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Amendment to Employment Agreement - 3dfx Interactive, Inc. and Richard Burns


        This Amendment to Employment Agreement ("Amendment") is entered into as
of February 1, 2001 (the "Amendment Date"), by and between Richard Burns
("Executive") and 3dfx Interactive, Inc., a California corporation (the
"Company"). In consideration of the mutual covenants and agreements hereinafter
set forth, the parties agree as follows:

        WHEREAS, the Company has discontinued its board operations retail sales
business, and will, following the sale by the Company to NVIDIA Corporation of
certain specified assets, wind up its affairs and liquidate; and

        WHEREAS, the Company and the Executive have agreed to amend that certain
Employment Agreement dated as of October 20, 2000 (the "Agreement");

        NOW, THEREFORE, the parties agree as follows:

        1.      Section 1(a) of the Agreement is amended by adding the

                Executive agrees that he will devote substantially all of his
                business efforts toward enhancing shareholder return through
                performing those duties set forth on Schedule 1 to this

        2.      Section 2(a) of the Agreement is amended by deleting therefrom
                the second and third sentences. Section 2(b) of the Agreement is
                deleted and replaced with the following:

                (b)     Termination. The Executive's employment shall terminate
                        on the earlier of (i) February 28, 2001, (ii) the date
                        on which the Executive has provided written notice to
                        the Company that his duties set forth on Schedule 1 have
                        been substantially completed, and upon which the Company
                        has provided written consent (which shall not be
                        unreasonably withheld), to early-terminate the
                        Executive's employment, (iii) the date that the Company
                        terminates Executive's employment without Cause, (iv)
                        the date of Executive's death or Disability, (v) the
                        date on which the Executive voluntarily resigns his
                        employment not in accordance with Subsection 2(b)(ii)
                        hereof, or (vi) the date on which Executive's employment
                        is terminated for Cause (the "Termination Date"). Prior
                        to the Termination Date, the Executive may terminate his
                        employment for any reason (or no reason) by giving the
                        Company fourteen (14) days' notice in writing.
                        Executive's employment shall terminate automatically in
                        the event of his death.


        3.      Section 3(a) of the Agreement is amended by deleting therefrom
                the last sentence. Section 3(b) of the Agreement is deleted.

        4.      Section 4(b) of the Agreement is deleted. Section 4(a) is
                deleted and replaced with the following:

                (a)     Payments and Benefits Upon Termination Date. If
                        Executive's employment is terminated in accordance with
                        Subsections 2(b)(i), (ii) or (iii), then upon the
                        Termination Date, Executive shall receive a lump sum
                        severance payment equal to $210,000 (less applicable
                        deductions and withholdings) plus payment or
                        reimbursement of COBRA premiums (or, if COBRA coverage
                        is not available, reimbursement of premiums paid for
                        other medical insurance in an amount not to exceed the
                        COBRA premium) through the date that is twelve (12)
                        months following the Termination Date.

        5.      Section 4(c) of the Agreement is deleted and replaced with a new
                Section 4(b), as follows:

                (b)     Resignation or Termination for Cause. If Executive's
                        employment terminates in accordance with Subsections
                        2(b)(v) or (vi), Executive will be paid his Base Salary
                        and for all unused vacation earned through the
                        Termination Date, but nothing else, and all stock
                        vesting and benefits will cease on Executive's date of

        6.      Section 4(d) of the Agreement is deleted and replaced with a new
                Section 4(c), as follows:

                (c)     Release Required. As a prior condition to Executive
                        receiving any payment or benefit under Section 4(a) of
                        this Agreement, Executive shall execute a full release
                        of known and unknown claims against the Company, its
                        successors, affiliates, employees, agents, advisors and
                        representatives, in a form designated by the Company.

        7.      Section 4(e)(ii) of the Agreement is deleted.

        8.      Section 4(g)(ii) of the Agreement (defining "Good Reason") is


        IN WITNESS WHEREOF, each of the parties has executed this Amendment, in
the case of the Company by its duly authorized officer, as of the day and year
first above written.


                                            /s/ Richard Burns
                                            RICHARD BURNS

                                            3DFX INTERACTIVE, INC.

                                            By:/s/ Alex M. Leupp
                                               ALEX M. LEUPP
                                               PRESIDENT AND CHIEF EXECUTIVE

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