Unassociated Document


    
      EXHIBIT
        10.1

       

       
        
          

        

      

      ACQUISITION
        OF BROADBAND DISTANCE SYSTEMS,
        INC.

      by

      RIM
        SEMICONDUCTOR COMPANY

    

    
      
        

      

    

    


    
      AGREEMENT
        AND PLAN OF ACQUISITION

    

    
      


    

    
      


    

    
      This
        Agreement and Plan of
        Acquisition (Agreement) is entered into by and between Broadband Distance
        Systems, Inc., a Florida corporation, (BDSI), UTEK CORPORATION, a Delaware
        corporation, (UTEK), and Rim Semiconductor Company, a Utah corporation,
        (RSMI).

       

      WHEREAS,
        UTEK owns 100% of the
        issued and outstanding shares of common stock of BDSI  (BDSI Shares);
        and

       

      WHEREAS,
        before the Closing
        Date, BDSI will acquire the license for the fields of use as
        described  in the License Agreement as described and which are
        attached hereto as part of Exhibit A and made a part of this Agreement (License
        Agreement) and the rights to develop and market a proprietary technology
        for the
        fields of uses specified in the License Agreement (Technology).

       

      WHEREAS,
        the parties desire to
        provide for the terms and conditions upon which BDSI will be acquired by
        RSMI in
        a stock-for-stock exchange (Acquisition) in accordance with the respective
        corporation laws of their state, upon consummation of which all BDSI Shares
        (as
        defined below) will be owned by RSMI, and all issued and outstanding BDSI
        Shares
        will be exchanged for common stock of RSMI with terms and conditions as set
        forth more fully in this Agreement; and

       

      WHEREAS,
        for federal income
        tax purposes, it is intended that the Acquisition qualifies as a tax-free
        reorganization within the meaning of Section 368 (a)(1)(B) of the Internal
        Revenue Code of 1986, as amended (Code).

       

      NOW,
        THEREFORE, in
        consideration of the premises and for other good and valuable consideration,
        the
        receipt, adequacy and sufficiency of which are by this Agreement acknowledged,
        the parties agree as follows:

       

      ARTICLE
        1

      THE
        STOCK-FOR-STOCK ACQUISITION

    

    
       

      1.01    The
        Acquisition

       

      (a)    Acquisition
        Agreement.  Subject to the terms and conditions of this
        Agreement, at the Effective Date, as defined below, all BDSI Shares shall
        be
        acquired from UTEK by RSMI
        in accordance with the respective corporation laws of their state and the
        provisions of this Agreement and the separate corporate existence of BDSI,
        as a
        wholly-owned subsidiary of RSMI, shall continue after the closing.

       

      (b)    Effective
        Date. The
        Acquisition shall become effective (Effective Date or Closing Date) upon
        the
        execution of this Agreement and closing of the transaction.

       

      
        
           

        

        
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      1.02    Exchange
        of Stock. At
        the Effective Date, by virtue of the Acquisition, all of the BDSI Shares
        that
        are issued and outstanding at the Effective Date shall be exchanged for
        60,000,000 unregistered shares of common stock of RSMI.

       

      1.03    Effect
        of
        Acquisition.  At and after the Effective Date, the holder of
        each certificate of common stock of BDSI shall cease to have any rights as
        a
        shareholder of BDSI.

       

      1.04    Closing.
        Subject to
        the terms and conditions of this Agreement, the Closing of the Acquisition
        shall
        take place January 28, 2008.

    

    
       

      ARTICLE
        2

      REPRESENTATIONS
        AND WARRANTIES

    

    
       

      2.01    Representations
        and
        Warranties of UTEK and BDSI.  UTEK and BDSI represent and
        warrant to RSMI that the facts set forth below are true and correct, and
        will be
        true and correct as of the Effective Date:

       

      (a)    Organization.
        BDSI
        and UTEK are corporations duly organized, validly existing and in good standing
        under the laws of their respective states of incorporation, and they have
        the
        requisite power and authority to conduct their business and consummate the
        transactions contemplated by this Agreement. True, correct and complete copies
        of the articles of incorporation, bylaws and all corporate minutes of BDSI
        have
        been provided to RSMI and such documents are presently in effect and have
        not
        been amended or modified.

       

      (b)    Authorization.
        The
        execution of this Agreement and the consummation of the Acquisition and the
        other transactions contemplated by this Agreement have been duly authorized
        by
        the board of directors and shareholders of BDSI and the board of directors
        of
        UTEK; no other corporate action by the respective parties is necessary in
        order
        to execute, deliver, consummate and perform their respective obligations
        hereunder; and BDSI and UTEK have all requisite corporate and other authority
        to
        execute and deliver this Agreement and consummate the transactions contemplated
        by this Agreement.

       

      (c)    Capitalization.  The
        authorized capital of BDSI consists of 1,000,000 shares of common stock with
        a
        par value $.01 per share (BDSI Shares). At the date of this Agreement, 1,000
        BDSI Shares are issued and outstanding and held of record and beneficially
        by
        UTEK, free and clear of all liens, encumbrances, restrictions and claims
        of very
        kind. UTEK has full legal right, power and authority to sell, assign transfer
        and convey the BDSI shares so owned by UTEK in accordance with the terms
        and
        conditions of this Agreement. The delivery to RSMI of the BDSI shares so
        owned
        by UTEK pursuant to the provisions of this Agreement will transfer to RSMI
        valid
        title thereto, free and clear of any and all adverse claims. All issued and
        outstanding BDSI Shares have been duly and validly issued and are fully paid
        and
        non-assessable shares and have not been issued in violation of any preemptive
        or
        other rights of any other person or any applicable laws. BDSI is not authorized
        to issue any preferred stock. All dividends on BDSI Shares which have been
        declared prior to the date of this Agreement have been paid in full. There
        are
        no outstanding options, warrants, commitments, calls or other rights or
        agreements requiring BDSI to issue any BDSI Shares or securities convertible
        into BDSI Shares to anyone for any reason whatsoever. None of the BDSI Shares
        is
        subject to any change, claim, condition, interest, lien, pledge, option,
        security interest or other encumbrance or restriction, including any restriction
        on use, voting, transfer, receipt of income or exercise of any other attribute
        of ownership.

       

      (d)    Binding
        Effect. The
        execution, delivery, performance and consummation of this Agreement, the
        Acquisition and the transactions contemplated by this Agreement will not
        violate
        any obligation to which BDSI or UTEK is a party and will not create a default
        under any such obligation or under any agreement to which BDSI or UTEK is
        a
        party.  This Agreement constitutes a legal, valid and binding
        obligation of BDSI, enforceable in accordance with its terms, except as the
        enforcement may be limited by bankruptcy, insolvency, moratorium, or similar
        laws affecting creditor’s rights generally and by the availability of injunctive
        relief, specific performance or other equitable remedies.

       

      
        
           

        

        
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      (e)    Litigation
        Relating to this
        Agreement. There are no suits, actions or proceedings pending or, to the
        best of BDSI and UTEK’s knowledge, information and belief, threatened, which
        seek to enjoin the Acquisition or the transactions contemplated by this
        Agreement or which, if adversely decided, would have a materially adverse
        effect
        on the business, results of operations, assets or prospects of
        BDSI.

       

      (f)    No
        Conflicting
        Agreements. Neither the execution and delivery of this Agreement nor the
        fulfillment of or compliance by BDSI or UTEK with the terms or provisions
        of
        this Agreement nor all other documents or agreements contemplated by this
        Agreement and the consummation of the transaction contemplated by this Agreement
        will result in a breach of the terms, conditions or provisions of, or constitute
        a default under, or result in a violation of, BDSI or UTEK’s articles of
        incorporation or bylaws, the Technology, the License Agreement, or any
        agreement, contract, instrument, order, judgment or decree to which BDSI
        or UTEK
        is a party or by which BDSI or UTEK or any of their respective assets is
        bound,
        or violate any provision of any applicable law, rule or regulation or any
        order,
        decree, writ or injunction of any court or government entity which materially
        affects their respective assets or businesses.

       

      (g)    Consents.
        No consent
        from or approval of any court, governmental entity or any other person is
        necessary in connection with execution and delivery of this Agreement by
        BDSI
        and UTEK or performance of the obligations of BDSI and UTEK hereunder or
        under
        any other agreement to which BDSI or UTEK is a party; and the consummation
        of
        the transactions contemplated by this Agreement will not require the approval
        of
        any entity or person in order to prevent the termination of the Technology,
        the
        License Agreement, or any other material right, privilege, license or agreement
        relating to BDSI or its assets or business.

       

      (h)    Title
        to Assets. BDSI
        has or has agreed to enter into the agreements as listed on Exhibit A attached
        hereto. These agreements and the assets shown on the balance sheet of attached
        Exhibit B are the sole assets of BDSI. BDSI has or will by the Effective
        Date
        have good and marketable title to its assets, free and clear of all liens,
        claims, charges, mortgages, options, security agreements and other encumbrances
        of every kind or nature whatsoever.

       

      (i)    Intellectual
        Property

       

      (1)    The
        University of Illinois and The Board of Trustees of the University of Illinois,
        Urbana Champaign (UIUC) respectively owns and has license to the Technology
        and
        has all right, power, authority and ownership and entitlement to file, prosecute
        and maintain in effect United States Patent No. 6,400,773 (the Patent) with
        respect to the inventions listed in Exhibit A hereto (the
        Inventions).

       

      (2)    The
        License
        Agreement between UIUC and BDSI covering the Inventions will be legal, valid,
        binding and will be enforceable in accordance with its terms as contained
        in
        Exhibit A.

       

      (3)    Except
        as otherwise set forth in this
        Agreement, RSMI acknowledges and understands that BDSI and UTEK make no
        representations and provide no assurances that the rights to the
        Technology and Intellectual Property contained in the License Agreement do
        not,
        and will not in the future, infringe or otherwise violate the rights of third
        parties, and as of this date;

       

      (4)    Neither
        BDSI
        nor UTEK has received a written communication from any individual, corporation,
        proprietorship, firm, general or limited partnership, limited liability company,
        joint venture, trust, association, unincorporated organization, governmental
        authority or other entity (“Person”) alleging that the Technology and
        Intellectual Property contained in the License Agreement violate any material
        rights relating to Intellectual Property of any Person.

       

      
        
           

        

        
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      (5)    To
        the
        knowledge of BDSI and UTEK, and without any independent investigation, the
        validity or enforceability of the Patent or any of the Technology and
        Intellectual Property contained in the License Agreement, or the ownership
        thereof, has not been questioned in any action, suit, arbitration, proceeding
        or
        other litigation commenced or, to the Sellers’ knowledge, threatened by any
        Person or governmental authority (“Proceeding”) and, to the knowledge of BDSI
        and UTEK, no such Proceeding is currently threatened, and neither BDSI nor
        UTEK
        has received a written communication from any Person (A) asserting an ownership
        interest in any of the Technology and Intellectual Property contained in
        the
        License Agreement, or (B) alleging that any of the Technology and Intellectual
        Property contained in the License Agreement is invalid or
        unenforceable.

       

      (6)    Except
        as
        otherwise expressly set forth in this Agreement, BDSI and UTEK make no
        representations and extend no warranties of any kind, either express or implied,
        including, but not limited to warranties of merchantability, fitness for
        a
        particular purpose, non-infringement and validity of the Intellectual
        Property.

    

    
      


    

    
      (j)    Liabilities
        of BDSI.
        BDSI has no assets, no liabilities or obligations of any kind, character
        or
        description except those listed on the attached schedules and
        exhibits.

       

      (k)    Financial
        Statements.
        The unaudited financial statements of BDSI, including a balance sheet, attached
        as Exhibit B and made a part of this Agreement, are, in all respects, complete
        and correct and present fairly BDSI’s financial position and the results of its
        operations on the dates and for the periods shown in this Agreement; provided,
        however, that interim financial statements are subject to customary year-end
        adjustments and accruals that, in the aggregate, will not have a material
        adverse effect on the overall financial condition or results of its operations.
        BDSI has not engaged in any business not reflected in its financial statements.
        There have been no material adverse changes in the nature of its business,
        prospects, the value of assets or the financial condition since the date
        of its
        financial statements. There are no, and on the Closing Date there will be
        no,
        outstanding obligations or liabilities of BDSI except as specifically set
        forth
        in the financial statements and the other attached schedules and
        exhibits.  There is no information known to BDSI or UTEK that would
        prevent the financial statements of BDSI from being audited in accordance
        with
        generally accepted accounting principles.

       

      (l)    Taxes.
        All returns,
        reports, statements and other similar filings required to be filed by BDSI
        with
        respect to any federal, state, local or foreign taxes, assessments, interests,
        penalties, deficiencies, fees and other governmental charges or impositions
        have
        been timely filed with the appropriate governmental agencies in all
        jurisdictions in which such tax returns and other related filings are required
        to be filed; all such tax returns properly reflect all liabilities of BDSI
        for
        taxes for the periods, property or events covered by this Agreement; and
        all
        taxes, whether or not reflected on those tax returns, and all taxes claimed
        to
        be due from BDSI by any taxing authority, have been properly paid, except
        to the
        extent reflected on BDSI’s financial statements, where BDSI has contested in
        good faith by appropriate proceedings and reserves have been established
        on its
        financial statements to the full extent if the contest is adversely decided
        against it. BDSI has not received any notice of assessment or proposed
        assessment in connection with any tax returns, nor is BDSI a party to or
        to the
        best of its knowledge, expected to become a party to any pending or threatened
        action or proceeding, assessment or collection of taxes. BDSI has not extended
        or waived the application of any statute of limitations of any jurisdiction
        regarding the assessment or collection of any taxes. There are no tax liens
        (other than any lien which arises by operation of law for current taxes not
        yet
        due and payable) on any of its assets. There is no basis for any additional
        assessment of taxes, interest or penalties. BDSI has made all deposits required
        by law to be made with respect to employees’ withholding and other employment
        taxes, including without limitation the portion of such deposits relating
        to
        taxes imposed upon BDSI. BDSI is not and has never been a party to any tax
        sharing agreements with any other person or entity.

       

      
        
           

        

        
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      (m)    Absence
        of Certain Changes
        or Events. From the date of the latest balance sheet of BDSI provided to
        RSMI until the Closing Date, BDSI has not, and without the written consent
        of
        RSMI, it will not have:

       

      (1)    Sold,
        encumbered, assigned, let lapsed or transferred any of its material assets,
        including without limitation the Intellectual Property, the License Agreement
        or
        any other material asset;

       

      (2)    Amended
        or
        terminated the License Agreement or other material agreement or done any
        act or
        omitted to do any act which would cause the breach of the License Agreement
        or
        any other material agreement;

       

      (3)    Suffered
        any
        damage, destruction or loss whether or not in control of BDSI;

       

      (4)    Made
        any
        commitments or agreements for capital expenditures or otherwise;

       

      (5)    Entered
        into
        any transaction or made any commitment not disclosed to RSMI in
        writing;

       

      (6)    Incurred
        any
        obligation or liability for borrowed money;

       

      (7)    Suffered
        any
        other event of any character, which is reasonable to expect, would adversely
        affect the future condition (financial or otherwise) of the assets or
        liabilities or business of BDSI; or

       

      (8)    Taken
        any
        action, which could reasonably be foreseen to make any of the representations
        or
        warranties made by BDSI or UTEK untrue as of the date of this Agreement or
        as of
        the Closing Date.

    

    
       

      (n)    Material
        Agreements.
        Exhibit A attached contains a true and complete list of all contemplated
        and
        executed agreements between BDSI and a third party. A complete and accurate
        copy
        of all material agreements, contracts and commitments of the following types,
        whether written or oral to which it is a party or is bound (Contracts), has
        been
        provided to RSMI and such agreements are or will be at the Closing Date,
        in full
        force and effect without modifications or amendment and constitute the legally
        valid and binding obligations of BDSI in accordance with their respective
        terms
        and will continue to be valid and enforceable following the Acquisition.
        BDSI is
        not in default of any of the Contracts. In addition:

       

      (1)    There
        are no
        outstanding unpaid promissory notes, mortgages, indentures, deed of trust,
        security agreements and other agreements and instruments relating to the
        borrowing of money by or any extension of credit to BDSI; and

       

      (2)    There
        are no
        outstanding operating agreements, lease agreements or similar agreements
        by
        which BDSI is bound; and

       

      (3)    The
        complete
        final License Agreement will be provided to RSMI; and

       

      (4)    Except
        as set
        forth in (3) above, there are no outstanding licenses to or from others of
        any
        intellectual property and trade names; and

       

      (5)    There
        are no
        outstanding agreements or commitments to sell, lease or otherwise dispose
        of any
        of BDSI’s property; and

       

      (6)    There
        are no
        breaches of any agreement to which BDSI is a party.

    

    
       

      
        
           

        

        
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      (o)    Compliance
        with Laws.
        BDSI is in compliance with all applicable laws, rules, regulations and orders
        promulgated by any federal, state or local government body or agency relating
        to
        its business and operations.

       

      (p)    Litigation.  There
        is no suit, action or any arbitration, administrative, legal or other proceeding
        of any kind or character, or any governmental investigation pending or to
        the
        best knowledge of BDSI or UTEK, threatened against BDSI, the Technology,
        or  License Agreement, affecting its assets or business (financial or
        otherwise), and neither BDSI nor UTEK is in violation of or in default with
        respect to any judgment, order, decree or other finding of any court or
        government authority relating to the assets, business or properties of BDSI
        or
        the transactions contemplated hereby. There are no pending or threatened
        actions
        or proceedings before any court, arbitrator or administrative agency, which
        would, if adversely determined, individually or in the aggregate, materially
        and
        adversely affect the assets or business of BDSI or the transactions
        contemplated.

       

      (q)    Employees.
        BDSI has
        no and never had any employees. BDSI is not a party to or bound by any
        employment agreement or any collective bargaining agreement with respect
        to any
        employees. BDSI is not in violation of any law, regulation relating to
        employment of employees.

       

      (r)    Adverse
        Effect.
        Neither BDSI nor UTEK has any knowledge of any or threatened existing
        occurrence, action or development that could cause a material adverse effect on BDSI
        or its business, assets or condition (financial or otherwise) or
        prospects.

       

      (s)    Employee
        Benefit
        Plans.  BDSI states that there are no and have never been any
        employee benefit plans, and there are no commitments to create any, including
        without limitation as such term is defined in the Employee Retirement Income
        Security Act of 1974, as amended, in effect, and there are no outstanding
        or
        un-funded liabilities nor will the execution of this Agreement and the actions
        contemplated in this Agreement result in any obligation or liability to any
        present or former employee.

       

      (t)    Books
        and Records.
        The books and records of BDSI are complete and accurate in all material
        respects, fairly present its business and operations, have been maintained
        in
        accordance with good business practices, and applicable legal requirements,
        and
        accurately reflect in all material respects its business, financial condition
        and liabilities.

       

      (u)    No
        Broker’s Fees.
        Neither UTEK nor BDSI has incurred any investment banking, advisory or other
        similar fees or obligations in connection with this Agreement or the
        transactions contemplated by this Agreement.

       

      (v)    Full
        Disclosure.   All representations or warranties of UTEK
        and BDSI are true, correct and complete in all material respects to the best of our
        knowledge
        on the date of this Agreement and shall be true, correct and complete
        in
        all material respects as of the Closing Date as if they were made on such
        date.  No statement made by them in this Agreement or in the exhibits
        to this Agreement or any document delivered by them or on their behalf pursuant
        to this Agreement contains an untrue statement of material fact or omits
        to
        state all material facts necessary to make the statements in this Agreement
        not
        misleading in any material respect in light of the circumstances in which
        they
        were made.

    

    
       

      2.02    Representations
        and
        Warranties of RSMI.  RSMI represents and warrants to UTEK and
        BDSI that the facts set forth are true and correct.

       

      (a)    Organization.  RSMI
        is a corporation duly organized, validly existing and in good standing under
        the
        laws of Utah, is qualified to do business as a foreign corporation in other
        jurisdictions in which the conduct of its business or the ownership of its
        properties require such qualification, and have all requisite power and
        authority to conduct its business and operate properties.

       

      
        
           

        

        
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      (b)    Authorization.  The
        execution of this Agreement and the consummation of the Acquisition and the
        other transactions contemplated by this Agreement have been duly authorized
        by
        the board of directors of RSMI; no other corporate action on their respective
        parts is necessary in order to execute, deliver, consummate and perform their
        obligations hereunder; and they have all requisite corporate and other authority
        to execute and deliver this Agreement and consummate the transactions
        contemplated by this Agreement.

       

      (c)    Capitalization.The
        authorized capital of RSMI
        consists of 900,000,000
        (Nine
        Hundred Million) shares of common stock
        with a par value $0.001 per share (RSMI
        Common Shares) and 15,000,000 (Fifteen
        Million) shares of
        preferred stock with a par value of $0.01 per share (RSMI Preferred Shares).
        On the Effective Date of the Acquisition 536,182,134 RSMI Common
        Shares (which will include the 60,000,000 RSMI Common Shares to be issued
        at the
        Closing of the Acquisition) will be issued and outstanding. The
RSMI
Common
Shares
        outstanding have been duly and
        validly issued and
        are fully paid and non-assessable shares and have not been issued in violation
        of any preemptive or other rights of any other person or any applicable
        laws. No
        RSMI Preferred Shares are
        outstanding.

       

      (d)    Anti
        Dilution Adjustments. UTEK
        currently owns zero RSMI
        Common Shares, and will be acquiring
        60,000,000 unregistered
RSMI
        Common Shares; and based on
        a total of
60,000,000 issued
RSMI
        Common Shares (on an as converted
        basis) this total will represent a 10.4% ownership position in RSMI
        Common shares as of January 28, 2008 on an “as if converted basis”. For
        a period of twelve months from the
        Effective Date
        of this Agreement, the aggregate
        number of RSMI Common
        Shares that UTEK
        has received shall be adjusted
        proportionately by the Board of Directors of RSMI
        for any increase in the number of
        outstanding RSMI Common
        Shares resulting from
        the
        issuance of any additional equity securities by the Company to any of its
        current list
        of management and directors
        as of the Effective Date, other than for previously agreed to disbursements
        prior to the Effective Date of this agreement.  

    

    


    
      For
        purposes in this Agreement, “as if
        converted basis” shall mean total outstanding common shares after giving effect
        to the conversion of all outstanding equity securities including preferred
        stock
        or other convertible instruments.

    

    
      


    

    
      (e)    Binding
        Effect. The
        execution, delivery, performance and consummation of the Acquisition and
        the
        transactions contemplated by this Agreement will not violate any obligation
        to
        which RSMI is a party and will not create a default hereunder, and this
        Agreement constitutes a legal, valid and binding obligation of RSMI, enforceable
        in accordance with its terms, except as the enforcement may be limited by
        bankruptcy, insolvency, moratorium, or similar laws affecting creditor’s rights
        generally and by the availability of injunctive relief, specific performance
        or
        other equitable remedies.

       

      (f)    Litigation
        Relating to this
        Agreement. There are no suits, actions or proceedings pending or to its
        knowledge threatened which seek to enjoin the Acquisition or the transactions
        contemplated by this Agreement or which, if adversely decided, would have
        a
        materially adverse effect on its business, results of operations, assets,
        prospects or the results of its operations of RSMI.

       

      (g)    No
        Conflicting
        Agreements. Neither the execution and delivery of this Agreement nor the
        fulfillment of or compliance by RSMI with the terms or provisions of this
        Agreement will result in a breach of the terms, conditions or provisions
        of, or
        constitute default under, or result in a violation of
        RSMI’s  corporate charter or bylaws, or any agreement, contract,
        instrument, order, judgment or decree to which it is a party or by which
        it or
        any of its assets are bound, or violate any provision of any applicable law,
        rule or regulation or any order, decree, writ or injunction of any court
        or
        governmental entity which materially affects its assets or
        business.

       

      
        
           

        

        
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      (h)    Consents.
        Assuming
        the correctness of UTEK and BDSI’s representations, no consent from or approval
        of any court, governmental entity or any other person is necessary in connection
        with its execution and delivery of this Agreement; and the consummation of
        the
        transactions contemplated by this Agreement will not require the approval
        of any
        entity or person in order to prevent the termination of any material right,
        privilege, license or agreement relating to RSMI or its assets or
        business.

       

      (i)    Financial
        Statements.
        The financial statements of RSMI included in its reports available on the
        EDGAR
        Website of the Securities and Exchange Commission on Form 10-KSB filed on
        February 5, 2007 for the fiscal year ended October 31, 2006, Form 10-QSB
        filed
        on March 14, 2007 for the quarter ended January 31, 2007, Form 10-QSB filed
        on
        June 13, 2007 for the quarter ended April 30, 2007, Form 10-QSB filed on
        September 14, 2007 for the quarter ended July 31, 2007, and RSMI’s
        definitive proxy statement filed on April 2, 2007, together with all subsequent
        filings made with the Commission available at the EDGAR website (hereinafter
        referred to collectively as the Reports) contain all material information
        relating to RSMI and its operations and financial condition as of their
        respective dates which information is required to be disclosed
        therein.  Since the date of the financial statements included in the
        Reports, and except as modified in the Schedules hereto, there has been no
        material adverse changes
        relating to RSMI’s business,
        financial condition or affairs not disclosed in the Reports. The Reports
        do not
        contain any untrue statement of a material fact or omit to state a material
        fact
        required to be stated therein or necessary to make the statements therein,
        taken
        as a whole, not misleading in light of the circumstances when
        made.

       

      (j)    Full
        Disclosure. All
        representations or warranties of RSMI are true, correct and complete in all
        material respects on the date of this Agreement and shall be true, correct
        and
        complete in all material respects as of the Closing Date as if they were
        made on
        such date. No statement made by them in this Agreement or in the exhibits
        to
        this Agreement or any document delivered by them or on their behalf pursuant
        to
        this Agreement contains an untrue statement of material fact or omits to
        state
        all material facts necessary to make the statements in this Agreement not
        misleading in any material respect in light of the circumstances in which
        they
        were made.

       

      (k)    Compliance
        with Laws.
        RSMI is in compliance in all material respects with all applicable laws,
        rules,
        regulations and orders promulgated by any federal, state or local government
        body or agency relating to its business and operations.

       

      (l)    Litigation.   There
        is no suit, action or any arbitration, administrative, legal or other proceeding
        of any kind or character, or any governmental investigation pending or, to
        the
        best knowledge of RSMI, threatened against RSMI materially affecting its
        assets
        or business (financial or otherwise), and RSMI is not in violation of or
        in
        default with respect to any judgment, order, decree or other finding of any
        court or government authority. There are no pending or, to RSMI’s knowledge,
        threatened actions or proceedings before any court, arbitrator or administrative
        agency, which would, if adversely determined, individually or in the aggregate,
        materially and adversely affect its assets or business. Except as disclosed
        in
        its Reports, RSMI has no knowledge of any existing or threatened occurrence,
        action or development that could cause a material adverse affect on RSMI
        or its
        business, assets or condition (financial or otherwise) or
        prospects.

       

      (m)    Development.  RSMI
        agrees and warrants that it has the expertise necessary to and has had the
        opportunity to independently evaluate the inventions of the Licensed Technology
        and has the expertise necessary to develop same for the market.

       

      (n)    Investment
        Company
        Status RSMI is not an investment company, either registered or
        unregistered.

    

    
       

      2.03    Investment
        Representations
        of UTEK. UTEK represents and warrants to RSMI that:

       

      
        
           

        

        
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      (a)    General.
        It has such
        knowledge and experience in financial and business matters as to be capable
        of
        evaluating the risks and merits of an investment in RSMI Common Shares pursuant
        to the Acquisition. It is able to bear the economic risk of the investment
        in
        RSMI Common Shares, including the risk of a total loss of the investment
        in RSMI
        Common Shares. The acquisition of RSMI Common Shares is for its own account
        and
        is for investment and not with a view to the distribution of this Agreement.
        Except a permitted by law, it has a no present intention of selling,
        transferring or otherwise disposing in any way of all or any portion of the
        shares at the present time. All information that it has supplied to RSMI
        is true
        and correct. It has conducted all investigations and due diligence concerning
        RSMI to evaluate the risks inherent in accepting and holding the shares which
        it
        deems appropriate, and it has found all such information obtained fully
        acceptable. It has had an opportunity to ask questions of the officer and
        directors of RSMI concerning RSMI Common Shares and the business and financial
        condition of and prospects for RSMI, and the officers and directors of RSMI
        have
        adequately answered all questions asked and made all relevant information
        available to them. UTEK is an accredited investor, as the term is defined
        in
        Regulation D, promulgated under the Securities Act of 1933, as amended, and
        the
        rules and regulations thereunder.

       

      (b)    Stock
        Transfer
        Restrictions.  UTEK acknowledges that the RSMI Common Shares
        will not be registered and UTEK will not be permitted to sell or otherwise
        transfer the RSMI Common Shares in any transaction in contravention of the
        following legend, which will be imprinted in substantially the following
        form on
        the stock certificate representing RSMI Common Shares:

    

    
      


    

    
      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED (THE ACT), OR UNDER THE SECURITIES LAWS
        OF
        ANY STATE. THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED,
        TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISION
        OF THE ACT AND THE LAWS OF SUCH STATES UNDER WHOSE LAWS A TRANSFER OF SECURITIES
        WOULD BE SUBJECT TO A REGISTRATION REQUIREMENT, UNLESS UTEK CORPORATION HAS
        OBTAINED AN OPINION OF COUNSEL STATING THAT SUCH DISPOSITION IS IN COMPLIANCE
        WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

    

    
       

      (c)    Legend.  Subject
        to the new Rule
        144 restrictions, 6months
        following the stock acquisition
        described herein, RSMIagrees
        to and shall direct its transfer
        agent to remove the above legend upon the issuance by UTEK's legal counsel
        that
        the above legend can be removed from UTEK's RSMI Common Shares. 
RSMIagrees
        to and promptly shall provide any
information
        requested by UTEK or UTEK's
        counsel and to make further direction to its transfer agent as necessary
        for
        such issuance of an opinion regarding removal of the legend or the sale of
        such
        restricted shares under Rule 144 or other available exemption from
        registration.

       

      (d)    In
        the event that RSMI wrongfully fails
        to direct its transfer agent to
        remove the legend within fifteen (15) days of request by UTEK, RSMIshall
        be liable to an additional fee of
        ten percent (10%) of the current value of the shares held by UTEK, determined based on
        the closing price of
        the shares on the fifteenth day after the request is deemed received by RSMI,
        as well as any and
        all
        attorney fees and costs that UTEK may incur as a result of RSMIfailing
        to comply in this
        request.

    

    
       

      ARTICLE
        3

    

    
      TRANSACTIONS
        PRIOR TO CLOSING

    

    
      


    

    
      3.01    Corporate
        Approvals.
        Prior to Closing Date, each of the parties shall submit this Agreement to
        its
        board of directors and if necessary, its respective shareholders and obtain
        approval of this Agreement. Copies of corporate actions taken by each party
        shall be provided to the other party.

       

      
        
           

        

        
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      3.02    Access
        to
        Information. Each party agrees to permit, upon reasonable notice, the
        attorneys, accountants, and other representatives of the other party’s
        reasonable access during normal business hours to its properties and its
        books
        and records to make reasonable investigations with respect to its affairs,
        and
        to make its officers and employees available to answer questions and provide
        additional information as reasonably requested.

       

      3.03    Expenses.
        Each party
        agrees to bear its own expenses in connection with the negotiation and
        consummation of the Acquisition and the transactions contemplated by this
        Agreement.

       

      3.04    Covenants.
        Except as
        permitted in writing, prior to Closing each party agrees that it
        will:

       

      (a)    Use
        its good
        faith efforts to obtain all requisite licenses, permits, consents, approvals
        and
        authorizations necessary in order to consummate the Acquisition;
        and

       

      (b)    Notify
        the
        other parties upon the occurrence of any event which would have a materially
        adverse effect upon the Acquisition or the transactions contemplated by this
        Agreement or upon the business, assets or results of operations;
        and

       

      (c)    Not
        modify
        its corporate structure, except as necessary or advisable in order to consummate
        the Acquisition and the transactions contemplated by this Agreement.

    

    
       

      ARTICLE
        4

      CONDITIONS
        PRECEDENT

    

    
      


    

    
      The
        obligation of the parties to consummate the Acquisition and the transactions
        contemplated by this Agreement are subject to the following conditions that
        may
        be waived, to the extent permitted by law:

       

      4.01    Each
        party
        must obtain the approval of its board of directors and such approval shall
        not
        have been rescinded or restricted.

       

      4.02    Each
        party
        shall obtain all requisite licenses, permits, consents, authorizations and
        approvals required to complete the Acquisition and the transactions contemplated
        by this Agreement.

       

      4.03    There
        shall
        be no claim or litigation instituted or threatened in writing by any person
        or
        government authority seeking to restrain or prohibit any of the contemplated
        transactions contemplated by this Agreement or challenges the right, title
        and
        interest of UTEK in the BDSI Shares or the right of BDSI or UTEK to consummate
        the Acquisition contemplated hereunder.

       

      4.04    The
        representations and warranties of the parties shall be true and correct in
        all
        material respects at the Effective Date.

       

      4.05    The
        Technology and Intellectual Property has been prosecuted in good faith with
        reasonable diligence.

       

      4.06    The
        License
        Agreement will be valid and in full force and effect without any default
        in this
        Agreement.

       

      4.07    RSMI
        shall
        have received, at or prior to the Closing Date, each of the
        following:

       

      
        
           

        

        
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      (a)    the
        stock
        certificates representing all of the currently issued and outstanding BDSI
        Shares, duly endorsed (or accompanied by duly executed stock powers) by UTEK
        for
        transfer of such shares to RSMI;

       

      (b)    all
        corporate
        records and documentation relating to BDSI’s business, all in a form and
        substance satisfactory to RSMI, including its Articles of Incorporation and
        Bylaws;

       

      (c)    such
        agreements, files and other data and documents pertaining to
        BDSI’s  business as RSMI may reasonably request;

       

      (d)    copies
        of the
        general ledgers and books of account of BDSI, and all federal, state and
        local
        income, franchise, property and other tax returns filed by BDSI since the
        inception of BDSI;

       

      (e)    certificates
        of (i) the Secretary of State of the State of Florida as to the legal existence
        and good standing, as applicable, (including tax) of BDSI in
        Florida;

       

      (f)    the
        original
        corporate minute books of BDSI, including the articles of incorporation and
        bylaws of BDSI, and all other documents filed in this Agreement;

       

      (g)    all
        consents,
        assignments or related documents of conveyance to give RSMI the benefit of
        the
        transactions contemplated hereunder;

       

      (h)    such
        documents as may be needed to accomplish the Closing under the corporate
        laws of
        the states of incorporation of RSMI and BDSI, and

       

      (i)    such
        other
        documents, instruments or certificates as RSMI, or their counsel may reasonably
        request.

    

    
      


    

    
      4.08    RSMI
        shall
        have completed due diligence investigation of BDSI to RSMI’s satisfaction in
        their sole discretion.

       

      4.09    RSMI
        shall
        receive the resignation effective the Closing Date of each director and officer
        of BDSI.

       

      4.10    BDSI’s
        assets
        at the time of Closing will include US $400,000 in cash, which sum shall
        belong
        absolutely and unconditionally to BDSI through and after the Closing.

    

    
       

      ARTICLE
        5

      INDEMNIFICATION
        ANDLIABILITY
        LIMITATION

    

    
      


    

    
      
        5.01    Survival
          of Representations
          and Warranties.

         

        (a)    The
          representations and warranties made by UTEK and BDSI shall survive for
          a period
          of 1 year after the Closing Date, and thereafter all such representation
          and
          warranties shall be extinguished, except with respect to claims then pending
          for
          which specific notice has been given during such 1-year period.

         

        (b)    The
          representations and warranties made by RSMI shall survive for a period
          of 1 year
          after the Closing Date, and thereafter all such representations and warranties
          shall be extinguished, except with respect to claims then pending for which
          specific notice has been given during such 1-year period.

      

    

    
       

      
        
           

        

        
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      5.02    Limitations
        on
        Liability.  RSMI
        agrees that UTEK shall not be liable under this agreement to RSMI or their
        respective successor’s, assigns or affiliates except where damages result
        directly from the gross negligence or willful misconduct of UTEK or its
        employees.  In no event shall UTEK's liability exceed the total amount
        of the fees paid to UTEK under this agreement, nor shall UTEK be liable for
        incidental or consequential damages of any kind.  RSMI shall indemnify
        UTEK, and hold UTEK harmless against any and all claims by third parties
        for
        losses, damages or liabilities, including reasonable attorneys fees and expenses
        (“Losses”), arising in any manner out of or in connection with the rendering of
        services by UTEK under this Agreement, unless it is finally judicially
        determined that such Losses resulted from the gross negligence or willful
        misconduct of UTEK. The terms of this paragraph shall survive the termination
        of
        this agreement and shall apply to any controlling person, director, officer,
        employee or affiliate of UTEK.

       

      5.03    Indemnification.  RSMI
        agrees to indemnify and hold harmless UTEK and its subsidiaries and affiliates
        and each of its and their officers, directors, principals, shareholders,
        agents,
        independent contactors and employees (collectively “Indemnified Persons”) from
        and against any and all claims, liabilities, damages, obligations, costs
        and
        expenses (including reasonable attorneys’ fees and expenses and costs of
        investigation) arising out of or relating to  matters arising from
        this Agreement, except to the extent that any such claim, liability, obligation,
        damage, cost or expense shall have been determined by final non-appealable
        order
        of a court of competent jurisdiction to have resulted from the gross negligence
        or willful misconduct of the Indemnified Person or Persons in respect of
        whom
        such liability is asserted.

       

      (a)    Limitation
        of
        Liability.  RSMI agrees that no Indemnified Person shall have
        any liability as a result of the execution and delivery of this Agreement,
        or
        other matters relating to or arising from this Agreement, other than liabilities
        that shall have been determined by final non-appealable order of a court
        of
        competent jurisdiction to have resulted from the gross negligence or willful
        misconduct of the Indemnified Person or Persons in respect of whom such
        liability is asserted.  Without limiting the generality of the
        foregoing, in no event shall any Indemnified Person be liable for consequential,
        indirect or punitive damages, damages for lost profits or opportunities or
        other
        like damages or claims of any kind.  In no event shall UTEK's
        liability exceed the total amount of the consideration paid to UTEK under
        this
        Agreement.

    

     

    ARTICLE
      6

    REMEDIES

    
       

      6.01    Specific
        Performance.
        Each party’s obligations under this Agreement are unique. If any party should
        default in its obligations under this Agreement, the parties each acknowledge
        that it would be extremely impracticable to measure the resulting damages.
        Accordingly, the non-defaulting party, in addition to any other available
        rights
        or remedies, may sue in equity for specific performance, and the parties
        each
        expressly waive the defense that a remedy in damages will be
        adequate.

       

      6.02    Costs.
        If any legal
        action or any arbitration or other proceeding is brought for the enforcement
        of
        this Agreement or because of an alleged dispute, breach, default, or
        misrepresentation in connection with any of the provisions of this Agreement,
        the successful or prevailing party or parties shall be entitled to recover
        reasonable attorneys’ fees and other costs incurred in that action or
        proceeding, in addition to any other relief to which it or they may be
        entitled.

       

      ARTICLE
        7

      ARBITRATION

    

    
      


    

    
      In
        the
        event a dispute arises with respect to the interpretation or effect of this
        Agreement or concerning the rights or obligations of the parties to this
        Agreement, the parties agree to negotiate in good faith with reasonable
        diligence in an effort to resolve the dispute in a mutually acceptable manner.
        Failing to reach a resolution of this Agreement, either party shall have
        the
        right to submit the dispute to be settled by arbitration under the Commercial
        Rules of Arbitration of the American Arbitration Association. The parties
        agree
        that, unless the parties mutually agree to the contrary such arbitration
        shall
        be conducted in the State of Florida.  The cost of arbitration shall
        be borne by the party against whom the award is rendered or, if in the interest
        of fairness, as allocated in accordance with the judgment of the arbitrators.
        All awards in arbitration made in good faith and not infected with fraud
        or
        other misconduct shall be final and binding.  The arbitrators shall be
        selected as follows: one by RSMI, one by UTEK and a third by the two selected
        arbitrators. The third arbitrator shall be the chairman of the
        panel.

    

    
       

      
        
           

        

        
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      ARTICLE
        8

      MISCELLANEOUS

    

    
       

      8.01    No
        party may
        assign this Agreement or any right or obligation of it hereunder without
        the
        prior written consent of the other parties to this Agreement. No permitted
        assignment shall relieve a party of its obligations under this Agreement
        without
        the separate written consent of the other parties.

       

      8.02    This
        Agreement shall be binding upon and inure to the benefit of the parties and
        their respective permitted successors and assigns.

       

      8.03    Each
        party
        agrees that it will comply with all applicable laws, rules and regulations
        in
        the execution and performance of its obligations under this
        Agreement.

       

      8.04    This
        Agreement shall be governed by and construct in accordance with the laws
        of the
        State of Oregon without regard to principles of conflicts of law.

       

      8.05    This
        document
        constitutes a complete and entire agreement among the parties with reference
        to
        the subject matters set forth in this Agreement. No statement or agreement,
        oral
        or written, made prior to or at the execution of this Agreement and no prior
        course of dealing or practice by either party shall vary or modify the terms
        set
        forth in this Agreement without the prior consent of the other parties to
        this
        Agreement. This Agreement may be amended only by a written document signed
        by
        the parties.

       

      8.06    Notices
        or
        other communications required to be made in connection with this Agreement
        shall
        be sent by U.S. mail, certified, return receipt requested, personally delivered
        or sent by express delivery service and delivered to the parties at the
        addresses set forth below or at such other address as may be changed from
        time
        to time by giving written notice to the other parties.

       

      8.07    The
        invalidity or unenforceability of any provision of this Agreement shall not
        affect the validity or enforceability of any other provision of this
        Agreement.

       

      8.08    This
        Agreement may be executed in multiple counterparts, each of which shall
        constitute one and a single Agreement.

       

      8.09    Any
        facsimile signature of any part to this Agreement or to any other agreement
        or
        document executed in connection of this Agreement should constitute a legal,
        valid and binding execution by such parties.

       

       

       

       

      (Signatures
        on the following page)

       

      
        
           

        

        
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                  RIM
                    SEMICONDUCTOR COMPANY

                	 	 	
                  BROADBAND
                    DISTANCE SYSTEMS, INC. 

                	 
	 	 	 	 	 
	
                  
                    By:   /s/
                      Brad
                      Ketch                                                 

                  

                	 	 	
                  
                    By:   /s/
                      Joel
                      Edelson                                                 
                      

                  

                	 
	
                  Brad
                    Ketch

                	 	 	
                  Joel
                    Edelson

                	 
	
                  Chief
                    Executive Officer

                	 	 	
                  
                    President

                  

                	 
	 	 	 	 	 
	
                  Address:

                  305 NE 102ND Avenue,
                    Suite
                    350

                  
                    Portland,
Oregon 97220

                     

                    
                      Date:
                           January
                        28,
                        2008                                

                    

                  

                	 	 	
                  Address:

                  
                    2109
                      East Palm Avenue

                    
                      Tampa,
                        Florida 33605

                       

                      
                        
                          Date:
                               January
                            28,
                            2008                                   

                        

                      

                    

                  

                	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	UTEK
                  CORPORATION	 	 	 	 
	 	 	 	 	 
	
                  By:   /s/
                    Clifford M.
                    Gross                                     

                  Clifford M. Gross,
                    Ph.D.

                  Chief Executive
                    Officer

                	 	 	 	 
	 	 	 	 	 
	
                  Address:

                  2109
                    East Palm Avenue

                  Tampa,
                    Florida 33605

                   

                  
                    Date:
                         January
                      28,
                      2008                                

                  

                	 	 	 	 


        

      

    

    
       

       
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