Debt Conversion Agreement between MCC Investment Company and Murdock Communications Corporation (January 2003)

Summary

MCC Investment Company and Murdock Communications Corporation have agreed to convert all outstanding debt owed by MCC to MCCIC into common shares of MCC. As of December 31, 2002, $730,303 in principal and interest will be converted into 466,968 MCC common shares at specified rates. Any additional debt after this date will convert at $1 per share. This agreement replaces all previous related agreements and is intended for inclusion in the S-4 filing for the MCC/Polar merger.

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EX-10.27 19 dex1027.txt LETTER OF AGREEMENT BTW MURDOCK & MCC INVESTMENT Exhibit 10.27 January 3, 2003 Mr. Gene Davis Ms. Nancy Davis Murdock Communications Corporation Dear Gene and Nancy: MCC Investment Company ("MCCIC") has been requested to document the conversion proposal for all of MCCIC's outstanding debt to Murdock Communications Corporation ("MCC") to finalize for the S-4 filing for the MCC/Polar merger. MCCIC would agree to the following: AMOUNT OF PRINCIPAL & INTEREST DUE MCCIC AT 12/31/02 CONVERT TO: - --------------------- ---------- $526,669 263,334 common shares of MCC ($2/share conversion rate) 203,634 203,634 common shares of MCC ($1/share conversion rate) -------- $730,303 Total P&I due at 12/31/02 ======== Total number of MCC common shares through 12/31/02 = 466,968 (263,334 + 203,634) Any additions to the amount due (interest accrual and any additional principal advances) to MCCIC subsequent to 12/31/02 will be converted to MCC common shares at $1/share. There have been numerous prior agreements/discussions and acceptance by MCC of this proposal voids all previous agreements and will be final for inclusion in the S-4 document. Please indicate your agreement by signing below and returning a copy to me. Please contact me with any questions. Sincerely, MCC INVESTMENT COMPANY /s/ Ronald O. Brendengen Ronald O. Brendengen, President Acknowledged and agreed this 23 day of January, 2003 MURDOCK COMMUNICATIONS CORPORATION By: /s/ Gene Davis ------------------------------- Gene Davis, CEO