NOTE AND WARRANT PURCHASE AGREEMENT



         This Note and Warrant  Purchase  Agreement,  dated as of  December  27,
2002,  (this  "Agreement")  is  entered  into by and  among The 3DO  Company,  a
Delaware corporation, (the "Company"), The 3DO Company, a California corporation
("Subsidiary")  and William M.  Hawkins,  III (the  "Purchaser").  The  parties,
intending to be legally bound, hereby agree as follows:

         1. Definitions.  As used in this Agreement,  the following  capitalized
terms have the following meanings:

          (a) "Notes"  means the First Note,  the Second  Note,  the amended and
     restated Previous Note, and the Subsequent Notes (as defined below).

          (b)  "Security  Agreement"  means the  Amended and  Restated  Security
     Agreement dated as of December 27, 2002 between Company and Investor.

          (c) All capitalized  terms not otherwise defined herein shall have the
     respective meanings given in the Notes or the Security Agreement.

         2. Sale of Notes.

          (a) Loan Commitment  Amount.  During the period  beginning on the date
     hereof and ending on June 30, 2003 (the "Borrowing Period"), the Subsidiary
     will sell to Purchaser  certain Notes for an aggregate  principal amount of
     up to $8,000,000 (the "Loan  Commitment  Amount"),  including the principal
     amount of the Previous  Note,  the First Note and the Second Note described
     below.

          (b) First Note. Upon execution of this Agreement, the Subsidiary shall
     issue a secured  subordinated  promissory  note  substantially  in the form
     attached  hereto as Exhibit A in the principal  amount of  $1,800,000  (the
     "First Note"). The parties  acknowledge that the Purchaser delivered to the
     Subsidiary the purchase price of the First Note on December 9, 2002.

          (c) Second Note.  Upon  execution of this  Agreement,  the  Subsidiary
     shall issue a secured  subordinated  promissory note  substantially  in the
     form  attached  hereto as Exhibit B in the  principal  amount of $1,400,000
     (the "Second Note"). The parties  acknowledge that the Purchaser  delivered
     to the  Subsidiary  the  purchase  price of the Second Note on December 18,
     2002.

          (d) Previous Note. The parties  acknowledge that the Subsidiary issued
     a Secured  Bridge Note (the  "Previous  Note") in the  principal  amount of
     $3,000,000 on October 1, 2002. The Company,  Subsidiary and Purchaser agree
     to amend and restate the  Previous  Note in the form  attached as Exhibit C
     and the Subsidiary shall issue the amended and restated  Previous Note upon
     execution of this  Agreement.  The Subsidiary and Purchaser shall amend and
     restate the Security  Agreement  dated October 1, 2002 by the Subsidiary in
     favor of the  Purchaser  in the form  attached  hereto  as  Exhibit  D. The
     Subsidiary acknowledges that the Subordination

<PAGE>

     Agreement between GE Capital  Commercial  Services,  Inc. and the Purchaser
     dated October 1, 2002 is no longer effective.

          (e) Initial  Closing.  The execution of this Agreement and the closing
     of the purchase and sale of the First Note and Second Note and the issuance
     of the amended and restated Previous Note to the Purchaser  hereunder shall
     be held at the  offices of the  Company on the date and time upon which the
     Company,  Subsidiary  and  Purchaser  sign  this  Agreement  (the  "Initial
     Closing").  At the Initial  Closing,  the  Subsidiary  shall deliver to the
     Purchaser the executed First Note, Second Note and the amended and restated
     Previous  Note,  and the  Purchaser  shall  deliver to the  Subsidiary  the
     Previous Note for cancellation.

          (f) Subsequent Closing(s). During the Borrowing Period, the Subsidiary
     may further issue and sell notes to Purchaser (the  "Subsequent  Closings")
     for additional  draw amounts (each  respectively,  a "Subsequent  Draw Down
     Amount")  not to  exceed  the  Loan  Commitment  Amount  in  the  aggregate
     (including  the  principal  amount  of the First  Note,  Second  Note,  the
     Previous Note and any Subsequent Notes (as defined below)) by giving notice
     thereof to  Purchaser  (each,  a "Notice").  Within five (5) business  days
     after a Notice is received by  Purchaser,  the  Purchaser  will lend to the
     Subsidiary,  and the Subsidiary will borrow from Purchaser, an amount equal
     to such Purchaser's Subsequent Draw Down Amount as set forth in the Notice.
     In  consideration  therefor,  the Company will issue to Purchaser a secured
     promissory  note for a principal  amount equal to such Subsequent Draw Down
     Amount (each, a "Subsequent Note") in the form attached as Exhibit E.

          (g) Delivery.  At each closing of the sale of a Note to the Purchaser,
     the  Subsidiary  will  deliver to the  Purchaser a  Subsequent  Note in the
     principal amount of the Subsequent Draw Down Amount dated as of the date of
     each closing, in exchange for cash, check or forgiveness of indebtedness in
     an amount equal to the principal amount of the Subsequent Note.

         3. Registration  Rights  Agreement.  Simultaneous with the execution of
this  Agreement,  the Company and the Purchaser shall enter into the Amended and
Restated Registration Rights Agreement in substantially the form attached hereto
as Exhibit F.

         4. Warrant.  In consideration of Purchaser's  commitment to purchase up
to the Loan Commitment  Amount of Notes from  Subsidiary,  Company shall issue a
warrant to Purchaser in the form attached hereto as Exhibit G (the "Warrant").

         5.  Representations  and Warranties of Company and Subsidiary.  Company
and Subsidiary represent and warrant to Purchaser as of the date hereof and each
Subsequent Closing that:

          (a)  Due  Incorporation,  Qualification,  etc.  Each  of  Company  and
     Subsidiary (i) is a corporation  duly  organized,  validly  existing and in
     good standing  under the laws of its state of  incorporation;  (ii) has the
     power and authority to own,  lease and operate its  properties and carry on
     its business as now conducted; and (iii) is duly qualified,  licensed to do
     business and in good standing as a foreign corporation in each jurisdiction
     where the  failure to be so  qualified  or  licensed  could  reasonably  be
     expected to have a Material Adverse Effect.

                                      -2-
<PAGE>

         (b) Authority.

              (1)  Corporate   Authorization.   The   execution,   delivery  and
performance  by  Company  and  Subsidiary  of each  Transaction  Document  to be
executed  by Company or  Subsidiary  and the  consummation  of the  transactions
contemplated  thereby  (i) are within the power of Company and  Subsidiary;  and
(ii) have been duly  authorized by all necessary  actions on the part of Company
and  Subsidiary,  except that the approval by the Company's  stockholder  of the
exercise of the Warrant, if applicable, has not been obtained.

              (2) Valid  Issuance.  The Warrant,  and the shares of Common Stock
issued upon  exercise  of the Warrant  (collectively,  the  "Securities"),  when
issued in compliance  with the provisions of this Agreement and the Warrant will
be  validly  issued  and will be free of any  liens or  encumbrances;  provided,
however,  that the Securities may be subject to  restrictions  on transfer under
state and/or federal securities laws as set forth herein, and as may be required
by future changes in such laws.

          (c)  Enforceability.  Each  Transaction  Document  executed,  or to be
     executed,  by Company or Subsidiary has been, or will be, duly executed and
     delivered by Company and Subsidiary and constitutes,  or will constitute, a
     legal, valid and binding obligation of Company and Subsidiary,  enforceable
     against  Company and  Subsidiary  in accordance  with its terms,  except as
     limited by (i) bankruptcy,  insolvency or other laws of general application
     relating to or affecting the enforcement of creditors' rights generally and
     general  principles of equity and (ii) limitations on the enforceability of
     the  indemnification  provisions of the  Registration  Rights  Agreement as
     limited by applicable securities laws.

          (d)  Non-Contravention.  The  execution  and  delivery  by Company and
     Subsidiary of the Transaction  Documents executed by Company and Subsidiary
     and the  performance  and  consummation  of the  transactions  contemplated
     thereby do not and will not (i) violate the  Articles of  Incorporation  or
     Certificate  of  Incorporation,  as  applicable,  or Bylaws of  Company  or
     Subsidiary or any material judgment,  order, writ, decree, statute, rule or
     regulation applicable to Company or Subsidiary;  (ii) violate any provision
     of, or result in the breach or the  acceleration  of, or entitle  any other
     Person to accelerate  (whether  after the giving of notice or lapse of time
     or both),  any  material  mortgage,  indenture,  agreement,  instrument  or
     contract to which Company or Subsidiary is a party or by which it is bound;
     or  (iii)  result  in the  creation  or  imposition  of any  Lien  upon any
     property,  asset or revenue of Company or  Subsidiary  (other than any Lien
     arising under the  Transaction  Documents) or the  suspension,  revocation,
     impairment,  forfeiture,  or  nonrenewal of any material  permit,  license,
     authorization or approval applicable to Company or Subsidiary, its business
     or operations, or any of its assets or properties.

          (e) Approvals.  No consent,  approval,  order or authorization  of, or
     registration,  declaration  or filing with, any  governmental  authority or
     other  Person  (including  the  shareholders  of any Person) is required in
     connection  with the  execution and delivery of the  Transaction  Documents
     executed by Company and Subsidiary and the performance and  consummation of
     the transactions  contemplated  thereby,  except such consents,  approvals,
     orders, authorizations,  registrations, declarations or filings that are so
     required  and which have been


                                      -3-
<PAGE>


     obtained and are in full force and effect,  except that the approval by the
     Company's  stockholder of the exercise of the Warrant,  if applicable,  has
     not been obtained.

          (f) No  Violation or Default.  Neither  Company nor  Subsidiary  is in
     violation   of  or  in  default   with  respect  to  (i)  its  Articles  of
     Incorporation or Certificate of  Incorporation,  as applicable or Bylaws or
     any material judgment,  order, writ,  decree,  statute,  rule or regulation
     applicable to such Company or  Subsidiary;  or (ii) any material  mortgage,
     indenture, agreement, instrument or contract to which Company or Subsidiary
     is a party or by which it is bound  (nor is  there  any  waiver  in  effect
     which,  if not in effect,  would  result in such a violation  or  default),
     where, in each case, such violation or default,  individually,  or together
     with all such violations or defaults,  could reasonably be expected to have
     a Material Adverse Effect.

          (g)  Litigation.  Except as set forth in Item 4(g) of  Schedule  I, no
     actions   (including   derivative   actions),    suits,    proceedings   or
     investigations  are pending  or, to the  knowledge  of Company,  threatened
     against  Company or  Subsidiary  at law or in equity in any court or before
     any other  governmental  authority which (i) if adversely  determined could
     reasonably  be  expected  to (alone or in the  aggregate)  have a  Material
     Adverse Effect; or (ii) seeks to enjoin, either directly or indirectly, the
     execution,  delivery  or  performance  by  Company  or  Subsidiary  of  the
     Transaction Documents or any of the transactions contemplated thereby.

          (h)  Accuracy  of  Information  Furnished.  None  of  the  Transaction
     Documents and none of the other  certificates,  statements  or  information
     furnished  to  Purchaser  by or on  behalf  of  Company  or  Subsidiary  in
     connection with the Transaction Documents or the transactions  contemplated
     thereby contains or will contain any untrue statement of a material fact or
     omits  or will  omit  to  state  a  material  fact  necessary  to make  the
     statements  therein,  in light of the  circumstances  under which they were
     made, not misleading.

          (i)  Government  Consent,   Etc.  No  consent,   approval,   order  or
     authorization of, or designation, registration, declaration or filing with,
     any federal,  state, local or other  governmental  authority on the part of
     Company or Subsidiary is required in  connection  with the valid  execution
     and delivery of this Agreement,  the Notes, the Warrant or the offer,  sale
     or  issuance  of the  Securities,  other  than,  if  required,  filings  or
     qualifications  under the California  Corporate  Securities Law of 1968, as
     amended (the  "California  Law"), or other  applicable blue sky laws, which
     filings or qualifications, if required, will be timely filed or obtained by
     Company.

         6.  Representations and Warranties by Purchaser.  Purchaser  represents
and warrants to Company and Subsidiary as of the Closing Date as follows:

          (a)  Investment  Intent:   Authority.  This  Agreement  is  made  with
     Purchaser  in  reliance  upon  Purchaser's  representation  to Company  and
     Subsidiary,  evidenced by  Purchaser's  execution of this  Agreement,  that
     Purchaser is acquiring the Securities for  investment for  Purchaser's  own
     account, not as nominee or agent, for investment and not with a view to, or
     for resale in connection  with, any distribution or public offering thereof
     within  the  meaning  of the  Securities  Act of  1933,  as  amended,  (the
     "Securities  Act") or the  California  Law.  Purchaser  has the full right,
     power,  authority and capacity to enter into and perform this


                                      -4-
<PAGE>

     Agreement and the Agreement will constitute a valid and binding  obligation
     upon  Purchaser,   except  as  the  same  may  be  limited  by  bankruptcy,
     insolvency, moratorium, and other laws of general application affecting the
     enforcement of creditors' rights.

          (b) Securities Not Registered.  Purchaser understands and acknowledges
     that the offering of the Securities  pursuant to this Agreement will not be
     registered  under the Securities Act or qualified  under the California Law
     on the grounds  that the offering and sale of  securities  contemplated  by
     this  Agreement are exempt from  registration  under the Securities Act and
     exempt from  qualification  pursuant to section  25102(f) of the California
     Law, and that Company's  reliance upon such  exemptions is predicated  upon
     Purchaser's   representations  set  forth  in  this  Agreement.   Purchaser
     acknowledges   and  understands  that  resale  of  the  Securities  may  be
     restricted  indefinitely unless the Securities are subsequently  registered
     under the  Securities  Act and  qualified  under the  California  Law or an
     exemption  from such  registration  and such  qualification  is  available.
     Purchaser  acknowledges  that Company is under no  obligation to effect any
     registration  with respect to the  Securities or to file for or comply with
     any exemption from registration, except as provided in Section 3.

          (c) Transfer  Restrictions.  Purchaser covenants that in no event will
     it sell,  transfer or otherwise dispose of any of the Securities other than
     in conjunction with an effective  registration statement for the Securities
     under the  Securities  Act or pursuant  to an  exemption  therefrom,  or in
     compliance  with  Rule 144  promulgated  under the  Securities  Act or to a
     person  related to or an entity  affiliated  with said  Purchaser and other
     than in compliance  with the applicable  securities  regulation laws of any
     state.

          (d) Knowledge  and  Experience.  Purchaser (i) has such  knowledge and
     experience in financial and business matters as to be capable of evaluating
     the  merits  and  risks  of  Purchaser's   prospective  investment  in  the
     Securities;  (ii) has the ability to bear the economic risks of Purchaser's
     prospective  investment;  (iii) has had all questions which have been asked
     by  Purchaser  satisfactorily  answered by  Company;  and (iv) has not been
     offered the  Securities by any form of  advertisement,  article,  notice or
     other communication published in any newspaper,  magazine, or similar media
     or broadcast  over  television  or radio,  or any seminar or meeting  whose
     attendees  have been invited by any such media.  Purchaser  represents  and
     warrants that he is an "accredited investor" within the meaning of Rule 501
     of Regulation D of the Securities Act.

         7.  Legends.   Company  will  place  the  following   legends  on  each
certificate representing Securities:

          THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
          1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS,
          AND MAY NOT BE SOLD,  OFFERED FOR SALE OR TRANSFERRED UNLESS SUCH SALE
          OR TRANSFER IS IN ACCORDANCE  WITH THE  REGISTRATION  REQUIREMENTS  OF
          SUCH ACT AND  APPLICABLE  LAWS OR AN EXEMPTION  FROM THE  REGISTRATION
          REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS IS AVAILABLE WITH RESPECT
          THERETO.


                                      -5-
<PAGE>

         8. Miscellaneous.

          (a) Waivers and  Amendments.  Any  provision of this  Agreement may be
     amended, waived or modified upon the written consent of Company, Subsidiary
     and Purchaser.

          (b) Governing Law. This Agreement,  the Notes, the Warrant,  the other
     Transaction  Documents,  and all actions  arising  out of or in  connection
     herewith or therewith shall be governed by and construed in accordance with
     the laws of the State of California, without regard to the conflicts of law
     provisions of the State of California or of any other state.  Any action or
     proceeding  relating in any way to this Agreement or the other  Transaction
     Documents  may be  brought  and  enforced  in the  courts  of the  State of
     California or of the United States for the Northern District of California.

          (c)  Entire  Agreement.  This  Agreement  together  with the  exhibits
     attached hereto constitute the full and entire  understanding and agreement
     between the parties with regard to the subjects hereof and thereof.

          (d)  Survival.   The   representations,   warranties,   covenants  and
     agreements  made herein shall  survive the  execution  and delivery of this
     Agreement.

          (e)  Expenses.  Company  shall pay on demand all  reasonable  fees and
     expenses  incurred  by  Purchaser,  including  reasonable  legal  fees  and
     expenses in connection with the preparation, execution and delivery of this
     Agreement and the other Transaction Documents.

          (f) Notices, etc. Any notice,  request or other communication required
     or permitted hereunder shall be in writing and shall be deemed to have been
     duly given (i) upon receipt if  personally  delivered,  (ii) three (3) days
     after being mailed by registered or certified  mail,  postage  prepaid,  or
     (iii)  one day after  being  sent by  recognized  overnight  courier  or by
     facsimile,  if to Purchaser,  at c/o Company at 200 Cardinal  Way,  Redwood
     City,  California  94063,  or at such other  address or number as Purchaser
     shall have furnished to Company in writing, or if to Company or Subsidiary,
     at 200  Cardinal  Way,  Redwood  City,  California  94063 or at such  other
     address or number as Company shall have furnished to Purchaser in writing.

          (g)  Validity.  If any provision of this  Agreement,  the Notes or the
     Warrant  shall  be  judicially   determined  to  be  invalid,   illegal  or
     unenforceable,  the validity,  legality and enforceability of the remaining
     provisions shall not in any way be affected or impaired thereby.

          (h)  Counterparts.  This  Agreement  may be  executed in any number of
     counterparts, each of which shall be an original, but all of which together
     shall be deemed to constitute one instrument.

          (i) Assignment. The terms and conditions of this Agreement shall inure
     to the benefit of and be binding upon the respective successors and assigns
     of the parties. Nothing in this Agreement,  express or implied, is intended
     to confer upon any party other than the parties hereto or their  respective
     successors and assigns any rights,  remedies,  obligations,  or liabilities
     under or by reason of this Agreement,  except as expressly provided in this
     Agreement.


                                      -6-
<PAGE>

         9.  Additional  Assurances.  Investor agrees to negotiate in good faith
with Company and Subsidiary with respect to additional  financial  assistance to
Company and  Subsidiary  on terms to be  discussed  among the  parties  that the
parties  currently  contemplate  may provide up to an  additional  $2,000,000 of
financial assistance to Company and Subsidiary.

10. Future Financing.

          (a)  Participation  in  Qualified  Financing.  In  the  event  Company
     consummates or proposes to  consummate,  prior to March 31, 2003, an equity
     or debt financing (a "Qualified Financing"), then the Subsidiary shall have
     the option of causing Purchaser to purchase (solely through cancellation of
     principal  and  accrued  interest  under the Notes) up to an  aggregate  of
     $3,000,000 of securities issued in the Qualified  Financing (the "Financing
     Securities") at the same price and on the same terms as the other investors
     in the Qualified  Financing,  or, if there are no other investors,  at such
     price and on such terms as are acceptable to Purchaser and  Subsidiary.  In
     conjunction  with such  purchase,  the  Purchaser  shall become a party and
     shall  execute all related  Qualified  Financing  documentation.  Purchaser
     agrees  that  any  subsequent  holder  of the  Notes  shall be bound by the
     provisions of this Section 10 .

          (b) Procedures.  If Notes are to be cancelled pursuant to this Section
     10,  written  notice  shall be  delivered  to Purchaser at the address last
     shown on the records of  Subsidiary  for Purchaser or given by Purchaser to
     Subsidiary  for the purpose of notice or, if no such address  appears or is
     given, at the place where the principal  executive  office of Subsidiary is
     located,  notifying Purchaser of the Qualified Financing,  the terms of the
     Qualified  Financing,  the principal amount and interest of the Notes to be
     cancelled,  the date on which such  cancellation  is  expected to occur and
     calling upon Purchaser to surrender to Subsidiary, in the manner and at the
     place designated, the Notes. Upon such cancellation of the Notes, Purchaser
     shall  surrender the Notes,  duly  endorsed,  at the office of  Subsidiary.
     Subsidiary  shall,  or  shall  cause  Company  to,  as soon as  practicable
     thereafter,  issue and deliver at such office to Purchaser a certificate or
     certificates  for the  Financing  Securities  to which  Purchaser  shall be
     entitled  (bearing such legends as are required by the Qualified  Financing
     documentation  and  applicable  state and  federal  securities  laws in the
     opinion of counsel to Subsidiary),  together with replacement Notes (if any
     principal  amount and  accrued  interest  is not  cancelled)  and any other
     securities  and property to which  Purchaser is entitled under the terms of
     the Notes,  including a check  payable to  Purchaser  for any cash  amounts
     payable as described in Section  10(c),  if  applicable.  The  cancellation
     shall be  deemed  to have  been  made  immediately  prior  to the  close of
     business  on the date of the  surrender  of the  Notes,  and the  Person or
     Persons  entitled to receive the Financing  Securities upon such conversion
     shall be treated for all  purposes as the record  investor or  investors of
     such Financing Securities as of such date.

          (c) Fractional Shares; Interest; Effect. No fractional shares shall be
     issued upon  cancellation  of the Notes  pursuant to Section 10. In lieu of
     Company issuing any fractional shares of Financing  Securities to Purchaser
     upon cancellation of the Notes,  Subsidiary shall pay to Purchaser the cash
     value of the  fraction  of a share  not  issued  pursuant  to the  previous
     sentence, if a replacement Note is not issued pursuant to Section 10(b). In
     addition,  Subsidiary  shall pay to Purchaser  any interest  accrued on the
     amount cancelled and on the amount to be paid to Subsidiary pursuant to the
     previous sentence, if accrued interest is not cancelled.


                                      -7-
<PAGE>


     Upon  cancellation  of the  Notes in full and the  payment  of the  amounts
     specified in this Section 10(c),  Subsidiary shall be forever released from
     all its obligations and liabilities under the Notes.

          (d)  Limitation  on Qualified  Financing.  Company shall not issue any
     Financing  Securities  pursuant to this  Section 10 if the issuance of such
     Financing  Securities  would  cause the  Company to exceed  that  number of
     shares of Common Stock or  securities  convertible  into Common Stock which
     Company  may issue  upon  cancellation  of the Notes (the  "Exchange  Cap")
     without breaching Company's obligations, if applicable,  under the rules or
     regulations  of the Nasdaq  National  Market,  except that such  limitation
     shall not apply in the event that  Company (a) obtains the  approval of its
     stockholders  as required by the Nasdaq  National  Market (or any successor
     rule or regulation) for issuances of Common Stock in excess of such amount,
     (b) obtains a written  opinion from outside  counsel to the Subsidiary that
     such  approval  is  not   required,   which  opinion  shall  be  reasonably
     satisfactory to the holder of the Note, or (c) adequate  provisions similar
     to those contained in this section are contained in the Qualified Financing
     documentation.


                                      -8-
<PAGE>






         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered by their proper and duly authorized officers as of the
date and year first written above.

                                 COMPANY:

                                 THE 3DO COMPANY
                                 a Delaware corporation


                                 By:    /s/ James A. Cook
                                      ------------------------------------------

                                 Name:   James A. Cook
                                       -----------------------------------------

                                 Title:    Secretary
                                        ----------------------------------------



                                 SUBSIDIARY:

                                 THE 3DO COMPANY
                                 a California corporation


                                 By:    /s/ James A. Cook
                                      ------------------------------------------

                                 Name:   James A. Cook
                                       -----------------------------------------

                                 Title:    Executive Vice President
                                        ----------------------------------------


The 3DO Company
Signature Page to the
Note and Warrant Purchase Agreement


                                      -9-
<PAGE>


                                    PURCHASER:

                                    William M. Hawkins, III



                                    /s/ William M. Hawkins, III
                                    -------------------------------------------


Trip Hawkins
Signature Page to the
Note and Warrant Purchase Agreement


                                      -10-
<PAGE>

                                    EXHIBIT A

                                   FIRST NOTE





<PAGE>

                                    EXHIBIT B

                                   SECOND NOTE







<PAGE>
                                    EXHIBIT C

                              AMENDED AND RESTATED
                                  PREVIOUS NOTE






<PAGE>

                                    EXHIBIT D

                              AMENDED AND RESTATED
                               SECURITY AGREEMENT



<PAGE>

                                    EXHIBIT E

                             FORM OF SUBSEQUENT NOTE




<PAGE>

                                    EXHIBIT F

                              AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT




<PAGE>

                                    EXHIBIT G

                                     WARRANT