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                       INTERNATIONAL DISTRIBUTOR AGREEMENT



This "Agreement" made as of this 18th day of July 1997 between MACROTRON Systems
GmbH with their principal office at Wamslerstr. 9, D-81829 Munich, Germany,
hereinafter referred to as "MCS"

                                       and

GENUS, Inc. with its principal office at 1139 Karlstad Drive, Sunnyvale, CA
94089, USA, hereinafter referred to as "MFR" (Manufacturer) as follows:


1.  APPOINTMENT AND ACCEPTANCE

1.1 MFR appoints MCS as it's exclusive Distributor in certain countries,
    hereinafter referred to as "Territory" and MCS accepts appointment and
    agrees actively to sell MFR's products and services hereinafter referred to
    as "Products".

1.2 In accepting this appointment, MCS agrees not to handle other product lines
    which are in direct or indirect competition with any products marketed by
    MFR, unless specifically agreed to by MFR in writing.

1.3 Nothing in this agreement shall be construed to constitute MCS as an agent
    of MFR nor shall either party have the authority to bind the other in any
    respect. Each being recognised herein as an independent contractor
    responsible for its own actions.


2.  DEFINITIONS

2.1 "Territory" shall mean Germany, Austria and Switzerland.

2.2 "Products" shall mean all products and services supplied by MFR.


3.  TERM AND TERMINATION

3.1 This Agreement shall be effective on the date indicated above and shall
    continue for aninitial period of 3 (three) years with an automatic renewal
    for successive 12 month periods unless terminated by either party for any
    reason with 90 days written notice prior to the particular expiration date.

3.2 Either party may immediately terminate this Agreement, without obligation
    or liability to the other party, by giving a written notice of termination
    to the other party if:

    a)  The other party becomes insolvent or files for bankruptcy.

    b)     The other party defaults in performance of any of the provisions of
           this Agreement and does not remedy such default within 90(ninety)
           days after written notice is given requesting that such default be
           remedied. 


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4.  TERMS OF SALE
    
4.1 MCS will purchase MFR's Products for resale to its customers in the
    Territory. MFR will sell the Products to MCS based on its European/
    Account based pricing less a Sales Discount of 15% (fifteen percent).

    For the initial order from AMD Dresden a special sales discount of 4.5% 
    (four and one half percent) from the net sales price becomes applicable. 
    If AMD Austin places this order with MFR, same commission will be paid by 
    MFR to MCS upon receipt of the funds from AMD.

4.2 In case a Volume Purchasing Agreement (VPA) established between a customer
    and MFR becomes applicable, the sales discount applies to the prices after
    deduction of the VPA discount. Individual customer discounts from MFR's
    applicable pricing granted by MCS are subject to approval by MFR and will
    be split as follows:

                   Customer Discount         MCS Discount Deduction
                   up to 5%                           0%
                   over 5% up to 10%                  3%
                   over 10%                           6%

4.3 For European accounts outside the Territory the following split commission
    schedule will be applied:

                   40%    where the selling takes place,
                   30%    where the order is placed,
                   30%    where the installation takes place.

4.4 All inquiries from customers in the Territory received by MFR will be
    transferred to MCS for action. MFR will not provide direct quotes to those
    customers unless agreed with MCS.

4.5 MCS will place orders in writing (usually by telefax) to MFR's principal
    office based on the agreed terms and conditions. MFR shall support MCS's
    interest in having all customers in the Territory place their orders with
    MCS.

4.6 MFR will accept MCS orders in writing (Order Acknowledgement) within 10
    (ten) days from date of order placement. If MCS does not receive such an
    order confirmationwithin that period the order is considered to be
    automatically accepted.

4.7 MFR will assure that the packing of the goods complies with the
    requirements of the transportation insurance companies. This includes the
    adequate construction of the shipping crates as well as the protection
    means consisting of tilt/shock watchers and stickers with internationally
    recognised symbols (glass, umbrella, etc.)

4.8 MFR shall ship goods only in accordance with MCS's Routing Order unless MC
    provides individual instructions for the particular shipment or order.
    Partial shipments are subject to confirmation by MCS.

4.9 MFR will invoice MCS at net prices, FOB MFR's factory, due net 45 days from
    shipment date. In case of customer site acceptance, 20% (twenty percent) of
    the invoice amount becomes due from acceptance date. Payments shall be made
    by wire transfer to MFR's 


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           bank account.



4.10 MFR shall have the right to change list prices with 60 days notice.
     New products added to the price list will fall under the terms of
     this agreement unless otherwise agreed.


5.   MCS'S OBLIGATIONS

5.1  MCS will promote MFR's Products throughout the Territory by means of 
     customer presentations, direct mail, publications, etc. Trade Show 
     participation and Product advertising, aimed to promote MFR's name and 
     recognition, will be arranged case by case based on an agreed cost 
     sharing.

5.2  MCS will conduct business in its own name and in such a manner as it 
     sees fit. MCS shall pay all expenses of its offices and selling efforts 
     and activities and be responsible for the acts and expenses of its 
     employees.

5.3  MCS shall not, without MFR's prior written approval, enlarge, or limit 
     orders, make representations or guarantees concerning MFR's Products or 
     accept the return of, or make any allowance for such Product.

5.4  MCS shall abide by the MFR's policies and communicate same to its
     customers.

5.5  MCS will notify MFR about special customer requests arising from, for 
     example, quantity requirements, individual applications, competitive 
     situations, etc., which in MCS's  opinion require revisions from the 
     contents of this Agreement.

5.6  MCS will provide MFR with monthly sales forecasts.

5.7  MCS will attend MFR's sales/product training sessions as appropriate.


6.   MFR'S OBLIGATIONS

6.1  MFR shall be solely responsible for the design, development, and production
     and performance of its products and the protection of its trade names.

6.2  MFR guarantees that the Products comply with the legal provisions in the
     Territory which in particular are related to the CE-Requirements.

6.3  MFR shall furnish MCS free of charge with a reasonable amount of sales 
     literature and any other material necessary for the proper promotion and 
     sale of its products in the Territory. 

6.4  MFR shall furnish MCS with a Sales Book which includes MFR's sales 
     literature, price lists, ordering information, terms and conditions of 
     sale, license agreements, warranty conditions and material return 
     policies.

6.5  MFR offers training sessions for the Products which are periodically 
     held in it's principal office. MCS may attend these classes as 
     appropriate, at no charge. MCS is responsible for transportation, 
     lodging and living expenses of its employees.

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6.6  MFR shall be solely responsible for the after sales support of the 
     Products including but not limited to site installation and final 
     acceptance, customer training, warranty support, spares and field 
     service support, etc.

7.   WARRANTY AND SPARES SUPPORT

7.1  MFR warrants the products against defective material and workmanship for 
     a period of  1(one) year from the date of customers site acceptance. 
     Besides of this, MFR's General Warranty Conditions are applicable. 
     Obligation under this warranty is limited to repair or replacement at 
     MFR's option.

7.2  MFR guarantees availability of spare parts for a period of at least 5
     (five) years from thedate of shipment.


8.   PATENT INDEMNIFICATION

     MFR agrees to indemnify, protect and hold harmless MCS and it's 
     customers from and against all claims, demands, proceedings, suits, 
     liabilities, losses, damages, costs and expenses, including reasonable 
     attorney's fees and legal costs resulting from infringement of any 
     patents, trademarks or copyrights arising from purchase, sale or use of 
     the Products under this Agreement.

9.   FORCE MAJEURE

     Neither party shall be liable to the other party for any delay in or 
     failure of performance of obligations under this Agreement if such delay 
     or failure is a result of any cause beyond it's control, including but 
     not limited to natural calamities, strikes, acts of governmental bodies, 
     wars, riots, delays in usual sources of supply or any other commercial 
     impracticability. In no event will MFR be liable for consequential or 
     special damages on account of delay in furnishing Products under the 
     terms of this Agreement.

10.  LEGAL PROVISIONS

10.1 For all provisions not covered in this Agreement, the legal relationship 
     between MFR and MCS is governed by the United Nations Convention of  
     April 11,1980, on contracts for the International Sale of Goods (UN 
     Sales Convention, English version). Where standard terms of business are 
     used, the INCOTERMS 1990 of the International Chamber of Commerce, 
     Paris, apply.

10.2 If any provision of this Agreement is found contrary to, prohibited by, 
     or held invalid under applicable law or regulations of any jurisdiction 
     in which it is sought to be enforced, that provision shall be considered 
     inapplicable and omitted, but shall not invalidate the remaining 
     provisions.

10.3 Waiver by either party of any term, provision or condition of this 
     Agreement shall not be taken as a waiver of the same term, provision or 
     condition in the future, nor of any other term, provision or condition 
     of this Agreement.


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10.4 This Agreement constitutes the entire agreement between the parties with 
     respect to matters hereof, supersedes all prior Agreements, oral or 
     written, and may be amended in writing only executed by both parties.

11.  DISPUTES AND ARBITRATION

     Any dispute, controversy or claim arising out of or relating to this 
     Agreement including any question regarding it's existence, validity or 
     termination, or the breach thereof, shall be settled by binding 
     arbitration in accordance with the rules of the International Chamber of 
     Commerce, Paris, without recourse to the ordinary courts of law. Under 
     those rules three arbitrators shall be appointed, two of them by the 
     respective parties. The arbitration shall take place at the 
     International Chamber of Commerce, Paris, and shall be held in English 
     language.

IN WITNESS THEREOF, the parties have executed the Agreement the month, day, and
year first above written.



MACROTRON Systems GmbH                              GENUS, Inc.


/S/  Peter Selbach                                  /S/  James T. Healy
---------------------------                         ---------------------------
Peter Selbach                                       James T. Healy
Managing Director                                   President and CEO


VAT ID Number:  DE 811318517
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