Exhibit 4.1



                    STOCK PURCHASE AND REGISTRATION AGREEMENT
                    -----------------------------------------

     This STOCK PURCHASE AND REGISTRATION AGREEMENT (this "AGREEMENT"), dated as
of November 7, 2003, by and among GENUS, INC., a corporation organized under the
laws  of  the  State  of  California  (the  "COMPANY"),  and the purchasers (the
"PURCHASERS")  set  forth on the execution pages hereof (the "EXECUTION PAGES").

     WHEREAS:

     A.     The  Company  and  each  Purchaser are executing and delivering this
Agreement  in  reliance upon the exemption from securities registration afforded
by the provisions of Regulation D ("REGULATION D"), as promulgated by the United
States  Securities  and Exchange Commission (the "SEC") under the Securities Act
of  1933,  as  amended  (the  "SECURITIES  ACT").

     B.     Each  Purchaser  desires  to  purchase,  severally  and not jointly,
subject  to  the  terms  and  conditions stated in this Agreement, shares of the
Company's  common  stock,  no  par  value  (the  "COMMON  STOCK").

     C.     The  Company has agreed to provide certain registration rights under
the  Securities  Act  and  the rules and regulations promulgated thereunder, and
applicable  state  securities  laws.

     NOW,  THEREFORE,  the  Company  and the Purchasers hereby agree as follows:

1.   CERTAIN DEFINITIONS.
     --------------------

     For purposes of this Agreement, the following terms shall have the meanings
ascribed  to  them  as  provided  below:

     "BUSINESS  DAY"  shall  be  each  Monday,  Tuesday, Wednesday, Thursday and
Friday  that  is  not  a  day  on which the banking institutions in the State of
California  are authorized or obligated by law or executive order to close or be
closed.

     "CLOSING  PRICE"  shall  be  $5.25.

     "INVESTMENT  AMOUNT"  shall  mean  the  dollar amount to be invested in the
Company  at  the Closing pursuant to this Agreement by a Purchaser, as set forth
on  the  Execution  Page  hereto  executed  by  such  Purchaser.

     "MATERIAL ADVERSE EFFECT" shall mean any material adverse effect on (i) the
Shares,  (ii)  the  ability  of the Company to perform its obligations hereunder
(including  the  issuance  of  the  Shares)  or


<PAGE>
(iii) the business, operations, properties or financial condition of the Company
and  its  subsidiaries,  taken  as  a  whole.

     "PLACEMENT  AGENT"  shall  mean  Halpern  Capital,  Inc.

     "PROSPECTUS"  shall  mean  the prospectus included in a Resale Registration
Statement,  as  amended  or supplemented by any prospectus supplement and by all
other  amendments thereto, including post-effective amendments, and all material
incorporated  by  reference  into  such  prospectus.

     "REGISTRABLE SHARES" or "SHARES" shall mean each of the shares of Common
Stock issued or issuable pursuant to this Agreement or as a result of any stock
split, stock dividend, recapitalization exchange or similar event without regard
to any limitations on conversions or exercises, until the earlier of:

               (i)       the  date  on  which  such  share  has been effectively
                         registered  under the Securities Act and disposed of in
                         accordance  with  the  Resale  Registration  Statement;

               (ii)      the  date  on  which  such  share  is  transferred  in
                         compliance  with  Rule  144 under the Securities Act or
                         may  be  sold  or transferred by a person who is not an
                         affiliate  of the Company pursuant to Rule 144(k) under
                         the Securities Act (or any other similar provision then
                         in  force);  or

               (iii)     the date on which  such  share ceases to be outstanding
                         (whether  as  a  result  of  redemption, repurchase and
                         cancellation  or  otherwise).

     "TRADING DAY" shall mean a day during which trading in securities generally
occurs  on  the  Nasdaq National Market or, if the Common Stock is not quoted on
the  Nasdaq  National  Market,  on  the  principal  other  national  or regional
securities  exchange  on which the Common Stock then is listed or, if the Common
Stock  is  not  listed  on  a  national  or regional securities exchange, on the
National  Association  of  Securities Dealers Automated Quotation System, on the
principal  other  market  on  which  the  Common Stock is then traded; provided,
however, that "Trading Day" shall not include any day (an "excluded day") during
which trading in the Common Stock is suspended for more than three hours between
9:30  a.m.  (New  York  time)  and  4:00  p.m.  (New  York  time).

2.     PURCHASE  AND  SALE  OF  SHARES.
       -------------------------------

     a.     Generally.  Except  as  otherwise  provided  in  this  Section 2 and
            ---------
subject to the satisfaction (or waiver) of the conditions set forth in Section 7
and  Section  8  below,  each  Purchaser  shall  purchase  the  number of Shares
determined  as  provided in this Section 2, and the Company shall issue and sell
such  number  of Shares to each Purchaser for such Purchaser's Investment Amount
as  provided  below.  The  Company's  agreement with each of the Purchasers is a
separate  agreement, and the sale of the Securities to each of the Purchasers is
a  separate  sale.


                                        2
<PAGE>
     b.     Number  of  Closing  Shares;  Form  of  Payment;  Closing  Date.
            ---------------------------------------------------------------

          (i)     On the Closing Date (as defined below), the Company shall sell
and each Purchaser shall buy the number of Shares as is equal to the quotient of
(A) such Purchaser's Investment Amount divided by (B) the Closing Price.  On the
Closing  Date,  each  Purchaser  shall  pay  the Company an amount equal to such
Purchaser's  Investment  Amount.

          (ii)     On  the Closing Date, each Purchaser shall pay its Investment
Amount by wire transfer to the Company, in accordance with the Company's written
wiring  instructions  against  delivery  of certificates representing the Shares
being  purchased  by  such  Purchaser, and the Company shall deliver such Shares
against  delivery  of  such  Purchaser's  Investment  Amount.

          (iii)     Subject  to  the  satisfaction (or waiver) of the conditions
thereto  set  forth  in  Section 7 and Section 8 below, the date and time of the
sale  of  the  Shares  pursuant to this Agreement (the "CLOSING") shall be 10:00
a.m.  California  time  on  November  7,  2003 or such other date or time as the
Placement  Agent  and  the  Company  may  mutually  agree ("CLOSING DATE").  The
Closing shall occur at the Palo Alto offices of Wilson Sonsini Goodrich & Rosati
("WSGR"),  or  at  such  other  place as the Placement Agent and the Company may
otherwise  mutually  agree.

3.   THE  PURCHASER'S  REPRESENTATIONS  AND  WARRANTIES.
     --------------------------------------------------

     Each  Purchaser  severally  and  not jointly represents and warrants to the
Company  as  follows:

     a.     Purchase  for  Own  Account.  The Purchaser is purchasing the Shares
            ---------------------------
for  the  Purchaser's  own  account  and  not  with  a  present view towards the
distribution  thereof.  The  Purchaser  understands that the Purchaser must bear
the  economic  risk  of  this  investment  indefinitely,  unless  the Shares are
registered pursuant to the Securities Act and any applicable state securities or
blue  sky laws or an exemption from such registration is available, and that the
Company  has  no  present intention of registering any such Shares other than as
contemplated  by  this Agreement.  Notwithstanding anything in this Section 3(a)
to  the contrary, by making the foregoing representation, the Purchaser does not
agree to hold the Shares for any minimum or other specific term and reserves the
right  to  dispose of the Shares at any time in accordance with or pursuant to a
registration  statement  or  an exemption from registration under the Securities
Act  and  any  applicable  state  securities  laws.

     b.     Information.  The  Purchaser  has  been  furnished  all  materials
            -----------
(excluding  any  material  nonpublic  information)  relating  to  the  business,
finances  and  operations  of  the  Company  and  its subsidiaries and materials
relating  to  the  offer  and sale of the Shares that have been requested by the
Purchaser.  The  Purchaser has been afforded the opportunity to ask questions of
the  Company  and  has  received  what the Purchaser believes to be satisfactory
answers  to any inquiries.  The Purchaser understands that its investment in the
Shares involves a high degree of risk.  Neither such inquiries nor any other due
diligence  investigation conducted by the Purchaser or its counsel or any of its
representatives  shall  modify, amend or affect the Purchaser's right to rely on
the Company's representations and warranties contained in Section 4 below.


                                        3
<PAGE>
     c.     Governmental  Review.  The  Purchaser  understands  that  no  United
            --------------------
States  federal  or  state agency or any other government or governmental agency
has passed upon or made any recommendation or endorsement of the Shares.

     d.     Authorization;  Enforcement.  The  Purchaser has the requisite power
            ---------------------------
and authority to enter into and perform its obligations under this Agreement and
to  purchase the Shares in accordance with the terms hereof.  This Agreement has
been  duly  and  validly  authorized,  executed  and  delivered on behalf of the
Purchaser  and  is  a  valid  and binding agreement of the Purchaser enforceable
against  the  Purchaser  in  accordance  with  its  terms, subject to applicable
bankruptcy,  insolvency,  reorganization,  moratorium,  fraudulent  transfer and
other  laws  affecting  creditors'  rights and remedies generally and to general
principles  of  equity  (regardless  of  whether  enforcement  is  sought  in  a
proceeding  at  law  or  in  equity).

     e.     Transfer  or  Resale.  The  Purchaser understands that (i) except as
            --------------------
provided  in  Section  5 of this Agreement, the Shares have not been and are not
being  registered under the Securities Act or any state securities laws, and may
not  be  transferred  unless  (a) subsequently registered thereunder, or (b) the
Purchaser  shall  have delivered to the Company an opinion of counsel reasonably
acceptable  to  the Company (which opinion shall be in form, substance and scope
customary for opinions of counsel in comparable transactions) to the effect that
the  Shares  to  be  sold  or  transferred  may  be sold or transferred under an
exemption  from  such  registration,  and (ii) neither the Company nor any other
person  is under any obligation to register such Shares under the Securities Act
or  any  state securities laws or to comply with the terms and conditions of any
exemption thereunder, in each case, other than pursuant to this Agreement.

     f.     Legends.  The  Purchaser  understands  that,  until  the  end of the
            -------
holding  period  under  Rule  144(k)  of  the  Securities  Act (or any successor
provision)  with  respect  to the Shares, any stock certificate representing the
Shares  shall  bear  a  legend  in  substantially  the  following  form:

             THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
             BEEN  REGISTERED  UNDER  THE SECURITIES ACT OF 1933, AS
             AMENDED,  OR  THE  SECURITIES  LAWS OF ANY STATE OF THE
             UNITED  STATES.  THE  SECURITIES REPRESENTED HEREBY MAY
             NOT  BE  OFFERED OR SOLD IN THE ABSENCE OF AN EFFECTIVE
             REGISTRATION  STATEMENT  FOR  THE  SECURITIES  UNDER
             APPLICABLE  SECURITIES  LAWS  UNLESS  OFFERED,  SOLD OR
             TRANSFERRED  UNDER  AN  AVAILABLE  EXEMPTION  FROM  THE
             REGISTRATION  REQUIREMENTS  OF  THOSE  LAWS.

     The  legend  set  forth above shall be removed and the Company shall within
three (3) Trading Days issue the Shares without such legend to the holder of the
Shares  upon  which  it  is  stamped,  (i)  if  such  Shares have been resold or
transferred  pursuant to the registration statement contemplated by Section 5 of
this  Agreement and the registration statement was effective at the time of such
transfer,  (ii)  if, in connection with a sale transaction, such holder provides
the  Company  with an opinion of counsel reasonably acceptable to the Company to
the  effect that a


                                        4
<PAGE>
public  sale,  assignment,  pledge or transfer of the Shares may be made without
registration  under the Securities Act, or (iii) upon expiration of the two-year
period  under  Rule  144(k)  of  the Securities Act (or any successor rule). The
Company  shall  not  require  such  opinion of counsel for the sale of Shares in
accordance  with  Rule  144  of  the  Securities  Act,  provided that the seller
provides  such  representations  that  the  Company  shall  reasonably  request
confirming  compliance  with  the  requirements  of  Rule  144.

     Such  Purchaser  understands  that, in the event Rule 144(k) as promulgated
under  the  Securities  Act  (or  any  successor  rule) is amended to change the
two-year  period  under  Rule  144(k)  (or  the  corresponding  period under any
successor  rule),  (i)  each reference in Section 3(f) of this Agreement to "two
(2)  years"  or  the  "two-year period" shall be deemed for all purposes of this
Agreement  to  be  references to such changed period, and (ii) all corresponding
references  in  the  Shares shall be deemed for all purposes to be references to
the  changed  period,  provided  that such changes shall not become effective if
they  are  otherwise prohibited by, or would otherwise cause a violation of, the
then-applicable  federal  securities  laws.

     g.     Investor  Status.  The  Purchaser is an "accredited investor" within
            ----------------
the  meaning  of  Rule  501 Regulation D under the Securities Act. In the normal
course  of  its  business,  it invests in or purchases securities similar to the
Shares  and  it  has  such  knowledge  and  experience in financial and business
matters  as  to  be capable of evaluating the merits and risks of purchasing the
Shares.

4.   REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.
     --------------------------------------------------

     The Company represents and warrants to each Purchaser as follows:

     a.     Organization  and  Qualification.  Each  of  the  Company  and  its
            --------------------------------
subsidiaries  is a corporation duly organized and existing under the laws of the
jurisdiction  in which it is incorporated, and has the requisite corporate power
to own its properties and to carry on its business as now being conducted.  Each
of  the  Company and its subsidiaries is duly qualified as a foreign corporation
to do business and is in good standing in every jurisdiction in which the nature
of the business conducted by it makes such qualification necessary and where the
failure  so  to  qualify  would  have  a  Material  Adverse  Effect.

     b.     Authorization;  Enforcement.  (i)  The  Company  has  the  requisite
            ---------------------------
corporate  power  and  authority to enter into and perform its obligations under
this  Agreement,  to  issue  and  sell  the  Shares in accordance with the terms
hereof;  (ii)  the  execution, delivery and performance of this Agreement by the
Company  and  the  consummation  by  it  of the transactions contemplated hereby
(including, without limitation, the reservation for issuance and issuance of the
Shares)  have  been  duly  authorized by the Company's Board of Directors and no
further  consent  or authorization of the Company, its Board of Directors or its
shareholders  is  required;  (iii)  this  Agreement  has  been duly executed and
delivered  by  the  Company;  and  (iv)  this  Agreement constitutes a valid and
binding  obligation of the Company enforceable against the Company in accordance
with  its  terms,  subject to applicable bankruptcy, insolvency, reorganization,
moratorium,  fraudulent  transfer and other laws affecting creditors' rights and
remedies  generally  and  to general principles of equity (regardless of whether
enforcement  is  sought  in  a  proceeding  at  law  or  in  equity).


                                        5
<PAGE>
     c.     Capitalization.  The  capitalization  of the Company and each of its
            --------------
subsidiaries  as of the date hereof is set forth on Schedule 4(c), including the
                                                    -------------
authorized  capital  stock,  the  number  of  shares issued and outstanding, the
number  of  shares  issuable and reserved for issuance pursuant to the Company's
stock  option  plans,  the  number  of shares issuable and reserved for issuance
pursuant  to securities exercisable for, or convertible into or exchangeable for
any  shares  of  capital stock.  All of such outstanding shares of the Company's
capital  stock  have  been, or upon issuance will be, validly issued, fully paid
and  nonassessable.  Except  as set forth on Schedule 4(c), no shares of capital
                                             -------------
stock  of  the  Company  (including  the  Shares) or any of the subsidiaries are
subject  to preemptive rights or any other similar rights of the shareholders of
the  Company  or  any  liens  or  encumbrances.  Except  for  the  Shares and as
disclosed  in  Schedule 4(c), as of the date of this Agreement, (i) there are no
               -------------
outstanding  options,  warrants,  scrip,  rights  to  subscribe  to,  calls  or
commitments  of  any  character  whatsoever  to  which the Company or any of the
subsidiaries  is  a  party relating to the issuance by the Company or any of its
subsidiaries  of  securities  or  rights  convertible  into  or  exercisable  or
exchangeable  for,  any  shares  of  capital  stock of the Company or any of its
subsidiaries, or arrangements by which the Company or any of its subsidiaries is
or  may  become bound to issue additional shares of capital stock of the Company
or  such  subsidiaries,  and  (ii) there are no agreements or arrangements under
which  the  Company or any of its subsidiaries is obligated to register the sale
of  any  of  its  or  their  securities  under  the  Securities  Act  (except as
contemplated  by  this  Agreement).  Except as set forth on Schedule 4(c), there
                                                            -------------
are  no  securities or instruments containing antidilution or similar provisions
that may be triggered by the issuance of the Shares in accordance with the terms
of  this  Agreement  and the holders of the securities and instruments listed on
such  Schedule 4(c) have waived any rights they may have under such antidilution
      -------------
or  similar  provisions  in  connection  with  the  issuance  of  the  Shares in
accordance  with the terms of this Agreement.  The Company has made available to
each  Purchaser  true  and  correct  copies  of  the  Company's  Articles  of
Incorporation as in effect on the date hereof ("ARTICLES OF INCORPORATION"), the
Company's  By-laws as in effect on the date hereof (the "BY-LAWS") and all other
instruments  and agreements governing securities convertible into or exercisable
or  exchangeable  for  capital  stock  of  the Company, except for stock options
granted  under  any  benefit  plan  of  the  Company.

     d.     Issuance  of Shares.  The Shares are duly authorized and when issued
            -------------------
and  paid for in accordance with the terms hereof, will be validly issued, fully
paid and non-assessable, and free from all taxes, liens, claims and encumbrances
(other  than  those imposed through acts or omissions of the Purchaser thereof),
and  will  not  be  subject  to  preemptive  rights  or  other similar rights of
shareholders  of  the  Company  and  will not impose personal liability upon the
holder  thereof.

     e.     No  Conflicts.  The  execution,  delivery  and  performance  of this
            -------------
Agreement  by  the  Company,  and  the  consummation  by  the  Company  of  the
transactions contemplated hereby (including, without limitation, the reservation
for issuance and issuance of the Shares) will not (i) conflict with or result in
a  violation  of the Articles of Incorporation or By-laws or (ii) conflict with,
or  constitute  a  default  (or  an event which, with notice or lapse of time or
both,  would  become  a  default)  under,  or  give  to  others  any  rights  of
termination, amendment, acceleration or cancellation of any agreement, indenture
or  instrument  to  which  the Company or any of its subsidiaries is a party, or
result  in  a  violation of any law, rule, regulation, order, judgment or decree
(assuming  the accuracy of the representations and warranties of the Purchasers)
of  the  United  States  federal  and  state  securities


                                        6
<PAGE>
laws  and regulations applicable to the Company or any of its subsidiaries or by
which  any  property or asset of the Company or any of its subsidiaries is bound
or  affected (except, with respect to clause (ii), for such conflicts, defaults,
terminations,  amendments,  accelerations, cancellations and violations as would
not,  individually or in the aggregate, have a Material Adverse Effect). Neither
the  Company  nor  any  of  its  subsidiaries is in violation of its Articles of
Incorporation,  By-laws  and  other  organizational  documents  and  neither the
Company  nor  any  of  its subsidiaries is in default (and no event has occurred
which, with notice or lapse of time or both, would put the Company or any of its
subsidiaries  in  default) under, nor has there occurred any event giving others
(with  notice  or  lapse  of time or both) any rights of termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which
the Company or any of its subsidiaries is a party, except for actual or possible
violations,  defaults  or rights as would not, individually or in the aggregate,
have  a  Material  Adverse  Effect.  The  businesses  of  the  Company  and  its
subsidiaries  are  not  being  conducted  in  violation of any law, ordinance or
regulation of any governmental entity, except for actual or possible violations,
if any, the sanctions for which either singly or in the aggregate would not have
a Material Adverse Effect. Except as specifically contemplated by this Agreement
and  as  required  under  the Securities Act and any applicable state securities
laws, the Company is not required to obtain any consent, approval, authorization
or  order of, or make any filing or registration with, any court or governmental
agency  or  any regulatory or self regulatory agency in order for it to execute,
deliver  or  perform  any  of its obligations under this Agreement in accordance
with  the  terms  hereof.  The  Company  is  not  in  violation  of  the listing
requirements  of The Nasdaq Stock Market and does not reasonably anticipate that
the  Common Stock will be delisted by The Nasdaq Stock Market in the foreseeable
future  based  on  its  rules  as  currently  in  effect.

     f.     SEC  Documents;  Financial  Statements.  Since  January 1, 2002, the
            --------------------------------------
Company  has  timely  filed  all reports, schedules, forms, statements and other
documents  required  to  be  filed by it with the SEC pursuant to the Securities
Exchange  Act  of  1934,  as  amended  (the  "EXCHANGE  ACT"), and has filed all
registration  statements and other documents required to be filed by it with the
SEC pursuant to the Securities Act (all of the foregoing filed prior to the date
hereof, and all exhibits included therein and financial statements and schedules
thereto  and  documents  incorporated  by  reference  therein, being hereinafter
referred  to  as  the  "SEC DOCUMENTS").  The Company has made available to each
Purchaser true and complete copies of the SEC Documents, except for the exhibits
and  schedules  thereto  and  the  documents  incorporated therein.  As of their
respective dates, the SEC Documents complied as to form with the requirements of
the  Exchange  Act  or the Securities Act, as the case may be, and the rules and
regulations  of  the SEC promulgated thereunder applicable to the SEC Documents,
and  none  of  the  SEC  Documents,  at  the  time they were filed with the SEC,
contained any untrue statement of a material fact or omitted to state a 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.  Any  statements  made  in  any  such SEC Documents that are or were
required  to  be updated or amended under applicable law have been so updated or
amended.  As  of their respective dates, the financial statements of the Company
included  in  the  SEC  Documents complied as to form with applicable accounting
requirements  and the published rules and regulations of the SEC applicable with
respect  thereto.  Such  financial  statements  have been prepared in accordance
with  United  States  generally  accepted  accounting  principles,  consistently
applied,  during  the periods involved (except (i) as may be otherwise indicated
in  such  financial  statements  or  the  notes  thereto, or (ii) in the case of
unaudited  interim  statements,  to  the  extent  they  may  not


                                        7
<PAGE>
include  footnotes or may be condensed or summary statements) and fairly present
the  consolidated  financial  position of the Company and its subsidiaries as of
the  dates  thereof  and  the results of their operations and cash flows for the
periods  then ended (subject, in the case of unaudited statements, to normal and
recurring year-end audit adjustments). Except as set forth in the SEC Documents,
the  Company  has  no  liabilities,  contingent  or  otherwise,  other  than (i)
liabilities  incurred  in the ordinary course of business subsequent to the date
of  such  SEC  Documents  and  (ii)  obligations under contracts and commitments
incurred  in  the  ordinary  course of business and not required under generally
accepted  accounting  principles  to  be  reflected in such SEC Documents, which
liabilities and obligations referred to in clauses (i) and (ii), individually or
in  the  aggregate,  would  not  have  a  Material  Adverse  Effect.

     g.     Absence  of  Certain  Changes.  Except  as  disclosed  in  the  SEC
            -----------------------------
Documents,  since January 1, 2003, there has been no change or development which
individually  or  in  the  aggregate  has  had  or could have a Material Adverse
Effect.

     h.     Absence  of Litigation.  Except as disclosed in Schedule 4(h) or the
            ----------------------                          -------------
SEC  Documents,  there  is no action, suit, proceeding, inquiry or investigation
before  or  by  any  court,  public  board,  government  agency, self-regulatory
organization  or  body  pending  or, to the knowledge of the Company, threatened
against  or  affecting  the Company, or any of its subsidiaries, or any of their
directors  or  officers  in their capacities as such which would have a Material
Adverse  Effect.

     i.     Intellectual  Property.  The  Company  and  each of its subsidiaries
            ----------------------
owns  or  is  licensed  to  use  all  patents,  patent applications, trademarks,
trademark  applications,  trade  names,  service  marks,  copyrights,  copyright
applications,  licenses,  permits,  know-how  (including trade secrets and other
unpatented  and/or unpatentable proprietary or confidential information, systems
or procedures) and other similar rights and proprietary knowledge (collectively,
"INTANGIBLES")  necessary for the conduct of its business as now being conducted
and  as  proposed to be conducted.  Other than as disclosed in the Company's SEC
Documents,  neither the Company nor any of its subsidiaries has received written
notice  that  it  is  infringing  upon  or  in  conflict  with  any  third party
Intangibles.  Other  than  as  disclosed in the Company's SEC Documents, neither
the  Company  nor  any  of  its  subsidiaries  has  entered  into  any  consent,
indemnification, forbearance to sue or settlement agreements with respect to the
validity  of  the  Company's  or such subsidiary's ownership or right to use its
Intangibles.  The  Intangibles  are  valid  and enforceable, and no registration
relating  thereto  has  lapsed,  expired or been abandoned or canceled or is the
subject  of  cancellation or other adversarial proceedings, and all applications
therefor  are  pending  and in good standing.  The Company has complied with its
contractual  obligations  relating  to  the  protection  of the Intangibles used
pursuant to licenses.  To the Company's knowledge, no person is infringing on or
violating  the  Intangibles  owned  or  used  by  the  Company.

     j.     Acknowledgment  Regarding  the  Purchasers'  Purchase of the Shares.
            -------------------------------------------------------------------
The  Company  acknowledges and agrees that no Purchaser is acting as a financial
advisor  or is acting as a fiduciary of the Company (or in any similar capacity)
with  respect to this Agreement or the transactions contemplated hereby, and the
relationship  between  the  Company and the Purchasers is "arms length" and that
any  statement  made by any Purchaser or any of its representatives or agents in
connection  with  this Agreement and the transactions contemplated hereby is not
advice or a recommendation


                                        8
<PAGE>
and is merely incidental to such Purchaser's purchase of Shares and has not been
relied  upon  by  the Company, its officers or directors in any way. The Company
further  represents  to  the Purchaser that the Company's decision to enter into
this Agreement has been based solely on an independent evaluation by the Company
and  its  representatives.

     k.     No  Brokers.  Except  for  the  Placement Agent, the Company has not
            -----------
engaged  any  person  to  which or to whom brokerage commissions, finder's fees,
financial advisory fees or similar payments are or will become due in connection
with  this  Agreement  or  the  transactions  contemplated  hereby.

     l.     Tax  Status.  The  Company  and each of its subsidiaries has made or
            -----------
filed  all  material  federal, state and local income and all other tax returns,
reports  and  declarations  required  by any jurisdiction to which it is subject
(unless and only to the extent that the Company or the applicable subsidiary has
set  aside  on  its  books provisions adequate for the payment of all unpaid and
unreported  taxes) and has paid all taxes and other governmental assessments and
charges  that  are  material  in  amount,  shown or determined to be due on such
returns,  reports  and  declarations, except those being contested in good faith
and  has set aside on its books provisions adequate for the payment of all taxes
for  periods  subsequent  to  the  periods  to  which  such  returns, reports or
declarations apply.  There are no material unpaid taxes claimed to be due by the
taxing  authority  of  any  jurisdiction.  The Company has not executed a waiver
with  respect  to  any  statute  of  limitations  relating  to the assessment or
collection  of  any  federal,  state  or  local  tax.  None of the Company's tax
returns  have  been  or  is  being  audited  by  any  taxing  authority.

     m.     No  General  Solicitation.  Neither  the  Company  nor  any  person
            -------------------------
participating  on  the  Company's behalf in the transactions contemplated hereby
has  conducted any "general solicitation" or "general advertising" as such terms
are  used  in  Regulation  D,  with  respect  to any of the Shares being offered
hereby.

     n.     Securities  Laws.  Neither  the  Company, nor any of its affiliates,
            ----------------
nor  any person acting on its or their behalf, has, directly or indirectly, made
any  offers or sales of any security or solicited any offers to buy any security
under  circumstances that would require registration of the Shares being offered
hereby  under  the  Securities  Act  or  cause  this  offering  of  Shares to be
integrated  with any prior offering of securities of the Company for purposes of
the  Securities Act.  Assuming the truth and accuracy of the representations and
warranties  of  the  Purchasers  set  forth  in Section 3 of this Agreement, the
Purchasers  will  not  be  statutory  underwriters within the meaning of Section
2(a)(11)  of  the  Securities  Act.

     o.     Form S-3 Eligibility.  The Company is currently eligible to register
            --------------------
the resale of its Common Stock on a registration statement on Form S-3 under the
Securities  Act.  There  exist  no  facts  or  circumstances  (including without
limitation any required approvals or waivers of any circumstances that may delay
or  prevent the obtaining of accountant's consents) that would prohibit or delay
the  preparation and filing of a registration statement on Form S-3 with respect
to  the  Registrable  Shares.


                                        9
<PAGE>
     p.     Disclosure.  The  Company  confirms  that  neither  it nor any other
            ----------
person  acting on its behalf has provided any of the Purchasers or its agents or
counsel  with  any  information  that  constitutes  or might constitute material
non-public  information  (other  than  information  necessary  to consummate the
transaction  contemplated  by  this  Agreement).  The  Company  understands  and
confirms  that  the Purchasers shall be relying on the foregoing representations
in  effecting transactions in securities of the Company. All disclosure provided
to  the  Purchasers  regarding  the  Company,  its business and the transactions
contemplated  hereby, including the Schedules to this Agreement, furnished by or
on  behalf  of  the  Company  are true and correct and do not contain any untrue
statement  of  a  material  fact or omit to state any material fact necessary in
order  to  make the statements made therein, in light of the circumstances under
which  they  were  made,  not  misleading.


     q.     Internal Accounting Controls.  The  Company  maintains  a  system of
            ----------------------------
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions  are  executed  in accordance with management's general or specific
authorizations,  (ii)  transactions  are  recorded  as  necessary  to  permit
preparation  of  financial  statements  in  conformity  with  generally accepted
accounting  principles  and  to  maintain  asset accountability, (iii) access to
assets  is  permitted  only  in accordance with management's general or specific
authorization,  and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect  to  any  differences.

     r.     Insurance.  The  Company  will continue to be insured by insurers of
recognized  financial  responsibility  against such losses and risks and in such
amounts  as  are  commensurate  with  similarly  situated  companies  engaged in
businesses  similar  to  those  of  the  Company.

     s.     Regulatory Permits.  The  Company possess all material certificates,
            ------------------
authorizations  and  permits  issued by the appropriate federal, state, local or
foreign  regulatory authorities necessary to conduct their respective businesses
as  currently  conducted  (the  "Permits"), and the Company has not received any
written  notice of proceedings relating to the revocation or modification of any
such  Permit.

5.     REGISTRATION  OF  SHARES.
       ------------------------

     a.   The Company shall:

          (i)       as promptly as practicable, but not later than 30 days after
                    the  earliest date of original issuance of any of the Shares
                    (the  "  Filing Deadline"), cause to be filed with the SEC a
                    registration  statement  on  Form  S-3  pursuant to Rule 415
                    under  the  Securities  Act  (the  "Resale  Registration
                    Statement"),  which  Resale  Registration  Statement  shall
                    provide  for  the  offer  and sale of all Registrable Shares
                    held  by  Purchasers  that  have  provided  the  information
                    required  pursuant  to  the  terms  of  Section 5(b) hereof;

          (ii)      use  its  reasonable  best  efforts  to  cause  the  Resale
                    Registration  Statement


                                       10
<PAGE>
                    to  be  declared  effective  by  the  SEC  as  promptly  as
                    practicable,  but not later than 60 days after the filing of
                    the  Resale  Registration  Statement with the SEC or, in the
                    event  of  a  review  by  the  SEC,  120  days;  and

          (iii)     use  its  reasonable  best  efforts  to  keep  the  Resale
                    Registration  Statement continuously effective, supplemented
                    and amended subject to the provisions of Section 5(d) hereof
                    (subject  to  the right of the Company to suspend the use of
                    the  Resale  Registration  Statement  by  delivery  of  a
                    Suspension Notice in accordance with Section 5(d) hereof) to
                    the  extent necessary to ensure that it (A) is available for
                    resales  of  Registrable  Shares  by  the  Purchasers to the
                    benefit  of  this  Agreement  and  (B)  conforms  with  the
                    requirements  of  this  Agreement and the Securities Act and
                    the  rules and regulations of the SEC promulgated thereunder
                    as  announced  from  time  to  time,  for  a  period  (the
                    "Effectiveness  Period")  ending two (2) years from the date
                    the  Resale  Registration Statement is declared effective by
                    the  SEC.

     b.     The  Company  hereby  agrees  to pay damages to each Purchaser in an
amount  equal to 1.0% of such Purchaser's Investment Amount for each consecutive
thirty  (30)  day  period  following  (i)  the Filing Deadline (in the event the
Company  fails to file the Resale Registration Statement on or before that date)
and (ii) the date upon which the Company receives comments from the SEC relating
to  the Resale Registration Statement (in the event the Company fails to respond
to  any  such  SEC  comments  within  thirty  (30)  days  of its receipt of such
comments);  provided, however, that no damages shall be payable pursuant to this
            --------  -------
Section  5(b)  after  such  date that the Resale Registration Statement is filed
with  the  SEC or such date that the Company responds to any SEC comments to the
Resale  Registration  Statement.

     c.     No Purchaser may include any of its Registrable Shares in the Resale
Registration  Statement  pursuant  to  this  Agreement  unless  such  Purchaser
furnishes  to the Company in writing, prior to or on the 10th Business Day after
such  Purchaser's  receipt from the Company of the Purchaser Questionnaire (such
applicable  deadline,  the "Questionnaire Deadline"), such information regarding
the  Purchaser  and  the  distribution  of Registrable Shares as the Company may
reasonably  request for use in connection with the Resale Registration Statement
or  Prospectus or preliminary Prospectus included therein and in any application
to  be  filed  with or under state securities laws (the form of which request is
attached as Appendix A hereto regarding the sale of the Shares to the Purchasers
            ----------
and  is referred to herein as the "Purchaser Questionnaire"). In connection with
all  requests  for  information from the Purchasers with respect to inclusion of
Registrable  Shares  in  the  Resale  Registration  Statement, the Company shall
notify  such Purchasers of the requirements set forth in the preceding sentence.
The  Company  agrees  and  undertakes  that  (i) it shall distribute a Purchaser
Questionnaire  no later than 10 Business Days prior to the initial effectiveness
of the Resale Registration Statement to each Purchaser and (ii) upon the request
of  any  Purchaser  made  prior  to  9:00  a.m.,  California time, on the second
Business  Day  before  the  initial  effectiveness  of  the  Resale Registration
Statement,  the  Company shall also distribute a Purchaser Questionnaire to such
Purchaser  at the address set forth in any request by such Purchaser. Purchasers
that  do  not  complete  the  Purchaser


                                       11
<PAGE>
Questionnaire and timely deliver it to the Company shall not be named as selling
security  holders  in  the  Prospectus or preliminary Prospectus included in the
Resale  Registration  Statement and therefore shall not be permitted to sell any
Registrable  Shares  pursuant  to  the  Resale  Registration  Statement.
Notwithstanding the foregoing, upon request from a Purchaser that did not return
a  Purchaser  Questionnaire  on  a  timely  basis  because  it  was a subsequent
transferee  of  Registrable  Shares  after the Company distributed the Purchaser
Questionnaire,  (i)  the  Company  shall distribute a Purchaser Questionnaire to
such  Purchaser at the address set forth in the request and (ii) upon receipt of
a  properly  completed  Purchaser Questionnaire from such Purchaser, the Company
shall  use  its  reasonable efforts to name such Purchaser as a selling security
holder  by  means  of  an  amendment  or, if permitted by the SEC, by means of a
Prospectus supplement to the Resale Registration Statement. Each Purchaser as to
which  the  Resale  Registration  Statement  is being effected agrees to furnish
promptly  to  the  Company  all information required to be disclosed in order to
make  information  previously  furnished  to  the  Company by such Purchaser not
materially  misleading.

     d.     In  connection  with  the Resale Registration Statement, the Company
shall  use its reasonable best efforts to effect such registration to permit the
sale  of  the  Registrable  Shares, and pursuant thereto, shall prepare and file
with the SEC a Resale Registration Statement relating to the registration of the
Registrable  Shares  on  Form  S-3.  The Company represents and warrants that it
currently  meets  the  requirements  for use of Form S-3 for registration of the
resale of the Registrable Shares, and has no actual knowledge of any facts which
would  reasonably  cause  the  Company  to  fail  to  meet  such  requirements.

          In  connection  with  the  Resale  Registration  Statement  and  any
Prospectus  required  by  this  Agreement  to  permit  the  sale  or  resale  of
Registrable  Shares,  the  Company  shall:

          (i)     Subject to any notice by the Company of the existence of any
          fact  or event of the kind described in Section 5(e) and the Company's
          right  to  invoke  a Suspension Period in the manner described in this
          Section  5(d)(i),  use  commercially  reasonable  efforts  to keep the
          Resale  Registration  Statement  continuously  effective  during  the
          Effectiveness  Period;  upon  the  occurrence  of any event that would
          cause  the  Resale  Registration Statement or the Prospectus contained
          therein  to (A) contain a material misstatement or omission or (B) not
          be  effective  and  usable for resale of Registrable Shares during the
          Effectiveness  Period,  unless  a Suspension Period is then in effect,
          the Company shall file promptly an appropriate amendment to the Resale
          Registration  Statement,  a  supplement  to the Prospectus or a report
          filed  with  the  SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of
          the  Exchange  Act,  in  the  case  of clause (A), correcting any such
          misstatement  or  omission,  and,  in the case of either clause (A) or
          (B), use commercially reasonable efforts to cause such amendment to be
          declared  effective  and  the  Resale  Registration  Statement and the
          related  Prospectus  to  become  usable for their intended purposes as
          soon  as  practicable  thereafter.  Notwithstanding the foregoing, the
          Company  may  suspend  the  effectiveness  of  the Resale Registration
          Statement  by  written  notice  to  the Purchasers for a period not to
          exceed  an  aggregate  of  60  days  in  any 360-day


                                       12
<PAGE>
          period  (each  such  period, a "Suspension Period"); provided that the
          Company shall promptly notify each Purchaser in writing of the date on
          which  the  Suspension  Period  will  begin  and the date on which the
          Suspension Period ends and no single Suspension Period shall exceed 30
          days.

          (ii)     Prepare  and  file  with  the  SEC  such  amendments  and
          post-effective  amendments to the Resale Registration Statement as may
          be  necessary  to  keep  the  Resale  Registration Statement effective
          during  the  Effectiveness  Period;  cause  the  Prospectus  to  be
          supplemented  by  any  required  Prospectus  supplement,  and  as  so
          supplemented  to  be  filed  pursuant to Rule 424 (it being understood
          that the Company shall not be required to file a Prospectus supplement
          pursuant  to  Rule 424(b) with respect to any Purchaser that failed to
          submit  their  Purchaser  Questionnaire by the Questionnaire Deadline)
          under  the  Securities  Act,  and  to comply fully with the applicable
          provisions  of Rules 424 and 430A under the Securities Act in a timely
          manner;  and  comply  with  the  provisions of the Securities Act with
          respect  to  the  disposition of all Registrable Shares covered by the
          Resale  Registration  Statement  during  the  applicable  period  in
          accordance  with the intended method or methods of distribution by the
          sellers  thereof  set  forth in the Resale Registration Statement or a
          supplement  to  the  Prospectus.


     e.     Each  Purchaser  agrees  that,  upon  receipt  of  any  notice  (a
"Suspension  Notice")  from  the  Company  of  the  existence of any fact or the
happening  of  any  event,  during  the  Effectiveness  Period,  that  makes any
statement  of  a  material  fact  made in the Resale Registration Statement, the
Prospectus, any amendment or supplement thereto, or any document incorporated by
reference  therein  untrue,  or  that requires the making of any additions to or
changes  in the Resale Registration Statement or the Prospectus in order to make
the  statements  therein  not  misleading,  such  Purchaser  shall  discontinue
disposition  of Registrable Shares pursuant to the Resale Registration Statement
and  any  use  of  the  associated  Prospectus  until:

          (i)     such  Purchaser  has  received  copies of the  supplemented or
          amended Prospectus contemplated by Section 5(d) hereof; or

          (ii)     such  Purchaser is advised in writing by the Company that the
          use  of  the Prospectus may be resumed, and has received copies of any
          additional or supplemental filings that are part of or incorporated by
          reference  in  the  Prospectus.

     Each  Purchaser  agrees  to keep the receipt of a Suspension Notice and its
contents  confidential.  If  so  directed  by  the  Company, each Purchaser will
deliver to the Company all copies, other than permanent file copies then in such
Purchaser's  possession, of the Prospectus covering such Registrable Shares that
was  current  at  the  time  of  receipt  of  such  Suspension  Notice.


                                       13
<PAGE>
     The  Company  agrees  that  the  Suspension  Notice  shall  not include any
material  non-public information other than such information necessary to inform
the  Purchasers  that  a  Suspension  Period  has  been  implemented.

     f.     All  expenses incident to the Company's performance of or compliance
with  Section  5  of  this Agreement shall be borne by the Company regardless of
whether  a  Resale  Registration Statement becomes effective, including, without
limitation:

          (i)     all registration and filing fees and expenses;

          (ii)     all fees and expenses of compliance with federal and state
          securities  laws;

          (iii)     all expenses of printing (including printing of Prospectuses
          and  certificates for the Common Stock) and the Company's expenses for
          messenger  and  delivery  services  and  telephone;

          (iv)     all fees and disbursements of counsel to the Company and all
          transfer  agent  fees;

          (v)     all application and filing fees in connection with listing (or
          authorizing  for  quotation) the Common Stock on a national securities
          exchange  or  automated  quotation system pursuant to the requirements
          hereof;  and

          (vi)     all fees and disbursements of independent certified public
          accountants  of  the  Company.

     Each  Purchaser  shall  bear all costs associated with selling commissions,
discounts  and expenses of any financial or legal advisors engaged to review the
Resale  Registration  Statement.

     The  Company  shall permit the Purchasers and their legal counsel to review
and  comment  upon  the Resale Registration Statement at least two Business Days
prior to their filing with the SEC, and not file any document in a form to which
Purchasers  reasonably  object  in  a  timely  manner.

6.   COVENANTS.
     ---------

     a.     Satisfaction  of  Conditions.  The  parties  shall  use  their  best
            ----------------------------
efforts  to  satisfy  in  a  timely  manner  each of the conditions set forth in
Section  7  and  Section  8  of  this  Agreement.

     b.     Form  D;  Blue  Sky  Laws.  The Company agrees to file a Form D with
            -------------------------
respect  to  the  Shares  as  required  under Regulation D and to provide a copy
thereof  to each Purchaser promptly after such filing.  The Company shall, on or
before  the  Closing  Date,  take  such  action  as the Company shall reasonably
determine is necessary to qualify the Shares for sale to the Purchasers pursuant
to  this  Agreement under applicable securities or "blue sky" laws of the states
of  the  United


                                       14
<PAGE>
States  or  obtain  exemption  therefrom, and shall provide evidence of any such
action so taken to each Purchaser on or prior to the Closing Date.

     c.     Reporting  Status.  So  long  as  a  Purchaser beneficially owns any
            -----------------
Shares  or  has  the right to acquire any Shares pursuant to this Agreement, the
Company shall timely file all reports required to be filed with the SEC pursuant
to the Exchange Act, and shall not terminate its status as an issuer required to
file  reports  under  the Exchange Act even if the Exchange Act or the rules and
regulations  thereunder  would  permit  such  termination.

     d.     Use  of  Proceeds.  The  Company shall use the net proceeds from the
            -----------------
sale  of  the  Shares  for  general business purposes, but in no event shall the
Company  use  such  net proceeds to repurchase any outstanding securities of the
Company.

     e.     Listing.  On  the  Closing  Date, the Company shall have applied for
            -------
the  listing of the Shares, in each case, upon each national securities exchange
and  automated  quotation  system, if any, upon which shares of Common Stock are
then  listed or quoted and shall maintain, so long as any other shares of Common
Stock  shall be so listed, such listing of all Shares from time to time issuable
hereunder.  The  Company  shall  use  its reasonable best efforts to include its
shares of Common Stock in The Nasdaq Stock Market at the earliest practical date
and,  in  any  event,  by the date the first registration statement covering the
resale  of  the  Shares  is declared effective by the SEC and will comply in all
respects  with  the  Company's reporting, filing and other obligations under the
bylaws  or  rules  of  The  Nasdaq  Stock  Market.

     f.     No  Integrated  Offerings.  The Company shall not make any offers or
            --------------------------
sales  of  any  security  (other than the Shares) under circumstances that would
require  registration  of  the  Shares being offered or sold hereunder under the
Securities  Act or cause this offering of Shares to be integrated with any other
offering  of  securities by the Company for any purposes, including for purposes
of  any  shareholder  approval  provision  applicable  to  the  Company  or  its
securities.

     g.     Securities Laws Disclosure; Publicity.  The  Company  shall  issue a
            -------------------------------------
press  release  reasonably  acceptable  to  the  Purchasers  disclosing  the
transactions  contemplated  hereby  and  file  a  Current  Report  on  Form  8-K
disclosing  the  material  terms  of  the  transactions  contemplated hereby. In
addition, the Company will make such other filings and notices in the manner and
time  required by the SEC and the trading market on which the Shares are listed.
Notwithstanding  the foregoing, the Company shall not publicly disclose the name
of  any  Purchaser,  or include the name of any Purchaser in any filing with the
SEC  (other  than  the Resale Registration Statement and any exhibits to filings
made  in  respect  of  this  transaction  in  accordance  with  periodic  filing
requirements under the Exchange Act) or any regulatory agency or trading market,
without  the  prior written consent of such Purchaser, except to the extent such
disclosure  is  required by law or trading market regulations, in which case the
Company  shall  provide  the  Purchaser  with  prior  notice of such disclosure.


                                       15
<PAGE>
7.   CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL.
     ----------------------------------------------

     The  obligation  of  the  Company  hereunder  to issue and sell Shares to a
Purchaser  at the Closing hereunder is subject to the satisfaction, at or before
the  Closing  Date,  of  each  of  the  following  conditions thereto; provided,
                                                                       --------
however,  that  these  conditions  are for the Company's sole benefit and may be
-------
waived by the Company at any time in its sole discretion.

     a.     The  applicable  Purchaser shall have executed the signature page to
this Agreement and delivered the same to the Company.

     b.     The  applicable  Purchaser  shall  have  delivered  such Purchaser's
Investment Amount in accordance with Section 2(b) above.

     c.     The representations and warranties of the applicable Purchaser shall
be  true  and  correct  as  of  the date when made and as of the Closing Date as
though  made  at that time (except for representations and warranties that speak
as  of  a  specific date, which representations and warranties shall be true and
correct  as  of  such  date), and the applicable Purchaser shall have performed,
satisfied  and  complied in all material respects with the covenants, agreements
and conditions required by this Agreement to be performed, satisfied or complied
with by the applicable Purchaser at or prior to the Closing Date.

     d.     No  statute,  rule,  regulation,  executive  order,  decree, ruling,
injunction,  action,  proceeding  or  interpretation  shall  have  been enacted,
entered, promulgated, endorsed or adopted by any court or governmental authority
of  competent  jurisdiction or any self-regulatory organization, or the staff of
any  thereof,  having  authority  over  the  matters  contemplated  hereby which
questions  the  validity of, or challenges or prohibits the consummation of, any
of  the  transactions  contemplated  by  this  Agreement.

8.   CONDITIONS TO EACH PURCHASER'S OBLIGATION TO PURCHASE.
     -----------------------------------------------------

     The  obligation  of  each  Purchaser  hereunder  to  purchase  Shares to be
purchased  by  it  hereunder  is  subject  to the satisfaction, at or before the
Closing  Date,  of  each  of  the  following  conditions,  provided  that  these
                                                           --------
conditions  are  for  such  Purchaser's  sole  benefit and may be waived by such
Purchaser  at  any  time  in  such  Purchaser's  sole  discretion:

     a.     The  Company  shall  have  executed  the  signature  pages  to  this
Agreement  and  delivered  the  same  to  the  Purchaser.

     b.     The  trading  in  the  Company's  Common  Stock  shall not have been
suspended  or  be under threat of suspension by the SEC or any governing body of
The  Nasdaq  Stock  Market.

     c.     The  representations and warranties of the Company shall be true and
correct  as  of  the date when made and as of the Closing Date as though made at
that time (except for representations and warranties that speak as of a specific
date,  which representations and warranties shall be true and correct as of such
date)  and  the  Company  shall  have  performed,  satisfied and complied in all
material


                                       16
<PAGE>
respects  with  the  covenants,  agreements  and  conditions  required  by  this
Agreement to be performed, satisfied or complied with by the Company at or prior
to  the  Closing Date. The Purchaser shall have received a certificate, executed
on behalf of the Company by its Chief Financial Officer, dated as of the Closing
Date,  to  the  foregoing  effect  and  attaching true and correct copies of the
resolutions  adopted  by  the  Company's  Board  of  Directors  authorizing  the
execution, delivery and performance by the Company of its obligations under this
Agreement.

     d.     No  statute,  rule,  regulation,  executive  order,  decree, ruling,
injunction,  action,  proceeding  or  interpretation  shall  have  been enacted,
entered, promulgated, endorsed or adopted by any court or governmental authority
of  competent  jurisdiction or any self-regulatory organization, or the staff of
any  thereof,  having  authority  over  the  matters  contemplated  hereby which
questions  the  validity of, or challenges or prohibits the consummation of, any
of  the  transactions  contemplated  by  this  Agreement.

     e.     As  of  the Closing Date, there shall not have occurred any Material
Adverse  Effect.

     f.     The  Company  shall have provided advance notice to The Nasdaq Stock
Market  of  the  issuance  of  the Shares if so required by the rules applicable
thereto.

     g.     The  Purchaser  shall  have  received  an  opinion  of the Company's
counsel,  dated  as  of  the  Closing  Date.

9.   GOVERNING  LAW  MISCELLANEOUS.
     -----------------------------

     a.     Governing  Law;  Jurisdiction.  This  Agreement shall be governed by
            -----------------------------
and construed in accordance with the laws of the State of New York applicable to
contracts  made  and  to  be  performed  in  the State of New York.  Each of the
parties  irrevocably  consents  to  the  nonexclusive jurisdiction of the United
States  federal  courts and the state courts located in the State of New York in
any  suit or proceeding based on or arising under this Agreement and irrevocably
agrees  that  all claims in respect of such suit or proceeding may be determined
in  such  courts.  Each  of  the  parties,  irrevocably waives the defense of an
inconvenient  forum  to the maintenance of such suit or proceeding.  Each of the
parties  further  agrees that service of process upon such party mailed by first
class  mail  to  the  address set forth in Section 9(f) shall be deemed in every
respect  effective  service  of  process  upon  such  party  in any such suit or
proceeding.  Nothing  herein  shall  affect  the right of any Purchaser to serve
process in any other manner permitted by law. Each of the parties, agrees that a
final non-appealable judgment in any such suit or proceeding shall be conclusive
and  may  be  enforced in other jurisdictions by suit on such judgment or in any
other  lawful  manner.

     b.     Counterparts.  This  Agreement  may  be  executed  in  two  or  more
            ------------
counterparts,  all  of  which shall be considered one and the same agreement and
shall  become  effective  when  counterparts  have been signed by each party and
delivered  to the other party.  This Agreement, once executed by a party, may be
delivered  to  the  other  parties hereto by facsimile transmission of a copy of
this  Agreement bearing the signature of the party so delivering this Agreement.
In  the  event  any  signature is delivered by facsimile transmission, the party
using such means of delivery shall cause


                                       17
<PAGE>
the manually executed Execution Page(s) hereof to be physically delivered to the
other party within five (5) days of the execution hereof.

     c.     Headings.  The  headings  of  this  Agreement are for convenience of
            --------
reference  and  shall  not  form  part of, or affect the interpretation of, this
Agreement.

     d.     Severability.  If  any  provision of this Agreement shall be invalid
            ------------
or  unenforceable in any jurisdiction, such invalidity or unenforceability shall
not  affect the validity or enforceability of the remainder of this Agreement or
the validity or enforceability of this Agreement in any other jurisdiction.

     e.     Entire  Agreement;  Amendments;  Waiver.  This  Agreement  and  the
            ---------------------------------------
instruments  referenced  herein  contain the entire understanding of the parties
with  respect  to  the  matters  covered  herein  and  therein  and,  except  as
specifically set forth herein or therein, neither the Company nor the Purchasers
make  any representation, warranty, covenant or undertaking with respect to such
matters.  No  provision of this Agreement may be waived or amended other than by
an  instrument  in  writing  signed  by  the  Company  and, by the Purchasers as
provided in Section 9(l) hereof.  Any waiver by the Purchasers, on the one hand,
or  the  Company,  on  the  other  hand,  of  a  breach of any provision of this
Agreement  shall  not  operate  as  or  be construed to be a waiver of any other
breach  of  such  provision  of  or  any  breach  of any other provision of this
Agreement.  The  failure  of the Purchasers, on the one hand, or the Company, on
the  other hand to insist upon strict adherence to any term of this Agreement on
one  or more occasions shall not be considered a waiver or deprive that party of
the  right  thereafter to insist upon strict adherence to that term or any other
term  of  this  Agreement.

     f.     Notices.  Any  notices  required  or permitted to be given under the
            -------
terms  of  this  Agreement shall be sent by certified or registered mail (return
receipt  requested)  or  delivered  personally  or  by  courier  or by confirmed
telecopy,  and  shall  be effective five days after being placed in the mail, if
mailed,  or  upon  receipt  or refusal of receipt, if delivered personally or by
courier or confirmed telecopy, in each case addressed to a party.  The addresses
for  such  communications  shall  be:

          If to the Company:

               Genus, Inc.
               1139 Karlstad Drive
               Sunnyvale, CA 94089
               Telephone No.: (408) 747-7120
               Facsimile No.: (408) 747-7198
               Attention: Mr. Shum Mukherjee

          With a copy to:

               Wilson Sonsini Goodrich & Rosati
               650 Page Mill Road
               Palo Alto, CA 94304


                                       18
<PAGE>
               Telephone No.: (650) 493-9300
               Facsimile No.: (650) 493-6811
               Attention: Mark Reinstra, Esq.

If  to the Purchaser, to the address set forth under the Purchaser's name on the
Execution  Page  hereto  executed  by  such  Purchaser,  with  a  copy  to:

               Halpern Capital, Inc.
               1111 Kane Concourse, Suite 401
               Bay Harbor Island, FL 33154
               Facsimile No.: (413) 521-8020
               Attention: Baruch Halpern

Each  party  hereto may from time to time change its address or facsimile number
for notices under this Section 9 by giving at least ten (10) days' prior written
notice  of  such  changed  address  or  facsimile  number,  in  the  case of the
Purchasers  to  the  Company,  and  in  the  case  of  the Company to all of the
Purchasers.

     g.     Successors  and  Assigns.  This  Agreement shall be binding upon and
            ------------------------
inure  to  the  benefit  of  the  parties and their successors and assigns.  The
Company  shall  not assign this Agreement or any rights or obligations hereunder
without  the  prior  written  consent  of  the  Purchasers.

     h.     Third  Party  Beneficiaries.  This  Agreement  is  intended  for the
            ---------------------------
benefit  of  the  parties  hereto  and their respective permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by  any  other  person.

     i.     Survival.  The representations and warranties of the Company and the
            --------
agreements  and  covenants  of  the  Company  shall  survive  the  Closing
notwithstanding any due diligence investigation conducted by or on behalf of the
Purchasers.  Moreover,  none  of  the representations and warranties made by the
Company  herein  shall act as a waiver of any rights or remedies a Purchaser may
have  under  applicable  federal or state securities laws. The Company agrees to
indemnify  and  hold  harmless  each  Purchaser  and  each  of  such Purchaser's
officers,  directors,  employees,  partners,  members, agents and affiliates for
loss or damage relating to the Shares purchased hereunder arising as a result of
or  related  to  any  breach  by  the  Company  of any of its representations or
covenants  set  forth  herein.

     j.     Further Assurances.  Each party shall do and perform, or cause to be
            ------------------
done  and  performed,  all  such  further acts and things, and shall execute and
deliver  all  such other agreements, certificates, instruments and documents, as
the  other  party  may  reasonably  request in order to carry out the intent and
accomplish  the  purposes  of  this  Agreement  and  the  consummation  of  the
transactions  contemplated  hereby.

     k.     Equitable  Relief.  Each  party  acknowledges that a breach by it of
            -----------------
its  obligations  hereunder  will cause irreparable harm to the other parties by
vitiating  the  intent  and  purpose  of  the  transactions contemplated hereby.
Accordingly,  each  party  acknowledges  that  the  remedy  at  law  for


                                       19
<PAGE>
a  breach  of  its  obligations  hereunder will be inadequate and agrees, in the
event  of  a breach or threatened breach by such party of the provisions of this
Agreement,  that  the  other parties shall be entitled, in addition to all other
available  remedies,  to  an  injunction  restraining  any  breach and requiring
immediate  issuance and transfer, without the necessity of showing economic loss
and  without  any  bond  or  other  security  being  required.

     l.     Determinations.  Except  as otherwise expressly provided herein, all
            --------------
consents,  approvals  and  other  determinations  to  be  made by the Purchasers
pursuant  to  this  Agreement  and  all  waivers  and  amendments  to  or of any
provisions  in  this  Agreement  prior  to the Closing Date to be binding upon a
Purchaser  shall  be  made  by  such Purchaser and except as otherwise expressly
provided  herein,  all  consents, approvals and other determinations (other than
amendments  to  the  terms  and  provisions of this Agreement) to be made by the
Purchasers  pursuant  to  this Agreement and all waivers and amendments to or of
any  provisions  in  this  Agreement  after  the  Closing  Date shall be made by
Purchasers  (excluding  Purchasers  who are affiliates of the Company) that have
invested  more  than  fifty  percent  (50%)  of the aggregate Investment Amounts
invested  by  all  Purchasers  (excluding  Purchasers  who are affiliates of the
Company).

     m.     Independent  Nature  of  Investors'  Obligations  and  Rights.  The
            -------------------------------------------------------------
obligations  of each Purchaser are several and not joint with the obligations of
any  other  Purchaser, and no Purchaser shall be responsible for the performance
of  obligations  of any other Purchaser under this Agreement.  Nothing contained
herein,  and  no  action  taken  by  any  Purchaser hereunder shall be deemed to
constitute  the  Purchasers as a partnership, an association, a joint venture or
any other kind of entity, or create a presumption that the Purchasers are in any
way  acting  in  concert  or  as a group with respect to such obligations or the
transactions  contemplated  by this Agreement.  Each Purchaser shall be entitled
to  independently  protect  and enforce its rights, including without limitation
the  rights  arising out of this Agreement and it shall not be necessary for any
other  Purchaser  to be joined as an additional party in any proceeding for such
purpose.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       20
<PAGE>
     IN  WITNESS  WHEREOF, the undersigned Purchaser and the Company have caused
this Agreement to be duly executed as of the date first above written.

                                           COMPANY:

                                           GENUS,  INC.


                                           By:
                                              -------------------------------
                                           Shum  Mukherjee
                                           Chief Financial Officer


<PAGE>



                                        THE PURCHASER:
                                        [____________________________]


                                                By:_____________________________
                                                Name:___________________________
                                                Title:__________________________
                                                Investment Amount: $____________
                                                Residence:  ____________________
                                                ________________________________
                                                Address:
                                                ________________________________
                                                ________________________________
                                                Telephone No.:  (   )___________
                                                Telecopy No.:   (   )___________
                                                Attention:______________________

                                                with copies of all notices to:

                                                ________________________________
                                                ________________________________
                                                ________________________________
                                                ________________________________
                                                Telephone  No.:  (   ) _________
                                                Telecopy  No.:   (   ) _________
                                                Attention:  ____________________


<PAGE>
                                                                      APPENDIX A

                                __________, 2003

                                   GENUS, INC.

             FORM OF SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

     The undersigned beneficial Purchaser of shares of common stock, no par
value per share (the "Shares" or "Registrable Shares"), of Genus, Inc. ("Genus"
or "Registrant"), issued or issuable pursuant to that certain Stock Purchase and
Registration Agreement dated November 7, 2003 (the "Purchase Agreement")
understands that the Registrant has filed or intends to file with the Securities
and Exchange Commission (the "Commission") a registration statement on Form S-3
(the "Resale Registration Statement") for the registration and resale under Rule
415 of the Securities Act of 1933, as amended (the "Securities Act" ), of the
Shares, in accordance with the terms of the Purchase Agreement.

     Each capitalized term not otherwise defined herein shall have the meaning
ascribed thereto in the Purchase Agreement.  Each beneficial owner of
Registrable Shares is entitled to the benefits of the Purchase Agreement.  In
order to sell or otherwise dispose of any Registrable Shares pursuant to the
Resale Registration Statement, a beneficial owner of Registrable Shares
generally will be required to be named as a selling securityholder in the
related prospectus, deliver a prospectus to purchasers of Registrable Shares and
be bound by those provisions of the Purchase Agreement applicable to such
beneficial owner.  Beneficial owners that do not complete this Notice and
Questionnaire and deliver it to Genus within 10 Business Days of the date of
this Notice and Questionnaire as provided below will not be named as selling
securityholders in the prospectus and therefore will not be permitted to sell
any Registrable Shares pursuant to the Resale Registration Statement.
Beneficial owners are encouraged to complete and deliver this Notice and
Questionnaire prior to the effectiveness of the Resale Registration Statement so
that such beneficial owners may be named as selling securityholders in the
related prospectus at the time of effectiveness.  BENEFICIAL OWNERS THAT DO NOT
COMPLETE THIS NOTICE AND QUESTIONNAIRE AND TIMELY DELIVER IT TO GENUS SHALL NOT
BE NAMED AS SELLING SECURITYHOLDERS IN THE PROSPECTUS INCLUDED IN THE RESALE
REGISTRATION STATEMENT AND THEREFORE SHALL NOT BE PERMITTED TO SELL ANY
REGISTRABLE SHARES PURSUANT TO THE RESALE REGISTRATION STATEMENT.

     Certain legal consequences arise from being named as a selling
securityholder in the Resale Registration Statement and the related prospectus.
Accordingly, Purchasers and beneficial owners of Registrable Shares are advised
to consult their own securities law counsel regarding the consequences of being
named or not being named as a selling securityholder in the Resale Registration
Statement and the related prospectus.


<PAGE>
                                     NOTICE

     The undersigned beneficial owner (the "Selling Securityholder") of
Registrable Shares hereby gives notice to Genus of its intention to sell or
otherwise dispose of Registrable Shares beneficially owned by it and listed
below in Item 3 (unless otherwise specified under Item 3) pursuant to the Resale
Registration Statement.  The undersigned, by signing and returning this Notice
and Questionnaire, understands that it will be bound by the terms and conditions
of this Notice and Questionnaire and the Purchase Agreement.

     Upon any sale of Registrable Shares pursuant to the Resale Registration
Statement, the undersigned will be required to deliver to Genus the Notice of
Transfer (completed and signed) set forth in Exhibit 1 attached hereto and
                                             ---------
hereby undertakes to do so.

     The undersigned hereby provides the following information to Genus and
represents and warrants that such information is accurate and complete:

                                  QUESTIONNAIRE

1.   (a)  Full Legal Name of Selling Securityholder:


     ---------------------------------------------------------------------------

     (b)  Full Legal Name of Registered Purchaser (if not the same as (a) above)
          through which Registrable Shares listed in Item 3 below are held:


     ---------------------------------------------------------------------------

     (c)  Full  Legal Name of DTC Participant (if applicable and if not the same
          as  (b) above) through which Registrable Shares listed in Item 3 below
          are  held:


     ---------------------------------------------------------------------------

2.   Address for Notices to Selling Securityholder:
     ___________________________________________________________________________
     ___________________________________________________________________________
     ___________________________________________________________________________
     Telephone:_________________________________________________________________
     Fax:_______________________________________________________________________
     Contact Person:____________________________________________________________

3.   Beneficial Ownership of Registrable Shares:

     (a)  Type and Principal Amount of Registrable Shares beneficially owned:


     ---------------------------------------------------------------------------


                                       24
<PAGE>
     (b)  CUSIP No(s). of such Registrable Shares beneficially owned:


     ---------------------------------------------------------------------------

4.   Beneficial Ownership of other securities of Genus owned by Selling
     Securityholder:

     Except as set forth below in this Item 4, the undersigned is not the
     beneficial or registered owner of any securities of Genus other than the
     Registrable Shares listed above in Item 3.

     (a)Type and Amount of other securities beneficially owned by the Selling
     Securityholder:
     ___________________________________________________________________________

     ___________________________________________________________________________

     (b)CUSIP No(s). of such other securities beneficially owned:
     ___________________________________________________________________________

     ___________________________________________________________________________

5.   Relationships with Genus:

     Except as set forth below, neither the undersigned nor any of its
     affiliates, officers, directors or principal equity holders (5% or more)
     has held any position or office or has had any other material relationship
     with Genus (or its predecessors or affiliates) during the past three years.

     State any exceptions here:_________________________________________________

     ___________________________________________________________________________

6.   Plan of Distribution:

     Except as set forth below, the undersigned (including its donees or
     pledgees) intends to distribute the Registrable Shares listed above in Item
     3 pursuant to the Resale Registration Statement only as follows (if at
     all): Such Registrable Shares may be sold from time to time directly by the
     undersigned or, alternatively, through underwriters, broker-dealers or
     agents. If the Registrable Shares are sold through underwriters or
     broker-dealers, the Selling Securityholder will be responsible for
     underwriting discounts or commissions or agent's commissions. Such
     Registrable Shares may be sold in one or more transactions at fixed prices,
     at prevailing market prices at the time of sale, at varying prices
     determined at the time of sale, or at negotiated prices. Such sales may be
     effected in transactions (which may involve block transactions) (i) on any
     national securities exchange or quotation service on which the Registrable
     Shares may be listed or quoted at the time of sale, (ii) in the
     over-the-counter market, (iii) in transactions


                                       25
<PAGE>
     otherwise than on such exchanges or services or in the over-the-counter
     market, (iv) in ordinary brokers' transactions, (v) in purchasers by
     brokers, dealers or underwriters as principal and resale by the Selling
     Securityholders for their own accounts pursuant to this prospectus, (vi)
     "at the risk of the market," to or through market makers, or into an
     existing market the Registrable Shares, (vii) in other ways not involving
     market makers or established trading markets, including direct sales to
     purchasers or sales effected through agents, (viii) through transactions in
     swaps or other derivatives (whether exchange-listed or otherwise), (ix) to
     cover short sales or (x) through the writing of options. In connection with
     sales of the Registrable Shares or otherwise, the undersigned may enter
     into hedging transactions with broker-dealers, which may in turn engage in
     short sales of the Registrable Shares in the course of hedging positions
     they assume. The undersigned may also sell Registrable Shares short and
     deliver Registrable Shares to close out short positions, or loan or pledge
     Registrable Shares to broker-dealers that in turn may sell such securities.

     State any exceptions here:_________________________________________________
     ___________________________________________________________________________

Note:  In no event will such method(s) of distribution take the form of an
underwritten offering of the Registrable Shares without the prior written
agreement of Genus.

     The undersigned acknowledges that it understands its obligation to comply
with the provisions of the Exchange Act and the rules thereunder relating to
stock manipulation, particularly Regulation M thereunder (or any successor rules
or regulations), in connection with any offering of Registrable Shares pursuant
to the Purchase Agreement.  The undersigned agrees that neither it nor any
person acting on its behalf will engage in any transaction in violation of such
provisions.

     In accordance with the undersigned's obligation under the Purchase
Agreement, the undersigned agrees to promptly notify Genus of any inaccuracies
or changes in the information provided herein that may occur subsequent to the
date hereof at any time while the Resale Registration Statement remains
effective.  All notices hereunder and pursuant to the Purchase Agreement shall
be made in writing at the address set forth below.

     In the event that the undersigned transfers all or any portion of the
Registrable Shares listed in Item 3 above after the date on which such
information is provided to Genus, the undersigned agrees to notify the
transferee(s) at the time of transfer of its rights and obligations under this
Notice and Questionnaire and the Purchase Agreement.

     By signing below, the undersigned consents to the disclosure of the
information contained herein in, its answers to Items 1 through 6 above and the
inclusion of such information in the Resale Registration Statement and the
related prospectus.  The undersigned understands that such information will be
relied upon by Genus in connection with the preparation or amendment of the
Resale Registration Statement and the related prospectus.


                                       26
<PAGE>
     Once this Notice and Questionnaire is executed by the undersigned and
received by Genus, the terms of this Notice and Questionnaire, and the
representations and warranties contained herein, shall be binding on, shall
inure to the benefit of and shall be enforceable by the respective successors,
heirs, personal representatives, and assigns of Genus and the undersigned with
respect to the Registrable Shares beneficially owned by the undersigned and
listed in Item 3 above.  This Agreement shall be governed in all respects by the
laws of the State of New York.


IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Date:__________________________________    _____________________________________
                                           Beneficial Owner



                                           By:__________________________________


                                           Name:________________________________


                                           Title:_______________________________


               PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND

                        QUESTIONNAIRE TO GENUS, INC. AT:

                                   Genus, Inc.
                               1139 Karlstad Drive
                               Sunnyvale, CA 94089
                         Attention:  Shum Mukherjee, CFO
                               ___________________


                                       27
<PAGE>

                                                                       EXHIBIT 1

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, CA 94304
Attention: Mark Reinstra
Phone:(650) 493-9300
Fax: (650) 493-6811

RE:  GENUS, INC. (THE "COMPANY") COMMON STOCK TRANSFER

Dear Sirs:


     Please be advised that __________ has transferred ___________ shares of the
Company's Common Stock pursuant to the Registration Statement on Form S-3 (File
No.___-______) filed by the Company.

     We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied with respect to the
transfer described above and that the above-named beneficial owner of the Notes
or Common Stock is named as a selling securityholder in the Prospectus dated
__________, 2003 or in amendments or supplements thereto, and that the number of
shares of Common Stock transferred are all/a portion (please circle as
appropriate) of the Common Stock listed for resale in such Prospectus as amended
or supplemented opposite such owner's name.


                                       Very truly yours,

                                       __________________________________
                                                    (Name)


                                       By:_______________________________
                                             (Authorized Signature)




                                       28
<PAGE>