EXHIBIT 4.2

                                                                       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.