EXHIBIT 10.3

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.

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

                                                   Issue Date: February 21, 2003

                                                   ______ Shares of Common Stock

Warrant No. CW-_____

         1. Issuance. This Warrant is issued to _____________ (the "Holder"), by
The 3DO Company, a Delaware corporation  (hereinafter with its successors called
the  "Company")  pursuant  to the  Securities  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
_____________ fully paid and nonassessable shares of Common Stock of the Company
(the  "Common   Stock")  at  a  price  per  share  (the  "Purchase   Price")  of
$____________, subject to adjustment pursuant to Sections 8 and 9 below.

         3. Payment of Purchase Price.  Subject to Section 4, 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


<PAGE>

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.

         6. Exercise.

                  (a) Expiration Date. Holder's rights under this Warrant expire
at 5:00 p.m. Pacific Time on the fourth  anniversary of the date of this Warrant
(the "Expiration  Date") and shall be void  thereafter.  At the Expiration Date,
the portion of this Warrant not exercised prior thereto shall be and become void
and of no value,  provided,  that if the closing sales price of the Common Stock
on the date of  expiration  of this Warrant is greater than 102% of the Purchase
Price on the date of expiration,  then this Warrant shall be deemed to have been
exercised  in full (to the  extent  not  previously  exercised)  on a  "cashless
exercise"  basis.  The Company may not call or redeem all or any portion of this
Warrant without the prior written consent of the Holder.

                  (b)  Delivery.  To effect  conversions  hereunder,  the Holder
shall not be required to physically  surrender this Warrant unless the aggregate
shares  represented  by this Warrant are being  exercised.  Upon delivery of the
Form of Election to Purchase to the Company (with the attached  Shares  Exercise
Log) at its address for notice set forth herein and upon payment of the Purchase
Price multiplied by the number of shares of Common Stock that the Holder intends
to purchase

                                       2
<PAGE>


hereunder, the Company shall promptly (but in no event later than three business
days after the date of exercise) issue and deliver to the Holder,  a certificate
for the  shares of Common  Stock  issuable  upon such  exercise,  which,  unless
otherwise  required  by the  Purchase  Agreement,  shall be free of  restrictive
legends.  The Company  shall,  upon request of the Holder and  subsequent to the
date on which a  registration  statement  covering  the  resale of the shares of
Common  Stock  has  been  declared  effective  by the  Securities  and  Exchange
Commission, deliver shares of Common Stock electronically through the Depository
Trust Corporation or another established clearing corporation performing similar
functions,  if  available,  provided,  that,  the Company  may,  but will not be
required to change its  transfer  agent if its  current  transfer  agent  cannot
deliver such shares electronically through the Depository Trust Corporation.

                  (c) Limitation on Exercise.  This Warrant may not be exercised
for a period of one hundred  eighty (180) days after the Issue Date.

                  (d) Failure to Deliver.  If by the third  business day after a
exercise of the warrant,  the Company  fails to deliver the  required  number of
shares of Common Stock in the manner  required  pursuant to Section 6(b), and if
after such third  business  day and prior to the  receipt  of such  shares,  the
Holder purchases (in an open market  transaction or otherwise)  shares of Common
Stock to deliver in satisfaction of a sale by the Holder of the shares of Common
Stock issuable upon exercise of the Warrant  ("Warrant  Share") which the Holder
anticipated  receiving  upon such exercise (a "Buy In"),  then the Company shall
(1) pay in cash to the  Holder  the  amount  by  which  (x) the  Holder's  total
purchase  price  (including  brokerage  commissions,  if any) for the  shares of
Common Stock so purchased exceeds (y) the amount obtained by multiplying (A) the
number of Warrant  Shares that the Company was required to deliver to the Holder
in  connection  with the  exercise  at issue by (B) the closing bid price of the
Common  Stock  at the  time of the  obligation  giving  rise  to  such  purchase
obligation and (2) at the option of the Holder,  either reinstate the portion of
the Warrant and equivalent  number of Warrant Shares for which such exercise was
not  honored or deliver to the Holder the number of shares of Common  Stock that
would have been issued had the Company  timely  complied  with its  exercise and
delivery  obligations  hereunder.  The Holder shall provide the Company  written
notice indicating the amounts payable to the Holder in respect of the Buy In.

                  (e) Remedies.  The Company's  obligations to issue and deliver
Warrant   Shares  in   accordance   with  the  terms  hereof  are  absolute  and
unconditional,  irrespective  of any action or inaction by the Holder to enforce
the same,  any  waiver or consent  with  respect to any  provision  hereof,  the
recovery of any  judgment  against any Person or any action to enforce the same,
or any setoff,  counterclaim,  recoupment,  limitation  or  termination,  or any
breach or alleged  breach by the Holder or any other Person of any obligation to
the Company or any  violation  or alleged  violation of law by the Holder or any
other Person,  and irrespective of any other  circumstance which might otherwise
limit  such  obligation  of the  Company to the  Holder in  connection  with the
issuance of Warrant  Shares.  Nothing  herein  shall  limit a Holder's  right to
pursue  any  other  remedies  available  to it  hereunder,  at law or in  equity
including,   without  limitation,   a  decree  of  specific  performance  and/or
injunctive  relief  with  respect to the  Company's  failure  to timely  deliver
certificates representing shares of Common Stock upon exercise of the Warrant as
required pursuant to the terms hereof.

         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

                                       3
<PAGE>

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 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.

                                       4
<PAGE>

         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 c/o
Company at 200 Cardinal Way,  Redwood City,  California  94063, or at such other
address or number as Holder shall have furnished to Company in writing, or if to
Company,  at 200 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 Delaware,  without regard
to the conflicts of law provisions of the State of Delaware.

         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.

         15. Limitation on Number of Warrant Shares. Notwithstanding anything to
the contrary  contained herein, the number of shares of Common Stock that may be
acquired  by the Holder  upon any  exercise of this  Warrant  (or  otherwise  in
respect  hereof)  shall be  limited  to the  extent  necessary  to insure  that,
following  such  exercise  (or other  issuance),  the total  number of shares of
Common Stock then  beneficially  owned by such Holder and its affiliates and any
other  persons  whose  beneficial  ownership of Common Stock would be aggregated
with the Holder's for purposes of Section 13(d) of the  Securities  Exchange Act
of 1934 ("Exchange  Act"),  does not exceed 9.999% of the total number of issued
and outstanding shares of Common Stock (including for such purpose the shares of
Common  Stock  issuable  upon  such  exercise).  For such  purposes,  beneficial
ownership  shall be determined in accordance  with Section 13(d) of the Exchange
Act and the rules and  regulations  promulgated  thereunder.  Each delivery of a
Form of Election to Purchase  hereunder will constitute a representation  by the
Holder that it has  evaluated  the  limitation  set forth in this  paragraph and
determined  that issuance of the full number of shares of Common Stock requested
in such Form of Election to Purchase is  permitted  under this  paragraph.  This
provision shall not restrict the number of shares of Common Stock which a Holder
may receive or  beneficially  own in order to determine the amount of securities
or other  consideration that such Holder may receive in the event of a merger or
other  business  combination  or  reclassification   involving  the  Company  as
contemplated in Section 9 of this Warrant.

                                       5
<PAGE>


IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly
authorized officer.

Dated February 21, 2003                       The 3DO Company




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

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



                                       6

<PAGE>


                          FORM OF ELECTION TO PURCHASE


                                                             Date: _____________

The 3DO Company
200 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 February ___, 2003 (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.

         By its delivery of this Form of Election To Purchase,  the  undersigned
represents  and  warrants to the Company  that in giving  effect to the exercise
evidenced hereby the Holder will not beneficially own in excess of the number of
shares of Common Stock  (determined  in  accordance  with  Section  13(d) of the
Securities  Exchange Act of 1934) permitted to be owned under Section 11 of this
Warrant to which this notice relates.

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


                                              Very truly yours,

                                              ______________ (name of purchaser)



                                             ___________________________________





<PAGE>

<TABLE>
<CAPTION>

                                                         Exercise Log

----------------------------- ---------------------------- ---------------------------- ----------------------------
<S>      <C>                  <C>                          <C>                          <C>
         Date                 Number of Warrant Shares     Number of Warrant Shares     Number of Warrant Shares
                              Available to be Exercised    Exercised                    Remaining to be Exercised
----------------------------- ---------------------------- ---------------------------- ----------------------------


















----------------------------- ---------------------------- ---------------------------- ----------------------------
</TABLE>

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