**Exhibit 10.4****AMENDMENT NO. 1 TO LICENSE AGREEMENT**     This Amendment No. 1 to License Agreement (the “***Amendment***”) is made as of December 5, 2005(the “***Effective Date***”) by and between *Epic Games, Inc.,*a Maryland corporation with offices at 620Crossroads Blvd., Cary, NC 27511 (“***Epic***”), and *Midway Home Entertainment Inc.,*a Delawarecorporation with offices at 10110 Mesa Rim Road, San Diego, California 92121 (“***Midway***”).**RECITALS**     WHEREAS, Epic and Midway entered into an Unreal Engine 3 License Agreement on January 14, 2005(the “***License Agreement***”) whereby Midway obtained the right to develop, market and sublicensevideo games using Epic’s Unreal Engine 3; and     WHEREAS, Epic and Midway have determined that it is in the best interest of each of theparties that the License Agreement be amended in accordance with the requirements of Section 12(c)of the License Agreement.     NOW, THEREFORE, in consideration of the mutual obligations and covenants set out herein andfor good consideration the parties agree as follows:**AGREEMENT**1. Definitions. All capitalized terms used in the License Agreement will have the samemeaning where used in this Amendment.2. Implementation. Notwithstanding the listing of **[**     *     **]**or its Affiliates (“**[      *      ]**”) on Exhibit C of theLicense Agreement, and subject to the terms and conditions set forth in this paragraph below, Epichereby grants Midway and/or its Affiliates the limited right to use **[      *      ]**or its Affiliates(companies with offices at **[      *      ]**) as a Software Development Contractor in accordance with the terms andconditions of the License Agreement solely with respect to the Games tentatively entitled“Stranglehold,” “**[     *      ]**” “**[      *      ]**,” “Area 52” and “**[**     *      **]**.” In accordance with Section 8(c) of the License Agreement, Midwayhereby notifies Epic that it will disclose Epic’s Confidential Information to **[      *      ]**inconnection therewith; provided, however, Midway shall not provide **[      *      ]**with directaccess to Epic’s development source code and object code database for the Licensed Technology, butinstead shall ensure that an authorized intermediary (e.g., an employee of Midway or itsAffiliates) with access to such database provides the Licensed Technology to **[      *      ]**,and that **[      *      ]**’s access to the Licensed Technology source code occurs at theoffices of Midway or its Affiliates or their contractors other than **[      *      ]**. Forthe purpose of clarity, Epic acknowledges that Midway’s use of **[      *      ]**as a SoftwareDevelopment Contractor for the specific Games listed in this paragraph above is not prohibited byExhibit C of the License Agreement, and Midway acknowledges that “**[**     ***     **] or its Affiliates” shall remain on Exhibit C of the License Agreement.3. Amendment.     Epic’s address in the License Agreement is hereby amended to the address listed on thisAmendment above.
-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 ExchangeAct of 1934, as amended.**

 
4. Limitation of Amendment. Other than as expressly set out herein, this Amendmentdoes not amend or modify the License Agreement in any way. The License Agreement, as amended andsupplemented by this Amendment, shall remain in full force and effect in accordance with its terms.5. Effective Date of Amendment. This Amendment, and the amendments made to the LicenseAgreement by this Amendment, will be effective as of the Effective Date.6. Counterparts. This Amendment may be executed in counterparts, each of which will bedeemed an original Amendment for all purposes and which collectively will constitute one and thesame Amendment.[Signature Page Follows This Page]
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     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first writtenabove.        **EPIC GAMES, INC.** **MIDWAY HOME ENTERTAINMENT INC.**     By:/s/ Jay Wilbur By:/s/ Matt Booty     Name:  Name:  Title:   Title: