EMPLOYMENT AGREEMENT



         This AGREEMENT is entered into as of June 8, 2001, but shall have

effect from April 19, 2001 (the "Effective Date"), by and between Richard A.

Heddleson ("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:



         1. DUTIES AND SCOPE OF EMPLOYMENT.



                  (a) Position and Duties. For the term of his employment under

this Agreement, the Company agrees to employ Executive as its Chief Financial

Officer, reporting directly to the Chief Executive Officer ("CEO") and the Board

of Directors of the Company. Executive shall have such duties and authority as

are commensurate with one employed in his position, as may be customarily

incident to such position, and as may be assigned to Executive from time to

time. Executive shall diligently, to the best of his ability, and with the

highest degree of good faith and loyalty, perform all such duties incident to

his position and use his best efforts to promote the interests of the Company.

If the Company's assets are transferred to a liquidating trust (the "Trust"),

Executive agrees to provide services to the Trust and/or serve as trustee of the

Trust, with such duties and authority as are set forth in the Trust documents,

and on such terms as are mutually acceptable to the Executive and the Company

(including the trustee's compensation for serving as such).



                  (b) Obligations to the Company. During the Employment Period,

Executive shall devote his full time and energy to the business of the Company

and shall not be engaged in any competitive business activity without the

express written consent of the Board. Executive shall comply with the Company's

policies and rules, as they may be in effect from time to time during the term

of his employment.



                  (c) No Conflicting Obligations. Executive represents and

warrants to the Company that he is under no obligations or commitments, whether

contractual or otherwise, that are inconsistent with his obligations under this

Agreement. Executive represents and warrants that he will not use or disclose,

in connection with his employment by the Company, any trade secrets or other

proprietary information or intellectual property in which Executive or any other

person has any right, title or interest and that his employment by the Company

as contemplated by this Agreement will not infringe or violate the rights of any

other person or entity. Executive represents and warrants to the Company that he

has returned all property and confidential information belonging to any prior

employers.



         2. TERM OF EMPLOYMENT.



                  (a) Basic Rule. The Company agrees to continue Executive's

employment, and Executive agrees to remain in employment with the Company, from

the Effective Date until the date when Executive's employment terminates

pursuant to Subsection 2(b) below (the "Employment Period"). Executive's

employment with the Company shall be "at will," which means that either

Executive or the Company may terminate Executive's employment at any time, for

any reason, with "Cause" or "Without Cause."



                  (b) Termination. The Company or Executive may terminate

Executive's employment at any time for any reason (or no reason), and with

"Cause" or "Without Cause," by giving the other party fourteen (14) days' notice

in writing. Executive's employment shall terminate automatically in the event of

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