"*" 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.

Exhibit 10.5

January 1,
2004

Cory
Halpern
Midway Home Entertainment
2727 West Roscoe Entertainment
Chicago, Illinois 60618
Fax: 773-961-2990



Dear
Cory,

This
Letter Agreement amends the PlayStation®2 CD-ROM/DVD-ROM Licensed Publisher Agreement, effective as of April 1, 2000 ("PS2 LPA") between
Sony Computer Entertainment America Inc. ("SCEA") and Midway Home Entertainment ("Company"). This Letter Agreement amends the PS2 LPA's terms only to the extent of the terms and conditions set
forth in this Letter Agreement. All other terms and conditions of the PS2 LPA shall remain in full force and effect with respect to Online Licensed Products (as defined below) and to other of
Company's Licensed Products. Capitalized terms used herein and not defined shall have the meanings attributed to them in the PS2 LPA. SCEA's decision to grant this limited license of online rights to
Company does not constitute, nor shall it be construed as, a waiver of any other provision of the PS2 LPA, nor does it constitute nor shall it be construed as a waiver of the PS2 LPA regarding any
future events or circumstances.

The
parties hereto agree as follows:



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The
parties hereto agree that the terms of this Letter Agreement are binding. This Letter Agreement shall constitute the entire agreement and understanding of the parties relating to the
subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and

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understandings
between the parties, except as otherwise indicated with respect to the PS2 LPA, both oral and written. No waiver or modification of any provision of this Letter Agreement shall be
effective unless in writing and signed by both parties. This Letter Agreement may be executed in counterparts, each of which shall be deemed an original, and any and all of which together shall
constitute one and the same instrument. This Letter Agreement shall be governed by and construed in accordance with the law of the State of California. The parties hereby consent to and submit to the
non-exclusive jurisdiction of the federal and state courts located in the State of California as set forth in the PS2 LPA.

If
you are in agreement with the above terms and conditions, please sign in the space provided below and return an original to me to confirm that the foregoing accurately summarizes our
agreement regarding the license contained herein.

AGREED
AND ACCEPTED:

|SONY COMPUTER ENTERTAINMENT AMERICA INC. |                 | MIDWAY HOME ENTERTAINMENT
|---------------------------------------- | --------------- | -------------------------
|By:                                      | /s/ANDREW HOUSE |                          
|Name:                                    | Andrew House    |                          
|Title:                                   | E.V.P.          |                          
|Date:                                    | 9/20/04         |                          

NOT
AN AGREEMENT UNTIL EXECUTED BY BOTH PARTIES

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