EXHIBIT 4.2

THIS  WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT
BEEN  REGISTERED  UNDER  THE  SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE
SOLD  OR  OTHERWISE  TRANSFERRED  EXCEPT  PURSUANT  TO AN EFFECTIVE REGISTRATION
STATEMENT  FILED  UNDER  SUCH  ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION
UNDER  SUCH  ACT.


                                                                    May 14, 2001


                                    WARRANT
          TO SUBSCRIBE FOR AND PURCHASE _______ SHARES OF COMMON STOCK
                                 OF GENUS, INC.


             VOID AFTER 5:00 P.M., CALIFORNIA TIME, ON MAY 13, 2006,
           OR IF NOT A BUSINESS DAY, AS DEFINED HEREIN, AT 5:00 P.M.,
           CALIFORNIA TIME, ON THE IMMEDIATELY PRECEDING BUSINESS DAY

No.  Placement  Agent  __

     THIS  CERTIFIES  that,  for  good  and  valuable  consideration,
__________________________,  or  registered  assigns  (the  "Warrantholder"), is
entitled  to  subscribe  for  and  purchase  from  GENUS,  INC.,  a  California
corporation (the "Company"), at a price of $_____ per share (such price, as from
time  to  time  to be adjusted as hereinafter provided, being hereinafter called
the  "Warrant Price"), at any time and from time to time prior to the Expiration
Date (as defined below), up to ______ fully paid, nonassessable shares of Common
Stock,  no  par value, of the Company ("Common Stock"), subject, however, to the
provisions  and  upon  the terms and conditions hereinafter set forth, including
without  limitation the provisions of Section 2 hereof.  "Expiration Date" shall
mean  5:00  P.M., California time, on May 13, 2006, or if not a Business Day, as
defined  herein,  at  5:00  P.M.,  California time, on the immediately preceding
business  day.  "Business Day" shall mean a day other than a Saturday, Sunday or
other  day  on  which  banks in the State of California are authorized by law to
remain  closed.

SECTION  1.     EXERCISE  OF  WARRANT

     (a)     CASH  EXERCISE

     This  Warrant  may be exercised, at any time and from time to time prior to
the  Expiration Date, by the Warrantholder, in whole or in part (but not as to a
fractional  share  of  Common  Stock  and  in  no event for less than 500 shares
(unless  less  than  an  aggregate  of 500 shares are then purchasable under all
outstanding  Warrants  held  by  a  Warrantholder),  by  the  completion  of the
subscription form attached hereto and by the surrender of this Warrant (properly
endorsed)  at  the Company's offices at 1139 Karlstad Drive, Sunnyvale, CA 94089
(or  at such other location in the United States as the Company may designate by
notice  in  writing  to  the  Warrantholder  at the address of the Warrantholder
appearing  on  the  books  of the Company), and by payment to the Company of the
Warrant  Price,  in  cash or by certified or official bank check, for each share
being  purchased.

     (b)     NET  EXERCISE

     Notwithstanding  anything  to  the  contrary  contained in Section 1(a) and
subject  to  the last sentence of this Section 1(b), the Warrantholder may elect
to  exercise  this  Warrant  and  receive shares on a "net exercise" basis in an
amount  equal  to the value of this Warrant by delivery of the subscription form
attached  hereto  and  surrender  of this Warrant at the principal office of the
Company,  in  which  event  the Company shall issue to Holder a number of shares
computed  using  the  following  formula:

               X  =     (P)(Y)(A-B)
                        -----------
                             A

     Where:
          X    =  the  number  of shares of Common Stock to be issued to Holder.

          P    =  the  portion  of  the  Warrant  being  exercised.

          Y    =  the number of shares of Common Stock issuable upon exercise of
               this  Warrant  if  the  Warrant  were  exercised  for  cash.

          A    =  the  Current  Market  Price (as determined pursuant to Section
               1(d))  of  one  share  of  Common  Stock.

          B    =  Warrant  Price.

Notwithstanding anything in this Warrant to the contrary, the provisions of this
Section  1(b)  shall  not  be  applicable  if,  at  the time of exercise of this
Warrant,  a registration statement under the Securities Act of 1933 covering the
resale  of  the  shares  issued  upon  such  exercise  is  in  effect.

     (c)     PROCEDURE  FOR  EXERCISE

     In  the  event of any exercise of the rights represented by this Warrant, a
certificate or certificates for the total number of whole shares of Common Stock
so purchased, registered in the name of the Warrantholder, shall be delivered to
the  Warrantholder  within  a reasonable time, not exceeding five Business Days,
after  the rights represented by this Warrant shall have been so exercised; and,
unless this Warrant has expired, a new Warrant representing the number of shares
(except  a  remaining  fractional  share),  if  any,  with respect to which this
Warrant  shall  not  then  have  been  exercised  shall  also  be  issued to the
Warrantholder  within  such  time.  With  respect  to  any  such  exercise,  the
Warrantholder  shall  for  all  purposes  be deemed to have become the holder of
record  of the number of shares of Common Stock evidenced by such certificate or
certificates from the date on which this Warrant was surrendered and if exercise
is pursuant to Section 1(a), payment of the Warrant Price was made, irrespective
of  the  date  of delivery of such certificate, except that, if the date of such
surrender and payment is a date on which the stock transfer books of the Company
are closed, such person shall be deemed to have become the holder of such shares
at the close of business on the next succeeding date on which the stock transfer
books  are  open.  No  fractional  shares  shall be issued upon exercise of this
Warrant  and no payment or adjustment shall be made upon any exercise on account
of  any  cash  dividends  on the Common Stock issued upon such exercise.  If any
fractional  interest in a share of Common Stock would, except for the provisions
of  this Section 1, be delivered upon any such exercise, the Company, in lieu of
delivering  the  fractional  share  thereof,  shall  pay to the Warrantholder an
amount in cash equal to the Current Market Price of such fractional interest, as
determined  below.

     (d)     CURRENT  MARKET  PRICE

     For  any  computation  hereunder,  the  "Current Market Price" per share of
Common  Stock  on any date shall be deemed to be the average of the daily Market
Price  per  share for the 30 consecutive Trading Days commencing 45 Trading Days
before the date in question.  "Market Price" is defined as the closing bid price
of  such  security on the principal United States securities exchange or trading
market  on  which  such security is listed or traded as reported by the Research
Service of Nasdaq Trading and Market Services (or a comparable reporting service
of  national  reputation), or if the foregoing does not apply, the last reported
sale  price  of  such  security in the over-the-counter market on the electronic
bulletin  board for such security as reported by Nasdaq, or, if no sale price is
reported  for  such  security  by  Nasdaq,  the average of the bid prices of any
market makers for such security as reported in the "pink sheets" by the National
Quotation  Bureau,  Inc.  If  Market  Price  cannot  be established as described
above,  Market  Price  shall  be  the  fair  market value of the Common Stock as
determined  in  good  faith  by  the Board of Directors.  The term "Trading Day"
shall  mean  a day on which Nasdaq or the principal national securities exchange
on  which  the  Common  Stock  is  listed or admitted to trading is open for the
transaction  of  business.

SECTION  2.     ADJUSTMENTS

     The  Warrant  Price  and  the  number and kind of shares issuable hereunder
shall  be  subject to adjustment from time to time upon the happening of certain
events  as  provided  in  this  Section  2.

     (a)     ADJUSTMENTS  GENERALLY

          (1)     If  at any time prior to the exercise of this Warrant in full,
the  Company  shall  (A) declare a dividend or make a distribution on the Common
Stock  payable in shares of its capital stock (whether shares of Common Stock or
of  capital stock of any other class); (B) subdivide, reclassify or recapitalize
its  outstanding  Common  Stock  into  a  greater number of shares; (C) combine,
reclassify or recapitalize its outstanding Common Stock into a smaller number of
shares;  or (D) issue any shares of its capital stock by reclassification of its
Common  Stock  (excluding  any  such  reclassification  in  connection  with  a
consolidation  or  a  merger),  the  Warrant  Price in effect at the time of the
record  date  of  such  dividend,  distribution,  subdivision,  combination,
reclassification or recapitalization shall be adjusted so that the Warrant Price
shall  be  equal  to  the  price  determined by multiplying the Warrant Price in
effect  immediately  prior  to  such event by a fraction, the numerator of which
shall  be  (x)  the  total  number  of outstanding shares of Common Stock of the
Company  immediately  prior to such event; and the denominator of which shall be
(y)  the  total  number  of  outstanding  shares  of Common Stock of the Company
immediately  after  such  event  and,  as so adjusted or readjusted, the Warrant
Price  shall  remain  in  effect  until  a further adjustment or readjustment is
required  by this Section 2.  Whenever the Warrant Price is adjusted pursuant to
this  Section  2(a)(1),  the  shares  issuable hereunder shall simultaneously be
adjusted  by  multiplying  the  number  of  shares issuable upon exercise of the
Warrant  immediately  prior  to such event by the Warrant Price in effect on the
date thereof and dividing the product so obtained by the Warrant Price resulting
from  such adjustment.  Any adjustment required by this Section 2(a)(1) shall be
made  successively  immediately after the record date, in the case of a dividend
or  distribution,  or  the  effective  date,  in  the  case  of  a  subdivision,
combination, reclassification or recapitalization, to allow the purchase of such
aggregate  number  and  kind  of  shares.

          (2)     If  at any time prior to the exercise of this Warrant in full,
the  Company  shall  make  a  distribution to all holders of the Common Stock of
stock  of  a  subsidiary  or other corporation or securities convertible into or
exercisable  for  such stock, then in lieu of an adjustment in the Warrant Price
or  the  number  of shares of Common Stock purchasable upon the exercise of this
Warrant,  the  Warrantholder,  upon  the  exercise hereof at any time after such
distribution,  shall  be entitled to receive from the Company the stock or other
securities  to  which  the  Warrantholder  would  have  been  entitled  if  the
Warrantholder  had exercised this Warrant immediately prior thereto, all subject
to  further  adjustment  as  provided  in  this Section 2, and the Company shall
reserve,  for  the  life  of  the Warrant, such securities of such subsidiary or
other corporation; provided, however, that no adjustment in respect of dividends
or  interest  on such stock or other securities shall be made during the term of
this  Warrant  or  upon  its  exercise.

          (3)     If  at  any  time  prior  to the expiration of this Warrant in
full,  the Company shall issue rights or warrants to all holders of Common Stock
as  such entitling them to subscribe for or purchase Common Stock at a price per
share less than the Current Market Price per share on such record date, then, in
each  such  case  the  number  of  shares  subject  to  this  Warrant thereafter
purchasable upon the exercise of this Warrant shall be determined by multiplying
the  number  of  shares of Common Stock theretofore purchasable upon exercise of
this  Warrant  by  a fraction, the numerator of which shall be (x) the number of
shares  of  Common  Stock  outstanding on the date of issuance of such rights or
warrants,  plus  the  number  of  additional  shares of Common Stock offered for
subscription  or  purchase, and the denominator of which shall be (y) the number
of  shares of Common Stock outstanding on the date of issuance of such rights or
warrants  plus  the  number  of  shares that the aggregate offering price of the
total  number of shares of Common Stock so offered would purchase at the Current
Market  Price  on  such  record date.  For purposes of this Section 2(a)(3), the
issuance  of  rights  or  warrants  to  subscribe  for  or  purchase  securities
convertible  into  Common  Stock shall be deemed to be the issuance of rights or
warrants to purchase the Common Stock into which such securities are convertible
at  an  aggregate  offering  price equal to the aggregate offering price of such
securities plus the minimum aggregate amount (if any) payable upon conversion of
such  securities into Common Stock.  In addition to the adjustment in the number
of  shares  in  this  Section  2(a)(3),  the  Warrant  Price  per share shall be
appropriately  adjusted  so  that  the  aggregate  Warrant  Price  shall  remain
constant.

          (4)     If  at any time prior to the exercise of this Warrant in full,
the  Company  shall  distribute  to  all holders of its Common Stock evidence of
indebtedness  of  the Company or assets of the Company (excluding cash dividends
or  distributions  out of earned surplus) or rights or warrants to subscribe for
securities  of  the  Company  (excluding  those  referred  to in Section 2(a)(3)
above),  then  in  each  case  the  Warrant  Price  shall be adjusted to a price
determined  by multiplying the Warrant Price in effect immediately prior to such
distribution by a fraction, the numerator of which shall be (x) the then Current
Market  Price  per share of Common Stock on the record date for determination of
stockholders entitled to receive such distribution, less the then fair value (as
reasonably  determined  by  the  Board  of  Directors  of  the  Company,  whose
determination  shall be conclusive) of the portion of the assets or evidences of
indebtedness so distributed or of such subscription rights or warrants which are
applicable  to  one share of Common stock, and the denominator of which shall be
(y)  the Current Market Price per share of Common Stock; provided, however, that
if  the  then  Current Market Price per share of Common Stock on the record date
for  determination of stockholders entitled to receive such distribution is less
than  the  then  fair  value  of  the  portion  of  the  assets  or  evidence of
indebtedness so distributed or of such subscription rights or warrants which are
applicable to one share of Common Stock, the foregoing adjustment of the Warrant
Price  shall  not  be  made and in lieu thereof the number of shares purchasable
upon  exercise  of  each Warrant immediately prior to such distribution shall be
adjusted  so  that  the holder of such Warrant shall be entitled to receive upon
exercise  of  such  Warrant  the  kind  and  number  of  assets,  evidence  of
indebtedness,  subscription  rights  and  warrants  (or,  in  the  event  of the
redemption  of  such  evidence of indebtedness, subscription rights or warrants,
any  cash paid in respect of such redemption) that such Warrantholder would have
owned  or  have  been  entitled to receive in such distribution had such Warrant
been  exercised  immediately  prior  to  the  record  date of such distribution.

          (5)     For  purposes  of any computation under this Section 2(a), the
Current  Market  Price  per  share  of  Common Stock on any date shall be deemed
calculated  as  provided  in  Section  1(d).

          (6)     No  adjustment  in  the Warrant Price shall be required unless
such  adjustment  would  require  an increase or decrease of at least five cents
($.05) in such price; provided, however, that any adjustments which by reason of
this  Section  2(a)(6)  are not required to be made shall be carried forward and
taken  into  account  in any subsequent adjustment.  All calculations under this
Section  2(a)  shall be made to the nearest cent or to the nearest one hundredth
of  a  share, as the case may be.  Notwithstanding anything in this Section 2(a)
to  the  contrary,  the Warrant Price shall not be reduced to less than the then
existing  par  value  of  the  Common  Stock  as a result of any adjustment made
hereunder.

          (7)     In the event that at any time, as the result of any adjustment
made  pursuant  to  this Section 2(a), the Warrantholder thereafter shall become
entitled  to  receive  any  securities  other  than Common Stock, thereafter the
number  of  such  other  securities  so receivable upon exercise of this Warrant
shall  be  subject  to  adjustment from time to time in a manner and on terms as
nearly  equivalent  as  practicable to the provisions with respect to the Common
Stock  contained  in  Section  2(a).

     (b)     NO  ADJUSTMENT  FOR  DIVIDENDS

     Except  as  provided  in  Section  2(a) of this Agreement, no adjustment in
respect  of  any cash dividends shall be made during the term of this Warrant or
upon  the  exercise  of  this  Warrant.

     (c)     PRESERVATION  OF  PURCHASE  RIGHTS  IN  CERTAIN  TRANSACTIONS

     In  case  of any consolidation of the Company with or merger of the Company
into  another  corporation  or  in  case  of  any  sale or conveyance to another
corporation of the property of the Company as an entirety or substantially as an
entirety,  the  Company or such successor or purchasing corporation, as the case
may  be,  shall  execute  an  agreement  with  the  Warrantholder  whereby  the
Warrantholder  shall have the right thereafter upon payment of the Warrant Price
in  effect  immediately  prior  to  such action to purchase upon exercise of the
Warrant  the  kind  and amount of shares and other securities and property which
the  Warrantholder  would  have owned or have been entitled to receive after the
happening of such consolidation, merger, sale or conveyance had the Warrant been
exercised  immediately  prior  to  such action.  The Company shall mail by first
class  mail,  postage  prepaid, to the Warrantholder, notice of the execution of
any  such  agreement.  Such agreement shall provide for adjustments, which shall
be as nearly equivalent as may be practicable to the adjustments provided for in
this  Section  2.  The  provisions  of  this  Section 2 shall similarly apply to
successive  consolidations,  mergers,  sales  or conveyances.  The Warrantholder
shall  be  under  no  duty or responsibility to determine the correctness of any
provisions contained in any such agreement relating either to the kind or amount
of  shares  of stock or other securities or property receivable upon exercise of
warrants  or  with  respect  to the method employed and provided therein for any
adjustments.

     (d)     FORM  OF  WARRANT  AFTER  ADJUSTMENTS

     The  form of this Warrant need not be changed because of any adjustments in
the  Warrant  Price  or the number or kind of the shares purchasable pursuant to
this  Warrant,  and  Warrants  theretofore  or thereafter issued may continue to
express  the  same  price  and  number  and kind of shares as are stated in this
Warrant,  as  initially  issued; provided, however, that the Company may, at any
time  in its sole discretion (which shall be conclusive), make any change in the
form  of  Warrant  certificate  that  it  may deem appropriate and that does not
affect the substance thereof. Any Warrant certificate thereafter issued, whether
upon  registration  of  transfer  of,  or  in  exchange  or substitution for, an
outstanding  Warrant  certificate  may  be  in  the  form  so  changed.

     (e)     TREATMENT  OF  WARRANTHOLDER

     Prior  to due presentment for registration of transfer of this Warrant, the
Company  may  deem  and  treat  the  Warrantholder as the absolute owner of this
Warrant  (notwithstanding any notation of ownership or other writing hereon) for
all  purposes  and  shall  not  be  affected  by  any  notice  to  the contrary.

     (f)     NOTICE  OF  ADJUSTMENT

     Upon  any  adjustment  under this Section 2, then and in each such case the
Company shall give written notice thereof, by first-class mail, postage prepaid,
addressed  to  the  Warrantholder  at the address of such holder as shown on the
books  of the Company, which notice shall state the Warrant Price and the number
or  kind  of the shares purchasable pursuant to this Warrant resulting from such
adjustment, setting forth in reasonable detail the method of calculation and the
facts  upon  which  such  calculation  is  based.

     (g)     STOCK  TO  BE  RESERVED

     The  Company  will  at  all  times  reserve  and  keep available out of its
authorized Common Stock, solely for the purpose of issuance upon the exercise of
this  Warrant as herein provided, such number of shares of Common Stock as shall
then  be issuable upon the exercise of this Warrant.  The Company covenants that
all  shares  of  Common Stock which shall be so issued, upon full payment of the
Warrant  Price  therefore  or  as  otherwise set forth herein, shall be duly and
validly  issued  and fully paid and nonassessable and free from all taxes, liens
and  charges  with  respect  to  the  issue  thereof,  and, without limiting the
generality  of  the  foregoing,  the Company covenants that it will from time to
time  take  all  such action as may be required to ensure that the par value per
share,  if  any,  of  the Common Stock is at all times equal to or less than the
effective  Warrant  Price.  The  Company  will  take  all  such action as may be
necessary  to  ensure  that  all  such  shares  of Common Stock may be so issued
without  violation of any applicable law or regulation, or of any requirement of
any  national  securities  exchange or automated quotation system upon which the
Common Stock of the Company may be listed.  The Company will not take any action
that  results  in  any  adjustment  under this Section 2, if the total number of
shares  of  Common  Stock issued and issuable after such action upon exercise of
this  Warrant  would  exceed  the  total  number  of shares of Common Stock then
authorized  by  the Company's Certificate of Incorporation.  The Company has not
granted  and  will  not  grant any right of first refusal with respect to shares
issuable  upon  exercise  of  this  Warrant,  and there are no preemptive rights
associated  with  such  shares.

     (h)     ISSUE  TAX

     The  issuance  of  certificates for shares of Common Stock upon exercise of
any Warrant shall be made without a charge to the Warrantholder for any issuance
tax  in  respect thereof, provided that the Company shall not be required to pay
any tax which may be payable in respect of any transfer involved in the issuance
and  delivery of any certificate in a name other than that of the Warrantholder.

     (i)     CLOSING  OF  BOOKS

     The  Company  will at no time close its transfer books against the transfer
of  the  shares  of  Common  Stock  issued or issuable upon the exercise of this
Warrant  in any manner that interferes with the timely exercise of this Warrant.

     (j)     DEFINITION  OF  COMMON  STOCK

     As  used  herein  the term "Common Stock" shall mean and include the Common
Stock,  par  value  $0.01,  of  the Company as authorized on the date hereof, or
shares  of  any  class  or  classes  resulting  from  any  recapitalization  or
reclassification  thereof  which  are not limited to any fixed sum or percentage
and  are  not subject to redemption by the Company and in case at any time there
shall  be  more  than one such resulting class, the shares of each class then so
issuable  shall  be  substantially  in  the proportion which the total number of
shares of such class resulting from all such reclassification bears to the total
number  of  shares of all such classes resulting from all such reclassification.

SECTION  3     MARKET  STAND  OFF

     The Warrantholder hereby agrees that, during the period of duration (up to,
but not exceeding 180 days or the period agreed to by the Company's officers and
directors,  whichever  is  less)  specified by the Company and an underwriter of
Common  Stock or other equity securities of the Company, following the effective
date  of a registration statement of the Company filed under the Securities Act,
it  shall  not,  to  the  extent  requested by the Company and such underwriter,
directly or indirectly sell, offer to sell, contract to sell (including, without
limitation,  any short sale), grant any option to purchase or otherwise transfer
or  dispose  of  (other  than  to  donees  who  agree to be similarly bound) any
securities  of  the  Company  held  by  it at any time during such period except
Common  Stock  included in such registration.  In order to enforce the foregoing
covenant,  the Company may impose stop-transfer instructions with respect to the
securities  of  the  Warrantholder  until  the  end  of  such  period,  and  the
Warrantholder  agrees  that,  if so requested, the Warrantholder will execute an
agreement  in  the  form  provided by the underwriter containing terms which are
essentially  consistent  with  the  provisions  of  this  Section.

SECTION  4.     REGISTRATION  RIGHTS

     The Company and the Warrantholder hereby adopt, incorporate and make a part
of  this  Agreement  each  of  the  provisions,  rights,  duties,  obligations,
representations,  conditions  and  responsibilities of the respective parties to
that  certain  Registration  Rights  Agreement  dated  as  of  May 14, 2001 (the
"Registration  Rights  Agreement")  by  and  between the Company and the Initial
Investors  (as  defined  in  the  Registration  Rights  Agreement)  as  though
Warrantholder  was  party  to  the  Registration  Rights Agreement as an Initial
Investor  and  as though such Registration Rights Agreement were fully set forth
herein  with  the  following  exceptions:

          (a)     As  used  in  the  Registration  Rights  Agreement

               (i)     "Investors"  shall  mean  Warrantholder;

               (ii)     "Registrable Securities" shall mean the shares of Common
Stock  issuable  upon  exercise  of this Warrant and any shares of capital stock
issued  or issuable, from time to time (with any adjustments), as a distribution
on  or  in  exchange  for  or  otherwise  with  respect  to  thereto;  and

          (b)     The  provisions of the second paragraph of Section 2(c) of the
Registration  Rights  Agreement  entitled  "Payments  by  the  Company" shall be
inapplicable.

SECTION  5.     NOTICES  OF  RECORD  DATES

     In  the  event  of:

          (a)     any  taking  by  the Company of a record of the holders of any
class  of  securities for the purpose of determining the holders thereof who are
entitled  to  receive  any  dividend  or  other  distribution  (other  than cash
dividends  out  of  earned  surplus), or any right to subscribe for, purchase or
otherwise  acquire  any  shares of stock of any class or any other securities or
property,  or  to  receive any right to sell shares of stock of any class or any
other  right,  or

          (b) any capital reorganization of the Company, any reclassification or
recapitalization  of  the capital stock of the Company or any transfer of all or
substantially all the assets of the Company to or consolidation or merger of the
Company  with  or  into  any  other  corporation  or  entity,  or

          (c)  any  voluntary  or  involuntary  dissolution,  liquidation  or
winding-up  of the  Company,

then  and  in  each such event the Company will give notice to the Warrantholder
specifying  (1) the date on which any such record is to be taken for the purpose
of  such dividend, distribution or right and stating the amount and character of
such  dividend,  distribution  or  right,  and  (2)  the  date on which any such
reorganization,  reclassification,  recapitalization,  transfer,  consolidation,
merger,  dissolution,  liquidation or winding-up is to take place, and the time,
if any is to be fixed, as of which the holders of record of Common Stock will be
entitled  to  exchange  their  shares  of  Common  Stock for securities or other
property  deliverable  upon  such  reorganization,  reclassification,
recapitalization,  transfer,  consolidation, merger, dissolution, liquidation or
winding-up.  Such  notice  shall  be given at least 20 days and not more than 90
days  prior  to the date therein specified, and such notice shall state that the
action  in  question  or  the  record  date is subject to the effectiveness of a
registration  statement  under  the  Securities  Act  or  to a favorable vote of
stockholders,  if  either is required. Failure to mail or receive such notice or
any  defect  therein  shall  not  affect the validity of any action with respect
thereto.

SECTION  6.     NO  STOCKHOLDERS  RIGHTS  OR  LIABILITIES

     This  Warrant  shall  not entitle the Warrantholder to any voting rights or
other  rights  as  a  stockholder  of  the Company.  No provision hereof, in the
absence  of affirmative action by the Warrantholder to purchase shares of Common
Stock,  and  no  mere  enumeration  herein  of  the  rights or privileges of the
Warrantholder  shall  give  rise  to any liability of such Warrantholder for the
Warrant  Price  or  as  a  stockholder of the Company, whether such liability is
asserted  by  the  Company  or  by  creditors  of  the  Company.

SECTION  7.     LOST,  STOLEN,  MUTILATED  OR  DESTROYED  WARRANT

     In  case  the  certificate or certificates evidencing the Warrants shall be
mutilated,  lost,  stolen or destroyed, the Company shall, at the request of the
Warrantholder,  issue  and  deliver  in  exchange  and substitution for and upon
cancellation  of  the  mutilated  certificate or certificates, or in lieu of and
substitution  for  the  certificate or certificates lost, stolen or destroyed, a
new  Warrant  certificate  or  certificates  of  like  tenor and representing an
equivalent  right or interest, but only upon receipt of evidence satisfactory to
the  Company of such loss, theft or destruction of such Warrant and an agreement
of  indemnity,  if  requested.

SECTION  8.     NOTICES

     All  notices, requests and other communications required or permitted to be
given  or  delivered  hereunder  shall be in writing, and shall be delivered, or
shall  be  sent  by  certified  or registered mail or overnight courier, postage
prepaid,  or  by  facsimile,

     (a)  If  to  a  Warrantholder or a holder of shares issued upon exercise of
this  Warrant,  addressed  to

     Wells  Fargo  Van  Kasper
     600  California  St.,  Suite  1700
     San  Francisco,  CA  94108
     Telephone  No.:  (415)  391-5600
     Facsimile  No.:  (415)  397-2744
     Attention:     Robert  L.  Quist
                    Managing  Director

     (b)  If  to  the  Company  addressed  to  it  If  to  the  Company:

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

     With  a  copy  to:

     Wilson  Sonsini  Goodrich  &  Rosati,  PC
     650  Page  Mill  Road
     Palo  Alto,  CA  94304
     Telephone  No.:  (650)  493-9300
     Facsimile  No.:   (650)  493-6811
     Attention:  Mark  Casillas,  Esq.

     Each  party may from time to time change the address to which notices to it
are  to be delivered or mailed hereunder by notice in accordance herewith to the
other  party.

SECTION  9.     Representations  and  Warranties  of  Warrantholder.

          (a)  Acquisition  for  Own  Account.  Warrantholder  is  acquiring the
Warrant  and the shares of Common Stock upon exercise thereof ("Securities") for
Warrantholder's own account and not with a present view towards the distribution
thereof.  Warrantholder  understands  that  Warrantholder must bear the economic
risk  of  this  investment  indefinitely,  unless  the Securities 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 of the Securities other than as
contemplated  by the Registration Rights Agreement.  Notwithstanding anything in
this  Section  8(a)  to  the  contrary,  by making the foregoing representation,
Warrantholder  does  not  agree  to hold the Securities for any minimum or other
specific term and reserves the right to dispose of the Securities 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.  Warrantholder  has  been  furnished  all  materials
relating  to  the business, finances and operations of the Company and materials
relating  to  the  issuance  of  the  Securities,  which  have been requested by
Warrantholder.  Warrantholder has been afforded the opportunity to ask questions
of  the  Company and has received what Warrantholder believes to be satisfactory
answers to any such inquiries.  Warrantholder understands that its investment in
the  Securities  involves  a  high  degree  of  risk.

          (c)  Governmental  Review.  Warrantholder  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 Securities.

          (d)   Authorization;  Enforcement.  Warrantholder  has  the  requisite
power and authority to enter into and perform its obligations under this Warrant
and  to  purchase  the shares in accordance with the terms hereof.  This Warrant
has  been  duly  and  validly  authorized,  executed  and delivered on behalf of
Warrantholder  and is a valid and binding agreement of Warrantholder enforceable
against  Warrantholder  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.  Warrantholder understands that (i) except as
provided  in the Registration Rights Agreement, the Securities 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)
Warrantholder  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 Securities to be sold or transferred may be sold or transferred
under  an  exemption  from  such  registration,  or  (C)  sold  under  Rule  144
promulgated  under  the  Securities  Act  (or  a successor rule), or (D) sold or
transferred  to  an  employee or other affiliate of Warrantholder pursuant to an
exemption  under  the Securities Act; and (ii) neither the Company nor any other
person  is under any obligation to register such Securities 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 the Registration
Rights  Agreement.

          (f)  Legend.  Warrantholder  understands  that  this  Warrant  and the
shares  of  Common  Stock issuable upon exercise of this Warrant and, until such
time  as  the shares of Common Stock issuable upon exercise of this Warrant have
been  registered  under  the  Securities Act as contemplated by the Registration
Rights  Agreement  or otherwise may be sold by Warrantholder under Rule 144, the
certificates  for  the shares may bear a restrictive legend in substantially the
following  form:

          These  securities 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 issue a
certificate  without  such legend to the holder of any Security upon which it is
stamped, if (a) the sale of such Security is registered under the Securities Act
or  (b) in connection with the resale of such Security, such holder provides the
Company  with  an opinion of counsel, in form, substance and scope customary for
opinions of counsel in comparable transactions, to the effect that a public sale
or  transfer  of  such  Security  may  be  made  without  registration under the
Securities  Act  or  (c)  such  holder  provides  the  Company  with  reasonable
assurances  that  such  Security  can  be sold under Rule 144(k).  Warrantholder
agrees  to  sell all Securities, including those represented by a certificate(s)
from  which  the  legend has been removed, pursuant to an effective registration
statement  or  under  an  exemption  from  the  registration requirements of the
Securities  Act.

          (g).  Accredited  Investor  Status.  Warrantholder  is  an "accredited
investor"  as  that  term  is  defined  in  Rule  501(a)  of  Regulation  D.

SECTION  10.     AMENDMENTS  AND  WAIVERS

     This  Warrant  and  any  term  hereof may be changed, waived, discharged or
terminated  only  by  an instrument in writing signed by the party against which
enforcement  of  such  change,  waiver,  discharge  or  termination  is  sought.

SECTION  11.     SEVERABILITY

     If  one  or  more  provisions  of this Warrant are held to be unenforceable
under  applicable  law, such provisions shall be excluded from this Warrant, and
the  balance  of  this Warrant shall be interpreted as if such provision were so
excluded  and  shall  be  enforceable  in  accordance  with  its  terms.

SECTION  12.     GOVERNING  LAW

     THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE
OF  CALIFORNIA  WITHOUT  REGARD  TO  CONFLICT  OF  LAW  PRINCIPLES.

SECTION  13.     HEADINGS

     The  headings  in this Warrant are for purposes of reference only and shall
not  limit  or  otherwise  affect  any  of  the  terms  hereof.

SECTION  14.     COUNTERPARTS

     This  Warrant  may be executed in any number of counterparts, each of which
shall  be  deemed an original but all of which together shall constitute one and
the  same  instrument.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<PAGE>

     IN  WITNESS WHEREOF, the Company and WFVK have executed this Warrant on and
as  of  the  day  and  year  first  above  written.

                         GENUS,  INC.,
                         a  California  corporation


                         By:  ____________________________________
                              __William  Elder____________________
                                --------------
                         Its:   Chairman,  President and Chief Executive Officer
                               -------------------------------------------------


Attest:

_______________________



                         WELLS  FARGO  VAN  KASPER



                         By:  ____________________________________
                              _____________________________
                         Its:____________________________________

<PAGE>

                                SUBSCRIPTION FORM
                 (To be executed upon exercise of this Warrant)

Genus,  Inc.
1139  Karlstad  Drive
Sunnyvale,  CA  94089
Attention:  ________________

     The  undersigned  hereby  irrevocably  elects  to  exercise  the  right  of
purchaser  represented  by  the  within Warrant for, and to purchase thereunder,
______________  shares  of  Common  Stock,  as  provided for therein, and either
tenders  herewith payment of the purchase price in full in the form of cash or a
certified  or  official  bank  check  in the amount of $_____________ or, if the
undersigned  elects  pursuant  to  Section 1(b) of the within Warrant to convert
such  Warrant  into Common Stock a net issuance basis, the undersigned exercises
the  within  Warrant  by  exchange  under  the  terms  of  Section  1(b).

     Please  issue  a  certificate  or certificates for such Common Stock in the
name  of,  and  pay  any  cash  for  any  fractional  share  to:

                         Name:______________________________

                         Address:

                         Social
                         Security  No:


     If  said number of shares shall not be all the shares purchasable under the
within  Warrant,  a  new Warrant is to be issued in the name of said undersigned
for the balance remaining of the shares purchasable thereunder rounded up to the
next  higher  number  of  shares.

                         Name_______________________________


                         Signature____________________________

                         Note:     The  above  signature must correspond exactly
with the name on the first page of this Warrant or with the name of the assignee
appearing  in  the  assignment  form  below.



<PAGE>

                                   ASSIGNMENT
                (To be executed only upon assignment of Warrant)


     For  value  received, _______________________________ hereby sells, assigns
and  transfers  unto  _______________________  the  within  Warrant Certificate,
together with all right, title and interest therein, and does hereby irrevocably
constitute  and  appoint ____________________ attorney, to transfer said Warrant
on  the books of the within-named Company with respect to the number of Warrants
set  forth  below,  with  full  power  of  substitution  in  the  premises:

               Name(s)  of
               Assignee(s)/Address               No.  of  Warrants
               -------------------               -----------------






And  if said number of Warrants shall not be all the Warrants represented by the
Warrant,  a  new Warrant is to be issued in the name of said undersigned for the
balance  remaining  of  the  Warrants  registered  by  said  Warrant.

                                  Name_______________________


Dated:  __________________        Signature____________________

                                  Note:     The above  signature must correspond
                                            Exactly with  the name  on  the
                                            face  of  this  Warrant