PROMISSORY
NOTE




$49,000.00
            June
      4, 2008Maturity
      Date: June 4, 2009
            Portland,
      Oregon




For value
received, RIM SEMICONDUCTOR COMPANY, a Utah corporation (“Maker”),
hereby unconditionally promises to pay to the order of Craig Musick (“Payee”),
on or before June 4, 2009(the“Maturity
Date”) the
principal sum of FORTY-NINE THOUSAND AND NO/100 DOLLARS ($49,000.00), plus
accrued interest on the principal hereof outstanding from time to time, pursuant
to the terms and conditions of this Promissory Note (this “Note”).




1.           Principal and
Interest.  Maker promises to pay on the Maturity Date: (a) the
principal amount of this Note and (b) interest on the principal amount at the
rate of the lesser of: (i) the maximum amount permitted by law, and (ii) ten
percent (10%) per annum, compounded annually, based on a three hundred
sixty-five day year.  Maker shall pay the principal and the interest
in a lump sum on the Maturity Date.  All payments hereunder shall be
in lawful money of the United States of America and shall be made to
Payee.  Without prejudice to the other rights of Payee pursuant to
this Note, if Maker fails to pay any amounts due on this Note after demand, all
unpaid amounts shall accrue interest at the lesser of: (a) the maximum amount
permitted by law and (b) ten percent (10%) per annum, until paid.




2.           Right to
Prepay.  The principal amount hereof may be prepaid in whole or
in part without prepayment penalty.  Any prepayment of the principal
amount hereof, whether in part or in whole, shall include accrued interest to
the date of prepayment on the principal amount being paid.




3.           Costs and
Expenses.  Maker promises to pay, upon Payee's demand therefor,
all costs and expenses, including reasonable attorneys' fees (defined as being
actual hours worked at the standard billing rates of the attorneys involved in
any matter), incurred in the collection and enforcement of this
Note.




4.           Waiver.  No
delay on the part of Payee in the exercise of any right, power or remedy shall
operate as a waiver thereof, nor shall any single or partial exercise by Payee
of any right, power or remedy preclude other or further exercise thereof, or the
exercise of any other right, power or remedy.  No waiver by Payee of
any right or remedy hereunder shall be effective unless in a writing signed by
Payee.




5.           Amendments.  No
amendment, modification or waiver of, or consent with respect to, any provision
of this Note shall in any event be effective unless the same shall be in writing
and signed and delivered by Payee, and then any such amendment, modification,
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.




6. Invalidity.  If
any provision of this Note, or the application of it to any party or
circumstance is held to be invalid, the same shall be ineffective, but the
remainder of this Note, and the application of such provisions to other parties
or circumstances, shall not be affected thereby.






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7.           Successors,
Assignment.  The terms and conditions of this Note shall apply
to and bind the heirs, successors, legal representatives and assigns of the
parties.




8.           Governing Law and Selection
of Forum.  The terms of this Note shall be construed in
accordance with the laws of the State of California, as applied to contracts
entered into by California residents within the State of California and to be
performed entirely within the State of California.  The parties agree
that any litigation concerning this Note shall take place in California state
court.  Each party hereby consents to the jurisdiction of that
court.




9.           Notice.  All
notices, requests and demands to or upon the respective parties hereto to be
effective shall be in writing (including by facsimile and electronic
transmission) and, unless otherwise expressly provided herein, shall be deemed
to have been duly given or made (i) in the case of delivery by hand, when
delivered, (ii) in the case of delivery by mail, three (3) days after being
deposited in the mails, postage prepaid, or (iii) in the case of delivery by
facsimile or electronic transmission, when sent and receipt has been confirmed,
addressed as follows:




If to
Maker:


Rim Semiconductor Company


305 NE 102nd Avenue,
Suite 350


Portland, OR 97220


Facsimile:  (503)
257-6700


Attention: Chief Executive
Officer





If to
Payee:


Craig Musick


29620 N.
152nd
Way


Scottsdale,
AZ 85262











IN WITNESS WHEREOF, Maker has executed
and delivered this Promissory Note effective as of the day and year and the
place first above written.






Rim
      Semiconductor Company
              
              
              By: /s/ Brad
      Ketch
              Name: 
      Brad Ketch
              Title: 
      President and CEO