EXHIBIT 10.21


                      SURGX PRODUCT INTRODUCTION AGREEMENT

          This Agreement is made and entered into this 7th day of June,  1996 by
and between SURGX  CORPORATION,  a Delaware  Corporation,  with offices at 47341
Bayside Parkway, Fremont,  California 94538 ("SURGX") and NATIONAL SEMICONDUCTOR
CORPORATION,  a Delaware Corporation,  with offices at 2900 Semiconductor Drive,
Santa  Clara,   California  95052  ("NATIONAL").   SURGX  and  NATIONAL  may  be
individually or  collectively  referred to in this Agreement as a "Party" or the
"Parties".

                                    RECITALS

          SURGX  is a  supplier  to  the  semiconductor  industry  of  polymeric
materials which provide  electrostatic  discharge ("ESD") control and protection
for  semiconductor  devices  and  packages,  including  new  products  providing
improved ESD control and- protection  ("SURGX ESD Products")  including  SURGX's
product  referred  to as SurgTape  (as  further  defined on Exhibit A hereto and
having the specifications set forth on Exhibit B. "SurgTape").

          NATIONAL is a manufacturer of integrated circuit semiconductor devices
and packages in which there may be a need for ESD control and protection.

          The new  SURGX  ESD  Products  may  require  some  reconfiguration  or
redesign,  or a change in the method of  manufacturing  or  assembly,  to enable
their incorporation into semiconductor devices or packages.

          SURGX desires to have SURGX ESD Products  incorporated into commercial
NATIONAL semiconductor devices and packages as early as may be practical.

          SURGX and  NATIONAL  desire to  establish  the basis  under  which the
parties can cooperate  through a four phase program for the rapid  incorporation
of SURGX ESD Products and the  improved  ESD  performance  provided by SURGX ESD
Products into NATIONAL devices and packages.  The four phase program,  presently
contemplates  (a)  feasibility  study  phase  for  setting  the ESD  performance
specification  requirements  for a particular  device or package and determining
the design of the device or package  incorporating the SURGX ESD Product,  (b) a
prototype  phase  for  preparing  prototypes  of  the  design  and  testing  the
prototypes for  reliability and  performance,  (c) test production of the design
for product  qualification  and shipment,  and (d) commercial  production of the
design. It is understood that several of these project phases may be in progress
simultaneously or sequentially for different designs.

          NATIONAL is willing to pay to SURGX certain specified amounts for each
phase of the program,  pending successful completion of earlier Phases, in order
to accelerate the  early commercial use of the SURGX ESD  Products in NATIONAL
semiconductor devices and packages.

NOW THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS:

1. CONDUCT OF PRODUCT INTRODUCTION PROGRAM

          1.1 Exhibit C sets forth each specific semiconductor device or package
in which  NATIONAL  desires to  incorporate  SURGX ESD  Products  for  prototype
testing and eventual commercial  production.  Because the SURGX ESD Products are
available  in various  forms  such as tapes,  compositions,  pastes,  laminates,
components,  etc.,  the design of and method of preparing a prototype  device or
package  will vary  depending  on the type of SURGX ESD Product  employed  for a
particular  design  or  to  meet  particular  specifications  for  a  particular
semiconductor device or package.  Such work (initially with respect to SurgTape)
is to occur in four (4) phases (each, a "Phase") as follows:

                   (a)  Feasibility  Phase  (SurgTape  Phase I): Setting the ESD
performance  specifications  for a particular  device or package  utilizing  the
SURGX ESD  Products  and  determining  the  design  for the  device or  package.
Reformulating and redesigning  SURGX ESD Products and  demonstrating  that SURGX
ESD Products  provide ESD protection on individual leads for the selected device
or  package.  The  specific  tasks to be  completed  are as further  detailed on
Exhibit D;

                   (b)  Preliminary  Phase  (SurgTape  Phase  II):   Preliminary
manufacturing  of SurgTape  from Phase I  formulations  and  designs.  Assembled
devices to be built and tested for reliability and performance.

                   (c) Test Production Phase (SurgTape Phase m): Low volume 
production of the successful prototypes from Phase II for product qualification
 and shipment; and

                   (d) Commercial Production Phase (SurgTape Phase IV): High 
volume production of the successful device or package from Phase III.

The  obligations  of each Party to conduct  work with  respect to a Phase of the
program is contingent upon the prior  agreement of the parties,  as set forth in
Section 2 below, to the prior establishment of a mutually-acceptable development
timetable setting forth the appropriate compensation for each such Phase and, in
the case of Phase IV, the execution of a commercial supply agreement between the
parties which shall include a trademark license  permitting  NATIONAL to use the
SurgTape and SURGX trademarks in connection with SURGX ESD Products. The Parties
agree that such supply agreement shall grant NATIONAL preference over any supply
by SURGX to  parties  that have not  engaged in a product  introduction  program
similar to the  program  conducted  under this  Agreement,  and that such supply
agreement  shall  obligate  SURGX to supply  materials to NATIONAL in accordance
with agreed-upon forecasting requirements such that if SURGX materially fails to
meet  such  requirements,  NATIONAL  shall  have the right to have the SURGX ESD
Products  made for it by a third party  supplier  (on a  royalty-bearing  basis)
solely  for   NATIONAL's  use  in  connection   with  its   integrated   circuit
semiconductor devices.

          1.2 The  Parties  hereto  agree to  devote  sufficient  personnel  and
resources to provide or make available the  appropriate  personnel and resources
including materials,  devices,  fabrication equipment, testing equipment and the
like,  as the Parties agree is  appropriate  for each  particular  Phase of each
project.

          1.3 The  Parties  agree  to  designate  for each  Phase  at least  one
management  person  whose  duty will be to  confer or meet on a weekly  basis to
further the  progress of each Phase and to prepare a weekly  summary  report for
distribution  to those who are  involved in the  particular  project and need to
know the progress of each Phase. Upon the successful or unsuccessful  conclusion
of each Phase the managers  shall jointly  issue a final summary  report on that
particular Phase.

2. SERVICE FEE AND COMMERCIAL DISCOUNT

          2.1 Prior to the initiation of each Phase,  the Parties will negotiate
in good faith the completion  timetable and funding  levels for such Phase.  The
expected  total  funding for the  project is  $750,000  for all four Phases (the
"Service  Fee").  The initial  funding for Phase I of the  SurgTape  program and
timetable for establishing future funding levels shall be as follows:

                  (a) SurgTape Phase I: Total funding of S95,000 to be paid over
a project  duration of five (5) months as follows:  $19,000 as of March 15, 1996
and $19,000 on the 15th day of each month  thereafter  provided,  however,  that
each such payment  shall be delayed until all weekly  progress  reports by SURGX
for the preceding month have been received by NATIONAL.

                  (b) SurgTape Phase II: Based upon NATIONAL's satisfaction that
the  product  specifications  set  forth  in  Exhibit  B  can  be  met  and  the
manufacturing costs of such products meeting reasonable profit expectations, the
expected start date would be August 15, 1996. Funding and specific  deliverables
are to be negotiated by the Parties pending completion of Phase I.

                  (c) SurgTape  Phase III:  Initiation of low volume  production
planned for the first quarter of 1997.  Funding  levels for this Phase are to be
negotiated  by the parties prior to January 15, 1997 in order to permit time for
applicable equipment purchases.
                   (d)  NATIONAL   shall   provide  5  quarters  of   commercial
requirements  forecasting  by November 1, 1996.  SURGX shall  provide a business
proposal for  commercial  production by December 1, 1996.  Supply  agreement and
discount  pricing  strategy are to be  negotiated by the Parties with a targeted
signing date of February 1, 1997.

 2.2 In partial consideration of the Service Fee, SURGX agrees that for any

device or package  manufactured by NATIONAL under Phase IV incorporating a SURGX
ESD  Product,  SURGX will  provide  that  SURGX ESD  Product  to  NATIONAL  at a
discounted  price compared to the price paid by other  manufacturers  of similar
devices  and/or  packages  where the other  manufacturer  has not  engaged  in a
product  introduction  program  similar  to the  program  conducted  under  this
Agreement. SURGX agrees to maintain an appropriate discount for NATIONAL on such
SURGX ESD  Product  for an  appropriate  period of time to provide  NATIONAL  an
economic  benefit and a reasonable  return on its investment of the Service Fees
paid to SURGX 3. CONFIDENTIALITY

         3.1 All technical,  business and other  information  exchanged by SURGX
and NATIONAL under this Agreement shall be deemed to be  confidential  and shall
include  the  terms  and  conditions  of this  Agreement.  The  Party  receiving
confidential information under this Agreement shall for the period from the date
of this Agreement  until five (5) years after its  termination  make use of such
information  only for the  purpose  of  fulfilling  its  obligations  under this
Agreement  and shall protect such  information  by using the same degree of care
but no  less  than  reasonable  degree  of  care to  prevent  unauthorized  use,
dissemination  or publication of such information as the receiving Party uses to
protect its own confidential information of a like nature.

         3.2 The foregoing  obligations  shall not apply to the Party  receiving
confidential information under the Agreement with respect to information that:

                   (a) was in the receiving  Party's  possession  before receipt
thereof from the disclosing Party;

                   (b) is or  becomes a matter of public  knowledge  through  no
fault of the receiving Party;

                   (c) is  rightfully  received  by the  receiving  Party from a
third Party without a duty of confidentiality;

                   (d) is  disclosed  by the  disclosing  Party to a third Party
without a duty of disclosure on the party of the third Party;

                   (e) is  independently  developed  by the  receiving  Party by
personnel  having no knowledge of the  information  received from the disclosing
Party; and

                   (f) is  disclosed  by the  receiving  Party after  receipt of
prior written approval from the disclosing Party.

          3.3 Disclosure of any confidential information by a Party shall not be
precluded  by this  agreement  if such  disclosure  is required in response to a
valid court order or order of a  government  body  provided  that the  receiving
Party  promptly  notifies  the other  Party of such order and makes a good faith
effort, but at the expense of the Party originating the confidential information
to obtain a protective order requiring the  confidential  information to be kept
in confidence and used only for the purpose of the court or governmental order.

          3.4 Except as required by law neither Party to this  Agreement  shall,
without prior written  consent of the other Party,  make or cause to be made any
press  release  or non  confidential  disclosure  that  directly  or  indirectly
discloses  the  transactions  contemplated  by this  Agreement or discloses  the
identity of the Parties hereto.

          3.5  This  Agreement  shall  not  supersede  nor  affect  the  rights,
obligations, terms or conditions of any prior confidentiality agreements between
SURGX and  NATIONAL  which  shall  continue  for its full  stated  terms.  It is
necessary that all such obligations of  confidentiality  be continued due to the
varied scope and coverage of each obligation.

4. INTELLECTUAL PROPERTY

          4.1 Any  invention  directed  toward any new SURGX ESD  Product or any
change in, improvement of or modification of any SURGX ESD Product made pursuant
to this Agreement by either Party or jointly by the Parties and any intellectual
property based on or developed from the Confidential  Information of SURGX shall
be the intellectual property of SURGX. NATIONAL shall take all actions necessary
to vest such intellectual property rights in SURGX and SURGX shall in turn grant
NATIONAL  the right to use the  intellectual  property of SURGX  covered by this
Paragraph  4.1 in  NATIONAL's  commercial  manufacturing  of  its  semiconductor
devices and packages by virtue of NATIONAL'S  purchase from SURGX of proprietary
SURGX ESD Products utilized therein.

         4.2 Any invention directed toward any new NATIONAL device or package or
any change in,  improvement of or modification of any NATIONAL device or package
or method or process of  packaging  made  pursuant to this  Agreement  by either
Party or jointly by the Parties shall be the  intellectual  property of NATIONAL
In the event that a method or process for the  application or use of a SURGX ESD
Product is developed  which would  otherwise be deemed  NATIONAL'S  intellectual
property  under this  Paragraph  4.2, SURGX shall have the right to license from
NATIONAL such method orprocess in order to enable SURGX to commercially  sell in
the  industry  the SURGX ESD Product for use in such method or process  provided
that:  (a) such method or process is necessary to enable that  commercial use of
the SURGX ESD Product; (b) it is not necessary to use any patented semiconductor
device or package design of NATIONAL;  and (c) SURGX agrees to negotiate in good
faith a reasonable royalty rate for such license.

         4.3  The  above  Paragraphs  4.1  and  4.2  notwithstanding,   all  ESD
measurement  equipment  developed by the Parties during this Agreement  shall be
the intellectual property of the party employing or contracting with inventor(s)
thereof,  subject to the  respective  license  rights,  if any,  of the  parties
hereunder.

5. TERM AND TERMINATION

         5.1 This  Agreement  shall  remain in force  until the later of (i) two
years from the date  hereof or (ii) the  completion  of Phase IV,  which  unless
earlier terminated pursuant to this Section 5.

         5.2 This Agreement may be terminated without cause by either Party upon
30 days written notice provided,  however, that if SURGX is acquired by a direct
competitor of NATIONAL SURGX shall not terminate  this  Agreement  without cause
until  completion  of Phase IV. If  terminated by SURGX without cause under this
paragraph, SURGX shall not be entitled to any further payment under any schedule
established under Paragraph 1.1.

         5.3 This  Agreement  may be  terminated  by either party for cause upon
breach of this Agreement by the other Party after 30 days written notice of such
breach and  failure of the Party in breach to remedy the breach  within  said 30
days.

         5.4 Upon  completion or  termination  of this Agreement with or without
cause, no amounts paid by NATIONAL to SURGX shall be refunded by SURGX.

6. GENERAL TERMS

         6.1 This Agreement  shall be governed in all aspects by the laws of the
state  of  California  except  for  any law in  California  which  requires  the
application of the law of another state or jurisdiction outside California.

         6.2 SURGX  represents  and  warrants  that (i) the  SURGX ESD  Products
supplied by SURGX will meet the specifications agreed to for such products; (ii)
that the materials  used by SURGX in the  development  of SURGX ESD Products are
the intellectual property of SURGX and may, to the best of SURGX's knowledge, be
used for the  development  of SURGX ESD  Products  without  infringement  of the
rights of third parties;  (iii) that there are no infringement claims or actions
pending  against SURGX with respect to any such products or materials;  and (iv)
that  SURGX has the  right to grant  all  licenses  granted  herein to  NATIONAL
without  interference  with the rights of others.  SURGX agrees to indemnify and
hold  NATIONAL  harmless  from any such  claims of  infringement  based upon the
materials  supplied  by SURGX  up to the  amount  paid  therefore  by  NATIONAL.
However,  SURGX makes no  representation or warranty or guarantee that any SURGX
ESD Product will perform in any particular NATIONAL device or package as desired
by  NATIONAL.  It is the  responsibility  of NATIONAL  to test such  devices and
packages to insure that same perform in accordance with NATIONAL  specifications
or the product  specifications of the customer purchasing such device or package
from  NATIONAL In the event of a product  liability  claim on any  semiconductor
device or package  sold by NATIONAL  shall hold SURGX  harmless  with respect to
such claim, unless such claim would not have arisen but for the use of SURGX ESD
Products within such semiconductor device or package sold by NATIONAL,  in which
case SURGX shall hold NATIONAL  harmless with respect to such claim, and may, at
SURGX's option,  take control of the liability claim.  Except for the foregoing,
neither party shall a liable to the other for any special, indirect, incidental,
or consequential damages,  losses, loss of profits, loss of data or use thereof,
or  interruption  of business,  whether based on alleged breach of warranty,  of
contract, tort or other legal theory.

          6.3 This contract shall be considered personal between the Parties and
shall not be assignable or transferable to any other Party except any company or
entity  controlling,  controlled  by, or under the common  control  with a Party
hereto (an  "Affiliate"),  without the prior written consent of the other Party.
The prohibition against assignment provided by this paragraph shall not apply if
this Agreement is being  transferred to another entity as part of a sale, merger
or transfer the entire business of the Party to which this Agreement relates.

          6.4 Neither SURGX nor NATIONAL are agents of the other. This Agreement
does not  establish  any joint  venture,  partnership,  or agency  relationship.
Neither   Party  has  the  right  or   authority   to  create  any   obligation,
representation  or  responsibility  express  or  implied  on behalf of the other
Party. The Parties hereto are independent contractors.

          6.5 This  Agreement  is non  exclusive  in nature and it is  expressly
understood  that either Party may enter into the same or similar  agreement with
other  entities  for the same or  similar  reasons  for same or  similar  goals,
provided that the confidentiality of this Agreement is maintained.

         6.6 If any  provision of this  Agreement is held invalid,  illegal,  or
unenforceable,  the  validity,  legality,  or  enforceability  of the  remaining
provisions of this Agreement shall not be affected or impaired.

          6.7 Except for any prior  confidentiality  agreements  referred  to in
Section 3.5,  this  Agreement  and the Exhibits  hereto  constitutes  the entire
agreement  between the Parties  with  respect to the subject  matter  hereto and
shall not be amended  or  modified  without  written  agreements  signed by both
Parties.

          6.8 In witness whereof the Parties have had this Agreement executed by
their  respective  authorized  officers  on the  date  written  below  with  the
Agreement  being  effective  the  date  appearing  on the  first  page  of  this
Agreement,  with the intent that the Parties by legally and  equitably  bound by
its terms.



NATIONAL SEMICONDUCTOR                                       SURGX CORPORATION
CORPORATION
 By: /s/ D.A. Handorf                                      By: /s/ Arvind Patel
                  (Signature)                                       (Signature)
D.A. Handorf                                                   Arvind Patel
 (Print Name)                                                  (Print Name)

Title: Vice President                                Title:  CEO

Date: June 7, 1996                                          Date:  June 10, 1996




                                    EXHIBIT A

                             Definition of SurgTape

The term "SurgTape" shall mean a tape product that can be used to provide ESD or
electrical  overstress  (EOS)  protection  for  integrated  circuits.   SurgTape
incorporates  a material  than can be  positioned  between  signal lines and the
ground line(s). The material has a high impedance, and low leakage during normal
circuit operation.  During an EOS or an ESD event, the material transitions to a
low impedance state that shunts the offending  charge to ground.  The pin-to-pin
capacitance  added by the material is  typically  less than one  picofarad.  The
mechanical flexibility and the electrical  characteristics of the material allow
for a wide variety of  packaging  concepts,  including  arrays in which a common
ground is used with multiple signal lines.

SurgTape  can be placed,  both inside the IC package and outside the IC package,
as well as, on or in the printed  circuit  boards.  SurgTape can also be used in
discrete devices such as connector arrays and surface mount components.

 

                                    EXHIBIT B

                  Polymer Requirement specification for phase 1

1) Polymer must be able to be molded inside of a plastic and ceramic IC
package. Demonstrating manufacturability, high yield (greater than 95%) and 
low cost ( less than 1 cent/unit adder).
2) Implemented polymer must pass ALL reliability tests as defined in National's
document SOP-5-049.
3) Implemented polymer must withstand the assembly flow for plastic and
ceramic packages.
4) Implemented polymer must withstand the board mounting process for Ics.
5) two versions of the polymer are required:
a) For high voltage devices with biasing at +/- 30 volts maximum ( Phase
1)
b) For standard voltage devices with biasing at 7 volts maximum. ( Later
phase)
6) Additional leakage of less than 1OnA.
7) Additional capacitance of less than 1pF
8) Maximum temperature of greater than 240 deg C.
9) Thermal expansion coefficient compatible with the IC package material.
10) ESD performance as follows:
a) Human body model and 801-2 performance greater than 15KV per EOS/ESD
association standard S1.5
b) Machine model performance greater than 1.5K~ per standard S5.2
c) Charged Device Model performance greater than 1 KV per standard S5.3
d) Charged Cable Model performance greater than 200uW



                            EXHIBIT C

                              PACKAGES

                  1) 16 Lead DIP (dual In Line)
                  2) 16 Lead SOIC (slim outline)