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                            EXHIBIT 10.17

              SETTLEMENT AGREEMENT AND MUTUAL RELEASE


     This Settlement Agreement and Mutual Release ("Agreement") is made by 
and between GENUS, INC.  (the "Company"), and JAMES T. HEALY ("Employee").

     WHEREAS, Employee was employed by the Company;
     
     WHEREAS, Employee and the Company entered into a Letter Agreement dated 
August 21, 1996.
     
     WHEREAS,  the Company and Employee have entered into a Change of Control 
Severance Agreement (the "Change of Control Agreement").

     WHEREAS, the Company and Employee have mutually agreed to terminate the 
employment relationship and to release each other from any claims arising 
from or related to the employment relationship;

     NOW THEREFORE, in consideration of the mutual promises made herein, the 
Company and Employee (collectively referred to as "the Parties") hereby agree 
as follows:

     1.   RESIGNATION.  Employee resigns from his position as the Company's 
President and Chief Executive Officer and from his position as a member of 
the Company's Board of Directors on April 30, 1998.

     2.   CONSIDERATION.  The Company agrees to pay Employee at his normal 
rate of pay of twenty-five thousand Dollars ($25,000) per month, less 
applicable withholding, for nine (9) months from the effective date of his 
resignation (the "payment period") in accordance with the Company's payroll 
practices.  During the payment period, Employee will not be entitled to the 
accrual or continuation of any employee benefits, including, but not limited 
to, vacation benefits or bonuses.

     3.   VESTING OF STOCK.  The Parties agree that for purposes of 
determining the number of shares of the Company's common stock which Employee 
is entitled to purchase from the Company, Employee's vesting shall cease as 
of the date of this Agreement.  The exercise of any stock options shall 
continue to be subject to the terms and conditions of the Company's Stock 
Option Plan and the applicable Stock Option Agreement between Employee and 
the Company.

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     4.   BENEFITS.  Employee shall have the right to convert his health 
insurance benefits to individual coverage pursuant to COBRA. 

     5.   CONFIDENTIAL INFORMATION.  Employee shall continue to maintain the 
confidentiality of all confidential and proprietary information of the 
Company and shall continue to comply with the terms and conditions of any 
Confidentiality Agreement between Employee and the Company.  Employee shall 
return all the Company property and confidential and proprietary information 
in his possession to the Company on the Effective Date of this Agreement.

     6.   PAYMENT OF SALARY.  Employee acknowledges and represents that the 
Company has paid all salary, wages, bonuses, accrued vacation, commissions 
and any and all other benefits due to Employee.

     7.   RELEASE OF CLAIMS.  Employee agrees that the foregoing 
consideration represents settlement in full of all outstanding obligations 
owed to Employee by the Company.  Employee and the Company, on behalf of 
themselves, and their respective heirs, family members, executors, officers, 
directors, employees, investors, shareholders, administrators, affiliates, 
divisions, subsidiaries, predecessor and successor corporations, and assigns, 
hereby fully and forever release each other and their respective heirs, 
family members, executors, officers, directors, employees, investors, 
shareholders, administrators, affiliates, divisions, subsidiaries, 
predecessor and successor corporations, and assigns, from, and agree not to 
sue concerning, any claim, duty, obligation or cause of action relating to 
any matters of any kind, whether presently known or unknown, suspected or 
unsuspected, that any of them may possess arising from any omissions, acts or 
facts that have occurred up until and including the Effective Date of this 
Agreement including, without limitation,

          (a)  any and all claims relating to or arising from Employee's 
employment relationship with the Company and the termination of that 
relationship; 

          (b)  any and all claims relating to, or arising from, Employee's 
right to purchase, or actual purchase of shares of stock of the Company, 
including, without limitation, any claims for fraud, misrepresentation, 
breach of fiduciary duty, breach of duty under applicable state corporate 
law, and securities fraud under any state or federal law; 

          (c)  any and all claims for wrongful discharge of employment; 
termination in violation of public policy; discrimination; breach of 
contract, both express and implied; breach of a covenant of good faith and 
fair dealing, both express and implied; promissory estoppel; negligent or 
intentional infliction of emotional distress; negligent or intentional 
misrepresentation; negligent or intentional interference with contract or 
prospective economic advantage; unfair business practices; defamation; libel; 
slander; negligence; personal injury; assault; battery; invasion of privacy; 
false imprisonment; and conversion;


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          (d)  any and all claims for violation of any federal, state or 
municipal statute, including, but not limited to, Title VII of the Civil 
Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in 
Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair 
Labor Standards Act, the Employee Retirement Income Security Act of 1974, The 
Worker Adjustment and Retraining Notification Act, Older Workers Benefit 
Protection Act; the California Fair Employment and Housing Act, and Labor 
Code section 201, ET SEQ. and section 970, ET SEQ.;

          (e)  any and all claims for violation of the federal, or any state, 
constitution; 

          (f)  any and all claims arising out of any other laws and 
regulations relating to employment or employment discrimination; and

          (g)  any and all claims for attorneys' fees and costs.

The Company and Employee agree that the release set forth in this section 
shall be and remain in effect in all respects as a complete general release 
as to the matters released.  This release does not extend to any obligations 
incurred under this Agreement.

     8.   ACKNOWLEDGMENT OF WAIVER OF CLAIMS UNDER ADEA.  Employee 
acknowledges that he is waiving and releasing any rights he may have under 
the Age Discrimination in Employment Act of 1967 ("ADEA") and that this 
waiver and release is knowing and voluntary. Employee and the Company agree 
that this waiver and release does not apply to any rights or claims that may 
arise under ADEA after the Effective Date of this Agreement.  Employee 
acknowledges that the consideration given for this waiver and release 
Agreement is in addition to anything of value to which Employee was already 
entitled.  Employee further acknowledges that he has been advised by this 
writing that (a) he should consult with an attorney PRIOR to executing this 
Agreement; (b) he has at least twenty-one (21) days within which to consider 
this Agreement; (c) he has at least seven (7) days following the execution of 
this Agreement by the parties to revoke the Agreement; and (d) this Agreement 
shall not be effective until the revocation period has expired.

     9.   CIVIL CODE SECTION 1542.  The Parties represent that they are not 
aware of any claim by either of them other than the claims that are released 
by this Agreement.  Employee and the Company acknowledge that they have been 
advised by legal counsel and are familiar with the provisions of California 
Civil Code Section 1542, which provides as follows:

          A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
          WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
          EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE
          RELEASE, WHICH IF KNOWN BY HIM MUST HAVE
          MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
          DEBTOR.


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     Employee and the Company, being aware of said code section, agree to 
expressly waive any rights they may have thereunder, as well as under any 
other statute or common law principles of similar effect.

     10.  NO PENDING OR FUTURE LAWSUITS.  Employee represents that he has no 
lawsuits, claims, or actions pending in his name, or on behalf of any other 
person or entity, against the Company or any other person or entity referred 
to herein.  Employee also represents that he does not intend to bring any 
claims on his own behalf or on behalf of any other person or entity against 
the Company or any other person or entity referred to herein.

     11.  APPLICATION FOR EMPLOYMENT.  Employee understands and agrees that, 
as a condition of this Agreement, he shall not be entitled to any employment 
with the Company, its subsidiaries, or any successor, and he hereby waives 
any right, or alleged right, of employment or re-employment with the Company. 
Employee further agrees that he will not apply for employment with the 
Company, its subsidiaries or related companies, or any successor.

     12.  CONFIDENTIALITY.  The Parties hereto each agree to use their best 
efforts to maintain in confidence the existence of this Agreement, the 
contents and terms of this Agreement, and the consideration for this 
Agreement (hereinafter collectively referred to as "Settlement Information"). 
Each Party hereto agrees to take every reasonable precaution to prevent 
disclosure of any Settlement Information to third parties, and each agrees 
that there will be no publicity, directly or indirectly, concerning any 
Settlement Information.  The Parties hereto agree to take every precaution to 
disclose Settlement Information only to those employees, officers, directors, 
attorneys, accountants, governmental entities, and family members who have a 
reasonable need to know of such Settlement Information.

     13.  NO COOPERATION.  Employee agrees he will not act in any manner that 
might damage the business of the Company.  Employee agrees that he will not 
counsel or assist any attorneys or their clients in the presentation or 
prosecution of any disputes, differences, grievances, claims, charges, or 
complaints by any third party against the Company and/or any officer, 
director, employee, agent, representative, shareholder or attorney of the 
Company, unless under a subpoena or other court order to do so.

     14.  NON-DISPARAGEMENT.  Each party agrees to refrain from any 
defamation, libel or slander of the other, or tortious interference with the 
contracts and relationships of the other.  All inquiries by potential future 
employers of Employee will be directed to the Company's Human Resources 
department.  Upon inquiry, the Company shall only state the following:  
Employee's last position and dates of employment.  A press release 
announcing Employee's resignation shall be made.


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     15.  TAX CONSEQUENCES.  The Company makes no representations or 
warranties with respect to the tax consequences of the payment of any sums to 
Employee under the terms of this Agreement. Employee agrees and understands 
that he is responsible for payment, if any, of local, state and/or federal 
taxes on the sums paid hereunder by the Company and any penalties or 
assessments thereon. Employee further agrees to indemnify and hold the 
Company harmless from any claims, demands, deficiencies, penalties, 
assessments, executions, judgments, or recoveries by any government agency 
against the Company for any amounts claimed due on account of Employee's 
failure to pay federal or state taxes or damages sustained by the Company by 
reason of any such claims, including reasonable attorneys' fees.

     16.  COSTS.  The Parties shall each bear their own costs, expert fees, 
attorneys' fees and other fees incurred in connection with this Agreement.

     17.  ARBITRATION.  The Parties agree that any and all disputes arising 
out of the terms of this Agreement, their interpretation, and any of the 
matters herein released, shall be subject to binding arbitration in Santa 
Clara County before the American Arbitration Association under its California 
Employment Dispute Resolution Rules, or by a judge to be mutually agreed 
upon.  The Parties agree that the prevailing party in any arbitration shall 
be entitled to injunctive relief in any court of competent jurisdiction to 
enforce the arbitration award.  The Parties agree that the prevailing party 
in any arbitration shall be awarded its reasonable attorney's fees and costs.

     18.  AUTHORITY.  The Company represents and warrants that the 
undersigned has the authority to act on behalf of the Company and to bind the 
Company and all who may claim through it to the terms and conditions of this 
Agreement.  Employee represents and warrants that he has the capacity to act 
on his own behalf and on behalf of all who might claim through him to bind 
them to the terms and conditions of this Agreement.  Each Party warrants and 
represents that there are no liens or claims of lien or assignments in law or 
equity or otherwise of or against any of the claims or causes of action 
released herein.

     19.  NO REPRESENTATIONS.  Each party represents that it has had the 
opportunity to consult with an attorney, and has carefully read and 
understands the scope and effect of the provisions of this Agreement.  
Neither party has relied upon any representations or statements made by the 
other party hereto which are not specifically set forth in this Agreement.

     20.  SEVERABILITY.  In the event that any provision hereof
becomes or is declared by a court of competent jurisdiction to be
illegal, unenforceable or void, this Agreement shall continue in
full force and effect without said provision.

     21.  ENTIRE AGREEMENT.  This Agreement represents the entire agreement 
and understanding between the Company and Employee concerning Employee's 
separation from the 


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Company, and supersedes and replaces any and all prior agreements and 
understandings concerning Employee's relationship with the Company and his 
compensation by the Company.

     22.  NO ORAL MODIFICATION.  This Agreement may only be amended in 
writing signed by Employee and the President of the Company.

     23.  GOVERNING LAW.  This Agreement shall be governed by the laws of the 
State of California.

     24.  EFFECTIVE DATE.  This Agreement is effective seven days after it 
has been signed by both Parties.

     25.  COUNTERPARTS.  This Agreement may be executed in counterparts, and 
each counterpart shall have the same force and effect as an original and 
shall constitute an effective, binding agreement on the part of each of the 
undersigned.

     26.  VOLUNTARY EXECUTION OF AGREEMENT.  This Agreement is executed 
voluntarily and without any duress or undue influence on the part or behalf 
of the Parties hereto, with the full intent of releasing all claims.  The 
Parties acknowledge that:

          (a)  They have read this Agreement;

          (b)  They have been represented in the preparation, negotiation, 
and execution of this Agreement by legal counsel of their own choice or that 
they have voluntarily declined to seek such counsel;

          (c)  They understand the terms and consequences of this Agreement 
and of the releases it contains; 

          (d)  They are fully aware of the legal and binding effect of this 
Agreement.

     IN WITNESS WHEREOF, the Parties have executed this Agreement on the 
respective dates set forth below.

                                       GENUS, Inc.


Dated:  April 20, 1998                 By /s/ WILLIAM W.R. ELDER       
                                          -------------------------------
                                              William W. R. Elder
                                              Chairman of the Board


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                                       James T. Healy, an individual


Dated:  April 17, 1998                 /s/ JAMES T. HEALY
                                       ----------------------------------
                                       James T. Healy


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