Burns AMENDMENT EMPLOYMENT AGREEMENT 2001

AMENDMENT TO EMPLOYMENT AGREEMENT

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

following:

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

Agreement.

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.

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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

termination.

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

deleted.

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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.

EXECUTIVE

/s/ Richard Burns

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RICHARD BURNS

3DFX INTERACTIVE, INC.

By:/s/ Alex M. Leupp

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ALEX M. LEUPP

PRESIDENT AND CHIEF EXECUTIVE

OFFICER