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                                                                   EXHIBIT 10.62

May 28, 1998

Mitch Alsup
ROSS Technology, Inc.
5316 Highway 290 West, Suite 500
Austin, Texas  78735

         Re:      Employee Retention and Severance Plan.

Dear Mitch:

As you know, ROSS recently announced that it is exploring various strategic
alternatives. We realize that the Company's current situation creates some
uncertainty, so we have developed an Employee Retention and Severance Plan to
provide you some security and incentive to continue your employment with the
Company, as well as with a potential successor to the Company or to the Viper
development design operations. You are a very valuable member of our team, and
we want you with us! The provisions of the Plan as they apply specifically to
you are summarized in this letter (which is the Individual Letter referred to in
the Plan). As with all compensation matters, your individual benefits under the
Plan are a private matter, and should not be discussed with other employees. Any
questions you may have should be discussed only with your immediate supervisor.

We have used some capitalized terms in this letter. Those terms have the
meanings set forth in the Plan. A copy of the Plan can be retrieved from the
Human Resources Department.

         1. Initial Retention Bonus.

         You will receive an initial Retention Bonus of $50,000. This payment is
         contingent upon your agreement (as evidenced by your signature below)
         to work at least until September 30, 1998 for the Company or any
         successor to the Company after a Change of Control (which includes,
         among other things, the sale of the Company as a whole or the sale of
         the Viper development design operations). You will receive this initial
         Retention Bonus within three days after you return a signed copy of
         this letter to me.




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         2. Additional Retention Bonus/Severance Payment In the Event of a
Change of Control.

                           (i) You will receive an additional combination
                  Retention Bonus/Severance Payment of $200,000 with $75,000
                  payable on July 31, 1998 and $125,000 payable on September 30,
                  1998 (which is in addition to any amounts that may be due to
                  you under the Federal Worker Adjustment and Retraining
                  Notification Act, if applicable) if there is a Change of
                  Control of the Company and the following conditions are
                  satisfied:

                                    (a) you continue or accept, as applicable,
                           employment in Austin, Texas with the business that
                           will continue the operations of the Viper development
                           design team (which may be the Company or the
                           successor to the Company or the design team) at an
                           aggregate base salary and target bonus no less than
                           your current aggregate base salary and target bonus
                           with the Company;

                                    (b) you remain Continuously Employed by the
                           Company or that successor, as applicable, from now
                           until September 30, 1998; and

                                    (c) when your employment with the Company is
                           terminated, or on September 30, 1998, whichever is
                           earlier, you sign a release on a form provided by the
                           Company, releasing any claims you may have against
                           the Company. A copy of the form of release is
                           included with this letter as Exhibit A.

                           (i) The Company will waive some of the conditions set
                  forth in the prior paragraph under certain circumstances. This
                  will permit you to receive the Retention Bonus/Severance
                  Payments set forth in the prior paragraph as long as you
                  satisfy the remaining conditions.

                                    (a) The Company will waive conditions (a)
                           and (b) in the prior paragraph if your employment is
                           not continued (other than for Just Cause) or you are
                           not offered employment in Austin, Texas by the
                           business that will continue the operations of the
                           Viper Development team, or if the job which continues
                           or which you are offered has an aggregate base salary
                           and target bonus less than your current aggregate
                           base salary and target bonus with the Company.

                                    (b) The Company will waive condition (b) in
                           the prior paragraph if, subsequent to a Change of
                           Control, your employment is terminated without Just
                           Cause, if you quit for Good Reason prior to September
                           30, 1998, or if you die or become Disabled.




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                           (i) It is difficult to predict if or when a Change of
                  Control will occur. Accordingly, if a Change of Control has
                  not occurred by July 31, 1998 and/or September 30, 1998, you
                  will receive the Retention Bonus/Severance Payments payable on
                  those dates so long as (a) you are employed by the Company on
                  the applicable date and (b) a Change of Control transaction is
                  pending (i.e., an agreement has been signed which provides for
                  a Change of Control transaction.) When your employment is
                  subsequently terminated, or on September 30, 1998, whichever
                  is earlier, you still must sign the release described above or
                  you will have to refund these payments.

                  1. Alternative Retention Bonus/Severance Payment In the Event
         a Change of Control Does Not Occur.

                  If a Change of Control of the Company does not occur or is not
                  pending on July 31, 1998, and you are Continuously Employed
                  with the Company through July 31, 1998, you will receive an
                  alternative Retention Bonus/Severance Payment of $200,000
                  (which is in addition to any amounts that may be due to you
                  under the Federal Worker Adjustment and Retraining
                  Notification Act, if applicable) upon the termination of your
                  employment without Just Cause or if you quit for Good Reason
                  (even if this occurs prior to July 31, 1998). You will also
                  need to sign the release mentioned above in order to receive
                  these payments.

                  Under these circumstances (and subject to executing the
                  release), you will also be entitled to a continuation of your
                  health benefits under the Company's medical and dental plans.
                  Until July 31, 1999, the Company will pay for your health
                  benefits coverage to the same extent as it has done up until
                  now, and you will be required to make the same payments you
                  have been making up until now. To be eligible for continued
                  health benefits coverage, you may be required to make a COBRA
                  election, even though the Company will be paying for all or
                  part of your health benefits coverage as just described. Your
                  health benefits coverage will cease, however, when you become
                  covered under any group health plan maintained by another
                  employer. If the Company is unable to provide you with
                  continuing health coverage, the Company will pay you the cash
                  value of such coverage through July 31, 1999. This amount will
                  be determined by the Company.




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         2.        Timing of Payments and Related Matters.

                           (i) Payments that are conditioned upon receipt in
                  advance of a release will not be made until the later of the
                  date that the release you sign becomes legally effective or
                  the date specified in this letter for that payment (see
                  paragraphs 2 and 3). If the Age Discrimination in Employment
                  Act applies to you (that is, if you are at least forty years
                  old), you will have twenty one days from the date you are
                  presented with the release to decide whether to sign it and
                  payment will occur eight days after you have executed the
                  release and delivered it to the Company. If the ADEA does not
                  apply to you, your release will be effective when you sign and
                  deliver the release to the Company and payment will be made at
                  that time.

                           (ii) We cannot predict when or if a Change of Control
                  will occur, or whether other circumstances may arise that
                  could permit or require a Retention Bonus/Severance Payment to
                  be due you earlier than the specified dates set forth in this
                  letter (for example, September 30, 1998 under paragraph 2 and
                  July 31, 1998 under paragraph 3). Thus, if the ADEA applies to
                  you, we cannot tell you under all circumstances the date you
                  will need to be presented a release to permit you to receive
                  any required payments on a particular date. As an example,
                  though, let's go through a few base cases:

                                    (a) Let's assume a Change of Control has
                           occurred, you have continued your employment and we
                           know you will be entitled to receive a payment on
                           September 30, 1998 under paragraph 2, above. To get
                           that payment, you need to execute a release and have
                           the release become effective. As described above, if
                           the ADEA applies to you, you will have twenty one
                           days to decide whether to sign the release and it
                           will take seven days to become effective. If you
                           wanted to take the full twenty one days to decide
                           whether to sign the release and the seven day delay
                           on effectiveness was applicable, under those
                           circumstances, we would have to present you with the
                           release no later than September 2 so that a payment
                           could be made on September 30.

                                    (b) Now let's assume everything is the same
                           as in clause (a), but we are unable to present you
                           with the release until September 30 (for example,
                           because we don't know until then that you will become
                           entitled to the payment). Now, if you sign the
                           release on September 30 and the seven day delay on
                           effectiveness is not applicable to you, you can still
                           get your payment on September 30; if the seven day
                           delay on effectiveness applies, you would get your
                           payment on October 8. If you wait to sign the release
                           (remember, if the ADEA applies to you, you have
                           twenty one days to decide whether to sign it), add
                           one additional day until payment can be made for each
                           day you wait until you sign.



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                                    (c) Finally, let's assume there has been no
                           Change of Control, you have continued your employment
                           and we know you will be entitled to receive a payment
                           on July 31, 1998 under paragraph 3, above. Everything
                           about the analysis is the same as in clause (a) and
                           (b), except change the dates and use July 31, 1998 as
                           the base for the calculations.

                           (i) None of the payments under this letter will be
                  reduced by any payments you may otherwise receive pursuant to
                  other employment. Severance Payments will supersede any other
                  severance payments you may otherwise be entitled to receive
                  from the Company under any other severance plan or policy.

         1. Honoring This Letter.

                  If there is a Change of Control and you are offered employment
                  in Austin, Texas by the business that will continue the
                  operations of the Viper development design team (which may be
                  the Company or the successor to the Company or the design
                  team) at an aggregate base salary and target bonus no less
                  than your current aggregate base salary and target bonus with
                  the Company, and you do not accept that position or you fail
                  to remain Continuously Employed by the Company or such
                  successor, as applicable, until September 30, 1998 (other than
                  because you are terminated without Just Cause or quit for Good
                  Reason), you must refund any Retention Bonuses or Severance
                  Payments you received under any paragraph of this letter. You
                  must also refund any Retention Bonuses/Severance Payments you
                  receive pursuant to paragraph 2(iii) if you do not
                  subsequently execute the required release.

         2. Confidential Material.

                  Your receipt of Retention Bonuses or a Severance Payment is
                  conditioned on your refraining from disclosing any
                  confidential material or information of the Company. The
                  Company may sue you because you disclose, or to prevent your
                  disclosure of, confidential material or information.




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         3. Summary Plan Description; ERISA Rights; Miscellaneous Provisions.

                  The Plan is a welfare benefit plan within the meaning of the
                  Federal Employee Retirement Income Security Act of 1974
                  ("ERISA"). This letter constitutes the Summary Plan
                  Description required under ERISA. This letter merely
                  summarizes the detailed and technical provisions of the Plan.
                  In the event of a conflict between this letter and the Plan,
                  the terms and provisions of the Plan will control. You may
                  obtain a copy of the Plan from the Human Resources Department.
                  Attached to this letter is an Exhibit B describing your rights
                  under ERISA. The Plan contains a claims procedure and an
                  arbitration provision.


                                                       Very truly yours,


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                                                       Jack W. Simpson, Sr.
                                                       President and CEO
AGREED TO AND ACCEPTED:

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Name


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