amendmentno2-poofdeben.htm

Exhibit 10.10

    AMENDMENT
NO. 2 TO

    7% SENIOR
SECURED CONVERTIBLE DEBENTURE

    SERIES
06-01C DUE MARCH 10, 2008

    


    Holder:   Professional
Offshore Opportunity Fund, Ltd.

    


    This Amendment Number 2 (“Second
Amendment”) to 7% Senior Secured Convertible Debenture Series 06-01C due March
10, 2008 (the “Debenture”), is entered into between Rim Semiconductor Company, a
Utah corporation (the “Company”) and the Holder named above.  Terms
not otherwise defined or amended herein shall have the meanings ascribed to them
in the Debenture.

    


    The Parties agree to amend certain
terms of the Debenture, as follows, effective as of April 18, 2008.

    


    
      	
              1.  

            	
              Maturity Date;
      Waiver.  Holder and the Company agree that the “Maturity
      Date” of the Debenture shall be May 10, 2008.  Holder agrees to
      waive any Event of Default that may have occurred or be deemed to have
      occurred prior to the date hereof that is related to or arises from the
      failure to pay amounts due under the
Debenture.

            


    

    


    
      	
              2.  

            	
              Consideration.  In
      consideration of Holder’s execution of this Second Amendment and extension
      of the Maturity Date to May 10, 2008, the Company agrees to pay Holder
      $15,000.00 on April 18, 2008.

            


    

    


    
      	
              3.  

            	
              Execution
      Date.  This Amendment and the terms contained herein
      shall be considered null and void if a copy of this Amendment executed by
      Holder is not received by the Company by mail, fax or email by 5pm,
      Pacific time, on April 18, 2008.  Contact information is set
      forth on the signature page hereto.

            


    

    


    This Amendment, the Debenture, and all
other written agreements between the Company and Holder set forth in full all of
the representations and agreements of the parties with respect to the subject
matter hereof and supersede all prior discussions, representations, agreements
and understandings between the parties with respect to the subject
hereof.  Except as expressly amended herein and as such amendment may
require additional amendment to specific terms and conditions, with such
amendment being deemed made hereby, all of the terms and provisions of the
Debenture, and all other documents and agreements between the Company and Holder
shall continue in full force and effect and the same are hereby ratified and
confirmed.  In connection with this Amendment and the transactions
contemplated hereby, each of the parties agrees to execute and deliver any
additional documents and instruments and perform any additional acts that may be
necessary or appropriate to effectuate and perform its respective obligations
under this Agreement and the transactions contemplated hereby.

    


    [Signature
Page Follows]

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    IN WITNESS WHEREOF, the parties hereto
have executed this Amendment as of April 18, 2008.

    


    

      	 	
              HOLDER:

              PROFESSIONAL
      OFFSHORE 

              OPPORTUNITY
      FUND, LTD

               

               

              By:  /s/ Howard
      Berger                    
      

              Name:  Howard
      Berger

              Title: 
      Manager

               

              RIM
      SEMICONDUCTOR COMPANY

               

              By:  /s/ Brad
      Ketch                               
      

              Brad
      Ketch

              President
      and Chief Executive Officer

               

              Rim
      Semiconductor Company

              305
      NE 102nd Ave, Suite 350

              Portland,
      OR 97220

              Fax:
      503.257.6622

              Email:
      BKetch@rimsemi.com