Exhibit 10.17

                            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 William M. Hawkins, III (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 3,933,010 shares of Company's
Common Stock (the  "Shares"),  at the  purchase  price of $2.06 per share for an
aggregate purchase price of $8,102,000.60.


         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
$8,102,000.60, payable to Company (the "Closing Date").

         3. Warrant.  In consideration of Purchaser's  commitment to purchase up
to an aggregate  principal amount of $8,102,000.60 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)  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.

                  (c) Lock-Up and  Transfer  Restrictions.  Purchaser  covenants
that in no event  will it sell,  transfer  or  otherwise  dispose  of any of the
Securities prior to the second anniversary of the Closing Date. After the second
anniversary of the Closing Date, Purchaser

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

         6.  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.

                  THE SECURITIES  REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
                  A LOCK-UP  AGREEMENT  BETWEEN  THE  COMPANY  AND THE  ORIGINAL
                  SHAREHOLDER THAT PROHIBITS SALE OR TRANSFER OF SUCH SHARES FOR
                  A PERIOD OF UP TO TWO YEARS  FOLLOWING THE DATE ON WHICH THESE
                  SECURITIES  WERE  ISSUED.   THIS  AGREEMENT  IS  BINDING  UPON
                  TRANSFEREES.  A COPY  OF THE  AGREEMENT  IS ON FILE  WITH  THE
                  SECRETARY OF THE COMPANY.

         7. 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

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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 c/o Company at 100 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,  at 100 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.

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         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: _______________________________

                                           Its:_______________________________





The 3DO Company
Signature Page to the
Stock Purchase Agreement

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                                           PURCHASER:

                                           William M. Hawkins, III


                                           ___________________________________





Trip Hawkins
Signature Page to the
Stock Purchase Agreement

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                                    EXHIBIT A
                                    ---------


                                     WARRANT
                         separately filed with the SEC