3DO CO
FORM OF SECURED SUBSEQUENT NOTE
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>8
<FILENAME>p16465_10-6.txt
<DESCRIPTION>FORM OF SECURED SUBSEQUENT NOTE
<TEXT>
                                 THE 3DO COMPANY

                             SECURED SUBSEQUENT NOTE


$_____________________                                             [insert date]
                                                        Redwood City, California

         FOR  VALUE   RECEIVED  The  3DO  Company,   a  California   corporation
("Company")  promises to pay to William M.  Hawkins,  III  ("Investor"),  or his
registered assigns,  the principal sum of  _____________________________________
($_______________),  or such  lesser  amount  as  shall  equal  the  outstanding
principal  amount  hereof,  together with interest from the date of this Note on
the unpaid  principal  balance at a rate equal to nine and  one-half  percent (9
1/2%) per annum,  computed on the basis of the actual number of days elapsed and
a year of 365 days.  All unpaid  principal,  together  with any then  unpaid and
accrued interest and other amounts payable  hereunder,  shall be due and payable
(i) upon five (5) days prior  written  notice by Investor  to  Company,  or (ii)
when,  upon or after the  occurrence of an Event of Default (as defined  below),
such amounts are declared due and payable by Investor or made  automatically due
and payable in accordance with the terms hereof. In addition, this Note shall be
subject to  prepayment  as set forth  below.  Company will make all payments due
under this Note in immediately  available  United States dollars,  by 11:00 A.M.
(California  time) on the date  such  payment  is due in the  manner  and at the
address for such purpose specified by Investor from time to time in writing.

         The  following  is a  statement  of the  rights  of  Investor  and  the
conditions  to  which  this  Note is  subject,  and to  which  Investor,  by the
acceptance of this Note,  and Company  agree:

         1. Definitions.  As used in this Note, the following  capitalized terms
have the following meanings:

                  (a) "Business Day" means any day other than a Saturday, Sunday
or public holiday under the laws of California.

                  (b)  "Change of  Control"  means a merger,  stock  transfer or
issuance  of  voting  securities,  in one or more  related  transactions,  which
results  in  Company's  or  Parent's,  as  applicable,  stockholders  before the
transaction(s)  owning voting securities after the transactions(s)  representing
the right to elect less than half of the  directors  of  Company  or Parent,  as
applicable,  (in  a  reverse  merger,  stock  transfer  or  issuance  of  voting
securities)  or  successor  entity  (in a  forward  merger or the sale of all or
substantially all of Company's or Parent's assets, in one or more transactions).


                  (c) "Event of Default" is defined in Section 6.

                  (d) "Lien" means,  with respect to any property,  any security
interest,  mortgage, pledge, lien, claim, charge or other encumbrance in, of, or
on such property or the income therefrom,  including the interest of a vendor or
lessor  under a  conditional  sale  agreement,  capital  lease  or  other



<PAGE>

title retention agreement, or any agreement to provide any of the foregoing, and
the filing of any financing  statement or similar  instrument  under the Uniform
Commercial Code or comparable law of any jurisdiction.

                  (e) "Note and Warrant  Purchase  Agreement" means the Note and
Warrant Purchase Agreement by and among Parent, Company and Investor dated as of
December 27, 2002.

                  (f) "Material  Adverse Effect" means a material adverse effect
on (a) the business,  prospects,  assets,  operations or financial  condition of
Company or Parent;  (b) the ability of Company to pay or perform the Obligations
in  accordance  with the terms of this Note;  or (c) the rights and  remedies of
Investor  under  this  Note,  the other  Transaction  Documents  or any  related
document, instrument or agreement.

                  (g) "Parent" means The 3DO Company, a Delaware corporation.

                  (h) "Person" means an individual, a partnership, a corporation
(including  a  business  trust),  a joint  stock  company,  a limited  liability
company,  an  unincorporated  association,  a joint  venture or other  entity or
governmental authority.

                  (i)  "Preferred  Stock" means  Parent's  Series A  Convertible
Preferred  Stock,  par value $0.01, as described in the Parent's  Certificate of
Designations  filed with the  Secretary  of State of Delaware as of December 10,
2001 ("Parent's Certificate of Designations").

                  (j)  "Security  Agreement"  means  the  Amended  and  Restated
Security Agreement dated as of December 27, 2002 between Company and Investor.

                  (k)  "Transaction  Documents"  means this  Note,  the Note and
Warrant Purchase Agreement,  other notes issued pursuant to the Note and Warrant
Purchase  Agreement,  the  Warrant,  the  Registration  Rights  Agreement  dated
December 27, 2002 between Parent and Investor, the Security Agreement,  and each
UCC financing  statement or notice of security interest filed in connection with
the Security Agreement.

                  (l) "Warrant"  means the warrant dated as of December 27, 2002
issued by Parent to Investor.

         All  capitalized  terms not  otherwise  defined  herein  shall have the
respective  meanings  given in the  Security  Agreement  or the Note and Warrant
Purchase Agreement.

         2.  Interest.  Accrued  interest on this Note shall be payable ten days
after the last day of each  calendar  quarter  until the  outstanding  principal
amount  hereof  shall be paid in full,  with the first such payment due ten days
after  [insert  date of first  quarter end after  issuance].  Interest  shall be
payable in cash.

         3. Prepayment.

                  (a)  Optional  Prepayment.  Upon five (5) days  prior  written
notice to Investor,  Company may prepay this Note in whole or in part;  provided
that any such  prepayment  will be


                                       2
<PAGE>

applied first to the payment of expenses due under this Note, second to interest
accrued on this Note and third,  if the amount of prepayment  exceeds the amount
of all such expenses and accrued  interest,  to the payment of principal of this
Note.

                  (b)  Mandatory  Prepayment  on  Change  of  Control.   Without
limiting  Investor's right to demand prepayment at any time, Company must prepay
this Note in whole,  including all expenses and accrued  interest,  concurrently
with the closing of any transaction that constitutes a Change of Control.


         4. [Intentionally Omitted]

         5. Certain Covenants.

                  (a) Use of Proceeds.  Company  will use the proceeds  from the
sale of the Note for general corporate purposes and working capital.

                  (b)  Financial   Information.   Company  agrees  to  send  the
following to Investor:  (i) unless the  following are filed with the SEC through
EDGAR and are  available to the public  through  EDGAR,  within two (2) Business
Days after the filing thereof with the SEC, a copy of Parent's Annual Reports on
Form 10-K, its Quarterly  Reports on Form 10-Q, any Current  Reports on Form 8-K
and any  registration  statements  (other than on Form S-8) or amendments  filed
pursuant to the Securities Act of 1933, as amended;  (ii) on the same day as the
release  thereof,  facsimile  copies of all press releases  issued by Company or
Parent;  and (iii) copies of any notices and other information made available or
given to the stockholders of Parent generally, contemporaneously with the making
available or giving thereof to the stockholders.

                  (c) Notice of Certain Events.  Company shall provide  Investor
with prompt written notice of the occurrence of any of the following events:

                           (i)  Breaches of  Covenants.  Company or Parent shall
fail to observe or perform any  covenant,  obligation,  condition  or  agreement
contained in this Note or the other Transaction Documents; or

                           (ii)    Representations    and    Warranties.     Any
representation,   warranty,   certificate,  or  other  statement  (financial  or
otherwise) made or furnished by or on behalf of Company or Parent to Investor in
writing in connection with this Note or any of the other Transaction  Documents,
or as an  inducement  to  Investor  to  enter  into  this  Note  and  the  other
Transaction Documents,  shall be false,  incorrect,  incomplete or misleading in
any material respect when made or furnished; or

                           (iii)  Other  Payment   Obligations.   Either  (A)  a
"Triggering  Event" (as defined in the  Parent's  Certificate  of  Designations)
shall have occurred with respect to the Preferred  Stock;  (B) Parent shall have
failed to pay a dividend  in a proper and  timely  manner to the  holders of the
Preferred  Stock;  or (C) Company  shall (1) fail to make any  payment  when due
under the terms of any other  indebtedness,  or (2) default in the observance or
performance  of any other  agreement,  term or condition  contained in any other
indebtedness,  and the effect of such failure or default is to cause,


                                       3
<PAGE>

or permit the creditor thereof to cause, the obligations of Company with respect
thereto to become due prior to their stated date of maturity thereto; or

                           (iv)  Judgments.  A final  judgment  or order for the
payment of money in excess of Two  Hundred  Fifty  Thousand  Dollars  ($250,000)
(exclusive of amounts covered by insurance) shall be rendered against Company or
Parent, or any judgment, writ, assessment,  warrant of attachment,  or execution
or similar  process shall be issued or levied against a substantial  part of the
property of Company or Parent; or

                           (v) Transaction  Documents.  Any Transaction Document
or any material term thereof shall cease to be, or be asserted by Company not to
be, a legal, valid and binding  obligation of Company  enforceable in accordance
with its terms or if the Liens of  Investor  on the  Collateral  pursuant to the
Security  Agreement  shall cease to be or shall not be valid,  perfected,  first
priority  (subject to Permitted  Liens) Liens or Company  shall assert that such
Liens are not valid and perfected,  first priority  (subject to Permitted Liens)
Liens on the Collateral; or

                           (vi)  Nasdaq   Listing.   Parent's  common  stock  is
suspended from trading or no longer listed on the Nasdaq National Market.


         6. Events of Default.  The  occurrence  of any of the  following  shall
constitute  an  "Event of  Default"  under  this Note and the other  Transaction
Documents:

                  (a) Failure to Pay. Company shall fail to pay (i) when due any
principal or interest  payment on the due date under any Note; or (ii) any other
payment required under the terms of this Note or any other Transaction  Document
on the date due and such  payment  shall not have been made within five (5) days
of Company's receipt of Investor's  written notice to Company of such failure to
pay; or

                  (b) Voluntary Bankruptcy or Insolvency Proceedings. Company or
Parent shall (i) apply for or consent to the appointment of a receiver, trustee,
liquidator  or  custodian  of  itself  or of all or a  substantial  part  of its
property,  (ii) be unable,  or admit in writing its inability,  to pay its debts
generally as they mature, (iii) make a general assignment for the benefit of its
or any of its creditors,  (iv) be dissolved or liquidated,  (v) become insolvent
(as such term may be defined or interpreted under any applicable statute),  (vi)
commence   a   voluntary   case  or  other   proceeding   seeking   liquidation,
reorganization  or other  relief  with  respect to itself or its debts under any
bankruptcy,  insolvency  or other  similar  law now or  hereafter  in  effect or
consent to any such relief or to the appointment of or taking  possession of its
property by any official in an involuntary  case or other  proceeding  commenced
against  it, or (vii) take any action for the  purpose of  effecting  any of the
foregoing; or

                  (c)   Involuntary   Bankruptcy  or   Insolvency   Proceedings.
Proceedings for the appointment of a receiver,  trustee, liquidator or custodian
of Company or Parent or of all or a substantial part of the property thereof, or
an involuntary case or other proceedings seeking liquidation,  reorganization or
other  relief with respect to Company or Parent or the debts  thereof  under any
bankruptcy,  insolvency or other similar law now or hereafter in effect shall be
commenced


                                       4
<PAGE>

and an order for relief  entered or such  proceeding  shall not be  dismissed or
discharged within thirty (30) days of commencement.

         7. Rights of Investor upon Default.  Without limiting  Investor's right
to demand  payment at any time,  upon the occurrence or existence of an Event of
Default  described in Section 6(a),  Investor may by written  notice to Company,
declare  all  outstanding   Obligations  payable  by  Company  hereunder  to  be
immediately due and payable without  presentment,  demand,  protest or any other
notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the other  Transaction  Documents to the contrary  notwithstanding.
Upon the  occurrence  or existence of any Event of Default  described in Section
6(b) or 6(c),  immediately  and  without  notice,  all  outstanding  Obligations
payable by Company  hereunder  shall  automatically  become  immediately due and
payable,  without presentment,  demand, protest or any other notice of any kind,
all of which are hereby expressly  waived,  anything  contained herein or in the
other Transaction Documents to the contrary notwithstanding.  In addition to the
foregoing  remedies,  upon the  occurrence or existence of any Event of Default,
Investor  may  exercise  any other  right  power or remedy  granted to it by the
Transaction  Documents or otherwise  permitted to him by law,  either by suit in
equity or by action at law, or both.

         8. [Intentionally Omitted]

         9.  Successors and Assigns.  The rights and  obligations of Company and
Investor  under this Note  shall be binding  upon and  benefit  the  successors,
assigns,  heirs,  administrators  and transferees of the parties;  provided that
Company may not assign or transfer  any of its rights or  obligations  under any
Transaction Document without the prior written consent of Investor. Investor may
at any time sell, assign,  grant participations in, or otherwise transfer to any
other Person all or part of the  obligations  of Company under this Note and the
other Transaction Documents.  All references in this Note to any Person shall be
deemed to include all permitted successors and assigns of such Person. Transfers
of this Note shall be registered  upon  registration  books  maintained for such
purpose by or on behalf of Company.

         10. Waiver and Amendment. This Note may not be amended or modified, nor
may any of its terms be waived,  except by written instruments signed by Company
and  Investor.  Each  waiver or  consent  under any  provision  hereof  shall be
effective only in the specific instance and purpose for which given.

         11.  Notices.   Except  as  otherwise  provided  herein,  all  notices,
requests,  demands,  consents,  instructions or other  communications to or upon
Company or  Investor  under this Note shall be in writing  and faxed,  mailed or
delivered to each party to the  facsimile  number or its address set forth below
(or to such other  facsimile  number or address as the  recipient  of any notice
shall have notified the other in writing).  All such notices and  communications
shall be effective (a) when sent by Federal Express or other  overnight  service
of  recognized  standing,  on the business day  following  the deposit with such
service;  (b) when mailed,  by registered or certified mail, first class postage
prepaid and addressed as aforesaid  through the United  States  Postal  Service,
upon receipt;  (c) when delivered by hand,  upon  delivery;  and (d) when faxed,
upon confirmation of receipt.


                                       5
<PAGE>

         Investor:
                                    William M. Hawkins, III
                                    c/o THE 3DO COMPANY
                                    200 Cardinal Way
                                    Redwood City, California 94063
                                    Telephone: (650) 385-3000
                                    Facsimile: (650) 385-3183

         Company:
                                    THE 3DO COMPANY
                                    200 Cardinal Way
                                    Redwood City, California 94063
                                    Attn: James Alan Cook
                                    Telephone:  (650) 385-3000
                                    Facsimile: (650) 385-3183


         12. Default Rate; Usury. During any period in which an Event of Default
has  occurred  and is  continuing,  Company  shall pay  interest  on the  unpaid
principal  balance  hereof  at a rate per  annum  equal  to the  rate  otherwise
applicable hereunder plus two percent (2%). If any interest is paid on this Note
is deemed to be in excess of the then legal maximum  rate,  then that portion of
the interest payment  representing an amount in excess of the then legal maximum
rate shall be deemed a payment of principal and applied against the principal of
this Note.

         13. Governing Law; Jurisdiction.  This Note and all actions arising out
of or in  connection  with this  Note  shall be  governed  by and  construed  in
accordance  with the laws of the  State of  California,  without  regard  to the
conflict of laws  provisions of the State of California,  or of any other state.
Any  action  or  proceeding  relating  in any  way to  this  Note  or the  other
Transaction  Documents may be brought and enforced in the courts of the State of
California or of the United States for the Northern District of California.  Any
such process or summons in connection  with any such action or proceeding may be
served by  mailing a copy  thereof  by  certified  or  registered  mail,  or any
substantially similar form of mail, addressed to Company or Investor as provided
for notices hereunder.

         14. Indemnity.

                  (a) Indemnity. In consideration of Investor's purchase of this
Note and in addition to all of Company's other obligations under the Transaction
Documents,  Company shall defend, protect,  indemnify and hold harmless Investor
and all of its  stockholders,  officers,  directors,  employees  and  direct  or
indirect  investors  and  any of  Investors'  agents  or  other  representatives
(including  those retained in connection with the  transactions  contemplated by
the Transaction  Documents)  (collectively,  the "Indemnitees") from and against
any and all actions,  causes of action, suits, claims, losses, costs, penalties,
fees,   liabilities   and  damages,   and  expenses  in   connection   therewith
(irrespective  of whether any such Indemnitee is a party to the action for which
indemnification  hereunder is sought), and including reasonable  attorneys' fees
and disbursements (collectively, the "Indemnified Liabilities"), incurred by any
Indemnitee as a result of, or arising out of, or relating to any matter or thing
or action or failure to act by  Indemnitees,  or any of them,  arising out of or
relating  to the  Transaction  Documents,  including  any use by  Company of any


                                       6
<PAGE>

proceeds from the sale of this Note,  except to the extent such liability arises
from the gross  negligence  or willful  misconduct  of the  Indemnitees.  To the
extent that the foregoing  undertaking by Company may be  unenforceable  for any
reason,  Company  shall  make  the  maximum  contribution  to  the  payment  and
satisfaction of each of the Indemnified  Liabilities  which is permissible under
applicable law.

                  (b) Process.  Upon receiving  knowledge of any suit,  claim or
demand  asserted  by a third  party that  Investor  believes  is covered by this
indemnity (a "Claim"),  Investor  shall give Company notice of the matter and an
opportunity to defend it, at Company's sole cost and expense, with legal counsel
satisfactory to Investor.  However, the Indemnitees may retain their own counsel
with the fees and expenses of not more than one counsel for the  Indemnitees  to
be paid by  Company,  if, in the  reasonable  opinion  of  counsel  retained  by
Company, the representation by such counsel of the Indemnitees and Company would
be inappropriate  due to actual or potential  differing  interests  between such
Indemnitees  and any other party  represented by such counsel.  The  Indemnitees
shall, at Company's expense, cooperate fully with Company in connection with any
negotiation  or  defense  of any  Claim  by  Company.  Company  shall  keep  the
Indemnitees  fully  apprized as to the status of the  defense or any  settlement
negotiations  with  respect  thereto.  Company  shall  not  be  liable  for  any
settlement of any Claim effected  without its prior written  consent,  provided,
however,  that Company shall not unreasonably  withhold,  delay or condition its
consent.   Company  shall  not,   without  the  prior  written  consent  of  the
Indemnitees,  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 the  Indemnitees  of a release from all
liability  in respect to such Claim.  Any failure or delay of Investor to notify
Company of any Claim shall not  relieve  Company of its  obligations  under this
Section,  but shall  reduce such  obligations  to the extent of any  increase in
those  obligations  caused  solely by an  unreasonable  failure  or  delay.  The
indemnification  required by this Section 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  Liabilities are incurred.  The indemnity
agreements  contained  herein shall be in addition to (i) any cause of action or
similar  right of an  Indemnitee  has  against  Company or others,  and (ii) any
liabilities  Company may be subject to pursuant to the law. The  obligations  of
the parties under this Section shall survive the payment and  performance of the
Obligations.

         15. No Third Party Rights.  Nothing  expressed in or to be implied from
this Note is intended to give, or shall be construed to give, any Person,  other
than the parties hereto and their  permitted  successors and assigns  hereunder,
any benefit or legal or equitable  right,  remedy or claim under or by virtue of
this Note or under or by virtue of any provision herein.

         16. Expenses.  Company shall pay on demand, (a) all reasonable fees and
expenses,  including  reasonable  attorneys'  fees  and  expenses,  incurred  by
Investor in connection with the preparation,  execution and delivery of, and the
exercise  of its rights and duties  under,  this Note and the other  Transaction
Documents,   and  the  preparation  of  amendments  and  waivers  hereunder  and
thereunder;  and (b) all  reasonable  fees and  expenses,  including  reasonable
attorneys' fees and expenses, incurred by Investor in the enforcement or attempt
to enforce any of the Obligations which is not performed as and when required by
this Note or the other Transaction Documents.


                                       7
<PAGE>

         17. Cumulative Rights, etc. The rights, powers and remedies of Investor
under this Note shall be in addition to all rights, powers and remedies given to
Investor by virtue of any applicable law, rule or regulation of any governmental
authority, any Transaction Document or any other agreement, all of which rights,
powers,  and remedies shall be cumulative and may be exercised  successively  or
concurrently without impairing Investor's rights hereunder.

         18. Payments Free of Taxes, Etc. All payments made by Company under the
Transaction  Documents  shall be made by Company  free and clear of and  without
deduction for any and all present and future taxes, levies, charges,  deductions
and withholdings.  In addition, Company shall pay upon demand any stamp or other
taxes,  levies or charges of any  jurisdiction  with  respect to the  execution,
delivery, registration, performance and enforcement of this Note.

         19. Partial Invalidity. If at any time any provision of this Note is or
becomes  illegal,  invalid or  unenforceable in any respect under the law or any
jurisdiction,  neither the legality, validity or enforceability of the remaining
provisions of this Note nor the  legality,  validity or  enforceability  of such
provision under the law of any other  jurisdiction  shall in any way be affected
or impaired thereby.

         20.  Interpretive  Provisions.  References in this Note and each of the
other  Transaction  Documents  to any  document,  instrument  or  agreement  (a)
includes all exhibits, schedules and other attachments thereto, (b) includes all
documents,  instruments or agreements issued or executed in replacement thereof,
and (c)  means  such  document,  instrument  or  agreement,  or  replacement  or
predecessor thereto, as amended, modified and supplemented from time to time and
in effect at any given time. The words  "hereof,"  "herein" and  "hereunder" and
words of similar import when used in this Note or any other Transaction Document
refer to this Note or such other Transaction  Document, as the case may be, as a
whole and not to any particular provision of this Note or such other Transaction
Document,  as the  case  may be.  References  in  this  Note  to  "Sections"  or
"Schedules"  are to  sections or  schedules  herein or hereto  unless  otherwise
indicated.  The words "include" and "including" and words of similar import when
used in this Agreement  shall not be construed to be limiting or exclusive.  The
word "or" when used in this Note shall mean either as well as both.  Headings in
this  Note  are for  convenience  of  reference  only  and  are not  part of the
substance hereof. All terms defined in this Note in the singular form shall have
comparable meanings when used in the plural form and vice versa.

         21. Construction. Each of this Note and the other Transaction Documents
is the result of negotiations among, and has been reviewed by, Company, Investor
and their respective counsel.  Accordingly,  this Note and the other Transaction
Documents  shall be deemed to be the  product of Company  and  Investor,  and no
ambiguity shall be construed in favor of or against Company or Investor.


                                       8
<PAGE>

         IN WITNESS WHEREOF, Company has caused this Note to be issued as of the
date first written above.


                                     THE 3DO COMPANY
                                     a California corporation


                                     By:
                                         ---------------------------------------
                                     Name:
                                          --------------------------------------
                                     Title:
                                            ------------------------------------

</TEXT>
</DOCUMENT>
