REGISTRATION RIGHTS AGREEMENT



      REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 27,

2006, between Mems USA, Inc., a Nevada corporation (the "Company"), and GCA

Strategic Investment Fund Limited (the "Fund").



      1.    INTRODUCTION.



            1.1   SECURITIES PURCHASE AGREEMENT. The Company and the Fund have

today executed that certain Securities Purchase Agreement (the "Securities

Purchase Agreement"), pursuant to which the Company has agreed, among other

things, to issue (the "Offering") up to an aggregate of Three Million Five

Hundred Thirty Thousand Dollars ($3,530,000) (U.S.) principal amount of

Convertible Notes of the Company (the "Notes") to the Fund or its successors,

assigns or transferees (collectively, the "Holders"). The Notes are convertible

into an indeterminable number of shares (the "Note Conversion Shares") of the

Company's common stock par value, $0.001 per share (the "Common Stock") pursuant

to the terms of the Notes. In addition, pursuant to the terms of the Securities

Purchase Agreement and the transactions contemplated thereby, the Company has

agreed to issue to the Fund Common Stock Purchase Warrants exercisable for

1,000,000 shares of the Company's Common Stock and to Global Capital Advisors,

LLC ("GCA") Common Stock Purchase Warrants exercisable for 500,000 shares of the

Company's Common Stock (the "Warrant Shares"). The number of Note Conversion

Shares and Warrant Shares is subject to adjustment upon the occurrence of stock

splits, recapitalizations and similar events occurring after the date hereof.



            1.2   DEFINITION OF SECURITIES. The Note Conversion Shares and the

Warrant Shares are herein referred to as the "Securities."



            1.3   NATIONAL MARKET REPRESENTATION. The Company represents and

warrants that the Company's Common Stock is currently eligible for trading on

the Over-the-Counter Bulletin Board ("OTCBB") operated and maintained by the

National Association of Securities Dealers ("NASD") under the symbol "MEMS."

Certain capitalized terms used in this Agreement are defined in Section 3

hereof; references to sections shall be to sections of this Agreement.



      2.    REGISTRATION UNDER SECURITIES ACT, ETC.



            2.1   MANDATORY REGISTRATION.



                  (A)   REGISTRATION OF REGISTRABLE SECURITIES. The Company

shall prepare and file on or before the 60th day following the date hereof (the

"Filing Date") a registration statement (the "Registration Statement") to

register no less than 10,000,000 shares of Common Stock covering the resale of

the Registrable Securities. The Company shall use its best efforts to cause the

Registration Statement to be declared effective by the Commission on the earlier

of (i) 90 days following the date hereof, (ii) ten (10) days following the

receipt of a "No Review" or similar letter from the Commission or (iii) the

first business day following the day the Commission determines the Registration

Statement eligible to be declared effective (the "Required Effectiveness Date").

Nothing contained herein shall be deemed to limit the number of Registrable

Securities to be registered by the Company hereunder. As a result, should the

Registration Statement not relate to the maximum number of Registrable

Securities acquired by (or potentially acquirable by) the Holders thereof upon

conversion of the Notes, or exercise of the Common Stock Purchase Warrants

described in Section 1 above, the Company shall be required to promptly file a

separate registration statement (utilizing Rule 462 promulgated under the

Securities Act, where applicable) relating to such Registrable Securities which

then remain unregistered. The provisions of this Agreement shall relate to any

such Registration Statement and any such separate registration statement as if

it were an amendment to the Registration Statement.



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                  (B)   REGISTRATION STATEMENT FORM. Registrations under this

Section 2.1 shall be on Form S-3, SB2 or such other appropriate successor

registration form of the Commission as shall permit the disposition of such

Registrable Securities in accordance with the intended method or methods of

disposition specified by the Fund; provided, however, such intended method of

deposition shall not include an underwritten offering of the Registrable

Securities.



                  (C)   EXPENSES. The Company will pay all Registration Expenses

in connection with any registration required by this Section 2.1.



                  (D)   EFFECTIVE REGISTRATION STATEMENT. A registration

pursuant to this Section 2.1 shall not be deemed to have been effected (i)

unless a registration statement with respect thereto has become effective within

the time period specified herein, provided that a registration which does not

become effective after the Company filed a registration statement with respect

thereto solely by reason of the refusal to proceed of any holder of Registrable

Securities (other than a refusal to proceed based upon the advice of counsel in

the form of a letter signed by such counsel and provided to the Company relating

to a disclosure matter unrelated to such holder) shall be deemed to have been

effected by the Company unless the Holders of the Registrable Securities shall

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