Securities Purchase Agreement

                                 MEMS USA, INC.

                          SECURITIES PURCHASE AGREEMENT

      THIS SECURITIES PURCHASE AGREEMENT (as amended, modified, supplemented or
restated in accordance with its terms from time to time, this "Agreement") is
between MEMS USA, INC., a Nevada corporation and its affiliates, as hereinafter
defined (the "Company"), and [REDACTED] (hereinafter "Purchasers"). Capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in Article VI.

                                    RECITALS

      WHEREAS, the Company desires to sell to Purchasers 143,750 shares of the
Company's Common Stock, $0.001 par value per share (the "Shares"), at the price
of $2.00 per share (the "Price") as follows:

         REDACTED :                 68,750
         REDACTED :                 25,000
         REDACTED :                 25,000
         REDACTED :                 25,000
         ; and

      WHEREAS, the Purchasers desire to purchase the Shares at the Price; and

      WHEREAS, the Purchasers and the Company desire to set forth the terms and
conditions of this transaction in this Agreement,

                                    AGREEMENT

      NOW, THEREFORE, In consideration of the recitals and the mutual promises,
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:

                                    ARTICLE I

                      AUTHORIZATION AND SALE OF THE SHARES

      1.1 Authorization. The Company has, prior to the date of this Agreement,
authorized the issuance and sale of the Shares to the Purchaser.

      1.2 Sale of the Shares to the Purchasers. Subject in all respects to the
satisfaction of the terms and conditions herein set forth and in reliance upon
the respective representations and warranties of the parties set forth herein or
in any document delivered pursuant hereto, the Company agrees to sell to
Purchasers, and Purchasers agree to buy from the Company, the Shares at the
Price.


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Securities Purchase Agreement

      1.3 Closing. The closing of the transaction contemplated by this Agreement
shall occur on April 22, 2005 (the "Purchase Date") at the offices of MEMS USA,
Inc., 5701 Lindero Canyon Rd., Building 2-100, Westlake Village, CA 91362, or at
such time and place as the parties shall subsequently agree. At the closing,
Purchasers shall deliver the Price to the Company by same day available funds,
and the Company shall deliver to Purchasers one or more certificates evidencing
ownership by Purchasers of the Shares.

                                   ARTICLE II

                              TERMS AND CONDITIONS

      2.1 Ownership Interest MEMS' Woodwaste-To-Ethanol Plants: The Company
shall grant, or cause to be granted to the Purchasers and to the [REDACTED]
("hereinafter") [REDACTED], a total equity position equal to thirty-three
one-hundredths of one percent (0.33%) of 100% of any present or future
woodwaste-to-ethanol plant or project, including the first 10 Ethanol plants of
any biomass feedstock, in which the Company holds or will hold an equity
position (the "Equity Position"). This provision does not extend to any
woodwaste-to-ethanol projects or plants where the Company is a mere licensor and
is not an equity holder, or to any project or plant in which such a grant is
precluded by applicable law. Purchasers and the Langdon Trust shall grant the
Company his/her/its proxy to exercise any voting power this equity interest may
have in any such woodwaste-to-ethanol plant or project. This proxy shall be
deemed vested with an interest, and may not be revoked or modified without the
written consent of the Company.

      2.2 Equity Position: It is understood and agreed that the Purchasers and
the [REDACTED], intend to deposit their respective portions of their Equity
Portion into [REDACTED] which will hold and/or manage the Equity Position
defined in Section 2.1 on behalf of the Purchasers. It is understood and agreed
that the assignment of the Equity Position to [REDACTED] or to any other person
or entity shall not operate to modify, revoke or extinguish the proxy rights
that the Purchasers and [REDACTED] have granted, under Section 2.1, to the
Company respecting the Equity Position.

      2.3 Release: Each Purchaser will and hereby does, release the Company from
any and all claims and damages arising out of or related to a claim that the
purchasers did not receive his proportionate share of the Equity Position vis a
vis the other Purchasers.

      Purchasers hereby waive the provision of California Civil Code Section
1452, which provides in pertinent part:

      "A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the release,
which if known by him must have materially affected his settlement with the
debtor."


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Securities Purchase Agreement

                                   ARTICLE III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants that at the time of execution of this
Agreement, and as of the Purchase Date:

      3.1 Organization and Existence, Authority, Etc. The Company is a
corporation duly organized and validly existing and in good standing under the
laws of the State of Nevada, and has all requisite corporate power and authority
to carry on its business as now conducted and proposed to be conducted; the
Company has all requisite corporate power and authority to enter into this
Agreement, to issue the Shares as contemplated herein and to carry out the
provisions and conditions of this Agreement. This Agreement has been duly
executed and delivered by, and constitute the valid and binding obligations of,
the Company, enforceable in accordance with their respective terms, subject to
the effect of any applicable bankruptcy, moratorium, insolvency, reorganization
or other similar law affecting the enforceability of creditors' rights generally
and to the effect of general principles of equity which may limit the
availability of remedies (whether in a proceeding at law or in equity). The
Company is duly qualified and is authorized to do business and is in good
standing as a foreign corporation in each jurisdiction in which the conduct of
its business or ownership of its properties would so require, except where the
failure to be so qualified would not have a material adverse effect on its
business and financial condition, taken as a whole.

      3.2 Litigation. Except as disclosed in the Company Commission Filings (as
hereinafter defined), to the knowledge of the Company, there is no action, suit
or proceeding pending, or threatened, against the Company before any court,
administrative agency or arbitrator which could reasonably be expected to result
in any material adverse change in the business, properties, condition (financial
or otherwise) of the Company, taken as a whole, or which challenges the validity
of any action taken or to be taken pursuant to or in connection with this
Agreement.

      3.3 Charter Documents. Neither the execution nor the delivery of this
Agreement, nor the consummation of the transactions contemplated hereby or
thereby, nor compliance with the terms and provisions hereof or thereof, will
conflict with, or result in a breach of or creation of a lien under, the terms,
conditions or provisions of, or constitute a default under, the charter or
by-laws of the Company, as amended, copies of which are available to Purchaser
in the Company Commission Filings.

      3.4 Authorized and Outstanding Capital Stock. The authorized capital stock
of the Company, as of April 8, 2005, consists of (i) 100,000,000 shares of
Common Stock, par value $0.001 per share and 10,000,000 shares of preferred
stock. As of April 8, 2005, there are outstanding and issued approximately
17,113,925 shares of Common Stock and 6,754,011 warrants and options to purchase
the Company's Common Stock. All of such outstanding shares of Common Stock have


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Securities Purchase Agreement

been validly issued and are fully paid and non-assessable. The Shares when
issued in accordance with the terms of this agreement, will be validly issued,
fully paid and non-assessable.

      3.5 Commission Filings and Financial Statements. True and complete copies
of all reports, registration statements, definitive proxy statements and other
documents (in each case together with all amendments and supplements thereto)
filed by the Company with the Commission (such reports, registration statements,
definitive proxy statements and other documents, together with any amendments
and supplements thereto, are sometimes collectively referred to as the "Company
Commission Filings") are available to Purchaser at the Commission's website
www.sec.gov. The Company Commission Filings constitute all of the documents
(other than preliminary materials) that the Company was required to file with
the Commission. As of their respective dates, each of the Company Commission
Filings complied in all material respects with the applicable requirements of
the Securities Act and the Exchange Act, as applicable, and the rules and
regulations under each such Act, and none of the Company Commission Filings
contained as of such date any untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. When filed with the Commission the financial statements included
in the Company Commission Filings complied as to form in all material respects
with the applicable rules and regulations of the Commission and were prepared in
accordance with generally accepted accounting principles (as in effect from time
to time) applied on a consistent basis (except as may be indicated therein or in
the notes or schedules thereto), and such financial statements fairly present in
accordance with generally accepted accounting principles in all material
respects the financial position of the Company as at the dates thereof and the
results of its operations and its cash flows for the periods then ended,
subject, in the case of the unaudited interim financial statements, to normal,
recurring year-end audit adjustments and the absence of footnotes.

      3.6 Title to Properties. The Company has good and marketable title to its
properties and assets, and good title to its leasehold estates, in each case
subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than
(a) those resulting from taxes which have not yet become delinquent, (b) minor
liens and encumbrances which do not materially detract from the value of the
property subject thereto or materially impair the operations of the Company, and
(c) those that have otherwise arisen in the ordinary course of business. The
Company is in compliance with all material terms of each lease to which it is a
party or is otherwise bound.

      3.7 Compliance with Other Instruments, Etc. The Company is not in
violation of any term of its certificate or articles of incorporation or
by-laws, and the Company is not in material violation of any material term of
any material agreement or instrument to which it is a party or by which it is
bound or any material term of any applicable law, ordinance, rule or regulation
of any governmental authority or any material term of any applicable order,
judgment or decree of any court, arbitrator or governmental authority, the


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Securities Purchase Agreement

consequences of which violation might have a materially adverse effect on the
business, condition (financial or other), operations, assets or properties of
the Company; the execution, delivery and performance of this Agreement and the
Related Agreements will not result in any material violation of or be in
material conflict with or constitute a material default under any such term; and
there is no such term which materially adversely affects the business, condition
(financial or other), operations, assets, or properties of the Company, taken as
a whole.

      3.9 Governmental Consent. No material consent, approval or authorization
of, or declaration or filing with, any governmental authority on the part of the
Company or any of its Subsidiaries is required for the valid execution and
delivery of this Agreement and the Related Agreements or the valid offer, issue,
sale and delivery of the Shares and Warrants pursuant to this Agreement or the
Related Agreements, except where the failure to obtain such consent or make such
filing would not have a material adverse effect on the business, operations or
assets of the Company, and except for appropriate filings (i) with the
Commission of a Form D, and (ii) with such state securities commissions in
respect of "blue sky" laws as may be appropriate.

      3.10 Use of Proceeds. The Company will apply the net proceeds of the sale
of the Shares to pay for ongoing business expenses, equipment and inventory
purchases and for working capital.

      3.11 Solvency. During the Offering Period and after giving effect to the
application of the proceeds of the Shares as specified in Section 3.10, the
Company will be solvent.

      3.12 Disclosure. To the best of the Company's knowledge, there is no fact
(other than matters of a general economic or political nature which does not
affect the Company uniquely) known to the Company which materially adversely
affects the business, condition (financial or other), operations, assets or
properties of the Company which has not been set forth either in the Company
Commission Filings or in this Agreement or in the other documents, certificates
and instruments delivered to Purchaser by or on behalf of the Company
specifically for use in connection with the transactions contemplated by this
Agreement.

                                   ARTICLE IV

                  REPRESENTATIONS AND WARRANTIES OF PURCHASERS

Purchasers hereby represent and warrant to the Company with respect to
himself/herself/itself/themselves, and each of them, as follows (such
representations and warranties do not lessen or obviate the representations and
warranties of the Company set forth in this Agreement):

      4.1 Requisite Power and Authority. Purchaser has all necessary power and
authority under all applicable provisions of law to execute and deliver this
Agreement and to carry out its provisions. All action on Purchaser's part


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Securities Purchase Agreement

required for the lawful execution and delivery of this Agreement and have been
or will be effectively taken prior to the Purchase Date. Upon their execution
and delivery, this Agreement will be a valid and binding obligation of
Purchaser, enforceable in accordance with their terms, except (a) as limited by
applicable bankruptcy, insolvency, reorganization, moratorium or other laws of
general application affecting enforcement of creditors' rights, and (b) as
limited by general principles of equity that restrict the availability of
equitable remedies.

      4.2 Investment Representations. Purchaser understands that the Securities
are being offered and sold pursuant to an exemption from registration contained
in the Securities Act based in part upon Purchaser's representations contained
in the Agreement.

      4.3 Purchaser Bears Economic Risk. Purchaser has substantial experience in
evaluating and investing in private placement transactions of securities in
companies similar to the Company so that it is capable of evaluating the merits
and risks of its investment in the Company and has the capacity to protect its
own interests. Purchaser must bear the economic risk of this investment until
the Securities are registered pursuant to the Securities Act, or an exemption
from registration is available.

      4.4 Acquisition for Own Account. Purchaser is acquiring the Securities for
Purchaser's own account for investment only, and not with a view towards their
distribution.

      4.5 Purchaser Can Protect Its Interest. Purchaser represents that by
reason of his/her/its, or of its management's, business or financial experience,
Purchaser has the capacity to protect its own interests in connection with the
transactions contemplated in this Agreement. Further, Purchaser is aware of no
publication of any advertisement in connection with the transactions
contemplated in the Agreement.

      4.6 Accredited Investor. Purchaser acknowledges that a purchase of the
Shares is only available to Purchaser because it is an "accredited investor." In
connection therewith, Purchaser represents and warrants to the Company that
he/she or it, as the case may be, qualifies as an "accredited investor" within
the meaning of Regulation D, since he/she or it meets one of the following
standards for determination of "accredited investor" status of Regulation D set
forth below:

      (a)   Any broker or dealer registered pursuant to Section 15 of the
            Exchange Act;

      (b)   Any natural person whose individual net worth, or joint net worth
            with that person's spouse, at the time of his purchase exceeds
            $1,000,000;

      (c)   Any natural person who had an individual income in excess of
            $200,000 in each of the two most recent years or joint income with
            that person's spouse in excess of $300,000 in each of those years
            and has a reasonable expectation of reaching the same income level
            in the current year;


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Securities Purchase Agreement

      (d)   Any trust, with total assets in excess of $5,000,000, not formed for
            the specific purpose of acquiring the securities offered, whose
            purchase is directed by a sophisticated person as described in Rule
            506(b)(2)(ii) of Regulation D;

      (e)   Any organization described in Section 501(c)(3) of the Internal
            Revenue Code of 1986, as amended, corporation, Massachusetts or
            similar business trust, or partnership, not formed for the specific
            purpose of acquiring the securities offered, with total assets in
            excess of $5,000,000; or

      (f)   Any entity in which all of the equity owners are "accredited
            investors".

      4.7 Available Information. Purchaser hereby represents that he/she/it (i)
has access to and has carefully reviewed the Company Commission Filings, and
(ii) has had the opportunity to ask questions and receive answers from the
Company concerning the Company Commission Filings and the terms and conditions
of the offering of the Shares and to obtain any documents relating to the
Company which are publicly available and any additional information or documents
relating to the Company which the Company possesses or can acquire without
unreasonable effort or expense.

      4.8 Regulatory Compliance. Purchaser agrees that Purchaser will comply
with all relevant rules and regulations of the Securities Exchange Act of 1934,
as amended, and has and will comply with all rules and regulations of
his/her/its state of residence, and that no further action is required on any
parties' part to comply with all such rules and regulations.

      4.9 Legends. The certificates representing the Shares shall bear the
following legend until the Shares are covered by an effective registration
statement filed with the Commission:

            "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
            OF 1933, AS AMENDED, OR, IF APPLICABLE, STATE SECURITIES LAWS. THESE
            SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
            HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
            AS TO SUCH SECURITIES UNDER SAID ACT AND APPLICABLE STATE SECURITIES
            LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO MEMS USA,
            INC. THAT SUCH REGISTRATION IS NOT REQUIRED."

                                    ARTICLE V

                            COVENANTS OF THE COMPANY

      5.1 Insurance. The Company will maintain or cause to be maintained with
financially sound and reputable insurers, insurance with respect to its assets
and business against loss or damage covering risks of such types and in such
amounts which are customary for similarly situated corporations of established
reputation engaged in the same or similar businesses, in adequate amounts.


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Securities Purchase Agreement

      5.2 Payment of Taxes and Other Obligations. The Company will pay or cause
to be paid all material taxes, assessments and other governmental charges levied
upon any of its assets or in respect of its franchises, businesses, income or
profits, all trade accounts payable in accordance with usual and customary
business terms, and all claims for work, labor or materials, which if unpaid
might become a Lien upon any asset of the Company before the same become
delinquent, except that (unless and until foreclosure, restraint, sale or other
similar proceedings shall have been commenced) no such charge need be paid if
being contested in good faith and by appropriate measures promptly initiated and
diligently conducted if (a) such reserve or other appropriate provision, if any,
as shall be required by sound accounting practice consistent with GAAP shall
have been made therefore, and (b) such contest does not have a material adverse
effect on the financial condition of the Company or the ability of the Company
to pay any Indebtedness and no assets are in imminent danger of forfeiture.

      5.3 Compliance With Laws. The Company will comply, and will cause each of
its Affiliates to comply, with all material laws (including, but not limited to,
Environmental Laws), rules, regulations, judgments, orders and decrees of any
governmental or regulatory authority applicable to its and their respective
assets.

      5.4 Corporate Existence; Property. The Company will preserve, protect, and
maintain, (a) its corporate existence, and (b) all rights, franchises,
accreditations, privileges, and properties, the failure of which to preserve,
protect, and maintain might have a material adverse effect on the business,
affairs, assets, prospects, operations, employee relations, rights or condition,
financial or otherwise, of the Company taken as a whole.

      5.5 Maintenance. The Company will maintain and keep its properties in good
repair, working order and condition, subject to normal wear and tear, and from
time to time make all necessary repairs, renewals and replacements so that its
businesses may be properly and advantageously conducted at all times.

      5.6 No Restrictions. The Company will not enter into or become subject to
any agreement or instrument, which by its terms would (under any circumstances)
restrict the Company's right to perform the provisions of this Agreement.

                                   ARTICLE VI

                                   DEFINITIONS

      6.1 Definitions. In addition to the capitalized terms defined elsewhere in
this Agreement, the following capitalized terms shall have the following
meanings when used in this Agreement:


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Securities Purchase Agreement

      (a)   "Common Stock" means the shares of Common Stock, $.0001 par value
            per share, of the Company.

      (b)   "Environmental Laws" means all federal, state and local laws,
            ordinances and rules of common law relating to environmental,
            safety, or health matters, including those relating to fines,
            orders, injunctions, penalties, damages, contribution, cost recovery
            compensation, losses, or injuries resulting from the release or
            threatened release of Hazardous Substances and the generation, use,
            storage, transportation, or disposal of Hazardous Substances in any
            manner applicable to the Parent or its assets, including the
            Comprehensive Environmental Response, Compensation and Liability Act
            of 1980 (42 U.S.C. ss.ss. 9601 et seq.), the Hazardous Materials
            Transportation Act (49 U.S.C. ss.ss. 1801 et seq the Resource
            Conservation and Recovery Act of 1976 (42 U.S.C. ss.ss.6901 et
            seq.), the Federal Water Pollution Control Act (33 U.S.C. ss.ss.
            1251 et seq.), the Clean air Act (42 U.S.C. ss.ss. 7401 et seq.),
            the Toxic Substances Control Act of 1976 (15 U.S.C. ss.ss. 2601 et
            seq.), the Safe Drinking Water Act (42 U.S.C. ss.ss. 300f- ss.ss.
            300j-11 et seq, the Occupational Safety and Health Act of 1970 (29
            U.S.C. ss.ss. 651 et seq.), and the Emergency Planning and Community
            Right-to-Know Act (42 U.S.C. ss.ss. 11001 et seq.), each as
            heretofore and hereafter amended or supplemented, and any analogous
            present or future federal, state, or local statutes, rules, and
            regulations promulgated thereunder or pursuant thereto, and any
            other present or future law, ordinance, rule, regulation, permit,
            order, or directive addressing environmental, safety or health
            issues, of or by the federal government, any state or political
            subdivision thereof, or any agency, court, or body of the federal
            government or any state or political subdivision thereof.

      (c)   "GAAP" means United States generally accepted accounting principles,
            consistently applied.

      (d)   "Indebtedness" of any Person means the principal of, premium, if
            any, and unpaid interest on (a) indebtedness for borrowed money, (b)
            indebtedness guaranteed, directly or indirectly, in any manner by
            such Person, or in effect guaranteed, directly or indirectly, in any
            manner by such Person through an agreement, contingent or otherwise,
            to supply funds to, or in any other manner invest in, the debtor, or
            to purchase indebtedness, or to purchase and pay for property if not
            delivered or pay for services if not performed, primarily for the
            purpose of enabling the debtor to make payment of the indebtedness
            or to assure the owners of the indebtedness against loss, (c) all
            indebtedness secured by any mortgage, lien, pledge, charge or other
            encumbrance upon property owned by such Person, even though such
            Person has not in any manner become liable for the payment of such
            indebtedness, (d) all indebtedness of such Person created or arising
            under any conditional sale, lease (intended primarily as a financing
            device) or other title retention or security agreement with respect
            to property acquired by such Person even though the rights and
            remedies of the seller, lessor or lender under such agreement or
            lease in the event of default may be limited to repossession or sale
            of such property, and


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Securities Purchase Agreement

      (e)   renewals, extensions and refunding of any such indebtedness.

      (f)   "Lien" means any mortgage, deed of trust, lien, security interest,
            pledge, lease, conditional sale contract, claim, charge, easement,
            right of way, assessment, restriction and other encumbrance of every
            kind.

      (g)   "Person" means an individual, a partnership, a corporation, a
            limited liability company, an association, a joint stock company, a
            trust, a joint venture, an unincorporated organization or a
            governmental entity or any department, agency or political
            subdivision thereof.

      (h)   "Securities Act" means the Securities Act of 1933, as amended.

      6.2 Rules of Construction. The following provisions shall be applied
wherever appropriate herein:

      (a)   "herein," "hereby," "hereunder," "hereof" and other equivalent words
            shall refer to this Agreement as an entirety and not solely to the
            particular portion of this Agreement in which any such word is used;

      (b)   all definitions set forth herein shall be deemed applicable whether
            the words defined are used herein in the singular or the plural;

      (c)   wherever used herein, any pronoun or pronouns shall be deemed to
            include both the singular and plural and to cover all genders;

      (d)   all accounting terms not specifically defined herein shall be
            construed in accordance with GAAP;

      (e)   neither this Agreement nor any other agreement, document or
            instrument referred to herein or executed and delivered in
            connection herewith shall be construed against either party as the
            principal draftsperson hereof or thereof;

      (f)   all references or citations in this Agreement to statutes or
            regulations or statutory or regulatory provisions shall generally be
            considered citations to such statutes, regulations or provisions as
            in effect on the date hereof, except that when the context otherwise
            requires, such references shall be considered citations to such
            statutes, regulations or provisions as in effect from time to time,
            including any successor statutes, regulations or provisions directly
            or indirectly superseding such statutes, regulations or provisions;

      (g)   any references herein to a particular Section, Article, Exhibit or
            Schedule means a Section or Article of, or an Exhibit or Schedule
            to, this Agreement unless another agreement is specified; and


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      (h)   the Exhibits and Schedules attached hereto are incorporated herein
            by reference and shall be considered part of this Agreement.

                                   ARTICLE VII

                                  MISCELLANEOUS

      7.1 Consent to Amendments; Waivers. The provisions of this Agreement may
be amended, and the Company may take any action herein prohibited, or omit to
perform any act herein required to be performed by it, only if the Company has
obtained the written consent of the Purchaser. No other course of dealing
between the Company and any Purchaser or any delay in exercising any rights
hereunder or under any of the Related Agreements shall operate as a waiver of
any rights of any such Purchaser. If the Company pays any consideration to any
Person for such consent to any amendment, modification or waiver hereunder or
under any of the Related Agreements, the Company shall also pay each Purchaser
granting its consent equivalent consideration computed on a pro rata basis. Any
waiver, permit, consent or approval of any kind or character on the part of any
party of any provisions or conditions of this Agreement or any Related Agreement
must be made in writing and shall be effective only to the extent specifically
set forth in such writing.

      7.2 Representations and Warranties: Indemnification.


      (a)   All representations and warranties contained herein or made in
            writing by any party in connection herewith or therewith will
            survive the execution and delivery of this Agreement and any
            investigation made at any time by or on behalf of Purchaser.

      (b)   The Company will defend, indemnify and hold Purchaser harmless from
            and against any and all actions, suits, losses, damages,
            liabilities, claims, obligations and expenses (including, but not
            limited to, legal fees and court costs) ("Losses"), whether or not
            resulting from judgments or arbitration awards, that shall be
            suffered or incurred by Purchaser resulting from or arising out of
            any breach of any of the representations, warranties or covenants of
            the Company contained in this Agreement.

      (c)   Purchaser will defend, indemnify and hold the Company harmless from
            and against any and all losses, whether or not resulting from
            judgment or arbitration awards, that shall be suffered or incurred
            by the Company resulting from or arising out of any breach of any of
            the representations, warranties or covenants of Purchaser contained
            in this Agreement.

      7.3 Successors and Assigns. Except as otherwise expressly provided herein,
all covenants and agreements contained in this Agreement by or on behalf of any
of the parties hereto will bind and inure to the benefit of the respective


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Securities Purchase Agreement

successors and assigns of the parties hereto, whether so expressed or not,
provided, however, that neither party shall assign (by operation of law or
otherwise) this Agreement or any part hereof or any obligation hereunder without
the prior written consent of the Company or Purchaser. In addition, and whether
or not any express assignment has been made, the provisions of this Agreement
which are for the benefit of Purchaser are also for the benefit of, and
enforceable by, any subsequent holders of all or any part of the Securities. The
Securities may not be transferred unless such transfer is registered under the
Securities Act or unless an exemption from such registration is available, which
exemption shall be established either by an opinion of counsel delivered by the
holder of the Securities being transferred or by other customary means.

      7.4 Descriptive Headings. The descriptive headings of this Agreement are
inserted for convenience of reference only and do not constitute a part of and
shall not be utilized in interpreting this Agreement.

      7.5 Notices. Any notices required or permitted to be sent hereunder shall
be delivered personally or mailed, by certified mail, return receipt requested,
or delivered by overnight courier service to the following addresses, or such
other address as any party hereto designates by written notice to the Company,
and shall be deemed to have been given upon delivery, if delivered personally,
five days after mailing, if mailed, or one business day after delivery to the
courier, if delivered by overnight courier service.

         If to the Company, to:

                  MEMS USA, Inc.
                  5701 Lindero Canyon Rd., #2-100
                  Westlake Village, CA 91362
                  Attn: Michael A. Marcelli, Counsel

         If to the Purchasers:
                  REDACTED


      7.6 Governing Law. This Agreement and the rights and duties of the parties
hereto shall be governed by the laws of the State of California (without regard
to principles of conflicts of law).

      7.7 Execution in Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed an original, and such counterparts together shall constitute one
instrument.

      7.8 Consent to Jurisdiction. The Company and Purchaser hereby irrevocably
agree that any suit, action, proceeding or claim against it arising out of or in
any way relating to this agreement or any of the related agreements, or any
judgment entered by any court in respect thereof, may be brought or enforced in
the state or federal courts located in Los Angeles, CA and hereby irrevocably
waives, to the fullest extent permitted by law, any objection which they may now


                                     - 12 -
<PAGE>


Securities Purchase Agreement

or hereafter have to the venue of any proceeding brought in Los Angeles, CA and
further irrevocably waives any claims that any such proceeding has been brought
in an inconvenient forum.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                     - 13 -
<PAGE>


Securities Purchase Agreement

SECURITIES PURCHASE AGREEMENT - SIGNATURE PAGE ONE

The parties hereto have executed this Securities Purchase Agreement as of the
date set forth below.

COMPANY:
MEMS USA, INC.


By:
   -----------------------------------
         James A. Latty

Its:
   -----------------------------------
         President

Date:
   -----------------------------------

PURCHASER:

Date:
   -----------------------------------

Signature
   -----------------------------------

Print Name [REDACTED]
   -----------------------------------

Soc. Sec. No
   -----------------------------------

PURCHASER:

Date:
   -----------------------------------

Signature
   -----------------------------------

Print Name [REDACTED]
   -----------------------------------

Soc. Sec. No
   -----------------------------------


                                     - 14 -
<PAGE>


Securities Purchase Agreement

SECURITIES PURCHASE AGREEMENT - SIGNATURE PAGE TWO


PURCHASER:

Date:
   -----------------------------------

Signature
   -----------------------------------

Print Name [REDACTED]
   -----------------------------------

Soc. Sec. No
   -----------------------------------


PURCHASER:

Date:
   -----------------------------------

Signature
   -----------------------------------

Print Name: [REDACTED]
   -----------------------------------

Soc. Sec. No
   -----------------------------------


                                       15