IBM Microelectronics

                             Essex Junction, Vermont





                       Agreement for Purchase of Products

                                    (Foundry)





Name and Address of Buyer:



Cyrix Corporation                                        Agreement Number:  CY2

2703 North Central Expressway                            Customer Number:

Richardson, Texas 75080                                  Commencement Date:



Address of IBM:                                          IBM Customer Account

                                                         Representative:

1000 River Street

Essex Junction, Vermont 05452



     This agreement  ("Agreement") is entered into by and between  International

Business Machines Corporation ("IBM"),  incorporated under the laws of the State

of New York, and Cyrix  Corporation,  ("Buyer"),  incorporated under the laws of

the State of Delaware.



     Buyer agrees to purchase and IBM agrees sell certain semiconductor products

in  accordance  with the terms and  conditions of this  Agreement  including its

attachments ("Attachments").





1.0   DEFINITIONS

1.1   "Buyer  Deliverable  Items"  shall mean the items listed in Section 2.0 of

      Attachment A

1.2   "Commencement  Date"  shall mean the date this  Agreement  is  executed by

      Buyer and IBM.

1.3   "Distribution  Point" shall mean the IBM location  designated  by IBM from

      which Product is shipped to Buyer. Distribution Points may be redesignated

      at IBM's sole discretion.

1.4   "Engineering  Change" shall mean a mechanical or electrical  change to the

      Product which affects form, fit, function or maintainability.

1.5   "Harmful Code" shall mean any computer code, programming  instruction or a

      set of instructions that is intentionally  constructed with the ability to

      damage,  interfere with or otherwise  adversely affect computer  programs,

      data files or hardware without the consent or intent of the computer user.

      This  definition  includes,  but is not limited to,  self-replicating  and

      self-propagating  programming  instructions  commonly  called  viruses  or

      worms.

1.6   "NRE"  shall mean  non-recurring  engineering  charges  unique to Products

      manufactured under this Agreement.

1.7   "Person"  shall  mean any  person,  company  or other  legally  recognized

      entity.

1.8   "Plant of Manufacture"  shall mean the IBM location that  manufactures the

      Products and/or assembly and ships Product to IBM  Distribution  Points or

      Buyer.

1.9   "Product(s)"  shall mean the IBM product(s) to be sold and purchased under

      this Agreement as specified in Section 1.0 Attachment A.

1.10  "Purchase  Order"  shall  mean  a  Purchase  Order  issued  by  Buyer  for

      Product(s) in accordance with Section 6.0.

1.11  "Purchase  Order Lead Time" shall mean the period  between  Purchase Order

      issuance  by  Buyer  and  the  requested  shipment  date as  specified  in

      Attachment A.

1.12  "Scheduled  Shipment  Date" shall mean the date  requested by Buyer on the

      Purchase Order and accepted by IBM.

1.13  "Shipment  Date" shall mean the date for shipment of Product  requested by

      Buyer in a Purchase Order.

1.14  "Subsidiary"  shall mean a corporation,  company or other entity:  1) more

      than 50% of whose outstanding shares or securities (representing the right

      to vote for the election of directors or other managing authority) are; or

      2) which does not have  outstanding  shares or  securities,  as may be the

      case in a partnership,  joint venture or unincorporated  association,  but

      more than 50% or whose ownership  interest  representing the right to make

      the  decisions  for such  corporation,  company or other entity is: now or

      hereafter, owned or controlled, directly or indirectly, by a party hereto,

      but such  corporation,  company  or other  entity  shall be deemed to be a

      Subsidiary only so long as such ownership or control exists.



{PAGE}



1.15  "Unit" shall mean a single wafer of Product.



2.0   WORK SCOPE



2.1   IBM agrees to sell Products to Buyer as requested by Buyer and accepted by

      IBM in accordance with Section 6.0.

2.2   IBM   will   not   have  any   installation,   warranty   or   maintenance

      responsibilities for Products except as referred to in Section 17.0.

2.3   Nothing in this Agreement shall be interpreted nor construed in any way as

      limiting,  abrogating or  diminishing  any rights or obligations of either

      party,  including  intellectual  property  rights,  as  set  forth  in the

      Agreement for Purchase of Products between International Business Machines

      Corporation and Cyrix Corporation dated April 7, 1994, as amended.



3.0   TERM OF AGREEMENT

      

      The term of this  Agreement will begin on the  Commencement  Date and will

      end on December 31, 1997(the  "Contract  Period"),  subject,  however,  to

      earlier termination as permitted under Section 13.0.



4.0   SCHEDULE



4.1   IBM and Buyer agree to complete their respective  responsibilities  in the

      time frame  specified in Purchase  Orders  issued by Buyer and accepted by

      IBM in accordance with Section 6.0.

4.2   Products  will be  ordered  and  delivered  under  this  Agreement  during

      scheduling periods (the "Scheduling Periods"). The first Scheduling Period

      shall begin on the  Commencement  Date and  conclude on December 31, 1996.

      Subsequent  Scheduling Periods shall be twelve (12) months each, and shall

      begin immediately following the conclusion of the first Scheduling Period,

      and run consecutively for the duration of the Contract Period.



5.0   PRODUCT DEMAND FORECASTS



5.1   The first Product demand  forecast agreed to by Buyer and IBM is set forth

      in Attachment A. The forecast covers the Contract Period and is broken out

      by  Product  and  month  and  shall  constitute  on the  part of  Buyer an

      obligation to purchase such  forecasted  quantities and on the part of IBM

      an obligation to supply such forecasted quantities in 1996 and up to [ * ]

      Units per month during 1997.  Buyer may adjust the Product demand forecast

      set forth in Attachment A only once per calendar quarter and only upon six

      (6) month's prior written notice to IBM, subject to Section 5.2.

5.2   Buyer may request  quantities of Products  that exceed the Product  demand

      forecast  provided  pursuant to Section 5.1 and that have been accepted by

      IBM.  Such  requests  are  subject  to  rejection  by IBM for any  reason,

      including but not limited to resource availability.



6.0   PURCHASE ORDERS



6.1   Buyer shall order Products by issuing written Purchase  Orders.  IBM shall

      ship Units in accordance with such Purchase  Orders.  Purchase Orders must

      be placed in advance, with at least the Purchase Order Lead Time specified

      in Attachment A, to allow IBM to meet Buyer's requested Shipment Date. IBM

      may reject Buyer's requested Shipment Date if such requested Shipment Date

      does not comply  with the  Purchase  Order Lead Time.  Requested  Shipment

      Dates will be deemed accepted by IBM if the Purchase Order requesting such

      Shipment  Date is accepted by IBM. If so  accepted,  a requested  Shipment

      Date shall  constitute  a Scheduled  Shipment  Date.  Buyer may request an

      improved Scheduled Shipment Date. However,  such a request may be rejected

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