OMNIOFFICES(R) Agreement for Office Space This Agreement made January 15, 1997 by and between OMNIOFFICES/Denver Tech, Inc. ("Lessor") having offices at Suite 700 in that certain building located at 4600 South Ulster Street, Denver, CO 80237 (the...

                           OMNIOFFICES(R)
                    Agreement for Office Space

This Agreement made January 15, 1997 by and between OMNIOFFICES/Denver Tech,
Inc. ("Lessor") having offices at Suite 700 in that certain building located
at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxx, XX 00000 (the "Building") and Polar
Molecular Corporation ("Lessee") a Corporation (corporation, partnership,
individual) whose address is 0000 Xxxxx Xxxxx Xxxxxx, Xxxxxx, XX 00000. The
parties for themselves, their heirs, legal representatives, successors and
assigns, agree as follows:

     1. Demise and Description of Property. Lessor leases to Lessee, and
Lessee leases from lessor, the space hereinafter referred to as the "Premises,"
being a part of the Lessor's larger space, hereinafter referred to as the
"Facility," the Building, for the term, and subject to the conditions and
covenants hereinafter set forth, and all encumbrances, restrictions, zoning
laws and governmental or other regulations or statutes affecting the Building,
the Facility, or Premises and being more particularly described as follows:

     The Premises being office space number(s) *772* *737* *771*, having a
     maximum occupancy capacity of 3 person(s). Lessor hereby grants Lessee
     the privilege to use in common with other lessee and parties that Lessor
     may designate, certain office amenities located in the Facility, The
     Amenities are more particularly described in attached Schedule "A."

     2. Use. (a) The Premises shall be used by Lessee for business
development and research and such other use as is normally incident thereto
and for no other purpose, in accordance with the rules and regulations
attached and those which may be promulgated for the mutual benefit of Lessor
and its similarly situated lessees. Additionally, Lessee shall not offer at
the Premises any of the services which Lessor provides to its other lessees,
including, but not limited to, those amenities or services describe in
Schedules "A" and "B" attached. In the event Lessee breaches any provision of
this paragraph, Lessee shall be in default hereunder and Lessor shall be
entitled to exercise any rights or remedies under Section 9 below, and in
addition to such rights or remedies, Lessee shall pay Lessor the sum of
$300.00 per week as liquidated damages for each such breach so long as such
breach continue.

     (b) Lessee will not make or permit to be made any use of the Premises
which would violate any of the terms of this Agreement or which directly or
indirectly is forbidden by public law, ordinance or government regulation or
which may be dangerous to life, limb, or property, or which may invalidate or
increase the premium of any policy of insurance carried on the Building or on
Lessor's Facility, or which will suffer or permit the Premises to be used in
any manner or anything to be brought into (or kept there) which, in the
judgment of Lessor, shall in any way impair or interfere with or tend to
impair or interfere with any of the services performed by the Lessor for the
Lessee or for others.

     3. Term. The Term of this Agreement shall be for a period of Twelve (12)
months commencing on January 15, 1997, and ending on January 14, 1998, unless
renewed as provided below.

     4. Rent. For and during the term of this Agreement, Lessee shall pay
Lessor as rent for the Premises a total annual rental of Forty Thousand One
Hundred Forty Dollars and no/100 ($40,140.00), payable in equal monthly
installments of $3,345.00 each in advance on the first day of each calendar
month after the commencement of the term, or a prorated amount for any
partial calendar month during the term. The first such payment of rental as
well as the payment of the Deposit as set forth in Section 5 and prepayment
of Schedule B costs as set forth and defined in Section 6 shall be paid by
Lessee simultaneously with execution of this Agreement.

     The rental payable during the term of this Agreement and as increased
pursuant to this Section shall be increased on the first day of the month
following notification of a rental increase (however designated), including
without limitations increases in direct expenses to Lessor by the Building
pursuant to the main lease in effect between the Building and Lessor, or of
an increase in utility charges by the appropriate utility company(s), if
billed to Lessor separately, by the same percentage as the percentage
increase in Lessor's rental under the main lease or in Lessor's utility
charges. The term "direct expenses" as used herein shall refer to the same
items and costs as are used by the Building in its determination of expenses
and costs passed on to Lessor. The statement of the Building as to the amount
of such direct expenses, if accepted by Lessor, shall be binding upon both
Lessor and Lessee.

     In the event Lessor receives notice from the Building of any increase,
the effective date of which is prior to the date of notification, Lessor
shall immediately notify Lessee in Writing of such retroactive increase, and
shall xxxx Lessee for its pro rata share thereof; which xxxx Lessee shall pay
upon such notification. This Provision shall not, however, limit the
obligation of Lessee to pay on a monthly basis any increase in future rents
caused by the increase in rents charged Lessor under the main lease

     Upon the ending date set forth herein, or any extension thereof, the
Agreement shall be extended for the same period of time as the initial term
and, upon the same terms and conditions as contained herein, unless either
party notifies the other in writing by certified or registered mail, return
receipt requested, that the Agreement will not be extended within the period
hereinafter specified. If Lessee has less than three offices, such notice
must be given at least sixty (60) days prior to the expiration date of this
Agreement. If Lessee has three or more offices, such notice must be given at
least ninety (90) days prior to the expiration date of this Agreement.

     If Lessor for any reason cannot deliver possessions of the Premises to
the Lessee at the commencement of the term, this Agreement Shall not be void
or Voidable nor shall Lessor be liable to the tenant for any loss or damage
resulting therefrom, but there shall be an abatement of rent for the period
between the stated term commencement and the time when Lessor does deliver
possession.

     5. Receipt of Deposit. Lessee as of its execution of this Agreement
deposited with Lessor the sum of $3,345.00 ("Deposit") the receipt of which
is acknowledged by Lessor, as security for the full performance by Lessee of
the aforementioned terms, conditions and covenants of this Agreement to be
performed and kept, as well as for the cost of any repair or collection of
damage in excess of normal wear and tear. If Lessee defaults with respect to
the performance of any of the terms of this Agreement, Lessor may use or
apply all or any part of the Deposit to cure such default and Lessee shall
promptly upon notice reimburse Lessor for any portion of the Deposit that
Lessor shall from time to time so apply. The Deposit or any balance thereof
shall be returned within sixty (60) days after Lessee has vacated and left
the Premises in an acceptable condition (following a personal inspection by
Lessor), surrendered all keys, and paid all rental and other charges
hereunder. If Lessor determines that there is any loss, damage or injury
chargeable to Lessee hereunder, Lessor, at its option, may retain said
Deposit or may apply the sum against any actual loss, damage or injury and
the balance thereof will be the responsibility of Lessee. It is further
understood that the Deposit is not to be considered nor used as the last
rental payment under this Agreement.

     6. Prepayment of Schedule B Services. In addition to the rental amount
set forth in Section 4 and the Deposit set forth in Section 5 of this
Agreement, Lessee shall upon its execution of this Agreement pay to Lessor
the sum of $3,345.00 which amount represents an Expense Deposit to be applied
against the cost of supplying Lessee with the Schedule B services, pursuant
to the procedure set forth in Section 7 of this Agreement. In addition,
Lessee agrees that Deposit to cure any default by Lessee hereunder. Any
remaining balance of the Expense Deposit after the end of the term of this
Agreement shall be returned to Lessee in the same manner and within the same
period as the Deposit.

     7. Services. Provided Lessee is not in default hereunder, Lessor shall
make available certain amenities to Lessee as more particularly described in
Schedule "A." Such services shall be offered to Lessee in conjunction with
services to other lessees of Lessor and there shall be no charge for same.

     In addition, provided Lessee is not in default hereunder and provided
the cost thereof does not exceed the Expense Deposit, Lessor shall make
available to Lessee certain other services as more fully described in
attached Schedule "B" ("Schedule B Services"). Schedule B Services shall be
billed monthly and payment for such services shall be due on or before the
10th day of each month. Lessee's Expense Deposit shall be applied against the
cost of supplying Lessee with Schedule B Services or applied as otherwise
permitted under Section 6, and Lessee during the term shall promptly upon
application of any amount of the Expense Deposit toward Schedule B Services
or toward amounts otherwise due pay Lessor the amount necessary to restore
the Expense Deposit to the amount set forth in Section6. In the event that
Lessee fails to make payment for Schedule B Services, Lessor shall, in
addition to the remedies available to Lessor pursuant to Section (, be
entitled to apply the Expense Deposit toward the cost of such services and
shall in addition be entitled to suspend amenities or services pursuant to
either Schedule "A" or Schedule "B" until such time as the Expense Deposit is
restored in full and Lessee has paid all sums due for such services. Schedule
B Services shall be performed at a rate which is then prevailing throughout
the Facility and said rate is subject to adjustment by Lessor upon thirty
(30) days written notice to Lessee. Lessee specifically acknowledges that the
type of telephone service and the number of lines available for the Lessee's
use is subject to reasonable limitations established from time to time by
Lessor, and that such service is subject to termination without notice in the
event of a default by Lessee hereunder.

     8. Surrender. Lessee agrees to and shall, on expiration or sooner
termination to this Agreement or of any extended term, promptly surrender and
deliver the Premises to Lessor, without demand, and in good condition,
ordinary ear and tear excepted. Lessor shall have the right to show Lessee's
office(s) during the sixty (60) day period after notice to vacate is
received. Without prior written approval of Lessor, Lessee shall not remove
any of its property from the Premises upon termination of this Agreement, or
at any other time, except during Lessor's normal business hours. In the event
Lessor consents to Lessee's removing property before or after normal business
hours, any expenses incurred by Lessor as a result, including but not limited
to expenses for personnel, security, utilities, and the like, shall be paid
by Lessee.

     In the event that Lessee fails to surrender the Premises as provided,
Lessee agrees to pay Lessor, as liquidated damages, a sum equal to twice the
monthly rent and additional charges for services provided to be paid by
Lessee to Lessor for all the time Lessee shall so retain possession of the
Premises or any part thereof; provided, however, that the exercise of
Lessor's rights under this clause shall not be interpreted as a grant of
permission to Lessee to continue in possession.

     9. Defaults and Remedies. (a) Lessee shall not allow the rent or any
other payments required to be in arrears more than five (5) days after
written notice of such delinquency, or abandon or vacate the Premises or
cease to operate for business therein or remain in default under any other
covenant or condition of this Agreement for a period on ten (10) days after
written notice. In the event of any such breach, Lessor may re-enter and take
possession to the said Premises and remove all persons and property
therefrom, as well as disconnect any telephone lines installed for the
benefit of Lessee, without being deemed to have committed any manner of
trespass or breach of this Agreement, and in addition, Lessor may also elect
concurrently or alternately to accelerate all of Lessee's obligations
hereunder if permitted under law of the applicable jurisdiction, including
without limitation the rental, direct expenses, and Schedule B Costs, and/or
re-let the Premises or any part thereof, for all or any part of the remainder
of said term, to a party satisfactory to Lessor, at a monthly rental as
Lessor may, with reasonable diligence, be able to secure. Should Lessor be
unable to re-let after reasonable effort to do so, or should each monthly
rental be less than the rental Lessee was obligated to pay under this
Agreement, or any renewal thereof, plus the expenses of re-letting, Lessee
shall pay the amount of such deficiency immediately in one lump sum (if
allowable under law) to Lessor upon demand.

     (b) It is expressly agreed that in the event of default by Lessee,
Lessor shall have a lien upon all goods, chattels or personal property of any
description belonging to Lessee which are placed in, or become part of the
Premises, as security for rent due and to become due for the remainder of the
current term, which lien shall not be in lieu of or in any way affect any
statutory Lessor's lien given by law, which shall be cumulative. Lessee
hereby grants Lessor a security interest in all such personal property placed
in the Premises for such purposes. This shall not prevent the sale by Lessee
of any merchandise in the ordinary course of business free of such lien to
Lessor.

     (c) In the event Lessor exercises the option to terminate the Agreement,
and to re-enter and re-let the Premises as provided in this Section, Lessor
may take possession of all of Lessee's property on the Premises and sell the
same at public or private sale after giving Lessee written notice of the time
and place of any public sale or of the time and place after which any private
sale is to be made, for such prices and terms as Lessor deems best. The
proceeds of such sales shall be applied first to necessary and proper
expenses of removing, storing and selling such property and then to the
payment of any rent or monies due or to become due under this Agreement, with
the balance if any to be paid to Lessee. All rights and remedies of Lessor
under this Agreement shall be cumulative and none shall exclude any other
right or remedy of law. Lessor is expressly given the right to assign any or
all of its interests under the terms of this Agreement.

     (d) In the event any sums owed by Lessee hereunder are collected by law
or through an attorney at law, Lessee agrees to pay all expense of
collection, including maximum amounts allowable by law due as reasonable
attorney's fees.

     10. Notices. Any notice under this Agreement must be in writing and must
be sent by certified mail, return receipt requested, or by an expedited mail
service that provided proof of delivery, to the last address of the party to
whom notice is to be given, as designated by such party in writing. Notices
to Lessor must be simultaneously sent to each of the following addresses:

     OMNIOFFICES/Denver Tech, Inc. (Lessor's Name)
     c/o OMNIOFFICES Management Co., Inc.
     Fifth Floor-East
     0000 Xxxxxxxxx Xxxxxx Xxxx
     Xxxxxxx, Xxxxxxx 00000

and

     SAME AS ABOVE

or such other address as Lessor shall designate to Lessee in writing. The
Lessee hereby designates its address (which address must be an address within
the United States, otherwise notice shall be deemed given three (3) days
after deposited with the mail service, regardless of whether or not received)
as:

     Polar Molecular Corporation
     0000 Xxxxx Xxxxx Xxxxxx
     Xxxxxx, XX 00000

     Such notices shall be deemed to be duly given only if mailed by
certified mail, return receipt requested, in a postage-paid envelope,
addressed to the other party at the addresses given above, and in the case of
notices from Lessee to Lessor, only if the address of the Premises is stated
in the notice. If such mail is properly addressed and mailed as above, it
shall be deemed notice for all purposes, even if undelivered.

     11. Assumption Agreements and Covenants. The parties acknowledge and
agree that this Agreement is subject and subordinate to the main Building
lease governing the Facility under which Lessor is bound as tenant, and the
provisions of the main lease, other than as to the payment of rent or other
monies, are incorporated into this Agreement as if completely rewritten
herein. Lessee shall comply with and shall be bound by all provisions of the
main lease except that the payment of rent shall be governed by the
provisions of Section 4, and Lessee shall indemnify and hold Lessor harmless
from and against any claim or liability under the main lease of Lessor
arising from Lessee's breach of the Main Lease or this Agreement. Lessor
covenants and warrants that the use of the Premises as a business office is
consistent with and does not violate the terms of the main lease.

     12. Furniture and Fixtures. Lessor agrees, at its own cost and expense,
to furnish and to install furniture, fixtures and equipment that are in the
Lessor's sole opinion necessary to provide suitable office facilities for the
Lessee upon such terms and conditions routinely applicable to the facility,
provided that such furniture, fixtures and equipment shall remain Lessor's
property.

     13. Assignment and Subletting. No assignment or subletting of the
Premises, this Agreement or any part thereof shall be made by Lessee without
Lessor's prior written consent. Neither all nor any part of the Lessee's
interest in the Premises or this Agreement may be encumbered, assigned, or
transferred in whole or in part either by the act of the Lessee or by
operation of law.

     14. Subletting to Other Lessee or Licensee Prohibited. Any provision
herein to the contrary notwithstanding, Lessee shall not sublease any of the
Premises to any person or entity who is currently a Lessee or Licensee of
Lessor or who becomes such at any time during the term of this Agreement.
Upon breach of the foregoing, Lessor, at its option, may cancel this
Agreement, retain Lessee's Deposit, and shall be entitled to recover as
liquidated damages the sum of $5,000.00 for each such breach.

     15. Lessor's Liability. Lessor shall not be liable or responsible to
Lessee for any injury or damage regardless of the cause thereof (and
including without limitation any loss of business or other incidental or
consequential damages suffered by Lessee) resulting from the acts or
omissions of Lessor's employees, persons leasing office space or services
from Lessor, or other persons occupying any part of the Building, or for any
failure of services provided, such as water, gas or electricity, or for any
injury or damage to person or property caused by any person, or for Lessor's
failure to make repairs which it is obligated to make hereunder. Lessee
agrees to indemnify and hold Lessor harmless from and against any and all
claims, damages or causes of action for damages (including reasonable
attorney's fees and court costs) brought on account of injury to any person
or persons or property, or loss of life, arising out of the use, operation or
maintenance of the Premises by Lessee. The parties hereby agree that the
foregoing provisions of this Section 15 have been made in contemplation that
all such risk of loss shall be borne by Lessee's insurers pursuant to Section
25 below.

     16. Waiver of Breach. No failure by the Lessor to insist upon the strict
performance of any term or condition of this Agreement or to exercise any
right or remedy available on a breach thereof, and no acceptance of full or
partial payment during the continuance of any such breach shall constitute a
waiver of any such breach or any such term or condition. No term or condition
of this Agreement required to be performed by the Lessee, and no breach
thereof, shall be waived, altered or modified, except by a written instrument
executed by the Lessor. No waiver of any breach shall affect or alter any
item or condition in this Agreement, and each term or condition shall
continue in full force and effect with respect to any other then existing or
subsequent breach thereof.

     17. Employment of Lessor's Employees. Lessee recognizes that Lessor has
expended considerable time, effort and expense in training Lessor's employees
so as to provide high quality service to Lessee, and that the hiring by
Lessee of Lessor's present employees or any employee employed by Lessor
within a six (6) month period prior to the offer by Lessee to such employee
would save Lessee, and cause Lessor to expend considerable time, effort and
expense in training and procurement. Lessee further acknowledges that were
Lessee to hire any such employees, Lessor would be forced to expend
additional time, effort and expense in training new employees, the amount of
which cannot be determined with certainty. Should Lessee, during the original
or extended term of the Agreement or for twelve (12) months thereafter, offer
employment to and subsequently employ any employee of Lessor who is or was an
employee of Lessor at any time during the six (6) month period immediately
preceding such offer of employment by Lessee, Lessee shall pay to Lessor, as
a procurement fee, and not as a penalty, a sum equal to forty percent (40%)
of the annual salary last payable by Lessor to such employee or $8,000
(whichever is greater).

     18. Rules and Regulations. The rules and regulations attached to this
instrument are made an integral part of this Agreement. Lessee, its employees
and agents will perform and abide by the rules and regulations any any
amendments or additions to said rules and regulations as Lessor may make. In
addition, Lessee, its employees and agents shall abide by all applicable
governmental rules, regulations, statutes and ordinances, failing which
Lessee shall be in default hereunder and shall pay any fines or penalties
imposed for such violation(s) directly to the appropriate governmental
authority or to Lessor, if Lessor has paid such amount on behalf of Lessee.

     19. Severability. The invalidity of any one or more of the sections,
subsections, sentences, clauses or words contained in this Agreement, or the
application thereof to any particular set of circumstances, shall not affect
the validity of the remaining portions of this Agreement, or of the valid
application to any other set of circumstances, all of which sections,
subsections, sentences, clauses, or words are inserted conditionally on being
valid in law; and in the event that one or more of the sections, subsections,
sentences, clauses, or words contained herein shall be invalid, this
Agreement shall be construed as if such invalid sections, subsections,
sentences, clauses or words had not been inserted. In the event that any part
of this Agreement shall be held to be unenforceable or invalid, the remaining
parts of this Agreement shall nevertheless continue to be valid and
enforceable as though the invalid portions had not been a part hereof. In
addition, the parties acknowledge and agree (i) that this Agreement has been
fully negotiated by and between the parties in good faith and is the result
of the joint efforts of both parties, (ii) that both parties have been
provided with the opportunity to consult with legal counsel regarding its
terms, conditions and provisions, and (iii) that regardless of whether or not
either party has elected to consult with legal counsel, it is the intent of
the parties that in no event shall the terms, conditions or provisions of
this Agreement be construed against the party which has drafted this
Agreement.

     20. General. This Agreement embodies the entire agreement between the
parties relative to its subject matter, and shall not be modified, changed or
altered in any respect except in writing signed by the parties.

     21. Time of Essence. Time is of the essence as to the performance of all
covenants, terms and provisions of this Agreement by Lessee.

     22. Landlord's Election Under This Agreement. Upon early termination of
the main Building lease, this Agreement shall terminate unless the Building
Landlord under the main lease elects to have this Agreement assigned to the
Building Landlord or another entity as provided in the main lease. Upon
notice to Lessor of the termination of the main lease and such election, (i)
the Agreement shall be deemed to have been assigned by Lessor to the Building
Landlord, or to such other entity as is designated in such notice by the
Building Landlord ("Buildings Designee"), (ii) the Building Landlord or
Buildings Designee shall be deemed to be the Lessor under this Agreement and
shall assume all rights and responsibilities of Lessor under this Agreement,
and (iii) Lessee shall be deemed to have attorned to the Building Landlord or
Building's Designee as Lessor under this Agreement.

     23. Execution by Lessee. The party or parties executing this Agreement
on behalf of the Lessee warrant(s) and represent(s) that such executing party
(or parties) has (or have) complete and full authority to execute this
Agreement on behalf of Lessee, that Lessee shall fully perform its
obligations hereunder, and that same shall fully indemnify, defend and save
Lessor harmless from any breach of these warranties and representations.

     24. Covenant and Conditions. Each term, provision and obligation of this
Agreement to be performed by Lessee shall be construed as both a covenant and
condition.

     25. Mutual Waiver of Subrogation; Casualty; Condemnation. Lessee
acknowledges that it shall be responsible for maintaining such insurance as
Lessee deems necessary to protect against risk of injury or damage to person
or property, including Lessee's property, and that the provisions of Section
15 above are in contemplation thereof. Any fire and extended risk casualty
insurance that Lessee maintains shall include a waiver of subrogation in
favor of Lessor and the Building Landlord, and any fire and extended risk
insurance carried on the Facility by Lessor shall likewise contain a waiver
of subrogation in favor of Lessee. In the event the entire Premises or the
Facility are damaged, destroyed or taken by eminent domain or acquired by
private purchase in lieu of eminent domain so as to render the Premises fully
untenantable and unrestorable in Lessor's judgment, then within ninety (90)
days thereafter by written notice to the other party, either party shall be
able to terminate this Agreement, but otherwise it shall remain in full force
and effect.

     26. Compliance with Americans with Disabilities Act of 1990. Lessee
shall, at its own cost and expense, comply with the Americans with
Disabilities Act of 1990, as now or hereafter amended, and the rules and
regulations from time to time promulgated thereunder (hereinafter
collectively referred to as the "Act"). Lessee acknowledges that Lessor shall
have no responsibility with respect to the Premises for complying with the
Act. Lessee hereby agrees to defend, indemnify and hold Lessor harmless from
and against any and all claims, demands, actions, damages, fines, judgments,
penalties, costs (including attorney's and consultant's fees), liabilities
and losses resulting from Lessee's failure to comply with the Act. The
provisions of this paragraph shall survive the expiration or other
termination of this Agreement.

     27. Relocation Addendum. Lessor hereby agrees that during the term of
this Agreement, Lessee may relocate the Premises to any other OMNI/REGUS
Facility selected by Lessee (the Facility to which the Premises may be
relocated is hereinafter referred to as the "New Facility" and the relocated
Premises in the New Facility are hereinafter referred to as the "Relocation
Premises") upon the terms and conditions hereinafter set forth in the
"Relocation Addendum."

     28. Counterparts. This agreement may be executed in two or more counter
parts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.

     IN WITNESS WHEREOF, Lessor and Lessee have executed this Agreement as of
the date first written above.


LESSOR: OMNIOFFICES/Denver Tech, Inc.

By: /s/ ????????
    ----------------------------------


If a corporation:

LESSEE: Polar Molecular Corporation

By: /s/ ????????
    ----------------------------------
Title:  President/CEO
        ------------------------------
                    [ Corporate Seal ]


If an individual or partnership:

LESSEE:

By: _____________________________ (SEAL)

By: _____________________________ (SEAL)


                                SCHEDULE "A"

Furnished Private Office

Furnished, Decorated Reception Room with Qualified Receptionist

Limited Storage Facilities

Package Receipt in Lessee's Absence

Personalized Telephone Coverage During Office Hours in Lessee's Absence

Mail Receipt and Forwarding

Reasonable Conference Room Usage (for 3 or more people) with VCR and
Audio-Visual Facilities, subject to prior scheduling and use by other lessees

Corporate Identity on Lobby Directory where Available

Listing of Facsimile Numbers on Lessee's Letterhead

Complete Main Facility


Equipment: Small Business Machines

Dictating and Transcription Equipment


Utilities and Maintenance

Reasonable Courtesy Use of Affiliate OMNIOFFICES(R)

Janitorial Service


                                SCHEDULE "B"

Personal Secretarial Service

Document Storage Library

Word Processing Service

Office Assistant/Xxxxxx Service

Messenger Service

Reproduction Facilities

Facsimile Transmission

UPS Shipping Service

Freight Express Services

Package Handling/Boxing and Wrapping Facilities

Specialized Equipment and Furniture

Purchasing Services -- Printing and Office Supplies

Paging Services

Binding Services

Local and Long Distance Telephone Equipment and Service

Travel and Entertainment Arrangements

Catering Arrangements

Overnight Letter/Package Arrangements

Voice Mail

Translation Service


REBATE ADDENDUM

This addendum shall be attached to and become a part of that certain
agreement for office space dated January 15, 1997 between OMNIOFFICES/Denver
Tech, Inc. as Lessor and Polar Molecular Corporation ("the Lessee").

In consideration of the execution of this lease by Lessee and provided that
Lessee is not in default hereunder or under any other agreement with Lessor,
or any parent, subsidiary or affiliate corporation of Lessor, Lessor hereby
agrees to rebate $ 8,028.00 of rent otherwise due hereunder pursuant to the
following schedule provided, however, that the entire amount of rent rebated
pursuant to this Addendum plus interest thereon at the rate of 12% per annum
shall be repaid to lessor should Lessee breach this lease. At the end of the
schedule listed below, this addendum shall become null and void.

     Month                    Amount
     -------------------------------
     January 15, 1997         334.50
     February 1, 1997         669.00
     March 1, 1997            669.00
     April 1, 19987           669.00
     May 1, 1997              669.00
     June 1, 1997             669.00
     July 1, 1997             669.00
     August 1, 1997           000.00
     September 1, 1997        669.00
     October 1, 1997          669.00
     November 1, 1997         669.00
     December 1, 1997         669.00
     January 1, 1998          334.50

All other terms and conditions of the above referenced lease agreement remain
in effect.

In Witness Whereof, lessor and Lessee have caused these presents to be duly
executed as of the date first written above.

Accepted by Lessor:                          Accepted by Lessee:

OMNIOFFICES/Denver Tech, Inc.                Polar Molecular Corporation

By: /s/ ??????                               By: /s/ ?????
    -------------------------                    -----------------------
Date:  2/19/97                               Date:  1-28-97
      -----------------------                      ---------------------


August 21, 1997

Mr. Xxxx Xxxxxx
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, XX 00000


Dear Xx. Xxxxxx

RE: Agreement between OmniOffices Group, Inc. successor in interest to
OMNIOFFICES/Denver Tech, Inc. and Polar Molecular Corporation dated January
15, 1997 (the "Agreement")

The following shall amend the Agreement:

1. It is agreed that as of September 1, 1997, Polar Molecular Corporation
will occupy office number 742 instead of office number 771. In consideration
for the execution of this Addendum and the change in offices effective
September 1, 1997, the annual rent under the Agreement will be increased to
forty five thousand six hundred sixty dollars and no cents ($45,660.00),
payable in equal monthly installments of $3,805.00 with an additional
security deposit of $460.00 and an additional expense deposit of $460.00 for
office number 742. Escalation as provided for in the above referenced
Agreement will remain in effect.

2 Provided that Lessee is not in default hereunder or under any other
agreement with Lessor, or any parent, subsidiary or affiliate corporation of
Lessor, Lessor hereby agrees to rebate $1030.50 of rent otherwise due
hereunder pursuant to the following schedule; provided, however, that the
entire amount of rent rebated pursuant to this Addendum plus interest thereon
at the rate of 12% per annum shall be repaid to Lessor should Lessee breach
this Agreement. At the end of the rebate schedule listed below, this rebate
schedule shall become null and void.

               MONTH                    AMOUNT
               -----                    ------

               September 1, 1997        $229.00
               October 1, 1997          $229.00
               November 1, 1997         $229.00
               December 1, 1997         $229.00
               January 1-15, 1998       $114.50

All other terms and conditions of the above-referenced Agreement will remain
in effect.

IN WITNESS WHEREOF, Lessor and Lessee have caused these presents to be duly
executed as of the date first written above.


ACCEPTED BY LESSOR:                          ACCEPTED BY LESSEE:

OmniOffices Group, Inc., successor in        Polar Molecular Corporation
interest to OMNIOFFICES/Denver Tech, Inc.

By: /s/ Xxxxxxx X. Xxxxxx                    By: /s/ Xxxxx X. Xxxxxx
    -------------------------------------        ---------------------------
Date:  9-22-97                               Date:
      -----------------------------------          -------------------------

This letter constitutes an offering and is not binding on either party until
such time both parties have executed this document.