Pacific Business Funding

                   A Member of the Greater Bay Bancorp Family

                              [GRAPHIC  OMITED]



20195 Stevens Creek Boulevard           Suite #220         Cupertino, California

95014   Tel.  (408)  255-9300           Fax  (408)  255-9313





                               FACTORING AGREEMENT



     This  Factoring Agreement (the "Agreement"), dated as of March 28, 2001, is

entered  into  by and between GENUS, INC. a  corporation,   partnership,    sole

proprietorship]  ("Seller")  having  its  principal  place of business and chief

executive  office at the address set forth below Seller's signature, and Pacific

Business  Funding, a division of Cupertino National Bank ("Purchaser") having an

office  at  the  address  identified  above.

Capitalized  terms  used  in  this Agreement shall have the meanings assigned to

them  in  Section  13,  Definitions.



1.   Purchase  of  Accounts



1.1  Schedule  of  Accounts.  Seller  may,  at  any time, request that Purchaser

     purchase  Accounts.  Any such request by Seller shall be made by delivering

     to  Purchaser  a  Schedule  of  Accounts (the "Schedule of Accounts") which

     describes  in  detail  the  Accounts  Seller  is  requesting  Purchaser  to

     purchase, including, (a) the name and address of the Account Debtor of each

     such  Account,  (b)  the  amount  owed  by  the Account Debtor of each such

     Account,  and  (c)  the date and number of the invoice evidencing each such

     Account. Each Schedule of Accounts shall have attached to it an invoice for

     each  Account described on the Schedule of Accounts, and shall be signed by

     an  authorized  representative  of  Seller.



1.2  Discretionary  Approval of Accounts. Purchaser may, in its sole discretion,

     purchase  any  Account  included in a Schedule of Accounts, but is under no

     obligation  to  purchase  any such Account. Purchaser may exercise its sole

     discretion  in approving each Account and the credit of each Account Debtor

     before  purchasing  any  Account.



1.3  Payment  of  Advances;  Creation  of  a  Book  Reserve.  Upon  approval, in

     Purchaser's sole discretion, of any of the Accounts described on a Schedule

     of  Accounts,  Purchaser  shall pay to Seller as the purchase price for any

     approved  Account  EIGHTY PERCENT (80%) of the face amount of such approved

     Account  (the  "Advance").  Purchaser may, time to time, in its discretion,

     upon  notice  to Seller, change the percentage of the Advance. Upon payment

     of  the  Advance  to  Seller,  Purchaser  shall  also  create  a reserve on

     Purchaser's  book  and records with respect to each Purchased Account in an

     amount  equal to the face amount of the Purchased Account minus the Advance

     for  such Purchased Account (the "Reserve"). Notwithstanding the foregoing,

     in  no  event  shall  the  Reserve  with  respect to all Purchased Accounts

     outstanding  at  any  time be less than TWENTY PERCENT (20%) of the Account

     Balance.  Purchaser, may in its discretion, upon notice to Seller, increase

     the  percentage  of  the  reserve  at  any  time.



1.4  Transfer  of  Accounts. At the time Purchaser pays the Advance with respect

     to  any  Account  such  Account  shall  constitute a Purchased Account, and

     Seller  hereby absolutely sells, transfers and assigns to Purchaser, all of

     Seller's right, title and interest in and to each Purchased Account. Seller

     also  hereby  sells,  transfers  and  assigns to Purchaser all of the goods

     represented  by each Purchased Account, all of Seller's rights and remedies

     as  an  unpaid  seller  under  the  California  Commercial  Code  and other

     applicable  law,  including  the  rights  of stoppage in transit, replevin,

     reclamation,  and claim and delivery, and all Seller's rights in and to all

     security  for  each  such Purchased Account and guaranties thereof, and all

     rights  against  third parties with respect thereto. Any goods recovered or

     received  by  Seller  shall  be set aside marked with Purchaser's name, and

     held  for  Purchaser's  account  as  owner.



1.5  Collection  of Accounts. Each Purchased Account shall be collected directly

     by  the  Purchaser. At the request of Purchaser, Seller and Purchaser shall

     jointly  notify  each Account Debtor by letter that Purchased Accounts owed

     by  such  Account  Debtor  have been assigned and are payable to Purchaser.

     Such notification shall be in form and substance satisfactory to Purchaser.

     Seller  shall  not  take  or  permit  any  action  to  change or revoke any

     notification  without  Purchaser's  prior  written  consent  and  shall not

     request  any  Account  Debtor  to  pay  any  Purchased  Account  to Seller.

     Notwithstanding the foregoing, in the event Seller received any payments of

     any  Purchased  Accounts,  Seller shall (A) immediately notify Purchaser of

     such payment, (B) hold such payment in trust and safekeeping for Purchaser,

     and  (C) immediately turn over to Purchaser the identical checks, monies or

     any  other  forms  of  payment  received, with any necessary endorsement or

     assignment.  Purchaser shall have the right to endorse Seller's name on all

     payments  received  in  connection  with  each Purchased Account and on any

     other  proceeds  of Collateral. If Purchaser receives a check or item which

     is  payment  for  both a Purchased Account and a non-Purchased Account, the

     funds  shall  first be applied to the Purchased Account and, and so long as

     there  does not then exist an Event of Default or an event that with notice

     or  lapse of time would constitute an Event of Default, the excess shall be

     remitted  to  Seller. In the event Purchaser receives any other payments of

     non-Purchased  Accounts, Purchaser shall remit to Seller the collections of

     such  non-Purchased  Accounts;  provided,  that  if any Event of Default or

     event  that  with  notice or lapse of time or otherwise would constitute an

     Event  of  Default  then  exists, Purchaser shall have no duty to remit any

     such  collections,  which  collections constitute Collateral, and may apply

     such  collections  to  reduce  Obligations.



1.6  Full  Recourse. The purchase by Purchaser of Purchased Accounts from Seller

     shall  be with full recourse against Seller. Seller shall be liable for any

     deficiency  in  the  event  the  Obligations exceed the amount of Purchased

     Accounts  and  the  other  Collateral.



2.     Fees  and  Customer  Payments.



2.1  Finance  Fees.  Seller  shall  pay  to Purchaser on each Settlement Date, a

     finance  fee  in  an amount equal to EIGHT TENTHS OF ONE PERCENT (0.8%) per

     month  of  the  average  daily  Account  Balance  outstanding  during  the

     Settlement Period ending on such Settlement Date (the "Finance Fees"). Such

     accrued  Finance  Fees  shall be netted against the Reserve as described in

     Section  3.3,



2.2  Administrative Fees. Seller shall pay to Purchaser on each Settlement Date,

     an  Administrative  Fee  equal  to ONE FOURTH OF ONE PERCENT (0.25%) of the

     face  amount  of  each Account purchased by Purchaser during the Settlement

     Period  ending  on  such  Settlement  Date  (the "Administrative Fee"). All

     Administrative  Fees  shall  be  netted against the Reserve as described in

     Section  3.3.



2.3  Maximum  Lawful  Rate.  In  no  event shall any charges that may constitute

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