Voting Agreement Dated June 3, 2003



 Exhibit 10.49 
  
 VOTING AGREEMENT 
  
 This VOTING AGREEMENT, dated as of June 3, 2003 (the “Agreement”), is by and between Polar Molecular Corporation, a Delaware corporation
(the “Company”), and each of the Persons listed on Schedule I attached hereto (each a “Covered Stockholder” and collectively the “Covered Stockholders”). Each of the Covered Stockholders is a
stockholder in the Company (the “Company”). 
  
 W
I T N E S S E T H: 
  
 WHEREAS, the Company has entered into an
Agreement and Plan of Merger, dated as of December 19, 2001, as amended (the “Merger Agreement”), which provides for, upon the terms and subject to the conditions set forth therein, the merger of a wholly owned subsidiary of Murdock
Communications Corporation, an Iowa corporation (“Murdock”), with and into the Company (the “Merger”); 
  
 WHEREAS, immediately prior to the Merger, Murdock will be reincorporated into Polar Molecular Holding Corporation, a Delaware corporation
(“Holding”); 
  
 WHEREAS, in the Merger, Holding
will issue shares of its common stock (the “Holding Common Stock”) to stockholders of the Company as merger consideration for their shares in Polar; 
  
 WHEREAS, as of the date hereof, each Covered Stockholder owns beneficially and of record the number of shares of the
Company’s common stock, par value $.0001 per share (all such shares, and any shares of Holding Common Stock, so owned and which may hereafter be acquired by such Covered Stockholder prior to the termination of this Agreement, whether upon the
exercise of options or by means of purchase, dividend, distribution or otherwise, being referred to herein as such Covered Stockholder’s “Common Shares”), set forth opposite such Covered Stockholder’s name in Schedule
I attached hereto; and 
  
 WHEREAS, the Covered Stockholders
desire to provide Mark L. Nelson (“Nelson”) with a proxy to vote their Common Shares on all matters to be brought before the stockholders of Polar, and after the Merger, Holding; 
  
 NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements herein contained, and intending to be legally bound hereby, the Covered Stockholders hereby agree as follows: 
  
 1. Consent and Voting Matters; Other Covenants of the Covered Stockholders. 
  
 (a) Agreement to Vote. Each Covered Stockholder hereby agrees (for himself, herself or itself and not as to any other
Covered Stockholder) that, from the date hereof until the termination of this Agreement pursuant to paragraph 5(a) hereof (the “Term”), he, she or it shall, at any meeting (whether annual or special and whether or not an adjourned
or postponed meeting) of the stockholders of the Company (or, after the Merger, Holding), however duly called, or in 







 connection with any written consent of the holders of Common Shares, if a meeting is held, appear at such meeting or
otherwise cause such Covered Stockholder’s Common Shares to be counted as present thereat for purposes of establishing a quorum, and he, she or it shall vote or consent (or cause to be voted or consented), in person or by proxy, all such
Covered Stockholder’s Common Shares in accordance with the written instructions provided by Nelson to the Covered Shareholders prior to or at the meeting. 
  

(b) No Inconsistent Arrangements. Except as contemplated by this Agreement, each Covered Stockholder agrees (for himself, herself or itself and
not as to any other Covered Stockholder) that he, she or it shall not during the Term (i) transfer (which term shall include, without limitation, any sale, assignment, gift, pledge, hypothecation or other disposition), or consent to any transfer of,
any or all of such Covered Stockholder’s Common Shares or any interest therein, or create or, permit to exist any lien on such Common Shares (except for (x) any transfer not prohibited by the Lock-up Agreement entered into by the Covered
Stockholder in favor of the Company and (y) any other transfer permitted by the Board of Directors of the Company in its sole discretion), (ii) enter into any contract, option or other agreement or understanding with respect to any transfer of any
or all of such Common Shares or any interest therein (except for (x) any transfer not prohibited by the Lock-up Agreement entered into by the Covered Stockholder in favor of the Company and (y) any other transfer permitted by the Board of Directors
of the Company in its sole discretion), (iii) grant any proxy, power-of-attorney or other authorization in or with respect to such Common Shares, (iv) deposit such Common Shares into a voting trust or enter into a voting agreement or arrangement
with respect to such Common Shares, or (v) take any other action that would in any way restrict, limit or interfere with the performance of his obligations hereunder. 
  
 (c) Proxy. Each Covered Stockholder hereby revokes any and all prior proxies or powers of attorney in respect of his
Common Shares (other than the proxy relating to the Merger that has been sought by the Company) and constitutes and appoints Nelson, or any nominee of Nelson, as his, her or its true and lawful attorney-in-fact and proxy (with full power of
substitution and resubstitution at any time during the Term) (the “Proxy”), for and in his, her or its name, place and stead, to execute and deliver a written consent and to vote such Covered Stockholder’s Common Shares as
indicated in paragraph 1(a) above and to vote each of such Common Shares as his or its Proxy, at every annual, special, adjourned or postponed meeting of the stockholders of the Company (and after the Merger, Holding). THE FOREGOING PROXY AND POWER
OF ATTORNEY ARE IRREVOCABLE AND COUPLED WITH AN INTEREST THROUGHOUT THE TERM. 
  
 (d) Disclosure. Each Covered Stockholder hereby authorizes Holding to publish and disclose in all documents and schedules filed and to be filed with the SEC his, her or its identity and ownership of the Common
Shares and the nature of his, her or its commitments, arrangements and understandings under this Agreement. 
  
 2. Representations and Warranties of the Covered Stockholders. Each Covered Stockholder, severally but not jointly, makes the following
representations and warranties to the Company: 
  
 (a) Power;
Binding Agreement. Such Covered Stockholder has the power and authority to enter into and perform all of his, her or its obligations under this Agreement (including 
  

 -2- 








 the power and authority without further action on the part of any stockholders, members or partners thereof or any other
juridical or nonjuridical person to comply with the consent and voting requirements of paragraph 1 hereof). The execution, delivery and performance of this Agreement by such Covered Stockholder will not violate any other agreement to which such
Covered Stockholder is a party (including any trust agreement, voting agreement, stockholders agreement or voting trust). This Agreement has been duly and validly authorized, executed and delivered by such Covered Stockholder and constitutes a valid
and binding agreement of such Covered Stockholder, enforceable against it in accordance with its terms, except as limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditor’s rights generally or
(ii) general principles of equity, whether such enforceability is considered in a proceeding in equity or law, and to the discretion of the court before which any proceeding therefor may be brought. 
  
 (b) No Conflict. Other than any filings required under the Securities
and Exchange Act of 1934, as amended, and the rules and regulations thereunder, no filing with, and no permit, authorization, consent or approval of, any state or federal public body or authority is required to be made or obtained by such Covered
Stockholder for the execution of this Agreement by such Covered Stockholder. Neither the execution and delivery of this Agreement by such Covered Stockholder nor the consummation by such Covered Stockholder of the transactions contemplated hereby
nor compliance by such Covered Stockholder with any of the provisions hereof shall (i) conflict with or result in any breach of such Covered Stockholder’s certificate of incorporation, bylaws, operating agreement, partnership agreement or other
organizational or governing document or agreement, as the case may be, (ii) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default (or give rise to any third party right of termination,
cancellation, modification or acceleration) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, contract, commitment, arrangement, understanding, agreement or other instrument or obligation of any kind
to which such Covered Stockholder is a party or by which such Covered Stockholder or any of the Covered Stockholder’s properties or assets may be bound or (iii) violate any order, writ, injunction, decree, judgment, order, statute, rule or
regulation applicable to such Covered Stockholder or any of such Covered Stockholder’s stockholders, partners, members, properties or assets. 
  
 (c) Ownership of Common Shares. Such Covered Stockholder is the record owner of the number Common Shares set forth opposite his, her or its name on
Schedule I attached hereto, free and clear of any liens. Such Covered Stockholder has sole voting power, and sole power of disposition, with respect to all of such Covered Stockholder’s Common Shares. 
  
 3. Certain Events. Each Covered Stockholder agrees (for himself or
itself and not as to any other Covered Stockholder) that this Agreement and the obligations hereunder shall attach to such Covered Stockholder’s Common Shares and shall be binding upon any person or entity to which legal or beneficial ownership
of such Common Shares shall pass, whether by operation of law or otherwise, including, without limitation, the Covered Stockholder’s administrators, successors or receivers. Notwithstanding any transfer of Common Shares (except for (x) any
transfer not prohibited by the Lock-up Agreement entered into by the Covered Stockholder in favor of the Company and (y) any other transfer permitted by the Board of Directors of the Company in its sole discretion), a transferor shall remain liable
for the performance of all of its obligations under this Agreement. 
  

 -3- 








 4. Stop Transfer. Each Covered Stockholder agrees with, and covenants to the Company, that it
shall not request that the Company register the transfer (book-entry or otherwise) of any certificate or uncertificated interest representing any of the Common Shares (except for (x) any transfer not prohibited by the Lock-up Agreement entered into
by the Covered Stockholder in favor of the Company and (y) any other transfer permitted by the Board of Directors of the Company in its sole discretion), unless such transfer is made in compliance with this Agreement. Such Covered Stockholder agrees
that it will no longer hold any Common Shares, whether certificated or uncertificated, in “street name” or in the name of any nominee. 
  
 5. Miscellaneous. 
  
 (a) Termination. This Agreement shall terminate and be of no further force and effect upon the earliest to occur of (i) the written consent of
Nelson and the Company or (ii) three years from the date of the Merger or (iii) the termination of the Merger Agreement in accordance with its terms. No such termination of this Agreement shall relieve any party hereto from any liability for any
breach of this Agreement prior to termination. 
  
 (b)
Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 
  
 (c) Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced
by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any
manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent
of the parties as closely as possible in an acceptable manner to the end that transactions contemplated hereby are fulfilled to the maximum extent possible. 
  
 (d) Attorneys’ Fees. In the event that any action or proceeding, including without limitation, arbitration, is commenced by any party hereto
for the purpose of enforcing any provision of this Agreement, the parties to such action, proceeding or arbitration shall receive as part of any award, judgment, decision or other resolution of such action, proceeding or arbitration their costs and
reasonable attorneys’ fees as determined by the person or body making such award, judgment, decision or resolution. 
  
 (e) Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes any and all other prior
agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof, and this Agreement is not intended to confer upon any other person any rights or remedies hereunder (other than Holding
as set forth herein). Nothing in this Agreement shall be construed as an agreement among the Covered Stockholders, but rather this Agreement shall be construed as an Agreement between Nelson and the Company, on the one hand, and each of the Covered
Stockholders (other than Nelson), on the other hand. 
  

 -4- 








 (f) Assignment. This Agreement shall not be assigned by operation of law or otherwise (except that
the rights, interest and obligations of the Company hereunder shall be automatically transferred to Holding at the time of the Merger). 
  
 (g) Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts
executed in and to be performed entirely within that State. 
  
 (h) Amendment. This Agreement may not be amended except by a written instrument executed by Nelson, the Company and each of the Covered Stockholders affected thereby. 
  
 (i) Counterparts. This Agreement may be executed in one or more 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 shall constitute one and the same agreement. 
  
 * * * * * 
  

 -5- 








 IN WITNESS WHEREOF, the Company and the Covered Stockholders have caused this Agreement to be executed as
of the date first written above. 
  

					
	 	 	 POLAR MOLECULAR CORPORATION

			
	 	 	 By:
	 	   /s/ Mark L. Nelson


	 	 	 Name:
	 	 Mark L. Nelson

	 	 	 Title:
	 	 President and CEO

		
	 	 	 COVERED STOCKHOLDERS:



  

	
	
	   /s/ Mark L. Nelson


	
	   /s/ Alan L. Smith


	 Alan L. Smith Trust

	
	   /s/ Alan L. Smith, Trustee


	
	   /s/ Chandra B. Prakash


	
	   /s/ Chuck Eisenstein


	
	   /s/ Deborah A. Pilkington


	
	   /s/ R, J. Socia


	
	   /s/ Robert J. MacKenzie


	
	   /s/ Otis L. Nelson, Jr.


	
	   /s/ A. Richard Nelson and Ramona L. Nelson


	
	   /s/ Peter Nelson


	 David Paul Otis Nelson Trust UA dated 8/19/98

	
	   /s/ Joan Nelson, Trustee


	
	   /s/ Joan Nelson


	
	   /s/ Delores Coy-DeJongh


	
	   /s/ Mary Ann Foust


	
	   /s/ Gilbert Chapelet












	
	
	   /s/ Terry L. Hall


	
	   /s/ Terry L. Hall and Kelly A. Hall


	
	   /s/ Terry L. Hall, as custodian for Jennifer, Trevor, Chelsea and Emily Hall


	 LAM Co.

	
	   /s/ Terry L. Hall, President


	
	   /s/ James R. Clarke


	
	   /s/ Walter A. Fay


	
	   /s/ William G. Morgan


	
	   /s/ Charles Uray, Jr.


	
	   /s/ Joe A. Romkema


	
	   /s/ Paul J. Ethington


	 Smith Family One, LLC

	
	   /s/ Alan L. Smith, President


	
	   /s/ John D. Loveall and Karen S. Loveall


	
	   /s/ John Loveall


	 Lockhart Holdings, Inc.

	
	   /s/ T. Gillespie, President


	
	   /s/ Guy R. Greve


	 The Marguerita P. Greve Irrevocable Trust

	
	   /s/ Guy R. Greve


	
	   /s/ Stan Krancj


	
	   /s/ Dr. Marvin Jewell


	
	   /s/ Debbie J. Patterson Socia











 SCHEDULE I 
 Common Share Ownership 
  

			
	 Name and Address
 of Covered
Stockholders

	  	Number of Common Shares
Beneficially Owned


	 Mark L. Nelson
	  	2,284,429
	 Alan L. Smith
	  	567,411
	 Alan L. Smith Trust
	  	0
	 Chandra B. Prakash
	  	512,832
	 Charles T. Eisenstein
	  	312,223
	 Deborah A. Pilkington
	  	326,691
	 Richard J. Socia
	  	663,797
	 Robert J. MacKenzie
	  	150,845
	 Otis L. Nelson, Jr.
	  	621,325
	 A. Richard Nelson and Ramona L. Nelson
	  	1,456,526
	 Peter Nelson
	  	444,444
	 David Paul Otis Nelson Trust UA dated 8/19/98
	  	888,889
	 Joan Nelson
	  	444,444
	 Delores Coy-DeJongh
	  	126,886
	 Mary Ann Foust
	  	24,500
	 Gilbert Chapelet
	  	311,112
	 Terry L. Hall
	  	127,898
	 Terry L. Hall and Kelly A. Hall
	  	639,489
	 Terry L. Hall, as custodian for Jennifer, Trevor, Chelsea and Emily Hall
	  	13,332
	 LAM Co.
	  	45,975
	 James R. Clarke
	  	133,334
	 Walter A. Fay
	  	995,066
	 William G. Morgan
	  	810,934
	 Charles Uray, Jr.
	  	875,720
	 Joe A. Romkema
	  	346,130
	 Paul J. Ethington
	  	144,445
	 Smith Family One, LLC
	  	33,333
	 John and Karen Loveall
	  	677,674
	 Lockhart Holdings, Inc.
	  	161,889
	 Guy R. Greve
	  	50,719
	 The Marguerita P. Greve Irrevocable Trust
	  	38

  

 A-1 









			
	 Stan Krancj
	  	186,111
	 Dr. Marvin Jewell
	  	184,668
	 Debbie J. Patterson Socia
	  	3,556