EXHIBIT 10.1

                                AMENDMENT TO THE
                    NOTE AND WARRANT PURCHASE AGREEMENT AND
                   THE AMENDED AND RESTATED SECURITY AGREEMENT



         This Amendment (the "Amendment"),  dated as of January 30, 2003, to the
Note  and  Warrant  Purchase  Agreement,  dated as of  December  27,  2002  (the
"Agreement"),  and the  Amended and  Restated  Security  Agreement,  dated as of
December 27, 2002 (the  "Security  Agreement")  by and among the same parties to
this  Amendment,  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 to amend the Agreement as follows:

         1.  Definitions.  As used in this Amendment,  all capitalized terms not
otherwise  defined  herein  shall  have  the  respective  meanings  given in the
Agreement.

         2. Loan  Commitment  Amount.  The Loan  Commitment  Amount set forth in
Section 2(a) of the Agreement shall be $12,000,000.

         3. Subsequent Note. The term "Subsequent Note," defined in Section 2(f)
of the Agreement, shall hereafter mean a secured promissory note for a principal
amount  equal to a  Subsequent  Draw Down  Amount  substantially  in the form of
Exhibit E to the  Agreement  or  substantially  in the form of Exhibit A to this
Amendment.  The  parties  acknowledge  that upon  execution  of this  Amendment,
Subsidiary shall issue a secured  subordinated  promissory note substantially in
the form attached hereto as Exhibit A in the principal amount of $4,000,000.

         4. References in Transaction  Documents.  The parties  acknowledge that
all  references  to the Agreement or the Security  Agreement in the  Transaction
Documents shall mean the Agreement or the Security  Agreement as amended by this
Amendment.

         5. Reimbursement of Expenses. Company shall pay on demand the following
fees  and  expenses  (i)  Purchaser's  reasonable  legal  fees and  expenses  in
connection with the preparation,  execution and delivery of this Amendment,  the
Subsequent Note, and the Variable Rate Single Payment Note and related documents
with Comerica Bank - California  ("Comerica") dated on or about January 28, 2003
(the "Comerica Agreements"), and (ii) other expenses of Purchaser or the William
M. Hawkins III  Revocable  Trust,  dated March 10, 2000 in  connection  with the
Comerica  Agreements.  The parties acknowledge that terms of the Subsequent Note
in the form  attached  as Exhibit A are  intended  to pass  through  the cost of
interest to Purchaser  under the Comerica  Agreements and are not intended to be
reimbursed  pursuant to this  section,  but  reimbursable  expenses  may include
origination or loan fees payable to Comerica  under the Comerica  Agreements and
any other fees or expenses of Comerica  payable  under the  Comerica  Agreements
whether before or after an event of default thereunder.

         6. Amended and Restated Security Agreement.  The number "$8,000,000" in
recital C of the Security Agreement shall be "$12,000,000."
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         7. Other Provisions of Agreement.  Except as amended in this Amendment,
all other  provisions  of the Agreement and other  Transaction  Documents  shall
remain in full force and effect.

         8.  Counterparts.  This  Amendment  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.


                                      -2-


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         IN WITNESS  WHEREOF,  the parties have caused this Amendment 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
                                        ----------------------------------------



                                 PURCHASER:

                                 William M. Hawkins, III



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


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                                    EXHIBIT A

                             FORM OF SUBSEQUENT NOTE