DAVE & BUSTERS INC
AGREEMENT OF SALE AND PURCHASE
<DOCUMENT>
<TYPE>EX-10.16
<SEQUENCE>4
<FILENAME>d92829ex10-16.txt
<DESCRIPTION>AGREEMENT OF SALE AND PURCHASE
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.16



                         AGREEMENT OF SALE AND PURCHASE


                                 by and between

                             DAVE & BUSTER'S, INC.,

                             a Missouri corporation,

                                    as Seller

                                       and

                        GENERAL ELECTRIC CAPITAL BUSINESS
                           ASSET FUNDING CORPORATION,


                                  as Purchaser


                             Corporate Headquarters
                                        &
                                    Warehouse
                                  Dallas, Texas




<PAGE>




                                TABLE OF CONTENTS


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

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

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.........................................................................7
   Section 5.5       Property Conveyed "AS IS"....................................................................8
   Section 5.6       Investigative Studies.......................................................................11
   Section 5.7       Purchaser Represented by Counsel............................................................11

ARTICLE VI. Closing..............................................................................................12
   Section 6.1       Closing Date................................................................................12
   Section 6.2       Closing Matters.............................................................................12
   Section 6.3       Closing Costs...............................................................................13
   Section 6.4       Real Estate Commission......................................................................14

ARTICLE VII. Remedies............................................................................................14
   Section 7.1       Seller's Remedies...........................................................................14
   Section 7.2       Purchaser's Remedies........................................................................14
   Section 7.3       Attorneys' Fees.............................................................................15
   Section 7.4       Disposition of Earnest Money................................................................15

ARTICLE VIII. Representations, Warranties, and Covenants.........................................................16
   Section 8.1       Purchaser's Representations and Warranties..................................................16
   Section 8.2       Seller's Representations and Warranties.....................................................16
   Section 8.3       Seller's Covenants..........................................................................17
   Section 8.4       Survival of Representations and Warranties..................................................17
   Section 8.5       Knowledge Standard..........................................................................18
</Table>

                                       i

<PAGE>

<Table>
<S>                  <C>                                                                                      <C>
ARTICLE IX. Condemnation.........................................................................................18
   Section 9.1       Condemnation................................................................................18

ARTICLE X. Risk of Loss..........................................................................................19
   Section 10.1         Risk of Loss.............................................................................19
   Section 10.2         Material Loss............................................................................19
   Section 10.3         Non-Material Loss........................................................................20
   Section 10.4         Delay in Completion of Repairs...........................................................20
   Section 10.5         Postponement of Closing..................................................................20

ARTICLE XI. Miscellaneous........................................................................................20
   Section 11.1         Entire Agreement.........................................................................20
   Section 11.2         Agreement Binding on Parties; Assignment.................................................21
   Section 11.3         Effective Date...........................................................................21
   Section 11.4         Notice...................................................................................21
   Section 11.5         Time of the Essence......................................................................23
   Section 11.6         Place of Performance.....................................................................23
   Section 11.7         Currency.................................................................................23
   Section 11.8         Section Headings.........................................................................23
   Section 11.9         Obligations..............................................................................23
   Section 11.10        Business Days............................................................................23
   Section 11.11        No Recordation...........................................................................23
   Section 11.12        Multiple Counterparts....................................................................24
   Section 11.13        Severability.............................................................................24
   Section 11.14        Taxpayer ID..............................................................................24
   Section 11.15        Section 1031 Exchange....................................................................25
</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          Environmental Certificate






                                       ii
<PAGE>


                         AGREEMENT OF SALE AND PURCHASE


         THIS AGREEMENT OF SALE AND PURCHASE (this "AGREEMENT") is made by and
between DAVE & BUSTER'S, INC., a Missouri corporation (the "SELLER"), and
GENERAL ELECTRIC CAPITAL BUSINESS ASSET FUNDING CORPORATION (the "PURCHASER").


                                   WITNESSETH:


         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 47,000
                  square foot, two-story office building, and an approximately
                  30,000 square foot single-story warehouse, all located at 2481
                  Manana Drive, Dallas, Texas. 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 and machinery owned by Seller and
                  presently affixed or attached to, or sufficiently placed or
                  situated upon the Real


                                       1
<PAGE>

                  Property so as to become fixtures, and used in connection with
                  the ownership, operation, and occupancy of the Real Property,
                  but specifically excluding items of personal property owned by
                  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 as designated by Seller and
                  agreed to by Purchaser 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.


         The purchase price (the "PURCHASE PRICE") to be paid by Purchaser to
         Seller for the sale and conveyance of the Property is Seven Million
         Seven Hundred Ninety Thousand and No/100 Dollars ($7,790,000), 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).

Section 2.2 Earnest Money.

         (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 Republic
                  Title of Texas, Inc., 2626


                                       2
<PAGE>

                  Howell Street, 10th Floor, Dallas, Texas 75204, Attn: Paulette
                  Hubbard (the "CLOSING AGENT"), by wire transfer or delivery of
                  a cashier's check, immediately available federal funds in the
                  amount of Ten Thousand Dollars ($10,000) (along with any
                  accrued interest, 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 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. 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)).

         (c)      Upon execution hereof, Purchaser shall deliver to Seller the
                  sum of $100.00 which shall be independent consideration for
                  this Agreement (the "INDEPENDENT CONSIDERATION").

         (d)      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.

         (e)      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 t/he manner set forth in Section 6.2.

                                  ARTICLE III.
                                     SURVEY

Section 3.1 Survey.


                  Seller shall deliver to Purchaser, simultaneously with the
                  execution hereof (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
                  ordering



                                       3
<PAGE>

                  any updates to the Survey that it desires, and shall do so in
                  a diligent and timely manner. Seller shall pay for the cost of
                  the updated Survey.

                                  ARTICLE IV.
                                      TITLE

Section 4.1 Title Commitment.

         (a)      Delivery.Simultaneously with the execution hereof, Seller
                  shall deliver to Purchaser a copy of its owner's title policy
                  covering the Property. Seller shall, within ten (10) days of
                  the Effective Date, cause First American Title Insurance
                  Company (the "TITLE COMPANY"), acting through the Closing
                  Agent, to furnish to Purchaser a title commitment (the
                  "COMMITMENT") along with copies of all exception documents, by
                  the terms of which 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
                  objectionable to Purchaser, Purchaser shall so notify Seller
                  in writing (the "OBJECTION NOTICE") on or before the tenth
                  (10th) 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. Notwithstanding the
                  foregoing, Seller shall have each mortgage and lien removed,
                  and shall also cause any other matter than can be removed by
                  payment of $10,000 or less to be removed prior to the
                  Inspection Period Expiration Date. If, within the time
                  specified, Purchaser does not deliver an Objection Notice, all
                  title and survey matters shall be deemed approved. If, within
                  the time specified, Seller does not have each such
                  objectionable exception removed or corrected, Purchaser must,
                  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, and
                  the Earnest Money shall be returned to Purchaser, 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).


                                       4
<PAGE>

         (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, 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.

         (d)      Termination. In the event of termination of this Agreement
                  pursuant to this Section 4.1, 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 reasonable times during normal business hours to
         inspect and conduct reasonably necessary tests which are approved in
         writing by Seller, which approval shall not be unreasonably withheld.
         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 forty-five (45) 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 forty-eight (48) hours prior to such intended entry, and
         obtain Seller's prior written consent to any tests to be conducted
         thereon. At Seller's option, Seller may be present for any inspection
         or test.


                                       5
<PAGE>

Section 5.2 Document Review.

         (a)      Documents. Within three (3) 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; and

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

         (b)      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 (and actually paid for by
                  Seller) 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.

         (c)      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. Except as provided in Section 8.2 and
                  the Environmental Certificate (as hereinafter
                  defined)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.


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<PAGE>

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
                  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, (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. 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



                                       7
<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, AND IN THE ENVIRONMENTAL CERTIFICATE TO BE
                  DELIVERED AT CLOSING, 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



                                       8
<PAGE>

                  TO, OR PHYSICAL OR FINANCIAL CONDITION OF THE 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". 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, EXCEPT AS PROVIDED IN
                  SECTION 8.2 AND THE ENVIRONMENTAL CERTIFICATE. 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,


                                       9
<PAGE>

                  ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE
                  BEEN REVEALED BY PURCHASER'S INSPECTIONS AND INVESTIGATIONS
                  AND HEREBY WAIVES ANY CLAIM PURCHASER MAY HAVE (EXCEPT AS MAY
                  ARISE IN CONNECTION WITH THE ENVIRONMENTAL CERTIFICATE), NOW
                  OR IN THE FUTURE, IN 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, AND 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, 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.

         (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,


                                       10
<PAGE>


                  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 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; 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.



                                       11
<PAGE>


                                  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
                  fifteenth (15th) day following the Inspection Period
                  Expiration 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;

                  (ii)     copies of all Permits, if any;

                  (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, Inc. ("TENANT") in the form attached hereto
                           as Exhibit F (the "LEASE");

                  (ix)     an opinion of Seller's counsel, in form and substance
                           reasonably acceptable to Purchaser, concerning Tenant
                           and the Lease;

                  (x)      the Environmental Certificate in substantially the
                           form of Exhibit G (the "ENVIRONMENTAL CERTIFICATE");
                           and


                                       12
<PAGE>

                  (xi)     such other documents as may be reasonably required by
                           Closing Agent or Purchaser, 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, expressly conditioned upon
                  Seller's performance of its obligations under Section 6.2(a),
                  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 Assignment of Warranties, duly executed and
                           acknowledged by Purchaser;

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

                  (iv)     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 will not be prorated. Tenant is
                  solely liable for all taxes under the Lease.

         (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 by Seller. Except as otherwise expressly
                  and specifically provided to the contrary in this Section 6.3
                  or otherwise in this Agreement, Seller shall pay the filing
                  fees for recording the Deed, the basic premium for the Title


                                       13
<PAGE>

                  Policy, the escrow fees, the cost of the updated Survey, and
                  shall reimburse Purchaser for reasonable third-party costs
                  actually incurred by Purchaser in its inspection of the
                  Property, but excluding any ADA review. 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 to the Title Policy, 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 Staubach Retail Services,
                  Inc. (the "BROKER"), a real estate commission in accordance
                  with a separate written contract. 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.

                                  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 fails to perform any of its
                  obligations pursuant to this Agreement for any reason except
                  failure by Seller to perform hereunder, Seller, as its sole
                  and exclusive remedy, 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 remedy (i)
                  to



                                       14
<PAGE>

                  terminate this Agreement by giving Seller timely written
                  notice of such election prior to or at Closing and recover the
                  Earnest Money in accordance with Section 7.4 (less the
                  Independent Consideration which shall be paid to Seller), and
                  recover the Default Payment (as hereinafter defined) or (ii)
                  seek the remedy of specific performance against Seller. As
                  used herein, "DEFAULT PAYMENT" shall mean a sum of money equal
                  to Purchaser's third party expenses actually incurred in the
                  negotiation of this Agreement, its due diligence regarding the
                  Property, and all other expenses attributable to this
                  Agreement to the date of Seller's default, not to exceed
                  $50,000. In the event that Purchaser elects to recover the
                  Default Payment, it shall have first given Seller ten (10)
                  days' written notice and opportunity to cure its default
                  (except for failure to convey title at Closing). 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.

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
                  may 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



                                       15
<PAGE>

                  awarded the Earnest Money or if the Earnest Money is
                  distributed in part to both parties, then in the inverse
                  proportion of such distribution.

                                  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 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.


                                       16
<PAGE>

         (d)      There is no pending or, to Seller's knowledge, threatened
                  litigation or administrative proceeding affecting the
                  ownership or use of 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)      Seller has no reason to believe that any of the Documents are
                  materially false or misleading.


                  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 times 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, equipment, furnishings and other
                  personalty from the Improvements without replacing them with
                  new items.

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 one (1) year, 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 one
         (1) year period; PROVIDED, HOWEVER, Purchaser shall have the right to
         bring an



                                       17
<PAGE>

         action thereon only if Purchaser has given the Seller written notice of
         the circumstances giving rise to the alleged breach within such one (1)
         year period. Purchaser hereby waives and relinquishes all right to seek
         punitive or consequential damages.

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 Chas Michel, John Davis, and Bryan Spain (the "SELLER
         REPRESENTATIVES"); provided, however, the foregoing individuals are
         acting for and on behalf and in their respective 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 capacities 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. Seller represents and warrants to Purchaser that the
         Seller Representatives are the employees of Seller most likely to be
         informed as to the Property.

                                  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 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 $250,000.00. 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



                                       18
<PAGE>

         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, 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.

                                   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 deliver to
         Purchaser written notice ("CASUALTY LOSS NOTICE") of such Casualty
         after it has made its determination provided for in Section 10.2
         hereof.

Section 10.2 Material Loss.


         For the purposes of Sections 10.2 and 10.3, "MATERIAL DAMAGE" shall
         mean damage to the Improvements of such nature that the cost of
         restoring the same to their condition prior to the Casualty will, in
         Seller's determination, exceed $250,000.00, whether or not such damage
         is covered by insurance. If, in Seller's determination, the
         Improvements have sustained Material Damage by a Casualty, Seller may,
         at its option, terminate this Agreement by delivering written notice to
         Purchaser on or before Closing, and neither party hereto shall have any
         further rights or obligations hereunder (except pursuant to Sections
         5.3 and 6.4 hereof). In the event Seller does not so terminate this
         Agreement, Purchaser may, at its sole option, within fifteen (15) days
         after delivery of the Casualty Loss Notice, either (a) terminate this
         Agreement by delivering written notice of same to Seller, 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. In the event Seller or Purchaser elects to terminate this
         Agreement under this Section 10.2, the Earnest Money (less the


                                       19
<PAGE>

         Independent Consideration) shall be returned to Purchaser 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 Seller shall repair the Improvements to substantially their
         condition prior to such damage.

Section 10.3 Non-Material Loss.


         In the event, in Seller's determination, the Improvements have
         sustained less than Material Damage by a Casualty, the rights and
         obligations of the parties shall not be affected thereby and Seller
         shall repair the Improvements to substantially their condition prior to
         such damage.

Section 10.4 Delay in Completion of Repairs.


         If Seller has undertaken repairs and if the repairs cannot be completed
         by the Closing Date, Seller shall postpone the Closing Date until five
         (5) days following substantial completion of the repairs.

Section 10.5 Postponement of Closing.


         If, as a result of a Casualty any determination, election or agreement
         required by the terms of this Article X is not made by the Closing
         Date, the Closing Date shall be extended until twenty (20) days after
         said determination, election or agreement is made, subject to such
         further extension as may be allowed by the terms of this Article X,
         notwithstanding anything in Section 6.1 of this Agreement to the
         contrary; provided, however, if said determination, election or
         agreement has not been made within thirty (30) days following the
         originally scheduled Closing Date, this Agreement shall automatically
         terminate, and neither party shall have any further rights or
         obligations hereunder (except pursuant to Sections 5.3 and 6.4 hereof)
         and the Earnest Money (less the Independent Consideration) shall be
         returned to Purchaser.

                                  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.


                                       20
<PAGE>

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) all of the Earnest Money must
         have been delivered in accordance with Section 2.2, (ii) the Inspection
         Period shall be deemed to have ended, (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 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 September 26,
         2001. If Seller's offer is not timely accepted, this Agreement shall
         thereafter be null and void.

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. 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.


                                       21
<PAGE>


                  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:           Dave & Buster's, Inc.
                                    2481 Manana Drive
                                    Dallas, Texas 75220
                                    Attn: Chas Michel
                                    Fax: (214) 357-1536
                                    Email: chas_michel@daveandbusters.com

                  With a copy to:   Kane, Russell, Coleman & Logan, P.C.
                                    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:        General Electric Capital Business
                                    Asset Funding Corporation
                                    10900 NE 4th Street, Suite 500
                                    Bellevue, Washington  98004
                                    Attn:  Patrick J. Pearson
                                    Fax:  (425) 450-3498
                                    Email:  pat.pearson@gecapital.com

                  With a copy to:   Dechert Price & Rhoads
                                    Ten Post Office Square South
                                    Boston, Massachusetts  02109
                                    Attn:  Lewis A. Burleigh
                                    Fax:  (617) 426-6567
                                    Email:  lewis.burleigh@dechert.com

                  Closing Agent/    Republic Title of Texas, Inc.
                  Title Company:    2626 Howell Street
                                    Tenth Floor
                                    Dallas, Texas  75204
                                    Attn: Paulette Hubbard
                                    Fax:  (214) 855-8889
                                    Email:  phubbard@republictitle.com



                                       22
<PAGE>

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, unless otherwise
         expressly stated herein.

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, 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



                                       23
<PAGE>

         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 (to be provided prior to Closing).



                                       24
<PAGE>

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:

                                     DAVE & BUSTER'S, INC.,
                                     a Missouri corporation


DATE:     September 26, 2001         By:    /s/ Chas Michel
                                        --------------------------------------
                                     Name:  Chas Michel
                                          ------------------------------------
                                     Title: Chief Financial Officer
                                           -----------------------------------




                                       25
<PAGE>


                                     PURCHASER:

                                     GENERAL ELECTRIC CAPITAL BUSINESS
                                     ASSET FUNDING CORPORATION



DATE: September 25, 2001             By:    /s/ Linda K. Bracken
                                        --------------------------------------
                                     Name:  Linda K. Bracken
                                          ------------------------------------
                                     Title: Vice President
                                           -----------------------------------



<PAGE>



                            JOINDER BY CLOSING AGENT


         Republic Title of Texas, Inc., 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 1st day of October, 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.



                                        REPUBLIC TITLE OF TEXAS, INC.


                                        By:      /s/ Carol Hall
                                           ------------------------------------
                                        Name:    Carol Hall
                                             ----------------------------------
                                        Title:   Escrow Officer
                                              ---------------------------------

</TEXT>
</DOCUMENT>
