EXHIBIT 10.11

                              INTELLECTUAL PROPERTY
                               SECURITY AGREEMENT

     This Intellectual Property Security Agreement (this "Agreement") is made as
of November   , 2001 by and between GENUS, INC. ("Borrower"), and SILICON VALLEY
           ---
BANK,  a  California  banking  corporation  ("Secured  Party").

                                    RECITALS
                                    --------

     A.     Secured  Party  has  agreed  to  lend to Borrower certain funds (the
"Loans"),  pursuant  to  a  Loan  and Security Agreement and a Loan and Security
Agreement  (Exim  Program)  dated  of substantially even date (collectively, the
"Loan  Agreement") and Borrower desires to borrow such funds from Secured Party.

     B.     In  order  to  induce  Secured Party to make the Loans, Borrower has
agreed  to  grant  a security interest in certain intangible property to Secured
Party  for  purposes  of  securing the obligations of Borrower to Secured Party.

     NOW,  THEREFORE,  THE  PARTIES  HERETO  AGREE  AS  FOLLOWS:

     1.     Grant  of  Security Interest.  As collateral security for the prompt
            ----------------------------
and  complete  payment  and  performance  of all of Borrower's present or future
indebtedness,  obligations  and  liabilities  to  Secured Party, Borrower hereby
grants, assigns, transfers, and conveys a security interest to Secured Party, as
security,  but  not as an ownership interest, in and to Borrower's entire right,
title  and  interest  in,  to  and  under  the  following  (all  of  which shall
collectively  be  called  the  "Collateral"):

     (a)  All  of  present  and  future  United States registered copyrights and
copyright  registrations,  including,  without  limitation,  the  registered
copyrights, maskworks, software, computer programs and other works of authorship
subject  to  United  States  copyright  protection listed in Exhibit A-1 to this
                                                             -----------
Agreement  (and  including  all  of  the  exclusive  rights afforded a copyright
registrant in the United States under 17 U.S.C. Sec.106 and any exclusive rights
which  may  in the future arise by act of Congress or otherwise) and all present
and  future applications for copyright registrations (including applications for
copyright registrations of derivative works and compilations) (collectively, the
"Registered Copyrights"), and any and all royalties, payments, and other amounts
payable  to Borrower in connection with the Registered Copyrights, together with
all  renewals  and extensions of the Registered Copyrights, the right to recover
for  all  past,  present, and future infringements of the Registered Copyrights,
and  all  computer programs, computer databases, computer program flow diagrams,
source  codes, object codes and all tangible property embodying or incorporating
the  Registered  Copyrights,  and  all  other  rights  of  every kind whatsoever
accruing  thereunder  or  pertaining  thereto.

     (b)  All  present  and  future  copyrights,  maskworks,  software, computer
programs  and  other  works  of  authorship  subject  to (or capable of becoming
subject  to)  United States copyright protection which are not registered in the
United  States  Copyright  Office  (the  "Unregistered Copyrights"), whether now
owned  or  hereafter  acquired,  including  without  limitation the Unregistered
Copyrights  listed  in Exhibit A-2 to this Agreement, and any and all royalties,
                       -----------
payments,  and  other  amounts  payable  to  Borrower  in  connection  with  the
Unregistered  Copyrights,  together  with  all  renewals  and  extensions of the
Unregistered  Copyrights, the right to recover for all past, present, and future
infringements  of  the  Unregistered  Copyrights,  and  all  computer  programs,
computer  databases,  computer program flow diagrams, source codes, object codes
and  all  tangible  property  embodying  or  incorporating  the  Unregistered
Copyrights, and all other rights of every kind whatsoever accruing thereunder or
pertaining  thereto.  The  Registered Copyrights and the Unregistered Copyrights
collectively  are  referred  to  herein  as  the  "Copyrights."

     (c)  All right, title and interest in and to any and all present and future
license  agreements with respect to the Copyrights, including without limitation
the license agreements listed in Exhibit A-3 to this Agreement (the "Licenses").
                                 -----------

     (d)  All  present and future accounts, accounts receivable and other rights
to  payment  arising  from,  in  connection  with or relating to the Copyrights.

               (e)  Any  and  all  trade  secrets,  and any and all intellectual
property  rights  in  computer  software  and  computer software products now or
hereafter  existing,  created,  acquired  or  held;


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               (f)  Any and all design rights which may be available to Borrower
now  or  hereafter  existing,  created,  acquired  or  held;

               (g)  All  patents,  patent  applications  and  like  protections
including, without limitation, improvements, divisions, continuations, renewals,
reissues,  extensions  and  continuations-in-part of the same, including without
limitation  the  patents and patent applications set forth on Exhibit B attached
                                                              ---------
hereto  (collectively,  the  "Patents");

               (h)  Any  trademark and servicemark rights, whether registered or
not,  applications  to  register  and  registrations  of  the  same  and  like
protections,  and the entire goodwill of the business of Borrower connected with
and  symbolized by such trademarks, including without limitation those set forth
on  Exhibit  C  attached  hereto  (collectively,  the  "Trademarks");  provided,
    ----------                                                         --------
however,  that Secured Party shall not acquire any interest in any intent to use
-------
a  federal  trademark  application  for  a trademark, servicemark, or other mark
filed  on  Borrower's  behalf  prior  to  the  filing  under applicable law of a
verified  statement  of use (or equivalent) for such mark that is the subject of
such  application;

               (i)  Any  and  all claims for damages by way of past, present and
future  infringements  of  any of the rights included above, with the right, but
not  the  obligation,  to  sue  for  and  collect  such  damages for said use or
infringement  of  the  intellectual  property  rights  identified  above;

               (j)  All  licenses  or other rights to use any of the Copyrights,
Patents  or Trademarks, and all license fees and royalties arising from such use
to  the  extent  permitted  by  such  license  or  rights;

               (k) All amendments, extensions, renewals and extensions of any of
the  Copyrights,  Trademarks  or  Patents;  and

               (l) All proceeds and products of the foregoing, including without
limitation  all payments under insurance or any indemnity or warranty payable in
respect  of  any  of  the  foregoing.


     2.  Authorization  and  Request.  Borrower  authorizes  and  requests  that
         ----------------------------
the Register of Copyrights and the Commissioner of Patents and Trademarks record
this  Agreement.

     3.  Covenants  and  Warranties.  Borrower  represents,  warrants, covenants
         --------------------------
and  agrees  as  follows:

               (a)  Borrower is now the sole owner of the Collateral, except for
non-exclusive  licenses  granted  by  Borrower  to its customers in the ordinary
course  of  business.

               (b)  Listed  on  Exhibits A-1 and A-2 are all copyrights owned by
Borrower,  in  which  Borrower  has an interest, or which are used in Borrower's
business.

               (c)  Each  employee,  agent and/or independent contractor who has
participated  in  the  creation  of the property constituting the Collateral has
either  executed an assignment of his or her rights of authorship to Borrower or
is  an employee of Borrower acting within the scope of his or her employment and
was  such  an  employee  at  the  time  of  said  creation.

               (d)  All  of  Borrower's  present and future maskworks, software,
computer  programs  and  other  works  of  authorship  subject to (or capable of
becoming  subject to) United States copyright protection, the sale, licensing or
other  disposition  of  which  results  in  royalties  receivable,  license fees
receivable,  accounts  receivable or other sums owing to Borrower (collectively,
"Receivables"),  have  been  and  shall  be  registered  with  the United States
Copyright  Office  prior  to the date Borrower requests or accepts any loan from
Secured  Party  with  respect to such Receivables and prior to the date Borrower
includes  any  such Receivables in any accounts receivable aging, borrowing base
report  or  certificate  or  other similar report provided to Secured Party, and
Borrower  shall  provide  to  Secured  Party  copies  of  all such registrations
promptly  upon  the  receipt  of  the  same.

               (e) Borrower shall undertake all reasonable measures to cause its
employees,  agents  and independent contractors to assign to Borrower all rights
of  authorship  to  any  copyrighted  material  in  which  Borrower  has  or may


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subsequently  acquire  any  right  or  interest.

               (f)  Performance  of  this  Agreement  does  not conflict with or
result  in  a  breach of any agreement to which Borrower is bound, except to the
extent  that certain intellectual property agreements prohibit the assignment of
the  rights  thereunder to a third party without the licensor's or other party's
consent  and  this  Agreement  constitutes  an  assignment.

               (g) During the term of this Agreement, Borrower will not transfer
or otherwise encumber any interest in the Collateral, except for Permitted Liens
(as  such  term  is  defined  in  the Loan Agreement) and non-exclusive licenses
granted  by  Borrower in the ordinary course of business or as set forth in this
Agreement;

               (h)  Each of the Patents, Trademarks, and Copyrights is valid and
enforceable,  and  no  part  of  the  Collateral  has  been  judged  invalid  or
unenforceable,  in whole or in part, and no claim has been made that any part of
the  Collateral  violates  the  rights  of  any  third  party;

               (i)  Borrower shall promptly advise Secured Party of any material
adverse  change  in the composition of the Collateral, including but not limited
to any subsequent ownership right of the Borrower in or to any Trademark, Patent
or  Copyright  not  specified  in  this  Agreement;

               (j)  Borrower shall (i) protect, defend and maintain the validity
and  enforceability of the Trademarks, Patents and Copyrights, (ii) use its best
efforts  to  detect  infringements of the Trademarks, Patents and Copyrights and
promptly  advise Secured Party in writing of material infringements detected and
(iii)  not  allow  any  Trademarks,  Patents,  or  Copyrights  to  be abandoned,
forfeited  or  dedicated  to  the  public without the written consent of Secured
Party,  which shall not be unreasonably withheld unless Borrower determines that
reasonable  business  practices  suggest  that  abandonment  is  appropriate.

               (k)  Borrower  shall promptly register the most recent version of
any of Borrower's Copyrights, if not so already registered, and shall, from time
to  time, execute and file such other instruments, and take such further actions
as Secured Party may reasonably request from time to time to perfect or continue
the  perfection  of  Secured  Party's  interest  in  the  Collateral;

               (l)  This  Agreement  creates,  and in the case of after acquired
Collateral,  this Agreement will create at the time Borrower first has rights in
such  after acquired Collateral, in favor of Secured Party a valid and perfected
first priority security interest in the Collateral in the United States securing
the  payment  and performance of the obligations evidenced by the Loan Agreement
upon  making  the  filings  referred  to  in  clause  (m)  below;

               (m)  To  its knowledge, except for, and upon, the filing with the
United  States  Patent  and  Trademark  office  with  respect to the Patents and
Trademarks  and  the  Register  of  Copyrights  with  respect  to the Copyrights
necessary  to perfect the security interests created hereunder and except as has
been  already  made  or obtained, no authorization, approval or other action by,
and  no  notice  to  or  filing  with,  any  U.S. governmental authority or U.S.
regulatory body is required either (i) for the grant by Borrower of the security
interest  granted  hereby  or for the execution, delivery or performance of this
Agreement  by  Borrower  in  the  U.S.  or (ii) for the perfection in the United
States  or  the exercise by Secured Party of its rights and remedies thereunder;

               (n)  All  information heretofore, herein or hereafter supplied to
Secured  Party  by  or  on  behalf of Borrower with respect to the Collateral is
accurate  and  complete  in  all  material  respects.

               (o)  Borrower  shall  not  enter  into  any  agreement that would
materially  impair  or  conflict  with  Borrower's obligations hereunder without
Secured  Party's  prior written consent, which consent shall not be unreasonably
withheld.  Borrower  shall  not permit the inclusion in any material contract to
which  it  becomes  a  party  of  any  provisions that could or might in any way
prevent the creation of a security interest in Borrower's rights and interest in
any  property  included  within  the definition of the Collateral acquired under
such  contracts,  except  that  certain  contracts  may  contain anti-assignment
provisions  that could in effect prohibit the creation of a security interest in
such  contracts.

               (p)  Upon  any  executive  officer  of  Borrower obtaining actual
knowledge thereof, Borrower will promptly notify Secured Party in writing of any
event  that  materially  adversely affects the value of any material Collateral,
the  ability of Borrower to dispose of any material Collateral or the rights and
remedies  of  Secured Party


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in  relation thereto, including the levy of any legal process against any of the
Collateral.

     4.  Secured  Party's  Rights.  Secured  Party shall have the right, but not
         -----------------------
the  obligation,  to take, at Borrower's sole expense, any actions that Borrower
is required under this Agreement to take but which Borrower fails to take, after
fifteen  (15)  days' notice to Borrower.  Borrower shall reimburse and indemnify
Secured  Party  for all reasonable costs and reasonable expenses incurred in the
reasonable  exercise  of  its  rights  under  this  section  4.

     5.  Inspection  Rights.  Borrower  hereby  grants  to Secured Party and its
         -------------------
employees,  representatives  and  agents  the  right to visit, during reasonable
hours  upon  prior  reasonable written notice to Borrower, and any of Borrower's
plants  and facilities that manufacture, install or store products (or that have
done  so  during  the prior six-month period) that are sold utilizing any of the
Collateral,  and  to  inspect  the products and quality control records relating
thereto  upon  reasonable  written  notice  to  Borrower  and as often as may be
reasonably  requested,  but  not  more  than  one  (1)  in every six (6) months;
provided,  however,  nothing  herein  shall  entitle  Secured  Party  access  to
Borrower's  trade  secrets  and  other  proprietary  information.

     6.  Further  Assurances;  Attorney  in  Fact.
         -----------------------------------------

          (a)  Borrower  will,  subject  to any prior licenses, encumbrances and
restrictions  and  prospective licenses, make, execute, acknowledge and deliver,
and  file  and  record  in  the proper filing and recording places in the United
States,  all such instruments, including, appropriate financing and continuation
statements  and  collateral agreements and filings with the United States Patent
and  Trademarks  Office and the Register of Copyrights, and take all such action
as  may  reasonably be deemed necessary or advisable, or as requested by Secured
Party,  to  perfect Secured Party's security interest in all Copyrights, Patents
and  Trademarks  and  otherwise  to  carry  out  the intent and purposes of this
Agreement,  or  for  assuring  and  confirming  to  Secured  Party  the grant or
perfection  of  a  security  interest  in  all  Collateral.

          (b)  Upon  an  Event  of Default, Borrower hereby irrevocably appoints
Secured  Party  as Borrower's attorney-in-fact, with full authority in the place
and  stead  of Borrower and in the name of Borrower, Secured Party or otherwise,
from  time  to  time  in  Secured Party's discretion, upon Borrower's failure or
inability  to  do  so,  to  take  any action and to execute any instrument which
Secured Party may deem necessary or advisable to accomplish the purposes of this
Agreement,  including:


               (i)  To  modify,  in  its sole discretion, this Agreement without
first  obtaining  Borrower's  approval  of  or signature to such modification by
amending  Exhibit  A-1,  Exhibit  A-2,  Exhibit  A-3,  Exhibit  B and Exhibit C,
thereof, as appropriate, to include reference to any right, title or interest in
any  Copyrights,  Patents or Trademarks acquired by Borrower after the execution
hereof  or  to  delete  any  reference  to  any  right, title or interest in any
Copyrights,  Patents or Trademarks in which Borrower no longer has or claims any
right,  title  or  interest;  and

               (ii)  To  file,  in  its  sole  discretion, one or more financing
or  continuation  statements  and  amendments  thereto,  relative  to any of the
Collateral  without  the  signature  of  Borrower  where  permitted  by  law.

     7.  Events  of  Default.  The  occurrence  of  any  of  the following shall
         --------------------
constitute  an  Event  of  Default  under  this  Agreement:

          (a)  An  Event  of  Default  occurs  under  the  Loan  Agreement;  or

          (b)  Borrower  breaches  any  warranty  or  agreement made by Borrower
in  this  Agreement.

     8.  Remedies.  Upon  the  occurrence  and  continuance  of  an  Event  of
         ---------
Default,  Secured  Party  shall have the right to exercise all the remedies of a
secured  party  under  the California Uniform Commercial Code, including without
limitation  the  right  to  require  Borrower to assemble the Collateral and any
tangible  property in which Secured Party has a security interest and to make it
available  to  Secured  Party  at  a place designated by Secured Party.  Secured
Party  shall  have  a  nonexclusive, royalty free license to use the Copyrights,
Patents  and  Trademarks  to  the  extent reasonably necessary to permit Secured
Party  to  exercise  its  rights and remedies upon the occurrence of an Event of
Default.  Borrower  will pay any expenses (including reasonable attorney's fees)
incurred  by  Secured  Party  in  connection with the exercise of any of Secured


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Party's  rights  hereunder, including without limitation any expense incurred in
disposing  of  the  Collateral.  All of Secured Party's rights and remedies with
respect  to  the  Collateral  shall  be  cumulative.

     9.  Indemnity.  Borrower  agrees  to  defend,  indemnify  and hold harmless
         ----------
Secured  Party  and  its  officers,  employees,  and  agents  against:  (a)  all
obligations,  demands,  claims, and liabilities claimed or asserted by any other
party  in  connection  with the transactions contemplated by this Agreement, and
(b)  all  losses  or  expenses in any way suffered, incurred, or paid by Secured
Party as a result of or in any way arising out of, following or consequential to
transactions between Secured Party and Borrower, whether under this Agreement or
otherwise  (including  without  limitation,  reasonable  attorneys  fees  and
reasonable  expenses),  except for losses arising form or out of Secured Party's
gross  negligence  or  willful  misconduct.

     10.  Release.  At  such  time  as  Borrower shall completely satisfy all of
          --------
the  obligations  secured  hereunder, Secured Party shall execute and deliver to
Borrower  all lien releases and other instruments as may be reasonably necessary
or  proper  to  terminate  Secured  Party's security interest in the Collateral,
subject to any disposition of the Collateral which may have been made by Secured
Party  pursuant  to  this  Agreement.  For  the  purpose  of this Agreement, the
obligations  secured  hereunder  shall  be deemed to continue if Borrower enters
into  any  bankruptcy  or  similar  proceeding at a time when any amount paid to
Secured  Party  could  be  ordered to be repaid as a preference or pursuant to a
similar  theory,  and shall continue until it is finally determined that no such
repayment  can  be  ordered.

     11. No Waiver. No course of dealing between Borrower and Secured Party, nor
         ---------
any  failure  to  exercise  nor  any delay in exercising, on the part of Secured
Party,  any  right,  power,  or privilege under this Agreement or under the Loan
Agreement  or  any  other  agreement,  shall  operate as a waiver.  No single or
partial exercise of any right, power, or privilege under this Agreement or under
the  Loan  Agreement  or any other agreement by Secured Party shall preclude any
other  or further exercise of such right, power, or privilege or the exercise of
any  other  right,  power,  or  privilege  by  Secured  Party.

     12.  Rights Are Cumulative. All of Secured Party's rights and remedies with
         ----------------------
respect  to  the  Collateral  whether  established  by  this Agreement, the Loan
Agreement,  or  any other documents or agreements, or by law shall be cumulative
and  may  be  exercised  concurrently  or  in  any  order.

     13.  Course  of  Dealing.  No  course  of  dealing,  nor  any  failure  to
          --------------------
exercise,  nor  any  delay in exercising any right, power or privilege hereunder
shall  operate  as  a  waiver  thereof.

     14.  Attorneys'  Fees.  If  any  action  relating  to  this  Agreement  is
          -----------------
brought  by  either  party  hereto against the other party, the prevailing party
shall be entitled to recover reasonable attorneys fees, costs and disbursements.

     15.  Amendments.  This  Agreement  may  be  amended  only  by  a  written
          -----------
instrument  signed  by both parties hereto.  To the extent that any provision of
this Agreement conflicts with any provision of the Loan Agreement, the provision
giving  Secured  Party  greater  rights  or  remedies  shall  govern,  it  being
understood  that  the  purpose  of  this Agreement is to add to, and not detract
from,  the  rights  granted  to  Secured  Party  under the Loan Agreement.  This
Agreement,  the  Loan Agreement, and the documents relating thereto comprise the
entire  agreement  of  the parties with respect to the matters addressed in this
Agreement.

     16.  Severability.  The  provisions  of  this  Agreement  are severable. If
          ------------
any  provision of this Agreement is held invalid or unenforceable in whole or in
part  in any jurisdiction, then such invalidity or unenforceability shall affect
only such provision, or part thereof, in such jurisdiction, and shall not in any
manner  affect  such provision or part thereof in any other


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jurisdiction,  or  any  other  provision  of this Agreement in any jurisdiction.

     17.  California  Law  and  Jurisdiction.  This  Agreement shall be governed
          ----------------------------------
by  the  laws  of  the  State  of  California,  without regard for choice of law
provisions.  Borrower and Secured Party consent to the nonexclusive jurisdiction
of  any  state  or  federal  court  located  in  Santa Clara County, California.

     18.  Confidentiality.  In  handling  any  confidential information, Secured
          ----------------
Party  shall  exercise the same degree of care that it exercises with respect to
its  own  proprietary  information  of  the  same  types  to  maintain  the
confidentiality  of  any  non-public  information  thereby  received or received
pursuant to this Agreement except that the disclosure of this information may be
made  (i) to the affiliates of the Secured Party, (ii) to prospective transferee
or  purchasers  of  an interest in the obligations secured hereby, provided that
they  have  entered  into  a  comparable  confidentiality  agreement in favor of
Borrower  and  have  delivered  a  copy  to  Borrower, (iii) as required by law,
regulation,  rule or order, subpoena judicial order or similar order and (iv) as
may  be  required  in  connection  with  the  examination,  audit  or  similar
investigation  of  Secured  Party.

     19.  WAIVER  OF  RIGHT  TO  JURY  TRIAL.  SECURED  PARTY  AND BORROWER 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: (I) THIS AGREEMENT; OR (II)  ANY
OTHER  PRESENT  OR  FUTURE  INSTRUMENT  OR  AGREEMENT  BETWEEN SECURED PARTY AND
BORROWER;  OR  (III) ANY CONDUCT, ACTS OR OMISSIONS OF SECURED PARTY OR BORROWER
OR  ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,  ATTORNEYS OR ANY OTHER
PERSONS  AFFILIATED  WITH  SECURED  PARTY  OR BORROWER; IN EACH OF THE FOREGOING
CASES,  WHETHER  SOUNDING  IN  CONTRACT  OR  TORT  OR  OTHERWISE.
[remainder of page intentionally left blank; signature page follows]


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     20.  Counterparts.  This  Agreement  may  be  executed  in  two  or  more
          -------------
counterparts,  each  of  which  shall  be  deemed  an  original but all of which
together  shall  constitute  the  same  instrument.

IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement on the day
and  year  first  above  written.

                              BORROWER:

                              GENUS,  INC.


                              By:
                                 --------------------------
                              Title:
                                    -----------------------
                              Name  (please  print):

                              -----------------------------

                              ADDRESS  OF  BORROWER:

                              1139 Karlstad Dr.
                              Sunnyvale, Ca 94089




                              SECURED  PARTY:

                              SILICON  VALLEY  BANK


                              By:
                                 --------------------------
                              Title:
                                    -----------------------
                              Name  (please  print):

                              -----------------------------

                              ADDRESS  OF  SECURED  PARTY:

                              3003  Tasman  Drive
                              Santa  Clara,  California  95054


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STATE OF                 )
        -----------------
           ) ss.
COUNTY OF                )
         ----------------

     On             ,  200    ,  before  me,
       -------------      --                -----------------------------------
                                        ,  Notary  Public,  personally appeared
----------------------------------------
                                                                              ,
------------------------------------------------------------------------------
personally  known  to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged  to  me  that  he/she/they  executed  the  same  in  his/her/their
authorized  capacity(ies),  and  that  by  his/her/their  signature(s)  on  the
instrument  the  person(s),  or  the  entity  upon behalf of which the person(s)
acted,  executed  the  instrument.

     Witness my hand and official seal.

                                               ---------------------------------

             (Seal)


STATE OF                 )
        -----------------
           ) ss.
COUNTY OF                )
         ----------------

     On             ,  200    ,  before  me,
       -------------      --                -----------------------------------
                                        ,  Notary  Public,  personally appeared
----------------------------------------
                                                                              ,
------------------------------------------------------------------------------
personally  known  to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged  to  me  that  he/she/they  executed  the  same  in  his/her/their
authorized  capacity(ies),  and  that  by  his/her/their  signature(s)  on  the
instrument  the  person(s),  or  the  entity  upon behalf of which the person(s)
acted,  executed  the  instrument.

     Witness my hand and official seal.

                                               ---------------------------------

             (Seal)


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<PAGE>
                                  EXHIBIT "A-1"

                              REGISTERED COPYRIGHTS
                              ---------------------
 (including copyrights that are the subject of an application for registration)


Copyright     Country     Registration/Application      Registration/Application
---------     -------     ------------------------      ------------------------
                          Number                        Date
                          ------                        ----
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

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                                      121
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                                  EXHIBIT "A-2"

                             UNREGISTERED COPYRIGHTS
                             -----------------------




                                      122
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                                  EXHIBIT "A-3"

                        DESCRIPTION OF LICENSE AGREEMENTS
                        ---------------------------------




                                      123
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                                   EXHIBIT "B"

                                     PATENTS
                                     -------
   (including patents that are the subject of an application for registration)


Patent     Country     Serial/Application       Filing  Date     Status
------     -------     ------------------       ------------     ------
                       Number
                       ------
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


                                      124
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                                   EXHIBIT "C"

                                   TRADEMARKS
                                   ----------

                                   TRADEMARKS
                                   ----------
 (including trademarks that are the subject of an application for registration)


Mark     Country     Serial/Application       Filing  Date     Status
----     -------     ------------------       ------------     ------
                     Number
                     ------
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------


                                      125
<PAGE>