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EXHIBIT 10.8

                                      NOTE

                                                                 Los Angeles, CA
                                                                November 1, 2005

FOR VALUE RECEIVED, the undersigned, MEMS USA, INC., A Nevada Corporation
("Borrower"), hereby promises to pay to the order of DANIEL MOSCARITOLO,
("Lender"), in lawful money of the United States of America, at 5701 Lindero
Canyon Rd., Building 2-100, Westlake Village, CA 91362, the principal sum of
One-Hundred Five Thousand Eight Hundred Dollars ($105,800.00) or any adjusted
amounts due hereunder, on May 1, 2006.


This Note shall bear interest at the rate of ten (10) percent per annum or at
the legal rate, whichever is greater, as allowed by and determined in accordance
with California law, until fully paid. Interest is payable upon maturity of the
note.


In the event that Borrower shall fail to make full and timely payment of the
principal payment hereunder when due, then the entire unpaid principal amount of
this Promissory Note shall automatically become immediately due and payable
without demand or notice, and Borrower shall pay such further amount as shall be
sufficient to cover all costs and expenses (including reasonable attorneys'
fees) directly or indirectly incurred by Lender in connection with the
collection of this Note.


Borrower hereby waives notice of default, notice of acceleration, notice of
prepayment, presentment, protest or notice of dishonor.



                                        MEMS USA, INC.

                                        /s/ James A. Latty
                                        -------------------------
                                        James A. Latty
                                        President



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                               SECURITY AGREEMENT

This SECURITY AGREEMENT is made on this first day of November, 2005 between MEMS
USA, Inc. (Debtor), and Daniel Moscaritolo ("Secured Party").

1. SECURITY INTEREST. Debtor grants to Secured Party a security interest in all
inventory, equipment, appliances, furnishings, stock certificates, and aircraft
(or parts thereof) now or hereafter belonging to MEMS USA, Inc., a Nevada
corporation, located at 5701 Lindero Canyon Rd., Building 2-100, Westlake
Village, CA 91362 (the "Premises") or used in connection therewith and in which
Debtor now has or hereafter acquires any right and the proceeds there from. As
additional collateral, Debtor assigns to Secured Party, an undivided one-half
(1/2) security interest in all of its right, title, and interest to any
trademarks, trade names, contract rights, and leasehold interests in which
Debtor now has or hereafter acquires. The Security Interest shall secure the
payment and performance of Debtor's promissory note dated November 1, 2005 in
the principal amount of One-hundred Five-Thousand Eight hundred ($105,800)
Dollars and the payment and performance of all other liabilities and obligations
of Debtor to Secured Party of every kind and description, direct or indirect,
absolute or contingent, due or to become due now existing or hereafter arising.

2. COVENANTS. Debtor hereby warrants and covenants: (a) The collateral will
collateral will not be removed from the Premises other than in the ordinary
course of business. (b) The Debtor's place of business is 5701 Lindero Canyon
Rd., Building 2-100, Westlake Village, CA 91362 and Debtor will immediately
notify Secured Party in writing of any change in or discontinuance of Debtor's
place of business (c) The parties intend that the collateral is and will at all
times remain personal property despite the fact and irrespective of the manner
in which it is attached to realty. (d) The Debtor will not sell, dispose, or
otherwise transfer the collateral or any interest therein without the prior
consent of Secured Party, and the Debtor shall keep the collateral free from
unpaid charges (including rent), taxes, and liens. (e) The Debtor shall execute
alone or with Secured Party any Financing Statement or other document or procure
any document, and pay the cost of filing the same in all public offices wherever
filing is deemed by Secured Party to be necessary. (f) Debtor shall maintain
insurance at all times with respect to all collateral against risks of fire,
theft, and other such risks and in such amounts as Secured Party may require.
(g) The Debtor shall make all repairs, replacements, additions, and improvements
necessary to maintain any equipment in good working order and condition. At its
option, Secured Party may discharge taxes, liens, or other encumbrances at any
time levied or placed on the collateral, may pay rent or insurance due on the
collateral and may pay for the maintenance and preservation of the collateral.
Debtor agrees to reimburse Secured Party on demand for any payment made, or any
expense incurred by Secured Party pursuant to the foregoing authorization.

3. DEFAULT. The Debtor shall be in default under this Agreement upon the
happening of any of the following: (a) any misrepresentation in connection with
this Agreement on the part of the Debtor. (b) any noncompliance with or
nonperformance of the Debtor's obligations under the Note or this Agreement. (c)
if Debtor is involved in any financial difficulty as evidenced by (i) an
assignment for the benefit of creditors, or (ii) an attachment or receivership
of assets not dissolved within thirty (30) days, or (iii) the institution of
Bankruptcy proceedings, whether voluntary or involuntary, which is not dismissed
within thirty (30) days from the date on which it is filed. Upon default and at
any time thereafter, Secured Party may declare all obligations secured hereby
immediately due and payable and shall have the remedies of a Secured Party under
the Uniform Commercial Code. Secured Party may require the Debtor to make it
available to Secured Party at a place which is mutually convenient. No waiver by
Secured Party of any default shall operate as a waiver of any other default or
of the same default on a future occasion. This Agreement shall inure to the
benefit up and bind the heirs, executors, administrators, successors, and
assigns of the parties. This Agreement shalt have the effect of an instrument
under seal.


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By:
MEMS USA, Inc.


/s/ James A. Latty
--------------------------------------
James A. Latty, President


Date: Nov. 1, 2005