FIRST AMENDMENT TO
                          AGREEMENT AND PLAN OF MERGER

     This  First  Amendment dated as of August 1, 2002 (this "AMENDMENT") to the
Agreement  and  Plan of Merger dated December 19, 2001 (the "MERGER AGREEMENT"),
is  entered  into  by  and  among  Murdock  Communications  Corporation, an Iowa
corporation  ("MURDOCK"), MCC Merger Sub Corporation, a Delaware corporation and
wholly-owned  subsidiary  of  Murdock  ("MERGER  SUB"),  and  Polar  Molecular
Corporation,  a  Delaware  corporation  ("POLAR"  and  sometimes  the "SURVIVING
CORPORATION").  Capitalized  terms  used  herein but otherwise not defined shall
have  the  meanings  set  forth  in  the  Merger  Agreement.

                             INTRODUCTORY STATEMENTS

     1.     The  parties  have  entered  into  the  Merger  Agreement.

     2.  The  parties  find  it  desirable  to amend the Merger Agreement in the
manner  specified  in  this  Amendment  to  allow  for  the extension of certain
timelines  and  provide  for  revised  obligations  of  the  parties.

     3.  The  provisions  of  this  Amendment  in  no way diminish the right and
obligations  of  any party under the provisions of the Merger Agreement that are
not  otherwise  amended  by  this  Amendment.

                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  and the respective
representations,  warranties,  covenants  and  agreements  set  forth  in  this
Amendment,  the parties hereto, intending to be legally bound, agree as follows:

                                   AMENDMENTS

     1.1     Section  2.01  of  the  Merger  Agreement  is hereby amended in its
entirety  to  read  as  follows:

     "SECTION  2.01  The  Merger.  The  Closing of the transactions contemplated
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hereby  (the  "CLOSING")  shall, subject to the provisions of Article VI hereof,
take place at the offices of Holme Roberts & Owen LLP in Denver Colorado, on the
later to occur of November 15, 2002 and the date that is two business days after
each  of  the  conditions  set  forth  in  Article  VI has been met or waived in
writing,  or  at  such  other date, time and place as Polar and Murdock mutually
agree.  The  date  on which the Closing actually occurs is referred to herein as
the  "CLOSING  DATE"."

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     1.2     Article  V  of the Merger Agreement is hereby amended by adding the
following  provisions  to  the  end  thereof  as  a  new  Section  5.16:

     "SECTION  5.16.  Conversion  of Loans from Polar.  Immediately prior to the
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Effective Time, the aggregate sum of all loans from Polar to Murdock outstanding
as  of such time, shall be converted into the number of shares of Murdock Common
Stock obtained by dividing the outstanding loan balance as of the Effective Time
by  $3.03.  Stock  certificates  representing  the resulting number of shares of
Murdock  Common  Stock  shall  be  issued in favor of Polar and delivered at the
Closing in accordance with the provisions of Section 2.03 hereof.  The shares of
Murdock  Common Stock issued pursuant to this Section 5.16 will be held by Polar
for  future  distribution as incentives for employees, consultants and directors
of  Polar,  as  determined  from  time to time in the discretion of the Board of
Directors  of  Polar."

     1.3     Subsection  (b)  of  Section 7.02 of the Merger Agreement is hereby
amended  in  its  entirety  to  read  as  follows:

     "(b)     the  Merger  shall not have been consummated on or before November
30,  2002  (the  "EXPIRATION  DATE")  (provided, that the Expiration Date may be
extended  by  mutual  agreement of Polar and Murdock to December 31, 2002 if the
Merger  shall  not  have  been  consummated on or prior to November 30, 2002 due
solely  to  the failure of the SEC to clear and declare effective the Filing for
mailing  to Murdock's stockholders on or prior to October 31, 2002) or if events
have  occurred  which  have  made  it  impossible  to  satisfy  on or before the
Expiration  Date a condition precedent to the terminating party's obligations to
consummate the Transactions; provided that the right to terminate this Agreement
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under  this Section 7.02(b) shall not be available to any party whose failure to
perform any covenant or obligation under this Agreement has been the cause of or
resulted  in  the  failure  of  the  Merger to occur on or before the Expiration
Date."

                                  MISCELLANEOUS

     2.1  The  parties hereto hereby agree that this Amendment amends the Merger
Agreement  in accordance and in compliance with the terms of Section 8.08 of the
Merger  Agreement,  and each party hereto hereby represents and warrants that it
has  taken,  and covenants that it will undertake, any and all actions necessary
so  that  the  amendments  made by this Amendment are validly made in compliance
with  Section  8.08  of  the  Merger  Agreement.

     2.2  Except as expressly set forth herein, this Amendment does not alter or
modify  any  right  or  obligation  of  any  party  under  the Merger Agreement.

     2.3  This  Amendment  may  be executed in multiple counterparts, and by the
different  parties  hereto in separate counterparts, each of which when executed
shall  be  deemed  to  be  an  original,  but  all of which taken together shall
constitute  one  and  the  same  amendment.

                            [Signature Page Follows]

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IN  WITNESS  WHEREOF, this Amendment has been duly executed and delivered by the
parties  hereto  on  the  date  first  above  written.


                                          POLAR  MOLECULAR  CORPORATION


                                          By:     /s/   Mark  L.  Nelson
                                              --------------------------------
                                              Name:
                                                   ---------------------------
                                              Title:
                                                    --------------------------


                                          MURDOCK  COMMUNICATIONS  CORPORATION


                                          By:     /s/   Eugene  I.  Davis
                                              --------------------------------
                                          Name:      Eugene  I.  Davis
                                               -------------------------------
                                          Title:   Chief  Executive  Officer
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                                          MCC  MERGER  SUB  CORPORATION


                                          By:     /s/   Eugene  I.  Davis
                                              --------------------------------
                                          Name:      Eugene  I.  Davis
                                               -------------------------------
                                          Title:   Chief  Executive  Officer
                                                ------------------------------

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