MIDWAY GAMES INC
EXHIBIT 10.53
<DOCUMENT>
<TYPE>EX-10.53
<SEQUENCE>4
<FILENAME>a2130470zex-10_53.txt
<DESCRIPTION>EXHIBIT 10.53
<TEXT>
<Page>

                                                                   EXHIBIT 10.53

                               CONTINUING GUARANTY

          THIS CONTINUING GUARANTY ("Guaranty"), dated as of March 3, 2004, is
executed and delivered by 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,
and Midway Home Studios Inc., a Delaware corporation (collectively, the
"Guarantors", and each individually, a "Guarantor") in favor of Wells Fargo
Foothill, Inc., a California corporation ("Agent"), as administrative agent for
the Lenders (as defined below) and in light of the following:

          FACT ONE: Midway Home Entertainment Inc., a Delaware corporation, and
Midway Amusement Games, LLC, a Delaware limited liability company (together, the
"Borrowers" and each, individually, a "Borrower"), the Guarantors as credit
parties, certain lenders from time to time party thereto and Agent are,
contemporaneously herewith, entering into the Loan Documents; and

          FACT TWO: In order to induce Agent and Lenders to extend financial
accommodations to Borrowers pursuant to the Loan Documents, and in consideration
thereof, and in consideration of any loans or other financial accommodations
heretofore or hereafter extended by Agent and Lenders to Borrowers, whether
pursuant to the Loan Documents or otherwise, each Guarantor has agreed to
guarantee the Guaranteed Obligations.

          NOW, THEREFORE, in consideration of the foregoing, each Guarantor
hereby agrees, in favor of Agent, as agent for itself and the Lenders, as
follows:

          1.  DEFINITIONS AND CONSTRUCTION.

          (a) DEFINITIONS. The following terms, as used in this Guaranty, shall
have the following meanings:

          "BANKRUPTCY CODE" means The Bankruptcy Reform Act of 1978 (11 U.S.C.
Sections 101-1330), as amended or supplemented from time to time, and any
successor statute, and any and all rules issued or promulgated in connection
therewith.

          "GUARANTEED OBLIGATIONS" means any and all obligations, indebtedness,
or liabilities of any kind or character owed by any Borrower to Agent and
Lenders, or any of them, including all such obligations, indebtedness, or
liabilities, whether for principal, interest (including any interest which, but
for the application of the provisions of the Bankruptcy Code, would have accrued
on such amounts), premium, reimbursement obligations, fees, costs, expenses
(including, attorneys' fees), or indemnity obligations, whether heretofore, now,
or hereafter made, incurred, or created, whether voluntarily or involuntarily
made, incurred, or created, whether secured or unsecured (and if secured,
regardless of the nature or extent of the security), whether absolute or
contingent, liquidated or unliquidated, determined or indeterminate, whether any
Borrower is liable individually or jointly with others, and whether recovery is
or hereafter becomes barred by any statute of limitations or otherwise becomes
unenforceable for any reason whatsoever, including any act or failure to act by
Agent or Lenders.

          "LOAN DOCUMENTS" shall mean that certain Loan and Security Agreement,
of even date herewith, among Agent as a lender, the arranger and as
administrative agent for the Lenders, and the Lenders from time to time party to
the Loan Agreement ("Lenders"), Borrowers and each of the

Guaranty - Signature Page

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Guarantors as credit parties (the "Loan Agreement"), any promissory notes issued
by any Borrower in connection therewith, and those documents, instruments, and
agreements which either now or in the future exist among any Borrower, any
Guarantor, or any affiliate of any Borrower, on the one hand, and Agent or any
Lender, on the other hand.

          (b) CONSTRUCTION. Unless the context of this Guaranty clearly requires
otherwise, references to the plural include the singular, references to the
singular include the plural, and the term "including" is not limiting. The words
"hereof", "herein", "hereby", "hereunder", and other similar terms refer to this
Guaranty as a whole and not to any particular provision of this Guaranty. Any
reference herein to any of the Loan Documents includes any and all alterations,
amendments, extensions, modifications, renewals, or supplements thereto or
thereof, as applicable. Neither this Guaranty nor any uncertainty or ambiguity
herein shall be construed or resolved against Agent, any Lender or any
Guarantor, whether under any rule of construction or otherwise. On the contrary,
this Guaranty has been reviewed by each Guarantor, Agent, and their respective
counsel, and shall be construed and interpreted according to the ordinary
meaning of the words used so as to fairly accomplish the purposes and intentions
of Agent and each Guarantor.

          2.  GUARANTEED OBLIGATIONS. Guarantors hereby irrevocably and
unconditionally guarantee, on a joint and several basis, to Agent and Lenders,
as and for its own debt, until the Guaranteed Obligations have been Paid in Full
(as defined in the Loan Agreement), (a) payment of the Guaranteed Obligations,
in each case when and as the same shall become due and payable, whether at
maturity, pursuant to a mandatory prepayment requirement, by acceleration, or
otherwise; it being the intent of each Guarantor that the guaranty set forth
herein shall be a guaranty of payment and not a guaranty of collection; and (b)
the punctual and faithful performance, keeping, observance, and fulfillment by
Borrowers of all of the agreements, conditions, covenants, and obligations of
Borrowers contained in the Loan Documents.

          Notwithstanding any provision of this Guaranty to the contrary, it is
intended that this Guaranty, and any Liens granted by each Guarantor to secure
the obligations and liabilities arising pursuant to this Guaranty, not
constitute a "Fraudulent Conveyance" (as defined below). Consequently, each
Guarantor agrees that if this Guaranty, or any Liens securing the obligations
and liabilities arising pursuant to this Guaranty, would, but for the
application of this sentence, constitute a Fraudulent Conveyance, this Guaranty
and each such Lien shall be valid and enforceable only to the maximum extent
that would not cause this Guaranty or such Lien to constitute a Fraudulent
Conveyance, and this Guaranty shall automatically be deemed to have been amended
accordingly at all relevant times. For purposes hereof, "Fraudulent Conveyance"
means a fraudulent conveyance or fraudulent transfer under Section 548 of the
Bankruptcy Code or a fraudulent conveyance or fraudulent transfer under the
provisions of any applicable fraudulent conveyance or fraudulent transfer law or
similar law of any state, nation or other governmental unit, as in effect from
time to time.

          3.  CONTINUING GUARANTY. This Guaranty includes Guaranteed Obligations
arising under successive transactions continuing, compromising, extending,
increasing, modifying, releasing, or renewing the Guaranteed Obligations,
changing the interest rate, payment terms, or other terms and conditions
thereof, or creating new or additional Guaranteed Obligations after prior
Guaranteed Obligations have been satisfied in whole or in part. To the maximum
extent permitted by law, each Guarantor hereby waives any right to revoke this
Guaranty as to future indebtedness. If such a revocation is effective
notwithstanding the foregoing waiver, each Guarantor acknowledges and agrees
that (a) no such revocation shall be effective until written notice thereof has
been received by Agent and Lenders, (b) no such revocation shall apply to any
Guaranteed Obligations in existence on such date (including, any subsequent
continuation, extension, or renewal thereof, or change in the interest rate,

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payment terms, or other terms and conditions thereof), (c) no such revocation
shall apply to any Guaranteed Obligations made or created after such date to the
extent made or created pursuant to a legally binding commitment of Agent and
Lenders in existence on the date of such revocation, (d) no payment by any
Guarantor, any Borrower, or from any other source, prior to the date of such
revocation shall reduce the maximum obligation of any Guarantor hereunder, and
(e) any payment by any Borrower or from any source other than any Guarantor,
subsequent to the date of such revocation, shall first be applied to that
portion of the Guaranteed Obligations as to which the revocation is effective
and which are not, therefore, guaranteed hereunder, and to the extent so applied
shall not reduce the maximum obligation of any Guarantor hereunder.

          4.  PERFORMANCE UNDER THIS GUARANTY.  In the event that any Borrower
fails to make any payment of any Guaranteed Obligations on or before the due
date thereof, or if any Borrower shall fail to perform, keep, observe, or
fulfill any other obligation referred to in clause (b) of Section 2 hereof in
the manner provided in the Loan Documents, each Guarantor immediately shall
cause such payment to be made or each of such obligations to be performed, kept,
observed, or fulfilled.

          5.  PRIMARY OBLIGATIONS.  This Guaranty is a primary and original
obligation of each Guarantor, is not merely the creation of a surety
relationship, and is an absolute, unconditional, and continuing guaranty of
payment and performance which shall remain in full force and effect without
respect to future changes in conditions, including any change of law or any
invalidity or irregularity with respect to the issuance of the notes, if any,
issued in connection with the Loan Agreement. Each Guarantor agrees that it is
directly, jointly and severally with any other guarantor of the Guaranteed
Obligations, liable to Agent and Lenders, that the obligations of each Guarantor
hereunder are independent of the obligations of any Borrower or any other
guarantor, and that a separate action may be brought against each Guarantor
whether such action is brought against any Borrower or any other guarantor or
whether any Borrower or any such other guarantor is joined in such action. Each
Guarantor agrees that its liability hereunder shall be immediate and shall not
be contingent upon the exercise or enforcement by Agent or Lenders of whatever
remedies it may have against any Borrower or any other guarantor, or the
enforcement of any lien or realization upon any security Agent or Lenders may at
any time possess. Each Guarantor agrees that any release that may be given by
Agent or Lenders to any Borrower or any other guarantor shall not release such
Guarantor. Each Guarantor consents and agrees that Agent or Lenders shall be
under no obligation to marshal any assets of any Borrower or any other guarantor
in favor of any Guarantor, or against or in payment of any or all of the
Guaranteed Obligations.

          6.  WAIVERS.

          (a) To the maximum extent permitted by law, each Guarantor hereby
waives: (1) notice of acceptance hereof; (2) notice of any loans or other
financial accommodations made or extended under the Loan Documents or the
creation or existence of any Guaranteed Obligations; (3) notice of the amount of
the Guaranteed Obligations, subject, however, to each Guarantor's right to make
inquiry of Agent to ascertain the amount of the Guaranteed Obligations at any
reasonable time; (4) notice of any adverse change in the financial condition of
any Borrower or of any other fact that might increase any Guarantor's risk
hereunder; (5) notice of presentment for payment, demand, protest, and notice
thereof as to any promissory notes or other instruments among the Loan
Documents; (6) notice of any event of default under the Loan Documents; and (7)
all other notices (except if such notice is specifically required to be given to
any Guarantor hereunder or under any Loan Document to which any Guarantor is a
party) and demands to which any Guarantor might otherwise be entitled.

          (b) To the maximum extent permitted by law, each Guarantor hereby
waives the right by statute or otherwise to require Agent to institute suit
against any Borrower or to exhaust any rights and

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remedies, which Agent has or may have against any Borrower. In this regard, each
Guarantor agrees that it is bound to the payment of all Guaranteed Obligations,
whether now existing or hereafter accruing, as fully as if such Guaranteed
Obligations were directly owing to Agent by each such Guarantor. Each Guarantor
further waives any defense arising by reason of any disability or other defense
(other than the defense that the Guaranteed Obligations shall have been fully
and finally performed and indefeasibly paid) of any Borrower or by reason of the
cessation from any cause whatsoever of the liability of any Borrower in respect
thereof.

          (c) To the maximum extent permitted by law, each Guarantor hereby
waives: (1) any rights to assert against Agent or any Lender any defense (legal
or equitable), set-off, counterclaim, or claim which each Guarantor may now or
at any time hereafter have against any Borrower or any other party liable to
Agent or any Lender; (2) any defense, set-off, counterclaim, or claim, of any
kind or nature, arising directly or indirectly from the present or future lack
of perfection, sufficiency, validity, or enforceability of the Guaranteed
Obligations or any security therefor; and (3) any defense arising by reason of
any claim or defense based upon an election of remedies by Agent or any Lender
including any defense based upon an election of remedies by Agent or any Lender
under the provisions of Sections 580d and 726 of the California code of Civil
Procedure, or any similar law of California or any other jurisdiction.

          (d) To the maximum extent permitted by law, until the Guaranteed
Obligations are Paid in Full and the Commitments have been terminated, each
Guarantor hereby agrees not to exercise its right of subrogation any Guarantor
has or may have as against any Borrower with respect to the Guaranteed
Obligations. In addition, until the Guaranteed Obligations are Paid in Full and
the Commitments have been terminated, each Guarantor hereby agrees not to
proceed against any Borrower, now or hereafter, for contribution, indemnity,
reimbursement, and any other suretyship rights and claims, whether direct or
indirect, liquidated or contingent, whether arising under express or implied
contract or by operation of law, which any Guarantor may now have or hereafter
have as against any Borrower with respect to the Guaranteed Obligations. Until
the Guaranteed Obligations are Paid in Full and the Commitments have been
terminated, each Guarantor also hereby waives any rights to recourse to or with
respect to any asset of any Borrower.

          7.  RELEASES. Each Guarantor consents and agrees that, without notice
to or by any Guarantor and without affecting or impairing the obligations of any
Guarantor hereunder, Agent may, by action or inaction:

          (i) compromise, settle, extend the duration or the time for the
payment of, or discharge the performance of, or may refuse to or otherwise not
enforce the Loan Documents;

          (ii) release all or any one or more parties to any one or more of the
Loan Documents or grant other indulgences to any Borrower in respect thereof;

          (iii) amend or modify in any manner and at any time (or from time to
time) any of the Loan Documents; or

          (iv) release or substitute any other guarantor, if any, of the
Guaranteed Obligations, or enforce, exchange, release, or waive any security for
the Guaranteed Obligations (including, the collateral referred to in Section 18
hereof) or any other guaranty of the Guaranteed Obligations, or any portion
thereof.

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          8.  NO ELECTION. Agent and Lenders shall have the right to seek
recourse against any Guarantor to the fullest extent provided for herein, and no
election by Agent to proceed in one form of action or proceeding, or against any
party, or on any obligation, shall constitute a waiver of Agent's right to
proceed in any other form of action or proceeding or against other parties
unless Agent has expressly waived such right in writing. Specifically, but
without limiting the generality of the foregoing, no action or proceeding by
Agent or Lenders under any document or instrument evidencing the Guaranteed
Obligations shall serve to diminish the liability of any Guarantor under this
Guaranty except to the extent that Agent and Lenders finally and unconditionally
shall have realized indefeasible payment by such action or proceeding.

          9.  INDEFEASIBLE PAYMENT. The Guaranteed Obligations shall not be
considered Paid in Full for purposes of this Guaranty unless and until all
payments to Agent and Lenders are no longer subject to any right on the part of
any person, including any Borrower, any Borrower as a debtor in possession, or
any trustee (whether appointed under the Bankruptcy Code or otherwise) of any
Borrower's assets to invalidate or set aside such payments or to seek to recoup
the amount of such payments or any portion thereof, or to declare same to be
fraudulent or preferential. Upon such full and final performance and payment of
the Guaranteed Obligations whether by any Guarantor or any Borrower, neither
Agent nor any Lender shall have any obligation whatsoever to transfer or assign
its interest in the Loan Documents to any Guarantor. In the event that, for any
reason, any portion of such payments to Agent and Lenders is set aside or
restored, whether voluntarily or involuntarily, after the making thereof, then
the obligation intended to be satisfied thereby shall be revived and continued
in full force and effect as if said payment or payments had not been made, and
each Guarantor shall be liable for the full amount Agent and Lenders is required
to repay plus any and all costs and expenses (including attorneys' fees) paid by
Agent and Lenders in connection therewith.

          10. FINANCIAL CONDITION OF BORROWERS. Each Guarantor represents and
warrants to Agent that each such Guarantor is currently informed of the
financial condition of each Borrower and of all other circumstances which a
diligent inquiry would reveal and which bear upon the risk of nonpayment of the
Guaranteed Obligations. Each Guarantor further represents and warrants to Agent
that each such Guarantor has read and understands the terms and conditions of
the Loan Documents. Each Guarantor hereby covenants that each such Guarantor
will continue to keep informed of each Borrower's financial condition, the
financial condition of other guarantors, if any, and of all other circumstances
that bear upon the risk of nonpayment or nonperformance of the Guaranteed
Obligations.

          11. SUBORDINATION. Each Guarantor hereby agrees that any and all
present and future indebtedness of any Borrower owing to any Guarantor is
subject to that certain Intercompany Subordination Agreement, dated as of the
date hereof, by and among the Guarantors, the Borrowers and Agent and postponed
in favor of and subordinated to payment, in full, in cash, of the Guaranteed
Obligations.

          12. PAYMENTS; APPLICATION. All payments to be made hereunder by any
Guarantor shall be made in lawful money of the United States of America at the
time of payment, shall be made in immediately available funds, and shall be made
without deduction (whether for taxes or otherwise) or offset. All payments made
by any Guarantor hereunder shall be applied as follows: first, to all costs and
expenses (including attorneys' fees) incurred by Agent and Lenders in enforcing
this Guaranty or in collecting the Guaranteed Obligations; second, to all
accrued and unpaid interest, premium, if any, and fees owing to Agent and
Lenders constituting Guaranteed Obligations; and third, to the balance of the
Guaranteed Obligations.

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          13. ATTORNEYS' FEES AND COSTS. Each Guarantor agrees to pay, on
demand, all reasonable attorneys' fees and all other costs and expenses which
may be incurred by Agent and Lenders in the enforcement of this Guaranty or in
any way arising out of, or consequential to the protection, assertion, or
enforcement of the Guaranteed Obligations (or any security therefor), whether or
not suit is brought.

          14. [INTENTIONALLY LEFT BLANK]

          15. NOTICES. All notices or demands by any Guarantor, Lenders or Agent
to the other relating to this Guaranty shall be in writing and either personally
served or sent by registered or certified mail, postage prepaid, return receipt
requested, or by prepaid telex, telefacsimile or telegram, and shall be deemed
to be given for purposes of this Guaranty on the day that such writing is
received by the party to whom it is sent. Unless otherwise specified in a notice
sent or delivered in accordance with the provisions of this section, such
writing shall be sent, if to a Guarantor, then to the address of Guarantors as
set forth on the signature page hereof, and if to Agent or Lenders, then as
follows:

                  Wells Fargo Foothill, Inc., as Agent
                  2450 Colorado Avenue, Suite 3000 West
                  Santa Monica, California  90404
                  Attn:  Business Finance Division Manager
                  Facsimile number:  310-453-7443

          16. CUMULATIVE REMEDIES. No remedy under this Guaranty or under any
Loan Document is intended to be exclusive of any other remedy, but each and
every remedy shall be cumulative and in addition to any and every other remedy
given hereunder or under any Loan Document, and those provided by law or in
equity. No delay or omission by Agent or Lenders to exercise any right under
this Guaranty shall impair any such right nor be construed to be a waiver
thereof. No failure on the part of Agent or Lenders to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right.

          17. BOOKS AND RECORDS. Each Guarantor agrees that Agent's books and
records showing the account among Agent, Lenders and Borrowers shall be
admissible in any action or proceeding and shall be binding upon each Guarantor
for the purpose of establishing the items therein set forth and shall constitute
prima facie proof thereof.

          18. COLLATERAL. The obligations of each Guarantor hereunder are
secured as provided in the Loan Agreement, and as further provided in (a) that
certain Pledge Agreement of even date herewith by and between Agent and Midway
Games Inc., (b) that certain Pledge Agreement of even date herewith by and
between Agent and Midway Interactive Inc., and (c) that certain Pledge Agreement
of even date herewith by and between Agent and Midway Home Studios Inc.

          19. SEVERABILITY OF PROVISIONS. Any provision of this Guaranty which
is prohibited or unenforceable under applicable law, shall be ineffective to the
extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof.

          20. ENTIRE AGREEMENT; AMENDMENTS. This Guaranty constitutes the entire
agreement between each Guarantor and Agent pertaining to the subject matter
contained herein. This Guaranty may not be altered, amended, or modified, nor
may any provision hereof be waived or noncompliance therewith consented to,
except by means of a writing executed by each Guarantor and Agent. Any such
alteration, amendment, modification, waiver, or consent shall be effective only
to the extent specified

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therein and for the specific purpose for which given. No course of dealing and
no delay or waiver of any right or default under this Guaranty shall be deemed a
waiver of any other, similar or dissimilar right or default or otherwise
prejudice the rights and remedies hereunder.

          21. SUCCESSORS AND ASSIGNS. The death of any Guarantor shall not
terminate this Guaranty. This Guaranty shall be binding upon each Guarantor's
heirs, executors, administrators, representatives, successors, and assigns and
shall inure to the benefit of the successors and assigns of Agent and Lenders;
PROVIDED, HOWEVER, each Guarantor shall not assign this Guaranty or delegate any
of its duties hereunder without Agent's prior written consent. Any assignment
without the consent of Agent shall be absolutely void. In the event of any
assignment or other transfer of rights by Agent or any Lender, the rights and
benefits herein conferred upon Agent or such Lender shall automatically extend
to and be vested in such assignee or other transferee.

          22. OBLIGATIONS JOINT AND SEVERAL. Each Guarantor hereby agrees that
such Guarantor is jointly and severally liable for the full and prompt payment
(whether at stated maturity, by acceleration or otherwise) and performance of,
all Guaranteed Obligations owed or hereafter owing to Agent and Lenders by each
other Guarantor.

          23. CHOICE OF LAW AND VENUE. THE VALIDITY OF THIS GUARANTY, ITS
CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT, AND THE RIGHTS OF ANY GUARANTOR,
LENDERS AND AGENT, SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAW. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH
GUARANTOR HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION
WITH THIS GUARANTY SHALL BE TRIED AND DETERMINED ONLY IN THE STATE AND FEDERAL
COURTS LOCATED IN THE COUNTY OF COOK, STATE OF ILLINOIS, OR, AT THE SOLE OPTION
OF AGENT, IN ANY OTHER COURT IN WHICH AGENT SHALL INITIATE LEGAL OR EQUITABLE
PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER IN
CONTROVERSY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH GUARANTOR HEREBY
EXPRESSLY WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON
CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN
ACCORDANCE WITH THIS SECTION.

          24. WAIVER OF JURY TRIAL. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH
GUARANTOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY ACTION,
CAUSE OF ACTION, CLAIM, DEMAND, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO
THIS GUARANTY, OR IN ANY WAY CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
DEALINGS OF ANY GUARANTOR, LENDERS AND AGENT WITH RESPECT TO THIS GUARANTY, OR
THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. TO THE MAXIMUM
EXTENT PERMITTED BY LAW, EACH GUARANTOR HEREBY AGREES THAT ANY SUCH ACTION,
CAUSE OF ACTION, CLAIM, DEMAND, OR PROCEEDING SHALL BE DECIDED BY A COURT TRIAL
WITHOUT A JURY AND THAT AGENT MAY FILE AN ORIGINAL COUNTERPART OF THIS SECTION
WITH ANY COURT OR OTHER TRIBUNAL AS WRITTEN EVIDENCE OF THE CONSENT OF SUCH
GUARANTOR TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

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          IN WITNESS WHEREOF, each Guarantor has executed and delivered this
Guaranty as of the date set forth in the first paragraph hereof.

                                MIDWAY GAMES INC., a Delaware corporation

                                By Thomas E. Powell
                                Title Executive Vice President--Finance,
                                      Treasurer and Chief Financial Officer


                                MIDWAY GAMES WEST INC., a California corporation

                                By Thomas E. Powell
                                Title Executive Vice President--Finance,
                                      Treasurer and Chief Financial Officer


                                MIDWAY INTERACTIVE INC., a Delaware corporation

                                By Thomas E. Powell
                                Title Executive Vice President--Finance,
                                      Treasurer and Chief Financial Officer


                                MIDWAY SALES COMPANY, LLC, a Delaware limited
                                liability company

                                By Thomas E. Powell
                                Title Executive Vice President--Finance,
                                      Treasurer and Chief Financial Officer


                                MIDWAY HOME STUDIOS INC., a Delaware corporation

                                By Thomas E. Powell
                                Title Executive Vice President--Finance,
                                      Treasurer and Chief Financial Officer


                                Guarantors' Address:
                                2704 West Roscoe Street
                                Chicago, Illinois 60618
                                Telephone 773-961-2222
                                Telefacsimile. 773-961-2299

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