EXHIBIT 10.3

FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT

THIS
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this "Amendment") is entered into as of October 5, 2004, by and among Lenders, WELLS FARGO FOOTHILL, INC., a California
corporation, as the arranger and administrative agent for the Lenders ("Agent") and, on the other hand, MIDWAY HOME ENTERTAINMENT INC., a
Delaware corporation ("Midway"), MIDWAY AMUSEMENT GAMES, LLC, a Delaware limited liability company ("MAG"; Midway and MAG are referred to hereinafter
each individually as a "Borrower", and individually and collectively, jointly and severally, as the
"Borrowers"), MIDWAY GAMES INC., a Delaware corporation ("Parent"), MIDWAY GAMES
WEST INC., a California corporation ("MGW"), MIDWAY INTERACTIVE INC., a Delaware corporation
("MI"), MIDWAY SALES COMPANY, LLC, a Delaware limited liability company ("MSC"), MIDWAY HOME
STUDIOS INC., a Delaware corporation ("MHS"), SURREAL SOFTWARE INC., a Washington corporation
("Surreal") and MIDWAY STUDIOSAUSTIN INC., a Texas corporation ("Midway Studios";
Parent, MGW, MI, MSC, MHS, Surreal and Midway Studios, are referred to hereinafter each individually as a "U.S. Credit Party" and individually and
collectively, jointly and severally, as the "U.S. Credit Parties")

WHEREAS,
Borrowers, U.S. Credit Parties, Agent, and Lenders are parties to that certain Loan and Security Agreement dated as of March 3, 2004 (as amended, modified or supplemented
from time to time, the "Loan Agreement");

WHEREAS,
Borrowers, U.S. Credit Parties, Agent and Lenders have agreed to amend the Loan Agreement in certain respects, subject to the terms and conditions contained herein.

NOW
THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows:



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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized and delivered as of the date first above written.

| |  | MIDWAY HOME ENTERTAINMENT INC.,a Delaware corporation                                                 
| |  | ------------------------------------------------------------------------------------------------------
| |  | MIDWAY AMUSEMENT GAMES, LLC,a Delaware limited liability company                                      
| |  | MIDWAY GAMES INC.,a Delaware corporation                                                              
| |  | MIDWAY GAMES WEST INC.,a California corporation                                                       
| |  | MIDWAY INTERACTIVE INC.,a Delaware corporation                                                        
| |  | MIDWAY SALES COMPANY, LLC,a Delaware limited liability company                                        
| |  | MIDWAY HOME STUDIOS INC.,a Delaware corporation                                                       
| |  | SURREAL SOFTWARE INC.,a Washington corporation                                                        
| |  | MIDWAY STUDIOSAUSTIN INC.,a Texas corporation                                                        
| |  | Each By: David F. Zucker
Title: Chief Executive Officer                                               
| |  | WELLS FARGO FOOTHILL, INC.,
a California corporation, as Agent, as UK Security Trustee and as a Lender
| |  | By: John Leonard
Title: Vice President                                                                

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