SALES AGENCY AGREEMENT

                                                                    Exhibit 10.1


                             SALES AGENCY AGREEMENT

                                 MEMS USA, INC.

                                                                 August 22, 2005


S.W. Bach & Company.
6 Harbor Park Drive
Port Washington, New York 11050


                       Private placement of up to $3,000,000 of units, each unit
                       consisting of one share of common stock and one warrant
                       to acquire one share of common stock (hereafter
             Re:       referred to as a "Unit")

Ladies and Gentleman:

      MEMS USA, Inc., a corporation organized under the laws of Nevada (the
"Company"), pursuant to the terms and conditions set forth below, hereby engages
S.W. Bach & Company (the "Placement Agent") to undertake to use its "reasonable
best efforts" to offer and sell up to $3,000,000 of Units at $1.50 per Unit (the
"Offering"). Each Unit shall consist of one share of the Company's common stock
(a "Share"), and a warrant with a five year term ("Warrant") to acquire an
additional Share at $2.25 per Share. The minimum number of Units for which the
Placement Agent shall attempt to sell hereunder shall be $412,500 of Units (the
"Minimum Number of Units"), and the maximum number of Units to be sold hereunder
shall be $3,000,000 of Units (the "Maximum Number of Units"). The Company
desires to offer and sell the Units only to accredited investors as such term is
defined in Regulation D under the Securities Act of 1933, as amended
("Regulation D under the Securities Act"), and Rule 501 promulgated by the
Securities and Exchange Commission (the "Commission") thereunder. The Company
understands that, in soliciting purchasers of Units and in assuming its other
obligations hereunder, the Placement Agent will be acting solely as agent for
the Company, and not as principal, and that the Placement Agent's responsibility
is limited to acting on a "reasonable best efforts" basis under the
circumstances in attempting to arrange the sale of Units, with no understanding,
expressed or implied, of a commitment on the Placement Agent's part to
underwrite or purchase the Units.

      1. Representation, Warranties and Covenants of the Company. The Company
hereby represents and warrants as follows:

            (a) The Company will be solely responsible for the preparation and
contents of a private placement memorandum (the "Offering Memorandum") and any
and all other written or oral communications provided by or on behalf of the
Company to any actual or prospective purchaser of the Units, and the Company
represents and warrants that, on preparation and at each Closing Date (as such
term is defined below) the Offering Memorandum and such other communications
will not, as of the date of the offer or sale of the Units, contain any untrue
statement of a material fact or omit to state of material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the circumstances under which they were made, not misleading provided, however,
that the representation and warranty in this subparagraph shall not apply to
statements in, or omissions from, the Offering Memorandum made in reliance upon
and in conformity with information specifically furnished in writing to the
Company by or on behalf of the Placement Agent for use in the Offering
Memorandum.


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<PAGE>

      With respect to the financial projections to be contained in the Offering
Memorandum (the "Projections"), the Company represents and warrants that the
Projections will be made by the Company with a reasonable basis and in good
faith and that the Projections will represent the Company's best then available
estimate and judgment as to the future financial performance of the Company
based on the assumptions to be disclosed therein, which assumptions will be all
the assumptions that are material in forecasting the financial results of the
Company and which will reflect the Company's best then available estimate of the
events, contingencies and circumstances described therein. The Company
authorizes the Placement Agent to provide the Offering Memorandum to prospective
purchasers of the Units. If at any time prior to the completion of the offer and
sale of the Units an event occurs that would cause the Offering Memorandum (as
supplemented or amended) to contain an untrue statement of a material fact or to
omit to state a material fact necessary in order to make statements therein, in
light of the circumstances under which they were made, not misleading, or that
would cause a material change in the Company's view of the likelihood of
achievement of the Projections or the reasonableness of the underlying
assumptions, then the Company will immediately notify the Placement Agent of
such event and will suspend solicitations of the prospective purchasers of the
Units until such time as the Company shall prepare a supplement or amendment to
the Offering Memorandum that corrects such statement or omission or revises the
Projections or such assumptions. The Company shall also prepare forms of
necessary and appropriate purchase, subscription and other agreements and
documents, containing terms and conditions customary for private placements, to
be entered into by the Company and purchasers of Units, which forms shall be
provided to prospective purchasers only upon the review and approval of both the
Company and the Placement Agent.

            The Offering Memorandum shall consist of, among other documents, a
copy of the Company's Annual Report on Form 10-KSB for the year ended September
30, 2004 (the "Form 10-KSB").

            (b) The financial statements and schedules included in the Offering
Memorandum will upon preparation and on each Closing Date present fairly the
financial condition, results of operations and changes in financial condition of
the Company on the dates thereof and for the periods indicated and have been
prepared in accordance with generally accepted accounting principles applied on
a consistent basis throughout the periods indicated, except that the financial
statements included in the Form 10-QSB that is part of the Offering Memorandum
are subject to normal year-end adjustments and lack footnotes and other
presentation items.

            (c) The Company is current on any and all of its filings with the
Commission and the Form 10-KSB and each Form 10-QSB, when they were filed with
or provided to the Commission, conformed in all material respects to the
requirements of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations of the Commission thereunder, and, when
they were filed with or provided to the Commission, none of such documents
contained an untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading.


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<PAGE>

            (d) On each Closing Date, the Company will be deemed to represent
that since the respective dates as of which information is given in the Offering
Memorandum, there has not been any material adverse change in the business,
properties, financial condition or results of operations of the Company, whether
or not arising from transactions in the ordinary course of business, other than
as set forth in the Offering Memorandum, and since such dates, the Company has
not entered into any material transaction not referred to in the Offering
Memorandum.

            (e) The Company has been duly incorporated and validly exists as a
corporation in good standing under the laws of its jurisdiction of
incorporation, has full corporate power and authority to own or lease its
properties and conduct its business as described in the Offering Memorandum and
as being conducted. The Company is duly registered and qualified as a foreign
corporation for the transaction of business in each jurisdiction where such
qualification is required by reason of the owning or leasing of property or the
conducting of business and in which the failure to be so qualified would have a
material adverse effect upon the Company.

            (f) As of August 15, 2005, the Company had 100,000,000 and
17,404,198 Shares authorized and issued, respectively. The Company is not a
party to or bound by any, instrument, agreement or other arrangement providing
for the Company to issue any capital stock, rights, warrants, options or other
securities, except for this Agreement and as described in the Offering
Memorandum. Since July 18, 2005, the Company has not issued any shares of
capital stock or rights, warrants or options to acquire shares of its capital
stock, other than options granted to or shares issued pursuant to the exercise
of outstanding options held by employees, consultants or directors of, or
service providers to, the Company. The outstanding shares of the Company's
Common Stock (the "Outstanding Shares") have been duly authorized and are
validly issued, fully paid and nonassessable. The Outstanding Shares have been
issued in compliance with all applicable securities laws.

            (g) The Shares and the Shares issuable upon the exercise of the
Warrant ("Warrant Shares") have been duly and validly authorized and, when
issued and delivered against payment therefor as provided herein and in the
Warrants, respectively, will be validly issued, fully paid and nonassessable.
The Warrants have been duly and validly authorized and, when issued and
delivered as provided herein, will constitute valid and binding obligations of
the Company. A sufficient number of Warrant Shares have been reserved for
issuance upon exercise of the Warrants. No preemptive rights or other rights to
subscribe for or purchase exist with respect to the issuance and sale of the
Shares, the Warrants or the Warrant Shares.

            (h) This Agreement has been duly authorized, executed and delivered
by the Company and, assuming the due authorization, execution and delivery by
the Placement Agent, constitutes a valid and legally binding agreement of the
Company enforceable against the Company in accordance with its terms, except as
enforceability may be limited by general equitable principles, or bankruptcy,
insolvency, reorganization, moratorium or other laws affecting creditors' rights
generally, and except as rights to indemnity or contribution for liabilities
arising under the Securities Act may be limited by applicable law.


                                      -3-
<PAGE>

            (i) The Company is not, or with the giving of notice or lapse of
time would be, in violation of or in default under, nor will the execution or
delivery of this Agreement, or the issuance and sale of the Shares, Warrants or
the Warrant Shares or the consummation of the transactions contemplated hereby,
result in a violation of or constitute a default under, the certificate of
incorporation, bylaws or other governing documents of the Company or any
agreement to which the Company is a party or by which it is bound, or to which
any of its respective properties is subject, except where such violation or
default would not have a material adverse effect on the business condition of
the Company. The performance by the Company of its obligations hereunder will
not violate any law, rule, administrative regulation or decree of any court, or
any governmental agency or body having jurisdiction over the Company, or any of
its respective properties, or result in the creation or imposition of any lien,
charge, claim or encumbrance upon any property or asset of the Company, except
where such violation or lien, charge, claim or encumbrance would not have a
material adverse effect on the business condition of the Company. No consent,
approval, authorization or order of any court, governmental agency or body, or
other third party, is required in connection with the issuance of the Shares,
Warrants or the Warrant Shares and the consummation of the transactions
contemplated by this Agreement, except such as may be required under applicable
state securities laws. .

            (j) The Company owns, or has valid rights to use, all items of real
and personal property which are material to the business of the Company, free
and clear of all liens, encumbrances and claims which materially interfere with
the business, properties, financial condition or results of operations of the
Company.

            (k) The Company has no knowledge of any material infringement by it
of any trademark, trade name, service mark, service name, copyright, license,
patent, trade secret or other similar right of others (collectively, the
"Intellectual Property Rights"), and, except as shall be described in the
Offering Memorandum, there has been no claim made relating to such Intellectual
Property Rights against the Company which is reasonably likely to have a
material adverse effect on the condition, business, or results of operations of
the Company.

            (l) Except as shall be described in the Offering Memorandum, there
is no litigation or governmental proceeding to which the Company is a party or
which any property of the Company is subject or which is pending, or to the
knowledge of the Company, contemplated against the Company which is reasonably
likely to result in any material adverse change in the business, properties,
financial condition, or results of operations of the Company.

            (m) The Company has not been advised and has no reason to believe it
is in violation of any applicable law, statute, ordinance, rule, regulation,
order or decree of any court, governmental body or regulatory authority or
administrative agency having jurisdiction over the Company or any of the
property or assets of the Company (including, without limitation, any such law,
statute, ordinance, rule, regulation, order or decree with respect to
environmental protection or the release, handling, treatment, storage or
disposal of hazardous substances or toxic wastes) which violation, individually
or in the aggregate, would have a material adverse effect on the general
affairs, business, financial condition, stockholders' equity, or results of
operations of the Company. Neither the Company, its officers nor its directors
have taken any action relating directly to the Offering which would constitute a
material violation of federal, foreign or, to its knowledge, state securities
laws or regulations.


                                      -4-
<PAGE>

            (n) Except as the Company has previously disclosed in writing to the
Placement Agent, neither the execution of this Agreement nor the consummation of
the transactions contemplated hereby will result in the Company owing a fee or a
commission to anyone other than the Placement Agent.

            (o) The Company has filed all material federal, state and foreign
income and franchise tax returns or extensions for filing thereof required to be
filed as of the date hereof, and has paid or accrued all taxes shown as due
thereon; and the Company has no knowledge of any tax deficiency which has been
or might be asserted or threatened against the Company which would materially
and adversely affect the business, operations or properties of the Company.

            (p) All material transactions between the Company and the officers,
directors and beneficial holders of 5% or more of the outstanding Shares of the
Company will be accurately disclosed in the Offering Memorandum and the terms of
each such transaction are fair to the Company and no less favorable to the
Company than the terms that could have been obtained from unrelated parties,
except as disclosed in the Offering Memorandum.

            (q) The Company maintains insurance of the types and in the amounts
which it deems adequate for its business, including, but not limited to, general
liability insurance and insurance covering all material interests in real and
personal property owned or leased by the Company against theft, damage,
destruction, acts of vandalism and all other risks customarily insured against,
all of which insurance is in full force and effect.

            (r) The Company has not distributed and during the Offering Period
(as such term is defined below) will not distribute any offering material in
connection with the offer and sale of the Units other than the Offering
Memorandum and any other materials permitted by state Blue Sky laws and
delivered to the Placement Agent in advance. During the Offering Period, the
Company shall not, and shall not permit its affiliates or its or their officers,
directors, employees or representatives to, directly or indirectly, (i) offer
any Units or other securities for sale to, or solicit any offer to purchase any
Units or other securities from, or otherwise contact, discuss or negotiate with
respect to any offer or sale of any Units or other securities with, any person,
(ii) authorize anyone other than the Placement Agent to act on behalf of the
Company to place any Units or other securities or (iii) have any discussions or
negotiations with any person other than the Placement Agent with respect to
engaging such person as a finder, broker, dealer, agent or financial advisor in
connection with any sale of securities. The Company shall, and shall cause its
affiliates and its and their officers, directors, employees and representatives
to, promptly refer to the Placement Agent any and all offers, inquiries and
proposals relating to any securities received at any time during the term of
this Agreement.

            (s) Assuming that each purchaser of Units in the Offering is an
"accredited investor" as that term is defined in Regulation D and that the
Placement Agent and participating selected dealers do not engage in any "general
solicitation" as that term is defined under Regulation D, the offer and sale of
the Shares, Warrants and Warrant Shares making up the Units are exempt from
registration pursuant to Section 4(2) and Regulation D under the Securities Act.


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<PAGE>

            (t) The Company will fully cooperate with the Placement Agent in any
due diligence investigation reasonably requested by it with respect to the
proposed offer and sale of the Units and will furnish the Placement Agent with
all such information, including financial statements, with respect to the
business, operations, assets, liabilities, financial condition and prospects of
the Company as the Placement Agent may reasonably request in order to make a
final determination as to whether to proceed with the Offering and, if the
Offering proceeds, for use in connection with the offering of the Units. The
Placement Agent and its agents may each rely upon the accuracy and completeness
of all such information and the Company acknowledges that neither the Placement
Agent nor any of its officers, directors, employees, representatives or agents
has been retained to independently verify any of such information. In connection
with the diligence to be performed by the Placement Agent, the Company will
provide the Placement Agent with complete access to the officers, directors,
employees, agents and representatives of the Company.

      2. Appointment of Placement Agent; Offer and Sale of the Units.

            (a) The Company hereby appoints you as the exclusive Placement Agent
to offer and sell the Units on the terms and conditions set forth herein and to
be set forth in the Offering Memorandum. Subject to your agreement to proceed
after completion of your due diligence your appointment as Placement Agent
hereunder shall terminate upon the completion or termination of the Offering, as
more fully described below.

      As Placement Agent, upon your written acceptance of the Offering
Memorandum and further agreement to proceed hereunder utilizing such, you shall
offer and sell the Units for the Company upon the terms and conditions set forth
in the Offering Memorandum and the Subscription Agreement (as such term is
defined below).

      For purposes of this Agreement, the Offering will be deemed to have
commenced upon your agreement to proceed after completion of due diligence and
delivery to you of copies of the Offering Memorandum in form acceptable to you
and will terminate upon the first to occur (the "Termination Date") of: (i) the
failure of the Company to meet the conditions of the Initial Closing (as such
term is defined below); (ii) the sale of the Maximum Number of Units; or (iii)
November 22, 2005; provided, however, that the Company and the Placement Agent
may mutually agree to extend the Offering through December 22, 2005 to a date to
be agred upon. The period beginning the date on which the Offering was deemed to
have commenced and ending on the Termination Date shall be referred to herein as
the "Offering Period."

      Subject to the performance by the Company of all of its material
obligations to be performed hereunder, your acceptance of the Offering
Memorandum and to the completeness and accuracy of all representations,
warranties and covenants of the Company contained herein, you hereby accept such
agency and agree on the terms and conditions herein set forth: (i) in your sole
discretion to form and manage a group of securities broker-dealers (the
"Selected Dealers") selected by you, each of which shall be a member of the
National Association of Securities Dealers, Inc., and to cause each Selected
Dealer to enter into a Selected Dealer Agreement in a customary form; and (ii)
in conjunction with such Selected Dealers, if any, to use your best efforts
during the Offering Period to find subscribers for the Units.


                                      -6-
<PAGE>

      In carrying out the transactions contemplated by this Agreement, you have
observed and will observe and comply with: (A) all applicable securities laws,
regulations, rules and ordinances in any jurisdiction in which the Units may be
offered, sold or delivered (including those rules and regulations imposed by
Regulation D and Rule 506 thereunder); and (B) all applicable regulations and
rules of the National Association of Securities Dealers, Inc.; provided,
however, that except as specifically provided in this Agreement and except for
information as may be provided by you without prior review and approval by the
Company, you assume no responsibility for the accuracy or completeness of the
information contained in the Offering Memorandum or provided to subscribers in
connection with their investment decisions. In addition, in connection with the
Offering, you have not engaged in any form of general solicitation or general
advertising within the meaning of Rule 502(c) under the Securities Act,
including, but not limited to, any advertisement, notice or other communication
published in any newspaper, magazine or similar media or broadcast over
television or radio or any seminar or meeting whose attendees had been invited
by a general solicitation or general advertising.

      Subject to earlier termination as provided herein, your agency hereunder
shall continue until the termination of the Offering Period. In the event that
the Offering is commenced and subscriptions for at least the Minimum Number of
Units are not received and accepted by the Company on or before November 22,
2005, which date may be extended by the Company and the Placement Agent through
December 22, 2005, all funds received from subscribers shall be returned in
full, without interest earned thereon, and your agency and this Agreement shall
terminate without obligations on your part or on the part of the Company, except
as provided in Section 9 of this Agreement.

            (b) Each subscriber for Units will be required to complete and
execute a Subscription Agreement in the form attached hereto as Exhibit B (the
"Subscription Agreement"). All Subscription Agreements received by the Placement
Agent promptly shall be transmitted to the Company at the address set forth in
Section 11 hereof, or at such other place as shall be agreed upon between the
Company and the Placement Agent. Each Subscription Agreement must be accompanied
by payment in full for the Units subscribed for. All payments for Units in the
form of a check, draft or money order must be made payable to "MEMS, Inc. Escrow
Account" and all payments for Units in the form of a wire transfer must be made
in accordance with the wire transfer instructions attached to or included as
part of the Escrow Agreement, (as such term is defined below), until otherwise
directed by the Placement Agent.

            (c) Except as otherwise agreed in writing by you and the Company,
all funds for subscriptions for Units received by the Placement Agent or any
Selected Dealer shall be deposited in an escrow account maintained with U.S.
Bank National Association or such other escrow agent agreed upon by the
Placement Agent (the "Escrow Agent") and held by the Escrow Agent upon the terms
and conditions of the Escrow Agreement to be entered into among the Company, the
Escrow Agent and the Placement Agent (the "Escrow Agreement"). Except as
otherwise agreed in writing by you and the Company, you will transmit to the
Escrow Agent for deposit in the escrow account all subscribers' payments for
Units payable as provided in Section 2(b) above by noon on the next business day
after your receipt thereof. You agree that any subscriber's payment received by
you which is payable other than as is provided in Section 2(b) above will be
returned by you directly to the subscriber not later than the end of the next
business day following your receipt thereof with instructions as to the proper
party to whom said payment should be made. The Company shall be responsible for
any and all fees and expenses of the Escrow Agent.


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<PAGE>

            (d) All sales of Units are conditioned upon the receipt and
acceptance by the Company of subscriptions for the Minimum Number of Units on or
before November 22, 2005, which date may be extended by mutual agreement of the
Company and the Placement Agent through December 22, 2005. Subject to the
satisfaction of the foregoing, and the other terms and conditions of this
Agreement, as soon as practicable after notice from the Escrow Agent to the
Company and you that it has funds deposited in the escrow account which have
cleared the collection process representing the proceeds from the sale of at