Hellosoft Technology License Agreement - RIM SEMICONDUCTOR CO - 3-17-2006

Document Sample
Hellosoft Technology License Agreement - RIM SEMICONDUCTOR CO - 3-17-2006 Powered By Docstoc
					                                                  EXHIBIT 10.10

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE
CONFIDENTIAL PORTIONS HAVE BEEN REDACTED AND ARE DENOTED BY A TRIPLE
ASTERISK (***). THE CONFIDENTIAL PORTIONS HAVE BEEN SEPARATELY FILED WITH THE
COMMISSION.]

                         HELLOSOFT TECHNOLOGY LICENSE AGREEMENT
                                 FOR RIM SEMICONDUCTOR

This License Agreement (the "Agreement") is made and entered into as of February 3, 2006 (the "Effective
Date") between HelloSoft, Inc., a Delaware corporation, having a principal place of business at 2099 Gateway
Place, Suite 200, San Jose, California 95110 ("HelloSoft"), and Rim Semiconductor, a Delaware corporation
having a principal place of business at 305 NE 102nd Avenue, Suite 105, Portland, OR 97220 ("Licensee").

Whereas HelloSoft is in the business of developing, designing, licensing and distributing software technology
products;

Whereas Licensee wishes to obtain certain license rights from HelloSoft to design, manufacture and sell chips that
contain HelloSoft object code.

NOW THEREFORE, in consideration of the parties' mutual covenants as set forth below, HelloSoft and
Licensee agree as follows:

1. DEFINITIONS

1.1. "AFFILIATES" means a corporation or any other legal entity, including subsidiaries or related companies,
the majority of whose shares or other securities entitled to vote for election of directors (or managing authority) is
now or hereafter controlled by Licensee either directly or indirectly.

1.2. "CONFIDENTIAL INFORMATION" means and the terms and conditions of this Agreement, and any
information, technical data, or know-how related to any aspect of either party's business and disclosed by such
party (the "disclosing party") to the other party (the "receiving party") including, but not limited to, technologies,
research, products, proposals, software, services, development, inventions, processes, designs, drawings,
engineering, marketing, customer lists and finances, and which is either marked "confidential" or "proprietary" or,
if disclosed orally or by visual inspection, is designated as confidential or proprietary at the time of disclosure and
confirmed in a writing so marked within twenty (20) days following disclosure.. Confidential Information does not
include any such information, technical data, or know-how which (i) is or becomes publicly available without the
breach of this Agreement by the y receiving party; (ii) is released by written consent of the disclosing party for
disclosure by the receiving party; (iii) is known by the receiving party prior to the disclosure by the disclosing
party; (iv) is rightfully received by the receiving party from a third party who has the legal right to disclose it,
without an obligation to keep such information confidential; or (v) is independently developed by the receiving
party's employees or the employees of a party's Affiliate not having access to such information.

1.3. "INTELLECTUAL PROPERTY" means patent rights (including patent applications and disclosures),
copyrights, trade secrets, know-how and any other intellectual property rights recognized in any country or
jurisdiction of the world, but does not mean trademark, trade names, logos, or service marks.
1.4. "LICENSED TECHNOLOGY" means the HelloSoft proprietary software and related documentation
described in Exhibit A of this Agreement.

1.5. "LICENSED PRODUCT" means a product of Licensee or an Affiliate of Licensee, as described in Exhibit
E of this Agreement, containing the Licensed Technology.

1.6. "DELIVERABLES" means the items to be delivered to Licensee by HelloSoft, as set forth in Exhibit B of
this Agreement.

1.7 "USE" means the use by Licensee of the Licensed Technology to make a unique version of a Licensed
Product with respect to either the chip or the operating system. The number of USES shall mean the number of
such versions that are made by or for Licensee.

2. GRANT OF LICENSE

2.1. LICENSE TO USE LICENSED TECHNOLOGY Subject to the terms and conditions of this Agreement
and payment to Hellosoft as per Exhibit C, HelloSoft hereby grants to Licensee, and Licensee accepts, a
worldwide, non sub licensable, nonexclusive, nontransferable, non-assignable (except as set forth in ss.11.6 of
this Agreement) license to demonstrate, display, develop, make, have made, sell and lease a Licensed Product
containing the Licensed Technology in object code form ("Development and Manufacturing Right") for telephony
wireline applications.

2.2. DOCUMENTATION HelloSoft will provide to Licensee the documentation set forth in Exhibit B hereto
relating to the Licensed Technology, in electronic format. HelloSoft hereby grants to Licensee a nonexclusive,
nontransferable, worldwide license to copy, modify, have modified, and distribute internally and to its Affiliates, in
whole or in part, the documentation only in connection with the development, manufacture and sale of the
Licensed Product.

2.3. LICENSEE MATERIALS. Licensee will provide to Hellosoft the material as set forth in Exhibit F for
HelloSoft's use in delivering to Licensee the Deliverables as per Exhibit B (the "Licensee Materials"). Licensee
grants to HelloSoft a royalty-free, non-exclusive, revocable license to use, reproduce and modify the Licensee
Materials solely for the purpose of performing its development and delivery obligations to Licensee hereunder.
The Licensee Materials are and shall remain the sole and exclusive property of Licensee. No other rights or
licenses to use such Licensee Materials or any intellectual property of Licensee are granted hereunder.

3. PAYMENTS AND DELIVERY

3.1. LICENSE FEE AND ROYALTIES: In consideration of the licenses granted to Licensee and the
Deliverables provided to Licensee hereunder, Licensee will pay HelloSoft the license fee, non-recurring
engineering charges ("NRE") and royalties as set forth in Exhibit C. HelloSoft will deliver to Licensee, in
electronic media, the Deliverables set forth in Exhibit B. Royalties shall be payable in accordance with
Section 4.

3.2. TAXES Licensee will be responsible for the payment of all export, excise, sales, use, property and other
taxes based upon the transactions under this Agreement or the fees paid hereunder, other than taxes imposed
upon or measured by HelloSoft's net income.

4. REPORTS AND AUDITS

4.1 REPORTS Royalty payments will accrue during the Licensee fiscal quarters in which the Licensed Products
are shipped. On or before the thirtieth (30th) day following the close of each Licensee fiscal quarter Licensee will
deliver to

                                                          2
HelloSoft a royalty report which states: (a) the number of all units of the Licensed Product for which royalties
accrued during such fiscal quarter by product type; and (b) the total amount of the royalties payable to HelloSoft.
The report shall be accompanied by the payment of the royalties accrued during the quarter.

4.2 AUDIT For a period of three (3) years after each payment of royalties, Licensee will maintain such accurate
books and records relating to Licensee's performance under this Agreement as will be sufficient to confirm
Licensee's proper payment of such royalties due under this Agreement and compliance with Sections 2.1 through
2.2. Licensee will be responsible for reporting and payment to HelloSoft for all Licensed Product, by product
type, shipped by it or any of its Affiliates, or on their behalf. Licensee will permit a nationally known, independent
accounting firm reasonably acceptable to Licensee, under a confidentiality agreement with Licensee, to audit such
books and records as may reasonably be required to verify proper payment of royalties due under this
Agreement and compliance with Sections 2.1 through 2.2, at such times as HelloSoft may reasonably request,
upon reasonable written notice. All such records of Licensee will be considered Licensee's Confidential
Information. The accounting firm shall provide to HelloSoft only such information as is necessary to calculate the
amount of royalties due hereunder and verify compliance with Sections 2.1 through 2.2, and shall provide
Licensee with a copy of any report or written document provided to HelloSoft in connection with such audit.
Licensee agrees to provide, and agrees to cause its Affiliates to provide, reasonable assistance, without charge,
to the independent accounting firm in conducting the audit. HelloSoft will pay the cost of audits unless any audit
reveals that Licensee has underpaid royalties by more than seven and one-half percent (7.5%) of the royalties
owed, in which case Licensee will bear all expenses reasonably incurred by HelloSoft in connection with the
audit. Audits will not unreasonably interfere with Licensee's business activities. Unless an audit reveals an
underpayment of more than seven and one-half percent (7.5%) of the royalties owed, Licensee and its Affiliates
will not be required to submit to any audit more than once during any twelve (12) month period.

5. MAINTENANCE AND SUPPORT

5.1. MAINTENANCE AND SUPPORT HelloSoft will provide annual maintenance and support per the terms
shown in Exhibit D.

6. OWNERSHIP RIGHTS

6.1. OWNERSHIP HelloSoft will retain all ownership, right, title, and interest (including, without limitation, all
copyrights, patents and other intellectual property rights) in and to the Licensed Technology and the Deliverables.
Licensee and/or its Affiliates will have and retain all ownership, right, title and interest (including, without
limitation, all copyrights, patents and other intellectual property rights) in and to the Licensed Product, subject to
HelloSoft's underlying interest in the Licensed Technology.

6.2. PROPRIETARY NOTICES All copies of the Deliverables made by Licensee will contain HelloSoft's
proprietary notices as established by guidelines promulgated from time to time by HelloSoft, and Licensee will not
remove any copyright or other proprietary notices contained in the Hellosoft Deliverables and/or Licensed
Technology.

6.3. TRADEMARKS Except as provided in this Agreement, Licensee may not use HelloSoft's name, logo, or
trademarks without HelloSoft's prior written consent, which shall not be unreasonably withheld.

6.4. RIGHT TO LICENSE Licensee hereby expressly acknowledges and affirms Hellosoft's assertion of a right
to license the Licensed Technology. Accordingly, Licensee will not at any time, and Licensee will ensure that its
Affiliates will not at any time, directly or indirectly, oppose the grant of, dispute the validity of or cooperate in any
suit or proceeding which challenges or disputes any proprietary rights of HelloSoft in the Licensed Technology or
HelloSoft in the licensing of the Deliverables, or any portion thereof. The foregoing shall not be construed as
limiting Licensee's right to indemnification under Section 8.

                                                            3
7. REPRESENTATIONS AND WARRANTIES

7.1. HELLOSOFT REPRESENTATIONS HelloSoft represents and warrants to Licensee only that (a) it
possesses the right and capacity to enter into this Agreement; and (b) the Hellosoft Deliverables will operate in
accordance with the specification as described in Exhibit B.

7.2. LICENSEE REPRESENTATIONS Licensee represents and warrants that: (a) it possesses the right and
capacity to enter into this Agreement; and (b) it will comply with the guidelines of Hellosoft as per ss.6.2 or as
reasonably modified by Hellosoft from time to time.

7.3. DISCLAIMER EXCEPT AS PROVIDED IN ss.7.1 HELLOSOFT MAKES NO WARRANTY OF
ANY KIND WITH REGARD TO THE LICENSED TECNOLOGY, AND THE DELIVERABLES.
HELLOSOFT EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, WHETHER ARISING IN LAW, CUSTOM, CONDUCT, OR OTHERWISE.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1. HELLOSOFT INDEMNIFICATION HelloSoft agrees to defend or settle at HelloSoft's own expense and
under HelloSoft's sole control any claim, suit or proceeding brought by a third party against Licensee or an
Affiliate of Licensee to the extent that such claim, suit or proceeding is based upon any claim of intellectual
property infringement with respect to Licensed Technology, subject to the limitations herein. HelloSoft will be
relieved of the foregoing obligations unless Licensee (i) notifies HelloSoft promptly in writing of such claim, suit or
proceeding, and (ii) gives HelloSoft information and assistance with respect to any such claim, suit or proceeding.
HelloSoft will not enter into a settlement agreement without Licensee's prior written consent, which consent shall
not be unreasonably withheld. If the Licensed Technology, or any part thereof, is finally adjudicated to be, or in
HelloSoft's opinion may become, the subject of any claim, suit or proceeding for infringement of any patent,
copyright, trade secret, or other intellectual property rights of a third party, or if the distribution or use of the
Licensed Product, or any part thereof, is enjoined, then HelloSoft will, at HelloSoft's option and expense: (i)
procure for Licensee and its Affiliates and Customers the right to distribute and/or use the Licensed Product
under such proprietary rights; or (ii) suitably modify the Licensed Technology while maintaining functionality and
performance equivalent to the Licensed Technology originally delivered hereunder, or (iii) refund the license fees
paid therefor by Licensee upon Licensee's return of all materials related to the Licensed Technology. HelloSoft
will not be liable for any costs or expense incurred by Licensee in connection with the claim, suit or proceeding
without HelloSoft's prior written authorization, such authorization not to be unreasonably withheld. HelloSoft
assumes no liability in connection with, arising from or resulting from:: (x) any combination of the Licensed
Technology with other technology or products if such liability would not have arisen but for the combination; or
(y) any modification of the Licensed Technology or Documentation, unless such modification was made by
HelloSoft pursuant to specifications and designs drafted by HelloSoft, if such liability would not have arisen but
for such modification.

8.2. LICENSEE INDEMNITY Licensee agrees to indemnify and hold HelloSoft harmless and to defend and
settle at Licensee's expense under Licensee's sole control and pay all damages, liability, expenses (including but
not limited to reasonable attorney's fees), resulting from any claim, suit or proceeding brought against HelloSoft
by a third party arising out of a cause set forth in Section 8.1 (x) or (y). Licensee will be relieved of the foregoing
obligations unless HelloSoft (i) notifies Licensee promptly in writing of such claim, suit or proceeding, and (ii)
gives Licensee information and assistance with respect to any such claim, suit or proceeding. Licensee will not
enter into a settlement agreement without HelloSoft's prior written consent, which consent shall not be
unreasonably withheld.

                                                           4
8.3. EXCLUSIVE REMEDY THE FOREGOING PROVISIONS OF THIS ss.8 STATE THE ENTIRE
LIABILITY AND OBLIGATIONS OF EACH PARTY AND THE EXCLUSIVE REMEDY OF EACH
PARTY WITH RESPECT TO ANY ALLEGED INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT
BY THE LICENSED TECHNOLOGY.

8.4. LIMITATION UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE ENTITLED TO
RECOVER FROM THE OTHER ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR SPECIAL
DAMAGES, WHETHER IN CONTRACT OR IN TORT, EVEN IF THE PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT, WITH THE EXCEPTION OF A
BREACH OF THE LICENSING RESTRICTIONS IN SECTIONS 2.1 THROUGH 2.2 AND/OR THE
CONFIDENTIALITY OBLIGATION IN SECTION 9, SHALL HELLOSOFT'S OR LICENSEE'S TOTAL
LIABILITY UNDER THIS AGREEMENT OR FOR BREACH OF THIS AGREEMENT, WHETHER
BASED UPON CONTRACT, INDEMNIFICATION, TORT (INCLUDING WITHOUT LIMITATION
NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, EXCEED THE LICENSE
FEES PAID (AS TO HELLOSOFT'S LIABILITY) OR PAID AND PAYABLE (AS TO LICENSEE'S
LIABILITY) BY LICENSEE TO HELLOSOFT HEREUNDER. NOTWITHSTANDING, SECTION 8,1,
HELLOSOFT SHALL HAVE NO LIABILITY FOR ANY THIRD-PARTY'S CLAIM IN RESPECT OF
THE PATENTS OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS OR COPYRIGHTS THAT (i)
CONSTITUTE ITU-T OR ETSI OR OTHER STANDARDS-BASED RECOMMENDATIONS, AND (ii)
ARE ESSENTIAL AND INEVITABLE TO SATISFY THE SAID RECOMMENDATIONS, AND (iii) ARE
RELATED TO ITEMS G.723.1 AND G.729AB OF THE DELIVERABLES SET FORTH IN EXHIBIT B.
EACH PARTY ACKNOWLEDGES THAT THE FOREGOING WAIVER SERVES AS A MATERIAL
INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT.

9. CONFIDENTIALITY

9.1. RESTRICTIONS Each party (i) agrees not to disclose Confidential Information given to it by the other party
to any person, real or legal (including, without limitation, the receiving party's employees), except as necessary for
the other party to perform its obligations and/or exercise its rights under this Agreement or as required by court
order; (ii) will require its employees having access to Confidential Information and any third party to whom
disclosure of Confidential Information is permitted and necessary hereunder to sign or already have signed a
confidentiality agreement containing provisions substantially similar to this Agreement; (iii) will exercise the same
degree of care to safeguard the confidentiality of such Confidential Information as it would exercise in protecting
the confidentiality of similar property of its own (but in no event less than is standard in the industry);
(iv) agrees to use its diligent efforts to prevent inadvertent or unauthorized disclosure, publication or dissemination
of any Confidential Information; and (v) agrees not to use the Confidential Information for any purpose not
authorized hereunder. Confidential Information will be maintained in confidence for a period of five (5) years from
the date of disclosure, except the Confidential Information of HelloSoft incorporated into the Deliverables which
will be maintained in confidence in perpetuity. Upon termination of this Agreement, each party will promptly
deliver to the other party all Confidential Information provided by that party during the term of this Agreement.
Licensee and HelloSoft will each be entitled to such remedies as may be available against the other under the
applicable law for any loss or damage the other may sustain as a result of the wrongful use or disclosure by the
other party (or any employees, contractors, or permitted assignees of the other party or Licensee's Affiliate) of its
Confidential Information.

                                                          5
9.2. UNAUTHORIZED DISCLOSURES Each party will notify the other of any actual or suspected
unauthorized use or disclosure of Confidential Information or infringement of any Confidential Information of
which such party has knowledge, and will reasonably cooperate with the other party in the investigation and
prosecution of such unauthorized use, disclosure, or infringement. In the event of unauthorized use of confidential
information by a party of this agreement, such party will take all reasonable steps to mitigate the harm resulting
from such use or disclosure.

9.3. RELEASE TO LICENSEE'S CUSTOMERS The parties will mutually agree upon a subset of the
Confidential Information which may be disclosed to Licensee's customers, and used by such customers, for the
sole purpose of helping such customers design Licensed Product into their end products, provided that: (a) such
disclosure is subject to the terms and conditions set forth in ss.9.1 and ss.9.2; and (b) Licensee's customers will
have no right to copy (except as necessary for customers to carry out such design), distribute or further disclose
such Confidential Information. Licensee will require all such customers to execute written confidentiality
agreements with Licensee that, without limitation, contain the foregoing terms and conditions, and impose on such
customers the obligations and restrictions imposed on Licensee in this ss.9, and designate Hellosoft as a third-
party beneficiary of such customer obligations.

10. TERM AND TERMINATION

10.1. TERM This Agreement will commence on the Effective Date and continue for a four (4)- year term unless
the Agreement is terminated earlier under the provisions of this ss.10 (the "Term"). In the event of termination of
this Agreement due to expiry of the Term, Licensee shall have the right in perpetuity to continue shipping and
supporting those USES of the Licensed Product as to which the License Fees per Exhibit C had been paid to
HelloSoft prior to the time of termination due to expiry of the Term, subject to the Licensee continuing to comply
with ss.3, ss.4 and ss.9, including the reporting and payment of royalties and continuing in perpetuity to maintain
in confidence the Confidential Information of Hellosoft incorporated into the Deliverables.

10.2. TERMINATION FOR CAUSE If either party defaults in the performance of any material provision of this
Agreement, then the non-defaulting party shall give written notice to the defaulting party that if the default is not
cured within thirty (30) days, (or, if it cannot be cured in that time, the party has not commenced remedial
procedures reasonably satisfactory to the non-breaching party), then the Agreement will automatically terminate
at the end of such period. Any breach of the provisions in ss.9 will be considered breaches, which cannot be
cured and may be the basis for the immediate termination of this Agreement.

10.3. EFFECT OF TERMINATION FOR CAUSE In the event this Agreement is terminated pursuant to
ss.10.2 due to Licensee's breach, all rights granted to Licensee with respect to the Licensed Technology, which
had been granted pursuant to this Agreement, will then be terminated.

10.4. SURVIVAL The provisions of ss.ss.1, 6, 7, 8, 9, 10 and 11 will survive any termination of this Agreement.

10.5. ACCELERATION OF PAYMENTS In the event that this Agreement is terminated, the payment date of
all payments that already have accrued will be accelerated and such payments will become immediately due and
payable as of the date of termination.

10.6. TERMINATION NOT EXCLUSIVE REMEDY Except as expressly limited by this Agreement,
termination of this Agreement will be without prejudice to any other remedy which may be available to a party
due to default of this Agreement. Violation of obligations under this Agreement may cause irreparable harm and
damage, which may not be recovered at law, and remedies for breach of this Agreement may be awarded in
equity through injunctive relief by any court of competent jurisdiction.

                                                          6
11. MISCELLANEOUS

11.1. RELATIONSHIP The relationship between the parties will be that of independent contractors. Nothing
contained herein will be construed to imply a joint venture, principal or agent relationship, or other joint
relationship, and neither party will have the rights, power or authority to create any obligation, express or implied,
on behalf of the other.

11.2. GOVERNING LAW This Agreement shall be governed in all respects by the substantive laws of the State
of California, United States of America, exclusive of its conflict of laws rules, as applied to agreements entered
into in California between California residents. The parties specifically agree that the provisions of the United
Nations Convention on the International Sales of Goods are excluded.

11.3. ARBITRATION In the event of any dispute under this Agreement, the parties expressly agree to submit
the grievance to binding arbitration, provided that Hellosoft may also seek equitable relief to protect its
Intellectual Property from any court of competent jurisdiction, in addition to or in lieu of arbitration. A single
arbitrator experienced in technology license agreements who is mutually acceptable to both parties shall hold the
arbitration. The decision of the arbitrator shall be binding upon the parties. The arbitrator shall apply California
Law. The arbitration will be conducted in Santa Clara County, California. Both parties shall share the fees of the
arbitrator equally. Any award rendered by the arbitrator may be entered for enforcement, if necessary, in any
court of competent jurisdiction, the party against whom enforcement is sought bearing the costs and expenses,
including attorney's fees, related to such entry and enforcement.

11.4. WAIVER Failure by any party to enforce any of its rights under this Agreement will not be deemed a
waiver of any right which that party has under this Agreement.

11.5. SEVERABILITY Should any provisions of this Agreement contravene any law or valid regulation of any
government having jurisdiction over the parties, then such provision will be automatically terminated and
performance thereof by the parties waived, and all other provisions of this Agreement will continue in full force
and effect.

11.6. ASSIGNMENT Licensee may not sell, transfer, assign or subcontract any right or obligation under this
Agreement without the prior written consent of HelloSoft, which consent shall not be unreasonably withheld.

11.7. PUBLICITY The parties may (with mutual consent) issue a joint press release or information to the general
public regarding this Agreement. Before such joint press release, neither party will disclose the terms and
conditions of this Agreement. At all times the licensing details and fees involved in this Agreement will remain
confidential. Notwithstanding the restrictions of Section 9, the parties may disclose the existence of this
Agreement and the license rights granted hereunder, but no other terms and conditions hereof, solely for purposes
of marketing and selling their own respective products.

11.8 NOTICES All notices, requests, consents and other communications hereunder will be in writing and
delivered personally, by courier such as DHL or Federal Express, by mail, or by facsimile (with facsimiles to be
promptly confirmed in writing). All such written communications delivered by mail will be mailed, postage
prepaid, either by certified or registered, first-class mail to the parties at their respective addresses as set forth
below, subject to the right of either party to change its address by delivering written notice to the other. Such
notices will be deemed to be effective upon five (5) days following the date of mailing or upon receipt if by
facsimile or personal delivery.

                                                           7
11.9 EXPERT ADVICE Each party has consulted such legal, financial, technical, or other expert it deems
necessary or desirable before entering into this Agreement. Each party represents and warrants that it has read,
knows, understands, and agrees with the terms and conditions of this Agreement. Neither party has relied upon
any oral representation of the other party in entering into this Agreement. All discussions, estimates or projections
developed by a party during the course of negotiating the terms and conditions of this Agreement are by way of
illustration only, and, unless specifically contained in this Agreement or one of its Exhibits, are not binding or
enforceable against the other party in law or in equity.

11.10 EXPORT The parties agree that they shall at all times act in conformity with all applicable laws and
regulations, including but not limited to, the U.S. export laws.

11.11 FORCE MAJEURE Except for payment of moneys due under this Agreement, nonperformance of either
party will be excused to the extent that performance is rendered impossible by fire, flood, governmental acts or
orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control and
not caused by the negligence of the non-performing party.

11.12 ENTIRE AGREEMENT; This Agreement constitutes the complete understanding and agreement of the
parties and supersedes all prior and contemporaneous negotiations, understandings and agreements, oral or
written, with respect to the subject matter of this Agreement. Any modification or amendment of any provision of
this Agreement will be effective only if in writing and signed by an authorized representative of both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives.

"Licensee" HelloSoft

By: Brad Ketch By: Krishna Yarlagadda

          Title: President & CEO                                  Title:    CEO



          Signature: /s/ Brad Ketch                               Signature: /s/ Krishna Yarlagadda
                     ----------------------------                            ----------------------




                                                          8
                                            EXHIBIT A

                                    LICENSED TECHNOLOGY

     IINTEGRATED VOIP SUITE FOR ARM926EJ-S BASED PROCESSOR RUNNING ON

EMBEDDED LINUX OS.

o Voice codecs: ITU-T G.711, G.729A/B, G.723.1, G.726
o Lost Packet Compensation unit (PLC): ITU-T G.711 Appendix I
o VAD/CNG: ITU-T G.711 Appendix II
o ITU-T G.168 compliant Line Echo Canceller (16/32 ms Tail Length)
o Adaptive Jitter Buffer and Packet Play out unit.
o Telephony Modules: DTMF Generator/ Detector, Call Progress Tone Generator/Detector,
o RTP/RTCP: IETF RFC 3550 and 3551
o In-Band Signaling: IETF RFC 2833 RTP Payload for DTMF digits, telephony tones and signals.
o SIP Stack and User Agent for VoIP Terminals based on IETF RFC 3261, Session Description protocol
(SDP) RFC 2327
o Hellosoft's Media processing Framework, Call Control Manager, VoIP System level Framework, OA&M,
DIM, OS Abstraction Layer, Application Interface Layer.
                                                    EXHIBIT B

                                      HELLOSOFT DELIVERABLES

                                                      (B-1)

Object code for the modules set forth below for the ARM9E architecture running Linux OS verified on
Hellosoft's ARM926EJS-based VoIP reference platform:

o ITU-T G.711: Pulse code modulation (PCM) of voice frequencies.

o ITU-T G.711 Appendix I: A high quality low-complexity algorithm for packet loss concealment with G.711
(PLC).

o ITU-T G.711: Appendix II: A comfort noise payload definition for ITU-T G.711 use in packet-based
multimedia communication systems (VAD/CNG).

o ITU-T G.729: Annex A and Annex B, Coding of speech at 8 kbit/s using conjugate structure algebraic-code-
excited linear-prediction (CS-ACELP), silence compression scheme for G.729 optimized for terminals
conforming to recommendation V.70.

o ITU-T G.723.1: Dual Rate Speech Coder for Multimedia Communications Transmitting at 5.3 and 6.3 kbit/s.

o ITU-T G.726: 40, 32, 24, 16 kbit/s adaptive differential pulse code modulation (ADPCM)

o ITU-T G.168 compliant Line Echo Canceller (16/32 ms Tail Length)

o Adaptive Jitter Buffer and Packet Play out Unit

o DTMF Generator/Detector

o Call Progress Tone Generator/Detector

o Media processing Framework.

o RTP/RTCP: IETF RFC 3550 and 3551 Specification

o IETF RFC 2833 RTP Payload for DTMF digits, telephony tones and signals.

o SIP Stack based on IETF RFC 3261

o RFC 2327 Session Description protocol (SDP)

o Call Control Manager

o Hellosoft's VoIP System level Framework, OA&M and DIM

o OS Abstraction Layer

o Application Interface Layers

                                                       9
(B-2) Deliverables for NRE work:

None.
                                                  EXHIBIT C

                                      LICENSE FEES AND ROYALTY

I. ***

II. ***

All fees and royalties paid are non-refundable.

***CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE
COMMISSION.
                                                  EXHIBIT D

                            MAINTENANCE AND SUPPORT AGREEMENT

Licensee will pay Hellosoft an annual maintenance fee of *** for the first year by 4/15/06. Licensee will receive
annual maintenance from HelloSoft which includes updates as available, bug fixes and 100 hours of
email/telephone support for an initial twelve month period commencing on the Effective Date . Licensee will pay
annual maintenance for each additional twelve month period thereafter by paying the annual maintenance fee of
*** by each anniversary of the Effective Date..

Licensee may purchase additional technical support at the following rates:

1. US-based support: ***.
2. India-based support: ***.

Any reasonable expenses incurred by HelloSoft in connection with Licensee requested travel for HelloSoft
technical support will be reimbursed by the Licensee, provided that Licensee approves such expenses in writing
in advance.

All fees paid are non-refundable.

***CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE
COMMISSION.
                                              EXHIBIT E

                                        LICENSED PRODUCT

Licensee's Embarq 30 semiconductor chip, (using ARM9E processor core) running the Linux operating system
incorporating the Licensed Technology in object code form for VDSL applications.
                                                  EXHIBIT F

                                         LICENSEE MATERIALS

Following items will be delivered by Licensee to Hellosoft as per schedule below:

None
                                                   Exhibit 10.11

                                     STOCK OPTION AGREEMENT
                                                OF
                                   RIM SEMICONDUCTOR COMPANY

STOCK OPTION AGREEMENT (this "Agreement") entered into as of the 16th day of February 2006,
between RIM SEMICONDUCTOR COMPANY, a Utah corporation (the "Corporation"), and DAVIS
MUNCK BUTRUS, P.C., a Texas professional corporation (the "Optionee").

The Board of Directors of the Corporation approved the issuance to the Optionee, effective as of the date set
forth above, of a nonqualified stock option to purchase up to an aggregate of 2,000,000 shares of the common
stock, par value $.001 per share, of the Corporation (the "Common Stock"), at an exercise price of $ 0.0319
per share (the "Option Price"), upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual premises and undertakings hereinafter set forth, the parties
hereto agree as follows:

1. OPTION; OPTION PRICE. The Board of Directors hereby grants as of the date of this Agreement to the
Optionee the option (the "Option") to purchase, subject to the terms and conditions of this Agreement 2,000,000
shares of the Common Stock of the Corporation at an exercise price per share equal to the Option Price.

2. TERM. The term (the "Option Term") of the Option shall commence on the date of this Agreement and shall
terminate on February 16, 2016.

3. VESTING.

(a) Subject to the provisions of Sections 5 and 8 hereof, on each Measurement Date set forth in Column 1
below, the Option shall vest and become exercisable for the corresponding number of shares of Common Stock
set forth in Column 2 below if the Option has not earlier terminated as provided in Section 4 hereof.

              --------------------------------------- ---------------------------------
                             COLUMN 1                             COLUMN 2
                                        Shares Vesting on Measurement
                         Measurement Date                           Date
              --------------------------------------- ---------------------------------
                          March 1, 2006                          2,000,000
              --------------------------------------- ---------------------------------




(b) Notwithstanding the provisions of Section 3(a) hereof, the Option shall become fully vested and shall become
immediately exercisable with respect to all shares subject to the Option, subject to the provisions hereof,
immediately following a Change of Control (as hereinafter defined) of the Corporation. For purposes of this
Agreement and the Option, a "Change of Control" shall have occurred if (i) the Corporation is merged or
consolidated or reorganized into or with another corporation, and as result of such merger, consolidation, or
reorganization less than a majority of the combined voting power of the then-outstanding securities of such
corporation or entity immediately after such transaction is held in the aggregate by the holders of Voting Stock (as
hereafter defined) of the Corporation immediately prior to such transaction; (ii) the Corporation sells or otherwise
transfers all or substantially all of its assets to any other corporation or legal person, less than a majority of the
combined voting power of the then-outstanding securities of such corporation or legal person immediately after
such sale or transfer is
held in the aggregate by the holders of the Voting Stock of the Corporation immediately prior to such sale or
transfer, (iii) if during any period of twenty-four (24) months following a merger, tender offer, consolidation, sale
of assets, or contested election, at least a majority of the Board of Directors of the Corporation shall cease to be
"Continuing Directors." For purposes of this
Section 3(b), "Continuing Directors" shall mean directors of the Corporation prior to such transaction or who
subsequently became directors and whose election or nomination for election by the stockholders of the
Corporation was approved by a vote of at least two-thirds (2/3) of the directors then still in office prior to such
transaction. The term "Voting Stock" shall mean, for purposes of this Section 3(b), the then-outstanding securities
entitled to vote generally in the election of directors of the Corporation.

(c) Subject to the provisions of Sections 5 and 8 hereof, the shares as to which the Option is exercisable may be
purchased at any time prior to the expiration or termination of the Option.

4. [RESERVED].

5. PROCEDURE FOR EXERCISE.

(a) Subject to the requirements of Section 8, the Option may be exercised, from time to time, in whole or in part
(but for the purchase of a whole number of shares only), by delivery of a written notice (the "Notice") from the
Optionee to the Secretary of the Corporation, which Notice shall:

(i) state that the Optionee elects to exercise the Option;

(ii) state the number of shares with respect to which the Option is being exercised (the "Optioned Shares");

(iii) state the date upon which the Optionee desires to consummate the purchase of the Optioned Shares (which
date must be prior to the termination of such Option and no later than thirty (30) days after the date of receipt of
such Notice);

(iv) include any representations of the Optionee required under Section 8(c); and

(v) if the Option shall be exercised pursuant to Section 10 by any person other than the Optionee, include
evidence to the satisfaction of the Board of Directors of the right of such person to exercise the Option.

(b) Payment of the Option Price for the Optioned Shares shall be made
(i) in U.S. dollars by personal or company check, bank draft or money order payable to the order of the
Corporation or by wire transfer, or (ii) by delivery of such other consideration as the Board of Directors may
deem acceptable.

                                                             2
(c) The Corporation shall issue a stock certificate in the name of the Optionee (or such other person exercising
the Option in accordance with the provisions of Section 10) for the Optioned Shares as soon as practicable after
receipt of the Notice and payment of the aggregate Option Price for such shares.

6. NO RIGHTS AS A STOCKHOLDER. The Optionee shall have no rights as a stockholder of the
Corporation with respect to any Optioned Shares until the date the Optionee or, if Optionee is a natural person,
his nominee (which, for purposes of this Agreement, shall include any third party agent selected by the Board of
Directors to hold such Optioned Shares on behalf of the Optionee), guardian or legal representative is the holder
of record of such Optioned Shares.

7. ADJUSTMENTS.

(a) If at any time while the Option is outstanding, there shall be any increase or decrease in the number of issued
and outstanding shares of Common Stock through the declaration of a stock dividend, stock split, combination of
shares or through any recapitalization resulting in a stock split-up, spin-off, combination or exchange of shares of
Common Stock, then and in each such event appropriate adjustment shall be made in the number of shares and
the exercise price per share covered by the Option, so that the same proportion of the Corporation's issued and
outstanding shares of Common Stock shall remain subject to purchase at the same aggregate exercise price.

(b) Except as otherwise expressly provided herein, the issuance by the Corporation of shares of its capital stock
of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations
of the Corporation convertible into such shares or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number of or exercise price of shares of Common Stock covered by
the Option.

(c) Without limiting the generality of the foregoing, the existence of the Option shall not affect in any manner the
right or power of the Corporation to make, authorize or consummate (i) any or all adjustments, recapitalizations,
reorganizations or other changes in the Corporation's capital structure or its business; (ii) any merger or
consolidation of the Corporation; (iii) any issue by the Corporation of debt securities, or preferred or preference
stock that would rank above the shares of Common Stock covered by the Option; (iv) the dissolution or
liquidation of the Corporation; (v) any sale, transfer or assignment of all or any part of the assets or business of
the Corporation; or
(vi) any other corporate act or proceeding, whether of a similar character or otherwise.

(d) If the Corporation shall consummate any merger, consolidation, business combination or other reorganization
in which holders of shares of Common Stock are entitled to receive in respect of such shares any securities, cash
and/or other consideration (including a different number of shares of Common Stock) (collectively, a
"Reorganization"), this Option shall thereafter be exercisable, in accordance with this Agreement, only for the kind
and amount of securities, cash and/or other consideration receivable upon such Reorganization by a holder of the
same number of shares of Common Stock as are subject to this Option immediately prior to such Reorganization,
and any adjustments will be made to the terms of this Option, and this Agreement, in the sole discretion of the
Corporation as it may deem appropriate to give effect to the Reorganization.

                                                          3
8. ADDITIONAL PROVISIONS RELATED TO EXERCISE.

(a) The Option shall be exercisable only in accordance with this Agreement, including the provisions regarding the
period when the Option may be exercised and the number of shares of Common Stock that may be acquired
upon exercise.

(b) The Option may not be exercised as to less than one hundred (100) shares of Common Stock at any one
time unless less than one hundred (100) shares of Common Stock remain to be purchased upon the exercise of
the Option.

(c) To exercise the Option, the Optionee shall follow the provisions of
Section 5 hereof. Upon the exercise of the Option at a time when there is not in effect a registration statement
under the Securities Act of 1933, as amended (the "Securities Act") relating to the shares of Common Stock
issuable upon exercise of the Option, the Board of Directors in its discretion may, as a condition to the exercise
of the Option, require the Optionee (i) to represent in writing that the shares of Common Stock received upon
exercise of the Option are being acquired for investment and not with a view to distribution and (ii) to make such
other representations and warranties as are deemed appropriate by counsel to the Corporation or any
underwriters or prospective underwriters (including lock-up options). No Option may be exercised and no shares
of Common Stock shall be issued and delivered upon the exercise of the Option unless and until the Corporation
and/or the Optionee shall have complied with all applicable federal or state registration, listing and/or qualification
requirements and all other requirements of law or of any regulatory agencies having jurisdiction.

(d) Stock certificates representing shares of Common Stock acquired upon the exercise of the Option that have
not been registered under the Securities Act shall, if required by the Board of Directors, bear the following
legend:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED."

(e) The exercise of each Option and the issuance of shares in connection with the exercise of an Option shall, in
all cases, be subject to the satisfaction of withholding tax or other withholding liabilities.

9. RESTRICTION ON TRANSFER. The Option may not be assigned or transferred (which shall be deemed to
include with respect to an Optionee that is an entity a reorganization or merger or consolidation with any other
person, entity or corporation) except, if Optionee is a natural person, by will or by the laws of descent and
distribution or pursuant to a qualified domestic

                                                          4
relations order as defined in the Code, and may be exercised during the lifetime or existence of the Optionee, as
applicable, only by the Optionee or, if Optionee is a natural person, the Optionee's guardian or legal
representative or assignee pursuant to a qualified domestic relations order. If the Optionee (who is a natural
person) dies, the Option shall thereafter be exercisable, during the period specified in Section 4(a), by his
executors or administrators or by a person who acquired the right to exercise the Option by bequest or
inheritance to the full extent to which the Option was exercisable by the Optionee at the time of his death. The
Option shall not be subject to execution, attachment or similar process. Any attempted assignment or transfer of
the Option contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon
the Option, shall be null and void and without effect.

10. NOTICES. All notices or other communications which are required or permitted hereunder shall be in writing
and sufficient if (i) personally delivered, (ii) sent by nationally-recognized overnight courier or (iii) sent by
registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

if to the Optionee, to the address set forth on the signature page hereto; and

                                             if to the Corporation, to:

                                          Rim Semiconductor Company
                                        305 N.E. 102nd Avenue, Suite 105
                                             Portland, Oregon 97220
                                               Attention: Secretary

or to such other address as the party to whom notice is to be given may have furnished to each other party in
writing in accordance herewith. Any such communication shall be deemed to have been given (i) when delivered,
if personally delivered, (ii) on the first Business Day (as hereinafter defined) after dispatch, if sent by nationally-
recognized overnight courier and (iii) on the third Business Day following the date on which the piece of mail
containing such communication is posted, if sent by mail. As used herein, "Business Day" means a day that is not
a Saturday, Sunday or a day on which banking institutions in the city to which the notice or communication is to
be sent are not required to be open.

11. NO WAIVER. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of
any other or subsequent breach or condition, whether of like or different nature.

12. OPTIONEE UNDERTAKING. The Optionee hereby agrees to take whatever additional actions and
execute whatever additional documents the Corporation or its counsel may in their reasonable judgment deem
necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on
the Optionee pursuant to the express provisions of this Agreement.

13. MODIFICATION OF RIGHTS. The rights of the Optionee are subject to modification and termination in
certain events as provided in this Agreement.

                                                           5
14. AMENDMENTS. The Board of Directors may, insofar as permitted by applicable law, rule or regulation,
from time to time suspend or discontinue this Agreement or revise or amend it in any respect whatsoever, and this
Agreement as so revised or amended will govern the Option hereunder; PROVIDED, HOWEVER, that no such
revision or amendment shall alter, impair or diminish any rights or obligations under the Option without the written
consent of the Optionee.

15. AUTHORITY OF ADMINISTERING BODY. Subject to the express provisions of this Agreement, the
Board of Directors shall have the power to interpret and construe this Agreement, to determine all questions
arising hereunder, and otherwise to carry out the terms of this Agreement. The interpretation and construction by
the Board of Directors of any provisions of this Agreement shall be conclusive and binding. Any action taken by,
or inaction of, the Board of Directors relating to this Agreement shall be within the absolute discretion of the
Board of Directors and shall be conclusive and binding upon Optionee. Subject only to compliance with the
express provisions hereof, the Board of Directors may act in its absolute discretion in matters related to this
Agreement and the Option.

16. INFORMATION TO OPTIONEE.

(a) The Board of Directors in its sole discretion shall determine what, if any, financial and other information shall
be provided to Optionee and when such financial and other information shall be provided after giving
consideration to applicable federal and state laws, rules and regulations, including without limitation applicable
federal and state securities laws, rules and regulations.

(b) Optionee hereby agrees that any financial and other information provided to Optionee by the Corporation is
confidential and Optionee shall maintain the confidentiality of such financial and other information, shall not
disclose such information to third parties, and shall not use the information for any purpose other than evaluating
an investment in the Common Stock. Optionee expressly acknowledges that the number of shares exercisable
under options granted hereunder, and the terms thereof, shall be confidential. The Board of Directors may impose
other restrictions on the access to and use of such confidential information and may require Optionee to further
acknowledge the Optionee's obligations under this Section (which acknowledgment shall not be a condition to the
Optionee's obligations under this Section 16).

17. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of
the State of Utah applicable to contracts made and to be wholly performed therein.

18. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the same instrument.

19. ENTIRE AGREEMENT. This Agreement constitute the entire agreement between the parties with respect to
the subject matter hereof, and supersede all previously written or oral negotiations, commitments, representations
and agreements with respect thereto.

                                                          6
                                 RIM SEMICONDUCTOR COMPANY

                           By:       /s/ Brad Ketch
                                     -------------------------
                                     Brad Ketch
                                     President & Chief Executive Officer




                                   DAVIS MUNCK BUTRUS, P.C.

                                  By:      /s/ Ted Ainsworth
                                           -----------------------
                                           Name: Ted Ainsworth
                                           Title: CFO




13155 Noel Road, Suite 900 Dallas, Texas 75240

                                                 7
                                         NOTICE OF EXERCISE
                                              UNDER
                                      STOCK OPTION AGREEMENT

To: Rim Semiconductor Company (the "Corporation") From: __________________________________ Date:
__________________________________

Pursuant to the Stock Option Agreement (the "Agreement") between the Corporation and the undersigned
effective February 16, 2006 the undersigned hereby exercises the Option as follows:


Number of shares of Common Stock the undersigned wishes to purchase

          under the Option
          --------------------------------------------------------------------------------
          Exercise Price per share                                                $ 0.0319
          --------------------------------------------------------------------------------
          Total Exercise Price                                                    $
          --------------------------------------------------------------------------------
          Vested shares (pursuant to Section 3 of the Agreement))
          --------------------------------------------------------------------------------
          Number of shares the undersigned has previously purchased by
          exercising the Option
          --------------------------------------------------------------------------------
          Expiration Date of the Option                                  February 16, 2016
          --------------------------------------------------------------------------------




The undersigned hereby represents, warrants, and covenants to the Corporation that:

a. The undersigned is acquiring the Common Stock for its own account, for investment, and not for distribution or
resale, and will make no transfer of such Common Stock except in compliance with applicable federal and state
securities laws and in accordance with the provisions of the Agreement.

b. The undersigned can bear the economic risk of the investment in the Common Stock resulting from this
exercise of the Option, including a total loss of its investment.

c. The undersigned is experienced in business and financial matters and am capable of (i) evaluating the merits
and risks of an investment in the Common Stock; (ii) making an informed investment decision regarding exercise
of the Option; and (iii) protecting my interests in connection therewith.

d. The undersigned has had a reasonable opportunity to conduct such investigation as it deemed necessary for the
purpose of making the decision to invest in the Common Stock. The undersigned has had a reasonable
opportunity to ask questions of and receive answers from the Corporation concerning the operations, affairs and
financial condition of the Corporation.

The undersigned acknowledges that it must pay the exercise price in full and make appropriate arrangements for
the payment of all federal, state and local tax withholdings due with respect to the Option exercised herein, before
the stock certificate evidencing the shares of Common Stock resulting from this exercise of the Option will be
issued to the undersigned.

Attached in full payment of the exercise price for the Option exercised herein is a check made payable to the
Corporation in the amount of $____________.


                                                   OPTIONEE

                                                         8
                                                 Exhibit 10.12

                                    STOCK OPTION AGREEMENT
                                               OF
                                  RIM SEMICONDUCTOR COMPANY

STOCK OPTION AGREEMENT (this "Agreement") entered into as of the 16th day of February 2006,
between RIM SEMICONDUCTOR COMPANY, a Utah corporation (the "Corporation"), and JACK L.
PECKHAM (the "Optionee," which term as used herein shall be deemed to include any successor to the
Optionee by will or by the laws of descent and distribution, unless the context shall otherwise require).

The Board of Directors of the Corporation approved the issuance to the Optionee, effective as of the date set
forth above, of a nonqualified stock option to purchase up to an aggregate of 1,000,000 shares of the common
stock, par value $.001 per share, of the Corporation (the "Common Stock"), at an exercise price of $ 0.0319
per share (the "Option Price"), upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual premises and undertakings hereinafter set forth, the parties
hereto agree as follows:

1. OPTION; OPTION PRICE. The Board of Directors hereby grants as of the date of this Agreement to the
Optionee the option (the "Option") to purchase, subject to the terms and conditions of this Agreement 1,000,000
shares of the Common Stock of the Corporation at an exercise price per share equal to the Option Price.

2. TERM. The term (the "Option Term") of the Option shall commence on the date of this Agreement and shall
terminate on February 16, 2016 unless such Option shall theretofore have been terminated in accordance with
the terms hereof.

3. VESTING.

(a) Subject to the provisions of Sections 5 and 8 hereof, on each Measurement Date set forth in Column 1
below, the Option shall vest and become exercisable for the corresponding number of shares of Common Stock
set forth in Column 2 below if the Option has not earlier terminated as provided in Section 4 hereof.

              --------------------------------------- ---------------------------------
                             COLUMN 1                             COLUMN 2
                                                            Shares Vesting on
                    Measurement Date                         Measurement Date
              --------------------------------------- ---------------------------------
                           May 1, 2006                           1,000,000
              --------------------------------------- ---------------------------------




(b) Notwithstanding the provisions of Section 3(a) hereof, the Option shall become fully vested and shall become
immediately exercisable with respect to all shares subject to the Option, subject to the provisions hereof,
immediately following a Change of Control (as hereinafter defined) of the Corporation. For purposes of this
Agreement and the Option, a "Change of Control" shall have occurred if (i) the Corporation is merged or
consolidated or reorganized into or with another corporation, and as result of such merger, consolidation, or
reorganization less than a majority of the combined voting power of the then-outstanding securities of such
corporation or entity immediately after such transaction is held in the aggregate by the holders of
Voting Stock (as hereafter defined) of the Corporation immediately prior to such transaction; (ii) the Corporation
sells or otherwise transfers all or substantially all of its assets to any other corporation or legal person, less than a
majority of the combined voting power of the then-outstanding securities of such corporation or legal person
immediately after such sale or transfer is held in the aggregate by the holders of the Voting Stock of the
Corporation immediately prior to such sale or transfer, (iii) if during any period of twenty-four (24) months
following a merger, tender offer, consolidation, sale of assets, or contested election, at least a majority of the
Board of Directors of the Corporation shall cease to be "Continuing Directors." For purposes of this
Section 3(b), "Continuing Directors" shall mean directors of the Corporation prior to such transaction or who
subsequently became directors and whose election or nomination for election by the stockholders of the
Corporation was approved by a vote of at least two-thirds (2/3) of the directors then still in office prior to such
transaction. The term "Voting Stock" shall mean, for purposes of this Section 3(b), the then-outstanding securities
entitled to vote generally in the election of directors of the Corporation.

(c) Subject to the provisions of Sections 5 and 8 hereof, the shares as to which the Option is exercisable may be
purchased at any time prior to the expiration or termination of the Option.

4. TERMINATION OF OPTION.

(a) The unexercised portion of the Option shall automatically and without notice terminate and become null and
void at the time of the earliest to occur of the following:

(i) thirty (30) days after the date that the Optionee ceases to be a director of the Corporation regardless of the
reason therefor other than as a result of death or Permanent Disability of Optionee;

(ii) three (3) months after the date that Optionee ceases to be a director of the Corporation by reason of death or
Permanent Disability of Optionee; or

(iii) the expiration date of the term of the Option.

(b) "Permanent Disability" means that Optionee becomes physically or mentally incapacitated or disabled so that
Optionee is unable to perform substantially the same services as Optionee performed prior to incurring such
incapacity or disability (the Corporation, at its option and expense, being entitled to retain a physician to confirm
the existence of such incapacity or disability, and the determination of such physician to be binding upon the
Corporation and Optionee), and such incapacity or disability continues for a period of three consecutive months
or six months in any 12-month period or such other period(s) as may be determined by the Board of Directors.

5. PROCEDURE FOR EXERCISE.

(a) Subject to the requirements of Section 8, the Option may be exercised, from time to time, in whole or in part
(but for the purchase of a whole number of shares only), by delivery of a written notice (the "Notice") from the
Optionee to the Secretary of the Corporation, which Notice shall:

                                                           2
(i) state that the Optionee elects to exercise the Option;

(ii) state the number of shares with respect to which the Option is being exercised (the "Optioned Shares");

(iii) state the date upon which the Optionee desires to consummate the purchase of the Optioned Shares (which
date must be prior to the termination of such Option and no later than thirty (30) days after the date of receipt of
such Notice);

(iv) include any representations of the Optionee required under Section 8(c); and

(v) if the Option shall be exercised pursuant to Section 10 by any person other than the Optionee, include
evidence to the satisfaction of the Board of Directors of the right of such person to exercise the Option.

(b) Payment of the Option Price for the Optioned Shares shall be made
(i) in U.S. dollars by personal or company check, bank draft or money order payable to the order of the
Corporation or by wire transfer, or (ii) by delivery of such other consideration as the Board of Directors may
deem acceptable.

(c) The Corporation shall issue a stock certificate in the name of the Optionee (or such other person exercising
the Option in accordance with the provisions of Section 10) for the Optioned Shares as soon as practicable after
receipt of the Notice and payment of the aggregate Option Price for such shares.

6. NO RIGHTS AS A STOCKHOLDER. The Optionee shall have no rights as a stockholder of the
Corporation with respect to any Optioned Shares until the date the Optionee or, if Optionee is a natural person,
his nominee (which, for purposes of this Agreement, shall include any third party agent selected by the Board of
Directors to hold such Optioned Shares on behalf of the Optionee), guardian or legal representative is the holder
of record of such Optioned Shares.

7. ADJUSTMENTS.

(a) If at any time while the Option is outstanding, there shall be any increase or decrease in the number of issued
and outstanding shares of Common Stock through the declaration of a stock dividend, stock split, combination of
shares or through any recapitalization resulting in a stock split-up, spin-off, combination or exchange of shares of
Common Stock, then and in each such event appropriate adjustment shall be made in the number of shares and
the exercise price per share covered by the Option, so that the same proportion of the Corporation's issued and
outstanding shares of Common Stock shall remain subject to purchase at the same aggregate exercise price.

                                                             3
(b) Except as otherwise expressly provided herein, the issuance by the Corporation of shares of its capital stock
of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations
of the Corporation convertible into such shares or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number of or exercise price of shares of Common Stock covered by
the Option.

(c) Without limiting the generality of the foregoing, the existence of the Option shall not affect in any manner the
right or power of the Corporation to make, authorize or consummate (i) any or all adjustments, recapitalizations,
reorganizations or other changes in the Corporation's capital structure or its business; (ii) any merger or
consolidation of the Corporation; (iii) any issue by the Corporation of debt securities, or preferred or preference
stock that would rank above the shares of Common Stock covered by the Option; (iv) the dissolution or
liquidation of the Corporation; (v) any sale, transfer or assignment of all or any part of the assets or business of
the Corporation; or
(vi) any other corporate act or proceeding, whether of a similar character or otherwise.

(d) If the Corporation shall consummate any merger, consolidation, business combination or other reorganization
in which holders of shares of Common Stock are entitled to receive in respect of such shares any securities, cash
and/or other consideration (including a different number of shares of Common Stock) (collectively, a
"Reorganization"), this Option shall thereafter be exercisable, in accordance with this Agreement, only for the kind
and amount of securities, cash and/or other consideration receivable upon such Reorganization by a holder of the
same number of shares of Common Stock as are subject to this Option immediately prior to such Reorganization,
and any adjustments will be made to the terms of this Option, and this Agreement, in the sole discretion of the
Corporation as it may deem appropriate to give effect to the Reorganization.

8. ADDITIONAL PROVISIONS RELATED TO EXERCISE.

(a) The Option shall be exercisable only in accordance with this Agreement, including the provisions regarding the
period when the Option may be exercised and the number of shares of Common Stock that may be acquired
upon exercise.

(b) The Option may not be exercised as to less than one hundred (100) shares of Common Stock at any one
time unless less than one hundred (100) shares of Common Stock remain to be purchased upon the exercise of
the Option.

(c) To exercise the Option, the Optionee shall follow the provisions of
Section 5 hereof. Upon the exercise of the Option at a time when there is not in effect a registration statement
under the Securities Act of 1933, as amended (the "Securities Act") relating to the shares of Common Stock
issuable upon exercise of the Option, the Board of Directors in its discretion may, as a condition to the exercise
of the Option, require the Optionee (i) to represent in writing that the shares of Common Stock received upon
exercise of the Option are being acquired for investment and not with a view to distribution and (ii) to make such
other representations and warranties as are deemed appropriate by counsel to the Corporation or any
underwriters or prospective underwriters (including lock-up options). No Option may be exercised and no shares
of Common Stock shall be issued and delivered upon the exercise of the Option unless and until the Corporation
and/or the Optionee shall have complied with all applicable federal or state registration, listing and/or qualification
requirements and all other requirements of law or of any regulatory agencies having jurisdiction.

                                                          4
(d) Stock certificates representing shares of Common Stock acquired upon the exercise of the Option that have
not been registered under the Securities Act shall, if required by the Board of Directors, bear the following
legend:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED."

(e) The exercise of each Option and the issuance of shares in connection with the exercise of an Option shall, in
all cases, be subject to the satisfaction of withholding tax or other withholding liabilities.

9. RESTRICTION ON TRANSFER. The Option may not be assigned or transferred (which shall be deemed to
include with respect to an Optionee that is an entity a reorganization or merger or consolidation with any other
person, entity or corporation) except, if Optionee is a natural person, by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined in the Code, and may be exercised
during the lifetime or existence of the Optionee, as applicable, only by the Optionee or, if Optionee is a natural
person, the Optionee's guardian or legal representative or assignee pursuant to a qualified domestic relations
order. If the Optionee (who is a natural person) dies, the Option shall thereafter be exercisable, during the period
specified in Section 4(a), by his executors or administrators or by a person who acquired the right to exercise the
Option by bequest or inheritance to the full extent to which the Option was exercisable by the Optionee at the
time of his death. The Option shall not be subject to execution, attachment or similar process. Any attempted
assignment or transfer of the Option contrary to the provisions hereof, and the levy of any execution, attachment
or similar process upon the Option, shall be null and void and without effect.

10. NOTICES. All notices or other communications which are required or permitted hereunder shall be in writing
and sufficient if (i) personally delivered, (ii) sent by nationally-recognized overnight courier or (iii) sent by
registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

                                                         5
if to the Optionee, to the address set forth on the signature page hereto; and

                                             if to the Corporation, to:

                                          Rim Semiconductor Company
                                        305 N.E. 102nd Avenue, Suite 105
                                             Portland, Oregon 97220
                                               Attention: Secretary

or to such other address as the party to whom notice is to be given may have furnished to each other party in
writing in accordance herewith. Any such communication shall be deemed to have been given (i) when delivered,
if personally delivered, (ii) on the first Business Day (as hereinafter defined) after dispatch, if sent by nationally-
recognized overnight courier and (iii) on the third Business Day following the date on which the piece of mail
containing such communication is posted, if sent by mail. As used herein, "Business Day" means a day that is not
a Saturday, Sunday or a day on which banking institutions in the city to which the notice or communication is to
be sent are not required to be open.

11. NO WAIVER. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of
any other or subsequent breach or condition, whether of like or different nature.

12. OPTIONEE UNDERTAKING. The Optionee hereby agrees to take whatever additional actions and
execute whatever additional documents the Corporation or its counsel may in their reasonable judgment deem
necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on
the Optionee pursuant to the express provisions of this Agreement.

13. MODIFICATION OF RIGHTS. The rights of the Optionee are subject to modification and termination in
certain events as provided in this Agreement.

14. AMENDMENTS. The Board of Directors may, insofar as permitted by applicable law, rule or regulation,
from time to time suspend or discontinue this Agreement or revise or amend it in any respect whatsoever, and this
Agreement as so revised or amended will govern the Option hereunder; PROVIDED, HOWEVER, that no such
revision or amendment shall alter, impair or diminish any rights or obligations under the Option without the written
consent of the Optionee.

15. AUTHORITY OF ADMINISTERING BODY.

(a) Subject to the express provisions of this Agreement, the Board of Directors shall have the power to interpret
and construe this Agreement, to determine all questions arising hereunder, and otherwise to carry out the terms of
this Agreement. The interpretation and construction by the Board of Directors of any provisions of this
Agreement shall be conclusive and binding. Any action taken by, or inaction of, the Board of Directors relating to
this Agreement shall be within the absolute discretion of the Board of Directors and shall be conclusive and
binding upon Optionee. Subject only to compliance with the express provisions hereof, the Board of Directors
may act in its absolute discretion in matters related to this Agreement and the Option.

                                                           6
(b) Notwithstanding anything to the contrary in Section 4, the Board of Directors may in its discretion designate
shorter or longer periods to exercise the Option after termination of Optionee's position with the Corporation to
be a director of the Corporation; PROVIDED, HOWEVER, that any shorter periods determined by the Board
of Directors shall be effective only if such shorter period is agreed to in writing by Optionee.

16. INFORMATION TO OPTIONEE.

(a) The Board of Directors in its sole discretion shall determine what, if any, financial and other information shall
be provided to Optionee and when such financial and other information shall be provided after giving
consideration to applicable federal and state laws, rules and regulations, including without limitation applicable
federal and state securities laws, rules and regulations.

(b) Optionee hereby agrees that any financial and other information provided to Optionee by the Corporation is
confidential and Optionee shall maintain the confidentiality of such financial and other information, shall not
disclose such information to third parties, and shall not use the information for any purpose other than evaluating
an investment in the Common Stock. Optionee expressly acknowledges that the number of shares exercisable
under options granted hereunder, and the terms thereof, shall be confidential. The Board of Directors may impose
other restrictions on the access to and use of such confidential information and may require Optionee to further
acknowledge the Optionee's obligations under this Section (which acknowledgment shall not be a condition to the
Optionee's obligations under this Section 16).

17. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of
the State of Utah applicable to contracts made and to be wholly performed therein.

18. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the same instrument.

19. ENTIRE AGREEMENT. This Agreement constitute the entire agreement between the parties with respect to
the subject matter hereof, and supersede all previously written or oral negotiations, commitments, representations
and agreements with respect thereto.

                                       [SIGNATURE PAGE FOLLOWS]

                                                          7
                              RIM SEMICONDUCTOR COMPANY

                        By:      /s/ Brad Ketch
                                 -------------------------
                                 Brad Ketch
                                 President & Chief Executive Officer




                                        OPTIONEE:

                                 /s/ Jack Peckham
                                 --------------------------
                                 Jack L. Peckham




Address: __________________________________

                                              8
                                         NOTICE OF EXERCISE
                                              UNDER
                                      STOCK OPTION AGREEMENT

To: Rim Semiconductor Company (the "Corporation") From: __________________________________ Date:
__________________________________

Pursuant to the Stock Option Agreement (the "Agreement") between the Corporation and the undersigned
effective February 16, 2006 the undersigned hereby exercises the Option as follows:


Number of shares of Common Stock the undersigned wishes to purchase

          under the Option
          --------------------------------------------------------------------------------
          Exercise Price per share                                                $ 0.0319
          --------------------------------------------------------------------------------
          Total Exercise Price                                                    $
          --------------------------------------------------------------------------------
          Vested shares (pursuant to Section 3 of the Agreement))
          --------------------------------------------------------------------------------
          Number of shares the undersigned has previously purchased by
          exercising the Option
          --------------------------------------------------------------------------------
          Expiration Date of the Option                                  February 16, 2016
          --------------------------------------------------------------------------------




The undersigned hereby represents, warrants, and covenants to the Corporation that:

a. The undersigned is acquiring the Common Stock for its own account, for investment, and not for distribution or
resale, and will make no transfer of such Common Stock except in compliance with applicable federal and state
securities laws and in accordance with the provisions of the Agreement.

b. The undersigned can bear the economic risk of the investment in the Common Stock resulting from this
exercise of the Option, including a total loss of its investment.

c. The undersigned is experienced in business and financial matters and am capable of (i) evaluating the merits
and risks of an investment in the Common Stock; (ii) making an informed investment decision regarding exercise
of the Option; and (iii) protecting my interests in connection therewith.

d. The undersigned has had a reasonable opportunity to conduct such investigation as it deemed necessary for the
purpose of making the decision to invest in the Common Stock. The undersigned has had a reasonable
opportunity to ask questions of and receive answers from the Corporation concerning the operations, affairs and
financial condition of the Corporation.

The undersigned acknowledges that it must pay the exercise price in full and make appropriate arrangements for
the payment of all federal, state and local tax withholdings due with respect to the Option exercised herein, before
the stock certificate evidencing the shares of Common Stock resulting from this exercise of the Option will be
issued to the undersigned.

Attached in full payment of the exercise price for the Option exercised herein is a check made payable to the
Corporation in the amount of $____________.


                                                   OPTIONEE

                                                         9
                                                 Exhibit 10.13

                                   STOCK OPTION AGREEMENT
                                              OF
                                 RIM SEMICONDUCTOR COMPANY.

STOCK OPTION AGREEMENT (this "Agreement") entered into as of the 16th day of February 2006,
between RIM SEMICONDUCTOR COMPANY, a Utah corporation (the "Corporation"), and THOMAS J.
COOPER (the "Optionee," which term as used herein shall be deemed to include any successor to the Optionee
by will or by the laws of descent and distribution, unless the context shall otherwise require).

The Board of Directors of the Corporation approved the issuance to the Optionee, effective as of the date set
forth above, of a nonqualified stock option to purchase up to an aggregate of 1,000,000 shares of the common
stock, par value $.001 per share, of the Corporation (the "Common Stock"), at an exercise price of $ 0.0319
per share (the "Option Price"), upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the mutual premises and undertakings hereinafter set forth, the parties
hereto agree as follows:

1. OPTION; OPTION PRICE. The Board of Directors hereby grants as of the date of this Agreement to the
Optionee the option (the "Option") to purchase, subject to the terms and conditions of this Agreement 1,000,000
shares of the Common Stock of the Corporation at an exercise price per share equal to the Option Price.

2. TERM. The term (the "Option Term") of the Option shall commence on the date of this Agreement and shall
terminate on February 16, 2016 unless such Option shall theretofore have been terminated in accordance with
the terms hereof.

3. VESTING.

(a) Subject to the provisions of Sections 5 and 8 hereof, on each Measurement Date set forth in Column 1
below, the Option shall vest and become exercisable for the corresponding number of shares of Common Stock
set forth in Column 2 below if the Option has not earlier terminated as provided in Section 4 hereof.

              --------------------------------------- ---------------------------------
                             COLUMN 1                             COLUMN 2
                                                             Shares Vesting on
                         Measurement Date                     Measurement Date
              --------------------------------------- ---------------------------------
                           May 1, 2006                           1,000,000
              --------------------------------------- ---------------------------------




(b) Notwithstanding the provisions of Section 3(a) hereof, the Option shall become fully vested and shall become
immediately exercisable with respect to all shares subject to the Option, subject to the provisions hereof,
immediately following a Change of Control (as hereinafter defined) of the Corporation. For purposes of this
Agreement and the Option, a "Change of Control" shall have occurred if (i) the Corporation is merged or
consolidated or
reorganized into or with another corporation, and as result of such merger, consolidation, or reorganization less
than a majority of the combined voting power of the then-outstanding securities of such corporation or entity
immediately after such transaction is held in the aggregate by the holders of Voting Stock (as hereafter defined) of
the Corporation immediately prior to such transaction; (ii) the Corporation sells or otherwise transfers all or
substantially all of its assets to any other corporation or legal person, less than a majority of the combined voting
power of the then-outstanding securities of such corporation or legal person immediately after such sale or
transfer is held in the aggregate by the holders of the Voting Stock of the Corporation immediately prior to such
sale or transfer, (iii) if during any period of twenty-four (24) months following a merger, tender offer,
consolidation, sale of assets, or contested election, at least a majority of the Board of Directors of the
Corporation shall cease to be "Continuing Directors." For purposes of this
Section 3(b), "Continuing Directors" shall mean directors of the Corporation prior to such transaction or who
subsequently became directors and whose election or nomination for election by the stockholders of the
Corporation was approved by a vote of at least two-thirds (2/3) of the directors then still in office prior to such
transaction. The term "Voting Stock" shall mean, for purposes of this Section 3(b), the then-outstanding securities
entitled to vote generally in the election of directors of the Corporation.

(c) Subject to the provisions of Sections 5 and 8 hereof, the shares as to which the Option is exercisable may be
purchased at any time prior to the expiration or termination of the Option.

4. TERMINATION OF OPTION.

(a) The unexercised portion of the Option shall automatically and without notice terminate and become null and
void at the time of the earliest to occur of the following:

(i) thirty (30) days after the date that the Optionee ceases to be a director of the Corporation regardless of the
reason therefor other than as a result of death or Permanent Disability of Optionee;

(ii) three (3) months after the date that Optionee ceases to be a director of the Corporation by reason of death or
Permanent Disability of Optionee; or

(iii) the expiration date of the term of the Option.

(b) "Permanent Disability" means that Optionee becomes physically or mentally incapacitated or disabled so that
Optionee is unable to perform substantially the same services as Optionee performed prior to incurring such
incapacity or disability (the Corporation, at its option and expense, being entitled to retain a physician to confirm
the existence of such incapacity or disability, and the determination of such physician to be binding upon the
Corporation and Optionee), and such incapacity or disability continues for a period of three consecutive months
or six months in any 12-month period or such other period(s) as may be determined by the Board of Directors.

5. PROCEDURE FOR EXERCISE.

(a) Subject to the requirements of Section 8, the Option may be exercised, from time to time, in whole or in part
(but for the purchase of a whole number of shares only), by delivery of a written notice (the "Notice") from the
Optionee to the Secretary of the Corporation, which Notice shall:

                                                          2
(i) state that the Optionee elects to exercise the Option;

(ii) state the number of shares with respect to which the Option is being exercised (the "Optioned Shares");

(iii) state the date upon which the Optionee desires to consummate the purchase of the Optioned Shares (which
date must be prior to the termination of such Option and no later than thirty (30) days after the date of receipt of
such Notice);

(iv) include any representations of the Optionee required under Section 8(c); and

(v) if the Option shall be exercised pursuant to Section 10 by any person other than the Optionee, include
evidence to the satisfaction of the Board of Directors of the right of such person to exercise the Option.

(b) Payment of the Option Price for the Optioned Shares shall be made
(i) in U.S. dollars by personal or company check, bank draft or money order payable to the order of the
Corporation or by wire transfer, or (ii) by delivery of such other consideration as the Board of Directors may
deem acceptable.

(c) The Corporation shall issue a stock certificate in the name of the Optionee (or such other person exercising
the Option in accordance with the provisions of Section 10) for the Optioned Shares as soon as practicable after
receipt of the Notice and payment of the aggregate Option Price for such shares.

6. NO RIGHTS AS A STOCKHOLDER. The Optionee shall have no rights as a stockholder of the
Corporation with respect to any Optioned Shares until the date the Optionee or, if Optionee is a natural person,
his nominee (which, for purposes of this Agreement, shall include any third party agent selected by the Board of
Directors to hold such Optioned Shares on behalf of the Optionee), guardian or legal representative is the holder
of record of such Optioned Shares.

7. ADJUSTMENTS.

(a) If at any time while the Option is outstanding, there shall be any increase or decrease in the number of issued
and outstanding shares of Common Stock through the declaration of a stock dividend, stock split, combination of
shares or through any recapitalization resulting in a stock split-up, spin-off, combination or exchange of shares of
Common Stock, then and in each such event appropriate adjustment shall be made in the number of shares and
the exercise price per share covered by the Option, so that the same proportion of the Corporation's issued and
outstanding shares of Common Stock shall remain subject to purchase at the same aggregate exercise price.

                                                             3
(b) Except as otherwise expressly provided herein, the issuance by the Corporation of shares of its capital stock
of any class, or securities convertible into shares of capital stock of any class, either in connection with a direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations
of the Corporation convertible into such shares or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number of or exercise price of shares of Common Stock covered by
the Option.

(c) Without limiting the generality of the foregoing, the existence of the Option shall not affect in any manner the
right or power of the Corporation to make, authorize or consummate (i) any or all adjustments, recapitalizations,
reorganizations or other changes in the Corporation's capital structure or its business; (ii) any merger or
consolidation of the Corporation; (iii) any issue by the Corporation of debt securities, or preferred or preference
stock that would rank above the shares of Common Stock covered by the Option; (iv) the dissolution or
liquidation of the Corporation; (v) any sale, transfer or assignment of all or any part of the assets or business of
the Corporation; or
(vi) any other corporate act or proceeding, whether of a similar character or otherwise.

(d) If the Corporation shall consummate any merger, consolidation, business combination or other reorganization
in which holders of shares of Common Stock are entitled to receive in respect of such shares any securities, cash
and/or other consideration (including a different number of shares of Common Stock) (collectively, a
"Reorganization"), this Option shall thereafter be exercisable, in accordance with this Agreement, only for the kind
and amount of securities, cash and/or other consideration receivable upon such Reorganization by a holder of the
same number of shares of Common Stock as are subject to this Option immediately prior to such Reorganization,
and any adjustments will be made to the terms of this Option, and this Agreement, in the sole discretion of the
Corporation as it may deem appropriate to give effect to the Reorganization.

8. ADDITIONAL PROVISIONS RELATED TO EXERCISE.

(a) The Option shall be exercisable only in accordance with this Agreement, including the provisions regarding the
period when the Option may be exercised and the number of shares of Common Stock that may be acquired
upon exercise.

(b) The Option may not be exercised as to less than one hundred (100) shares of Common Stock at any one
time unless less than one hundred (100) shares of Common Stock remain to be purchased upon the exercise of
the Option.

(c) To exercise the Option, the Optionee shall follow the provisions of
Section 5 hereof. Upon the exercise of the Option at a time when there is not in effect a registration statement
under the Securities Act of 1933, as amended (the "Securities Act") relating to the shares of Common Stock
issuable upon exercise of the Option, the Board of Directors in its discretion may, as a condition to the exercise
of the Option, require the Optionee (i) to represent in writing that the shares of Common Stock received upon
exercise of the Option are being acquired for investment and not with a view to distribution and (ii) to make such
other representations and warranties as are deemed appropriate by counsel to the Corporation or any
underwriters or prospective underwriters (including lock-up options). No Option may be exercised and no shares
of Common Stock shall be issued and delivered upon the exercise of the Option unless and until the Corporation
and/or the Optionee shall have complied with all applicable federal or state registration, listing and/or qualification
requirements and all other requirements of law or of any regulatory agencies having jurisdiction.

                                                          4
(d) Stock certificates representing shares of Common Stock acquired upon the exercise of the Option that have
not been registered under the Securities Act shall, if required by the Board of Directors, bear the following
legend:

"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD,
OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION STATEMENT AS TO THE SECURITIES UNDER THE ACT OR PURSUANT TO AN
EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE
CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED."

(e) The exercise of each Option and the issuance of shares in connection with the exercise of an Option shall, in
all cases, be subject to the satisfaction of withholding tax or other withholding liabilities.

9. RESTRICTION ON TRANSFER. The Option may not be assigned or transferred (which shall be deemed to
include with respect to an Optionee that is an entity a reorganization or merger or consolidation with any other
person, entity or corporation) except, if Optionee is a natural person, by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined in the Code, and may be exercised
during the lifetime or existence of the Optionee, as applicable, only by the Optionee or, if Optionee is a natural
person, the Optionee's guardian or legal representative or assignee pursuant to a qualified domestic relations
order. If the Optionee (who is a natural person) dies, the Option shall thereafter be exercisable, during the period
specified in Section 4(a), by his executors or administrators or by a person who acquired the right to exercise the
Option by bequest or inheritance to the full extent to which the Option was exercisable by the Optionee at the
time of his death. The Option shall not be subject to execution, attachment or similar process. Any attempted
assignment or transfer of the Option contrary to the provisions hereof, and the levy of any execution, attachment
or similar process upon the Option, shall be null and void and without effect.

10. NOTICES. All notices or other communications which are required or permitted hereunder shall be in writing
and sufficient if (i) personally delivered, (ii) sent by nationally-recognized overnight courier or (iii) sent by
registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

                                                         5
if to the Optionee, to the address set forth on the signature page hereto; and

                                             if to the Corporation, to:

                                          Rim Semiconductor Company
                                        305 N.E. 102nd Avenue, Suite 105
                                             Portland, Oregon 97220
                                               Attention: Secretary

or to such other address as the party to whom notice is to be given may have furnished to each other party in
writing in accordance herewith. Any such communication shall be deemed to have been given (i) when delivered,
if personally delivered, (ii) on the first Business Day (as hereinafter defined) after dispatch, if sent by nationally-
recognized overnight courier and (iii) on the third Business Day following the date on which the piece of mail
containing such communication is posted, if sent by mail. As used herein, "Business Day" means a day that is not
a Saturday, Sunday or a day on which banking institutions in the city to which the notice or communication is to
be sent are not required to be open.

11. NO WAIVER. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of
any other or subsequent breach or condition, whether of like or different nature.

12. OPTIONEE UNDERTAKING. The Optionee hereby agrees to take whatever additional actions and
execute whatever additional documents the Corporation or its counsel may in their reasonable judgment deem
necessary or advisable in order to carry out or effect one or more of the obligations or restrictions imposed on
the Optionee pursuant to the express provisions of this Agreement.

13. MODIFICATION OF RIGHTS. The rights of the Optionee are subject to modification and termination in
certain events as provided in this Agreement.

14. AMENDMENTS. The Board of Directors may, insofar as permitted by applicable law, rule or regulation,
from time to time suspend or discontinue this Agreement or revise or amend it in any respect whatsoever, and this
Agreement as so revised or amended will govern the Option hereunder; PROVIDED, HOWEVER, that no such
revision or amendment shall alter, impair or diminish any rights or obligations under the Option without the written
consent of the Optionee.

15. AUTHORITY OF ADMINISTERING BODY.

(a) Subject to the express provisions of this Agreement, the Board of Directors shall have the power to interpret
and construe this Agreement, to determine all questions arising hereunder, and otherwise to carry out the terms of
this Agreement. The interpretation and construction by the Board of Directors of any provisions of this
Agreement shall be conclusive and binding. Any action taken by, or inaction of, the Board of Directors relating to
this Agreement shall be within the absolute discretion of the Board of Directors and shall be conclusive and
binding upon Optionee. Subject only to compliance with the express provisions hereof, the Board of Directors
may act in its absolute discretion in matters related to this Agreement and the Option.

                                                           6
(b) Notwithstanding anything to the contrary in Section 4, the Board of Directors may in its discretion designate
shorter or longer periods to exercise the Option after termination of Optionee's position with the Corporation to
be a director of the Corporation; PROVIDED, HOWEVER, that any shorter periods determined by the Board
of Directors shall be effective only if such shorter period is agreed to in writing by Optionee.

16. INFORMATION TO OPTIONEE.

(a) The Board of Directors in its sole discretion shall determine what, if any, financial and other information shall
be provided to Optionee and when such financial and other information shall be provided after giving
consideration to applicable federal and state laws, rules and regulations, including without limitation applicable
federal and state securities laws, rules and regulations.

(b) Optionee hereby agrees that any financial and other information provided to Optionee by the Corporation is
confidential and Optionee shall maintain the confidentiality of such financial and other information, shall not
disclose such information to third parties, and shall not use the information for any purpose other than evaluating
an investment in the Common Stock. Optionee expressly acknowledges that the number of shares exercisable
under options granted hereunder, and the terms thereof, shall be confidential. The Board of Directors may impose
other restrictions on the access to and use of such confidential information and may require Optionee to further
acknowledge the Optionee's obligations under this Section (which acknowledgment shall not be a condition to the
Optionee's obligations under this Section 16).

17. GOVERNING LAW. This Agreement shall be governed by, and construed in accordance with, the laws of
the State of Utah applicable to contracts made and to be wholly performed therein.

18. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the same instrument.

19. ENTIRE AGREEMENT. This Agreement constitute the entire agreement between the parties with respect to
the subject matter hereof, and supersede all previously written or oral negotiations, commitments, representations
and agreements with respect thereto.

                                       [SIGNATURE PAGE FOLLOWS]

                                                          7
                          RIM SEMICONDUCTOR COMPANY

                          By:/s/ Brad Ketch
                             ------------------------
                             Brad Ketch
                             President & Chief Executive Officer




                                       OPTIONEE:

                                 /s/ Thomas Cooper
                                 ------------------------
                                 Thomas J. Cooper




Address: __________________________________


                                              8
                                         NOTICE OF EXERCISE
                                              UNDER
                                      STOCK OPTION AGREEMENT

To: Rim Semiconductor Company (the "Corporation") From: _______________________________
Date: _______________________________

Pursuant to the Stock Option Agreement (the "Agreement") between the Corporation and the undersigned
effective February 16, 2006 the undersigned hereby exercises the Option as follows:


Number of shares of Common Stock the undersigned wishes to purchase

          under the Option
          --------------------------------------------------------------------------------
          Exercise Price per share                                                $ 0.0319
          --------------------------------------------------------------------------------
          Total Exercise Price                                                    $
          --------------------------------------------------------------------------------
          Vested shares (pursuant to Section 3 of the Agreement))
          --------------------------------------------------------------------------------
          Number of shares the undersigned has previously purchased by
          exercising the Option
          --------------------------------------------------------------------------------
          Expiration Date of the Option                                  February 16, 2016
          --------------------------------------------------------------------------------




The undersigned hereby represents, warrants, and covenants to the Corporation that:

a. The undersigned is acquiring the Common Stock for its own account, for investment, and not for distribution or
resale, and will make no transfer of such Common Stock except in compliance with applicable federal and state
securities laws and in accordance with the provisions of the Agreement.

b. The undersigned can bear the economic risk of the investment in the Common Stock resulting from this
exercise of the Option, including a total loss of its investment.

c. The undersigned is experienced in business and financial matters and am capable of (i) evaluating the merits
and risks of an investment in the Common Stock; (ii) making an informed investment decision regarding exercise
of the Option; and (iii) protecting my interests in connection therewith.

d. The undersigned has had a reasonable opportunity to conduct such investigation as it deemed necessary for the
purpose of making the decision to invest in the Common Stock. The undersigned has had a reasonable
opportunity to ask questions of and receive answers from the Corporation concerning the operations, affairs and
financial condition of the Corporation.

The undersigned acknowledges that it must pay the exercise price in full and make appropriate arrangements for
the payment of all federal, state and local tax withholdings due with respect to the Option exercised herein, before
the stock certificate evidencing the shares of Common Stock resulting from this exercise of the Option will be
issued to the undersigned.

Attached in full payment of the exercise price for the Option exercised herein is a check made payable to the
Corporation in the amount of $____________.


                                                   OPTIONEE

                                                         9
                                                    EXHIBIT 31

                              RULE 13A-14(A) / 15D-14(A) CERTIFICATION

I, Brad Ketch, President and Chief Executive Officer (and Principal Financial and Accounting Officer) of Rim
Semiconductor Company (the "Company"), certify that:

1. I have reviewed this quarterly report on Form 10-QSB for the quarterly period ended January 31, 2006 of the
Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly
present in all material respects the financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange
Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and I have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under my supervision, to ensure that material information relating to the small business issuer, including
its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in
which this report is being prepared;

b) evaluated the effectiveness of the small business issuer's disclosure controls and procedures and presented in
this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

c) disclosed in this report any change in the small business issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the small business issuer's internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the small
business issuer's auditors and the audit committee of the small business issuer's board of directors (or persons
performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the small business issuer's ability to record, process,
summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the small business issuer's internal control over financial reporting.

            DATE: March 17, 2006


                                                            /S/ BRAD KETCH
                                                            -------------------------------------
                                                            BRAD KETCH
                                                            PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                                            (AND PRINCIPAL FINANCIAL AND
                                                            ACCOUNTING OFFICER)
                                                    EXHIBIT 32

SECTION 1350 CERTIFICATION

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsection (a) and
(b) of section 1350, chapter 63 of title 18, United States Code), the undersigned office of Rim Semiconductor
Company (the "Company"), do hereby certify that to such officer's knowledge:

(1) The Quarterly Report on Form 10-QSB of the Company for the period ended January 31, 2006 (the
"Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934;
and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and
result of operations of the Company.

This certification is made solely for the purposes of U.S.C. Section 1350, and not for any other purpose.

March 17, 2006

                                    /S/ BRAD KETCH
                                    --------------------------------------
                                    BRAD KETCH
                                    CHIEF EXECUTIVE OFFICER (AND PRINCIPAL
                                    FINANCIAL AND ACCOUNTING OFFICER)