<PAGE>

                               Amendment No. 1 to

       Intellectual Property Rights License Agreement; dated August, 1997

     WHEREAS, this Amendment to the Intellectual Property Rights License
Agreement is effective as of April 6, 2000, (hereinafter "Effective Date");

     WHEREAS, Effective as of December 31, 1998, McGraw-Edison Company assigned
this Agreement to Cooper Bussmann, Inc., a corporation of Delaware, acting
through its Cooper Electronic Technologies having a place of business at 114 Old
State Road (P.O. Box 14460) Ellisville, MO. 63021-5942 (hereinafter "CET");

     WHEREAS, CET has been purchasing SurgX compounded material from SurgX and
has been selling SurgX transient voltage surge suppression products for use in
the electronic circuits industry;

     WHEREAS, SurgX and CET desire to enable CET to compound the SurgX material
to allow CET to produce devices that achieve all desired operating
characteristics specified by CET;

     WHEREAS, SurgX possess certain information that has not been previously
disclosed to CET that will enable CET to compound the SurgX material; (referred
to as being "SurgX Confidential Information.")

     WHEREAS, SurgX desires to disclose such SurgX Confidential Information to
CET to enable CET to continue to manufacture and sell SurgX products pursuant
to this Intellectual Property Rights License Agreement;

     NOW, THEREFORE, in consideration of the above premises and mutual covenants
hereinafter contained, SurgX and CET hereby amend the Intellectual Property
Rights License Agreement; as agreed as follows:

     A. Amend Section 4 by adding the following clause at the end thereof:

        "4.7. The additional information that SurgX shall disclose to CET under
        this agreement shall include at least the following:

<PAGE>

        a. All information that has been collected and stored pursuant to the
           Escrow Agreement including specifically the entire contents of the
           Escrow deposits made on August 11, 1997, and January 25, 1999;


        b. All raw material purchasing specifications and or instructions;


        c. All material handling, storage, shipping specifications and or
           instructions or other similar information in the possession of SurgX;


        d. All manufacturing, processing, finishing specifications, final
           quality control procedures, historical test data, test equipment
           designs and or instructions and


        e. Other similar information in the possession of Surgx"


     B. The additional information referred to in the above section 4.7 shall be
considered "Confidential Information" under section 12 of Intellectual Property
Rights License Agreement dated August 1997.

     IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
executed by their duly authorized representatives and to be effective as of the
Effective date specified on the first page of this Amendment.

SURGX CORPORATION                           COOPER BUSSMAN, INC.
                                         Cooper Electronic Technologies

By /s/ Mitchel Underseth                By /s/ Steven D Hogge
   ---------------------                   ------------------

Typed: Mitchel Underseth                    Typed: Steven D Hogge

Title:  C.F.O.                              Title: V.P.

Date: 4/6/2000                              Date: 4/10/2000