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                                                                   EXHIBIT 10.38

                        AMERICAN ARBITRATION ASSOCIATION

                                  DALLAS, TEXAS

WILLIAM E. OGLE,                     )
                                     )
   CLAIMANT,                         )
                                     )
V.                                   )      ARBITRATION NO.  71 160 00207 00
                                     )
3Dfx INTERACTIVE, INC. AND           )
STB SYSTEMS, INC.                    )
                                     )
   RESPONDENT.                       )


                     SETTLEMENT AGREEMENT AND MUTUAL RELEASE

        This Settlement Agreement is entered into by and between William E. Ogle
("Ogle") on the one hand, and 3dfx Interactive, Inc. and STB Systems, Inc.
(collectively, "3dfx") on the other hand.

                                   ARTICLE I.

        DEFINITIONS: As used in the Settlement Agreement, the following terms
shall have the definition indicated throughout.

        1.1     "Agreement" shall mean this Settlement Agreement.

        1.2     "3dfx" shall mean Respondents 3dfx Interactive, Inc. and STB
                Systems, Inc., together with any of their parents, subsidiaries,
                affiliates, and all of their officers, directors, agents,
                representatives, employees, and/or attorneys.

        1.3     "Ogle" shall mean William E. Ogle, together with any of his
                agents, representatives, employees, and/or attorneys.

        1.4     "Party" or "Parties" shall mean "3dfx" and "Ogle" as those terms
                are herein defined.

        1.5     "Transaction in Question" shall mean all of the underlying
                facts: events, transactions, facts, agreements, and disputes
                referenced in or pertaining to the arbitration styled WILLIAM E.
                OGLE V. 3Dfx INTERACTIVE, INC. AND STB SYSTEMS, INC.;
                Arbitration No. 71 160 00207 00; before the American Arbitration
                Association, including all claims and counterclaims arising out
                of any



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                employment agreements or amendments between the Parties,
                representations made by any Party, any claims for stock options,
                profit sharing incentive compensation, commissions, any claims
                arising out of Ogle's relationship with 3dfx, including his
                employment and departure from 3dfx, and including Ogle's claims
                for libel, slander, and defamation, regardless of whether such
                claims are pending in or subject to this arbitration.

        1.6     "Closing Date" is the date this Agreement is signed by the
                Parties and an executed original counterpart of this Agreement
                is delivered to Stewart H. Thomas and Brenda Collier.

                                   ARTICLE II.

RECITALS AND PURPOSES

        2.1     Bona fide disputes and controversies exist between the Parties
                both as to liability and the amount of damages thereof, if any,
                by reason of such disputes and controversies, and the Parties
                desire to compromise and settle all claims and causes of action
                hereto of any kind whatsoever, which the Parties had, now have,
                or may have in the future, arising, out of any part of the
                Transaction in Question and intend that the full terms and
                conditions of the compromise and settlement be set forth in this
                Agreement.

                                  ARTICLE III.

        Upon execution of this Agreement, and in consideration of the Mutual
Promises contained herein, the Recitals contained herein, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, Parties
agree to the following:

        3.1     DISPOSITION OF LITIGATION: Upon the execution of this Agreement
                and Mutual Release, 3dfx and Ogle agree to enter into an Agreed
                Order of Dismissal with Prejudice (Exhibit A) in WILLIAM OGLE V.
                3Dfx INTERACTIVE, INC. AND STB SYSTEMS, INC.; Arbitration No. 71
                160 00207 00; before the American Arbitration Association
                ("AAA").

        3.2     3Dfx'S CONSIDERATION: In consideration for signing and abiding
                by this Agreement and for dismissing the pending lawsuit, 3dfx
                shall tender to Ogle the following:

                (a)     Three hundred thousand dollars ($300,000) as payment of
                        his Parachute Payment as that term is defined in the
                        Employment Agreement as Amended payable as 3dfx's entire
                        fee simple interest in that certain condominium and
                        personal property therein known as Unit 611, located at
                        the Texas Motor Speedway, free and clear of all liens
                        and encumbrances, together with all rights and
                        privileges associated with ownership of said



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                        condominium. Pursuant to this transfer, 3dfx will
                        execute a General Warranty Deed transferring the
                        condominium and all personal property therein to William
                        E. Ogle, and pay to William E. Ogle a sum equal to all
                        unpaid taxes and assessments accrued or accruing for the
                        year 2000, pro-rated through November 29, 2000. The
                        Parties agree to a fair market valuation of three
                        hundred thousand dollars ($300,000) for the condominium
                        and all personal property located therein. A copy of
                        said General Warranty Deed shall be attached to this
                        Settlement Agreement as Exhibit B and incorporated
                        herein, and all personal property found in that certain
                        condominium known as Unit 611, located at the Texas
                        Motor Speedway, listed on Exhibit C

                (b)     An assignment of fifty percent (50%) of all future
                        principal and interest payments payable by Enseo, Inc.
                        beginning February 2001 (the "Assignment") under that
                        certain promissory note executed by Enseo, Inc.
                        ("Enseo") owed to 3dfx in the principal amount of
                        $3,000,000 dated March 1, 2000 (the "Note") and the
                        security agreement entered into as collateral for such
                        Note, as payment for any remaining claims made by Ogle
                        against 3dfx in the Arbitration or otherwise released
                        pursuant to this Agreement. A copy of such assignment of
                        the payments due under the Note and security interest is
                        attached here to as Exhibit D. Such assignment is
                        without recourse against 3dfx for collection of those
                        amounts from Enseo unless such payment(s) are actually
                        received by 3dfx, in which case 3dfx shall hold Ogle's
                        share of such payment(s) in trust for Ogle and forward
                        them to Ogle within five business days of receipt from
                        Enseo. 3dfx agrees to instruct Enseo to pay directly to
                        Ogle the entire principal and interest from Enseo's
                        payments of the next three (3) Note payments, namely,
                        the principal and interest payments made in February
                        2001, May 2001, and August, 2001 and forty-three and
                        65/100 percent (43.65%) of all such future payments made
                        by Enseo under the Note. Such letter of instruction is
                        attached hereto as Exhibit E with a payment schedule
                        outlining the percentages and amounts to be paid
                        attached thereto. It is expressly agreed and understood
                        among the Parties that, in the event Enseo defaults on
                        any or all of its Note payments, Ogle shall have no
                        recourse against 3dfx, and any default by Enseo does not
                        constitute a breach of this Agreement. In the event of a
                        default by Enseo, under the Note, however, both 3dfx and
                        Ogle retain a right to sue Enseo on the Note and to
                        foreclose the security interest to the extent of their
                        fifty percent (50%) interest in Enseo's obligations
                        under the Note.

                (c)     As additional consideration, 3dfx hereby releases Ogle
                        from all obligations under the Employment Agreement as
                        Amended.

                (d)     As additional consideration, 3dfx hereby agrees that any
                        Indemnification Agreement executed between Ogle and 3dfx
                        or STB will remain in full force and effect as relates
                        to claims asserted against Ogle as an officer or
                        director of 3dfx or STB for acts taking place prior to
                        Ogle's resignation.



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        3.3     OGLE'S CONSIDERATION: In consideration for signing and abiding
                by this Agreement and for dismissing the pending lawsuit, Ogle
                makes the following promises and representations to 3dfx:

                a.      Ogle agrees to sign and abide by the Agreed Order of
                        Dismissal to be filed with the AAA.

                b.      Ogle acknowledges and agrees that he has the right to
                        discuss all aspects of this Agreement with a private
                        attorney, has been encouraged to do so by 3dfx, and has
                        done so to the extent he desires. Further, Ogle
                        understands that he has twenty-one (21) days to sign
                        this Agreement after receipt of it in order to consider
                        all of its terms fully. This Agreement may be revoked by
                        Ogle only by delivering a written Notice of Revocation
                        to 3dfx's attorney, Stewart H. Thomas, Beckham & Thomas,
                        2626 Cole Ave.; Suite 950, Dallas Texas 75204 before
                        5:00 p.m. on Wednesday, December 6, 2000, and this
                        Agreement shall not become effective or enforceable
                        until the revocation period has expired. If Ogle does
                        not agree with and sign this Agreement within twenty-one
                        (21) days of receipt of this Agreement, this Agreement
                        is automatically withdrawn and is null and void.

        3.4     COVENANT NOT TO SUE: Upon the execution of this Agreement and
                Mutual Release, the Parties agree not to sue one another over
                any matter relating to or arising out of any part of the
                Transaction in Question.

        3.5     ATTORNEY'S FEES AND COSTS: The Parties shall bear his or its own
                costs and attorneys fees.

        3.6     RELEASES: The Parties execute the following Releases except as
                to their obligations set forth in this Agreement:

                (a)     3dfx forever releases, discharges, acquits, and
                        relinquishes Ogle, together with his agents,
                        representatives, employees, assigns, successors,
                        trustees, administrators, attorneys, and legal
                        representatives, of and from any and all claims,
                        demands, suits, damages, actions, causes of action, of
                        any kind or nature whatsoever, both at law and in
                        equity, whether heretofore or hereafter accruing,
                        whether now known or not known, whether foreseen or
                        unforeseen, for or because of any matter or thing done,
                        omitted, or suffered to be done by any of the Parties,
                        prior to and including the date hereof, including all
                        claims in any way directly or indirectly arising out of
                        the actions made the basis of Arbitration referenced in
                        paragraph 1.5 above, or any part of the Transaction in
                        Question, including claims for breach of Ogle's
                        Employment Agreement or its Amendment, fraud, fraud in
                        the inducement (both of the Ogle Employment Agreement
                        Amendment and of the merger between STB Systems, Inc.
                        and 3dfx Interactive, Inc.), or any other
                        representations made by Ogle, 3dfx, or STB, or any of
                        their agents, attorneys and affiliates at any time, and
                        attorneys fees.



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                (b)     Ogle forever releases, discharges, acquits, and
                        relinquishes 3dfx, together with their parents,
                        subsidiaries, affiliates, and all of their agents,
                        representatives, officers, directors, employees,
                        assigns, successors, trustees, administrators,
                        attorneys, and legal representatives, of and from any
                        and all claims, demands, suits, damages, actions, causes
                        of action, of any kind or nature whatsoever, both at law
                        and in equity, whether heretofore or hereafter accruing,
                        whether now known or not known, whether foreseen or
                        unforeseen, for or because of any matter or thing done,
                        omitted, or suffered to be done by any of the Parties,
                        prior to and including the date hereof, including all
                        claims in any way directly or indirectly arising out of
                        the actions made the basis of the Arbitration referenced
                        in paragraph 1.5 above, or any part of the Transaction
                        in Question, including claims for breach of Ogle's
                        Employment Agreement or its Amendment, fraud, fraud in
                        the inducement (both of the Ogle Employment Agreement
                        Amendment and of the merger between STB Systems, Inc.
                        and 3dfx Interactive, Inc.), libel, slander, defamation,
                        or any other representations made by Ogle or 3dfx, or
                        any of their agents, attorneys and affiliates at any
                        time, and any claim for attorneys fees.

                (c)     In consideration of the above agreements,
                        understandings, arrangements, and obligations made by
                        each of the Parties, including but not limited to those
                        set forth in paragraphs 3.2 and 3.3, both Parties
                        voluntarily and knowingly waive, release, and discharge
                        each other, their predecessors, successors, affiliates,
                        employees, officers, directors, shareholders, partners,
                        assigns, employee retirement, health and welfare benefit
                        plans and the fiduciaries thereof, and agents from all
                        claims, liabilities, demands, and causes of action,
                        known or unknown, fixed or contingent, which each may
                        have against the other or may have or claim to have
                        against any of them as a result of Ogle's employment
                        and/or separation from employment (excluding breach of
                        this Agreement), as well as all claims or causes of
                        action of any kind arising out of Ogle's employment
                        agreements with 3dfx or STB. Ogle and 3dfx and STB agree
                        not to file any future action to assert such claims.
                        This includes, but is not limited to:

                        (i)     claims concerning Ogle's employment with 3dfx
                                and/or separation therefrom;

                        (ii)    claims arising, under federal, state, or local
                                laws prohibiting discrimination such as, without
                                limitation, the Civil Rights Acts of 1964 and
                                1991, the Age Discrimination in Employment Act
                                of 1967 (for all claims arising through the date
                                you sign this Agreement), the Americans with
                                Disabilities Act, the Equal Pay Act, the Texas
                                Commission on Human Rights Act, and the Family
                                and Medical Leave Act;

                        (iii)   claims for breach of contract, excluding breach
                                of this Agreement by 3dfx, quasi-contract, or
                                wrongful or constructive discharge;



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                        (iv)    claims for personal injury, harm, or damages
                                (whether intentional or unintentional),
                                including but not limited to, libel, slander,
                                assault, battery, invasion of privacy, negligent
                                or intentional infliction of emotional distress,
                                or interference with business opportunity or
                                with contracts;

                        (v)     claims arising out of any legal restrictions on
                                3dfx's right to terminate its employees;

                        (vi)    claims arising under the Employee Retirement
                                Income Security Act:

                        (vii)   for salary, vacation pay, sick pay, bonus,
                                profit sharing, incentive compensation, stock
                                options, severance pay, future pay, compensation
                                of any kind, retirement, health insurance,
                                long-term disability, AD&D, life insurance, or
                                any other employee benefit; or

                        (viii)  claims arising out of any exercise and/or sale
                                of any incentive stock options or stock in 3dfx.

        3.7     SURVIVABILITY: It is understood and agreed that this Agreement
                shall be binding upon and inure to the benefit of all the
                Parties and their respective heirs, spouses, representatives,
                successors, and assigns in each and all capacities of each
                Party.

        3.8     OTHER DOCUMENTATION: Each of the Parties agrees promptly to
                execute, acknowledge and deliver all further documents and
                instruments that may be necessary to consummate this Agreement
                and to execute, acknowledge, attest, and deliver all additional
                documents, instruments, consents and approvals necessary or
                advisable to fully evidence and perfect each Parties rights and
                obligation described in paragraphs 3.1 to 3.6 of this Agreement.

        3.9     ENTIRE AGREEMENT: It is understood and agreed that this
                Agreement contains the entire agreement between the Parties and
                supersedes any and all prior agreements or undertakings between
                the Parties relating to the subject matter of this Agreement or
                relating in any way to the Transaction in Question. No oral
                understandings, statements, promises or inducements that tend to
                alter or are contrary to the terms of this Agreement exist. This
                Agreement cannot be changed orally. Any changes or amendments
                must be signed by all Parties affected by the amendment.

        3.10    NO ADMISSION OF LIABILITY: It is understood and agreed that this
                a compromise of disputed claims and that nothing contained
                herein shall be construed as an admission of liability by, or on
                behalf of any Party, any such liability being expressly denied.
                The Parties further recognize that this Agreement has been
                entered into for the release and compromise of any claims which
                might be asserted by any Party and to avoid the expense and
                burden of litigation.



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        3.11    GOVERNING LAW AND VENUE: It is understood and agreed that this
                Agreement shall be governed by, construed, and enforced in
                accordance with the laws of the State of Texas applicable to
                contracts made and to be fully performable therein. Any dispute
                regarding this Agreement shall be filed in Dallas County, Texas.

        3.12    COUNTERPARTS: It is understood and agreed that this Agreement
                may be executed in multiple originals and or counterparts each
                of which shall be deemed an original for all purposes but such
                counterparts together shall constitute one and the same
                instrument.

        3.13    HEADINGS: The headings of this agreement are for purposes of
                reference only and shall not limit or define the meaning of the
                provisions of this Agreement.

        3.14    SEVERABILITY: If any section, paragraphs, sentence, clause or
                phrase contained in this Agreement shall become illegal, null or
                void, or shall be found to be against public policy for any
                reason or shall be held by any Court of competent jurisdiction
                to be illegal, null or void or found to be against public policy
                the remaining sections, paragraphs, sentences, clauses or
                phrases contained in this Agreement shall not be affected
                thereby. In the event Ogle is required to repay or reassign any
                portion of the consideration, or any part of the consideration
                is voided, Ogle retains a claim against 3dfx to the extent of
                the repaid, reassigned, or voided consideration, notwithstanding
                the releases contained in this Agreement or other provisions
                contained in this paragraph.

        3.15    WAIVER: The waiver of any beach of any provision hereunder by
                any Party to this Agreement shall not be deemed to be a waiver
                of any proceeding or subsequent breach hereunder.

        3.16    BINDING CONTRACT: It is expressly agreed and understood that the
                terms of this Agreement are contractual, and not mere recitals
                of the Parties hereto, and the Parties intend to be hereby bound
                by its terms.

        3.17    AUTHORITY: Each Party hereto and each Party's authorized agents
                or representatives, if any, hereby acknowledge and expressly
                warrant and represent for himself or itself and for his or its
                predecessors, successors, assigns, heirs, administrators, and
                legal representatives that he or it:

                (a)     is legally competent and authorized to execute this
                        Agreement;

                (b)     has not assigned, sold, or transferred, either by
                        instrument in writing or otherwise, any right, title,
                        interest or ownership in any asset or thing to be
                        conveyed or released in this Agreement;

                (c)     has read and understands the effect of this Agreement;

                (d)     is represented by independent legal counsel of the
                        Party's choice;



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                (e)     has received all additional information requested prior
                        to executing this Agreement;

                (f)     executes this Agreement of the Party's own free will and
                        accord for the purposes and consideration set forth
                        herein without reliance upon any statement,
                        representation or inducement of any other Party not
                        contained herein;

                (g)     has the full right and authority to enter into this
                        Agreement and to consummate the transfer and assignments
                        contemplated herein;

                (h)     has obtained all consents or waivers from all lending
                        institutions sufficient to transfer the consideration
                        expressed on paragraph 3.2 free and clear of all liens
                        or superior security interests; and

                (i)     is authorized to sign this Agreement on behalf of any of
                        the Parties hereto.

        3.18    RETURN OF DOCUMENTS: The Parties shall return all documents
                marked "Confidential" and produced by the opposing Party or its
                counsel to the offices of the producing Party's counsel for
                disposal within fourteen (14) days from the execution of this
                document, together with a letter certifying its compliance with
                this paragraph and with paragraph 13 of the Stipulation and
                Protective Order dated July 13, 2000.



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IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT on the 29th day of
November 2000.

3Dfx INTERACTIVE, INC.                      STB SYSTEMS, INC.



By /s/ BRYAN F. KEYES                        By /s/ BRYAN F. KEYES
   ---------------------------------------     ---------------------------------
   BRYAN F. KEYES                              BRYAN F. KEYES
   Its Vice President and General Counsel      Its Vice President and General
                                               Counsel



STATE OF TEXAS       )

COUNTY OF DALLAS     )


        BEFORE ME, the undersigned Notary Public, on this day personally
appeared BRYAN F. KEYES, the Vice President and General Counsel of 3dfx
Interactive, Inc., a Texas corporation, and the Vice President and General
Counsel of STB Systems, Inc., a Texas corporation, known to me (or
satisfactorily proven) to be the person and officer who executed the foregoing
instrument, and acknowledged that he executed the same as such officer, for the
purposes therein contained, as the free act and deed of said corporation, by its
authority.

        SUBSCRIBED AND SWORN TO BEFORE ME this 29th day of November 2000.

                                     /s/ MERNA BISHOP
                                     -------------------------------------------
                                     Notary Public in and for the State of Texas
                                     My Commission Expires: 08-10-04
                                                            --------------------



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/s/ WILLIAM E. OGLE
-----------------------------
WILLIAM E. OGLE




STATE OF TEXAS       )

COUNTY OF DALLAS     )


        BEFORE ME, the undersigned Notary Public, on this day personally
appeared WILLIAM E. OGLE, known to me (or satisfactorily proven) to be the
person and officer who executed the foregoing instrument, and acknowledged that
he executed the same for the purposes therein contained, as the free act and
deed.

        SUBSCRIBED AND SWORN TO BEFORE ME this 29th day of November 2000.


                                     /s/ MERNA BISHOP
                                     -------------------------------------------
                                     Notary Public in and for the State of Texas
                                     My Commission Expires: 08-10-04
                                                            --------------------



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                        AMERICAN ARBITRATION ASSOCIATION

                                  DALLAS, TEXAS

WILLIAM E. OGLE,                     )
                                     )
   CLAIMANT,                         )
                                     )
V.                                   )      ARBITRATION NO.  71 160 00207 00
                                     )
3Dfx INTERACTIVE, INC. AND           )
STB SYSTEMS, INC.                    )
                                     )
    RESPONDENT.                      )

                    AGREED ORDER OF DISMISSAL WITH PREJUDICE

        Today, Claimant WILLIAM E. OGLE and Respondents 3Dfx INTERACTIVE, INC.
AND STB SYSTEMS, INC. presented this Agreed Order of Dismissal with Prejudice to
the arbitrator, Mr. George Allen Butler, representing to Mr. Butler that
Claimant and Respondents have compromised and settled all claims and disputes
between and among them., and that, as a result of such settlement, they no
longer desire or require such disputes to be adjudicated in this or any other
forum.

        The arbitrator finds that, in light of such settlement, this case should
be dismissed with prejudice,

        IT IS THEREFORE ORDERED, ADJUDGED AND DECREED that this case, including
all claims or counter-claims asserted herein, or which could have been asserted
herein, are hereby dismissed with prejudice to the refiling of same.

        SO ORDERED this _____ day of _______________________, 2000.



                                       -----------------------------------------
                                       GEORGE ALLEN BUTLER, Arbitrator



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Agreed and Accepted as to Form and Content:




By                                     By
   -------------------------------        --------------------------------------
   Brenda Collier                         Stewart H. Thomas
   Attorney for Claimant                  Attorney for Respondents
   William E. Ogle                        3dfx Interactive, Inc.
                                          and STB Systems, Inc.



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