Amendment To The Xbox(tm) Publisher Licensing Agreement

denotes confidential information omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Exhibit 10.4

Contract Number [*]

AMENDMENT TO THE
XBOX PUBLISHER LICENSING AGREEMENT
(Term, Tier [*] , Limited Tier Migration, Super Hits Program,
Minimum Order Quantities, Samples, Demo Versions, Billing Addresses)

This Amendment to the Xbox Publisher License Agreement (this " Amendment" ) is entered into and effective as of March 1, 2005 (the " Amendment Effective Date" ) by and between Microsoft Licensing, GP, a Nevada general partnership (" Microsoft" ), and Midway Home Entertainment (" Licensee" or " Publisher" ), and supplements that certain Xboxd4 Publisher License Agreement between the parties dated as of October 30 2000, as amended (the " PLA" ).

RECITALS

A. Microsoft and Publisher entered into the PLA to establish the terms under which Publisher may publish video games for Microsoft' s Xbox video game system.

B. The parties now wish to extend the Term of the PLA and amend certain provisions thereof for Publisher' s continued manufacture and distribution of video games for the Xbox.

Accordingly, for and in consideration of the mutual covenants and conditions contained herein, and for other good and valuable consideration, receipt of which each party hereby acknowledges, Microsoft and Publisher agree as follows:

1. Definitions; Interpretation

1.1 " Asian Sales Territory" means the territory comprising Taiwan, Hong Kong, Singapore and Korea, and any other countries that are listed by Microsoft from time to time as set forth in the Xbox Guide. The Asian Sales Territory does not include Japan.

1.2 " Base Royalty" means the licensing fee to be paid to Microsoft as defined in this Amendment.

1.3 " Demo Versions" means a small portion of a Software Title that is provided to end users at no or minimal cost to advertise or promote the Software Title.

1.4 " Standard FPU" means an FPU of a Software Title which is not a Hits FPU. The Commercial Release of a Software Title may only consist of Standard FPUs.

1.5 Except as expressly provided otherwise in this Amendment, capitalized terms shall have the same meanings ascribed to them in the PLA or its amendments.

1.6 The terms of the PLA are incorporated by reference, and except and to the extent expressly modified by this Amendment or any previous amendments, the PLA shall remain in full force and effect and is hereby ratified and confirmed. In the event of any conflict between this Amendment and the PLA or any prior amendments thereto, the terms of this Amendment shall control. In the event of any conflict between this Amendment and the Xbox Guide, the terms of this Amendment shall control. The parties specifically acknowledge that except as expressly set forth herein, this Amendment supersedes any prior amendments to the PLA related to manufactured FPU royalty rates and/or payments.

2. Term

The term of the PLA is hereby extended until [*] (the " Current Term" ). Unless one party gives the other notice within [*] prior to the end of the Current Term, this Agreement shall automatically renew for a single renewal term of [*] . The period of time since the Effective Date of the PLA through the Current Term and any extensions or renewals thereto shall constitute the " Term" as referred to in the PLA and this Amendment.

*Information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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3. New Royalty [*]

3.1 The royalty rate tables and provisions in Sections 7.1.4 and 7.1.5 (or Sections 6.1.4 and 6.1.5) of the PLA describing how royalty rates are calculated are hereby replaced by the provisions of this Amendment. Notwithstanding the foregoing, the [*] described below will only be available to Publisher after [*].

3.2 Royalty Fee

3.2.1 For each FPU manufactured during the Term of the PLA, Publisher shall pay Microsoft nonrefundable royalties in accordance with the royalty tables set forth below (Tables 1 and 2) and the " Unit Discount" table set forth in Section 3.4 of this Amendment (Table 3).

3.2.2 The Base Royalty rate is determined by the " Threshold Price" (which is the Wholesale Price (WSP) or Suggested Retail Price (SRP) at which Publisher intends to sell the Software Title in the applicable Sales Territory) and the Publisher' s billing election per the PLA (" worldwide" or " regional" ). To determine the applicable Base Royalty for a particular Software Title in a particular Sales Territory, the applicable Threshold Price from Table 1 below will determine the correct royalty " Tier." The Base Royalty is then as set forth in Table 2 based on the billing option selected by Publisher under the PLA and the Manufacturing Region in which the FPUs will be manufactured. For example, assume the Wholesale Price of a Software Title to be sold in the European Sales Territory is [*]. According to Table 1, Tier 2 royalty rates will apply to that Software Title. If the Publisher has chosen a worldwide billing election, then the Base Royalty is [*] per Table 2. If Publisher has chosen a regional billing option, the Base Royalty is determined in Table 2 by the Manufacturing Region. If the Software Title were manufactured in the European Manufacturing Region, the Base Royalty would be [*] per FPU. If the Software Title were manufactured in Asian Manufacturing Region, the Base Royalty would be [*] per FPU. Table 1: Threshold Price per Sales Territory North America WSP European WSP Japan SRP Asia WSP (US$)* [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

*This is the US dollar equivalent of local currency in the Asia Sales Territory. Table 2: Royalty Rates Worldwide Billing Royalty Rate per Manufacturing Region for Regional Billing Option Option North American European Asian [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

3.3 Setting the Base Royalty . Publisher shall submit to Microsoft, at least [*] before placing the first manufacturing order for a Software Title, a completed and signed " Royalty Tier Selection Form" in the form attached hereto as Exhibit 1 for each Sales Territory. The selection indicated in the form will only be effective once the form has been accepted by Microsoft. If Publisher does not submit a Royalty Tier Selection Form as required hereunder, the Base Royalty for such Software Title will default to Tier 1, regardless of the actual Threshold Price. Except for as provided for under

*Information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

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Section 4 of this Amendment, the selection of a Base Royalty for a Software Title in a Sales Territory is binding for [*] even if the Threshold Price is reduced following the Software Title' s Commercial Release. Microsoft may change the fees and royalty rates set forth herein upon written notice to Publisher in [*] , which new fees and royalty rates will become effective [*].

3.4 Unit Discounts . Publisher is eligible for a discount to the Base Royalty applicable to FPUs manufactured for a particular Sales Territory (a " Unit Discount" ) based on the number of Standard FPUs that have been manufactured for sale in that Sales Territory as described in Table 3 below. Note that units manufactured for sale in a Sales Territory are aggregated only towards a discount on FPUs manufactured for that Sales Territory; there is no worldwide or cross-territorial aggregation of units. The discount will be rounded up to the nearest Cent, Yen or hundredth of a Euro. Microsoft may revise the discount schedule upon written notice to Publisher [*] , which revised discount schedule will become effective [*]. Table 3: Unit Discounts Unit North American European Sales Japan Sales Asian Sales Territory Discount Sales Territory Territory Territory [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*] [*]

Example 1 (under worldwide billing election): Publisher manufactures a Software Title for sale in the North American Sales Territory with a wholesale price between [*] and an initial order quantity of [*] Standard FPUs. Publisher manufactures the same Software Title for sale in the European Sales Territory with a wholesale price between [*] and an initial order quantity of [*] Standard FPUs. The actual applied royalty rates for this Software Title would be:

i. For North American Sales Territory: a. [*] for units [*] ([*]% discount) b. [*] for units [*] ([*]% discount) ii. For European Sales Territory: a. [*] for units [*] ([*]% discount)

Example 2 (under regional billing election): Publisher manufactures [*] Standard FPUs of a Software Title in the North American Manufacturing Region for sale in the North American Sales Territory with a wholesale price between [*] . Publisher then manufactures [*] Standard FPUs in the European Manufacturing Region for sale in the North American Sales Territory with that same wholesale price (total FPUs for North American Sales Territory: [*] ). Finally, Publisher manufactures[*] Standard FPUs of the same Software Title in the European Manufacturing Region for sale in the Japan Sales Territory at a suggested retail price below [*]. The actual applied royalty rates for this Software Title would be:

i. For North American Sales Territory: a. [*] for units [*] ([*]% discount) b. [*]for units [*] ([*]% discount) c. [*] for units [*] ([*]% discount) ii. For Japan Sales Territory: a. [*] for units [*] ([*]% discount)

4. Lim ...