3DO CO
EXHIBIT 10.5
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>7
<FILENAME>a2030444zex-10_5.txt
<DESCRIPTION>EXHIBIT 10.5
<TEXT>

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                                                                    Exhibit 10.5

                            STOCK PURCHASE AGREEMENT



         This Stock Purchase Agreement, dated as of October 31, 2000, (this
"AGREEMENT") is entered into by and among The 3DO Company, a Delaware
corporation, (the "COMPANY") and William M. Hawkins, III (the "PURCHASER"). The
parties, intending to be legally bound, hereby agree as follows:

         1. SALE OF COMMON STOCK. Subject to the terms and conditions of this
Agreement, Company hereby agrees to sell to Purchaser and Purchaser hereby
agrees to purchase from Company an aggregate of 4,848,485 shares of Company's
Common Stock (the "Shares"), at the purchase price of $3.09375 per share for an
aggregate purchase price of $15,000,000.47.

         2. PAYMENT OF PURCHASE PRICE. The purchase price for the Shares shall
be paid by delivery to Company at the time of execution of this Agreement of a
check, wire transfer, or any combination thereof, in the amount of
$15,000,000.47, payable to Company (the "Closing Date").

         3. WARRANT. In consideration of Purchaser's commitment to purchase up
to an aggregate principal amount of $3,600,000 of Common Stock from Company,
Company shall issue a warrant to Purchaser in the form attached hereto as
EXHIBIT A (the "Warrant").

         4. REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents
and warrants to Purchaser that, the statements contained in the following
paragraphs of this Section 4 are all true and correct as of the Closing Date:

            (a) ORGANIZATION AND STANDING: ARTICLES AND BYLAWS. Company is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware and has all requisite corporate power and authority to
carry on its business as now conducted.

            (b) CORPORATE POWER. Company has all requisite legal and corporate
power to enter into, execute and deliver this Agreement and the Warrant. This
Agreement, and upon issuance, the Warrant will be valid and binding obligations
of Company, enforceable in accordance with their terms, except as the same may
be limited by bankruptcy, insolvency, moratorium, and other laws of general
application affecting the enforcement of creditors' rights.

            (c) AUTHORIZATION.

                (1) CORPORATE ACTION. All corporate and legal action on the part
of Company, its officers, directors and shareholders necessary for the execution
and delivery of this Agreement, the Warrant, the sale and issuance of the
Shares, the sale and issuance of the Warrant, the shares issuable upon the
exercise of the Warrant, and the performance of Company's obligations hereunder
and under the Warrant have been taken.
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                (2) VALID ISSUANCE. The Shares, the Warrant, and the shares of
Common Stock issued upon exercise of the Warrant (collectively, the
"SECURITIES"), when issued in compliance with the provisions of this Agreement
and the Warrant will be validly issued and will be free of any liens or
encumbrances; PROVIDED, HOWEVER, that the Securities may be subject to
restrictions on transfer under state and/or federal securities laws as set forth
herein, and as may be required by future changes in such laws.

            (d) GOVERNMENT CONSENT, ETC. No consent, approval, order or
authorization of, or designation, registration, declaration or filing with, any
federal, state, local or other governmental authority on the part of Company is
required in connection with the valid execution and delivery of this Agreement,
the Warrant or the offer, sale or issuance of the Securities, other than, if
required, filings or qualifications under the California Corporate Securities
Law of 1968, as amended (the "CALIFORNIA LAW"), or other applicable blue sky
laws, which filings or qualifications, if required, will be timely filed or
obtained by Company.

         5. REPRESENTATIONS AND WARRANTIES BY PURCHASER. Purchaser represents
and warrants to Company as of the Closing Date as follows:

            (a) INVESTMENT INTENT: AUTHORITY. This Agreement is made with
Purchaser in reliance upon Purchaser's representation to Company, evidenced by
Purchaser's execution of this Agreement, that Purchaser is acquiring the
Securities for investment for Purchaser's own account, not as nominee or agent,
for investment and not with a view to, or for resale in connection with, any
distribution or public offering thereof within the meaning of the Securities Act
of 1933, as amended, (the "SECURITIES ACT") or the California Law. Purchaser has
the full right, power, authority and capacity to enter into and perform this
Agreement and the Agreement will constitute a valid and binding obligation upon
Purchaser, except as the same may be limited by bankruptcy, insolvency,
moratorium, and other laws of general application affecting the enforcement of
creditors' rights.

            (b) SECURITIES NOT REGISTERED. Purchaser understands and
acknowledges that the offering of the Securities pursuant to this Agreement will
not be registered under the Securities Act or qualified under the California Law
on the grounds that the offering and sale of securities contemplated by this
Agreement are exempt from registration under the Securities Act and exempt from
qualification pursuant to section 25102(f) of the California Law, and that
Company's reliance upon such exemptions is predicated upon Purchaser's
representations set forth in this Agreement. Purchaser acknowledges and
understands that resale of the Securities may be restricted indefinitely unless
the Securities are subsequently registered under the Securities Act and
qualified under the California Law or an exemption from such registration and
such qualification is available. Purchaser acknowledges that Company is under no
obligation to effect any registration with respect to the Securities or to file
for or comply with any exemption from registration.

            (c) LOCK-UP AND TRANSFER RESTRICTIONS. Purchaser covenants that in
no event will it sell, transfer or otherwise dispose of any of the Securities
prior to the second anniversary of the Closing Date. After the second
anniversary of the Closing Date, Purchaser

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covenants that in no event will it sell, transfer or otherwise dispose of any of
the Securities other than in conjunction with an effective registration
statement for the Securities under the Securities Act or pursuant to an
exemption therefrom, or in compliance with Rule 144 promulgated under the
Securities Act or to a person related to or an entity affiliated with said
Purchaser and other than in compliance with the applicable securities regulation
laws of any state.

            (d) KNOWLEDGE AND EXPERIENCE. Purchaser (i) has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of Purchaser's prospective investment in the Securities; (ii)
has the ability to bear the economic risks of Purchaser's prospective
investment; (iii) has had all questions which have been asked by Purchaser
satisfactorily answered by Company; and (iv) has not been offered the Securities
by any form of advertisement, article, notice or other communication published
in any newspaper, magazine, or similar media or broadcast over television or
radio, or any seminar or meeting whose attendees have been invited by any such
media. Purchaser represents and warrants that it is an "accredited investor"
within the meaning of Rule 501 of Regulation D of the Securities Act.

         6. LEGENDS. Company will place the following legends on each
certificate representing Securities:

            THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
            UNDER THE SECURITIES ACT OF 1933, AS AMENDED ("ACT"), OR ANY
            APPLICABLE STATE SECURITIES LAWS ("BLUE SKY LAWS"). ANY
            TRANSFER OF SUCH SECURITIES WILL BE INVALID UNLESS A
            REGISTRATION STATEMENT UNDER THE ACT OR AS REQUIRED BY BLUE
            SKY LAWS IS IN EFFECT AS TO SUCH TRANSFER OR IN THE OPINION OF
            COUNSEL SATISFACTORY TO THE COMPANY SUCH REGISTRATION IS
            UNNECESSARY IN ORDER FOR SUCH TRANSFER TO COMPLY WITH THE ACT
            OR BLUE SKY LAWS.

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

         7. MISCELLANEOUS.

            (a) WAIVERS AND AMENDMENTS. Any provision of this Agreement may be
amended, waived or modified upon the written consent of Company and Purchaser.

            (b) GOVERNING LAW. This Agreement, and the Warrant and all actions
arising out of or in connection with this Agreement, and the Warrant shall be
governed by and construed in accordance with the laws of the State of
California, without regard to the conflicts of law

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provisions of the State of California or of any other state. The parties
acknowledge and agree that the exclusive venue and jurisdiction of any dispute
arising out of this Agreement shall be a federal or state court located in the
County of San Francisco, California.

            (c) ENTIRE AGREEMENT. This Agreement together with the exhibits
attached hereto constitute the full and entire understanding and agreement
between the parties with regard to the subjects hereof and thereof.

            (d) SURVIVAL. The representations, warranties, covenants and
agreements made herein shall survive the execution and delivery of this
Agreement.

            (e) EXPENSES. Company shall pay on demand all reasonable fees and
expenses incurred by Purchaser, including reasonable legal fees and expenses in
connection with the preparation, execution and delivery of this Agreement up to
a maximum amount of $5,000.

            (f) NOTICES, ETC. Any notice, request or other communication
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given (i) upon receipt if personally delivered, (ii) three (3) days
after being mailed by registered or certified mail, postage prepaid, or (iii)
one day after being sent by recognized overnight courier or by facsimile, if to
Purchaser, at c/o Company at 600 Galveston Drive, Redwood City, California
94063, or at such other address or number as Purchaser shall have furnished to
Company in writing, or if to Company, at 600 Galveston Drive, Redwood City,
California 94063 or at such other address or number as Company shall have
furnished to Purchaser in writing.

            (g) VALIDITY. If any provision of this Agreement, or the Warrant
shall be judicially determined to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

            (h) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall be deemed to constitute one instrument.

            (i) ASSIGNMENT. The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties. Nothing in this Agreement, express or implied, is
intended to confer upon any party other than the parties hereto or their
respective successors and assigns any rights, remedies, obligations, or
liabilities under or by reason of this Agreement, except as expressly provided
in this Agreement.

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         IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed and delivered by their proper and duly authorized officers as of the
date and year first written above.

                                           COMPANY:

                                           THE 3DO COMPANY
                                           A DELAWARE CORPORATION

                                           By:
                                              ----------------------------------

                                           Its:
                                               ---------------------------------







THE 3DO COMPANY
SIGNATURE PAGE TO THE
STOCK PURCHASE AGREEMENT

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                                               PURCHASER:

                                               WILLIAM M. HAWKINS, III



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



TRIP HAWKINS
SIGNATURE PAGE TO THE
STOCK PURCHASE AGREEMENT


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