EXHIBIT 10.13

MASTER SECURITY AGREEMENT

CITICAPITAL'

Master Security Agreement No. L2116440

THIS MASTER SECURITY AGREEMENT (the "Agreement") is by and between Citicorp
Vendor Finance, Inc., a Delaware corporation, having its principal office at 700
East Gate Drive, Mount Laurel, New Jersey 08054-5404 ("Secured Party") and
Genus, Inc., a California corporation, having its chief executive office at 1139
Karlstad Drive, Sunnyvale, California 94089 ("Debtor"). In consideration of the
covenants and conditions contained herein, Secured Party and Debtor agree as
follows:

     1.  GRANT OF SECURITY INTEREST. For valuable consideration, the receipt and
         --------------------------
sufficiency  of  which is hereby acknowledged by Debtor, Debtor hereby grants to
Secured  Party  a  continuing general lien and security interest in the items of
equipment  and collateral set forth from time to time in each Secured Promissory
Note  issued  pursuant to this Master Security Agreement (individually a "Note",
and  collectively  the  "Notes") including, without limitation, all accessories,
additions, alterations, attachments, parts, and repairs now or hereafter affixed
thereto  or  used  in  connection  therewith  and substitutions and replacements
thereof  or of any part thereof (collectively, the "Equipment") and all proceeds
of  the  foregoing  including, without limitation, the proceeds of any insurance
payable  to  Debtor  or Secured Party with respect to the foregoing; any cash or
cash  equivalent  deposits  made by Debtor to Secured Party from time to time to
secure  Debtor's  obligations  under  any  Note  or other agreement with Secured
Party,  (a  "Security  Deposit");  and  any and all real or personal property as
Debtor  from  time  to time leases or has leased from Secured Party or that from
time  to time secures or has secured any indebtedness of Debtor to Secured Party
(collectively,  the  "Collateral").

     The security interest granted herein shall attach to each item of Equipment
at the earlier of (i) Debtor's execution and delivery of the Note with respect
to such item which shall occur upon Debtor's acceptance of such item pursuant to
the terms of any purchase order or agreement with the vendor of such item; or
(ii) the time that Secured Party advances any funds on behalf of Debtor in
complete or partial payment for such Equipment. Any Security Deposit shall not
bear interest, may be commingled with other funds of Secured Party and shall be
immediately restored by Debtor if applied under Section 9(e).          'I


     The  continuing  general  lien  and  security interest granted hereby is to
secure  payment  of  all  Notes  at  any time outstanding and all obligations of
Debtor  to  Secured  Party,  thereunder, hereunder or under any other agreement,
including,  without  limitation,  equipment  leases  or  title  retention  or
conditional  sales  agreements,  or  otherwise,  whether  due  or  to become due
hereafter, and whether now existing or hereafter arising whether entered into or
acquired  by  Secured  Party.


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     2.  Payments.Debtor  shall  make  the  payments  under  any  Note  issued
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hereunder on the dates and in the amounts set forth in such Note.

     3.  'SECURED  PARTY'S  DISCLAIMER  OF  WARRANTIES.SECURED  PARTY  MAKES  NO
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WARRANTY  OR  REPRESENTATION  OF  ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE
COLLATERAL  OR  AS TO THE DESIGN, CONDITION, OR QUALITY OF THE COLLATERAL OR THE
MATERIAL OR WORKMANSIIIP UTELIZED IN CONNECTION WITH THE COLLATERAL, AND SECURED
PARTY  MAKES  NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
WITH RESPECT THERETO, OR AS TO ANY OTHER MATTER. Debtor acknowledges that it has
selected the Collateral on the basis of its own judgment and expressly disclaims
any  reliance  upon  any  statements  or  representations made by Secured Party.
Debtor  understands and agrees that neither the vendor of the Collateral nor any
agent  of  the  vendor is an agent of Secured Party or is authorized to waive or
alter  any  term  or  condition  of  this  Agreement  or  of  any  Note  and  no
representation  as  to the Collateral or any other matter by the vendor shall in
any way affect Debtor's duty to perform its obligations as set forth in any Note
or  this  Agreement,  which  obligations  are  unconditional  and  absolute.

     4.  DEBTOR'S  REPRESENTATIONS  AND  WARRANTIES.  Debtor  represents  and
         ------------------------------------------
warrants to Secured Party as of the date hereof and as of the date of each Note
hereunder that:

          (a)  Debtor  is  a  business organization and with its chief executive
office  both  as  set  forth in the first paragraph hereof duly organized and in
good standing under the laws of its state of organization, is duly qualified and
in  good  standing  wherever  necessary  to  carry  on its business as now being
conducted  and  to own or lease its properties, including the Equipment, and has
full  power  to carry on its business as now being conducted and to own or lease
its  properties.

          (b)  Debtor  has  full  power  and  authority  to execute, deliver and
perform  this Agreement and each Note, and this Agreement has been and each Note
will  be  duly  authorized  by  all  necessary  and proper action on the part of
Debtor.  No  consent  or approval of stockholders, or if the Debtor is a limited
liability  corporation, of its members or of any public authority is required to
connection  with  the  execution,  delivery  or  performance  by  Debtor of this
Agreement  or any Note. The execution, delivery or performance by Debtor of this
Agreement  and  each Note will not violate any provision of law, or any judgment
or  decree applicable to Debtor and will not conflict with or result in a breach
of  or  create  a  default under any corporate charter or by-laws or partnership
agreement  or  certificate or any agreement, bond, note or indenture to which it
is  a  party  or  by  which  it  is  bound.

          (c)  This  Agreement  has been and each Note will be duly executed and
delivered,  and  constitute the valid and legally binding obligations of Debtor,
enforceable  in  accordance  with  their  respective  terms.

          (d)  Debtor  has  good  title  to,  and  is  the  lawful  owner of the
Collateral,  free  from  all  adverse  claims,  liens,  encumbrances, charges or
security interests whatsoever, except for the lien and security interest granted
by  this  Agreement.


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          (e)  The  provisions  of  this Agreement will create a valid and first
perfected  security  interest  in  the  Collateral  as  set  forth in each Note,
enforceable  in  accordance  with the terms hereof, subject to no prior or equal
lien,  charge,  encumbrance or security interest, upon the filing of appropriate
Uniform  Commercial  Code  financing  statements  or equivalent security or lien
instruments  with  respect to the Collateral, which shall be timely delivered to
Secured  Party  for  filing  at-  the appropriate offices. To the extent lawful,
Debtor  hereby  appoints  Secured  Party  and its agents as its attorney-in-fact
(without  requiring  Secured  Party  to  act  as  such) to execute any financing
statement in the name of Debtor and to perform all other acts that Secured Party
deems  appropriate  to  perfect  and  continue  its security interest in, and to
protect  and  preserve,  the  Collateral.

          DEBTOR  WAIVES  THE  RIGHT  TO  FILE ANY AMENDMENTS OR TERMINATIONS OF
FINANCING  STATEMENTS  WITHOUT  SECURED  PARTY'S  SIGNATURE.

5.  DEBTOR'S  COVENANTS. Debtor  covenants  and  agrees  that  Debtor  will:
    -------------------

          (a)  at  its  own  expense,  keep the Collateral in first class order,
repair, and running condition, replace any worn, broken or defective parts,
provide for all maintenance services strictly in accordance with the
specifications of the vendor of the Collateral;

          (b)  make  no material alterations in or to the Collateral without the
prior  written  consent  of  Secured  Party;

          (c)  promptly  pay all taxes levied or assessed against the Collateral
and  keep  the  Collateral  free  from  all adverse claims, liens, encumbrances,
charges  or  security  interests  whatsoever;

          (d) at reasonable times, upon at least two days notice, and at its own
expense Secured Party and its representatives shall have the right to inspect
the Collateral;

          (e)  promptly notify Secured Party in writing of any loss of or damage
to  the  Collateral  or  any  part  thereof.

          (f) indemnify and hold Secured Party harmless from and against any and
all  claims, losses, damages, and expenses (including attorneys' fees and costs)
arising  out  of  or  connected  with  the  ownership  or use of the Collateral;

          (g)  reimburse  Secured  Party upon demand for all expenses reasonably
incurred in connection with perfecting the security interest granted herein or
the satisfaction thereof;

          (h)  not  abandon  the  Collateral;

          (i)  not  sell,  assign,  lease,  mortgage or otherwise dispose of any
interest  in  the Collateral without the prior written consent of Secured Party;

          (j)  not  use  or  permit  the  Collateral to be used for any unlawful
purpose  or  in  violation  of  any  federal, state or municipal law, statute or
ordinance;


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<PAGE>
          (k)  not  permit  the  Collateral  to  become  a  part  of  or
to be affixed to any real property;

          (1) not permit the Collateral to be removed from the address set forth
herein where the Collateral is kept without the written consent of Secured
Party;

          (m)  on  demand  of  Secured  Party,  do any of the following: furnish
further assurance of title, execute any written agreement or do any other acts
necessary to effectuate the purposes and provisions of this Agreement and any
Note issued hereunder, execute any instrument or statement required by law or
otherwise in order to perfect, continue or terminate the security interest of
Secured Party in the Collateral and pay all costs of filing in connection
therewith;

          (n)  deliver  its  annual  financial  statements  and  such-quarterly
financial statements, as Secured Party requests, to the Secured Party, and

          (o) promptly notify Secured Party in writing of any change of location
of its chief executive office, the location of any Collateral, change of its
name or form of business organization, or material change in its business
affairs or financial condition.


If  Debtor  fails  to  observe or perform any covenant or agreement contained in
     this  Agreement,  which  failure  is not remedied by Debtor, within 10 days
     after  written  notice thereof, Secured Party may, in addition to any other
     remedy,  take  whatever action may be necessary to remedy such failure, and
     should  such  action  require the expenditure of monies (including, without
     limitation, payment of insurance premiums, repairs, storage, transportation
     and  removal  of  liens),  then the amount of such expenditure shall become
     forthwith  due  and  payable  by  Debtor and Debtor shall pay a late charge
     equal to 5% of the amount of any such expenditure plus interest at the rate
     of 1 1/4% per month from the date on which such amount was due and payable,
     but  not in excess of the highest rate Secured Party is entitled to receive
     under  applicable  law.  If  Secured  Party  takes  any  action  authorized
     hereunder,  Secured  Party  shall  not be liable to Debtor for damages as a
     result  of delays, temporary withdrawals of the Collateral from service, or
     any  other  causes.

     6. PREPAYMENT. Debtor may not prepay any Note except in its entirety at any
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time  during  its  term.  Any such prepayment shall be in an amount equal to the
outstanding  principal  balance  on the date of such prepayment, together with a
premium  equal  to  5% of such principal balance if prepayment occurs during the
first  year  of  such  term,  4%  of such principal balance if prepayment occurs
during the second year, 3% of such principal balance if prepayment occurs during
the  third  year,  2%  of such principal balance if prepayment occurs during the
fourth  year, 1% of such principal balance if prepayment occurs during the fifth
year  and 0% if prepayment occurs thereafter, and any then existing late charges
and  accrued  interest. The principal balance at any time outstanding on a fixed
rate  note  shall  be  calculated  in  accordance  with  the  "Rule  of  78's".



     7.  INSURANCE.  Debtor shall obtain and maintain at its own expense for the
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entire  term  of  this  Agreement  Comprehensive  General Liability and Property
Damage  Insurance  including  products,  completed  operations  and  contractual
liability and all Risk Physical Damage Insurance including earthquake and flood,
in  such  amounts  and  form  and with such insurers as shall be satisfactory to
Secured  Party, provided, however, that the amount of insurance on the Equipment
shall  not  be  less  than the greater of (i) the full replacement value of each
piece of Equipment or (ii) the aggregate unpaid principal amount of all Notes at
any  time  outstanding  hereunder.


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     Each  insurance  policy or certificate shall name Debtor as the insured and
Secured  Party  as loss payee and as an additional named insured as its interest
may  appear,  and  shall  provide that Secured Party shall receive 30 days prior
written notice of any termination, cancellation, or material change of the terms
of  such insurance and shall provide that the coverage afforded to Secured Party
shall not be rescinded, impaired or invalidated by any act or neglect of Debtor.
Debtor  shall  furnish  to  Secured  Party  a  certificate of insurance or other
evidence that such insurance coverage is in effect provided however that Secured
Party  shall be under no duty either to ascertain the existence of or to examine
such  insurance  policy  or  certificate  or  to advise Debtor in the event such
insurance  coverage shall not comply with the requirements hereof. Secured Party
may,  at  its option, apply any insurance monies received under such policies to
the  cost of repairs to the Collateral and/or payment of any of the indebtedness
of  Debtor  secured hereby, in any order Secured Party may determine, whether or
not  due,  and  shall  remit  any  surplus  to  Debtor.

     In  addition  to  the  foregoing  minimum  insurance coverage, Debtor shall
procure  and maintain such other insurance coverage as Secured Party may require
from  time  to  time  during  the  term  of  this  Agreement.

     8.  EVENTS  OF DEFAULT. The occurrence of any of the following events shall
        --------------------
constitute an Event of Default as such term is used herein and in each Note: (a)
Debtor shall fail to pay any principal of or interest on any Note, or to pay any
other  sum  secured  hereby,  when  the same becomes due and payable, whether at
maturity  or  by declaration or otherwise; or (b) Debtor is in default under any
other  agreement  between  Debtor  and Secured Party or upon an event of default
under  any  other  agreement  entered  into  by  guarantors,  the  vendor of the
Equipment,  principals  of  Debtor  or  others,  which  agreement(s) was or were
executed  to  induce  Secured Party to enter into this Agreement or any Note; or
(c) Debtor fails to perform or observe any of the terms, covenants or conditions
contained  in this Agreement, any Note or other lease or other agreement between
Secured Party and Debtor, other than as provided above, and Debtor fails to cure
any such breach within ten (10) days after notice thereof; or (d) any statement,
representation  or  warranty  of Debtor contained in this Agreement, any Note or
any  other agreement between Secured Party and Debtor, or in any credit or other
information  submitted  to  Secured  Party  by  or  on  behalf  of the Debtor in
connection  with  this  transaction  is  untrue or incorrect; or (e) without the
prior  written  consent  of  Secured  Party,  a  "person" or "group" (within the
meaning  of  Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934,
as  amended)  becomes,  after the date of this Agreement, the "beneficial owner"
(as  defined  in  Rule  l3d-3  under  the  Securities  Exchange  Act of 1934, as
amended),  directly or indirectly, of more than 30% of the total voting power of
all  classes of capital stock then outstanding of Debtor entitled to vote in the
election  of  directors;  or (f) Debtor becomes insolvent or makes an assignment
for  the  benefit  of  creditors;  or  (g)  a  receiver, trustee, conservator or
liquidator  of Debtor or of all or a substantial part of its assets is appointed
with  or  without  the  application  or  consent  of  Debtor; or (h) a voluntary
petition  is  filed  by or an involuntary petition is filed against Debtor under
the  Bankruptcy Code or any amendment thereto, or under any other insolvency law
or laws, providing for the relief to debtors which is not cured by the dismissal
thereof  within 60 days after the date commenced; or (i) the Collateral shall be
substantially  damaged  or  destroyed or Secured Party shall reasonably deem the
Collateral  unsafe  or at any risk; or j) Debtor shall default in meeting any of
its trade, tax, or other obligations as they mature, except to the extent Debtor
contests  such  obligations  in good faith and has established adequate reserves
therefore  (it  being acknowledged that


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Debtor  may,  in  good  faith,  pay  its  trade obligations subject to generally
acceptable,  commercially  reasonable  business  practices).

     Debtor  shall promptly notify Secured Party or any holder(s) or assignee(s)
of  all Notes of the occurrence and continuance of any default or the occurrence
or  existence  of any event or condition which, with the giving of notice, lapse
of  time,  or  both  may  become  a  default.

     9.  REMEDIES  ON  DEFAULT.  Upon  an  Event  of Default, Secured Party may,
         ---------------------
     at its sole option and discretion, to the extent permitted by applicable
     law, exercise one or more of the following remedies with respect to the
     Collateral:

          (a)  to  declare  any  or  all Notes and all other obligations secured
hereby  immediately  due  and  payable  at  the option of Secured Party, without
notice  or  demand and, following such declaration, Debtor shall pay interest on
such  amount  due  and payable at the rate of 16% per annum until such amount is
paid in full to Secured Party, but such rate or amount shall not be in excess of
the  highest  rate  or  amount  Secured  Party  is  permitted  to  receive under
applicable  law;

(b) to the extent permitted by applicable law, enter the premises of Debtor or
                              such  place  or places where any of the Collateral
                              may be located and take title to and/or remove the
                              same by any of its representatives with or without
                              process;

          (c)  to  dispose  of  all  or  part of the Collateral, or any interest
therein,  at  any  public  sale  or  private  sale  in  any  manner permitted by
applicable law and upon such other terms as Secured Party may deem advisable (at
which  sale  Secured  Party  may  be  the  purchaser);

          (d)  to  require  Debtor  to  pay  any  and  all pre and post judgment
expenses  of Secured Party arising out of such default or in connection with the
exercise  of  any  remedies hereunder, including, without limitation, reasonable
attorneys'  fees  and  costs  and  brokerage  charges;

          (e)  to  apply the proceeds of such sale or of any Security Deposit to
all  expenses of Secured Party arising out of such default or in connection with
the exercise of any remedies hereunder or toward the payment of all or any Notes
and other obligations of Debtor to Secured Party in such order of application as
Secured  Party  may  from  time  to  time  elect;

          (f)  to require Debtor to assemble the Collateral upon Secured Party's
demand at Debtor's expense, and make it available to Secured Party; or

          (g)  to  exercise  any  one or more rights or remedies accorded by the
Uniform  Commercial  Code  or  otherwise  available  at  law  or  in  equity.

     Each  right,  power  and  remedy  of  Secured  Party  provided  for in this
Agreement  or  in  any Note, or now or hereafter existing at law or in equity or
otherwise,  shall be cumulative and concurrent and shall be in addition to every
other  such right, power or remedy. The exercise or beginning of the exercise by
Secured  Party of any one or more of the rights, powers remedies provided for in
this  Agreement or in any Note, or now or hereafter existing at law or in equity


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or  otherwise,  shall not preclude the simultaneous or later exercise by Secured
Party  of  all such other rights, powers or remedies, and no failure or delay on
the  part  of  Secured  Party  to exercise any such right, power or remedy shall
operate  as  a waiver thereof. If the proceeds of any such sale are insufficient
to  pay  the  expenses,  as  aforesaid,  all  Notes, and the obligations secured
hereby, Debtor agrees to pay any deficiency to Secured Party upon demand, and if
such  proceeds  are  more than sufficient to pay such expenses and the principal
and  interest  on  all  Notes  and  all other sums secured hereby, Secured Party
agrees  to  pay  any surplus to Debtor. Upon an Event of Default and declaration
that  all  amounts  due under a Note are due and payable, any payment thereafter
must  also  include  the  Prepayment  premium  set  forth  in  Section 6 hereof,
calculated  as  of  the time of the Event of Default. Secured Party shall not be
liable  or responsible in any way for the safeguarding of any of the Collateral,
for  any loss or damage thereto, for any diminution in the value thereof, or for
any  act  of  default  of any carrier, warehouseman, forwarding agency, or other
person  whomsoever.

     10.  ABSOLUTE  AND  UNCONDITIONAL  OBLIGATIONS  OFDEBTOR. DEBTOR AGREES AND
          ----------------------------------------------------
ACKNOWLEDGES THAT SECURED PARTY'S RIGHTS TO RECEIVE ALL INSTALLMENTS AND AMOUNTS
PAYABLE  UNDER  EACH  NOTE AND THIS AGREEMENT ARE ABSOLUTE AND UNCONDITIONAL AND
SHALL  CONTINUE  WITHOUT  DEDUCTION,  DEFENSE,  SET-OFF  OR COUNTERCLAIM FOR ANY
REASON WHATSOEVER, AND DEBTOR WAIVES AGAINST SECURED PARTY ANY AND ALL CLAIMS OR
DEFENSES,  NOW OR HEREAFTER EXISTING, THAT IT MAY HAVE AGAINST THE VENDOR OF THE
COLLATERAL OR ANY OTHER PARTY FOR ANY REASON WHATSOEVER (EXCEPT IN -THE EVENT OF
EITHER  ACTUAL  NEGLIGENCE OR MISCONDUCT BY SECURED PARTY OR ITS REPRESENTATIVES
WHICH  GIVES  RISE  TO  SUCH  CLAIM).

     11.  CHATTEL PAPER. To the extent this Agreement may be considered "chattel
          -------------
paper" as defined in the Uniform Commercial Code, only Counterpart Number One of
any of the manually executed counterparts of this Agreement shall constitute the
original  of this Agreement, and no interest in this Agreement may be created or
transferred  except  by  transfer  of  possession  of  that  counterpart.

     12.  ASSIGNMENT;  WAIVER  OF  DEFENSES;  QUIET  ENJOYMENT.DEBTOR  SHALL NOT
          -----------------------------------------------------
ASSIGN,  TRANSFER,  PLEDGE,  HYPOTHECATE,  OR OTHERWISE DISPOSE OF, ENCUM13ER OR
PERMIT  A  LIEN UPON OR AGAINST ANY INTERESTS IN THIS AGREEMENT, ANY NOTE OR THE
COLLATERAL  OR  PERMIT  THE  EQUIPMENT TO BE USED BY ANYONE OTHER THAN DEBTOR OR
DEBTOR'S  EMPLOYEES WITHOUT SECURED PARTY'S PRIOR WRITTEN CONSENT. Secured Party
may,  without  consent or notice to Debtor, assign or transfer this Agreement or
any Note or grant a security interest in any Equipment, or any other sums due or
to  become due hereunder, and in such event Secured Party's assignee, transferee
or  grantee  shall  have  all  the  rights,  powers, privileges, and remedies of
Secured  Party hereunder. Debtor agrees that, following its receipt of notice of
any  assignment  by  Secured  Party  of this Agreement, any Note or any payments
payable  hereunder,  it  will  pay  the  payments  due hereunder directly to the
assignee  (or  to  whomever the assignee shall designate). Debtor agrees that no
assignee  of  Secured  Party  shall  be  bound  to  perform  any duty, covenant,
condition  or  warranty attributable to Secured Party, and Debtor further agrees
not  to  raise  any  claim or defense arising out of this Agreement or otherwise
which it may have against Secured Party as a defense, counterclaim, or offset to
any  action by an assignee or secured party hereunder and Secured Party shall at
all  times  remain  liable  to Debtor for such obligations. Upon Secured Party's


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request,  Debtor  will  execute  a consent and acknowledgment of Secured Party's
assignment  to  its  assignee.  Nothing  contained herein is intended to relieve
Secured  Party  of  any  of  its  obligations.

     13.  GOVERNING  LAW;  JURISDICTION  AND  VENUE; WAIVER OF TRIAL BY JURY AND
          ----------------------------------------------------------------------
RIAHTS  AND  REMEDIES UNDER THE UNIFORM COMMERCIAL CODE. THIS AGREEMENT SHALL BE
-------------------------------------------------------
GOVERNED BY THE LAWS OF THE STATE OF NEW JERSEY. DEBTOR CONSENTS TO THE PERSONAL
JURISDICTION  OF  THE  FEDERAL  AND STATE COURTS OF THE STATE OF NEW JERSEY WITH
RESPECT  TO ANY ACTION ARISING OUT OF THIS AGREEMENT, ANY NOTE OR THE EQUIPMENT,
PROVIDED,  HOWEVER,  SECURED  PARTY  MAY,  IN  ITS SOLE DISCRETION, ENFORCE THIS
AGREEMENT  AND  ANY  NOTE  IN ANY COURT HAVING LAWFUL JURISDICTION THEREOF. THIS
MEANS ANY LEGAL ACTION ARISING OUT OF THIS AGREEMENT MAY BE FILED IN NEW JERSEY,
AND DEBTOR MAY BE REQUIRED TO DEFEND AND LITIGATE ANY SUCH ACTION IN NEW JERSEY.
DEBTOR AGREES THAT SERVICE OF PROCESS IN ANY SUIT MAV BE MADE BY CERTIFIED MAIL,
RETURN  RECEIPT  REQUESTED, ADDRESSED TO DEBTOR AT THE ADDRESS SET FORTH HEREIN.
TO THE EXTENT PERM11TTED BY LAW, DEBTOR WAIVES TRIAL BY JURY IN ANY ACTION BY OR
AGAINST SECURED PARTY ARISING OUT OF THIS AGREEMENT, ANY NOTE, OR THE EQUIPMENT.

     14.  MISCELLANEOUS.  This Agreement in addition to and not in limitation of
          -------------
any  other  rights  and  remedies  Secured Party may have by virtue of any other
instrument  or  agreement  executed  by  Debtor, whenever executed, or by law or
otherwise.  If  any  provision  of this Agreement is contrary to applicable law,
such  provision  shall  be deemed ineffective without invalidating the remaining
provisions  hereof.  If and to the extent that applicable law confers any rights
or  imposes any duties inconsistent with or in addition to any of the provisions
of this Agreement, the affected provision shall be considered amended to conform
thereto.  Secured  Party  shall  not by any act, delay, omission or otherwise be
deemed  to  have waived any of its rights or remedies hereunder. It is expressly
understood  and  agreed  that  whenever  the  service of any notice to Debtor is
required  hereby  or  is  otherwise required such notice shall be effective when
personally  delivered  or mailed to Debtor by first-class mail, postage prepaid,
to  the  address  shown  at  the  beginning  of  this  Agreement.

     This  Agreement shall be binding upon and enforceable by the successors and
assigns  of  the  parties  hereto.

     This  Agreement  constitutes  the entire agreement between the parties with
respect  to the subject matter hereof. There are not representations, warranties
or agreements except as set forth herein. This Agreement may not be amended, nor
may rights hereunder be waived, except by an instrument in writing signed by the
party  charged  with  such amendment or waiver. The term "Debtor" as used herein
shall  mean and include any and all Debtors who sign hereunder and on each Note,
each  of  whom  shall  be  jointly  and severally bound hereby and thereby. This
Agreement shall not be binding on Secured Party until executed by Secured Party.

IN  WITNESS W11EREOF, the parties hereto have duly executed this Master Security
Agreement  by  their  duly  authorized  representatives


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DATED AS OF December 21,2001

DEBTOR:  GENUS,  INC.              SECURED  PARTY:  CITICORP VENDOR FINANCE, INC
BY: s/s  SHUM  MUKHERJEE           BY: s/s  DANIEL  J.  FERGUSON
TITLE: CHIEF FINANCIAL OFFICER     TITLE: VICE PRESIDENT



THIS AMENDMENT dated the 21-day of December 2001 to that certain Master Security
Agreement No. L2116440 dated 12/21/2001, . Secured Promissory Note No. 200052896
thereto, (collectively the "Loan"), by and between Citicorp Vendor Finance, Inc.
("Secured Party") and Genus, Inc., ("Debtor").

     WHEREAS, Secured Party and Debtor are party to the above-described Loan;
and desire to make certain changes, amendments and additions to the Loan as
hereinafter set forth.

1. THE FOLLOWING SHALL BE ADDED TO MASTER SECURITY AGREEMENT NO. L2116440 AS IT
PERTAINS TO SECURED PROMISSORY NOTE NO. 200052896 ONLY:

Notwithstanding any provision of the Loan to the contrary, it being acknowledged
by Secured Party that Silicon Valley Bank ("SVB") holds a blanket lien on the
real and personal property of Debtor and that Secured Party as of the date of
this Amendment has obtained from SVB, a waiver of such lien so that its interest
do not conflict with that of SVB.

     2.  Except  as  modified herein, all other terms and conditions of the Loan
shall  remain  unchanged  and  are  hereby  ratified  by  the  parties.



Genus, Inc.                            Citicorp Vendor Finance, Inc.
BY: s/s Shum Mukerhjee                 By: s/s  Daniel J. Ferguson



Shum Mukherjee                              Daniel J. Ferguson
--------------                              ------------------
Chief Financial Officer                       Vice President
-----------------------                      ---------------
(PRINT OR TYPE NAME &                      (PRINT OR TYPE NAME &
TITLE OF ABOVE SIGNATURE)                TITLE OF ABOVE SIGNATURE)

ATTEST: s/s  T.P. Bohn


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