EXHIBIT 4.3

                                 THE 3DO COMPANY

                        1994 EMPLOYEE STOCK PURCHASE PLAN

                            (as amended October 2002)


         The following  constitute  the  provisions  of the 1994 Employee  Stock
Purchase Plan of The 3DO Company.

         1.  Purpose.  The  purpose of the Plan is to provide  employees  of the
Company and its Designated  Subsidiaries  with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the intention
of the Company to have the Plan qualify as an  "Employee  Stock  Purchase  Plan"
under  Section  423 of the  Internal  Revenue  Code of  1986,  as  amended.  The
provisions of the Plan accordingly, shall be construed so as to extend and limit
participation  in a manner  consistent with the  requirements of that section of
the Code.

         2. Definitions.

                  (a) "Board" shall mean the Board of Directors of the Company.

                  (b) "Code"  shall mean the Internal  Revenue Code of 1986,  as
amended.

                  (c) "Common Stock" shall mean the Common Stock of the Company.

                  (d)  "Company"  shall mean The 3DO Company and any  Designated
Subsidiary of the Company.

                  (e)  "Compensation"  shall mean all base  straight  time gross
earnings,   commissions,   overtime,  shift  premium,   incentive  compensation,
incentive payments, bonuses, and other compensation.

                  (f)  "Designated  Subsidiaries"  shall  mean the  Subsidiaries
which have been designated by the Board from time to time in its sole discretion
as eligible to participate in the Plan.

                  (g) "Employee" shall mean any individual who is an Employee of
the Company for tax purposes whose  customary  employment with the Company is at
least  twenty (20) hours per week and more than five (5) months in any  calendar
year. For purposes of the Plan, the employment  relationship shall be treated as
continuing  intact  while  the  individual  is on sick  leave or other  leave of
absence  approved by the Company.  Where the period of leave exceeds 90 days and
the individual's right to reemployment is not guaranteed either by statute or by
contract,  the employment  relationship will be deemed to have terminated on the
91st day of such leave.


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                  (h)  "Enrollment  Date"  shall  mean  the  first  day of  each
Offering Period.

                  (i)  "Exercise  Date" shall mean the last day of each Purchase
Period.

                  (j) "Fair Market  Value" shall mean as of any date,  the value
of Common Stock determined as follows:

                           (1) If the Common Stock is listed on any  established
stock exchange or a national  market system,  including  without  limitation the
NASDAQ National Market of the National  Association of Securities Dealers,  Inc.
Automated  Quotation  ("NASDAQ")  System,  its Fair  Market  Value  shall be the
closing  sale price for the  Common  Stock (or the mean of the  closing  bid and
asked  prices,  if no sales were  reported),  as quoted on such exchange (or the
exchange  with the greatest  volume or trading in Common Stock) or system on the
date of such determination, as reported in The Wall Street Journal or such other
source as the Board deems reliable, or:

                           (2) If the  Common  Stock  is  quoted  on the  NASDAQ
system (but not of the National Market System thereof) or is regularly quoted by
a recognized  securities  dealer but selling  prices are not reported,  its Fair
Market  Value  shall be the mean of the  closing  bid and asked  prices  for the
Common Stock on the date of such  determination,  as reported in The Wall Street
Journal or such other source as the Board deems reliable, or:

                           (3) In the absence of an  established  market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Board.

                  (k) "Offering  Period" shall mean the period of  approximately
twelve (12) months  during which an option  granted  pursuant to the Plan may be
exercised,  commencing  on the first  Trading  Day on or after  February  16 and
August 16 of each year and  terminating  on the last  Trading Day in the periods
ending twelve (12) months later. The duration and timing of Offering Periods may
be changed pursuant to Section 4 of this Plan.

                  (1) "Plan" shall mean this Employee Stock Purchase Plan.

                  (m) "Purchase  Price" shall mean an amount equal to 85% of the
Fair Market  Value of a share of Common Stock on the  Enrollment  Date or on the
Exercise Date, whichever is lower.

                  (n) "Purchase  Period" shall mean the  approximately six month
period  commencing  after one  Exercise  Date and ending with the next  Exercise
Date,  except  that the first  Purchase  Period  of any  Offering  Period  shall
commence on the Enrollment Date and end with the next Exercise Date.

                  (o) "Reserves" shall mean the number of shares of Common Stock
covered by each option under the Plan which have not yet been  exercised and the
number of shares of


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Common Stock which have been  authorized for issuance under the Plan but not yet
placed under option.

                  (p)  "Subsidiary"  shall  mean  a  corporation,   domestic  or
foreign, of which not less than 50% of the voting shares are held by the Company
or a  Subsidiary,  whether or not such  corporation  now exists or is  hereafter
organized or acquired by the Company or a Subsidiary.

                  (q)  "Trading  Day" shall mean a day on which  national  stock
exchanges and the National Association of Securities Dealers Automated Quotation
(NASDAQ) System are open for trading.

         3. Eligibility.

                  (a) Any Employee (as defined in Section 2(g)), who is employed
by the Company on a given  Enrollment  Date shall be eligible to  participate in
the Plan.

                  (b)   Any   provisions   of   the   Plan   to   the   contrary
notwithstanding,  no Employee  shall be granted an option under the Plan (i) if,
immediately  after the grant,  such  Employee  (or any other  person whose stock
would be  attributed to such  Employee  pursuant to Section  424(d) of the Code)
would own  capital  stock of the  Company  and/or  hold  outstanding  options to
purchase such stock  possessing  five percent (5%) or more of the total combined
voting  power of value of all classes of the capital  stock of the Company or of
any Subsidiary,  or (ii) which permits his or her rights to purchase stock under
all employee stock purchase plans of the Company and its  subsidiaries to accrue
at a rate which exceeds  twenty-five  thousand dollars  ($25,000) worth of stock
(determined  at the fair  market  value of the shares at the time such option is
granted) for each calendar year in which such option is outstanding at any time.

         4. Offering  Periods.  The Plan shall be  implemented  by  consecutive,
overlapping  Offering Periods with a new Offering Period commencing on the first
Trading Day on or after  February  16 and August 16 each year,  or on such other
date as the Board shall determine, and continuing thereafter until terminated in
accordance with Section 19 hereof.  The Board shall have the power to change the
duration of Offering  Periods  (including the  commencement  dates thereof) with
respect to future  offerings  without  shareholder  approval  if such  change is
announced at least five (5) days prior to the  scheduled  beginning of the first
Offering Period to be affected thereafter.

         5. Participation.

         (a) An  eligible  Employee  may  become  a  participant  in the Plan by
completing a subscription  agreement  authorizing payroll deductions in the form
of Exhibit A to this Plan and  filing it with the  Company's  payroll  office at
least 14 days prior to the applicable Enrollment Date.

         (b) Payroll  deductions for a participant shall commence with the first
payroll following the Enrollment Date and shall end with the last payroll in the
Offering  Period  to which


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<PAGE>

such authorization is applicable, unless sooner terminated by the participant as
provided in Section 10 hereof.


         6. Payroll Deductions.

                  (a) At the time a  participant  files his or her  subscription
agreement, he or she shall elect to have payroll deductions made on each pay day
during the Offering  Period in an amount not exceeding  twenty  percent (20%) of
the  Compensation  which he or she  receives on each pay day during the Offering
Period,  and the aggregate of such payroll deductions during the Offering Period
shall not exceed twenty percent (20%) of the participant's  Compensation  during
said Offering Period.

                  (b) All payroll  deductions  made for a  participant  shall be
credited  to his or her  account  under the Plan and will be  withheld  in whole
percentages  only. A participant may not make any additional  payments into such
account.

                  (c) A participant may discontinue his or her  participation in
the Plan as provided in Section 10 hereof,  or may  decrease  the rate of his or
her payroll  deductions  during the Offering Period by completing or filing with
the  Company  a new  subscription  agreement  authorizing  a change  in  payroll
deduction  rate.  The  Board  may,  in  its  discretion,  limit  the  number  of
participation  rate changes during any Offering Period. The change in rate shall
be effective with the first full payroll period following five (5) business days
after the Company's receipt of the new subscription agreement unless the Company
elects to process a given change in participation  more quickly. A participant's
subscription  agreement shall remain in effect for successive  Offering  Periods
unless terminated as provided in Section 10 hereof.

                  (d) Notwithstanding the foregoing,  to the extent necessary to
comply  with  Section   423(b)(8)  of  the  Code  and  Section  3(b)  hereof,  a
participant's  payroll deductions may be decreased to 0% at such time during any
Purchase Period which is scheduled to end during the current  calendar year (the
"Current  Purchase  Period") that the aggregate of all payroll  deductions which
were previously used to purchase stock under the Plan in a prior Purchase Period
which  ended  during  the  annual  calendar  year  plus all  payroll  deductions
accumulated with respect to the Current  Purchase Period equal $21,250.  Payroll
deductions  reduced  pursuant to this Section 6(d) shall  recommence at the rate
provided in such  participant's  subscription  agreement at the beginning of the
first Purchase Period which is scheduled to end in the following  calendar year,
unless terminated by the participant as provided in Section 10 hereof.

         (e) At the time the option is exercised, in whole or in part, or at the
time some or all of the Company's Common Stock issued under the Plan is disposed
of, the  participant  must make adequate  provision  for the Company's  federal,
state,  or other tax  withholding  obligations,  if any,  which  arise  upon the
exercise of the option or the  disposition of the Common Stock. At any time, the
Company may,  but will not be  obligated  to,  withhold  from the  participant's
compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company
any tax  deductions or benefits  attributable  to sale or early  disposition  of
Common Stock by the Employee.


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<PAGE>

         7. Grant of Option.  On the  Enrollment  Date of each Offering  Period,
each eligible Employee participating in such Offering Period shall be granted an
option to purchase on each  Exercise  Date during such  Offering  Period (at the
applicable  Purchase Price) up to a number of shares of Common Stock  determined
by  dividing  such  Employee's  payroll  deductions  accumulated  prior  to such
Exercise Date and retained in the Participant's  account as of the Exercise Date
by the applicable  Purchase Price. In no event shall an Employee be permitted to
purchase during each Purchase Period more than a number of Shares  determined by
dividing  $12,500  by the Fair  Market  Value of a share of Common  Stock on the
Enrollment Date, and provided further that such purchase shall be subject to the
limitations  set forth in  Sections  3(b) and 12 hereof.  Exercise of the option
shall  occur as  provided  in  Section  8 hereof,  unless  the  participant  has
withdrawn pursuant to Section 10 hereof, and shall expire on the last day of the
Offering Period.

         8. Exercise of Option. Unless a participant has withdrawn from the Plan
as provided in Section 10 hereof,  his or her option for the  purchase of shares
will be exercised  automatically on the Exercise Date, and the maximum number of
full shares  subject to option shall be purchased  for such  participant  at the
applicable  Purchase Price with the accumulated payroll deductions in his or her
account.  No  fractional  shares  will  be  purchased:  any  payroll  deductions
accumulated  in a  participant's  account which are not sufficient to purchase a
full share  shall be retained in the  participant's  account for the  subsequent
Purchase  Period or  Offering  Period,  subject  to  earlier  withdrawal  by the
participant.  Any other monies left over in a  participant's  account  after the
Exercise  Date shall be  returned  to the  participant.  During a  participant's
lifetime,  a participant's  option to purchase  shares  hereunder is exercisable
only by the participant.

         9.  Delivery.  As promptly as  practicable  after each Exercise Date on
which a purchase of shares  occurs,  the Company  shall  arrange the delivery to
each  participant,  as  appropriate,  of a certificate  representing  the shares
purchased upon exercise of the participant's option.

         10. Withdrawal; Termination of Employment

                  (a) A  participant  may withdraw all but not less than all the
payroll  deduction  credited  to his or her account and not yet used to exercise
his or her  option  under the Plan at any time by giving  written  notice to the
Company in the form of Exhibit B to this Plan. All of the participant's  payroll
deductions  credited  to his or her  account  shall be paid to such  participant
promptly after receipt of notice of withdrawal and such participant's option for
the  Offering  Period  shall be  automatically  terminated.  No further  payroll
deductions for the purchase of shares will be made for such Offering Period.  If
a participant  withdraws from an Offering  Period,  payroll  deductions will not
resume at the beginning of the succeeding Offering Period unless the participant
delivers to the Company a new subscription agreement.

                  (b) Upon a participant's ceasing to be an Employee (as defined
in Section 2(g) hereof) for any reason, he or she will be deemed to have elected
to withdraw from the Plan. The payroll deductions credited to such participant's
account during the Offering  Period but not yet used to exercise the option will
be  returned  to such  participant  or, in the case of his or her death,


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<PAGE>

to the person or persons  entitled  thereto  under  Section 14 hereof,  and such
participant's  option will be automatically  terminated.  The preceding sentence
notwithstanding,  a  participant  who  receives  payment  in lieu of  notice  of
termination  of employment  shall be treated as continuing to be an Employee for
the  participant's  customary number of hours per week of employment  during the
period in which the participant is subject to such payment in lieu of notice.

         11. Interest.  No interest shall accrue on the payroll  deductions of a
participant in the Plan.

         12. Stock.

                  (a) The maximum number of shares of the Company's Common Stock
which  shall be made  available  for sale  under the Plan  shall be one  million
(1,000,000) shares,  subject to adjustment upon changes in capitalization of the
Company as  provided in Section 18 hereof.  If, on a given  Exercise  Date,  the
number of shares with respect to which  options are to be exercised  exceeds the
number of shares then  available  under the Plan,  the Company  shall make a pro
rata allocation of the shares  remaining  available for purchase in as uniform a
manner as shall be practicable and as it shall determine to be equitable.

                  (b) The  participant  will have no interest or voting right in
shares covered by his option until such option has been exercised.

                  (c) Shares to be  delivered  to a  participant  under the Plan
will  be  registered  in the  name  of the  participant  or in the  name  of the
participant and his or her spouse.

         13. Administration.

                  (a) Administrative Body. The Plan shall be administered by the
Board or a committee of members of the Board  appointed by the Board.  The Board
or its  committee  shall  have full and  exclusive  discretionary  authority  to
construe,  interpret and apply the terms of the Plan,  to determine  eligibility
and to  adjudicate  all  disputed  claims filed under the Plan.  Every  finding,
decision and determination made by the Board or its committee shall, to the full
extent permitted by law, be final and binding upon all parties.

                  (b) Rule 16b-3 Limitations.  Notwithstanding the provisions of
Subsection  (a) of this  Section  13, in the event that Rule  16b-3  promulgated
under the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"), or
any successor  provision ("Rule 16b-3") provides  specific  requirements for the
administrators  of plans of this type,  the Plan shall be only  administered  by
such  a body  and  in  such  a  manner  as  shall  comply  with  the  applicable
requirements  of Rule  16b-3.  Unless  permitted  by Rule 16b-3,  no  discretion
concerning  decisions  regarding  the Plan shall be afforded to any committee or
person that is not "disinterested" as that term is used in Rule 16b-3.

         14. Designation of Beneficiary.


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<PAGE>

                  (a)  A  participant  may  file  a  written  designation  of  a
beneficiary   who  is  to  receive  any  shares  and  cash,  if  any,  from  the
participant's  account under the Plan in the event of such  participant's  death
subsequent  to an Exercise  Date on which the option is  exercised  but prior to
delivery to such participant of such shares and cash. In addition, a participant
may file a written  designation of a beneficiary who is to receive any cash from
the  participant's  account  under the Plan in the  event of such  participant's
death  prior to  exercise of the  option.  If a  participant  is married and the
designated  beneficiary is not the spouse, spousal consent shall be required for
such designation to be effective.

                  (b) Such  designation  of  beneficiary  may be  changed by the
participant  at any time by  written  notice.  In the  event  of the  death of a
participant  and in the absence of a beneficiary  validly  designated  under the
Plan who is living at the time of such  participant's  death,  the Company shall
deliver such shares and/or cash to the executor or  administrator  of the estate
of the participant,  or if no such executor or administrator  has been appointed
(to the knowledge of the Company),  the Company, in its discretion,  may deliver
such  shares  and/or  cash to the  spouse  or to any one or more  dependents  or
relatives of the participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.

         15.   Transferability.   Neither  payroll  deductions   credited  to  a
participant's account nor any rights with regard to the exercise of an option or
to  receive  shares  under the Plan may be  assigned,  transferred,  pledged  or
otherwise  disposed of in any way (other  than by will,  the laws of descent and
distribution or as provided in Section 14 hereof) by the  participant.  Any such
attempt at assignment,  transfer,  pledge or other  disposition shall be without
effect,  except  that the  Company may treat such act as an election to withdraw
funds from an Offering Period in accordance with Section 10 hereof.

         16.  Use of  Funds.  All  payroll  deductions  received  or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.

         17.   Reports.   Individual   accounts  will  be  maintained  for  each
participant  in the Plan.  Statements of account will be given to  participating
Employees  at least  annually,  which  statements  will set forth the amounts of
payroll  deductions,  the Purchase Price, the number of shares purchased and the
remaining cash balance, if any.

         18.   Adjustments   Upon   Changes  in   Capitalization,   Dissolution,
Liquidation, Merger or Asset Sale.

                  (a) Changes in Capitalization.  Subject to any required action
by the shareholders of the Company,  the Reserves as well as the price per share
of Common  Stock  covered by each  option  under the Plan which has not yet been
exercised shall be proportionately  adjusted for any increase or decrease in the
number of issued shares of Common Stock  resulting  from a stock split,  reverse
stock split,  stock  dividend,  combination  or  reclassification  of the Common
Stock, or any other increase or decrease in the number of shares of Common Stock
effected  without receipt of consideration  by the Company;  provided,  however,
that conversion of


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any  convertible  securities  of the  Company  shall  not be deemed to have been
"effected  without receipt of  consideration".  Such adjustment shall be made by
the Board,  whose  determination  in that  respect  shall be final,  binding and
conclusive.  Except as expressly  provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares stock of any
class,  shall affect,  and no  adjustment  by reason  thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an option.

                  (b) Dissolution or  Liquidation.  In the event of the proposed
dissolution or liquidation  of the Company,  the Offering  Periods shall end and
all  options  shall  be  exercised   automatically   immediately  prior  to  the
consummation of such proposed action, unless otherwise provided by the Board.

                  (c) Merger or Asset Sale.  In the event of a proposed  sale of
all or  substantially  all of the  assets of the  Company,  or the merger of the
Company  with or into another  corporation,  each option under the Plan shall be
assumed  or  an  equivalent  option  shall  be  substituted  by  such  successor
corporation or a parent or subsidiary of such successor corporation,  unless the
Board  determines,  in the exercise of its sole  discretion  and in lieu of such
assumption or substitution,  to shorten the Offering Periods then in progress by
setting a new Exercise Date (the "New Exercise Date"). If the Board shortens the
Offering  Periods then in progress in lieu of assumption or  substitution in the
event of a merger or sale of assets,  the Board shall notify each participant in
writing,  at least ten (10) business days prior to the New Exercise  Date,  that
the Exercise  Date for his option has been changed to the New Exercise  Date and
that his option will be exercised automatically on the New Exercise Date, unless
prior to such date he has  withdrawn  from the  Offering  Period as  provided in
Section 10 hereof.  For purposes of this paragraph,  an option granted under the
Plan shall be deemed to be assumed if,  following  the sale of assets or merger,
the option confers the right to purchase, for each share of option stock subject
to  the  option  immediately  prior  to  the  sale  of  assets  or  merger,  the
consideration  (whether stock, cash or other securities or property) received in
the sale of assets or merger by holders of Common Stock for each share of Common
Stock held on the effective  date of the  transaction  (and if such holders were
offered  a choice  of  consideration,  the type of  consideration  chosen by the
holders of a majority  of the  outstanding  shares of Common  Stock);  provided,
however, that if such consideration  received in the sale of assets or merger is
not solely common stock of the successor  corporation  or its parent (as defined
in Section 424(e) of the Code), the Board may, with the consent of the successor
corporation,  provide for the  consideration to be received upon exercise of the
option to be solely  common  stock of the  successor  corporation  or its parent
equal in fair market value to the per share consideration received by holders of
Common Stock and the sale of assets or merger.

         19. Amendment or Termination.

                  (a) The Board of  Directors of the Company may at any time and
for any reason  terminate  or amend the Plan.  Except as  provided in Section 18
hereof, no such termination can affect options previously granted, provided that
an Offering  Period may be  terminated by the Board of Directors on any Exercise
Date if the Board  determines  that the  termination  of the Plan is in the best
interests of the Company and its shareholders.  Except as provided in Section 18
hereof, no amendment may make any change in any option theretofore


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<PAGE>

granted which  adversely  affects the rights of any  participant.  To the extent
necessary  to comply  with Rule 16b-3 or under  Section  423 of the Code (or any
successor  rule or provision or any other  applicable  law or  regulation),  the
Company shall obtain shareholder  approval in such a manner and to such a degree
as required.

                  (b) Without  shareholder consent and without regard to whether
any  participant's  rights may be considered to have been "adversely  affected,"
the Board (or its committee)  shall be entitled to change the Offering  Periods,
limit the frequency  and/or number of changes in the amount  withheld  during an
Offering Period,  establish the exchange ratio applicable to amounts withheld in
a currency other than U.S. dollars,  permit payroll withholding in excess of the
amount  designated by a participant in order to adjust for delays or mistakes in
the Company's processing of properly completed withholding elections,  establish
reasonable  waiting and  adjustment  periods  and/or  accounting  and  crediting
procedures  to ensure that amounts  applied  toward the purchase of Common Stock
for  each  participant  properly  correspond  with  amounts  withheld  from  the
participant's  Compensation,  and establish such other limitations or procedures
as the Board (or its  committee)  determines  in its sole  discretion  advisable
which are consistent with the Plan.

         20. Notices.  All notices or other  communications  by a participant to
the Company  under or in  connection  with the Plan shall be deemed to have been
duly given when  received in the form  specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

         21. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option  unless the  exercise of such option and the  issuance  and
delivery of such  shares  pursuant  thereto  shall  comply  with all  applicable
provisions  of law,  domestic or foreign,  including,  without  limitation,  the
Securities  Act of 1933,  as amended,  the  Securities  Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder,  and the requirements
of any stock  exchange  upon which the  shares may then be listed,  and shall be
further  subject to the approval of counsel for the Company with respect to such
compliance.

                  As a condition to the  exercise of an option,  the Company may
require the person  exercising  such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for investment and
without  any  present  intention  to sell or  distribute  such shares if, in the
opinion of counsel for the Company,  such a representation is required by any of
the aforementioned applicable provisions of law.

         22. Term of Plan.  The Plan shall become  effective upon the earlier to
occur  of its  adoption  by the  Board  of  Directors  or  its  approval  by the
shareholders of the Company.  It shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 19 hereof.

         23.  Automatic  Transfer to Low Price  Offering  Period.  To the extent
permitted  by Rule 16b-3 of the  Exchange  Act, if the Fair Market  Value of the
Common Stock on any Exercise  Date in an Offering  Period is lower than the Fair
Market Value of the Common Stock on the Enrollment Date of such Offering Period,
then all participants in such Offering Period shall be  automatically  withdrawn
from such Offering Period immediately after the exercise of their


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<PAGE>

option on such Exercise Date and  automatically  re-enrolled in the  immediately
following Offering Period as of the first day thereof.


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<PAGE>

                                    EXHIBIT A

                                 THE 3DO COMPANY
                        1994 EMPLOYEE STOCK PURCHASE PLAN
                             SUBSCRIPTION AGREEMENT


_________Original Application                          Enrollment Date:_________
_________Change in Payroll Deduction Rate
_________Change of Beneficiary(ies)


1.       _____________hereby  elects  to  participate  in The 3DO  Company  1994
         Employee Stock Purchase Plan (the "Employee  Stock Purchase  Plan") and
         subscribes  to  purchase  shares  of  the  Company's  Common  Stock  in
         accordance  with this  Subscription  Agreement  and the Employee  Stock
         Purchase Plan.

2.       I hereby authorize payroll  deductions from each paycheck in the amount
         of ___% of my  Compensation  on each payday (1-20%) during the Offering
         Period in accordance  with the Employee Stock  Purchase  Plan.  (Please
         note that no fractional percentages are permitted.)

3.       I understand that said payroll  deductions shall be accumulated for the
         purchase of shares of Common  Stock at the  applicable  Purchase  Price
         determined  in  accordance  with the Employee  Stock  Purchase  Plan. I
         understand  that if I do not  withdraw  from an  Offering  Period,  any
         accumulated  payroll deductions will be used to automatically  exercise
         my option.

4.       I have  received a copy of the complete  "The 3DO Company 1994 Employee
         Stock  Purchase  Plan."  I  understand  that  my  participation  in the
         Employee Stock Purchase Plan is in all respects subject to the terms of
         the Plan.

5.       Shares  purchased for me under the Employee  Stock Purchase Plan should
         be issued in the name(s) of  (Employee  or Employee  and spouse  only):
         _________________________.

6.       I understand that if I dispose of any shares received by me pursuant to
         the Plan within 2 years after the Enrollment Date (the first day of the
         Offering Period during which I purchased such shares) or one year after
         the Purchase Date, I will be treated for federal income tax purposes as
         having received  ordinary income at the time of such  disposition in an
         amount  equal to the excess of the fair  market  value of the shares at
         the time such shares were purchased over the price which I paid for the
         shares.  I hereby agree to notify the Company in writing within 30 days
         after the date of any disposition of my shares and I will make adequate
         provision for Federal, state or other tax withholding  obligations,  if
         any, which arise upon the disposition of the Common Stock.  The Company
         may, but will not be obligated to,  withhold from my  compensation


                                       11
<PAGE>

         the amount  necessary to meet any  applicable  withholding  obligation,
         including any  withholding  necessary to make  available to the Company
         any  tax  deductions  or  benefits   attributable   to  sale  or  early
         disposition of Common Stock by me.

         If I dispose  of such  shares at any time after the  expiration  of the
         2-year and 1-year holding periods,  I understand that I will be treated
         for federal income tax purposes as having  received  income only at the
         time of such  disposition,  and  that  such  income  will be  taxes  as
         ordinary  income only to the extent of an amount equal to the lesser of
         (1) the  excess of the fair  market  value of the shares at the time of
         such  disposition  over the purchase price which I paid for the shares,
         or (2) 15% of the fair  market  value of the shares on the first day of
         the Offering Period.  The remainder of the gain, if any,  recognized on
         such disposition will be taxed as capital gain.

7.       I hereby agree to be bound by the terms of the Employee  Stock Purchase
         Plan. The  effectiveness  of this  Subscription  Agreement is dependent
         upon my eligibility to participate in the Employee Stock Purchase Plan.

8.       In the  event of my  death,  I hereby  designate  the  following  as my
         beneficiary(ies)  to receive all  payments  and shares due me under the
         Employee Stock Purchase Plan:

Beneficiary's Name:  (Please Print)_____________________________________________
                                        (First)      (Middle)      (Last)

_____________________________      _____________________________________________
Relationship                                         (Address)

_____________________________      _____________________________________________
                                                     (Address)

10. Employee's Social Security Number:__________________________________________

         Employee's Address:____________________________________________________

                                      __________________________________________

I UNDERSTAND THAT THIS SUBSCRIPTION  AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.


Dated: ____________________           __________________________________________
                                            Signature of Employee


                                      __________________________________________
                                            Spouse's Signature
                                           (If beneficiary other than spouse)


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<PAGE>

                                    EXHIBIT B

                                 THE 3DO COMPANY

                        1994 EMPLOYEE STOCK PURCHASE PLAN

                              NOTICE OF WITHDRAWAL



         The  undersigned  participant in the Offering Period of The 3DO Company
1994 Employee  Stock Purchase Plan which began on , 20 (the  "Enrollment  Date")
hereby  notifies the Company that he or she hereby  withdraws  from the Offering
Period.  He or she  hereby  directs  the  Company to pay to the  undersigned  as
promptly  as  practicable  all the  payroll  deductions  credited  to his or her
account with respect to such Offering  Period.  The undersigned  understands and
agrees that his or her option for such  Offering  Period  will be  automatically
terminated.   The  undersigned  understands  further  that  no  further  payroll
deductions  will be made for the  purchase  of  shares in the  current  Offering
Period and the  undersigned  shall be  eligible  to  participate  in  succeeding
Offering Periods only by delivering to the Company a new Subscription Agreement.





                                                Name and Address of Participant:

                                                ________________________________

                                                ________________________________

                                                ________________________________


                                                Signature:


                                                ________________________________

                                                Date:___________________________


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