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                                                                    EXHIBIT 10.3


                              CONSULTING AGREEMENT

     1. This Consulting Agreement is entered into between Carter Godwin
("Consultant") and ROSS Technology, Inc. ("ROSS").

     2. Consultant agrees to provide consulting services to ROSS on an as
needed, and, except as expressly provided in Section 3 below, 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 such consulting services in a diligent, competent and timely manner.

     3. From January 1, 1999 through April 22, 1999 (the "Initial Period"),
Consultant shall devote such time during and outside normal business hours for
the purpose of performing the tasks identified in general and within the time
limits specified on Exhibit A (the "Required Activities"). Exhibit A also sets
forth the approximate number of hours that ROSS and Consultant currently believe
will be required for Consultant to satisfactorily complete the Required
Activities. Following completion of the Required Activities to the reasonable
satisfaction of ROSS, 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. For the consulting services to be performed by Consultant with respect
to the Required Activities, or as otherwise reasonably requested during the
Initial Period, ROSS shall pay Consultant a flat fee of $33,000, payable in four
equal monthly installments of $8,250. ROSS shall make such payments on or

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before the 10th day of February through May, 1999. For any other consulting
services performed by Consultant at ROSS's request after the latter of
completion of the Required Activities or the Initial Period, ROSS shall pay
Consultant an hourly rate equal to $100.00. Unless other arrangements are made
with ROSS, Consultant shall invoice ROSS on a monthly basis for such other
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 rendered pursuant to this Agreement. Any expenses
in excess of $1,000 must be approved in advance by ROSS's President, Chief
Financial Officer or their respective designees.

     5. ROSS shall also pay Consultant a bonus equal to $27,000. Such bonus
shall be paid in full on April 22, 1999, provided that the Required Activities
have been completed to the reasonable satisfaction of ROSS's President or his
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, although such termination shall not relieve ROSS of the
obligation to make the bonus payment to Consultant provided for in paragraph 5.


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     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.

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


                                      By: /s/ Carter L. Godwin
                                          --------------------------------------
                                      Carter Godwin 



                                      ROSS Technology, Inc.


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

                                      Its: President and Chief Executive Officer


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