SurgX Corporation
                                       and
                            Iriso Electronics Company

                     Supplemental Agreement For Amendment of
                 Intellectual Property Rights License Agreement


         This Supplemental  Agreement,  dated the 1st day of April, 2003, and by
and between SurgX  Corporation a corporation  of Delaware,  having an office and
place of business at 4340  Almaden  Expressway,  Ste 220,  San Jose,  California
95118  (hereinafter  referred to as "SurgX" ), and Iriso Electronics  Company, a
Japanese  corporation  having its principal office located at 2-35-8  Kitamikata
Takatsu-Ku,  Kawasaki Kanagawa, Japan 213-0005 ("Iriso") either or both of which
may also  hereinafter be referred to respectively as the "Party" or "Parties" to
this Supplemental Agreement,

                                WITNESSETH THAT:

WHEREAS,  Iriso and SurgX have entered  into the  Intellectual  Property  Rights
License Agreement dated October 22, 1997 (the "License Agreement);

WHEREAS,  Bussmann  (McGraw-Edison)  has allowed its corresponding  license from
SurgX to convert from exclusive to nonexclusive;

WHEREAS,  SurgX and Iriso desire to amend the terms of the License  Agreement as
set forth in this Supplemental Agreement; and

WHEREAS,  Iriso and SurgX each  represents  that it is fully  authorized to deal
generally with and make an agreement respecting the subject matter hereof.


NOW,  THEREFORE,  in  consideration  of the above premises and mutual  covenants
hereinafter contained, Iriso and SurgX agree as follows:

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1. The Grant under  Paragraph 2.1 shall be and is hereby amended to a license to
use Intellectual Property and Technical Information for the manufacture, use and
sale of Licensed Products worldwide,  which sales may be through distributors or
agents selected by IRISO, provided that IRISO shall be responsible for reporting
all such sales and for payment of royalty on such sales.  The worldwide  license
provided  by  this  amendment  shall  be  nonexclusive,  without  the  right  to
sublicense,  except to the extent that the Licensed Products sold by IRISO shall
carry with them the right and  license  for the  customer  to use them for their
intended use.

2. The Royalty  provisions of Paragraphs 5.1 and 5.2 and the Payment  provisions
of  Paragraph  6.1  shall be and are  hereby  replaced  with the  following  new
Paragraphs 5.1 through 5.6 for Section 5:

5.1 The royalty  shall be nine  percent  (9%) of Net Sales of Licensed  Products
which are non-connector SurgX devices, such as component, board or chip devices.

5.2 The  royalty  shall be two percent  (2%) of Net Sales of  Licensed  Products
which are SurgX connector devices.

5.3  There shall be no minimum royalties.

5.4 The term "Net  Sales"  shall mean total  gross  sales of  Licensed  Products
invoiced by IRISO, less only discounts shown on invoices, shipping charges shown
on invoices,  taxes shown on invoices and returns of Licensed Products for which
customers are given credit.

5.5 Net Sales shall be reported  and  Royalties  shall be paid for the  previous
calendar quarter within 45 days following the last day of the previous  calendar
quarter.  Net Sales are to be  reported  and  royalties  paid based on  invoiced
sales,  without regard to product shipment or customer payment.  Net Sales shall
include and Royalties shall be paid on any Licensed Product  manufactured during
the  term of this  Supplemental  Agreement  reportable  and due  when  invoiced,
without  regard to when sold or  shipped.  Any  Licensed  Products  bartered  or
transfer priced below market price shall be reported as Net Sales on the earlier
of ship date or invoice date and royalties shall be calculated on prices charged
third parties for comparable products.


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<PAGE>

5.6 In order to avoid double  taxation,  when IRISO submits royalty  payments to
SurgX, IRISO will include  documentation  regarding any taxes withheld therefrom
because of government requirements,  to enable SurgX to obtain tax treaty credit
for such  withholding.  Any taxes not required by the  government to be withheld
from royalty payments shall be IRISO's  responsibility and shall not be deducted
from or a credit claimed against royalties due.

3. The License Fee for the above grant of the worldwide  license is  $200,000.00
(US) payable by IRISO to SurgX upon signing of this Supplemental Agreement. This
Supplemental  Agreement  and the terms and  provisions  contained  herein  shall
become  effective and in force upon the date of receipt by SurgX of said License
Fee ("Effective  Date").  Said License Fee is nonrefundable  and is not credited
against past or future royalties due SurgX.

4. This  Supplemental  Agreement  shall be  construed,  interpreted  and applied
consistent with the terms of the Intellectual  Property Rights License Agreement
and in  accordance  with the laws of the State of  California,  USA.  Except for
matters of urgent need to protect trade secret  confidentiality and unauthorized
use of trade secrets of SurgX, disputes under this Agreement shall be subject to
Arbitration and such Arbitration shall be combined with and conducted consistent
with Section 10 of the License Agreement dated October 22, 1997.

5. This  Supplemental  Agreement shall continue in force and effect for the term
of the  Intellectual  Property Rights License  Agreement dated October 22, 1997,
and shall  terminate at the time said License  Agreement is  terminated  for any
reason.

6. The Notice provision of Paragraph 9 shall be and is hereby amended to provide
that the address for SurgX shall be:

                           SurgX Corporation
                           4340 Almaden Expressway, Ste. 220
                           San Jose, CA  95118
                           Attention:  Philip Micciche, President

7.  This  Supplemental   Agreement  constitutes  the  entire  understanding  and
agreement  between  the  Parties  relating  to the item  set  forth  herein  and
supersedes   and  cancels  any  and  all  previous  or  collateral   agreements,
negotiations, commitments, representations or understandings between the Parties
in  respect  thereto,   and,  except  as  specified  herein,   nothing  in  this
Supplemental Agreement shall supersede or in any way modify any of the terms and
conditions,  or the  rights  and  obligations  of the  Parties  included  in the
Intellectual  Property  Rights  License  Agreement  between  the  Parties.  This
Supplemental  Agreement  may not be  changed,  modified,  released,  discharged,
abandoned,  or assigned (in whole or in part) except by an instrument in writing
signed by an authorized representative of each Party hereto.

8. This  Supplemental  Agreement is subject to all of the laws and  regulations,
now in effect or hereafter in effect,  of the United States  Government  and its
Departments and Agencies.


IN WITNESS WHEREOF,  the Parties hereto have caused this Supplemental  Agreement
to be executed by their duly  authorized  representatives  dated as specified on
the first page of this Supplemental  Agreement and effective as of the Effective
Date specified above in Paragraph 3 of this Supplemental Agreement.



Iriso Electronics Company                            SurgX Corporation

By: /s/ Sadao Sato                                   By: /s/ Philip J. Micciche
    --------------                                       ----------------------
Name: Sadao Sato                                     Name: Philip J. Micciche
      ----------                                           ------------------
Title: President                                     Title: CEO
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