**Exhibit 10.55**

 

June 30, 2004

 

Polar Molecular Holding Corporation

4600 South Ulster Street Suite 940

Denver, CO   80237

 

Attention: Mr. Mark L. Nelson - Chairman and President

 

Dear Sirs:

 

Further to our discussions, Dominick & DominickSecurities Inc. (“Dominick”) is pleased to outline the terms of an agreementwith Polar Molecular Holding Corporation (the “Corporation”) pursuant to whichwe have been engaged to act as the Corporation’s agent (“Agent”) for theprivate placement offering of common shares or such other equity or debt as maybe agreed upon by the parties, as well as sponsorship of the Corporation forlisting on the TSX Venture Exchange.

 
| Issuer:                 |   | Polar Molecular Holding Corporation (the “Corporation”).                                                                                                          |
|-------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                    |   |                                                                                                                                                                        |
| Agent:                  |   | Dominick & Dominick Securities Inc. (the “Agent”)  and such other members of a selling syndicate as may be agreed upon by the  Corporation and Dominick. |
|                    |   |                                                                                                                                                                        |
| Nature of Offering:     |   | Reasonable Best Efforts.                                                                                                                                                    |
|                    |   |                                                                                                                                                                        |
| Offering:               |   | Up to US$7.0 million in common shares or such other equity  or debt as agreed upon by the parties.                                                                          |
|                    |   |                                                                                                                                                                        |
| Offering Price:         |   | To be mutually agreed upon within the context of the market.                                                                                                                |
|                    |   |                                                                                                                                                                        |
| Use of Proceeds:        |   | The proceeds will be used to reduce indebtedness, implement  a marketing plan for the Corporation’s products and for general working  capital.                         |
|                    |   |                                                                                                                                                                        |
| Offering Jurisdictions: |   | Ontario, Alberta, British Columbia and such other  jurisdictions in Canada as mutually agreed.                                                                              |

 

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| Statutory Exemptions |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|----------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| to  be Relied Upon:  |   | The  common shares will be sold in the Offering Jurisdictions pursuant to  prospectus and registration exemptions for “accredited investors”.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Qualifications  of   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Securities           |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Distributed:         |   | No  prospectus will be filed to qualify the distribution of common shares or such  other equity or debt securities issued pursuant to this Offering in the  Offering Jurisdictions, provided at the time of Closing securities issued in  the Offering qualify for a hold period terminating four months and one day  from the Closing Date, pursuant to Multilateral Instrument 45-102 - Resale of  Securities. The Corporation will file a Registration Statement qualifying the  securities issued in this Offering for resale in the United States within 90  days of Closing.                                                                                                                                                                                                                                                                                                                                                                                                   |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Commission  and      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Sponsorship  Fee:    |   | The  Corporation shall pay Dominick (and such other members of a selling  syndicate) (collectively, the “Agents”), from gross proceeds of the Offering,  a cash commission fee equal to 8.5% of the gross proceeds of the Offering,  and broker’s warrants to acquire that number of common shares as is equal to  10% of the number of common shares issued in connection with the Offering, at  an exercise price equal to the Offering Price for a period of 24 months from  Closing.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|                 |   | The  Corporation shall pay Dominick a Sponsorship Fee, upon listing on the TSX  Venture Exchange, in an amount not less than $50,000, plus all disbursements.  Particulars of the terms of Sponsorship will be set out in a Sponsorship  Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                 |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| Holdover  Provision: |   | If  any person or party or affiliate or associate of such person or party is  introduced by Dominick, to the Corporation or any of its insiders or  affiliates, prior to termination of this agreement and with whom discussions  have been initiated (other than existing shareholders of the Corporation),  and a transaction subsequently closes with such person or party or affiliate  or associate of such person or party, within a period of one year after  termination of this agreement, the Corporation shall pay to Dominick an  amount in cash equal to 8.5% of the gross proceeds raised, and broker’s  warrants to acquire that number of common shares as is equal to 10% of the  gross proceeds raised, at an exercise price equal to current market price of  the shares at the time of such closing, for a period of 24 months from such  closing. Dominick will provide to the Corporation a list of investors with  whom discussions have been initiated. |

 

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| Right of First Refusal: |   | If the Offering is completed, the Corporation shall grant a  right of first refusal to Dominick to act as lead underwriter or agent in  respect of any subsequent public offering or private placement of equity in  Canada or the United States by the Corporation, or any of its subsidiaries or  affiliates for a period of eighteen (18) months from Closing, subject to  Dominick and the Corporation, acting reasonably, agreeing on the terms and  conditions thereof.                                     |
|-------------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Costs and Expenses:     |   | Reasonable costs and expenses of the Offering, whether or  not the Offering is completed, shall be paid by the Corporation including  (i) reasonable costs and expenses of the Agent(s); and  (ii) reasonable costs and expenses of Agent(s)’ legal counsel.                                                                                                                                                                                                                                       |
|                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Closing Date:           |   | On or about September 15, 2004 or such other date as  mutually agreed upon.                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Termination:            |   | This agreement shall terminate at 5:00 pm (Toronto Time) on  November 30, 2004, unless this agreement is extended by the mutual  agreement of the parties.                                                                                                                                                                                                                                                                                                                                                   |
|                    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Indemnity:              |   | In consideration of the Agent entering into this letter of  engagement, the Company shall indemnify the Agent(s) in accordance with the  terms of Schedule “A” hereto, which schedule forms part of this  letter of engagement. This indemnity shall be in addition to, and not in  substitution of, any other liabilities the Corporation may have to the Agent.  The indemnity will apply to all services provided by the Agent in connection  with, or otherwise related to, the Offering. |

 

Conditions Precedent:

 

The above Offering is subject, but not limited to, thefollowing:

 
|   | a)     |   | listing on the TSX Venture Exchange;                                                                                                                                                                                                                      |
|--------|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |   |                                                                                                                                                                                                                                                      |
|   | b)     |   | completion of due diligence to the satisfaction of  the Agent and its legal counsel;                                                                                                                                                                      |
|   |   |   |                                                                                                                                                                                                                                                      |
|   | c)     |   | execution of a standard form agency agreement and  Sponsorship Agreement between the Corporation and the Agent; and                                                                                                                                       |
|   |   |   |                                                                                                                                                                                                                                                      |
|   | d)     |   | approval of the terms and conditions of the Offering  by all of the appropriate regulatory authorities, as required, and in  particular, approval of the TSX Venture Exchange and other securities  regulatory authorities on or before the Closing Date. |

 

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Notwithstanding the foregoing, for greater certainty, theconditions precedent contained herein regarding the requirement to list on theTSX Venture Exchange being a condition of closing, may be waived at the solediscretion of Dominick.

 

We would ask that if the foregoing is in accordance with yourunderstanding and is agreed to by yourself, that you kindly confirm youracceptance by enclosing the duplicate copy and returning same to theundersigned as soon as possible.

 

Yours very truly,

 
| DOMINICK & DOMINICK SECURITIES INC.     |   |
|--------------------------------------------------|--------|
|                                             |   |
| /s/ P. Margolis                                  |   |   |
| P. Margolis                                      |   |
|                                             |   |
| Agreed and accepted this 30th day of June, 2004. |   |
|                                             |   |
| POLAR MOLECULAR CORPORATION                      |   |
|                                             |   |
| /s/ Mark L. Nelson                               |   |   |
| Mark L. Nelson                                   |   |

 

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Schedule “A”Form of Indemnity

 

In consideration for Dominick andDominick Securities Inc. (the “Agent”) (and any other agent in a sellingsyndicate, with the Agent and members of a selling syndicate referred tocollectively as the “Agents”) accepting the engagement (the “Engagement”)described in the letter of engagement (the “Letter of Engagement”) to whichthis Schedule “A” is attached, Polar Molecular Holding Corporation

(the “Corporation”) agrees toindemnify and save the Agent(s) and its or their respective affiliates,directors, officers, employees, partners, agents, advisors and shareholders(collectively, the “Indemnified Parties” and individually, an “IndemnifiedParty”) from and against any and all losses, claims, actions, suits,proceedings, damages, liabilities or expenses of whatsoever nature or kind(excluding loss of profits), including the aggregate amount paid in reasonablesettlement of any actions, suits, proceedings, investigations or claims and thereasonable fees, disbursements and taxes of their counsel in connection withany action, suit, proceeding, investigation or claim that may be made orthreatened against any Indemnified Party or in enforcing this indemnity(collectively, the “Claims”) to which an Indemnified Party may become subjector otherwise involved in any capacity insofar as the Claims relate to, arecaused by, result from, arise out of or are based upon, directly or indirectly,the Engagement whether performed before or after the Corporation’s execution ofthe Letter of Engagement and to reimburse each Indemnified Party forthwith,upon demand, for any legal or other expenses reasonably incurred by such Indemnified Party in connection with any Claim.

 

The Corporation also agrees that noIndemnified Party will have any liability (either direct or indirect, incontract or tort or otherwise) to the Corporation or any person assertingclaims on the Corporation’s behalf or in right for or in connection with theEngagement, except to the extent that any losses, expenses, claims, actions,damages or liabilities incurred by the Corporation are determined by a court ofcompetent jurisdiction in a final judgment that has become non-appealable tohave resulted from the gross negligence or willful misconduct of suchIndemnified Party.

 

In the event and to the extent thata court of competent jurisdiction in a final judgment that has becomenon-appealable determines that an Indemnified Party was grossly negligent orguilty of willful misconduct in connection with a Claim in respect of which theCorporation has advanced funds to the Indemnified Party pursuant to thisindemnity, such Indemnified Party will reimburse such funds to the Corporationand thereafter this indemnity will not apply to such Indemnified Party inrespect of such Claim. The Corporation agrees to waive any right theCorporation might have of first requiring the Indemnified Party to proceedagainst or enforce any other right, power, remedy or security or claim paymentfrom any other person before claiming under this indemnity.

 

In case any action, suit, proceedingor claim is brought against an Indemnified Party or an Indemnified Party hasreceived notice of the commencement of any investigation in respect of whichindemnity may be sought against the Corporation, the Indemnified Party willgive the Corporation prompt written notice of any such action, suit,proceeding, claim or investigation of which the Indemnified Party has knowledgeand the Corporation will undertake the investigation and defense thereof onbehalf of the Indemnified Party, including the prompt employment of counselacceptable to the Indemnified Parties affected and the payment of all expenses.Failure by the Indemnified Party to so notify will not relieve the Corporationof its obligation of indemnification hereunder unless (and only to the extentthat) such failure results in forfeiture by the Corporation of substantiverights or defenses.

 

No admission of liability andno settlement, compromise or termination of any action, suit, proceeding,claim, or investigation will be made without the Corporation’s consent and theconsent of the

 

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Indemnified Parties affected, such consents not to be unreasonably withheld.Notwithstanding that the Corporation will undertake the investigation anddefense of any Claim, an Indemnified Party will have the right to employseparate counsel with respect to any Claim and participate in the defensethereof, but the fees and expenses of such counsel will be at the expense ofthe Indemnified Party unless:

 

(a)           employment of such counsel has beenauthorized in writing by the Corporation;

 

(b)           the Corporation has not assumedthe defense of the action within a reasonable period of time after receivingnotice of the claim;

 

(c)           the named parties to any suchclaim include both the Corporation and the Indemnified Party and theIndemnified Party will have been advised by counsel to the Indemnified Partythat there may be a conflict of interest between the Corporation and theIndemnified Party; or from or in addition to those available to theCorporation;

 

(d)           there are one or more defensesavailable to the Indemnified Party which are different

 

in which case such fees and expenses of such counsel to theIndemnified Party will be for the Corporation’s account. The rights accorded tothe Indemnified Parties hereunder will be in addition to any rights anIndemnified Party may have at common law or otherwise.

 

If for any reason the foregoing indemnification is unavailable(other than in accordance with the terms hereof) to the Indemnified Parties (orany of them) or is insufficient to hold them harmless, the Corporation willcontribute to the amount paid or payable by the Indemnified Parties as a resultof such Claims in such proportion as is appropriate to reflect not only therelative benefits received by the Corporation or the Corporation’s shareholderson the one hand and the Indemnified Parties on the other, but also the relativefault of the parties and other equitable considerations which may be relevant.Notwithstanding the foregoing, the Corporation will in any event contribute tothe amount paid or payable by the Indemnified Parties as a result of such Claimany amount in excess of the fees actually received by the Indemnified Partieshereunder.

 

The Corporation hereby constitutes Dominick as trustee foreach of the other Indemnified Parties of the Corporation’s covenants under thisindemnity with respect to such persons and Dominick agrees to accept such trustand to hold and enforce such covenants on behalf of such persons.

 

The Corporation agrees to reimburse the Agent(s) monthly forthe time spent by the Agent(s)’ personnel in connection with any Claim at theirnormal per diem rates. The Corporation also agrees that if any action, suit,proceeding or claim is brought against, or an investigation commenced inrespect of the Corporation or the Corporation and the Agent(s) and personnel ofeither of the Agent(s) are required to testify, participate or respond inrespect of or in connection with the Engagement, such Agents) will have theright to employ its own counsel in connection therewith and the Corporationwill reimburse such Agent(s) monthly for the time spent by its personnel inconnection therewith at their normal per diem rates together with suchdisbursements and reasonable out-of-pocket expenses as may be incurred,including fees and disbursements of such Agent(s)’ counsel.

 

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