SECURITIES PURCHASE AGREEMENT



     This  SECURITIES  PURCHASE  AGREEMENT,  dated as of February 21, 2003 (this
"Agreement")  is  entered  into  by  and  among  The  3DO  Company,  a  Delaware
corporation (the "Company"), and the purchasers listed in Exhibit A hereto (each
a "Purchaser" and collectively the "Purchasers").  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 each  Purchaser and each Purchaser
hereby  severally  agree to  purchase  from  Company  the  number  of  shares of
Company's  Common Stock set forth  opposite such  Purchaser's  name on Exhibit A
(the "Shares"), at the purchase price listed on Exhibit A. Upon the execution of
this Agreement (the "First Closing"),  (A) the Company shall deliver or cause to
be delivered to each Purchaser the  following:  (i) this Agreement duly executed
by the Company; (ii) a certificate evidencing a number of shares of Common Stock
being  purchased by such  Purchaser,  registered in the name of such  Purchaser;
(iii) the  Registration  Rights  Agreement duly executed by the Company and (iv)
and Warrant (the "Warrant"), registered in the name of the Purchaser in the form
attached hereto as Annex A, giving the Purchaser the right to acquire the number
of shares  of Common  Stock  upon the  exercise  of the  Warrant  (the  "Warrant
Shares") listed on Exhibit A and (B) each Purchaser shall deliver or cause to be
delivered to the Company the following: (i) this Agreement duly executed by such
Purchaser;  (ii) the  purchase  prices for the Shares  being  purchased  by such
Purchaser,  by check,  wire transfer,  or any  combination  thereof,  payable to
Company,  and (iii) the  Registration  Rights  Agreement  duly  executed by such
Purchaser.

     2. Additional  Closings.  The Company may sell Common Stock and Warrants at
an  additional  closing or closings on or before 20 days after the First Closing
(the  "Additional  Closing(s)"),  subject to the same  procedures as provided in
Section 1. The  purchase  price for the Shares  and the  exercise  price for the
Warrant may be the same or different from the First Closing. Upon delivery of an
executed  counterpart of this Agreement and the  Registration  Rights  Agreement
(and an updated Exhibit A), the purchasers in such Additional  Closing(s)  shall
become parties to the Registration  Rights  Agreement  without further action by
the Purchasers and the Company.

     3. Representations and Warranties of Company. Company hereby represents and
warrants to each Purchaser in the First Closing that the statements contained in
the  following  paragraphs  of this Section 3 are all true and correct as of the
date of this  Agreement  and  the  Closing  Date,  and to each  Purchaser  in an
Additional Closing that the statements  contained in the following paragraphs of
this  Section  3 are all  true  and  correct  as of the  date of the  Additional
Closing:

         (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.


<PAGE>

         (b)  Corporate  Power.  Company has all  requisite  legal and corporate
power to enter  into,  execute,  deliver  and  perform  this  Agreement  and the
Registration Rights Agreement (the "Registration Rights Agreement") of even date
herewith  between  Company and Purchaser.  This  Agreement and the  Registration
Rights  Agreement (the  "Transaction  Documents") have been duly executed by the
Company and  constitute  the legal,  valid and binding  obligations  of Company,
enforceable in accordance with their terms, except as the same may be limited by
(i) bankruptcy,  insolvency,  moratorium,  and other laws of general application
affecting the  enforcement  of  creditors'  rights and (ii)  limitations  on the
enforceability  of the  indemnification  provisions of the  Registration  Rights
Agreement as limited by  applicable  securities  laws.

         (c) Authorization.

                   (i) 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 Registration Rights Agreement, the
sale and  issuance  of the Shares and Warrant  Shares,  and the  performance  of
Company's obligations hereunder have been taken.

                   (ii) Valid  Issuance.  The Shares and  Warrant  Shares,  when
issued in compliance with the provisions of this Agreement and the Warrant, will
be duly and validly issued, fully paid and nonassessable,  free and clear of all
liens and encumbrances; provided, however, that the Shares, the Warrants and the
Warrant  Shares 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 Registration  Rights Agreement or the offer, sale or issuance of the Shares,
the  Warrants  and the  Warrant  Shares  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.  The
execution,  delivery and performance of the Transaction Documents by the Company
and the consummation by the Company of the transactions  contemplated thereby do
not and will not conflict  with,  or constitute a default (or an event that with
notice or lapse of time or both would become a default) under, or give to others
any rights of termination,  amendment,  acceleration  or  cancellation  (with or
without notice,  lapse of time or both) of, any agreement filed (or incorporated
by  reference)  as an exhibit to the SEC  Reports (as  defined  below).

         (e) SEC  Reports;  Financial  Statements.  The  Company  has  filed all
reports required to be filed by it under the Securities Exchange Act of 1934, as
amended ("1934 Act"),  including pursuant to Section 13(a) or 15(d) thereof, for
the twelve  months  preceding  the date hereof (the  foregoing  materials  being
collectively  referred to herein as the "SEC  Reports") on a timely basis or has
received  a valid  extension  of such time of filing  and has filed any such SEC
Reports prior to the expiration of any such  extension.  As of their  respective
dates, the SEC Reports  complied in all material  respects with the requirements
of the  Securities Act of 1933, as amended (the "1933 Act") and the 1934 Act and
the  rules  and   regulations  of  the   Securities   and  Exchange   Commission

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<PAGE>

("Commission")  promulgated thereunder, and none of the SEC Reports, when filed,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated  therein or necessary in order to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  The financial statements of the Company included in the SEC Reports
comply in all material respects with applicable accounting  requirements and the
rules and regulations of the Commission with respect thereto as in effect at the
time of filing. Such financial  statements have been prepared in accordance with
generally  accepted  accounting  principles applied on a consistent basis during
the periods  involved,  except as may be otherwise  specified in such  financial
statements or the notes thereto, and fairly present in all material respects the
financial  position of the Company and its  consolidated  subsidiaries as of and
for the dates  thereof  and the  results  of  operations  and cash flows for the
periods then ended,  subject,  in the case of unaudited  statements,  to normal,
year-end audit adjustments.

         (f)  Private  Placement.   Assuming  the  accuracy  of  the  Purchasers
representations and warranties set forth in Section 4, no registration under the
1933  Act is  required  for the  offer,  issuance  and sale of the  Shares,  the
Warrants and the Warrant Shares by the Company to the Purchasers as contemplated
hereby.

         (g) Listing and Maintenance Requirements.  The issuance and sale of the
Shares, the Warrants and the Warrant Shares hereunder,  when taken together with
any  Shares,  Warrants  and  Warrant  Shares  that may be issued  at  Additional
Closings do not  contravene  the rules and  regulations  of the Nasdaq  National
Market and no approval of the  stockholders  of the Company is required  for the
Company to issue and deliver to the Purchasers the Shares,  the Warrants and the
Warrant  Shares  including  all Shares and  Warrants  issued and Warrant  Shares
issuable as of the Closing and each Additional Closing.  The Company is eligible
to utilize Form S-3 to register  the resale of the Shares and Warrant  Shares by
the  Purchasers.

         (h) Investment Company. The Company is not, and is not an Affiliate of,
an  "investment  company"  within the meaning of the  Investment  Company Act of
1940, as amended.

         (i)  Disclosure.  The Company  confirms  that  neither it nor any other
person  acting on its behalf has provided any of the  Purchasers or their agents
or counsel with any information that  constitutes or might constitute  material,
non-public information. The Company understands and confirms that the Purchasers
will  rely  on  the  foregoing  representations  in  effecting  transactions  in
securities of the Company.  All disclosure provided to the Purchasers  regarding
the Company, its business and the transactions  contemplated hereby furnished by
or, to the  Company's  knowledge,  on behalf of the Company are true and correct
and do not contain any untrue  statement of a material fact or omit to state any
material fact necessary in order to make the statements  made therein,  in light
of the circumstances under which they were made, not misleading.

     4. Representations and Warranties by Purchaser.  Each Purchaser,  severally
and not jointly,  represents  and warrants to Company as of the Closing Date (or
Additional  Closing Date, as  applicable)  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



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<PAGE>

Agreement,  that Purchaser is acquiring the Shares, the Warrants and the Warrant
Shares 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 1933 Act;
provided, however, that by making the representations herein, Purchaser does not
agree to hold any of the Shares,  the  Warrants  and the Warrant  Shares for any
minimum or other  specific term and reserves the right to dispose of the Shares,
the Warrants and the Warrant  Shares at any time in accordance  with or pursuant
to a registration  statement or an exemption  under the 1933 Act.  Purchaser has
the  requisite  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) 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  Shares,  the
Warrants and the Warrant Shares; (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 Shares,  the  Warrants  and the Warrant  Shares 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.

         (c) Transfer Restrictions. Purchaser covenants that in no event will it
sell,  transfer or otherwise dispose of any of the Shares,  the Warrants and the
Warrant  Shares  other  than  in  conjunction  with  an  effective  registration
statement  for the Shares 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.

      5.  Registration  of the Shares to be  Purchased.  The Company will file a
registration  statement  with  respect to the Shares  and  Warrant  Shares on or
before  twenty  (20) days after the  Closing  Date  pursuant to the terms of the
Registration Rights Agreement.

      6. Legends.  Company will place the following  legends on each certificate
representing Shares and Warrant Shares:

                  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   REASONABLY   SATISFACTORY   TO  THE   COMPANY   SUCH
                  REGISTRATION  IS  UNNECESSARY  IN ORDER FOR SUCH  TRANSFER  TO
                  COMPLY WITH THE ACT OR BLUE SKY LAWS.

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<PAGE>

The legend  set forth  above  shall be removed  and the  Company  shall  issue a
certificate  without such legend to the holder of the Shares and Warrant  Shares
upon which it is stamped,  if,  unless  otherwise  required by state  securities
laws,  (i) such Shares and Warrant  Shares are  registered  for resale under the
1933 Act, (ii) in connection with a sale  transaction,  such holder provides the
Company  with an opinion of counsel,  in a  generally  acceptable  form,  to the
effect  that a public  sale,  assignment  or  transfer of the Shares and Warrant
Shares may be made without registration under the 1933 Act, or (iii) such holder
provides  the Company  with  reasonable  assurances  that the Shares and Warrant
Shares can be sold pursuant to Rule 144 without any restriction as to the number
of  securities  acquired as of a  particular  date that can then be  immediately
sold.  Such  Investor  acknowledges,  covenants  and  agrees to sell  Shares and
Warrant  Shares  represented  by a  certificate  from  which the legend has been
removed only pursuant to (i) a registration  statement  effective under the 1933
Act or (ii)  advice of counsel  that such sale is exempt  from the  registration
requirements  of Section 5 of the 1993 Act,  including,  without  limitation,  a
transaction pursuant to Rule 144.

      7. Indemnification of Purchasers.  The Company will indemnify and hold the
Purchasers and their directors, officers, shareholders,  partners, employees and
agents  (each,  a  "Purchaser   Party")   harmless  from  any  and  all  losses,
liabilities,  obligations,  claims, contingencies,  damages, costs and expenses,
including all judgments, amounts paid in settlements, court costs and reasonable
attorneys'  fees and costs of  investigation  (collectively,  "Losses") that any
such  Purchaser  Party may  suffer or incur as a result  of or  relating  to the
failure of the  representations  and  warranties  of the  Company to be true and
correct.

      8. Non-Public  Information.  The Company covenants and agrees that neither
it nor any other Person  acting on its behalf will provide any  Purchaser or its
agents or counsel with any  information  that the Company  believes  constitutes
material non-public information.  The Company understands and confirms that each
Purchaser  shall  be  relying  on the  foregoing  representations  in  effecting
transactions in securities of the Company.

      9. Miscellaneous.

         (a) Waivers and  Amendments.  The provisions of this Agreement may only
be amended or modified in a writing executed by each of Company and Purchaser. A
waiver shall not be effective unless in a writing by the party against whom such
waiver is to be enforced.

         (b) Governing Law. This Agreement and all actions  arising out of or in
connection  with this Agreement shall be governed by and construed in accordance
with the laws of the State of Delaware,  without  regard to the conflicts of law
provisions thereof.  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.

         (c) Entire Agreement. This Agreement, the Registration Rights Agreement
and the Warrants  constitute  the full and entire  understanding  and  agreement
between  the  parties  with  regard to the  subjects  hereof  and  thereof.


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<PAGE>

         (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
the address and  facsimile  number listed on Exhibit A, or at such other address
or number as  Purchaser  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 Purchaser in writing.

         (g) Validity.  If any provision of this  Agreement  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.

         (j)  Independent  Nature of  Purchasers'  Obligations  and Rights.  The
obligations of each Purchaser under any Transaction Document are several and not
joint with the  obligations of any other  Purchaser,  and no Purchaser  shall be
responsible  in any way for the  performance  of the  obligations  of any  other
Purchaser under any Transaction  Document.  Nothing  contained  herein or in any
Transaction  Document,  and no action taken by any Purchaser  pursuant  thereto,
shall be deemed to constitute the Purchasers as a partnership, an association, a
joint  venture  or any other kind of entity,  or create a  presumption  that the
Purchasers  are in any way acting in concert or as a group with  respect to such
obligations or the transactions  contemplated by the Transaction Documents. Each
Purchaser  shall be  entitled to  independently  protect and enforce its rights,
including without  limitation the rights arising out of this Agreement or out of
the other  Transaction  Documents,  and it shall not be necessary  for any other
Purchaser  to be  joined  as an  additional  party  in any  proceeding  for such
purpose.

         (k)  Remedies.  Each Investor and each holder of the  Securities  shall
have all rights and  remedies  set forth in the  Transaction  Documents  and all
rights and  remedies  which such holders have been granted at any time under any
other  agreement or contract and all of the rights which such


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<PAGE>

holders have under any law. Any person  having any rights under any provision of
this Agreement  shall be entitled to enforce such rights  specifically  (without
posting a bond or other security), to recover damages by reason of any breach of
any provision of this Agreement and to exercise all other rights granted by law.

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<PAGE>



         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.


                                            THE 3DO COMPANY
                                            a Delaware corporation


                                            By:  /S/ James Alan Cook
                                                --------------------------------

                                            Name:  James Alan Cook
                                                   -----------------------------

                                            Title:  Executive Vice President
                                                    ----------------------------



                                            PURCHASER:

                                            /s/ Triage Capital Management, LP

                                            /s/ OTA LLC

                                            /s/ Triage Offshore Fund, LTD.


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<PAGE>


                                    EXHIBIT A

                             SCHEDULE OF PURCHASERS

<TABLE>
<CAPTION>

                                                                                                     Aggregate       Warrant
                                  Investor Address                                  Number of      Purchase Price   Exercise
   Investor's Name            and Facsimile Number           Number of Shares   Warrant Shares         ($)          Price ($)
   ---------------            --------------------           ----------------   --------------   --------------     ---------
<S>                            <C>                                 <C>              <C>              <C>              <C>
Triage Capital                 401 City Ave                        117,647          29,411           200,000.00       2.525
Management, LP                 Suite 526
                               Bala Cynwyd, PA 19004
                               Fax: (610) 668-1919



OTA LLC                        1 Manhattanville Road
                               Purchase, NY 10577                   58,823          14,705           100,000.00       2.525
                               (Fax)  914 694 6342

                               c/o IFA
Triage Offshore Fund,          48 Parla-Villa Rd.                  117,647          29,411           200,000.00       2.525
LTD.                           Suite 464
                               Hamilton, HM11
                               Bermuda
                               Fax: (610) 668-1919


TOTAL                                                              294,117          73,527           500,000.00

</TABLE>

Source: OneCLE Business Contracts.