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EXHIBIT 10.10

MEMS USA LETTERHEAD

James A. Latty
31948 Kingspark Ct
Westlake Village, CA 91362

Re: Offer Letter
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Dear James:

This employment offer letter ("AGREEMENT") dated as of July 1, 2002, confirms
our agreement in connection with your employment as President ("President") of
MEMS USA, Inc. ("MEMS"), pursuant to the following terms:

     1.   You will serve as MEMS' President and MEMS will employ you in that
          capacity beginning July 1, 2002 ("HIRE DATE"). In that capacity, you
          report to MEMS' Board.

     2.   Your initial employment term will be for a period of 4 years ("Term").
          You can only be involuntarily terminated by MEMS for "cause". As used
          in this Agreement, the term cause shall mean, the conviction of a
          felony crime involving dishonesty or resulting in imprisonment without
          the option of a fine, or the material non-observance, or the material
          breach by you of any of the material provisions of this Agreement, or
          your neglect, failure or refusal to carry out the duties properly
          assigned to you after due notice by the Board to you and a period of
          not less than 60 days to remedy such neglect, failure or refusal.

          In the event of any termination for cause, all obligations of MEMS USA
          or in respect of this Agreement will terminate, except the obligation
          to pay you any cash compensation, expenses, options or other which
          shall have accrued or remain in the balance of the initial term.

     3.   During the Term, you will receive cash compensation due and payable on
          the first day of each month at the following rates: $20,000 monthly
          for full time employment ($240,000 per annum), $15,000 monthly for
          3/4 time employment, $10,000 per month for 1/2 time employment and
          $5,000 per month for 1/4 time employment, from the date of this
          agreement until June 30, 2003 ("COMPENSATION"). After June 30, 2003,
          your Compensation will remain at the above stated rates, subject to
          increases as determined by a simple majority vote of the MEMS Board of
          Directors, which review will occur not less often than semi-annually
          (i.e., every 6 months) for the remainder of the Term. It is further
          understood that MEMS is currently a start-up company and Compensation
          and expense reimbursement, to be


        5701 Lindero Canyon Road, Bldg. 2-100, Westlake Village, CA 91362
                       (818) 735-4750, fax (818) 735-4753


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          paid first, will be accrued with interest at 1/2% monthly, compounded
          monthly, and will be payable on such date as the company is funded.

     4.   Should your wages and/or expenses be accrued, MEMS will execute a
          promissory note that you will be a 'secured creditor' of MEMS with
          first rights to payment of your accrued account and you will be
          eligible for such bonuses and other forms of supplemental compensation
          as may from time to time be approved by the Board.

     5.   You have purchased 1,500,000 shares of MEMS Common Stock ("Shares") at
          the price of $0.001 per share, which shall be subject to the following
          buyback provisions over the next three (3) years. If your services
          hereunder are ended prior to expiration of the Term, then MEMS shall
          have the option to immediately repurchase all or none at the same
          price per share as the employee option exercise price, shown in item 6
          below ("REPURCHASE") the following shares and such shares shall be
          returned to MEMS Treasury Stock:

          Until such date that MEMS becomes "profitable" for one quarter (i.e.,
          pursuant to Generally Accepted Accounting Principles ("GAAFP")), MEMS
          shall have the option to Repurchase 300,000 shares. In addition to
          this 300,000 share Repurchase, MEMS shall have the option to
          repurchase the following: for the period immediately following the
          date of this agreement until the first year anniversary of the date of
          this agreement, MEMS shall have the option to repurchase 900,000
          shares; for the period from the first year anniversary of this
          agreement until the second year anniversary of this agreement, MEMS
          shall have the option to repurchase 600,000 shares; for the period
          from the second year anniversary of this agreement until the third
          year anniversary of this agreement, MEMS shall have the option to
          repurchase 300,000 shares. Notwithstanding the foregoing, this buyback
          option provision shall immediately expire when MEMS enters a merger or
          acquisition agreement whereby controlling interest could change hands
          or be purchased or otherwise acquired.

     6.   On the date that you become, and in consideration of your being a
          full-time employee of MEMS, you are granted an employee option to
          purchase 750,000 Shares at the exercise price of $1.00 per share,
          which shall vest as follows: fully vested upon the posting of a second
          consecutive "profitable" quarter (i.e., pursuant to Generally Accepted
          Accounting Principles ("GAAP")), or, any unvested option shall
          immediately vest if MEMS enters a merger or acquisition agreement
          whereby controlling interest could change hands or be purchased or
          otherwise acquired.

     7.   If your services hereunder are ended prior to expiration of the Term,
          then: you will have 90 days to exercise your employee stock options
          and, following said 90 days, any unexercised options to Repurchase
          shall be returned to MEMS Treasury Stock.


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     8.   Your stock and option ownership shall be collatorizable, assignable
          and your heirs shall have same. In addition, at the start of each year
          you shall be entitled to four (4) weeks of paid vacation during each
          year of the term.

     9.   You will be paid a 'car allowance' of $850 per month. Such car
          allowance shall be for all costs associated with operating a vehicle,
          including but not limited to: principal & interest, gasoline,
          insurance, registration, maintenance and repairs. MEMS will pay you
          for your reasonable cell phone costs. Your other legitimate business
          expenses will be reimbursed, on an accountable basis, within 10
          working days of their submission.

     10.  In addition to the foregoing, you will be eligible for such benefits
          including inventive incentives and others as are from time to time
          made available to other members of senior management, it being
          anticipated in good faith that MEMS will soon provide employees' full
          health, life, dental and vision insurance, matching 401K, retirement
          and savings plans.

     11.  MEMS agrees to indemnify you and hold you harmless to the full extent
          of the law. In the event that you are named as an individual in any
          lawsuit related to MEMS, then MEMS shall indemnify you and hold you
          harmless for any and all legal costs and any and all awards against
          you.

     12.  In good faith, you intend to sign and be bound by MEMS' reasonable and
          customary agreements relating to nondisclosure and non-solicitation.
          MEMS will keep your identity and relationship with it confidential
          knowing that unauthorized release of such information would cause you
          irreparable harm.

This Agreement contains the entire agreement of the parties and shall replace
and supersede all prior arrangements and representations, either oral or
written, as to the subject matter hereof. This Agreement may be modified or
amended only by a written instrument signed by all parties hereto.

If you are in agreement with the foregoing, please sign as indicated below and
return the original to me.

Very truly yours,


/s/ Lawrence Welsdorn
CEO & CFO

Accepted and agreed:

/s/ James A. Latty                            dated July 1, 2002
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James A. Latty

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