EXHIBIT 10.22


                            Pacific Business Funding
                   A Member of the Greater Bay Bancorp Family
                              [GRAPHIC  OMITED]

20195 Stevens Creek Boulevard           Suite #220         Cupertino, California
95014   Tel.  (408)  255-9300           Fax  (408)  255-9313


                               FACTORING AGREEMENT

     This  Factoring Agreement (the "Agreement"), dated as of March 28, 2001, is
entered  into  by and between GENUS, INC. a  corporation,   partnership,    sole
proprietorship]  ("Seller")  having  its  principal  place of business and chief
executive  office at the address set forth below Seller's signature, and Pacific
Business  Funding, a division of Cupertino National Bank ("Purchaser") having an
office  at  the  address  identified  above.
Capitalized  terms  used  in  this Agreement shall have the meanings assigned to
them  in  Section  13,  Definitions.

1.   Purchase  of  Accounts

1.1  Schedule  of  Accounts.  Seller  may,  at  any time, request that Purchaser
     purchase  Accounts.  Any such request by Seller shall be made by delivering
     to  Purchaser  a  Schedule  of  Accounts (the "Schedule of Accounts") which
     describes  in  detail  the  Accounts  Seller  is  requesting  Purchaser  to
     purchase, including, (a) the name and address of the Account Debtor of each
     such  Account,  (b)  the  amount  owed  by  the Account Debtor of each such
     Account,  and  (c)  the date and number of the invoice evidencing each such
     Account. Each Schedule of Accounts shall have attached to it an invoice for
     each  Account described on the Schedule of Accounts, and shall be signed by
     an  authorized  representative  of  Seller.

1.2  Discretionary  Approval of Accounts. Purchaser may, in its sole discretion,
     purchase  any  Account  included in a Schedule of Accounts, but is under no
     obligation  to  purchase  any such Account. Purchaser may exercise its sole
     discretion  in approving each Account and the credit of each Account Debtor
     before  purchasing  any  Account.

1.3  Payment  of  Advances;  Creation  of  a  Book  Reserve.  Upon  approval, in
     Purchaser's sole discretion, of any of the Accounts described on a Schedule
     of  Accounts,  Purchaser  shall pay to Seller as the purchase price for any
     approved  Account  EIGHTY PERCENT (80%) of the face amount of such approved
     Account  (the  "Advance").  Purchaser may, time to time, in its discretion,
     upon  notice  to Seller, change the percentage of the Advance. Upon payment
     of  the  Advance  to  Seller,  Purchaser  shall  also  create  a reserve on
     Purchaser's  book  and records with respect to each Purchased Account in an
     amount  equal to the face amount of the Purchased Account minus the Advance
     for  such Purchased Account (the "Reserve"). Notwithstanding the foregoing,
     in  no  event  shall  the  Reserve  with  respect to all Purchased Accounts
     outstanding  at  any  time be less than TWENTY PERCENT (20%) of the Account
     Balance.  Purchaser, may in its discretion, upon notice to Seller, increase
     the  percentage  of  the  reserve  at  any  time.

1.4  Transfer  of  Accounts. At the time Purchaser pays the Advance with respect
     to  any  Account  such  Account  shall  constitute a Purchased Account, and
     Seller  hereby absolutely sells, transfers and assigns to Purchaser, all of
     Seller's right, title and interest in and to each Purchased Account. Seller
     also  hereby  sells,  transfers  and  assigns to Purchaser all of the goods
     represented  by each Purchased Account, all of Seller's rights and remedies
     as  an  unpaid  seller  under  the  California  Commercial  Code  and other
     applicable  law,  including  the  rights  of stoppage in transit, replevin,
     reclamation,  and claim and delivery, and all Seller's rights in and to all
     security  for  each  such Purchased Account and guaranties thereof, and all
     rights  against  third parties with respect thereto. Any goods recovered or
     received  by  Seller  shall  be set aside marked with Purchaser's name, and
     held  for  Purchaser's  account  as  owner.

1.5  Collection  of Accounts. Each Purchased Account shall be collected directly
     by  the  Purchaser. At the request of Purchaser, Seller and Purchaser shall
     jointly  notify  each Account Debtor by letter that Purchased Accounts owed
     by  such  Account  Debtor  have been assigned and are payable to Purchaser.
     Such notification shall be in form and substance satisfactory to Purchaser.
     Seller  shall  not  take  or  permit  any  action  to  change or revoke any
     notification  without  Purchaser's  prior  written  consent  and  shall not
     request  any  Account  Debtor  to  pay  any  Purchased  Account  to Seller.
     Notwithstanding the foregoing, in the event Seller received any payments of
     any  Purchased  Accounts,  Seller shall (A) immediately notify Purchaser of
     such payment, (B) hold such payment in trust and safekeeping for Purchaser,
     and  (C) immediately turn over to Purchaser the identical checks, monies or
     any  other  forms  of  payment  received, with any necessary endorsement or
     assignment.  Purchaser shall have the right to endorse Seller's name on all
     payments  received  in  connection  with  each Purchased Account and on any
     other  proceeds  of Collateral. If Purchaser receives a check or item which
     is  payment  for  both a Purchased Account and a non-Purchased Account, the
     funds  shall  first be applied to the Purchased Account and, and so long as
     there  does not then exist an Event of Default or an event that with notice
     or  lapse of time would constitute an Event of Default, the excess shall be
     remitted  to  Seller. In the event Purchaser receives any other payments of
     non-Purchased  Accounts, Purchaser shall remit to Seller the collections of
     such  non-Purchased  Accounts;  provided,  that  if any Event of Default or
     event  that  with  notice or lapse of time or otherwise would constitute an
     Event  of  Default  then  exists, Purchaser shall have no duty to remit any
     such  collections,  which  collections constitute Collateral, and may apply
     such  collections  to  reduce  Obligations.

1.6  Full  Recourse. The purchase by Purchaser of Purchased Accounts from Seller
     shall  be with full recourse against Seller. Seller shall be liable for any
     deficiency  in  the  event  the  Obligations exceed the amount of Purchased
     Accounts  and  the  other  Collateral.

2.     Fees  and  Customer  Payments.

2.1  Finance  Fees.  Seller  shall  pay  to Purchaser on each Settlement Date, a
     finance  fee  in  an amount equal to EIGHT TENTHS OF ONE PERCENT (0.8%) per
     month  of  the  average  daily  Account  Balance  outstanding  during  the
     Settlement Period ending on such Settlement Date (the "Finance Fees"). Such
     accrued  Finance  Fees  shall be netted against the Reserve as described in
     Section  3.3,

2.2  Administrative Fees. Seller shall pay to Purchaser on each Settlement Date,
     an  Administrative  Fee  equal  to ONE FOURTH OF ONE PERCENT (0.25%) of the
     face  amount  of  each Account purchased by Purchaser during the Settlement
     Period  ending  on  such  Settlement  Date  (the "Administrative Fee"). All
     Administrative  Fees  shall  be  netted against the Reserve as described in
     Section  3.3.

2.3  Maximum  Lawful  Rate.  In  no  event shall any charges that may constitute
     interest  hereunder exceed the highest rate permitted under applicable law.
     In  the  event  that  a  court  of  competent  jurisdiction  makes  a final
     determination  that  Purchaser has received interest hereunder in excess of
     the  maximum  lawful  rate,  then  such excess shall be deemed a payment of
     principal  and  the interest payable hereunder deemed amended to the amount
     payable  under  the  maximum  lawful  rate.

2.4  Crediting  Customer  Payments.  Upon  Purchaser's  receipt  of payment of a
     Purchase  Account,  Purchaser  shall  promptly credit such customer payment
     (the  Customer  Payments")  to  the amount outstanding with respect to such
     Purchased  Account.  Notwithstanding the foregoing, if any Customer Payment
     is subsequently dishonored or Purchaser does not receive good funds for any
     reason,  the  amount of such uncollected Customer Payment shall be included
     in  the  Account Balance as if such Customer Payment had not been received,
     and  Finance  Fees  shall  accrue  thereon,  and the credit to the specific
     Purchased  Account  shall  be reversed. Notwithstanding the foregoing, upon
     the  occurrence  of an Event of Default, Purchaser shall apply all Customer
     Payments  to  Seller's  Obligations  under this Agreement in such order and
     manner  as  Purchaser  shall,  in  its  sole  discretion,  determine.

2.5  Accounting. Purchaser shall deliver to Seller after each Settlement Date, a
     statement  of  Seller's  account  which shall include and accounting of the
     transactions  of the Settlement Period, including the amount of all Finance
     Fees,  Administrative  Fees,  Adjustments,  Chargeback  Amounts,  Customer
     Payments and Purchased Accounts. The accounting shall constitute an account
     stated  and  shall  be  binding  on Seller and deemed correct unless Seller
     delivers  to  Purchaser  a  written objection within thirty (30) days after
     such  accounting  is  mailed  to  Seller.

3.   Adjustments,  Chargebacks  and  Remittances.

3.1  Adjustments.  In the event any Account Debtor asserts any offsets, defense,
     counterclaim,  dispute,  discount,  allowance,  right  of  return, right of
     recoupment, or warranty claim with respect to a Purchased Accounts, or pays
     less  than  the  face  amount  of  such  Purchased  Accounts  (each,  an
     "Adjustment"), Purchaser may, in its sole discretion, either (A) deduct the
     amount  of  the Adjustment in calculating the Remittance, or (B) chargeback
     to  Seller  the  Purchased  Account with respect to which the Adjustment is
     asserted.  Seller  shall  advise Purchaser immediately upon learning of any
     Adjustment  asserted  by  any  Account  Debtor.

3.2  Chargebacks.  Purchaser  shall  have  the right to chargeback to Seller any
     Purchased  Account:

(A)   which  remains  unpaid  ninety  (90)  calendar  days after the invoice
          dated;

     (B)  with  respect  to  which  there  has  been  a  breach of any warranty,
          representation,  covenant  or  agreement  set forth in this Agreement;

     (C)  with  respect  to  which the Account Debtor asserts any Adjustment; or

     (D)  which  is  owned  by an Account Debtor who has filed, or has had filed
          against  it, any bankruptcy case, insolvency proceeding, assignment of
          the  benefit  of  creditors, receivership or insolvency proceeding, or
          who  has  become  insolvent  (as  defined  in  the  United  States  of
          Bankruptcy  Code) or who is generally not paying its debts become due.

Upon  demand by Purchaser, Seller shall pay to Purchaser the full face amount of
any  Purchased  Account  which  has been charged back to Seller pursuant to this
Section  3.2,  or  the extent partial payment has been made, the amount by which
the face amount of such Purchased Account exceeds such partial payment, together
with  any  attorneys'  fees  and  cost  incurred by Purchaser in connection with
collecting  such  Purchased  Account  (collectively,  the  "Chargeback Amount").
Purchaser  shall advise Seller regarding how to Chargeback Amount shall be paid,
which  may  be by any one or a combination of the following, in Purchaser's sole
discretion:  (1)  payment in cash immediately upon demand; (2) deduction from or
offset  against  any  Remittance  that would otherwise be payable to Seller; (3)
payment  from  any Advances that may otherwise be made to Seller; (4) adjustment
to  the  Reserve  pursuant  to Section 1.3 hereof; or (5) delivery or substitute
Accounts  and Schedule of Accounts acceptable to Purchaser, which Accounts shall
constitute  Purchased  Accounts.

3.3  Remittance.  Purchaser shall remit to Seller after the Settlement Date, the
     amount, if any, which Purchaser owes to Seller at the end of the Settlement
     Period  based  on  the  following  calculations  set  forth  below  (the
     "Remittance");  provided, that if there then exists any Event of Default or
     any  event  or condition that with notice or lapse of time would constitute
     an  Event of Default, Purchaser shall not be obligated to remit any payment
     to  Seller.  If  the  amount  resulting from the following calculation is a
     positive  number,  such  amount  is  the  amount of the Remittance for such
     Settlement  Period.  If  the  resulting  amount  is a negative number, such
     amount  is  the  amount  owed  by  Seller  to  Purchaser.

     The  calculations  to  be  used  are  as  follows:

     (A)  The  sum  of  the  following:

          (1)  The Reserve as of the beginning of the subject Settlement Period,
               plus
          (2)  The Reserve created for each Account purchased during the subject
               Settlement  Period;

MINUS

     (B)  The  sum  of  the  following:

               (1)  Finance  Fees  accrued during the subject Settlement Period;
                    plus
               (2)  Administrative  Fees  accrued  during the subject Settlement
                    Period;  plus
               (3)  Adjustments  during  the  subject  Settlement  Period;  plus
               (4)  Chargeback  Amounts,  to  the extent Purchaser has agreed to
                    accept  payment  of  any such Chargeback Amount by deduction
                    from  the  Remittances;  plus
               (5)  All  professional  fees  and  expenses  as  set forth in the
                    Section 10 for which oral or written demand has been made by
                    Purchaser  during  the  subject  Settlement  Period;  plus
               (6)  The  Reserve  for the Account Balance as of the first day of
                    the  following  Settlement  Period in the minimum percentage
                    set  forth  in  Section  1.3  hereof.  In  the  foregoing
                    calculations  result  in  a  Remittance  payable  to Seller,
                    Purchaser  shall  make  such  payment  by  check, subject to
                    Purchaser's  rights  of offset and recoupment, and its right
                    to deduct any Chargeback Amount as set forth in Section 3.2.
If  the foregoing calculations result in an amount due to Purchaser from Seller,
Seller  shall  make  such payment by any one or a combination of the methods set
forth  in  Section 3.2 hereof for chargebacks, as determined by Purchaser in its
discretion.

4.   Power  of  Attorney.  Seller hereby appoints Purchaser and its designees as
     Seller's  true  and  lawful  attorney  in  fact, to exercise in Purchaser's
     discretion, and regardless of whether an Event of Default is then existing,
     all  of  the  following powers, such powers being coupled with an interest:
     (A) to notify all Account Debtors with respect to the Purchased Accounts to
     make  payment  directly  to Purchaser; (B) to receive, deposit, and endorse
     Seller's  name  on  all  checks,  drafts,  money  orders and other forms of
     payment  relating  to  the  Purchased  Accounts;  (C)  to  demand, collect,
     receive,  sue and give releases to any Account Debtor for the monies due or
     which  may  become due on or in connection with the Purchased Accounts; (D)
     to  compromise, prosecute, or defend any action, claim, case, or proceeding
     relating  to the Purchased Accounts, including the filing of a claim or the
     voting  of  such  claims in any bankruptcy case, all in Purchaser's name or
     Seller's  name,  as  Purchaser  may  elect;  (E) to sell, assign, transfer,
     pledge,  compromise,  or  discharge  any Purchased Accounts;(F) to receive,
     open,  redirect and dispose of all mail addressed to Seller for the purpose
     of  collecting the Purchased Accounts and to take all the actions permitted
     in  subsection  (B) above with respect to any payment in any such mail; (G)
     to  execute  in  the  name  of  Seller and files against Seller in favor of
     Purchaser such financing statements and other agreements as Purchaser deems
     necessary  to  evidence  or  perfect  is security interest in the Purchased
     Accounts  and  the  other  Collateral;  and  (H)  to do all acts and things
     necessary  or  expedient,  in  furtherance  of  any such purposes. Upon the
     occurrence  of  an  Event  of  Default, all of the power of attorney rights
     granted  by  Seller to Purchaser hereunder shall be applicable with respect
     to  all  Collateral.

5.   Continuing Representation, Warranties and Covenants. To induce Purchaser to
     enter  into  this  Agreement and purchase Accounts, and with full knowledge
     that  Purchaser  is  relying  on  the  truth  accuracy  of the following in
     determining  whether  to purchase any Account, Seller represents, warrants,
     covenants  and  agrees  as  follows,  which  representations,  warranties,
     covenants and agreements shall be deemed made each time Purchaser purchases
     Accounts  hereunder  and  shall  survive the execution and delivery of this
     Agreement:

     (A)  The  information  contained  in  each Schedule of Accounts is true and
          correct;

     (B)  Each Schedule of Accounts is signed by an authorized representative of
          Seller,  and  Purchaser shall have the right to rely on such signature
          as  an  authorized  signature  of  Seller;

     (C)  Seller  is  the  sole  and absolute owner of each Account described in
          each  Schedule of Accounts and has the legal rights to sell, transfer,
          and  assign  such  Account  to  Purchaser;

     (D)  Seller has performed all obligations required by the Account Debtor in
          connection  with  each  Account described in each Schedule of Accounts
          and  payment  of  each  such  Account  is  not  contingent  upon  the
          fulfillment  of  any  obligation  or  contract,  past  or  future;

     (E)  Each  Account  described  on  each  Schedule  of Accounts is correctly
          stated  therein,  is  not in dispute, is presently and unconditionally
          owing  at  the  time  stated in the invoice evidencing such Account as
          attached  to  the Schedule of Accounts, is not past due or in default,
          represent  a  bona  fide  indebtedness arising from the actual sale of
          goods  or  performance of service to an Account Debtor in the ordinary
          course  of  Seller's  business  which  has  been  received and finally
          accepted  by  the  Account  Debtor;

     (F)  Each  Account set forth on each Schedule of Accounts is not subject to
          any  offset, defense or counterclaim of any kind, whether bona fide or
          otherwise,  and  no  agreement  has  been made under which the Account
          Debtor  may claim any deduction or discount except as otherwise stated
          in  the  Schedule  of  Accounts;

     (G)  Each  Account Debtor identified on each Schedule of Accounts is liable
          for  the amount set forth on such Schedule of Accounts and will not be
          object  to payment for, or the quality or the quantity of the goods or
          services  to  which any Account described on such Schedule of Accounts
          relates;

     (H)  Seller, and the Seller's best knowledge, each Account Debtor set forth
          in  each Schedule of Accounts, is and shall remain in that the present
          saleable  value  of  such  entity's  assets  exceeds the total of such
          entity's  liabilities;

     (I)  Seller  has  not,  as  of  the  time  Seller  accepts  an Advance from
          Purchaser,  filed  or had filed against it a petition for relief under
          the  United  States  Bankruptcy  Code;

     (J)  Except  for Permitted Liens, each Account and all other Collateral are
          free  and  clear  of  any  and  all  liens,  security  interest  and
          encumbrances  of  any kind, other than those in favor of Purchaser and
          Seller  will  not  assign,  transfer,  or  grant  any lien or security
          interest  in  any  Accounts  or  other  Collateral to any other party,
          without  Purchaser's  prior  written  consent;

     (K)  Seller  has  not  sold,  assigned,  transferred,  pledged or otherwise
          conveyed any Purchased Accounts to any party other than Purchaser, and
          Seller  shall  not  sell, assign, transfer, pledge or otherwise convey
          any  Collateral  without  Purchaser's prior consent, except for the of
          Accounts  to  Purchaser and the sale of finished inventory in Seller's
          normal  course  of  business;

     (L)  Seller's  name  and  form  of  organization  are  as  set forth at the
          beginning  of  this  Agreement,  and  Seller's chief executive office,
          place  of  business  and place where Collateral and records concerning
          Accounts and other Collateral are kept are as set forth below Seller's
          signature,  and  Seller  will give Purchaser at least thirty (30) days
          prior  written  notice  if such name, organization, place of business,
          location  of  Collateral  or  records  concerning  Collateral is to be
          changed  or added and shall execute any documents necessary to perfect
          Purchaser's  interest  in  the  Purchased  Accounts  and  the  other
          Collateral;  and

     (M)  Seller  shall  pay  all of its normal gross payroll for employees, and
          all  federal  and  state taxes, as and when due, including all payroll
          and  withholding  taxes  and  state  sales  taxes.

6.   Grant of Security Interest. To secure the prompt payment and performance of
     all of Seller's Obligations to Purchaser, Seller hereby grants to Purchaser
     a  continuing lien upon and security interest in, and right of set off with
     respect  to, all of Seller's right, title and interest in, to and under the
     following,  whether  now  owned by or owing to, or hereafter acquired by or
     arising  in favor of, Seller, and regardless of where located (collectively
     the  "Collateral"):

     (A)  All  accounts,  accounts  receivable,  chattel paper, contract rights,
          documents,  instruments,  letter  of  credit,  banker's  acceptances,
          drafts,  securities  and  general  intangibles,  including all claims,
          causes  of  action,  deposit  accounts, rights to receive tax refunds,
          rights  in  and  claims  under insurance policies (including rights to
          unearned  premiums),  customer lists, copyrights, patents, trademarks,
          license  agreements, goodwill associated with trademarks and trademark
          licenses,  and  other  intellectual  property  of every kind and other
          rights  to  payment;

     (B)  All  inventory;

     (C)  All  monies,  remittances,  and other amounts due under this Agreement
          and  any  other  agreement  between  Purchaser  and  Seller;

     (D)  All  equipment,  machinery, motor vehicles, furniture, fixtures, tools
          and  supplies;

     (E)  All  investment  securities;

     (F)  All farm products, crops, timber, minerals and like (including oil and
          gas);

     (G)  All  books  and  records  relating  to  the  foregoing,  including all
          computer  programs,  printed  output  and  computer  readable  data;

     (H)  All  accessions to, and substitutions and replacements for, all of the
          foregoing;  and

     (I)  All  proceeds  and products of the foregoing, whether due to voluntary
          or involuntary disposition, including insurance proceeds. Seller shall
          sign  and  deliver  to  Purchaser  UCC  financing  statements, in form
          acceptable  to  Purchaser.  Seller  agrees to deliver to Purchaser the
          originals  of  all instruments. chattel paper and documents evidencing
          or  related  to  Purchased  Accounts  and  other  Collateral.


          Notwithstanding  the  foregoing,  the security interest granted herein
          shall  not  extend  to and the term "Collateral" shall not include any
          property,  rights or licenses to the extent the granting of a security
          interest  therein would be contrary to applicable law or is prohibited
          by  or  would  constitute  a  default  under any agreement or document
          governing  such  property,  rights or licenses (but only to the extent
          such  prohibition  is enforceable under applicable law); provided that
          the preceding sentence shall in no case exclude from the definition of
          "Collateral"  any  Accounts,  proceeds  of  the  disposition  of  any
          property,  or  any general intangible consisting of rights to payment,
          all  of which shall at all times constitute "Collateral"; and provided
          further  that  upon the termination or lapsing of any such prohibition
          or  restriction,  such otherwise excluded property shall automatically
          be  part  of  the  Collateral.

7.   Default.  The  occurrence  of  any  one  or  more  of  the  following shall
     constitute  an  event  of  default under this Agreement (each, an "Event of
     Default"):


     (A)  Seller fails to pay any amount owed to Purchaser an and when due under
          this  Agreement or fails to pay any other Obligations as and when due;

     (B)  Any  warranty  or  representation  by  Seller  to Purchaser under this
          Agreement  is  incorrect  or  untrue  when  made;

     (C)  Seller  fails  to  perform  or  breaches any covenant or agreement set
          forth  in  this Agreement or any other agreement between Purchaser and
          Seller  and such failure shall continue uncured for five business days
          after  written  notice  thereof  to  Seller  by  Purchaser;

     (D)  There  shall  be  commenced  by  or  against  Seller  any voluntary or
          involuntary  case  under  the  United  States  Bankruptcy Code, or any
          assignment  for the benefit of creditors, or appointment of a receiver
          or  custodian  for  any  of  Seller's  assets;

     (E)  Seller  shall  become insolvent in that its debts are greater than the
          fair  value of its assets, or Seller is generally not paying its debts
          as  they  become  due;

     (F)  Except  for  Permitted  Liens,  any  involuntary  lien,  garnishment,
          attachment  or the like is issued against or attaches to the Purchased
          Accounts  or  the  other  Collateral;

     (G)  [Reserved];  or

     (H)  A  default or event of default shall occur under any agreement between
          Seller and any creditor or Seller who has entered into a subordination
          agreement  with  Purchaser  and such default or event of default shall
          continue  uncured  for  the  cure period, if any, permitted under such
          agreement  after  written  notice  thereof  to  Seller.

8.   Remedies  Upon  Default.  Upon  the  Occurrence  of  an  Event  of Default,
     Purchaser  may,  without  notice, (A) without implying any obligation to by
     Accounts,  cease  buying  Accounts;  (B)  accelerate  the  payment  of  all
     Obligations  by  requiring  Seller  to  purchase  all or any portion of the
     Purchased  Accounts  then  outstanding  for  cash in an amount equal to the
     Advance  made  for  each  Purchased  Account  and all accrued Finance Fees,
     Administrative  Fees,  attorneys'  fees  and  other  Obligations  then
     outstanding,  which  Obligations  shall  be due and payable in full without
     demand;  (C)  exercise all the rights and remedies under this Agreement and
     under  applicable law, including the rights and remedies of a secured party
     under  the  California  Commercial Code. Without limiting the generality of
     the  foregoing,  Purchaser  may  (1)  exercise all of the power of attorney
     rights  described  in  Section  4  with  respect to all Collateral, and (2)
     collect,  dispose  of,  sell,  lease,  use,  and realize upon all Purchased
     Accounts and other Collateral in any commercially reasonable manner. Seller
     and  Purchaser agree that any notice of sale required to be given to Seller
     shall  be  deemed to be reasonable if given five (5) days prior to the date
     on or after which any sale may be held. All remedies set forth herein shall
     be  cumulative  and  none  exclusive.

9.   Accrual  of  Interest.  If  any amount owed by Seller hereunder is not paid
     when  is  due,  including  any  amounts  due  under Section 3.3, Chargeback
     Amounts,  professional  fees  and  expenses  under Section 10 and any other
     Obligations,  such amounts shall bear interest at a per annum rate equal to
     the  rate  used to calculate the Finance Fees, annualized, until Payment in
     good  funds  in  the  full  of  all  such  obligations.


10.  Attorneys' Fees. Seller shall pay to Purchaser immediately upon demand, all
     costs and expenses, including reasonable fees and expenses of attorneys and
     other  professionals,  that Purchaser incurs in connection with any and all
     of  the  following: (A) preparing, amending, supplementing, negotiating and
     enforcing  this  Agreement,  or  any other agreement executed in connection
     herewith;  (B)  perfecting, protecting or enforcing Purchaser's interest in
     the  Purchased  Accounts  and  the  other  Collateral;  (C)  Collecting the
     Purchased  Accounts  and  the  Obligations;  (D)  defending  or  in any way
     addressing claims made or litigation initiated by or against Purchaser as a
     result  of  Purchaser's  relationship with Seller or any guarantor; and (E)
     representing Purchaser in connection with any bankruptcy case or insolvency
     proceeding involving Seller, any Purchased Account, any other Collateral or
     Account Debtor. Any Attorneys' fees and expense may, at Purchaser's option.
     be  netted  against  the  reserve  as  set  forth  in  Section  3.3.

11.  Term  and Termination. The term of this Agreement shall be for one (1) year
     from  the  dated hereof, and from year to year thereafter unless terminated
     in writing by Purchaser or Seller. Seller and Purchaser shall each have the
     right  to  terminated  this  Agreement  at  any  time.  Notwithstanding the
     foregoing,  any  termination of this Agreement shall not affect Purchaser's
     security  interest  in  the  Collateral  and  Purchaser's  ownership of the
     Purchased  Accounts, and this Agreement shall continue to be effective, and
     Purchaser's  rights  and remedies hereunder shall survive such termination,
     until  all  transactions entered into and Obligations incurred hereunder or
     in  connection  herewith  have  been  completed  and  satisfied  in  full.

12.     Miscellaneous.

12.1 Severability.  In the event that any provision of this Agreement is held to
     be  invalid  or  unenforceable,  this  Agreement  will  be  construed as no
     containing  such  provision and the remainder of the Agreement shall remain
     in  force  and  effect.


12.2 Choice  of  Law.  This  Agreement  shall  be governed by and interpreted in
     accordance  with the laws of the State of California, without giving effect
     to  principles  of  conflicts  of  law.

12.3 Notices.  All  notices  shall  be  given  to  Purchaser  and  Seller at the
     addresses  set  forth  in  this  Agreement and shall be deemed to have been
     delivered  and  received:  (A)  if  mailed,  three  (3) calendar days after
     deposited  in the United States mail, first class, postage prepaid; (B) one
     (1) calendar day after deposit with an overnight mail or messenger service;
     or  (C)  on  the  same  date of transmission if sent by delivery, telecopy,
     telefax,  or  telex.

12.4 Titles  and  Section  Headings. The titles and section headings used herein
     are  for  convenience  only  and  shall  not  be  used in interpreting this
     Agreement.


13.  Definitions.  All  terms  used  herein  which are defined in the California
     Uniform  Commercial  Code  shall  have  the  meaning  given  therein unless
     otherwise  defined  in this Agreement. The term "including" is not limiting
     or  exclusive.  When  used  herein,  the  following  terms  shall  have the
     following  meanings.

13.1 "Account"  shall  mean  all  accounts,  accounts receivable, chattel paper,
     contract  rights,  documents,  general intangibles, instruments, letters of
     credit,  banker's  acceptances,  and  other rights to payment, and proceeds
     thereof.

13.2 "Account  Balance"  shall  mean, on any given day, the gross face amount of
     all  Purchased  Accounts  unpaid  on  that  day.

13.3 "Account  Debtor"  shall  have  the  meaning  set  forth  in the California
     Commercial  Code  and  shall  include  any  person  liable on any Purchased
     Account, including any guarantor of the Purchased Account and any issuer of
     a  letter  of  credit  or  banker's  acceptance.

13.4 "Adjustment(s)"  shall  have  the  meaning  set  in  Section  3.1.

13.5 "Administrative  Fee"  shall  have the meaning as set forth in Section 2.2.

13.6 "Advance"  shall  have  the  meaning  set  forth  in  Section  1.3.

13.7 "Chargeback  Amount"  shall  have  the  meaning  set  forth in Section 3.2.

13.8 "Collateral"  shall  have  the  meaning  set  forth  in  Section  6.

13.9 "Customer  Payments"  shall  have  the  meaning  set  forth in Section 2.4.

13.10  "Event  of  Default"  shall  have  the  meaning  set  forth in Section 7.

13.11  "Finance  Fees"  shall  have  the  meaning  set  forth  in  Section  2.1.

13.12  "Schedule  of  Accounts" shall have the meaning set forth in Section 1.1.

13.13  "Obligations"  shall  mean  all  advances,  obligations, indebtedness and
     duties  owing  by  Seller  to  Purchaser  of any kind or nature, present or
     future  arising  under  or  in  connection with this Agreement entered into
     between  Purchaser  and  Seller,  weather direct or indirect, including all
     Advances, Finance Fees, Administrative Fees, Chargeback Amounts, attorneys'
     fees  and  expenses.

13.14  "Permitted  Liens"  shall mean: (1) liens for taxes, fees, assessments or
     other  government  charges  or  levies,  either  not  delinquent  or  being
     contested in good faith and for which Seller maintains adequate reserves on
     its  books,  if  they  have  no  priority  over any of Purchaser's security
     interests;  (2)  materialmen's,  mechanics',  artisan's,  workmen's,
     repairmen's, employees', or other like liens arising in the ordinary course
     of business, which either are not delinquent or are being contested in good
     faith by Seller; (3) liens that are not prior to the Purchaser's lien which
     constitute  rights  of set-off of a customary nature or banker's liens with
     respect  to  amount  on  deposit, whether arising by operation of law or by
     contract,  in  connection with arrangements entered in to with banks in the
     ordinary  course  of  business;  (4)  deposits under worker's compensation,
     unemployment  insurance,  social  security  and  other  similar laws, or to
     secure  the  performance  of bids, tenders or contracts (other than for the
     repayment  of  borrowed money) or to secure indemnity, performance or other
     similar bonds for the performance of bids, tenders or contracts (other than
     for  the  repayment  of  borrowed money) or to secure statutory obligations
     (other  than liens arising under ERISA or environmental liens) or surety or
     appeal bonds, or to secure indemnity, performance or other similar bonds in
     the ordinary course of business; (5) purchase money liens (a) on Collateral
     acquired  or  held  by Seller incurred for financing the acquisition of the
     Collateral  or  (b)  existing  on  Collateral  when  acquired; (6) liens on
     insurance  proceeds  in  favor  of  insurance  companies  granted solely as
     security  for  refinanced  premiums;  (7)  liens in favor of Purchaser; (8)
     liens  arising from judgments or attachments that are not prior to the lien
     of  Purchaser  and  that  are  removed  within  thirty (30) days after such
     judgment  or  attachment  and  (9)  liens  incurred  in connection with the
     extension,  renewal  or refinancing of the indebtedness secured by liens of
     the  type  described  in  clauses  1  through  8  above,  provided that any
     extension,  renewal  or  replacement  lien shall be limited to the property
     encumbered  by  the  existing  lien  and  the  principal  amount  of  the
     indebtedness  being  extended,  renewed  or  refinanced  (as  may have been
     reduced  by  any  payment  thereon)  does  not  increase.

13.15 "Purchased Accounts" shall mean all Accounts identified on any Schedule of
     Accounts delivered by Seller to Purchaser with Purchaser elects to purchase
     and  for  which Purchaser makes an Advance, and all monies due or to become
     due  thereunder.

13.16     "Remittance"  shall  have  the  meaning  set  forth  in  Section  3.3.

13.17     "Reserve"  shall  have  the  meaning  set  forth  in  Section  1.3.

13.18  "Settlement  Date"  shall  mean  the last calendar day of each Settlement
     Period.

13.19  "Settlement  Period"  shall  mean  each  calendar  month of each year.

IN WITNESS WHEREOF, Seller and Purchaser have executed this Agreement on the day
and  year  written  above.

"PURCHASER"                              "SELLER"

                                          GENUS,  INC.
PACIFIC  BUSINESS  FUNDING,               By /s/ William W. R. Elder
a  division  of  Cupertino  National         ------------------------
Bank
By: /s/ William Chronert                  Title  Chief Executive Officer
    --------------------                          -----------------------
Title: President                          Address  of  Seller,  Chief  Executive
       ---------                          Office  and  Location of Collateral
                                          Street:  1139 Karlstad Drive
                                                   -------------------
Other  Locations  of  Collateral,         City:  Sunnyvale
if  any,  in  Addition  to  Above:        State: California
__________________________________        Zip  Code:  94089
__________________________________        Telephone  No.:  (408)747-7140
__________________________________        Facsimile  No.:  (408)747-7198