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Employment Agreement [Amendment No. 1] - 3dfx Interactive Inc. and Richard A. Heddleson

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                                 FIRST AMENDMENT
                              EMPLOYMENT AGREEMENT

                  This First Amendment (this "Amendment") to the Employment
Agreement (the "Agreement"), dated as of April 19, 2001, by and between 3dfx
Interactive, Inc., a California corporation (the "Company"), and Richard A.
Heddleson ("Executive"), is made and entered into this 14th day of October,
2002. Capitalized terms used but not defined herein shall have the meanings
ascribed to those terms in the Agreement.

                  WHEREAS, Executive has provided services to the Company under
the Agreement, originally serving as Chief Financial Officer and now serving as
President, Chief Executive Officer, Chief Financial Officer, Secretary and

                  WHEREAS, pursuant to the Agreement, the Company's most recent
salary payment to Executive was made on April 15, 2002;

                  WHEREAS, Executive has continued to provide services to the
Company and agrees to continue providing services to the Company through the
date of the Company's eventual dissolution and liquidation, provided the Company
pays Executive an annual salary of $206,250, commencing April 16, 2002 and
thereafter through the date of the Company's dissolution and liquidation;

                  WHEREAS, Executive has incurred expenses on behalf of the
Company for which the Company is obligated to reimburse Executive; and

                  NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

         A. Amendment to Section 1(a). The first sentence of Section 1(a) is
hereby amended in its entirety to read as follows:

                  "For the term of his employment under this Agreement, the
                  Company agrees to employ Executive as its President, Chief
                  Executive Officer, Chief Financial Officer, Secretary and
                  Treasurer reporting directly to the Board of Directors of the

         B. Amendment to Section 1(b). The first sentence of Section 1(b) is
hereby amended in its entirety to read as follows:

                  "During the Employment Period, Executive shall devote such
                  time and energy to the affairs of the Company as is necessary
                  to fulfill the responsibilities of the offices he holds and as
                  the affairs of the Company shall dictate, and Executive shall
                  not be engaged in any competitive business activity without
                  the express written consent of the Board."


         C. Amendment to Section 3(a). Section 3(a) of the Agreement is hereby
amended in its entirety to read as follows:

                  "Salary. The Company shall pay Executive as salary
                  compensation for his services of Two Hundred Six Thousand Two
                  Hundred Fifty Dollars ($206,250) per annum ("Base Salary
                  Amount"), less applicable deductions and withholdings,
                  commencing April 16, 2002 and thereafter through the date of
                  the Company's dissolution and liquidation (the "Base Salary
                  Amount"); provided, that in the event that Executive spends
                  less than twenty hours per week engaged in addressing the
                  Company's affairs for three or more consecutive calendar
                  weeks, then the Base Salary Amount shall be adjusted
                  accordingly. The Base Salary Amount shall be paid twice
                  monthly on the first and fifteenth day of each month (or, if
                  such day is not a business day, then the immediately preceding
                  business day)."

         D. Addition of Section 3(c). A new Section 3(c) shall be added to the
Agreement, as follows:

                  "(c) Retention Incentive Bonus. In the event the Company
                  becomes a debtor under the United States Bankruptcy Code,
                  Executive shall become entitled to earn additional
                  compensation in the form of a retention incentive bonus equal
                  to one and one-half percent (1 1/2%) of the fair market value
                  of all assets actually collected by the Company
                  post-bankruptcy petition, which bonus shall be paid as an
                  administrative expense of the Company's bankruptcy estate and
                  shall be subject to the approval of the Bankruptcy Court;
                  provided that, subject to Section 4(a)(iv) hereof, Executive
                  shall only be entitled to a retention incentive bonus to the
                  extent that Executive is employed by the Company at the time
                  of the actual collection of such assets. Executive's right to
                  the retention incentive bonus will attach at the time such
                  assets are actually collected by the Company. It is not
                  necessary, however, that Executive be employed by the Company
                  at the time Executive applies for Bankruptcy Court approval of
                  the retention incentive bonus."

         E. Amendment to Section 4(a). Section 4(a) of the Agreement is hereby
amended by adding a new clause (iv) thereto, as follows:

                  "(iv) the retention incentive bonus amount provided for under
                  Section 3(c) of the Agreement as if he continued to be
                  employed by the Company through the date of collection by the
                  Company of all assets."

         F. Full Force and Effect. Except as expressly amended herein, all other
terms and provisions of the Agreement shall remain in full force and effect and
are hereby ratified and confirmed in all respects.

         G. Past Due Expenses. The Company and Heddleson mutually acknowledge
and agree that as of the date hereof and in accordance with Section 3(d) of the
Agreement, the Company is currently obligated to reimburse certain business
expenses incurred by Executive in the amount of $25,000.

         H. Counterparts. This Amendment may be executed in one or more
counterparts, each of which such counterparts shall be deemed an original and
all of which together shall constitute one and the same Amendment.

                  IN WITNESS WHEREOF, the undersigned have duly executed this
First Amendment to the Agreement as of the date first written above.

                                       /s/ Richard A. Heddleson
                                       Richard A. Heddleson

                                       3DFX INTERACTIVE, INC.,
                                       a California corporation

                                       By: /s/ Gordon A. Campbell
                                       Name:  Gordon A. Campbell
                                       Title: Chairman of the Board of Directors