**EMPLOYMENT
      AGREEMENT**




This
      Employment Agreement (the “ Agreement ”)
      is
      entered into by and between Rim Semiconductor Company (the “Company”), and David
      Wojcik (the “ Employee ”).
      The
      Company desires to employ the Employee, and the Employee desires to be employed
      by the Company. Therefore, in consideration of the mutual promises and
      agreements contained herein, the parties hereby agree as follows:




**SECTION
      1 - EMPLOYMENT**




1.1  **Employment** .
      The
      Company hereby employs the Employee and the Employee hereby accepts employment
      by the Company for the period and upon the terms and conditions contained in
      this Agreement. Employment will commence on September 1, 2006. The Employee
      is employed at-will, which means that either the Company or the Employee can
      end
      the employment relationship at any time, with or without reason or notice,
      however Employee will be eligible for a Severance Payment, (a) if the Company
      ends his employment for any reason other than Good Cause following a written
      notice and a thirty (30) day “cure” period excluding 2, 4, 5 & 6 within the
      definition of Good Cause below; or (b) if the Employee resigns for Good Reason.
      “Good Cause” is defined as (1) willful failure or neglect by the Employee
      to substantially perform his assigned duties following a written notice and
      a
      thirty (30) day “cure” period (other than a failure to perform resulting from
      Employee’s disability due to his illness or injury); (2) engaging in
      criminal conduct or conduct constituting moral turpitude; (3) willful
      insubordination; (4) embezzlement, theft or misappropriation of the
      Company’s property; (5) fraud, acts of dishonesty or misrepresentation or
      other acts (including any breach of the Employee’s covenants contained in this
      Agreement) that cause harm to the Company or substantial damage to its
      reputation (other than as a consequence of good faith decisions made by the
      Employee in the normal performance of his duties); (6) conviction for or
      plea of no contest to a felony offense; (7) material breach of this
      Agreement or any written policies of the Company; (8) breach of the
      Employee’s fiduciary obligations to the Company; or (9) any substance abuse
      which materially affects the performance of Employee’s duties and
      responsibilities to the Company. “Good Reason” is defined as (1) the Company’s
      material breach of this Agreement following a thirty (30) day “cure period”; (2)
      a material and adverse change in Employee’s duties and responsibilities with the
      Company which change is inconsistent with his current title; (3) if Employee
      moves to Portland, OR, any relocation of Employee’s principal business location
      to more than fifty (50) miles from Portland, OR; or (4) a Change in Control
      as
      defined in the Stock Option Agreement between the Company and the Employee.
      The
“Severance Payment” is defined as twelve months of Employee’s base salary in
      effect on the date of termination of employment.




1.2  **Office
      and Duties** .
      The
      Employee shall serve the Company as Senior Vice President, with the authority,
      duties and responsibilities customarily incident to such office. The Employee
      shall perform such other services commensurate with his position as may from
      time to time be assigned to the Employee by the President and CEO of the
      Company. Further, the Employee’s actions shall at all times be subject to the
      direction of the President and CEO of the Company.




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1.3  **Performance** .
      While
      employed under this Agreement, the Employee shall devote on a full-time basis
      his best efforts to the performance of his duties hereunder in a manner that
      will faithfully and diligently further the business and interests of the
      Company. The Employee shall comply with the employee policies or written manuals
      of the Company as they exist from time to time as applicable generally to the
      Company’s employees. The Employee shall not work either on a part-time or
      independent contractor basis for any other business or enterprise while employed
      under this Agreement, provided however, nothing herein shall preclude Employee
      from serving on the Boards of other companies or charitable organizations and
      so
      long as such service does not interfere with the performance of the Employee’s
      duties hereunder.




1.4  **Place
      of Work** .
      The
      Employee shall perform services under this Agreement *[Option:
      at the Company’s principal office in Portland, Oregon],* and at
      such other place or places as the Employee and the Company shall mutually agree.
      In addition, the Employee understands and agrees that he may be required to
      travel extensively in connection with the performance of his
      duties.




**SECTION
      2 - COMPENSATION FOR EMPLOYMENT**




2.1  **Base
      Salary** .
      The
      base annual compensation of the Employee for all of his employment services
      to
      the Company under this Agreement shall be $225,000.00, which the Company shall
      pay to the Employee in equal installments and in accordance with the normal
      payroll policies of the Company. The base annual compensation may be increased
      at the sole discretion of the President and CEO of the Company.




2.2  **Quarterly
      Bonus** .
      The
      Employee shall be entitled to receive a quarterly bonus of $40,000.00 per fiscal
      quarter, to be determined by the Compensation Committee or designee which has
      the right to set objectives and review the Employee’s accomplishment toward
      those objectives, and pay the bonus or portion thereof, if earned. Further,
      the
      Employee must remain employed by the Company through the end of any fiscal
      quarter, in order to be eligible for the bonus arising from services performed
      during that quarter. Any such bonus will be paid to Employee no later than
      the
      fifth business day of the ensuing calendar quarter. The Company agrees that
      Employee may be eligible for the full amount of bonus for the quarter ending
      October 31, 2006 and it will not be prorated in proportion to the days
      actually worked in that quarter.




2.3  **Commission** .
      TBD.




2.4  **Stock
      Options** .
      All
      options previously granted to Employee to purchase Company common stock are
      deemed immediately vested. The Company agrees to grant Employee an option to
      purchase up to an additional 3.5 million shares of Company common stock at
      an exercise price of $0.158 per share, in accordance with the vesting and other
      provisions of an Option Agreement substantially in the form provided to
      Employee.




2.5  **Payment
      and Reimbursement of Expenses** .
      The
      Company shall pay or reimburse the Employee for all reasonable travel and other
      expenses incurred by the Employee in performing his obligations under this
      Agreement in accordance with the policies and procedures of the Company,
      provided that the Employee properly accounts for such expenses in accordance
      with the regular policies of the Company.




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2.6  **Other
      Benefits** .
      While
      employed under this Agreement, the Employee shall be entitled to participate
      in
      or receive benefits under any health and welfare or retirement type plan or
      arrangement made available by the Company and on terms no less favorable than
      those afforded to its senior executive employees (including any medical, dental,
      short-term and long-term disability, life insurance and 401(k) programs),
      subject to and on a basis consistent with the terms, conditions and overall
      administration of such plans and arrangements. Any such plan or arrangement
      shall be revocable and subject to termination or amendment at any time. The
      Employee shall be entitled to twenty (20) business days of vacation per calendar
      year.




2.7  **Relocation
      Expenses** .
      If the
      Employee agrees to relocate, the Company agrees to relocate Employee and his
      immediate family from Denver, CO to Portland, OR and to provide a relocation
      bonus of $100,000.00 and reimburse the Employee for covered costs, up to a
      limit
      of $25,000.00. Covered costs include: (1) air fare, lodging, meals and
      local transportation incurred during two trips by Employee and Employee’s spouse
      to Portland, OR to search for housing; (2) a licensed brokers’ commission
      and closing costs on Employee’s current primary residence; (3) movement of
      household effects including up to two motor vehicles; and (4) temporary
      lodging for up to three months while searching for or preparing the residence
      in
      Portland, OR. Other costs, if any, may be approved in advance by the President
      and CEO upon written request by the Employee. The Company agrees to gross up
      payments to Employee under this paragraph that exceeds limits imposed by the
      Internal Revenue Service. Employee will sign a separate Relocation Agreement,
      in
      which Employee agrees to repay the Company for a prorated amount of the
      reimbursed covered costs, should he leave employment with the Company within
      six
      months of the effective date of this Agreement, unless such termination of
      employment was due to Employee’s death, disability or a reduction in
      force.




**SECTION
      3 - CONFIDENTIAL INFORMATION**




3.1  **Confidential
      Information** .
      The
      Company agrees that it will provide Employee with specialized knowledge
      regarding the Company’s business, and will provide Employee with initial and
      ongoing confidential information and trade secrets of the Company and its
      subsidiaries (hereinafter referred to as “Confidential Information”). For
      purposes of this Agreement, Confidential Information includes, but is not
      limited to, any software developed by the Company and documentation relating
      to
      such software, product specifications and documentation related to such
      specifications, technology developed by the Company and documentation related
      to
      such technology, recruiting methodology, sales methodology, information
      regarding the Company’s customers/clients, pricing information, sales
      procedures, operating procedures, marketing plans and procedures, financial
      information, engineering information, other technical or business information
      of
      the Company, and any other information which Employee has reason to believe
      the
      Company would not want disclosed to the public or to a third party. Employee
      understands and acknowledges that such Confidential Information gives the
      Company a competitive advantage over others who do not have the information,
      and
      that the Company would be harmed if the Confidential Information were
      disclosed.




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3.2  **Disclosure
      Of Confidential Information** .
      Employee agrees that he will hold all Confidential Information in trust for
      the
      Company and will not: (1) use the information for any purpose other than
      the benefit of the Company; or (2) disclose to any person or entity any
      Confidential Information except as necessary during Employee’s employment with
      the Company to perform services on behalf of the Company. Employee will also
      take reasonable steps to safeguard such Confidential Information and to prevent
      its disclosure to unauthorized persons.




3.3  **Return
      Of Information** .
      Upon
      termination of employment, or at any earlier time as directed by the Company,
      Employee shall immediately deliver to the Company any and all Confidential
      Information in Employee’s possession, any other documents or information which
      Employee acquired as a result of his employment with the Company and any copies
      of any such documents/information. Employee shall not retain any originals
      or
      copies of any documents or materials related to the Company’s business which
      employee came into possession of or created as a result of his employment with
      the Company. Employee acknowledges that such information, documents and
      materials are the exclusive property of the Company. In addition, upon
      termination of employment, or at any time earlier as directed by the Company,
      Employee shall immediately deliver to the Company any property of the Company
      in
      the Employee’s possession.




**SECTION
      4 - OWNERSHIP OF INFORMATION,**




**INVENTIONS
      AND ORIGINAL WORK**




4.1  **Ownership
      Of Information, Inventions And Original Work** .
      Employee agrees that any creative works, discoveries, designs, software,
      computer programs, inventions, improvements, modifications, enhancements,
      know-how, formulation, concept or idea which is conceived, created or developed
      by Employee, either alone or with others (collectively referred to as “Work
      Product”) is the exclusive property of the Company if either:




a.  it
      was
      conceived or developed in any part on Company time;




b.  any
      equipment, facilities, materials or Confidential Information of the Company
      was
      used in its conception or development; or




c.  it
      either: (i) relates, at the time of conception or reduction to practice, to
      the Company’s business or to an actual or demonstrably anticipated research or
      development project of the Company, or (ii) results from any work performed
      by Employee for the Company.




With
      respect to any such Work Product, Employee agrees as follows:




a.  Employee
      shall promptly disclose the Work Product to the Company;




b.  Employee
      agrees to assign, and hereby does assign, all proprietary rights to such Work
      Product to the Company without further compensation;




c.  Employee
      agrees not to file any patent or copyright applications related to such Work
      Product except with the written consent of the President and CEO of the
      Company;




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d.  Employee
      agrees to assist the Company in obtaining any patent or copyright on such Work
      Product, and to provide such documentation and assistance as is necessary to
      the
      Company to obtain such patent or copyright; and




e.  Employee
      shall maintain adequate written records of such Work Product, in such a format
      as may be specified by the Company. Such records will be available to and remain
      the sole property of the Company at all times.




Any
      Work
      Product disclosed by Employee within one (1) year following the termination
      of
      employment from the Company shall be deemed to be owned by the Company under
      the
      terms of this Agreement, unless proved by the Employee to have been conceived
      after such termination.




**SECTION
      5 - RESTRICTIVE COVENANTS**




5.1  **Restrictive
      Covenants** .
      Employee acknowledges that in order to effectuate the promise to hold
      Confidential Information in trust for the Company, it is necessary to enter
      into
      the following restrictive covenants. Without the prior written consent of the
      Company, Employee shall not, during employment at the Company or for a period
      of
      one year following the termination of employment:




a.  Solicit,
      induce or attempt to solicit or induce, on behalf of himself or any other person
      or entity, any employee of the Company to terminate their employment with the
      Company;




b.  Solicit
      business from, attempt to do business with, or do business with any person
      or
      entity that was a customer/client of the Company during Employee’s employment
      with the Company, if such business is in the scope of services or products
      provided by the Company. The geographic area for purposes of this restriction
      is
      the area where the customer/client is located and/or does business;




c.  Engage
      in
      or perform services for a Competing Business. For purposes of this Agreement,
      “Competing Business” is one which provides the same or substantially similar
      products and services as those provided by the Company during Employee’s
      employment, including but not limited to providers of semiconductor technology.
      The geographic area for purposes of this restriction is the area(s) within
      a 50
      mile radius of any Company office in existence during Employee’s employment with
      the Company; or




d.  Have
      any
      indirect or direct financial interest in a Competing Business; provided,
      however, that the ownership by Employee of any stock listed on any national
      securities exchange of any corporation conducting a competing business shall
      not
      be deemed a violation of this Agreement if the aggregate amount of such stock
      owned by Employee does not exceed one percent (1%) of the total outstanding
      stock of such corporation.




Employees
      agrees that these restrictive covenants (1) are reasonable in scope for the
      purpose of protecting the Company’s business interests; (2) will not
      interfere with the Employee’s ability to pursue his livelihood after termination
      of the Agreement; (3) do not impose a greater restraint than is necessary
      to protect the Confidential Information, goodwill and other business interests
      of the Company and that the Employee has received adequate consideration under
      this Agreement to support his return promises.




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**SECTION
      6 - REMEDIES**




6.1  **Remedies** .
      In the
      event of a breach of this Agreement by Employee, the Company shall be entitled
      to all appropriate equitable and legal relief, including, but not limited to:
      (1) injunction to enforce this Agreement or prevent conduct in violation of
      this
      Agreement; (2) damages incurred by the Company as a result of the breach; and
      (3) attorneys’ fees and costs incurred by the Company in enforcing the terms of
      this Agreement. Additionally, any period or periods of breach of Section 5
      of this Agreement shall not count toward the one (1) year restriction, but
      shall
      instead be added to the one (1) year restrictive period.




**SECTION
      7 - REPRESENTATION BY EMPLOYEE**




7.1  **Representation
      by Employee** .
      Employee hereby represents and warrants to the Company that the execution of
      this Agreement by Employee and Employee’s performance of his duties hereunder
      will not conflict with, cause a default under, or give any party a right to
      damages under any other agreement to which Employee is a party or is
      bound.




**SECTION
      8 - GENERAL**




8.1  **Governing
      Law** .
      This
      Agreement shall be governed by and construed under the laws of the State of
      Oregon or, at the Company’s sole option, by the laws of the state or states
      where this Agreement may be at issue in any litigation involving the Company.
      Venue of any litigation arising from this Agreement shall be in a court of
      competent jurisdiction in Multnomah County, Oregon.




8.2  **Binding
      Effect** .
      All of
      the terms and provisions of this Agreement shall be binding upon and inure
      to
      the benefit and be enforceable by the respective heirs, representatives,
      successors (including any successor as a result of a merger or similar
      reorganization) and assigns of the parties hereto, except that the duties and
      responsibilities of the Employee hereunder are of a personal nature and shall
      not be assignable in whole or in part by the Employee, and the Company may
      not
      assign its rights, duties, or responsibilities without the consent of the
      Employee.




8.3  **Notices** .
      All
      notices required to be given under this Agreement shall be in writing and shall
      be deemed to have been given and received when personally delivered, or when
      mailed by registered or certified mail, postage prepaid, return receipt
      requested, or when sent by overnight delivery service, addressed as
      follows:




If
                to the Employee:
            David
                Wojcik
              c/o
                Rim Semiconductor Company
              305
                N.E. 102nd Avenue, Ste. 105
              Portland,
                OR 97220






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If
                to the Employer:
            Brad
                Ketch
              President
                and CEO
              Rim
                Semiconductor Company
              305
                N.E. 102nd Avenue, Ste. 105
              Portland,
                OR 97220


Such
      addresses may be changed from time to time by written notice to the other
      party.




8.4  **Entire
      Agreement; Modification** .
      This
      Agreement constitutes the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and supersedes all other agreements (oral or written)
      with respect to the subject matter hereof. This Agreement may not be modified
      or
      amended in any way except in writing by the parties hereto.




8.5  **Duration** .
      Notwithstanding the termination of Employee’s employment by the Company, this
      Agreement shall continue to bind the parties for so long as any obligations
      remain under the terms of this Agreement.




8.6  **Waiver** .
      No
      waiver of any breach of this Agreement shall be construed to be a waiver as
      to
      succeeding breaches.




8.7  **Severability** .
      In the
      event any court of competent jurisdiction holds any provision of this Agreement
      to be invalid, the remaining provisions shall not be affected or invalidated
      and
      shall remain in full force and effect.




8.8  **Subsidiaries** .
      Wherever the term Company is referred to in this Agreement, it shall include
      all
      subsidiaries of the Company even where the term “subsidiaries” is not explicitly
      stated in connection with such reference, as such subsidiaries may exist from
      time to time.




IN
      WITNESS WHEREOF, the parties hereto, intending to be legally bound, have duly
      executed this Agreement as of the day and year first written above.




**EMPLOYEE:**





/s/
      David
      Wojcik


David
      Wojcik





Date: 9/1/06








**RIM
      SEMICONDUCTOR
      COMPANY:**





By: /s/
      Brad Ketch


Brad
      Ketch


President
      and
      CEO





Date: September
      1, 2006




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