BY-LAWS

                                       OF

                                 MEMS USA, INC.

                              A NEVADA CORPORATION


                                   ARTICLE ONE

                                     OFFICES

      Section 1.1 Principal Office - The principal office of MEMS USA, Inc. (the
"Corporation")  shall  be  located  in such  state  or  county  as the  Board of
Directors of the Corporation may designate.  The Corporation may have such other
offices,  either  within or without  Nevada,  as the Board of  Directors  of the
Corporation may designate or as the business of the Corporation may require from
time to time.

      Section 1.2 Other Offices - The  corporation may also have offices at such
other  places  both  within  and  without  the  State of  Nevada as the Board of
Directors may from time to time determine or the business of the corporation may
require.

                                   ARTICLE TWO

                            MEETINGS OF STOCKHOLDERS

      Section 2.1 Place - All annual meetings of the stockholders  shall be held
at registered office of the corporation or at such other place within or without
the State of Nevada as the directors shall  determine.  Special  meetings of the
stockholders  may be held at such time and place  within or without the State of
Nevada as shall be stated in the notice of the  meeting,  or in a duly  executed
waiver of notice thereof.

      Section  2.2  Annual  Meetings  -  Annual  meetings  of the  stockholders,
commencing  with the year 2006,  shall be held on the 18th day of February  each
year if not legal holiday and, if a legal holiday,  then on the next secular day
following,  or at such other time as may be set by the Board of  Directors  from
time to time, at which the stockholders shall elect by vote a Board of Directors
and transact such other business as may properly be brought before the meeting.

      Section 2.3 Special Meetings - Special meetings of the  stockholders,  for
any  purpose  or  purposes,  unless  otherwise  prescribed  by statute or by the
Articles of  Incorporation,  may be called by the  President or the Secretary by
resolution  of  the  Board  of  Directors  or  at  the  request  in  writing  of
stockholders  owning a  majority  in amount of the entire  capital  stock of the
corporation  issued and  outstanding  and entitled to vote.  Such request  shall
state the purpose of the purposed meeting.

      Section 2.4 Notices of Meetings - Notices of meetings  shall be in writing
and signed by the President or a Vice-President or the Secretary or an Assistant
Secretary or by such other person or persons as the directors  shall  designate.
Such notice shall state


                                    1 of 15
<PAGE>

the  purpose or  purposes  for which the  meeting is called and the time and the
place, which may be within or without this State, where it is to be held. A copy
of such  notice  shall be either  delivered  personally  to or shall be  mailed,
postage prepaid,  to each stockholder of record entitled to vote at such meeting
not less than ten nor more than sixty days before such  meeting.  If mailed,  it
shall be directed to a stockholder at his address as it appears upon the records
of the corporation and upon such mailing of any such notice, the service thereof
shall be  complete  and the time of the notice  shall begin to run from the date
upon  which  such  notice  is  deposited  in the mail for  transmission  to such
stockholder.  Personal  delivery  of  any  such  notice  to  any  officer  of  a
corporation or association  or to any member of a partnership  shall  constitute
delivery  of such  notice  to such  notice of and  prior to the  holding  of the
meeting it shall not be  necessary  to de1iver or mail  notice of the meeting to
the transferee.

      Section  2.5.  Purpose of  Meetings - Business  transacted  at any special
meeting of stockholders shall be 1imited to the purposes stated in the notice.

      Section  2.6.  Quorum - The holders of a majority of the stock  issued and
outstanding  and entitled to vote there at,  present in person or represented by
proxy,  shall  constitute a quorum at all meetings of the  stockholders  for the
transaction  of  business  except as  otherwise  provided  by  statute or by the
Articles of  Incorporation.  If,  however,  such quorum  shall not be present or
represented at any meeting of the  stockholders,  the  stockholders  entitled to
vote thereat,  present in person or  represented  by proxy,  shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting,  until a quorum shall be present or represented.  At such adjourned
meeting at which a quorum shall be present or  represented,  any business may be
transacted  which  might  have been  transacted  at the  meeting  as  originally
notified.

      Section 2.7 Meetings by  Telecommunications.  Any or all  shareholders may
participate in an annual or special  meeting by, or conduct the meeting  through
the use of, any means of communication  by which all shareholders  participating
may hear each other during the meeting. A shareholder participating in a meeting
by this means is deemed to be present in person at the meeting.

      Section  2.7.  Voting - When a quorum is  present  or  represented  at any
meeting,  the vote of the holders of a majority of the stock having voting power
present in person or represented by proxy shall be sufficient to elect directors
or to decide any questions  brought before such meeting,  unless the question is
one upon  which by express  provision  of the  statutes  or of the  Articles  of
Incorporation, a different vote is required in which case such express provision
shall govern and control the decision of such question.

      Section 2.8. Share Voting - Each  stockholder of record of the corporation
shall be entitled at each meeting of  stockholders to one vote for each share of
stock standing in his name on the books of the  corporation.  Upon the demand of
any  stockholder,  the vote for directors and the vote upon any question  before
the meeting shall be by ballot.

      Section 2.9. Proxy - At the meeting of the  stockholders  any  stockholder
may be presented  and vote by a proxy or proxies  appointed by an  instrument in
writing. In the event that any such instrument in writing shall designate two or
more  persons to act as  proxies,  a  majority  of such  persons  present at the
meeting, or, if only one shall be present,


                                    2 of 15
<PAGE>

then that one shall have and may  exercise  all of the powers  conferred by such
written  instrument upon all of the persons so designated  unless the instrument
shall otherwise provide.  No proxy or power of attorney to vote shall be used to
vote at a meeting of the  stockholders  unless it shall have been filed with the
secretary  of the meeting  when  required by the  inspectors  of  election.  All
questions regarding the qualification of voters, the validity of proxies and the
acceptance or rejection of votes shall be decided by the  inspectors of election
who shall be appointed by the Board of Directors,  or if not so appointed,  then
by the presiding officer of the meeting.

      Section 2.10. Written Consent in Lieu of Meeting - Any action which may be
taken by the vote of the  stockholders  at a  meeting  may be  taken  without  a
meeting if authorized by the written consent of stockholders  holding at least a
majority of the voting  power,  unless the  provisions of the statutes or of the
Articles  of  Incorporation  require a  greater  proportion  of voting  power to
authorize such action in which case such greater  proportion of written consents
shall be required.

                                  ARTICLE THREE

                                    DIRECTORS

      Section 3.1. Powers - The business of the corporation  shall be managed by
its Board of Directors which may exercise all such powers of the corporation and
do all such lawful  acts and things as are not by statute or by the  Articles of
Incorporation or by these Bylaws directed or required to be exercised or done by
the stockholders.

      Section 3.2  Nomination  of  Directors.  Only persons who are nominated in
accordance  with the  following  procedures  shall be eligible  for  election as
Directors.  Nomination for election to the Board of Directors of the Corporation
at a meeting of  shareholders  may be made by the Board of  Directors  or by any
shareholder of the Corporation entitled to vote for the election of Directors at
such meeting who complies with the notice  procedures set forth in this Section.
Such  nominations,  other  than  those  made by or on  behalf  of the  Board  of
Directors, shall be made by notice in writing delivered or mailed by first class
United States mail,  postage  prepaid,  to the Secretary,  and received not less
than 60 days nor more than 90 days  prior to such  meeting;  provided,  however,
that if less than 70 days' notice or prior public  disclosure of the date of the
meeting is given to  shareholders,  such  nomination  shall have been  mailed or
delivered to the  Secretary not later than the close of business on the 10th day
following  the date on which the notice of the meeting was mailed or such public
disclosure was made,  whichever occurs first. Such notice shall set forth (a) as
to each  proposed  nominee (i) the name,  age,  business  address and, if known,
residence  address  of each  such  nominee,  (ii) the  principal  occupation  or
employment of each such nominee,  (iii) the number of shares of the  Corporation
which  are  beneficially  owned  by  each  such  nominee,  and  (iv)  any  other
information  concerning  the nominee  that must be  disclosed  as to nominees in
proxy  solicitations  pursuant to Regulation 14A under the  Securities  Exchange
Statutes of 1934,  as amended  (including  such person's  written  consent to be
named as a nominee  and to serve as a Director  if  elected);  and (b) as to the
shareholder  giving the notice (i) the name and  address,  as they appear on the
Corporation's books, of such shareholder and (ii) the class and number of shares
of the  Corporation  which  are  beneficially  owned  by such  shareholder.  The
Corporation may require any proposed  nominee to furnish such other  information
as may reasonably be required by the Corporation to determine the eligibility of
such proposed nominee to serve as a Director of the Corporation. The Chairman of
the meeting may, if the facts warrant, determine and declare to the meeting that
a nomination was not made in accordance with the foregoing procedure,  and if he
or she should so  determine,  he or she shall so declare to the  meeting and the
defective nomination shall be disregarded.


                                    3 of 15
<PAGE>

      Section  3.3.  Number of  Directors - The  authorized  number of Directors
shall be not less than three nor more than thirteen;  provided, however, that if
the  Corporation  has less  than  three  shareholders  entitled  to vote for the
election  of  directors,  the  Board of  Directors  may  consist  of a number of
individuals  equal to or  greater  than the  number of those  shareholders.  The
current  number of  Directors  shall be within the limits  specified  above,  as
determined  (or as  amended  from  time-to-time)  by  resolution  adopted by the
Directors. Subject to any contractual obligations of the Corporation, the number
of Directors may be decreased at any time and from time to time by a majority of
the Directors then in office, but only to eliminate vacancies existing by reason
of the  death,  resignation,  removal or  expiration  of the term of one or more
directors.  The  directors  shall  be  elected  at  the  annual  meeting  of the
shareholders  by such  shareholders  as have the right to vote on such election.
Directors need not to be residents of Nevada or shareholders of the Corporation.

      Section 3.5 Term - Directors shall serve staggered three year terms.

      Section 3.4.  Resignation  - A director may resign at any time by giving a
written  notice  of  resignation  to  the  Corporation.  Such a  resignation  is
effective  when the  notice is  received  by the  Corporation  unless the notice
specifies a later effective date, and the acceptance of such  recognition  shall
not be necessary to make it effective.

      Section 3.5.  Vacancies - Vacancies  in the Board of  Directors  including
those  caused by an  increase  in the  number of  directors,  may be filled by a
majority of the  remaining  directors,  though less than a quorum,  or by a sole
remaining  director,  and each  director so elected  shall hold office until his
successor is elected at an annual or a special meeting of the stockholders.  The
holders of a two-thirds of the outstanding  shares of stock entitled to vote may
at any  time  peremptorily  terminate  the term of  office  of all or any of the
directors by vote at a meeting called for such purpose or by a written statement
filed  with the  secretary  or, in his  absence,  with any other  officer.  Such
removal  shall be  effective  immediately,  even if  successors  are not elected
simultaneously  and  vacancies  on the Board of Directors  resulting  there from
shall be filled only by the stockholders.

A vacancy or  vacancies  in the Board of  Directors  shall be deemed to exist in
case of the death, resignation or removal of any directors, or if the authorized
number of directors be increased,  or if the stockholders  fail at any annual or
special  meeting of  stockholders at which any director or directors are elected
to  elect  the full  authorized  number  of  directors  to be voted  for at that
meeting.

The  stockholders  may elect a  director  or  directors  at any time to fill any
vacancy or  vacancies  not filled by the  directors.  If the Board of  Directors
accepts the resignation of a director  tendered to take effect at a future time,
the Board or the  stockholders  shall  have power to elect a  successor  to take
office when the resignation is to become effective.


                                    4 of 15
<PAGE>

No reduction  of the  authorized  number of  directors  shall have the effect of
removing any director prior to the expiration of his term of office.

                                  ARTICLE FOUR

                       MEETINGS OF THE BOARD OF DIRECTORS

      Section 4.1. Place - Regular  meetings of the Board of Directors  shall be
held at any place  within or without  the State which has been  designated  from
time to time by resolution of the Board or by written  consent of all members of
the Board. In the absence of such designation  regular meetings shall be held at
the registered  office of the corporation.  Special meetings of the Board may be
held either at a place so designated or at the registered office.

      Section 4.2. First Meeting - The first meeting of each newly elected Board
of Directors  shall be immediately  following the  adjournment of the meeting of
stockholders  and at the  place  thereof.  No notice  of such  meeting  shall be
necessary to the directors in order legally to constitute the meeting,  provided
a quorum be present.  In the event such meeting is not so held,  the meeting may
be held at such  time  and  place as shall  be  specified  in a notice  given as
hereinafter provided for special meetings of the Board of Directors.

      Section 4.3. Regular Meetings - Regular meetings of the Board of Directors
may be held  without call or notice at such time and at such place as shall from
time to time be fixed and determined by the Board of Directors.

      Section 4.4. Special Meetings - Special Meetings of the Board of Directors
may be called by the Chairman or the  President or by any  Vice-President  or by
any two directors.

Written  notice of the time and place of  special  meetings  shall be  delivered
personally to each director,  or sent to each director by mail, electronic mail,
facsimile or by other form of written communication,  charges prepaid, addressed
to him at  his  address  as it is  shown  upon  the  records  or if not  readily
ascertainable, at the place in which the meetings of the directors are regularly
held. In case such notice is mailed or telegraphed, it shall be deposited in the
United  States mail or delivered to the telegraph  company at least  forty-eight
(48) hours prior to the time of the holding of the meeting.  In case such notice
is delivered as above  provided,  it shall be so delivered at least  twenty-four
(24)  hours  prior  to the  time  of  holding  of  the  meeting.  Such  mailing,
telegraphing  or delivery as above  provided  shall be due,  legal and  personal
notice to such director.

      Section 4.5. Notice - Notice of the time and place of holding an adjourned
meeting need not be given to the absent directors if the time and place be fixed
at the meeting adjourned.

      Section  4.6.  Waiver - The  transactions  of any  meeting of the Board of
Directors,  however  called and noticed or wherever  held,  shall be as valid as
though had a meeting  duly held after  regular  call and notice,  if a quorum be
present,  and if, either before or after the meeting,  each of the directors not
present signs a written waiver of notice,  or a consent to holding such meeting,
or an approval of the minutes thereof.  All such waivers,  consents or approvals
shall be filed with the  corporate  records or made a part of the minutes of the
meeting.

                                    5 of 15
<PAGE>

      Section  4.7.  Quorum - A majority of the  authorized  number of directors
shall be  necessary  to  constitute  a quorum for the  transaction  of business,
except to adjourn as hereinafter provided. Every act or decision done or made by
a majority of the directors  present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors, unless a greater
number is required by law or by the Articles of  Incorporation.  Any action of a
majority, although not at a regularly called meeting, and the record thereof, if
assented  to in  writing by all of the other  members  of the Board  shall be as
valid and  effective  in all  respects  as if  passed  by the  Board in  regular
meeting.

      Section 4.8. Presumption of Assent. A director who is present at a meeting
of the  Board  of  Directors  or a  committee  of the  Board of  Directors  when
corporate action is taken is deemed to have assented to the action taken unless:
(1) the director  objects at the beginning of the meeting,  or promptly upon his
or her arrival,  to holding or transacting  business at the meeting and does not
thereafter  vote for or  assent  to any  action  taken at the  meeting;  (2) the
director  contemporaneously requests that his or her dissent or abstention as to
any  specific  action be  entered  in the  minutes  of the  meeting;  or (3) the
director  causes  written  notice of his or her dissent or  abstention as to any
specific  action be received by the presiding  officer of the meeting before its
adjournment or to the Corporation  immediately after adjournment of the meeting.
The right of dissent or  abstention  is not available to a director who votes in
favor of the action taken.

      Section 4.9.  Meetings by  Telecommunications.  Any or all  directors  may
participate in a regular or special  meeting by, or conduct the meeting  through
the use of, any means of communication by which all directors  participating may
hear each other during the  meeting.  A director  participating  in a meeting by
this means is deemed to be present in person at the meeting.

      Section 4.10 Action Without a Meeting. Any action required or permitted to
be taken by the Board of Directors  at a meeting may be taken  without a meeting
if all the directors consent to such action in writing.  Action taken by written
consent is effective when the last director signs the consent,  unless, prior to
such time,  any director has revoked a consent by a signed  writing  received by
the Corporation,  or unless the consent specifies a different  effective date. A
signed  consent has the effect of an action taken at a meeting of directors  and
may be described as such in any document.

      Section  4.11.  Adjournment  - A quorum of the  directors  may adjourn any
directors  meeting to meet again at a stated  day and hour;  provided,  however,
that in the  absence of a quorum,  a majority  of the  directors  present at any
directors  meeting,  either  regular or special,  may adjourn  from time to time
until the time fixed for the next regular meeting of the Board.


                                    6 of 15
<PAGE>

                                  ARTICLE FIVE

                             COMMITTEES OF DIRECTORS

      Section  5.1.  Power  to  Designate  - The  Board  of  Directors  may,  by
resolution  adopted  by a  majority  of  whole  Board,  designate  one  or  more
committees of the Board of Directors,  each  committee to consist of one or more
of the  directors  of the  corporation  which,  to the  extent  provided  in the
resolution,  shall have and may  exercise the power of the Board of Directors in
the management of the business and affairs of the corporation and may have power
to authorize the seal of the  corporation  to be affixed to all papers which may
require it. Such  committees  shall have such name or names as may be determined
from time to time by the Board of Directors.  The members of any such  committee
present at any meeting and not disqualified from voting may, whether or not they
constitute  a  quorum,  unanimously  appoint  another  member  of the  Board  of
Directors  to act at the  meeting  in the place of any  absent  or  disqualified
member.  At meetings of such committees,  a majority of the members or alternate
members shall  constitute a quorum for the transaction of business,  and the act
of a majority of the members or alternate  members at any meeting at which there
is a quorum shall be the act of the committee.

      Section 5.2.  Regular Minutes - The committees  shall keep regular minutes
of their proceedings and report the same to the Board of Directors.

      Section  5.3.  Written  Consent - Any action  required or  permitted to be
taken at any meeting of the Board of Directors or of any  committee  thereof may
be taken without a meeting if a written consent thereto is signed by all members
of the Board of  Directors  or of such  committee,  as the case may be, and such
written  consent  is filed  with the  minutes  of  proceedings  of the  Board or
committee.

                                   ARTICLE SIX

                            COMPENSATION OF DIRECTORS

      Section 6.1.  Compensation  - The directors may be paid their  expenses of
attendance at each meeting of the Board of Directors and may be paid a fixed sum
for  attendance  at each meeting of the Board of Directors or a stated salary as
director.   No  such  payment  shall  prelude  any  director  from  serving  the
corporation in any other capacity and receiving compensation therefore.  Members
of  special  or  standing  committees  may be  allowed  like  reimbursement  and
compensation for attending committee meetings.

                                  ARTICLE SEVEN

                                     NOTICES

      Section 7.1.  Notice - Notices to directors and  stockholders  shall be in
writing and delivered  personally or mailed to the directors or  stockholders at
their addresses appearing on the books of the corporation.  Notice by mail shall
be  deemed  to be given at the time  when the same  shall be  mailed.  Notice to
directors may also be given by telegram or via electronic mail.


                                    7 of 15
<PAGE>

      Section  7.2.  Consent -  Whenever  all  parties  entitled  to vote at any
meeting,  whether of directors or stockholders,  consent, either by a writing on
the records of the meeting or filed with the  secretary,  or by presence at such
meeting  and oral  consent  entered  on the  minutes,  or by taking  part in the
deliberations  at such meeting  without  objection,  the doings of such meetings
shall be as valid as if they had  occurred  at a meeting  regularly  called  and
noticed,  and at such  meeting  any  business  may be  transacted  which  is not
excepted from written consent or to the  consideration of which no objection for
want of notice is made at the time,  and if any meeting be irregular for want of
notice or of such consent,  provided a quorum was present at such a meeting, the
proceedings  of said meeting may be ratified and approved and rendered  likewise
valid and the  irregularity  of defect therein waived by a writing signed by all
parties  having the right to vote at such meeting;  and such consent or approval
of stockholders may be by proxy or attorney,  but all such proxies and powers of
attorney must be in writing.

      Section 7.3. Waiver of Notice - Whenever any notice whatsoever is required
to  be  given  under  the  provisions  of  the  statutes,  of  the  Articles  of
Incorporation  or of these Bylaws,  a waiver  thereof in writing,  signed by the
person or persons  entitled  to said  notice,  whether  before or after the time
stated therein, shall be deemed equivalent thereto.

                                  ARTICLE EIGHT

                                    OFFICERS


      Section 8.1.  Appointment  of Officers - The  officers of the  corporation
shall be  chosen  by the Board of  Directors  and  shall be the Chief  Executive
Officer,  President,  Secretary and a Treasurer or Chief Financial Officer.  Any
person may hold two or more offices.

      Section  8.2.  Term of Office.  The officers of the  Corporation  shall be
appointed by the Board of  Directors  for a term as  determined  by the Board of
Directors. The designation of a specified term does not grant to the officer any
contractual  rights,  and the Board can remove the  officer at any time prior to
the  termination  of such term. If no term is specified,  the officer shall hold
office until he or she resigns, dies or until he or she is removed in the manner
provided in section 8.3 of these Bylaws.

      Section 8.3. Removal.  Any officer or agent may be removed by the Board of
Directors at any time,  with or without  cause.  Such  removal  shall be without
prejudice to the contract rights, if any, of the person so removed.  Appointment
of an officer or agent shall not of itself create contract rights.

      Section 8.4.  Resignation.  Any officer may resign at any time, subject to
any rights or obligations  under any existing  contracts between the officer and
the Corporation,  by giving notice to the Chief Executive Officer,  President or
the  Board of  Directors.  An  officer's  resignation  shall be  effective  when
received by the Corporation, unless the notice specifies a later effective date,
and the  acceptance  of  such  resignation  shall  not be  necessary  to make it
effective.


                                    8 of 15
<PAGE>

      Section  8.5.  Time of  Appointment  - The Board of Directors at its first
meeting after each annual meeting of stockholders shall choose a Chairman of the
Board  who shall be a  director,  and shall  choose a Chief  Executive  Officer,
President,  a Secretary and a Treasurer or Chief Financial Officer, none of whom
need be directors.

      Section 8.6.  Additional  Officers - The Board of Directors  may appoint a
Vice-Chairman  of  the  Board,   Vice-Presidents   and  one  or  more  Assistant
Secretaries  and Assistant  Treasurers  and such other officers and agents as it
shall  deem  necessary  who shall hold  their  offices  for such terms and shall
exercise such powers and perform such duties as shall be determined from time to
time by the Board of Directors.

      Section 8.4.  Salaries - The salaries and  compensation of all officers of
the corporation shall be fixed by the Board of Directors.

      Section 8.5. Vacancies - The officers of the corporation shall hold office
at the pleasure of the Board of Directors.  Any officer  elected or appointed by
the Board of Directors.  Any vacancy  occurring in any office of the corporation
by death,  resignation,  removal  or  otherwise  shall be filled by the Board of
Directors.

      Section  8.6.  Chairman  of the Board - The  Chairman  of the Board  shall
preside at meetings of the  stockholders  and the Board of Directors,  and shall
see that all orders and  resolutions  of the Board of Directors are carried into
effect.

      Section 8.7.  Vice-Chairman - The  Vice-Chairman  shall, in the absence or
disability  of the  Chairman of the Board,  perform the duties and  exercise the
powers of the  Chairman of the Board and shall  perform such other duties as the
Board of Directors may from time to time prescribe.

      Section 8.8. Chief Executive  Officer.  The Chief Executive Officer shall,
subject to the  control of the Board of  Directors,  in  general  supervise  and
control all of the  business and affairs of the  Corporation.  Unless there is a
Chairman of the Board, the Chief Executive Officer shall, when present,  preside
at all meetings of the shareholders  and of the Board of Directors.  In general,
the Chief  Executive  Officer shall perform all duties incident to the office of
the Chief  Executive  Officer and such other duties as may be  prescribed by the
Board of Directors from time to time.

      Section 8.9 President.  The President  shall,  subject to the direction of
the  Board of  Directors,  have  general  and  active  control  of the  internal
day-to-day  business and affairs of the Corporation and the general  supervision
of its employees and agents. The President shall see that all resolutions of the
Board of Directors  are carried  into effect as they  pertain to the  day-to-day
business and operations of the Corporation, and, in addition, shall have all the
powers and perform all the duties  generally  appertaining  to the office of the
President of a corporation.  The President  shall make annual reports and submit
the same to the  Chief  Executive  Officer  and  Board of  Directors  and to the
shareholders at their annual  meeting,  showing the condition and affairs of the
Corporation.  He or she shall from time to time make such recommendations to the
Chief Executive Officer, the Board of Directors, and such other persons as he or
she thinks  proper and shall bring  before the Chief  Executive  Officer and the
Board of Directors such information as may be required or appropriate,  relating
to the business and property of the Corporation.

                                    9 of 15
<PAGE>

      Section  8.10.  Vice-President  - The  Vice-President  shall act under the
direction of the  President  and in the absence or  disability  of the President
shall  perform the duties and exercise the powers of the  President.  They shall
perform  such other  duties and have such other  powers as the  President or the
Board of Directors may from time to time  prescribe.  The Board of Directors may
designate one or more  Executive  Vice-Presidents  or may otherwise  specify the
order  of  seniority  of the  Vice-Presidents.  The  duties  and  powers  of the
President  shall  descend  to the  Vice-Presidents  in such  specified  order of
seniority.

      Section 8.11.  Secretary - The Secretary  shall act under the direction of
the  President.  Subject to the  direction of the  President he shall attend all
meetings of the Board of  Directors  and all  meetings of the  stockholders  and
record the proceedings. He shall perform like duties for the standing committees
when  required.  He shall give, or cause to be given,  notice of all meetings of
the  stockholders  and  special  meetings of the Board of  Directors,  and shall
perform such other duties as may be  prescribed by the President or the Board of
Directors.

      Section 8.12. Assistant  Secretaries - The Assistant Secretaries shall act
under  the  direction  of the  President.  In order of their  seniority,  unless
otherwise determined by the President or the Board of Directors,  they shall, in
the  absence or  disability  of the  Secretary,  perform  such other  duties and
exercise the powers of the  Secretary.  They shall perform such other duties and
have such other powers as the  President or the Board of Directors may from time
to time prescribe.

      Section  8.13.  Treasurer or Chief  Financial  Officer - the  Treasurer or
Chief Financial Officer shall act under the direction of the President.  Subject
to the direction of the  President he shall have custody of the corporate  funds
and  securities  and shall  keep full and  accurate  accounts  of  receipts  and
disbursements in books belonging to the corporation and shall deposit all monies
and other valuable  effects in the name and to the credit of the  corporation in
such  depositories  as may be  designated  by the Board of  Directors.  He shall
disburse the funds of the  corporation as may be ordered by the President or the
Board of Directors,  taking proper  vouchers for such  disbursements,  and shall
render to the President and the Board of Directors,  at its regular meetings, or
when the Board of directors so requires,  an account of all his  transactions as
Treasurer and of the financial condition of the corporation.

      Section  8.14.  Surety - If required by the Board of  Directors,  he shall
give  the  corporation  a bond in such  sum  surety  or  sureties  as  shall  be
satisfactory  to the Board of  Directors  for the  faithful  performance  of the
duties of his office and for the restoration to the corporation,  in case of his
death,  resignation,  retirement or removal from office,  of all books,  papers,
vouchers,  money and other  property of whatever kind in his possession or under
his control belonging to the corporation.

      Section 8.15.  Assistant Treasurer or Controller - The Assistant Treasurer
or  Controller,  shall assist the  Treasurer or  Controller,  and shall,  unless
otherwise determined by the President or the Board of Directors,  in the absence
or  disability of the  Treasurer,  perform the duties and exercise the powers of
the  Treasurer.  They shall perform such other duties and have such other powers
as the President or the Board of Directors may from time to time prescribe.

                                    10 of 15
<PAGE>

                                  ARTICLE NINE

                              CERTFICATES OF STOCK

      Section 9.1. Share  Certificates - Every  stockholder shall be entitled to
have a certificate signed by the President or a Vice-President and the Treasurer
or an Assistant Treasurer,  or the Secretary of the corporation,  certifying the
number of shares owned by him in the  corporation.  If the corporation  shall be
authorized  to issue more than one class of stock or more than one series of any
class, the designations,  preferences and relative,  participating,  optional or
other special  rights of the various  classes of stock or series thereof and the
qualifications,  limitations or restrictions of such rights,  shall be set forth
in full or summarized on the face or back of certificate  which the  corporation
shall issue to represent such stock.

      Section  9.2.  Transfer  Agents  - If a  certificate  is  signed  (a) by a
transfer agent other than the corporation or its employees or (b) by a registrar
other than the  corporation or its employees,  the signatures of the officers of
the corporation may be facsimiles.  In case any officers who has signed or whose
facsimile  signature has been placed upon a  certificate  shall cease to be such
officer before such  certificate is issued,  such certificate may be issued with
the same effect as though the person had not ceased to be such officer. The seal
of the  corporation,  or a facsimile  thereof,  may, but need not be, affixed to
certificates of stock.

      Section 9.3.  Lost or Stolen  Certificates  - The Board of  directors  may
direct  a new  certificate  or  certificates  to  be  issued  in  place  of  any
certificate or certificates  theretofore  issued by the  corporation  alleged to
have been lost or destroyed  upon the making of an affidavit to that fact by the
person  claiming  the  certificate  of  stock  to be  lost  or  destroyed.  When
authorizing  such  issue of a new  certificate  or  certificates,  the  Board of
Directors may, in its  discretion  and as a condition  precedent to the issuance
thereof,   require  the  owner  of  such  lost  or  destroyed   certificate   or
certificates, or his legal representative,  to advertise the same in such manner
as it shall  require  and/or give the  corporation  a bond in such sum as it may
direct as indemnity  against any claim that may be made against the  corporation
with respect to the certificate alleged to have been lost or destroyed.

      Section 9.4. Share  Transfers - Upon  surrender to the  corporation or the
transfer agent of the  corporation of a certificate  for shares duly endorsed or
accompanied  by proper  evidence  of  succession,  assignment  or  authority  to
transfer,  it shall be the duly of the corporation,  if it is satisfied that all
provisions of the laws and regulations  applicable to the corporation  regarding
transfer  and  ownership  of shares  have  been  complied  with,  to issue a new
certificate  to the person  entitled  thereto,  cancel the old  certificate  and
record the transaction upon its books.

      Section  9.5.  Voting  Shareholder  - The  Board of  Directors  may fix in
advance  a date not  exceeding  sixty  (60)  days nor  less  than ten (10)  days
preceding the date of any meeting of  stockholders,  or the date for the payment
of any  dividend,  or date for the  allotment  of  rights,  or the date when any
change or  conversion  or exchange of capital  stock shall go into effect,  or a
date in connection with obtaining the consent of  stockholders  for any purpose,
as a record  date for  determination  of the  stockholders  entitled  to receive
payment of any such meeting, and any adjournment thereof, or entitled to receive
payment of any such dividend,  or to give such consent,  and in such case,  such
stockholders,  and only such  stockholders  as shall be stockholder of record on
the date so fixed,  shall be entitled to notice of and to vote at such  meeting,
or any  adjournment  thereof,  or to  receive  payment of such  dividend,  or to
receive such  allotment of rights,  or to exercise such rights,  or to give such
consent,  as the case may be,  notwithstanding  any transfer of any stock on the
books of the corporation after any such record date fixed as aforesaid.

                                    11 of 15
<PAGE>

      Section 9.6.  Shareholders  Record - The corporation  shall be entitled to
recognize  the person  registered  on its books as the owner of shares to be the
exclusive  owner  for all  purposes  including  voting  and  dividends,  and the
corporation  shall not be bound to recognize  any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof,  except as otherwise  provided by
the laws of Nevada.

                                   ARTICLE TEN

                               GENERAL PROVISIONS

      Section  10.1.  Dividends  -  Dividends  upon  the  capital  stock  of the
corporation, subject to the provisions of the Articles of Incorporation, if any,
may be declared  by the Board of  Directors  at any regular or special  meeting,
pursuant to law.  Dividends may be paid in cash, in property or in shares of the
capital stock, subject to the provisions of the Articles of Incorporation.

      Section 10.2. Reserves - Before payment of any dividend,  there may be set
aside out of any funds of the  corporation  available for dividends  such sum or
sums as the directors  from time to time, in their  absolute  discretion,  think
proper  as a  reserve  or  reserves  to meet  contingencies,  or for  equalizing
dividends or for repairing or maintaining any property of the corporation or for
such other  purpose as the  directors  shall think  conducive to the interest of
corporation,  and the  directors  may modify or abolish any such  reserve in the
manner in which it was created.

      Section  10.3.  Checks - All checks or demands  for money and notes of the
corporation  shall be signed by such officer or officers or such other person or
persons as the Board of Directors may from time to time designate.

      Section l0.4.  Fiscal Year - The fiscal year of the  corporation  shall be
fixed by resolution of the Board of Directors.

      Section  10.5.  Corporate  Seal - The  corporation  may or may not  have a
corporate  seal,  as may from time to time be  determined  by  resolution of the
Board of  Directors.  If a corporate  seal is adopted,  it shall have  inscribed
thereon the name of the Corporation and the words "Corporate Seal" and "Nevada".
The seal may be used by causing it or a  facsimile  thereof to be  impressed  or
affixed or in any manner reproduced.

      Section  10.6  Inspection  of Records by  Shareholders  and  Directors.  A
shareholder or director of a Corporation is entitled to inspect and copy, during
regular business hours at the Corporation's principal office, any of the records
of the  Corporation  required  to be  maintained  by the  Corporation  under the
Statutes and which are subject to inspection  and copy under the  Statutes.  The
scope of and  requirements  for such  inspection  right  (including any required
notice or purposes) shall be as provided under the Statutes.


                                    12 of 15
<PAGE>

                                 ARTICLE ELEVEN

                                 INDEMNIFICATION

Every person who was or is a party or is  threatened to be made a party to or is
involved  in  any  action,   suit  or  proceeding,   whether  civil.   criminal,
administrative  or  investigative,  by reason of the fact that he or a person of
whom he is the legal  representative  is or was a  director  or  officer  of the
corporation  or is or was serving at the request of the  corporation  or for its
benefit  as  a  director   or  officer  of  another   corporation,   or  as  its
representative in a partnership, joint venture, trust or other enterprise, shall
be indemnified and held harmless to the fullest extent legally permissible under
the General Corporation Law of the State of Nevada from time to time against all
expenses,  liability and loss (including attorneys' fees,  judgments,  fines and
amounts  paid or to be paid in  settlement)  reasonably  incurred in defending a
civil or criminal action,  suit or proceeding must be paid by the corporation as
they are incurred and in advance of the final disposition of the action, suit or
proceeding  upon  receipt of an  undertaking  by or on behalf of the director or
officer  to  repay  the  amount  if it is  ultimately  determined  by a court of
competent  jurisdiction  that  he is  not  entitled  to be  indemnified  by  the
corporation.  Such right of indemnification  shall be a contract right which may
be enforced in any manner desired by such person.  Such right of indemnification
shall not be  exclusive  of any other  right which such  directors,  officers or
representatives  may  have  or  hereafter  acquire  and,  without  limiting  the
generality of such statement,  they shall be entitled to their respective rights
of indemnification under any bylaw, agreement,  vote of stockholders,  provision
of law or otherwise, as well as their rights under this Article.

The Board of  Directors  may cause the  corporation  to  purchase  and  maintain
insurance  on behalf of any person  who is or was a  director  or officer of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director  or officer  of  another  corporation,  or as its  representative  in a
partnership,  joint  venture,  trust or other  enterprise  against any liability
asserted against such person and incurred in any such capacity or arising out of
such status,  whether or not the  corporation  would have the power to indemnify
such person.

The Board of Directors may from time to time adopt  further  Bylaws with respect
to  indemnification  and may amend these and such Bylaws to provide at all times
the fullest  indemnification  permitted  by the General  Corporation  Law of the
State of Nevada.

                                 ARTICLE TWELVE

                                   AMENDMENTS

      Section  12.1.  By  Shareholder  - The Bylaws may be amended by a majority
vote of an the stock issued and  outstanding  and entitled to vote at any annual
or special  meeting of the  stockholders,  provided notice of intention to amend
shall have been contained in the notice of the meeting.


                                    13 of 15
<PAGE>

      Section 12.2. Bv Board of Directors - The Board of Directors by a majority
vote of the whole Board at any meeting may repeal or amend these Bylaws,
inc1uding Bylaws adopted by the stockholders, but the stockholders may from time
to time specify particular provisions of the Bylaws which shall not be amended
by the Board of Directors.







                                    14 of 15
<PAGE>


                            CERTIFICATE OF SECRETARY

      I hereby  certify that I am the  Secretary of MEMS USA,  Inc. and that the
foregoing  Bylaws,  consisting of 14 pages,  constitute  the Bylaws of MEMS USA,
Inc.,  as duly  adopted  at a  regular  meeting  the Board of  Directors  of the
corporation held March 1, 2004.

      IN WITNESS  WHEREOF,  I have  hereunto  subscribed my name this 1st day of
March, 2004.



/s/ Daniel Moscaritolo
-------------------------------
Daniel Moscaritolo
Secretary



                                    15 of 15