UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 MEMS USA, INC.
                       (FORMERLY LUMALITE HOLDINGS, INC.)
               (Exact name of registrant as specified in charter)

           Nevada                        0-4846-3              82-0288840
 ------------------------------------------------------------------------------
 (State or other jurisdiction          (Commission           (IRS employer
      of incorporation)                file number)        identification no.)

                         5701 Lindero Canyon Rd., #2-100
                           Westlake Village, CA 91362
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                    MEMS USA, INC. 2004 STOCK INCENTIVE PLAN
--------------------------------------------------------------------------------
                              (Full Title of Plan)

            Lawrence Weisdorn, 5701 Lindero Canyon Rd., Suite 2-100,
                           Westlake Village, CA 91362
--------------------------------------------------------------------------------
                    (Name and address for agent for service)

                                 (818) 735-4750
--------------------------------------------------------------------------------
                    (Telephone Number of agent for service)


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
Title of securities        Amount to be      Proposed maximum            Proposed maximum             Amount of
to be registered           registered        offering price per share    aggregate offering price     registration fee(1)
------------------         ----------        ------------------------    ------------------------     -------------------
<S>                        <C>               <C>                         <C>                          <C>
Non-Statutory Options      100,000           $2.00                       $200,000
Incentive Stock Option     1,500,000         $2.00                       $3,000,000
Common Stock               250,000           $2.00                       $500,000
-------------------------------------------------------------------------------------------------------------------------
Total                      1,850,000         $2.00                       $3,700,000                   $468.79
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (c) and Rule 457(h) of the Securities Act of 1933, as
amended, on the basis of the high price reported on the over the counter
bulletin board for MEMS USA, Inc., on November 23, 2004.

In addition, pursuant to Rule 416(c) of the Securities Act if 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1:
The name of this plan is the MEMS USA, Inc. 2004 Stock Incentive Plan (the
"PLAN"). The purpose of the Plan is to enable MEMS USA, Inc., a Nevada
corporation (the "COMPANY") and any Parent or any Subsidiary to obtain and
retain the services of the types of employees, consultants, officers and
Directors who will contribute to the Company's long range success and to provide
incentives which are linked directly to increases in share value which will
inure to the benefit of all shareholders of the Company. The material terms of
the plan follow:

                                    ARTICLE 1
                                   DEFINITIONS

      For purposes of the Plan, the following terms shall be defined as set
forth below:

      "ADMINISTRATOR" shall have the meaning as set forth in Article 3.

      "BOARD" means the Board of Directors of the Company.

      "CODE" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor thereto.

      "COMMITTEE" means a committee of the Board designated by the Board to
administer the Plan.

      "COMPANY" means MEMS USA, Inc., a corporation organized under the laws of
the State of Nevada (or any successor corporation).

      "DATE OF GRANT" means the date on which the Administrator adopts a
resolution expressly granting a Right to a Participant, or if a different date
is set forth in such resolution as the Date of Grant, then such date as is set
forth in such resolution.

      "DIRECTOR" means a member of the Board.

      "DISABILITY" means permanent and total disability as defined by the
Administrator.

      "ELECTION" shall have the meaning set forth in Section 11.3(d).

      "ELIGIBLE PERSON" means an employee, officer, consultant or Director of
the Company, any Parent or any Subsidiary.

      "FAIR MARKET VALUE" per share at any date means (i) if the Stock is listed
on an exchange or exchanges, or admitted for trading in a market system which
provides last sale data under Rule 11Aa3-1 of the General Rules and Regulations
of the Securities and Exchange Commission under the Securities and Exchange Act
of 1934, as amended (a "MARKET SYSTEM"), the last reported sales price per share
on the last business day prior to such date on the principal exchange on which
it is traded, or in such a Market System, as applicable, or if no sale was made
on such day on such principal exchange or in such a Market System, as
applicable, the last reported sales price per share on the most recent day prior
to such date on which a sale was reported on such exchange or such Market
System, as applicable; or (ii) if the Common Stock is not then traded on an
exchange or in such a Market System, the average of the closing bid and asked
prices per share for the Common Stock in the over-the-counter market as quoted
on NASDAQ on the day prior to such date; or (iii) if the Common Stock is not
listed on an exchange or quoted on NASDAQ, an amount determined in good faith by
the Administrator, based on a price at which one could reasonably expect such
stock to be sold in an arm's length transaction, for cash, other than on an
installment basis, to a person not employed by, controlled by, in control of or
under common control with the issuer of such stock.

      "FIRST REFUSAL RIGHT" shall have the meaning set forth in Section 8.1(c)
of the Plan.

      "INCENTIVE STOCK OPTION" means a Stock Option intended to qualify as an
"incentive stock option" as that term is defined in Section 422 of the Code.

      "NON-STATUTORY OPTION" means a Stock Option intended to not qualify as an
Incentive Stock Option.

      "OFFEREE" means a Participant who is granted a Purchase Right pursuant to
the Plan.

      "OPTIONEE" means a Participant who is granted a Stock Option pursuant to
the Plan.

      "PARENT" means any present or future corporation which would be a "parent
corporation" as that term is defined in Section 424 of the Code.

      "PARTICIPANT" means any Eligible Person selected by the Administrator,
pursuant to the Administrator's authority in Article 3, to receive grants of
Rights.

      "PLAN" means this MEMS USA, Inc. 2004 Stock Incentive Plan, as the same
may be amended or supplemented from time to time.

      "PURCHASE PRICE" shall have the meaning set forth in Section 7.2(b).

      "PURCHASE RIGHT" means the right to purchase Stock granted pursuant to
Article 7.

      "RIGHTS" means Stock Options and Purchase Rights.

      "REPURCHASE RIGHT" shall have the meaning set forth in Section 8.1(a) of
the Plan.

      "RETIREMENT" means retirement from active employment with the Company or
any Parent or Subsidiary as defined by the Administrator.

      "SECTION 16(b) PERSON" means a person subject to Section 16(b) of the
Exchange Act.

      "SPECIAL TERMINATING EVENT" with respect to a Participant shall mean the
death, Disability or Retirement of that Participant.

      "STOCK" means the Common Stock, no par value, of the Company.

      "STOCK OPTION" means an option to purchase shares of Stock granted
pursuant to Article 6.

      "STOCK OPTION AGREEMENT" shall have the meaning set forth in Section 6.2.

      "STOCK PURCHASE AGREEMENT" shall have the meaning set forth in Section
7.2.

      "SUBSIDIARY" means any present or future corporation which would be a
"subsidiary corporation" as that term is defined in Section 424 of the Code.

      "TAX DATE" shall have the meaning set forth in Section 11.3(d) of the
Plan.

      "TEN PERCENT SHAREHOLDER" means a person who on the Date of Grant owns,
either directly or through attribution as provided in Section 424(d) of the
Code, Stock possessing more than 10% of the total combined voting power of all
classes of stock of his or her employer corporation or of any Parent or
Subsidiary.

      "WITHHOLDING RIGHT" shall have the meaning set forth in Section 10.3(c) of
the Plan.

                                    ARTICLE 2
                                 ADMINISTRATION

      SECTION 2.1 ADMINISTRATOR. The Plan shall be administered by either (i)
the Board; or (ii) the Committee (the group that administers the Plan is
referred to as the "ADMINISTRATOR").

      SECTION 2.2 POWERS IN GENERAL. The Administrator shall have the power and
authority to grant to Eligible Persons, pursuant to the terms of the Plan: (i)
Stock Options; (ii) Purchase Rights; or (iii) any combination of the foregoing.

      SECTION 2.3 SPECIFIC POWERS. In particular, the Administrator shall have
the authority: (i) to construe and interpret the Plan and apply its provisions;
(ii) to promulgate, amend and rescind rules and regulations relating to the
administration of the Plan; (iii) to authorize any person to execute, on behalf
of the Company, any instrument required to carry out the purposes of the Plan;
(iv) to determine when Rights are to be granted under the Plan; (v) from time to
time to select, subject to the limitations set forth in this Plan, those
Eligible Persons to whom Rights shall be granted; (vi) to determine the number
of shares of Stock to be made subject to each Right; (vii) to prescribe the
terms and conditions of each Stock Option, including, without limitation, the
exercise price and medium of payment, to determine whether the Stock Option is
to be an Incentive Stock Option or a Non-Statutory Option and to specify the
provisions of the Stock Option agreement relating to such Stock Option; (viii)
to prescribe the terms and conditions of each Stock Option and Purchase Right,
including, without limitation, the purchase price and medium of payment, vesting
provisions and repurchase provisions, and to specify the provisions of the Stock
Option Agreement or Stock Purchase Agreement relating to such sale; (ix) to
amend any outstanding Rights for the purpose of modifying the time or manner of
vesting, the purchase price or exercise price, as the case may be, thereunder or
otherwise, subject to applicable legal restrictions and to the consent of the
other party to such agreement; (x) to determine when a consultant's relationship
with the Company is sufficient to constitute the equivalent of employment with
the Company for purposes of the Plan; (xi) to determine the duration and purpose
of leaves of absences which may be granted to a Participant without constituting
termination of their employment for purposes of the Plan; (xii) to make
decisions with respect to outstanding options that may become necessary upon a
change in corporate control or an event that triggers anti-dilution adjustments;
and (xiii) to make any and all other determinations which it determines to be
necessary or advisable for administration of the Plan.

      SECTION 2.4 DECISIONS FINAL. All decisions made by the Administrator
pursuant to the provisions of the Plan shall be final and binding on the Company
and the Participants.

      SECTION 2.5 THE COMMITTEE. The Board may, in its sole and absolute
discretion, from time to time delegate any or all of its duties and authority
with respect to the Plan to the Committee whose members are to be appointed by
and to serve at the pleasure of the Board. Once appointed, the Committee shall
continue to serve until otherwise directed by the Board. From time to time, the
Board may increase or decrease the size of the Committee, add additional members
to, remove members (with or without cause) from, appoint new members in
substitution therefore, and fill vacancies, however caused, in the Committee.
The Committee shall act pursuant to a vote of the majority of its members or, in
the case of a committee comprised of only two members, the unanimous consent of
its members, whether present or not, or by the written consent of the majority
of its members or, in the case of a Committee comprised of only two members, the
unanimous written consent of its members, and minutes shall be kept of all of
its meetings and copies thereof shall be provided to the Board. Subject to the
limitations prescribed by the Plan and the Board, the Committee may establish
and follow such rules and regulations for the conduct of its business as it may
determine to be advisable.
<PAGE>

                                    ARTICLE 3
                              STOCK SUBJECT TO PLAN

      SECTION 3.1 STOCK SUBJECT TO THE PLAN. Subject to adjustment as provided
in Article 9, the total number of shares of Stock reserved and available for
issuance under the Plan shall be 1,850,000 shares. Shares reserved hereunder may
consist, in whole or in part, of authorized and unissued shares or treasury
shares.

      SECTION 3.2 UNEXERCISED RIGHTS; REACQUIRED SHARES. To the extent that any
Rights expire or are otherwise terminated without being exercised, the shares
underlying such Rights (and shares related thereto) shall again be available for
issuance in connection with future Rights under the Plan. Shares acquired by the
Company upon exercise of Rights pursuant to Section 6.2(e) or Section 7.2(c) or
Section 11.3 shall not increase the shares available for issuance under the
Plan.

                                    ARTICLE 4
                                   ELIGIBILITY

      Directors, officers, employees and consultants of the Company, any Parent
or any Subsidiary, who are responsible for or contribute to the management,
growth or profitability of the business of the Company, any Parent or any
Subsidiary, shall be eligible to be granted Rights hereunder subject to
limitations set forth in this Plan; provided, however, that only officers and
employees shall be eligible to be granted Incentive Stock Options hereunder.

                                    ARTICLE 5
                                  STOCK OPTIONS

      SECTION 5.1 GENERAL. Stock Options may be granted alone or in addition to
other Rights granted under the Plan. Each Stock Option granted under the Plan
shall be in such form and under such terms and conditions as the Administrator
may from time to time approve; provided that such terms and conditions are not
inconsistent with the Plan. The provisions of Stock Option Agreements entered
into under the Plan need not be identical. Stock Options granted under the Plan
may be either Incentive Stock Options or Non-Statutory Options.

      SECTION 5.2 TERMS AND CONDITIONS OF STOCK OPTIONS. Each Stock Option
granted pursuant to the Plan shall be evidenced by a written option agreement
between the Company and the Optionee (the "STOCK OPTION AGREEMENT"), which shall
comply with and be subject to the following terms and conditions:

            (a) Number of Shares. Each Stock Option Agreement shall state the
number of shares of Stock to which the Stock Option relates.

            (b) Type of Option. Each Stock Option Agreement shall identify the
portion (if any) of the Stock Option which constitutes an Incentive Stock
Option.

            (c) Exercise Price. Each Stock Option Agreement shall state the
price at which shares subject to the Stock Option may be purchased (the
"EXERCISE PRICE"), which shall with respect to Incentive Stock Options be not
less than 100% of the Fair Market Value of the shares of Stock on the Date of
Grant. In the case of Non-Statutory Options, the Exercise Price shall be
determined in the sole discretion of the Administrator; provided, however, that
the Exercise Price shall be no less than 85% of the Fair Market Value of the
shares of Stock on the Date of Grant of the Non-Statutory Option. In the case of
either an Incentive Stock Option or a Non-Statutory Option granted to a Ten
Percent Shareholder, the Exercise Price shall not be less than 110% of such Fair
Market Value.

            (d) Value of Shares. The Fair Market Value of the shares of Stock
(determined as of the Date of Grant) with respect to which Incentive Stock
Options are first exercisable by an Option Holder under this Plan and all other
incentive option plans of the Company and any Parent or Subsidiary in any
calendar year shall not, for such year, in the aggregate, exceed $100,000; but
this Section 6.2(d) shall not affect the right of the Administrator to
accelerate or otherwise alter the time of vesting of any Options granted as
Incentive Stock Options, even, if as a result thereof, some of such Options
cease being Incentive Stock Options.

            (e) Medium and Time of Payment. The Exercise Price shall be paid in
full, at the time of exercise, in cash or cash equivalents or, with the approval
of the Administrator, in shares of Stock which have been held by the Optionee
for a period of at least six calendar months preceding the date of surrender and
which have a Fair Market Value equal to the Exercise Price, or in a combination
of cash and such shares, and may be effected in whole or in part with monies
received from the Company at the time of exercise as a compensatory cash
payment.

            (f) Term and Exercise of Stock Options. Stock Options shall be
exercisable over the exercise period at the times the Administrator may
determine, as reflected in the related Stock Option Agreements. The
Administrator shall have discretion as to the schedule pursuant to which the
Stock Option is initially exercisable. The exercise period of any Stock Option
shall be determined by the Administrator, but shall not exceed ten years from
the Date of Grant of the Stock Option. In the case of an Incentive Stock Option
granted to a Ten Percent Shareholder, the exercise period shall be determined by
the Administrator, but shall not exceed five years from the Date of Grant of the
Stock Option. The exercise period shall be subject to earlier termination upon
the occurrence of either a Special Terminating Event, as provided in Section
11.6, or the Termination of Employment, as provided in Section 11.7. A Stock
Option may be exercised, as to any or all full shares of Stock as to which the
Stock Option has become exercisable, by giving written notice of such exercise
to the Company.

                                    ARTICLE 6
                                 PURCHASE RIGHTS

      SECTION 6.1 GENERAL. Purchase Rights may be granted alone or in addition
to other Rights under the Plan. Each sale of Stock under this Article 7 shall be
in such form and under such terms and conditions as the Administrator shall from
time to time approve; provided that such terms and conditions are not
inconsistent with the Plan. The provisions of Stock Purchase Agreements entered
into under the Plan need not be identical.

      SECTION 6.2 TERMS AND CONDITIONS OF PURCHASE RIGHTS. Each Purchase Right
granted pursuant to the Plan shall be evidenced by a written stock purchase
agreement between the Company and the Offeree (the "STOCK PURCHASE AGREEMENT"),
which shall comply with and be subject to the following terms and conditions:

            (a) Number of Shares. Each Stock Purchase Agreement shall state the
number of shares of Stock which may be purchased pursuant to such agreement.

            (b) Purchase Price. Each Stock Purchase Agreement shall state the
price at which the Stock subject to such Stock Purchase Agreement may be
purchased (the "PURCHASE PRICE"), which, with respect to Stock Purchase Rights,
shall be determined in the sole discretion of the Administrator; provided,
however, that the Purchase Price shall be no less than 85% of the Fair Market
Value of the shares of Stock on either the Date of Grant or the Date of Purchase
of the Purchase Right. In the case of a Purchase Right granted to a Ten Percent
Shareholder, the Purchase Price shall not be less than 110% of the Fair Market
Value of the shares of Stock on either the Date of Grant or the Date of Purchase
of the Purchase Right.

            (c) Medium and Time of Payment. The Purchase Price shall be paid in
full, at the time of exercise, in cash or cash equivalent or, with the approval
of the Administrator, in shares of Stock which have been held by the Offeree for
a period of at least six calendar months preceding the date of surrender and
which have a Fair Market Value equal to the Purchase Price or in a combination
of cash or cash equivalent and such shares, and may be effected in whole or in
part with monies received from the Company at the time of exercise as a
compensatory cash payment.

                                    ARTICLE 7
                         REACQUISITION OF STOCK OPTIONS,
                           PURCHASE RIGHTS AND STOCK;
                                MARKET STAND-OFF

      SECTION 7.1 REPURCHASE RIGHTS; RIGHT OF FIRST REFUSAL.

            (a) Stock Option Repurchase Rights. Each Stock Option Agreement
shall provide that the Company, following a Special Terminating Event or a
Terminating Event, shall have the right to repurchase (the "REPURCHASE RIGHT")
all or any portion of the Stock purchased by the Optionee upon the exercise of
the Optionee's Stock Option, as well as any Stock issuable upon exercise of any
unexercised Stock Options which the Optionee has the right to exercise at the
time of such Special Terminating Event or Terminating Event. Following the
occurrence of a Terminating Event (which does not result from the Company's
termination of Optionee's employment "for cause") or a Special Terminating
Event, the Repurchase Right shall be exercisable at a price equal to the Fair
Market Value of such Shares or, in the case of unexercised options, the Fair
Market Value of the Shares underlying such unexercised options less the exercise
price which would be payable upon the exercise of such unexercised options.
Following the occurrence of a Terminating Event which does result from the
Company's termination of Optionee's employment "for cause," the Repurchase Right
shall be exercisable as to all or any portion of the Shares purchased by
Optionee upon the exercise of the Option, as well as any unexercised Options
which Optionee has the right to exercise at the time of termination, at a price
equal to the initial exercise price of such Shares or, in the case of
unexercised options, the initial exercise price of the Shares underlying such
unexercised options less the exercise price which would be payable upon the
exercise of such unexercised options. Fair Market Value shall be determined by
the Administrator on the basis of the definition of Fair Market Value set forth
in Article 2 of the Plan. To the extent that the Repurchase Right is exercisable
at the initial exercise price of the Shares or the Shares underlying unexercised
options, the exercise price shall become Fair Market Value as to 20% of such
Shares which were originally subject to this Option Agreement on each of the
first five anniversaries of the date of this Option Agreement.

            (b) Stock Purchase Agreement Repurchase Rights. Each Stock Purchase
Agreement shall provide that the Company, following a Special Terminating Event
or a Terminating Event, shall have a Repurchase Right (x) with respect to all of
the Stock purchased under the Stock Purchase Agreement which is unvested at the
time of such Special Terminating Event or Terminating Event, and (y) with
respect to all or any portion of the stock purchased under the Stock Purchase
Agreement which is vested at the time of the Special Terminating Event or
Terminating Event. Following the occurrence of a Terminating Event (which does
not result from the Company's termination of Optionee's employment "for cause")
or a Special Terminating Event, the Repurchase Right shall be exercisable at a
price equal to the Fair Market Value of such Shares or, in the case of
unexercised options, the Fair Market Value of the Shares underlying such
unexercised options less the exercise price which would be payable upon the
exercise of such unexercised options. Following the occurrence of a Terminating
Event which does result from the Company's termination of Optionee's employment
"for cause," the Repurchase Right shall be exercisable as to all or any portion
of the Shares purchased by Optionee upon the exercise of the Option, as well as
any unexercised Options which Optionee has the right to exercise at the time of
termination, at a price equal to the initial exercise price of such Shares or,
in the case of unexercised options, the initial exercise price of the Shares
underlying such unexercised options less the exercise price which would be
payable upon the exercise of such unexercised options. Fair Market Value shall
be determined by the Administrator on the basis of the definition of Fair Market
Value set forth in Article 2 of the Plan. To the extent that the Repurchase
Right is exercisable at the initial exercise price of the Shares or the Shares
underlying unexercised options, the exercise price shall become Fair Market
Value as to 20% of such Shares which were originally subject to this Option
Agreement on each of the first five anniversaries of the date of this Option
Agreement.

            (c) First Refusal Right. Each Stock Option Agreement and Stock
Purchase Agreement shall provide that the Company shall have the right of first
refusal (the "FIRST REFUSAL RIGHT"), exercisable in connection with any proposed
sale, hypothecation or other disposition of the Stock purchased by the Optionee
or Offeree pursuant to a Stock Option Agreement or Stock Purchase Agreement; and
in the event the holder of such shares desires to accept a bona fide third-party
offer for any or all of such shares, the Stock shall first be offered to the
Company upon the same terms and conditions as are set forth in the bona fide
offer.

            SECTION 7.2 MARKET STAND-OFF. Each Stock Option Agreement and Stock
Purchase Agreement shall provide that, in connection with any underwritten
public offering by the Company of its equity securities pursuant to an effective
registration statement filed under the Securities Act of 1933, as amended,
including the Company's initial public offering, the Participant shall agree not
to sell, make any short sale of, loan, hypothecate, pledge, grant any option for
the repurchase of, or otherwise dispose or transfer for value or otherwise agree
to engage in any of the foregoing transactions with respect to any Stock without
the prior written consent of the Company or its underwriters, for such period of
time from and after the effective date of such registration statement as may be
requested by the Company or such underwriters (the "MARKET STAND-OFF");
provided, however, that in no event shall such period exceed one hundred-eighty
(180) days.

                                    ARTICLE 8
                                   ADJUSTMENTS

      SECTION 8.1 Effect of Certain Changes

            (a) Stock Dividends, Splits, Etc.. If there is any change in the
number of outstanding shares of Stock through the declaration of Stock dividends
or through a recapitalization resulting in Stock splits, or combinations or
exchanges of the outstanding shares, (i) the number of shares of Stock available
for Rights, (ii) the number of shares covered by outstanding Rights and (iii)
the Exercise Price or Purchase Price of any Stock Option or Purchase Right, in
effect prior to such change, shall be proportionately adjusted by the
Administrator to reflect any increase or decrease in the number of issued shares
of Stock; provided, however, that any fractional shares resulting from the
adjustment shall be eliminated.

            (b) Liquidation, Dissolution, Merger or Consolidation. In the event
of: (i) a dissolution or liquidation of the Company, or any corporate separation
or division, including, but not limited to, a split-up, a split-off or a
spin-off, or a sale of substantially all of the assets of the Company; (ii) a
merger or consolidation in which the Company is not the surviving corporation;
or (iii) a reverse merger in which the Company is the surviving corporation, but
the shares of Stock outstanding immediately preceding the merger are converted
by virtue of the merger into other property, whether in the form of securities,
cash or otherwise, then, at the sole discretion of the Administrator, and to the
extent permitted by applicable law: (i) any surviving corporation shall assume
any Rights outstanding under the Plan, or shall substitute similar Rights for
those outstanding under the Plan, or (ii) such Rights shall continue in full
force and effect; or (iii) such Rights, to the extent not then exercisable,
shall terminate and expire; provided, however, that not less than thirty days
written notice of any such event shall be given to each Rights holder and if
such notice is given, each Rights holder shall have the right, during the thirty
days preceding such event, to exercise the Right as to all or any part of the
shares of Stock covered thereby as to which such Right is then exercisable, on
the condition, however, that such event actually occurs; and if such event
actually occurs, such exercise shall be deemed effective (and, if applicable,
the Rights holder shall be deemed a shareholder with respect to the Rights
exercised) immediately preceding the occurrence of such event, or the date of
record for shareholders entitled to share in such event, if a record date is
set.

            (c) Where Company Survives. Section 9.1(b) shall not apply to a
merger or consolidation in which the Company is the surviving corporation,
unless shares of Stock are converted into or exchanged for securities other than
publicly-traded common stock, cash (excluding cash in payment for fractional
shares) or any other thing of value. Notwithstanding the preceding sentence, in
case of any consolidation or merger of another corporation into the Company in
which the Company is the surviving corporation and in which there is a
reclassification or change (including a change to the right to receive an amount
of money payable by cash or cash equivalent or other property) of the shares of
Stock (other than a change in par value, or from par value to no par value, or
as a result of a subdivision or combination, but including any change in such
shares into two or more classes or series of shares), the Administrator may
provide that the holder of each Right then exercisable shall have the right to
exercise such Right solely for the kind and amount of shares of Stock and other
securities (including those of any new direct or indirect Parent of the
Company), property, cash or any combination thereof receivable upon such
reclassification change, consolidation or merger by the holder of the number of
shares of Stock for which such Right might have been exercised.

            (d) Surviving Corporation Defined. The determination as to which
party to a merger or consolidation is the "SURVIVING CORPORATION" shall be made
on the basis of the relative equity interests of the shareholders in the
corporation existing after the merger or consolidation, as follows: if
immediately following any merger or consolidation the holders of outstanding
voting securities of the Company immediately prior to the merger or
consolidation own equity securities possessing more than 50% of the voting power
of the corporation existing following the merger or consolidation, then for
purposes of this Plan, the Company shall be the surviving corporation. In all
other cases, the Company shall not be the surviving corporation. In making the
determination of ownership by the shareholders of a corporation immediately
after the merger or consolidation, of equity securities pursuant to this Section
9.1(d), equity securities which the shareholders owned immediately before the
merger or consolidation as shareholders of another party to the transaction
shall be disregarded. Further, for purposes of this Section 9.1(d) only,
outstanding voting securities of a corporation shall be calculated by assuming
the conversion of all equity securities convertible (immediately or at some
future time) into shares entitled to vote.

            (e) Par Value Changes. In the event of a change in the Stock of the
Company as presently constituted which is limited to a change of all of its
authorized shares with par value, into the same number of shares without par
value, or a change in the par value, the shares resulting from any such change
shall be "STOCK" within the meaning of the Plan.

      SECTION 8.2 DECISION OF ADMINISTRATOR FINAL. To the extent that the
foregoing adjustments relate to stock or securities of the Company, such
adjustments shall be made by the Administrator, whose determination in that
respect shall be final, binding and conclusive; provided, however, that each
Incentive Stock Option granted pursuant to the Plan shall not be adjusted
without the prior consent of the Holder thereof in a manner that causes such
Stock Option to fail to continue to qualify as an Incentive Stock Option.

      SECTION 8.3 NO OTHER RIGHTS. Except as hereinbefore expressly provided in
this Article 9, no Rights holder shall have any rights by reason of any
subdivision or consolidation of shares of Stock or the payment of any dividend
or any other increase or decrease in the number of shares of Stock of any class
or by reason of any of the events described in Section 9.1, above, or any other
issue by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class; and except as provided in this Article 8,
none of the foregoing events shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Stock subject to
Rights. The grant of a Right pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structures or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or part of its
business or assets.

      SECTION 8.4 NO RIGHTS AS SHAREHOLDER. Except as specifically provided in
this Article 9, a Rights holder or a transferee of a Right shall have no rights
as a shareholder with respect to any shares covered by the Rights until the date
of the issuance of a Stock certificate to him or her for such shares, and no
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions of other rights for which
the record date is prior to the date such Stock certificate is issued, except as
provided in Section 9.1(b).

      SECTION 8.5 TERM OF EMPLOYMENT UNAFFECTED. The receipt of an option does
not give the optionee any right to continued employment by the Company or a
subsidiary for any period, nor shall the granting of the option or the issuance
of the shares on exercise thereof give the Company or any subsidiary any right
to the continued services of the optionee for any period.

                                    ARTICLE 9
                            AMENDMENT AND TERMINATION

      The Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would impair the rights of a
Participant under any Right theretofore granted without such Participant's
consent, or which without the approval of the shareholders would:

            (a) except as provided in Article 9, materially increase the total
number of shares of Stock reserved for the purposes of the Plan;

            (b) materially increase the benefits accruing to Participants or
Eligible Persons under the Plan; or

            (c) materially modify the requirements for eligibility under the
Plan.

      The Administrator may amend the terms of any award theretofore granted,
prospectively or retroactively, but, subject to Article 3, no such amendment
shall impair the rights of any holder without his or her consent.

                                   ARTICLE 10
                               GENERAL PROVISIONS

      SECTION 10.1 GENERAL RESTRICTIONS:

            (a) No View to Distribute. The Administrator may require each person
acquiring shares of Stock pursuant to the Plan to represent to and agree with
the Company in writing that such person is acquiring the shares without a view
towards distribution thereof. The certificates for such shares may include any
legend which the Administrator deems appropriate to reflect any restrictions on
transfer.
<PAGE>

            (b) Legends. All certificates for shares of Stock delivered under
the Plan shall be subject to such stop transfer orders and other restrictions as
the Administrator may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed and any applicable federal or state securities
laws, and the Administrator may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

      SECTION 10.2 OTHER COMPENSATION ARRANGEMENTS. Nothing contained in this
Plan shall prevent the Board from adopting other or additional compensation
arrangements, subject to shareholder approval if such approval is required; and
such arrangements may be either generally applicable or applicable only in
specific cases.

      SECTION 10.3 DISQUALIFYING DISPOSITIONS; WITHHOLDING TAXES.

            (a) Disqualifying Disposition. Any Participant who shall make a
"DISPOSITION" (as defined in the Code) of all or any portion of an Incentive
Stock Option within two years from the date of grant of such Incentive Stock
Option or within one year after the issuance of the shares of Stock acquired
upon exercise of such Incentive Stock Option, shall be required to immediately
advise the Company in writing as to the occurrence of the sale and the price
realized upon the sale of such shares of Stock, and to maintain all such shares
of Stock in his or her name so long as he or she maintains beneficial ownership
of such shares of Stock.

            (b) Withholding Required. Each Participant shall, no later than the
date as of which the value derived from a Right first becomes includable in the
gross income of the Participant for income tax purposes, pay to the Company, or
make arrangements satisfactory to the Administrator regarding payment of, any
federal, state or local taxes of any kind required by law to be withheld with
respect to the Right or its exercise. The obligations of the Company under the
Plan shall be conditioned upon such payment or arrangements and the Participant
shall, to the extent permitted by law, have the right to request that the
Company deduct any such taxes from any payment of any kind otherwise due to the
Participant.

            (c) Withholding Right. The Administrator may, in its discretion,
grant a Rights holder the right (a "WITHHOLDING RIGHT") to elect to make such
payment by irrevocably requiring the Company to withhold from shares issuable
upon exercise of the Right that number of full shares of Common Stock having a
Fair Market Value on the Tax Date (as defined below) equal to the amount (or
portion of the amount) required to be withheld. The Withholding Right may be
granted with respect to all or any portion of the Right.

            (d) Exercise of Withholding Right. To exercise a Withholding Right,
the Rights holder must follow the election procedures set forth below, together
with such additional procedures and conditions as may be set forth in the
related Rights agreement or otherwise adopted by the Administrator:

                  (i) The Rights holder must deliver to the Company his or her
      written notice of election (the "ELECTION") to have the Withholding Right
      apply to all (or a designated portion) of his or her Right.

                  (ii) Unless disapproved by the Administrator as provided in
      Subsection (iii) below, the Election once made will be irrevocable.

                  (iii) no Election is valid unless the Administrator consents
      to the Election; the Administrator has the right and power, in its sole
      discretion, with or without cause or reason therefore, to consent to the
      Election, to refuse to consent to the Election, or to disapprove the
      Election; and if the Administrator has not consented to the Election on or
      prior to the date that the amount of tax to be withheld is, under
      applicable federal income tax laws, fixed and determined by the Company
      (the "TAX DATE"), the Election will be deemed approved.

                  (iv) If the Rights holder on the date of delivery of the
      Election to the Company is a Section 16(b) Person, the following
      additional provisions will apply:

                        (A) the Election cannot be made during the six calendar
            month period commencing with the date of the grant of the
            Withholding Right (even if the Right to which such Withholding Right
            relates has been granted prior to such date); provided, that this
            Subsection (A) is not applicable to any Rights holder at any time
            subsequent to the death, Disability or Retirement of the Rights
            holder;

                        (B) the Election can only be made on a date which is six
            calendar months or more prior to the Tax Date; and

                        (C) notwithstanding any other provision of this Section
            11.3(d)(iv), no Section 16(b) Person shall have the right to make
            any Election prior to the time that the Company has been subject to
            the reporting requirements of Section 13(a) of the Exchange Act for
            at least a year and has filed all reports and statements required to
            be filed pursuant to that Section for that year.
<PAGE>

            (e) Effect. If the Administrator consents to an Election of a
Withholding Right:

                  (i) Upon the exercise of the Right (or any portion thereof) to
      which the Withholding Right relates, the Company will withhold from the
      shares otherwise issuable that number of full shares of Stock having an
      actual Fair Market Value equal to the amount (or portion of the amount, as
      applicable) required to be withheld under applicable federal and/or state
      income tax laws as a result of the exercise; and

                  (ii) if the Rights holder is then a Section 16(b) Person who
      has made an Election, the related Right may not be exercised, nor may any
      shares of Stock issued pursuant thereto be sold, exchanged or otherwise
      transferred, if the result of such exercise, or such transaction, would
      cause the Tax Date to be less than six full calendar months following the
      date of the Election.

      SECTION 10.4 INDEMNIFICATION. In addition to such other rights of
indemnification as they may have as Directors or members of the Committee, and
to the extent allowed by applicable law, the Administrators shall be indemnified
by the Company against the reasonable expenses, including attorney's fees,
actually incurred in connection with any action, suit or proceeding or in
connection with any appeal therein, to which they or any one of them may be
party by reason of any action taken or failure to act under or in connection
with the Plan or any option granted under the Plan, and against all amounts paid
by them in settlement thereof (provided that the settlement has been approved by
the Company, which approval shall not be unreasonably withheld) or paid by them
in satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Administrator did not act in good faith and in a manner
which such person reasonably believed to be in the best interests of the
Company, and in the case of a criminal proceeding, had no reason to believe that
the conduct complained of was unlawful; provided, however, that within 60 days
after institution of any such action, suit or proceeding, such Administrator
shall, in writing, offer the Company the opportunity at its own expense to
handle and defend such action, suit or proceeding.

      SECTION 10.5 SPECIAL TERMINATING EVENTS. If a Special Terminating Event
occurs, all Rights theretofore granted to such Rights holder may, unless earlier
terminated in accordance with their terms, be exercised by the Rights holder or
by his or her estate or by a person who acquired the right to exercise such
Right by bequest or inheritance or otherwise by reason of the death or
Disability of the Rights holder, at any time within one year after the date of
the Special Terminating Event. Notwithstanding the foregoing, an Incentive Stock
Option shall only be exercisable at any time within three months after the date
of Retirement or termination of employment of an Optionee.

      SECTION 10.6 TERMINATION OF EMPLOYMENT. Except as provided in this Section
11.7, no Right may be exercised unless the Right holder is then a Director of
the Company, or in the employ of the Company or any Parent or Subsidiary, or
rendering services as a consultant to the Company or any Parent or Subsidiary,
and unless he or she has remained continuously so employed or engaged since the
Date of Grant. If the employment or services of a Right holder shall terminate
(other than by reason of a Special Terminating Event), all Rights previously
granted to the Right holder which are exercisable at the time of such
termination may be exercised for the period ending 90 days after such
termination, unless otherwise provided in the Stock Option Agreement or Stock
Purchase Agreement; provided, however, that no Right may be exercised following
the date of its expiration. Nothing in the Plan or in any Right granted pursuant
to the Plan shall confer upon an employee any right to continue in the employ of
the Company or any Parent or Subsidiary or interfere in any way with the right
of the Company or any Parent or Subsidiary to terminate such employment at any
time.

      SECTION 10.7 NON-TRANSFERABILITY OF RIGHTS. Each Stock Option Agreement
and Stock Purchase Agreement shall provide that the Rights granted under the
Plan shall not be transferable otherwise than by will or by the laws of descent
and distribution, and the Rights may be exercised, during the lifetime of the
Rights holder, only by the Rights holder or by his or her guardian or legal
representative.

      SECTION 10.8 REGULATORY MATTERS. Each Stock Option Agreement and Stock
Purchase Agreement shall provide that no shares shall be purchased or sold
thereunder unless and until (i) any then applicable requirements of state or
federal laws and regulatory agencies shall have been fully complied with to the
satisfaction of the Company and its counsel; and (ii) if required to do so by
the Company, the Optionee or Offeree shall have executed and delivered to the
Company a letter of investment intent in such form and containing such
provisions as the Board or Committee may require.

      SECTION 10.9 RECAPITALIZATIONS. Each Stock Option Agreement and Stock
Purchase Agreement shall contain provisions required to reflect the provisions
of Article 8.

      SECTION 10.10 DELIVERY. Upon exercise of a Right granted under this Plan,
the Company shall issue Stock or pay any amounts due within a reasonable period
of time thereafter. Subject to any statutory obligations the Company may
otherwise have, for purposes of this Plan, thirty days shall be considered a
reasonable period of time.

      SECTION 10.11 OTHER PROVISIONS. The Stock Option Agreements and Stock
Purchase Agreements authorized under the Plan may contain such other provisions
not inconsistent with this Plan, including, without limitation, restrictions
upon the exercise of the Rights, as the Administrator may deem advisable.

                                   ARTICLE 11
                             EFFECTIVE DATE OF PLAN

      The Plan shall become effective on the date on which the Plan is adopted
by the Board, subject to approval by the Company's shareholders, which approval
must be obtained within one year from the date the Plan is adopted by the Board.

                                   ARTICLE 12
                                  TERM OF PLAN

      No Right shall be granted pursuant to the Plan on or after December 31,
2007, but Rights theretofore granted may extend beyond that date.

                                   ARTICLE 13
                          INFORMATION TO RIGHTS HOLDERS

      The Company will cause a report to be sent to each Rights holder not later
than 120 days after the end of each fiscal year. Such report shall consist of
the financial statements of the Company for such fiscal year and shall include
such other information as is provided by the Company to its shareholders.

      Additional information regarding the Plan may be obtained by contacting
MEMS USA, Inc. at the address and phone number listed in this Registration
Statement.

            FEDERAL INCOME TAX CONSEQUENCES TO PARTICIPANT.

                  1. INCENTIVE STOCK OPTIONS. The following are the principal
Federal income tax consequences to participants in connection with options which
are intended to be incentive stock options within the meaning of Section 422 of
the Internal Revenue Code of 1986 (the "Code").

                        (A) GRANT OF AN OPTION. A participant will not be
required to recognize income for federal income tax purposes as a result of the
grant to him or her of an incentive stock option under the Plan. Only officers
and employees are eligible to receive incentive stock options.

                        (B) EXERCISE OF AN OPTION. Except in certain
circumstances in which the exercise price is paid with previously acquired
shares of the Company's Common Stock, a participant will not be required to
recognize income for federal income tax purposes as a result of the purchase of
shares upon exercise of an incentive stock option. However, the amount by which
the fair market value of the shares at the time of exercise exceeds the exercise
price for the shares will constitute an item of adjustment for purposes of
calculating the alternative minimum tax (unless the shares are disposed of in a
"Disqualifying Disposition," as defined below under the caption "Disposition of
Shares Acquired")

                        If the participant pays the exercise price, in full or
in part, by transferring to the Company previously acquired shares of the
Company's Common Stock, the transfer will not affect the tax treatment of the
exercise. However, if the participant pays the exercise price using shares of
the Company's Common Stock acquired by the participant upon exercise of an
incentive stock option, the exchange will be considered a disposition of the
previously acquired shares for the purpose of determining whether a
Disqualifying Disposition has occurred (see below).

                        (C) DISPOSITION OF SHARES ACQUIRED. Upon disposition of
shares acquired by the participant through exercise of an incentive stock
option, long-term capital gain or loss is recognized in an amount equal to the
difference between the sale price and the exercise price, provided the
disposition (whether through the sale of shares on the open market, by transfer
to the Company as payment for shares issued upon exercise of the option, or
otherwise) has not occurred within two years from the date of grant or within
one year from the date of exercise. If the participant disposes of the acquired
shares without complying with both holding period requirements (a "Disqualifying
Disposition"), the participant recognizes ordinary income at the time of the
disposition in an amount equal to the lesser of the amount of gain realized or
the amount by which the fair market value of the shares on the date of exercise
exceeds the option exercise price. Any remaining gain or loss is treated as a
short-term or long-term capital gain or loss depending upon whether the shares
were held for more than one year. A Disqualifying Disposition will also result
if, within one year after acquiring shares through exercise of an incentive
stock option, a participant transfers those shares to the Company to exercise an
incentive stock option or a non-statutory stock option under the Plan.

                  2. NON-STATUTORY STOCK OPTIONS. The following are the Federal
income tax consequences to participants in connection with options which are
intended not to be incentive stock options within the meaning of Section 422 of
the Code.

                        (A) GRANT OF A NON-STATUTORY STOCK OPTION. A participant
will not be required to recognize income for federal income tax purposes as a
result of the grant to the participant of a nonstatutory stock option, assuming
(as is usually the case in a plan of this type) that the option does not have a
readily ascertainable fair market value at the time it is granted.

                        (B) EXERCISE OF A NON-STATUTORY STOCK OPTION. A
participant will be required to include in gross income in the year of exercise
an amount equal to the excess of the fair market value of the shares on the date
of exercise over the exercise price, unless the stock received is not
transferable and is subject to a substantial risk of forfeiture (stock received
by a participant while it is subject to the provisions of Section 16(b) of the
Securities Exchange Act of 1934 is deemed to be not transferable and subject to
a substantial risk of forfeiture). In such a case the participant will recognize
taxable income when the shares are transferable or the risk of forfeiture
lapses, in an amount equal to the difference between the fair market value of
the stock as of such date and the exercise price.

                        (C) DISPOSITION OF SHARES ACQUIRED. A participant will
recognize taxable gain or loss on the sale of shares acquired upon exercise of a
non-statutory stock option in an amount equal to the difference between the
selling price and the tax basis of the shares in the hands of the participant.
The tax basis of the shares of the participant equals the exercise price plus
any amount included in the participant's taxable income as a result of the
exercise of the option. The gain or loss will generally be capital gain or loss,
long term if the shares were held by the participant for more than one year.

                  3. PURCHASE OF RESTRICTED STOCK. Stock purchased under the
Plan (other than by exercising an option) may, in the determination of the
Company, be subject to rights of repurchase and other transfer restrictions.
Depending on the nature of such restrictions, the restrictions may be deemed to
create a "substantial risk of forfeiture" under Section 83 of the Code. In that
event, special tax consequences arise from the purchase and disposition of the
shares of stock, all of which are described on the sample letter attached
hereto.

            A. TAX CONSEQUENCES TO THE COMPANY. With respect to sales of shares
received by a participant as a result of exercising incentive stock options, if
the participant makes a Disqualifying Disposition, the Company will generally be
entitled to a deduction equal to the amount includable in the participant's
ordinary income. Although the company is entitled to a deduction for payment of
compensation upon Optionee's "disqualifying disposition", there is authority
indicating the amount in question is not "wages" that will require any
withholding for federal income taxes.

With respect to non-qualified stock options, the Company will be entitled to a
deduction at the time of exercise equal to the difference between the fair
market value of the stock on the date of exercise and the exercise price (if the
stock received upon exercise is not transferable and is subject to a substantial
risk of forfeiture, and if the participant does not make a timely election under
Section 83(b) of the Code, then the Company will be entitled to a deduction at
the time the shares are transferable or the risk of forfeiture lapses, in an
amount equal to the difference between the fair market value of the stock as of
such date and the exercise price). Otherwise, the Company will, in general,
realize no tax benefits with respect to sales of its shares under the Plan.

            B. FINANCIAL RISKS TO THE PARTICIPANT. One of the advantages of
stock options is that, because the participant is not required to make any
capital outlay until exercise of the options, and because in almost all cases a
participant would not exercise an option unless the value of the stock exceeded
the option price at the date of exercise, option grants represent little, if
any, financial risk to participants. On the other hand, because, under the stock
purchase provisions of the Plan the participant must deliver a "full recourse"
promissory note, the participant is at substantial financial risk with respect
to shares issued thereby and may, if the Company's fortunes deteriorate, be
required to make payments on the promissory note at a time when the purchased
Common Stock is worth significantly less than the price which the participant
paid for it.

ITEM 2:
Copies of the documents set forth in Item 3 below are available to Participants
from the Company without charge, upon oral or written request to Mr. Michael
Marcelli, 5701 Lindero Canyon Rd., Building 2-100, Westlake Village, CA 91362;
(818) 765-4875.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3:
The following documents previously filed by Registrant with the Commission are
incorporated by reference to this Registration Statement:

(a) The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2001;

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the registrant document referred
to in (a) above; and

(c) the description of the Company's Common Stock is contained on the Company's
registration statement filed [].

All documents subsequently filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered thereby
have been sold or which de-registers all securities then remaining unsold, shall
be deemed incorporated by reference into this Registration Statement and to be
part hereof from the date of filing of such documents. Any statement contained
herein, or in a document or in a document all or part of which is incorporated
herein by reference, shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein,
or in any other subsequently filed document which is or is deemed to be
incorporated herein by reference herein, modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this registration statement.

ITEM 4:
Not Applicable.
<PAGE>

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      Certain legal matters with respect to the Common Stock offered hereby will
be passed upon for the Company by Lee D. Williams, Esq., counsel to the Company.
Mr. Williams has no beneficial interest in the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The Certificate of Incorporation of the Company provides that all
directors, officers, employees and agents of the Company shall be entitled to be
indemnified by the Company to the fullest extent permitted by law. The
Certificate of Incorporation also provides as follows:

      The corporation shall, to the fullest extent permitted by the Act, as the
same may be amended and supplemented, indemnify all directors, officers,
employees, and agents of the corporation whom it shall have power to indemnify
thereunder from and against any and all of the expenses, liabilities, or other
matters referred to therein or covered thereby.

      Such right to indemnification or advancement of expenses shall continue as
to a person who has ceased to be a director, officer, employee, or agent of the
corporation, and shall inure to the benefit of the heirs, executives, and
administrators of such persons. The indemnification and advancement of expenses
provided for herein shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement may be entitled under any bylaw,
agreement, vote of stockholders or of disinterested directors or otherwise. The
corporation shall have the right to purchase and maintain insurance on behalf of
its directors, officers, and employees or agents to the full extent permitted by
the Act, as the same may be amended or supplemented.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED:
Not applicable.

ITEM 8. EXHIBITS:
Not applicable.

ITEM 9. UNDERTAKINGS:
Not applicable.

                                   SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Westlake Village, State of California, on November
22, 2004,

(Registrant) MEMS USA, INC.

<TABLE>
<CAPTION>
<S>                      <C>                                  <C>
By (Signature and Title) /s/ Lawrence Weisdorn                Chief Executive Officer/Chairman
                         ---------------------------------------------------------------------
                         Lawrence Weisdorn

By (Signature and Title) /s/ James A. Latty                   President/Director
                         ---------------------------------------------------------------------
                         James A. Latty

By (Signature and Title) /s/ Daniel K. Moscaritolo            Chief Operating Officer/Director
                         ---------------------------------------------------------------------
                         Daniel K. Moscaritolo

By (Signature and Title) /s/ Richard York                     Chief Financial Officer
                         ---------------------------------------------------------------------
                         Richard York
</TABLE>

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.

<TABLE>
<CAPTION>
<S>                      <C>                                  <C>
By (Signature and Title) /s/ Lawrence Weisdorn                Chief Executive Officer/Chairman
                         ---------------------------------------------------------------------
                         Lawrence Weisdorn

By (Signature and Title) /s/ James A. Latty                   President/Director
                         ---------------------------------------------------------------------
                         James A. Latty

By (Signature and Title) /s/ Daniel K. Moscaritolo            Chief Operating Officer/Director
                         ---------------------------------------------------------------------
                         Daniel K. Moscaritolo
</TABLE>

THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Westlake Village, State
of California , on November 22, 2004, MEMS USA, Inc. 2004 Stock Option Plan
(Plan).

<TABLE>
<CAPTION>
<S>                      <C>                                  <C>
By (Signature and Title) /s/ Lawrence Weisdorn                Chief Executive Officer/Chairman
                         ---------------------------------------------------------------------
                         Lawrence Weisdorn
</TABLE>
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{"company-data": {"conformed-name": "MEMS USA INC", "cik": "0000023778", "assigned-sic": "1090", "irs-number": "820288840", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120758", "film-number": "041166927"}, "business-address": {"street1": "378 N MAIN STREET", "street2": "SUITE 124", "city": "LAYTON", "state": "UT", "zip": "84041", "phone": "8012739300"}, "mail-address": {"street1": "4766 HOLLADAY", "street2": "BLVD", "city": "HOLLADAY", "state": "UT", "zip": "84107"}, "former-company": [{"former-conformed-name": "LUMALITE HOLDINGS INC", "date-changed": "20020520"}, {"former-conformed-name": "CONSIL CORP", "date-changed": "19981113"}, {"former-conformed-name": "CONSOLIDATED SILVER CORP", "date-changed": "19920703"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                 MEMS USA, INC.
                       (FORMERLY LUMALITE HOLDINGS, INC.)
               (Exact name of registrant as specified in charter)

           Nevada                        0-4846-3              82-0288840
 ------------------------------------------------------------------------------
 (State or other jurisdiction          (Commission           (IRS employer
      of incorporation)                file number)        identification no.)

                         5701 Lindero Canyon Rd., #2-100
                           Westlake Village, CA 91362
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                    MEMS USA, INC. 2004 STOCK INCENTIVE PLAN
--------------------------------------------------------------------------------
                              (Full Title of Plan)

            Lawrence Weisdorn, 5701 Lindero Canyon Rd., Suite 2-100,
                           Westlake Village, CA 91362
--------------------------------------------------------------------------------
                    (Name and address for agent for service)

                                 (818) 735-4750
--------------------------------------------------------------------------------
                    (Telephone Number of agent for service)

                         CALCULATION OF REGISTRATION FEE
Title of securities        Amount to be      Proposed maximum            Proposed maximum             Amount of
to be registered           registered        offering price per share    aggregate offering price     registration fee(1)
------------------         ----------        ------------------------    ------------------------     -------------------
Non-Statutory Options      100,000           $2.00                       $200,000
Incentive Stock Option     1,500,000         $2.00                       $3,000,000
Common Stock               250,000           $2.00                       $500,000
-------------------------------------------------------------------------------------------------------------------------
Total                      1,850,000         $2.00                       $3,700,000                   $468.79
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (c) and Rule 457(h) of the Securities Act of 1933, as
amended, on the basis of the high price reported on the over the counter
bulletin board for MEMS USA, Inc., on November 23, 2004.

In addition, pursuant to Rule 416(c) of the Securities Act if 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1:
The name of this plan is the MEMS USA, Inc. 2004 Stock Incentive Plan (the
"PLAN"). The purpose of the Plan is to enable MEMS USA, Inc., a Nevada
corporation (the "COMPANY") and any Parent or any Subsidiary to obtain and
retain the services of the types of employees, consultants, officers and
Directors who will contribute to the Company's long range success and to provide
incentives which are linked directly to increases in share value which will
inure to the benefit of all shareholders of the Company. The material terms of
the plan follow:

                                    ARTICLE 1
                                   DEFINITIONS

      For purposes of the Plan, the following terms shall be defined as set
forth below:

      "ADMINISTRATOR" shall have the meaning as set forth in Article 3.

      "BOARD" means the Board of Directors of the Company.

      "CODE" means the Internal Revenue Code of 1986, as amended from time to
time, or any successor thereto.

      "COMMITTEE" means a committee of the Board designated by the Board to
administer the Plan.

      "COMPANY" means MEMS USA, Inc., a corporation organized under the laws of
the State of Nevada (or any successor corporation).

      "DATE OF GRANT" means the date on which the Administrator adopts a
resolution expressly granting a Right to a Participant, or if a different date
is set forth in such resolution as the Date of Grant, then such date as is set
forth in such resolution.

      "DIRECTOR" means a member of the Board.

      "DISABILITY" means permanent and total disability as defined by the
Administrator.

      "ELECTION" shall have the meaning set forth in Section 11.3(d).

      "ELIGIBLE PERSON" means an employee, officer, consultant or Director of
the Company, any Parent or any Subsidiary.

      "FAIR MARKET VALUE" per share at any date means (i) if the Stock is listed
on an exchange or exchanges, or admitted for trading in a market system which
provides last sale data under Rule 11Aa3-1 of the General Rules and Regulations
of the Securities and Exchange Commission under the Securities and Exchange Act
of 1934, as amended (a "MARKET SYSTEM"), the last reported sales price per share
on the last business day prior to such date on the principal exchange on which
it is traded, or in such a Market System, as applicable, or if no sale was made
on such day on such principal exchange or in such a Market System, as
applicable, the last reported sales price per share on the most recent day prior
to such date on which a sale was reported on such exchange or such Market
System, as applicable; or (ii) if the Common Stock is not then traded on an
exchange or in such a Market System, the average of the closing bid and asked
prices per share for the Common Stock in the over-the-counter market as quoted
on NASDAQ on the day prior to such date; or (iii) if the Common Stock is not
listed on an exchange or quoted on NASDAQ, an amount determined in good faith by
the Administrator, based on a price at which one could reasonably expect such
stock to be sold in an arm's length transaction, for cash, other than on an
installment basis, to a person not employed by, controlled by, in control of or
under common control with the issuer of such stock.

      "FIRST REFUSAL RIGHT" shall have the meaning set forth in Section 8.1(c)
of the Plan.

      "INCENTIVE STOCK OPTION" means a Stock Option intended to qualify as an
"incentive stock option" as that term is defined in Section 422 of the Code.

      "NON-STATUTORY OPTION" means a Stock Option intended to not qualify as an
Incentive Stock Option.

      "OFFEREE" means a Participant who is granted a Purchase Right pursuant to
the Plan.

      "OPTIONEE" means a Participant who is granted a Stock Option pursuant to
the Plan.

      "PARENT" means any present or future corporation which would be a "parent
corporation" as that term is defined in Section 424 of the Code.

      "PARTICIPANT" means any Eligible Person selected by the Administrator,
pursuant to the Administrator's authority in Article 3, to receive grants of
Rights.

      "PLAN" means this MEMS USA, Inc. 2004 Stock Incentive Plan, as the same
may be amended or supplemented from time to time.

      "PURCHASE PRICE" shall have the meaning set forth in Section 7.2(b).

      "PURCHASE RIGHT" means the right to purchase Stock granted pursuant to
Article 7.

      "RIGHTS" means Stock Options and Purchase Rights.

      "REPURCHASE RIGHT" shall have the meaning set forth in Section 8.1(a) of
the Plan.

      "RETIREMENT" means retirement from active employment with the Company or
any Parent or Subsidiary as defined by the Administrator.

      "SECTION 16(b) PERSON" means a person subject to Section 16(b) of the
Exchange Act.

      "SPECIAL TERMINATING EVENT" with respect to a Participant shall mean the
death, Disability or Retirement of that Participant.

      "STOCK" means the Common Stock, no par value, of the Company.

      "STOCK OPTION" means an option to purchase shares of Stock granted
pursuant to Article 6.

      "STOCK OPTION AGREEMENT" shall have the meaning set forth in Section 6.2.

      "STOCK PURCHASE AGREEMENT" shall have the meaning set forth in Section
7.2.

      "SUBSIDIARY" means any present or future corporation which would be a
"subsidiary corporation" as that term is defined in Section 424 of the Code.

      "TAX DATE" shall have the meaning set forth in Section 11.3(d) of the
Plan.

      "TEN PERCENT SHAREHOLDER" means a person who on the Date of Grant owns,
either directly or through attribution as provided in Section 424(d) of the
Code, Stock possessing more than 10% of the total combined voting power of all
classes of stock of his or her employer corporation or of any Parent or
Subsidiary.

      "WITHHOLDING RIGHT" shall have the meaning set forth in Section 10.3(c) of
the Plan.

                                    ARTICLE 2
                                 ADMINISTRATION

      SECTION 2.1 ADMINISTRATOR. The Plan shall be administered by either (i)
the Board; or (ii) the Committee (the group that administers the Plan is
referred to as the "ADMINISTRATOR").

      SECTION 2.2 POWERS IN GENERAL. The Administrator shall have the power and
authority to grant to Eligible Persons, pursuant to the terms of the Plan: (i)
Stock Options; (ii) Purchase Rights; or (iii) any combination of the foregoing.

      SECTION 2.3 SPECIFIC POWERS. In particular, the Administrator shall have
the authority: (i) to construe and interpret the Plan and apply its provisions;
(ii) to promulgate, amend and rescind rules and regulations relating to the
administration of the Plan; (iii) to authorize any person to execute, on behalf
of the Company, any instrument required to carry out the purposes of the Plan;
(iv) to determine when Rights are to be granted under the Plan; (v) from time to
time to select, subject to the limitations set forth in this Plan, those
Eligible Persons to whom Rights shall be granted; (vi) to determine the number
of shares of Stock to be made subject to each Right; (vii) to prescribe the
terms and conditions of each Stock Option, including, without limitation, the
exercise price and medium of payment, to determine whether the Stock Option is
to be an Incentive Stock Option or a Non-Statutory Option and to specify the
provisions of the Stock Option agreement relating to such Stock Option; (viii)
to prescribe the terms and conditions of each Stock Option and Purchase Right,
including, without limitation, the purchase price and medium of payment, vesting
provisions and repurchase provisions, and to specify the provisions of the Stock
Option Agreement or Stock Purchase Agreement relating to such sale; (ix) to
amend any outstanding Rights for the purpose of modifying the time or manner of
vesting, the purchase price or exercise price, as the case may be, thereunder or
otherwise, subject to applicable legal restrictions and to the consent of the
other party to such agreement; (x) to determine when a consultant's relationship
with the Company is sufficient to constitute the equivalent of employment with
the Company for purposes of the Plan; (xi) to determine the duration and purpose
of leaves of absences which may be granted to a Participant without constituting
termination of their employment for purposes of the Plan; (xii) to make
decisions with respect to outstanding options that may become necessary upon a
change in corporate control or an event that triggers anti-dilution adjustments;
and (xiii) to make any and all other determinations which it determines to be
necessary or advisable for administration of the Plan.

      SECTION 2.4 DECISIONS FINAL. All decisions made by the Administrator
pursuant to the provisions of the Plan shall be final and binding on the Company
and the Participants.

      SECTION 2.5 THE COMMITTEE. The Board may, in its sole and absolute
discretion, from time to time delegate any or all of its duties and authority
with respect to the Plan to the Committee whose members are to be appointed by
and to serve at the pleasure of the Board. Once appointed, the Committee shall
continue to serve until otherwise directed by the Board. From time to time, the
Board may increase or decrease the size of the Committee, add additional members
to, remove members (with or without cause) from, appoint new members in
substitution therefore, and fill vacancies, however caused, in the Committee.
The Committee shall act pursuant to a vote of the majority of its members or, in
the case of a committee comprised of only two members, the unanimous consent of
its members, whether present or not, or by the written consent of the majority
of its members or, in the case of a Committee comprised of only two members, the
unanimous written consent of its members, and minutes shall be kept of all of
its meetings and copies thereof shall be provided to the Board. Subject to the
limitations prescribed by the Plan and the Board, the Committee may establish
and follow such rules and regulations for the conduct of its business as it may
determine to be advisable.
ARTICLE 3
                              STOCK SUBJECT TO PLAN

      SECTION 3.1 STOCK SUBJECT TO THE PLAN. Subject to adjustment as provided
in Article 9, the total number of shares of Stock reserved and available for
issuance under the Plan shall be 1,850,000 shares. Shares reserved hereunder may
consist, in whole or in part, of authorized and unissued shares or treasury
shares.

      SECTION 3.2 UNEXERCISED RIGHTS; REACQUIRED SHARES. To the extent that any
Rights expire or are otherwise terminated without being exercised, the shares
underlying such Rights (and shares related thereto) shall again be available for
issuance in connection with future Rights under the Plan. Shares acquired by the
Company upon exercise of Rights pursuant to Section 6.2(e) or Section 7.2(c) or
Section 11.3 shall not increase the shares available for issuance under the
Plan.

                                    ARTICLE 4
                                   ELIGIBILITY

      Directors, officers, employees and consultants of the Company, any Parent
or any Subsidiary, who are responsible for or contribute to the management,
growth or profitability of the business of the Company, any Parent or any
Subsidiary, shall be eligible to be granted Rights hereunder subject to
limitations set forth in this Plan; provided, however, that only officers and
employees shall be eligible to be granted Incentive Stock Options hereunder.

                                    ARTICLE 5
                                  STOCK OPTIONS

      SECTION 5.1 GENERAL. Stock Options may be granted alone or in addition to
other Rights granted under the Plan. Each Stock Option granted under the Plan
shall be in such form and under such terms and conditions as the Administrator
may from time to time approve; provided that such terms and conditions are not
inconsistent with the Plan. The provisions of Stock Option Agreements entered
into under the Plan need not be identical. Stock Options granted under the Plan
may be either Incentive Stock Options or Non-Statutory Options.

      SECTION 5.2 TERMS AND CONDITIONS OF STOCK OPTIONS. Each Stock Option
granted pursuant to the Plan shall be evidenced by a written option agreement
between the Company and the Optionee (the "STOCK OPTION AGREEMENT"), which shall
comply with and be subject to the following terms and conditions:

            (a) Number of Shares. Each Stock Option Agreement shall state the
number of shares of Stock to which the Stock Option relates.

            (b) Type of Option. Each Stock Option Agreement shall identify the
portion (if any) of the Stock Option which constitutes an Incentive Stock
Option.

            (c) Exercise Price. Each Stock Option Agreement shall state the
price at which shares subject to the Stock Option may be purchased (the
"EXERCISE PRICE"), which shall with respect to Incentive Stock Options be not
less than 100% of the Fair Market Value of the shares of Stock on the Date of
Grant. In the case of Non-Statutory Options, the Exercise Price shall be
determined in the sole discretion of the Administrator; provided, however, that
the Exercise Price shall be no less than 85% of the Fair Market Value of the
shares of Stock on the Date of Grant of the Non-Statutory Option. In the case of
either an Incentive Stock Option or a Non-Statutory Option granted to a Ten
Percent Shareholder, the Exercise Price shall not be less than 110% of such Fair
Market Value.

            (d) Value of Shares. The Fair Market Value of the shares of Stock
(determined as of the Date of Grant) with respect to which Incentive Stock
Options are first exercisable by an Option Holder under this Plan and all other
incentive option plans of the Company and any Parent or Subsidiary in any
calendar year shall not, for such year, in the aggregate, exceed $100,000; but
this Section 6.2(d) shall not affect the right of the Administrator to
accelerate or otherwise alter the time of vesting of any Options granted as
Incentive Stock Options, even, if as a result thereof, some of such Options
cease being Incentive Stock Options.

            (e) Medium and Time of Payment. The Exercise Price shall be paid in
full, at the time of exercise, in cash or cash equivalents or, with the approval
of the Administrator, in shares of Stock which have been held by the Optionee
for a period of at least six calendar months preceding the date of surrender and
which have a Fair Market Value equal to the Exercise Price, or in a combination
of cash and such shares, and may be effected in whole or in part with monies
received from the Company at the time of exercise as a compensatory cash
payment.

            (f) Term and Exercise of Stock Options. Stock Options shall be
exercisable over the exercise period at the times the Administrator may
determine, as reflected in the related Stock Option Agreements. The
Administrator shall have discretion as to the schedule pursuant to which the
Stock Option is initially exercisable. The exercise period of any Stock Option
shall be determined by the Administrator, but shall not exceed ten years from
the Date of Grant of the Stock Option. In the case of an Incentive Stock Option
granted to a Ten Percent Shareholder, the exercise period shall be determined by
the Administrator, but shall not exceed five years from the Date of Grant of the
Stock Option. The exercise period shall be subject to earlier termination upon
the occurrence of either a Special Terminating Event, as provided in Section
11.6, or the Termination of Employment, as provided in Section 11.7. A Stock
Option may be exercised, as to any or all full shares of Stock as to which the
Stock Option has become exercisable, by giving written notice of such exercise
to the Company.

                                    ARTICLE 6
                                 PURCHASE RIGHTS

      SECTION 6.1 GENERAL. Purchase Rights may be granted alone or in addition
to other Rights under the Plan. Each sale of Stock under this Article 7 shall be
in such form and under such terms and conditions as the Administrator shall from
time to time approve; provided that such terms and conditions are not
inconsistent with the Plan. The provisions of Stock Purchase Agreements entered
into under the Plan need not be identical.

      SECTION 6.2 TERMS AND CONDITIONS OF PURCHASE RIGHTS. Each Purchase Right
granted pursuant to the Plan shall be evidenced by a written stock purchase
agreement between the Company and the Offeree (the "STOCK PURCHASE AGREEMENT"),
which shall comply with and be subject to the following terms and conditions:

            (a) Number of Shares. Each Stock Purchase Agreement shall state the
number of shares of Stock which may be purchased pursuant to such agreement.

            (b) Purchase Price. Each Stock Purchase Agreement shall state the
price at which the Stock subject to such Stock Purchase Agreement may be
purchased (the "PURCHASE PRICE"), which, with respect to Stock Purchase Rights,
shall be determined in the sole discretion of the Administrator; provided,
however, that the Purchase Price shall be no less than 85% of the Fair Market
Value of the shares of Stock on either the Date of Grant or the Date of Purchase
of the Purchase Right. In the case of a Purchase Right granted to a Ten Percent
Shareholder, the Purchase Price shall not be less than 110% of the Fair Market
Value of the shares of Stock on either the Date of Grant or the Date of Purchase
of the Purchase Right.

            (c) Medium and Time of Payment. The Purchase Price shall be paid in
full, at the time of exercise, in cash or cash equivalent or, with the approval
of the Administrator, in shares of Stock which have been held by the Offeree for
a period of at least six calendar months preceding the date of surrender and
which have a Fair Market Value equal to the Purchase Price or in a combination
of cash or cash equivalent and such shares, and may be effected in whole or in
part with monies received from the Company at the time of exercise as a
compensatory cash payment.

                                    ARTICLE 7
                         REACQUISITION OF STOCK OPTIONS,
                           PURCHASE RIGHTS AND STOCK;
                                MARKET STAND-OFF

      SECTION 7.1 REPURCHASE RIGHTS; RIGHT OF FIRST REFUSAL.

            (a) Stock Option Repurchase Rights. Each Stock Option Agreement
shall provide that the Company, following a Special Terminating Event or a
Terminating Event, shall have the right to repurchase (the "REPURCHASE RIGHT")
all or any portion of the Stock purchased by the Optionee upon the exercise of
the Optionee's Stock Option, as well as any Stock issuable upon exercise of any
unexercised Stock Options which the Optionee has the right to exercise at the
time of such Special Terminating Event or Terminating Event. Following the
occurrence of a Terminating Event (which does not result from the Company's
termination of Optionee's employment "for cause") or a Special Terminating
Event, the Repurchase Right shall be exercisable at a price equal to the Fair
Market Value of such Shares or, in the case of unexercised options, the Fair
Market Value of the Shares underlying such unexercised options less the exercise
price which would be payable upon the exercise of such unexercised options.
Following the occurrence of a Terminating Event which does result from the
Company's termination of Optionee's employment "for cause," the Repurchase Right
shall be exercisable as to all or any portion of the Shares purchased by
Optionee upon the exercise of the Option, as well as any unexercised Options
which Optionee has the right to exercise at the time of termination, at a price
equal to the initial exercise price of such Shares or, in the case of
unexercised options, the initial exercise price of the Shares underlying such
unexercised options less the exercise price which would be payable upon the
exercise of such unexercised options. Fair Market Value shall be determined by
the Administrator on the basis of the definition of Fair Market Value set forth
in Article 2 of the Plan. To the extent that the Repurchase Right is exercisable
at the initial exercise price of the Shares or the Shares underlying unexercised
options, the exercise price shall become Fair Market Value as to 20% of such
Shares which were originally subject to this Option Agreement on each of the
first five anniversaries of the date of this Option Agreement.

            (b) Stock Purchase Agreement Repurchase Rights. Each Stock Purchase
Agreement shall provide that the Company, following a Special Terminating Event
or a Terminating Event, shall have a Repurchase Right (x) with respect to all of
the Stock purchased under the Stock Purchase Agreement which is unvested at the
time of such Special Terminating Event or Terminating Event, and (y) with
respect to all or any portion of the stock purchased under the Stock Purchase
Agreement which is vested at the time of the Special Terminating Event or
Terminating Event. Following the occurrence of a Terminating Event (which does
not result from the Company's termination of Optionee's employment "for cause")
or a Special Terminating Event, the Repurchase Right shall be exercisable at a
price equal to the Fair Market Value of such Shares or, in the case of
unexercised options, the Fair Market Value of the Shares underlying such
unexercised options less the exercise price which would be payable upon the
exercise of such unexercised options. Following the occurrence of a Terminating
Event which does result from the Company's termination of Optionee's employment
"for cause," the Repurchase Right shall be exercisable as to all or any portion
of the Shares purchased by Optionee upon the exercise of the Option, as well as
any unexercised Options which Optionee has the right to exercise at the time of
termination, at a price equal to the initial exercise price of such Shares or,
in the case of unexercised options, the initial exercise price of the Shares
underlying such unexercised options less the exercise price which would be
payable upon the exercise of such unexercised options. Fair Market Value shall
be determined by the Administrator on the basis of the definition of Fair Market
Value set forth in Article 2 of the Plan. To the extent that the Repurchase
Right is exercisable at the initial exercise price of the Shares or the Shares
underlying unexercised options, the exercise price shall become Fair Market
Value as to 20% of such Shares which were originally subject to this Option
Agreement on each of the first five anniversaries of the date of this Option
Agreement.

            (c) First Refusal Right. Each Stock Option Agreement and Stock
Purchase Agreement shall provide that the Company shall have the right of first
refusal (the "FIRST REFUSAL RIGHT"), exercisable in connection with any proposed
sale, hypothecation or other disposition of the Stock purchased by the Optionee
or Offeree pursuant to a Stock Option Agreement or Stock Purchase Agreement; and
in the event the holder of such shares desires to accept a bona fide third-party
offer for any or all of such shares, the Stock shall first be offered to the
Company upon the same terms and conditions as are set forth in the bona fide
offer.

            SECTION 7.2 MARKET STAND-OFF. Each Stock Option Agreement and Stock
Purchase Agreement shall provide that, in connection with any underwritten
public offering by the Company of its equity securities pursuant to an effective
registration statement filed under the Securities Act of 1933, as amended,
including the Company's initial public offering, the Participant shall agree not
to sell, make any short sale of, loan, hypothecate, pledge, grant any option for
the repurchase of, or otherwise dispose or transfer for value or otherwise agree
to engage in any of the foregoing transactions with respect to any Stock without
the prior written consent of the Company or its underwriters, for such period of
time from and after the effective date of such registration statement as may be
requested by the Company or such underwriters (the "MARKET STAND-OFF");
provided, however, that in no event shall such period exceed one hundred-eighty
(180) days.

                                    ARTICLE 8
                                   ADJUSTMENTS

      SECTION 8.1 Effect of Certain Changes

            (a) Stock Dividends, Splits, Etc.. If there is any change in the
number of outstanding shares of Stock through the declaration of Stock dividends
or through a recapitalization resulting in Stock splits, or combinations or
exchanges of the outstanding shares, (i) the number of shares of Stock available
for Rights, (ii) the number of shares covered by outstanding Rights and (iii)
the Exercise Price or Purchase Price of any Stock Option or Purchase Right, in
effect prior to such change, shall be proportionately adjusted by the
Administrator to reflect any increase or decrease in the number of issued shares
of Stock; provided, however, that any fractional shares resulting from the
adjustment shall be eliminated.

            (b) Liquidation, Dissolution, Merger or Consolidation. In the event
of: (i) a dissolution or liquidation of the Company, or any corporate separation
or division, including, but not limited to, a split-up, a split-off or a
spin-off, or a sale of substantially all of the assets of the Company; (ii) a
merger or consolidation in which the Company is not the surviving corporation;
or (iii) a reverse merger in which the Company is the surviving corporation, but
the shares of Stock outstanding immediately preceding the merger are converted
by virtue of the merger into other property, whether in the form of securities,
cash or otherwise, then, at the sole discretion of the Administrator, and to the
extent permitted by applicable law: (i) any surviving corporation shall assume
any Rights outstanding under the Plan, or shall substitute similar Rights for
those outstanding under the Plan, or (ii) such Rights shall continue in full
force and effect; or (iii) such Rights, to the extent not then exercisable,
shall terminate and expire; provided, however, that not less than thirty days
written notice of any such event shall be given to each Rights holder and if
such notice is given, each Rights holder shall have the right, during the thirty
days preceding such event, to exercise the Right as to all or any part of the
shares of Stock covered thereby as to which such Right is then exercisable, on
the condition, however, that such event actually occurs; and if such event
actually occurs, such exercise shall be deemed effective (and, if applicable,
the Rights holder shall be deemed a shareholder with respect to the Rights
exercised) immediately preceding the occurrence of such event, or the date of
record for shareholders entitled to share in such event, if a record date is
set.

            (c) Where Company Survives. Section 9.1(b) shall not apply to a
merger or consolidation in which the Company is the surviving corporation,
unless shares of Stock are converted into or exchanged for securities other than
publicly-traded common stock, cash (excluding cash in payment for fractional
shares) or any other thing of value. Notwithstanding the preceding sentence, in
case of any consolidation or merger of another corporation into the Company in
which the Company is the surviving corporation and in which there is a
reclassification or change (including a change to the right to receive an amount
of money payable by cash or cash equivalent or other property) of the shares of
Stock (other than a change in par value, or from par value to no par value, or
as a result of a subdivision or combination, but including any change in such
shares into two or more classes or series of shares), the Administrator may
provide that the holder of each Right then exercisable shall have the right to
exercise such Right solely for the kind and amount of shares of Stock and other
securities (including those of any new direct or indirect Parent of the
Company), property, cash or any combination thereof receivable upon such
reclassification change, consolidation or merger by the holder of the number of
shares of Stock for which such Right might have been exercised.

            (d) Surviving Corporation Defined. The determination as to which
party to a merger or consolidation is the "SURVIVING CORPORATION" shall be made
on the basis of the relative equity interests of the shareholders in the
corporation existing after the merger or consolidation, as follows: if
immediately following any merger or consolidation the holders of outstanding
voting securities of the Company immediately prior to the merger or
consolidation own equity securities possessing more than 50% of the voting power
of the corporation existing following the merger or consolidation, then for
purposes of this Plan, the Company shall be the surviving corporation. In all
other cases, the Company shall not be the surviving corporation. In making the
determination of ownership by the shareholders of a corporation immediately
after the merger or consolidation, of equity securities pursuant to this Section
9.1(d), equity securities which the shareholders owned immediately before the
merger or consolidation as shareholders of another party to the transaction
shall be disregarded. Further, for purposes of this Section 9.1(d) only,
outstanding voting securities of a corporation shall be calculated by assuming
the conversion of all equity securities convertible (immediately or at some
future time) into shares entitled to vote.

            (e) Par Value Changes. In the event of a change in the Stock of the
Company as presently constituted which is limited to a change of all of its
authorized shares with par value, into the same number of shares without par
value, or a change in the par value, the shares resulting from any such change
shall be "STOCK" within the meaning of the Plan.

      SECTION 8.2 DECISION OF ADMINISTRATOR FINAL. To the extent that the
foregoing adjustments relate to stock or securities of the Company, such
adjustments shall be made by the Administrator, whose determination in that
respect shall be final, binding and conclusive; provided, however, that each
Incentive Stock Option granted pursuant to the Plan shall not be adjusted
without the prior consent of the Holder thereof in a manner that causes such
Stock Option to fail to continue to qualify as an Incentive Stock Option.

      SECTION 8.3 NO OTHER RIGHTS. Except as hereinbefore expressly provided in
this Article 9, no Rights holder shall have any rights by reason of any
subdivision or consolidation of shares of Stock or the payment of any dividend
or any other increase or decrease in the number of shares of Stock of any class
or by reason of any of the events described in Section 9.1, above, or any other
issue by the Company of shares of stock of any class, or securities convertible
into shares of stock of any class; and except as provided in this Article 8,
none of the foregoing events shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Stock subject to
Rights. The grant of a Right pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structures or to merge or
to consolidate or to dissolve, liquidate or sell, or transfer all or part of its
business or assets.

      SECTION 8.4 NO RIGHTS AS SHAREHOLDER. Except as specifically provided in
this Article 9, a Rights holder or a transferee of a Right shall have no rights
as a shareholder with respect to any shares covered by the Rights until the date
of the issuance of a Stock certificate to him or her for such shares, and no
adjustment shall be made for dividends (ordinary or extraordinary, whether in
cash, securities or other property) or distributions of other rights for which
the record date is prior to the date such Stock certificate is issued, except as
provided in Section 9.1(b).

      SECTION 8.5 TERM OF EMPLOYMENT UNAFFECTED. The receipt of an option does
not give the optionee any right to continued employment by the Company or a
subsidiary for any period, nor shall the granting of the option or the issuance
of the shares on exercise thereof give the Company or any subsidiary any right
to the continued services of the optionee for any period.

                                    ARTICLE 9
                            AMENDMENT AND TERMINATION

      The Board may amend, alter or discontinue the Plan, but no amendment,
alteration or discontinuation shall be made which would impair the rights of a
Participant under any Right theretofore granted without such Participant's
consent, or which without the approval of the shareholders would:

            (a) except as provided in Article 9, materially increase the total
number of shares of Stock reserved for the purposes of the Plan;

            (b) materially increase the benefits accruing to Participants or
Eligible Persons under the Plan; or

            (c) materially modify the requirements for eligibility under the
Plan.

      The Administrator may amend the terms of any award theretofore granted,
prospectively or retroactively, but, subject to Article 3, no such amendment
shall impair the rights of any holder without his or her consent.

                                   ARTICLE 10
                               GENERAL PROVISIONS

      SECTION 10.1 GENERAL RESTRICTIONS:

            (a) No View to Distribute. The Administrator may require each person
acquiring shares of Stock pursuant to the Plan to represent to and agree with
the Company in writing that such person is acquiring the shares without a view
towards distribution thereof. The certificates for such shares may include any
legend which the Administrator deems appropriate to reflect any restrictions on
transfer.
(b) Legends. All certificates for shares of Stock delivered under
the Plan shall be subject to such stop transfer orders and other restrictions as
the Administrator may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Stock is then listed and any applicable federal or state securities
laws, and the Administrator may cause a legend or legends to be put on any such
certificates to make appropriate reference to such restrictions.

      SECTION 10.2 OTHER COMPENSATION ARRANGEMENTS. Nothing contained in this
Plan shall prevent the Board from adopting other or additional compensation
arrangements, subject to shareholder approval if such approval is required; and
such arrangements may be either generally applicable or applicable only in
specific cases.

      SECTION 10.3 DISQUALIFYING DISPOSITIONS; WITHHOLDING TAXES.

            (a) Disqualifying Disposition. Any Participant who shall make a
"DISPOSITION" (as defined in the Code) of all or any portion of an Incentive
Stock Option within two years from the date of grant of such Incentive Stock
Option or within one year after the issuance of the shares of Stock acquired
upon exercise of such Incentive Stock Option, shall be required to immediately
advise the Company in writing as to the occurrence of the sale and the price
realized upon the sale of such shares of Stock, and to maintain all such shares
of Stock in his or her name so long as he or she maintains beneficial ownership
of such shares of Stock.

            (b) Withholding Required. Each Participant shall, no later than the
date as of which the value derived from a Right first becomes includable in the
gross income of the Participant for income tax purposes, pay to the Company, or
make arrangements satisfactory to the Administrator regarding payment of, any
federal, state or local taxes of any kind required by law to be withheld with
respect to the Right or its exercise. The obligations of the Company under the
Plan shall be conditioned upon such payment or arrangements and the Participant
shall, to the extent permitted by law, have the right to request that the
Company deduct any such taxes from any payment of any kind otherwise due to the
Participant.

            (c) Withholding Right. The Administrator may, in its discretion,
grant a Rights holder the right (a "WITHHOLDING RIGHT") to elect to make such
payment by irrevocably requiring the Company to withhold from shares issuable
upon exercise of the Right that number of full shares of Common Stock having a
Fair Market Value on the Tax Date (as defined below) equal to the amount (or
portion of the amount) required to be withheld. The Withholding Right may be
granted with respect to all or any portion of the Right.

            (d) Exercise of Withholding Right. To exercise a Withholding Right,
the Rights holder must follow the election procedures set forth below, together
with such additional procedures and conditions as may be set forth in the
related Rights agreement or otherwise adopted by the Administrator:

                  (i) The Rights holder must deliver to the Company his or her
      written notice of election (the "ELECTION") to have the Withholding Right
      apply to all (or a designated portion) of his or her Right.

                  (ii) Unless disapproved by the Administrator as provided in
      Subsection (iii) below, the Election once made will be irrevocable.

                  (iii) no Election is valid unless the Administrator consents
      to the Election; the Administrator has the right and power, in its sole
      discretion, with or without cause or reason therefore, to consent to the
      Election, to refuse to consent to the Election, or to disapprove the
      Election; and if the Administrator has not consented to the Election on or
      prior to the date that the amount of tax to be withheld is, under
      applicable federal income tax laws, fixed and determined by the Company
      (the "TAX DATE"), the Election will be deemed approved.

                  (iv) If the Rights holder on the date of delivery of the
      Election to the Company is a Section 16(b) Person, the following
      additional provisions will apply:

                        (A) the Election cannot be made during the six calendar
            month period commencing with the date of the grant of the
            Withholding Right (even if the Right to which such Withholding Right
            relates has been granted prior to such date); provided, that this
            Subsection (A) is not applicable to any Rights holder at any time
            subsequent to the death, Disability or Retirement of the Rights
            holder;

                        (B) the Election can only be made on a date which is six
            calendar months or more prior to the Tax Date; and

                        (C) notwithstanding any other provision of this Section
            11.3(d)(iv), no Section 16(b) Person shall have the right to make
            any Election prior to the time that the Company has been subject to
            the reporting requirements of Section 13(a) of the Exchange Act for
            at least a year and has filed all reports and statements required to
            be filed pursuant to that Section for that year.
(e) Effect. If the Administrator consents to an Election of a
Withholding Right:

                  (i) Upon the exercise of the Right (or any portion thereof) to
      which the Withholding Right relates, the Company will withhold from the
      shares otherwise issuable that number of full shares of Stock having an
      actual Fair Market Value equal to the amount (or portion of the amount, as
      applicable) required to be withheld under applicable federal and/or state
      income tax laws as a result of the exercise; and

                  (ii) if the Rights holder is then a Section 16(b) Person who
      has made an Election, the related Right may not be exercised, nor may any
      shares of Stock issued pursuant thereto be sold, exchanged or otherwise
      transferred, if the result of such exercise, or such transaction, would
      cause the Tax Date to be less than six full calendar months following the
      date of the Election.

      SECTION 10.4 INDEMNIFICATION. In addition to such other rights of
indemnification as they may have as Directors or members of the Committee, and
to the extent allowed by applicable law, the Administrators shall be indemnified
by the Company against the reasonable expenses, including attorney's fees,
actually incurred in connection with any action, suit or proceeding or in
connection with any appeal therein, to which they or any one of them may be
party by reason of any action taken or failure to act under or in connection
with the Plan or any option granted under the Plan, and against all amounts paid
by them in settlement thereof (provided that the settlement has been approved by
the Company, which approval shall not be unreasonably withheld) or paid by them
in satisfaction of a judgment in any such action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such action, suit or
proceeding that such Administrator did not act in good faith and in a manner
which such person reasonably believed to be in the best interests of the
Company, and in the case of a criminal proceeding, had no reason to believe that
the conduct complained of was unlawful; provided, however, that within 60 days
after institution of any such action, suit or proceeding, such Administrator
shall, in writing, offer the Company the opportunity at its own expense to
handle and defend such action, suit or proceeding.

      SECTION 10.5 SPECIAL TERMINATING EVENTS. If a Special Terminating Event
occurs, all Rights theretofore granted to such Rights holder may, unless earlier
terminated in accordance with their terms, be exercised by the Rights holder or
by his or her estate or by a person who acquired the right to exercise such
Right by bequest or inheritance or otherwise by reason of the death or
Disability of the Rights holder, at any time within one year after the date of
the Special Terminating Event. Notwithstanding the foregoing, an Incentive Stock
Option shall only be exercisable at any time within three months after the date
of Retirement or termination of employment of an Optionee.

      SECTION 10.6 TERMINATION OF EMPLOYMENT. Except as provided in this Section
11.7, no Right may be exercised unless the Right holder is then a Director of
the Company, or in the employ of the Company or any Parent or Subsidiary, or
rendering services as a consultant to the Company or any Parent or Subsidiary,
and unless he or she has remained continuously so employed or engaged since the
Date of Grant. If the employment or services of a Right holder shall terminate
(other than by reason of a Special Terminating Event), all Rights previously
granted to the Right holder which are exercisable at the time of such
termination may be exercised for the period ending 90 days after such
termination, unless otherwise provided in the Stock Option Agreement or Stock
Purchase Agreement; provided, however, that no Right may be exercised following
the date of its expiration. Nothing in the Plan or in any Right granted pursuant
to the Plan shall confer upon an employee any right to continue in the employ of
the Company or any Parent or Subsidiary or interfere in any way with the right
of the Company or any Parent or Subsidiary to terminate such employment at any
time.

      SECTION 10.7 NON-TRANSFERABILITY OF RIGHTS. Each Stock Option Agreement
and Stock Purchase Agreement shall provide that the Rights granted under the
Plan shall not be transferable otherwise than by will or by the laws of descent
and distribution, and the Rights may be exercised, during the lifetime of the
Rights holder, only by the Rights holder or by his or her guardian or legal
representative.

      SECTION 10.8 REGULATORY MATTERS. Each Stock Option Agreement and Stock
Purchase Agreement shall provide that no shares shall be purchased or sold
thereunder unless and until (i) any then applicable requirements of state or
federal laws and regulatory agencies shall have been fully complied with to the
satisfaction of the Company and its counsel; and (ii) if required to do so by
the Company, the Optionee or Offeree shall have executed and delivered to the
Company a letter of investment intent in such form and containing such
provisions as the Board or Committee may require.

      SECTION 10.9 RECAPITALIZATIONS. Each Stock Option Agreement and Stock
Purchase Agreement shall contain provisions required to reflect the provisions
of Article 8.

      SECTION 10.10 DELIVERY. Upon exercise of a Right granted under this Plan,
the Company shall issue Stock or pay any amounts due within a reasonable period
of time thereafter. Subject to any statutory obligations the Company may
otherwise have, for purposes of this Plan, thirty days shall be considered a
reasonable period of time.

      SECTION 10.11 OTHER PROVISIONS. The Stock Option Agreements and Stock
Purchase Agreements authorized under the Plan may contain such other provisions
not inconsistent with this Plan, including, without limitation, restrictions
upon the exercise of the Rights, as the Administrator may deem advisable.

                                   ARTICLE 11
                             EFFECTIVE DATE OF PLAN

      The Plan shall become effective on the date on which the Plan is adopted
by the Board, subject to approval by the Company's shareholders, which approval
must be obtained within one year from the date the Plan is adopted by the Board.

                                   ARTICLE 12
                                  TERM OF PLAN

      No Right shall be granted pursuant to the Plan on or after December 31,
2007, but Rights theretofore granted may extend beyond that date.

                                   ARTICLE 13
                          INFORMATION TO RIGHTS HOLDERS

      The Company will cause a report to be sent to each Rights holder not later
than 120 days after the end of each fiscal year. Such report shall consist of
the financial statements of the Company for such fiscal year and shall include
such other information as is provided by the Company to its shareholders.

      Additional information regarding the Plan may be obtained by contacting
MEMS USA, Inc. at the address and phone number listed in this Registration
Statement.

            FEDERAL INCOME TAX CONSEQUENCES TO PARTICIPANT.

                  1. INCENTIVE STOCK OPTIONS. The following are the principal
Federal income tax consequences to participants in connection with options which
are intended to be incentive stock options within the meaning of Section 422 of
the Internal Revenue Code of 1986 (the "Code").

                        (A) GRANT OF AN OPTION. A participant will not be
required to recognize income for federal income tax purposes as a result of the
grant to him or her of an incentive stock option under the Plan. Only officers
and employees are eligible to receive incentive stock options.

                        (B) EXERCISE OF AN OPTION. Except in certain
circumstances in which the exercise price is paid with previously acquired
shares of the Company's Common Stock, a participant will not be required to
recognize income for federal income tax purposes as a result of the purchase of
shares upon exercise of an incentive stock option. However, the amount by which
the fair market value of the shares at the time of exercise exceeds the exercise
price for the shares will constitute an item of adjustment for purposes of
calculating the alternative minimum tax (unless the shares are disposed of in a
"Disqualifying Disposition," as defined below under the caption "Disposition of
Shares Acquired")

                        If the participant pays the exercise price, in full or
in part, by transferring to the Company previously acquired shares of the
Company's Common Stock, the transfer will not affect the tax treatment of the
exercise. However, if the participant pays the exercise price using shares of
the Company's Common Stock acquired by the participant upon exercise of an
incentive stock option, the exchange will be considered a disposition of the
previously acquired shares for the purpose of determining whether a
Disqualifying Disposition has occurred (see below).

                        (C) DISPOSITION OF SHARES ACQUIRED. Upon disposition of
shares acquired by the participant through exercise of an incentive stock
option, long-term capital gain or loss is recognized in an amount equal to the
difference between the sale price and the exercise price, provided the
disposition (whether through the sale of shares on the open market, by transfer
to the Company as payment for shares issued upon exercise of the option, or
otherwise) has not occurred within two years from the date of grant or within
one year from the date of exercise. If the participant disposes of the acquired
shares without complying with both holding period requirements (a "Disqualifying
Disposition"), the participant recognizes ordinary income at the time of the
disposition in an amount equal to the lesser of the amount of gain realized or
the amount by which the fair market value of the shares on the date of exercise
exceeds the option exercise price. Any remaining gain or loss is treated as a
short-term or long-term capital gain or loss depending upon whether the shares
were held for more than one year. A Disqualifying Disposition will also result
if, within one year after acquiring shares through exercise of an incentive
stock option, a participant transfers those shares to the Company to exercise an
incentive stock option or a non-statutory stock option under the Plan.

                  2. NON-STATUTORY STOCK OPTIONS. The following are the Federal
income tax consequences to participants in connection with options which are
intended not to be incentive stock options within the meaning of Section 422 of
the Code.

                        (A) GRANT OF A NON-STATUTORY STOCK OPTION. A participant
will not be required to recognize income for federal income tax purposes as a
result of the grant to the participant of a nonstatutory stock option, assuming
(as is usually the case in a plan of this type) that the option does not have a
readily ascertainable fair market value at the time it is granted.

                        (B) EXERCISE OF A NON-STATUTORY STOCK OPTION. A
participant will be required to include in gross income in the year of exercise
an amount equal to the excess of the fair market value of the shares on the date
of exercise over the exercise price, unless the stock received is not
transferable and is subject to a substantial risk of forfeiture (stock received
by a participant while it is subject to the provisions of Section 16(b) of the
Securities Exchange Act of 1934 is deemed to be not transferable and subject to
a substantial risk of forfeiture). In such a case the participant will recognize
taxable income when the shares are transferable or the risk of forfeiture
lapses, in an amount equal to the difference between the fair market value of
the stock as of such date and the exercise price.

                        (C) DISPOSITION OF SHARES ACQUIRED. A participant will
recognize taxable gain or loss on the sale of shares acquired upon exercise of a
non-statutory stock option in an amount equal to the difference between the
selling price and the tax basis of the shares in the hands of the participant.
The tax basis of the shares of the participant equals the exercise price plus
any amount included in the participant's taxable income as a result of the
exercise of the option. The gain or loss will generally be capital gain or loss,
long term if the shares were held by the participant for more than one year.

                  3. PURCHASE OF RESTRICTED STOCK. Stock purchased under the
Plan (other than by exercising an option) may, in the determination of the
Company, be subject to rights of repurchase and other transfer restrictions.
Depending on the nature of such restrictions, the restrictions may be deemed to
create a "substantial risk of forfeiture" under Section 83 of the Code. In that
event, special tax consequences arise from the purchase and disposition of the
shares of stock, all of which are described on the sample letter attached
hereto.

            A. TAX CONSEQUENCES TO THE COMPANY. With respect to sales of shares
received by a participant as a result of exercising incentive stock options, if
the participant makes a Disqualifying Disposition, the Company will generally be
entitled to a deduction equal to the amount includable in the participant's
ordinary income. Although the company is entitled to a deduction for payment of
compensation upon Optionee's "disqualifying disposition", there is authority
indicating the amount in question is not "wages" that will require any
withholding for federal income taxes.

With respect to non-qualified stock options, the Company will be entitled to a
deduction at the time of exercise equal to the difference between the fair
market value of the stock on the date of exercise and the exercise price (if the
stock received upon exercise is not transferable and is subject to a substantial
risk of forfeiture, and if the participant does not make a timely election under
Section 83(b) of the Code, then the Company will be entitled to a deduction at
the time the shares are transferable or the risk of forfeiture lapses, in an
amount equal to the difference between the fair market value of the stock as of
such date and the exercise price). Otherwise, the Company will, in general,
realize no tax benefits with respect to sales of its shares under the Plan.

            B. FINANCIAL RISKS TO THE PARTICIPANT. One of the advantages of
stock options is that, because the participant is not required to make any
capital outlay until exercise of the options, and because in almost all cases a
participant would not exercise an option unless the value of the stock exceeded
the option price at the date of exercise, option grants represent little, if
any, financial risk to participants. On the other hand, because, under the stock
purchase provisions of the Plan the participant must deliver a "full recourse"
promissory note, the participant is at substantial financial risk with respect
to shares issued thereby and may, if the Company's fortunes deteriorate, be
required to make payments on the promissory note at a time when the purchased
Common Stock is worth significantly less than the price which the participant
paid for it.

ITEM 2:
Copies of the documents set forth in Item 3 below are available to Participants
from the Company without charge, upon oral or written request to Mr. Michael
Marcelli, 5701 Lindero Canyon Rd., Building 2-100, Westlake Village, CA 91362;
(818) 765-4875.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3:
The following documents previously filed by Registrant with the Commission are
incorporated by reference to this Registration Statement:

(a) The Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2001;

(b) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the registrant document referred
to in (a) above; and

(c) the description of the Company's Common Stock is contained on the Company's
registration statement filed [].

All documents subsequently filed by the Company with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered thereby
have been sold or which de-registers all securities then remaining unsold, shall
be deemed incorporated by reference into this Registration Statement and to be
part hereof from the date of filing of such documents. Any statement contained
herein, or in a document or in a document all or part of which is incorporated
herein by reference, shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained herein,
or in any other subsequently filed document which is or is deemed to be
incorporated herein by reference herein, modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute part of this registration statement.

ITEM 4:
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

      Certain legal matters with respect to the Common Stock offered hereby will
be passed upon for the Company by Lee D. Williams, Esq., counsel to the Company.
Mr. Williams has no beneficial interest in the Company.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

      The Certificate of Incorporation of the Company provides that all
directors, officers, employees and agents of the Company shall be entitled to be
indemnified by the Company to the fullest extent permitted by law. The
Certificate of Incorporation also provides as follows:

      The corporation shall, to the fullest extent permitted by the Act, as the
same may be amended and supplemented, indemnify all directors, officers,
employees, and agents of the corporation whom it shall have power to indemnify
thereunder from and against any and all of the expenses, liabilities, or other
matters referred to therein or covered thereby.

      Such right to indemnification or advancement of expenses shall continue as
to a person who has ceased to be a director, officer, employee, or agent of the
corporation, and shall inure to the benefit of the heirs, executives, and
administrators of such persons. The indemnification and advancement of expenses
provided for herein shall not be deemed exclusive of any other rights to which
those seeking indemnification or advancement may be entitled under any bylaw,
agreement, vote of stockholders or of disinterested directors or otherwise. The
corporation shall have the right to purchase and maintain insurance on behalf of
its directors, officers, and employees or agents to the full extent permitted by
the Act, as the same may be amended or supplemented.

      Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED:
Not applicable.

ITEM 8. EXHIBITS:
Not applicable.

ITEM 9. UNDERTAKINGS:
Not applicable.

                                   SIGNATURES

THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Westlake Village, State of California, on November
22, 2004,

(Registrant) MEMS USA, INC.
By (Signature and Title) /s/ Lawrence Weisdorn                Chief Executive Officer/Chairman
                         ---------------------------------------------------------------------
                         Lawrence Weisdorn

By (Signature and Title) /s/ James A. Latty                   President/Director
                         ---------------------------------------------------------------------
                         James A. Latty

By (Signature and Title) /s/ Daniel K. Moscaritolo            Chief Operating Officer/Director
                         ---------------------------------------------------------------------
                         Daniel K. Moscaritolo

By (Signature and Title) /s/ Richard York                     Chief Financial Officer
                         ---------------------------------------------------------------------
                         Richard York
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
By (Signature and Title) /s/ Lawrence Weisdorn                Chief Executive Officer/Chairman
                         ---------------------------------------------------------------------
                         Lawrence Weisdorn

By (Signature and Title) /s/ James A. Latty                   President/Director
                         ---------------------------------------------------------------------
                         James A. Latty

By (Signature and Title) /s/ Daniel K. Moscaritolo            Chief Operating Officer/Director
                         ---------------------------------------------------------------------
                         Daniel K. Moscaritolo
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Westlake Village, State
of California , on November 22, 2004, MEMS USA, Inc. 2004 Stock Option Plan
(Plan).
By (Signature and Title) /s/ Lawrence Weisdorn                Chief Executive Officer/Chairman
                         ---------------------------------------------------------------------
                         Lawrence Weisdorn