<PAGE>

                                                                   Exhibit 10.42

                               PLACEMENT AGREEMENT

     This Placement Agreement ("Agreement") is made as of this 21st day of
December 2001, between Berthel Fisher & Company Financial Services, Inc.,
("Placement Agent") and Polar Molecular Corporation, (the "Company").

                                    RECITALS

     WHEREAS, desires to enter into an Agreement And Plan of Merger (the "Merger
Agreement") among itself, Murdock Communications Corporation ("Murdock") and a
wholly owned subsidiary of Murdock; and

     WHEREAS, as a condition precedent to the Merger, the Company must raise
capital; and

     WHEREAS, the Company desires to offer to sell up to Seven Hundred Thousand
Dollars ($700,000) (the "Interim Offering") of 10% Secured Convertible Notes
(the "Interim Promissory Notes"), which shall be accomplished in two parts, the
Initial Interim Offering during which the parties will attempt to raise Three
Hundred Thousand Dollars ($300,000) (the "Initial Interim Offering") and the
Subsequent Interim Offering during which the parties will attempt to raise Four
Hundred Thousand Dollars ($400,000) (the "Subsequent Initial Offering") both of
which will be raised from a limited number of accredited investors which
includes Company insiders; and

     WHEREAS, the Company wishes to offer to sell (the "Offering") up to One
Million Five Hundred Thousand Dollars ($1,5000,000) of 10% Secured Convertible
Notes (hereinafter referred to as the "Promissory Notes"). From time to time the
Interim Promissory Notes and the Promissory Notes may be collectively referred
to as the "Securities". In the event of the sale of the entire One Million Five
Hundred Thousand Dollars of the Promissory Notes there may be an additional over
allotment of up to Five Hundred Thousand Dollars ($500,000), all of which, if
sold, will be considered part of the Promissory Notes. The Securities shall be
sold only to "accredited investors" as defined in Rule 501(a) of Regulation D
promulgated by the Securities Act of 1933; and

     WHEREAS, the Interim Offering and the Offering is to be effected by a
private placement that is exempt from registration under the Securities Act of
1933, as amended (the "1933 Act"), and the regulations promulgated thereunder;
and

     WHEREAS, the parties contemplate that the Company will prepare a Private
Placement Memorandum regarding the Offering and

<PAGE>


the Promissory Notes (the "Memorandum") which shall include, among other things,
a current business plan; and

     WHEREAS, the Securities to be sold through the Interim Offering and the
Offering are to be sold only to a limited number of accredited investors
(collectively, the "Purchasers" and individually a "Purchaser") on the basis of
the terms set forth in the Memorandum; and

     NOW, THEREFORE, in consideration of the foregoing, the premises and
representations contained herein, and the payment of valuable consideration,
receipt of which is hereby acknowledged by each party hereto, it is agreed as
follows:

                                      TERMS

1.   Engagement of Placement Agent and Exclusivity.

The Company engages Placement Agent to act as exclusive Placement Agent for the
Interim Offering and the Offering through the "Offering Period", however
Placement Agent has the right to use the services of other broker-dealers as set
out in paragraph 9 herein. On the basis of the representations, warranties and
covenants herein contained, but subject to the conditions herein set forth,
Placement Agent is hereby appointed as exclusive Placement Agent for the Interim
Offering and the Offering through the Interim Offering Period and the Offering
Period for the purpose of finding Purchasers for the Securities.

2.   The Interim Offering Period and the Offering Period.

     a.   This Agreement shall be executed at substantially the same time as the
          Merger Agreement and the Interim Offering Period shall commence upon
          execution of this Agreement. The Interim Offering Period shall
          terminate at the close of business twenty (20) days after the
          execution of the Agreement (the "Interim Offering Termination Date")
          and may be extended by the mutual agreement of the Company and the
          Placement Agent for an additional twenty (20) days (or shorter)
          period, in which case the term Interim Offering Termination date shall
          include the later date.

     b.   The Offering Period shall commence as of the date setout in the
          Memorandum (the "Commencement Date"). The Offering Period shall
          terminate at the close of business ninety (90) days after the
          Commencement Date (the "Termination Date"). The Termination Date may
          be extended by the parties for one (1) additional ninety (90) day (or
          shorter) period thereafter, upon the agreement of the Company and the
          Placement Agent, in which case the term "Termination Date" shall mean
          such later date.

<PAGE>

3.   Acceptance of Appointment.

Subject to the observance of and performance by all the parties hereto of all
their obligations to be observed and performed hereunder, and to the execution
and delivery by Placement Agent of a copy of this Agreement as hereinafter
provided, Placement Agent accepts such agency and agrees to use its best efforts
during the Interim Offering Period and the Offering Period to find Purchasers
for the Securities on the terms and conditions herein set forth.

4.   The Securities.

The Securities to be offered pursuant to the Interim Offering and the Offering
shall be structured generally as follows:

     a.   The Interim Offering shall consist of up to Seven Hundred Thousand
          Dollars ($700,000) of Interim Promissory Notes with each Interim
          Promissory Note in a minimum amount of Ten Thousand Dollars ($10,000).

     b.   The Offering shall consist of up to One Million Five Hundred Thousand
          Dollars ($1,500,000) in Promissory Notes, with each Promissory Note in
          a minimum amount of Ten Thousand Dollars ($10,000).

     c.   At the Purchaser's option, the Interim Promissory Notes shall be
          convertible into common stock of the Company at the time of a merger
          of the Company with a publicly traded company or before. The
          Promissory Notes shall be mandatorily convertible into common stock of
          the Company at the time of a merger of the Company with a publicly
          traded company, or before, at the discretion of the Holder of the
          Promissory Notes, all of which shall be more fully described in the
          Memorandum. At the Company's discretion, the Company may decide to
          accept subscriptions for Securities in amounts less than the minimum
          amount stated above. Along with each Interim Promissory Note and each
          Promissory Note the Company shall reserve such common stock sufficient
          to meet the demand in the event all the Securities are converted into
          common stock. The conversion rate(s) for the Securities shall be fixed
          and determined, based on a capitalization table as determined by and
          mutually agreed upon by the Company and the Placement Agent.

5.   Sale of Securities and Closings.

     a.   Immediately after the receipt by Placement Agent from a subscriber of
          an executed Subscription Agreement accompanied by payment of the
          purchase price for the Securities subscribed for (the "Purchase
          Price"),

<PAGE>

          Placement Agent will notify the Company and will deliver to the
          Company the Subscription Agreement and the Purchaser representative's
          certificate (if applicable) and evidence of such payment.

     b.   The Company shall, within five (5) calendar days following receipt of
          an executed Subscription Agreement and evidence of payment, elect to
          accept or reject the subscription and with respect to any Subscription
          Agreement rejected by the Company, the Company shall return the
          Subscription Agreement along with the purchase price tendered by the
          subscriber if then held by the Company to the Placement Agent, for
          return to the subscriber.

     c.   If subscriptions for more than the total amount of the Interim
          Offering or the Offering are received, the order in which
          subscriptions are accepted by the Company shall govern selection among
          qualified Purchasers.

     d.   The date on which the first actual closing for the sale and purchase
          of the Securities occurs, and each subsequent actual closing made
          thereafter in accordance with the terms hereof, shall be called a
          "Closing." The first Closing ("Initial Closing") and additional
          Closings shall be held at the offices of the Company or at such other
          place and at such time as the parties shall mutually agree or such
          Closing may be accomplished by preparation of all closing paperwork by
          the Placement Agent, which will be forwarded to the Company by
          overnight delivery via recognized commercial carrier.

     e.   Checks or wire transfers from the Purchasers for subscriptions to the
          (i) Interim Offering shall be made out to F&M Bank Interim Offering
          Account FBO Polar Molecular Corporation (the "Interim Offering
          Account") and (ii) for the Offering shall be made out to F&M Bank
          Escrow Account FBO Polar Molecular Corporation (the "Escrow Account")
          and shall be forwarded to the Placement Agent at the address stated
          herein. Upon receipt of any funds for subscriptions by subscribers for
          the purchase of the Securities, Placement Agent will deposit said
          funds into either the Interim Offering Account or the Escrow Account,
          whichever is applicable, until the time of each Closing at which time
          the funds will be forwarded to the Company. Placement Agent may have
          to delay Closings from time to time until said funds held in either
          the Interim Offering Account or the Escrow Account are deemed to be

<PAGE>

          available funds in accordance with the procedures set out by F&M Bank.

     f.   The Purchase Price paid by any person whose subscription is rejected
          shall be returned by the Placement Agent to such person in accordance
          with the Memorandum.

6.   Compensation.

     a.   Upon execution of this Agreement a non-refundable due diligence fee in
          the amount of Twenty Five Thousand Dollars ($25,000) will be due to
          the Placement Agent from the Company (the "Due Diligence Fee"),
          payable as set forth in Section 6.b(1) below.

     b.   As compensation for the Placement Agent's services in the Interim
          Offering, payment shall be as follows:

          (1)  Out of the proceeds of the Initial Interim Offering, the Company
               shall pay to the Placement Agent the Due Diligence Fee set out
               above.

          (2)  Out of the proceeds` of the Subsequent Interim Offering, the
               Company shall pay to the Placement Agent a fee equal to $40,000
               in the event that the entire amount of the Subsequent Interim
               Offering is raised by the parties or in the event that less than
               the entire amount of the Subsequent Interim Offering is raised
               then the Company shall pay to the Placement Agent a fee equal to
               ten percent (10%) of the amount raised in the Subsequent Interim
               Offering.

     c.   As compensation for Placement Agent's services in finding subscribers
          for the Promissory Notes in the Offering, the Company hereby agrees to
          pay to Placement Agent, out of proceeds of the Offering, at each
          Closing, a commission ("Commission") in an amount equal to ten percent
          (10%) of the gross cash proceeds from the sale of the Promissory Notes
          to be disbursed to the Company at such Closing. In addition the
          Company shall pay to the Placement Agent, at each Closing during the
          Offering, a non accountable expense allowance equal to 3% of the gross
          cash proceeds to be distributed to the Company from the sale of the
          Promissory Notes and a due diligence fee equal to 2% of the gross cash
          proceeds to be distributed to the Company from the sale of the
          Promissory Notes, said 2% due diligence fee will be

<PAGE>

          paid to Houlihan Smith for completion of its due diligence and other
          activities it performs on behalf of the Company. .

     d.   As further compensation for Placement Agent's services in finding
          subscribers for the Securities sold during the Offering, at the final
          Closing, the Company hereby agrees to deliver to Placement Agent a
          Warrant (the "Placement Agent Warrant") for the purchase of the number
          of shares of common stock of the Company equal to 10% of the total
          dollar amount of the Promissory Notes issued as a result of the
          Offering. The Placement Agent Warrant shall have an exercise price
          equal to 120% of the price of the underlying stock of the Offering at
          the time of the Closing. The Placement Agent Warrant shall expire
          three (3) years from the date of issuance and shall contain the normal
          terms and conditions of warrants of this size and type, which shall
          include but not necessarily be limited to the right to a cashless
          exercise, piggyback registration rights and standard anti dilution
          provisions.

7.   Payment of Expenses and Fees.

     a.   Whether or not the Offering contemplated by this Agreement is
          consummated or this Agreement is terminated, the Company will pay all
          costs and expenses incident to the performance of its obligations
          under this Agreement, including, without limitation, costs and
          expenses incident to the following:

          i.   The preparation and printing or photocopying of copies of the
               Memorandum and all instruments and documents prepared in
               connection with the Offering and the Memorandum; and

          ii.  The establishment of the exemption of the Securities from
               qualification or registration under the securities or "blue sky"
               laws of the states and other jurisdictions reasonably designated
               by Placement Agent as those in which Placement Agent or any
               broker/dealer employed by it intends to sell, or offer for sale,
               the Securities; and

          iii. Services of counsel for the Company, including disbursements
               incurred in connection therewith; and

          iv.  Placement Agent shall have no liability to the Company with
               respect to any of the foregoing.

<PAGE>

     b.   If the Company does not close the Offering, the Company shall
          reimburse Placement Agent for all reasonable out-of-pocket expenses
          (which shall not include compensation or benefits for the personnel of
          Placement Agent) incurred by Placement Agent in connection with this
          Agreement, including but not limited to Placement Agent's attorney's
          fees, travel expenses, documents preparation and other professional
          advisors if required, which Placement Agent does not expect to exceed
          $15,000. Placement Agent shall provide an invoice for all such
          expenses to be reimbursed and payment of any expenses shall be made
          only after receipt by the Company of such invoices.

     c.   Except as otherwise specifically provided in this Agreement, Placement
          Agent and the Company shall each pay its respective expenses incident
          to this Agreement and the transactions contemplated hereby, and no
          party to this Agreement shall have any liability for such expenses
          incurred by any other party.

8.   Investor Suitability Standards and Accredited Investor Status.

     Every Purchaser participating in the Interim Offering or the Offering must:

     a.   Be an accredited investor as defined by Rule 501(a) of Regulation D
          promulgated pursuant to the Securities Act of 1933.

     b.   Have no need for liquidity and have adequate means of providing for
          current needs and contingencies.

     c.   Be able to accept limitations on transferability because there is not
          now any public market for the Securities, and the transferability of
          the Securities is affected by restrictions on resales imposed by
          federal securities laws and the laws of some states.

     d.   Have, alone or with a purchaser representative(s), such knowledge and
          experience in financial matters, that are capable of evaluating,
          either alone or with their purchaser representative(s), the merits and
          risks of an investment in the Securities.

9.   Soliciting Dealers.

In connection with the performance of its obligation under this Agreement,
Placement Agent may, in its sole discretion, use the services of broker-dealers
("Soliciting Dealers") who are members in good standing of the National
Association of Securities

<PAGE>

Dealers, Inc. (NASD) and, as compensation for their services, may pay to
Soliciting Dealers an amount up to the amount of any commission received by
Placement Agent pursuant to the terms hereof. Such amount will be paid to
Soliciting Dealers by Placement Agent only out of the compensation received by
Placement Agent in respect of such sales of Securities as described in Section
6. Placement Agent shall reimburse any Soliciting Dealer for the Soliciting
Dealer's due diligence expenses incurred in connection with the Offering and the
Company shall have no obligation to reimburse Placement Agent for such due
diligence expense payments to Soliciting Dealers. The arrangements between
Placement Agent and any Soliciting Dealer shall be set forth in a Soliciting
Dealer Agreement obligating the Soliciting Dealer to fulfill all requirements
imposed on Placement Agent by this Agreement.

10.  Representations, Warranties and Covenants of the Company.

The Company represents, warrants and covenants to and agrees with Placement
Agent, as of the date hereof, and as of each Closing, as follows:

     a.   The Company's Certificate of Incorporation authorizes the issuance of
          the Interim Promissory Notes, the Promissory Notes and Warrants and
          the shares of common stock issuable upon exercise of the Warrants and
          that the Company has reserved and will continue to reserve shares of
          common stock so that at the time of the exercise of the Warrants there
          will be an adequate number of Shares of common stock available to be
          issued.

     b.   All action required to be taken by the Company as a condition to the
          offer and sale of the Securities to qualified Purchasers has been
          taken or will have been taken prior to the Closing.

     c.   Upon (i) payment of the Purchase Price specified in each Subscription
          Agreement and acceptance of each Subscription Agreement by the Company
          and (ii) the execution and delivery by each Purchaser of such
          additional documents, if any, as may reasonably be requested by the
          Company or as set forth in the Memorandum, each accepted Purchaser
          will be the owner of the Securities subscribed for and entitled to all
          the benefits thereof.

     d.   The Company is duly and validly organized and is a validly existing
          Delaware Corporation.

     e.   During the Offering Period and at all times at or prior to each
          Closing, the Memorandum, to the extent such

<PAGE>

          information is available, will not contain an untrue statement of a
          material fact or omit to state a material fact necessary in order to
          make the statements therein, in light of circumstances under which
          they were made, not misleading.

     f.   The Company and its officers, agents (excluding Placement Agent),
          affiliates and employees have not taken or failed to take any actions,
          whether or not in connection with the issuance of the Securities,
          which action or failure to act conflict with, or otherwise make
          unavailable, the exemption for the offering and sale of the Securities
          from the registration provisions of the 1933 Act and by Regulation D;
          and will not, either directly or indirectly, sell, offer for sale,
          solicit offers to subscribe for or buy, or otherwise approach or
          negotiate in respect of the securities or any other interest in the
          Company during the Offering Period, except as provided for in this
          Agreement or in the Memorandum.

     g.   This Agreement has been duly and validly authorized, executed and
          delivered by or on behalf of the Company and, except insofar as the
          enforceability of the indemnification provisions herein may be subject
          to challenge and except as enforceability may be limited by the
          application of bankruptcy, insolvency, reorganization, moratorium or
          other similar laws affecting the rights of creditors generally and by
          judicial limitations on the right of specific performance, constitutes
          the valid and legally binding agreements of the Company.

     h.   The execution and delivery of this Agreement, the observance and
          performance hereof, and the consummation of the transactions
          contemplated herein, does not and will not constitute a material
          breach of, or a material default under, any instrument or agreement by
          which the Company is bound, and does not and will not contravene any
          existing material law, decree or order applicable to the Company.

     i.   The Company has not made and will not make an offer or sale of the
          Securities on the basis of any communications or documents relating to
          the Company or the Securities, except the Memorandum and the exhibits
          thereto, other documents supplied or prepared by the Company and
          reviewed by Placement Agent and delivered to prospective Purchasers
          for use in making an offer or sale of the Securities, and any cover or
          transmittal letter in respect of the forgoing.

<PAGE>

     j.   The Company will sell the Securities only to Accredited Investors, as
          that term is defined in Regulation D.

     k.   In making any offer or sale of the Securities, the Company and its
          officers and directors shall comply with the provisions of the 1933
          Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"),
          and the applicable securities or "Blue sky" laws of the jurisdictions
          in which the Company makes offers or sales of the Securities.

     l.   The Company will exercise reasonable care to assure that the
          Purchasers to whom it sells the Securities are not underwriters within
          the meaning of Sections 2(11) of the 1933 Act. In that connection the
          Company will: (i) make reasonable inquiry to determine that the
          Purchaser is acquiring the Securities for his, her or its own account
          for investment purposes; and (ii) obtain from the Purchaser a signed
          written agreement (as provided in the Memorandum) that the Securities
          and the common stock of the Company issuable upon expiration of
          Warrants will not be sold without registration under the 1933 Act, in
          the absence of an opinion of counsel satisfactory to counsel for the
          Company that an exception from registration is available. Such
          agreement shall acknowledge the understanding that the Company has no
          intention to register the Securities under the 1933 Act; and (iii) if
          the Company knows or has reason to believe that a Purchaser to whom it
          sells any Securities relied upon the advice of a Purchaser
          Representative as defined in Rule 501(h) of Regulation D in connection
          with evaluating the merits and risks of a purchase of the Securities,
          the Company will obtain; (iii.a) the Purchaser's written
          acknowledgment that he used such representative in evaluating the
          merits and risks of the prospective investment; and (iii.b) a
          Purchaser Representative Certificate (in a form approved by Placement
          Agent completed and signed by such representative).

     m.   The Company and its officers, directors and authorized agents will
          offer to sell, or solicit offers to subscribe for or buy, the
          Securities only in those states and other jurisdiction where permitted
          so to do under applicable law and regulations. The Company and its
          officers, directors, agents and employees; (i) have not at any time,
          either directly or indirectly, sold, offered for sale, solicited
          offers to subscribe for or buy, or otherwise approached or negotiated
          in respect of the sale of, the Securities, except in connection with
          this Offering; and (ii) except as disclosed in the

<PAGE>

          Memorandum, and to their knowledge, have not taken or failed to take
          any action, whether in connection with the Offering or otherwise,
          which action or failure to act conflicts or would conflict with, the
          exemption of the sale of the Securities from the registration
          provisions of the 1933 Act afforded by the Act and by Regulation D;
          and hereafter they will not, either directly or indirectly, sell,
          offer for sale, solicit offers to subscribe for or buy, or otherwise
          approach or negotiate in respect of, the Securities or any other
          interest in the Company prior to or during the Offering Period, except
          as provided for in this Agreement, in connection with this Offering.

11.  Representations, Warranties and Covenants of Placement Agent.

Placement Agent represents and warrants to and agrees with the Company, at the
date hereof, and as of each Closing, as follows:

     a.   Placement Agent is duly and validly organized and is a validly
          existing Iowa Corporation, is duly licensed as a broker-dealer and
          registered as such under the 1934 Act, is a member in good standing of
          the NASD, is in compliance with all rules and regulations under the
          1934 Act and the NASD Conduct Rules, and is duly registered as a
          broker/dealer in every state in which it intends to offer or sell the
          Securities.

     b.   Neither Placement Agent, nor its directors, officers or beneficial
          owners of 10% or more of any class of its equity securities, has a
          record of conduct which would cause the "bad boy" provisions of Rule
          262 of the regulations promulgated under the 1933 Act to apply to the
          transactions contemplated by this Agreement.

     c.   This Agreement has been duly and validly authorized, executed and
          delivered by and on behalf of Placement Agent and, except insofar as
          the enforceability of the indemnification provision herein may be
          subject to challenge and except as enforceability may be limited by
          the application of bankruptcy, insolvency, reorganization, moratorium
          or other similar laws affecting the rights of creditors generally and
          by judicial limitations on the right of specific performance,
          constitute the valid and legally binding agreement of Placement Agent.

     d.   The execution and delivery of this Agreement, the observance and
          performance hereof, and the consummation of the transactions
          contemplated herein and in the Memorandum, does not and will not
          constitute a material

<PAGE>

          breach or material default under, any instrument or agreement by which
          Placement Agent is bound, and does not and will not contravene any
          existing material law, decree or order applicable to Placement Agent.

     e.   Placement Agent has not made and will not make an offer or sale of the
          Securities on the basis of any communications or documents relating to
          the Company or the Securities, except the Memorandum and the exhibits
          thereto, other documents supplied or prepared by the Company and
          delivered to potential Purchasers or to Placement Agent for use in
          making an offer or sale of the Securities, and any cover or
          transmittal letter in respect of the foregoing that has been reviewed
          and approved by the Company. Placement Agent will promptly deliver a
          copy of each amendment or supplement to the Memorandum to all offerees
          then being solicited by it, and to each Purchaser (obtaining from the
          latter a confirmation of its, his or her receipt of same).

     f.   Placement agent will offer and sell the Securities only to Accredited
          Investors, as that term is defined in Regulation D, and will retain
          appropriate records for a period of four years to evidence Placement
          Agent's conduct of the Offering in conformance with the requirements
          of that Regulation.

     g.   In making any offer or sale of the Securities, Placement Agent shall
          comply with the provisions of the 1933 Act, the 1934 Act, and the
          applicable securities or "blue sky" laws of the jurisdictions in which
          Placement Agent makes offers or sales of Preferred Stock.

     h.   Placement Agent will exercise reasonable care to assure that the
          Purchasers to whom it sells the Securities are not underwriters within
          the meaning of Section 2(11) of the 1933 Act. In that connection
          Placement Agent will: (i) make reasonable inquiry to determine that
          the Purchaser is acquiring the Securities for his, her or its own
          account for investment purposes; and (ii) obtain from each Purchaser a
          signed written agreement (as provided in the Memorandum) that the
          Securities will not be sold without registration under the 1933 Act,
          in the absence of an opinion of counsel to the Company that an
          exemption from registration is available. Such agreement shall
          acknowledge the understanding that the Company has no intention to
          register the Securities under the 1933 Act, other than as may be
          expressly provided in a registration rights agreement between the
          Company and the Purchaser.

<PAGE>

     i.   If Placement Agent knows or has reason to believe that a Purchaser to
          whom it sells any Security relied upon the advice of a Purchaser
          representative as defined in Rule 501(h) of Regulation D in connection
          with evaluating the merits and risks of a purchase of the Securities,
          Placement Agent will obtain and deliver to the Company (i) the
          Purchaser's written acknowledgment that he or she used such
          representative in evaluating the merits and risks of the prospective
          investment; and (ii) a Purchaser Representative Certificate (in the
          form approved by Placement Agent) completed and signed by such
          representative.

     j.   Placement Agent and its authorized agents will offer to sell, or
          solicit offers to subscribe for or buy, the Securities only in those
          states and other jurisdictions where the Company and counsel have
          advised it that it is permitted so to do under applicable law and
          regulations.

     k.   Placement Agent will not offer the Securities for sale or solicit any
          offers to purchase the Securities, or otherwise negotiate with any
          person in respect of the Securities, on the basis of any
          advertisement, article, notice or other communication published in any
          newspaper, magazine, or similar medium or broadcast over television or
          radio or hold any seminar or meeting with respect to the Securities
          whose attendees have been invited by any general solicitation or
          general advertising.

12.  Additional Covenants of the Company.

The Company hereby covenants and agrees with Placement Agent as follows:

     a.   The Company will deliver to Placement Agent at its above address, such
          additional number of copies of the Memorandum (and any amendments or
          supplements thereto), prepared by the Company and approved by
          Placement Agent, as the Placement Agent shall reasonably request.

     b.   The Company shall provide such reasonable cooperation and assistance
          to the Placement Agent in the sale of the Securities as Placement
          Agent may request.

     c.   The Company and its employees, affiliates and agents will not at any
          time, either directly or indirectly, sell or offer for sale, solicit
          offers to subscribe for or buy, or otherwise approach or negotiate in
          respect of the sale of the Securities, or any other interest in the
          Company, if such activity would cause the Offering

<PAGE>

          contemplated hereby to not be exempt from the registration provisions
          of the 1933 Act and to Regulation D promulgated thereunder, or to
          violate the applicable securities or "blue sky" laws of any state or
          other jurisdiction that Placement Agent shall reasonably designate as
          one in which Placement Agent or any broker/dealer employed by
          Placement Agent intends to sell the Securities or offer the Securities
          for sale.

     d.   The Company will use its best efforts in cooperation with Placement
          Agent promptly to establish the exemption of the Securities from
          qualification or registration under the securities or "blue sky" laws
          of such states and jurisdictions as Placement Agent may reasonably
          request as those in which Placement Agent or any broker/dealers
          employed by it intends to sell the Securities, or offer the Securities
          for sale (provided that the Company shall not be required to qualify
          to do business in any jurisdiction in which it has not been previously
          qualified); it will furnish Placement Agent's counsel with copies of
          all written communications and documentation, whether sent or
          received, with regard to the foregoing; and Company will pay all
          reasonable costs and expenses incurred in connection with the
          foregoing.

     e.   Except as may be otherwise prohibited by applicable "blue sky" laws,
          the Company will make available to Placement Agent, and Placement
          Agent is authorized on behalf of the Company to make available to each
          Purchaser and his or her representatives, including his or her
          Purchaser Representative with respect to this investment, prior to the
          sale of the Securities to such Purchaser, the opportunity to ask
          questions of, and receive answers from the Company concerning the
          Company, or the terms and conditions of the Offering which the Company
          possesses or can acquire without unreasonable effort or expense that
          is necessary to verify the accuracy of the information contained in
          the Memorandum and of any other information referred to herein.

     f.   The Company shall furnish Placement Agent with all information and
          data concerning the Company as Placement Agent shall reasonably
          request, and will provide Placement Agent with reasonable access to
          the Company's officers, directors, employees, independent certified
          public accountants and legal counsel.

     g.   All information made available to Placement Agent by the Company or
          any of its officers, directors,

<PAGE>

          employees, accountants or attorneys will be complete and correct in
          all material respects and will not contain any untrue statement of
          material fact or, in the aggregate, omit to state a material fact
          necessary in order to make the statements made not misleading.

     h.   During the Interim Offering Period and the Offering Period and for a
          period of thirty-six (36) months thereafter, or until such earlier
          date as the Company is required to file reports pursuant to Sections
          13 or 15(d) of the 1934 Act, the Company will use its best efforts to
          furnish directly to Placement Agent, three (3) days prior to the
          delivery of such communication to holders of the Securities, each
          communication that shall be sent by the Company to the holders of
          Securities including, without limitation, any annual or interim
          financial or other reports of the Company, at any time sent to the
          holders, and shall, in all events, provide such materials to the
          Placement Agent not later than it provides such materials to the
          holders.

     i.   If, during the Initial Offering Period, the Offering Period, or at any
          time at or prior to any Closing, any event relating to or affecting
          the Company or any other event shall come to the attention of the
          Company as a result of which it would or might be appropriate to amend
          or supplement the Memorandum in order that the Memorandum not contain
          an untrue statement of a material fact or omit to state a material
          fact necessary in order to make the statements therein, in light of
          the circumstances under which they were made, not misleading, the
          Company will notify Placement Agent immediately of such event and, if
          Placement Agent's counsel and counsel for the Company are of the
          opinion that it is necessary to amend or supplement the Memorandum,
          the Company will forthwith prepare and furnish to Placement Agent a
          reasonable number of copies of an amendment or amendments of, or
          supplement or supplements to, the Memorandum that will so amend or
          supplement the Memorandum, and the same shall be satisfactory in form
          and substance to Placement Agent and its counsel. The Company will
          promptly furnish to Placement Agent such information with respect to
          the Company or the Memorandum as Placement Agent may from time to time
          reasonably request.

     j.   The Company will complete, execute, deliver and file with the SEC such
          copies of Form D, as and when required by Rule 503 of Regulation D.

     k.   The Company has obtained or will obtain any required consents of the
          holders of any classes of its

<PAGE>

          securities to the Offering and the issuance of the Securities on the
          terms contemplated hereby.

     l.   During the Initial Offering Period, the Offering Period, and for a
          period of thirty-six (36) months thereafter, or until such earlier
          date as the Company is required to file reports pursuant to Sections
          13 or 15(d) of the 1934 Act, the Company will furnish directly to
          Placement Agent, monthly financial statements, to the extent provided
          by the Company to the members of its Board of Directors and
          shareholders of the Company.

13.  Opinion of Counsel.

The Company agrees to deliver the opinion of the Company's counsel to the effect
that (subject to reasonable qualifications and assumptions):

     a.   The Company is a corporation validly existing and in good standing as
          a corporation under the laws of the State of Delaware and that the
          Company retains the requisite corporate power to carry on the business
          described in the Memorandum.

     b.   The execution and delivery of this Agreement and the issuance of the
          Interim Promissory Notes and the Promissory Notes will not violate or
          conflict with the Certificate of Incorporation or Bylaws of the
          Company, or any material agreement known to such counsel to which the
          Company is a party.

     c.   This Agreement has been duly authorized by all requisite corporate
          action and executed and delivered by the Company.

     d.   The Interim Promissory Notes and the Promissory Notes, when executed
          and delivered by the Company, have been duly authorized and will
          constitute valid, binding and enforceable obligations of the Company
          in accordance with their respective terms.

     e.   The Company has obtained or will obtain any required consents of the
          holders of any classes of its securities to the Interim Offering and
          the Offering and the issuance of the Interim Promissory Notes and the
          Promissory Notes on the terms contemplated herein.

     f.   Such counsel knows of no litigation or governmental investigation
          against the Company.

<PAGE>

     g.   The Interim Offering and the Offering, if the Interim Promissory Notes
          and the Promissory Notes are sold only to accredited investors in
          transactions not involving any public offering, will be exempt from
          registration under the 1933 Act.

14.  Conditions of Placement Agent's Obligations.

The Company has entered into an Agreement and Plan of Merger, dated December 19,
2001 among the Company, Murdock Communications Corporation ("Murdock"), and a
wholly owned subsidiary of Murdock. Notwithstanding anything stated elsewhere in
the Agreement, the Company also acknowledges and agrees the Placement Agent is
also engaged by and is the Investment Banker on behalf of Murdock and further
the Company waives any conflicts of interest or potential conflicts of interest
which may exist on the Placement Agent's part. Placement Agent's obligations
hereunder, and the obligations of Purchasers, are subject to the accuracy of and
compliance with the representations and warranties herein of the Company, to the
observance and performance by the Company of its obligations and covenants
hereunder and as undertaken in the Memorandum, and to the following further
conditions (any of which may be waived in writing in whole or in part by
Placement Agent).

     a.   As relates to the Interim Offering, there shall have been an account
          established for the benefit of the Company, controlled by the
          Placement Agent so that, (i) out of the initial $300,000 raised in the
          Initial Offering, Placement Agent can direct payment of One Hundred
          Twenty Five Thousand Dollars ($125,000) to Murdock as a loan from
          Polar and Twenty Five Thousand Dollars ($25,000) to the Placement
          Agent in payment of the Due Diligence Fee pursuant to paragraph 6.b(1)
          and (ii) out of the Subsequent Initial Offering the Placement Agent
          will direct the payment of Seventy Five Thousand Dollars ($75,000) to
          Murdock as a loan from Polar and Forty Thousand Dollars ($40,000) (or
          if less then the entire amount of the Subsequent Interim Offering is
          raised then the Ten Percent (10%) fee, pursuant to paragraph 6.b(2)
          shall be paid to Placement Agent). Any funds from either the Initial
          Interim Offering or the Subsequent Interim Offering not paid to either
          Murdock or the Placement Agent will be paid to the Company.

     b.   An Escrow Account shall have been established at F&M Bank, into which
          will be deposited the proceeds from the Offering. Upon the raise of
          the entire $1.5 Million the Placement Agent shall pay out the
          following amounts; (i) Two Hundred Eighty Two Thousand Dollars
          ($282,000) to the Company, (ii) One hundred Thirty Nine Thousand
          Dollars ($139,000) to Murdock as a loan from

<PAGE>

          Polar and (iii) the commission, expense allowance and fees set out in
          paragraph 6.c to the Placement Agent. The remainder of the funds
          raised in the Offering shall remain in the Escrow Account until such
          time as the Company shall provide verifiable evidence of enforceable
          contracts which indicate projected sales in a minimum amount of
          Fifteen Million Dollars ($15,000,000) for the first 12 months
          following the Offering, said projected revenues being capable of
          reasonable verification by Placement Agent (at which time the
          remaining amount shall be paid to the Company).

     c.   The Company shall have engaged Houlihan, Smith & Company as the
          Company's Investment Bankers (or some other reasonably acceptable
          firm) to issue a fairness opinion and/or independent report as the
          case may be on the prospective merger transaction and a due diligence
          report which shall be made available to Purchasers and potential
          Purchasers

     d.   The Company shall provide to the Placement Agent a list of investors
          in the Company and the financial status of the said investors so that
          the Placement Agent may determine whether or not the said investors
          are accredited, for solicitation during the Interim Offering and the
          Offering. The Company investor/shareholders and the merger candidate
          public company investor/shareholders will only be solicited subject to
          their respective accredited investor status.

     e.   Currently the Company has a lien holder(s) which has a lien on the
          Company's technology (the "Lienholder"), the main asset of the
          Company. The Company shall obtain the consent of the Lienholder so
          that the holders of the Securities are secured by collateral, on a
          secondary pari passu basis with the said existing Lienholder and
          obtain an agreement with the Lienholder so that the Lienholder agrees
          to convert its promissory notes subject to the same terms (other than
          conversion rate) as the Securities.

     f.   After the Initial Closing, Placement Agent may request in writing
          certificates dated the date of each Closing, signed by the Company to
          the effect that all representations and warranties of the Company
          contained herein are true and correct in all material respects with
          the same effect as though made expressly at and as of the time of the
          Closing.

     g.   Placement Agent's counsel shall have been furnished promptly, upon
          written request, such instruments and

<PAGE>

          other documents as they may reasonably require for the purpose of
          enabling them to pass upon the sale of the Securities as herein
          contemplated and in order to evidence the accuracy and completeness in
          all material respects of any and all of the representations or
          warranties, or the fulfillment of any and all of the conditions,
          contained in this Agreement or in the Memorandum, and all such
          instruments and other documents shall be reasonably satisfactory in
          form and substance to such counsel; all actions taken by the Company
          in connection with the sale of the Securities as herein contemplated
          shall be reasonably satisfactory to Placement Agent and its counsel;
          and the Memorandum (and the supplements or amendments thereto) shall,
          at all times during the Offering Period and at the time of each
          Closing, be reasonably satisfactory in form and substance to Placement
          Agent and its counsel.

     h.   If any of the conditions specified in this Section shall not have been
          fulfilled when and as required by this Agreement to be fulfilled, all
          of Placement Agent's obligations under this Agreement may be
          terminated in writing or by telegram at any time at or prior to
          Closing, except as relating to prior Closings which may have already
          occurred, and any such termination shall be without liability to
          Placement Agent, provided that the obligations under Sections
          10,16,19,23 and 24, hereof shall nevertheless survive and continue
          thereafter.

15.  Conditions of the Obligations of the Company.

     a.   At the Initial Closing, the Company shall receive Placement Agent's
          certificate, dated the Closing date (i) as to the number of Purchasers
          to whom the Securities were sold and (ii) stating that the
          representations and warranties contained in Section 11 hereof are true
          and correct in all material respects with the same effect as though
          made expressly at and as of the time of Closing.

     b.   Placement Agent shall not have taken or failed to take any action, at
          any time at or prior to the Closing, that, in the opinion of the
          Company, conflicts or would conflict with, or otherwise make
          unavailable, the exemption for the Interim Offering and the Offering
          and sale of the Securities from the registration provisions of the
          1933 Act afforded by the Act or by Regulation D.

     c.   If any of the conditions specified in this Section shall not have been
          fulfilled when as required by the

<PAGE>

          Agreement to be fulfilled, all the obligations of the Company, under
          this Agreement may be terminated in writing or by telegram at any time
          at or prior to the Initial Closing, and any such termination shall be
          without liability to the Company provided that the obligations under
          Sections 9,11,16,19,23 and 24 hereof shall nevertheless survive and
          continue thereafter.

16.  Indemnification.

     a.   The Company agrees to indemnify and hold harmless Placement Agent, and
          each person, if any, who controls Placement Agent, and each of
          Placement Agent's officers, directors, agents and employees: (i)
          against any and all loss, liability, claim, damage and expense
          whatsoever arising out of a breach by the Company of any of its
          representations and warranties and covenants herein or out of any
          untrue statement or alleged untrue statement of a material fact
          contained in the Memorandum or any document filed with the securities
          agency of any state or other jurisdiction or the omission or alleged
          omission therefrom of a material fact necessary in order to make the
          statements therein, in light of the circumstances under which they
          were made, not misleading, except to the extent that such untrue
          statement or alleged untrue statement or omission or alleged omission
          is made in reliance upon and in conformity with written information
          furnished Placement Agent or its counsel specifically for use with
          reference to Placement Agent or its affiliates in the preparation of
          the memorandum or the preparation of any document filed with the
          securities agency of any state or other jurisdiction; (ii)against any
          and all loss, liability, claim, damage and expense whatsoever to the
          extent of the aggregate amount paid in settlement or satisfaction of
          any judgment or litigation, commenced or threatened, or of any claim
          whatsoever, based upon any breach or untrue or alleged omission
          referred to in clause (i) above, if such settlement is effected with
          the written consent of the Company; and (iii) against any and all
          expense whatsoever incurred in investigating, preparing or defending
          against any litigation, commenced or threatened, or and claim
          whatsoever, based upon any breach or untrue statement or omission, or
          any alleged untrue statement or omission, referred to in clause (i)or
          (ii) above, to the extent that any such expense is not paid under
          clause (i)or (ii) above.

     b.   Placement Agent agrees to indemnify and hold harmless the Company's
          officers, directors, agents, employees and controlling persons (within
          the meaning of the 1933

<PAGE>

          Act); (i) against any and all loss, liability, claim, damage and
          expense whatsoever arising out of Placement Agent's breach of any of
          its representations and warranties and covenants herein or out of any
          untrue statement or alleged untrue statement of a material fact
          contained in the Memorandum or any document filed with the securities
          agency of any state or other jurisdiction or the omission or alleged
          omission therefrom of a material fact necessary in order to make the
          statements therein, in light of the circumstances under which they
          were made, not misleading, to the extent such untrue statement or
          omission conforms to information furnished in writing by Placement
          Agent or on its behalf specifically for inclusion in the Memorandum;
          (ii) against any and all loss, liability, claim, damage and expense
          whatsoever to the extent of the aggregate amount paid in settlement or
          satisfaction of any judgment or litigation, commenced or threatened,
          or of any claim whatsoever, based upon any breach or untrue or alleged
          untrue statement or omission or alleged omission referred to in clause
          (i)above, if such settlement is effected with Placement Agent's
          written consent; and (iii)against any and all expenses whatsoever
          incurred in investigating, preparing or defending against any
          litigation, commenced or threatened, or any claim whatsoever based
          upon any breach or untrue statement or omission, or any alleged untrue
          statement or omission referred top in clauses (i) or (ii) above, to
          the extent that any such expense is not paid under clause (i) or (ii)
          above.

     c.   If the preceding provisions of this Section or any portion thereof or
          the application thereof to any person or circumstances shall to any
          extent be invalid or unenforceable, the parties hereto hereby agree
          that a right of contribution shall exist on the part of the party that
          otherwise would have been the indemnified party under the aforesaid
          provisions (hereinafter referred to as "Contribution Recipient") to
          the extent necessary to reflect the relative benefits received by the
          Company and the Placement Agent from the offering of the Securities.
          The relative benefits received by the Company and the Placement Agent
          shall be deemed to be in the same proportion as the total net proceeds
          from the Interim Offering and the Offering received by the Company
          bear to the expenses reimbursements, commissions and other
          compensation paid to the Placement Agent. No person guilty of a
          fraudulent misrepresentation shall be entitled to contribution from
          any person not guilty of fraudulent misrepresentation.

<PAGE>

     d.   Within a reasonable time after the assertion of any claim against any
          party hereto (or any person who controls such party) in connection
          with the Interim Offering, the Offering or sale of the Securities,
          such party shall give notice of such claim to the other parties
          hereto. An indemnifying party or contributor under this Section shall
          have the right to direct, at such party's own expenses and through
          counsel of such party's own choosing, the contest and defense against
          any such claim and in any litigation, proceedings or settlement
          negotiation with respect thereto. The indemnity set forth in this
          Section shall be in addition to any liability that either of the
          parties hereto may otherwise have.

     e.   No indemnification shall be available to any party hereunder in any
          instance in which liability of that party is found by a court or
          arbitrator of competent jurisdiction to have resulted primarily and
          directly from gross negligence or willful misconduct.

17.  Termination.

     a.   Placement Agent may terminate this Agreement at any time in writing or
          by telegram at any time at or prior to the Initial Closing and any
          such termination shall be without further liability of either party to
          the other, provided that the obligations under Sections 10,16,19,23
          and 24 shall nevertheless survive and continue thereafter.

     b.   Except as otherwise provided herein, the agency of Placement Agent
          hereunder, which is coupled with an interest, is not terminable by the
          Company without Placement Agent's written consent. The Company may
          terminate this Agreement only by written notice to Placement Agent and
          by refusal to accept any proceeds of this Offering. The Company may
          not terminate this Agreement if it has accepted any proceeds of the
          Offering at a Closing as a result of the efforts of Placement Agent.

     c.   If the Company terminates this Agreement, and within twelve (12)
          months following the termination, the Company either (i) obtains
          financing of any kind from contacts introduced to the Company by
          Placement Agent or its agents during the Term of this Offering or (ii)
          sells its assets to contacts introduced to the Company (or affiliates
          of such contacts) by Placement Agent, the Company shall pay to
          Placement Agent a fee of Ten percent (10%) of the amount of any
          financing or the selling price, provided that loans to the Company

<PAGE>

          having a maturity of more than one year shall be included in the
          consideration received by the Company. Within 30 days after the
          termination of this Agreement by the Company, Placement Agent shall
          provide the Company a list of contacts introduced to the Company by
          Placement Agent.

     d.   If this Agreement is terminated by the Company for any reason other
          than a breach by Placement Agent of its obligations hereunder, the
          obligations under Sections 9,11,16,19,23 and 24 and this Section shall
          nevertheless survive and continue thereafter.

18.  Sole Agreement of the Parties.

This Agreement represents the sole agreement of the parties with respect to the
subject matter set forth herein, and supersedes all other agreements of the
parties as to the subject matter.

19.  Representations, Warranties and Agreements to Survive Closing.

All representations, warranties covenants and agreements contained in this
Agreement or contained in certificates submitted pursuant thereto shall remain
operative and in full force and effect, regardless of any investigation made by
or on behalf of placement Agent or any person who controls Placement Agent, or
by or on behalf of the Company, or any person who controls the Company.

20.  Notices.

All communications hereunder shall be in writing and, if sent to Placement
Agent, shall be mailed (by U.S. certified mail, return receipt requested),
delivered, telecopied, telexed, or telegraphed:

     If to Placement Agent:   Berthel Fisher & Company
                              Financial Services, Inc
                              701 Tama Street, Box 609
                              Marion, Iowa 52302
                              Attn: President

     If to the Company:       Polar Molecular Corporation
                              4600 S. Ulster Street, Suite 700
                              Denver, Colorado 80237
                              Attn: President

or to either party at such other address as such party shall designate by notice
given as hereinabove provided.

<PAGE>

Communications shall be deemed given upon receipt and may be given by counsel
for the party serving the same.

21.  Parties.

This Agreement shall inure to the benefit of and be binding upon Placement
Agent, the Company and the conditions and provisions hereof are intended to be
and are for the sole and exclusive benefit of the parties hereto and their
respective successors, and for the benefit of no other person, except as
otherwise herein specifically provided.

22.  Nature of Obligation.

The obligations of Placement Agent to the Company shall be solely those
contractual obligations provided in this Agreement. No fiduciary relationship is
created hereby. Placement Agent may not bind the Company to any contract.

23.  Arbitration.

Any controversy or claim arising out of or relating to this Agreement or breach
thereof shall be settled by final and binding arbitration, in accordance with
the arbitration rules of the American Arbitration Association, and judgment upon
the award rendered by the arbitrator may be entered in any court having
jurisdiction, including a United States District Court, pursuant to the Federal
Arbitration Act. The cost of the arbitrator shall be shared equally by the
parties. The parties recognize that this paragraph means that certain claims
will be litigated and reviewed before an impartial arbitrator instead of before
a court of law and/or jury, but desire the many benefits of the arbitration
process over court proceedings, including speed of resolution, lower costs and
fees, and more flexible rules of evidence.

25.  Governing Law.

This Agreement shall be governed by, and construed in accordance with, the laws
of the State of Iowa applicable to agreements under seal made and to be
performed wholly within such state.

26.  Counterparts.

This Agreement may be executed in a number of counterparts, all of which
together shall for all purposes constitute one agreement, binding on all parties
notwithstanding that all parties have not signed the same counterpart.

27.  Non-Assignability.

This Agreement may not be assigned by either party (in whole or in part) without
the prior written consent of the other party.

<PAGE>

28.  Miscellaneous.

All titles or captions herein are for convenience only and shall not be deemed a
part hereof. All pronouns and any variations thereof shall be deemed to refer to
the masculine, feminine, neuter, singular or plural, as the identity of the
person or persons or entity may require. The terms "person" and "persons" shall
include reference to individuals, partnerships, corporations, trusts and other
entities. The terms `law" and "laws" shall include, without limitation, any
rules and regulations promulgated under a statute. Any payment of a sum to be
made hereunder by the Company to Placement Agent shall be made by check payable
to the order of Placement Agent.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.

                                            Polar Molecular Corporation


                                            Name: /s/ Mark L. Nelson
                                                  ------------------------------
                                            Title: President-CEO


                                            Berthel Fisher & Company
                                            Financial Services, Inc.


                                            Name: /s/ Thomas J. Berthel
                                                  ------------------------------
                                            Title: CEO

<PAGE>

                                   AMENDMENT A

This Amendment A (the "Amendment") is attached to and made a part of that
Placement Agreement dated as of December 21, 2001 (the "Agreement") which was
executed by and between Berthel Fisher & Company Financial Services, Inc.
(Placement Agent) and Polar Molecular Corporation (the "Company").

All terms defined in the Agreement will have the same meaning when used in this
Amendment.

Whereas, the parties desire to amend several of the terms of the Agreement.

Now Therefore, in consideration of the foregoing, and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
agree as follows:

     1.   The first WHEREAS paragraph on page 1 of the Agreement shall be
          amended by deleting the paragraph in its entirety and replacing it
          with the following:

          "WHEREAS, the Company has entered into an Agreement And Plan of Merger
          (the "Merger Agreement") among itself, Murdock Communications
          Corporation ("Murdock") and a wholly owned subsidiary of Murdock; and

     2.   In the forth WHEREAS paragraph on page 1 of the Agreement, the
          numerical reference to One Million Five Hundred Thousand Dollars shall
          be "$1,500,000" rather than "$1,5000,000".

     3.   Paragraph 2.a. of the Agreement shall be deleted in its entirety and
          shall be replaced with the following:

          "This Agreement shall be effective and the Interim Offering Period
          shall commence upon execution. The Interim Offering Period shall
          terminate at the close of business February 28, 2002 (the "Interim
          Offering Termination Date) and may be extended by the mutual agreement
          of the Company and the Placement Agent for an additional thirty (30)
          days (or shorter) period in which case the term Interim Offering
          Termination Date shall include the later date."

     4.   Paragraph 4.c. of the Agreement shall be amended in the following
          manner:

          In the forth line of the paragraph the phrase "shall be mandatorily
          convertible" shall be deleted and replaced with the phrase "may be
          convertible".

<PAGE>

     5.   Paragraph 4 of the Agreement shall be amended by adding the following
          new subparagraph d.

          "In addition to the Interim Promissory Notes and the Promissory Notes
          described above, as a part of the Interim Offering and the Offering,
          the Company will also issue Warrants to the Investors (the
          "Warrants"), which will grant to Investors the right to purchase the
          number of shares of Common stock of the Company equal to the number of
          shares of Common Stock into which the related Interim Promissory Notes
          or the Promissory Notes may be converted."

     6.   Paragraph 6.d. of the Agreement shall become paragraph 6e. and the
          fo1lowing shall be added as the new paragraph 6d.

          "As compensation for Placement Agent's services with respect to
          investors who have received Warrants as a result of investing in the
          Interim Offering and in the Offering, the Company agrees to pay to the
          Placement Agent a commission in an amount equal to ten percent (10%)
          of the gross cash proceeds from the purchase of the Companies Common
          Stock as the result of the exercise of the Warrants (other than
          Warrants issued due to the direct efforts of the Company), said
          commission shall be paid to the Placement Agent within 5 days of the
          exercise by any investor."

     7.   Paragraph 6.d. of the Agreement shall become paragraph 6e., and the
          former Paragraph 6.d. shall be amended by deleting the paragraph in
          its entirety and replacing it with the following.

          "As further compensation for Placement Agent's services in finding
          subscribers for the Securities sold during the Interim Offering and
          the Offering, at the Closings, the Company hereby agrees to deliver to
          the Placement Agent warrants (the "Placement Agent Warrants") for the
          purchase of the number of shares of common stock of the Company equal
          to 10% of the total number of shares of Common Stock issuable upon
          conversion of the Interim Promissory Notes (other than Interim
          Promissory Notes issued due to the direct efforts of the Company) and
          the Promissory Notes issued as a result of the Interim Offering and
          the Offering respectively. The Placement Agent Warrants shall have an
          exercise price equal to 120% of the conversion price of the Common
          Stock subject to the Interim Promissory Notes and the Promissory Notes
          offered in the Interim Offering and the Offering, respectively, at the
          time of the Closings. The Placement Agent Warrants shall expire three
          years from the date of

<PAGE>

          issuance and shall contain the normal terms and conditions of warrants
          of this size and type, which shall include but not necessarily be
          limited to the right to a cashless exercise, piggyback registrations
          rights and standard anti dilution provisions."

     8.   Paragraph 14.b. of the Agreement shall be amended by deleting the
          paragraph in its entirety and replacing it with the following:

          "An Escrow Account shall have been established at F&M Bank, into which
          will be deposited the proceeds from the Offering. As funds are raised
          for the Offering, there will be Closings held, which are expected to
          be weekly but will not be held unless there is at least a minimum of
          Fifty Thousand Dollars ($50,000) of funds raised. Only one legal
          opinion will be required for the offering as a whole. At each Closing,
          the Placement Agent shall pay out the proceeds to be distributed at
          the Closing in the following manner: (i) the applicable commission,
          expense allowance and fees set out in paragraph 6.c to the Placement
          Agent and Houlihan, Smith & Company (or other firm, as selected above)
          and (ii) the remainder of the funds shall be divided one third (the
          "First Proceeds Amount", i.e., the gross proceeds raised minus
          commissions, expense allowance and fees) and two thirds (the "Second
          Proceeds Amount"). The First Proceeds Amount shall be immediately
          released to Polar who in turn will loan one third of that amount to
          Murdock and the remainder will be retained by Polar. The Second
          Proceeds Amount shall remain in the Escrow Account until such time as
          the Company shall provide to the Placement Agent, verifiable evidence
          of enforceable contracts which indicate sales in a minimum amount of
          One Million Five Hundred Thousand Dollars ($1,500,000), as indicated
          in the Memorandum, for the first 12 months following the Offering,
          said revenues being capable of reasonable verification by Placement
          Agent (it is expected that the verifiable evidence shall be an
          executed and enforceable Purchase Order). Upon receipt by the
          Placement Agent of the said verifiable evidence, the Placement Agent
          shall release the Second Proceeds Amount from the Escrow Account to
          the Company which in turn will loan one third of that amount to
          Murdock and the remainder shall be retained by the Company.

     9.   Paragraph 14.e. of the Agreement shall be amended in the following
          manner:

          The last sentence in the paragraph shall be deleted and replaced with
          the following:

<PAGE>

          "The company shall obtain (i) the consent of the Lienholder so that
          the holders of the Securities may be secured by collateral, on a
          secondary pari passu basis with the said existing Lienholder and (ii)
          an agreement with the Lienholder which is reasonably satisfactory to
          the Company and the Placement Agent.

All other terms and conditions in the Agreement will remain the same.

In Witness Whereof, the parties hereto execute this Amendment as of the day and
date set out above.

Berthel Fisher & Company                    Polar Molecular Corporation
Financial Services, Inc.


By: /s/ Thomas J. Berthel                   By: /s/ Mark L. Nelson
    ----------------------------                --------------------------------
Title: CEO                                  Title: President-CEO

<PAGE>

                                   AMENDMENT B

This Amendment B (the "Amendment") , dated as of February 28, 2002, is attached
to and made a part of that Placement Agreement dated as of December 21, 2001, as
amended pursuant to Amendment A dated as of December 21, 2001 (the "Amended
Agreement"), both of which were executed by and between Berthel Fisher & Company
Financial Services, Inc. (Placement Agent) and Polar Molecular Corporation (the
"Company").

All terms defined in the Amended Agreement will have the same meaning when used
in this Amendment.

Whereas, the parties desire to extend the terms of the Interim Offering.

Now Therefore, in consideration of the foregoing, and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
agree as follows:

     1.   Pursuant to the terms of the Amended Agreement, the parties agree that
          the term of the Interim Offering is extended thirty (30) days beyond
          the Interim Offering Termination Date until March 28, 2002 and
          therefore the Interim Offering Termination Date shall include the
          later date.

     2.   Placement Agent has been informed that Company will be required to
          book an expense as the result of the recent issuance of Company common
          stock/options to officers and directors of the Company (the "Common
          Stock"). Placement Agent is willing to accept and agree to a reduction
          in the equity section on the balance sheet of the Company related to
          the issuance of the Common Stock, which has been issued within twenty
          four months preceding the merger between the Company and Murdock
          Communications Corporation, so long as such adjustment(s) does not
          exceed Three Hundred Fifty Thousand Dollars ($350,000). In the event
          that the Company is required to make an adjustment(s) to its financial
          statements to account for the issuance of the Common Stock, then the
          Company agrees to take whatever action necessary so the total
          adjustment to the Company financial statement(s) will reduce the
          Company's equity section on the balance sheet by no more than
          $350,000. In addition, the Company agrees that the provision stated in
          this paragraph will be incorporated into an amendment to the Merger
          Agreement executed between the Company and Murdock Communications
          Corporation.

<PAGE>

     3.   Clause (i) of the fourth sentence of Paragraph 14.b of the Amended
          Agreement is hereby amended to read as follows:

               "(i) (A) the applicable commission, expense allowance and fees
               set out in paragraph 6.c to the Placement Agent and Houlihan,
               Smith & Company (or other firm, as selected above) and (B) the
               fees and expenses of counsel to Polar in connection with this
               Agreement, the Initial Offering and the Offering, the Merger
               Agreement and the transactions contemplated thereby and".

All other terms and conditions in the Amended Agreement will remain the same.

In Witness Whereof, the parties hereto execute this Amendment as of the day and
date first set out above.

Berthel Fisher & Company                    Polar Molecular Corporation
Financial Services, Inc.


By: /s/ Thomas J. Berthel                   By: /s/ Mark L. Nelson
    ----------------------------                --------------------------------
Title: CEO                                  Title: CEO

<PAGE>

                                   AMENDMENT C

This Amendment C (the "Amendment"), dated as of March 27, 2002, is attached to
and made a part of that Placement Agreement dated as of December 21, 200l, as
amended pursuant to Amendment A dated as of December 21, 2001 and Amendment B
dated as of February 28, 2002 (the "Amended Agreement) , each of which were
executed by and between Berthel Fisher & Company Financial Services, Inc.
(Placement Agent) and Polar Molecular Corporation (the "Company")

All terms defined in the Amended Agreement will have the same meaning when used
in this Amendment.

Whereas, the parties desire to extend and expand the terms of the Interim
Offering.

Now Therefore, in consideration of the foregoing, and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
agree as follows:

1.   Pursuant to the terms of the Amended Agreement, the parties agree that (i)
     the Interim Offering shall be extended until April 30, 2002, and the
     Interim Offering Termination Date shall include such later applicable date,
     and (ii) the principal amount of Interim Promissory Notes (and the total
     exercise price of Warrants) to be offered during the Interim Offering is to
     be increased from $700,000 to $1,500,000.

2.   The proceeds of the first $700,000 of the Interim Offering shall be
     distributed as previously indicated. The final $800,000 of proceeds from
     the Interim Offering shall be distributed, first, to pay (A) the applicable
     commission, expense allowance and fees set out in paragraph 6.c to the
     Placement Agent and Houhlihan, Smith & Company (or other firm, as selected
     in the Amended Agreement) , as if the Interim Offering was the Offering,
     and (B) Holme Roberts & Owen LLP for fees and expenses incurred (but not
     yet paid) by the Company (x) in connection with the Amended Agreement and
     this Amendment, the Interim Offering and the Offering, the Merger Agreement
     and the transactions contemplated thereby and (y) for other matters in
     2001, and, second, two-thirds of the remaining net proceeds shall be
     distributed to the Company and one-third of the remaining net proceeds
     shall be distributed as a loan from the Company to Murdock (with the same
     terms as the other loans to Murdock under the Amended Agreement, and with a
     use of proceeds by Murdock that is approved in advance by the Company (not
     to be unreasonably withheld), provided that any use designed to allow
     Murdock to meet its Net Worth Test under Section 5.15 of the Merger
     Agreement shall be an

<PAGE>

     approved use). Furthermore, the Company shall loan to Murdock one-third of
     the net proceeds (after 10% commissions to Placement Agent) received by the
     Company upon exercise of the Warrants, until the aggregate loan to Murdock
     by the Company under the terms of the Amended Agreement and this Amendment
     is equal to $620,750; this loan shall be on the same terms as the other
     loans to Murdock under the Amended Agreement and this Amendment, shall have
     a use of proceeds by Murdock that is approved in advance by the Company
     (not to be unreasonably withheld, provided that any use designed to allow
     Murdock to meet its Net Worth Test under Section 5.15 of the Merger
     Agreement shall be an approved use).

3.   Paragraph 4.d. of the Amended Agreement shall be amended in its entirety to
     read as follows:

     "In addition to the Interim Promissory Notes described above, as a part of
     the Interim Offering, the Company will also issue Warrants to the Investors
     (the "Warrants"), which will grant to Investors the right to purchase, at
     an exercise price of $0.585 per share, the number of shares of Common Stock
     of the Company equal to twice the number of shares of Common Stock into
     which the related Interim Promissory Notes may be converted."

4.   Paragraph 6.e of the Amended Agreement shall be amended in its entirety to
     read as follows:

     "As further compensation for Placement Agent's services in finding
     subscribers for the Interim Promissory Notes sold during the Interim
     Offering, at the Closings, the Company hereby agrees to deliver to the
     Placement Agent warrants (the "Placement Agent Warrants") for the purchase
     of the number of shares of Common Stock of the Company equal to 10% of the
     total number of shares of Common Stock issuable upon conversion of the
     Interim Promissory Notes (other than Interim Promissory Notes issued due to
     the direct efforts of the Company) as a result of the Interim Offering. The
     Placement Agent Warrants shall have an exercise price equal to 120% of the
     conversion price of the Common Stock subject to the Interim Promissory
     Notes offered in the Interim Offering. The Placement Agent Warrants shall
     expire three years from the date of issuance and shall contain the normal
     terms and conditions of warrants of this size and type, which shall include
     but not necessarily be limited to the right of cashless exercise, piggyback
     registrations rights and standard anti dilution provisions. As further
     compensation for Placement Agent's agreement to use its best efforts to
     find subscribers for an additional (i.e., above and beyond the first
     $700,000 of Interim Promissory Notes sold during the Interim Offering)
     $800,000 of Interim

                                       2

<PAGE>

     Promissory Notes (the "Additional Notes") , the Company hereby agrees to
     (i) immediately deliver 100,000 shares of Common Stock to Placement Agent
     and (ii) deliver a further 100,000 shares to Placement Agent in the event
     that the Placement Agent finds (and receives signed purchase commitments
     from) subscribers for at least $500,000 of the Additional Notes on or prior
     to April 30, 2002."

All other terms and conditions in the Amended Agreement will remain the same.

                                       3

<PAGE>

In Witness Whereof, the parties hereto execute this Amendment as of the day and
date first set out above.

Berthel Fisher & Company                    Polar Molecular Corporation
Financial Services, Inc.


By: /s/ Thomas J. Berthel                   By: /s/ Mark L. Nelson
    ----------------------------                --------------------------------
Title: CEO                                  Title: President-CEO
       4-5-02

                                       3

<PAGE>

                                   AMENDMENT D

This Amendment D (the "Amendment") dated as of April 30, 2002, is attached to
and made a part of that Placement Agreement dated as of December 21, 2001 (the
"Placement Agreement") which was amended pursuant to an Amendment A dated as of
December 21, 2001 (the "Amendment A") , which was amended pursuant to an
Amendment B dated as of February 28, 2002 (Amendment B") and which was amended
pursuant to an Amendment C dated as of March 27, 2002 ("Amendment C"), all of
which were executed by and between Berthel Fisher & Company Financial Services,
Inc. (Placement Agent) and Polar Molecular Corporation (the "Company")
(collectively the Placement Agreement, the Amendment A and the Amendment B shall
be referred to as the "Amended Agreement").

All terms defined in the Amended Agreement will have the same meaning when used
in this Amendment.

Whereas, the parties desire to amend the terms of the Amended Agreement.

Now Therefore, in consideration of the foregoing, and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
agree as follows:

     1. Pursuant to the terms of the Amended Agreement, the parties agree that
     the Interim Offering shall be extended until May 15, 2002 and the Interim
     Offering Termination Date shall include such later applicable date.

     2. Paragraph 6.e. of the Amended Agreement shall be amended by deleting the
     reference to "April 30, 2002" at the end of the paragraph and replacing it
     with "May 15, 2002".

All other terms and conditions of the Amended Agreement will remain the same

In Witness Whereof, the parties hereto execute this Amendment as of the day and
date set out above

Berthel Fisher & Company                    Polar Molecular Corporation
Financial Services, Inc.


By:  /s/ Thomas J. Berthel                  By: /s/ Mark L. Nelson
     ---------------------------                --------------------------------
Title: CEO                                  Title: Pres-CEO

<PAGE>

                                   AMENDMENT E

This Amendment E (the "Amendment") dated as of May 15, 2002, is attached to and
made a part of that Placement Agreement dated as of December 21, 2001 (the
"Placement Agreement") which was amended pursuant to an Amendment A dated as of
December 21, 2001 (the "Amendment A"), which was amended pursuant to an
Amendment B dated as of February 28, 2002 (Amendment B"), which was amended
pursuant to an Amendment C dated as of March 27, 2002 ("Amendment C") and which
was amended pursuant to an Amendment D dated as of April 30, 2002 ("Amendment
D"), all of which were executed by and between Berthel Fisher & Company
Financial Services, Inc. (Placement Agent) and Polar Molecular Corporation (the
"Company") (collectively the Placement Agreement, the Amendment A, the Amendment
B, the Amendment C and the Amendment D shall be referred to as the "Amended
Agreement").

All terms defined in the Amended Agreement will have the same meaning when used
in this Amendment.

Whereas, the parties desire to amend the terms of the Amended Agreement.

Now Therefore, in consideration of the foregoing, and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
agree as follows:

     1. Pursuant to the terms of the Amended Agreement, the parties agree that
     the Interim Offering shall be extended for an additional 30 days, until
     June 14, 2002, with the right to extend the Agreement for two additional 30
     day periods by mutual agreement of the parties, and the Interim Offering
     Termination Date shall include such later applicable date.

     2. Paragraph 6.e. of the Amended Agreement shall be amended by deleting the
     reference to "May 15, 2002" at the end of the paragraph and replacing it
     with "June 14, 2002".

All other terms and conditions of the Amended Agreement will remain the same

In Witness Whereof, the parties hereto execute this Amendment as of the day and
date set out above

Berthel Fisher & Company                    Polar Molecular Corporation
Financial Services, Inc.


By: /s/ Thomas J. Berthel                   By: /s/ Mark L. Nelson
    ----------------------------                --------------------------------
Title: CEO                                  Title: President-CEO

<PAGE>

                                   AMENDMENT F

This Amendment F (the "Amendment") dated as of June 13, 2002, is attached to and
made a part of that Placement Agreement dated as of December 21, 2001 (the
"Placement Agreement") which was amended pursuant to an Amendment A dated as of
December 21, 2001 (the "Amendment A"), which was amended pursuant to an
Amendment B dated as of February 28, 2002 ("Amendment B"), which was amended
pursuant to an Amendment C dated as of March 27, 2002 ("Amendment C"), which was
amended pursuant to an Amendment D dated as of April 30, 2002 ("Amendment D"),
and Amendment E dated as of May 15, 2002 all of which were executed by and
between Berthel Fisher & Company Financial Services, Inc. (Placement Agent) and
Polar Molecular Corporation (the "Company") (collectively the Placement
Agreement, the Amendment A, the Amendment B, the Amendment C, the Amendment D
and Amendment A shall be referred to as the "Amended Agreement").

All terms defined in the amended Agreement will have the same meaning when used
in this Amendment.

Whereas, the parties desire to amend the terms of the Amended Agreement.

Now Therefore, in consideration of the foregoing, and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
agree as follows:

1.   Pursuant to the terms of the Amended Agreement, the parties agree that the
     Interim Offering shall be extended for an additional 30 days, until July
     14, 2002, with the right to extend the Agreement for two additional 30 day
     periods by mutual agreement of the parties, and the Interim Offering
     Termination Date shall include such later applicable date.

2.   Paragraph 6.e. of the Amended Agreement shall be amended by deleting the
     reference to "June 14, 2002" at the end of the paragraph and replacing it
     with "July 14, 2002".

All other terms and conditions of the Amended Agreement will remain the same

In Witness Whereof, the parties hereto execute this Amendment as of the day and
date set out above

Berthel Fisher & Company                    Polar Molecular Corporation
Financial Services, Inc.


By: /s/ Dwight E. Wheelan, President        By: /s/ Mark L. Nelson
    ---------------------------------           --------------------------------

<PAGE>

                                   AMENDMENT G

This Amendment G (the "Amendment") dated as of July 12, 2002, is attached to and
made a part of that Placement Agreement dated as of December 21, 2001 (the
"Placement Agreement") which was amended pursuant to an Amendment A dated as of
December 21, 2001 (the "Amendment A") , which was amended pursuant to an
Amendment B dated as of February 28, 2002 ("Amendment B"), which was amended
pursuant to an Amendment C dated as of March 27, 2002 ("Amendment C"), which was
amended pursuant to an Amendment D dated as of April 30, 2002 ("Amendment D"),
which was amended pursuant to an Amendment E dated as of May 15, 2002
("Amendment E") and an Amendment F dated as of June 13, 2002 ("Amendment G"),
all of which were executed by and between Berthel Fisher & Company Financial
Services, Inc. (Placement Agent) and Polar Molecular Corporation (the "Company")
(collectively the Placement Agreement, the Amendment A, the Amendment B, the
Amendment C, the Amendment D, the Amendment F and Amendment G shall be referred
to as the "Amended Agreement").

All terms defined in the Amended Agreement will have the same meaning when used
in this Amendment.

Whereas, the parties desire to amend the terms of the Amended Agreement.

Now Therefore, in consideration of the foregoing, and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
agree as follows:

1.   Pursuant to the terms of the Amended Agreement, the parties agree that the
     Interim Offering shall be extended for an additional 48 days, until August
     31, 2002, with the right to extend the Agreement for two additional 30 day
     periods by mutual agreement of the parties, and the Interim Offering
     Termination Date shall include such later applicable date.

2.   Paragraph 6.e. of the Amended Agreement shall be amended by deleting the
     reference to "June 14, 2002" at the end of the paragraph and replacing it
     with "August 31, 2002".

All other terms and conditions of the Amended Agreement will remain the same

<PAGE>

In Witness Whereof, the parties hereto execute this Amendment as of the day and
date set out above.

Berthel Fisher & Company                    Polar Molecular Corporation
Financial Services, Inc.


By: /s/ Dwight E. Wheelan                   By: /s/ Mark L. Nelson
    ----------------------------                --------------------------------
Title: President                            Title: President & CEO

<PAGE>

                                   AMENDMENT H

This Amendment G (the "Amendment") dated as of August   , 2002, is attached to
                                                      --
and made a part of that Placement Agreement dated as of December 21, 2001 (the
"Placement Agreement") which was amended pursuant to an Amendment A dated as of
December 21, 2001 (the "Amendment A"), which was amended pursuant to an
Amendment B dated as of February 28, 2002 ("Amendment B"), which was amended
pursuant to an Amendment C dated as of March 27, 2002 ("Amendment C"), which was
amended pursuant to an Amendment D dated as of April 30, 2002 ("Amendment D"),
and Amendment E dated as of May 15, 2002 ("Amendment E"), which was amended
pursuant to an Amendment F dated as of June 13, 2002 ("Amendment F") and an
Amendment G dated as of July 12, 2002 ("Amendment G"), all of which were
executed by and between Berthel Fisher & Company Financial Services, Inc.
(Placement Agent) and Polar Molecular Corporation (the "Company") (collectively
the Placement Agreement, the Amendment A, the Amendment B, the Amendment C, the
Amendment D, the Amendment E, the Amendment F, the Amendment G and Amendment H
shall be referred to as the "Amended Agreement").

All terms defined in the amended Agreement will have the same meaning when used
in this Amendment.

Whereas, the parties desire to amend the terms of the Amended Agreement.

Now Therefore, in consideration of the foregoing, and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
agree as follows:

1.   Pursuant to the terms of the Amended Agreement, the parties agree that the
     Interim Offering shall be extended for an additional 60 days, until October
     30, 2002, with the right to extend the Agreement for two additional 30 day
     periods by mutual agreement of the parties, and the Interim Offering
     Termination Date shall include such later applicable date.

2.   Paragraph 6.e. of the Amended Agreement shall be amended by deleting the
     reference to "August 31, 2002" at the end of the paragraph and replacing it
     with "September 30, 2002".

All other terms and conditions of the Amended Agreement will remain the same

In Witness Whereof, the parties hereto execute this Amendment as of the day and
date set out above.

<PAGE>

Berthel Fisher & Company                    Polar Molecular Corporation
Financial Services, Inc.


By: /s/ Dwight E. Wheelan                   By: /s/ Mark Nelson
    ----------------------------                --------------------------------
Title: President                            Title: President

<PAGE>

                                   AMENDMENT I

This Amendment I (the "Amendment") dated as of September 30, 2002, is attached
to and made a part of that Placement Agreement dated as of December 21, 2001
(the "Placement Agreement") which was amended pursuant to an Amendment A dated
as of December 21, 2001 (the "Amendment A"), which was amended pursuant to an
Amendment B dated as of February 28, 2002 ("Amendment B"), which was amended
pursuant to an Amendment C dated as of March 27, 2002 ("Amendment C") which was
amended pursuant to an Amendment D dated as of April 30, 2002 ("Amendment D"),
which was amended pursuant to an Amendment E dated as of May 15, 2002
("Amendment E"), which was amended pursuant to an Amendment F dated as of June
13, 2002 ("Amendment F"), which was amended pursuant to an Amendment G dated as
of July 12, 2002 ("Amendment G") and an Amendment H dated as of August 30, 2002,
all of which were executed by and between Berthel Fisher & Company Financial
Services, Inc. (Placement Agent) and Polar Molecular Corporation (the "Company")
(collectively the Placement Agreement, the Amendment A, the Amendment B, the
Amendment C, the Amendment D, the Amendment E, the Amendment F, the Amendment G,
the Amendment H and the Amendment I shall be referred to as the "Amended
Agreement").

All terms defined in the Amended Agreement will have the same meaning when used
in this Amendment.

Whereas, the parties desire to amend the terms of the Amended Agreement.

Whereas the parties acknowledge that the 1.5 Million Dollar Interim Offering has
been completed; and

Whereas, the parties desire to initiate and complete an additional offering in
an amount up to Seven Hundred Thousand and No/100 Dollars ($700,000) (the
"Additional Offering")

Now Therefore, in consideration of the foregoing, and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
agree as follows:

     1. Pursuant to the terms of the Amended Agreement, the parties agree that
     the Interim Offering and the Additional Offering shall be extended for an
     additional 57 days, until November 27, 2002, with the right to extend the
     Agreement for two additional 30 day periods by mutual agreement of the
     parties, and the Interim Offering Termination Date and the date for the
     termination of the Additional Offering (the "Additional Offering
     Termination Date") shall include such later applicable date. The Company
     will provide an Amendment/Supplement, as the case may be, to the

                                       1

<PAGE>

     Confidential Private Placement Memorandum dated January 30, 2002 and the
     Cumulative Supplement and Addendum to Confidential Private Placement
     Memorandum dated April 11, 2002, which will provide necessary information
     to potential investors, including but not necessarily limited to the fact
     that the Interim Offering of $1.5 Million Dollars has been sold out and
     that the parties agree to initiate an Additional Offering in the amount of
     Seven Hundred Thousand Dollars ($700,000) (the "Supplement").

     2. Paragraph 6.e. of the Amended Agreement shall be amended by deleting the
     reference to "September 30, 2002" at the end of the paragraph and replacing
     it with "November 27, 2002".

     3. In order for the Placement Agent to use its best efforts to go forward
     with the Additional Offering the parties agree to the following timeline:

          A.   On or before November 27, 2002, the Company, in cooperation with
               Murdock Communications Corporation ("Murdock"), will have filed
               the S-4 regarding the merger of the Company and Murdock;

          B.   The Supplement will be completed and forwarded to the Placement
               Agent no later than November 7, 2002, in order that the Placement
               Agent may continue to put forth its best efforts to complete the
               Additional Offering;

          C.   At or prior to the final closing for the Additional Offering, the
               Company will produce a letter or some other acceptable evidence
               from Total-Fina-Elf ("TFE"), in which TFE acknowledges that it
               intends to place an order for the Company product;

          D.   On or before the final closing of the Additional Offering, the
               Company, through its attorneys, will complete and present to
               Murdock a revised and amended Merger Agreement, acceptable to
               Murdock, which corresponds to the new dates of the proposed
               Merger.

     4. The parties agree, that out of the funds that are raised in the
     Additional Offering, the first Seventy Five Thousand Dollars of funds
     raised, after the payment of Placement Agent fees and commissions, will be
     paid to the Company's accountants and attorneys. In exchange for payment of
     said funds the Company will produce evidence from the Company's accountants
     and attorneys that said accountants and attorneys will continue to work
     with the Company to do all work reasonable and necessary in order to
     complete the Offering and the proposed merger of the

                                       2

<PAGE>

     Company with Murdock, including but not necessarily limited to filing of a
     Registration Statement prior to the closing of the merger between the
     Company and Murdock, without requiring additional payment until the Merger
     closing.

     5. The Company agrees that out of the net proceeds raised from the exercise
     of Warrants resulting from the Interim Offering and/or the Additional
     Offering, after payment of Placement Agent fees and commissions, the
     Company will loan to Murdock one third of the amount raised. Furthermore,
     assuming the full $700,000 is raised in the Additional Offering, the
     Company will loan to Murdock $190,000 of the net proceeds of the Additional
     Offering. If less than the full $700,000 is raised in the Additional
     Offering, the Company will loan to Murdock 19/52 of any net proceeds (i.e.,
     following payment of Placement Agent fees and commissions) from the
     Additional Offering after payment of the amounts set forth in Paragraph 4
     hereof.

     6. At or prior to the closing of the Merger the Company will use it s
     reasonable best efforts to have either paid off or converted, to Company
     Common Stock, any and all outstanding accounts payable/debt obligations,
     including but not necessarily limited to unpaid salaries, bonuses and/or
     suppliers. Notwithstanding anything to the contrary stated above, the debts
     owed to the Company's accountants and attorneys which may be over and above
     the amounts stated in paragraph 4 above, are not required to be converted
     and may continue to accrue in order to be paid at the Merger Closing and/or
     according to terms agreed to among the parties.

All other terms and conditions of the Amended Agreement will remain the same.

In Witness Whereof, the parties hereto execute this Amendment as of the day and
date set out above.

Berthel Fisher & Company                    Polar Molecular Corporation
Financial Services, Inc.


By: /s/ Ronald O. Brendegen                 By: /s/ Mark L. Nelson
    ----------------------------                --------------------------------
Title: CFO                                  Title: President-CEO

                                       3

<PAGE>

                                   AMENDMENT J

This Amendment J (the "Amendment J") dated as of September 30, 2002, is attached
to and made a part of that Placement Agreement dated as of December 21, 2001
(the "Placement Agreement") which was amended pursuant to an Amendment A dated
as of December 31, 2001, (the "Amendment A"), which was amended pursuant to an
Amendment B dated as of February 28, 2002 ("Amendment B"), which was amended
pursuant to an Amendment C dated as of March 27, 2002 ("Amendment C"), which was
amended pursuant to an Amendment D dated as of April 30, 2002 ("Amendment D"),
which was amended pursuant to an Amendment E dated as of May 15, 2002
("Amendment E"), which was amended pursuant to an Amendment F dated as of June
13, 2002 ("Amendment F"), which was amended pursuant to an Amendment G dated as
of July 12, 2002 ("Amendment G"), which was amended pursuant to an Amendment H
dated as of August 30, 2002 ("Amendment H"), which was amended pursuant to an
Amendment I dated as of September 30, 2002 ("Amendment I"), all of which were
executed by and between Berthel Fisher & Company Financial Services, Inc.
(Placement Agent) and Polar Molecular Corporation (the "Company") (collectively
the Placement Agreement, the Amendment A, the Amendment B, the Amendment C, the
Amendment D, the Amendment E, the Amendment F, the Amendment G, the Amendment H
and the Amendment I shall be referred to as the "Amended Agreement").

All terms defined in the Amended Agreement will have the same meaning when used
in this Amendment.

Whereas, the parties desire to amend the terms of the Amended Agreement.

Now Therefore, in consideration of the foregoing, and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
agree as follows:

1.   The proceeds of the Additional Offering shall be distributed as follows:

     (a) Of the first $143,000 raised in the Additional Offering, the proceeds,
     net of a 10% commission to the Placement Agent, shall go 100% to the
     Company.

     (b) Of the next $157,000 raised in the Additional Offering, the proceeds,
     net of a 10% commission to the Placement Agent, shall go 50% to Murdock and
     50% to the Company.

     (c) Of the next $400,000 raised in the Additional Offering, the proceeds,
     net of an 18.75% commission to the Placement Agent (to be shared by the
     Placement Agent with

<PAGE>

     Houhlihan Smith & Company Inc. to give effect to the Amended Agreement),
     shall go 66.67% to the Company and 33.33% to Murdock.

2. The Company agrees that out of the proceeds raised from the exercise of
Warrants resulting from the Interim Offering and/or the Additional Offering, the
Company will loan to Murdock the sum of (i) $57,696, (ii) one third of the
proceeds (net of any commissions) raised in the Additional Offering less any
amounts loaned to Murdock under the provisions of paragraph 1 of this Amendment
J and (iii) one-third of the proceeds (net of any commissions) raised from such
Warrants.

3. The Company agrees that, to the extent that Murdock (x) chooses not to accept
any portion of the amounts to be loaned from the Company under the terms set
forth in paragraph 2 above or (y) otherwise does not (whether or not any
proceeds are raised from the exercise of such Warrants) receive the amounts set
forth it items (i) and (ii) of paragraph 2, Murdock shall receive a credit
against its liabilities for purposes of meeting the Net Worth Test (as defined
in the Merger Agreement).

4. The parties agree that they shall not amend the provisions of paragraphs 1
through 4 of this Amendment J without the consent of Murdock, which is hereby
named as a third party beneficiary of such paragraphs 1 through 4.

5. Paragraph 6.e. of the Amended Agreement shall be amended by deleting the
reference to "November 27, 2002" at the end of the paragraph and replacing it
with "December 20, 2002". The Termination Date shall be December 20, 2002.

6. The parties agree that the Company, in cooperation with Murdock, will have
filed the Registration Statement on Form S-4 regarding the merger of the Company
and Murdock (the "S-4 Filing") on or prior to December 23, 2002.

7. Placement Agent agrees that the Company and the Placement Agent have received
a letter from TFE that meets the requirements set forth in Amendment I.

8. Notwithstanding the compensation expense amounts referenced in paragraph 2 of
Amendment B, which the parties agree is superseded by this paragraph 8 of this
Amendment J, the Company agrees that it will limit its compensation expense (as
shown in its initial S-4 Filing, assuming no prior comments by the Securities
and Exchange Commission) relating to issuance of common stock and/or options to
officers and directors since November 1, 2001 to an amount not exceeding
$1,000,000. The parties agree that no such cap is applicable to any related
changes in the S-4 Filing or otherwise required to comply with

                                        2

<PAGE>

comments of the Securities and Exchange Commission or other related agency.

All other terms and conditions of the Amendment Agreement will remain the same.

In Witness Whereof, the parties hereto execute this Amendment as of the day and
date set out above.

Berthel Fisher & Company                    Polar Molecular Corporation
Financial Services, Inc.


By: /s/ Thomas J. Berthel                   By: /s/ Mark L. Nelson
    ----------------------------                -------------------------------
Title: CEO                                  Title: President - CEO


Acknowledged and agreed for the
purposes of paragraphs 1 through 4
hereof:

MURDOCK COMMUNICATIONS CORPORATION


By: /s/
    ----------------------------
Title:
       -------------------------

                                       3

<PAGE>

                                   AMENDMENT K

This Amendment K ("Amendment K") dated as of December 20, 2002, is attached to
and made a part of that Placement Agreement dated as of December 21, 2001 (the
"Placement Agreement") which was amended pursuant to an Amendment A dated as of
December 21, 2001 (the "Amendment A"), which was amended pursuant to an
Amendment B dated as of February 28, 2002 ("Amendment B"), which was amended
pursuant to an Amendment C dated as of March 27, 2002 ("Amendment C"), which was
amended pursuant to an Amendment D dated as of April 30, 2002 ("Amendment D"),
which was amended pursuant to an Amendment E dated as of May 15, 2002
("Amendment E"), which was amended pursuant to an Amendment F dated as of June
13, 2002 ("Amendment F"), which was amended pursuant to an Amendment G dated as
of July 12, 2002 ("Amendment G"), which was amended pursuant to an Amendment H
dated as of August 30, 2002 ("Amendment H"), which was amended pursuant to an
Amendment I dated as of September 30, 2002 ("Amendment I"), which was amended
pursuant to an Amendment J which was incorrectly dated as of September 30, 2002
and which should have been dated as of December 11, 2002, all of which were
executed by and between Berthel Fisher & Company Financial Services, Inc.
(Placement Agent) and Polar Molecular Corporation (the "Company") (collectively
the Placement Agreement, the Amendment A, the Amendment B, the Amendment C, the
Amendment D, the Amendment E, the Amendment F, the Amendment G, the Amendment H,
the Amendment I and the Amendment J shall be referred to as the "Amended
Agreement").

All terms defined in the Amended Agreement will have the same meaning when used
in this Amendment.

Whereas, the parties desire to amend the terms of the Amended Agreement.

Now Therefore, in consideration of the foregoing, and for other good and
valuable consideration, receipt of which is hereby acknowledged, the parties
agree as follows:

1.   Pursuant to the terms of the Amended Agreement, the parties agree that the
     Additional Offering shall be extended for an additional 42 days until
     January 31, 2003, or until the Murdock Communication Corporation
     Registration Statement (the "S-4 Filing") is completed and filed with the
     SEC, whichever is later, and the Additional Offering Termination Date shall
     include such later applicable date.

<PAGE>

2.   Paragraph 6.e. of the Amended Agreement shall be amended by deleting the
     reference to "December 20, 2002" at the end of the paragraph and replacing
     it with "January 31, 2003 or the date when the S-4 Filing is completed and
     filed with the SEC, whichever is later." The Termination Date shall be
     January 31, 2003 or the date when the S-4 Filing is completed and filed
     with the SEC, whichever is later.

3.   The parties agree that the Company, in cooperation with Murdock, will have
     filed the Registration Statement on Form S-4 regarding the merger of the
     Company and Murdock (the "S-4 Filing") as soon as practicable.

     All other terms and conditions of the Amended Agreement will remain the
     same.

     In Witness Whereof, the parties hereto execute this Amendment as of the day
     and date set out above.

Berthel Fisher & Company                    Polar Molecular Corporation
Financial Services, Inc.


By:                                         By: /s/ Mark L. Nelson
    ----------------------------                --------------------------------
Title:                                      Title: President - CEO
       -------------------------