rim_8k-ex1002.htm


    EXHIBIT
      10.2

    


    SECURITY
      AGREEMENT

    


    1.           Identification.

    


    This
      Security Agreement (the “Agreement”), dated as of December 5, 2007, is entered
      into by and between Rim Semiconductor Company, a Utah corporation
      (“Parent”), NV Entertainment, Inc., a California corporation
      (“Guarantor” and together with Parent, each a “Debtor” and collectively the
“Debtors”), and Barbara R. Mittman, as collateral agent acting in the
      manner and to the extent described in the Collateral Agent Agreement defined
      below (the “Collateral Agent”), for the benefit of the parties identified on
Schedule A hereto (collectively, the “Lenders”).

    


    2.           Recitals.

    


    2.1           The
      Lenders have made, are making and will be making loans to Parent (the
“Loans”).  It is beneficial to each Debtor that the Loans were made
      and are being made.

    


    2.2           The
      Loans are and will be evidenced by certain promissory notes (each a
“Note”) issued by Parent on or about the date of and after the date of this
      Agreement pursuant to one or more subscription agreements (each a “Subscription
      Agreement”) to which Parent and Lenders are parties.  The Notes are
      further identified on Schedule A hereto and were and will be executed by Parent
      as “Borrower” or “Debtor” for the benefit of each Lender as the “Holder” or
“Lender” thereof.

    


    2.3           In
      consideration of the Loans made and to be made by Lenders to Parent and for
      other good and valuable consideration, and as security for the performance
      by
      Parent of its obligations under the Notes and as security for the repayment
      of
      the Loans and all other sums due from Debtors to Lenders arising under the
      Transaction Documents (as defined in the Subscription Agreement), and any other
      agreement between or among them (collectively, the “Obligations”), each Debtor,
      for good and valuable consideration, receipt of which is acknowledged, has
      agreed to grant to the Collateral Agent, for the benefit of the Lenders, a
      security interest in the Collateral (as such term is hereinafter defined),
      on
      the terms and conditions hereinafter set forth.  Obligations include
      all future advances by Lenders to Debtor made pursuant to the Subscription
      Agreement.

    


    2.4           The
      Lenders have appointed the Collateral Agent pursuant to that certain
      Collateral Agent Agreement dated at or about the date of this Agreement
      (“Collateral Agent Agreement”), among the Lenders and Collateral
      Agent.

    


    2.5           The
      following defined terms which are defined in the Uniform Commercial Code in
      effect in the State of New York on the date hereof are used herein as so
      defined:  Accounts, Chattel Paper, Documents, Equipment, General
      Intangibles, Instruments, Inventory and Proceeds.  Other capitalized
      terms employed herein shall have the meanings attributed to them in the
      Subscription Agreement.

    


    3.           Grant
      of General Security Interest in Collateral.

    


    3.1           As
      security for the Obligations of Debtors, each Debtor hereby grants the
      Collateral Agent, for the benefit of the Lenders, a security interest in the
      Collateral.

    


    3.2           “Collateral”
      shall mean all of the following property of Debtors:


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    (A)           All
      now owned and hereafter acquired right, title and interest of Debtors in, to
      and
      in respect of all Accounts, Goods, real or personal property, all present and
      future books and records relating to the foregoing and all products and Proceeds
      of the foregoing, and as set forth below:

    


    (i)           All
      now owned and hereafter acquired right, title and interest of Debtors in, to
      and
      in respect of all: Accounts, interests in goods represented by Accounts,
      returned, reclaimed or repossessed goods with respect thereto and rights as
      an
      unpaid vendor; contract rights; Chattel Paper; investment property; General
      Intangibles (including but not limited to, tax and duty claims and refunds,
      registered and unregistered patents (including but not limited to the patents,
      patents pending and applications set forth on Schedule
B hereto), trademarks, service marks, certificates,
      copyrights trade names, applications for the foregoing, trade secrets, goodwill,
      processes, drawings, blueprints, customer lists, licenses, whether as licensor
      or licensee, chooses in action and other claims, and existing and future
      leasehold interests in equipment, real estate and fixtures); Documents;
      Instruments; letters of credit, bankers’ acceptances or guaranties; cash moneys,
      deposits; securities, bank accounts, deposit accounts, credits and other
      property now or hereafter owned or held in any capacity by Debtors, as well
      as
      agreements or property securing or relating to any of the items referred to
      above;

    


    (ii)           Goods:  All
      now owned and hereafter acquired right, title and interest of Debtors in, to
      and
      in respect of goods, including, but not limited to:

    


    (a)           All
      Inventory, wherever located, whether now owned or hereafter acquired, of
      whatever kind, nature or description, including all raw materials,
      work-in-process, finished goods, and materials to be used or consumed in
      Debtors’ business; finished goods, timber cut or to be cut, oil, gas,
      hydrocarbons, and minerals extracted or to be extracted, and all names or marks
      affixed to or to be affixed thereto for purposes of selling same by the seller,
      manufacturer, lessor or licensor thereof and all Inventory which may be returned
      to any Debtor by its customers or repossessed by any Debtor and all of Debtors’
right, title and interest in and to the foregoing (including all of a Debtor’s
      rights as a seller of goods);

    


    (b)           All
      Equipment and fixtures, wherever located, whether now owned or hereafter
      acquired, including, without limitation, all machinery, furniture and fixtures,
      and any and all additions, substitutions, replacements (including spare parts),
      and accessions thereof and thereto (including, but not limited to Debtors’
rights to acquire any of the foregoing, whether by exercise of a purchase option
      or otherwise);

    


    (iii)           Property:  All
      now owned and hereafter acquired right, title and interests of Debtors in,
      to
      and in respect of any other personal property in or upon which a Debtor has
      or
      may hereafter have a security interest, lien or right of setoff;

    


    (iv)           Books
      and Records:  All present and future books and records relating to
      any of the above including, without limitation, all computer programs, printed
      output and computer readable data in the possession or control of the Debtors,
      any computer service bureau or other third party; and

    


    (v)           Products
      and Proceeds:  All products and Proceeds of the foregoing in
      whatever form and wherever located, including, without limitation, all insurance
      proceeds and all claims against third parties for loss or destruction of or
      damage to any of the foregoing.

    


    (B)           All
      now owned and hereafter acquired right, title and interest of Debtors in, to
      and
      in respect of the following:


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    (i)           the
      shares of stock of the Guarantor, which the Debtor represents equal 100% of
      the
      equity ownership interest in the Guarantor, the certificates representing such
      shares together with an executed stock power, and other rights, contractual
      or
      otherwise, in respect thereof and all dividends, distributions, cash,
      instruments, investment property and other property from time to time received,
      receivable or otherwise distributed in respect of or in exchange for any or
      all
      of such shares;

    


    (ii)           all
      additional shares of stock, partnership interests, member interests or other
      equity interests from time to time acquired by Debtor, in any Subsidiary (as
      defined in the Subscription Agreement) not a Subsidiary of the Debtor on the
      date hereof (“Future Subsidiaries”), the certificates representing such
      additional shares, and other rights, contractual or otherwise, in respect
      thereof and all dividends, distributions, cash, instruments, investment property
      and other property from time to time received, receivable or otherwise
      distributed in respect of or in exchange for any or all of such additional
      shares, interests or equity; and

    


    (iii)           all
      security entitlements of Debtor in, and all Proceeds of any and all of the
      foregoing in each case, whether now owned or hereafter acquired by Debtor and
      howsoever its interest therein may arise or appear (whether by ownership,
      security interest, lien, claim or otherwise).

    


               3.3           The
      Collateral Agent is hereby specifically authorized, after the Maturity Date
      (defined in the Notes) accelerated, or after the occurrence of an Event of
      Default (as defined herein) and the expiration of any applicable cure period,
      to
      transfer any Collateral into the name of the Collateral Agent and to take any
      and all action deemed advisable to the Collateral Agent to remove any transfer
      restrictions affecting the Collateral.

    


    4.           Perfection
      of Security Interest.

    


    4.1           Each
      Debtor shall prepare, execute and deliver to the Collateral Agent UCC-1
      Financing Statements.  The Collateral Agent is instructed to prepare
      and file at each Debtor’s cost and expense, financing statements in such
      jurisdictions deemed advisable to the Collateral Agent, including but not
      limited to the States of Utah and Delaware.  The Financing Statements
      are deemed to have been filed for the benefit of the Collateral Agent and
      Lenders identified on Schedule A hereto.

    


    4.2           Upon
      the execution of this Agreement, Parent shall deliver to Collateral Agent stock
      certificates representing all of the shares of outstanding capital stock of
      the
      Guarantor (the “Securities”).  All such certificates shall be held by
      or on behalf of Collateral Agent pursuant hereto, and shall be delivered in
      suitable form for transfer by delivery, or shall be accompanied by duly executed
      instruments of transfer or assignment or undated stock powers executed in blank,
      all in form and substance satisfactory to Collateral Agent.

    


    4.3           All
      other certificates and instruments constituting Collateral from time to time
      required to be pledged to Collateral Agent pursuant to the terms hereof (the
      “Additional Collateral”) shall be delivered to Collateral Agent promptly upon
      receipt thereof by or on behalf of Debtors.  All such certificates and
      instruments shall be held by or on behalf of Collateral Agent pursuant hereto,
      and shall be delivered in suitable form for transfer by delivery, or shall
      be
      accompanied by duly executed instruments of transfer or assignment or undated
      stock powers executed in blank, all in form and substance satisfactory to
      Collateral Agent.  If any Collateral consists of uncertificated
      securities, unless the immediately following sentence is applicable thereto,
      Debtors shall cause Collateral Agent (or its custodian, nominee or other
      designee) to become the registered holder thereof, or cause each issuer of
      such
      securities to agree that it will comply with instructions originated by
      Collateral Agent with respect to such securities without further consent by
      Debtors.  If any Collateral consists of security entitlements, Debtors
      shall transfer such security entitlements to Collateral Agent (or its custodian,
      nominee or other designee) or cause the applicable securities intermediary
      to
      agree that it will comply with entitlement orders by Collateral Agent without
      further consent by Debtors.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    4.4           Within
      five (5) days after the receipt by a Debtor of any Additional Collateral, a
      Pledge Amendment, duly executed by such Debtor, in substantially the form of
      Annex I hereto (a “Pledge Amendment”), shall be delivered to Collateral Agent in
      respect of the Additional Collateral to be pledged pursuant to this Agreement.
      Each Debtor hereby authorizes Collateral Agent to attach each Pledge Amendment
      to this Agreement and agrees that all certificates or instruments listed on
      any
      Pledge Amendment delivered to Collateral Agent shall for all purposes hereunder
      constitute Collateral.

    


    4.5           If
      Debtor shall receive, by virtue of Debtor being or having been an owner of
      any
      Collateral, any (i) stock certificate (including, without limitation, any
      certificate representing a stock dividend or distribution in connection with
      any
      increase or reduction of capital, reclassification, merger, consolidation,
      sale
      of assets, combination of shares, stock split, spin-off or split-off),
      promissory note or other instrument, (ii) option or right, whether as an
      addition to, substitution for, or in exchange for, any Collateral, or otherwise,
      (iii) dividends payable in cash (except such dividends permitted to be retained
      by Debtor pursuant to Section 5.2 hereof) or in securities or other property
      or
      (iv) dividends or other distributions in connection with a partial or total
      liquidation or dissolution or in connection with a reduction of capital, capital
      surplus or paid-in surplus, Debtor shall receive such stock certificate,
      promissory note, instrument, option, right, payment or distribution in trust
      for
      the benefit of Collateral Agent, shall segregate it from Debtor’s other property
      and shall deliver it forthwith to Collateral Agent, in the exact form received,
      with any necessary endorsement and/or appropriate stock powers duly executed
      in
      blank, to be held by Collateral Agent as Collateral and as further collateral
      security for the Obligations.

    


    5.           Distribution.

    


    5.1           So
      long as an Event of Default does not exist, Debtors shall be entitled to
      exercise all voting power pertaining to any of the Collateral, provided
      such exercise is not contrary to the interests of the Lenders and does not
      impair the Collateral.

    


    5.2.          At
      any time an Event of Default exists or has occurred and is continuing, and
      any
      applicable cure period has expired, all rights of Debtors, upon notice given
      by
      Collateral Agent, to exercise the voting power and receive payments, which
      it
      would otherwise be entitled to pursuant to Section 5.1, shall cease and all
      such
      rights shall thereupon become vested in Collateral Agent, which shall thereupon
      have the sole right to exercise such voting power and receive such
      payments.

    


    5.3           All
      dividends, distributions, interest and other payments which are received by
      Debtors contrary to the provisions of Section 5.2 shall be received in trust
      for
      the benefit of Collateral Agent as security and Collateral for payment of the
      Obligations shall be segregated from other funds of Debtors, and shall be
      forthwith paid over to Collateral Agent as Collateral in the exact form received
      with any necessary endorsement and/or appropriate stock powers duly executed
      in
      blank, to be held by Collateral Agent as Collateral and as further collateral
      security for the Obligations.

    


    6.           Further
      Action By Debtors; Covenants and Warranties.

    


    6.1           Collateral
      Agent at all times shall have a perfected security interest in the
      Collateral.  Each Debtor represents that it has and will continue to
      have full title to the Collateral free from any liens, leases, encumbrances,
      judgments or other claims, other than the security interest granted herein,
      “Permitted Liens”, as such term is defined in the _____________, and the
      security interests described in Schedule 6.1.  The
      Collateral Agent’s security interest in the Collateral constitutes and will
      continue to constitute a first, prior and indefeasible security interest in
      favor of Collateral Agent, subject only to the security interests described
      on
Schedule 6.1.  Each Debtor will do all acts and
      things, and will execute and file all instruments (including, but not limited
      to, security agreements, financing statements, continuation statements, etc.)
      reasonably requested by Collateral Agent to establish, maintain and continue
      the
      perfected security interest of Collateral Agent in the perfected Collateral,
      and
      will promptly on demand, pay all costs and expenses of filing and recording,
      including the costs of any searches reasonably deemed necessary by Collateral
      Agent from time to time to establish and determine the validity and the
      continuing priority of the security interest of Collateral Agent, and also
      pay
      all other claims and charges that, in the opinion of Collateral Agent, exercised
      in good faith, are reasonably likely to materially prejudice, imperil or
      otherwise affect the Collateral or Collateral Agent’s or Lenders’ security
      interests therein.


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    6.2           Except
      in connection with sales of Collateral, in the ordinary course of business,
      for fair value, and except for Collateral which is substituted by assets of
      identical or greater value (with the consent of the Collateral Agent) or which
      is inconsequential in value, each Debtor will not sell, transfer, assign or
      pledge those items of Collateral (or allow any such items to be sold,
      transferred, assigned or pledged), without the prior written consent of
      Collateral Agent other than a transfer of the Collateral to a wholly-owned
      United States formed and located subsidiary or to another Debtor on prior notice
      to Collateral Agent, and provided the Collateral remains subject to the security
      interest herein described.  Although Proceeds of Collateral are
      covered by this Agreement, this shall not be construed to mean that Collateral
      Agent consents to any sale of the Collateral, except as provided
      herein.  Sales of Collateral in the ordinary course of business shall
      be free of the security interest of Lenders and Collateral Agent and Lenders
      and
      Collateral Agent shall promptly execute such documents (including without
      limitation releases and termination statements) as may be required by Debtors
      to
      evidence or effectuate the same.

    


    6.3           Each
      Debtor will, at all reasonable times during regular business hours and upon
      reasonable notice, allow Collateral Agent or its representatives free and
      complete access to the Collateral and all of such Debtor’s records which in
      any way relate to the Collateral, for such inspection and examination as
      Collateral Agent reasonably deems necessary.

    


    6.4           Each
      Debtor, at its sole cost and expense, will protect and defend this Security
      Agreement, all of the rights of Collateral Agent and Lenders hereunder, and
      the
      Collateral against the claims and demands of all other persons.

    


    6.5           Debtors
      will promptly notify Collateral Agent of any levy, distraint or other seizure
      by
      legal process or otherwise of any part of the Collateral, and of any threatened
      or filed claims or proceedings that are reasonably likely to affect or impair
      any of the rights of Collateral Agent under this Security Agreement in any
      material respect.

    


    6.6           Each
      Debtor, at its own expense, will obtain and maintain in force insurance policies
      covering losses or damage to those items of Collateral which constitute physical
      personal property, which insurance shall be of the types customarily insured
      against by companies in the same or similar business, similarly situated, in
      such amounts (with such deductible amounts) as is customary for such companies
      under the same or similar circumstances, similarly situated.  Debtors
      shall make the Collateral Agent a loss payee thereon to the extent of its
      interest in the Collateral. Collateral Agent is hereby irrevocably (until the
      Obligations are paid in full) appointed each Debtor’s attorney-in-fact to
      endorse any check or draft that may be payable to such Debtor so that Collateral
      Agent may collect the proceeds payable for any loss under such
      insurance.  The proceeds of such insurance, less any costs and
      expenses incurred or paid by Collateral Agent in the collection thereof, shall
      be applied either toward the cost of the repair or replacement of the items
      damaged or destroyed, or on account of any sums secured hereby, whether or
      not
      then due or payable.

    


    6.7           Collateral
      Agent may, at its option, and without any obligation to do so, pay, perform
      and
      discharge any and all amounts, costs, expenses and liabilities herein agreed
      to
      be paid or performed by Debtor upon Debtor’s failure to do
      so.  All amounts expended by Collateral Agent in so doing shall become
      part of the Obligations secured hereby, and shall be immediately due and payable
      by Debtor to Collateral Agent upon demand and shall bear interest at the lesser
      of 15% per annum or the highest legal amount allowed from the dates of such
      expenditures until paid.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    6.8           Upon
      the request of Collateral Agent, Debtors will furnish to Collateral Agent within
      five (5) business days thereafter, or to any proposed assignee of this Security
      Agreement, a written statement in form reasonably satisfactory to Collateral
      Agent, duly acknowledged, certifying the amount of the principal and interest
      and any other sum then owing under the Obligations, whether to its knowledge
      any
      claims, offsets or defenses exist against the Obligations or against this
      Security Agreement, or any of the terms and provisions of any other agreement
      of
      Debtors securing the Obligations.  In connection with any assignment
      by Collateral Agent of this Security Agreement, each Debtor hereby agrees to
      cause the insurance policies required hereby to be carried by such Debtor,
      if
      any, to be endorsed in form satisfactory to Collateral Agent or to such
      assignee, with loss payable clauses in favor of such assignee, and to cause
      such
      endorsements to be delivered to Collateral Agent within ten (10) calendar days
      after request therefor by Collateral Agent.

    


    6.9           Each
      Debtor will, at its own expense, make, execute, endorse, acknowledge, file
      and/or deliver to the Collateral Agent from time to time such vouchers,
      invoices, schedules, confirmatory assignments, conveyances, financing
      statements, transfer endorsements, powers of attorney, certificates, reports
      and
      other reasonable assurances or instruments and take further steps relating
      to
      the Collateral and other property or rights covered by the security interest
      hereby granted, as the Collateral Agent may reasonably require to perfect its
      security interest hereunder.

    


    6.10          Debtors
      represent and warrant that they are the true and lawful exclusive owners of
      the
      Collateral, free and clear of any liens and encumbrances other than Permitted
      Liens.

    


    6.11          Each
      Debtor hereby agrees not to divest itself of any right under the Collateral
      except as permitted herein absent prior written approval of the Collateral
      Agent, except to a subsidiary organized and located in the United States on
      prior notice to Collateral Agent provided the Collateral remains subject to
      the
      security interest herein described.

    


    6.12           Each
      Debtor shall cause each Subsidiary of such Debtor not in existence on the date
      hereof to execute and deliver to Collateral Agent promptly and in any event
      within ten (10) days after the formation, acquisition or change in status
      thereof (A) a guaranty guaranteeing the Obligations and (B) if requested by
      Collateral Agent, a security and pledge agreement substantially in the form
      of
      this Agreement together with (x) certificates evidencing all of the capital
      stock of each Subsidiary of and any entity owned by such Subsidiary, (y) undated
      stock powers executed in blank with signatures guaranteed, and (z) such opinion
      of counsel and such approving certificate of such Subsidiary as Collateral
      Agent
      may reasonably request in respect of complying with any legend on any such
      certificate or any other matter relating to such shares and (C) such other
      agreements, instruments, approvals, legal opinions or other documents reasonably
      requested by Collateral Agent in order to create, perfect, establish the first
      priority of or otherwise protect any lien purported to be covered by any such
      pledge and security agreement or otherwise to effect the intent that all
      property and assets of such Subsidiary shall become Collateral for the
      Obligations.  For purposes of this Agreement, “Subsidiary”
means, with respect to any entity at any date, any corporation, limited
      or
      general partnership, limited liability company, trust, estate, association,
      joint venture or other business entity) of which more than 30% of
      (A) the outstanding capital stock having (in the absence of contingencies)
      ordinary voting power to elect a majority of the board of directors or other
      managing body of such entity, (B) in the case of a partnership or limited
      liability company, the interest in the capital or profits of such partnership
      or
      limited liability company or (C) in the case of a trust, estate,
      association, joint venture or other entity, the beneficial interest in such
      trust, estate, association or other entity business is, at the time of
      determination, owned or controlled directly or indirectly through one or more
      intermediaries, by such entity.  Annex I annexed hereto
      contains a list of all Subsidiaries of the Debtors as of the date of this
      Agreement.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    7.           Power
      of Attorney.

    


    At
      any
      time after an Event of Default has occurred, and only after the applicable
      cure
      period as set forth in this Agreement and the other Transaction Documents,
      and
      is continuing, each Debtor hereby irrevocably constitutes and appoints the
      Collateral Agent as the true and lawful attorney of such Debtor, with full
      power
      of substitution, in the place and stead of such Debtor and in the name of such
      Debtor or otherwise, at any time or times, in the discretion of the Collateral
      Agent, to take any action and to execute any instrument or document which the
      Collateral Agent may deem necessary or advisable to accomplish the purposes
      of
      this Agreement.  This power of attorney is coupled with an interest
      and is irrevocable until the Obligations are satisfied.

    


    8.           Performance
      By The Collateral Agent.

    


    If
      a
      Debtor fails to perform any material covenant, agreement, duty or obligation
      of
      such Debtor under this Agreement, the Collateral Agent may, after any applicable
      cure period, at any time or times in its discretion, take action to effect
      performance of such obligation.  All reasonable expenses of the
      Collateral Agent incurred in connection with the foregoing authorization shall
      be payable by Debtors as provided in Paragraph 12.1 hereof.  No
      discretionary right, remedy or power granted to the Collateral Agent under
      any
      part of this Agreement shall be deemed to impose any obligation whatsoever
      on
      the Collateral Agent with respect thereto, such rights, remedies and powers
      being solely for the protection of the Collateral Agent.

    


    9.           Event
      of Default.

    


    An
      event
      of default (“Event of Default”) shall be deemed to have occurred hereunder upon
      the occurrence of any event of default as defined and described in this
      Agreement, in the Notes, the Subscription Agreement, and any other agreement
      to
      which one or more Debtors and a Lender are parties relating to the
      Offering.   Upon and after any Event of Default, and after the
      applicable cure period, if any, any or all of the Obligations shall become
      immediately due and payable at the option of the Collateral Agent, for the
      benefit of the Lenders, and the Collateral Agent may dispose of Collateral
      as
      provided below.  A default by Debtor of any of its material
      obligations pursuant to this Agreement and any of the Transaction Documents
      (as
      defined in the Subscription Agreement) shall be an Event of Default hereunder
      and an “Event of Default” as defined in the Notes, and Subscription
      Agreement.

    


    10.           Disposition
      of Collateral.

    


    Upon
      and
      after any Event of Default which is then continuing, and after any
      applicable cure period:

    


    10.1           The
      Collateral Agent may exercise its rights with respect to each and every
      component of the Collateral, without regard to the existence of any other
      security or source of payment for the Obligations.  In addition to
      other rights and remedies provided for herein or otherwise available to it,
      the
      Collateral Agent shall have all of the rights and remedies of a lender on
      default under the Uniform Commercial Code then in effect in the State of New
      York.

    


    10.2           If
      any notice to Debtors of the sale or other disposition of Collateral is required
      by then applicable law, five (5) business days prior written notice (which
      Debtors agree is reasonable notice within the meaning of Section 9.612(a) of
      the
      Uniform Commercial Code) shall be given to Debtors of the time and place of
      any
      sale of Collateral which Debtors hereby agree may be by private
      sale.  The rights granted in this Section are in addition to any and
      all rights available to Collateral Agent under the Uniform Commercial
      Code.


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    10.3          The
      Collateral Agent is authorized, at any such sale, if the Collateral Agent deems
      it advisable to do so, in order to comply with any applicable securities laws,
      to restrict the prospective bidders or purchasers to persons who will represent
      and agree, among other things, that they are purchasing the Collateral for
      their
      own account for investment, and not with a view to the distribution or resale
      thereof, or otherwise to restrict such sale in such other manner as the
      Collateral Agent deems advisable to ensure such compliance.  Sales
      made subject to such restrictions shall be deemed to have been made in a
      commercially reasonable manner.

    


    10.4           All
      proceeds received by the Collateral Agent for the benefit of the Lenders in
      respect of any sale, collection or other enforcement or disposition of
      Collateral, shall be applied (after deduction of any amounts payable to the
      Collateral Agent pursuant to Paragraph 12.1 hereof) against the Obligations
      pro
      rata among the Lenders in proportion to their interests in the
      Obligations.   Upon payment in full of all Obligations, Debtors
      shall be entitled to the return of all Collateral, including cash, which has
      not
      been used or applied toward the payment of Obligations or used or applied to
      any
      and all costs or expenses of the Collateral Agent incurred in connection with
      the liquidation of the Collateral (unless another person is legally entitled
      thereto).  Any assignment of Collateral by the Collateral Agent to
      Debtors shall be without representation or warranty of any nature whatsoever
      and
      wholly without recourse.  To the extent allowed by law, each Lender
      may purchase the Collateral and pay for such purchase by offsetting up to such
      Lender’s pro rata portion of the purchase price with sums owed to such Lender by
      Debtors arising under the Obligations or any other source.

    


    11.           Waiver
      of Automatic Stay.   Debtor acknowledges and agrees that
      should a proceeding under any bankruptcy or insolvency law be commenced by
      or
      against Debtor, or if any of the Collateral should become the subject of any
      bankruptcy or insolvency proceeding, then the Collateral Agent should be
      entitled to, among other relief to which the Collateral Agent or Lenders may
      be
      entitled under the Note, Subscription Agreement and any other agreement to
      which
      the Debtor, Lenders or Collateral Agent are parties, (collectively “Loan
      Documents”) and/or applicable law, an order from the court granting immediate
      relief from the automatic stay pursuant to 11 U.S.C. Section 362 to permit
      the
      Collateral Agent to exercise all of its rights and remedies pursuant to the
      Loan
      Documents and/or applicable law.  Debtor EXPRESSLY WAIVES THE BENEFIT
      OF THE AUTOMATIC STAY IMPOSED BY 11 U.S.C. SECTION 362.  FURTHERMORE,
      Debtor EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER 11 U.S.C. SECTION 362
      NOR
      ANY OTHER SECTION OF THE BANKRUPTCY CODE OR OTHER STATUTE OR RULE (INCLUDING,
      WITHOUT LIMITATION, 11 U.S.C. SECTION 105) SHALL STAY, INTERDICT, CONDITION,
      REDUCE OR INHIBIT IN ANY WAY THE ABILITY OF THE COLLATERAL AGENT TO ENFORCE
      ANY
      OF ITS RIGHTS AND REMEDIES UNDER THE LOAN DOCUMENTS AND/OR APPLICABLE
      LAW.  Debtor hereby consents to any motion for relief from stay which
      may be filed by the Collateral Agent in any bankruptcy or insolvency proceeding
      initiated by or against Debtor, and further agrees not to file any opposition
      to
      any motion for relief from stay filed by the Collateral Agent.  Debtor
      represents, acknowledges and agrees that this provision is a specific and
      material aspect of this Agreement, and that the Collateral Agent would not
      agree
      to the terms of this Agreement if this waiver were not a part of this
      Agreement.  Debtor further represents, acknowledges and agrees that
      this waiver is knowingly, intelligently and voluntarily made, that neither
      the
      Collateral Agent nor any person acting on behalf of the Collateral Agent has
      made any representations to induce this waiver, that Debtor has been represented
      (or has had the opportunity to be represented) in the signing of this Agreement
      and in the making of this waiver by independent legal counsel selected by
      Debtor and that Debtor has had the opportunity to discuss this waiver with
      counsel.   Debtor further agrees that any bankruptcy or
      insolvency proceeding initiated by Debtor will only be brought in the Federal
      Court within the Southern District of New York.


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    12.           Miscellaneous.

    


    12.1                      Expenses.  Debtors
      shall pay to the Collateral Agent, on demand, the amount of any and all
      reasonable expenses, including, without limitation, attorneys’ fees, legal
      expenses and brokers’ fees, which the Collateral Agent may incur in connection
      with (a) sale, collection or other enforcement or disposition of Collateral;
      (b)
      exercise or enforcement of any the rights, remedies or powers of the Collateral
      Agent hereunder or with respect to any or all of the Obligations upon
      breach or threatened breach; or (c) failure by Debtors to perform and observe
      any agreements of Debtors contained herein which are performed by the Collateral
      Agent.

    


    12.2                      Waivers,
      Amendment and Remedies.  No course of dealing by the Collateral
      Agent and no failure by the Collateral Agent to exercise, or delay by the
      Collateral Agent in exercising, any right, remedy or power hereunder shall
      operate as a waiver thereof, and no single or partial exercise thereof shall
      preclude any other or further exercise thereof or the exercise of any other
      right, remedy or power of the Collateral Agent.  No amendment,
      modification or waiver of any provision of this Agreement and no consent to
      any
      departure by Debtors therefrom, shall, in any event, be effective unless
      contained in a writing signed by the Collateral Agent, and then such waiver
      or
      consent shall be effective only in the specific instance and for the specific
      purpose for which given.  The rights, remedies and powers of the
      Collateral Agent, not only hereunder, but also under any instruments and
      agreements evidencing or securing the Obligations and under applicable law
      are
      cumulative, and may be exercised by the Collateral Agent from time to time
      in
      such order as the Collateral Agent may elect.

    


    12.3                      Notices.  All
      notices or other communications given or made hereunder shall be in writing
      and
      shall be personally delivered or deemed delivered the first business day after
      being faxed (provided that a copy is delivered by first class mail) to the
      party
      to receive the same at its address set forth below or to such other address
      as
      either party shall hereafter give to the other by notice duly made under this
      Section:

    


    To
      Debtors:                                          Rim
      Semiconductor Company

    305
      NE
      102nd Avenue,
      Suite 350

    Portland,
      Oregon 97220

    Attn:
      Brad Ketch, CEO

    Fax:
      (503) 257-6700

    


    With
      a
      copy, which shall not constitute notice, by telecopier only to:

    


    Lawrence
      B. Mandala, Esq.

    Munck
      Butrus Carter, P.C.

    600
      Banner Place

    12770
      Coit Road

    Dallas,
      TX 75251

    Fax:
      (972) 628-3616

    


    To
      Lenders:                                       To
      the addresses and telecopier numbers set forth

    on
      Schedule A

    


    


    To
      the
      Collateral
      Agent:                     Barbara
      R. Mittman, Esq.

    551
      Fifth
      Avenue, Suite 1601

    New
      York,
      New York 10176

    Fax:
      (212) 697-3575


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    If
      to
      Debtor, Lender or Collateral Agent,

    with
      a
      copy by telecopier only to:

    


    Grushko
      & Mittman, P.C.

    551
      Fifth
      Avenue, Suite 1601

    New
      York,
      New York 10176

    Fax:
      (212) 697-3575

    


    Any
      party
      may change its address by written notice in accordance with this
      paragraph.

    


    12.4                      Term;
      Binding Effect.  This Agreement shall (a) remain in full
      force and effect until payment and satisfaction in full of all of the
      Obligations; (b) be binding upon each Debtor, and its successors and permitted
      assigns; and (c) inure to the benefit of the Collateral Agent, for the benefit
      of the Lenders and their respective successors and assigns.

    


    12.5                      Captions.  The
      captions of Paragraphs, Articles and Sections in this Agreement have been
      included for convenience of reference only, and shall not define or limit the
      provisions hereof and have no legal or other significance
      whatsoever.

    


    12.6                      Governing
      Law; Venue; Severability.  This Agreement shall be governed by and
      construed in accordance with the laws of the State of New York without regard
      to
      conflicts of laws principles that would result in the application of the
      substantive laws of another jurisdiction, except to the extent that the
      perfection of the security interest granted hereby in respect of any item of
      Collateral may be governed by the law of another jurisdiction.  Any
      legal action or proceeding against a Debtor with respect to this Agreement
      may
      be brought in the courts in the State of New York or of the United States for
      the Southern District of New York, and, by execution and delivery of this
      Agreement, each Debtor hereby irrevocably accepts for itself and in respect
      of
      its property, generally and unconditionally, the jurisdiction of the aforesaid
      courts.  Each Debtor hereby irrevocably waives any objection which
      they may now or hereafter have to the laying of venue of any of the aforesaid
      actions or proceedings arising out of or in connection with this Agreement
      brought in the aforesaid courts and hereby further irrevocably waives and agrees
      not to plead or claim in any such court that any such action or proceeding
      brought in any such court has been brought in an inconvenient
      forum.  If any provision of this Agreement, or the application thereof
      to any person or circumstance, is held invalid, such invalidity shall not affect
      any other provisions which can be given effect without the invalid provision
      or
      application, and to this end the provisions hereof shall be severable and the
      remaining, valid provisions shall remain of full force and effect.

    


    12.7                      Entire
      Agreement.  This Agreement contains the entire agreement of the
      parties and supersedes all other agreements and understandings, oral or written,
      with respect to the matters contained herein.

    


    12.8                      Counterparts/Execution.  This
      Agreement may be executed in any number of counterparts and by the different
      signatories hereto on separate counterparts, each of which, when so executed,
      shall be deemed an original, but all such counterparts shall constitute but
      one
      and the same instrument.  This Agreement may be executed by facsimile
      signature and delivered by facsimile transmission.

    


    13.           Intercreditor
      Terms.  As between the Lenders, any distribution under paragraph
      10.4 shall be made proportionately based upon the remaining principal amount
      (plus accrued and unpaid interest) to each as to the total amount then owed
      to
      the Lenders as a whole.  The rights of each Lender hereunder are
pari passu to the rights of the other Lenders hereunder.  Any
      recovery hereunder shall be shared ratably among the Lenders according to the
      then remaining principal amount owed to each (plus accrued and unpaid interest)
      as to the total amount then owed to the Lenders as a whole.


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    14.           Termination;
      Release.  When the Obligations have been indefeasibly paid and
      performed in full or all outstanding Convertible Notes have been converted
      to common stock pursuant to the terms of the Convertible Notes and the
      Subscription Agreements, this Agreement shall  terminate, and the
      Collateral Agent, at the request and sole expense of the Debtors, will execute
      and deliver to the Debtors the proper instruments (including UCC termination
      statements) acknowledging the termination of the Security Agreement, and duly
      assign, transfer and deliver to the Debtors, without recourse, representation
      or
      warranty of any kind whatsoever, such of the Collateral, including, without
      limitation, Securities and any Additional Collateral, as may be in the
      possession of the Collateral Agent.

    


    15.           Collateral
      Agent.

    


    15.1                      Collateral
      Agent Powers.  The powers conferred on the Collateral Agent
      hereunder are solely to protect its interest (on behalf of the Lenders) in
      the
      Collateral and shall not impose any duty on it to exercise any such
      powers.

    


    15.2                      Reasonable
      Care.  The Collateral Agent is required to exercise reasonable
      care in the custody and preservation of any Collateral in its possession;
      provided, however, that the Collateral Agent shall be deemed to have exercised
      reasonable care in the custody and preservation of any of the Collateral if
      it
      takes such action for that purpose as any owner thereof reasonably requests
      in
      writing at times other than upon the occurrence and during the continuance
      of
      any Event of Default, and after any applicable cure period, but failure of
      the
      Collateral Agent to comply with any such request at any time shall not in itself
      be deemed a failure to exercise reasonable care.

    


    


    [THIS
      SPACE INTENTIONALLY LEFT BLANK]

    



    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the undersigned have executed and delivered this
      Agreement, as of the date first written above.

    


    
      	“DEBTOR”                                                                                     
              RIM
                SEMICONDUCTOR COMPANY

              a
                Utah corporation

              


              


              


              By:
                _____________________________________

              


              Its:
                _____________________________________

              


              


              “SUBSIDIARY”

              NV
                ENTERTAINMENT, INC.

              a
                California corporation

              


              


              


              By:
                _____________________________________

              


              Its:
                _____________________________________

            	
              “THE
                COLLATERAL AGENT”

              BARBARA
                R. MITTMAN

               

               

               

              
                 

                ____________________________________________

                 

                 

              

            
	
               

            	 
	  
              
               

               

              APPROVED
                BY “LENDERS”:

               

               

               

               

            
	 
              
              By:_____________________________________

              Print
                Name of Signator:______________________

            	 
              
              By:__________________________________________

              Print
                Name of
                Signator:___________________________

            


    

    


    


    


     

    


    This
      Agreement may be signed by facsimile signature and

    delivered
      by confirmed facsimile transmission.

    



    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


     

    
      SCHEDULE
        A TO SECURITY AGREEMENT

      


      


      
        	
                LENDERS

              	
                NOTE
                  PRINCIPAL

              	
                PURCHASE

                PRICE

              
	
                BESSIE
                  WEISS FAMILY PARTNERSHIP LP

                11627
                  Telegraph Road, Suite 200

                Santa
                  Fe Springs, CA 90676

                Fax:
                  (562) 861-2332

              	
                $277,777.77

              	
                $250,000.00

              
	
                BURSTEINE
                  & LINDSAY SECURITY CORP.

                140
                  Birmensdorfer Ste

                CH
                  8003 Zurich, Switzerland

                Fax:
                  4144 451-0946

              	
                $111,111.11

              	
                $100,000.00

              
	
                CMS
                  CAPITAL

                9612
                  Van Nuys Blvd. #108

                Panorama
                  City, CA 91402

                Fax:
                  (818) 907-3372

              	
                $333,333.33

              	
                $300,000.00

              
	
                CONGREGATION
                  SHAREI CHAIM

                128
                  Hadassah Lane

                Lakewood,
                  NJ 08701

                Fax:
                  (732) 367-9899

              	
                $194,444.44

              	
                $175,000.00

              
	
                BRIO
                  CAPITAL L.P.

                401
                  East 34th
                  Street, Suite 33C

                New
                  York, NY 10016

                Fax:
                  (646) 390-2158

              	
                $166,666.67

              	
                $150,000.00

              
	
                JOHN
                  M. FIFE

                303
                  East Wacker Drive #311

                Chicago,
                  IL 60601

                Fax:
                  (312) 819-9701

              	
                $277,777.77

              	
                $250,000.00

              
	
                ALPHA
                  CAPITAL ANSTALT

                Pradafant
                  7 Furstentums

                Vaduz,
                  Lichtenstein

                Fax:
                  011 423 232-3196

              	
                $333,333.33

              	
                $300,000.00

              
	
                BRISTOL
                  INVESTMENT FUND, LTD.

                c/o
                  Caledonian Fund Services Limited

                69
                  Dr. Roy’s Drive

                George
                  Town, Grand Cayman

                Cayman
                  Islands

                Fax:
                  (310) 696-0334

              	
                $333,333.33

              	
                $300,000.00

              
	
                DOUBLE
                  U MASTER FUND, L.P.

                Harbour
                  House,

                Waterfront
                  Drive, Road Town

                Tortola,
                  BVI

                Fax:
                  (284) 494-4771

              	
                $611,111.11

              	
                $550,000.00

                (surrender
                  of bridge note)

              
	
                WHALEHAVEN
                  CAPITAL FUND LIMITED

                c/o
                  FWS Capital Ltd.

                3rd
                  Floor, 14 Par-Laville Road

                Hamilton,
                  Bermuda HM08

                Fax:
                  (441) 295-5262

              	
                $333,333.33

              	
                $300,000.00

              
	
                HARBORVIEW
                  MASTER FUND LP

                2nd
                  Floor,
                  Harbour House, Waterfront Drive

                Road
                  Town, Tortola, British Virgin Islands

                Fax:
                  284-494-4771

              	
                $277,777.77

              	
                $250,000.00

              
	
                MONARCH
                  CAPITAL FUND LTD.

                2nd
                  Floor,
                  Harbour House, Waterfront Drive

                Road
                  Town, Tortola, British Virgin Islands

                Fax:
                  284-494-4771

              	
                $277,777.77

              	
                $250,000.00

              
	
                TOTALS

              	
                $3,527,777.73

              	
                $3,175,000.00

              


      

      


      

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        



    

    


    


    


    


    SCHEDULES
      TO

     

    SECURITY
      AGREEMENT

     

    by
      and among

     

    RIM
      SEMICONDUCTOR COMPANY,

    


    NV
      ENTERTAINMENT, INC.,

    


    and

    


    BARBARA
      R. MITTMAN,

    as
      Collateral Agent for the Benefit of the Certain Parties

     

     


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Schedule
      B

     

    Patents,
      Patents Pending and Applications

    


    
      	
              United
                States Patents:

               

            	 	 
	
              Title
                of Case

            	
              Patent
                No./

              Publication
                No.:

            	
                            Filing
                Date:

            
	 	 	 
	
              TIMING
                RECOVERY WITH

              MINIMUM
                JITTER MOVEMENT

            	
               

              6,138,244

            	
               

              09/30/1998

            
	 	 	 
	
              TURBO
                TRELLIS-CODED

              MODULATION

            	
               

              6,671,327

            	
               

              05/01/2000

            
	 	 	 
	
              METHOD
                AND APPARATUS FOR

              CONNECTING
                BROADBAND VOICE AND

              DATA
                SIGNALS TO TELEPHONE SYSTEMS

            	
               

               

                 
                6,674,845

            	
               

               

              06/21/2001

            
	 	 	 
	
              PRECURSOR
                DECISION FEEDBACK

              EQUALIZER
                (PDFE)

            	
               

              6,697,423

            	
               

              10/10/2000

            
	 	 	 
	
              PARALLEL
                TURBO TRELLIS-CODED

              MODULATION

            	
               

              6,757,859

            	
               

              05/01/2000

            
	 	 	 
	
              DMT
                BIT ALLOCATION WITH

              IMPERFECT
                TEQ

            	
               

              6,999,507

            	
               

              12/20/2000

            
	 	 	 
	
              SOFT-DECISION
                DECODING OF

              CONVOLUTIONALLY
                ENCODED

              CODEWORD

            	
               

               

              6,999,531

            	
               

               

              02/26/2001

            
	 	 	 
	
              METHOD
                AND SYSTEM FOR PERFORMING

              A
                FAST-FOURIER TRANSFORM

            	
               

              7,024,443

            	
               

              11/08/2002

            
	 	 	 
	
              METHOD
                AND APPARATUS FOR

              CONNECTING
                BROADBAND VOICE AND

              DATA
                SIGNALS TO TELEPHONE SYSTEMS

            	
               

               

              7,106,855

            	
               

               

              04/12/2001

            
	 	 	 
	
              FLEXIBLE
                BIT SELECTION USING TURBO

              TRELLIS-CODED
                MODULATION

            	
               

              2002/0136320

            	
               

              03/18/2002

            
	 	 	 


    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    


    
      	
               

              DMT
                PEAK REDUCTION WITHOUT

              AFFECTING
                TRANSMISSION SIGNAL

            	
               

              2002/0159550

            	
               

              03/01/2002

            
	 	 	 
	
              FAST
                FOURIER TRANSFORM SIGNAL

              PROCESSING

            	
               

              2003/0145026

            	
               

              01/30/2003

            
	
              METHOD
                OF REDUCING PEAK-TO-

              AVERAGE
                RATIO IN MULTI-CARRIER COMMUNICATIONS SYSTEMS

            	
               

               

              2005/0141410

            	
               

               

              10/29/2004

            
	 	 	 
	
              METHOD
                OF INCREASING CHANNEL

              CAPACITY
                OF FFT AND IFFT ENGINES

            	
               

              2005/0152409

            	
               

              10/29/2004

            
	 	 	 
	
              COMMUNICATING
                DATA USING

              WIDEBAND
                COMMUNICATIONS

            	
               

              2004/258168

            	
               

              08/30/2002

            
	 	 	 
	
              COMMUNICATING
                DATA USING

              WIDEBAND
                COMMUNICATIONS

            	
               

              2005/063479

            	
               

              08/30/2002

            


    

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    Schedule
      6.1

    


    Senior
      Security Interests

    


    To
      secure
      certain obligations under Senior Secured Promissory Notes issued pursuant to
      the
      Bridge Loan Agreement dated as of July 26, 2007, the Company executed a Security
      Interest Agreement dated as of July 26, 2007, by and among the Company, certain
      Secured Parties identified therein, and Kreiger & Prager, LLP, as agent for
      the Secured Parties. Under the terms of the Security Interest Agreement, the
      Company granted the Secured Parties a continuing security interest in all right,
      title and interest of the Company in and to all of the following, whether now
      owned or (except as with respect to Intellectual Property and general
      intangibles referred to below) hereafter acquired and wherever located: All
      assets of the Company, including, but not limited to: all personal and fixture
      property of every kind and nature, including without limitation all goods
      (including inventory, equipment and any accessions thereto), instruments
      (including promissory notes), documents, accounts (including accounts
      receivable), chattel paper (whether tangible or electronic), deposit accounts,
      letter-of-credit rights (whether or not the letter of credit is evidenced by
      a
      writing), commercial tort claims, securities and all other investment property,
      supporting obligations, any other contract rights or rights to the payment
      of
      money, insurance claims and proceeds, and all general intangibles now owned
      (including all payment intangibles); all Equipment; all Intellectual Property;
      and any and all claims, rights and interests in any of the above, and all
      guaranties and security for any of the above, and all substitutions and
      replacements for, additions, accessions, attachments, accessories, and
      improvements to, and proceeds (including proceeds of any insurance policies,
      proceeds of proceeds and claims against third parties) of, any and all of the
      above, and all Company’s books relating to any and all of the above. The Company
      will repay its obligations under the July 26, 2007 Bridge Loan Agreement with
      the proceeds received by the Company pursuant to the Subscription Agreement.
      Upon repayment of this Bridge Loan, the security interest will be
      released.



    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    ANNEX
      I

     

    TO

     

    SECURITY
      AGREEMENT

     

    PLEDGE
      AMENDMENT

     

    This
      Pledge Amendment, dated _________ __ 200_, is delivered pursuant to Section
      4.3
      of the Security Agreement referred to below.  The undersigned hereby
      agrees that this Pledge Amendment may be attached to the Security Agreement,
      dated December 5, 2007, as it may heretofore have been or hereafter may be
      amended, restated, supplemented or otherwise modified from time to time and
      that
      the shares listed on this Pledge Amendment shall be hereby pledged and assigned
      to Collateral Agent and become part of the Collateral referred to in such
      Security Agreement and shall secure all of the Obligations referred to in such
      Security Agreement.

    


    


    
      	
              Name
                of Issuer

            	
              Number

              of
                Shares

            	
              Class

            	
              Certificate

              Number(s)

            
	
               

              NV
                ENTERTAINMENT, INC.

            	 	 	 
	
               

               

            	 	 	 
	
               

               

            	 	 	 
	
               

               

            	 	 	 


    

    


    


    RIM
      SEMICONDUCTOR COMPANY

    


    


    


    


    By:   _____________________________________

    


     

     

    18