<PAGE>

                                    EXHIBIT 10.31

                          CONFIDENTIAL TREATMENT REQUESTED

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE PORTIONS OF THIS AGREEMENT 
MARKED [*].  THE OMITTED PORTIONS OF THIS AGREEMENT HAVE BEEN FILED 
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
                                          
                                          
                                          
                                          
                                          
                                          
                            INTELLECTUAL PROPERTY RIGHTS
                                 LICENSE AGREEMENT
                                          
                                          
                                      BETWEEN
                                          
                                          
                                          
                              SURGX CORPORATION OF USA
                                     (LICENSOR)
                                          
                                          
                                        AND
                                          
                                          
                                          
                       IRISO ELECTRONIC COMPANY, LTD. OF JAPAN
                                     (LICENSEE)
                                          
                                          
                                          
                            Dated  OCTOBER        , 1997

<PAGE>

                   INTELLECTUAL PROPERTY RIGHTS LICENSE AGREEMENT

          On  October   1997, SurgX Corporation, a Delaware corporation 
having its principal office at 1100 Auburn Street, Fremont, California 94538 
(hereinafter "Licensor") and IRISO Electronics Company, a Japanese 
corporation having a principal office at 2-35-8 Kitamikata Takatsu-Ku, 
Kawasaki Kanagawa, Japan 213 (hereinafter "Licensee") agree to replace their 
original Agreement (Attachment 1) dated September 1, 1994 with this License 
Agreement.   The capital equipment ( Attachment 2) purchased by Oryx  (by the 
SurgX Division) under the September 1994  Agreement, that is presently in use 
at SurgX Corporation but which is owned by IRISO will continue to be owned by 
IRISO. 

1.   DEFINED TERMS.

          1.1    "Improvements" shall mean those supplements, changes, 
revisions, updates, advancements, corrections, and modifications to the 
Technical Information or Licensed Intellectual Property Rights.  
"Improvements" also includes manufacturing process improvements made during 
the term of this Agreement which are necessary or useful for the manufacture, 
use, or sale of Licensed Products.

          1.2    "Licensed Intellectual Property Rights" means SurgX's 
interest in any patents, patent applications, inventions (including the 
inventions and patent applications listed on Attachment 1.2), the "SurgX" 
trademark and trade name, Technical Information and copyrights owned, 
controlled, applied for or obtained by SurgX at any time before or during the 
term of this Agreement to the extent such rights are necessary or essential 
for the manufacture, use and sale of the Licensed Products.  Wherever used in 
this Agreement, Licensed Intellectual Property Rights includes any such 
rights relating to Improvements of SurgX.

          1.3    "Licensed Products" means discrete components and connector 
products described on Attachment 1.3 which utilize the Licensed Intellectual 
Property Rights and incorporate the Liquid SurgX Polymer Material.  
Specifically excluded are other SurgX products, such as, without limitation, 
the family of products identified by SurgX as SurgTape, except for SurgTape 
for use in Connector Arrays,  SurgX Epoxy Packages, or custom SurgX 
applications such as a layer in a printed circuit board and novel packaging, 
including hybrid designs and multichip modules.

          1.4    "Liquid Polymer Material" means the SurgX polymeric material 
provided in a solvated liquid form that can be used to provide electrical 
over-stress (EOS) or electrostatic discharge (ESD) protection for integrated 
circuits (IC's).   Specifically, the Liquid Polymer Material is covered by 
the patent applications listed on Attachment 1.2.  

          1.5    SurgTape means a Tape which integrates the SurgX Material, 
and which provides ESD and EOS protection for Integrated Circuits.

          1.6    Training means providing technical staff selected by IRISO 
with approximately 2 weeks of technical instruction on the manufacturing 
process used to make connector and discrete components from Liquid SurgX.  It 
is anticipated that training will consist 


<PAGE>

of approximately 2 sessions of 1 week each for IRISO in California, and a 1 
week session with SurgX staff in Japan. IRISO travel expenses will be paid 
for by IRISO, and SurgX travel expenses by SurgX. 

          1.7    "Technical Assistance" means providing a the appropriate 
SurgX personnel to assist personnel of IRISO in becoming trained in the use 
of Technical Information needed for the manufacture of  SurgX discrete or 
connector components.

          1.8    "Technical Information" means trade secrets, know-how, 
drawings, designs, specifications and industrial, commercial and scientific 
information controlled by SurgX and disclosed to IRISO under this Agreement. 
Whenever used in this Agreement, Technical Information includes any 
information relating to Improvements of SurgX.

          1.9    "Royalty Year" means a period of 12 months used to measure 
the royalties payable to SurgX.  The "First Royalty Year" is the 12 month 
period which commences on the date of signing of the agreement.         

          1.10   "Territory" means Japan.  SurgX has granted MCGRAW-EDISON 
COMPANY 's subsidiary BUSSMANN a world wide exclusive license of SurgX Liquid 
for discretes and connectors, except for Japan, where the license is 
co-exclusive with IRISO.

          1.11   "Gross Profit" means under United States generally accepted 
accounting principles:  (i) the aggregate sum of revenue recognized by IRISO 
from sales or other dispositions of Licensed Products to unaffiliated third 
parties net of freight out, returns and credits allowed and taken ("Net 
Sales"); (ii) minus IRISO's cost of sales at standard costs including direct 
and indirect labor and associated fringe benefits, scrap, perishable tooling, 
supplies and maintenance on machinery and equipment (only costs associated 
with the manufacture of Licensed Products will be included in standard 
costs); (iii) plus or minus, as applicable, operating variances from standard 
costs of sales; (iv) minus semi-variable costs equal to 5% of Net Sales for 
selling commissions and distribution costs; (v) minus amortization associated 
with incremental machinery and equipment used in the manufacture of the 
Licensed Products (using a 10 year useful life); and (vi) minus amortization 
associated with development costs incurred by SurgX and reimbursed by IRISO 
as described in Section 3.3 hereof using a 5-year amortization period.

2.   GRANT OF LICENSE (BUSINESS RIGHTS).

          2.1    SurgX grants to IRISO, a license, to use  Intellectual 
Property Rights; and Technical Information for the  manufacture, use and sale 
of Licensed Products in Japan.  SurgX also grants IRISO the right to sell any 
such products to an original equipment manufacturer or to a value added 
reseller in Japan that may incorporate any such products into goods that are 
sold outside of Japan.  SurgX further grants IRISO the right to sell any such 
product to a Japanese company with an overseas manufacturing facility, 
provided the sale of the SurgX takes place in Japan.

          2.2    The license is a co-exclusive license with Bussmann.

<PAGE>

          2.3    The license granted to IRISO under the terms of this 
Agreement is for the manufacture, use and sale of Licensed Products  for a 
period of 15 years commencing on the date of signing of this agreement.  
Thereafter the license granted to Licensee hereunder shall continue on a 
nonexclusive basis, provided the royalties of paragraph 5.1 continue to be 
paid.

          2.4    SurgX also grants IRISO the right to SurgX's SurgTape 
products for use in the manufacture of connector arrays.

3.   DEVELOPMENT AND COMMERCIALIZATION OF THE LICENSED
     PRODUCTS

          3.1    In consideration for granting the license to IRISO, and in 
lieu of a normal license fee, IRISO agrees to take  an equity position in 
SurgX Corporation of  $500,000 at a market valuation of $15 million or $1.50 
per share prior to the investment.  The stock shares purchased Class A Common 
Stock.  This investment is for 3.23% of the total value of the company.  The 
$500,000 is to be paid by wire transfer on the signing of this Agreement by 
both parties.  

          3.2    Upon execution of the Agreement both Parties will use good 
faith reasonable efforts to develop the Licensed Products and bring them to 
commercialization as soon as feasible.  To do this SurgX will provide IRISO 
with the following:

                 3.2.1     The Training, Technical Information and Technical 
Assistance required to allow IRISO to manufacture the Licensed Products in 
its facilities;  

                 3.2.2     As soon as reasonably possible, a final report 
documenting all processing requirements and procedures necessary for IRISO to 
manufacture the Licensed Products; and

                 3.2.3     As soon as reasonably possible, the technology 
necessary to improve the Licensed Products performance for broader product 
application as follows:

                 (a)       Trigger voltage <  100 V (Transmission Line Pulser
                           at 500V).

                 (b)       Clamping voltage < 50 V (IEC 1004-2 ESD
                           Specification).

                 (c)       Vmax <  200 (IEC 1004-2 ESD Specification at 12 kV).

          3.3    To the extent that SurgX specifically undertakes any Licensed
Product modifications or enhancements at IRISO's written request (other than the
product modifications and enhancements described in Section 3.2.3 above which
will be undertaken by SurgX at its sole expense), IRISO shall reimburse SurgX 
for its development costs as described below in conducting such modifications or
enhancements, including any additional capital equipment that SurgX requires to
perform such modifications and enhancements.  The development costs incurred by
SurgX to be reimbursed by IRISO shall consist of direct and indirect labor and
associated fringe benefits of  SurgX's employees and independent contractors as
allocated to the project, scrap, perishable tooling, supplies, maintenance on
machinery and equipment, capital 


<PAGE>

equipment costs, material costs and travel costs.  The development costs 
incurred by SurgX will be amortized over a period of 5 years.   The costs are 
detailed in Attachment 3.3.  The development costs and the capital equipment 
costs incurred by IRISO will be amortized over a period of 10 years and the 
annual amortization will be included in the cost structure of the Licensed 
Products for the purpose of determining annual royalties based on Gross 
Profits (or if annual royalties are based on net sales, the royalties based 
on net sales will be reduced by an equivalent amount to account for the 
annual amortization).

          3.4    IRISO may utilize the SurgX trade name or trademark in 
connection with the sale and promotion of the Licensed Products.  IRISO may 
also utilize its trade names or trademarks in conjunction with the SurgX 
trade name or trademark in connection with the sale and promotion of the 
Licensed Products. SurgX makes no representations or warranties regarding the 
use or validity of such trademark name or trademarks within the Territory, 
until registration of the mark in Japan is complete.

          3.5    All Electrical Over-stress and or ESD materials, 
formulations, processes for making formulations, electrodes, methods of 
attaching electrodes to the polymer material, methods of attaching electrodes 
to connectors and devices, and electrode designs inventions or other 
intellectual property conceived or reduced to practice jointly by the 
employees or independent contractors of the Parties, as a result of this 
collaboration and during the term of this Agreement, shall be owned by  SurgX 
and shall be included in the license without charge to IRISO.

          3.6    All connector inventions developed solely by IRISO belong to 
IRISO.

          3.7    All connector inventions developed jointly during the term 
of this agreement will be shared in accordance with paragraphs 4.2 and 4.3.
          
          3.8    All discrete components inventions developed during the term 
of this agreement will be shared in accordance with paragraphs 4.2 and 4.3.

4.   DISCLOSURE OF TECHNICAL INFORMATION.

          4.1    SurgX shall disclose and furnish to IRISO all Technical 
Information necessary or essential for the incorporation and use of Liquid 
Polymer Material in the manufacture, use and sale of the Licensed Products. 
Technical information shall be delivered as per the schedule of Attachment 
4.1.

          4.2    SurgX agrees to disclose to IRISO any Improvements made by 
SurgX relating to the Licensed Intellectual Property Rights developed, 
conceived or reduced to practice  during the term of this Agreement and to 
grant IRISO the right to use the Improvements in the manufacture, use and 
sale of the Licensed Products at no additional cost under the same terms and 
conditions of this Agreement for the term of this Agreement.

          4.3    IRISO agrees to disclose to SurgX any Improvements made by 
IRISO relating to the Licensed Intellectual Property Rights developed, 
conceived or reduced to practice 


<PAGE>

by IRISO during the term of this Agreement and to grant SurgX a worldwide, 
royalty-free license to any such Improvements for the term of this Agreement.

5.   ROYALTIES.

          5.1    Commencing with the First Royalty Year, IRISO will be 
responsible for setting pricing, and IRISO and SurgX agree to share the Gross 
Margin Profit on all product revenue for SurgX protected parts.  Sharing is 
on an equal 50-50 basis for discrete components sales, and on 65-35 basis on 
sales of connectors using SurgX liquid or SurgTape.  For connectors with 
SurgX Liquid or SurgTape IRISO will receive 65% of the Gross Profit and SurgX 
will receive 35% of the Gross Profit.  Gross Margin is defined as all direct 
and indirect costs associated with the manufacture, distribution and sale to 
the customer. SurgX will provide the SurgX liquid to IRISO at cost.

          5.2    In order to maintain the exclusive nature of the license for 
the 15 year exclusivity period described in Section 2.3, IRISO shall insure 
that the annual royalties payable to SurgX are no less than the following 
amounts ("Minimum Annual Royalties"):

               Royalty Year        Minimum Annual Royalties

                   [*]                       [*]

If in any Royalty Year, the royalties based on Gross Profit (or net sales, if 
applicable) are less than the Minimum Annual Royalties, IRISO, at its option, 
has the right to pay up the difference to a total equaling the respective 
year's Minimum Annual Royalty.  If IRISO elects not to pay up the difference 
to a total equaling the respective year's Minimum Annual Royalty, then the 
license granted hereunder shall become non-exclusive license for the 
remaining term of this Agreement, provided the royalties of 5.1 continue to 
be paid.

In order to avoid double taxation, when IRISO submits royalty  payments IRISO 
will include documentation regarding any Japanese taxed paid on such 
royalties. If any additional documentation is required by SUrgX for taxes 
IRISO will cooperate to provide SurgX with documentation.

6.   PAYMENTS.

          6.1    Royalties (including Minimum Annual Royalties) are due and 
payable for each quarter of each Royalty Year within 45 days after each 
quarter of each such Royalty Year.   All payment shall be in US dollars.  
Royalties are based on the sales orders for which IRISO has received 
payment.

<PAGE>

7.   MANUFACTURE AND SUPPLY OF LIQUID POLYMER MATERIAL.

          7.1    At least 60 days prior to each delivery date, IRISO shall 
deliver a forecast to SurgX of quantity requirements for the Liquid Polymer 
Material.

          
          7.2    Cost to manufacture SurgX are expected to declines with 
volume, and, are expected to either increase or decrease with formulation 
improvements.  Attachment 7.2 provides preliminary estimates, and assumes 
SurgX staffing and overhead costs will be shared by other SurgX products, 
since initial Liquid SurgX volumes required by IRISO are not anticipated to 
need the use of a continuously operating Liquid SurgX production line. 

          7.3    In order to assure IRISO can continue to manufacture, in the 
event that SurgX is unable to meet the supply requirements of IRISO, SurgX 
will be required to select an alternative contract manufacturer, and to 
provide the selected manufacturer with the information necessary to allow the 
manufacture of the Liquid SurgX material. Upon execution of this Agreement, 
as a precautionary measure to insure all information relating to the 
manufacture of the Liquid Polymer Material is available for contract 
manufacturing, SurgX shall deliver all of the documents relating to the 
manufacture of the Liquid Polymer Material to an escrow at Burns, Doane, 
Swecker & Mathis.

8.   TERMINATION.

          8.1    In addition to all other remedies SurgX may have under the 
law and elsewhere in this Agreement, SurgX may terminate this Agreement if 
IRISO shall breach any of IRISO's obligations to SurgX hereunder, including 
but not limited to the timely payment of any sum due to SurgX under the terms 
of this Agreement, provided that SurgX shall first notify IRISO in writing of 
any such breach and IRISO shall have thirty (30) days from the date of such 
notice to cure such breach.  Other examples of breach include but are not 
limited to; selling outside the territory, disclosure of proprietary SurgX 
information, and providing SurgX Liquid to other companies for manufacture of 
components.

9.   NOTICE.  Any notice pursuant to this Agreement shall be in writing and 
shall be delivered to:

          If to Licensor:     SurgX Corporation
                                   Attention: Karen Shrier - Vice President 
                                   Operations
                                   1100 Auburn Street 
                                   Fremont, CA 94538
                                   Facsimile:  (510) 492-2089

          If to Licensee:     IRISO Electronic Company 
                                   Attention: Sadao Sato - President
                                   2-35-8 Kitamikata Takatsu-Ku 
                                   Kawasaki Kanagawa, Japan 213
                                   Facsimile: 44-811-6350

<PAGE>


          If to Licensee:     IRISO Electronic Company 
                                   Attention: Yujiro Sugaya - General Manager
                                   2-35-8 Kitamikata Takatsu-Ku 
                                   Kawasaki Kanagawa, Japan 213
                                   Facsimile: 44-811-6350


10.  DISPUTE RESOLUTION

          10.1   In the event of any dispute the parties agree to have their 
top executive management meet and discuss resolution of any dispute.  No 
legal action will be taken by either party until after such meetings.  Any
dispute or claim arising out of, or in connection with this Agreement that is 
not settled to the mutual satisfaction of the Parties within thirty (30) days 
(or such longer period as may be mutually agreed upon) from the date that 
either party informs the other in writing that such dispute or disagreement 
exists, shall be submitted for Arbitration in accordance with the Rules of 
Arbitration of the International Chamber of Commerce.  The location of 
dispute resolution by mediation, arbitration or legal action will be the 
country of the party originally requesting resolution of the dispute.

11. MISCELLANEOUS.
          
          11.1   Entire Agreement.  This Agreement constitutes the entire 
agreement between the Parties and supersedes all prior agreements, 
negotiations or discussions between them regarding the subject matter.

SURGX CORPORATION                  IRISO ELECTRONIC COMPANY



Name:                              Name:                    
     --------------------------         -----------------------


Title:                            Title:                 
     --------------------------         -----------------------



<PAGE>



SCHEDULE OF ATTACHMENTS

ATTACHMENT  2:   Capital Equipment

ATTACHMENT 1.2   Invention: Licensed Polymer Material

ATTACHMENT 1.3   Licensed Products 

ATTACHMENT 3.3   Cost Calculation for Liquid Polymer Material

ATTACHMENT 4.1   Delivery Schedule for Technical Information

ATTACHMENT 7.2   Preliminary Liquid SurgX Cost Estimates