AMENDMENT
NO. 3 TO


7% SENIOR
SECURED CONVERTIBLE DEBENTURE


SERIES
06-01C DUE MARCH 10, 2008




Holder:
Generation Capital Associates




This
Amendment Number 3 ("Third Amendment") to 7% Senior Secured Convertible
Debenture Series 06-01C due March 10, 2008 (the "Debenture"), is entered into
between Rim Semiconductor Company, a Utah corporation (the "Company") and the
Holder named above. Terms not otherwise defined or amended herein shall have the
meanings ascribed to them in the Debenture.




The
Parties agree to amend certain terms of the Debenture, follows, effective as of
May 29, 2008.




1.
            Maturity Date;
      Waiver. Holder and the Company agree that the "MaturityDate"
      of the Debenture shall be June , 2008. Holder agrees to waive any Event of
      Default that may have occurred or be deemed to have occurred prior to the
      date hereof that is related to or arises from the failure to pay amounts
      due under the Debenture.




2.
            Consideration.
      In consideration of Holder's execution of this ThirdAmendment
      and extension of the Maturity Date to June 29, 2008, the Company agrees to
      pay Holder $8,181.82 on June 5,
2008.




3.
            Execution Date.
      This Amendment and the terms contained herein shall beconsidered
      null and void if a copy of this Amendment executed by Holder is not
      received by the Company by mail, fax or email by 5pm, Pacific time, on
      June 4, 2008-. Contact information is set forth on the signature page
      hereto.




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




[Signature
Page Follows]












IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of May 29,
2008.




HOLDER:
                
                GENERATION
      CAPITAL ASSOCIATES.
                
                By:  /s/
      David A. Raperport
                Name:  David
      A. Raperport
                Title:
      EVP & GC
                
                RIM
      SCONDUCTOR COMPANY
                
                By:  /s/
      Brad Ketch
                Brad
      Ketch
                President
      and Chief Executive Officer
                
                Rim
      Semiconductor Company
                305
      NE 102nd
      Ave, Suite 350
                Portland,
      OR 97220
                Fax:
      503.257.6622
                Email:BKetch@rimsemi.com