<PAGE>
                                                                  EXHIBIT 10.20


                         AGREEMENT OF SALE AND PURCHASE


                                 by and between

                           D & B REALTY HOLDING, INC.,

                             a Missouri corporation,

                                    as Seller


                                       and


                                 LANDFAIR, LLC,

                     a California limited liability company

                                  as Purchaser



                                Marietta, Georgia
<PAGE>
                                TABLE OF CONTENTS
<TABLE>
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                                                                                                                  PAGE
<S>                                                                                                               <C>
ARTICLE I. Sale and Purchase: Property...........................................................................    1
   Section 1.1       Sale and Purchase...........................................................................    1

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

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

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

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

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

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

ARTICLE VIII. Representations, Warranties, and Covenants.........................................................   17
   Section 8.1       Purchaser's Representations and Warranties..................................................   17
   Section 8.2       Seller's Representations and Warranties.....................................................   17
   Section 8.3       Seller's Covenants..........................................................................   20
</TABLE>
<PAGE>
<TABLE>
<S>                                                                                                               <C>
   Section 8.4       Survival of Representations and Warranties..................................................   21
   Section 8.5       Knowledge Standard..........................................................................   22

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

ARTICLE X. Risk of Loss..........................................................................................   23
   Section 10.1         Risk of Loss.............................................................................   23
   Section 10.2         Loss.....................................................................................   23

ARTICLE XI. Miscellaneous........................................................................................   24
   Section 11.1         Entire Agreement.........................................................................   24
   Section 11.2         Agreement Binding on Parties; Assignment.................................................   24
   Section 11.3         Effective Date...........................................................................   24
   Section 11.4         Notice...................................................................................   24
   Section 11.5         Time of the Essence......................................................................   26
   Section 11.6         Place of Performance.....................................................................   26
   Section 11.7         Currency.................................................................................   26
   Section 11.8         Section Headings.........................................................................   26
   Section 11.9         Obligations..............................................................................   26
   Section 11.10        Business Days............................................................................   26
   Section 11.11        No Recordation...........................................................................   27
   Section 11.12        Multiple Counterparts....................................................................   27
   Section 11.13        Severability.............................................................................   27
   Section 11.14        Taxpayer ID..............................................................................   27
   Section 11.15        Section 1031 Exchange....................................................................   27
</TABLE>

Exhibits

Exhibit A         -        Legal Description of Land
Exhibit B         -        Deed
Exhibit C         -        Bill of Sale
Exhibit D         -        Certificate of Non-Foreign Status
Exhibit E         -        Assignment of Warranties
Exhibit F         -        Lease
Exhibit G         -        Note
<PAGE>
                         AGREEMENT OF SALE AND PURCHASE


         THIS AGREEMENT OF SALE AND PURCHASE (this "AGREEMENT") is made by and
between D & B REALTY HOLDING, INC., a Missouri corporation (the "SELLER"), and
LANDFAIR, LLC, a California limited liability company (the "PURCHASER").


                              W I T N E S S E T H:


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


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

                                   ARTICLE I.
                           SALE AND PURCHASE: PROPERTY

Section 1.1       Sale and Purchase.


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

                  (a)      All of that certain land more particularly described
                           on Exhibit A attached hereto (the "LAND"), including
                           all structures, improvements, and fixtures (the
                           "IMPROVEMENTS") thereon. The Improvements consist of
                           an approximately 53,314 square foot, single story
                           "Dave & Buster's" entertainment complex. The Land and
                           the Improvements are sometimes referred to herein
                           collectively as the "REAL PROPERTY";

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

                  (c)      All right, title, and interest of Seller,
                           reversionary or otherwise, in and to all easements in
                           or upon the Land, mineral rights, water rights, water
                           stock, and all other rights, privileges, entitlements
                           and appurtenances belonging or in anywise pertaining
                           to the ownership, management or operation of the Real
                           Property, if any (the "APPURTENANCES");


                                      -1-
<PAGE>
                  (d)      Any and all equipment, machinery, and other items of
                           personal property owned by Seller and presently
                           affixed or attached to, placed or situated upon the
                           Real Property and used in connection with the
                           ownership, operation and occupancy of the Real
                           Property, but specifically excluding any items of
                           personal property owned by the Tenant (as defined in
                           Section 6.2 (viii)) and/or any third party (the
                           "PERSONALTY");

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

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

                  (g)      Intentionally Omitted;

                  (h)      Seller's interest in all plans, specifications,
                           drawings, reports, studies, and other similar
                           matters, relating to the Land and in the possession
                           or control of Seller or Seller's agents or affiliates
                           (the "PLANS").


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

                                   ARTICLE II.
                                  CONSIDERATION

Section 2.1       Purchase Price & Financing.

                  (a)      The purchase price (the "PURCHASE PRICE") to be paid
                           by Purchaser to Seller for the sale and conveyance of
                           the Property is Eight Million Three Hundred Ninety
                           Thousand and No/100 Dollars ($8,390,000), plus or
                           minus any net prorations or closing costs payable or
                           chargeable to Purchaser hereunder, which is payable
                           to Seller at the closing of the transaction
                           contemplated hereby (the "CLOSING"). Purchaser shall
                           pay the Purchase Price at the Closing as follows: (i)
                           Five Million Eight Hundred Seventy Three Thousand and
                           No/100 Dollars ($5,873,000) by wire transfer of funds
                           and (ii) Two Million Five Hundred Seventeen Thousand
                           and No/100 Dollars ($2,517,000) by delivery of a
                           promissory note (the "NOTE") in substantially the
                           form attached hereto as Exhibit G.


                                      -2-
<PAGE>
Section 2.2       Earnest Money.

                  (a)      It is a condition precedent to the effectiveness of
                           this Agreement that within three (3) days of the
                           execution of this Agreement by Purchaser, Purchaser
                           shall deposit with Hexter-Fair Title Company, 8333
                           Douglas Avenue, Suite 130, Dallas, Texas 75225, Attn:
                           Carol Erick (the "CLOSING AGENT"), by wire transfer
                           or delivery of a cashier's check, immediately
                           available federal funds in the amount of Fifty
                           Thousand Dollars ($50,000) (along with any interest
                           accrued thereon, the "EARNEST MONEY").

                  (b)      On the Closing Agent's receipt of the Earnest Money,
                           the Closing Agent shall deposit such Earnest Money
                           into an interest-bearing money market account
                           maintained at a federally insured bank or savings and
                           loan association located in Dallas County, Texas.
                           Such account shall have no penalty for early
                           withdrawal. Notwithstanding anything to the contrary
                           contained elsewhere in this Agreement, $100.00 of the
                           Earnest Money shall serve as independent
                           consideration for this Agreement (the "INDEPENDENT
                           CONSIDERATION"), and shall be non-refundable for any
                           reason. If the transaction contemplated hereby is
                           consummated in accordance with the terms and
                           provisions hereof, the Earnest Money shall be
                           credited against the Purchase Price at Closing. All
                           interest earned shall be reported to the Internal
                           Revenue Service as income of Purchaser and Purchaser
                           shall promptly execute all forms reasonably requested
                           by the Closing Agent with respect thereto (except if
                           Seller is entitled to retain the Earnest Money under
                           Section 7.1, in which case the interest earned will
                           be reported as income of the Seller).

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

                                  ARTICLE III.
                                     SURVEY

Section 3.1       Survey.

                  Seller has delivered to Purchaser a true, correct and complete
                  copy of the as-built survey (the "SURVEY") of the Real
                  Property in Seller's possession. Purchaser shall be solely
                  responsible for updates to the Survey.


                                      -3-
<PAGE>
                                  ARTICLE IV.
                                      TITLE

Section 4.1       Title Commitment.

                  (a)      Delivery. If not previously delivered, within one (1)
                           day after the Effective Date, Seller shall cause
                           Lawyers Title Insurance Corporation (the "TITLE
                           COMPANY"), acting through the Closing Agent, to
                           furnish to Purchaser a title commitment (the
                           "COMMITMENT") along with legible, true and complete
                           copies of all documents referred to in the
                           Commitment, including, without limitation, plats,
                           deeds, restrictions and easements, by the terms of
                           which the Title Company agrees to issue to Purchaser
                           at Closing an ALTA Extended Coverage Owner's Policy
                           of Title Insurance (the "TITLE POLICY") in the amount
                           of the Purchase Price and insuring Purchaser's fee
                           simple absolute title to the Real Property to be good
                           marketable and indefeasible, subject only to the
                           Permitted Exceptions.

                  (b)      Objections and Cure. If the Title Commitment or
                           Survey or their updates disclose exceptions to title
                           or any other matter reasonably objectionable to
                           Purchaser, Purchaser shall so notify Seller in
                           writing (the "OBJECTION NOTICE") on or before the
                           fifth (5th) day following the date of the last to be
                           received of the Title Commitment and updated Survey,
                           and Seller shall have two (2) days from the date of
                           Seller's actual receipt of the Objection Notice in
                           which it may, but shall have no obligation to have
                           each such objectionable exception to title or Survey
                           removed or correct each such other matter, in each
                           case to the reasonable satisfaction of Purchaser;
                           provided, however, that Seller shall pay off and
                           discharge the following (collectively "DISCHARGEABLE
                           LIENS"): (a) all mortgage liens and deeds of trust
                           encumbering the Property or any portion thereof; and
                           (b) all lien claims if liquidated (including, without
                           limitation, the liens shown on Schedules B and C of
                           the Commitment, other than non-delinquent taxes for
                           the year of Closing and subsequent years), and Seller
                           covenants and agrees to pay off and discharge all
                           such mortgage liens, deeds of trust and other such
                           liens at Closing. If, within the time specified,
                           Purchaser does not deliver an Objection Notice, all
                           title and survey matters shall be deemed approved
                           (other than its objections relating to the
                           Dischargeable Liens). If, within the time specified,
                           Seller does not have each such objectionable
                           exception removed or corrected, Purchaser must, prior
                           to the Inspection Period Expiration Date (as
                           hereinafter defined), as its sole and exclusive
                           remedy, either (i) terminate this Agreement, in which
                           event this Agreement, without further action of the
                           parties, shall become null and void and neither party
                           shall have any further rights or obligations under
                           this Agreement, except in accordance with Sections
                           5.3 and 6.4, or (ii) elect to accept title to the
                           Property as it then exists, without reduction to the
                           Purchase Price. If Purchaser fails to timely make
                           either such election, Purchaser shall be deemed to
                           have elected option (ii). Notwithstanding

                                      -4-
<PAGE>
                           anything to the contrary herein, the time period
                           within which Purchaser must provide its Objection
                           Notice and Seller may cure such objections must be
                           completed prior to the Inspection Period Expiration
                           Date. In other words, Purchaser shall have no right
                           to terminate this Agreement under this Section 4.1(b)
                           after the Inspection Period Expiration Date,
                           notwithstanding anything to the contrary herein
                           contained.

                  (c)      Permitted Exceptions. As used in this Agreement, the
                           term "PERMITTED EXCEPTIONS" shall mean all matters
                           either shown on the updated Survey or in the Title
                           Commitment (other than the Dischargeable Liens),
                           which Purchaser has accepted or has been deemed to
                           accept under Section 4.1(b). Seller has no obligation
                           to ensure that the Title Company will provide any
                           endorsements to the Title Policy, including, without
                           limitation, any deletion of the printed survey
                           exception, all of which, if Purchaser elects to
                           obtain any such endorsements, shall be Purchaser's
                           responsibility and shall be at Purchaser's expense.
                           Notwithstanding any provision hereof, Seller shall
                           have until Closing to satisfy and/or remove all
                           Schedule C items and shall be obligated to satisfy
                           and/or remove same

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

                                   ARTICLE V.
                                   INSPECTION

Section 5.1       Inspection Period.


                  Seller shall permit Purchaser and its authorized agents and
                  representatives to enter upon the Real Property at all
                  reasonable times during normal business hours to inspect and
                  conduct reasonably necessary tests. After the Effective Date,
                  Purchaser, at Purchaser's expense, shall also be entitled to
                  have conducted on its behalf, subject to the operations of the
                  restaurant, inspections of the Improvements and Personalty.
                  Such entry and inspections may be conducted only during the
                  period (the "INSPECTION PERIOD") commencing on the Effective
                  Date and ending at 5:00 p.m., Los Angeles, California time on
                  December 20, 2001 (the "INSPECTION PERIOD EXPIRATION DATE");
                  provided, however, that so long as this Agreement has not been
                  terminated, Purchaser shall have the right, subject to the
                  operations of the restaurant, to enter upon the Real Property
                  at all reasonable times during normal business hours
                  subsequent to the Inspection Period

                                      -5-
<PAGE>
                  Expiration Date and prior to the Closing for the purposes of
                  continuing its inspection of the same so long as Purchaser
                  complies with each of the provisions of this Agreement,
                  including, without limitation, the provisions of this Article
                  V relating to such entry and inspection. Notwithstanding the
                  foregoing, in no event shall such entry and inspection
                  subsequent to the Inspection Period Expiration Date serve to
                  extend Purchaser's right to terminate this Agreement on or
                  before the Inspection Period Expiration Date as provided in
                  Section 5.4 hereof. Purchaser shall notify Seller, in writing,
                  of its intention, or the intention of its agents or
                  representatives, to enter the Real Property at least
                  twenty-four (24) hours prior to such intended entry, and
                  notify Seller of any tests to be conducted thereon. Purchaser
                  shall bear the cost of all such inspections and tests. At
                  Seller's option, Seller may be present for any inspection or
                  test so long as Seller's presence (or desire to be present)
                  does not delay or hinder any inspection or test.

Section 5.2       Document Review.

                  (a)      Documents. Seller has previously delivered to
                           Purchaser, and Purchaser acknowledges its receipt of,
                           the following (collectively, the "DOCUMENTS"):

                  (i)      copies of any Plans;

                  (ii)     copies of all existing soil, engineering,
                           architectural, and environmental reports covering the
                           Property in Seller's or Seller's agents or affiliates
                           possession or control;

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

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

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

                  (b)      Proprietary Information. Purchaser acknowledges that
                           any and all of the Documents are proprietary and
                           confidential in nature and will be delivered to
                           Purchaser solely to assist Purchaser in determining
                           the feasibility of purchasing the Property. Purchaser
                           agrees not to disclose the contents of the Documents
                           to any party outside of Purchaser's organization
                           except to certain of its attorneys, accountants,
                           lenders, or investors (collectively, the "PERMITTED
                           OUTSIDE PARTIES") or if required by law to do so.
                           Purchaser further agrees that the Documents shall be
                           disclosed and exhibited only to those persons within
                           Purchaser's organization or to those Permitted
                           Outside Parties who are responsible for determining
                           the feasibility of Purchaser's acquisition of the
                           Property. In permitting the Permitted Outside Parties
                           to review the Documents or other information to
                           assist

                                      -6-
<PAGE>
                           Purchaser, Seller has not waived any privilege or
                           claim of confidentiality with respect thereto, and no
                           third party benefits or relationships of any kind,
                           either express or implied, have been offered,
                           intended or created by Seller and any such claims are
                           expressly rejected by Seller and waived by Purchaser
                           and the Permitted Outside Parties, for whom, by its
                           execution of this Agreement, Purchaser is acting as
                           an agent with regard to such waiver.

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

                  (d)      No Representation or Warranty by Seller. Except as
                           contained in this Agreement, Purchaser hereby
                           acknowledges that Seller has not made and does not
                           make any warranty or representation regarding the
                           truth, accuracy, or completeness of the Items
                           delivered under Sections 5.2(a)(i), (ii) (the "THIRD
                           PARTY DOCUMENTS") or the source(s) thereof, and that
                           Seller has not undertaken any independent
                           investigation as to the truth, accuracy, or
                           completeness of the Third Party Documents and is
                           providing the Third Party Documents solely as an
                           accommodation to Purchaser. Seller expressly
                           disclaims and Purchaser waives any and all liability
                           for representations or warranties, express or
                           implied, statements of fact, and other matters
                           contained in the Third Party Documents, or for any
                           omissions from the Third Party Documents, or in any
                           other written or oral communications transmitted or
                           made available to Purchaser.

Section 5.3       Inspection Obligations.

                  (a)      Purchaser's Responsibilities. In conducting any
                           inspections, investigations, examinations, or tests
                           of the Property, Purchaser and its agents and
                           representatives shall: (i) not materially interfere
                           with the operation and maintenance of the Property;
                           (ii) not materially damage any part of the Property
                           or any personal property; (iii) not materially injure
                           or otherwise cause bodily harm to Seller or its
                           agents, guests, invitees, contractors and employees;
                           (iv) maintain commercial general liability
                           (occurrence basis) insurance in terms and amounts
                           reasonably satisfactory to Seller covering any
                           accident arising in connection with the presence of
                           Purchaser, its agents, and its representatives on the
                           Property, and shall deliver a certificate of
                           insurance verifying such coverage (and naming

                                      -7-
<PAGE>
                           Seller as an additional insured) to Seller prior to
                           entry upon the Property; (v) promptly pay prior to
                           delinquency the costs of all tests, investigations,
                           and examinations done with regard to the Property;
                           (vi) not permit any liens to attach to the Real
                           Property by reason of the exercise of its rights
                           hereunder; (vii) fully restore the Land and the
                           Improvements to substantially the same condition in
                           which they were found before any such inspection or
                           tests were undertaken; (viii) not reveal or disclose
                           any information obtained during the Inspection Period
                           concerning the Property and the Documents to anyone
                           outside Purchaser's organization, except in
                           accordance with the confidentiality standards set
                           forth in Section 5.2(b) hereof, and (ix) deliver to
                           Seller a copy of all Purchaser's Information as
                           required under Section 5.2(c).

                  (b)      PURCHASER'S AGREEMENT TO INDEMNIFY. PURCHASER SHALL
                           INDEMNIFY, DEFEND, AND HOLD SELLER HARMLESS FROM AND
                           AGAINST ANY AND ALL LIENS, CLAIMS, CAUSES OF ACTION,
                           DAMAGES, LIABILITIES, AND EXPENSES (INCLUDING
                           REASONABLE LEGAL FEES AND EXPENSES) CAUSED BY
                           PURCHASER'S INSPECTIONS OR TESTS OR ANY VIOLATION OF
                           THE PROVISIONS OF THIS SECTION 5.3 EXCEPT AS MAY BE
                           CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF
                           SELLER, ITS EMPLOYEES, AGENTS OR INVITEES. THIS
                           INDEMNITY SHALL SURVIVE THE CLOSING OR EARLIER
                           TERMINATION OF THIS AGREEMENT FOR ONE YEAR.
                           NOTWITHSTANDING THE PRIOR SENTENCE, BUYER WILL HAVE
                           NO OBLIGATION TO INDEMNIFY SELLER NOR BE LIABLE FOR
                           ANY COST, DAMAGE LOSS OR EXPENSE OF SELLER RESULTING
                           FROM OR RELATING TO (A) A PRE-EXISTING CONDITION AT
                           THE PROPERTY OR (B) THE EXISTENCE OR CONSEQUENCES OF
                           INFORMATION OBTAINED BY BUYER AS A RESULT OF ITS
                           INVESTIGATION.

Section 5.4       Right of Termination.


                  If, during the Inspection Period, Purchaser shall, for any
                  reason, in Purchaser's sole discretion, judgment, and opinion,
                  be dissatisfied with any aspect of the Property, any item
                  examined by Purchaser pursuant to this Agreement or the credit
                  of the Tenant, Purchaser shall be entitled to terminate this
                  Agreement by giving written notice to Seller on or before the
                  Inspection Period Expiration Date (but no later than 5:00
                  p.m., Los Angeles, California time on the Inspection Period
                  Expiration Date), whereupon all of the provisions of this
                  Agreement (except Sections 5.3 and 6.4) shall terminate. Upon
                  such termination, neither Seller nor Purchaser shall have any
                  further obligation or liability to the other hereunder, except
                  as provided in Sections 5.3 and 6.4 hereof, and upon
                  Purchaser's delivery to Closing Agent of the Documents and
                  Purchaser's Information, the Closing Agent shall return (i)
                  Earnest Money to Purchaser, less

                                      -8-
<PAGE>
                  the Independent Consideration which shall be paid to Seller
                  and (ii) the Documents and the Purchase's Information to
                  Seller.

Section 5.5       Property Conveyed "AS IS".

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


                                      -9-
<PAGE>
                           PROPERTY OR ANY PORTION THEREOF, OR ANY INCOME,
                           EXPENSES, CHARGES, LIENS, ENCUMBRANCES, RIGHTS, OR
                           CLAIMS ON OR AFFECTING OR PERTAINING TO THE PROPERTY
                           OR ANY PART THEREOF; (XII) THE PRESENCE OF HAZARDOUS
                           SUBSTANCES IN (AS DEFINED IN SECTION 5.5(C)) IN ON,
                           UNDER, OR IN THE VICINITY OF THE REAL PROPERTY;
                           (XIII) THE CONDITION OR USE OF THE PROPERTY OR
                           COMPLIANCE OF THE PROPERTY WITH ANY OR ALL PAST,
                           PRESENT OR FUTURE FEDERAL, STATE OR LOCAL ORDINANCES,
                           RULES, REGULATIONS, OR LAWS, BUILDING FIRE OR ZONING
                           ORDINANCES, CODES OR OTHER SIMILAR LAWS; (XIV) THE
                           EXISTENCE OR NON-EXISTENCE OF UNDERGROUND STORAGE
                           TANKS; (XV) ANY OTHER MATTER AFFECTING THE STABILITY
                           OR INTEGRITY OF THE REAL PROPERTY; (XVI) THE
                           POTENTIAL FOR FURTHER DEVELOPMENT OF THE REAL
                           PROPERTY; (XVII) THE EXISTENCE OF VESTED LAND USE,
                           ZONING, OR BUILDING ENTITLEMENTS AFFECTING THE REAL
                           PROPERTY; (XVIII) THE MERCHANTABILITY OF THE PROPERTY
                           OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR PURPOSE
                           (PURCHASER AFFIRMING THAT PURCHASER HAS NOT RELIED ON
                           SELLER'S SKILL OR JUDGMENT TO SELECT OR FURNISH THE
                           PROPERTY FOR ANY PARTICULAR PURPOSE, AND THAT SELLER
                           MAKES NO WARRANTY THAT THE PROPERTY IS FIT FOR ANY
                           PARTICULAR PURPOSE); OR (XIX) TAX CONSEQUENCES
                           (INCLUDING, BUT NOT LIMITED TO, THE AMOUNT, USE, OR
                           PROVISIONS RELATING TO ANY TAX CREDITS).

                  (b)      SALE "AS IS". EXCEPT AS EXPRESSLY SET FORTH IN THIS
                           AGREEMENT OR ANY OF THE CLOSING DOCUMENTS, PURCHASER
                           HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHER
                           DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR
                           WARRANTY OF SELLER OR ANY OF ITS AGENTS (EXCEPT
                           TENANT) AND ACKNOWLEDGES THAT NO SUCH REPRESENTATIONS
                           HAVE BEEN MADE. PURCHASER REPRESENTS THAT IT IS A
                           KNOWLEDGEABLE, EXPERIENCED, AND SOPHISTICATED
                           PURCHASER OF REAL ESTATE AND THAT IT IS RELYING ON
                           (I) ITS OWN EXPERTISE AND THAT OF PURCHASER'S
                           CONSULTANTS IN PURCHASING THE PROPERTY, (II) THE
                           EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER
                           EXPRESSLY SET FORTH IN THIS AGREEMENT AND THIS
                           CLOSING DOCUMENTS AND (III) THE REPRESENTATIONS AND
                           WARRANTIES OF TENANT UNDER THE LEASE. PURCHASER WILL
                           CONDUCT SUCH INSPECTIONS AND INVESTIGATIONS OF THE
                           PROPERTY AS PURCHASER DEEMS NECESSARY IN LIGHT OF
                           TENANT'S REPRESENTATION UNDER THE LEASE. UPON
                           CLOSING, AS BETWEEN PURCHASER AND

                                      -10-
<PAGE>
                           SELLER ONLY, PURCHASER SHALL ASSUME THE RISK THAT
                           ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO,
                           ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY
                           NOT HAVE BEEN REVEALED BY PURCHASER'S INSPECTIONS AND
                           INVESTIGATIONS AND HEREBY WAIVES ANY CLAIM (EXCEPT
                           CLAIMS ARISING FROM A BREACH OF THIS AGREEMENT)
                           PURCHASER MAY HAVE AGAINST SELLER, NOW OR IN THE
                           FUTURE, IN CONNECTION WITH ANY SUCH ADVERSE MATTERS,
                           INCLUDING, WITHOUT LIMITATION, ANY RIGHT OF
                           CONTRIBUTION. PURCHASER ACKNOWLEDGES AND AGREES THAT,
                           IF ALL PURCHASER'S CONDITIONS PRECEDENT TO CLOSING
                           HAVE BEEN SATISFIED OR WAIVED, UPON CLOSING, SELLER
                           SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER
                           SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS," WITH ALL
                           FAULTS. PURCHASER FURTHER ACKNOWLEDGES AND AGREES
                           THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES OR
                           REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE
                           PROPERTY BY SELLER, OR ANY AGENT OF SELLER (EXCEPT
                           TENANT). THE TERMS AND CONDITIONS OF THIS SECTION 5.5
                           SHALL EXPRESSLY SURVIVE THE CLOSING, NOT MERGE WITH
                           THE PROVISIONS OF ANY CLOSING DOCUMENTS. SELLER IS
                           NOT LIABLE OR BOUND IN ANY MANNER BY ANY ORAL OR
                           WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION
                           PERTAINING TO THE PROPERTY FURNISHED BY ANY REAL
                           ESTATE BROKER, AGENT (EXCEPT TENANT), EMPLOYEE,
                           SERVANT, OR OTHER PERSON, UNLESS THE SAME ARE
                           SPECIFICALLY SET FORTH OR REFERRED TO HEREIN.
                           PURCHASER ACKNOWLEDGES THAT THE PURCHASE PRICE
                           REFLECTS THE "AS IS" NATURE OF THIS SALE AND ANY
                           FAULTS, LIABILITIES, DEFECTS OR OTHER ADVERSE MATTERS
                           THAT MAY BE ASSOCIATED WITH THE PROPERTY. PURCHASER
                           HAS FULLY REVIEWED THE DISCLAIMERS, ASSUMPTIONS, AND
                           WAIVERS SET FORTH IN THIS AGREEMENT WITH ITS COUNSEL
                           AND UNDERSTANDS THE SIGNIFICANCE AND EFFECT THEREOF.
                           PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THE
                           PROVISIONS OF THIS ARTICLE V AND IN PARTICULAR THIS
                           SECTION 5.5 ARE AN INTEGRAL PART OF THIS AGREEMENT
                           AND THAT SELLER WOULD NOT HAVE AGREED TO SELL THE
                           PROPERTY TO PURCHASER FOR THE PURCHASE PRICE WITHOUT
                           SUCH PROVISIONS. NOTHING CONTAINED IN THIS SECTION
                           5.5(b) OR ELSEWHERE IN THIS AGREEMENT SHALL REDUCE OR
                           AFFECT IN ANY WAY WHATSOEVER: (I) THE TENANT'S
                           OBLIGATIONS, DUTIES AND LIABILITIES ARISING UNDER THE
                           LEASE, AND

                                      -11-
<PAGE>
                           (II) PURCHASER'S RIGHTS AND PRIVILEGES REGARDING ANY
                           PERSON OTHER THAN SELLER.

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

Section 5.6       Intentionally Omitted.

Section 5.7       Purchaser and Seller Represented by Counsel.


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

                                   ARTICLE VI.
                                     CLOSING

Section 6.1       Closing Date.


                  The Closing shall be held in the offices of Closing Agent, or
                  such other location as may be mutually agreed upon by Seller
                  and Purchaser, at 10:00 a.m. (Dallas, Texas time) on December
                  21, 2001, or at such other time as mutually agreed by Seller
                  and Purchaser. Notwithstanding the foregoing, Purchaser may
                  elect for the Closing to occur any business day prior to
                  December 21, 2001 by giving three days prior written notice of
                  such earlier date to Seller and Closing Agent. The date on
                  which the Closing occurs is the "Closing Date."

Section 6.2       Closing Matters.

                  (a)      Seller's Deliveries. At Closing, Seller shall
                           deliver:


                                      -12-
<PAGE>
                           (i)      possession of the Property, subject to the
                                    Permitted Exceptions;

                           (ii)     to the extent in Seller's or Seller's
                                    agent's possession or control, copies of all
                                    Permits;

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

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

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

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

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

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

                           (ix)     an executed guaranty of the Lease by Dave &
                                    Buster's, Inc. ("GUARANTOR") in favor of
                                    Purchaser as Landlord under the Lease, in
                                    the form attached to the Lease as Exhibit D.

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

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

                           (i)      the remaining funds for the Purchase Price
                                    to the Closing Agent, sent by wire transfer
                                    of immediately available federal funds to
                                    the account designated by Closing Agent;


                                      -13-
<PAGE>
                           (ii)     the Note, duly executed by Purchaser;

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

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

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

                  (c)      Intentionally Omitted.

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

Section 6.3       Closing Costs.


                  Except as otherwise provided in Section 7.3, each party shall
                  be responsible for the payment of its own attorneys' fees
                  incurred in connection with the transaction that is the
                  subject of this Agreement. Any escrow fee charged by the Title
                  Company shall be paid equally by Purchaser and Seller. Any
                  transfer or documentary stamp tax, or similar charge (the
                  "TRANSFER TAXES"), shall be paid by Seller at Closing.
                  Purchaser shall pay all premiums associated with extended
                  coverage or any endorsements or modifications to the Title
                  Policy, the costs of any updated Survey, and costs of any
                  inspections or tests Purchaser authorizes or conducts.

Section 6.4       Real Estate Commission.


                  Seller agrees to pay, at Closing, to LMT Investment Company
                  and Staubach Retail Services, Inc. (collectively, the
                  "BROKERS"), a real estate commission in accordance with
                  separate written contracts, but only in the event of a Closing
                  in strict accordance with this Agreement. The payment of the
                  aforementioned commission to the Brokers by Seller shall fully
                  satisfy any obligations of Seller for the payment of any real
                  estate commission hereunder or in connection herewith. Seller
                  and Purchaser each represent and warrant to the other that no
                  real estate brokerage commission is payable to any person or
                  entity in connection with the transaction contemplated hereby
                  (other than as described above in this Section 6.4), and each
                  agrees to and does hereby indemnify and hold the other
                  harmless

                                      -14-
<PAGE>
                  against the payment of any commission to any person or entity
                  (other than as described above in this Section 6.4) claiming
                  by, through or under Seller or Purchaser, as applicable. This
                  indemnification shall extend to any and all claims,
                  liabilities, costs, and expenses (including reasonable
                  attorneys' fees and litigation costs) arising as a result of
                  such claims and shall survive the Closing.

Section  6.5      Conditions Precedent to Seller's Obligations. Seller's
                  obligation to consummate Closing hereunder is expressly
                  conditioned on the satisfaction, at or before the Closing Date
                  or such earlier date as is specified below, of each of the
                  following conditions (any one or more of which may be waived,
                  in whole or in part by Seller, at Seller's option):

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

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

Section 6.6       Conditions Precedent to Purchaser's Obligations. Purchaser's
                  obligations hereunder (including, without limitation, its
                  obligation to purchase and accept the Property) are expressly
                  conditioned on the satisfaction, at or before the Closing Date
                  or such earlier date as is specified below, of each of the
                  following conditions (any one or more of which may be waived,
                  in whole or in part, by Purchaser at Purchaser's option):

                  (a)      All of the representations and warranties of Seller
                           contained in this Contract shall have been true and
                           correct when made and shall be true and correct on
                           the Closing Date with the same effect as if made on
                           and as of such date (in both cases, without regard to
                           any "knowledge" qualifications).

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

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

                  (d)      Purchaser shall have obtained a satisfactory Title
                           Policy in accordance with Section 4.1(a).


                                      -15-
<PAGE>
                  (e)      The Lease and the Guaranty are both in full force and
                           effect.

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

                                  ARTICLE VII.
                                    REMEDIES

Section 7.1       Seller's Remedies.


                  Other than the matters provided in Sections 5.3 and 6.4
                  hereof, in the event Purchaser materially breaches this
                  Agreement, Seller, as its sole and exclusive remedy at law in
                  equity or otherwise, shall be entitled to terminate this
                  Agreement and recover the Earnest Money as liquidated damages
                  and not as penalty, in full and complete satisfaction of any
                  and all claims against Purchaser arising in any manner
                  whatsoever from this Agreement or the transaction contemplated
                  in this Agreement. Seller and Purchaser agree that the
                  Seller's damages resulting from Purchaser's default are
                  difficult, if not impossible, to determine and the Earnest
                  Money is a fair and reasonable estimate of those damages which
                  has been agreed to in an effort to cause the amount of said
                  damages to be certain.

Section 7.2       Purchaser's Remedies.


                  Other than matters provided in Sections 6.4 or 8.4, in the
                  event Seller materially breaches this Agreement, Purchaser may
                  elect, as its sole remedies, to (a) terminate this Agreement
                  by giving Seller timely written notice of such election prior
                  to or at Closing or (b) enforce specific performance of the
                  obligations of Seller. In the event of a material breach of
                  representation or warranty by Seller discovered by Purchaser
                  after Closing, Purchaser's remedies are those described in
                  Section 8.4.

Section 7.3       Attorneys' Fees.


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


                                      -16-
<PAGE>
Section 7.4       Disposition of Earnest Money.


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

                                 ARTICLE VIII.
                   REPRESENTATIONS, WARRANTIES, AND COVENANTS

Section 8.1       Purchaser's Representations and Warranties.

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

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

Section 8.2       Seller's Representations and Warranties.

                  (a)      Seller is the fee simple owner of the Real Property
                           and has full power to own, occupy and transfer the
                           Property.


                                      -17-
<PAGE>
                  (b)      Seller is a Missouri corporation duly organized
                           validly existing and in good standing, and Seller is
                           qualified to do business in all states in which
                           qualification is necessary to conduct its business,
                           and has the power and authority to execute and
                           deliver this Agreement and conclude the transactions
                           contemplated therein.

                  (c)      The execution nor the delivery of this Agreement and
                           the other documents called for hereunder nor the
                           consummation of the transactions contemplated hereby
                           or thereby, or compliance with the terms hereof or
                           thereof by Seller, will not (a) violate any laws or
                           conflict with or result in a material breach of the
                           terms of or constitute a default under the
                           organizational documents of Seller or under any
                           contract, judgment, or other restriction of any kind
                           to which Seller is a party or by which Seller or the
                           Property is bound, (b) require any approval, consent,
                           authorization of, or other order or action of, or
                           filing with, any court, governmental authority or
                           regulatory body, or any other person or entity, (c)
                           give any party with rights under any contract,
                           judgment or other restriction to which Seller is a
                           party, or by which Seller or the Property is bound,
                           the right to terminate, modify or otherwise change
                           the rights or obligations of Seller under such
                           contract, judgment or other restriction, or (d)
                           result in liens or rights of third parties regarding
                           the Property. This Agreement and any other agreements
                           and instruments required to be delivered under this
                           Agreement by Seller, when executed and delivered by
                           Seller and Purchaser, will constitute valid and
                           binding obligations of Seller and will be enforceable
                           in accordance with their respective terms, except as
                           enforceability may be limited by bankruptcy,
                           insolvency, reorganization, moratorium, or other laws
                           affecting creditor's rights generally or by general
                           principles of equity.

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

                  (e)      Seller has received no written notice concerning the
                           Property from any Governmental Authority (as defined
                           below in this Section 8.2) about a violation (or
                           alleged violation, or of matters which with the
                           passage of time or giving of notice, or both, would
                           become violations) of any federal, state, county, or
                           city statute, ordinance, code, rule, or regulation or
                           stating that any investigation has commenced or is
                           contemplated regarding any violation.

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


                                      -18-
<PAGE>
                  (g)      There are no attachments, executions, assignments for
                           the benefit of creditors, or voluntary or involuntary
                           proceedings in bankruptcy or under other debtor
                           relief laws contemplated by, pending, or threatened
                           against Seller.

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

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

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

                  (k)      To Seller's knowledge, no default or breach exists
                           under any of the covenants, conditions, restrictions,
                           rights-of-way or easements, if any, affecting all or
                           any portion of the Property which are to be performed
                           or complied with by the owner of the Property.

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

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

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


                                      -19-
<PAGE>
                  (o)      To Seller's knowledge, there are no threatened or
                           endangered species or their habitat on the Property.

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

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

                  (r)      Seller is not a "foreign person" within the meaning
                           of Section 1445(f)(3) of the Code.

                  (s)      No party has a right of first refusal or option or
                           similar right to purchase all or any part of the
                           Property.

                  (t)      The Documents are true, correct and complete copies
                           of what each purports to be. The Documents are all
                           the material documents, studies, reports, surveys,
                           maps and other materials regarding the Property in
                           Seller's or Seller's agents' possession or control.


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

Section  8.3      Seller's Covenants. Seller hereby covenants and agrees with
                  Purchaser as follows:

                  (a)      At all time from the Effective Date until the Closing
                           Date, Seller shall maintain (or cause to be
                           maintained, in accordance with the terms of the
                           Lease) in force, fire and extended coverage insurance
                           upon the Real Property for not less than the full
                           replacement value of the Real Property, and
                           commercial general liability insurance with respect
                           to injury or death to persons and damage to property
                           in an amount not less than $1,000,000; and

                  (b)      Prior to the Closing, Seller shall maintain the
                           Improvements in their present condition and repair,
                           except for normal wear and tear and any casualty or
                           condemnation, and Seller shall not remove any
                           fixtures,

                                      -20-
<PAGE>
                           equipment, furnishings and other personalty from the
                           Improvements without replacing them with new items of
                           like or greater value.

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

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

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

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

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

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

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

Section 8.4       Survival of Representations and Warranties.


                  Except as otherwise expressly set forth herein, the
                  representations and warranties set forth in Section 8.2 shall
                  be continuing and shall be true and correct on and as of the
                  Closing Date with the same force and effect as if made at that
                  time, and such representations and

                                      -21-
<PAGE>
                  warranties shall survive the Closing for a period of two
                  years.

Section 8.5       Knowledge Standard.


                  For purposes of this Agreement, wherever the terms "SELLER'S
                  KNOWLEDGE" or "TO THE BEST OF SELLER'S KNOWLEDGE" is used, it
                  shall be limited to the actual knowledge (being the current,
                  conscious awareness of facts or other information) of John
                  Davis or Bryan Spain (collectively, "SELLER'S
                  REPRESENTATIVES"). Seller represents and warrants to Purchaser
                  that Seller's Representatives have made a reasonable inquiry
                  of other employees and agents of Seller and are the most
                  knowledgeable persons regarding the Property and Seller's
                  operation thereof. The Seller's Representatives are acting for
                  and on behalf and in their capacities as officers of Seller or
                  one or more of Seller's affiliates and are in no manner
                  expressly or impliedly making any of these representations in
                  their individual capacity and Purchaser waives any right to
                  sue or seek any judgment or claim against the Seller's
                  Representatives. The term "TO SELLER'S KNOWLEDGE" or "TO THE
                  BEST OF SELLER'S KNOWLEDGE" shall not include knowledge
                  imputed to the Seller from any other person.

                                  ARTICLE IX.
                                  CONDEMNATION

Section 9.1       Condemnation.


                  If, prior to Closing, any governmental authority or other
                  entity having condemnation authority shall institute an
                  eminent domain proceeding or take any steps preliminary
                  thereto (including the giving of any direct or indirect notice
                  of intent to institute such proceedings) with regard to a
                  Material Portion (as hereinafter defined) of the Real
                  Property, and the same is not dismissed on or before ten (10)
                  days prior to Closing, Purchaser shall be entitled to
                  terminate this Agreement by giving written notice to Seller on
                  or before the earlier to occur of (a) ten (10) days following
                  notice by Seller to Purchaser of such condemnation, or (b) the
                  Closing Date. In the event Purchaser does not terminate this
                  Agreement pursuant to the preceding sentence, Purchaser shall
                  be conclusively deemed to have elected to close the
                  acquisition of the Property subject to such condemnation,
                  without any reduction in Purchase Price, and waives any right
                  to terminate this Agreement as a result thereof. For purposes
                  of this Section 9.1, a "MATERIAL PORTION" shall mean that
                  portion of the Real Property which, if taken or condemned,
                  would reduce the value of the Property by not less than
                  $50,000.00. Notwithstanding anything to the contrary herein,
                  if any eminent domain proceeding is instituted (or notice of
                  which is given) solely for the taking of any subsurface rights
                  for utility easements or for any right-of-way easement, and
                  the surface may, after such taking, be used in substantially
                  the same manner as though such rights had not been taken,
                  Purchaser shall not be entitled to terminate this Agreement as
                  to any part of the Real Property, but any award

                                      -22-
<PAGE>
                  resulting therefrom shall be the exclusive property of
                  Purchaser upon Closing. In the event Purchaser elects to
                  terminate this Agreement under this Section 9.1, the Earnest
                  Money (less the Independent Consideration) shall be returned
                  to Purchaser upon Closing Agent's receipt of the Documents and
                  Purchaser's Information in accordance with Section 5.4, and
                  neither party to this Agreement shall thereafter have any
                  further rights or obligations hereunder except as otherwise
                  provided in Sections 5.3 and 6.4 hereof. If Purchaser waives
                  (or is deemed to have waived) the right to terminate this
                  Agreement as a result of such a condemnation, despite such
                  condemnation, Seller and Purchaser shall close this Agreement
                  in accordance with the terms hereof with no reduction in the
                  Purchase Price, and Seller shall assign to Purchaser at
                  Closing all of Seller's right, title and interest in and to
                  all proceeds resulting or to result from said condemnation and
                  Seller will execute and deliver to Purchaser at Closing, or
                  thereafter on demand, all proper instruments for the
                  assignment to and collection by Purchaser of any such award.

                                   ARTICLE X.
                                  RISK OF LOSS

Section 10.1      Risk of Loss.


                  Until Closing, Seller alone shall bear the risk of loss should
                  there be damage to any of the Improvements by fire or other
                  casualty (collectively, "CASUALTY"). If, prior to the Closing,
                  any of the Improvements shall be damaged by a Casualty, Seller
                  shall take all action necessary to preserve and protect the
                  Improvements from further loss or damage, and Seller shall
                  deliver to Purchaser within one (1) business day of such
                  Casualty written notice ("CASUALTY LOSS Notice") of such
                  Casualty.

Section 10.2      Loss.


                  If the cost of restoring the Improvements to their condition
                  prior to the Casualty, in full compliance with all applicable
                  building and zoning laws, ordinances and regulations, will
                  exceed $100,000 whether or not such damage is covered by
                  insurance, Purchaser (but not Seller) may either (a) terminate
                  this Contract by delivering written notice to Seller prior to
                  the Closing or (b) waive its right of termination and proceed
                  to close this transaction in accordance with the terms hereof
                  without reduction to the Purchase Price and Seller shall
                  deliver to Purchaser an amount equal to the deductible and
                  assign to Purchaser all of its rights in the resulting
                  casualty insurance proceeds and a pro rata share of the rental
                  or business loss proceeds, if any, from the insurance
                  coverage. In which the event (A) Purchaser may notify all
                  appropriate insurance companies of its interest in the
                  insurance proceeds, and (B) all casualty insurance proceeds
                  payable as a result of the loss (subject to the limitation
                  herein described) and Purchaser's pro rata share of any rental
                  or business loss proceeds shall be assigned to Purchaser at
                  Closing.



                                      -23-
<PAGE>
                                   ARTICLE XI.
                                  MISCELLANEOUS

Section 11.1      Entire Agreement.


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

Section 11.2      Agreement Binding on Parties; Assignment.


                  This Agreement, and the terms, covenants, and conditions
                  herein contained, shall inure to the benefit of and be binding
                  upon the heirs, personal representatives, successors, and
                  assigns of each of the parties hereto. Purchaser may assign
                  its rights under this Agreement only upon the following
                  conditions: (i) the assignee of Purchaser must be an affiliate
                  (as that term is defined in the rules and regulations
                  promulgated by the Securities and Exchange Commission under
                  the Securities Act of 1933, as amended) of Purchaser, (ii) all
                  of the Earnest Money must have been delivered in accordance
                  with Section 2.2, (iii) Purchaser shall remain primarily
                  liable for the performance of Purchaser's obligations, and
                  (iv) a copy of the fully executed written assignment and
                  assumption agreement along with the taxpayer identification
                  number of the proposed assignee, shall be delivered to Seller
                  at least two (2) days prior to Closing. No transfer or
                  assignment in violation of this Section 11.2 is valid or
                  enforceable.

Section 11.3      Effective Date.


                  The Effective Date of this Agreement shall be the date on
                  which the Closing Agent acknowledges its receipt of a copy of
                  this Agreement executed by both Seller and Purchaser and
                  receipt of the Earnest Money. The execution hereof by Seller
                  shall constitute an offer by Seller to Purchaser to sell the
                  Property on the terms and conditions herein stated.

Section 11.4      Notice.


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

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


                                      -24-
<PAGE>
                  (b)      on the next business day after delivery, on a
                           business day, to a nationally recognized overnight
                           courier service for prepaid overnight delivery.

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

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


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

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

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

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

                  Purchaser:                c/o Elysee Management Group, Inc.
                                            27520 Hawthorne Boulevard, Suite 235
                                            Rolling Hills, California  90274
                                            Attn:  Wayne Kao
                                            Facsimile: 310-275-8914

                  with a copy               Irell & Manella LLP
                                            1800 Avenue of the Stars
                                            Los Angeles, California  90067
                                            Attn:  Mark Wiesenthal
                                            Fax: (310) 203-7199

                                      -25-
<PAGE>
                                            Email: mwiesenthal@irell.com

                  Closing Agent/            Hexter-Fair Title Company
                  Title Company:            8333 Douglas Avenue
                                            Suite 130
                                            Dallas, Texas 75225
                                            Attn:  Carol Erick
                                            Fax: (214) 987-3351
                                            Email: caerick@hexter-fair.com

Section 11.5      Time of the Essence.


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

Section 11.6      Place of Performance.


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

Section 11.7      Currency.


                  All dollar amounts are expressed in United States currency.

Section 11.8      Section Headings.


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

Section 11.9      Obligations.


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

Section 11.10     Business Days.


                  In the event that any date or any period provided for in this
                  Agreement shall end on a Saturday, Sunday, or legal holiday in
                  the state defined in Section 11.6 hereof,

                                      -26-
<PAGE>
                  the applicable date or period shall be extended to the first
                  business day following such Saturday, Sunday, or legal
                  holiday.

Section 11.11     No Recordation.


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

Section 11.12     Multiple Counterparts.


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

Section 11.13     Severability.


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

Section 11.14     Taxpayer ID.


                  Purchaser's Taxpayer ID Number is 93-1218516.

Section 11.15     Section 1031 Exchange.


                  Purchaser may elect, upon notice to Seller given prior to the
                  Closing Date, to exchange the fee title in the Property for
                  other property of like kind and qualifying use within the
                  meaning of Section 1031 of the Internal Revenue Code of 1986,
                  as amended, and the Regulations promulgated thereunder (the
                  "1031 EXCHANGE TRANSACTION"). In order to facilitate the 1031
                  Exchange Transaction, Purchaser may retain the services of a
                  Qualified Intermediary within the meaning of Treas. Reg.
                  1.1031(k)-1(g)(4), which shall provide services to Purchaser
                  in connection

                                      -27-
<PAGE>
                  with Purchaser's 1031 Exchange Transaction. Purchaser
                  expressly reserves the right to assign its rights under this
                  Agreement to a Qualified Intermediary on or before the Closing
                  Date. However, this assignment in no way relieves Purchaser of
                  any obligations or duties under this Agreement. By executing
                  this Agreement, Seller agrees to cooperate with Purchaser and
                  the Qualified Intermediary, at no additional cost to Seller,
                  to effect the 1031 Exchange Transaction and to execute and
                  deliver any and all documents which reasonably may be required
                  to effect the 1031 Exchange Transaction.

Section 11.16     No Assumption of Seller's Liabilities.


                  Purchaser is acquiring only the Property from Seller and is
                  not the successor of Seller. Purchaser does not assume or
                  agree to pay, or indemnify Seller or any person or entity
                  against any liability, obligation or expense of Seller or
                  relating to the Property.

                                        SELLER:

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


DATE:     December 17, 2001             By:      /s/ David O. Corriveau
                                              --------------------------------
                                        Name:    David O. Corriveau
                                              --------------------------------
                                        Title:   President
                                              --------------------------------


                                      -28-
<PAGE>
                                         PURCHASER:

                                         LANDFAIR, LLC,
                                         a California limited liability company


DATE:               , 2001                By:     /s/ Wayne Kao
                                              --------------------------------
                                          Name:    Wayne Kao
                                              --------------------------------
                                          Title:   President
                                              --------------------------------


                                      -29-
<PAGE>
                            JOINDER BY CLOSING AGENT


         Hexter-Fair Title Company, referred to in this Agreement as the Closing
Agent hereby acknowledges that it received this Agreement executed by Seller and
Purchaser and the Earnest Money on the 17th day of December 2001 (the "EFFECTIVE
DATE"), and accepts the obligations of the of the Closing Agent as set forth
herein. The Closing Agent hereby agrees to hold and distribute the Earnest Money
in accordance with the terms and provisions of this Agreement.

                                     HEXTER-FAIR TITLE COMPANY


                                     By:      /s/ Polly L. Johnson
                                              --------------------------------
                                     Name:    Vice President - Polly L. Johnson
                                              --------------------------------
                                     Title:
                                              --------------------------------


                                      -30-
<PAGE>
                                    EXHIBIT A

                            LEGAL DESCRIPTION OF LAND


                                  [TO BE ADDED]


                                      -31-
<PAGE>
                                    EXHIBIT B

                              LIMITED WARRANTY DEED


STATE OF GEORGIA                                     PREPARED BY AND RETURN TO:
                                                          MARK WIESENTHAL, ESQ.
COUNTY OF COBB                                              IRELL & MANELLA LLP
                                            1800 AVENUE OF THE STARS, SUITE 900
                                                 LOS ANGELES, CALIFORNIA  90067


                              LIMITED WARRANTY DEED

         THIS DEED made this ________ day of ___________, 199__, between
___________________________________________, ("Grantor") of the State of
___________ and ____________________________________ ("Grantee") of the State of
____________, (the terms Grantor and Grantee to include their respective heirs,
successors and assigns, where the context hereof requires or permits).

         WITNESSETH THAT: Grantor, for and in consideration of the sum of ten
and no/100ths Dollars ($10.00) and other good and valuable consideration, in
hand paid at and before the sealing and delivery of these presents, the receipt,
adequacy and sufficiency of which being hereby acknowledged by Grantor, has
granted, bargained, sold and conveyed, and by these presents does hereby grant,
bargain, sell and convey unto Grantee, the following described real property, to
wit:

         ALL THAT TRACT OR PARCEL OF LAND LYING AND BEING IN LAND LOT _____ OF
         THE ______ DISTRICT, COBB COUNTY, GEORGIA, AND BEING MORE PARTICULARLY
         DESCRIBED ON THE ATTACHED EXHIBIT "A", WHICH BY REFERENCE IS
         INCORPORATED HEREIN IN ITS ENTIRETY.

         TO HAVE AND TO HOLD the above described tract or parcel of land,
together with all and singular the rights, members and appurtenances thereof, to
the same being, belonging, or in anywise appertaining, to the only proper use,
benefit and behoof of Grantee, forever, in FEE SIMPLE.

         AND, SUBJECT TO the title matters, if any, expressly set forth
hereinabove, Grantor will warrant and forever defend the right and title to the
above-described tract or parcel of land unto the Grantee against the claims of
any and all persons claiming by, through or under Grantor.


                                      -32-
<PAGE>
         IN WITNESS WHEREOF, Grantor has signed and sealed this Deed the day and
year first above written.

SIGNED, SEALED, AND DELIVERED
IN THE PRESENCE OF:
                                           BY:                           (SEAL)
                                               --------------------------
-------------------------
UNOFFICIAL WITNESS

-------------------------
NOTARY PUBLIC


MY COMMISSION EXPIRES:

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



                                      -33-
<PAGE>
                                   EXHIBIT "A"


                                LEGAL DESCRIPTION


                                      -34-
<PAGE>
                                   EXHIBIT "B"

                             PERMITTED ENCUMBRANCES


                                      -35-
<PAGE>
                                    EXHIBIT C


                           BILL OF SALE AND ASSIGNMENT


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


                             PRELIMINARY STATEMENTS


         The following statements are a material part of this Agreement:


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


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


                                   AGREEMENTS:


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


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


                                      -36-
<PAGE>
         2. Binding Effect. This Agreement shall be binding upon and inure to
the benefit of Assignor and Assignee and their respective successors and
assigns.


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

                                         Assignor:

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


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


                                      -37-
<PAGE>
                                   EXHIBIT "A"


                          LEGAL DESCRIPTION OF THE LAND


                                      -38-
<PAGE>
                                    EXHIBIT D

                       CERTIFICATION OF NON-FOREIGN STATUS


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


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


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


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


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


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


                                           SELLER:

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


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


                                      -39-
<PAGE>
STATE OF TEXAS              Section
                            Section
COUNTY OF DALLAS            Section

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


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


My Commission Expires:
_________________________________            __________________________________
                                             Printed Name of Notary Public



                                      -40-
<PAGE>
                                    EXHIBIT E

                            ASSIGNMENT OF WARRANTIES


         This Assignment of Warranties (this "ASSIGNMENT") is made as of
_______________, 2001, by D & B REALTY HOLDING, INC., a Missouri corporation
("GRANTOR"), and LANDFAIR, LLC, a California limited liability company
("GRANTEE").


                                   ASSIGNMENT


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


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


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


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


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


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


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



                                      -41-
<PAGE>
3. Indemnities. Grantor shall indemnify, defend, and hold Grantee harmless from
any and all liabilities, claims, demands, damages, and causes of actions that
may now or hereafter be made or asserted against Grantee arising out of or
related to the Property for acts or omissions of Grantor occurring prior to the
date of this Assignment.


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


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


         DATED EFFECTIVE as of the first date above written.

                                         GRANTOR:

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


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

                                         GRANTEE:

                                         LANDFAIR, LLC,
                                         a California limited liability company


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


                                      -42-
<PAGE>
                                    EXHIBIT F

                                      LEASE

                                [TO BE ATTACHED]


                                      -43-
<PAGE>
                                    EXHIBIT G

                                 PROMISSORY NOTE


$2,517,000.00                                                    Dallas, Texas


         FOR VALUE RECEIVED, the undersigned, LANDFAIR, LLC, a California
limited liability company (the "Borrower"), promises to pay to the order of D &
B REALTY HOLDING, INC., a Missouri corporation ("Lender"), at 2481 Manana Drive,
Dallas, Texas 75220, or at such other place as holder hereof may designate in
lawful money of the United States of America in immediately available funds the
principal sum of TWO MILLION FIVE HUNDRED SEVENTEEN THOUSAND and NO/100 DOLLARS
($2,517,000.00) or so much as advanced hereunder from time to time, together
with interest thereon from day to day outstanding from the date of advance at
the rate of seven percent (7.0%) per annum, payable as follows:


         Payments of principal and interest, in the amount of $19,514.27 each,
         shall be due and payable monthly, commencing on February 1, 2002, and
         continuing regularly on the first (1st) day of each calendar month
         thereafter until December 31, 2021 at which time all outstanding
         principal and accrued, unpaid interest shall be due and payable.


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


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


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

                                      -44-
<PAGE>
agree that any renewal, extension, or postponement of the time for payment or
any other indulgence or any substitution, exchange, or release of collateral or
the additional release of any person or entity primarily or secondarily liable,
may be affected without notice to and without releasing Borrower, any endorser
or any guarantor from any liability hereunder or under any related guaranty and
that the holder hereof shall not be required first to institute suit or exhaust
its remedies hereon against Borrower or others liable or to become liable hereon
or to enforce its rights against them or any security herefor.


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


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


         DAVE & BUSTER'S I, L.P., a Texas limited partnership ("DBLP") and a
wholly owned subsidiary of Lender, as tenant, and Borrower, as landlord, have
entered into that certain Lease Agreement of even date herewith (the "Lease")
covering certain real property and improvements located in Marietta, Georgia.
Notwithstanding anything to the contrary contained herein, in the

                                      -45-
<PAGE>
event that the tenant under the Lease shall default under the Lease, and such
default shall remain uncured for the period provided in the Lease so as to
become an Event of Default (as defined in the Lease), then this Note shall be
immediately deemed paid in full and canceled, and Borrower shall have no further
obligations, of any kind, to Lender or any other holder under this Note. Any
default by Borrower under this Note shall constitute a default by landlord under
the Lease.

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

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


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


THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.


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

                                          BORROWER:

                                          LANDFAIR, LLC,
                                          a California limited liability company


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


                                      -46-
<PAGE>
                                          Title:
                                              --------------------------------


                                      -47-