Consulting Agreement - GigaPixel Corp. and George T. Haber



                              CONSULTING AGREEMENT

         This CONSULTING AGREEMENT (the "Agreement") made as of this 20th day of
July, 2000 ("Effective Date") by and between GigaPixel Corporation, a Delaware
corporation ("Company"), and George T. Haber ("Consultant").

         WHEREAS, GigaPixel desires consulting and similar services relating to
GigaPixel's business; and

         WHEREAS, Consultant desires to contract with the Company to perform
such services.

         NOW, THEREFORE, in consideration of the mutual covenants hereinafter
recited, the sufficiency of which is hereby acknowledged, the parties agree as
follows;

         1. Consultancy. The Consultant shall serve as a consultant to the
Company for a period commencing on the date of this Agreement for a period of
two (2) years unless earlier terminated in accordance with Section 9 of this
Agreement.

         2. Scope of Work. The Consultant shall perform the services set forth
in Exhibit A attached hereto (the "Services"). Any additions to or modifications
of the Services shall be set forth in writing and shall be signed by both
parties. The performance of services and compensation therefore necessary to the
completion of such additions or modifications shall be governed by this
Agreement unless otherwise described in the written agreement of the parties.

         3. Performance Bonus Advance. Within sixty days after commencement of
Consultant's services under this Agreement, the Company shall pay to the
Consultant, in advance of the performance of two (2) full years of service under
this Agreement, a performance bonus in the amount of $300,000 ("Performance
Bonus").

         4. Repayment Obligation. Concurrently herewith, the Consultant shall
execute the contingent recourse non-negotiable promissory note attached hereto
as Exhibit B (the "Note"). The Note shall provide that in the event that the
Consultant, as maker of the Note, ceased to be engaged as a consultant or
employee by the Company (or its successors or assigns) prior to the two year
anniversary of the Effective Date of this Agreement, the principal balance of
the Note shall become payable no later than one day after the termination of the
consulting or employment relationship between the Consultant and the Company.
Notwithstanding the foregoing, the Note shall also provide that if the
Consultant ceases to be engaged as a consultant or employed by the Company for
any of the following reasons, the repayment obligation therein shall not apply:

            (a) Death or permanent disability of Consultant;

            (b) Assignment of this Agreement to a subsidiary, parent, successor
or affiliate of the Company.

         5. Consulting Fees. The Company agrees to pay the Consultant a flat fee
of $400,000 for the Services promptly upon the commencement of the consultancy
relationship between the Company and Consultant.

         6. Payments. The Company shall reimburse the Consultant for
out-of-pocket expenses reasonably incurred by the Consultant in the performance
of the Services upon the Consultant's submission of any request for
reimbursement in a format consistent with the Company's policies from time to
time in effect.

         7. Confidentiality. The Consultant acknowledges that Confidential
Information (as defined in Section 8 of this Agreement) is of great value to the
Company. Accordingly, the Consultant agrees not to divulge to anyone, either
during or after the term of this Agreement, any Confidential Information
obtained or developed by the Consultant during the term of this Agreement. Upon
the expiration or earlier termination of this Agreement, the Consultant agrees
to deliver to the Company all documents, papers, drawings, tabulations, reports
and similar documentation which are furnished by the Company to the Consultant
or were prepared by the Consultant in performance of the Services for the
Company. Upon the expiration or termination of this Agreement, the Consultant



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agrees to make no further use or utilization of any Confidential Information.
The provisions of this Paragraph 7 shall survive the termination of this
Agreement.

         8. Confidential Information. "Confidential Information," as used in
this Agreement, shall mean information regarding the business affairs,
operations, business opportunities, price and cost information, finances,
customer names, prospects and customer lists, business plans, sales techniques,
manuals, letters, notebooks, procedures, reports, products, processes, services,
inventions, research and development, and other confidential information and
knowledge concerning the Company or 3dfx Interactive, Inc., a California
corporation ("3dfx"). The term "Confidential Information" shall not include
information that (a) is or becomes generally available to the public through no
violation of this Agreement, (b) was available to Consultant on a
nonconfidential basis prior to disclosure to Consultant by the Company or 3dfx,
or (c) becomes available to the Consultant on a nonconfidential basis from a
source other than the Company or 3dfx, provided that such source is not bound by
a confidentiality agreement with the Company or 3dfx.

         9. Termination. The Company shall have the right to terminate this
Agreement at any time upon 15 days prior written notice to the Consultant. In
addition, in the event either party fails to cure a breach of this Agreement
within fifteen (15) days after receiving written notice thereof, then the
non-breaching party may terminate this Agreement upon written notice to the
breaching party. In the event of any termination of this Agreement, the Company
shall make payments to the Consultant for all work performed in accordance with
the terms and conditions of this Agreement up to the date of termination, and
the Consultant shall immediately return to the Company, without limitation, all
correspondence, reports, documents, drawings and any other items of whatever
nature supplied to the Consultant by the Company or owned by the Company
pursuant to this Agreement.

         10. Independent Contractor/Taxes. The Consultant is not an agent or
employee of the Company and is not authorized to act on behalf of the Company.
Except as required by a final determination by the Internal Revenue Service or
state taxing authority and upon due notice to the other party, the Consultant
and the Company each agrees that it will treat the Consultant as an independent
contractor for tax purposes and file all tax and information returns and pay all
applicable taxes on that basis.

         11. Assignment. The Consultant shall not assign this Agreement or any
interest herein, nor delegate any obligation hereunder, without the prior
written consent of the Company. The Company shall not assign its rights and
obligations under this Agreement to any third party without the written consent
of the Consultant, except that the Company may assign this Agreement to a
subsidiary, parent, successor or affiliate of the Company without the consent of
the Consultant.

         12. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California applicable to contracts made
between California residents and wholly to be performed in California.

         13. Headings. The headings in this Agreement are intended principally
for convenience and shall not, by themselves, determine the rights and
obligations of the parties to this Agreement.

         14. Notices. All notices, requests, demands, and other communications
required by, or made in connection with, this Agreement or the transactions
contemplated by this Agreement, shall be in writing and shall be deemed to have
been duly given on the date of delivery, if delivered in person, or three days
after mailing if mailed by certified or registered mail, postage prepaid, return
receipt requested, addressed as follows:

         If to the Company:         GigaPixel Corporation
                                    4435 Fortran Drive
                                    San Jose, California 95134

         If to the Consultant:      George T. Haber
                                    890 Robb Road
                                    Palo Alto, CA 94306


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         Such addresses may be changed, from time to time, by means of a notice
given in the manner provided in this Section 13.

         15. Severability. If any provision of this Agreement is held to be
unenforceable for any reason, it shall be adjusted rather than voided, if
possible, in order to achieve the intent of the parties to the extent possible.
In any event, all other provisions of this Agreement shall be deemed valid and
enforceable to the full extent possible.

         16. Waiver. The waiver of any term or condition contained in this
Agreement by any party to this Agreement shall not be construed as a waiver of a
subsequent breach or failure of the same term or condition or a waiver of any
other term or condition contained in this Agreement.

         17. Entire Agreement. This Agreement, together with the Note and
Confidential Information and Inventions Agreement to be executed concurrently
herewith, contain all of the terms and conditions agreed upon by the parties
relating to its subject matter and supersedes any and all prior and
contemporaneous agreements, negotiations, correspondence, understandings and
communications of the parties, whether oral or written, respecting the subject
matter herein.

         18. Counterpart Execution. This Agreement may be executed by facsimile
and in counterparts, each of which shall be deemed an original and all of which
taken together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.


Company:                            GIGAPIXEL CORPORATION


                                    By:  /s/ Andrei M. Manoliu
                                         ---------------------------------------
                                    Print Name: Andrei M. Manoliu
                                                --------------------------------
                                    Title: Secretary
                                           -------------------------------------

Consultant:                         GEORGE T. HABER


                                    By:  /s/ George T. Haber
                                         ---------------------------------------
                                         George T. Haber


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                                                                       EXHIBIT A

                                    SERVICES

    o   Business consulting services, based on prior knowledge and experience
        attained as a former president and chief executive officer of GigaPixel
        Corporation,

    o   General administrative and management services