[LOGO] MEMS
       USA


July 1, 2002

Daniel K. Moscaritolo
4010 Lemonberry Place
Thousand Oaks, CA 91362

Re: Offer Letter

"Dear Daniel:

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

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

      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 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.

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

      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
            ("GAAP")),  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
            fulltime  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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<PAGE>

      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,

James A. Latty
President

Accepted and agreed:

------------------------,                      dated
                                                    ------------------------
Daniel K. Moscaritolo