amendmentno3-poofdeben.htm


    Exhibit 10.12

    
 

    AMENDMENT
NO. 3 TO

    7% SENIOR
SECURED CONVERTIBLE DEBENTURE

    SERIES
06-0IC DUE MARCH 10, 2008

     

    Holder:
Professional Offshore Opportunity Fund, Ltd.

     

    This
Amendment Number 3 ("Third 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 May 29, 2008.

     

    
      	
            	
              1.

            	
              Maturity
      Date; Waiver. Holder and the Company agree that the "Maturity
      Date"
      of the Debenture shall be June 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 June 10, 2008, the Company agrees to
      pay Holder $15,000.00 on June 5,
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 May
      30, 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