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                                                                    EXHIBIT 10.2


                              CONSULTING AGREEMENT


     1. This Consulting Agreement is entered into between Francis S. (Kit)
Webster III ("Consultant") and ROSS Technology, Inc. ("ROSS").

     2. Consultant agrees to provide consulting services to ROSS on an as
needed, non-exclusive and non-full-time basis by Consultant as an Independent
Contractor for a term of twelve months (the "Term"), commencing January 1, 1999.
Consultant shall perform any consulting services in a diligent, competent and
timely manner.

     3. Consultant shall be reasonably available for consulting with ROSS at
such times both during and outside of normal business hours as ROSS may
reasonably require, subject, however, to Consultant's prior business and
professional commitments, vacation plans and absences due to illness or injury.
Such consulting services shall be provided in such manner and at such locations
(including by telephone) as will least inconvenience Consultant. Consultant
shall be responsible for determining the location at which and the manner in
which the consulting services will be provided.

     4. ROSS shall pay Consultant an annual retainer of $40,000. Such retainer
shall be paid on a monthly basis in twelve equal payments for the duration of
the Term. This retainer shall be paid to Consultant regardless of whether
Consultant is requested to render any consulting services.

     5. If any consulting services are requested in excess of 200 hours, ROSS
shall pay Consultant, in addition to the retainer, an hourly rate equal to
$100.00. Unless other arrangements are made with ROSS, Consultant shall invoice
ROSS on a monthly basis for any consulting services rendered to ROSS pursuant to
this Agreement. ROSS shall reimburse Consultant for all reasonable and
documented out-of-pocket expenses, including but not limited to expenses for
travel, if any, incurred in connection with any consulting services


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rendered pursuant to this Agreement. Any expenses in excess of $1,000 must be
approved in advance by ROSS's President or Chief Financial Officer or his or her
respective designee.

     6. Consultant agrees that when this consultancy with ROSS ends or at any
time upon ROSS's request, Consultant will immediately deliver to ROSS any
documents or materials of whatever nature relating to ROSS which Consultant
acquired during the period of the consultancy or are otherwise in Consultant's
possession.

     7. Consultant agrees that during the period of this consultancy and
thereafter, not to use or disclose confidential trade secret or confidential
information of ROSS and not to disparage ROSS or any officer, director,
shareholder, employee or affiliate of ROSS or otherwise make statements which
could injure the personal or business reputation of any of them.

     8. This Agreement may be terminated by ROSS upon thirty days written notice
to Consultant, provided however that such termination shall not relieve ROSS of
the obligation to make the retainer payments to Consultant provided for in
paragraph 4.

     9. This Agreement is in addition to any other agreements which may exist
between Consultant and ROSS and shall not be deemed to supercede or replace any
other written Agreement between the parties. This Agreement, however, does
constitute the entire Agreement of the parties with respect to consulting
obligations. There are no other agreements, written or oral, express or implied,
between the parties, concerning consulting arrangements. This Agreement may be
amended only by an agreement in writing.

     10. Consultant shall be liable for all federal, state or local income taxes
with regard to any taxable benefit or payment conferred by this Agreement and
shall indemnify the Company with regard to any such taxes. ROSS may, however,
withhold taxes to the extent it determines that such withholding is required.


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Executed as of the first day of January, 1999 in Austin, Texas.


                                      By: /s/ Francis S. (Kit) Webster
                                          --------------------------------------
                                      CONSULTANT



                                      ROSS Technology, Inc.


                                      By: /s/ Jack W. Simpson, Sr.
                                          --------------------------------------

                                      Its: President and Chief Executive Officer


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