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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