**AMERICAN
      PROPERTY MANAGEMENT CORP.**


**2154
      N.E. Broadway Portland, Oregon 97232**


**Mailing
      Address: P.O. Box 12127, Portland, Oregon 97212**


**Phone
      503-281-7779 Fax 503-460-2616**





**FIRST
      AMENDMENT TO LEASE**


**LEASE
      EXTENSION/PREMISES EXPANSION**


Date:
      March 8, 2006





AMERICAN
      PROPERTY MANAGEMENT Account #C-321-5207-02





The
      original LEASE dated March 2, 2005, between AMERICAN PROPERTY MANAGEMENT CORP.
      as agent for and on behalf of WESTON INVESTMENT CO. LLC ("LESSOR"), and New
      Visual Corporation, a Utah corporation ("LESSEE " ),
      for
      Suite #105 consisting of approximately 1,119 rentable square feet ("Premises")
      in the Multnomah Plaza Building shall be amended as follows:





If
      any
      provisions contained in this First Amendment to Lease are inconsistent with
      any
      other provisions of the LEASE, the provisions contained in this First Amendment
      to Lease shall control.





Article
      1 **ACCOUNT
      NUMBER**





Page
      One
      of the LEASE shall be changed as follows:




The
      account number shall include #C-321-5206-02




Article
      2 **LESSEE
      NAME**





Page
      One
      of the LEASE shall be changed as follows:





LESSEE'S
      name shall read: Rim Semiconductor Company, a Utah corporation





Article
      3 **PREMISES**





Page
      One
      of the LEASE shall be amended with the addition of the following:





Commencing
      April 1, 2006, subject to delivery of possession, the Premises shall include
      Suite #103 consisting of approximately 1,475 rentable square feet ("Expansion Space")
      for a
      total of 2,594 rentable square feet.










Article
      4 **EXTENSION
      TERM**





The
      Lease
      term shall be extended for a period of one (1) year commencing April 1, 2008
      and
      terminating March 31, 2009 ("Extension Term").




Article
      5 **EXPANSION
      SPACE BASE RENTAL**





Commencing
      April 1, 2006, or upon delivery of possession, whichever is later, the base
      rental for the Expansion Space shall be $2,212.50 per month for a total of
      $3,989.38.





Article
      6 **STANDARD
      OF MEASUREMENT**




Section
      #1.1 of the LEASE, "Standard of Measurement," shall be amended with the addition
      of Suite #103:





A.) Useable
      Square Footage





Is
      that
      area from the center of the tenant demising wall to the center of the opposite
      tenant demising wall which is established by the American National Standard
      Method of Measurement of Office Floor Space (ANSI Z651-1980) and the Building
      Owners and Manager Association (BOMA).





B.) Load
      Factor





Is
      a
      percentage of all the Building common areas such as Building lobby, elevator
      lobbies, common hallways, common restrooms, common utility service closets,
      common conference room, common canteen/kitchen lounge areas and designated
      smoking areas. Not calculated is vertical floor penetrations such as stairways,
      elevator shafts or mechanical shafts.





C.) Rentable
      Square Footage





Is
      the
      calculated useable square footage plus a percentage of the common area of the
      building. The total of the two equal rentable square footage.





Formula:


Expansion
      Space, Suite #103


1,283
      useable square feet + 15% Load Factor =1,475 rentable square feet





Note:
      The actual common
      area square footage exceeds the
      15%
      Load Factor of
      the Lease.





These
      square footages are approximations only and may vary from the actual square
      footage. Prior to
      occupancy LESSEE
      may inspect and measure the Expansion Space
      to
      confirm the square














footage.
      As of occupancy LESSEE shall be deemed to have accepted the Expansion Space,
      and will
      be
      deemed to have waived any objection to the square footage approximations set
      forth herein.




Article
      7 **SECURITY
      DEPOSIT**





Section
      #4.1, "Security Deposit " ,
      shall
      be amended with the addition of the following:





The
      LESSEE shall submit with this signed First Amendment to Lease the Expansion
      Space Base Rent for the first month of the expansion term and an additional
      "Security Deposit" of $2,212.50 which shall be held by LESSOR together with
      the
      "Security Deposit" currently deposited with the LESSOR under the original Lease
      ($1,725.13). The "Security Deposit" equal to one (1) month's base rent of
      $3,937.63 shall be held by the LESSOR in accordance with the provisions of
      the
      original LEASE.





Article
      8 **PARKING**





Section
      #30.1, "Parking" shall be amended with the addition of the
      following:





LESSEE'S
      parking shall increase by four (4) parking spaces for a total of seven (7)
      nonexclusive parking spaces.





Article
      9 **RENT
      SCHEDULE**





Section
      #37.1 of the LEASE, "Rent Schedule", shall be amended with the
      following:




The
      base
      rent schedule shall be as follows:




**Base
                Rent**
            **Existing
                Space**
            **Expansion
                Space**
            
            **Total
                Monthly Rent**April
                1, 2006 - March 31, 2007
            $1,776.88
            $2,212.50
            =
            $3,989.38April
                1, 2007 - March 31, 2008
            $1,830.19
            $2,278.88
            =
            $4,109.07April
                1, 2008 - March 31, 2009
            $1,885.10
            $2,347.25
            =
            $4,232.35





Amount
      shall be paid to bring the Security Deposit up to the newly adjusted base
      rental.




Article
      10 **UTILITY
      ADJUSTMENT**




Section
      #37.2 of the LEASE, "Utility Adjustment," shall be deleted and replaced with
      the
      following:





LESSEE
      shall pay as Additional Rent, one (1) time per year, LESSEE'S proportionate
      share of any increase in basic utility costs for the Building.





The
      base
      period shall be January 2005 through December, 2005, during which time the
      actual utility costs were (TBD). The comparison period shall be defined as
      the
      twelve calendar month














period
      directly following the base period and every consecutive twelve calendar month
      period thereafter. The actual utility costs shall be defined as all Building
      meter accounts paid by the LESSOR. For the purposes of the utility adjustment,
      the Utility Building size shall be the actual useable square feet less any
      space
      separately metered or submetered or 41,517 square feet and the LESSEE'S pro-rata
      share is 5.43% which is based on the actual Premises useable square feet divided
      by the Utility Building size. Since the useable square feet of the Building
      can
      change, the above Utility Building size and LESSEE'S pro-rata share is subject
      to change.





The
      one
      (1) time per year utility payment, if any, shall be paid by the LESSEE every
      April 1st , starting April 1, 2007, and shall be calculated as
      follows:





First,
      before any comparison of utility costs is made, the base period actual utility
      costs shall be increased by the CPI percentage change using the base period
      CPI
      compared to the comparison period CPI to create an "adjusted" base amount.
      Next,
      the "adjusted " base
      amount shall be subtracted from the comparison period actual utility costs.
      Last, the difference shall be multiplied by the LESSEE'S pro-rata share. This
      amount will be due and payable as a one (1) time per year Additional
      Rent charge paid by the LESSEE every April 1st **,** **** starting
      April 1, 2007. An example is as
      follows:





Example





1.)
            Actual
                Building Size
            20,000
                useable sq. ft.2.)
            Building
                Tenants who pay their utilities direct on separate meters or separately
                read submeters
            2,500
                useable sq. ft.3.)
            Adjusted
                Building Size
            17,500
                useable sq. ft.4.)
            LESSEE'S
                Premises =
            1,000
                useable sq. ft.5.)
            LESSEE'S
                pro-rata share =
            5.7%6.)
            Actual
                Utility Costs duringBasePeriodfor Entire Building
            $17,500.00
                ($1.00/rsf/yr)7.)
            Base
                Period CPI
            183.5
                (May 2003)8.)
            Comparison
                Period CPI
            194.4
                (May 2005)7.)
            CPI
                Percentage Increase
            x        
                5.9%8.)
            "Adjusted"
                Base Amount
            $18,532.509.)
            Actual
                Utility Costs during Comparison Period for Entire Building
            $19,600.00
                (12%increase)10.)
            Difference
                between Comparison Period Actual Utility Costs and "Adjusted" Base
                Amount
            $
                1,067.5011.)
            Tenant's
                annual Pro-rata Share 5.7% or $60,85, which is a one (1) time per
                year
                payment made by the LESSEE.










Article
      11 **INTERIOR
      DESIGN AND MODIFICATION**





Section
      #41.1, "Interior Design and Modification" shall be amended with the addition
      of
      the following:




Existing
      Space, Suite #105 shall be improved based on the attached Exhibit "B-3" Space
      Plan, incorporated herein by reference.





Expansion
      Space, Suite #103 shall be improved based on the attached Exhibit "B-3" Space
      Plan, incorporated herein by reference.





Article
      12 **LESSOR
      AGREED TENANT IMPROVEMENTS**





Section
      #42.1, "Lessor Agreed Tenant Improvements" shall be amended with the addition
      of
      the following:





Existing
      Space, Suite #105, shall be improved based on the attached Exhibit "C-1"
      Interior Space Work Agreement for Suites #103 & #105, incorporated herein by
      reference.





Expansion
      Space, Suite #103, shall be improved based on the attached Exhibit "C-1"
      Interior Space Work Agreement for Suite #103 & #105, incorporated herein by
      reference.





The
      LESSEE'S contact person for scheduling tenant improvements is Brad Ketch, phone
      (503) 257-6760. If LESSOR arrives to perform tenant improvements on a mutually
      agreed date and LESSEE is either not ready (ie: furniture and equipment is
      not
      three (3) feet away from walls, etc.) or LESSEE wishes to reschedule and denies
      LESSOR access, the LESSOR shall have the option to reschedule at least thirty
      (30) days out and charge LESSEE a $150.00 rescheduling fee.





If
      any
      provisions contained in this Exhibit "C-1 " Interior
      Space Work Agreement are inconsistent with any other provisions contained in
      this LEASE (ie: Exhibit "13-1", "B-2", or "B-3" Space Plan), the provisions
      contained in this Exhibit "C-1" Interior Space Work Agreement shall
      control.





Article
      13 **FLOOR
      PLAN**





See
      attached Exhibit "E-1" Floor Plan, incorporated herein by reference.




Article
      14 **COMPLETE
      AGREEMENT**





The
      signing of this First Amendment to Lease by the parties hereto constitutes
      a
      Lease between them incorporating all of the terms and conditions contained
      in
      the original LEASE heretofore made between LESSEE and LESSOR, or LESSOR'S
      predecessor in interest, except as modified by the terms of this First Amendment
      to Lease. If any provisions contained in this First Amendment to Lease are
      inconsistent with any other provisions of the original LEASE, the provisions
      in
      this First Amendment to Lease shall control. This First Amendment to Lease
      is to
      be attached to the original LEASE, which is to be deemed a part of it. This
      First Amendment to Lease shall not
      be












binding
      at the sole option of the LESSOR if, as of the commencement date of the
      Extension Term herein, the LESSEE is in default under any of the provisions
      of
      the original LEASE above described.





**Article
      15** **EXPIRATION
      OF OFFER**





This
      offer to amend the LEASE shall expire at the sole option of the LESSOR if this
      Lease Amendment is not signed by the LESSEE and delivered to the LESSOR with
      no
      changes and accompanied by appropriate prepaid monies by March 14,
      2006.





All
      other
      terms and conditions of the LEASE shall apply.












IN
      WITNESS WHEREOF, the respective parties have executed this instrument in
      duplicate on this, the day,
      the month, and the year hereinbelow written, any corporation signature being
      by
      authority of its Board of Directors.






LESSOR:
            
            LESSEE:AMERICAN
                PROPERTY MANAGEMENT CORP.
            
            Rim
                Semiconductor Company,As
                agent for and on behalf of
            
            a
                Utah corporationWESTON
                INVESTMENT CO. LLC/s/
                Douglas D. Lindholm
            
            /s/
                Brad KetchDouglas
                D. Lindholm
            
            Brad
                KetchVice
                President of Commercial Property
            
            PresidentDate:
                3/10/06
            
            Date:
                3/8/06