EXHIBIT 10.12

SILICON VALLEY BANK

CERTIFIED RESOLUTION AND INCUMBENCY CERTIFICATE

BORROWER:      GENUS, INC.,
               A CORPORATION ORGANIZED UNDER THE
               LAWS  OF  THE  STATE  OF  CALIFORNIA

DATE:               NOVEMBER   , 2001
                            ---

I,  the  undersigned,  Secretary  or  Assistant  Secretary  of  the  above-named
borrower,  a  corporation organized under the laws of the state set forth above,
do  hereby  certify  that  the  following  is  a  full, true and correct copy of
resolutions  duly  and  regularly  adopted  by  the  Board  of Directors of said
corporation as required by law, and by the by-laws of said corporation, and that
said resolutions are still in full force and effect and have not been in any way
modified,  repealed,  rescinded,  amended  or  revoked.

     RESOLVED, that this corporation borrow from Silicon Valley Bank
     ("Silicon"), from time to time, such sum or sums of money as, in the
     judgment of the officer or officers hereinafter authorized hereby, this
     corporation may require.

     RESOLVED FURTHER, that any officer of this corporation be, and he or she is
     hereby authorized, directed and empowered, in the name of this corporation,
     to execute and deliver to Silicon, and Silicon is requested to accept, the
     loan agreements, security agreements, notes, financing statements, and
     other documents and instruments providing for such loans and evidencing
     and/or securing such loans, with interest thereon, and said authorized
     officers are authorized from time to time to execute renewals, extensions
     and/or amendments of said loan agreements, security agreements, and other
     documents and instruments.

     RESOLVED FURTHER, that said authorized officers be and they are hereby
     authorized, directed and empowered, as security for any and all
     indebtedness of this corporation to Silicon, whether arising pursuant to
     this resolution or otherwise, to grant, transfer, pledge, mortgage, assign,
     or otherwise hypothecate to Silicon, or deed in trust for its benefit, any
     property of any and every kind, belonging to this corporation, including,
     but not limited to, any and all real property, accounts, inventory,
     equipment, general intangibles, instruments, documents, chattel paper,
     notes, money, deposit accounts, furniture, fixtures, goods, and other
     property of every kind, and to execute and deliver to Silicon any and all
     grants, transfers, trust receipts, loan or credit agreements, pledge
     agreements, mortgages, deeds of trust, financing statements, security
     agreements and other hypothecation agreements, which said instruments and
     the note or notes and other instruments referred to in the preceding
     paragraph may contain such provisions, covenants, recitals and agreements
     as Silicon may require and said authorized officers may approve, and the
     execution thereof by said authorized officers shall be conclusive evidence
     of such approval.

     RESOLVED FURTHER, that Silicon may conclusively rely upon a certified copy
     of these resolutions and a certificate of the Secretary or Ass't Secretary
     of this corporation as to the officers of this corporation and their
     offices and signatures, and continue to conclusively rely on such certified
     copy of these resolutions and said certificate for all past, present and
     future transactions until written notice of any change hereto or thereto is
     given to Silicon by this corporation by certified mail, return receipt
     requested.


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     The undersigned further hereby certifies that the following persons are the
duly  elected and acting officers of the corporation named above as borrower and
that  the  following  are  their  actual  signatures:

     NAMES               OFFICE(S)                    ACTUAL  SIGNATURES
     -----               ---------                    ------------------

------------------       ----------------------
   X
    -----------------

------------------       ----------------------
   X
    -----------------

------------------       ----------------------
   X
    -----------------

------------------       ----------------------
   X
    -----------------

     IN  WITNESS  WHEREOF,  I  have  hereunto  set  my hand as such Secretary or
Assistant  Secretary  on  the  date  set  forth  above.


                                       ----------------------------------------
              Secretary or Assistant Secretary


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