MASTER SECURITY AGREEMENT



CITICAPITAL'



Master Security Agreement No. L2116440



THIS MASTER SECURITY AGREEMENT (the "Agreement") is by and between Citicorp

Vendor Finance, Inc., a Delaware corporation, having its principal office at 700

East Gate Drive, Mount Laurel, New Jersey 08054-5404 ("Secured Party") and

Genus, Inc., a California corporation, having its chief executive office at 1139

Karlstad Drive, Sunnyvale, California 94089 ("Debtor"). In consideration of the

covenants and conditions contained herein, Secured Party and Debtor agree as

follows:



     1.  GRANT OF SECURITY INTEREST. For valuable consideration, the receipt and

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sufficiency  of  which is hereby acknowledged by Debtor, Debtor hereby grants to

Secured  Party  a  continuing general lien and security interest in the items of

equipment  and collateral set forth from time to time in each Secured Promissory

Note  issued  pursuant to this Master Security Agreement (individually a "Note",

and  collectively  the  "Notes") including, without limitation, all accessories,

additions, alterations, attachments, parts, and repairs now or hereafter affixed

thereto  or  used  in  connection  therewith  and substitutions and replacements

thereof  or of any part thereof (collectively, the "Equipment") and all proceeds

of  the  foregoing  including, without limitation, the proceeds of any insurance

payable  to  Debtor  or Secured Party with respect to the foregoing; any cash or

cash  equivalent  deposits  made by Debtor to Secured Party from time to time to

secure  Debtor's  obligations  under  any  Note  or other agreement with Secured

Party,  (a  "Security  Deposit");  and  any and all real or personal property as

Debtor  from  time  to time leases or has leased from Secured Party or that from

time  to time secures or has secured any indebtedness of Debtor to Secured Party

(collectively,  the  "Collateral").



     The security interest granted herein shall attach to each item of Equipment

at the earlier of (i) Debtor's execution and delivery of the Note with respect

to such item which shall occur upon Debtor's acceptance of such item pursuant to

the terms of any purchase order or agreement with the vendor of such item; or

(ii) the time that Secured Party advances any funds on behalf of Debtor in

complete or partial payment for such Equipment. Any Security Deposit shall not

bear interest, may be commingled with other funds of Secured Party and shall be

immediately restored by Debtor if applied under Section 9(e).          'I





     The  continuing  general  lien  and  security interest granted hereby is to

secure  payment  of  all  Notes  at  any time outstanding and all obligations of

Debtor  to  Secured  Party,  thereunder, hereunder or under any other agreement,

including,  without  limitation,  equipment  leases  or  title  retention  or

conditional  sales  agreements,  or  otherwise,  whether  due  or  to become due

hereafter, and whether now existing or hereafter arising whether entered into or

acquired  by  Secured  Party.





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     2.  Payments.Debtor  shall  make  the  payments  under  any  Note  issued

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hereunder on the dates and in the amounts set forth in such Note.



     3.  'SECURED  PARTY'S  DISCLAIMER  OF  WARRANTIES.SECURED  PARTY  MAKES  NO

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WARRANTY  OR  REPRESENTATION  OF  ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE

COLLATERAL  OR  AS TO THE DESIGN, CONDITION, OR QUALITY OF THE COLLATERAL OR THE

MATERIAL OR WORKMANSIIIP UTELIZED IN CONNECTION WITH THE COLLATERAL, AND SECURED

PARTY  MAKES  NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE

WITH RESPECT THERETO, OR AS TO ANY OTHER MATTER. Debtor acknowledges that it has

selected the Collateral on the basis of its own judgment and expressly disclaims

any  reliance  upon  any  statements  or  representations made by Secured Party.

Debtor  understands and agrees that neither the vendor of the Collateral nor any

agent  of  the  vendor is an agent of Secured Party or is authorized to waive or

alter  any  term  or  condition  of  this  Agreement  or  of  any  Note  and  no

representation  as  to the Collateral or any other matter by the vendor shall in

any way affect Debtor's duty to perform its obligations as set forth in any Note

or  this  Agreement,  which  obligations  are  unconditional  and  absolute.



     4.  DEBTOR'S  REPRESENTATIONS  AND  WARRANTIES.  Debtor  represents  and

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warrants to Secured Party as of the date hereof and as of the date of each Note

hereunder that:



          (a)  Debtor  is  a  business organization and with its chief executive

office  both  as  set  forth in the first paragraph hereof duly organized and in

good standing under the laws of its state of organization, is duly qualified and

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