**Exhibit 10.62**

 

**POLAR MOLECULAR HOLDINGS CORPORATION**

**CODE OF ETHICS**

**FOR PRINCIPAL EXECUTIVE AND FINANCIALOFFICERS**

 

ThisCode of Ethics applies to the chief executive officer, chief financial officerand principal accounting officer (the “Executive and Financial Officers”) ofPolar Molecular Holdings Corporation. These officers hold important and elevated roles in corporategovernance.  As the senior officers inthe corporate leadership group, the Executive and Financial Officers are vestedwith both the responsibility and authority to protect, balance and preserve theinterest of all of the Company’s stakeholders, including shareholders, clients,employees, suppliers and citizens of the community in which business isconducted.  The Executive and Financial Officersfulfill this responsibility by adhering to high standards of ethical conductsin all of their business activities for the Company that may be emulated by allemployees and representatives of the Company. These Officers are also responsible for prescribing and enforcingpolicies and procedures to assure that such standards are followed in theoperation of the Company’s financial organization.

 

TheExecutive and Financial Officers shall therefore adhere to and advocate thefollowing principles and responsibilities to establish the expectedprofessional and ethical conduct.

 

1.                                       Actwith honesty and integrity, avoiding actual or apparent conflicts of interestbetween personal and professional relationships whenever possible, and handlingsuch conflicts openly and fairly on behalf of the Company.

 

2.                                       Provideall interested parties with information that is accurate, complete, objective,relevant, timely and understandable, including in reports filed with theSecurities and Exchange Commission and in public disclosures.

 

3.                                       Actin good faith, responsibly, with due care, competence and diligence, withoutmisrepresenting material facts or allowing the officer’s independent judgmentto be subordinated.

 

4.                                       Complywith laws, rules and regulations of federal, state and local governmentsand other appropriate, private and public regulatory agencies, and promoteawareness of and compliance with all such requirements by all members of thefinance organization of the Company.

 

5.                                       Provideprocesses for members of the finance organization to inform senior managementor the board of directors of deviations in practice from policies andprocedures governing honest and ethical behavior, and personally report anydeviations of which he becomes aware.

 

6.                                       Respectthe confidentiality of information acquired in the course of his work andprevent use of such confidential information for personal advantage.

 

7.                                       Achieveresponsible use of and control over all assets and resources employed by orentrusted to such officer.

 

8.                                       Proactivelypromote ethical behavior as a responsible partner among peers at the Companyand in the community.

 

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