Exhibit 4

                                                                    APPENDIX III


                                 MEMS USA, INC.


                          REGISTRATION RIGHTS AGREEMENT


<PAGE>

                          REGISTRATION RIGHTS AGREEMENT


      THIS REGISTRATION RIGHTS AGREEMENT is made effective as of the date set
forth on the signature page below by and among MEMS USA, INC., a Nevada
corporation (the "Company"), the purchasers of units of the Company ("Units")
pursuant to the Company's Private Placement Memorandum ("Memorandum") dated
August 22, 2005 and who have executed, and are identified in the Subscription
Agreement attached to the Memorandum as Appendix I. The purchasers of the Units
shall be referred to hereinafter as an "Investor" and all of whom are herein
called, collectively, the "Investors"), with reference to the following facts:

      In connection with the Subscription Agreement by and between the Company
and the Investor, and as a condition to the closing of the transactions
contemplated therein, this Agreement is to be executed and delivered by the
Investors and the Company.

      NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth herein and for other consideration, the receipt and sufficiency of which
is hereby acknowledged, the parties hereto further agree as follows:

      1. Registration Rights. The Company covenants and agrees as follows:

            1.1 Definitions. For purposes of this Section 1:

                  (a) "Form S-3" means such form under the 1933 Act as in effect
on the date hereof or any registration form under the 1933 Act subsequently
adopted by the SEC that permits inclusion or incorporation of substantial
information by reference to other documents filed by the Company with the SEC.

                  (b) "Holder" means any person owning or having the right to
acquire Registrable Securities that have not been sold to the public or pursuant
to Rule 144 under the 1933 Act, or any assignee thereof in accordance with
Section 1.11 hereof.

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

                  (d) "1934 Act" means the Securities Exchange Act of 1934, as
amended.

                  (e) "register", "registered", and "registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the 1933 Act, and the declaration or
ordering of effectiveness of such registration statement or document.

                  (f) "Registrable Securities" means (i) the shares of the
Company's $.001 par value Common Stock included in the Units issued and sold in
the offering, (ii) the shares of Common Stock issuable upon exercise of the
common stock purchase warrants made part of the Units, and (iii) any other
shares of stock of the Company issued as (or issuable on the conversion or
exercise of any warrant, right or other security that is issued as) a dividend
or other distribution with respect to, or in exchange for, or in replacement of,
the shares referenced in clauses (i) and (ii) above; provided that there shall
be excluded any Registrable Securities sold by a person in a transaction in
which that person's rights under this Section 1 are not assigned.

                  (g) The number of shares of "Registrable Securities"
outstanding shall be determined by the number of shares of Common Stock
outstanding that are, and the number of shares of Common Stock issuable pursuant
to then exercisable or convertible securities that are, Registrable Securities.

                  (h) "SEC" means the Securities and Exchange Commission.

                  (i) Other Terms: Any other capitalized term not defined herein
shall have the meaning set forth in the Subscription Agreement.


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            1.2 [Intentionally Omitted].

            1.3 Agreed Registration.

                  (a) Within ninety (90) days after the Termination Date of the
Offering (as defined in the Memorandum) or, if sooner, the final closing of the
offering, the Company shall prepare and file with the SEC a registration
statement on Form S-3 (or, if Form S-3 is not then available, on such form of
registration statement that is then available to effect a registration of all
Registrable Securities, subject to consent of the Investors holding at least a
majority of the Registrable Securities) covering the registration of all of the
Registrable Securities. The Company shall use its best efforts to obtain the
effectiveness of such registration statement as soon as possible thereafter. The
Company shall keep such registration statement effective at all times until the
earliest of the date (i) on which all the Registrable Securities are sold by the
Holders in open market transactions, (ii) on which all the Registrable
Securities can be sold by the Holders (and any affiliate of the Holders with
whom the Holders must aggregate their sales under Rule 144) in any three-month
period without volume limitation and without registration in compliance with
Rule 144 under the 1933 Act, or (iii) that is two years from the termination
date of the offering.

                  (b) If the Holders intend to distribute the Registrable
Securities by means of an underwriting, they shall so advise the Company. The
underwriter and shall be reasonably acceptable to the Company.

                  (c) The Company shall execute such other and further
certificates, instruments and other documents as may be reasonably requested by
the Investors or reasonably necessary or proper to implement, complete and
perfect the Investors' rights under this Section 1.3 and, upon effectiveness of
a registration statement with respect to the Registrable Securities, to freely
trade the Registrable Securities without limitation or restriction imposed or
created by the Company or securities law.

                  (d) The terms and covenants set forth in this Section 1.3
shall terminate as to each Holder and be of no further force and effect on the
earliest of the date (i) on which all the Registrable Securities beneficially
owned by that Holder are registered pursuant to this Section 1.3 and sold by
that Holder in an open market transaction, (ii) on which all Registrable
Securities can be sold by that Holder (and any affiliate of the Holder with whom
such Holder must aggregate its sales under Rule 144) in any three-month period
without volume limitation and without registration in compliance with Rule 144
under the 1933 Act, or (iii) that is two (2) years from the termination date of
the offering.

                  (e) In the event that the Company files a registration
statement on a Form other than Form S-3 and Form S-3 shall later become
available to effect a registration of the Registrable Securities, within one
hundred twenty (120) days thereafter the Company shall file a registration
statement on Form S-3 to replace the initial registration statement referred to
above in this Section 1.3. In such event, the above provisions of this Section
1.3 shall apply equally to such replacement registration statement.

            1.4 Obligations of the Company. Whenever required under this Section
1 to effect the registration of any Registrable Securities, the Company shall,
as expeditiously as reasonably possible:

                  (a) promptly give written notice to the Holders of the filing
and effectiveness of the proposed registration statement and any amendments or
supplements thereto, and any related qualification or compliance, and prepare
and file with the SEC such amendments and supplements to such registration
statement and the prospectus used in connection with such registration statement
as may be necessary to comply with the 1933 Act with respect to the disposition
of all securities covered by such registration statement during the period of
time such registration statement remains effective;

                  (b) furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the 1933 Act, and such other documents as they may reasonably
request to facilitate the disposition of Registrable Securities owned by them;


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                  (c) on request by any Holder or Holders, furnish to such
Holder or Holders signed counterparts of (x) an opinion of counsel to the
Company, dated the effective date of such registration statement and (y) if the
registration relates to an underwritten public offering, an opinion of counsel
and accountants' letter each dated the date of the closing under any
underwriting agreement related thereto; which opinions and accountants' letters
shall in each case cover substantially the same matters with respect to such
registration statement (and the prospectus included therein) and, in the case of
such accountants' letter, with respect to events subsequent to the date of such
financial statements, as are customarily covered in opinions of issuer's counsel
and in accountants' letters delivered to underwriters in underwritten public
offerings of securities;

                  (d) on request of any Holder or Holders, furnish to such
Holder or Holders copies of all correspondence between the SEC and the Company,
its counsel or auditors and all memoranda relating to discussions with the SEC
or its staff with respect to the registration statement and permit each Holder
and underwriter to do such investigation, upon reasonable advance notice, with
respect to information contained in or omitted from the registration statement
as it deems reasonably necessary to comply with applicable securities laws or
rules of any applicable stock exchange, the NASD or other regulatory or
self-regulatory authority. Such investigation shall include access to books,
records and properties and opportunities to discuss the business of the Company
with its officers and independent auditors, all to such reasonable extent and at
such reasonable times and as often as any such Holder shall reasonably request;

                  (e) use best efforts to register and qualify the securities
covered by such registration statement under such securities or Blue Sky laws of
such jurisdictions as shall be reasonably requested by the Holders; provided
that the Company shall not be required in connection therewith or as a condition
thereto to qualify to do business or to file a general consent to service of
process in any such states or jurisdictions;

                  (f) during the period of time such registration statement
remains effective, notify each Holder of Registrable Securities covered by such
registration statement at any time when (i) a prospectus relating thereto is
required to be delivered under the 1933 Act or (ii) the happening of any event
as a result of which the prospectus included in such registration statement, as
then in effect, includes an untrue statement of a material fact or omits to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then
existing, and in the case of clause (ii) above, the Company shall use its best
efforts to remedy such untrue statement or omission as promptly as practicable
and in any event within 60 days after delivering the suspension notice referred
to below in this Section 1.4(f), and the Holder shall suspend the use of the
prospectus until its receipt of the written notice referred to in the
next-to-last sentence of this Section 1.4(f). Notwithstanding the provisions of
this Section 1.4(f), the Company may, during the period a registration statement
is required to remain effective hereunder, suspend the use of the prospectus not
more than once during any six-month period and for a period not to exceed one
hundred and twenty days (whether or not consecutive) in any 12-month period if
the Board of Directors of the Company determines in good faith that because of
valid business reasons, including pending mergers or other business combination
transactions, the planned acquisition or divestiture of assets, pending material
corporate developments and similar events, it is in the best interests of the
Company not to disclose material nonpublic information and to suspend such use,
provided that (a) the Company's executive officers, directors and affiliates
shall be similarly prohibited from disposing of Common Stock of the Company and
(b) prior to or contemporaneously with suspending such use the Company shall
have provided the Holders of Registrable Securities with written notice of such
suspension, which notice need not specify the nature of the event giving rise to
such suspension. At the end of any such suspension period, the Company shall
provide the Holders with written notice of the termination of such suspension
together with copies of prospectus supplements or amendments prepared by or on
behalf of the Company (which the Company shall prepare as promptly as
practicable) fully correcting the registration statement. Upon receipt of a
suspension notice from the Company, all time limits applicable to the Holders
and the Company under clauses (a) and (d) of Section 1.3 of this Agreement shall
automatically be extended by an amount of time equal to the amount of time the
suspension period is in effect.

                  (g) cause all such Registrable Securities registered hereunder
to be listed on each securities exchange on which securities of the same class
issued by the Company are then listed or to be quoted on any interdealer
quotation system of other quotation medium on which securities of the same class
issued by the Company are then quoted; and


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<PAGE>

                  (h) provide a transfer agent and registrar for all Registrable
Securities registered hereunder and a CUSIP number for all such Registrable
Securities, in each case not later than the effective date of such registration.

            1.5 Information from Holder. It shall be a condition precedent to
the obligations of the Company to take any action pursuant to this Section 1
with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to the Company such information regarding such Holder, the
Registrable Securities held by such Holder, and the intended method of
disposition of such securities as shall be required to effect the registration
of such Registrable Securities.

            1.6 Expenses of Registration. All expenses incurred in connection
with registrations, filings or qualifications pursuant to this Section 1,
including without limitation all registration, filing and qualification fees,
printing fees and expenses, accounting fees and expenses, fees and disbursements
of counsel for the Company and the reasonable fees and disbursements of one
counsel for the selling Holders selected by the Holders, not to exceed $5,000
for each registration statement or each amendment thereto (provided that there
are not more than two drafts thereof), shall be borne by the Company. Anything
herein to the contrary notwithstanding, all underwriting discounts and
commissions incurred in connection with a sale of Registrable Securities shall
be borne and paid by the Holder thereof, and the Company shall have no
responsibility therefor.

            1.7 Indemnification. If any Registrable Securities are included in a
registration statement under this Section 1:

                  (a) To the extent permitted by law, the Company will indemnify
and hold harmless each Holder, the partners or officers, directors and
stockholders of such Holder, legal counsel and accountants for such Holder, any
underwriter (as defined in the 1933 Act) for such Holder and each person, if
any, who controls such Holder or underwriter within the meaning of the 1933 Act
or the 1934 Act, against any losses, claims, damages, actions or liabilities
(joint or several) to which they may become subject under the 1933 Act, the 1934
Act or any other federal or state law, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based on any
registration statement filed hereunder, including without limitation any of the
following statements, omissions or violations (collectively a "Violation"): (i)
any untrue statement or alleged untrue statement of a material fact contained in
such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading, or
(iii) any violation or alleged violation by the Company of the 1933 Act, the
1934 Act, any state securities law or any rule or regulation promulgated under
the 1933 Act, the 1934 Act or any state securities law; and the Company will
reimburse such Holder, underwriter or controlling person for any legal or other
expenses incurred, as incurred, in connection with investigating or defending
any such loss, claim, damage, liability or action; provided that the indemnity
agreement in this Section 1.7(a) shall not apply to amounts paid in settlement
of any such loss, claim, damage, liability or action if such settlement is
effected without the consent of the Company (which consent shall not be
unreasonably withheld or delayed), nor shall the Company be liable in any such
case for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based on a Violation that occurs in reliance on and in
conformity with written information furnished expressly for use in connection
with such registration by such Holder, underwriter or controlling person.

                  (b) To the extent permitted by law, each selling Holder will,
severally and not jointly, indemnify and hold harmless the Company, each of its
directors, each of its officers who shall have signed the registration
statement, each person, if any, who controls the Company within the meaning of
the 1933 Act, legal counsel and accountants for the Company, any underwriter,
any other Holder selling securities in such registration statement and any
controlling person of any such underwriter or other Holder, against any losses,
claims, damages or liabilities to which any of the foregoing persons may become
subject, under the 1933 Act, the 1934 Act or any other federal or state law,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based on any Violation, in each case to the extent
(and only to the extent) that such Violation occurs in reliance on and in
conformity with written information furnished by such Holder expressly for use
in connection with such registration; and each such Holder will reimburse any
person intended to be indemnified pursuant to this Section 1.7(b), for any legal
or other expenses reasonably incurred, as incurred, by such person in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided that the indemnity agreement in this Section 1.7(b) shall not
apply to amounts paid in settlement of any such loss, claim, damage, liability
or action if such settlement is effected without the consent of the Holder
(which consent shall not be unreasonably withheld or delayed); and provided
further that in no event shall any indemnity by such Holder under this Section
1.7(b), when aggregated with amounts contributed, if any, pursuant to Section
1.7(d), exceed the net proceeds from the sale of Registrable Securities
hereunder received by such Holder.


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                  (c) Promptly after receipt by an indemnified party under this
Section 1.7 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a claim in respect thereof
is to be made against any indemnifying party under this Section 1.7, deliver to
the indemnifying party notice of the commencement thereof and the indemnifying
party shall have the right to participate in, and, to the extent that the
indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided that an indemnified party (together with
all other indemnified parties that may be represented without conflict by one
counsel) shall have the right to retain one separate counsel, with the fees and
expenses to be paid by the indemnifying party, if representation of such
indemnified party by the counsel retained by the indemnifying party would be
inappropriate due to actual or potential differing interests between such
indemnified party and any other party represented by such counsel in such
proceeding. The failure to notify the indemnifying party within a reasonable
time of the commencement of any such action shall not relieve such indemnifying
party of any liability to the indemnified party under this Section 1.7 except to
the extent the indemnifying party is prejudiced as a result thereof, but any
omission so to notify the indemnifying party will not in any event relieve the
indemnifying party of any liability that it may have to any indemnified party
otherwise than under this Section 1.7.

                  (d) If the indemnification provided in this Section 1.7 is
held by a court of competent jurisdiction to be unavailable to an indemnified
party with respect to any loss, liability, claim, damage or expense referred to
herein, then the indemnifying party, in lieu of indemnifying such indemnified
party hereunder, shall contribute to the amount paid or payable by such
indemnified party as a result of such loss, liability, claim, damage or expense
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party on the one hand and of the indemnified party on the other in
connection with the statements, omissions or violations that shall have resulted
in such loss, liability, claim, damage or expense, as well as any other relevant
equitable considerations; provided that in no event shall any contribution by a
Holder under this Section 1.7(d), when aggregate with amounts paid, if any,
pursuant to Section 1.7(b), exceed the net proceeds from the sale of Registrable
Securities hereunder received by such Holder. The relative fault of the
indemnifying party and of the indemnified party shall be determined by reference
to, among other things, whether the untrue or alleged untrue statement of a
material fact or the omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties'
relative intent, knowledge, access to information, and opportunity to correct or
prevent such statement or omission.

            The Company and each selling Holder agree that it would not be just
and equitable if contribution pursuant to this Section 1.7(d) were determined by
pro rata allocation or by any other method of allocation that does not take into
account the equitable considerations referred to in the immediately preceding
paragraph. No person or entity guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the 1933 Act) will be entitled to contribution
from any person who or entity that was not guilty of such fraudulent
misrepresentation.

                  (e) No indemnifying party shall be liable for any incidental,
consequential, indirect, special or punitive damages or for lost profits of any
kind or nature whatsoever, whether or not foreseeable, whether such liability is
based on contract, tort, negligence or any other theory, even if apprised of the
possibility of such liability.

                  (f) The obligations of the Company and Holders under this
Section 1.7 shall survive the completion of any offering of Registrable
Securities in a registration statement under this Section 1, and otherwise.

            1.8 Reports under 1934 Act. With a view to making available to the
Holders the benefits of Rule 144 promulgated under the 1933 Act and any other
rule or regulation of the SEC that may at any time permit a Holder to sell
securities of the Company to the public without registration or pursuant to a
registration statement (including, without limitation, Form S-3), the Company
agrees to:


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                  (a) make and keep public information available, as those terms
are used in SEC Rule 144, at all times;

                  (b) take such commercially reasonable action as is necessary
to enable the Holders to utilize Form S-3 for the sale of their Registrable
Securities;

                  (c) file with the SEC in a timely manner all reports and other
documents required of the Company under the 1933 Act and the 1934 Act; and

                  (d) furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith on request, (i) a written statement by the
Company that it has complied with the reporting requirements of SEC Rule 144,
the 1933 Act and the 1934 Act, or that it qualifies as a registrant whose
securities may be resold pursuant to Form S-3, (ii) a copy of the most recent
annual or quarterly report of the Company and such other reports and documents
so filed by the Company, and (iii) such other information as may be reasonably
requested in availing any Holder of any rule or regulation of the SEC that
permits the selling of any such securities without registration or pursuant to
such form.

            1.9 Assignment of Registration Rights. The rights to cause the
Company to register Registrable Securities pursuant to this Section 1 may be
assigned (but only with all related obligations) by a Holder to a transferee or
assignee of such Registrable Securities that (i) is a subsidiary, parent,
current or former partner, current or former limited partner, current or former
member, current or former manager or stockholder of a Holder, (ii) is an entity
controlling, controlled by or under common control with a Holder, including
without limitation a corporation or limited liability company that is a direct
or indirect parent or subsidiary of the Holder, (iii) is a transferee or
assignee of a Holder and the number of shares representing or underlying the
Registrable Securities (whether in the form of shares, warrants to purchase
shares, or a combination of the foregoing) transferred or assigned constitute at
least 50,000 shares of Registrable Securities held by such Holder (as adjusted
for stock split, combinations, dividends and the like); provided that: (a) the
Company is, within a reasonable time after such transfer, notified of the name
and address of such transferee or assignee and the Registrable Securities with
respect to which such registration rights are being assigned; (b) such
transferee or assignee agrees in writing to be bound by and subject to the terms
and conditions of this Agreement; (c) such assignment shall be effective only if
immediately following such transfer the further disposition of such securities
by the transferee or assignee is restricted under the 1933 Act; and (d) such
assignment is not made pursuant to a registration statement effected pursuant to
this Agreement.

      2. Miscellaneous.

            2.1 Successors and Assigns. Except as otherwise provided herein,
this Agreement shall inure to the benefit of and bind the respective successors
and permitted assigns of the parties (including transferees receiving
Registrable Securities pursuant to Section 1.9). Nothing in this Agreement,
express or implied, is intended to confer on any party other than the parties
hereto or their respective successors and assigns any rights, remedies,
obligations, or liabilities under or by reason of this Agreement, except as
expressly provided in this Agreement.

            2.2 Governing Law. This Agreement shall be governed by and construed
and interpreted in accordance with the laws of the State of California, without
giving effect to its conflicts of law principles. All disputes between the
parties hereto arising out of or in connection with this Agreement or the
Registrable Securities, whether sounding in contract, tort, equity or otherwise,
shall be resolved only by state and federal courts located in Los Angeles,
California, and the courts to which an appeal therefrom may be taken. All
parties hereto waive any objections to the location of the above-referenced
courts, including but not limited to any objection based on lack of
jurisdiction, improper venue or forum non conveniens. Notwithstanding the
foregoing, any party obtaining an order or judgment in any of the
above-referenced courts may bring an action in a court in another jurisdiction
in order to enforce such order or judgment.

            2.3 Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


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            2.4 Headings. The headings of sections and subsections in this
Agreement are used for convenience of reference only and are not to be
considered in construing or interpreting this Agreement.

            2.5 Notices. Any request, consent, notice or other communication
required or permitted under this Agreement shall be in writing and shall be
deemed duly given and received when delivered personally or transmitted by
facsimile, one business day after being deposited for next-day delivery with a
nationally recognized overnight delivery service, or three business days after
being deposited as first class mail with the United States Postal Service, all
charges or postage prepaid, and properly addressed to the party to receive the
same at the address for such party indicated on the signature page hereof or at
such other address as such party may designate by advance written notice to the
other parties.

            2.6 Expenses. If any action at law or in equity is necessary to
enforce or interpret any of the terms of this Agreement, the prevailing party
shall be entitled to reasonable attorneys' fees, costs and disbursements in
addition to any other relief to which such party may be entitled. In addition,
the Company shall pay the reasonable attorneys' fees, costs and disbursements of
the Investors in enforcing any terms of this Agreement, whether or not any
action at law or in equity is brought.

            2.7 Entire Agreement: Amendments and Waivers. This Agreement
constitutes the full and entire understanding and agreement among the parties
with regard to the subject matter hereof. Any term of this Agreement may be
amended and the observance of any term of this Agreement may be waived (either
generally or in a particular instance and either retroactively or prospectively)
only with the consent of the Company and the holders of more than 50% of the
Registrable Securities; provided that no amendment shall be effective unless
approved by the holder or holders of Registrable Securities that shall be
affected adversely, or affected differently from the Holders generally, by such
amendment. Any amendment or waiver effected in accordance with this Section 2.7
shall be binding on the Company, each holder of any Registrable Securities and
each future holder of all such Registrable Securities.

            2.8 Severability. If any provision of this Agreement is held by a
court of competent jurisdiction to be unenforceable under applicable law, such
provision shall be excluded from this Agreement and the balance of the Agreement
shall be interpreted as if such provision were so excluded and shall be
enforceable in accordance with its terms.


                            [SIGNATURE PAGE FOLLOWS]

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      IN WITNESS WHEREOF, this Registration Rights Agreement has been duly
executed by or on behalf of the parties hereto as of the date first above
written.

      Dated as of ____________, 2005.

                                    "Company"

                                    MEMS USA, INC.

                                    By:
                                       -----------------------------------
                                       James A. Latty, PhD, PE
                                       Chief Executive Officer

                                            "Investor"

For Individual Investors:           For Investors other than Individuals:


----------------------              --------------------------------------
Signature                           Name of Entity (Please Print)


                                    By:
----------------------                 -----------------------------------
Name (Please Print)                 Signature


                                    --------------------------------------
                                    Name (Please Print)


                                    --------------------------------------
                                    Title


                [Signature page to Registration Rights Agreement]


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                            WARRANT TO PURCHASE UNITS

            NEITHER THE WARRANT REPRESENTED BY THIS CERTIFICATE NOR
            THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
            (THE "SECURITIES ACT") OR ANY STATE SECURITIES LAWS..
            NEITHER THE WARRANT NOR SUCH SECURITIES MAY BE OFFERED,
            SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
            REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
            STATE SECURITIES LAWS, OR PURSUANT TO AN EXEMPTION FROM
            REGISTRATION UNDER THE SECURITIES ACT.

                                 MEMS USA, INC.

No. ___                                        __________ shares of Common Stock

Date of Issuance: _________________, 2005

      THIS CERTIFIES that, for value received, hereby certifies that [_________]
or its registered assigns (the "Holder"), is entitled to subscribe for and
purchase from MEMS USA, INC., a Nevada corporation (the "Company"), upon the
terms and conditions set forth herein, at any time after the date hereof, and
before 5:00 P.M. on the fifth anniversary of the date hereof, (the "Exercise
Period"), _____________ (__________) fully paid and nonassessable shares of the
$.001 par value common stock (the "Common Stock"), at an exercise price of $2.25
per share of Common Stock (the "Exercise Price"). If the last day of the
Exercise Period is a day on which banking institutions in the State of New York
are required or authorized to close, then the Exercise Period shall end on the
next succeeding day which is not such a day. The number of shares of Common
Stock issuable upon exercise of the Warrant (the "Warrant Securities") and the
Exercise Price may be adjusted from time to time as hereinafter set forth.

      As used herein the term "this Warrant" shall mean and include this Warrant
and any Warrant or Warrants hereafter issued as a consequence of the exercise or
transfer of this Warrant in whole or in part. Upon each adjustment of the
Exercise Price as a result of the calculations made in Section 5, this Warrant
shall thereafter evidence the right to receive, at the adjusted Exercise Price,
that number of shares of Common Stock (calculated to the nearest one-hundredth)
obtained by multiplying the aggregate number of shares of Common Stock covered
by this Warrant immediately prior to such adjustment by a fraction, the
numerator of which is the Exercise Price in effect immediately prior to such
adjustment of the Exercise Price and the denominator of which is the Exercise
Price in effect immediately after such adjustment of the Exercise Price.


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      1. This Warrant may be exercised during the Exercise Period, as to the
total number of shares of Common Stock covered hereby or any lesser number of
whole shares of Common Stock, by surrender of this Warrant to the principal
offices of the Company, together with the Form of Election attached hereto, duly
executed, and accompanied by payment to the Company of an amount equal to the
Exercise Price multiplied by the number of shares of Common Stock as to which
this Warrant is then being exercised (the "Purchase Price"). Such payment may be
made, at the option of the Holder, by cash, money order, certified or bank
cashier's check or wire transfer; provided, however, that the Holder shall have
the right (the "Right of Cashless Exercise"), at its election, in lieu of making
such payment, to instruct the Company in the Form of Election attached hereto to
retain, in payment of such Exercise Price or any portion thereof, that number of
Warrant Securities that have an aggregate Fair Market Value (as defined below)
equal to the Exercise Price (the "Payment Securities") from the number of
Warrant Securities (or portion thereof) as to which this Warrant is then being
exercised. In the event the Holder elects to exercise its Right of Cashless
Exercise, the Holder shall surrender this Warrant pursuant to the terms and
conditions herein, together with the Notice of Cashless Exercise attached
hereto, duly executed, and the Payment Securities shall be deducted from the
Warrant Securities to be delivered to the Holder. "Fair Market Value" means, as
of any date, (i) if Warrant Securities are listed on a national securities
exchange, the average of the closing sale price per share therefor on the
securities exchange on which the greatest average volume of such shares are
traded over the last ten (10) trading days before such date, (ii) if such
Warrant Securities are listed on The Nasdaq National Market, the Nasdaq SmallCap
Market or quoted on an interdealer quotation system but not on any national
securities exchange, the average of the closing sales price per share therefor
on The Nasdaq National Market, the Nasdaq SmallCap Market or interdealer
quotation system (as the case may be), for the last ten (10) trading days before
such date, (iii) if such Warrant Securities are not listed or quoted on either a
national securities exchange, The Nasdaq National Market, the Nasdaq SmallCap
Market or other interdealer quotation system, the average over the last twenty
(20) trading days before such date of the average of the closing bid and asked
prices per share therefor on the pink-sheets or non-interdealer quotation
system, or (iv) if no such sales or bid and asked prices are available, the fair
market value per share of the Warrant Securities as of such date, as determined
in good faith by the Board of Directors of the Company, provided that the value
of any Common Stock included in the Warrant Securities shall not, in any event,
be less than the greater of the price per share of the Common Stock payable in
connection with the then most recent issuance of Common Stock and the average
exercise price placed upon any warrants, options and other securities
convertible into Common Stock issued in the thirty days prior to the date of
determination of such Fair Market Value, or if no such issuances have occurred
within such thirty day period, the average exercise price placed upon the prior
three issuances of warrants, options and/or other securities convertible into
Common Stock.

      2. Upon the exercise of the Holder's rights to purchase shares of Common
Stock pursuant to Section 1 above, the Holder shall be deemed to be the holder
of record of the Warrant Securities issuable upon such exercise, notwithstanding
that the transfer books of the Company shall then be closed or certificates or
other instruments representing such Warrant Securities shall not then have been
actually delivered to the Holder. As soon as practicable after the exercise of
this Warrant pursuant to Section 1 above, the Company shall issue to the Holder
a certificate or certificates for the shares of Common Stock issuable upon such
exercise and a warrant agreement for the warrants issuable upon such exercise,
in each case registered in the name of the Holder or its designee and dated the
date of such exercise. If the Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation, execute and
deliver a new Warrant evidencing the right of the Holder to purchase the balance
of the shares of Common Stock (or portions thereof) subject to purchase
hereunder.

      3. Subject to compliance with applicable law, the Holder may transfer or
assign this Warrant, in whole or in part, from time to time without the consent
of the Company. Upon surrender of this Warrant to the Company at its principal
office or at the office of its stock transfer agent, if any, with the Form of
Assignment annexed hereto duly executed, and upon payment of any necessary
transfer tax or other governmental charge imposed upon such transfer, the
Company shall, without charge, execute and deliver a new Warrant in the name of
the assignee or assignees named in such instrument of assignment and this
Warrant shall promptly be canceled.


                                        2
<PAGE>

      4. The Company shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of providing for
the exercise of the rights to purchase all shares of Common Stock granted
pursuant to this Warrant. The Company covenants that all shares of Common Stock
issuable upon exercise of this Warrant (including all shares of Common Stock
issuable upon exercise of the warrants included in the shares of Common Stock of
which this Warrant originally was a part) shall at the time of issuance be
validly issued, fully paid, nonassessable, free of all taxes, liens and charges
created by the Company, and free of preemptive rights. If the Common Stock is or
becomes listed on any national securities exchange or quoted on The Nasdaq
National Market or the Nasdaq SmallCap Market, the Company shall at its expense
cause all shares of Common Stock issuable upon exercise of the Warrants to be
listed on such exchange subject to notice of issuance or quoted on The Nasdaq
National Market or Nasdaq SmallCap Market, as the case may be.

      5. So long as this Warrant shall be outstanding, the Exercise Price in
effect at any time and the number and kind of securities purchasable upon the
exercise of the Warrants shall be subject to adjustment from time to time upon
the happening of certain events as follows:

            (a) In case the Company shall (i) declare a dividend or make a
distribution on its outstanding shares of Common Stock in shares of Common
Stock, (ii) subdivide or reclassify its outstanding shares of Common Stock into
a greater number of shares (including any such reclassification in connection
with a consolidation or merger, whether or not the Company is the continuing
corporation), or (iii) combine or reclassify its outstanding shares of Common
Stock into a smaller number of shares, the Exercise Price in effect at the time
of the record date for such dividend or distribution, the sale of such
securities or the effective date of such subdivision, combination or
reclassification shall be proportionately adjusted as of the effective date of
such event by multiplying such Exercise Price by a fraction, the denominator of
which shall be the number of shares of Common Stock outstanding immediately
following such event and the numerator of which shall be the number of shares of
Common Stock outstanding immediately prior thereto. Such adjustment shall be
made successively whenever any event listed above shall occur.

            (b) If the Company issues or sells shares of Common Stock at less
than the Exercise Price in effect immediately prior to such issuance or sale, or
if the Company issues or sells securities convertible or exercisable into Common
Stock ("Convertible Securities") at a conversion or exercise price per share
less than the Exercise Price in effect immediately prior to such issuance or
sale, then immediately after such issuance or sale the Exercise Price then in
effect shall be reduced to a price determined by multiplying such Exercise Price
by a fraction, the numerator of which shall be the sum of (x) the number of
shares of Common Stock outstanding immediately prior to such issuance or sale
and (y) the number of shares of Common Stock which the "Aggregate Consideration"
(as defined below) in respect of such issuance or sale would purchase at such
Exercise Price, and the denominator of which shall be the number of shares of
Common Stock outstanding immediately after such issuance or sale, including all
"Additional Shares" (as defined below) deemed to be outstanding immediately
after such issuance or sale. Such adjustment shall be made successively whenever
any event described in this Section 5(b) shall occur. In connection with any
issuance or sale of Common Stock or Convertible Securities for a consideration
less than the then-effective Exercise Price, (A) the term "Additional Shares"
shall mean the maximum number of shares of Common Stock issuable upon the
exercise and/or conversion of all Convertible Securities so issued by the
Company and (B) the term "Aggregate Consideration" shall mean the sum of the
consideration actually received by the Company in respect of such issuance or
sale plus the aggregate amount payable to the Company upon the exercise and/or
conversion of all Convertible Securities included in such issuance or sale.


                                       3
<PAGE>

            (c) No adjustment in the Exercise Price shall be required unless
such adjustment would require an increase or decrease of at least $.01 in such
price; provided, however, that any adjustments which by reason of this
subsection (5)(c) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment required to be made hereunder.

            (d) Each computation required by this Section 5 for purposes of
determining whether the Exercise Price shall be adjusted shall be performed by
the Company's Chief Financial Officer on the basis of the Company's internally
prepared financial statements. Such financial statements shall be prepared and
delivered to each Holder promptly after the event requiring such adjustment, and
shall be accompanied by a certificate signed by the Chief Financial Officer
certifying that such statements have been prepared in accordance with U.S.
generally accepted accounting principles on a basis consistently applied and
included all adjustments (consisting only of normal, recurring accruals)
necessary for a fair presentation of the financial position and results of the
Company as of the end of each such period. Any dispute between the Holder and
the Company in regard to such a computation shall be referred to and decided by
a firm of independent certified public accountants mutually acceptable to the
Company and the Holder, which shall be a firm of recognized national reputation
(the "Accounting Firm"). Absent manifest error, the computations of the
Accounting Firm shall be final and binding on the Company and the Holder.

            (e) Whenever the Exercise Price is adjusted, as herein provided, the
Company shall promptly cause a notice setting forth the adjusted Exercise Price
and adjusted number of shares of Common Stock issuable upon exercise of each
Warrant to be mailed to the Holder, at its address appearing in the Warrant
Register, and shall cause a certified copy thereof to be mailed to its transfer
agent, if any.

            (f) All calculations under this Section (5) shall be made to the
nearest cent or to the nearest share of Common Stock, as the case may be.

            (g) In the event that at any time, as a result of an adjustment made
pursuant to this Warrant, the Holder of this Warrant thereafter shall become
entitled to receive any shares of the Company other than Common Stock,
thereafter the number of such other shares so receivable upon exercise of this
Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Common Stock contained in subsection (a) above.

            (h) Irrespective of any adjustments in the Exercise Price or the
number or kind of Warrant Securities purchasable upon exercise of this Warrant,
Warrants theretofore or thereafter issued may continue to express the same price
and number and kind of shares as are stated in the similar Warrants initially
issuable pursuant to this Agreement.


                                       4
<PAGE>

            6. (a) In case of any consolidation with or merger of the Company
with or into another corporation (other than a merger in which the Company is
the surviving corporation), or in case of any sale, lease, or conveyance to
another corporation of the business, property or assets of any nature of the
Company as an entirety or substantially as an entirety, such successor, leasing,
or purchasing corporation, as the case may be, shall as a condition precedent to
such transaction (i) execute with the Holder an agreement providing that the
Holder shall have the right thereafter to receive upon exercise of this Warrant
at any time prior to the expiration of the Exercise Period, at the Exercise
Price in effect immediately prior to the consummation of such transaction, the
kind and amount of shares of Common Stock and other securities, property, cash,
or any combination thereof receivable upon such consolidation, merger, sale,
lease, or conveyance by a holder of the number of shares of Common Stock
warrants for which this Warrant might have been exercised immediately prior to
such consolidation, merger, sale, lease, or conveyance and (ii) make effective
provision in its certificate of incorporation or otherwise, if necessary, to
effect such agreement. Such agreement shall provide for adjustments which shall
be identical to the adjustments in Section 5. In the event that in connection
with any such consolidation, merger, sale, lease or conveyance, additional
shares of Common Stock shall be issued in exchange, conversion, substitution or
payment, in whole or in part, for a security of the Company other than Common
Stock, any such issue shall be treated as an issuance of additional shares
covered by the provisions of Section 5 hereof.

            (b) In case of any reclassification, reorganization or other change
of the shares of Common Stock issuable upon exercise of this Warrant (other than
a change in par value or from no par value to a specified par value, or as a
result of a subdivision or combination, but including any change in the shares
into two or more classes or series of shares), or in case of any consolidation
or merger of another corporation into the Company in which the Company is the
continuing corporation and in which there is a reclassification, reorganization
or other change (including the right to receive cash, securities or other
property of any other person) of the shares of Common Stock (other than a change
in par value, or from no par value to a specified par value, or as a result of a
subdivision or combination, but including any change in the shares into two or
more classes or series of shares), the Holder shall have the right thereafter to
receive upon exercise of this Warrant at any time prior to the expiration of the
Exercise Period the kind and amount of shares of stock and other securities,
property, cash, or any combination thereof receivable upon such
reclassification, reorganization, change, consolidation, or merger by a holder
of the number of shares of Common Stock and warrants for which this Warrant
could have been exercised immediately prior to such reclassification,
reorganization, change, consolidation, or merger. Thereafter, appropriate
provision shall be made for adjustments which shall be identical to the
adjustments in Section 5. In the event that in connection with any such
reclassification, reorganization, change of shares, consolidation or merger
additional shares of Common Stock shall be issued in exchange, conversion,
substitution or payment, in whole or in part, for a security of the Company
other than Common Stock, any such issue shall be treated as an issue of
additional shares covered by the provisions of Section 5 hereof.

            (c) The above provisions of this Section 6 shall similarly apply to
successive reclassifications and changes of shares of Common Stock and to
successive consolidations, mergers, sales, leases, or conveyances.

      7. In case at any time the Company shall propose:

            (a) to pay any dividend or make any distribution on shares of Common
      Stock in shares of Common Stock or make any other distribution (other than
      regularly scheduled cash dividends which are not in a greater amount per
      share than the most recent such cash dividend) to all holders of Common
      Stock; or


                                       5
<PAGE>

            (b) to issue any rights, warrants, or other securities to all
      holders of Common Stock entitling them to purchase any additional shares
      of Common Stock or any other rights, warrants, or other securities; or

            (c) to effect any reclassification, reorganization or other change
      of outstanding shares of Common Stock, or any consolidation, merger, sale,
      lease, or conveyance of property, described in Section 6; or

            (d) to effect any liquidation, dissolution, or winding-up of the
      Company, or if any involuntary proceeding is commenced for the
      liquidation, dissolution or winding-up of the Company; or

            (e) to take any other action which would cause an adjustment to the
      Exercise Price;

then, and in any one or more of such cases, the Company shall give written
notice thereof, by registered mail, postage prepaid, to the Holder at the
Holder's address as it shall appear on the books of the Company, mailed at least
thirty (30) days prior to (i) the date as of which the holders of record of
shares of Common Stock to be entitled to receive any such dividend,
distribution, rights, warrants, or other securities are to be determined, (ii)
the date on which any such reclassification, change of outstanding shares of
Common Stock, consolidation, merger, sale, lease, conveyance of property,
liquidation, dissolution, winding-up or otherwise is expected to become
effective, and the date as of which it is expected that holders of record of
shares of Common Stock shall be entitled to exchange their shares for securities
or other property, if any, deliverable upon such reclassification, change of
outstanding shares, consolidation, merger, sale, lease, conveyance of property,
liquidation, dissolution, winding-up or otherwise, or (iii) the date of such
action which would require an adjustment to the Exercise Price. Such notice
shall contain a description in reasonable detail of the proposed action and
stating the date or expected date referred to in clauses (i) through (iii)
above, as applicable.

8. The issuance of any Warrant Securities or other securities upon the exercise
of this Warrant, and the delivery of certificates or other instruments
representing such shares or other securities, shall be made without charge to
the Holder for any tax or other charge in respect of such issuance. The Company
shall not, however, be required to pay any tax which may be payable in respect
of any transfer involved in the issue and delivery of any certificate in a name
other than that of the Holder and the Company shall not be required to issue or
deliver any such certificate unless and until the person or persons requesting
the issue thereof shall have paid to the Company the amount of such tax or shall
have established to the reasonable satisfaction of the Company that such tax has
been paid. This Warrant is exchangeable, without expense, at the option of the
Holder, upon presentation and surrender hereof to the Company, for other
Warrants of different denominations entitling the Holder hereof to purchase in
the aggregate the same number of shares of Common Stock purchasable hereunder.

      9. No fractional shares or scrip representing fractional shares, nor any;
fractional warrants, shall be issued upon the exercise of the Warrant. With
respect to any fraction of a share and/or warrant called for upon any exercise
hereof, the Company shall pay to the Holder an amount in cash equal to such
fraction multiplied by the Fair Market Value of a share of Common Stock and/or
warrant, determined in accordance with Section 1 herein.

      10. The Company represents and warrants to Holder that:


                                       6
<PAGE>

            (a) The Company is a corporation duly organization, validly existing
and in good standing under the laws of Nevada; has all requisite corporate power
and authority to own or lease and operate its properties and to carry on its
business as now conducted; and is duly qualified or licensed to do business as a
foreign corporation in all jurisdictions in which it owns or leases property or
in which the conduct of its business requires it to so qualify or be licensed,
except where the failure to be so qualified could not reasonably be expected to
have a material adverse effect on the Company.

            (b) The Company has all requisite power and authority to enter into
and perform all of its obligations under this Warrant and to carry out the
transactions contemplated hereby. The Company has taken all corporate or
stockholder actions necessary to authorize it to enter into and perform all of
its obligations under this Warrant and to consummate the transactions
contemplated hereby. The execution and delivery of this Warrant does not, and
the consummation of the transactions contemplated hereby and compliance with the
provisions hereof will not, conflict with, or result in any violation of, or
default (with or without notice or lapse of time, or both) under, or give rise
to a right of termination, cancellation or acceleration of any obligation or
loss of a benefit under, or result in the creation of any lien upon any of the
properties or assets of the Company under, (i) its certificate of incorporation,
by-laws or other governing documents, (ii) any agreement, contract, lease,
license, mortgage, indenture, guarantee, or other instrument, undertaking or
commitment to which the Company is a party or by which it or its properties or
assets are bound or (iii) any judgment, order, injunction, decree, statute, law,
ordinance, rule or regulation applicable to the Company or its properties or
assets.

            (c) This Warrant is the legal, valid and binding obligation of the
Company, enforceable in accordance with its terms, except as enforceability may
be limited by bankruptcy, insolvency, reorganization, moratorium and other
similar laws affecting the rights of creditors generally.

            (d) The Company agrees to indemnify and hold harmless the holder of
this Warrant and any affiliates, officers, directors, shareholders, members,
partners and agents of the holder of this Warrant against any and all loss,
liability, claim, damage, and expense whatsoever (including, but not limited to,
any and all expenses whatsoever, including the fees and disbursements of
counsel, reasonably incurred in investigating, preparing, or defending against
any litigation commenced or threatened or any claim whatsoever), arising out of
or based upon any breach or failure by the Company to comply with any
representation, warranty, covenant, or agreement made by the Company herein.

            (e) The Company agrees that it shall not by any action including,
without limitation, amending its certificate of incorporation or by-laws, or
through any reorganization, transfer of assets, amalgamation, consolidation,
merger, dissolution, issue or sale of securities or any other action, avoid or
seek to avoid the observance or performance of any of the terms of this Warrant,
but will at all times in good faith assist in the carrying out of all such terms
and in the taking of all such actions as may be necessary or appropriate to
protect the rights of the Holder hereof against dilution (to the extent provided
herein) or impairment.

      11. The Company may redeem all or a portion of this Warrant, at a call
price of $.01 per Warrant upon, 30 days written notice if (i) the Common Stock
is listed for trading on any U.S. national securities exchange or stock market,
(ii) the closing bid price of the Common Stock on such U.S. exchange has equaled
or exceeded $6.00 for 10 consecutive trading days, and (iii) the shares of
Common Stock underlying the Warrants are then eligible for resale pursuant to a
registration statement filed with the Securities and Exchange Commission that
has been effective for at least 30 calendar days.


                                       7
<PAGE>

      12. Certificates evidencing the shares of Common Stock issued upon
exercise of the Warrant shall bear the following legend, unless a registration
statement under the Securities Act of 1933 is then effective with respect to
such shares of Common Stock:

      THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF 1933, AS AMENDED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS.
      THESE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, OR
      HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
      FOR THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL
      SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
      THESE SECURITIES ARE ALSO RESTRICTED BY THE TERMS OF A SUBSCRIPTION
      AGREEMENT, A COPY OF WHICH IS AVAILABLE AT THE OFFICES OF THE
      COMPANY.

      13. Upon receipt of evidence reasonably satisfactory to the Company of the
ownership of and the loss, theft, destruction, or mutilation of any Warrant and,
in the case of any such loss, theft or destruction, upon receipt of indemnity or
security reasonably satisfactory to the Company or, in the case of any such
mutilation, upon surrender and cancellation of such Warrant, the Company will
make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant,
a new Warrant of like tenor and representing the right to purchase the same
number of shares of Common Stock.

      14. The Holder of any Warrant shall not have, solely on account of such
status, any rights of a stockholder of the Company, either at law or in equity,
or to any notice of meetings of stockholders or of any other proceedings of the
Company, except as provided in this Warrant.

      15. Any notice or other communication required or permitted to be given
hereunder shall be in writing and shall be mailed by certified mail, return
receipt requested or sent by Federal Express, Express Mail, or similar overnight
delivery or courier service or delivered (in person or by telecopy, telex, or
similar telecommunications equipment) against receipt to the party to whom it is
to be given, if sent to the Company, at: 5701 Lindero Canyon Rd., Building
2-100, Westlake Village, California 91362, Attention: Chief Executive Officer;
or if sent to the Holder, at the Holder's address as it shall appear on the
Warrant Register; or to such other address as the party shall have furnished in
writing in accordance with the provisions of this Section 15. Any notice or
other communication given by certified mail shall be deemed given at the time of
certification thereof, except for a notice changing a party's address which will
be deemed given at the time of receipt thereof. Any notice given by other means
permitted by this Section 15 shall be deemed given at the time of receipt
thereof.

      16. This Warrant shall be binding upon the Company and its successors and
assigns and shall inure to the benefit of the Holder and its successors and
assigns.

      17. This Warrant shall be construed in accordance with the laws of the
State of California applicable to contracts made and performed within such
State, without regard to principles of conflicts of law.


                                       8
<PAGE>

      18. The Company irrevocably consents to the jurisdiction of the courts of
the State of California and of any federal court located in such State in
connection with any action or proceeding arising out of or relating to this
Warrant, any document or instrument delivered pursuant to, in connection with or
simultaneously with this Warrant, or a breach of this Warrant or any such
document or instrument. In any such action or proceeding, the Company waives
personal service of any summons, complaint or other process.

Dated: ______________, 2005            MEMS USA, INC.


                                       By:______________________________
                                          Name:
                                          Title:


                                       9
<PAGE>

                               FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the
attached Warrant.)

      FOR VALUE RECEIVED, ______________________________ hereby sells, assigns,
and transfers unto _____________________ a Warrant to purchase shares of Common
Stock of MEMS USA, Inc., together with all right, title, and interest therein,
and does hereby irrevocably constitute and appoint ___________________ attorney
to transfer such Warrant on the books of MEMS USA, Inc., with full power of
substitution.

Dated: ________________________


                                          Signature ____________________________


                                     NOTICE

      The signature on the foregoing Assignment must correspond to the name as
written upon the face of this Warrant in every particular, without alteration or
enlargement or any change whatsoever.


<PAGE>

To:   MEMS USA, Inc.
      5701 Lindero Canyon Rd.
      Building 2-100
      Westlake Village, CA 91362

                              ELECTION TO EXERCISE

      The undersigned hereby exercises its rights to purchase ______________
shares of Common Stock covered by the within warrant and tenders payment
herewith in the amount of $_____________ in accordance with the terms thereof,
and requests that certificates for such securities be issued in the name of, and
delivered to:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                    (Print Name, Address and Social Security
                          or Tax Identification Number)

and, if such number of shares of Common Stock shall not be all the shares of
Common Stock covered by the within Warrant, that a new Warrant for the balance
of the shares of Common Stock covered by the within Warrant be registered in the
name of, and delivered to, the undersigned at the address stated below.

Dated:_________________________     Name _______________________________________
                                                       (Print)

Address: _______________________________________________________________________


                                    ___________________________________
                                                (Signature)


                                       2
<PAGE>

To:   MEMS USA, Inc.
      5701 Lindero Canyon Rd.
      Building 2-100
      Westlake Village, CA 91362

                           NOTICE OF CASHLESS EXERCISE

            The undersigned hereby irrevocably elects to exchange its Warrant
for ___________ shares of Common Stock pursuant to the cashless exercise
provisions of the within Warrant, as provided for in Section 1 of such Warrant,
and requests that a certificate or certificates for the shares of Common Stock
included in such shares of Common Stock, together with a warrant agreement or
warrant agreements for the warrants included in such shares of Common Stock, be
issued in the name of and delivered to:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
                    (Print Name, Address and Social Security
                          or Tax Identification Number)

and, if such number of shares of Common Stock shall not be all the shares of
Common Stock which the undersigned is entitled to purchase in accordance with
the within Warrant, that a new Warrant for the balance of the shares of Common
Stock covered by the within Warrant be registered in the name of, and delivered
to, the undersigned at the address stated below.

Dated:_________________________     Name _______________________________________
                                                       (Print)

Address: _______________________________________________________________________


                                    ___________________________________
                                                (Signature)

                                          (Signature must conform in all
                                          respects to the name of the Holder as
                                          specified on the face of the Warrant)


                                       3