COMPROMISE, SETTLEMENT AND  MUTUAL RELEASE AGREEMENT
              ----------------------------------------------------

     This  Compromise,  Settlement  and  Mutual  Release  Agreement ("Settlement
Agreement") is made as of August 1, 2002 between Buckeye Retirement Co., L.L.C.,
Ltd.  ("Buckeye")  of  Newton Falls, Ohio (Creditor), and Murdock Communications
Corporation  ("MCC")  of  Cedar  Rapids,  Iowa  (Debtor).  Buckeye and MCC shall
collectively  be  referred  to  herein  as  "the  Parties".

     WHEREAS,  on  November  10, 1998 and on April 13, 1999, MCC made, executed,
and  delivered  Promissory  Notes to certain individuals ("Individuals"), as set
forth  in  Exhibit  "A"  hereto,  ("the  Notes");  and

     WHEREAS,  a  certain  individual ("Individual Debtor") pledged the Notes as
collateral  for  a  $350,000  loan  as  evidenced  by an original bank note (the
"Loan")  through  the  Hartford-Carlisle  Bank  on  or  about April 9, 1999; and

     WHEREAS,  the Hartford-Carlisle Bank became insolvent and the assets of the
Bank  were  assumed  by or assigned to the Federal Deposit Insurance Corporation
("FDIC");  and

     WHEREAS,  Buckeye,  through  the  Cadle  Company ("Cadle"), then became the
FDIC's assignee with respect to the Loan as set forth on Exhibit "B" hereto, and
the  collateral  MCC  notes,  as  set  forth  on  Exhibit  "A"  hereto;  and

     WHEREAS, Buckeye and Cadle are, and have been, actively pursuing payment of
the  Loan  and  the  Notes;  and

<PAGE>
     WHEREAS,  on  December  19,  2001,  MCC  entered  into  a Definitive Merger
Agreement  (the  "Merger Agreement") with Polar Molecular Corporation ("Polar");
and

     WHEREAS,  one  of the Merger Conditions is that MCC will eliminate its debt
obligations  under  the  Notes;  and

     WHEREAS,  Buckeye  is  willing  to  accept  consideration  pursuant to this
Settlement Agreement, and its exhibits, from MCC, in exchange for the release of
any  and  all  claims  Buckeye  may  have  against MCC related to the Notes, and
assignment  to  MCC of any claims Buckeye has against the Individual Debtor with
respect  to  the  Loan;  and

     WHEREAS,  MCC  is  likewise  willing to tender consideration to Buckeye and
release  Buckeye  from  all  claims MCC may have against Buckeye related to said
Notes  and  the  Loan;

     NOW,  THEREFORE,  in consideration of the mutual promises and covenants set
forth  herein,  the  parties  hereby  agree  as  follows:

                                   SECTION ONE
                           EXISTENCE OF NOTES AND LOAN

     The  Parties  acknowledge  that  Buckeye  currently  holds the Notes in the
amounts  set  forth  in Exhibit "A" hereto; and that Buckeye, through Cadle,  is
the  assignee  of  the  FDIC with respect to the Loan in the amount set forth in
Exhibit  "B"  hereto.

                                        2
<PAGE>
                                   SECTION TWO
                    AGREEMENT FOR DIFFERENT TERMS OF PAYMENT

     The  Parties  agree  that  payment  of  the  Notes  and  Loan  on terms and
provisions  different from, and in substitution of, the terms and provisions for
payment  of  the  Notes  and  Loan contained in and represented by the Notes and
Loan,  is  desirable and in the best interest of the Parties.  The Parties agree
that  the  provisions of this Settlement Agreement supersede and control any and
all prior agreements between MCC, Buckeye, and Cadle, and that no other document
or  instruments  shall  supersede this Settlement Agreement between the Parties,
except as hereafter may be otherwise agreed to by all of the Parties in writing.

                                  SECTION THREE
                          TERMS OF PAYMENT AND RELEASE

     3.1.  METHOD  OF  PAYMENT:  Buckeye agrees to accept the following, in full
           --------------------
satisfaction  of  the  obligations  under  the  Notes  and the Loan described in
Section  1  above:

     3.1.1.  Cash  Deposit.  Upon  execution of this Settlement Agreement by the
             -------------
Parties,  MCC shall deliver to Buckeye Twenty-Five Thousand Dollars ($25,000) in
cash,  by  wire  transfer  or  guaranteed  funds,  which  $25,000  shall  be
nonrefundable;  and

     3.1.2.  Cash  Payment.  At  the Closing of the Merger, MCC shall deliver to
             -------------
Buckeye  Seventy-Five  Thousand  Dollars  ($75,000)  in cash or electronic funds
transfer;  and

                                        3
<PAGE>
     3.1.3.  MCC Common Stock.  At or prior to the Closing of the Merger, and in
             ----------------
accordance  with  the  offering  memorandum  attached  hereto as Exhibit "C" and
Buckeye's  subscription  therefor, MCC shall deliver to Berthel Fisher & Company
Financial  Services,  Inc.  ("BFC") as brokerage agent for Buckeye, Four Hundred
Seventy-Five  Thousand  (475,000)  shares  of MCC Common Stock, no par value per
share (the "MCC Common Stock").  The Parties agree that MCC shall pay to BFC all
commissions  related  to BFC's subsequent sale of the MCC Common Stock on behalf
of  Buckeye.  The  Parties agree that: (a) the MCC Common Stock shall be offered
and  issued  to  the  Investor  under  the  private  offering  exemptions  from
registration  available  under  the Securities Act and the laws of the states in
which  the  Shares will be sold, and that the Shares offered pursuant to Exhibit
"C"  hereto  will not, prior to issuance, be registered under the Securities Act
or  under  the securities laws of any state or other jurisdiction.  As a result,
the  Shares as initially issued cannot be transferred without registration under
the  Securities  Act  and  applicable  state  securities  laws  or  an exemption
therefrom and the Shares will be "restricted securities" as that term is defined
in  Rule 144 under the Securities Act; and (b) MCC shall use its best efforts to
register  with  the  Securities and Exchange Commission the resale by Buckeye of
the  shares  prior  to  the  closing  of the Merger (which registration may also
include  any  other  securities  to  be sold by MCC, any successor of MCC or any
other  securityholder of MCC or any successor of MCC), and any such registration
shall  cause  the shares to be freely tradable at or prior to the closing of the
Merger.

                                        4
<PAGE>
     3.2.  RELEASE  AND  RETURN  OF  NOTES AND LOAN DOCUMENTS: At such time that
           --------------------------------------------------
Buckeye  has received all of the consideration set forth in Section 3.1, Buckeye
shall  immediately  provide  to  the  Escrow Agent, pursuant to Exhibit 6 of the
Offering  Memorandum: (1) each of the original Notes in its possession and which
are  enumerated  in  Exhibit  "A",  and  (2)  any  and  all of the original Loan
documents,  and  related  security  interests,  including  an  assignment of the
original  note  related to the Loan set forth in Exhibit "B". Buckeye shall take
any  and  all  steps  necessary  to  cause  the  Loan,  and any and all security
interests therein or other collateral therefor, to be directly assigned, without
prior  cancellation  unless  requested  in writing by MCC, directly to MCC, such
that  MCC  shall stand in the place of Buckeye and its predecessors with respect
to  any  potential  legal  causes  of  action  against  the  Individual  Debtor.

                                  SECTION FOUR
                  REPRESENTATIONS AND WARRANTIES OF THE PARTIES

     4.1.  MCC  hereby  represents  and  warrants  to  Buckeye  that  MCC  is  a
corporation duly organized, validly existing and in good standing under the laws
of  Iowa,  has  all  requisite  power  to  own,  lease  and  operate its assets,
properties,  business,  and  to  carry  on  its  business  as conducted; is duly
qualified  or  licensed  to  do business as a foreign corporation and is in good
standing  in  every  jurisdiction  in  which  the  nature of its business or the
locations  of  its properties requires such qualification or licensing.  MCC has
all requisite power, authority and approvals required to enter into, execute and
deliver  this Settlement Agreement and to perform fully the obligations required
hereunder.

                                        5
<PAGE>
     4.2.  MCC  hereby represents and warrants to Buckeye that MCC has taken all
actions  necessary  to  authorize  it  to  enter  into  and  perform  fully  its
obligations  under  this Settlement Agreement, and this Settlement Agreement and
any related documents will be the legal, valid and binding obligations of MCC in
accordance  with its terms, and neither the execution nor the delivery by MCC of
this  Settlement Agreement nor the consummation of the transactions contemplated
under  this  Settlement Agreement will violate any provisions of the Articles of
Incorporation  or  the  Bylaws  of  MCC  or  any  other  covenants or agreements
currently  binding  MCC.

     4.3.  Buckeye  hereby  represents  and  warrants to MCC that Buckeye is the
legitimate  assignee  of  Cadle,  is a limited liability company duly organized,
validly  existing  and  in good standing under the laws of Ohio, and that it has
all requisite power, authority and approvals required to enter into, execute and
deliver  this Settlement Agreement and to perform fully the obligations required
hereunder  and has taken all actions necessary to authorize it to enter into and
perform  fully  its  obligations  under  this  Settlement  Agreement.

     4.4.  Buckeye represents and warrants that it is not aware of the existence
of  any  notes  or  loans,  other  than the Notes and the Loan as defined in the
Settlement Agreement, that Buckeye has any right or interest in; and that it has
not sold, assigned, or transferred any right or interest it has, or may have, in
any  of  the  Notes or Loan to any other person or entity; and that, barring any
breach  of  this  Settlement Agreement by MCC, Buckeye shall not bring any legal
cause of action against MCC with respect to any Note, or any persons or entities
with  respect  to  the Loan.  Buckeye's representation herein includes any legal
causes  of  action  that  Buckeye  may  have  against any and all individuals in
connection  with  any  of  the  Notes  and  Loan.

                                        6
<PAGE>

                                  SECTION FIVE
                       MUTUAL RELEASE AND INDEMNIFICATION

     5.1.  SATISFACTION  AND  RELEASE:  Upon  fulfillment  of the obligations of
           --------------------------
each of MCC and Buckeye, as set forth in Section 3 of this Settlement Agreement,
the  Parties  are  hereby,  each  by  the  other,  released, together with their
respective  parent  companies,  subsidiaries,  affiliates,  officers, directors,
employees,  agents, assigns and predecessors or successors in interest, from any
and  all  indebtedness,  claims, causes of action or demands of any nature which
any  of  the  Parties  to  this  Settlement Agreement has, or may have had, with
respect  to  or  relating to the Notes and Loan (except that any action that MCC
has  against the Individual Debtor is not released hereby) from the beginning of
time  until  the Closing of the Merger and the obligations of MCC to Buckeye, as
described  in Section One and set forth in Exhibits "A" and "B" attached hereto,
shall  forever be cancelled and discharged, and MCC shall be fully released from
the  obligations  described  in  Section  One above.  Buckeye hereby assigns and
shall cause to be assigned any and all claims it may have against the Individual
Debtor  to  MCC.  For  the  purposes  of  this  Settlement  Agreement, Buckeye's
predecessors  include the FDIC, Hartford-Carlisle Savings Bank, and their agents
and  assigns.

                                        7
<PAGE>

                                   SECTION SIX
              RELEASE FROM PERFORMANCE; NULLIFICATION OF AGREEMENT

     In  the  event  that the Merger does not close, for any reason, the Parties
hereto  shall be released from any and all requirements of performance hereunder
and  this  Settlement  Agreement  shall be null, void and of no further force or
effect.

                                  SECTION SEVEN
                                  MISCELLANEOUS

     7.1.  CLOSING.  For  purposes of this Settlement Agreement, "Closing of the
           -------
Merger"  shall  refer  to that time set forth in Article II, Section 2.01 of the
Merger Agreement between MCC and Polar unless otherwise agreed in writing by the
parties  thereto.  Notwithstanding the prior sentence, the Parties agree that if
the  Merger  is  not  closed  prior  to midnight March 31, 2003, this Settlement
Agreement  is  null  and void, except that any cash paid to Buckeye shall not be
refundable  to  MCC.

     7.2.  AMENDMENT.  Subject  to applicable law, this Settlement Agreement may
           ---------
only  be  amended or supplemented by mutual agreement in writing by the parties.

     7.3. EXPENSES. Each party shall pay its own expenses and fees in connection
          --------
with  the  matters  contemplated  in  this  transaction.

                                        8
<PAGE>
     7.4.  SUCCESSORS  AND  ASSIGNS.  This Settlement Agreement shall be binding
           ------------------------
upon  and  shall  inure  to  the  benefit  of  the  Parties and their respective
successors and assigns. This Settlement Agreement does not create, and shall not
be  construed  as creating, any rights or claims enforceable by any third person
or  entity  not  a  party  to  this  Settlement  Agreement.

     7.5.  GOVERNING  LAW.  The  validity,  interpretation,  enforceability, and
           --------------
performance  of  this Settlement Agreement shall be governed by and construed in
accordance  with  the  law  of the State of Iowa.   The Parties have agreed that
personal  jurisdiction  and  venue  shall  be  solely  in  the state and federal
district  courts  located  in  Cedar  Rapids,  Linn  County,  Iowa.

     7.6.  COUNTERPARTS.  This  Settlement  Agreement  maybe  executed  in
           ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

     7.7. ENTIRE AGREEMENT. The parties intend that the terms of this Settlement
          ----------------
Agreement and its exhibits shall be the final expression of their agreement with
respect  to the subject matter hereof and may not be contradicted by evidence of
any  prior  or  contemporaneous  agreement.

     7.8.  SEVERABILITY.  If  any provision of this Settlement Agreement, or the
           ------------
application  thereof  to  any person, place, or circumstance, shall be held by a
court  of  competent  jurisdiction  to  be  invalid, unenforceable, or void, the
remainder  of  this Settlement Agreement and such provisions as applied to other
persons,  places,  and  circumstances  shall  remain  in  full force and effect.

                                        9
<PAGE>
     7.9.  ADDITIONAL  DOCUMENTS.  Each  of  the Parties agrees, without further
           ---------------------
consideration, to execute and deliver such other documents and take such further
action  as  may  be  reasonably  required  to  effectuate the provisions of this
Settlement  Agreement.

     7.10.  EXHIBITS.  All Exhibits attached hereto shall be deemed to be a part
            --------
of  this  Settlement  Agreement  and  are  fully incorporated in this Settlement
Agreement  by  this  reference.

     7.11.  SURVIVAL.  All  representations warranties, and agreements contained
            --------
in  this  Settlement Agreement or made pursuant to the transactions contemplated
by this Settlement Agreement, whether set forth in Section 4 or elsewhere, shall
survive  the  closing  of the Merger and performance pursuant to this Settlement
Agreement.

     7.12.  BINDING  AGREEMENT.  The terms, provisions, covenants and conditions
            ------------------
contained  in  this Settlement Agreement shall apply to and inure to the benefit
of  and be binding upon the parties and their respective successors and assigns.

                            [SIGNATURE PAGE FOLLOWS]

                                       10
<PAGE>


In  Witness  Whereof,  the  Parties  have  executed  this  Settlement Agreement.


BUCKEYE  RETIREMENT  CO.,  L.L.C.,  LTD.


BY:  _____________________________________


Date  __________________________________


MURDOCK  COMMUNICATIONS  CORPORATION


BY:  _____________________________________


Date  __________________________________



                                       11
<PAGE>
                                LIST OF EXHIBITS
                                ----------------


     EXHIBIT          DESCRIPTIONS
                      ------------

1.  EXHIBIT  "A":     Description  of  the  subject  MCC  Notes

2.  EXHIBIT  "B":     Listing  of  the  subject  Loan

3.  EXHIBIT  "C":     Offering  Memorandum  and  Subscription  Agreement

4.  EXHIBIT  "D":     Receipt  for  Payment  Discharging  Claim  in  Full


                                       12
<PAGE>

                                   EXHIBIT "A"
                                   -----------


1.   $350,000  ORIGINAL  MCC PROMISSORY NOTE DATED NOVEMBER 10, 1998, DUE TO GUY
     O.  MURDOCK  ,  SIGNED  BY  THOMAS  CHAPLIN,  CEO.

2.   $225,000  ORIGINAL  MCC PROMISSORY NOTE DATED APRIL 13, 1999, DUE TO GUY O.
     MURDOCK,  SIGNED  BY  THOMAS  CHAPLIN,  CEO.

                                       13
<PAGE>

                                   EXHIBIT "B"
                                   -----------


$350,000  ORIGINAL  BANK  NOTE  DATED APRIL 9, 1999, EVIDENCING A LOAN TO GUY O.
MURDOCK  BY  THE  HARTFORD-CARLISLE  BANK

                                       14
<PAGE>

                                   EXHIBIT "D"
                                   -----------

               RECEIPT  FOR  PAYMENT  DISCHARGING  CLAIM  IN  FULL
              ACCEPTANCE BY CREDITOR OF PAYMENT IN A DIFFERENT FORM

     Received  of  Murdock  Communications Corporation ("MCC"), of P.O. Box 412,
Marion,  Linn  County,  Iowa, consideration constituting full payment to Buckeye
for  the  Notes as set forth on Exhibit "A" and the Loan as set forth in Exhibit
"B"  of  the  Compromise, Settlement, and Mutual Release Agreement to which this
Exhibit  "D"  is  appended,  as  follows:

(1)  Twenty-Five Thousand Dollars ($25,000) in cash or electronic funds transfer
     from  MCC  at the time of execution of the Compromise, Settlement Agreement
     and  Mutual  Release  to  which  this  is  appended;  and

(2)  Seventy-Five  Thousand  Dollars  ($75,000)  in  cash  or  electronic  funds
     transfer  from  MCC  at  or  prior  to  the  Closing  of  the  Merger;  and

(3)  Four Hundred Seventy-Five Thousand (475,000) shares of MCC Common Stock, no
     par  value per share, pursuant to the terms of the Settlement Agreement and
     the  Offering  Memorandum  to  which  this  Exhibit  "D"  is  appended.

     Such  payment  to Buckeye constitutes full and complete satisfaction of any
and  all  debts due Buckeye from MCC with respect to Buckeye's legal interest in
the  Notes  and  the  Loan.    This  instrument  is  intended  as  a  receipt of
consideration  received  by Buckeye in full discharge of any and all amounts due
to  Buckeye  from MCC related to the Notes and Loan.  The terms in this document
shall  have  the  same  meaning  as the terms in the Compromise, Settlement, and
Mutual  Release  Agreement  to  which this is appended, unless otherwise defined
herein.


                            [SIGNATURE PAGE FOLLOWS]

                                       15
<PAGE>


Dated     __________________________________

BUCKEYE  RETIREMENT  CO.,  L.L.C.,  LTD.


BY:_________________________________________________

Its  ________________________________




STATE  OF  ________________,

___________________  COUNTY,  ss:


     On  this  day  of______________________     ,  2002,  before  me,  the
undersigned,  a  Notary  Public  in  and  for  said County and State, personally
appeared ______________________________, to me personally known, who being by me
duly  sworn,  did  say that he is the President of Buckeye and that this Receipt
and  Acceptance was signed on behalf of the Buckeye by authority of its Board of
Directors;  and  that  __________________________,  as officer, acknowledged the
execution  of  the  foregoing instrument to be the voluntary act and deed of the
corporation,  by  it  and  by  him  voluntarily  executed.


__________________________________
Notary  Public  in  and  for  State  of  _______

                                       16