EXHIBIT 4.1

                          SECURITIES PURCHASE AGREEMENT
                        -------------------------------

     SECURITIES PURCHASE AGREEMENT (this "AGREEMENT"), dated as of May 14, 2001,
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, (i) shares of the
Company's  common stock, no par value (the "COMMON STOCK"), and (ii) warrants in
the  form  attached  hereto  as  Exhibit  A  (including  any  warrants issued in
replacement  thereof,  the  "WARRANTS"), to acquire shares of Common Stock.  The
shares  of  Common  Stock issuable upon exercise of or otherwise pursuant to the
Warrants  are  referred  to  herein  as  the  "WARRANT  SHARES."

     C.     Contemporaneous  with  the execution and delivery of this Agreement,
the  parties hereto are executing and delivering a Registration Rights Agreement
in  the form attached hereto as Exhibit B (the "REGISTRATION RIGHTS AGREEMENT"),
pursuant  to which 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  mean  any  day on which the principal United States
securities  exchange  or  trading  market on which the Common Stock is listed or
traded  as  reported  by  NTMS  (as  defined  below)  is  open  for  trading.

     "CLOSING PRICE" shall mean for the Common Stock as of any date, 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 selected by the Purchasers as provided
in Section 8(n) hereof, and reasonably acceptable to the Company if the Research
Service  of Nasdaq Trading and Market Services is not then reporting closing bid
prices  of  such  security) (collectively, "NTMS"), 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 NTMS,
or,  if  no sale price is reported for such security by NTMS, the average of the
bid  prices  of  any  market  makers  for such security as reported in the "pink
sheets"  by  Pink  Sheets LLC (formerly the National Quotation Bureau, Inc.), in
each  case  for  such  date  or,  if such date was not a Trading Day (as defined
below)  for such security, on the next preceding day which was a Trading Day. If
the  Closing Price cannot be calculated for a share of Common Stock as of either
of  such dates on any of the foregoing bases, the Closing Price of such security
on  such  date  shall  be  the  fair market value as determined by an investment
banking  firm  selected  by  the  Company  and  reasonably  acceptable  to  the
Purchasers,  with  the  costs  of  such  appraisal  to  be borne by the Company.

     "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.

     "MARKET  PRICE"  shall mean, with respect to any date of determination, the
Closing  Price  on  the  Trading  Day  immediately  preceding  such  date  of
determination, appropriately adjusted to reflect any stock dividend, stock split
or  similar  transaction  during  either  such  relevant  period.

     "MATERIAL ADVERSE EFFECT" shall mean any material adverse effect on (i) the
Securities, (ii) the ability of the Company to perform its obligations hereunder
(including  the  issuance  of  the  Shares and the Warrants), under the Warrants
(including  the issuance of the Warrant Shares) or under the Registration Rights
Agreement  or (iii) the business, operations, properties, prospects or financial
condition  of  the  Company  and  its  subsidiaries,  taken  as  a  whole.

     "PRO  RATA  PERCENTAGE"  shall  mean,  with  respect  to  any  Purchaser, a
percentage  computed  by  dividing  such  Purchaser's  Investment  Amount by the
aggregate  Investment  Amounts  of  all  Purchasers.

     "SECURITIES"  shall  mean  the Shares, the Warrants and the Warrant Shares.

     "SHARES"  means  the  shares  of  Common Stock to be issued and sold by the
Company  and  purchased  by  the  Purchasers  at  the  Closing.

     "TRADING  DAY" shall mean a Business Day on which at least 10,000 shares of
Common  Stock  are  traded on the principal United States securities exchange or
trading  market  on which such security is listed or traded as reported by NTMS.


2.     PURCHASE  AND  SALE  OF  SHARES  AND  WARRANTS.

     a.     Generally.  Except  as  otherwise  provided  in  this  Section 2 and
subject to the satisfaction (or waiver) of the conditions set forth in Section 6
and  Section  7  below,  each  Purchaser shall purchase the number of Shares and
Warrants  determined  as provided in this Section 2, and the Company shall issue
and  sell  such  number  of  Shares  and  Warrants  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.

     b.     Number  of  Closing  Shares  and  Warrants; Form of Payment; Closing
Date.

     i.     On  the  Closing Date (as defined below), the Company shall sell and
each Purchaser shall buy (A) the number of Shares as is equal to the quotient of
(I)  such  Purchaser's  Investment Amount divided by (II) $3.00 and (B) Warrants
exercisable for a number of shares of Common Stock equal to 50% of the number of
Shares  referred to in subclause (A) above.  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 and duly
executed  Warrants  being  purchased  by  such  Purchaser, and the Company shall
deliver such Shares and Warrants against delivery of such Purchaser's Investment
Amount.

     iii.     Subject  to the satisfaction (or waiver) of the conditions thereto
set forth in Section 6 and Section 7 below, the date and time of the sale of the
Shares and the Warrants pursuant to this Agreement (the "CLOSING") shall be 4:00
pm. San Francisco time on May 14, 2001 or such other date or time as Wells Fargo
Van  Kasper  ("WFVK")  and the Company may mutually agree ("CLOSING DATE").  The
Closing shall occur at the San Francisco offices of WFVK, or at such other place
as  WFVK  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
Securities  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 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 such Securities
other  than  as  contemplated  by  the  Registration  Rights  Agreement.
Notwithstanding  anything  in  this  Section 3(a) to the contrary, by making the
foregoing  representation,  the  Purchaser 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.  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 Securities 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 such inquiries.  The Purchaser understands that its investment in
the  Securities  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.

     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 Securities.

     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  and the Warrants 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 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)
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 Securities 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 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.     Legends.  The Purchaser understands that the Shares and the Warrants
and, until such time as the Shares and Warrant Shares have been registered under
the  Securities  Act  as  contemplated  by  the Registration Rights Agreement or
otherwise  may be sold by the Purchaser under Rule 144, the certificates for the
Shares  and  Warrant  Shares  may bear a restrictive 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 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).  The Purchaser
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.  The legend shall be removed when such Security is sold pursuant
to  an effective registration statement or may be sold by a Purchaser who is not
an  "affiliate"  of  the  Company  under  Rule  144(k).

     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
Securities  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
Securities.

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. Schedule 4(a) sets
forth  the  Company's  jurisdiction of incorporation and the name of each of the
Company's  subsidiaries  and  its  jurisdiction  of  incorporation.

b.     Authorization;  Enforcement.  (i) The Company has the requisite corporate
power  and  authority  to  enter  into  and  perform  its obligations under this
Agreement, the Warrants and the Registration Rights Agreement, to issue and sell
the Shares and the Warrants in accordance with the terms hereof and to issue the
Warrant Shares upon exercise of the Warrants in accordance with the terms of the
Warrants;  (ii)  the  execution, delivery and performance of this Agreement, the
Warrants  and  the  Registration  Rights  Agreement  by  the  Company  and  the
consummation  by  it  of  the  transactions  contemplated  hereby  and  thereby
(including, without limitation, the reservation for issuance and issuance of the
Shares  and  the  issuance  of the Warrants and the reservation for issuance and
issuance of the Warrant 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, and,
upon  execution and delivery by the Company and the other parties thereto to the
extent  required  of  the  Registration  Rights Agreement and the Warrants, such
agreements  will  constitute,  valid  and  binding  obligations  of  the Company
enforceable  against  the  Company  in  accordance  with their respective 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).

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 and the Warrant 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
Securities  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 the
Registration Rights 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 Securities in accordance with the terms
of  this  Agreement,  the  Warrants or the Registration Rights 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 Securities in accordance with the terms of
this  Agreement, the Warrants or the Registration Rights 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.  The  Warrant  Shares  are  duly  authorized  and  reserved for
issuance,  and,  upon  exercise  of  the  Warrants  in accordance with the terms
thereof, will be validly issued, fully paid and non-assessable and free from all
taxes  and 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,  the  Registration  Rights Agreement and the Warrants by the Company,
and  the consummation by the Company of the transactions contemplated hereby and
thereby  (including,  without  limitation,  the  reservation  for  issuance  and
issuance  of the Shares and the Warrant Shares and the issuance of the Warrants)
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 (including (assuming the accuracy of the
representations  and warranties of the Purchasers) the United States federal and
state  securities  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 (including without limitation the issuance and
sale  of  the  Shares  and Warrants as provided hereby), the Warrants (including
without  limitation  the  issuance  of  the  Warrant Shares) or the Registration
Rights  Agreement,  in each case in accordance with the terms hereof or thereof.
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 (and
interpretations  thereof)  as  currently  in  effect.

     f.     SEC  Documents;  Financial  Statements.  Since  January 1, 2000, 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  herein 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 in all material respects 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 in all material respects 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
include  footnotes or may be condensed or summary statements) and fairly present
in  all material respects 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  December  31,  2000,  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 5(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.  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.  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.     Environment.  Except  as disclosed in the SEC Documents (i) there is
no environmental liability, nor factors likely to give rise to any environmental
liability,  affecting  any  of  the  properties  of  the  Company  or any of its
subsidiaries  that,  individually  or  in  the  aggregate, would have a Material
Adverse  Effect  and  (ii)  neither  the Company nor any of the subsidiaries has
violated  any  environmental  law  applicable to it now or previously in effect,
other  than  such  violations  or  infringements  that,  individually  or in the
aggregate,  have  not  had  and  will  not  have  a  Material  Adverse  Effect.

     k.     Title.  The  Company  and each of its subsidiaries has good title in
fee simple to all real property and good title to all personal property owned by
it  which is material to its business, free and clear of all liens, encumbrances
and  defects  except  for  such  defects  in  title that, individually or in the
aggregate,  could  not  have  a  Material Adverse Effect.  Any real property and
facilities  held  under lease by the Company or any of its subsidiaries are held
by the Company or such subsidiary under valid, subsisting and enforceable leases
with  such  exceptions  which  have not had and will not have a Material Adverse
Effect.

     l.     Insurance.  The Company and its subsidiaries maintain such insurance
relating  to  their business, operations, assets, key-employees and officers and
directors  as  is  appropriate to their business, assets and operations, in such
amounts and against such risks as are customarily carried and insured against by
owners  of  comparable  businesses,  assets  and  operations, and such insurance
coverages  will  be  continued  in  full  force  and effect to and including the
Closing  Date  other  than  those  insurance  coverages  in respect of which the
failure to continue in full force and effect could not reasonably be expected to
have  a  Material  Adverse  Effect.

     m.     Acknowledgment Regarding the Purchasers' Purchase of the Securities.
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 and is merely incidental to such Purchaser's purchase
of  Securities  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.

     n.     No  Brokers.  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  except for WFVK and Burnham Securities Inc.,
whose  commissions  and  fees  will  be  paid  by  the  Company.

     o.     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.

     p.     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 Securities being offered
hereby.

     q.     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 Securities being
offered  hereby under the Securities Act or cause this offering of Securities to
be  integrated with any prior offering of securities of the Company for purposes
of  the  Securities  Act. The offer, sale and delivery of shares of Common Stock
upon  exercise of the Warrants will be exempt from the registration requirements
of  Section  5  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.

     r.     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 Securities (as defined in the Registration Rights Agreement).

     s.     Disclosure.  All  information  relating to or concerning the Company
and  its  subsidiaries  set forth in this Agreement or provided to the Purchaser
pursuant  to  Section  3(b)  hereof  and  otherwise  in  connection  with  the
transactions  contemplated  hereby  is true and correct in all material respects
and the Company has not omitted to state any material fact necessary in order to
make  the statements made herein or therein, in light of the circumstances under
which  they were made, not misleading.  No event or circumstance has occurred or
exists  with  respect  to  the  Company or its subsidiaries or their businesses,
properties,  operations,  prospects  or financial conditions, which has not been
publicly  disclosed  but,  under  applicable  law,  rule or regulation, would be
required to be disclosed by the Company in a registration statement filed on the
date  hereof  by  the Company under the Securities Act with respect to a primary
issuance  of  the  Company's  securities.  The  Company  has  not  disclosed  or
provided,  and  without  such  Purchaser's  consent  thereto, will not hereafter
disclose  or  provide  to  any Purchaser, any information that (i) if disclosed,
would,  or  could reasonably be expected to have, a material effect on the price
of  the  Common  Stock  or (ii) according to applicable law, rule or regulation,
should  have  been  disclosed  publicly  by  the  Company but which has not been
disclosed.

5.     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  6  and  Section  7  of  this  Agreement.

     b.     Form  D;  Blue  Sky  Laws.  The Company agrees to file a Form D with
respect  to  the Securities 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 Securities for sale to the Purchasers
pursuant to this Agreement under applicable securities or "blue sky" laws of the
states  of  the  United  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
Securities  or  has  the  right  to  acquire  any  Securities  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 and the Warrants for the purposes set forth on Schedule 5(d),
but  in  no  event  shall  the  Company  use such net proceeds to repurchase any
outstanding  securities  of  the  Company.

     e.     Expenses.   At the Closing, the Company shall reimburse WFVK for the
out-of-pocket  expenses  reasonably  incurred  by  WFVK  and  its affiliates and
advisors in connection with the negotiation, preparation, execution and delivery
of this Agreement, the Registration Rights Agreement, the Warrants and the other
agreements  to  be executed in connection herewith, including, expenses incurred
in  conducting WFVK's and its affiliates' and advisors' reasonable due diligence
and  WFVK's  and its affiliates' reasonable attorneys' fees and expenses up to a
maximum  of  $30,000.

     f.     Financial  Information.  For  a  period of three (3) years following
the  Closing,  the  Company agrees to send to each Purchaser (i) within ten days
after  the  filing  with  the SEC, to the extent not available through the SEC's
EDGAR system, a copy of its Annual Report on Form 10-K, its Quarterly Reports on
Form  10-Q, its proxy and information statements and any Current Reports on Form
8-K  and  (ii) within one day after release, copies of all press releases issued
by  the  Company  or  any  of  its  subsidiaries,  if  any.

     g.     Reservation  of Shares.  The Company has and shall at all times have
authorized  and  reserved  for  the  purpose  of issuance a sufficient number of
shares  of Common Stock to provide for the issuance of the Shares as provided in
Section  2 hereof, and the full exercise of the Warrants and the issuance of the
Warrant  Shares  in connection therewith and as otherwise required hereby and by
the  Warrants in accordance with the Registration Rights Agreement.  The Company
shall  not  reduce  the  number  of shares of Common Stock reserved for issuance
under  this  Agreement  (except  as  a  result  of  the  issuance  of the Shares
hereunder),  the  Warrants  (except  as  a result of the issuance of the Warrant
Shares  upon the exercise of the Warrants) or the Registration Rights Agreement,
without  the  consent  of  the  Purchasers.

     h.     Listing.  On  the  Closing  Date, the Company shall have applied for
the  listing  of the Shares and Warrant 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  and all Warrant Shares from time to time issuable
upon  exercise  of  the  Warrants.  The  Company  shall  use its 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 Securities and
Exchange  Commission  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.

     i.     Additional  Financings.   The  Company agrees that during the period
beginning  on the date hereof and ending on the date which is one hundred eighty
(180)  days  following the Closing Date (the "LOCK-UP PERIOD"), the Company will
not,  without  the  prior  written consent of the Purchasers or their designees,
contract  with  any  party  to  obtain  additional  financing  (an  "ADDITIONAL
FINANCING").  If  the  Purchasers  consent  to  such  Additional  Financing, the
Company  will  not  conduct  any  Additional Financing during the Lock-Up Period
unless  it  shall  have  first  delivered  to  the  Purchaser, at least ten (10)
Business  Days prior to the closing of such Additional Financing, written notice
describing the proposed Additional Financing, including the terms and conditions
thereof,  and providing the Purchasers and their affiliates an option during the
ten  (10)  Business Day period following delivery of such notice to purchase any
or  all  of the securities being offered in the Additional Financing on the same
terms  as  contemplated  by  such  Additional  Financing.  Such  option shall be
exercised  by  each  applicable  Purchaser  giving written notice to the Company
within  such  period  of  its agreement to buy a specified amount of the offered
securities.  Closing  of  such sale shall be contemporaneous with the closing of
the offering with investors other than the Purchasers (or, if there are no other
such  investors,  on a date specified by the Company), provided that the Company
shall  provide  written  notice  to  each applicable Purchaser at least five (5)
Business  Days prior to any such closing.  To the extent that the Purchasers, in
the  aggregate,  elect  to purchase more than all of such securities, the amount
that  each  Purchaser  shall be entitled to purchase shall be pro rated based on
the  Purchaser's  Pro  Rata  Percentage.  To  the  extent  that  the terms of an
Additional  Financing  are  changed  in  a  manner  that  is  at least partially
favorable  to  prospective investors, the Company shall notify the Purchasers of
all  changes  in  such  terms  and  the  Purchasers  shall have another ten (10)
Business Day option to purchase on the revised terms and otherwise in accordance
with  the  provisions  hereof.  The limitations referred to in this Section 5(i)
shall  not  apply  to  (i)  any transaction involving issuances of securities as
consideration  in  a  merger,  consolidation  or  acquisition  of  assets, or in
connection  with  any strategic partnership, collaboration or joint venture (the
primary  purpose  of which is not to raise capital), or as consideration for the
acquisition  of a business, product or license by the Company, (ii) the issuance
of securities pursuant to widely distributed underwritten public offering, (iii)
the issuance of securities upon exercise or conversion of the Company's options,
warrants  or  other  convertible securities outstanding as of the date hereof as
set forth in Schedule 4(c)or issued pursuant to this Agreement,(iv) the issuance
of  warrants  or  shares  of  Common  Stock upon exercise thereof to WFVK or its
assigns  at  the  Closing  in  consideration  of  its services to the Company as
placement  agent for the financing contemplated by this Agreement, (v) the grant
of  additional  options  or  warrants, or the issuance of additional securities,
under  any  duly  authorized  Company stock option, stock purchase or restricted
stock plan for the benefit of the Company's employees, consultants or directors;
or  (vi)  any  financing  with no equity or equity-linked securities made to the
Company by a financial institution engaged in the business of lending money such
as  a  bank,  trust  company,  insurance  company or other institutional lender.

     j.     No  Integrated  Offerings.  The Company shall not make any offers or
sales of any security (other than the Securities) under circumstances that would
require registration of the Securities being offered or sold hereunder under the
Securities  Act  or  cause this offering of Securities 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.

6.     CONDITIONS  TO  THE  COMPANY'S  OBLIGATION  TO  SELL.

     The  obligation  of  the  Company  hereunder  to  issue and sell Shares and
Warrants 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 the Registration Rights 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.

7.     CONDITIONS  TO  EACH  PURCHASER'S  OBLIGATION  TO  PURCHASE  SHARES  AND
WARRANTS.
       -

     The  obligation of each Purchaser hereunder to purchase Shares and Warrants
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  the Registration Rights Agreement, and delivered the same to the
Purchaser.

     b.     The  Company  shall  have  delivered  to the Purchaser duly executed
certificates  representing  the  number  of Shares and duly executed Warrants as
provided  in  Section  2(b)  above.

     c.     The  Shares  shall  be  authorized for quotation on The Nasdaq Stock
Market  and  trading  in  the  Common Stock or The Nasdaq Stock Market generally
shall not have been suspended or be under threat of suspension by the SEC or any
governing  body  of  The  Nasdaq  Stock  Market.

     d.     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 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,  the  Warrants  and  the  Registration  Rights  Agreement.

    e.     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.

     f.     The  Purchaser  shall  have  received  an  opinion  of the Company's
counsel,  dated  as  of  the  Closing Date, relating to the matters set forth in
Exhibit  C  attached  hereto.

     g.     From  the  date  of  this  Agreement through the Closing Date, there
shall  not  have  occurred  any  Material  Adverse  Effect.

     h.     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.

8.     GOVERNING  LAW  MISCELLANEOUS.

     a.     Governing Law.  This Agreement shall be governed by and construed in
accordance  with  the  laws of the State of New York. Each of the parties agrees
that  service  of  process  upon  such  party  mailed by first class mail to the
address  set  forth  in  Section 8(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 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 8(n) 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:  Kenneth  Schwanda

                   With  a  copy  to:

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

                     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

Each  party  hereto may from time to time change its address or facsimile number
for notices under this Section 8 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  Securities 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, including advancement of expenses as they are
incurred.

     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.     Termination.  In  the  event  that  the  Closing Date shall not have
occurred  on  or  before  May 31, 2001, unless the parties agree otherwise, this
Agreement  shall  terminate  at  the  close  of  business  on  such  date.
Notwithstanding  any  termination  of this Agreement, any party not in breach of
this  Agreement  shall  preserve  all  rights  and  remedies it may have against
another  party hereto for a breach of this Agreement prior to or relating to the
termination  hereof.

     l.     Joint  Participation  in Drafting.  Each party to this Agreement has
participated in the negotiation and drafting of this Agreement, the Registration
Rights Agreement and the Warrants. As such, the language used herein and therein
shall be deemed to be the language chosen by the parties hereto to express their
mutual  intent,  and  no rule of strict construction will be applied against any
party  to  this  Agreement,  the  Registration Rights Agreement or the Warrants.

     m.     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 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.

     n.     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
Purchasers  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).

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

<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:
                                  Name:     William  Elder
                                            --------------
                                            Title:  Chairman, President and CEO
                                                 ------------------------------

                                  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>
                                                                       EXHIBIT A
                                                TO SECURITIES PURCHASE AGREEMENT

VOID  AFTER  5:00  P.M.,  CALIFORNIA  TIME,
ON  MAY  13,  2006


THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"),
OR  THE  SECURITIES  LAWS  OF  ANY  STATE  OF  THE  UNITED  STATES  OR ANY OTHER
JURISDICTION.  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 PURSUANT TO AN
AVAILABLE  EXEMPTION  FROM  THE  REGISTRATION  REQUIREMENTS  OF  THOSE  LAWS.


Date:  May  14,  2001

                                  GENUS, INC.
                             STOCK PURCHASE WARRANT

THIS  CERTIFIES  THAT, for value received,__________________________, or
its  registered assigns, is entitled to purchase from GENUS, INC., a corporation
organized under the laws of the State of California (the "COMPANY"), at any time
or  from  time  to  time  during  the  period  specified  in  Section  2 hereof,
_________________ [INSERT A NUMBER THAT IS 50% OF THE NUMBER OF SHARES PURCHASED
BY THE HOLDER ON THE CLOSING DATE PURSUANT TO THE SECURITIES PURCHASE AGREEMENT]
fully  paid and nonassessable shares of the Company's common stock, no par value
(the  "COMMON  STOCK"), at an exercise price per share (the "EXERCISE PRICE") of
$3.50.  The number of shares of Common Stock purchasable hereunder (the "WARRANT
SHARES") and the Exercise Price are subject to adjustment as provided in Section
5  hereof.  The term "WARRANTS" means this Warrant and the other Warrants of the
Company  issued pursuant to that certain Securities Purchase Agreement, dated as
of May 14, 2001, by and among the Company and the other signatories thereto (the
"SECURITIES  PURCHASE AGREEMENT"). Capitalized terms used but not defined herein
shall  have  the  meanings  given  them  in  the  Securities Purchase Agreement.

     This  Warrant is subject to the following terms, provisions and conditions:

     1.  Manner  of  Exercise;  Issuance  of  Certificates;  Payment for Shares.
Subject to the provisions hereof, including, without limitation, the limitations
contained  in  Section  8  hereof,  this  Warrant  may  be exercised at any time
during  the Exercise Period (as defined below) by the holder hereof, in whole or
in  part,  by  the surrender of this Warrant, together with a completed exercise
agreement in the form attached hereto (the "EXERCISE AGREEMENT"), to the Company
by  5  p.m.  California  time  on  any  Business  Day at the Company's principal
executive  offices  (or  such  other  office  or agency of the Company as it may
designate by notice to the holder hereof) and upon (i) payment to the Company in
cash, by certified or official bank check or by wire transfer for the account of
the  Company,  of the applicable Exercise Price for the Warrant Shares specified
in  the  Exercise Agreement or (ii) delivery to the Company of written notice of
an  election  to effect a Cashless Exercise (as defined in Section 12(c) hereof)
for  the Warrant Shares specified in the Exercise Agreement.  The Warrant Shares
so  purchased shall be deemed to be issued to the holder hereof or such holder's
designee, as the record owner of such shares, as of the close of business on the
date  on  which  this  Warrant  shall  have  been  surrendered and the completed
Exercise  Agreement  shall  have been delivered and payment shall have been made
for such shares as set forth above or, if such day is not a Business Day, on the
next succeeding Business Day.  The Warrant Shares so purchased, representing the
aggregate  number  of  shares  specified  in  the  Exercise  Agreement, shall be
delivered  to  the  holder  hereof within a reasonable time, not exceeding three
Business  Days,  after  this Warrant shall have been so exercised (the "DELIVERY
PERIOD").  If  the  Company's  transfer agent is participating in the Depository
Trust Company ("DTC") Fast Automated Securities Transfer program, and so long as
the  certificates  therefor do not bear a legend and the holder is not obligated
to  return  such  certificate for the placement of a legend thereon, the Company
shall  cause its transfer agent to electronically transmit the Warrant Shares so
purchased  to  the  holder by crediting the account of the holder or its nominee
with  DTC  through  its  Deposit  Withdrawal  Agent  Commission  system  ("DTC
TRANSFER").  If  the  aforementioned  conditions  to  a  DTC  Transfer  are  not
satisfied,  the  Company  shall  deliver  to  the  holder  physical certificates
representing  the Warrant Shares so purchased.  Further, the holder may instruct
the  Company  to  deliver  to  the holder physical certificates representing the
Warrant  Shares  so  purchased  in  lieu of delivering such shares by way of DTC
Transfer.  Any  certificates  so delivered shall be in such denominations as may
be  requested  by  the  holder  hereof,  shall be registered in the name of such
holder  or  such other name as shall be designated by such holder and, following
the  date on which the Warrant Shares may be sold by the holder pursuant to Rule
144(k)  promulgated  under  the  Securities Act (or a successor rule), shall not
bear  any  restrictive legend.  Upon a sale of any Warrant Shares pursuant to an
effective  registration  statement,  any  restrictive legend on the certificates
representing  such  Warrant Shares shall be removed.  If this Warrant shall have
been  exercised only in part, then, unless this Warrant has expired, the Company
shall,  at its expense, at the time of delivery of such certificates, deliver to
the holder a new Warrant representing the number of shares with respect to which
this  Warrant  shall  not  then  have  been  exercised.

     2. Period of Exercise. Except as set forth in Section 3 below, this Warrant
may  be  exercised  at any time or from time to time (an "EXERCISE DATE") during
the  period  (the "EXERCISE PERIOD") beginning on (a) the date hereof and ending
(b)  at  5:00 p.m., California time, on the fifth annual anniversary of the date
of  original  issuance  hereof.

     3.  Mandatory  Exercise.  On  any Notification Date (as defined below), the
Company may request that the Purchaser exercise this Warrant in whole but not in
part  (the  "MANDATORY  EXERCISE")  within  thirty  calendar (30) days after the
date of the Mandatory Exercise Notice (as defined below) by delivering a written
notice  to  the holder at such address as such holder shall have provided to the
Company  in  writing  pursuant  to  Section  10  hereof (the "MANDATORY EXERCISE
NOTICE").  The  Mandatory Exercise Notice shall set forth the Exercise Price and
the Closing Price of a share of Common Stock on each of the ten (10) consecutive
Trading Days immediately preceding the date of the Mandatory Exercise Notice and
shall  state  that  this  Warrant be exercised in conformity with this Section 3
within  thirty  (30)  calendar  days.  The last day of such thirty-day period is
hereinafter referred to as the "AUTOMATIC MANDATORY EXERCISE DATE" provided such
day  is  a  Business Day, and if not, the first Business Day thereafter shall be
considered the Automatic Mandatory Exercise Date. To the extent the holder fails
to  exercise  this Warrant by 5:00 pm California time of the Automatic Mandatory
Exercise Date, then (i) the holder shall forfeit such holder's rights, title and
interest  under  this  Warrant, (ii) this Warrant shall be deemed terminated and
(iii)  the  holder shall deliver to the Company this Warrant marked "cancelled."
Notwithstanding  the  foregoing,  no Mandatory Exercise may occur unless: (a) at
all  times  from  the Notification Date through the Automatic Mandatory Exercise
Date  a  Registration  Statement  covering  all Registrable Securities (as those
terms  are  defined  in that certain Registration Rights Agreement dated May 14,
2001  by  and  among  the  company  and  the  other  signatories  thereto  (the
"REGISTRATION  RIGHTS  AGREEMENT")): (i) is effective, (ii) does not require any
amendment or supplement and (iii) discloses directly or through incorporation by
reference all material facts relating to Company and the Registrable Securities,
(b)  the  Company  has no reason to believe that, during the period beginning on
the  Notification Date and ending ninety (90) days after the Automatic Mandatory
Exercise  Date (the "INITIAL SELLING PERIOD"), there will be any need to suspend
sales pursuant to the Registration Statement as a result of the need to amend or
supplement  the  Registration  Statement or otherwise; (c) the Company covenants
not  to  take  any  action  during the Initial Selling Period that is reasonably
likely  to  result in the suspension of sales during the Initial Selling Period;
and  (d)  the  Mandatory  Exercise  Notice contains (i) a certification from the
Company's  chief executive officer and chief financial officer as to the matters
set  forth  in  the  immediately preceding subclause (a) (as of the Notification
Date;  provided  that the Company shall immediately notify the Purchaser if such
certification  is  no  longer  true  at  any  time  on or prior to the Automatic
Mandatory Exercise Date) and subclause (b); and (ii) the covenant of the Company
set  forth  in  the  immediately  preceding subclause (c).  For purposes of this
Section  3,  "NOTIFICATION DATE" shall mean any Business Day during the Exercise
Period  but  after  the  Trigger  Date  (as defined below) which Business Day is
immediately  preceded  by ten (10) consecutive Trading Days on each of which the
Closing  Price for the Common Stock was greater than 150% of the Exercise Price;
and  "TRIGGER  DATE" shall mean the date the Registration Statement covering all
Registrable  Securities  (as  those terms are defined in the Registration Rights
Agreement)  is  declared  effective  by  the Securities and Exchange Commission.

     4.  Certain  Agreements  of  the  Company. The Company hereby covenants and
agrees  as  follows:

          (a) Shares to be Fully Paid. All Warrant Shares will, upon issuance in
     accordance  with  the  terms of this Warrant, be validly issued, fully paid
     and  nonassessable and free from all taxes, liens, claims and encumbrances.

          (b)  Reservation  of  Shares.  During the Exercise Period, the Company
     shall  at  all  times  have  authorized,  and  reserved  for the purpose of
     issuance  upon  exercise of this Warrant, a suf-ficient number of shares of
     Common  Stock  to provide for the exercise in full of this Warrant (without
     giving  effect  to  the  limitations  on exercise set forth in Section 8(g)
     hereof).

          (c)  Listing.  The  Company  shall  use its best efforts to secure the
     listing  of  the  shares  of  Common  Stock  issuable  upon  exercise of or
     otherwise  pursuant  to this Warrant upon each national securities exchange
     or  automated  quotation  system, if any, upon which shares of Common Stock
     are  then  listed  or become listed (subject to official notice of issuance
     upon  exercise  of  this  Warrant) and shall maintain, so long as any other
     shares  of  Common  Stock shall be so listed, such listing of all shares of
     Common  Stock  from time to time issuable upon the exercise of or otherwise
     pursuant  to  this  Warrant; and the Company shall so list on each national
     securities  exchange or automated quotation system, as the case may be, and
     shall  maintain  such  listing of, any other shares of capital stock of the
     Company issuable upon the exercise of or otherwise pursuant to this Warrant
     if  and  so  long  as  any shares of the same class shall be listed on such
     national  securities  exchange  or  automated  quotation  system.

          (d)  Certain Actions Prohibited. The Company will not, by amendment of
     its  charter  or  through  any  re-organi-zation,  transfer  of  assets,
     consolidation, mer-ger, dissolution, issuance or sale of securities, or any
     other  voluntary  action,  avoid  or  seek  to  avoid  the  observance  or
     performance  of  any  of  the  terms  to  be  observed  or  performed by it
     hereunder,  but  will at all times in good faith assist in the carrying out
     of  all  the provisions of this Warrant. Without limiting the generality of
     the  foregoing,  the  Company  (i)  will  not increase the par value of any
     shares  of  Common Stock receivable upon the exercise of this Warrant above
     the  Exercise  Price then in effect, and (ii) will take all such actions as
     may  be  necessary or appropriate in order that the Company may validly and
     legally  issue fully paid and nonassessable shares of Common Stock upon the
     exercise  of  this  Warrant.

          (e)  Successors  and  Assigns.  This  Warrant will be binding upon any
     entity  succeeding  to the Company by merger, consolidation, or acquisition
     of  all  or  substantially  all  of  the  Company's  assets.

          (f)  Blue  Sky  Laws.  The  Company  shall,  on  or before the date of
     issuance  of  any  Warrant  Shares,  take such actions as the Company shall
     reasonably  determine  are  necessary to qualify the Warrant Shares for, or
     obtain  exemption  for  the  Warrant Shares for, sale to the holder of this
     Warrant  upon the exercise hereof under applicable securities or "blue sky"
     laws  of the states of the United States, and shall provide evidence of any
     such  action  so  taken  to  the holder of this Warrant prior to such date;
     provided,  however,  that the Company shall not be required to qualify as a
     foreign  corporation or file a general consent to service of process in any
     such  jurisdiction.

     5.  Antidilution Provisions. During the Exercise Period, the Exercise Price
and  the  number  of  Warrant Shares issuable upon the exercise of the Warrants,
shall  be subject to adjustment from time to time as provided in this Section 5.

     In  the  event that any adjustment of the Exercise Price as required herein
results in a fraction of a cent, such Exercise Price shall be rounded up or down
to  the  nearest  cent;  provided that, in no event shall the Exercise Price per
share  be  reduced  below  $.01.

          (a) Subdivision or Combination of Common Stock. If the Company, at any
     time  during  the  Exercise  Period,  subdivides (by any stock split, stock
     dividend,  recapitalization, reorganization, reclassification or otherwise)
     its shares of Common Stock into a greater number of shares, then, after the
     date of record for effecting such subdivision, the Exercise Price in effect
     immediately  prior  to such subdivision will be proportionately reduced. If
     the  Company,  at any time during the Exercise Period, combines (by reverse
     stock  split,  recapitalization,  reorganization,  reclassification  or
     otherwise)  its  shares  of  Common  Stock into a smaller number of shares,
     then, after the date of record for effecting such combination, the Exercise
     Price  in  effect  immediately  prior  to  such  combination  will  be
     proportionately  increased.

          (b)  Adjustment  in  Number  of  Shares.  Upon  each adjustment of the
     Exercise  Price pursuant to the provisions of this Section 5, the number of
     shares  of  Common  Stock  issuable  upon exercise of this Warrant shall be
     increased  or  decreased to equal the quotient obtained by dividing (i) the
     product  of  (A)  the  Exercise  Price  in effect immediately prior to such
     adjustment, multiplied by (B) the number of shares of Common Stock issuable
     upon exercise of this Warrant immediately prior to such adjustment, by (ii)
     the  adjusted  Exercise  Price.

          (c) Consolidation, Merger or Sale. In case of any consolidation of the
     Company  with,  or merger of the Company into, any other entity, or in case
     of  any sale or conveyance of all or substantially all of the assets of the
     Company other than in connection with a plan of complete liquidation of the
     Company at any time during the Exercise Period, then as a condition of such
     consolidation,  merger  or  sale  or conveyance, adequate provision will be
     made  whereby the holder of this Warrant will have the right to acquire and
     receive upon exercise of this Warrant in lieu of the shares of Common Stock
     immediately  theretofore acquirable upon the exercise of this Warrant, such
     shares  of  stock,  securities,  cash or assets as may be issued or payable
     with  respect  to  or  in exchange for the number of shares of Common Stock
     immediately  theretofore  acquirable  and  receivable upon exercise of this
     Warrant  had  such  consolidation,  merger  or sale or conveyance not taken
     place.  In  any  such  case, the Company will make appropriate provision to
     insure  that the provisions of this Section 5 will thereafter be applicable
     as  nearly  as  may  be  in  relation  to any shares of stock or securities
     thereafter  deliverable upon the exercise of this Warrant. The Company will
     not  effect any consolidation, merger or sale or conveyance unless prior to
     the  consummation thereof, the successor entity (if other than the Company)
     assumes  by  written  instrument the obligations under this Warrant and the
     obligations  to deliver to the holder of this Warrant such shares of stock,
     securities  or  assets as, in accordance with the foregoing provisions, the
     holder  may  be  entitled to acquire. Notwithstanding the foregoing, in the
     event  of  any  consolidation of the Company with, or merger of the Company
     into,  any  other entity, or the sale or conveyance of all or substantially
     all  of  the assets of the Company, at any time during the Exercise Period,
     the  holder of the Warrant shall, at its option, have the right to receive,
     in  connection  with such transaction, cash consideration equal to the fair
     value  of this Warrant as determined in accordance with customary valuation
     methodology  used  in  the  investment  banking  industry.

          (d)  Distribution of Assets. In case the Company shall declare or make
     any  distribution of its assets (other than cash) (or rights to acquire its
     assets  (other  than  cash))  to  holders  of  Common  Stock  as  a partial
     liquidating  dividend,  stock  repurchase,  by  way of return of capital or
     otherwise  (including  any  dividend  or  distribution  to  the  Company's
     shareholders  of shares (or rights to acquire shares) of capital stock of a
     subsidiary)  (a  "DISTRIBUTION"),  at  any time during the Exercise Period,
     then,  upon  exercise of this Warrant for the purchase of any or all of the
     shares  of Common Stock subject hereto, the holder of this Warrant shall be
     entitled  to receive its pro-rata amount of such assets (or such rights) as
     would  have  been  payable to the holder had such holder been the holder of
     such  shares  of  Common  Stock on the record date for the determination of
     shareholders  entitled  to  such  Distribution.

          (e)  Issuances  or  Sales  at  less  than  Exercise  Price.

               (i)  If at any time after May 14, 2001 the Company shall issue or
          sell  any  shares  of  Common  Stock (except (A) as consideration in a
          merger,  consolidation or acquisition of assets, or in connection with
          any strategic partnership, collaboration or joint venture (the primary
          purpose of which is not to raise capital), or as consideration for the
          acquisition  of  a  business,  product  or license by the Company, (B)
          pursuant  to widely distributed underwritten public offering, (C) upon
          exercise  or  conversion  of  the Company's options, warrants or other
          convertible  securities outstanding as of the date hereof as set forth
          in  Schedule  4(c)  of  the  Securities  Purchase  Agreement or issued
          pursuant  to  such  Securities  Purchase  Agreement, (D) upon exercise
          thereof  to WFVK or its assigns at the Closing in consideration of its
          services  to  the  Company  as  placement  agent  for  the  financing
          contemplated  by the Securities Purchase Agreement, (E) under any duly
          authorized  Company  stock  option, stock purchase or restricted stock
          plan  for  the  benefit  of  the  Company's  employees, consultants or
          directors),  and  (F)  in  connection  with  any financing made to the
          Company  by a financial institution engaged in the business of lending
          money,  such  as  a  bank,  trust  company, insurance company or other
          institutional  lender,  for  a  consideration  per share less than the
          Exercise Price in effect immediately prior to such issue or sale, then
          immediately  upon such issue or sale the Exercise Price then in effect
          shall  be  reduced  to  a  price  equal to the consideration per share
          received  by  the  Company  upon  such  issuance  or  sale.

               (ii)  For purposes of this Section 5(e), in the event the Company
          shall  issue  any securities (except (A) as consideration in a merger,
          consolidation  or  acquisition  of  assets,  or in connection with any
          strategic  partnership,  collaboration  or  joint venture (the primary
          purpose of which is not to raise capital), or as consideration for the
          acquisition  of  a  business,  product  or license by the Company, (B)
          pursuant  to widely distributed underwritten public offering, (C) upon
          exercise  or  conversion  of  the Company's options, warrants or other
          convertible  securities outstanding as of the date hereof as set forth
          in  Schedule  4(c)  of  the  Securities  Purchase  Agreement or issued
          pursuant  to  such  Securities  Purchase  Agreement, (D) upon exercise
          thereof  to WFVK or its assigns at the Closing in consideration of its
          services  to  the  Company  as  placement  agent  for  the  financing
          contemplated  by the Securities Purchase Agreement, (E) under any duly
          authorized  Company  stock  option, stock purchase or restricted stock
          plan  for  the  benefit  of  the  Company's  employees, consultants or
          directors),  and  (F)  in  connection  with  any financing made to the
          Company  by a financial institution engaged in the business of lending
          money,  such  as  a  bank,  trust  company, insurance company or other
          institutional  lender,  which  by  their terms are convertible into or
          exchangeable  for,  or  consist  of  any  right or option to purchase,
          shares  of  Common  Stock  (whether  or not such rights of conversion,
          exchange,  or  purchase  are  immediately  exercisable)  and  the
          consideration  per  share  for  which  such shares of Common Stock are
          deliverable upon conversion, exchange, or exercise of such securities,
          determined as provided in Subsection 5(e)(iii) below, is less than the
          Exercise  Price  in  effect  immediately prior to the issuance of such
          securities,  then  the  total maximum number of shares of Common Stock
          issuable  upon  conversion,  exchange,  or exercise of such securities
          shall  be  deemed  to  be outstanding and to have been issued for such
          consideration  per  share.  Except  as  provided  below,  no  further
          adjustment  of  the  Exercise  Price  shall  be  made pursuant to this
          Section  upon  the  actual  issue  of  such  shares  upon  conversion,
          exchange,  or  exercise  of  such  securities.  Upon the redemption or
          repurchase  of any such securities or the expiration or termination of
          the  right to convert into, exchange for, or exercise with respect to,
          such  shares,  the Exercise Price shall be readjusted to such price as
          would have been obtained had the adjustment in the Exercise Price made
          upon  the  issuance of such securities been made upon the basis of the
          issuance  of  only  such  number  of  such securities as were actually
          converted into, exchanged for, or exercised with respect to, shares of
          Common  Stock.  If  the  purchase price or conversion or exchange rate
          provided for in any such security shall change or a different purchase
          price  or  rate  shall  become  effective at any time, then, upon such
          change  becoming effective, the Exercise Price then in effect shall be
          readjusted  to  such  price  as  would  have  been  obtained  had  the
          adjustment  made  upon  the issuance of such securities been made upon
          the  basis  of (i) the issuance of only the number of shares of Common
          Stock theretofore actually delivered upon the conversion, exchange, or
          exercise  of  such  securities,  and  the total consideration received
          therefor,  and  (ii)  the issuance, at the time of such change, of any
          such  securities  then  still  outstanding  for  the  consideration,
          determined  on the basis of the new price or rate, for which shares of
          Common Stock are deliverable upon conversion, exchange, or exercise of
          such  securities.  No  readjustment  provided  for  in this Subsection
          5(e)(ii)  shall,  when  taken  together  with  any other readjustments
          attributable to the same securities, increase any Exercise Price by an
          amount  in  excess of the total of all decreases therein made prior to
          the  date  of  such  readjustment  pursuant  to  adjustments made upon
          issuance  of  or  subsequent  changes with respect to such securities.

               (iii)  For  the  purposes  of  any  computation  respecting
          consideration  received  pursuant  to  this  Section  5(e):

               (A)  In  the  case  of the issuance of shares of Common Stock for
          cash, the consideration shall be the amount of cash received, provided
          that  in  no  case  shall  any  deduction be made for any commissions,
          discounts, or expenses incurred by the Company for any underwriting of
          the  issue  or  otherwise  in  connection  therewith;

               (B)  In  the case of the issuance of shares of Common Stock for a
          consideration  in  whole or in part other than cash, the consideration
          other than cash shall be deemed to be the fair market value thereof as
          determined  in  good  faith  by the Board of Directors of the Company,
          irrespective  of  the  accounting  treatment  thereof;  and

               (C)  In  the case of the issuance of securities convertible into,
          exchangeable  for,  or  consisting of any right or option to purchase,
          shares  of Common Stock, the aggregate consideration received for such
          shares shall be equal to the consideration received by the Company for
          any  such  securities,  plus  the additional minimum consideration, if
          any,  to  be received by the Company upon the conversion, exchange, or
          exercise  thereof  (the consideration in each case to be determined in
          the  same  manner  as  provided  in  (A)  and  (B)  above).

     (f)  Notice  of Adjustment. Upon the occurrence of any event which requires
any  adjustment  of the Exercise Price, then, and in each such case, the Company
shall  give  notice  thereof  to  the holder of this Warrant, which notice shall
state  the  Exercise  Price  resulting  from such adjustment and the increase or
decrease in the number of Warrant Shares issuable upon exercise of this Warrant,
setting  forth in reasonable detail the method of calculation and the facts upon
which  such  calculation  is  based.  Such calculation shall be certified by the
chief  financial  officer  of  the  Company.

     (g)  Minimum  Adjustment  of  the  Exercise  Price  .  No adjustment of the
Exercise  Price shall be made in an amount of less than 1% of the Exercise Price
in  effect at the time such adjustment is otherwise required to be made, but any
such  lesser  adjustment  shall be carried forward and shall be made at the time
and  together  with  the  next  subsequent  adjustment  which, together with any
adjustments  so  carried  forward,  shall  amount  to  not  less than 1% of such
Exercise  Price.

     (h)  No  Fractional  Shares. No fractional shares of Common Stock are to be
issued  upon  the  exercise  of  this  Warrant, but the Company shall pay a cash
adjustment  in respect of any fractional share which would otherwise be issuable
in an amount equal to the same fraction of the Market Price of a share of Common
Stock  on  the  date  of  such  exercise.

     (i)  Other  Notices.  In  case  at  any  time:

          (i)  the  Company  shall  declare  any  dividend upon the Common Stock
     payable  in  shares  of  stock  of any class or make any other distribution
     (other  than  dividends  or  distributions  payable in cash out of retained
     earnings  consistent  with  the  Company's  past  practices with respect to
     declaring  dividends and making distributions) to the holders of the Common
     Stock;

          (ii)  the Company shall offer for subscription pro rata to the holders
     of  the  Common  Stock any additional shares of stock of any class or other
     rights;

          (iii)  there  shall  be any capital reorganiza-tion of the Company, or
     reclassification  of  the  Common  Stock, or consolidation or merger of the
     Company  with  or  into, or sale of all or substan-tially all of its assets
     to,  another  corporation  or  entity;  or

          (iv)  there  shall  be  a  voluntary  or  involun-tary  dissolution,
     liquidation  or  winding-up  of  the  Company;

then,  in  each  such case, the Company shall give to the holder of this Warrant
(a) notice of the date or estimated date on which the books of the Company shall
close  or  a  record  shall be taken for determining the holders of Common Stock
entitled  to receive any such divi-dend, distribution, or subscription rights or
for  determining  the holders of Common Stock entitled to vote in respect of any
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation  or  winding-up  and  (b)  in  the  case of any such reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up,  notice  of  the  date (or, if not then known, a reasonable estimate
thereof  by  the Company) when the same shall take place. Such notice shall also
specify  the  date  on  which  the  holders of Common Stock shall be entitled to
receive such dividend, distribution, or subscription rights or to exchange their
Common  Stock  for  stock  or other securities or property deliverable upon such
reorganization,  re-classification,  consolidation,  merger,  sale, dissolution,
liquidation,  or  winding-up,  as the case may be. Such notice shall be given at
least  fifteen  (15)  days  prior  to  the  record date or the date on which the
Company's  books  are closed in respect thereto. Failure to give any such notice
or  any defect therein shall not affect the validity of the proceedings referred
to  in  clauses  (i), (ii), (iii) and (iv) above. Notwithstanding the foregoing,
the  Company  may  publicly  disclose  the  substance  of  any  notice delivered
hereunder  prior  to  delivery  of  such  notice  to the holder of this Warrant.

     (j)  Certain  Events. If, at any time during the Exercise Period, any event
occurs  of  the type contemplated by the adjustment provisions of this Section 5
but  not expressly provided for by such provisions, the Company will give notice
of  such  event  as  provided in Section 5(e) hereof, and the Company's Board of
Directors  will  make  an  appropriate  adjustment in the Exercise Price and the
number  of  shares  of  Common Stock acquirable upon exercise of this Warrant so
that  the  rights of the holder shall be neither enhanced nor diminished by such
event.

     (k)  Certain  Definitions.

          (i) "BUSINESS DAY" means any day, other than a Saturday or Sunday or a
     day  on  which  banking institutions in the State of California or New York
     are authorized or obligated by law, regulation or executive order to close.

          (ii)  "CLOSING  PRICE" shall mean for the Common Stock as of any date,
     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 selected
     by  the  holder  and  reasonably  acceptable to the Company if the Research
     Service of Nasdaq Trading and Market Services is not then reporting closing
     bid  prices  of  such security) (collectively, "NTMS"), 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 NTMS, or, if no sale price is reported for such security by
     NTMS,  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., in
     each  case for such date or, if such date was not a Trading Day (as defined
     below)  for  such  security,  on the next preceding day which was a Trading
     Day.  If the Closing Price cannot be calculated for a share of Common Stock
     as of either of such dates on any of the foregoing bases, the Closing Price
     of  such security on such date shall be the fair market value as determined
     by  an  investment  banking  firm  selected  by  the  holder and reasonably
     acceptable  to the Company, with the costs of such appraisal to be borne by
     the  Company.  The  manner  of  determining the Closing Price of the Common
     Stock set forth in the foregoing definition shall apply with respect to any
     other  security in respect of which a determination as to market value must
     be  made.

          (iii)  "COMMON  STOCK,"  for  purposes of this Section 5, includes the
     Common  Stock  and  any  additional class of stock of the Company having no
     preference  as  to dividends or distributions on liquidation, provided that
     the  shares  purchasable pursuant to this Warrant shall include only Common
     Stock  in respect of which this Warrant is exercisable, or shares resulting
     from any subdivision or combination of such Common Stock, or in the case of
     any reorganization, reclassification, consolidation, merger, or sale of the
     character referred to in Section 5(c) hereof, the stock or other securities
     or  property  provided  for  in  such  Section.

          (iv)  "MARKET  PRICE"  shall  mean,  with  respect  to  any  date  of
     determination,  the  average Closing Price during the ten (10) Trading Days
     ending on the Trading Day immediately preceding such date of determination,
     appropriately  adjusted  to  reflect  any  stock  dividend,  stock split or
     similar  transaction  during  either  such  relevant  period. The manner of
     determining the Market Price of the Common Stock set forth in the foregoing
     definition  shall  apply  with  respect to any other security in respect of
     which  a  determination  as  to  market  value  must  be  made  hereunder.

          (v)  "TRADING  DAY" shall mean a Business Day on which at least 10,000
     shares of Common Stock are traded on the principal United States securities
     exchange  or  trading  market on which such security is listed or traded as
     reported  by  NTMS.

     6.  Issue  Tax.  The  issuance  of certificates for Warrant Shares upon the
exercise  of  this  Warrant  shall  be made without charge to the holder of this
Warrant  or  such shares for any issuance tax or other costs 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  the  holder  of  this  Warrant.

     7.  No  Rights  or  Liabilities  as  a  Shareholder. This Warrant shall not
entitle  the holder hereof to any voting rights or other rights as a shareholder
of  the  Company.  No  provision  of this Warrant, in the absence of affirmative
action  by the holder hereof to purchase Warrant Shares, and no mere enumeration
herein  of the rights or privileges of the holder hereof, shall give rise to any
liability  of  such  holder  for  the  Exercise Price or as a shareholder of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the  Company.

     8.  Transfer,  Exchange,  Redemption  and  Replacement  of  Warrant.

          (a)  Restriction  on  Transfer. This Warrant and the rights granted to
     the  holder  hereof  are transferable in whole or in part, at any one time,
     upon  surrender  of  this  Warrant,  together  with  a  properly  executed
     assignment  in  the  form  attached  hereto, at the office or agency of the
     Company  referred  to  in  Section  8(e) below, provided, however, that any
     transfer  or  assignment  shall  be  subject to the conditions set forth in
     Sections 8(f), 8(g) and 9 hereof and to the provisions of Sections 4(e) and
     4(f)  of  the  Securities  Purchase  Agreement.  Until  due presentment for
     registration of transfer on the books of the Company, the Company may treat
     the  registered  holder  hereof  as  the  owner  and  holder hereof for all
     purposes,  and  the  Company  shall  not  be  affected by any notice to the
     con-trary.  Notwithstanding  anything to the contrary contained herein, the
     registration  rights  described  in Section 8 hereof are assignable only in
     accordance  with  the  provisions  of  the  Registration  Rights Agreement.

          (b)  Warrant Exchangeable for Different Denominations. This Warrant is
     exchangeable,  upon the surrender hereof by the holder hereof at the office
     or  agency  of  the  Company  referred  to  in  Section 8(e) below, for new
     Warrants  of  like  tenor  of  different  denominations representing in the
     aggregate  the right to purchase the number of shares of Common Stock which
     may be purchased hereunder, each of such new Warrant to represent the right
     to  purchase  such  number  of  shares as shall be designated by the holder
     hereof  at  the  time  of  such  surrender.

          (c)  Replacement  of  Warrant.  Upon  receipt  of  evidence reasonably
     satisfactory  to the Company of the loss, theft, destruction, or mutilation
     of  this  Warrant and, in the case of any such loss, theft, or destruction,
     upon  delivery  of  an indemnity agreement reason-ably satisfactory in form
     and  amount  to  the  Company, or, in the case of any such mutilation, upon
     surrender  and  cancellation  of this Warrant, the Company, at its expense,
     will  execute  and  deliver,  in lieu thereof, a new Warrant of like tenor.

          (d)  Cancellation;  Payment  of  Expenses.  Upon the surrender of this
     Warrant  in  connection  with  any  trans-fer,  exchange, or replacement as
     provided  in this Section 8, this Warrant shall be promptly canceled by the
     Company.  The  Company  shall pay all taxes (other than securities transfer
     taxes)  and all other expenses (other than legal expenses, if any, incurred
     by  the  holder  or transferees) and charges payable in connection with the
     preparation,  execution,  and delivery of Warrants pursuant to this Section
     8. The Company shall indemnify and reimburse the holder of this Warrant for
     all  losses  and damages arising as a result of or related to any breach by
     the  Company  of  the  terms  of this Warrant, including costs and expenses
     (including  legal  fees)  incurred  by  such  holder in connection with the
     enforcement  of  its  rights  hereunder.

          (e)  Warrant  Register.  The  Company shall maintain, at its principal
     executive  offices (or such other office or agency of the Company as it may
     designate  by notice to the holder hereof), a register for this Warrant, in
     which  the Company shall record the name and address of the person in whose
     name  this Warrant has been issued, as well as the name and address of each
     transferee  and  each  prior  owner  of  this  Warrant.

          (f)  Exercise or Transfer Without Registration. If, at the time of the
     surrender  of  this  Warrant  in connection with any exercise, transfer, or
     exchange  of  this  Warrant, this Warrant (or, in the case of any exercise,
     the  Warrant  Shares issuable hereunder), shall not be registered under the
     Securities  Act and under applicable state securities or blue sky laws, the
     Com-pany  may  require, as a condition of allowing such exercise, transfer,
     or exchange, (i) that the holder or transferee of this Warrant, as the case
     may  be, furnish to the Company a written opinion of counsel (which opinion
     shall  be in form, substance and scope customary for opinions of counsel in
     comparable  transactions)  to  the  effect that such exercise, transfer, or
     exchange  may  be  made  without  registration under the Securities Act and
     under applicable state securities or blue sky laws, (ii) that the holder or
     transferee  execute and deliver to the Company an investment letter in form
     and  sub-stance  reasonably  acceptable  to  the Company and (iii) that the
     transferee  be  an  "ACCREDITED  INVESTOR"  as  defined  in  Rule  501(a)
     promulgated  under  the  Securities  Act;  provided  that  no such opinion,
     letter,  or  status  as  an  "accredited  investor"  shall  be  required in
     connection  with  a transfer pursuant to Rule 144 under the Securities Act.

     9.  [Reserved]

     10.  Registration  Rights.  The initial holder of this Warrant (and certain
assignees  thereof)  are  entitled to the benefit of such registration rights in
respect  of  the  Warrant  Shares  as  are  set forth in the Registration Rights
Agreement,  including  the  right to assign such rights to certain assignees, as
set  forth  therein.

     11.  Notices. Any notices required or permitted to be given under the terms
of  this  Warrant  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 by
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.  Kenneth  Schwanda

     With  a  copy  to:

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

If  to the holder, at such address as such holder shall have provided in writing
to  the  Company,  or  at  such other address as such holder furnishes by notice
given  in  accordance with this Section 10, and, for any notice under Section 3,
with  a  copy  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

     12.  Governing  Law.  This  Warrant  shall  be governed by and construed in
accordance  with  the laws of the State of New York. Each of the Company and the
holder  further  agrees  that  service of process upon the Company or the holder
mailed  by  certified  or registered mail to the address set forth in Section 10
shall  be  deemed in every respect effective service of process upon the Company
or  the  holder in any such suit or proceeding.  Nothing herein shall affect the
holder's  or  the Company's right to serve process in any other manner permitted
by  law.  Each  of the Company and the holder 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.

     13.  Limitations  on  Holder's  Right  to  Exercise. In the event that upon
either  (a)  the  surrender  of this Warrant, together with a completed Exercise
Agreement,  or  (b)  the  delivery of the Mandatory Exercise Notice, the Company
would  be  obligated  to  issue  an amount of shares of Common Stock which, when
aggregated with all shares of Common Stock issued upon exercise of all Warrants,
would  exceed  19.99% of the number of shares of Common Stock outstanding on May
14,  2001 (such amount to be proportionately and equitably adjusted from time to
time  in  the  event  of  stock  dividends,  subdivisions,  combinations,
reclassifications,  capital  reorganizations  and similar events relating to the
Common  Stock) (the "Exchange Cap"), and such issuance would constitute a breach
of  the  Company's  obligations under the rules or regulations of Nasdaq as they
apply  to the Company, or any other principal securities exchange or market upon
which the Common Stock is or becomes traded (the "Cap Regulations"), the Company
shall not be obligated to issue any such shares of Common Stock in excess of the
Exchange  Cap. Instead, the Company shall immediately give notice of these facts
to all holders of outstanding Warrants and shall, within twenty (20) days of the
occurrence  of  either  (a)  or  (b) above, commence taking all steps reasonably
necessary  to  be in a position to issue shares pursuant to the exercise of this
Warrant  without  violating  the Cap Regulations, which steps shall include (but
not  be  limited  to)  (i)  the  immediate  preparation  of  all necessary proxy
solicitation  materials  for a meeting of the shareholders; (ii) best efforts to
obtain  a waiver from the Cap Regulations for the issuances hereunder; and (iii)
the  filing of such preliminary proxy solicitation materials with the Securities
and  Exchange  Commission  within such twenty (20) day period. In the event that
shareholder  approval  is  required for the Company to be in a position to issue
any  shares  pursuant to the exercise of this Warrant, the Company shall use its
best  efforts  to obtain such approval at the earliest practical date, including
without  limitation  using its best efforts to cause its management and board of
directors  to  vote  shares  that they beneficially own, and to recommend to the
Company's  other  shareholders  to  vote,  in  favor  of  such  approval.

     14.  Miscellaneous.

     (a) Amendments. Except as provided in Section 8(g) hereof, this Warrant and
any  provision  hereof may only be amended by an instrument in writing signed by
the  Company  and  the  holder  hereof.

     (b) Descriptive Headings. The descriptive head-ings of the several Sections
of  this  Warrant  are  in-serted  for purposes of reference only, and shall not
affect  the  meaning  or  construction  of  any  of  the  provisions  hereof.

     (c)  Cashless  Exercise.  This Warrant may be exercised at any time or from
time  to  time during the Exercise Period, by presentation and surrender of this
Warrant  to the Company at its principal executive offices with a written notice
of the holder's intention to effect a cashless exercise, including a calculation
of  the  number  of  shares  of  Common Stock to be issued upon such exercise in
accordance  with  the  terms  hereof (a "CASHLESS EXERCISE" ). In the event of a
Cashless Exercise in lieu of paying the Exercise Price in cash, the holder shall
surrender  this  Warrant for that number of shares of Common Stock determined by
multiplying  (i)  the  number  of  Warrant Shares to which it would otherwise be
entitled  by  (ii)  a  fraction,  the numerator of which shall be the difference
between  the  then  current  Market  Price per share of the Common Stock and the
Exercise Price, and the denominator of which shall be the Market Price per share
of  Common  Stock.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


<PAGE>

IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized  officer.

                           GENUS,  INC.

                           By:  _________________________________
                           Name:
                           Title:


<PAGE>


                           FORM OF EXERCISE AGREEMENT
         (TO BE EXECUTED BY THE HOLDER IN ORDER TO EXERCISE THE WARRANT)

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

     The  undersigned  hereby  irrevocably  exercises  the  right  to  purchase
_____________ shares of the Common Stock of GENUS, INC., a corporation organized
under  the  laws  of  the  State  of  California  (the  "COMPANY"),  and either:

___  tenders  herewith  payment  of the Exercise Price in full, in the amount of
     $_____________,  in  cash,  by  certified or official bank check or by wire
     transfer  for  the  account  of  the  Company;  or

___  elects  pursuant  to  Section  12(c) of the Warrant to convert such Warrant
     into  Common  Stock  on  a  cashless  exercise  basis.

     The undersigned agrees not to offer, sell, transfer or otherwise dispose of
any Common Stock obtained on exercise of the Warrant, except under circumstances
that  will  not result in a violation of the Securities Act of 1933, as amended,
or  any  state  securities  laws.

___  The  undersigned  requests  that  the  Company  cause its transfer agent to
     electronically transmit the Common Stock issuable pursuant to this Exercise
     Agreement  to  the  account  of  the  undersigned  or its nominee (which is
     _________________) with DTC through its Deposit Withdrawal Agent Commission
     System  ("DTC  TRANSFER").

___  In  lieu  of receiving the shares of Common Stock issuable pursuant to this
     Exercise  Agreement by way of DTC Transfer, the undersigned hereby requests
     that  the  Company  cause  its  transfer  agent to issue and deliver to the
     undersigned physical certificates representing such shares of Common Stock.

___  The  undersigned  requests  that  a  Warrant  representing  any unexercised
     portion  hereof  be  issued,  pursuant  to  the Warrant, in the name of the
     Holder  and  delivered  to  the undersigned at the address set forth below:

Dated:_________________     _____________________________________
                            Signature  of  Holder

                            _____________________________________
                            Name  of  Holder  (Print)
                            Address:
                            _____________________________________
                            _____________________________________
                            _____________________________________

<PAGE>

                               FORM OF ASSIGNMENT


     FOR  VALUE  RECEIVED,  the undersigned hereby sells, assigns, and transfers
all  the  rights  of the undersigned under the attached Warrant, with respect to
the  number  of  shares of Common Stock covered thereby issuable pursuant to the
attached  Warrant  set  forth  hereinbelow, to:

Name  of  Assignee               Address                    No  of  Shares
------------------               -------                    --------------



,  and  hereby  irrevocably  constitutes  and  appoints
_____________________________________  as agent and attorney-in-fact to transfer
said  Warrant  on  the books of the within-named corporation, with full power of
substitution  in  the  premises.


Dated:  _____________________,  ____

In  the  presence  of

__________________

     Name:  ____________________________


     Signature:  _______________________
     Title  of  Signing  Officer  or  Agent  (if  any):
               ________________________
     Address:  ________________________
               ________________________


     Note:  The  above  signature should correspond exactly with the name on the
          face  of  the  within  Warrant.

<PAGE>


                                                                       EXHIBIT B

                                                TO SECURITIES PURCHASE AGREEMENT


                          REGISTRATION RIGHTS AGREEMENT

     REGISTRATION RIGHTS AGREEMENT (this "AGREEMENT"), dated as of May 14, 2001,
by and among GENUS, INC., a corporation organized under the laws of the State of
California  (the  "COMPANY"),  and  the  undersigned  (the "INITIAL INVESTORS").

     WHEREAS:

     A.     The Company and the Initial Investors have entered into a Securities
Purchase  Agreement  dated the date hereof (the "SECURITIES PURCHASE AGREEMENT;"
capitalized  terms  used  herein and not otherwise defined herein shall have the
respective  meanings  set  forth  in  the  Securities  Purchase  Agreement).  In
connection  with the Securities Purchase Agreement, the Company has agreed, upon
the  terms and subject to the conditions contained therein, to issue and sell to
the  Initial  Investors  (i)  shares of the Company's common stock, no par value
(the  "COMMON  STOCK"),  and  (ii)  warrants  to  purchase  Common  Stock  (the
"WARRANTS").  The  shares  of  Common Stock issued on the Closing Date under the
Securities  Purchase  Agreement  are  referred to herein as the "SHARES" and the
shares  of  Common  Stock issuable upon exercise of or otherwise pursuant to the
Warrants  are  referred  to  herein  as  the  "WARRANT  SHARES."

     B.     To  induce  the  Initial  Investors  to  execute  and  deliver  the
Securities  Purchase  Agreement,  the  Company  has  agreed  to  provide certain
registration  rights under the Securities Act of 1933, as amended, and the rules
and  regulations thereunder, or any similar successor statute (collectively, the
"SECURITIES  ACT"),  and  applicable  state  securities  laws;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein  and  other  good  and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged,  the  Company and the Initial
Investors,  intending  to  be  legally  bound,  hereby  agree  as  follows:

     1.     DEFINITIONS.

     As  used  in  this  Agreement, the following terms shall have the following
meanings:

     (i)     "INVESTORS"  means  the  Initial  Investors  and any transferees or
assignees  who  agree  to  become  bound  by the provisions of this Agreement in
accordance  with  Section 9 hereof; provided, however, that the term "Investors"
shall  not include any of the Initial Investors and any transferees or assignees
who agree to become bound by the provisions of this Agreement in accordance with
Section  9  hereof  that cease to own or hold any of the Registrable Securities.

     (ii)     "REGISTER,"  "REGISTERED,"  and  "REGISTRATION"  refer  to  a
registration  effected  by  preparing  and  filing  a  Registration Statement or
Statements  in compliance with the Securities Act and pursuant to Rule 415 under
the  Securities Act or any successor rule providing for offering securities on a
continuous  basis ("RULE 415"), and the declaration or ordering of effectiveness
of  such  Registration  Statement  by  the United States Securities and Exchange
Commission  (the  "SEC").

     (iii)     "REGISTRABLE  SECURITIES" means  (i) the Shares, (ii) the Warrant
Shares,  (iii)  any shares of Common Stock issued or issuable as a result of the
operation of the anti-dilution provisions of the Warrants and (iv) 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 any of the
foregoing.

     (iv)     "REGISTRATION STATEMENT" means one or more registration statements
of  the  Company  under  the  Securities  Act registering all of the Registrable
Securities,  including  the Initial Registration Statement, any Uncovered Shares
Amendments  and  Uncovered  Shares  Registration  Statements  (each,  as defined
below).

     2.     REGISTRATION.

     a.     Mandatory  Registration.  The  Company  shall  file  with the United
States  Securities  and  Exchange Commission ("SEC"), on the date which is on or
before  thirty-five  (35)  calendar  days  after  the  Closing Date (the "FILING
DEADLINE")  a  Registration  Statement  on Form S-3 (or, if Form S-3 is not then
available, on such form of Registration Statement as is then available to effect
a  registration  of all of the Registrable Securities, subject to the consent of
the  Initial  Investors  as  to  the use of such form (as determined pursuant to
Section  11(j)  hereof))  covering  the  resale  of at least 3,699,042 shares of
Common  Stock,  which  Registration Statement, to the extent allowable under the
Securities  Act  and  the  rules  promulgated  thereunder  shall state that such
Registration  Statement  also  covers  such  indeterminate  number of additional
shares  of  Common Stock as may become issuable upon exercise of the Warrants to
prevent  dilution  resulting  from  stock  splits,  stock  dividends  or similar
transactions (the "INITIAL REGISTRATION STATEMENT").  The Registrable Securities
included  in the Initial Registration Statement shall be registered on behalf of
the  Investors  as  set forth in Section 11(k) hereof.  The Initial Registration
Statement  (and  each  amendment  or  supplement  thereto,  and each request for
acceleration  of effectiveness thereof) shall be provided to (and subject to the
review  by)  the  Initial Investors and their counsel at least five (5) Business
Days prior to its filing or other submission.  If for any reason (including, but
not  limited to, a determination by the staff of the SEC that all or any portion
of  the Warrant Shares or any other Registrable Securities cannot be included in
the  Initial  Registration  Statement  (an  "SEC  DETERMINATION"))  the  Initial
Registration Statement declared effective by the SEC does not include all of the
Registrable  Securities  (any  such  shares  that  are  not  included  being the
"UNCOVERED SHARES"), the Company shall prepare and file with the SEC, as soon as
practicable,  but  in  any  event  prior  to  the fifth (5th) Business Day after
becoming  aware  of the existence of any Uncovered Shares (such date referred to
herein  as  the "UNCOVERED SHARE FILING DEADLINE"), either (a) an amendment (the
"UNCOVERED  SHARES AMENDMENT") to the Initial Registration Statement effecting a
registration  of  the  Uncovered  Shares  or  (b) a registration statement which
registers  the Uncovered Shares (the "UNCOVERED SHARES REGISTRATION STATEMENT").
The  Uncovered  Shares  Amendment or the Uncovered Shares Registration Statement
(and  each amendment or supplement thereto, and each request for acceleration of
effectiveness  thereof)  shall  be  provided  to the Initial Investors and their
counsel  for  review  and  comment at least three (3) Business Days prior to its
filing or other submission. The Company shall use its best efforts to cause each
of  the Initial Registration Statement and the Uncovered Shares Amendment or the
Uncovered  Shares  Registration  Statement  to  become  effective  as  soon  as
practicable  after  the  filing  thereof.

     b.     [Reserved]

     c.     Payments  by the Company.  The Company shall use its best efforts to
cause  each Registration Statement required to be filed pursuant to Section 2(a)
hereof  to  become  effective  as  soon  as  practicable, but, as to the Initial
Registration  Statement  filed  pursuant to Section 2(a), in no event later than
the  ninety-fifth  (95th) calendar day after the Closing Date (the "REGISTRATION
DEADLINE"),  and  as  to  any  Uncovered  Shares  Amendment  or Uncovered Shares
Registration  Statement, in no event later than the forty-fifth (45th) day after
the  Uncovered  Share  Filing  Deadline  (the  "UNCOVERED  SHARE  REGISTRATION
DEADLINE").  If  (i)  the  Registration  Statement(s)  covering  the Registrable
Securities  required  to be filed by the Company pursuant to Section 2(a) hereof
is  not  filed with the SEC by the Filing Deadline or the Uncovered Share Filing
Deadline,  as  applicable,  or  declared  effective  by the SEC on or before the
Registration  Deadline  or  the  Uncovered  Share  Registration  Deadline,  as
applicable, or if, after a Registration Statement has been declared effective by
the  SEC,  sales  of  all  the Registrable Securities (including any Registrable
Securities  required  to be registered pursuant to Section 3(b) hereof) required
to  be  included  therein  (except,  in  the  case  of  the Initial Registration
Statement,  for  Uncovered Shares which are the subject of an SEC Determination)
cannot  be  made  pursuant  to  the  Registration Statement (by reason of a stop
order,  the  Company's  failure  to  update a Registration Statement, any reason
resulting  in  Uncovered  Shares  or any other reason outside the control of the
Investors)  or  (ii) the Common Stock is not listed or included for quotation on
the  Nasdaq  National Market or Small Cap Market (the "NASDAQ MARKETS"), the New
York  Stock Exchange (the "NYSE") or the American Stock Exchange (the "AMEX") at
any time after the Registration Deadline, then the Company will make payments to
the  Investors in such amounts and at such times as shall be determined pursuant
to  this  Section  2(c)  as  partial  relief for the damages to the Investors by
reason  of  any  such  delay  in  or  reduction  of  their  ability  to sell the
Registrable  Securities  (which  remedy  shall  not  be  exclusive  of any other
remedies  available  at  law  or  in  equity).

     The  Company  shall  pay  to  each  Investor  an  amount  equal  to (i) the
Investment Amount (as defined in the Securities Purchase Agreement) paid by such
Investor  (or if such Investor is not an Initial Investor, the Investment Amount
paid  by such Investor's transferor or assignor of such Shares and Warrants) for
the  Shares  and  Warrants  purchased  by  such  Investor  (or  such  Investor's
transferor  or  assignor)  pursuant  to  the  Securities Purchase Agreement (the
"AGGREGATE  PURCHASE  PRICE"), multiplied by (ii) one percent (1%) (with respect
to  the period commencing on the Filing Deadline, the Uncovered Filing Deadline,
the  Registration  Deadline  or  the  Uncovered  Share Registration Deadline, as
applicable  multiplied  by  (iii)  the  sum  of  (x)  the quotient calculated by
dividing  (A)  the  number  of days after the Filing Deadline or Uncovered Share
Filing Deadline, as applicable, and prior to the date the Registration Statement
or  Uncovered  Share  Amendment  or  Uncovered  Share Registration Statement, as
applicable,  in  each  case as required to be filed pursuant to Section 2(a), is
filed  with  the SEC by (B) thirty, plus (y) the quotient calculated by dividing
(A)  the  number  of  days  after  the  Registration Deadline or Uncovered Share
Registration  Deadline,  as  applicable,  and prior to the date the Registration
Statement  or  Uncovered  Share  Amendment  or  Uncovered  Share  Registration
Statement,  as  applicable,  in  each case as filed pursuant to Section 2(a), is
declared effective by the SEC by (B) thirty, plus (z) the quotient calculated by
dividing  (A)  the  sum  of  the number of additional days that (I) sales of any
Registrable  Securities  required  to  be  included  in a Registration Statement
(except,  in  the  case of the Initial Registration Statement, for any Uncovered
Shares which are the subject of an SEC Determination) cannot be made pursuant to
a  Registration  Statement  after  such Registration Statement has been declared
effective,  or  (II) the Common Stock is not listed or included for quotation on
the Nasdaq Markets, the NYSE or AMEX by (B) thirty.  For example, if the Initial
Registration Statement becomes effective thirty (30) days after the Registration
Deadline,  the  Company  would  pay  $10,000  for  each  $1,000,000 of Aggregate
Purchase  Price;  and thereafter, for each additional period of thirty (30) days
that sales cannot be made pursuant to the Initial Registration Statement (except
as  to  Uncovered Shares which are subject to an SEC Determination), the Company
would  pay $10,000 for each $1,000,000 of Aggregate Purchase Price. Such amounts
shall  be  paid  in  cash within five (5) days after the end of each period that
gives  rise  to  such  obligation, provided that, if any such period extends for
more  than thirty (30) days, interim payments shall be made for each such thirty
(30)  day  period.  If  such payment is not made within such five (5) day period
the  Investor thereafter shall be entitled to interest on the unpaid amount at a
rate  equal  to  two percent (2%) per month until such amount is paid in full to
the  Investor.  If the Company is unable to pay all amounts due and payable with
respect  to  the  penalties, the Company will pay the Investors such amounts pro
rata  based  upon  the total amounts payable to each Investor as a percentage of
the  total  amounts  payable  to  all  Investors.

     d.     Piggy  Back  Registrations.

          (i)  If at any time prior to the expiration of the Registration Period
     (as hereinafter defined) the Company shall file with the SEC a registration
     statement  relating  to  an  offering for its own account or the account of
     others under the Securities Act of any of its equity securities (other than
     on  Form  S-4  or  Form  S-8  or  their then equivalents relating to equity
     securities  to  be  issued solely in connection with any acquisition of any
     entity  or  business or equity securities issuable in connection with stock
     option  or  other  employee  benefit plans), the Company shall send to each
     Investor  who  is  entitled  to registration rights under this Section 2(d)
     written  notice of such determination and, if within twenty (20) days after
     the  date  of  such  notice, such Investor shall so request in writing, the
     Company shall include in such registration statement all or any part of the
     Registrable  Securities  such Investor requests to be registered, provided,
     however,  that the number of Registrable Shares proposed to be sold by such
     securities  is equal to at least fifty percent (50%) of the total number of
     Registrable Securities then held by such participating Investor, (iii) such
     Investor  agrees to sell those of its Registrable Securities to be included
     in  such  registration  in  the  same  manner  and  on  the  same terms and
     conditions  as  the other shares of Common Stock which the Company proposes
     to  register,  and  (iv) if the registration is to include shares of Common
     Stock  to  be  sold  for the account of the Company or any party exercising
     registration  rights  pursuant to any other agreement with the Company, the
     proposed  managing  underwriter  does  not  advise  the Company that in its
     opinion  the  inclusion  of such Investor's Registrable Securities (without
     any  reduction  in  the  number of shares to be sold for the account of the
     Company  or  such party exercising registration rights) is likely to affect
     materially  and  adversely  the  success  of the offering or the price that
     would be received for any shares of Common Stock offered, in which case the
     rights  of  such  Investor shall be as provided in Section 2(d)(ii) hereof.

          (ii)  If  a  registration  pursuant  to  Section  2(d)(i)  is  done in
     connection  with  any  underwritten  public offering for the account of the
     Company  the  managing  underwriter(s) thereof shall impose a limitation on
     the  number  of  shares  of  Common  Stock  which  may  be  included in the
     registration statement because, in such underwriter(s)' judgment, marketing
     or  other factors dictate such limitation is necessary to facilitate public
     distribution,  then  the  Company  shall  be  obligated  to include in such
     registration statement only such limited portion, if any of the Registrable
     Securities  with  respect  to  which  such Investor has requested inclusion
     hereunder  as  the  underwriter  shall permit. Any exclusion of Registrable
     Securities  shall  be  made pro rata among the Investors seeking to include
     Registrable  Securities,  in  proportion  to  the  number  of  Registrable
     Securities sought to be included by such Investors; provided, however, that
     the Company shall not exclude any Registrable Securities unless the Company
     has first excluded all outstanding securities, the holders of which are not
     entitled  to inclusion of such securities in such registration statement or
     are not entitled to pro rata inclusion with the Registrable Securities; and
     provided  further,  however,  that,  after giving effect to the immediately
     preceding  proviso,  any  exclusion of Registrable Securities shall be made
     pro  rata with holders of other securities having the right to include such
     securities  in  the registration statement other than holders of securities
     entitled to inclusion of their securities in such registration statement by
     reason  of  demand  registration  rights (except to the extent any existing
     agreements  otherwise  provide).  No  right  to registration of Registrable
     Securities  under  this  Section  2(d)  shall  be  construed  to  limit any
     registration  required  under  Section  2(a)  hereof.  If  an  offering  in
     connection  with  which  an Investor is entitled to registration under this
     Section  2(d)  is  an  underwritten  offering,  then  each  Investor  whose
     Registrable  Securities  are included in such registration statement shall,
     unless  otherwise  agreed  by  the Company, offer and sell such Registrable
     Securities  in  an  underwritten  offering  using  the  same underwriter or
     underwriters  and, subject to the provisions of this Agreement, on the same
     terms  and  conditions  as  other  shares  of Common Stock included in such
     underwritten  offering.


     e.     Eligibility  for Form S-3.  The Company represents and warrants that
it  is  eligible  to  register  the  resale  of  Registrable  Securities  on  a
registration  statement  on  Form  S-3  under the Securities Act, and that there
exist  no  facts  or  circumstances  (including  without limitation any required
approvals  or  waivers  or  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 Securities.  The Company shall file all reports required to be filed
by  the  Company  with  the  SEC  in  a  timely  manner so as to maintain or, if
applicable,  regain  its  eligibility  for  the  use  of  Form  S-3.

     3.     OBLIGATIONS  OF  THE  COMPANY.

     In  connection  with  the  registration  of the Registrable Securities, the
Company  shall  have  the  following  obligations:

     a.     The  Company  shall  prepare and file with the SEC, on or before the
Filing  Deadline  or  the  Uncovered  Share  Filing Deadline, as applicable, the
applicable  Registration  Statement  required  by Section 2(a) and shall use its
best efforts to cause such Registration Statement to become effective as soon as
practicable  after  such  filing  (but  in  no event later than the Registration
Deadline  or  the  Uncovered  Share  Registration Deadline, as applicable).  The
Company shall keep such Registration Statement effective pursuant to Rule 415 at
all  times until the earlier of (i) five (5) years  following the date hereof or
(ii)  the  date  that  all  Registrable Securities have been sold pursuant to an
effective  registration  statement  or  Rule  144  under the Securities Act (the
"REGISTRATION PERIOD").  In the event that the sale of Registrable Securities by
one or more Investors is determined by the SEC to constitute a primary offering,
upon  the  written  request  from time to time of any such Investor, the Company
shall  as promptly as practicable:  cause a Registration Statement to be amended
and/or one or more additional Registration Statements (which may be requested on
a  sequential  basis) to be filed (as specified by the applicable Investors) and
to  be  declared  effective;  and take all other actions reasonably requested by
such  Investors  to  effectuate  the offering of Registrable Securities.  If the
Initial  Registration  Statement is not filed on Form S-3, the Company shall, as
soon  as it is eligible to do so, file a post-effective amendment on Form S-3 to
the Initial Registration Statement to the extent permitted by the SEC or, if not
so  permitted,  file a new Registration Statement on Form S-3 to permit sales of
the  Registrable  Securities  pursuant to Rule 429 under the Securities Act; and
the Company shall use its best efforts to cause such post-effective amendment or
Registration  Statement  to  become  effective  as  soon  as  possible.  Each
Registration  Statement  (including  any  amendments  or supplements thereto and
prospectuses  contained  therein  and  all  documents  incorporated by reference
therein)  filed  pursuant  to  this  Agreement  (i) shall comply in all material
respects  with  the  requirements  of  the  Securities  Act  and  the  rules and
regulations  of  the  SEC  promulgated thereunder and (ii) shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be  stated  therein, or necessary to make the statements therein not misleading.
The  financial  statements of the Company included in the Registration Statement
or  incorporated  by  reference  therein  will comply as to form in all material
respects  with  applicable  accounting  requirements and the published rules and
regulations  of  the  SEC  applicable  with  respect  thereto.  Such  financial
statements  shall  be  prepared  in  accordance  with  U.S.  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 include footnotes or may be condensed or  summary statements) and shall
fairly  present  in all material respects the consolidated financial position of
the  Company  and  its consolidated subsidiaries as of the dates thereof and the
consolidated  results  of  their  operations and cash flows for the periods then
ended  (subject,  in  the  case  of unaudited statements, to immaterial year-end
adjustments).

     b.     The  Company  shall  prepare  and  file with the SEC such amendments
(including  post-effective  amendments)  and  supplements  to  the  Registration
Statement  and the prospectus used in connection with the Registration Statement
as  may  be  necessary to keep the Registration Statement effective at all times
during  the  Registration  Period,  and,  during  such  period,  comply with the
provisions  of  the  Securities  Act  with  respect  to  the  disposition of all
Registrable  Securities  of  the  Company  covered by the Registration Statement
until  such  time as all of such Registrable Securities have been disposed of in
accordance  with  the  intended  methods of disposition by the seller or sellers
thereof  as  set  forth  in  the  Registration  Statement.

     c.     The  Company  shall  furnish  to  each  Investor  whose  Registrable
Securities  are included in the Registration Statement and its legal counsel (i)
promptly  after  the  same  is prepared and publicly distributed, filed with the
SEC,  or received by the Company, one copy of the Registration Statement and any
amendment thereto, each preliminary prospectus and prospectus and each amendment
or  supplement  thereto.

     d.     The  Company  shall use its best efforts to (i) register and qualify
the  Registrable  Securities  covered  by  the Registration Statement under such
other  securities  or "blue sky" laws of such jurisdictions in the United States
as  each  Investor  who  holds  Registrable  Securities being offered reasonably
requests,  (ii)  prepare  and  file  in  those  jurisdictions  such  amendments
(including  post-effective amendments) and supplements to such registrations and
qualifications  as may be necessary to maintain the effectiveness thereof during
the  Registration  Period,  (iii) take such other actions as may be necessary to
maintain such registrations and qualifications in effect at all times during the
Registration  Period,  and  (iv)  take all other actions reasonably necessary or
advisable  to qualify the Registrable Securities for sale in such jurisdictions;
provided,  however,  that  the  Company  shall  not  be  required  in connection
therewith  or  as  a  condition  thereto  to  (a)  qualify to do business in any
jurisdiction  where  it  would not otherwise be required to qualify but for this
Section  3(d),  (b) subject itself to general taxation in any such jurisdiction,
(c)  file  a general consent to service of process in any such jurisdiction, (d)
provide  any undertakings that cause the Company undue expense or burden, or (e)
make  any  change  in its certificate of incorporation or by-laws, which in each
case the Board of Directors of the Company determines to be contrary to the best
interests  of  the  Company  and  its  stockholders.

     e.  In  the  event  the  Investors  who  hold a majority in interest of the
Registrable  Securities being offered in an offering select underwriters for the
offering,  the  Company  shall  enter  into and perform its obligations under an
underwriting  agreement,  in  usual  and  customary  form,  including,  without
limitation,  customary  indemnification  and  contribution obligations, with the
underwriters  of  such  offering.

     f.     As  promptly  as practicable after becoming aware of such event, the
Company  shall notify each Investor in writing of the happening of any event, of
which the Company has knowledge, as a result of which the prospectus included in
the Registration Statement, as then in effect, includes an untrue statement of a
material fact or omission to state a material fact required to be stated therein
or  necessary  to  make  the statements therein not misleading, and use its best
efforts  promptly  to  prepare  a  supplement  or  amendment to the Registration
Statement  to  correct such untrue statement or omission and deliver such number
of  copies of such supplement or amendment to each Investor as such Investor may
reasonably  request.

     g.     The  Company  shall  use its best efforts to prevent the issuance of
any stop order or other suspension of effectiveness of a Registration Statement,
and,  if  such an order is issued, to obtain the withdrawal of such order at the
earliest  practicable  date (including in each case by amending or supplementing
such  Registration  Statement) and to notify each Investor who holds Registrable
Securities  being  sold  (or,  in  the  event  of  an underwritten offering, the
managing  underwriters) of the issuance of such order and the resolution thereof
(and  if  such  Registration  Statement is supplemented or amended, deliver such
number  of  copies  of  such  supplement  or  amendment to each Investor as such
Investor  may  reasonably  request).

     h.     The  Company shall permit a single firm of counsel designated by the
Initial  Investors  to  review the Registration Statement and all amendments and
supplements  thereto  a reasonable period of time prior to their filing with the
SEC.

     i.     At the request of the Initial Investors whose Registrable Securities
are included in a Registration Statement, the Company shall furnish, on the date
of  effectiveness of the Registration Statement (i) an opinion, dated as of such
date,  from  counsel  representing the Company addressed to the Investors and in
form,  scope  and  substance  as  is customarily given in an underwritten public
offering,  including  that  the  Registration  Statement  and related prospectus
comply  as  to  form  in  all  material  respects  with  the requirements of the
Securities  Act  and the applicable rules and regulations thereunder, and (ii) a
letter,  dated  as of such date, from the Company's independent certified public
accountants  in  form  and  substance  as  is  customarily  given by independent
certified public accountants to underwriters in an underwritten public offering,
addressed  to  the  Initial  Investors  and  the  underwriters,  if  any.

     j.     The  Company shall make available for inspection by (i) any Investor
whose  Registrable Securities are included in a Registration Statement, (ii) any
underwriter  participating  in  any  disposition  pursuant  to  a  Registration
Statement,  (iii)  one  firm  of  attorneys and one firm of accountants or other
agents retained by the Investors, and (iv) one firm of attorneys retained by all
such  underwriters  (collectively, the "INSPECTORS") all pertinent financial and
other  records,  and pertinent corporate documents and properties of the Company
(collectively,  the  "RECORDS"), as shall be reasonably deemed necessary by each
Inspector to enable each Inspector to exercise its due diligence responsibility,
and  cause  the  Company's  officers,  directors  and  employees  to  supply all
information  which any Inspector may reasonably request for purposes of such due
diligence.

     k.     The  Company shall hold in confidence and not make any disclosure of
information concerning an Investor provided to the Company unless (i) disclosure
of  such  information  is  necessary  to comply with federal or state securities
laws, (ii) the disclosure of such information is necessary to avoid or correct a
misstatement  or  omission  in  any Registration Statement, (iii) the release of
such  information  is ordered pursuant to a subpoena or other order from a court
or  governmental  body of competent jurisdiction, (iv) such information has been
made  generally available to the public other than by disclosure in violation of
this  or  any  other  agreement,  or  (v) such Investor consents to the form and
content of any such disclosure.  The Company agrees that it shall, upon learning
that  disclosure of such information concerning an Investor is sought in or by a
court  or  governmental  body  of competent jurisdiction or through other means,
give  prompt  notice to such Investor prior to making such disclosure, and allow
the  Investor,  at  its  expense,  to  undertake  appropriate  action to prevent
disclosure  of,  or  to  obtain  a  protective  order  for,  such  information.

     l.     The Company shall use its best efforts to promptly either (i) secure
the  designation and quotation, of all the Registrable Securities covered by the
Registration  Statement  on  The  Nasdaq  Stock  Market,  or  (ii) cause all the
Registrable Securities covered by the Registration Statement to be listed on the
NYSE  or the AMEX or another national securities exchange and on each additional
national  securities  exchange  on  which securities of the same class or series
issued  by  the  Company  are  then  listed,  if  any,  if  the  listing of such
Registrable  Securities  is  then  permitted  under  the rules of such exchange.

     m.     The  Company shall provide a transfer agent and registrar, which may
be  a single entity, for the Registrable Securities not later than the effective
date  of  the  Registration  Statement.

     n.     The  Company shall cooperate with the Investors who hold Registrable
Securities  being  offered and the managing underwriter or underwriters, if any,
to  facilitate  the timely preparation and delivery of certificates (not bearing
any  restrictive  legends)  representing  Registrable  Securities  to be offered
pursuant  to  the  Registration  Statement and enable such certificates to be in
such  denominations  or amounts, as the case may be, as the managing underwriter
or  underwriters, if any, or the Investors may reasonably request and registered
in  such  names  as  the  managing  underwriter  or underwriters, if any, or the
Investors  may request, and, within three (3) Business Days after a Registration
Statement which includes Registrable Securities is ordered effective by the SEC,
the Company shall deliver, and shall cause legal counsel selected by the Company
to deliver, to the transfer agent for the Registrable Securities (with copies to
the  Investors  whose  Registrable  Securities are included in such Registration
Statement) an opinion of such counsel in a form customary for such transactions.

     o.     The  Company  shall  comply  with  applicable  federal  and  state
securities laws and regulations related to a Registration Statement and offering
and  sale  of  securities.

     p.     The Company shall take all such other actions as any Investor or the
underwriters,  if any, reasonably request in order to expedite or facilitate the
disposition  of  such  Registrable  Securities.

     q.     From  and  after  the date of this Agreement, the Company shall not,
and  shall  not  agree  to,  allow  the holders of any securities of the Company
(except  (i)  to the extent existing agreements may otherwise provide or (ii) in
the  case  of  the  Common Stock underlying the warrants to be issued to WFVK as
placement  agent  of  the  financing  contemplated  by  the  Securities Purchase
Agreement)  to  include  any  of  their securities in any Registration Statement
under  Section  2(a) hereof or any amendment or supplement thereto under Section
3(b)  hereof without the consent of the holders of a majority in interest of the
Registrable  Securities.

     4.     OBLIGATIONS  OF  THE  INVESTORS.

     In  connection  with  the  registration  of the Registrable Securities, the
Investors  shall  have  the  following  obligations:

     a.     It  shall be a condition precedent to the obligations of the Company
to  complete  the  registration  pursuant  to this Agreement with respect to the
Registrable Securities of a particular Investor that such Investor shall furnish
to  the  Company  such  information regarding itself, the Registrable Securities
held  by it and the intended method of disposition of the Registrable Securities
held  by  it  as shall be reasonably required to effect the registration of such
Registrable  Securities and shall execute such documents in connection with such
registration  as the Company may reasonably request.  At least five (5) Business
Days  prior  to the first anticipated filing date of the Registration Statement,
the  Company  shall notify each Investor of any information the Company requires
from  each  such  Investor.

     b.     Each  Investor,  by  such  Investor's  acceptance of the Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with  the  preparation  and  filing of the Registration
Statement hereunder, unless such Investor has notified the Company in writing of
such  Investor's  election  to  exclude  all  of  such  Investor's  Registrable
Securities  from  the  Registration  Statement.

     c.     In  the  event  Investors  holding  a  majority  in  interest of the
Registrable  Securities  being  offered  determine  to engage the services of an
underwriter,  each  Investor  agrees  to  enter into and perform such Investor's
obligations  under  an  underwriting  agreement,  in  usual  and customary form,
including,  without  limitation,  customary  indemnification  and  contribution
obligations,  with  the underwriter(s) of such offering and the Company and take
such other actions as are reasonably required in order to expedite or facilitate
the disposition of the Registrable Securities, unless such Investor has notified
the  Company  in  writing of such Investor's election not to participate in such
underwritten  distribution.

     d.     No  Investor  may  participate  in  any  underwritten  distribution
hereunder  unless  such  Investor (i) agrees to sell such Investor's Registrable
Securities  on  the basis provided in any underwriting arrangements in usual and
customary  form  entered  into  by  the Company, (ii) completes and executes all
questionnaires,  powers  of  attorney,  indemnities, underwriting agreements and
other  documents  reasonably  required  under  the  terms  of  such underwriting
arrangements,  and  (iii)  agrees  to pay its pro rata share of all underwriting
discounts  and  commissions  and  any expenses in excess of those payable by the
Company  pursuant  to Section 5 below.  Notwithstanding anything in this Section
4(d)  to  the contrary, this Section 4(d) is not intended to limit an Investor's
rights  under  Section  2(a)  or  3(b)  hereof.

     5.     EXPENSES  OF  REGISTRATION.

     All  reasonable  expenses  incurred  by  the  Company  or  the Investors in
connection  with registrations, filings or qualifications pursuant to Sections 2
and  3  above  (excluding brokers' fees, underwriting discounts and commissions,
and  similar selling expenses), including, without limitation, all registration,
listing  and  qualifications fees, printers and accounting fees and the fees and
disbursements  of  counsel  for  the  Company, and the fees and disbursements of
counsel  selected by the Investors, shall be borne by the Company.  In addition,
the  Company  shall  pay  all  of  the  Investors' costs and expenses (including
reasonable legal fees) incurred in connection with the enforcement of the rights
of  the  Investors  hereunder.

     6.     INDEMNIFICATION.

     In  the  event  any  Registrable  Securities are included in a Registration
Statement  under  this  Agreement:

     a.     To  the  extent  permitted  by law, the Company will indemnify, hold
harmless and defend (i) each Investor who holds such Registrable Securities, and
(ii)  the  directors,  officers, partners, members, employees and agents of such
Investor and each person who controls any Investor within the meaning of Section
15  of  the Securities Act or Section 20 of the Securities Exchange Act of 1934,
as amended (the "EXCHANGE ACT"), if any (each, an "INDEMNIFIED PERSON"), against
any  joint  or  several  losses,  claims,  damages,  liabilities  or  expenses
(collectively, together with actions, proceedings or inquiries by any regulatory
or  self-regulatory  organization,  whether  commenced or threatened, in respect
thereof,  "CLAIMS")  to  which  any  of  them may become subject insofar as such
Claims  arise  out  of  or  are  based upon: (i) any untrue statement or alleged
untrue  statement of a material fact in a Registration Statement or the omission
or  alleged  omission  to state therein a material fact required to be stated or
necessary  to  make  the  statements  therein  not  misleading,  (ii) any untrue
statement  or  alleged  untrue  statement  of  a  material fact contained in any
preliminary  prospectus if used prior to the effective date of such Registration
Statement,  or contained in the final prospectus (as amended or supplemented, if
the  Company  files any amendment thereof or supplement thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make  the statements made therein, in light of the circumstances under which the
statements  therein were made, not misleading, or (iii) any violation or alleged
violation  by  the  Company  of  the Securities Act, the Exchange Act, any state
securities  law,  or  any rule or regulation thereunder relating to the offer or
sale  of  the  Registrable  Securities (the matters in the foregoing clauses (i)
through  (iii)  being, collectively, "VIOLATIONS").  Subject to the restrictions
set  forth  in  Section  6(c)  with  respect to the number of legal counsel, the
Company  shall  reimburse  the  Investors  and  each  other  Indemnified Person,
promptly  as  such  expenses  are  incurred  and  are  due  and payable, for any
reasonable  legal  fees  or  other  reasonable  expenses  incurred  by  them  in
connection  with  investigating  or  defending  any such Claim.  Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this Section 6(a): (i) shall not apply to a Claim arising out of or
based  upon  a  Violation  which  occurs in reliance upon and in conformity with
information  furnished  in  writing  to  the  Company by such Indemnified Person
expressly for use in the Registration Statement or any such amendment thereof or
supplement  thereto;  (ii)  shall not apply to amounts paid in settlement of any
Claim  if  such  settlement is effected without the prior written consent of the
Company,  which  consent  shall  not  be  unreasonably  withheld; and (iii) with
respect  to  any  prospectus,  shall not inure to the benefit of any Indemnified
Person  if  the  untrue statement or omission of material fact contained in such
prospectus was corrected on a timely basis in the prospectus, as then amended or
supplemented,  if  such  corrected  prospectus  was timely made available by the
Company pursuant to Section 3(c) hereof, and the Indemnified Person was promptly
advised  in  writing not to use the incorrect prospectus prior to the use giving
rise  to  a  Violation and such Indemnified Person, notwithstanding such advice,
used it.  Such indemnity shall remain in full force and effect regardless of any
investigation  made  by or on behalf of the Indemnified Person and shall survive
the  transfer of the Registrable Securities by the Investors pursuant to Section
9.

     b.     In  connection  with any Registration Statement in which an Investor
is  participating,  each  such  Investor  agrees  severally  and  not jointly to
indemnify,  hold  harmless and defend, to the same extent and in the same manner
set  forth  in  Section  6(a),  the  Company, each of its directors, each of its
officers  who  signs  the Registration Statement, its employees, agents and each
person, if any, who controls the Company within the meaning of Section 15 of the
Securities  Act  or  Section  20  of the Exchange Act, and any other stockholder
selling  securities  pursuant  to  the  Registration  Statement  or  any  of its
directors or officers or any person who controls such stockholder or underwriter
within  the  meaning of the Securities Act or the Exchange Act (collectively and
together  with an Indemnified Person, an "INDEMNIFIED PARTY"), against any Claim
to  which any of them may become subject, under the Securities Act, the Exchange
Act  or  otherwise,  insofar  as  such  Claim arises out of or is based upon any
Violation,  in  each  case  to  the  extent  (and  only to the extent) that such
Violation  occurs  in  reliance  upon and in conformity with written information
furnished  to  the Company by such Investor expressly for use in connection with
such  Registration  Statement;  and  subject  to Section 6(c) such Investor will
reimburse  any  legal  or other expenses (promptly as such expenses are incurred
and  are  due  and  payable)  reasonably  incurred  by  them  in connection with
investigating or defending any such Claim; provided, however, that the indemnity
agreement  contained  in  this  Section  6(b) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of such Investor; provided, further, however, that the Investor shall be
liable under this Agreement (including this Section 6(b) and Section 7) for only
that  amount  as  does  not  exceed  the  net proceeds actually received by such
Investor  as  a  result  of  the sale of Registrable Securities pursuant to such
Registration  Statement.  Such  indemnity  shall remain in full force and effect
regardless  of  any investigation made by or on behalf of such Indemnified Party
and  shall  survive  the transfer of the Registrable Securities by the Investors
pursuant  to  Section  9.  Notwithstanding  anything  to  the contrary contained
herein,  the  indemnification  agreement  contained  in  this  Section 6(b) with
respect  to  any  preliminary  prospectus  shall not inure to the benefit of any
Indemnified  Party  if  the untrue statement or omission of material fact by the
Investor contained in the preliminary prospectus was corrected on a timely basis
in  the  prospectus,  as then amended or supplemented, and the Indemnified Party
failed  to  utilize  such  corrected  prospectus.

     c.     Promptly after receipt by an Indemnified Person or Indemnified Party
under  this Section 6 of notice of the commencement of any action (including any
governmental  action),  such Indemnified Person or Indemnified Party shall, if a
Claim  in  respect  thereof is to made against any indemnifying party under this
Section  6,  deliver  to  the  indemnifying  party  a  written  notice  of  the
commencement  thereof, and the indemnifying party shall have the right to assume
control  of  the  defense  thereof  with  counsel  mutually  satisfactory to the
indemnifying  party  and the Indemnified Person or the Indemnified Party, as the
case  may  be;  provided,  however,  that  such  indemnifying party shall not be
entitled  to  assume such defense and an Indemnified Person or Indemnified Party
shall  have  the  right  to  retain its own counsel with the reasonable fees and
expenses  to be paid by the indemnifying party, if, in the reasonable opinion of
counsel  retained  by the indemnifying party, the representation by such counsel
of  the Indemnified Person or Indemnified Party and the indemnifying party would
be  inappropriate  due to actual or potential conflicts of interest between such
Indemnified  Person or Indemnified Party and any other party represented by such
counsel  in such proceeding or the actual or potential defendants in, or targets
of, any such action include both the Indemnified Person or the Indemnified Party
and  the indemnifying party and any such Indemnified Person or Indemnified Party
reasonably  determines  that  there  may  be  legal  defenses  available to such
Indemnified  Person  or  Indemnified  Party  which  are  in  conflict with those
available to such indemnifying party.  The indemnifying party shall pay for only
one  separate  legal  counsel  for  the  Indemnified  Persons or the Indemnified
Parties,  as  applicable,  and such legal counsel shall be selected by Investors
holding  a  majority-in-interest  of  the Registrable Securities included in the
Registration  Statement  to  which  the  Claim relates (with the approval of the
Initial  Investors  if any of them holds Registrable Securities included in such
Registration  Statement),  if  the  Investors  are  entitled  to indemnification
hereunder,  or  by  the  Company,  if the Company is entitled to indemnification
hereunder,  as  applicable.  The  failure  to  deliver  written  notice  to  the
indemnifying  party  within  a  reasonable  time of the commencement of any such
action  shall  not  relieve  such  indemnifying  party  of  any liability to the
Indemnified  Person  or  Indemnified  Party  under this Section 6, except to the
extent  that  the  indemnifying  party  is actually prejudiced in its ability to
defend  such  action.  The  indemnification  required by this Section 6 shall be
made  by  periodic  payments  of  the  amount  thereof  during the course of the
investigation or defense, as such expense, loss, damage or liability is incurred
and  is  due  and  payable.

     (d) Notwithstanding anything to the contrary herein, the indemnifying party
shall  not  be  entitled  to  settle  any  claim,  suit  or proceeding unless in
connection  with such settlement the indemnified party receives an unconditional
release with respect to the subject matter of such claim, suit or proceeding and
such  settlement  does  not  contain  any  admission of fault by the indemnified
party.

     7.     CONTRIBUTION.

     To the extent any indemnification by an indemnifying party is prohibited or
limited  by  law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6  to  the  fullest  extent  permitted  by  law;  provided, however, that (i) no
contribution  shall  be  made under circumstances where the maker would not have
been  liable  for indemnification under the fault standards set forth in Section
6,  (ii) no person guilty of fraudulent misrepresentation (within the meaning of
Section  11(f) of the Securities Act) shall be entitled to contribution from any
seller  of  Registrable  Securities  who  was  not  guilty  of  such  fraudulent
misrepresentation,  and (iii) contribution (together with any indemnification or
other  obligations under this Agreement) by any seller of Registrable Securities
shall be limited in amount to the net amount of proceeds received by such seller
from  the  sale  of  such  Registrable  Securities.

     8.     REPORTS  UNDER  THE  EXCHANGE  ACT.

     With  a  view to making available to the Investors the benefits of Rule 144
promulgated  under the Securities Act or any other similar rule or regulation of
the  SEC  that  may  at  any time permit the Investors to sell securities of the
Company  to the public without registration ("RULE 144"), the Company agrees to:

     a.     file with the SEC in a timely manner and make and keep available all
reports and other documents required of the Company under the Securities Act and
the Exchange Act so long as the Company remains subject to such requirements (it
being understood that nothing herein shall limit the Company's obligations under
Section  5(c)  of  the  Securities  Purchase  Agreement)  and  the  filing  and
availability  of  such  reports  and  other  documents  as  is  required for the
applicable  provisions  of  Rule  144;  and

     b.     furnish  to  each Investor so long as such Investor owns Registrable
Securities,  promptly  upon request, (i) a written statement by the Company that
it  has complied with the reporting requirements of Rule 144, the Securities Act
and  the Exchange Act, (ii) a copy of the most recent annual or quarterly report
of the Company and such other reports and documents so filed by the Company, and
(iii)  such  other  information  as  may  be  reasonably requested to permit the
Investors  to  sell  such  securities pursuant to Rule 144 without registration.

     9.     ASSIGNMENT  OF  REGISTRATION  RIGHTS.

     The  rights  of  the  Investors  hereunder, including the right to have the
Company  register  Registrable  Securities  pursuant to this Agreement, shall be
assignable  by  each  Investor  to  any  transferee of all or any portion of the
Registrable  Securities  if:  (i)  the  Investor  agrees  in  writing  with  the
transferee  or  assignee  to assign such rights, and a copy of such agreement is
furnished  to  the  Company after such assignment, (ii) the Company is furnished
with  written  notice of (a) the name and address of such transferee or assignee
and  (b) the securities with respect to which such registration rights are being
transferred  or  assigned,  (iii)  following  such  transfer  or assignment, the
further  disposition  of  such  securities  by  the  transferee  or  assignee is
restricted  under  the Securities Act and applicable state securities laws, (iv)
the transferee or assignee agrees in writing with the Company to be bound by all
of  the  provisions contained herein, and (v) such transfer shall have been made
in  accordance  with  the  applicable  requirements  of  the Securities Purchase
Agreement.  In  addition, and notwithstanding anything to the contrary contained
in  this  Agreement,  the  Securities  Purchase  Agreement  or the Warrants, the
Securities (as defined in the Securities Purchase Agreement) may be pledged, and
all  rights  of  the  Investors  under  this Agreement or any other agreement or
document related to the transaction contemplated hereby may be assigned, without
further  consent  of  the  Company, to a bona fide pledgee in connection with an
Investor's  margin  or  brokerage  accounts.

     10.     AMENDMENT  OF  REGISTRATION  RIGHTS.

     Provisions  of this Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively
or  prospectively), and Investors (excluding Investors who are affiliates of the
Company)  who hold fifty percent (50%) in interest of the Registrable Securities
(excluding  Registrable Securities held by affiliates of the Company) or, in the
case  of  a  waiver,  with  the  written  consent  of the party charged with the
enforcement  of  any  such  provision.  Any  amendment  or  waiver  effected  in
accordance  with  this  Section  10  shall be binding upon each Investor and the
Company.

     11.     MISCELLANEOUS.

     a.     A  person  or  entity  is  deemed  to  be  a  holder  of Registrable
Securities  whenever  such  person  or  entity  owns  of record such Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two  or  more  persons  or  entities  with  respect to the same
Registrable  Securities,  the  Company shall act upon the basis of instructions,
notice  or  election  received  from  the  registered  owner of such Registrable
Securities.

     b.     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 (5) 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.  Kenneth  Schwanda

     With  a  copy  to:

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

If  to  an  Investor,  at  such  address as such Investor shall have provided in
writing  to  the  Company  or  such  other address as such Investor furnishes by
notice  given  in  accordance  with  this  Section  11(b),  with  a  copy  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

     Each  party  hereto  may  from time to time change its address or facsimile
number  for  notices  under this Section 11(b) by giving at least ten (10) days'
prior written notice of such changed address or facsimile number, in the case of
the  Investors  to  the  Company,  and  in the case of the Company to all of the
Investors.

     c.     Failure  of  any  party  to  exercise any right or remedy under this
Agreement  or otherwise, or delay by a party in exercising such right or remedy,
shall  not  operate  as  a  waiver  thereof.

     d.     This Agreement shall be governed by and construed in accordance
with  the laws of the State of New York. The Company further agrees that service
of  process upon the Company mailed by first class mail to the address set forth
in  Section  11(b) shall be deemed in every respect effective service of process
upon the Company in any such suit or proceeding.  Nothing herein shall affect an
Investor's  right  to  serve  process  in any other manner permitted by law. The
Company  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.

     e.     This  Agreement,  the Securities Purchase Agreement and the Warrants
(including  all  schedules and exhibits thereto) constitute the entire agreement
among  the parties hereto with respect to the subject matter hereof and thereof.
There  are  no  restrictions,  promises,  warranties or undertakings, other than
those  set  forth  or  referred  to  herein  and  therein.  This  Agreement, the
Securities  Purchase  Agreement  and the Warrants supersede all prior agreements
and  understandings  among  the  parties  hereto and thereto with respect to the
subject  matter  hereof  and  thereof.

     f.     Subject  to  the  requirements  of  Section 9 hereof, this Agreement
shall  inure to the benefit of and be binding upon the successors and assigns of
each  of  the  parties  hereto.

     g.     The headings in this Agreement are for convenience of reference only
and  shall  not  limit  or  otherwise  affect  the  meaning  hereof.

     h.     This  Agreement may be executed in two or more counterparts, each of
which  shall be deemed an original but all of which shall constitute one and the
same  agreement.  This  Agreement, once executed by a party, may be delivered to
the  other  party  hereto  by facsimile transmission of a copy of this Agreement
bearing  the  signature  of  the  party  so  delivering  this  Agreement.

     i.     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.

     j.     All  consents,  approvals and other determinations to be made by the
Investors pursuant to this Agreement shall be made by the Investors holding more
than  fifty  percent  (50%)  of the Registrable Securities (determined as if all
Warrants  then  outstanding had been exercised by the payment of cash) then held
by  all  Investors.

     k.     The  initial  number  of  Registrable  Securities  included  on  any
Registration Statement and each increase to the number of Registrable Securities
included  thereon  shall be registered on behalf of each Investor pro rata based
on  the  number  of  Registrable Securities held by each Investor at the time of
such  establishment  or  increase, as the case may be.  In the event an Investor
shall  sell  or  otherwise transfer any of such holder's Registrable Securities,
each  transferee  shall  be  deemed  to have registered on its behalf a pro rata
portion  of  the  number  of  Registrable  Securities included on a Registration
Statement  for  such  transferor.  Any  shares  of  Common  Stock  included on a
Registration Statement on behalf of any person or entity which does not hold any
Registrable  Securities  shall  be  deemed registered on behalf of the remaining
Investors, pro rata based on the number of shares of Registrable Securities then
held  by  such  Investors.  For  the  avoidance  of  doubt,  (A)  the  number of
Registrable  Securities  held  by  an  Investor  shall  be  determined as if all
Warrants  then outstanding and held by an Investor were exercised by the payment
of  cash  and  (B)  no  provision of this subsection shall operate to reduce the
number  of  Registrable Securities registered on behalf of any Investor pursuant
to  the  first  sentence  of  this  subsection.

     l.     For  purposes  of  this Agreement, the term "Business Day" means any
day  other  than  a Saturday or Sunday or a day on which banking institutions in
the  State  of  New  York  are  authorized  or  obligated  by law, regulation or
executive  order  to  close.



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<PAGE>


     IN  WITNESS  WHEREOF,  the  parties  have  caused this Agreement to be duly
executed  as  of  the  date  first  above  written.


GENUS,  INC.


By:_____________________________
Name:  _William  Elder______________
Its:_Chairman,  President  and  CEO____
INITIAL  INVESTORS:

[Name  of  Purchasers]
By:_____________________________
Name:  __________________________
Title:____________________________