EXHIBIT 10.2

                          REGISTRATION RIGHTS AGREEMENT


         REGISTRATION RIGHTS AGREEMENT (this "Agreement"),  dated as of December
7, 2001, by and among The 3DO Company, a Delaware corporation, with headquarters
located at 100 Cardinal Way Redwood City, California 94063 (the "Company"),  and
the undersigned buyers (each, a "Buyer" and collectively, the "Buyers").

         WHEREAS:

         A. In connection  with the Securities  Purchase  Agreement by and among
the parties hereto of even date herewith (the "Securities Purchase  Agreement"),
the  Company has agreed,  upon the terms and  subject to the  conditions  of the
Securities Purchase Agreement, to issue and sell to the Buyers (i) shares of the
Company's Series A Convertible  Preferred Stock (the "Preferred Shares"),  which
will be convertible  into shares of the Company's  common stock, par value $0.01
per share (the  "Common  Stock")  (as  converted,  the  "Conversion  Shares") in
accordance  with  the  terms  of  the  Company's  Certificate  of  Designations,
Preferences  and  Rights  of the  Series  A  Convertible  Preferred  Stock  (the
"Certificate of  Designations"),  and (ii) warrants to purchase shares of Common
Stock (the "Warrants;" and as exercised, the "Warrant Shares");

         B. To induce the Buyers to execute and deliver the Securities  Purchase
Agreement,  the Company has agreed to provide certain  registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder, or any similar successor statute (collectively, the "1933 Act"), and
applicable state securities laws.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the Company and each
of the Buyers hereby agree as follows:

         1.       DEFINITIONS.

                  As used in this Agreement,  the following terms shall have the
following meanings:

                  a.  "Investor"  means a  Buyer,  any  transferee  or  assignee
thereof to whom a Buyer  assigns its rights under this  Agreement and who agrees
to become bound by the provisions of this Agreement in accordance with Section 9
and any transferee or assignee  thereof to whom a transferee or assignee assigns
its rights under this Agreement and who agrees to become bound by the provisions
of this Agreement in accordance with Section 9.

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

                  c. "Register,"  "registered,"  and  "registration"  refer to a
registration   effected  by  preparing  and  filing  one  or  more  Registration
Statements  (as defined  below) in compliance  with the 1933 Act and pursuant to
Rule 415  under  the 1933  Act or any  successor  rule  providing  for  offering
securities on a continuous or delayed basis ("Rule 415"), and the declaration or
ordering of effectiveness of such Registration Statement(s) by the United States
Securities and Exchange Commission (the "SEC").


<PAGE>

                  d.  "Registrable  Securities"  means (i) the Conversion Shares
issued or issuable upon  conversion of the  Preferred  Shares,  (ii) the Warrant
Shares  issued or issuable  upon  exercise of the  Warrants,  (iii) the Dividend
Shares (as defined in the Certificate of Designations) issued in relation to the
Preferred  Shares and (iv) any shares of capital  stock issued or issuable  with
respect to the Conversion  Shares, the Preferred Shares, the Warrant Shares, the
Warrants or the Dividend Shares issued in relation to the Preferred  Shares as a
result of any stock split, stock dividend, recapitalization, exchange or similar
event  or  otherwise,  without  regard  to any  limitations  on  conversions  of
Preferred Shares or exercises of Warrants.

                  e. "Registration  Statement" means a registration statement or
registration  statements  of the Company  filed under the 1933 Act  covering the
Registrable Securities.

Capitalized  terms used herein and not otherwise  defined  herein shall have the
respective meanings set forth in the Securities Purchase Agreement.

         2.       REGISTRATION.

                  a. Mandatory Registration.  The Company shall prepare, and, as
soon as practicable but in no event later than 20 days after the Initial Closing
Date (the "Filing  Deadline"),  file with the SEC the Registration  Statement on
Form S-3 covering the resale of all of the Registrable Securities.  In the event
that Form S-3 is unavailable for such a registration, the Company shall use such
other form as is available for such a registration, subject to the provisions of
Section 2(d). The Registration Statement prepared pursuant hereto shall register
for resale at least that  number of shares of Common  Stock equal to the product
of (x) 1.5 and (y) the number of  Registrable  Securities  as of the trading day
immediately  preceding the date the  Registration  Statement is initially  filed
with the SEC (without  regard to any  limitations  on conversions or exercises),
subject to  adjustment  as provided in Section  2(e).  The Company shall use its
best efforts to have the Registration Statement declared effective by the SEC as
soon as practicable,  but in no event later than the date which is 60 days after
the Initial Closing Date (the "Effectiveness Deadline").

                  b. Allocation of Registrable Securities. The initial number of
Registrable  Securities included in any Registration Statement and each increase
in the number of Registrable  Securities included therein shall be allocated pro
rata among the Investors  based on the number of Registrable  Securities held by
each  Investor at the time the  Registration  Statement  covering  such  initial
number of Registrable  Securities or increase  thereof is declared  effective by
the SEC. In the event that an Investor sells or otherwise  transfers any of such
Investor's Registrable Securities, each transferee shall be allocated a pro rata
portion of the then remaining number of Registrable  Securities included in such
Registration Statement for such transferor.  Any shares of Common Stock included
in a  Registration  Statement  and which  remain  allocated  to any Person which
ceases to hold any Registrable Securities covered by such Registration Statement
shall be allocated to the remaining  Investors,  pro rata based on the number of
Registrable  Securities  then held by such  Investors  which are covered by such
Registration Statement.

                  c. Legal  Counsel.  Subject  to  Section 5 hereof,  the Buyers
holding a majority of the Registrable  Securities shall have the right to select
one legal counsel to review and oversee any offering  pursuant to this Section 2
("Legal  Counsel"),  which shall be Katten Muchin Zavis or such other counsel as
thereafter   designated  by  the  holders  of  a  majority  of  the  Registrable
Securities.  The  Company  shall  reasonably  cooperate  with  Legal  Counsel in
performing the Company's obligations under this Agreement.


                                      -2-

<PAGE>

                  d.  Ineligibility  for Form S-3. In the event that Form S-3 is
not  available  for the  registration  of the resale of  Registrable  Securities
hereunder,  the  Company  shall  (i)  register  the  resale  of the  Registrable
Securities on another appropriate form reasonably acceptable to the holder of at
least a majority of the  Registrable  Securities  and (ii) undertake to register
the  Registrable  Securities  on Form  S-3 as soon  as such  form is  available,
provided that the Company shall maintain the  effectiveness  of the Registration
Statement then in effect until such time as a Registration Statement on Form S-3
covering the Registrable Securities has been declared effective by the SEC.

                  e. Sufficient  Number of Shares  Registered.  In the event the
number of shares  available  under a  Registration  Statement  filed pursuant to
Section 2(a) is insufficient to cover all of the Registrable Securities required
to be covered by such Registration  Statement or an Investor's allocated portion
of the Registrable  Securities pursuant to Section 2(b), the Company shall amend
the Registration  Statement,  or file a new Registration Statement (on the short
form available therefor,  if applicable),  or both, so as to cover at least 150%
of the number of such  Registrable  Securities as of the trading day immediately
preceding the date of the filing of such amendment or new Registration Statement
(calculated   assuming  conversion  of  the  Preferred  Shares  at  the  Company
Conversion  Price),  in each case as soon as  practicable,  but in any event not
later than fifteen (15) days after the necessity  therefor  arises.  The Company
shall use it best  efforts  to cause  such  amendment  and/or  new  Registration
Statement  to become  effective  as soon as  practicable  following  the  filing
thereof. For purposes of the foregoing provision, the number of shares available
under a Registration Statement shall be deemed "insufficient to cover all of the
Registrable  Securities"  if at any time the  number of  Registrable  Securities
issued or issuable upon  conversion of the Preferred  Shares and exercise of the
Warrants  covered by such  Registration  Statement  is greater than the quotient
determined  by dividing (i) the number of shares of Common Stock  available  for
resale under such Registration Statement by (ii) 1.25. The calculation set forth
in the foregoing sentence shall be made without regard to any limitations on the
conversion  of the  Preferred  Shares  or  exercise  of the  Warrants  and  such
calculation  shall  assume that the  Preferred  Shares and the Warrants are then
convertible and  exercisable,  respectively,  into shares of Common Stock at the
then  prevailing   Company   Conversion  Price  (as  defined  in  the  Company's
Certificate  of  Designations)  and  Warrant  Exercise  Price (as defined in the
Warrant), respectively, if applicable.

                  f.  Effect  of  Failure  to  File  and  Obtain  and   Maintain
Effectiveness  of  Registration  Statement.  If  (i)  a  Registration  Statement
covering all the Registrable  Securities and required to be filed by the Company
pursuant  to this  Agreement  is not (A)  filed  with the SEC on or  before  the
applicable Filing Deadline or (B) declared effective by the SEC on or before the
applicable  Effectiveness  Deadline  or (ii) on any day after  the  Registration
Statement  has been declared  effective by the SEC sales of all the  Registrable
Securities required to be included on such Registration Statement cannot be made
pursuant to the Registration Statement (including,  without limitation,  because
of a failure to keep the  Registration  Statement  effective,  to disclose  such
information  as is necessary for sales to be made  pursuant to the  Registration
Statement or to register  sufficient  shares of Common Stock),  then, as partial
relief for the damages to any holder by reason of any such delay in or reduction
of its ability to sell the underlying shares of Common Stock (which remedy shall
not be  exclusive  of any other  remedies  available  at law or in equity),  the
Company  shall  pay to each  holder  of  Preferred  Shares an amount in cash per
Preferred  Share held equal to the product of (i) $1,000  multiplied by (ii) the
sum of (A) 0.02, if the  Registration


                                      -3-

<PAGE>

Statement is not filed by the applicable Filing Deadline,  plus (B) 0.02, if the
Registration Statement is not declared effective by the applicable Effectiveness
Deadline,  plus,  (C) the product of (I) 0.000667  multiplied by (II) the sum of
(x)  the  number  of  days  after  the  applicable  Filing  Deadline  that  such
Registration  Statement  is not filed with the SEC,  plus (y) the number of days
after the applicable  Effectiveness  Deadline that the Registration Statement is
not  declared  effective  by the SEC,  plus (z) the  number  of days  after  the
Registration  Statement  has  been  declared  effective  by the  SEC  that  such
Registration  Statement  is not  available  for  the  sale of at  least  all the
Registrable  Securities  required to be included on such Registration  Statement
pursuant  to section  2(e).  The  payments  to which a holder  shall be entitled
pursuant to this  Section  2(f) are  referred to herein as  "Registration  Delay
Payments."  Registration  Delay Payments shall be paid on the earlier of (I) the
last day of the calendar month during which such Registration Delay Payments are
incurred and (II) the third  business day after the event or failure giving rise
to the Registration Delayed Payments is cured. In the event the Company fails to
make Registration  Delay Payments in a timely manner,  such  Registration  Delay
Payments shall bear interest at the rate of 1.5% per month (prorated for partial
months) until paid in full.

         3.       RELATED OBLIGATIONS.

         At such  time  as the  Company  is  obligated  to  file a  Registration
Statement  with the SEC pursuant to Section  2(a) or 2(e),  the Company will use
its best efforts to effect the  registration  of the  Registrable  Securities in
accordance  with the  intended  method  of  disposition  thereof  and,  pursuant
thereto, the Company shall have the following obligations:

                  a. The Company shall promptly  prepare and file with the SEC a
Registration  Statement  with respect to the applicable  Registrable  Securities
(but in no event later than the  applicable  Filing  Deadline)  and use its best
efforts  to  cause  such  Registration  Statement  relating  to the  Registrable
Securities to become effective as soon as practicable  after such filing (but in
no event later than the applicable  Effectiveness  Deadline).  The Company shall
keep each  Registration  Statement  effective  pursuant to Rule 415 at all times
until the earlier of (i) the date as of which the  Investors may sell all of the
Registrable   Securities   covered  by  such   Registration   Statement  without
restriction pursuant to Rule 144(k) (or successor thereto) promulgated under the
1933 Act or (ii)  the  date on  which  the  Investors  shall  have  sold all the
Registrable Securities covered by such Registration Statement (the "Registration
Period"),  which Registration Statement (including any amendments or supplements
thereto  and  prospectuses  contained  therein)  shall not  contain  any  untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein,  or necessary to make the statements  therein,  in light of the
circumstances  in which they were made, not misleading.  The term "best efforts"
shall mean, among other things, that the Company shall submit to the SEC, within
two (2)  business  days after the Company  learns that no review of a particular
Registration  Statement  will be made by the  staff of the SEC or that the staff
has no further  comments on the  Registration  Statement,  as the case may be, a
request for acceleration of effectiveness  of such  Registration  Statement to a
time and date not later than 48 hours after the submission of such request.

                  b.  The  Company  shall  prepare  and  file  with the SEC such
amendments   (including   post-effective   amendments)   and  supplements  to  a
Registration   Statement  and  the  prospectus  used  in  connection  with  such
Registration  Statement,  which  prospectus is to be filed  pursuant to Rule 424
promulgated  under the 1933 Act, as may be necessary  to keep such  Registration
Statement  effective at all times during the  Registration  Period,  and, during
such  period,  comply with the  provisions  of the 1933 Act with  respect to the
disposition  of all  Registrable  Securities  of the  Company  covered  by  such
Registration  Statement  until such time as


                                      -4-

<PAGE>

all of such  Registrable  Securities  shall have been  disposed of in accordance
with the intended methods of disposition by the seller or sellers thereof as set
forth in such Registration  Statement. In the case of amendments and supplements
to a  Registration  Statement  which are  required to be filed  pursuant to this
Agreement  (including  pursuant to this  Section  3(b)) by reason of the Company
filing a report  on Form  10-K,  Form 10-Q or Form 8-K or any  analogous  report
under the  Securities  Exchange Act of 1934,  as amended  (the "1934 Act"),  the
Company shall have  incorporated  such report by reference into the Registration
Statement, if applicable,  or shall file such amendments or supplements with the
SEC on the same day on which the 1934 Act  report  is filed  which  created  the
requirement for the Company to amend or supplement the Registration Statement.

                  c. The Company  shall (A) permit  Legal  Counsel to review and
comment upon (i) the  Registration  Statement  at least three (3) business  days
prior to its filing with the SEC and (ii) all other Registration  Statements and
all amendments and supplements to all Registration Statements (except for Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K and any similar or successor  reports)  within a  reasonable  number of days
prior to their  filing with the SEC,  and (B) not file any document in a form to
which Legal Counsel reasonably  objects.  The Company shall not submit a request
for  acceleration  of  the  effectiveness  of a  Registration  Statement  or any
amendment or supplement  thereto  without the prior  approval of Legal  Counsel,
which consent shall not be unreasonably  withheld.  The Company shall furnish to
Legal Counsel,  without charge, (i) any correspondence from the SEC or the staff
of the SEC to the Company or its  representatives  relating to any  Registration
Statement,  (ii) promptly after the same is prepared and filed with the SEC, one
copy of any  Registration  Statement  and any  amendment(s)  thereto,  including
financial  statements  and  schedules,  all  documents  incorporated  therein by
reference and all exhibits and (iii) upon the  effectiveness of any Registration
Statement,  one copy of the prospectus  included in such Registration  Statement
and all  amendments  and  supplements  thereto.  The  Company  shall  reasonably
cooperate with Legal Counsel in performing the Company's obligations pursuant to
this Section 3.

                  d.  The  Company  shall   furnish  to  each   Investor   whose
Registrable  Securities  are  included in any  Registration  Statement,  without
charge, (i) promptly after the same is prepared and filed with the SEC, at least
one copy of such Registration Statement and any amendment(s) thereto,  including
financial  statements  and  schedules,  all  documents  incorporated  therein by
reference,  all  exhibits  and  each  preliminary  prospectus,   (ii)  upon  the
effectiveness of any Registration  Statement,  ten (10) copies of the prospectus
included in such  Registration  Statement  and all  amendments  and  supplements
thereto (or such other number of copies as such Investor may reasonably request)
and (iii) such other  documents,  including  copies of any  preliminary or final
prospectus,  as such Investor may reasonably  request from time to time in order
to  facilitate  the  disposition  of the  Registrable  Securities  owned by such
Investor.

                  e. The Company  shall use its best efforts to (i) register and
qualify,  unless an exemption from registration and qualification  applies,  the
resale by the Investors of the Registrable  Securities covered by a Registration
Statement  under such other  securities  or "blue sky" laws of all the states of
the United States, (ii) prepare and file in those jurisdictions, such amendments
(including post-effective  amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness  thereof during
the  Registration  Period,  (iii) take such other actions as may be necessary to
maintain such registrations and qualifications in effect at all times during the
Registration  Period,  and (iv) take all other actions  reasonably  necessary or
advisable to qualify the Registrable  Securities for sale in such


                                      -5-

<PAGE>

jurisdictions;  provided,  however,  that the  Company  shall not be required in
connection  therewith or as a condition thereto to (x) qualify to do business in
any  jurisdiction  where it would not  otherwise  be required to qualify but for
this  Section  3(e),  (y)  subject  itself  to  general  taxation  in  any  such
jurisdiction,  or (z) file a general  consent  to service of process in any such
jurisdiction.  The Company shall promptly notify Legal Counsel and each Investor
who  holds  Registrable  Securities  of  the  receipt  by  the  Company  of  any
notification with respect to the suspension of the registration or qualification
of any of the Registrable Securities for sale under the securities or "blue sky"
laws of any jurisdiction in the United States or its receipt of actual notice of
the initiation or threatening of any proceeding for such purpose.

                  f. The Company shall notify Legal Counsel and each Investor in
writing of the happening of any event, as promptly as practicable after becoming
aware  of such  event,  as a  result  of  which  the  prospectus  included  in a
Registration  Statement,  as then in effect,  includes an untrue  statement of a
material fact or omission to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were  made,  not  misleading  (provided  that in no event  shall such
notice  contain any material,  nonpublic  information),  and promptly  prepare a
supplement  or amendment to such  Registration  Statement to correct such untrue
statement  or  omission,  and  deliver  ten (10)  copies of such  supplement  or
amendment to Legal  Counsel and each Investor (or such other number of copies as
Legal Counsel or such Investor may reasonably  request).  The Company shall also
promptly notify Legal Counsel and each Investor in writing (i) when a prospectus
or any prospectus  supplement or  post-effective  amendment has been filed,  and
when  a  Registration  Statement  or any  post-effective  amendment  has  become
effective  (notification  of such  effectiveness  shall  be  delivered  to Legal
Counsel and each Investor by facsimile on the same day of such effectiveness and
by overnight mail), (ii) of any request by the SEC for amendments or supplements
to a Registration  Statement or related prospectus or related  information,  and
(iii) of the Company's reasonable  determination that a post-effective amendment
to a Registration Statement would be appropriate.

                  g. The  Company  shall use its best  efforts  to  prevent  the
issuance  of  any  stop  order  or  other   suspension  of  effectiveness  of  a
Registration  Statement,  or the suspension of the  qualification  of any of the
Registrable  Securities  for sale in any  jurisdiction  and, if such an order or
suspension  is issued,  to obtain the  withdrawal of such order or suspension at
the earliest  possible  moment and to notify Legal Counsel and each Investor who
holds  Registrable  Securities  being sold of the issuance of such order and the
resolution  thereof or its receipt of actual notice of the  initiation or threat
of any proceeding for such purpose.

                  h. At the  reasonable  request of any  Investor,  the  Company
shall  furnish  to  such  Investor,  on the  date  of the  effectiveness  of the
Registration  Statement  and  thereafter  from time to time on such  dates as an
Investor  may  reasonably  request  (i) a  letter,  dated  such  date,  from the
Company's  independent  certified public accountants in form and substance as is
customarily given by independent certified public accountants to underwriters in
an  underwritten  public  offering,  addressed  to the  Investors,  and  (ii) an
opinion, dated as of such date, of counsel representing the Company for purposes
of such Registration  Statement,  in form, scope and substance as is customarily
given in an underwritten public offering, addressed to the Investors.

                  i. The Company shall make  available for inspection by (i) any
Investor,  (ii) Legal Counsel and (iii) one firm of  accountants or other agents
retained  by the  Investors  (collectively,  the  "Inspectors"),  all  pertinent
financial and other records, and pertinent corporate documents and properties of
the  Company  (collectively,  the  "Records"),  as  shall be  reasonably  deemed
necessary by each  Inspector,  and cause the Company's  officers,  directors and
employees


                                      -6-

<PAGE>

to supply all information which any Inspector may reasonably request;  provided,
however,  that each Inspector shall agree to hold in strict confidence and shall
not make any  disclosure  (except to an  Investor) or use of any Record or other
information which the Company  determines in good faith to be confidential,  and
of which determination the Inspectors are so notified, unless (a) the disclosure
of such Records is necessary to avoid or correct a  misstatement  or omission in
any Registration  Statement or is otherwise required under the 1933 Act, (b) the
release of such Records is ordered pursuant to a final,  non-appealable subpoena
or order from a court or government body of competent  jurisdiction,  or (c) the
information  in such  Records has been made  generally  available  to the public
other than by  disclosure  in violation of this or any other  agreement of which
the Inspector has knowledge.  Each Investor agrees that it shall,  upon learning
that disclosure of such Records is sought in or by a court or governmental  body
of competent  jurisdiction  or through  other means,  give prompt  notice to the
Company and allow the Company, at its expense,  to undertake  appropriate action
to prevent  disclosure  of, or to obtain a  protective  order for,  the  Records
deemed confidential.

                  j.  The  Company  shall  hold in  confidence  and not make any
disclosure of information  concerning an Investor provided to the Company unless
(i) disclosure of such  information is necessary to comply with federal or state
securities  laws, (ii) the disclosure of such  information is necessary to avoid
or correct a misstatement or omission in any Registration  Statement,  (iii) the
release of such  information  is ordered  pursuant to a subpoena or other final,
non-appealable   order  from  a  court  or   governmental   body  of   competent
jurisdiction,  or (iv) such information has been made generally available to the
public other than by  disclosure  in  violation  of this  Agreement or any other
agreement.  The Company agrees that it shall,  upon learning that  disclosure of
such  information  concerning  an  Investor  is  sought  in  or  by a  court  or
governmental body of competent  jurisdiction or through other means, give prompt
written  notice to such  Investor  and allow such  Investor,  at the  Investor's
expense, to undertake  appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.

                  k. The Company shall use its best efforts  either to (i) cause
all the Registrable  Securities covered by a Registration Statement to be listed
on each  securities  exchange  on which  securities  of the same class or series
issued  by the  Company  are  then  listed,  if  any,  if the  listing  of  such
Registrable  Securities is then permitted  under the rules of such exchange,  or
(ii) secure designation and quotation of all the Registrable  Securities covered
by the  Registration  Statement  on the  Nasdaq  National  Market,  or (iii) if,
despite the Company's best efforts to satisfy the preceding  clause (i) or (ii),
the Company is unsuccessful  in satisfying the preceding  clause (i) or (ii), to
secure  the  inclusion  for  quotation  on The Nasdaq  SmallCap  Market for such
Registrable Securities and, without limiting the generality of the foregoing, to
arrange for at least two market makers to register with the National Association
of Securities  Dealers,  Inc.  ("NASD") as such with respect to such Registrable
Securities.  The  Company  shall pay all fees and  expenses in  connection  with
satisfying its obligation under this Section 3(k).

                  l. The Company  shall  cooperate  with the  Investors who hold
Registrable  Securities being offered and, to the extent applicable,  facilitate
the timely preparation and delivery of certificates (not bearing any restrictive
legend)  representing  the  Registrable  Securities to be offered  pursuant to a
Registration  Statement and enable such certificates to be in such denominations
or amounts,  as the case may be, as the  Investors  may  reasonably  request and
registered in such names as the Investors may request.


                                      -7-

<PAGE>

                  m. The Company shall provide a transfer agent and registrar of
all  such  Registrable  Securities  not  later  than the  effective  date of the
applicable Registration Statement.

                  n. If requested by an Investor,  the Company shall (i) as soon
as  practicable   incorporate  in  a  prospectus  supplement  or  post-effective
amendment  such  information  as an Investor  requests  to be  included  therein
relating to the sale and  distribution  of  Registrable  Securities,  including,
without  limitation,  information  with  respect  to the  number of  Registrable
Securities being offered or sold, the purchase price being paid therefor and any
other terms of the  offering of the  Registrable  Securities  to be sold in such
offering;  (ii)  as  soon as  practicable  make  all  required  filings  of such
prospectus  supplement or  post-effective  amendment after being notified of the
matters to be  incorporated  in such  prospectus  supplement  or  post-effective
amendment;  and (iii) as soon as  practicable,  supplement or make amendments to
any  Registration  Statement  if  reasonably  requested  by an  Investor of such
Registrable Securities.

                  o. The  Company  shall  use its  best  efforts  to  cause  the
Registrable  Securities covered by the applicable  Registration  Statement to be
registered with or approved by such other  governmental  agencies or authorities
as  may  be  necessary  to  consummate  the  disposition  of  such   Registrable
Securities.

                  p. The Company shall make generally  available to its security
holders as soon as practical,  but not later than 90 days after the close of the
period  covered  thereby,  an earnings  statement  (in form  complying  with the
provisions  of Rule 158 under  the 1933  Act)  covering  a  twelve-month  period
beginning on the first day of the Company's  fiscal  quarter next  following the
effective date of the Registration Statement.

                  q. The Company shall  otherwise use its best efforts to comply
with all  applicable  rules and  regulations  of the SEC in connection  with any
registration hereunder.

                  r. Within two (2) business days after a Registration Statement
which covers applicable  Registrable Securities is ordered effective by the SEC,
the Company  shall  deliver,  and shall  cause legal  counsel for the Company to
deliver,  to the transfer agent for such Registrable  Securities (with copies to
the Investors  whose  Registrable  Securities are included in such  Registration
Statement)  confirmation  that such  Registration  Statement  has been  declared
effective by the SEC in the form attached hereto as Exhibit A.

                  s.  The  Company  shall  take  all  other  reasonable  actions
necessary to expedite and  facilitate  disposition  by Investors of  Registrable
Securities pursuant to a Registration Statement.

                  t.  Notwithstanding  anything to the contrary in Section 3(f),
at any time  after  the  applicable  Registration  Statement  has been  declared
effective  by the  SEC,  the  Company  may  delay  the  disclosure  of  material
non-public  information  concerning  the Company the  disclosure of which at the
time is not, in the good faith  opinion of the Board of Directors of the Company
and its  counsel,  in the best  interest of the  Company  and, in the opinion of
counsel to the Company,  otherwise required (a "Grace Period");  provided,  that
the Company shall  promptly (i) notify the Investors in writing of the existence
of material non-public  information giving rise to a Grace Period (provided that
in each  notice the  Company  will not  disclose  the  content of such  material
non-public  information to the Investors) and the date on which the Grace Period
will begin,  and (ii) notify the  Investors  in writing of the date on which the
Grace Period ends; and, provided  further,  that no Grace Period shall exceed 15
consecutive  days and  during any 365 day period  such Grace  Periods  shall not
exceed an  aggregate of 30 days and the first day of any


                                      -8-

<PAGE>

Grace  Period must be at least two trading  days after the last day of any prior
Grace Period (an "Allowable  Grace  Period").  For purposes of  determining  the
length of a Grace Period above,  the Grace Period shall begin on and include the
date the holders  receive the notice  referred to in clause (i) and shall end on
and include the later of the date the holders  receive the notice referred to in
clause (ii) and the date  referred to in such  notice.  The  provisions  of 3(g)
hereof shall not be applicable  during the period of any Allowable Grace Period.
Upon  expiration  of the Grace  Period,  the Company shall again be bound by the
first  sentence of Section 3(f) with respect to the  information  giving rise to
such Grace  Period  unless such  material  non-public  information  is no longer
applicable.

         4.       OBLIGATIONS OF THE INVESTORS.

                  a. At  least  seven  (7)  business  days  prior  to the  first
anticipated  filing date of a Registration  Statement,  the Company shall notify
each Investor in writing of the information the Company  requires from each such
Investor  if such  Investor  elects to have any of such  Investor's  Registrable
Securities  included  in such  Registration  Statement.  It shall be a condition
precedent  to the  obligations  of the  Company  to  complete  the  registration
pursuant to this  Agreement  with  respect to the  Registrable  Securities  of a
particular  Investor  that such  Investor  shall  furnish  to the  Company  such
information  regarding  itself,  the  Registrable  Securities held by it and the
intended method of disposition of the Registrable Securities held by it as shall
be reasonably required to effect the registration of such Registrable Securities
and shall execute such  documents in connection  with such  registration  as the
Company may reasonably request.

                  b.  Each  Investor,  by  such  Investor's  acceptance  of  the
Registrable  Securities,  agrees to  cooperate  with the  Company as  reasonably
requested by the Company in connection  with the  preparation  and filing of any
Registration Statement hereunder,  unless such Investor has notified the Company
in  writing  of such  Investor's  election  to  exclude  all of such  Investor's
Registrable Securities from such Registration Statement.

                  c. Each Investor  agrees that, upon receipt of any notice from
the Company of the happening of any event of the kind  described in Section 3(g)
or the first  sentence  of 3(f),  such  Investor  will  immediately  discontinue
disposition of Registrable Securities pursuant to any Registration  Statement(s)
covering such Registrable Securities until such Investor's receipt of the copies
of the  supplemented or amended  prospectus  contemplated by Section 3(g) or the
first  sentence of 3(f) or receipt of notice that no  supplement or amendment is
required.  Notwithstanding anything to the contrary, the Company shall cause its
transfer agent to deliver  unlegended  shares of Common Stock to a transferee of
an Investor in accordance with the terms of the Securities Purchase Agreement in
connection  with any sale of  Registrable  Securities  with  respect to which an
Investor has entered into a contract for sale prior to the Investor's receipt of
a notice from the Company of the happening of any event of the kind described in
Section  3(g) or the first  sentence of 3(f) and for which the  Investor has not
yet settled.

         5.       EXPENSES OF REGISTRATION.

                  All reasonable expenses, other than underwriting discounts and
commissions,   incurred   in   connection   with   registrations,   filings   or
qualifications pursuant to Sections 2 and 3, including,  without limitation, all
registration, listing and qualifications fees, printers and accounting fees, and
fees and  disbursements of counsel for the Company shall be paid by the Company.
The Company  shall also  reimburse the  Investors  for the  reasonable  fees and
disbursements  of Legal  Counsel  in  connection  with  registration  filing  or
qualification pursuant to Sections 2 and 3 of this Agreement up to $10,000.


                                      -9-

<PAGE>

         6.       INDEMNIFICATION.

                  In the event any  Registrable  Securities  are  included  in a
Registration Statement under this Agreement:

                  a. To the fullest  extent  permitted by law, the Company will,
and hereby  does,  indemnify,  hold  harmless  and  defend  each  Investor,  the
directors,  officers, partners, employees, agents,  representatives of, and each
Person,  if any, who controls any Investor within the meaning of the 1933 Act or
the 1934 Act (each,  an  "Indemnified  Person"),  against  any  losses,  claims,
damages,  liabilities,  judgments, fines, penalties,  charges, costs, reasonable
attorneys'  fees,  amounts paid in  settlement  or  expenses,  joint or several,
(collectively,  "Claims") incurred in investigating,  preparing or defending any
action, claim, suit, inquiry, proceeding, investigation or appeal taken from the
foregoing  by or  before  any  court or  governmental,  administrative  or other
regulatory  agency,  body or the SEC, whether pending or threatened,  whether or
not an indemnified party is or may be a party thereto  ("Indemnified  Damages"),
to which any of them may become  subject  insofar as such  Claims (or actions or
proceedings,  whether commenced or threatened,  in respect thereof) arise out of
or are based upon:  (i) any untrue  statement or alleged  untrue  statement of a
material  fact  in a  Registration  Statement  or any  post-effective  amendment
thereto  or in any  filing  made in  connection  with the  qualification  of the
offering  under the securities or other "blue sky" laws of any  jurisdiction  in
which Registrable Securities are offered ("Blue Sky Filing"), or the omission or
alleged  omission  to state a material  fact  required  to be stated  therein or
necessary  to make the  statements  therein  not  misleading,  (ii)  any  untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
preliminary  prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented,  if
the Company files any amendment  thereof or supplement  thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make the statements made therein,  in light of the circumstances under which the
statements  therein were made,  not  misleading,  (iii) any violation or alleged
violation  by the  Company  of the  1933  Act,  the 1934  Act,  any  other  law,
including,  without  limitation,  any  state  securities  law,  or any  rule  or
regulation  thereunder  relating  to  the  offer  or  sale  of  the  Registrable
Securities  pursuant to a Registration  Statement or (iv) any material violation
of this Agreement (the matters in the foregoing  clauses (i) through (iv) being,
collectively,   "Violations").  Subject  to  Section  6(c),  the  Company  shall
reimburse the  Indemnified  Persons,  promptly as such expenses are incurred and
are due and payable, for any legal fees or other reasonable expenses incurred by
them  in   connection   with   investigating   or  defending   any  such  Claim.
Notwithstanding  anything to the contrary contained herein, the  indemnification
agreement  contained in this Section 6(a):  (i) shall not apply to a Claim by an
Indemnified  Person  arising  out of or based upon a Violation  which  occurs in
reliance upon and in  conformity  with  information  furnished in writing to the
Company by such Indemnified Person for such Indemnified Person expressly for use
in connection  with the  preparation of the  Registration  Statement or any such
amendment  thereof or supplement  thereto,  if such  prospectus  was timely made
available  by the Company  pursuant to Section  3(d);  (ii) with  respect to any
preliminary  prospectus,  shall not inure to the benefit of any such person from
whom the person  asserting any such Claim purchased the  Registrable  Securities
that are the subject thereof (or to the benefit of any person  controlling  such
person) if the untrue  statement or omission of material  fact  contained in the
preliminary  prospectus  was  corrected  in the  prospectus,  as then amended or
supplemented,  if such  prospectus  was timely  made  available  by the  Company
pursuant to Section 3(d),  and the  Indemnified  Person was promptly  advised in
writing not to use the  incorrect  prospectus  prior to


                                      -10-

<PAGE>

the use giving rise to a violation and such Indemnified Person,  notwithstanding
such  advice,  used it; (iii) shall not be available to the extent such Claim is
based on a failure of the  Investor to deliver or to cause to be  delivered  the
prospectus  made  available by the Company,  if such  prospectus was timely made
available by the Company  pursuant to Section 3(d);  and (iv) shall not apply to
amounts paid in settlement of any Claim if such  settlement is effected  without
the  prior  written  consent  of  the  Company,   which  consent  shall  not  be
unreasonably  withheld.  Such  indemnity  shall  remain in full force and effect
regardless of any investigation  made by or on behalf of the Indemnified  Person
and shall  survive the transfer of the  Registrable  Securities by the Investors
pursuant to Section 9.

                  b. In connection with any  Registration  Statement in which an
Investor  is  participating,  each such  Investor  agrees to  severally  and not
jointly indemnify,  hold harmless and defend, to the same extent and in the same
manner as is set forth in Section 6(a), the Company, each of its directors, each
of its officers who signs the  Registration  Statement each Person,  if any, who
controls the Company within the meaning of the 1933 Act or the 1934 Act (each an
"Indemnified  Party"),  against any Claim or Indemnified Damages to which any of
them may become subject, under the 1933 Act, the 1934 Act or otherwise,  insofar
as such  Claim  or  Indemnified  Damages  arise  out of or are  based  upon  any
Violation,  in each  case to the  extent,  and  only to the  extent,  that  such
Violation  occurs in reliance  upon and in conformity  with written  information
furnished to the Company by such Investor  expressly for use in connection  with
such  Registration  Statement;  and, subject to Section 6(c), such Investor will
reimburse  any legal or other  expenses  reasonably  incurred by an  Indemnified
Party in connection with  investigating  or defending any such Claim;  provided,
however,  that the  indemnity  agreement  contained in this Section 6(b) and the
agreement with respect to contribution contained in Section 7 shall not apply to
amounts paid in settlement of any Claim if such  settlement is effected  without
the  prior  written  consent  of  such  Investor,  which  consent  shall  not be
unreasonably withheld;  provided,  further,  however, that the Investor shall be
liable under this  Section  6(b) for only that amount of a Claim or  Indemnified
Damages as does not exceed the net proceeds to such  Investor as a result of the
sale of Registrable  Securities  pursuant to such Registration  Statement.  Such
indemnity shall remain in full force and effect  regardless of any investigation
made by or on behalf of such Indemnified Party and shall survive the transfer of
the   Registrable   Securities   by  the   Investors   pursuant  to  Section  9.
Notwithstanding  anything to the contrary contained herein, the  indemnification
agreement  contained  in this  Section  6(b)  with  respect  to any  preliminary
prospectus shall not inure to the benefit of any Indemnified Party if the untrue
statement or omission of material fact contained in the  preliminary  prospectus
was  corrected  on a  timely  basis  in  the  prospectus,  as  then  amended  or
supplemented.

                  c.  Promptly  after  receipt  by  an  Indemnified   Person  or
Indemnified  Party  under this  Section 6 of notice of the  commencement  of any
action or proceeding (including any governmental action or proceeding) involving
a Claim,  such  Indemnified  Person or  Indemnified  Party shall,  if a Claim in
respect thereof is to be made against any indemnifying  party under this Section
6,  deliver  to the  indemnifying  party a written  notice  of the  commencement
thereof, and the indemnifying party shall have the right to participate in, and,
to the  extent  the  indemnifying  party so  desires,  jointly  with  any  other
indemnifying party similarly  noticed,  to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified
Person or the Indemnified Party, as the case may be; provided,  however, that an
Indemnified  Person or Indemnified  Party shall have the right to retain its own
counsel  with the fees  and  expenses  of not  more  than one  counsel  for such
Indemnified  Person or Indemnified  Party to be paid by the indemnifying  party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the
representation  by such counsel of the Indemnified  Person or


                                      -11-

<PAGE>

Indemnified  Party and the  indemnifying  party  would be  inappropriate  due to
actual or  potential  differing  interests  between such  Indemnified  Person or
Indemnified  Party and any  other  party  represented  by such  counsel  in such
proceeding.  In the case of an Indemnified Person,  legal counsel referred to in
the immediately  preceding sentence shall be selected by the Investors holding a
majority in interest of the Registrable  Securities included in the Registration
Statement  to which the Claim  relates.  The  Indemnified  Party or  Indemnified
Person shall cooperate fully with the indemnifying  party in connection with any
negotiation or defense of any such action or Claim by the indemnifying party and
shall furnish to the indemnifying party all information  reasonably available to
the  Indemnified  Party or  Indemnified  Person which  relates to such action or
Claim.  The indemnifying  party shall keep the Indemnified  Party or Indemnified
Person  fully  apprized  as to the  status  of  the  defense  or any  settlement
negotiations with respect thereto. No indemnifying party shall be liable for any
settlement of any action, claim or proceeding effected without its prior written
consent,  provided,  however, that the indemnifying party shall not unreasonably
withhold,  delay or condition its consent. No indemnifying party shall,  without
the prior  written  consent  of the  Indemnified  Party or  Indemnified  Person,
consent  to  entry  of any  judgment  or  enter  into  any  settlement  or other
compromise which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such Indemnified  Party or Indemnified  Person of a
release  from all  liability in respect to such Claim or  litigation.  Following
indemnification  as provided  for  hereunder,  the  indemnifying  party shall be
subrogated to all rights of the  Indemnified  Party or  Indemnified  Person with
respect to all third parties,  firms or corporations  relating to the matter for
which  indemnification  has been made. The failure to deliver  written notice to
the indemnifying  party within a reasonable time of the commencement of any such
action  shall  not  relieve  such  indemnifying  party of any  liability  to the
Indemnified  Person or  Indemnified  Party  under this  Section 6, except to the
extent that the  indemnifying  party is prejudiced in its ability to defend such
action.

                  d. The  indemnification  required  by this  Section 6 shall be
made by  periodic  payments  of the  amount  thereof  during  the  course of the
investigation or defense,  as and when bills are received or Indemnified Damages
are incurred.

                  e.  The  indemnity  agreements  contained  herein  shall be in
addition to (i) any cause of action or similar right of the Indemnified Party or
Indemnified  Person  against  the  indemnifying  party or  others,  and (ii) any
liabilities the indemnifying party may be subject to pursuant to the law.


         7.       CONTRIBUTION.

                  To the extent any  indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying  party agrees to make the maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no person  involved in the sale of Registrable  Securities,  which person is
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the 1933 Act) in connection  with such sale,  shall be entitled to  contribution
from any person  involved  in such sale of  Registrable  Securities  who was not
guilty of fraudulent  misrepresentation;  and (ii) contribution by any seller of
Registrable  Securities shall be limited in amount to the net amount of proceeds
received by such seller from the sale of such Registrable Securities pursuant to
such Registration Statement.


                                      -12-

<PAGE>

         8.       REPORTS UNDER THE 1934 ACT.

                  With a view to making  available to the Investors the benefits
of Rule  144  promulgated  under  the  1933  Act or any  other  similar  rule or
regulation  of the  SEC  that  may at any  time  permit  the  Investors  to sell
securities of the Company to the public without  registration  ("Rule 144"), the
Company agrees to:

                  a. make and keep public information available,  as those terms
are understood and defined in Rule 144;

                  b. file with the SEC in a timely  manner all reports and other
documents required of the Company under the 1933 Act and the 1934 Act so long as
the Company  remains  subject to such  requirements  (it being  understood  that
nothing herein shall limit the Company's  obligations  under Section 4(c) of the
Securities  Purchase  Agreement)  and the  filing  of  such  reports  and  other
documents is required for the applicable provisions of Rule 144; and

                  c.  furnish to each  Investor  so long as such  Investor  owns
Registrable  Securities,  promptly upon request,  (i) a written statement by the
Company that it has complied  with the reporting  requirements  of Rule 144, the
1933 Act and the 1934 Act,  (ii) a copy of the most recent  annual or  quarterly
report of the  Company  and such other  reports  and  documents  so filed by the
Company,  and (iii) such other  information  as may be  reasonably  requested to
permit  the  investors  to sell such  securities  pursuant  to Rule 144  without
registration.

         9.       ASSIGNMENT OF REGISTRATION RIGHTS.

                  The  rights  under  this  Agreement  shall  be   automatically
assignable  by the  Investors  to any  transferee  of  all  or  any  portion  of
Registrable  Securities  if:  (i)  the  Investor  agrees  in  writing  with  the
transferee  or assignee to assign such rights,  and a copy of such  agreement is
furnished  to the  Company  within a  reasonable  time  after such  transfer  or
assignment; (ii) the Company is, within a reasonable time after such transfer or
assignment,  furnished  with written  notice of (a) the name and address of such
transferee  or  assignee,  and (b) the  securities  with  respect  to which such
registration  rights  are  being  transferred  or  assigned;  (iii)  immediately
following such transfer or assignment the further disposition of such securities
by the  transferee or assignee is restricted  under the 1933 Act and  applicable
state  securities  laws;  (iv) at or before the time the  Company  receives  the
written  notice  contemplated  by clause (ii) of this sentence the transferee or
assignee agrees in writing with the Company to be bound by all of the provisions
contained herein;  and (v) such transfer shall have been made in accordance with
the applicable requirements of the Securities Purchase Agreement.

         10.      AMENDMENT OF REGISTRATION RIGHTS.

                  Provisions of this Agreement may be amended and the observance
thereof may be waived (either  generally or in a particular  instance and either
retroactively  or  prospectively),  only with the written consent of the Company
and  Investors  who then hold a  majority  of the  Registrable  Securities.  Any
amendment or waiver effected in accordance with this Section 10 shall be binding
upon each Investor and the Company.  No such amendment shall be effective to the
extent  that it  applies  to less  than all of the  holders  of the  Registrable
Securities.  No consideration shall be offered or paid to any Person to amend or
consent to a waiver or  modification  of any provision of any of this  Agreement
unless the same  consideration  also is  offered  to all of the  parties to this
Agreement.


                                      -13-

<PAGE>

         11.      MISCELLANEOUS.

                  a. A Person is deemed to be a holder of Registrable Securities
whenever  such  Person  owns or is  deemed  to own of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or  more  Persons  with  respect  to the  same  Registrable
Securities,  the  Company  shall act upon the basis of  instructions,  notice or
election received from the registered owner of such Registrable Securities.

                  b. Any  notices,  consents,  waivers  or other  communications
required or permitted to be given under the terms of this  Agreement  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 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 a 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 Legal Counsel:

                           Katten Muchin Zavis
                           525 West Monroe Street, Suite 1600
                           Chicago, Illinois 60661-3693
                           Telephone: 312-902-5200
                           Facsimile: 312-902-1061
                           Attention: Robert J. Brantman, Esq.


                                      -14-

<PAGE>

If to the Buyer,  to its address and facsimile  number set forth on the Schedule
of Buyers attached hereto,  with copies to such Buyer's  representatives  as set
forth on the  Schedule  of Buyers,  or to such other  address  and/or  facsimile
number and/or to the  attention of such other person as the recipient  party has
specified by written notice given to each other party five (5) days prior to the
effectiveness of such change.  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 courier or  overnight  courier
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.

                  c.  Failure of any party to exercise any right or remedy under
this  Agreement or otherwise,  or delay by a party in  exercising  such right or
remedy, shall not operate as a waiver thereof.

                  d.  All  questions  concerning  the  construction,   validity,
enforcement  and  interpretation  of this  Agreement  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
jurisdictions  other than the State of New York.  Each party hereby  irrevocably
submits  to the  non-exclusive  jurisdiction  of the  state and  federal  courts
sitting the City of New York, borough of Manhattan,  for the adjudication of any
dispute hereunder or in connection herewith or with any transaction contemplated
hereby or discussed herein,  and hereby  irrevocably  waives,  and agrees not to
assert in any suit,  action or  proceeding,  any claim that it is not personally
subject  to the  jurisdiction  of any such  court,  that  such  suit,  action or
proceeding is brought in an  inconvenient  forum or that the venue of such suit,
action or proceeding is improper.  Each party hereby irrevocably waives personal
service of process and consents to process being served in any such suit, action
or  proceeding  by mailing a copy  thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient  service of process and notice  thereof.  Nothing  contained
herein  shall be deemed to limit in any way any  right to serve  process  in any
manner  permitted by law. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction  or the  validity  or  enforceability  of  any  provision  of  this
Agreement in any other  jurisdiction.  EACH PARTY HEREBY  IRREVOCABLY WAIVES ANY
RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST,  A JURY TRIAL FOR THE ADJUDICATION
OF ANY  DISPUTE  HEREUNDER  OR IN  CONNECTION  HEREWITH  OR ARISING  OUT OF THIS
AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

                  e. This  Agreement,  the Securities  Purchase  Agreement,  the
Warrants and the  Certificate of  Designations  constitute the entire  agreement
among the parties  hereto with respect to the subject matter hereof and thereof.
There are no  restrictions,  promises,  warranties or  undertakings,  other than
those  set  forth or  referred  to  herein  and  therein.  This  Agreement,  the
Securities Purchase Agreement,  the Warrants and the Certificate of Designations
supersede all prior agreements and understandings  among the parties hereto with
respect to the subject matter hereof and thereof.


                                      -15-

<PAGE>

                  f. Subject to the  requirements  of Section 9, this  Agreement
shall inure to the benefit of and be binding upon the permitted  successors  and
assigns of each of the parties hereto.

                  g. The  headings  in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

                  h. This  Agreement may be executed in identical  counterparts,
each of which shall be deemed an original but all of which shall  constitute one
and the same  agreement.  This  Agreement,  once  executed  by a  party,  may be
delivered to the other party hereto by facsimile  transmission of a copy of this
Agreement bearing the signature of the party so delivering this Agreement.

                  i. Each party  shall do and  perform,  or cause to be done and
performed,  all such further acts and things,  and shall execute and deliver all
such other  agreements,  certificates,  instruments and documents,  as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

                  j. All consents and other  determinations  required to be made
by the Investors  pursuant to this  Agreement  shall be made,  unless  otherwise
specified in this  Agreement,  by  Investors  holding at least a majority of the
Registrable  Securities,  determined as if all of the  Preferred  Shares and the
Warrants then  outstanding have been converted into or exercised for Registrable
Securities  without  regard to any  limitations  on  conversion of the Preferred
Shares or the exercise of the Warrants.

                  k. The language  used in this  Agreement  will be deemed to be
the language  chosen by the parties to express  their mutual intent and no rules
of strict construction will be applied against any party.

                  l. This  Agreement  is intended for the benefit of the parties
hereto and their respective permitted successors and assigns, and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.

                                   * * * * * *


                                      -16-

<PAGE>

         IN WITNESS WHEREOF,  the parties have caused this  Registration  Rights
Agreement to be duly executed as of day and year first above written.

COMPANY:                                BUYERS:

THE 3DO COMPANY                         HFTP INVESTMENT L.L.C.

By:/s/ James Alan Cook                  By:  Promethean Asset Management L.L.C
   -------------------                  Its: Investment Manager
   Name: James Alan Cook
   Its: Executive Vice President


                                        By: /s/ James F. O'Brien, Jr
                                            ------------------------
                                            Name: James F. O'Brien, Jr
                                            Title: Managing Member


                                        /s/  Fari Amini
                                            ------------------------
                                        Fari Amini

                                        /s/  Augustus S. Hawkins
                                            ------------------------
                                        Augustus S. Hawkins


                                        WM. M. & HELEN S. HAWKINS Trust U/A
                                        Apr. 25, 1981


                                        By: William M. Hawkins, Jr.
                                            ------------------------
                                            Name: William M. Hawkins, Jr
                                            Title: Trustee

                                        /s/  Mark Lewis
                                            ------------------------
                                        Mark Lewis

                                        /s/  Michael Marks
                                            ------------------------
                                        Michael Marks





<PAGE>





                                   NAYLOR 1992 REVOCABLE TRUST u/t/a
                                   2/4/92

                                   By: /s/ Duncan O. Naylor
                                       ------------------------
                                            Name: Duncan O. Naylor
                                            Title: Co-Trustee

                                   By: /s/ Barbara A. Naylor
                                       ------------------------
                                            Name:  Barbara A. Naylor
                                            Title: Co-Trustee


                                   EUGENE & CORINNE O'KELLY, as joint
                                   tenants

                                   By: /s/ Eugene O'Kelly
                                       ------------------------
                                            Name: Eugene O'Kelly


                                   By: /s/ Corinne O'Kelly
                                       ------------------------
                                            Name: Corinne O'Kelly


                                   THE POSEHN FAMILY TRUST Dated 10/5/94

                                   By: /s/ Michel R. Posehn
                                       ------------------------
                                       Name:  Michel R. Posehn
                                       Title: Trustee

                                    /s/ William R. Reid
                                       ------------------------
                                       William R. Reid

                                    /s/ Gregory Walter Riker & Janis Lea. Riker
                                       ------------------------
                                       Gregory Walter Riker &
                                       Janis Lea. Riker

                                    /s/ Charles W. Romberger
                                       ------------------------
                                       Charles W. Romberger

                                    /s/ Alfred Z. Spector
                                       ------------------------
                                       Alfred Z. Spector

                                    /s/ Bruce Zweig
                                       ------------------------
                                       Bruce Zweig


<PAGE>

                                        GAIA OFFSHORE MASTER FUND, LTD.

                                        By:  Promethean Asset Management L.L.C.
                                        Its:   Investment Manager


                                        By: /s/ James F. O'Brien, Jr.
                                            -------------------------
                                            Name: James F. O'Brien, Jr.
                                            Title: Managing Member

<PAGE>

<TABLE>
                                                  SCHEDULE OF BUYERS
<CAPTION>


                                                                              Number
                                                                               of
                                             Investor Address                Preferred      Investor's Legal Representatives'
       Investor's Name                     and Facsimile Number               Shares          Address and Facsimile Number
------------------------------    ---------------------------------------    ---------     ------------------------------------

Initial Buyers:
---------------
<S>                               <C>                                         <C>          <C>
HFTP Investment L.L.C.            c/o Promethean Asset Management L.L.C.      9,000        Promethean Investment Group, L.L.C.
                                  750 Lexington Avenue, 22nd Floor                         750 Lexington Avenue, 22nd Floor
                                  New York, New York 10022                                 New York, New York  10022
                                  Attention: James F. O'Brien, Jr.                         Attention: James F. O'Brien, Jr.
                                             John M. Floegel                                          John M. Floegel
                                             David M. Kittay                                          David M. Kittay
                                  Telephone: (212) 702-5200                                Telephone: (212) 702-5200
                                  Facsimile: (212) 758-9334                                Facsimile: (212) 758-9334

                                  Residence: New York                                      Katten Muchin Zavis
                                                                                           525 W. Monroe Street
                                                                                           Chicago, Illinois 60661-3693
                                                                                           Attention: Robert J. Brantman, Esq.
                                                                                           Telephone: (312) 902-5200
                                                                                           Facsimile:  (312) 902-1061

Gaia Offshore Master Fund,        c/o Promethean Asset Management L.L.C.      3,500        Promethean Investment Group, L.L.C.
Ltd.                              750 Lexington Avenue, 22nd Floor                         750 Lexington Avenue, 22nd Floor
                                  New York, New York 10022                                 New York, New York  10022
                                  Attention: James F. O'Brien, Jr.                         Attention: James F. O'Brien, Jr.
                                             John M. Floegel                                          John M. Floegel
                                             David M. Kittay                                          David M. Kittay
                                  Telephone: (212) 702-5200                                Telephone: (212) 702-5200
                                  Facsimile: (212) 758-9334                                Facsimile: (212) 758-9334

                                  Residence: New York                                      Katten Muchin Zavis
                                                                                           525 W. Monroe Street
                                                                                           Chicago, Illinois 60661-3693
                                                                                           Attention: Robert J. Brantman, Esq.
                                                                                           Telephone: (312) 902-5200
                                                                                           Facsimile: (312) 902-1061

Fari Amini                        202 Lagunitas Road                           100
                                  Ross, California 94957
                                  Telephone: (415) 453-2252
                                  Facsimile: ______________

                                  Residence: California

Augustus S. Hawkins               5070 Tara Avenue, #108                       200
                                  Las Vegas, Nevada 89146
                                  Telephone: (702) 386-3439
                                  Facsimile: ________________

                                  Residence: Nevada

Wm. M. & Helen S. Hawkins         Wm. M. Hawkins, Jr., Trustee               2,000
Trust U/A Apr. 25, 1981           6949 Fairway Road
                                  La Jolla, California 92037
                                  Telephone: (858) 459-7550
                                  Facsimile:  (858) 459-8429

                                  Residence: California


<PAGE>



CHI02 60016163v6

Mark Lewis                        371 Greendale Way                            100
                                  Redwood, California 94062
                                  Telephone: (650) 363-0651
                                  Facsimile: _______________

                                  Residence: California

Michael Marks                     2090 Fortune Drive                           250
                                  San Jose, California 95131
                                  Telephone:  (408) 428-1320
                                  Facsimile: ___________________

                                  Residence: California

Naylor 1992 Revocable Trust       Duncan Naylor & Barbara Naylor,               50
u/t/a 2/4/92                      Trustees
                                  1268 Estates Drive
                                  Los Altos, California 94024
                                  Telephone: (650) 233-7011
                                  Facsimile: ____________________

                                  Residence: California

Eugene & Corinne O'Kelly,         Eugene O'Kelly                               125
as joint tenants                  504 E. 87th Street
                                  New York, New York 10128
                                  Telephone: (212) 734-5002
                                  Facsimile: ___________________

                                  Residence: New York

The Posehn Family Trust           Michael R. Posehn, Trustee                    50
Dated 10/5/94                     P.O. Box 309
                                  Penryn, California 95663
                                  Telephone: (916) 663-9358
                                  Facsimile: ____________________

                                  Residence: California

William R. Reid                   1045 Fifth Avenue, Fifth Floor               100
                                  New York, New York 10028
                                  Telephone: (212) 521-5514
                                  Facsimile: __________________

                                  Residence: New York

Charles W. Romberger              235 Ridgeway Avenue                           95
                                  Fairfax, California 94930
                                  Telephone: (415) 457-7332
                                  Facsimile: _____________________

                                  Residence: California

Alfred Z. Spector                 45 Iden Avenue                               100
                                  Pelham Manor, New York 10803
                                  Telephone: (914) 738-7937
                                  Facsimile: _______________

                                  Residence: New York

Bruce Zweig                       1770 Green St., #604                          50
                                  San Francisco, CA 94123
                                  Telephone: (415) 922-0230
                                  Facsimile: _______________

                                  Residence: California


<PAGE>

Second Buyers:
--------------

Gregory Walter Riker &            Gregory Walter Riker &                       100
Janis Lea Riker                   Janis Lea Riker
                                  2821 Second Avenue #2301
                                  Seattle, WA. 98121
                                  Telephone: (206) 399-2852
                                  Facsimile:

                                  Residence: Washington

Total                                                                       15,820

</TABLE>


<PAGE>

                                                                       EXHIBIT A
                         FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT

[TRANSFER AGENT]
Attn:_____________________


                  Re:      The 3DO Company

Ladies and Gentlemen:

         We  are  counsel  to The  3DO  Company,  a  Delaware  corporation  (the
"Company"),  and have  represented  the Company in connection  with that certain
Securities  Purchase  Agreement (the "Purchase  Agreement")  entered into by and
among the Company and the buyers named  therein  (collectively,  the  "Holders")
pursuant  to which the  Company  issued to the  Holders  shares of its  Series A
Convertible Preferred Stock, par value $0.01 per share, (the "Preferred Shares")
convertible into shares of the Company's common stock, par value $0.01 per share
(the "Common  Stock"),  and warrants to purchase shares of the Common Stock (the
"Warrants").  Pursuant to the Purchase  Agreement,  the Company also has entered
into a Registration Rights Agreement with the Holders (the "Registration  Rights
Agreement")  pursuant  to which the  Company  agreed,  among  other  things,  to
register  the  Registrable  Securities  (as defined in the  Registration  Rights
Agreement), including the shares of Common Stock issuable upon conversion of the
Preferred Shares and exercise of the Warrants, under the Securities Act of 1933,
as amended (the "1933 Act"). In connection with the Company's  obligations under
the Registration Rights Agreement,  on ____________ ___, 200_, the Company filed
a  Registration  Statement  on  Form  S-3  (File  No.   333-_____________)  (the
"Registration  Statement")  with the  Securities  and Exchange  Commission  (the
"SEC") relating to the Registrable Securities which names each of the Holders as
a selling stockholder thereunder.

         In connection  with the  foregoing,  we advise you that a member of the
SEC's  staff has  advised  us by  telephone  that the SEC has  entered  an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME
OF  EFFECTIVENESS]  on [ENTER DATE OF  EFFECTIVENESS]  and we have no knowledge,
after  telephonic  inquiry of a member of the SEC's  staff,  that any stop order
suspending its  effectiveness  has been issued or that any  proceedings for that
purpose  are  pending  before,  or  threatened  by, the SEC and the  Registrable
Securities  are  available  for  resale  under  the  1933  Act  pursuant  to the
Registration Statement.

                                                     Very truly yours,

                                                     [ISSUER'S COUNSEL]


                                                     By:________________________

cc:      [LIST NAME OF HOLDERS]