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                                                                   EXHIBIT 10.61


                          [ROSS TECHNOLOGY LETTERHEAD]

                                  May __, 1998

Mr. Francis S. (Kit) Webster III
ROSS Technology, Inc.
5316 Highway 290 West, Suite 500
Austin, Texas 78735

         Re:      Employee Retention and Severance Plan

Dear Kit:

         Per our discussions, ROSS Technology, Inc. is pleased to offer you the
following benefits under its Employee Retention and Severance Plan. These
benefits supplement the benefits you have under your employment letter agreement
with the Company. This letter constitutes the "Individual Letter" referred to in
the Plan.

         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 obtained from the
Human Resources Department.

         You will be entitled to receive a Retention Bonus of $185,000 upon the
termination of your employment if you continue your employment with the Company
through December 31, 1998 (or such other earlier date as the Company may
otherwise terminate your employment without Just Cause or you earlier quit for
Good Reason or pursuant to paragraph 2 of the March 11, 1998 amendment to your
employment agreement). However, if your employment is terminated for Just Cause,
you will not receive the Retention Bonus.

         As a condition to receiving this Retention Bonus, you will have to sign
a release on a form provided by the Company, releasing any claims you may have
against the Company. (You will, of course, still receive any severance payments
to which you may become entitled under your employment letter agreement as the
result of the termination of your employment.) A copy of the form of release is
included with this letter as Exhibit A. Because the Age Discrimination in
Employment Act applies to you, you will have twenty one days from the date you
are presented with the release to decide whether to sign it and payment of any
sums due you under this letter will occur eight days after you have executed the
release and delivered it to the Company (which is when the release will become
effective as to ADEA claims; the other waivers will be effective upon signing).
This Retention Bonus will not be subject to reduction for any amounts you
receive under any subsequent employment.

         Assuming that cause for termination of your employment under your
employment letter agreement does not otherwise exist, the Company has agreed
that, if it has begun shutdown, dissolution, liquidation or other similar
proceedings, it will terminate your employment without cause on or prior to
December 31, 1998 (unless you otherwise agree to an extension), which will
trigger your right to severance payments under your employment letter agreement.
The intention of this is to encourage you to remain with the Company through
these difficult times and to help maximize the value of the Company and its
assets. You agree that the shutdown, dissolution or liquidation of the Company,
by itself, will not constitute a termination of your employment without cause,
or permit you to resign for Good Reason or pursuant to paragraph 2 of the March
11, 1998 amendment to your employment agreement.



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         This Retention Bonus is subject to the terms and conditions of the
Plan. This means, among other things, that your receipt of the Retention Bonus
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.

         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,



                                                    ---------------------------
                                                    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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