EXHIBIT 10.9

SILICON VALLEY BANK
                           LOAN AND SECURITY AGREEMENT

BORROWER:     GENUS, INC.
ADDRESS:     1139 KARLSTAD DR.
          SUNNYVALE, CA 94089

DATE:    NOVEMBER    , 2001
                  ---

THIS  LOAN  AND  SECURITY  AGREEMENT  is  entered into on the above date between
SILICON  VALLEY  BANK, COMMERCIAL FINANCE DIVISION ("Silicon"), whose address is
3003 Tasman Drive, Santa Clara, California 95054 and the borrower(s) named above
(the  "Borrower"),  whose chief executive office is located at the above address
("Borrower's  Address").  The  Schedule to this Agreement (the "Schedule") shall
for  all  purposes  be deemed to be a part of this Agreement, and the same is an
integral  part  of  this  Agreement.  (Definitions of certain terms used in this
Agreement  are  set  forth  in  Section  8  below.)

                                    1. LOANS.

  1.1  LOANS.  Silicon  will  make  loans  to Borrower (the "Loans"), in amounts
determined  by Silicon in its *, up to the amounts (the "Credit Limit") shown on
the  Schedule,  provided  no  Default  or  Event  of Default has occurred and is
continuing,  and  subject  to deduction of any Reserves for accrued interest and
such  other  Reserves  as  Silicon  deems  proper  from  time  to  time.

  *GOOD  FAITH  BUSINESS  JUDGMENT

  1.2  INTEREST.  All  Loans  and  all  other  monetary  Obligations  shall bear
interest  at the rate shown on the Schedule, except where expressly set forth to
the  contrary  in this Agreement. Interest shall be payable monthly, on the last
day  of  the  month.  Interest  may,  in  Silicon's  discretion,  be  charged to
Borrower's loan account, and the same shall thereafter bear interest at the same
rate  as  the  other  Loans.  Silicon may, in its discretion, charge interest to
Borrower's Deposit Accounts maintained with Silicon. Regardless of the amount of
Obligations  that  may  be  outstanding  from  time  to time, Borrower shall pay
Silicon minimum monthly interest during the term of this Agreement in the amount
set  forth  on  the  Schedule  (the  "Minimum  Monthly  Interest").

  1.3  OVERADVANCES.  If  at  any  time  or  for  any  reason  the  total of all
outstanding  Loans  and  all  other  Obligations  exceeds  the  Credit Limit (an
"Overadvance"),  Borrower  shall  immediately  pay  the  amount of the excess to
Silicon,  without  notice  or  demand. Without limiting Borrower's obligation to
repay to Silicon on demand the amount of any Overadvance, Borrower agrees to pay
Silicon  interest  on the outstanding amount of any Overadvance, on demand, at a
rate  equal  to  the  interest  rate  which would otherwise be applicable to the
Overadvance,  plus  an  additional  2%  per  annum.

  1.4  FEES.  Borrower shall pay Silicon the fee(s) shown on the Schedule, which
are  in  addition  to all interest and other sums payable to Silicon and are not
refundable.

  1.5  LETTERS  OF  CREDIT. At the request of Borrower, Silicon may, in its sole
discretion,  issue  or  arrange  for  the  issuance of letters of credit for the
account  of Borrower, in each case in form and substance satisfactory to Silicon
in  its sole discretion (collectively, "Letters of Credit").  The aggregate face
amount  of  all outstanding Letters of Credit from time to time shall not exceed
the amount shown on the Schedule (the "Letter of Credit Sublimit"), and shall be
reserved  against Loans which would otherwise be available hereunder, and in the
event  at  any  time there are insufficient Loans available to Borrower for such
reserve,  Borrower shall deposit and maintain with Silicon cash collateral in an
amount  at all times equal to such deficiency, which shall be held as Collateral
for  all  purposes  of  this  Agreement.  Borrower  shall  pay  all bank charges
(including * charges of Silicon) for the issuance of Letters of Credit, together
with  such  additional fee as Silicon's letter of credit department shall charge
in  connection  with  the  issuance  of  the  Letters of Credit.  Any payment by
Silicon  under  or in connection with a Letter of Credit shall constitute a Loan
hereunder on the date such payment is made.  Each Letter of Credit shall have an
expiry  date  no  later  than  thirty days prior to the Maturity Date.  Borrower
hereby agrees to indemnify, save, and hold Silicon harmless from any loss, cost,
expense,  or  liability,  including  payments  made  by  Silicon,  expenses, and
reasonable  attorneys'  fees incurred by Silicon arising out of


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or  in connection with any Letters of Credit. Borrower agrees to be bound by the
regulations  and  interpretations  of  the  issuer  of  any  Letters  of  Credit
guarantied  by  Silicon  and  opened  for  Borrower's  account  or  by Silicon's
interpretations  of  any  Letter  of  Credit  issued  by  Silicon for Borrower's
account,  and  Borrower  understands and agrees that Silicon shall not be liable
for  any  error,  negligence,  or mistake, whether of omission or commission, in
following Borrower's instructions or those contained in the Letters of Credit or
any modifications, amendments, or supplements thereto. Borrower understands that
Letters  of Credit may require Silicon to indemnify the issuing bank for certain
costs  or  liabilities  arising  out  of claims by Borrower against such issuing
bank. Borrower hereby agrees to indemnify and hold Silicon harmless with respect
to any loss, cost, expense, or liability incurred by Silicon under any Letter of
Credit  as  a  result of Silicon's indemnification of any such issuing bank. The
provisions  of this Loan Agreement, as it pertains to Letters of Credit, and any
other  present  or  future  documents or agreements between Borrower and Silicon
relating  to  Letters  of  Credit  are  cumulative.

  *CUSTOMARY

                              2. SECURITY INTEREST.

  2.1  SECURITY  INTEREST.  To  secure  the  payment  and  performance of all of
the  Obligations when due, Borrower hereby grants to Silicon a security interest
in  all  of Borrower's interest in the following, whether now owned or hereafter
acquired,  and  wherever  located:  All  Inventory,  Equipment, Receivables, and
General  Intangibles,  including,  without limitation, all of Borrower's Deposit
Accounts,  and  all  money, and all property now or at any time in the future in
Silicon's  possession  (including  claims and credit balances), and all proceeds
(including  proceeds  of any insurance policies, proceeds of proceeds and claims
against third parties), all products and all books and records related to any of
the  foregoing  (all of the foregoing, together with all other property in which
Silicon  may  now  or  in  the future be granted a lien or security interest, is
referred  to  herein,  collectively,  as  the  "Collateral").

            3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER.

  In  order  to  induce  Silicon to enter into this Agreement and to make Loans,
Borrower  represents  and warrants to Silicon as follows, and Borrower covenants
that  the  following representations will continue to be true, and that Borrower
will  at  all  times  comply  with  all  of  the  following  covenants:

  3.1 CORPORATE EXISTENCE AND AUTHORITY. Borrower, if a corporation, is and will
continue  to be, duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation.  Borrower is and will continue to
be  qualified  and  licensed  to  do  business in all jurisdictions in which any
failure  to  do  so  would  have  a  material  adverse  effect on Borrower.  The
execution, delivery and performance by Borrower of this Agreement, and all other
documents  contemplated  hereby  (i) have been duly and validly authorized, (ii)
are  enforceable  against  Borrower  in  accordance  with their terms (except as
enforcement  may  be  limited  by  equitable  principles  and  by  bankruptcy,
insolvency,  reorganization,  moratorium  or similar laws relating to creditors'
rights  generally),  and (iii) do not violate Borrower's articles or certificate
of  incorporation,  or Borrower's by-laws, or any law or any  material agreement
or  instrument  which  is binding upon Borrower or its property, and (iv) do not
constitute  grounds  for acceleration of any material indebtedness or obligation
under any material agreement or instrument which is binding upon Borrower or its
property.

  3.2  NAME;  TRADE  NAMES  AND  STYLES.  The  name of Borrower set forth in the
heading  to  this Agreement is its correct name.  Listed on the Schedule are all
prior  names  of  Borrower  and all of Borrower's present and prior trade names.
Borrower  shall  give  Silicon 30 days' prior written notice before changing its
name or doing business under any other name.  Borrower has complied, and will in
the  future  comply,  with  all laws relating to the conduct of business under a
fictitious  business  name.

  3.3  PLACE  OF  BUSINESS; LOCATION OF COLLATERAL. The address set forth in the
heading  to  this  Agreement is Borrower's chief executive office.  In addition,
Borrower  has places of business and Collateral is located only at the locations
set  forth  on  the Schedule.  Borrower will give Silicon at least 30 days prior
written  notice  before  opening  any additional place of business, changing its
chief executive office, or moving any of the Collateral to a location other than
Borrower's  Address  or  one  of  the  locations  set  forth  on  the Schedule*.

  *EXCEPT  FOR  DEMONSTRATIONS  OF  INVENTORY IN THE ORDINARY COURSE OF BUSINESS

  3.4  TITLE  TO COLLATERAL; PERMITTED LIENS. * Borrower is now, and will at all
times  in  the future be, the sole owner of all the Collateral, except for items
of  Equipment  which  are  leased  by  Borrower.  The Collateral now is and will
remain  free  and  clear  of  any  and  all  liens, charges, security interests,
encumbrances  and  adverse claims, except for Permitted Liens.  Silicon now has,
and  will  continue to have, a first-priority perfected and enforceable security
interest  in  all  of  the  Collateral, subject only to the Permitted Liens, and
Borrower  will at all times defend Silicon and the Collateral against all claims
of  others.  None  of  the  Collateral  now  is  or  will be affixed to any real
property  in  such  a  manner,  or  with  such intent, as to become a fixture**.
Borrower  is  not  and  will  not  become a lessee under any real property lease
pursuant  to which the lessor may obtain any rights in any of the Collateral and
no  such  lease  now prohibits, restrains, impairs or will prohibit, restrain or
impair  Borrower's  right  to  remove  any  Collateral from the leased premises.
Whenever any Collateral is


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located  upon  premises  in  which  any  third party has an interest (whether as
owner,  mortgagee,  beneficiary  under  a  deed  of  trust,  lien or otherwise),
Borrower  shall,  whenever  requested  by Silicon, use its best efforts to cause
such  third  party  to  execute  and  deliver  to Silicon, in form acceptable to
Silicon,  such  waivers  and  subordinations  as Silicon shall specify, so as to
ensure  that  Silicon's  rights  in the Collateral are, and will continue to be,
superior to the rights of any such third party. Borrower will keep in full force
and  effect,  and  will comply with all the terms of, any lease of real property
where  any  of  the  Collateral  now  or  in  the  future  may  be  located.

  *EXCEPT  AS  OTHERWISE  PERMITTED  BY  THIS  AGREEMENT,

  **EXCEPT  FOR  CUSTOMARY  LEASEHOLD  IMPROVEMENTS

  3.5  MAINTENANCE  OF COLLATERAL. Borrower will maintain the Collateral in good
working  condition,  and  Borrower  will not use the Collateral for any unlawful
purpose.  Borrower  will  immediately  advise Silicon in writing of any material
loss  or  damage  to  the  Collateral.

  3.6 BOOKS AND RECORDS. Borrower has maintained and will maintain at Borrower's
Address complete and accurate books and records, comprising an accounting system
in  accordance  with  generally  accepted  accounting  principles.

  3.7  FINANCIAL CONDITION, STATEMENTS AND REPORTS. All financial statements now
or  in  the  future  delivered  to  Silicon  have been, and will be, prepared in
conformity  with  generally  accepted  accounting  principles and now and in the
future  will  completely  and  accurately  reflect  the  financial  condition of
Borrower,  at  the  times  and for the periods therein stated.  Between the last
date  covered  by  any  such  statement provided to Silicon and the date hereof,
there has been no material adverse change in the financial condition or business
of  Borrower.  Borrower  is  now  and  will  continue  to  be  solvent.

  3.8  TAX  RETURNS  AND  PAYMENTS;  PENSION  CONTRIBUTIONS. Borrower has timely
filed,  and  will  timely file, all tax returns and reports required by foreign,
federal, state and local law, and Borrower has timely paid, and will timely pay,
all  foreign,  federal,  state  and  local  taxes,  assessments,  deposits  and
contributions  now  or  in  the future owed by Borrower.  Borrower may, however,
defer  payment  of any contested taxes, provided that Borrower (i) in good faith
contests  Borrower's  obligation  to  pay  the  taxes by appropriate proceedings
promptly  and  diligently  instituted  and  conducted,  (ii) notifies Silicon in
writing  of  the  commencement  of,  and  any  material  development  in,  the
proceedings, and (iii) posts bonds or takes any other steps required to keep the
contested  taxes  from  becoming a lien upon any of the Collateral.  Borrower is
unaware  of  any  claims or adjustments proposed for any of Borrower's prior tax
years  which  could  result  in  additional  taxes  becoming  due and payable by
Borrower.  Borrower has paid, and shall continue to pay all amounts necessary to
fund  all  present  and future pension, profit sharing and deferred compensation
plans in accordance with their terms, and Borrower has not and will not withdraw
from  participation in, permit partial or complete termination of, or permit the
occurrence  of any other event with respect to, any such plan which could result
in  any  liability  of  Borrower, including any liability to the Pension Benefit
Guaranty  Corporation  or  its  successors  or  any  other  governmental agency.
Borrower shall, at all times, utilize the services of an outside payroll service
providing  for  the  automatic deposit of all payroll taxes payable by Borrower.

  3.9  COMPLIANCE  WITH  LAW.  *  Borrower has complied, and will comply, in all
material  respects, with all provisions of all foreign, federal, state and local
laws  and regulations relating to Borrower, including, but not limited to, those
relating  to  Borrower's ownership of real or personal property, the conduct and
licensing  of  Borrower's  business,  and  all  environmental  matters.

  *TO  THE  BEST  OF  ITS  KNOWLEDGE,

  3.10 LITIGATION. Except as disclosed in the Schedule, there is no claim, suit,
litigation,  proceeding  or  investigation  pending  or  (to  best of Borrower's
knowledge) threatened by or against or affecting Borrower in any court or before
any  governmental  agency  (or any basis therefor known to Borrower) which * may
result, either separately or in the aggregate, in any material adverse change in
the  financial  condition or business of Borrower, or in any material impairment
in  the  ability  of Borrower to carry on its business in substantially the same
manner  as  it is now being conducted.  Borrower will promptly inform Silicon in
writing  of  any  claim,  proceeding,  litigation or investigation in the future
threatened  or  instituted  by or against Borrower involving any single claim of
$50,000  or  more,  or  involving  $100,000  or  more  in  the  aggregate.

  *COULD  BE  REASONABLY  EXPECTED  TO

  3.11  USE  OF  PROCEEDS.  All  proceeds  of all Loans shall be used solely for
lawful  business  purposes.  Borrower  is not purchasing or carrying any "margin
stock"  (as  defined  in  Regulation  U of the Board of Governors of the Federal
Reserve System) and no part of the proceeds of any Loan will be used to purchase
or  carry  any  "margin  stock" or to extend credit to others for the purpose of
purchasing  or  carrying  any  "margin  stock."

                                4. RECEIVABLES.

  4.1  REPRESENTATIONS  RELATING  TO  RECEIVABLES.  Borrower  represents  and
warrants to Silicon as follows:  Each Receivable with respect to which Loans are
requested  by  Borrower  shall, on the date each Loan is requested and made, (i)
represent  an  undisputed  bona  fide  existing  unconditional obligation of the
Account  Debtor  created  by  the sale, delivery, and acceptance of goods or the
rendition  of  services  in  the  ordinary  course  of  Borrower's business, and

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(ii)  meet  the  Minimum  Eligibility Requirements set forth in Section 8 below.

  4.2  REPRESENTATIONS  RELATING  TO  DOCUMENTS  AND  LEGAL COMPLIANCE. Borrower
represents  and  warrants  to  Silicon  as follows:  All statements made and all
unpaid  balances  appearing  in  all  invoices,  instruments and other documents
evidencing  the  Receivables  are  and  shall  be  true and correct and all such
invoices,  instruments  and  other  documents  and  all  of Borrower's books and
records  are  and  shall be genuine and in all respects what they purport to be,
and  all signatories and endorsers have the capacity to contract.  All sales and
other  transactions  underlying  or  giving  rise to each Receivable shall fully
comply  with  all  applicable  laws and governmental rules and regulations.  All
signatures  and  endorsements  on  all  documents,  instruments,  and agreements
relating  to  all  Receivables are and shall be genuine, and all such documents,
instruments  and  agreements  are and shall be legally enforceable in accordance
with  their  terms.

  4.3 SCHEDULES AND DOCUMENTS RELATING TO RECEIVABLES. Borrower shall deliver to
Silicon  transaction reports and loan requests, schedules and assignments of all
Receivables,  and  schedules  of  collections,  all on Silicon's standard forms;
provided, however, that Borrower's failure to execute and deliver the same shall
not  affect  or  limit  Silicon's  security  interest and other rights in all of
Borrower's Receivables, nor shall Silicon's failure to advance or lend against a
specific Receivable affect or limit Silicon's security interest and other rights
therein.  Loan  requests  received  after  12:00  Noon will not be considered by
Silicon  until  the  next  Business  Day.  Together  with each such schedule and
assignment,  or  later  if  requested by Silicon, Borrower shall furnish Silicon
with  copies  (or,  at  Silicon's  request, originals) of all contracts, orders,
invoices,  and  other similar documents, and all original shipping instructions,
delivery  receipts,  bills  of  lading,  and other evidence of delivery, for any
goods  the  sale  or  disposition  of  which  gave rise to such Receivables, and
Borrower  warrants the genuineness of all of the foregoing.  Borrower shall also
furnish to Silicon an aged accounts receivable trial balance in such form and at
such  intervals  as Silicon shall  request.  In addition, Borrower shall deliver
to Silicon the originals of all instruments, chattel paper, security agreements,
guarantees  and  other  documents  and  property  evidencing  or  securing  any
Receivables,  immediately upon receipt thereof and in the same form as received,
with  all necessary indorsements, all of which shall be with recourse.  Borrower
shall also provide Silicon with copies of all credit memos within two days after
the  date  issued.

  4.4  COLLECTION  OF  RECEIVABLES. Borrower shall have the right to collect all
Receivables,  unless  and  until a Default or an Event of Default has occurred*.
Borrower  shall  hold all payments on, and proceeds of, Receivables in trust for
Silicon,  and  Borrower shall immediately deliver all such payments and proceeds
to  Silicon in their original form, duly endorsed in blank, to be applied to the
Obligations  in  such  order  as  Silicon  shall determine.  Silicon may, in its
discretion,  require  that  all  proceeds of Collateral be deposited by Borrower
into  a lockbox account, or such other "blocked account" as Silicon may specify,
pursuant  to  a  blocked  account agreement in such form as Silicon may specify.
**Silicon  or  its  designee  may,  at any time, notify Account Debtors that the
Receivables  have  been  assigned  to  Silicon.

  *AND  IS  CONTINUING

  **AFTER  THE OCCURRENCE AND DURING THE CONTINUANCE OF A DEFAULT OR AN EVENT OF
DEFAULT

  4.5.  REMITTANCE OF PROCEEDS. All proceeds arising from the disposition of any
Collateral  shall  be delivered, in kind, by Borrower to Silicon in the original
form  in  which  received  by Borrower not later than the following Business Day
after  receipt  by  Borrower,  to be applied to the Obligations in such order as
Silicon  shall  determine;  provided that, if no Default or Event of Default has
occurred*,  Borrower  shall not be obligated to remit to Silicon the proceeds of
the sale of worn out or obsolete equipment disposed of by Borrower in good faith
in  an  arm's  length  transaction for an aggregate purchase price of $25,000 or
less  (for  all  such transactions in any fiscal year).  Borrower agrees that it
will  not commingle proceeds of Collateral with any of Borrower's other funds or
property,  but  will hold such proceeds separate and apart from such other funds
and  property  and  in  an  express  trust for Silicon.  Nothing in this Section
limits the restrictions on disposition of Collateral set forth elsewhere in this
Agreement.

  *AND  IS  CONTINUING

  4.6 DISPUTES. Borrower shall notify Silicon promptly of all disputes or claims
relating  to Receivables.  Borrower shall not forgive (completely or partially),
compromise  or  settle any Receivable for less than payment in full, or agree to
do  any  of  the  foregoing,  except that Borrower may do so, provided that: (i)
Borrower  does  so  in  good  faith, in a commercially reasonable manner, in the
ordinary  course  of  business,  and  in  arm's  length  transactions, which are
reported  to Silicon on the regular reports provided to Silicon; (ii) no Default
or  Event  of  Default  has  occurred  and  is continuing; and (iii) taking into
account  all  such  discounts settlements and forgiveness, the total outstanding
Loans  will  not  exceed  the  Credit Limit.  Silicon may, at any time after the
occurrence  *  of  an  Event  of  Default,  settle  or adjust disputes or claims
directly with Account Debtors for amounts and upon terms which Silicon considers
advisable  in  its  reasonable  credit judgment and, in all cases, Silicon shall
credit  Borrower's Loan account with only the net amounts received by Silicon in
payment  of  any  Receivables.

  *AND  DURING  THE  CONTINUANCE


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  4.7  RETURNS.  Provided no Event of Default has occurred and is continuing, if
any  Account  Debtor returns any Inventory to Borrower in the ordinary course of
its  business,  Borrower shall promptly determine the reason for such return and
promptly  issue  a  credit  memorandum  to the Account Debtor in the appropriate
amount  (sending  a  copy to Silicon).  In the event any attempted return occurs
after  the  occurrence  *  of  any Event of Default, Borrower shall (i) hold the
returned  Inventory  in trust for Silicon, (ii) segregate all returned Inventory
from  all  of  Borrower's other property, (iii) conspicuously label the returned
Inventory  as  Silicon's  property,  and  (iv) immediately notify Silicon of the
return of any Inventory, specifying the reason for such return, the location and
condition  of  the  returned  Inventory,  and  on Silicon's request deliver such
returned  Inventory  to  Silicon.

  *AND  DURING  THE  CONTINUANCE

  4.8  VERIFICATION.  Silicon  may,  from time to time, verify directly with the
respective  Account  Debtors  the validity, amount and other matters relating to
the Receivables, by means of mail, telephone or otherwise, either in the name of
Borrower  or  Silicon  or  such  other  name  as  Silicon  may  choose.

  4.9  NO LIABILITY. Silicon shall not under any circumstances be responsible or
liable for any shortage or discrepancy in, damage to, or loss or destruction of,
any goods, the sale or other disposition of which gives rise to a Receivable, or
for  any error, act, omission, or delay of any kind occurring in the settlement,
failure  to  settle,  collection  or  failure  to collect any Receivable, or for
settling any Receivable in good faith for less than the full amount thereof, nor
shall  Silicon  be  deemed  to  be responsible for any of Borrower's obligations
under  any  contract  or  agreement giving rise to a Receivable.  Nothing herein
shall,  however,  relieve Silicon from liability for its own gross negligence or
willful  misconduct.

                        5. ADDITIONAL DUTIES OF BORROWER.

  5.1  FINANCIAL  AND  OTHER  COVENANTS.  Borrower  shall  at  all  times comply
with  the  financial  and  other  covenants  set  forth  in  the  Schedule.

  5.2  INSURANCE.  Borrower  shall,  at  all  times  insure  all of the tangible
personal  property  Collateral  and  carry  such  other business insurance, with
insurers  reasonably  acceptable to Silicon, in such form and amounts as Silicon
may reasonably require, and Borrower shall provide evidence of such insurance to
Silicon,  so  that Silicon is satisfied that such insurance is, at all times, in
full  force  and  effect.  All  such insurance policies shall name Silicon as an
additional  insured  and  loss  payee,  and  shall  contain a lenders loss payee
endorsement  in  form  reasonably  acceptable  to  Silicon.  Upon receipt of the
proceeds  of  any such insurance, Silicon shall apply such proceeds in reduction
of  the  Obligations  as  Silicon shall determine in its sole discretion, except
that,  provided  no  Default or Event of Default has occurred and is continuing,
Silicon  shall  release to Borrower insurance proceeds with respect to Equipment
totaling  less  than  $100,000,  which  shall  be  utilized  by Borrower for the
replacement  of  the Equipment with respect to which the insurance proceeds were
paid.  Silicon  may  require reasonable assurance that the insurance proceeds so
released  will  be  so  used.  If  Borrower  fails  to  provide  or  pay for any
insurance,  Silicon  may, but is not obligated to, obtain the same at Borrower's
expense.  Borrower  shall promptly deliver to Silicon copies of all reports made
to  insurance  companies.

  5.3  REPORTS. Borrower, at its expense, shall provide Silicon with the written
reports  set  forth in the Schedule, and such other written reports with respect
to  Borrower  (including  budgets,  sales projections, operating plans and other
financial documentation), as Silicon shall from time to time reasonably specify.

  5.4  ACCESS  TO COLLATERAL, BOOKS AND RECORDS. At reasonable times, and on one
Business  Day's  notice, Silicon, or its agents, shall have the right to inspect
the  Collateral,  and  the right to audit and copy Borrower's books and records.
Silicon  shall  take  reasonable  steps  to  keep  confidential  all information
obtained  in  any such inspection or audit*, but Silicon shall have the right to
disclose  any  such  information  to  its  auditors,  regulatory  agencies,  and
attorneys,  and  pursuant to any subpoena or other legal process.  The foregoing
inspections  and  audits  shall be at Borrower's expense and the charge therefor
shall  be  $700  per  person  per  day (or such higher amount as shall represent
Silicon's  then  current  standard  charge for the same), plus reasonable out of
pocket expenses.  Borrower will not enter into any agreement with any accounting
firm,  service bureau or third party to store Borrower's books or records at any
location  other  than  Borrower's  Address,  without  first  obtaining Silicon's
written  consent,  which  may  be conditioned upon such accounting firm, service
bureau  or  other  third  party  agreeing  to  give Silicon the same rights with
respect  to  access to books and records and related rights as Silicon has under
this  Loan  Agreement.  **Borrower  waives  the benefit of any accountant-client
privilege  or other evidentiary privilege precluding or limiting the disclosure,
divulgence  or  delivery  of  any of its books and records (except that Borrower
does  not  waive  any  attorney-client  privilege).

  *EQUIVALENT  TO  THOSE  STEPS  IT  TAKES  TO  SAFEGUARD  ITS  OWN CONFIDENTIAL
FINANCIAL  INFORMATION

  **WITH  RESPECT  TO  SILICON,

  5.5  NEGATIVE  COVENANTS. Except as may be permitted in the Schedule, Borrower
shall  not,  without  Silicon's  prior written consent, do any of the following:
(i)  merge  or consolidate with another corporation or entity*; (ii) acquire any
assets,  except  in  the  ordinary  course  of  business**;  (iii)


                                       67
<PAGE>
enter  into  any  other  transaction outside the ordinary course of business***;
(iv)  sell or transfer any Collateral, except for the sale of finished Inventory
in  the  ordinary  course  of  Borrower's  business,  and except for the sale of
obsolete or unneeded Equipment in the ordinary course of business****; (v) store
any  Inventory  or  other Collateral with any warehouseman or other third party;
(vi)  sell  any  Inventory on a sale-or-return, guaranteed sale, consignment, or
other  contingent  basis;  (vii)  make  any loans of any money or other assets ;
(viii)  incur  any  debts,  outside the ordinary course of business, which would
have  a  material, adverse effect on Borrower or on the prospect of repayment of
the  Obligations;  (ix) guarantee or otherwise become liable with respect to the
obligations  of  another  party  or entity ; (x) pay or declare any dividends on
Borrower's  stock  (except  for  dividends payable solely in stock of Borrower);
(xi)  redeem, retire, purchase or otherwise acquire, directly or indirectly, any
of Borrower's stock; (xii) make any change in Borrower's capital structure which
would have a material adverse effect on Borrower or on the prospect of repayment
of  the  Obligations;  or  (xiii)  or  (xiv)  dissolve  or  elect  to  dissolve.
Transactions  permitted  by  the  foregoing  provisions of this Section are only
permitted  if  no  Default  or  Event of Default would occur as a result of such
transaction.

  *  PROVIDED,  HOWEVER,  THAT A SUBSIDIARY OF BORROWER MAY MERGE OR CONSOLIDATE
INTO  ANOTHER  SUBSIDIARY  OF  BORROWER  OR  INTO  BORROWER

  **PROVIDED,  HOWEVER,  THAT  BORROWER MAY ACQUIRE INTELLECTUAL PROPERTY ASSETS
FROM  BORROWER'S  SUBSIDIARIES  AND ENTER INTO NON-EXCLUSIVE SERVICES AGREEMENTS
WITH  BORROWER'S  SUBSIDIARIES  RELATING  THERETO

  ***  EXCEPT  AS  OTHERWISE  PERMITTED  BY  OTHER PROVISIONS OF THIS AGREEMENT;

  ****  AND  EXCEPT  FOR  THE  ISSUANCE  OF  NON-EXCLUSIVE  LICENSES AND SIMILAR
NON-EXCLUSIVE  ARRANGEMENTS  FOR  THE  USE  OF  PROPERTY  OF  BORROWER

  +  EXCEPT:  (A)  LOANS  EXISTING  AS  OF THE DATE HEREOF THAT ARE SHOWN ON THE
SCHEDULE;  AND  (B)  LOANS  CONSISTING  OF  (1)  TRAVEL  ADVANCES  AND  EMPLOYEE
RELOCATION LOANS AND OTHER EMPLOYEE LOANS AND ADVANCES IN THE ORDINARY COURSE OF
BUSINESS;  AND (2) LOANS TO EMPLOYEES, OFFICERS OR DIRECTORS FOR THE PURCHASE OF
EQUITY  SECURITIES  OF  BORROWER  PURSUANT  TO  EMPLOYEE STOCK PURCHASE PLANS OR
AGREEMENTS  APPROVED  BY  THE  BORROWER'S  BOARD  OF  DIRECTORS;  AND  (C)  DEBT
OBLIGATIONS  RECEIVED  IN  CONNECTION  WITH  THE BANKRUPTCY OR REORGANIZATION OF
CUSTOMERS OR SUPPLIERS AND IN SETTLEMENT OF DELINQUENT OBLIGATIONS OF, AND OTHER
DISPUTES WITH, CUSTOMERS OR SUPPLIERS IN THE ORDINARY COURSE OF BUSINESS AND (D)
DEBT  OBLIGATIONS  CONSISTING  OF  NOTES RECEIVABLE OF, OR PREPAID ROYALTIES AND
OTHER  CREDIT  EXTENSIONS  TO, CUSTOMERS WHO ARE NOT AFFILIATES, IN THE ORDINARY
COURSE  OF  BUSINESS

  ++  EXCEPT  FOR  EXISTING  GUARANTIES  OF  THE  OBLIGATIONS  OF THE BORROWER'S
WHOLLY-OWNED  SUBSIDIARIES

  5.6  LITIGATION  COOPERATION.  Should  any  third-party  suit or proceeding be
instituted by or against Silicon with respect to any Collateral or in any manner
relating to Borrower, Borrower shall, without expense to Silicon, make available
Borrower  and  its  officers,  employees  and  agents  and  Borrower's books and
records,  to the extent that Silicon may deem them reasonably necessary in order
to  prosecute  or  defend  any  such  suit  or  proceeding.

  5.7  FURTHER  ASSURANCES.  Borrower  agrees,  at  its  expense,  on request by
Silicon,  to  execute  all  documents and take all actions, as Silicon, may deem
reasonably  necessary  or  useful  in  order  to  perfect and maintain Silicon's
perfected  security interest in the Collateral, and in order to fully consummate
the  transactions  contemplated  by  this  Agreement.

                                    6. TERM.

  6.1  MATURITY  DATE.  This  Agreement  shall  continue  in  effect  until  the
maturity  date  set  forth  on  the  Schedule  (the "Maturity Date"), subject to
Section  6.3  below.

  6.2  EARLY TERMINATION. This Agreement may be terminated prior to the Maturity
Date  as  follows:  (i) by Borrower, effective three Business Days after written
notice  of termination is given to Silicon; or (ii) by Silicon at any time after
the  occurrence * of an Event of Default, without notice, effective immediately.
If  this  Agreement  is  terminated by Borrower or by Silicon under this Section
6.2,  Borrower  shall pay to Silicon a termination fee in an amount equal to **,
provided  that  no  termination  fee  shall  be  charged  if the credit facility
hereunder  is  replaced  with  a  new  facility from another division of Silicon
Valley Bank.  The termination fee shall be due and payable on the effective date
of termination and thereafter shall bear interest at a rate equal to the highest
rate  applicable  to  any  of  the  Obligations.

  *AND  DURING  THE  CONTINUANCE

  **ONE  PERCENT  (1%) OF THE OVERALL CREDIT LIMIT (AS DEFINED IN THE SCHEDULE),
PROVIDED  THAT THE TOTAL TERMINATION FEE UNDER THIS LOAN AGREEMENT AND UNDER THE
EXIM  AGREEMENT  (AS  DEFINED IN THE SCHEDULE) SHALL NOT EXCEED ONE PERCENT (1%)
OF  THE  OVERALL  CREDIT  LIMIT,  AND


                                       68
<PAGE>
  6.3  PAYMENT  OF OBLIGATIONS. On the Maturity Date or on any earlier effective
date  of  termination,  Borrower  shall pay and perform in full all Obligations,
whether  evidenced  by installment notes or otherwise, and whether or not all or
any  part  of  such  Obligations  are  otherwise  then due and payable.  Without
limiting  the  generality  of the foregoing, if on the Maturity Date,  or on any
earlier  effective  date  of  termination,  there are any outstanding Letters of
Credit  issued  by  Silicon  or  issued  by  another  institution  based upon an
application,  guarantee,  indemnity or similar agreement on the part of Silicon,
then on such date Borrower shall provide to Silicon cash collateral in an amount
equal  to  the face amount of all such Letters of Credit plus all interest, fees
and  cost  due  or  to  become due in connection therewith, to secure all of the
Obligations  relating  to  said  Letters  of  Credit, pursuant to Silicon's then
standard  form  cash  pledge agreement.  Notwithstanding any termination of this
Agreement,  all of Silicon's security interests in all of the Collateral and all
of  the  terms and provisions of this Agreement shall continue in full force and
effect  until  all  Obligations  have  been paid and performed in full; provided
that,  without  limiting  the  fact  that Loans are subject to the discretion of
Silicon,  Silicon  may, in its sole discretion, refuse to make any further Loans
after  termination.  No  termination shall in any way affect or impair any right
or  remedy  of  Silicon,  nor shall any such termination relieve Borrower of any
Obligation to Silicon, until all of the Obligations have been paid and performed
in  full.  Upon  payment  and  performance  in  full  of all the Obligations and
termination  of  this  Agreement,  Silicon  shall  promptly  deliver to Borrower
termination  statements,  requests for reconveyances and such other documents as
may  be  required  to  fully  terminate  Silicon's  security  interests.

                       7.  EVENTS OF DEFAULT AND REMEDIES.

  7.1  EVENTS  OF  DEFAULT.  The  occurrence  of  any  of  the  following events
shall  constitute an "Event of Default" under this Agreement, and Borrower shall
give Silicon immediate written notice thereof: (a) Any warranty, representation,
statement, report or certificate made or delivered to Silicon by Borrower or any
of  Borrower's  officers,  employees  or  agents, now or in the future, shall be
untrue  or  misleading  in a material respect; or (b) Borrower shall fail to pay
when  due  any Loan or any interest thereon or any other monetary Obligation; or
(c)  the  total Loans and other Obligations outstanding at any time shall exceed
the  Credit  Limit  *;  or  (d)  Borrower  shall  fail to comply with any of the
financial covenants set forth in the Schedule or shall fail to perform any other
non-monetary  Obligation  which  by  its nature cannot be cured; or (e) Borrower
shall  fail  to  perform any other non-monetary Obligation, which failure is not
cured  within  5  Business Days after the date due; or (f) any levy, assessment,
attachment,  seizure,  lien or encumbrance (other than a Permitted Lien) is made
on all or any part of the Collateral which is not cured within 10 days after the
occurrence  of the same; or (g) any default or event of default occurs under any
obligation secured by a Permitted Lien, which is not cured within any applicable
cure  period  or  waived  in writing by the holder of the Permitted Lien; or (h)
Borrower  breaches  any  material  contract  or  obligation,  which  has  or may
reasonably  be expected to have a material adverse effect on Borrower's business
or financial condition; or (i) Dissolution, termination of existence, insolvency
or  business  failure  of  Borrower;  or  appointment  of a receiver, trustee or
custodian, for all or any part of the property of, assignment for the benefit of
creditors  by,  or  the  commencement  of  any  proceeding by Borrower under any
reorganization,  bankruptcy,  insolvency,  arrangement,  readjustment  of  debt,
dissolution  or  liquidation  law  or statute of any jurisdiction, now or in the
future  in effect; or (j) the commencement of any proceeding against Borrower or
any  guarantor  of  any of the Obligations under any reorganization, bankruptcy,
insolvency, arrangement, readjustment of debt, dissolution or liquidation law or
statute  of any jurisdiction, now or in the future in effect, which is not cured
by  the  dismissal  thereof  within  ** 30 days after the date commenced; or (k)
revocation  or  termination  of,  or limitation or denial of liability upon, any
guaranty  of  the  Obligations  or  any  attempt  to do any of the foregoing, or
commencement of proceedings by any guarantor of any of the Obligations under any
bankruptcy or insolvency law; or (l) revocation or termination of, or limitation
or  denial  of  liability  upon,  any  pledge  of  any  certificate  of deposit,
securities  or other property or asset of any kind pledged by any third party to
secure any or all of the Obligations, or any attempt to do any of the foregoing,
or  commencement  of  proceedings  by  or against any such third party under any
bankruptcy  or  insolvency  law; or (m) Borrower makes any payment on account of
any  indebtedness  or  obligation which has been subordinated to the Obligations
other  than  as  permitted  in the applicable subordination agreement, or if any
Person  who  has  subordinated such indebtedness or obligations terminates or in
any  way  limits  his subordination agreement; or (n) ***  or (o) Borrower shall
generally  not  pay  its  debts  as  they become due, or Borrower shall conceal,
remove  or  transfer  any  part of its property, with intent to hinder, delay or
defraud  its  creditors,  or  make or suffer any transfer of any of its property
which  may  be fraudulent under any bankruptcy, fraudulent conveyance or similar
law;  or  (p) there shall be a material adverse change in Borrower's business or
financial  condition;  or  (q)

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<PAGE>
Silicon  may  cease  making  any  Loans  hereunder  during any of the above cure
periods,  and  thereafter  if  an  Event  of  Default  has  occurred****.

  *PROVIDED  THAT IF AN OVERADVANCE RESULTS DIRECTLY FROM A CHANGE BY SILICON OF
EITHER  THE  AMOUNT OF RESERVES OR OF THE MINIMUM ELIGIBILITY REQUIREMENTS, THEN
BORROWER  SHALL  HAVE  FIVE  BUSINESS  DAYS  TO  CURE  SUCH  OVERADVANCE

  **45

  ***WITHOUT  SILICON'S PRIOR WRITTEN CONSENT, (1) 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 13D-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 BORROWER ENTITLED TO VOTE IN
THE  ELECTION  OF  DIRECTORS,  OR  (2) A MAJORITY OF THE MEMBERS OF THE BOARD OF
DIRECTORS  OF  A  BORROWER  SHALL  NOT  CONSTITUTE  CONTINUING  DIRECTORS

  ****AND  IS  CONTINUING

  7.2  REMEDIES.  Upon  the  occurrence of any Event of Default, and at any time
thereafter*,  Silicon,  at  its option, and without notice or demand of any kind
(all  of  which are hereby expressly waived by Borrower), may do any one or more
of  the  following:  (a)  Cease  making  Loans  or otherwise extending credit to
Borrower under this Agreement or any other document or agreement; (b) Accelerate
and  declare  all or any part of the Obligations to be immediately due, payable,
and performable, notwithstanding any deferred or installment payments allowed by
any  instrument evidencing or relating to any Obligation; (c) Take possession of
any  or  all  of  the  Collateral wherever it may be found, and for that purpose
Borrower hereby authorizes Silicon without judicial process to enter onto any of
Borrower's  premises  without  interference  to  search for, take possession of,
keep,  store,  or  remove  any  of the Collateral, and remain on the premises or
cause  a  custodian  to  remain  on  the  premises in exclusive control thereof,
without  charge for so long as Silicon deems it reasonably necessary in order to
complete  the  enforcement  of  its  rights  under  this  Agreement or any other
agreement; provided, however, that should Silicon seek to take possession of any
of  the Collateral by Court process, Borrower hereby irrevocably waives: (i) any
bond  and any surety or security relating thereto required by any statute, court
rule  or  otherwise  as  an  incident  to  such  possession; (ii) any demand for
possession prior to the commencement of any suit or action to recover possession
thereof;  and  (iii)  any requirement that Silicon retain possession of, and not
dispose of, any such Collateral until after trial or final judgment; (d) Require
Borrower  to  assemble  any  or  all  of the Collateral and make it available to
Silicon  at  places  designated  by  Silicon  which are reasonably convenient to
Silicon  and Borrower, and to remove the Collateral to such locations as Silicon
may  deem advisable; (e) Complete the processing, manufacturing or repair of any
Collateral  prior  to  a  disposition  thereof and, for such purpose and for the
purpose  of  removal,  Silicon  shall have the right to use Borrower's premises,
vehicles,  hoists,  lifts,  cranes,  equipment  and  all  other property without
charge;  (f)  Sell,  lease or otherwise dispose of any of the Collateral, in its
condition  at  the  time  Silicon  obtains  possession  of  it  or after further
manufacturing, processing or repair, at one or more public and/or private sales,
in  lots  or in bulk, for cash, exchange or other property, or on credit, and to
adjourn  any  such  sale  from  time  to  time  without  notice  other than oral
announcement  at  the  time scheduled for sale.  Silicon shall have the right to
conduct such disposition on Borrower's premises without charge, for such time or
times  as  Silicon  deems reasonable, or on Silicon's premises, or elsewhere and
the  Collateral  need  not  be located at the place of disposition.  Silicon may
directly  or  through any affiliated company purchase or lease any Collateral at
any  such  public  disposition,  and if permissible under applicable law, at any
private  disposition.  Any  sale  or  other  disposition of Collateral shall not
relieve  Borrower  of  any  liability  Borrower  may  have  if any Collateral is
defective  as  to  title or physical condition or otherwise at the time of sale;
(g)  Demand  payment  of,  and  collect  any Receivables and General Intangibles
comprising  Collateral  and,  in  connection  therewith,  Borrower  irrevocably
authorizes  Silicon  to  endorse  or  sign  Borrower's  name on all collections,
receipts,  instruments  and other documents, to take possession of and open mail
addressed  to  Borrower  and  remove therefrom payments made with respect to any
item  of  the Collateral or proceeds thereof, and, in Silicon's sole discretion,
to grant extensions of time to pay, compromise claims and settle Receivables and
the  like  for  less  than  face  value;  (h)  Offset against any sums in any of
Borrower's  general,  special  or  other  Deposit Accounts with Silicon; and (i)
Demand  and receive possession of any of Borrower's federal and state income tax
returns  and  the  books  and  records  utilized  in  the preparation thereof or
referring thereto.  All reasonable attorneys' fees, expenses, costs, liabilities
and obligations incurred by Silicon with respect to the foregoing shall be added
to  and  become  part of the Obligations, shall be due on demand, and shall bear
interest  at  a rate equal to the highest interest rate applicable to any of the
Obligations.  Without  limiting  any  of Silicon's rights and remedies, from and
after the occurrence of any Event of Default **, the interest rate applicable to
the  Obligations  shall  be  increased  by an additional four percent per annum.

  *  DURING  THE  CONTINUANCE  THEREOF

  **  AND  DURING  THE  CONTINUANCE  THEREOF


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<PAGE>
  7.3  STANDARDS FOR DETERMINING COMMERCIAL REASONABLENESS. Borrower and Silicon
agree  that a sale or other disposition (collectively, "sale") of any Collateral
which  complies  with  the following standards will conclusively be deemed to be
commercially  reasonable:  (i)  Notice of the sale is given to Borrower at least
seven  days  prior to the sale, and, in the case of a public sale, notice of the
sale  is published at least seven days before the sale in a newspaper of general
circulation  in the county where the sale is to be conducted; (ii) Notice of the
sale  describes the collateral in general, non-specific terms; (iii) The sale is
conducted at a place designated by Silicon, with or without the Collateral being
present;  (iv)  The  sale  commences at any time between 8:00 a.m. and 6:00 p.m;
(v) Payment of the purchase price in cash or by cashier's check or wire transfer
is required; (vi) With respect to any sale of any of the Collateral, Silicon may
(but is not obligated to) direct any prospective purchaser to ascertain directly
from  Borrower  any  and  all information concerning the same.  Silicon shall be
free  to  employ  other  methods  of noticing and selling the Collateral, in its
discretion,  if  they  are  commercially  reasonable.

  7.4  POWER OF ATTORNEY. Upon the occurrence * of any Event of Default, without
limiting  Silicon's  other  rights  and  remedies, Borrower grants to Silicon an
irrevocable  power  of  attorney  coupled  with  an  interest,  authorizing  and
permitting Silicon (acting through any of its employees, attorneys or agents) at
any  time,  at  its  option,  but  without obligation, with or without notice to
Borrower,  and  at  Borrower's  expense,  to  do any or all of the following, in
Borrower's  name  or  otherwise,  but  Silicon  agrees to exercise the following
powers  in  a commercially reasonable manner:  (a) Execute on behalf of Borrower
any  documents that Silicon may, in its sole discretion, deem advisable in order
to  perfect  and  maintain  Silicon's security interest in the Collateral, or in
order  to  exercise  a  right  of  Borrower  or  Silicon,  or  in order to fully
consummate all the transactions contemplated under this Agreement, and all other
present  and  future  agreements; (b) Execute on behalf of Borrower any document
exercising,  transferring or assigning any option to purchase, sell or otherwise
dispose of or to lease (as lessor or lessee) any real or personal property which
is part of Silicon's Collateral or in which Silicon has an interest; (c) Execute
on  behalf  of  Borrower,  any  invoices  relating  to any Receivable, any draft
against  any  Account  Debtor and any notice to any Account Debtor, any proof of
claim  in  bankruptcy, any Notice of Lien, claim of mechanic's, materialman's or
other  lien, or assignment or satisfaction of mechanic's, materialman's or other
lien; (d) Take control in any manner of any cash or non-cash items of payment or
proceeds  of  Collateral;  endorse the name of Borrower upon any instruments, or
documents,  evidence  of  payment  or  Collateral  that  may come into Silicon's
possession;  (e)  Endorse  all checks and other forms of remittances received by
Silicon;  (f)  Pay,  contest  or  settle any lien, charge, encumbrance, security
interest and adverse claim in or to any of the Collateral, or any judgment based
thereon,  or  otherwise  take any action to terminate or discharge the same; (g)
Grant  extensions  of  time to pay, compromise claims and settle Receivables and
General  Intangibles for less than face value and execute all releases and other
documents  in  connection  therewith;  (h)  Pay  any sums required on account of
Borrower's  taxes  or  to secure the release of any liens therefor, or both; (i)
Settle and adjust, and give releases of, any insurance claim that relates to any
of  the  Collateral  and  obtain  payment therefor; (j) Instruct any third party
having  custody or control of any books or records belonging to, or relating to,
Borrower to give Silicon the same rights of access and other rights with respect
thereto  as Silicon has under this Agreement; and (k) Take any action or pay any
sum  required  of  Borrower  pursuant to this Agreement and any other present or
future  agreements.  Any and all reasonable sums paid and any and all reasonable
costs,  expenses,  liabilities,  obligations  and  attorneys'  fees  incurred by
Silicon  with  respect to the foregoing shall be added to and become part of the
Obligations, shall be payable on demand, and shall bear interest at a rate equal
to  the highest interest rate applicable to any of the Obligations.  In no event
shall Silicon's rights under the foregoing power of attorney or any of Silicon's
other  rights  under  this  Agreement  be  deemed to indicate that Silicon is in
control  of  the  business,  management  or  properties  of  Borrower.

  *AND  DURING  THE  CONTINUANCE

  7.5  APPLICATION  OF PROCEEDS. All proceeds realized as the result of any sale
of  the  Collateral  shall  be applied by Silicon first to the reasonable costs,
expenses,  liabilities,  obligations  and attorneys' fees incurred by Silicon in
the exercise of its rights under this Agreement, second to the interest due upon
any  of  the Obligations, and third to the principal of the Obligations, in such
order  as  Silicon shall determine in its sole discretion.  Any surplus shall be
paid  to  Borrower  or  other  persons  legally entitled thereto; Borrower shall
remain  liable  to  Silicon  for  any  deficiency.  If,  Silicon,  in  its  sole
discretion,  directly  or  indirectly  enters  into  a deferred payment or other
credit  transaction  with any purchaser at any sale of Collateral, Silicon shall
have  the  option,  exercisable  at  any time, in its sole discretion, of either
reducing  the Obligations by the principal amount of purchase price or deferring
the reduction of the Obligations until the actual receipt by Silicon of the cash
therefor.

  7.6  REMEDIES  CUMULATIVE. In addition to the rights and remedies set forth in
this  Agreement, Silicon shall have all the other rights and remedies accorded a
secured  party  under the California Uniform Commercial Code and under all other
applicable  laws,  and  under  any  other  instrument or agreement now or in the
future  entered  into  between  Silicon and Borrower, and all of such rights and
remedies  are cumulative and none is exclusive.  Exercise or partial exercise by
Silicon  of  one  or  more  of  its  rights  or  remedies shall not be deemed an
election,  nor  bar  Silicon from subsequent exercise or partial exercise of any


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<PAGE>
other  rights  or  remedies.  The  failure  or  delay of Silicon to exercise any
rights  or  remedies  shall  not operate as a waiver thereof, but all rights and
remedies  shall  continue  in full force and effect until all of the Obligations
have  been  fully  paid  and  performed.

    8. DEFINITIONS. AS USED IN THIS AGREEMENT, THE FOLLOWING TERMS HAVE THE
       FOLLOWING MEANINGS:

  "Account  Debtor"  means  the  obligor  on  a  Receivable.
   --------------

  "Affiliate"  means,  with  respect  to  any  Person,  a  relative,  partner,
   ---------
shareholder,  director,  officer,  or  employee of such Person, or any parent or
subsidiary  of  such  Person,  or any Person controlling, controlled by or under
common  control  with  such  Person.

  "Business  Day"  means  a  day  on  which  Silicon  is  open  for  business.
   -------------

  "Code" means the Uniform Commercial Code as adopted and in effect in the State
   ----
of  California  from  time  to  time.

  "Collateral"  has  the  meaning  set  forth  in  Section  2.1  above.  *
   ----------

  *"CONTINUING  DIRECTOR" MEANS (A) ANY MEMBER OF THE BOARD OF DIRECTORS WHO WAS
    --------------------
A  DIRECTOR  (OR  COMPARABLE MANAGER) OF BORROWER ON THE DATE OF THIS AGREEMENT,
AND  (B) ANY INDIVIDUAL WHO BECOMES A MEMBER OF THE BOARD OF DIRECTORS AFTER THE
DATE  OF  THIS  AGREEMENT  IF  SUCH  INDIVIDUAL  WAS  APPOINTED OR NOMINATED FOR
ELECTION  TO  THE  BOARD OF DIRECTORS BY A MAJORITY OF THE CONTINUING DIRECTORS.

  "Default"  means any event which with notice or passage of time or both, would
   -------
constitute  an  Event  of  Default.

  "Deposit  Account"  has  the meaning set forth in Section 9102(a) of the Code.
   ----------------

  "Eligible  Inventory"  [NOT  APPLICABLE].
   -------------------

  "Eligible  Receivables"  means  Receivables  arising in the ordinary course of
   ---------------------
Borrower's  business  from  the  sale  of  goods or rendition of services, which
Silicon,  in its sole judgment, shall deem eligible for borrowing, based on such
considerations  as  Silicon  may  from  time  to time deem appropriate.  Without
limiting  the  fact that the determination of which Receivables are eligible for
borrowing  is  a  matter  of  Silicon's  discretion, the following (the "Minimum
                                                                         -------
Eligibility  Requirements")  are the minimum requirements for a Receivable to be
-------------------------
an  Eligible  Receivable:  (i)  the  Receivable must not be outstanding for more
than  90  days  from  its  invoice  date, (ii) the Receivable must not represent
progress  billings,  or be due under a fulfillment or requirements contract with
the  Account  Debtor,  (iii)  the  Receivable  must  not  be  subject  to  any
contingencies  (including  Receivables  arising  from  sales  on  consignment,
guaranteed  sale  or other terms pursuant to which payment by the Account Debtor
may  be  conditional)*,  (iv)  the  Receivable must not be owing from an Account
Debtor  with  whom  Borrower  has  any  dispute  (whether or not relating to the
particular  Receivable),  (v) the Receivable must not be owing from an Affiliate
of  Borrower, (vi) the Receivable must not be owing from an Account Debtor which
is  subject  to  any  insolvency  or  bankruptcy  proceeding, or whose financial
condition  is  not  acceptable  to  Silicon,  or  which,  fails or goes out of a
material  portion  of  its business, (vii) the Receivable must not be owing from
the  United  States or any department, agency or instrumentality thereof (unless
there  has  been  compliance,  to Silicon's satisfaction, with the United States
Assignment  of  Claims  Act),  (viii)  the  Receivable must not be owing from an
Account  Debtor located outside the United States or Canada (unless pre-approved
by  Silicon  in  its  discretion  in  writing,  or  backed by a letter of credit
satisfactory  to  Silicon,  or  FCIA  insured satisfactory to Silicon), (ix) the
Receivable  must  not be owing from an Account Debtor to whom Borrower is or may
be liable for goods purchased from such Account Debtor or otherwise. Receivables
owing  from  one  Account  Debtor will not be deemed Eligible Receivables to the
extent  they  exceed 25% of the total Receivables outstanding**. In addition, if
more  than  50%  of the Receivables owing from an Account Debtor are outstanding
more  than 90 days from their invoice date (without regard to unapplied credits)
or  are otherwise not eligible Receivables, then all Receivables owing from that
Account  Debtor  will be deemed ineligible for borrowing. Silicon may, from time
to  time,  in  its discretion, revise the Minimum Eligibility Requirements, upon
written  notice  to  Borrower.

  * OTHER THAN A SALE CONTINGENT ON THE SUBJECT GOODS CONFORMING WITH BORROWER'S
NORMAL  PERFORMANCE  CRITERIA  (BUT  A  RECEIVABLE  SHALL  NOT  BE  AN  ELIGIBLE
RECEIVABLE  IF  THE  SALE  OF  GOODS  GIVING  RISE THERETO DOES NOT CONFORM WITH
BORROWER'S  NORMAL  PERFORMANCE  CRITERIA)

  **PROVIDED  THAT  SAID  PERCENTAGE  SHALL BE 60% FROM THE FOLLOWING CUSTOMERS:
THOMSON  MICRO,  SAMSUNG  AMERICA,  IBM,  AMD,  MICRON, AND READ RITE; PROVIDED,
FURTHER,  THAT  SUCH  PERCENTAGE  IS SUBJECT TO ADJUSTMENT BY SILICON AFTER EACH
INSPECTION  OR  AUDIT  CONDUCTED BY SILICON OR ITS AGENTS AS PROVIDED FOR HEREIN

  "Equipment"  means all of Borrower's present and hereafter acquired machinery,
   ---------
molds, machine tools, motors, furniture, equipment, furnishings, fixtures, trade
fixtures,  motor  vehicles,  tools,  parts, dyes, jigs, goods and other tangible
personal  property  (other than Inventory) of every kind and description used in
Borrower's  operations  or  owned  by  Borrower  and  any interest in any of the


                                       72
<PAGE>
foregoing,  and  all  attachments,  accessories,  accessions,  replacements,
substitutions,  additions  or  improvements  to  any  of the foregoing, wherever
located.

  "Event  of  Default"  means any of the events set forth in Section 7.1 of this
   ------------------
Agreement.

  "General  Intangibles"  means all general intangibles of Borrower, whether now
   --------------------
owned  or  hereafter  created  or  acquired  by  Borrower,  including,  without
limitation,  all choses in action, causes of action, corporate or other business
records,  Deposit  Accounts, inventions, designs, drawings, blueprints, patents,
patent  applications,  trademarks  and  the  goodwill of the business symbolized
thereby, names, trade names, trade secrets, goodwill, copyrights, registrations,
licenses,  franchises,  customer  lists, security  and other deposits, rights in
all litigation presently or hereafter pending for any cause or claim (whether in
contract,  tort  or  otherwise),  and  all  judgments  now  or hereafter arising
therefrom,  all  claims  of Borrower against Silicon, rights to purchase or sell
real  or  personal  property,  rights  as  a  licensor  or licensee of any kind,
royalties,  telephone numbers, proprietary information, purchase orders, and all
insurance  policies and claims (including without limitation life insurance, key
man  insurance,  credit  insurance,  liability insurance, property insurance and
other  insurance),  tax  refunds and claims, computer programs, discs, tapes and
tape  files,  claims under guaranties, security interests or other security held
by  or  granted  to  Borrower,  all  rights  to  indemnification  and  all other
intangible  property  of  every  kind  and  nature  (other  than  Receivables).

  "Inventory"  means  all  of Borrower's now owned and hereafter acquired goods,
   ---------
merchandise  or other personal property, wherever located, to be furnished under
any  contract of service or held for sale or lease (including without limitation
all  raw  materials,  work in process, finished goods and goods in transit), and
all  materials  and  supplies of every kind, nature and description which are or
might  be used or consumed in Borrower's business or used in connection with the
manufacture, packing, shipping, advertising, selling or finishing of such goods,
merchandise or other personal property, and all warehouse receipts, documents of
title  and  other  documents  representing  any  of  the  foregoing.

  "Obligations"  means  all  present  and  future  Loans,  advances,  debts,
   -----------
liabilities,  obligations, guaranties, covenants, duties and indebtedness at any
time  owing  by  Borrower to Silicon, whether evidenced by this Agreement or any
note  or  other  instrument  or  document,  whether arising from an extension of
credit,  opening  of  a  letter  of credit, banker's acceptance, loan, guaranty,
indemnification  or  otherwise,  whether  direct or indirect (including, without
limitation,  those  acquired  by  assignment and any participation by Silicon in
Borrower's debts owing to others), absolute or contingent, due or to become due,
including, without limitation, all interest, charges, expenses, fees, attorney's
fees,  expert  witness  fees,  audit  fees,  letter  of  credit fees, collateral
monitoring fees, closing fees, facility fees, termination fees, minimum interest
charges  and any other sums chargeable to Borrower under this Agreement or under
any  other  present  or  future  instrument  or  agreement  between Borrower and
Silicon.

  "Permitted  Liens"  means the following: (i) purchase money security interests
   ---------------
in  specific  items  of  Equipment;  (ii) leases of specific items of Equipment;
(iii)  liens  for  taxes not yet payable; (iv) additional security interests and
liens  consented  to  in  writing  by  Silicon,  which  consent  shall  not  be
unreasonably  withheld;  (v)  security  interests being terminated substantially
concurrently  with  this  Agreement;  (vi)  liens  of  materialmen,  mechanics,
warehousemen, carriers, or other similar liens arising in the ordinary course of
business and securing obligations which are not delinquent; (vii) liens incurred
in  connection  with  the  extension, renewal or refinancing of the indebtedness
secured  by  liens  of  the  type  described above in clauses (i) or (ii) above,
provided  that  any  extension,  renewal  or  replacement lien is limited to the
property  encumbered  by  the  existing  lien  and  the  principal amount of the
indebtedness  being  extended,  renewed  or refinanced does not increase; (viii)
Liens  in  favor  of  customs  and  revenue  authorities which secure payment of
customs  duties  in  connection with the importation of goods. Silicon will have
the  right  to  require,  as  a condition to its consent under subparagraph (iv)
above,  that  the  holder  of  the  additional security interest or lien sign an
intercreditor  agreement  on  Silicon's then standard form, acknowledge that the
security  interest  is subordinate to the security interest in favor of Silicon,
and agree not to take any action to enforce its subordinate security interest so
long  as  any  Obligations  remain outstanding, and that Borrower agree that any
uncured  default  in any obligation secured by the subordinate security interest
shall  also  constitute  an  Event  of  Default  under  this  Agreement.

  "Person"  means  any  individual,  sole  proprietorship,  partnership,  joint
   ------
venture,  trust,  unincorporated  organization,  association,  corporation,
government,  or  any  agency or political division thereof, or any other entity.

  "Receivables"  means  all  of  Borrower's  now  owned  and  hereafter acquired
   -----------
accounts  (whether  or  not  earned by performance), letters of credit, contract
rights,  chattel paper, instruments, securities, securities accounts, investment
property,  documents  and  all  other  forms of obligations at any time owing to
Borrower,  all  guaranties and other security therefor, all merchandise returned
to  or  repossessed  by  Borrower, and all rights of stoppage in transit and all
other  rights  or  remedies  of  an  unpaid  vendor,  lienor  or  secured party.

  "Reserves" means, as of any date of determination, such amounts as Silicon may
   --------
from  time  to  time  establish  and revise in good faith reducing the amount of
Loans,  Letters

                                       73
<PAGE>
of  Credit and other financial accommodations which would otherwise be available
to  Borrower  under  the  lending  formula(s)  provided  in the Schedule: (a) to
reflect  events,  conditions,  contingencies  or  risks  which, as determined by
Silicon in good faith, do or may affect (i) the Collateral or any other property
which is security for the Obligations or its value (including without limitation
any  increase  in  delinquencies  of  Receivables), (ii) the assets, business or
prospects  of  Borrower  or  any  Guarantor, or (iii) the security interests and
other  rights  of  Silicon  in  the  Collateral  (including  the enforceability,
perfection  and priority thereof); or (b) to reflect Silicon's good faith belief
that any collateral report or financial information furnished by or on behalf of
Borrower  or any Guarantor to Silicon is or may have been incomplete, inaccurate
or  misleading  in any material respect; or (c) in respect of any state of facts
which  Silicon  determines in good faith constitutes an Event of Default or may,
with  notice  or  passage  of  time  or  both,  constitute  an Event of Default.

  Other  Terms.  All  accounting  terms used in this Agreement, unless otherwise
  ------------
indicated,  shall  have  the  meanings  given  to  such terms in accordance with
generally accepted accounting principles, consistently applied.  All other terms
contained in this Agreement, unless otherwise indicated, shall have the meanings
provided  by  the  Code,  to  the  extent  such  terms  are  defined  therein.

                           9.     GENERAL PROVISIONS.

  9.1  INTEREST  COMPUTATION.  In  computing  interest  on  the Obligations, all
checks, wire transfers and other items of payment received by Silicon (including
proceeds  of Receivables and payment of the Obligations in full) shall be deemed
applied  by  Silicon  on  account  of  the Obligations three Business Days after
receipt  by  Silicon  of  immediately  available funds, and, for purposes of the
foregoing,  any  such funds received after 12:00 Noon on any day shall be deemed
received  on  the next Business Day.  Silicon shall not, however, be required to
credit  Borrower's  account  for  the  amount  of  any  item of payment which is
unsatisfactory  to  Silicon  in  its  sole  discretion,  and  Silicon may charge
Borrower's  loan account for the amount of any item of payment which is returned
to  Silicon  unpaid.

  9.2  APPLICATION OF PAYMENTS. All payments with respect to the Obligations may
be  applied,  and  in  Silicon's sole discretion reversed and re-applied, to the
Obligations,  in  such  order  and manner as Silicon shall determine in its sole
discretion.

  9.3 CHARGES TO ACCOUNTS. Silicon may, in its discretion, require that Borrower
pay  monetary  Obligations in cash to Silicon, or charge them to Borrower's Loan
account,  in  which event they will bear interest at the same rate applicable to
the Loans.  Silicon may also, in its discretion, charge any monetary Obligations
to  Borrower's  Deposit  Accounts  maintained  with  Silicon.

  9.4  MONTHLY  ACCOUNTINGS.  Silicon  shall  provide  Borrower  monthly with an
account  of  advances,  charges,  expenses  and  payments  made pursuant to this
Agreement.  Such  account  shall  be  deemed  correct,  accurate  and binding on
Borrower  and  an  account  stated  (except  for  reverses and reapplications of
payments  made and corrections of errors discovered by Silicon), unless Borrower
notifies  Silicon  in  writing  to  the  contrary  within thirty days after each
account  is rendered, describing the nature of any alleged errors or admissions.

  9.5  NOTICES. All notices to be given under this Agreement shall be in writing
and shall be given either personally or by reputable private delivery service or
by  regular  first-class  mail,  or  certified  mail  return  receipt requested,
addressed  to  Silicon or Borrower at the addresses shown in the heading to this
Agreement,  or  at  any  other address designated in writing by one party to the
other  party*.  Notices  to  Silicon shall be directed to the Commercial Finance
Division,  to  the  attention  of  the  Division  Manager or the Division Credit
Manager.  All  notices  shall  be deemed to have been given upon delivery in the
case  of  notices personally delivered, or at the expiration of one Business Day
following  delivery  to  the  private  delivery  service,  or  two Business Days
following the deposit thereof in the United States mail, with postage prepaid**.

  *  OR  BY  FACSIMILE  (IF  TO  BORROWER  AT (408) 747-7198 OR IF TO SILICON AT
408-654-1068)

  ** OR  ON THE DATE SENT BY CONFIRMED FACSIMILE, IF SENT BEFORE 5:00 PM, OR, IF
SO  SENT  AFTER  5:00  PM,  ON  THE  NEXT  BUSINESS  DAY

  9.6  SEVERABILITY. Should any provision of this Agreement be held by any court
of  competent  jurisdiction  to  be void or unenforceable, such defect shall not
affect  the  remainder of this Agreement, which shall continue in full force and
effect.

  9.7  INTEGRATION.  This Agreement and such other written agreements, documents
and  instruments as may be executed in connection herewith are the final, entire
and  complete agreement between Borrower and Silicon and supersede all prior and
contemporaneous  negotiations  and  oral  representations and agreements, all of
which  are  merged  and  integrated  in  this  Agreement.  There  are  no  oral
                                                           --------------------
understandings,  representations or agreements between the parties which are not
--------------------------------------------------------------------------------
set forth in this Agreement or in other written agreements signed by the parties
--------------------------------------------------------------------------------
in  connection  herewith.
-------------------------

  9.8  WAIVERS.  The failure of Silicon at any time or times to require Borrower
to  strictly  comply  with  any of the provisions of this Agreement or any other
present  or  future  agreement  between  Borrower and Silicon shall not waive or
diminish  any  right  of  Silicon  later to demand and receive strict compliance
therewith.  Any  waiver  of  any  default


                                       74
<PAGE>
shall  not  waive  or affect any other default, whether prior or subsequent, and
whether  or  not  similar. None of the provisions of this Agreement or any other
agreement  now  or  in  the future executed by Borrower and delivered to Silicon
shall  be  deemed  to have been waived by any act or knowledge of Silicon or its
agents  or  employees,  but  only  by  a  specific  written  waiver signed by an
authorized officer of Silicon and delivered to Borrower. Borrower waives demand,
protest,  notice of protest and notice of default or dishonor, notice of payment
and  nonpayment,  release,  compromise,  settlement, extension or renewal of any
commercial  paper, instrument, account, General Intangible, document or guaranty
at  any  time  held by Silicon on which Borrower is or may in any way be liable,
and  notice  of  any  action taken by Silicon, unless expressly required by this
Agreement.

  9.9  NO  LIABILITY  FOR  ORDINARY  NEGLIGENCE. Neither Silicon, nor any of its
directors, officers, employees, agents, attorneys or any other Person affiliated
with  or representing Silicon shall be liable for any claims, demands, losses or
damages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower
or  any  other  party  through the ordinary negligence of Silicon, or any of its
directors, officers, employees, agents, attorneys or any other Person affiliated
with  or  representing  Silicon, but nothing herein shall relieve Silicon * from
liability  for  its  own  gross  negligence  or  willful  misconduct.

  *  NOR  ANY  OF  ITS  DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS OR ANY
OTHER  PERSON  AFFILIATED  WITH  REPRESENTING  SILICON

  9.10  AMENDMENT.  The terms and provisions of this Agreement may not be waived
or  amended,  except  in  a  writing  executed by Borrower and a duly authorized
officer  of  Silicon.

  9.11 TIME OF ESSENCE. Time is of the essence in the performance by Borrower of
each  and  every  obligation  under  this  Agreement.

  9.12  ATTORNEYS  FEES  AND  COSTS.  Borrower  shall  reimburse Silicon for all
reasonable  attorneys'  fees and all filing, recording, search, title insurance,
appraisal,  audit,  and other reasonable costs incurred by Silicon, pursuant to,
or  in  connection with, or relating to this Agreement (whether or not a lawsuit
is  filed),  including,  but  not limited to, any reasonable attorneys' fees and
costs  Silicon  incurs  in order to do the following: prepare and negotiate this
Agreement  and  the documents relating to this Agreement; obtain legal advice in
connection  with this Agreement or Borrower; enforce, or seek to enforce, any of
its  rights;  prosecute  actions against, or defend actions by, Account Debtors;
commence,  intervene  in,  or  defend  any  action  or  proceeding; initiate any
complaint  to be relieved of the automatic stay in bankruptcy; file or prosecute
any probate claim, bankruptcy claim, third-party claim, or other claim; examine,
audit,  copy,  and  inspect any of the Collateral or any of Borrower's books and
records;  protect, obtain possession of, lease, dispose of, or otherwise enforce
Silicon's  security interest in, the Collateral; and otherwise represent Silicon
in  any  litigation  relating  to Borrower.  In satisfying Borrower's obligation
                                             -----------------------------------
hereunder  to  reimburse  Silicon  for  attorneys  fees,  Borrower  may,  for
-----------------------------------------------------------------------------
convenience, issue checks directly to Silicon's attorneys, Levy, Small & Lallas,
--------------------------------------------------------------------------------
but  Borrower  acknowledges and agrees that Levy, Small & Lallas is representing
--------------------------------------------------------------------------------
only  Silicon  and  not  Borrower  in connection with this Agreement.  If either
     --------------------------------------------------------------------
Silicon  or  Borrower files any lawsuit against the other predicated on a breach
of  this  Agreement,  the  prevailing  party in such action shall be entitled to
recover its reasonable costs and attorneys' fees, including (but not limited to)
reasonable  attorneys'  fees and costs incurred in the enforcement of, execution
upon  or  defense  of any order, decree, award or judgment.  All attorneys' fees
and  costs  to  which  Silicon  may be entitled pursuant to this Paragraph shall
immediately  become  part of Borrower's Obligations, shall be due on demand, and
shall  bear  interest at a rate equal to the highest interest rate applicable to
any  of  the  Obligations.

  9.13  BENEFIT  OF AGREEMENT. The provisions of this Agreement shall be binding
upon  and  inure  to  the  benefit of the respective successors, assigns, heirs,
beneficiaries  and  representatives  of Borrower and Silicon; provided, however,
that  Borrower may not assign or transfer any of its rights under this Agreement
without  the  prior  written  consent  of Silicon, and any prohibited assignment
shall  be  void.  No consent by Silicon to any assignment shall release Borrower
from  its  liability  for  the  Obligations.

  9.14  JOINT  AND  SEVERAL  LIABILITY.  If  Borrower  consists of more than one
Person,  their  liability  shall be joint and several, and the compromise of any
claim  with,  or  the release of, any Borrower shall not constitute a compromise
with,  or  a  release  of,  any  other  Borrower.

  9.15  LIMITATION  OF ACTIONS. Any claim or cause of action by Borrower against
Silicon,  its  directors, officers, employees, agents, accountants or attorneys,
based  upon,  arising  from,  or  relating  to this Loan Agreement, or any other
present  or  future document or agreement, or any other transaction contemplated
hereby  or  thereby or relating hereto or thereto, or any other matter, cause or
thing whatsoever, occurred, done, omitted or suffered to be done by Silicon, its
directors,  officers,  employees,  agents,  accountants  or  attorneys, shall be
barred  unless  asserted  by  Borrower  by  the  commencement  of  an  action or
proceeding  in  a  court  of competent jurisdiction by the filing of a complaint
within  *  after  the first act, occurrence or omission upon which such claim or
cause of action, or any part thereof, is based, and the service of a summons and
complaint  on an officer of Silicon, or on any other person authorized to accept
service  on  behalf  of  Silicon,  within thirty (30) days thereafter.  Borrower
agrees  that


                                       75
<PAGE>
such  **  period is a reasonable and sufficient time for Borrower to investigate
and  act  upon  any such claim or cause of action. The ** period provided herein
shall  not  be  waived,  tolled,  or  extended  except by the written consent of
Silicon  in its sole discretion. This provision shall survive any termination of
this  Loan  Agreement  or  any  other  present  or  future  agreement.

  *TWO  YEARS

  **TWO-YEAR

  9.16  PARAGRAPH  HEADINGS;  CONSTRUCTION.  Paragraph headings are only used in
this  Agreement  for  convenience.  Borrower  and  Silicon  acknowledge that the
headings  may  not  describe  completely  the  subject  matter of the applicable
paragraph,  and the headings shall not be used in any manner to construe, limit,
define  or  interpret  any  term  or  provision  of  this  Agreement.  The  term
"including",  whenever  used  in  this Agreement, shall mean "including (but not
limited  to)".  *  This Agreement has been fully reviewed and negotiated between
the  parties  and  no  uncertainty or ambiguity in any term or provision of this
Agreement shall be construed strictly against Silicon or Borrower under any rule
of  construction  or  otherwise.

  *  FOR  PURPOSES  OF THIS AGREEMENT, DEFAULTS AND EVENTS OF DEFAULT ARE DEEMED
"CONTINUING"  (OR  VARIATIONS  OF  SUCH TERM) AFTER THEY OCCUR, UNLESS AND UNTIL
THEY  ARE  WAIVED  IN  WRITING  BY  SILICON  OR CURED WITHIN ANY APPLICABLE CURE
PERIOD.

  9.17  GOVERNING  LAW;  JURISDICTION;  VENUE.  This  Agreement and all acts and
transactions  hereunder  and  all rights and obligations of Silicon and Borrower
shall be governed by the laws of the State of California.  As a material part of
the  consideration  to Silicon to enter into this Agreement, Borrower (i) agrees
that  all  actions  and  proceedings  relating  directly  or  indirectly to this
Agreement  shall,  at  Silicon's  option,  be litigated in courts located within
California,  and  that the exclusive venue therefor shall be Santa Clara County;
(ii)  consents  to  the jurisdiction and venue of any such court and consents to
service  of process in any such action or proceeding by personal delivery or any
other  method permitted by law; and (iii) waives any and all rights Borrower may
have  to  object to the jurisdiction of any such court, or to transfer or change
the  venue  of  any  such  action  or  proceeding.

  9.18  MUTUAL  WAIVER  OF  JURY  TRIAL.  BORROWER AND SILICON EACH HEREBY WAIVE
THE  RIGHT  TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, ARISING OUT
OF,  OR  IN  ANY  WAY RELATING TO, THIS AGREEMENT OR ANY OTHER PRESENT OR FUTURE
INSTRUMENT  OR  AGREEMENT  BETWEEN SILICON AND BORROWER, OR ANY CONDUCT, ACTS OR
OMISSIONS OF SILICON OR BORROWER OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS,  ATTORNEYS  OR ANY OTHER PERSONS AFFILIATED WITH SILICON OR BORROWER, IN
ALL  OF  THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE.

BORROWER:

     GENUS,  INC.

     BY
       -------------------
       PRESIDENT  OR  VICE  PRESIDENT



SILICON:

     SILICON  VALLEY  BANK

     BY
       -------------------
     TITLE
          ----------------------


                                       76
<PAGE>
SILICON VALLEY BANK

                                   SCHEDULE TO

                           LOAN AND SECURITY AGREEMENT

BORROWER: GENUS, INC.

ADDRESS: 1139 KARLSTAD DR.
     SUNNYVALE,  CA  94089

DATE:          NOVEMBER    , 2001
                        ---

This Schedule forms an integral part of the Loan and Security Agreement between
Silicon Valley Bank and the above-borrower of even date.
================================================================================

1. CREDIT LIMIT
   (Section 1.1):        An  amount  not to exceed the lesser of: (i) $7,500,000
                         at any one time outstanding (the "Maximum Credit
                         Limit"); or (ii) 80% of the amount of Borrower's
                         Eligible Receivables (as defined in Section 8 above);
                         provided that the total outstanding Obligations under
                         this Loan Agreement and under the Exim Agreement (as
                         defined below) shall not at any time exceed $10,000,000
                         (the "Overall Credit Limit").

     LETTER OF CREDIT
     SUBLIMIT
     (Section 1.5):      $500,000,  provided  that  the  total  Letter of Credit
                         Sublimit and the Foreign Exchange Contract Sublimit
                         shall not, at any time, exceed $500,000.
     FOREIGN EXCHANGE
     CONTRACT SUBLIMIT   $500,000,  provided  that  the  total  Letter of Credit
                         Sublimit and the Foreign Exchange Contract Sublimit
                         shall not, at any time, exceed $500,000.
Borrower may enter into foreign exchange forward contracts with Silicon, on its
standard forms, under which Borrower commits to purchase from or sell to Silicon
a set amount of foreign currency more than one business day after the contract
date (the "FX Forward Contracts"); provided that (1) at the time the FX Forward
Contract is entered into Borrower has Loans available to it under this Agreement
in an amount at least equal to 10% of the amount of the FX Forward Contract; (2)
the total FX Forward Contracts at any one time outstanding may not exceed 10
times the amount of the Foreign Exchange Contract Sublimit set forth above.
Silicon shall have the right to withhold, from the Loans otherwise available to
Borrower under this Agreement, a reserve (which shall be in addition to all
other reserves) in an amount equal to 10% of the total FX Forward Contracts from
time to time outstanding, and in the event at any time there are insufficient
Loans available to Borrower for such reserve, Borrower shall deposit and
maintain with Silicon cash collateral in an amount at all times equal to such
deficiency, which shall be held as Collateral for all purposes of this
AgreementSilicon may, in its discretion, terminate the FX Forward Contracts at
any time that an Event of Default occurs and is continuing. Borrower shall
execute all standard form applications and agreements of Silicon in connection
with the FX Forward Contracts, and without limiting any of the terms of such
applications and agreements, Borrower shall pay all standard fees and charges of
Silicon in connection with the FX Forward Contracts.


EXIM AGREEMENT;
CROSS-COLLATERALIZATION;
CROSS-DEFAULT:           Silicon and the Borrower are parties to that certain
                         Loan and Security Agreement (Exim Program) of even date
                         (the "Exim Agreement"). Both this Agreement and the
                         Exim Agreement shall continue in full force and effect,
                         and all rights and remedies under this Agreement and
                         the Exim Agreement are cumulative. The term
                         "Obligations" as used in this Agreement and in the Exim
                         Agreement shall include without limitation the


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                         obligation to pay when due all Loans made pursuant to
                         this Agreement (the "Non-Exim Loans") and all interest
                         thereon and the obligation to pay when due all Loans
                         made pursuant to the Exim Agreement (the "Exim Loans")
                         and all interest thereon. Without limiting the
                         generality of the foregoing, all "Collateral" as
                         defined in this Agreement and as defined in the Exim
                         Agreement shall secure all Exim Loans and all Non-Exim
                         Loans and all interest thereon, and all other
                         Obligations. Any Event of Default under this Agreement
                         shall also constitute an Event of Default under the
                         Exim Agreement, and any Event of Default under the Exim
                         Agreement shall also constitute an Event of Default
                         under this Agreement. In the event Silicon assigns its
                         rights under the Exim Agreement and/or under any Note
                         evidencing Exim Loans and/or its rights under this
                         Agreement and/or under any Note evidencing Non-Exim
                         Loans, to any third party, including without limitation
                         the Export-Import Bank of the United States ("Exim
                         Bank"), whether before or after the occurrence of any
                         Event of Default, Silicon shall have the right (but not
                         any obligation), in its sole discretion, to allocate
                         and apportion Collateral to the Agreement and/or Note
                         assigned and to specify the priorities of the
                         respective security interests in such Collateral
                         between itself and the assignee, all without notice to
                         or consent of the Borrower.

================================================================================

2. INTEREST.

     INTEREST RATE (Section 1.2):

                         A rate equal to the "Prime Rate" in effect from time to
                         time, plus 1.75% per annum. Interest shall be
                         calculated on the basis of a 360-day year for the
                         actual number of days elapsed. "Prime Rate" means the
                         rate announced from time to time by Silicon as its
                         "prime rate;" it is a base rate upon which other rates
                         charged by Silicon are based, and it is not necessarily
                         the best rate available at Silicon. The interest rate
                         applicable to the Obligations shall change on each date
                         there is a change in the Prime Rate.

     MINIMUM MONTHLY
     INTEREST (Section 1.2):  None.

================================================================================

3. FEES (Section 1.4):



     Loan Fee:          $27,500, payable concurrently herewith.

     Collateral Monitoring
     Fee:                $750 per month, payable in arrears (prorated for any
                         partial month at the beginning and at termination of
                         this Agreement).
================================================================================

4. MATURITY DATE
     (Section 6.1):     One year from the date of this Agreement.
================================================================================

5. FINANCIAL COVENANTS
     (Section 5.1):      Borrower shall comply with each of the following
                         covenant(s). Compliance shall be determined as of the
                         end of each fiscal quarter, except as otherwise
                         specifically provided below:

     MINIMUM TANGIBLE
     NET WORTH:          Borrower shall at all times maintain a Tangible Net
                         Worth of not less than an amount equal to the sum of
                         the following:
                         (i) $12,000,000;
                         Plus
                         ----
                         (ii) 50% of the sum of:
                              (a)  all  consideration  received by Borrower
                                   after the date  hereof  for  the  issuance of
                                   its  equity securities  and subordinated debt
                                   securities; plus


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<PAGE>
                              (b)  the  aggregate amount of net income earned by
                                   Borrower  in the fiscal quarter in which this
                                   Loan Agreement is dated and any subsequent
                                   fiscal quarter.

                         Minus
                         -----

                         (iii) any losses incurred by Borrower after the fiscal
                               quarter  in which this  Loan Agreement is dated;

                         Provided that, in no event shall Borrower, at any time,
                         --------
                         permit its Tangible Net Worth to be less than
                         $12,000,000.

DEFINITIONS.             For purposes of the foregoing financial covenants, the
                         following term shall have the following meaning:
                         "Tangible Net Worth" shall mean the excess of total
                         assets over total liabilities, determined in accordance
                         with generally accepted accounting principles, with the
                         following adjustments:
                              (A) there shall be excluded from assets: (i)
                              notes, accounts receivable and other obligations
                              owing to Borrower from its officers or other
                              Affiliates, and (ii) all assets which would be
                              classified as intangible assets under generally
                              accepted accounting principles, including without
                              limitation goodwill, licenses, patents,
                              trademarks, trade names, copyrights, capitalized
                              software and organizational costs, licenses and
                              franchises
                              (B) there shall be excluded from liabilities: all
                              indebtedness which is subordinated to the
                              Obligations under a subordination agreement in
                              form specified by Silicon or by language in the
                              instrument evidencing the indebtedness which is
                              acceptable to Silicon in its discretion.

================================================================================

6. REPORTING.

  (Section 5.3):

                         Borrower shall provide Silicon with the following:

                         1.   Monthly  Receivable  agings, aged by invoice date,
                              within  fifteen  days after the end of each month.

                         2.   Monthly  accounts  payable agings, aged by invoice
                              date,  and outstanding or held check registers, if
                              any,  within  fifteen  days  after the end of each
                              month.

                         3.   Monthly reconciliations of Receivable agings (aged
                              by invoice date), transaction reports, and general
                              ledger,  within fifteen days after the end of each
                              month.

                         4.   Monthly  perpetual  inventory  reports  for  the
                              Inventory valued on a first-in, first-out basis at
                              the  lower  of  cost or market (in accordance with
                              generally  accepted accounting principles) or such
                              other  inventory  reports  as  are  reasonably
                              requested  by  Silicon,  all  within  fifteen days
                              after  the  end  of  each  month.

                         5.   Monthly unaudited financial statements, as soon as
                              available,  and  in  any  event within thirty days
                              after  the  end  of  each  month.

                         6.   Monthly  Compliance  Certificates,  within  thirty
                              days  after the end of each month, in such form as
                              Silicon  shall  reasonably  specify, signed by the
                              Chief  Financial  Officer  of Borrower, certifying
                              that  as  of the end of such month Borrower was in
                              full  compliance  with  all  of  the  terms  and
                              conditions  of  this  Agreement, and setting forth
                              calculations showing compliance with the financial
                              covenants  set  forth  in  this Agreement and such
                              other  information  as  Silicon  shall  reasonably
                              request,  including,  without  limitation,  a
                              statement that at the end of such month there were
                              no  held  checks.

                         7.   Quarterly  unaudited financial statements, as soon
                              as  available,  and in any event within forty-five
                              days  after  the  end  of  each  fiscal quarter of
                              Borrower.


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                         8.   Annual  operating  budgets  (including  income
                              statements,  balance  sheets  and  cash  flow
                              statements, by month) for the upcoming fiscal year
                              of Borrower within thirty days prior to the end of
                              each  fiscal  year  of  Borrower.

                         9.   Annual financial statements, as soon as available,
                              and in any event within 120 days following the end
                              of  Borrower's  fiscal  year,  certified  by
                              independent  certified  public  accountants
                              acceptable  to  Silicon.

================================================================================

7.  COMPENSATION
     (Section 5.5):           Not applicable.
================================================================================

8. BORROWER INFORMATION:


    PRIOR NAMES OF
    BORROWER
    (Section 3.2):            As set forth in the Borrower's Representations and
                              Warranties dated November 5, 2001.

    PRIOR TRADE
    NAMES OF BORROWER
    (Section 3.2):            As set forth in the Borrower's Representations and
                              Warranties dated November 5, 2001.

    EXISTING TRADE
    NAMES OF BORROWER
    (Section 3.2):            As set forth in the Borrower's Representations and
                              Warranties dated November 5, 2001.

    OTHER LOCATIONS AND
    ADDRESSES (Section 3.3):  As set forth in the Borrower's Representations and
                              Warranties dated November 5, 2001.

    MATERIAL ADVERSE
    LITIGATION (Section 3.10):None.

================================================================================

9. OTHER COVENANTS
     (Section 5.1):       Borrower shall at all times comply with all of the
                         following additional covenants:

                         (1)  BANKING  AND  INVESTMENT  RELATIONSHIP.  Borrower
                              shall  at  all  times maintain its primary banking
                              and  investment  relationship  with  Silicon. With
                              respect  to  any  deposit  accounts  or securities
                              accounts  maintained  by Borrower at any financial
                              institution  other  than Silicon, Borrower agrees,
                              within  30  days  after  the date hereof, to cause
                              such  other  financial  institution to execute and
                              deliver  to  Silicon,  a  Deposit  Account Control
                              Agreement  or  a  Securities  Account  Control
                              Agreement  with  respect  to  all  such  accounts
                              maintained  by  Borrower  at  such other financial
                              institution.

                         (2)  SUBORDINATION  OF  INSIDE  DEBT.  All  present and
                              future  indebtedness  of Borrower to its officers,
                              directors  and shareholders ("Inside Debt") shall,
                              at  all  times, be subordinated to the Obligations
                              pursuant to a subordination agreement on Silicon's
                              standard  form.  Borrower  represents and warrants
                              that  there  is  no  Inside  Debt  presently
                              outstanding. Prior to incurring any Inside Debt in
                              the  future,  Borrower  shall  cause the person to
                              whom  such Inside Debt will be owed to execute and
                              deliver  to  Silicon  a subordination agreement on
                              Silicon's  standard  form.

                         (3)  COPYRIGHT  FILINGS.  Concurrently,  Borrower  is
                              executing  and  delivering to Silicon a Collateral
                              Assignment, Patent Mortgage and Security Agreement
                              between  Borrower  and  Silicon (the "Intellectual
                              Property  Agreement").  Within  60  days after the
                              date  hereof,  Borrower shall (i) cause all of its


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<PAGE>
                              computer  software, the licensing of which results
                              in  Receivables,  to be registered with the United
                              States  Copyright  Office,  (ii)  complete  the
                              Exhibits  to  the  Intellectual Property Agreement
                              with  all  of  the  information  called  for  with
                              respect to such software and all other copyrights,
                              (iii) cause the Intellectual Property Agreement to
                              be recorded in the United States Copyright Office,
                              and  (iv)  provide evidence of such recordation to
                              Silicon.

                         (4)  BARCLAYS  FINANCING STATEMENT. Borrower represents
                              and  warrants  that  (i)  the  UCC-1  Financing
                              Statement  filed  in  the Office of the California
                              Secretary  of  State  on  January  18,  1999  with
                              respect  to  "Genus,  Inc."  in  favor of Barclays
                              Bank,  PLC  (File No 933360012) does not relate to
                              Borrower,  (ii)  Borrower  understands  that  said
                              financing  statement  relates  to  a  Wisconsin
                              corporation,  Genus,  Inc.,  (iii) Borrower has no
                              ownership  or  other  interest in, or relationship
                              with,  said  Wisconsin  corporation, (iv) Borrower
                              has  no indebtedness to Barclays Bank PLC, and (v)
                              Borrower  has  not and will not grant any security
                              interest  in  any  of its assets to Barclays Bank,
                              PLC  during the term of this Agreement and so long
                              as  any  of  the  Obligations  remain outstanding.


Borrower:                                          Silicon:

  GENUS,  INC.                                     SILICON  VALLEY  BANK



By                                                 By
  ---------------------------------                  ---------------------------
  President  or  Vice  President                   Title
                                                        ------------------------


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<PAGE>