EXHIBIT 4.3


                                                                       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.



     [Remainder  of  Page  Intentionally  Left  Blank]


<PAGE>


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


GENUS,  INC.


By:     /s/  William  W.  R.  Elder
Name:     William  W.  R.  Elder
Its:  Chairman,  President  and  CEO

INITIAL  INVESTORS:

[Name  of  Purchasers]

By:
Name:
Title:

<PAGE>

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


GENUS,  INC.

By:     /s/  William  W.  R.  Elder
Name:     William  W.  R.  Elder
Its:  Chairman,  President  and  CEO


INITIAL  INVESTORS:

[Name  of  Purchaser]

Special  Situations  Private  Equity  Fund,  L.P

By:     /s/  Austin  Marke
Name:      Austin  Marke
Title:     MD

<PAGE>

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


GENUS,  INC.

By:     /s/  William  W.  R.  Elder
Name:     William  W.  R.  Elder
Its:  Chairman,  President  and  CEO


INITIAL  INVESTORS:

[Name  of  Purchaser]

Special  Situations  Technology  Fund,  L.P

By:          /s/Austin  Marke
Name:          Austin  Marke
Title:          MD

<PAGE>

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


GENUS,  INC.


By:     /s/  William  W.  R.  Elder
Name:     William  W.  R.  Elder
Its:  Chairman,  President  and  CEO

INITIAL  INVESTORS:
[Name  of  Purchasers]


By:
Name:
Title:


<PAGE>

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


GENUS,  INC.


By:     /s/  William  W.  R.  Elder
Name:     William  W.  R.  Elder
Its:  Chairman,  President  and  CEO

INITIAL  INVESTORS:
[Name  of  Purchasers]

Special  Situations  Fund,  III  L.  P.

By:          /s/  Austin  Marke
Name:          Austin  Marke
Title:          MD

<PAGE>

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


GENUS,  INC.


By:     /s/  William  W.  R.  Elder
Name:     William  W.  R.  Elder
Its:  Chairman,  President  and  CEO

INITIAL  INVESTORS:
[Name  of  Purchasers]

Special  Situation  Cayman  Fund,  L.P.

By:          /s/  Austin  Marke
Name:          Austin  Marke
Title:          MD

<PAGE>

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


GENUS,  INC.

By:     /s/  William  W.  R.  Elder
Name:     William  W.  R.  Elder
Its:  Chairman,  President  and  CEO


INITIAL  INVESTORS:
[Name  of  Purchasers]

James  Gerson

By:          /s/  James  Gerson
Name:          James  Gerson
Title:

<PAGE>

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


GENUS,  INC.

By:     /s/  William  W.  R.  Elder
Name:     William  W.  R.  Elder
Its:  Chairman,  President  and  CEO

INITIAL  INVESTORS:
[Name  of  Purchasers]

Mangin  Family  LP

By:          /s/  Joseph  Mangin
Name:          Joseph  Mangin
Title:          General  Partner

<PAGE>

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


GENUS,  INC.

By:     /s/  William  W.  R.  Elder
Name:     William  W.  R.  Elder
Its:  Chairman,  President  and  CEO

INITIAL  INVESTORS:
[Name  of  Purchasers]

John  P.  Rosenthal

By:          /s/  John  P.  Rosenthal
Name:          John  P.  Rosenthal
Title:          Investor

<PAGE>

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


GENUS,  INC.

By:     /s/  William  W.  R.  Elder
Name:     William  W.  R.  Elder
Its:  Chairman,  President  and  CEO

INITIAL  INVESTORS:
[Name  of  Purchasers]

HAFF  Partners  LP

By:     /s/  Drew  Gelfenbein
Name:     Drew  Gelfenbein
Title:     President-  Gledroy  Mgmt.  Corp  (General  Partner)

<PAGE>

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


GENUS,  INC.

By:     /s/  William  W.  R.  Elder
Name:     William  W.  R.  Elder
Its:  Chairman,  President  and  CEO


INITIAL  INVESTORS:
[Name  of  Purchasers]

Gelfenbein  Family  LP

By:     /s/  Drew  Gelfenbein
Name:     Drew  Gelfenbein
Title:     President-  Geldroy  Mgmt.  Corp  (General  Partner)

<PAGE>

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


GENUS,  INC.

By:     /s/  William  W.  R.  Elder
Name:     William  W.  R.  Elder
Its:  Chairman,  President  and  CEO

INITIAL  INVESTORS:
[Name  of  Purchasers]

Roy  R.  Neuberger

By:          /s/  Roy  R.  Neuberger
Name:          Roy  R.  Neuberger
Title:


<PAGE>

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


GENUS,  INC.

By:     /s/  William  W.  R.  Elder
Name:     William  W.  R.  Elder
Its:  Chairman,  President  and  CEO

INITIAL  INVESTORS:
[Name  of  Purchasers]

Melanie  Capital

By:          /s/  Melvin  Morse
Name:          Melvin  Morse
Title:


<PAGE>

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


GENUS,  INC.


By:     /s/  William  W.  R.  Elder
Name:     William  W.  R.  Elder
Its:  Chairman,  President  and  CEO


INITIAL  INVESTORS:
[Name  of  Purchasers]

Forus  Investments,  Inc.

By:          /s/  Louis  Spear
Name:          Louis  Spear
Title:          President



<PAGE>

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


GENUS,  INC.

By:     /s/  William  W.  R.  Elder
Name:     William  W.  R.  Elder
Its:  Chairman,  President  and  CEO


INITIAL  INVESTORS:
[Name  of  Purchasers]

Richard  Lewisohn  III

By:     /s/  Richard  Lewisohn,  III
Name:     Richard  Lewisohn,  III
Title:


<PAGE>

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


GENUS,  INC.

By:     /s/  William  W.  R.  Elder
Name:     William  W.  R.  Elder
Its:  Chairman,  President  and  CEO


INITIAL  INVESTORS:
[Name  of  Purchasers]

Jerome  A.  Yavitz

By:          /s/  Jerome  A.  Yavitz
Name:          Jerome  A.  Yavitz
Title:


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


GENUS,  INC.


By:     /s/  William  W.  R.  Elder
Name:     William  W.  R.  Elder
Its:  Chairman,  President  and  CEO

INITIAL  INVESTORS:
[Name  of  Purchasers]

Irwin  W  Silverberg

By:           /s/  Irwin  W.  Silverberg
Name:          Irwin  W.  Silverberg
Title:


<PAGE>

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


GENUS,  INC.

By:     /s/  William  W.  R.  Elder
Name:     William  W.  R.  Elder
Its:  Chairman,  President  and  CEO

INITIAL  INVESTORS:
[Name  of  Purchasers]

Delaware  Charter

By:          /s/  Harold  J.  Krause
Name:          Harold  J.  Krause
Title:



<PAGE>

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


GENUS,  INC.

By:     /s/  William  W.  R.  Elder
Name:     William  W.  R.  Elder
Its:  Chairman,  President  and  CEO

INITIAL  INVESTORS:
[Name  of  Purchasers]

Morton  Seaman

By:          /s/  Morton  Seaman
Name:          Morton  Seaman
Title:




<PAGE>

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


GENUS,  INC.

By:     /s/  William  W.  R.  Elder
Name:     William  W.  R.  Elder
Its:  Chairman,  President  and  CEO


INITIAL  INVESTORS:
[Name  of  Purchasers]

Bedford  Oak  Partners,  LP

By:          /s/  Harvey  P.  Eison
Name:          Harvey  P.  Eison
Title:          Chairman




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


GENUS,  INC.


By:     /s/  William  W.  R.  Elder
Name:     William  W.  R.  Elder
Its:  Chairman,  President  and  CEO


INITIAL  INVESTORS:
[Name  of  Purchasers]

BayStar  Capital,  L.P

By:          /s/  Lawrence  Goldfarb
Name:          Lawrence  Goldfarb
Title:          Managing  Director



<PAGE>

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


GENUS,  INC.

By:     /s/  William  W.  R.  Elder
Name:     William  W.  R.  Elder
Its:  Chairman,  President  and  CEO


INITIAL  INVESTORS:
[Name  of  Purchasers]

BayStar  International,  LTD.

By:          /s/  Lawrence  Goldfarb
Name:          Lawrence  Goldfarb
Title:          Managing  Director



<PAGE>

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


GENUS,  INC.

By:     /s/  William  W.  R.  Elder
Name:     William  W.  R.  Elder
Its:  Chairman,  President  and  CEO

INITIAL  INVESTORS:
[Name  of  Purchasers]

The  Timken  Living  Trust  U/A/D  9/14/99

By:          /s/  William  Timken
Name:          William  Timken
Title: