0001193125-04-061487 Sample Contracts

MARKETING AGREEMENT
Marketing Agreement • April 13th, 2004 • Polar Molecular Holding Corp • Miscellaneous chemical products

This Marketing Agreement (this “Agreement”) is made as of this 11 day of September, 2001 (the “Effective Date”) between POLAR MOLECULAR CORPORATION, a Delaware corporation having its principal place of business at 4600 S. Ulster Street, Suite 700, Denver, Colorado 80237, USA, (“PMC”), and ELF ANTAR FRANCE, a French corporation having its principal place of business at 24, cours MICHELET, 92800 PUTEAUX, FRANCE (“ELF”)

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MANUFACTURING AGREEMENT
Manufacturing Agreement • April 13th, 2004 • Polar Molecular Holding Corp • Miscellaneous chemical products • Colorado

THIS AGREEMENT made this 23rd day of October, 2002, by and between Polar Molecular Corporation (“Purchaser”), a Delaware corporation with a place of business at 4600 S. Ulster Street, Suite 940, Denver, Colorado 80237 and Lockhart Chemical Company, a Pennsylvania corporation, having a manufacturing business at 4302 James P. Cole Blvd., Flint, Michigan 48505, and offices at 2873 West Hardies Road, Gibsonia, Pennsylvania 15044 (“Manufacturer”).

FIFTH AMENDMENT TO THE LOAN EXTENSION AND RELEASE AND WAIVER AGREEMENT
Loan Extension and Release and Waiver Agreement • April 13th, 2004 • Polar Molecular Holding Corp • Miscellaneous chemical products

This Fifth Amendment to the Loan Extension and Release and Waiver Agreement (this “Amendment”) is entered into by and between Polar Molecular Corporation, a Delaware corporation (the “Company”), and Affiliated Investments L.L.C., a Michigan limited liability company (the “Holder”), dated as of December 19, 2003.

VOTING AGREEMENT
Voting Agreement • April 13th, 2004 • Polar Molecular Holding Corp • Miscellaneous chemical products • Delaware

This VOTING AGREEMENT, dated as of June 3, 2003 (the “Agreement”), is by and between Polar Molecular Corporation, a Delaware corporation (the “Company”), and each of the Persons listed on Schedule I attached hereto (each a “Covered Stockholder” and collectively the “Covered Stockholders”). Each of the Covered Stockholders is a stockholder in the Company (the “Company”).

SECOND AMENDMENT TO SECURITY AGREEMENT
Security Agreement • April 13th, 2004 • Polar Molecular Holding Corp • Miscellaneous chemical products

This Second Amendment to Security Agreement (this “Amendment”) effective as of January 1, 2003, by and between Polar Molecular Corporation, a Delaware corporation (the “Company”), and each of the employees and advisors of the Company set forth on Exhibit A hereto (collectively, the “Secured Parties”) hereby amends the Security Agreement dated as of January 30, 2002, by and between the Company and the Secured Parties, as amended (the “Security Agreement”). Capitalized terms used herein and otherwise not defined shall have the meanings set forth in the Security Agreement.

SETTLEMENT AGREEMENT AND MUTUAL RELEASE
Settlement Agreement • April 13th, 2004 • Polar Molecular Holding Corp • Miscellaneous chemical products • Colorado

This Settlement Agreement and Mutual Release (the “Settlement Agreement”) is made and entered into by and among Polar Molecular Corporation, a Delaware corporation (“Polar”), Polar Molecular Holding Corporation, a Delaware corporation (“Polar Holding”), and GRQ, L.L.C., a Michigan limited liability company (“GRQ”), as of this 14th day of July, 2003.

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