**EXHIBIT
      10.3**




**ANNEX
      IV**


**TO**


**BRIDGE
      LOAN AGREEMENT**


**(PROTOTYPE
      FOR EACH ISSUANCE)**




**FORM
      OF WARRANT**




THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED
      FOR
      SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
      OR
      AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH
      REGISTRATION IS NOT REQUIRED.






**RIM
      SEMICONDUCTOR COMPANY**




COMMON
      STOCK PURCHASE WARRANT




1.    Issuance.
      In consideration of good and valuable consideration, the receipt and sufficiency
      of which is hereby acknowledged by **RIM SEMICONDUCTOR COMPANY**, a
      Utah corporation (the “Company”), **____________________**, or
      registered assigns (the “Holder”) is hereby granted the right to purchase at any
      time, on or after the Commencement Date (as defined below) until 5:00 P.M.,
      New
      York City time, on _____________, 20121 (the “Expiration Date”),
      _____________ Thousand _______ (__________)2 fully paid and
      nonassessable shares of the Company’s Common Stock, $0.001 par value per share
      (the “Common Stock”), at an initial exercise price per share (the “Exercise
      Price) of $0.10 per share, subject to further adjustment as set forth herein.
      This Warrant is being issued pursuant to the terms of that certain Bridge Loan
      Agreement, dated as of March 26, 2007 (the “Agreement”), to which the Company
      and Holder (or Holder’s predecessor in interest) are parties. Capitalized terms
      not otherwise defined herein shall have the meanings ascribed to them in the
      Agreement. This Warrant was originally issued to the Holder of the Holder’s
      predecessor in interest on _____________, 20073 (the “Issue Date”).








1Insert date which the later of March 31, 2012 or the last calendar of
      the
      month in which the fifth anniversary
      of the Closing Date occurs.




2Insert amount equal to Lender’s Allocable Share of 3,333,333
      shares.




3Insert the Closing Date.




1







2. Exercise
      of Warrants .




2.1 General .




(a) This
      Warrant
      is exercisable in whole or in part at any time and from time to time commencing
      on the Commencement Date (as defined below). Such exercise shall be effectuated
      by submitting to the Company (either by delivery to the Company or by facsimile
      transmission as provided in Section 8 hereof) a completed and duly executed
      Notice of Exercise (substantially in the form attached to this Warrant
      Certificate) as provided in the Notice of Exercise (or revised by notice given
      by the Company as contemplated by the Section headed "NOTICES" in the
      Agreement). The date such Notice of Exercise is faxed to the Company shall
      be
      the “Exercise Date,” provided that, if such exercise represents the full
      exercise of the outstanding balance of the Warrant, the Holder of this Warrant
      tenders this Warrant Certificate to the Company within five (5) Trading Days
      thereafter. The Notice of Exercise shall be executed by the Holder of this
      Warrant and shall indicate (i) the number of shares then being purchased
      pursuant to such exercise and (ii) if applicable (as provided below), whether
      the exercise is a cashless exercise.




(b) The
      provisions of this Section 2.1(b) shall only be applicable on or after the
      first
      anniversary of the Issue Date, but shall not be applicable if, on the Exercise
      Date, there is an effective registration statement covering the resale of the
      Warrant Shares by the Holder. If the Notice of Exercise form elects a “cashless”
exercise, the Holder shall thereby be entitled to receive a number of shares
      of
      Common Stock equal to (w) the excess of the Current Market Value (as defined
      below) over the total cash exercise price of the portion of the Warrant then
      being exercised, divided by (x) the Market Price of the Common Stock as of
      the
      trading day immediately prior to the Exercise Date. For the purposes of this
      Warrant, the terms (y) “Current Market Value” shall mean an amount equal to the
      Market Price of the Common Stock as of the Trading Day immediately prior to
      the
      Exercise Date, multiplied by the number of shares of Common Stock specified
      in
      such Notice of Exercise Form, and (z) “Market Price of the Common Stock” shall
      mean the Closing Price (as defined below) of the Common Stock.




(c) If
      the Notice
      of Exercise form elects a “cash” exercise (or if the cashless exercise referred
      to in the immediately preceding paragraph (b) is not available in accordance
      with its terms), the Exercise Price per share of Common Stock for the shares
      then being exercised shall be payable, at the election of the Holder, in cash
      or
      by certified or official bank check or by wire transfer in accordance with
      instructions provided by the Company at the request of the Holder.




(d) The
      Exercise
      Price per share of Common Stock for the shares then being exercised shall be
      payable, at the election of the Holder, in cash or by certified or official
      bank
      check or by wire transfer in accordance with instructions provided by the
      Company at the request of the Holder.




(e) Upon
      the
      appropriate payment, if any, of the Exercise Price for the shares of Common
      Stock purchased, together with the surrender of this Warrant Certificate (if
      required), the Holder shall be entitled to receive a certificate or certificates
      for the shares of Common Stock so purchased. The Company shall deliver such
      certificates representing the Warrant Shares in accordance with the instructions
      of the Holder as provided in the Notice of Exercise (the certificates delivered
      in such manner, the “Warrant Share Certificates”) within three (3) Trading Days
      (such third Trading Day, a “Delivery Date”) of (i) with respect to a “cashless
      exercise,” the Exercise Date or, (ii) with respect to a “cash” exercise, the
      later of the Exercise Date or the date the payment of the Exercise Price for
      the
      relevant Warrant Shares is received by the Company.





(f) The
      Holder
      shall be deemed to be the holder of the shares issuable to it in accordance
      with
      the provisions of this Section 2.1 on the Exercise Date.





2


2.2 Limitation
      on Exercise .
      Notwithstanding the provisions of this Warrant, the Agreement or of the other
      Transaction Agreements, in no event (except (i) as specifically provided in
      this
      Warrant as an exception to this provision, (ii) during the forty-five (45)
      day
      period prior to the Expiration Date, or (iii) while there is outstanding a
      tender offer for any or all of the shares of the Company’s Common Stock) shall
      the Holder be entitled to exercise this Warrant, or shall the Company have
      the
      obligation to issue shares upon such exercise of all or any portion of this
      Warrant to the extent that, after such exercise the sum of (1) the number of
      shares of Common Stock beneficially owned by the Holder and its affiliates
      (other than shares of Common Stock which may be deemed beneficially owned
      through the ownership of the unexercised portion of the Warrants or other rights
      to purchase Common Stock or through the ownership of the unconverted portion
      of
      convertible securities), and (2) the number of shares of Common Stock issuable
      upon the exercise of the Warrants with respect to which the determination of
      this proviso is being made, would result in beneficial ownership by the Holder
      and its affiliates of more than 4.99% of the outstanding shares of Common Stock
      (after taking into account the shares to be issued to the Holder upon such
      exercise). For purposes of the proviso to the immediately preceding sentence,
      beneficial ownership shall be determined in accordance with Section 13(d) of
      the
      Securities Exchange Act of 1934, as amended (the “1934 Act”), except as
      otherwise provided in clause (1) of such sentence. Nothing herein shall preclude
      the Holder from disposing of a sufficient number of other shares of Common
      Stock
      beneficially owned by the Holder so as to thereafter permit the continued
      exercise of this Warrant.




2.3 Certain
      Definitions .
      As used
      herein, each of the following terms has the meaning set forth below, unless
      the
      context otherwise requires:




(a) “Commencement
      Date” means the date which is sixty-five (65) days after the Issue Date.




(b) “Closing
      Price” means the 4:00 P.M. closing bid price of the Common Stock on the
      Principal Trading Market on the relevant Trading Day(s), as reported by the
      Reporting Service for the relevant date.




(c) “Reporting
      Service” means Bloomberg LP or if that service is not then reporting the
      relevant information regarding the Common Stock, a comparable reporting service
      of national reputation selected by a Majority in Interest of the Holders and
      reasonably acceptable to the Company.




(d) “Majority
      in
      Interest of the Holders” means, as of the relevant date, one or more Holders
      whose respective outstanding principal amounts of the Notes of Series 07-01
      held
      by each of them, as of such date, aggregate more than fifty percent (50%) of
      the
      aggregate outstanding
      principal amounts of the outstanding Notes of such Series held by all Holders
      on
      that date.




3


3. Reservation
      of
      Shares .
      The
      Company hereby agrees that at all times during the term of this Warrant there
      shall be reserved for issuance upon exercise of this Warrant one hundred percent
      (100%) of the number of shares of its Common Stock as shall be required for
      issuance of the Warrant Shares for the then unexercised portion of this Warrant.
      For the purposes of such calculations, the Company should assume that the
      outstanding portion of this Warrant was exercisable in full at any time, without
      regard to any restrictions which might limit the Holder’s right to exercise any
      portion of this Warrant held by the Holder.




4. Mutilation
      or Loss of Warrant. Upon receipt by the Company of evidence satisfactory to
      it of the loss, theft, destruction or mutilation of this Warrant, and (in the
      case of loss, theft or destruction) receipt of reasonably satisfactory
      indemnification, and (in the case of mutilation) upon surrender and cancellation
      of this Warrant, the Company will execute and deliver a new Warrant of like
      tenor and date and any such lost, stolen, destroyed or mutilated Warrant shall
      thereupon become void.




5. Rights
      of
      the Holder. The Holder shall not, by virtue hereof, be entitled to any
      rights of a stockholder in the Company, either at law or equity, and the rights
      of the Holder are limited to those expressed in this Warrant and are not
      enforceable against the Company except to the extent set forth herein.





6. Protection
      Against Dilution and Other Adjustments .




6.1 Adjustment
      Mechanism .
      If an
      adjustment of the Exercise Price is required pursuant to this Section 6 (other
      than pursuant to Section 6.4), the Holder shall be entitled to purchase such
      number of shares of Common Stock as will cause (i) (x) the total number of
      shares of Common Stock Holder is entitled to purchase pursuant to this Warrant
      following such adjustment, multiplied by (y) the adjusted Exercise Price per
      share, to equal the result of (ii) (x) the dollar amount of the total number
      of
      shares of Common Stock Holder is entitled to purchase before adjustment,
      multiplied by (y) the total Exercise Price before adjustment. 4





6.2 Capital
      Adjustments .
      In case
      of any stock split or reverse stock split, stock dividend, reclassification
      of
      the Common Stock, recapitalization, merger or consolidation (where the Company
      is not the surviving entity), the provisions of this Section 6 shall be applied
      as if such capital adjustment event had occurred immediately prior to the date
      of this Warrant and the original Exercise Price had been fairly allocated to
      the
      stock resulting from such capital adjustment; and in other respects the
      provisions of this Section shall be applied in a fair, equitable and reasonable
      manner so as to give effect, as nearly as may be, to the purposes hereof. A
      rights offering to stockholders shall be deemed a





4Example: Assume 100,000 shares remain under Warrant at original stated
      Exercise Price of US$0.10. Total exercise price (clause (y) in text) is (i)
      100,000 x (ii) US$0.10, or US$10,000. Company effects 2:1 stock split. Exercise
      Price is adjusted to US$0.05. Number of shares covered by Warrant is adjusted
      to
      200,000, because (applying clause (x) in text) (i) 200,000 x (ii) US$0.05 =
      US$10,000.




4




stock dividend
      to the extent of the bargain purchase element of the rights. The Company will
      not effect any consolidation or merger, unless prior to the consummation
      thereof, the successor or acquiring entity (if other than the Company) and,
      if
      an entity different from the successor or acquiring entity, the entity whose
      capital stock or assets the holders of the Common Stock of the Company are
      entitled to receive as a result of such consolidation or merger assumes by
      written instrument the obligations under this Warrant (including under this
      Section 6) and the obligations to deliver to the holder of this Warrant such
      shares of stock, securities or assets as, in accordance with the foregoing
      provisions, the holder may be entitled to acquire.




6.3 Adjustment
      for Spin Off .
      If, for
      any reason, prior to the exercise of this Warrant in full, the Company spins
      off
      or otherwise divests itself of a part of its business or operations or disposes
      all or of a part of its assets in a transaction (the “Spin Off”) in which the
      Company does not receive compensation for such business, operations or assets,
      but causes securities of another entity (the “Spin Off Securities”) to be issued
      to security holders of the Company, then the Company shall cause (i) to be
      reserved Spin Off Securities equal to the number thereof which would have been
      issued to the Holder had all of the Holder’s unexercised Warrants outstanding on
      the record date (the “Record Date”) for determining the amount and number of
      Spin Off Securities to be issued to security holders of the Company (the
“Outstanding Warrants”) been exercised as of the close of business on the
      Trading Day immediately before the Record Date (the “Reserved Spin Off Shares”),
      and (ii) to be issued to the Holder on the exercise of all or any of the
      Outstanding Warrants, such amount of the Reserved Spin Off Shares equal to
      (x)
      the Reserved Spin Off Shares, multiplied by (y) a fraction, of which (I) the
      numerator is the amount of the Outstanding Warrants then being exercised, and
      (II) the denominator is the amount of the Outstanding Warrants.




6.4 Adjustment
      for Certain Transactions .
      Reference is made to the provisions of Appendix A to this Warrant, the terms
      of
      which are incorporated herein by reference. The Exercise Price
      shall be adjusted as provided in the applicable provisions of said Appendix
      A.




7. Transfer
      to Comply with the Securities Act .
      This
      Warrant has not been registered under the Securities Act of 1933, as amended,
      (the “Act”) and has been issued to the Holder for investment and not with a view
      to the distribution of either the Warrant or the Warrant Shares. Neither this
      Warrant nor any of the Warrant Shares or any other security issued or issuable
      upon exercise of this Warrant may be sold, transferred, pledged or hypothecated
      in the absence of an effective registration statement under the Act relating
      to
      such security or an opinion of counsel satisfactory to the Company that
      registration is not required under the Act. Each certificate for the Warrant,
      the Warrant Shares and any other security issued or issuable upon exercise
      of
      this Warrant shall contain a legend on the face thereof, in form and substance
      satisfactory to counsel for the Company, setting forth the restrictions on
      transfer contained in this Section.




8. Notices .
      Any
      notice required or permitted hereunder shall be given in manner provided in
      the
      Section headed "NOTICES" in the Agreement, the terms of which are incorporated
      herein by reference.




9. Supplements
      and Amendments; Whole Agreement .
      This
      Warrant may be amended or supplemented only by an instrument in writing signed
      by the parties hereto. This Warrant contains the full understanding of the
      parties hereto with respect to the subject matter hereof and
      thereof and there are no representations, warranties, agreements or
      understandings other than expressly contained herein and therein.




5


10. Governing
      Law .
      This
      Warrant shall be deemed to be a contract made under the laws of the State of
      Delaware for contracts to be wholly performed in such state and without giving
      effect to the principles thereof regarding the conflict of laws. Each of the
      parties consents to the jurisdiction of the federal courts whose districts
      encompass any part of the City of Wilmington or the state courts of the State
      of
      Delaware sitting in the City of Wilmington in connection with any dispute
      arising under this Warrant and hereby waives, to the maximum extent permitted
      by
      law, any objection, including any objection based on *forum non conveniens* ,
      to the
      bringing of any such proceeding in such jurisdictions. To the extent determined
      by such court, the Company shall reimburse the Holder for any reasonable legal
      fees and disbursements incurred by the Holder in enforcement of or protection
      of
      any of its rights under any of the Transaction Agreements.




11. **JURY
      TRIAL
      WAIVER** **.** The
      Company and the Holder hereby waive a trial by jury in any action, proceeding
      or
      counterclaim brought by either of the Parties hereto against the other in
      respect of any matter arising out or in connection with this Warrant.




12. Remedies .
      The
      Company stipulates that the remedies at law of the Holder of this Warrant in
      the
      event of any default or threatened default by the Company in the performance
      of
      or compliance with any of the terms of this Warrant are not and will not be
      adequate and that, to the fullest extent permitted by law, such terms may be
      specifically enforced by a decree for the specific performance of any agreement
      contained herein or by an injunction against a violation of any of the terms
      hereof or otherwise.




13. Counterparts .
      This
      Warrant may be executed in any number of counterparts and each of such
      counterparts shall for all purposes be deemed to be an original, and all such
      counterparts shall together constitute but one and the same instrument.




[Balance
      of page intentionally left blank]






6


14. Descriptive
      Headings .
      Descriptive headings of the several Sections of this Warrant are inserted for
      convenience only and shall not control or affect the meaning or construction
      of
      any of the provisions hereof.




IN
      WITNESS WHEREOF, the parties hereto have executed this Warrant as of the th
      day
      of _____________________________, 200__.




RIM SEMICONDUCTOR
              COMPANYBy:
              ______________________________________________________________________________(Print Name)______________________________________(Title)




7




APPENDIX
      A




TO




COMMON
      STOCK PURCHASE WARRANT




OF




RIM
      SEMICONDUCTOR COMPANY




1. Capitalized
      terms not otherwise defined herein shall have the meanings ascribed to them
      in
      the Agreement or in the Warrant.




2. (a) The
      term
“Lower Price Transaction” means a New Transaction offered or consummated during
      the New Transaction Period (as defined below), where the lowest New Transaction
      Price (as defined below) is, or by its terms or by an existing understanding
      of
      the Company and the New Investor, could subsequently be adjusted or revised
      to
      be, lower than the then effective Exercise Price of the Warrants (such Exercise
      Price, in each case, subject to adjustment in the same manner as the initial
      Exercise Price of the Warrant is adjusted, other than as a result of the
      application of this Appendix A).





(b) “New
      Transaction Price” means the Basic New Transaction Price (as defined below)
      except that if the New Transaction Exercise Price is lower than the Basic New
      Transaction Price, it means the New Transaction Exercise Price.




(c) “Basic
      New
      Transaction Price” means, as may be applicable, on a per share basis, the lower
      of (1) the lowest fixed purchase price of any shares of the New Common Stock
      contemplated in the New Transaction, or (2) the lowest conversion price or
      put
      or call price which would be applicable under the terms of the New Transaction;
      in each such case, whether such purchase or conversion price or put or call
      price is stated or otherwise specified or is determined on the closing date
      of
      the New Transaction by the application of a formula set in the documents
      reflecting the New Transaction or could result from adjustments or revisions
      contemplated in the relevant agreements for the New Transaction and whenever
      such adjustment or revision would be applicable (and if no minimum purchase
      price, conversion price or put or call price, as the case may be, is set, it
      shall be assumed that such minimum purchase price or conversion price is $.01);
      and provided, further, that, if the securities issued in the New Transaction
      are
      issued at a Face Value Discount (as defined below), the New Transaction Price
      shall be adjusted to reflect such discount.5




(d) “New
      Transaction Exercise Price” means the lowest exercise price per share applicable
      to the warrants, option or similar instrument (howsoever denominated;
      collectively, “New Transaction Warrants”) included in such New Transaction,
      whether such exercise price is stated or could result from adjustments or
      revisions contemplated in the relevant agreements for the New Transaction and
      whenever such exercise price would be applicable (and, if no minimum exercise
      price is set, it shall be assumed that such minimum exercise price is $.01).







5By way of illustration, if convertible preferred shares having a stated
      value of $1 million and a fixed conversion price of $0.50 (resulting in
      2,000,000 shares) were sold for a purchase price of $800,000, the effective
      New
      Transaction Price would be $0.40 (the conversion price at which $800,000 would
      convert into 2,000,000 shares).




Appendix
          A
          - Page 1




(e) “Face
      Value
      Discount” means consideration less than, as the case may be, (x) the number of
      shares being issued multiplied by the stated purchase price, (y) the stated
      principal amount of a debenture, note or similar instrument or (z) the stated
      value of the shares of convertible stock.




(f) The
      term “New
Transaction Period” means the period commencing on the Issue Date and continuing
      until the earlier of (i) the Expiration Date or (ii) the date on which this
      Warrant has been fully exercised.





3. The
      Company
      covenants and agrees that, if there is a Lower Price Transaction during the
      New
      Transaction Period, then the Exercise Price on the unexercised portion of this
      Warrant shall be adjusted to equal the lowest New Transaction Price applicable
      to the Lower Price Transaction.








Appendix
          A
          - Page 2




NOTICE
      OF
      EXERCISE OF WARRANT




TO:         RIM
              SEMICONDUCTOR COMPANY.
            VIA
                TELECOPIER TO:305
                NE 102nd Ave., Suite 105
            (503)
                257-6622Portland,
                OR 97220Attn:
                President




The
      undersigned hereby irrevocably elects to exercise the right, represented by
      the
      Warrant Certificate, dated as of ________________, 20___ , to purchase
      ___________ shares of the Common Stock, $0.001 par value (“Common Stock”), of
      RIM SEMICONDUCTOR COMPANY and tenders herewith payment in accordance with
      Section 2 of said Common Stock Purchase Warrant, as follows:




r CASH:$___________________________
      = (Exercise Price x Exercise Shares)




Payment
      is being made by:




r   
      enclosed check




r   
wire
      transfer




r   
other
      ______________________




rCASHLESS
      EXERCISE [if
      available pursuant to Section 2.1(b)]:




Net
      number of Warrant Shares to be issued to Holder : _________*




*
      based
      on: Current
      Market Value - (Exercise Price x Exercise Shares)


Market Price of Common Stock




where:


Market
      Price of Common Stock
      [“MP”]                  
=            
$__________________


Current
      Market Value [MP x Exercise Shares]        
=            
$__________________




It
      is the
      intention of the Holder to comply with the provisions of Section 2.2 of the
      Warrant regarding certain limits on the Holder's right to exercise thereunder.
      The Holder believes this exercise complies with the provisions of said Section
      2.2. Nonetheless, to the extent that, pursuant to the exercise effected hereby,
      the Holder would have more shares than permitted under said Section, this notice
      should be amended and revised, ab initio, to refer to the exercise which would
      result in the issuance of shares consistent with such provision. Any exercise
      above such amount is hereby deemed void and revoked.




As
      contemplated by the Warrant, this Notice of Exercise is being sent by facsimile
      to the telecopier number and officer indicated above.




1


If
      this
      Notice of Exercise represents the full exercise of the outstanding balance
      of
      the Warrant, the Holder either (1) has previously surrendered the Warrant to
      the
      Company or (2) will surrender (or cause to be surrendered) the Warrant to the
      Company at the address indicated above by express courier within five (5)
      Trading Days after delivery or facsimile transmission of this Notice of
      Exercise.




The
      certificates representing the Warrant Shares should be transmitted by the
      Company to the Holder




r  
via
      express
      courier, or




r  
by
      electronic transfer




after
      receipt of this Notice of Exercise (by facsimile transmission or otherwise)
      to:




________________________________________________________


________________________________________________________


________________________________________________________




Dated:
      _______________________




____________________________


[Name
      of
      Holder]




By:
      _________________________







2