EXHIBIT 4.1

FORM OF WARRANT


THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE
ABSENCE OF (A) AN EFFECTIVE  REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE SECURITIES LAWS OR (B)
AN OPINION OF COUNSEL, IN A GENERALLY  ACCEPTABLE FORM, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR APPLICABLE  STATE SECURITIES LAWS OR (II) UNLESS SOLD
PURSUANT  TO RULE  144  UNDER  SAID  ACT.  NOTWITHSTANDING  THE  FOREGOING,  THE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.


                                 THE 3DO COMPANY

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.:_______________________________________Number of Shares:____________
Date of Issuance: December 10, 2001


THE 3DO COMPANY, a Delaware corporation (the "Company"),  hereby certifies that,
for  Ten  United   States   Dollars   ($10.00)   and  other  good  and  valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
____________________,  the registered holder hereof or its permitted assigns, is
entitled,  subject to the terms set forth  below,  to purchase  from the Company
upon  surrender  of this  Warrant,  at any time or  times  on or after  the date
hereof,  but not after 11:59 P.M.  Eastern  Standard Time on the Expiration Date
(as defined herein)  ________________  (_____________)  fully paid nonassessable
shares of Common  Stock (as  defined  herein) of the Company  [INSERT:  $300 per
Preferred Share purchased / by the average of the Weighted Average Prices of the
Common Stock on the 10 consecutive  trading days  preceding the Initial  Closing
Date] (the "Warrant  Shares") at the Warrant Exercise Price (as defined herein);
provided,  however,  that the  Company  shall not  effect the  exercise  of this
Warrant  and no holder of this  Warrant  shall have the right to  exercise  this
Warrant  to the extent  that  giving  effect to such  exercise  would  cause the
aggregate  number of shares of Common  Stock  beneficially  owned by such Person
(together  with  such  Person's   affiliates)  to  exceed  4.99%  of  the  total
outstanding shares of Common Stock following such exercise.  For purposes of the
foregoing  proviso,  the aggregate number of shares of Common Stock beneficially
owned by such Person (together with such Person's  affiliates) shall include the
number of shares of Common  Stock  issuable  upon  exercise of this Warrant with
respect to which the  determination  of such  proviso is being  made,  but shall
exclude the number of shares of Common  Stock  which would be issuable  upon (i)
exercise of the  remaining,  unexercised  portion of this  Warrant  beneficially
owned by such Person or any of its affiliates and (ii) exercise or conversion of
the  unexercised or unconverted  portion of any other  securities of the Company
(including,  without  limitation,  any warrants or convertible  preferred stock)
subject to a limitation on conversion  or exercise  analogous to the  limitation
contained  herein  beneficially  owned by


<PAGE>

such  Person or any of its  affiliates.  Except  as set  forth in the  preceding
sentence,  for  purposes  of  this  paragraph,  beneficial  ownership  shall  be
calculated in accordance  with Section 13(d) of the  Securities  Exchange Act of
1934, as amended.  For purposes of this Warrant,  in  determining  the number of
outstanding  shares  of  Common  Stock,  a  Person  may  rely on the  number  of
outstanding shares of Common Stock as reflected in (1) the Company's most recent
Form 10-Q,  Form 10-K or other  public  filing with the SEC, as the case may be,
(2) a more recent public announcement by the Company, or (3) any other notice by
the Company or its transfer  agent  setting forth the number of shares of Common
Stock outstanding.  For any reason at any time, upon the written or oral request
of any holder, the Company shall within two (2) Business Days confirm orally and
in  writing  to any such  holder  the  number of shares  of  Common  Stock  then
outstanding. In any case, the number of outstanding shares of Common Stock shall
be determined after giving effect to the conversion or exercise of securities of
the Company,  including the Preferred Shares and the Warrants, by such Person or
its  affiliates  and  the  issuance  of  Dividend  Shares  (as  defined  in  the
Certificate of Designations  (as defined below)) since the date as of which such
number of outstanding shares of Common Stock was reported.

         Section 1.

                  (a) Securities Purchase Agreement.  This Warrant is one of the
Warrants (the "Preferred Share  Warrants")  issued pursuant to Section 1 of that
certain  Securities  Purchase  Agreement dated as of December 7, 2001, among the
Company and the Persons (as defined below) referred to therein (the  "Securities
Purchase Agreement").

                  (b) Definitions. The following words and terms as used in this
Warrant shall have the following meanings:

         (i)  "Approved  Stock Plan" means any  employee  benefit plan which has
         been  approved by the Board of Directors  of the  Company,  pursuant to
         which the Company's securities may be issued to any employee,  officer,
         director or consultant for services provided to the Company.

         (ii) "Business Day" means any day other than Saturday,  Sunday or other
         day on which commercial banks in the City of New York are authorized or
         required by law to remain closed.

         (iii) "Certificate of Designations" means the Company's  Certificate of
         Designations,  Preferences  and  Rights  of the  Series  A  Convertible
         Preferred Stock.

         (iv) "Closing Sale Price" means,  for any security as of any date,  the
         last closing trade price for such  security on the Principal  Market as
         reported  by  Bloomberg  Financial  Markets  ("Bloomberg"),  or, if the
         Principal  Market begins to operate on an extended hours basis and does
         not  designate  the closing  trade price,  then the last trade price at
         4:00  p.m.,  New York City Time (or such  other  time as the  Principal
         Market  publicly  announces  is the  official  close  of  trading),  as
         reported by  Bloomberg,  or, if the  foregoing  do not apply,  the last
         closing trade price of such security in the over-the-counter  market on
         the  electronic  bulletin  board  for  such  security  as  reported  by
         Bloomberg,  or, if no closing trade price is reported for such security
         by Bloomberg,  the last closing ask price for such security as reported
         by  Bloomberg,  or, if no last  closing ask price is reported  for such
         security  by  Bloomberg,  the  average of the highest bid price and the
         lowest ask price of any market  makers for such security as reported in
         the "pink sheets" by the National


                                      -2-

<PAGE>

         Quotation  Bureau,  Inc. If the Closing Sale Price cannot be calculated
         for such  security  on such  date on any of the  foregoing  bases,  the
         Closing  Sale  Price of such  security  on such date  shall be the fair
         market value as mutually  determined  by the Company and the holders of
         the Preferred  Share Warrants  representing  at least a majority of the
         shares of Common Stock  issuable  upon the  exercise of such  Preferred
         Stock  Warrants  then  outstanding.  If the  Company and the holders of
         Preferred  Shares are unable to agree upon the fair market value of the
         Common Stock,  then such dispute shall be resolved  pursuant to Section
         2(a)  of  this  Warrant  with  the  term  "Closing  Sale  Price"  being
         substituted   for  the  term   "Weighted   Average   Price."  All  such
         determinations  to be  appropriately  adjusted for any stock  dividend,
         stock split or other similar transaction during such period.

         (v) "Common  Stock" means (i) the  Company's  common  stock,  par value
         $0.01 per share,  and (ii) any  capital  stock  into which such  Common
         Stock shall have been  changed or any capital  stock  resulting  from a
         reclassification of such Common Stock.

         (vi) "Common Stock Deemed  Outstanding"  means,  at any give time,  the
         number of shares of Common  Stock  actually  outstanding  at such time,
         plus the  number of shares of  Common  Stock  deemed to be  outstanding
         pursuant to Sections 8(b)(i) and 8(b) (ii) hereof regardless of whether
         the Options or  Convertible  Securities  are actually  exerciseable  or
         convertible  at such time,  but  excluding  any shares of Common  Stock
         owned  or  held  for  the  account  of the  Company  or  issuable  upon
         conversion of the Preferred Shares or the Preferred Share Warrants.

         (vii)  "Convertible  Securities"  means any stock or securities  (other
         than Options)  directly or indirectly  convertible into or exchangeable
         or exercisable for Common Stock.

         (viii)  "Expiration  Date"  means the date  three  (3)  years  from the
         Initial Closing Date (as defined in the Securities  Purchase Agreement)
         or, if such date does not fall on a  Business  Day or on a day on which
         trading  takes place on the principal  exchange or automated  quotation
         system on which the Common Stock is traded, then the next date Business
         Day.

         (ix) "Options"  means any rights,  warrants or options to subscribe for
         or purchase Common Stock or Convertible Securities.

         (x) "Other  Securities"  means (i) those warrants of the Company issued
         prior to, and  outstanding  on, the date of issuance  of this  Warrant,
         (ii) the  Preferred  Shares and (iii) the shares of Common Stock issued
         upon  conversion of the  Preferred  Shares or exercise of the Preferred
         Share Warrants.

         (xi) "Person"  means an  individual,  a limited  liability  company,  a
         partnership, a joint venture, a corporation, a trust, an unincorporated
         organization and a government or any department or agency thereof.

         (xii)  "Preferred  Shares" means the shares of the  Company's  Series A
         Convertible  Preferred Stock issued pursuant to the Securities Purchase
         Agreement.

         (xiii) "Principal  Market" means the Nasdaq National Market, or, if the
         Common  Stock is not traded on the  Nasdaq  National  Market,  then the
         principal securities exchange or trading market for the Common Stock.


                                      -3-

<PAGE>

         (xiv)  "Registration  Rights  Agreement"  means  that  agreement  dated
         December 7, 2001 by and among the  Company and the Persons  referred to
         therein.

         (xv) "Securities Act" means the Securities Act of 1933, as amended.

         (xvi) "Warrant" means this Warrant and all Warrants issued in exchange,
         transfer or replacement thereof.

         (xvii) "Warrant  Exercise Price" shall be equal to, with respect to any
         Warrant Share, 120% of the average of the Weighted Average Price of the
         Common  Stock  on  each  of  the  (10)  ten  consecutive  trading  days
         immediately  preceding the Initial Closing Date,  subject to adjustment
         as hereinafter provided.

         (xviii)  "Weighted  Average  Price"  means,  for any security as of any
         date, the dollar volume-weighted average price for such security on the
         Principal  Market  during the period  beginning at 9:30 a.m.,  New York
         City  Time  (or  such  other  time  as the  Principal  Market  publicly
         announces  is the official  open of trading),  and ending at 4:00 p.m.,
         New York City Time (or such other time as the Principal Market publicly
         announces is the official  close of trading),  as reported by Bloomberg
         through its "Volume at Price"  functions or, if the foregoing  does not
         apply, the dollar volume-weighted average price of such security in the
         over-the-counter  market  on the  electronic  bulletin  board  for such
         security  during the period  beginning at 9:30 a.m., New York City Time
         (or such other time as the Principal  Market publicly  announces is the
         official open of trading),  and ending at 4:00 p.m., New York City Time
         (or such other time as the Principal  Market publicly  announces is the
         official close of trading), as reported by Bloomberg,  or, if no dollar
         volume-weighted   average  price  is  reported  for  such  security  by
         Bloomberg for such hours,  the average of the highest closing bid price
         and the lowest  closing ask price of any of the market  makers for such
         security  as reported in the "pink  sheets" by the  National  Quotation
         Bureau,  Inc. If the Weighted  Average Price cannot be  calculated  for
         such security on such date on any of the foregoing  bases, the Weighted
         Average  Price of such  security  on such date shall be the fair market
         value as  mutually  determined  by the  Company  and the holders of the
         Preferred  Share  Warrants.  If the  Company  and  the  holders  of the
         Preferred Share Warrants are unable to agree upon the fair market value
         of the Common Stock,  then such dispute  shall be resolved  pursuant to
         Section  2(a)  below.  All  such  determinations  to  be  appropriately
         adjusted for any stock  dividend,  stock split,  stock  combination  or
         other similar transaction during such period.

         Section 2.        Exercise of Warrant.

                  (a) Subject to the terms and conditions  hereof,  this Warrant
may be  exercised  by the  holder  hereof  then  registered  on the books of the
Company,  in whole or in part,  at any time on any  Business Day on or after the
opening of business  on the date  hereof and prior to 11:59 P.M.,  New York City
Time, on the Expiration Date by (i) delivery of a written notice, in the form of
the exercise  notice  attached as Exhibit A hereto (the "Exercise  Notice"),  of
such holder's election to exercise this Warrant,  which notice shall specify the
number of Warrant Shares to be purchased,  (ii) (A) payment to the Company of an
amount equal to the Warrant  Exercise Price  multiplied by the number of Warrant
Shares as to which this  Warrant is being  exercised  (the  "Aggregate  Exercise
Price") by wire  transfer  of  immediately  available  funds (or by check if the
Company  has  not  provided  the  holder  of this  Warrant  with  wire  transfer
instructions for such payment) or (B) notifying the Company that this Warrant is
being  exercised


                                      -4-

<PAGE>

pursuant  to a Cashless  Exercise  (as defined in Section  2(e)),  and (iii) the
surrender to a common  carrier for overnight  delivery to the Company as soon as
practicable following such date, this Warrant (or an indemnification undertaking
with  respect to this  Warrant in the case of its loss,  theft or  destruction);
provided,  that if such  Warrant  Shares are to be issued in any name other than
that of the registered  holder of this Warrant,  such issuance shall be deemed a
transfer and the  provisions of Section 7 shall be  applicable.  In the event of
any exercise of the rights  represented by this Warrant in compliance  with this
Section 2(a),  the Company shall on the second (2nd)  Business Day (the "Warrant
Share Delivery Date")  following the date of its receipt of the Exercise Notice,
the Aggregate  Exercise Price (or notice of Cashless  Exercise) and this Warrant
(or an  indemnification  undertaking with respect to this Warrant in the case of
its  loss,  theft or  destruction)  (the  "Exercise  Delivery  Documents"),  (A)
provided the transfer agent is  participating  in The  Depository  Trust Company
("DTC") Fast Automated  Securities Transfer Program and provided that the holder
is eligible to receive  shares  through  DTC,  credit such  aggregate  number of
shares of Common  Stock to which the holder shall be entitled to the holder's or
its designee's  balance  account with DTC through its Deposit  Withdrawal  Agent
Commission  system or (B) issue and deliver to the address as  specified  in the
Exercise  Notice,  a  certificate,  registered  in the name of the holder or its
designee,  for the number of shares of Common Stock to which the holder shall be
entitled.  Upon  delivery of the Exercise  Notice and Aggregate  Exercise  Price
referred to in clause (ii)(A) above or notification to the Company of a Cashless
Exercise referred to in Section 2(e), the holder of this Warrant shall be deemed
for all  corporate  purposes  to have become the holder of record of the Warrant
Shares with respect to which this Warrant has been  exercised,  irrespective  of
the date of  delivery of this  Warrant as required by clause  (iii) above or the
certificates  evidencing such Warrant Shares. In the case of a dispute as to the
determination  of the Warrant  Exercise Price,  the Weighted  Average Price of a
security or the  arithmetic  calculation  of the number of Warrant  Shares,  the
Company shall  promptly issue to the holder the number of shares of Common Stock
that is not disputed and shall submit the disputed  determinations or arithmetic
calculations to the holder via facsimile  within one (1) Business Day of receipt
of the  holder's  Exercise  Notice.  If the holder and the Company are unable to
agree upon the determination of the Warrant Exercise Price, the Weighted Average
Price or arithmetic  calculation  of the number of Warrant Shares within one (1)
Business Day of such  disputed  determination  or arithmetic  calculation  being
submitted to the holder, then the Company shall immediately submit via facsimile
(i) the disputed  determination  of the Warrant  Exercise  Price or the Weighted
Average Price to an independent,  reputable  investment banking firm or (ii) the
disputed  arithmetic  calculation  of  the  number  of  Warrant  Shares  to  its
independent,  outside accountant. The Company shall cause the investment banking
firm or the  accountant,  as the case may be, to perform the  determinations  or
calculations  and notify the Company and the holder of the results no later than
forty-eight (48) hours from the time it receives the disputed  determinations or
calculations.  Such investment  banking firm's or accountant's  determination or
calculation,  as the case may be,  shall be deemed  conclusive  absent  manifest
error.

                  (b) Unless the rights  represented  by this Warrant shall have
expired  or shall have been  fully  exercised,  the  Company  shall,  as soon as
practicable and in no event later than five (5) Business Days after any exercise
(the  "Warrant  Delivery  Date")  and at its own  expense,  issue a new  Warrant
identical in all respects to this Warrant  exercised  except it shall  represent
rights to purchase the number of Warrant Shares purchasable immediately prior to
such exercise under this Warrant, less the number of Warrant Shares with respect
to which such Warrant is exercised.


                                      -5-

<PAGE>

                  (c) No fractional shares of Common Stock are to be issued upon
the  exercise of this  Warrant,  but rather the number of shares of Common Stock
issued upon  exercise of this Warrant shall be rounded up or down to the nearest
whole number.

                  (d) If the Company  shall fail for any reason or for no reason
to issue to the holder within three (3) Business Days of receipt of the Exercise
Delivery  Documents,  a certificate  for the number of shares of Common Stock to
which the holder is entitled or to credit the holder's  balance account with DTC
for such number of shares of Common  Stock to which the holder is entitled  upon
the holder's  exercise of this Warrant or a new Warrant for the number of shares
of Common  Stock to which such  holder is  entitled  pursuant  to  Section  2(b)
hereof,  the Company shall, in addition to any other remedies under this Warrant
or the  Securities  Purchase  Agreement or  otherwise  available to such holder,
including  any  indemnification  under  Section  8 of  the  Securities  Purchase
Agreement,  pay as  additional  damages in cash to such holder on each day after
the Warrant Share Delivery Date such exercise is not timely effected and/or each
day after the Warrant  Delivery Date such Warrant is not delivered,  as the case
may be, in an amount  equal to 0.5% of the  product of (I) the sum of the number
of shares of Common  Stock not issued to the  holder on or prior to the  Warrant
Share  Delivery  Date and to which such holder is entitled and, in the event the
Company has failed to deliver a Warrant to the holder on or prior to the Warrant
Delivery  Date,  the number of shares of Common Stock  issuable upon exercise of
the Warrant as of the Warrant  Delivery  Date and (II) the Closing Sale Price of
the Common Stock on the Warrant Share  Delivery Date, in the case of the failure
to deliver Common Stock, or the Warrant Delivery Date, in the case of failure to
deliver a Warrant, as the case may be.

                  (e) If, despite the Company's obligations under the Securities
Purchase Agreement and the Registration Rights Agreement,  the Warrant Shares to
be issued are not registered and available for resale pursuant to a registration
statement in accordance with the Registration Rights Agreement, including during
a  Grace  Period  (as  defined  in  the  Registration  Rights  Agreement),  then
notwithstanding  anything  contained herein to the contrary,  the holder of this
Warrant may, at its election  exercised in its sole  discretion,  exercise  this
Warrant in whole or in part and,  in lieu of making the cash  payment  otherwise
contemplated  to be made to the  Company  upon such  exercise  in payment of the
Aggregate  Exercise Price,  elect instead to receive upon such exercise the "Net
Number" of shares of Common Stock determined  according to the following formula
(a "Cashless Exercise"):

         Net Number = (A x B) - (A x C)
                      -----------------
                              B
                  For purposes of the foregoing formula:

                           A= the total  number of shares with  respect to which
                           this Warrant is then being exercised.

                           B= the Closing  Sale Price of the Common Stock on the
                           date  immediately  preceding the date of the exercise
                           notice.

                           C= the Warrant  Exercise Price then in effect for the
                           applicable   Warrant  Shares  at  the  time  of  such
                           exercise.

         Section 3. Covenants as to Common Stock.  The Company hereby  covenants
and agrees as follows:


                                      -6-

<PAGE>

                  (a) This Warrant is, and any Warrants  issued in  substitution
for or  replacement  of this Warrant will upon issuance be, duly  authorized and
validly issued.

                  (b) All Warrant  Shares  which may be issued upon the exercise
of the rights  represented  by this  Warrant  will,  upon  issuance,  be validly
issued,  fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issue thereof.

                  (c) During the period within which the rights  represented  by
this Warrant may be exercised, the Company will at all times have authorized and
reserved at least 100% of the number of shares of Common Stock needed to provide
for the  exercise of the rights  then  represented  by this  Warrant and the par
value of said shares  will at all times be less than or equal to the  applicable
Warrant Exercise Price.

                  (d) The  Company  shall  promptly  secure  the  listing of the
shares of Common Stock issuable upon exercise of this Warrant upon each national
securities  exchange or automated quotation system, if any, upon which shares of
Common  Stock are then  listed  (subject to  official  notice of  issuance  upon
exercise of this  Warrant)  and shall  maintain,  so long as any other shares of
Common Stock shall be so listed, such listing of all shares of Common Stock from
time to time issuable  upon the exercise of this Warrant;  and the Company shall
so list on each national  securities  exchange or automated quotation system, as
the case may be, and shall maintain such listing of, any other shares of capital
stock of the Company  issuable  upon the exercise of this Warrant if and so long
as any  shares of the same  class  shall be listed on such  national  securities
exchange or automated quotation system.

                  (e) The Company will not, by amendment of its  Certificate  of
Incorporation or through any reorganization,  transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed  or  performed  by it  hereunder,  but will at all times in good  faith
assist in the  carrying  out of all the  provisions  of this  Warrant and in the
taking of all such action as may  reasonably  be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other  impairment,  consistent with the tenor and purpose of
this Warrant.  No impairment of the designations,  preferences and rights of the
Preferred Shares  contained in the Company's  Certificate of Designations or any
waiver thereof which has an adverse effect on the rights granted hereunder shall
be given effect until the Company has taken appropriate action  (satisfactory to
the holders of Preferred Share Warrants  representing at least a majority of the
shares of Common  Stock  issuable  upon the  exercise  of such  Preferred  Share
Warrants  then  outstanding)  to avoid such adverse  effect with respect to this
Warrant.  Without limiting the generality of the foregoing, the Company (i) will
not  increase the par value of any shares of Common  Stock  receivable  upon the
exercise of this Warrant above the Warrant  Exercise  Price then in effect,  and
(ii) will take all such actions as may be necessary or appropriate in order that
the Company may validly and legally issue fully paid and nonassessable shares of
Common Stock upon the exercise of this Warrant.

                  (f) This Warrant will be binding upon any entity succeeding to
the Company by merger,  consolidation or acquisition of all or substantially all
of the Company's assets.

         Section 4. Taxes.  The Company shall pay any and all taxes which may be
payable  with  respect to the  issuance  and  delivery  of Warrant  Shares  upon
exercise of this Warrant.


                                      -7-

<PAGE>

         Section 5. Warrant Holder Not Deemed a Stockholder. Except as otherwise
specifically  provided  herein,  no holder,  as such,  of this Warrant  shall be
entitled to vote or receive  dividends  or be deemed the holder of shares of the
Company  for any  purpose,  nor shall  anything  contained  in this  Warrant  be
construed  to confer  upon the holder  hereof,  as such,  any of the rights of a
stockholder of the Company or any right to vote, give or withhold consent to any
corporate action (whether any reorganization,  issue of stock,  reclassification
of stock,  consolidation,  merger,  conveyance or otherwise),  receive notice of
meetings,  receive dividends or subscription rights, or otherwise,  prior to the
issuance to the holder of this Warrant of the Warrant  Shares which he or she is
then  entitled to receive  upon the due exercise of this  Warrant.  In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities
on such holder to purchase  any  securities  (upon  exercise of this  Warrant or
otherwise)  or as a stockholder  of the Company,  whether such  liabilities  are
asserted by the Company or by  creditors of the  Company.  Notwithstanding  this
Section 5, the Company  will  provide the holder of this  Warrant with copies of
the same notices and other  information given to the stockholders of the Company
generally, contemporaneously with the giving thereof to the stockholders.

         Section 6.  Representations of Holder.  The holder of this Warrant,  by
the  acceptance  hereof,  represents  that it is acquiring  this Warrant and the
Warrant  Shares  for its own  account  for  investment  only and not with a view
towards,  or for resale in connection  with, the public sale or  distribution of
this  Warrant or the Warrant  Shares,  except  pursuant to sales  registered  or
exempted  under the  Securities  Act;  provided,  however,  that by  making  the
representations herein, the holder does not agree to hold this Warrant or any of
the Warrant Shares for any minimum or other specific term and reserves the right
to dispose of this Warrant and the Warrant Shares at any time in accordance with
or pursuant to a  registration  statement or an exemption  under the  Securities
Act. The holder of this Warrant further represents,  by acceptance hereof, that,
as of this date, such holder is an "accredited investor" as such term is defined
in Rule  501(a)(3) of Regulation D promulgated  by the  Securities  and Exchange
Commission under the Securities Act (an "Accredited Investor"). Upon exercise of
this Warrant,  other than pursuant to a Cashless Exercise,  the holder shall, if
requested  by the Company,  confirm in writing,  in a form  satisfactory  to the
Company, representations concerning the Warrant Shares in substantially the form
of the  first  sentence  of this  Section  6. If such  holder  cannot  make such
representations  because  they  would  be  factually  incorrect,  it  shall be a
condition to such holder's  exercise of this  Warrant,  other than pursuant to a
Cashless  Exercise,  that the Company receive such other  representations as the
Company considers  reasonably  necessary to assure the Company that the issuance
of its  securities  upon  exercise of this Warrant  shall not violate any United
States or state securities laws.

         Section 7. Ownership and Transfer.

                  (a) The  Company  shall  maintain at its  principal  executive
offices (or such other  office or agency of the Company as it may  designate  by
notice to the holder hereof), a register for this Warrant,  in which the Company
shall  record the name and address of the person in whose name this  Warrant has
been issued, as well as the name and address of each transferee. The Company may
treat the person in whose name any Warrant is  registered on the register as the
owner and holder  thereof for all  purposes,  notwithstanding  any notice to the
contrary,  but in all events  recognizing  any transfers made in accordance with
the terms of this Warrant.

                  (b) This  Warrant and the rights  granted  hereunder  shall be
assignable by the holder hereof without the consent of the Company.


                                      -8-

<PAGE>

                  (c) The Company is obligated  to register  the Warrant  Shares
for  resale  under  the  Securities  Act  pursuant  to the  Registration  Rights
Agreement and the initial holder of this Warrant (and certain assignees thereof)
is entitled to the  registration  rights in respect of the Warrant Shares as set
forth in the Registration Rights Agreement.

         Section 8.  Adjustment of Warrant  Exercise Price and Number of Shares.
The Warrant  Exercise  Price and the number of shares of Common  Stock  issuable
upon exercise of this Warrant shall be adjusted from time to time as follows:

                  (a) Adjustment of Warrant  Exercise Price and Number of Shares
upon Issuance of Common Stock.  If and whenever on or after the date of issuance
of this  Warrant,  the Company  issues or sells,  or is deemed to have issued or
sold,  any shares of Common Stock  (including  the issuance or sale of shares of
Common Stock owned or held by or for the account of the Company,  but  excluding
shares of Common  Stock  issued or deemed to have been issued by the Company (A)
to any  employee,  officer,  director or consultant of the Company in connection
with an  Approved  Stock Plan,  (B) upon  exercise  or  conversion  of the Other
Securities,  (C) in a firm  commitment,  underwritten  public  offering with net
proceeds  to the  Company of at least  $25,000,000  or (D)  pursuant to warrants
issued to Gerard Klauer Mattison in connection with services  provided by Gerard
Klauer  Mattison  in  connection  with  the  transactions  contemplated  by  the
Securities Purchase Agreement; provided that such warrants are not amended after
the  issuance  thereof and provided  that no more than 312,424  shares of Common
Stock (as  appropriately  adjusted for any stock split,  stock  dividend,  stock
combination  or other  similar  transaction)  are  issuable  or issued  pursuant
thereto)  for a  consideration  per  share  less than a price  (the  "Applicable
Price") equal to the Warrant Exercise Price in effect  immediately prior to such
issuance or sale, then immediately after such issue or sale the Warrant Exercise
Price then in effect  shall be reduced to an amount  equal to the product of (x)
the Warrant Exercise Price in effect immediately prior to such issue or sale and
(y) the quotient  determined by dividing (1) the sum of (I) the product  derived
by  multiplying  the  Applicable  Price by the number of shares of Common  Stock
Deemed  Outstanding  immediately  prior to such  issue or  sale,  plus  (II) the
consideration,  if any,  received by the Company upon such issue or sale, by (2)
the product derived by multiplying  the (I) Applicable  Price by (II) the number
of shares of Common Stock  Deemed  Outstanding  immediately  after such issue or
sale.

                  (b) Effect on Warrant  Exercise Price of Certain  Events.  For
purposes of determining the adjusted  Warrant  Exercise Price under Section 8(a)
above, the following shall be applicable:

         (i)  Issuance  of  Options.  If the  Company in any  manner  grants any
         Options  and the  lowest  price per share for which one share of Common
         Stock  is  issuable  upon  the  exercise  of any  such  Option  or upon
         conversion, exchange or exercise of any Convertible Securities issuable
         upon  exercise  of any such Option is less than the  Applicable  Price,
         then such share of Common Stock shall be deemed to be  outstanding  and
         to have been issued and sold by the Company at the time of the granting
         or sale of such Option for such price per share.  For  purposes of this
         Section  8(b)(i),  the  "lowest  price per share for which one share of
         Common  Stock  is  issuable  upon  exercise  of  such  Options  or upon
         conversion,  exchange or exercise of such Convertible Securities" shall
         be equal to the sum of the  lowest  amounts of  consideration  (if any)
         received or  receivable by the Company with respect to any one share of
         Common Stock upon the granting or sale of the Option,  upon exercise of
         the Option and upon conversion, exchange or exercise of any Convertible
         Security issuable upon exercise of such Option.  No further  adjustment
         of


                                      -9-

<PAGE>

         the Warrant  Exercise  Price shall be made upon the actual  issuance of
         such Common Stock or of such  Convertible  Securities upon the exercise
         of such  Options or upon the actual  issuance of such Common Stock upon
         conversion, exchange or exercise of such Convertible Securities.

         (ii) Issuance of Convertible  Securities.  If the Company in any manner
         issues or sells any  Convertible  Securities  and the lowest  price per
         share  for  which  one  share of  Common  Stock is  issuable  upon such
         conversion,  exchange or exercise  thereof is less than the  Applicable
         Price,  then  such  share  of  Common  Stock  shall  be  deemed  to  be
         outstanding and to have been issued and sold by the Company at the time
         of the issuance or sale of such  Convertible  Securities for such price
         per share. For the purposes of this Section 8(b)(ii), the "lowest price
         per share for which  one share of Common  Stock is  issuable  upon such
         conversion,  exchange  or  exercise"  shall  be equal to the sum of the
         lowest amounts of consideration  (if any) received or receivable by the
         Company  with respect to one share of Common Stock upon the issuance or
         sale of the  Convertible  Security  and upon  conversion,  exchange  or
         exercise of such  Convertible  Security.  No further  adjustment of the
         Warrant  Exercise Price shall be made upon the actual  issuance of such
         Common  Stock  upon   conversion   or  exchange  of  such   Convertible
         Securities,  and  if  any  such  issue  or  sale  of  such  Convertible
         Securities is made upon exercise of any Options for which adjustment of
         the Warrant Exercise Price had been or are to be made pursuant to other
         provisions of this Section  8(b), no further  adjustment of the Warrant
         Exercise Price shall be made by reason of such issue or sale.

         (iii)  Change in Option  Price or Rate of  Conversion.  If the purchase
         price  provided for in any Options,  the additional  consideration,  if
         any, payable upon the issue,  conversion or exchange of any Convertible
         Securities,  or the rate at which any Options or Convertible Securities
         are convertible  into or  exchangeable  for Common Stock changes at any
         time,  the Warrant  Exercise Price in effect at the time of such change
         shall be adjusted to the Warrant  Exercise  Price which would have been
         in effect  at such  time had such  Options  or  Convertible  Securities
         provided for such changed purchase price,  additional  consideration or
         changed  conversion  rate,  as the case may be,  at the time  initially
         granted,  issued or sold and the  number  of  shares  of  Common  Stock
         acquirable hereunder shall be correspondingly  readjusted. For purposes
         of this Section  8(b)(iii),  if the terms of any Option or  Convertible
         Security  that  was  outstanding  as of the  date of  issuance  of this
         Warrant  are  changed  in  the  manner  described  in  the  immediately
         preceding  sentence,  then such Option or Convertible  Security and the
         Common Stock deemed  issuable  upon  exercise,  conversion  or exchange
         thereof  shall be  deemed  to have  been  issued as of the date of such
         change.  No adjustment shall be made if such adjustment would result in
         an increase of the Warrant Exercise Price then in effect.

                  (c) Effect on Warrant  Exercise Price of Certain  Events.  For
purposes of determining the adjusted  Warrant Exercise Price under Sections 8(a)
and 8(b), the following shall be applicable:

         (i) Calculation of Consideration Received. In case any Option is issued
         in  connection  with  the  issue  or sale of  other  securities  of the
         Company,  together  comprising one  integrated  transaction in which no
         specific  consideration  is  allocated  to such  Options by the parties
         thereto,  the  Options  will  be  deemed  to  have  been  issued  for a
         consideration  of $.01.  If any Common  Stock,  Options or  Convertible
         Securities are issued or sold or deemed to have been issued or sold for
         cash, the consideration  received therefor will be deemed


                                      -10-

<PAGE>

         to be the net amount  received by the Company  therefor.  If any Common
         Stock,  Options  or  Convertible  Securities  are  issued or sold for a
         consideration  other  than  cash,  the  amount  of  such  consideration
         received by the Company  will be the fair value of such  consideration,
         except where such consideration consists of marketable  securities,  in
         which case the amount of consideration  received by the Company will be
         the  arithmetic   average  of  the  Weighted  Average  Prices  of  such
         securities  during the ten (10) consecutive  trading days ending on the
         date of receipt of such  securities.  If any Common  Stock,  Options or
         Convertible  Securities  are issued to the owners of the  non-surviving
         entity  in  connection  with any  merger in which  the  Company  is the
         surviving entity,  the amount of consideration  therefor will be deemed
         to be the fair value of such  portion of the net assets and business of
         the  non-surviving  entity as is  attributable  to such  Common  Stock,
         Options or Convertible  Securities,  as the case may be. The fair value
         of any  consideration  other than cash or securities will be determined
         jointly by the  Company  and the holders of  Preferred  Share  Warrants
         representing  at  least  a  majority  of the  shares  of  Common  Stock
         obtainable   upon  exercise  of  the  Preferred   Share  Warrants  then
         outstanding.  If such parties are unable to reach agreement  within ten
         (10) days after the  occurrence of an event  requiring  valuation  (the
         "Valuation  Event"),  the  fair  value  of such  consideration  will be
         determined  within five (5)  Business  Days after the tenth  (10th) day
         following the Valuation  Event by an independent,  reputable  appraiser
         jointly  selected by the Company  and the  holders of  Preferred  Share
         Warrants representing at least a majority of the shares of Common Stock
         obtainable   upon  exercise  of  the  Preferred   Share  Warrants  then
         outstanding.  The  determination  of such appraiser  shall be final and
         binding upon all parties absent error and the fees and expenses of such
         appraiser shall be borne by the Company.

         (ii)  Record  Date.  If the  Company  takes a record of the  holders of
         Common  Stock  for the  purpose  of  entitling  them (1) to  receive  a
         dividend or other distribution  payable in Common Stock,  Options or in
         Convertible  Securities  or (2) to  subscribe  for or  purchase  Common
         Stock, Options or Convertible Securities, then such record date will be
         deemed  to be the date of the  issue or sale of the  shares  of  Common
         Stock deemed to have been issued or sold upon the  declaration  of such
         dividend  or the making of such other  distribution  or the date of the
         granting of such right of subscription or purchase, as the case may be.

                  (d) Adjustment of Warrant  Exercise Price upon  Subdivision or
Combination  of  Common  Stock.  If the  Company  at any time  after the date of
issuance  of this  Warrant  subdivides  (by any  stock  split,  stock  dividend,
recapitalization  or otherwise) one or more classes of its outstanding shares of
Common  Stock into a greater  number of shares,  the Warrant  Exercise  Price in
effect immediately prior to such subdivision will be proportionately reduced and
the number of shares of Common Stock  obtainable  upon  exercise of this Warrant
will be proportionately  increased. If the Company at any time after the date of
issuance  of this  Warrant  combines  (by  combination,  reverse  stock split or
otherwise) one or more classes of its outstanding  shares of Common Stock into a
smaller number of shares, the Warrant Exercise Price in effect immediately prior
to such combination will be  proportionately  increased and the number of shares
of Common Stock obtainable upon exercise of this Warrant will be proportionately
decreased.  Any adjustment under this Section 8(d) shall become effective at the
close of business on the date the subdivision or combination becomes effective

                  (e)  Distribution  of Assets.  If the Company shall declare or
make any dividend or other  distribution of its assets (or rights to acquire its
assets)  to holders of Common


                                      -11-

<PAGE>

Stock, by way of return of capital or otherwise (including,  without limitation,
any distribution of cash, stock or other securities,  property or options by way
of a dividend,  spin off,  reclassification,  corporate  rearrangement  or other
similar transaction) (a "Distribution"),  at any time after the issuance of this
Warrant, then, in each such case:

         (i) the Warrant Exercise Price in effect immediately prior to the close
         of business on the record date fixed for the  determination  of holders
         of Common Stock entitled to receive the Distribution  shall be reduced,
         effective as of the close of business on such record  date,  to a price
         determined by multiplying  such Warrant Exercise Price by a fraction of
         which (A) the  numerator  shall be the Closing Sale Price of the Common
         Stock on the trading day  immediately  preceding such record date minus
         the  value of the  Distribution  (as  determined  in good  faith by the
         Company's Board of Directors)  applicable to one share of Common Stock,
         and (B) the  denominator  shall be the Closing Sale Price of the Common
         Stock on the trading day immediately preceding such record date; and

         (ii) either (A) the number of Warrant Shares  obtainable  upon exercise
         of this  Warrant  shall be increased to a number of shares equal to the
         number of shares of Common Stock  obtainable  immediately  prior to the
         close of  business on the record  date fixed for the  determination  of
         holders of Common Stock entitled to receive the Distribution multiplied
         by the  reciprocal  of  the  fraction  set  forth  in  the  immediately
         preceding  clause (i), or (B) in the event that the  Distribution is of
         common  stock of a company  whose  common stock is traded on a national
         securities  exchange or a national automated quotation system, then the
         holder of this Warrant shall receive an additional  warrant to purchase
         Common  Stock,  the terms of which shall be  identical to those of this
         Warrant,  except that such warrant shall be exercisable into the amount
         of the  assets  that  would  have been  payable  to the  holder of this
         Warrant  pursuant to the  Distribution  had the holder  exercised  this
         Warrant  immediately  prior to such  record  date and with an  exercise
         price equal to the amount by which the  exercise  price of this Warrant
         was decreased with respect to the Distribution pursuant to the terms of
         the immediately preceding clause (i).

                  (f)  Certain   Events.   If  any  event  occurs  of  the  type
contemplated by the provisions of this Section 8 but not expressly  provided for
by such  provisions  (including,  without  limitation,  the  granting  of  stock
appreciation rights, phantom stock rights or other rights with equity features),
then the Company's Board of Directors will make an appropriate adjustment in the
Warrant  Exercise Price and the number of shares of Common Stock obtainable upon
exercise  of this  Warrant  so as to protect  the  rights of the  holders of the
Preferred  Share  Warrants;  provided that no such  adjustment will increase the
Warrant  Exercise  Price or  decrease  the  number of  shares  of  Common  Stock
obtainable as otherwise determined pursuant to this Section 8.

                  (g) Notices.

         (i) Immediately  upon any adjustment of the Warrant Exercise Price, the
         Company will give written notice thereof to the holder of this Warrant,
         setting forth in reasonable detail, and certifying,  the calculation of
         such adjustment.

         (ii) The Company will give written notice to the holder of this Warrant
         at least twenty (20) days prior to the date on which the Company closes
         its  books or  takes a  record  (A) with  respect  to any  dividend  or
         distribution  upon the Common  Stock,  (B) with respect to


                                      -12-

<PAGE>

         any pro rata  subscription  offer to holders of Common Stock or (C) for
         determining  rights to vote with  respect  to any  Organic  Change  (as
         defined  below),   dissolution  or  liquidation,   provided  that  such
         information  shall  be  made  known  to  the  public  prior  to  or  in
         conjunction with such notice being provided to such holder.

         (iii) The Company will also give  written  notice to the holder of this
         Warrant  at least  twenty  (20)  days  prior  to the date on which  any
         Organic Change,  dissolution or liquidation  will take place,  provided
         that such information  shall be made known to the public prior to or in
         conjunction with such notice being provided to such holder.

         Section   9.   Purchase   Rights;   Reorganization,   Reclassification,
Consolidation,  Merger or Sale. (a) In addition to any  adjustments  pursuant to
Section 8 above, if at any time the Company grants, issues or sells any Options,
Convertible  Securities  or rights to purchase  stock,  warrants,  securities or
other  property pro rata to the record holders of any class of Common Stock (the
"Purchase Rights"), then the holder of this Warrant will be entitled to acquire,
upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights
which such  holder  could have  acquired  if such  holder had held the number of
shares of  Common  Stock  acquirable  upon  complete  exercise  of this  Warrant
immediately  before the date on which a record is taken for the grant,  issuance
or sale of such Purchase Rights,  or, if no such record is taken, the date as of
which the record  holders of Common  Stock are to be  determined  for the grant,
issue or sale of such Purchase Rights.

                  (b) Any  recapitalization,  reorganization,  reclassification,
consolidation,  merger, sale of all or substantially all of the Company's assets
to another  Person or other  transaction  which is  effected  in such a way that
holders  of Common  Stock are  entitled  to  receive  (either  directly  or upon
subsequent  liquidation)  stock,  securities  or assets  with  respect  to or in
exchange  for Common Stock is referred to herein as "Organic  Change."  Prior to
the  consummation of any (i) sale of all or  substantially  all of the Company's
assets to an acquiring  Person or (ii) other Organic Change  following which the
Company is not a  surviving  entity,  the  Company  will  secure from the Person
purchasing  such assets or the successor  resulting from such Organic Change (in
each case,  the  "Acquiring  Entity")  written  agreement (in form and substance
satisfactory to the holders of Preferred Share Warrants  representing at least a
majority of the shares of Common Stock obtainable upon exercise of the Preferred
Share Warrants then  outstanding)  to deliver to each holder of Preferred  Share
Warrants in exchange  for such  Warrants,  a security  of the  Acquiring  Entity
evidenced by a written instrument substantially similar in form and substance to
this Warrant and  satisfactory  to the holders of the Preferred  Share  Warrants
(including, an adjusted warrant exercise price equal to the value for the Common
Stock  reflected  by the  terms  of such  consolidation,  merger  or  sale,  and
exercisable for a corresponding  number of shares of Common Stock acquirable and
receivable upon exercise of the Preferred Share Warrants  (without regard to any
limitations  on  exercises),  if the value so reflected is less than the Warrant
Exercise  Price in effect  immediately  prior to such  consolidation,  merger or
sale).  Prior to the consummation of any other Organic Change, the Company shall
make appropriate provision (in form and substance satisfactory to the holders of
Preferred  Share  Warrants  representing  at least a  majority  of the shares of
Common Stock  obtainable  upon  exercise of the  Preferred  Share  Warrants then
outstanding)  to insure that each of the holders of the Preferred Share Warrants
will  thereafter have the right to acquire and receive in lieu of or in addition
to (as the case may be) the  shares  of  Common  Stock  immediately  theretofore
acquirable and  receivable  upon the exercise of such holder's  Preferred  Share
Warrants (without regard to any limitations on exercises), such shares of stock,
securities  or assets  that  would have been  issued or payable in such  Organic
Change with  respect to or in


                                      -13-

<PAGE>

exchange  for the  number  of  shares  of Common  Stock  which  would  have been
acquirable and receivable  upon the exercise of such holder's  Warrant as of the
date of such Organic  Change  (without  taking into account any  limitations  or
restrictions on the exerciseability of this Warrant).

         Section 10.  Lost,  Stolen,  Mutilated or  Destroyed  Warrant.  If this
Warrant is lost, stolen,  mutilated or destroyed, the Company shall promptly, on
receipt  of an  indemnification  undertaking  (or in  the  case  of a  mutilated
Warrant,  the Warrant),  issue a new warrant of like  denomination  and tenor as
this Warrant so lost, stolen, mutilated or destroyed.

         Section  11.   Notice.   Any  notices,   consents,   waivers  or  other
communications required or permitted to be given under the terms of this Warrant
must be in writing and will be deemed to have been delivered:  (i) upon receipt,
when delivered  personally;  (ii) upon receipt, when sent by facsimile (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending party);  or (iii) one (1) Business Day after deposit
with a nationally  recognized  overnight delivery service, in each case properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:


                  If to the Company:

                           The 3DO Company
                           100 Cardinal Way
                           Redwood City, California 94063
                           Telephone: (650) 385-3000
                           Facsimile: (650) 385-3184
                           Attention: Chief Executive Officer

                  With copy to:

                  Wilson Sonsini Goodrich & Rosati
                           650 Page Mill Road
                           Palo Alto, CA 94304
                           Telephone: (650) 493-9300
                           Facsimile: (650) 493-6811
                           Attention: Neil Wolff, Esq.
                                      Yoichiro Taku, Esq.

If to a holder of this Warrant,  to it at the address and  facsimile  number set
forth on the Schedule of Buyer to the Securities Purchase Agreement, with copies
to such holder's  representatives  as set forth on such Schedule of Buyer, or at
such other  address and  facsimile as shall be delivered to the Company upon the
issuance or transfer of this Warrant.  Each party shall provide five days' prior
written notice to the other party of any change in address or facsimile  number.
Written  confirmation  of receipt  (A) given by the  recipient  of such  notice,
consent,  waiver or other  communication,  (B)  mechanically  or  electronically
generated by the sender's facsimile machine containing the time, date, recipient
facsimile  number  and an image of the first  page of such  transmission  or (C)
provided  by  a  nationally  recognized  overnight  delivery  service  shall  be
rebuttable evidence of personal service,  receipt by facsimile or receipt from a
nationally  recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively.


                                      -14-

<PAGE>

         Section  12.  Amendments.  This  Warrant  and any  term  hereof  may be
changed,  waived,  discharged,  or  terminated  only by an instrument in writing
signed by the party or holder hereof  against which  enforcement of such change,
waiver, discharge or termination is sought.

         Section 13.  Limitation on Number of Warrant Shares.  The Company shall
not be  obligated to issue any Warrant  Shares upon  exercise of this Warrant if
the  issuance of such  shares of Common  Stock would cause the Company to exceed
that number of shares of Common Stock which the Company may issue upon  exercise
of this Warrant (the "Exchange Cap") without breaching the Company's obligations
under  the  rules or  regulations  of the  Principal  Market,  except  that such
limitation  shall  not apply in the  event  that the  Company  (a)  obtains  the
approval  of its  stockholders  as  required  by the  Principal  Market  (or any
successor  rule or  regulation)  for issuances of Common Stock in excess of such
amount or (b) obtains a written opinion from outside counsel to the Company that
such approval is not required, which opinion shall be reasonably satisfactory to
the holders of Preferred Share Warrants  representing at least a majority of the
Warrant  Shares then  issuable  upon  exercise of  outstanding  Preferred  Share
Warrants. Until such approval or written opinion is obtained, the holder of this
Warrant shall not be issued, upon exercise of this Warrant, Warrant Shares in an
amount  greater  than such  holder's  Cap  Allocation  Amount (as defined in the
Certificate  of  Designations).  In the event the  Company  is  prohibited  from
issuing  Warrant  Shares as a result of the  operation  of this  Section 15, the
Company shall redeem for cash those Warrant Shares which can not be issued, at a
price per Warrant  Share equal to the  difference  between the Weighted  Average
Price  and the  Exercise  Price  of such  Warrant  Shares  as of the date of the
attempted exercise.

         Section 14.  Date.  The date of this  Warrant is December __, 2001 (the
"Warrant  Date").  This Warrant,  in all events,  shall be wholly void and of no
effect  after  the  close  of  business  on the  Expiration  Date,  except  that
notwithstanding  any other provisions  hereof, the provisions of Section 7 shall
continue in full force and effect  after such date as to any  Warrant  Shares or
other securities issued upon the exercise of this Warrant.

         Section 15. Amendment and Waiver.  Except as otherwise provided herein,
the  provisions of the Preferred  Share  Warrants may be amended and the Company
may take  any  action  herein  prohibited,  or omit to  perform  any act  herein
required to be  performed  by it, only if the Company has  obtained  the written
consent of the  holders of  Preferred  Share  Warrants  representing  at least a
majority of the shares of Common Stock obtainable upon exercise of the Preferred
Share Warrants then  outstanding;  provided that no such action may increase the
Warrant Exercise Price of the Preferred Share Warrants or decrease the number of
shares  or  class of stock  obtainable  upon  exercise  of any  Preferred  Share
Warrants  without  the  written  consent of the holder of such  Preferred  Share
Warrant.

         Section  16.  Descriptive  Headings;  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.  All questions
concerning the construction,  validity,  enforcement and  interpretation of this
Warrant shall be governed by the internal laws of the State of New York, without
giving effect to any choice of law or conflict of law provision or rule (whether
of the  State  of New York or any  other  jurisdiction)  that  would  cause  the
application of the laws of any jurisdiction other than the State of New York.


                                      -15-

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
_________________, its___________________, as of the ______ day of ____________.


                                           THE 3DO COMPANY



                                           By:__________________________________
                                           Name:    ____________________________
                                           Title:   ____________________________



<PAGE>

                              EXHIBIT A TO WARRANT

                                 EXERCISE NOTICE

                TO EXERCISE THIS WARRANT TO PURCHASE COMMON STOCK

                                 THE 3DO COMPANY

         The  undersigned   holder  hereby   exercises  the  right  to  purchase
_________________  of the shares of Common Stock  ("Warrant  Shares") of The 3DO
Company,  a Delaware  corporation  (the  "Company"),  evidenced  by the attached
Warrant (the "Warrant"). Capitalized terms used herein and not otherwise defined
shall have the respective meanings set forth in the Warrant.

         1. Form of Warrant  Exercise Price.  The Holder intends that payment of
the Warrant Exercise Price shall be made as:

        ____________ a "Cash Exercise" with respect to _____________________
                     Warrant Shares; and/or

        ____________ a "Cashless Exercise" with respect to _________________
                     Warrant Shares (to the extent permitted by the terms of
                     the Warrant).

         2. Payment of Warrant  Exercise Price. In the event that the holder has
elected a Cash Exercise with respect to some or all of the Warrant  Shares to be
issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the
sum of  $___________________  to the Company in accordance with the terms of the
Warrant.

         3. Delivery of Warrant Shares.  The Company shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.

         4.  Notwithstanding  anything to the contrary  contained  herein,  this
Exercise Notice shall constitute a representation  by the undersigned  holder of
the Warrant  submitting  this Exercise  Notice that,  after giving effect to the
exercise  provided for in this Exercise  Notice,  such holder (together with its
affiliates)  will not have  beneficial  ownership  (together with the beneficial
ownership  of such  person's  affiliates)  of a number of shares of Common Stock
which exceeds 4.99% of the total outstanding shares of Common Stock as reflected
in the Company's  most recent Form 10-Q or Form 10-K or other public filing with
the SEC, as the case may be, or a more recent public announcement by the Company
or other notice by the Company or its transfer agent setting forth the number of
shares of Common Stock  outstanding,  but after giving effect to  conversions of
Preferred  Shares and issuances of Dividend  Shares and exercises of Warrants by
such  holder  and its  affiliates  since  the date as of which  such  number  of
outstanding shares of Common Stock was reported.


<PAGE>


Date: _______________ __, 200__

_______________________________
   Name of Registered Holder

By:      ______________________

         Name:_________________
         Title:________________



<PAGE>


                                 ACKNOWLEDGMENT

         The Company hereby acknowledges this Exercise Notice and hereby directs
[TRANSFER  AGENT] to issue the above indicated  number of shares of Common Stock
in accordance with the Transfer Agent Instructions  dated __________,  2001 from
the Company and acknowledged and agreed to by [TRANSFER AGENT].

                                           THE 3DO COMPANY



                                           By:__________________________________
                                           Name:________________________________
                                           Title:_______________________________



<PAGE>

                              EXHIBIT B TO WARRANT

                              FORM OF WARRANT POWER


FOR  VALUE  RECEIVED,  the  undersigned  does  hereby  assign  and  transfer  to
________________,  Federal Identification No. __________,  a warrant to purchase
____________  shares  of the  capital  stock  of The  3DO  Company,  a  Delaware
corporation,  represented by warrant certificate no. _____, standing in the name
of the undersigned on the books of said corporation. The undersigned does hereby
irrevocably  constitute  and appoint  ______________,  attorney to transfer  the
warrants of said corporation, with full power of substitution in the premises.


Dated:  _________, 200_




                                                     ___________________________

                                                     By:  ______________________
                                                     Its: ______________________