Exhibit 10.58


 


EIGHTH
AMENDMENT TO THE


LOAN
EXTENSION AND RELEASE


AND
WAIVER AGREEMENT


 


This
Eighth Amendment to the Loan Extension and Release and Waiver Agreement (“Amendment’),
entered into by and between Polar Molecular Corporation, a Delaware corporation
(the “Company’) and Affiliated Investments LLC, a Michigan limited liability
company (the “Holder”), dated as of December 22, 2004.


 


RECITALS


 


A.            The Company issued to the Holder a
promissory note (the “Note”) in the principal amount of $600,000, dated as of October 25,
2001. The principal balance was subsequently amended to $649,000, exclusive of
interest, the Fifth Amendment to the Loan Extension and Release and Waiver
Agreement, dated as of December 19, 2003.


 


B.            The Company and the Holder have
entered into Loan Extension and Release and Waiver Agreement, as amended by the
First Amendment to the Loan Extension and Release and Waiver Agreement
effective as of May 31, 2012, the Second Amendment to the Loan Extension
and Release and Waiver Agreement effective as of October 1, 2002, the
Third Amendment to the Loan Extension and Release and Waiver Agreement
effective as of January 31, 2003, the Fourth Amendment to the Loan
Extension and Release and Waiver Agreement effective as of August 1, 2003,
the Fifth Amendment to the Loan Extension and Release and Waiver Agreement
effective as of December 19, 2003, the Sixth Amendment to the Loan
Extension and Release and Waiver Agreement effective as of August 23,
2004, and the Seventh Amendment to the Loan Extension and Release and Waiver
Agreement dated as of October 13, 2004, pursuant to which certain terms of
the Note have been amended.


 


C.            The Company has caused to be paid to
the Holder the sum of $100,000 to be applied against the balance due on the
Note and the Company has requested a further extension of time to pay the
balance due on the Note.


 


D.                                    The Company and the Holder desire to extend the maturity
date of the Note as provided herein.


 


AGREEMENT


 


In
consideration of the mutual promises contained herein, the Holder and the
Company hereby agree as follows:


 


1.                                       Subsection (b) of Paragraph 1 of the Original
Loan Extension is hereby amended in its entirety to read as follows:


 


“ (b) Extension
of Due Date. The final maturity date of December 26, 2001 (the “Original
Due Date”) set forth in the Note is hereby extended and affirmed to be January 7,
2005, at which time all principal and interest under the Note is due.


 


2.                                       Polar Molecular hereby agrees that, in consideration of
the additional extension the due date of the Note provided for herein, it shall
pay, in addition to all other sums due to Affiliated Investments, LLC under the
Note, a Late Fee of $50,000, payable on the due date of the Note as provided in
this Eight Amendment.


 





















 


3.               Paragraph 2 of the Original Loan Extension is hereby
amended in its entirety to read as follows:


 


“2.                                 . Terms of Repayment.
On or before January 7, 2005, Polar Molecular Corporation will deliver to
Affiliated Investments, L.L.C. all principal and interest due under the Note,
in certified funds or by wire transfer. Polar Molecular Corporation agrees that
if all principal and interest under the Note is not received by Affiliated Investments,
L.L.C on or before January 7, 2005, Affiliated Investments, L.L.C. may
immediately pursue all remedies it has under the Note and Security Agreement
between Polar Molecular Corporation and Affiliated Investments, L.L.C. as a
result of a default, without further demand or notice. Polar Molecular
Corporation waives any demand or notice requirement under the Note and Security
Agreement. In the event of default and without in any way limiting Affiliated
Investments, L.L.C.’s rights under the Note and Security Agreement, Polar
Molecular Corporation hereby directs any trade account debtor, and in
particular Amway Corporation, to pay to Affiliated Investments, L.L.C. any sums
owed by such trade account to Polar Molecular Corporation, pursuant to
Affiliated Investments, L.L.C.’s lien on Polar Molecular Corporation’s Accounts
under the Security Agreement, until such time as the Note is repaid.  Polar Molecular Corporation also reaffirms
the terms of the Assignment attached as Exhibit A assigning its interest
in certain - Collateral to Affiliated Investments, L.L.C.  The original Assignment is duly executed
effective October 15, 2004 and is now held in escrow by Lester R. Woodward
and will continue to be held by Lester R. Woodward in escrow under the terms
hereof. If the Note is not paid in full on or before January 7, 2005, upon
written notice of such default and demand from Affiliated Investments, L.L.C.,
Lester R. Woodward shall promptly send the executed Assignment to Affiliated
Investments,  L.L.C.
by over night courier. If the Note is fully repaid on or before January 7,
2005 as described above, and Affiliated Investments, L.L.C. has acknowledged
full payment of the Note, Lester R. Woodward may release the Assignment to
Polar Molecular Corporation. Polar Molecular Corporation further agrees that it
will not ask for any further extensions of the due date of the Note. Polar
Molecular Corporation acknowledges that Affiliated Investments, L.L.C. has made
it clear that no further extensions will be granted and that Affiliated
Investments, L.L.C. will pursue all of its rights under the Note and related
documents and as to its security interest in various assets of Polar Molecular
Corporation if the Note is not paid in full on or before January 7, 2005.
Polar Molecular Corporation agrees that it will not object to any collection actions
taken by Affiliated Investments, L.L.C. if the Note is not paid in full on or
before January 7, 2005 and waives all defenses except the defense of full
payment of the Note, and specifically agrees that Michigan law applies to the Note
and to submit itself to the jurisdiction of any court located in the state of
Michigan for purposes of the collection of the Note and the pursuit of any
property in which Affiliated Investments, L.L.C. has a security interest.  Polar Molecular Corporation further agrees to
release and discharge Affiliated Investments, L.L.C. and its officers,
directors, employees, agents and attorneys from any and all claims, actions,
causes of action, injuries, losses, damages, costs, demands, penalties, fines
and relating to any matters of any kind, whether presently known or unknown,
which it may have against Affiliated Investments, L.L.C. or any of its
officers, directors, employees, agents, and attorneys.


 


3.          No Other Chances. Except as explicitly amended by this Amendment, all of the terms and conditions
of the Original Loan Extension shall remain in full force and effect.


 


	
  COMPANY:

  	
  ESCROW
  AGENT:

  	
   

  
	
  POLAR
  MOLECULAR CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Mark L. Nelson

  	
   

  	
  /s/
  Lester R. Woodward

  	
   

  
	
  Mark L
  Nelson President and

  	
  Lester
  R. Woodward

  	
   

  
	
  Chief
  Executive Officer

  	
  Escrow Agent

  	
   

  
					



 





















 


	
  HOLDER:

  
	
   

  
	
  AFFILIATED
  INVESTMENTS, L.L.C.

  
	
   

  	
  /s/
  Bruce L. Becker

  	
   

  
	
   

  	
  Bruce L. Becker

  
	
   

  	
  President

  



 





















 


Exhibit A


ASSIGNMENT


 


Pursuant
to Sixth Amendment to the Loan Extension and Release and Waiver Agreement,
effective August 23, 2004, and for good and valuable consideration, Polar
Molecular Corporation, a Delaware corporation having a place of business at
4600 South Ulster Street, Suite 940, Denver, Colorado 80237 (“ASSIGNOR”),
does hereby assign, sell and set over to Affiliated Investments, LLC, a
Michigan limited liability company organized and existing under the laws of the
State of Michigan and having a place of business at 2750 Auburn Court, Auburn
Hills, Michigan, 48326 (“ASSIGNEE”), its successors, assigns or other legal
representatives, the entire right, title and interest, domestic and foreign, in
and to the inventions and discoveries in the following intellectual property
assets identified by type, country and relevant number:


 


	
  ASSET
  TYPE

  	
   

  	
  COUNTRY

  	
   

  	
  NUMBER

  	
   

  
	
  Patent

  	
   

  	
  US

  	
   

  	
  4,753,661

  	
   

  
	
  Patent

  	
   

  	
  US

  	
   

  	
  4,846,847

  	
   

  
	
  Patent

  	
   

  	
  US

  	
   

  	
  6,488,723

  	
   

  
	
  Patent

  	
   

  	
  Australia

  	
   

  	
  660,608

  	
   

  
	
  Patent
  Application

  	
   

  	
  Brazil

  	
   

  	
  f   P19106137

  	
   

  
	
  Patent
  Application

  	
   

  	
  Canada

  	
   

  	
  2,077,666

  	
   

  
	
  Patent
  Application

  	
   

  	
  EPC

  	
   

  	
  0518966

  	
   

  
	
  Patent

  	
   

  	
  Japan

  	
   

  	
  2966927

  	
   

  
	
  Patent

  	
   

  	
  South Korea

  	
   

  	
  151409

  	
   

  
	
  Patent

  	
   

  	
  Canada

  	
   

  	
  1,262,855

  	
   

  
	
  Patent

  	
   

  	
  UK

  	
   

  	
  2,174,984

  	
   

  
	
  Patent

  	
   

  	
  Israel

  	
   

  	
  78742 .

  	
   

  
	
  Patent

  	
   

  	
  France

  	
   

  	
  2,581,5633

  	
   

  
	
  Patent

  	
   

  	
  Venezuela

  	
   

  	
  1,190,290

  	
   

  
	
  Trademark

  	
   

  	
  US

  	
   

  	
  1,966,891

  	
   

  
	
  Trademark

  	
   

  	
  US

  	
   

  	
  1,966,886

  	
   

  
	
  Trademark

  	
   

  	
  us

  	
   

  	
  1,972,823

  	
   

  
	
  Trademark Appl.

  	
   

  	
  Indonesia

  	
   

  	
  HC.01-01-1090

  	
   

  
	
  Trademark Appl.

  	
   

  	
  Mexico

  	
   

  	
  250,071

  	
   

  
	
  Trade ark

  	
   

  	
  Canada

  	
   

  	
  330,690

  	
   

  
	
  Trademark

  	
   

  	
  France

  	
   

  	
  1,355,576

  	
   

  
	
  Traderiiark

  	
   

  	
  UK

  	
   

  	
  1,266,770

  	
   

  
	
  Trademark

  	
   

  	
  UK

  	
   

  	
  1,300,476

  	
   

  
	
  Trademark

  	
   

  	
  Italy

  	
   

  	
  475,056

  	
   

  
	
  Trademark

  	
   

  	
  Italy

  	
   

  	
  600,326

  	
   

  
	
  Trademark

  	
   

  	
  Japan

  	
   

  	
  2,032,111

  	
   

  
	
  Trademark

  	
   

  	
  Germany

  	
   

  	
  1,131,163

  	
   

  
	
  Trademark

  	
   

  	
  Peru

  	
   

  	
  043153

  	
   

  
	
   

  	
   

  	
  Venezuela

  	
   

  	
  135012

  	
   

  



 


including
the good 11 associated with each of the trademarks, the right of ASSIGNEE, its
successors, assigns or other legal representatives to make applications and to
receive Letters Patents for the inventions and discoveries in any and all
foreign countries in its or their own name or names, or in our names, at its or
their election, and the ASSIGNOR hereby assigns, sells and sets over to
ASSIGNEE, its successors, assigns or other legal representatives, all rights of
priority in and to the trademarks, the


 





















 


inventions
and discoveries in all countries, together with all claims for damages by
reason of past infringement of the above-identified trademarks and Letters
Patents and with the right to sue for and collect same.


 


And
ASSIGNOR hereby agrees for itself, its successors, assigns or other legal
representatives execute all papers, including applications for Letters Patents
of any and all kinds and in any and all countries and to perform any and all
acts which ASSIGNEE, its successors, assigns or other legal representatives may
deem necessary to secure thereto the rig its herein assigned, sold and set
over.


 


And
ASSIGNOR hereby represents and warrants that it has not granted any rights inconsistent
with the rights granted herein. This assignment is deemed effective October 15,
2004.


 


 


	
  /s/
  Mark L. Nelson

  	
   

  	
   

  
	
  Mark L.
  Nelson

  	
   

  
	
  Chief
  Executive Officer

  	
   

  
	
  Date:
  8/24/04

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Witness

  	
   

  
	
   

  	
   

  
	
  /s/
  Rodney Johnson

  	
   

  	
   

  
	
  Rodney
  Johnson

  	
   

  
	
  Date:  8/24/04

  	
   

  
	
   

  	
   

  
	
  Notary
  Seal:

  	
   

  	
   

  
	
  DAVID
  NIELSON

  	
   

  
	
  NOTARY
  PUBLIC

  	
   

  
	
  STATE
  OF COLORADO

  	
   

  
	
  My
  Commission Expires 12/11/2007