Indemnity Escrow Agreement Dated July 20, 2000

INDEMNITY ESCROW AGREEMENT


THIS INDEMNITY ESCROW AGREEMENT (the "Agreement") made and entered into as of the 20th day of July, 2000, by and among 3dfx Interactive, Inc., a California corporation ("3dfx"), GigaPixel Corporation, a Delaware corporation ("GigaPixel"), on behalf of its holders of its Common Stock and Preferred Stock and of the Warrant prior to the Effective Time of the Merger (the "Securityholders"), Galapagos Acquisition Corp., a Delaware corporation ("Newco"), the Securityholder Representative named in Section 9 hereof, and U.S. Trust Company, N.A., as escrow agent (the "Agent").


WITNESSETH:


WHEREAS, pursuant to the Agreement and Plan of Reorganization dated as of March 27, 2000 (the "Acquisition Agreement"), by and among 3dfx, Newco and GigaPixel, each of the parties has agreed to effect the Merger;


WHEREAS, the Acquisition Agreement provides, as a condition to the closing of the Merger, that the parties execute and deliver this Agreement whereby a certain portion of the consideration to be payable to the Securityholders following the Merger would be placed in escrow for a period of time.


NOW, THEREFORE, for and in consideration of the mutual representations, warranties, covenants and agreements, and upon the terms, and subject to the conditions hereinafter set forth, the parties hereto do agree as follows:


1. Definitions. Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Acquisition Agreement.


2. Appointment of Agent. 3dfx, Newco, GigaPixel and the Securityholder Representative hereby appoint Agent as escrow agent in accordance with the terms and conditions set forth herein, and the Agent hereby accepts such appointment.


3. Deposit of Shares of 3dfx Common Stock.


(a) At the Closing, 3dfx and Newco shall, in accordance with Section
3.1 of the Acquisition Agreement, deposit with the Agent certificates for
the number of shares of 3dfx Common Stock described on Exhibit A hereto,
with the Agent's interest as escrow agent set forth on the face thereon
(the "Escrowed Shares"), which Escrow Shares shall be held by the Agent in
accordance with Section 4 below.


(b) All taxable dividends with respect to the Escrowed Shares shall be
distributed currently to the Securityholders.


(c) Voting of Escrowed Shares. Until such time as 3dfx shall have
delivered a notice to the Agent as described in the first sentence of
Section 4(a) of this Agreement, the Securityholder Representative shall
have the right to direct the Agent as to the manner of voting of the
Escrowed Shares. Such Securityholder Representative shall use its
reasonable best efforts to vote the Escrowed Shares in accordance with the
directions of the beneficial holders thereof.


4. Disposition of Escrowed Shares.


(a) If the Agent shall receive a written notice from 3dfx at any time
from the date of this Agreement through the date that is three hundred
eighty (380) days from the Closing Date certifying (i) that during the one
(1) year period following the Closing Date 3dfx has suffered 3dfx Losses as
a result of the Company's breach of any of its representations and
warranties or its failure to perform any of its covenants, in each case as
set forth in the Acquisition Agreement, and that, as a result, 3dfx is
entitled to payment hereunder pursuant to Article X of the


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Acquisition Agreement, (ii) the total amount that 3dfx is entitled to be
paid from the Escrowed Shares and the basis of calculation of such amount
(a "Claim") with respect to such 3dfx Losses, (iii) a description of the
asserted Claim and the basis thereof, and (iv) that 3dfx has delivered a
copy of such notice to the Securityholder Representative (as defined and
described in Section 9 hereof) with respect to such Claim, then the Agent
shall promptly (and in any event within ten (10) days following receipt of
such notice from 3dfx) deliver a copy of such notice to the Securityholder
Representative. If the Agent does not, within twenty (20) days after its
delivery of such notice, receive a written objection from the
Securityholder Representative with respect to such Claim, then the Agent
shall promptly deliver to 3dfx a number of Escrowed Shares, the value of
which (based on the closing price of such Escrowed Shares on the Closing
Date) equals the amount that 3dfx shall have specified as its Claim. If the
Agent shall receive a written objection from the Securityholder
Representative within such twenty (20) day period, then a conflict shall be
deemed to have arisen, and the Agent shall, within five (5) days of the
Agent's receipt of the written objection from the Securityholder
Representative, deliver notice of such conflict to the parties hereunder.
Thereafter, the Agent shall be entitled to refrain from taking any action
until the Agent shall be directed otherwise in accordance with Section 4(b)
below.


(b) If a conflict shall have arisen as described in Section 4(a) above,
then upon receipt by the Agent during the term of this Agreement of (i)
joint written instructions signed by 3dfx and the Securityholder
Representative directing payment of all or a portion of the Escrowed
Shares, or (ii) a final, non-appealable judgment or order of a court of
competent jurisdiction directing the payment of an amount of the Escrowed
Shares held hereunder, the Agent shall promptly deliver to the person or
persons specified, out of the escrow created hereunder and in the manner
specified in the applicable instructions, judgment or order, or as
otherwise agreed in writing by 3dfx and the Securityholder Representative,
(A) the number of Escrowed Shares specified therein, or (B) a number of
Escrowed Shares the value of which (based on the closing price of such
Escrowed Shares on the Closing Date) equals the amount specified in such
instructions, judgment or order, and the Agent shall thereupon be relieved
and discharged from any responsibility or obligation with respect to such
amount or amounts of the Escrowed Shares delivered in accordance with this
Agreement.


(c) Unless otherwise notified by a joint instruction signed by 3dfx and
the Securityholder Representative, in the event the escrow created
hereunder is not sooner terminated pursuant to the provisions of Section
4(e) below or extended pursuant to the provisions of this Section 4(c), the
escrow period and the escrow created hereunder shall terminate at the close
of business on the date that is three hundred eighty (380) days from the
Closing Date (the "Escrow Period"). Upon such termination, the Agent shall
release and deliver to the Securityholders the Escrowed Shares remaining in
escrow; provided, however, if 3dfx has filed a Claim with the Agent and the
Securityholder Representative for a 3dfx Loss suffered during the one (1)
year period following the Closing Date prior to such termination, which
Claim has not been resolved in accordance with Section 4(a) or (b) above by
the date of termination, the Agent shall release and pay to the
Securityholders only the number of Escrowed Shares the value of which
(based on the closing price of such Escrowed Shares on the Closing Date)
exceeds the aggregate amount of the outstanding and unresolved Claim(s) of
3dfx. Upon resolving all remaining Claims in accordance with this Section
4, including any distributions to 3dfx (which may be after the period
provided herein, in which case the Escrow Period shall be extended to such
time in which all Claims are resolved), the Agent shall release and pay to
the Securityholders all Escrowed Shares held in escrow hereunder and close
the escrow, whereupon the Escrow Period and the escrow created hereunder
shall be terminated.


(d) Notwithstanding the provisions of Section 4(c) above, at the
conclusion of the Escrow Period, if any Claim has not been resolved in
accordance with the terms hereof, the Agent shall have the right, in its
sole discretion, to deposit with the registry of any state or federal court
located in San Jose, California, the number of Escrowed Shares the value of
which (based on the closing price of such Escrowed Shares on the Closing
Date) equals the aggregate amount of the outstanding and unresolved
Claim(s) of 3dfx. The Agent shall implead 3dfx and the Securityholders in
any action filed with such court.


(e) Unless otherwise notified in a joint instruction signed by 3dfx and
the Securityholder Representative, if the Agent disburses to 3dfx all
Escrowed Shares held in escrow in accordance with the terms of this Section
4 prior to the date that is the one (1) year anniversary of the C ...