EXHIBIT
9




AMENDMENT
TO


7% SENIOR
SECURED CONVERTIBLE DEBENTURE


SERIES
06-01C DUE MARCH 10, 2008





Holder:   Professional
Offshore Opportunity Fund, Ltd..





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




The
Parties agree to amend certain terms of the Debenture, as follows, effective as
of March 18, 2008.





1.
            Maturity Date;
      Waiver.  Holder and the Company agree that the “Maturity
      Date” of the Debenture shall be April 10, 2008.  Holder agrees
      to waive any Event of Default that may have occurred or be deemed to have
      occurred prior to the date hereof that is related to or arises from the
      failure to pay amounts due under the
Debenture.





2.
            Consideration.  In
      consideration of Holder’s execution of this Amendment and extension of the
      Maturity Date to April 10, 2008, the Company agrees to pay Holder $15,000
      within seven (7) days after Holder’s execution of this
      Amendment.





3.
            Execution
      Date.  This Amendment and the terms contained herein
      shall be considered null and void if a copy of this Amendment executed by
      Holder is not received by the Company by mail, fax or email by 5pm,
      Pacific time, on March 19, 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]




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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of March 18,
2008.









HOLDER:
              PROFESSIONAL
      OFFSHOREOPPORTUNITY FUND, LTD.
              
              By:
      /s/ Marc K. Swickle
              Name: Marc
      K. Swickle
              Title:
      Manager
              
              RIM
      SEMICONDUCTOR COMPANY
              
              By:
      /s/ Brad Ketch
              Brad
      Ketch
              President
      and Chief Executive Officer
              
              Rim
      Semiconductor Company
              305
      NE 102nd
      Ave, Suite 350
              Portland,
      OR 97220
              Fax:  503.257.6622
              Email:
      BKetch@rimsemi.com


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