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Change of Control Letter - 3dfx Interactive Inc. and L. Gregory Ballard

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January 10, 1997

L. Gregory Ballard

Dear Greg:

        On behalf of the Board of Directors, I would like to express our
gratitude for your hard work and efforts in building a strong 3Dfx Interactive 

        In appreciation of your efforts, the Board of Directors has approved a
special vesting provision with respect to your stock option grant in the event
of a change of control of the Company. For the purposes of this letter, the
term "change of control" shall mean (i) a sale of all or substantially all of
the Company's assets, or (ii) a consolidation or merger of the Company with or
into any other corporation or corporations (other than wholly-owned
subsidiaries of the Company), or engagement in a transaction or series of
related transactions, in which more than 50% of the voting power of the
Company is disposed.

        In the event your employment is terminated for other than cause within
one year following the effective date of a change of control, in addition to
options already vested, the vesting of 25% of your options will be accelerated
and become fully vested or, in the event that less than 25% of your options
remain unvested, the vesting of all of your remaining options will be
accelerated and become fully vested. For the purposes of this letter,
termination other than for cause shall include "constructive" termination under
the following circumstances: (i) your base salary or rate of compensation is
reduced; (ii) your job authority and responsibility are significantly reduced;
and (iii) you are required to change the location of your job so that you will
be based at a location more than 50 miles from the then current location of
your job.

<PAGE>   2
L. Gregory Ballard
January 10, 1997
Page 2

        If the foregoing confirms our agreement regarding these arrangements,
please confirm your acceptance by signing a copy of this letter in the space
indicated below.


Gordon Campbell
Chairman of the Board

The foregoing is agreed and accepted:

Signature: /s/ L. GREGORY BALLARD

Print Name: L. Gregory Ballard

Date:   1/14/97