<PAGE>   1
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 11, 1997
 
                                                     REGISTRATION NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ---------------------
 
                                    FORM S-3
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
                             DAVE & BUSTER'S, INC.
             (Exact name of registrant as specified in its charter)
 

<TABLE>
<S>                                            <C>
                   MISSOURI                                      43-1532756
           (State of incorporation)                 (I.R.S. employer identification no.)
</TABLE>

 
                              2751 ELECTRONIC LANE
                              DALLAS, TEXAS 75220
                                 (214) 357-9588
       (Address, including zip code, and telephone number, including area
               code, of registrant's principal executive offices)
                             ---------------------
 
                                 ALAN L. MURRAY
                       VICE PRESIDENT -- GENERAL COUNSEL
                              2751 ELECTRONIC LANE
                              DALLAS, TEXAS 75220
                                 (214) 357-9588
(Name, address including zip code, and telephone number, including area code, of
                               agent for service)
                             ---------------------
 
                                   Copies to:
 

<TABLE>
<S>                                            <C>
               BRUCE H. HALLETT                             EDWARD S. ROSENTHAL
           CROUCH & HALLETT, L.L.P.               FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
        717 N. HARWOOD ST., SUITE 1400                     350 SOUTH GRAND AVENUE
             DALLAS, TEXAS 75201                                 32ND FLOOR
                (214) 953-0053                         LOS ANGELES, CALIFORNIA 90071
                                                               (213) 473-2000
</TABLE>

 
                             ---------------------
 
     Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
 
     If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
 
     If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
 
     If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
- ------------------
 
     If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
- ------------------
 
     If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
                             ---------------------
 
                        CALCULATION OF REGISTRATION FEE
 

<TABLE>
<CAPTION>
====================================================================================================================
                                                           PROPOSED MAXIMUM     PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES      AMOUNT BEING         OFFERING PRICE     AGGREGATE OFFERING      AMOUNT OF
        BEING REGISTERED                REGISTERED           PER SHARE(1)            PRICE         REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
<S>                               <C>                    <C>                  <C>                  <C>
Common Stock, $.01 par value.....  2,300,000 shares(2)        $24.58(2)           $56,534,000           $17,132
==================================================================================================================
</TABLE>

 
(1) Estimated solely for purposes of calculating the amount of the registration
    fee pursuant to the provisions of Rule 457(c).
(2) Amounts adjusted to reflect a three-for-two stock split (in the form of a
    stock dividend) effective on September 15, 1997.
                             ---------------------
 
     THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================

<PAGE>   2
 
     Information contained herein is subject to completion or amendment. A
     registration statement relating to these securities has been filed with the
     Securities and Exchange Commission. These securities may not be sold nor
     may offers to buy be accepted prior to the time the registration statement
     become effective. This prospectus shall not constitute an offer to sell or
     the solicitation of an offer to buy nor shall there be any sale of these
     securities in any State in which such offer, solicitation or sale would be
     unlawful prior to registration or qualification under the securities laws
     of any such State.
 
                SUBJECT TO COMPLETION, DATED SEPTEMBER 11, 1997
 
                                2,000,000 SHARES
 
                                      LOGO
 
                                  COMMON STOCK
 
        Of the 2,000,000 shares of Common Stock offered hereby, 1,800,000 shares
are being sold by Dave & Buster's, Inc. (the "Company") and 200,000 shares are
being sold by certain stockholders of the Company (the "Selling Stockholders").
The Company will not receive any of the proceeds from the sale of the shares of
Common Stock by the Selling Stockholders.
 
     The Company's Common Stock is traded on the Nasdaq National Market under
the symbol DANB. On September 10, 1997, the last reported sale price of the
Common Stock on the Nasdaq National Market was $37.875 per share ($25.25
adjusted for a three-for-two stock split on September 15, 1997). See "Price
Range of Common Stock."
 
     SEE "RISK FACTORS" ON PAGES 6 TO 8 FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
                            ------------------------
 
  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
   AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
                               CRIMINAL OFFENSE.
 

<TABLE>
<CAPTION>
===============================================================================================================
                                     Price to          Underwriting         Proceeds to     Proceeds to Selling
                                      Public            Discount(1)         Company(2)        Stockholders(2)
- ---------------------------------------------------------------------------------------------------------------
<S>                             <C>                 <C>                 <C>                 <C>
Per Share......................          $                   $                   $                   $
- ---------------------------------------------------------------------------------------------------------------
Total(3).......................          $                   $                   $                   $
===============================================================================================================
</TABLE>

 
(1) See "Underwriting" for information concerning indemnification of the
    Underwriters and other matters.
(2) Before deducting expenses payable by the Company, estimated at $300,000.
(3) The Company has granted to the Underwriters a 30-day option to purchase up
    to 300,000 additional shares of Common Stock solely to cover
    over-allotments, if any. If the Underwriters exercise the option in full,
    the total Price to Public will total $           , Underwriting Discount
    will total $           and the Proceeds to Company will total $           .
    See "Underwriting."
 
     The shares of Common Stock are offered by the Underwriters named herein,
subject to receipt and acceptance by them and subject to their right to reject
any order in whole or in part. It is expected that delivery of the certificates
representing such shares will be made against payment therefor at the office of
Montgomery Securities on or about October   , 1997.
                            ------------------------
 
MONTGOMERY SECURITIES
                            PAINEWEBBER INCORPORATED
                                                  PIPER JAFFRAY INC.
 
                                October   , 1997

<PAGE>   3
 
                       [INSIDE COVER PAGE OF PROSPECTUS]
 
Gatefold as follows:
 
TOP PAGE:
 
     Company's logo, trademark phrase "There's No Place Like It"(TM)
     List of Locations
 
INSIDE:
 
     Diagram of Complex floor plan with description of different areas
 
     Company logo and trademark phrase
 
Back inside cover pictures
 
     Gatefold as follows:   Menus
                            Panoramic photo of outside of Complex
                            Logo
                            Description of history of Company
 
                                        2

<PAGE>   4
 
     CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMPANY'S COMMON
STOCK, INCLUDING STABILIZING BIDS, SYNDICATE COVERING TRANSACTIONS AND THE
IMPOSITION OF PENALTY BIDS. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE
"UNDERWRITING."
 
                               PROSPECTUS SUMMARY
 
     The following summary is qualified in its entirety by reference to the more
detailed information and financial statements, including the notes thereto,
appearing elsewhere in this Prospectus. Unless otherwise indicated, (i) all
references to the Company refer to Dave & Buster's, Inc., a Missouri
corporation, and its subsidiaries, (ii) all share and per share information has
been adjusted to give effect to a three-for-two stock split (in the form of a
stock dividend) on September 15, 1997, (iii) all information assumes no exercise
of the Underwriters' over-allotment option and (iv) the 52 weeks ended January
31, 1993, January 30, 1994 and January 29, 1995, the 53 weeks ending February 4,
1996 and the 52 weeks ended February 2, 1997 and February 1, 1998 are referred
to as fiscal 1992, 1993, 1994, 1995, 1996 and 1997, respectively.
 
                                  THE COMPANY
 
     The Company operates 11 large, high volume restaurant/entertainment
complexes under the Dave & Buster's name (a "Dave & Buster's," a
"Restaurant/Entertainment Complex" or a "Complex"). Each Dave & Buster's offers
a full menu of high quality food and beverage items combined with an extensive
array of entertainment attractions such as pocket billiards, shuffleboard,
state-of-the-art interactive simulators and virtual reality systems, and
traditional carnival-style games of skill. The Company's current 50,000 to
60,000 square foot prototype facility is designed to promote easy access to, and
maximize customer cross-over between, the multiple dining and entertainment
areas within each Complex. The Company emphasizes high levels of customer
service to create casual, yet sophisticated, "ideal playing conditions" for
adults.
 
     The Company currently operates Dave & Buster's in the following locations:
two in each of Dallas and Chicago and one each in Houston; Atlanta;
Philadelphia; Hollywood, Florida; North Bethesda, Maryland; Ontario, California;
and Cincinnati, Ohio. In addition, the Company expects to open a Complex in
Denver, Colorado in the fourth quarter of fiscal 1997. Furthermore, the Company
anticipates opening four Complexes in each of fiscal 1998 and 1999 and at least
five Complexes each fiscal year thereafter. The Company has signed leases for
sites in the Palisades Center in Rockland County, New York and the Irvine
Spectrum Center in Irvine, California, and these Complexes are expected to open
in the first and third quarters of fiscal 1998, respectively. In addition to
operations in the U.S., the Company has been actively pursuing international
growth opportunities. Pursuant to a license agreement with the Company, a
subsidiary of Bass Plc operates one Complex in Birmingham, England and has
agreed to open a total of seven Complexes in the United Kingdom by 2005. A
second licensed Complex is scheduled for opening in Bristol, England in
mid-1998.
 
     The Company believes that the presentation of multiple attractions in one
large facility, the high quality food and service each Complex offers, and the
Company's emphasis on casual, yet sophisticated, fun for adults are key aspects
of the Dave & Buster's experience. Each Complex's dining areas, bars and
entertainment areas, including "the Grand Bar and Dining Room," "the Viewpoint
Bar" and "the Million Dollar Midway," offer a full menu of popular, moderately
priced food and beverage items. The Company's wide variety of entertainment
attractions range from traditional games such as pocket billiards, shuffleboard
and play-for-fun blackjack, to the latest in state-of-the-art video/computer
games including interactive simulators and virtual reality systems. Each Dave &
Buster's also offers group-oriented events such as "Murder Mystery Dinner
Theater," "Karaoke Sing-a-Longs," televised sporting events, private parties and
corporate events.
 
                                        3

<PAGE>   5
 
     During fiscal 1996, the Company introduced the Dave & Buster's Power Card,
which is purchased by customers to activate most of the Million Dollar Midway
games. The Power Card enables customers to activate games more easily and
encourages extended play of games. Customers have increased their initial
purchases of game credits and frequency of play, resulting in higher total
revenues and a 4% increase in the percentage of the Company's revenues derived
from amusements, which have greater operating margins than food and beverage
revenues, to 49.5% in the 26 weeks ended August 3, 1997 from 45.5% in the 26
weeks ended August 4, 1996. In addition, by replacing coin activation, the Power
Card has eliminated the technical difficulties and maintenance issues associated
with coin activated equipment. Furthermore, the Power Card feature has increased
the Company's flexibility in the pricing and promotion of games.
 
     The Company generated total revenues of approximately $88.8 million in
fiscal 1996. For the 26 weeks ended August 3, 1997, the Company generated total
revenues of approximately $58.3 million. Approximately 50.5% of the Company's
total revenues during this period were generated by food and beverage revenues
(food and non-alcoholic beverage revenues were approximately 32.4% of total
revenues and alcoholic beverage revenues were 18.1% of total revenues). During
this 26-week period, entertainment and other revenues represented 49.5% of total
revenues.
 
     The Company believes its Complexes have produced excellent unit economics.
For the 52 weeks ended August 3, 1997, the Company's current prototype Complexes
which had been open for at least 18 months (Houston, Atlanta, Philadelphia and
Suburban Chicago) generated average total revenues of approximately $12.7
million, average operating income of approximately $3.0 million (23.3% of
revenues) and average cash flow of approximately $3.8 million (29.9% of
revenues). Average cash flow is the unweighted average of Complex operating
income before depreciation and amortization. Although average cash flow should
not be considered an alternative to operating income as an indicator of the
Company's operating performance or an alternative to cash flows from operating
activities as a measure of liquidity, average cash flow is commonly used as an
additional measure of operating profitability in the restaurant and certain
other related industries. These Complexes required an initial investment,
including land, improvements and furniture, fixtures and equipment, but
excluding preopening expenses, averaging approximately $11.1 million. Three of
these four Complexes are owned rather than leased, while the most recently
opened and projected Complexes are and will be leased facilities. Opening a
leased facility typically reduces the Company's capital investment in a Complex
and typically decreases average operating income and average cash flow as a
result of rent expense.
 
     The Company was founded in 1982 when David ("Dave") Corriveau and James
("Buster") Corley opened the first Dave & Buster's in Dallas. The Company's
principal executive offices are located at 2751 Electronic Lane, Dallas, Texas
75220 and its telephone number is (214) 357-9588.
 
                                  THE OFFERING
 
Common Stock to be offered by the Company.......   1,800,000 shares
 
Common Stock to be offered by the Selling
Stockholders....................................   200,000 shares
 
Common Stock to be outstanding after the
offering........................................   12,717,534 shares(1)
 
Use of proceeds by the Company..................   To reduce outstanding
                                                   indebtedness, to fund the
                                                   development of additional
                                                   Complexes and for general
                                                   corporate purposes. See "Use
                                                   of Proceeds."
 
Nasdaq National Market Symbol...................   DANB
- ---------------
 
(1) Excludes 742,712 shares of Common Stock reserved for issuance for options
    granted under the Company's stock option plans, of which options to purchase
    243,848 shares were exercisable as of November 1, 1997.
                                        4

<PAGE>   6
 
         SUMMARY OF SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA
 
     The following table presents selected consolidated financial data for the
Company. The following data should be read in conjunction with the Consolidated
Financial Statements of the Company and the notes thereto incorporated by
reference herein. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
 

<TABLE>
<CAPTION>
                                                                              26 WEEKS ENDED
                                                FISCAL YEARS              ----------------------
                                      --------------------------------    AUGUST 4,    AUGUST 3,
                                        1994        1995        1996        1996         1997
                                      --------    --------    --------    ---------    ---------
                                         (IN THOUSANDS, EXCEPT PER SHARE AND OPERATING DATA)
<S>                                   <C>         <C>         <C>         <C>          <C>
INCOME STATEMENT DATA:
Food and beverage revenues..........  $ 27,426    $ 28,554    $ 48,568     $ 22,549     $ 29,433
Amusement and other revenues .......    21,997      23,990      40,207       18,813       28,870
                                      --------    --------    --------     --------     --------
Total revenues......................    49,423      52,544      88,775       41,362       58,303
Operating income....................     4,038       4,908      10,721        4,803        6,692
Net income..........................  $  2,364    $  2,922    $  6,340     $  2,837     $  3,790
                                      ========    ========    ========     ========     ========
Earnings per common share...........  $   0.30    $   0.34    $   0.58     $   0.26     $   0.35
Weighted average shares
  outstanding.......................     7,796       8,681      10,902       10,901       10,905
 
OPERATING DATA:
Number of Company operated Complexes
  open at end of period.............         5           7           9            8           10
Average weekly revenues per
  Complex...........................  $189,223    $187,974    $212,012     $208,448     $226,870
</TABLE>

 

<TABLE>
<CAPTION>
                                                                    AUGUST 3, 1997
                                                                -----------------------
                                                                                AS
                                                                 ACTUAL     ADJUSTED(1)
                                                                --------    -----------
                                                                    (IN THOUSANDS)
<S>                                                             <C>         <C>
BALANCE SHEET DATA:
Working capital.............................................    $  3,819       $ 40,249
Total assets................................................     113,486        149,916
Total long-term debt (including current portion)............      23,500         18,500
Total stockholders' equity..................................      79,360        120,790
</TABLE>

 
- ---------------
 
(1) As adjusted to reflect the sale of 1,800,000 shares of Common Stock by the
    Company at an assumed public offering price of $24.50 per share and the
    application of the estimated net proceeds therefrom. See "Use of Proceeds"
    and "Capitalization."
                                        5

<PAGE>   7
 
                                  RISK FACTORS
 
     This Prospectus contains certain forward-looking statements within the
meaning of the federal securities laws. Actual results and the timing of certain
events could differ materially from those projected in the forward-looking
statements due to the factors set forth below and elsewhere in this Prospectus.
See "Special Note Regarding Forward-Looking Statements." In addition to the
other information in this Prospectus, prospective investors should carefully
consider the following factors in evaluating an investment in the Common Stock
offered hereby.
 
EXPANSION PLANS; CAPITAL RESOURCE REQUIREMENTS
 
     The Company presently plans to open an additional Complex during the fourth
quarter of fiscal 1997, four Complexes in each of 1998 and 1999 and at least
five Complexes each fiscal year thereafter. Accomplishing these expansion goals
will depend upon a number of factors, including the Company's ability to raise
sufficient capital, locate and obtain appropriate sites, hire and train
additional management personnel and construct or acquire, at reasonable cost,
the necessary improvements and equipment for such Restaurant/Entertainment
Complexes. In particular, the capital resources required to develop each new
Restaurant/Entertainment Complex are significant. The Company's current
prototype Complexes have required an initial investment, including land,
improvements and furniture, fixtures and equipment, but excluding pre-opening
expenses, averaging approximately $10 million per Complex.
 
     There can be no assurance that the Company will be able to complete its
planned expansion, that the Company will continue to be successful in its
development of new Restaurant/Entertainment Complexes or that new
Restaurant/Entertainment Complexes, if completed, will perform in a manner
consistent with the Company's most recently opened Restaurant/Entertainment
Complexes or make a positive contribution to the Company's operating
performance.
 
SMALL NUMBER OF RESTAURANT/ENTERTAINMENT COMPLEXES
 
     The Company operates 11 Restaurant/Entertainment Complexes. The combination
of the relatively small number of locations and the significant investment
associated with each new Restaurant/Entertainment Complex may cause the
operating results of the Company to fluctuate significantly and adversely affect
the profitability of the Company. Due to this relatively small number of
locations, poor results of operations at any one Restaurant/Entertainment
Complex could materially affect the profitability of the entire Company. New
Restaurant/Entertainment Complexes have experienced a drop in revenues after
their first year of operation, and the Company does not expect that in
subsequent years any increases in comparable Complex revenues will be
meaningful.
 
     Future growth in revenues and profits will depend to a substantial extent
on the Company's ability to increase the number of its Restaurant/Entertainment
Complexes. Because of the substantial up-front financial requirements which are
described above, the investment risk related to any one Restaurant/Entertainment
Complex is much larger than that associated with most other companies'
restaurant or entertainment venues.
 
DEPENDENCE UPON SENIOR MANAGEMENT
 
     The Company's future success will depend largely on the efforts and
abilities of its existing senior management, particularly David O. Corriveau and
James W. Corley, the Company's Co-Chief Executive Officers and the founders of
the Company's business. The loss of the services of certain of the Company's
management team could have a material adverse effect on the Company's business.
Messrs. Corriveau and Corley are employed pursuant to employment agreements
which will expire in June 2000.
 
EDISON BROTHERS' BANKRUPTCY
 
     In 1989, Edison Brothers Stores, Inc. ("Edison Brothers") acquired 80% of
the Company's operating business and all of the real estate interests related to
such operating business. In June 1995, Edison Brothers distributed to its
stockholders all of the shares of the Company's Common Stock owned by Edison
Brothers
 
                                        6

<PAGE>   8
 
(the "Spin-Off"), which represented 85% of the shares of the Company's Common
Stock then outstanding. In November 1995, Edison Brothers and its subsidiaries
filed petitions under Chapter 11 of the Federal Bankruptcy Code.
 
     During the pendency of the Edison Brothers' bankruptcy, certain of its
creditors and their representatives have alleged that the Spin-Off and related
transactions could be voidable under fraudulent conveyance laws. The Edison
Brothers' creditors committee filed a disclosure statement in connection with
Edison Brothers' bankruptcy reorganization which identifies a possible claim on
behalf of such creditors to recover the value of certain real property allegedly
contributed to the Company in connection with the Spin-Off. This claim was
assigned to a limited liability company owned by the Edison Brothers' creditors
as a part of the confirmation of a reorganization plan of Edison Brothers in
September 1997.
 
     No claim has been asserted against the Company to date arising from the
Spin-Off or the Edison Brothers' bankruptcy. Although no assurance can be made
with respect to the results of any such claim, if made, the Company believes
that any such claim would be without merit and intends to vigorously defend any
claim if made.
 
DEPENDENCE ON DISCRETIONARY SPENDING
 
     The Company's profits are dependent on discretionary spending by consumers,
particularly by consumers living in the communities in which the
Restaurant/Entertainment Complexes are located. A significant weakening in the
national economy or any of the local economies in which the Company operates may
cause the Company's patrons to curtail discretionary spending which, in turn,
could materially affect the profitability of the entire Company.
 
INTERNATIONAL EXPANSION; LICENSE AGREEMENTS
 
     In August 1995, the Company entered into an agreement with a subsidiary of
Bass Plc ("Bass") to license the "Dave & Buster's" name and concept in the
United Kingdom. In addition, the Company is pursuing agreements to license the
"Dave & Buster's" name and concept in other foreign countries. The Company does
not have any current plans to invest its own capital in any foreign operations.
Although Bass opened a Dave & Buster's in Birmingham, England in May 1997, the
Company's concept is largely untested outside the United States, and no
assurance can be given that international locations will be successful. In
addition, the Company's continued success is dependent to a substantial extent
on its reputation, and its reputation may be affected by the performance of
licensee-owned Restaurant/Entertainment Complexes over which the Company will
have limited control. Any international operations of the Company will also be
subject to certain external business risks such as exchange rate fluctuations,
political instability and a significant weakening of a local economy in which a
foreign Restaurant/Entertainment Complex is located. Certain provisions in a
license agreement for the benefit of the Company may be subject to restrictions
in foreign laws that limit the Company's ability to enforce such contractual
provisions. In addition, it may be more difficult to register and protect the
Company's intellectual property rights in certain foreign countries.
 
COMPETITION
 
     The restaurant and entertainment industries are highly competitive. There
are a great number of food and beverage service operations and entertainment
businesses that compete directly and indirectly with the Company. Many of these
entities are larger and have significantly greater financial resources and a
greater number of units than does the Company. Although there are few other
companies presently utilizing the concept of combining entertainment and
restaurant operations to the same extent as the Company, the Company may
encounter increased competition in the future, which may have an adverse effect
on the profitability of the Company. In addition, the legalization of casino
gambling in geographic areas near any Restaurant/Entertainment Complex would
create the possibility for entertainment alternatives which could have a
material adverse effect on the Company's business.
 
                                        7

<PAGE>   9
 
GOVERNMENT REGULATIONS
 
     Various federal, state and local laws and permit and license requirements
affect the Company's business. Significant numbers of hourly personnel at the
Company's Complexes are paid at rates related to the federal minimum wage and,
accordingly, legislated increases in the minimum wage will increase labor costs
at the Company's Complexes. Other governmental initiatives such as mandated
health insurance, if implemented, could adversely affect the Company as well as
the restaurant industry in general. See "Business -- Government Regulations."
 
STOCK PRICE VOLATILITY
 
     The Company's Common Stock has been trading in the public market since June
1995. The price at which the Company's Common Stock trades is determined in the
marketplace and may be influenced by many factors, including the performance of
the Company, investor expectations for the Company, the trading volume in the
Company's Common Stock, general economic and market conditions and competition.
 
     The market price of the Common Stock could fluctuate substantially due to a
variety of factors, including quarterly operating results of the Company or
other restaurant or entertainment companies, changes in general conditions in
the economy, the financial markets or the restaurant or entertainment
industries, natural disasters or other developments affecting the Company or its
competitors. In addition, in recent years the stock market has experienced
extreme price and volume fluctuations. This volatility has had a significant
effect on the market prices of securities issued by many companies for reasons
unrelated to the operating performance of these companies. See "Price Range of
Common Stock."
 
                                        8

<PAGE>   10
 
                                USE OF PROCEEDS
 
     The net proceeds to the Company from the sale of shares of Common Stock
offered by the Company at an assumed price of $24.50 per share are estimated to
be $41.4 million ($48.4 million if the Underwriters' over-allotment option is
exercised in full). The Company will not receive any proceeds from the sale of
the 200,000 shares of Common Stock offered hereby by the Selling Stockholders.
 
     The Company will utilize approximately $5.0 million of the net proceeds to
reduce its bank indebtedness, which totaled $23.5 million at August 3, 1997.
This indebtedness is evidenced by a revolving credit facility bearing interest
at a floating rate based on LIBOR or, at the Company's option, the bank's prime
rate plus in each case a margin based upon financial performance (8.0% at August
3, 1997). The credit facility has a final maturity date of May 2000 and provides
for maximum borrowings in the principal amount of $50.0 million. Borrowings
thereunder have been used principally to open new Complexes. The remaining
portion of the proceeds, together with future borrowings under the revolving
credit facility, will be used to open new Complexes and for general corporate
purposes. Pending the above uses, the net proceeds will be invested in
short-term, investment grade, interest-bearing securities.
 
                                DIVIDEND POLICY
 
     The Company has not declared or paid any dividends on its Common Stock
since 1989. The Company currently intends to retain all earnings for the
operation and expansion of its business and does not anticipate paying any cash
dividends in the foreseeable future. The Company's bank credit facility
restricts the payment of cash dividends. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Liquidity and
Capital Resources."
 
                          PRICE RANGE OF COMMON STOCK
 
     Shares of the Company's Common Stock have been traded on the Nasdaq
National Market System under the symbol DANB since June 26, 1995. The following
table summarizes the high and low sale prices of the Common Stock for the
periods indicated, as reported by Nasdaq, and gives effect to the three-for-two
stock split (in the form of a stock dividend) completed on September 15, 1997:
 

<TABLE>
<CAPTION>
                                                               HIGH      LOW
                                                              ------    ------
<S>                                                           <C>       <C>
FISCAL 1995
Second Quarter (since June 26, 1995)........................  $14.83    $ 7.67
Third Quarter...............................................   12.67      9.50
Fourth Quarter..............................................   10.75      7.42
 
FISCAL 1996
First Quarter...............................................  $16.42    $ 9.33
Second Quarter..............................................   19.25     12.67
Third Quarter...............................................   16.92     12.33
Fourth Quarter..............................................   14.50     11.17
 
FISCAL 1997
First Quarter...............................................  $16.92    $12.67
Second Quarter..............................................   21.83     13.58
Third Quarter (through September 10, 1997)..................   25.67     20.17
</TABLE>

 
     On September 10, 1997, the last reported sales price of the Company's
Common Stock was $37.875 per share ($25.25 to reflect the three-for-two stock
split on September 15, 1997). At September 9, 1997, the Company believes there
were approximately 5,000 beneficial owners of its Common Stock represented by
3,054 holders of record.
 
                                        9

<PAGE>   11
 
                                 CAPITALIZATION
 
     The following table sets forth the capitalization of the Company as of
August 3, 1997 and as adjusted to reflect the sale by the Company of 1,800,000
shares of Common Stock offered hereby at an assumed offering price of $24.50 per
share. This table should be read in conjunction with the Consolidated Financial
Statements and Notes thereto incorporated by reference herein and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
 

<TABLE>
<CAPTION>
                                                                  AUGUST 3, 1997
                                                              -----------------------
                                                               ACTUAL     AS ADJUSTED
                                                              --------    -----------
                                                              (DOLLARS IN THOUSANDS)
<S>                                                           <C>         <C>
Long term debt (including current portion)..................  $ 23,500     $ 18,500
Stockholders' equity:
  Preferred Stock, 10,000,000 authorized, none issued.......        --           --
  Common Stock, $.01 par value, 50,000,000 authorized,
     10,916,034 issued, 12,716,034 issued as adjusted.......       109          127
     Paid-in capital........................................    67,203      108,615
     Retained earnings......................................    12,048       12,048
                                                              --------     --------
     Total stockholders' equity.............................    79,360      120,790
                                                              --------     --------
          Total capitalization..............................  $102,860     $139,290
                                                              ========     ========
</TABLE>

 
                                       10

<PAGE>   12
 
                      SELECTED CONSOLIDATED FINANCIAL DATA
 
     The following table sets forth selected consolidated financial data for the
Company. All information presented for interim periods is unaudited but, in the
opinion of management, reflects all adjustments necessary for a fair
presentation of the results for such periods. This data should be read in
conjunction with the Consolidated Financial Statements of the Company and the
Notes thereto incorporated by reference herein and "Management's Discussion and
Analysis of Financial Condition and Results of Operations." The fiscal year of
the Company ends on the Sunday after the Saturday closest to January 31.
 

<TABLE>
<CAPTION>
                                                                                                           26 WEEKS ENDED
                                                                     FISCAL YEARS                       ---------------------
                                                 ----------------------------------------------------   AUGUST 4,   AUGUST 3,
                                                   1992       1993       1994       1995       1996       1996        1997
                                                 --------   --------   --------   --------   --------   ---------   ---------
                                                              (IN THOUSANDS EXCEPT PER SHARE AND OPERATING DATA)
<S>                                              <C>        <C>        <C>        <C>        <C>        <C>         <C>
INCOME STATEMENT DATA:
Food and beverage revenues.....................  $ 14,891   $ 18,445   $ 27,426   $ 28,554   $ 48,568   $ 22,549    $ 29,433
Amusement and other revenues...................    10,603     14,453     21,997     23,990     40,207     18,813      28,870
                                                 --------   --------   --------   --------   --------   --------    --------
        Total revenues.........................    25,494     32,898     49,423     52,544     88,775     41,362      58,303
                                                 --------   --------   --------   --------   --------   --------    --------
Cost of revenues...............................     5,315      6,800     10,075     10,945     18,003      8,491      11,293
Operating payroll and benefits.................     7,659      9,716     14,746     15,999     25,483     12,093      16,388
Other restaurant operating expenses............     6,204      7,109     11,760     11,481     20,582      9,476      14,737
General and administrative expenses............     1,854      2,271      2,724      3,905      5,734      2,672       3,833
Depreciation and amortization expense..........     1,626      1,927      2,827      3,538      5,647      2,611       3,865
Preopening cost amortization...................       696        480      1,128        161      2,605      1,216       1,495
Earn-out and special compensation..............     1,279      2,655      2,125      1,607         --         --          --
                                                 --------   --------   --------   --------   --------   --------    --------
        Total costs and expenses...............    24,633     30,958     45,385     47,636     78,054     36,559      51,611
                                                 --------   --------   --------   --------   --------   --------    --------
Operating income...............................       861      1,940      4,038      4,908     10,721      4,803       6,692
Interest income (expense), net.................        46         36         59        101        (38)        41        (480)
                                                 --------   --------   --------   --------   --------   --------    --------
Income before provision for income taxes.......       907      1,976      4,097      5,009     10,683      4,844       6,212
Provision for income taxes.....................       336        806      1,733      2,087      4,343      2,007       2,422
                                                 --------   --------   --------   --------   --------   --------    --------
        Net income.............................  $    571   $  1,170   $  2,364   $  2,922   $  6,340   $  2,837    $  3,790
                                                 ========   ========   ========   ========   ========   ========    ========
Earnings per common share......................  $   0.07   $   0.15   $   0.30   $   0.34   $   0.58   $   0.26    $   0.35
Weighted average shares outstanding............     7,796      7,796      7,796      8,681     10,902     10,901      10,905
 
BALANCE SHEET DATA:
Working capital (deficit)......................  $    639   $   (112)  $ (2,637)  $  5,634   $  1,077   $  2,682    $  3,819
Total assets...................................    32,140     43,403     49,030     76,201     99,436     82,468     113,486
Long-term debt (including current portion).....     8,950      8,252      9,986        500     14,250      4,500      23,500
Stockholders' equity(1)........................        --         --         --     69,008     75,366     71,863      79,360
 
OPERATING DATA:
Number of Company operated Complexes open at
  end of period................................         4          4          5          7          9          8          10
Average weekly revenues per Complex............  $149,462   $158,164   $189,223   $187,974   $212,012   $208,448    $226,870
</TABLE>

 
- ---------------
 
(1) Prior to fiscal 1995, the Company was a subsidiary of Edison Brothers.
 
                                       11

<PAGE>   13
 

               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS
 
GENERAL
 
     In December 1982, the Company's business was founded in Dallas, Texas, by
David Corriveau and James Corley. The Company's primary business is the
operation of Restaurant/Entertainment Complexes under the Dave & Buster's name.
The Company currently operates 11 Complexes in eight states, which include two
in Dallas, two in Chicago and one each in Houston; Atlanta; Philadelphia;
Hollywood, Florida; North Bethesda, Maryland; Ontario, California; and
Cincinnati, Ohio.
 
     The Company's revenues are divided into (i) food and beverage revenues and
(ii) amusement and other revenues. For fiscal 1996, food and non-alcoholic
beverage revenues were 34.3% of total revenues, alcoholic beverage revenues were
20.4% of total revenues, and amusement and other revenues were 45.3% of total
revenues. For the 26 weeks ended August 3, 1997, food and non-alcoholic beverage
revenues were 32.4% of total revenues, alcoholic beverage revenues were 18.1% of
total revenues, and amusement and other revenues (including royalty revenues
related to the Complex operated by Bass under a license agreement) were 49.5% of
total revenues. Alcoholic beverage revenues as a percentage of total revenues
have decreased over the past five fiscal years as a result of the higher
percentage of floor space devoted to entertainment activities within the
Company's newer Restaurant/Entertainment Complexes and consistent with the
national trend towards lower alcoholic beverage consumption.
 
     Operating payroll and benefits includes all categories of payroll, payroll
taxes and fringe benefits incurred in the operation of the
Restaurant/Entertainment Complexes. Other operating expenses are all other
direct costs (excluding depreciation) associated with Restaurant/Entertainment
Complex operation which include occupancy costs, advertising and promotional
costs, supplies, services, insurance and other lesser amounts.
 
     The Company capitalizes Restaurant/Entertainment Complex preopening
expenses and amortizes such costs over the 12-month period following a Complex
opening. Preopening costs consist of promotion and advertising expenses, direct
costs related to hiring and training the initial workforce, and other direct
costs associated with opening a new Restaurant/Entertainment Complex, and for
its most recent five Complexes averaged approximately $1.0 million. The
amortization of deferred preopening costs will vary in amount in relation to the
timing of Restaurant/Entertainment Complex openings.
 
     The Company heavily promotes the opening of each new
Restaurant/Entertainment Complex in order to generate substantial customer
interest. The Company believes its promotion activities in the opening period
establish the reputation of the business in the community and contribute to
long-term profitability. There is typically an initial opening period during the
first year of operation in which a new Restaurant/Entertainment Complex
experiences higher revenues than in subsequent years of operation. New
Restaurant/Entertainment Complexes have experienced a drop in revenues after the
first year, and the Company does not expect that, in subsequent years, any
increases in comparable Complex revenues will be meaningful. The Company
believes that the key factors in the growth of the Company's earnings will be
opening new Restaurant/Entertainment Complexes and increasing efficiency at
existing Complexes as opposed to increasing revenues at existing Complexes.
 
OPERATING RESULTS
 
  26-WEEK PERIOD ENDED AUGUST 3, 1997 COMPARED TO 26-WEEK PERIOD ENDED AUGUST 4,
1996
 
     Total revenues for the 26 weeks ended August 3, 1997 increased by 41.0%
over the 26 weeks ended August 4, 1996. The increase in revenues was primarily
attributable to the Hollywood, Florida location being open the full 26 weeks in
fiscal 1997 and the inclusion in the fiscal 1997 period of the North Bethesda,
Maryland and Ontario, California locations, which opened in the fourth quarter
of fiscal 1996 and first quarter of fiscal 1997, respectively. Increased
revenues at comparable Complexes and the addition of the Power Card also
contributed to the increase in total revenues. Total revenues also increased due
to the opening of the first Complex under the Bass licensing agreement. Total
revenues for the fiscal 1997 period from the Bass agreement were $145,000.
 
                                       12

<PAGE>   14
 
     Cost of revenues, as a percentage of revenues, decreased to 19.4% from
20.5% in the prior comparable period. The decrease in the cost of revenues was a
result of lower costs associated with food and beverage revenues and a shift in
the revenue mix towards more amusement revenues. Operating payroll and benefits
decreased to 28.1% from 29.2% in the prior comparable period. Operating payroll
and benefits was lower due to cost reductions in variable and fixed labor and
leverage from increased revenues. Other operating expenses increased to 25.3%
compared to 22.9% in the prior comparable period. Other operating expenses were
higher due to increased occupancy costs associated with a full 26 weeks of
revenues in the fiscal 1997 period for the Hollywood, Florida location, the
addition of the North Bethesda, Maryland and Ontario, California locations and
higher fixed costs at the stores.
 
     General and administrative costs increased $1.2 million over the prior
comparable period as a result of increased administrative payroll and related
costs for new personnel and additional costs associated with the Company's
future growth plans. As a percentage of revenues, general and administrative
expenses increased slightly to 6.6% compared to 6.5% for the comparable prior
period.
 
     Depreciation and amortization expense, as a percentage of revenues,
increased to 6.6% from 6.3% for the comparable prior period. This was due to the
inclusion of the Hollywood, Florida location for the full 26 weeks in fiscal
1997 and the opening of the North Bethesda, Maryland and Ontario, California
locations subsequent to the fiscal 1996 period. As a percentage of revenues,
preopening cost amortization decreased to 2.6% compared to 2.9% in the prior
comparable period. The percentage decrease is attributable to the leverage from
increased revenues. The effective tax rate for the 26 weeks ended August 3, 1997
was 39.0% as compared to 41.4% for the comparable period of fiscal 1996 and was
the result of a lower effective state tax rate.
 
  FISCAL 1996 COMPARED TO FISCAL 1995
 
     Total revenues for fiscal 1996 increased by 69% over fiscal 1995. The
increase was attributable to the Chicago locations which were opened at the end
of fiscal 1995, the fiscal 1996 openings in Hollywood, Florida and North
Bethesda, Maryland and increased revenues at comparable Complexes. The mix of
revenues moved away from alcoholic beverages which captured 20.4% of the total
in fiscal 1996 compared with 21.0% in fiscal 1995.
 
     Cost of revenues, as a percentage of revenues, decreased to 20.3% in fiscal
1996 from 20.8% in fiscal 1995 due to lower food and amusement costs. Operating
payroll and benefits, as a percentage of revenues, decreased to 28.7% in fiscal
1996 as compared to 30.5% in fiscal 1995 due primarily to lower store management
costs. Other restaurant operating expenses were 23.2% of revenues in fiscal 1996
as compared to 21.9% of revenues in fiscal 1995. This increase in other
restaurant operating expense as a percentage of revenues was attributable to
increased marketing costs, equipment rental and higher occupancy costs for the
Company.
 
     General and administrative expenses decreased as a percentage of revenues
to 6.4% in fiscal 1996 from 7.4% in fiscal 1995 as a result of increased revenue
leverage. In total dollars, general and administrative costs increased
approximately $1.8 million due to the Company operating as an independent public
company for the entire year and the Company's continued expansion.
 
     Preopening cost amortization increased approximately $2.4 million due to
amortization of preopening costs associated with four new Complexes in fiscal
1996. The effective tax rate decline for fiscal 1996 to 40.7% of pretax income
from 41.7% for fiscal 1995 was due to the utilization of federal tax credits.
 
  FISCAL 1995 COMPARED TO FISCAL 1994
 
     Total revenues for fiscal 1995 increased by 6.3% over fiscal 1994. The
increase was attributable to two new openings in Chicago in the fourth fiscal
quarter and increased revenues at comparable Complexes, offset by a normal
reduction in revenues in the Company's Philadelphia location following its first
year of operation. The mix of revenues moved away from alcoholic beverages which
captured 21.0% of the total in fiscal 1995 compared with 22.9% for fiscal 1994.
 
     Cost of revenues, as a percentage of revenues, increased to 20.8% in fiscal
1995 as compared to 20.4% in fiscal 1994 due to a higher cost of amusement and
other revenues. The increase in operating payroll and
 
                                       13

<PAGE>   15
 
benefits in fiscal 1995 to 30.5% of revenues from 29.8% in fiscal 1994 was due
primarily to increased management costs offset by modest decreases in other
payroll categories. Other restaurant operating expenses were 21.9% of revenues
in fiscal 1995 as compared to 23.8% in fiscal 1994. This decrease in other
restaurant operating expenses as a percentage of revenue was attributable to
decreased marketing costs for the Company and decreased occupancy costs related
to the Philadelphia Complex.
 
     General and administrative expenses increased as a percentage of revenues
to 7.4% in fiscal 1995 from 5.5% in fiscal 1994 as a result of increased
administrative payroll and related costs for new personnel and additional costs
resulting from the Company operating as an independent public company.
 
     The effective tax rate in fiscal 1995 was 41.7% of pretax income compared
to 42.3% for fiscal 1994, with the decline the result of a lower effective state
tax rate for the Company.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     Cash flows from operations increased from $5.0 million in fiscal 1995 to
$13.1 million in fiscal 1996. This increase was due to the Chicago locations
which were opened at the end of fiscal 1995 and the Hollywood, Florida and North
Bethesda, Maryland Complexes which were opened in fiscal 1996. Cash flows from
operations increased from $3.2 million in the first 26 weeks of fiscal 1996 to
$6.1 million in the first 26 weeks of fiscal 1997. The increase was a result of
the Hollywood, Florida location being open for the full 26 week period, the
North Bethesda, Maryland location opening in the fourth quarter of fiscal 1996
and the Ontario, California location opening in the first quarter of fiscal
1997. The increase in cash flows from operations was reduced by an increase in
inventories, prepaid costs, preopening costs and other assets related to the new
openings.
 
     The Company has a secured revolving line of credit which permits borrowing
up to a maximum of $50.0 million. At August 3, 1997, $22.8 million was available
under this facility. Borrowings under this facility bear interest at a floating
rate based on LIBOR or, at the Company's option, the bank's prime rate plus in
each case a margin based upon financial performance. The facility, which matures
in May 2000, has certain financial covenants including minimum consolidated
tangible net worth, maximum leverage ratio, minimum fixed charge coverage and
maximum level of capital expenditures for new Complexes.
 
     The Company's plan is to open one additional Complex in the remaining
portion of fiscal 1997 and four new Complexes in fiscal 1998. The Company
estimates that its capital expenditures will be approximately $41 million and
$42 million for fiscal 1997 and 1998, respectively. These amounts are inclusive
of approximately $250,000 to $375,000 of capitalized maintenance and
improvements for each existing Complex in each year and costs associated with
the construction of the Company's new corporate headquarters. The Company
intends to finance its capital expenditures with proceeds from this offering,
income from operations, the revolving credit facility described above and
equipment leases.
 
QUARTERLY FLUCTUATIONS, SEASONALITY AND INFLATION
 
     As a result of the substantial revenues associated with each new
Restaurant/Entertainment Complex, the timing of new Restaurant/Entertainment
Complex openings will result in significant fluctuations in quarterly results.
The Company expects seasonality to be a factor in the operation or results of
its business in the future due to expected lower third quarter revenues due to
the summer season, and expects higher fourth quarter revenues associated with
the year-end holidays. The effects of supplier price increases have not been
material. The Company believes low inflation rates in its market areas have
contributed to stable food and labor costs in recent years. However, the second
increment of the Federal minimum wage increase will cause future labor costs to
increase and there is no assurance that low inflation rates will continue.
 
NEW ACCOUNTING PRONOUNCEMENTS
 
     The Financial Accounting Standards Board ("FASB") has issued Statement of
Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share." The
Company does not believe that the adoption of this statement in fiscal 1997 will
have a significant impact on the Company.
 
                                       14

<PAGE>   16
 
 
                                   BUSINESS
 
GENERAL
 
     The Company operates 11 large, high-volume Restaurant/Entertainment
Complexes under the Dave & Buster's name. Each Dave & Buster's offers a full
menu of high quality food and beverage items combined with an extensive array of
entertainment attractions such as pocket billiards, shuffleboard,
state-of-the-art interactive simulators and virtual reality systems, and
traditional carnival-style games of skill. The Company's current 50,000 to
60,000 square foot prototype facility is designed to promote easy access to, and
maximize customer cross-over between, the multiple dining and entertainment
areas within each Complex. The Company emphasizes high levels of customer
service to create casual, yet sophisticated, "ideal playing conditions" for
adults.
 
     The Company currently operates Dave & Buster's in the following locations:
two in each of Dallas and Chicago and one each in Houston; Atlanta;
Philadelphia; Hollywood, Florida; North Bethesda, Maryland; Ontario, California;
and Cincinnati, Ohio. In addition, the Company expects to open a Complex in
Denver, Colorado in the fourth quarter of fiscal 1997. Furthermore, the Company
anticipates opening four Complexes in each of fiscal 1998 and 1999 and at least
five Complexes each fiscal year thereafter. The Company has signed leases for
sites in the Palisades Center in Rockland County, New York and the Irvine
Spectrum Center in Irvine, California, and these Complexes are expected to open
in the first and third quarters of fiscal 1998, respectively. In addition to
operations in the U.S., the Company has been actively pursuing international
growth opportunities. Pursuant to a license agreement with the Company, Bass
operates one Complex in Birmingham, England and has agreed to open a total of
seven Complexes in the United Kingdom by 2005. A second licensed Complex is
scheduled for opening in Bristol, England in mid-1998.
 
THE DAVE & BUSTER'S CONCEPT
 
     The Company seeks to differentiate itself by providing high quality dining,
bar service and entertainment attractions in a comfortable, adult atmosphere.
The key factors of the Company's market positioning and operating strategy are:
 
     Distinctive Concept. Each Dave & Buster's offers a distinctive combination
of dining, bar service and entertainment. A full menu and complete bar service
are available from early lunch until late at night in each restaurant and
throughout almost all of the entertainment areas. The broad array of
attractions, ranging from table and carnival games to state-of-the-art virtual
reality games, is continuously reviewed and updated to maintain a fresh
entertainment environment. The Company has actively sought to enhance the
popularity of its traditional games, such as play-for-fun casino style
blackjack, pocket billiards and shuffleboard, by providing high quality tables,
a clean and comfortable environment and a high standard of service.
 
     A Large, Multiple Attraction Destination. The Complexes range in
approximate total area from 30,000 square feet to 70,000 square feet, with a
current prototype of approximately 50,000 to 60,000 square feet. The large scale
of each operation, together with the numerous food, beverage and entertainment
options offered, is designed to attract a diverse customer base and consolidate
multiple-destination customer spending into one location. Each Dave & Buster's
attracts local customers from a wide geographical area (estimated to be a twenty
mile radius) along with tourists, conventioneers and business travelers.
 
     Commitment to Quality. The Company strives to provide its customers with
good food and an inviting atmosphere. Accordingly, each Dave & Buster's offers
an extensive menu which features popular, moderately priced food and beverage
items that are individually prepared with a commitment to value and quality. The
Company makes a significant investment in each Complex, and the Company's
facilities are designed with an attention to detail. In addition, the
customer-participation entertainment attractions are tastefully presented in an
atmosphere that the Company defines as "ideal playing conditions."
 
     High Standard of Customer Service. Through intensive training, constant
monitoring and stringent operational controls, the Company strives to maintain a
consistently high standard of food, beverage and amusement service throughout
each Dave & Buster's. The Company's commitment to customer service is
 
                                       15

<PAGE>   17
 
evidenced by the availability of full food and beverage service in entertainment
areas as well as the restaurant and bar areas. With respect to entertainment,
the Company's commitment to customer service is demonstrated by service staff in
each of the entertainment areas who offer assistance in playing and enjoying the
games. The Company believes its customer service is enhanced by a strong
commitment to employee motivation and appreciation programs. The Company also
believes that high service standards are critical to promoting customer loyalty
and to generating frequent-visiting patterns and referrals by customers.
 
     Comfortable Adult Atmosphere. Each Dave & Buster's is primarily adult
oriented and, while children are welcome, strict guidelines are enforced.
Customers under 21 years of age must be accompanied by a responsible adult at
all times during their visit and are not allowed in a Dave & Buster's after
10:00 p.m. (11:00 p.m. in the summer months). The Company believes that these
policies help maintain the type of pleasant, relaxed atmosphere that appeals to
adult customers. The Company also believes that this atmosphere allows it to
attract groups of customers such as private parties and business organizations.
 
     Integrated Systems. The Company utilizes centralized information and
accounting systems that are designed to allow its management to efficiently
monitor labor, food and other direct operating expenses and provide timely
access to financial and operating data. Management believes that its integrated
computer systems permit it, on both an overall and per Complex basis, to
efficiently operate the Restaurant/ Entertainment Complexes.
 
MENU AND ENTERTAINMENT OFFERINGS
 
     Dave & Buster's offers a full menu of high quality food and beverage items
combined with an extensive array of entertainment attractions such as pocket
billiards, shuffleboard, state-of-the-art interactive simulators and virtual
reality systems, and traditional carnival-style games of skill. The Company's
facilities are designed to promote easy access to, and maximize customer
cross-over between, the multiple dining and entertainment areas within each
Complex. The Company emphasizes high levels of customer service to create
casual, yet sophisticated, "ideal playing conditions" for adults.
 
     The Dave & Buster's menu is offered from early lunch until late night and
features moderately priced food designed to appeal to a wide variety of
customers. This well-rounded fare includes gourmet pastas, individual sized
pizzas, burgers, steaks, seafood and chicken. Specialties of the house include
babyback ribs, blackened chicken pasta, mesquite-peppered rib eye steak and a
Philadelphia cheese steak sandwich. A wide variety of other appetizers, soups,
salads and sandwiches is also available. Entree prices range from $6.50 to
$18.95, with many entrees in the $7.50 to $10.95 range. In order to promote
customer flow and complement the entertainment areas, full, sit down food
service is offered not only in the restaurant areas but throughout Dave &
Buster's, with the exception of the "Play-for-Fun" Casino. In addition,
throughout the restaurant and entertainment areas including the "Play-for-Fun"
Casino, each Dave & Buster's offers full bar service including over 50 different
beers, an extensive wine selection and a variety of non-alcoholic beverages such
as its own private label, "D&B Old Fashioned Philly Root Beer."
 
     The entertainment attractions in each Dave & Buster's are geared toward
customer participation and offer both traditional entertainment and "Million
Dollar Midway" entertainment.
 
     Traditional Entertainment. Each Dave & Buster's offers a number of
traditional entertainment options. These traditional offerings include "world
class" pocket billiards, "championship-style" shuffleboard tables,
"play-for-fun" casino featuring blackjack played on authentic tables, the Show
Room which is designed for hosting private social parties and business
gatherings as well as Company sponsored events, and D&B Lanes which is bowling,
Dave & Buster's style. Other than the "play for fun" casino, traditional
entertainment games are rented by the hour.
 
     Million Dollar Midway Games. The largest area in each Dave & Buster's is
the Million Dollar Midway, which is designed to provide high-energy, fantasy
entertainment through a broad selection of electronic, skill and sports-oriented
games. The Power Card activates all the midway games (with the exception of the
coin action games) and can be recharged again and again for more play. The Power
Card enables customers to activate games more easily and encourages extended
play of games. Customers have increased their initial
 
                                       16

<PAGE>   18
 
purchases of game credits and frequency of play, resulting in an increase in the
Company's total revenues and a 4% increase in the percentage of the Company's
revenues derived from amusements, which have greater operating margins than food
and beverage revenues, to 49.5% in the 26 weeks ended August 3, 1997 from 45.5%
in the 26 weeks ended August 4, 1996. In addition, by replacing coin activation,
the Power Card has eliminated the technical difficulties and maintenance issues
associated with coin activated equipment. Furthermore, the Power Card feature
has increased the Company's flexibility in the pricing and promotion of games.
 
     Attractions within the Million Dollar Midway include fantasy/high
technology and classic midway entertainment. Fantasy/high technology offerings
include simulator games which include formula race cars, off-road vehicles,
fighter jets and motorcycles, Galaxian Theater(R) which is a multi-participant,
enclosed simulation theater where up to six players take part in mock battles
with alien invaders, Virtuality(R) which is an interactive, electronic game
designed to simulate an actual battlefield environment, Virtual World(R)which is
a fantasy environment attraction, Iwerks Turbo Ride Theatre(R) which is a 16 to
18 seat motion simulation theater, large-screen interactive electronic games,
and "The 19th Hole"(R) which is a large, enclosed, state-of-the-art golf
simulator.
 
     Classic midway entertainment includes sports-oriented games of skill,
carnival-style games, which are intended to replicate the atmosphere found in
many local county fairs, and D&B Downs, which is one of several multiple-player
race games offered in each Dave & Buster's. At the Winner's Circle, players take
the coupons they have won from selected games of skill to be redeemed for a wide
variety of prizes, many of which display the Dave & Buster's logo. The prizes
include stuffed animals, ballcaps, T-shirts, boxer shorts and small electronic
items.
 
UNIT ECONOMICS
 
     For the 52 weeks ended August 3, 1997, the Company's current prototype
Complexes which had been open for at least 18 months (Houston, Atlanta,
Philadelphia and Suburban Chicago) generated average net revenues of
approximately $12.7 million, average operating income of approximately $3.0
million, or 23.3% of revenues, and average cash flow of approximately $3.8
million, or 29.9% of revenues. Average cash flow is the unweighted average of
Complex operating income before depreciation and amortization. Although average
cash flow should not be considered an alternative to operating income as an
indicator of the Company's operating performance or an alternative to cash flows
from operating activities as a measure of liquidity, average cash flow is
commonly used as an additional measure of operating profitability in the
restaurant and certain other related industries. These Restaurant/Entertainment
Complexes required an initial investment, including land, improvements and
furniture, fixtures and equipment, but excluding preopening expenses, averaging
approximately $11.1 million. Three of these four Complexes are owned rather than
leased, while the most recently opened and projected Complexes are and will be
leased facilities. Opening a leased facility typically reduces the Company's
capital investment in a Complex and typically decreases average operating income
and average cash flow as a result of rent expense.
 
                                       17

<PAGE>   19
 
LOCATIONS
 
     The following table provides information with respect to those Complexes
which are open and those under development:
 

<TABLE>
<CAPTION>
                                                                                 APPROXIMATE
                    LOCATION                       TYPE       OPENING DATE      SQUARE FOOTAGE
                    --------                      ------      ------------   --------------------
<S>                                               <C>        <C>             <C>
Original Prototype:
  Dallas/Stemmons...............................  Owned      December 1982          40,000
  Dallas/Central................................  Leased     January 1988           31,000
Current Prototype:
  Houston.......................................  Owned      October 1991           53,000
  Atlanta.......................................  Owned      October 1992           53,000
  Philadelphia..................................  Leased     February 1994          70,000
  Suburban Chicago (Addison)....................  Owned      November 1995          50,000
  Chicago (Gold Coast)..........................  Leased     January 1996           58,000
  Hollywood, Florida............................  Leased(1)  April 1996             50,000
  North Bethesda, Maryland......................  Leased     November 1996          60,000
  Ontario, California...........................  Leased     March 1997             58,000
  Cincinnati....................................  Leased     September 1997         63,000
Future Sites:
  Denver, Colorado..............................  Leased     Fiscal 1997(2)         48,000
  Rockland County, New York.....................  Leased     Fiscal 1998(2)         50,000
  Irvine, California............................  Leased     Fiscal 1998(2)         55,000
International Licensed Locations:
  Birmingham, England...........................    --       May 1997               40,000
  Bristol, England..............................    --       Fiscal 1998(2)             --
</TABLE>

 
- ---------------
 
(1) The Company leases the land, but owns the building.
 
(2) Projected.
 
EXPANSION AND SITE SELECTION
 
     The Company continually seeks to identify and evaluate new locations for
expansion. The Company expects to open a Complex in Denver, Colorado in the
fourth quarter of fiscal 1997, four Complexes in each of fiscal 1998 and 1999
and at least five more each fiscal year thereafter. The Company has signed
leases for sites in the Palisades Center in Rockland County, New York and the
Irvine Spectrum Center in Irvine, California, and these Complexes are expected
to open in the first and third quarters of fiscal 1998, respectively. Potential
locations for additional openings in fiscal 1998 have been tentatively
identified and site negotiations are currently in progress.
 
     The Company believes that the location of its Complexes is critical to the
Company's long-term success and devotes significant time and resources to
analyzing each prospective site. In general, the Company targets high-profile
sites within a metropolitan area of at least one million people. In addition to
carefully analyzing demographic information (such as average income levels) for
each prospective site, the Company considers factors such as visibility,
accessibility to regional highway systems, zoning, regulatory restrictions and
proximity to shopping areas, office complexes, tourist attractions and
residential areas. The Company also carefully studies the restaurant and
entertainment competition in prospective areas. In addition, the Company must
select a site of sufficient size to accommodate its prototype facility with
ample, convenient customer parking.
 
     The typical cost of opening a Dave & Buster's ranges from approximately
$7.0 million to $12.0 million (excluding preopening expenses and developer
allowances), depending upon the location and condition of the premises. The
Company bases its decision of owning or leasing a site on the projected unit
economics. The Company's more recently opened and its projected Complexes have
been leased facilities. Opening a leased
 
                                       18

<PAGE>   20
 
facility reduces the Company's capital investment in a Complex, because the
Company does not incur land and site improvement costs and might also receive a
construction allowance from the landlord for improvements. The decor and
interior design of a Dave & Buster's are flexible and can be readily adapted to
different types of buildings. The Company has opened Complexes in both new
structures and within existing buildings, and Complexes are located in both
urban and suburban areas.
 
INTERNATIONAL
 
     In August 1995, the Company entered into a license agreement with Bass to
license the "Dave & Buster's" name and concept in the United Kingdom. Under this
Agreement, Bass opened one Complex in Birmingham, England in May 1997 and has
agreed to open a total of seven Complexes in the United Kingdom by 2005. Bass
has scheduled a second Complex to open in Bristol, England in mid-1998. Under
the license agreement, Bass is required to pay the Company a royalty based upon
gross revenues, net of value added taxes. The royalty rate paid by Bass is a
sliding scale which averages 5% of gross revenues. The license agreement
contains strict operating covenants to ensure consistency of the menu and
entertainment offerings with those in the Company operated Complexes.
 
     The Company is considering entering into agreements to license the "Dave &
Buster's" name and concept in additional foreign countries. The Company does not
have any current plans to invest its own capital in any foreign operations. In
August 1997, the Company entered into two different letters of intent to license
the "Dave & Buster's" name and concept in the Pacific Rim and Europe. TaiMall
Development Co. proposes to develop seven locations in Taiwan, Hong Kong, the
People's Republic of China and Singapore. The first location is expected to open
in December 1998 in a suburban Taipei mall. S.T.A. Salmann Trust proposes to
develop seven locations in Germany, Switzerland and Austria, with the first
location targeted to open in a mall currently under development in Berlin. There
is no assurance that these letters of intent will result in definitive
agreements.
 
OPERATIONS AND MANAGEMENT
 
     The Company's ability to manage a complex operation including both high
volume restaurants and bars and diverse entertainment attractions has been
critical to its overall success. The Company strives to maintain quality and
consistency in each of its Restaurant/Entertainment Complexes through the
careful training and supervision of personnel and the establishment of, and
adherence to, high standards relating to personnel performance, food and
beverage preparation, entertainment productions and equipment, and maintenance
of facilities. The Company believes that it has been able to attract high
quality, experienced restaurant and entertainment management and personnel with
its competitive compensation and bonus programs and policy of promoting from
within the Company. Staffing levels vary according to the size of the location,
but a prototype Dave & Buster's is managed by one general manager, two assistant
general managers, six line managers and one business manager.
 
     In general, each prototype Dave & Buster's also employs one purchasing
manager, one amusement manager, one assistant amusement manager, one Midway
auditor, one kitchen manager, two assistant kitchen managers and two special
events sales managers.
 
     The Company has experienced relatively little turnover of managerial
employees. On average, the Company's current general managers possess
approximately four and a half years of experience with the Company. The general
manager of each Dave & Buster's reports to a Regional Manager who reports to the
Vice President, Director of Operations.
 
     All managers, many of whom are promoted from within, must complete an
eleven-week training program during which they are instructed in areas such as
food quality and preparation, customer service, alcoholic beverage service,
entertainment management and employee relations. The Company has also prepared
operations manuals relating to food and beverage quality and service standards
and proper operation and playing conditions of the Company's entertainment
attractions. New sales staff and entertainment personnel
 
                                       19

<PAGE>   21
 
participate in approximately three weeks of training under the close supervision
of Company management. Management strives to instill enthusiasm and dedication
in its employees, regularly solicits employee suggestions concerning Company
operations and endeavors to be responsive to employees' concerns. In addition,
the Company has extensive and varied programs designed to recognize and reward
employees for superior performance.
 
     Efficient, attentive and friendly service is integral to the Company's
overall concept. In addition to customer evaluations, the Company uses a "secret
shopper" quality control program to independently monitor customer satisfaction.
"Secret shoppers" are independent persons who test the Company's food, beverage
and service as customers without the knowledge of restaurant management or
personnel on a periodic basis and report their findings to corporate management.
 
     Each Complex uses a variety of integrated management information systems.
These systems include a computerized point-of-sale system which facilitates the
movement of customer food and beverage orders between the customer areas and
kitchen operations, controls cash, handles credit card authorizations, keeps
track of revenues on a per employee basis for incentive awards purposes and
provides management with revenue and inventory data.
 
MARKETING, ADVERTISING AND PROMOTION
 
     The Company operates its marketing, advertising and promotional programs
through an in-house corporate marketing department which employs a full-time
corporate Marketing Director. The Company focuses on three primary marketing
target audiences in its advertising and promotional programs: local market-area
customers; out-of-town visitors; and corporate and group customers.
 
     Local Market-Area Customers. Management believes that its strongest
marketing tool is customer referrals. In addition, the Company continually
updates its local (10 to 20 mile radius) customer database which is utilized for
specifically targeted marketing and advertising programs. Through a mix of
marketing techniques such as direct mailings, point-of-sale materials, outdoor
advertising and local-market print and broadcast media, the Company promotes
seasonal events, in-house promotions, special offers and new entertainment
attractions.
 
     Out-of-Town Visitors. The Company markets aggressively to attract tourists
and business travelers by placing advertisements in local tourist and special
event guides and by otherwise promoting each Dave & Buster's as a local "must
see" attraction. The Company monitors local tourist and visitors bureaus for
convention schedulings, festivals and special sporting events. Additionally,
through the use of local trade arrangements such as "concierge referral
programs," the Company extends its marketing presence into local high-traffic
tourist and business traveler areas.
 
     Corporate and Group Marketing. The Complex-based special events sales
managers book group events such as business seminars, receptions and private
parties. The Company develops and maintains a database for corporate and group
bookings. Each Dave & Buster's has hosted events for many large multinational,
national and regional businesses. Many of the Company's corporate and group
customers have hosted repeat events. In addition to the rapport developed with
these clients, the Company stages and promotes its own local group marketing
opportunities such as "Karaoke Sing-a-Longs," "Murder Mystery Dinner Theater,"
televised sporting events and charity benefits. The corporate marketing
department is also responsible for budgeting and controlling media and
production costs. During fiscal 1996, the Company's expenditures for advertising
and promotions were approximately 2.6% of its revenues.
 
COMPETITION
 
     The restaurant and entertainment industries are highly competitive. There
are a great number of food and beverage service operations and entertainment
businesses that compete directly and indirectly with the Company. Many of these
entities are larger and have significantly greater financial resources and a
greater number of units than does the Company. Although there are few other
companies presently utilizing the concept of combining entertainment and
restaurant operations to the same extent as the Company, the
 
                                       20

<PAGE>   22
 
Company may encounter increased competition in the future, which may have an
adverse effect on the profitability of the Company. In addition, the
legalization of casino gambling in geographic areas near any
Restaurant/Entertainment Complex would create the possibility for entertainment
alternatives which could have a material adverse effect on the Company's
business.
 
EMPLOYEES
 
     At August 3, 1997, the Company employed approximately 3,200 persons, 72 of
whom served in administrative or executive capacities, 270 of whom served as
restaurant and entertainment management personnel, and the remainder of whom
were hourly restaurant and entertainment personnel.
 
     None of the Company's employees are covered by collective bargaining
agreements, and the Company has never experienced an organized work stoppage,
strike or labor dispute. The Company believes its working conditions and
compensation packages are competitive with those offered by its competitors and
considers relations with its employees to be very good.
 
INTELLECTUAL PROPERTY
 
     The Company has registered the servicemark "Dave & Buster's" with the
United States Patent and Trademark Office and in various foreign countries. The
Company has registered certain additional servicemarks with the United States
Patent and Trademark Office and the United Kingdom.
 
GOVERNMENT REGULATIONS
 
     The Company is subject to various federal, state and local laws affecting
its business. Each Dave & Buster's is subject to licensing and regulation by a
number of governmental authorities, which may include alcoholic beverage
control, amusement, health and safety and fire agencies in the state or
municipality in which the Restaurant/Entertainment Complex is located. Each Dave
& Buster's is required to obtain a license to sell alcoholic beverages on the
premises from a state authority and, in certain locations, county and municipal
authorities. Typically, licenses must be renewed annually and may be revoked or
suspended for cause at any time. Alcoholic beverage control regulations relate
to numerous aspects of the daily operations of each Dave & Buster's, including
minimum age of patrons and employees, hours of operation, advertising, wholesale
purchasing, inventory control and handling, and storage and dispensing of
alcoholic beverages. The Company has not encountered any material problems
relating to alcoholic beverage licenses to date. The failure to receive or
retain a liquor license in a particular location could adversely affect the
Company's ability to obtain such a license elsewhere.
 
     The Company is subject to "dram-shop" statutes in the states in which
Complexes are located. These statutes generally provide a person injured by an
intoxicated person the right to recover damages from an establishment which
wrongfully served alcoholic beverages to the intoxicated individual. The Company
carries liquor liability coverage as part of its existing comprehensive general
liability insurance which it believes is consistent with coverage carried by
other entities in the restaurant and entertainment industries. Although the
Company is covered by insurance, a judgment against the Company under a
dram-shop statute in excess of the Company's liability coverage could have a
material adverse effect on the Company.
 
     As a result of operating certain entertainment games and attractions
including operations which offer redemption prizes, the Company is subject to
amusement licensing and regulation by the states and municipalities in which it
has opened Complexes. Certain entertainment attractions are heavily regulated
and such regulations vary significantly between communities. From time to time,
existing Complexes may be required to modify certain games, alter the mix of
games or terminate the use of specific games as a result of the interpretation
of regulations by state or local officials. The Company has, in the past, had to
seek changes in state or local regulations to enable it to open in a given
location. To date, the Company has been successful in seeking all such
regulatory changes.
 
     The Company's operations are also subject to federal and state laws
governing such matters as wages, working conditions, citizenship requirements
and overtime. Some states have set minimum wage requirements
 
                                       21

<PAGE>   23
 
higher than the federal level, and the federal government recently increased the
federal minimum wage. In September 1997, the second phase of an increase in the
minimum wage will be implemented in accordance with the Federal Fair Labor
Standards Act of 1996. Significant numbers of hourly personnel at the Company's
Complexes are paid at rates related to the federal minimum wage and,
accordingly, increases in the minimum wage will increase labor costs at the
Company's Complexes. Other governmental initiatives such as mandated health
insurance, if implemented, could adversely affect the Company as well as the
restaurant industry in general. The Company is also subject to the Americans
With Disabilities Act of 1990, which, among other things, may require certain
minor renovations to its Complexes to meet federally mandated requirements. The
cost of these renovations is not expected to be material to the Company.
 
LEGAL PROCEEDINGS
 
     From time to time, the Company is a defendant in litigation arising in the
ordinary course of its business, including claims resulting from "slip and fall"
accidents, claims under federal and state laws governing access to public
accommodations and employment-related claims. To date, none of such litigation,
some of which is covered by insurance, has had a material effect on the Company.
 
                                       22

<PAGE>   24
 
                                   MANAGEMENT
 
     The executive officers and directors of the Company are as follows:
 

<TABLE>
<CAPTION>
                NAME                   AGE                           POSITION
                ----                   ---                           --------
<S>                                    <C>   <C>
James W. ("Buster") Corley...........  46    Founder, Co-Chairman and Chief Executive Officer, Chief
                                               Operating Officer and Director
David O. Corriveau...................  46    Founder, Co-Chairman and Chief Executive Officer,
                                             President and Director
Barry N. Carter......................  49    Vice President, Director of Store Support
Gary W. Duffey.......................  43    Vice President of Amusements
Cory J. Haynes.......................  37    Vice President, Assistant Director of Operations
Charles M. Krauthamer, Jr............  44    Vice President of Training and Opening Team Director
Kimberly M. Martinez.................  35    Vice President of Purchasing
Charles Michel.......................  44    Vice President, Chief Financial Officer and Treasurer
Alan L. Murray.......................  52    Vice President, Director of Legal and Administration and
                                               Secretary
Dennis C. Paine......................  49    Vice President, Director of Communications
J. Michael Plunkett..................  46    Vice President, Director of Information Systems
Mary E. Reynolds.....................  33    Vice President of Human Resources
Sterling R. Smith....................  45    Vice President, Director of Operations
Bryan L. Spain.......................  49    Vice President, Director of Real Estate Development
Allen J. Bernstein...................  51    Director
Peter A. Edison......................  42    Director
Walter S. Henrion....................  58    Director
Mark A. Levy.........................  51    Director
Christopher C. Maguire...............  36    Director
Andrew E. Newman.....................  53    Director
Mark B. Vittert......................  49    Director
</TABLE>

 
                              SELLING STOCKHOLDERS
 
     The table below sets forth the beneficial ownership of the Company's Common
Stock by the Selling Stockholders. Each of the Selling Stockholders is a
director and executive officer of the Company and has sole voting and investment
power with respect to the shares of Common Stock beneficially owned by him.
 

<TABLE>
<CAPTION>
                                                 SHARES OWNED
                                                    BEFORE                        SHARES OWNED AFTER
                                                THE OFFERING(1)                     THE OFFERING(1)
                                               -----------------   SHARES BEING   -------------------
                    NAME                       NUMBER    PERCENT     OFFERED       NUMBER    PERCENT
                    ----                       -------   -------   ------------   --------   --------
<S>                                            <C>       <C>       <C>            <C>        <C>
James W. ("Buster") Corley...................  523,473    4.8%       100,000       423,473     3.3%
David O. Corriveau...........................  523,473    4.8%       100,000       423,473     3.3%
</TABLE>

 
- ---------------
 
(1) Includes shares issuable upon exercise of stock options which are vested or
    will be vested within 60 days.
 
                                       23

<PAGE>   25
 
                                    UNDERWRITING
 
     The Underwriters named below (the "Underwriters") have severally agreed,
subject to the terms and conditions contained in the underwriting agreement (the
"Underwriting Agreement") by and among the Company, the Selling Stockholders and
the Underwriters, to purchase from the Company and the Selling Stockholders the
number of shares of Common Stock indicated below opposite their respective names
at the initial public offering price less the underwriting discount set forth on
the cover page of this Prospectus. The Underwriting Agreement provides that the
obligations of the Underwriters are subject to certain conditions precedent and
that the Underwriters are committed to purchase all of the shares to if they
purchase any.
 

<TABLE>
<CAPTION>
                                                               NUMBER
                        UNDERWRITER                           OF SHARES
                        -----------                           ---------
<S>                                                           <C>
Montgomery Securities.......................................
PaineWebber Incorporated....................................
Piper Jaffray Inc. .........................................
                                                              ---------
          Total.............................................  2,000,000
                                                              =========
</TABLE>

 
     The Underwriters have advised the Company and the Selling Stockholders that
the Underwriters propose initially to offer the Common Stock to the public on
the terms set forth on the cover page of this Prospectus. The Underwriters may
allow, and such dealers may reallow, to selected dealers a concession of not
more than $          per share, and the Underwriters may allow a concession of
not more than $          per share to certain other dealers. After the offering,
the public offering price and other selling terms may be changed by the
Underwriters. The Common Stock is offered subject to receipt and acceptance by
the Underwriters and to certain other conditions, including the right to reject
orders in whole or in part.
 
     The Company has granted an option to the Underwriters, exercisable during
the 30-day period after the date of this Prospectus, to purchase up to an
aggregate maximum of 300,000 additional shares of Common Stock, to cover
over-allotments, if any, at the same price per share as the initial shares to be
purchased by the Underwriters. To the extent the Underwriters exercise this
option, the Underwriters will be committed, subject to certain conditions, to
purchase such additional shares in approximately the same proportion as set
forth in the above table. The Underwriters may purchase such shares only to
cover over-allotments made in connection with this offering.
 
     The Underwriting Agreement provides that the Company and the Selling
Stockholders will indemnify the Underwriters and their controlling persons
against certain liabilities, including civil liabilities under the Securities
Act of 1933, as amended, or will contribute to payments the Underwriters may be
required to make in respect thereof.
 
     All of the Company's executive officers and directors and certain of its
stockholders have agreed that, for a period of 90 days after the date of this
Prospectus, they will not, without the prior written consent of Montgomery
Securities, directly or indirectly sell, offer, contract or grant any option to
sell, pledge, transfer, or otherwise dispose of any shares of Common Stock,
options or warrants to acquire shares of Common Stock, or securities
exchangeable or exercisable for or convertible into shares of Common Stock,
other than for the shares of Common Stock offered by the Selling Stockholders
hereby. In addition, the Company has agreed that, for a period of 90 days after
the date of this Prospectus, it will not, without the prior written consent of
Montgomery Securities, directly or indirectly issue, sell, offer, contract or
grant any option to sell, pledge, transfer, or otherwise dispose of any shares
of Common Stock, options or warrants to acquire shares of Common Stock, or
securities exchangeable or exercisable for or convertible into shares of Common
Stock, other than (i) the shares of Common Stock offered by the Company hereby
or (ii) shares of Common Stock issued pursuant to the exercise of certain
outstanding options or (iii) options granted after the date of this Prospectus
under the Company's existing plans.
 
     Certain persons participating in this offering may over-allot or effect
transactions which stabilize, maintain or otherwise affect the market price of
the Common Stock at levels above those which might otherwise prevail in the open
market. Such transactions may include stabilizing bids, effecting syndicate
 
                                       24

<PAGE>   26
 
covering transactions or imposing penalty bids. A stabilizing bid means the
placing of any bid or effecting any purchase for the purpose of pegging, fixing
or maintaining the price of the Common Stock. A syndicate covering transaction
means the placing of any bid on behalf of the underwriting syndicate or the
effecting of any purchase to reduce a short position created in connection with
the offering. The Underwriters may also elect to reduce any short position by
exercising all or part of the over-allotment options described above. A penalty
bid means an arrangement that permits the Underwriters to reclaim a selling
concession from a syndicate member in connection with the offering when shares
of Common Stock sold by the syndicate member are purchased in syndicate covering
transactions. Such transactions may be effected on the Nasdaq National Market,
in the over-the-counter market, or otherwise.
 
     In general, the purchase of a security for the purpose of stabilization or
to reduce a short position could cause the price of the security to be higher
than it might be in the absence of such purchase. Neither the Company nor any of
the Underwriters makes any representation or prediction as to the direction or
magnitude of any effect that the transactions described above may have on the
price of the Common Stock. In addition, neither the Company nor any of the
Underwriters makes any representation that the Underwriters will engage in such
transactions or that such transactions, once commenced, will not be discontinued
without notice.
 
                                 LEGAL MATTERS
 
     The validity of the Common Stock offered hereby will be passed upon for the
Company by Crouch & Hallett, L.L.P., Dallas, Texas. Certain legal matters will
be passed on for the Underwriters by Fried, Frank, Harris, Shriver & Jacobson, a
partnership including professional corporations, Los Angeles, California.
 
                                    EXPERTS
 
     The consolidated financial statements of the Company and subsidiaries as of
February 4, 1996 and February 2, 1997, and for each of the fiscal years in the
three-year period ended February 2, 1997, incorporated by reference herein, have
been audited by Ernst & Young LLP, independent auditors, as indicated in their
report with respect thereto, and is incorporated elsewhere herein in reliance
upon such reports given upon the authority of such firm as experts in accounting
and auditing.
 
                             AVAILABLE INFORMATION
 
     The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and in accordance therewith files
reports and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information filed by the
Company at the Commission can be inspected and copied, at prescribed rates, at
the public reference facilities of the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
at 7 World Trade Center, Suite 1300, New York, New York 10048, and Citicorp
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of
such material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Certain reports,
proxy statements and other information filed by the Company may also be obtained
at the Commission's World Wide Web site, located at http://www.sec.gov. In
addition, such material can be inspected at the offices of the Nasdaq Stock
Market, Inc., 1735 K Street, N.W., Washington, D.C. 20006.
 
     The Company has filed with the Commission a Registration Statement on Form
S-3 (together with all amendments, exhibits, schedules and supplements thereto,
the "Registration Statement") under the Securities Act of 1933, as amended, with
respect to the Common Stock offered hereby. This Prospectus, which is a part of
the Registration Statement, does not contain all of the information set forth in
the Registration Statement, certain portions of which have been omitted as
permitted by the rules and regulations of the Commission. The Registration
Statement may be inspected, and copied at prescribed rates, at the Commission's
public reference facilities at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. Statements made in this Prospectus as to the
contents of any contract, agreement or other document
 
                                       25

<PAGE>   27
 
referred to are not necessarily complete. With respect to each contract,
agreement or other document, reference is made to the copy of such document
filed as an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such reference.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
     The following documents filed by the Company with the Commission are hereby
incorporated by reference into this Prospectus:
 
          (1) Annual Report on Form 10-K for the fiscal year ended February 2,
     1997;
 
          (2) Quarterly reports on Form 10-Q for the first two fiscal quarters
     of the fiscal year ending February 1, 1998; and
 
          (3) The description of the Company's Common Stock contained in the
     Company's Registration Statement on Form 8-A, including any amendment filed
     for the purpose of updating such information.
 
     All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering made hereby shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the respective
dates of the filing of such documents. Any statement or information contained in
a document incorporated or deemed to be incorporated herein by reference shall
be deemed modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
 
     The Company will provide without charge to each person, including any
beneficial owner, to whom a Prospectus is delivered, upon written or oral
request of such person, a copy of the documents incorporated by reference
herein, other than exhibits to such documents not specifically incorporated by
reference. Such requests should be directed to Dave & Buster's, Inc., 2751
Electronic Lane, Dallas, Texas 75220, Attention: Secretary (telephone (214)
357-9588).
 
               SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
     Certain statements in this Prospectus constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve known and unknown risks,
uncertainties, and other factors which may cause the actual results,
performance, or achievements of the Company to be materially different from any
future results, performance, or achievements expressed or implied by such
forward-looking statements. Such factors include, among others, the following:
general economic and business conditions; competition; development and operating
costs; adverse publicity; consumer trial and frequency; availability, locations
and terms of sites for complex development; quality of management; business
abilities and judgment of personnel; availability of qualified personnel; food,
labor and employee benefit costs; changes in, or the failure to comply with,
government regulations; and the Risk Factors elsewhere described in this
Prospectus.
 
                                       26

<PAGE>   28
================================================================================
 
  No dealer, sales representative or any other person has been authorized to
give any information or to make any representations in connection with this
Offering other than those contained in this Prospectus, and, if given or made,
such information or representations must not be relied upon as having been
authorized by the Company, the Selling Stockholders or any of the Underwriters.
This Prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the shares of Common Stock to which it
relates or an offer to, or a solicitation of, any person in any jurisdiction in
which such an offer or solicitation would be unlawful. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company since the date hereof or that the information contained herein is
correct as of any time subsequent to the date hereof.
 
                          ----------------------------
 
                               TABLE OF CONTENTS
 
                          ----------------------------
 

<TABLE>
<CAPTION>
                                        Page
                                        ----
<S>                                     <C>
Prospectus Summary....................    3
Risk Factors..........................    6
Use of Proceeds.......................    9
Dividend Policy.......................    9
Price Range of Common Stock...........    9
Capitalization........................   10
Selected Consolidated Financial
  Data................................   11
Management's Discussion and Analysis
  of Financial Condition and Results
  of Operations.......................   12
Business..............................   15
Management............................   23
Selling Stockholders..................   23
Underwriting..........................   24
Legal Matters.........................   25
Experts...............................   25
Available Information.................   25
Documents Incorporated by Reference...   26
Special Note Regarding Forward-Looking
  Statements..........................   26
</TABLE>

 
================================================================================

================================================================================


                               2,000,000 SHARES

                                      
                                    [LOGO]

 
                                 COMMON STOCK



                           ------------------------
                                      
                                  PROSPECTUS
                                      
                           ------------------------
                                      
                                      
                                      
                            MONTGOMERY SECURITIES
                                      

                           PAINEWEBBER INCORPORATED

                                      
                              PIPER JAFFRAY INC.



 
                                               , 1997
                                      
================================================================================

<PAGE>   29
 

                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
     The following expenses will be paid by the Company:
 

<TABLE>
<CAPTION>
        ITEM                                                  AMOUNT(1)
        ----                                                  ---------
<S>                                                           <C>
SEC registration fee........................................  $ 17,132
NASD filing fee.............................................     6,154
Nasdaq additional listing fee...............................    17,500
Legal fees and expenses.....................................    35,000
Accounting fees.............................................    35,000
Printing and engraving expenses.............................    90,000
Transfer agent fees.........................................     5,000
Blue sky fees and expenses..................................    20,000
Miscellaneous...............................................    74,214
                                                              --------
          Total.............................................  $300,000
                                                              ========
</TABLE>

 
- ---------------
 
(1) All items other than SEC registration fee are estimated
 
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Generally, under Missouri law, a corporation may indemnify a director or
officer against expenses (including attorneys' fees), judgments, fines and
settlement payments actually and reasonably incurred in connection with an
action, suit or proceeding (other than by or in the right of the corporation) to
which he is made a party by virtue of his service to the corporation, provided
that he acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, he had no reasonable cause to believe his conduct
was unlawful. With respect to an action or suit by or in the right of a
corporation, the corporation may generally indemnify a director or officer
against expenses and settlement payments actually and reasonably incurred if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, except that indemnification is
not permitted, unless a court otherwise determines it proper, to the extent such
person is found liable for negligence or misconduct. Missouri law further states
that a corporation shall indemnify a director or officer against expenses
actually and reasonably incurred in any of the above actions, suits or
proceedings to the extent such person is successful on the merits or otherwise
in defense of the same.
 
     Missouri law generally grants a corporation the power to adopt broad
indemnification provisions with respect to its directors and officers, but it
places certain restrictions on a corporation's ability to indemnify its officers
and directors against conduct which is finally adjudged to have been knowingly
fraudulent or deliberately dishonest or to have involved willful misconduct.
 
     Article Eleven of the Company's Articles eliminates, to the fullest extent
permissible under the corporation laws of the State of Missouri, the liability
of directors to the Company and the stockholders for monetary damages for breach
of fiduciary duty as a director. Such provisions further provide that
indemnification of directors and officers shall be provided to the fullest
extent permitted under Missouri law. The Company also maintains a directors' and
officers' liability insurance policy insuring directors and officers of the
Company for up to $10.0 million of covered losses as defined in the policy. The
Company has also entered into indemnity agreements with its executive officers
and directors which generally provide for indemnification for such individuals
to the fullest extent provided by law. Reference is also made to the
indemnification and contribution provisions of the Underwriting Agreement.
 
                                      II-1

<PAGE>   30
 
ITEM 16. EXHIBITS.
 

<TABLE>
 
<C>                      <S>
          1.1            -- Proposed form of Underwriting Agreement.(2)
          4.1            -- Restated Articles of Incorporation of the Company.(1)
          4.2            -- Bylaws of the Company.(1)
          4.3            -- Rights Agreement between the Registrant and Rights Agent,
                            dated June 16, 1995.(1)
          5.1            -- Opinion of Crouch & Hallett, L.L.P.(2)
         23.1            -- Consent of Ernst & Young LLP(2)
         23.2            -- Consent of Crouch & Hallett, L.L.P. (included in Exhibit
                            5.1).
         27.1            -- Financial Data Schedule.(2)
</TABLE>

 
- ---------------
 
(1) Filed as an Exhibit to the registrant's Form 10-Q for the 13-week period
    ended April 30, 1995 and incorporated herein by reference.
 
(2) Filed herewith.
 
ITEM 17. UNDERTAKINGS.
 
  (a) Filings Incorporating Subsequent Exchange Act Documents by Reference
 
     The registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
 
  (b) Indemnification for Liability under the Securities Act of 1933
 
     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
 
  (c) Registration Statement Permitted by Rule 430A
 
     The registrant hereby undertakes that:
 
          (1) For purposes of determining any liability under the Securities Act
     of 1933, the information omitted from the form of prospectus filed as part
     of this Registration Statement in reliance upon Rule 430A and contained in
     a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
     (4) or 497(h) under the Securities Act shall be deemed to be part of this
     Registration Statement as of the time it was declared effective.
 
          (2) For the purpose of determining any liability under the Securities
     Act of 1933, each post-effective amendment that contains a form of
     prospectus shall be deemed to be a new registration statement relating to
     the securities offered therein, and the offering of such securities at that
     time shall be deemed to be the initial bona fide offering thereof.
 
                                      II-2

<PAGE>   31
 

                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Dallas and State of Texas on the 10th day of
September, 1997.
 
                                            DAVE & BUSTER'S, INC.
 
                                            By     /s/ CHARLES MICHEL
                                            ------------------------------------
                                             Charles Michel, Vice President and
                                                  Chief Financial Officer
 
                               POWER OF ATTORNEY
 
     Each of the undersigned hereby appoints Charles Michel and Alan L. Murray,
and each of them (with full power to act alone), as attorneys and agents for the
undersigned, with full power of substitution, for and in the name, place and
stead of the undersigned, to sign and file with the Securities and Exchange
Commission under the Securities Act of 1933 any and all amendments and exhibits
to this Registration Statement and any and all applications, instruments and
other documents to be filed with the Securities and Exchange Commission
pertaining to the registration of the securities covered hereby, with full power
and authority to do and perform any and all acts and things whatsoever requisite
or desirable.
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities indicated on September 10, 1997.
 

<TABLE>
<CAPTION>
                      SIGNATURE                                               TITLE
                      ---------                                               -----
<C>                                                          <S>
 
               /s/ DAVID O. CORRIVEAU                        Co-Chairman of the Board, Co-Chief
- -----------------------------------------------------          Executive Officer, President, and
                 David O. Corriveau                            Director (Principal Executive Officer)
 
                 /s/ JAMES W. CORLEY                         Co-Chairman of the Board, Co-Chief
- -----------------------------------------------------          Executive Officer, Chief Operating
                   James W. Corley                             Officer and Director (Principal
                                                               Executive Officer)
 
                 /s/ CHARLES MICHEL                          Vice President and Chief Financial
- -----------------------------------------------------          Officer (Principal Financial and
                   Charles Michel                              Accounting Officer)
 
                                                                             Director
- -----------------------------------------------------
                 Allen J. Bernstein
 
                 /s/ PETER A. EDISON                                         Director
- -----------------------------------------------------
                   Peter A. Edison
 
                                                                             Director
- -----------------------------------------------------
                  Walter S. Henrion
 
                  /s/ MARK A. LEVY                                           Director
- -----------------------------------------------------
                    Mark A. Levy
</TABLE>

 
                                      II-3

<PAGE>   32

<TABLE>
<CAPTION>
                      SIGNATURE                                               TITLE
                      ---------                                               -----
<C>                                                          <S>
 
                /s/ ANDREW E. NEWMAN                                         Director
- -----------------------------------------------------
                  Andrew E. Newman
 
             /s/ CHRISTOPHER C. MAGUIRE                                      Director
- -----------------------------------------------------
               Christopher C. Maguire
 
                 /s/ MARK B. VITTERT                                         Director
- -----------------------------------------------------
                   Mark B. Vittert
</TABLE>

 
                                      II-4

<PAGE>   33
 

                               INDEX TO EXHIBITS
 

<TABLE>
<CAPTION>
        EXHIBIT
         NUMBER                                    EXHIBIT
        -------                                    -------
<C>                      <S>
           1.1           -- Proposed form of Underwriting Agreement.
           5.1           -- Opinion of Crouch & Hallett, L.L.P.
          23.1           -- Consent of Ernst & Young LLP.
          27.1           -- Financial Data Schedule.
</TABLE>






<PAGE>   1



                                                                           Draft





                                2,000,000 SHARES




                             DAVE & BUSTER'S, INC.



                                  COMMON STOCK





                             UNDERWRITING AGREEMENT

                             DATED OCTOBER __, 1997


<PAGE>   2
                               TABLE OF CONTENTS


<TABLE>
<S>                                                                                                                     <C>
SECTION 1.     REPRESENTATIONS AND WARRANTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
    A.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . 2
               Compliance with Registration Requirements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
               Offering Materials Furnished to Underwriters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
               Distribution of Offering Material by the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
               The Underwriting Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
               Authorization of the Common Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
               No Applicable Registration or Other Similar Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
               No Material Adverse Change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
               Independent Accountants  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
               Preparation of the Financial Statements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
               Incorporation and Good Standing of the Company and its Subsidiaries  . . . . . . . . . . . . . . . . . . 4
               Capitalization and Other Capital Stock Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
               Stock Exchange Listing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
               Non-contravention of Existing Instruments; No Further Authorizations or Approvals Required . . . . . . . 5
               No Material Actions or Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
               Intellectual Property Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
               All Necessary Permits, Etc.  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
               Title to Properties  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
               Tax Law Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
               Company Not an "Investment Company"  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
               Insurance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
               No Price Stabilization or Manipulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
               Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
               No Unlawful Contributions or Other Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
               Exchange Act Compliance
  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
               Company's Accounting System  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
               ERISA Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
    B.   REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . 9
               The Underwriting Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
               The Custody Agreement and Power of Attorney . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9
               Title to Common Shares to be Sold; All Authorizations Obtained . . . . . . . . . . . . . . . . . . . . . 9
               Delivery of the Common Shares to be Sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
               Non-contravention; No Further Authorizations or Approvals Required . . . . . . . . . . . . . . . . . . .10
               No Registration or Other Similar Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
               No Further Consents, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
               Disclosure Made by Such Selling Shareholder in the Prospectus . . . . . . . . . . . . . . . . . . . . . 10
               No Price Stabilization or Manipulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
SECTION 2.     PURCHASE, SALE AND DELIVERY OF COMMON SHARES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
               The Firm Common Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
               The First Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
               The Optional Common Shares; The Second Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . 11
               Public Offering of the Common Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
               Payment for the Common Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
               Delivery of the Common Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>


                                      i

<PAGE>   3

<TABLE>
<S>                                                                                                                    <C>
               Delivery of Prospectus to the Underwriters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
SECTION 3.     ADDITIONAL COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
    A. COVENANTS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
               Underwriters' Review of Proposed Amendments and Supplements  . . . . . . . . . . . . . . . . . . . . .  13
               Securities Act Compliance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
               Amendments and Supplements to the Prospectus and Other Securities Act Matters  . . . . . . . . . . . .  14
               Copies of Any Amendments and Supplements to the Prospectus . . . . . . . . . . . . . . . . . . . . . .  14
               Blue Sky Compliance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
               Use of Proceeds  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
               Transfer Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
               Earnings Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
               Periodic Reporting Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
               Agreement Not to Offer or Sell Additional Securities . . . . . . . . . . . . . . . . . . . . . . . . .  15
               Future Reports to the Underwriters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
               Exchange Act Compliance  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
    B. COVENANTS OF THE SELLING SHAREHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
               Agreement Not to Offer or Sell Additional Securities . . . . . . . . . . . . . . . . . . . . . . . . .  16
               Delivery Of Forms W-9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 4.     PAYMENT OF EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 5.     CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
               Accountants' Comfort Letter  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
               Compliance with Registration Requirements; No Stop Order, No Objection from NASD . . . . . . . . . . .  17
               No Material Adverse Change or Ratings Agency Change  . . . . . . . . . . . . . . . . . . . . . . . . .  18
               Opinion of Counsel for the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
               Opinion of Counsel for the Underwriters  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
               Officers' Certificate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
               Bring-down Comfort Letter  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
               Opinion of Counsel for the Selling Shareholders  . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
               Selling Shareholders' Certificate  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
               Selling Shareholders' Documents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
               Lock-up Agreement from Certain Shareholders of the Company Other than Selling Shareholders . . . . . .  19
               Additional Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  20
SECTION 6.     REIMBURSEMENT OF UNDERWRITERS' EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 7.     EFFECTIVENESS OF THIS AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 8.     INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
               Indemnification of the Underwriters  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  21
               Indemnification of the Company, its Directors and Officers . . . . . . . . . . . . . . . . . . . . . .  22
               Notifications and Other Indemnification Procedures . . . . . . . . . . . . . . . . . . . . . . . . . .  23
               Settlements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  23
SECTION 9.     CONTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  24
SECTION 10.    DEFAULT OF ONE OR MORE OF THE SEVERAL UNDERWRITERS . . . . . . . . . . . . . . . . . . . . . . . . . .  25
SECTION 11.    TERMINATION OF THIS AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 12.    REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 13.    NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 14.    SUCCESSORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  27
SECTION 15.    PARTIAL UNENFORCEABILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
</TABLE>


                                      ii

<PAGE>   4

<TABLE>
<S>                                                                                                                    <C>
SECTION 16.    GOVERNING LAW PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
SECTION 17.    FAILURE OF ONE OR MORE OF THE SELLING SHAREHOLDERS TO SELL AND DELIVER COMMON SHARES . . . . . . . . . .28
SECTION 18.    GENERAL PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  . . . . . 28
</TABLE>


                                     iii

<PAGE>   5
                             UNDERWRITING AGREEMENT




                                                                October __, 1997


MONTGOMERY SECURITIES
PAINEWEBBER INCORPORATED
PIPER JAFFRAY INC.
c/o MONTGOMERY SECURITIES
600 Montgomery Street
San Francisco, California  94111


Ladies and Gentlemen:

         INTRODUCTORY.  Dave & Buster's, Inc., a Missouri corporation (the
"Company"), proposes to issue and sell to the several underwriters named in
Schedule A (the "Underwriters") an aggregate of 1,800,000 shares of its Common
Stock, par value $.01 per share (the "Common Stock"); and the Shareholders of
the Company named in Schedule B (collectively, the "Selling Shareholders")
severally propose to sell to the Underwriters an aggregate of 200,000 shares of
Common Stock.  The 1,800,000 shares of Common Stock to be sold by the Company
and the 200,000 shares of Common Stock to be sold by the Selling Shareholders
are collectively called the "Firm Common Shares."  In addition, the Company has
granted to the Underwriters an option to purchase up to an additional 300,000
shares (the "Optional Common Shares") of Common Stock, as provided in Section
2.  The Firm Common Shares and, if and to the extent such option is exercised,
the Optional Common Shares are collectively called the "Common Shares."

         The Company has prepared and filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-3 (File No.
333-[___]), which contains a form of prospectus to be used in connection with
the public offering and sale of the Common Shares.  Such registration
statement, as amended, including the financial statements, exhibits and
schedules thereto, in the form in which it was declared effective by the
Commission under the Securities Act of 1933 and the rules and regulations
promulgated thereunder (collectively, the "Securities Act"), including all
documents incorporated or deemed to be incorporated by reference therein and
any information deemed to be a part thereof at the time of effectiveness
pursuant to Rule 430A or Rule 434 under the Securities Act or the Securities
Exchange Act of 1934 and the rules and regulations promulgated thereunder
(collectively, the "Exchange Act"), is called the "Registration Statement."
Any registration statement filed by the Company pursuant to Rule 462(b) under
the Securities Act is called the "Rule 462(b) Registration Statement," and from
and after the date and time of filing of the Rule 462(b) Registration Statement
the term "Registration Statement" shall include the Rule 462(b) Registration
Statement.  Such prospectus, in the form first used by the Underwriters to
confirm sales of the Common Shares, is called the "Prospectus"; provided,
however, if the Company has, with the consent of Montgomery Securities, elected
to rely upon Rule 434 under the Securities Act, the term "Prospectus" shall
mean the Company's prospectus subject to completion (each, a "preliminary
prospectus") dated [___] (such preliminary prospectus is called the "Rule 434
preliminary prospectus"), together



<PAGE>   6
with the applicable term sheet (the "Term Sheet") prepared and filed by the
Company with the Commission under Rules 434 and 424(b) under the Securities Act
and all references in this Agreement to the date of the Prospectus shall mean
the date of the Term Sheet.  All references in this Agreement to the
Registration Statement, the Rule 462(b) Registration Statement, a preliminary
prospectus, the Prospectus or the Term Sheet, or any amendments or supplements
to any of the foregoing, shall include any copy thereof filed with the
Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval
System ("EDGAR").  All references in this Agreement to financial statements and
schedules and other information which is "contained," "included" or "stated" in
the Registration Statement or the Prospectus (and all other references of like
import) shall be deemed to mean and include all such financial statements and
schedules and other information which is or is deemed to be incorporated by
reference in the Registration Statement or the Prospectus, as the case may be;
and all references in this Agreement to amendments or supplements to the
Registration Statement or the Prospectus shall be deemed to mean and include
the filing of any document under the Exchange Act which is or is deemed to be
incorporated by reference in the Registration Statement or the Prospectus, as
the case may be.

         The Company and each of the Selling Shareholders hereby confirm their
respective agreements with the Underwriters as follows:


         SECTION 1.  REPRESENTATIONS AND WARRANTIES.

         A. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING
SHAREHOLDERS.  The Company and each of the Selling Shareholders hereby
represent, warrant and covenant to each Underwriter as follows:

              (a)         Compliance with Registration Requirements.  The
    Registration Statement and any Rule 462(b) Registration Statement have been
    declared effective by the Commission under the Securities Act.  The Company
    has complied to the Commission's satisfaction with all requests of the
    Commission for additional or supplemental information.  No stop order
    suspending the effectiveness of the Registration Statement or any Rule
    462(b) Registration Statement is in effect and no proceedings for such
    purpose have been instituted or are pending or, to the best knowledge of
    the Company, are contemplated or threatened by the Commission.

                 Each preliminary prospectus and the Prospectus when filed
    complied in all material respects with the Securities Act and, if filed by
    electronic transmission pursuant to EDGAR (except as may be permitted by
    Regulation S-T under the Securities Act), was identical to the copy thereof
    delivered to the Underwriters for use in connection with the offer and sale
    of the Common Shares.  Each of the Registration Statement, any Rule 462(b)
    Registration Statement and any post-effective amendment thereto, at the
    time it became effective and at all subsequent times, complied and will
    comply in all material respects with the Securities Act and did not and
    will not contain any untrue statement of a material fact or omit to state a
    material fact required to be stated therein or necessary to make the
    statements therein not misleading.  The Prospectus, as amended or
    supplemented, as of its date and at all subsequent times, did not and will
    not contain any untrue statement of a material fact or omit to state a
    material fact necessary in order to make the statements therein, in the
    light of the circumstances under which they were made, not misleading.  The
    representations and warranties set forth in the two immediately preceding
    sentences do not apply to statements in

                                      2

<PAGE>   7
    or omissions from the Registration Statement, any Rule 462(b) Registration
    Statement, or any post-effective amendment thereto, or the Prospectus, or
    any amendments or supplements thereto, made in reliance upon and in
    conformity with information relating to any Underwriter furnished to the
    Company in writing by the Underwriters expressly for use therein.  There
    are no contracts or other documents required to be described in the
    Prospectus or to be filed as exhibits to the Registration Statement which
    have not been described or filed as required.

              (b)         Offering Materials Furnished to Underwriters.  The
    Company has delivered to each Underwriter one complete manually signed copy
    of the Registration Statement and of each consent and certificate of
    experts filed as a part thereof, and conformed copies of the Registration
    Statement (without exhibits) and preliminary prospectuses and the
    Prospectus, as amended or supplemented, in such quantities and at such
    places as the Underwriters have reasonably requested for each of the
    Underwriters.

              (c)         Distribution of Offering Material by the Company.
    The Company has not distributed and will not distribute, prior to the later
    of the Second Closing Date (as defined below) and the completion of the
    Underwriters' distribution of the Common Shares, any offering material in
    connection with the offering and sale of the Common Shares other than a
    preliminary prospectus, the Prospectus or the Registration Statement.

              (d)         The Underwriting Agreement.  This Agreement has been
    duly authorized, executed and delivered by, and is a valid and binding
    agreement of, the Company, enforceable in accordance with its terms, except
    as rights to indemnification hereunder may be limited by applicable law and
    except as the enforcement hereof may be limited by bankruptcy, insolvency,
    reorganization, moratorium or other similar laws relating to or affecting
    the rights and remedies of creditors or by general equitable principles.

              (e)         Authorization of the Common Shares.  The Common
    Shares to be purchased by the Underwriters from the Company have been duly
    authorized for issuance and sale pursuant to this Agreement and, when
    issued and delivered by the Company pursuant to this Agreement, will be
    validly issued, fully paid and nonassessable.

              (f)         No Applicable Registration or Other Similar Rights.
    There are no persons with registration or other similar rights to have any
    equity or debt securities registered for sale under the Registration
    Statement or included in the offering contemplated by this Agreement.

              (g)         No Material Adverse Change.  Except as otherwise
    disclosed in the Prospectus, subsequent to the respective dates as of which
    information is given in the Prospectus: (i)  there has been no material
    adverse change, or any development that could reasonably be expected to
    result in a material adverse change, in the condition, financial or
    otherwise, or in the earnings, business, operations or prospects, whether
    or not arising from transactions in the ordinary course of business, of the
    Company and its subsidiaries, considered as one entity (any such change is
    called a "Material Adverse Change"); (ii) the Company and its subsidiaries,
    considered as one entity, have not incurred any material liability or
    obligation, indirect, direct or contingent, not in the ordinary course of
    business nor entered into any material transaction or agreement not in the
    ordinary course of business; and (iii) there has been no dividend or
    distribution of any kind declared, paid or made by the Company or, except
    for dividends paid to the Company or other subsidiaries, any of its
    subsidiaries on any

                                      3

<PAGE>   8
    class of capital stock or repurchase or redemption by the Company or any of
    its subsidiaries of any class of capital stock.

              (h)         Independent Accountants.  Ernst & Young LLP,
    independent auditors, who have expressed their opinion with respect to the
    financial statements (which term as used in this Agreement includes the
    related notes thereto) filed with the Commission as a part of the
    Registration Statement and included in the Prospectus, are independent
    public or certified public accountants as required by the Securities Act
    and the Exchange Act.

              (i)         Preparation of the Financial Statements.  The
    financial statements filed with the Commission as a part of the
    Registration Statement and included in the Prospectus present fairly the
    consolidated financial position of the Company and its subsidiaries as of
    and at the dates indicated and the results of their operations and cash
    flows for the periods specified.  Such financial statements have been
    prepared in conformity with generally accepted accounting principles as
    applied in the United States applied on a consistent basis throughout the
    periods involved, except as may be expressly stated in the related notes
    thereto.  No other financial statements or supporting schedules are
    required to be included in the Registration Statement.  The financial data
    set forth in the Prospectus under the captions "Prospectus Summary--Summary
    of Selected Historical Consolidated Financial and Operating Data,"
    "Selected Consolidated Financial Data" and "Capitalization" fairly present
    the information set forth therein on a basis consistent with that of the
    audited financial statements contained in the Registration Statement.

              (j)         Incorporation and Good Standing of the Company and
    its Subsidiaries. Each of the Company and its subsidiaries has been duly
    incorporated and is validly existing as a corporation in good standing
    under the laws of the jurisdiction of its incorporation and has corporate
    power and authority to own, lease and operate its properties and to conduct
    its business as described in the Prospectus and, in the case of the
    Company, to enter into and perform its obligations under this Agreement.
    Each of the Company and each subsidiary is duly qualified as a foreign
    corporation to transact business and is in good standing in each
    jurisdiction in which such qualification is required (including, with
    respect to the Company and Dave & Buster's I, L.P., the State of Texas)
    whether by reason of the ownership or leasing of property or the conduct of
    business, except for such jurisdictions (other than the State of Texas,
    with respect to the Company and Dave & Buster's I, L.P.) where the failure
    to so qualify or to be in good standing would not, individually or in the
    aggregate, result in a Material Adverse Change.  All of the issued and
    outstanding capital stock of each subsidiary has been duly authorized and
    validly issued, is fully paid and nonassessable and is owned by the
    Company, directly or through subsidiaries, free and clear of any security
    interest, mortgage, pledge, lien, encumbrance or claim.  The Company does
    not own or control, directly or indirectly, any corporation, association or
    other entity other than the subsidiaries listed in Exhibit 22 to the
    Company's Annual Report on Form 10-K for the fiscal year ended February 2,
    1997.

                                      4

<PAGE>   9
              (k)         Capitalization and Other Capital Stock Matters.  The
    authorized, issued and outstanding capital stock of the Company is as set
    forth in the Prospectus under the caption "Capitalization" (other than for
    subsequent issuances, if any, pursuant to employee benefit plans described
    in the Prospectus or upon exercise of outstanding options described in the
    Prospectus).  The Common Stock (including the Common Shares) conforms in
    all material respects to the description thereof contained in the
    Prospectus.  All of the issued and outstanding shares of Common Stock
    (including the shares of Common Stock owned by Selling Shareholders) have
    been duly authorized and validly issued, are fully paid and nonassessable
    and have been issued in compliance with federal and state securities laws.
    None of the outstanding shares of Common Stock were issued in violation of
    any preemptive rights, rights of first refusal or other similar rights to
    subscribe for or purchase securities of the Company.  There are no
    authorized or outstanding options, warrants, preemptive rights, rights of
    first refusal or other rights to purchase, or equity or debt securities
    convertible into or exchangeable or exercisable for, any capital stock of
    the Company or any of its subsidiaries other than those accurately
    described in the Prospectus.  The description of the Company's stock
    option, stock bonus and other stock plans or arrangements, and the options
    or other rights granted thereunder, set forth in the Prospectus accurately
    and fairly presents the information required to be shown with respect to
    such plans, arrangements, options and rights.

              (l)         Stock Exchange Listing.  The Common Stock (including
    the Common Shares) is registered pursuant to Section 12(g) of the Exchange
    Act and is listed on the Nasdaq National Market, and the Company has taken
    no action designed to, or likely to have the effect of, terminating the
    registration of the Common Stock under the Exchange Act or delisting the
    Common Stock from the Nasdaq National Market, nor has the Company received
    any notification that the Commission or the National Association of
    Securities Dealers, Inc. (the "NASD") is contemplating terminating such
    registration or listing.

              (m)         Non-contravention of Existing Instruments; No Further
    Authorizations or Approvals Required.  Neither the Company nor any of its
    subsidiaries is in violation of its charter or by-laws or is in default
    (or, with the giving of notice or lapse of time, would be in default)
    ("Default") under any indenture, mortgage, loan or credit agreement, note,
    contract, franchise, lease or other instrument to which the Company or any
    of its subsidiaries is a party or by which it or any of them may be bound
    (including, without limitation, the Company's Revolving Credit Facility
    with Texas Commerce Bank National Association, as agent), or to which any
    of the property or assets of the Company or any of its subsidiaries is
    subject (each, an "Existing Instrument"), except for such Defaults as would
    not, individually or in the aggregate, result in a Material Adverse Change.
    The Company's execution, delivery and performance of this Agreement and
    consummation of the transactions contemplated hereby and by the Prospectus
    (i) have been duly authorized by all necessary corporate action and will
    not result in any violation of the provisions of the charter or by-laws of
    the Company or any subsidiary, (ii) will not conflict with or constitute a
    breach of, or Default under, or result in the creation or imposition of any
    lien, charge or encumbrance upon any property or assets of the Company or
    any of its subsidiaries pursuant to, or require the consent of any other
    part to, any Existing Instrument, except for such conflicts, breaches,
    Defaults, liens, charges or encumbrances as would not, individually or in
    the aggregate, result in a Material Adverse Change and (iii) will not
    result in any violation of any law, administrative regulation or
    administrative or court decree applicable to the Company or any subsidiary.
    No consent, approval, authorization or other order of, or registration or
    filing with, any court or other

                                      5

<PAGE>   10
    governmental or regulatory authority or agency, is required for the
    Company's execution, delivery and performance of this Agreement and
    consummation of the transactions contemplated hereby and by the Prospectus,
    except such as have been obtained or made by the Company and are in full
    force and effect under the Securities Act, applicable state securities or
    blue sky laws and from the NASD.

              (n)         No Material Actions or Proceedings.  Except as
    otherwise disclosed in the Prospectus, there are no legal or governmental
    actions, suits or proceedings pending or, to the best of the Company's
    knowledge, threatened (i) against or affecting the Company or any of its
    subsidiaries, (ii) which has as the subject thereof any officer or director
    of, or property owned or leased by, the Company or any of its subsidiaries
    or (iii) relating to environmental or discrimination matters, where in any
    such case (A) there is a reasonable possibility that such action, suit or
    proceeding might be determined adversely to the Company or such subsidiary
    and (B) any such action, suit or proceeding, if so determined adversely,
    would reasonably be expected to result in a Material Adverse Change or
    adversely affect the consummation of the transactions contemplated by this
    Agreement.  No material labor dispute with the employees of the Company or
    any of its subsidiaries exists or, to the best of the Company's knowledge,
    is threatened or imminent.

              (o)         Intellectual Property Rights.  The Company and its
    subsidiaries own or possess sufficient trademarks, trade names, patent
    rights, copyrights, licenses, approvals, trade secrets and other similar
    rights (collectively, "Intellectual Property Rights") reasonably necessary
    to conduct their businesses as now conducted; and the expected expiration
    of any of such Intellectual Property Rights would not result in a Material
    Adverse Change.  Neither the Company nor any of its subsidiaries has
    received any notice of infringement or conflict with asserted Intellectual
    Property Rights of others, which infringement or conflict, if the subject
    of an unfavorable decision, would result in a Material Adverse Change.

              (p)         All Necessary Permits, etc.   The Company and each
    subsidiary possess such valid and current certificates, authorizations or
    permits issued by the appropriate state, federal or foreign regulatory
    agencies or bodies necessary to conduct their respective businesses, and
    neither the Company nor any subsidiary has received any notice of
    proceedings relating to the revocation or modification of, or
    non-compliance with, any such certificate, authorization or permit which,
    singly or in the aggregate, if the subject of an unfavorable decision,
    ruling or finding, could result in a Material Adverse Change.

              (q)         Title to Properties.  The Company and each of its
    subsidiaries has good and marketable title to all the properties and assets
    reflected as owned in the financial statements referred to in Section 1(A)
    (i) above (or elsewhere in the Prospectus), in each case free and clear of
    any security interests, mortgages, liens, encumbrances, equities, claims
    and other defects, except such as do not materially and adversely affect
    the value of such property and do not materially interfere with the use
    made or proposed to be made of such property by the Company or such
    subsidiary.  The real property, improvements, equipment and personal
    property held under lease by the Company or any subsidiary are held under
    valid and enforceable leases, with such exceptions as are not material and
    do not materially interfere with the use made or proposed to be made of
    such real property, improvements, equipment or personal property by the
    Company or such subsidiary.

                                      6

<PAGE>   11
              (r)         Tax Law Compliance.  The Company and its subsidiaries
    have filed all necessary federal, state and foreign income and franchise
    tax returns and have paid all taxes required to be paid by any of them and,
    if due and payable, any related or similar assessment, fine or penalty
    levied against any of them, except in instances where failure to so act
    would not materially and adversely affect the business, operations or
    properties of the Company and its subsidiaries.  The Company has made
    adequate charges, accruals and reserves in the applicable financial
    statements referred to in Section 1 (A) (i)  above in respect of all
    federal, state and foreign income and franchise taxes for all periods as to
    which the tax liability of the Company or any of its  subsidiaries has not
    been finally determined.

              (s)         Company Not an "Investment Company."  The Company has
    been advised of the rules and requirements under the Investment Company Act
    of 1940, as amended (the "Investment Company Act").  The Company is not,
    and after receipt of payment for the Common Shares will not be, an
    "investment company" within the meaning of Investment Company Act and will
    conduct its business in a manner so that it will not become subject to the
    Investment Company Act.

              (t)         Insurance.  Each of the Company and its subsidiaries
    are insured by recognized, financially sound and reputable institutions
    with policies in such amounts and with such deductibles and covering such
    risks as are generally deemed adequate and customary for their businesses
    including, but not limited to, policies covering real and personal property
    owned or leased by the Company and its subsidiaries against theft, damage,
    destruction, acts of vandalism and earthquakes.  The Company has no reason
    to believe that it or any subsidiary will not be able (i) to renew its
    existing insurance coverage as and when such policies expire or (ii) to
    obtain comparable coverage from similar institutions as may be necessary or
    appropriate to conduct its business as now conducted and at a cost that
    would not result in a Material Adverse Change.  Neither of the Company nor
    any subsidiary has been denied any insurance coverage which it has sought
    or for which it has applied.

              (u)         No Price Stabilization or Manipulation.  The Company
    has not taken and will not take, directly or indirectly, any action
    designed to or that might be reasonably expected to cause or result in
    stabilization or manipulation of the price of the Common Stock to
    facilitate the sale or resale of the Common Shares.

              (v)         Related Party Transactions.  There are no business
    relationships or related-party transactions involving the Company or any
    subsidiary or any other person required to be described in the Prospectus
    which have not been described as required.

              (w)         No Unlawful Contributions or Other Payments.  Neither
    the Company nor any of its subsidiaries (it being understood that such
    subsidiaries only include those entities that have been subsidiaries of the
    Company at any time subsequent to the June 29, 1995 spin-off of the
    Company) nor, to the best of the Company's knowledge, any employee or agent
    of the Company or any such subsidiary, has made any contribution or other
    payment to any official of, or candidate for, any federal, state or foreign
    office in violation of any law or of the character required to be disclosed
    in the Prospectus.

                                      7

<PAGE>   12
              (x)         Exchange Act Compliance.  The documents incorporated
    or deemed to be incorporated by reference in the Prospectus, at the time
    they were or hereafter are filed with the Commission, complied and will
    comply in all material respects with the requirements of the Exchange Act,
    and, when read together with the other information in the Prospectus, at
    the time the Registration Statement and any amendments thereto become
    effective and at the First Closing Date and the Second Closing Date, as the
    case may be, will not contain an untrue statement of a material fact or
    omit to state a material fact required to be stated therein or necessary to
    make the facts required to be stated therein or necessary to make the
    statements therein, in the light of the circumstances under which they were
    made, not misleading.

              (y)         Company's Accounting System.  The Company maintains a
    system of accounting controls sufficient to provide reasonable assurances
    that (i) transactions are executed in accordance with management's general
    or specific authorization; (ii)  transactions are recorded as necessary to
    permit preparation of financial statements in conformity with generally
    accepted accounting principles as applied in the United States and to
    maintain accountability for assets; (iii) access to assets is permitted
    only in accordance with management's general or specific authorization; and
    (iv) the recorded accountability for assets is compared with existing
    assets at reasonable intervals and appropriate action is taken with respect
    to any differences.

              (z)         ERISA Compliance.  The Company and its subsidiaries
    and any "employee benefit plan" (as defined under the Employee Retirement
    Income Security Act of 1974, as amended, and the regulations and published
    interpretations thereunder (collectively, "ERISA")) established or
    maintained by the Company, its subsidiaries or their "ERISA Affiliates" (as
    defined below) are in compliance in all material respects with ERISA.
    "ERISA Affiliate" means, with respect to the Company or a subsidiary, any
    member of any group of organizations described in Sections 414(b),(c),(m)
    or (o) of the Internal Revenue Code of 1986, as amended, and the
    regulations and published interpretations thereunder (the "Code") of which
    the Company or such subsidiary is a member.  No "reportable event" (as
    defined under ERISA) has occurred or is reasonably expected to occur with
    respect to any "employee benefit plan" established or maintained by the
    Company, its subsidiaries or any of their ERISA Affiliates.  No "employee
    benefit plan" established or maintained by the Company, its subsidiaries or
    any of their ERISA Affiliates, if such "employee benefit plan" were
    terminated, would have any "amount of unfunded benefit liabilities" (as
    defined under ERISA).  Neither the Company, its subsidiaries nor any of
    their ERISA Affiliates has incurred or reasonably expects to incur any
    liability under (i) Title IV of ERISA with respect to termination of, or
    withdrawal from, any "employee benefit plan" or (ii) Sections 412, 4971,
    4975 or 4980B of the Code.  Each "employee benefit plan" established or
    maintained by the Company, its subsidiaries or any of their ERISA
    Affiliates that is intended to be qualified under Section 401(a) of the
    Code is so qualified and nothing has occurred, whether by action or failure
    to act, which would cause the loss of such qualification.

 

                                      8

<PAGE>   13
         Any certificate signed by an officer of the Company and delivered to
the Underwriters or to counsel for the Underwriters shall be deemed to be a
representation and warranty by the Company to each Underwriter as to the
matters set forth therein.


         B.  REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDERS.  In
addition to the representations, warranties and covenants set forth in Section
1(A), each Selling Shareholder represents, warrants and covenants to each
Underwriter as follows:

              (a)         The Underwriting Agreement.  This Agreement has been
    duly authorized, executed and delivered by or on behalf of such Selling
    Shareholder and is a valid and binding agreement of such Selling
    Shareholder, enforceable in accordance with its terms, except as rights to
    indemnification hereunder may be limited by applicable law and except as
    the enforcement hereof may be limited by bankruptcy, insolvency,
    reorganization, moratorium or other similar laws relating to or affecting
    the rights and remedies of creditors or by general equitable principles.

              (b)         The Custody Agreement and Power of Attorney.  Each of
    the (i) Custody Agreement signed by such Selling Shareholder and [___], as
    custodian (the "Custodian"), relating to the deposit of the Common Shares
    to be sold by such Selling Shareholder (the "Custody Agreement") and (ii)
    Power of Attorney appointing certain individuals named therein as such
    Selling Shareholder's attorneys-in-fact (each, an "Attorney-in-Fact") to
    the extent set forth therein relating to the transactions contemplated
    hereby and by the Prospectus (the "Power of Attorney"), of such Selling
    Shareholder has been duly authorized, executed and delivered by such
    Selling Shareholder and is a valid and binding agreement of such Selling
    Shareholder, enforceable in accordance with its terms, except as rights to
    indemnification thereunder may be limited by applicable law and except as
    the enforcement thereof may be limited by bankruptcy, insolvency,
    reorganization, moratorium or other similar laws relating to or affecting
    the rights and remedies of creditors or by general equitable principles.

              (c)         Title to Common Shares to be Sold; All Authorizations
    Obtained.  Such Selling Shareholder has, and on the First Closing Date and
    the Second Closing Date (as defined below) will have, good and valid title
    to all of the Common Shares which may be sold by such Selling Shareholder
    pursuant to this Agreement on such date and the legal right and power, and
    all authorizations and approvals required by law, to enter into this
    Agreement and its Custody Agreement and Power of Attorney, to sell,
    transfer and deliver all of the Common Shares which may be sold by such
    Selling Shareholder pursuant to this Agreement and to comply with its other
    obligations hereunder and thereunder.

              (d)         Delivery of the Common Shares to be Sold.  Delivery
    of the Common Shares which are sold by such Selling Shareholder pursuant to
    this Agreement will pass good and valid title to such Common Shares, free
    and clear of any security interest, mortgage, pledge, lien, encumbrance or
    other claim.

                                      9

<PAGE>   14
              (e)         Non-contravention; No Further Authorizations or
    Approvals Required.  The execution and delivery by such Selling Shareholder
    of, and the performance by such Selling Shareholder of its obligations
    under, this Agreement, the Custody Agreement and the Power of Attorney will
    not contravene or conflict with, result in a breach of, or constitute a
    Default under, or require the consent of any other party to, any agreement
    or instrument to which such Selling Shareholder is a party or by which it
    is bound or under which it is entitled to any right or benefit, any
    provision of applicable law or any judgment, order, decree or regulation
    applicable to such Selling Shareholder of any court, regulatory body,
    administrative agency, governmental body or arbitrator having jurisdiction
    over such Selling Shareholder.  No consent, approval, authorization or
    other order of, or registration or filing with, any court or other
    governmental authority or agency, is required for the consummation by such
    Selling Shareholder of the transactions contemplated in this Agreement,
    except such as have been obtained or made and are in full force and effect
    under the Securities Act, applicable state securities or blue sky laws and
    from the NASD.

              (f)         No Registration or Other Similar Rights.  Such
    Selling Shareholder does not have any registration or other similar rights
    to have any equity or debt securities registered for sale by the Company
    under the Registration Statement or included in the offering contemplated
    by this Agreement.

              (g)         No Further Consents, etc.   No consent, approval or
    waiver is required under any instrument or agreement to which such Selling
    Shareholder is a party or by which it is bound or under which it is
    entitled to any right or benefit, in connection with the offering, sale or
    purchase by the Underwriters of any of the Common Shares which may be sold
    by such Selling Shareholder under this Agreement or the consummation by
    such Selling Shareholder of any of the other transactions contemplated
    hereby.

              (h)         Disclosure Made by Such Selling Shareholder in the
    Prospectus.  All information furnished by or on behalf of such Selling
    Shareholder in writing expressly for use in the Registration Statement and
    Prospectus is, and on the First Closing Date and the Second Closing Date
    will be, true, correct, and complete in all material respects, and does
    not, and on the First Closing Date and the Second Closing Date will not,
    contain any untrue statement of a material fact or omit to state any
    material fact necessary to make such information not misleading.  Such
    Selling Shareholder confirms as accurate the number of shares of Common
    Stock set forth opposite such Selling Shareholder's name in the Prospectus
    under the caption "Selling Stockholders" (both prior to and after giving
    effect to the sale of the Common Shares).

              (i)         No Price Stabilization or Manipulation.  Such Selling
    Shareholder has not taken and will not take, directly or indirectly, any
    action designed to stabilize or manipulate the price of the Common Stock, 
    or that might be reasonably expected to cause or result in stabilization 
    or manipulation of the price of the Common Stock, to facilitate the sale or
    resale of the Common Shares.

                                     10

<PAGE>   15
         Any certificate signed by or on behalf of any Selling Shareholder and
delivered to the Underwriters or to counsel for the Underwriters shall be
deemed to be a representation and warranty by such Selling Shareholder to each
Underwriter as to the matters covered thereby.


         SECTION 2.  PURCHASE, SALE AND DELIVERY OF THE COMMON SHARES.

         The Firm Common Shares.  Upon the terms herein set forth, (i) the
Company agrees to issue and sell to the several Underwriters an aggregate of
1,800,000 Firm Common Shares and (ii) the Selling Shareholders agree to sell to
the several Underwriters an aggregate of 200,000 Firm Common Shares, each
Selling Shareholder selling the number of Firm Common Shares set forth opposite
such Selling Shareholder's name on Schedule B.  On the basis of the
representations, warranties and agreements herein contained, and upon the terms
but subject to the conditions herein set forth, the Underwriters agree,
severally and not jointly, to purchase from the Company and the Selling
Shareholders the respective number of Firm Common Shares set forth opposite
their names on Schedule A.  The purchase price per Firm Common Share to be paid
by the several Underwriters to the Company and the Selling Shareholders shall
be $[___] per share.

         The First Closing Date.  Delivery of certificates for the Firm Common
Shares to be purchased by the Underwriters and payment therefor shall be made
at the offices of Montgomery Securities, 600 Montgomery Street, San Francisco,
California  (or such other place as may be agreed to by the Company and the
Underwriters) at 6:00 a.m. San Francisco time, on [___], or such other time and
date not later than 10:30 a.m. San Francisco time,  on [___] (1) as the
Underwriters shall designate by notice to the Company (the time and date of
such closing are called the "First Closing Date").  The Company and the Selling
Shareholders hereby acknowledge that circumstances under which the Underwriters
may provide notice to postpone the First Closing Date as originally scheduled
include, but are in no way limited to, any determination by the Company, the
Selling Shareholders or the Underwriters to recirculate to the public copies of
an amended or supplemented Prospectus or a delay as contemplated by the
provisions of Section 10.

         The Optional Common Shares; The Second Closing Date.  In addition, on
the basis of the representations, warranties and agreements herein contained,
and upon the terms but subject to the conditions herein set forth, the Company
hereby grants an option to the several Underwriters to purchase, severally and
not jointly, up to an aggregate of 300,000 Optional Common Shares from the
Company at the purchase price per share to be paid by the Underwriters for the
Firm Common Shares.  The option granted hereunder is for use by the
Underwriters solely in covering any over-allotments in connection with the
sale and distribution of the Firm Common Shares.  The option granted hereunder
may be exercised at any time (but not more than once) upon notice by the
Underwriters to the Company,  which notice may be given at any time within 30
days from the date of this Agreement.  Such notice shall set forth (i) the
aggregate number of Optional Common Shares as to which the Underwriters are
exercising the option, (ii) the names and denominations in which the
certificates for the Optional Common Shares are to be registered and (iii) the
time, date and place at which such certificates will be delivered (which time
and date may be simultaneous with, but not earlier than, the First Closing
Date; and in such case the term





__________________________________

(1)        Insert a date ten business days following the original contemplated
           First Closing Date.

                                     11

<PAGE>   16
"First Closing Date" shall refer to the time and date of delivery of
certificates for the Firm Common Shares and the Optional Common Shares).  Such
time and date of delivery, if subsequent to the First Closing Date, is called
the "Second Closing Date" and shall be determined by the Underwriters and shall
not be earlier than three nor later than five full business days after delivery
of such notice of exercise.  If any Optional Common Shares are to be purchased,
each Underwriter agrees, severally and not jointly, to purchase the number of
Optional Common Shares (subject to such adjustments to eliminate fractional
shares as the Underwriters may determine) that bears the same proportion to the
total number of Optional Common Shares to be purchased as the number of Firm
Common Shares set forth on Schedule A opposite the name of such Underwriter
bears to the total number of Firm Common Shares, and the Company agrees to sell
such Optional Common Shares.  The Underwriters may cancel the option at any
time prior to its expiration by giving written notice of such cancellation to
the Company.

         Public Offering of the Common Shares.  The Underwriters hereby advise
the Company and the Selling Shareholders that the Underwriters intend to offer
for sale to the public, as described in the Prospectus, their respective
portions of the Common Shares as soon after this Agreement has been executed
and the Registration Statement has been declared effective as the Underwriters,
in their sole judgment, have determined is advisable and practicable.

         Payment for the Common Shares.  Payment for the Common Shares to be
sold by the Company shall be made at the First Closing Date (and, if
applicable, at the Second Closing Date) by wire transfer of immediately
available funds to the order of the Company.  Payment for the Common Shares to
be sold by the Selling Shareholders shall be made at the First Closing Date
(and, if applicable, at the Second Closing Date) by wire transfer of
immediately available funds to the order of the Custodian.

                 Montgomery Securities, individually and not as the
representative of the Underwriters, may (but shall not be obligated to) make
payment for any Common Shares to be purchased by any Underwriter whose funds
shall not have been received by Montgomery Securities by the First Closing Date
or the Second Closing Date, as the case may be, for the account of such
Underwriter, but any such payment shall not relieve such Underwriter from any
of its obligations under this Agreement.

                 Each Selling Shareholder hereby agrees that (i) it will pay
all stock transfer taxes, stamp duties and other similar taxes, if any, payable
upon the sale or delivery of the Common Shares to be sold by such Selling
Shareholder to the several Underwriters, or otherwise in connection with the
performance of such Selling Shareholder's obligations hereunder and (ii) the
Custodian is authorized to deduct for such payment any such amounts from the
proceeds to such Selling Shareholder hereunder and to hold such amounts for the
account of such Selling Shareholder with the Custodian under the Custody
Agreement.

                                     12

<PAGE>   17
         Delivery of the Common Shares.  The Company and the Selling
Shareholders shall deliver, or cause to be delivered, to the Underwriters
certificates for the Firm Common Shares to be sold by them at the First Closing
Date, against the irrevocable release of a wire transfer of immediately
available funds for the amount of the purchase price therefor.  The Company
shall also deliver, or cause to be delivered, to the Underwriters certificates
for the Optional Common Shares the Underwriters have agreed to purchase at the
First Closing Date or the Second Closing Date, as the case may be, against the
irrevocable release of a wire transfer of immediately available funds for the
amount of the purchase price therefor.  The certificates for the Common Shares
shall be in definitive form and registered in such names and denominations as
the Underwriters shall have requested at least two full business days prior to
the First Closing Date (or the Second Closing Date, as the case may be) and
shall be made available for inspection on the business day preceding the First
Closing Date (or the Second Closing Date, as the case may be) at a location in
New York City as the Underwriters may designate.  Time shall be of the essence,
and delivery at the time and place specified in this Agreement is a further
condition to the obligations of the Underwriters.

         Delivery of Prospectus to the Underwriters.  Not later than 12:00 p.m.
on the second business day following the date the Common Shares are released by
the Underwriters for sale to the public, the Company shall delivery or cause to
be delivered copies of the Prospectus in such quantities and at such places as
the Underwriters shall request.


         SECTION 3.  ADDITIONAL COVENANTS.

         A.  COVENANTS OF THE COMPANY.  The Company further covenants and
agrees with each Underwriter as follows:

              (a)         Underwriter's Review of Proposed Amendments and
    Supplements.  During such period beginning on the date hereof and ending on
    the later of the First Closing Date or such date, as in the opinion of
    counsel for the Underwriters, the Prospectus is no longer required by law
    to be delivered in connection with sales by an Underwriter or dealer (the
    "Prospectus Delivery Period"), prior to amending or supplementing the
    Registration Statement (including any registration statement filed under
    Rule 462(b) under the Securities Act) or the Prospectus (including any
    amendment or supplement through incorporation by reference of any report
    filed under the Exchange Act), the Company shall furnish to the
    Underwriters for review copies of each such proposed amendment or
    supplement, and the Company shall not file any such proposed amendment or
    supplement to which the Underwriters reasonably object.

              (b)         Securities Act Compliance.  After the date of this
    Agreement, the Company shall promptly advise the Underwriters in writing
    (i) of the receipt of any comments of, or requests for additional or
    supplemental information from, the Commission, (ii) of the time and date of
    any filing of any post-effective amendment to the Registration Statement or
    any amendment or supplement to any preliminary prospectus or the
    Prospectus, (iii) of the time and date that any post-effective amendment to
    the Registration Statement becomes effective and (iv) of the issuance by
    the Commission of any stop order suspending the effectiveness of the
    Registration Statement or any post- effective amendment thereto or of any
    order preventing or suspending the use of any preliminary prospectus or the
    Prospectus, or of any proceedings to remove, suspend or terminate from
    listing or quotation the Common Stock from any securities exchange upon
    which it is listed for trading or included or designated for

                                     13

<PAGE>   18
    quotation, or of the threatening or initiation of any proceedings for any
    of such purposes.  If the Commission shall enter any such stop order at any
    time, the Company will use its best efforts to obtain the lifting of such
    order at the earliest possible moment.  Additionally, the Company agrees
    that it shall comply with the provisions of Rules 424(b), 430A and 434, as
    applicable, under the Securities Act and will use its reasonable efforts to
    confirm that any filings made by the Company under such Rule 424(b) were
    received in a timely manner by the Commission.

              (c)         Amendments and Supplements to the Prospectus and
    Other Securities Act Matters.  If, during the Prospectus Delivery Period,
    any event shall occur or condition exist as a result of which it is
    necessary to amend or supplement the Prospectus in order to make the
    statements therein, in the light of the circumstances when the Prospectus
    is delivered to a purchaser, not misleading, or if in the opinion of the
    Underwriters or counsel for the Underwriters it is otherwise necessary to
    amend or supplement the Prospectus to comply with law, the Company agrees
    to promptly prepare (subject to Section 3(A)(a) hereof), file with the
    Commission and furnish at its own expense to the Underwriters and to
    dealers, amendments or supplements to the Prospectus so that the statements
    in the Prospectus as so amended or supplemented will not, in the light of
    the circumstances when the Prospectus is delivered to a purchaser, be
    misleading or so that the Prospectus, as amended or supplemented, will
    comply with law.

              (d)         Copies of Any Amendments and Supplements to the
    Prospectus.  The Company agrees to furnish the Underwriters, without
    charge, during the Prospectus Delivery Period, as many copies of the
    Prospectus and any amendments and supplements thereto (including any
    documents incorporated or deemed incorporated by reference therein) as the
    Underwriters may request.

              (e)         Blue Sky Compliance.  The Company shall cooperate
    with the Underwriters and counsel for the Underwriters to qualify or
    register the Common Shares for sale under (or obtain exemptions from the
    application of) the Blue Sky or state securities laws of those
    jurisdictions designated by the Underwriters, shall comply with such laws
    and shall continue such qualifications, registrations and exemptions in
    effect so long as required for the distribution of the Common Shares.  The
    Company shall not be required to qualify as a foreign corporation or to
    take any action that would subject it to general service of process in any
    such jurisdiction where it is not presently qualified or where it would be
    subject to taxation as a foreign corporation.  The Company will advise the
    Underwriters promptly of the suspension of the qualification or
    registration of (or any such exemption relating to) the Common Shares for
    offering, sale or trading in any jurisdiction or any initiation or threat
    of any proceeding for any such purpose, and in the event of the issuance of
    any order suspending such qualification, registration or exemption, the
    Company shall use its best efforts to obtain the withdrawal thereof at the
    earliest possible moment.

              (f)         Use of Proceeds.  The Company shall apply the net
    proceeds from the sale of the Common Shares sold by it in the manner
    described under the caption "Use of Proceeds" in the Prospectus.

              (g)         Transfer Agent.  The Company shall engage and
    maintain, at its expense, a registrar and transfer agent for the Common
    Stock.

                                     14

<PAGE>   19
              (h)         Earnings Statement.  As soon as practicable, the
    Company will make generally available to its security holders and to the
    Underwriters an earnings statement (which need not be audited) covering the
    twelve-month period ending [___](2) that satisfies the provisions of Section
    11(a) of the Securities Act.

              (i)         Periodic Reporting Obligations.  During the
    Prospectus Delivery Period the Company shall file, on a timely basis, with
    the Commission and the Nasdaq National Market all reports and documents
    required to be filed under the Exchange Act.  Additionally, the Company
    shall file with the Commission all reports on Form SR as may be required
    under Rule 463 under the Securities Act.

              (j)         Agreement Not to Offer or Sell Additional Securities.
    During the period of 90 days following the date of the Prospectus, the
    Company will not, without the prior written consent of Montgomery
    Securities (which consent may be withheld at the sole discretion of
    Montgomery Securities), directly or indirectly, issue, sell, offer,
    contract or grant any option to sell, pledge, transfer or establish an open
    "put equivalent position" within the meaning of Rule 16a-1(h) under the
    Exchange Act, or otherwise dispose of or transfer, or announce the offering
    of, or file any registration statement under the Securities Act in respect
    of, any shares of Common Stock, options or warrants to acquire shares of
    the Common Stock or securities exchangeable or exercisable for or
    convertible into shares of Common Stock (other than as contemplated by this
    Agreement with respect to the Common Shares); provided, however, that the
    Company may issue shares of its Common Stock or options to purchase its
    Common Stock, or Common Stock upon exercise of options, pursuant to any
    stock option, stock bonus or other stock plan or arrangement described in
    the Prospectus.

              (k)         Future Reports to the Underwriters.  During the
    period of five years hereafter the Company will furnish to the Underwriters
    at 600 Montgomery Street, San Francisco, CA 94111 Attention:[____]: (i) as
    soon as practicable after the end of each fiscal year, copies of the Annual
    Report of the Company containing the balance sheet of the Company as of the
    close of such fiscal year and statements of income, Shareholders' equity
    and cash flows for the year then ended and the opinion thereon of the
    Company's independent public or certified public accountants; (ii) as soon
    as practicable after the filing thereof, copies of each proxy statement,
    Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report
    on Form 8-K or other report filed by the Company with the Commission, the
    NASD or any securities exchange; and (iii) as soon as available, copies of
    any report or communication of the Company mailed generally to holders of
    its capital stock.





__________________________________

(2)      Insert the date of the end of the Companys first quarter ending after
         one year following the   effective date of the Registration Statement
         (as defined in Rule 158(c) under the Securities Act).

                                     15

<PAGE>   20
              (l)         Exchange Act Compliance. During the Prospectus
    Delivery Period, the Company will file all documents required to be filed
    with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act in
    the manner and within the time periods required by the Exchange Act.


         B.  COVENANTS OF THE SELLING SHAREHOLDERS.   Each Selling Shareholder
further covenants and agrees with each Underwriter:

              (a)         Agreement Not to Offer or Sell Additional Securities.
    Such Selling Shareholder will not, without the prior written consent of
    Montgomery (which consent may be withheld in its sole discretion), directly
    or indirectly, sell, offer, contract or grant any option to sell (including
    without limitation any short sale), pledge, transfer, establish an open
    "put equivalent position" within the meaning of Rule 16a-1(h) under the
    Exchange Act, or otherwise dispose of any shares of Common Stock, options
    or warrants to acquire shares of Common Stock, or securities exchangeable
    or exercisable for or convertible into shares of Common Stock currently or
    hereafter owned either of record or beneficially (as defined in Rule 13d-3
    under Securities Exchange Act of 1934, as amended) by the undersigned, or
    publicly announce the undersigned's intention to do any of the foregoing,
    for a period commencing on the date hereof and continuing through the close
    of trading on the date 90 days after the date of the Prospectus.

                 (b)      Delivery of Forms W-9.  To deliver to the
    Underwriters prior to the First Closing Date a properly completed and
    executed United States Treasury Department Form W-9.

         Montgomery Securities, on behalf of the several Underwriters, may, in
its sole discretion, waive in writing the performance by the Company or any
Selling Shareholder of any one or more of the foregoing covenants or extend the
time for their performance.


         SECTION 4.  PAYMENT OF EXPENSES.  The Company agrees to pay all costs,
fees and expenses incurred in connection with the performance of their
obligations hereunder and in connection with the transactions contemplated
hereby, including without limitation (i) all expenses incident to the issuance
and delivery of the Common Shares (including all printing and engraving costs),
(ii) all fees and expenses of the registrar and transfer agent of the Common
Stock, (iii) all necessary issue, transfer and other stamp taxes in connection
with the issuance and sale of the Common Shares to the Underwriters, (iv) all
fees and expenses of the Company's counsel, independent public or certified
public accountants and other advisors, (v) all costs and expenses incurred in
connection with the preparation, printing, filing, shipping and distribution of
the Registration Statement (including financial statements, exhibits,
schedules, consents and certificates of experts), each preliminary prospectus
and the Prospectus, and all amendments and supplements thereto, and this
Agreement, (vi) all filing fees, attorneys' fees and expenses incurred by the
Company or the Underwriters in connection with qualifying or registering (or
obtaining exemptions from the qualification or registration of) all or any part
of the Common Shares for offer and sale under the Blue Sky laws, and, if
requested by the Underwriters, preparing and printing a "Blue Sky Survey" or
memorandum, and any supplements thereto, advising the Underwriters of such
qualifications, registrations and exemptions, (vii) the filing fees incident
to, and the reasonable fees and expenses of counsel for the Underwriters in

                                     16

<PAGE>   21
connection with, the NASD's review and approval of the Underwriters'
participation in the offering and distribution of the Common Shares, (viii)
the fees and expenses associated with including the Common Shares on the Nasdaq
National Market, and (ix) all other fees, costs and expenses referred to in
Item 14 of Part II of the Registration Statement.  Except as provided in this
Section 4, Section 6, Section 8 and Section 9 hereof, the Underwriters shall
pay their own expenses, including the fees and disbursements of their counsel.

         The Selling Shareholders further agree with each Underwriter to pay
(directly or by reimbursement) all fees and expenses incident to the
performance of their obligations under this Agreement which are not otherwise
specifically provided for herein, including but not limited to (i) fees and
expenses of counsel and other advisors for such Selling Shareholders (ii) fees
and expenses of the Custodian and (iii) expenses and taxes incident to the sale
and delivery of the Common Shares to be sold by such Selling Shareholders to
the Underwriters hereunder (which taxes, if any, may be deducted by the
Custodian under the provisions of Section 2 of this Agreement).

         This Section 4 shall not affect or modify any separate, valid
agreement relating to the allocation of payment of expenses between the
Company, on the one hand, and the Selling Shareholders, on the other hand.


         SECTION 5.  CONDITIONS OF THE OBLIGATIONS OF THE UNDERWRITERS.  The
obligations of the several Underwriters to purchase and pay for the Common
Shares as provided herein on the First Closing Date and, with respect to the
Optional Common Shares, the Second Closing Date, shall be subject to the
accuracy of the representations and warranties on the part of the Company and
the Selling Shareholders set forth in Sections 1(A) and 1(B) hereof as of the
date hereof and as of the First Closing Date as though then made and, with
respect to the Optional Common Shares, as of the Second Closing Date as though
then made, to the timely performance by the Company and the Selling
Shareholders of their respective covenants and other obligations hereunder, and
to each of the following additional conditions:

              (a)         Accountants' Comfort Letter. On the date hereof, the
    Underwriters shall have received from Ernst & Young LLP, independent public
    or certified public accountants for the Company, a letter dated the date
    hereof addressed to the Underwriters, in form and substance satisfactory to
    the Underwriters, containing statements and information of the type
    ordinarily included in accountant's "comfort letters" to underwriters,
    delivered according to Statement of Auditing Standards No. 72 (or any
    successor bulletin), with respect to the audited and unaudited financial
    statements and certain financial information contained in the Registration
    Statement and the Prospectus (and the Underwriters shall have received
    additional conformed copies of such accountants' letter for each of the
    several Underwriters).

              (b)         Compliance with Registration Requirements; No Stop
    Order; No Objection from NASD. For the period from and after effectiveness
    of this Agreement and prior to the First Closing Date and, with respect to
    the Optional Common Shares, the Second Closing Date:

                   (i)    the Company shall have filed the Prospectus with the
         Commission (including the information required by Rule 430A under the
         Securities Act) in the manner and within the time period required by
         Rule 424(b) under the Securities Act; or the Company shall have filed
         a post-effective amendment to the Registration Statement

                                     17

<PAGE>   22
         containing the information required by such Rule 430A, and such
         post-effective amendment shall have become effective; or, if the
         Company elected to rely upon Rule 434 under the Securities Act and
         obtained the Underwriters' consent thereto, the Company shall have
         filed a Term Sheet with the Commission in the manner and within the
         time period required by such Rule 424(b);

                   (ii)   no stop order suspending the effectiveness of the
         Registration Statement, any Rule 462(b) Registration Statement, or any
         post-effective amendment to the Registration Statement, shall be in
         effect and no proceedings for such purpose shall have been instituted
         or threatened by the Commission; and

                   (iii)  the NASD shall have raised no objection to the
         fairness and reasonableness of the underwriting terms and
         arrangements.

              (c)         No Material Adverse Change or Ratings Agency Change.
    For the period from and after the date of this Agreement and prior to the
    First Closing Date and, with respect to the Optional Common Shares, the
    Second Closing Date:

                   (i)    in the judgment of the Underwriters there shall not
         have occurred any Material Adverse Change; and

                   (ii)   there shall not have occurred any downgrading, nor
         shall any notice have been given of any intended or potential
         downgrading or of any review for a possible change that does not
         indicate the direction of the possible change, in the rating accorded
         any securities of the Company or any of its subsidiaries by any
         "nationally recognized statistical rating organization" as such term
         is defined for purposes of Rule 436(g)(2) under the Securities Act.

              (d)         Opinion of Counsel for the Company.  On each of the
    First Closing Date and the Second Closing Date the Underwriters shall have
    received the favorable opinion of Crouch & Hallett, L.L.P., counsel for the
    Company, dated as of such Closing Date, the form of which is attached as
    Exhibit A (and the Underwriters shall have received additional conformed
    copies of such counsel's legal opinion for each of the several
    Underwriters).

              (e)         Opinion of Counsel for the Underwriters.  On each of
    the First Closing Date and the Second Closing Date the Underwriters shall
    have received the favorable opinion of Fried, Frank, Harris, Shriver &
    Jacobson (a partnership including professional corporations), counsel for
    the Underwriters, dated as of such Closing Date, with respect to the
    matters set forth in paragraphs (i), (vii), (viii), (ix), (x), (xi) and
    (xiii) and the next-to-last paragraph of Exhibit A (and the Underwriters
    shall have received additional conformed copies of such counsel's legal
    opinion for each of the several Underwriters).

              (f)         Officers' Certificate.  On each of the First Closing
    Date and the Second Closing Date the Underwriters shall have received a
    written certificate executed by the Chairman of the Board, Chief Executive
    Officer or President of the Company and the Chief Financial Officer or
    Chief Accounting Officer of the Company, dated as of such Closing Date, to
    the effect set forth in subsections (b)(ii) and (c)(ii) of this Section 5,
    and further to the effect that:

                                     18

<PAGE>   23
                   (i)    for the period from and after the date of this
         Agreement and prior to such Closing Date, there has not occurred any
         Material Adverse Change;

                   (ii)   the representations, warranties and covenants of the
         Company set forth in Section 1(A) of this Agreement are true and
         correct with the same force and effect as though expressly made on and
         as of such Closing Date; and

                   (iii)  the Company has complied with all the agreements and
         satisfied all the conditions on its part to be performed or satisfied
         at or prior to such Closing Date.

             (g)          Bring-down Comfort Letter.  On each of the First
    Closing Date and the Second Closing Date the Underwriters shall have
    received from Ernst & Young LLP, independent public or certified public
    accountants for the Company, a letter dated such date, in form and
    substance satisfactory to the Underwriters, to the effect that they
    reaffirm the statements made in the letter furnished by them pursuant to
    subsection (a) of this Section 5, except that the specified date referred
    to therein for the carrying out of procedures shall be no more than three
    business days prior to the First Closing Date or Second Closing Date, as
    the case may be (and the Underwriters shall have received additional
    conformed copies of such accountants' letter for each of the several
    Underwriters).

              (h)         Opinion of Counsel for the Selling Shareholders.  On
    each of the First Closing Date and the Second Closing Date the Underwriters
    shall have received the favorable opinion of Crouch & Hallett, L.L.P., 
    counsel for the Selling Shareholders, dated as of such Closing Date, the
    form of which is attached as Exhibit B (and the Underwriters shall have
    received additional conformed copies of such counsel's legal opinion for
    each of the several Underwriters).

               (i)        Selling Shareholders' Certificate.  On each of the
    First Closing Date and the Second Closing Date the Underwriters shall
    received a written certificate executed by each Selling Shareholder or its
    Attorney-in- Fact, dated as of such Closing Date, to the effect that:

                   (i)    the representations, warranties and covenants of such
         Selling Shareholder set forth in Section 1(B) of this Agreement are
         true and correct with the same force and effect as though expressly
         made by such Selling Shareholder on and as of such Closing Date; and

                   (ii)   such Selling Shareholder has complied with all the
         agreements and satisfied all the conditions on its part to be
         performed or satisfied at or prior to such Closing Date.

              (j)         Selling Shareholders' Documents. On the date hereof,
    the Company and the Selling Shareholders shall have furnished for review by
    the Underwriters copies of the Powers of Attorney and Custody Agreements
    executed by each of the Selling Shareholders and such further information,
    certificates and documents as the Underwriters may reasonably request.

              (k)         Lock-up Agreement from Certain Shareholders of the
    Company Other than Selling Shareholders.  On the date hereof, the Company
    shall have furnished to the Underwriters an agreement in the form of
    Exhibit C hereto from each director and executive officer of the Company


                                     19

<PAGE>   24
    and such agreement shall be in full force and effect on each of the
    First Closing Date and the Second Closing Date.

              (l)         Additional Documents.  On or before each of the First
    Closing Date and the Second Closing Date, the Underwriters and counsel for
    the Underwriters shall have received such information, documents and
    opinions as they may reasonably require for the purposes of enabling them
    to pass upon the issuance and sale of the Common Shares as contemplated
    herein, or in order to evidence the accuracy of any of the representations
    and warranties, or the satisfaction of any of the conditions or agreements,
    herein contained.

         If any condition specified in this Section 5 is not satisfied when and
as required to be satisfied, this Agreement may be terminated by the
Underwriters by notice to the Company and the Selling Shareholders at any time
on or prior to the First Closing Date and, with respect to the Optional Common
Shares, by notice to the Company at any time prior to the Second Closing Date,
which termination shall be without liability on the part of any party to any
other party, except that Section 4, Section 6, Section 8 and Section  9 shall
at all times be effective and shall survive such termination.


         SECTION 6.  REIMBURSEMENT OF UNDERWRITERS' EXPENSES.  If this
Agreement is terminated by the Underwriters pursuant to Section 5, Section 7,
Section 10, Section 11 or Section 17, or if the sale to the Underwriters of the
Common Shares on the First Closing Date is not consummated because of any
refusal, inability or failure on the part of the Company or the Selling
Shareholders to perform any agreement herein or to comply with any provision
hereof, the Company agrees to reimburse the Underwriters (or such Underwriters
as have terminated this Agreement with respect to themselves), severally, upon
demand for all out-of-pocket expenses that shall have been reasonably incurred
by the Underwriters in connection with the proposed purchase and the offering
and sale of the Common Shares, including but not limited to fees and
disbursements of counsel, printing expenses, travel expenses, postage,
facsimile and telephone charges.


         SECTION 7.  EFFECTIVENESS OF THIS AGREEMENT.

         This Agreement shall not become effective until the later of (i) the
execution of this Agreement by the parties hereto and (ii) notification by the
Commission to the Company and the Underwriters of the effectiveness of the
Registration Statement under the Securities Act.

         Prior to such effectiveness, this Agreement may be terminated by any
party by notice to each of the other parties hereto, and any such termination
shall be without liability on the part of (a) the Company or the Selling
Shareholders to any Underwriter, except that the Company and the Selling
Shareholders shall be obligated to reimburse the expenses of the Underwriters
pursuant to Sections 4 and 6 hereof, (b) of any Underwriter to the Company or
the Selling Shareholders, or (c) of any party hereto to any other party except
that the provisions of Section 8 and Section 9 shall at all times be effective
and shall survive such termination.

                                     20

<PAGE>   25
         SECTION 8.  INDEMNIFICATION.

              (a)          Indemnification of the Underwriters.  The Company
    and each of the Selling Shareholders, jointly and severally, agree to
    indemnify and hold harmless each Underwriter, its officers and employees,
    and each person, if any, who controls any Underwriter within the meaning of
    the Securities Act and the Exchange Act against any loss, claim, damage,
    liability or expense, as incurred, to which such Underwriter or such
    controlling person may become subject, under the Securities Act, the
    Exchange Act or other federal or state statutory law or regulation, or at
    common law or otherwise (including in settlement of any litigation, if such
    settlement is effected with the written consent of the Company), insofar as
    such loss, claim, damage, liability or expense (or actions in respect
    thereof as contemplated below) arises out of or is based (i) upon any
    untrue statement or alleged untrue statement of a material fact contained
    in the Registration Statement, or any amendment thereto, including any
    information deemed to be a part thereof pursuant to Rule 430A or Rule 434
    under the Securities Act, or the omission or alleged omission therefrom of
    a material fact required to be stated therein or necessary to make the
    statements therein not misleading; or (ii) upon any untrue statement or
    alleged untrue statement of a material fact contained in any preliminary
    prospectus or the Prospectus (or any amendment or supplement thereto), or
    the omission or alleged omission therefrom of a material fact necessary in
    order to make the statements therein, in the light of the circumstances
    under which they were made, not misleading; or (iii) in whole or in part
    upon any inaccuracy in the representations and warranties of the Company or
    the Selling Shareholders contained herein; or (iv) in whole or in part upon
    any failure of the Company or the Selling Shareholders to perform their
    respective obligations hereunder or under law; or (v) any act or failure to
    act or any alleged act or failure to act by any Underwriter in connection
    with, or relating in any manner to, the Common Stock or the offering
    contemplated hereby, and which is included as part of or referred to in any
    loss, claim, damage, liability or action arising out of or based upon any
    matter covered by clause (i) or (ii) above, provided that the Company shall
    not be liable under this clause (v) to the extent that a court of competent
    jurisdiction shall have determined by a final judgment that such loss,
    claim, damage, liability or action resulted directly from any such acts or
    failures to act undertaken or omitted to be taken by such Underwriter
    through its gross negligence or willful misconduct; and to reimburse each
    Underwriter and each such controlling person for any and all expenses
    (including the fees and disbursements of counsel chosen by Montgomery
    Securities) as such expenses are reasonably incurred by such Underwriter or
    such controlling person in connection with investigating, defending,
    settling, compromising or paying any such loss, claim, damage, liability,
    expense or action; provided, however, that the foregoing indemnity
    agreement shall not apply to any loss, claim, damage, liability or expense
    to the extent, but only to the extent, arising out of or based upon any
    untrue statement or alleged untrue statement or omission or alleged
    omission made in reliance upon and in conformity with written information
    furnished to the Company and the Selling Shareholders by the Underwriters
    expressly for use in the Registration Statement, any preliminary prospectus
    or the Prospectus (or any amendment or supplement thereto); and provided,
    further, that with respect to any preliminary prospectus, the foregoing
    indemnity agreement shall not inure to the benefit of any Underwriter from
    whom the person asserting any loss, claim, damage, liability or expense
    purchased Common Shares, or any person controlling such Underwriter, if
    copies of the Prospectus were timely delivered to the Underwriter pursuant
    to Section 2 and a copy of the Prospectus (as then amended or supplemented
    if the Company shall have furnished any amendments or supplements thereto)

                                     21

<PAGE>   26
    was not sent or given by or on behalf of such Underwriter to such person,
    if required by law so to have been delivered, at or prior to the written
    confirmation of the sale of the Common Shares to such person, and if the
    Prospectus (as so amended or supplemented) would have cured the defect
    giving rise to such loss, claim, damage, liability or expense; and
    provided, further, that the liability of each Selling Shareholder under the
    foregoing indemnity agreement shall be limited to an amount equal to the
    aggregate initial public offering price of the Common Shares sold by such
    Selling Shareholder, less the underwriting discount, as set forth on the
    front cover page of the Prospectus.  The indemnity agreement set forth in
    this Section 8(a) shall be in addition to any liabilities that the Company
    and the Selling Shareholders may otherwise have.

              (b)         Indemnification of the Company, its Directors and
    Officers.  Each Underwriter agrees, severally and not jointly, to indemnify
    and hold harmless the Company, each of its directors, each of its officers
    who signed the Registration Statement, the Selling Shareholders and each
    person, if any, who controls the Company within the meaning of the
    Securities Act or the Exchange Act, against any loss, claim, damage,
    liability or expense, as incurred, to which the Company, or any such
    director, officer, Selling Shareholder or controlling person may become
    subject, under the Securities Act, the Exchange Act, or other federal or
    state statutory law or regulation, or at common law or otherwise (including
    in settlement of any litigation, if such settlement is effected with the
    written consent of such Underwriter), insofar as such loss, claim, damage,
    liability or expense (or actions in respect thereof as contemplated below)
    arises out of or is based upon any untrue or alleged untrue statement of a
    material fact contained in the Registration Statement, any preliminary
    prospectus or the Prospectus (or any amendment or supplement thereto), or
    arises out of or is based upon the omission or alleged omission to state
    therein a material fact required to be stated therein or necessary to make
    the statements therein not misleading, in each case to the extent, but only
    to the extent, that such untrue statement or alleged untrue statement or
    omission or alleged omission was made in the Registration Statement, any
    preliminary prospectus, the Prospectus (or any amendment or supplement
    thereto), in reliance upon and in conformity with written information
    furnished to the Company and the Selling Shareholders by the Underwriters
    expressly for use therein; and to reimburse the Company, or any such
    director, officer, Selling Shareholder or controlling person for any legal
    and other expense reasonably incurred by the Company, or any such director,
    officer, Selling Shareholder or controlling person in connection with
    investigating, defending, settling, compromising or paying any such loss,
    claim, damage, liability, expense or action.  The Company and each of the
    Selling Shareholders hereby acknowledge that the only information that the
    Underwriters have furnished to the Company and the Selling Shareholders
    expressly for use in the Registration Statement, any preliminary prospectus
    or the Prospectus (or any amendment or supplement thereto) are the
    statements set forth (A) as the last ____ paragraphs on the inside front
    cover page of the Prospectus concerning [stabilization and passive market
    making] by the Underwriters and (B) in the table in the first paragraph and
    as the second paragraph and as the last ____ paragraphs under the caption
    "Underwriting" in the Prospectus; and the Underwriters confirm that such
    statements are correct. The indemnity agreement set forth in this Section
    8(b) shall be in addition to any liabilities that each Underwriter may
    otherwise have.

                                     22

<PAGE>   27
              (c)         Notifications and Other Indemnification Procedures.
    Promptly after receipt by an indemnified party under this Section 8 of
    notice of the commencement of any action, such indemnified party will, if a
    claim in respect thereof is to be made against an indemnifying party under
    this Section 8, notify the indemnifying party in writing of the
    commencement thereof, but the omission so to notify the indemnifying party
    will not relieve it from any liability which it may have to any indemnified
    party for contribution or otherwise than under the indemnity agreement
    contained in this Section 8 or to the extent it is not prejudiced as a
    proximate result of such failure.  In case any such action is brought
    against any indemnified party and such indemnified party seeks or intends
    to seek indemnity from an indemnifying party, the indemnifying party will
    be entitled to participate in, and, to the extent that it shall elect,
    jointly with all other indemnifying parties similarly notified, by written
    notice delivered to the indemnified party promptly after receiving the
    aforesaid notice from such indemnified party, to assume the defense thereof
    with counsel reasonably satisfactory to such indemnified party; provided,
    however, if the defendants in any such action include both the indemnified
    party and the indemnifying party and the indemnified party shall have
    reasonably concluded that a conflict may arise between the positions of the
    indemnifying party and the indemnified party in conducting the defense of
    any such action or that there may be legal defenses available to it and/or
    other indemnified parties which are different from or additional to those
    available to the indemnifying party, the indemnified party or parties shall
    have the right to select separate counsel to assume such legal defenses and
    to otherwise participate in the defense of such action on behalf of such
    indemnified party or parties; provided, however, that the indemnified
    parties shall not have the right to select more than one such separate
    counsel for all indemnified parties unless an indemnified party shall have
    reasonably concluded that there may be a conflict between its position and
    the position of another indemnified party in conducting the defense of any
    such action or that there may be legal defenses available to such
    indemnified party which are different from or additional to those available
    to another indemnified party.  Upon receipt of notice from the indemnifying
    party to such indemnified party of such indemnifying party's election so to
    assume the defense of such action and approval by the indemnified party of
    counsel, the indemnifying party will not be liable to such indemnified
    party under this Section 8 for any legal or other expenses subsequently
    incurred by such indemnified party in connection with the defense thereof
    unless (i) the indemnified party shall have employed separate counsel in
    accordance with the proviso to the next preceding sentence or (ii) the
    indemnifying party shall not have employed counsel satisfactory to the
    indemnified party to represent the indemnified party within a reasonable
    time after notice of commencement of the action, in each of which cases the
    fees and expenses of counsel shall be at the expense of the indemnifying
    party.

             (d)          Settlements.  The indemnifying party under this
   Section 8 shall not be liable for any settlement of any proceeding effected
   without its written consent, but if settled with such consent or if there be
   a final judgment for the plaintiff, the indemnifying party agrees to
   indemnify the indemnified party against any loss, claim, damage, liability
   or expense by reason of such settlement or judgment.  Notwithstanding the
   foregoing sentence, if at any time an indemnified party shall have requested
   an indemnifying party to reimburse the indemnified party for fees and
   expenses of counsel as contemplated by Section 8(c) hereof, the indemnifying
   party agrees that it shall be liable for any settlement of any proceeding
   effected without its written consent if (i) such settlement is entered into
   more than 30 days after receipt by such indemnifying party of the aforesaid
   request and (ii) such indemnifying party shall not have reimbursed the
   indemnified party in accordance with such request prior to the date of

                                     23

<PAGE>   28
   such settlement.  No indemnifying party shall, without the prior written
   consent of the indemnified party, effect any settlement, compromise or
   consent to the entry of judgment in any pending or threatened action, suit
   or proceeding in respect of which any indemnified party is or could have
   been a party and indemnity was or could have been sought hereunder by such
   indemnified party, unless such settlement, compromise or consent includes an
   unconditional release of such indemnified party from all liability on claims
   that are the subject matter of such action, suit or proceeding.


         SECTION 9.  CONTRIBUTION.

         If the indemnification provided for in Section 8 is for any reason
held to be unavailable to or otherwise insufficient to hold harmless an
indemnified party in respect of any losses, claims, damages, liabilities or
expenses referred to therein, then each indemnifying party shall contribute to
the aggregate amount paid or payable by such indemnified party, as incurred, as
a result of any losses, claims, damages, liabilities or expenses referred to
therein (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Selling Shareholders, on the one hand,
and the Underwriters, on the other hand, from the offering of the Common Shares
pursuant to this Agreement or (ii) if the allocation provided by clause (i)
above is not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i) above but
also the relative fault of the Company and the Selling Shareholders, on the one
hand, and the Underwriters, on the other hand, in connection with the
statements or omissions or inaccuracies in the representations and warranties
herein which resulted in such losses, claims, damages, liabilities or expenses,
as well as any other relevant equitable considerations.  The relative benefits
received by the Company and the Selling Shareholders, on the one hand, and the
Underwriters, on the other hand, in connection with the offering of the Common
Shares pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Common Shares
pursuant to this Agreement (before deducting expenses) received by the Company
and the Selling Shareholders, and the total underwriting discount received by
the Underwriters, in each case as set forth on the front cover page of the
Prospectus (or, if Rule 434 under the Securities Act is used, the corresponding
location on the Term Sheet) bear to the aggregate initial public offering price
of the Common Shares as set forth on such cover.  The relative fault of the
Company and the Selling Shareholders, on the one hand, and the Underwriters, on
the other hand, shall be determined by reference to, among other things,
whether any such untrue or alleged untrue statement of a material fact or
omission or alleged omission to state a material fact or any such inaccurate or
alleged inaccurate representation or warranty relates to information supplied
by the Company or the Selling Shareholders, on the one hand, or the
Underwriters, on the other hand, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such statement or
omission.

         The amount paid or payable by a party as a result of the losses,
claims, damages, liabilities and expenses referred to above shall be deemed to
include, subject to the limitations set forth in Section 8(c), any legal or
other fees or expenses reasonably incurred by such party in connection with
investigating or defending any action or claim.  The provisions set forth in
Section 8(c) with respect to notice of commencement of any action shall apply
if a claim for contribution is to be made under this Section 9; provided,
however, that no additional notice shall be required with respect to any action
for which notice has been given under Section 8(c) for purposes of
indemnification.

                                     24

<PAGE>   29
         The Company, the Selling Shareholders and the Underwriters agree that
it would not be just and equitable if contribution pursuant to this Section 9
were determined by pro rata allocation (even if the Underwriters were treated
as one entity for such purpose) or by any other method of allocation which does
not take account of the equitable considerations referred to in this Section 9.

         Notwithstanding the provisions of this Section 9, no Underwriter shall
be required to contribute any amount in excess of the underwriting commissions
received by such Underwriter in connection with the Common Shares underwritten
by it and distributed to the public.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.  The Underwriters' obligations to contribute
pursuant to this Section 9 are several, and not joint, in proportion to their
respective underwriting commitments as set forth opposite their names in
Schedule A.  For purposes of this Section 9, each officer and employee of an
Underwriter and each person, if any, who controls an Underwriter within the
meaning of the Securities Act and the Exchange Act shall have the same rights
to contribution as such Underwriter, and each director of the Company, each
officer of the Company who signed the Registration Statement, and each person,
if any, who controls the Company with the meaning of the Securities Act and the
Exchange Act shall have the same rights to contribution as the Company.

         SECTION 10. DEFAULT OF ONE OR MORE OF THE SEVERAL UNDERWRITERS.  If,
on the First Closing Date or the Second Closing Date, as the case may be, any
one or more of the several Underwriters shall fail or refuse to purchase Common
Shares that it or they have agreed to purchase hereunder on such date, and the
aggregate number of Common Shares which such defaulting Underwriter or
Underwriters agreed but failed or refused to purchase does not exceed 10% of
the aggregate number of the Common Shares to be purchased on such date, the
other Underwriters shall be obligated, severally, in the proportions that the
number of Firm Common Shares set forth opposite their respective names on
Schedule A bears to the aggregate number of Firm Common Shares set forth
opposite the names of all such non-defaulting Underwriters, or in such other
proportions as may be specified by the non-defaulting Underwriters, to purchase
the Common Shares which such defaulting Underwriter or Underwriters agreed but
failed or refused to purchase on such date.  If, on the First Closing Date or
the Second Closing Date, as the case may be, any one or more of the
Underwriters shall fail or refuse to purchase Common Shares and the aggregate
number of Common Shares with respect to which such default occurs exceeds 10%
of the aggregate number of Common Shares to be purchased on such date, and
arrangements satisfactory to the Underwriters and the Company for the purchase
of such Common Shares are not made within 48 hours after such default, this
Agreement shall terminate without liability of any party to any other party
except that the provisions of Section 4, Section 6, Section 8 and Section 9
shall at all times be effective and shall survive such termination.  In any
such case either the Underwriters or the Company shall have the right to
postpone the First Closing Date or the Second Closing Date, as the case may be,
but in no event for longer than seven days in order that the required changes,
if any, to the Registration Statement and the Prospectus or any other documents
or arrangements may be effected.

                                     25

<PAGE>   30
         As used in this Agreement, the term "Underwriter" shall be deemed to
include any person substituted for a defaulting Underwriter under this Section
10.  Any action taken under this Section 10 shall not relieve any defaulting
Underwriter from liability in respect of any default of such Underwriter under
this Agreement.


         SECTION 11. TERMINATION OF THIS AGREEMENT.  Prior to the First Closing
Date this Agreement maybe terminated by the Underwriters by notice given to the
Company and the Selling Shareholders if at any time (i) trading or quotation in
any of the Company's securities shall have been suspended or limited by the
Commission or by the Nasdaq Stock Market, or trading in securities generally on
either the Nasdaq Stock Market or the New York Stock Exchange shall have been
suspended or limited, or minimum or maximum prices shall have been generally
established on any of such stock exchanges by the Commission or the NASD; (ii)
a general banking moratorium shall have been declared by any of federal, New
York, Missouri or California authorities; (iii) there shall have occurred any
outbreak or escalation of national or international hostilities or any crisis
or calamity, or any change in the United States or international financial
markets, or any substantial change or development involving a prospective
substantial change in United States' or international political, financial or
economic conditions, as in the judgment of the Underwriters is material and
adverse and makes it impracticable to market the Common Shares in the manner
and on the terms described in the Prospectus or to enforce contracts for the
sale of securities; (iv) in the judgment of the Underwriters there shall have
occurred any Material Adverse Change; or (v) the Company shall have sustained a
loss by strike, fire, flood, earthquake, accident or other calamity of such
character as in the judgment of the Underwriters may interfere materially with
the conduct of the business and operations of the Company regardless of whether
or not such loss shall have been insured.  Any termination pursuant to this
Section 11 shall be without liability on the part of (a) the Company or the
Selling Shareholders to any Underwriter, except that the Company and the
Selling Shareholders shall be obligated to reimburse the expenses of the
Underwriters pursuant to Sections 4 and 6 hereof, (b) any Underwriter to the
Company or the Selling Shareholders, or (c) of any party hereto to any other
party except that the provisions of Section 8 and Section 9 shall at all times
be effective and shall survive such termination.


         SECTION 12. REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY.  The
respective indemnities, agreements, representations, warranties and other
statements of the Company, of its officers, of the Selling Shareholders and of
the several Underwriters set forth in or made pursuant to this Agreement will
remain in full force and effect, regardless of any investigation made by or on
behalf of any Underwriter or the Company or any of its or their partners,
officers or directors or any controlling person, or the Selling Shareholders,
as the case may be, and will survive delivery of and payment for the Common
Shares sold hereunder and any termination of this Agreement.

                                     26

<PAGE>   31
         SECTION 13 NOTICES.    All communications hereunder shall be in
writing and shall be mailed, hand delivered or telecopied and confirmed to the
parties hereto as follows:

         If to the Underwriters:

                 Montgomery Securities
                 PaineWebber Incorporated
                 Piper Jaffray Inc.
                 c/o Montgomery Securities
                 600 Montgomery Street
                 San Francisco, California  94111
                 Facsimile:  415-249-5558
                 Attention:  Richard A. Smith

            with a copy to:

                 Montgomery Securities
                 600 Montgomery Street
                 San Francisco, California  94111
                 Facsimile:  (415) 249-5553
                 Attention:  David A. Baylor, Esq.

         If to the Company:

                 Dave & Buster's, Inc.
                 2751 Electronic Lane
                 Dallas, Texas  75220
                 Facsimile:  (214) 357-1536
                 Attention:  Alan L. Murray

         If to the Selling Shareholders:

                 [Custodian]
                 [address]
                 Facsimile:  [___]
                 Attention:  [___]

         Any party hereto may change the address for receipt of communications
by giving written notice to the others.


         SECTION 14.  SUCCESSORS.    This Agreement will inure to the benefit
of and be binding upon the parties hereto, including any substitute
Underwriters pursuant to Section 10 hereof, and to the benefit of the
employees, officers and directors and controlling persons referred to in
Section 8 and Section 9, and in each case their respective successors, and
personal representatives, and no other person will have any right or obligation
hereunder.  The term "successors" shall not include any purchaser of the Common
Shares as such from any of the Underwriters merely by reason of such purchase.

                                     27

<PAGE>   32

         SECTION 15.  PARTIAL UNENFORCEABILITY.  The invalidity or
unenforceability of any Section, paragraph or provision of this Agreement shall
not affect the validity or enforceability of any other Section, paragraph or
provision hereof.  If any Section, paragraph or provision of this Agreement is
for any reason determined to be invalid or unenforceable, there shall be deemed
to be made such minor changes (and only such minor changes) as are necessary to
make it valid and enforceable.

         SECTION 16.  GOVERNING LAW PROVISIONS.  THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.


         SECTION 17. FAILURE OF ONE OR MORE OF THE SELLING SHAREHOLDERS TO SELL
AND DELIVER COMMON SHARES.  If one or more of the Selling Shareholders shall
fail to sell and deliver to the Underwriters the Common Shares to be sold and
delivered by such Selling Shareholders at the First Closing Date pursuant to
this Agreement, then the Underwriters may at their option, by written notice
from the Underwriters to the Company and the Selling Shareholders, either (i)
terminate this Agreement without any liability on the part of any Underwriter
or, except as provided in Sections 4, 6, 8 and 9 hereof, the Company or the
Selling Shareholders, or (ii) purchase the shares which the Company and other
Selling Shareholders have agreed to sell and deliver in accordance with the
terms hereof.  If one or more of the Selling Shareholders shall fail to sell
and deliver to the Underwriters the Common Shares to be sold and delivered by
such Selling Shareholders pursuant to this Agreement at the First Closing Date
or the Second Closing Date, then the Underwriters shall have the right, by
written notice from the Underwriters to the Company and the Selling
Shareholders, to postpone the First Closing Date or the Second Closing Date, as
the case may be, but in no event for longer than seven days in order that the
required changes, if any, to the Registration Statement and the Prospectus or
any other documents or arrangements may be effected.


         SECTION 18.  GENERAL PROVISIONS.  This Agreement constitutes the
entire agreement of the parties to this Agreement and supersedes all prior
written or oral and all contemporaneous oral agreements, understandings and
negotiations with respect to the subject matter hereof.  This Agreement may be
executed in two or more counterparts, each one of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument.  This Agreement may not be amended or modified unless in writing by
all of the parties hereto, and no condition herein (express or implied) may be
waived unless waived in writing by each party whom the condition is meant to
benefit.  The Table of Contents and the Section headings herein are for the
convenience of the parties only and shall not affect the construction or
interpretation of this Agreement.

         Each of the parties hereto acknowledges that it is a sophisticated
business person who was adequately represented by counsel during negotiations
regarding the provisions hereof, including, without limitation, the
indemnification provisions of Section 8 and the contribution provisions of
Section 9, and is fully informed regarding said provisions.  Each of the
parties hereto further acknowledges that the provisions of Sections 8 and 9
hereto fairly allocate the

                                     28

<PAGE>   33
risks in light of the ability of the parties to investigate the Company, its
affairs and its business in order to assure that adequate disclosure has been
made in the Registration Statement, any preliminary prospectus and the
Prospectus (and any amendments and supplements thereto), as required by the
Securities Act and the Exchange Act.

                                     29

<PAGE>   34
         If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to the Company and the Custodian the enclosed
copies hereof, whereupon this instrument, along with all counterparts hereof,
shall become a binding agreement in accordance with its terms.

                                                   Very truly yours,

                                                   DAVE & BUSTER'S, INC.



                                                   By:
                                                      ------------------------
                                                              President


                                                   SELLING SHAREHOLDERS
                                                   JAMES W. CORLEY
                                                   DAVID O. CORRIVEAU  


                                                   By:
                                                      ------------------------
                                                           Attorney-in-Fact



         The foregoing Underwriting Agreement is hereby confirmed and accepted
by the Underwriters in San Francisco, California as of the date first above
written.

MONTGOMERY SECURITIES
PAINEWEBBER INCORPORATED
PIPER JAFFRAY INC.



By MONTGOMERY SECURITIES



By:
   ------------------------      
     Richard A. Smith
     Authorized Signatory

                                     30

<PAGE>   35
                                   SCHEDULE A






<TABLE>
<CAPTION>
                                                               NUMBER OF
                                                              FIRM COMMON 
                                                              SHARES TO BE
UNDERWRITERS                                                   PURCHASED
<S>                                                            <C>
Montgomery Securities . . . . . . . . . . . . . . . . . .          [___]
PaineWebber Incorporated. . . . . . . . . . . . . . . . .          [___]
Piper Jaffray Inc.. . . . . . . . . . . . . . . . . . . .          [___]
[___] . . . . . . . . . . . . . . . . . . . . . . . . . .          [___]
[___] . . . . . . . . . . . . . . . . . . . . . . . . . .          [___]

         Total  . . . . . . . . . . . . . . . . . . . . .      2,000,000
</TABLE>




<PAGE>   36
                                   SCHEDULE B





<TABLE>
<CAPTION>
                                                               NUMBER OF                MAXIMUM NUMBER OF
  SELLING SHAREHOLDER                                          FIRM COMMON              OPTIONAL COMMON SHARES
                                                               SHARES                   TO BE SOLD
                                                               TO BE SOLD
 <S>                                                           <C>                      <C>
  David O. Corriveau
  Dave & Buster's, Inc.
  2751 Electronic Lane
  Dallas, Texas  75220
  Facsimile:  (214) 357-1536 . . . . . . . . . . . . . .       100,000                  0
                                                                                         
                                                                                         
  James W. Corley
  Dave & Buster's, Inc.
  2751 Electronic Lane
  Dallas, Texas  75220
  Facsimile:  (214) 357-1536 . . . . . . . . . . . . . .       100,000                  0
                                                                                         
         Total:                                                200,000                  0
</TABLE>


<PAGE>   37
                                                                       EXHIBIT A


The final opinion in draft form should be attached as Exhibit A at the time
this Agreement is executed.

         Opinion of counsel for the Company to be delivered pursuant to Section
5(d) of the Underwriting Agreement.

         References to the Prospectus in this Exhibit A include any supplements
thereto at the Closing Date.

                   (i)    The Company has been duly incorporated and is validly
         existing as a corporation in good standing under the laws of the State
         of Missouri.

                   (ii)   The Company has corporate power and authority to own,
         lease and operate its properties and to conduct its business as
         described in the Prospectus and to enter into and perform its
         obligations under the Underwriting Agreement.

                   (iii)  The Company is duly qualified as a foreign
         corporation to transact business and is in good standing in the State
         of Texas and in each other jurisdiction in which such qualification is
         required, whether by reason of the ownership or leasing of property or
         the conduct of business, except for such jurisdictions (other than the
         State of Texas) where the failure to so qualify or to be in good
         standing would not, individually or in the aggregate, result in a
         Material Adverse Change.

                   (iv)   Each significant subsidiary (as defined in Rule 405
         under the Securities Act), meaning __________, has been duly
         incorporated and is validly existing as a corporation in good standing
         under the laws of the jurisdiction of its incorporation, has corporate
         power and authority to own, lease and operate its properties and to
         conduct its business as described in the Prospectus and, to the best
         knowledge of such counsel, is duly qualified as a foreign corporation
         to transact business and is in good standing in each jurisdiction in
         which such qualification is required (including, with respect to Dave
         & Buster's I, L.P., the State of Texas), whether by reason of the
         ownership or leasing of property or the conduct of business, except
         for such jurisdictions (other than the State of Texas, with respect to
         Dave & Buster's I, L.P.) where the failure to so qualify or to be in
         good standing would not, individually or in the aggregate, result in a
         Material Adverse Change.

                   (v)    All of the issued and outstanding capital stock of
         each such significant subsidiary has been duly authorized and validly
         issued, is fully paid and non-assessable and is owned by the Company,
         directly or through subsidiaries, free and clear of any security
         interest, mortgage, pledge, lien, encumbrance or, to the best
         knowledge of such counsel, any pending or threatened claim.

                   (vi)   The authorized, issued and outstanding capital stock
         of the Company (including the Common Stock) conform to the
         descriptions thereof set forth or incorporated by reference in the
         Prospectus.  All of the outstanding shares of Common Stock (including
         the

                                     A-1

<PAGE>   38
         shares of Common Stock owned by Selling Shareholders) have been duly
         authorized and validly issued, are fully paid and nonassessable and,
         to the best of such counsel's knowledge, have been issued in
         compliance with the registration and qualification requirements of
         federal and state securities laws.  The form of certificate used to
         evidence the Common Stock is in due and proper form and complies  with
         all applicable requirements of the charter and by-laws of the Company
         and the General and Business Corporation Law of the State of Missouri.
         The description (or lack thereof) of the Company's stock option, stock
         bonus and other stock plans or arrangements, and the options or other
         rights granted and exercised thereunder, set forth in the Prospectus
         accurately and fairly presents the information required to be shown
         with respect to such plans, arrangements, options and rights.

                   (vii)  No shareholder of the Company or any other person has
         any preemptive right, right of first refusal or other similar right to
         subscribe for or purchase securities of the Company arising (i) by
         operation of the charter or by-laws of the Company or the General and
         Business Corporation Law of the State of Missouri or (ii)  to the best
         knowledge of such counsel, otherwise.

                   (viii) The Underwriting Agreement has been duly authorized,
         executed and delivered by, and is a valid and binding agreement of,
         the Company, enforceable in accordance with its terms, except as
         rights to indemnification thereunder may be limited by applicable law
         and except as the enforcement thereof may be limited by bankruptcy,
         insolvency, reorganization, moratorium or other similar laws relating
         to or affecting creditors' rights generally or by general equitable
         principles.

                   (ix)   The Common Shares to be purchased by the Underwriters
         from the Company have been duly authorized for issuance and sale
         pursuant to the Underwriting Agreement and, when issued and delivered
         by the Company pursuant to the Underwriting Agreement against payment
         of the consideration set forth therein, will be validly issued, fully
         paid and nonassessable.

                   (x)    Each of the Registration Statement and the Rule
         462(b) Registration Statement, if any, has been declared effective by
         the Commission under the Securities Act.  To the best knowledge of
         such counsel, no stop order suspending the effectiveness of either of
         the Registration Statement or the Rule 462(b) Registration Statement,
         if any, has been issued under the Securities Act and no proceedings
         for such purpose have been instituted or are pending or are
         contemplated or threatened by the Commission.  Any required filing of
         the Prospectus and any supplement thereto pursuant to Rule 424(b)
         under the Securities Act has been made in the manner and within the
         time period required by such Rule 424(b).

                   (xi)   The Registration Statement, including any Rule 462(b)
         Registration Statement, the Prospectus including any document
         incorporated by reference therein, and each amendment or supplement to
         the Registration Statement and the Prospectus including any document
         incorporated by reference therein, as of their respective effective or
         issue dates (other than the financial statements and supporting
         schedules included or incorporated by reference therein or in exhibits
         to or excluded from the Registration Statement, as to which no opinion
         need be rendered) comply as to form in all material respects with the
         applicable requirements of the Securities Act and the Exchange Act.

                                     A-2

<PAGE>   39
                   (xii)  Each document filed pursuant to the Exchange Act
         (other than the financial statements and supporting schedules included
         therein, as to which no opinion need be rendered) and incorporated or
         deemed to be incorporated by reference in the Prospectus complied when
         so filed as to form in all material respects with the Exchange Act;
         and such counsel has no reason to believe that any of such documents,
         when they were so filed, contained an untrue statement of a material
         fact or omitted to state a material fact necessary in order to make
         the statements therein, in the light of the circumstances under which
         they were made when such documents were filed, not misleading.

                   (xiii) The Common Shares have been approved for listing on 
         the Nasdaq National Market.

                   (xiv)  The statements (i) in the Prospectus under the
         caption "Risk Factors--Government Regulations," in the second
         paragraph under the caption "Management's Discussion and Analysis of
         Financial Condition and Results of Operations--Liquidity and Capital
         Resources," under the caption "Business--Intellectual Property," under
         the caption "Business--Government Regulations," under the caption
         "Business--Legal Proceedings" and under the caption "Underwriting" and
         (ii) in Item 15 of the Registration Statement, insofar as such
         statements constitute matters of law, summaries of legal matters, the
         Company's charter or by-law provisions, documents or legal
         proceedings, or legal conclusions, has been reviewed by such counsel
         and fairly present and summarize, in all material respects, the
         matters referred to therein.

                   (xv)   To the best knowledge of such counsel, there are no
         legal or governmental actions, suits or proceedings pending or
         threatened which are required to be disclosed in the Registration 
         Statement, other than those disclosed therein.

                   (xvi)  To the best knowledge of such counsel, there are no
         Existing Instruments required to be described or referred to in the
         Registration Statement or to be filed as exhibits thereto other than
         those described or referred to therein or filed or incorporated by
         reference as exhibits thereto; and the descriptions thereof and
         references thereto are correct in all material respects.

                   (xvii) No consent, approval, authorization or other order
         of, or registration or filing with, any court or other governmental
         authority or agency is required for the Company's execution, delivery
         and performance of the Underwriting Agreement and consummation of the
         transactions contemplated thereby and by the Prospectus, except as
         required under the Securities Act, applicable state securities or blue
         sky laws and from the NASD.

                  (xviii) The execution and delivery of the Underwriting
         Agreement by the Company and the performance by the Company of its
         obligations thereunder (other than performance by the Company of its
         obligations under the indemnification section of the Underwriting
         Agreement, as to which no opinion need be rendered) (i) have been duly
         authorized by all necessary corporate action on the part of the
         Company; (ii) will not result in any violation of the provisions of
         the charter or by-laws of the Company or any subsidiary; (iii) will
         not constitute a breach of, or Default under, or result in the
         creation or imposition of any lien,

                                     A-3

<PAGE>   40
         charge or encumbrance upon any property or assets of the Company or
         any of its subsidiaries pursuant to, (A) the Company's Revolving
         Credit Facility with Texas Commerce Bank National Association, as
         agent, or (B) to the best knowledge of such counsel, any other
         material Existing Instrument; or (iv) to the best knowledge of such
         counsel, will not result in any violation of any law, administrative
         regulation or administrative or court decree applicable to the Company
         or any subsidiary.

                   (xix)  The Company is not, and after receipt of payment for
         the Common Shares will not be, an "investment company" within the
         meaning of Investment Company Act.

                   (xx)   Except as disclosed in the Prospectus, to the best
         knowledge of such counsel, there are no persons with registration or
         other similar rights to have any equity or debt securities registered
         for sale under the Registration Statement or included in the offering
         contemplated by the Underwriting Agreement.

                   (xxi)  To the best knowledge of such counsel, neither the
         Company nor any subsidiary is in violation of its charter or by-laws
         or any law, administrative regulation or administrative or court
         decree applicable to the Company or any subsidiary or is in Default in
         the performance or observance of any obligation, agreement, covenant
         or condition contained in any material Existing Instrument, except in
         each such case for such violations or Defaults as would not,
         individually or in the aggregate, result in a Material Adverse Change.

         In addition, such counsel shall state that they have participated in
conferences with officers and other representatives of the Company,
representatives of the independent public or certified public accountants for
the Company and with representatives of the Underwriters at which the contents
of the Registration Statement and the Prospectus, and any supplements or
amendments thereto, and related matters were discussed and, although such
counsel is not passing upon and does not assume any responsibility for the
accuracy, completeness or fairness of the statements contained in the
Registration Statement or the Prospectus (other than as specified above), and
any supplements or amendments thereto, on the basis of the foregoing, nothing
has come to their attention which would lead them to believe that either the
Registration Statement or any amendments thereto, at the time the Registration
Statement or such amendments became effective, contained an untrue statement of
a material fact or omitted to state a material fact required to be stated
therein or necessary to make the statements therein not misleading or that the
Prospectus, as of its date or at the First Closing Date or the Second Closing
Date, as the case may be, contained an untrue statement of a material fact or
omitted to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading (it being understood that such counsel need express no belief as to
the financial statements or schedules or other financial or statistical data
derived therefrom, included or incorporated by reference in the Registration
Statement or the Prospectus or any amendments or supplements thereto).

         In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the General
Corporation Law of the State of Delaware, the General Corporation Law of the
State of California or the federal law of the United States, to the extent they
deem proper and specified in such opinion, upon the opinion (which shall be
dated the First Closing Date or the Second Closing Date, as the case may be,

                                     A-4

<PAGE>   41
shall be satisfactory in form and substance to the Underwriters, shall
expressly state that the Underwriters may rely on such opinion as if it were
addressed to them and shall be furnished to the Underwriters) of other counsel
of good standing whom they believe to be reliable and who are satisfactory to
counsel for the Underwriters; provided, however, that such counsel shall
further state that they believe that they and the Underwriters are justified in
relying upon such opinion of other counsel, (B) as to matters of fact, to the
extent they deem proper, on certificates of responsible officers of the Company
and public officials, and (C) as to matters set forth in paragraph (xxi) above,
an opinion provided by Alan L. Murray, General Counsel of the Company.


                                  A-5

<PAGE>   42

                                                                       EXHIBIT B


The final opinion in draft form should be attached as Exhibit B at the time
this Agreement is executed.

         The opinion of such counsel pursuant to Section 5(h) shall be rendered
to the Underwriters at the request of the Company and shall so state therein.
References to the Prospectus in this Exhibit B include any supplements thereto
at the Closing Date.

                   (i)    The Underwriting Agreement has been duly authorized,
         executed and delivered by or on behalf of, and is a valid and binding
         agreement of, such Selling Shareholder, enforceable in accordance with
         its terms, except as rights to indemnification thereunder may be
         limited by applicable law and except as the enforcement thereof may be
         limited by bankruptcy, insolvency, reorganization, moratorium or other
         similar laws relating to or affecting creditors' rights generally or
         by general equitable principles.

                   (ii)   The execution and delivery by such Selling
         Shareholder of, and the performance by such Selling Shareholder of its
         obligations under, the Underwriting Agreement and its Custody
         Agreement and its Power of Attorney will not, to the best of such
         counsel's knowledge, violate or contravene any provision of applicable
         law or regulation, or violate, result in a breach of or constitute a
         default under the terms of any agreement or instrument to which such
         Selling Shareholder is a party or by which it is bound, or any
         judgment, order or decree applicable to such Selling Shareholder of
         any court, regulatory body, administrative agency, governmental body
         or arbitrator having jurisdiction over such Selling Shareholder.

                   (iii)  Such Selling Shareholder has good and valid title to
         all of the Common Shares which may be sold by such Selling Shareholder
         under the Underwriting Agreement and has the legal right and power,
         and all authorizations and approvals required to enter into the
         Underwriting Agreement and its Custody Agreement and its Power of
         Attorney, to sell, transfer and deliver all of the Common Shares which
         may sold by such Selling Shareholder under the Underwriting Agreement
         and to comply with its other obligations under the Underwriting
         Agreement, its Custody Agreement and its Power of Attorney.

                   (iv)   Each of the Custody Agreement and Power of Attorney
         of such Selling Shareholder has been duly authorized, executed and
         delivered by such Selling Shareholder and is a valid and binding
         agreement of such Selling Shareholder, enforceable in accordance with
         its terms, except as rights to indemnification thereunder may be
         limited by applicable law and except as the enforcement thereof may be
         limited by bankruptcy, insolvency, reorganization, moratorium or other
         similar laws relating to or affecting creditors' rights generally or
         by general equitable principles.

                   (v)    Assuming that the Underwriters purchase the Common
         Shares which are sold by such Selling Shareholder pursuant to

                                     B-1

<PAGE>   43
         the Underwriting Agreement for value, in good faith and without notice
         of any adverse claim, the delivery of such Common Shares pursuant to
         the Underwriting Agreement will pass good and valid title to such
         Common Shares, free and clear of any security interest, mortgage,
         pledge, lien, encumbrance or other claim.

                   (vi)   To the best of such counsel's knowledge, no consent,
         approval, authorization or other order of, or registration or filing
         with, any court or governmental authority or agency, is required for
         the consummation by such Selling Shareholder of the transactions
         contemplated in the Underwriting Agreement, except as required under
         the Securities Act, applicable state securities or blue sky laws, and
         from the NASD.

         In rendering such opinion, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than the General
Corporation Law of the State of Delaware, the General Corporation Law of the
State of California or the federal law of the United States, to the extent they
deem proper and specified in such opinion, upon the opinion (which shall be
dated the First Closing Date or the Second Closing Date, as the case may be,
shall be satisfactory in form and substance to the Underwriters, shall
expressly state that the Underwriters may rely on such opinion as if it were
addressed to them and shall be furnished to the Underwriters) of other counsel
of good standing whom they believe to be reliable and who are satisfactory to
counsel for the Underwriters; provided, however, that such counsel shall
further state that they believe that they and the Underwriters are justified in
relying upon such opinion of other counsel, and (B) as to matters of fact, to
the extent they deem proper, on certificates of the Selling Shareholders and
public officials.

                                     B-2

<PAGE>   44

                                                                       EXHIBIT C

October __, 1997

Montgomery Securities
PaineWebber Incorporated
Piper Jaffray Inc.
c/o Montgomery Securities
600 Montgomery Street
San Francisco, California 94111

RE:      Dave & Buster's, Inc. (the "Company")

Ladies & Gentlemen:

The undersigned is an owner of record or beneficially of certain shares of
Common Stock of the Company ("Common Stock") or securities convertible into or
exchangeable or exercisable for Common Stock.  The Company proposes to carry
out a public offering of Common Stock (the "Offering") for which you will act
as the underwriters.  The undersigned recognizes that the Offering will be of
benefit to the undersigned and will benefit the Company by, among other things,
raising additional capital for its operations.  The undersigned acknowledges
that you are relying on the representations and agreements of the undersigned
contained in this letter in carrying out the Offering and in entering into
underwriting arrangements with the Company with respect to the Offering.

In consideration of the foregoing, the undersigned hereby agrees that the
undersigned will not, without the prior written consent of Montgomery
Securities (which consent may be withheld in its sole discretion), directly or
indirectly, sell, offer, contract or grant any option to sell (including
without limitation any short sale), pledge, transfer, establish an open "put
equivalent position" within the meaning of Rule 16a-1(h) under the Securities
Exchange Act of 1934, or otherwise dispose of any shares of Common Stock,
options or warrants to acquire shares of Common Stock, or securities
exchangeable or exercisable for or convertible into shares of Common Stock
currently or hereafter owned either of record or beneficially (as defined in
Rule 13d-3 under Securities Exchange Act of 1934, as amended) by the
undersigned, or publicly announce the undersigned's intention to do any of the
foregoing, for a period commencing on the date hereof and continuing through
the close of trading on the date 90 days after the date of the Prospectus. The
undersigned also agrees and consents to the entry of stop transfer instructions
with the Company's transfer agent and registrar against the transfer of shares
of Common Stock or securities convertible into or exchangeable or exercisable
for Common Stock held by the undersigned except in compliance with the
foregoing restrictions.

With respect to the Offering only, the undersigned waives any registration
rights relating to registration under the Securities Act of any Common Stock
owned either of record or beneficially by the undersigned, including any rights
to receive notice of the Offering.

This agreement is irrevocable and will be binding on the undersigned and the
respective successors, heirs, personal representatives, and assigns of the
undersigned.

                                     C-1

<PAGE>   45


- --------------------------------------------
Printed Name of Holder


By:
   -----------------------------------------
   Signature


- --------------------------------------------
Printed Name of Person Signing
(and indicate capacity of person signing if
signing as custodian, trustee, or on behalf
of an entity)

                                     C-2



<PAGE>   1
                                                                    EXHIBIT 5.1


(214) 953-0053


                               September 11, 1997

Dave & Buster's, Inc.
2751 Electronic Lane
Dallas, Texas  75220

Gentlemen:

     We have served as special counsel for Dave & Buster's, Inc., a Missouri
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement"), filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, covering the proposed
public offering of (i) 1,800,000 shares of Common Stock of the Company to be
issued and sold by the Company (the "Primary Shares"), (ii) 200,000 shares of
Common Stock of the Company to be sold by the Selling Stockholders named in the
Registration Statement (the "Selling Stockholder Shares"), and (iii) subject to
the exercise of an over-allotment option, an additional 300,000 shares of the
Common Stock of the Company to be issued and sold by the Company (the
"Over-Allotment Shares"). The Primary Shares and the Over-Allotment Shares are
collectively referred to as the "Company Shares." With respect to the
foregoing, we have examined such documents and questions of law as we have
deemed necessary to render the opinion expressed below. Based upon the
foregoing, we are of the opinion that:

     1. The Company Shares, when sold, issued
 and delivered in the manner and
for the consideration stated in the Prospectus constituting a part of the
Registration Statement and in the Underwriting Agreement described in the
Registration Statement, will be duly and validly authorized, issued and
outstanding and fully paid and nonassessable.

     2. The Selling Stockholder Shares have been duly and validly authorized,
issued and outstanding and are fully paid and nonassessable.

     We consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement and to the use of our name in the Registration Statement and in the
Prospectus included therein under the heading "Legal Matters."



                                        Very truly yours,

                                        /s/  Crouch & Hallett, L.L.P.





<PAGE>   1
                                                                   EXHIBIT 23.1


                        CONSENT OF INDEPENDENT AUDITORS


     We consent to the reference to our firm under the caption "Experts"  in the
Registration Statement (Form S-3, No. 333-00000) and related Prospectus of Dave 
& Buster's, Inc. for the registration of shares of its common stock and to the
incorporation by reference therein of our report dated March 21, 1997 with
respect to the consolidated financial statements of Dave & Buster's Inc.
included in its Annual Report (Form 10-K) for the year ended February 2, 1997
filed with the Securities and Exchange Commission.



September 9,1997                                /s/ ERNST & YOUNG LLP
Dallas, Texas





<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          FEB-01-1998
<PERIOD-END>                               AUG-31-1997
<CASH>                                           1,359
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                      4,870
<CURRENT-ASSETS>                                11,325
<PP&E>                                         111,348
<DEPRECIATION>                                  18,755
<TOTAL-ASSETS>                                 113,486
<CURRENT-LIABILITIES>                            7,506
<BONDS>                                         23,500
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                            73
<OTHER-SE>                                      79,360
<TOTAL-LIABILITY-AND-EQUITY>                   113,486
<SALES>                                         58,303
<TOTAL-REVENUES>                                58,303
<CGS>                                           11,293
<TOTAL-COSTS>                                   40,318
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 480
<INCOME-PRETAX>                                  6,212
<INCOME-TAX>                                     2,422
<INCOME-CONTINUING>                              3,790
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     3,790
<EPS-PRIMARY>                                      .35
<EPS-DILUTED>                                      .35
        

</TABLE>