3DO CO
WARRANT TO PURCHASE
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>p16526_ex10-3.txt
<DESCRIPTION>WARRANT TO PURCHASE
<TEXT>

                                                                    EXHIBIT 10.3

THIS  WARRANT  HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE "ACT"),  OR ANY APPLICABLE  STATE  SECURITIES  LAWS, AND MAY NOT BE
SOLD,  OFFERED  FOR SALE OR  TRANSFERRED  UNLESS  SUCH  SALE OR  TRANSFER  IS IN
ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS OR
AN EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF SUCH ACT AND APPLICABLE LAWS
IS AVAILABLE WITH RESPECT THERETO.


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


                                                    Issue Date: January __, 2003

Warrant No. CW-__                            ____________ Shares of Common Stock

         1.  Issuance.   This  Warrant  is  issued  to  _________________   (the
"Holder"),  by The 3DO Company,  a Delaware  corporation  (hereinafter  with its
successors called the "Company")  pursuant to the Securities  Purchase Agreement
of even date herewith (the "Purchase Agreement"). Capitalized terms used but not
otherwise  defined  herein  shall  have  the  meanings  ascribed  to them in the
Purchase Agreement.

         2.  Purchase  Price;   Number  of  Shares.   Subject  to  the  exercise
restriction  provided for in Section 6 hereof,  this Warrant certifies that, for
value  received,  the Holder of this Warrant is entitled upon  surrender of this
Warrant with the  subscription  form annexed hereto as Appendix 1 duly executed,
at  the  principal  office  of  the  Company,   to  purchase  from  the  Company
_____________ fully paid and nonassessable shares of Common Stock of the Company
(the  "Common  Stock")  at a price per share  (the  "Purchase  Price") of $2.60,
subject to adjustment pursuant to Sections 8 and 9 below.

         3. Payment of Purchase Price.  Subject to Section 4, the Purchase Price
may be paid  (i) in cash or by  certified  check or wire  transfer,  (ii) by the
cancellation,  surrender  or  forgiveness  by the  Holder to the  Company of any
promissory notes or other obligations issued by the Company, with all such notes
and obligations so surrendered  being credited  against the Purchase Price in an
amount equal to the principal  amount thereof plus accrued  interest to the date
of surrender, or (iii) by any combination of the foregoing.

<PAGE>

         4. Net Issue  Election.  Notwithstanding  any provisions  herein to the
contrary, the Holder may elect to receive,  without the payment by the Holder of
any  additional  consideration,  shares of Common  Stock  equal to the value (as
determined  below) of this  Warrant  by the  surrender  of this  Warrant  to the
Company,  with the net issue  election  notice  set forth in  Appendix 1 annexed
hereto duly executed,  at the principal  office of the Company.  Thereupon,  the
Company  shall issue to the Holder  such number of fully paid and  nonassessable
shares of Common Stock as is computed using the following formula:

                                   X = Y(A-B)
                                       ------
                                         A

where:                     X = the number of shares of Common Stock to be issued
                  to the Holder pursuant to this Section 4.

                           Y = the number of shares of Common  Stock  covered by
                  this  Warrant  or, if only a portion  of the  Warrant is being
                  exercised,  the portion of the Warrant being  exercised at the
                  time the net issue  election is made  pursuant to this Section
                  4.

                           A = the  fair  market  value of one  share of  Common
                  Stock,  determined as follows:  (i) if at such time the Common
                  Stock is listed on a national  securities  exchange  or on the
                  over-the-counter  market, then the closing price of the Common
                  Stock on the  business  day  immediately  prior to the date of
                  exercise  or, if no sale of the Common  Stock was made on such
                  day, the first  business day  immediately  preceding  such day
                  upon which a sale was made, or (ii) if at such time the Common
                  Stock is not listed on a national  securities  exchange  or on
                  the over-the-counter  market, then as determined in good faith
                  by the Board and agreed to by Holder at the time the net issue
                  election is made pursuant to this Section 4.

                           B = the  Purchase  Price in effect under this Warrant
                  at the time the net issue  election  is made  pursuant to this
                  Section 4.

         5.  Fractional  Shares.  No  fractional  shares  shall be  issued  upon
exercise of this Warrant.  The Company shall,  in lieu of issuing any fractional
share,  pay the  holder  entitled  to such  fraction a sum in cash equal to such
fraction multiplied by the then effective Purchase Price.

         6. Exercise.

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

                                      -2-
<PAGE>

                  (b)  Delivery.  To effect  conversions  hereunder,  the Holder
shall not be required to physically  surrender this Warrant unless the aggregate
shares  represented  by this Warrant are being  exercised.  Upon delivery of the
Form of Election to Purchase to the Company (with the attached  Shares  Exercise
Log) at its address for notice set forth herein and upon payment of the Purchase
Price multiplied by the number of shares of Common Stock that the Holder intends
to purchase  hereunder,  the Company shall  promptly (but in no event later than
three business days after the date of exercise) issue and deliver to the Holder,
a certificate for the shares of Common Stock issuable upon such exercise, which,
unless  otherwise  required  by  the  Purchase  Agreement,   shall  be  free  of
restrictive  legends.  The  Company  shall,  upon  request  of  the  Holder  and
subsequent to the date on which a registration  statement covering the resale of
the shares of Common Stock has been  declared  effective by the  Securities  and
Exchange Commission,  deliver shares of Common Stock electronically  through the
Depository  Trust  Corporation  or  another  established   clearing  corporation
performing similar functions, if available, provided, that, the Company may, but
will not be required to change its transfer agent if its current  transfer agent
cannot  deliver  such  shares   electronically   through  the  Depository  Trust
Corporation.

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

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

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

                                      -3-
<PAGE>

representing  shares of Common  Stock upon  exercise  of the Warrant as required
pursuant to the terms hereof.

         7. Reserved Shares; Valid Issuance.  The Company covenants that it will
at all times from and after the date  hereof  reserve  and keep  available  such
number of its  authorized  shares of Common Stock of the Company,  free from all
preemptive  or  similar  rights  therein,  as will be  sufficient  to permit the
exercise of this Warrant in full. If at any time between the date hereof and the
Expiration  Date, the number of authorized  but unissued  shares of Common Stock
shall not be  sufficient to permit  exercise of this  Warrant,  the Company will
take such  corporate  action as may be necessary to increase its  authorized but
unissued  shares of Common Stock to such number of shares as shall be sufficient
for such  purposes.  The Company  further  covenants  that such shares as may be
issued  pursuant  to such  exercise  will,  upon  issuance,  be duly and validly
issued,  fully paid and nonassessable and free from all taxes, liens and charges
with respect to the issuance thereof.

         8. Stock  Splits and  Dividends.  If after the date  hereof the Company
shall  subdivide the Common Stock,  by stock split or otherwise,  or combine the
Common Stock, or issue  additional  shares of Common Stock in payment of a stock
dividend on the Common Stock,  the number of shares of Common Stock  issuable on
the exercise of this Warrant shall forthwith be proportionately increased in the
case of a subdivision or stock  dividend,  or  proportionately  decreased in the
case of a combination, and the Purchase Price shall forthwith be proportionately
decreased in the case of a subdivision  or stock  dividend,  or  proportionately
increased in the case of a combination.

         9. Mergers and Reclassifications.  If after the date hereof the Company
shall  enter  into any  Reorganization  (as  hereinafter  defined),  then,  as a
condition of such  Reorganization,  lawful  provisions  shall be made,  and duly
executed  documents  evidencing the same from the Company or its successor shall
be delivered to the Holder,  so that the Holder shall  thereafter have the right
to  purchase,  at a total price not to exceed that  payable upon the exercise of
this  Warrant  in  full,  the kind and  amount  of  shares  of stock  and  other
securities and property  receivable upon such  Reorganization by a holder of the
number of shares of Common  Stock which might have been  purchased by the Holder
immediately  prior  to such  Reorganization,  and in any such  case  appropriate
provisions  shall be made with  respect to the rights and interest of the Holder
to the end that the provisions hereof (including without limitation,  provisions
for the  adjustment  of the  Purchase  Price and the  number of shares  issuable
hereunder)  shall thereafter be applicable in relation to any shares of stock or
other securities and property  thereafter  deliverable upon exercise hereof. For
the purposes of this Section 9, the term "Reorganization"  shall include without
limitation any reclassification,  capital reorganization or change of the Common
Stock (other than as a result of a  subdivision,  combination  or stock dividend
provided for in Section 8 hereof),  or any consolidation of the Company with, or
merger of the Company into, another  corporation or other business  organization
(other than a merger in which the Company is the surviving corporation and which
does not  result in any  reclassification  or change of the  outstanding  Common
Stock),  or any sale or  conveyance  to another  corporation  or other  business
organization of all or substantially all of the assets of the Company.

         10. No Voting or Dividend  Rights.  Nothing  contained  in this Warrant
shall be construed as conferring  upon the Holder hereof the right to vote or to
consent  or to  receive  notice as a  shareholder  of the  Company  or any other
matters or any rights  whatsoever as a  shareholder  of the Company prior to the
exercise of the Holder's  rights to purchase  shares of Common Stock as provided
for herein.  No dividends or interest  shall be payable or accrued in respect of
this  Warrant  or the  interest

                                      -4-
<PAGE>

represented  hereby or the shares  purchasable  hereunder until, and only to the
extent that, this Warrant shall have been exercised.

         11.  Amendment.  The terms of this Warrant may be amended,  modified or
waived only with the written consent of the Holder.

         12. Notices, Etc. Any notice,  request or other communication  required
or permitted hereunder shall be in writing and shall be deemed to have been duly
given (i) upon receipt if personally delivered,  (ii) three (3) days after being
mailed by registered or certified mail, postage prepaid,  or (iii) one day after
being sent by recognized overnight courier or by facsimile, if to Holder, at c/o
Company at 200 Cardinal Way,  Redwood City,  California  94063, or at such other
address or number as Holder shall have furnished to Company in writing, or if to
Company,  at 200 Cardinal Way,  Redwood City,  California 94063 or at such other
address or number as Company shall have furnished to Holder in writing.

         13. Descriptive Headings and Governing Law. The descriptive headings of
the several sections and paragraphs of this Warrant are inserted for convenience
only and do not constitute a part of this Warrant.  This Warrant and all actions
arising  out of or in  connection  with this  Warrant  shall be  governed by and
construed in accordance  with the laws of the State of Delaware,  without regard
to the conflicts of law provisions of the State of Delaware.

         14. Successors and Assigns.  Holder may not sell, transfer or otherwise
dispose of the Securities  except in accordance with the restrictions set out in
the Purchase  Agreement.  The rights and obligations of Company and Holder shall
be binding upon and benefit the successors,  assigns, heirs,  administrators and
transferees of the parties.

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

                                      -5-
<PAGE>

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


Dated January ___, 2003                 The 3DO Company


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

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

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

                                      -6-
<PAGE>

                          FORM OF ELECTION TO PURCHASE

                                                             Date: _____________
The 3DO Company
200 Cardinal Way
Redwood City, CA 94063

Ladies and Gentlemen:

The undersigned hereby elects:

         ____ to  exercise  the  warrant  issued to it by The 3DO  Company  (the
         "Company")  and dated January __, 2003 (the  "Warrant") and to purchase
         ____________  shares of the Common Stock of the Company (the  "Shares")
         purchasable  thereunder at a purchase price of _______________  ($____)
         per Share (the "Purchase  Price")  pursuant to the terms of the Warrant
         and the  undersigned  delivers the Purchase  Price  herewith in full in
         cash or by certified  check or wire transfer or as otherwise  permitted
         pursuant to Section 3 of the Warrant.

         ____ to  purchase  _______  shares of the Common  Stock of the  Company
         pursuant  to the  terms of the net  exercise  provisions  set  forth in
         Section 4 of the Warrant.

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

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


                                              Very truly yours,

                                              [Purchaser]

                                              __________________________________

<PAGE>

                                  Exercise Log

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

















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

                                      -2-

</TEXT>
</DOCUMENT>
