Exhibit 10.56


 


SIXTH AMENDMENT TO THE

LOAN EXTENSION AND RELEASE

AND WAIVER AGREEMENT


 


This Sixth
Amendment to the Loan Extension an Release and Waiver Agreement (“Amendment”),
entered into by and between Polar Molecular Corporation, a Delaware corporation
(the “Company”) and Affiliated Investments, L.L.C., a Michigan limited
liability company (the “Holder”), dated as of August 23,2004.


 


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,
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 Fist Amendment to
the Loan Extension and Release aril 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 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, 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:


 


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


 


“(b) Extension  of  Due  Date.
The final maturity data of December 26, 2001 (the “Original Due Date”) set
fort in the Note is hereby extended and affirmed to be, October 15, 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 October 15,
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 October 15, 2004, Affiliated Investments,
I.L.C. may immediately pursue all remedies it has under the Note


 





















 


and the Security Agreement
between 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 agrees to the terns of,
and shall immediately execute, the attached Assignment assigning its interest
in certain Collateral to Affiliated Investments„ L.L. C., effective October 1S,
2004, in the case that Note is not fully paid on October 15, 2004. The
executed Assignment will be held in escrow by Lester R. Woodward and deliver to
Affiliated Investments, L.L.C. on its demand after October 15, 2004. If
the Note is fully repaid on or before that date as described above, and
Affiliated Investments, L.L.C. acknowledges full payment, Lester R. Woodward
may release the Assignment to Polar Molecular Corporation.”


 


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


 


	
  COMPANY:

  
	
   

  
	
  POLAR
  MOLECULAR CORPORATION

  
	
   

  	
  /s/ Mark
  L. Nelson

  	
   

  
	
   

  	
  Mark L.
  Nelson

  
	
   

  	
  President
  and Chief Executive Officer

  
	
   

  
	
  HOLDER:

  
	
   

  
	
  AFFILIATED
  INVESTMENTS, L.L.C.

  
	
   

  	
  /s/ Bruce
  L. Becker

  	
   

  
	
   

  	
  Bruce L. Becker

  
	
   

  	
  President

  



 





















 


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

  	
   

  	
  P19106137

  	
   

  
	
  Patent Application

  	
   

  	
  Canada

  	
   

  	
  2,077,666

  	
   

  
	
  Patent Application

  	
   

  	
  EPC

  	
   

  	
  0 518 966

  	
   

  
	
  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

  	
   

  
	
  Trademark

  	
   

  	
  Canada

  	
   

  	
  330,690

  	
   

  
	
  Trademark

  	
   

  	
  France

  	
   

  	
  1,355,576

  	
   

  
	
  Trademark

  	
   

  	
  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

  	
   

  
	
  Trademark

  	
   

  	
  Venezuela

  	
   

  	
  135012

  	
   

  



 





















 


including the goodwill 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 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 to execute all papers,
including applications for Letters Patent 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
rights 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.


 


	
  Polar Molecular Corporation

  
	
   

  
	
  /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