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                                                                   EXHIBIT 10.64



June 1, 1998


Joe Jones
Ross Technology, Inc.
5316 Highway 290 West
Austin, Texas 78735

         Re:  Employee Retention and Severance Plan

Dear Joe:

As you know, ROSS recently announced that it is exploring various strategic
alternatives. Due to the Company's deteriorating financial position, the Company
has determined that it will commence an orderly shutdown of all of its
operations, commencing immediately. 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 Company's manufacturing 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. Eligibility for Severance Payment - General.

         Subject to paragraph 2, you will become eligible to receive the
         Severance Payments set forth in this letter if you meet the following
         conditions:

                  (a) You continue your employment with the Company through
         December 31, 1998 (or such earlier date as the Company may otherwise
         specify in writing), unless you earlier quit for Good Reason or are
         earlier terminated without Just Cause; and

                  (b) Upon your termination of employment, 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.

         However, the Company reserves the right to terminate your employment
         for any reason. If your employment is terminated for Just Cause, you
         will not be eligible to receive a Severance Payment.



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         1. Eligibility for Severance Payment if there is a Change of Control.

         As you know, the Company is actively seeking a buyer for the entire
         Company, as well as various portions of its operations, including its
         manufacturing operations. Your eligibility to receive a Severance
         Payment pursuant to this Individual Letter and the Employee Retention
         and Severance Plan may be affected by whether there is a Change of
         Control or a sale of the Company's manufacturing operations.

                  (a) If a Change of Control occurs because of the Company sells
         substantially all of its assets, or the Company sells substantially all
         of the assets related to its manufacturing operations, and the buyer of
         those assets offers you a "substantially similar job" (see clause (d),
         below), you will not be eligible to receive a Severance Payment. You
         will also not be eligible to receive a Severance Payment if you accept
         a job with the buyer, whether or not it is a substantially similar job.
         If you accept a job with the buyer, you will thereafter be subject to
         all of its policies and plans, including any severance plans it may
         have.

                  (b) If a Change of Control occurs because a buyer acquires the
         Company's stock (regardless of the form of the transaction), and
         thereafter, on or before March 31, 1999, the Company lays you off or
         fires you without Just Cause, or you quit for Good Reason, then you
         will still be eligible to receive a Severance Payment pursuant to the
         other terms and conditions of this Individual Letter and the Employee
         Retention and Severance Plan (including the requirement that you sign a
         release).

                  (c) If a Change of Control occurs because a buyer acquires the
         Company's stock (regardless of the form of the transaction), and you
         remain Continuously Employed with the Company past March 31, 1999, then
         you will not be eligible to receive a Severance Payment under this
         Individual Letter and Retention and Severance Plan. You will thereafter
         be subject to the Company's general severance policy as in effect from
         time to time.

                  (d) A "substantially similar job" is defined as a job that (1)
         has substantially the same responsibilities and duties as you currently
         have or which you have at the time the Change of Control or asset sale
         occurs and (2) offers you substantially the same Compensation. The
         Compensation offered will be "substantially the same" if it is at least
         95% of your Compensation at the time of the offer.




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         1. Amount of Severance Payment.

         If you become entitled to receive a Severance Payment, you will receive
         a Severance Payment of $140,000 . This presumes all BridgePoint
         personnel will be given at least 60 days advance notice of termination.

         2. Payment of the Severance Payment.

         If you become entitled to receive a Severance Payment, you will receive
         it in one lump sum cash payment when the release you sign becomes
         legally effective. 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. This payment will not be reduced by any payments you may
         otherwise receive pursuant to other employment. In addition, this
         Severance Payment will supersede any other severance payments you may
         otherwise be entitled to receive from the Company under any other
         severance plan or policy.

         3. Outplacement Services.

         You will also be eligible to participate in an outplacement plan
         consisting of a three-month reemployment skills consulting and training
         service to be provided by a career consulting firm. This service is
         designed to assist you in developing job search objectives, networking
         skills and a professionally prepared resume.

         4. Confidential Material.

         Your receipt of a Severance Payment is conditioned on your refraining
         from disclosing any confidential material or information of the
         Company, and your compliance with any confidentiality policies of the
         Company and with the terms of any confidentiality agreements you have
         entered into with the Company. The Company may sue you because you
         disclose, or to prevent your disclosure of, confidential material or
         information.




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         5. 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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Date




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