**Exhibit 10.58**

 

EIGHTHAMENDMENT TO THE

LOANEXTENSION AND RELEASE

ANDWAIVER AGREEMENT

 

ThisEighth Amendment to the Loan Extension and Release and Waiver Agreement (“Amendment’),entered into by and between Polar Molecular Corporation, a Delaware corporation(the “Company’) and Affiliated Investments LLC, a Michigan limited liabilitycompany (the “Holder”), dated as of December 22, 2004.

 

RECITALS

 

A.            The Company issued to the Holder apromissory note (the “Note”) in the principal amount of $600,000, dated as of October 25,2001. The principal balance was subsequently amended to $649,000, exclusive ofinterest, the Fifth Amendment to the Loan Extension and Release and WaiverAgreement, dated as of December 19, 2003.

 

B.            The Company and the Holder haveentered into Loan Extension and Release and Waiver Agreement, as amended by theFirst Amendment to the Loan Extension and Release and Waiver Agreementeffective as of May 31, 2012, the Second Amendment to the Loan Extensionand Release and Waiver Agreement effective as of October 1, 2002, theThird Amendment to the Loan Extension and Release and Waiver Agreementeffective as of January 31, 2003, the Fourth Amendment to the LoanExtension and Release and Waiver Agreement effective as of August 1, 2003,the Fifth Amendment to the Loan Extension and Release and Waiver Agreementeffective as of December 19, 2003, the Sixth Amendment to the LoanExtension and Release and Waiver Agreement effective as of August 23,2004, and the Seventh Amendment to the Loan Extension and Release and WaiverAgreement dated as of October 13, 2004, pursuant to which certain terms ofthe Note have been amended.

 

C.            The Company has caused to be paid tothe Holder the sum of $100,000 to be applied against the balance due on theNote and the Company has requested a further extension of time to pay thebalance due on the Note.

 

D.                                    The Company and the Holder desire to extend the maturitydate of the Note as provided herein.

 

AGREEMENT

 

Inconsideration of the mutual promises contained herein, the Holder and theCompany hereby agree as follows:

 

1.                                       Subsection (b) of Paragraph 1 of the OriginalLoan Extension is hereby amended in its entirety to read as follows:

 

“ (b) Extensionof Due Date. The final maturity date of December 26, 2001 (the “OriginalDue Date”) set forth in the Note is hereby extended and affirmed to be January 7,2005, at which time all principal and interest under the Note is due.

 

2.                                       Polar Molecular hereby agrees that, in consideration ofthe additional extension the due date of the Note provided for herein, it shallpay, in addition to all other sums due to Affiliated Investments, LLC under theNote, a Late Fee of $50,000, payable on the due date of the Note as provided inthis Eight Amendment.

 

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3.               Paragraph 2 of the Original Loan Extension is herebyamended in its entirety to read as follows:

 

“2.                                 . Terms of Repayment.On or before January 7, 2005, Polar Molecular Corporation will deliver toAffiliated Investments, L.L.C. all principal and interest due under the Note,in certified funds or by wire transfer. Polar Molecular Corporation agrees thatif all principal and interest under the Note is not received by Affiliated Investments,L.L.C on or before January 7, 2005, Affiliated Investments, L.L.C. mayimmediately pursue all remedies it has under the Note and Security Agreementbetween Polar Molecular Corporation and Affiliated Investments, L.L.C. as aresult of a default, without further demand or notice. Polar MolecularCorporation waives any demand or notice requirement under the Note and SecurityAgreement. In the event of default and without in any way limiting AffiliatedInvestments, L.L.C.’s rights under the Note and Security Agreement, PolarMolecular Corporation hereby directs any trade account debtor, and inparticular Amway Corporation, to pay to Affiliated Investments, L.L.C. any sumsowed by such trade account to Polar Molecular Corporation, pursuant toAffiliated Investments, L.L.C.’s lien on Polar Molecular Corporation’s Accountsunder the Security Agreement, until such time as the Note is repaid.  Polar Molecular Corporation also reaffirmsthe terms of the Assignment attached as Exhibit A assigning its interestin certain - Collateral to Affiliated Investments, L.L.C.  The original Assignment is duly executedeffective October 15, 2004 and is now held in escrow by Lester R. Woodwardand will continue to be held by Lester R. Woodward in escrow under the termshereof. If the Note is not paid in full on or before January 7, 2005, uponwritten notice of such default and demand from Affiliated Investments, L.L.C.,Lester R. Woodward shall promptly send the executed Assignment to AffiliatedInvestments,  L.L.C.by over night courier. If the Note is fully repaid on or before January 7,2005 as described above, and Affiliated Investments, L.L.C. has acknowledgedfull payment of the Note, Lester R. Woodward may release the Assignment toPolar Molecular Corporation. Polar Molecular Corporation further agrees that itwill not ask for any further extensions of the due date of the Note. PolarMolecular Corporation acknowledges that Affiliated Investments, L.L.C. has madeit clear that no further extensions will be granted and that AffiliatedInvestments, L.L.C. will pursue all of its rights under the Note and relateddocuments and as to its security interest in various assets of Polar MolecularCorporation if the Note is not paid in full on or before January 7, 2005.Polar Molecular Corporation agrees that it will not object to any collection actionstaken by Affiliated Investments, L.L.C. if the Note is not paid in full on orbefore January 7, 2005 and waives all defenses except the defense of fullpayment of the Note, and specifically agrees that Michigan law applies to the Noteand to submit itself to the jurisdiction of any court located in the state ofMichigan for purposes of the collection of the Note and the pursuit of anyproperty in which Affiliated Investments, L.L.C. has a security interest.  Polar Molecular Corporation further agrees torelease and discharge Affiliated Investments, L.L.C. and its officers,directors, employees, agents and attorneys from any and all claims, actions,causes of action, injuries, losses, damages, costs, demands, penalties, finesand relating to any matters of any kind, whether presently known or unknown,which it may have against Affiliated Investments, L.L.C. or any of itsofficers, directors, employees, agents, and attorneys.

 

3.          No Other Chances. Except as explicitly amended by this Amendment, all of the terms and conditionsof the Original Loan Extension shall remain in full force and effect.

 
| COMPANY:                     | ESCROW  AGENT:      |                    |
|------------------------------|---------------------|-------------------------|
| POLAR  MOLECULAR CORPORATION |                |                    |
|                         |                |                    |
| /s/  Mark L. Nelson          |                | /s/  Lester R. Woodward |   |
| Mark L  Nelson President and | Lester  R. Woodward |                    |
| Chief  Executive Officer     | Escrow Agent        |                    |
|                              |                     |                         |  |  |

 

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| HOLDER:                         |
|---------------------------------|
|                            |
| AFFILIATED  INVESTMENTS, L.L.C. |
|                            | /s/  Bruce L. Becker |   |
|                            | Bruce L. Becker |
|                            | President |

 

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Exhibit A

ASSIGNMENT

 

Pursuantto Sixth Amendment to the Loan Extension and Release and Waiver Agreement,effective August 23, 2004, and for good and valuable consideration, PolarMolecular Corporation, a Delaware corporation having a place of business at4600 South Ulster Street, Suite 940, Denver, Colorado 80237 (“ASSIGNOR”),does hereby assign, sell and set over to Affiliated Investments, LLC, aMichigan limited liability company organized and existing under the laws of theState of Michigan and having a place of business at 2750 Auburn Court, AuburnHills, Michigan, 48326 (“ASSIGNEE”), its successors, assigns or other legalrepresentatives, the entire right, title and interest, domestic and foreign, inand to the inventions and discoveries in the following intellectual propertyassets identified by type, country and relevant number:

 
| **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      |       | f   P19106137 |       |
| Patent  Application |       | Canada      |       | 2,077,666                    |       |
| Patent  Application |       | EPC         |       | 0518966                      |       |
| 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                      |       |
| Trade ark           |       | Canada      |       | 330,690                      |       |
| Trademark           |       | France      |       | 1,355,576                    |       |
| Traderiiark         |       | 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                       |       |
|                |       | Venezuela   |       | 135012                       |       |

 

includingthe good 11 associated with each of the trademarks, the right of ASSIGNEE, itssuccessors, assigns or other legal representatives to make applications and toreceive Letters Patents for the inventions and discoveries in any and allforeign countries in its or their own name or names, or in our names, at its ortheir election, and the ASSIGNOR hereby assigns, sells and sets over toASSIGNEE, its successors, assigns or other legal representatives, all rights ofpriority in and to the trademarks, the

 

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inventionsand discoveries in all countries, together with all claims for damages byreason of past infringement of the above-identified trademarks and LettersPatents and with the right to sue for and collect same.

 

AndASSIGNOR hereby agrees for itself, its successors, assigns or other legalrepresentatives execute all papers, including applications for Letters Patentsof any and all kinds and in any and all countries and to perform any and allacts which ASSIGNEE, its successors, assigns or other legal representatives maydeem necessary to secure thereto the rig its herein assigned, sold and setover.

 

AndASSIGNOR hereby represents and warrants that it has not granted any rights inconsistentwith the rights granted herein. This assignment is deemed effective October 15,2004.

 

 
| /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 |   |
|                                   |        |        |  |

 

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