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EXHIBIT 10.13

                                    AGREEMENT

         THIS AGREEMENT ("Agreemenf"), dated and effective as of October 18,
2006, by and between Steven Newsom and MEMS USA, Inc. ("MEMS").

         WHEREAS, MEMS desires to have Steven Newsom serve as a member of the
MEMS Board of Directors and Steven Newsom desires to serve as a member of MEMS
Board of Directors, the parties agree as follows:

         1.       Crossed out /s/

         2.       Steven Newsom accepts the position as a member of the Board of
                  Directors of MEMS:

         3.       MEMS shall at all times maintain Directors and Officers
                  Insurance (the "Policy") coverage in an amount of not less
                  than $5.000,000.00. The Policy shall include Steven Newsom as
                  an insured. MEMS shall immediately notify Steven Newsom if the
                  policy lapses for any reason. MEMS shall immediately provide a
                  copy of the Policy to Steven Newsom:

         4.       MEMS agrees to pay to Steven Newsom the sum of $20,000.00 as
                  soon as funds are available;

         5.       In addition, MEMS agrees to pay Steven Newsom the sum of
                  $4,000.00 per month payable on the first day of each month as
                  long as Steven Newsom is a member of MEMS Board of Directors;

         6.       If Steven Newsom makes more than 3 trips (outside of the
                  greater Houston Texas area) to attend meetings on MEMS
                  business. MEMS shall pay Steven Newsom an additional $2,000.00
                  per trip;

         7.       MEMS shall pay Steven Newsom $250.00 per hour for work
                  performed for MEMS over and above time spent on trips to
                  attend meetings on MEMS business. MEMS shall pay Steven
                  Newsom's invoices for this hourly work within 30 days from
                  MEMS receipt of Steven Newsom's invoice:

         8.       MEMS shall pay all of Steven Newsom's travel expenses for
                  trips (outside of the greater Houston Texas area) to attend
                  meetings on MEMS business as follows: airfare shall be paid
                  directly by MEMS; hotel, food, rental car and parking shall be
                  paid or reimbursed according to MEMS travel cost reimbursement
                  policy in effect for MEMS officers at the time of the travel;
                  5.

                                                                        /s/ /s/

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         9.       MEMS shall, as soon as possible, issue to Steven Newsom
                  cashless options (the "Options") for 300,000 shares of MEMS
                  common stock. The Option period shall be 60 months from the
                  date of this Agreement and some or all of the Options may be
                  exercised at any time within the Option Period. The Options
                  shall vest immediately. The Options shall be adjusted to
                  reflect changes to the common stock such as, but not limited
                  to: stock splits, mergers, recapitalization, reorganization,
                  sale of assets or other occurrence that would change the
                  number of shares that a shareholder holds:

         10.      The parties agree that Steven Newsom is NOT being employed as
                  an attorney and that Steven Newsom is NOT representing MEMS in
                  his capacity as an attorney.

         11.      Any provision of this Agreement may be amended or waived if,
                  and only if, such amendment or waiver is in writing and is
                  signed, in the case of an amendment, by all parties.

         12.      No failure or delay by any party in exercising any right or
                  privilege hereunder shall operate as a waiver thereof nor
                  shall any single or partial exercise thereof preclude any
                  other or further exercise thereof or the exercise of any other
                  right. power or privilege. To the maximi.nn extent permitted
                  by Law. (a) no waiver that may be given by a party shall be
                  applicable except in the specific instance for which it was
                  given and (b) no notice to or demand on one party shall be
                  deemed to be a waiver of any obligation of such party or the
                  right of the party giving such notice or demand to take
                  further action without notice or demand.

         13.      The terms and provisions of this Agreement shall inure to the
                  benefit of and be binding upon the parties hereto and their
                  respective executors, heirs, personal representatives,
                  successors and assigns.

         14.      This Agreement may be executed in any number of counterparts.
                  and any party hereto may execute any such counterpart. each of
                  which when executed and delivered shall be deemed to be an
                  original and all of which counterparts taken together shall
                  constitute but one and the same instrument.

         15.      This Agreement sets forth the entire understanding of the
                  parties. Any and all previous agreements and understandings
                  between or among the parties regarding the subject matter
                  hereof whether written or oral, are superseded by this
                  Agreement.

                                                                      /s/ /s/

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         16.      Any provision of this Agreement that is invalid or
                  unenforceable shall be ineffective to the extent of such
                  invalidity or unenforceability without invalidating or
                  rendering unenforceable the remaining provisions hereof.

         17.      Any rule of construction or interpretation otherwise requiring
                  this Agreement to be construed or interpreted against any
                  party by virtue of the authorship of this Agreement shall not
                  apply to the construction and interpretation hereof and
                  thereof,

         18.      The prevailing party in litigation regarding this Agreement
                  shall be entitled to an award of reasonable attorney fees and
                  costs.


         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed to be effective as of the date first above written.


                                        /s/ Steven S. Newsom
                                        --------------------
                                        Steven S. Newsom



                                        MEMS USA, INC.

                                        By: /S/ James A. Latty          10/23/06
                                            ------------------------------------
                                        Name:  James A. Latty
                                        Title: Chairman, CEO and President and
                                               Member of the Board of Directors


                                        By: /s/ Daniel K. Moscaritolo   10/23/06
                                            ------------------------------------
                                        Name: Daniel K. Moscaritolo
                                              Member of the Board of Directors


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