Annex I to Bridge Loan


    Exhibit
      10.2

    

      ANNEX
        I

       TO

       BRIDGE
        LOAN AGREEMENT

      (PROTOTYPE
        FOR EACH ISSUANCE)

      FORM
        OF NOTE 

       

      THESE
        SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
        AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED
        FOR
        SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
        OR
        AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH
        REGISTRATION IS NOT REQUIRED. 

      

        
          	
                  No.
                    07-01-1

                	
                  US$__________
                    2

                


        

      

       

      RIM
        SEMICONDUCTOR COMPANY 

       

      SENIOR
        SECURED PROMISSORY NOTE DUE JULY ____, 20073

       

      THIS
        NOTE
        is one of a duly authorized issue of up to $324,000 of RIM SEMICONDUCTOR
        COMPANY, a corporation organized and existing under the laws of the State
        of
        Utah (the "Company"), designated as its Senior Secured Promissory Note Series
        07-01. 

       

      FOR
        VALUE
        RECEIVED, the Company promises to pay to _____________________
        ,
        the
        registered holder hereof (the "Holder"), the principal sum of
        ________________Thousand ____________ and 00/100 Dollars (US
        $___________)4
        on the
        Maturity Date (as defined below). 

       

      TIME
        IS OF THE ESSENCE WITH RESPECT TO THE COMPANY’S FULFILLMENT OF ALL OF ITS
        PAYMENT OBLIGATIONS HEREUNDER.
        The
        Holder shall not be required to give the Company any notice of default of
        payment if any such payment is not timely paid or otherwise satisfied. All
        provisions of this Note which apply in the event of the Company’s not timely
        fulfilling any of its payment obligations hereunder shall apply whether or
        not
        such notice of default is given. The Holder’s giving of any notice to the
        Company shall not be deemed a waiver, 

      ___________

      1Insert
        unique Note number for each issuance. 

      2Insert
        amount equal to 108% of Holder’s Purchase Price. 

      3Insert
        date which is 120 days after the Closing Date 

      4See
        fn 2. 

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      modification
        or amendment of this provision with respect to the failure referred to in
        that
        notice or to any other failure by the Company timely to make any other payment
        due hereunder. 

       

      This
        Note
        or its predecessor was originally issued on ________,
        20075(the
        “Issue Date”). 

       

      This
        Note
        is being issued pursuant to the terms of the Bridge Loan Agreement, dated
        as of
        March 26, 2007 (the “Bridge Loan Agreement”), to which the Company and the
        Holder (or the Holder’s predecessor in interest) are parties. Capitalized terms
        not otherwise defined herein shall have the meanings ascribed to them in
        the
        Bridge Loan Agreement. 

       

      This
        Note
        is subject to the following additional provisions: 

       

      1.
        The
        Note will initially be issued in denominations determined by the Company,
        but
        are exchangeable for an equal aggregate principal amount of Note of different
        denominations, as requested by the Holder surrendering the same. No service
        charge will be made for such registration or transfer or exchange. 

       

      2.
        No interest will accrue on this Note until the Maturity Date. If any portion
        of
        this Note is outstanding on the Maturity Date, interest at the rate of
        twenty-four percent (24%) per annum or the highest rate allowed by law,
        whichever is lower, shall accrue on the outstanding principal of this Note
        from
        the Maturity Date to and including the date of payment by the Company. Such
        interest shall accrue on a daily basis and shall be payable in cash. The
        Holder
        may demand payment of all or any part of this Note, together with accrued
        interest, if any, and any other amounts due hereunder, as of the Maturity
        Date
        or any date thereafter. 

       

      3.
        The Company shall be entitled to withhold from all payments of principal
        of,
        and, if applicable, interest on, this Note any amounts required to be withheld
        under the applicable provisions of the United States income tax laws or other
        applicable laws at the time of such payments, and Holder shall execute and
        deliver all required documentation in connection therewith. 

       

      4.
        This Note has been issued subject to investment representations of the original
        purchaser hereof and may be transferred or exchanged only in compliance with
        the
        Securities Act of 1933, as amended (the "Act"), and other applicable state
        and
        foreign securities laws and the terms of the Bridge Loan Agreement. In the
        event
        of any proposed transfer of this Note, the Company may require, prior to
        issuance of a new Note in the name of such other person, that it receive
        reasonable transfer documentation that is sufficient to evidence that such
        proposed transfer complies with the Act and other applicable state and foreign
        securities laws and the terms of the Bridge Loan Agreement. Prior to due
        presentment for transfer of this Note, the Company and any agent of the Company
        may treat the person in whose name this Note is duly registered on the Company's
        Note Register as the owner hereof for the purpose of receiving payment as
        herein
        provided and for all other purposes, whether or not this Note be overdue,
        and
        neither the Company nor any such agent shall be affected by notice to the
        contrary. 

      ______________

      5Insert
        the Closing Date, as the case may be.

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
 

      5.
        (a)
        The term “Maturity Date” means the earliest of (i) July ____,
        20076
        (the
“Stated Maturity Date”), (ii) the New Transaction Threshold Date (as defined
        below), or (iii) the Default Maturity Date (as defined below). 

       

      (b)
        The
        term “New Transaction Threshold Date” means the date on which the Company
        consummates the first New Transaction in which the Company receives, on a
        cumulative basis after taking into account the gross proceeds from all prior
        New
        Transactions, if any, after the Issue Date, gross proceeds of at least Two
        Million Dollars ($2,000,000). All such gross proceeds are determined before
        deduction of any fees or other expenses or disbursements of any kind in
        connection with the relevant New Transaction. 

       

      6.
        (a)
        Any payment made on account of this Note shall be applied in the following
        order
        of priority: (i) first, to any amounts due hereunder other than principal
        and
        accrued interest, (ii)
        then, to accrued interest, if any, through and including the date of payment,
        and (iii) then, to principal of this Note. 

       

      (b)
        Subject to the provisions of Section 6(a) hereof, the outstanding principal
        of
        this Note may be prepaid in whole or in part at the option of the Company
        at any
        time prior to the Maturity Date. 

      


      7. 
        All payments contemplated hereby are to be made “in cash” and shall be made in
        immediately available good funds of United States of America currency by
        wire
        transfer to an account designated in writing by the Holder to the Company
        (which
        account may be changed by notice similarly given). For purposes of this Note,
        the phrase “date of payment” means the date good funds are received in the
        account designated by the notice which is then currently effective.


       

      8. 
        (a) Subject to the terms of the Bridge Loan Agreement, no provision of this
        Note
        shall alter or impair the obligation of the Company, which is absolute and
        unconditional, to pay the principal of, and, if applicable, interest on,
        this
        Note at the time, place, and rate, and in the coin or currency, as herein
        prescribed. This Note is a direct obligation of the Company. 

      


      (b)
        Payment of this Note is secured pursuant to the terms of the Security Interest
        Agreement, dated the Issue Date (the “Security Interest Agreement”), executed by
        the Company, as debtor, in favor of the Lender, as secured party. The terms
        of
        the Security Interest Agreement are incorporated herein by reference.


       

      9.
        No recourse shall be had for the payment of the principal of, or, if applicable,
        the interest on, this Note, or for any claim based hereon, or otherwise in
        respect hereof, against any incorporator, shareholder, officer or director,
        as
        such, past, present or future, of the Company or any successor corporation,
        whether by virtue of any constitution, statute or rule of law, or by the
        enforcement of any assessment or penalty or otherwise, all such liability
        being,
        by the acceptance hereof and as part of the consideration for the issue hereof,
        expressly waived and released. 

      __________

      6See
        fn 3. 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      10.
        The Holder of the Note, by acceptance hereof, agrees that this Note is being
        acquired for investment and that such Holder will not offer, sell or otherwise
        dispose of this Note except under circumstances which will not result in
        a
        violation of the Act or any applicable state Blue Sky or foreign laws or
        similar
        laws relating to the sale of securities. 

       

      11. 
        Any notice required or permitted hereunder shall be given in manner provided
        in
        the Section headed "NOTICES" in the Bridge Loan Agreement, the terms of which
        are incorporated herein by reference. 

       

      12. 
        (a) This Note shall be governed by and interpreted in accordance with the
        laws
        of the State of Delaware for contracts to be wholly performed in such state
        and
        without giving effect to the principles thereof regarding the conflict of
        laws.
        Each of the parties consents to the exclusive jurisdiction of the federal
        courts
        whose districts encompass any part of the City of Wilmington or the state
        courts
        of the State of Delaware sitting in the City of Wilmington in connection
        with
        any dispute arising under this Note and hereby waives, to the maximum extent
        permitted by law, any objection, including any objection based on
        forum non conveniens,
        to the bringing of any such proceeding in such jurisdictions. To the extent
        determined by such court, the Company shall reimburse the Holder for any
        reasonable legal fees and disbursements incurred by the Holder in enforcement
        of
        or protection of any of its rights under this Note. 

      


      (b)
        JURY
        TRIAL WAIVER. The
        Company and the Holder hereby waive a trial by jury in any action, proceeding
        or
        counterclaim brought by either of the Parties hereto against the other in
        respect of any matter arising out of or in connection with this Note.


       

      
        	 	
                13.

              	
                (a)
                  The following shall constitute an "Event of Default":
                  

              


      

       

      
        	 	
                i.

              	
                The
                  Company shall default in the timely payment of principal on this
                  Note or
                  any other amount due hereunder (without the requirement of any
                  further
                  notice with respect thereto from the Holder); or
                  

              


      

       

      
        	 	
                ii.

              	
                Any
                  of the representations or warranties made by the Company herein,
                  in the
                  Bridge Loan Agreement or any of the other Transaction Agreements
                  shall be
                  false or misleading in any material respect at the time made; or
                  

              


      

       

      
        	 	
                iii.

              	
                The
                  Company shall fail to perform or observe, in any material respect,
                  any
                  other covenant, term, provision, condition, agreement or obligation
                  of any
                  Note in this series and such failure shall continue uncured for
                  a period
                  of thirty (30) days after the Company’s receipt of written notice thereof
                  from the Holder; or 

              


      

       

      
        	 	
                iv.

              	
                The
                  Company shall fail to perform or observe, in any material respect,
                  any
                  covenant, term, provision, condition, agreement or obligation of
                  the
                  Company under any of the Transaction Agreements and such failure
                  shall
                  

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      


      


      
        	 	
                 

              	
                continue
                  uncured for a period of thirty (30) days after the Company’s receipt of
                  written notice thereof from the Holder; or 

              
	 	 	 
	 	
                v.
                  

              	
                The
                  Company shall (1) admit in writing its inability to pay its debts
                  generally as they mature; (2) make an assignment for the benefit
                  of
                  creditors or commence proceedings for its dissolution; or (3) apply
                  for or
                  consent to the appointment of a trustee, liquidator or receiver
                  for its or
                  for a substantial part of its property or business; or 

              
	 	 	 
	 	
                vi.
                  

              	
                A
                  trustee, liquidator or receiver shall be appointed for the Company
                  or for
                  a substantial part of its property or business without its consent
                  and
                  shall not be discharged within sixty (60) days after such appointment;
                  or
                  

              
	 	 	 
	 	
                vii.
                  

              	
                Any
                  governmental agency or any court of competent jurisdiction at the
                  instance
                  of any governmental agency shall assume custody or control of the
                  whole or
                  any substantial portion of the properties or assets of the Company
                  and
                  shall not be dismissed within sixty (60) days thereafter; or
                  

              
	 	 	 
	 	
                viii.
                  

              	
                Any
                  money judgment, writ or warrant of attachment, or similar process
                  in
                  excess of Seven Hundred Fifty Thousand ($750,000) Dollars in the
                  aggregate
                  shall be entered or filed against the Company or any of its properties
                  or
                  other assets and shall remain unpaid, unvacated, unbonded or unstayed
                  for
                  a period of sixty (60) days or in any event later than five (5)
                  days prior
                  to the date of any proposed sale thereunder; or 

              
	 	 	 
	 	
                ix.
                  

              	
                Bankruptcy,
                  reorganization, insolvency or liquidation proceedings or other
                  proceedings
                  for relief under any bankruptcy law or any law for the relief of
                  debtors
                  shall be instituted by or against the Company and, if instituted
                  against
                  the Company, shall not be dismissed within sixty (60) days after
                  such
                  institution or the Company shall by any action or answer approve
                  of,
                  consent to, or acquiesce in any such proceedings or admit the material
                  allegations of, or default in answering a petition filed in any
                  such
                  proceeding. 

              


      

      


      (b)
        If an Event of Default shall have occurred and is continuing, then, or at
        any
        time thereafter, and in each and every such case, unless such Event of Default
        shall have been cured or waived in writing by the Holder (which waiver shall
        not
        be deemed to be a waiver of any subsequent default) (the period during which
        such Event of Default shall be continuing until such cure or waiver, the
        “Default Period”), 

      


      (i)
        at the option of the Holder and in the Holder's sole discretion, the Holder
        may
        consider this Note immediately due and payable (and the Maturity Date shall
        be
        accelerated accordingly; the “Default Maturity Date”), without presentment,
        demand, protest or notice of any kinds, all of which are hereby expressly
        waived, anything herein or in any note or other instruments contained to
        the
        contrary notwithstanding, and the Holder may immediately enforce any and
        all of
        the Holder's rights and 

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
remedies
        provided herein or any other rights or remedies afforded by law, including,
        but
        not necessarily limited to, the equitable remedy of specific performance
        and
        injunctive relief; and 

       

        (ii)
        the terms of Appendix I to this Note shall be effective. 

      


      [Balance
        of page intentionally left blank] 

       

      
        
          
          

        

        
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      14.
        In
        the event for any reason, any payment by or act of the Company or the Holder
        shall result in payment of interest which would exceed the limit authorized
        by
        or be in violation of the law of the jurisdiction applicable to this Note,
        then
ipso
        facto
        the
        obligation of the Company to pay interest or perform such act or requirement
        shall be reduced to the limit authorized under such law, so that in no event
        shall the Company be obligated to pay any such interest, perform any such
        act or
        be bound by any requirement which would result in the payment of interest
        in
        excess of the limit so authorized. In the event any payment by or act of
        the
        Company shall result in the extraction of a rate of interest in excess of
        a sum
        which is lawfully collectible as interest, then such amount (to the extent
        of
        such excess not returned to the Company) shall, without further agreement
        or
        notice between or by the Company or the Holder, be deemed applied to the
        payment
        of principal, if any, hereunder immediately upon receipt of such excess funds
        by
        the Holder, with the same force and effect as though the Company had
        specifically designated such sums to be so applied to principal and the Holder
        had agreed to accept such sums as an interest-free prepayment of this Note.
        If
        any part of such excess remains after the principal has been paid in full,
        whether by the provisions of the preceding sentences of this Section or
        otherwise, such excess shall be deemed to be an interest-free loan from the
        Company to the Holder, which loan shall be payable immediately upon demand
        by
        the Company. The provisions of this Section shall control every other provision
        of this Note. 

       

      IN
        WITNESS WHEREOF, the Company has caused this instrument to be duly executed
        by
        an officer thereunto duly authorized. 

       

      Dated:
        _________________, 2007 

       

              RIM
        SEMICONDUCTOR
        COMPANY 

       

              By:_______________________________________

              ________________________________________

              (Print
        Name) 

             ________________________________________

             
        (Title) 

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      APPENDIX
        I

      TO

      RIM
        SEMICONDUCTOR COMPANY

      SENIOR
        SECURED PROMISSORY NOTE SERIES 07-01


       

      Capitalized
        terms not otherwise defined herein shall have the meanings ascribed to them
        in
        the Bridge Loan Agreement or in the Note. 

       

      1.
        A. (i)
        For purposes of this Appendix, the following terms shall have the meanings
        indicated below: 

       

      “Conversion
        Price” means the amount equal to (x) the Closing Price for the five (5) Trading
        Days ending on the Trading Day immediately before the Conversion Date,
        multiplied by (y) seventy-five percent (75%); provided, however, that the
        Conversion Price shall in no event be less than $0.01. 

       

      “Closing
        Price” means the 4:00 P.M. closing bid price of the Common Stock on the
        Principal Trading Market on the relevant Trading Day(s), as reported by the
        Reporting Service for the relevant date(s). 

       

      “Reporting
        Service” means Bloomberg LP or if that service is not then reporting the
        relevant information regarding the Common Stock, a comparable reporting service
        of national reputation selected by a Majority in Interest of the Holders
        and
        reasonably acceptable to the Company. 

       

      (d)
        “Majority in Interest of the Holders” means, as of the relevant date, one or
        more Holders whose respective outstanding principal amounts of the Notes
        of this
        Series held by each of them, as of such date, aggregate more than fifty percent
        (50%) of the aggregate outstanding principal amounts of the outstanding Notes
        of
        this Series held by all Holders on that date. 

       

      (ii)
        At any time during the Default Period and prior to the date this Note is
        paid in
        full in accordance with its terms, the Holder of this Note is entitled, at
        its
        option, subject to the following provisions of this Appendix I, to convert
        the
        principal and the accrued interest, if any, of this Note into shares of Common
        Stock, $0.001 par value ("Common Stock"), of the Company at the Conversion
        Price. 

       

      B.
        Conversion shall be effectuated by faxing a Notice of Conversion (as defined
        below) to the Company as provided in this paragraph. The Notice of Conversion
        shall be executed by the Holder of this Note and shall evidence such Holder's
        intention to convert this Note or a specified portion hereof in the form
        annexed
        hereto as Exhibit A. No fractional shares of Common Stock or scrip representing
        fractions of shares will be issued on conversion, but the number of shares
        issuable shall be rounded to the nearest whole share. The date on which notice
        of conversion is given (the "Conversion Date") shall be deemed to be the
        date on
        which the Holder faxes or otherwise delivers the conversion notice ("Notice
        of
        Conversion") to the Company so that it is 

       

      
        
          
          

        

        
          Appendix
            I
            - Page 1

          
            

          

        

        
          
          

        

      

      


      received
        by the Company on or before such specified date, provided that, if such
        conversion would convert the entire remaining principal of this Note, the
        Holder
        shall deliver to the Company the original Note being converted no later than
        five (5) Trading Days thereafter. Delivery of the Notice of Conversion shall
        be
        accepted by the Company by hand, mail or courier delivery at the address
        specified in said Exhibit A or at the facsimile number specified in said
        Exhibit
        A (each of such address or facsimile number may be changed by notice given
        to
        the Holder in the manner provided in the Bridge Loan Agreement). Certificates
        representing Common Stock upon conversion (“Conversion Certificates”) will be
        delivered to the Holder at the address specified in the Notice of Conversion
        (which may be the Holder’s address for notices as contemplated by the Bridge
        Loan Agreement or a different address), via express courier, by electronic
        transfer or otherwise, within three (3) Trading Days (such third Trading
        Day,
        the “Delivery Date”) after the relevant Conversion Date. The Holder shall be
        deemed to be the holder of the shares issuable to it in accordance with the
        provisions of this paragraph (B) on the Conversion Date. 

       

      C.
        Notwithstanding any other provision hereof or of any of the other Transaction
        Agreements, in no event (except (i) as specifically provided herein as an
        exception to this provision, or (ii) while there is outstanding a tender
        offer
        for any or all of the shares of the Company’s Common Stock) shall the Holder be
        entitled to convert any portion of this Note, or shall the Company have the
        obligation to convert such Note to the extent that, after such conversion
        or
        issuance of stock in payment of interest, the sum of (1) the number of shares
        of
        Common Stock beneficially owned by the Holder and its affiliates (other than
        shares of Common Stock which may be deemed beneficially owned through the
        ownership of the unconverted portion of the Note or other convertible securities
        or of the unexercised portion of warrants or other rights to purchase Common
        Stock), and (2) the number of shares of Common Stock issuable upon the
        conversion of the Notes with respect to which the determination of this proviso
        is being made, would result in beneficial ownership by the Holder and its
        affiliates of more than 4.99% of the outstanding shares of Common Stock (after
        taking into account the shares to be issued to the Holder upon such conversion).
        For purposes of the proviso to the immediately preceding sentence, beneficial
        ownership shall be determined in accordance with Section 13(d) of the Securities
        Exchange Act of 1934, as amended, except as otherwise provided in clause
        (1) of
        such sentence. Nothing herein shall preclude the Holder from disposing of
        a
        sufficient number of other shares of Common Stock beneficially owned by the
        Holder so as to thereafter permit the continued conversion of this Note.
        

       

      D.
        (i) No
        later than the thirtieth day of the Default Period (such day the “Required
        Filing Date”), the Company shall prepare and file with the SEC a Registration
        Statement registering for resale by the Holder all Conversion Shares
        (“Registrable Securities”). Notwithstanding the requirement to register all
        Registrable Securities, the Company’s obligation to register the Registrable
        Securities shall initially be satisfied by the registration of the Initial
        Number of Shares to Be Registered (as defined below). The “Initial Number of
        Shares to Be Registered” is a number of shares of Common Stock which is at least
        equal to the sum of two hundred percent (200%) of the number of shares into
        which the Note and all interest thereon for one year from the commencement
        of
        the Default Period would be convertible at the time of filing of such
        Registration Statement (assuming for such purposes that the Note had been
        eligible to be converted, and had been converted, into Conversion Shares
        in
        accordance with its terms, whether or not such eligibility, accrual of interest
        or conversion had in fact occurred as of such date) based on the Conversion
        Price in effect on, or within three (3) Trading Days prior to, the date the
        Registration Statement is filed (or subsequently amended). Unless otherwise
        specifically agreed to in writing in advance by the Holder, the Registration
        Statement shall not restrict or limit the prices at which the shares sold
        by the
        selling stockholders thereunder may be sold and shall also state that, in
        accordance with Rule 416 and 457 under the Securities Act, it also covers
        such
        indeterminate number of additional shares of Common Stock as may become issuable
        upon conversion of the Note to prevent dilution resulting from stock splits,
        stock dividends or similar transactions. 

       

      
        
          
          

        

        
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            I
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      (ii)
        The
        Company will use its reasonable best efforts to cause such Registration
        Statement to be declared effective on a date (the “Required Effective Date”)
        which is no later than the earlier of (X) five (5) days after oral or written
        notice by the SEC that it may be declared effective or (Y) the ninetieth
        day
        after the Closing Date. 

       

      (iii)
        If
        (X) the Company does not file the Registration Statement by the Required
        Filing
        Date and/or (Y) for any reason, the Registration Statement is not declared
        effective by the Required Effective Date and/or (Z) the Company does not
        maintain the effectiveness of such Registration Statement for at least two
        years
        or the earlier date on which the Note has been fully paid or converted and
        all
        Conversion Shares have been sold, the Company will pay the Holder in cash
        an
        amount equal to 1.85185% of the outstanding principal amount of the Note
        of the
        Holder for each 30 day period (prorated for partial periods) until such filing,
        such effective date or such effectiveness is re-established, as the case
        may be.
        The outstanding principal amount of the Note shall be determined as of the
        close
        of business on the last day preceding the first day of each such 30-day period.
        The parties acknowledge that the damages which may be incurred by the Holder
        in
        those events may be difficult to ascertain. The parties agree that the amounts
        payable pursuant to the foregoing provisions of this Section 1(D) are liquidated
        damages and represent a reasonable estimate on the part of the parties, as
        of
        the Issue Date, of the amount of such damages. 

       

      2.
        (a)
        The term “Lower Price Transaction” means a New Transaction offered or
        consummated during the New Transaction Period (as defined below), where the
        lowest New Transaction Price (as defined below) is, or by its terms or by
        an
        existing understanding of the Company and the New Investor, could subsequently
        be adjusted or revised to be, lower than the then effective Conversion Price
        of
        the Note (such Conversion Price, in each case, subject to adjustment in the
        same
        manner as the initial Exercise Price of the Warrant is adjusted, other than
        as a
        result of the application of this Section 2 of Appendix I). 

       

      (b)
        “New Transaction Price” means the Basic New Transaction Price (as defined below)
        except that if the New Transaction Exercise Price is lower than the Basic
        New
        Transaction Price, it means the New Transaction Exercise Price. 

       

      (c)
        “Basic New Transaction Price” means, as may be applicable, on a per share basis,
        the lower of (1) the lowest fixed purchase price of any shares of the New
        Common
        Stock contemplated in the New Transaction, or (2) the lowest conversion price
        or
        put or call price which would be applicable under the terms of the New
        Transaction; in each such case, whether such purchase or conversion price
        or put
        or call price is stated or otherwise specified or is determined on the closing
        date of the New Transaction by the application of a formula set in the documents
        

       

      
        
          
          

        

        
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            I
            - Page 3

          
            

          

        

        
          
          

        

      

       

      reflecting
        the New Transaction or could result from adjustments or revisions contemplated
        in the relevant agreements for the New Transaction and whenever such adjustment
        or revision would be applicable (and if no minimum purchase price, conversion
        price or put or call price, as the case may be, is set, it shall be assumed
        that
        such minimum purchase price or conversion price is $.01); and provided, further,
        that, if the securities issued in the New Transaction are issued at a Face
        Value
        Discount (as defined below), the New Transaction Price shall be adjusted
        to
        reflect such discount.7

       

      (d)
        “New Transaction Exercise Price” means the lowest exercise price per share
        applicable to the warrants, option or similar instrument (howsoever denominated;
        collectively, “New Transaction Warrants”) included in such New Transaction,
        whether such exercise price is stated or could result from adjustments or
        revisions contemplated in the relevant agreements for the New Transaction
        and
        whenever such exercise price would be applicable (and, if no minimum exercise
        price is set, it shall be assumed that such minimum exercise price is $.01).
        

       

      (e)
        “Face Value Discount” means consideration less than, as the case may be, (x) the
        number of shares being issued multiplied by the stated purchase price, (y)
        the
        stated principal amount of a debenture, note or similar instrument or (z)
        the
        stated value of the shares of convertible stock. 

       

      (f)
        The term “New Transaction Period” means the period commencing on the Issue Date
        and continuing until the date on which this Note is fully paid and/or converted.
        

      


      3.
        The
        Company covenants and agrees that, if there is a Lower Price Transaction
        during
        the New Transaction Period, then the Conversion Price on the unexercised
        portion
        of this Note shall be adjusted to equal the lowest New Transaction Price
        applicable to the Lower Price Transaction. 

      ______________

      7By
        way of illustration, if convertible preferred shares having a stated value
        of $1
        million and a fixed conversion price of $0.50 (resulting in 2,000,000 shares)
        were sold for a purchase price of $800,000, the effective New Transaction
        Price
        would be $0.40 (the conversion price at which $800,000 would convert into
        2,000,000 shares). 

       

      
        
          
          

        

        
          Appendix
            I
            - Page 4

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        A

       

      RIM
        SEMICONDUCTOR COMPANY 

       

      NOTICE
        OF
        CONVERSION

       

      OF

       

      SENIOR
        SECURED PROMISSORY NOTE DUE JULY ____, 2007

      SERIES
        07-01

      (To
        be
        Executed by the Registered Holder in Order to Convert the Note)

      
         

        
          	
                  TO:

                	
                  RIM
                    SEMICONDUCTOR COMPANY 

                	
                  VIA
                    FAX: (503) 257-6622 

                
	 	
                  305
                    NE 102nd Ave., Suite 105 

                	 
	 	
                  Portland,
                    OR 97220

                	 
	 	
                  Attn:
                    President

                	 


        

      

      


      FROM:
        _________________________________________________________ (“Holder”)


       

      DATE:
        _______________________________________________ (the “Conversion Date”)


       

      
        	
                RE:

              	
                Conversion
                  of $_________________ principal amount (the “Converted Note”) of the
                  Senior Secured Promissory Note Due July ___, 2007 (the “Note”) of RIM
                  SEMICONDUCTOR COMPANY (the “Company”) into ________________________ shares
                  (the “Conversion Shares”) of Common Stock (defined below)
                  

              


      

       

      The
        captioned Holder hereby gives notice to the Company, pursuant to the Note
        of RIM
        SEMICONDUCTOR COMPANY that the Holder elects to convert the Converted Note
        into
        fully paid and non-assessable shares of Common Stock, $0.001 par value (the
        “Common Stock”), of the Company as of the Conversion Date specified above. Said
        conversion shall be based on the following Conversion Price 

       

      
        	 	
                o

              	
                $___,
                  representing the Conversion Price (as defined in the Note; as adjusted
                  to
                  reflect capital adjustments after the Issue Date)
                  

              


      

       

      
        	 	
                o

              	
                $________________,
                  representing the Conversion Price (as adjusted pursuant to the
                  terms of
                  Appendix I to the Note) 

              


      

       

      
        
          
          

        

        
          Exhibit
            A
            - Page 1

          
            

          

        

        
          
          

        

      

       

      Based
        on
        this Conversion Price, the number of Conversion Shares indicated above should
        be
        issued in the following names(s):

       

      
        	
                Name
                  and Record Address 

              	
                Conversion
                  Shares 

              
	
                 _______________________________

              	
                ______________

              
	
                 _______________________________

              	
                
                  ______________

                

              
	
                 _______________________________

              	
                
                  ______________

                

              


      

      


      It
        is the
        intention of the Holder to comply with the provisions of Section 1(C) of
        Appendix I to the Note regarding certain limits on the Holder's right to
        convert
        thereunder. The Holder believe this conversion complies with the provisions
        of
        said Section 1(C). Nonetheless, to the extent that, pursuant to the conversion
        effected hereby, the Holder would have more shares than permitted under said
        Section, this notice should be amended and revised, ab initio, to refer to
        the
        conversion which would result in the issuance of shares consistent with such
        provision. Any conversion above such amount is hereby deemed void and revoked.
        

       

      As
        contemplated by the Note, this Notice of Conversion is being sent by facsimile
        to the telecopier number and officer indicated above. 

       

      If
        this
        Notice of Conversion represents the full conversion of the outstanding balance
        of the Converted Note, the Holder either (1) has previously surrendered the
        Converted Note to the Company or (2) will surrender (or cause to be surrendered)
        the Converted Note to the Company at the address indicated above by express
        courier within five (5) Trading Days after delivery or facsimile transmission
        of
        this Notice of Conversion. 

       

      The
        certificates representing the Conversion Shares should be transmitted by
        the
        Company to the Holder 

       

      o
via
        express courier, or


       

      o  
 by
        electronic transfer 

       

      within
        the time contemplated by the Note after receipt of this Notice of Conversion
        (by
        facsimile transmission or otherwise) to: 

      ____________________________________

      
        ____________________________________

        ____________________________________

      

       

      
        
          
          

        

        
          Exhibit
            A
            - Page 2

          
            

          

        

        
          
          

        

      

       

      As
        contemplated by the Note, the Company should also pay all accrued but unpaid
        interest on the Converted Note to the Holder. 

       

      
        	
              	--	
                If
                  the Company elects to pay such interest in Common Stock, as contemplated
                  by and subject to the provisions of the Note, such shares should
                  be issued
                  in the name of the Holder and delivered in the same manner as,
                  and
                  together with, the Conversion Shares.


              


      

       

      
        	
              	--	
                If
                  the Company elects or is required to pay the interest in cash,
                  such
                  payment should be made by wire transfer as follows:8
                  

              


      

       

      ___________________________________

      (Print
        name of Holder) 

       

      By:
        ________________________________ 

                     
        (Signature of Authorized Person) 

      ___________________________________

      (Printed
        Name and Title) 

      ______________________________

      8Information
        should include the following: 

       

      All
        Wires: 

        (1)
        Bank Name 

        (2)
        Bank Address (including street, city, state) 

        (3)
        ABA or Wire Routing No. 

        (4)
        Account Name 

        (5)
        Account Number 

      


      If
        Wire
        is going to International (Non-US) Bank, all of the above plus:
        

      (6)
        SWIFT
        Number 

       

       

      Exhibit
        A - Page 3