Exhibit
      10.1


**BRIDGE
        LOAN AGREEMENT**
  **THIS
        BRIDGE LOAN AGREEMENT** ,
        dated
        as of March 26, 2007, is entered into by and between **RIM
        SEMICONDUCTOR COMPANY** ,
        a Utah
        corporation with headquarters located at 305 NE 102nd Ave., Suite 105, Portland,
        OR 97220 (the “Company”), and each individual or entity named on an executed
        counterpart of the signature page hereto (each such signatory is referred
        to as
        a “Lender”) (each agreement with a Lender being deemed a separate and
        independent agreement between the Company and such Lender, except that each
        Lender acknowledges and consents to the rights granted to each other Lender
        [each, an “Other Lender”] under such agreement and the Transaction Agreements,
        as defined below, referred to therein).
  **W
        I T N E S S E T H** :
  **WHEREAS** ,
        the
        Company and the Lender are executing and delivering this Agreement in accordance
        with and in reliance upon the exemption from securities registration for
        offers
        and sales to accredited investors afforded, inter
        alia ,
        by Rule
        506 under Regulation D (“Regulation D”) as promulgated by the United States
        Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933,
        as amended (the “1933 Act”), and/or Section 4(2) of the 1933 Act; and
  **WHEREAS** ,
        each
        Lender wishes to lend funds in the amount of the Purchase Price (as defined
        below) to the Company, subject to and upon the terms and conditions of this
        Agreement and acceptance of this Agreement by the Company, the repayment
        of
        which will be represented by a Senior Secured Promissory Note of the Company
        (the “Note”), on the terms and conditions referred to herein; and
  **WHEREAS,** in
        connection with the loan to be made by the Lender, the Company has agreed
        to
        issue the Note and the Warrant (as defined below) to the Lender;
  **NOW
        THEREFORE** ,
        in
        consideration of the premises and the mutual covenants contained herein and
        other good and valuable consideration, the receipt and sufficiency of which
        are
        hereby acknowledged, the parties agree as follows:
  **1.
        AGREEMENT TO PURCHASE; PURCHASE PRICE.**
 **a.
        Purchase.**
  (i)
        Subject to the terms and conditions of this Agreement and the other Transaction
        Agreements (as defined below), the Lender hereby agrees to loan to the Company
        the principal amount specified on the Lender’s signature page of this Agreement
        (the “Purchase Price”), out of the aggregate amount being loaned by all Lenders
        of US $300,000 (the “Aggregate Purchase Price”).
  1
  (ii)
        The obligation to repay the loan of the relevant Purchase Price from the
        Lender
        shall be evidenced by the Company’s issuance of one or more Notes to the Lender
        in the principal amount of one hundred eight percent (108%) of the Purchase
        Price paid by the Lender on or in connection with the Closing Date. Each
        Note
        shall be payable on the earlier of (A) the date (the “Stated Maturity Date”)
        which is one hundred twenty (120) days after the Closing Date or (B) the
        date on
        which the New Transaction Threshold (as defined in the Note) occurs. Each
        Note
        shall be in the form of **Annex
        I** annexed
        hereto. Repayment of the Note shall be secured under the terms of a Security
        Interest Agreement between the Company, as debtor, and the Lender, as secured
        party (the “Security Interest Agreement”), substantially in the form annexed
        hereto as **Annex
        V.**
 
 (iii)
        In
        consideration of the loan to be made by the Lender, the Company will issue
        to
        such Lender the Warrant to purchase the number of shares of the Company’s Common
        Stock as provided in Section 4 hereof.
  (iv)
        The loan to be made by the Lender and the issuance of the Note and the Warrant
        to the Lender and the other transactions contemplated hereby are sometimes
        referred to herein and in the other Transaction Agreements as the purchase
        and
        sale of the Securities (as defined below), and are referred to collectively
        as
        the “Transactions.”
  **b.
        Certain Definitions.** As
        used herein, each of the following terms has the meaning set forth below,
        unless
        the context otherwise requires:
 
 “Affiliate”
        means, with respect to a specific Person referred to in the relevant provision,
        another Person who or which controls or is controlled by or is under common
        control with such specified Person.
  “Certificates”
        means the ink-signed Note and the Warrant, each duly executed by the Company
        and
        issued on the Closing Date in the name of the Lender.
  “Closing
        Date” means the date of the closing of the Transactions, as provided
        herein.
  “Company
        Control Person” means each director, executive officer, promoter, and such other
        Persons as may be deemed in control of the Company pursuant to Rule 405 under
        the 1933 Act or Section 20 of the 1934 Act (as defined below).
  “Disclosure
        Annex” means **Annex
        VIII** to
        this
        Agreement; provided, however, that the Disclosure Annex shall be arranged
        in
        sections corresponding to the identified Sections of this Agreement, but
        the
        disclosure in any such section of the Disclosure Annex shall qualify other
        provisions in this Agreement to the extent that it would be readily apparent
        to
        an informed reader from a reading of such section of the Disclosure Annex
        that
        it is also relevant to other provisions of this Agreement.
  “Escrow
        Agent” means Krieger & Prager LLP, the escrow agent identified in the Joint
        Escrow Instructions attached hereto as **Annex
        II** (the
“Joint Escrow Instructions”).
  2
  “Escrow
        Funds” means the Purchase Price delivered to the Escrow Agent as contemplated by
        Sections 1(c) and (d) hereof.
  “Escrow
        Property” means the Escrow Funds and the Certificates delivered to the Escrow
        Agent as contemplated by Section 1(c) hereof.
  “Holder”
        means the Person holding the relevant Securities at the relevant time.
  “Last
        Audited Date” means October 31, 2006.
  “Lender
        Control Person” means each director, executive officer, promoter, and such other
        Persons as may be deemed in control of the Lender pursuant to Rule 405 under
        the
        1933 Act or Section 20 of the 1934 Act.
  “Lender’s
        Allocable Share” means the fraction, of which the numerator is the Lender’s
        Purchase Price and the denominator is the Aggregate Purchase Price.
  “Material
        Adverse Effect” means an event or combination of events, which individually or
        in the aggregate, would reasonably be expected to (x) adversely affect the
        legality, validity or enforceability of the Purchased Securities or any of
        the
        Transaction Agreements, (y) have or result in a material adverse effect on
        the
        results of operations, assets, or financial condition of the Company and
        its
        subsidiaries, taken as a whole, or (z) adversely impair the Company's ability
        to
        perform fully on a timely basis its material obligations under any of the
        Transaction Agreements or the transactions contemplated thereby.
  “New
        Common Stock” means shares of Common Stock and/or securities convertible into,
        and/or other rights exercisable for, Common Stock, which are offered or sold
        in
        a New Transaction.
  “New
        Investor” means the third party investor, purchaser or lender (howsoever
        denominated) in a New Transaction.
  “New
        Transaction” means
  (i)
        the offer or sale of New Common Stock by or on behalf of the Company to a
        New
        Investor and/or
  (ii)
        the grant of a security interest in or pledge of (x) any or all of the Company’s
        assets by the Company and/or (y) shares of the Company’s Common Stock or
        securities convertible into or exercisable for the Company’s Common Stock by any
        other party in connection with a transaction in which the Company borrows
        or is
        otherwise obligated to pay funds to a third party,
  3
 
 in
        a
        transaction offered or consummated after the date hereof; provided, however,
        that it is specifically understood that the term “New Transaction” (1) includes,
        but is not limited to, a sale of Common Stock or of a security convertible
        into
        Common Stock or an equity or credit line transaction, but (2) does not include
        (a) the issuance of Common Stock upon the exercise or conversion of options,
        warrants or convertible securities outstanding on the date hereof, or in
        respect
        of any other financing agreements as in effect on the date hereof and identified
        in the Disclosure Annex or the Company SEC Documents (provided the relevant
        instrument or document is not amended after the date hereof), (b) the issuance
        of Common Stock pursuant to an employee stock option plan of the Company,
        such
        stock option plan having been properly approved by the shareholders of the
        Company, (c) the issuance of Common Stock pursuant to a non-employee director
        or
        consultants’ stock option plan of the Company, (d) the issuance of Common Stock
        upon the exercise of any options or warrants referred to in the preceding
        clauses of this paragraph (provided the relevant instrument is not amended
        after
        the date hereof), or (e) the issuance of shares to a Strategic Partner.
  “Person”
        means any living person or any entity, such as, but not necessarily limited
        to,
        a corporation, partnership or trust.
  “Principal
        Trading Market” means the Over the Counter Bulletin Board or such other market
        on which the Common Stock is principally traded at the relevant time, but
        shall
        not included the “pink sheets.”
  “Purchased
        Securities” means the Note and the Warrant.
  “Securities”
        means the Note, the Warrant and the Shares (provided, however, that the parties
        acknowledge that the use of such term is for convenience only, and is not
        intended to suggest that the Note is a “security,” as such term is used in the
        1933 Act).
  “Shares”
        means the shares of Common Stock representing any of the Warrant Shares.
  “State
        of
        Incorporation” means Utah.
  “Strategic
        Partner” means a third party, whether or not currently affiliated with the
        Company, which party (i) is engaged in a business which is the business in
        which
        the Company is engaged or a similar or related business, and (ii) either
        (a) (1)
        subsequently purchases equity securities of the Company (or securities
        convertible into equity securities of the Company) or (2) is issued such
        equity
        securities (or such convertible securities) in consideration of services
        rendered or to be rendered to the Company, or (b) enters into an agreement
        for
        one or more of the following: the licensing by the Company of all or any
        portion
        of its technology to such third party, the licensing by such third party
        of all
        or any portion of its technology to the Company, or any other coordination
        of
        all or a portion of their respective business activities or operations by
        the
        Company and such third party.
  4
  “Trading
        Day” means any day during which the Principal Trading Market shall be open for
        business.
  “Transfer
        Agent” means, at any time, the transfer agent for the Company’s Common Stock.
  “Transaction
        Agreements” means this Bridge Loan Agreement, the Note, the Security Interest
        Agreement, the Joint Escrow Instructions, and the Warrant, and includes all
        ancillary documents referred to in those agreements.
  “Warrant”
        means the warrant issued to the Lender as contemplated by Section 4 of this
        Agreement.
  “Warrant
        Shares” means the shares of Common Stock issuable upon exercise of the Warrant.
 **c.
        Form of Payment; Delivery of Certificates.**
  (i)
        The Lender shall pay the Purchase Price by delivering immediately available
        good
        funds in United States Dollars to the Escrow Agent no later than the date
        prior
        to the Closing Date.
  (ii)
        No later than the Closing Date, but in any event promptly following payment
        by
        the Lender to the Escrow Agent of the Purchase Price, the Company shall deliver
        the Certificates, each duly executed on behalf of the Company and issued
        in the
        name of the Lender, to the Escrow Agent.
 
 (iii)
        By signing this Agreement, each of the Lender and the Company, subject to
        acceptance by the Escrow Agent, agrees to all of the terms and conditions
        of,
        and becomes a party to, the Joint Escrow Instructions, all of the provisions
        of
        which are incorporated herein by this reference as if set forth in full.
  **d.
        Method of Payment.** Payment into escrow of the Purchase Price shall be made by wire transfer
        of
        funds to:
  5
 
 JP
        Morgan
        Chase Bank
 350
        Fifth
        Avenue
 New
        York,
        New York 10001
  ABA#
        021000021
 For
        credit to the account of Krieger & Prager LLP
 Account
        No.: [To be provided to the Lender by Krieger & Prager LLP ]
 Re:
        Rim
        Semiconductor 3/07 Bridge Transaction
 For:
        [Name of Lender]
  **2.
        LENDER REPRESENTATIONS, WARRANTIES, ETC.; ACCESS TO INFORMATION; INDEPENDENT
        INVESTIGATION.**
  The
        Lender represents and warrants to, and covenants and agrees with, the Company
        as
        follows:
  **a.** Without
        limiting Lender's right to sell the Securities pursuant to an effective
        registration statement, if any, or otherwise in compliance with the 1933
        Act,
        the Lender is purchasing the Securities for its own account for investment
        only
        and not with a view towards the public sale or distribution thereof and not
        with
        a view to or for sale in connection with any distribution thereof.
  **b.** The
        Lender is (i) an “accredited investor” as that term is defined in Rule 501 of
        the General Rules and Regulations under the 1933 Act by reason of Rule
        501(a)(3), (ii) experienced in making investments of the kind described in
        this
        Agreement and the related documents, (iii) able, by reason of the business
        and
        financial experience of its officers (if an entity) and professional advisors
        (who are not affiliated with or compensated in any way by the Company or
        any of
        its Affiliates or selling agents), to protect its own interests in connection
        with the transactions described in this Agreement, and the related documents,
        and to evaluate the merits and risks of an investment in the Securities,
        and
        (iv) able to afford the entire loss of its investment in the Securities.
  **c.** All
        subsequent offers and sales of the Securities by the Lender shall be made
        either
        pursuant to registration of the relevant Securities under the 1933 Act or
        pursuant to an exemption from registration.
  **d.** The
        Lender understands that the Securities are being offered and sold to it in
        reliance on specific exemptions from the registration requirements of the
        1933
        Act and state securities laws and that the Company is relying upon the truth
        and
        accuracy of, and the Lender's compliance with, the representations, warranties,
        agreements, acknowledgments and understandings of the Lender set forth herein
        in
        order to determine the availability of such exemptions and the eligibility
        of
        the Lender to acquire the Securities.
  6
  **e.** The
        Lender and its advisors, if any, have been furnished with or have been given
        access to all materials relating to the business, finances and operations
        of the
        Company and materials relating to the offer and sale of the Securities which
        have been requested by the Lender, including those set forth on any annex
        attached hereto. The Lender and its advisors, if any, have been afforded
        the
        opportunity to ask questions of the Company and its management and have received
        complete and satisfactory answers to any such inquiries. Without limiting
        the
        generality of the foregoing, the Lender has also had the opportunity to obtain
        and to review the Company's filings on EDGAR listed on **Annex
        VI** hereto (the documents listed on such Annex VI, to the extent available on
        EDGAR
        or otherwise provided to the Lender as indicated on said Annex VI, collectively,
        the “Company's SEC Documents”).
 **f.** The
          Lender understands that its investment in the Securities involves a high
          degree
          of risk.
 
 **g.** The
          Lender hereby represents that, in connection with its purchase of the
          Securities, it has not relied on any statement or representation by the
          Company
          or any of its officers, directors and employees or any of its attorneys
          or
          agents, except as specifically set forth herein.
 **h.** The
        Lender understands that no United States federal or state agency or any other
        government or governmental agency has passed on or made any recommendation
        or
        endorsement of the Securities.
  **i.** This
        Agreement and the other Transaction Agreements to which the Lender is a party,
        and the transactions contemplated thereby, have been duly and validly
        authorized, executed and delivered on behalf of the Lender and are valid
        and
        binding agreements of the Lender enforceable in accordance with their respective
        terms, subject as to enforceability to general principles of equity and to
        bankruptcy, insolvency, moratorium and other similar laws affecting the
        enforcement of creditors' rights generally.
 
 **3.
        COMPANY REPRESENTATIONS, ETC.** The
        Company represents and warrants to the Lender as of the date hereof and as
        of
        the Closing Date that, except as otherwise provided in the Disclosure Annex
        or
        in the Company’s SEC Documents:
  **a.
        Rights of Others Affecting the Transactions.** There
        are no preemptive rights of any shareholder of the Company, as such, to acquire
        the Note, the Warrant or the Shares. No party has a currently exercisable
        right
        of first refusal which would be applicable to any or all of the transactions
        contemplated by the Transaction Agreements.
  **b.
        Status.** The Company is a corporation duly organized, validly existing and in good
        standing under the laws of the State of Incorporation and has the requisite
        corporate power to own its properties and to carry on its business as now
        being
        conducted. The Company is duly qualified as a foreign corporation to do business
        and is in good standing in each jurisdiction where the nature of the business
        conducted or property owned by it makes such qualification necessary, other
        than
        those jurisdictions in which the failure to so qualify would not have or
        result
        in a Material
  7
 
 Adverse
        Effect. The Company has registered its stock and is obligated to file reports
        pursuant to Section 12 or Section 15(d) of the Securities and Exchange Act
        of
        1934, as amended (the “1934 Act”). The Common Stock is quoted on the Principal
        Trading Market. The Company has received no notice, either oral or written,
        with
        respect to the continued eligibility of the Common Stock for such quotation
        on
        the Principal Trading Market, and the Company has maintained all requirements
        on
        its part for the continuation of such quotation.
  **c.
        Authorized Shares.**
  (i)
        The authorized capital stock of the Company consists of (x) 900,000,000 shares
        of Common Stock, $0.001 par value per share, of which approximately 425,095,898
        are outstanding as of March 14, 2007, and (y) 15,000,000 shares of preferred
        stock, $0.01 par value per share, none of which are issued or outstanding.
  (ii)
        There are no outstanding securities which are convertible into shares of
        Common
        Stock, whether such conversion is currently exercisable or exercisable only
        upon
        some future date or the occurrence of some event in the future. If any such
        securities are listed on the Disclosure Annex, the number or amount of each
        such
        outstanding convertible security and the conversion terms are set forth in
        said
        Disclosure Annex.
 
 (iii)
        All
        issued and outstanding shares of Common Stock have been duly authorized and
        validly issued and are fully paid and non-assessable. The Company has sufficient
        authorized and unissued shares of Common Stock as would be necessary to effect
        the issuance of the Shares on the Closing Date, were the Warrant fully exercised
        on that date.
  (iv)
        As of the Closing Date, the Shares shall have been duly authorized by all
        necessary corporate action on the part of the Company, and, when issued upon
        exercise of the Warrant, in accordance with its terms, will have been duly and
        validly issued, fully paid and non-assessable and will not subject the Holder
        thereof to personal liability by reason of being such Holder.
  **d.
        Transaction Agreements and Stock.** This Agreement and each of the other Transaction Agreements, and the
        transactions contemplated thereby, have been duly and validly authorized
        by the
        Company, this Agreement has been duly executed and delivered by the Company
        and
        this Agreement is, and the Note, the Warrant and each of the other Transaction
        Agreements, when executed and delivered by the Company, will be, valid and
        binding agreements of the Company enforceable in accordance with their
        respective terms, subject as to enforceability to general principles of equity
        and to bankruptcy, insolvency, moratorium, and other similar laws affecting
        the
        enforcement of creditors' rights generally.
  **e.
        Non-contravention.** The
        execution and delivery of this Agreement and each of the other Transaction
        Agreements by the Company, the issuance of the Securities, and the consummation
        by the Company of the other transactions contemplated by this Agreement,
        the
        Note, the Warrant and the other Transaction Agreements do not and will not
        conflict with or result in a breach by the Company of any of the terms or
        provisions of, or constitute a default under (i) the
  8
 
 certificate
        of incorporation or by-laws of the Company, each as currently in effect,
        (ii)
        any indenture, mortgage, deed of trust, or other material agreement or
        instrument to which the Company is a party or by which it or any of its
        properties or assets are bound, including any listing agreement for the Common
        Stock except as herein set forth, or (iii) to its knowledge, any existing
        applicable law, rule, or regulation or any applicable decree, judgment, or
        order
        of any court, United States federal or state regulatory body, administrative
        agency, or other governmental body having jurisdiction over the Company or
        any
        of its properties or assets, except such conflict, breach or default which
        would
        not have or result in a Material Adverse Effect.
  **f.
        Approvals.** No authorization, approval or consent of any court, governmental body,
        regulatory agency, self-regulatory organization, or stock exchange or market
        or
        the shareholders of the Company is required to be obtained by the Company
        for
        the issuance and sale of the Securities to the Lender as contemplated by
        this
        Agreement, except such authorizations, approvals and consents that have been
        obtained.
  **g.
        Filings.** None of the Company’s SEC Documents contained, at the time they were filed, any
        untrue statement of a material fact or omitted to state any material fact
        required to be stated therein or necessary to make the statements made therein
        in light of the circumstances under which they were made, not misleading.
        Since
        March 1, 2006, the Company has filed all annual and quarterly reports required
        to be filed by the Company with the SEC under Section 13(a) or 15(d) of the
        1934
        Act.
  **h.
        Absence of Certain Changes.** Since the Last Audited Date, there has been no Material Adverse Effect, except
        as disclosed in the Company’s SEC Documents. Since the Last Audited Date, except
        as provided in the Company’s SEC Documents, the Company has not (i) incurred or
        become subject to any material liabilities (absolute or contingent) except
        liabilities incurred in the ordinary course of business consistent with past
        practices; (ii) discharged or satisfied any material lien or encumbrance
        or paid
        any material obligation or liability (absolute or contingent), other than
        current liabilities paid in the ordinary course of business consistent with
        past
        practices; (iii) declared or made any payment or distribution of cash or
        other
        property to shareholders with respect to its capital stock, or purchased
        or
        redeemed, or made any agreements to purchase or redeem, any shares of its
        capital stock; (iv) sold, assigned or transferred any other tangible assets,
        or
        canceled any debts owed to the Company by any third party or claims of the
        Company against any third party, except in the ordinary course of business
        consistent with past practices; (v) waived any rights of material value,
        whether
        or not in the ordinary course of business, or suffered the loss of any material
        amount of existing business; (vi) made any increases in employee compensation,
        except in the ordinary course of business consistent with past practices;
        or
        (vii) experienced any material problems with labor or management in connection
        with the terms and conditions of their employment.
  **i.
        Full Disclosure.** To the best of the Company’s knowledge, there is no fact known to the Company
        (other than general economic conditions known to the public generally or
        as
        disclosed in the Company’s SEC Documents) that has not been disclosed in writing
        to the Lender that would reasonably be expected to have or result in a Material
        Adverse Effect.
  9
  **j.
        Absence of Litigation.** There is no action, suit, proceeding, inquiry or investigation before or
        by any
        court, public board or body pending or, to the knowledge of the Company,
        threatened against or affecting the Company before or by any governmental
        authority or nongovernmental department, commission, board, bureau, agency
        or
        instrumentality or any other person, wherein an unfavorable decision, ruling
        or
        finding would have a Material Adverse Effect or which would adversely affect
        the
        validity or enforceability of, or the authority or ability of the Company
        to
        perform its obligations under, any of the Transaction Agreements. The Company
        is
        not aware of any valid basis for any such claim that (either individually
        or in
        the aggregate with all other such events and circumstances) could reasonably
        be
        expected to have a Material Adverse Effect. There are no outstanding or
        unsatisfied judgments, orders, decrees, writs, injunctions or stipulations
        to
        which the Company is a party or by which it or any of its properties is bound,
        that involve the transaction contemplated herein or that, alone or in the
        aggregate, could reasonably be expect to have a Material Adverse Effect.
  **k.
        Absence of Events of Default.** Except as set forth in Section 3(e) hereof, (i) neither the Company nor any
        of
        its subsidiaries is in default in the performance or observance of any material
        obligation, agreement, covenant or condition contained in any material
        indenture, mortgage, deed of trust or other material agreement to which it
        is a
        party or by which its property is bound, and (ii)
        no Event of Default (or its equivalent term), as defined in the respective
        agreement to which the Company or its subsidiary is a party, and no event
        which,
        with the giving of notice or the passage of time or both, would become an
        Event
        of Default (or its equivalent term) (as so defined in such agreement), has
        occurred and is continuing, which would have a Material Adverse Effect.
  **l.
        Absence of Certain Company Control Person Actions or
        Events.** To the Company’s knowledge, none of the following has occurred during the past
        five (5) years with respect to a Company Control Person:
  (1)
        A petition under the federal bankruptcy laws or any state insolvency law
        was
        filed by or against, or a receiver, fiscal agent or similar officer was
        appointed by a court for the business or property of such Company Control
        Person, or any partnership in which he was a general partner at or within
        two
        years before the time of such filing, or any corporation or business association
        of which he was an executive officer at or within two years before the time
        of
        such filing;
  (2)
        Such Company Control Person was convicted in a criminal proceeding or is
        a named
        subject of a pending criminal proceeding (excluding traffic violations and
        other
        minor offenses);
  (3)
        Such Company Control Person was the subject of any order, judgment or decree,
        not subsequently reversed, suspended or vacated, of any court of competent
        jurisdiction, permanently or temporarily enjoining him from, or otherwise
        limiting, the following activities:
  10
  (i)
        acting as an investment advisor, underwriter, broker or dealer in securities,
        or
        as an affiliated person, director or employee of any investment company,
        bank,
        savings and loan association or insurance company, as a futures commission
        merchant, introducing broker, commodity trading advisor, commodity pool
        operator, floor broker, any other Person regulated by the Commodity Futures
        Trading Commission (“CFTC”) or engaging in or continuing any conduct or practice
        in connection with such activity;
  (ii)
        engaging in any type of business practice; or
  (iii)
        engaging in any activity in connection with the purchase or sale of any security
        or commodity or in connection with any violation of federal or state securities
        laws or federal commodities laws;
  (4)
        Such Company Control Person was the subject of any order, judgment or decree,
        not subsequently reversed, suspended or vacated, of any federal or state
        authority barring, suspending or otherwise limiting for more than 60 days
        the
        right of such Company Control Person to engage in any activity described
        in
        paragraph (3) of this item, or to be associated with Persons engaged in any
        such
        activity; or
  (5)
        Such Company Control Person was found by a court of competent jurisdiction
        in a
        civil action or by the CFTC or SEC to have violated any federal or state
        securities law, and the judgment in such civil action or finding by the CFTC
        or
        SEC has not been subsequently reversed, suspended, or vacated.
  **m.
        No Undisclosed Liabilities or Events.** To the best of the Company’s knowledge, the Company has no liabilities or
        obligations other than those disclosed in the Transaction Agreements or the
        Company's SEC Documents or those incurred in the ordinary course of the
        Company's business since the Last Audited Date, or which individually or
        in the
        aggregate, do not or would not have a Material Adverse Effect. No event or
        circumstance has occurred or exists with respect to the Company or its
        properties, business, operations, condition (financial or otherwise), or
        results
        of operations, which, under applicable law, rule or regulation, requires
        public
        disclosure or announcement prior to the date hereof by the Company but which
        has
        not been so publicly announced or disclosed. There are no proposals currently
        under consideration or currently anticipated to be under consideration by
        the
        Board of Directors or the executive officers of the Company which proposal
        would
        (x) change the articles or certificate of incorporation or other charter
        document or by-laws of the Company, each as currently in effect, with or
        without
        shareholder approval, which change would reduce or otherwise adversely affect
        the rights and powers of the shareholders of the Common Stock or (y) materially
        or substantially change the business, assets or capital of the Company,
        including its interests in subsidiaries.
  **n.
        No Integrated Offering.** Neither the Company nor any of its Affiliates nor any Person acting on its
        or
        their behalf has, directly or indirectly, at any time since September 1,
        2006,
        made any offer or sales of any security or solicited any offers to buy any
        security under
  11
 
 circumstances
        that would eliminate the availability of the exemption from registration
        under
        Regulation D in connection with the offer and sale of the Securities as
        contemplated hereby.
  **o.
        Dilution.** The number of shares issuable upon exercise of the Warrant may have a dilutive
        effect on the ownership interests of the other shareholders (and Persons
        having
        the right to become shareholders) of the Company. The Company's executive
        officers and directors have studied and fully understand the nature of the
        Securities being sold hereby and recognize that they have such a potential
        dilutive effect. The board of directors of the Company has concluded, in
        its
        good faith business judgment, that such issuance is in the best interests
        of the
        Company. The Company specifically acknowledges that its obligation to issue
        the
        Warrant Shares upon exercise of the Warrant is binding upon the Company and
        enforceable regardless of the dilution such issuance may have on the ownership
        interests of other shareholders of the Company, and the Company will honor
        such
        obligation, including honoring every Notice of Exercise (as contemplated
        by the
        Warrant), unless the Company is subject to an injunction (which injunction
        was
        not sought by the Company) prohibiting the Company from doing so.
  **p.
        Fees to Brokers, Finders and Others.** The Company has taken no action which would give rise to any claim by any
        Person
        for brokerage commission, finder's fees or similar payments by Lender relating
        to this Agreement or the transactions contemplated hereby. Notwithstanding
        the
        foregoing, the Company acknowledges that it has agreed to pay the Due Diligence
        Fees to the Due Diligence Reviewers (as those terms are defined in **Annex
        VII** hereto) for providing due diligence services to the Lenders in connection
        with
        the transactions contemplated hereby. Except for such fees arising as a result
        of any agreement or arrangement entered into by the Lender without the knowledge
        of the Company (a “Lender’s Fee”), Lender shall have no obligation with respect
        to such fees or with respect to any claims made by or on behalf of other
        Persons
        for fees of a type contemplated in this paragraph that may be due in connection
        with the transactions contemplated hereby. The Company shall indemnify and
        hold
        harmless each of the Lender, its employees, officers, directors, agents,
        and
        partners, and their respective Affiliates, from and against all claims, losses,
        damages, costs (including the costs of preparation and attorney's fees) and
        expenses suffered in respect of any such claimed or existing fees (other
        than a
        Lender’s Fee).
  **q.
        Confirmation.** The Company confirms that all statements of the Company contained herein
        shall
        survive acceptance of this Agreement by the Lender for a period of three
        (3)
        years from the Closing Date. The Company agrees that, if any events occur
        or
        circumstances exist prior to the release of the Purchase Price to the Company
        which would make any of the Company’s representations, warranties, agreements or
        other information set forth herein materially untrue or materially inaccurate
        as
        of such date, the Company shall immediately notify the Lender (directly or
        through its counsel, if any) and the Escrow Agent in writing prior to such
        date
        of such fact, specifying which representation, warranty or covenant is affected
        and the reasons therefor.
  **4.
        CERTAIN COVENANTS AND ACKNOWLEDGMENTS.**
  **a.
        Transfer Restrictions.** The Lender acknowledges that (1) the Securities have not been and are not
        being
        registered under the provisions of the 1933 Act and the Shares have not been
        and
        are not being registered under the 1933 Act, and may not be transferred unless
        (A)
  12
  subsequently
        registered thereunder or (B) the Lender shall have delivered to the Company
        an
        opinion of counsel, reasonably satisfactory in form, scope and substance
        to the
        Company, to the effect that the Securities to be sold or transferred may
        be sold
        or transferred pursuant to an exemption from such registration; (2) any sale
        of
        the Securities made in reliance on Rule 144 promulgated under the 1933 Act
        may
        be made only in accordance with the terms of said Rule and further, if said
        Rule
        is not applicable, any resale of such Securities under circumstances in which
        the seller, or the Person through whom the sale is made, may be deemed to
        be an
        underwriter, as that term is used in the 1933 Act, may require compliance
        with
        some other exemption under the 1933 Act or the rules and regulations of the
        SEC
        thereunder; and (3) neither the Company nor any other Person is under any
        obligation to register the Securities under the 1933 Act or, except as
        specifically contemplated by the Transaction Agreements, to comply with the
        terms and conditions of any exemption thereunder.
  **b.
        Restrictive Legend.** The
        Lender acknowledges and agrees that, until such time as the relevant Shares
        have
        been registered under the 1933 Act and sold in accordance with an effective
        registration statement, the certificates and other instruments representing
        any
        of the Securities shall bear a restrictive legend in substantially the following
        form (and a stop-transfer order may be placed against transfer of any such
        Securities):
  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.
  **c.
        Filings** .
        The Company undertakes and agrees to make all filings required to be made
        by it
        in connection with the sale of the Securities to the Lender under the 1933
        Act,
        the 1934 Act or any United States state securities laws and regulations thereof
        applicable to the Company, or by any domestic securities exchange or trading
        market, and, unless such filing is publicly available on the SEC’s EDGAR system
        (via the SEC’s web site at no additional charge), to provide a copy thereof to
        the Lender promptly after such filing.
  **d.
        Reporting Status** .
        So long as the Lender beneficially owns any of the Securities and for at
        least
        twenty (20) Trading Days thereafter, the Company shall file all reports required
        to be filed with the SEC pursuant to Section 13 or 15(d) of the 1934 Act,
        shall
        take all reasonable action under its control to ensure that adequate current
        public information with respect to the Company, as required in accordance
        with
        Rule 144(c)(2) of the 1933 Act, is publicly available, and shall not terminate
        its status as an issuer required to file reports under the 1934 Act even
        if the
        1934 Act or the rules and regulations thereunder would permit such termination.
        So long as the Lender beneficially owns the Warrant or any of the Warrant
        Shares, the Company will take all reasonable action under its control to
        maintain the continued listing and quotation and trading of its Common Stock
        (including, without limitation, all Shares) on the Principal Trading Market
        or a
        listing on the NASDAQ/Small Cap or National Markets and, to the extent
        applicable to it, will
 
 13
  comply
        in
        all material respects with the Company’s reporting, filing and other obligations
        under the by-laws or rules of the Principal Trading Market and/or the National
        Association of Securities Dealers, Inc., as the case may be, applicable to
        it.
  **e.
        Use of Proceeds** .
        The Company will use the proceeds received hereunder (i) first, as provided
        in **Annex
        VII** attached hereto, and (ii) then, for general corporate purposes.
  **f.
        Warrant.** The Company agrees to issue to each Lender on the Closing Date a transferable
        warrant (the “Warrant”) for the purchase of the Lender’s Allocable Share of
        3,333,333 shares of Common Stock. The exercise price of the Warrant will
        be
        equal to $0.10, subject to adjustment as provided in the Warrant and herein.
        The
        Warrant shall be exercisable initially on the Commencement Date specified
        in the
        Warrant and shall expire on the later of March 31, 2012 or the last day of
        the
        calendar month in which the fifth anniversary of the Closing Date occurs.
        Except
        as specified above, each Warrant shall generally be in the form annexed hereto
        as **Annex
        IV.**
  **g.
        Certain Agreements.** Any other provision of this Agreement or any of the other Transaction Agreements
        to the contrary notwithstanding, the Company shall not engage in any offers,
        sales or other transactions of its securities which would adversely affect
        the
        exemption from registration available for the transactions contemplated by
        the
        Transaction Agreements.
  **h.
        Rule 144** .
        With a view to making available to the Holder the benefits of Rule 144
        promulgated under the 1933 Act or any other similar rule or regulation of
        the
        SEC that may at any time permit Holder to sell securities of the Company
        to the
        public without registration (collectively, “Rule 144"), the Company agrees to:
 
 (i)
        make and keep public information available, as those terms are understood
        and
        defined in Rule 144;
  (ii)
        file with the SEC in a timely manner all reports and other documents required
        of
        the Company under the 1933 Act and the 1934 Act; and
 
 (iii)
        furnish to the Holder so long as such party owns Warrants or Warrant Shares,
        promptly upon request, (A) a written statement by the Company that it has
        complied with the reporting requirements of Rule 144, the 1933 Act and the
        1934
        Act, (B) if not available on the SEC’s EDGAR system, a copy of the most recent
        annual or quarterly report of the Company and such other reports and documents
        so filed by the Company and (C) such other information as may be reasonably
        requested to permit the Holder to sell such securities pursuant to Rule 144
        without registration; and
  (iv)
        at
        the request of any Holder then holding Warrants or Warrant Shares, give the
        Transfer Agent instructions (supported by an opinion of Company counsel,
        if
        required or requested by the Transfer Agent) to the effect that, upon the
        Transfer Agent’s receipt from such Holder of
  (A)
        a certificate (a “Rule 144 Certificate”) certifying (1) that the Holder’s
        holding period (as determined in accordance with the provisions of Rule 144)
        for
        the Shares
  14
  which
        the Holder proposes to sell (the “Securities Being Sold”) is not less than one (1)
        year and (2) as to such other matters as may be appropriate in accordance
        with
        Rule 144 under the Securities Act, and
  (B)
        an opinion of counsel acceptable to the Company (for which purposes it is
        agreed
        that Krieger & Prager LLP shall be deemed acceptable if not given by Company
        counsel) that, based on the Rule 144 Certificate, Securities Being Sold may
        be
        sold pursuant to the provisions of Rule 144, even in the absence of an effective
        registration statement,
 
 the
        Transfer Agent is to effect the transfer of the Securities Being Sold and
        issue
        to the buyer(s) or transferee(s) thereof one or more stock certificates
        representing the transferred Securities Being Sold without any restrictive
        legend and without recording any restrictions on the transferability of such
        shares on the Transfer Agent’s books and records (except to the extent any such
        legend or restriction results from facts other than the identity of the relevant
        Holder, as the seller or transferor thereof, or the status, including any
        relevant legends or restrictions, of the shares of the Securities Being Sold
        while held by the Lender). If the Transfer Agent reasonably requires any
        additional documentation at the time of the transfer, the Company shall deliver
        or cause to be delivered all such reasonable additional documentation as
        may be
        necessary to effectuate the issuance of an unlegended certificate.
  **i.
        Available Shares** .
        The Company shall have at all times authorized and reserved for issuance,
        free
        from preemptive rights, a number of shares (the “Minimum Available Shares”) at
        least equal to one hundred percent (100%) of the number of shares which would
        be
        issuable upon exercise of the outstanding Warrants held by all Holders (in
        each
        case, whether such Warrant were originally issued to the Holder, the Lender
        or
        to any other party). For the purposes of such calculations, the Company should
        assume that the Warrant were then exercisable without regard to any restrictions
        which might limit any Holder’s right to exercise the Warrant held by any Holder.
  **j.
        Publicity, Filings, Releases, Etc.** Each of the parties agrees that it will not disseminate any information relating
        to the Transaction Agreements or the transactions contemplated thereby,
        including issuing any press releases, holding any press conferences or other
        forums, or filing any reports (collectively, “Publicity”), without giving the
        other party reasonable advance notice and an opportunity to comment on the
        contents thereof. Neither party will include in any such Publicity any statement
        or statements or other material to which the other party reasonably objects,
        unless in the reasonable opinion of counsel to the party proposing such
        statement, such statement is legally required to be included. In furtherance
        of
        the foregoing, the Company will provide to the Lender drafts of the applicable
        text of the first filing of a Current Report on Form 8-K or a Quarterly or
        Annual Report on Form 10-Q or 10-K (or equivalent SB forms) intended to be
        made
        with the SEC which refers to the Transaction Agreements or the transactions
        contemplated thereby as soon as practicable (but at least two (2) Trading
        Days
        before such filing will be made) and will not include in such filing any
        statement or statements or other material to which the other party reasonably
        objects, unless in the reasonable opinion of counsel to the party proposing
        such
        statement, such statement is legally required to be included. Notwithstanding
        the foregoing, each
  15
 
  of
        the
        parties hereby consents to the inclusion of the text of the Transaction
        Agreements in filings made with the SEC as well as any descriptive text
        accompanying or part of such filing which is accurate and reasonably determined
        by the Company’s counsel to be legally required. Notwithstanding, but subject
        to, the foregoing provisions of this Section 4(j), the Company will, after
        the
        Closing Date, promptly issue a press release and file a Current Report on
        Form
        8-K or, if appropriate, a quarterly or annual report on the appropriate form,
        referring to the transactions contemplated by the Transaction Agreements.
  **k.
        New Equity Transactions; Right to Subscribe; Payment by
        Offset.** Any other provision of this Agreement or any of the other Transaction Agreements
        to the contrary notwithstanding, if prior to the payment in full of the Note,
        the Company offers any New Transaction for the issuance of shares of the
        Company’s Common Stock or securities convertible into or exercisable for shares
        of Common Stock (each such transaction, a “New Equity Transaction,” which term
        includes any such transaction currently anticipated to be made by the Company
        or
        currently being negotiated by the Company, whether or not any binding agreements
        have been entered into in connection therewith) to any third party (each,
        a “New
        Party”), the Company shall give the Buyer at least three (3) Trading Days’
notice thereof and give the opportunity to subscribe to the New Equity
        Transaction on the same terms as any other New Party, except that the Buyer
        may
        elect to make all or a portion of the Buyer’s payment therefor by an offset
        against all or a portion of the amount due to the Buyer from the Company
        under
        the Transaction Agreements. The Company agrees that, if the Buyer, in the
        Buyer’s sole discretion, elects to participate in the New Equity Transaction
        and, in connection with the consummation thereof, the Buyer makes the
        representation that the Buyer is an accredited investor, the Company will
        accept
        the subscription of the Buyer to the New Equity Transaction and make such
        offset, if any. Any offset so made shall be deemed the equivalent as if the
        Buyer had made the cash payment of such amount in connection with the New
        Equity
        Transaction and the Company had made the payment on account of its obligations
        to the Buyer. Any provision of any New Equity Transaction to the contrary
        notwithstanding, (X) the Buyer shall not be obligated to convert its Note
        into
        any other security of the Company and may demand payment of all or a part
        of
        amounts due to it from the Company in cash and (Y) the Buyer shall have a
        security interest in the Collateral (as defined in the Security Interest
        Agreement) until such time as the such security interest shall terminate
        in
        accordance with the provisions of the Security Interest Agreement.
  **5.
        TRANSFER AGENT INSTRUCTIONS.**
  **a.** The
        Company warrants that, with respect to the Securities, other than the stop
        transfer instructions to give effect to Section 4(a) hereof, it will give
        the
        Transfer Agent no instructions inconsistent with instructions to issue Common
        Stock from time to time upon exercise of the Warrant in such amounts as
        specified from time to time by the Company to the Transfer Agent, bearing
        the
        restrictive legend specified in Section 4(b) of this Agreement, registered
        in
        the name of the Lender or its nominee and in such denominations to be specified
        by the Holder in connection with each exercise of the Warrant. Except as
        so
        provided, the Shares shall otherwise be freely transferable on the books
        and
        records of the Company as and to the extent provided in this Agreement and
        the
        other Transaction Agreements. Nothing in this Section shall affect in any
        way
        the Lender's obligations and agreement to comply with all applicable securities
        laws upon resale of
  16
 
  the
        Securities. If the Lender provides the Company with an opinion of counsel
        reasonably satisfactory to the Company that registration of a resale by the
        Lender of any of the Securities in accordance with clause (1)(B) of Section
        4(a)
        of this Agreement is not required under the 1933 Act, the Company shall (except
        as provided in clause (2) of Section 4(a) of this Agreement) permit the transfer
        of the Securities and, in the case of the Warrant Shares, promptly instruct
        the
        Company's Transfer Agent to issue one or more certificates for Common Stock
        without legend in such name and in such denominations as specified by the
        Lender.
  **b.** Subject
        to the provisions of this Agreement, the Company will permit the Lender to
        exercise the Warrant in the manner contemplated by the Warrant and, if relevant,
        to convert the Note in the manner contemplated by the Note.
  **c.** (i)
        The Company understands that a delay in the issuance of the Shares of Common
        Stock beyond the Delivery Date (as defined in the Warrant or the Note, as
        the
        case may be) could result in economic loss to the Lender. As compensation
        to the
        Lender for such loss, the Company agrees to pay late payments to the Lender
        for
        late issuance of Shares upon exercise or conversion in accordance with the
        following schedule (where “No. Business Days Late” refers to the number of
        Trading Days which is beyond two (2) Trading Days after the Delivery
        Date):1
 
 [Balance
        of Page Intentionally Left Blank]
    1
        Example: Notice of Exercise or Notice of Conversion is delivered on Monday,
        August 6, 2007. The Delivery Date would be Thursday, August 9 (the third
        Trading
        Day after such delivery). If the certificate is delivered by Monday, August
        13
        (2 Trading Days after the Delivery Date), no payment under this provision
        is
        due. If the certificates are delivered on August 14, that is 1 “Business Day
        Late” in the table below; if delivered on August 21, that is 6 “Business Days
        Late” in the table.
  17
 No.
                    Business Days Late
                
                Late
                    Payment For Each $10,000 of Principal and Interest of Note or
                    Exercise
                    Price of Warrant Being Exercised1
                
                $1002
                
                $2003
                
                $3004
                
                $4005
                
                $5006
                
                $6007
                
                $7008
                
                $8009
                
                $90010
                
                $1,000>10
                
                $1,000
                    + $200 for each Business Day Late beyond 10
                    days
 The
          Company shall pay any payments incurred under this Section in immediately
          available funds upon demand as the Lender’s exclusive remedy (other than the
          following provisions of this Section 5(c)) for such delay. Furthermore,
          in
          addition to any other remedies which may be available to the Lender, in
          the
          event that the Company fails for any reason to effect delivery of such
          shares of
          Common Stock by close of business on the tenth Trading Day after the Delivery
          Date, the Lender will be entitled to revoke the relevant Notice of Exercise
          or
          Notice of Conversion, as the case may be, by delivering a notice to such
          effect
          to the Company, whereupon the Company and the Lender shall each be restored
          to
          their respective positions immediately prior to delivery of such Notice
          of
          Exercise or Notice of Conversion; provided, however, that an amount equal
          to any
          payments contemplated by this Section 5(c) which have accrued through the
          date
          of such revocation notice shall remain due and owing to such Exercising
          Holder
          (as defined below) notwithstanding such revocation.
  (ii)
        If,
        by the close of business on the fifth Trading Day after the Delivery Date,
        the
        Company fails for any reason to deliver the Shares to be issued upon exercise
        of
        the Warrant or conversion of the Note, as the case may be, and after such
        fifth
        Trading Day, the Holder of the Warrant being exercised or the Note being
        converted (each, an “Exercising Holder”) purchases, in an arm’s-length open
        market transaction or otherwise, shares of Common Stock (the “Covering Shares”)
        in order to make delivery in satisfaction of a sale of Common Stock by the
        Exercising Holder (the “Sold Shares”), which delivery such Exercising Holder
        anticipated to make using the Shares to be issued upon such exercise (a
“Buy-In”), the Exercising Holder shall have the right, in addition to and not in
        lieu of all other amounts contemplated in other provisions of the Transaction
        Agreements, including, but not limited to, the provisions of the immediately
        preceding Section 5(c)(i), the Buy-In Adjustment Amount (as defined below).
        The
“Buy-In Adjustment Amount” is the amount equal to the number of Sold Shares
        multiplied by the excess, if any, of (x) the Exercising Holder's total purchase
        price per share (including brokerage commissions, if any) for the Covering
        Shares over (y) the net proceeds per share (after brokerage commissions,
        if any)
        received by the Exercising Holder from the sale of the Sold Shares. The Company
        shall pay the Buy-In Adjustment Amount to the Exercising Holder in immediately
        available funds immediately upon demand by the Exercising Holder. By way
        of
        illustration and not in limitation of the foregoing, if the Exercising Holder
        purchases shares of Common Stock having a total purchase price (including
        brokerage commissions) of $11,000 to cover a Buy-In with respect to shares
        of
        Common Stock it sold for net proceeds of $10,000, the Buy-In Adjustment Amount
        which Company will be required to pay to the Exercising Holder will be $1,000.
  18
  **d.** The
        Holder of the Warrant or the Note shall be entitled to exercise its exercise
        privilege with respect to the Warrant or Note, as the case may be,
        notwithstanding the commencement of any case under 11 U.S.C. §101 et
        seq. (the “Bankruptcy Code”). In the event the Company is a debtor under the
        Bankruptcy Code, the Company hereby waives, to the fullest extent permitted,
        any
        rights to relief it may have under 11 U.S.C. §362 in respect of such holder’s
        exercise privilege. The Company hereby waives, to the fullest extent permitted,
        any rights to relief it may have under 11 U.S.C. §362 in respect of the exercise
        of the Warrant or conversion of the Note. The Company agrees, without cost
        or
        expense to such Holder, to take or to consent to any and all action necessary
        to
        effectuate relief under 11 U.S.C. §362.
  **e.** The
        Company will authorize the Transfer Agent to give information relating to
        the
        Company directly to the Holder or the Holder’s representatives upon the request
        of the Holder or any such representative, to the extent such information
        relates
        to (i) the status of shares of Common Stock issued or claimed to be issued
        to
        the Holder in connection with a Notice of Exercise or Notice of Conversion,
        or
        (ii) the aggregate number of outstanding shares of Common Stock of all
        shareholders (as a group, and not individually) as of a current or other
        specified date. At the request of the Holder, the Company will provide the
        Holder with a copy of the authorization so given to the Transfer Agent.
  **6.
        CLOSING DATE.**
  **a.** The
        Closing Date shall occur on the date which is the first Trading Day after
        each
        of the conditions contemplated by Sections 7 and 8 hereof shall have either
        been
        satisfied or been waived by the party in whose favor such conditions run.
  **b.** The
        closing of the Transactions shall occur on the Closing Date at the offices
        of
        the Escrow Agent and shall take place no later than 3:00 P.M., New York time,
        on
        such day or such other time as is mutually agreed upon by the Company and
        the
        Lender.
  **c.** Notwithstanding
        anything to the contrary contained herein, the Escrow Agent will be authorized
        to release the Escrow Funds to the Company and to others and to release the
        other Escrow Property on the Closing Date upon satisfaction of the conditions
        set forth in Sections 7 and 8 hereof and as provided in the Joint Escrow
        Instructions.
  19
 
 **7.
        CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.**
  The
        Lender understands that the Company's obligation to sell the Note and the
        Warrant to the Lender pursuant to this Agreement on the Closing Date is
        conditioned upon:
  **a.** The
        execution and delivery of this Agreement by the Lender;
  **b.** Delivery
        by the Lender to the Escrow Agent of good funds as payment in full of an
        amount
        equal to the Purchase Price in accordance with this Agreement;
  **c.** The
        accuracy on such Closing Date of the representations and warranties of the
        Lender contained in this Agreement, each as if made on such date, and the
        performance by the Lender on or before such date of all covenants and agreements
        of the Lender required to be performed on or before such date; and
  **d.** There
        shall not be in effect any law, rule or regulation prohibiting or restricting
        the transactions contemplated hereby, or requiring any consent or approval
        which
        shall not have been obtained.
 
 **8.
        CONDITIONS TO THE LENDER'S OBLIGATION TO PURCHASE.**
  The
        Company understands that the Lender's obligation to purchase the Note and
        the
        Warrant on the Closing Date is conditioned upon:
  **a.** The
        execution and delivery of this Agreement and the other Transaction Agreements
        by
        the Company;
  **b.** Delivery
        by the Company to the Escrow Agent of the Certificates in accordance with
        this
        Agreement;
  **c.** The
        accuracy in all material respects on the Closing Date of the representations
        and
        warranties of the Company contained in this Agreement, each as if made on
        such
        date, and the performance by the Company on or before such date of all covenants
        and agreements of the Company required to be performed on or before such
        date;
  **d.** On
        the Closing Date, the Lender shall have received an opinion of counsel for
        the
        Company, dated the Closing Date, in form, scope and substance reasonably
        satisfactory to the Lender, substantially to the effect set forth in **Annex
        III** attached hereto;
  **e.** There
        shall not be in effect any law, rule or regulation prohibiting or restricting
        the transactions contemplated hereby, or requiring any consent or approval
        which
        shall not have been obtained; and
  **f.** From
        and after the date hereof to and including the Closing Date, each of the
        following conditions will remain in effect: (i) the trading of the Common
        Stock
        shall not have been
  20
 
  suspended
        by the SEC or on the Principal Trading Market; (ii) trading in securities
        generally on the Principal Trading Market shall not have been suspended or
        limited; (iii) no minimum prices shall been established for securities traded
        on
        the Principal Trading Market; and (iv) there shall not have been any material
        adverse change in any financial market.
  **9.
        INDEMNIFICATION AND REIMBURSEMENT.**
  **a.** (i)
        The
        Company agrees to indemnify and hold harmless the Lender and its officers,
        directors, employees, and agents, and each Lender Control Person from and
        against any losses, claims, damages, liabilities or expenses incurred
        (collectively, “Damages”), joint or several, and any action in respect thereof
        to which the Lender, its partners, Affiliates, officers, directors, employees,
        and duly authorized agents, and any such Lender Control Person becomes subject
        to, resulting from, arising out of or relating to any misrepresentation,
        breach
        of warranty or nonfulfillment of or failure to perform any covenant or agreement
        on the part of Company contained in this Agreement, as such Damages are
        incurred, except to the extent such Damages result primarily from Lender's
        failure to perform any covenant or agreement contained in this Agreement
        or the
        Lender's or its officer’s, director’s, employee’s, agent’s or Lender Control
        Person’s illegal or willful misconduct, gross negligence, recklessness or bad
        faith (in each case, as determined by a nonappealable judgment to such effect)
        in performing its obligations under this Agreement.
  (ii)
        The
        Company hereby agrees that, if the Lender, other than by reason of its gross
        negligence, illegal or willful misconduct,, (x) becomes involved in any capacity
        in any action, proceeding or investigation brought by any shareholder of
        the
        Company, in connection with or as a result of the consummation of the
        transactions contemplated by this Agreement or the other Transaction Agreements,
        or if the Lender is impleaded in any such action, proceeding or investigation
        by
        any Person, or (y) becomes involved in any capacity in any action, proceeding
        or
        investigation brought by the SEC, any self-regulatory organization or other
        body
        having jurisdiction, against or involving the Company or in connection with
        or
        as a result of the consummation of the transactions contemplated by this
        Agreement or the other Transaction Agreements, or (z) is impleaded in any
        such
        action, proceeding or investigation by any Person, then in any such case,
        the
        Company shall indemnify, defend and hold harmless the Lender from and against
        and in respect of all losses, claims, liabilities, damages or expenses resulting
        from, imposed upon or incurred by the Lender, directly or indirectly, and
        reimburse such Lender for its reasonable legal and other expenses (including
        the
        cost of any investigation and preparation) incurred in connection therewith,
        as
        such expenses are incurred. The indemnification and reimbursement obligations
        of
        the Company under this paragraph shall be in addition to any liability which
        the
        Company may otherwise have, shall extend upon the same terms and conditions
        to
        any Affiliates of the Lender who are actually named in such action, proceeding
        or investigation, and partners, directors, agents, employees and Lender Control
        Persons (if any), as the case may be, of the Lender and any such Affiliate,
        and
        shall be binding upon and inure to the benefit of any successors, assigns,
        heirs
        and personal representatives of the Company, the Lender, any such Affiliate
        and
        any such Person. The Company also agrees that neither the Lender nor any
        such
        Affiliate, partner, director, agent, employee or Lender Control Person shall
        have any liability to the Company or any Person asserting claims on behalf
        of or
        in right of the Company in connection with or as a result of the consummation
        of
        this Agreement or the other Transaction Agreements, except as may be expressly
        and specifically provided in or contemplated by this Agreement.
  21
  **b.** All
        claims for indemnification by any Indemnified Party (as defined below) under
        this Section shall be asserted and resolved as follows:
  (i)
        In
        the event any claim or demand in respect of which any Person claiming
        indemnification under any provision of this Section (an “Indemnified Party”)
        might seek indemnity under paragraph (a) of this Section is asserted against
        or
        sought to be collected from such Indemnified Party by a Person other than
        a
        party hereto or an Affiliate thereof (a “Third Party Claim”), the Indemnified
        Party shall deliver a written notification, enclosing a copy of all papers
        served, if any, and specifying the nature of and basis for such Third Party
        Claim and for the Indemnified Party's claim for indemnification that is being
        asserted under any provision of this Section against any Person (the
“Indemnifying Party”), together with the amount or, if not then reasonably
        ascertainable, the estimated amount, determined in good faith, of such Third
        Party Claim (a “Claim Notice”) with reasonable promptness to the Indemnifying
        Party. If the Indemnified Party fails to provide the Claim Notice with
        reasonable promptness after the Indemnified Party receives notice of such
        Third
        Party Claim, the Indemnifying Party shall not be obligated to indemnify the
        Indemnified Party with respect to such Third Party Claim to the extent that
        the
        Indemnifying Party's ability to defend has been prejudiced by such failure
        of
        the Indemnified Party. The Indemnifying Party shall notify the Indemnified
        Party
        as soon as practicable within the period ending thirty (30) calendar days
        following receipt by the Indemnifying Party of either a Claim Notice or an
        Indemnity Notice (as defined below) (the “Dispute Period”) whether the
        Indemnifying Party disputes its liability or the amount of its liability
        to the
        Indemnified Party under this Section and whether the Indemnifying Party desires,
        at its sole cost and expense, to defend the Indemnified Party against such
        Third
        Party Claim. The following provisions shall also apply.
  (x)
        If the Indemnifying Party notifies the Indemnified Party within the Dispute
        Period that the Indemnifying Party desires to defend the Indemnified Party
        with
        respect to the Third Party Claim pursuant to this paragraph (b) of this Section,
        then the Indemnifying Party shall have the right to defend, with counsel
        reasonably satisfactory to the Indemnified Party, at the sole cost and expense
        of the Indemnifying Party, such Third Party Claim by all appropriate
        proceedings, which proceedings shall be vigorously and diligently prosecuted
        by
        the Indemnifying Party to a final conclusion or will be settled at the
        discretion of the Indemnifying Party (but only with the consent of the
        Indemnified Party in the case of any settlement that provides for any relief
        other than the payment of monetary damages or that provides for the payment
        of
        monetary damages as to which the Indemnified Party shall not be indemnified
        in
        full pursuant to paragraph (a) of this Section). The Indemnifying Party shall
        have full control of such defense and proceedings, including any compromise
        or
        settlement thereof; provided, however, that the Indemnified Party may, at
        the
        sole cost and expense of the Indemnified Party, at any time prior to the
        Indemnifying Party's delivery of the notice referred to in the first sentence
        of
        this subparagraph (x), file any motion, answer or other pleadings or take
        any
        other action that the Indemnified Party reasonably believes to be necessary
        or
        appropriate protect its
        interests; and provided further, that if requested by the Indemnifying Party,
        the Indemnified Party will, at the sole cost and expense of the Indemnifying
        Party, provide reasonable cooperation to the Indemnifying Party in contesting
        any Third Party Claim that the Indemnifying Party elects to contest. The
        Indemnified Party may participate in, but not control, any defense or settlement
        of any Third Party Claim controlled by the Indemnifying Party pursuant to
        this
        subparagraph (x), and except as provided in the preceding sentence, the
        Indemnified Party shall bear its own costs and expenses with respect to such
        participation. Notwithstanding the foregoing, the Indemnified Party may take
        over the control of the defense or settlement of a Third Party Claim at any
        time
        if it irrevocably waives its right to indemnity under paragraph (a) of this
        Section with respect to such Third Party Claim.
  22
  (y)
        If the Indemnifying Party fails to notify the Indemnified Party within the
        Dispute Period that the Indemnifying Party desires to defend the Third Party
        Claim pursuant to paragraph (b) of this Section, or if the Indemnifying Party
        gives such notice but fails to prosecute vigorously and diligently or settle
        the
        Third Party Claim, or if the Indemnifying Party fails to give any notice
        whatsoever within the Dispute Period, then the Indemnified Party shall have
        the
        right to defend, at the sole cost and expense of the Indemnifying Party,
        the
        Third Party Claim by all appropriate proceedings, which proceedings shall
        be
        prosecuted by the Indemnified Party in a reasonable manner and in good faith
        or
        will be settled at the discretion of the Indemnified Party (with the consent
        of
        the Indemnifying Party, which consent will not be unreasonably withheld).
        The
        Indemnified Party will have full control of such defense and proceedings,
        including any compromise or settlement thereof; provided, however, that if
        requested by the Indemnified Party, the Indemnifying Party will, at the sole
        cost and expense of the Indemnifying Party, provide reasonable cooperation
        to
        the Indemnified Party and its counsel in contesting any Third Party Claim
        which
        the Indemnified Party is contesting. Notwithstanding the foregoing provisions
        of
        this subparagraph (y), if the Indemnifying Party has notified the Indemnified
        Party within the Dispute Period that the Indemnifying Party disputes its
        liability or the amount of its liability hereunder to the Indemnified Party
        with
        respect to such Third Party Claim and if such dispute is resolved in favor
        of
        the Indemnifying Party in the manner provided in subparagraph(z) below, the
        Indemnifying Party will not be required to bear the costs and expenses of
        the
        Indemnified Party's defense pursuant to this subparagraph (y) or of the
        Indemnifying Party's participation therein at the Indemnified Party's request,
        and the Indemnified Party shall reimburse the Indemnifying Party in full
        for all
        reasonable costs and expenses incurred by the Indemnifying Party in connection
        with such litigation. The Indemnifying Party may participate in, but not
        control, any defense or settlement controlled by the Indemnified Party pursuant
        to this subparagraph (y), and the Indemnifying Party shall bear its own costs
        and expenses with respect to such participation.
  23
  (z)
        If the Indemnifying Party notifies the Indemnified Party that it does not
        dispute its liability or the amount of its liability to the Indemnified Party
        with respect to the Third
        Party Claim under paragraph (a) of this Section or fails to notify the
        Indemnified Party within the Dispute Period whether the Indemnifying Party
        disputes its liability or the amount of its liability to the Indemnified
        Party
        with respect to such Third Party Claim, the amount of Damages specified in
        the
        Claim Notice shall be conclusively deemed a liability of the Indemnifying
        Party
        under paragraph (a) of this Section and the Indemnifying Party shall pay
        the
        amount of such Damages to the Indemnified Party on demand. If the Indemnifying
        Party has timely disputed its liability or the amount of its liability with
        respect to such claim, the Indemnifying Party and the Indemnified Party shall
        proceed in good faith to negotiate a resolution of such dispute; provided,
        however, that if the dispute is not resolved within thirty (30) days after
        the
        Claim Notice, the Indemnifying Party shall be entitled to institute such
        legal
        action as it deems appropriate.
  (ii)
        In the event any Indemnified Party should have a claim under paragraph (a)
        of
        this Section against the Indemnifying Party that does not involve a Third
        Party
        Claim, the Indemnified Party shall deliver a written notification of a claim
        for
        indemnity under paragraph (a) of this Section specifying the nature of and
        basis
        for such claim, together with the amount or, if not then reasonably
        ascertainable, the estimated amount, determined in good faith, of such claim
        (an
“Indemnity Notice”) with reasonable promptness to the Indemnifying Party. The
        failure by any Indemnified Party to give the Indemnity Notice shall not impair
        such party's rights hereunder except to the extent that the Indemnifying
        Party
        demonstrates that it has been irreparably prejudiced thereby. If the
        Indemnifying Party notifies the Indemnified Party that it does not dispute
        the
        claim or the amount of the claim described in such Indemnity Notice or fails
        to
        notify the Indemnified Party within the Dispute Period whether the Indemnifying
        Party disputes the claim or the amount of the claim described in such Indemnity
        Notice, the amount of Damages specified in the Indemnity Notice will be
        conclusively deemed a liability of the Indemnifying Party under paragraph
        (a) of
        this Section and the Indemnifying Party shall pay the amount of such Damages
        to
        the Indemnified Party on demand. If the Indemnifying Party has timely disputed
        its liability or the amount of its liability with respect to such claim,
        the
        Indemnifying Party and the Indemnified Party shall proceed in good faith
        to
        negotiate a resolution of such dispute; provided, however, that it the dispute
        is not resolved within thirty (30) days after the Claim Notice, the Indemnifying
        Party shall be entitled to institute such legal action as it deems appropriate.
  **c.** The
        indemnity agreements contained herein shall be in addition to (i) any cause
        of
        action or similar rights of the indemnified party against the indemnifying
        party
        or others, and (ii) any liabilities the indemnifying party may be subject
        to.
 
 **10.
        JURY TRIAL WAIVER.** The
        Company and the Lender 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 the Transaction
        Agreements.
  24
  **11.
        GOVERNING LAW: MISCELLANEOUS.**
  **a.** (i)
        This
        Agreement shall be governed by and interpreted in accordance with 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 exclusive 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 Agreement or any of the other Transaction
        Agreements 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 or to any claim that
        such
        venue of the suit, action or proceeding is improper. To the extent determined
        by
        such court, the Company shall reimburse the Lender for any reasonable legal
        fees
        and disbursements incurred by the Lender in enforcement of or protection
        of any
        of its rights under any of the Transaction Agreements. Nothing in this Section
        shall affect or limit any right to serve process in any other manner permitted
        by law.
  (ii)
        The Company and the Lender acknowledge and agree that irreparable damage
        would
        occur in the event that any of the provisions of this Agreement or the other
        Transaction Agreements were not performed in accordance with their specific
        terms or were otherwise breached. It is accordingly agreed that the parties
        shall be entitled to an injunction or injunctions to prevent or cure breaches
        of
        the provisions of this Agreement and the other Transaction Agreements and
        to
        enforce specifically the terms and provisions hereof and thereof, this being
        in
        addition to any other remedy to which any of them may be entitled by law
        or
        equity.
  **b.** Failure
        of any party to exercise any right or remedy under this Agreement or otherwise,
        or delay by a party in exercising such right or remedy, shall not operate
        as a
        waiver thereof.
  **c.** This
        Agreement shall inure to the benefit of and be binding upon the successors
        and
        assigns of each of the parties hereto.
  **d.** All
        pronouns and any variations thereof refer to the masculine, feminine or neuter,
        singular or plural, as the context may require.
  **e.** A
        facsimile transmission of this signed Agreement shall be legal and binding
        on
        all parties hereto.
  **f.** This
        Agreement may be signed in one or more counterparts, each of which shall
        be
        deemed an original.
  **g.** The
        headings of this Agreement are for convenience of reference and shall not
        form
        part of, or affect the interpretation of, this Agreement.
  **h.** If
        any provision of this Agreement shall be invalid or unenforceable in any
        jurisdiction, such invalidity or unenforceability shall not affect the validity
        or enforceability of the
 
 25
  remainder
        of this Agreement or the validity or enforceability of this Agreement in
        any
        other jurisdiction.
  **i.** This
        Agreement may be amended only by an instrument in writing signed by the party
        to
        be charged with enforcement thereof.
  **j.** This
        Agreement supersedes all prior agreements and understandings among the parties
        hereto with respect to the subject matter hereof.
 
 **k.** All
        dollar amounts referred to or contemplated by this Agreement or any other
        Transaction Agreement shall be deemed to refer to US Dollars, unless otherwise
        explicitly stated to the contrary.
 
 **12** . **NOTICES.** Any
        notice required or permitted hereunder shall be given in writing (unless
        otherwise specified herein) and shall be deemed effectively given on the
        earliest of
  (a)
        the date delivered, if delivered by personal delivery as against written
        receipt
        therefor or by confirmed facsimile transmission,
  (b)
        the fifth Trading Day after deposit, postage prepaid, in the United States
        Postal Service by registered or certified mail, or
  (c)
        the third Trading Day after mailing by domestic or international express
        courier, with delivery costs and fees prepaid,
 
 in
        each
        case, addressed to each of the other parties thereunto entitled at the following
        addresses (or at such other addresses as such party may designate by ten
        (10)
        days’ advance written notice similarly given to each of the other parties
        hereto):
  **COMPANY:**
 At
        the
        address set forth at the head of this Agreement.
 Attn:
        President
 Telephone
        No.: (503) 257-6700
 Telecopier
        No.: (503) 257-6622
  with
        a
        copy to:
  Munck
        Butrus, P.C.
 Attn:
        Lawrence Mandala, Esq.
 900
        Three
        Galleria Tower
 131555
        Noel Road
 Dallas,
        TX 75240
 Telephone
        No.: (972) 628-3600
 Telecopier
        No.: (972) 628-3616
  26
  **LENDER:**
 At
        the
        address set forth on the signature page of this Agreement.
  with
        a
        copy to:
  Krieger
        & Prager LLP ,
        Esqs.
 39
        Broadway
 Suite
        920
 New
        York,
        NY 10006
 Attn:
        Ronald J. Nussbaum, Esq.
 Telephone
        No.: (212) 363-2900
 Telecopier
        No. (212) 363-2999
  **ESCROW
        AGENT:**
 Krieger
        & Prager LLP ,
        Esqs.
 39
        Broadway
 Suite
        920
 New
        York,
        NY 10006
 Attn:
        Samuel Krieger, Esq.
 Telephone
        No.: (212) 363-2900
 Telecopier
        No. (212) 363-2999
  **13.
        SURVIVAL OF REPRESENTATIONS AND WARRANTIES** .
        The
        Company’s and the Lender’s representations and warranties herein shall survive
        the execution and delivery of this Agreement and the delivery of the
        Certificates and the payment of the Purchase Price, and shall inure to the
        benefit of the Lender and the Company and their respective successors and
        assigns.
  [Balance
        of page intentionally left blank]
  27
  IN
        WITNESS WHEREOF, with respect to the Purchase Price specified below,
        this Agreement has been duly executed by the
        Lender and the Company as of the date set first above
        written.
 **PURCHASE
                    PRICE:**
                $300,000
 
 **LENDER:**
 
 Harbour
                    House, Waterfront Dr.
                
                Double
                    U Master Fund LPPO
                    Box 972, Road Town, Tortola
                
                Printed
                    Name of LenderBy:
                    /s/ signatureTelecopier
                    No. (284) 494-4770
                
                (Signature
                    of Authorized Person)Navigator
                    Management Ltd.British
                    Virgin Islands
                
                Authorised
                    SignatoryJurisdiction
                    of Incorporationor
                    Organization
 
 **COMPANY**
 
 **RIM
          SEMICONDUCTOR COMPANY**
 
 By:
          /s/ Brad Ketch
 (Signature
          of Authorized Person)
 
 Brad
          Ketch President & CEO
 Printed
          Name and Title
 
  28
  ANNEX
                  I
              FORM
                  OF NOTEANNEX
                  II
              JOINT
                  ESCROW INSTRUCTIONSANNEX
                  III
              OPINION
                  OF COUNSEL OF COMPANYANNEX
                  IV
              FORM
                  OF WARRANTANNEX
                  V
              SECURITY
                  INTEREST AGREEMENTANNEX
                  VI
              COMPANY’S
                  SEC DOCUMENTS AVAILABLE ON EDGARANNEX
                  VII
              USE
                  OF PROCEEDSANNEX
                  VIII
              COMPANY
                  DISCLOSURE