**Exhibit10.4**

**EMPLOYMENTAGREEMENT FOR**

**EXECUTIVEOFFICERS**

ThisEmployment Agreement (the “Agreement”) is entered into on the               dayof December, 2006 (the “Effective Date”), between Dave & Buster’s, Inc., aMissouri corporation (the “Company”), and                        (the “Employee”).  The parties agree toeach of the following:

1.             **Employment/Duties**. The Company agrees to employ Employee as ***[stateposition]***for the Company. Employee will be responsible for performing those duties that are customarilyassociated with the position of a ***[state position]***and other such reasonable duties that are assigned by the Company from time totime.  The Company will provideappropriate training to Employee to permit him to perform his dutiescompetently.

2.             **Term of Agreement**. This Agreement shall be in effect for two years from the Effective Dateof this Agreement unless it is terminated earlier under the terms of Paragraph8 of this Agreement; provided, however, that commencing on the date twoyears after the Effective Date, and on each annual anniversary of such date(such date and each annual anniversary thereof shall be hereinafter referred toas the “Renewal Date”), the term of this Agreement shall be automaticallyextended for a one year period unless it is terminated earlier under the termsof Paragraph 8 of this Agreement. The parties agree that unless specifically stated otherwise, theobligations created in Paragraphs 6, 7, 9, and 10 of this Agreement willsurvive the termination of this Agreement and of Employee’s employment with theCompany.

3.             **Employee’s Responsibilities**.  Employee agrees that unless specificallystated otherwise, during the term of Employee’s employment by the Company,Employee will devote Employee’s full business time and best efforts andabilities to the performance of Employee’s duties for the Company.  Employee agrees to act with the Company’sbest interest in mind at all times. Employee will act in accordance with the highest professional standardsof ethics and integrity.  Employee agreesto use Employee’s best efforts and skills to preserve the business of theCompany and the goodwill of its employees and persons having business relationswith the Company.  Employee will complywith all applicable laws and all of the Company’s policies and procedures.  Notwithstanding anything contained herein tothe contrary, if (a) Employee complies with the terms and provisions of theCompany’s Ethical Business Policy, as the same may be revised from time totime, and (b) Employee’s activities do not interfere with Employee’sobligations to the Company, then, during the term of the of Employee’semployment by the Company, Employee may (x) engage in charitable, civic,fraternal and professional activities, (y) give lectures on behalf of educationalor for-profit institutions, and (z) manage personal investments.

4.             **No Limitations**. Employee warrants and represents that there is no contractual, judicialor other restraint that impairs Employee’s right or legal ability to enter intothis Agreement and to carry out Employee’s duties and responsibilities for theCompany.

5.             **Compensation and Benefits**.

(a)           Base Salary.  During the term of this Agreement, theCompany will pay to Employee a base salary of $          per year.  The base salary will be paidbi-weekly on regularly scheduled paydays determined by the Company.  Employee shall be given an annual performanceevaluation and receive an annual salary increase commensurate with bothEmployee’s performance during such year and salary increases given to otherofficers of the Company receiving similar performance evaluations.

(b)           Annual Bonus.  During the term of this Agreement, theEmployee will be eligible to receive an annual bonus as determined by theCompany based upon the attainment of a combination of individual and Companygoals during a fiscal year.  Employee’sindividual participation percentage in the bonus plan is equal to   %of such Employee’s base salary for the fiscal year.

(c)           Automobile.  The Employee shall be entitled to an automobileallowance to be applied toward the use of an automobile for business purposesduring the term of this Agreement, in an amount equal to $      per year, payable in accordance with the Company’s standard payroll procedures.

(d)           Retirement and Welfare Plans**. **Employee shall beeligible to participate in any profit sharing, qualified and nonqualifiedretirement plans, and any health, life, accident, disability insurance, sickleave, supplemental medical reimbursement insurance (Exec-U-Care) or other benefitplans or programs made available to similarly situated employees of the Companyas of the Effective Date (collectively, the “Plans”), as long as they are keptin force by the Company and provided that Employee meets the eligibilityrequirements of the respective plans and programs.  

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Nothing contained herein shall limit the right of theCompany, in its sole and absolute discretion, to modify or discontinue any ofthe Plans.

***[OPTIONAL](e)  Equity Grant.  Employee shall be eligible to participate inthe management grant of equity interests in the Company’s parent as furtherdescribed in Exhibit A, attached hereto and incorporated herein by thisreference.***

(f)            Vacation.Subject to Company’s generally applicable policies relating to vacations,Employee shall be entitled to paid vacation commensurate with Employee’sposition and tenure with the Company, but in no event less than four (4) weekspaid vacation during each calendar year.

(g)           Officeand Support Staff.  All equipment,supplies, and secretarial staff reasonably required in the performance of theEmployee’s duties shall be supplied by the Company.  Employee shall be entitled to a fullyfurnished and appointed office comparable in size, furnishings and decorationsto the offices of other ***[senior/executive]***officers and the facilities of the Company shall be generally available toEmployee in the performance of Employee’s duties.

(h)           OtherBenefits.  The Company will provideEmployee with health insurance, vacation, and the other employment benefits theCompany provides to its full-time executive employees.

(i)            Expenses.  The Company shall reimburse the Employee forall business expenses reasonably incurred by the Employee in connection withthe performance of the Employee’s duties under this Agreement, including, butnot limited to, reasonable travel, meals, and hotel accommodations of Employee,in each case subject to the Company’s policies and procedures.  Reimbursement shall be made upon submissionby Employee of vouchers or an itemized list thereof.

(j)            Country Club Membership.  The Employee shall be entitled to anallowance for country club membership to be applied toward dues for businessuse of such club in an amount equal to $      peryear, payable in accordance with the Company’s standard payroll procedures.

(k)           Changes in Benefits.  Any changes to base salary, annual bonus,automobile allowance or other benefits paid to Employee during the term of thisAgreement shall be memorialized by a written amendment to this Agreementexecuted by the Company and Employee.

6.             **Training and Confidential Information**.  The Company will provide Employee with suchspecialized training as the Company, in its sole discretion, deems necessary orbeneficial to the performance of Employee’s job duties.  The Company will also provide Employee withconfidential and proprietary information not previously known by Employeeregarding the Company’s clients, vendors, employees, sales, purchasing,pricing, services, computer programs, operations, marketing plans and financialperformance.  Employee understands andagrees that during and after the term of his employment with the Company thathe  will not directly or indirectly useor disclose any such confidential or proprietary information for any reasonother than the advancement of the Company’s business interests.  The parties agree that the restrictions inthis Paragraph 6 regarding confidential information do not cover publicinformation, information created by entities other than the Company fordissemination to the public or information generally known in the Company’sindustry.

7.             **Restrictive Covenants**. Employee agrees that the Company’s commitment described in Paragraph6 above to provide Employee training and the Company’s ConfidentialInformation gives rise to the Company’s interest in restraining Employee fromcompeting against it and that the restrictions in this Paragraph 7 aredesigned to enforce Employee’s promise in Paragraph 6 not to disclose oruse any Confidential Information, except where necessary for Employee toperform his job duties for the Company. Employee recognizes and agrees that these restrictions are necessary toprotect the Company’s customer base, good will, confidential information andother business interests.

(a)           Non-Competition.  Employee agrees that during his employmentwith the Company, Employee will not, without the prior written consent of theCompany, directly or indirectly, either on his own behalf or on behalf of anyperson, partnership, limited liability company, corporation, association, orotherwise, invest in (other than an investment in a publicly-ownedcompany which constitutes not more than 1% of the voting securities) anybusiness in the restaurant or entertainment industry which is engaged inbusiness activities which are in competition with the business activities ofthe Company.

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(b)           Non-Hire.  Employee agrees that during his employmentwith the Company and for a one (1) year period following the termination of hisemployment with the Company, he  will notdirectly or indirectly, on his own behalf or on behalf of any other person orbusiness entity, (i) hire any person employed by the Company during the sixty(60) days prior to Employee’s termination in the Company’s corporateheadquarters or within its operations group in the position of general manager,regional manager or any position senior to those managers (each being a “RestrictedEmployee”), (ii) attempt to influence any Restricted Employee employed by theCompany at the time of Employee’s termination to leave his or his employment or(iii) use or disclose to any person or business entity any personal informationregarding any of the Company’s employees.

(c)           Non-Interference.  Employee agrees that for a one (1) yearperiod following the termination of his employment with the Company, he  will not, directly or indirectly, on his ownbehalf or on behalf of any other person or business entity, interfere with theCompany’s relationship with any person who at the relevant time is an employee,contractor, supplier, or customer of the Company.

(d)           Non-Access.  Employee agrees that following thetermination of his employment with the Company, he will not access the Company’scomputer systems, download files or any information from the Company’s computersystems or in any way interfere, disrupt, modify or change any computer programused by the Company or any data stored on the Company’s computer systems.

(e)           No Restriction on Employment.  It is expressly understood and agreed thatnotwithstanding anything in this Agreement to the contrary, including, withoutlimitation, Paragraphs 7(a) through 7(d) hereof, there shall beno restriction on Employee’s employment (whether by an employer in acompetitive industry or otherwise) following the termination of Employee’semployment with the Company and Employee shall be entitled to immediatelythereafter compete with the Company.

8.             **Termination of Agreement**.

(a)           Death or Disability.  This Agreement shall automatically terminateupon the death of Employee or upon Employee’s becoming disabled to the extentthat he  is unable to engage in anysubstantial gainful activity by reason of any medically determinable physicalor mental impairment which can be expected to result in death or can beexpected to last for a continuous period of not less than 12 months, or is, byreason of any medically determinable physical or mental impairment which can beexpected to result in death or can be expected to last for a continuous periodsof not less than 12 months, receiving income replacement benefits for a periodof not less than 3 months under an accident and health plan covering employeesof the Company.  The determination ofEmployee’s disability shall be made in good faith by a physician reasonablyacceptable to the Company.

(b)           Upon Notice.  The Employee may terminate this Agreement at any timeduring the term by giving the Company no less than thirty (30) days’ priorwritten notice of the date of termination. Promptly after the Employee gives such notice, the parties shallmeet and in good faith confer regarding the Employee’s work responsibilitiesduring the remainder of the notice period. During the remainder of the notice period, Employee agrees to useEmployee’s best efforts to continue performing the duties assigned by theCompany, and the Company agrees to continue compensating Employee until thetermination date with the same pay and benefits as before the notice was given.

(c)           For Cause.  The Company may terminate this Agreementwithout any prior written notice to Employee if the termination is “for cause.”  For purposes of this Agreement “for cause”shall be defined as the willful and continued failure by Employee to performthe duties assigned by the Company, failure to follow reasonablebusiness-related directions from the Company, gross insubordination, theft fromthe Company or its clients, habitual absenteeism, conviction of a felony, orany other gross or willful misconduct that is contrary to the best interests ofthe Company or materially and adversely affects the reputation of the Company.  If the Company believes that an eventconstituting “for cause” under this section has occurred and such event (i) isnot a criminal offense and (ii) is readily curable by Employee, then theCompany shall provide written notice to the employee setting forth: (A) theCompany’s intent to terminate the Employee’s employment for cause, and (B) thereasons for the Company’s intent to terminate the Employee’s employment forCause.  The Employee shall have ten (10)business days following the receipt of such notice to cure the allegedbreach.  The Company may terminate thisAgreement without any further notice to Employee if such cure has not occurredwithin such ten (10) business day period. In the event that the Company contends that the event is not readilycurable by Employee, the Company shall provide written notice to Employeesetting forth:  (X) the reasons for theCompany’s intent to terminate Employee’s employment “for cause” and (Y) thebasis for the Company’s determination that such event is not readily curable.

(d)           For Good Reason.  The Employee may terminate this Agreementwithout any prior written notice to the Company if the termination is “for goodreason.”

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For purposes of thisAgreement “for good reason” shall be defined as (i) the Company’s materialbreach of this Agreement and the Company’s failure to remedy such breach withinten (10) days following the delivery of written notice of such breach by theEmployee to the Company; (ii) the Company’s relocation of the office whereEmployee performs his duties; (iii) assignment to the Employee of any duties,authority or responsibilities that are materially inconsistent with theEmployee’s position, authority, duties or responsibilities, or any otherCompany action that results in the diminution in such position, authorities,duties or responsibilities; (iv) substantial change in organizational reportingrelationships as compared to the Effective Date that will impact Employee’stitle, status, position, authority, duties or responsibilities reporting requirements;and (v) any other purported termination of the Employee other than under theterms of this Agreement.

(e)           Severance Pay and Release.  In the event that Employee’s employment underthis Agreement is terminated for reasons other than “for cause” as defined in Paragraph8(c), the Company shall pay to Employee: (i) twelve (12) months ofseverance pay at Employee’s then current base salary, in accordance with theCompany’s normal payroll schedule and procedures, and subject to all applicablewithholding (it being agreed that the sum of the after-tax value of thesemonthly payments and any income replacement benefits received fromCompany-provided disability insurance as described in Section 8(a) aboveshall not exceed the after-tax value of Employee’s then-current base salary,(ii) an amount equal to the annual bonus, if any, earned by the Employee forthe prior fiscal year, if it has not previously been paid by the Company, (iii)the prorata portion of the annual bonus, if any, earned by the Employee for thethen-current fiscal year payable in accordance with the Company’s standardprocedures for paying any such bonus to other Employees, (iv) monthly paymentsfor a period of twelve (12) months following Employee’s termination that areequal to the monthly payment being made to Employee under Paragraph 5(c)at the time of Employee’s termination, (v) monthly payments for a period of six(6) months following Employee’s termination that are equal to the monthlypremium required by the Employee to maintain his health insurance benefitsprovided by the Company’s group health insurance plan, in accordance with therequirements of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”),and (vi) the portion of any equity interests granted by the Company to Employeethat is vested as of the date of Employee’s termination.  The Company’s obligation to tender theforegoing severance amounts shall be conditioned upon Employee’s compliancewith this Agreement and upon Employee’s execution of a general release in favorof the Company, its Board of Directors, affiliates, and employees, in such formas reasonably approved by the Company and Employee.  In the event that this Agreement isterminated “for cause” pursuant to Paragraph 8(c), the Company shall payto Employee only that compensation which has been earned by the Employeethrough the date of termination.  Thepayments shall be made in a lump sum or on the Company’s regularly scheduledpaydays, as determined in the discretion of the Company.

Employee agrees to returnto the Company any payments received pursuant to this Paragraph 8 in theevent that Employee does not fully comply with all post-employment obligationsset out in this Agreement, including, but not limited to, the RestrictiveCovenants set forth in Paragraph 7.

9.             **Return of Property to the Company**.  Upon the termination of Employee’s employmentby the Company, Employee agrees to immediately provide the Company with awritten inventory of all Company-owned property in Employee’s possession or underEmployee’s control and to immediately return to the Company all Company-ownedproperty in Employee’s possession or control. After the termination of Employee’s employment, Employee will not retaincopies of any documents or other property belonging to the Company.

10.           **Arbitration**.  Any controversy, dispute or claim, except asset out below, arising out of or relating to this Agreement or the terms andconditions of employment of Employee, including, but not limited to, claims ofbreach of contract, shall be settled by final and binding arbitration inaccordance with the Arbitration Rules of the American Arbitration Association,and judgment on the award rendered by the arbitrator may be entered in anycourt having jurisdiction thereof. However, the parties agree that this Paragraph 10 shall notpreclude the Company from filing a petition in court seeking equitable reliefin the form of a temporary restraining order or temporary or permanentinjunction for alleged violations of Employee’s obligations under Paragraphs6 and 7.  A party shall have theright to pursue the same causes of action and obtain the same damages inarbitration that the party could pursue in any court.  Any arbitration brought under the terms ofthis Agreement shall be conducted in the following manner:

(a)           A party wishing to pursue a claimunder this Paragraph 10 must give the other party a written Notice ofClaim within ninety (90) days after the event which gave rise to the claimoccurred.  The party receiving a Noticeof Claim shall within thirty (30) days serve the other party with a writtenresponse to the Notice of Claim.  If theparty initiating the claim is not satisfied with the response, the partyinitiating the claim shall notify the other party in writing that the claim shallbe resolved by arbitration.

(b)           The arbitrator shall be selected byagreement of the parties within thirty (30) days of the receipt of the writtennotice that the claim shall be resolved by arbitration.  In the event that the parties cannot agree uponan arbitrator, each party shall choose one arbitrator. 

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The arbitratorsselected by the parties shall select one arbitrator, by mutual agreement.  In the event of a deadlock, either party maypetition a court of competent jurisdiction to select an arbitrator.

(c)           The arbitration hearing shall be heldat a mutually agreeable site in Dallas, Texas.

(d)           The arbitration hearing must be heldwithin sixty (60) days of the date on which the arbitrator is selected.

(e)           The arbitrator shall follow theEmployment Arbitration Rules of the American Arbitration Association, except asotherwise agreed by the parties.  Thearbitrator shall substantially comply with the Texas rules of evidence; shallgrant essential but limited discovery; shall provide for the exchange of witnesslists and exhibit copies; shall conduct a pretrial hearing; and shall considerdispositive motions.  The arbitrator hasthe right to refer the parties to a non-binding mediation prior to thearbitration hearing but such mediation shall not extend the deadlinesestablished in this Paragraph 10. Each party shall have the right to request the arbitrator to makefindings of specific factual issues.

(f)            The expenses of the arbitrationshall be borne in such proportion as the arbitrator shall decide.

(g)           Any deviation from subparagraphs (a)through (e) above must be set out in writing and signed by both the Company andEmployee.

11.           **Indemnification.**  The Company shall indemnify Employee to thefullest extent permitted by law against all costs, expenses, liabilities andlosses, including but not limited to, attorneys fees, judgments, fines,penalties, taxes and amounts paid in settlement, reasonably incurred byEmployee in conjunction with any action, suit, or proceeding, whether civil,criminal, administrative, or investigative in nature, which the Employee ismade or threatened to be made a party or witness by reason of his position asofficer, employee or agent of the Company or otherwise due to his associationwith the Company or due to his position or association with any other entity atthe request of the Company.  The Companyshall advance to Employee all reasonable costs and expenses incurred inconnection with such action within twenty (20) days after receipt by theCompany of Employee’s written request. The Company shall be entitled to be reimbursed by Employee and Employeeagrees to reimburse the Company if it is determined that Employee is notentitled to be indemnified with respect to an action, suit, or proceeding underapplicable law.  The Company shall notsettle any such claim in any manner which would impose liability, includingmonetary penalties or censure, on the Employee without his prior writtenconsent.

12.           **Choiceof Law; Venue**.  Theparties agree that this Agreement shall be construed under the laws of theState of Texas.  Jurisdiction and venuewith respect to any dispute arising under this Agreement shall be in the courtsof Dallas County, Texas.

13.           **Severability**.  If any provision of this Agreement isdeclared or found to be illegal, unenforceable, or void, in whole or in part,then both parties will be relieved of all obligations arising under suchprovision, but only to the extent it is illegal, unenforceable, or void.  The parties intend that this Agreement willbe deemed amended by modifying any such illegal, unenforceable, or voidprovision to the extent necessary to make it legal and enforceable whilepreserving its intent, or if such is not possible, by substituting thereforeanother provision that is legal and enforceable and achieves the sameobjectives.  Notwithstanding theforegoing, if the remainder of this Agreement will not be affected by suchdeclaration or finding and is capable of substantial performance, then eachprovision not so affected will be enforced to the extent permitted by law.

14.           **Waiver**.  No delay or omission by either party to thisAgreement to exercise any right or power under this Agreement will impair suchright or power or be construed as a waiver thereof.  A waiver by either of the parties to thisAgreement of any of the covenants to be performed by the other or any breachthereof will not be construed to be a waiver of any succeeding breach thereofor of any other covenant contained in this Agreement.  All remedies provided for in this Agreementwill be cumulative and in addition to and not in lieu of any other remediesavailable to either party at law, in equity or otherwise.

15.           **Notices**.  Any notices, consents, demands, requests,approvals and other communications to be given under this Agreement by eitherparty to the other shall be deemed to have been duly given if given in writingand personally delivered or sent by mail (registered or certified) or by arecognized “next-day delivery service” to the address set forth below a party’ssignature.

16.           **EntireAgreement**.  This Agreementrepresents the entire agreement relating to employment between the Company andEmployee and supersedes all previous oral and written and all contemporaneousoral negotiations or commitments, writings and other understandings, includingwithout limitation that certain Executive Retention Agreement entered into bythe parties.  No prior or subsequentpromises, representation, or understandings relative to any terms or conditionsof employment are to be considered as part of this Agreement or as binding.

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17.           **Amendment**.  This Agreement may be amended only in awriting signed by both parties.

18.           **Acknowledgment**.  By signing below, the parties certify andrepresent that they have carefully read and considered the foregoing Agreementand fully understand all provisions of this Agreement and understand theconsequences of signing this Agreement, and have signed this Agreementvoluntarily and without coercion, undue influence, threats, or intimidations ofany kind or type whatsoever.
| **COMPANY:**                        | **EMPLOYEE:**          |     |
|-------------------------------------|------------------------|----------|
| ** **                          | ** **             |     |
| **DAVE  & BUSTER’S, INC.** |                   |     |
| ** **                          |                   |     |
| ** **                          |                   |     |
| By:                                 |                   |     |   |   |
|                                |                   |     |
|                                |                   |     |
| Address:                            | 2481 Mañana Drive | Address: |   |   |
|                                | Dallas, Texas  75220   |     |   |   |
|                                |                   |     |   |
|                                |                   |     |
| Date:                               |                   |     | Date: |   |   |
|                                     |                        |          |  |  |  |  |  |

 

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