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                                                                    EXHIBIT 10.1



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     ALL SECTIONS MARKED WITH TWO ASTERICKS  ("**") REFLECT  PORTIONS WHICH HAVE
BEEN REDACTED AND FILED  SEPARATELY WITH THE SECURITIES AND EXCHANGE  COMMISSION
BY ROSS TECHNOLOGY, INC. AS PART OF A REQUEST FOR CONFIDENTIAL TREATMENT.


                                    AGREEMENT

         This agreement ("Agreement"), dated as of December 26, 1997, is entered
into by and between FUJITSU LIMITED,  a Japanese  Corporation  ("Fujitsu"),  and
ROSS TECHNOLOGY, INC., a Delaware corporation (the "Company").

                                    RECITALS

A.   Fujitsu and the Company are parties to a Development Agreement, dated as of
     June 25,  1997 (the  "Original  Agreement"),  as  amended  by an  agreement
     between  Fujitsu  and the  Company  dated  September  29,  1997 (the "First
     Amendment," and the Original Agreement as amended thereby, the "Development
     Agreement"),  pursuant  to which  the  Company  has  agreed  to  develop  a
     microprocessor known as the Viper (the "Viper").  Defined terms used herein
     without   definition  have  the  respective   meanings  set  forth  in  the
     Development Agreement.

B.   Pursuant to the Development Agreement, the Company has agreed to deliver to
     Fujitsu certain  Deliverables  on the schedule  attached to the Development
     Agreement  as  Exhibit  A,  including,  without  limitation,  to deliver to
     Fujitsu  certain  Architectural  Specifications  and a Chip  RTL  Model  in
     conformity with Milestone #3 of Exhibit B of the Development Agreement (the
     "Subject Deliverables") on September 30, 1997.

C.   The Company has  delivered  to Fujitsu  the  Subject  Deliverables  but the
     Subject  Deliverables  were not in full  conformity  with  Milestone  #3 of
     Exhibit B of the Development Agreement (as amended and restated as Appendix
     2 of the First  Amendment).  Nonetheless,  and in full  satisfaction of the
     Company's  obligations  with respect to Milestone #3 and  Deliverable #3 of
     Exhibit B of the Development Agreement (as amended and restated as Appendix
     2 of the First Amendment),  Fujitsu is willing to accept the non-conforming
     deliverables  attached hereto as Appendix 1 (the "Alternate  Deliverable"),
     provided that the Company agrees that (1) such  acceptance  will not affect
     the Company's  continuing  obligations to develop Viper in accordance  with
     the Specifications, and otherwise on the terms and conditions, set forth in
     the Development  Agreement,  and (2) Milestone #4 of Exhibit B (Schematics)
     of the Development  Agreement be amended and restated as attached hereto as
     Appendix 2, all as set forth in this Agreement.

D.   The Company and Fujitsu  attached  Target  Specifications  to the  Original
     Agreement  as  Exhibit C until such time as Final  Specifications  could be
     agreed upon, and now wish to agree upon the specifications  attached hereto
     as  Appendix  3 as  the  Final  Specifications  for  all  purposes  of  the
     Development  Agreement,  in replacement of and  substitution for the Target
     Specifications.

          NOW, THEREFORE,  for valuable consideration,  the receipt and adequacy
     of which are  hereby  acknowledged,  the  parties  hereto  hereby  agree as
     follows:

                                    AGREEMENT

1.   Delivery  and  Acceptance  of  Alternate  Deliverable.  The Company  hereby
     delivers the Alternate  Deliverable to Fujitsu for  acceptance.  Subject to
     and upon the terms and conditions of this Agreement, Fujitsu hereby accepts
     the Alternate Deliverable in full 
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     satisfaction of the Company's  obligations with respect to Milestone #3 and
     Deliverable #3 of Exhibit B of the Development Agreement.


2.   Limited Nature of Acceptance.  The acceptance of the Alternate  Deliverable
     by Fujitsu  shall not be deemed to modify in any  respect  the  performance
     specifications set forth in the Development  Agreement (without limitation,
     **) or the obligations of the Company under the Development Agreement.

3.   Amendment of Milestone  #3  (SCHEMATICS).  Milestone #4 of Exhibit B to the
     Development  Agreement  (pages 7/22,  8/22 and 9/22) is hereby  amended and
     restated in its entirety as attached hereto as Appendix 2.

4.   Payment  Terms.  Fujitsu  will make  payment  to the  Company of the amount
     specified in the  Development  Agreement for  Deliverable #3 as provided in
     Section 4.1(a) of the Development Agreement.  The Company confirms that the
     total amount of such payment is  $4,400,000  and that no other  amounts are
     due or  payable by Fujitsu  to the  Company at the  present  time under the
     Agreement.  Fujitsu  agrees that such payment  shall be deemed fully earned
     upon the  effectiveness  of this  Agreement  and  shall be  non-refundable;
     provided,  however,  that the Company  agrees that nothing herein or in the
     First Amendment shall limit the accrual of late delivery  penalties through
     the  date  of  Fujitsu's  acceptance  as  provided  in  Section  6.2 of the
     Development  Agreement,  and for such  purposes the parties  agree that the
     Milestone #2  Deliverable  was  delivered 77 days late and the Milestone #3
     Deliverable was delivered 80 days late.

5.   Final  Specifications.  The  Company  and  Fujitsu  hereby  agree  that the
     specifications   attached   hereto  as   Appendix  3  shall  be  the  Final
     Specifications   for  all  purposes  of  the  Development   Agreement,   in
     replacement of and substitution for the Target Specifications.

6.   Representations  and Warranties.  Each party hereby represents and warrants
     to the  other  that  the  execution  and  delivery  by such  party  of this
     Agreement  have been duly  authorized by all necessary  corporate and other
     action and do not and will not require any consent or approval  of,  notice
     to or action by, any person (including any governmental agency) in order to
     be effective and enforceable. The Development Agreement, as amended by this
     Agreement,  constitutes  the legal,  valid and binding  obligation  of such
     party, enforceable against it in accordance with its terms, without defense
     or counterclaim.

7.   Reservation  of Rights.  The Company  acknowledges  and agrees that neither
     Fujitsu's  forbearance  in  exercising  its rights in  connection  with the
     delivery of the Alternate  Deliverable nor the execution by Fujitsu of this
     Agreement  shall be deemed (i) to create a course of  dealing or  otherwise
     obligate  Fujitsu to forbear or execute a similar  agreement under the same
     or similar  circumstances  in the future,  or (ii) to waive,  relinquish or
     impair  any right of Fujitsu to future  performance  by the  Company of the
     Development Agreement strictly in accordance with its terms.


8.   Miscellaneous.

     (a)  Except as herein  expressly  amended,  all terms and conditions of the
          Development  Agreement  are and shall remain in full force and effect.
          All references to the 
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          Development  Agreement  shall  henceforth  refer  to  the  Development
          Agreement as amended hereby.

     (b)  This  Agreement  shall be binding upon and inure to the benefit of the
          parties and their  respective  successors and assigns.  No third party
          beneficiaries are intended in connection with this Agreement.

     (c)  This Agreement  shall be governed by and construed in accordance  with
          the law of the State of  California  (without  regard to principles of
          conflicts   of  laws).   (d)  This   Agreement   may  be  executed  in
          counterparts,  each of which shall be deemed an original, but all such
          counterparts   together   shall   constitute  but  one  and  the  same
          instrument.

     IN WITNESS  WHEREOF,  the parties  hereto have executed and delivered  this
Agreement as of the date first above written.

                                                           ROSS TECHNOLOGY, INC.


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


                                                  Title: Chief Financial Officer






                                                                 FUJITSU LIMITED


                                                                  Matao Itoh for
                                                        By: /s/ Yoshiro Yoshioka
                                                        Title: Group President, 
                                                        Computer System Group
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                                   Appendix 1

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                                   Appendix 2

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                                   Appendix 3

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