**Exhibit 10.57**

 

SEVENTH AMENDMENT TO THELOAN EXTENSION AND RELEASEAND WAIVER AGREEMENT

 

ThisSeventh 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, L.LC., a Michigan limited liabilitycompany (the “Holder”), dated as of October 13 , 2004.

 

RECITALS

 

A.            TheCompany issued to the Holder a promissory note (the “Note”) in the principalamount of $600,000, dated as of October 25, 2001. The principal balancewas subsequently amended to S649,000, exclusive ofinterest, in the Fifth Amendment to the Loan Extension and Release and WaiverAgreement, dated as of December 19, 2003.

 

B.            TheCompany and the Holder have entered into a Loan Extension and Release andWaiver Agreement, as amended by the First Amendment to the Loan Extension andRelease and Waiver Agreement effective as of May 31, 2002, the SecondAmendment to the Loan Extension and Release and Waiver Agreement effective asof October 1, 2002, the Third Amendment to the Loan Extension and Releaseand Waiver Agreement affective as of January 31, 2003, the FourthAmendment to the Loan Extension and Release and Waiver Agreement effective asof August 1, 2003, the Fifth Amendment to the Loan Extension and Releaseand Waiver Agreement effective as of December 19, 2003, and the SixthAmendment to the Loan Extension and Release and Waiver Agreement effective asof August 23, 2004, pursuant to which certain terms of the Note have beenamended.

 

C.                                The Company and the Holder desire to extend thematurity date of the Note as provided herein.

 

AGREEMENT

 

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

 

l.                                   Subsection (b) of Paragraph i of the OriginalLoan Extension is hereby amended in its entirety toread as follows:

 

“(b) Extension of Due Date. The final maturitydate of December 26, 2001 (the “Original Due Date’) set forth in the Noteis hereby extended and affirmed to be, November 30, 2004, at which timeall principal and interest under the Note is due.”

 

2.     Paragraph 2 of the Original Loan Extension is hereby amended in itsentirety to read as follows:

 

“2. Terms of Repayment. On or before November 30, 2004, Polar MolecularCorporation will deliver to Affiliated Investments, L.L.C. all principal andinterest due

 

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under the Note, in certified funds or by wire transfer.Polar Molecular Corporation agrees that if all principal and interest under theNote is not received by Affiliated Investments, L.L.C. on or before November 30,2004, Affiliated Investments, L.L.C. may immediately pursue all remedies it hasunder the Note and the Security Agreement between Polar Molecular Corporationand 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 Polar:Molecular Corporation’s Accounts under the Security Agreement, until such timeas the Note is repaid. Polar Molecular Corporation also reaffirms the terms ofthe Assignment attached as Exhibit A assigning its interest in certainCollateral to Affiliated Investments, L.L.C. The original Assignment is dulyexecuted effective October 15, 2004 and is now held in escrow by Lester R.Woodward and will continue to be held by Lester R. Woodward in escrow under theterms hereof If the Note is not paid in full on or before November 30,2004, upon written notice of such default and demand from AffiliatedInvestments LLC, Lester R. Woodward shall promptly send the executed Assignmentto Affiliated Investments, L.L.C. by over night courier. If the Note is fullyrepaid on or before November 30, 2004 as described above, and AffiliatedInvestments, L.L.C. has acknowledged full payment of the Note, Lester R. Woodwardmay release the Assignment to Polar Molecular Corporation. Polar MolecularCorporation further agrees that it will not ask for any further extensions ofthe due date of the Note. Polar Molecular Corporation acknowledges thatAffiliated Investments, L.L.C. has made it clear that no further extensionswill be granted and that Affiliated Investments, L.L.C. will pursue all of itsrights under the Note and related documents and as to its security interest invarious assets of Polar Molecular Corporation if the Note is not paid in fullon or before November 30, 2004. Polar Molecular Corporation agrees that itwill not object to any collection actions taken by Affiliated Investments,L.L.C. if the Note is not paid in full on or before November 30, 2004 andwaives all defenses except the defense of full payment of the Note, andspecifically agrees that Michigan law applies to the Note and to submit itselfto the jurisdiction of any court located in the state of Michigan for purposesof the collection of the Note and the pursuit of any property in whichAffiliated Investments, L.L.C. has a security interest. Polar MolecularCorporation further agrees to release and discharge Affiliated investments,L.L.C. and its officers, directors, employees, agents, and attorneys from anyand all claims, actions, causes of action, injuries, losses, damages, costs,demands, penalties, fines and relating to any matters of any kind, whetherpresently known or unknown, which it may have against Affiliated Investments,L.L.C., or any of its officers, directors, employees, agents, and attorneys.

 

3.                                  NoOtherChanges. Except as explicitly amended by this Amendment, all of theterms and conditions of the Original Loan Extension shall remain in full forceand effect.

 

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| 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                   |                    |
|                         |                            |                    |
|                         |                            |                    |
|                         | HOLDER:                         |                    |
|                         | AFFILIATED  INVESTMENTS, L.L.C. |                    |
|                         |                            |                    |
|                         | By:                             |                    |   |
|                         | Name:                           |                    |   |
|                         | Title:                          |                    |
|                              |                                 |                         |  |  |  |  |  |  |

 

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