**Exhibit 10.88****CONSENT AND FOURTEENTH AMENDMENT TO****LOAN AND SECURITY AGREEMENT**          THIS CONSENT AND FOURTEENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) isentered into as of October 3, 2005, by and among Lenders, WELLS FARGO FOOTHILL, INC., aCalifornia corporation, as the arranger and administrative agent for the Lenders (“Agent”)and MIDWAY HOME ENTERTAINMENT INC., a Delaware corporation (“Midway”), MIDWAY AMUSEMENTGAMES, LLC, a Delaware limited liability company (“MAG”; Midway and MAG are referred to hereinaftereach individually as a “Borrower”, and individually and collectively, jointly andseverally, as the “Borrowers”), MIDWAY GAMES INC., a Delaware corporation(“Parent”), MIDWAY GAMES WEST INC., a California corporation (“MGW”), MIDWAYINTERACTIVE INC., a Delaware corporation (“MI”), MIDWAY SALES COMPANY, LLC, a Delawarelimited liability company (“MSC”), MIDWAY HOME STUDIOS INC., a Delaware corporation(“MHS”), SURREAL SOFTWARE INC., a Washington corporation (“Surreal”), MIDWAYSTUDIOS – AUSTIN INC., a Texas corporation (“MSA”), MIDWAY STUDIOS – LOS ANGELES INC., a Californiacorporation (“MSLA”; Parent, MGW, MI, MSC, MHS, Surreal, MSA and MSLA, are referred to hereinaftereach individually as a “U.S. Credit Party” and individually and collectively, jointly andseverally, as the “U.S. Credit Parties”).          WHEREAS, Borrowers, U.S. Credit Parties, Agent, and Lenders are parties to that certain Loanand Security Agreement dated as of March 3, 2004 (as amended, modified or supplemented from time totime, the “Loan Agreement”);          WHEREAS, Borrowers have advised Agent and Lenders that Parent desires to acquire all of theequity of The Pitbull Syndicate Limited, an English limited company (“Pitbull”), pursuantto the terms of an Agreement (the “Acquisition Agreement”), among Parent and theshareholders of Pitbull in substantially the form of the draft agreement delivered to Agent datedSeptember 30, 2005 (the “Pitbull Acquisition”);          WHEREAS, Borrowers and U.S. Credit Parties desire for Agent and Required Lenders to consent tothe Pitbull Acquisition as set forth herein; and          WHEREAS, Borrowers, U.S. Credit Parties, Agent and Lenders have agreed to amend the LoanAgreement in certain respects, subject to the terms and conditions contained herein.          NOW THEREFORE, in consideration of the premises and mutual agreements herein contained, theparties hereto agree as follows:          1. Defined Terms. Unless otherwise defined herein, capitalized terms used hereinshall have the meanings ascribed to such terms in the Loan Agreement.          2. Consent. Subject to the satisfaction of the conditions set forth in Section 5below, Agent and Required Lenders hereby consent to the Pitbull Acquisition in
 

 
accordance with the terms of the Acquisition Agreement; provided that (i) the closing of thePitbull Acquisition is completed within five (5) days of the date hereof and (ii) the net amount ofInvestments in Pitbull shall not at any time exceed the applicable amounts set forth in thedefinition of Permitted Investment in Section 1.1 of the Loan Agreement. This is a limited consentand shall not be deemed to constitute a waiver of, or consent to, any other future breach of theLoan Agreement (as amended by this Amendment).          3. Amendment to Loan Agreement. Subject to the satisfaction of the conditions setforth in Section 5 hereof, the Loan Agreement is amended as follows:          (a) The definition of “Bankruptcy Code” in Section 1.1 of the Loan Agreement is hereby amendedand restated as follows:     “Bankruptcy Code” means title 11 of the United States Code, asapplicable, and as in effect from time to time, and, in respect of UK Company andPitbull, UK Insolvency Laws, in respect of German Company, German Insolvency Laws,in respect of Japan Company, Japan Insolvency Laws and in respect of AustraliaCompanies, Australian Insolvency Laws.          (b) The definition of “Loan Document” in Section 1.1 of the Loan Agreement is amended byreplacing the words “a Company, UK Company, German Company Japan Company or an Australian Company”with “a Company or a Foreign Company”.          (c) The definition of “Permitted Investment” in Section 1.1 of the Loan Agreement is herebyamended and restated as follows:     “Permitted Investments” means (a) Investments in cash and Cash Equivalents, (b)Investments in negotiable instruments for collection, (c) advances made in connection withpurchases of goods or services in the ordinary course of business, (d) Investments receivedin settlement of amounts due to a Company effected in the ordinary course of business orowing to a Company as a result of Insolvency Proceedings involving an Account Debtor or uponthe foreclosure or enforcement of any Lien in favor of a Company, (e) acquisition of Stockof a Target in connection with a Permitted Acquisition, (f) capital contribution (not toexceed $1,000 in cash plus common stock of Parent sufficient to pay purchase price of theapplicable Permitted Acquisition) to a wholly owned Subsidiary of Midway formed to acquirethe Stock of a Target (so long as such wholly owned Subsidiary is merged into such Targetupon consummation of such Permitted Acquisition), (g) loans among the Companies, (h)Investments in UK Company so long as the net additional amount of such Investments made fromand after the date hereof does not exceed $3,350,000 at any time during the period from theClosing Date through March 31, 2005, or $750,000 at any time thereafter, (i) Investments inGerman Company so long as the net additional amount of such Investments made does not exceed$2,500,000 at any time, (j) Investments in Japan Company so long as the net additionalamount of such Investments made does not exceed $500,000 in any fiscal year, (k) Investmentsin
-2-

 
Australia Companies equal to the purchase consideration for the Australia Transactionsplus additional Investments so long as the net additional amount of such additionalInvestments made does not exceed (i) an amount equal to $1,500,000 plus the ordinary courseexpenses of the Australia Companies at any time prior to December 31, 2005 and (ii) anamount equal to the ordinary course expenses of the Australia Companies at any time on orafter December 31, 2005, (l) Investments in Pitbull so long as the net amount of suchInvestments made does not exceed (i) an amount equal to $1,500,000 plus the ordinary courseexpenses of Pitbull at any time prior to December 31, 2005 and (ii) an amount equal to theordinary course expenses of Pitbull at any time on or after December 31, 2005 and (m)Investments in the Investment Account.          (d) The following definitions are added to Section 1.1 of the Loan Agreement, each in theirappropriate alphabetical order:     “Foreign Companies” means collectively, the Australia Companies, UKCompany, German Company, Japan Company and Pitbull.     “Pitbull” means The Pitbull Syndicate Limited, an English limitedliability private company, registered with company number 3292274          (e) The preface to Article 7 of the Loan Agreement is hereby amended and restated as follows:     Each Company covenants and agrees that, until termination of all of theCommitments and payment in full of the Obligations, Companies will not, and will notpermit any Foreign Company to, do any of the following:          (f) Section 7.1(d) of the Loan Agreement shall be amended as follows:     (i) The reference in clause (i) to “UK Company’s, German Company’s, Japan Company’s,Australia Companies” shall be replaced with “any Foreign Company’s”;     (ii) Both references in clause (ii) to “UK Company, German Company, Japan Company,Australia Companies” shall be replaced with “Foreign Companies”; and     (iii) The reference in clause (iii) to “UK Company, German Company, Japan Company,Australia Companies” shall be replaced with “the applicable Foreign Company”.          (g) Section 7.4 of the Loan Agreement shall be amended by replacing the reference to “UKCompany, German Company, Japan Company, Australia Companies” with “any Foreign Company”.          (h) Section 7.5 of the Loan Agreement shall be amended and restated as follows:
-3-

 
     Change any Foreign Company’s name or any Company’s name, FEIN, organizationalidentification number, state or nation of organization, or organizational identity;provided, however, that (a) a Company (other than German Company)may change its name upon at least 30 days prior written notice by AdministrativeBorrower to Agent of such change and so long as, at the time of such writtennotification, such Company provides any financing statements necessary to perfectand continue perfected Agent’s Liens and (b) German Company may change its name uponprior written notice by Administrative Borrower to Agent of such change.          (i) Section 7.10 of the Loan Agreement shall be amended by replacing the reference to “UKCompany, German Company, Japan Company, Australia Companies” with “a Foreign Company” and replacingthe reference to “UK Company’s, German Company’s, Japan Company’s, Australia Companies’” and “anyForeign Company’s”.          (j) Section 7.11 of the Loan Agreement shall be amended by replacing both references to “UKCompany’s, German Company’s, Japan Company’s, Australia Companies’” with “ Foreign Companies’” .          (k) Section 7.13 of the Loan Agreement shall be amended by replacing all references to “UKCompany, German Company, Japan Company, Australia Companies” with “any Foreign Company”.          4. Ratification. This Amendment, subject to satisfaction of the conditions providedbelow, shall constitute an amendment to the Loan Agreement and all of the Loan Documents asappropriate to express the agreements contained herein. In all other respects, the Loan Agreementand the Loan Documents shall remain unchanged and in full force and effect in accordance with theiroriginal terms.          5. Conditions to Effectiveness. This Amendment shall become effective as of the datehereof and upon the satisfaction of the following conditions precedent:          (a) Each party hereto shall have executed and delivered this Amendment to Agent;          (b) Companies shall have delivered to Agent such documents, agreements and instruments as maybe requested or required by Agent in connection with this Amendment, each in form and contentacceptable to Agent;          (c) No Default or Event of Default shall have occurred and be continuing on the date hereof oras of the date of the effectiveness of this Amendment; and          (d) All proceedings taken in connection with the transactions contemplated by this Amendmentand all documents, instruments and other legal matters incident thereto shall be satisfactory toAgent and its legal counsel.
-4-

 
          6. Additional Event of Default. An Event of Default shall exist if Borrowers fail todeliver to Agent a perfected pledge of the equity interests of Pitbull, effective under UnitedKingdom law, within 60 days of the date hereof, in form and substance satisfactory to Agent.          7. Miscellaneous.          (a) Warranties and Absence of Defaults. In order to induce Agent to enter into thisAmendment, each Company hereby warrants to Agent, as of the date hereof, that the representationsand warranties of Companies contained in the Loan Agreement are true and correct as of the datehereof as if made on the date hereof (other than those which, by their terms, specifically are madeas of certain dates prior to the date hereof).          (b) Expenses. Companies, jointly and severally, agree to pay on demand all costs andexpenses of Agent (including the reasonable fees and expenses of outside counsel for Agent) inconnection with the preparation, negotiation, execution, delivery and administration of thisAmendment and all other instruments or documents provided for herein or delivered or to bedelivered hereunder or in connection herewith. All obligations provided herein shall survive anytermination of this Amendment and the Loan Agreement as amended hereby.          (c) Governing Law. This Amendment shall be a contract made under and governed by theinternal laws of the State of Illinois.          (d) Counterparts. This Amendment may be executed in any number of counterparts, andby the parties hereto on the same or separate counterparts, and each such counterpart, whenexecuted and delivered, shall be deemed to be an original, but all such counterparts shall togetherconstitute but one and the same Amendment.          8. Release.          (a) In consideration of the agreements of Agent and Lenders contained herein and for othergood and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, eachCompany, on behalf of itself and its successors, assigns, and other legal representatives, herebyabsolutely, unconditionally and irrevocably releases, remises and forever discharges Agent andLenders, and their successors and assigns, and their present and former shareholders, affiliates,subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and otherrepresentatives (Agent, each Lender and all such other Persons being hereinafter referred tocollectively as the “Releasees” and individually as a “Releasee”), of and from all demands,actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sumsof money, accounts, bills, reckonings, damages and any and all other claims, counterclaims,defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” andcollectively, “Claims”) of every name and nature, known or unknown, suspected or unsuspected, bothat law and in equity, which such Company or any of its successors, assigns, or other legalrepresentatives may now or hereafter own, hold, have or claim to have against the Releasees or anyof them for, upon, or by reason of any circumstance, action,
-5-

 
cause or thing whatsoever which arises at any time on or prior to the day and date of thisAmendment, including, without limitation, for or on account of, or in relation to, or in any way inconnection with any of the Loan Agreement, or any of the other Loan Documents or transactionsthereunder or related thereto.          (b) Each Company understands, acknowledges and agrees that the release set forth above may bepleaded as a full and complete defense and may be used as a basis for an injunction against anyaction, suit or other proceeding which may be instituted, prosecuted or attempted in breach of theprovisions of such release.          (c) Each Company agrees that no fact, event, circumstance, evidence or transaction which couldnow be asserted or which may hereafter be discovered shall affect in any manner the final, absoluteand unconditional nature of the release set forth above.
-6-

 
          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by theirrespective 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         **MIDWAY STUDIOS — LOS ANGELES INC**.,  a California corporation         Each By /s/ Thomas E. Powell           Title EVP-Finance, CFO      Signature page to Consent and Fourteenth Amendment to Loan and Security Agreement
 

 
         **WELLS FARGO FOOTHILL, INC.**,    a California corporation, as Agent, as UK Security Trustee and as a Lender         By John Leonard           Title Vice President       Signature page to Consent and Fourteenth Amendment to Loan and Security Agreement