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                                                                   EXHIBIT 10.65


June 1, 1998

Carter Godwin
Ross Technology, Inc.
5316 Highway 290 West
Austin, Texas 78735

         Re:  Employee Retention and Severance Plan

Dear Carter:

As you know, ROSS recently announced that it is exploring various strategic
alternatives for the Company. 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. 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.

         You will become eligible to receive the Severance Payment 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 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. Amount of Severance Payment.

         If you become entitled to receive a Severance Payment, you will receive
         a Severance Payment of $98,977.

         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 two-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,


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


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