<PAGE>

                                                                   Exhibit 10.46

                               SECURITY AGREEMENT

     This SECURITY AGREEMENT (the "Security Agreement") dated as of January 30,
2001, by and between Polar Molecular Corporation, a Delaware corporation (the
"Company") and each of the employees and advisors of the Company set forth on
Exhibit A hereto (collectively, the "Secured Parties").

                                    RECITALS

     WHEREAS, the Secured Parties have deferred wages or provided services to
the Company without compensation and the Company has agreed to grant the Secured
Parties a security interest in the Collateral to secure the payment of such
sums; and

     WHEREAS, the Company is prohibited from granting any liens or security
interests in the Collateral (as such term is defined below) until the release of
the lien and security interest granted by the Company to Affiliated Investments,
L.L.C. ("Affiliated") pursuant to the terms of that certain Security Agreement
dated October 25, 2001 (the "Existing Security Agreement"); and

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

     WHEREAS, the Company intends to procure additional financing after the date
of this Security Agreement that will likely require a grant of a security
interest in the Collateral and the security interest created by this Security
Agreement is intended to have the same priority as any security interest granted
in future financing.

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

                                    AGREEMENT

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

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

<PAGE>


          (a) All accounts (whether or not earned by performance), letters of
credit, contract rights, chattel paper, instruments, securities, documents,
securities accounts, security entitlements, commodity contracts, commodity
accounts, investment property and all other forms of obligations at any time
owing to such borrower, all guaranties and other security therefor, all
merchandise returned or repossessed by the Company, and all rights of stoppage
in transit and all other rights or remedies of an unpaid vendor, lienor or
secured party (collectively referred to herein as "Accounts").

          (b) All goods, merchandise or other personal property, to be furnished
under any contract of service or held for sale or lease (including without
limitation all raw materials, work in process, finished goods and goods in
transit, and including without limitation all farm products), and all materials
and supplies of every kind and description used in the Company's operations or
owned by the Company and any interests in any of the foregoing, and all
attachments, accessories, accessions, replacements, substitutions, additions or
improvements to any of the foregoing, wherever located (collectively referred to
herein as "Inventory").

          (c) All machinery, molds, machine tools, motors, furniture, equipment,
furnishings, fixtures, trade fixtures, motor vehicles, tools, parts, dies, jigs,
goods and other goods (other than Inventory) of every kind and description used
in the Company's operations or owned by the Company and any interest in any of
the foregoing, and all attachments, accessories, accessions, replacements,
substitutions, additions, or improvements, to any of the foregoing, wherever
located (collectively referred to herein as "Equipment").

          (d) All rights and interest in and to all patents, trademarks (and the
goodwill of the business symbolized thereby; and with respect to the intent to
use applications, the entire business to which such applications and the marks
subject thereto as required by 15 U.S.C. (S) 1060), names, trade names, domain
names, copyrights, registrations, licenses, franchises, applications for any of
the foregoing, inventions, designs, drawings, blueprints, trade secrets,
goodwill, choses in action, contract rights, documents or certificates of title,
causes of action, corporate or other business records, deposit accounts,
investment property, customer lists, security and other deposits, rights in all
litigation presently or hereafter pending for any cause or claim (whether in
contract, tort or otherwise), and all judgments now or hereafter arising
therefrom, all claims of such Company against Secured Parties, rights to
purchase or sell real or personal property, rights as a licensor or licensee of
any kind, royalties, telephone numbers, proprietary information, purchase
orders, and all insurance policies and claims (including without limitation life
insurance, key man insurance, credit insurance, liability insurance, property
insurance and other insurance), tax refunds and claims, computer programs,
discs, tapes and tape files, claims under guarantees, security interests or
other security held by or granted to such Company, all rights to indemnification
and all other intangible property of every kind and nature (other than
Accounts), including without limitation, (i) the intellectual property listed on
Schedule I hereto, accounts and all money and all property now or at any time in
the future in Secured Parties' possession (including claims and credit balances)
(collectively referred to herein as "General Intangibles").

                                       2

<PAGE>

          (e) All security for the payment of any of the foregoing, and all
goods which gave or will give rise to any of the foregoing or are evidenced,
identified, or represented therein or thereby.

          (f) All real estate or other real property now or hereafter acquired
by the Company.

          (g) All assets or other property similar to any of the foregoing
hereafter acquired by the Company.

          (h) All other assets or property of the Company not otherwise
described above, whether now owned or hereafter acquired.

          (i) All proceeds of any of the foregoing (including proceeds of any
insurance policies, proceeds of proceeds, and claims against third parties), all
products of any of the foregoing, and all books and records related to any of
the foregoing.

     In each case, the foregoing shall be covered by this Security Agreement,
whether the Company's ownership or other rights therein are presently held or
hereafter acquired (by operation of law or otherwise) and howsoever the
Company's interests therein may arise or appear (whether by ownership, security
interest, claim or otherwise).

     Section 3. Security for Liabilities. This Security Agreement secures the
payment of (i) all obligations of the Company now or hereafter existing to the
Secured Parties and (ii) all obligations of the Company now or hereafter
existing under this Security Agreement (all such obligations, together with the
obligations, being the "Liabilities"). Without limiting the generality of the
foregoing, this Security Agreement secures the payment of all amounts which
constitute part of the Liabilities which are now or at any time hereafter owing
by the Company to the Secured Parties for deferred wages or services rendered.

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

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

          (b) The Company is the legal and beneficial owner of the Collateral
     free and clear of any lien, security interest, option or other charge or
     encumbrance except for the security interest created by this Security
     Agreement, and the security interest granted to Lockhart Holdings, Inc.
     ("Lockhart") under that certain Security Agreement between the Company and
     Lockhart (the "Lockhart Security Agreement") effective as of October 22,
     2001. No effective financing statement or other document similar in effect
     covering all or any part of the Collateral is on file in any recording
     office, except such as may have been filed in favor of Affiliated,
     Lockhart, and the Secured Parties related to this Security

                                       3

<PAGE>

     Agreement. The Company's exact full legal name is, and for the previous
     five year period has been as set forth in the first paragraph of this
     Security Agreement. The Company has no trade names or styles.

          (c) This Security Agreement creates a valid security interest in the
     Collateral which, upon the full release of the security interest granted by
     the Existing Security Agreement (or upon consent by Affiliated to the
     security interest granted by this Security Agreement) and upon the filing
     of a UCC-1 Financing Statement pursuant to the applicable provisions of the
     UCC, shall constitute a perfected security interest in the Collateral
     securing the payment of the Liabilities.

          (d) As of the date hereof, other than the release of the security
     interest granted by the Existing Security Agreement or the consent of
     Affiliated to the security interest granted by this Security Agreement, no
     consent of any other person or entity and no authorization, approval or
     other action by, and no notice to or filing with, any governmental
     authority or regulatory body is required (i) for the grant by the Company
     of the security interest granted hereby or for the execution, delivery or
     performance of this Security Agreement by the Company, (ii) for the
     perfection or maintenance of the security interest created hereby
     (including the first priority nature of such security interest, other than
     the filing of UCC financing Statements describing the Collateral, in
     accordance with the applicable provisions of the UCC) or (iii) for the
     exercise by the Secured Parties of its rights and remedies hereunder.

     Section 5. Further Assurances.

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

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

          (c) The Company will furnish to the Secured Parties from time to time
     statements and schedules further identifying and describing the Collateral
     and such other

                                       4

<PAGE>

     reports in connection with the Collateral as the Secured Parties may
     reasonably request, all in reasonable detail.

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

     Section 7. Transfers and Other Liens.

          (a) The Company shall not (i) sell, assign (by operation of law or
otherwise) or otherwise dispose of, or grant any option with respect to, any of
the Collateral, or (ii) after the Effective Date, create or permit to exist any
lien, security interest, option or other charge or encumbrance upon or with
respect to any of the Collateral with rights superior to those granted to the
Secured Parties under this Security Agreement except for the security interest
granted to Affiliated pursuant to the Existing Security Agreement and the
security interest granted to Lockhart pursuant to the Lockhart Security
Agreement.

          (b) The secured Parties hereby acknowledge and accept that the Company
will grant, on an equal priority with the security interest granted by this
Security Agreement, additional security interests in the Collateral to investors
for the purpose of obtaining additional investment in the Company not to exceed
the principal amount of $700,000.

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

          (a) The Company shall fail to pay the Liabilities or fail to perform
any obligations hereunder on or prior to June 30, 2002.

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

          (c) The Company shall incur any lien, security interest or other
charge or encumbrance against the Collateral superior in rights to the security
interest created in favor of the Secured Parties pursuant to this Security
Agreement without the written consent of the Secured Parties;

          (d) The Company shall sell any of the Collateral; or

          (e) The Company shall default in the observance or performance of any
term, indemnity, covenant or agreement contained herein.

                                       5

<PAGE>

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

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

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

          (c) To file any claims or take any action allowed by the terms of this
     Agreement or institute any proceedings which the Secured Parties may deem
     necessary or desirable for the collection of any of the Collateral or
     otherwise to enforce the rights of the Secured Parties with respect to any
     of the Collateral.

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

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

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

          (a) Secured Parties may exercise in respect of the Collateral, in
     addition to other rights and remedies provided for herein or otherwise
     available to it, all the rights and remedies of a secured party upon
     default under the UCC (whether or not the UCC applies to the affected
     Collateral), and also may (i) require the Company to, and the Company
     hereby agrees that it will at its expense and upon request of the Secured
     Parties forthwith, assemble all or part of the Collateral as directed by
     the Secured Parties and make it available to the Secured Parties at a place
     to be designated by the Secured Parties which is reasonably convenient to
     both parties and (ii) without notice except as specified below, sell the
     Collateral or any part thereof in one or more parcels at public or private
     sale, at any of the Secured Parties' offices or elsewhere, for cash, on
     credit or for future delivery, and upon such other terms as the Secured
     Parties may deem commercially reasonable. The Company agrees that, to the
     extent notice of sale shall be required by law, at least thirty days'
     notice to the Company of the time and place of any public sale or

                                       6

<PAGE>

     the time after which any private sale is to be made shall constitute
     reasonable notification. The Secured Parties shall not be obligated to make
     any sale of Collateral regardless of notice of sale having been given. The
     Secured Parties may adjourn any public or private sale from time to time by
     announcement at the time and place fixed therefor, and such sale may,
     without further notice, be made at the time and place to which it was so
     adjourned. The Secured Parties may disclaim warranties of title,
     possession, quiet enjoyment and the like. Any action pursuant to this
     paragraph shall not affect the commercial reasonableness of the sale.

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

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

     Section 13. Addresses for Notices. All notices and other communications
provided for hereunder shall be made, and shall be effective when made, if to
the Company at the address set forth in Section 4(a) and if to the Secured
Parties, to each respective party at the address set forth on Exhibit A hereto.

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

     Section 15. GOVERNING LAW. THE LENDER AND THE BORROWER AGREE THAT EXCEPT AS
REQUIRED BY MANDATORY PROVISIONS OF LAW AND EXCEPT TO THE EXTENT THAT THE
PERFECTION OF THE SECURITY INTEREST HEREUNDER, OR ANY OF THE REMEDIES HEREUNDER,
IN RESPECT OF PARTICULAR COLLATERAL, MAY BE GOVERNED BY THE LAWS OF A
JURISDICTION OTHER THAN THE STATE OF COLORADO, ANY DISPUTE BETWEEN THEM ARISING
OUT OF OR RELATED TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION
WITH THIS SECURITY

                                       7

<PAGE>

AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE
RESOLVED IN ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO.

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

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

     Section 18. Execution. This Security Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.

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

                                       BORROWER:

                                       POLAR MOLECULAR CORPORATION


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


                                       SECURED PARTIES:

                                       HOLME ROBERTS & OWEN LLP


                                       By: /s/ Garth B. Jensen
                                           -------------------------------------
                                           Garth B. Jensen, Partner

                                       8

<PAGE>


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


                                       /s/ Chandra Prakash
                                       -----------------------------------------
                                       Chandra Prakash, V.P.


                                       /s/ Alan L. Smith
                                       -----------------------------------------
                                       Alan L. Smith, V.P.


                                       /s/ Melissa Polich
                                       -----------------------------------------
                                       Melissa Polich, In-Coming C.F.O.


                                       /s/ Gerard Gorman
                                       -----------------------------------------
                                       Gerard Gorman, V.P.


                                       /s/ Deborah Pilkington
                                       -----------------------------------------
                                       Deborah Pilkington, V.P.


                                       /s/ Delores Coy-DeJongh
                                       -----------------------------------------
                                       Delores Coy-DeJongh, Sales Rep.


                                       REISING, ETHINGTON, BARNES, KISSELLE,
                                       LEARMAN & MCCULLOCH, P.C.


                                       /s/ Paul J. Ethington
                                       -----------------------------------------
                                       Paul J. Ethington, Partner

                                       9

<PAGE>

                               FIRST AMENDMENT TO
                               SECURITY AGREEMENT

     This First Amendment to Security Agreement (this "Amendment") effective as
of June 30, 2002, by and between Polar Molecular Corporation, a Delaware
corporation (the "Company") and each of the employees and advisors of the
Company set forth on Exhibit A hereto (collectively, the "Secured Parties")
hereby amends the Security Agreement (the "Security Agreement") dated as of
January 30, 2002, by and between the Company and the Secured Parties.
Capitalized terms used herein and otherwise not defined shall have the meaning
set forth in the Security Agreement.

                                    RECITALS

     WHEREAS, the Secured Parties have provided services to the Company without
being paid compensation and the Company has agreed to grant, pursuant to the
terms of the Security Agreement, the Secured Parties a security interest in the
Collateral to secure the payment of such sums; and

     WHEREAS, the Company and the Secured Parties desire to amend the terms of
the Security Agreement in the manner set forth below.

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

                                    AGREEMENT

     1. Subsection (b) of Section 7 of the Security Agreement shall be amended
to read in its entirety as follows:

          "(b) The secured Parties hereby acknowledge and accept that the
          Company will grant, on an equal priority with the security interest
          granted by this Security Agreement, additional security interests in
          the Collateral to investors for the purpose of obtaining additional
          investment in the Company not to exceed the principal amount of
          $2,700,000."

     2. Subsection (a) of Section 8 of the Security Agreement shall be amended
to read in its entirety as follows:

          "(a) The Company shall fail to pay the Liabilities or fail to perform
          in any material respect any obligations hereunder on or prior to
          September 30, 2003."

     3. Section 15 of the Security Agreement shall be amended to read in its
entirety as follows:

<PAGE>

          "Section 15. GOVERNING LAW. THE COMPANY AND EACH OF THE SECURED
          PARTIES AGREE THAT EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW
          AND EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE SECURITY INTEREST
          HEREUNDER, OR ANY OF THE REMEDIES HEREUNDER, IN RESPECT OF PARTICULAR
          COLLATERAL, MAY BE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN
          THE STATE OF COLORADO, ANY DISPUTE BETWEEN THEM ARISING OUT OF OR
          RELATED TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION
          WITH THIS SECURITY AGREEMENT, AND WHETHER ARISING IN CONTRACT, TORT,
          EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE LAWS OF
          THE STATE OF COLORADO."

     4. The parties hereto acknowledge that, notwithstanding any of the
provisions of this Amendment, nothing in this Amendment intends to, or
effectively alters the creation or the attachment of the security interest
granted to each of the Secured Parties under the Security Agreement. Except as
explicitly amended by the terms of this Amendment, all of the terms of the
Security Agreement shall remain in full force and effect.

     5. This Amendment may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

     The parties hereto have caused this Amendment to be executed to be
effective as of the date first set forth above.

                                       THE COMPANY:

                                       POLAR MOLECULAR CORPORATION


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

                                       2

<PAGE>

                                       SECURED PARTIES:

                                       HOLME ROBERTS & OWEN LLP


                                       By: /s/ Garth B. Jensen
                                           -------------------------------------
                                           Garth B. Jensen, Partner


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


                                       /s/ Chandra Prakash
                                       -----------------------------------------
                                       Chandra Prakash, V.P.


                                       /s/ Alan L. Smith
                                       -----------------------------------------
                                       Alan L. Smith, V.P.


                                       /s/ Melissa Polich
                                       -----------------------------------------
                                       Melissa Polich, In-Coming C.F.O.


                                       /s/ Joan Hallinan
                                       -----------------------------------------
                                       Joan Hallinan, on behalf of the
                                       Estate of Gerard Gorman, V.P.


                                       /s/ Deborah Pilkington
                                       -----------------------------------------
                                       Deborah Pilkington, V.P.


                                       /s/ Delores Coy-DeJongh
                                       -----------------------------------------
                                       Delores Coy-DeJongh, Sales Rep.

                                       3

<PAGE>

                                       REISING, ETHINGTON, BARNES, KISSELLE,
                                       LEARMAN & MCCULLOCH, P.C.


                                       Paul J. Ethington
                                       -----------------------------------------
                                       Paul J. Ethington, Partner

                                       4

<PAGE>

                                    EXHIBIT A

                             EMPLOYEES AND ADVISORS

Holme, Roberts & Owen LLP

Mark L. Nelson

Chandra Prakash

Alan L. Smith

Melissa Polich

Gerard Gorman

Deborah Pilkington

Delores Coy-DeJongh

Reising, Ethington, Barnes, Kisselle, Learman & McCullogh, P.C.