Exhibit 10.31


THIS  WARRANT  HAS 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.

THIS  WARRANT  AND THE  SECURITIES  REPRESENTED  HEREBY ARE SUBJECT TO A LOCK-UP
AGREEMENT  BETWEEN THE  COMPANY AND THE  ORIGINAL  HOLDER OF THIS  WARRANT  THAT
PROHIBITS SALE OR TRANSFER OF THIS WARRANT OR THE SECURITIES  REPRESENTED HEREBY
FOR A PERIOD OF TWO YEARS FROM THE ISSUE DATE OF THIS WARRANT. THIS AGREEMENT IS
BINDING UPON TRANSFEREES. A COPY OF THIS AGREEMENT IS ON FILE WITH THE SECRETARY
OF THE COMPANY.




                               WARRANT TO PURCHASE
                            SHARES OF COMMON STOCK OF
                                 THE 3DO COMPANY


                                                     Issue Date: October 9, 2001


Warrant No. CW-10                                  33,000 Shares of Common Stock


         1.  Issuance.  This  Warrant  is issued to Karnak  Partners  L.P.  (the
"Holder"),  by The 3DO Company,  a Delaware  corporation  (hereinafter  with its
successors  called the "Company")  pursuant to the Stock  Purchase  Agreement of
even date herewith (the "Purchase  Agreement").  Capitalized  terms used but not
otherwise  defined  herein  shall  have  the  meanings  ascribed  to them in the
Purchase Agreement.

         2.  Purchase  Price;   Number  of  Shares.   Subject  to  the  exercise
restriction  provided for in Section 6 hereof,  this Warrant certifies that, for
value  received,  the Holder of this Warrant is entitled upon  surrender of this
Warrant with the  subscription  form annexed hereto as Appendix 1 duly executed,
at the  principal  office of the Company,  to purchase  from the Company  33,000
fully paid and nonassessable  shares of Common Stock of the Company (the "Common
Stock")  at a price per share  (the  "Purchase  Price")  of  $2.27,  subject  to
adjustment pursuant to Sections 8 and 9 below.

<PAGE>

         3. Payment of Purchase  Price.  The  Purchase  Price may be paid (i) in
cash or by certified check or wire transfer, (ii) by the cancellation, surrender
or  forgiveness  by the Holder to the Company of any  promissory  notes or other
obligations  issued  by the  Company,  with all such  notes and  obligations  so
surrendered  being credited against the Purchase Price in an amount equal to the
principal  amount  thereof plus accrued  interest to the date of  surrender,  or
(iii) by any combination of the foregoing.

         4. Net Issue  Election.  Notwithstanding  any provisions  herein to the
contrary, the Holder may elect to receive,  without the payment by the Holder of
any  additional  consideration,  shares of Common  Stock  equal to the value (as
determined  below) of this  Warrant  by the  surrender  of this  Warrant  to the
Company,  with the net issue  election  notice  set forth in  Appendix 1 annexed
hereto duly executed,  at the principal  office of the Company.  Thereupon,  the
Company  shall issue to the Holder  such number of fully paid and  nonassessable
shares of Common Stock as is computed using the following formula:


                                        X =  Y(A-B)
                                             ------
                                               A


where:                     X = the number of shares of Common Stock to be issued
                  to the Holder pursuant to this Section 4.

                           Y = the number of shares of Common  Stock  covered by
                  this  Warrant  or, if only a portion  of the  Warrant is being
                  exercised,  the portion of the Warrant being  exercised at the
                  time the net issue  election is made  pursuant to this Section
                  4.

                           A = the  fair  market  value of one  share of  Common
                  Stock,  determined as follows:  (i) if at such time the Common
                  Stock is listed on a national  securities  exchange  or on the
                  over-the-counter  market, then the closing price of the Common
                  Stock on the  business  day  immediately  prior to the date of
                  exercise  or, if no sale of the Common  Stock was made on such
                  day, the first  business day  immediately  preceding  such day
                  upon which a sale was made, or (ii) if at such time the Common
                  Stock is not listed on a national  securities  exchange  or on
                  the over-the-counter  market, then as determined in good faith
                  by the Board and agreed to by Holder at the time the net issue
                  election is made pursuant to this Section 4.

                           B = the  Purchase  Price in effect under this Warrant
                  at the time the net issue  election  is made  pursuant to this
                  Section 4.

         5.  Fractional  Shares.  No  fractional  shares  shall be  issued  upon
exercise of this Warrant.  The Company shall,  in lieu of issuing any fractional
share,  pay the  holder  entitled  to such  fraction a sum in cash equal to such
fraction  multiplied by the then effective  Purchase  Price.

                                      -2-
<PAGE>

         6. Exercise.

              (a) Expiration Date.  Holder's rights under this Warrant expire at
5:00 p.m. Pacific Time on the fifth anniversary of the date of this Warrant (the
"Expiration Date") and shall be void thereafter.

              (b) Delivery.  Upon the exercise of the rights represented by this
Warrant,  the Company  shall use good faith  efforts to issue and deliver to the
Holder a certificate  or  certificates  for the shares of Common Stock  issuable
upon exercise of this Warrant so purchased, registered in the name of the Holder
within a reasonable time after the rights represented by this Warrant shall have
been so exercised  and in any event within twenty (20) days after receipt of the
Notice of Exercise and,  unless the Warrant has been fully exercised or expired,
a new  warrant  representing  the  remaining  portion  of the  Warrant  and  the
underlying  Common  Stock,  if any, with respect to which this Warrant shall not
have been  exercised  shall also be issued to the Holder as soon as possible and
in any event within such twenty (20) day period.

         7. Reserved Shares; Valid Issuance.  The Company covenants that it will
at all times from and after the date  hereof  reserve  and keep  available  such
number of its  authorized  shares of Common Stock of the Company,  free from all
preemptive  or  similar  rights  therein,  as will be  sufficient  to permit the
exercise of this Warrant in full. If at any time between the date hereof and the
Expiration  Date, the number of authorized  but unissued  shares of Common Stock
shall not be  sufficient to permit  exercise of this  Warrant,  the Company will
take such  corporate  action as may be necessary to increase its  authorized but
unissued  shares of Common Stock to such number of shares as shall be sufficient
for such  purposes.  The Company  further  covenants  that such shares as may be
issued  pursuant  to such  exercise  will,  upon  issuance,  be duly and validly
issued,  fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issuance  thereof.

         8. Stock  Splits and  Dividends.  If after the date  hereof the Company
shall  subdivide the Common Stock,  by stock split or otherwise,  or combine the
Common Stock, or issue  additional  shares of Common Stock in payment of a stock
dividend on the Common Stock,  the number of shares of Common Stock  issuable on
the exercise of this Warrant shall forthwith be proportionately increased in the
case of a subdivision or stock  dividend,  or  proportionately  decreased in the
case of a combination, and the Purchase Price shall forthwith be proportionately
decreased in the case of a subdivision  or stock  dividend,  or  proportionately
increased in the case of a combination.

         9. Mergers and Reclassifications.  If after the date hereof the Company
shall  enter  into any  Reorganization  (as  hereinafter  defined),  then,  as a
condition of such  Reorganization,  lawful  provisions  shall be made,  and duly
executed  documents  evidencing the same from the Company or its successor shall
be delivered to the Holder,  so that the Holder shall  thereafter have the right
to  purchase,  at a total price not to exceed that  payable upon the exercise of
this  Warrant  in  full,  the kind and  amount  of  shares  of stock  and  other
securities and property  receivable upon such  Reorganization by a holder of the
number of shares of Common  Stock which might have been  purchased by the Holder
immediately  prior  to such  Reorganization,  and in any such  case  appropriate
provisions  shall be made with  respect to the rights and interest of the Holder
to the end that the provisions hereof (including without limitation,  provisions
for the  adjustment  of the  Purchase  Price and the  number of shares  issuable
hereunder)  shall thereafter be applicable in relation to any shares of stock or
other

                                      -3-

<PAGE>

securities and property  thereafter  deliverable upon exercise  hereof.  For the
purposes of this  Section 9, the term  "Reorganization"  shall  include  without
limitation any reclassification,  capital reorganization or change of the Common
Stock (other than as a result of a  subdivision,  combination  or stock dividend
provided for in Section 8 hereof),  or any consolidation of the Company with, or
merger of the Company into, another  corporation or other business  organization
(other than a merger in which the Company is the surviving corporation and which
does not  result in any  reclassification  or change of the  outstanding  Common
Stock),  or any sale or  conveyance  to another  corporation  or other  business
organization of all or substantially all of the assets of the Company.

         10. No Voting or Dividend  Rights.  Nothing  contained  in this Warrant
shall be construed as conferring  upon the Holder hereof the right to vote or to
consent  or to  receive  notice as a  shareholder  of the  Company  or any other
matters or any rights  whatsoever as a  shareholder  of the Company prior to the
exercise of the Holder's  rights to purchase  shares of Common Stock as provided
for herein.  No dividends or interest  shall be payable or accrued in respect of
this  Warrant  or the  interest  represented  hereby or the  shares  purchasable
hereunder  until,  and only to the extent  that,  this  Warrant  shall have been
exercised.

         11.  Amendment.  The terms of this Warrant may be amended,  modified or
waived only with the written consent of the Holder.

         12. 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 Holder, at 230
Park Avenue,  New York,  NY 10169,  or at such other address or number as Holder
shall have  furnished to Company in writing,  or if to Company,  at 100 Cardinal
Way,  Redwood  City,  California  94063 or at such  other  address  or number as
Company shall have furnished to Holder in writing.

         13. Descriptive Headings and Governing Law. The descriptive headings of
the several sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant.  This Warrant and all actions
arising  out of or in  connection  with this  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.

         14. Successors and Assigns.  Holder may not sell, transfer or otherwise
dispose of the Securities  except in accordance with the restrictions set out in
the Purchase  Agreement.  The rights and obligations of Company and Holder shall
be binding upon and benefit the successors,  assigns, heirs,  administrators and
transferees of the parties.

                                      -4-
<PAGE>




Dated October 9, 2001                  The 3DO Company


                                       -----------------------------------------

                                       Name:
                                             -----------------------------------

                                       Title:
                                              ----------------------------------

                                      -5-

<PAGE>



                                   APPENDIX 1

                                SUBSCRIPTION FORM


                                                             Date: _____________
The 3DO Company
100 Cardinal Way
Redwood City, CA 94063

Ladies and Gentlemen:

The undersigned hereby elects:

         ____ to  exercise  the  warrant  issued to it by The 3DO  Company  (the
         "Company")  and dated October 8, 2001 (the  "Warrant")  and to purchase
         ____________  shares of the Common Stock of the Company (the  "Shares")
         purchasable  thereunder at a purchase price of _______________  ($____)
         per Share (the "Purchase  Price")  pursuant to the terms of the Warrant
         and the  undersigned  delivers the Purchase  Price  herewith in full in
         cash or by certified  check or wire transfer or as otherwise  permitted
         pursuant to Section 3 of the Warrant.

         ____ to  purchase  _______  shares of the Common  Stock of the  Company
         pursuant  to the  terms of the net  exercise  provisions  set  forth in
         Section 4 of the Warrant.

         The undersigned also makes the  representations set forth on Appendix 2
attached to the Warrant.

         The  certificate(s)  for such shares shall be issued in the name of the
undersigned or as otherwise indicated below:


                                             Very truly yours,





                                             -----------------------------------




<PAGE>



                                   APPENDIX 2

                               WARRANT CERTIFICATE


THIS AGREEMENT  MUST BE COMPLETED,  SIGNED AND RETURNED TO THE 3DO COMPANY ALONG
WITH THE  SUBSCRIPTION  FORM  BEFORE THE SHARES  ISSUABLE  UPON  EXERCISE OF THE
WARRANT CERTIFICATE WILL BE ISSUED.

                                                             Date: _____________
The 3DO Company
100 Cardinal Way
Redwood City, CA 94063


         The  undersigned,  _______________  ("Purchaser"),  intends  to acquire
_______  shares of the  Common  Stock (the  "Shares")  of The 3DO  Company  (the
"Company")  from the Company  pursuant to the  exercise of a certain  Warrant to
purchase  Shares held by Purchaser.  The Shares will be issued to Purchaser in a
transaction  not involving a public  offering and pursuant to an exemption  from
registration  under the  Securities Act of 1933, as amended (the "1933 Act") and
applicable  state securities laws. In connection with such purchase and in order
to comply with the  exemptions  from  registration  relied upon by the  Company,
Purchaser represents, warrants and agrees as follows:

         1.  Purchaser is acquiring the Shares for its own account,  to hold for
investment, and Purchaser shall not make any sale, transfer or other disposition
of the Shares in violation of the 1933 Act or the General Rules and  Regulations
promulgated  thereunder by the Securities and Exchange Commission (the "SEC") or
in violation of any applicable state securities law;

         2. Purchaser has been advised that the Shares have not been  registered
under the 1933 Act or state  securities laws on the ground that this transaction
is exempt from registration, and that reliance by the Company on such exemptions
is predicated in part on Purchaser's representations set forth in this letter;

         3. Purchaser has been informed that under the 1933 Act, the Shares must
be held indefinitely unless it is subsequently  registered under the 1933 Act or
unless an exemption from such registration  (such as Rule 144) is available with
respect to any proposed transfer or disposition by Purchaser of the Shares;

         4. The  Company  may refuse to permit  Purchaser  to sell,  transfer or
dispose of the Shares  (except as  permitted  under Rule 144) unless there is in
effect a  registration  statement  under the 1933 Act and any  applicable  state
securities laws covering such transfer, or unless Purchaser furnishes an opinion
of counsel  reasonably  satisfactory  to counsel for the Company,  to the effect
that such registration is not required;

         5. Purchaser has invested in securities of companies in the development
stage and acknowledges that it is able to fend for itself, can bear the economic
risk of its  investment,  and has such  knowledge and experience in financial or
business  matters that it is capable of  evaluating  the

<PAGE>

merits and risks of the  investment  in the  Shares.  Purchaser  represents  and
warrants that it is an "accredited  investor"  within the meaning of Rule 501 of
Regulation D of the 1933 Act.

         Purchaser also  understands and agrees that there will be placed on the
certificate(s) for the Shares, or any substitutions therefor, legends stating in
substance:

         "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."

         "This Warrant and the  securities  represented  hereby are subject to a
         lock-up  agreement  between the Company and the original holder of this
         Warrant  that  prohibits  sale  or  transfer  of  this  Warrant  or the
         securities  represented hereby for a period of two years from the issue
         date of this Warrant.  This  Agreement is binding upon  transferees.  A
         copy of this Agreement is on file with the Secretary of the Company."

         Any legend required pursuant to applicable state securities laws.

         Purchaser  has  carefully  read  this  letter  and  has  discussed  its
requirements  and other applicable  limitations  upon Purchaser's  resale of the
Shares with Purchaser's counsel.


                                          Very truly yours,





                                          --------------------------------------


                                      -2-