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                                                                    EXHIBIT 10.9


                             DAVE & BUSTER'S, INC.
                               STOCK OPTION PLAN
                             FOR OUTSIDE DIRECTORS


         Effective  February 19,  1996, the  Board of  Directors of  Dave &
Buster's, Inc.  (the  "Company") adopted  the following Stock Option Plan for
Outside Directors (the "Plan"):

                 1.       PURPOSE.  The purpose of the Plan is to provide
         independent, outside directors with an incentive for serving as a
         director by providing a proprietary interest in the Company through
         the granting of options.

                 2.       ADMINISTRATION.  The Plan will be administered by the
         Board.

                 3.       PARTICIPANTS.  The directors of the Company who are
         not employees of the Company or its Subsidiaries are eligible to be
         granted options under the Plan upon their initial election to the
         Board; provided, however, that persons who were both directors and
         shareholders of the Company prior to February 19, 1996 shall not be
         eligible to receive options under the Plan.

                 4.       SHARES SUBJECT TO PLAN.  The Board may not grant
         options under the Plan for more than 100,000 shares of Common Stock of
         the Company, but this number may be adjusted to reflect, if deemed
         appropriate by the Board, any stock dividend, stock split, share
         combination, recapitalization or the like, of or by the Company.
         Shares to be optioned and sold may be made available from either
         authorized but unissued Common Stock or Common Stock held by the
         Company in its treasury.  Shares that by reason of the expiration of
         an option or otherwise are no longer subject to purchase pursuant to
         an option granted under the Plan may be reoffered under the Plan.

                 5.       ALLOTMENT OF SHARES.  Subject to such changes in the
         formula as the Board may determine, options to purchase 15,000 shares
         of Common Stock shall be granted on the date hereof to each of Messrs.
         Vittert and Levy, and options to purchase 15,000 shares of Common
         Stock shall be granted to each new member of the Board on the date of
         such new member's election to the Board.

                 6.       GRANT OF OPTIONS.  All director options under the
         Plan shall be granted as provided in Section 5.  The grant of options
         shall be evidenced by stock option agreements containing such terms
         and provisions as are approved by the Board, but not inconsistent with
         the Plan, including provisions that may





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         be necessary to assure that the grant of the option complies with
         Section 16.  The Company shall execute stock option agreements upon
         instruments from the Board.

                 7.       OPTION PRICE.  The option price shall not be less
         than 100% of the fair market value per share of the Common Stock on
         the date the option is granted.  The option price shall be determined
         according to such terms and provisions as the Board may provide in the
         amendment referred to in Section 5 hereof.

                 8.       OPTION PERIOD.  The Option Period will begin on the
         date the option is granted, which will be the date the Board
         authorizes the option unless the Board specifies a later date.  No
         option may terminate later than 10 years from the date the option is
         granted.  The Board may provide for the exercise of options in
         installments and upon such terms, conditions and restrictions as it
         may determine.  The Board may provide for termination of the option in
         the case of termination of the director's directorship or any other
         reason.

                 9.       RIGHTS IN EVENT OF DEATH OR DISABILITY.  If a
         participant dies or becomes disabled (within the meaning of Section
         22(e)(3) of the Internal Revenue Code) prior to the termination of his
         right to exercise an option in accordance with the provisions of his
         stock option agreement without having totally exercised the option,
         the option agreement may provide that it may be exercised, to the
         extent of the shares with respect to which the option could have been
         exercised by the participant on the date of the participant's death or
         disability, by (i) the participant's estate or by the person who
         acquired the right to exercise the option by bequest or inheritance or
         by reason of the death of the participant in the event of the
         participant's death, or (ii) the participant or his personal
         representative in the event of the participant's disability, provided
         the option is exercised prior to the date of its expiration or not
         more than one year from the date of the participant's death or
         disability, whichever occurs first.  The date of disability of a
         participant shall be determined by the Company.

                 10.      PAYMENT.  Full payment for shares purchased upon
         exercising an option shall be made in cash or by check at the time of
         exercise, or on such other terms as are set forth in the applicable
         option agreement.  No shares may be issued until full payment of the
         purchase price therefor has been made, and a participant will have
         none of the rights of a stockholder until shares are issued to him.





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                 11.      EXERCISE OF OPTION.  Options granted under the Plan
         may be exercised during the Option Period, at such times, in such
         amounts, in accordance with such terms and subject to such
         restrictions as are set forth in the applicable stock option
         agreements. In no event may an option be exercised or shares be issued
         pursuant to an option if any requisite action, approval or consent of
         any governmental authority of any kind having jurisdiction over the
         exercise of options shall not have been taken or secured.

                 12.      CAPITAL ADJUSTMENTS AND REORGANIZATIONS.  The number
         of shares of Common Stock covered by each outstanding option granted
         under the Plan and the option price may be adjusted to reflect, as
         deemed appropriate by the Board, any stock dividend, stock split,
         share combination, exchange of shares, recapitalization, merger,
         consolidation, separation, reorganization, liquidation or the like, of
         or by the Company.

                 13.      NON-ASSIGNABILITY.  Options may not be transferred
         other than by will or by the laws of descent and distribution.  During
         a participant's lifetime, options granted to a participant may be
         exercised only by the participant.

                 14.      INTERPRETATION.  The Board shall interpret the Plan
         and shall prescribe such rules and regulations in connection with the
         operation of the Plan as it determines to be advisable for the
         administration of the Plan.  The Board may rescind and amend its rules
         and regulations.

                 15.      AMENDMENT OR DISCONTINUANCE.  The Plan may be amended
         or discontinued by the Board without the approval of the stockholders
         of the Company, except that any amendment that would (a) materially
         increase the benefits accruing to participants under the Plan, (b)
         materially increase the number of securities that may be issued under
         the Plan, or (c) materially modify the requirements of eligibility for
         participation in the Plan must be approved by the stockholders of the
         Company.

                 16.      EFFECT OF PLAN.  Neither the adoption of the Plan nor
         any action of the Board shall be deemed to give any director any right
         to be granted an option to purchase Common Stock of the Company or any
         other rights except as may be evidenced by the stock option agreement,
         or any amendment thereto, duly authorized by the Board and executed on
         behalf of the Company and then only to the extent and on the terms and
         conditions expressly set forth therein.





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                 17.      TERM.  Unless sooner terminated by action of the
         Board, the Plan will terminate on January 31, 2006.  The Board may not
         grant options under the Plan after that date, but options granted
         before that date will continue to be effective in accordance with
         their terms.

                 18.      DEFINITIONS.  For the purpose of this Plan, unless
         the context requires otherwise, the following terms shall have the
         meanings indicated:

                 (a)      "Plan" means this Stock Option Plan for Outside
         Directors as amended from time to time.

                 (b)      "Board" means the Board of Directors of the Company.

                 (c)      "Common Stock" means the Common Stock which the
         Company is currently authorized to issue or may in the future be
         authorized to issue (as long as the common stock varies from that
         currently authorized, if at all, only in amount of par value).

                 (d)      "Subsidiary" means any corporation in an unbroken
         chain of corporations beginning with the Company if, at the time of
         the granting of the option, each of the corporations other than the
         last corporation in the unbroken chain owns stock possessing 50% or
         more of the total combined voting power of all classes of stock in one
         of the other corporations in the chain, and "Subsidiaries" means more
         than one of any such corporations.

                 (e)      "Parent" means any corporation in an unbroken chain
         of corporations ending with the Company if, at the time of granting of
         the option, each of the corporations other than the Company owns stock
         possessing 50% or more of the total combined voting power of all
         classes of stock in one of the other corporations in the chain.

                 (f)      "Option Period" means the period during which an
         option may be exercised.





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