EXHIBIT  10.21

SETTLEMENT  AGREEMENT  AND  MUTUAL  RELEASE

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

     WHEREAS,  Employee  was  employed  by  the  Company;

     WHEREAS,  Employee  and  the  Company entered into a Letter Agreement dated
November  4,  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 his employment with the Company effective May
15,  1998.

2.  Consideration.  The Company agrees to pay Employee at his normal rate of pay
of  eleven  thousand  six  Dollars and twenty five cents ($11,006.25) per month,
less  applicable  withholding, for six (6) months from the effective date of his
resignation  (the  "payment  period")  in  accordance with the Company's payroll
practices (provided that Employee does not revoke this Agreement under paragraph
8) up to and including the closing date of the sale of certain assets of the Ion
Implantation  systems  business to Varian Associates, Inc. (the "Closing Date").
As  of  the  Closing  Date,  however, all remaining pay due under this Agreement
shall  accelerate and become due and owing.  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. Employee shall,
however,  be  available  to consult with the Company one day per week until June
30,  1998.

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.

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;

     (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.

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  tortuous  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.

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  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 counter-parts, 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;  and

     (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:  May  15,  1998               By:  /s/  WILLIAM  W.R.  ELDER
                                          -------------------------
                                               William  W.R.  Elder
                                             Chairman  of  the  Board



                                          Fred  Heslet,  an  individual



Dated:  May  15,  1998                    /s/  FRED  HESLET
                                          -------------------
                                               Fred  Heslet