Exhibit 10.28

                            STOCK PURCHASE AGREEMENT



         This  Stock  Purchase  Agreement,  dated  as of  October  9,  2001(this
"Agreement")  is  entered  into  by  and  among  The  3DO  Company,  a  Delaware
corporation,  (the "Company") and Getty Images 2001 GRAT (the "Purchaser").  The
parties, intending to be legally bound, hereby agree as follows:

         1. Sale of Common  Stock.  Subject to the terms and  conditions of this
Agreement,  Company  hereby  agrees to sell to Purchaser  and  Purchaser  hereby
agrees to purchase  from  Company an  aggregate  of 250,000  shares of Company's
Common Stock (the  "Shares"),  at the  purchase  price of $2.06 per share for an
aggregate purchase price of $515,000.

         2. Payment of Purchase  Price.  The purchase price for the Shares shall
be paid by delivery to Company at the time of execution  of this  Agreement of a
check,  wire transfer,  or any combination  thereof,  in the amount of $515,000,
payable to Company (the "Closing Date").

         3. Warrant.  In consideration of Purchaser's  commitment to purchase up
to an  aggregate  principal  amount of  $515,000 of Common  Stock from  Company,
Company  shall  issue a warrant  to  Purchaser  in the form  attached  hereto as
Exhibit A (the "Warrant").

         4. Representations and Warranties of Company. Company hereby represents
and warrants to  Purchaser  that,  the  statements  contained  in the  following
paragraphs of this Section 4 are all true and correct as of the Closing Date:

              (a) Organization and Standing:  Articles and Bylaws.  Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite  corporate power and authority to
carry on its business as now conducted.

              (b) Corporate Power. Company has all requisite legal and corporate
power to enter into,  execute and deliver this  Agreement and the Warrant.  This
Agreement,  and upon issuance, the Warrant will be valid and binding obligations
of Company,  enforceable in accordance with their terms,  except as the same may
be  limited by  bankruptcy,  insolvency,  moratorium,  and other laws of general
application affecting the enforcement of creditors' rights.

              (c) Authorization.

                      (1)  Corporate  Action.  All corporate and legal action on
the part of Company, its officers,  directors and shareholders necessary for the
execution and delivery of this Agreement,  the Warrant, the sale and issuance of
the Shares,  the sale and issuance of the Warrant,  the shares issuable upon the
exercise of the Warrant, and the performance of Company's  obligations hereunder
and under the Warrant have been taken.

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                      (2) Valid  Issuance.  The  Shares,  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.

              (d)  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 is
required in connection  with the valid execution and delivery of this Agreement,
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.

         5.  Representations and Warranties by Purchaser.  Purchaser  represents
and warrants to Company 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,  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
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) 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.

              (c) 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 it is an  "accredited  investor"
within the meaning of Rule 501 of Regulation D of the Securities Act.

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         6.  Registration of the Shares to be Purchased.  The Company intends to
register the shares being  purchased  under this  agreement on or before October
24, 2001.

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

                  THE  SECURITIES  REPRESENTED  HEREBY HAVE NOT BEEN  REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED  ("ACT"),  OR ANY
                  APPLICABLE  STATE  SECURITIES  LAWS  ("BLUE  SKY  LAWS").  ANY
                  TRANSFER  OF  SUCH   SECURITIES   WILL  BE  INVALID  UNLESS  A
                  REGISTRATION  STATEMENT  UNDER THE ACT OR AS  REQUIRED BY BLUE
                  SKY LAWS IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF
                  COUNSEL  SATISFACTORY  TO THE  COMPANY  SUCH  REGISTRATION  IS
                  UNNECESSARY  IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT
                  OR BLUE SKY LAWS.

         8. Miscellaneous.

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

              (b) Governing Law. This Agreement, and the Warrant and all actions
arising out of or in connection  with this  Agreement,  and the Warrant 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.  The parties  acknowledge  and agree that the
exclusive  venue and  jurisdiction  of any dispute arising out of this Agreement
shall be a federal  or state  court  located  in the  County  of San  Francisco,
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 up to
a maximum amount of $5,000.

              (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 230 Park Avenue,  New York, NY 10169, or at such other address or
number as  Purchaser  shall  have  furnished  to Company  in  writing,  or if to
Company,  at 100

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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,  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. 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.



                                      THE 3DO COMPANY
                                      a Delaware corporation


                                      By:___________________________________

                                      Its:__________________________________


                                      PURCHASER:



                                      By: __________________________________


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                                    EXHIBIT A
                                    ---------


                                     WARRANT
                         separately filed with the SEC