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                                                                   Exhibit 10.36

                               SECURITY AGREEMENT

     This SECURITY AGREEMENT (the "Security Agreement") dated as of October 24,
2001, by and between Polar Molecular Corporation, a Delaware corporation (the
"Borrower") and Lockhart Holdings, Inc., a Delaware corporation (the "Lender").

                                    RECITALS

     WHEREAS, the Borrower has requested, and the Lender has agreed to make a
loan to the Borrower on the terms and conditions set forth in a Purchase
Agreement of even date herewith by and between the Borrower and the Lender (the
"Purchase Agreement") and the Convertible Promissory Note of even date herewith
(the "Note"); and

     WHEREAS, the Borrower is prohibited from granting any liens or security
interests in the Collateral (as such term is defined below) until the release of
the lien and security interest granted by the Borrower to certain parties
pursuant to the terms of that certain Security Agreement dated January 30, 2001
(the "Existing Security Agreement"); and

     WHEREAS, the Borrower has agreed in the Purchase Agreement and the Note to
grant the security interest in the Collateral contemplated by this Security
Agreement to be effective upon the release of the existing lien and security
interest granted pursuant to the Existing Security Agreement; and

     WHEREAS, the Borrower intends to use the proceeds from the loan to redeem
the Borrower's Series B Preferred Stock and has secured the commitment from
Affiliated Investments, L.L.C. ("Affiliated") to lend the Company additional
funds to redeem such preferred stock which requires the grant of a lien and
security interest in the Collateral that is superior to the lien and security
interest granted by this Security Agreement.

     NOW, THEREFORE, in consideration of the promises set forth therein and
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Borrower hereby agrees as
follows:

                                    AGREEMENT

     Section 1. Effective Date. This Security Agreement shall not become
effective and no security interest hereunder shall attach until the lien and
security interest granted pursuant to the Existing Security Agreement is
completely released. The date of such release shall be the "Effective Date" for
purposes of this Security Agreement, and none of the grants, assurances,
representations or warranties provided for herein shall become effective until
the Effective Date.

     Section 2. Grant of Security. The Borrower hereby assigns and pledges to
the Lender, and hereby grants to the Lender a lien on and security interest in,
all of the Borrower's right, title and interest in and to the following items,
whether now owned or hereafter acquired (collectively, the "Collateral"):

          (a) Patents. All patents and patent applications and the inventions
     and improvements described and claimed therein, including without
     limitation, all patents and

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     applications described on Schedule I, together with (i) all reissues,
     divisionals, continuations, renewals, substitutions, extensions and
     continuations-in-part thereof, (ii) all income, royalties, damages and
     payments now or hereafter due or payable under and with respect thereto,
     including without limitation, damages and payments for past, present and
     future infringements thereof, (iii) the right to sue for past, present and
     future infringements thereof, and (iv) all rights corresponding, incident
     or relating thereto (collectively, the "Patents");

          (b) Trademarks. All trademarks, trademark applications and
     registrations, trade names and trade name applications and registrations,
     including without limitation, all trademarks and applications and
     registrations listed on Schedule I, together with (i) all renewals thereof,
     (ii) all income, royalties, damages and payments now or hereafter due or
     payable with respect thereto, including without limitation, damages and
     payments for past, present and future infringements thereof, (iii) the
     right to sue for past, present and future infringements thereof, and (iv)
     all rights corresponding, incident or relating thereto (collectively, the
     "Trademarks"), and together with the goodwill and assets of Borrower's
     business (including without limitation, know-how, trade secrets, customer
     lists, proprietary information, inventions, methods, procedures and
     formulas) connected with the use of and symbolized by the Trademarks;

          (c) Copyrights. All copyrights and copyright registrations together
     with (i) all renewals and extensions thereof, (ii) all income, royalties,
     damages and payments now or hereafter due or payable under and with respect
     thereto, including without limitation, damages and payments for past,
     present and future infringements thereof, (iii) the right to sue for past,
     present and future infringements thereof, and (iv) all rights
     corresponding, incident or relating thereto (collectively, the
     "Copyrights");

          (d) Licenses. All licenses and similar agreements and covenants not to
     sue with respect to all Patents, Trademarks and Copyrights, or any of them
     (other than any existing license agreements or covenants not to sue which
     by their terms prohibit assignment, transfer or the grant of a security
     interest by Borrower or give the other party thereto the right to terminate
     the same upon an assignment, transfer or the grant of a security interest
     therein, which licenses or covenants not to sue do not in the aggregate
     have a material adverse effect on the value or utility of the assets of
     Borrower individually or as a whole), together with (i) all renewals,
     extensions, supplements and continuations thereof and supplements thereto,
     (ii) income, royalties, damages and payments now or hereafter due or
     payable with respect thereto, including without limitation, damages and
     payments for past, present and future breaches thereof, (iii) the right to
     sue for past, present and future breaches thereof, and (iv) all rights
     corresponding, incident or relating thereto (collectively, the "Licenses");
     and

          (e) Proceeds. All proceeds and products of any and all of the
     foregoing and, to the extent not otherwise included, any payments under
     insurance (whether or not Lender is the loss payee thereof) or under any
     indemnity, warranty or guaranty by reason of loss to or otherwise with
     respect to any of the foregoing.

     In each case, the foregoing shall be covered by this Security Agreement,
whether Borrower's ownership or other rights therein are presently held or
hereafter acquired (by

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operation of law or otherwise) and howsoever Borrower's interests therein may
arise or appear (whether by ownership, security interest, claim or otherwise).

     Section 3. Security for Liabilities. This Security Agreement secures the
payment of (i) all obligations of the Borrower now or hereafter existing under
the Note, whether for principal, interest, expenses or otherwise, and (ii) all
obligations of the Borrower now or hereafter existing under this Security
Agreement (all such obligations, together with the obligations, being the
"Liabilities"). Without limiting the generality of the foregoing, this Security
Agreement secures (subordinate only to the superior security interest in the
Collateral which will be granted to Affiliated) the payment of all amounts which
constitute part of the Liabilities which are now or at any time hereafter owing
by the Borrower to the Lender under the Note.

     Section 4. Representations and Warranties. The Borrower represents and
warrants as of the Effective Date:

          (a) Borrower is a corporation duly organized, validly existing and in
     good standing under the laws of the State of Delaware. The address of the
     chief place of business and chief executive office of the Borrower is 4600
     S. Ulster. Suite 700 Denver, Colorado 80237.

          (b) The Borrower is the legal and beneficial owner of the Collateral
     free and clear of any lien, security interest, option or other charge or
     encumbrance except for the security interest created by this Security
     Agreement and the security interest to be granted to Affiliated. No
     effective financing statement or other document similar in effect covering
     all or any part of the Collateral is on file in any recording office,
     except such as may have been filed in favor of the Lender related to this
     Security Agreement. The Borrower's exact full legal name is, and for the
     previous five year period was, as set forth in the first paragraph of this
     Security Agreement. Borrower has no trade names or styles.

          (c) This Security Agreement creates a valid security interest in the
     Collateral which, upon the filing of a UCC-1 Financing Statement pursuant
     to the applicable provisions of the UCC, shall constitute a perfected
     security interest in the Collateral (subordinate only to the superior
     security interest in the Collateral which will be granted to Affiliated)
     securing the payment of the Liabilities.

          (d) As of the date of the closing of the transactions contemplated by
     the Purchase Agreement, no consent of any other person or entity and no
     authorization, approval or other action by, and no notice to or filing
     with, any governmental authority or regulatory body is required (i) for the
     grant by the Borrower of the security interest granted hereby or for the
     execution, delivery or performance of this Security Agreement by the
     Borrower, (ii) for the perfection or maintenance of the security interest
     created hereby (other than the filing of UCC financing Statements
     describing the Collateral, in accordance with the applicable provisions of
     the UCC) or (iii) for the exercise by the Lender of its rights and remedies
     hereunder.

     Section 5. Further Assurances.

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          (a) The Borrower agrees that after the Effective Date from time to
     time, at the expense of the Borrower, the Borrower will promptly execute
     and deliver all further instruments and documents, and take all further
     action, that may be necessary or desirable, or that the Lender may
     reasonably request, in order to perfect and protect any security interest
     granted or purported to be granted hereby or to enable the Lender to
     exercise and enforce its rights and remedies hereunder with respect to any
     Collateral. Without limiting the generality of the foregoing, upon the
     Effective Date, the Borrower will upon such request, execute and file such
     financing or continuation statements, or amendments thereto, and such other
     instruments or notices, as may be necessary or desirable, or as the Lender
     may request, in order to perfect and preserve the security interest granted
     or purported to be granted hereby.

          (b) As of the Effective Date, the Borrower hereby authorizes the
     Lender to file one or more financing or continuation statements, and
     amendments thereto, related to all or any part of the Collateral without
     the signature of the Borrower where permitted by law. A photocopy or other
     reproduction of this Security Agreement or any financing statement covering
     the Collateral or any part thereof shall be sufficient as a financing
     statement where permitted by law.

          (c) The Borrower will furnish to the Lender from time to time
     statements and schedules further identifying and describing the Collateral
     and such other reports in connection with the Collateral as the Lender may
     reasonably request, all in reasonable detail.

     Section 6. Location of Collateral. The Borrower shall keep its chief place
of business and chief executive office and the office where it keeps its records
concerning the Collateral, if any, at the locations referred to in Section 4(a)
or, upon 30 days' prior written notice to the Lender, at any other locations in
a jurisdiction where all action required by Section 5 shall have been taken with
respect to the Collateral. The Borrower shall not change its name or its
jurisdiction of incorporation unless prior written notice has been provided to
Lender.

     Section 7. Transfers and Other Liens. The Borrower shall not (i) sell,
assign (by operation of law or otherwise) or otherwise dispose of, or grant any
option with respect to, any of the Collateral, or (ii) after the Effective Date,
create or permit to exist any lien, security interest, option or other charge or
encumbrance upon or with respect to any of the Collateral with rights superior
to those granted to Lender under this Security Agreement, except as provided
herein. Lender acknowledges and accepts that Borrower intends to grant liens and
security interests to Affiliated that will be superior to the rights granted to
Lender under this Security Agreement.

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     Section 8. Events of Default. The continuation of any of the following
after 10 days written notice to the Borrower shall constitute an "Event of
Default" hereunder:

          (a) Borrower shall fail to pay the Liabilities or fail to perform any
obligations hereunder, or under the Note;

          (b) Any representation, warranty, or statement made by Borrower herein
or in connection with this Security Agreement or the Note shall prove to have
been incorrect or untrue in any material respect on or as of the date made, or
as of the Effective Date, as applicable; or

          (c) Borrower shall default in the observance or performance of any
term, indemnity, covenant or agreement contained herein or in connection with
the Note.

     Section 9. Lender Appointed Attorney-in-Fact. The Borrower hereby
irrevocably appoints the Lender the attorney-in-fact of the Borrower, with full
authority in the place and stead of the Borrower and in the name of the
Borrower, the Lender or otherwise, from time to time in the Lender's discretion
following the occurrence and during the continuance of an Event of Default, to
take any action and to execute any instrument which the Lender may deem
necessary or advisable to accomplish the purposes of this Security Agreement,
including, without limitation:

          (a) To ask, demand, collect, sue for, recover, compromise, receive and
     give acquittance and receipts for moneys due and to become due under or in
     connection with the Collateral.

          (b) To receive, endorse, and collect any drafts or other instruments,
     documents and chattel paper, in connection therewith.

          (c) To file any claims or take any action or institute any proceedings
     which the Lender may deem necessary or desirable for the collection of any
     of the Collateral or otherwise to enforce the rights of the Lender with
     respect to any of the Collateral.

     The provisions of this Section 9 shall terminate upon termination of the
Note and the complete satisfaction and repayment of all of Borrower's
obligations thereunder.

     Section 10. The Lender's Duties. Except for the safe custody of any
Collateral in its possession and the accounting for moneys actually received by
it hereunder, the Lender shall have no duty as to any Collateral or as to the
taking of any necessary steps to preserve rights against prior parties or any
other rights pertaining to any Collateral. The Lender shall be deemed to have
exercised reasonable care in the custody and preservation of any Collateral in
its possession if such Collateral is accorded treatment substantially equal to
that which the Lender accords its own property.

     Section 11. Remedies. If any Event of Default shall have occurred and be
continuing:

          (a) Subject to Borrower's right to redeem the Collateral at any time
     prior to any disposition of such collateral to a bona fide third party, the
     Lender may exercise in respect of the Collateral, in addition to other
     rights and remedies provided for herein or

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     otherwise available to it, all the rights and remedies of a secured party
     on default under the UCC (whether or not the UCC applies to the affected
     Collateral), and also may (i) require the Borrower to, and the Borrower
     hereby agrees that it will at its expense and upon request of the Lender
     forthwith, assemble all or part of the Collateral as directed by the Lender
     and make it available to the Lender at a place to be designated by the
     Lender which is reasonably convenient to both parties and (ii) without
     notice except as specified below, sell the Collateral or any part thereof
     in one or more parcels at public or private sale, at any of the Lender's
     offices or elsewhere, for cash, on credit or for future delivery, and upon
     such other terms as the Lender may deem commercially reasonable. The
     Borrower agrees that, to the extent notice of sale shall be required by
     law, at least thirty days' notice to the Borrower of the time and place of
     any public sale or the time after which any private sale is to be made
     shall constitute reasonable notification. The Lender shall not be obligated
     to make any sale of Collateral regardless of notice of sale having been
     given. The Lender may adjourn any public or private sale from time to time
     by announcement at the time and place fixed therefor, and such sale may,
     without further notice, be made at the time and place to which it was so
     adjourned. Lender may disclaim warranties of title, possession, quiet
     enjoyment and the like. Any action pursuant to this paragraph shall not
     affect the commercial reasonableness of the sale.

          (b) Any cash held by the Lender as Collateral and all cash proceeds
     received by the Lender in respect of any sale of, collection from, or other
     realization upon all or any part of the Collateral may, in the discretion
     of the Lender, be held by the Lender as Collateral for, and/or then or at
     any time thereafter be applied in whole or in part by the Lender against,
     all or any part of the Liabilities. Any surplus of such cash or cash
     proceeds held by the Lender and remaining after payment in full of all the
     Liabilities shall be paid over to the Borrower or to whomsoever may be
     lawfully entitled to receive such surplus.

     Section 12. Amendments, Etc. No amendment or waiver of any provision of
this Security Agreement, and no consent to any departure by the Borrower
heretofrom, shall in any event be effective unless the same shall be in writing
and signed by the Lender, and then such waiver or consent shall be effective
only in the specific instance and for the specific purpose for which given.

     Section 13. Addresses for Notices. All notices and other communications
provided for hereunder shall be made, and shall be effective when made, in the
manner and to the addresses set forth in the Note.

     Section 14. Continuing Security Interest. This Security Agreement shall
create a continuing assignment of and security interest in the Collateral and
shall (i) remain in full force and effect until the payment in full of the
Liabilities, (ii) be binding upon the Borrower, its successors and assigns and
(iii) inure to the benefit of, and be enforceable by, the Lender and its
permitted successors, transferees and assigns. Upon any termination of the
Security Agreement, the Lender will, at the Borrower's expense, execute and
deliver to the Borrower such documents as the Borrower shall reasonably request
to evidence such termination.

     Section 15. GOVERNING LAW. THE LENDER AND THE BORROWER AGREE THAT EXCEPT AS
REQUIRED BY MANDATORY PROVISIONS OF LAW

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AND EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE SECURITY INTEREST HEREUNDER,
OR ANY OF THE REMEDIES HEREUNDER, IN RESPECT OF PARTICULAR COLLATERAL, MAY BE
GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF COLORADO, ANY
DISPUTE BETWEEN THEM ARISING OUT OF OR RELATED TO THE RELATIONSHIP ESTABLISHED
BETWEEN THEM IN CONNECTION WITH THIS SECURITY AGREEMENT, AND WHETHER ARISING IN
CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF COLORADO.

     Section 16. Severability. Wherever possible, each provision of this
Security Agreement shall be interpreted in such manner as to be effective and
valid under applicable law, but if any provision of this Security Agreement
shall be prohibited by or invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity without invalidating
the remainder of such provision or the remaining provisions of this Security
Agreement.

     Section 17. Section Headings. All section headings are inserted for
convenience of reference only and shall not affect any construction or
interpretation of this Security Agreement.

     Section 18. Execution. This Security Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. To the extent
that any other document or instrument between the Borrower and the Lender in
existence as of the date hereof purports to grant any security interest in and
to the Collateral to the Lender, this Security Agreement hereby supercedes and
replaces any such document or instrument and all terms thereof.

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     The parties hereto have caused this Security Agreement to be executed as of
the date first above written and to be effective as of the Effective Date.

                                   BORROWER:

                                   POLAR MOLECULAR CORPORATION


                                   By: /s/ Mark L. Nelson
                                       -----------------------------------------
                                           Mark L. Nelson
                                           President and Chief Executive Officer

                                   LENDER:

                                   LOCKHART HOLDINGS, INC.


                                   By: /s/ Thomas J. Gillespie, Jr.
                                       -----------------------------------------
                                           Thomas J. Gillespie, Jr.
                                           President