COMPENSATION AGREEMENT
                    MURDOCK COMMUNICATIONS CORPORATION, INC.
                      AND PIRINATE CONSULTING GROUP, L.L.C.

     WHEREAS,  Pirinate Consulting Group, L.L.C. ("Pirinate") is the employer of
Eugene  I.  Davis  ("Davis");  and

     WHEREAS,  Murdock  Communications  Corporation,  Inc.  ("MCC") and Pirinate
(collectively  referred  to  herein  as the "Parties") entered into an agreement
(the  "Prior  Agreement")  for  the personal services of Davis dated January 10,
2000  as  amended  and  the  Prior  Agreement  has  terminated;  and

     WHEREAS,  Davis  continues to be a member of the Board of Directors of MCC;
and

     WHEREAS,  MCC  desires  Davis  to  serve as MCC's Chairman of the Board and
Chief  Executive  Officer;  and

     WHEREAS,  Pirinate  consents  to  Davis' service in such capacity with MCC;

     NOW  THEREFORE, in consideration of the mutual promises, and other good and
valuable  consideration of the Parties hereto, which they agree is adequate, and
the  terms  and  conditions  which  follow,  the  Parties  agree  as  follows:

                                   AGREEMENT:
                                   ---------

     When  executed  in  the  space provided below, this agreement ("Agreement")
shall  memorialize the terms and conditions of the retention by MCC of Pirinate,
and through it, Davis, as its Chairman of the Board and Chief Executive Officer,
as  follows:

     1.     EFFECTIVE  DATE  OF  AGREEMENT.  The effective date of the Agreement
            ------------------------------
shall  be  August  1,  2002.

     2. TERM OF AGREEMENT. The initial term of this Agreement shall be three (3)
        -----------------
months.  Thereafter,  either party may terminate this agreement, with or without
cause,  effective  upon thirty (30) days' prior written notice.  Any termination
shall  be without prejudice to Pirinate's right to receive retainer payments and
reimbursement  of  expenses  for all periods prior to the effective date of such
termination.

     3.  SERVICES  PROVIDED  BY  PIRINATE.  Pirinate  shall provide the personal
         --------------------------------
services of Davis to MCC with respect to projects and duties personally assigned
to  Davis  by  the  Board  of Directors of MCC. Davis shall serve as a Director,
Chairman  of  the Board, and Chief Executive Officer of MCC, and shall discharge
all  duties  and  have  all  responsibilities traditionally associated with such
positions.  Pirinate  shall  make  Davis  reasonably  available  to  MCC.

<PAGE>

     4.  COMPENSATION  FOR  SERVICES.  MCC  shall compensate Pirinate for Davis'
         ---------------------------
services  as  follows:

          A.  Payment  of  Three  Thousand  Dollars  ($3,000) per month in cash,
     payable  in  advance on the first of each month throughout the term of this
     Agreement;  and

          B. Two Thousand (2,000) shares of MCC stock per month shall accrue for
     the benefit of Pirinate, and shall be earned and transferred to Pirinate at
     the  effective time of a merger between MCC and Polar Molecular Corporation
     (the  "Effective  Time"),  which  stock  shall  be  registered,  and freely
     tradable  without  restriction,  at  the  Effective  Time;  and

          C.  Two  Thousand  Dollars ($2,000) per month in cash shall accrue for
     the  benefit  of  Pirinate  and shall be earned and paid to Pirinate at the
     Effective  Time.  In  the  event the $2,000 per month cannot be paid at the
     Effective  Time,  Pirinate shall have the right to convert any amounts owed
     under  this  4(C)  at  the  conversion  rate  of  $1.00  per  share;  and

          D.  Forty  Thousand  (40,000)  shares  of MCC stock shall be issued to
     Pirinate,  and  shall be transferred to Pirinate at the time this Agreement
     is  executed.  Such shares cannot be transferred without registration under
     the  Securities  Act  and  applicable state securities laws or an exemption
     therefrom  and  will  be "restricted securities" as that term is defined in
     Rule  144  under the Securities Act. Restricted securities may be resold in
     the  public  market only if they qualify for an exemption under Rule 144 or
     144(k).  Sales under Rule 144 are also subject to requirements with respect
     to  volume  limitation,  manner  of  sale,  notice  and the availability of
     current public information about the Company. The Parties hereto agree that
     the  40,000  shares  shall constitute full and final settlement for any and
     all  prior  unpaid compensation earned by Pirinate or Davis under the Prior
     Agreement  or  any  other  agreement between the Parties. MCC hereby grants
     piggyback-registration  rights  on  the  shares  at  or  subsequent  to the
     Effective  Time.

          E. Pirinate shall be reimbursed on a monthly basis and upon receipt of
     Pirinate's  monthly  invoice  for  any  and  all  reasonable  out-of-pocket
     expenses  in  connection  with  Davis'  services.  Travel  and  other major
     expenses  shall  be consistent with expense guidelines applicable to senior
     executives  of  MCC.

          F.  Offering  of  Exempt Stock. Pirinate states that each has read and
     agrees  with  and  to  the  following:


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<PAGE>

THE  SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF  1933,  AS AMENDED ("SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE, OR
OTHER  JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM
THE  REGISTRATION  REQUIREMENTS  OF  THE  SECURITIES  ACT  AND SUCH LAWS.  THESE
SECURITIES  MAY  NOT  BE  TRANSFERRED,  SOLD,  PLEDGED, HYPOTHECATED OR ASSIGNED
EXCEPT  AS  PERMITTED  UNDER  SUCH  SECURITIES  ACT  OR  SUCH  LAWS  PURSUANT TO
REGISTRATION OR EXEMPTION THEREFROM AND PURSUANT TO STATE SECURITIES OR BLUE SKY
LAWS.

THIS  OFFERING IS BEING MADE ONLY TO ACCREDITED INVESTORS AS DEFINED IN RULE 501
OF  REGULATION  D  UNDER  THE  SECURITIES  ACT. IN MAKING AN INVESTMENT DECISION
ACCREDITED  INVESTORS  MUST RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE
TERMS  OF  THE  OFFERING,  INCLUDING  THE  MERITS  AND RISKS INVOLVED.  PIRINATE
ACKNOWLEDGES  THAT THEY HAVE REVIEWED ALL OF THE SEC PUBLIC REPORTS FILED BY THE
COMPANY  AND  THAT  THEY  HAVE REVIEWED THE FINANCIAL STATEMENTS OF THE COMPANY.

     6.  CONFIDENTIALITY.  Pirinate  and  Davis  shall  maintain  all non-public
         ---------------
information  of  MCC  as  strictly  confidential  except to the extent otherwise
required  by  applicable  law  or  court  order.

     7.  ENTIRE  AGREEMENT.  This Agreement contains the entire understanding of
         -----------------
the  parties hereto in respect to its subject matter. There are no restrictions,
promises, warranties, covenants, or undertakings, other than those expressly set
forth  herein  and  therein.  This Agreement supersedes all prior agreements and
understandings  between  the  parties  with  respect  to  such  subject  matter.

     8.  COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or  more
         ------------
counterparts,  each of which shall be deemed an original, but all of which shall
together  constitute  one  and  the  same  instrument.



                            [SIGNATURE PAGE FOLLOWS]


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<PAGE>

IN  WITNESS  WHEREOF, this Agreement has been duly executed as of the date first
set  out  below.


FOR  MURDOCK  COMMUNICATIONS  CORPORATION,  INC.


/s/    Wayne  Wright                                08/08/02
-----------------------                             --------
Wayne  Wright                                       Date
Interim  Principal  Accounting  Officer



FOR  PIRINATE  CONSULTING  GROUP,  L.L.C.


BY:  /s/  Eugene  I.  Davis
   --------------------------             ----------
     Eugene  I.  Davis                    Date
     Managing  Member


     /s/  Eugene  I.  Davis
   --------------------------             -----------
     Eugene  I.  Davis                    Date
     An  Individual

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