Stock Plan

EMPLOYEE STOCK PLAN

 
                              3DFX INTERACTIVE, INC.
                                EMPLOYEE STOCK PLAN
                      (As Amended May 1997 and February 1998)


1.      Purposes of the Plan.  The purposes of this Stock Plan are to 
attract and retain the best available personnel for positions of substa
responsibility, to provide additional incentive to Employees and Consul
of the Company and its Subsidiaries and to promote the success of the 
Company's business.  Options granted under the Plan may be Incentive St
Options or Nonstatutory Stock Options, as determined by the Administrat
at the time of grant of an option and subject to the applicable provisi
of Section 422 of the Code, as amended, and the regulations promulgated
thereunder.  Stock Purchase Rights may also be granted under the Plan.

        2.      Definitions.  As used herein, the following definitions
apply:

(a)  "Administrator" means the Board or any of its Committees 
appointed pursuant to Section 4 of the Plan.

                (b)  "Applicable Laws" means the requirements relating 
administration of stock option plans under U. S. state corporate laws, 
federal and state securities laws, the Code, any stock exchange or quot
system on which the Common Stock is listed or quoted and the applicable
of any foreign country or jurisdiction where Options are, or will be, 
granted under the Plan.

(c)  "Board" means the Board of Directors of the Company.

(d)  "Code" means the Internal Revenue Code of 1986, as amended.

(e)  "Committee"  means the committee appointed by the Board of 
Directors in accordance with paragraph (a) of Section 4 of the Plan.

(f)  "Common Stock" means the Common Stock of the Company.

(g)  "Company" means 3Dfx Interactive, Inc., a California 
corporation.

(h)  "Consultant" means any person, including an advisor, who is 
engaged by the Company or any Parent or Subsidiary to render services a
is compensated for such services.

(i)  "Continuous Status as an Employee" means the absence of any 
interruption or termination of the employment relationship by the Compa
or any Subsidiary.  Continuous Status as an Employee shall not be consi
interrupted in the case of:  (i) sick leave, military leave or any othe
leave of absence approved by the Board, provided that such leave is for
period of not more than ninety (90) days, unless reemployment upon the 
expiration of such leave is guaranteed by contract or statute, or unles
provided otherwise pursuant to Company policy adopted from time to time
(ii) in the case of transfers between locations of the Company or betwe
the Company, its Subsidiaries or its successor.

(j)  "Director"  means a member of the Board.

(k)  "Employee" means any person, including officers and 
directors, employed by the Company or any Parent or Subsidiary of the 
Company.  The payment of a director's fee by the Company shall not be 
sufficient to constitute "employment" by the Company.

(l)  "Exchange Act" means the Securities Exchange Act of 1934, 
as amended.

(m) "Fair Market Value" means, as of any date, the value of 
Common Stock determined as follows:

(i)     If the Common Stock is listed on any established stock 
exchange or a national market system, including without limitation the 
Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stoc
Market, its Fair Market Value shall be the closing sales price for such
stock (or the closing bid, if no sales were reported) as quoted on such
exchange or system for the last market trading day prior to the time of
determination, as reported in The Wall Street Journal or such other sou
as the Administrator deems reliable;

(ii)    If the Common Stock is regularly quoted by a 
recognized securities dealer but selling prices are not reported, the F
Market Value of a Share of Common Stock shall be the mean between the h
bid and low asked prices for the Common Stock on the last market tradin
prior to the day of determination, as reported in The Wall Street Journ
or such other source as the Administrator deems reliable; or 

(iii)   In the absence of an established market for the Common 
Stock, the Fair Market Value shall be determined in good faith by the 
Administrator.

(n)  "Incentive Stock Option" means an Option intended to 
qualify as an incentive stock option within the meaning of Section 422 
the Code.

(o)  "Nonstatutory Stock Option" means an Option not intended to 
qualify as an Incentive Stock Option.

(p)  "Option" means a stock option granted pursuant to the Plan.

(q)  "Optioned Stock" means the Common Stock subject to an 
Option.

(r)  "Optionee" means an Employee or Consultant who receives an 
Option.

(s)  "Parent" means a "parent corporation", whether now or 
hereafter existing, as defined in Section 424(e) of the Code.

(t)  "Plan" means this Employee Stock Plan, as amended from time 
to time.


(u)  "Share" means a share of the Common Stock, as adjusted in 
accordance with Section 11 of the Plan.

(v)  "Subsidiary" means a "subsidiary corporation", whether now 
or hereafter existing, as defined in Section 424(f) of the Code.

3.  Stock Subject to the Plan.  Subject to the provisions of Section 
11 of the Plan, the maximum aggregate number of shares which may be opt
and sold under the Plan is 4,375,000 shares of Common Stock.  The share
be authorized, but unissued, or reacquired Common Stock.

If an Option expires or becomes unexercisable without having been 
exercised in full, or is surrendered pursuant to an Option repricing or
Option exchange, the unpurchased Shares which were subject thereto shal
become available for future grant or sale under the Plan (unless the Pl
has terminated); provided, however, that Shares that have actually been
issued under the Plan upon exercise of an Option shall not be returned 
the Plan and shall not become available for future distribution under t
Plan, except that if Shares of Restricted Stock are repurchased by the 
Company at their original purchase price, such Shares shall become avai
for future grant under the Plan. 

4.  Administration of the Plan.

(a)     Procedure.

(i)     Multiple Administrative Bodies.  The Plan may be 
administered by different Committees with respect to different groups o
Employees and Consultants.

(ii)    Section 162(m). To the extent that the Administrator 
determines it to be desirable to qualify Options granted hereunder as 
"performance-based compensation" within the meaning of Section 162(m) o
Code, the Plan shall be administered by a Committee of two or more "out
directors" within the meaning of Section 162(m) of the Code.

(iii)   Rule 16b-3.  To the extent desirable to qualify 
transactions hereunder as exempt under Rule 16b-3, the transactions 
contemplated hereunder shall be structured to satisfy the requirements 
exemption under Rule 16b-3.

                 (iv)    Other Administration.  Other than as provided 
the Plan shall be administered by (A) the Board or (B) a Committee, whi
committee shall be constituted to satisfy Applicable Laws. 

(b)     Powers of the Administrator.  Subject to the provisions of 
the Plan and in the case of a Committee, the specific duties delegated 
the Board to such Committee, the Administrator shall have the authority
its discretion:

(i)     to determine the Fair Market Value;

        (ii)    to select the Employees and Consultants to whom 
Options may be granted hereunder;

        (iii)   to determine the number of shares of Common Stock to 
be covered by each Option granted hereunder;

(iv)    to approve forms of agreement for use under the Plan;

        (v)     to determine the terms and conditions, not 
inconsistent with the terms of the Plan, of any Option granted hereunde
 Such terms and conditions include, but are not limited to, the exercis
price, the time or times when Options may be exercised (which may be ba
on performance criteria), any vesting acceleration or waiver of forfeit
restrictions, and any restriction or limitation regarding any Option of
shares of Common Stock relating thereto, based in each case on such fac
as the Administrator, in its sole discretion, shall determine;

        (vi)    to reduce the exercise price of any Option to the then 
current Fair Market Value if the Fair Market Value of the Common Stock 
covered by such Option shall have declined since the date the Option wa
granted;

        (vii)   to institute an Option repricing or Option exchange 
program;

        (viii)  to construe and interpret the terms of the 
Plan and awards granted pursuant to the Plan;

        (ix)    to prescribe, amend and rescind rules and regulations 
relating to the Plan, including rules and regulations relating to sub-p
established for the purpose of qualifying for preferred tax treatment u
foreign tax laws;

(x)     to modify or amend each Option (subject to Section 
15(c) of the Plan), including the discretionary authority to extend the
post-termination exercisability period of Options longer than is otherw
provided for in the Plan;

(xi)    to allow Optionees to satisfy withholding tax 
obligations by electing to have the Company withhold from the Shares to
issued upon exercise of an Option that number of Shares having a Fair M
Value equal to the amount required to be withheld.  The Fair Market Val
of the Shares to be withheld shall be determined on the date that the a
of tax to be withheld is to be determined.  All elections by an Optione
have Shares withheld for this purpose shall be made in such form and un
such conditions as the Administrator may deem necessary or advisable;


        (xii)   to authorize any person to execute on behalf of the 
Company any instrument required to effect the grant of an Option previo
granted by the Administrator;

        (xiii)  to make all other determinations deemed 
necessary or advisable for administering the Plan.

(c)  Effect of Administrator's Decision.  All decisions, 
determinations and interpretations of the Administrator shall be final 
binding on all Optionees and any other holders of any Options.

5.  Eligibility.

(a)  Nonstatutory Stock Options may be granted to Employees and 
Consultants.  Incentive Stock Options may be granted only to Employees.
Employee or Consultant who has been granted an Option may, if he or she
otherwise eligible, be granted an additional Option or Options.

(b)  Each Option shall be designated in the written option 
agreement as either an Incentive Stock Option or a Nonstatutory Stock 
Option.  However, notwithstanding such designations, to the extent that
aggregate Fair Market Value of the Shares with respect to which Options
designated as Incentive Stock Options are exercisable for the first tim
any Optionee during any calendar year (under all plans of the Company o
Parent or Subsidiary) exceeds $100,000, such excess Options shall be tr
as Nonstatutory Stock Options.

(c)  For purposes of Section 5(b), Incentive Stock Options shall 
be taken into account in the order in which they were granted, and the 
Market Value of the Shares shall be determined as of the time the Optio
with respect to such Shares is granted.

(d)  The Plan shall not confer upon any Optionee any right with 
respect to continuation of the Optionee's employment or consulting 
relationship with the Company, nor shall it interfere in any way with h
right or the Company's right to terminate the Optionee's employment or 
consulting relationship at any time, with or without cause.

6.  Term of Plan.  The Plan shall become effective upon the earlier 
to occur of its adoption by the Board of Directors or its approval by t
shareholders of the Company as described in Section 18 of the Plan.  It
shall continue in effect for a term of ten (10) years unless sooner 
terminated under Section 14 of the Plan.


7.  Term of Option.  The term of each Option shall be the term stated 
in the Option Agreement; provided, however, that in the case of an Ince
Stock Option, the term shall be no more than ten (10) years from the da
of grant thereof or such shorter term as may be provided in the Option 
Agreement.  However, in the case of an Option granted to an Optionee wh
at the time the Option is granted, owns stock representing more than te
percent (10%) of the voting power of all classes of stock of the Compan
any Parent or Subsidiary, the term of the Option shall be five (5) year
from the date of grant thereof or such shorter term as may be provided 
the Option Agreement.

8.  Option Exercise Price and Consideration.

(a)  The per share exercise price for the Shares to be issued 
pursuant to exercise of an Option shall be such price as is determined 
the Board, but shall be subject to the following:

(i)  In the case of an Incentive Stock Option

(A)  granted to an Employee who, at the time of 
the grant of such Incentive Stock Option, owns stock 
representing more than ten percent (10%) of the voting power of 
all classes of stock of the Company or any Parent or 
Subsidiary, the per Share exercise price shall be no less than 
110% of the Fair Market Value per Share on the date of grant.

(B)  granted to any other Employee, the per 
Share exercise price shall be no less than 100% of the Fair 
Market Value per Share on the date of grant.

                (ii)    In the case of a Nonstatutory Stock Option, 
the per Share exercise price shall be determined by the Administrator. 
the case of a Nonstatutory Stock Option intended to qualify as "perform
based compensation" within the meaning of Section 162(m) of the Code, t
per Share exercise price shall be no less than 100% of the Fair Market 
per Share on the date of grant.

(iii)   Notwithstanding the foregoing, Options may be granted 
with a per Share exercise price of less than 100% of the Fair Market Va
per Share on the date of grant pursuant to a merger or other corporate 
transaction.


(b)  The consideration to be paid for the Shares to be issued 
upon exercise of an Option, including the method of payment, shall be 
determined by the Administrator (and, in the case of an Incentive Stock
Option, shall be determined at the time of grant) and may consist entir
of (i) cash, (ii) check, (iii) other Shares which (x) in the case of Sh
acquired upon exercise of an Option either have been owned by the Optio
for more than six months on the date of surrender or were not acquired,
directly or indirectly, from the Company, and (y) have a Fair Market Va
on the date of surrender equal to the aggregate exercise price of the S
as to which said Option shall be exercised, (iv) authorization from the
Company to retain from the total number of Shares as to which the Optio
exercised that number of Shares having a Fair Market Value on the date 
exercise equal to the exercise price for the total number of Shares as 
which the Option is exercised, (v) delivery of a properly executed exer
notice together with irrevocable instructions to a broker to promptly 
deliver to the Company the amount of sale or loan proceeds required to 
the exercise price, (vi) any combination of the foregoing methods of 
payment, (viii) or such other consideration and method of payment for t
issuance of Shares to the extent permitted under Applicable Laws. 

9.  Exercise of Option.

(a)  Procedure for Exercise; Rights as a Shareholder. Any Option 
granted hereunder shall be exercisable at such times and under such 
conditions as determined by the Administrator, including performance 
criteria with respect to the Company and/or the Optionee, and as shall 
permissible under the terms of the Plan.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed to be exercised when written notice of 
such exercise has been given to the Company in accordance with the term
the Option by the person entitled to exercise the Option and full payme
for the Shares with respect to which the Option is exercised has been 
received by the Company.  Full payment may, as authorized by the Board,
consist of any consideration and method of payment allowable under 
Section 8(b) of the Plan.  Until the issuance (as evidenced by the 
appropriate entry on the books of the Company or of a duly authorized 
transfer agent of the Company) of the stock certificate evidencing such
Shares, no right to vote or receive dividends or any other rights as a 
shareholder shall exist with respect to the Optioned Stock, notwithstan
the exercise of the Option.  The Company shall issue (or cause to be is
such stock certificate promptly upon exercise of the Option.  No adjust
will be made for a dividend or other right for which the record date is
prior to the date the stock certificate is issued, except as provided i
Section 11 of the Plan.

Exercise of an Option in any manner shall result in a decrease in the 
number of Shares which thereafter may be available, both for purposes o
Plan and for sale under the Option, by the number of Shares as to which
Option is exercised.

(b)  Termination of Employment.  In the event of termination of 
an Optionee's consulting relationship or Continuous Status as an Employ
with the Company (but not upon a change of status from an Employee to 
Consultant or Consultant to Employee), such Optionee may, but only with
the period stated in the Option Agreement (which, in the case of an 
Incentive Stock Option, shall be no more than ninety (90) days after th
date of such termination and, in the case of any Option, shall be no la
than the expiration date of the term of such Option as set forth in the
Option Agreement), exercise the Option to the extent that Optionee was 
entitled to exercise it at the date of such termination.  To the extent
Optionee was not entitled to exercise the Option at the date of such 
termination, or if Optionee does not exercise such Option to the extent
entitled within the time specified herein, the Option shall terminate.


(c)  Disability of Optionee.  Notwithstanding the provisions of 
Section 9(b) above, in the event of termination of an Optionee's Consul
relationship or Continuous Status as an Employee as a result of his or 
total and permanent disability (as defined in Section 22(e)(3) of the C
Optionee may, but only within twelve (12) months from the date of such 
termination (but in no event later than the expiration date of the term
such Option as set forth in the Option Agreement), exercise the Option 
the extent otherwise entitled to exercise it at the date of such 
termination.  To the extent that Optionee is not entitled to exercise t
Option at the date of termination, or if Optionee does not exercise suc
Option to the extent so entitled within the time specified herein, the 
Option shall terminate.

(d)  Death of Optionee.  In the event of the death of an 
Optionee, the Option may be exercised, at any time within twelve (12) m
following the date of death (but in no event later than the expiration 
of the term of such Option as set forth in the Option Agreement), by th
Optionee's estate or by a person who acquired the right to exercise the
Option by bequest or inheritance, but only to the extent the Optionee i
entitled to exercise the Option on the date of death.  To the extent th
Optionee is not entitled to exercise the Option on the date of death, o
the Option is not exercised to the extent so exercisable within the tim
specified herein, the Option shall terminate.

10.  Non-Transferability of Options.  Unless determined otherwise by 
the Administrator, an Option may not be sold, pledged, assigned, 
hypothecated, transferred, or disposed of in any manner other than by w
or by the laws of descent or distribution and may be exercised, during 
lifetime of the Optionee, only by the Optionee.  If the Administrator m
an Option transferable, such Option shall contain such additional terms
conditions as the Administrator deems appropriate.

11.  Adjustments Upon Changes in Capitalization or Merger.

(a)     Changes in Capitalization.  Subject to any required action 
by the shareholders of the Company, the number of shares of Common Stoc
covered by each outstanding Option, and the number of shares of Common 
which have been authorized for issuance under the Plan but as to which 
Options have yet been granted or which have been returned to the Plan u
cancellation or expiration of an Option, as well as the price per share
Common Stock covered by each such outstanding Option, shall be 
proportionately adjusted for any increase or decrease in the number of 
issued shares of Common Stock resulting from a stock split, reverse sto
split, stock dividend, combination or reclassification of the Common St
or any other increase or decrease in the number of issued shares of Com
Stock effected without receipt of consideration by the Company; provide
however, that conversion of any convertible securities of the Company s
not be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Board, whose determination in that
respect shall be final, binding and conclusive.  Except as expressly 
provided herein, no issuance by the Company of shares of stock of any c
or securities convertible into shares of stock of any class, shall affe
and no adjustment by reason thereof shall be made with respect to, the 
number or price of shares of Common Stock subject to an Option.


(b)     Dissolution or Liquidation.  In the event of the proposed 
dissolution or liquidation of the Company, the Administrator shall noti
each Optionee as soon as practicable prior to the effective date of suc
proposed transaction.  The Administrator in its discretion may provide 
an Optionee to have the right to exercise his or her Option until ten (
days prior to such transaction as to all of the Optioned Stock covered 
thereby, including Shares as to which the Option would not otherwise be
exercisable.  In addition, the Administrator may provide that any Compa
repurchase option applicable to any Shares purchased upon exercise of a
Option shall lapse as to all such Shares, provided the proposed dissolu
or liquidation takes place at the time and in the manner contemplated. 
the extent it has not been previously exercised, an Option will termina
immediately prior to the consummation of such proposed action.

(c)     Merger or Asset Sale.  In the event of a merger of the 
Company with or into another corporation, or the sale of substantially 
of the assets of the Company, each outstanding Option shall be assumed 
an equivalent option or right substituted by the successor corporation 
a Parent or Subsidiary of the successor corporation.  In the event that
successor corporation refuses to assume or substitute for the Option, t
Optionee shall fully vest in and have the right to exercise the Option 
to all of the Optioned Stock, including Shares as to which it would not
otherwise be vested or exercisable.  If an Option becomes fully vested 
exercisable in lieu of assumption or substitution in the event of a mer
or sale of assets, the Administrator shall notify the Optionee in writi
or electronically that the Option shall be fully vested and exercisable
a period of fifteen (15) days from the date of such notice, and the Opt
shall terminate upon the expiration of such period.  For the purposes o
this paragraph, the Option shall be considered assumed if, following th
merger or sale of assets, the option or right confers the right to purc
or receive, for each Share of Optioned Stock subject to the Option 
immediately prior to the merger or sale of assets, the consideration 
(whether stock, cash, or other securities or property) received in the 
merger or sale of assets by holders of Common Stock for each Share held
the effective date of the transaction (and if holders were offered a ch
of consideration, the type of consideration chosen by the holders of a 
majority of the outstanding Shares); provided, however, that if such 
consideration received in the merger or sale of assets is not solely co
stock of the successor corporation or its Parent, the Administrator may
with the consent of the successor corporation, provide for the consider
to be received upon the exercise of the Option, for each Share of Optio
Stock subject to the Option, to be solely common stock of the successor
corporation or its Parent equal in fair market value to the per share 
consideration received by holders of Common Stock in the merger or sale
assets.

12.  Time of Granting Options.  The date of grant of an Option shall, 
for all purposes, be the date on which the Administrator makes the 
determination granting such Option, or such other date as is determined
the Board.  Notice of the determination shall be given to each Employee
Consultant to whom an Option is so granted within a reasonable time aft
the date of such grant.

13.  Limitations.


(a)     Each Option shall be designated in the written option 
agreement as either an Incentive Stock Option or a Nonstatutory Stock 
Option.  However, notwithstanding such designation, to the extent that 
aggregate Fair Market Value of the Shares with respect to which Incenti
Stock Options are exercisable for the first time by the Optionee during
calendar year (under all plans of the Company and any Parent or Subsidi
exceeds $100,000, such Options shall be treated as Nonstatutory Stock 
Options.  For purposes of this Section 6(a), Incentive Stock Options sh
be taken into account in the order in which they were granted.  The Fai
Market Value of the Shares shall be determined as of the time the Optio
with respect to such Shares is granted.

(b)     Neither the Plan nor any Option shall confer upon an 
Optionee any right with respect to continuing the Optionee's employment
consulting relationship with the Company, nor shall they interfere in a
way with the Optionee's right or the Company's right to terminate such 
employment or consulting relationship at any time, with or without caus

(c)     The following limitations shall apply to grants of Options 
to Employees:

(i)     No Employee shall be granted, in any fiscal year of 
the Company, Options to purchase more than 150,000 (post-split) Shares.

(ii)    In connection with his or her initial employment, an 
Employee may be granted Options to purchase up to an additional 250,000
(post-split) Shares which shall not count against the limit set forth i
subsection (i) above.

(iii)   The foregoing limitations shall be adjusted 
proportionately in connection with any change in the Company's 
capitalization as described in Section 11. 

(iv)    If an Option is cancelled in the same fiscal year of 
the Company in which it was granted (other than in connection with a 
transaction described in Section 11), the cancelled Option will be coun
against the limits set forth in subsections (i) and (ii) above.  For th
purpose, if the exercise price of an Option is reduced, the transaction
be treated as a cancellation of the Option and the grant of a new Optio

14.  Amendment and Termination of the Plan.

(a)     Amendment and Termination.  The Board may at any time 
amend, alter, suspend or terminate the Plan.  

(b)     Shareholder Approval.  The Company shall obtain shareholder 
approval of any Plan amendment to the extent necessary and desirable to
comply with Applicable Laws. 

(c)     Effect of Amendment or Termination.  No amendment, 
alteration, suspension or termination of the Plan shall impair the righ
of any Optionee, unless mutually agreed otherwise between the Optionee 
the Administrator, which agreement must be in writing and signed by the
Optionee and the Company.  Termination of the Plan shall not affect the
Administrator's ability to exercise the powers granted to it hereunder 
respect to Options granted under the Plan prior to the date of such 
termination.

15.  Conditions Upon Issuance of Shares.  Shares shall not be issued 
pursuant to the exercise of an Option unless the exercise of such Optio
the issuance and delivery of such Shares pursuant thereto shall comply 
all Applicable Laws, and shall be further subject to the approval of co
for the Company with respect to such compliance.

As a condition to the exercise of an Option, the Company may 
require the person exercising such Option to represent and warrant at t
time of any such exercise that the Shares are being purchased only for 
investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representa
is required. 

16.  Reservation of Shares.  The Company, during the term of this 
Plan, will at all times reserve and keep available such number of Share
shall be sufficient to satisfy the requirements of the Plan.

17. The inability of the Company to obtain authority from any 
regulatory body having jurisdiction, which authority is deemed by the 
Company's counsel to be necessary to the lawful issuance and sale of an
Shares hereunder, shall relieve the Company of any liability in respect
the failure to issue or sell such Shares as to which such requisite 
authority shall not have been obtained.

18.  Shareholder Approval.  Continuance of the Plan shall be subject 
to approval by the shareholders of the Company within twelve (12) month
before or after the date the Plan is adopted.  Such shareholder approva
shall be obtained in the degree and manner required under applicable st
and federal law.


3D/FX INTERACTIVE, INC.
 EMPLOYEE STOCK PLAN

        NOTICE OF STOCK OPTION GRANT


[Optionee's Name and Address]
_________________________________
_________________________________

You have been granted an option, consisting of the Stock Option 
Agreement attached hereto as Exhibit A and this Notice of Stock Option 
(together, the "Option") to purchase Common Stock of 3D/FX INTERACTIVE,
(the "Company") as follows:

Date of Grant   ________________________

Vesting Date    ________________________

Option Price Per Share  $_______________________

Total Number of Shares Granted  ________________________

Total Price of Shares Granted   ________________________

Type of Option       Incentive Stock Option
     Nonqualified Stock
                     Option

Term/Expiration Date    10 years/_________________

Exercise Schedule:

This Option may be exercised, in whole or in part, in accordance with 
the Vesting Schedule set out below;

Vesting Schedule:

Date of Vesting Number of Shares

First Annual Anniversary
of Vesting Date 25%

Each Monthly Anniversary of 
Vesting Date After First Annual 
Anniversary of Vesting Date     1/48th of the total
                Shares until fully vested

Termination Period:

Option may be exercised for 90 days after termination of employment 
or consulting relationship except as set out in Sections 7 and 8 of the
Stock Option Agreement (but in no event later than the Expiration Date)

Additional Forms of Consideration:  

In addition to the forms of consideration set out in Section 3 of the 
Stock Option Agreement, this Option may be exercised using the followin
forms of consideration:

     No Additional Forms

     Additional Forms as 
  noted: Promissory Note at
  the discretion of the Company.      




Exercise of this Option shall be on a form of Exercise Notice provided 
the Company.


OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT 
TO THIS OPTION IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT A
WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED 
OPTION OR ACQUIRING SHARES HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES A
AGREES THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S EMPLOYEE ST
PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIO
ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY 
COMPANY, NOR SHALL IT INTERFERE IN ANY WAY WITH HIS RIGHT OR THE COMPAN
RIGHT TO TERMINATE HIS EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR 
WITHOUT CAUSE.

Optionee acknowledges receipt of a copy of the Plan and certain 
information related to it and represents that he or she is familiar wit
 terms and provisions of the Plan and this Option.  Optionee accepts th
Option subject to all such terms and provisions.  Optionee has reviewed
Plan and this Option in their entirety, has had an opportunity to obtai
advice of counsel prior to executing this Option and fully understands 
provisions of the Option.


By your signature and the signature of the Company's representative 
below, you and the Company agree that this Option is granted under and 
governed by the terms and conditions of the Employee Stock Plan and the
[Incentive/Nonstatutory] Stock Option Agreement, all of which are attac
and made a part of this document.

OPTIONEE:               3D/FX INTERACTIVE, INC., 
                a California corporation



_____________________________   By __________________________
Signature

_____________________________   Title _______________________
Print Name



        CONSENT OF SPOUSE


The undersigned spouse of Optionee has read and hereby approves the 
terms and conditions of the Plan and this Stock Option.  In considerati
of the Company's granting his or her spouse the right to purchase Share
set forth in the Plan and this Stock Option, the undersigned hereby agr
to be irrevocably bound by the terms and conditions of the Plan and thi
Stock Option and further agrees that any community property interest sh
be similarly bound.  The undersigned hereby appoints the undersigned's 
spouse as attorney-in-fact for the undersigned with respect to any amen
or exercise of rights under the Plan or this Stock Option.




Spouse of Purchaser

        3D/FX INTERACTIVE, INC.
 EMPLOYEE STOCK PLAN


        EXHIBIT A TO NOTICE OF GRANT

        STOCK OPTION AGREEMENT


1.      Grant of Option.  3D/FX INTERACTIVE, INC., a California 
corporation (the "Company"), hereby grants to the Optionee (the "Option
named in the Notice of Grant, an option (the "Option") to purchase a nu
of Shares, as set forth in the Notice of Grant, at the exercise price p
share set forth in the Notice of Grant (the "Exercise Price"), subject 
the terms, conditions and definitions of the Employee Stock Plan (the 
"Plan") adopted by the Company, which is incorporated herein by referen
 In the event of a conflict between the terms and conditions of the Pla
the terms and conditions of this Option Agreement, the terms and condit
of the Plan shall prevail.  Unless otherwise defined herein, the terms 
defined in the Plan shall have the same defined meanings in this Option
Agreement.

If designated in the Notice of Grant as an Incentive Stock Option, 
this Option is intended to qualify as an Incentive Stock Option under 
Section 422 of the Code.

2.       Exercise of Option.

(a)  Right to Exercise.  This Option is exercisable during its 
term in accordance with the Vesting Schedule set out in the Notice of G
and the applicable provisions of the Plan and this Option Agreement.  I
event of Optionee's death, Disability or other termination of Optionee'
employment or consulting relationship, the exercisability of the Option
governed by the applicable provisions of the Plan and this Option Agree

(b)  Method of Exercise.  This Option is exercisable by delivery 
of an exercise notice, in the form provided by the Company (the "Exerci
Notice"), which shall state the election to exercise the Option, the nu
of Shares in respect of which the Option is being exercised (the "Exerc
Shares"), and such other representations and agreements as to the holde
investment intent with respect to the Exercised Shares as may be requir
by the Company pursuant to the provisions of the Plan.  The Exercise No
shall be signed by the Optionee and, if the Optionee is married, by the
Optionee's spouse, and shall be delivered in person or by certified mai
the Secretary of the Company.  The Exercise Notice shall be accompanied
payment of the aggregate Exercise Price as to all Exercised Shares.  Th
Option shall be deemed to be exercised upon receipt by the Company of s
fully executed Exercise Notice accompanied by such aggregate Exercise P


No Shares shall be issued pursuant to the exercise of this 
Option unless such issuance and exercise complies with all relevant 
provisions of law and the requirements of any stock exchange upon which
Shares are then listed.  Assuming such compliance, for income tax purpo
the Exercised Shares shall be considered transferred to the Optionee on
date the Option is exercised with respect to such Exercised Shares.

3.      Method of Payment.  Payment of the aggregate Exercise Price sha
be by any of the following, or a combination thereof, at the election o
Optionee:

(a)     cash; 

(b)     check; or

(c)     such other consideration as is indicated on the Notice of
                        Grant.

4.  Restrictions on Exercise.  This Option may not be exercised until 
such time as the Plan has been approved by the shareholders of the Comp
or if the issuance of such Shares upon such exercise or the method of 
payment of consideration for such shares would constitute a violation o
applicable federal or state securities or other law or regulation, incl
any rule under Part 207 of Title 12 of the Code of Federal Regulations 
("Regulation G") as promulgated by the Federal Reserve Board.  As a 
condition to the exercise of this Option, the Company may require Optio
to make any representation and warranty to the Company as may be requir
by any applicable law or regulation.

5.  Termination of Relationship.  In the event of termination of 
Optionee's consulting relationship or Continuous Status as an Employee,
Optionee may, to the extent otherwise so entitled at the date of such 
termination (the "Termination Date"), exercise this Option during the T
nation Period set out in the Notice of Grant.  To the extent that Optio
is not entitled to exercise this Option at the date of such termination
if Optionee does not exercise this Option within the time specified her
the Option shall terminate.

6.  Disability of Optionee.  Notwithstanding the provisions of 
Section 5 above, in the event of termination of Optionee's Continuous S
as an Employee as a result of his or her total and permanent disability
defined in Section 22(e)(3) of the Code), Optionee may, but only within
twelve (12) months from the date of termination of employment (but in n
event later than the date of expiration of the term of this Option as s
forth in Section 10 below), exercise the Option to the extent otherwise
entitled at the date of such termination.  To the extent that Optionee 
not entitled to exercise the Option at the date of termination, or if 
Optionee does not exercise such Option (to the extent otherwise so enti
within the time specified herein, the Option shall terminate.

7.  Death of Optionee.  In the event of the death of Optionee, the 
Option may be exercised at any time within twelve (12) months following
date of death (but in no event later than the date of expiration of the
of this Option as set forth in Section 10 below), by Optionee's estate 
by a person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent the Optionee could exercise the Opt
at the date of death.

8.  Non-Transferability of Option.  This Option may not be 
transferred in any manner otherwise than by will or by the laws of desc
or distribution and may be exercised during the lifetime of Optionee on
by him.  The terms of this Option shall be binding upon the executors, 
administrators, heirs, successors and assigns of the Optionee.

9.  Term of Option.  This Option may be exercised only within the 
term set out in the Notice of Grant, and may be exercised during such t
only in accordance with the Plan and the terms of this Option.  The 
limitations set out in Section 7 of the Plan regarding Option terms and
Options granted to more than ten percent (10%) shareholders shall apply
this Option.

10.  Tax Consequences.  Some of the federal and state tax 
consequences relating to this Option, as of the date of this Option, ar
forth below.  THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS 
REGULATIONS ARE SUBJECT TO CHANGE.  THE OPTIONEE SHOULD CONSULT A TAX 
ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

(a)  Exercising the Option.

(i)  Nonqualified Stock Option ("NSO").  If this Option does 
not qualify as an ISO, the Optionee may incur regular federal income ta
state income tax liability upon exercise.  The Optionee will be treated
having received compensation income (taxable at ordinary income tax rat
equal to the excess, if any, of the fair market value of the Exercised 
Shares on the date of exercise over their aggregate Exercise Price.  If
Optionee is an employee, the Company will be required to withhold from 
or her compensation or collect from Optionee and pay to the applicable 
taxing authorities an amount equal to a percentage of this compensation
income at the time of exercise.

(ii)  Incentive Stock Option ("ISO").  If this Option 
qualifies as an ISO, the Optionee will have no regular federal income t
or state income tax liability upon its exercise, although the excess, i
any, of the fair market value of the Exercised Shares on the date of 
exercise over their aggregate Exercise Price will be treated as an adju
ment to the alternative minimum tax for federal tax purposes and may su
the Optionee to alternative minimum tax in the year of exercise.

(b)     Disposition of Shares.

(i)  NSO.  If the Optionee holds NSO Shares for at least one 
year, any gain realized on disposition of the Shares will be treated as
long-term capital gain for federal income tax purposes.


(ii)  ISO.  If the Optionee holds ISO Shares for at least 
one year after exercise and two years after the grant date, any gain 
realized on disposition of the Shares will be treated as long-term capi
gain for federal income tax purposes.  If the Optionee disposes of ISO 
Shares within one year after exercise or two years after the grant date
gain realized on such disposition will be treated as compensation incom
(taxable at ordinary income rates) to the extent of the excess, if any,
the lesser of (A) the difference between the fair market value of the S
acquired on the date of exercise and the aggregate Exercise Price, or 
(B) the difference between the sale price of such Shares and the aggreg
Exercise Price.

(c)  Notice of Disqualifying Disposition of ISO Shares.  If the 
Optionee sells or otherwise disposes of any of the Shares acquired purs
to an ISO on or before the later of (iii) the date two years after the 
date, or (iv) the date one year after the exercise date, the Optionee s
immediately notify the Company in writing of such disposition.  The Opt
agrees that he or she may be subject to income tax withholding by the 
Company on the compensation income recognized from such early dispositi
of ISO Shares by payment in cash or out of the current earnings paid to
Optionee.


        3D/FX INTERACTIVE, INC.
        EMPLOYEE STOCK PLAN


        EXERCISE NOTICE FOR VESTED SHARES

3D/fx Interactive, Inc.

Attention:  Secretary


1.      Exercise of Option.  Effective as of today, ___________, 19__, 
the undersigned ("Optionee") hereby elects to exercise Optionee's optio
purchase _________ shares of the Common Stock (the "Shares") of 3D/FX 
INTERACTIVE, INC. (the "Company") under and pursuant to the Company's 
Employee Stock Plan, as amended (the "Plan"), and the Notice of Grant a
[  ] Incentive [  ] Nonqualified Stock Option Agreement dated ________ 
(together, the "Option").

2.      Representations of Optionee.  Optionee acknowledges that Option
has received, read and understood the Plan and the Option Agreement and
agrees to abide by and be bound by their terms and conditions.  Optione
represents that Optionee is purchasing the Shares for Optionee's own ac
for investment and not with a view to, or for sale in connection with, 
distribution of any of such Shares.

        3.      Rights as Shareholder.  Subject to the terms and condit
this Agreement, Optionee shall have all of the rights of a shareholder 
the Company with respect to the Shares from and after the date that Opt
delivers full payment of the Exercise Price until such time as Optionee
disposes of the Shares.  Upon such disposition, Purchaser shall have no
further rights as a holder of the Shares.

4.      Tax Consultation.  Optionee understands that Optionee may suffe
adverse tax consequences as a result of Optionee's purchase or disposit
of the Shares.  Optionee represents that Optionee has consulted with an
consultants Optionee deems advisable in connection with the purchase or
position of the Shares and that Optionee is not relying on the Company 
any tax advice.


5.      Market Standoff Agreement.  Optionee hereby agrees that if so 
requested by the Company or any representative of the underwriters in 
connection with any registration of the offering of any securities of t
Company under the 1933 Act, Optionee shall not sell or otherwise transf
any Shares or other securities of the Company during the 180-day period
following the effective date of a registration statement of the Company
filed under the 1933 Act; provided, however, that such restriction shal
only apply to the first two registration statements of the Company to b
effective under the 1933 Act which include securities to be sold on beh
of the Company to the public in an underwritten public offering under t
1933 Act.  The Company may impose stop-transfer instructions with respe
to securities subject to the foregoing restrictions until the end of su
180-day period.

6.      Successors and Assigns.  The Company may assign any of its righ
under this Agreement to single or multiple assignees, and this Agreemen
shall inure to the benefit of the successors and assigns of the Company
 Subject to the restrictions on transfer herein set forth, this Agreeme
shall be binding upon Optionee and his or her heirs, executors, 
administrators, successors and assigns.

7.      Interpretation.  Any dispute regarding the interpretation of th
Agreement shall be submitted by Optionee or by the Company forthwith to
Company's Board of Directors or the committee thereof that administers 
Plan, which shall review such dispute at its next regular meeting.  The
resolution of such a dispute by the Board or committee shall be final a
binding on the Company and on Optionee.

8.      Governing Law; Severability.  This Agreement shall be governed 
by and construed in accordance with the laws of the State of California
excluding that body of law pertaining to conflicts of law.  Should any 
provision of this Agreement be determined by a court of law to be illeg
or unenforceable, the other provisions shall nevertheless remain effect
and shall remain enforceable.

9.      Notices.  Any notice required or permitted hereunder shall be 
given in writing and shall be deemed effectively given upon personal 
delivery or upon deposit in the United States mail by certified mail, w
postage and fees prepaid, addressed to the other party at its address a
shown below beneath its signature, or to such other address as such par
may designate in writing from time to time to the other party.

10.     Further Instruments.  The parties agree to execute such further
instruments and to take such further action as may be reasonably necess
to carry out the purposes and intent of this Agreement.

11.     Delivery of Payment.  Optionee herewith delivers to the Company
the full Exercise Price for the Shares.


12.     Entire Agreement.  The Plan and Notice of Grant/Option Agreemen
are incorporated herein by reference.  This Agreement, the Plan and the
Notice of Grant/Option Agreement constitute the entire agreement of the
parties and supersede in their entirety all prior undertakings and 
agreements of the Company and Optionee with respect to the subject matt
hereof, and is governed by California law.


Submitted by:           Accepted by:

PURCHASER:              3D/FX INTERACTIVE, INC..
                a California corporation


_____________________________   By __________________________________
        (Signature)
                Its 
__________________________________

Address _____________________   Address 
______________________________                                  

        3D/FX INTERACTIVE, INC.
        EMPLOYEE STOCK PLAN

        EXERCISE NOTICE FOR UNVESTED SHARES 
AND RESTRICTED STOCK AGREEMENT


3D/FX INTERACTIVE, INC.

Attention:  Secretary

1       Exercise of Option.  Effective as of today, ___________, 19__, 
the undersigned ("Optionee") hereby elects to exercise Optionee's optio
purchase _________ shares of the Common Stock (the "Shares") of 3D/FX 
INTERACTIVE, INC. (the "Company") under and pursuant to the Company's 
Employee Stock Plan, as amended (the "Plan") and the Notice of Grant an
[ ] Incentive [ ] Nonqualified Stock Option Agreement dated __________,
(together, the "Option").  Of these Shares, Optionee has elected to pur
__________ of those Shares which have become vested under the Vesting 
Schedule set out in the Notice of Grant (the "Vested Shares") and _____
Shares which have not yet vested under such schedule (the "Unvested 
Shares").  The Purchase Price for the Shares shall be $_________, as se
in the Notice of Grant, for an aggregate Purchase Price of $_________.

2       Representations of Optionee.  Optionee acknowledges that Option
has received, read and understood the Plan and the Option Agreement and
agrees to abide by and be bound by their terms and conditions.  Optione
represents that Optionee is purchasing the Shares for Optionee's own ac
for investment and not with a view to, or for sale in connection with, 
distribution of any of such Shares.

3       Company's Repurchase Option.  The Company or its assignee(s) 
shall have the option to repurchase all of the Unvested Shares on the t
and conditions set forth in this section (the "Repurchase Option") if t
Optionee should cease to be employed by the Company for any reason or n
reason, including without limitation death, disability, voluntary 
resignation or termination by the Company with or without cause.

(a)  Right of Termination Unaffected.  Nothing in this Agreement 
shall be construed to limit or otherwise affect in any manner whatsoeve
right or power of the Company to terminate Optionee's employment at any
for any reason or no reason, with or without cause.  Optionee shall be 
sidered to be employed by the Company if Optionee is an officer, direct
or full-time employee of the Company or any Parent or Subsidiary of the
Company (as defined in the Plan) or if the Board of Directors determine
that Optionee is rendering substantial services as a part-time employee
consultant or independent contractor to the Company or any Parent or 
Subsidiary of the Company (as defined in the Plan).  In case of any dis
the Board of Directors of the Company shall have discretion to determin
(i) whether Optionee has ceased to be employed by the Company and (ii) 
date on which the employment relationship ceases (the "Termination Date


(b)  Exercise of Repurchase Option.  At any time within sixty 
(60) days after Optionee's Termination Date, the Company or its assigne
may elect to repurchase the Unvested Shares purchased pursuant to the O
Agreement by giving Optionee (or Optionee's personal representative as 
case may be) written notice of exercise of the Repurchase Option.

(i)  Repurchase Price.  The Company or its 
assignee(s) shall have the option to repurchase from Optionee 
all of the Unvested Shares (or from Optionee's personal repre-
sentative as the case may be) at the Exercise Price (as defined 
in the Option Agreement), as such price may be adjusted from 
time to time to reflect any subsequent stock dividend, stock 
split, reverse stock split or recapitalization of the Company 
(the "Repurchase Price").

(ii)  Payment of Repurchase Price.  The Repurchase 
Price shall be payable, at the option of the Company or its 
assignee(s), by check or by cancellation of all or a portion of 
any outstanding indebtedness of Optionee to the Company (or, in 
the case of repurchase by an assignee, to the assignee) or any 
combination thereof.  The Repurchase Price shall be paid 
without interest within 60 days after the Termination Date.

(iii)  Lapse of Repurchase Option.  All Unvested 
Shares held by the Optionee shall be released from the 
Company's Repurchase Option and cease to be Unvested Shares 
according to the Vesting Schedule set out in the Notice of 
Grant.

4       Escrow.  As security for the faithful performance of this 
Agreement, Optionee agrees, immediately upon receipt of the certificate
evidencing the Shares, to deliver such certificate(s), together with a 
power in the form of Attachment 1 attached hereto, executed by Optionee
by Optionee's spouse, if any (with the date and number of Shares left 
blank), to the Secretary of the Company or its designee ("Escrow Holder
who is hereby appointed to hold such certificate(s) and stock power in 
escrow and to take all such actions and to effectuate all such transfer
and/or releases of such Shares as are in accordance with the terms of t
Agreement.  Such appointment shall be evidenced by an executed form of 
Escrow Instructions, attached hereto as Attachment 2.  Optionee and the
Company agree that Escrow Holder shall not be liable to any party to th
Agreement (or to any other party) for any actions or omissions unless E
Holder is grossly negligent relative thereto.  The Escrow Holder may re
upon any letter, notice or other document executed by any signature pur
ported to be genuine and may rely on advice of counsel and obey any ord
of any court with respect to the transactions contemplated herein.  The
Shares shall be released from escrow upon termination of both the Repur
Option and the Right of First Refusal; provided, however, that such rel
shall not affect the rights of the Company with respect to any pledge o
Shares to the Company.


5       Rights as Shareholder.  Subject to the terms and conditions of 
this Agreement, Optionee shall have all of the rights of a shareholder 
the Company with respect to the Shares from and after the date that Opt
delivers full payment of the Exercise Price until such time as Optionee
disposes of the Shares or the Company and/or its assignee(s) exercises 
Repurchase Option or Right of First Refusal hereunder.  Upon such exerc
Optionee shall have no further rights as a holder of the Shares so purc
except the right to receive payment for the Shares so purchased in 
accordance with the provisions of this Agreement, and Optionee shall 
forthwith cause the certificate(s) evidencing the Shares so purchased t
surrendered to the Company for transfer or cancellation.

6       Tax Consequences.

(a)  Tax Consultation.  Optionee understands that Optionee may 
suffer adverse tax consequences as a result of Optionee's purchase or 
disposition of the Shares.  Optionee represents that Optionee has consu
with any tax consultants Optionee deems advisable in connection with th
purchase or disposition of the Shares and that Optionee is not relying 
the Company for any tax advice.

(b)  Section 83(b) Election For Nonqualified Stock Options.  
Optionee hereby acknowledges that Optionee has been informed that, with
respect to the exercise of any nonqualified stock option, unless an ele
is filed by the Optionee with the Internal Revenue Service and, if 
necessary, the proper state taxing authorities, within thirty (30) days
the purchase of the Shares, electing pursuant to Section 83(b) of the 
Internal Revenue Code of 1986, as amended (and similar state tax provis
if applicable) to be taxed currently on any difference between the purc
price of the Shares and their fair market value on the date of purchase
there will be a recognition of taxable income to the Optionee, measured
the excess, if any, of the fair market value of the Shares, at the time
Company's Repurchase Option lapses over the purchase price for such Sha
Optionee represents that Optionee has consulted any tax consultant(s) 
Optionee deems advisable in connection with the purchase of the Shares 
the filing of the Election under Section 83(b) and similar tax provisio
 A form of Election Under Section 83(b) is attached hereto as Attachmen
for reference.  OPTIONEE HEREBY ASSUMES ALL RESPONSIBILITY FOR FILING S
ELECTION AND PAYING ANY TAXES RESULTING FROM SUCH ELECTION OR THE LAPSE
THE REPURCHASE RESTRICTIONS ON THE SHARES.


(c)  Section 83(b) Election For Alternative Minimum Tax for 
Incentive Stock Options.  Optionee hereby acknowledges that Optionee ha
been informed that, with respect to the exercise of any incentive stock
option, unless an election is filed by the Optionee with the Internal 
Revenue Service within thirty (30) days of the purchase of the Shares, 
electing pursuant to Section 83(b) of the Internal Revenue Code of 1986
amended (and similar state tax provisions if applicable) to be taxed 
currently for alternative minimum tax purposes on any difference betwee
purchase price of the Shares and their fair market value on the date of
purchase, the Optionee will be required to include (for alternative min
tax purposes only) an amount equal to the excess, if any, of the fair m
value of the Shares, at the time the Company's Repurchase Option lapses
the purchase price for such Shares. Optionee represents that Optionee h
consulted any tax consultant(s) Optionee deems advisable in connection 
the purchase of the Shares or the filing of the Election for alternativ
minimum tax purposes under Section 83(b) and similar tax provisions.  A
of Election Under Section 83(b) is attached hereto as Attachment 3A for
reference.  OPTIONEE HEREBY ASSUMES ALL RESPONSIBILITY FOR FILING SUCH 
ELECTION AND PAYING ANY TAXES RESULTING FROM SUCH ELECTION OR THE LAPSE
THE REPURCHASE RESTRICTIONS ON THE SHARES.

7       Restrictive Legends and Stop-Transfer Orders.

(a)  Legends.  Optionee understands and agrees that the Company 
shall cause the legends set forth below or legends substantially equiva
thereto, to be placed upon any certificate(s) evidencing ownership of t
Shares together with any other legends that may be required by state or
federal securities laws:

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO 
CERTAIN RIGHTS OF REPURCHASE HELD BY THE ISSUER OR ITS 
ASSIGNEE(S) AS SET FORTH IN THE EXERCISE NOTICE AND RESTRICTED 
STOCK AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF 
THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL 
OFFICE OF THE ISSUER.  SUCH RIGHTS OF REPURCHASE ARE BINDING ON 
TRANSFEREES OF THESE SHARES.

8       Market Standoff Agreement.  Optionee hereby agrees that if so 
requested by the Company or any representative of the underwriters in 
connection with any registration of the offering of any securities of t
Company under the 1933 Act, Optionee shall not sell or otherwise transf
any Shares or other securities of the Company during the one hundred ei
(180) day period following the effective date of a registration stateme
of the Company filed under the 1933 Act; provided, however, that such 
restriction shall only apply to the first two registration statements o
Company to become effective under the 1933 Act which include securities
be sold on behalf of the Company to the public in an underwritten publi
offering under the 1933 Act.  The Company may impose stop-transfer 
instructions with respect to securities subject to the foregoing 
restrictions until the end of such one hundred eighty (180) day period.

9       Successors and Assigns.  The Company may assign any of its righ
under this Agreement to single or multiple assignees, and this Agreemen
shall inure to the benefit of the successors and assigns of the Company
 Subject to the restrictions on transfer herein set forth, this Agreeme
shall be binding upon Optionee and his or her heirs, executors, 
administrators, successors and assigns.


10      Interpretation.  Any dispute regarding the interpretation 
of this Agreement shall be submitted by Optionee or by the Company fort
to the Company's Board of Directors or the committee thereof that 
administers the Plan, which shall review such dispute at its next regul
meeting.  The resolution of such a dispute by the Board or committee sh
be final and binding on the Company and on Optionee.

11      Governing Law; Severability.  This Agreement shall be 
governed by and construed in accordance with the laws of the State of 
California, excluding that body of law pertaining to conflicts of law. 
Should any provision of this Agreement be determined by a court of law 
be illegal or unenforceable, the other provisions shall nevertheless re
effective and shall remain enforceable.

12      Notices.  Any notice required or permitted hereunder shall 
be given in writing and shall be deemed effectively given upon personal
delivery or upon deposit in the United States mail by certified mail, w
postage and fees prepaid, addressed to the other party at its address a
shown below beneath its signature, or to such other address as such par
may designate in writing from time to time to the other party.

13      Further Instruments.  The parties agree to execute such 
further instruments and to take such further action as may be reasonabl
necessary to carry out the purposes and intent of this Agreement.

14      Delivery of Payment.  Optionee herewith delivers to the 
Company the full Exercise Price for the Shares.

15      Entire Agreement.  The Plan and Notice of Grant/Option 
Agreement are incorporated herein by reference.  This Agreement, the Pl
and the Notice of Grant/Option Agreement constitute the entire agreemen
the parties and supersede in their entirety all prior undertakings and 
agreements of the Company and Optionee with respect to the subject matt
hereof, and is governed by California law except for that body of law 
pertaining to conflict of laws.




Submitted by:                   Accepted by:

PURCHASER:                      3D/FX INTERACTIVE, INC.



                        By      
        (Signature)
                        Its     

Address                 Address




        3D/FX INTERACTIVE, INC.
EMPLOYEE STOCK PLAN

        ATTACHMENT 1 TO EXERCISE NOTICE

        STOCK POWER AND ASSIGNMENT SEPARATE FROM CERTIFICATE


FOR VALUE RECEIVED and pursuant to that certain Exercise Notice and 
Restricted Stock Agreement dated as of __________, 19__, the undersigne
hereby sells, assigns and transfers unto 
___________________________________________, _______________ shares of 
Common Stock of 3D/FX INTERACTIVE, INC., a California corporation, stan
in the undersigned's name on the books of said corporation represented 
Certificate No. __________ delivered herewith, and does hereby irrevoca
constitute the Secretary of said corporation as attorney-in-fact, with 
power of substitution, to transfer said stock on the books of said 
corporation.

Dated:  __________, 19__




(Signature)


(Please Print Name)




(Spouse's Signature, if any)


(Please Print Name)

        3D/FX INTERACTIVE, INC.
EMPLOYEE STOCK PLAN

        ATTACHMENT 2 TO EXERCISE NOTICE

        JOINT ESCROW INSTRUCTIONS

        ___________, 199__



Secretary
3D/FX INTERACTIVE, INC.

Dear Sir:

As Escrow Agent for both 3D/FX INTERACTIVE, INC., a California cor-
poration ("Corporation"), and the undersigned purchaser of stock of the
Corporation ("Purchaser"), you are hereby authorized and directed to ho
the documents delivered to you pursuant to the terms of that certain 
Restricted Stock Agreement ("Agreement"), dated as of __________, 19__,
which a copy of these Joint Escrow Instructions is attached, in accorda
with the following instructions:

1       In the event the Corporation and/or any assignee of the 
Corporation (referred to collectively for convenience herein as the 
"Corporation") exercises the Repurchase Option set forth in the Agreeme
the Corporation shall give to Purchaser and you a written notice specif
the number of shares of stock to be purchased, the purchase price, and 
time for a closing hereunder at the principal office of the Corporation
 Purchaser and the Corporation hereby irrevocably authorize and direct 
to close the transaction contemplated by such notice in accordance with
terms of said notice.

2       At the closing, you are directed (a) to date the stock 
assignments necessary for the transfer in question, (b) to fill in the 
number of shares being transferred, and (c) to deliver same, together w
the certificate evidencing the shares of stock to be transferred, to th
Corporation against the simultaneous delivery to you of the purchase pr
(by check or by cancellation of any debt owed by Purchaser to the 
Corporation) for the number of shares of stock being purchased pursuant
the exercise of the Repurchase Option.

3       Purchaser irrevocably authorizes the Corporation to deposit 
with you any certificates evidencing shares of stock to be held by you 
hereunder and any additions and substitutions to said shares as defined
the Agreement.  Purchaser does hereby irrevocably constitute and appoin
as his attorney-in-fact and agent for the term of this escrow to execut
with respect to such securities all documents necessary or appropriate 
make such securities negotiable and to complete any transaction herein 
contemplated.  Subject to the provisions of this paragraph 3, Purchaser
shall exercise all rights and privileges of a stockholder of the Corpor
while the stock is held by you.

4       Upon written request of the Purchaser after each successive 
one-year period from the date of the Agreement, unless the Repurchase O
has been exercised, you will deliver to Purchaser a certificate or 
certificates representing so many shares of stock as are not then subje
to the Repurchase Option.  Ninety days after cessation of Purchaser's 
service to the Company, you will deliver to Purchaser a certificate or 
certificates representing the aggregate number of shares sold and issue
pursuant to the Agreement and not purchased by the Corporation or its 
assignees pursuant to exercise of the Repurchase Option.

Notwithstanding the foregoing, none of the certificates representing 
the shares of stock deposited under these escrow instructions shall be 
released to the Purchaser if the Purchaser's Note given in payment for 
shares has not been paid in full. So long as any Note is outstanding, t
shares shall be held by you as collateral for the obligation under the 
 Subject to the provisions of this paragraph 4, upon payment of the Not
full the certificates representing the shares may be released and deliv
to the Purchaser.  In the event Purchaser defaults in payment of the No
when due, you shall, upon written request of the Corporation, deliver t
certificate evidencing the shares of stock and the stock assignments to
Corporation to enable the Corporation to exercise its rights as a secur
party under the Commercial Code of the State of California.

5       If at the time of termination of this escrow you should have in
your possession any documents, securities, or other property belonging 
Purchaser, you shall deliver all of same to Purchaser and shall be 
discharged of all further obligations hereunder.

6       Your duties hereunder may be altered, amended, modified or 
revoked only by a writing signed by all of the parties hereto.

7       You shall be obligated only for the performance of such duties 
as are specifically set forth herein and may rely and shall be protecte
relying or refraining from acting on any instrument reasonably believed
you to be genuine and to have been signed or presented by the proper pa
or parties.  You shall not be personally liable for any act you may do 
omit to do hereunder as Escrow Agent or as attorney-in-fact for Purchas
while acting in good faith and in the exercise of your own good judgmen
and any act done or omitted by you pursuant to the advice of your own 
attorneys shall be conclusive evidence of such good faith.

8       You are hereby expressly authorized to disregard any and all 
warnings given by any of the parties hereto or by any other person or 
corporation, excepting only orders or process of courts of law, and are
hereby expressly authorized to comply with and obey orders, judgments o
decrees of any court.  In case you obey or comply with any such order, 
judgment or decree, you shall not be liable to any of the parties heret
to any other person, firm or corporation by reason of such compliance, 
notwithstanding any such order, judgment or decree being subsequently 
reversed, modified, annulled, set aside, vacated or found to have been 
entered without jurisdiction.


9       You shall not be liable in any respect on account of the 
identity, authorities or rights of the parties executing or delivering 
purporting to execute or deliver the Agreement or any documents or pape
deposited or called for hereunder.

10      You shall not be liable for the outlawing of any rights 
under the Statute of Limitations with respect to these Joint Escrow 
Instructions or any documents deposited with you.

11      You shall be entitled to employ such legal counsel and 
other experts as you may deem necessary properly to advise you in conne
with your obligations hereunder, may rely upon the advice of such couns
and may pay such counsel reasonable compensation therefor.

12      Your responsibilities as Escrow Agent hereunder shall 
terminate if you shall cease to be Secretary of the Corporation or if y
shall resign by written notice to each party.  In the event of any such
termination, the Corporation shall appoint a successor Escrow Agent.

13      If you reasonably require other or further instruments in 
connection with these Joint Escrow Instructions or obligations in respe
hereto, the necessary parties hereto shall join in furnishing such 
instruments.

14      It is understood and agreed that should any dispute arise 
with respect to the delivery and/or ownership or right of possession of
securities held by you hereunder, you are authorized and directed to re
in your possession without liability to anyone all or any part of said 
securities until such disputes shall have been settled either by mutual
written agreement of the parties concerned or by a final order, decree 
judgment of a court of competent jurisdiction after the time for appeal
expired and no appeal has been perfected, but you shall be under no dut
whatsoever to institute or defend any such proceedings.

15      Any notice required or permitted hereunder shall be given 
in writing and shall be deemed effectively given upon personal delivery
upon deposit in the United States Post Office, by registered or certifi
mail with postage and fees prepaid, addressed to each of the other part
thereunto entitled at the following addresses, or at such other address
as a party may designate by ten (10) days' advance written notice to ea
of the other parties hereto.


CORPORATION:    3D/FX INTERACTIVE, INC.

PURCHASER:      ______________________________
______________________________
______________________________
______________________________

ESCROW AGENT:   Secretary               3D/FX INTERACTIVE, INC.



16      By signing these Joint Escrow Instructions, you become 
a party hereto only for the purpose of said Joint Escrow Instructions; 
you do not become a party to the Agreement.

17      This instrument shall be binding upon and inure to the 
benefit of the parties hereto, and their respective successors and 
permitted assigns.

Very truly yours,

3D/FX INTERACTIVE, INC.,
a California corporation


By      

Title   


PURCHASER




ESCROW AGENT



        Secretary

3D/FX INTERACTIVE, INC.
EMPLOYEE STOCK PLAN

        ATTACHMENT 3 TO EXERCISE NOTICE

        ELECTION UNDER SECTION 83(b) OF
        THE INTERNAL REVENUE CODE OF 1986


The undersigned Taxpayer hereby elects, pursuant to the provisions of 
the federal income tax law noted above, to include in gross income for 
Taxpayer's current taxable year, as compensation for services, the exce
if any, of the fair market value of the property described below at the
of transfer over the amount paid for such property.

1       Taxpayer's Name:                        

Taxpayer's Address:                     
_________________________________________________

Social Security Number:         

2       The property with respect to which the election is made is desc
as follows:  ___________ shares of Common Stock of 3D/FX INTERACTIVE, 
INC., a California corporation (the "Company"), which is Taxpayer's 
employer or the corporation for whom the Taxpayer has performed 
services.

3       The date on which the shares were transferred was ___________, 
and this election is made for calendar year 19__.

4       The shares are subject to the following restrictions:

___     The Company may repurchase all or a portion of the shares at 
the Taxpayer's original purchase price under certain conditions 
at the time of Taxpayer's termination of employment or 
services.

___     A right of first refusal in the Company for vested shares at 
fair market value upon termination of employment with the 
Company.

5       The fair market value of the shares (without regard to  restric
other than restrictions which by their terms will never lapse) was 
$_________ per share at the time of transfer.

6       The amount paid for such shares was $________ per share.

7       The Taxpayer has submitted a copy of this statement to the Comp
the Taxpayer's employer or the corporation for whom the Taxpayer has 
performed services.


THIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE ("IRS") (
THE OFFICE WHERE THE TAXPAYER FILES ANNUAL INCOME TAX RETURNS) WITHIN 3
DAYS AFTER THE DATE OF TRANSFER OF THE PROPERTY, AND MUST ALSO BE FILED
THE TAXPAYER'S INCOME TAX RETURNS FOR THE CALENDAR YEAR ABOVE STATED.  
ELECTION CANNOT BE REVOKED WITHOUT THE CONSENT OF THE IRS.

Dated:  __________, 19__

_________________________________
Taxpayer's Signature



_________________________________
Spouse's Signature (if any)

3D/FX INTERACTIVE, INC.
EMPLOYEE STOCK PLAN

        ATTACHMENT 3A TO EXERCISE NOTICE

        ALTERNATIVE MINIMUM TAX
        ELECTION UNDER SECTION 83(b) OF
        THE INTERNAL REVENUE CODE OF 1986


The undersigned Taxpayer hereby elects, pursuant to the provisions of 
Sections 55-56 and 83(b) of the Internal Revenue Code of 1986. as amend
to include in alternative minimum taxable income for the Taxpayer's cur
taxable year, as compensation for services, the excess, if any, of the 
market value of the property described below at the time of transfer ov
the amount paid for such property.

1       Taxpayer's Name:        

Taxpayer's Address:     


Social Security Number:         

2       The property with respect to which the election is made is desc
as follows:  ___________ shares of Common Stock of 3D/FX INTERACTIVE, 
INC.,  a California corporation (the "Company"), which is Taxpayer's 
employer or the corporation for whom the Taxpayer has performed 
services.

3       The date on which the shares were transferred was ___________, 
and this election is made for calendar year 19__.

4       The shares are subject to the following restrictions:

___     The Company may repurchase all or a portion of the shares at 
the Taxpayer's original purchase price under certain conditions 
at the time of Taxpayer's termination of employment or 
services.

___     A right of first refusal in the Company for vested shares at 
fair market value upon termination of employment with the 
Company.

5       The fair market value of the shares (without regard to  restric
other than restrictions which by their terms will never lapse) was 
$_________ per share at the time of transfer.

6       The amount paid for such shares was $________ per share.


7       The Taxpayer has submitted a copy of this statement to the Comp
the Taxpayer's employer or the corporation for whom the Taxpayer has 
performed services.

THIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE ("IRS") (
THE OFFICE WHERE THE TAXPAYER FILES ANNUAL INCOME TAX RETURNS) WITHIN 3
DAYS AFTER THE DATE OF TRANSFER OF THE PROPERTY, AND MUST ALSO BE FILED
THE TAXPAYER'S INCOME TAX RETURNS FOR THE CALENDAR YEAR ABOVE STATED.  
ELECTION CANNOT BE REVOKED WITHOUT THE CONSENT OF THE IRS.

Dated:  __________, 19__

_________________________________
Taxpayer's Signature



_________________________________
Spouse's Signature (if any)