WARRANT ISSUED TO LELAND STANFORD JUNIOR UNIV.

THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR PURSUANT TO RULE 144 OR AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.





Warrant C-3 WARRANT TO PURCHASE SHARES

OF SERIES C PREFERRED STOCK





Company: 3Dfx Interactive, Inc., a California corporation (the "Company"), and

any corporation that shall succeed to the obligations of the Company

under this Warrant.



Number of Shares: 10,000

----------------------- Class of Stock: Series C Preferred

----------------------- Exercise Price: $3.75

----------------------- Expiration Date: November 30, 2001

----------------------- Date of Grant: November 30, 1996

-----------------------





THIS CERTIFIES THAT, for value received, Leland Stanford Junior University ("Holder") is entitled to purchase 10,000 shares of the Company's Series C Preferred Stock (the "Shares") at $3.75 per share, (as may be further adjusted pursuant to Section 5 hereof), subject to the provisions and upon the terms and conditions set forth herein.



I. Definitions.



As used herein, the following terms, unless the context otherwise requires, shall have the following meanings:



1. "Act" shall mean the Securities Act of 1933, as amended, or any similar federal statute, and the rules and regulations thereunder, as shall be in effect at the time.



2. "Common Stock" shall mean shares of the presently authorized common stock of the Company and any stock into which such common stock may hereafter be exchanged.









3. "Holder" shall mean any person who shall at the time be the holder of this Warrant.



4. "Shares" shall mean the shares of the Series C Preferred Stock or Common Stock that the Holder is entitled to purchase upon exercise of this Warrant, as adjusted pursuant to Section 5 hereof.



5. "Warrant Price" shall mean the Exercise Price at which this Warrant may be exercised, as further adjusted pursuant to Section 5 hereof.



II. Term.



The purchase right represented by this Warrant is exercisable, in whole or in part, at any time on or before the Expiration Date.



III. Method of Exercise; Payment; Issuance of New Warrant.



Subject to Section 2 hereof, the purchase right represented by this Warrant may be exercised by the Holder, in whole or in part, by the surrender of this Warrant (with the notice of exercise form attached hereto as Appendix A duly executed) at the principal office of the Company and by payment to the Company in accordance with the terms set forth below. In the event of any exercise of the purchase right represented by this Section 3, certificates for the Shares so purchased shall be delivered to the Holder within seven (7) days of receipt of such payment and, unless this Warrant has been fully exercised or expired, a new Warrant representing the portion of the Shares, if any, with respect to which this Warrant shall not then have been exercised shall also be issued to the Holder within such seven (7) day period.



The Holder may either (i) exercise all or any portion of the outstanding Warrant by paying to the Company, by cash or check, an amount equal to the aggregate Exercise Price of the Shares then being purchased or (ii) receive Shares equal to the value (as determined below) of this Warrant by surrender of the Warrant at the principal office of the Company together with a notice of such election in which event the Company shall issue to the Holder a number of shares of Stock computed using the following formula:



X = Y (A-B)

-------



Where: X = The number of shares to be issued to the Holder.



Y = The number of shares to be exercised under this Warrant.







A = The fair market value of one Share.



B = The Exercise Price.



As used herein, current fair market value of the Shares shall mean with respect to each Share the average of the closing prices of the Company's Common Stock sold on the principal securities exchange on which the Common Stock may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day the Common Stock is not so listed, the average of the representative bid and asked prices quoted on the NASDAQ System as of 4:00 p.m., New York City time, or, if on any day the Common Stock is not quoted in the NASDAQ System, the average of the highest bid and lowest asked price on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of 10 days consisting of the day as of which the current fair market value of Common Stock is being determined and the nine consecutive trading days prior to such day. If at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the current fair market value of each Share shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for Shares sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors of the Company, unless the Company shall become subject to a merger, acquisition, or other consolidation pursuant to which the Company is not the surviving party, in which case the current fair market value of the Shares shall be deemed to be the value received by the holders of the Shares p ...