Exhibit 10.57


 


SEVENTH AMENDMENT TO THE

LOAN EXTENSION AND RELEASE

AND WAIVER AGREEMENT


 


This
Seventh 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, L.LC., a Michigan limited liability
company (the “Holder”), dated as of October 13 , 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 S649,000, exclusive of
interest, in 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 a 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, 2002, 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 affective 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, and the Sixth
Amendment to the Loan Extension and Release and Waiver Agreement effective as
of August 23, 2004, pursuant to which certain terms of the Note have been
amended.


 


C.                                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:


 


l.                                   Subsection (b) of Paragraph i 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, November 30, 2004, at which time
all principal and interest under the Note is due.”


 


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


 


“2. Terms of Repayment. On or before November 30, 2004, 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 November 30,
2004, Affiliated Investments, L.L.C. may immediately pursue all remedies it has
under the Note and the 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 November 30,
2004, upon written notice of such default and demand from Affiliated
Investments LLC, 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 November 30, 2004 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 November 30, 2004. 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 November 30, 2004 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
Changes. 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.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title: