First Amendment to Compensation Agreement between Murdock Communications Corporation and Pirinate Consulting Group, L.L.C.

Summary

Murdock Communications Corporation and Pirinate Consulting Group, L.L.C. have agreed to amend their existing compensation agreement. The amendment changes the terms so that Pirinate will accrue 4,000 shares of MCC common stock per month, which will be earned and transferred at the time of MCC's proposed merger with Polar Molecular Corporation. These shares will be registered and freely tradable at that time. All other terms of the original agreement remain unchanged.

EX-10.21 13 dex1021.txt 1ST AMENDMENT TO COMPENSATION AGREEMENT [Letterhead of Arenson & Zimmerman, PLC] January 3, 2003 Mr. Eugene Davis, CEO Pirinate Consulting Group, L.L.C. 5 Canoe Brook Drive Livingston, NJ 07039 RE: LETTER AGREEMENT: FIRST AMENDMENT TO COMPENSATION AGREEMENT, EFFECTIVE DATE AUGUST 1, 2002 Dear Mr. Davis: Reference is made to the above-mentioned Compensation Agreement, effective August 1, 2002 (the "Compensation Agreement"), between Murdock Communications Corporation ("MCC") and Pirinate Consulting Group, L.L.C. ("Pirinate"). We have discussed certain amendments to the Compensation Agreement necessary to facilitate MCC's proposed merger transaction with Polar Molecular Corporation. This letter agreement shall memorialize, constitute, and serve as the First Amendment to the Compensation Agreement. The Parties to the Compensation Agreement hereby agree to the following amendments to the Compensation Agreement:: 1. Section 4.B. of the Compensation Agreement is hereby amended to read in its entirety as follows: B. Four Thousand (4,000) shares of MCC common stock per month shall accrue for the benefit of Pirinate, and shall be earned and transferred to Pirinate at the effective time of the proposed merger transaction between MCC and Polar Molecular Corporation (the "Effective Time"), which stock shall be registered, and freely tradable without restriction, at the Effective Time; and 2. Section 4.C. of the Compensation Agreement is hereby deleted in its entirety. All remaining provisions of the Compensation Agreement remain unchanged and in full force and effect. Please acknowledge below, that you are in complete agreement with the terms of this letter, and return an executed copy by facsimile and then by overnight delivery directly to Ms. Nancy Davis at MCC for execution by Mr. Wayne Wright. Sincerely, /s/ James H. Arenson James H. Arenson Arenson & Zimmerman, P.L.C. Counsel for Murdock Communications Corporation ACCEPTED FOR MURDOCK COMMUNICATIONS CORPORATION BY /s/ Wayne Wright ----------------------------------------- Wayne Wright Principal Accounting Officer Murdock Communications Corporation Accepted and agreed to this 23 day of January, 2003 ACCEPTED FOR PIRINATE CONSULTING GROUP, L.L.C. BY /s/ Eugene I. Davis ----------------------------------------- Eugene I. Davis Managing Member /s/ Eugene I. Davis ----------------------------------------- Eugene I. Davis An Individual Accepted and agreed to this _____ day of January, 2003