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                                                                    EXHIBIT 10.2

                          SHARE ACQUISITION AGREEMENT

         THIS SHARE ACQUISITION AGREEMENT (this "Agreement") is made as of
August 6, 1998 by and between ROSS Technology, Inc. (the "Seller") and Fujitsu
Limited ("Buyer"; and together with the Seller, the "Parties").

                                  WITNESSETH:

         WHEREAS, the Seller is the beneficial owner of all of the issued and
outstanding shares of ROSS SEMICONDUCTORS (ISRAEL) LTD., a corporation
organized and existing under the laws of Israel ("RIL"); and

         WHEREAS, the Seller is willing to sell to the Buyer, and the Buyer, in
reliance upon the representations and warranties of the Seller contained
herein, is willing to purchase from the Seller, all of the shares of RIL, on
the terms and subject to the conditions hereinafter provided.

         NOW, THEREFORE, in consideration of the mutual agreements hereinafter
set forth, the Seller and the Buyer hereby agree as follows:

ARTICLE 1.       DEFINITIONS

        1.1      Defined Terms.  As used in this Agreement, and unless the
context otherwise requires:

                 (a)      "Additional Share" means one Ordinary Share of RIL to
         be issued by RIL to the Seller on or prior to the Closing Date in
         connection with the conversion into equity of all outstanding
         indebtedness, in the aggregate principal amount of $2,897,000, owed by
         RIL to the Seller under the 1995 Note.

                 (b)      "Audited Financial Statements" means the audited
         balance sheets of RIL as of March 31, 1997 and 1998 and the audited
         statements of income of RIL for the years then ended including all
         notes thereto.

                 (c)      "Benefits" means benefits of every description,
         including, without limitation, salaries, directors' fees, vacation,
         bonuses, commissions, profit sharing, pension, deferred compensation,
         under any incentive scheme, automobile, reimbursement of expenses and
         benefits in kind.

                 (d)      "Closing" means the completion of the sale and
         purchase of the Shares pursuant to Article 2.2 Closing. The purchase
         and sale of the Shares shall take place at the offices of Morrison &
         Foerster, 555 West Fifth Street, Suite 3500, Los Angeles, California
         90013-1024, at 9:00 a.m. (California time) on the Closing Date or at
         such other place, time and/or date as the Parties may mutually agree
         in writing. At the Closing, the Seller shall (1) deliver to the Buyer
         a certificate or certificates representing the 10,000 Shares
         currently held by the Seller plus the Additional Share to be issued
         by RIL to the Seller on or prior to the Closing, and (2) deliver to
         Mr. Hoshikawa, to be held in trust for the benefit of the Buyer, a
         certificate representing the 1 Share currently held by Jack Simpson,
         in each case together with duly executed stock transfer deeds,
         against delivery by the Buyer to the Seller of the Purchase Price.
         hereof.

                 (e)      "Closing Date" shall be August 10, 1998, or such
         other date as the Seller and the Buyer may agree upon in writing.

                 (f)       "Dollars" or the sign "$" means the lawful currency
         of the United States of America.



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                 (g)      "Employees" mean the employees of RIL whose names are
         set forth in Exhibit A attached hereto.

                 (h)      "Financial Statements" means the Audited Financial
         Statements and the Unaudited Financial Statements, copies of which are
         attached hereto as Exhibit B.

                 (i)      "Material Adverse Effect" means any change or effect
         that is reasonably likely to be materially adverse to the business,
         assets, financial condition or results of operations of RIL or
         reasonably likely to materially affect the ability of the Seller to
         consummate the transactions contemplated hereby.

                 (j)      "1995 Note" means the Secured Promissory Note, dated
         _______, 1995, made by RIL in favor of the Seller.

                 (k)      "Purchase Price" means the consideration specified in
         Article 2.1   Sale and Purchase hereof payable by the Buyer to the
         Seller for the sale by the Seller to the Buyer of the Shares.

                 (l)      "RIL Agreements" means, collectively, any material
         agreement, contract, understanding, arrangement, instrument (including
         any note, guaranty, indemnity, power of attorney, or purchase or work
         order), benefit plan or other undertaking, written or oral, to which
         RIL is a party or by which its properties or assets are bound.

                 (m)      "Security Interest" means, with respect to any asset,
         any lien, pledge, hypothecation, charge, mortgage, security interest
         or encumbrance of any kind or nature whatsoever in respect of such
         asset.

                 (n)      "Shares" means (i) the 10,001 issued and outstanding
         Ordinary Shares of RIL and (ii) the Additional Share.

                 (o)      "Unaudited Financial Statements" means the unaudited
         balance sheet of RIL as of June 30, 1998 and the unaudited statement
         of income of RIL for the one- (1-) month period then ended, including
         all notes thereto.

ARTICLE 2.       SALE AND PURCHASE OF SHARES

        2.1      Sale and Purchase.  Subject to the terms and conditions set
forth herein, the Seller agrees to sell to the Buyer and the Buyer agrees to
purchase from the Seller the Shares on the Closing Date for the aggregate sum
of TWO MILLION FIVE HUNDRED THOUSAND DOLLARS ($2,500,000), in immediately
available funds.  Such payment shall be made on the Closing Date in Dollars by
wire transfer to the bank account designated by the Seller in writing not less
than five (5) days prior to the Closing Date.

         2.2     Closing.  The purchase and sale of the Shares shall take place
at the offices of Morrison & Foerster, 555 West Fifth Street, Suite 3500, Los
Angeles, California 90013-1024, at 9:00 a.m. (California time) on the Closing
Date or at such other place, time and/or date as the Parties may mutually agree
in writing.  At the Closing, the Seller shall (1) deliver to the Buyer a
certificate or certificates representing the 10,000 Shares currently held by
the Seller plus the Additional Share to be issued by RIL to the Seller on or
prior to the Closing, and (2) deliver to 



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Mr. Hoshikawa, to be held in trust for the benefit of the Buyer, a certificate
representing the 1 Share currently held by Jack Simpson, in each case together
with duly executed stock transfer deeds, against delivery by the Buyer to the
Seller of the Purchase Price.

ARTICLE 3.       REPRESENTATIONS AND WARRANTIES

        3.1      Representations and Warranties of the Seller.  The Seller,
being aware that the Buyer has agreed to enter into this Agreement in reliance
on the representations and warranties contained in this Article 3.1
Representations and Warranties of the Seller, hereby represents and warrants to
the Buyer as of the date hereof and the Closing Date, subject to any exceptions
set forth in the Statement of Exceptions attached hereto as Exhibit 3.1, as
follows:

                 (a)      Organization; Power and Authority.

                      (i)         The Seller is a corporation duly organized,
                 validly existing and in good standing under the laws of the
                 State of Delaware and has all requisite corporate power and
                 authority to transact the business in which it is presently
                 engaged, to own, lease and operate all of the assets and
                 properties owned, leased or operated by it, to enter into and
                 perform its obligations under this Agreement and will have, at
                 the Closing, all requisite corporate power and authority to
                 sell the Shares and to otherwise perform and comply with all
                 of its obligations arising under this Agreement, except where
                 the failure of such would not have a Material Adverse Effect.

                      (ii)        RIL is a corporation duly organized and
                 validly existing under the laws of Israel and has all
                 requisite corporate power and authority to transact the
                 business in which it is presently engaged, to own, lease and
                 operate all of the assets and properties owned, leased or
                 operated by it, and will have, at the Closing, all requisite
                 corporate power and authority to perform and comply with all
                 actions and agreements arising under this Agreement, except
                 where the failure of such would not have a Material Adverse
                 Effect. RIL does not own or lease any property or, to the
                 knowledge of the Seller, engage in any activity in any
                 jurisdiction which might require its qualification to do
                 business as a foreign corporation in any such jurisdiction
                 except where the failure of such would not have a Material
                 Adverse Effect. The Seller has furnished the Buyer or its
                 counsel with true, correct and complete copies (certified by
                 the Secretary or Assistant Secretary of the Seller) of (a)
                 RIL's Memorandum of Association, (b) RIL's Articles of
                 Association, (c) the minute books of RIL (containing records
                 of all meetings and consents in lieu of meetings of its
                 shareholders and the Board of Directors of RIL (and any
                 committees thereof) since the date of its incorporation and
                 (d) the stock transfer books of RIL. A copy of each of the
                 Memorandum of Association and the Articles of Association of
                 RIL is attached hereto as Exhibit 3.1(a)(ii).

                      (iii)       The names of the officers and directors of
                 RIL are set forth in attached Exhibit 3.1(a)(iv).



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                      (iv)        All proper and necessary books of account,
                 minute books, registers and records have been maintained by
                 RIL and are in its possession, and each such book, register
                 and record contains materially accurate information relating
                 to all transactions to which RIL has been a party and which
                 should have been recorded therein, except where the failure of
                 such would not have a Material Adverse Effect.

                      (v)         All returns, particulars, resolutions and
                 other documents required to be filed with or delivered to the
                 Registrar of Companies in respect of RIL have been properly
                 filed or delivered in a timely manner, except where the
                 failure of such would not have a Material Adverse Effect.

                 (b)      Subsidiaries.  RIL has no subsidiaries and does not
         own (of record or beneficially) and has made no commitment to purchase
         any shares or securities of, or otherwise make any investment in, any
         other corporation, association, partnership or other entity and is not
         a participant in any joint venture.

                 (c)      Capitalization.

                      (i)         The authorized capital stock of RIL consists
                 of 28,000 Ordinary Shares, of which 10,001 Ordinary Shares are
                 issued and outstanding. All of the outstanding Shares are duly
                 authorized and validly issued, fully paid and non-assessable
                 and the Additional Share, when issued, will be duly authorized
                 and validly issued, fully paid and non-assessable. No other
                 classes of capital stock of RIL are authorized or outstanding.

                      (ii)        Except as set forth in attached Exhibit
                 3.1(c)(ii) and except for the Additional Share, there are no
                 outstanding rights, subscriptions, warrants, calls, preemptive
                 rights, options or other agreements of any kind to purchase or
                 otherwise to receive from or sell to RIL any of the
                 outstanding, authorized but unissued, unauthorized or treasury
                 shares of the capital stock or any other security of RIL, and
                 there is no security of any kind convertible into such capital
                 stock.  Except as provided in this Agreement with respect to
                 the Additional Share,  RIL has no obligation or agreement
                 under any contingency whatsoever to issue any equity, debt or
                 other security, or to pay, perform, guaranty, be responsible
                 for, or satisfy in whole or in part any debt, security,
                 obligation or agreement incurred or made by an individual or
                 entity other than RIL.  RIL has no obligation under any
                 condition or contingency whatsoever to share its income with
                 anyone, or to make, accrue or set aside any payment or amount
                 measured in any way by any part or all of its sales or income
                 that would have a Material Adverse Effect.  RIL is not
                 indebted to any of its employees in any amount other than for
                 accrued but unpaid compensation and benefits.

                      (iii)       Subject to compliance with the terms of this
                 Agreement, upon the consummation of the transactions
                 contemplated hereby, the Shares will be freely transferable
                 and free and clear of all Security Interests, other than
                 Security 



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                 Interests arising hereunder or under agreements entered into
                 or actions taken by the Buyer, whenever taken.

                 (d)      Compliance with Laws.  RIL is not in violation of (a)
         any applicable order, judgment, injunction, award or decree, or (b)
         any law, ordinance or regulation or any other requirement of any
         governmental or regulatory body, court or arbitrator applicable to the
         business of RIL except for violations which would not have a Material
         Adverse Effect.  RIL has obtained all licenses, permits, orders and
         approvals of any governmental or regulatory body (collectively,
         "Permits") that are material to or necessary for the conduct of the
         business of RIL, except where the failure of such would not have a
         Material Adverse Effect.  All of such Permits are in full force and
         effect, no violations are or have been recorded in respect of any
         Permit and no proceeding is pending or, to the best of each of the
         Seller's knowledge, threatened to revoke or limit any such Permit that
         would have a Material Adverse Effect.  RIL has at all times carried on
         its business and affairs in all material respects in accordance with
         its Memorandum of Association and Articles of Association.

                 (e)      Governmental Consents; Validity of Agreement; Binding
         Effect.

                      (i)         Except as provided in attached Exhibit
                 3.1(e)(i), no consent, approval, order or authorization of, or
                 registration, qualification, designation, declaration or
                 filing with any governmental authority on the part of the
                 Seller or RIL is required in connection with the consummation
                 of the transactions contemplated by this Agreement. As of the
                 date hereof, all such filings have been duly made and are in
                 full force and effect, other than those which by their nature
                 are not required to be made prior to the Closing, all of which
                 shall be made within the time required therefor, and other
                 than those which the failure to make would not have a Material
                 Adverse Effect on the sale of the Shares contemplated by this
                 Agreement.

                      (ii)        The execution, delivery and performance of
                 this Agreement and the consummation of the transactions
                 contemplated hereby by the Seller have been duly authorized by
                 all necessary corporate action on the part of each of the
                 Seller and RIL, including any action which may have been
                 required to be taken by the Board of Directors of the Seller
                 or RIL, and this Agreement, when executed, will constitute the
                 legal, valid and binding obligation of the Seller enforceable
                 against the Seller in accordance with its terms, except
                 insofar as the enforcement hereof may be limited by applicable
                 bankruptcy, reorganization, insolvency, moratorium and similar
                 laws affecting creditors' rights generally from time to time
                 in effect and subject to equitable principles of general
                 application (regardless of whether such enforcement is
                 considered in a proceeding at law or at equity).

                 (f)      No Breach; Consents.

                      (i)         Except as provided in attached Exhibit
                 3.1(f)(i), the execution and delivery of this Agreement does
                 not, and consummation of and compliance with the transactions
                 and agreements contemplated hereby will not, conflict with or



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                 constitute a violation or breach of (a) the Certificate of
                 Incorporation or By-laws of the Seller, (b) the Memorandum of
                 Association or Articles of Association of RIL, (c) any
                 material contract or other instrument to which either the
                 Seller or RIL is a party or by which either the Seller or RIL
                 may be bound or by which the business, assets or properties of
                 RIL may be affected or secured, (d) any order, writ,
                 injunction, award or decree of any court, arbitrator or
                 governmental or regulatory body against or binding upon either
                 the Seller or RIL or upon the securities, properties or
                 business of RIL or (e) any statute, law, rule, permit or
                 regulation of any jurisdiction to which either the Seller or
                 RIL is subject the result of which would have a Material
                 Adverse Effect.

                      (ii)        Except as provided in attached Exhibit
                 3.1(f)(ii), compliance with the terms of this Agreement does
                 not require the consent or agreement of any person who is not
                 a party of this Agreement, will not cause RIL to lose any
                 interest in or the benefit of any material asset, right,
                 license or privilege it presently owns or enjoys, will not
                 result in any indebtedness of RIL becoming due prior to its
                 stated maturity, and will not give rise to or cause to become
                 exercisable any option or similar rights.

                 (g)      Financial Statements.

                      (i)         The Audited Financial Statements and the
                 Unaudited Financial Statements are complete and correct and
                 fairly present the financial condition of RIL at the dates,
                 and the results of its operations for the periods, indicated
                 therein, have been prepared in accordance with Israeli
                 generally accepted accounting principles consistently applied,
                 and, except as stated therein, were not affected by any
                 extraordinary, exceptional or non-recurring item.

                          (ii)    Since the date of the Unaudited Financial
                 Statements:

                                  (A)      RIL has not entered into any
                          material transaction which was not in the ordinary
                          course of its business;

                                  (B)      There has been no material adverse
                          change in the business, operations, assets,
                          liabilities, or condition (financial or otherwise) of
                          RIL;

                                  (C)      RIL has not (i) declared, accrued,
                          set aside or paid any dividend or made any other
                          distribution in respect of its shares, (ii)
                          repurchased, redeemed or otherwise reacquired any
                          shares of capital stock or other securities or (iii)
                          effected or been a party to any acquisition
                          transaction, recapitalization, reclassification of
                          shares, stock split, reverse stock split or similar
                          transaction;

                                  (D)      RIL has not increased the
                          compensation of any of its officers, or the rate of
                          pay of its employees as a group, except as part of
                          regular compensation increases in the ordinary course
                          of its business and except as agreed by Fujitsu;



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                                  (E)      Except in the ordinary course of
                          RIL's business, there has not been any sale,
                          assignment, transfer or license of any of RIL's
                          right, title and interest in, to and under any of its
                          Intellectual Property (as defined below); and

                                  (F)      There has not been any damage,
                          destruction or loss, whether or not covered by
                          insurance, materially and adversely affecting the
                          assets, properties, financial condition, operating
                          results or business of RIL (as presently conducted).

                 (h)      Properties and Assets.  A list of RIL's material
         properties and assets is contained in attached Exhibit 3.1 (h) or in
         the notes to the Financial Statements, RIL has good and marketable
         title to its assets, including, without limitation, those reflected in
         the Financial Statements (other than those since disposed of in the
         ordinary course of business), free and clear of all Security
         Interests, except for (i) liens for taxes not yet due and payable or
         being contested in good faith in appropriate proceedings, and (ii)
         mechanic's, carrier's, worker's or other statutory liens arising or
         incurred in the ordinary course of business and (iii) Security
         Interests that are incidental to the conduct of its business or its
         ownership of property which do not materially detract from the value
         of the assets affected thereby or materially impair the use thereof by
         RIL. With respect to the assets that are leased, to the Seller's
         knowledge, RIL is in compliance with all material provisions of such
         leases, such leases are valid and binding, and RIL holds leasehold
         interests in such assets free and clear of all Security Interests,
         except encumbrances which do not materially detract from the value of
         the leased assets affected thereby or materially impair the use
         thereof by RIL.

                 (i)      Taxation.

                      (i)         RIL has not received any final audits of its
                 Israeli tax returns.

                      (ii)        RIL has timely filed all tax returns and
                 reports required by law.  Such returns and reports reflect
                 RIL's good faith calculation of the amount of tax due, and RIL
                 has timely paid all amounts shown as due on such returns and
                 reports and whose due date has passed.

                      (iii)       RIL is not engaged in a dispute with any
                 relevant taxation authority in relation to RIL's liability or
                 accountability for taxation, any claim made by it, any relief,
                 deduction or allowance afforded to it, or in relation to the
                 status or character of RIL under or for the purpose of any
                 provision of any legislation relating to taxation.  The Seller
                 is not aware of any specific circumstances that it expects to
                 give rise to any dispute with any relevant taxation authority
                 in relation to RIL's liability or accountability for taxation,
                 any claim made by it, any relief, deduction or allowance
                 afforded to it, or in relation to the status of character of
                 RIL under or for the purpose of any provision of any
                 legislation relating to taxation, in each case where any such
                 dispute could have a material adverse effect on the assets or
                 business of RIL.



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                 (j)      Agreements.

                      (i)         All the material RIL Agreements are listed in
                 attached Exhibit 3.1 (j)(i).  RIL has provided the Buyer with
                 true, correct and complete copies of all of the written RIL
                 Agreements.

                      (ii)        All of the RIL Agreements are in full force
                 and effect (except for (A) the Founders' Agreement, dated
                 August 1, 1995 (the "Founders' Agreement"), between the Seller
                 and Yoav Talgam ("Talgam") and (B) the 1995 Note, which will
                 be terminated on or before the Closing Date); and neither the
                 Seller nor RIL has received any notice of any intention to
                 terminate, repudiate or disclaim any RIL Agreement that would
                 have a Material Adverse Effect.

                      (iii)       To the Seller's knowledge, neither RIL nor
                 any other party to any of the RIL Agreements is in breach or
                 in default in any material respect of its obligations
                 thereunder.  No party to any of the RIL Agreements has
                 provided notice to the Seller or RIL to the effect that RIL
                 has failed to perform any of its obligations thereunder where
                 such failure would have a Material Adverse Effect.

                      (iv)        Neither the Seller nor RIL has an agreement
                 (x) with any person regarding the consolidation or merger of
                 RIL with or into any such or another person, (y) with any
                 person regarding the sale, conveyance or disposition of all or
                 substantially all of the assets of RIL in a transaction or a
                 series of related transactions or (z) regarding any other form
                 of acquisition, liquidation, dissolution or winding up of RIL.

                      (v)         RIL has not waived any of its material rights
                 or debts owed to it under any of the RIL Agreements.

                      (vi)        Attached Exhibit (vi)     Attached Exhibit
                 provides an accurate and complete breakdown and aging of all
                 accounts receivable, notes receivable and other receivables of
                 RIL as of June 29, 1998.

                 (k)      Capital Expenditures and Commitments.  Except as
         disclosed in Exhibit 3.1(k) attached hereto or the Financial
         Statements:

                      (i)         RIL has not undertaken to make any capital
                 commitment, expenditure, or purchase in excess of $25,000.

                      (ii)        RIL is not a party to any material hire, hire
                 purchase, credit sale or conditional sale agreement or any
                 contract providing for payment on deferred terms in respect of
                 assets purchased by RIL.

                      (iii)       RIL has not given any guarantee, indemnity or
                 security for or otherwise agreed to become directly or
                 continently liable for any obligation of any other person.



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                      (iv)        Except for signature rights granted in the
                 ordinary course of RIL's business, RIL has not authorized any
                 person to bind or commit it to any material obligation.

                      (v)         RIL has not applied for or received any grant
                 or allowance.

                      (vi)        Litigation.  RIL is not involved in any
                 civil, criminal or arbitration proceedings.  To the Seller's
                 knowledge, no such proceedings and no claims of any nature are
                 pending or threatened by or against RIL or the directors of
                 RIL in respect whereof RIL is liable to indemnify such
                 director and there are no facts likely to give rise to any
                 such proceedings.  In addition, there is no civil, criminal or
                 arbitration proceeding pending against the Seller or, to the
                 Seller's knowledge, threatened by or against the Seller that
                 challenges or may have the effect of preventing, delaying,
                 making illegal or otherwise interfering with the consummation
                 of the transactions contemplated by this Agreement and, to the
                 knowledge of the Seller, there are no facts likely to give
                 rise to any such proceedings.

                 (l)      Employees.

                      (i)         A list of the employment agreements with all
                 of the officers, employees (including the Employees) and
                 consultants of RIL is set forth in attached Exhibit 3.1(l)(i),
                 which agreements set forth all Benefits payable or which RIL
                 is bound to provide (whether now or in the future) to each
                 officer, employee and consultant of RIL.  True, correct and
                 complete copies of each such agreement have been delivered to
                 the Buyer.

                      (ii)        No Employee has been dismissed or has given
                 notice of termination of his or her employment.

                      (iii)       The form of contracts delivered to the Buyer
                 are the contracts under which substantially all the officers,
                 employees and consultants of RIL at the date hereof are
                 engaged and include provisions relating to non-disclosure and
                 non-competition.

                      (iv)        Except as disclosed in attached Exhibit
                 3.1(l)(iv), there are no agreements or arrangements for the
                 payment of any pensions, allowances, lump sums or other like
                 benefits on retirement or on death or termination or during
                 periods of sickness or disablement for the benefit of RIL or
                 for the benefit of the dependents of any such person in
                 operation at the date hereof that are payable by or the
                 obligation of RIL.

                      (v)         The full amount of RIL's obligation to pay
                 severance to its employees is the subject of an appropriate
                 reservation in the Financial Statements.

                      (vi)        There has been no labor dispute involving RIL
                 or its employees and none is pending or, to the Seller's
                 knowledge, threatened.



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                      (vii)       The total amount necessary to fund (a) all of
                 RIL's obligations to its employees (including the Employees)
                 through the Closing Date and (b) all of RIL's obligations to
                 Talgam under the Supplemental Employment and Retention
                 Agreement to be entered into by RIL and Talgam on or prior to
                 the Closing Date (assuming that the Closing Date occurs no
                 later than August 15, 1998) and in form and substance mutually
                 satisfactory to the Buyer and Talgam (the "Employment
                 Agreement") (whether before, on or after the Closing Date)
                 does not exceed $300,000.

                 (m)      Debts and Loan Facilities.

                      (i)         Except as disclosed in the Financial
                 Statements and except for the indebtedness owed by RIL to the
                 Seller under the 1995 Note, RIL does not have any overdrafts,
                 loans, guarantees or other financial facilities and there are
                 no debts owing by RIL other than debts which have arisen in
                 the ordinary course of business and which have arisen in the
                 ordinary course of business and which do not, individually or
                 in the aggregate, exceed $50,000.

                      (ii)        Except as disclosed in the Financial
                 Statements, there are no debts owed to RIL, nor has RIL lent
                 any money which has not yet been repaid, other than debts
                 which have arisen in the ordinary course of business and which
                 in the aggregate do not exceed $50,000 or debts which are
                 adequately disclosed or reserved on the Financial Statements.
                 The Seller is not aware of any bad or doubtful debts on RIL's
                 books at the date hereof, except as disclosed on an Exhibit
                 hereto or the Financial Statements.

                      (iii)       RIL is not in default under any instrument
                 constituting any indebtedness or under any guarantee of any
                 indebtedness.

                 (n)      Intellectual Property.

                      (i)         For purposes of this Agreement, "Intellectual
                 Property" means the following items of intangible and tangible
                 property:

                                  (A)      All right, title and interest in
                          letters patent or equivalent rights (including
                          utility patents, design patents and utility model
                          rights) and applications, including any reissue,
                          extension, division, continuations, or
                          continuation-in-part applications throughout the
                          world ("Patents");

                                  (B)      Trademarks, trade names, service
                          marks, designs, logos, trade dress, and trade styles,
                          whether or not registered, and all pending
                          applications for registration of the same, throughout
                          the world ("Trademarks");

                                  (C)      Copyrights, whether or not
                          registered, and all pending applications for
                          registration of the same, throughout the world
                          ("Copyrights");



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                                  (D)      Inventions, research records, trade
                          secrets (whether arising under common law, state law,
                          federal law or the laws of any foreign country),
                          confidential information, product designs,
                          engineering specifications and drawings, technical
                          information, formulae, customer lists, supplier
                          lists, market analyses, databases and other
                          industrial property ("Technical Information"); and

                                  (E)      Computer programs, including,
                          without limitation, computer programs embodied in
                          semiconductor chips ("Firmware") or otherwise
                          embodied, and related flow-charts, programmer notes,
                          updates and data, whether in object or source code
                          form ("Software").

                      (ii)        The material Intellectual Property of RIL and
                 all pending patent applications of RIL are as listed in
                 attached Exhibit (n)      Intellectual Property.

                      (iii)       RIL either owns or has sufficient rights by
                 license or other grant of permission with respect to all
                 Intellectual Property necessary for its business as now
                 conducted.  To the Seller's knowledge, RIL's use of the
                 Intellectual Property in its business as now conducted does
                 not infringe the rights of any third party.  To the knowledge
                 of the Seller, there are no outstanding options, licenses or
                 agreements of any kind relating to the foregoing, nor is RIL
                 bound by or a party to any options, licenses or agreements of
                 any kind with respect to the Intellectual Property.

                      (iv)        To the knowledge of the Seller, no
                 Intellectual Property, used or proposed to be used in the
                 business of RIL as currently conducted or contemplated, has
                 infringed or will infringe upon any intellectual property
                 rights of others and the use of such Intellectual Property in
                 the business of RIL, as currently conducted or contemplated,
                 will not constitute an infringement, misappropriation or
                 misuse of any intellectual property rights of any third party.
                 Neither the Seller nor RIL has received any written
                 communication alleging that RIL has violated, or that by
                 conducting its business it would violate, any Intellectual
                 Property.

                      (v)         RIL has taken reasonable security measures,
                 including measures against unauthorized disclosure, to protect
                 the secrecy, confidentiality, and value of its trade secrets
                 and other Intellectual Property.  No employee, director or
                 shareholder of RIL or employer of any such employee of RIL has
                 any rights with respect to the Intellectual Property used or
                 contemplated to be used by RIL.

                 (o)      Full Disclosure.  The disclosure of the Seller
         contained in this Agreement and any Exhibit hereto contains no untrue
         or misleading statement of any material fact and does not omit to
         state a material fact required to be stated therein or necessary to
         make the statements therein, in the light of the circumstances under
         which they are made, accurate.



                                      11
<PAGE>   12

                 (p)      Finders and Brokers.  Neither the Seller nor RIL has
         entered into any contract, arrangement or understanding with any
         person, firm or corporation which will result in the obligation of the
         Buyer to pay any finder's fees, brokerage or agent's commissions or
         other like payments in connection with the negotiations leading to
         this Agreement or the consummation of the transactions contemplated
         hereby.

         3.2     Representations and Warranties of the Buyer.  The Buyer, being
aware that the Seller has agreed to enter into this Agreement in reliance on
the representations and warranties contained in this Article 3.2, hereby
represents and warrants to the Seller as of the date hereof and the Closing
Date as follows:

                 (a)      Organization and Validity of this Agreement.  The
         Buyer is a corporation duly organized and validly existing under the
         laws of Japan and has full corporate power and authority to enter into
         and perform its obligations under this Agreement; has taken all
         necessary corporate action required to enter into and perform its
         obligations under this Agreement; and this Agreement has been duly
         executed and delivered by the Buyer and constitutes the legal, valid
         and binding obligation of the Buyer, enforceable against the Buyer in
         accordance with its terms, except to the extent that enforceability
         may be limited by applicable bankruptcy, reorganization, insolvency,
         moratorium and similar laws affecting creditors' rights generally from
         time to time in effect and subject to equitable principles of general
         application (regardless of whether such enforcement is considered in a
         proceeding at law or at equity).  No other action by the Buyer will be
         necessary to authorize the execution and delivery of this Agreement
         and the consummation of the transactions contemplated herein, except
         where the failure to take any such action would not have a Material
         Adverse Effect.

                 (b)      Finders and Brokers.  The Buyer has not entered into
         any contract, arrangement or understanding with any person, firm or
         corporation which will result in the obligation of the Seller to pay
         any finder's fees, brokerage or agent's commissions or other like
         payments in connection with the negotiations leading to this Agreement
         or the consummation of the transactions contemplated hereby.

                 (c)      Adequate Financing.  The Buyer has funds sufficient
         to pay the Purchase Price.

                 (d)      Litigation.  There is no civil, criminal or
         arbitration proceeding pending against the Buyer or, to the Buyer's
         knowledge, threatened by or against the Buyer that challenges or may
         have the effect of preventing, delaying, making illegal or otherwise
         interfering with the consummation of the transactions contemplated by
         this Agreement and, to the knowledge of the Buyer, there are no facts
         likely to give rise to any such proceedings.

         3.3     NO OTHER WARRANTIES.  EXCEPT AS PROVIDED IN THIS ARTICLE
ARTICLE 3 OR OTHERWISE EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY IS
MAKING ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. NEITHER PARTY SHALL BE LIABLE FOR



                                      12
<PAGE>   13

ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT
LIMITED TO LOSS OF PROFIT OR LOSS OF USE, WITH RESPECT TO ANY CLAIMS ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ARTICLE 4.       COVENANTS

        4.1      Covenants of the Seller.  The Seller covenants and agrees with
the Buyer as follows:

                 (a)      Non-Solicitation.  For a period of one year from the
         Closing Date, the Seller shall not directly or indirectly solicit,
         encourage or take any other action which is intended to induce or
         encourage, or has the effect of inducing or encouraging, any of the
         Employees to terminate his or her employment with RIL.

                 (b)      Operation of RIL.  From the date of this Agreement
         until the Closing Date, the Seller shall cause RIL to carry on its
         business in the ordinary course and not to sell or dispose of any of
         its assets or properties in excess of an aggregate of $25,000 (whether
         or not in the ordinary course), except with the prior written consent
         of the Buyer.  From the date of this Agreement until the Closing Date,
         the Seller shall cause RIL to refrain from making any commitments,
         bids or binding offers, or entering into any contract involving a
         payment by RIL in excess of an aggregate of $25,000 (whether or not in
         the ordinary course), except with the prior written consent of the
         Buyer.  Prior to the Closing, no amendments shall be made to RIL's
         Memorandum of Association and Articles of Association, except with the
         prior written consent of the Buyer.

                 (c)      Investigation by the Buyer.  To the extent necessary
         to permit the Buyer to conduct such investigation as the Buyer deems
         necessary or advisable to familiarize itself with the business and
         properties of RIL and its financial and legal condition, the Seller
         shall permit the Buyer and its authorized representatives to have
         reasonable access to RIL's premises, books and records, and shall
         cause RIL's officers promptly to furnish the Buyer or its
         representatives such financial and operating data and other
         information, with respect to the business and properties of RIL, as
         the Buyer may reasonably request.

                 (d)      Further Assurances.  After the Closing, the Seller,
         upon the Buyer's reasonable request from time to time, shall take such
         further actions and execute and deliver such further instruments of
         conveyance and transfer as may be necessary or desirable to assure,
         complete and evidence the full and effective conveyance and transfer
         to the Buyer of the Shares and to effectuate the purposes of this
         Agreement.

                 (e)      Public Announcements.  The Seller shall consult with
         the Buyer regarding the wording and substance of all press releases,
         announcements or other public statements to be made by the Seller with
         respect to this Agreement or the transactions contemplated hereby.

                 (f)      Loan.  Prior to the Closing, (i) the Seller shall
         make an additional loan to RIL pursuant to the 1995 Note in an amount
         equal to $450,000, and (ii) the aggregate 



                                      13
<PAGE>   14

         principal amount of indebtedness owed by RIL to the Seller pursuant to
         the 1995 Note (including the amount advanced pursuant to the preceding
         sentence) shall be converted into the Additional Share, any accrued
         and unpaid interest on the 1995 Note shall be forgiven by the Seller,
         and the 1995 Note shall be cancelled.

         4.2     Covenants of the Buyer.  The Buyer covenants and agrees with
the Seller as follows:

                 (a)      Offer of Employment to Employees.  On or promptly
         following the Closing, the Buyer agrees to cause (i) the board of
         directors of RIL to adopt resolutions authorizing (x) the granting of
         increases by RIL to the base salary of those Employees who are
         employed by RIL as engineers not exceeding twenty-five percent (25%)
         of the base salary payable to such Employees prior to July 15, 1998
         and (y) the change of the name of RIL to "Fujitsu Microelectronics
         Israel Ltd." and (ii) RIL to offer to each Employee (other than
         Talgam) at Closing the opportunity to continue his or her employment
         with RIL on the terms set forth in the Employment Agreement between
         RIL and each such Employee (as in effect immediately prior to the
         Closing and in the form provided by the Seller to the Buyer) subject
         to (x) in the case of those Employees who are employed by RIL as
         engineers, the granting of increases, effective as of July 15, 1998,
         to the base salary not exceeding twenty-five percent (25%) of the base
         salary payable to each such Employee prior to July 15, 1998, (y) the
         termination of RIL's General Employee Option Plan and all options
         thereunder (whether vested or unvested) and (z) the implementation of
         a long-term incentive plan on terms to be approved by RIL board of
         directors.  The Buyer also agrees to cause RIL to offer to Talgam at
         Closing the opportunity to continue his employment with RIL on the
         terms set forth in the Employment Agreement.

                 (b)      Operation of RIL.  The Buyer hereby confirms that it
         is its intention to cause RIL to be operated after the Closing
         substantially in accordance with the terms and conditions of the
         Memorandum of Understanding attached as Exhibit C.

                 (c)      Press Announcements.  The Buyer shall consult with
         the Seller regarding the wording and substance of all press releases,
         announcements or other public statements to be made by the Buyer with
         respect to this Agreement or the transactions contemplated hereby.

ARTICLE 5.       CONDITIONS TO THE CLOSING

        5.1      Conditions to the Seller's Obligation.  The obligations of the
Seller under this Agreement shall be subject to the satisfaction (or written
waiver by the Seller) of each of the following conditions prior to Closing:

                 (a)      Representations and Warranties.  The representations
         and warranties of the Buyer contained in this Agreement shall be true
         and correct in all material respects as of the date of this Agreement
         and the Closing Date;

                 (b)      Performance of Obligations of the Buyer.  All
         obligations of the Buyer to be performed on or prior to Closing shall
         have been duly performed;



                                      14
<PAGE>   15

                 (c)      Governmental Approvals.  All governmental approvals
         necessary for the performance of this Agreement shall have been
         obtained, and such approvals shall be in full force and effect as of
         the Closing Date, except the failure of which would not have a
         Material Adverse Effect; and

                 (d)      No Injunction.  There shall not be in effect, as of
         the Closing Date, any injunction or other order of any court or other
         tribunal having jurisdiction over the Seller, RIL or the Buyer that
         prohibits the sale of the Shares to the Buyer or the consummation of
         any of the transactions contemplated by this Agreement.

         5.2     Conditions to the Buyer's Obligation.  The obligations of the
Buyer under this Agreement shall be subject to the satisfaction (or written
waiver by the Buyer) of each of the following conditions prior to Closing:

                 (a)      Representations and Warranties.  The representations
         and warranties of the Seller contained in this Agreement shall be true
         and correct in all material respects as of the date of this Agreement
         and the Closing Date;

                 (b)      Performance of Obligations of the Seller.  All
         obligations of the Seller to be performed on or prior to Closing shall
         have been duly performed;

                 (c)      Governmental Approvals.  All governmental approvals
         necessary for the performance of this Agreement shall have been
         obtained, and such approvals shall be in full force and effect as of
         the Closing Date, except the failure of which would not have a
         Material Adverse Effect.  RIL shall have sent a letter (in form and
         substance satisfactory to Fujitsu) to the Israeli Investment Center
         seeking the approval of the Investment Center of the sale of the
         Shares by the Seller to the Buyer pursuant to this Agreement and
         confirmation that RIL shall maintain its status, after the Closing, as
         an "approved enterprise" under the Israeli Law for the Encouragement
         of Capital Investments, 5719-1989;

                 (d)      No Injunction.  There shall not be in effect, as of
         the Closing Date, any injunction or other order of any court or other
         tribunal having jurisdiction over the Seller, RIL or the Buyer that
         prohibits the sale of the Shares to the Buyer or the consummation of
         any of the transactions contemplated by this Agreement;

                 (e)      Share Certificates.  Certificates representing all of
         the Shares, together with duly executed stock transfer deeds, shall
         have been delivered as provided in Section 2.2;

                 (f)      Board Resolutions of the Seller.  A certified copy of
         the resolutions of the Board of Directors of each of the Seller and
         RIL approving the execution and delivery of this Agreement by the
         Seller and the performance by the Seller and RIL of its respective
         obligations hereunder shall have been duly delivered to the Buyer;

                 (g)      Founders' Agreement and 1995 Note.  The Seller and
         Talgam shall have terminated the Founders' Agreement, all outstanding
         principal indebtedness owed by RIL to the Seller under the 1995 Note
         shall have been converted into the Additional Share, all



                                      15
<PAGE>   16

         accrued but unpaid interest on the 1995 Note shall have been forgiven
         by the Seller, and the 1995 Note shall have been cancelled, each in a
         manner and on terms reasonably satisfactory to the Buyer;

                 (h)      Employment Agreement.  RIL and Talgam shall have
         entered into an Employment Agreement;

                 (i)      Employment of Employees.  The Seller shall have
         delivered to the Buyer a certificate substantially in the form of
         either attached Exhibit D-1, D-2 or D-3 executed by each Employee
         (other than Talgam) confirming his or her continued employment with
         RIL after the Closing Date on substantially the same terms as
         currently in effect (except for the availability of options to
         purchase capital stock of the Seller and, in the case of those
         Employees who are employed as engineers, the base salary);

                 (j)      Consents.  All consents and waivers of third parties
         necessary or appropriate for the consummation of the transactions
         contemplated by this Agreement shall have been obtained and such
         consents shall be in full force and effect on the Closing Date, except
         for those which would not have a Material Adverse Effect;

                 (k)      Cash.  The Seller shall have made the loan to RIL
         contemplated by Section 4.1(f) of this Agreement and, as of July 31,
         1998 (after giving effect to such loan), RIL shall have cash on hand
         in an amount equal to at least $500,000 (after paying in full RIL's
         payroll through that date);

                 (l)      Board of Directors.  The Buyer shall have received
         written evidence that each director of RIL other than Talgam has
         resigned, effective on the Closing Date;

                 (m)      Recordation of Share Transfer Deed.  All necessary
         procedures shall have been taken by either RIL and/or the Seller to
         duly record the Share Transfer Deed, dated March 6, 1998, made by
         Roger Ross to Jack Simpson (in trust for the Seller) on the books and
         records of RIL and to duly notify the Israeli Registrar of Companies
         of such conveyance;

                 (n)      Talgam Bonus.  If signing of this Agreement occurs on
         or before August 7, 1998, the Seller shall have paid to Talgam a bonus
         in the amount of $185,000; and

                 (o)      Compliance Certificate.  An executive officer of the
         Seller shall deliver to the Buyer a certificate certifying that each
         of the conditions in this Article 5 has been fulfilled.

         5.3     Best Efforts.  The Parties shall use their best efforts to
cause the conditions within their respective control to be satisfied, as soon
as possible and no later than the Closing Date. If the foregoing conditions to
the Closing are not satisfied in full or waived on or prior to August 15, 1998,
this Agreement, except for Articles 4.1(e) and 7.1, shall terminate and be of
no further force and effect.



                                      16
<PAGE>   17

ARTICLE 6.       SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS,
                 INDEMNIFICATION AND TERMINATION

        6.1      Indemnification.  The Seller shall indemnify and hold the
Buyer and RIL harmless against, and shall reimburse the Buyer and RIL for any
loss or damage including, without limitation, attorneys fees reasonably
incurred, arising out of any misrepresentation of the Seller under this
Agreement, or any misrepresentation in, or omission from, any certificate or
other instrument furnished or to be furnished to the Buyer pursuant to this
Agreement.

         6.2     Limitation of Liability.  The representations and warranties
of the Parties in Article 3 shall expire six (6) months after the Closing Date
and shall thereafter be of no further force or effect.  In addition, the
Seller's maximum liability to the Buyer for any breach of its representations
and warranties hereunder shall be the Purchase Price.  In no event shall the
Seller be required to obtain a bond or other assurance of performance as to the
contingent liability represented by its obligation under the representations
and warranties set forth in Article 3.1.

         6.3     Termination.  In the event that a Party (the "defaulting
Party") should default in the performance of any of the covenants or
obligations to be performed by it hereunder, or any condition to the obligation
of a Party (the "non-defaulting Party") to consummate the sale or purchase of
the Shares hereunder is not performed or fulfilled to the reasonable
satisfaction of the non-defaulting Party, then the non-defaulting Party shall
have the right upon service on the defaulting Party of written notice to such
effect, to terminate this Agreement on or prior to Closing; provided, however,
that, if such default, non-performance or non-fulfillment is reasonably capable
of remedy, the defaulting Party shall have the right, during the ten (10) day
period after receipt of such written notice, to perform such covenant or
obligation or to correct or satisfy the condition precedent necessary to the
consummation of this Agreement, in all cases to the reasonable satisfaction of
the non-defaulting Party.

ARTICLE 7.       MISCELLANEOUS PROVISIONS

        7.1      Expenses.  Each Party will bear its own costs and expenses,
including legal fees, in connection with the negotiation of this Agreement and
the consummation of the transactions contemplated hereby.

         7.2     Tax.  Any tax, duty, recordation expense or other charge
imposed in connection with the sale of the Shares, the conversion into equity
of the outstanding indebtedness owed by RIL to the Seller under the 1995 Note
or otherwise under or in connection with this Agreement, including, without
limitation, any stamp tax, shall be borne and paid by the Seller.

         7.3     Assignment.  Neither Party hereto may assign any right or
obligation hereunder to any third party without the prior written consent of
the other Party.

         7.4     Notice.  All notices required or permitted under this
Agreement will be in writing, will reference this Agreement and will be deemed
given:  (a) when delivered personally; (b) when sent by confirmed facsimile;
(c) ten (10) days after having been sent by registered or certified air mail,
return receipt requested, postage prepaid; or (d) the third business day after
deposit with a commercial overnight carrier specifying next-day delivery, with
written verification of receipt.  All communications will be sent to the
address set forth below (or to such 



                                      17
<PAGE>   18

other address as may be designated by a Party by giving written notice to the
other Party pursuant to this Article 7.4):

         If to the Seller:

         ROSS Technology, Inc.
         5316 Highway 290W, Suite 500,
         Austin, Texas   78735-8930
         U.S.A.
         Facsimile:  (512) 892-3402
         Attention:       President

         If to the Buyer:

         Fujitsu Limited
         1-1 Kamikodanaka 4-chome,
         Nakahara-ku, Kawasaki-shi,
         Kanagawa-ken, 211-88
         Japan
         Facsimile:  (044) 754-3786
         Attention:       Mr. Hirohiko Kondo

         7.5     Entire Agreement and Modification.  This Agreement and the
Exhibits attached hereto constitute the entire agreement of the Parties, and
supersede any and all prior negotiations, correspondence, understandings and
agreements between the Parties, respecting the subject matter hereof.  This
Agreement may only be amended, modified or supplemented by a written instrument
signed by both Parties.

         7.6     No Implied Waivers.  No purported waiver by either Party of
any default by the other Party of any term or provision contained herein shall
be deemed to be a waiver of such term or provision unless the waiver is in
writing and signed by the waiving party.  No such waiver shall in any event be
deemed a waiver of any subsequent default under the same or any other term or
provision contained herein.

         7.7     Governing Law.  This Agreement is to be construed in
accordance with and governed by the internal laws of the State of California
(as permitted by Section 1646.5 of the California Civil Code or any similar
successor provision) without giving effect to any choice of law rule that would
cause the application of the laws of any jurisdiction other than the internal
laws of the State of California to the rights and duties of the Parties.

         7.8     Arbitration.  Any dispute, controversy or claim arising our of
or relating to this Agreement or the subject matter hereof, or the
interpretation, enforceability, validity, performance, breach or termination
hereof or thereof, including, without limitation, this arbitration clause,
shall be solely and finally settled by arbitration in Los Angeles, California
in accordance with the commercial arbitration rules of the American Arbitration
Association, as modified by the provisions of this Article 7.8.  Each Party
waives any rights to bring any such dispute, controversy or claim in any other
forum or proceeding, including, without limitation, the 



                                      18
<PAGE>   19

International Trade Commission of the United States or any other administrative
or judicial forum. The arbitration shall be conducted in accordance with such
rules by three arbitrators selected by the Parties (if the Parties are able to
agree within thirty (30) days) and otherwise selected in accordance with such
rules. Each of the arbitrators appointed shall have at least five (5) years'
experience in the field that is the principal subject matter of the dispute.
After soliciting the views of the Parties, the arbitrators shall order such
discovery as they may deem reasonable for a full and fair understanding of the
facts and issues raised in the arbitration. The arbitration, including the
proceeding, pleadings and evidence in connection therewith, shall be maintained
as confidential. An award rendered in connection with the arbitration shall be
final and binding on the Parties, and any judgment upon such an award may be
entered in any court of competent jurisdiction. The award shall be in writing
and shall provide written reasons in detail or the award unless the Parties
agree otherwise. The award shall also provide for the fees and expenses of the
arbitrators and for the reasonable attorneys' fees and expenses of the
prevailing Party, as determined by the arbitrators, all to be borne by the
non-prevailing Party.

         7.9     No Third Party Benefits.  Nothing in this Agreement shall be
construed to confer on any person or entity not a party hereto any right,
remedy or claim hereunder.

         7.10    Interpretation.  The headings appearing in this Agreement are
inserted for convenience of reference only and shall not affect the
interpretation of this Agreement.  References to Articles and Exhibits are,
unless otherwise stated, references to Articles of and Exhibits to this
Agreement, and references to this Agreement are references to this Agreement
including the Exhibits.

         7.11    Counterparts.  This Agreement may be executed in counterparts,
each of which shall constitute an original instrument but all of which, taken
together, shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the Parties have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.

ROSS TECHNOLOGY, INC.                 FUJITSU LIMITED



By: /s/ JACK W. SIMPSON               By: /s/ YOSHIRO YOSHIOKA
   ---------------------------           --------------------------
Name: Jack W. Simpson                 Name: Yoshiro Yoshioka
Title: President and                  Title: Senior Vice President
       Chief Executive Officer


                                      21