<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended February 3, 2002        Commission File No.   0-25858

                              DAVE & BUSTER'S, INC.

             (Exact name of registrant as specified in its charter)

Missouri                                                      43-1532756
(State or other jurisdiction of                            (I.R.S. employer
incorporation or organization)                          identification number)

2481 Manana Drive, Dallas, Texas                                75220
(Address of principal executive offices)                      (Zip Code)

                         Registrant's telephone number,
                       Including area code (214) 357-9588

Securities registered pursuant to Section 12(b) of the Act:

                               Title of Each Class
                               -------------------
                          Common Stock, $0.01 par value

Securities registered pursuant to Section 12(g) of the Act:  None


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X  No 
   ---   ---

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulations S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
                             ----

The aggregate market value of the voting stock held by non-affiliates of
registrant at April 17, 2002 was $121,999,320.

The number of shares of common stock outstanding at April 17, 2002 was
13,266,641 shares.



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                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for its annual meeting of
Stockholders on June 11, 2002, are incorporated by reference into Part III
hereof, to the extent indicated herein.


                                     PART I

Item 1.  BUSINESS

         General

         Dave & Buster's, Inc. (the "Company") operates large format,
         high-volume Restaurant/Entertainment Complexes ("Complexes" or
         "Stores") under the Dave & Buster's name. Each Dave & Buster's Complex
         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 large format is designed to promote easy access to, and
         maximize customer crossover 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. As of February 3, 2002, the Company had
         31 stores across the United States. Additionally, the Company licenses
         the Dave & Buster's concept internationally through area licensing
         agreements and as of February 3, 2002, there were two Dave & Buster's
         in operation outside the United States.

         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 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 also
         actively seeks to enhance the popularity of its traditional games, such
         as 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 31,000 square feet to 70,000 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".


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         High Standard of Customer Service. Through intensive personnel
         training, constant monitoring of operations and stringent operational
         controls, the Company strives to maintain a consistently high standard
         of food, beverage, and amusement service throughout each Complex. The
         Company's commitment to customer service is 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 twenty-one years of age must be accompanied
         by a parent or guardian (a person 25 years of age or older who agrees
         to be responsible for the conduct and safety of the underage guest) 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 attracts 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 to 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.

         Attractive Venue for Special Events. Each Dave & Buster's offers
         Special Events Planning for companies and private individuals. The
         varied menu and many amusement opportunities make Dave & Buster's
         attractive locations for groups of between 10 and 2,000. In addition,
         most Dave & Buster's include a Show Room with a stage, audiovisual
         capability and private refreshment area. Dave & Buster's has developed
         innovative packages that combine food, beverage and entertainment
         components and markets these to groups and individuals.

         Restaurant/Entertainment Concept and Menu

         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 crossover 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,
         burgers, steaks, seafood, chicken and an outstanding selection of
         desserts. The menu is updated to reflect current trends and guest
         favorites. It places special emphasis on quality products such as the
         Nebraska Corn Fed Beef program. All steaks and burgers are produced
         under these guidelines, which insures a consistently superior product.
         Other items


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         among our guests' favorites are the Classic BBQ Ribs, the Philly
         Cheesesteak sandwich, Chicken Scallopini and our Grilled Mahi-Mahi. We
         also feature lunch specials with an emphasis on quality food done
         quickly. Sunday brunch in selected locations, and an extensive offering
         of buffets for special events and private parties.

          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 the entire Complex. In addition,
         throughout the restaurant and entertainment areas 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, and the Show Room or other special event rooms which are
         designed for hosting private social parties and business gatherings as
         well as Company sponsored events. 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,
         escapism entertainment through a broad selection of electronic, skill
         and sports-oriented games. The Dave & Buster's Power Card activates all
         the midway games (with the exception of coin action games) and can be
         recharged for additional play. The Power Card enables customers to
         activate games more easily and encourages extended play of games. 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 pricing and promoting of games.

         Attractions within the Million Dollar Midway include fantasy/high
         technology and classic midway entertainment. Fantasy/high-technology
         offerings include simulator games such as formula race cars, off-road
         vehicles, fighter jets and motorcycles; Galaxian Theater, a
         multi-participant, enclosed simulation theater where up to six players
         take part in mock battles with alien invaders; Virtuality, an
         interactive, electronic game designed to simulate an actual battlefield
         environment; Virtual World, a fantasy environment attraction; Iwerks
         Turbo Ride Theater, a 16 to 18 seat motion simulation theater;
         large-screen interactive electronic games; and "The 19th Hole", a
         state-of-the-art golf simulator. The Company also contracts for
         exclusive games designed to build customer loyalty and repeat customer
         visits.

         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 can redeem coupons won from selected games of
         skill for a wide variety of prizes, many of which display the Dave &
         Buster's logo. The prizes include stuffed animals, clothing, and small
         electronic and novelty items.


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         Locations

         As of February 3, 2002, the Company operates the following 31 Complexes
located in 14 states:


<Table>
<Caption>
                                                                Approximate           Owned or
          Location                                  State     Square Footage           Leased
          --------                                  -----     --------------          --------
<S>                                                 <C>       <C>                     <C>
          Dallas (I)                                 TX           40,000               Owned
          Dallas (II)                                TX           31,000               Leased
          Houston                                    TX           53,000               Leased
          Atlanta (I)                                GA           53,000               Leased
          Philadelphia                               PA           70,000               Leased
          Chicago (I)                                IL           50,000               Owned
          Chicago (II)                               IL           55,000               Leased
          Hollywood                                  FL           58,000               Leased
          North Bethesda                             MD           58,000               Leased
          Ontario                                    CA           59,000               Leased
          Cincinnati                                 OH           64,000               Leased
          Denver                                     CO           48,000               Leased
          Utica (suburban Detroit)                   MI           56,000               Leased
          Irvine                                     CA           55,000               Leased
          Rockland County/West Nyack                 NY           48,000               Leased
          Orange                                     CA           58,000               Leased
          Columbus                                   OH           37,500               Owned
          San Antonio                                TX           52,000               Leased
          Atlanta (II)                               GA           58,000               Leased
          St. Louis                                  MO           57,000               Leased
          Austin                                     TX           40,000               Leased
          Jacksonville                               FL           40,500               Owned
          Providence                                 RI           40,500               Leased
          Milpitas (San Jose)                        CA           60,000               Leased
          Westminster (Denver)                       CO           40,000               Leased
          Pittsburgh                                 PA           60,000               Leased
          San Diego                                  CA           48,000               Leased
          Miami                                      FL           59,500               Leased
          Frisco                                     TX           50,000               Leased
          Honolulu                                   HI           44,000               Leased
          Cleveland                                  OH           57,500               Leased
</Table>


         Business Development

         The Company continually seeks to identify and evaluate new locations
         for expansion. The Company signed a 20-year lease for a Complex due to
         open in fiscal 2002 on Long Island, New York and signed a 20-year lease
         for a Complex scheduled to open in fiscal 2004 in Ft. Worth, Texas.

         The Company believes that the location of its Complexes is critical to
         the Company's long-term success. Significant time and resources are
         devoted to analyzing each prospective site. In


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         general, the Company targets high-profile sites within metropolitan
         areas of less than one million people for intermediate-size models and
         at least one million people for mega-size models. The Company carefully
         analyzes 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 mega-size Dave & Buster's ranges from
         approximately $7.5 million to $13.0 million (excluding preopening
         expenses and developer allowances), depending upon the location and
         condition of the premises. For intermediate-size models, the typical
         cost ranges from approximately $6.5 million and $12.5 million
         (excluding pre-opening expenses and developer allowances), depending
         upon the location and condition of the premises. The Company will base
         the decision of owning or leasing a site on the projected unit
         economics and availability of the site for purchase. The Complexes
         opened in 2001 are all leased facilities. Opening a leased facility
         reduces the Company's capital investment in a Complex because the
         Company does not incur land and site improvement costs and may also
         receive a construction allowance from the landlord for improvements.
         The exterior and interior layout of a Dave & Buster's is flexible and
         can be readily adapted to different types of buildings. The Company
         opens Complexes in both new and existing structures, in both urban and
         suburban areas.

         International

         To facilitate international expansion, the Company has elected to
         pursue territorial development and franchise agreements with
         independent franchisees located in various countries outside of the
         United States. Under such agreements, the Company will license the Dave
         & Buster's name and concept for a specified territory in exchange for
         an initial development fee and a commitment to develop a minimum number
         of Complexes. A typical Dave & Buster's development agreement requires
         the developer/franchisee to construct and open 5-7 new Complexes in a
         specified geographic area over a several year period. Once a site is
         identified and approved, the area developer enters into a separate
         license agreement for the individual property and agrees to pay an
         initial license fee and continuing royalties to the Company based on
         the gross revenues of that location. Each license agreement also
         contains strict operating covenants to promote the consistency of the
         menu and entertainment offerings with those of Company-operated
         Complexes. In exchange, the Company provides certain proprietary
         materials and supervisory services to help ensure the quality of the
         Dave & Buster's concept. All costs of building, opening and operating
         the licensed Complexes are borne by the franchisees.

         In October 2001, the Company entered into a development agreement with
         TEP Incorporated (TEP) to license the "Dave & Buster's" name and
         concept in Korea. Under the agreement, TEP has agreed to open five
         Complexes by the year 2009. The license agreement contains strict
         operating covenants to ensure consistency of the menu and entertainment
         offerings with those in the Company operated Complexes.

         In September 2000, the Company entered into a development agreement
         with Grupo Ildomani S. de R.L. de C.V., limited liability company
         ("Grupo Ildomani") to license the "Dave & Buster's" name and concept in
         Mexico. Under this agreement, Grupo Ildomani has agreed to open five
         Complexes by the year 2006. The license agreement contains strict
         operating covenants to ensure consistency of the menu and entertainment
         offerings with those in the Company operated Complexes.


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         In July 2000, the Company entered into a development agreement with
         Al-Mal Entertainment Enterprises, K.C.S. ("Al-Mal") to license the
         "Dave & Buster's" name and concept in the Middle East. Under this
         agreement, Al-Mal has agreed to open six Complexes by the year 2009.
         The license agreement contains strict operating covenants to ensure
         consistency of the menu and entertainment offerings with those in the
         Company operated Complexes.

         In March 1999, the Company entered into a development agreement with
         Funtime Hospitality Corp. ("Funtime") to license the "Dave & Buster's"
         name and concept in Canada. Under this agreement, Funtime opened a
         Complex in Toronto, Ontario in June 2000, and has agreed to open four
         additional Complexes by the year 2005. The license agreement contains
         strict operating covenants to ensure consistency of the menu and
         entertainment offerings with those in the Company operated Complexes.

         In February 1998, the Company entered into a development agreement with
         the TaiMall Development Company ("TaiMall") to license the "Dave &
         Buster's" name and concept in the Pacific Rim. Under this agreement,
         TaiMall opened a Complex in Taipei, Taiwan in December 1999, and has
         agreed to open six additional Complexes in the Pacific Rim by the year
         2006. The license agreement contains strict operating covenants to
         ensure consistency of the menu and entertainment offerings with those
         in the Company operated Complexes.

         In August 1995, the Company entered into a development agreement with a
         subsidiary of Bass Plc ("Bass") to license the "Dave & Buster's" name
         and concept in the United Kingdom. In October 2000, Bass terminated
         this agreement for internal operating reasons and closed the two United
         Kingdom Dave & Buster's locations. In September 1998, the Company
         entered into a license agreement with the SVAG Development Corporation
         ("SVAG") to license the "Dave & Buster's" name and concept in Germany,
         Switzerland and Austria. In March 2001, SVAG terminated this agreement
         due to lack of financing.

         The Company will continue to consider opportunities to license the
         "Dave & Buster's" name and concept to qualified parties in additional
         foreign countries. The Company does not have any current plans to
         invest its own capital in any foreign operations.

         There can be no assurance that these development agreements will be
         completed by the licensees.

         Operations and Management

         The Company's ability to manage a complex operation, that includes both
         high volume restaurants, bars and diverse entertainment attractions, is
         critical to its overall success. The Company strives to maintain
         quality and consistency in each of its Complexes through careful
         training and supervision of personnel and the establishing and adhering
         to high standards relating to personnel performance, food and beverage
         preparation, entertainment productions and equipment, and facilities
         maintenance. The Company believes that it is able to attract and retain
         high quality, experienced restaurant and entertainment management and
         personnel through its competitive compensation and bonus programs and
         its policy of promoting principally from within the Company. Staffing
         levels vary according to the size of the location, but a mega-size Dave
         & Buster's is managed by one general manager, two assistant general
         managers, seven line managers and one business manager.

         In general, each mega-size Dave & Buster's also employs one purchasing
         agent, one amusement manager, one assistant amusement manager, one
         kitchen manager, one or two assistant kitchen managers, and one special
         events sales manager. On average, the Company's current general


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         managers possess approximately four years of experience with the
         Company. The general manager of each Dave & Buster's reports to a
         Regional Operations Director 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, as well as proper operation and
         playing conditions of the Company's entertainment attractions. New
         sales staff and entertainment personnel participate in approximately
         two 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,
         on a periodic basis, test the Company's food, beverage, and service as
         customers without the knowledge of restaurant management or personnel,
         and report their findings to corporate management.

         The Company also participates in a guest satisfaction survey that is
         conducted by a nationally renowned organization. Recent results from
         the fourth quarter 2001 guest survey reflect that Dave & Buster's
         guests overwhelmingly believe Dave & Buster's provides quality service
         and treats them as welcome guests. Overall satisfaction with their Dave
         & Buster's experience is very high, as is the likelihood to return and
         to recommend.

         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, and provides management with
         revenue and inventory data.

         Marketing, Advertising and Promotion

         The Company operates its marketing, advertising, and promotional
         programs through the corporate marketing department with the assistance
         of an external advertising agency, media planning/buying service and a
         national public relations firm.

         The corporate marketing department is also responsible for controlling
         media and production costs. During fiscal 2001, the Company's
         expenditures for advertising and promotions were approximately 3.7% of
         its revenues.

         In order to expand its customer base, the Company focuses marketing
         efforts in three key areas: (1) advertising and system-wide promotions;
         (2) field marketing and local promotions and (3) corporate and group
         customers (special events).

         Advertising and System-wide Promotions. In fiscal 2002, the Company
         will strategically evolve its advertising message in order to increase
         customer counts through increasing party size and utilizing physical
         capacity during off-peak time periods. A new advertising campaign was


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         launched in March 2002 featuring the tag line "It's always a good
         time". This campaign includes television, radio, print and outdoor in
         select markets and is designed to position Dave & Buster's as an
         everyday destination for any combination of food, beverages or
         amusements.

         In addition, quarterly in-store system wide promotions and
         point-of-sale promotions are implemented to increase visit frequency
         and check average.

         Corporate and Group Marketing (Special Events). The Company drives its
         corporate and group sales programs through the business development
         department, which provides direction, training and support to the
         Special Events Managers and their team within each store. Primary focus
         for the Special Events Sales team is to identify and contact
         corporations, associations, organizations and community groups within
         their marketplace for the purposes of booking group events. The Special
         Events Sales teams pursue corporate and social group bookings through a
         variety of sales initiatives including outside sales calls and
         cultivating repeat business. The marketing department supports these
         efforts through promotional materials and advertising. The Company
         develops and maintains a database of corporate and group bookings. Each
         Dave & Buster's location hosts events for many multi-national, national
         and regional businesses. Many of the Company's corporate and group
         customers schedule repeat events.

         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 a 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 company
         would create the possibility for entertainment alternatives, which
         could have a material adverse effect on the Company's business.

         Employees

         At February 3, 2002, the Company employed approximately 7,500 persons,
         approximately 180 of whom served in administrative or executive
         capacities, approximately 550 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 registered the trademark "Dave & Buster's" with the United
         States Patent and Trademark Office and in various foreign countries.
         The Company registered and/or applied for certain additional trademarks
         with the United States Patent and Trademark Office and in various
         foreign countries. The Company considers its tradename and signature
         "bullseye" logo to be an important feature of its goodwill and seeks to
         actively monitor and protect its interest in this property in the
         various jurisdictions where the Company operates.


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         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 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 operations
         and its ability to obtain such a license in other locations.

         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 a given location. To date, the Company has been
         successful in seeking all such regulatory changes.

         The Company is subject to federal and state environmental regulations,
         but these have not had a materially negative effect on the Company's
         operations. More stringent and varied requirements of local and state
         governmental bodies with respect to zoning, land use and environmental
         factors could delay or prevent development of new restaurants in
         particular locations. The Company is subject to the Fair Labor
         Standards Act which governs such matters as minimum wages, overtime and
         other working conditions, along with the American With Disabilities Act
         and various family leave mandates. Although the Company expects
         increases in payroll expenses as a result of federal and state mandated
         increases in the minimum wage, such increases are not expected to be
         material. However, the Company is uncertain of the repercussion, if
         any, on other expenses as vendors are impacted by higher minimum wage
         standards.

         Executive Officers Of The Registrant

         David O. Corriveau, 50, a co-founder of the Dave & Buster's concept in
         1982, has served as Co-Chief Executive Officer and President since June
         1995, and as a director of the Company since May 1995 and as
         Co-Chairman of the Board since February 1996. Mr. Corriveau served as


                                       10

<PAGE>


         President and Chief Executive Officer of D&B Holding (a predecessor of
         the Company) from 1989 through June 1995. From 1982 to 1989, Messrs.
         Corriveau and Corley operated the Company's business.

         James W. Corley, 51, a co-founder of the Dave & Buster's concept in
         1982, has served as Co-Chief Executive Officer and Chief Operating
         Officer since June 1995, and as a director of the Company since May
         1995 and as Co-Chairman of the Board since February 1996. Mr. Corley
         served as Executive Vice President and Chief Operating Officer of D&B
         Holding from 1989 through June 1995. From 1982 to 1989, Messrs. Corley
         and Corriveau operated the Company's business.

         Barry N. Carter, 54, has served as Vice President of Purchasing since
         November 2000 and as Vice President of Store Support since June 1995.
         He served as Vice President and Director of Store Support of D&B
         Holding from November 1994 to June 1995. From 1982 to November 1994, he
         served in operating positions of increasing responsibilities for the
         Company and its predecessors.

         Barbara G. Core, 43, has served as Vice President of Information
         Technology since September 2000 and Assistant Vice President of
         Information Technology since November 1999. She served as Senior
         Director of I.T. from February 1999 to November 1999 and from April
         1998 to February 1999 as PeopleSoft Implementation Team Director. From
         November 1997 to February 1999 she served as Director of I.T. From
         January 1990 to November 1997 she served in operations positions of
         increasing responsibilities for the Company and its predecessors.

         John S. Davis, 45, has served as Vice President, General Counsel and
         Secretary of the Company since April 2001. Mr. Davis served as Vice
         President and General Counsel of Cameron Ashley Building Products,
         Inc., an NYSE-listed building products distributor, from 1994 to 2000
         and as Associate Counsel - Mergers and Acquisitions for Electronic Data
         Systems Corp. (EDS), a technology services firm, from 1990 to 1994.
         Prior to 1990, Mr. Davis was engaged in the private practice of law.

         Nancy J. Duricic, 47, has served as Vice President of Human Resources
         since December 1997. From June 1989 to June 1997, she served in human
         resources positions of increasing responsibilities in other companies,
         most recently as Vice President of Human Resources for Eljer
         Industries, Inc.

         William C. Hammett, Jr., age 55, has served as Vice President, Chief
         Financial Officer of the Company since December 2001. He served has
         Vice Chairman of the Board of Directors of Pegasus Solutions, Inc.
         since March 2001 and as a Director of Pegasus since October 1995. From
         May 1998 to March 2001, he served as Chairman of the Board of Directors
         of Pegasus. From October 1995 to May 1998, he served as Vice Chairman
         of the Board of Directors of Pegasus. From August 1996 through
         September 1997, he served as Senior Vice President and Chief Financial
         Officer of LaQuinta Inns, Inc. From June 1992 through August 1996, he
         served as Senior Vice President, Accounting and Administration of
         LaQuinta Inns, Inc.

         Cory J. Haynes, 41, has served as Vice President of International
         Operations since March, 2000 and as Vice President of Midway Operations
         since July 2001. He served as Vice President of Beverage Operations
         from May 1998 to March 2000, as Vice President, Assistant Director of
         Operations from September 1996 to May 1998, and from January 1996 to
         September 1996, as Corporate Director of Management and Development.
         From 1982 to January 1996, he served in operating positions of
         increasing responsibilities for the Company and its predecessors.


                                       11

<PAGE>


         Deborah Inzer, 51, has served as Vice President of Accounting,
         Controller of the Company since January 2002. She served as Assistant
         Vice President, Assistant Controller from November 2000 to January 2002
         and as Assistant Controller from July 1999 to November 2000. Ms. Inzer
         served as Senior Vice President of Finance at AmBrit Energy Corporation
         from 1989 to 1999.

         Jeffrey A. Jahnke, 47, has served as Vice President of Finance,
         Treasurer of the Company since January 2002. He served as Controller,
         Vice President of Accounting for the Company from January 2000 to
         January 2002. From May 1998 to December 1999 he was a consultant
         primarily in the hospitality business. Mr. Jahnke was employed by
         ClubCorp International, Inc. from 1983 to 1998 in various financial
         positions of increasing responsibilities, his most recent position
         being Vice President of Accounting.

         Vicki L. Johnson, 48, has served as Vice President of Business
         Development since August 2001. Ms Johnson was employed by ClubCorp,
         Inc. from January 1987 to July 2001, in various management, marketing
         and sales positions of increasing responsibilities, her most recent
         position being President, COO of Associate Clubs International, a
         division of ClubCorp and Senior Vice President, ClubCorp, Inc.

         Margo Manning, 37, has served as Vice President of Management
         Development since September 2001 and as Assistant Vice President of
         Team Development from November 1999 to September 2001. From 1991 to
         October 1998, Ms. Manning served in positions of increasing
         responsibilities for the Company and its predecessors.

         Reginald M. Moultrie, 46, has served as Vice President of Amusements
         since January 1999, as Vice President of Games and Merchandising from
         April 1998 to January 1999, and as Director of Amusements from February
         1997 to April 1998. Mr. Moultrie served as Vice President of Sales for
         Skeeball, Inc. from 1993 to 1997.

         Stuart A. Myers, 41, has served as Vice President of Marketing since
         January 2000. From September 1996 to December 1999 he served as Vice
         President of Marketing for Whataburger, Inc. Mr. Myers served as Senior
         Vice President/Restaurant Group Account Director at Levenson & Hill
         Advertising from July 1993 to September 1996.

         R. Lee Pitts, 37, has served as Vice President of Training and New
         Store Openings since September 2000 and as Assistant Vice President and
         Director of Training from March 1998 to September 2000. From 1991 to
         March 1998 Mr. Pitts served in operating positions of increasing
         responsibility for the Company and its predecessors.

         J. Michael Plunkett, 51, has served as Vice President of Kitchen
         Operations since November 2000. He served as Vice President of
         Information Systems from November 1996 to November 2000, as Vice
         President, Director of Training from June 1995 until November 1996 and
         as Vice President and Director of Training of D&B Holding from November
         1994 to June 1995. From 1982 to November 1994, he served in operating
         positions of increasing responsibilities for the Company and its
         predecessors.

         Sterling R. Smith, 49, has served as Vice President of Operations since
         June 1995 and as Vice President and Director of Operations of D&B
         Holding from November 1994 to June 1995. From 1983 to November 1994,
         Mr. Smith served in operating positions of increasing responsibility
         for the Company and its predecessors.

         Bryan L. Spain, 54, has served as Vice President of Real Estate since
         March 1997. From 1993 until joining Dave & Buster's, Mr. Spain managed
         the Real Estate Acquisition and Development


                                       12

<PAGE>


         Program for Incredible Universe and Computer City Divisions of Tandy
         Corporation. In addition, from 1991 to 1993, Mr. Spain served as
         Director, Real Estate Financing for Tandy Corporation.

         Risk Factors

         The Company hereby cautions stockholders, prospective investors in the
         Company and other readers of this report that the following important
         factors, among others, could affect the Company's stock price or cause
         the Company's actual results of operations to differ materially from
         those expressed in any forward-looking statements, oral or written,
         made by or behalf of the Company:

              Our growth depends upon our ability to open new Complexes - The
              Company currently plans to open one Complex in fiscal 2002, and up
              to three in fiscal 2003. Our ability to achieve this expansion
              goal depends upon our access to sufficient capital, locating and
              obtaining appropriate sites, hiring and training additional
              management personnel, and constructing or acquiring, at reasonable
              cost, the necessary improvements and equipment for these
              Complexes. In particular, the capital resources required to
              develop each new Complex are significant. There is no assurance
              that we can complete our planned expansion or that new Complexes
              will perform in a manner consistent with our most recently opened
              Restaurant/Entertainment Complexes or make a positive contribution
              to our operating performance.

              We operate a relatively small number of Complexes - As of February
              3, 2002, the Company operates 31 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 our operating results
              to fluctuate significantly. Due to this relatively small number of
              locations, poor results of operations at any one
              Restaurant/Entertainment Complex could materially affect our
              profitability. Historically, new Restaurant/Entertainment
              Complexes experience a drop in revenues after their first year of
              operation, and we do not expect that in subsequent years, any
              increases in comparable Complex revenues will be meaningful.
              Additionally, because of the substantial up-front financial
              requirements to open new Complexes, the investment risk related to
              any one Restaurant/Entertainment Complex is much larger than that
              associated with most other companies' restaurant or entertainment
              venues.

              Our results of operations are dependent upon consumer
              discretionary spending - Our results of operations are dependent
              upon discretionary spending by consumers, particularly by
              consumers living in communities in which the
              Restaurant/Entertainment Complexes are located. A significant
              weakening in any of the local economies in which we operate may
              cause our customers to curtail discretionary spending which in
              turn could materially affect our profitability.

              We compete against many larger entities - The restaurant and
              entertainment industries are highly competitive. We compete
              against many food and beverage service operations and
              entertainment businesses that are larger and have significantly
              greater financial resources and a greater number of units than we.
              In addition, the legislation of casino gambling in geographic
              areas near any of our Complexes creates the likelihood of an
              additional entertainment alternative, which could have a material
              adverse effect on our business.

              Our operations are subject to many government regulations -
              Various federal, state and local laws and permitting and license
              requirements affect our business. Significant numbers of our


                                       13

<PAGE>


              hourly personnel are paid at rates related to the federal minimum
              wage and, accordingly, legislated increases in the minimum wage
              will increase labor costs at our Complexes. Other governmental
              initiatives such as mandated health insurance, if implemented,
              could adversely affect us and the restaurant industry in general.

              Our results of operations fluctuate in accordance with Complex
              openings and seasonality As a result of the substantial revenues
              associated with each new Restaurant Entertainment Complex, the
              timing of new Complex openings will result in significant
              fluctuations in quarterly results. We also expect seasonality to
              be a factor in our results of operations due to lower third
              quarter revenues in the fall season, and higher fourth quarter
              revenues associated with the year-end holidays.

              Our results of operations are dependent upon the efforts of our
              senior management - Our future success will depend largely on the
              efforts and abilities of our existing senior management,
              particularly David O. "Dave" Corriveau and James W. "Buster"
              Corley, the Co-Chief Executive Officers and founders of our
              business.

              Our common stock price may experience volatility - The market
              price of our Common Stock has fluctuated substantially due to a
              variety of factors, including the quarterly operating results of
              the Company, the results of other restaurant or entertainment
              companies, changes in general economic conditions or the financial
              markets and other factors. 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.


                                       14

<PAGE>



I
tem 2.  PROPERTIES

         As of February 3, 2002, the Company operates a total of 31 Complexes
         located in 14 states. The Company is currently utilizing all available
         land at its owned locations. The Company's real estate leases are with
         unaffiliated third parties except where noted.


<Table>
<Caption>
                                                     Owned or        Lease Expiration     Lease Expiration
           Location                      State    Leased Property          Date           Date with Options
           --------                      -----    ---------------    ----------------     -----------------
<S>                                      <C>      <C>                <C>                  <C>
           Dallas (Corporate HQ)          TX          Leased           October 2021         October 2041
           Dallas (I)                     TX           Owned                 --                   --
           Dallas (II)                    TX          Leased           December 2002        December 2007
           Houston                        TX          Leased          November, 2021        November 2041
           Atlanta (I)                    GA          Leased           December 2021        November 2041
           Philadelphia                   PA          Leased           January 2015*        January 2024
           Chicago (I)                    IL           Owned                 --                   --
           Chicago (II)                   IL          Leased           January 2016         January 2026
           Hollywood                      FL          Leased**          April 2016           April 2031
           North Bethesda                 MD          Leased           January 2018         January 2033
           Ontario                        CA          Leased           January 2018         January 2028
           Cincinnati                     OH          Leased           January 2018         January 2038
           Denver                         CO          Leased           December 2017        December 2032
           Utica                          MI          Leased             June 2018            June 2033
           Irvine                         CA          Leased             July 2018            July 2028
           Rockland County (West          NY          Leased           January 2019         January 2034
           Nyack)
           Orange                         CA          Leased           January 2019         January 2029
           Columbus                       OH           Owned                 --                   --
           San Antonio                    TX          Leased          September 2018       September 2028
           Atlanta (II)                   GA          Leased            March 2019           March 2034
           St. Louis                      MO          Leased             June 2019            June 2034
           Austin                         TX          Leased           December 2019        December 2034
           Jacksonville                   FL           Owned                 --                   --
           Providence                     RI          Leased           December 2019        December 2034
           Milpitas (San Jose)            CA          Leased           January 2021         January 2031
           Westminster (Denver)           CO          Leased           January 2021         January 2031
           Pittsburgh                     PA          Leased             June 2020            June 2055
           San Diego                      CA          Leased           December 2020         April 2055
           Miami                          FL          Leased            March 2021           March 2031
           Frisco                         TX          Leased            August 2021          August 2036
           Honolulu                       HI          Leased           October 2021         October 2036
           Cleveland                      OH          Leased**         November 2021        November 2036
</Table>


         *   The Company also leases additional parking facilities which expires
             January 2014. 

         **  The Company owns the building and leases the real property.

         The Company also leases a 47,000 square foot office building and 30,000
         square foot warehouse facility in Dallas, Texas for use as its
         corporate headquarters and distribution center.


Item 3.  LEGAL PROCEEDINGS.

         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, consumer claims and employment-related claims.
         To date,


                                       15

<PAGE>


         none of such litigation, some of which is covered by insurance, has had
         or is expected to have a material effect on the Company and its
         operations.


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

         There were no matters submitted for a vote of security holders during
         the fourth quarter ended February 3, 2002.


                                     PART II


Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

         The Company's Common Stock traded on the Nasdaq National Market under
         the symbol DANB from June 26, 1995 until June 3, 1999. Since June 4,
         1999, the Company's Common Stock is traded on the New York Stock
         Exchange ("NYSE") under the symbol DAB. The following table summarizes
         the high and low sales prices per share of Common Stock for the
         applicable periods indicated, as reported on the Nasdaq National Market
         and by the NYSE.


<Table>
<Caption>
                                                                         High              Low
                                                                         ----              ---
<S>                                                                     <C>              <C>
                     Fiscal Year 1999
                     First Quarter                                      $23.25           $18.06
                     Second Quarter                                      29.38            20.50
                     Third Quarter                                       26.88             8.75
                     Fourth Quarter                                      10.69             5.06

                     Fiscal Year 2000
                     First Quarter                                      $10.50           $ 6.25
                     Second Quarter                                       7.50             6.00
                     Third Quarter                                        8.88             6.06
                     Fourth Quarter                                      12.25             7.56

                     Fiscal Year 2001
                     First Quarter                                      $10.80           $ 7.75
                     Second Quarter                                       9.15             7.61
                     Third Quarter                                        8.25             5.45
                     Fourth Quarter                                       8.65             6.10
</Table>


         At April 17, 2002, there were 1,943 holders of record of the Common
         Stock.

         The Company has never paid cash dividends on its Common Stock and does
         not currently intend to do so as profits are reinvested into the
         Company to fund future expansion of its restaurant business. Payment of
         dividends in the future will depend upon the Company's growth,
         profitability, financial condition and other factors, which the Board
         of Directors may deem relevant.


                                       16

<PAGE>



Item 6.  SELECTED FINANCIAL DATA.

         The following table sets forth selected consolidated financial data for
         the Company. This data should be read in conjunction with the
         Consolidated Financial Statements of the Company and the Notes thereto
         included in Item 8 hereof and Management's Discussion and Analysis of
         Financial Condition and Results of Operations included in Item 7
         hereof.


<Table>
<Caption>
Income Statement Data                  FISCAL YEAR          2001          2000          1999          1998          1997
                                       -----------                                                                      
                                                             (in thousands, except per share amounts and store data)
<S>                                                        <C>           <C>           <C>           <C>           <C>     
Food and beverage revenues                                 $181,358      $168,085      $121,390      $ 89,378      $  64,703
Amusements and other revenues                               176,651       164,218       125,744        92,906         63,801
                                                           --------      --------      --------      --------      ---------
            Total revenues                                  358,009       332,303       247,134       182,284        128,504

Cost of revenues                                             66,939        61,547        45,720        35,582         24,795
Operating payroll and benefits                              110,478       101,143        76,242        52,206         36,227
Other store operating expenses                              106,971        90,581        65,292        45,862         32,787
General and administrative expenses                          20,653        20,019        14,988        10,579          8,489
Depreciation and amortization expense                        28,693        25,716        19,884        12,163          8,470
Preopening costs                                              4,578         5,331         6,053         4,539          3,246
                                                           --------      --------      --------      --------      ---------
            Total costs and expenses                        338,312       304,337       228,179       160,931        114,014

Operating income                                             19,697        27,966        18,955        21,353         14,490
Interest income (expense), net                               (7,820)       (8,712)       (3,339)          194           (179)
                                                           --------      --------      --------      --------      ---------

Income before provision for income taxes
     and cumulative effect of a change in an
     accounting principle                                    11,877        19,254        15,616        21,547         14,311
Provision for income taxes                                    4,299         7,009         5,724         7,969          5,414
                                                           --------      --------      --------      --------      ---------
Income before cumulative effect of a
     change in an accounting principle                        7,578        12,245         9,892        13,578          8,897
Cumulative effect of a change in an
     accounting principle, net of income
     tax benefit of $2,928                                       --            --         4,687            --             --
                                                           --------      --------      --------      --------      ---------

            Net income                                     $  7,578      $ 12,245      $  5,205      $ 13,578      $   8,897

Net income per share - basic
     Before cumulative effect of a change in
          an accounting principle                          $    .58      $    .95      $    .76      $   1.04      $     .77
     Cumulative effect of a change in an
          accounting principle                                   --            --           .36            --             --
                                                           --------      --------      --------      --------      ---------
                                                           $    .58      $    .95      $    .40      $   1.04      $     .77

Net income per share - diluted
     Before cumulative effect of a change in
          an accounting principle                          $    .58      $    .94      $    .75      $   1.03      $     .76
     Cumulative effect of a change in an
          accounting principle                                   --            --           .36            --             --
                                                           --------      --------      --------      --------      ---------
                                                           $    .58      $    .94      $    .39      $   1.03      $     .76

Weighted average shares outstanding
     Basic                                                   12,956        12,953        13,054        13,053         11,532
     Diluted                                                 13,016        12,986        13,214        13,246         11,711

Balance Sheet Data
Working capital                                            $ (4,478)      $ 5,126       $ 8,957       $ 8,220      $  26,408
Total assets                                                309,134       303,875       268,184       216,592        158,989
Long-term obligations                                        84,896       103,860        91,000        42,500         12,000
Stockholders' equity                                        170,146       162,387       149,899       145,502        133,356

Number of Complexes Open at End of Period
Company operated                                                 31            27            23            17             12
</Table>



                                       17

<PAGE>



Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (DOLLARS IN THOUSANDS)


         Management's Discussion and Analysis of Financial Condition and Results
         of Operations discusses our consolidated financial statements, which
         have been prepared in accordance with generally accepted accounting
         principles. The preparation of these financial statements requires
         management to make certain estimates and assumptions that affect the
         amounts reported in the financial statements and accompanying notes. On
         an ongoing basis, management evaluates its estimates and judgements,
         including those that relate to depreciable lives, goodwill and debt
         covenants. The estimates and judgements made by management are based on
         historical data and on various other factors believed to be reasonable
         under the circumstances.

         Management believes the following critical accounting policies, among
         others, affect its more significant judgements and estimates used in
         the preparation of its consolidated financial statements.

         Depreciable lives - expenditures for new facilities and those which
         substantially increase the useful lives of the property, including
         interest during construction, are capitalized along with equipment
         purchases at cost. These costs are depreciated over various methods
         based on an estimate of the depreciable life, resulting in a charge to
         the operating results of the Company. The actual results may differ
         from these estimates under different assumptions or conditions. The
         depreciable lives are as follows:


<Table>
<S>                                                                    <C>
         Property and Equipment
                     Games                                             5 years
                     Buildings                                         40 years
                     Furniture, fixtures and equipment                 5 to 10 years
                     Leasehold and building improvements               Shorter of 20 years or lease life
         Intangible Assets
                     Trademarks                                        Over statutory lives
                     Lease Rights                                      Over remaining lease term
</Table>


         Goodwill - is being amortized over 30 years. Whenever there is an
         indication of impairment, the Company evaluates the recoverability of
         goodwill using future undiscounted cash flows. Any resulting impairment
         loss could have a material adverse impact on our financial condition
         and results of operations, however an impairment charge was not
         considered necessary under FAS 121 as of February 3, 2002.

         In June 2001, the Financial Accounting Standards Board issued
         Statements of Financial Accounting Standards No. 141, Business
         Combinations and No. 142, Goodwill and Other Intangible Assets
         ("Statements"), effective for fiscal years beginning after December 15,
         2001. Under the new rules, goodwill and intangible assets deemed to
         have indefinite lives will no longer be amortized but will be subject
         to annual impairment tests in accordance with the Statements. Other
         intangible assets will continue to be amortized over their useful
         lives.

         The Company will apply the new standards on accounting for goodwill and
         other intangible assets beginning in the first quarter of 2002.
         Application of the nonamortization provisions of the Statements is
         expected to result in an increase in income before tax of $349 ($.03
         per diluted share) in 2002 as a result of nonamortization of existing
         goodwill. During the first quarter 2002, the Company will perform the
         required impairment test of goodwill as of February 3, 2002. Based on
         current analysis, the Company will record an expense to "Cumulative
         effect of a change


                                       18

<PAGE>


         in accounting principle" of $4,541 net of income tax benefit of $2,555
         ($.35 per diluted share), upon the adoption of the new standard.

         Debt Covenants - of the Company's facility agreement require compliance
         with certain financial covenants including a minimum consolidated
         tangible net worth level, maximum leverage ratio, minimum fixed charge
         coverage and maximum level of capital expenditures. The Company was in
         compliance with the covenants for the fiscal year ended February 3,
         2002. The Company believes the results of operations for the fiscal
         year ending February 2, 2003 and thereafter would enable us to remain
         in compliance with the existing covenants absent any material negative
         event affecting the U.S. economy as a whole. However, the Company's
         expectations of future operating results and continued compliance with
         the debt covenants cannot be assured and our lenders' actions are not
         controllable by us. If the projections of future operating results are
         not achieved and the debt is placed in default, the Company would
         experience a material adverse impact on our reported financial position
         and results of operations.


         FISCAL  2001 COMPARED TO FISCAL  2000

         Total revenues increased to $358,009 for fiscal 2001 from $332,303 for
         fiscal 2000, an increase of $25,706 or 7.7%. New stores opened in
         fiscal 2001 increased revenues by $28,431. Revenues from comparable
         stores decreased by 2.8% in fiscal 2001. The decrease in comparable
         stores revenues is primarily attributed to the attack on New York and
         Washington, D.C. on September 11th resulting in a decline in corporate
         events of 15.4%. Total revenues from licensing agreements were $537.

         Costs of revenues increased to $66,939 for fiscal 2001 from $61,547 for
         fiscal 2000, an increase of $5,392 or 8.8%. The increase was
         principally attributed to opening four new stores during the year. As a
         percentage of revenues, cost of revenues were up .2% to 18.7% for
         fiscal 2001 versus 18.5% in fiscal 2000 due to freight costs and higher
         amusement costs associated with redemption, offset by lower food costs.

         Operating payroll and benefits increased to $110,478 for fiscal 2001
         from $101,143 for fiscal 2000, an increase of $9,335 or 9.2%. As a
         percentage of revenue, operating payroll and benefits were 30.9% in
         fiscal 2001 up .5% from 30.4% in fiscal 2000 due to higher store fixed
         labor and benefits.

         Other store operating expenses increased to $106,971 for fiscal 2001
         from $90,581 for fiscal 2000, an increase of $16,390 or 18.1%. As a
         percentage of revenues, other store operating expenses were 29.9% in
         fiscal 2001 as compared to 27.3% in fiscal 2000. The increase in other
         store operating expenses is due to increases in utilities, marketing
         and occupancy costs.

         General and administrative expenses increased to $20,653 in fiscal 2001
         from $20,019 for fiscal 2000, an increase of $634 or 3.2%. As a
         percentage of revenues, general and administrative expenses for fiscal
         2001 were 5.8% and 6.0% for fiscal 2000.

         Depreciation and amortization expense increased $2,977 to $28,693 in
         fiscal 2001 from $25,716 in fiscal 2000. As a percentage of revenues,
         depreciation and amortization increased to 8.0% from 7.7% for the
         comparable period due to new store openings.

         Preopening costs decreased to $4,578 for fiscal 2001 from $5,331 for
         fiscal 2000, a decrease of $753 or 14.1%. As a percentage of revenues,
         preopening costs were 1.3% for fiscal 2001 as compared to 1.6% for
         fiscal 2000. This decrease is due to timing of store openings and only
         one store scheduled to open in fiscal 2002.


                                       19

<PAGE>


         Interest expense-net decreased to $7,820 for fiscal 2001 from $8,712
         for fiscal 2000. The decrease was due to lower interest rates in fiscal
         year 2001.

         The effective tax rate for fiscal 2001 was 36.2% as compared to 36.4%
         for fiscal 2000 and was the result of a lower effective state tax rate.



         FISCAL  2000 COMPARED TO FISCAL 1999


         Total revenues increased to $332,303 for fiscal 2000 from $247,134 for
         fiscal 1999, an increase of $85,169 or 34%. New stores opened in fiscal
         2000 and in fiscal 1999 accounted for 91% of the increase. Revenues at
         comparable stores increased 3.6% for fiscal 2000. Increases in revenues
         were also attributable to a 2% overall price increase and a higher
         average guest check. Total revenues for fiscal 2000 from licensing
         agreements were $966.

         Cost of revenues increased to $61,547 for fiscal 2000 from $45,720 for
         fiscal 1999, an increase of $15,827 or 35%. The increase was
         principally attributable to the 34% increase in revenues. As a
         percentage of revenues, cost of revenues were the same for fiscal 2000
         and fiscal 1999 at 18.5%.

         Operating payroll and benefits increased to $101,143 for fiscal 2000
         from $76,242 for fiscal 1999, an increase of $24,901 or 33%. As a
         percentage of revenue, operating payroll and benefits decreased to
         30.4% in fiscal 2000 from 30.9% in fiscal 1999 due to lower fixed labor
         costs, taxes and benefits offset by higher variable labor costs.

         Other store operating expenses increased to $90,581 for fiscal 2000
         from $65,292 for fiscal 1999, an increase of $25,289 or 39%. As a
         percentage of revenues, other store operating expenses were 27.3% of
         revenues in fiscal 2000 as compared to 26.4% of revenues in fiscal
         1999. Other store operating expenses were higher due to higher
         marketing costs associated with the Company's 2000 marketing campaign.

         General and administrative expenses increased to $20,019 for fiscal
         2000 from $14,988 for fiscal 1999, an increase of $5,031 or 34%. The
         increase over the prior comparable period resulted from 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 decreased
         to 6.0% in fiscal year 2000 from 6.1% in fiscal year 1999.

         Depreciation and amortization expense increased to $25,716 for fiscal
         2000 from $19,884 for fiscal 1999, an increase of $5,832 or 29%. The
         increase was attributable to new stores opened in fiscal 2000 and in
         fiscal 1999. As a percentage of revenues, depreciation and amortization
         decreased to 7.7% from 8.0% for the comparable prior period.

         Preopening costs decreased to $5,331 for fiscal 2000 from $6,053 for
         fiscal 1999, a decrease of $722 or 12%. As a percentage of revenues,
         preopening costs were 1.6% for fiscal 2000 as compared to 2.4% for
         fiscal 1999. This decrease was due to the lesser number of new stores
         opened in 2000 compared to 1999.

         Interest expense - net increased to $8,712 for fiscal 2000 from $3,339
         for fiscal 1999. The increase was due to a higher average debt balance
         and higher interest rates in 2000 versus 1999.


                                       20

<PAGE>


         The effective tax rate for fiscal year 2000 was 36.4% as compared to
         36.7% for fiscal year 1999 and was the result of a lower effective
         state tax rate.


         LIQUIDITY AND CAPITAL RESOURCES

         Net cash provided by operating activities increased to $44,917 in 2001
         compared to $36,678 in 2000 and $24,940 in 1999. Operating cash flows
         in 2001 increased primarily due to the timing of accounts payable
         disbursements. The increase in 2000 was attributable to improvement in
         profitability and timing of operational receipts and payments.

         Cash used in investing activities was $25,727 in 2001 and $53,574 in
         2000 compared to $73,798 in 1999. All investing expenditures are
         related to opening of new stores and normal recurring maintenance at
         previously existing stores.

         Financing activities provided cash of $47,440 in 1999 and $16,984 in
         2000 compared to a use of cash of $17,407 in 2001. Net use of cash by
         financing activities in 2001 was directly attributed to repayment of
         long-term debt of $41,648 offset by borrowings from long-term debt of
         $24,060. Net cash provided by financing activities in 2000 and 1999 was
         due to borrowings under long-term debt exceeding any repayments during
         each year.

         The Company has a $110,000 senior secured revolving credit and term
         loan facility. The facility includes a five-year revolver and five and
         seven-year term debt. The facility agreement calls for quarterly
         payments of principal on the term debt through maturity. Borrowing
         under the facility bears interest at a floating rate based on LIBOR
         (1.77% at February 3, 2002) or, at the Company's option, the bank's
         prime rate (4.75% at February 3, 2002) plus, in each case, a margin
         based upon financial performance. The facility is secured by all assets
         of the Company. The facility has certain financial covenants including
         a minimum consolidated tangible net worth level, a maximum leverage
         ratio, minimum fixed charge coverage and maximum level of capital
         expenditures. On November 19, 2001, the Company amended the facility to
         allow proceeds from sale/leaseback transactions to be applied to both
         the revolving credit and the term loans for a limited period. At
         February 3, 2002, $5,208 was available under this facility.

         The Company has entered into an agreement that expires in 2007, to
         change a portion of its variable rate debt to fixed-rate debt. Notional
         amounts aggregating $51,255 are fixed at 5.44%. The Company is exposed
         to credit losses for periodic settlements of amounts due under the
         agreements if LIBOR decreases. A charge of $858 to interest expense was
         incurred in fiscal 2001 under the agreement.

         The market risks associated with the agreements are mitigated because
         increased interest payments under the agreement resulting from
         reductions in LIBOR are effectively offset by a reduction in interest
         expense under the debt obligation.

         The Company plans to open one new store during the fiscal year ended
         February 2, 2003. The preopening and construction costs of the new
         store will be provided from internal cash flow. Subsequent to the
         fiscal year ending February 2, 2003, the Company intends to open up to
         three stores per year, if adequate external financing can be secured to
         supplement internally generated cash flow.


                                       21

<PAGE>


         SALE/LEASEBACK TRANSACTIONS

         During the year ended February 3, 2002, the Company completed the
         sale/leaseback of two stores (Atlanta and Houston) and the corporate
         headquarters in Dallas. Cash proceeds of $18,474 were received along
         with $5,150 in twenty year interest bearing notes receivable at 7-7.5%.
         The locations were sold to non-affiliated entities. No revenue or
         profit was recorded at the time of the transaction.

         Upon execution of the sale/leaseback transactions, property costs of
         $27,360 and accumulated depreciation of $3,832 were removed from the
         Company's books resulting in a loss of $272 which was recognized in
         2001 and a gain of $713 on one facility being amortized over the term
         of the operating lease.

         Future operating lease obligations under the lease agreements are as
         follows: $2,917 in 2002, $2,957 in 2003, $2,997 in 2004, $3,037 in
         2005, $3,078 in 2006 and $50,976 thereafter. Future minimum note
         payments and interest income associated with the sale/leasebacks at
         Houston and Atlanta are as follows: $488 in 2002, $488 in 2003, $488 in
         2004, $488 in 2005 and $7,782 thereafter.


         CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

          The following tables set forth the Company's contractual obligations
          and commercial commitments (in thousands):


<Table>
<Caption>
                                                     Payments Due by Period
                                          ---------------------------------------------
Contractual Obligations                   1 Year        2-3         4-5        After 5
                             Total        or less      Years       Years        Years
                           ---------      -------     -------     -------     ---------
<S>                        <C>            <C>         <C>         <C>         <C>      
Long-term debt             $  90,396      $ 5,500     $19,700     $54,653     $  10,543
Operating leases             344,633       19,474      37,614      36,566       250,979
Operating leases under
     sale/leaseback           65,964        2,917       5,953       6,115        50,979
transactions
                           ---------      -------     -------     -------     ---------
Total                      $ 500,993      $27,891     $63,267     $97,334     $ 312,501
</Table>




<Table>
<Caption>
                                           Amount of Commitment Expiration Per Period
                                          -------------------------------------------
Other Commercial Commitments               1 Year          2-3         4-5    After 5
                                   Total  or less         Years       Years    Years
                                   -----  --------        -----       -----   -------
<S>                                <C>    <C>             <C>         <C>     <C>    
Letters of Credit                  $ 940  $    940        $  --       $  --   $    --
</Table>




         QUARTERLY FLUCTUATIONS, SEASONALITY, AND INFLATION

         As a result of the substantial revenues associated with each new
         Complex, the timing of new 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 fall season,
         and expects higher fourth quarter revenues associated with the year-end
         holidays. The effects of supplier price increases are not expected to
         be material. The Company believes low inflation rates in its market
         areas have contributed to stable food and labor costs in recent years.
         However, there is no assurance that low inflation rates will continue
         or that the Federal minimum wage rate will not increase.


                                       22

<PAGE>


         MARKET RISK

         The Company's market risk exposure relates to changes in the general
         level of interest rates. The Company's earnings are affected by changes
         in interest rates due to the impact those changes have on its interest
         expense from variable-rate debt. The Company's agreement to fix a
         portion of its variable-rate debt mitigates this exposure.


         "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
         ACT OF 1995

         Certain statements in this Annual Report are not based on historical
         facts but are "forward-looking statements" that are based on numerous
         assumptions made as of the date of this report. Forward looking
         statements are generally identified by the words "believes", "expects",
         "intends", "anticipates", "scheduled", and similar expressions. Such
         forward-looking statements involve known and unknown risks,
         uncertainties, and other factors which may cause the actual results,
         performance, or achievements of Dave & Buster's, Inc. 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; availability of capital; locations and terms
         of sites for Complex development; quality of management; changes in, or
         the failure to comply with, government regulations; and other risks
         indicated in this filing.


I
tem 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company's market risk exposure relates to changes in the general
         level of interest rates. The Company's earnings are affected by changes
         in interest rates due to the impact those changes have on its interest
         expense from variable-rate debt. The Company's agreement to fix a
         portion of its variable-rate debt mitigates this exposure.


Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         See Item 14(a)(1).


Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE.

         None.


                                    PART III


Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The information set under the caption "Director and Nominee
         Information" appearing in the Company's Proxy Statement for the Annual
         Meeting of Stockholders to be held on June, 11, 2002 is incorporated
         herein by reference. Certain information with respect to the executive
         officers of the Company is included in Part I hereof under the caption
         "Executive Officers of the Registrant".


                                       23

<PAGE>



Item 11.  EXECUTIVE COMPENSATION

          The information set under the captions "Summary of Executive
          Compensation" and "Director Compensation" appearing in the Company's
          Proxy Statement for the Annual Meeting of Stockholders to be held on
          June 11, 2002 is incorporated herein by reference.


Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

          The information set under the caption "Beneficial Ownership of Common
          Stock" appearing in the Company's Proxy Statement for the Annual
          Meeting of Stockholders to be held on June 11, 2002 is incorporated
          herein by reference.


Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

          The information set under the captions "Compensation Committee
          Interlocks and Insider Participation" and "Certain Transactions"
          appearing in the Company's Proxy Statement for the Annual Meeting of
          Stockholders to be held on June 11, 2002 is incorporated herein by
          reference.


                                     PART IV


Item 14   EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K


<Table>
<S>                                                                                             <C>
          (a)(1) Financial Statements                                                                  Page

                 Consolidated Balance Sheets -
                        February 3, 2002 and February 4, 2001                                          F-1

                 Consolidated Statement of Income -
                        Fiscal years ended February 3, 2002, February 4, 2001
                        and January 30 ,2002.                                                          F-2

                 Consolidated Statements of Stockholders' Equity - Fiscal years
                        ended February 3, 2002, February 4, 2001
                        and January 30, 2000                                                           F-3

                 Consolidated Statements of Cash Flows -
                        Fiscal years ended February 2, 2002, February 4, 2001
                        and January 30, 2000                                                           F-4

                 Notes to Consolidated Financial Statements                                    F-5 through F-11

                 Report of Independent Auditors                                                       F-12
</Table>


          (a)(2) Financial Statement

                 All schedules are omitted as the required information is
                 inapplicable or the information is presented in the financial
                 statements or related notes.

          (a)(3) Exhibits incorporated by reference or filed with this Report

                 The exhibits listed below are filled with or incorporated by
                 reference into this Annual Report on Form 10K. Exhibits
                 denominated with numbered footnotes are incorporated


                                       24

<PAGE>


                 by reference to the other filings with the Commission set
                 forth below. Unless otherwise indicated, the exhibit number
                 below corresponds to the exhibit number incorporated by
                 reference. ITEMS LISTED IN BOLDFACE ARE MANAGEMENT CONTRACTS
                 OR COMPENSATORY PLANS OR ARRANGEMENTS REQUIRED TO BE FILED
                 PURSUANT TO ITEM 14(c) OF THIS REPORT.

                 3.1      Restated Articles of Incorporation of the Company. (1)

                 3.2      Bylaws of the Company. (1)

                 10.1     Revolving Credit and Term Loan Agreement, dated June
                          30, 2000, among the Company and its subsidiaries,
                          Fleet National Bank (as agent) and the financial
                          institutions named therein. (2)

                 10.1.1   Amendment No. 1 to Revolving Credit and Term Loan
                          Agreement dated May 31, 2001 by and among the Company
                          and its subsidiaries, Fleet National Bank (as agent)
                          and the financial institutions named therein. (7)

                 10.1.2   Amendment No. 2 to Revolving Credit and Term Loan
                          Agreement dated November 19, 2001 by and among the
                          Company and its subsidiaries, Fleet National Bank (as
                          agent) and the financial institutions names therein.
                          (8)

                 10.2 - 10.6 Intentionally omitted.

                 10.7     Rights Agreement between the Company and Rights Agent,
                          dated June 16, 1995. (1)

                 10.8     1995 STOCK OPTION PLAN (AS AMENDED AND RESTATED APRIL
                          26, 2000). (3)

                 10.9     STOCK OPTION PLAN FOR OUTSIDE DIRECTORS. (4)

                 10.11    EMPLOYMENT AND EXECUTIVE RETENTION AGREEMENTS FOR
                          CO-CHIEF EXECUTIVE OFFICERS, DATED JUNE 16, 1995. (5)

                 10.12    FORM OF INDEMNITY AGREEMENTS WITH EXECUTIVE OFFICERS
                          AND DIRECTORS. (6)

                 10.13    Intentionally Omitted.

                 10.14    EXECUTIVE RETENTION AGREEMENT FOR STERLING R. SMITH
                          DATED JUNE 11, 2001 (8)

                 10.15    Intentionally Omitted.

                 10.16    Agreement of Sale and Purchase dated October 1, 2001
                          between the Company, as seller, and General Electric
                          Capital, Business Asset Funding Corporation, as
                          purchaser, for the Company's corporate headquarters in
                          Dallas, Texas. (8)

                 10.17    Lease Agreement dated October 1, 2001 between General
                          Electric Capital Business Asset Funding Corporation,
                          as landlord, and the Company, as tenant for the
                          Company's corporate headquarters in Dallas, Texas. (8)


                                       25

<PAGE>


                 10.18    Agreement of Sale and Purchase dated November 12, 2001
                          between D&B Realty Holding, Inc., as seller and KAZA
                          I, Ltd. As purchaser for Houston, Texas property. (9)

                 10.19    Lease Agreement dated December 14, 2001 between KAZA I
                          L.P. as landlord, and Dave & Buster's I, L.P. as
                          tenant for Houston, Texas property. (9)

                 10.20    Agreement of Sale and Purchase dated as of December
                          17, 2001 between D&B Realty Holding, Inc., as seller,
                          and Landfair, LLC as purchaser for Marietta, Georgia
                          property. (9)

                 10.21    Lease Agreement dated December 17, 2001 between
                          Landfair LLC, as landlord, and Dave & Buster's I,
                          L.P., as tenant, for Marietta, Georgia property. (9)

                 10.22    EXECUTIVE RETENTION AGREEMENT DATED JUNE 7, 2001
                          BETWEEN THE COMPANY AND JOHN S. DAVIS. (9)

                 10.23    EXECUTIVE RETENTION AGREEMENT DATED DECEMBER 3, 2001
                          BETWEEN THE COMPANY AND W. C. HAMMETT, JR. (9)

                 21.1     Subsidiaries of the Company. (9)

                 23       Independent Auditors' Consent. (9)


          (b)    Reports of Form 8-K

                 The Company was not required to file a current report on Form
                 8-K during the thirteen weeks ended February 3, 2002.

          (c)    Exhibits.

                 The Index of Exhibits filed or incorporated by reference
                 pursuant to Item 601 of Regulation S-K and the Exhibits being
                 filed with this Report are included following the financial
                 statement pages of this Form 10-K.

          (d)    Financial Statements of Subsidiaries or Affiliates.

                 Not applicable.

---------------------

(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 as an Exhibit to the registrant's Form 10-Q for the 13-week period
     ended July 30, 2000 and incorporated herein by reference.

(3)  Filed as an Exhibit to the registrant's Proxy Statement dated April 28,
     2000 and incorporated herein by reference.


                                       26

<PAGE>


(4)  Filed as an Exhibit to the registrant's Form 10-K for the 52 week period
     ended February 1, 1997 and incorporated herein by reference.

(5)  Filed as an Exhibit to the registrants Form 10-K for the fiscal year ended
     February 4, 2001.

(6)  Filed as an Exhibit to the registrant's Form 10 filed April 11, 1995 and
     incorporated herein by reference.

(7)  Filed as an Exhibit to the registrant's Form 10-Q for the 13 week period
     ended August 5, 2001.

(8)  Filed as an Exhibit to the registrant's From 10-Q for the 13 week period
     ended November 4, 2001.

(9)  Filed herewith.


                                       27

<PAGE>



SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                                    Dave & Buster's, Inc.
                                                    a Missouri corporation





                                                    By:  /s/ W.C. Hammett, Jr.
                                                       -------------------------
                                                       W. C. Hammett, Jr.,
                                                       Vice President, Chief
                                                       Financial Officer


Date:     April 22, 2002


                                       28

<PAGE>



Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated on April 22, 2002.


<Table>
<Caption>
         Name                                                                   Title
         ----                                                                   -----
<S>                                                                  <C>
/s/ David O. Corriveau                                               Co-Chairman of the Board,
---------------------                                                Co-Chief Executive Officer, President,
David O. Corriveau                                                   and Director
                                                                     (Principal Executive Officer)

/s/ James W. Corley                                                  Co-Chairman of the Board,
-------------------
James W. Corley                                                      Co-Chief Executive Officer, Chief
                                                                     Operating Officer and Director


/s/ W.C. Hammett, Jr.                                                Vice President, Chief Financial
---------------------                                                Officer
W. C. Hammett, Jr.                                                   (Principal Financial and Accounting
                                                                     Officer)

/s/ Allen J. Bernstein                                               Director
----------------------
Allen J. Bernstein


/s/ Peter A. Edison                                                  Director
-------------------
Peter A. Edison


/s/ Bruce H. Hallett                                                 Director
--------------------
Bruce H. Hallett


/s/ Walter S. Henrion                                                Director
---------------------
Walter S. Henrion


/s/ Mark A. Levy                                                     Director
----------------
Mark A. Levy


/s/ Christopher C. Maguire                                           Director
--------------------------
Christopher C. Maguire
</Table>



                                       29

<PAGE>


CONSOLIDATED BALANCE SHEETS
DAVE & BUSTER'S, INC.


<Table>
<Caption>
                                                                         FEBRUARY 3, 2002  FEBRUARY 4, 2001
                                                                  (in thousands, except share and per share amounts)
<S>                                                                          <C>              <C>       
Assets
Current assets:
     Cash and cash equivalents                                               $    4,521       $    3,179
     Inventories                                                                 25,964           21,758
     Prepaid expenses                                                             1,442            3,663
     Other current assets                                                         2,445            1,787
                                                                             ----------       ----------
          Total current assets                                                   34,372           30,387
Property and equipment, net (Note 2)                                            258,302          260,467
Goodwill, net of accumulated amortization of $2,612 and $2,263                    7,096            7,445
Other assets                                                                      9,364            5,576
                                                                             ----------       ----------
Total assets                                                                 $  309,134       $  303,875


Liabilities and Stockholders' Equity
Current liabilities:
     Current installments of long-term debt (Note 4)                         $    5,500       $    4,124
     Accounts payable                                                            15,991            9,291
     Accrued liabilities (Note 3)                                                11,085            7,050
     Income taxes payable (Note 5)                                                5,054            3,567
     Deferred income taxes (Note 5)                                               1,220            1,229
                                                                             ----------       ----------
          Total current liabilities                                              38,850           25,261
Deferred income taxes (Note 5)                                                    8,143            7,667
Other liabilities                                                                 7,099            4,700
Long-term debt, less current installments (Note 4)                               84,896          103,860
Commitments and contingencies (Notes 4, 6 and 11)
Stockholders' equity (Note 7):
     Preferred stock, 10,000,000 authorized; none issued                             --               --
     Common stock, $0.01 par value, 50,000,000 authorized;
          12,959,209 and 12,953,375 shares issued and outstanding
          as of February 3, 2002 and February 4, 2001, respectively                 131              131
     Paid in capital                                                            115,701          115,659
     Restricted stock awards                                                        382              243
     Retained earnings                                                           55,778           48,200
                                                                             ----------       ----------
                                                                                171,992          164,233
     Less:  treasury stock, at cost (175,000 shares)                              1,846            1,846
                                                                             ----------       ----------
          Total stockholders' equity                                            170,146          162,387
                                                                             ----------       ----------
Total liabilities and stockholders' equity                                   $  309,134       $  303,875
</Table>



See accompanying notes to consolidated financial statements.


                                      F-1

<PAGE>


CONSOLIDATED STATEMENTS OF INCOME
DAVE & BUSTER'S, INC.


<Table>
<Caption>
                                                            FISCAL YEAR       2001             2000             1999
                                                                               (in thousands, except per share amounts)
<S>                                                                        <C>              <C>              <C>       
Food and beverage revenues                                                 $  181,358       $  168,085       $  121,390
Amusement and other revenues                                                  176,651          164,218          125,744
                                                                           ----------       ----------       ----------
     Total revenues                                                           358,009          332,303          247,134

Cost of revenues                                                               66,939           61,547           45,720
Operating payroll and benefits                                                110,478          101,143           76,242
Other store operating expenses                                                106,971           90,581           65,292
General and administrative expenses                                            20,653           20,019           14,988
Depreciation and amortization expense                                          28,693           25,716           19,884
Preopening costs                                                                4,578            5,331            6,053
                                                                           ----------       ----------       ----------
     Total costs and expenses                                                 338,312          304,337          228,179

Operating income                                                               19,697           27,966           18,955
Interest expense, net                                                           7,820            8,712            3,339
                                                                           ----------       ----------       ----------

Income before provision for income taxes
     and cumulative effect of a change in an
     accounting principle                                                      11,877           19,254           15,616
Provision for income taxes (Note 5)                                             4,299            7,009            5,724
                                                                           ----------       ----------       ----------

Income before cumulative effect of a
     change in an accounting principle                                          7,578           12,245            9,892

Cumulative effect of a change in an accounting
     principle, net of income tax benefit of $2,928                                --               --            4,687
                                                                           ----------       ----------       ----------

Net income                                                                 $    7,578       $   12,245       $    5,205

Net income per share - basic
     Before cumulative effect of a change in an accounting principle       $      .58       $      .95       $      .76
     Cumulative effect of a change in an accounting principle                      --                               .36
                                                                           ----------       ----------       ----------
                                                                           $      .58       $      .95       $      .40
Net income per share - diluted
     Before cumulative effect of a change in an accounting principle       $      .58       $      .94       $      .75
     Cumulative effect of a change in an accounting principle                      --               --              .36
                                                                           ----------       ----------       ----------
                                                                           $      .58       $      .94       $      .39

Weighted average shares outstanding
     Basic                                                                     12,956           12,953           13,054
     Diluted                                                                   13,016           12,986           13,214
</Table>




See accompanying notes to consolidated financial statements.

                                      F-2

<PAGE>


CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
DAVE & BUSTER'S, INC.


<Table>
<Caption>
                                      Common Stock
                                      ------------        Paid in      Restricted    Retained      Treasury
                                   Shares      Amount     Capital     Stock Awards   Earnings        Stock          Total
                                                                     (in thousands)
<S>                                <C>         <C>        <C>          <C>           <C>           <C>            <C>      
Balance, January 31, 1999          13,069      $  131     $114,621     $      --     $  30,750     $      --      $ 145,502

Proceeds from exercising
     stock options                     59          --          786            --            --            --            786
Tax benefit related to stock
     option exercises                  --          --          252            --            --            --            252
Purchase of treasury stock           (175)         --           --            --            --        (1,846)        (1,846)
Net income                             --          --           --            --         5,205            --          5,205
                                 --------      ------     --------     ---------     ---------     ---------      ---------
Balance, January 30, 2000          12,953      $  131     $115,659     $      --     $  35,955     $  (1,846)     $ 149,899

Amortization of restricted
     stock awards                      --          --           --           243            --            --            243
Net income                             --          --           --            --        12,245            --         12,245
                                 --------      ------     --------     ---------     ---------     ---------      ---------
Balance, February 4, 2001          12,953      $  131     $115,659     $     243     $  48,200     $  (1,846)     $ 162,387

Amortization of restricted
     stock awards                      --          --           --           139            --            --            139
Proceeds from exercising
     stock options                      6          --           40            --            --            --             40
Tax benefit related to stock
     option exercises                  --          --            2            --            --            --              2
Net income                             --          --           --            --         7,578            --          7,578
                                 --------      ------     --------     ---------     ---------     ---------      ---------
Balance, February 3, 2002          12,959      $  131     $115,701     $     382     $  55,778     $  (1,846)     $ 170,146
</Table>



See accompanying notes to consolidated financial statements.

                                      F-3

<PAGE>


CONSOLIDATED STATEMENTS OF CASH FLOWS
DAVE & BUSTER'S, INC.



<Table>
<Caption>
                                                         FISCAL YEAR        2001           2000           1999
                                                                                     (in thousands)
<S>                                                                       <C>            <C>            <C>      
Cash flows from operating activities:
     Net income                                                           $   7,578      $  12,245      $   5,205
     Adjustments to reconcile net income to net cash
          provided by operating activities:
               Cumulative effect of change in an accounting principle            --             --          4,687
               Depreciation and amortization                                 28,693         25,716         19,884
               Provision for deferred income taxes                              467          1,182            986
               Restricted stock awards                                           --            243             --
               Gain on sale of assets                                          (441)            --             --
               Changes in assets and liabilities
                    Inventories                                              (4,206)        (5,515)        (5,432)
                    Prepaid expenses                                          2,221         (1,559)          (361)
                    Other assets                                             (4,457)          (671)          (666)
                    Accounts payable                                          6,700         (2,577)        (1,827)
                    Accrued liabilities                                       4,035          2,192          1,073
                    Income taxes payable                                      1,487          3,567             --
                    Other liabilities                                         2,399          1,855          1,391
                                                                          ---------      ---------      ---------
Net cash provided by operating activities                                    44,476         36,678         24,940
Cash flows from investing activities:
     Proceeds from sale/leasebacks                                           18,474             --             --
     Capital expenditures                                                   (44,201)       (53,574)       (73,798)
                                                                          ---------      ---------      ---------
Net cash used in investing activities                                       (25,727)       (53,574)       (73,798)
                                                                          ---------      ---------      ---------
Cash flows from financing activities:
     Purchase of treasury stock                                                  --             --         (1,846)
     Borrowings under long-term debt                                         24,060        131,292         50,000
     Repayments of long-term debt                                           (41,648)      (114,308)        (1,500)
     Proceeds from issuance of common stock, net                                181             --            786
                                                                          ---------      ---------      ---------
Net cash (used in)/provided by financing activities                         (17,407)        16,984         47,440
                                                                          ---------      ---------      ---------
Increase (decrease) in cash and cash equivalents                              1,342             88         (1,418)
Beginning cash and cash equivalents                                           3,179          3,091          4,509
                                                                          ---------      ---------      ---------

Ending cash and cash equivalents                                          $   4,521      $   3,179      $   3,091

Supplemental disclosures of cash flow information:
     Cash paid for income taxes                                           $   2,590      $   1,941      $   4,188
     Cash paid for interest, net of amounts capitalized                   $   7,261      $   8,363      $   3,455
</Table>



See accompanying notes to consolidated financial statements.


                                      F-4

<PAGE>



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DAVE & BUSTER'S, INC.

IN THOUSANDS EXCEPT PER SHARE AMOUNTS

NOTE 1:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION - The consolidated financial statements include the
accounts of Dave & Buster's, Inc. and all wholly-owned subsidiaries (the
"Company"). All material intercompany accounts and transactions have been
eliminated in consolidation. The Company's one industry segment is the ownership
and operation of restaurant/entertainment complexes (a "Complex" or "Store")
under the name "Dave & Buster's," which are principally located in the United
States.

USE OF ESTIMATES - The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make certain
estimates and assumptions that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ from those
estimates.

FISCAL YEAR - The Company's fiscal year ends on the Sunday after the Saturday
closest to January 31. References to 2001, 2000 and 1999 are to the 52 weeks
ended February 3, 2002 and to the 53 weeks ended February 4, 2001 and to the 52
weeks ended January 30, 2000, respectively.

INVENTORIES - Inventories, which consist of food, beverage and merchandise are
reported at the lower of cost or market determined on a first-in, first-out
method. Static supplies inventory is capitalized at each store opening date and
reviewed periodically for valuation.

PREOPENING COSTS - The Company adopted Statement of Position 98-5 ("SOP 98-5"),
"Reporting on the Costs of Start-Up Activities", in the first quarter of fiscal
1999. This accounting standard requires the Company to expense all start-up and
preopening costs as they are incurred. The Company previously deferred such
costs and amortized them over the twelve-month period following the opening of
each store. The cumulative effect of this accounting change, net of income tax
benefit of $2,928, was $4,687 in fiscal 1999.

PROPERTY AND EQUIPMENT - Expenditures for new facilities and those which
substantially increase the useful lives of the property, including interest
during construction, are capitalized. Interest capitalized in 2001, 2000 and
1999 was $892, $1,555 and $1,623, respectively. Equipment purchases are
capitalized at cost. Property and equipment lives are estimated as follows:
buildings, 40 years; leasehold and building improvements, shorter of 20 years or
lease life; furniture, fixtures and equipment, 5 to 10 years; games, 5 years.

GOODWILL - Goodwill of $9,708 is being amortized over 30 years. Whenever there
is an indication of impairment, the Company evaluates the recoverability of
goodwill using future undiscounted cash flows. In June 2001, the Financial
Accounting Standards Board issued Statements of Financial Accounting Standards
No. 141, Business Combinations and No. 142, Goodwill and Other Intangible Assets
("Statements"), effective for fiscal years beginning after December 15, 2001.
Under the new rules, goodwill and intangible assets deemed to have indefinite
lives will no longer be amortized but will be subject to annual impairment tests
in accordance with the Statements. Other intangible assets will continue to be
amortized over their useful lives.

The Company will apply the new standards on accounting for goodwill and other
intangible assets beginning in the first quarter of 2002. Application of the
nonamortization provisions of the Statements is expected to result in an
increase in income before tax of $349 ($.03 per diluted share) in 2002 as a
result of nonamortization of existing goodwill. During the first quarter of
2002, the Company will perform the required impairment test of goodwill as of
February 3, 2002. Based on current analysis, the Company will record an expense
to "Cumulative effect of a change in accounting principle" of $4,541 net of
income tax benefit of $2,555 ($.35 per diluted share), upon the adoption of the
new standard.

DEPRECIATION AND AMORTIZATION - Property and equipment, excluding most games,
are depreciated on the straight-line method over the estimated useful life of
the assets. Games are generally depreciated on the 150%-double-declining-balance
method over the estimated useful lives of the assets. Intangible assets are
amortized on the


                                      F-5

<PAGE>


straight-line method over estimated useful lives as follows: trademarks over
statutory lives and lease rights over remaining lease terms.

INTEREST RATE SWAP AGREEMENTS - The Company adopted Statement of Financial
Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging
Activities ("FAS 133") effective February 5, 2001. FAS 133 requires the Company
to recognize all derivatives on the balance sheet at fair value. Derivatives
that are not hedges must be adjusted to fair value through income. If the
derivative is a hedge, depending on the nature of the hedge, changes in fair
value of derivatives will either be offset against the change in fair value of
the hedged assets, liabilities, or firm commitments through earnings or
recognized in other comprehensive income until the hedged item is recognized in
earnings. The ineffective portion of a derivative's change in fair value will be
immediately recognized in earnings. During the year, the Company has entered
into an agreement that expires in 2007, to fix its variable-rate debt to
fixed-rate debt (5.44% at February 3, 2002) on notional amounts aggregating
$51,255. The market risks associated with the agreements are mitigated because
increased interest payments under the agreement resulting from reductions in
LIBOR are effectively offset by reduction in interest expense under the debt
obligation.

The Company is exposed to credit losses for periodic settlements of amounts due
under the agreements. A charge of $858 to interest expense was incurred in
fiscal 2001 under the agreement.

INCOME TAXES - The Company uses the liability method which recognizes the amount
of current and deferred taxes payable or refundable at the date of the financial
statements as a result of all events that are recognized in the financial
statements and as measured by the provisions of enacted tax laws.

STOCK OPTION PLAN - The Company elected to follow Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB 25") and
related Interpretations in accounting for its employee stock options because the
alternative fair value accounting provided for under SFAS No. 123, "Accounting
for Stock-Based Compensation", requires use of option valuation models that were
not developed for use in valuing employee stock options. Under APB 25, because
the exercise price of the Company's employee stock options equals the market
price of the underlying stock on the date of grant, no compensation expense is
recognized.

REVENUE RECOGNITION - Food, beverage and amusement revenues are recorded at
point of service. Foreign license revenues are deferred until the Company
fulfills its obligations under license agreements, which is upon the opening of
the Complex. The license agreements provide for continuing royalty fees based on
a percentage of gross revenues and are recognized when assured.

ADVERTISING COSTS - In accordance with SOP 93-7 "Reporting on Advertising
Costs", all costs of advertising are recorded as expense in the period in which
the costs are incurred or the first time the advertising takes place. For fiscal
2001 and 2000, such expenses are 3.7% and 3.3% of revenue, respectively.

TREASURY STOCK - During fiscal 1999, the Company's Board of Directors approved a
plan to repurchase up to 1,000 shares of the Company's common stock. Pursuant to
the plan, the Company repurchased 175 shares of its common stock for
approximately $1,846 during fiscal 1999.

NOTE 2:  PROPERTY AND EQUIPMENT

Property and equipment consist of the following:


<Table>
<Caption>
                                                2001           2000
<S>                                          <C>            <C>      
Land ...................................     $   6,706      $  11,308
Buildings ..............................        34,232         56,023
Leasehold and building improvements ....       143,114        110,559
Games ..................................        79,673         69,970
Furniture, fixtures, and equipment .....        92,033         72,723
Construction in progress ...............         3,711         17,914
                                             ---------      ---------
     Total cost ........................       359,469        338,497
Accumulated depreciation ...............      (101,167)       (78,030)
                                             ---------      ---------

                                             $ 258,302      $ 260,467
</Table>



                                      F-6

<PAGE>


NOTE 3:  ACCRUED LIABILITIES

Accrued liabilities consist of the following:


<Table>
<Caption>
                                          2001         2000
<S>                                     <C>          <C>     
Payroll ...........................     $  2,393     $  1,873
Sales and use tax .................        1,387        1,618
Real estate tax ...................        2,620        1,873
Other .............................        4,685        1,686
                                        --------     --------

      Total accrued liabilities ...     $ 11,085     $  7,050
</Table>


NOTE 4:  LONG-TERM DEBT

In 2000, the Company secured a $110,000 senior secured revolving credit and term
loan facility. On November 19, 2001, the Company amended its senior secured
revolving credit and term loan facility to allow proceeds from sale/leaseback
transactions to be applied to both the revolving credit and term loans. The
facility includes a five-year revolver and five and seven-year term debt. The
facility agreement calls for quarterly payments of principal on the term debt
through the maturity date. Borrowing under the facility bears interest at a
floating rate based on LIBOR (1.77% at February 3, 2002) or, at the Company's
option, the bank's prime rate (4.75% at February 3, 2002) plus, in each case, a
margin based upon financial performance. The facility is secured by all assets
of the Company. The facility has certain financial covenants including a minimum
consolidated tangible net worth level, a maximum leverage ratio, minimum fixed
charge coverage and maximum level of capital expenditures. At February 3, 2002,
$5,208 was available under this facility. The fair value of the Company's
long-term debt approximates its carrying value.

The Company has entered into an agreement that expires in 2007, to change a
portion of its variable rate debt to fixed-rate debt. Notional amounts
aggregating $51,255 are fixed at 5.44%. The Company is exposed to credit losses
for periodic settlements of amounts due under the agreements if LIBOR decreases.
A charge of $858 to interest expense was incurred in 2001 under the agreement.


NOTE 5:  INCOME TAXES

The provision for income taxes is as follows:


<Table>
<Caption>
                                                    2001         2000         1999
<S>                                               <C>          <C>          <C>     
Current expense
     Federal ................................     $  3,149     $  5,077     $  4,242
     State and local ........................          504          750          496
Deferred tax expense ........................          646        1,182          986
                                                  --------     --------     --------
     Total provision for income taxes .......     $  4,299     $  7,009     $  5,724
</Table>



                                      F-7

<PAGE>



Significant components of the deferred tax liabilities and assets in the
consolidated balance sheets are as follows:


<Table>
<Caption>
                                               2001          2000          1999
<S>                                          <C>           <C>           <C>     
Accelerated depreciation ...............     $ 11,399      $  9,474      $  7,475
Preopening costs .......................       (1,378)           --            --
Prepaid expenses .......................          152           129           130
Capitalized interest costs .............        1,740         1,281         1,346
                                             --------      --------      --------
     Total deferred tax liabilities ....       11,913        10,884         8,951


Worker's compensation ..................          281           304           330
Leasing transactions ...................        2,288         1,500           791
Other ..................................          (19)          184           116
                                             --------      --------      --------
     Total deferred tax assets .........        2,550         1,988         1,237
                                             --------      --------      --------
Net deferred tax liability .............     $ (9,363)     $ (8,896)     $ (7,714)
</Table>


Reconciliation of federal statutory rates to effective income tax rates:


<Table>
<Caption>
                                                  2001         2000         1999
<S>                                              <C>          <C>          <C>   
Federal corporate statutory rate ............     35.0 %       35.0 %       35.0 %
State and local income taxes, net
     of federal income tax benefit ..........      3.1 %        2.2 %        2.1 %
Goodwill amortization and other
     nondeductible expenses .................      1.0 %        2.1 %        2.2 %
Tax credits .................................     (4.3) %      (2.0) %      (1.9)%
Effect of change in deferred tax rate .......       --         (1.9) %      (2.4)%
Other .......................................      1.4 %        1.0 %        1.7 %
                                                 -----        -----        -----
Effective tax rate ..........................     36.2 %       36.4 %       36.7 %
</Table>



NOTE 6:  LEASES

The Company leases certain properties and equipment under operating leases. Some
of the leases include options for renewal or extension on various terms. Most
leases require the Company to pay property taxes, insurance and maintenance of
the leased assets. Some leases have provisions for additional percentage rentals
based on revenues; however, payments of percentage rent were minimal during the
three-year period ended February 3, 2002. For 2001, 2000 and 1999, rent expense
for operating leases was $19,469, $14,295 and $11,119, respectively. At February
3, 2002, future minimum lease payments required under operating leases are
$22,391 in 2002; $21,892 in 2003; $21,675 in 2004; $21,368 in 2005; $21,313 in
2006 and $301,957 thereafter.

During the year ended February 3, 2002, the Company completed the sale/leaseback
of two stores (Atlanta and Houston) and the corporate headquarters in Dallas.
Cash proceeds of $18,474 were received along with $5,150 in twenty year interest
bearing notes receivable at 7-7.5%. The locations were sold to non-affiliated
entities. No revenue or profit was recorded at the time of the transaction.

Upon execution of the sale/leaseback transactions, property costs of $27,360 and
accumulated depreciation of $3,832 were removed from the Company's books
resulting in a loss of $272 which was recognized in 2001 and a gain of $713 on
one facility being amortized over the term of the operating lease.

Future operating lease obligations under the lease agreements are as follows:
$2,917 in 2002, $2,957 in 2003, $2,997 in 2004, $3,037 in 2005, $3,078 in 2006
and $50,976 thereafter. Future minimum note payments and interest income
associated with the sale/leasebacks at Houston and Atlanta are as follows: $488
in 2002, $488 in 2003, $488 in 2004, $488 in 2005 and $7,782 thereafter.


                                      F-8

<PAGE>


NOTE 7:  COMMON STOCK

In 1995, the Company adopted the Dave & Buster's, Inc. 1995 Stock Option Plan
(the "Plan") covering 675 shares of common stock. In 1997, 1998 and 2001, the
Company increased the shares of common stock covered by the Plan to 1,350, 2,350
and 2,950 respectively. The Plan provides that incentive stock options may be
granted at option prices not less than fair market value at date of grant (110%
in the case of an incentive stock option granted to any person who owns more
than 10% of the total combined voting power of all classes of stock of the
Company). Non-qualified stock options may not be granted for less than 85% of
the fair market value of the common stock at the time of grant and are primarily
exercisable over a three to five year period from the date of the grant.

In 1996, the Company adopted a stock option plan for outside directors (the
"Directors' Plan"). A total of 150 shares of common stock are subject to the
Directors Plan. The options granted under the Directors' Plan vest ratably over
a three year period. In 2001, the Company increased the shares of common stock
subject to the Directors' Plan from 150 shares to 190 shares.

In 2000, the Company amended and restated the Dave & Buster's, Inc. 1995 Stock
Incentive Plan to allow the Company to grant restricted stock awards. These
restricted stock awards will fully vest at the end of the vesting period or the
attainment of one or more performance targets established by the Company.
Recipients are not required to provide consideration to the Company other than
render service and have the right to vote the shares and to receive dividends.
The Company issued in 2001 and 2000, 63.5 and 267 shares of restricted stock at
a market value of $6.45 - $7.90 and $6.75, respectively, which vest at the
earlier of attaining certain performance targets or seven years. The total
market value of the restricted shares, as determined at the date of issuance, is
treated as unearned compensation and is charged to expense over the vesting
period. The charge to expense for the unearned compensation was $139 and $243 in
2001 and 2000, respectively.

Pro forma information regarding net income and earnings per common share is
required by SFAS 123, and is used as if the Company had accounted for its
employee stock options under the fair value method. The fair value for these
options is estimated at the date of grant using a Black-Scholes option pricing
model with the following weighted-average assumptions for 2001, 2000 and 1999,
respectively: risk-free interest rates of 4.59%, 6.30%, and 5.39%; dividend
yields of 0.0%; volatility factors of the expected market price of the Company's
common stock of .650, .740, and .494; and a weighted-average life of the option
of 3.2, 2.7, and 4.4 years.

The Black-Scholes option valuation model is used in estimating the fair value of
traded options, which have no vesting restrictions and are fully transferable.
In addition, option valuation models require the input of highly subjective
assumptions including the expected stock price volatility. Because the Company's
employee stock options have characteristics significantly different from those
of traded options, and because changes in the subjective input assumptions can
materially affect the fair value estimate, in management's opinion, the existing
models do not necessarily provide a reliable single measure of the fair value of
its employee stock options.

For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the option's vesting period. Because SFAS 123
requires compensation expense to be recognized over the vesting period, the
impact on pro forma net income and pro forma earnings per common share as
reported below may not be representative of pro forma compensation expense in
future years.

The Company's pro forma information is as follows:


<Table>
<Caption>
                                                     2001          2000         1999
<S>                                                <C>           <C>          <C>    
Net income, as reported........................    $  7,578      $ 12,245     $ 5,205
Pro forma net income...........................    $  5,931      $ 10,018     $ 3,627
Basic net income per share, as reported........    $    .58      $    .95     $   .40
Pro forma basic net income per share...........    $    .46      $    .77     $   .28
Diluted net income per share, as reported......    $    .58      $    .94     $   .39
Pro forma diluted net income per share.........    $    .46      $    .77     $   .27
</Table>



                                      F-9

<PAGE>



A summary of the Company's stock option activity and related information is as
follows:


<Table>
<Caption>
                                                              2001                         2000                          1999
                                                            Weighted-                     Weighted-                    Weighted-
                                                             Average                      Average                       Average
                                             Options     Exercise Price    Options     Exercise Price    Options     Exercise Price
<S>                                          <C>         <C>               <C>         <C>               <C>         <C>   
Outstanding - beginning of year                1,932         $14.78          1,666         $17.24          1,145        $16.82
Granted                                        1,233         $ 6.82            674         $ 7.49            734        $18.10
Exercised                                         (6)        $ 6.80             --             --            (59)       $12.88
Forfeited                                       (234)        $13.16           (408)        $12.77           (154)       $20.09
Outstanding - end of year                      2,925         $11.56          1,932         $14.78          1,666        $17.24
Exercisable - end of year                      1,178         $15.26            642         $17.37            516        $14.87
Weighted-average fair value of options
     granted during the year                                 $ 3.28                        $ 3.96                       $ 8.36
</Table>



As of February 3, 2002, exercise prices for 2,925 options ranged from $6.10 to
$25.32. The weighted-average remaining contractual life of the options is 7.6
years.

Under a Shareholder Protection Rights Plan adopted by the Company, each share of
outstanding common stock includes a right which entitles the holder to purchase
one one-hundredth of a share of Series A Junior Participating Preferred Stock
for seventy five dollars. Rights attach to all new shares of commons stock
whether newly issued or issued from treasury stock and become exercisable only
under certain conditions involving actual or potential acquisitions of the
Company's common stock. Depending on the circumstances, all holders except the
acquiring person may be entitled to 1) acquire such number of shares of Company
common stock as have a market value at the time of twice the exercise price of
each right, or 2) exchange a right for one share of Company common stock or one
one-hundredth of a share of the Series A Junior Participating Preferred Stock,
or 3) receive shares of the acquiring company's common stock having a market
value equal to twice the exercise price of each right. The rights remain in
existence until ten years after the Distribution, unless they are redeemed (at
one cent per right).

NOTE 8:  EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per
share:


<Table>
<Caption>
                                                            2001        2000        1999
<S>                                                        <C>         <C>         <C>    
Numerator-Net Income                                       $ 7,578     $12,245     $ 5,205
                                                           -------     -------     -------

Denominator:
     Denominator for basic net income per share -
     Weighted average shares                                12,956      12,953      13,054
Effect of dilutive securities - employee stock options          60          33         160
                                                           -------     -------     -------
Denominator for diluted earnings per share - adjusted
weighted average shares                                     13,016      12,986      13,214

Basic net income per share                                 $   .58     $   .95     $   .40

Diluted net income per share                               $   .58     $   .94     $   .39
</Table>



Options to purchase 1,529, 1,346 and 925 shares of common stock for 2001, 2000
and 1999, respectively, were not included in the computation of diluted net
income per share because the options would have been antidilutive.

NOTE 9:  RELATED PARTY ACTIVITY

During 2000, the Company was party to a consulting agreement with Sandell
Investments ("Sandell"), a partnership whose controlling partner is a director
of the Company. Sandell advises the Company with respect to expansion and


                                      F-10

<PAGE>


site selection, market analysis, improvement and enhancement of the Dave &
Buster's concept and other similar and related activities. Annual fees of $125
were paid to Sandell in 2000 and 1999, the maximum fee provided for under the
agreement.

The Company was a party to a sale/leaseback transaction with Cypress Equities,
Inc. for its San Diego, California location, whereby the Company received $8,000
in exchange for committing to lease payments of approximately $6,300 over 20
years with options for renewal. A director of the Company is the managing member
of Cypress Equities, Inc. Payments to Cypress Equities, Inc. in 2001 and 2000
were $1,242 and $349, respectively.

NOTE 10: EMPLOYEE BENEFIT PLAN

The Company sponsors a plan to provide retirement benefits under the provision
of Section 401(k) of the Internal Revenue Code (the "401(k) Plan") for all
employees who have completed a specified term of service. Company contributions
may range from 0% to 100% of employee contributions, up to a maximum of 6% of
eligible employee compensation, as defined. Employees may elect to contribute up
to 20% of their eligible compensation on a pretax basis. Benefits under the
401(k) Plan are limited to the assets of the 401(k) Plan.

NOTE 11: CONTINGENCIES

The Company is subject to certain legal proceedings and claims that arise in the
ordinary course of its business. In the opinion of management, the amount of
ultimate liability with respect to all actions will not materially affect the
consolidated results of operations or financial condition of the Company.

NOTE 12: QUARTERLY FINANCIAL INFORMATION (UNAUDITED)


<Table>
<Caption>
Fiscal 2001                                          First        Second       Third         Fourth
<S>                                                 <C>          <C>          <C>           <C>     
Total revenues ................................     $ 88,210     $ 83,622     $ 81,371      $104,806
Income before provision for income taxes ......        4,834        2,675       (2,936)        7,304
Net income ....................................        3,084        1,707       (1,873)        4,660
Basic net income per share ....................     $    .24     $    .13     $   (.14)     $    .36
Basic weighted average shares outstanding .....       12,953       12,954       12,956        12,957
Diluted net income per share ..................     $    .24     $    .13     $   (.14)     $    .36
Diluted weighted average shares outstanding ...       13,068       13,028       12,956        12,992
</Table>




<Table>
<Caption>
Fiscal 2000                                          First      Second       Third      Fourth
<S>                                                 <C>         <C>         <C>         <C>    
Total revenues ................................     $77,849     $77,566     $79,244     $97,644
Income before provision for income taxes ......       4,565       3,397       2,368       8,924
Net income ....................................       2,890       2,150       1,499       5,706
Basic net income per share ....................     $   .22     $   .17     $   .12     $   .44
Basic weighted average shares outstanding .....      12,953      12,953      12,953      12,953
Diluted net income per share ..................     $   .22     $   .17     $   .12     $   .44
Diluted weighted average shares outstanding ...      12,960      12,954      12,974      13,077
</Table>



                                      F-11

<PAGE>




REPORT OF INDEPENDENT AUDITORS


STOCKHOLDERS AND BOARD OF DIRECTORS
DAVE & BUSTER'S, INC.


We have audited the accompanying consolidated balance sheets of Dave & Buster's,
Inc. as of February 3, 2002 and February 4, 2001, and the related consolidated
statements of income, stockholders' equity and cash flows for each of the three
years in the period ended February 3, 2002. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Dave & Buster's,
Inc. at February 3, 2002 and February 4, 2001 and the consolidated results of
its operations and its cash flows for each of the three years in the period
ended February 3, 2002, in conformity with accounting principles generally
accepted in the United States.

                                                      Ernst & Young LLP



Dallas, Texas
March  27, 2002


                                      F-12

<PAGE>


                                INDEX OF EXHIBITS



<Table>
<Caption>
        EXHIBIT
        NUMBER    DESCRIPTION
        -------   -----------
<S>               <C>
         3.1      Restated Articles of Incorporation of the Company. (1)

         3.2      Bylaws of the Company. (1)

         10.1     Revolving Credit and Term Loan Agreement, dated June 30, 2000,
                  among the Company and its subsidiaries, Fleet National Bank
                  (as agent) and the financial institutions named therein. (2)

         10.1.1   Amendment No. 1 to Revolving Credit and Term Loan Agreement
                  dated May 31, 2001 by and among the Company and its
                  subsidiaries, Fleet National Bank (as agent) and the financial
                  institutions named therein. (7)

         10.1.2   Amendment No. 2 to Revolving Credit and Term Loan Agreement
                  dated November 19, 2001 by and among the Company and its
                  subsidiaries, Fleet National Bank (as agent) and the financial
                  institutions names therein. (8)

         10.2 - 10.6 Intentionally omitted.

         10.7     Rights Agreement between the Company and Rights Agent, dated
                  June 16, 1995. (1)

         10.8     1995 STOCK OPTION PLAN (AS AMENDED AND RESTATED APRIL 26,
                  2000). (3)

         10.9     STOCK OPTION PLAN FOR OUTSIDE DIRECTORS. (4)

         10.11    EMPLOYMENT AND EXECUTIVE RETENTION AGREEMENTS FOR CO-CHIEF
                  EXECUTIVE OFFICERS, DATED JUNE 16, 1995. (5)

         10.12    FORM OF INDEMNITY AGREEMENTS WITH EXECUTIVE OFFICERS AND
                  DIRECTORS. (6)

         10.13    Intentionally Omitted.

         10.14    EXECUTIVE RETENTION AGREEMENT FOR STERLING R. SMITH DATED JUNE
                  11, 2001 (8)

         10.15    Intentionally Omitted.

         10.16    Agreement of Sale and Purchase dated October 1, 2001 between
                  the Company, as seller, and General Electric Capital, Business
                  Asset Funding Corporation, as purchaser, for the Company's
                  corporate headquarters in Dallas, Texas. (8)

         10.17    Lease Agreement dated October 1, 2001 between General Electric
                  Capital Business Asset Funding Corporation, as landlord, and
                  the Company, as tenant for the Company's corporate
                  headquarters in Dallas, Texas. (8)

         10.18    Agreement of Sale and Purchase dated November 12, 2001 between
                  D&B Realty Holding, Inc., as seller and KAZA I, Ltd. As
                  purchaser for Houston, Texas property. (9)

         10.19    Lease Agreement dated December 14, 2001 between KAZA I L.P. as
                  landlord, and Dave & Buster's I, L.P. as tenant for Houston,
                  Texas property. (9)
</Table>




<PAGE>



<Table>
<S>               <C>

         10.20    Agreement of Sale and Purchase dated as of December 17, 2001
                  between D&B Realty Holding, Inc., as seller, and Landfair, LLC
                  as purchaser for Marietta, Georgia property. (9)

         10.21    Lease Agreement dated December 17, 2001 between Landfair LLC,
                  as landlord, and Dave & Buster's I, L.P., as tenant, for
                  Marietta, Georgia property. (9)

         10.22    EXECUTIVE RETENTION AGREEMENT DATED JUNE 7, 2001 BETWEEN THE
                  COMPANY AND JOHN S. DAVIS. (9)

         10.23    EXECUTIVE RETENTION AGREEMENT DATED DECEMBER 3, 2001 BETWEEN
                  THE COMPANY AND W. C. HAMMETT, JR. (9)

         21.1     Subsidiaries of the Company. (9)

         23       Independent Auditors' Consent. (9)
</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 as an Exhibit to the registrant's Form 10-Q for the 13-week period
     ended July 30, 2000 and incorporated herein by reference.

(3)  Filed as an Exhibit to the registrant's Proxy Statement dated April 28,
     2000 and incorporated herein by reference.

(4)  Filed as an Exhibit to the registrant's Form 10-K for the 52 week period
     ended February 1, 1997 and incorporated herein by reference.

(5)  Filed as an Exhibit to the registrants Form 10-K for the fiscal year ended
     February 4, 2001.

(6)  Filed as an Exhibit to the registrant's Form 10 filed April 11, 1995 and
     incorporated herein by reference.

(7)  Filed as an Exhibit to the registrant's Form 10-Q for the 13 week period
     ended August 5, 2001.

(8)  Filed as an Exhibit to the registrant's From 10-Q for the 13 week period
     ended November 4, 2001.

(9)  Filed herewith.





<PAGE>
                                                                  EXHIBIT 10.18


                         AGREEMENT OF SALE AND PURCHASE

                                 by and between

                           D & B REALTY HOLDING, INC.,

                             a Missouri corporation,

                                    as Seller

                                       and

                                  KAZA I, LTD.,
                           a Texas limited partnership

                                  as Purchaser


                                 Houston, Texas

<PAGE>
                                TABLE OF CONTENTS


                                                                            PAGE

ARTICLE I. Sale and Purchase: Property.......................................1
  Section 1.1 Sale and Purchase                                              1

ARTICLE II. Consideration....................................................2
  Section 2.1 Purchase Price & Financing                                     2
  Section 2.2 Earnest Money                                                  2

ARTICLE III. Survey..........................................................4
  Section 3.1 Survey                                                         4

ARTICLE IV. Title............................................................4
  Section 4.1 Title Commitment                                               4

ARTICLE V. Inspection........................................................5
  Section 5.1 Inspection Period                                              5
  Section 5.2 Document Review                                                6
  Section 5.3 Inspection Obligations                                         7
  Section 5.4 Right of Termination                                           8
  Section 5.5 Property Conveyed "AS IS"                                      9
  Section 5.6 Investigative Studies                                         12
  Section 5.7 Purchaser Represented by Counsel                              12

ARTICLE VI. Closing.........................................................12
  Section 6.1 Closing Date                                                  12
  Section 6.2 Closing Matters                                               13
  Section 6.3 Closing Costs                                                 14
  Section 6.4 Real Estate Commission                                        15
  Section 6.5 Conditions Precedent to Seller's Obligations                  15
  Section 6.6 Conditions Precedent to Purchaser's Obligations               15

ARTICLE VII. Remedies.......................................................16
  Section 7.1 Seller's Remedies                                             16
  Section 7.2 Purchaser's Remedies                                          16
  Section 7.3 Attorneys' Fees                                               17
  Section 7.4 Disposition of Earnest Money                                  18

ARTICLE VIII. Representations, Warranties,
 and Covenants....................18
  Section 8.1 Purchaser's Representations and Warranties                    18
  Section 8.2 Seller's Representations and Warranties                       18
  Section 8.3 Seller's Covenants                                            20


                                       i

<PAGE>
  Section 8.4 Survival of Representations and Warranties                    22
  Section 8.5 Knowledge Standard                                            22

ARTICLE IX. Condemnation....................................................22
  Section 9.1 Condemnation                                                  22

ARTICLE X. Risk of Loss.....................................................23
  Section 10.1  Risk of Loss                                                23
  Section 10.2  Loss                                                        23
  Section 10.3  Non-Material Loss                                           25
  Section 10.4  Delay in Completion of Repairs                              25

ARTICLE XI. Miscellaneous...................................................26
  Section 11.1  Entire Agreement                                            26
  Section 11.2  Agreement Binding on Parties; Assignment                    26
  Section 11.3  Effective Date                                              26
  Section 11.4  Notice                                                      26
  Section 11.5  Time of the Essence                                         28
  Section 11.6  Place of Performance                                        28
  Section 11.7  Currency                                                    28
  Section 11.8  Section Headings                                            28
  Section 11.9  Obligations                                                 29
  Section 11.10 Business Days                                               29
  Section 11.11 No Recordation                                              29
  Section 11.12 Multiple Counterparts                                       29
  Section 11.13 Severability                                                29
  Section 11.14 Taxpayer ID                                                 29
  Section 11.15 Section 1031 Exchange                                       30

Exhibits

Exhibit A   -     Legal Description of Land
Exhibit B   -     Deed
Exhibit C   -     Bill of Sale
Exhibit D   -     Certificate of Non-Foreign Status
Exhibit E   -     Assignment of Warranties
Exhibit F   -     Lease
Exhibit G   -     Note


                                       ii

<PAGE>
                         AGREEMENT OF SALE AND PURCHASE

         THIS AGREEMENT OF SALE AND PURCHASE (this "AGREEMENT") is made by and
between D & B REALTY HOLDING, INC., a Missouri corporation (the "SELLER"), and
KAZA I, LTD., a Texas limited partnership (the "PURCHASER").


                              W I T N E S S E T H:

         WHEREAS, Seller desires to sell and Purchaser desires to purchase the
property described in Section 1.1 below, on the terms and conditions hereinafter
set forth;

         NOW, THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

                                   ARTICLE I.
                           SALE AND PURCHASE: PROPERTY

Section 1.1 Sale and Purchase.

                  Seller agrees to sell and convey unto Purchaser, and Purchaser
                  agrees to purchase and accept from Seller, subject to the
                  Permitted Exceptions (as defined in Section 4.1(c)) and the
                  terms, covenants, conditions, and provisions herein set forth,
                  the following:

                  (a)      All of that certain land more particularly described
                           on Exhibit A attached hereto (the "LAND"), including
                           all structures, improvements, and fixtures (the
                           "IMPROVEMENTS") thereon. The Improvements consist of
                           an approximately 53,111 square foot, single story
                           "Dave & Buster's" entertainment complex. The Land and
                           the Improvements are sometimes referred to herein
                           collectively as the "REAL PROPERTY";

                  (b)      All right, title, and interest, if any, of Seller, in
                           and to any land lying in the bed of any dedicated
                           street, road, or access way, opened or proposed, in
                           front of, at a side of or adjoining the Real Property
                           (the "PROPERTY RIGHTS");

                  (c)      All right, title, and interest of Seller,
                           reversionary or otherwise, in and to all easements in
                           or upon the Land and all other rights and
                           appurtenances belonging or in anywise pertaining
                           thereto, if any (the "APPURTENANCES");

                  (d)      Any and all equipment, machinery, and other items of
                           personal property owned by Seller and presently
                           affixed or attached to, placed or situated upon the
                           Real Property and used in connection with the
                           ownership,


                                       1

<PAGE>
                           operation and occupancy of the Real Property, but
                           specifically excluding any items of personal property
                           owned by the Tenant (as defined in Section 6.2
                           (viii)) and/or any third party (the "PERSONALTY");

                  (e)      All right, title, and interest, if any, of Seller in
                           and to any and all transferable licenses, permits,
                           certificates, approvals, authorizations, variances,
                           and consents (the "PERMITS") issued or granted by
                           governmental or quasi-governmental bodies, officers,
                           or authorities with respect to the ownership of the
                           Real Property;

                  (f)      All warranties and guaranties covering any of the
                           Improvements, if any (the "WARRANTIES");

                  (g)      Any service contracts, management agreements, and
                           maintenance contracts encumbering the Land and
                           designated by Seller during the Inspection Period
                           (collectively, the "SERVICE CONTRACTS");

                  (h)      Seller's interest in all plans, specifications,
                           drawings, reports, studies, and other similar
                           matters, relating to the Land and in the possession
                           of Seller, but only to the extent assignable (the
                           "PLANS").


                  The items described in (a) through (h) of this Section 1.1 are
                  hereinafter collectively called the "PROPERTY".

                                  ARTICLE II.
                                  CONSIDERATION

Section 2.1 Purchase Price & Financing.

                  (a)      The purchase price (the "PURCHASE PRICE") to be paid
                           by Purchaser to Seller for the sale and conveyance of
                           the Property is Eight Million Seven Hundred
                           Seventy-Seven Thousand and No/100 Dollars
                           ($8,777,000), which is payable to Seller at the
                           closing of the transaction contemplated hereby (the
                           "CLOSING") by wire transfer and which funds must be
                           delivered in a manner to permit the Closing Agent
                           (defined in Section 2.2) to deliver good funds to the
                           Seller or its designee on the Closing Date (defined
                           in Section 6.1).

                  (b)      Notwithstanding the foregoing, $2,633,100 of the
                           Purchase Price shall be delivered at Closing in the
                           form of a promissory note (the "NOTE") in
                           substantially the form attached hereto as Exhibit G.

Section 2.2 Earnest Money.


                                       2

<PAGE>
                  (a)      It is a condition precedent to the effectiveness of
                           this Agreement that within five (5) days of the
                           execution of this Agreement by Purchaser, Purchaser
                           shall deposit with Hexter-Fair Title Company, 8333
                           Douglas Avenue, Suite 130, Dallas, Texas 75225, Attn:
                           Carol Erick (the "CLOSING AGENT"), by wire transfer
                           or delivery of a cashier's check, immediately
                           available federal funds in the amount of Twenty Five
                           Thousand Dollars ($25,000) (the "INITIAL EARNEST
                           MONEY"). On or before the Inspection Period
                           Expiration Date, unless this Agreement has been
                           properly terminated by Purchaser in accordance with
                           Section 5.4 hereof, Purchaser shall deliver to
                           Closing Agent an additional Twenty Five Thousand
                           Dollars ($25,000) (the "ADDITIONAL EARNEST MONEY") to
                           be held as additional earnest money. The Initial
                           Earnest Money and the Additional Earnest Money, along
                           with any accrued interest thereon, are collectively
                           referred to herein as the "EARNEST MONEY."

                  (b)      On the Closing Agent's receipt of the Earnest Money,
                           the Closing Agent shall deposit such Earnest Money
                           into an interest-bearing money market account
                           maintained at a federally insured bank or savings and
                           loan association located in Dallas County, Texas.
                           Such account shall have no penalty for early
                           withdrawal, and Purchaser agrees and acknowledges
                           that Seller shall have no responsibility or liability
                           for any loss of the Earnest Money or any portion
                           thereof. If any of the Earnest Money to be delivered
                           pursuant to Section 2.2(a) is not timely delivered by
                           Purchaser to the Closing Agent, Seller may terminate
                           this Agreement by delivering written notice of such
                           termination to Purchaser, and any of the Earnest
                           Money previously delivered to Closing Agent, if any,
                           shall be delivered to Seller as liquidated damages.
                           Upon said termination, (i) neither Seller nor
                           Purchaser shall have any further obligation or
                           liability to the other hereunder, except as provided
                           in Sections 5.3. and 6.4 hereof, and (ii) Purchaser
                           shall deliver to Seller all of the Documents and
                           Purchaser's Information (as defined in Section
                           5.2(c)). Notwithstanding anything to the contrary
                           contained elsewhere in this Agreement, $100.00 of the
                           Earnest Money shall serve as independent
                           consideration for this Agreement (the "INDEPENDENT
                           CONSIDERATION"), and shall be non-refundable for any
                           reason. If the transaction contemplated hereby is
                           consummated in accordance with the terms and
                           provisions hereof, the Earnest Money shall be
                           credited against the Purchase Price at Closing. All
                           interest earned shall be reported to the Internal
                           Revenue Service as income of Purchaser and Purchaser
                           shall promptly execute all forms reasonably requested
                           by the Closing Agent with respect thereto.

                  (c)      The balance of the Purchase Price, as adjusted by the
                           prorations and credits specified herein, less the
                           Earnest Money and less the amount of the Note, shall
                           be paid on the Closing Date in the manner set forth
                           in Section 6.2.


                                       3

<PAGE>
                                  ARTICLE III.
                                     SURVEY

Section 3.1 Survey.

                  Seller shall deliver to Purchaser, within ten (10) days after
                  the Effective Date (as defined in Section 11.3), a copy of the
                  as-built survey (the "SURVEY") of the Real Property in
                  Seller's possession. Purchaser shall be solely responsible for
                  updates to the Survey.

                                  ARTICLE IV.
                                      TITLE

Section 4.1 Title Commitment.

                  (a)      Delivery. Within ten (10) days after the Effective
                           Date, Seller shall deliver to Purchaser a copy of its
                           owner's title policy covering the Property. Seller
                           shall cause Fidelity National Title Insurance Company
                           (the "TITLE COMPANY"), acting through the Closing
                           Agent, to furnish to Purchaser a title commitment
                           (the "COMMITMENT") along with true and complete
                           copies of all documents referred to in the
                           Commitment, including, without limitation, plats,
                           deeds, restrictions and easements, by the terms of
                           which the Title Company agrees to issue to Purchaser
                           at Closing a Texas Standard Coverage Owner's Policy
                           of Title Insurance (the "TITLE POLICY") in the amount
                           of the Purchase Price and insuring Purchaser's fee
                           simple title to the Real Property to be good and
                           indefeasible, subject to the Permitted Exceptions and
                           the other terms of the Title Policy.

                  (b)      Objections and Cure. If the Title Commitment or
                           Survey or their updates disclose exceptions to title
                           or any other matter reasonably objectionable to
                           Purchaser, Purchaser shall so notify Seller in
                           writing (the "OBJECTION NOTICE") on or before the
                           fifteenth (15th) day following the date of the last
                           to be received of the Title Commitment and Survey,
                           and Seller shall have fifteen (15) days from the date
                           of Seller's actual receipt of the Objection Notice in
                           which it may, but shall have no obligation to have
                           each such objectionable exception to title or Survey
                           removed or correct each such other matter, in each
                           case to the reasonable satisfaction of Purchaser;
                           provided, however, that Seller shall pay off and
                           discharge the following (collectively "Dischargeable
                           Liens"): (a) all mortgage liens and deeds of trust
                           encumbering the Property or any portion thereof; and
                           (b) all lien claims if liquidated and uncontested
                           (including, without limitation, the liens shown on
                           Schedules B and C of the Commitment, other than taxes
                           for the year of Closing and subsequent years), and
                           Seller covenants and agrees to pay off and discharge
                           all such mortgage liens, deeds of trust and other
                           such liens at Closing. If, within the time specified,
                           Purchaser does

                                       4

<PAGE>
                           not deliver an Objection Notice, all title and survey
                           matters shall be deemed approved (other than its
                           objections relating to the Dischargeable Liens). If,
                           within the time specified, Seller does not have each
                           such objectionable exception removed or corrected,
                           Purchaser must, prior to the Inspection Period
                           Expiration Date (as hereinafter defined), as its sole
                           and exclusive remedy, either (i) terminate this
                           Agreement, in which event this Agreement, without
                           further action of the parties, shall become null and
                           void and neither party shall have any further rights
                           or obligations under this Agreement, except in
                           accordance with Sections 5.3 and 6.4, or (ii) elect
                           to accept title to the Property as it then exists,
                           without reduction to the Purchase Price. If Purchaser
                           fails to timely make either such election, Purchaser
                           shall be deemed to have elected option (ii).
                           Notwithstanding anything to the contrary herein, the
                           time period within which Purchaser must provide its
                           Objection Notice and Seller may cure such objections
                           must be completed prior to the Inspection Period
                           Expiration Date. In other words, Purchaser shall have
                           no right to terminate this Agreement under this
                           Section 4.1(b) after the Inspection Period Expiration
                           Date, notwithstanding anything to the contrary herein
                           contained.

                  (c)      Permitted Exceptions. As used in this Agreement, the
                           term "PERMITTED EXCEPTIONS" shall mean all matters
                           either shown on the Survey or in the Title Commitment
                           (other than the Dischargeable Liens), and all matters
                           which Purchaser has accepted or has been deemed to
                           accept. Seller has no obligation to ensure that the
                           Title Company will provide any endorsements to the
                           Title Policy, including, without limitation, any
                           deletion of the printed survey exception, all of
                           which, if Purchaser elects to obtain any such
                           endorsements, shall be Purchaser's responsibility and
                           shall be at Purchaser's expense. Notwithstanding any
                           provision hereof, Seller shall have until Closing to
                           satisfy and/or remove all Schedule C items and shall
                           be obligated to satisfy and/or remove same

                  (d)      Termination. In the event of termination of this
                           Agreement pursuant to this Section 4.1, upon
                           Purchaser's delivery of the Documents and the
                           Purchaser's Information (as those terms are defined
                           in Article V) to Seller, the Earnest Money shall be
                           delivered to Purchaser, except for the Independent
                           Consideration, which shall be paid to Seller, and
                           thereafter neither party shall have any further
                           rights or obligations hereunder, except for the
                           rights and obligations arising pursuant to Sections
                           5.3 and 6.4.

                                   ARTICLE V.
                                   INSPECTION

Section 5.1 Inspection Period.

                  Seller, subject to the provisions of the Lease, shall permit
                  Purchaser and its authorized agents and representatives to
                  enter upon the Real Property at all


                                       5

<PAGE>
                  reasonable times during normal business hours to inspect and
                  conduct reasonably necessary tests. After the Effective Date,
                  Purchaser, at Purchaser's expense, shall also be entitled to
                  have conducted on its behalf, subject to the operations of the
                  restaurant, inspections of the Improvements and Personalty.
                  Such entry and inspections may be conducted only during the
                  period (the "INSPECTION PERIOD") commencing on the Effective
                  Date and ending at 5:00 p.m., Dallas, Texas time on the date
                  (the "INSPECTION PERIOD EXPIRATION DATE") that is twenty-five
                  (25) days following the Effective Date; provided, however,
                  that so long as this Agreement has not been terminated,
                  Purchaser shall have the right, subject to the operations of
                  the restaurant, to enter upon the Real Property at all
                  reasonable times during normal business hours subsequent to
                  the Inspection Period Expiration Date and prior to the Closing
                  for the purposes of continuing its inspection of the same so
                  long as Purchaser complies with each of the provisions of this
                  Agreement, including, without limitation, the provisions of
                  this Article V relating to such entry and inspection.
                  Notwithstanding the foregoing, in no event shall such entry
                  and inspection subsequent to the Inspection Period Expiration
                  Date serve to extend Purchaser's right to terminate this
                  Agreement on or before the Inspection Period Expiration Date
                  as provided in Section 5.4 hereof. Purchaser shall notify
                  Seller, in writing, of its intention, or the intention of its
                  agents or representatives, to enter the Real Property at least
                  twenty-four (24) hours prior to such intended entry, and
                  notify Seller of any tests to be conducted thereon. Purchaser
                  shall bear the cost of all such inspections and tests. At
                  Seller's option, Seller may be present for any inspection or
                  test.

Section 5.2 Document Review.

                  (a)      Documents. Within ten (10) days after the Effective
                           Date, Seller shall deliver to Purchaser the
                           following, if in the possession of Seller
                           (collectively, the "DOCUMENTS"):

                           (i)      copies of any Plans;

                           (ii)     to the extent allowed by the author, copies
                                    of all existing soil, engineering,
                                    architectural, and environmental reports
                                    covering the Property in Seller's
                                    possession;

                           (iii)    copies of all Service Contracts, if any;

                           (iv)     a list of the Personalty to be conveyed, if
                                    any; and

                           (v)      copies of all Permits in Seller's
                                    possession.

                  (b)      Proprietary Information. Purchaser acknowledges that
                           any and all of the Documents are proprietary and
                           confidential in nature and will be delivered


                                       6

<PAGE>
                  to Purchaser solely to assist Purchaser in determining the
                  feasibility of purchasing the Property. Purchaser agrees not
                  to disclose the contents of the Documents to any party outside
                  of Purchaser's organization except to certain of its
                  attorneys, accountants, lenders, or investors (collectively,
                  the "PERMITTED OUTSIDE PARTIES"). Purchaser further agrees
                  that the Documents shall be disclosed and exhibited only to
                  those persons within Purchaser's organization or to those
                  Permitted Outside Parties who are responsible for determining
                  the feasibility of Purchaser's acquisition of the Property. In
                  permitting the Permitted Outside Parties to review the
                  Documents or other information to assist Purchaser, Seller has
                  not waived any privilege or claim of confidentiality with
                  respect thereto, and no third party benefits or relationships
                  of any kind, either express or implied, have been offered,
                  intended or created by Seller and any such claims are
                  expressly rejected by Seller and waived by Purchaser and the
                  Permitted Outside Parties, for whom, by its execution of this
                  Agreement, Purchaser is acting as an agent with regard to such
                  waiver.

         (c)      Return of Documents. Purchaser shall return all of the
                  Documents, any and all copies Purchaser has made of the
                  Documents, and all copies of any studies, reports, or test
                  results obtained by Purchaser in connection with its
                  inspection of the Property (collectively, the "PURCHASER'S
                  INFORMATION") on the earlier to occur of (i) such time as
                  Purchaser determines that it shall not acquire the Property,
                  or (ii) such time as this Agreement is terminated for any
                  reason.

         (d)      No Representation or Warranty by Seller. Purchaser hereby
                  acknowledges that Seller has not made and does not make any
                  warranty or representation regarding the truth, accuracy, or
                  completeness of the Documents or the source(s) thereof, and
                  that Seller has not undertaken any independent investigation
                  as to the truth, accuracy, or completeness of the Documents
                  and is providing the Documents solely as an accommodation to
                  Purchaser. Seller expressly disclaims and Purchaser waives any
                  and all liability for representations or warranties, express
                  or implied, statements of fact, and other matters contained in
                  the Documents, or for any omissions from the Documents, or in
                  any other written or oral communications transmitted or made
                  available to Purchaser. Purchaser shall rely solely upon its
                  own investigation with respect to the Property, including,
                  without limitation, the Property's physical, environmental, or
                  economic condition, compliance or lack of compliance with any
                  ordinance, order, permit, or regulation or any other attribute
                  or matter relating thereto.

Section 5.3 Inspection Obligations.

         (a)      Purchaser's Responsibilities. In conducting any inspections,
                  investigations, examinations, or tests of the Property,
                  Purchaser and its


                                       7

<PAGE>
                  agents and representatives shall: (i) not interfere with the
                  operation and maintenance of the Property; (ii) not damage any
                  part of the Property or any personal property; (iii) not
                  injure or otherwise cause bodily harm to Seller or its agents,
                  guests, invitees, contractors and employees; (iv) maintain
                  commercial general liability (occurrence basis) insurance in
                  terms and amounts reasonably satisfactory to Seller covering
                  any accident arising in connection with the presence of
                  Purchaser, its agents, and its representatives on the
                  Property, and shall deliver a certificate of insurance
                  verifying such coverage (and naming Seller as an additional
                  insured) to Seller prior to entry upon the Property; (v)
                  promptly pay when due the costs of all tests, investigations,
                  and examinations done with regard to the Property; (vi) not
                  permit any liens to attach to the Real Property by reason of
                  the exercise of its rights hereunder; (vii) fully restore the
                  Land and the Improvements to the condition in which the same
                  were found before any such inspection or tests were
                  undertaken; (viii) not reveal or disclose any information
                  obtained during the Inspection Period concerning the Property
                  and the Documents to anyone outside Purchaser's organization,
                  except in accordance with the confidentiality standards set
                  forth in Section 5.2(b) hereof, and (ix) deliver to Seller a
                  copy of all Purchaser's Information.

         (b)      PURCHASER'S AGREEMENT TO INDEMNIFY. PURCHASER SHALL INDEMNIFY,
                  DEFEND, AND HOLD SELLER HARMLESS FROM AND AGAINST ANY AND ALL
                  LIENS, CLAIMS, CAUSES OF ACTION, DAMAGES, LIABILITIES, AND
                  EXPENSES (INCLUDING REASONABLE LEGAL FEES AND EXPENSES)
                  ARISING OUT OF PURCHASER'S INSPECTIONS OR TESTS OR ANY
                  VIOLATION OF THE PROVISIONS OF THIS SECTION 5.3 EXCEPT AS MAY
                  BE CAUSED BY THE NEGLIGENCE OF SELLER, ITS EMPLOYEES, AGENTS
                  OR INVITEES. THIS INDEMNITY SHALL SURVIVE THE CLOSING OR
                  EARLIER TERMINATION OF THIS AGREEMENT.

Section 5.4 Right of Termination.

         If, during the Inspection Period, Purchaser shall, for any reason, in
         Purchaser's sole discretion, judgment, and opinion, be dissatisfied
         with any aspect of the Property or any item examined by Purchaser
         pursuant to this Agreement, Purchaser shall be entitled, as its sole
         remedy, to terminate this Agreement by giving written notice to Seller
         on or before the Inspection Period Expiration Date (but no later than
         3:00 p.m., Dallas, Texas time on the Inspection Period Expiration
         Date), whereupon all of the provisions of this Agreement (except
         Sections 5.3 and 6.4) shall terminate. Upon such termination, neither
         Seller nor Purchaser shall have any further obligation or liability to
         the other hereunder, except as provided in Sections 5.3 and 6.4 hereof,
         and upon Purchaser's delivery to Seller of the Documents and
         Purchaser's Information, the Earnest Money shall


                                       8

<PAGE>
         be returned to Purchaser, less the Independent Consideration which
         shall be paid to Seller.

Section 5.5 Property Conveyed "AS IS".

         (a)      DISCLAIMER OF REPRESENTATIONS AND WARRANTIES BY SELLER.
                  NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IT
                  IS UNDERSTOOD AND AGREED THAT EXCEPT AS EXPRESSLY SET FORTH IN
                  SECTION 8.2 HEREOF, SELLER HAS NOT MADE AND IS NOT NOW MAKING,
                  AND SELLER SPECIFICALLY DISCLAIMS AND PURCHASER WAIVES, ANY
                  WARRANTIES, REPRESENTATIONS, OR GUARANTIES OF ANY KIND OR
                  CHARACTER, EXPRESS OR IMPLIED, ORAL OR WRITTEN, PAST, PRESENT,
                  OR FUTURE, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT
                  LIMITED TO, WARRANTIES, REPRESENTATIONS OR GUARANTIES AS TO
                  (I) MATTERS OF TITLE (OTHER THAN SELLER'S WARRANTY OF TITLE
                  SET FORTH IN THE DEED DESCRIBED IN SECTION 6.2(A)(IV) TO BE
                  DELIVERED AT CLOSING); (II) ENVIRONMENTAL MATTERS RELATING TO
                  THE PROPERTY OR ANY PORTION THEREOF; (III) GEOLOGICAL
                  CONDITIONS, INCLUDING, WITHOUT LIMITATION, SUBSIDENCE,
                  SUBSURFACE CONDITIONS, WATER TABLE, UNDERGROUND WATER
                  RESERVOIRS, LIMITATIONS REGARDING THE WITHDRAWAL OF WATER AND
                  EARTHQUAKE FAULTS AND THE RESULTING DAMAGE OF PAST AND/OR
                  FUTURE EARTHQUAKES; (IV) WHETHER AND THE EXTENT TO WHICH, THE
                  REAL PROPERTY OR ANY PORTION THEREOF IS AFFECTED BY ANY STREAM
                  (SURFACE OR UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA,
                  FLOOD PLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD; (V) DRAINAGE;
                  (VI) SOIL CONDITIONS, INCLUDING THE EXISTENCE OF INSTABILITY,
                  PAST SOIL REPAIRS, SOIL ADDITIONS OR CONDITIONS OF SOIL FILL,
                  OR SUSCEPTIBILITY TO LANDSLIDES, OR THE SUFFICIENCY OF ANY
                  UNDERSHORING; (VII) ZONING TO WHICH THE REAL PROPERTY OR ANY
                  PORTION THEREOF MAY BE SUBJECT; (VIII) THE AVAILABILITY OF ANY
                  UTILITIES TO THE PROPERTY OR ANY PORTION THEREOF, INCLUDING,
                  WITHOUT LIMITATION, WATER, SEWAGE, GAS, AND ELECTRIC; (IX)
                  USAGES OF ADJOINING PROPERTY; (X) ACCESS TO THE REAL PROPERTY
                  OR ANY PORTION THEREOF; (XI) THE VALUE, COMPLIANCE WITH THE
                  PLANS AND SPECIFICATIONS, SIZE, LOCATION, AGE, USE, DESIGN,
                  QUALITY, DESCRIPTION, SUITABILITY, STRUCTURAL INTEGRITY,
                  OPERATION, TITLE TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE
                  PROPERTY OR ANY PORTION THEREOF, OR ANY INCOME,


                                       9

<PAGE>
                  EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS, OR CLAIMS ON
                  OR AFFECTING OR PERTAINING TO THE PROPERTY OR ANY PART
                  THEREOF; (XII) THE PRESENCE OF HAZARDOUS SUBSTANCES IN (AS
                  DEFINED IN SECTION 5.5(C)) IN ON, UNDER, OR IN THE VICINITY OF
                  THE REAL PROPERTY; (XIII) THE CONDITION OR USE OF THE PROPERTY
                  OR COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST, PRESENT OR
                  FUTURE FEDERAL, STATE OR LOCAL ORDINANCES, RULES, REGULATIONS,
                  OR LAWS, BUILDING FIRE OR ZONING ORDINANCES, CODES OR OTHER
                  SIMILAR LAWS; (XIV) THE EXISTENCE OR NON-EXISTENCE OF
                  UNDERGROUND STORAGE TANKS; (XV) ANY OTHER MATTER AFFECTING THE
                  STABILITY OR INTEGRITY OF THE REAL PROPERTY; (XVI) THE
                  POTENTIAL FOR FURTHER DEVELOPMENT OF THE REAL PROPERTY; (XVII)
                  THE EXISTENCE OF VESTED LAND USE, ZONING, OR BUILDING
                  ENTITLEMENTS AFFECTING THE REAL PROPERTY; (XVIII) THE
                  MERCHANTABILITY OF THE PROPERTY OR FITNESS OF THE PROPERTY FOR
                  ANY PARTICULAR PURPOSE (PURCHASER AFFIRMING THAT PURCHASER HAS
                  NOT RELIED ON SELLER'S SKILL OR JUDGMENT TO SELECT OR FURNISH
                  THE PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT SELLER MAKES
                  NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY PARTICULAR
                  PURPOSE); OR (XIX) TAX CONSEQUENCES (INCLUDING, BUT NOT
                  LIMITED TO, THE AMOUNT, USE, OR PROVISIONS RELATING TO ANY TAX
                  CREDITS).

         (b)      SALE "AS IS". PURCHASER HAS NOT RELIED UPON AND WILL NOT RELY
                  UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR
                  WARRANTY OF SELLER OR ANY OF ITS AGENTS AND ACKNOWLEDGES THAT
                  NO SUCH REPRESENTATIONS HAVE BEEN MADE. PURCHASER REPRESENTS
                  THAT IT IS A KNOWLEDGEABLE, EXPERIENCED, AND SOPHISTICATED
                  PURCHASER OF REAL ESTATE AND THAT IT IS RELYING SOLELY ON ITS
                  OWN EXPERTISE AND THAT OF PURCHASER'S CONSULTANTS IN
                  PURCHASING THE PROPERTY. PURCHASER WILL CONDUCT SUCH
                  INSPECTIONS AND INVESTIGATIONS OF THE PROPERTY AS PURCHASER
                  DEEMS NECESSARY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL
                  AND ENVIRONMENTAL CONDITIONS THEREOF, AND SHALL RELY UPON
                  SAME. UPON CLOSING, PURCHASER SHALL ASSUME THE RISK THAT
                  ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO, ADVERSE
                  PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN
                  REVEALED BY PURCHASER'S INSPECTIONS AND INVESTIGATIONS AND
                  HEREBY WAIVES ANY CLAIM PURCHASER MAY HAVE, NOW OR IN THE
                  FUTURE, IN


                                       10

<PAGE>
                  CONNECTION WITH ANY SUCH ADVERSE MATTERS, INCLUDING, WITHOUT
                  LIMITATION, ANY RIGHT OF CONTRIBUTION. PURCHASER ACKNOWLEDGES
                  AND AGREES THAT UPON CLOSING, SELLER SHALL SELL AND CONVEY TO
                  PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS,
                  WHERE IS," WITH ALL FAULTS. PURCHASER FURTHER ACKNOWLEDGES AND
                  AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR
                  REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PROPERTY BY
                  SELLER, ANY AGENT OF SELLER OR ANY THIRD PARTY. THE TERMS AND
                  CONDITIONS OF THIS SECTION 5.5 SHALL EXPRESSLY SURVIVE THE
                  CLOSING, NOT MERGE WITH THE PROVISIONS OF ANY CLOSING
                  DOCUMENTS AND SHALL BE INCORPORATED INTO THE DEED. SELLER IS
                  NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR WRITTEN
                  STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING TO THE
                  PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE,
                  SERVANT, OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET
                  FORTH OR REFERRED TO HEREIN. PURCHASER ACKNOWLEDGES THAT THE
                  PURCHASE PRICE REFLECTS THE "AS IS" NATURE OF THIS SALE AND
                  ANY FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS THAT
                  MAY BE ASSOCIATED WITH THE PROPERTY. PURCHASER HEREBY
                  EXPRESSLY WAIVES ANY CLAIM OF FRAUDULENT INDUCEMENT. PURCHASER
                  HAS FULLY REVIEWED THE DISCLAIMERS, ASSUMPTIONS, AND WAIVERS
                  SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL AND UNDERSTANDS
                  THE SIGNIFICANCE AND EFFECT THEREOF. PURCHASER FURTHER
                  ACKNOWLEDGES AND AGREES THAT THE PROVISIONS OF THIS ARTICLE V
                  AND IN PARTICULAR THIS SECTION 5.5 ARE AN INTEGRAL PART OF
                  THIS AGREEMENT AND THAT SELLER WOULD NOT HAVE AGREED TO SELL
                  THE PROPERTY TO PURCHASER FOR THE PURCHASE PRICE WITHOUT SUCH
                  PROVISIONS.

         (c)      Hazardous Substances Defined. For purposes hereof, "HAZARDOUS
                  SUBSTANCES" means any hazardous, toxic or dangerous waste,
                  substance or material, pollutant or contaminant, as defined
                  for purposes of the Comprehensive Environmental Response,
                  Compensation and Liability Act of 1980 (42 U.S.C. Sections
                  9601 et seq.), as amended, or the Resource Conservation and
                  Recovery Act (42 U.S.C. Sections 6901 et seq.), as amended, or
                  any other federal, state, or local law, ordinance, rule, or
                  regulation applicable to the Property, or any substance which
                  is toxic, explosive, corrosive, flammable, infectious,
                  radioactive, carcinogenic, mutagenic or otherwise hazardous,
                  or any substance which contains gasoline, diesel fuel or other
                  petroleum hydrocarbons, polychlorinated


                                       11

<PAGE>
                  biphenyls (pcbs), radon gas, urea formaldehyde, asbestos, lead
                  or electromagnetic waves.

Section 5.6 Investigative Studies.

         As additional consideration for the transaction contemplated herein,
         Purchaser agrees that it will provide to Seller, immediately following
         the receipt of same by Purchaser, copies of any and all reports, tests,
         or studies involving structural or geologic conditions or
         environmental, hazardous waste, or Hazardous Substances contamination
         of the Property which reports, tests or studies shall be addressed to
         both Seller and Purchaser at no cost to Seller; provided, however,
         Purchaser shall have no obligation to cause any such tests or studies
         to be performed on the Property. In the event that such reports, tests
         or studies indicate that additional investigation may be required,
         either Seller or Purchaser may request (at the cost of the party
         requesting same) that such additional investigation be completed,
         provided that neither Seller nor Purchaser shall be obligated to
         undertake any such additional investigation and either Purchaser or
         Seller shall be entitled to terminate this Agreement rather than
         proceed with any such additional investigation. No deadline or time
         period in this Agreement shall be extended by virtue of any such
         additional investigation. Seller hereby acknowledges that Purchaser has
         not made and does not make any warranty or representation regarding the
         truth or accuracy of any such studies or reports and has not undertaken
         any independent investigation as to the truth or accuracy thereof.
         Purchaser shall have no liability or culpability of any nature as a
         result of having provided such information to Seller or as a result of
         Seller's reliance thereon. Purchaser shall be responsible for any and
         all costs, claims, damages, and liabilities caused by any testing
         performed or required by Purchaser.

Section 5.7 Purchaser Represented by Counsel.

         Purchaser hereby represents and warrants to Seller that: (i) Purchaser
         is not in a significantly disparate bargaining position in relation to
         Seller; (ii) Purchaser is represented by legal counsel in connection
         with the transaction contemplated by this Agreement; and (iii)
         Purchaser is purchasing the Property for business, commercial,
         investment, or other similar purpose and not for use as Purchaser's
         residence.

                                  ARTICLE VI.
                                     CLOSING

Section 6.1 Closing Date. 

         The Closing shall be held in the offices of Closing Agent, or such
         other location as may be mutually agreed upon by Seller and Purchaser,
         at 10:00 a.m. (Dallas, Texas time) on the thirtieth (30th) day
         following the Inspection Period Expiration

                                       12

<PAGE>
         Date (the "CLOSING DATE"), or at such other time as mutually agreed by
         Seller and Purchaser.

Section 6.2 Closing Matters.

         (a)      Seller's Deliveries. At Closing, expressly conditioned upon
                  Purchaser's performance of its obligations under Section
                  6.2(b), Seller shall deliver:

                  (i)      possession of the Property, subject to the Permitted
                           Exceptions, as modified herein;

                  (ii)     to the extent available and in Seller's possession,
                           copies of all Permits;

                  (iii)    an executed and acknowledged special warranty deed
                           (the "DEED") in the form set forth in Exhibit B
                           conveying the Real Property subject to the Permitted
                           Exceptions;

                  (iv)     a bill of sale in substantially the form of Exhibit C
                           (the "BILL OF SALE"), executed and acknowledged by
                           Seller, conveying without warranty the Personalty;

                  (v)      an executed Assignment and Assumption of Warranties
                           in substantially the form of Exhibit E (the
                           "ASSIGNMENT OF WARRANTIES");

                  (vi)     a certificate of Seller respecting the non-foreign
                           status of Seller in the form set forth in Exhibit D
                           attached hereto;

                  (vii)    the originals of the Warranties, Service Contracts,
                           Plans and Permits in Seller's possession;

                  (viii)   an executed Lease between Purchaser and Dave &
                           Buster's I, L.P. ("TENANT") in the form attached
                           hereto as Exhibit F (the "LEASE"); and

                  (ix)     such other documents as may be reasonably required by
                           Closing Agent, including, but not limited to,
                           documents evidencing the authority of Seller to
                           consummate the sale of the Property in accordance
                           with this Agreement and designating those persons
                           authorized to execute and deliver all necessary
                           documents at Closing.


                                       13

<PAGE>
         (b)      Purchaser's Deliveries. At Closing, Purchaser shall deliver:

                  (i)      the remaining funds for the Purchase Price to the
                           Closing Agent, sent by wire transfer of immediately
                           available federal funds to the account designated by
                           Closing Agent and available for disbursement no later
                           than 11:00 a.m. (Dallas, Texas time) on the Closing
                           Date;

                  (ii)     the Note, duly executed by Purchaser;

                  (iii)    the Assignment of Warranties, duly executed and
                           acknowledged by Purchaser;

                  (iv)     the Lease, duly executed and acknowledged by
                           Purchaser; and

                  (v)      such other documents as may be reasonably required by
                           Seller or Closing Agent, including, but not limited
                           to, a certified copy of documents evidencing the
                           authority of Purchaser to consummate the purchase of
                           the Property in accordance with this Agreement and
                           designating those persons authorized to execute and
                           deliver all necessary documents at Closing.

         (c)      Prorations. Ad valorem taxes (whether for real estate or
                  personal property) against the Real Property will be prorated
                  at Closing as of the Closing Date based on the tax bills for
                  the year of the Closing. Seller shall pay to Purchaser at
                  Closing (or credit the Purchase Price) the portion of the
                  taxes on the Real Property from the beginning of the current
                  year to the Closing Date. If Closing occurs before that year's
                  tax bills are available, the proration will be based on the
                  latest tax rate applied to 90% of the Purchase Price.

         (d)      Preparation of Documents. All of the documents that are not
                  attached hereto as exhibits to be executed at Closing shall be
                  in form prepared to the reasonable satisfaction of Seller and
                  Purchaser.

Section 6.3 Closing Costs.

         Except as otherwise provided in Section 7.3, each party shall be
         responsible for the payment of its own attorneys' fees incurred in
         connection with the transaction that is the subject of this Agreement.
         Any escrow fee charged by the Title Company shall be paid equally by
         Purchaser and Seller. Any transfer or documentary stamp tax, or similar
         charge (the "TRANSFER TAXES"), shall be paid by Seller at Closing.
         Except as otherwise expressly and specifically provided to the contrary
         in this Section 6.3 or otherwise in this Agreement, Seller shall pay


                                       14

<PAGE>
         only the filing fees for recording the Deed, the basic premium for the
         Title Policy, one-half (-1/2) of the escrow fees, and the Transfer
         Taxes. Except as otherwise expressly provided to the contrary in this
         Section 6.3 or otherwise in this Agreement, Purchaser shall pay any and
         all other costs, including, without limitation, one-half (-1/2) of the
         escrow fees, all premiums associated with extended coverage or any
         endorsements or modifications to the Title Policy, the costs of any
         updated Survey, and all other closing costs of any nature and costs of
         any inspections or tests Purchaser authorizes or conducts.

Section 6.4 Real Estate Commission.

         Seller agrees to pay, at Closing, to United Country Timberline Realty,
         Inc. and Staubach Retail Services, Inc. (collectively, the "BROKERS"),
         a real estate commission in accordance with separate written contracts,
         but only in the event of a Closing in strict accordance with this
         Agreement. The payment of the aforementioned commission to the Brokers
         by Seller shall fully satisfy any obligations of Seller for the payment
         of any real estate commission hereunder or in connection herewith.
         Seller and Purchaser each represent and warrant to the other that no
         real estate brokerage commission is payable to any person or entity in
         connection with the transaction contemplated hereby (other than as
         described above in this Section 6.4), and each agrees to and does
         hereby indemnify and hold the other harmless against the payment of any
         commission to any person or entity (other than as described above in
         this Section 6.4) claiming by, through or under Seller or Purchaser, as
         applicable. This indemnification shall extend to any and all claims,
         liabilities, costs, and expenses (including reasonable attorneys' fees
         and litigation costs) arising as a result of such claims and shall
         survive the Closing.

Section 6.5 Conditions Precedent to Seller's Obligations.

         Seller's obligation to consummate Closing hereunder is expressly
         conditioned on the satisfaction, at or before the Closing Date or such
         earlier date as is specified below, of each of the following conditions
         (any one or more of which may be waived, in whole or in part by Seller,
         at Seller's option):

         (a)      All of the representations and warranties of Purchaser
                  contained in this Contract shall have been true and correct
                  when made and shall be true and correct on the Closing Date
                  with the same effect as if made on and as of such date.

         (b)      Purchaser shall have performed, observed and complied with all
                  covenants, agreements and conditions required by this Contract
                  to be performed, observed and complied with on its part prior
                  to or as of the Closing.

Section 6.6 Conditions Precedent to Purchaser's Obligations.

                  Purchaser's obligations hereunder (including, without
                  limitation, its obligation to purchase and accept the


                                       15

<PAGE>
                  Property) are expressly conditioned on the satisfaction, at or
                  before the Closing Date or such earlier date as is specified
                  below, of each of the following conditions (any one or more of
                  which may be waived, in whole or in part, by Purchaser at
                  Purchaser's option):

                  (a)      All of the representations and warranties of Seller
                           contained in this Contract shall have been true and
                           correct when made, and shall be true and correct on
                           the Closing Date with the same effect as if made on
                           and as of such date.

                  (b)      Seller shall have performed, observed and complied
                           with all covenants, agreements and conditions
                           required by this Contract to be performed, observed
                           and complied with on its part prior to or as of the
                           Closing hereof.

                  (c)      The physical condition of the Property shall be
                           substantially the same on the Closing Date as on the
                           Effective Date.

                  (d)      As of Closing, no proceedings shall be pending or
                           threatened which could or would involve the change,
                           redesignation, redefinition or other modification of
                           the zoning classification (if any) of (or any zoning,
                           building or environmental code requirements
                           applicable to) the Property, or any portion thereof.

                                  ARTICLE VII.
                                    REMEDIES

Section 7.1 Seller's Remedies.

                  Other than the matters provided in Sections 5.3 and 6.4
                  hereof, in the event Purchaser falls to perform any of its
                  obligations pursuant to this Agreement for any reason except
                  failure by Seller to perform hereunder, Seller shall be
                  entitled to terminate this Agreement and recover the Earnest
                  Money as liquidated damages and not as penalty, in full
                  satisfaction of claims against Purchaser hereunder. Seller and
                  Purchaser agree that the Seller's damages resulting from
                  Purchaser's default are difficult, if not impossible, to
                  determine and the Earnest Money is a fair and reasonable
                  estimate of those damages which has been agreed to in an
                  effort to cause the amount of said damages to be certain.

Section 7.2 Purchaser's Remedies.

                  In the event Seller fails to perform its obligations pursuant
                  to this Agreement (other than a breach of representation or
                  warranty) for any reason except failure by Purchaser to
                  perform hereunder, Purchaser may elect, as its sole remedies,
                  to (a) terminate this Agreement by giving Seller timely
                  written notice of such election prior to or at Closing or (b)
                  enforce specific performance of the 

                                       16

<PAGE>
                  obligations of Seller and, upon delivery of the Documents and
                  the Purchaser's Information to Seller, recover the Earnest
                  Money in accordance with Section 7.4, less the Independent
                  Consideration which shall be paid to Seller. In the event of a
                  material breach of representation or warranty by Seller
                  discovered by Purchaser after Closing, Purchaser's remedies
                  are limited to those described in Section 8.4. IN NO EVENT
                  SHALL SELLER, ITS DIRECT OR INDIRECT PARTNERS, SHAREHOLDERS,
                  OWNERS, OR AFFILIATES, ANY OFFICER, DIRECTOR, EMPLOYEE,
                  ATTORNEY, OR AGENT OF THE FOREGOING, OR ANY AFFILIATE OR
                  CONTROLLING PERSON THEREOF HAVE ANY LIABILITY, BEYOND ITS
                  INTEREST IN THE REAL PROPERTY, FOR ANY CLAIM, CAUSE OF ACTION,
                  OR OTHER LIABILITY ARISING OUT OF OR RELATING TO THIS
                  AGREEMENT OR THE PROPERTY, WHETHER BASED ON CONTRACT, COMMON
                  LAW, STATUTE, EQUITY, OR OTHERWISE (COLLECTIVELY, THE
                  "CLAIMS"), AND PURCHASER HEREBY WAIVES THE CLAIMS.

Section 7.3 Attorneys' Fees.

                  In the event either party hereto is required to employ an
                  attorney in connection with claims by one party against the
                  other arising from the operation of this Agreement, the
                  non-prevailing party shall pay the prevailing party all
                  reasonable fees and expenses, including attorneys' fees,
                  incurred in connection with such transaction.


                                       17

<PAGE>
Section 7.4 Disposition of Earnest Money.

                  In the event of a termination of this Agreement by either
                  Seller or Purchaser, Closing Agent is authorized to deliver
                  the Earnest Money to the party hereto entitled to same
                  pursuant to the terms hereof on or before the fifth (5th) day
                  following receipt by the Closing Agent and non-terminating
                  party of written notice of such termination from the
                  terminating party, unless the other party hereto notifies the
                  Closing Agent that it disputes the right of the other party to
                  receive the Earnest Money. In such event, the Closing Agent
                  shall interplead the Earnest Money into a court of competent
                  jurisdiction in Dallas County, Texas. All attorneys' fees and
                  costs and Closing Agent's costs and expenses incurred in
                  connection with such interpleader shall be assessed against
                  the party that is not awarded the Earnest Money or if the
                  Earnest Money is distributed in part to both parties, then in
                  proportion of such distribution. Notwithstanding the
                  foregoing, in the event this Agreement is terminated and
                  Purchaser is entitled to receive the Earnest Money, Closing
                  Agent is not authorized to deliver the Earnest Money to
                  Purchaser unless and until Seller notifies Closing Agent in
                  writing that it has received the Documents and the Purchaser's
                  Information. Seller agrees to deliver said notice promptly
                  following its receipt of the Documents and the Purchaser's
                  Information.

                                 ARTICLE VIII.
                   REPRESENTATIONS, WARRANTIES, AND COVENANTS

Section 8.1 Purchaser's Representations and Warranties.

                  (a)      Authority of Purchaser. Purchaser represents and
                           warrants that Purchaser has full right, power, and
                           authority to enter into this Agreement and, at
                           Closing, will have full right, power and authority to
                           consummate the sale provided for herein.

                  (b)      No Bankruptcy or Receivership. That at no time on or
                           before the Closing Date, shall any of the following
                           have occurred with respect to Purchaser, and if
                           Purchaser is a partnership, to any general partners
                           of Purchaser: (i) the commencement of a case under
                           Title 11 of the United States Code, as now
                           constituted or hereafter amended, or under any other
                           applicable federal or state bankruptcy law or other
                           similar law; (ii) the appointment of a trustee or
                           receiver of any property interest; (iii) an
                           assignment for the benefit of creditors; (iv) an
                           attachment, execution or other judicial seizure of a
                           substantial property interest; (v) the taking of,
                           failure to take, or submission to any action
                           indicating an inability to meet its financial
                           obligations as they accrue; or (vi) a dissolution or
                           liquidation, death or incapacity.

Section 8.2 Seller's Representations and Warranties.


                                       18

<PAGE>
                  (a)      Seller is a Missouri corporation validly existing and
                           in good standing, and Seller is qualified to do
                           business in all states in which qualification is
                           necessary to conduct its business, and has the
                           authority to execute this Agreement and conclude the
                           transactions contemplated therein.

                  (b)      There is no pending or, to the knowledge of Seller,
                           threatened condemnation or similar proceeding or
                           special assessment (inclusive of assessments for
                           street widening, repair, or improvement), or change
                           in zoning affecting the Real Property.

                  (c)      Seller has received no written notice concerning the
                           Property from any Governmental Authority (as defined
                           below in this Section 8.2) about a violation of any
                           federal, state, county, or city statute, ordinance,
                           code, rule, or regulation or stating that any
                           investigation has commenced or is contemplated
                           regarding any violation.

                  (d)      There is no pending or, to Seller's knowledge,
                           threatened material litigation or administrative
                           proceeding affecting the Property.

                  (e)      There are no attachments, executions, assignments for
                           the benefit of creditors, or voluntary or involuntary
                           proceedings in bankruptcy or under other debtor
                           relief laws contemplated by, pending, or threatened
                           against Seller.

                  (f)      All necessary certificates of occupancy, licenses,
                           permits, authorizations, consents, and approvals
                           required by all governmental or quasi-governmental
                           authorities having jurisdiction, and the requisite
                           certificates of the local Board of Fire Underwriters
                           (or other body exercising similar functions) have
                           been issued for the Improvements, have been paid for
                           in full, and are in full force and effect.

                  (g)      Seller has not received any notices from any
                           insurance company or board of underwriters of any
                           defects or inadequacies in the Property or any part
                           thereof which would adversely affect the insurability
                           of the Property or increase the premiums for the
                           insurance on the Property.

                  (h)      The Improvements and Personalty at Closing will be
                           owned by Seller free and clear of any conditional
                           bills of sale, chattel mortgages, security agreements
                           or financing statements or other liens or security
                           interests of any kind.

                  (i)      To Seller's knowledge, no default or breach exists
                           under any of the covenants, conditions, restrictions,
                           rights-of-way or easements, if any, 


                                       19

<PAGE>
                           affecting all or any portion of the Property which
                           are to be performed or complied with by the owner of
                           the Property.

                  (j)      No work has been performed or is in progress at, and
                           no materials have been furnished to, the Property
                           which, though not presently the subject of, might
                           give rise to, mechanics', materialmen's or other
                           liens against the Property or any portion thereof. If
                           any lien for such work is filed before or after
                           Closing hereunder, Seller shall promptly discharge
                           the same.

                  (k)      Seller has duly filed with the proper authorities all
                           federal, state and local tax returns and reports
                           relating to the Real Property required by law or
                           regulation to be filed. The Property has been
                           rendered and valued for ad valorem and similar taxes
                           and assessments as fully improved.

                  (l)      To Seller's knowledge, there are no adverse or other
                           parties in possession of the Property, or any part
                           thereof, except Seller, nor has any party been
                           granted any license, lease, or other right relating
                           to the use or possession of the Property, or any part
                           thereof, except the Permitted Encumbrances.

                  (m)      To Seller's knowledge, there are no threatened or
                           endangered species or their habitat on the Property.

                  (n)      Seller warrants that it has not received notice of
                           any environmental hazards or conditions that affect
                           the Property, and that it has not received notice
                           that there are any Hazardous Substances on the
                           Property.

                  (o)      Seller has not used the Property for the storage or
                           disposal of Hazardous Substances and has not received
                           notice that the Property was ever used for those
                           purposes.


                  The term "GOVERNMENTAL AUTHORITY" means the United States of
                  America, the state, county, and city where the Property is
                  located, and any other political subdivision in which the
                  Property is located or which exercises jurisdiction over the
                  Property, and any agency, department, commission, board,
                  bureau, property owners association, utility district, flood
                  control district, improvement district, or similar district,
                  or other instrumentality of any of them.

Section 8.3 Seller's Covenants.  

                  Seller hereby covenants and agrees with Purchaser as follows:

                  (a)      At all time from the Effective Date until the Closing
                           Date, Seller shall maintain (or cause to be
                           maintained, in accordance with the terms of the
                           Lease) in force, fire and extended coverage insurance
                           upon the Real Property for not less than the full
                           replacement value of the Real Property, 


                                       20

<PAGE>
                           and commercial general liability insurance with
                           respect to injury or death to persons and damage to
                           property in an amount not less than $1,000,000; and

                  (b)      Prior to the Closing, Seller shall maintain the
                           Improvements in their present condition and repair,
                           except for normal wear and tear and any casualty or
                           condemnation, and Seller shall not remove any
                           fixtures, equipment, furnishings and other personalty
                           from the Improvements without replacing them with new
                           items of like or greater value.

                  (c)      Seller shall not negotiate, execute or commit to
                           enter into (i) any tenant lease; or (ii) any
                           modification, amendment restatement or renewal of any
                           of the leases, without Purchaser's prior written
                           consent in each instance.

                  (d)      Seller shall not enter into any third party contract
                           with respect to the Property which will survive the
                           Closing.

                  (e)      Pending Closing, Seller shall operate and manage the
                           Property in a normal businesslike manner, and shall
                           perform when due, all of Seller's obligations under
                           all third party contracts, insurance policies,
                           governmental approvals and any other agreements
                           relating to the Property and otherwise in accordance
                           with applicable laws, ordinances, rules and
                           regulations affecting the Property.

                  (f)      Seller has paid or will pay in full, prior to
                           Closing, all bills and invoices for labor, goods,
                           materials and services of any kind with respect to
                           the Property and utility charges relating to the
                           period prior to Closing.

                  (g)      All action required pursuant to this Contract which
                           is necessary to effectuate the transactions
                           contemplated herein will be taken promptly and in
                           good faith by Seller, and Seller shall furnish
                           Purchaser with such documents or further assurances
                           as Purchaser may reasonably require.

                  (h)      After the date hereof and prior to Closing, no part
                           of the Property, nor any interest therein, will be
                           alienated, liened, encumbered or otherwise
                           transferred.

                  (i)      Seller shall promptly notify Purchaser of any change
                           in any condition with respect to the Property or of
                           any event or circumstance which makes any
                           representation or warranty of Seller to Purchaser
                           under this Contract untrue or misleading in any
                           material respect, it being understood that Seller's
                           obligation to provide notice to Purchaser under this
                           Section 8.3 shall in no way relieve Seller of any
                           liability for a breach by Seller of any of its
                           representations, warranties or covenants under this
                           Contract.


                                       21

<PAGE>
Section 8.4 Survival of Representations and Warranties.

                  Except as otherwise expressly set forth herein, the
                  representations and warranties set forth in Section 8.2 shall
                  be continuing and shall be true and correct on and as of the
                  Closing Date with the same force and effect as if made at that
                  time, and such representations and warranties shall survive
                  the Closing for a period of six (6) months, at which time they
                  shall expire and terminate and be of no further force and
                  effect unless a claim for breach thereof has been instituted
                  within such six (6) month period; PROVIDED, HOWEVER, Purchaser
                  shall have the right to bring an action thereon only if (i)
                  Purchaser has given the Seller written notice of the
                  circumstances giving rise to the alleged breach within such
                  six (6) month period, and (ii) the aggregate, actual damages
                  from all breaches by Seller exceeds $50,000.

Section 8.5 Knowledge Standard.

                  For purposes of this Agreement, wherever the terms "SELLER'S
                  KNOWLEDGE" or "TO THE BEST OF SELLER'S KNOWLEDGE" is used, it
                  shall be limited to the actual knowledge (being the current,
                  conscious awareness of facts or other information, without
                  investigation or implied duty to investigate) of John Davis,
                  Bryan Spain, or Chas Michel; provided, however, the foregoing
                  individuals are acting for and on behalf and in their
                  capacities as officers of Seller or one or more of Seller's
                  affiliates and are in no manner expressly or impliedly making
                  any of these representations in their individual capacity and
                  Purchaser hereby waives any right to sue or to seek any
                  judgment or claim against any of them on an individual basis.
                  The term "TO SELLER'S KNOWLEDGE" or "TO THE BEST OF SELLER'S
                  KNOWLEDGE" shall not include knowledge imputed to the Seller
                  from any other person.

                                  ARTICLE IX.
                                  CONDEMNATION

Section 9.1 Condemnation.

                  If, prior to Closing, any governmental authority or other
                  entity having condemnation authority shall institute an
                  eminent domain proceeding or take any steps preliminary
                  thereto (including the giving of any direct or indirect notice
                  of intent to institute such proceedings) with regard to a
                  Material Portion (as hereinafter defined) of the Real
                  Property, and the same is not dismissed on or before ten (10)
                  days prior to Closing, Purchaser shall be entitled, as its
                  sole remedy, to terminate this Agreement by giving written
                  notice to Seller on or before the earlier to occur of (a) ten
                  (10) days following notice by Seller to Purchaser of such
                  condemnation, or (b) the Closing Date. In the event Purchaser
                  does not terminate this Agreement pursuant to the preceding
                  sentence, Purchaser shall be conclusively deemed to have
                  elected to close the acquisition of the Property subject to
                  such condemnation, without any reduction in Purchase Price,
                  and waives any right to terminate this Agreement as a result
                  thereof. For purposes 


                                       22

<PAGE>
                  of this Section 9.1, a "MATERIAL PORTION" shall mean that
                  portion of the Real Property which, if taken or condemned,
                  would reduce the value of the Property by not less than
                  $1,000,000.00. Notwithstanding anything to the contrary
                  herein, if any eminent domain proceeding is instituted (or
                  notice of which is given) solely for the taking of any
                  subsurface rights for utility easements or for any
                  right-of-way easement, and the surface may, after such taking,
                  be used in substantially the same manner as though such rights
                  had not been taken, Purchaser shall not be entitled to
                  terminate this Agreement as to any part of the Real Property,
                  but any award resulting therefrom shall be the exclusive
                  property of Purchaser upon Closing. In the event Purchaser
                  elects to terminate this Agreement under this Section 9.1, the
                  Earnest Money (less the Independent Consideration) shall be
                  returned to Purchaser upon Seller's receipt of the Documents
                  and Purchaser's Information in accordance with Section 5.4,
                  and neither party to this Agreement shall thereafter have any
                  further rights or obligations hereunder except as otherwise
                  provided in Sections 5.3 and 6.4 hereof. If Purchaser waives
                  (or is deemed to have waived) the right to terminate this
                  Agreement as a result of such a condemnation, despite such
                  condemnation, Seller and Purchaser shall close this Agreement
                  in accordance with the terms hereof with no reduction in the
                  Purchase Price, and Seller shall assign to Purchaser at
                  Closing all of Seller's right, title and interest in and to
                  all proceeds resulting or to result from said condemnation and
                  Seller will execute and deliver to Purchaser at Closing, or
                  thereafter on demand, all proper instruments for the
                  assignment to and collection by Purchaser of any such award.

                                   ARTICLE X.
                                  RISK OF LOSS

Section 10.1 Risk of Loss.


                  Until Closing, Seller alone shall bear the risk of loss should
                  there be damage to any of the Improvements by fire or other
                  casualty (collectively, "CASUALTY"). If, prior to the Closing,
                  any of the Improvements shall be damaged by a Casualty, Seller
                  shall take all action necessary to preserve and protect the
                  Improvements from further loss or damage, and Seller shall
                  deliver to Purchaser within seven (7) business days of such
                  Casualty written notice ("CASUALTY LOSS NOTICE") of such
                  Casualty after it has made its determination provided for in
                  Section 10.2 hereof.

Section 10.2 Loss.


                  As used herein, the Improvements shall be "MATERIALLY DAMAGED"
                  if the cost of restoring the same to their condition prior to
                  the fire or other casualty in full compliance with all
                  applicable building and zoning laws, ordinances and
                  regulations will exceed $100,000 but will not exceed $500,000
                  whether or not such damage is covered by insurance. As used
                  herein, the Improvements shall be "SUBSTANTIALLY DAMAGED" if
                  the cost of restoring the same to their condition prior to the
                  fire or other casualty in full compliance with all applicable
                  building 


                                       23

<PAGE>
                  and zoning laws, ordinances and regulations will equal or
                  exceed $500,000, whether or not such damage is covered by
                  insurance. If the Improvements are Materially Damaged,
                  Purchaser (but not Seller) may either (a) terminate this
                  Contract by delivering written notice to Seller within ten
                  (10) business days following Seller's delivery of the Casualty
                  Loss Notice (said period hereinafter called "FIRST CASUALTY
                  OPTION PERIOD") or (b) waive its right of termination and
                  proceed to close this transaction in accordance with the terms
                  hereof without reduction to the Purchase Price (the "WAIVER
                  OPTION"). Failure of Purchaser to deliver written notice of
                  termination within said fifteen (15) day period shall be
                  conclusively deemed to be an election by Purchaser of the
                  Waiver Option. If the Improvements are Substantially Damaged,
                  either party may terminate this Contract by delivering written
                  notice to the other party within the First Casualty Option
                  Period. Failure to provide notice shall be deemed an election
                  on both parties part to proceed in accordance with the terms
                  hereof. If this Contract does not terminate pursuant to the
                  terms of this Section 10.2 prior to expiration of the First
                  Casualty Option Period or, in the event the Improvements are
                  neither Materially Damaged nor Substantially Damaged: (a) the
                  transaction shall close in accordance with its terms
                  notwithstanding the casualty; (b) Seller shall promptly
                  commence and thereafter complete within a reasonable period of
                  time the repair of the Improvements to substantially the same
                  condition as existed prior to the loss; and (c) Seller shall
                  deposit the insurance proceeds with the Title Company and the
                  Title Company shall be authorized to disburse that sum: (i) to
                  Seller in monthly installments based upon the value of the
                  work and materials completed upon Purchaser's acceptance of
                  the completed work, which acceptance shall not be unreasonably
                  withheld or delayed or (ii) to Purchaser if Seller fails to
                  complete such work within a reasonable time following Closing
                  and Purchaser gives written notice to Seller and Title Company
                  terminating the escrow, in which event Purchaser shall apply
                  the escrowed funds so delivered to it to the reasonable cost
                  of completion of such work. Any excess of such funds over the
                  above such cost shall be remitted by Purchaser to Seller. If
                  this transaction closes prior to the repair of any damage, the
                  Title Policy may contain the standard exception relating to
                  mechanic's liens and pending disbursements as provided by Rule
                  P-8 of the Rules promulgated by the Texas Board of Insurance.
                  Upon completion of the repairs, Seller shall cause the Title
                  Company to remove the exception. If Closing is postponed in
                  order for Seller to complete such repairs and Seller fails to
                  substantially complete same not later than a date which would
                  allow Closing to occur on or prior to February 1, 2002,
                  Purchaser (as its sole remedy) may either terminate this
                  Agreement by written notice to Seller or close with the
                  establishment of the above mentioned escrow account. In the
                  event Seller or Purchaser elects to terminate this Agreement
                  under this Section 10.2, the Earnest Money (less the
                  Independent Consideration) shall be returned to Purchaser upon
                  Seller's receipt of the Documents and Purchaser's Information
                  and thereafter neither party to this Agreement shall
                  thereafter have any further rights or obligations hereunder,
                  except as otherwise provided in Sections 5.3 and 6.4 hereof.
                  If Purchaser elects the Waiver Option, then at the sole option
                  of Seller, (a) Seller shall repair the Improvements to
                  substantially their condition prior to such 


                                       24

<PAGE>
                  damage, or (b) Seller shall deliver to Purchaser an amount
                  equal to the deductible and assign to Purchaser all of its
                  rights in the resulting casualty insurance proceeds (but the
                  amount of such deductible plus insurance proceeds shall not
                  exceed the lesser of (i) the cost of repair or (ii) the
                  Purchase Price) and a pro rata share of the rental or business
                  loss proceeds, if any, from the insurance coverage. In the
                  event Seller elects to assign insurance proceeds, (A)
                  Purchaser may notify all appropriate insurance companies of
                  its interest in the insurance proceeds, and (B) all casualty
                  insurance proceeds payable as a result of the loss (subject to
                  the limitation herein described) and Purchaser's pro rata
                  share of any rental or business loss proceeds shall be
                  assigned to Purchaser at Closing.

Section 10.3 Non-Material Loss.

                  In the event, in Seller's determination, the Improvements have
                  been neither Materially Damaged or Substantially Damaged by a
                  Casualty, the rights and obligations of the parties shall not
                  be affected thereby and at the sole option of Seller, (a)
                  Seller shall repair the Improvements to substantially their
                  condition prior to such damage, or (b) Seller shall deliver to
                  Purchaser an amount equal to the deductible and assign to
                  Purchaser all of its rights in the resulting casualty
                  insurance proceeds (but the amount of such deductible plus
                  insurance proceeds shall not exceed the lesser of (i) the cost
                  of repair or (ii) the Purchase Price) and a pro rata share of
                  the rental or business loss proceeds, if any, from the
                  insurance coverage. In the event Seller elects to assign
                  insurance proceeds, (A) Purchaser may notify all appropriate
                  insurance companies of its interest in the insurance proceeds,
                  and (B) all casualty insurance proceeds payable as a result of
                  the loss (subject to the limitation herein described) and
                  Purchaser's pro rata share of any rental or business loss
                  proceeds shall be assigned to Purchaser at Closing.

Section 10.4 Delay in Completion of Repairs.

                  If Seller has elected to repair and if the repairs cannot be
                  completed by the Closing Date, the Seller may, at Seller's
                  sole option, and following notice to Purchaser of Seller's
                  exercise of such option on or before Closing, postpone the
                  Closing Date until five (5) days following substantial
                  completion of the repairs (but in no event more than thirty
                  (30) days following the Closing Date), notwithstanding
                  anything in Section 6.1 of this Agreement to the contrary;
                  provided, however, in the event Seller has failed for any
                  reason whatsoever to substantially complete such repairs on or
                  before the date that is thirty (30) days following the Closing
                  Date, Seller shall deliver to Purchaser an amount equal to the
                  deductible and assign to Purchaser all of its rights in the
                  resulting casualty proceeds, (but the amount of such
                  deductible plus insurance proceeds shall not exceed the lesser
                  of (i) cost of repair or (ii) the Purchase Price) and a pro
                  rata share of the rental or business loss proceeds, if any,
                  from the insurance coverage, and, if Seller has executed one
                  or more contracts for the repairs, Seller shall assign to
                  Purchaser, and Purchaser shall assume in writing, all of
                  Seller's rights 


                                       25

<PAGE>
                  and obligations under such contracts and the amount of such
                  deductible payable to Purchaser shall be reduced by the amount
                  of any out-of-pocket expenditures incurred by Seller in
                  connection with such repairs.

                                  ARTICLE XI.
                                  MISCELLANEOUS

Section 11.1 Entire Agreement.

                  This Agreement contains the entire agreement of the parties
                  hereto. There are no other agreements, oral or written, and
                  this Agreement can be amended only by written agreement signed
                  by the parties hereto, and by reference, made a part hereof.

Section 11.2 Agreement Binding on Parties; Assignment.

                  This Agreement, and the terms, covenants, and conditions
                  herein contained, shall inure to the benefit of and be binding
                  upon the heirs, personal representatives, successors, and
                  assigns of each of the parties hereto. Purchaser may assign
                  its rights under this Agreement only upon the following
                  conditions: (i) the assignee of Purchaser must be an affiliate
                  (as that term is defined in the rules and regulations
                  promulgated by the Securities and Exchange Commission under
                  the Securities Act of 1933, as amended) of Purchaser, (ii) all
                  of the Earnest Money must have been delivered in accordance
                  with Section 2.2, (iii) the Inspection Period shall be deemed
                  to have ended, (iv) Purchaser shall remain primarily liable
                  for the performance of Purchaser's obligations, (v) Purchaser
                  shall agree to reimburse Seller for its reasonable legal fees
                  and expenses, if any, incurred in connection with revisions to
                  the closing documents resulting from such assignment, and (vi)
                  a copy of the fully executed written assignment and assumption
                  agreement along with the taxpayer identification number of the
                  proposed assignee, shall be delivered to Seller at least ten
                  (10) days prior to Closing. No transfer or assignment in
                  violation of this Section 11.2 is valid or enforceable.

Section 11.3 Effective Date.

                  The Effective Date of this Agreement shall be the date on
                  which the Closing Agent acknowledges its receipt of a copy of
                  this Agreement executed by both Seller and Purchaser and
                  receipt of the Earnest Money. The execution hereof by Seller
                  shall constitute an offer by Seller to Purchaser to sell the
                  Property on the terms and conditions herein stated, which must
                  be accepted by Purchaser on or before November 9, 2001. If
                  Seller's offer is not timely accepted, this Agreement shall
                  thereafter be null and void.

Section 11.4 Notice.


                                       26

<PAGE>
                  All notices, requests, approvals, consents, and other
                  communications required or permitted under this Agreement
                  ("NOTICES") must be in writing and are effective:

                  (a)      on the business day sent if (i) sent by telecopier
                           prior to 5:00 p.m. Dallas, Texas time, (ii) the
                           sending telecopier generates a written confirmation
                           of sending, and (iii) a confirming copy is sent on
                           the same business day by one of the other methods
                           specified below.

                  (b)      on the next business day after delivery, on a
                           business day, to a nationally recognized overnight
                           courier service for prepaid overnight delivery.

                  (c)      3 days after being deposited in the United States
                           mail, certified, return receipt requested, postage
                           prepaid, or

                  (d)      upon receipt if delivered by any method other than
                           the methods specified above.


                  All Notices must be sent to the address for each party
                  specified below or to any other address any party specifies by
                  ten (10) days' prior notice to the other party.

      Seller:           D & B Realty Holding, Inc.
                        2481 Manana Drive
                        Dallas, Texas 75220
                        Attn: John Davis, Esq.
                        Fax: (214) 357-1536
                        Email: john_davis@daveandbusters.com

      with a copy       Kane, Russell, Coleman & Logan, P.C.
      to:               3700 Thanksgiving Tower
                        1601 Elm Street
                        Dallas, Texas  75201
                        Attn:  Scott A. Dyche
                        Fax:  (214) 777-4299
                        Email:  sdyche@krcl.com

      and to:           Staubach Retail Services, Inc.
                        15601 Dallas Parkway
                        Suite 400
                        Addison, Texas 75001
                        Attn: Mike Holsomback
                        Fax: (972) 361-5909
                        Email: holsomback@staubach.com

      Purchaser:        KAZA I, LTD.
                        c/o AMCAM, INC., its General Partner


                                       27

<PAGE>
                        10803 Keystone Bend
                        Austin, Texas 78750
                        Attn: James A. Bieber
                        Fax: (512) 336-1055
                        Email: 123roxy@swbell.net

      with a copy       McLeroy, Alberts & Benjamin, P.C.
      to:               608 West 12th Street
                        Austin, Texas  78701
                        Attn: Christopher M. Benjamin
                        Fax:  (512) 472-1622
                        Email: cbenjamin@att.net

      Closing Agent/    Hexter-Fair Title Company
      Title Company:    8333 Douglas Avenue

                        Suite 130
                        Dallas, Texas  75225
                        Attn: Carol Erick
                        Fax:  (214) 987-3351
                        Email:  caerick@hexter-fair.com

Section 11.5 Time of the Essence.

         Time is of the essence in all things pertaining to the performance of
         this Agreement.

Section 11.6 Place of Performance.

         This Agreement is made and shall be performable in Dallas, Texas, and
         shall be construed in accordance with the laws of the State of Texas,
         without regard to principles of conflicts of law.

Section 11.7 Currency.


         All dollar amounts are expressed in United States currency.

Section 11.8 Section Headings.

         The section headings contained in this Agreement are for convenience
         only and shall in no way enlarge or limit the scope or meaning of the
         various and several sections hereof.


                                       28

<PAGE>
Section 11.9 Obligations.

         To the extent necessary to carry out the terms and provisions hereof,
         and unless otherwise specifically provided elsewhere herein, the terms,
         conditions, obligations and rights set forth herein shall not be deemed
         terminated at the time of Closing, nor will they merge into the various
         documents executed and delivered at the time of Closing.

Section 11.10 Business Days.

         In the event that any date or any period provided for in this Agreement
         shall end on a Saturday, Sunday, or legal holiday in the state defined
         in Section 11.6 hereof, the applicable date or period shall be extended
         to the first business day following such Saturday, Sunday, or legal
         holiday.

Section 11.11 No Recordation.

         Without the prior written consent of Seller, there shall be no
         recordation of either this Agreement or any memorandum hereof, or any
         affidavit pertaining hereto and any such recordation of this Agreement
         or memorandum hereto by Purchaser without the prior written consent of
         Seller shall constitute a default hereunder by Purchaser, whereupon
         this Agreement shall, at the option of Seller, terminate and be of no
         further force and effect. Upon termination, all Earnest Money shall be
         immediately delivered to Seller, whereupon the parties shall have no
         further duties or obligations one to the other except as provided in
         Sections 5.3 and 6.4.

Section 11.12 Multiple Counterparts.

         This Agreement may be executed in multiple counterparts, each of which
         is to be deemed an original for all purposes. This Agreement may be
         executed by facsimile signature.

Section 11.13 Severability.

         If any provision of this Agreement or application to any party or
         circumstance shall be determined by any court of competent jurisdiction
         to be invalid and unenforceable to any extent, the remainder of this
         Agreement or the application of such provision to such person or
         circumstances, other than those as to which it is so determined invalid
         or unenforceable, shall not be affected thereby, and each provision
         hereof shall be valid and shall be enforced to the fullest extent
         permitted by law.

Section 11.14 Taxpayer ID.


                                       29

<PAGE>
         Purchaser's Taxpayer ID Number is _______________.

Section 11.15 Section 1031 Exchange.

         Purchaser may elect, upon notice to Seller given prior to the Closing
         Date, to exchange the fee title in the Property for other property of
         like kind and qualifying use within the meaning of Section 1031 of the
         Internal Revenue Code of 1986, as amended, and the Regulations
         promulgated thereunder (the "1031 EXCHANGE TRANSACTION"). In order to
         facilitate the 1031 Exchange Transaction, Purchaser may retain the
         services of a Qualified Intermediary within the meaning of Treas. Reg.
         1.1031(k)-1(g)(4), which shall provide services to Purchaser in
         connection with Purchaser's 1031 Exchange Transaction. Purchaser
         expressly reserves the right to assign its rights under this Agreement
         to a Qualified Intermediary on or before the Closing Date. However,
         this assignment in no way relieves Purchaser of any obligations or
         duties under this Agreement. By executing this Agreement, Seller agrees
         to cooperate with Purchaser and the Qualified Intermediary, at no
         additional cost to Seller, to effect the 1031 Exchange Transaction and
         to execute and deliver any and all documents which reasonably may be
         required to effect the 1031 Exchange Transaction.

                                    SELLER:

                                    D & B REALTY HOLDING, INC.,
                                    a Missouri corporation

DATE:  November 9, 2001             By:   /s/ Chas Michel               
                                       ---------------------------------
                                    Name: Chas Michel                   
                                         -------------------------------
                                    Title:      Treasurer                     
                                          ------------------------------------


                                    PURCHASER:

                                    KAZA I, LTD.,
                                    a Texas limited partnership

                                    By:   AMCAM, INC., a Texas corporation
                                    Its:  General Partner

DATE: November 9, 2001                    By:   /s/ James A. Bieber          
                                             -----------------------------------
                                                James A. Bieber
                                          Its:  President



                                       30

<PAGE>
                            JOINDER BY CLOSING AGENT

         Hexter-Fair Title Company, referred to in this Agreement as the Closing
Agent, hereby acknowledges that it received this Agreement executed by Seller
and Purchaser and the Earnest Money on the 12th day of November 2001 (the
"EFFECTIVE DATE"), and accepts the obligations of the of the Closing Agent as
set forth herein. The Closing Agent hereby agrees to hold and distribute the
Earnest Money in accordance with the terms and provisions of this Agreement.

                                    HEXTER-FAIR TITLE COMPANY

                                    By:   /s/ Carol Erick            
                                       ---------------------------------------
                                    Name: Carol Erick                
                                         -------------------------------------
                                    Title:      Executive Vice President
                                          ------------------------------------



                                       31

<PAGE>
                                    EXHIBIT A

                            LEGAL DESCRIPTION OF LAND

                                  [TO BE ADDED]




                                       1

<PAGE>
                                    EXHIBIT B

                              SPECIAL WARRANTY DEED

STATE OF TEXAS    Section
                  Section     KNOW ALL MEN BY THESE PRESENTS THAT:

COUNTY OF HARRIS  Section


         THAT D & B REALTY HOLDING, INC., a Missouri corporation ("GRANTOR"),
for and in consideration of the sum of TEN AND NO/100 Dollars ($10.00) and other
good and valuable consideration in hand paid by KAZA I, LTD., a Texas limited
partnership ("GRANTEE"), the receipt and sufficiency of which are hereby
acknowledged, has GRANTED, SOLD AND CONVEYED and by these presents does GRANT,
SELL AND CONVEY unto Grantee all of Grantor's rights, titles, powers, privileges
and interests in and to that certain real property situated in Harris County,
Texas, and more particularly described on Exhibit A attached hereto and made a
part hereof for all purposes (the "LAND"), together with (i) all buildings,
improvements, fixtures and other items of real estate located on the Land
(collectively, the "IMPROVEMENTS"), and (ii) all and singular the rights,
titles, benefits, privileges, remainders, reversions, easements, tenements,
hereditaments, interests and appurtenances of Grantor pertaining to the Land and
the Improvements, including, without limitation, any right, title and interest
of Grantor (but without warranty whether statutory, express or implied) in and
to adjacent strips or gores, if any, between the Land and abutting properties,
and in and to adjacent streets, highways, roads, alleys or rights-of-way, either
at law or in equity, in possession or expectancy (all of the above-described
properties together with the Land and the Improvements are hereinafter
collectively referred to as the "PROPERTY"). This conveyance is made and
accepted subject and subordinate to (a) standby fees, taxes and assessments by
any taxing authority for the current year, and subsequent years, and subsequent
taxes and assessments by any taxing authority for prior years due to change in
land usage or ownership, and (b) the matters set forth on Exhibit B attached
hereto and made a part hereof for all purposes (collectively, the "PERMITTED
ENCUMBRANCES").

         TO HAVE AND TO HOLD the Property, together with all and singular the
rights and appurtenances thereto in any wise belonging unto Grantee, Grantee's
heirs, executors, administrators, personal representatives, successors and
assigns forever and subject to the Permitted Encumbrances, Grantor does hereby
bind itself, its successors and assigns, to WARRANT AND FOREVER DEFEND all and
singular the Property unto Grantee, Grantee's heirs, executors, administrators,
personal representatives, successors and assigns, against every person
whomsoever lawfully claiming or to claim the same or any part thereof, by,
through or under Grantor, but not otherwise, subject, however, to the Permitted
Encumbrances.


                                       1

<PAGE>
         EXECUTED to be effective for all purposes as of the ___ day of
___________ 2001.

                              GRANTOR:

                              D & B REALTY HOLDING, INC., a Missouri corporation


                              By:                                             
                                 ---------------------------------------------
                              Name:                                           
                                   -------------------------------------------
                              Title:                                          
                                    ------------------------------------------


AFTER RECORDING RETURN TO:

--------------------------
                              
--------------------------

--------------------------

ADDRESS OF GRANTEE:

KAZA I, LTD.
c/o AMCAM, INC.
10803 Keystone Bend
Austin, Texas 78750

STATE OF TEXAS    Section
                  Section
COUNTY OF DALLAS  Section


         This instrument was acknowledged before me on the ____ day of
___________, 2001, by ______________________, ___________________ of D & B
Realty, Inc., a Missouri corporation, on behalf of said corporation.

[SEAL]                                                                  
                                    -------------------------------------------
                                    Notary Public in and for the State of Texas

My commission expires:
                                    ------------------------------------------- 
                                    Printed Name of Notary Public



                                       2

<PAGE>
                                   EXHIBIT "A"

                                LEGAL DESCRIPTION




                                       3

<PAGE>
                                   EXHIBIT "B"

                             PERMITTED ENCUMBRANCES




                                       4

<PAGE>
                                    EXHIBIT C

                           BILL OF SALE AND ASSIGNMENT


         This BILL OF SALE AND ASSIGNMENT (this "AGREEMENT") is made and entered
into effective as of the day of _____________ 2001 (the "EFFECTIVE DATE"), by
and between D & B REALTY HOLDING, INC., a Missouri corporation ("ASSIGNOR"), as
assignor, for the benefit of KAZA I, LTD. a Texas limited partnership
("ASSIGNEE"), as assignee.

                             PRELIMINARY STATEMENTS

         The following statements are a material part of this Agreement:

         A. Concurrently herewith, Assignor is transferring and conveying to
Assignee, by Special Warranty Deed, all of Assignor's interest in and to the
land described on EXHIBIT "A" (the "LAND") attached to this Agreement and
incorporated in this Agreement by reference, together with all improvements
thereon and other property more particularly described therein (collectively,
the "PROPERTY").

         B. Assignor desires to assign to Assignee all of Assignor's interest,
if any, in and to all equipment, machinery, and personal property used on or in
connection with the operation and/or maintenance of the Property; and all of
Assignor's interest, if any, in and to other items of personal property, both
tangible and intangible, affixed or attached to, or in connection with the use,
enjoyment, occupancy and operation of the Property, except those owned by
others, but including the property described below (all of the foregoing
properties and assets being herein collectively called the "ASSIGNED
PROPERTIES").

                                   AGREEMENTS:

         NOW THEREFORE, in consideration of Ten and No/100 Dollars ($10.00) and
other good and valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged:

         1. Assignment. Assignor does hereby ASSIGN, CONVEY, GIVE, GRANT,
BARGAIN, SELL, CONFIRM AND DELIVER unto Assignee and its respective successors
and assigns, all of Assignor's rights, title and interest, if any, in and to the
Assigned Properties. TO HAVE AND TO HOLD all and singular the Assigned
Properties unto Assignee, its successors and assigns, forever, and Assignor does
hereby bind itself, its successors and assigns, to forever WARRANT AND DEFEND
Assignee's title to the Assigned Properties and all rights and interests therein
unto Assignee, its successors and assigns, against all every person and persons
whomsoever lawfully claiming the same or any interest therein, by, through or
under Assignor, but not otherwise.


                                       1

<PAGE>
         2. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of Assignor and Assignee and their respective successors and
assigns.


         IN WITNESS WHEREOF, Assignor has caused this Agreement to be executed
effective as of the Effective Date.

                                    Assignor:

                                    D & B REALTY HOLDING, INC.,
                                    a Missouri corporation

                                    By:                         
                                       ---------------------------------------
                                    Name:                       
                                         -------------------------------------
                                    Title:                      
                                          ------------------------------------



                                       2

<PAGE>
                                   EXHIBIT "A"

                          LEGAL DESCRIPTION OF THE LAND



                                       3

<PAGE>
                                    EXHIBIT D

                       CERTIFICATION OF NON-FOREIGN STATUS

    SECTION 1445 OF THE INTERNAL REVENUE CODE PROVIDES THAT A TRANSFEREE OF A
  UNITED STATES REAL PROPERTY INTEREST MUST WITHHOLD TAX IF THE TRANSFEROR IS A
  FOREIGN PERSON. TO INFORM THE TRANSFEREE, ____________, THAT WITHHOLDING TAX
      IS NOT REQUIRED UPON THE DISPOSITION OF A UNITED STATES REAL PROPERTY
             INTEREST BY D & B REALTY HOLDING, INC. ("SELLER"), THE
         UNDERSIGNED HEREBY CERTIFIES THE FOLLOWING ON BEHALF OF SELLER:

         1. Seller is not a foreign corporation, foreign partnership, foreign
trust or foreign estate (as those terms are defined in the Internal Revenue Code
and Income Tax Regulations promulgated pursuant thereto);

         2. Seller's United States Employer Identification Number is:
___________; and


         3. Seller's office address is: 2481 Manana Drive, Dallas, Texas 75220.


         Seller understands that this Certification may be disclosed to the
Internal Revenue Service by transferee and that any false statement contained
herein could be punished by fine, imprisonment or both. Under penalties of
perjury, I declare that I have examined this Certification and, to the best of
my knowledge and belief, it is true, correct and complete, and I further declare
that I have authority to sign this document on behalf of Seller.

         EXECUTED this ____ day of _______________ 2001, at Dallas, Texas.

                                    SELLER:

                                    D & B REALTY HOLDING, INC.,
                                    a Missouri corporation

                                    By:                                       
                                       ---------------------------------------
                                    Name:                          
                                         -------------------------------------
                                    Title:                         
                                          ------------------------------------


                                       1

<PAGE>
STATE OF TEXAS    Section
                  Section
COUNTY OF DALLAS  Section


         This instrument was ACKNOWLEDGED before me, on the ____ day
of____________ 2001, by ________________________, who declares that he is the
________________ of Dave & Buster's, Inc., a Missouri corporation, on behalf of
said corporation.

                                    ------------------------------------------
[S E A L]                           Notary Public, State of Texas


My Commission Expires:                                                        
                                    ------------------------------------------
                                    Printed Name of Notary Public
------------------------



                                       2

<PAGE>
                                    EXHIBIT E

                            ASSIGNMENT OF WARRANTIES

         This Assignment of Warranties (this "Assignment") is made as of
_______________, 2001, by D & B REALTY HOLDING, INC., a Missouri corporation
("Grantor"), and KAZA I, LTD., a Texas limited partnership ("Grantee").


                                   ASSIGNMENT

         For and in consideration of the sum of Ten and No/100 Dollars ($10.00)
cash and other good and valuable consideration to Grantor paid by Grantee, the
receipt and sufficiency of which are acknowledged, Grantor and Grantee agree as
follows:

1. Assignment. Grantor GRANTS, SELLS, and CONVEYS to Grantee all of Grantor's
interest in the following described properties, rights, and estates
(collectively, the "PROPERTY") that are located on, affixed to, or used in
connection with the real property (the "REAL PROPERTY") described on Exhibit A
attached to this Assignment:

         (a)      all service contracts, vending agreements, assignable
                  licenses, or assignable permits with respect to the Real
                  Property listed on Exhibit B to this Assignment (the
                  "CONTRACTS"), and the continuing rents, issues, and profits
                  from the Contracts, if any;

         (b)      all security deposits, utility deposits, and other deposits
                  and security deposit accounts, if any, maintained with respect
                  to the Real Property (the "DEPOSITS"); and


         (c)      all warranties and guaranties which are applicable to or
                  covering any part of the improvements, personalty, or
                  equipment situated on the Property, if any.


         TO HAVE AND TO HOLD the Property to Grantee, its successors and
         assigns, forever. Grantor binds itself, its successors and assigns, to
         WARRANT AND FOREVER DEFEND, all and singular the Property, subject to
         the warranties, covenants, and conditions in this Assignment, to
         Grantee, its successors and assigns, against every person whomsoever
         lawfully claiming or to claim the Property or any part thereof , by,
         through, and under Grantor, but not otherwise.

2. Assumption. Grantee assumes and agrees to perform all terms, covenants, and
conditions of the Leases and the Contracts, on the part of the lessor or on the
part of the Grantor, as the case may be, therein required to be performed
arising on or after the date of this Assignment. Grantee also assumes and agrees
to hold and pay the Deposits to the persons entitled to them.


                                       1

<PAGE>
3. Indemnities. Grantor shall indemnify, defend, and hold Grantee harmless from
any and all liabilities, claims, demands, damages, and causes of actions that
may now or hereafter be made or asserted against Grantee arising out of or
related to the Property for acts or omissions of Grantor occurring prior to the
date of this Assignment.

Grantee shall indemnify, defend, and hold Grantor harmless from any and all
liabilities, claims, demands, damages, and causes of actions that may now or
hereafter be made or asserted against Grantor arising out of or related to the
Property for acts or omissions occurring on or after the date of this
Assignment.

4. Disclaimer GRANTOR HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR
REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, EXPRESS OR IMPLIED,
OF, AS, TO AND CONCERNING THE FITNESS, SUITABILITY, MERCHANTABILITY OR CONDITION
OF ANY OF THE PROPERTY AND ITS IMPROVEMENTS AND FIXTURES. THE TRANSFER OF THE
PROPERTY TOGETHER WITH THE IMPROVEMENTS AND FIXTURES IS IN THEIR "AS IS," "WHERE
IS" CONDITION, WITH ALL FAULTS.

         DATED EFFECTIVE as of the first date above written.

                                    GRANTOR:

                                    D & B REALTY HOLDING, INC., a Missouri
                                    corporation

                                    By:                                 
                                       --------------------------------------
                                    Name:                               
                                         ------------------------------------
                                    Title:                                   
                                          -----------------------------------

                                    GRANTEE:

                                    KAZA I, LTD., a Texas limited partnership

                                    By:   AMCAM, INC., a Texas corporation
                                    Its:  General Partner

                                          By:               
                                             ---------------------------------
                                                James A. Bieber
                                          Its:  President


                                       2

<PAGE>
                                    EXHIBIT F

                                      LEASE

                                [TO BE ATTACHED]



                                       1

<PAGE>
                                    EXHIBIT G

                                 PROMISSORY NOTE


$2,633,100.00                                                      Dallas, Texas


         FOR VALUE RECEIVED, the undersigned, KAZA I, LTD. (the "Borrower"),
promises to pay to the order of D & B REALTY HOLDING, INC., a Missouri
corporation ("Lender"), at 2481 Manana Drive, Dallas, Texas 75220, or at such
other place as holder hereof may designate in lawful money of the United States
of America in immediately available funds the principal sum of TWO MILLION SIX
HUNDRED THIRTY-THREE THOUSAND ONE HUNDRED and NO/100 DOLLARS ($2,633,100.00) or
so much as advanced hereunder from time to time, together with interest thereon
from day to day outstanding from the date of advance at the rate of seven and
one-half percent (7.5%) per annum, payable as follows:

         Payments of principal and interest, in the amount of $21,212.07 each,
         shall be due and payable monthly, commencing on ________, 2001, and
         continuing regularly on the first (1st) day of each calendar month
         thereafter until __________, 2021 at which time all outstanding
         principal and accrued, unpaid interest shall be due and payable.

         Upon the failure of Borrower to repay the amounts due under this
Promissory Note (this "Note"), when due, the holder hereof shall have the right
to declare the unpaid principal balance and accrued but unpaid interest on this
Note at once due and payable (and upon such declaration, the same shall be at
once due and payable), to foreclose any liens and security interests securing
payment hereof, if any, and to exercise any of its other rights, powers and
remedies, at law or in equity. All such rights, powers, and remedies are
cumulative of each other and of any and all other rights and remedies existing
at law or in equity. Notwithstanding anything to the contrary herein contained,
Lender shall not exercise any rights herein granted until such time as Lender
has given Borrower written notice of default, and has given Borrower the
opportunity to cure such default within ten (10) business days from the date of
actual delivery of the notice to Borrower.

         Should the indebtedness represented by this Note or any part hereof be
collected at law or in equity or in bankruptcy, receivership or other court
proceeding, or should this Note be placed in the hands of attorneys for
collection after default, Borrower agrees to pay, in addition to the principal,
interest due and payable hereon and any other sums due and payable hereunder,
all costs of collecting or attempting to collect this Note, including reasonable
attorneys' fees and expenses (including those incurred in connection with any
appeal).

         Borrower and all endorsers and guarantors of this Note hereby waive
presentment, demand, notice, protest, stay of execution, presentment for
payment, notice of dishonor and of nonpayment, protest, notice of protest,
notice of intent to accelerate, notice of acceleration, all other notices,
filing of suit and diligence in collecting this Note or enforcing any of the
security here for, and all other defenses to payment generally; and hereby
assent to the terms hereof, and 


                                       1

<PAGE>
agree that any renewal, extension, or postponement of the time for payment or
any other indulgence or any substitution, exchange, or release of collateral or
the additional release of any person or entity primarily or secondarily liable,
may be affected without notice to and without releasing Borrower, any endorser
or any guarantor from any liability hereunder or under any related guaranty and
that the holder hereof shall not be required first to institute suit or exhaust
its remedies hereon against Borrower or others liable or to become liable hereon
or to enforce its rights against them or any security herefor.

         Borrower may prepay any sums due and owing hereunder at any time,
without penalty. This Note may be assigned by Borrower, without the necessity of
the consent of Lender.

         It is the intent of Lender and Borrower to conform to and contract in
strict compliance with applicable usury laws from time to time in effect. All
agreements between Lender or any other holder hereof and Borrower are hereby
limited by the provisions of this paragraph which shall override and control all
such agreements, whether now existing or hereafter arising. In no way, nor in
any event or contingency (including but not limited to prepayment, default,
demand for payment, or acceleration of maturity of any obligation), shall the
interest taken, reserved, contracted for, charged, chargeable or received under
this Note, or otherwise, exceed the maximum nonusurious amount permitted by
applicable law (the "Maximum Amount"). If, from any possible construction of any
document, interest would otherwise be payable in excess of the Maximum Amount,
any such construction shall be subject to the provisions of this paragraph and
such document shall, ipso facto, be automatically reformed and the interest
payable shall be automatically reduced to the Maximum Amount, without the
necessity of execution of any amendment or new document. If the holder hereof
shall ever receive anything of value that is characterized as interest under
applicable law and that would apart from this provision be in excess of the
Maximum Amount, an amount equal to the amount that would have been excessive
interest shall, without penalty, be applied to the reduction of the principal
amount owing on the indebtedness evidenced hereby in the inverse order of its
maturity and not to the payment of interest, or refunded to Borrower or the
other payor thereof if and to the extent such amount that would have been
excessive exceeds such unpaid principal. The right to accelerate maturity of
this Note or any other indebtedness does not include the right to accelerate any
interest that has not otherwise accrued on the date of such acceleration, and
the holder hereof does not intend to charge or receive any unearned interest in
the event of acceleration. All interest paid or agreed to be paid to the holder
hereof shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full stated term (including any renewal or
extension) of such indebtedness so that the amount of interest on account of
such indebtedness does not exceed the Maximum Amount. As used in this paragraph,
the term "applicable law" shall mean the laws of the State of Texas or the
federal laws of the United States applicable to this transaction, whichever laws
allow the greater interest, as such laws now exist or may be changed or amended
or come into effect in the future. This provision shall control any other
provision of this Note or in any other documents relating to this Note.

         Lender, as tenant, and Borrower, as landlord, have entered into that
certain Lease Agreement of even date herewith (the "Lease") covering certain
real property and improvements located in Dallas, Texas. Notwithstanding
anything to the contrary contained herein, in the event that Lender shall
default under the Lease, and such default shall remain uncured for the period


                                       2

<PAGE>
provided in the Lease so as to become an Event of Default (as defined in the
Lease), then this Note shall be immediately deemed paid in full and canceled,
and Borrower shall have no further obligations, of any kind, to Lender under
this Note. Any default by Borrower under this Note shall constitute a default by
landlord under the Lease.

THIS NOTE, AND ITS VALIDITY, ENFORCEMENT AND INTERPRETATION, SHALL BE GOVERNED
BY TEXAS LAW (WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES) AND APPLICABLE
UNITED STATES FEDERAL LAW.

         BORROWER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY
RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION (a) ARISING UNDER THIS NOTE OR UNDER ANY OTHER DOCUMENTS, INCLUDING,
WITHOUT LIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF OR (b) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO THIS NOTE (AS NOW OR HEREAFTER MODIFIED) OR ANY
OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH, OR ANY COURSE OR CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN), IN EACH CASE WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR
TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS NOTE MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
PARTIES HERETO TO THE WAIVER OF ANY RIGHT THEY MIGHT OTHERWISE HAVE TO TRIAL BY
JURY.

THE WRITTEN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES,

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

         IN WITNESS WHEREOF, the undersigned has executed and delivered this
Note as of the date and year first above written.

                                    BORROWER:

                                    KAZA I, LTD.,
                                    a Texas limited partnership

                                    By:   AMCAM, INC., a Texas corporation
                                    Its:  General Partner


                                       3

<PAGE>
                                          By:                       
                                             -------------------------------
                                                James A. Bieber
                                          Its:  President



                                       4


<PAGE>
                                                                 EXHIBIT 10.19

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------









                                 LEASE AGREEMENT

                                 By and Between

                                  KAZA I, LTD.,
                           a Texas limited partnership

                                  (As Landlord)

                                       AND

                            DAVE & BUSTER'S I, L.P.,
                           a Texas limited partnership

                                   (As Tenant)

                                December 14, 2001

                                 Houston, Texas

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

<PAGE>
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
1.       Demise of Premises................................................   1

2.       Certain Definitions...............................................   1

3.       Title and Condition...............................................   4

4.       Use of Leased Premises; Quiet Enjoyment...........................   6

5.       Term..............................................................   7

6.       Rent..............................................................   7

7.       Net Lease; Non-Terminability......................................   8

8.       Payment of Impositions; Compliance with Legal Requirements and
         Insurance Requirements............................................   9

9.       Liens; Recording and Title........................................  10

10.      Indemnification and Waiver of Claims..............................  11

11.      Maintenance and Repairs...........................................  12

12.      Alterations.......................................................  13

13.      Condemnation......................................................  14

14.      Insurance.........................................................  17

15.      Restoration.......................................................  20

16.      Subordination to Financing........................................  22

17.      Assignment or Subleasing..........................................  23

18.      Permitted Contests................................................  23

19.      Conditional Limitations; Default Provisions.......................  24

20.      Additional Rights of Landlord and Tenant..........................  27

21.      Notices...........................................................  28

22.      Estoppel Certificates.............................................  30
</TABLE>



                                       i

<PAGE>

<TABLE>
<S>                                                                         <C>
23.      Surrender and Holding Over........................................  30

24.      No Merger of Title................................................  31

25.      Definition of Landlord............................................  31

26.      Hazardous Substances..............................................  31

27.      Entry by Landlord.................................................  33

28.      No Usury..........................................................  33

29.      Separability......................................................  33

30.      Miscellaneous.....................................................  34

31.      Additional Rent...................................................  35
</TABLE>



                                       ii

<PAGE>
                                 LEASE AGREEMENT

         THIS LEASE AGREEMENT (this "LEASE") made as of the 14th day
 of December
2001, by and between KAZA I, LTD., a Texas limited partnership, having an office
at 10803 Keystone Bend, Austin Texas 78750 ("LANDLORD"), and DAVE & BUSTER'S I,
L.P., a Texas limited partnership, having its principal office at 2481 Manana
Drive, Dallas, Texas 75220 ("TENANT").

         In consideration of the rents and provisions herein stipulated to be
paid and performed, Landlord and Tenant, intending to be legally bound, hereby
covenant and agree as follows:

         1.       Demise of Premises. Landlord hereby demises and leases to
Tenant and Tenant hereby takes and leases from Landlord for the term and upon
the provisions hereinafter specified the following described property (the
"LEASED PREMISES"): (i) the lot or parcel of land described on Exhibit A
attached hereto and made a part hereof, together with the easements, rights, and
appurtenances hereunto belonging or appertaining ("LAND"); (ii) the buildings,
structures, and other improvements on the Land (collectively, the
"IMPROVEMENTS"); and (iii) the machinery and equipment which is attached to the
Improvements in such a manner as to become fixtures under applicable law,
together with all additions and accessions thereto, substitutions therefor and
replacements thereof permitted by this Lease (collectively, the "EQUIPMENT"),
excepting therefrom the Trade Fixtures (as hereinafter defined).

         2.       Certain Definitions.

                  "ADDITIONAL RENT" shall mean Additional Rent as defined in
Paragraph 32.

                  "ADJOINING PROPERTY" shall mean all sidewalks, curbs, gores,
and vault spaces adjoining the Leased Premises.

                  "ALTERATION" or "ALTERATIONS" shall mean any or all changes,
additions (whether or not adjacent to or abutting any then existing buildings),
expansions (whether or not adjacent to or abutting any then existing buildings),
improvements, reconstructions, removals, or replacements of any of the
Improvements or Equipment, both interior or exterior, and ordinary and
extraordinary.

                  "BASIC RENT" shall mean Basic Rent as defined in Paragraph 6.

                  "BASIC RENT PAYMENT DATES" shall mean the Basic Rent Payment
Dates as defined in Paragraph 6.

                  "COMMENCEMENT DATE" shall mean the Commencement Date as
defined in Paragraph 5.


                                       1

<PAGE>
                  "CONDEMNATION" shall mean a Taking and/or a Requisition.

                  "DEFAULT RATE" shall mean the Default Rate as defined in
Paragraph 19(b)(iv).

                  "EQUIPMENT" shall mean the Equipment as defined in Paragraph
1.

                  "EVENT OF DEFAULT" shall mean an Event of Default as defined
in Paragraph 19(a).

                  "IMPOSITIONS" shall mean the Impositions as defined in
Paragraph 8.

                  "IMPROVEMENTS" shall mean the Improvements as defined in
Paragraph 1.

                  "INSURANCE REQUIREMENT" or "INSURANCE REQUIREMENTS" shall
mean, as the case may be, any one or more of the terms of each insurance policy
required to be carried by Tenant under this Lease and the requirements of the
issuer of such policy, and whenever Tenant shall be engaged in making any
Alteration or Alterations, repairs or construction work of any kind
(collectively, "WORK"), the term "INSURANCE REQUIREMENT" or "INSURANCE
REQUIREMENTS" shall be deemed to include a requirement that Tenant obtain or
cause its contractor to obtain completed value builder's risk insurance when the
estimated cost of the Work in any one instance exceeds the sum of One Hundred
Thousand Dollars ($100,000.00) and that Tenant or its contractor shall obtain
worker's compensation insurance or other adequate insurance coverage covering
all persons employed in connection with the Work, whether by Tenant, its
contractors or subcontractors and with respect to whom death or bodily injury
claims could be asserted against Landlord.

                  "LAND" shall mean the Land as defined in Paragraph 1.

                  "LAW" shall mean any constitution, statute, or rule of law.

                  "LEASED PREMISES" shall mean the Leased Premises as defined in
Paragraph 1.

                  "LEGAL REQUIREMENT" or "LEGAL REQUIREMENTS" shall mean, as the
case may be, any one or more of all present and future laws, codes, ordinances,
orders, judgments, decrees, injunctions, rules, regulations and requirements,
even if unforeseen or extraordinary, of every duly constituted governmental
authority or agency (but excluding those which by their terms are not applicable
to and do not impose any obligation on Tenant, Landlord, or the Leased Premises)
and all covenants, restrictions and conditions now of record which may be
applicable to Tenant, Landlord (with respect to the Leased Premises) or to all
or any part of or interest in the Leased Premises, or to the use, manner of use,
occupancy, possession, operation, maintenance, alteration, repair or
reconstruction of the Leased Premises, even if compliance therewith (i)
necessitates structural changes or improvements (including by way of example but
not limitation changes required to comply with the "Americans with Disabilities
Act of 1990", the "Texas Architectural Barriers Act", OSHA required safety
modifications, and compliance with Texas


                                       2

<PAGE>
Health and Safety Code in regards fire extinguishers, fire escapes, rest rooms,
sanitation, etc.) or results in interference with the use or enjoyment of the
Leased Premises or (ii) requires Tenant to carry insurance other than as
required by the provisions of this Lease.

                  "LENDER" shall mean an entity identified as such in writing to
Tenant that makes a Loan to Landlord, secured by a Mortgage and evidenced by a
Note or which is the holder of the Mortgage and Note as a result of an
assignment thereof.

                  "LOAN" shall mean a loan made by a Lender to Landlord secured
by a Mortgage and evidenced by a Note.

                  "MORTGAGE" shall mean a first priority mortgage or similar
security instrument hereafter executed covering the Leased Premises from
Landlord to Lender.

                  "NET AWARD" shall mean the entire award payable to Landlord by
reason of a Condemnation, less any reasonable expenses incurred by Landlord in
collecting such award.

                  "NET PROCEEDS" shall mean the entire proceeds of any insurance
required under clauses (i), (iv), (v) or (vi) of Paragraph 14(a), less any
actual and reasonable expenses incurred by Landlord in collecting such proceeds.

                  "NOTE" or "NOTES" shall mean a Promissory Note or Notes
hereafter executed from Landlord to Lender, which Note or Notes will be secured
by a Mortgage and an assignment of leases and rents.

                  "PERMITTED ENCUMBRANCES" shall mean those covenants,
restrictions, reservations, liens, conditions, encroachments, easements, and
other matters of title that affect the Leased Premises as of the date of
Landlord's acquisition thereof, excepting, however, any such matters arising
from the acts of Landlord (such as liens arising as a result of judgments
against Landlord).

                  "REPLACED EQUIPMENT" or "REPLACEMENT EQUIPMENT" shall mean the
Replaced Equipment and Replacement Equipment, respectively, as defined in
Paragraph 11(d).

                  "REQUISITION" shall mean any temporary condemnation or
confiscation of the use or occupancy of the Leased Premises by any governmental
authority, civil or military, whether pursuant to an agreement with such
governmental authority in settlement of or under threat of any such requisition
or confiscation, or otherwise.

                  "RESTORATION" shall mean the Restoration as defined in
Paragraph 13(c)(i).

                  "STATE" shall mean the State of Texas.


                                       3

<PAGE>
                  "TAKING" shall mean any taking of the Leased Premises in or by
condemnation or other eminent domain proceedings pursuant to any law, general or
special, or by reason of any agreement with any condemner in settlement of or
under threat of any such condemnation or other eminent domain proceedings or by
any other means, or any de facto condemnation.

                  "TERM" shall mean the Term as defined in Paragraph 5.

                  "TERMINATION DATE" shall mean the Termination Date as defined
in Paragraph 13(b)(i)(A).

                  "TRADE FIXTURES" shall mean all fixtures, equipment and other
items of personal property (whether or not attached to the Improvements) that
are owned by Tenant and used in the operation of the business conducted on the
Leased Premises.

         3.       Title and Condition.

                  a.       The Leased Premises are demised and let subject to
(i) the Permitted Encumbrances, (ii) all Legal Requirements and Insurance
Requirements, including any existing violation of any thereof, and (iii) the
condition of the Leased Premises as of the commencement of the Term without
representation or warranty by Landlord; it being understood and agreed, however,
that the recital of the Permitted Encumbrances herein shall not be construed as
a revival of any thereof which for any reason may have expired.

                  b.       LANDLORD LEASES AND WILL LEASE AND TENANT TAKES AND
WILL TAKE THE LEASED PREMISES "AS IS", AND TENANT ACKNOWLEDGES THAT LANDLORD
(WHETHER ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND
WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE LEASED PREMISES,
INCLUDING ANY WARRANTY OR REPRESENTATION AS TO ITS FITNESS FOR USE OR PURPOSE,
DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE, AS TO THE QUALITY OF THE
MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, AS TO LANDLORD'S TITLE
THERETO, OR AS TO VALUE, COMPLIANCE WITH SPECIFICATIONS, LOCATION, USE,
CONDITION, MERCHANTABILITY, QUALITY, DESCRIPTION, DURABILITY OR OPERATION, IT
BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY TENANT. Tenant
acknowledges that the Leased Premises are of its selection and that the Leased
Premises have been inspected by Tenant and are satisfactory to it. In the event
of any defect or deficiency in any of the Leased Premises of any nature, whether
patent or latent, Landlord shall not have any responsibility or liability with
respect thereto or for any incidental or consequential damages (including strict
liability in tort). The provisions of this Paragraph 3 (b) have been (i)
negotiated and are a material part of the consideration for this transaction, as
the negotiated lease price and terms herein for the Leased Premises would have
been re-negotiated and would have been higher and more stringent; (ii)
contracted for in an 'arms-length' transaction wherein each of the parties


                                       4

<PAGE>
are/were of near equal bargaining power; (iii) duly and prominently pointed out,
read by all parties, and fully understood by all parties (each party having or
being advised to seek independent legal advice in interpreting the same); (v)
were not the result of any unfair bargaining position, duress, coercion, threat
or fraud; and (vi) were contracted for with the understanding that Tenant would
rely solely upon Tenant's own experience, judgment, knowledge, inspection (by
experts of Tenant's own choosing), investigation, appraisal, surveying, etc.
Furthermore, the parties intended to negate any prior representations (whether
puffing or otherwise - if not intentionally fraudulent) unless the same are
included in the final documents as an express warranty, and which the parties
thus disclaim any reliance upon any such oral representations and/or silence
negotiated, and the foregoing provisions are intended to be a complete exclusion
and negation of any warranties by Landlord, express or implied, with respect to
any of the Leased Premises, arising pursuant to the Uniform Commercial Code as
adopted by the State or any other law or regulation now or hereafter in effect
or otherwise.

                  c.       Landlord hereby assigns, without recourse or warranty
whatsoever, to Tenant, all warranties, guaranties, and indemnities, express or
implied, and similar rights which Landlord may have, if any, against any
architect, manufacturer, seller, engineer, contractor, subcontractor, supplier,
or builder with respect to any of the Leased Premises, including, but not
limited to, any rights and remedies existing under contract or pursuant to the
Uniform Commercial Code as adopted by the State (collectively, the
"GUARANTIES"). Such assignment shall remain in effect until the termination of
this Lease. Landlord shall also retain the right to enforce any Guaranties
assigned in the name of Tenant upon the occurrence of an Event of Default.
Landlord hereby agrees to execute and deliver at Tenant's expense such further
documents, including powers of attorney, as Tenant may reasonably request in
order that Tenant may have the full benefit of the assignment effected or
intended to be effected by this Paragraph 3(d). Upon the termination of this
Lease, the Guaranties shall automatically revert to Landlord. The foregoing
provision of reversion shall be self-operative and no further instrument of
reassignment shall be required. In confirmation of such reassignment Tenant
shall execute and deliver promptly any certificate or other instrument that
Landlord may reasonably request. Any monies collected by Tenant under any of the
Guaranties after the occurrence of and during the continuation of an Event of
Default shall be held in trust by Tenant and promptly paid over to Landlord;
said monies will then be used by Landlord to cure (to the extent sufficient) any
Event of Default for which the payment is applicable.

                  d.       Landlord agrees to enter into, at Tenant's expense,
such easements, covenants, waivers, approvals or restrictions for utilities,
parking or other matters as desirable for operation of the Leased Premises or
properties adjacent thereto (collectively, "EASEMENTS") as reasonably requested
by Tenant, subject to Lender's and Landlord's approval of the form thereof, not
to be unreasonably withheld or delayed; provided, however, that no such Easement
shall result in any material diminution in the value or utility of the Leased
Premises for use as an Entertainment/Food Use (as hereinafter defined) and
further provided that no such Easement shall render the use of the Leased
Premises dependent upon any other property or condition the use of the Leased
Premises upon the use of any other property, each of which Tenant shall certify
to Landlord and Lender in writing delivered with Tenant's request with respect
to such Easement. Tenant's request shall also include Tenant's written
undertaking acknowledging that Tenant shall remain liable hereunder as principal
and not merely as a surety or guarantor notwithstanding the


                                       5

<PAGE>
establishment of any Easement. Tenant agrees to reimburse Landlord upon demand
for any and all expenses incurred by Landlord associated with the Easements.

                  e.       Tenant agrees that Tenant is obligated to and shall
perform all obligations of the owner of the Leased Premises under and pay all
expenses which the owner of the Leased Premises may be required to pay in
accordance with any reciprocal easement agreement or any other agreement or
document of record now or in the future (if expressly consented to in writing by
Tenant) affecting the Leased Premises (herein referred to collectively as the
"REA"), and that Tenant shall comply with all of the terms and conditions of any
REA during the Term of this Lease. Tenant further covenants and agrees to
indemnify, defend, and hold harmless Landlord and Lender against any claim,
loss, or damage suffered by Landlord or Lender by reason of Tenant's failure to
perform any obligations or pay any expenses as required under any REA or comply
with the terms and conditions of any REA as hereinabove provided during the Term
of this Lease. Tenant agrees to reimburse Landlord or Lender upon demand for any
and all expenses incurred by Landlord or Lender associated with the REAs.

         4.       Use of Leased Premises; Quiet Enjoyment.

                  a.       Tenant may use the Leased Premises as an
entertainment-recreation--amusement-restaurant-bar complex similar to other Dave
& Buster's facilities in the United States providing goods and services, which
goods and services may primarily include, but not be limited to, the provision,
sale, rental, and use for pecuniary consideration, of virtual reality games,
video games, so-called arcade games, rides and amusements, billiards, golf,
play-for-fun blackjack, bowling, dance, nightclub and other amusements, food,
beverages (alcoholic and non-alcoholic), party and catering facilities and play
areas (some of which games, rides, etc. may provide for the opportunity to win
prizes and/or other benefits, e.g., additional free games, by direct reward or
through any other method, either directly or via a process of redemption) (any
one or more of the foregoing uses is sometimes referred to herein as an
"ENTERTAINMENT/FOOD USE"). The parties hereby recognize that this type of
complex is in a constantly evolving state, as is the
entertainment-recreation-amusement industry and that, provided Tenant operates
the Dave & Buster's herein in a consistent manner as it is then operating
substantially all other Dave & Buster's facilities in the United States, changes
consistent with such evolution may occur. In no event shall the Leased Premises
be used for any purpose (other than Entertainment/Food Use) that shall violate
any Permitted Encumbrance or any covenants, REAs, restrictions, or agreements
hereafter created by or consented to by Tenant applicable to the Leased
Premises. Tenant agrees that with respect to the Permitted Encumbrances and any
covenants, REAs, restrictions, or agreements hereafter created by or consented
to by Tenant, Tenant shall observe, perform and comply with and carry out the
provisions thereof required therein to be observed and performed by Landlord.

                  b.       Subject to Tenant's rights under Paragraph 18 hereof,
Tenant shall not permit any unlawful occupation, business, or trade to be
conducted on the Leased Premises or any use to be made thereof contrary to
applicable Legal Requirements or Insurance Requirements and shall not create any
public or private nuisances. Subject to Tenant's rights under Paragraph 18,
Tenant shall not use, occupy, or permit any of the Leased Premises to be


                                       6

<PAGE>
used or occupied, nor do or permit anything to be done in or on any of the
Leased Premises, in a manner which would (i) make void or voidable any insurance
which Tenant is required hereunder to maintain then in force with respect to any
of the Leased Premises, (ii) affect the ability of Tenant to obtain any
insurance which Tenant is required to furnish hereunder, or (iii) cause any
injury or damage to any of the Improvements unless pursuant to Alterations
permitted under Paragraph 12 hereof.

                  c.       Subject to all of the provisions of this Lease, so
long as no Event of Default exists hereunder, Landlord covenants to do no act to
disturb the peaceful and quiet occupation and enjoyment of the Leased Premises
by Tenant.

         5.       Term.

                  a.       Subject to the provisions hereof Tenant shall have
and hold the Leased Premises for an initial term commencing on December 14, 2001
(the "COMMENCEMENT DATE"), and ending November 30, 2021 (the "EXPIRATION DATE")
(such initial term, together with any Renewal Term, hereinafter defined, which
comes into effect as hereinafter provided, is herein called the "TERM").

                  b.       Provided Tenant is not in default hereunder and this
Lease has not been terminated or Tenant's right to possession terminated
pursuant to the provisions of Paragraphs 13(b) or 19, Tenant shall have the
option to renew this Lease for four (4) consecutive five (5) year periods
(collectively, the "RENEWAL TERMS" and individually, a "RENEWAL TERM"). Tenant
shall give the Landlord written notice ("RENEWAL TERM NOTICE") of its intent to
renew the Lease at least twelve (12) months but not less than three (3) months
prior to the Expiration Date or the expiration date of the first, second or
third Renewal Term, as applicable. Each Renewal Term shall be subject to all of
the provisions of this Lease, and all such provisions shall continue in full
force and effect, except that the Basic Rent for each Renewal Term shall be the
amounts determined in accordance with the schedule set forth in Exhibit B
attached hereto and made a part hereof. If Tenant shall fail to timely give a
Renewal Term Notice, then all options with regard to subsequent Renewal Terms
shall expire and be null and void, but only after Landlord delivers to Tenant a
written notice of failure to deliver the Renewal Term Notice, and ten (10) days
from the date of the written notice in which Tenant may cure the failure.
Notwithstanding the foregoing, if Tenant has failed to deliver a Renewal Term
Notice, and Landlord fails to send Tenant a notice of its failure to deliver a
Renewal Term Notice, all options with regard to subsequent Renewal Terms (other
than the Renewal Term covered by Tenant's possible cure) shall expire and be
null and void, without any further action required of Landlord.

         6.       Rent.

                  a.       Tenant shall pay to Landlord (or to Lender, if
directed by Landlord), as minimum annual rent for the Leased Premises during the
Term, the amounts set forth in Exhibit B attached hereto ("BASIC RENT"),
commencing on the Commencement Date for the succeeding, prorated month, and
continuing regularly on the first (1st) calendar day of each month thereafter
during the Term, in advance (the said days being called the "BASIC RENT PAYMENT
DATES"), and


                                       7

<PAGE>
shall pay the same at Landlord's address set forth below, or at such other place
as Landlord from time to time may designate to Tenant in writing, in funds which
at the time of such payment shall be legal tender for the payment of public or
private debts in the United States of America and if required by Lender by wire
transfer in immediately available federal funds to such account in such bank as
Lender shall designate, from time to time.

                  b.       Tenant shall pay and discharge before the imposition
of any fine, lien, interest or penalty may be added thereto for late payment
thereof, as Additional Rent, all other amounts and obligations which Tenant
assumes or agrees to pay or discharge pursuant to this Lease, together with
every fine, penalty, interest and cost which may be added by the party to whom
such payment is due for nonpayment or late payment thereof. In the event of any
failure by Tenant to pay or discharge any of the foregoing, Landlord shall have
all rights, powers and remedies provided herein, by law or otherwise, in the
event of nonpayment of Basic Rent.

                  c.       If any installment of Basic Rent is not paid by the
fifth (5th) day after it is due, Tenant shall pay to Landlord, on demand, as
Additional Rent, a late charge equal to five percent (5%) (the "Late Charge").
If not previously paid, the assessed Late Charge shall be added to the next
maturing lease rental and first deducted therefrom.

                  d.       Landlord and Tenant agree that this Lease is a true
lease and does not represent a financing arrangement. Each party shall reflect
the transactions represented by this Lease in all applicable books, records, and
reports (including, without limitation, income tax filings) in a manner
consistent with "true lease" treatment rather than "financing" treatment.

         7.       Net Lease; Non-Terminability.

                  a.       This is a net Lease and Basic Rent, Additional Rent,
and all other sums payable hereunder by Tenant shall be paid, except as
otherwise expressly set forth in this Lease, without notice, demand, setoff,
counterclaim, recoupment, abatement, suspension, deferment, diminution,
deduction, reduction, or defense.

                  b.       Except as otherwise expressly provided in this Lease,
this Lease shall not terminate and Tenant shall not have any right to terminate
this Lease during the Term or any Renewal Term. Except as otherwise expressly
provided in this Lease, Tenant shall not be entitled to any setoff,
counterclaim, recoupment, abatement, suspension, deferment, diminution,
deduction, reduction, or defense of or to Basic Rent, Additional Rent, or any
other sums payable under this Lease; and except as otherwise expressly provided
in this Lease, and except for Landlord's gross negligence or willful acts, the
obligations of Tenant under this Lease shall not be affected by any interference
with Tenant's use of any of the Leased Premises for any reason, including but
not limited to the following: (i) any damage to or destruction of any of the
Leased Premises by any cause whatsoever, (ii) any Condemnation, (iii) the
prohibition, limitation, or restriction of Tenant's use of any of the Leased
Premises, (iv) any eviction by paramount title or otherwise, (v) Tenant's
acquisition of ownership of any of the Leased Premises other than pursuant to an
express provision of this Lease, (vi) any default on the part of Landlord under
this Lease or under any other agreement, (vii) any latent or other defect in, or
any theft or loss of any


                                       8

<PAGE>
of the Leased Premises, (viii) the breach of any warranty of any seller or
manufacturer of any of the Equipment, (ix) any violation of Paragraph 4(c) by
Landlord, or (x) any other cause, whether similar or dissimilar to the
foregoing, any present or future Law to the contrary notwithstanding. It is the
intention of the parties hereto that the obligations of Tenant under this Lease
shall be separate and independent covenants and agreements, and that Basic Rent,
Additional Rent, and all other sums payable by Tenant hereunder shall continue
to be payable in all events (or, in lieu thereof, Tenant shall pay amounts equal
thereto), and that the obligations of Tenant under this Lease shall continue
unaffected, unless this Lease shall have been terminated pursuant to an express
provision of this Lease.

                  c.       Tenant agrees that it shall remain obligated under
this Lease in accordance with its provisions and that, except as otherwise
expressly provided herein, it shall not take any action to terminate, rescind or
avoid this Lease, notwithstanding (i) the bankruptcy, insolvency,
reorganization, composition, readjustment, liquidation, dissolution, winding-up
or other proceeding affecting Landlord, (ii) the exercise of any remedy,
including foreclosure, under the Mortgage, or (iii) any action with respect to
this Lease (including the disaffirmance hereof) which may be taken by Landlord
under the Federal Bankruptcy Code or by any trustee, receiver or liquidator of
Landlord or by any court under the Federal Bankruptcy Code or otherwise.

                  d.       This Lease is the absolute and unconditional
obligation of Tenant. Tenant waives all rights which are not expressly stated in
this Lease but which may now or hereafter otherwise be conferred by Law to the
extent permitted by applicable law and except for conditions arising from
Landlord's negligent or willful acts (i) to quit, terminate or surrender this
Lease or any of the Leased Premises, (ii) to any setoff, counterclaim,
recoupment, abatement, suspension, deferment, diminution, deduction, reduction
or defense of or to Basic Rent, Additional Rent or any other sums payable under
this Lease, except as otherwise expressly provided in this Lease, and (iii) for
any statutory lien or offset right against Landlord or its property.

         8.       Payment of Impositions; Compliance with Legal Requirements and
Insurance Requirements.

                  a.       i)       Subject to the provisions of Paragraph 18
hereof relating to contests, Tenant shall, before interest or penalties are due
thereon, pay and discharge (all of the following being herein collectively
called the "IMPOSITIONS"): all taxes of every kind and nature (including real,
ad valorem, personal property) on or with respect to the Leased Premises; all
charges and/or taxes for any easement or agreement maintained for the benefit of
the Leased Premises; all general and special assessments, levies, permits,
inspection and license fees on or with respect to the Leased Premises; all water
and sewer rents and other utility charges on or with respect to the Leased
Premises; and all other public charges and/or taxes whether of a like or
different nature, even if unforeseen or extraordinary, imposed or assessed upon
or with respect to the Leased Premises, prior to or during the Term or any
Renewal Term, against Landlord, Tenant, or any of the Leased Premises as a
result of or arising in respect of the occupancy, leasing, use, maintenance,
operation, management, repair, or possession thereof, or any activity conducted
on the Leased Premises, or the Basic Rent or Additional Rent, including without


                                       9

<PAGE>
limitation, any gross income tax, sales tax, occupancy tax or excise tax levied
by any governmental body on or with respect to such Basic Rent or Additional
Rent. All signs, and other improvements placed on the Property by Tenant shall
fully comply with the all applicable laws and/or regulations, and shall be neat
and professional. Any sign permit fees charged for Tenant's "on premise" or "off
premise" signs shall be paid by Tenant. Landlord shall have no duty to contest
the validity of any law, regulation or ordinance pertaining to the Property,
signs on same or business use thereof by Tenant. If received by Landlord,
Landlord shall promptly deliver to Tenant any bill or invoice with respect to
any Imposition.

                           ii)      Nothing herein shall obligate Tenant to pay,
and the term "IMPOSITIONS" shall exclude, federal, state or local (A) transfer
taxes as the result of a conveyance by (or suffered by) Landlord, (B) franchise,
capital stock or similar taxes if any, of Landlord, (C) income, excess profits
or other taxes, if any, of Landlord, determined on the basis of or measured by
its net income, or (D) any estate, inheritance, succession, gift, capital levy
or similar taxes, unless the taxes referred to in clauses (B) and (C) above are
in lieu of or a substitute for any other tax or assessment upon or with respect
to any of the Leased Premises which, if such other tax or assessment were in
effect at the commencement of the Term or any Renewal Term, would be payable by
Tenant. In the event that any assessment against any of the Leased Premises may
be paid in installments, Tenant shall have the option to pay such assessment in
installments; and in such event, Tenant shall be liable only for those
installments that become due and payable during the Term or any Renewal Term.
Tenant shall prepare and file all tax reports required by governmental
authorities that relate to the Impositions. Tenant shall deliver to Landlord and
to Lender, within twenty (20) days after Landlord's written request therefor,
copies of all settlements and notices pertaining to the Impositions which may be
issued by any governmental authority and receipts for payments of all
Impositions made during each calendar year of the Term or any Renewal Term.
Interruption or curtailment of any utility service shall not entitle Tenant to
any claim against Landlord for any abatement in rent, and shall not constitute
either constructive or partial eviction; and Landlord shall have no obligation
to restore same.

                  b.       Subject to the provisions of Paragraph 18 hereof,
Tenant shall promptly comply with and conform to all of the Legal Requirements
and Insurance Requirements.

         9.       Liens; Recording and Title.

                  a.       Subject to the provisions of Paragraph 18 hereof,
Tenant shall not, directly or indirectly, create or permit to be created or to
remain, and shall promptly discharge, any lien on the Leased Premises, on the
Basic Rent, Additional Rent or on any other sums payable by Tenant under this
Lease, other than the Mortgage, the Permitted Encumbrances and any mortgage,
lien, encumbrance or other charge created by or resulting from any act or
omission by Landlord or those claiming by, through or under Landlord (except
Tenant). Notice is hereby given that Landlord shall not be liable for any labor,
services, or materials furnished or to be furnished to Tenant, or to anyone
holding any of the Leased Premises through or under Tenant, and that no
mechanic's or other liens for any such labor, services or materials shall attach
to or affect the interest of Landlord in and to any of the Leased Premises.


                                       10

<PAGE>
                  b.       Each of Landlord and Tenant shall execute,
acknowledge and deliver to the other a written Memorandum of this Lease to be
recorded in the appropriate land records of the jurisdiction in which the Leased
Premises is located, in order to give public notice and protect the validity of
this Lease. In the event of any discrepancy between the provisions of said
recorded Memorandum of this Lease and the provisions of this Lease, the
provisions of this Lease shall prevail.

                  c.       Nothing in this Lease and no action or inaction by
Landlord shall be deemed or construed to mean that Landlord has granted to
Tenant any right, power or permission to do any act or to make any agreement
which may create, give rise to, or be the foundation for, any right, title,
interest, or lien in or upon the estate of Landlord in any of the Leased
Premises.

         10.      Indemnification and Waiver of Claims.

         a.       TENANT AGREES TO DEFEND, PAY, PROTECT, INDEMNIFY, SAVE AND
HOLD HARMLESS LANDLORD AND LENDER FROM AND AGAINST ANY AND ALL LIABILITIES,
LOSSES, DAMAGES, PENALTIES, COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS'
FEES AND EXPENSES), CAUSES OF ACTION, SUITS, CLAIMS, DEMANDS, OR JUDGMENTS OF
ANY NATURE WHATSOEVER, HOWSOEVER CAUSED (EXCEPT BY GROSS NEGLIGENCE OR WILLFUL
ACTS OF LANDLORD OR LENDER), ARISING FROM THE LEASED PREMISES OR THE USE,
NON-USE, OCCUPANCY, CONDITION, DESIGN, CONSTRUCTION, MAINTENANCE, REPAIR, OR
REBUILDING OF THE LEASED PREMISES, AND ANY INJURY TO OR DEATH OF ANY PERSON OR
PERSONS OR ANY LOSS OF OR DAMAGE TO ANY PROPERTY, REAL OR PERSONAL, IN ANY
MANNER ARISING THEREFROM CONNECTED THEREWITH OR OCCURRING THEREON, WHETHER OR
NOT LANDLORD AND LENDER HAVE OR SHOULD HAVE KNOWLEDGE OR NOTICE OF THE DEFECT OR
CONDITIONS, IF ANY, CAUSING OR CONTRIBUTING TO SAID INJURY, DEATH, LOSS, DAMAGE
OR OTHER CLAIM; EXCEPT TO THE EXTENT THAT ANY SUCH LIABILITY, LOSS, DAMAGE,
PENALTY, COST, EXPENSE, CAUSE OF ACTION, SUIT, CLAIM, DEMAND OR JUDGMENT IS THE
RESULT OF THE GROSS NEGLIGENCE OF LANDLORD OR LENDER OR THE INTENTIONAL WRONGFUL
ACT OF LANDLORD OR LENDER. IN CASE ANY ACTION OR PROCEEDING IS BROUGHT AGAINST
LANDLORD OR LENDER BY REASON OF ANY SUCH CLAIM AGAINST WHICH TENANT HAS AGREED
TO DEFEND, PAY, PROTECT, INDEMNIFY, SAVE AND HOLD HARMLESS PURSUANT TO THE
PRECEDING SENTENCE, TENANT COVENANTS UPON NOTICE FROM LANDLORD AND LENDER TO
RESIST OR DEFEND LANDLORD IN SUCH ACTION, WITH THE EXPENSES OF SUCH DEFENSE PAID
BY TENANT, WITH COUNSEL FOR SUCH DEFENSE BEING REASONABLY ACCEPTABLE TO LANDLORD
OR LENDER (AS APPLICABLE), AND LANDLORD AND LENDER (IF APPLICABLE) WILL
COOPERATE AND ASSIST IN THE DEFENSE OF SUCH ACTION OR PROCEEDING IF REASONABLY
REQUESTED SO TO DO BY TENANT.

         b.       The obligations of Tenant under this Paragraph 10 shall
survive for two years after the expiration or any termination of this Lease.

         c.       WAIVER OF CLAIMS. TENANT AND LANDLORD WAIVE ANY AND ALL CLAIMS
THEY MAY HAVE AGAINST EACH OTHER OR THEIR SUCCESSORS AND ASSIGNS FOR ANY ALLEGED
OR PROVEN TORTIOUS BREACH OF CONTRACT IN REGARDS TO THIS LEASE; AND THEY BOTH
AGREE THAT ANY CLAIMS HEREON SHALL BE LIMITED TO DAMAGES OR REMEDIES PROVIDED
STRICTLY UNDER CONTRACT LAW AND NOT UNDER


                                       11

<PAGE>
TORT LAW OR COMMON LAW. THIS PROVISION SHALL CONTROL EVEN THOUGH A PARTY IS
FOUND GUILTY OF GROSS NEGLIGENCE OR WILLFUL OR WANTON CONDUCT OR OMISSIONS.

         11.      Maintenance and Repairs.

                  a.       Except for any Alterations that Tenant is permitted
to make pursuant to this Lease, Tenant shall at all times, including any
Requisition period, put, keep, and maintain the Leased Premises (including,
without limitation, the roof, landscaping, walls, footings, foundations, and
structural components of the Leased Premises) and the Equipment in the same
condition and order of repair as exists as of the date of this Lease, except for
ordinary wear and tear, and shall promptly make all repairs and replacements of
every kind and nature, whether foreseen or unforeseen, which may be required to
be made upon or in connection with the Leased Premises in order to keep and
maintain the Leased Premises in the order and condition required by this
Paragraph 11 (a). Tenant shall do or cause others to do all shoring of the
Leased Premises or of foundations and walls of the Improvements and every other
act necessary or appropriate for preservation and safety thereof, by reason of
or in connection with any excavation or other building operation upon any of the
Leased Premises, whether or not Landlord shall, by reason of any Legal
Requirements or Insurance Requirements, be required to take such action or be
liable for failure to do so. Landlord shall not be required to make any repair,
whether foreseen or unforeseen, or to maintain any of the Leased Premises or
Adjoining Property in any way, and Tenant hereby expressly waives the right to
make repairs at the expense of the Landlord, which right may be provided for in
any Law now or hereafter in effect. To the extent proceeds or condemnation
awards are made available, nothing in the preceding sentence shall be deemed to
preclude Tenant from being entitled to insurance proceeds or condemnation awards
for Restoration pursuant to Paragraphs 13(c) and 14(g) of this Lease. Tenant
shall, in all events, make all repairs for which it is responsible hereunder
promptly, and all repairs shall be in a good, proper and workmanlike manner.

                  b.       In the event that any Improvement shall violate any
Legal Requirements or Insurance Requirements and as a result of such violation
enforcement action is threatened or commenced against Tenant or with respect to
the Leased Premises, then Tenant shall immediately notify Landlord of such
matter, and, at the request of Landlord, either (i) obtain valid and effective
waivers or settlements of all claims, liabilities and damages resulting from
each such violation, whether the same shall affect Landlord, Tenant or both, or
(ii) take such action as shall be necessary to remove, construct or correct such
violation, including, if necessary, to remove, construct or correct any
Alteration. Any such repair or Alteration shall be made in conformity with the
provisions of Paragraph 12 of this Lease.

                  c.       If Tenant shall be in default under any of the
provisions of this Paragraph 11, Landlord may after thirty (30) days written
notice given to Tenant and failure of Tenant to cure during said period, but
without notice in the event of an emergency, do whatever is necessary to cure
such default as may be appropriate under the circumstances for the account of
and at the expense of Tenant. Tenant shall be afforded additional time to remedy
the default in the event it is actively pursuing the remedy of the default in a
timely and expeditious manner. In


                                       12

<PAGE>
the event of an emergency Landlord shall notify Tenant of the situation by phone
or other available communication. All reasonable sums so paid by Landlord and
all reasonable costs and expenses (including, without limitation, attorneys'
fees and expenses) so incurred, together with interest thereon at the Default
Rate from the date of payment or incurring the expense, shall constitute
Additional Rent payable by Tenant under this Lease and shall be paid by Tenant
to Landlord on demand.

                  d.       Tenant shall from time to time replace with other
operational equipment or parts (the "REPLACEMENT EQUIPMENT") any of the
Equipment (the "REPLACED EQUIPMENT") which shall have become worn out or
unusable for the purpose for which it is intended, been taken by a Condemnation
as provided in Paragraph 13, or been lost, stolen, damaged or destroyed as
provided in Paragraph 14. Tenant shall repair at its sole cost and expense all
damage to the Leased Premises caused by the removal of Equipment or Replaced
Equipment or other personal property of Tenant or the installation of
Replacement Equipment. All Replacement Equipment shall become the property of
Landlord, shall be free and clear of all liens and rights of others and shall
become a part of the Equipment as if originally demised herein.

                  e.       Notwithstanding the foregoing provisions of Section
11, Tenant shall not be required to undertake replacement of the roof, walls,
footings, foundations, and structural components of the Leased Premises during
the last two (2) years of the Term or the Renewal Term(s), as the case may be,
provided that Tenant shall be required to replace same if replacement is
required due to Tenant's negligence or willful acts. In the event Tenant elects
not to undertake such replacement, Landlord shall have no obligations to
undertake replacement of the roof, walls, footings, foundations, and structural
components of the Leased Premises during the last two (2) years of the Term or
the Renewal Term(s), as the case may be.

                  f.       Other than as expressly provided herein, Landlord
shall have no obligations for repairs, replacements, or maintenance of the
Leased Premises.

         12.      Alterations.

                  a.       Tenant shall not make Alterations which would (after
the completion thereof) impair the structural integrity of the Leased Premises,
without Landlord's written consent, which consent Landlord agrees not
unreasonably to withhold or delay. Tenant may make any other Alterations without
the prior written consent of the Landlord provided such Alterations comply with
all of the provisions of the following sentence.

                  b.       In the event that Landlord gives its prior written
consent to any Alterations, Tenant agrees that in connection with any
Alteration: (i) the fair market value of the Leased Premises shall not be
lessened in any material respect after the completion of any such Alteration, or
its structural integrity impaired; (ii) the Alteration and any Alteration
theretofore made or thereafter to be made shall not in the aggregate reduce the
gross floor area of the Improvements by more than ten percent (10%); (iii) all
such Alterations shall be performed in a good and workmanlike manner, and shall
be expeditiously completed in compliance with all


                                       13

<PAGE>
Legal Requirements; (iv) all work done in connection with any such Alteration
shall comply with all Insurance Requirements; (v) Tenant shall promptly pay all
costs and expenses of any such Alteration, and shall (subject to the provisions
of Paragraph 18 hereof) discharge all liens filed against any of the Leased
Premises arising out of the same; (vi) Tenant shall procure and pay for all
permits and licenses required in connection with any such Alteration; (vii) all
such Alterations shall be the property of Landlord and shall be subject to this
Lease; and (viii) all Alterations shall be made (in the case of any Alteration
the estimated cost of which in any one instance exceeds Two Hundred Fifty
Thousand Dollars ($250,000.00)) under the supervision of an architect or
engineer and, in accordance with plans and specifications which shall be
submitted to Landlord (for informational purposes only) prior to the
commencement of the Alterations.

         13.      Condemnation.

                  a.       Tenant, promptly after obtaining knowledge of the
institution of any proceeding for Condemnation, shall notify Landlord and Lender
thereof and Landlord and Lender shall be entitled to participate in any
Condemnation proceeding. Landlord, promptly after obtaining knowledge of the
institution of any proceeding for Condemnation, shall notify Tenant and Lender
thereof and Tenant and Lender shall have the right to participate in such
proceedings. Subject to the provisions of this Paragraph 13 and Paragraph 15,
Tenant hereby irrevocably assigns to Lender or to Landlord, in that order, any
award or payment in respect of any Condemnation of Tenant's interest in the
Leased Premises, except that (except as hereinafter provided) nothing in this
Lease shall be deemed to assign to Landlord or Lender any award relating to the
value of the leasehold interest created by this Lease or any award or payment on
account of the Trade Fixtures, moving expenses and out-of-pocket expenses
incidental to the move, if available, to the extent Tenant shall have a right to
make a separate claim therefor against the condemner, it being agreed, however,
that Tenant shall in no event be entitled to any payment that reduces the award
to which Landlord or Lender are or would otherwise be entitled for the
condemnation of Landlord's interest in the Leased Premises. Notwithstanding the
foregoing, Tenant shall be entitled to any award or payment on account of
Tenant's leasehold interest under this Lease only in the event of a Condemnation
described in Paragraph 13(b)(i)(A) and then only to the extent that when such
award, added to all other awards to which Tenant is entitled hereunder, is
subtracted from the entire award in respect to all interests in the Leased
Premises, the remainder exceeds the amount set forth on Exhibit C attached
hereto and made a part hereof.

                  b.       (i)      (A)      If (I) the entire Leased Premises
or (II) at least ten percent (10%) of the applicable Land or the building
constructed on the Land or any means of ingress, egress, or access to the Leased
Premises, the loss of which even after Restoration would, in Tenant's reasonable
business judgment, be substantially and materially adverse to the business
operations of Tenant at the Leased Premises, shall be subject of a Taking by a
duly constituted authority or agency having jurisdiction, then Tenant shall, not
later than ninety (90) days after a Taking has occurred, serve notice ("TENANT'S
TERMINATION NOTICE") upon Landlord and Lender of Tenant's intention to terminate
this Lease on any Basic Rent Payment Date specified in such Tenant's Termination
Notice, which date (the "TERMINATION DATE") shall be no sooner than the first
Basic Rent Payment Date occurring at least thirty (30) days after the date of
such Tenant's Termination Notice.


                                       14

<PAGE>
                                    (B)      In the event that during the Term
         or during the first twenty-four (24) months of the first Renewal Term
         Tenant shall serve a Tenant's Termination Notice upon Landlord, Tenant
         shall, as part of such Tenant's Termination Notice offer (which offer
         may be rejected by Landlord only with Lender's consent as set forth
         below in Paragraph 13(b)(i)(E) if the Leased Premises are then subject
         to a Mortgage) to purchase the Leased Premises and the award (or if no
         part of the Leased Premises shall remain, the entire award) for the
         applicable price (the "PURCHASE PRICE") computed in accordance with the
         schedule annexed hereto and marked Exhibit C plus all other amounts
         which may have accrued and be owing to Lender or Landlord under this
         Lease (the "ADDITIONS TO PURCHASE PRICE").

                                    (C)      If Landlord and Lender shall elect
         to reject Tenant's offer to purchase, Landlord shall give notice
         thereof to Tenant within thirty (30) days after the giving of Tenant's
         Termination Notice. Should said notices of Landlord and Lender
         rejecting Tenant's offer to purchase not be served within said period
         of thirty (30) days, then and in that event, the said offer shall be
         deemed rejected.

                                    (D)      Should an offer to purchase be
         rejected by Landlord and Lender, this Lease shall be terminated as
         above provided and the entire award made in the Condemnation proceeding
         with respect to the Leased Premises shall be paid to Lender or to
         Landlord.


                                    (E)      Unless an offer is deemed rejected
         based on lapse of time, Landlord's notice to reject Tenant's offer to
         purchase shall be void and of no effect unless accompanied by the
         written notice of Lender (if the Leased Premises are then subject to a
         Mortgage) to the effect that Lender also elects to reject Tenant's
         offer to purchase. Alternatively, if Lender elects to accept Tenant's
         offer to purchase by written notice to Tenant and Landlord delivered in
         accordance herewith, then, notwithstanding any notice by Landlord to
         the contrary, Tenant's offer to purchase shall be deemed accepted for
         all purposes hereof.

                           (ii)     In the event that Landlord and Lender shall
         accept (or be deemed to have accepted) Tenant's offer to purchase,
         title shall close and the Purchase Price and Additions to Purchase
         Price shall be paid as hereinafter provided and in such event Tenant
         shall be entitled to and shall receive any and all awards with respect
         to the Leased Premises then or thereafter made in the Condemnation
         proceeding and Landlord shall assign (or in case of any award
         previously made, deliver to Tenant on the Closing Date) such award as
         may be made with respect to the Leased Premises. In the event Landlord
         and Lender shall accept Tenant's offer to purchase with respect to the
         Leased Premises (or such offer is deemed to have been accepted), title
         shall close thirty (30) days after the Termination Date hereinbefore
         defined (the "CLOSING DATE"), at noon at the local office of Landlord's
         counsel, or at such other time and place as the parties hereto may
         agree upon, this Lease shall be automatically extended to and including
         the Closing Date (or, if applicable, the extended Closing Date
         hereinafter described) and Tenant shall pay the Purchase Price and
         Additions to Purchase Price by transferring immediately available


                                       15

<PAGE>
         funds to such account or accounts and in such bank or banks as Lender
         or Landlord, shall designate, upon delivery to Tenant of a special
         warranty deed conveying the Leased Premises and all other required
         documents including an assignment of any award in connection with the
         taking of the Leased Premises. The special warranty deed shall convey
         title, free from encumbrances other than (A) Permitted Encumbrances,
         (B) liens or encumbrances created or suffered by Tenant or arising by
         reason of the failure of Tenant to observe or perform any of the terms,
         covenants or agreements herein provided to be observed and performed by
         Tenant, (C) any installments of Impositions then affecting the Leased
         Premises, and (D) this Lease. The Purchase Price and Additions to
         Purchase Price payable as hereinabove provided shall be charged or
         credited, as the case may be, on the Closing Date, to reflect
         adjustments of Basic Rent paid or payable to and including the Closing
         Date, apportioned as of the Closing Date. Tenant shall pay all
         conveyance, transfer, sales and like taxes required in connection with
         the purchase, regardless of who is required to pay such taxes under
         State or local law or custom (and Tenant shall also pay to Landlord any
         amount necessary to yield to Landlord a net amount equal to the entire
         Purchase Price and Additions to Purchase Price if as a matter of the
         Law of the State or locality such tax cannot be paid directly by
         Tenant). If there be any liens or encumbrances against the Leased
         Premises which Landlord is obligated to remove, upon request made a
         reasonable time before the Closing Date, Landlord shall provide at the
         Closing separate funds for the foregoing, payable to the holder of such
         lien or encumbrances. Landlord hereby appoints Lender, and any officer
         of Lender which is authorized by Lender at any time to exercise the
         powers granted herein, as Landlord's attorney-in-fact with full power
         of substitution, which appointment is irrevocable and coupled with an
         interest, for the purpose of taking such actions and executing and
         delivering such agreements, documents, deeds and other conveyance,
         certificates, closing statements and any and all other documents or
         instruments required to consummate the purchase by Tenant and sale by
         Landlord of the Leased Premises and award as provided herein and Tenant
         agrees to accept such appointment for the purpose of consummating such
         transactions.

                           (iii)    In the event that after the first
         twenty-four (24) months of the first Renewal Term, Tenant shall serve a
         Tenant's Termination Notice upon Landlord, this Lease and the
         applicable Renewal Term hereof shall terminate on the Termination Date
         specified in the Termination Notice; and in such event the entire award
         to the made in the Condemnation proceeding shall be paid to Lender or
         to Landlord, in accordance with the Loan.

                  c.       i)       In the event of a Condemnation of any part
of the Leased Premises which does not result in a Termination of this Lease,
subject to the requirements of Paragraph 15, and subject to agreement by
Landlord's Lender, the Net Award of such Condemnation shall be retained by
Landlord subject to the provisions of (c)(ii) below; and promptly after such
Condemnation, Tenant shall commence and diligently continue to restore the
Leased Premises as nearly as possible to its value, condition and character
immediately prior to such Condemnation, in accordance with the provisions of
this Lease, including but not limited to the provisions of Paragraphs 11 (a), 12
and 15 (such restoration following a Condemnation and restoration following a
casualty is, as the context shall require, herein called a "RESTORATION").


                                       16

<PAGE>
                           ii)      Upon the payment to Landlord of the Net
Award of a Taking which falls within the provisions of this Paragraph 13(c),
Landlord shall, to the extent received, make that portion of the Net Award equal
to the cost of Restoration (the "RESTORATION AWARD") available to Tenant for
Restoration, in accordance with the provisions of Paragraph 15, and promptly
after completion of the Restoration, the balance of the Net Award shall, to the
extent consented to by Lender, be paid to Tenant and all Basic Rent, Additional
Rent and other sums payable hereunder shall continue unabated and unreduced.

                           iii)     In the event of a Requisition of the Leased
Premises, Landlord shall apply the Net Award of such Requisition, to the extent
available, to the installments of Basic Rent, Additional Rent or other sums
payable by Tenant hereunder thereafter payable and Tenant shall pay any balance
remaining thereafter. Upon the expiration of the Term, or any Renewal Term, any
portion of such Net Award which shall not have been previously credited to
Tenant on account of the Basic Rent and Additional Rent shall be retained by
Landlord.

                           iv)      In the event Landlord does not receive the
Net Award of a Taking which falls within the provisions of this Paragraph 13(c)
based on the fact that Lender elects under the Loan to retain such Net Award of
a Taking, Tenant shall none the less commence and diligently continue to restore
the Leased Premises as nearly as possible to its value, condition and character
immediately prior to such Condemnation, in accordance with the provisions of
this Lease, including but not limited to the provisions of Paragraphs 11 (a), 12
and 15.

                  d.       Except with respect to an award or payment to which
Tenant is entitled pursuant to the provisions of Paragraph 13(a), 13(b) and
13(c), no agreement with any condemner in settlement of or under threat of any
Condemnation shall be made by either Landlord or Tenant without the written
consent of the other, and of Lender, if the Leased Premises are then subject to
a Mortgage, which consent shall not be unreasonably withheld or delayed.

         14.      Insurance.

                  a.       Tenant shall maintain at its sole cost and expense
the following insurance on the Leased Premises:

                           i)       Insurance against loss or damage to the
Improvements and Equipment under a fire and broad form of all risk extended
coverage insurance policy (which shall include flood insurance if the Leased
Premises is located within a flood hazard area and which shall include
earthquake insurance if the Leased Premises is located in an area where
earthquake insurance is customarily maintained for similar commercial
properties). Such insurance shall be in amounts sufficient to prevent Landlord
or Tenant from becoming a co-insurer under the applicable policies, and in any
event in amounts not less than the actual replacement cost of the Improvements
and Equipment (excluding footings and foundations and other parts of the
Improvements which are not insurable) as determined from time to time at
Lender's request but not more frequently than once in any 12-month period, by
agreement of Landlord, Lender, and Tenant, or if not so agreed, at Tenant's
expense, by the insurer or insurers


                                       17

<PAGE>
or by an appraiser approved by Landlord. Such insurance policies may contain
reasonable exclusions and deductible amounts.

                           ii)      Commercial general liability insurance
(including contractual indemnity) against claims for bodily injury, death or
property damage occurring on, in or about the Leased Premises, which insurance
shall be written on a so-called "occurrence basis," and shall provide minimum
protection with a combined single limit in an amount not less than Two Million
Dollars ($2,000,000.00) (or in such increased limits from time to time to
reflect declines in the purchasing power of the dollar as Landlord may
reasonably request) and excess liability coverage of Ten Million Dollars
($10,000,000.00).

                           iii)     Worker's compensation insurance covering all
persons employed by Tenant on the Leased Premises in connection with any work
done on or about any of the Leased Premises for which claims for death or bodily
injury could be asserted against Landlord, Tenant or the Leased Premises.

                           iv)      During periods of war or national emergency,
war risk insurance in an amount not less than the actual replacement cost of the
Improvements and Equipment (excluding footings and foundations and other parts
of the Improvements which are not insurable), when and to the extent obtainable
from the United States Government or an agency thereof at reasonable cost.

                           v)       Insurance against loss or damage from
explosion of any steam or pressure boilers or similar apparatus located in or
about the Improvements in an amount not less than the actual replacement cost of
the Improvements and Equipment (excluding footings and foundations and other
parts of the Improvements which are not insurable).

                           vi)      Such additional and/or other insurance with
respect to the Improvements located on the Leased Premises and in such amounts
as at the time is customarily carried by prudent owners or tenants with respect
to improvements similar in character, location and use and occupancy to the
Improvements located on the Leased Premises.

                  b.       The insurance required by Paragraph 14(a) shall be
written by companies having a claims paying ability rating by Standard & Poors
of not less than A-, and all such companies shall be authorized to do an
insurance business in the State, or otherwise agreed to by Landlord. The
insurance policies (i) shall be in amounts sufficient at all times to satisfy
any coinsurance requirements thereof, and (ii) shall (except for the worker's
compensation insurance referred to in Paragraph 14(a)(iii) hereof) name
Landlord, Tenant, and any Lender as additional insured parties, as their
respective interests may appear. If said insurance or any part thereof shall
expire, be withdrawn, become void by breach of any condition thereof by Tenant
or become void or unsafe by reason of the failure or impairment of the capital
of any insurer, Tenant shall immediately obtain new or additional insurance
reasonably satisfactory to Landlord and Lender.


                                       18

<PAGE>
                  c.       Each insurance policy referred to in clauses (i),
(iv), (v), (and (vi) if requested by Lender) of Paragraph 14(a), shall contain
standard non-contributory mortgagee clauses in favor of any Lender which holds a
Mortgage on the Leased Premises. Each policy shall provide that it may not be
canceled except after thirty (30) days prior notice to Landlord and any Lender.
Each policy shall also provide that any losses otherwise payable thereunder
shall be payable notwithstanding (i) any act or omission of Landlord or Tenant
which might, absent such provision, result in a forfeiture of all or a part of
such insurance payment, or (ii) the occupation or use of any of the Leased
Premises for purposes more hazardous than permitted by the provisions of such
policy.

                  d.       Tenant shall pay as they become due all premiums for
the insurance required by this Paragraph 14, shall renew or replace each policy,
and shall deliver to Landlord and Lender a certificate or other evidence
(reasonably satisfactory to Lender and Landlord) of the existing policy and such
renewal or replacement policy at least thirty (30) days prior to the Expiration
Date (as hereinafter defined) of each policy. Each such policy shall provide
that it shall not expire until the Landlord and the Lender shall receive a
notice from the insurer to the effect that a policy will expire on a date (the
"EXPIRATION DATE") which shall be thirty (30) days following the date of the
receipt by Landlord and Lender of such notice. In the event of Tenant's failure
to comply with any of the foregoing requirements of this Paragraph 14 within
five (5) business days of the giving of written notice by Landlord to Tenant,
Landlord shall be entitled to procure such insurance. Any sums expended by
Landlord in procuring such insurance shall be Additional Rent and shall be
repaid by Tenant, together with interest thereon at the Default Rate, from the
time of payment by Landlord until fully paid by Tenant immediately upon written
demand therefor by Landlord.

                  e.       Anything in this Paragraph 14 to the contrary
notwithstanding, any insurance which Tenant is required to obtain pursuant to
Paragraph 14(a) may be carried under a "blanket" policy or policies covering
other properties or liabilities of Tenant, provided that such "blanket" policy
or policies otherwise comply with the provisions of this Paragraph 14. In the
event any such insurance is carried under a blanket policy, Tenant shall deliver
to Landlord and Lender evidence of the issuance and effectiveness of the policy,
the amount and character of the coverage with respect to the Leased Premises and
the presence in the policy of provisions of the character required in the above
sections of this Paragraph 14.

                  f.       In the event of any casualty loss exceeding
$100,000.00, Tenant shall give Landlord and Lender immediate notice thereof.
Tenant shall adjust, collect and compromise any and all claims, with the consent
of Lender and Landlord, not to be unreasonably withheld or delayed, and Landlord
and Lender shall have the right to join with Tenant therein. Provided Lender
shall consent thereto, if the estimated cost of Restoration or repair shall be
One Hundred Thousand Dollars ($100,000.00) or less, all proceeds of any
insurance required under clauses (i), (iv), and (v) (and (vi) if requested by
Lender) of Paragraph 14(a) hereof shall be payable to Tenant, provided that
Tenant (or the guarantor of the Tenant's obligations under this Lease) at such
time shall have a tangible net worth of not less than One Hundred Million
Dollars ($100,000,000.00) as determined in accordance with generally accepted
accounting principles, consistently applied, and in all other events to a
Trustee which shall be a federally insured bank or other financial institution,
selected by Landlord and Tenant and reasonably satisfactory to


                                       19

<PAGE>
Lender (the "TRUSTEE"). If the Leased Premises shall be covered by a Mortgage,
Lender, if it so desires, shall be the Trustee. Each insurer is hereby
authorized and directed to make payment under said policies directly to such
Trustee instead of to Landlord and Tenant jointly; and Tenant and Landlord each
hereby appoints such Trustee as its attorney-in-fact to endorse any draft
therefor for the purposes set forth in this Lease after approval by Tenant of
such Trustee, if Trustee is other than Lender. Except as stated in Paragraph
14(g) below, in the event of any casualty (whether or not insured against)
resulting in damage to the Leased Premises or any part thereof, the Term or
Renewal Term shall nevertheless continue and there shall be no abatement or
reduction of Basic Rent, Additional Rent or any other sums payable by Tenant
hereunder. The Net Proceeds of such insurance payment shall be retained by the
Trustee and, promptly after such casualty, Tenant, as required in Paragraphs 11
(a) and 12, shall commence and diligently continue to perform the Restoration to
the Leased Premises. Upon payment to the Trustee of such Net Proceeds, the
Trustee shall, to the extent available, make the Net Proceeds available to
Tenant for Restoration, in accordance with the provisions of Paragraph 15.
Tenant shall, whether or not the Net Proceeds are sufficient for the purpose,
promptly repair or replace the Improvements and Equipment in accordance with the
provisions of Paragraph 11 (a) and the Net Proceeds of such loss shall thereupon
be payable to Tenant, subject to the provisions of Paragraph 15 hereof. In the
event that any damage or destruction shall occur at such time as Tenant shall
not have maintained third-party insurance in accordance with Paragraph
14(a)(i),(iv),(v) or (vi), Tenant shall pay to the Trustee the amount of the
proceeds that would have been payable had such insurance program been in effect
(the "TENANT INSURANCE PAYMENT").

                  g.       Notwithstanding anything to the contrary contained
herein, if all or substantially all of the Leased Premises are damaged or
destroyed by fire or other casualty which, in the Tenant's good faith and
reasonable judgment renders the Leased Premises unsuitable for Restoration to
allow continued use and occupancy by the Tenant, then Tenant may elect to
terminate the Lease, but only if such election is made within ninety (90) days
of the casualty. If Tenant timely elects to terminate the Lease, then (i) if
during the initial Term, the Tenant shall make a rejectable offer to purchase
the Leased Premises following the same procedures outlined in Paragraph 13(b) of
this Lease, and (ii) if during any Renewal Term, the Lease shall terminate, and
Tenant shall assign all insurance proceeds to the Landlord.

         15.      Restoration. Net Proceeds, Restoration Award and Tenant
Insurance Payment (the aggregate of which being herein defined as the
"RESTORATION FUND") shall be disbursed by the Trustee in accordance with the
following conditions:

                  a.       If the cost of Restoration will exceed $250,000.00,
prior to commencement of the Restoration, the architects, general contractor(s),
and plans and specifications for the Restoration shall be approved by Landlord,
which approval shall not be unreasonably withheld or delayed; and which approval
shall be granted to the extent that the plans and specifications depict a
Restoration which is substantially similar to the Improvements and Equipment
which existed prior to the occurrence of the Casualty or Taking, whichever is
applicable.


                                       20

<PAGE>
                  b.       At the time of any disbursement, no Event of Default
shall exist and no mechanics' or materialmen's liens shall have been filed and
remain undischarged or unbonded, subject to the provisions of Paragraph 18
hereof.

                  c.       Disbursements shall be made from time to time in an
amount not exceeding the hard and soft cost of the work and costs incurred since
the last disbursement upon receipt of (1) satisfactory evidence, including
architects' certificates of the stage of completion, of the estimated cost of
completion and of performance of the work to date in a good and workmanlike
manner in accordance with the contracts, plans and specifications, (2) partial
releases of liens, and (3) other reasonable evidence of cost and payment so that
Landlord can verify that the amounts disbursed from time to time are represented
by work that is completed in place or delivered to the site and free and clear
of mechanics' lien claims.

                  d.       Each request for disbursement shall be accompanied by
a certificate of Tenant describing the work, materials or other costs or
expenses, for which payment is requested, stating the cost incurred in
connection therewith and stating that Tenant has not previously received payment
for such work or expense and the certificate to be delivered by Tenant upon
completion of the work shall, in addition, state that the work has been
substantially completed and complies with the applicable requirements of this
Lease.

                  e.       The Trustee may retain ten percent (10%) of the
Restoration Fund until the Restoration is substantially complete.

                  f.       The Restoration Fund shall be kept in a separate
interest-bearing federally insured account by the Trustee or by Lender.

                  g.       At all times the undisbursed balance of the
Restoration Fund held by Trustee plus any funds contributed thereto by Tenant,
at its option, shall be not less than the cost of completing the Restoration,
free and clear of all liens.

                  h.       In addition, prior to commencement of Restoration and
at any time during Restoration, if the estimated cost of Restoration, as
reasonably determined by Landlord, exceeds the amount of the Net Proceeds, the
Restoration Award and Tenant Insurance Payment available for such Restoration,
the amount of such excess shall be paid by Tenant to the Trustee to be added to
the Restoration Fund or Tenant shall fund at its own expense the costs of such
Restoration until the remaining Restoration Fund is sufficient for the
completion of the Restoration. Any sum in the Restoration Fund which remains in
the Restoration Fund upon the completion of Restoration shall be paid to Tenant.
For purposes of determining the source of funds with respect to the disposition
of funds remaining after the completion of Restoration, the Net Proceeds or the
Restoration Award shall be deemed to be disbursed prior to any amount added by
Tenant.


                                       21

<PAGE>
         16.      Subordination to Financing.

                  a.       i)       Subject to the provisions of Paragraph
16(a)(ii), and subject to the execution and timely delivery to Tenant by Lender
of an instrument in accordance with Paragraph 16(d), Tenant agrees that this
Lease shall at all times be subject and subordinate to the lien of any Mortgage,
and Tenant agrees, upon demand, without cost, to execute instruments as may be
required to further effectuate or confirm such subordination.

                           ii)      Except as expressly provided in this Lease
by reason of the occurrence of an Event of Default, Tenant's tenancy and
Tenant's rights under this Lease shall not be disturbed, terminated, or
otherwise adversely affected, nor shall this Lease be affected, by any default
under any Mortgage, and in the event of a foreclosure or other enforcement of
any Mortgage, or sale in lieu thereof, the purchaser at such foreclosure sale
shall be bound to Tenant for the Term of this Lease and any Renewal Term, the
rights of Tenant under this Lease shall expressly survive, and this Lease shall
in all respects continue in full force and effect so long as no Event of Default
has occurred and is continuing. Tenant shall not be named as a party defendant
in any such foreclosure suit, except as may be required by law. Any Mortgage to
which this Lease is now or hereafter subordinate shall provide, in effect, that
during the time this Lease is in force insurance proceeds and Restoration Award
shall be permitted to be used for Restoration in accordance with the provisions
of this Lease.

                  b.       Notwithstanding the provisions of Paragraph 16(a),
the holder of any Mortgage to which this Lease is subject and subordinate shall
have the right, at its sole option, at any time, to subordinate and subject the
Mortgage, in whole or in part, to this Lease by recording a unilateral
declaration to such effect, provided that such holder shall have agreed that
during the time this Lease is in force, insurance proceeds and Restoration Award
shall be permitted to be used for restoration in accordance with the provisions
of this Lease.

                  c.       At any time prior to the expiration of the Term, or
any Renewal Term, Tenant agrees, at the election and upon demand of any owner of
the Leased Premises, or of a Lender who has granted non-disturbance to Tenant
pursuant to Paragraph 16(a) above, to attorn, from time to time, to any such
owner or Lender, upon the terms and conditions of this Lease, for the remainder
of the Term, or the applicable Renewal Term. The provisions of this Paragraph
16(c) shall inure to the benefit of any such owner or Lender, shall apply
notwithstanding that, as a matter of law, this Lease may terminate upon the
foreclosure of the Mortgage, shall be self-operative upon any such demand, and
no further instrument shall be required to give effect to said provisions.

                  d.       Each of Tenant, any owner and Lender, however, upon
demand of the other, hereby agrees to execute, from time to time, instruments in
confirmation of the foregoing provisions of Paragraphs 16(a) and 16(c),
reasonably satisfactory to the requesting party acknowledging such
subordination, non-disturbance and attornment as are provided in such
subsections and setting forth the terms and conditions of its tenancy.


                                       22

<PAGE>
         17.      Assignment or Subleasing.

                  a.       Notwithstanding anything contained in this Lease to
the contrary, Tenant may not assign its interest in this Lease without the prior
written consent of Landlord, and Lender which may be withheld in the sole and
absolute discretion of Landlord and Lender, unless such assignment is to a
successor-by-merger or related or affiliated entity which, in either case, does
not constitute a transfer of control of Tenant. For purposes hereof, an
assignment shall include a transfer of control of Tenant. Tenant may not
sublease the Demised Premises, in whole or in part, without the prior written
consent of Landlord, which may be withheld in Landlord's sole and absolute
discretion.

                  b.       Each sublease of the Leased Premises or any part
thereof shall be subject and subordinate to the provisions of this Lease. No
assignment or sublease shall affect or reduce any of the obligations of Tenant
hereunder, and all such obligations shall continue in full force and effect as
obligations of a principal and not as obligations of a guarantor, as if no
assignment or sublease had been made. Notwithstanding any assignment or
subletting Tenant shall continue to remain liable and responsible for the
payment of the Basic Rent and Additional Rent and the performance of all its
other obligations under this Lease. No assignment or sublease shall impose any
obligations on Landlord under this Lease except as otherwise provided in this
Lease. Tenant agrees that in the case of an assignment of the Lease, Tenant
shall, within fifteen (15) days after the execution and delivery of any such
assignment, deliver to Landlord (i) a duplicate original of such assignment in
recordable form and (ii) an agreement executed and acknowledged by the assignee
in recordable form wherein the assignee shall agree to assume and agree to
observe and perform all of the terms and provisions of this Lease on the part of
the Tenant to be observed and performed from and after the date of such
assignment. In the case of a sublease, Tenant shall, within fifteen (15) days
after the execution and delivery of such sublease, deliver to Landlord a
duplicate original of such sublease.

                  c.       Upon the occurrence of an Event of Default under this
Lease, Landlord shall have the right to collect and enjoy all rents and other
sums of money payable under any sublease of any of the Leased Premises, and
Tenant hereby irrevocably and unconditionally assigns such rents and money to
Landlord, which assignment may be exercised upon and after (but not before) the
occurrence of an Event of Default. In the event Tenant collects any rents after
an Event of Default which has not been cured in a timely basis, Tenant shall be
deemed a constructive trustee of the rents for the benefit of Landlord or Lender
as the case may be.

         18.      Permitted Contests.

                  a.       After prior written notice to Landlord, Tenant shall
not be required to (i) pay any Imposition, (ii) comply with any Legal
Requirement, (iii) discharge or remove any lien referred to in Paragraphs 9 or
12, or (iv) take any action with respect to any violation referred to in
Paragraph 11 (b), so long as Tenant shall contest, in good faith and at its sole
cost and expense, the existence, the amount or the validity thereof, the amount
of the damages caused thereby, or the extent of its or Landlord's liability
therefor, by appropriate proceedings which shall operate during the pendency
thereof to prevent (A) the collection of, or other realization


                                       23

<PAGE>
upon, the Imposition or lien so contested, (B) the sale, forfeiture or loss of
any of the Leased Premises, any Basic Rent or any Additional Rent to satisfy the
same or to pay any damages caused by the violation of any such Legal Requirement
or by any such violation, (C) any interference with the use or occupancy of any
of the Leased Premises, (D) any interference with the payment of any Basic Rent
or any Additional Rent, and (E) the cancellation of any fire or other insurance
policy.

                  b.       In no event shall Tenant pursue any contest with
respect to any Imposition, Legal Requirement, lien, or violation, referred to
above in such manner that exposes Landlord or Lender to (i) criminal liability,
penalty or sanction, (ii) any civil liability, penalty or sanction for which
Tenant has not made provisions reasonably acceptable to Landlord and Lender or
(iii) defeasance of its interest the Leased Premises.

                  c.       Tenant agrees that each such contest shall be
promptly and diligently prosecuted to a final conclusion, except that Tenant
shall, have the right to attempt to settle or compromise such contest through
negotiations. Tenant shall pay and save Lender and Landlord harmless against any
and all losses, judgments, decrees and costs (including all attorneys' fees and
expenses) in connection with any such contest and shall, promptly after the
final determination of such contest, fully pay and discharge the amounts which
shall be levied, assessed, charged or imposed or be determined to be payable
therein or in connection therewith, together with all penalties, fines,
interest, costs and expenses thereof or in connection therewith, and perform all
acts the performance of which shall be ordered or decreed as a result thereof.

         19.      Conditional Limitations; Default Provisions.

                  a.       The occurrence of any one or more of the following
events (any such event being specified herein as a "failure" or "default") shall
constitute an Event of Default under this Lease: (i) a failure by Tenant to make
(regardless of the pendency of any bankruptcy, reorganization, receivership,
insolvency or other proceedings, in law, in equity or before any administrative
tribunal which had or might have the effect of preventing Tenant from complying
with the provisions of this Lease): (x) any payment of Basic Rent which
continues unremedied for a period of five (5) business days after written notice
in accordance with Paragraph 21 below ("NONPAYMENT NOTICE") thereof given to
Tenant by Landlord or Lender or Lender's designee, or (y) any payment of
Additional Rent or other sum herein required to be paid by Tenant which
continues unremedied for a period of ten (10) business days after a Nonpayment
Notice is given to Tenant by Landlord or Lender or Lender's designee; (ii)
failure by Tenant to perform and observe, or a violation or breach of, the
provisions of Section 14 a. or Section 14 b, c, d, or e; (iii) failure by Tenant
to perform and observe, or a violation or breach of, any other provision in this
Lease and such default shall continue for a period of thirty (30) business days
after written notice thereof is given by Landlord or Lender or Lender's designee
to Tenant or if such default is of such a nature that it cannot reasonably be
cured within such period of thirty (30) business days, such period shall be
extended for such longer time as is reasonably necessary provided that Tenant
has commenced to cure such default within said period of thirty (30) business
days and is actively, diligently and in good faith proceeding with continuity to
remedy such default; (iii) Tenant or any guarantor of Tenant's obligations
hereunder shall (A) voluntarily be adjudicated a


                                       24

<PAGE>
bankrupt or insolvent, (B) or voluntarily consent to the appointment of a
receiver or trustee for itself or for any of the Leased Premises, (C)
voluntarily file a petition seeking relief under the bankruptcy or other similar
laws of the United States, any state or any jurisdiction, or (D) voluntarily
file a general assignment for the benefit of creditors; (iv) a court shall enter
an order, judgment or decree appointing, with the voluntary consent of Tenant or
any guarantor of Tenant's obligations hereunder, a receiver or trustee for
Tenant or any guarantor of Tenant's obligations hereunder or for the Leased
Premises or approving a petition filed against Tenant or any guarantor of
Tenant's obligations hereunder which seeks relief under the bankruptcy or other
similar laws of the United States or any State, and such order, judgment or
decree shall remain in force, undischarged or unstayed, ninety (90) business
days after it is entered; (v) Tenant or any guarantor of Tenant's obligations
hereunder shall in any insolvency proceedings be liquidated or dissolved or
shall voluntarily commence proceedings towards its liquidation or dissolution;
or (vi) the estate or interest of Tenant in the Leased Premises shall be levied
upon or attached in any proceeding and such estate or interest is about to be
sold or transferred or such process shall not be vacated or discharged within
ninety (90) business days after such levy or attachment.

                  b.       If any Event of Default shall have occurred, Landlord
shall have the right at its option, then or at any time thereafter, to do any
one or more of the following without demand upon or notice to Tenant:

                           i)       Landlord may give Tenant notice (following
the occurrence of an Event of Default) of Landlord's intention to terminate this
Lease on a date specified in such notice (which date shall be no sooner than
thirty (30) days after the date of the notice). Upon the date therein specified,
unless the Event of Default for which the termination is effected has been cured
by Tenant, the Term or any Renewal Term and the estate hereby granted and all
rights of Tenant hereunder shall expire and terminate as if such date were the
date hereinabove fixed for the expiration of the Term or any Renewal Term, but
Tenant shall remain liable for all its obligations hereunder through the date
hereinabove fixed for the expiration of the Term or any Renewal Term, including
its liability for Basic Rent and Additional Rent as hereinafter provided.

                           ii)      Landlord may, whether or not the Term or any
Renewal Term of this Lease shall have been terminated pursuant to clause (i)
above give Tenant notice (following the occurrence of an Event of Default) to
surrender the Leased Premises to Landlord on a date specified in such notice
(which date shall be no sooner than thirty (30) days after the date of the
notice), at which time Tenant shall surrender and deliver possession of the
Leased Premises to Landlord unless the Event of Default for which the
termination is effected has been cured by Tenant. Upon or at any time after
taking possession of the Leased Premises, Landlord may remove any persons or
property therefrom. Landlord shall be under no liability for or by reason of any
such entry, repossession or removal. No such entry or repossession shall be
construed as an election by Landlord to terminate this Lease unless Landlord
gives a written notice of such intention to Tenant pursuant to clause (i) above.

                           iii)     After repossession of any of the Leased
Premises pursuant to clause (ii) above, whether or not this Lease shall have
been terminated pursuant to clause (i) above, Landlord may relet the Leased
Premises or any part thereof to such tenant or tenants for


                                       25

<PAGE>
such term or terms (which may be greater or less than the period which would
otherwise have constituted the balance of the Term or any Renewal Term) for such
rent, on such conditions (which may include concessions or free rent) and for
such uses as Landlord, in its reasonable discretion, may determine; and Landlord
shall collect and receive any rents payable by reason of such reletting. The
rents received on such reletting shall be applied (A) first to the reasonable
and actual expenses of such reletting and collection, including without
limitation necessary renovation and alterations of the Leased Premises (but not
including tenant improvement or construction allowances), reasonable and actual
attorneys' fees and any reasonable and actual real estate commissions paid, and
(B) thereafter toward payment of all sums due or to become due Landlord
hereunder. If a sufficient amount to pay such expenses and sums shall not be
realized or secured, then Tenant shall pay Landlord any such deficiency monthly,
and Landlord may bring an action therefor as such monthly deficiency shall
arise. Landlord shall not, in any event, be required to pay Tenant any sums
received by Landlord on a reletting of the Leased Premises in excess of the rent
provided in this Lease, but such excess shall reduce any accrued present or
future obligations of Tenant hereunder. Landlord's re-entry and reletting of the
Leased Premises without termination of this Lease shall not preclude Landlord
from subsequently terminating this Lease as set forth above. Tenant agrees to
pay Landlord, as Additional Rent, immediately upon demand, all reasonable
expenses incurred by Landlord in obtaining possession, in performing repairs or
maintenance in preparation for reletting any of the Leased Premises, including
fees and commissions of attorneys, architects, agents and brokers.

                           iv)      If Tenant shall fail to make payment of any
installment of Basic Rent or any Additional Rent after the date when each such
payment is due (after expiration of any applicable notice and cure periods),
Tenant shall pay to Landlord, subject to the provisions of Section 28, a sum
equal to two times the then current Prime Rate, as hereinafter defined, of the
amount unpaid (the "DEFAULT RATE") computed from the date such payment of Basic
Rent or Additional Rent was due to and including the date of payment. The term
"PRIME RATE" shall mean the prime rate of interest published in the Wall Street
Journal or its successor, from time to time.

                           v)       Landlord may exercise any other right or
remedy now or hereafter existing by law or in equity, other than the right to
accelerate rent except as provided in Paragraph 19(c). Any or all of the above
remedies may be exercised by Landlord in event of Tenant's breaches hereof, and
two or more remedies may be exercised simultaneously or following each other,
without being deemed an estoppel, waiver or election of remedies. In addition,
should Tenant fail, refuse or neglect to make any payment or perform any act
required by the provisions of Section 14 a of this Lease or by Section 14.b, c,
d or e of this Lease, then at any time thereafter, and without waiving or
releasing any other right, remedy or recourse which Landlord may have because of
same. Landlord or Lender may, but shall not be obligated to, make such payment
or perform such act for the account of and at the expense of Tenant. All sums
paid by Landlord or Lender pursuant to this Section 19 b(v), together with
interest thereon at the maximum rate allowed by applicable law from the date of
such payment or expenditure, shall constitute additions to the Additional Rent
and shall be paid by Tenant upon demand.

                  c.       In the event of any expiration or termination of this
Lease or repossession of any of the Leased Premises by reason of the occurrence
of an Event of Default, Tenant shall


                                       26

<PAGE>
pay to Landlord Basic Rent, Additional Rent and all other sums required to be
paid by Tenant to and including the date of such expiration, termination or
repossession and, thereafter, Tenant shall, until the end of what would have
been the Term or any Renewal Term in the absence of such expiration, termination
or repossession, and whether or not any of the Leased Premises shall have been
relet, be liable to Landlord for and shall pay to Landlord as liquidated and
agreed current damages: (1) Basic Rent, Additional Rent, and all other sums
which would be payable under this Lease by Tenant in the absence of such
expiration, termination or repossession, less (ii) the net proceeds, if any, of
any reletting pursuant to paragraph 19(b)(iii), after deducting from such
proceeds all of Landlord's reasonable expenses in connection with such reletting
(including all reasonable repossession costs, brokerage commissions, legal
expenses, attorneys' fees, employees' expenses, costs of Alteration and expenses
of preparation for reletting). Tenant hereby agrees to be and remain liable for
all sums aforesaid and Landlord may recover such damages from Tenant and
institute and maintain successive actions or legal proceedings against Tenant
for the recovery of such damages. Nothing herein contained shall be deemed to
require Landlord to wait to begin such action or other legal proceedings until
the date when the Term or any Renewal Term would have expired by limitation had
there been no such Event of Default.

                  d.       In the event of a default by Landlord under this
Lease, Tenant shall be entitled to all remedies available to it at law and
equity; PROVIDED, however, Landlord shall have no personal liability with
respect to any obligations arising from or in connection with this Lease, and
Tenant shall look solely to Landlord's interest in the Leased Premises for
satisfaction of all remedies of Tenant arising therefrom. Notwithstanding the
foregoing, Landlord shall not be liable to Tenant unless Landlord fails to
perform and observe, or a violates or breaches any other provision in this Lease
and such default shall continue for a period of thirty (30) business days after
written notice thereof is given by Tenant to Landlord, with a copy provided to
Lender or Lender's designee to Landlord or if such default is of such a nature
that it cannot reasonably be cured within such period of thirty (30) business
days, such period shall be extended for such longer time as is reasonably
necessary provided that Landlord has commenced to cure such default within said
period of thirty (30) business days and is actively, diligently and in good
faith proceeding with continuity to remedy such default. If Landlord fails to
cure said default, Tenant agrees that Lender shall have and additional thirty
(30) business days after written notice thereof is given by Tenant to Landlord,
or if such default is of such a nature that it cannot reasonably be cured within
such period of thirty (30) business days, such period shall be extended for such
longer time as is reasonably necessary provided that Lender has commenced to
cure such default within said period of thirty (30) business days and is
actively, diligently and in good faith proceeding with continuity to remedy such
default.

         20.      Additional Rights of Landlord and Tenant.

                  a.       No right or remedy conferred upon or reserved to
Landlord in this Lease is intended to be exclusive of any other right or remedy;
and each and every right and remedy shall be cumulative and in addition to any
other right or remedy contained in this Lease. No delay or failure by Landlord
or Tenant to enforce its rights under this Lease shall be construed as a waiver,
modification or relinquishment thereof. In addition to the other remedies
provided in this Lease, Landlord and Tenant shall be entitled, to the extent
permitted by applicable law, to


                                       27

<PAGE>
injunctive relief in case of the violation or attempted or threatened violation
of any of the provisions of this Lease, or to specific performance of any of the
provisions of this Lease.

                  b.       Tenant hereby waives and surrenders for itself and
all those claiming under it, including creditors of all kinds, any right and
privilege which it or any of them may have under any present or future law to
redeem any of the Leased Premises or to have a continuance of this Lease after
termination of this Lease or of Tenant's right of occupancy or possession
pursuant to any court order or any provision hereof.

                  c.       Each of Tenant and Landlord (herein called "PAYING
PARTY") agrees to pay to the other party (herein called "DEMANDING PARTY") any
and all reasonable costs and expenses incurred by the Demanding Party in
connection with any litigation or other action instituted by the Demanding Party
to enforce the obligations of the Paying Party under this Lease, to the extent
that the Demanding Party has prevailed in any such litigation or other action.
Any amount payable by Tenant to Landlord pursuant to this Paragraph 20(e) shall
be due and payable by Tenant to Landlord as Additional Rent. No sum payable by
Landlord to Tenant under this subparagraph will be payable or recoverable from
any sums pledged or assigned (or intended to have been pledged or assigned) by
Landlord to Lender, Tenant's right to recover such sums from Landlord being
subordinate to the rights of Lender, such sums only being recoverable after
payment to Lender in full of the Loan as constituted on the date hereof.

         21.      Notices. All notices, demands, requests, consents, approvals,
offers, statements and other instruments or communications required or permitted
to be given pursuant to the provisions of this Lease (collectively "NOTICE" or
"NOTICES") shall be in writing and shall be deemed to have been given for all
purposes (i) three (3) days after having been sent by United States mail, by
registered or certified mail, return receipt requested, postage prepaid,
addressed to the other party at its address as stated below, or (ii) one (1) day
after having been sent by Federal Express, United Parcel or other nationally
recognized overnight, air courier service.

                  To the Addresses stated below:

                           If to Landlord:

                           KAZA I, LTD.
                           c/o Mr. James A. Bieber
                           10803 Keystone Bend
                           Austin Texas 78750

                           With a copy to:

                           McLeroy, Alberts & Benjamin, P.C.
                           608 West 12th Street
                           Austin, Texas  78701
                           Attn: Christopher M. Benjamin


                                       28

<PAGE>
                           If to Tenant:

                           Dave & Buster's, Inc.
                           2481 Manana Drive
                           Dallas, Texas 75220
                           Attn: Legal Department


                                       29

<PAGE>
                           With a copy to:

                           Kane, Russell, Coleman & Logan, P.C.
                           3700 Thanksgiving Tower
                           1601 Elm Street
                           Dallas, Texas 75201
                           Attn: Scott A. Dyche

If any Lender shall have advised Tenant by Notice in the manner aforesaid that
it is the holder of a Mortgage and states in said Notice its address for the
receipt of Notices, then simultaneously with the giving of any Notice by Tenant
to Landlord, Tenant shall send a copy of such Notice to Lender in the manner
aforesaid. For the purposes of this Paragraph 21, any party may substitute its
address by giving fifteen (15) days' notice to the other party in the manner
provided above. Any Notice may be given on behalf of any party by its counsel.

         22.      Estoppel Certificates. Landlord and Tenant shall at any time
and from time to time, upon not less than twenty (20) days' prior written
request by the other, execute, acknowledge and deliver to the other a statement
in writing, certifying (i) that this Lease is unmodified and in full effect (or,
if there have been modifications, that this Lease is in full effect as modified,
setting forth such modifications), (ii) the dates to which Basic Rent, payable
hereunder has been paid, (iii) that to the knowledge of the signer of such
certificate no default or Event of Default by either Landlord or Tenant (v) the
remaining Term or any Renewal Term hereof, (v) with respect to a certificate
signed on behalf of Tenant, that to the knowledge of the signer of such
certificate, there are no proceedings pending or threatened against Tenant
before or by any court or administrative agency which if adversely decided would
materially and adversely affect the financial condition and operations of Tenant
or if any such proceedings are pending or threatened to said signer's knowledge,
specifying and describing the same, and (vi) such other matters as may
reasonably be requested by the party requesting the certificate. It is intended
that any such statements may be relied upon by Landlord, Tenant, Lender, the
recipient of such statements or their assignees or by any prospective purchaser,
assignee or subtenant of the Leased Premises.

         23.      Surrender and Holding Over.

                  a.       Upon the expiration or earlier termination of this
Lease, Tenant shall peaceably leave and surrender the Leased Premises (except as
to any portion thereof with respect to which this Lease has previously
terminated) to Landlord. Provided Tenant is not in default hereunder, Tenant
shall remove from the Leased Premises on or prior to such expiration or earlier
termination the Trade Fixtures and personal property which is owned by Tenant or
third parties other than Landlord, and Tenant, at its expense, shall, on or
prior to such expiration or earlier termination, repair any damage caused by
such removal. Trade Fixtures and personal property not so removed at the end of
the Term or any Renewal Term shall become the property of Landlord, and Landlord
may thereafter cause such property to be removed from the Leased Premises. The
cost of removing and disposing of such property and repairing any damage to any
of the Leased Premises caused by such removal shall be borne by Tenant. Landlord
shall not in


                                       30

<PAGE>
any manner or to any extent be obligated to reimburse Tenant for any property
which becomes the property of Landlord as a result of such expiration or earlier
termination.

                  b.       Any holding over by Tenant of the Leased Premises
after the expiration or earlier termination of the Term or any Renewal Term of
this Lease or any extensions thereof, with the consent of Landlord, shall
operate and be construed as tenancy from month to month only, at one hundred ten
percent (110%) of the Basic Rent reserved herein and upon the same terms and
conditions as contained in this Lease. Notwithstanding the foregoing, any
holding over without Landlord's consent shall entitle Landlord, in addition to
collecting Basic Rent at a rate of one hundred fifty percent (150 %) thereof, to
exercise all rights and remedies provided by law or in equity, including the
remedies of Paragraph 19(b).

         24.      No Merger of Title. There shall be no merger of this Lease nor
of the leasehold estate created by this Lease with the fee estate in or
ownership of any of the Leased Premises by reason of the fact that the same
person, corporation, firm or other entity may acquire or hold or own, directly
or indirectly, (a) this Lease or the leasehold estate created by this Lease or
an interest in this Lease or in such leasehold estate and (b) the fee estate or
ownership of any of the Leased Premises or any interest in such fee estate or
ownership. No such merger shall occur unless and until all persons,
corporations, firms and other entities having any interest in (i) this Lease or
the leasehold estate created by this Lease and (ii) the fee estate in or
ownership of the Leased Premises or any part thereof sought to be merged shall
join in a written instrument effecting such merger and shall duly record the
same.

         25.      Definition of Landlord.

                  a.       Except as provided in Section 12(d) and anything
contained herein to the contrary notwithstanding, any claim based on or in
respect of any liability of Landlord under this Lease shall be enforced only
against the Landlord's interest in the Leased Premises and shall not be enforced
against the Landlord individually or personally (except to the extent that it is
necessary to name Landlord as a defendant in an action for equitable relief).

                  b.       The term "LANDLORD" as used in this Lease so far as
covenants or obligations on the part of Landlord are concerned, shall be limited
to mean and include only the owner or owners of the Leased Premises or holder of
the Mortgage in possession at the time in question of the Leased Premises and in
the event of any transfer or transfers of the title of the Leased Premises, the
Landlord herein named (and in case of any subsequent transfers or conveyances,
the then grantor) shall be automatically freed and relieved from and after the
date of such transfer and conveyance of all personal liability as respects the
performance of any covenants or obligations on the part of Landlord contained in
this Lease thereafter to be performed.

         26.      Hazardous Substances.


                                       31

<PAGE>
                  a.       Tenant agrees that it will not on, about, or under
the Leased Premises, make, release, treat or dispose of any "hazardous
substances" as that term is defined in the Comprehensive Environmental Response,
Compensation and Liability Act, and the rules and regulations promulgated
pursuant thereto, as from time to time amended, 42 U.S.C. Section 9601 et seq.
(the "ACT"); but the foregoing shall not prevent the use of any hazardous
substances in accordance with applicable laws and regulations. Tenant represents
and warrants that it will at all times comply with the Act and any other
federal, state or local laws, rules or regulations governing "Hazardous
Materials". "HAZARDOUS MATERIALS" as used herein shall mean all chemicals,
petroleum, crude oil or any fraction thereof, hydrocarbons, polychlorinated
biphenyls (PCBs), asbestos, asbestos containing materials and/or products, urea
formaldehyde, or any substances which are classified as "hazardous" or "toxic"
under the Act; hazardous waste as defined under the Solid Waste Disposal Act, as
amended 42 U.S.C. Section 6901; air pollutants regulated under the Clean Air
Act, as amended, 42 U.S.C. Section 7401, et seq.; pollutants as defined under
the Clean Water Act, as amended, 33 U.S.C. Section 1251, et seq., any pesticide
as defined by Federal Insecticide, Fungicide, and Rodenticide Act, as amended, 7
U.S.C. Section 136, et seq., any hazardous chemical substance or mixture or
imminently hazardous substance or mixture regulated by the Toxic Substances
Control Act, as amended, 15 U.S.C. Section 2601, et Seq., any substance listed
in the United States Department of Transportation Table at 45 CFR 172.101; any
chemicals included in regulations promulgated under the above listed statutes;
any explosives, radioactive material, and any chemical or other substance
regulated by federal, state or local statutes similar to the federal statutes
listed above and regulations promulgated under such federal, state or local
statutes.

                  b.       To the extent required by the Act and/or any federal,
state or local laws, rules or regulations governing Hazardous Materials, Tenant
shall remove any hazardous substances (as defined in the Act) and Hazardous
Materials (as defined above) whether now or hereafter existing on the Leased
Premises actually placed upon the Leased Premises by Tenant or its agents,
contractors, invitees or employees during the Term and any Renewal Term. In
addition to, and without limiting Paragraph 10 of this Lease Tenant shall and
hereby does agree to defend, indemnify and hold Lender and Landlord, their
officers, directors, shareholders, partners, beneficial owners, members and
employees, harmless from and against any and all causes of actions, suits,
demands or judgments of any nature whatsoever, losses, damages, penalties,
expenses, fees, claims, costs (including response and remedial costs), and
liabilities, including, but not limited to, reasonable attorneys' fees and costs
of litigation, arising out of or in any manner connected with (i) the violation
of any applicable federal, state or local environmental law with respect to the
Leased Premises or Tenant's or any other person's or entity's prior ownership of
the Leased Premises; (ii) the "release" or "threatened release" of or failure to
remove, as required by this Paragraph 26, "hazardous substances" (as defined in
the Act) and Hazardous Materials (as defined above) at or from the Leased
Premises or any portion or portions thereof, including any past or current
release and any release or threatened release during the initial Term and any
Renewal Term whether or not arising out of or in any manner connected with
Tenant's occupancy of the Leased Premises during the initial Term or Renewal
Term.

                  c.       The Tenant agrees that it will not install any
underground storage tank at the Leased Premises without specific, prior written
approval from the Landlord which consent


                                       32

<PAGE>
shall be in Landlord's sole and unfettered discretion. The Tenant agrees that it
will not store combustible or flammable materials on the Leased Premises in
violation of the Act or any other federal, state or local laws, rules or
regulations governing Hazardous Materials.

         27.      Entry by Landlord. Landlord and its authorized representatives
shall have the right upon reasonable notice (which shall be not less than two
(2) business days except in the case of emergency) to enter the Leased Premises
at all reasonable business hours (and at all other times in the event of an
emergency): (a) for the purpose of inspecting the same or for the purpose of
doing any work under Paragraph 11 (c), and may take all such action thereon as
may be necessary or appropriate for any such purpose (but nothing contained in
this Lease or otherwise shall create or imply any duty upon the part of Landlord
to make any such inspection or do any such work), and (b) for the purpose of
showing the Leased Premises to prospective purchasers and mortgagees and, at any
time within six (6) months prior to the expiration of the Term (or any Renewal
Term) of this Lease for the purpose of showing the same to prospective tenants.
No such entry shall constitute an eviction of Tenant but any such entry shall be
done by Landlord in such reasonable manner as to minimize any disruption of
Tenant's business operation.

         28.      No Usury. The intention of the parties being to conform
strictly to the applicable usury laws, whenever any provision herein provides
for payment by Tenant to Landlord of interest at a rate in excess of the legal
rate permitted to be charged, such rate herein provided to be paid shall be
deemed reduced to such legal rate.

         29.      Separability. Each and every covenant and agreement contained
in this Lease is, and shall be construed to be, a separate and independent
covenant and agreement, and the breach of an such covenant or agreement by
Landlord shall not discharge or relieve Tenant from its obligation to perform
the same. If any term or provision of this Lease or the application thereof to
any provision of this Lease or the application thereof to any person or
circumstances shall to any extent be invalid and unenforceable, the remainder of
this Lease, or the application of such term or provision to persons or
circumstances other than those as to which it is invalid or unenforceable, shall
not be affected thereby, and each term and provision of this Lease shall be
valid and shall be enforced to the extent permitted by law.

         30.      Competition.

                  a.       Tenant agrees that it shall not, during the Term of
the Lease and any Renewal Term, either on its own or through any person,
corporation, partnership, joint stock association, trust or other firm or entity
which controls Tenant or is controlled by Tenant or is under common control with
Tenant (and also, in the event Tenant is a corporation, if any officer or
director thereof or shareholder owning more than ten percent (10%) of the
outstanding stock thereof, or parent, subsidiary or related or affiliated
corporation) either directly or indirectly, commence operation of any business
similar to the business of Tenant in the Leased Premises, or in any other manner
compete with the business provided herein to be conducted by Tenant at the
Leased Premises, within a radius of five (5) miles of the Leased Premises, which
Tenant acknowledges is a reasonable area for the purpose of this provision.


                                       33

<PAGE>
                  b.       Notwithstanding Section 30(a), so long as no uncured
Event of Default exists under this Lease, the provisions of Section 30(a) shall
not apply.

         31.      Miscellaneous.

                  a.       The paragraph headings in this Lease are used only
for convenience in finding the subject matters and are not part of this Lease or
to be used in determining the intent of the parties or otherwise interpreting
this Lease.

                  b.       As used in this Lease the singular shall include the
plural as the context requires and the following words and phrases shall have
the following meanings: (i) "including," shall mean "including but not limited
to"; (ii) "provisions" shall mean "provisions, terms, agreements, covenants
and/or conditions"; (iii) "lien" shall mean "lien, charge, encumbrance, title
retention agreement, pledge, security interest, mortgage and/or deed of trust";
and (iv) "obligation" shall mean "obligation, duty, agreement, liability,
covenant or condition".

                  c.       Any act which Landlord is permitted to perform under
this Lease may be performed at any time and from time to time by Landlord or any
person or entity designated by Landlord. Any act which Tenant is required to
perform under this Lease shall be performed at Tenant's sole cost and expense.

                  d.       This Lease may be modified, amended, discharged or
waived only by an agreement in writing signed by the party against whom
enforcement of any such modification, amendment, discharge or waiver is sought.

                  e.       The covenants of this Lease shall run with the Land
and bind Tenant, the successors and assigns of Tenant and all present and
subsequent encumbrances and subtenants of any of the Leased Premises, and shall
inure to the benefit of and bind Landlord, its successors and assigns.

                  f.       This Lease will be simultaneously executed in several
counterparts, each of which when so executed and delivered shall constitute an
original, fully enforceable counterpart for all purposes.

                  g.       This Lease shall be governed by and construed
according to the laws of the State.

                  h.       Wherever the consent or approval of Landlord is
required hereunder, Landlord agrees that it will not unreasonably withhold or
delay such consent or approval, unless otherwise expressly stated herein.

                  i.       The parties hereto warrant that the terms herein are
intended to strictly comply with all applicable laws, including those federal
and state consumer, commercial and


                                       34

<PAGE>
credit code laws that may be applicable. Any violation thereof shall be deemed
to have been made by bona fide error and to be a mutual mistake, requiring
immediate reformation of this contract to fully comply with such laws. Said
illegal provision shall be deemed amended ab initio to comport with the
applicable laws. Further, Tenant shall fully comply with all felony criminal
laws, the violation of which and conviction of same, if occurring on the
premises, can at Landlord's option, amount to a forfeiture of this Lease. In
particular, no illegal gambling or illegal drug activity shall be conducted on
the premises.

                  j.       By signing this Lease, the respective parties
REPRESENT and WARRANT to the other party that it has the full power and
authority to execute this Lease and thus bind the parties named herein. However,
if counsel for either party reasonably requests verification of the other
signer's authority (corporate resolution, etc.), the party receiving said
request shall timely present the required documentation.

         32.      Additional Rent. The term "ADDITIONAL RENT" as used herein
includes all amounts, costs, expenses, liabilities and obligations (including
but not limited to Tenant's obligation to pay any Net Awards or Purchase Price
hereunder) which Tenant is required to pay pursuant to the terms of this Lease
other than Basic Rent.

         IN WITNESS WHEREOF, Landlord and Tenant have caused this instrument to
be executed under seal as of the day and year first above written.



                                       35

<PAGE>
                           LANDLORD:

                           KAZA I, LTD., a Texas limited partnership

                           By:      AMCAM, INC., a Texas corporation
                           Its:     General Partner

                                    By:      /s/ James A. Bieber
                                       -----------------------------------------
                                             James A. Bieber
                                    Its:     President

                           TENANT:

                           DAVE & BUSTER'S I, L.P.,
                           a Texas limited partnership

                           By:      Dave & Buster's, Inc.,
                                    a Missouri corporation, general partner


                                    By:      /s/ John S. Davis
                                       -----------------------------------------
                                    Name:    John S. Davis
                                         ---------------------------------------
                                    Title:   Vice President
                                          --------------------------------------



                                       36

<PAGE>
                                    EXHIBIT A

                          LEGAL DESCRIPTION OF THE LAND

TRACT I

Being a 4.6716 acre tract of land situated in the Robert Vince Survey, Abstract
77, City of Houston, Harris County, Texas, and being a portion of Lots 103, 104
and 105 and all of Lots 106 and 107 of Glenhaven Estates as recorded by plat in
Volume 16, Page 71 of the Map Records of Harris County, Texas, together with a
portion of Lots 112, 113 and 114 of Glenhaven Estates, Section 2 as recorded by
plat in Volume 19, Page 53 of the Map Records of Harris County, Texas, also
being the same tract of land described in the Special Warranty Deed to EBE
Realty, Inc. recorded under Harris County Clerk's File Number M850749, save and
except that certain .0051 of an acre tract described in Quitclaim Deed from EBE
Realty, Inc. to New RichFountain Properties, Inc. recorded under Harris County
Clerk's File Number N466304, said 4.6716 acre tract of land being more
particularly described as follows;

BEGINNING, at a 1 inch iron pipe found at the Northeast corner of said Lot 107
and on the south right-of-way line of Fairdale Lane (60' Right-Of-Way);

THENCE, with the easterly line of said Lot 107, South 02 degrees 22 minutes 42
seconds East, a distance of 400.00 feet to a 5/8 inch iron rod found for the
southeast corner of Lot 107;

THENCE, North 87 degrees 27 minutes 51 seconds East, a distance of 15.00 feet to
a 5/8 inch iron rod found for the northeast corner of said Lot 112, Glenhaven
Estates, Section 2;

THENCE, with the easterly line of said Lot 112, South 02 degrees 32 minutes 09
seconds East a distance of 59.10 feet to a 5/8 inch iron rod with cap found for
the corner in the northerly right-of-way line of Richmond Avenue (a 120 foot
wide right-of-way), and the beginning of a non-tangent curve to the right;

THENCE, with the northerly right-of-way line of Richmond Avenue and said
non-tangent curve to the right having a radius of 2000.00 feet, through a
central angle of 05 degrees 19 minutes 04 seconds, a chord bearing of North 83
degrees 18 minutes 51 seconds West, a chord distance of 185.56 feet and an arc
length of 185.63 feet to a 5/8 inch iron rod with cap found;

THENCE, continuing with the northerly right-of-way line of Richmond Avenue,
North 80 degrees 39 minutes 19 seconds West, a distance of 116.39 feet to a 5/8
inch iron rod with cap found and the beginning of a curve to the left;

THENCE, northwesterly continuing with the northerly right-of-way line of
Richmond Avenue, and with said curve to the left having a radius of 2120.00
feet, a central angle of 05 degrees 39 minutes 51 seconds, a chord bearing of
North 83 degrees 29 minutes 15 seconds West, a chord


                                       37

<PAGE>
distance of 209.50 feet and an arc length of 209.58 feet to a 5/8 inch iron rod
with cap found for corner in the westerly line of the East one-half of said Lot
103, Glenhaven Estates, from which a found 5/8 inch iron rod with cap bears
North 87 degrees 03 minutes 34 seconds West, 1.52 feet;

THENCE North 02 degrees 32 minutes 09 seconds West, departing the northerly
right-of-way line of said Richmond Avenue with the westerly line of the East
one-half of said Lot 103, a distance of 372.45 feet to a 5/8 inch iron rod found
in the southerly right-of-way line of Fairdale Lane;

THENCE with the southerly right-of-way line of Fairdale Lane, North 87 degrees
27 minutes 51 seconds East, a distance of 490.05 feet to the POINT OF BEGINNING
and containing 4.6716 acres (203,499 sq. ft.) of land.

TRACT II

Being a 0.9978 of an acre tract of land situated in the Robert Vince Survey,
Abstract 77, City of Houston, Harris County, Texas, and being all of Lot 59 of
Glenhaven Estates as recorded in Volume 16, Page 71 of the Map records of Harris
County, Texas, also being the same tract of land described in the General
Warranty Deed to EBE Realty, Inc. recorded under Harris County Clerk's File
Number N564031, said 0.9978 of an acre tract of land being more particularly
described as follows:

BEGINNING at a 5/8 inch iron rod with cap found, from which a found 5/8 inch
iron rod bent bears North 29 degrees 19 minutes 49 seconds West, 0.38 feet, in
the northerly right-of-way line of Fairdale Lane (60 foot right-of-way) for the
southeast corner of said Lot 59;

THENCE, with said northerly right-of-way line, South 87 degrees 27 minutes 51
seconds West, a distance of 108.90 feet to a 5/8 inch iron rod with cap found
for the southwest corner of said Lot 59, from which a found 5/8 inch iron rod
with cap bears North 20 degrees 58 minutes 38 seconds West, 0.98 feet;

THENCE, departing said northerly right-of-way line, North 02 degrees 13 minutes
03 seconds West, a distance of 399.77 feet to a 5/8 inch iron rod with cap found
at the corner common to Lots 58, 59, and 42 and the southwest corner of Winsome
Apartments as recorded in Volume 260, Page 24 of the Harris County Map Records;

THENCE, North 87 degrees 36 minutes 21 seconds East, with the line common to
said Lot 59 and said Winsome Apartments, a distance of 108.63 feet to the
northeast corner of herein described tract, the southeast corner of said Winsome
Apartments and the northwest corner of Lot 60 of said Glenhaven Estates said and
to a found 5/8 inch iron rod with cap;

THENCE, South 02 degrees 15 minutes 20 seconds East, with the common line of
said Lots 59 and 60, a distance of 399.50 feet to the POINT OF BEGINNING and
containing 0.9978 of one acre (43,465 sq. ft.).


                                       38

<PAGE>
                                    EXHIBIT B

         Primary Initial Term: Twenty (20) years

         Number of Consecutive Renewal Terms: Four (4) (subject to Paragraph 5c)


         Duration of each Renewal Term: Five (5) years

         1.       Basic Rent from the Commencement Date through the first
anniversary of the Commencement Date shall be $1,009,355.00, payable in monthly
installments of $84,112.92 each.


         2.       Basic Rent shall increase annually on each anniversary of the
Commencement Date by 1.35%, through and including any Renewal Terms. For
example, Basic Rent for the first year after the first anniversary shall be
$1,022,981.00, payable in monthly installments of $85,248.42 each. Basic Rent
for the first year after the second anniversary shall be $1,036,791.00, and so
on.


                                       39

<PAGE>
                                    EXHIBIT C

                    Casualty and Condemnation Purchase Price

                                   $8,777,000




                                       40


<PAGE>
                                                                  EXHIBIT 10.20


                         AGREEMENT OF SALE AND PURCHASE


                                 by and between

                           D & B REALTY HOLDING, INC.,

                             a Missouri corporation,

                                    as Seller


                                       and


                                 LANDFAIR, LLC,

                     a California limited liability company

                                  as Purchaser



                                Marietta, Georgia

<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                  PAGE
<S>                                                                                                               <C>
ARTICLE I. Sale and Purchase: Property...........................................................................    1
   Section 1.1       Sale and Purchase...........................................................................    1

ARTICLE II. Consideration........................................................................................    2
   Section 2.1       Purchase Price & Financing..................................................................    2
   Section 2.2       Earnest Money...............................................................................    3

ARTICLE III. Survey..............................................................................................    3
   Section 3.1       Survey......................................................................................    3

ARTICLE IV. Title................................................................................................    4
   Section 4.1       Title Commitment............................................................................    4

ARTICLE V. Inspection............................................................................................    5
   Section 5.1       Inspection Period...........................................................................    5
   Section 5.2       Document Review.............................................................................    6
   Section 5.3       Inspection Obligations......................................................................    7
   Section 5.4       Right of Termination........................................................................    8
   Section 5.5       Property Conveyed "AS IS"...................................................................    9
   Section 5.6       Investigative Studies.......................................................................   12
   Section 5.7       Purchaser Represented by Counsel............................................................   12

ARTICLE VI. Closing..............................................................................................   12
   Section 6.1       Closing Date................................................................................   12
   Section 6.2       Closing Matters.............................................................................   12
   Section 6.3       Closing Costs...............................................................................   14
   Section 6.4       Real Estate Commission......................................................................   14
   Section 6.5       Conditions Precedent to Seller's Obligations................................................   15
   Section 6.6       Conditions Precedent to Purchaser's Obligations.............................................   15

ARTICLE VII. Remedies............................................................................................   16
   Section 7.1       Seller's Remedies...........................................................................   16
   Section 7.2       Purchaser's Remedies........................................................................   16
   Section 7.3       Attorneys' Fees.............................................................................   16
   Section 7.4       Disposition of Earnest Money................................................................
   17

ARTICLE VIII. Representations, Warranties, and Covenants.........................................................   17
   Section 8.1       Purchaser's Representations and Warranties..................................................   17
   Section 8.2       Seller's Representations and Warranties.....................................................   17
   Section 8.3       Seller's Covenants..........................................................................   20
</TABLE>


<PAGE>

<TABLE>
<S>                                                                                                               <C>
   Section 8.4       Survival of Representations and Warranties..................................................   21
   Section 8.5       Knowledge Standard..........................................................................   22

ARTICLE IX. Condemnation.........................................................................................   22
   Section 9.1       Condemnation................................................................................   22

ARTICLE X. Risk of Loss..........................................................................................   23
   Section 10.1         Risk of Loss.............................................................................   23
   Section 10.2         Loss.....................................................................................   23

ARTICLE XI. Miscellaneous........................................................................................   24
   Section 11.1         Entire Agreement.........................................................................   24
   Section 11.2         Agreement Binding on Parties; Assignment.................................................   24
   Section 11.3         Effective Date...........................................................................   24
   Section 11.4         Notice...................................................................................   24
   Section 11.5         Time of the Essence......................................................................   26
   Section 11.6         Place of Performance.....................................................................   26
   Section 11.7         Currency.................................................................................   26
   Section 11.8         Section Headings.........................................................................   26
   Section 11.9         Obligations..............................................................................   26
   Section 11.10        Business Days............................................................................   26
   Section 11.11        No Recordation...........................................................................   27
   Section 11.12        Multiple Counterparts....................................................................   27
   Section 11.13        Severability.............................................................................   27
   Section 11.14        Taxpayer ID..............................................................................   27
   Section 11.15        Section 1031 Exchange....................................................................   27
</TABLE>


Exhibits

Exhibit A         -        Legal Description of Land
Exhibit B         -        Deed
Exhibit C         -        Bill of Sale
Exhibit D         -        Certificate of Non-Foreign Status
Exhibit E         -        Assignment of Warranties
Exhibit F         -        Lease
Exhibit G         -        Note

<PAGE>
                         AGREEMENT OF SALE AND PURCHASE


         THIS AGREEMENT OF SALE AND PURCHASE (this "AGREEMENT") is made by and
between D & B REALTY HOLDING, INC., a Missouri corporation (the "SELLER"), and
LANDFAIR, LLC, a California limited liability company (the "PURCHASER").


                              W I T N E S S E T H:


         WHEREAS, Seller desires to sell and Purchaser desires to purchase the
property described in Section 1.1 below, on the terms and conditions hereinafter
set forth;


         NOW, THEREFORE, in consideration of the mutual agreements contained
herein and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:

                                   ARTICLE I.
                           SALE AND PURCHASE: PROPERTY

Section 1.1       Sale and Purchase.


                  Seller agrees to sell and convey unto Purchaser, and Purchaser
                  agrees to purchase and accept from Seller, subject only to the
                  Permitted Exceptions (as defined in Section 4.1(c)) and the
                  terms, covenants, conditions, and provisions herein set forth,
                  the following:

                  (a)      All of that certain land more particularly described
                           on Exhibit A attached hereto (the "LAND"), including
                           all structures, improvements, and fixtures (the
                           "IMPROVEMENTS") thereon. The Improvements consist of
                           an approximately 53,314 square foot, single story
                           "Dave & Buster's" entertainment complex. The Land and
                           the Improvements are sometimes referred to herein
                           collectively as the "REAL PROPERTY";

                  (b)      All right, title, and interest, if any, of Seller, in
                           and to any land lying in the bed of any dedicated
                           street, road, or access way, opened or proposed, in
                           front of, at a side of or adjoining the Real Property
                           and any easements, rights-of-way or licenses of any
                           kind relating to the Real Property (the "PROPERTY
                           RIGHTS");

                  (c)      All right, title, and interest of Seller,
                           reversionary or otherwise, in and to all easements in
                           or upon the Land, mineral rights, water rights, water
                           stock, and all other rights, privileges, entitlements
                           and appurtenances belonging or in anywise pertaining
                           to the ownership, management or operation of the Real
                           Property, if any (the "APPURTENANCES");


                                      -1-

<PAGE>
                  (d)      Any and all equipment, machinery, and other items of
                           personal property owned by Seller and presently
                           affixed or attached to, placed or situated upon the
                           Real Property and used in connection with the
                           ownership, operation and occupancy of the Real
                           Property, but specifically excluding any items of
                           personal property owned by the Tenant (as defined in
                           Section 6.2 (viii)) and/or any third party (the
                           "PERSONALTY");

                  (e)      All right, title, and interest, if any, of Seller in
                           and to any and all transferable licenses, permits,
                           certificates, approvals, authorizations, variances,
                           and consents (the "PERMITS") issued or granted by
                           governmental or quasi-governmental bodies, officers,
                           or authorities with respect to the ownership of the
                           Real Property;

                  (f)      All warranties and guaranties covering any of the
                           Improvements, if any (the "WARRANTIES");

                  (g)      Intentionally Omitted;

                  (h)      Seller's interest in all plans, specifications,
                           drawings, reports, studies, and other similar
                           matters, relating to the Land and in the possession
                           or control of Seller or Seller's agents or affiliates
                           (the "PLANS").


                  The items described in (a) through (h) of this Section 1.1 are
                  hereinafter collectively called the "PROPERTY".

                                   ARTICLE II.
                                  CONSIDERATION

Section 2.1       Purchase Price & Financing.

                  (a)      The purchase price (the "PURCHASE PRICE") to be paid
                           by Purchaser to Seller for the sale and conveyance of
                           the Property is Eight Million Three Hundred Ninety
                           Thousand and No/100 Dollars ($8,390,000), plus or
                           minus any net prorations or closing costs payable or
                           chargeable to Purchaser hereunder, which is payable
                           to Seller at the closing of the transaction
                           contemplated hereby (the "CLOSING"). Purchaser shall
                           pay the Purchase Price at the Closing as follows: (i)
                           Five Million Eight Hundred Seventy Three Thousand and
                           No/100 Dollars ($5,873,000) by wire transfer of funds
                           and (ii) Two Million Five Hundred Seventeen Thousand
                           and No/100 Dollars ($2,517,000) by delivery of a
                           promissory note (the "NOTE") in substantially the
                           form attached hereto as Exhibit G.


                                      -2-

<PAGE>
Section 2.2       Earnest Money.

                  (a)      It is a condition precedent to the effectiveness of
                           this Agreement that within three (3) days of the
                           execution of this Agreement by Purchaser, Purchaser
                           shall deposit with Hexter-Fair Title Company, 8333
                           Douglas Avenue, Suite 130, Dallas, Texas 75225, Attn:
                           Carol Erick (the "CLOSING AGENT"), by wire transfer
                           or delivery of a cashier's check, immediately
                           available federal funds in the amount of Fifty
                           Thousand Dollars ($50,000) (along with any interest
                           accrued thereon, the "EARNEST MONEY").

                  (b)      On the Closing Agent's receipt of the Earnest Money,
                           the Closing Agent shall deposit such Earnest Money
                           into an interest-bearing money market account
                           maintained at a federally insured bank or savings and
                           loan association located in Dallas County, Texas.
                           Such account shall have no penalty for early
                           withdrawal. Notwithstanding anything to the contrary
                           contained elsewhere in this Agreement, $100.00 of the
                           Earnest Money shall serve as independent
                           consideration for this Agreement (the "INDEPENDENT
                           CONSIDERATION"), and shall be non-refundable for any
                           reason. If the transaction contemplated hereby is
                           consummated in accordance with the terms and
                           provisions hereof, the Earnest Money shall be
                           credited against the Purchase Price at Closing. All
                           interest earned shall be reported to the Internal
                           Revenue Service as income of Purchaser and Purchaser
                           shall promptly execute all forms reasonably requested
                           by the Closing Agent with respect thereto (except if
                           Seller is entitled to retain the Earnest Money under
                           Section 7.1, in which case the interest earned will
                           be reported as income of the Seller).

                  (c)      The balance of the Purchase Price, as adjusted by the
                           prorations and credits specified herein, less the
                           Earnest Money and less the amount of the Note, shall
                           be paid on the Closing Date in the manner set forth
                           in Section 6.2.

                                  ARTICLE III.
                                     SURVEY

Section 3.1       Survey.

                  Seller has delivered to Purchaser a true, correct and complete
                  copy of the as-built survey (the "SURVEY") of the Real
                  Property in Seller's possession. Purchaser shall be solely
                  responsible for updates to the Survey.


                                      -3-

<PAGE>
                                  ARTICLE IV.
                                      TITLE

Section 4.1       Title Commitment.

                  (a)      Delivery. If not previously delivered, within one (1)
                           day after the Effective Date, Seller shall cause
                           Lawyers Title Insurance Corporation (the "TITLE
                           COMPANY"), acting through the Closing Agent, to
                           furnish to Purchaser a title commitment (the
                           "COMMITMENT") along with legible, true and complete
                           copies of all documents referred to in the
                           Commitment, including, without limitation, plats,
                           deeds, restrictions and easements, by the terms of
                           which the Title Company agrees to issue to Purchaser
                           at Closing an ALTA Extended Coverage Owner's Policy
                           of Title Insurance (the "TITLE POLICY") in the amount
                           of the Purchase Price and insuring Purchaser's fee
                           simple absolute title to the Real Property to be good
                           marketable and indefeasible, subject only to the
                           Permitted Exceptions.

                  (b)      Objections and Cure. If the Title Commitment or
                           Survey or their updates disclose exceptions to title
                           or any other matter reasonably objectionable to
                           Purchaser, Purchaser shall so notify Seller in
                           writing (the "OBJECTION NOTICE") on or before the
                           fifth (5th) day following the date of the last to be
                           received of the Title Commitment and updated Survey,
                           and Seller shall have two (2) days from the date of
                           Seller's actual receipt of the Objection Notice in
                           which it may, but shall have no obligation to have
                           each such objectionable exception to title or Survey
                           removed or correct each such other matter, in each
                           case to the reasonable satisfaction of Purchaser;
                           provided, however, that Seller shall pay off and
                           discharge the following (collectively "DISCHARGEABLE
                           LIENS"): (a) all mortgage liens and deeds of trust
                           encumbering the Property or any portion thereof; and
                           (b) all lien claims if liquidated (including, without
                           limitation, the liens shown on Schedules B and C of
                           the Commitment, other than non-delinquent taxes for
                           the year of Closing and subsequent years), and Seller
                           covenants and agrees to pay off and discharge all
                           such mortgage liens, deeds of trust and other such
                           liens at Closing. If, within the time specified,
                           Purchaser does not deliver an Objection Notice, all
                           title and survey matters shall be deemed approved
                           (other than its objections relating to the
                           Dischargeable Liens). If, within the time specified,
                           Seller does not have each such objectionable
                           exception removed or corrected, Purchaser must, prior
                           to the Inspection Period Expiration Date (as
                           hereinafter defined), as its sole and exclusive
                           remedy, either (i) terminate this Agreement, in which
                           event this Agreement, without further action of the
                           parties, shall become null and void and neither party
                           shall have any further rights or obligations under
                           this Agreement, except in accordance with Sections
                           5.3 and 6.4, or (ii) elect to accept title to the
                           Property as it then exists, without reduction to the
                           Purchase Price. If Purchaser fails to timely make
                           either such election, Purchaser shall be deemed to
                           have elected option (ii). Notwithstanding

                                      -4-

<PAGE>
                           anything to the contrary herein, the time period
                           within which Purchaser must provide its Objection
                           Notice and Seller may cure such objections must be
                           completed prior to the Inspection Period Expiration
                           Date. In other words, Purchaser shall have no right
                           to terminate this Agreement under this Section 4.1(b)
                           after the Inspection Period Expiration Date,
                           notwithstanding anything to the contrary herein
                           contained.

                  (c)      Permitted Exceptions. As used in this Agreement, the
                           term "PERMITTED EXCEPTIONS" shall mean all matters
                           either shown on the updated Survey or in the Title
                           Commitment (other than the Dischargeable Liens),
                           which Purchaser has accepted or has been deemed to
                           accept under Section 4.1(b). Seller has no obligation
                           to ensure that the Title Company will provide any
                           endorsements to the Title Policy, including, without
                           limitation, any deletion of the printed survey
                           exception, all of which, if Purchaser elects to
                           obtain any such endorsements, shall be Purchaser's
                           responsibility and shall be at Purchaser's expense.
                           Notwithstanding any provision hereof, Seller shall
                           have until Closing to satisfy and/or remove all
                           Schedule C items and shall be obligated to satisfy
                           and/or remove same

                  (d)      Termination. In the event of termination of this
                           Agreement pursuant to this Section 4.1, upon
                           Purchaser's delivery of the Documents and the
                           Purchaser's Information (as those terms are defined
                           in Article V) to the Closing Agent, the Closing Agent
                           shall deliver the Documents and the Purchaser's
                           Information to Seller and shall deliver the Earnest
                           Money to Purchaser, except for the Independent
                           Consideration, which shall be paid to Seller, and
                           thereafter neither party shall have any further
                           rights or obligations hereunder, except for the
                           rights and obligations arising pursuant to Sections
                           5.3 and 6.4.

                                   ARTICLE V.
                                   INSPECTION

Section 5.1       Inspection Period.


                  Seller shall permit Purchaser and its authorized agents and
                  representatives to enter upon the Real Property at all
                  reasonable times during normal business hours to inspect and
                  conduct reasonably necessary tests. After the Effective Date,
                  Purchaser, at Purchaser's expense, shall also be entitled to
                  have conducted on its behalf, subject to the operations of the
                  restaurant, inspections of the Improvements and Personalty.
                  Such entry and inspections may be conducted only during the
                  period (the "INSPECTION PERIOD") commencing on the Effective
                  Date and ending at 5:00 p.m., Los Angeles, California time on
                  December 20, 2001 (the "INSPECTION PERIOD EXPIRATION DATE");
                  provided, however, that so long as this Agreement has not been
                  terminated, Purchaser shall have the right, subject to the
                  operations of the restaurant, to enter upon the Real Property
                  at all reasonable times during normal business hours
                  subsequent to the Inspection Period

                                      -5-

<PAGE>
                  Expiration Date and prior to the Closing for the purposes of
                  continuing its inspection of the same so long as Purchaser
                  complies with each of the provisions of this Agreement,
                  including, without limitation, the provisions of this Article
                  V relating to such entry and inspection. Notwithstanding the
                  foregoing, in no event shall such entry and inspection
                  subsequent to the Inspection Period Expiration Date serve to
                  extend Purchaser's right to terminate this Agreement on or
                  before the Inspection Period Expiration Date as provided in
                  Section 5.4 hereof. Purchaser shall notify Seller, in writing,
                  of its intention, or the intention of its agents or
                  representatives, to enter the Real Property at least
                  twenty-four (24) hours prior to such intended entry, and
                  notify Seller of any tests to be conducted thereon. Purchaser
                  shall bear the cost of all such inspections and tests. At
                  Seller's option, Seller may be present for any inspection or
                  test so long as Seller's presence (or desire to be present)
                  does not delay or hinder any inspection or test.

Section 5.2       Document Review.

                  (a)      Documents. Seller has previously delivered to
                           Purchaser, and Purchaser acknowledges its receipt of,
                           the following (collectively, the "DOCUMENTS"):

                  (i)      copies of any Plans;

                  (ii)     copies of all existing soil, engineering,
                           architectural, and environmental reports covering the
                           Property in Seller's or Seller's agents or affiliates
                           possession or control;

                  (iii)    copies of all Service Contracts, if any;

                  (iv)     a list of the Personalty to be conveyed, if any; and

                  (v)      copies of all Permits in Seller's possession.

                  (b)      Proprietary Information. Purchaser acknowledges that
                           any and all of the Documents are proprietary and
                           confidential in nature and will be delivered to
                           Purchaser solely to assist Purchaser in determining
                           the feasibility of purchasing the Property. Purchaser
                           agrees not to disclose the contents of the Documents
                           to any party outside of Purchaser's organization
                           except to certain of its attorneys, accountants,
                           lenders, or investors (collectively, the "PERMITTED
                           OUTSIDE PARTIES") or if required by law to do so.
                           Purchaser further agrees that the Documents shall be
                           disclosed and exhibited only to those persons within
                           Purchaser's organization or to those Permitted
                           Outside Parties who are responsible for determining
                           the feasibility of Purchaser's acquisition of the
                           Property. In permitting the Permitted Outside Parties
                           to review the Documents or other information to
                           assist

                                      -6-

<PAGE>
                           Purchaser, Seller has not waived any privilege or
                           claim of confidentiality with respect thereto, and no
                           third party benefits or relationships of any kind,
                           either express or implied, have been offered,
                           intended or created by Seller and any such claims are
                           expressly rejected by Seller and waived by Purchaser
                           and the Permitted Outside Parties, for whom, by its
                           execution of this Agreement, Purchaser is acting as
                           an agent with regard to such waiver.

                  (c)      Return of Documents. Purchaser shall return to
                           Closing Agent all of the Documents, any and all
                           copies Purchaser has made of the Documents, and all
                           copies of any studies, reports, or test results
                           obtained by Purchaser in connection with its
                           inspection of the Property (collectively, the
                           "PURCHASER'S INFORMATION") on the earlier to occur of
                           (i) such time as Purchaser determines that it shall
                           not acquire the Property, or (ii) such time as this
                           Agreement is terminated for any reason. Closing Agent
                           concurrently shall deliver the Documents and Purchase
                           Information to Seller, and the Earnest Money to
                           Purchaser.

                  (d)      No Representation or Warranty by Seller. Except as
                           contained in this Agreement, Purchaser hereby
                           acknowledges that Seller has not made and does not
                           make any warranty or representation regarding the
                           truth, accuracy, or completeness of the Items
                           delivered under Sections 5.2(a)(i), (ii) (the "THIRD
                           PARTY DOCUMENTS") or the source(s) thereof, and that
                           Seller has not undertaken any independent
                           investigation as to the truth, accuracy, or
                           completeness of the Third Party Documents and is
                           providing the Third Party Documents solely as an
                           accommodation to Purchaser. Seller expressly
                           disclaims and Purchaser waives any and all liability
                           for representations or warranties, express or
                           implied, statements of fact, and other matters
                           contained in the Third Party Documents, or for any
                           omissions from the Third Party Documents, or in any
                           other written or oral communications transmitted or
                           made available to Purchaser.

Section 5.3       Inspection Obligations.

                  (a)      Purchaser's Responsibilities. In conducting any
                           inspections, investigations, examinations, or tests
                           of the Property, Purchaser and its agents and
                           representatives shall: (i) not materially interfere
                           with the operation and maintenance of the Property;
                           (ii) not materially damage any part of the Property
                           or any personal property; (iii) not materially injure
                           or otherwise cause bodily harm to Seller or its
                           agents, guests, invitees, contractors and employees;
                           (iv) maintain commercial general liability
                           (occurrence basis) insurance in terms and amounts
                           reasonably satisfactory to Seller covering any
                           accident arising in connection with the presence of
                           Purchaser, its agents, and its representatives on the
                           Property, and shall deliver a certificate of
                           insurance verifying such coverage (and naming

                                      -7-

<PAGE>
                           Seller as an additional insured) to Seller prior to
                           entry upon the Property; (v) promptly pay prior to
                           delinquency the costs of all tests, investigations,
                           and examinations done with regard to the Property;
                           (vi) not permit any liens to attach to the Real
                           Property by reason of the exercise of its rights
                           hereunder; (vii) fully restore the Land and the
                           Improvements to substantially the same condition in
                           which they were found before any such inspection or
                           tests were undertaken; (viii) not reveal or disclose
                           any information obtained during the Inspection Period
                           concerning the Property and the Documents to anyone
                           outside Purchaser's organization, except in
                           accordance with the confidentiality standards set
                           forth in Section 5.2(b) hereof, and (ix) deliver to
                           Seller a copy of all Purchaser's Information as
                           required under Section 5.2(c).

                  (b)      PURCHASER'S AGREEMENT TO INDEMNIFY. PURCHASER SHALL
                           INDEMNIFY, DEFEND, AND HOLD SELLER HARMLESS FROM AND
                           AGAINST ANY AND ALL LIENS, CLAIMS, CAUSES OF ACTION,
                           DAMAGES, LIABILITIES, AND EXPENSES (INCLUDING
                           REASONABLE LEGAL FEES AND EXPENSES) CAUSED BY
                           PURCHASER'S INSPECTIONS OR TESTS OR ANY VIOLATION OF
                           THE PROVISIONS OF THIS SECTION 5.3 EXCEPT AS MAY BE
                           CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF
                           SELLER, ITS EMPLOYEES, AGENTS OR INVITEES. THIS
                           INDEMNITY SHALL SURVIVE THE CLOSING OR EARLIER
                           TERMINATION OF THIS AGREEMENT FOR ONE YEAR.
                           NOTWITHSTANDING THE PRIOR SENTENCE, BUYER WILL HAVE
                           NO OBLIGATION TO INDEMNIFY SELLER NOR BE LIABLE FOR
                           ANY COST, DAMAGE LOSS OR EXPENSE OF SELLER RESULTING
                           FROM OR RELATING TO (A) A PRE-EXISTING CONDITION AT
                           THE PROPERTY OR (B) THE EXISTENCE OR CONSEQUENCES OF
                           INFORMATION OBTAINED BY BUYER AS A RESULT OF ITS
                           INVESTIGATION.

Section 5.4       Right of Termination.


                  If, during the Inspection Period, Purchaser shall, for any
                  reason, in Purchaser's sole discretion, judgment, and opinion,
                  be dissatisfied with any aspect of the Property, any item
                  examined by Purchaser pursuant to this Agreement or the credit
                  of the Tenant, Purchaser shall be entitled to terminate this
                  Agreement by giving written notice to Seller on or before the
                  Inspection Period Expiration Date (but no later than 5:00
                  p.m., Los Angeles, California time on the Inspection Period
                  Expiration Date), whereupon all of the provisions of this
                  Agreement (except Sections 5.3 and 6.4) shall terminate. Upon
                  such termination, neither Seller nor Purchaser shall have any
                  further obligation or liability to the other hereunder, except
                  as provided in Sections 5.3 and 6.4 hereof, and upon
                  Purchaser's delivery to Closing Agent of the Documents and
                  Purchaser's Information, the Closing Agent shall return (i)
                  Earnest Money to Purchaser, less

                                      -8-

<PAGE>
                  the Independent Consideration which shall be paid to Seller
                  and (ii) the Documents and the Purchase's Information to
                  Seller.

Section 5.5       Property Conveyed "AS IS".

                  (a)      DISCLAIMER OF REPRESENTATIONS AND WARRANTIES BY
                           SELLER. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO
                           THE CONTRARY, IT IS UNDERSTOOD AND AGREED THAT EXCEPT
                           AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY OF
                           THE CLOSING DOCUMENTS, SELLER HAS NOT MADE AND IS NOT
                           NOW MAKING, AND SELLER SPECIFICALLY DISCLAIMS AND
                           PURCHASER WAIVES, ANY WARRANTIES, REPRESENTATIONS, OR
                           GUARANTIES OF ANY KIND OR CHARACTER, EXPRESS OR
                           IMPLIED, ORAL OR WRITTEN, PAST, PRESENT, OR FUTURE,
                           WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT
                           LIMITED TO, WARRANTIES, REPRESENTATIONS OR GUARANTIES
                           AS TO (I) MATTERS OF TITLE (OTHER THAN SELLER'S
                           WARRANTY OF TITLE SET FORTH IN THE DEED DESCRIBED IN
                           SECTION 6.2(A)(IV) TO BE DELIVERED AT CLOSING); (II)
                           ENVIRONMENTAL MATTERS RELATING TO THE PROPERTY OR ANY
                           PORTION THEREOF; (III) GEOLOGICAL CONDITIONS,
                           INCLUDING, WITHOUT LIMITATION, SUBSIDENCE, SUBSURFACE
                           CONDITIONS, WATER TABLE, UNDERGROUND WATER
                           RESERVOIRS, LIMITATIONS REGARDING THE WITHDRAWAL OF
                           WATER AND EARTHQUAKE FAULTS AND THE RESULTING DAMAGE
                           OF PAST AND/OR FUTURE EARTHQUAKES; (IV) WHETHER AND
                           THE EXTENT TO WHICH, THE REAL PROPERTY OR ANY PORTION
                           THEREOF IS AFFECTED BY ANY STREAM (SURFACE OR
                           UNDERGROUND), BODY OF WATER, FLOOD PRONE AREA, FLOOD
                           PLAIN, FLOODWAY OR SPECIAL FLOOD HAZARD; (V)
                           DRAINAGE; (VI) SOIL CONDITIONS, INCLUDING THE
                           EXISTENCE OF INSTABILITY, PAST SOIL REPAIRS, SOIL
                           ADDITIONS OR CONDITIONS OF SOIL FILL, OR
                           SUSCEPTIBILITY TO LANDSLIDES, OR THE SUFFICIENCY OF
                           ANY UNDERSHORING; (VII) ZONING TO WHICH THE REAL
                           PROPERTY OR ANY PORTION THEREOF MAY BE SUBJECT;
                           (VIII) THE AVAILABILITY OF ANY UTILITIES TO THE
                           PROPERTY OR ANY PORTION THEREOF, INCLUDING, WITHOUT
                           LIMITATION, WATER, SEWAGE, GAS, AND ELECTRIC; (IX)
                           USAGES OF ADJOINING PROPERTY; (X) ACCESS TO THE REAL
                           PROPERTY OR ANY PORTION THEREOF; (XI) THE VALUE,
                           COMPLIANCE WITH THE PLANS AND SPECIFICATIONS, SIZE,
                           LOCATION, AGE, USE, DESIGN, QUALITY, DESCRIPTION,
                           SUITABILITY, STRUCTURAL INTEGRITY, OPERATION, TITLE
                           TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE


                                      -9-

<PAGE>
                           PROPERTY OR ANY PORTION THEREOF, OR ANY INCOME,
                           EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS, OR
                           CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY
                           OR ANY PART THEREOF; (XII) THE PRESENCE OF HAZARDOUS
                           SUBSTANCES IN (AS DEFINED IN SECTION 5.5(C)) IN ON,
                           UNDER, OR IN THE VICINITY OF THE REAL PROPERTY;
                           (XIII) THE CONDITION OR USE OF THE PROPERTY OR
                           COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST,
                           PRESENT OR FUTURE FEDERAL, STATE OR LOCAL ORDINANCES,
                           RULES, REGULATIONS, OR LAWS, BUILDING FIRE OR ZONING
                           ORDINANCES, CODES OR OTHER SIMILAR LAWS; (XIV) THE
                           EXISTENCE OR NON-EXISTENCE OF UNDERGROUND STORAGE
                           TANKS; (XV) ANY OTHER MATTER AFFECTING THE STABILITY
                           OR INTEGRITY OF THE REAL PROPERTY; (XVI) THE
                           POTENTIAL FOR FURTHER DEVELOPMENT OF THE REAL
                           PROPERTY; (XVII) THE EXISTENCE OF VESTED LAND USE,
                           ZONING, OR BUILDING ENTITLEMENTS AFFECTING THE REAL
                           PROPERTY; (XVIII) THE MERCHANTABILITY OF THE PROPERTY
                           OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE
                           (PURCHASER AFFIRMING THAT PURCHASER HAS NOT RELIED ON
                           SELLER'S SKILL OR JUDGMENT TO SELECT OR FURNISH THE
                           PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT SELLER
                           MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY
                           PARTICULAR PURPOSE); OR (XIX) TAX CONSEQUENCES
                           (INCLUDING, BUT NOT LIMITED TO, THE AMOUNT, USE, OR
                           PROVISIONS RELATING TO ANY TAX CREDITS).

                  (b)      SALE "AS IS". EXCEPT AS EXPRESSLY SET FORTH IN THIS
                           AGREEMENT OR ANY OF THE CLOSING DOCUMENTS, PURCHASER
                           HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER
                           DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR
                           WARRANTY OF SELLER OR ANY OF ITS AGENTS (EXCEPT
                           TENANT) AND ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS
                           HAVE BEEN MADE. PURCHASER REPRESENTS THAT IT IS A
                           KNOWLEDGEABLE, EXPERIENCED, AND SOPHISTICATED
                           PURCHASER OF REAL ESTATE AND THAT IT IS RELYING ON
                           (I) ITS OWN EXPERTISE AND THAT OF PURCHASER'S
                           CONSULTANTS IN PURCHASING THE PROPERTY, (II) THE
                           EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER
                           EXPRESSLY SET FORTH IN THIS AGREEMENT AND THIS
                           CLOSING DOCUMENTS AND (III) THE REPRESENTATIONS AND
                           WARRANTIES OF TENANT UNDER THE LEASE. PURCHASER WILL
                           CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE
                           PROPERTY AS PURCHASER DEEMS NECESSARY IN LIGHT OF
                           TENANT'S REPRESENTATION UNDER THE LEASE. UPON
                           CLOSING, AS BETWEEN PURCHASER AND

                                      -10-

<PAGE>
                           SELLER ONLY, PURCHASER SHALL ASSUME THE RISK THAT
                           ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO,
                           ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY
                           NOT HAVE BEEN REVEALED BY PURCHASER'S INSPECTIONS AND
                           INVESTIGATIONS AND HEREBY WAIVES ANY CLAIM (EXCEPT
                           CLAIMS ARISING FROM A BREACH OF THIS AGREEMENT)
                           PURCHASER MAY HAVE AGAINST SELLER, NOW OR IN THE
                           FUTURE, IN CONNECTION WITH ANY SUCH ADVERSE MATTERS,
                           INCLUDING, WITHOUT LIMITATION, ANY RIGHT OF
                           CONTRIBUTION. PURCHASER ACKNOWLEDGES AND AGREES THAT,
                           IF ALL PURCHASER'S CONDITIONS PRECEDENT TO CLOSING
                           HAVE BEEN SATISFIED OR WAIVED, UPON CLOSING, SELLER
                           SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER
                           SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL
                           FAULTS. PURCHASER FURTHER ACKNOWLEDGES AND AGREES
                           THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR
                           REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE
                           PROPERTY BY SELLER, OR ANY AGENT OF SELLER (EXCEPT
                           TENANT). THE TERMS AND CONDITIONS OF THIS SECTION 5.5
                           SHALL EXPRESSLY SURVIVE THE CLOSING, NOT MERGE WITH
                           THE PROVISIONS OF ANY CLOSING DOCUMENTS. SELLER IS
                           NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR
                           WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION
                           PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL
                           ESTATE BROKER, AGENT (EXCEPT TENANT), EMPLOYEE,
                           SERVANT, OR OTHER PERSON, UNLESS THE SAME ARE
                           SPECIFICALLY SET FORTH OR REFERRED TO HEREIN.
                           PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE
                           REFLECTS THE "AS IS" NATURE OF THIS SALE AND ANY
                           FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS
                           THAT MAY BE ASSOCIATED WITH THE PROPERTY. PURCHASER
                           HAS FULLY REVIEWED THE DISCLAIMERS, ASSUMPTIONS, AND
                           WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL
                           AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF.
                           PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THE
                           PROVISIONS OF THIS ARTICLE V AND IN PARTICULAR THIS
                           SECTION 5.5 ARE AN INTEGRAL PART OF THIS AGREEMENT
                           AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE
                           PROPERTY TO PURCHASER FOR THE PURCHASE PRICE WITHOUT
                           SUCH PROVISIONS. NOTHING CONTAINED IN THIS SECTION
                           5.5(b) OR ELSEWHERE IN THIS AGREEMENT SHALL REDUCE OR
                           AFFECT IN ANY WAY WHATSOEVER: (I) THE TENANT'S
                           OBLIGATIONS, DUTIES AND LIABILITIES ARISING UNDER THE
                           LEASE, AND

                                      -11-

<PAGE>
                           (II) PURCHASER'S RIGHTS AND PRIVILEGES REGARDING ANY
                           PERSON OTHER THAN SELLER.

                  (c)      Hazardous Substances Defined. For purposes hereof,
                           "HAZARDOUS SUBSTANCES" means any hazardous, toxic or
                           dangerous waste, substance or material, pollutant or
                           contaminant, as defined for purposes of the
                           Comprehensive Environmental Response, Compensation
                           and Liability Act of 1980 (42 U.S.C. Sections 9601 et
                           seq.), as amended, or the Resource Conservation and
                           Recovery Act (42 U.S.C. Sections 6901 et seq.), as
                           amended, or any other federal, state, or local law,
                           ordinance, rule, or regulation applicable to the
                           Property, or any substance which is toxic, explosive,
                           corrosive, flammable, infectious, radioactive,
                           carcinogenic, mutagenic or otherwise hazardous, or
                           any substance which contains gasoline, diesel fuel or
                           other petroleum hydrocarbons, polychlorinated
                           biphenyls (pcbs), radon gas, urea formaldehyde,
                           asbestos, lead or electromagnetic waves.

Section 5.6       Intentionally Omitted.

Section 5.7       Purchaser and Seller Represented by Counsel.


                  Purchaser and Seller hereby represents and warrants to the
                  other that: (i) it is not in a significantly disparate
                  bargaining position in relation to the other; (ii) it is
                  represented by legal counsel in connection with the
                  transaction contemplated by this Agreement; and (iii)
                  Purchaser is purchasing and Seller is selling the Property for
                  business, commercial, investment, or other similar purpose.
                  Purchaser represents and warrants to Seller that it is
                  purchasing the Property not for use as Purchaser's residence.

                                   ARTICLE VI.
                                     CLOSING

Section 6.1       Closing Date.


                  The Closing shall be held in the offices of Closing Agent, or
                  such other location as may be mutually agreed upon by Seller
                  and Purchaser, at 10:00 a.m. (Dallas, Texas time) on December
                  21, 2001, or at such other time as mutually agreed by Seller
                  and Purchaser. Notwithstanding the foregoing, Purchaser may
                  elect for the Closing to occur any business day prior to
                  December 21, 2001 by giving three days prior written notice of
                  such earlier date to Seller and Closing Agent. The date on
                  which the Closing occurs is the "Closing Date."

Section 6.2       Closing Matters.

                  (a)      Seller's Deliveries. At Closing, Seller shall
                           deliver:


                                      -12-

<PAGE>
                           (i)      possession of the Property, subject to the
                                    Permitted Exceptions;

                           (ii)     to the extent in Seller's or Seller's
                                    agent's possession or control, copies of all
                                    Permits;

                           (iii)    an executed and acknowledged special
                                    warranty deed (the "DEED") in substantially
                                    the form set forth in Exhibit B conveying
                                    the Real Property subject to the Permitted
                                    Exceptions;

                           (iv)     a bill of sale in substantially the form of
                                    Exhibit C (the "BILL OF SALE"), executed and
                                    acknowledged by Seller, conveying without
                                    warranty the Personalty;

                           (v)      an executed Assignment and Assumption of
                                    Warranties in substantially the form of
                                    Exhibit E (the "ASSIGNMENT OF WARRANTIES");

                           (vi)     a certificate of Seller respecting the
                                    non-foreign status of Seller in the form set
                                    forth in Exhibit D attached hereto;

                           (vii)    the originals of the Warranties, Service
                                    Contracts, Plans and Permits in Seller's or
                                    Seller's Agent's possession or control;

                           (viii)   an executed Lease between Purchaser and Dave
                                    & Buster I, L.P. ("TENANT") in substantially
                                    the form attached hereto as Exhibit F (the
                                    "LEASE"); and

                           (ix)     an executed guaranty of the Lease by Dave &
                                    Buster's, Inc. ("GUARANTOR") in favor of
                                    Purchaser as Landlord under the Lease, in
                                    the form attached to the Lease as Exhibit D.

                           (x)      such other documents as may be reasonably
                                    required by Closing Agent, including, but
                                    not limited to, documents evidencing the
                                    authority of Seller to consummate the sale
                                    of the Property in accordance with this
                                    Agreement and designating those persons
                                    authorized to execute and deliver all
                                    necessary documents at Closing.

         (b)      Purchaser's Deliveries. At Closing, Purchaser shall deliver:

                           (i)      the remaining funds for the Purchase Price
                                    to the Closing Agent, sent by wire transfer
                                    of immediately available federal funds to
                                    the account designated by Closing Agent;


                                      -13-

<PAGE>
                           (ii)     the Note, duly executed by Purchaser;

                           (iii)    the Assignment of Warranties, duly executed
                                    and acknowledged by Purchaser;

                           (iv)     the Lease, duly executed and acknowledged by
                                    Purchaser; and

                           (v)      such other documents as may be reasonably
                                    required by Seller or Closing Agent,
                                    including, but not limited to, documents
                                    evidencing the authority of Purchaser to
                                    consummate the purchase of the Property in
                                    accordance with this Agreement and
                                    designating those persons authorized to
                                    execute and deliver all necessary documents
                                    at Closing.

                  (c)      Intentionally Omitted.

                  (d)      Preparation of Documents. All of the documents that
                           are not attached hereto as exhibits to be executed at
                           Closing shall be in form prepared to the reasonable
                           satisfaction of Seller and Purchaser.

Section 6.3       Closing Costs.


                  Except as otherwise provided in Section 7.3, each party shall
                  be responsible for the payment of its own attorneys' fees
                  incurred in connection with the transaction that is the
                  subject of this Agreement. Any escrow fee charged by the Title
                  Company shall be paid equally by Purchaser and Seller. Any
                  transfer or documentary stamp tax, or similar charge (the
                  "TRANSFER TAXES"), shall be paid by Seller at Closing.
                  Purchaser shall pay all premiums associated with extended
                  coverage or any endorsements or modifications to the Title
                  Policy, the costs of any updated Survey, and costs of any
                  inspections or tests Purchaser authorizes or conducts.

Section 6.4       Real Estate Commission.


                  Seller agrees to pay, at Closing, to LMT Investment Company
                  and Staubach Retail Services, Inc. (collectively, the
                  "BROKERS"), a real estate commission in accordance with
                  separate written contracts, but only in the event of a Closing
                  in strict accordance with this Agreement. The payment of the
                  aforementioned commission to the Brokers by Seller shall fully
                  satisfy any obligations of Seller for the payment of any real
                  estate commission hereunder or in connection herewith. Seller
                  and Purchaser each represent and warrant to the other that no
                  real estate brokerage commission is payable to any person or
                  entity in connection with the transaction contemplated hereby
                  (other than as described above in this Section 6.4), and each
                  agrees to and does hereby indemnify and hold the other
                  harmless

                                      -14-

<PAGE>
                  against the payment of any commission to any person or entity
                  (other than as described above in this Section 6.4) claiming
                  by, through or under Seller or Purchaser, as applicable. This
                  indemnification shall extend to any and all claims,
                  liabilities, costs, and expenses (including reasonable
                  attorneys' fees and litigation costs) arising as a result of
                  such claims and shall survive the Closing.

Section  6.5      Conditions Precedent to Seller's Obligations. Seller's
                  obligation to consummate Closing hereunder is expressly
                  conditioned on the satisfaction, at or before the Closing Date
                  or such earlier date as is specified below, of each of the
                  following conditions (any one or more of which may be waived,
                  in whole or in part by Seller, at Seller's option):

                  (a)      All of the representations and warranties of
                           Purchaser contained in this Contract shall have been
                           true and correct when made and shall be true and
                           correct on the Closing Date with the same effect as
                           if made on and as of such date.

                  (b)      Purchaser shall have performed, observed and complied
                           with all covenants, agreements and conditions
                           required by this Contract to be performed, observed
                           and complied with on its part prior to or as of the
                           Closing.

Section 6.6       Conditions Precedent to Purchaser's Obligations. Purchaser's
                  obligations hereunder (including, without limitation, its
                  obligation to purchase and accept the Property) are expressly
                  conditioned on the satisfaction, at or before the Closing Date
                  or such earlier date as is specified below, of each of the
                  following conditions (any one or more of which may be waived,
                  in whole or in part, by Purchaser at Purchaser's option):

                  (a)      All of the representations and warranties of Seller
                           contained in this Contract shall have been true and
                           correct when made and shall be true and correct on
                           the Closing Date with the same effect as if made on
                           and as of such date (in both cases, without regard to
                           any "knowledge" qualifications).

                  (b)      Seller shall have performed, observed and complied
                           with all covenants, agreements and conditions
                           required by this Contract to be performed, observed
                           and complied with on its part prior to or as of the
                           Closing hereof.

                  (c)      The physical condition of the Property shall be
                           substantially the same on the Closing Date as on the
                           Effective Date.

                  (d)      Purchaser shall have obtained a satisfactory Title
                           Policy in accordance with Section 4.1(a).


                                      -15-

<PAGE>
                  (e)      The Lease and the Guaranty are both in full force and
                           effect.

                  (f)      As of Closing, no proceedings shall be pending or
                           threatened which could or would (i) involve the
                           change, redesignation, redefinition or other
                           modification of the zoning classification of (or any
                           zoning, building or environmental code requirements
                           applicable to) the Property, or any portion thereof,
                           or (ii) otherwise materially adversely affect the
                           Property.

                                  ARTICLE VII.
                                    REMEDIES

Section 7.1       Seller's Remedies.


                  Other than the matters provided in Sections 5.3 and 6.4
                  hereof, in the event Purchaser materially breaches this
                  Agreement, Seller, as its sole and exclusive remedy at law in
                  equity or otherwise, shall be entitled to terminate this
                  Agreement and recover the Earnest Money as liquidated damages
                  and not as penalty, in full and complete satisfaction of any
                  and all claims against Purchaser arising in any manner
                  whatsoever from this Agreement or the transaction contemplated
                  in this Agreement. Seller and Purchaser agree that the
                  Seller's damages resulting from Purchaser's default are
                  difficult, if not impossible, to determine and the Earnest
                  Money is a fair and reasonable estimate of those damages which
                  has been agreed to in an effort to cause the amount of said
                  damages to be certain.

Section 7.2       Purchaser's Remedies.


                  Other than matters provided in Sections 6.4 or 8.4, in the
                  event Seller materially breaches this Agreement, Purchaser may
                  elect, as its sole remedies, to (a) terminate this Agreement
                  by giving Seller timely written notice of such election prior
                  to or at Closing or (b) enforce specific performance of the
                  obligations of Seller. In the event of a material breach of
                  representation or warranty by Seller discovered by Purchaser
                  after Closing, Purchaser's remedies are those described in
                  Section 8.4.

Section 7.3       Attorneys' Fees.


                  In the event either party hereto is required to employ an
                  attorney in connection with claims by one party against the
                  other arising from the operation of this Agreement, the
                  non-prevailing party shall pay the prevailing party all
                  reasonable fees and expenses, including attorneys' fees,
                  incurred in connection with such transaction.


                                      -16-

<PAGE>
Section 7.4       Disposition of Earnest Money.


                  In the event of a termination of this Agreement by either
                  Seller or Purchaser, Closing Agent is authorized to deliver
                  the Earnest Money to the party hereto entitled to same
                  pursuant to the terms hereof on or before the fifth (5th) day
                  following receipt by the Closing Agent and non-terminating
                  party of written notice of such termination from the
                  terminating party, unless the other party hereto notifies the
                  Closing Agent that it disputes the right of the other party to
                  receive the Earnest Money. In such event, the Closing Agent
                  shall interplead the Earnest Money into a court of competent
                  jurisdiction in Atlanta, Georgia. All attorneys' fees and
                  costs and Closing Agent's costs and expenses incurred in
                  connection with such interpleader shall be assessed against
                  the party that is not awarded the Earnest Money or if the
                  Earnest Money is distributed in part to both parties, then in
                  proportion of such distribution. Notwithstanding the
                  foregoing, in the event this Agreement is terminated and
                  Purchaser is entitled to receive the Earnest Money, Closing
                  Agent is not authorized to deliver the Earnest Money to
                  Purchaser unless and until Purchaser has delivered to Closing
                  Agent the Documents and the Purchaser's Information.

                                 ARTICLE VIII.
                   REPRESENTATIONS, WARRANTIES, AND COVENANTS

Section 8.1       Purchaser's Representations and Warranties.

                  (a)      Authority of Purchaser. Purchaser represents and
                           warrants that Purchaser has full right, power, and
                           authority to enter into this Agreement and, at
                           Closing, will have full right, power and authority to
                           consummate the sale provided for herein.

                  (b)      No Bankruptcy or Receivership. That at no time on or
                           before the Closing Date, shall any of the following
                           have occurred with respect to Purchaser, and if
                           Purchaser is a partnership, to any general partners
                           of Purchaser: (i) the commencement of a case under
                           Title 11 of the United States Code, as now
                           constituted or hereafter amended, or under any other
                           applicable federal or state bankruptcy law or other
                           similar law; (ii) the appointment of a trustee or
                           receiver of any property interest; (iii) an
                           assignment for the benefit of creditors; (iv) an
                           attachment, execution or other judicial seizure of a
                           substantial property interest; (v) the taking of,
                           failure to take, or submission to any action
                           indicating an inability to meet its financial
                           obligations as they accrue; or (vi) a dissolution or
                           liquidation, death or incapacity.

Section 8.2       Seller's Representations and Warranties.

                  (a)      Seller is the fee simple owner of the Real Property
                           and has full power to own, occupy and transfer the
                           Property.


                                      -17-

<PAGE>
                  (b)      Seller is a Missouri corporation duly organized
                           validly existing and in good standing, and Seller is
                           qualified to do business in all states in which
                           qualification is necessary to conduct its business,
                           and has the power and authority to execute and
                           deliver this Agreement and conclude the transactions
                           contemplated therein.

                  (c)      The execution nor the delivery of this Agreement and
                           the other documents called for hereunder nor the
                           consummation of the transactions contemplated hereby
                           or thereby, or compliance with the terms hereof or
                           thereof by Seller, will not (a) violate any laws or
                           conflict with or result in a material breach of the
                           terms of or constitute a default under the
                           organizational documents of Seller or under any
                           contract, judgment, or other restriction of any kind
                           to which Seller is a party or by which Seller or the
                           Property is bound, (b) require any approval, consent,
                           authorization of, or other order or action of, or
                           filing with, any court, governmental authority or
                           regulatory body, or any other person or entity, (c)
                           give any party with rights under any contract,
                           judgment or other restriction to which Seller is a
                           party, or by which Seller or the Property is bound,
                           the right to terminate, modify or otherwise change
                           the rights or obligations of Seller under such
                           contract, judgment or other restriction, or (d)
                           result in liens or rights of third parties regarding
                           the Property. This Agreement and any other agreements
                           and instruments required to be delivered under this
                           Agreement by Seller, when executed and delivered by
                           Seller and Purchaser, will constitute valid and
                           binding obligations of Seller and will be enforceable
                           in accordance with their respective terms, except as
                           enforceability may be limited by bankruptcy,
                           insolvency, reorganization, moratorium, or other laws
                           affecting creditor's rights generally or by general
                           principles of equity.

                  (d)      There is no pending or, to the knowledge of Seller,
                           threatened condemnation or similar proceeding or
                           special assessment (inclusive of assessments for
                           street widening, repair, or improvement), or change
                           in zoning affecting the Property.

                  (e)      Seller has received no written notice concerning the
                           Property from any Governmental Authority (as defined
                           below in this Section 8.2) about a violation (or
                           alleged violation, or of matters which with the
                           passage of time or giving of notice, or both, would
                           become violations) of any federal, state, county, or
                           city statute, ordinance, code, rule, or regulation or
                           stating that any investigation has commenced or is
                           contemplated regarding any violation.

                  (f)      There is no pending or, to Seller's knowledge,
                           threatened material litigation or administrative
                           proceeding affecting the Property.


                                      -18-

<PAGE>
                  (g)      There are no attachments, executions, assignments for
                           the benefit of creditors, or voluntary or involuntary
                           proceedings in bankruptcy or under other debtor
                           relief laws contemplated by, pending, or threatened
                           against Seller.

                  (h)      All necessary certificates of occupancy, licenses,
                           permits, authorizations, consents, and approvals
                           required by all governmental or quasi-governmental
                           authorities having jurisdiction, and the requisite
                           certificates of the local Board of Fire Underwriters
                           (or other body exercising similar functions) have
                           been issued for the Improvements, have been paid for
                           in full, and are in full force and effect.

                  (i)      Seller has not received any notices from any
                           insurance company or board of underwriters of any
                           defects or inadequacies in the Property or any part
                           thereof which would adversely affect the insurability
                           of the Property or increase the premiums for the
                           insurance on the Property.

                  (j)      The Improvements and Personalty at Closing will be
                           owned by Seller free and clear of any conditional
                           bills of sale, chattel mortgages, security agreements
                           or financing statements or other liens or security
                           interests of any kind.

                  (k)      To Seller's knowledge, no default or breach exists
                           under any of the covenants, conditions, restrictions,
                           rights-of-way or easements, if any, affecting all or
                           any portion of the Property which are to be performed
                           or complied with by the owner of the Property.

                  (l)      No work has been performed or is in progress at, and
                           no materials have been furnished to, the Property
                           which, though not presently the subject of, might
                           give rise to, mechanics', materialmen's or other
                           liens against the Property or any portion thereof. If
                           any lien for such work is filed before or after
                           Closing hereunder, Seller shall promptly discharge
                           the same.

                  (m)      Seller has duly filed with the proper authorities all
                           federal, state and local tax returns and reports
                           relating to the Real Property required by law or
                           regulation to be filed. The Property has been
                           rendered and valued for ad valorem and similar taxes
                           and assessments as fully improved.

                  (n)      There are no adverse or other parties in possession
                           of the Property, or any part thereof, except Seller,
                           nor has any party been granted any license, lease, or
                           other right relating to the use or possession of the
                           Property, or any part thereof, except the Permitted
                           Encumbrances.


                                      -19-

<PAGE>
                  (o)      To Seller's knowledge, there are no threatened or
                           endangered species or their habitat on the Property.

                  (p)      Seller warrants that it has not received notice of
                           any environmental hazards or conditions that affect
                           the Property, and that it has not received notice
                           that there are any Hazardous Substances on the
                           Property.

                  (q)      Seller has not used the Property for the storage or
                           disposal of Hazardous Substances and has not received
                           notice that the Property was ever used for those
                           purposes.

                  (r)      Seller is not a "foreign person" within the meaning
                           of Section 1445(f)(3) of the Code.

                  (s)      No party has a right of first refusal or option or
                           similar right to purchase all or any part of the
                           Property.

                  (t)      The Documents are true, correct and complete copies
                           of what each purports to be. The Documents are all
                           the material documents, studies, reports, surveys,
                           maps and other materials regarding the Property in
                           Seller's or Seller's agents' possession or control.


                  The term "GOVERNMENTAL AUTHORITY" means the United States of
                  America, the state, county, and city where the Property is
                  located, and any other political subdivision in which the
                  Property is located or which exercises jurisdiction over the
                  Property, and any agency, department, commission, board,
                  bureau, property owners association, utility district, flood
                  control district, improvement district, or similar district,
                  or other instrumentality of any of them.

Section  8.3      Seller's Covenants. Seller hereby covenants and agrees with
                  Purchaser as follows:

                  (a)      At all time from the Effective Date until the Closing
                           Date, Seller shall maintain (or cause to be
                           maintained, in accordance with the terms of the
                           Lease) in force, fire and extended coverage insurance
                           upon the Real Property for not less than the full
                           replacement value of the Real Property, and
                           commercial general liability insurance with respect
                           to injury or death to persons and damage to property
                           in an amount not less than $1,000,000; and

                  (b)      Prior to the Closing, Seller shall maintain the
                           Improvements in their present condition and repair,
                           except for normal wear and tear and any casualty or
                           condemnation, and Seller shall not remove any
                           fixtures,

                                      -20-

<PAGE>
                           equipment, furnishings and other personalty from the
                           Improvements without replacing them with new items of
                           like or greater value.

                  (c)      Seller shall not negotiate, execute or commit to
                           enter into (i) any tenant lease; or (ii) any
                           modification, amendment restatement or renewal of any
                           of the leases, without Purchaser's prior written
                           consent in each instance.

                  (d)      Seller shall not enter into any third party contract
                           with respect to the Property which will survive the
                           Closing.

                  (e)      Pending Closing, Seller shall operate and manage the
                           Property in a normal businesslike manner, and shall
                           perform when due, all of Seller's obligations under
                           all third party contracts, insurance policies,
                           governmental approvals and any other agreements
                           relating to the Property and otherwise in accordance
                           with applicable laws, ordinances, rules and
                           regulations affecting the Property.

                  (f)      Seller has paid or will pay in full, prior to
                           Closing, all bills and invoices for labor, goods,
                           materials and services of any kind with respect to
                           the Property and utility charges relating to the
                           period prior to Closing.

                  (g)      All action required pursuant to this Contract which
                           is necessary to effectuate the transactions
                           contemplated herein will be taken promptly and in
                           good faith by Seller, and Seller shall furnish
                           Purchaser with such documents or further assurances
                           as Purchaser may reasonably require.

                  (h)      After the date hereof and prior to Closing, no part
                           of the Property, nor any interest therein, will be
                           alienated, liened, encumbered or otherwise
                           transferred.

                  (i)      Seller shall promptly notify Purchaser of any change
                           in any condition with respect to the Property or of
                           any event or circumstance which makes any
                           representation or warranty of Seller to Purchaser
                           under this Contract untrue or misleading in any
                           material respect, it being understood that Seller's
                           obligation to provide notice to Purchaser under this
                           Section 8.3 shall in no way relieve Seller of any
                           liability for a breach by Seller of any of its
                           representations, warranties or covenants under this
                           Contract.

Section 8.4       Survival of Representations and Warranties.


                  Except as otherwise expressly set forth herein, the
                  representations and warranties set forth in Section 8.2 shall
                  be continuing and shall be true and correct on and as of the
                  Closing Date with the same force and effect as if made at that
                  time, and such representations and

                                      -21-

<PAGE>
                  warranties shall survive the Closing for a period of two
                  years.

Section 8.5       Knowledge Standard.


                  For purposes of this Agreement, wherever the terms "SELLER'S
                  KNOWLEDGE" or "TO THE BEST OF SELLER'S KNOWLEDGE" is used, it
                  shall be limited to the actual knowledge (being the current,
                  conscious awareness of facts or other information) of John
                  Davis or Bryan Spain (collectively, "SELLER'S
                  REPRESENTATIVES"). Seller represents and warrants to Purchaser
                  that Seller's Representatives have made a reasonable inquiry
                  of other employees and agents of Seller and are the most
                  knowledgeable persons regarding the Property and Seller's
                  operation thereof. The Seller's Representatives are acting for
                  and on behalf and in their capacities as officers of Seller or
                  one or more of Seller's affiliates and are in no manner
                  expressly or impliedly making any of these representations in
                  their individual capacity and Purchaser waives any right to
                  sue or seek any judgment or claim against the Seller's
                  Representatives. The term "TO SELLER'S KNOWLEDGE" or "TO THE
                  BEST OF SELLER'S KNOWLEDGE" shall not include knowledge
                  imputed to the Seller from any other person.

                                  ARTICLE IX.
                                  CONDEMNATION

Section 9.1       Condemnation.


                  If, prior to Closing, any governmental authority or other
                  entity having condemnation authority shall institute an
                  eminent domain proceeding or take any steps preliminary
                  thereto (including the giving of any direct or indirect notice
                  of intent to institute such proceedings) with regard to a
                  Material Portion (as hereinafter defined) of the Real
                  Property, and the same is not dismissed on or before ten (10)
                  days prior to Closing, Purchaser shall be entitled to
                  terminate this Agreement by giving written notice to Seller on
                  or before the earlier to occur of (a) ten (10) days following
                  notice by Seller to Purchaser of such condemnation, or (b) the
                  Closing Date. In the event Purchaser does not terminate this
                  Agreement pursuant to the preceding sentence, Purchaser shall
                  be conclusively deemed to have elected to close the
                  acquisition of the Property subject to such condemnation,
                  without any reduction in Purchase Price, and waives any right
                  to terminate this Agreement as a result thereof. For purposes
                  of this Section 9.1, a "MATERIAL PORTION" shall mean that
                  portion of the Real Property which, if taken or condemned,
                  would reduce the value of the Property by not less than
                  $50,000.00. Notwithstanding anything to the contrary herein,
                  if any eminent domain proceeding is instituted (or notice of
                  which is given) solely for the taking of any subsurface rights
                  for utility easements or for any right-of-way easement, and
                  the surface may, after such taking, be used in substantially
                  the same manner as though such rights had not been taken,
                  Purchaser shall not be entitled to terminate this Agreement as
                  to any part of the Real Property, but any award

                                      -22-

<PAGE>
                  resulting therefrom shall be the exclusive property of
                  Purchaser upon Closing. In the event Purchaser elects to
                  terminate this Agreement under this Section 9.1, the Earnest
                  Money (less the Independent Consideration) shall be returned
                  to Purchaser upon Closing Agent's receipt of the Documents and
                  Purchaser's Information in accordance with Section 5.4, and
                  neither party to this Agreement shall thereafter have any
                  further rights or obligations hereunder except as otherwise
                  provided in Sections 5.3 and 6.4 hereof. If Purchaser waives
                  (or is deemed to have waived) the right to terminate this
                  Agreement as a result of such a condemnation, despite such
                  condemnation, Seller and Purchaser shall close this Agreement
                  in accordance with the terms hereof with no reduction in the
                  Purchase Price, and Seller shall assign to Purchaser at
                  Closing all of Seller's right, title and interest in and to
                  all proceeds resulting or to result from said condemnation and
                  Seller will execute and deliver to Purchaser at Closing, or
                  thereafter on demand, all proper instruments for the
                  assignment to and collection by Purchaser of any such award.

                                   ARTICLE X.
                                  RISK OF LOSS

Section 10.1      Risk of Loss.


                  Until Closing, Seller alone shall bear the risk of loss should
                  there be damage to any of the Improvements by fire or other
                  casualty (collectively, "CASUALTY"). If, prior to the Closing,
                  any of the Improvements shall be damaged by a Casualty, Seller
                  shall take all action necessary to preserve and protect the
                  Improvements from further loss or damage, and Seller shall
                  deliver to Purchaser within one (1) business day of such
                  Casualty written notice ("CASUALTY LOSS Notice") of such
                  Casualty.

Section 10.2      Loss.


                  If the cost of restoring the Improvements to their condition
                  prior to the Casualty, in full compliance with all applicable
                  building and zoning laws, ordinances and regulations, will
                  exceed $100,000 whether or not such damage is covered by
                  insurance, Purchaser (but not Seller) may either (a) terminate
                  this Contract by delivering written notice to Seller prior to
                  the Closing or (b) waive its right of termination and proceed
                  to close this transaction in accordance with the terms hereof
                  without reduction to the Purchase Price and Seller shall
                  deliver to Purchaser an amount equal to the deductible and
                  assign to Purchaser all of its rights in the resulting
                  casualty insurance proceeds and a pro rata share of the rental
                  or business loss proceeds, if any, from the insurance
                  coverage. In which the event (A) Purchaser may notify all
                  appropriate insurance companies of its interest in the
                  insurance proceeds, and (B) all casualty insurance proceeds
                  payable as a result of the loss (subject to the limitation
                  herein described) and Purchaser's pro rata share of any rental
                  or business loss proceeds shall be assigned to Purchaser at
                  Closing.



                                      -23-

<PAGE>
                                   ARTICLE XI.
                                  MISCELLANEOUS

Section 11.1      Entire Agreement.


                  This Agreement contains the entire agreement of the parties
                  hereto. There are no other agreements, oral or written, and
                  this Agreement can be amended only by written agreement signed
                  by the parties hereto, and by reference, made a part hereof.

Section 11.2      Agreement Binding on Parties; Assignment.


                  This Agreement, and the terms, covenants, and conditions
                  herein contained, shall inure to the benefit of and be binding
                  upon the heirs, personal representatives, successors, and
                  assigns of each of the parties hereto. Purchaser may assign
                  its rights under this Agreement only upon the following
                  conditions: (i) the assignee of Purchaser must be an affiliate
                  (as that term is defined in the rules and regulations
                  promulgated by the Securities and Exchange Commission under
                  the Securities Act of 1933, as amended) of Purchaser, (ii) all
                  of the Earnest Money must have been delivered in accordance
                  with Section 2.2, (iii) Purchaser shall remain primarily
                  liable for the performance of Purchaser's obligations, and
                  (iv) a copy of the fully executed written assignment and
                  assumption agreement along with the taxpayer identification
                  number of the proposed assignee, shall be delivered to Seller
                  at least two (2) days prior to Closing. No transfer or
                  assignment in violation of this Section 11.2 is valid or
                  enforceable.

Section 11.3      Effective Date.


                  The Effective Date of this Agreement shall be the date on
                  which the Closing Agent acknowledges its receipt of a copy of
                  this Agreement executed by both Seller and Purchaser and
                  receipt of the Earnest Money. The execution hereof by Seller
                  shall constitute an offer by Seller to Purchaser to sell the
                  Property on the terms and conditions herein stated.

Section 11.4      Notice.


                  All notices, requests, approvals, consents, and other
                  communications required or permitted under this Agreement
                  ("NOTICES") must be in writing and are effective:

                  (a)      on the business day sent if (i) sent by telecopier
                           prior to 5:00 p.m. Los Angeles, California time, (ii)
                           the sending telecopier generates a written
                           confirmation of sending, and (iii) a confirming copy
                           is sent on the same business day by one of the other
                           methods specified below.


                                      -24-

<PAGE>
                  (b)      on the next business day after delivery, on a
                           business day, to a nationally recognized overnight
                           courier service for prepaid overnight delivery.

                  (c)      3 days after being deposited in the United States
                           mail, certified, return receipt requested, postage
                           prepaid, or

                  (d)      upon receipt if delivered by any method other than
                           the methods specified above.


                  All Notices must be sent to the address for each party
                  specified below or to any other address any party specifies by
                  ten (10) days' prior notice to the other party.

                  Seller:                   D & B Realty Holding, Inc.
                                            2481 Manana Drive
                                            Dallas, Texas 75220
                                            Attn: John Davis, Esq.
                                            Fax: (214) 357-1536
                                            Email: john_davis@daveandbusters.com

                  with a copy               Kane, Russell, Coleman & Logan, P.C.
                  to:                       3700 Thanksgiving Tower
                                            1601 Elm Street
                                            Dallas, Texas 75201
                                            Attn: Scott A. Dyche
                                            Fax: (214) 777-4299
                                            Email: sdyche@krcl.com

                  and to:                   Staubach Retail Services, Inc.
                                            15601 Dallas Parkway
                                            Suite 400
                                            Addison, Texas  75001
                                            Attn: Mike Holsomback
                                            Fax: (972) 361-5909
                                            Email: holsomback@staubach.com

                  Purchaser:                c/o Elysee Management Group, Inc.
                                            27520 Hawthorne Boulevard, Suite 235
                                            Rolling Hills, California  90274
                                            Attn:  Wayne Kao
                                            Facsimile: 310-275-8914

                  with a copy               Irell & Manella LLP
                                            1800 Avenue of the Stars
                                            Los Angeles, California  90067
                                            Attn:  Mark Wiesenthal
                                            Fax: (310) 203-7199

                                      -25-

<PAGE>
                                            Email: mwiesenthal@irell.com

                  Closing Agent/            Hexter-Fair Title Company
                  Title Company:            8333 Douglas Avenue
                                            Suite 130
                                            Dallas, Texas 75225
                                            Attn:  Carol Erick
                                            Fax: (214) 987-3351
                                            Email: caerick@hexter-fair.com

Section 11.5      Time of the Essence.


                  Time is of the essence in all things pertaining to the
                  performance of this Agreement.

Section 11.6      Place of Performance.


                  This Agreement is made and shall be performable in Atlanta,
                  Georgia, and shall be construed in accordance with the laws of
                  the State of Georgia, without regard to principles of
                  conflicts of law.

Section 11.7      Currency.


                  All dollar amounts are expressed in United States currency.

Section 11.8      Section Headings.


                  The section headings contained in this Agreement are for
                  convenience only and shall in no way enlarge or limit the
                  scope or meaning of the various and several sections hereof.

Section 11.9      Obligations.


                  To the extent necessary to carry out the terms and provisions
                  hereof, and unless otherwise specifically provided elsewhere
                  herein, the terms, conditions, obligations and rights set
                  forth herein shall not be deemed terminated at the time of
                  Closing, nor will they merge into the various documents
                  executed and delivered at the time of Closing.

Section 11.10     Business Days.


                  In the event that any date or any period provided for in this
                  Agreement shall end on a Saturday, Sunday, or legal holiday in
                  the state defined in Section 11.6 hereof,

                                      -26-

<PAGE>
                  the applicable date or period shall be extended to the first
                  business day following such Saturday, Sunday, or legal
                  holiday.

Section 11.11     No Recordation.


                  Without the prior written consent of Seller, there shall be no
                  recordation of either this Agreement or any memorandum hereof,
                  or any affidavit pertaining hereto and any such recordation of
                  this Agreement or memorandum hereto by Purchaser without the
                  prior written consent of Seller shall constitute a default
                  hereunder by Purchaser, whereupon this Agreement shall, at the
                  option of Seller, terminate and be of no further force and
                  effect. Upon termination, all Earnest Money shall be
                  immediately delivered to Seller, whereupon the parties shall
                  have no further duties or obligations one to the other except
                  as provided in Sections 5.3 and 6.4.

Section 11.12     Multiple Counterparts.


                  This Agreement may be executed in multiple counterparts, each
                  of which is to be deemed an original for all purposes. This
                  Agreement may be executed by facsimile signature.

Section 11.13     Severability.


                  If any provision of this Agreement or application to any party
                  or circumstance shall be determined by any court of competent
                  jurisdiction to be invalid and unenforceable to any extent,
                  the remainder of this Agreement or the application of such
                  provision to such person or circumstances, other than those as
                  to which it is so determined invalid or unenforceable, shall
                  not be affected thereby, and each provision hereof shall be
                  valid and shall be enforced to the fullest extent permitted by
                  law.

Section 11.14     Taxpayer ID.


                  Purchaser's Taxpayer ID Number is 93-1218516.

Section 11.15     Section 1031 Exchange.


                  Purchaser may elect, upon notice to Seller given prior to the
                  Closing Date, to exchange the fee title in the Property for
                  other property of like kind and qualifying use within the
                  meaning of Section 1031 of the Internal Revenue Code of 1986,
                  as amended, and the Regulations promulgated thereunder (the
                  "1031 EXCHANGE TRANSACTION"). In order to facilitate the 1031
                  Exchange Transaction, Purchaser may retain the services of a
                  Qualified Intermediary within the meaning of Treas. Reg.
                  1.1031(k)-1(g)(4), which shall provide services to Purchaser
                  in connection

                                      -27-

<PAGE>
                  with Purchaser's 1031 Exchange Transaction. Purchaser
                  expressly reserves the right to assign its rights under this
                  Agreement to a Qualified Intermediary on or before the Closing
                  Date. However, this assignment in no way relieves Purchaser of
                  any obligations or duties under this Agreement. By executing
                  this Agreement, Seller agrees to cooperate with Purchaser and
                  the Qualified Intermediary, at no additional cost to Seller,
                  to effect the 1031 Exchange Transaction and to execute and
                  deliver any and all documents which reasonably may be required
                  to effect the 1031 Exchange Transaction.

Section 11.16     No Assumption of Seller's Liabilities.


                  Purchaser is acquiring only the Property from Seller and is
                  not the successor of Seller. Purchaser does not assume or
                  agree to pay, or indemnify Seller or any person or entity
                  against any liability, obligation or expense of Seller or
                  relating to the Property.

                                        SELLER:

                                        D & B REALTY HOLDING, INC.,
                                        a Missouri corporation


DATE:     December 17, 2001             By:      /s/ David O. Corriveau
                                              --------------------------------
                                        Name:    David O. Corriveau
                                              --------------------------------
                                        Title:   President
                                              --------------------------------


                                      -28-

<PAGE>
                                         PURCHASER:

                                         LANDFAIR, LLC,
                                         a California limited liability company


DATE:               , 2001                By:     /s/ Wayne Kao
                                              --------------------------------
                                          Name:    Wayne Kao
                                              --------------------------------
                                          Title:   President
                                              --------------------------------


                                      -29-

<PAGE>
                            JOINDER BY CLOSING AGENT


         Hexter-Fair Title Company, referred to in this Agreement as the Closing
Agent hereby acknowledges that it received this Agreement executed by Seller and
Purchaser and the Earnest Money on the 17th day of December 2001 (the "EFFECTIVE
DATE"), and accepts the obligations of the of the Closing Agent as set forth
herein. The Closing Agent hereby agrees to hold and distribute the Earnest Money
in accordance with the terms and provisions of this Agreement.

                                     HEXTER-FAIR TITLE COMPANY


                                     By:      /s/ Polly L. Johnson
                                              --------------------------------
                                     Name:    Vice President - Polly L. Johnson
                                              --------------------------------
                                     Title:
                                              --------------------------------


                                      -30-

<PAGE>
                                    EXHIBIT A

                            LEGAL DESCRIPTION OF LAND


                                  [TO BE ADDED]


                                      -31-

<PAGE>
                                    EXHIBIT B

                              LIMITED WARRANTY DEED


STATE OF GEORGIA                                     PREPARED BY AND RETURN TO:
                                                          MARK WIESENTHAL, ESQ.
COUNTY OF COBB                                              IRELL & MANELLA LLP
                                            1800 AVENUE OF THE STARS, SUITE 900
                                                 LOS ANGELES, CALIFORNIA  90067


                              LIMITED WARRANTY DEED

         THIS DEED made this ________ day of ___________, 199__, between
___________________________________________, ("Grantor") of the State of
___________ and ____________________________________ ("Grantee") of the State of
____________, (the terms Grantor and Grantee to include their respective heirs,
successors and assigns, where the context hereof requires or permits).

         WITNESSETH THAT: Grantor, for and in consideration of the sum of ten
and no/100ths Dollars ($10.00) and other good and valuable consideration, in
hand paid at and before the sealing and delivery of these presents, the receipt,
adequacy and sufficiency of which being hereby acknowledged by Grantor, has
granted, bargained, sold and conveyed, and by these presents does hereby grant,
bargain, sell and convey unto Grantee, the following described real property, to
wit:

         ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT _____ OF
         THE ______ DISTRICT, COBB COUNTY, GEORGIA, AND BEING MORE PARTICULARLY
         DESCRIBED ON THE ATTACHED EXHIBIT "A", WHICH BY REFERENCE IS
         INCORPORATED HEREIN IN ITS ENTIRETY.

         TO HAVE AND TO HOLD the above described tract or parcel of land,
together with all and singular the rights, members and appurtenances thereof, to
the same being, belonging, or in anywise appertaining, to the only proper use,
benefit and behoof of Grantee, forever, in FEE SIMPLE.

         AND, SUBJECT TO the title matters, if any, expressly set forth
hereinabove, Grantor will warrant and forever defend the right and title to the
above-described tract or parcel of land unto the Grantee against the claims of
any and all persons claiming by, through or under Grantor.


                                      -32-

<PAGE>
         IN WITNESS WHEREOF, Grantor has signed and sealed this Deed the day and
year first above written.

SIGNED, SEALED, AND DELIVERED
IN THE PRESENCE OF:
                                           BY:                           (SEAL)
                                               --------------------------
-------------------------
UNOFFICIAL WITNESS

-------------------------
NOTARY PUBLIC


MY COMMISSION EXPIRES:

--------------------------



                                      -33-

<PAGE>
                                   EXHIBIT "A"


                                LEGAL DESCRIPTION


                                      -34-

<PAGE>
                                   EXHIBIT "B"

                             PERMITTED ENCUMBRANCES


                                      -35-

<PAGE>
                                    EXHIBIT C


                           BILL OF SALE AND ASSIGNMENT


         This BILL OF SALE AND ASSIGNMENT (this "AGREEMENT") is made and entered
into effective as of the day of _____________ 2001 (the "EFFECTIVE DATE"), by
and between D & B REALTY HOLDING, INC., a Missouri corporation ("ASSIGNOR"), as
assignor, for the benefit of LANDFAIR, LLC, a California limited liability
company ("ASSIGNEE"), as assignee.


                             PRELIMINARY STATEMENTS


         The following statements are a material part of this Agreement:


         A. Concurrently herewith, Assignor is transferring and conveying to
Assignee, by Special Warranty Deed, all of Assignor's interest in and to the
land described on EXHIBIT "A" (the "LAND") attached to this Agreement and
incorporated in this Agreement by reference, together with all improvements
thereon and other property more particularly described therein (collectively,
the "PROPERTY").


         B. Assignor desires to assign to Assignee all of Assignor's interest,
if any, in and to all equipment, machinery, and personal property used on or in
connection with the operation and/or maintenance of the Property; and all of
Assignor's interest, if any, in and to other items of personal property, both
tangible and intangible, affixed or attached to, or in connection with the use,
enjoyment, occupancy and operation of the Property, except those owned by
others, but including the property described below (all of the foregoing
properties and assets being herein collectively called the "ASSIGNED
PROPERTIES").


                                   AGREEMENTS:


         NOW THEREFORE, in consideration of Ten and No/100 Dollars ($10.00) and
other good and valuable consideration, the receipt and legal sufficiency of
which are hereby acknowledged:


         1. Assignment. Assignor does hereby ASSIGN, CONVEY, GIVE, GRANT,
BARGAIN, SELL, CONFIRM AND DELIVER unto Assignee and its respective successors
and assigns, all of Assignor's rights, title and interest, if any, in and to the
Assigned Properties. TO HAVE AND TO HOLD all and singular the Assigned
Properties unto Assignee, its successors and assigns, forever, and Assignor does
hereby bind itself, its successors and assigns, to forever WARRANT AND DEFEND
Assignee's title to the Assigned Properties and all rights and interests therein
unto Assignee, its successors and assigns, against all every person and persons
whomsoever lawfully claiming the same or any interest therein, by, through or
under Assignor, but not otherwise.


                                      -36-

<PAGE>
         2. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of Assignor and Assignee and their respective successors and
assigns.


         IN WITNESS WHEREOF, Assignor has caused this Agreement to be executed
effective as of the Effective Date.

                                         Assignor:

                                         D & B REALTY HOLDING, INC.,
                                         a Missouri corporation


                                         By:
                                              --------------------------------
                                         Name:
                                              --------------------------------
                                         Title:
                                              --------------------------------


                                      -37-

<PAGE>
                                   EXHIBIT "A"


                          LEGAL DESCRIPTION OF THE LAND


                                      -38-

<PAGE>
                                    EXHIBIT D

                       CERTIFICATION OF NON-FOREIGN STATUS


  SECTION 1445 OF THE INTERNAL REVENUE CODE PROVIDES THAT A TRANSFEREE OF A
 UNITED STATES REAL PROPERTY INTEREST MUST WITHHOLD TAX IF THE TRANSFEROR IS A
 FOREIGN PERSON. TO INFORM THE TRANSFEREE, ____________, THAT WITHHOLDING TAX IS
 NOT REQUIRED UPON THE DISPOSITION OF A UNITED STATES REAL PROPERTY INTEREST BY
 D & B REALTY HOLDING, INC.
                  ("SELLER"), THE UNDERSIGNED HEREBY CERTIFIES THE FOLLOWING ON
BEHALF OF SELLER:


         1. Seller is not a foreign corporation, foreign partnership, foreign
trust or foreign estate (as those terms are defined in the Internal Revenue Code
and Income Tax Regulations promulgated pursuant thereto);


         2. Seller's United States Employer Identification Number is:
___________; and


         3. Seller's office address is: 2481 Manana Drive, Dallas, Texas 75220.


         Seller understands that this Certification may be disclosed to the
Internal Revenue Service by transferee and that any false statement contained
herein could be punished by fine, imprisonment or both. Under penalties of
perjury, I declare that I have examined this Certification and, to the best of
my knowledge and belief, it is true, correct and complete, and I further declare
that I have authority to sign this document on behalf of Seller.


         EXECUTED this ____ day of _______________ 2001, at Dallas, Texas.


                                           SELLER:

                                           D & B REALTY HOLDING, INC.,
                                           a Missouri corporation


                                           By:
                                              --------------------------------
                                           Name:
                                              --------------------------------
                                           Title:
                                              --------------------------------


                                      -39-

<PAGE>
STATE OF TEXAS              Section
                            Section
COUNTY OF DALLAS            Section

         This instrument was ACKNOWLEDGED before me, on the ____ day
of____________ 2001, by ________________________, who declares that he is the
________________ of Dave & Buster's, Inc., a Missouri corporation, on behalf of
said corporation.


                                             __________________________________
[S E A L]                                    Notary Public, State of Texas


My Commission Expires:
_________________________________            __________________________________
                                             Printed Name of Notary Public



                                      -40-

<PAGE>
                                    EXHIBIT E

                            ASSIGNMENT OF WARRANTIES


         This Assignment of Warranties (this "ASSIGNMENT") is made as of
_______________, 2001, by D & B REALTY HOLDING, INC., a Missouri corporation
("GRANTOR"), and LANDFAIR, LLC, a California limited liability company
("GRANTEE").


                                   ASSIGNMENT


         For and in consideration of the sum of Ten and No/100 Dollars ($10.00)
cash and other good and valuable consideration to Grantor paid by Grantee, the
receipt and sufficiency of which are acknowledged, Grantor and Grantee agree as
follows:


1. Assignment. Grantor GRANTS, SELLS, and CONVEYS to Grantee all of Grantor's
interest in the following described properties, rights, and estates
(collectively, the "PROPERTY") that are located on, affixed to, or used in
connection with the real property (the "REAL PROPERTY") described on Exhibit A
attached to this Assignment:


         (a)      all service contracts, vending agreements, assignable
                  licenses, or assignable permits with respect to the Real
                  Property listed on Exhibit B to this Assignment (the
                  "CONTRACTS"), and the continuing rents, issues, and profits
                  from the Contracts, if any;


         (b)      all security deposits, utility deposits, and other deposits
                  and security deposit accounts, if any, maintained with respect
                  to the Real Property (the "DEPOSITS"); and


         (c)      all warranties and guaranties which are applicable to or
                  covering any part of the improvements, personalty, or
                  equipment situated on the Property, if any.


         TO HAVE AND TO HOLD the Property to Grantee, its successors and
         assigns, forever. Grantor binds itself, its successors and assigns, to
         WARRANT AND FOREVER DEFEND, all and singular the Property, subject to
         the warranties, covenants, and conditions in this Assignment, to
         Grantee, its successors and assigns, against every person whomsoever
         lawfully claiming or to claim the Property or any part thereof , by,
         through, and under Grantor, but not otherwise.


2. Assumption. Grantee assumes and agrees to perform all terms, covenants, and
conditions of the Contracts, on the part of the Grantor, as the case may be,
therein required to be performed regarding events occurring on or after the date
of this Assignment. Grantee also assumes and agrees to hold and pay the Deposits
to the persons entitled to them.



                                      -41-

<PAGE>
3. Indemnities. Grantor shall indemnify, defend, and hold Grantee harmless from
any and all liabilities, claims, demands, damages, and causes of actions that
may now or hereafter be made or asserted against Grantee arising out of or
related to the Property for acts or omissions of Grantor occurring prior to the
date of this Assignment.


Grantee shall indemnify, defend, and hold Grantor harmless from any and all
liabilities, claims, demands, damages, and causes of actions that may now or
hereafter be made or asserted against Grantor arising out of or related to the
Property for acts or omissions occurring on or after the date of this
Assignment.


4. Disclaimer GRANTOR HEREBY SPECIFICALLY DISCLAIMS ANY WARRANTY, GUARANTY OR
REPRESENTATION, ORAL OR WRITTEN, PAST, PRESENT OR FUTURE, EXPRESS OR IMPLIED,
OF, AS, TO AND CONCERNING THE FITNESS, SUITABILITY, MERCHANTABILITY OR CONDITION
OF ANY OF THE PROPERTY AND ITS IMPROVEMENTS AND FIXTURES. THE TRANSFER OF THE
PROPERTY TOGETHER WITH THE IMPROVEMENTS AND FIXTURES IS IN THEIR "AS IS," "WHERE
IS" CONDITION, WITH ALL FAULTS.


         DATED EFFECTIVE as of the first date above written.

                                         GRANTOR:

                                         D & B REALTY HOLDING, INC.,
                                         a Missouri corporation


                                         By:
                                              --------------------------------
                                         Name:
                                              --------------------------------
                                         Title:
                                              --------------------------------

                                         GRANTEE:

                                         LANDFAIR, LLC,
                                         a California limited liability company


                                         By:
                                              --------------------------------
                                         Name:
                                              --------------------------------
                                         Title:
                                              --------------------------------


                                      -42-

<PAGE>
                                    EXHIBIT F

                                      LEASE

                                [TO BE ATTACHED]


                                      -43-

<PAGE>
                                    EXHIBIT G

                                 PROMISSORY NOTE


$2,517,000.00                                                    Dallas, Texas


         FOR VALUE RECEIVED, the undersigned, LANDFAIR, LLC, a California
limited liability company (the "Borrower"), promises to pay to the order of D &
B REALTY HOLDING, INC., a Missouri corporation ("Lender"), at 2481 Manana Drive,
Dallas, Texas 75220, or at such other place as holder hereof may designate in
lawful money of the United States of America in immediately available funds the
principal sum of TWO MILLION FIVE HUNDRED SEVENTEEN THOUSAND and NO/100 DOLLARS
($2,517,000.00) or so much as advanced hereunder from time to time, together
with interest thereon from day to day outstanding from the date of advance at
the rate of seven percent (7.0%) per annum, payable as follows:


         Payments of principal and interest, in the amount of $19,514.27 each,
         shall be due and payable monthly, commencing on February 1, 2002, and
         continuing regularly on the first (1st) day of each calendar month
         thereafter until December 31, 2021 at which time all outstanding
         principal and accrued, unpaid interest shall be due and payable.


         Upon the failure of Borrower to repay the amounts due under this
Promissory Note (this "Note"), when due, the holder hereof shall have the right
to declare the unpaid principal balance and accrued but unpaid interest on this
Note at once due and payable (and upon such declaration, the same shall be at
once due and payable), to foreclose any liens and security interests securing
payment hereof, if any, and to exercise any of its other rights, powers and
remedies, at law or in equity. All such rights, powers, and remedies are
cumulative of each other and of any and all other rights and remedies existing
at law or in equity. Notwithstanding anything to the contrary herein contained,
Lender or any other holder hereof shall not exercise any rights herein granted
until such time as Lender or any other holder hereof has given Borrower written
notice of default, and has given Borrower the opportunity to cure such default
within ten (10) business days from the date of actual delivery of the notice to
Borrower.


         Should the indebtedness represented by this Note or any part hereof be
collected at law or in equity or in bankruptcy, receivership or other court
proceeding, or should this Note be placed in the hands of attorneys for
collection after default, Borrower agrees to pay, in addition to the principal,
interest due and payable hereon and any other sums due and payable hereunder,
all costs of collecting or attempting to collect this Note, including reasonable
attorneys' fees and expenses (including those incurred in connection with any
appeal).


         Borrower and all endorsers and guarantors of this Note hereby waive
presentment, demand, notice, protest, stay of execution, presentment for
payment, notice of dishonor and of nonpayment, protest, notice of protest,
notice of intent to accelerate, notice of acceleration, all other notices,
filing of suit and diligence in collecting this Note or enforcing any of the
security here for, and all other defenses to payment generally; and hereby
assent to the terms hereof, and

                                      -44-

<PAGE>
agree that any renewal, extension, or postponement of the time for payment or
any other indulgence or any substitution, exchange, or release of collateral or
the additional release of any person or entity primarily or secondarily liable,
may be affected without notice to and without releasing Borrower, any endorser
or any guarantor from any liability hereunder or under any related guaranty and
that the holder hereof shall not be required first to institute suit or exhaust
its remedies hereon against Borrower or others liable or to become liable hereon
or to enforce its rights against them or any security herefor.


         Borrower may prepay any sums due and owing hereunder at any time,
without penalty. This Note may be assigned by Borrower, without the necessity of
the consent of Lender or any other holder hereof.


         It is the intent of Lender and Borrower to conform to and contract in
strict compliance with applicable usury laws from time to time in effect. All
agreements between Lender or any other holder hereof and Borrower are hereby
limited by the provisions of this paragraph which shall override and control all
such agreements, whether now existing or hereafter arising. In no way, nor in
any event or contingency (including but not limited to prepayment, default,
demand for payment, or acceleration of maturity of any obligation), shall the
interest taken, reserved, contracted for, charged, chargeable or received under
this Note, or otherwise, exceed the maximum non-usurious amount permitted by
applicable law (the "Maximum Amount"). If, from any possible construction of any
document, interest would otherwise be payable in excess of the Maximum Amount,
any such construction shall be subject to the provisions of this paragraph and
such document shall, ipso facto, be automatically reformed and the interest
payable shall be automatically reduced to the Maximum Amount, without the
necessity of execution of any amendment or new document. If the holder hereof
shall ever receive anything of value that is characterized as interest under
applicable law and that would apart from this provision be in excess of the
Maximum Amount, an amount equal to the amount that would have been excessive
interest shall, without penalty, be applied to the reduction of the principal
amount owing on the indebtedness evidenced hereby in the inverse order of its
maturity and not to the payment of interest, or refunded to Borrower or the
other payor thereof if and to the extent such amount that would have been
excessive exceeds such unpaid principal. The right to accelerate maturity of
this Note or any other indebtedness does not include the right to accelerate any
interest that has not otherwise accrued on the date of such acceleration, and
the holder hereof does not intend to charge or receive any unearned interest in
the event of acceleration. All interest paid or agreed to be paid to the holder
hereof shall, to the extent permitted by applicable law, be amortized, prorated,
allocated and spread throughout the full stated term (including any renewal or
extension) of such indebtedness so that the amount of interest on account of
such indebtedness does not exceed the Maximum Amount. As used in this paragraph,
the term "applicable law" shall mean the laws of the State of Texas or the
federal laws of the United States applicable to this transaction, whichever laws
allow the greater interest, as such laws now exist or may be changed or amended
or come into effect in the future. This provision shall control any other
provision of this Note or in any other documents relating to this Note.


         DAVE & BUSTER'S I, L.P., a Texas limited partnership ("DBLP") and a
wholly owned subsidiary of Lender, as tenant, and Borrower, as landlord, have
entered into that certain Lease Agreement of even date herewith (the "Lease")
covering certain real property and improvements located in Marietta, Georgia.
Notwithstanding anything to the contrary contained herein, in the

                                      -45-

<PAGE>
event that the tenant under the Lease shall default under the Lease, and such
default shall remain uncured for the period provided in the Lease so as to
become an Event of Default (as defined in the Lease), then this Note shall be
immediately deemed paid in full and canceled, and Borrower shall have no further
obligations, of any kind, to Lender or any other holder under this Note. Any
default by Borrower under this Note shall constitute a default by landlord under
the Lease.

THIS NOTE, AND ITS VALIDITY, ENFORCEMENT AND INTERPRETATION, SHALL BE GOVERNED
BY TEXAS LAW (WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES) AND APPLICABLE
UNITED STATES FEDERAL LAW.

         BORROWER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY
RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION (a) ARISING UNDER THIS NOTE OR UNDER ANY OTHER DOCUMENTS, INCLUDING,
WITHOUT LIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF OR (b) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR
ANY OF THEM WITH RESPECT TO THIS NOTE (AS NOW OR HEREAFTER MODIFIED) OR ANY
OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION
HEREWITH, OR ANY COURSE OR CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
VERBAL OR WRITTEN), IN EACH CASE WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR
TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS NOTE MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
PARTIES HERETO TO THE WAIVER OF ANY RIGHT THEY MIGHT OTHERWISE HAVE TO TRIAL BY
JURY.


THE WRITTEN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES,


THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


         IN WITNESS WHEREOF, the undersigned has executed and delivered this
Note as of the date and year first above written.

                                          BORROWER:

                                          LANDFAIR, LLC,
                                          a California limited liability company


                                          By:
                                              --------------------------------
                                          Name:
                                              --------------------------------


                                      -46-

<PAGE>
                                          Title:
                                              --------------------------------


                                      -47-


<PAGE>
                                                                  EXHIBIT 10.21


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





                                 LEASE AGREEMENT

                                 By and Between

                                 LANDFAIR, LLC,

                     a California limited liability company

                                  (As Landlord)

                                       AND

                            DAVE & BUSTER'S I, L.P.,

                           a Texas limited partnership

                                   (As Tenant)

                                December 17, 2001

                                Marietta, Georgia

<PAGE>
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                                                        Page
<S>                                                                                                     <C>
1.    Demise of Premises..............................................................................    4
                                                                                                         
2.    Certain Definitions.............................................................................    4
                                                                                                         
3.    Title and Condition.............................................................................    8
                                                                                                         
4.    Use of Leased Premises; Quiet Enjoyment.........................................................   10
                                                                                                         
5.    Term............................................................................................   11
                                                                                                         
6.    Rent............................................................................................   12
                                                                                                         
7.    Net Lease; Non-Terminability....................................................................   13
                                                                                                         
8.    Payment of Impositions; Compliance with Legal Requirements and Insurance Requirements...........   14
                                                                                                         
9.    Liens; Recording and Title......................................................................   15
                                                                                                         
10.   Indemnification.................................................................................   15
                                                                                                         
11.   Maintenance and Repairs.........................................................................   16
                                                                                                         
12.   Alterations.....................................................................................   18
                                                                                                         
13.   Condemnation....................................................................................   18
                                                                                                         
14.   Insurance.......................................................................................   22
                                                                                                         
15.   Restoration.....................................................................................   26
                                                                                                         
16.   Subordination to Financing......................................................................   27
                                                                                                         
17.   Assignment or Subleasing........................................................................   29
                                                                                                         
18.   Permitted Contests..............................................................................   30
                                                                                                         
19.   Conditional Limitations; Default Provisions.....................................................   31
                                                                                                         
20.   Additional Rights of Landlord and Tenant........................................................   34
                                                                                                         
21.   Notices.........................................................................................   35
</TABLE>


<PAGE>

<TABLE>
<S>                                                                                                      <C>
22.   Estoppel Certificates...........................................................................   36
                                                                                                         
23.   Surrender and Holding Over......................................................................   37
                                                                                                         
24.   No Merger of Title..............................................................................   37
                                                                                                         
25.   Definition of Landlord..........................................................................   38
                                                                                                         
26.   Environmental Covenants and Indemnity...........................................................   38
                                                                                                         
27.   Entry by Landlord...............................................................................   40
                                                                                                         
28.   No Usury........................................................................................   40
                                                                                                         
29.   Separability....................................................................................   41
                                                                                                         
30.   Miscellaneous...................................................................................   41
                                                                                                         
31.   Additional Rent.................................................................................   42
                                                                                                         
32.   Note Default....................................................................................   42
                                                                                                         
33.   Representations and Warranties..................................................................   42
</TABLE>


<PAGE>
                                 LEASE AGREEMENT

      THIS LEASE AGREEMENT (this "LEASE") made as of the 17th day of December
2001, by and between, LANDFAIR, LLC, a California limited liability company,
having an office at c/o Elysee Management Group, Inc., 27520 Hawthorne
Boulevard, Suite 235, Rolling Hills, California 90274 ("LANDLORD"), and DAVE &
BUSTER'S I, L.P., a Texas limited partnership, having its principal office at
2481 Manana Drive, Dallas, Texas 75220 ("TENANT"). The obligations of Tenant
under this Lease are guaranteed by Dave & Buster's, Inc., a Missouri corporation
(the "GUARANTOR") pursuant to a Guaranty (the "GUARANTY") of even date herewith,
in the form attached hereto as Exhibit D.

      In consideration of the rents and provisions herein stipulated to be paid
and performed, Landlord and Tenant, intending to be legally bound, hereby
covenant and agree as follows:

      1.    Demise of Premises. Landlord hereby demises and leases to Tenant and
Tenant hereby takes and leases from Landlord for the term and upon the
provisions hereinafter specified the following described property (collectively,
the "LEASED PREMISES"): (i) the lot or parcel of land described on Exhibit A
attached hereto and made a part hereof, together with the easements, rights, and
appurtenances thereunto belonging or appertaining ("LAND"); (ii) the buildings,
structures, and other improvements now located or hereafter constructed on the
Land (collectively, the "IMPROVEMENTS"); and (iii) the machinery and equipment
which are attached to the Improvements in such a manner as to become fixtures
under applicable law, together with all additions and accessions thereto,
substitutions therefor and replacements thereof permitted by this Lease
(collectively, the "EQUIPMENT"), excepting therefrom the Trade Fixtures (as
hereinafter defined). Attached hereto as Exhibit E and Exhibit F, respectively,
are schedules listing the Equipment and the Trade Fixtures, as the same exist on
the date hereof.

      2.    Certain Definitions.

            "ADDITIONAL RENT" shall mean Additional Rent as defined in Paragraph
31.

            "ADJOINING PROPERTY" shall mean all sidewalks, curbs, gores, and
vault spaces adjoining the Leased Premises.

            "ALTERATION" or "ALTERATIONS" shall mean any or all changes,
additions (whether or not adjacent to or abutting any then-existing buildings),
expansions (whether or not adjacent to or abutting any then-existing buildings),
improvements, reconstructions, removals, or replacements of any of the
Improvements or Equipment, both interior or exterior, and ordinary and
extraordinary.

            "BASIC RENT" shall mean Basic Rent as defined in Paragraph 6.

            "BASIC RENT PAYMENT DATES" shall mean the Basic Rent Payment Dates
as defined in Paragraph 6.

<PAGE>
            "COMMENCEMENT DATE" shall mean the Commencement Date as defined in
Paragraph 5.

            "CONDEMNATION" shall mean a Taking and/or a Requisition.

            "DEFAULT RATE" shall mean the Default Rate as defined in Paragraph
19(b)(iv).

            "ENVIRONMENTAL LAWS" shall mean any present or future federal, state
or local laws, ordinances, rules or regulations pertaining to Hazardous
Substances, industrial hygiene or environmental conditions, including without
limitation the following statutes and regulations, as amended from time to time:
(i) the Federal Clean Air Act, 42 U.S.C. Section 7401 et seq.; (ii) the Federal
Clean Water Act, 33 U.S.C. Section 1151 et seq.; (iii) the Resource Conservation
and Recovery Act, 42 U.S.C. Section 6901 et seq. ("RCRA"); (iv) the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42
U.S.C. Section 9601 et seq. ("CERCLA") and the Superfund Amendments and
Reauthorization Act of 1986, Pub. L. No. 99-499, 100 Stat. 1613 ("SARA"); (v)
the Hazardous Materials Transportation Act, 49 U.S.C. Section 1802; (vi) the
National Environment Policy Act, 42 U.S.C. Section 1857 et seq.; (vii) the Toxic
Substance Control Act of 1976, 15 U.S.C. Section 2601 et seq.; (viii) the
regulations of the Environmental Protection Agency, 33 CFR and 40 CFR; (ix)
regulations of the Occupational Safety and Health Administration ("OSHA")
relating to asbestos; and (x) similar statutes, rules and regulations of any
State.

            "ENVIRONMENTAL CLAIMS" shall mean, individually and collectively,
any claims, actions, administrative proceedings, judgments, damages, punitive
damages, penalties, fines, costs, liabilities, sums paid in settlement,
interest, losses or expenses (including reasonable attorneys' fees and costs,
whether incurred in enforcing this Lease, collecting any sums due hereunder,
settlement negotiations, at trial or on appeal), consultant fees and expert
fees, together with all other costs and expenses of any kind or nature, that
arise directly or indirectly from or in connection with the existence or
suspected existence of a Hazardous Condition, whether occurring or suspected to
have occurred before, on or after the date of this Lease or caused by any person
or entity. Without limiting the generality of the foregoing definition,
Environmental Claims specifically include claims, whether by related or third
parties, for personal injury or real or personal property damage, and capital,
operating and maintenance costs incurred in connection with any Remedial Work.

            "EQUIPMENT" shall mean the Equipment as defined in Paragraph 1.

            "EVENT OF DEFAULT" shall mean an Event of Default as defined in
Paragraph 19(a).

            "GUARANTY" and "GUARANTOR" shall having the meanings given them in
the preamble of this Lease.

            "HAZARDOUS CONDITION" shall mean the presence, discharge, disposal,
storage or release of any Hazardous Substance on or in the Improvements, air,
soil, groundwater, surface

<PAGE>
water or soil vapor on or about the Leased Premises, or that migrates, flows,
percolates, diffuses or in any way moves onto or into the Leased Premises, or
from the Leased Premises into adjacent or other property.

            "HAZARDOUS SUBSTANCES" means any hazardous or toxic substances,
materials or wastes, including without limitation any flammable explosives,
radioactive materials, asbestos in any form, concentration or condition, kepone,
polychlorinated biphenyls (PCB's), electrical transformers, batteries, paints,
solvents, chemicals, petroleum products, or other materials, substances or
wastes exhibiting radioactive, hazardous, ignitable, reactive, carcinogenic or
toxic characteristics, or otherwise dangerous to human, plant, or animal health
or well-being, and further including those substances, materials, and wastes
listed in the United States Department of Transportation Table (49 CFR 972.101)
or by the Environmental Protection Agency, as hazardous substances (40 CFR Part
302, and amendments thereto) or such substances, materials and wastes which are
or become regulated under any Environmental Law, including without limitation
any material, waste or substance which is (i) petroleum, (ii) asbestos, (iii)
PCB's, (iv) designated as a "hazardous substance," "hazardous waste," "hazardous
materials," "toxic substances," "contaminants," or (v) other pollution under any
applicable Environmental Laws.

            "IMPOSITIONS" shall mean the Impositions as defined in Paragraph 8.

            "IMPROVEMENTS" shall mean the Improvements as defined in Paragraph
1.

            "INSURANCE REQUIREMENT" or "INSURANCE REQUIREMENTS" shall mean, as
the case may be, any one or more of the terms of each insurance policy required
to be carried by Tenant under this Lease and the requirements of the issuer of
such policy, and whenever Tenant shall be engaged in making any Alteration or
Alterations, repairs or construction work of any kind (collectively, "WORK"),
the term "INSURANCE REQUIREMENT" or "INSURANCE REQUIREMENTS" shall include a
requirement that Tenant obtain or cause its contractor to obtain completed value
builder's risk insurance when the estimated cost of the Work in any one instance
exceeds the sum of One Hundred Thousand Dollars ($100,000.00) and that Tenant or
its contractor shall obtain worker's compensation insurance or other adequate
insurance coverage covering all persons employed in connection with the Work,
whether by Tenant, its contractors or subcontractors.

            "LAND" shall mean the Land as defined in Paragraph 1.

            "LAW" shall mean any constitution, statute, or rule of law.

            "LEASED PREMISES" shall mean the Leased Premises as defined in
Paragraph 1.

            "LEGAL REQUIREMENT" or "LEGAL REQUIREMENTS" shall mean, as the case
may be, any one or more of all present and future Laws, codes, ordinances,
orders, judgments, decrees, injunctions, rules, regulations and requirements
(including, but not limited to, Environmental Laws), even if unforeseen or
extraordinary, of every duly constituted governmental authority or agency (but
excluding only those which by their terms are not applicable to and do not
impose

<PAGE>
any obligation on Tenant, Landlord, any occupant of the Lease Premises or all or
any part of the Leased Premises) and all covenants, restrictions and conditions
now or hereafter of record which may be applicable to Tenant, Landlord (with
respect to the Leased Premises) any occupant of the Lease Premises or to all or
any part of or interest in the Leased Premises, or to the use, manner of use,
occupancy, possession, operation, maintenance, alteration, repair or
reconstruction of the Leased Premises, even if compliance therewith (i)
necessitates structural changes or improvements (including changes required to
comply with the "Americans with Disabilities Act of 1990") or results in
interference with or precludes the use, occupancy or enjoyment of the Leased
Premises or (ii) requires Tenant to carry insurance other than as required by
the provisions of this Lease.

            "LENDER" shall mean an entity identified as such in writing to
Tenant that makes a Loan to Landlord, secured by a Mortgage and evidenced by a
Note or which is the holder of the Mortgage and Note as a result of an
assignment thereof.

            "LOAN" shall mean a loan made by a Lender to Landlord secured by a
Mortgage and evidenced by a Note.

            "MORTGAGE" shall mean a mortgage, deed of trust or similar security
instrument hereafter executed covering the Leased Premises from Landlord to a
Lender.

            "NET AWARD" shall mean the entire award payable to Landlord by
reason of a Condemnation, less any reasonable expenses incurred by Landlord in
collecting such award.

            "NET PROCEEDS" shall mean the entire proceeds of any insurance
required under clauses (i), (iv), (v) or (vi) of Paragraph 14(a), less any
actual and reasonable expenses incurred by Landlord in collecting such proceeds.

            "NOTE" or "NOTES" shall mean a Promissory Note or Notes hereafter
executed from Landlord to a Lender, which Note or Notes will be secured by a
Mortgage or Mortgages and, in some case, an assignment(s) of leases and rents.

            "PERMITTED ENCUMBRANCES" shall mean those covenants, restrictions,
reservations, liens, conditions, encroachments, easements, and other matters of
title that affect the Leased Premises as of the date of Landlord's acquisition
thereof and thereafter, excepting, however, any such matters arising solely from
the acts of Landlord (such as liens arising as a result of judgments against
Landlord) as to which Tenant has not consented (such consent not to unreasonably
be withheld).

            "REMEDIAL ACTION" means any investigation or monitoring of site
conditions, any clean-up, containment, remediation, removal or restoration work
required by this Lease or required or performed by any federal, state or local
governmental agency or political subdivision or performed by any nongovernmental
entity or person, or any fines, penalties, or cost

<PAGE>
contributions paid or payable by any nongovernmental entity or person, due to
the existence or suspected existence of a Hazardous Condition.

            "REPLACED EQUIPMENT" or "REPLACEMENT EQUIPMENT" shall mean the
Replaced Equipment and Replacement Equipment, respectively, as defined in
Paragraph 11(d).

            "REQUISITION" shall mean any temporary condemnation or confiscation
of the use or occupancy of the Leased Premises (or any part thereof) by any
governmental authority, civil or military, whether pursuant to an agreement with
such governmental authority in settlement of or under threat of any such
requisition or confiscation, or otherwise.

            "RESTORATION" shall mean the Restoration as defined in Paragraph
13(c)(i).

            "STATE" shall mean the State of Georgia.

            "TAKING" shall mean any taking of the Leased Premises (or a part
thereof) in or by condemnation or other eminent domain proceedings pursuant to
any law, general or special, or by reason of any agreement with any condemner in
settlement of or under threat of any such condemnation or other eminent domain
proceedings or by any other means, or any de facto condemnation.

            "TERM" shall mean the Term as defined in Paragraph 5.

            "TERMINATION DATE" shall mean the Termination Date as defined in
Paragraph 13(b)(i)(A).

            "TRADE FIXTURES" shall mean all fixtures, equipment and other items
of personal property (including such items as are attached to the Improvements
and the removal of which can be accomplished without material damage to the
Improvements) that are owned by Tenant and used in the operation of the business
conducted on the Leased Premises.

      3.    Title and Condition.

            a.    The Leased Premises are demised and let subject to (i) the
Permitted Encumbrances and such other matters as may be set forth in Schedule B,
Part 1 of the owner's title insurance policy relating to the Leased Premises
issued to Landlord in connection with its acquisition of the Leased Premises,
(ii) all Legal Requirements and Insurance Requirements, including any existing
violation of any thereof, (iii) the condition of the Leased Premises as of the
commencement of the Term, (iv) the rights of parties in possession as of the
date hereof, and (v) any state of facts which an accurate survey or physical
inspection of the Leased Premises might show, all without representation or
warranty, express or implied, by Landlord; it being understood and agreed,
however, that the recital of the Permitted Encumbrances herein shall not be
construed as a revival of any thereof which for any reason may have expired.
Tenant has

<PAGE>
examined the title to the Leased Premises on and as of the Commencement Date and
has found the same to be satisfactory for all purposes.

            b.    LANDLORD LEASES AND WILL LEASE AND TENANT TAKES AND WILL TAKE
THE LEASED PREMISES "AS IS", AND TENANT ACKNOWLEDGES THAT LANDLORD (WHETHER
ACTING AS LANDLORD HEREUNDER OR IN ANY OTHER CAPACITY) HAS NOT MADE AND WILL NOT
MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE, ANY WARRANTY OR REPRESENTATION,
EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE LEASED PREMISES, INCLUDING ANY
WARRANTY OR REPRESENTATION AS TO ITS FITNESS FOR ANY USE OR PURPOSE, DESIGN OR
CONDITION FOR ANY PARTICULAR USE OR PURPOSE, AS TO THE QUALITY OF THE MATERIAL
OR WORKMANSHIP THEREIN, LATENT OR PATENT, AS TO LANDLORD'S TITLE THERETO, OR AS
TO VALUE, COMPLIANCE WITH LEGAL REQUIREMENTS, INSURANCE REQUIREMENTS
SPECIFICATIONS, LOCATION, USE, CONDITION, MERCHANTABILITY, QUALITY, DESCRIPTION,
DURABILITY OR OPERATION, IT BEING AGREED THAT ALL RISKS INCIDENT TO ALL OF THESE
MATTERS ARE TO BE BORNE BY TENANT. TENANT ACKNOWLEDGES THAT THE LEASED PREMISES
ARE OF ITS SELECTION AND THAT THE LEASED PREMISES AND ALL COMPONENTS THEREOF
HAVE BEEN DEVELOPED, DESIGNED, SPECIFIED AND CONSTRUCTED, AT TENANT'S REQUEST,
TO TENANT'S SPECIFICATIONS BY A CONTRACTOR SELECTED OR APPROVED BY TENANT AND
HAVE BEEN INSPECTED BY TENANT AND ARE SATISFACTORY TO IT IN ALL RESPECTS. IN THE
EVENT OF ANY DEFECT OR DEFICIENCY IN ANY OF THE LEASED PREMISES OF ANY NATURE,
WHETHER PATENT OR LATENT, LANDLORD SHALL NOT HAVE ANY RESPONSIBILITY OR
LIABILITY WITH RESPECT THERETO OR FOR ANY INCIDENTAL, CONSEQUENTIAL OR OTHER
DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE PROVISIONS OF THIS PARAGRAPH 3
(b) HAVE BEEN NEGOTIATED, AND THE FOREGOING PROVISIONS ARE INTENDED TO BE A
COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES BY
LANDLORD, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE LEASED PREMISES,
ARISING PURSUANT TO THE UNIFORM COMMERCIAL CODE AS ADOPTED BY THE STATE OR ANY
OTHER LAW OR REGULATION NOW OR HEREAFTER IN EFFECT OR OTHERWISE.

            c.    Landlord hereby assigns, without recourse or warranty
whatsoever, to Tenant, all warranties, guaranties, and indemnities, express or
implied, and similar rights which Landlord may have, if any, against any
architect, manufacturer, seller, engineer, contractor, subcontractor, supplier,
or builder with respect to any of the Leased Premises, including, but not
limited to, any rights and remedies existing under contract or pursuant to the
Uniform Commercial Code as adopted by the State (collectively, the
"GUARANTIES"). Such assignment shall remain in effect until the termination of
this Lease. Landlord shall also retain the right to enforce any assigned
Guaranties in the name of Tenant and at Tenant's expense upon the occurrence of
an Event of Default. Landlord hereby agrees to execute and deliver at Tenant's
expense such further documents (but not including powers of attorney), as Tenant
may reasonably request in order that Tenant may have the full benefit of the
assignment effected or intended to be effected by this Paragraph 3(c). Upon the
termination of this Lease, the

<PAGE>
Guaranties shall automatically revert to Landlord. The foregoing provision of
reversion shall be self-operative and no further instrument of reassignment
shall be required. In confirmation of such reassignment Tenant shall execute and
deliver promptly any certificate or other instrument that Landlord may
reasonably request. Any monies collected by Tenant under any of the Guaranties
after the occurrence of and during the continuation of an Event of Default shall
be held in trust by Tenant and promptly paid over to Landlord. Tenant shall
indemnify, defend (using counsel satisfactory to Landlord, or Landlord may elect
to defend itself at Tenant's expense) and hold harmless Landlord from and
against any claims, expenses (including reasonable attorney's fees),
liabilities, costs, losses or damages arising out of or relating to Tenant's
enforcement of any of the Guaranties.

            d.    Landlord agrees to enter into, at Tenant's sole cost and
expense (including, but not limited to Landlord's reasonable legal fees), such
easements, covenants, waivers, approvals or restrictions for utilities, parking
or other matters as desirable for operation of the Leased Premises or properties
adjacent thereto (collectively, "EASEMENTS") as reasonably requested by Tenant,
subject to Lender's and Landlord's approval of the form thereof, not to be
unreasonably withheld or delayed; provided, however, that no such Easement shall
result in any material diminution in the value or utility of the Leased Premises
and further provided that no such Easement shall render the use of the Leased
Premises dependent upon any other property or condition the use of the Leased
Premises upon the use of any other property, each of which Tenant shall certify
to Landlord and Lender in writing delivered with Tenant's request with respect
to such Easement. Tenant's request shall also include Tenant's written
undertaking acknowledging that Tenant shall remain liable hereunder as principal
and not merely as a surety or guarantor notwithstanding the establishment of any
Easement.

            e.    Tenant agrees that Tenant is obligated to and shall perform
all obligations of the owner of the Leased Premises under and pay all expenses
which the owner of the Leased Premises may be required to pay in accordance with
any reciprocal easement agreement or any other agreement or document of record
now or (if consented to in writing by Tenant, which consent Tenant agrees shall
not be unreasonably withheld, delayed or conditioned) in the future affecting
the Leased Premises (herein referred to collectively as the "REA"), and that
Tenant shall comply with all of the terms and conditions of any REA during the
Term of this Lease. Tenant further covenants and agrees to indemnify, defend
(using counsel satisfactory to Landlord, or Landlord may elect to defend itself
at Tenant's expense), and hold harmless Landlord and Lender against any claim,
loss, expense (including reasonable attorney's fees), liability or damage
suffered by Landlord or Lender arising out of or relating to Tenant's failure to
perform any obligations or pay any expenses as and when required under any REA
or comply with the terms and conditions of any REA as hereinabove provided
during the Term of this Lease.

      4.    Use of Leased Premises; Quiet Enjoyment.

            a.    Tenant may use the Leased Premises as an
entertainment-recreation-amusement-restaurant-bar complex similar to other Dave
& Buster's facilities in the United States providing goods and services, which
goods and services may primarily include, but not be

<PAGE>
limited to, the provision, sale, rental, and use for pecuniary consideration, of
virtual reality games, video games, so-called arcade games, rides and
amusements, billiards, golf, play-for-fun blackjack, bowling, dance, nightclub
and other amusements, food, beverages (alcoholic and non-alcoholic), party and
catering facilities and play areas (some of which games, rides, etc. may provide
for the opportunity to win prizes and/or other benefits, e.g., additional free
games, by direct reward or through any other method, either directly or via a
process of redemption) (any one or more of the foregoing uses is sometimes
referred to herein as an "ENTERTAINMENT/FOOD USE"), or any lawful use that does
not violate: (i) the terms of any REA, (ii) any Legal Requirements, or (iii) any
Insurance Requirements. The parties hereby recognize that this type of complex
is in a constantly evolving state, as is the entertainment-recreation-amusement
industry and that, provided Tenant operates the Dave & Buster's herein in a
consistent manner as it is then operating substantially all other Dave &
Buster's facilities in the United States, changes consistent with such evolution
may occur. In no event shall the Leased Premises be used for any purpose
(including Entertainment/Food Use) that shall violate any Permitted Encumbrance,
Legal Requirements, Insurance Requirements, or any covenants, restrictions, or
agreements hereafter created by or consented to by Tenant applicable to the
Leased Premises. Tenant agrees that with respect to the Permitted Encumbrances,
Legal Requirements, Insurance Requirements, and any covenants, restrictions, or
agreements hereafter created by or consented to by Tenant, Tenant, at its sole
cost and expense, shall observe, perform and comply with and carry out the
provisions thereof required therein to be observed and performed by Landlord.

            b.    Subject to Tenant's rights under Paragraph 18 hereof, Tenant
shall not permit or suffer any unlawful occupation, business, trade or other
activities to be conducted on or about the Leased Premises or any use to be made
thereof contrary to applicable Legal Requirements or Insurance Requirements.
Subject to Tenant's rights under Paragraph 18, Tenant shall not use, occupy, or
permit or suffer any of the Leased Premises to be used or occupied, nor do or
permit or suffer anything to be done in or on or about any of the Leased
Premises, in a manner which would (i) make void or voidable any insurance which
Tenant is required hereunder to maintain then in force with respect to any of
the Leased Premises, (ii) affect the ability of Tenant to obtain any insurance
which Tenant is required to furnish hereunder, (iii) cause any injury or damage
to any of the Improvements unless pursuant to Alterations permitted under
Paragraph 12 hereof, or (iv) constitute a public or private nuisance or waste. .

            c.    Subject to all of the provisions of this Lease, so long as no
Event of Default exists hereunder, Landlord covenants to do no act to disturb
the peaceful and quiet occupation and enjoyment of the Leased Premises by
Tenant.

      5.    Term.

            a.    Subject to the provisions hereof Tenant shall have and hold
the Leased Premises for an initial term commencing on December 17, 2001 (the
"COMMENCEMENT DATE"), and ending December 31, 2021 (the "EXPIRATION DATE") (such
initial term, together with any Renewal Term, as hereinafter defined, which
comes into effect as hereinafter provided, is herein called the "TERM").

<PAGE>
            b.    Provided this Lease shall not have been terminated pursuant to
the provisions of Paragraphs 13(b) or 19, and provided further that no Event of
Default or circumstance (other than a non-monetary default as to which Landlord
has given notice to Tenant and other than a monetary default), which with the
passage of time or the giving of notice or both would constitute an Event of
Default exists when Tenant gives its Renewal Term Notice (as hereinafter
defined) or on the date the applicable Renewal Term (as hereinafter defined) is
to commence, Tenant shall have the option to renew this Lease for four (4)
consecutive five (5) year periods (collectively, the "RENEWAL TERMS" and
individually, a "RENEWAL TERM"). Tenant shall give the Landlord written notice
("RENEWAL TERM NOTICE") of its intent to renew this Lease at least twelve (12)
months and not more than eighteen (18) months prior to the Expiration Date or
the expiration date of the applicable Renewal Term, as applicable. Each Renewal
Term shall be subject to all of the provisions of this Lease, and all such
provisions shall continue in full force and effect, except that the Basic Rent
for each Renewal Term shall be the amounts determined in accordance with the
schedule set forth in Exhibit B attached hereto and made a part hereof. If
Tenant shall fail to timely give a Renewal Term Notice, then all options with
regard to subsequent Renewal Terms shall expire and be null and void.

      6.    Rent.

            a.    Tenant shall pay to Landlord (or to Lender, if directed by
Landlord), as minimum annual rent for the Leased Premises during the Term, the
amounts set forth in Exhibit B attached hereto ("BASIC RENT"), commencing on the
Commencement Date for the succeeding, prorated month, and continuing regularly
on the first (1st) calendar day of each month thereafter during the Term, in
advance (the said days being called the "BASIC RENT PAYMENT Dates"), and shall
pay the same at Landlord's address set forth below, or at such other place as
Landlord from time to time may designate to Tenant in writing, in funds which at
the time of such payment shall be legal tender for the payment of public or
private debts in the United States of America and if required by Landlord or
Lender by wire transfer in immediately available federal funds to such account
in such bank as Landlord or Lender shall designate, from time to time.

            b.    Tenant shall pay and discharge before the imposition of any
fine, lien, interest or penalty may be added thereto for late payment thereof,
as Additional Rent, all other amounts and obligations which Tenant assumes or
agrees to pay or discharge pursuant to this Lease, together with every fine,
penalty, interest and cost which may be added by the party to whom such payment
is due for nonpayment or late payment thereof. In the event of any failure by
Tenant to pay or discharge any of the foregoing, Landlord shall have all rights,
powers and remedies provided herein, by law or otherwise, in the event of
nonpayment of Basic Rent.

            c.    If any installment of Basic Rent is not paid within five (5)
days after written notice is given by Landlord or Lender (or Lender's servicer
or other designee of Lender) to Tenant that the same is overdue, Tenant shall
pay to Landlord or Lender, as the case may be, on demand, as Additional Rent, a
late charge equal to five percent (5%) (the "LATE CHARGE") on such overdue
installment of Basic Rent, but in no event more than the maximum amount allowed

<PAGE>
by law. The Late Charge shall be in addition to, and shall not limit, Landlord's
other rights or remedies under this Lease, at law or in equity.

            d.    Landlord and Tenant agree that this Lease is a true lease and
does not represent a financing arrangement. Each party shall reflect the
transactions represented by this Lease in all applicable books, records, and
reports (including, without limitation, income tax filings) in a manner
consistent with "true lease" treatment rather than "financing" treatment.

      7.    Net Lease; Non-Terminability.

            a.    This Lease is an absolutely net lease, and Tenant shall have
an unconditional obligation to pay Basic Rent, Additional Rent, and all other
sums payable hereunder by Tenant, without notice or demand, and without setoff,
counterclaim, recoupment, abatement, suspension, deferment, diminution,
deduction, reduction, or defense.

            b.    Except as otherwise expressly provided in Section 13b or 14g
hereof, this Lease shall not terminate, nor shall Tenant have any right to
terminate this Lease, nor shall the obligations of Tenant under this Lease be
affected for any reason whatsoever, including but not limited to the following:
(i) any damage to or destruction of any of the Leased Premises by any cause
whatsoever, (ii) any Condemnation, (iii) the prohibition, limitation, or
restriction of or interference with Tenant's use of any of the Leased Premises,
(iv) any eviction by paramount title or otherwise, (v) Tenant's acquisition of
ownership of any of the Leased Premises other than pursuant to an express
provision of this Lease, (vi) any default on the part of Landlord under this
Lease or under any other agreement, (vii) any latent or other defect in, or any
theft or loss of any of the Leased Premises, (viii) the breach of any warranty
of any seller or manufacturer of any of the Equipment, (ix) any violation of
Paragraph 4(c) by Landlord, or (x) any other cause whatsoever, whether similar
or dissimilar to the foregoing, any present or future Legal Requirement the
contrary notwithstanding. It is the intention of the parties hereto that the
obligations of Tenant under this Lease shall be separate and independent
covenants and agreements, and that Basic Rent, Additional Rent, and all other
sums payable by Tenant hereunder shall continue to be payable in all events (or,
in lieu thereof, Tenant shall pay amounts equal thereto), and that the
obligations of Tenant under this Lease shall continue unaffected, unless this
Lease shall have been terminated pursuant to an express provision of this Lease.

            c.    Tenant agrees that it shall remain obligated under this Lease
in accordance with its provisions and that, except as otherwise expressly
provided in Section 13b or 14g hereof, it shall not take any action to
terminate, rescind or avoid this Lease, notwithstanding (i) the bankruptcy,
insolvency, reorganization, composition, readjustment, liquidation, dissolution,
winding-up or other proceeding affecting Landlord, (ii) the exercise of any
remedy, including foreclosure, under the Mortgage, or (iii) any action with
respect to this Lease (including the disaffirmance hereof) which may be taken by
Landlord under the Federal Bankruptcy Code or by any trustee, receiver or
liquidator of Landlord or by any court under the Federal Bankruptcy Code or
otherwise.

<PAGE>
            d.    This Lease is the absolute and unconditional obligation of
Tenant. To the extent permitted by applicable law, Tenant waives all rights
which are not expressly stated in this Lease but which may now or hereafter
otherwise be conferred by law (i) to quit, terminate or surrender this Lease or
any of the Leased Premises, (ii) to any setoff, counterclaim, recoupment,
abatement, suspension, deferment, diminution, deduction, reduction or defense of
or to Basic Rent, Additional Rent or any other sums payable under this Lease,
except as otherwise expressly provided in this Lease, and (iii) for any
statutory lien or offset right against Landlord or its property.

      8.    Payment of Impositions; Compliance with Legal Requirements and
Insurance Requirements.

            a.    i)    Subject to the provisions of Paragraph 18 hereof
relating to contests, Tenant shall, before delinquency thereof, pay and
discharge the following whether the same became due and payable before, on or
after the Commencement Date (collectively, the "IMPOSITIONS"): all taxes of
every kind and nature (including real, ad valorem, personal property, sales,
use, and gross rental or other gross receipts taxes), assessments, levies, fees,
water and sewer rents and charges, utilities and communications taxes and
charges and all other governmental charges, general and special, ordinary and
extraordinary, foreseen and unforeseen, which are, at any time, prior to or
during the Term, imposed upon or assessed against (A) the Leased Premises or any
portion thereof or interest therein, (B) any Basic Rent, Additional Rent or
other sum payable hereunder, (C) this Lease or the leasehold estate created
hereby, or (D) the acquisition, occupancy, leasing, subleasing, licensing, use,
possession or operation of the Leased Premises or any portion thereof or
interest therein (including without limitation, any taxes on revenues, rents,
income, awards, proceeds, capital gains, profits, excess profits, gross
receipts, sales, use, excise and other taxes, duties or imports whether similar
or not in nature, assessed, levied or imposed against Landlord, Tenant, any
subtenant or any licensee, or the Leased Premises by any governmental
authority). If received by Landlord, Landlord shall promptly deliver to Tenant
any bill or invoice with respect to any Imposition.

                  ii)   Nothing herein shall obligate Tenant to pay, and the
term "IMPOSITIONS" shall exclude, federal, state or local (A) transfer taxes as
the result of a conveyance by (or suffered by) Landlord to a party other than
Tenant or an affiliate of Tenant, (B) franchise, capital stock or similar taxes
if any, of Landlord, (C) net income, excess profits or other taxes, if any, of
Landlord, determined on the basis of or measured by its net income, or (D) any
estate, inheritance, succession, gift, capital levy or similar taxes, unless the
taxes referred to in clauses (B) and (C) above are in lieu of or a substitute
for any other tax or assessment upon or with respect to any of the Leased
Premises which, if such other tax or assessment were in effect at the
commencement of the Term, would be payable by Tenant under this Lease. In the
event that any assessment against any of the Leased Premises may be paid in
installments, Tenant shall have the option to pay such assessment in
installments; and in such event, Tenant shall be liable only for those
installments that become due and payable during the Term or are allocable to the
Term. Tenant shall prepare and file all tax reports required by governmental
authorities that relate to the Impositions. Tenant shall deliver to Landlord and
to Lender, within twenty (20) days after Tenant's receipt thereof, copies of all
settlements and notices pertaining to the

<PAGE>
Impositions which may be issued by any governmental authority and receipts for
payments of all Impositions made during the Term.

            b.    Subject to the provisions of Paragraph 18 hereof, Tenant
shall, at its sole cost and expense, promptly comply and cause the Leased
Premises to comply with and conform to all of the Legal Requirements and
Insurance Requirements applicable to the ownership, occupancy or use of all or
any part thereof, including those which require structural, unforeseen or
extraordinary changes or additions to the Leased Premises.

      9.    Liens; Recording and Title.

            a.    Subject to the provisions of Paragraph 18 hereof, Tenant shall
not, directly or indirectly, create or permit to be created or to remain, and
shall promptly discharge, any lien, mortgage, encumbrance, claim or other charge
on the Leased Premises, on the Basic Rent, Additional Rent or on any other sums
payable by Tenant under this Lease, other than the Mortgage, and any mortgage,
lien, monetary encumbrance or other charge created by or resulting solely from
any act or omission by Landlord or those claiming by, through or under Landlord
(except Tenant or those claiming by, through or under Tenant). Notice is hereby
given that Landlord shall not be liable for any labor, services, or materials
furnished or to be furnished to Tenant, or to anyone holding any of the Leased
Premises through or under Tenant, and that no mechanic's or other liens for any
such labor, services or materials shall attach to or affect the interest of
Landlord in and to any of the Leased Premises.

            b.    Each of Landlord and Tenant shall execute, acknowledge and
deliver to the other a written Memorandum of this Lease to be recorded in the
appropriate land records of the jurisdiction in which the Leased Premises is
located, in order to give public notice and protect the validity of this Lease.
In the event of any discrepancy between the provisions of said recorded
Memorandum of this Lease and the provisions of this Lease, the provisions of
this Lease shall prevail.

            c.    Nothing in this Lease or otherwise and no action or inaction
by Landlord shall be deemed or construed to mean that Landlord has granted to
Tenant any right, power or permission to do any act or to make any agreement
which may create, give rise to, or be the foundation for, any right, title,
interest, or lien in or upon the estate of Landlord in any of the Leased
Premises.

      10.   Indemnification.

            a.    TENANT AGREES TO DEFEND (USING COUNSEL SATISFACTORY TO
LANDLORD, OR LANDLORD MAY ELECT TO DEFEND ITSELF AT TENANT'S EXPENSE), PAY,
PROTECT, INDEMNIFY, SAVE AND HOLD HARMLESS LANDLORD AND LENDER, AND ANY PARTNER,
SHAREHOLDER, MEMBER, OFFICER, DIRECTOR, MANAGER, EMPLOYEE AND AGENT OF EACH (THE
"INDEMNIFIED PARTIES"), FROM AND AGAINST ANY AND ALL LIABILITIES, LOSSES,
DAMAGES, PENALTIES, COSTS, EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES AND
EXPENSES), CAUSES OF ACTION, SUITS, CLAIMS, DEMANDS, OR

<PAGE>
JUDGMENTS OF ANY NATURE WHATSOEVER, HOWSOEVER CAUSED (EXCEPT IF CAUSED SOLELY BY
THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF LANDLORD), ARISING FROM OR
RELATING TO THE LEASED PREMISES OR THE USE, NON-USE, OCCUPANCY, CONDITION,
DESIGN, CONSTRUCTION, MAINTENANCE, REPAIR, OR REBUILDING OF THE LEASED PREMISES,
INCLUDING BUT NOT LIMITED TO THOSE ARISING FROM OR RELATING TO: (I) ANY INJURY
TO OR DEATH OF ANY PERSON OR PERSONS OR ANY LOSS OF OR DAMAGE TO ANY PROPERTY,
REAL OR PERSONAL, IN ANY MANNER ARISING THEREFROM CONNECTED THEREWITH OR
OCCURRING THEREON, WHETHER OR NOT LANDLORD HAS OR SHOULD HAVE KNOWLEDGE OR
NOTICE OF THE DEFECT OR CONDITIONS, IF ANY, CAUSING OR CONTRIBUTING TO SAID
INJURY, DEATH, LOSS, DAMAGE OR OTHER CLAIM AND REGARDLESS OF THE NEGLIGENCE OF
THE LANDLORD OR ANY OF ITS AGENTS, OFFICERS, DIRECTORS, PARTNERS, SHAREHOLDERS,
MANGERS, MEMBERS, CONTRACTORS OR EMPLOYEES; (II) ANY CONTEST REFERRED TO IN
PARAGRAPH 18 HEREOF; (III) ANY ENVIRONMENTAL CLAIMS (AS HEREINAFTER DEFINED),
AND (IV) ANY BREACH OF TENANT'S REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS
LEASE. IN CASE ANY ACTION OR PROCEEDING IS BROUGHT AGAINST ONE OR MORE OF THE
INDEMNIFIED PARTIES BY REASON OF ANY SUCH CLAIM AGAINST WHICH TENANT HAS AGREED
TO DEFEND, PAY, PROTECT, INDEMNIFY, SAVE AND HOLD HARMLESS PURSUANT TO THE
PRECEDING SENTENCE, TENANT COVENANTS UPON NOTICE FROM SUCH INDEMNIFIED PARTY(S)
TO RESIST OR DEFEND SUCH INDEMNIFIED PARTY(S) IN SUCH ACTION, WITH THE EXPENSES
OF SUCH DEFENSE PAID BY TENANT, AND SUCH INDEMNIFIED PARTY(S) WILL COOPERATE AND
ASSIST IN THE DEFENSE OF SUCH ACTION OR PROCEEDING IF REASONABLY REQUESTED SO TO
DO BY TENANT.

            b.    The obligations of Tenant under this Paragraph 10 and all
other indemnification obligations of Tenant contained elsewhere in this Lease
shall be cumulative and shall survive the expiration or any termination of this
Lease.

      11.   Maintenance and Repairs.

            a.    Except for any Alterations that Tenant is permitted to make
pursuant to this Lease, Tenant shall at all times, including but not limited to
any Requisition period, put, keep, and maintain the Leased Premises (including,
without limitation, the roof, landscaping, walls, footings, foundations, and
other structural components of the Leased Premises) and the Equipment in the
same condition and order of repair as exists as of the date of this Lease,
except for ordinary wear and tear, and shall promptly make all repairs and
replacements of every kind and nature (including but not limited to those
"capital" in nature or structural), whether foreseen or unforeseen, which may be
required to be made upon or in connection with the Leased Premises in order to
keep and maintain the Leased Premises in the order and condition required by
this Paragraph 11a. Tenant shall do or cause others to do all shoring of the
Leased Premises or of foundations and walls of the Improvements and every other
act necessary or appropriate for preservation and safety thereof, by reason of
or in connection with any excavation or other building operation upon any of the
Leased Premises, whether or not Landlord shall, by reason of any Legal
Requirements or Insurance Requirements, be required to take such action or be
liable for failure to do so. Landlord shall not be required to make any repair
or replacement, whether foreseen or unforeseen, or to maintain any of the Leased
Premises or Adjoining Property in any way, and Tenant hereby expressly waives
the right to make or perform maintenance repairs or replacements at the expense
of the Landlord, which right may be provided for in any Legal Requirement now or
hereafter in effect. Nothing in the preceding sentence shall be deemed to
preclude Tenant from being entitled to insurance proceeds or condemnation awards
for

<PAGE>
Restoration pursuant to Paragraphs 13(c) and 14(g) of this Lease. Tenant shall,
in all events, make or perform all maintenance repairs and replacements for
which it is responsible hereunder promptly, and all such replacements repairs
and maintenance shall be in a good, proper and workmanlike manner and of equal
or better quality than the original.

            b.    In the event that any Improvement shall violate any Legal
Requirements or Insurance Requirements and as a result of such violation
enforcement action is threatened or commenced against Tenant or with respect to
the Leased Premises, then Tenant at its sole cost and expense, at the request of
Landlord, shall either (i) obtain valid and effective waivers or settlements of
all claims, liabilities and damages resulting from each such violation, whether
or not the same shall affect Landlord, Tenant, the Leased Premises or all or any
of them, or (ii) take such action as shall be necessary to remove such
violation, including, if necessary, any Alteration. Any such repair or
Alteration shall be made at Tenant's sole cost and expense in conformity with
the provisions of Paragraph 12 of this Lease.

            c.    If Tenant shall be in default under any of the provisions of
this Paragraph 11, Landlord may (but shall not be obligated) after fifteen (15)
days written notice given to Tenant and failure of Tenant to commence to cure
during said period, but without notice in the event of an emergency, do whatever
is necessary to cure such default as may be appropriate under the circumstances
for the account of and at the expense of Tenant. In the event of an emergency
Landlord may notify Tenant of the situation by phone or other available
communication. All reasonable sums so paid by Landlord and all reasonable costs
and expenses (including, without limitation, attorneys' fees and expenses) so
incurred, together with interest thereon at the Default Rate from the date of
payment or incurring the expense, shall constitute Additional Rent payable by
Tenant under this Lease and shall be paid by Tenant to Landlord on demand.

            d.    Tenant, at its sole cost and expense, shall from time to time
replace with new equipment or parts which are the same quality or better than
that which is being replaced (the "REPLACEMENT EQUIPMENT") any of the Equipment
(the "REPLACED EQUIPMENT") which shall have become worn out or unusable for the
purpose for which it is intended, been taken by a Condemnation as provided in
Paragraph 13, or been lost, stolen, damaged or destroyed. Tenant promptly shall
repair at its sole cost and expense all damage to the Leased Premises caused by
the removal of Equipment or Replaced Equipment or other personal property of
Tenant or the installation of Replacement Equipment. All Replacement Equipment
shall become the property of Landlord, shall be free and clear of all liens,
claims, encumbrances, charges and rights of others and shall become a part of
the Equipment as if originally demised herein.

            e.    Notwithstanding the foregoing provisions of Section 11, Tenant
shall not be required to undertake replacement of the roof, exterior walls,
footings, or foundations of the Leased Premises during the last ten (10) months
of the Term or the Renewal Term(s), as the case may be, provided that Tenant
shall be required to replace same if replacement is attributable in whole or in
part to: (i) the negligence or willful acts or other fault of Tenant or anyone
holding any or all of the Leased Premises through or under Tenant, or any of
their respective agents, employees, contractors or invitees, or (ii) Tenant's
breach of this Lease (including, but not

<PAGE>
limited to, Tenant's deferral or other failure to perform maintenance, repairs
and replacements as and when required by this Lease).

            f.    Landlord shall have no obligations whatsoever for repairs,
replacements (including, but not limited to, those replacements, which but for
Paragraph 11 e. hereof, Tenant would be required to make) or maintenance of the
Leased Premises.

      12.   Alterations.

            a.    Tenant shall not make Alterations which would (after the
completion thereof) impair the structural integrity of the Leased Premises or
adversely affect the systems of the building(s) that are part of the Leased
Premises, without Landlord's written consent, which consent Landlord agrees not
unreasonably to withhold or delay. Tenant may make any other Alterations without
the prior written consent of the Landlord provided such Alterations comply with
all of the provisions of the following sentence.

            b.    In the event that Landlord gives its prior written consent to
any Alterations, or if such consent is not required, Tenant agrees that in
connection with any Alteration: (i) the fair market value of the Leased Premises
shall not be lessened in any material respect after the completion of any such
Alteration, or its structural integrity impaired or its systems adversely
affected; (ii) the Alteration and any Alteration theretofore made or thereafter
to be made shall not in the aggregate reduce the gross floor area of the
Improvements; (iii) all such Alterations shall be performed in a good and
workmanlike manner using new materials of a quality at least equal to the
quality of the original Improvements, and shall be expeditiously completed in
compliance with all Legal Requirements; (iv) all work done in connection with
any such Alteration shall comply with all Insurance Requirements; (v) Tenant
shall promptly pay all costs and expenses of any such Alteration, and shall
(subject to the provisions of Paragraph 18 hereof) discharge all liens filed
against any of the Leased Premises arising out of the same; (vi) Tenant shall
procure and pay for all permits and licenses required in connection with any
such Alteration; (vii) all such Alterations shall be the property of Landlord
and shall be subject to this Lease; and (viii) any Alteration which involves the
building systems, roof, foundations, footing or other or structural elements of
the Improvements, or the estimated cost of which in any one instance exceeds
Fifty Thousand Dollars ($50,000.00), shall be made under the supervision of an
experienced, licensed architect or engineer and in accordance with plans and
specifications which shall be submitted to Landlord (for informational purposes
only) prior to the commencement of the Alterations.

      13.   Condemnation.

            a.    Tenant, promptly after obtaining knowledge of the institution
of any proceeding for Condemnation, shall notify Landlord thereof and Landlord
shall be entitled to participate in any Condemnation proceeding. Landlord,
promptly after obtaining knowledge of the institution of any proceeding for
Condemnation, shall notify Tenant thereof and Tenant shall have the right to
participate in such proceedings. Subject to the provisions of this Paragraph 13
and Paragraph 15, Tenant hereby irrevocably assigns to Lender or to Landlord, in
that order, any

<PAGE>
award or payment in respect of any Condemnation of all or any part of the Leased
Premises, except that nothing in this Lease shall be deemed to assign to
Landlord or Lender any award or payment on account of the Trade Fixtures, moving
expenses and out-of-pocket expenses incidental to the move, if available, to the
extent Tenant shall have a right to make a separate claim therefor against the
condemner, it being agreed, however, that Tenant shall in no event be entitled
to any payment that reduces the award to which Landlord is or would be entitled
for the condemnation of all or any part of the Leased Premises. Notwithstanding
the foregoing, Tenant shall be entitled to any award or payment on account of
Tenant's leasehold interest under this Lease only in the event of a Condemnation
described in Paragraph 13(b)(i)(A) and then only to the extent that when such
award, added to all other awards to which Tenant is entitled hereunder, is
subtracted from the entire award in respect to all interests in the Leased
Premises, the remainder exceeds the total of the amount set forth on Exhibit C
attached hereto and made a part hereof plus the Additions to Purchase Price (as
hereinafter defined).

            b.    (i)   (A)   If (I) the entire Leased Premises or (II) at least
fifteen percent (15%) of the applicable Land or the building(s) constructed on
the Land or any means of ingress, egress, or access to the Leased Premises, the
loss of which even after Restoration would, in Tenant's reasonable business
judgment based on the effect of the Condemnation only, and not on the efficacy
of Tenant's business in the Leased Premises prior to the Condemnation or any
other factor, be substantially and materially adverse to the business operations
of Tenant at the Leased Premises, shall be subject of a Taking by a duly
constituted authority or agency having jurisdiction, then Tenant may, not later
than ninety (90) days after such Taking has occurred, serve notice ("TENANT'S
TERMINATION NOTICE") upon Landlord of Tenant's intention to terminate this Lease
on any Basic Rent Payment Date specified in such Tenant's Termination Notice,
which date (the "TERMINATION DATE") shall be no sooner than the first Basic Rent
Payment Date occurring at least one hundred eighty (180) days after the date of
such Tenant's Termination Notice.

                        (B)   In the event that during the Initial Term or the
      first Renewal Term, Tenant shall serve a Tenant's Termination Notice upon
      Landlord, Tenant shall, as part of such Tenant's Termination Notice offer
      (which offer may be accepted by Landlord only with Lender's consent as set
      forth below in Paragraph 13(b)(i)(E) if the Leased Premises are then
      subject to a Mortgage) to purchase the Leased Premises and the award (or
      if no part of the Leased Premises shall remain, the entire award) for the
      applicable price (the "PURCHASE PRICE") computed in accordance with the
      schedule annexed hereto and marked Exhibit C plus all other amounts which
      may have accrued and be owing to Lender or Landlord under this Lease (such
      amounts being hereinafter collectively referred to as the "ADDITIONS TO
      PURCHASE PRICE").

                        (C)   If Landlord and Lender shall elect to reject
      Tenant's offer to purchase, Landlord shall give notice thereof to Tenant
      within thirty (30) days after the giving of Tenant's Termination Notice.
      Should said notices of Landlord and Lender rejecting Tenant's offer to
      purchase not be served within said period of sixty (60) days, then and in
      that event, the said offer shall be deemed rejected.

<PAGE>
                        (D)   Should an offer to purchase be rejected by
      Landlord and Lender, this Lease shall be terminated as above provided and
      the entire award made in the Condemnation proceeding with respect to the
      Leased Premises shall be paid to Lender or to Landlord in that order.

                        (E)   Landlord's notice to accept Tenant's offer to
      purchase shall be void and of no effect unless accompanied by the written
      notice of Lender (if the Leased Premises are then subject to a Mortgage)
      to the effect that Lender also elects to accept Tenant's offer to
      purchase.

                  (ii)  In the event that Landlord and Lender shall accept
      Tenant's offer to purchase, title shall close and the Purchase Price and
      Additions to Purchase Price shall be paid as hereinafter provided and in
      such event Tenant shall be entitled to and shall receive any and all
      awards with respect to the Leased Premises then or thereafter made in the
      Condemnation proceeding and Landlord shall assign (or in case of any award
      previously made, deliver to Tenant on the Closing Date) such award as may
      be made with respect to the Leased Premises. In the event Landlord and
      Lender shall accept Tenant's offer to purchase with respect to the Leased
      Premises, title shall close thirty (30) days after the Termination Date
      hereinbefore defined (the "CLOSING DATE"), at noon at the local office of
      Landlord's counsel, or at such other time and place as the parties hereto
      may agree upon, this Lease shall be automatically extended to and
      including the Closing Date (or, if applicable, the extended Closing Date
      hereinafter described) and Tenant shall pay the Purchase Price and
      Additions to Purchase Price by transferring immediately available funds to
      such account or accounts and in such bank or banks as Lender or Landlord,
      in that order, shall designate, upon delivery to Tenant of a deed (of the
      same type pursuant to which the Leased Premises were conveyed to Landlord)
      conveying the portion of the Leased Premises, if any, remaining after the
      Taking and all other required documents including an assignment of any
      award in connection with the taking of the Leased Premises. Such deed
      shall convey title, free from encumbrances other than (A) Permitted
      Encumbrances, (B) liens or encumbrances created or suffered by Tenant or
      arising from or relating to the failure of Tenant to observe or perform
      any of the terms, covenants or agreements herein provided to be observed
      and performed by Tenant, (C) any installments of Impositions then
      affecting the Leased Premises, (D) this Lease, (E) the Taking and (F) any
      other matters as to which Tenant has consented. The Purchase Price and
      Additions to Purchase Price payable as hereinabove provided shall be
      charged or credited, as the case may be, on the Closing Date, to reflect
      adjustments of Basic Rent paid or payable to and including the Closing
      Date, apportioned as of the Closing Date. Tenant shall pay all closing
      costs and expenses in connection with the purchase, including but not
      limited to escrow costs, any costs of title insurance, and all conveyance,
      transfer, sales and like taxes in connection with the purchase, regardless
      of who is required to pay such taxes under State or local law or custom
      (and Tenant shall also pay to Landlord any amount necessary to yield to
      Landlord a net amount equal to the entire Purchase Price and Additions to
      Purchase Price if as a matter of the Law of the State or locality such tax
      cannot be paid directly by Tenant). If there be any liens or encumbrances
      against the Leased Premises which Landlord is obligated to remove, upon
      request made a reasonable time before the Closing Date, Landlord shall
      provide at the

<PAGE>
      Closing separate funds for the foregoing, payable to the holder of such
      lien or encumbrances.

                  (iii) IF TENANT PURCHASES THE LEASED PREMISES PURSUANT TO THIS
      PARAGRAPH 13b, LANDLORD WILL SELL AND TRANSFER THE LEASED PREMISES, AND
      TENANT WILL PURCHASE AND TAKE THE LEASED PREMISES "AS IS", AND TENANT
      ACKNOWLEDGES THAT LANDLORD (WHETHER ACTING AS SELLER HEREUNDER OR IN ANY
      OTHER CAPACITY) WILL NOT MAKE, NOR SHALL LANDLORD BE DEEMED TO HAVE MADE,
      ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF
      THE LEASED PREMISES, INCLUDING ANY WARRANTY OR REPRESENTATION AS TO ITS
      FITNESS FOR ANY USE OR PURPOSE, DESIGN OR CONDITION FOR ANY PARTICULAR USE
      OR PURPOSE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN,
      LATENT OR PATENT, AS TO LANDLORD'S TITLE THERETO, OR AS TO VALUE,
      COMPLIANCE WITH LEGAL REQUIREMENTS, INSURANCE REQUIREMENTS SPECIFICATIONS,
      LOCATION, USE, CONDITION, MERCHANTABILITY, QUALITY, DESCRIPTION,
      DURABILITY OR OPERATION, IT BEING AGREED THAT ALL RISKS INCIDENT TO ALL OF
      THESE MATTERS ARE TO BE BORNE BY TENANT (AS PURCHASER). TENANT
      ACKNOWLEDGES THAT THE LEASED PREMISES ARE OF ITS SELECTION AND THAT THE
      LEASED PREMISES AND ALL COMPONENTS THEREOF HAVE BEEN DEVELOPED, DESIGNED,
      SPECIFIED AND CONSTRUCTED BY AN AFFILIATE OF TENANT AT TENANT'S REQUEST
      AND HAVE BEEN INSPECTED BY TENANT AND WILL DURING THE TERM OF THE LEASE BE
      MAINTAINED AND REPAIRED (AND WHEN NECESSARY, REPLACED) BY TENANT. IN THE
      EVENT OF ANY DEFECT OR DEFICIENCY IN ANY OF THE LEASED PREMISES OF ANY
      NATURE, WHETHER PATENT OR LATENT, LANDLORD SHALL NOT HAVE ANY
      RESPONSIBILITY OR LIABILITY WITH RESPECT THERETO OR FOR ANY INCIDENTAL,
      CONSEQUENTIAL OR OTHER DAMAGES (INCLUDING STRICT LIABILITY IN TORT). THE
      PROVISIONS OF THIS PARAGRAPH 3b(iii) HAVE BEEN NEGOTIATED, AND THE
      FOREGOING PROVISIONS ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION
      OF ANY REPRESENTATIONS OR WARRANTIES BY LANDLORD, EXPRESS OR IMPLIED, WITH
      RESPECT TO ANY OF THE LEASED PREMISES, ARISING PURSUANT TO THE UNIFORM
      COMMERCIAL CODE AS ADOPTED BY THE STATE OR ANY OTHER LAW OR REGULATION NOW
      OR HEREAFTER IN EFFECT OR OTHERWISE.

                  (iv)  In the event that after the first Renewal Term, Tenant
      shall serve a Tenant's Termination Notice upon Landlord, this Lease and
      the Term hereof shall terminate on the Termination Date specified in the
      Termination Notice; and in such event the entire award to the made in the
      Condemnation proceeding shall be paid to Lender or to Landlord, in that
      order.

<PAGE>
            c.    (i)   In the event of a Condemnation of any part of the Leased
Premises which does not result in a Termination of this Lease, subject to the
requirements of Paragraph 15, the Net Award of such Condemnation shall be
retained by Landlord subject to the provisions of (c)(ii) below; and promptly
after such Condemnation, Tenant shall commence and diligently continue to
restore the Leased Premises as nearly as possible to its value, condition and
character immediately prior to such Condemnation, in accordance with the
provisions of this Lease, including but not limited to the provisions of
Paragraphs 11 (a), 12 and 15 (such restoration following a Condemnation and
restoration following a casualty is, as the context shall require, herein called
a "RESTORATION").

                  (ii)  Upon the payment to Landlord of the Net Award of a
Taking which falls within the provisions of this Paragraph 13(c), Landlord and
Lender shall, to the extent received, make that portion of the Net Award equal
to the cost of Restoration (the "RESTORATION AWARD") available to Tenant for
Restoration, in accordance with the provisions of Paragraph 15, and promptly
after completion of the Restoration, the balance of the Net Award shall be
retained by Landlord (or if required by Lender, applied to reduce the
outstanding principal balance of any Note or Notes secured by a Mortgage), and
all Basic Rent, Additional Rent and other sums payable hereunder shall continue
unabated and unreduced.

                  (iii) In the event of a Requisition of the Leased Premises,
Landlord shall apply the Net Award of such Requisition, to the extent available,
to the installments of Basic Rent, Additional Rent or other sums payable by
Tenant hereunder thereafter payable and Tenant shall pay any balance remaining
thereafter. Upon the expiration of the Term, any portion of such Net Award which
shall not have been previously credited to Tenant on account of the Basic Rent
and Additional Rent shall be retained by Landlord.

            d.    Except with respect to an award or payment to which Tenant is
entitled pursuant to the provisions of Paragraph 13(a), 13(b) and 13(c), no
agreement with any condemner in settlement of or under threat of any
Condemnation shall be made by Tenant without the written consent of Landlord,
and of Lender, if the Leased Premises are then subject to a Mortgage, which
consent shall not be unreasonably withheld or delayed.

      14.   Insurance.

            a.    Tenant shall maintain at its sole cost and expense the
following insurance on the Leased Premises:

                  (i)   Insurance against loss or damage to the Improvements and
      Equipment under a fire and broad form of all risk extended coverage
      insurance policy (which shall include flood insurance if the Leased
      Premises is located within a flood hazard area and which shall include
      earthquake insurance if the Leased Premises is located in an area where
      earthquake insurance is customarily maintained for similar commercial
      properties). Such insurance shall be in amounts sufficient to prevent
      Landlord or Tenant from becoming a co-insurer under the applicable
      policies, and in any event in amounts not less than the full replacement
      cost of the Improvements and

<PAGE>
      Equipment (including but not limited to the cost of demolition of the
      damaged Improvements and the cost associated with changes in Legal
      Requirements, but excluding footings and foundations and other parts of
      the Improvements which are not insurable) as determined from time to time
      at Lender's request but not more frequently than once in any 12-month
      period, by agreement of Landlord, Lender, and Tenant, or if not so agreed,
      at Tenant's expense, by the insurer or insurers or by an appraiser
      approved by Landlord. Such insurance policies may contain commercially
      reasonable exclusions and deductible amounts as such amounts are
      determined by Landlord and Lender.

                  (ii)  Commercial general liability insurance (including
      contractual indemnity) against claims for bodily injury, death or property
      damage occurring on, in or about the Leased Premises, which insurance
      shall be written on a so-called "occurrence basis," and shall provide
      minimum protection with a combined single limit in an amount not less than
      Two Million Dollars ($2,000,000.00) and excess liability coverage of Ten
      Million Dollars ($10,000,000.00) (or in each case in such increased limits
      from time to time to reflect declines in the purchasing power of the
      dollar as Landlord may reasonably request).

                  (iii) Worker's compensation insurance covering all persons
      employed by Tenant on the Leased Premises in connection with any work done
      on or about any of the Leased Premises for which claims for death or
      bodily injury could be asserted against Landlord, Tenant or the Leased
      Premises.

                  (iv)  During periods of war or national emergency, war risk
      insurance in an amount not less than the actual replacement cost of the
      Improvements and Equipment (excluding footings and foundations and other
      parts of the Improvements which are not insurable), when and to the extent
      obtainable from the United States Government or an agency thereof at
      reasonable cost.

                  (v)   Insurance against loss or damage from explosion of any
      steam or pressure boilers or similar apparatus located in or about the
      Improvements in an amount not less than the full replacement cost of the
      Improvements and Equipment (including but not limited to the cost of
      demolition of the damaged Improvements and the cost associated with
      changes in Legal Requirements, but excluding footings and foundations and
      other parts of the Improvements which are not insurable).

                  (vi)  Business interruption insurance in an amount equal to at
      least one (1) year's Basic Rent.

                  (vii) Such additional and/or other insurance with respect to
      the Improvements located on the Leased Premises and in such amounts as at
      the time is customarily carried by prudent owners or tenants with respect
      to improvements similar in character, location and use and occupancy to
      the Improvements located on the Leased Premises.

<PAGE>
            b.    The insurance required by Paragraph 14(a) shall be written by
companies having a claims paying ability rating by Standard & Poors of not less
than A-, and all such companies shall be authorized to do an insurance business
in the State, or otherwise agreed to by Landlord and Lender. The insurance
policies (i) shall be in amounts sufficient at all times to satisfy any
coinsurance requirements thereof, and (ii) shall (except for the worker's
compensation insurance referred to in Paragraph 14(a)(iii) hereof) name
Landlord, Tenant, and any Lender as additional insured parties, as their
respective interests may appear, (iii) shall be for a term of not less than
twelve (12) months, (iv) shall be primary and non-contributory; (v) shall insure
all Tenant's indemnities given in this Lease, and (vi) shall contain a
cross-liability endorsement. No insurance maintained or required to be
maintained by Tenant hereunder or otherwise shall limit Tenant's indemnification
obligations under Paragraph 10 or any other provision of this Lease. If said
insurance or any part thereof shall expire, be withdrawn, become void by breach
of any condition thereof by Tenant or become void or unsafe by reason of the
failure or impairment of the capital of any insurer, Tenant shall immediately
obtain new or additional insurance reasonably satisfactory to Landlord and
Lender.

            c.    Each insurance policy referred to in clauses (i), (iv), (v),
(and (vi) if requested by Lender) of Paragraph 14(a), shall contain a mortgagee
loss payee clause and standard non-contributory mortgagee clauses in favor of
any Lender which holds a Mortgage on the Leased Premises. Each policy shall
provide that it may not expire or be canceled or materially modified as to
coverage or otherwise except after thirty (30) days prior written notice to
Landlord and any Lender. Each policy shall also provide that any losses
otherwise payable thereunder shall be payable notwithstanding (i) any act or
omission of Landlord or Tenant which might, absent such provision, result in a
forfeiture of all or a part of such insurance payment, (ii) the occupation or
use of any of the Leased Premises for purposes more hazardous than permitted by
the provisions of such policy, (iii) any foreclosure or other action or
proceeding taken by any Lender pursuant to any provision of the Mortgage upon
the happening of an event of default thereunder, or (iv) any change in title or
ownership or occupancy of the Leased Premises.

            d.    Tenant shall pay as they become due all premiums for the
insurance required by this Paragraph 14, shall renew or replace each policy, and
shall deliver to Landlord and Lender a certificate or other evidence (reasonably
satisfactory to Lender and Landlord) of the existing policy and such renewal or
replacement policy at least thirty (30) days prior to the expiration date of
each policy. Tenant shall also provide to Landlord true and correct copies of
each such policy promptly after Landlord's request therefor. Each such policy
shall provide that it shall not expire until the Landlord and the Lender shall
receive a notice from the insurer to the effect that a policy will expire on a
date which shall be thirty (30) days following the date of the receipt by
Landlord and Lender of such notice. In the event of Tenant's failure to comply
with any of the foregoing requirements of this Paragraph 14 within five (5)
business days of the giving of written notice by Landlord to Tenant, Landlord
shall be entitled (but not obligated) to procure such insurance. Any sums
expended by Landlord in procuring such insurance shall be Additional Rent and
shall be repaid by Tenant, together with interest thereon at the Default Rate,
from the time of payment by Landlord until fully paid by Tenant immediately upon
written demand therefor by Landlord.

<PAGE>
            e.    Anything in this Paragraph 14 to the contrary notwithstanding,
any insurance which Tenant is required to obtain pursuant to Paragraph 14(a) may
be carried under a "blanket" policy or policies covering other properties or
liabilities of Tenant, provided that such "blanket" policy or policies otherwise
comply with the provisions of this Paragraph 14 and do not reduce or otherwise
adversely affect coverage of the Leased Premises. In the event any such
insurance is carried under a blanket policy, Tenant shall deliver to Landlord
and Lender evidence of the issuance and effectiveness of the policy, the amount
and character of the coverage with respect to the Leased Premises and the
presence in the policy of provisions of the character required in the above
sections of this Paragraph 14.

            f.    In the event of any casualty loss exceeding Twenty Five
Thousand Dollars ($25,000.00), Tenant shall give Landlord immediate written
notice thereof. Tenant shall adjust, collect and compromise any and all claims,
with the consent of Lender and Landlord, not to be unreasonably withheld or
delayed, and Landlord and Lender shall have the right to join with Tenant
therein. If the estimated cost of Restoration or repair shall be One Hundred
Thousand Dollars ($100,000.00) or less, all proceeds of any insurance required
under clauses (i), (iv), and (v) (and (vi) if requested by Lender) of Paragraph
14(a) hereof shall be payable to Tenant, provided that Tenant is not in default
hereunder and that Tenant (or the guarantor of the Tenant's obligations under
this Lease) at such time shall have a tangible net worth of not less than One
Hundred Million Dollars ($100,000,000.00) as determined in accordance with
generally accepted accounting principles, consistently applied, and in all other
events to a Trustee which shall be a federally insured bank or other financial
institution, selected by Landlord and Tenant and reasonably satisfactory to
Lender (the "TRUSTEE"). If the Leased Premises shall be covered by a Mortgage,
Lender, if it so desires, shall be the Trustee. Each insurer is hereby
authorized and directed to make payment under said policies directly to such
Trustee instead of to Landlord and Tenant jointly; and Tenant and Landlord each
hereby appoints such Trustee as its attorney-in-fact to endorse any draft
therefor for the purposes set forth in this Lease after approval by Tenant of
such Trustee, if Trustee is other than Lender. Except as stated in Paragraph
14(g) below, in the event of any casualty (whether or not insured against)
resulting in damage to or depreciation of the Leased Premises or any part
thereof, the Term shall nevertheless continue and there shall be no abatement or
reduction of Basic Rent, Additional Rent or any other sums payable by Tenant
hereunder. The Net Proceeds of such insurance payment shall be retained by the
Trustee and, promptly after such casualty, Tenant, as required in accordance
with Paragraphs 11(a) and 12, shall commence and diligently continue to perform
the Restoration to the Leased Premises. Upon payment to the Trustee of such Net
Proceeds, the Trustee shall, to the extent available, make the Net Proceeds
available to Tenant for Restoration, in accordance with the provisions of
Paragraph 15. Tenant shall at its sole cost and expense, whether or not the Net
Proceeds are sufficient for the purpose, promptly repair or replace the
Improvements and Equipment in accordance with the provisions of Paragraph 11(a)
and the Net Proceeds of such loss shall thereupon be payable to Tenant, subject
to the provisions of Paragraph 15 hereof. In the event that any damage or
destruction shall occur at such time as Tenant shall not have maintained
third-party insurance in accordance with Paragraph 14(a)(i),(iv),(v) or (vi),
Tenant shall pay to the Trustee promptly after the occurrence of such damage or
destruction the amount of the proceeds that would have been payable had such
insurance program been in effect (the "TENANT INSURANCE PAYMENT").

<PAGE>
            g.    Notwithstanding anything to the contrary contained herein, if
at any time from and after the first thirty six (36) months of the first Renewal
Term all or substantially all of the Leased Premises are damaged or destroyed by
fire or other casualty which, in the Tenant's reasonable judgment renders the
Leased Premises unsuitable for Restoration to allow continued use and occupancy
by the Tenant, then Tenant may elect to terminate this Lease by written notice
to Landlord and Lender, but only if such election is made within ninety (90)
days of the casualty. If Tenant timely elects to terminate this Lease under this
Paragraph 14g, then this Lease shall terminate, and Tenant shall assign and
deliver all insurance proceeds to the Landlord and shall pay to Landlord the
amount of any deductibles.

      15.   Restoration. Net Proceeds, Restoration Award and Tenant Insurance
Payment (the aggregate of which being herein defined as the "RESTORATION FUND")
shall be disbursed by the Trustee in accordance with the following conditions:

            a.    If the cost of Restoration will exceed $100,000.00, prior to
commencement of the Restoration, the architects, general contractor(s), and
plans and specifications for the Restoration shall be approved by Landlord,
which approval shall not be unreasonably withheld or delayed; and which approval
shall be granted to the extent that the plans and specifications depict a
Restoration which is substantially similar to the Improvements and Equipment
which existed prior to the occurrence of the Casualty or Taking, whichever is
applicable.

            b.    At the time of any disbursement, no Event of Default shall
exist and no mechanics' or materialmen's liens shall have been filed and remain
undischarged or unbonded, subject to the provisions of Paragraph 18 hereof.

            c.    Disbursements shall be made from time to time in an amount not
exceeding the direct hard and direct soft cost of the Work and costs incurred
since the last disbursement upon receipt of (1) satisfactory evidence, including
architects' certificates of the stage of completion, of the estimated cost of
completion and of performance of the Work to date in a good and workmanlike
manner in accordance with the contracts, plans and specifications and with all
Insurance Requirements and Legal Requirements, (2) partial releases of liens,
and (3) other reasonable evidence of cost and payment so that Landlord can
verify that the amounts disbursed from time to time are represented by work that
is completed in place or delivered to the site and free and clear of mechanics'
lien claims and (4) satisfactory evidence that the undisbursed funds are
sufficient to complete the remaining Work.

            d.    Each request for disbursement shall be accompanied by a
certificate of Tenant describing the Work for which payment is requested,
stating the cost incurred in connection therewith and stating that Tenant has
not previously received payment for such Work, and the certificate to be
delivered by Tenant upon completion of the Work shall, in addition, state that
the Work has been substantially completed and complies with all Legal
Requirements, Insurance Requirements approved plans and specificiations and the
applicable requirements of this Lease.

<PAGE>
            e.    The Trustee may retain ten percent (10%) of the Restoration
Fund until thirty (30) days after the Restoration is substantially complete and
all governmental approvals are issued.

            f.    The Restoration Fund shall be kept in a separate
interest-bearing federally insured account by the Trustee or by Lender.

            g.    At all times the undisbursed balance of the Restoration Fund
held by Trustee plus any funds contributed thereto by Tenant, at its option,
shall be not less than the cost of completing the Restoration, free and clear of
all liens.

            h.    In addition, prior to commencement of Restoration and at any
time during Restoration, if the estimated cost of Restoration, as reasonably
determined by Landlord, exceeds the amount of the Net Proceeds, the Restoration
Award and Tenant Insurance Payment available for such Restoration, the amount of
such excess shall be paid by Tenant to the Trustee to be added to the
Restoration Fund or Tenant shall fund at its own expense the costs of such
Restoration until the remaining Restoration Fund is sufficient for the
completion of the Restoration. Any sum in the Restoration Fund which remains in
the Restoration Fund upon the completion of Restoration and disbursement of
funds (to the extent available) to Tenant covering the cost of the Work, and
return to Tenant of any unused funds which were added to the Restoration Fund by
Tenant, shall be paid to Landlord. For purposes of determining the source of
funds with respect to the disposition of funds remaining after the completion of
Restoration, the Net Proceeds or the Restoration Award shall be deemed to be
disbursed prior to any amount added by Tenant.

      16.   Subordination to Financing.

            a.    (i)   Subject to the provisions of Paragraph 16 (a)(ii), and
subject to the execution and timely delivery to Tenant by Lender of an
instrument in accordance with Paragraph 16(d), Tenant agrees that this Lease
shall at all times be subject and subordinate to the lien of any Mortgage, and
Tenant agrees, upon demand, without cost, to execute instruments as may be
required to further effectuate or confirm such subordination.

                  (ii)  Except as expressly provided in this Lease by reason of
the occurrence of an Event of Default, Tenant's tenancy and Tenant's rights
under this Lease shall not be disturbed, terminated, or otherwise adversely
affected, nor shall this Lease be affected, by any default under any Mortgage,
and in the event of a foreclosure or other enforcement of any Mortgage, or sale
in lieu thereof, the purchaser at such foreclosure sale shall be bound to
Tenant, subject to the provisions of Paragraph 25 hereof, for the Term of this
Lease and any Renewal Term, the rights of Tenant under this Lease shall
expressly survive, and this Lease shall in all respects continue in full force
and effect so long as no Event of Default has occurred and is continuing. Tenant
shall not be named as a party defendant in any such foreclosure suit, except as
may be required by law. Any Mortgage to which this Lease is now or hereafter
subordinate shall provide, in effect, that during the time this Lease is in
force insurance proceeds and

<PAGE>
Restoration Award shall be permitted to be used for Restoration in accordance
with the provisions of this Lease.

            b.    Notwithstanding the provisions of Paragraph 16(a), the holder
of any Mortgage to which this Lease is subject and subordinate shall have the
right, at its sole option, at any time, to subordinate and subject the Mortgage,
in whole or in part, to this Lease by recording a unilateral declaration to such
effect, provided that such holder shall have agreed that during the time this
Lease is in force, insurance proceeds and Restoration Award shall be permitted
to be used for restoration in accordance with the provisions of this Lease.

            c.    At any time prior to the expiration of the Term, Tenant
agrees, at the election and upon demand of any owner of the Leased Premises, or
of a Lender who has granted non-disturbance to Tenant pursuant to Paragraph
16(a) above, to attorn, from time to time, to any such owner or Lender, upon the
terms and conditions of this Lease, for the remainder of the Term. The
provisions of this Paragraph 16(c) shall inure to the benefit of any such owner
or Lender, shall apply notwithstanding that, as a matter of law, this Lease may
terminate upon the foreclosure of the Mortgage, shall be self-operative upon any
such demand, and no further instrument shall be required to give effect to said
provisions.

            d.    Each of Tenant, any owner and Lender, however, upon demand of
the other, hereby agrees to execute, from time to time, instruments in
confirmation of the foregoing provisions of Paragraphs 16(a) and 16(c)
reasonably satisfactory to the requesting party acknowledging such
subordination, non-disturbance and attornment as are provided in such
subsections, to the extent applicable.

            e.    Upon Lender's request, Landlord, Tenant and Lender shall enter
into a "subordination, nondisturbance and attornment" pursuant to which Tenant
shall subordinate its leasehold interest in the Leased Premises to the lien of
the Mortgage, and shall agree to attorn to Lender or any purchaser at a
foreclosure sale, as successor landlord, if Lender or any purchaser at a
foreclosure sale succeeds to Landlord's interest in the Leased Premises,
provided that Tenant's tenancy will not be disturbed as long as no Event of
Default has occurred hereunder. Such agreement shall include certain terms and
conditions as customarily afforded to institutional lenders negotiating with
sophisticated landlords and tenants with respect to mortgage financing, intended
for the protection and benefit of the Lender, and its successors and assigns as
may succeed to the interest of Landlord under this Lease. Tenant hereby agrees
for the benefit of Lender that Tenant will not, (i) without in each case the
prior written consent of Lender, which shall not be unreasonably withheld,
conditioned or delayed, amend or modify this Lease (provided, however, Lender,
in Lender's sole discretion may withhold or condition its consent to any
amendment or modification which would or could (A) alter in any way the amount
or time for payment of any Basic Rent, Additional Rent or other sum payable
hereunder, (B) alter in any way the absolute and unconditional nature of
Tenant's obligations hereunder or materially diminish any such obligations, (C)
result in any termination hereof prior to the end of the Term, or (D) otherwise,
in Lender's reasonable judgment, affect the rights or obligations of Landlord or
Tenant hereunder), or enter into any agreement with Landlord so to do, (ii)
without the prior written consent of Lender which may be withheld in Lender's
sole discretion, cancel or

<PAGE>
surrender or seek to cancel or surrender this Lease or the Term hereof, or enter
into any agreement with Landlord to do so (the parties agreeing that the
foregoing shall not be construed to affect the rights or obligations of Tenant,
Landlord or Lender with respect to any termination permitted under the express
terms hereof in connection with an offer to purchase the Leased Premises
following certain events of condemnation as provided in Section 13 hereof), or
(iii) pay any installment of Basic Rent more than one (1) month in advance of
the due date thereof or otherwise than in the manner provided for in this Lease.

      17.   Assignment or Subleasing.

            a.    Notwithstanding anything contained in this Lease to the
contrary, Tenant may not assign hypothecate, pledge or otherwise transfer its
interest in this Lease without the prior written consent of Landlord, which may
be withheld in the sole and absolute discretion of Landlord, unless such
assignment is to a successor-by-merger or an entity controlling, controlled by
or under common control with Tenant. (For purposes of the preceding sentence,
the term "control" and the derivatives thereof means the ownership of more than
fifty percent (50%) of the equity interests in an entity.) Tenant may not
sublease the Demised Premises, in whole or in part, without the prior written
consent of Landlord, which may be withheld in Landlord's sole and absolute
discretion. For purposes of this Section 17 any transfer of 25% or more of the
ownership interest in Tenant, any change in the general partner of Tenant or
sale of all or substantially all of the assets of Tenant shall be deemed an
assignment requiring Landlord's consent

            b.    Each sublease of the Leased Premises or any part thereof shall
be subject and subordinate to the provisions of this Lease. In no event will any
sublease be construed as a direct lease or other obligation between Landlord and
any subtenant, provided, however, that notwithstanding the foregoing, Landlord
shall be named as a third party beneficiary of all subtenants' respective
obligations under all subleases. No assignment or sublease shall affect or
reduce any of the obligations of Tenant hereunder, and all such obligations
shall continue in full force and effect as obligations of a principal and not as
obligations of a guarantor, as if no assignment or sublease had been made, and
no assignment or sublease shall offset or reduce any of the obligations of the
Guarantor under the Guaranty. Notwithstanding any assignment or subletting
Tenant shall continue to remain primarily liable and responsible for the payment
of the Basic Rent and Additional Rent and the performance of all its other
obligations under this Lease, as and when required to be paid and performed
hereunder. No assignment or sublease shall impose any obligations on Landlord
under this Lease except as otherwise provided in this Lease. Tenant agrees that
in the case of an assignment of the Lease, Tenant shall, within fifteen (15)
days after the execution and delivery of any such assignment, deliver to
Landlord (i) a duplicate original of such assignment in recordable form and (ii)
an agreement executed and acknowledged by the assignee in recordable form (and
in a form acceptable to Landlord and Lender) wherein the assignee shall agree to
assume and agree to observe and perform all of the terms and provisions of this
Lease on the part of the Tenant to be observed and performed from and after the
date of such assignment. In the case of a sublease, Tenant shall, within fifteen
(15) days after the execution and delivery of such sublease, deliver to Landlord
a duplicate original of such sublease.

<PAGE>
            c.    Consent by Landlord to one or more assignments of this Lease
or to one or more sublettings of all or part of the Leased Premises shall not be
deemed to be a consent to any subsequent assignment or subletting. Any
assignment or subletting without Landlord's consent shall be void and, in
addition, shall constitute a breach of this Lease. Tenant shall reimburse
Landlord as additional rent the greater of: (i) $1,500; and, (ii) Landlord's
reasonable attorney's fees (not to exceed $2,500) and costs incurred in
conjunction with the processing and documentation of any such requested
assignment, subletting, transfer, change of ownership or hypothecation of this
Lease or Tenant's interest in and to the Leased Premises.

            d.    Upon the occurrence of an Event of Default under this Lease,
Landlord shall have the right to collect and enjoy all rents and other sums of
money payable under any sublease of any of the Leased Premises, and Tenant
hereby irrevocably and unconditionally assigns such rents and money to Landlord,
which assignment may be exercised upon and after (but not before) the occurrence
of an Event of Default.

      18.   Permitted Contests.

            a.    After prior written notice to Landlord and Lender, Tenant
shall not be required to (i) pay any Imposition, (ii) comply with any Legal
Requirement, (iii) discharge or remove any lien referred to in Paragraphs 9 or
12, or (iv) take any action with respect to any violation referred to in
Paragraph 11 (b), so long as Tenant shall contest, in good faith and at its sole
cost and expense, the existence, the amount or the validity thereof, the amount
of the damages caused thereby, or the extent of its or Landlord's liability
therefor, by appropriate proceedings which, as a condition to Tenant's right to
contest the same pursuant to this Paragraph 18, shall operate during the
pendency thereof to prevent (A) the collection of, or other realization upon,
the Imposition or lien so contested, (B) the sale, forfeiture or loss of any of
the Leased Premises, any Basic Rent or any Additional Rent to satisfy the same
or to pay any damages, fines or penalties caused by the violation of any such
Legal Requirement, (C) any interference with the use or occupancy of any of the
Leased Premises, (D) any interference with the payment of any Basic Rent or any
Additional Rent or other sums payable hereunder, and (E) the cancellation of any
fire or other insurance policy. If Tenant's consolidated tangible net worth (as
determined on a consolidated basis using generally accepted accounting
principles consistently applied) shall be less than One Hundred Million Dollars
($100,000,000.00) at the time of commencement of or at any time during any such
contest, Tenant shall provide to Landlord and Lender a bond of a surety
acceptable to Landlord and Lender in an amount satisfactory to Landlord and
Lender.

            b.    In no event shall Tenant pursue any contest with respect to
any Imposition, Legal Requirement, lien, or violation, referred to above in such
manner that exposes Landlord or Lender to the risk of (i) criminal liability,
penalty or sanction, (ii) any civil liability, penalty or sanction, or (iii)
defeasance of its interest the Leased Premises.

            c.    Tenant agrees that each such contest shall be promptly and
diligently prosecuted to a final conclusion, except that Tenant shall, so long
as the conditions of the first sentence of this Paragraph 18 are at all times
complied with, have the right to attempt to settle or compromise such contest
through negotiations. Tenant shall pay and shall indemnify, defend

<PAGE>
(with counsel reasonably acceptable to Landlord or if Landlord elects it may
defend itself at Tenant's expense) and save Lender and Landlord harmless against
any and all losses, damages, liabilities, judgments, decrees and costs
(including all attorneys' fees and expenses) in connection with any such contest
and shall, promptly after the final determination of such contest, fully pay and
discharge the amounts which shall be levied, assessed, charged or imposed or be
determined to be payable therein or in connection therewith, together with all
penalties, fines, interest, costs and expenses thereof or in connection
therewith, and perform all acts the performance of which shall be ordered or
decreed as a result thereof.

      19.   Conditional Limitations; Default Provisions.

            a.    The occurrence of any one or more of the following events
shall constitute an Event of Default under this Lease: (i) a failure by Tenant
to make (regardless of the pendency of any bankruptcy, reorganization,
receivership, insolvency or other proceedings, in law, in equity or before any
administrative tribunal which had or might have the effect of preventing Tenant
from complying with the provisions of this Lease): (x) any payment of Basic Rent
which continues unremedied for a period of five (5) days after written notice in
accordance with Paragraph 21 below ("NONPAYMENT NOTICE") thereof given to Tenant
by Landlord or Lender or Lender's designee, or (y) any payment of Additional
Rent or other sum herein required to be paid by Tenant which continues
unremedied for a period of ten (10) days after a Nonpayment Notice is given to
Tenant by Landlord or Lender or Lender's designee; (ii) Tenant's failure to
deliver any documents or to comply with any of its other obligations pursuant to
Paragraphs 16 or 22, respectively, within the applicable time period set forth
therein (unless such failure is cured within three (3) days after Landlord's
second written request for such documents or compliance), or Tenant's breach of
the provisions of Paragraph 17; (iii) Tenant's failure to comply with the terms
of any Permitted Encumbrance, REA, Legal Requirement or Insurance Requirement
within the times set forth therein, or if no time is specified therein, then
within thirty (30) days after written notice thereof is given by Landlord or
Lender or Lender's designee to Tenant ("NONPERFORMANCE NOTICE") or if such
default is of such a nature that it cannot reasonably be cured within such
period of thirty (30) days, such period shall be extended for such longer time
as is reasonably necessary provided that Tenant has commenced to cure such
default within said period of thirty (30) days and is actively, diligently and
in good faith proceeding with continuity to remedy such default; (iv) failure by
Tenant to perform and observe, or a violation or breach of, any other provision
in this Lease and such default shall continue for a period of thirty (30) days
after a Nonperformance Notice is given by Landlord or Lender or Lender's
designee to Tenant or if such default is of such a nature that it cannot
reasonably be cured within such period of thirty (30) days, such period shall be
extended for such longer time as is reasonably necessary provided that Tenant
has commenced to cure such default within said period of thirty (30) days and is
actively, diligently and in good faith proceeding with continuity to remedy such
default; (v) Tenant or Guarantor shall (A) voluntarily be adjudicated a bankrupt
or insolvent, (B) voluntarily consent to the appointment of a receiver or
trustee for itself or for any of the Leased Premises, (C) voluntarily file a
petition seeking relief under the bankruptcy or other similar laws of the United
States, any state or any jurisdiction, or (D) voluntarily file a general
assignment for the benefit of creditors; (vi) a court shall enter an order,
judgment or decree appointing, with the voluntary consent of Tenant or
Guarantor, a receiver or trustee for Tenant or Guarantor or for the Leased
Premises or approving a petition filed against Tenant or Guarantor which seeks
relief

<PAGE>
under the bankruptcy or other similar laws of the United States or any State,
and such order, judgment or decree shall remain in force, undischarged or
unstayed, ninety (90) days after it is entered; (vii) Tenant or Guarantor
hereunder shall in any insolvency proceedings be liquidated or dissolved or
shall voluntarily commence proceedings towards its liquidation or dissolution;
(viii) the estate or interest of Tenant in the Leased Premises shall be levied
upon or attached in any proceeding and such estate or interest is about to be
sold or transferred or such process shall not be vacated or discharged within
ninety (90) days after such levy or attachment; or (ix) any breach or default of
Guarantor under the Guaranty.

            b.    If any Event of Default shall have occurred and be continuing,
Landlord, in addition to any other rights or remedies it may have at law or in
equity, may do any one or more of the following:

                  (i)   elect by written notice to Tenant to terminate this
      Lease; or

                  (ii)  perform, on behalf and at the expense of Tenant
      (entering upon the Leased Premises for such purpose, if necessary), any
      obligation of Tenant under this Lease which Tenant has failed to perform
      and of which Landlord shall have given Tenant notice, the cost of which
      performance or liability by Landlord shall be deemed Additional Rent and
      incurred for the account of Tenant and Tenant shall reimburse Landlord
      therefor and save Landlord harmless therefrom upon demand provided,
      however, that Landlord may cure any such default described in this
      subparagraph prior to the expiration of the waiting period established in
      Section 19.1, but after notice to Tenant if the curing of such default
      prior to the expiration of said waiting period is reasonably necessary to
      protect the Leased Premises or Landlord's interest in the Premises, or to
      prevent injury or damage to persons or property. If Tenant shall fail to
      reimburse Landlord upon demand for any amount paid for the account of
      Tenant hereunder, said amount shall be added to and become due as a part
      of the next payment of Basic Rent due hereunder. Notwithstanding anything
      to the contrary contained herein, in the case of emergency, notice
      required pursuant to this Paragraph 19 may be given orally or in any other
      reasonably due and sufficient manner having regard to the emergency and
      the attending circumstances. If any such notice shall not be given in the
      manner described in Paragraph 21 of this Lease entitled "Notices", then as
      soon thereafter as practicable, such notice shall be followed up by notice
      given in the manner prescribed in said Paragraph. No entry by Landlord, in
      accordance with the provisions of this Paragraph, shall be deemed to be an
      eviction of Tenant. Landlord's performance of any such covenant shall
      neither subject Landlord to liability for any loss, inconvenience or
      damage to Tenant nor be construed as a waiver of Tenant's default or of
      any other right or remedy of Landlord in respect of such default, or as a
      waiver of any covenant, term or condition of this Lease; or

                  (iii) immediately, using such force as may be reasonably
      necessary, re-enter upon the Premises, remove all persons and property
      therefrom, and store such property in a public warehouse or elsewhere at
      the sole cost and for the account of Tenant, all without service of notice
      or resort to legal process, without being deemed guilty of trespass or
      becoming liable for any loss or damage which may be occasioned

<PAGE>
      thereby (except for any loss or damage resulting from or caused by the
      gross negligence or criminal act of Landlord or its employees, agents or
      contractors), and without such re-entry being deemed to terminate this
      Lease.

            c.    In the event Landlord re-enters upon the Premises as provided
in clause (iii) of the foregoing Section 19.b or takes possession of the
Premises as provided herein or pursuant to legal proceedings or pursuant to any
notice provided for by law, then in addition to all other rights and remedies
provided or accruing to Landlord at law or in equity:

                  (i)   Landlord may terminate this Lease and forthwith
      repossess the Premises and remove all persons or property therefrom and be
      entitled to recover from Tenant, as damages, the sum of money equal to the
      total of (i) the reasonable cost of recovering the Premises, (ii) the
      accrued and unpaid rentals owed at the time of termination plus interest
      thereon from such due date at the maximum rate permitted by law, (iii) the
      discounted net present value, at the discount rate of the Federal Reserve
      Bank of San Francisco, California, of the balance of the Base Rent for the
      remainder of the Term to the extent the same exceeds the then fair market
      rental value of the Premises for the balance of the Term (with due
      consideration for the costs and delay in reletting), and (iv) any other
      sum of money and damages owed by Tenant to Landlord; or

                  (ii)  Landlord may terminate Tenant's right of possession (but
      not this Lease) and may repossess the Premises without demand or notice of
      any kind to Tenant and without terminating this Lease in which event
      Landlord shall, to the extent required under applicable law, relet the
      same for the account of Tenant for such rent and upon such terms as shall
      be satisfactory to Landlord. For the purpose of such reletting, Landlord
      is authorized to make repairs, changes, alterations or additions to the
      Premises to make same relettable, and (i) if Landlord shall be unable to
      relet the Premises, or (ii) if the same are relet and sufficient sums
      shall not be realized from such reletting (after paying: (a) the unpaid
      rentals due under the Lease earned, but unpaid at the time of reletting
      plus interest thereon at the maximum rate permitted by applicable law, (b)
      the cost of recovering possession, including Landlords attorney's fees,
      (c) all of the costs and expenses of reletting including advertising
      therefor, decorations, repairs, changes, alterations and additions by
      Landlord, and (d) the expense of the collection of the Basic Rent and
      Additional Rent accruing therefrom) to satisfy the rent and all other
      charges provided for in this Lease to be paid by Tenant then Tenant shall
      pay to Landlord, as damages, the sum equal to the amount of the Basic
      Rent, and Additional Rent and other expenses payable by Tenant for such
      period or periods, or if the Premises have been relet, Tenant shall
      satisfy and pay any such deficiency upon demand therefore from time to
      time and Tenant agrees that Landlord may file suit to recover any sums
      falling due under the terms of this Paragraph from time to time upon one
      or more occasions without Landlord being obligated to wait until
      expiration of the term of this Lease. Such reletting shall not be
      construed as an election on the part of Landlord to terminate this Lease
      unless a written notice of such termination be given to Tenant by
      Landlord. Notwithstanding any such reletting without termination, Landlord
      may at any time thereafter elect to terminate this Lease for such previous
      breach. Failure of Landlord to declare any default immediately upon
      occurrence thereof or delay in taking any action in

<PAGE>
      connection therewith shall not waive such default but Landlord shall have
      the right to declare any such default at any time thereafter.

            d.    In the event that Landlord at any time terminates this Lease
for any default by Tenant, in addition to any other remedies Landlord may have,
Landlord may recover from Tenant (i) all damages Landlord may incur by reason of
such default, including, without limitation, all repossession costs, brokerage
commissions, court costs, attorneys fees, alteration, reletting advertising and
refitting and repair costs, (ii) the accrued and unpaid rentals owed at the time
of' termination plus interest thereon from such due date at the maximum rate
permitted by law, (iii) the discounted net present value, at the discount rate
of the Federal Reserve Bank of San Francisco, California, of the balance of the
Basic Rent, Additional Rent and any other amounts payable by Tenant for the
remainder of the Term to the extent the same exceeds the then fair market rental
value of the Premises for the balance of the Term (with due consideration given
to the costs and delay of reletting), and (iv) any other sum of money and
damages owed by Tenant to Landlord. All such amounts shall be immediately due
and payable from Tenant to Landlord.

            e.    In the event of a default by Landlord under this Lease,
Tenant's sole and exclusive remedy shall be an action at law for damages
(excluding consequential damages), and Tenant shall not be entitled to terminate
this Lease, abate or "off-set" or deduct from Rent, or exercise any legal or
equitable remedy that would result in a termination of this Lease or abatement
or "off-set" of or deduction from the Rent.

      20.   Additional Rights of Landlord and Tenant.

            a.    No right or remedy conferred upon or reserved to Landlord in
this Lease or available to Landlord by law or in equity is intended to be
exclusive of any other right or remedy; and each and every right and remedy
shall be cumulative and in addition to any other right or remedy contained in
this Lease or available at law or in equity. No delay or failure by Landlord or
Tenant to enforce its rights under this Lease shall be construed as a waiver,
modification or relinquishment thereof. In addition to the other remedies
provided in this Lease, Landlord and Tenant shall be entitled, to the extent
permitted by applicable law, to injunctive relief in case of the violation or
attempted or threatened violation of any of the provisions of this Lease, or to
specific performance of any of the provisions of this Lease.

            b.    Tenant hereby waives and surrenders for itself and all those
claiming under it, including creditors of all kinds, any right and privilege
which it or any of them may have under any present or future law to redeem any
of the Leased Premises or to have a continuance or reinstatement of this Lease
after termination of this Lease or of Tenant's right of occupancy or possession
pursuant to any court order or any provision hereof.

            c.    Landlord hereby waives any right to distrain or levy upon
Trade Fixtures or any property of Tenant and any Landlord's lien or similar lien
upon Trade Fixtures and any other property of Tenant regardless of whether such
lien is created or otherwise. Landlord agrees at the request of Tenant, to
execute a waiver of any Landlord's or similar lien for the benefit of

<PAGE>
any present or future holder of a security interest in or lessor of any of Trade
Fixtures or any other personal property of Tenant.

            d.    Landlord acknowledges and agrees in the future to acknowledge
(in a written form reasonably satisfactory to Tenant and Landlord) to such
persons and entities at such times and for such purposes as Tenant may
reasonably request that the Trade Fixtures are Tenant's property and not part of
the Improvements (to the extent the same can be removed without material damage
to the Improvements) or otherwise subject to the terms of this Lease.

            e.    Each of Tenant and Landlord (herein called "PAYING PARTY")
agrees to pay to the other party (herein called "DEMANDING PARTY") any and all
attorney's fees and other reasonable costs and expenses incurred by the
Demanding Party in connection with any litigation or other action instituted by
the Demanding Party to interpret the provisions of this Lease or to enforce the
obligations of the Paying Party under this Lease, to the extent that the
Demanding Party has prevailed in any such litigation or other action. Any amount
payable by Tenant to Landlord pursuant to this Paragraph 20(e) shall be due and
payable by Tenant to Landlord as Additional Rent. No sum payable by Landlord to
Tenant under this subparagraph will be payable or recoverable from any sums
pledged or assigned (or intended to have been pledged or assigned) by Landlord
to Lender, Tenant's right to recover such sums from Landlord being subordinate
to the rights of Lender, such sums only being recoverable after payment to
Lender in full of the indebtedness secured by the Mortgage.

      21.   Notices. All notices, demands, requests, consents, approvals,
offers, statements and other instruments or communications required or permitted
to be given pursuant to the provisions of this Lease (collectively "Notice" or
"NOTICES") shall be in writing and shall be deemed to have been given for all
purposes (i) three (3) days after having been sent by United States mail, by
registered or certified mail, return receipt requested, postage prepaid,
addressed to the other party at its address as stated below, or (ii) one (1)
business day after having been sent by Federal Express, United Parcel or other
nationally recognized overnight, air courier service.

            To the Addresses stated below:

                  If to Landlord:

                  Landfair, LLC
                  c/o Elysee Management Group, Inc.
                  27520 Hawthorne Boulevard, Suite 235
                  Rolling Hills, California  90274
                  Attn: Mr. Wayne Kao

<PAGE>
                  With a copy to:

                  Irell & Manella, LLP
                  1800 Avenue of the Stars, Suite 900
                  Los Angeles, California  90067
                  Attn: Mark Wiesenthal, Esq.

                  If to Tenant:

                  Dave & Buster's, Inc.
                  2481 Manana Drive
                  Dallas, Texas 75220
                  Attn: Legal Department

                  With a copy to:

                  Kane, Russell, Coleman & Logan, P.C.
                  3700 Thanksgiving Tower
                  1601 Elm Street
                  Dallas, Texas 75201
                  Attn: Scott A. Dyche


If any Lender shall have advised Tenant by Notice in the manner aforesaid that
it is the holder of a Mortgage and states in said Notice its address for the
receipt of Notices, then simultaneously with the giving of any Notice by Tenant
to Landlord, Tenant shall send a copy of such Notice to Lender in the manner
aforesaid. For the purposes of this Paragraph 21, any party may substitute its
address by giving ten (10) days' notice to the other party in the manner
provided above. Any Notice may be given on behalf of any party by its counsel.

      22.   Estoppel Certificates. Landlord and Tenant shall at any time and
from time to time, upon not less than ten (10) days' prior written request by
the other, execute, acknowledge and deliver to the other a statement in writing,
certifying (i) that this Lease is unmodified and in full effect (or, if there
have been modifications, that this Lease is in full effect as modified, setting
forth such modifications), (ii) the dates to which Basic Rent and other charges
payable hereunder have been paid, (iii) that to the knowledge of the signer of
such certificate, Landlord is not in material default under the Lease and no
circumstance exists which with the giving of notice or passage of time or both
would constitute such a material default by Landlord, and no Event of Default
(or circumstance which with the giving of notice or passage of time, or both
would constitute an Event of Default) by Tenant exists (except, in each case, as
specified in such certificate), (iv) the remaining Term hereof, (v) with respect
to a certificate signed on behalf of Tenant, that to the knowledge of the signer
of such certificate, there are no proceedings pending or threatened against
Tenant before or by any court or administrative agency which if adversely
decided would materially and adversely affect the financial condition and
operations of Tenant or if any such proceedings are pending or threatened to
said signer's knowledge, specifying and describing the same, (vi) with respect
to a certificate signed on behalf of Tenant, that Tenant has no defense,
set-off, or counterclaim to its obligation to pay rent and other amounts
required

<PAGE>
under the Lease, and (vii) such other matters as may reasonably be requested by
the party requesting the certificate. It is intended that any such statements
may be relied upon by Landlord, Tenant, Lender (including prospective Lenders),
the recipient of such statements or their assignees or by any prospective
purchaser, assignee or subtenant of the Leased Premises.

      23.   Surrender and Holding Over. Upon the expiration or earlier
termination of this Lease, Tenant shall peaceably leave and surrender the Leased
Premises (except as to any portion thereof with respect to which this Lease has
previously terminated) to Landlord in broom clean condition, and otherwise in
the same condition in which the Leased Premises were originally received from
Landlord on the Commencement Date, except as repaired, rebuilt, restored,
altered, replaced or added to as permitted or required by any provision of this
Lease, and except for ordinary wear and tear. Tenant shall remove from the
Leased Premises on or prior to such expiration or earlier termination the Trade
Fixtures and personal property which is owned by Tenant or third parties other
than Landlord, and Tenant at its expense shall, on or prior to such expiration
or earlier Termination, repair any damage caused by such removal. Trade Fixtures
and personal property not so removed at the end of the Term or within thirty
(30) days after the earlier termination of the Term for any reason whatsoever
shall become the property of Landlord, and Landlord may thereafter cause such
property to be removed from the Leased Premises. The cost of removing and
disposing of such property and repairing any damage to any of the Leased
Premises caused by such removal shall be borne by Tenant. Landlord shall not in
any manner or to any extent be obligated to reimburse Tenant for any property
which becomes the property of Landlord as a result of such expiration or earlier
termination.

            a.    Any holding over by Tenant of the Leased Premises after the
expiration or earlier termination of the Term of this Lease or any extensions
thereof, with the consent of Landlord, shall operate and be construed as tenancy
from month to month only, at one hundred fifty percent (150%) of the Basic Rent
reserved herein and upon the same terms and conditions as contained in this
Lease (except that Tenant shall have no further right or option to renew or
extend the Term). Notwithstanding the foregoing, any holding over without
Landlord's consent shall entitle Landlord, in addition to collecting Basic Rent
at a rate of one hundred fifty percent (150%) thereof, to exercise all rights
and remedies provided by law or in equity, including the remedies of Paragraph
19(b).

      24.   No Merger of Title. There shall be no merger of this Lease nor of
the leasehold estate created by this Lease with the fee estate in or ownership
of any of the Leased Premises by reason of the fact that the same person,
corporation, firm or other entity may acquire or hold or own, directly or
indirectly, (a) this Lease or the leasehold estate created by this Lease or an
interest in this Lease or in such leasehold estate and (b) the fee estate or
ownership of any of the Leased Premises or any interest in such fee estate or
ownership. No such merger shall occur unless and until all persons,
corporations, firms and other entities having any interest in (i) this Lease or
the leasehold estate created by this Lease and (ii) the fee estate in or
ownership of the Leased Premises or any part thereof sought to be merged shall
join in a written instrument effecting such merger and shall duly record the
same.

<PAGE>
      25.   Definition of Landlord.

            a.    Anything contained herein to the contrary notwithstanding, any
claim based on or in respect of any liability of Landlord under this Lease shall
be enforced only against the Landlord's interest in the Leased Premises and
shall not be enforced against the Landlord individually or personally (except to
the extent that it is necessary to name Landlord as a defendant in an action for
equitable relief).

            b.    The term "LANDLORD" as used in this Lease so far as covenants
or obligations on the part of Landlord are concerned, shall be limited to mean
and include only the fee owner or owners of the Leased Premises at the time in
question, and in the event of any transfer or transfers of the title of the
Leased Premises, the Landlord herein named (and in case of any subsequent
transfers or conveyances, the then grantor) shall be automatically freed and
relieved from and after the date of such transfer and conveyance of all personal
liability as respects the performance of any covenants or obligations on the
part of Landlord contained in this Lease thereafter to be performed.

      26.   Environmental Covenants and Indemnity.

            a.    Except as set forth in the second sentence of this Paragraph
26(a), Tenant hereby represents, warrants, covenants and agrees to and with
Landlord and the Lender that all conditions, operations or activities upon, or
any uses or occupancy of, the Leased Premises have been, are presently and will
be at all times through the term hereof and any Renewal Term(s) in compliance
with all Environmental Laws; that no person at any time has engaged in or
permitted, and no person will engage in or permit the occurrence or existence of
any Hazardous Condition on or about the Leased Premises; and that there does not
now exist nor is there suspected to exist any Hazardous Condition on or about
the Leased Premises. Tenant discloses to Landlord that Tenant does or intends to
use in Tenant's business certain modest amounts of janitorial and maintenance
supplies that may be considered Hazardous Substances, and Landlord acknowledges
Tenant's right to do so, provided, however, that any such storage or use of such
products or substances shall at all times be in compliance with all
Environmental Laws and shall not result in any release of any Hazardous
Substances to the environment or to any location where it may reach the
environment. If any past, present or future condition, occurrence, operation or
activity at or about or off the Leased Premises (i) causes the Leased Premises
to become subject to any Environmental Law, (ii) constitutes or causes the
release or threatened release of any Hazardous Substance from the Leased
Premises into the environment or to any location where it may reach the
environment, (iii) causes the discharge into any water source or system or the
air of any Hazardous Substance which would require a permit under any
Environmental Laws or which would otherwise be a violation of any Environmental
Laws, or (iv) creates a Hazardous Condition on the Leased Premises or elsewhere,
Tenant will promptly notify Landlord and Lender, if any, in writing of such
condition, occurrence, operation or activity, and promptly provide written
notice of any claim made in respect thereof. If Tenant discovers that any
Hazardous Condition exists on the Leased Premises or elsewhere, Tenant shall
promptly notify Landlord and Lender of such condition in writing, and shall
promptly and with all due diligence, take all remedial, removal and other
actions necessary to remediate, remove,

<PAGE>
contain or clean up such Hazardous Condition in compliance with all Legal
Requirements and with provisions of this Paragraph 26.

            b.    In the event that any Remedial Action with respect to any
Hazardous Conditions is required under any Environmental Laws, by any judicial
order, or by any governmental entity, or in order to comply with the terms,
covenants and conditions of this Lease or of any other agreements affecting the
Leased Premises, Tenant will promptly perform or cause to be performed the
Remedial Action in compliance with such law, regulation, order the terms of this
Lease or other agreement. The Remedial Action will be deemed to be complete when
the presence of any and all Hazardous Conditions have been eliminated or, where
complete elimination is not possible or practicable, when such Remedial Action
has been undertaken that meets the approval of Landlord in its sole discretion.
All Remedial Action (other than payment of money) will be performed by one or
more contractors, selected by Tenant with Landlord's right of approval, not to
be unreasonably withheld, and under the supervision of a consulting
environmental engineer selected by Tenant with Landlord's right of approval, not
to be unreasonably withheld. All costs and expenses of such Remedial Action will
be paid by Tenant, including without limitation the charges of such
contractor(s) and the consulting environmental engineer, and Landlord's and
Lender's reasonable attorneys' and consultants' fees and other costs incurred in
connection with monitoring or review of such Remedial Action. All proposed
Remedial Action work will be submitted to Landlord for its prior approval, not
to be unreasonably withheld. Tenant shall promptly provide Landlord with all
written communication and documentation received or created by Tenant or on its
behalf respecting the Remedial Action, including without limitation, reports,
orders, data, workplans, and agency correspondence. If Tenant fails to timely
commence, or cause to be commenced, or fails to diligently prosecute to
completion, such Remedial Action, Landlord or Lender may, but will not be
required or have any obligation hereunder to, cause such Remedial Action to be
performed, and all costs and expenses thereof, or incurred in connection
therewith, will thereupon constitute Environmental Claims. All such
Environmental Claims will be due and payable by Tenant upon demand therefor by
Landlord or Lender.

            c.    TENANT FURTHER AGREES TO PROTECT, INDEMNIFY, SAVE HARMLESS AND
DEFEND (USING COUNSEL SATISFACTORY TO LANDLORD, OR LANDLORD MAY ELECT TO DEFEND
ITSELF AT TENANT'S EXPENSE) LANDLORD AND LENDER AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, SHAREHOLDERS, PARTNERS, MEMBERS AGENTS AND EMPLOYEES, IF ANY, FROM
AND AGAINST ALL LIABILITIES, OBLIGATIONS, CLAIMS, DAMAGES, PENALTIES, CAUSES OF
ACTION, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS'
FEES AND EXPENSES) ARISING OUT OF OR RELATED IN ANY WAY TO (X) THE EXISTENCE OF
HAZARDOUS SUBSTANCES OR HAZARDOUS CONDITIONS ON OR ABOUT THE LEASED PREMISES (OR
ELSEWHERE) AND (Y) ANY ACTION OR OMISSION OF TENANT, ITS AGENTS OR EMPLOYEES,
WHICH CONSTITUTES A VIOLATION OR ALLEGED VIOLATION OF ANY ENVIRONMENTAL LAW;
provided, however, that the foregoing indemnification shall not be deemed to
include claims, actions, penalties, costs, liabilities or expenses that arise
from (i) any Hazardous Condition solely to the extent that it is determined by
proper judicial or administrative procedure to have been introduced by Landlord
or Lender to the Leased Premises

<PAGE>
during any period while Landlord or Lender is in possession of the Leased
Premises to the exclusion of Tenant after an Event of Default has occurred or
after expiration of the Term or earlier termination of this Lease, or (ii)
solely as to Tenant's indemnification of Landlord (and with no effect whatsoever
on the indemnification of Lender) as provided above, any Hazardous Condition
solely to the extent that it is determined by proper judicial or administrative
procedure to have been introduced to the Leased Premises by Landlord during the
Term.

            d.    Notwithstanding any provision of this Lease to the contrary,
if Tenant wishes to contest or cause to be contested, the application,
interpretation or validity of any Environmental Laws or any agreement requiring
any Remedial Action, it may do so only in strict compliance with the provisons
of Paragraph 18 hereof and, in addition, prior to any delay in full compliance
with any Environmental Laws or any Remedial Action requirement on the basis of a
good faith contest of such requirement, Tenant will have taken such steps as may
be necessary to prevent or, with Landlord's prior written consent, mitigate any
continuing occurrence, migration or exacerbation of any existing or suspected
Hazardous Condition giving rise to the contested Remedial Action requirement or
Environmental Law compliance.

            e.    The foregoing provisions are in addition to and not in
limitation of any other indemnification obligations of Tenant under this Lease
and shall survive the expiration or earlier termination of this Lease.

            f.    Tenant will not install any underground storage tank at the
Leased Premises without specific, prior written approval from the Landlord.
Tenant will not store combustible or flammable materials on the Leased Premises
in violation of any Legal Requirements.

      27.   Entry by Landlord. Landlord and its authorized representatives shall
have the right upon reasonable notice (which shall be not less than two (2)
business days except in the case of emergency) to enter the Leased Premises at
all reasonable business hours (and at all other times in the event of an
emergency): (a) for the purpose of inspecting the same or for the purpose of
doing any work under Paragraph 11 (c), and may take all such action thereon as
may be necessary or appropriate for any such purpose (but nothing contained in
this Lease or otherwise shall create or imply any duty upon the part of Landlord
to make any such inspection or do any such work), and (b) for the purpose of
showing the Leased Premises to prospective purchasers and mortgagees and, at any
time within six (6) months prior to the expiration of the Term of this Lease for
the purpose of showing the same to prospective tenants. No such entry shall
constitute an eviction of Tenant but any such entry shall be done by Landlord in
such reasonable manner as to minimize to the extent reasonably achievable any
disruption of Tenant's business operation.

      28.   No Usury. The intention of the parties being to conform strictly to
the applicable usury laws, whenever any provision herein provides for payment by
Tenant to Landlord of interest at a rate in excess of the legal rate permitted
to be charged, such rate herein provided to be paid shall be deemed reduced to
such legal rate.

<PAGE>
      29.   Separability.

Each and every covenant and agreement contained in this Lease is, and shall be
construed to be, a separate and independent covenant and agreement, and the
breach of any such covenant or agreement by Landlord shall not discharge or
relieve Tenant from its obligation to perform any of Tenant's covenants and
agreements under this Lease. If any term or provision of this Lease or the
application thereof to any provision of this Lease or the application thereof to
any person or circumstances shall to any extent be invalid and unenforceable,
the remainder of this Lease, or the application of such term or provision to
persons or circumstances other than those as to which it is invalid or
unenforceable, shall not be affected thereby, and each term and provision of
this Lease shall be valid and shall be enforced to the extent permitted by law.

      30.   Miscellaneous.

            a.    The paragraph headings in this Lease and the Table of Contents
preceding this Lease are used only for convenience in finding the subject
matters and are not part of this Lease or to be used in determining the intent
of the parties or otherwise interpreting this Lease.

            b.    As used in this Lease the singular shall include the plural as
the context requires and the following words and phrases shall have the
following meanings: (i) "including," shall mean "including but not limited to";
(ii) "provisions" shall mean "provisions, terms, agreements, covenants and/or
conditions"; (iii) "lien" shall mean "lien, charge, encumbrance, title retention
agreement, pledge, security interest, mortgage and/or deed of trust"; and (iv)
"obligation" shall mean "obligation, duty, agreement, liability, covenant or
condition".

            c.    Any act which Landlord is permitted to perform under this
Lease may be performed at any time and from time to time by Landlord or any
person or entity designated by Landlord. Any act which Tenant is required to
perform under this Lease shall be performed at Tenant's sole cost and expense.

            d.    This Lease may be modified, amended, discharged or waived only
by an agreement in writing signed by the party against whom enforcement of any
such modification, amendment, discharge or waiver is sought.

            e.    The covenants of this Lease shall run with the Land and bind
Tenant and all successors and assigns of Tenant, and shall inure to the benefit
of and bind Landlord, its successors and assigns.

            f.    This Lease may be simultaneously executed in several
counterparts, each of which when so executed and delivered shall constitute an
original, fully enforceable counterpart for all purposes.

            g.    This Lease shall be governed by and construed according to the
laws of the State.

<PAGE>
            h.    All Exhibits attached to this Lease are by reference
incorporated into and form a part of this Lease.

            i.    Wherever the consent or approval of Landlord is required
hereunder, Landlord agrees that it will not unreasonably withhold or delay such
consent or approval, unless otherwise expressly stated herein.

      31.   Additional Rent. The term "ADDITIONAL RENT" as used herein includes
all amounts, costs, expenses, liabilities and obligations (including but not
limited to Tenant's obligation to pay any Net Awards or Purchase Price
hereunder) which Tenant is required to pay pursuant to the terms of this Lease
other than Basic Rent.

      32.   Note Default. Simultaneously with the execution of this Lease,
Landlord, as maker, delivered to Tenant, as payee, that certain promissory note
in the original principal amount of $2,517,000 (the "PURCHASE MONEY Note"), as
partial consideration for the sale of the Leased Premises to Landlord. Landlord
expressly agrees that any default by Landlord, as maker, under any of the terms
of the Purchase Money Note shall constitute a default by Landlord under this
Lease.

      33.   Representations and Warranties. Tenant represents and warrants to
Landlord that as of the Commencement Date the following statements are true and
correct:

            a.    No adverse geological conditions exist at the Leased Premises,
including, without limitation, any conditions regarding subsidence, subsurface
conditions, water table, underground water reservoirs, limitations regarding the
withdrawal of water and earthquake faults and the resulting damage of past
earthquakes.

            b.    The Leased Premises or any portion thereof is not affected by
any stream (surface or underground), body of water, flood prone area, flood
plain, floodway or special flood hazard.

            c.    The Leased Premises and the use, occupancy and operation
thereof complies with all applicable statutes, laws, orders, rules and
regulations promulgated by any applicable governmental authorities and all
mattters of record including, without limitation, (a) Environmental Laws, (b)
laws relating to health, safety, waste disposal, fire and environmental
protection and (c) REAs, CC&Rs, zoning requirements and building codes. Tenant
has received no notice of alleged violation of any such statute, order, rule,
regulation or matter of record nor is there any reasonable basis therefor.
Tenant has not received any communications: (i) from any insurance companies,
governmental agencies or from any other parties regarding any alleged
conditions, defects, or inadequacies with respect to the Leased Premises
(including, without limitation, health hazards or dangers, nuisance or waste,
which, if not corrected, would result in termination of insurance coverage or
increase its cost), (ii) from governmental agencies or any other parties with
respect to any violations of building codes, zoning ordinances, health codes or
other laws, regulations, or orders; or (iii) from any person regarding pending,
threatened or

<PAGE>
contemplated condemnation proceedings with respect to the Leased Premises or
anything that could or would cause the change, redefinition or other
modification of the zoning classification, or of any building or environmental
code requirements applicable to the Leased Premises or any part thereof. No
pending, threatened or contemplated litigation exists regarding the Leased
Premises.

            d.    No underground storage tanks are located in, on, under or
beneath the Leased Premises and no underground storage tanks have previously
been present at or removed from the Leased Premises.

            e.    No adverse soil conditions, including but not limited to the
existence of instability, past soil repairs, soil additions or conditions of
soil fill, or susceptibility to landslides, or the insufficiency of any
undershoring exist at the Leased Premises;

            f.    No plan, study or effort by any governmental authority or
agency or any non-governmental person or entity exists that in any way affects
or would affect the present zoning of the Leased Premises or the use of the
Leased Premises as presently permitted by such zoning designation.

            g.    All water, sewer, gas, electric, telephone, internet, cable
television and drainage facilities and all other utilities required by law or by
the normal operation of the Leased Premises are installed across public Leased
Premises or valid easements to the Leased Premises lines of the Leased Premises,
are all connected with valid permits, and are adequate to service the Leased
Premises and to permit full compliance with all Legal Requirements, and all
connection fees have been paid.

            h.    Tenant has obtained all licenses, permits, easements, and
rights-of-way, including proof of dedication, required from all governmental
authorities having jurisdiction over the Leased Premises or from private parties
to permit the present use, occupation and operation of the Leased Premises and
to ensure vehicular and pedestrian ingress and egress to the Leased Premises
from public roads at all access points currently being used.

            i.    The Improvements have been completed and constructed in a good
and workmanlike manner, and in compliance with all Legal Requirements. The
Improvements are free from defects in design, materials and workmanship. All
mechanical, plumbing, electrical, and HVAC systems are in good working order.
The Leased Premises is free of any mechanics and materialmen's liens or the
right of any person to these types of liens regardless of how those rights
arise.

            j.    The Leased Premises are merchantable and fit for the Permitted
Use.

            k.    None of the following exist within the boundaries of the
Leased Premises: (i) sites of historic, archeological or religious significance;
or (ii) endangered species (as defined by federal state or local laws). The
Leased Premises is not within a "Flood Zone."

<PAGE>
            l.    None of the easements, interests, covenants, conditions,
restrictions or agreements to which the Leased Premises is or may be subject has
interfered with, or has been breached by or as a result of, the current use or
operation of the Leased Premises.

            m.    With respect to the current use of the Leased Premises, the
number of automobile parking spaces existing on the Leased Premises is
sufficient to comply with all applicable statutes, ordinances, codes and orders
of all public authorities having or claiming jurisdiction thereover.

            n.    No attachments, execution proceedings, assignments for the
benefit of creditors, insolvency, bankruptcy, reorganization or other
proceedings are pending or, to the best of Tenant's knowledge, threatened
against Tenant or Guarantor nor are any of such proceedings contemplated by
Tenant or Guarantor.

      Failure of any of Tenant's foregoing representations or warranties to be
true and correct shall not be a default under this Lease, but Tenant hereby
covenants to Landlord that, within 10 days following written notice from
Landlord to the effect that one or more of the foregoing representations and
warranties is not true and correct, Tenant will take and diligently pursue to
completion such action as is required or desirable to make such representations
or warranties true as of the date such remedial action is complete. The
representations and warranties in this Section 33 shall survive until the later
of: (i) the end of the Initial Term; (ii) the end of Renewal Terms (if any).
Nothing in the Section 33 shall serve to limit any of Tenant's duties or
obligations or any of Landlord's rights or remedies under any other provision of
this Lease.

      IN WITNESS WHEREOF, Landlord and Tenant have caused this instrument to be
executed under seal as of the day and year first above written.

                  (REMAINDER OF THIS PAGE INTENTIONALLY BLANK)

<PAGE>
                                      LANDLORD:

                                      LANDFAIR, LLC,
                                      a California limited liability company


                                      By:     /s/ Wayne Kao
                                          --------------------------------------
                                      Name:   Wayne Kao
                                            ------------------------------------
                                      Title:  President
                                             -----------------------------------



                                      TENANT:

                                      DAVE & BUSTER'S I, L.P.,
                                      a Texas limited partnership

                                      By:  Dave & Buster's, Inc., a
                                           Missouri corporation, general partner


                                           By:     /s/ John S. Davis
                                               ---------------------------------
                                           Name:   John S. Davis
                                                 -------------------------------
                                           Title:  Vice President
                                                  ------------------------------

<PAGE>
                                    EXHIBIT A

                          LEGAL DESCRIPTION OF THE LAND

All that tract or parcel of land lying and being in Land Lots 785 and 786 of the
17th District, 2nd Section, Cobb County, Georgia, and being more particularly
described as follows:

Commencing at a 5/8" rebar and cap located at the Southwesterly mitered corner
of the intersection of the Easterly right-of-way line of Northwest Parkway
(having a 70 foot right-of-way) and the Southerly right-of-way line of Dave and
Buster's Drive (having a 70 foot easement right-of-way); Thence along the
Southerly easement right-of-way line of Dave and Buster's Drive, North 44
degrees 33 minutes 01 seconds East, a distance of 21.29 feet to a 5/8" rebar and
cap found; Thence North 89 degrees 51 minutes 14 seconds East, a distance of
149.76 feet to a 5/8" rebar and cap found, said point being the TRUE POINT OF
BEGINNING; Thence leaving said easement right-of-way line, North 00 degrees 02
minutes 52 seconds West, a distance of 149.61 feet to a -1/2" rebar and cap
found; Thence North 59 degrees 26 minutes 19 seconds East, a distance of 538.66
feet to a 5/8" rebar found on the Westerly right-of-way line of Interstate
Highway No. 75, (having a variable right-of-way), Thence along said right-of-way
line, South 24 degrees 24 minutes 14 seconds East, a distance of 504.67 feet to
a 5/8" rebar set; Thence South 24 degrees 21 minutes 33 seconds East, a distance
of 119.68 feet to a 1/2" rebar and cap found; Thence leaving said right-of-way
line, South 71 degrees 10 minutes 56 seconds West, a distance of 50.11 feet to a
1/2" rebar and cap found; Thence South 69 degrees 19 minutes 02 seconds West, a
distance of 49.97 feet to a 1/2" rebar and cap found; Thence South 62 degrees 11
minutes 32 seconds West, a distance of 50.03 feet to a 1/2" rebar and cap found;
Thence South 46 degrees 56 minutes 25 seconds West, a distance of 50.00 feet to
a 1/2" rebar and cap found; Thence South 41 degrees 22 minutes 14 seconds West,
a distance of 49.98 feet to a 1/2" rebar and cap found; Thence South 42 degrees
36 minutes 12 seconds West, a distance of 48.91 feet to 1/2" rebar and cap
found; Thence South 43 degrees 14 minutes 28 seconds West, a distance of 50.98
feet to a 1/2" rebar and cap found; Thence South 53 Degrees 00 minutes 01
seconds West, a distance of 13.01 feet to a 5/8" rebar and cap found; Thence
North 33 degrees 06 minutes 26 seconds West, a distance of 417.96 feet to a 5/8"
rebar set; Thence South 89 degrees 52 minutes 47 seconds West, a distance of
206.86 feet to a -1/2" open top pipe found; Thence North 00 degrees 02 minutes
52 seconds West, a distance of 5.20 feet to a 5/8" rebar and cap found, said
point being the TRUE POINT OF BEGINNING.

Said tract of land contains 6.331 Acres.

<PAGE>
EXHIBIT B



      Primary Initial Term: Twenty (20) years

      Number of Consecutive Renewal Terms: Four (4) (subject to Paragraph 5c)


      Duration of each Renewal Term: Five (5) years

      1.    Basic Rent from the Commencement Date through the first anniversary
of the Commencement Date shall be $1,012,200.00, payable in monthly installments
of $84,333.34 each.

      2.    Base Rent shall increase annually on each anniversary of the
Commencement Date by 1.35%, through and including any Renewal Terms.

<PAGE>
                                    EXHIBIT C

                    Casualty and Condemnation Purchase Price

                                   $6,500,000

<PAGE>
                                    EXHIBIT D

                                    Guaranty

<PAGE>
                                    EXHIBIT E

                                    Equipment

N/A

<PAGE>
                                    EXHIBIT F

                                 Trade Fixtures

N/A


<PAGE>
                                                                   EXHIBIT 10.22


                          EXECUTIVE RETENTION AGREEMENT


         AGREEMENT by and between Dave & Buster's, Inc. (the "COMPANY"), and
John S. Davis (the "EXECUTIVE"), dated as of the 7th day of June, 2001.

         The Compensation Committee of the Company, (the "COMMITTEE"), has
determined that it is in the best interests of the Company and its owners to
assure that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined in Section 2) of Dave & Buster's, Inc. (the "CORPORATION"). The
Committee believes it is imperative to minimize distraction of the Executive
resulting from personal uncertainties and risks created by a pending or
threatened Change of Control, to encourage the Executive's full attention and
dedication to the Company currently and in the event of any threatened or
pending Change of Control, and to provide the Executive with compensation and
benefits arrangements upon a Change of Control that satisfy the compensation and
benefits expectations of the Executive and are competitive with those of other
corporations. Therefore, in order to accomplish these objectives, the Committee
has caused the Company to enter into this Agreement.

         NOW,
 THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

         1. Certain Definitions.

                  (a) The "EFFECTIVE DATE" shall mean the first date during the
Change of Control Period (as defined in Section 1(b)) on which a Change of
Control occurs. Anything in this Agreement to the contrary notwithstanding, if a
Change of Control occurs and if the Executive's employment with the Company is
terminated by the Company within ninety (90) days prior to the date on which the
Change of Control occurs, then for all purposes of this Agreement the "EFFECTIVE
DATE" shall mean the date immediately prior to the date of such termination of
employment.

                  (b) The "CHANGE OF CONTROL PERIOD" shall mean the period
commencing on the date hereof and ending on the third anniversary of such date;
provided, however, that commencing on the date one year after the date hereof,
and on each annual anniversary of such date (such date and each annual
anniversary thereof shall be hereinafter referred to as the "RENEWAL DATE"), the
Change of Control Period shall be automatically extended so as to terminate
three years from such Renewal Date, unless at least 60 days prior to the Renewal
Date the Company shall give notice to the Executive that the Change of Control
Period shall not be so extended.

         2. Control. For the purpose of this Agreement, a "CHANGE OF CONTROL"
shall mean:

                  (a) Acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the



Executive Retention Agreement        Page 1

<PAGE>

"EXCHANGE ACT")) (a "PERSON") of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the
then outstanding shares of common stock of the Corporation (the "OUTSTANDING
COMMON STOCK") or (ii) the combined voting power of the then outstanding voting
securities of the Corporation entitled to vote generally in the election of its
directors (the "OUTSTANDING VOTING SECURITIES"); provided, however, that the
following acquisitions shall not constitute a Change of Control: (i) any
acquisition directly from the Corporation (excluding an acquisition by virtue of
the exercise of a conversion privilege), (ii) any acquisition by the
Corporation, (iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Corporation or any corporation controlled
by the Corporation or (iv) any acquisition by any corporation pursuant to a
reorganization, merger or consolidation, if, following such reorganization,
merger or consolidation, the conditions described in clauses (i), (ii) and (iii)
of subsection (c) of this Section 2 are satisfied; or

                  (b) Individuals who, as of the date hereof, constitute the
Board of Directors of the Corporation (the "INCUMBENT BOARD") cease for any
reason to constitute at least a majority of the Board of Directors said
Corporation (the "BOARD"); provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Corporation's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest (as
such terms are used in Rule 14a-11 of Regulation 14.A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board; or

                  (c) Approval by the shareholders of the Corporation of a
reorganization, merger or consolidation, in each case, unless, following such
reorganization, merger or consolidation, (i) more than 50% of the then
outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation and more than 50% of the combined voting
power of the then outstanding voting securities of such corporation entitled to
vote generally in the election of directors is then beneficially owned, directly
or indirectly, by all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Common Stock and
Outstanding Voting Securities immediately prior to such reorganization, merger
or consolidation in substantially the same proportions as their ownership
immediately prior to such reorganization, merger or consolidation, of the
Outstanding Common Stock and Outstanding Voting Securities, as the case may be;
(ii) no Person (excluding the Corporation, any employee benefit plan (or related
trust) of the Corporation or such corporation resulting from such
reorganization, merger or consolidation and any Person beneficially owning,
immediately prior to such reorganization, merger or consolidation, directly or
indirectly, 30% or more of the Outstanding Common Stock or Outstanding Voting
Securities, as the case may be) beneficially owns, directly or indirectly, 30%
or more of


Executive Retention Agreement        Page 2

<PAGE>
the then outstanding shares of common stock of the corporation resulting from
such reorganization, merger or consolidation or the combined voting power of the
then outstanding voting securities of such corporation entitled to vote
generally in the election of directors; and (iii) at least a majority of the
members of the board of directors of the corporation resulting from such
reorganization, merger or consolidation were members of the Incumbent Board at
the time of the execution of the initial agreement providing for such
reorganization, merger or consolidation; or

                  (d) Approval by the shareholders of the Corporation of (i) a
complete liquidation or dissolution of the Corporation or (ii) the sale or other
disposition of all or substantially all of the assets of the Corporation, other
than to a corporation with respect to which, following such sale or other
disposition, (A) more than 50% of the then outstanding shares of common stock of
such corporation and more than 50% of the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Common Stock and Outstanding Voting
Securities immediately prior to such sale or other disposition in substantially
the same proportion as their ownership immediately prior to such sale or other
disposition of the Outstanding Common Stock or Outstanding Voting Securities, as
the case may be; (B) no Person (excluding the Corporation and any employee
benefit plan (or related trust) of the Corporation or such corporation and any
Person beneficially owning, immediately prior to such sale or other disposition,
directly or indirectly, 30% or more of the Outstanding Common Stock or
Outstanding Voting Securities, as the case may be) beneficially owns, directly
or indirectly, 30% or more of the then outstanding shares of common stock of
such corporation or 30% or more of the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors; and (C) at least a majority of the members of the
board of directors of such corporation were members of the Incumbent Board at
the time of the execution of the initial agreement or action of the Board
providing for such sale or other disposition of assets of the Corporation.

A "Change of Control" will not include any transaction otherwise covered by
subsections (a) through (d) above in which beneficial ownership of the
Outstanding Common Stock is acquired by, or the Corporation is merged or
consolidated with an affiliate of, a "group" (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act) in which David O. Corriveau and James
W. Corley are named participants in a Form 13E-3 (or any successor form) filed
with the Securities and Exchange Commission and remain as executive officers and
directors of the Corporation or its successor after the completion of such
transaction.

         3. Employment Period. The Company hereby agrees to continue the
Executive in its employ, and the Executive hereby agrees to remain in the employ
of the Company, in accordance with the terms and provisions of this Agreement,
for the period commencing on the Effective Date and ending on the second
anniversary of such date (the "EMPLOYMENT PERIOD"). Employment by one or more of
the affiliated companies, as hereinafter defined, shall be considered employment
by the Company.


Executive Retention Agreement        Page 3

<PAGE>

         4. Terms of Employment.

                  (a) Position and Duties.

                      (i) During the Employment Period, (A) the Executive's
position (including status, offices, titles and reporting requirements),
authority, duties and responsibilities shall be consistent in all material
respects with the most significant of those held, exercised or assigned at any
time during the 90-day period immediately preceding the Effective Date and (B)
the Executive's services shall be performed at the location where the Executive
was employed immediately preceding the Effective Date or any office that is the
headquarters of the Company and is less than 25 miles from such location.

                      (ii) During the Employment Period, and excluding any
periods of vacation and sick leave to which the Executive is entitled, the
Executive agrees to devote reasonable attention and time during normal business
hours to the business and affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to the Executive hereunder, to use the
Executive's reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate, civic or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (C) manage personal investments, so long
as such activities do not significantly interfere with the performance of the
Executive's responsibilities to the Company. It is expressly understood and
agreed that to the extent that any such activities have been conducted by the
Executive prior to the Effective Date, the continued conduct of such activities
(or the conduct of activities similar in nature and scope thereto) subsequent to
the Effective Date shall not hereafter be deemed to interfere with the
performance of the Executive's responsibilities to the Company.

                  (b) Compensation.

                      (i) Base Salary. During the Employment period, the
Executive shall receive an annual base salary ("ANNUAL BASE SALARY"), which
shall be paid in equal installments on a monthly basis, at least equal to twelve
times the highest monthly base salary paid or payable to the Executive by the
Company and its affiliated companies during the twelve-month period immediately
preceding the month in which the Effective Date occurs. During the Employment
Period, the Annual Base Salary shall be reviewed at least annually and shall be
increased at any time and from time to time as shall be substantially consistent
with increases in base salary generally awarded in the ordinary course of
business to other peer executives of the Company and its affiliated companies.
Any increase in Annual Base Salary shall not serve to limit or reduce any other
obligation to the Executive under this Agreement. Annual Base Salary shall not
be reduced after any such increase and the term Annual Base Salary as utilized
in this Agreement shall refer to Annual Base Salary as so increased. As used in
this Agreement, the term "AFFILIATED COMPANIES" shall include any company
controlled by, controlling or under common control with the Company.


Executive Retention Agreement        Page 4

<PAGE>

                      (ii) Annual Bonus. In addition to Annual Base Salary, the
Executive shall be awarded, for each fiscal year ending during the Employment
Period, an annual bonus (the "ANNUAL BONUS") in cash at least equal to the
greater of: (a) the maximum bonus that the Executive could have been paid
pursuant to the executive incentive bonus plan in effect ninety (90) days prior
to the Effective Date and (b) sixty percent (60%) of the Annual Base Salary then
in effect. Each such Annual Bonus shall be paid no later than the end of the
third month of the fiscal year next following the fiscal year for which the
Annual Bonus is awarded, unless the Executive shall elect to defer the receipt
of such Annual Bonus.

                      (iii) Incentive, Savings and Retirement Plans. During the
Employment Period, the Executive shall be entitled to participate in all
incentive, savings and retirement plans, practices, policies and programs
applicable generally to other peer executives of the Company and its affiliated
companies. Such plans, practices, policies and programs shall provide the
Executive with incentive opportunities (measured with respect to both regular
and special incentive opportunities, if any), savings opportunities and
retirement benefit opportunities, in each case, as favorable as the most
favorable of those provided by the Company and its affiliated companies for the
Executive under such plans, practices, policies and programs as in effect at any
time during the 90-day period immediately preceding the Effective Date or, if
more favorable to the Executive, those provided generally at any time after the
Effective Date to other peer executives of the Company and its affiliated
companies.

                      (iv) Welfare Benefit Plans. During the Employment Period,
the Executive and/or the Executive's family, as the case may be, shall be
eligible for participation in and shall receive all benefits under welfare
benefit plans, practices, policies and programs provided by the Company and its
affiliated companies (including, without limitation, medical, prescription,
dental, disability, salary continuance, employee life, group life, accidental
death and travel accident insurance plans and programs) to the extent applicable
generally to other peer executives of the Company and its affiliated companies.
Such plans, practices, policies and programs shall provide the Executive with
benefits that are, in each case, as favorable, as the most favorable of such
plans, practices, policies and programs in effect for the Executive at any time
during the 90-day period immediately preceding the Effective Date or, if more
favorable to the Executive, those provided generally at any time after the
Effective Date to other peer executives of the Company and its affiliated
companies.

                      (v) Expenses. During the Employment Period, the Executive
shall be entitled to receive prompt reimbursement for all reasonable employment
expenses incurred by the Executive in accordance with the most favorable
policies, practices and procedures of the Company and its affiliated companies
in effect for the Executive at any time during the 90-day period immediately
preceding the Effective Date or, if more favorable to the Executive, as in
effect generally at any time thereafter with respect to other peer executives of
the Company and its affiliated companies.


Executive Retention Agreement        Page 5

<PAGE>

                      (vi) Fringe Benefits. During the Employment Period, the
Executive shall be entitled to fringe benefits in accordance with the most
favorable plans, practices, programs and policies of the Company and its
affiliated companies in effect for the Executive at any time during the 90-day
period immediately preceding the Effective Date, or if more favorable to the
Executive, as in effect generally at any time thereafter with respect to other
peer executives of the Company and its affiliated companies.

                      (vii) Office and Support Staff. During the Employment
Period, the Executive shall be entitled to an office or offices of a size and
with furnishings and other appointments, and to exclusive personal secretarial
and other assistance, at least equal to the most favorable of the foregoing
provided to the Executive by the Company or its affiliated companies at any time
during the 90-day period immediately preceding the Effective Date or, if more
favorable to the Executive, as provided generally at any time thereafter with
respect to other peer executives of the Company and its affiliated companies.

                      (viii) Vacation. During the Employment Period, the
Executive shall be entitled to paid vacation in accordance with the most
favorable plans, policies, programs and practices of the Company and its
affiliated companies as in effect for the Executive at any time during the
90-day period immediately preceding the Effective Date or, if more favorable to
the Executive, as in effect generally at any time thereafter with respect to
other peer executives of the Company and its affiliated companies.

         5. Termination of Employment.

                  (a) Death or Disability. The Executive's employment shall
terminate automatically upon the Executive's death during the Employment Period.
If the Company determines in good faith that the Disability of the Executive has
occurred during the Employment Period (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with
Section 12(b) of its intention to terminate the Executive's employment. In such
event, the Executive's employment with the Company shall terminate effective on
the 30th day after receipt of such notice by the Executive (the "DISABILITY
EFFECTIVE DATE"), provided that, within the 30 days after such receipt, the
Executive shall not have returned to full-time performance of the Executive's
duties. For purposes of this Agreement, "DISABILITY" shall mean the absence of
the Executive from the Executive's full-time duties with the Company for 180
consecutive calendar days as a result of incapacity due to mental or physical
illness that is determined to be total and permanent by a physician selected by
the Company or its insurers and acceptable to the Executive or the Executive's
legal representative (such agreement as to acceptability not to be withheld
unreasonably).

                  (b) Cause. The Company may terminate the Executive's
employment during the Employment Period for Cause. For purposes of this
Agreement, "CAUSE" shall be determined by the Committee in exercise of good
faith and reasonable judgment and shall mean (i) a material violation of Company
policy or a material breach by the Executive of the 


Executive Retention Agreement        Page 6

<PAGE>
Executive's obligations under Section 4(a) (other than as a result of incapacity
due to physical or mental illness) that is demonstrably willful and deliberate
on the Executive's part, committed in bad faith or without reasonable belief
that the action or inaction that constitutes such breach is in the best
interests of the Company, and, if subject to being effectively remedied, is not
remedied in a reasonable period of time after receipt of written notice from the
Company specifying such breach or violation ("NOTE OF BREACH"); or (ii) the
conviction of the Executive of a felony involving moral turpitude.

        If Company delivers a Notice of Breach to Executive describing the
situation to be remedied and Executive fails to remedy such violation or breach
within a reasonable period of time (as determined in the Notice of Breach), a
Notice of Termination delivered to the Executive subsequent to the Notice of
Breach shall become effective retroactively back to the date of delivery of the
Notice of Breach to the Executive.

                  (c) Good Reason. The Executive's employment may be terminated
during the Employment Period by the Executive for Good Reason. For purposes of
this Agreement, "GOOD REASON" shall mean, without the Executive's express
written consent, the occurrence of any one or more of the following:

                      (i) the assignment to the Executive of any duties,
authority or responsibilities materially inconsistent with the Executive's
position (including status, offices, titles and reporting requirements),
authority, duties or responsibilities with the most significant of those held,
exercised or assigned at any time during the 90-day period immediately preceding
the Effective Date (excluding those duties that are only for the purpose of
effecting the Change of Control) or any other action by the Company that results
in a diminution in such position, authority, duties or responsibilities,
excluding for this purpose an isolated action that is insubstantial or
inadvertent and that is remedied by the Company promptly after receipt of notice
thereof given by the Executive;

                      (ii) any failure by the Company to comply with any of the
provisions of Section 4(b), other than an isolated failure that is insubstantial
or inadvertent failure and that is remedied by the Company promptly after
receipt of notice thereof given by the Executive;

                      (iii) the Company's requiring the Executive to be based at
any office or location other than that described in Section 4(a)(i)(B);

                      (iv) any purported termination by the Company of the
Executive's employment otherwise than as expressly permitted by this Agreement;

                      (v) any failure by the Company to obtain a satisfactory
agreement from any successor to the Company to assume and agree to perform the
Company's obligations under this Agreement, as contemplated in Section 11(c)
herein;

                      (vi) the Company requiring the Executive to engage in
excessive travel in comparison to travel required during the 90-day period
immediately preceding the Effective Date; or


Executive Retention Agreement        Page 7

<PAGE>

                      (vii) a substantial change in organizational reporting
relationships as compared to the 90-day period immediately preceding the
Effective Date that will have a significant impact on the status, offices,
titles and reporting requirements of the Executive.

         The Executive's continued employment shall not constitute consent to,
or a waiver of rights with respect to, any circumstance constituting Good
Reason.

                  (d) Notice of Termination. Any termination by the Company for
Cause, or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 12(b).
For purposes of this Agreement, a "NOTICE OF TERMINATION" means a written notice
that (i) indicates the specific termination provision in this Agreement relied
upon, (ii) to the extent applicable sets forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated and (iii) if the Date of Termination
(as defined below) is other than the date of receipt of such notice, specifies
the termination date of such notice. The failure by the Executive or the Company
to set forth in the Notice of Termination any fact or circumstance that supports
a showing of Good Reason or Cause shall not waive any right of the Executive or
the Company hereunder or preclude the Executive or the Company from later
asserting such fact or circumstance in enforcing the Executive's or the
Company's rights hereunder. The Company may not terminate the Executive's
employment for Cause after the Executive has delivered a Notice of Termination
for Good Reason; nor may the Executive terminate employment with Company for
Good Reason after Company has delivered a Notice of Termination to the
Executive.

                  (e) Date of Termination. "DATE OF TERMINATION" means (i) if
the Executive's employment is terminated by the Company for Cause or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified therein, as the case may be; (ii) if the Executive's
employment is terminated by the Company other than for Cause or Disability, the
date on which the Company notifies the Executive of such termination; and (iii)
if the Executive's employment is terminated by reason of death or Disability,
the date of death of the Executive or the Disability Effective Date, as the case
may be.

         6. Obligations of the Company upon Termination.

                  (a) Good Reason; Other than for Cause, Death or Disability.
If, during the Employment Period, the Company shall terminate the Executive's
employment other than for Cause or Disability or the Executive shall terminate
employment for Good Reason:

                      (i) The Company shall pay to the Executive in a lump sum
in cash within 30 days after the Date of Termination the aggregate of the
following amounts:


Executive Retention Agreement        Page 8

<PAGE>

                          A. The sum of (1) the Executive's Annual Base Salary
through the Date of Termination to the extent not theretofore paid, (2) the
product of (x) the Annual Bonus and (y) a fraction, the numerator of which is
the number of days in the current fiscal year through the Date of Termination,
and the denominator of which is 365 and (3) any compensation previously deferred
by the Executive (together with any accrued interest or earnings thereon) and
any accrued vacation pay, in each case to the extent not theretofore paid (the
sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter
referred to as the "ACCRUED OBLIGATIONS"); and

                          B. The amount (such amount shall be hereinafter
referred to as the "SEVERANCE AMOUNT") equal to two (2) times the sum of (x) the
Executive's Annual Base Salary and (y) the Annual Bonus; provided, however, that
such amount shall be reduced by the present value (determined as provided in
Section 280G(d)(4) of the Internal Revenue Code of 1986, as amended (the
"CODE")) of any other amount of severance relating to salary or bonus
continuation to be received by the Executive upon termination of employment of
the Executive under any severance plan, policy or arrangement of the Company;
and

                          C. A separate lump-sum supplemental retirement benefit
(the amount of such benefit shall be hereinafter referred to as the
"SUPPLEMENTAL RETIREMENT AMOUNT") equal to the difference between (1) the amount
payable under any Company retirement plan (or any successor plan thereto) (the
"RETIREMENT PLAN"), of which the Executive was a participant, and any
supplemental and/or excess retirement plan of the Company and its affiliated
companies providing benefits for the Executive (the "SERP") that the Executive
would receive if the Executive's employment continued at the compensation level
provided for in Sections 4(b)(i) and 4(b)(ii) for the remainder of the
Employment Period plus two (2) years, assuming for this purpose that all accrued
benefits are fully vested, and (2) the Executive's actual benefit (paid or
payable), if any, under the Retirement Plan and the SERP; and

                      (ii) For the remainder of the Employment Period plus two
(2) years, or such longer period as any plan, program, practice or policy may
provide, the Company shall continue benefits (or pay the pre-tax economic
equivalent) to the Executive and/or the Executive's family at least equal to
those which would have been provided to them in accordance with the plans,
programs, practices and policies described in Sections 4(b)(v) and 4(b)(vii) if
the Executive's employment had not been terminated in accordance with the most
favorable plans, practices, programs or policies of the Company and its
affiliated companies as in effect and applicable generally to other peer
executives and their families during the 90-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in effect generally at
any time thereafter with respect to other peer executives of the Company and its
affiliated companies and their families, provided, however, that if the
Executive becomes reemployed with another employer and is eligible to receive
medical or other welfare benefits under another employer provided plan, the
medical and other welfare benefits described herein shall be secondary to those
provided under such other plan during such applicable period of eligibility
(such continuation of such benefits for the applicable period 


Executive Retention Agreement        Page 9

<PAGE>
herein set forth shall be hereinafter referred to as "WELFARE BENEFIT
CONTINUATION". For purposes of determining eligibility of the Executive for
retiree benefits pursuant to such plans, practices, programs and policies, the
Executive shall be considered to have remained employed until the end of the
Employment Period and to have retired on the last day of such period; and

                      (iii) To the extent not theretofore paid or provided, for
the remainder of the Employment Period plus two (2) years, or such longer period
as any plan, program, practice or policy may provide, the Company shall timely
pay or provide to the Executive and/or the Executive's family any other amounts
or benefits (or the pre-tax economic equivalent) required to be paid or provided
or which the Executive and/or the Executive's family is eligible to receive
pursuant to this Agreement and under any plan, program, policy or practice or
contract or agreement of the Company and its affiliated companies as in effect
and applicable generally to other peer executives of the Company and its
affiliated companies and their families during the 90-day period immediately
preceding the Effective Date or, if more favorable to the Executive, as in
effect generally thereafter with respect to other peer executives of the Company
and its affiliated companies and their families (such other amounts and benefits
shall be hereinafter referred to as the "OTHER BENEFITS").

                  (b) Death. If the Executive's employment is terminated by
reason of the Executive's death during, the Employment Period, this Agreement
shall terminate without further obligations to the Executive's legal
representatives under this Agreement, other than for (i) payment of Accrued
Obligations (which shall be paid to the Executive's estate or beneficiary, as
applicable, in a lump sum in cash within 30 days of the Date of Termination) and
the timely payment or provision of the Welfare Benefit Continuation and Other
Benefits (excluding, in each case, Death Benefits (as defined below)) and (ii)
payment to the Executive's estate or beneficiary, as applicable, in a lump-sum
in cash within 30 days of the Date of Termination of an amount equal to (A) the
sum of the Severance Amount and the Supplemental Retirement Amount reduced, but
not below zero, by (B) the present value (determined as provided in Section
280G(d)(4) of the Code) of any cash amount to be received by the Executive or
the Executive's family as a death benefit pursuant to the terms of any plan,
policy or arrangement of the Company and its affiliated companies, but not
including any proceeds of life insurance covering the Executive to the extent
paid for directly or on a contributory basis by the Executive (which shall be
paid in any event as an Other Benefit) (the benefits included in this clause (B)
shall be hereinafter referred to as the "DEATH BENEFITS").

                  (c) Disability. If the Executive's employment is terminated by
reason of the Executive's Disability during the Employment Period, this
Agreement shall terminate without further obligations to the Executive, other
than for (i) payment of Accrued Obligations (which shall be paid to the
Executive in a lump sum in cash within 30 days of the Date of Termination) and
the timely payment of provision of the Welfare Benefit Continuation and Other
Benefits (excluding, in each case, Disability Benefits, as defined below) and
(ii) payment to the Executive in a lump sum in cash within 30 days of the Date
of Termination of an amount equal to (A) the sum of the Severance Amount and the
Supplemental Retirement Amount reduced, but not below zero, by (B) the present
value (determined as provided in Section 280G(d)(4) of 


Executive Retention Agreement        Page 10

<PAGE>

the Code) of any cash amount to be received by the Executive as a disability
benefit pursuant to the terms of any plan, policy or arrangement of the Company
and its affiliated companies, but not including any proceeds of disability
insurance covering the Executive to the extent paid for directly or on a
contributory basis by the Executive (which shall be paid in any event as an
Other Benefit) (the benefits included in this clause (B) shall be hereinafter
referred to as the "DISABILITY BENEFITS").

                  (d) Cause; Other than for Good Reason. If the Executive's
employment shall be terminated for Cause during the Employment Period, this
Agreement shall terminate without further obligations to the Executive other
than the obligation to pay to the Executive Annual Base Salary through the Date
of Termination plus the amount of any compensation previously deferred by the
Executive, in each case to the extent theretofore unpaid. If the Executive
terminates employment during the Employment Period, excluding a termination for
Good Reason, this Agreement shall terminate without further obligations to the
Executive, other than for Accrued Obligations and the timely payment or
provision of Other Benefits. In such case, all Accrued Obligations shall be paid
to the Executive in a lump sum in cash within 30 days of the Date of
Termination.

         7. Non-exclusivity of Rights. Except as provided in Sections 6(a)(ii),
6(b) and 6(c), nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any plan, program, policy or practice
provided by the Company or any of its affiliated companies and for which the
Executive may qualify, nor shall anything herein limit or otherwise affect such
rights as the Executive may have under any contract or agreement with the
Company or any of its affiliated companies. Amounts that are vested benefits or
that the Executive is otherwise entitled to receive under any plan, policy,
practice or program of or any contract or agreement with the Company or any of
its affiliated companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement.

         8. Full Settlement; Resolution of Disputes.

                  (a) The Company's obligation to make the payments provided for
in this Agreement and otherwise to perform its obligations hereunder shall not
be affected by any set-off, counterclaim, recoupment, defense or other claim,
right or action which the Company may have against the Executive or others. In
no event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Executive under
any of the provisions of this Agreement and, except as provided in Section
6(a)(ii), such amounts shall not be reduced if the Executive obtains other
employment.

                  (b) Parties recognize that there may be disputes between them
as to whether the circumstances of the Executive's termination are covered by
Section 6(a), (b) or (c) as the Executive and/or the Executive's family may
contend or are covered by Section 6(d) as Company may contend. In the event of
such a dispute, there may be a need for a binding ruling by a neutral decision
maker. In such an event, the following shall apply:


Executive Retention Agreement        Page 11

<PAGE>

                      (i) If the Executive delivers a Notice of Termination to
Company based on Section 6(a), (b) or (c), Company must pay the benefits
provided in Section 6 unless Company commences arbitration to resolve the
dispute within 30 days of the receipt of a Notice of Termination by the
Executive. Failure to commence arbitration within the time stated is deemed an
admission by Company of the Executive's reason for termination.

                      (ii) If Company delivers a Notice of Termination based on
Section 6(d), Executive and/or Executive's family must commence arbitration to
dispute the terms of such termination. Failure to commence arbitration within 60
days of the receipt of a Notice of Termination from Company is deemed an
admission by the Executive of termination pursuant to Section 6(d).

                      (iii) Arbitration shall be conducted before a panel of
three (3) arbitrators sitting in a location selected by the Executive within
fifty (50) miles from the location of his job with the Company, in accordance
with the rules of the American Arbitration Association then in effect. One
arbitrator shall be selected by the Company. One arbitrator shall be selected by
the Executive. The third arbitrator shall be selected by the two arbitrators
selected by the Company and the Executive. Judgment may be entered on the award
of the arbitrators in any court having proper jurisdiction, and such shall
constitute the final, nonappealable decision.

                      (iv) Company agrees to pay promptly as incurred, to the
full extent permitted by law, all legal fees and expenses that the Executive may
reasonably incur as a result of any contest by the Company, the Executive or
others of the validity or enforceability of, or liability under, any provision
of this Agreement or any guarantee of performance thereof (including as a result
of any contest by the Executive about the amount of any payment pursuant to this
Agreement), including all costs of arbitration, plus in each case interest on
any delayed payment at the applicable Federal rate provided for in Section
7872(f)(2)(A) of the Code.

                      (v) During the pendency of a dispute resolution, Company
shall proceed to pay Annual Base Salary and Annual Bonus (referred to
collectively as "CONTINUATION BENEFITS") to the Executive and/or the Executive's
family or other beneficiaries, as the case may be, as though no such termination
had occurred.

                          (A) If it is determined that the Executive's
contention that Section 6(a), (b) or (c) was applicable, no portion of the
Continuation Benefits will be recoverable by Company, nor shall any portion of
such be credited towards the benefits due (per Section 6) to the Executive. If
such a contention is not sustained by the arbitration panel, all Continuation
Benefits are recoverable by Company, plus interest at the rate of interest that
Company could have earned on amounts paid for such Continuation Benefits.


Executive Retention Agreement        Page 12

<PAGE>

                          (B) If it is determined that Company's contention that
Section 6(d) was applicable is found to be incorrect, none of the Continuation
Benefits shall be credited to the benefits due (per Section 6) to the Executive.
If, however, Company's contention that Section 6(d) was applicable is found to
be correct, all amounts paid by Company as Continuation Benefits shall be
recoverable from Executive plus interest at the rate of interest that Company
could have earned on the amounts paid for such Continuation Benefits.

                          (C) If the Executive does not make payment of the
Continuation Benefits and accrued interest due to Company within 60 days
following the resolution of the dispute for any amounts recoverable by Company,
interest (on the total amount due) shall be due at the lesser of:

                              (1)   The rate published as the Prime Rate in the
                                    Wall Street Journal plus one percentage
                                    point on the date of receipt of the Notice
                                    of Termination; or

                              (2)   The maximum amount of interest allowed by
                                    law.

                          (D) If the Company does not pay any amount due to the
Executive hereunder within the time provided, then in addition to such amount,
Company shall pay Executive an amount of interest (on the total amount due) at
the lesser of:

                              (1)   The rate published as the Prime Rate in the
                                    Wall Street Journal plus one percentage
                                    point on the date such payment is due; or

                              (2)   The maximum amount of interest allowed
                                    by law.

         9. Limitation on Termination Payment.

                  (a) Determination of Termination Payment Limit.
Notwithstanding any other provision of this Agreement, if any portion of the
Severance Amount or any other payment under this Agreement, or under any other
agreement with or plan of the Company (in the aggregate "TOTAL PAYMENTS") would
constitute an Excess Parachute Payment, then the payments to be made to the
Executive under this Agreement shall be reduced such that the value of the
aggregate Total Payments that the Executive is entitled to receive shall be one
dollar ($1) less than the maximum amount which the Executive may receive without
becoming subject to the tax imposed by Section 4999 of the Code, or which the
Company may pay without loss of deduction under Section 280G(a) of the Code.
However, the payments to be made to the Executive under this Agreement shall be
reduced if and only if so reducing the payments results in the Executive
receiving a greater net Severance Amount than he would have received had a
reduction not occurred and an excise tax been paid pursuant to Code Section
4999. For purposes of this Agreement, the terms "EXCESS PARACHUTE PAYMENT" and
"PARACHUTE PAYMENTS" shall have the meanings assigned to them in Section 280G of
the Code, and such Parachute Payments shall be valued as provided therein.


Executive Retention Agreement        Page 13

<PAGE>

                  (b) Procedure for Establishing Limitation on Termination
Payment. Within sixty (60) days following delivery of the Notice of Termination
or notice by the Company to the Executive of its belief that there is a payment
or benefit due the Executive which will result in an "Excess Parachute Payment",
the Executive and the Company, at the Company's expense, shall obtain the
opinion of such legal counsel, which need not be unqualified, as the Executive
may choose, which sets forth: (i) the amount of the Executive's "Annualized
Includible Compensation For The Base Period" (as defined in Code Section
280G(d)(1)); (ii) the present value of the Total Payments; and (iii) the amount
and present value of any Excess Parachute Payment. The opinion of such legal
counsel may be supported by the opinion of a certified public accounting firm
and, if necessary, a firm of recognized executive compensation consultants. Such
opinion shall be binding upon the Company and the Executive. In the event that
such opinion determines that there would be an Excess Parachute Payment, the
Severance Amount hereunder or any other payment determined by such counsel to be
includible in Total Payments shall be reduced or eliminated so that under the
basis of calculations set forth in such opinion, there will be no Excess
Parachute Payment. The provisions of this Section 9(b), including the
calculations, notices, and opinion provided for herein shall be based upon the
conclusive presumption that: (i) the compensation and benefits provided for
herein; and (ii) any other compensation earned prior to the Effective Date of
termination by the Executive pursuant to the Company's compensation programs (if
such payments would have been made in the future in any event, even though the
timing of such payment is triggered by the Change-of-Control), are reasonable.

                  (c) Subsequent Imposition of Excise Tax. If, notwithstanding
compliance with the provisions of Sections 9(a), and 9(b) herein, it is
ultimately determined by a court or pursuant to a final determination by the
Internal Revenue Service that any portion of the Total Payments is considered to
be a Parachute Payment, subject to excise tax under Section 4999 of the Code,
which was not contemplated to be a Parachute Payment at the time of payment (so
as to accurately determine whether a limitation benefit to the Executive, as
provided in Section 9(b) hereof), the Executive shall be entitled to receive a
lump sum cash payment sufficient to place the Executive in the same net
after-tax position, computed by using the Special Tax Rate (as such term is
defined below), that the Executive would have been in had such payment not been
subject to such excise tax, and had the Executive not incurred any interest
charges or penalties with respect to the imposition of such excise tax. For
purposes of this Agreement, the "SPECIAL TAX RATE" shall be the highest
effective federal and state marginal tax rates applicable to the Executive in
the year in which the payment contemplated under this Section 9 is made.


Executive Retention Agreement        Page 14

<PAGE>


         10. Confidential Information. The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or any of its affiliated companies,
and their respective businesses, which shall have been obtained by the Executive
during the Executive's employment by the Company or any of its affiliated
companies and which shall not be or have become public knowledge (other than by
acts by the Executive or representatives of the Executive in violation of this
Agreement). After termination of the Executive's employment with the Company,
the Executive shall not, without the prior written consent of the Company or as
may otherwise be required by law or legal process, communicate or divulge any
such information, knowledge or data to anyone other than the Company and those
designated by it. In no event shall an asserted violation of the provisions of
this Section 10 constitute a basis for deferring or withholding any amounts
otherwise payable to the Executive under this Agreement.

         11. Successors.

                  (a) This Agreement is personal to the Executive and without
the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representatives.

                  (b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.

                  (c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "COMPANY" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid that assumes and agrees to perform this Agreement by operation of law,
or otherwise.

                  (d) Failure of the Company to obtain such assumption and
agreement prior to the effective date of any such succession shall be a breach
of this Agreement and shall entitle the Executive to compensation from the
Company in the same amount and on the same terms as the Executive would be
entitled to hereunder if he had terminated his employment with the Company
voluntarily for Good Reason. For the purpose of implementing the foregoing, the
date on which any such succession becomes effective shall be deemed the Date of
Termination.

         12. Miscellaneous.

                  (a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, without reference to principles
of conflict of laws. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect. This Agreement may not be
amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.


Executive Retention Agreement        Page 15

<PAGE>

                  (b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

        If to the Executive:

                  John S. Davis
                  2704 Westminster
                  Dallas, TX  75205

        If to the Company:

                  Dave & Buster's, Inc.
                  2481 Manana Drive
                  Dallas, TX   75220
                  Attention:  General Counsel

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

                  (c) The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

                  (d) The Company may withhold from any amounts payable under
this Agreement such Federal, state or local taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

                  (e) The Executive's or the Company's failure to insist upon
strict compliance with any provision hereof or any other provision of this
Agreement or the failure to assert any right the Executive or the Company may
have hereunder, including, without limitation, the right of the Executive to
terminate employment for Good Reason pursuant to Section 5(c)(i)-(v), shall not
be deemed to be a waiver of such provision or right or any other provision or
right of this Agreement.

                  (f) The Executive and the Company acknowledge that, except as
may otherwise be provided under any other written agreement between the
Executive and the Company, the employment of the Executive by the Company prior
to the Effective Date is" at will" and may be terminated by either the Executive
of the Company at any time. If prior to the Effective Date, the Executive's
employment with the Company terminates, the Executive shall have no further
rights and obligations under this Agreement.


Executive Retention Agreement        Page 16

<PAGE>

                  (g) No provision of this Agreement may be modified, waived, or
discharged unless such modification, waiver, or discharge is agreed to in
writing and signed by the Executive and by an authorized member of the
Committee, or by the respective parties' legal representatives and successors.

                  (h) The Company and Wachovia Bank of North Carolina, N.A., as
Trustee have previously executed the Dave & Buster's, Inc. Executive Retention
Agreement Trust dated April 3, 2000. The Company covenants with Executive to:
(i) identify Executive as a Plan Participant thereunder by amending Attachment 1
thereto; and (ii) make all payments required of the Company pursuant to such
agreement.

         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Committee, the Company has caused
these presents to be executed in its name on its behalf, all as of the day and
year first above written.



                                                 /s/ John S. Davis
                                           -------------------------------------
                                                     John S. Davis



                                           Dave & Buster's, Inc.


                                           By:     /s/ David O. Corriveau
                                                -------------------------------
                                           Its:        President
                                                -------------------------------


Executive Retention Agreement        Page 17



<PAGE>
                                                                   EXHIBIT 10.23


                          EXECUTIVE RETENTION AGREEMENT


         AGREEMENT by and between Dave & Buster's, Inc. (the "COMPANY"), and W.
C. Hammett, Jr. (the "Executive"), dated as of the 3rd day of December, 2001.

         The Compensation Committee of the Company, (the "COMMITTEE"), has
determined that it is in the best interests of the Company and its owners to
assure that the Company will have the continued dedication of the Executive,
notwithstanding the possibility, threat or occurrence of a Change of Control (as
defined in Section 2) of Dave & Buster's, Inc. (the "CORPORATION"). The
Committee believes it is imperative to minimize distraction of the Executive
resulting from personal uncertainties and risks created by a pending or
threatened Change of Control, to encourage the Executive's full attention and
dedication to the Company currently and in the event of any threatened or
pending Change of Control, and to provide the Executive with compensation and
benefits arrangements upon a Change of Control that satisfy the compensation and
benefits expectations of the Executive and are competitive with those of other
corporations. Therefore, in order to accomplish these objectives, the Committee
has caused the Company to enter into this Agreement.


         NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

         1. Certain Definitions.

                  (a) The "EFFECTIVE DATE" shall mean the first date during the
Change of Control Period (as defined in Section 1(b)) on which a Change of
Control occurs. Anything in this Agreement to the contrary notwithstanding, if a
Change of Control occurs and if the Executive's employment with the Company is
terminated by the Company within ninety (90) days prior to the date on which the
Change of Control occurs, then for all purposes of this Agreement the "EFFECTIVE
DATE" shall mean the date immediately prior to the date of such termination of
employment.

                  (b) The "CHANGE OF CONTROL PERIOD" shall mean the period
commencing on the date hereof and ending on the third anniversary of such date;
provided, however, that commencing on the date one year after the date hereof,
and on each annual anniversary of such date (such date and each annual
anniversary thereof shall be hereinafter referred to as the "RENEWAL DATE"), the
Change of Control Period shall be automatically extended so as to terminate
three years from such Renewal Date, unless at least 60 days prior to the Renewal
Date the Company shall give notice to the Executive that the Change of Control
Period shall not be so extended.

         2. Control. For the purpose of this Agreement, a "CHANGE OF CONTROL"
shall mean:

                  (a) Acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the 


Executive Retention Agreement        Page 1

<PAGE>
"EXCHANGE ACT")) (a "PERSON") of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 30% or more of either (i) the
then outstanding shares of common stock of the Corporation (the "OUTSTANDING
COMMON STOCK") or (ii) the combined voting power of the then outstanding voting
securities of the Corporation entitled to vote generally in the election of its
directors (the "OUTSTANDING VOTING SECURITIES"); provided, however, that the
following acquisitions shall not constitute a Change of Control: (i) any
acquisition directly from the Corporation (excluding an acquisition by virtue of
the exercise of a conversion privilege), (ii) any acquisition by the
Corporation, (iii) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Corporation or any corporation controlled
by the Corporation or (iv) any acquisition by any corporation pursuant to a
reorganization, merger or consolidation, if, following such reorganization,
merger or consolidation, the conditions described in clauses (i), (ii) and (iii)
of subsection (c) of this Section 2 are satisfied; or

                  (b) Individuals who, as of the date hereof, constitute the
Board of Directors of the Corporation (the "INCUMBENT BOARD") cease for any
reason to constitute at least a majority of the Board of Directors said
Corporation (the "BOARD"); provided, however, that any individual becoming a
director subsequent to the date hereof whose election, or nomination for
election by the Corporation's shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of either an actual or threatened election contest (as
such terms are used in Rule 14a-11 of Regulation 14.A promulgated under the
Exchange Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board; or

                  (c) Approval by the shareholders of the Corporation of a
reorganization, merger or consolidation, in each case, unless, following such
reorganization, merger or consolidation, (i) more than 50% of the then
outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation and more than 50% of the combined voting
power of the then outstanding voting securities of such corporation entitled to
vote generally in the election of directors is then beneficially owned, directly
or indirectly, by all or substantially all of the individuals and entities who
were the beneficial owners, respectively, of the Outstanding Common Stock and
Outstanding Voting Securities immediately prior to such reorganization, merger
or consolidation in substantially the same proportions as their ownership
immediately prior to such reorganization, merger or consolidation, of the
Outstanding Common Stock and Outstanding Voting Securities, as the case may be;
(ii) no Person (excluding the Corporation, any employee benefit plan (or related
trust) of the Corporation or such corporation resulting from such
reorganization, merger or consolidation and any Person beneficially owning,
immediately prior to such reorganization, merger or consolidation, directly or
indirectly, 30% or more of the Outstanding Common Stock or Outstanding Voting
Securities, as the case may be) beneficially owns, directly or indirectly, 30%
or more of the then outstanding shares of common stock of the corporation
resulting from such reorganization, merger or consolidation or the combined
voting power of 


Executive Retention Agreement        Page 2

<PAGE>
the then outstanding voting securities of such corporation entitled to vote
generally in the election of directors; and (iii) at least a majority of the
members of the board of directors of the corporation resulting from such
reorganization, merger or consolidation were members of the Incumbent Board at
the time of the execution of the initial agreement providing for such
reorganization, merger or consolidation; or

                  (d) Approval by the shareholders of the Corporation of (i) a
complete liquidation or dissolution of the Corporation or (ii) the sale or other
disposition of all or substantially all of the assets of the Corporation, other
than to a corporation with respect to which, following such sale or other
disposition, (A) more than 50% of the then outstanding shares of common stock of
such corporation and more than 50% of the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Common Stock and Outstanding Voting
Securities immediately prior to such sale or other disposition in substantially
the same proportion as their ownership immediately prior to such sale or other
disposition of the Outstanding Common Stock or Outstanding Voting Securities, as
the case may be; (B) no Person (excluding the Corporation and any employee
benefit plan (or related trust) of the Corporation or such corporation and any
Person beneficially owning, immediately prior to such sale or other disposition,
directly or indirectly, 30% or more of the Outstanding Common Stock or
Outstanding Voting Securities, as the case may be) beneficially owns, directly
or indirectly, 30% or more of the then outstanding shares of common stock of
such corporation or 30% or more of the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors; and (C) at least a majority of the members of the
board of directors of such corporation were members of the Incumbent Board at
the time of the execution of the initial agreement or action of the Board
providing for such sale or other disposition of assets of the Corporation.

A "Change of Control" will not include any transaction otherwise covered by
subsections (a) through (d) above in which beneficial ownership of the
Outstanding Common Stock is acquired by, or the Corporation is merged or
consolidated with an affiliate of, a "group" (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act) in which David O. Corriveau and James
W. Corley are named participants in a Form 13E-3 (or any successor form) filed
with the Securities and Exchange Commission and remain as executive officers and
directors of the Corporation or its successor after the completion of such
transaction.

         3. Employment Period. The Company hereby agrees to continue the
Executive in its employ, and the Executive hereby agrees to remain in the employ
of the Company, in accordance with the terms and provisions of this Agreement,
for the period commencing on the Effective Date and ending on the second
anniversary of such date (the "EMPLOYMENT PERIOD"). Employment by one or more of
the affiliated companies, as hereinafter defined, shall be considered employment
by the Company.


Executive Retention Agreement        Page 3

<PAGE>

         4. Terms of Employment.

                  (a) Position and Duties.

                      (i) During the Employment Period, (A) the Executive's
position (including status, offices, titles and reporting requirements),
authority, duties and responsibilities shall be consistent in all material
respects with the most significant of those held, exercised or assigned at any
time during the 90-day period immediately preceding the Effective Date and (B)
the Executive's services shall be performed at the location where the Executive
was employed immediately preceding the Effective Date or any office that is the
headquarters of the Company and is less than 25 miles from such location.

                      (ii) During the Employment Period, and excluding any
periods of vacation and sick leave to which the Executive is entitled, the
Executive agrees to devote reasonable attention and time during normal business
hours to the business and affairs of the Company and, to the extent necessary to
discharge the responsibilities assigned to the Executive hereunder, to use the
Executive's reasonable best efforts to perform faithfully and efficiently such
responsibilities. During the Employment Period it shall not be a violation of
this Agreement for the Executive to (A) serve on corporate, civic or charitable
boards or committees, (B) deliver lectures, fulfill speaking engagements or
teach at educational institutions and (C) manage personal investments, so long
as such activities do not significantly interfere with the performance of the
Executive's responsibilities to the Company. It is expressly understood and
agreed that to the extent that any such activities have been conducted by the
Executive prior to the Effective Date, the continued conduct of such activities
(or the conduct of activities similar in nature and scope thereto) subsequent to
the Effective Date shall not hereafter be deemed to interfere with the
performance of the Executive's responsibilities to the Company.

                  (b) Compensation.

                      (i) Base Salary. During the Employment period, the
Executive shall receive an annual base salary ("ANNUAL BASE SALARY"), which
shall be paid in equal installments on a monthly basis, at least equal to twelve
times the highest monthly base salary paid or payable to the Executive by the
Company and its affiliated companies during the twelve-month period immediately
preceding the month in which the Effective Date occurs. During the Employment
Period, the Annual Base Salary shall be reviewed at least annually and shall be
increased at any time and from time to time as shall be substantially consistent
with increases in base salary generally awarded in the ordinary course of
business to other peer executives of the Company and its affiliated companies.
Any increase in Annual Base Salary shall not serve to limit or reduce any other
obligation to the Executive under this Agreement. Annual Base Salary shall not
be reduced after any such increase and the term Annual Base Salary as utilized
in this Agreement shall refer to Annual Base Salary as so increased. As used in
this Agreement, the term "AFFILIATED COMPANIES" shall include any company
controlled by, controlling or under common control with the Company.


Executive Retention Agreement        Page 4

<PAGE>

                      (ii) Annual Bonus. In addition to Annual Base Salary, the
Executive shall be awarded, for each fiscal year ending during the Employment
Period, an annual bonus (the "ANNUAL BONUS") in cash at least equal to the
greater of: (a) the maximum bonus that the Executive could have been paid
pursuant to the executive incentive bonus plan in effect ninety (90) days prior
to the Effective Date and (b) fifty percent (50%) of the Annual Base Salary then
in effect. Each such Annual Bonus shall be paid no later than the end of the
third month of the fiscal year next following the fiscal year for which the
Annual Bonus is awarded, unless the Executive shall elect to defer the receipt
of such Annual Bonus.

                      (iii) Incentive, Savings and Retirement Plans. During the
Employment Period, the Executive shall be entitled to participate in all
incentive, savings and retirement plans, practices, policies and programs
applicable generally to other peer executives of the Company and its affiliated
companies. Such plans, practices, policies and programs shall provide the
Executive with incentive opportunities (measured with respect to both regular
and special incentive opportunities, if any), savings opportunities and
retirement benefit opportunities, in each case, as favorable as the most
favorable of those provided by the Company and its affiliated companies for the
Executive under such plans, practices, policies and programs as in effect at any
time during the 90-day period immediately preceding the Effective Date or, if
more favorable to the Executive, those provided generally at any time after the
Effective Date to other peer executives of the Company and its affiliated
companies.

                      (iv) Welfare Benefit Plans. During the Employment Period,
the Executive and/or the Executive's family, as the case may be, shall be
eligible for participation in and shall receive all benefits under welfare
benefit plans, practices, policies and programs provided by the Company and its
affiliated companies (including, without limitation, medical, prescription,
dental, disability, salary continuance, employee life, group life, accidental
death and travel accident insurance plans and programs) to the extent applicable
generally to other peer executives of the Company and its affiliated companies.
Such plans, practices, policies and programs shall provide the Executive with
benefits that are, in each case, as favorable, as the most favorable of such
plans, practices, policies and programs in effect for the Executive at any time
during the 90-day period immediately preceding the Effective Date or, if more
favorable to the Executive, those provided generally at any time after the
Effective Date to other peer executives of the Company and its affiliated
companies.

                      (v) Expenses. During the Employment Period, the Executive
shall be entitled to receive prompt reimbursement for all reasonable employment
expenses incurred by the Executive in accordance with the most favorable
policies, practices and procedures of the Company and its affiliated companies
in effect for the Executive at any time during the 90-day period immediately
preceding the Effective Date or, if more favorable to the Executive, as in
effect generally at any time thereafter with respect to other peer executives of
the Company and its affiliated companies.


Executive Retention Agreement        Page 5

<PAGE>

                      (vi) Fringe Benefits. During the Employment Period, the
Executive shall be entitled to fringe benefits in accordance with the most
favorable plans, practices, programs and policies of the Company and its
affiliated companies in effect for the Executive at any time during the 90-day
period immediately preceding the Effective Date, or if more favorable to the
Executive, as in effect generally at any time thereafter with respect to other
peer executives of the Company and its affiliated companies.

                      (vii) Office and Support Staff. During the Employment
Period, the Executive shall be entitled to an office or offices of a size and
with furnishings and other appointments, and to exclusive personal secretarial
and other assistance, at least equal to the most favorable of the foregoing
provided to the Executive by the Company or its affiliated companies at any time
during the 90-day period immediately preceding the Effective Date or, if more
favorable to the Executive, as provided generally at any time thereafter with
respect to other peer executives of the Company and its affiliated companies.

                      (viii) Vacation. During the Employment Period, the
Executive shall be entitled to paid vacation in accordance with the most
favorable plans, policies, programs and practices of the Company and its
affiliated companies as in effect for the Executive at any time during the
90-day period immediately preceding the Effective Date or, if more favorable to
the Executive, as in effect generally at any time thereafter with respect to
other peer executives of the Company and its affiliated companies.

        5.      Termination of Employment.

                  (a) Death or Disability. The Executive's employment shall
terminate automatically upon the Executive's death during the Employment Period.
If the Company determines in good faith that the Disability of the Executive has
occurred during the Employment Period (pursuant to the definition of Disability
set forth below), it may give to the Executive written notice in accordance with
Section 12(b) of its intention to terminate the Executive's employment. In such
event, the Executive's employment with the Company shall terminate effective on
the 30th day after receipt of such notice by the Executive (the "DISABILITY
EFFECTIVE DATE"), provided that, within the 30 days after such receipt, the
Executive shall not have returned to full-time performance of the Executive's
duties. For purposes of this Agreement, "DISABILITY" shall mean the absence of
the Executive from the Executive's full-time duties with the Company for 180
consecutive calendar days as a result of incapacity due to mental or physical
illness that is determined to be total and permanent by a physician selected by
the Company or its insurers and acceptable to the Executive or the Executive's
legal representative (such agreement as to acceptability not to be withheld
unreasonably).

                  (b) Cause. The Company may terminate the Executive's
employment during the Employment Period for Cause. For purposes of this
Agreement, "CAUSE" shall be determined by the Committee in exercise of good
faith and reasonable judgment and shall mean (i) a material violation of Company
policy or a material breach by the Executive of the 


Executive Retention Agreement        Page 6

<PAGE>
Executive's obligations under Section 4(a) (other than as a result of incapacity
due to physical or mental illness) that is demonstrably willful and deliberate
on the Executive's part, committed in bad faith or without reasonable belief
that the action or inaction that constitutes such breach is in the best
interests of the Company, and, if subject to being effectively remedied, is not
remedied in a reasonable period of time after receipt of written notice from the
Company specifying such breach or violation ("NOTE OF BREACH"); or (ii) the
conviction of the Executive of a felony involving moral turpitude.

         If Company delivers a Notice of Breach to Executive describing the
situation to be remedied and Executive fails to remedy such violation or breach
within a reasonable period of time (as determined in the Notice of Breach), a
Notice of Termination delivered to the Executive subsequent to the Notice of
Breach shall become effective retroactively back to the date of delivery of the
Notice of Breach to the Executive.

                  (c) Good Reason. The Executive's employment may be terminated
during the Employment Period by the Executive for Good Reason. For purposes of
this Agreement, "GOOD REASON" shall mean, without the Executive's express
written consent, the occurrence of any one or more of the following:

                      (i) the assignment to the Executive of any duties,
authority or responsibilities materially inconsistent with the Executive's
position (including status, offices, titles and reporting requirements),
authority, duties or responsibilities with the most significant of those held,
exercised or assigned at any time during the 90-day period immediately preceding
the Effective Date (excluding those duties that are only for the purpose of
effecting the Change of Control) or any other action by the Company that results
in a diminution in such position, authority, duties or responsibilities,
excluding for this purpose an isolated action that is insubstantial or
inadvertent and that is remedied by the Company promptly after receipt of notice
thereof given by the Executive;

                      (ii) any failure by the Company to comply with any of the
provisions of Section 4(b), other than an isolated failure that is insubstantial
or inadvertent failure and that is remedied by the Company promptly after
receipt of notice thereof given by the Executive;

                      (iii) the Company's requiring the Executive to be based at
any office or location other than that described in Section 4(a)(i)(B);

                      (iv) any purported termination by the Company of the
Executive's employment otherwise than as expressly permitted by this Agreement;

                      (v) any failure by the Company to obtain a satisfactory
agreement from any successor to the Company to assume and agree to perform the
Company's obligations under this Agreement, as contemplated in Section 11(c)
herein;


Executive Retention Agreement        Page 7

<PAGE>

                      (vi) the Company requiring the Executive to engage in
excessive travel in comparison to travel required during the 90-day period
immediately preceding the Effective Date; or

                      (vii) a substantial change in organizational reporting
relationships as compared to the 90-day period immediately preceding the
Effective Date that will have a significant impact on the status, offices,
titles and reporting requirements of the Executive.

        The Executive's continued employment shall not constitute consent to, or
a waiver of rights with respect to, any circumstance constituting Good Reason.

                  (d) Notice of Termination. Any termination by the Company for
Cause, or by the Executive for Good Reason, shall be communicated by Notice of
Termination to the other party hereto given in accordance with Section 12(b).
For purposes of this Agreement, a "NOTICE OF TERMINATION" means a written notice
that (i) indicates the specific termination provision in this Agreement relied
upon, (ii) to the extent applicable sets forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated and (iii) if the Date of Termination
(as defined below) is other than the date of receipt of such notice, specifies
the termination date of such notice. The failure by the Executive or the Company
to set forth in the Notice of Termination any fact or circumstance that supports
a showing of Good Reason or Cause shall not waive any right of the Executive or
the Company hereunder or preclude the Executive or the Company from later
asserting such fact or circumstance in enforcing the Executive's or the
Company's rights hereunder. The Company may not terminate the Executive's
employment for Cause after the Executive has delivered a Notice of Termination
for Good Reason; nor may the Executive terminate employment with Company for
Good Reason after Company has delivered a Notice of Termination to the
Executive.

                  (e) Date of Termination. "DATE OF TERMINATION" means (i) if
the Executive's employment is terminated by the Company for Cause or by the
Executive for Good Reason, the date of receipt of the Notice of Termination or
any later date specified therein, as the case may be; (ii) if the Executive's
employment is terminated by the Company other than for Cause or Disability, the
date on which the Company notifies the Executive of such termination; and (iii)
if the Executive's employment is terminated by reason of death or Disability,
the date of death of the Executive or the Disability Effective Date, as the case
may be.

         6. Obligations of the Company upon Termination.

                  (a) Good Reason; Other than for Cause, Death or Disability.
If, during the Employment Period, the Company shall terminate the Executive's
employment other than for Cause or Disability or the Executive shall terminate
employment for Good Reason:

                      (i) The Company shall pay to the Executive in a lump sum
in cash within 30 days after the Date of Termination the aggregate of the
following amounts:


Executive Retention Agreement        Page 8

<PAGE>

                          A. The sum of (1) the Executive's Annual Base Salary
through the Date of Termination to the extent not theretofore paid, (2) the
product of (x) the Annual Bonus and (y) a fraction, the numerator of which is
the number of days in the current fiscal year through the Date of Termination,
and the denominator of which is 365 and (3) any compensation previously deferred
by the Executive (together with any accrued interest or earnings thereon) and
any accrued vacation pay, in each case to the extent not theretofore paid (the
sum of the amounts described in clauses (1), (2) and (3) shall be hereinafter
referred to as the "ACCRUED OBLIGATIONS"); and

                          B. The amount (such amount shall be hereinafter
referred to as the "SEVERANCE AMOUNT") equal to two (2) times the sum of (x) the
Executive's Annual Base Salary and (y) the Annual Bonus; provided, however, that
such amount shall be reduced by the present value (determined as provided in
Section 280G(d)(4) of the Internal Revenue Code of 1986, as amended (the
"CODE")) of any other amount of severance relating to salary or bonus
continuation to be received by the Executive upon termination of employment of
the Executive under any severance plan, policy or arrangement of the Company;
and

                          C. A separate lump-sum supplemental retirement benefit
(the amount of such benefit shall be hereinafter referred to as the
"SUPPLEMENTAL RETIREMENT AMOUNT") equal to the difference between (1) the amount
payable under any Company retirement plan (or any successor plan thereto) (the
"RETIREMENT PLAN"), of which the Executive was a participant, and any
supplemental and/or excess retirement plan of the Company and its affiliated
companies providing benefits for the Executive (the "SERP") that the Executive
would receive if the Executive's employment continued at the compensation level
provided for in Sections 4(b)(i) and 4(b)(ii) for the remainder of the
Employment Period plus two (2) years, assuming for this purpose that all accrued
benefits are fully vested, and (2) the Executive's actual benefit (paid or
payable), if any, under the Retirement Plan and the SERP; and

                      (ii) For the remainder of the Employment Period plus two
(2) years, or such longer period as any plan, program, practice or policy may
provide, the Company shall continue benefits (or pay the pre-tax economic
equivalent) to the Executive and/or the Executive's family at least equal to
those which would have been provided to them in accordance with the plans,
programs, practices and policies described in Sections 4(b)(v) and 4(b)(vii) if
the Executive's employment had not been terminated in accordance with the most
favorable plans, practices, programs or policies of the Company and its
affiliated companies as in effect and applicable generally to other peer
executives and their families during the 90-day period immediately preceding the
Effective Date or, if more favorable to the Executive, as in effect generally at
any time thereafter with respect to other peer executives of the Company and its
affiliated companies and their families, provided, however, that if the
Executive becomes reemployed with another employer and is eligible to receive
medical or other welfare benefits under another employer provided plan, the
medical and other welfare benefits described herein shall be secondary to those
provided under such other plan during such applicable period of eligibility
(such continuation of such benefits for the applicable period 


Executive Retention Agreement        Page 9

<PAGE>
herein set forth shall be hereinafter referred to as "WELFARE BENEFIT
CONTINUATION". For purposes of determining eligibility of the Executive for
retiree benefits pursuant to such plans, practices, programs and policies, the
Executive shall be considered to have remained employed until the end of the
Employment Period and to have retired on the last day of such period; and

                      (iii) To the extent not theretofore paid or provided, for
the remainder of the Employment Period plus two (2) years, or such longer period
as any plan, program, practice or policy may provide, the Company shall timely
pay or provide to the Executive and/or the Executive's family any other amounts
or benefits (or the pre-tax economic equivalent) required to be paid or provided
or which the Executive and/or the Executive's family is eligible to receive
pursuant to this Agreement and under any plan, program, policy or practice or
contract or agreement of the Company and its affiliated companies as in effect
and applicable generally to other peer executives of the Company and its
affiliated companies and their families during the 90-day period immediately
preceding the Effective Date or, if more favorable to the Executive, as in
effect generally thereafter with respect to other peer executives of the Company
and its affiliated companies and their families (such other amounts and benefits
shall be hereinafter referred to as the "OTHER BENEFITS").

                  (b) Death. If the Executive's employment is terminated by
reason of the Executive's death during, the Employment Period, this Agreement
shall terminate without further obligations to the Executive's legal
representatives under this Agreement, other than for (i) payment of Accrued
Obligations (which shall be paid to the Executive's estate or beneficiary, as
applicable, in a lump sum in cash within 30 days of the Date of Termination) and
the timely payment or provision of the Welfare Benefit Continuation and Other
Benefits (excluding, in each case, Death Benefits (as defined below)) and (ii)
payment to the Executive's estate or beneficiary, as applicable, in a lump-sum
in cash within 30 days of the Date of Termination of an amount equal to (A) the
sum of the Severance Amount and the Supplemental Retirement Amount reduced, but
not below zero, by (B) the present value (determined as provided in Section
280G(d)(4) of the Code) of any cash amount to be received by the Executive or
the Executive's family as a death benefit pursuant to the terms of any plan,
policy or arrangement of the Company and its affiliated companies, but not
including any proceeds of life insurance covering the Executive to the extent
paid for directly or on a contributory basis by the Executive (which shall be
paid in any event as an Other Benefit) (the benefits included in this clause (B)
shall be hereinafter referred to as the "DEATH BENEFITS").

                  (c) Disability. If the Executive's employment is terminated by
reason of the Executive's Disability during the Employment Period, this
Agreement shall terminate without further obligations to the Executive, other
than for (i) payment of Accrued Obligations (which shall be paid to the
Executive in a lump sum in cash within 30 days of the Date of Termination) and
the timely payment of provision of the Welfare Benefit Continuation and Other
Benefits (excluding, in each case, Disability Benefits, as defined below) and
(ii) payment to the Executive in a lump sum in cash within 30 days of the Date
of Termination of an amount equal to (A) the sum of the Severance Amount and the
Supplemental Retirement Amount reduced, but not below zero, by (B) the present
value (determined as provided in Section 280G(d)(4) of 


Executive Retention Agreement        Page 10

<PAGE>
the Code) of any cash amount to be received by the Executive as a disability
benefit pursuant to the terms of any plan, policy or arrangement of the Company
and its affiliated companies, but not including any proceeds of disability
insurance covering the Executive to the extent paid for directly or on a
contributory basis by the Executive (which shall be paid in any event as an
Other Benefit) (the benefits included in this clause (B) shall be hereinafter
referred to as the "DISABILITY BENEFITS").

                  (d) Cause; Other than for Good Reason. If the Executive's
employment shall be terminated for Cause during the Employment Period, this
Agreement shall terminate without further obligations to the Executive other
than the obligation to pay to the Executive Annual Base Salary through the Date
of Termination plus the amount of any compensation previously deferred by the
Executive, in each case to the extent theretofore unpaid. If the Executive
terminates employment during the Employment Period, excluding a termination for
Good Reason, this Agreement shall terminate without further obligations to the
Executive, other than for Accrued Obligations and the timely payment or
provision of Other Benefits. In such case, all Accrued Obligations shall be paid
to the Executive in a lump sum in cash within 30 days of the Date of
Termination.

         7. Non-exclusivity of Rights. Except as provided in Sections 6(a)(ii),
6(b) and 6(c), nothing in this Agreement shall prevent or limit the Executive's
continuing or future participation in any plan, program, policy or practice
provided by the Company or any of its affiliated companies and for which the
Executive may qualify, nor shall anything herein limit or otherwise affect such
rights as the Executive may have under any contract or agreement with the
Company or any of its affiliated companies. Amounts that are vested benefits or
that the Executive is otherwise entitled to receive under any plan, policy,
practice or program of or any contract or agreement with the Company or any of
its affiliated companies at or subsequent to the Date of Termination shall be
payable in accordance with such plan, policy, practice or program or contract or
agreement except as explicitly modified by this Agreement.

         8. Full Settlement; Resolution of Disputes.

                  (a) The Company's obligation to make the payments provided for
in this Agreement and otherwise to perform its obligations hereunder shall not
be affected by any set-off, counterclaim, recoupment, defense or other claim,
right or action which the Company may have against the Executive or others. In
no event shall the Executive be obligated to seek other employment or take any
other action by way of mitigation of the amounts payable to the Executive under
any of the provisions of this Agreement and, except as provided in Section
6(a)(ii), such amounts shall not be reduced if the Executive obtains other
employment.

                  (b) Parties recognize that there may be disputes between them
as to whether the circumstances of the Executive's termination are covered by
Section 6(a), (b) or (c) as the Executive and/or the Executive's family may
contend or are covered by Section 6(d) as Company may contend. In the event of
such a dispute, there may be a need for a binding ruling by a neutral decision
maker. In such an event, the following shall apply:


Executive Retention Agreement        Page 11

<PAGE>

                      (i) If the Executive delivers a Notice of Termination to
Company based on Section 6(a), (b) or (c), Company must pay the benefits
provided in Section 6 unless Company commences arbitration to resolve the
dispute within 30 days of the receipt of a Notice of Termination by the
Executive. Failure to commence arbitration within the time stated is deemed an
admission by Company of the Executive's reason for termination.

                      (ii) If Company delivers a Notice of Termination based on
Section 6(d), Executive and/or Executive's family must commence arbitration to
dispute the terms of such termination. Failure to commence arbitration within 60
days of the receipt of a Notice of Termination from Company is deemed an
admission by the Executive of termination pursuant to Section 6(d).

                      (iii) Arbitration shall be conducted before a panel of
three (3) arbitrators sitting in a location selected by the Executive within
fifty (50) miles from the location of his job with the Company, in accordance
with the rules of the American Arbitration Association then in effect. One
arbitrator shall be selected by the Company. One arbitrator shall be selected by
the Executive. The third arbitrator shall be selected by the two arbitrators
selected by the Company and the Executive. Judgment may be entered on the award
of the arbitrators in any court having proper jurisdiction, and such shall
constitute the final, nonappealable decision.

                      (iv) Company agrees to pay promptly as incurred, to the
full extent permitted by law, all legal fees and expenses that the Executive may
reasonably incur as a result of any contest by the Company, the Executive or
others of the validity or enforceability of, or liability under, any provision
of this Agreement or any guarantee of performance thereof (including as a result
of any contest by the Executive about the amount of any payment pursuant to this
Agreement), including all costs of arbitration, plus in each case interest on
any delayed payment at the applicable Federal rate provided for in Section
7872(f)(2)(A) of the Code.

                      (v) During the pendency of a dispute resolution, Company
shall proceed to pay Annual Base Salary and Annual Bonus (referred to
collectively as "CONTINUATION BENEFITS") to the Executive and/or the Executive's
family or other beneficiaries, as the case may be, as though no such termination
had occurred.

                          (A) If it is determined that the Executive's
contention that Section 6(a), (b) or (c) was applicable, no portion of the
Continuation Benefits will be recoverable by Company, nor shall any portion of
such be credited towards the benefits due (per Section 6) to the Executive. If
such a contention is not sustained by the arbitration panel, all Continuation
Benefits are recoverable by Company, plus interest at the rate of interest that
Company could have earned on amounts paid for such Continuation Benefits.


Executive Retention Agreement        Page 12

<PAGE>

                          (B) If it is determined that Company's contention that
Section 6(d) was applicable is found to be incorrect, none of the Continuation
Benefits shall be credited to the benefits due (per Section 6) to the Executive.
If, however, Company's contention that Section 6(d) was applicable is found to
be correct, all amounts paid by Company as Continuation Benefits shall be
recoverable from Executive plus interest at the rate of interest that Company
could have earned on the amounts paid for such Continuation Benefits.

                          (C) If the Executive does not make payment of the
Continuation Benefits and accrued interest due to Company within 60 days
following the resolution of the dispute for any amounts recoverable by Company,
interest (on the total amount due) shall be due at the lesser of:

                              (1)    The rate published as the Prime Rate in the
                                     Wall Street Journal plus one percentage
                                     point on the date of receipt of the Notice
                                     of Termination; or

                              (2)    The maximum amount of interest allowed by
                                     law.

                          (D) If the Company does not pay any amount due to the
Executive hereunder within the time provided, then in addition to such amount,
Company shall pay Executive an amount of interest (on the total amount due) at
the lesser of:

                              (1)    The rate published as the Prime Rate in the
                                     Wall Street Journal plus one percentage
                                     point on the date such payment is due; or

                              (2)    The maximum amount of interest allowed by 
                                     law.

         9. Limitation on Termination Payment.

                  (a) Determination of Termination Payment Limit.
Notwithstanding any other provision of this Agreement, if any portion of the
Severance Amount or any other payment under this Agreement, or under any other
agreement with or plan of the Company (in the aggregate "TOTAL PAYMENTS") would
constitute an Excess Parachute Payment, then the payments to be made to the
Executive under this Agreement shall be reduced such that the value of the
aggregate Total Payments that the Executive is entitled to receive shall be one
dollar ($1) less than the maximum amount which the Executive may receive without
becoming subject to the tax imposed by Section 4999 of the Code, or which the
Company may pay without loss of deduction under Section 280G(a) of the Code.
However, the payments to be made to the Executive under this Agreement shall be
reduced if and only if so reducing the payments results in the Executive
receiving a greater net Severance Amount than he would have received had a
reduction not occurred and an excise tax been paid pursuant to Code Section
4999. For purposes of this Agreement, the terms "EXCESS PARACHUTE PAYMENT" and
"PARACHUTE PAYMENTS" shall have the meanings assigned to them in Section 280G of
the Code, and such Parachute Payments shall be valued as provided therein.


Executive Retention Agreement        Page 13

<PAGE>

                  (b) Procedure for Establishing Limitation on Termination
Payment. Within sixty (60) days following delivery of the Notice of Termination
or notice by the Company to the Executive of its belief that there is a payment
or benefit due the Executive which will result in an "Excess Parachute Payment",
the Executive and the Company, at the Company's expense, shall obtain the
opinion of such legal counsel, which need not be unqualified, as the Executive
may choose, which sets forth: (i) the amount of the Executive's "Annualized
Includible Compensation For The Base Period" (as defined in Code Section
280G(d)(1)); (ii) the present value of the Total Payments; and (iii) the amount
and present value of any Excess Parachute Payment. The opinion of such legal
counsel may be supported by the opinion of a certified public accounting firm
and, if necessary, a firm of recognized executive compensation consultants. Such
opinion shall be binding upon the Company and the Executive. In the event that
such opinion determines that there would be an Excess Parachute Payment, the
Severance Amount hereunder or any other payment determined by such counsel to be
includible in Total Payments shall be reduced or eliminated so that under the
basis of calculations set forth in such opinion, there will be no Excess
Parachute Payment. The provisions of this Section 9(b), including the
calculations, notices, and opinion provided for herein shall be based upon the
conclusive presumption that: (i) the compensation and benefits provided for
herein; and (ii) any other compensation earned prior to the Effective Date of
termination by the Executive pursuant to the Company's compensation programs (if
such payments would have been made in the future in any event, even though the
timing of such payment is triggered by the Change-of-Control), are reasonable.

                  (c) Subsequent Imposition of Excise Tax. If, notwithstanding
compliance with the provisions of Sections 9(a), and 9(b) herein, it is
ultimately determined by a court or pursuant to a final determination by the
Internal Revenue Service that any portion of the Total Payments is considered to
be a Parachute Payment, subject to excise tax under Section 4999 of the Code,
which was not contemplated to be a Parachute Payment at the time of payment (so
as to accurately determine whether a limitation benefit to the Executive, as
provided in Section 9(b) hereof), the Executive shall be entitled to receive a
lump sum cash payment sufficient to place the Executive in the same net
after-tax position, computed by using the Special Tax Rate (as such term is
defined below), that the Executive would have been in had such payment not been
subject to such excise tax, and had the Executive not incurred any interest
charges or penalties with respect to the imposition of such excise tax. For
purposes of this Agreement, the "SPECIAL TAX RATE" shall be the highest
effective federal and state marginal tax rates applicable to the Executive in
the year in which the payment contemplated under this Section 9 is made.


Executive Retention Agreement        Page 14

<PAGE>

         10. Confidential Information. The Executive shall hold in a fiduciary
capacity for the benefit of the Company all secret or confidential information,
knowledge or data relating to the Company or any of its affiliated companies,
and their respective businesses, which shall have been obtained by the Executive
during the Executive's employment by the Company or any of its affiliated
companies and which shall not be or have become public knowledge (other than by
acts by the Executive or representatives of the Executive in violation of this
Agreement). After termination of the Executive's employment with the Company,
the Executive shall not, without the prior written consent of the Company or as
may otherwise be required by law or legal process, communicate or divulge any
such information, knowledge or data to anyone other than the Company and those
designated by it. In no event shall an asserted violation of the provisions of
this Section 10 constitute a basis for deferring or withholding any amounts
otherwise payable to the Executive under this Agreement.

         11. Successors.

                  (a) This Agreement is personal to the Executive and without
the prior written consent of the Company shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution. This
Agreement shall inure to the benefit of and be enforceable by the Executive's
legal representatives.

                  (b) This Agreement shall inure to the benefit of and be
binding upon the Company and its successors and assigns.

                  (c) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place. As used in this Agreement, "COMPANY" shall mean the Company as
hereinbefore defined and any successor to its business and/or assets as
aforesaid that assumes and agrees to perform this Agreement by operation of law,
or otherwise.

                  (d) Failure of the Company to obtain such assumption and
agreement prior to the effective date of any such succession shall be a breach
of this Agreement and shall entitle the Executive to compensation from the
Company in the same amount and on the same terms as the Executive would be
entitled to hereunder if he had terminated his employment with the Company
voluntarily for Good Reason. For the purpose of implementing the foregoing, the
date on which any such succession becomes effective shall be deemed the Date of
Termination.

         12. Miscellaneous.

                  (a) This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, without reference to principles
of conflict of laws. The captions of this Agreement are not part of the
provisions hereof and shall have no force or effect. This Agreement may not be
amended or modified otherwise than by a written agreement executed by the
parties hereto or their respective successors and legal representatives.


Executive Retention Agreement        Page 15

<PAGE>

                  (b) All notices and other communications hereunder shall be in
writing and shall be given by hand delivery to the other party or by registered
or certified mail, return receipt requested, postage prepaid, addressed as
follows:

        If to the Executive:

                  W. C. Hammett, Jr.
                  17130 Freshwater Lane
                  Cornelius, North Carolina 28031

        If to the Company:

                  Dave & Buster's, Inc.
                  2481 Manana Drive
                  Dallas, Texas 75220 
                  Attention: General Counsel

or to such other address as either party shall have furnished to the other in
writing in accordance herewith. Notice and communications shall be effective
when actually received by the addressee.

                  (c) The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of any other
provision of this Agreement.

                  (d) The Company may withhold from any amounts payable under
this Agreement such Federal, state or local taxes as shall be required to be
withheld pursuant to any applicable law or regulation.

                  (e) The Executive's or the Company's failure to insist upon
strict compliance with any provision hereof or any other provision of this
Agreement or the failure to assert any right the Executive or the Company may
have hereunder, including, without limitation, the right of the Executive to
terminate employment for Good Reason pursuant to Section 5(c)(i)-(v), shall not
be deemed to be a waiver of such provision or right or any other provision or
right of this Agreement.

                  (f) The Executive and the Company acknowledge that, except as
may otherwise be provided under any other written agreement between the
Executive and the Company, the employment of the Executive by the Company prior
to the Effective Date is" at will" and may be terminated by either the Executive
of the Company at any time. If prior to the Effective Date, the Executive's
employment with the Company terminates, the Executive shall have no further
rights and obligations under this Agreement.


Executive Retention Agreement        Page 16

<PAGE>

                  (g) No provision of this Agreement may be modified, waived, or
discharged unless such modification, waiver, or discharge is agreed to in
writing and signed by the Executive and by an authorized member of the
Committee, or by the respective parties' legal representatives and successors.

                  (h) The Company and Wachovia Bank of North Carolina, N.A., as
Trustee have previously executed the Dave & Buster's, Inc. Executive Retention
Agreement Trust dated April 3, 2000. The Company covenants with Executive to:
(i) identify Executive as a Plan Participant thereunder by amending Attachment 1
thereto; and (ii) make all payments required of the Company pursuant to such
agreement.

        IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand
and, pursuant to the authorization from its Committee, the Company has caused
these presents to be executed in its name on its behalf, all as of the day and
year first above written.



                              /s/ W.C. Hammett, Jr.
                              ---------------------------------------------
                              W. C. Hammett, Jr.



                              Dave & Buster's, Inc.


                              By:       David O. Corriveau
                                 -----------------------------------------
                              Its:      President
                                  ----------------------------------------


Executive Retention Agreement        Page 17


<PAGE>
                                                                    EXHIBIT 21.1
                           SUBSIDIARIES OF THE COMPANY


1.       Dave & Buster's of Illinois, Inc., an Illinois corporation

2.       Dave & Buster's of Georgia, Inc., a Georgia corporation

3.       Dave & Buster's of Pennsylvania, Inc., a Pennsylvania corporation

4.       DANB Texas, Inc., a Texas corporation

5.       Dave & Buster's of Maryland, Inc., a Maryland corporation

6.       Dave & Buster's of California, Inc., a California corporation

7.       Dave & Buster's of Colorado, Inc., a Colorado corporation

8.       Dave & Buster's of New York, Inc., a New York corporation

9.       Dave & Buster's of Florida, Inc., a Florida corporation

10.      Dave & Buster's of Pittsburgh, Inc., a Pennsylvania corporation

11.      Dave & Buster's of Hawaii, Inc., a Hawaii corporation





<PAGE>
                                                                      EXHIBIT 23


                        CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement 
(Form S-8 No. 333-80537 and 333-88183) pertaining to Dave & Buster's, Inc. 1995 
Stock Option Plan and Employee 401(k) Savings Plan of our report, dated March 
21, 2002, with respect to the consolidated financial statements of Dave & 
Buster's, Inc. included in this Annual Report (Form 10-K) for the year ended 
February 3, 2002.


                                                          /s/ ERNST & YOUNG LLP 

Dallas, Texas
April 18, 2002