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                                                                     EXHIBIT 4.1

                             CEC Entertainment, Inc.
                      1997 Non-Statutory Stock Option Plan


         CEC ENTERTAINMENT, INC., a corporation organized and existing under the
laws of the state of Kansas (the "Company"), hereby formulates and adopts, with
respect to the shares of common stock of the Company ("Common Stock"), a
non-statutory stock option plan for certain individuals who are key employees of
the Company or its subsidiaries, as follows:

         1. Purpose of Plan. The purpose of this 1997 Non-Statutory Option Plan
(the "Plan") is to encourage certain individuals who are key employees to
participate in the ownership of the Company, and to provide additional incentive
for such individuals to promote the success of its business through sharing in
the future growth of such business.

         2. Effective Date of the Plan. The provisions of this Plan became
effective on August 1, 1997.

         3. Administration. This Plan shall be administered by the Stock Option
Committee of the Board of Directors of the Company (the "Committee"), which
shall be comprised of two (2) or more directors, each of whom shall be
"Non-Employee Directors," as defined in Rule 16b-3(c), promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and who are
also "Outside Directors," as defined in Section 162(m) of the Internal Revenue
Code of 1986, as amended from time to time (the "Code"), and any Treasury
Regulations that may be promulgated thereunder. The Committee shall have full
power and authority to construe, interpret and administer this Plan, and may
from time to time adopt such rules and regulations for carrying out this Plan as
it may deem proper and in the best interests of the Company. Subject to the
terms, provisions and conditions of this Plan, the Committee shall have the
authority to select the individuals to whom options shall be granted, to
determine the number of shares subject to each option, to determine the time or
times when options will be granted, to determine the option price of the shares
subject to each option, to determine the time when each option may be exercised,
to fix such other provisions of each option agreement as the Committee may deem
necessary or desirable, consistent with the terms of this Plan, and to determine
all other questions relating to the administration of this Plan. The
interpretation and construction of this Plan by the Committee shall be final,
conclusive and binding upon all persons.

         4. Eligibility. Options to purchase shares of Common Stock shall be
granted under this Plan only to those individuals selected by the Committee from
time to time who, in the sole discretion of the Committee, are key employees of
the Company or its subsidiaries at the time of the grant and who have made
material contributions in the past, or who are expected to make material
contributions in the future, to the successful performance of the Company or its
subsidiaries.

         5. Shares Subject to the Plan. Options granted under this Plan shall be
granted solely with respect to shares of Common Stock. Subject to any
adjustments made pursuant to the provisions of Section 12, the aggregate number
of shares of Common Stock which may be issued upon exercise of all the options
which may be granted under this Plan shall not exceed 5,787,500. If any option
granted under this Plan shall expire or terminate for any reason without having
been exercised in full, the unpurchased shares subject to such options shall be
added to the number of shares otherwise available for options which may be
granted in accordance with the terms of this Plan. The shares to be delivered
upon exercise of the options granted under this Plan shall be made available, at
the discretion of the Committee, from either the authorized but unissued shares
of Common Stock or any treasury shares of Common Stock held by the Company.

         6. Option Certificate or Contract. Each option granted under this Plan
shall be evidenced by either a certificate or a non-statutory stock option
contract which shall be signed by an officer of the Company, and by the
individual to whom the option is granted (the "Optionee") in the event a
contract has been issued. The terms of said contract shall be in accordance with
the provisions of this Plan, but it may include such other provisions as may be
approved by the Committee. The grant of an option under this Plan shall be
deemed to occur on the date on which the certificate or contract evidencing such
option is executed by the Company, and every Optionee shall be bound by the
terms and restrictions of this Plan and such certificate or contract.

         7. Option Price. The price at which shares of Common Stock may be
purchased under an option granted pursuant to this Plan shall be determined by
the Committee, but in no event shall the price be less than 100




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percent (100%) of the fair market value of such shares on the date that the
option is granted. The fair market value of shares of Common Stock for purposes
of this Plan shall be determined by the Committee, in it sole discretion.

         8. Period and Exercise of Option.

                  (a) Period -- Subject to the provisions of Section 9 and 10
hereof with respect to the death or termination of employment of an Optionee,
the period during which each option granted under this Plan may be exercised
shall be fixed by the Committee at the time such option is granted, provided
that such period shall expire no later than seven (7) years from the date on
which the option is granted (the "Grant Date").

                  (b) Employment -- The option may not be exercised to any
extent until the Optionee has been continuously, for a period of at least one
(1) year after the Grant Date, employed by the Company or a subsidiary of the
Company.

                  (c) Exercise -- Any option granted under this Plan may be
exercised by the Optionee only by delivering to the Company, or its agent,
written or verbal notice, as may be specified by the Company from time to time,
of the number of shares with respect to which he or she is exercising his or her
option right, paying in full the option price of the purchased shares, and
furnishing to the Company, or its agent, a representation in writing signed by
the Optionee that he or she is familiar with the business and financial
condition of the Company, is purchasing the shares of stock in good faith for
himself or herself for investment purposes and not with a view towards the sale
or distribution thereof, and will not effect any sale in violation of any laws
or regulations of the United States or any state. Subject to the limitations of
this Plan and the terms and conditions of the respective stock option
certificate or contract, each option granted under this Plan shall be
exercisable in whole or in part at such time or times as the Committee may
specify in such stock option certificate or contract.

                  (d) Payment for Shares -- Payment for shares of Common Stock
purchased pursuant to an option granted under this Plan may be made in either
cash or in shares of Common Stock.

                  (e) Delivery of Certificates -- As soon as practicable after
receipt by the Company of the notice and representation described in Subsection
(c), and of payment in full of the option price for all of the shares being
purchased pursuant to an option granted under this Plan, a certificate or
certificates, or book entry with the Company's transfer agent, representing such
shares of stock shall be registered in the name of the Optionee and any such
certificate(s) shall be delivered to the Optionee. However, no certificate or
book entry for fractional shares of stock shall be issued or recorded by the
Company notwithstanding any request therefor. Neither any Optionee, nor the
legal representative, legatee or distributee of any Optionee, shall be deemed to
be a holder of any shares of stock subject to an option granted under this Plan
unless and until the certificate or certificates, or book entry with the
Company's transfer agent, for such shares have been issued or recorded,
respectively. All stock certificates issued upon the exercise of any options
granted pursuant to this Plan may bear such legend as the Committee shall deem
appropriate regarding restrictions upon the transfer or sale of the shares
evidenced thereby.

                  (f) Withholding -- The Company shall have the right to deduct
any sums that the Committee reasonably determines that Federal, state or local
tax law requires to be withheld with respect to the exercise of any option or as
otherwise may be required by those laws. The Company may require as a condition
to issuing shares of Common Stock upon exercise of the option that the Optionee
or other person exercising the option pay any sums that Federal, state or local
tax law required to be withheld with respect to the exercise. The Company shall
not be obligated to advise any Optionee of the existence of the tax or the
amount which the Company will be so required to withhold. Upon exercise of an
option, if tax withholding is required, an Optionee may, with the consent of the
Committee, have shares of Common Stock withheld ("Share Withholding") by the
Company from the shares otherwise to be received; provided, however, that if the
Optionee is subject to the provisions of Section 16 under the Exchange Act, no
Share Withholding shall be permitted unless such transaction complies with the
requirements of Rule 16b-3(e) promulgated under the Exchange Act. The number of
shares so withheld should have an aggregate fair market value (as determined in
accordance with the terms of this Plan) on the date of exercise sufficient to
satisfy the applicable withholding taxes.

         9. Termination of Employment. If an Optionee shall cease to be an
employee of the Company or subsidiary of the Company for any reason other than
death after he or she shall have served in such capacity continuously for at
lease one (1) year from the Grant Date, he or she may, but only within thirty
(30) days next succeeding such cessation, exercise his or her option to the
extent that he or she was entitled to exercise it at the date of such cessation.
Nothing in this Plan or any stock option certificate or contract shall be
construed as an obligation on the part of the Company or of any of its
subsidiary corporations to continue the Optionee as an employee.



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         10. Death of Optionee. In the event of the death of an Optionee while
serving as an employee of the Company or its subsidiary, any option or
unexercised portion thereof granted to him under this Plan which is otherwise
exercisable may be exercised by the person or persons to whom such Optionee's
rights under the option pass by operation of the Optionee's will or the laws of
descent and distribution, at any time within a period of six (6) months
following the death of the Optionee (even though such period is later than the
expiration date of the option as specified in Section 8(a) and in the respective
stock option certificate or contract). Such option shall be exercisable even
though the Optionee's death occurs before he or she has continuously served as
an employee of the Company or its subsidiary for a period of one (1) year after
the date of grant.

         11. Transferability of Options. An option certificate or contract may
permit an Optionee to transfer his or her options to members of his or her
Immediate Family, to one or more trusts for the benefit of such Immediate Family
members, or to one or more partnerships where such Immediate Family members are
the only partners if (i) the certificate or contract setting forth such options
expressly provides that the options may be transferred, (ii) the Optionee
obtains the prior written consent of the Committee for such transfer, and (iii)
the Optionee does not receive any consideration in any form whatsoever for said
transfer. Any options so transferred shall continue to be subject to the same
terms and conditions in the hands of the transferee as were applicable to said
option immediately prior to the transfer thereof. Any option not (i) granted
pursuant to any certificate or contract expressly allowing the transfer of said
option or (ii) amended expressly to permit its transfer shall not be
transferable by the Optionee otherwise than by will or by the laws of descent
and distribution and such option shall be exercisable during the Optionee's
lifetime only by the Optionee. "Immediate Family" means the children,
grandchildren or spouse of the Optionee.

         12. Adjustments upon Changes in Capitalization. In the event of any
change in the capital structure of the Company, including but not limited to a
change resulting from a stock dividend, stock split, reorganization, merger,
consolidation, liquidation or any combination or exchange of shares, and the
Company continues thereafter as the surviving entity, then the number of shares
of Common Stock subject to this Plan and the number of such shares subject to
each option granted hereunder shall be correspondingly adjusted by the
Committee. The option price for which shares of Common Stock may be purchased
pursuant to an option granted under this Plan shall be adjusted so that there
will be no change in the aggregate purchase price payable upon the exercise of
any option.

         13. Amendment and Termination of Plan. No option shall be granted
pursuant to this Plan after July 31, 2007, on which date this Plan shall expire
except as to options then outstanding under this Plan, which options shall
remain in effect until they have been exercised or have expired. The Committee
may at any time before such date, amend, modify or terminate this Plan;
provided, however, that any amendment to the Plan must be approved by the
stockholders of the Company if the amendment would (a) materially increase the
aggregate number of shares of Stock which may be issued pursuant to options
granted under the Plan, (b) materially modify the requirements as to eligibility
for participation in the Plan, or (c) materially increase the benefits accruing
to holders of options under the Plan. No amendment, modification or termination
of this Plan may adversely affect the rights of any Optionee under any then
outstanding option granted hereunder without the consent of such Optionee.

         14. Grant of New Option and Repricing. An option may be granted under
this Plan which may be conditioned upon the termination of a non-statutory stock
option certificate or contract previously granted to the Optionee which has not
yet been terminated or been exercised; provided, however, (a) the price for
which shares of Common Stock may be purchased under the new option may not be
less than the price of shares of Common Stock that were subject to purchase
under the terminated option unless the shareholders of the Company approve the
issuance at a lower price, and (b) the Committee may not, without prior
shareholder approval, re-price underwater stock options by either lowering the
exercise price of outstanding options or canceling outstanding options and
granting new replacement options with a lower exercise price.

         15. Change of Control. If while unexercised options remain outstanding
under this Plan, a Change of Control (as hereinafter defined) shall have
occurred, then all such options shall be exercisable in full, notwithstanding
Section 8(b) hereof or any other provision in this Plan or option certificate or
contract to the contrary. For purposes of this Plan, a "Change of Control" shall
be deemed to have occurred with respect to the Company: (A) on the date in which
the Company executes an agreement or an agreement in principle (i) with respect
to any merger, consolidation or other business combination by the Company with
or into another entity and the Company is not the surviving entity, or (ii) to
sell or otherwise dispose of all or substantially all of its assets, or (iii) to
adopt a plan of liquidation; or (B) on the date in which public announcement is
made that the "beneficial ownership" (as defined in Rule 13d-3 under the
Exchange Act) of securities representing more than 50% of the combined voting
power of the Company is being acquired by a "person" within the meaning of
sections 13(d) and




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14(d) of the Exchange Act; or (C) if, during any period of eighteen (18)
consecutive months, individuals who at the beginning of such period were members
of the Board of Directors cease for any reason to constitute at least a majority
thereof (unless the appointment or election, or the nomination for election by
the Company's shareholders, of each new director was approved by a vote of at
least a majority of the directors then still in office who were directors at the
beginning of such period); provided, however, that in no event shall a change in
the composition of the Company's Board of Directors pursuant to an election of
Board members pursuant to Section 4.6 of the Company's Articles of
Incorporation, as amended, constitute or result in a Change of Control for
purposes of this Section 15.

         The Committee shall have the right, at the time of grant or
subsequently, in its sole discretion, to establish conditions under which a
specific employee may cease to be a full-time employee of the Company or any of
its subsidiaries but not be deemed to have terminated his or her employment with
the Company or any of its subsidiaries for purposes of this Plan, including but
not limited to conditions involving part-time employment or consulting services.
Unless otherwise specifically provided for in an employee's stock option
certificate or contract or in an amendment or supplement thereto, an employee's
employment with the Company or any of its subsidiaries shall be deemed to
terminate when he or she ceases to be a full-time employee of the Company or any
of its subsidiaries.

         In the event of a merger, consolidation, reorganization or
recapitalization of the Company, the Committee shall have the right to
accelerate the vesting schedule with respect to all or any portion of the shares
of Common Stock granted to any or all of the employees under this Plan, if and
to the extent it deems appropriate in its sole discretion.

         16. Restrictions Applicable to Executive Officers. The provisions of
this Section 16 shall apply only to those executive officers whose compensation
is required to be reported in the Company's proxy statement pursuant to Item
402(a)(3)(i) (or any successor thereto) and of Regulation S-K (or any successor
thereto) under the general rules and regulations under the Exchange Act
("Executive Officers"). In the event of any inconsistencies between this Section
16 and the other provisions of this Plan, as they pertain Executive Officers,
the provisions of this Section shall control.

         No amendment of this Plan with respect to any Executive Officer may be
made which would (i) increase the maximum amount that can be paid to any one
Executive Officer pursuant to this Plan or (ii) modify the requirements as to
the Executive Officer's eligibility for participation in this Plan, unless the
Company's shareholders have first approved such amendment in a manner which
would permit the deduction under Section 162(m) (or any successor thereto) of
the Code of such payment in the fiscal year it is paid. The Committee shall
amend this Section 16 and such other provisions as it deems appropriate, to
cause amounts payable to certain Executive Officers to satisfy the requirements
of Section 162(m) (or any successor thereto) and the Treasury Regulations that
may be promulgated thereunder.

         The maximum number of shares of Common Stock with respect to which
options may be granted hereunder to any Executive Officer during any calendar
year may not exceed two hundred and fifty thousand (250,000) shares, subject to
any adjustments made pursuant to the provisions of Section 12.