[MEMS USA LOGO]

                                 August 23, 2004

Via Hand Delivery

James A. Latty, Ph.D.
5701 Lindero Canyon Rd., Bldg. 2-100
Westlake Village, CA 91362

Re: Assuming Presidencies of MEMS USA, Inc.

Dear Jim:

Please allow this letter to memorialize our conversation  with Lawrence Weisdorn
this  morning  wherein  we all  agreed  that you would be coming on board as the
President  of MEMS USA,  Inc., a  California  company  ("MEMS CA") and MEMS USA,
Inc., a Nevada Corporation ("MEMS NV") (collectively the "Companies")  effective
12:01 A.M., PST on Thursday, September 9, 2004 (the "Hire Date") pursuant to the
following terms:

     1.  You will  serve as the  Companies'  President  and the  Companies  will
         employ  you in that  capacity  beginning  on the  Hire  Date.  In those
         capacities, you report to the Companies' Boards.

     2.  This contract  shall expire on July 1, 2006  ("TERM").  You can only be
         involuntarily  terminated by the Companies 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  written  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 the
         Companies 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, in
         equal  installments of $10,000,  on the first and fifteenth day of each
         month for full time  employment  ($240,000  per annum) from the date of
         this agreement  until September 9, 2005  ("COMPENSATION").  Thereafter,
         your  Compensation  will remain at the above stated  rates,  subject to
         increases as  determined by a simple  majority  vote of the  Companies'
         Boards 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  the  Companies  are  currently  start-up
         companies 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 companies are funded.


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

James A. Latty, Ph.D.
August 23, 2004
Page 2 of 3


     4.  Should  your wages  and/or  expenses  be accrued,  the  Companies  will
         execute a promissory note that you will be a 'secured  creditor' of the
         Companies 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 Boards.

     5.  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 NV Treasury Stock.

     6.  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.

     7.  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.  The Companies 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.

     8.  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.  The  Companies  will
         provide  full  health,  dental and  vision  insurance,  matching  401K,
         retirement  and savings  plans.  The costs for yourself and your spouse
         are  non-contributory.  Directors and officer's  insurance will also be
         provided.  Finally, the Companies will also provide life insurance with
         a benefit amount of not less than three times your annual salary.

     9.  The Companies  agree to indemnify you and hold you harmless to the full
         extent  of the law.  In the  event  that you are  named in any  lawsuit
         related  to the  Companies,  the  Companies,  and each of  them,  shall
         indemnify you and hold you harmless for any and all legal costs and any
         and all awards against you.

     10. In good faith,  you intend to sign and be bound by MEMS' reasonable and
         customary agreements relating to nondisclosure and non-solicitation.

     11. You had previously  purchased  1,500,000 shares of MEMS CA Common Stock
         ("SHARES")  at the  price  of  $0.001  per  share.  These  Shares  were
         subsequently  exchanged  for MEMS NV  shares  at a  conversion  rate of
         approximately  1.72 MEMS NV shares for each MEMS CA share. It is agreed
         that the  conversion  of these shares to MEMS NV shares does not change
         the buy-back provisions  associated with those Shares, and that if your
         services  hereunder are ended prior to July 1, 2005, then MEMS NV shall
         have the option to immediately  repurchase all non-vested  shares only,
         at the same  price per share as the  employee  option  exercise  price,
         shown in Item 12 below ($1.00 per share) ("REPURCHASE") pursuant to the
         following schedule.

<PAGE>

James A. Latty, Ph.D.
August 23, 2004
Page 3 of 3


         Until  such date  that MEMS NV  becomes  "profitable"  for one  quarter
         (i.e.,  pursuant to Generally Accepted Accounting Principles ("GAAP")),
         MEMS NV shall have the option to Repurchase  516,000 non-vested shares.
         In addition to these 516,000  shares,  MEMS NV shall have the option to
         repurchase  an  additional   516,000   non-vested  shares  through  and
         including July 1, 2005.  Notwithstanding  the  foregoing,  this buyback
         option provision shall immediately  expire when MEMS NV enters a merger
         or  acquisition  agreement  whereby  controlling  interest could change
         hands or be purchased  or otherwise  acquired.  Upon  repurchase,  such
         shares would be returned to the MEMS NV stock treasury.

     12. You were granted an employee option to purchase  750,000 shares of MEMS
         CA stock at the  exercise  price of $1.00  per  share.  This  number of
         options was increased by  approximately  1.72 times in accordance  with
         the terms of the reverse merger. Accordingly, Lawrence Wesidorn, Daniel
         Moscaritolo  and you  each  hold  approximately  1,284,343  options  to
         purchase  MEMS NV  shares  at $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.

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.

Lawrence Weisdorn CEO & CFO

Accepted and agreed:


-------------------------------             Dated
James A. Latty                                    -------------------