FIRST AMENDMENT TO SECURED SUBSEQUENT NOTE

 EXHIBIT 10.4

                   FIRST AMENDMENT TO SECURED SUBSEQUENT NOTE

     This First Amendment (this "First Amendment"),  dated as of April 16, 2003,
is between The 3DO Company, a Delaware corporation ("Company"), The 3DO Company,
a  California   corporation   ("Subsidiary")   and  William  M.   Hawkins,   III
("Purchaser"). The parties, intending to be legally bound, hereby agree to amend
the Secured Subsequent Note, dated January 30, 2003 (the "Subsequent Note") from
Subsidiary payable to the order of Purchaser, as follows:

     1. Definitions.  As used in this First Amendment, all capitalized terms not
otherwise  defined  herein  shall  have  the  respective  meanings  given in the
Subsequent Note.

     2. Subsequent Note Amendments.

              (a) The first sentence of the Subsequent Note is hereby amended to
read in full as follows:

     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 Four Million Dollars  ($4,000,000),  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 (i) the rate  payable  by Lisa  Warnes  Hawkins
     Revocable Trust Dated March 10, 2000 ("Trust  Borrower") to Comerica Bank -
     California  ("Comerica")  pursuant to the Variable Rate Single Payment Note
     and related  documents  dated on or about April 16, 2003 (such documents as
     they may be hereafter amended or replaced,  the "Comerica  Agreements") for
     obligations  outstanding under the Comerica  Agreements,  whether before or
     after an event of  default  under  the  Comerica  Agreements  or (ii) if no
     obligations are outstanding under the Comerica Agreements,  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.

              (b) Section 2 of the of the  Subsequent  Note is hereby amended to
read in full as follows:

     Accrued interest on this Note shall be payable (i) when interest is payable
     to Comerica pursuant to the Comerica Agreements for obligations outstanding
     under the Comerica  Agreements,  or (ii) if no obligations  are outstanding
     under the Comerica Agreements, 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  March 31,  2003.
     Interest shall be payable in cash.

              (c) Section 14(a) of the of the Subsequent  Note is hereby amended
to read in full as follows:

     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 Trust Borrower and all of
     their respective stockholders,  officers, directors,  employees,  trustees,
     beneficiaries,  and direct or indirect  investors  and any of Investors' or
     Trust Borrower's 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  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.

     3. References in Transaction  Documents.  The parties  acknowledge that all
references to the Subsequent  Note in the  Transaction  Documents shall mean the
Subsequent Note as amended by this First Amendment.

     4.  Reimbursement  of Expenses.  Company  shall pay on demand the following
fees and expenses:  (i) the reasonable  legal fees and expenses of Purchaser and
the Lisa Warnes Hawkins  Revocable  Trust ("Trust  Borrower") in connection with
the preparation, execution and delivery of this First Amendment and the Variable
Rate Single  Payment Note and related  documents with Comerica Bank - California
("Comerica") dated on or about April 16, 2003 (the "Comerica  Agreements"),  and
(ii) other expenses of Purchaser,  Trust Borrower, or the William M. Hawkins III
Revocable  Trust,   dated  March  10,  2000  in  connection  with  the  Comerica
Agreements.  The parties  acknowledge  that the terms of the Subsequent Note are
intended  to pass  through  the cost of  interest  to Trust  Borrower  under the
Comerica  Agreements  and are not  intended  to be  reimbursed  pursuant to this
section, but reimbursable  expenses may include origination or loan fees payable
to  Comerica  under the  Comerica  Agreements  and any other fees or expenses of
Comerica payable under the Comerica  Agreements whether before or after an event
of default thereunder.

     5.  Other  Provisions  of  Agreement.  Except  as  amended  in  this  First
Amendment, all other provisions of the Subsequent Note and the other Transaction
Documents shall remain in full force and effect.

     6.  Counterparts.  This First  Amendment  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.

     IN WITNESS WHEREOF, the parties have caused this First Amendment 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                                  William M. Hawkins, III

By: /s/ James Alan Cook                             /s/ William M. Hawkins, III
    -------------------                             ----------------------------
Name:   James Alan Cook
Title:  Secretary

THE 3DO COMPANY
a California corporation

By: /s/ James Alan Cook
    -------------------
Name:   James Alan Cook
Title:  Executive Vice President

 

Basic Info X:

Name: FIRST AMENDMENT TO SECURED SUBSEQUENT NOTE
Type: First Amendment to Secured Subsequent Note
Date: May 21, 2003
Company: 3DO CO
State: Delaware

Other info: