**Exhibit 10.53**

 

April 1, 2004

 

 

Daryl Yurek

BolderVenture Partners, LLC

4085Guadeloupe Street Boulder, CO 80301

 

W. Terrance Schreier

Transition Partners Ltd.

1942 Broadway, Suite 303

Boulder, CO 80302

 

Re:                               Debt Restructuring

 

Dear Daryl and Terry:

 

This letter confirms that PolarMolecular Corporation (“Polar” or the “Company”) wishes to engage your twofirms to seek a restructuring of certain of the past due indebtedness of theCompany. As you know, we have identified a number of creditors of the former MurdockCommunications Corporation to whom the Company has or may have obligationsincurred prior to the transaction by which Polar was merged with Murdock andbecame its successor. The Company wishes to discharge this indebtedness inorder to improve its financial condition as reflected on its balance sheet. TheCompany hopes that this can be accomplished by issuing shares of its CommonStock, valued at its then current market value as may be reasonably agreed, inlieu of paying cash for certain of the indebtedness or by obtaining anagreement with the creditor to compromise the indebtedness by prompt payment incash. The Company proposes to compensate you for your successful negotiation ofsuch restructuring arrangements by the payment to you of a portion of thesavings that the Company realizes from discharging the indebtedness at lessthan its face amount. The terms of this arrangement shall be *as*follows:

 

1. The Company will furnish to you alist of the creditors whose claims it wishes to discharge, settle orrestructure, showing the amounts of the indebtedness actually due, to theCompany’s best knowledge. Such list will also contain such information as theCompany presently has as to how the creditor may best be contacted.

 

2. You will contact these creditorsand obtain such offers of settlement of their claims as you considerappropriate. It would be desirable when possible, to obtain offers in thealternative, i.e. a cash settlement or a payment in stock at the current marketvalue. You will immediately communicate all offers to the Company. The Companyshall have complete discretion as to whether to accept an offer and, where morethan one offer is obtained, which offer to accept.

 

3. As compensation for your successful negotiation of suchsettlements, the Company will pay you one-half of the difference between theamount of the indebtedness that has been discharged, as reflected on the schedule thatthe Company provides to you, and the value actually paid to the creditor toobtain such settlement, whether paid in cash or in stock. Your compensationwill be paid to you in shares of the Company’s Common Stock. When shares ofstock are issued to you as compensation for your services, the Company’s CommonStock shall be valued at $.l0 per share, the price at which shares arepresently being sold in the Company’s private placement.

 

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4.                                     Payment of the compensationto you shall be made in such manner as the two of you jointly instruct theCompany.

 

The provisions of this agreement shall apply to offersreceived from creditors no later than                       ,2004, which are accepted by the Company, on the terms of the original offer or,otherwise, as may be negotiated.

 

If the foregoing correctly sets forth our agreement withrespect to your assistance to the Company and the debt restructuring activitiesdescribed above, please sign and return the letter to me.

 
|                        | Very truly yours,      |
|-----------------------------|------------------------|
|                        | /s/ Mark Nelson        |   |
|                        | Mark Nelson, President |
|                        |                   |
| **ACCEPTED:**               | ** **             |
|                        |                   |
|                        |                   |
| BOLDER VENTURE PARTNERS LLC |                   |
| /s/ Daryl Yurek             |                   |   |
| Daryl Yurek                 |                   |
|                        |                   |
|                        |                   |
| TRANSITION PARTNERS         |                   |
| /s/ W. Terrence Schreier    |                   |   |
| W. Terrence Schreier        |                   |

 

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