AMENDMENT
NO. 3 TO


7% SENIOR
SECURED CONVERTIBLE DEBENTURE


SERIES
06-0IC DUE MARCH 10, 2008




Holder:
Professional Offshore Opportunity Fund, Ltd.




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, as 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 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 theDebenture.




2.
            Consideration.
      In consideration of Holder's execution of this SecondAmendment
      and extension of the Maturity Date to June 10, 2008, the Company agrees to
      pay Holder $15,000.00 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 May
      30, 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 andunderstandings betweenthe 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 forceand
effect and the same are hereby ratified and confirmed. In connection with thisAmendment and the transactions contemplated hereby, each of the
parties agrees toexecute 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 Agreementand thetransactions contemplated hereby.




[Signature
Page Follows]







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









HOLDER:
              
              PROFESSIONAL
      OFFSHORE
              OPPORTUNITY
      FUND,LTD
              
              
              By:/s/ Howard
      Berger
              Name:  Howard
      Berger
              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