**Exhibit 10.56**

 

SIXTH AMENDMENT TO THELOAN EXTENSION AND RELEASEAND WAIVER AGREEMENT

 

This SixthAmendment to the Loan Extension an Release and Waiver Agreement (“Amendment”),entered into by and between Polar Molecular Corporation, a Delaware corporation(the “Company”) and Affiliated Investments, L.L.C., a Michigan limitedliability company (the “Holder”), dated as of August 23,2004.

 

RECITALS

 

A.            The Company issued to the Holder a promissory note (the “Note’)in the principal amount of $600,000, dated as of October 25, 2001. Theprincipal balance was subsequently amended to $649,000, exclusive of interest,in the Fifth Amendment to the Loan Extension and Release and Waiver Agreement,dated as of December 19, 2003.

 

B.            The Company and the Holder have entered into a LoanExtension and Release and Waiver Agreement, as amended by the Fist Amendment tothe Loan Extension and Release aril Waiver Agreement effective as of May 31,2002, the Second Amendment to the Loan Extension and Release and WaiverAgreement effective as of October 1, 2002, the Third Amendment to the LoanExtension and Release and Waiver Agreement effective as of January 31,2003, the Fourth Amendment to the Loan Extension and Release and WaiverAgreement effective as of August 1, 2003, the Fifth Amendment to the LoanExtension and Release and Waiver Agreement effective as of December 19,2003, pursuant to which certain terms of the Note have been amended.

 

C.                              The Company and the Holderdesire to extend the maturity date of the Note as provided herein.

 

AGREEMENT

 

In consideration of themutual promises contained herein, the Holder and the Company hereby agree asfollows:

 

I.                                  Subsection (b) ofParagraph 1 of the Original Loan Extension is hereby amended in its entirety toroad as follows:

 

“(b) ExtensionofDueDate.The final maturity data of December 26, 2001 (the “Original Due Date”) setfort in the Note is hereby extended and affirmed to be, October 15, 2004,at which time all principal and interest under the Note is due.”

 

2.                             Paragraph 2 of the OriginalLoan Extension is hereby amended in its entirety to read as follows:

 

“2. Terms of Repayment. On or before October 15,2004, Polar Molecular Corporation will deliver to Affiliated Investments,L.L.C. all principal and interest due under the Note, in certified funds or bywire transfer. Polar Molecular Corporation agrees that if all principal andinterest under the Note is not received by Affiliatedinvestments, L.L.C. on or before October 15, 2004, Affiliated Investments,I.L.C. may immediately pursue all remedies it has under the Note

 

----

 

and the Security Agreementbetween Affiliated Investments, L.L.C. as a result of a default, without furtherdemand or notice. Polar Molecular Corporation waives any demand or noticerequirement under the Note and Security Agreement. In the event of default andwithout in any way limiting Affiliated Investments, L.L.C.’s rights under theNote and Security Agreement Polar Molecular Corporation hereby directs anytrade account debtor, and in particular Amway Corporation, to pay to AffiliatedInvestments, L.L.C. any sums owed by such trade account to Polar MolecularCorporation, pursuant to Affiliated Investments, L.L.C.’s lien on PolarMolecular Corporation’s Accounts under the Security Agreement, until such timeas the Note is repaid. Polar Molecular Corporation also agrees to the terns of,and shall immediately execute, the attached Assignment assigning its interestin certain Collateral to Affiliated Investments„ L.L. C., effective October 1S,2004, in the case that Note is not fully paid on October 15, 2004. Theexecuted Assignment will be held in escrow by Lester R. Woodward and deliver toAffiliated Investments, L.L.C. on its demand after October 15, 2004. Ifthe Note is fully repaid on or before that date as described above, andAffiliated Investments, L.L.C. acknowledges full payment, Lester R. Woodwardmay release the Assignment to Polar Molecular Corporation.”

 

3.                                     No Other Changes. Except as explicitly amendedby dais Amendment, all of the terms and conditions of the Original LoanExtension shall remain in full force and effect.

 
| COMPANY:                        |
|---------------------------------|
|                            |
| POLAR  MOLECULAR CORPORATION    |
|                            | /s/ Mark  L. Nelson |   |
|                            | Mark L.  Nelson |
|                            | President  and Chief Executive Officer |
|                            |
| HOLDER:                         |
|                            |
| AFFILIATED  INVESTMENTS, L.L.C. |
|                            | /s/ Bruce  L. Becker |   |
|                            | Bruce L. Becker |
|                            | President |

 

----

 

ASSIGNMENT

 

Pursuant to Sixth Amendmentto the Loan Extension and Release and Waiver Agreement, effective August 23,2004, and for good and valuable consideration, Polar Molecular Corporation, aDelaware corporation having a place of business at 4600 South Ulster Street, Suite 940,Denver, Colorado 80237 (“ASSIGNOR”), does hereby assign, sell and set over toAffiliated Investments, LLC, a Michigan limited liability company organized andexisting under the laws of the State of Michigan and having a place of businessat 2750 Auburn Court, Auburn Hills, Michigan, 48326 (“ASSIGNEE”), itssuccessors, assigns or other legal representatives, the entire right, title andinterest, domestic and foreign, in and to the inventions and discoveries in thefollowing intellectual property assets identified by type, country and relevantnumber:

 
| **ASSET TYPE**     | ** ** | **COUNTRY** | ** ** | **NUMBER**    | ** ** |
|--------------------|------------|-------------|------------|---------------|------------|
| Patent             |       | US          |       | 4,753,661     |       |
| Patent             |       | US          |       | 4,846,847     |       |
| Patent             |       | US          |       | 6,488,723     |       |
| Patent             |       | Australia   |       | 660,608       |       |
| Patent Application |       | Brazil      |       | P19106137     |       |
| Patent Application |       | Canada      |       | 2,077,666     |       |
| Patent Application |       | EPC         |       | 0 518 966     |       |
| Patent             |       | Japan       |       | 2966927       |       |
| Patent             |       | South Korea |       | 151409        |       |
| Patent             |       | Canada      |       | 1,262,855     |       |
| Patent             |       | UK          |       | 2,174,984     |       |
| Patent             |       | Israel      |       | 78742         |       |
| Patent             |       | France      |       | 2,581,5633    |       |
| Patent             |       | Venezuela   |       | 1,190,290     |       |
| Trademark          |       | US          |       | 1,966,891     |       |
| Trademark          |       | US          |       | 1,966,886     |       |
| Trademark          |       | US          |       | 1,972,823     |       |
| Trademark Appl.    |       | Indonesia   |       | HC.01-01-1090 |       |
| Trademark Appl.    |       | Mexico      |       | 250,071       |       |
| Trademark          |       | Canada      |       | 330,690       |       |
| Trademark          |       | France      |       | 1,355,576     |       |
| Trademark          |       | UK          |       | 1,266,770     |       |
| Trademark          |       | UK          |       | 1,300,476     |       |
| Trademark          |       | Italy       |       | 475,056       |       |
| Trademark          |       | Italy       |       | 600,326       |       |
| Trademark          |       | Japan       |       | 2,032,111     |       |
| Trademark          |       | Germany     |       | 1,131,163     |       |
| Trademark          |       | Peru        |       | 043153        |       |
| Trademark          |       | Venezuela   |       | 135012        |       |

 

----

 

including the goodwill associated with each of thetrademarks, the right of ASSIGNEE, its successors, assigns or other legalrepresentatives to make applications and to receive Letters Patents for theinventions and discoveries in any and all foreign countries in its or their ownname or names, or in our names, at its or their election, and ASSIGNOR herebyassigns, sells and sets over to ASSIGNEE, its successors, assigns or otherlegal representatives, all rights of priority in and to the trademarks, theinventions and discoveries in all countries, together with all claims fordamages by reason of past infringement of the above-identified trademarks andLetters Patents and with the right to sue for and collect same.

 

And ASSIGNOR hereby agrees for itself,its successors, assigns or other legal representatives to execute all papers,including applications for Letters Patent of any and all kinds and in any andall countries and to perform any and all acts which ASSIGNEE, its successors,assigns or other legal representatives may deem necessary to secure thereto therights herein assigned, sold and set over.

 

And ASSIGNOR hereby represents and warrants that it hasnot granted any rights inconsistent with the rights granted herein. ThisAssignment is deemed effective October 15, 2004.

 
| Polar Molecular Corporation |
|-----------------------------|
|                        |
| /s/ Mark L. Nelson          |   |
| Mark L. Nelson              |
| Chief Executive Officer     |
| Date: 8/24/04               |
|                        |
| Witness                     |
|                        |
| /s/ Rodney Johnson          |   |
| Rodney Johnson              |
| Date:  8/24/04         |
|                        |   |
|                        | Notary Seal: |   |
|                        | DAVID NIELSON |
|                        | NOTARY PUBLIC |
|                        | STATE OF COLORADO |
|                        | My Commission Expires 12/11/2007 |
|                             |  |  |  |

 

----