##### 



Exhibit10.3
 Execution Copy
 UNREAL® ENGINE 3  LICENSE AGREEMENT
 ® Agreement Epic Licensee Party Parties
 RECITALS
 Unreal Engine 3
  First Master Agreement [ * ] Initial Payment
 AGREEMENT
 NOW, THEREFORE,
 1. DEFINITIONS .
 Affiliates [ * ]
 Bug Fixes
 Claim Section 5(f)(i)
 Confidential Information Section
8(a)
 Control [ * ]
 Demo Content
 -1- * Information has been omitted from this document and filed separately with the
SEC under a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.




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Enhancements
 Epic Indemnitees Section
5(c)(i
 Epic Trademarks Section 6(c)
 Executing Level Pack
 Feature Addition Section
2(d)(i)
 First Master Agreement Recital C
 Franchise Licensed Product
 Game [ * ] Licensed Product
 Infringement Claim Section
5(c)(i)
 Initial Payment Recital C
 Intellectual Property Rights
 -2- * Information has been omitted from this document and filed separately with the
SEC under a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.




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##### 



License Fee Royalty Section
3(b)
 Licensed Technology Upgrades
 Licensee Indemnitees Section
5(d)(i)
 Milestone Exhibit B
 Net Receipts [ * ]
 Non-Executing Level Pack
 Person
 Sequel
 Software Development Contractors Section 2(a)
 -3- * Information has been omitted from this document and filed separately with the
SEC under a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.




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Technology Completion Section
2(d)(i)
 Territory
 Third Party Software Section 2(d)(ii)
 Unreal Engine 3 Recital A
 2. GRANT OF LICENSE; RESTRICTIONS; OBLIGATIONS .
 Section 12 [ * ] Software Development Contractors provided, however, Exhibit C Exhibit C [ * ] provided, however Exhibit C
   Licensed Technology Development and Delivery
 Technology Completion Exhibit B Feature Addition
 -4- * Information has been omitted from this document and filed separately with the
SEC under a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.




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provided, however
  [ * ]
 [ * ]
 License Restrictions
  Exhibit A Exhibit A
 Licensees Obligations and Representations
 -5- * Information has been omitted from this document and filed separately with the
SEC under a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.




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3. PAYMENTS; TAXES; RECORDS .
 Development Fee Payment [ * ], [ * ] [ * ] [ * ]
 [ * ] [ * ] [ * ]
 [ * ] Exhibit [ * ] Exhibit B [ * ]
 [ * ]
 License Fee Royalty Payments [ * ] [ * ] License Fee Royalty [ * ] [ * ] [ * ] [ * ] Section 3(b) [ * ]
 Taxes
 -6- * Information has been omitted from this document and filed separately with the
SEC under a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.




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provided, however, [ * ] [ * ]
 Records [ * ] Section 3(b) [ * ] [ * ] [ * ]
 4. TECHNICAL SUPPORT . [ *       ] [       *      
] [       *       ]
 5. WARRANTIES; INDEMNITY .
 Epics Warranties
 -7- * Information has been omitted from this document and filed separately with the
SEC under a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.




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##### 



Section
5(a)
 Warranty Limitations
 Special Warranty as to Non-infringement
 Covenant to Defend Section 5(c) Epic Indemnitees Infringement
Claim EXCEPT
 Epic Defense
 Infringement Injunctions Obtained by Third Parties Section 5(c)
 -8-




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##### 



Epics Responsibility for Infringement Monetary Awards Section 5(c)
 Disclaimer Of All Other Warranties And Representations SECTION 5
 Licensees Warranties and Indemnity Section
5(e)
 Licensees Additional Indemnity
 Limited Covenant to Defend Section 5(f) Licensee Indemnitees Claim EXCEPT
 -9-




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Defense
 Licensees Responsibility for Monetary Awards Section 5(f)
 6. INTELLECTUAL PROPERTY RIGHTS .
   Epic Trademarks
  -10-




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Section 6
  , Section
8 .
 7. LIMITATION OF LIABILITY . SECTION
8 [      *      ].
 8. CONFIDENTIALITY: NONDISCLOSURE .
 Protection of Confidential Information Confidential Information
 -11- * Information has been omitted from this document and filed separately with the
SEC under a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.




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Exceptions to Confidential Treatment
      Contractors Section 8
 -12-




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9. TERM . [       *       ] Section 10(c) Section 10(e) 10(g) Sections 5 8
 10. REMEDIES .
 No Termination by Epic SECTIONS 10(d) 10(e) 10(f) SECTION 10(d) SECTION 10(f) SECTIONS
10(e) 10(g) [ * ]
 Change of Control of Epic
   provided, however ;
  [ * ]
 -13- * Information has been omitted from this document and filed separately with the
SEC under a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.




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##### 



[ * ] [ * ] Exhibit B
 Section 3(a) (B) Sections
2(e)(ii) 2(d), 2(f)., 3(a) 3(b) 3(c) 4 6(c) 6(d) 6(f) 10(d) 10(e) 10(g)
 Delayed Development
 [     *     ]
 [ * ]
 [     *     ] Exhibit B
    Section 2(a)
 -14- * Information has been omitted from this document and filed separately with the
SEC under a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.




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##### 



Section 10(c)
 Suspension of Licensees Rights Section 3(b) Section 3(b) Section
3(b) [ * ] Section 10(d) Section 10(d) Section 10(d)
 Change of Control of Licensee
   [       *       ]
   Section 2(a)
 -15- * Information has been omitted from this document and filed separately with the
SEC under a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.




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##### 



Section 10(e)
 Injunctive Relief for Epic [ * ] Section 5(c)(iii) Section 5(c) Section 5(c)(iv)
 Licensees Bankruptcy [ * ] Section 10(g) Section 2(a) Section 10(g)
 -16- * Information has been omitted from this document and filed separately with the
SEC under a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.




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##### 



11. COMPLIANCE WITH LAW .
 12. GENERAL PROVISIONS .
 Assignment
 Force Majeure Section 8
 Amendment
 Notices
 Independent Contractors
 Governing Law
 -17-      Governing Language
 Entire Agreement
 Severability
 Successors and Assigns
 Headings
 Coming Into Force
 Costs of Litigation
 [Signature Page Follows this Page]
 -18-
      IN WITNESS WHEREOF,
 MIDWAY HOME ENTERTAINMENT INC.
    
    EPIC GAMES, INC.By:
    
    /s/ Matt Booty
    
    By:
    
    /s/ Tim SweeneyName:
    
    Matt Booty
    
    Name:
    
    Tim SweeneyTitle:
    
    Senior VP Product Development
    
    Title:
    
    CEO
  -19-
      EXHIBIT A
 Epic Licensee
 REQUIRED 
NOTICE:
    
    TRADEMARK
    
    Unreal® is a registered trademark of Epic Games, Inc.REQUIRED
    
    COPYRIGHT
    
    Unreal® Engine, Copyright 1998  200x, Epic Games, Inc. All rights reserved.NOTICE:
    
    
    
    200x = year of publication of the GameREQUIRED 
PLACEMENT:
    
    LOGO
    
    Subject to the approval of any third party with
applicable approval rights:Licensee agrees to display Epics Powered by Unreal
Engine logo on the physical packaging of the Game.
Licensee also agrees to display the Powered by Unreal
Engine logo within the opening sequence or splash
screen of the Game. Licensee agrees that any display
of the Powered by Unreal Engine logo will comply
with Powered by Unreal Engine logo usage guidelines
and logo image files that can normally be found at
https://udn.epicgames.com/bin/view/Two/EpicTrademarksLo
gos or by searching UDN or contacting
udn@epicgames.com for direct assistance.
 Payment Terms . [       *       ] [       *      
] [       *       ] [       *       ]
 -20- * Information has been omitted from this document and filed separately with the
SEC under a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
      EXHIBIT B
 Epic Licensee
 Fee Per [       *       ]
 [     *     ]
    
    [     *     ][     *     ]
    
    [     *     ][     *     ]
    
    [     *     ][     *     ]
    
    [     *     ][     *     ]
    
    [     *     ][     *     ]
    
    [     *     ][     *     ]
    
    [     *     ][     *     ]
    
    [     *     ][     *     ]
    
    [     *     ][     *     ]
    
    [     *     ][     *     ]
    
    [     *     ][     *     ]
    
    [     *     ][     *     ]
    
    [     *     ]
 Milestones
 No.
    
    Milestone
    
    Associated
    
    Due DateDescription
    
    [     *     ]1
    
    [     *     ]
    
    [     *     ]
    
    [     *     ]2
    
    [     *     ]
    
    [     *     ]
    
    [     *     ]3
    
    [     *     ]
    
    [     *     ]
    
    [     *     ]4
    
    [     *     ]
    
    [     *     ]
    
    [     *     ]5
    
    [     *     ]
    
    [     *     ]
    
    [     *     ]6
    
    [     *     ]
    
    [     *     ]
    
    [     *     ]
 -21- * Information has been omitted from this document and filed separately with the
SEC under a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
      Feature Additions
 [       *       ]  [       *       ]
 [       *       ]
 [       *       ]  [       *       ]
 [       *       ]
 [       *       ]  [       *       ]
 [       *       ]
 [       *       ]  [       *       ]
 [       *       ]
 [       *       ]  [       *       ]
 [       *       ]
 [       *       ]  [       *       ]
 [       *       ]
 [       *       ]  [       *       ]
 [       *       ]
 [       *       ]  [       *       ]
 [       *       ]
 [       *       ]
 -22- * Information has been omitted from this document and filed separately with the
SEC under a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
      [       * ]  [       *       ] [       * ]
 [       *       ]  [       *       ]
 [       *       ]
 [       *       ]  [       *       ]
 [       *       ] [ *       ]
 [       *       ]  [       * ]
 [       *       ]
 [       *       ]  [       *       ]
 [       *       ]
 [       *       ]  [       *       ]
 [       *       ]
 [       *       ]  [       *       ]
 [       *       ]
 -23- * Information has been omitted from this document and filed separately with the
SEC under a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.
      EXHIBIT C
 Epic Licensee
 List of Unauthorized Software Development Contractors
 
    
    [     *     ]or its Affiliates.
    
    [     *     ]or its Affiliates
    
    [     *     ]or its Affiliates
    
    [     *     ]or its Affiliates
    
    [     *     ]its Affiliates
    
    [     *     ](or any company who employs him)
    
    [     *     ]or its Affiliates
    
    [     *     ]or its Affiliates
    
    [     *     ]or its Affiliates
    
    Any company engaged in the sale or commercial distribution of the following, on any
platform (including, without limitation, personal computers), separately from video games;
video game engines or middleware used for the development of video games, where such engine
or middleware has the majority of the functionality of the Licensed Technology
 -24- * Information has been omitted from this document and filed separately with the
SEC under a request for confidential treatment pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934, as amended.