Exhibit 99.5

                           D&B ACQUISITION SUB, INC.
                              D& B HOLDINGS I, INC.
                         c/o Gibson, Dunn & Crutcher LLP
                                 200 Park Avenue
                            New York, New York 10166

                                  July 11, 2002

Mr. Peter Schliemann
President & Equity Portfolio Manager
Rutabaga Capital Management
64 Broad Street
3rd Floor
Boston, MA  02109

     Re: Dave & Buster's, Inc.

     This letter sets forth our agreement  that, for the purpose of inducing D&B
Holdings I, Inc., a Delaware  corporation  ("Parent") and D&B  Acquisition  Sub,
Inc.,   a  Missouri   corporation   and   wholly-owned   subsidiary   of  Parent
("Purchaser"),  to enter into an amendment to the  Agreement  and Plan of Merger
(as amended,  the "Merger Agreement") by and among Parent,  Purchaser and Dave &
Buster's,  Inc. (the "Company")  pursuant to which Purchaser will agree to merge
with and into the Company, and holders of shares of Common Stock, par value $.01
per share,  of the Company (the "Common  Stock"),  will receive  $13.50 cash per
share of Common Stock, you:

     (a) hereby agree with the  Purchaser and Parent that, at any meeting of the
Company's  stockholders  called for the purpose of acting  upon  approval of the
transaction contemplated by the Merger Agreement (the "Transaction"), and at any
adjournment or postponement  thereof,  or in connection with any written consent
of the  Company's  stockholders  in lieu of such a  meeting,  you will  vote all
shares of capital stock of the Company  owned or controlled by you,  whether now
owned or controlled or hereafter acquired or controlled (the "Shares"), in favor
of approval of the Transaction;

     (b) hereby appoint Steven G. Puccinelli and Simon Moore,  and each of them,
as the proxy of the undersigned,  each with full power of substitution,  to vote
all of the Shares on behalf of the undersigned at any meeting of stockholders of
the Company  called for the purpose of acting upon the  Transaction,  and at any
adjournment or postponement thereof, with the same force and effect as such vote
would have if the undersigned were personally present at such meeting,  in favor
of approval of the Transaction;  this proxy, being coupled with an interest,  is
irrevocable; and

     (c) agree that in  connection  with any transfer of any of the Shares,  you
will obtain from the  transferee  and deliver to  Purchaser  and Parent a letter
substantially  in the form hereof;  and acknowledge  that the Company has agreed
not to permit any such  transfer  unless you have  complied  with the  foregoing
requirements.

     This  agreement  shall  terminate and the proxy granted hereby shall expire
upon the earlier of (a)  termination  of the Merger  Agreement by the Company in
accordance with its terms in order to accept a Superior  Proposal (as defined in
the Merger  Agreement),  (b) any other  termination  of the Merger  Agreement in
accordance with its terms or (c) the  consummation of the Closing (as defined in
the Merger Agreement).

     Notwithstanding  any language in this  document,  we have the right to sell
any,  or all,  of our stock of Dave &  Buster's,  Inc. in the open market at any
time.

     Please  indicate  your consent and  agreement  to the  foregoing by signing
where indicated below.


                                        D&B ACQUISITION SUB, INC.
                                        D&B HOLDINGS I, INC.


                                        By: /s/ Simon Moore
                                            -----------------------------
                                            Simon Moore, President


     Agreed to and accepted this 12th day of July, 2002.



     By: /s/ Peter Schliemann
         ------------------------------------------------
         Name/Title: Peter Schliemann
                     President & Equity Portfolio Manager