<Page>

                                                                   EXHIBIT 10.47

                               SECURITY AGREEMENT

     SECURITY AGREEMENT dated as of August 23, 2002 made by S&W OF LAS VEGAS,
L.L.C., a Delaware limited liability company (the "GRANTOR") to MORGAN STANLEY
DEAN WITTER COMMERCIAL FINANCIAL SERVICES, INC., a Delaware corporation (the
"LENDER").

     PRELIMINARY STATEMENTS.

     (1) The Grantor and the Lender have entered into a Term Loan Agreement
dated as of August 23, 2002 (said Term Loan Agreement, as it may hereafter be
amended, modified or restated from time to time, being the "CREDIT AGREEMENT").

     (2) Pursuant to the Credit Agreement, the Grantor is entering into this
Agreement in order to grant to the Lender a security interest in all of its
personal property and fixtures now owned or hereafter acquired.

     (3) It is a condition precedent to the making of the First Advance and the
Term Loan Balance Advance (collectively, the "ADVANCES") by the Lender under the
Credit Agreement that the Grantor shall have granted the assignment and security
interest contemplated by this Agreement.

     (4) Terms defined in the Credit Agreement and not otherwise defined in this
Agreement are used in this Agreement as defined in the Credit Agreement.
Further, unless otherwise defined in this Agreement or in the Credit Agreement,
terms defined in the Uniform Commercial Code in effect in the State of New York
("N.Y. UNIFORM COMMERCIAL CODE") on the date hereof are used in this Agreement
as such terms are defined in the N.Y. Uniform Commercial Code.

     NOW, THEREFORE, in consideration of the premises and in order to induce the
Lender to make the Advances under the Credit Agreement, the Grantor hereby
agrees as follows:

     Section 1. GRANT OF SECURITY. The Grantor hereby assigns and pledges to the
Lender, and hereby grants to the Lender a security interest in, the Grantor's
right, title and interest in and to the following, in each case, as to each type
of property described below, whether now existing or hereafter acquired by the
Grantor, wherever located, and whether now or hereafter existing or arising
(collectively, the "COLLATERAL"):

          (a) all equipment in all of its forms, all fixtures and all parts
thereof and all accessions thereto (any and all such equipment, fixtures, parts
and accessions being the "EQUIPMENT");

          (b) all inventory in all of its forms (including, without limitation,
all raw materials and work in process therefor, finished goods thereof and
materials used or consumed in the manufacture, production, preparation or
shipping thereof, and all accessions thereto and products thereof and documents
therefor (any and all such inventory, accessions, products and documents being
the "INVENTORY");

          (c) all accounts, chattel paper, instruments, deposit accounts,
general intangibles and other obligations of any kind, whether or not arising
out of or in connection with the sale or

<Page>

lease of goods or the rendering of services, and all rights now or hereafter
existing in and to all security agreements, leases and other contracts securing
or otherwise relating to any such accounts, chattel paper, instruments, deposit
accounts, general intangibles or obligations (any and all such accounts, chattel
paper, instruments, deposit accounts, general intangibles and obligations, to
the extent not referred to in clause (d), below, being the "RECEIVABLES", and
any and all such leases, security agreements and other contracts being the
"RELATED CONTRACTS"); and

          (d) all proceeds and products of any and all of the foregoing
Collateral (including, without limitation, proceeds that constitute property of
the types described in clauses (a)-(c) of this Section 1 and this clause (d)
and, to the extent not otherwise included, all (i) payments under insurance
(whether or not the Lender is the loss payee thereof), or any indemnity,
warranty or guaranty, payable by reason of loss or damage to or otherwise with
respect to any of the foregoing Collateral and (ii) cash.

     Section 2. SECURITY FOR OBLIGATIONS. This Agreement secures the prompt
payment and performance of all obligations of the Grantor to the Lender and its
Affiliates now or hereafter existing, whether absolute or contingent, disputed
or undisputed, direct or indirect and out of whatever transactions arising,
including, without limitation, obligations arising under or in respect of the
Credit Agreement, the Note and the other Loan Documents, existing and future
loans and advances, letters of credit, acceptances, all other extensions of
credit, security agreements, mortgages, overdrafts, and all contracts for
payment or performance, and all indebtedness, obligations and liabilities under
any guaranty or surety agreement, including without limitation, all principal,
interest, fees, indemnifications, costs, expenses or otherwise (all such
obligations being the "SECURED OBLIGATIONS").

     Section 3. GRANTOR REMAINS LIABLE. Anything herein to the contrary
notwithstanding, (a) the Grantor shall remain liable under the contracts and
agreements included in the Collateral to the extent set forth therein and
perform all of its duties and obligations thereunder to the same extent as if
this Agreement had not been executed, (b) the exercise by the Lender of any of
the rights hereunder shall not release the Grantor from any of its duties or
obligations under the contracts and agreements included in the Collateral and
(c) the Lender shall not have any obligation or liability under the contracts
and agreements included in the Collateral by reason of this Agreement, nor shall
the Lender be obligated to perform any of the obligations or duties of the
Grantor thereunder or to take any action to collect or enforce any claim for
payment assigned hereunder.

     Section 4. REPRESENTATIONS AND WARRANTIES. The Grantor represents and
warrants as follows: (a) All of the Equipment and Inventory of the Grantor are
located at the places specified therefor in Schedule I hereto. The chief
executive office of the Grantor and the office where the Grantor keeps its
records concerning the Receivables are located at the address specified therefor
in Schedule I hereto. The Grantor's state of organization and Federal tax
identification number are set forth in Schedule I hereto. None of the
Receivables is evidenced by a promissory note or other instrument; (b) The
Grantor is the legal and beneficial owner of the Collateral free and clear of
any Lien, except for the security interest created by this Agreement, the Deed
of Trust and the Assignment of Leases, or otherwise permitted under the Credit
Agreement. No effective financing statement or other instrument similar in
effect covering all or any part of the Collateral

                                        2
<Page>

is on file in any recording office, except such as may have been filed in favor
of the Lender relating to this Agreement, the Deed of Trust and the Assignment
of Leases, or as otherwise permitted under the Credit Agreement. The Grantor has
no trade names other than the trade names listed on Schedule I; (c) The Grantor
has exclusive possession and control of the Equipment and Inventory; (d) All
filings and other actions necessary or desirable to perfect and protect the
security interest in the Collateral of the Grantor created under this Agreement
have been duly made or taken and are in full force and effect, and this
Agreement creates in favor of the Lender a valid and, together with such filings
and other actions, perfected first priority security interest in the Collateral
of the Grantor, securing the payment of the Secured Obligations; and (e) No
consent of any other Person and no authorization, approval or other action by,
and no notice to or filing with, any governmental authority or regulatory body
or other third party is required either (i) for the grant by the Grantor of the
pledge, assignment and security interest granted hereby or for the execution,
delivery or performance of this Agreement by the Grantor, (ii) for the
perfection or maintenance of the pledge, assignment and security interest
created hereby (including the first priority nature of such pledge, assignment
or security interest), except for the filing of financing and continuation
statements under the Uniform Commercial Code, or (iii) for the exercise by the
Lender of the remedies in respect of the Collateral pursuant to this Agreement.

     Section 5. FURTHER ASSURANCES. The Grantor agrees that from time to time,
at the expense of the Grantor, it will promptly execute and deliver all further
instruments and documents, and take all further action, that may be necessary or
desirable, or that the Lender may request, in order to perfect and protect any
pledge, assignment or security interest granted or purported to be granted by
the Grantor hereunder or to enable the Lender to exercise and enforce its rights
and remedies hereunder with respect to any Collateral of the Grantor. The
Grantor hereby authorizes the Lender to file one or more financing or
continuation statements, and amendments thereto, relating to all or any part of
the Collateral of the Grantor without the signature of the Grantor where
permitted by law. A photocopy or other reproduction of this Agreement or any
financing statement covering the Collateral or any part thereof shall be
sufficient as a financing statement where permitted by law. The Grantor will
furnish to the Lender from time to time statements and schedules further
identifying and describing the Collateral of the Grantor and such other reports
in connection with such Collateral as the Lender may reasonably request, all in
reasonable detail.

     Section 6. AS TO EQUIPMENT AND INVENTORY. The Grantor shall keep the
Equipment and Inventory of the Grantor (other than Inventory sold in the
ordinary course of business) at the places therefor specified in Section 4(a)
or, upon 30 days' prior written notice to the Lender, at such other places in a
jurisdiction where all action required by Section 5 shall have been taken with
respect to such Equipment and Inventory. The Grantor shall cause the Equipment
of the Grantor to be maintained and preserved in the same condition, repair and
working order as when new, ordinary wear and tear excepted, and shall, in the
case of any loss or damage to any of such Equipment, as quickly as practicable
after the occurrence thereof, make or cause to be made, all repairs,
replacements and other improvements in connection therewith that are necessary
or desirable to such end. The Grantor shall pay promptly when due all property
and other taxes,

                                        3
<Page>

assessments and governmental charges or levies imposed upon, and all claims
(including claims for labor, materials and supplies) against, the Equipment and
Inventory of the Grantor.

     Section 7. INSURANCE. The Grantor shall, at its own expense, maintain
insurance with respect to the Equipment and Inventory of the Grantor in such
amounts, against such risks, in such form and with such insurers, as shall be
satisfactory to the Lender from time to time. Each policy of the Grantor for
liability insurance shall provide for all losses to be paid on behalf of the
Lender and the Grantor as their interests may appear, and each policy for
property damage insurance shall provide for all losses to be paid directly to
the Lender. Each such policy shall, in addition (a) name the Grantor and the
Lender as insured parties thereunder (without any representation or warranty by
or obligation upon the Lender) as their interests may appear, (b) contain the
agreement by the insurer, pursuant to a lender's loss payable endorsement, that
any loss thereunder shall be payable to the Lender notwithstanding any action,
inaction or breach of representation or warranty by the Grantor and (c) provide
that at least 30 days' prior written notice of cancellation or of lapse shall be
given to the Lender by the insurer. The Grantor shall, if so requested by the
Lender, deliver to the Lender original or duplicate policies of such insurance.
Reimbursement under any liability insurance maintained by the Grantor pursuant
to this Section 7 may be paid directly to the Person who shall have incurred
liability covered by such insurance. In case of any loss involving damage to
Equipment or Inventory, the Grantor shall make or cause to be made the necessary
repairs to or replacements of such Equipment or Inventory, and any proceeds of
insurance properly received by or released to the Grantor shall be used by the
Grantor, except as otherwise required hereunder or by the Deed of Trust, to pay
or as reimbursement for the costs of such repairs or replacements.
Notwithstanding the foregoing, provided that (i) the Grantor is not in default
hereunder or under the Credit Agreement, (ii) all or substantially all of the
Equipment and the Inventory is not damaged by fire or other casualty, (iii) the
proceeds of insurance are received at least six (6) months prior to the maturity
date under the Note and (iv) the Grantor notifies the Lender in writing within
ten (10) days of the date of such damage that the Grantor elects to replace the
damaged Equipment or Inventory with new equipment or inventory of the same or
better quality, then the Lender shall deliver to the Grantor the proceeds of
insurance on account of such damage.

     Section 8. PLACE OF PERFECTION; RECORDS; COLLECTION OF RECEIVABLES. (a) The
Grantor shall not change the jurisdiction under whose laws it is organized. The
Grantor shall keep its chief executive office and the office where it keeps its
records concerning the Collateral, and all originals of all chattel paper that
evidence the Receivables, at the location therefor specified in Section 4(a) or,
upon 30 days' prior written notice to the Lender, at such other locations in a
jurisdiction where all actions required by Section 5 shall have been taken with
respect to such Collateral. The Grantor will hold and preserve such records and
chattel paper and will permit representatives of the Lender at any time during
normal business hours to inspect and make abstracts from such records and
chattel paper.

          (b) Except as otherwise provided in this Section 8(b), the Grantor
shall continue to collect, at its own expense, all amounts due or to become due
the Grantor under the Receivables. In connection with such collections, the
Grantor may take (and, at the Lender's direction, shall take) such action as the
Grantor or the Lender may deem necessary or advisable

                                        4
<Page>

to enforce collection of such Receivables; PROVIDED, HOWEVER, that the Lender
shall have the right at any time, upon the occurrence and during the continuance
of a Default and upon written notice to the Grantor of its intention to do so,
to notify the obligors under any such Receivables of the assignment of such
Receivables to the Lender and to direct such obligors to make payment of all
amounts due or to become due to the Grantor thereunder directly to the Lender
and, upon such notification and at the expense of the Grantor, to enforce
collection of any such Receivables, and to adjust, settle or compromise the
amount or payment thereof, in the same manner and to the same extent as the
Grantor might have done. After receipt by the Grantor of the notice from the
Lender referred to in the PROVISO to the preceding sentence, (i) all amounts and
proceeds (including instruments) received by the Grantor in respect of the
Receivables shall be received in trust for the benefit of the Lender hereunder,
shall be segregated from other funds of the Grantor and shall be forthwith paid
over to the Lender in the same form as so received (with any necessary
indorsement), and (ii) the Grantor shall not adjust, settle or compromise the
amount or payment of any Receivable, release wholly or partly any obligor
thereof, or allow any credit or discount thereon.

     Section 9. TRANSFERS AND OTHER LIENS. The Grantor shall not (i) sell,
assign (by operation of law or otherwise) or otherwise dispose of, or grant any
option with respect to, any of the Collateral of the Grantor, except sales of
Inventory in the ordinary course of business, or (ii) create or suffer to exist
any Lien upon or with respect to any of the Collateral of the Grantor except for
the pledge, assignment and security interest created by this Agreement and Liens
permitted under the Credit Agreement.

     Section 10. LENDER APPOINTED ATTORNEY-IN-FACT. The Grantor hereby
irrevocably appoints the Lender the Grantor's attorney-in-fact, coupled with an
interest, with full authority in the place and stead of the Grantor and in the
name of the Grantor or otherwise, from time to time in the Lender's discretion,
to take any action and to execute any instrument that the Lender may deem
necessary or advisable to accomplish the purposes of this Agreement, including,
without limitation (a) to direct any party liable for any payment under any of
the Collateral to make payment of any and all monies due and to become due
thereunder directly to the Lender or as the Lender shall direct, (b) to obtain
and adjust insurance required to be paid to the Lender pursuant to Section 7,
(c) to enter into any premises where any of the Collateral is located and to
take possession and control of same, to take possession and control of all books
and records of the Grantor relating to the Collateral, and to ask for, demand,
collect, sue for, recover, compromise, receive and give acquittance and receipts
for moneys due and to become due under or in respect of any of the Collateral,
(d) to receive, indorse and collect any checks, drafts or other instruments,
documents and chattel paper, in connection with clause (a) or (b) above, (e) to
file any claims or take any action or institute any proceedings that the Lender
may deem necessary or desirable for the collection of any of the Collateral or
otherwise to enforce the rights of the Lender with respect to any of the
Collateral, (f) to do all acts and things which the Lender deems necessary to
protect, preserve or realize upon the Collateral and the Lender's security
interest therein, in order to effect the intent of this Agreement, all as fully
and effectively as the Grantor might do and (g) to promptly execute and deliver
all further instruments and documents, and take all further action as
contemplated by Section 5 hereof.

                                        5
<Page>

     Section 11. LENDER MAY PERFORM. If the Grantor fails to perform any
agreement contained herein, the Lender may itself perform, or cause performance
of, such agreement, and the expenses of the Lender incurred in connection
therewith shall be payable by the Grantor under Section 14(b). The powers
conferred on the Lender hereunder are solely to protect its interest in the
Collateral and shall not impose any duty upon it to exercise any such powers.

     Section 12. THE LENDER'S DUTIES. The powers conferred on the Lender
hereunder are solely to protect its interest in the Collateral and shall not
impose any duty upon it to exercise any such powers. Except for the safe custody
of any Collateral in its possession and the accounting for moneys actually
received by it hereunder, the Lender shall have no duty as to any Collateral,
whether or not the Lender has or is deemed to have knowledge of such matters, or
as to the taking of any necessary steps to preserve rights against any parties
or any other rights pertaining to any Collateral. The Lender shall be deemed to
have exercised reasonable care in the custody and preservation of any Collateral
in its possession if such Collateral is accorded treatment substantially equal
to that which the Lender accords its own property.

     Section 13. REMEDIES. If any Event of Default shall have occurred and be
continuing:

          (a) The Lender may exercise in respect of the Collateral, in addition
to the other rights and remedies provided for herein or otherwise available to
it, all the rights and remedies of a secured party upon default under the New
York Uniform Commercial Code (whether or not the New York Uniform Commercial
Code applies to the affected Collateral) and also may (i) require the Grantor
to, and the Grantor hereby agrees that it will at its expense and upon request
of the Lender forthwith, assemble all or part of the Collateral of the Grantor
as directed by the Lender and make it available to the Lender at a place to be
designated by the Lender, (ii) without notice except as specified below, sell
the Collateral or any part thereof in one or more parcels at public or private
sale, at any of the Lender's offices or elsewhere, for cash, on credit or for
future delivery, and upon such other terms as the Lender may deem commercially
reasonable, and (iii) exercise any and all rights and remedies of the Grantor
under or in connection with the Receivables and Related Contracts of the Grantor
or otherwise in respect of the Collateral of the Grantor, including, without
limitation, any and all rights of the Grantor to demand or otherwise require
payment of any amount under, or performance of any provision of, the Receivables
and the Related Contracts. The Grantor agrees that, to the extent notice of sale
shall be required by law, at least 10 days' notice to the Grantor of the time
and place of any public sale or the time after which any private sale is to be
made shall constitute commercially reasonable notification. The Lender shall not
be obligated to make any sale of Collateral regardless of notice of sale having
been given. The Lender may adjourn any public or private sale from time to time
by announcement at the time and place fixed therefor, and such sale may, without
further notice, be made at the time and place to which it was so adjourned.

          (b) All cash proceeds received by the Lender in respect of any sale
of, collection from, or other realization upon all or any part of the Collateral
may, in the discretion of the Lender, be held by the Lender as collateral for,
and/or then or at any time thereafter applied (after payment of any amounts
payable to the Lender pursuant to Section 14) in whole or in part by the Lender
against, all or any part of the Secured Obligations in such order as the Lender
shall elect. Any surplus of such cash or cash proceeds held by the Lender and
remaining after

                                        6
<Page>

payment in full of all the Secured Obligations shall be paid over to the Grantor
or to whomsoever may be lawfully entitled to receive such surplus.

          (c) The Lender may exercise any and all rights and remedies of the
Grantor under or in respect of the Collateral.

          (d) All payments received by the Grantor under or in respect of the
Collateral shall be received in trust for the benefit of the Lender, shall be
segregated from other funds of the Grantor and shall be forthwith paid over to
the Lender in the same form as so received (with any necessary indorsement).

     Section 14. INDEMNITY AND EXPENSES. (a) The Grantor agrees to indemnify the
Lender from and against any and all claims, losses and liabilities growing out
of or resulting from this Agreement (including, without limitation, enforcement
of this Agreement), except claims, losses or liabilities resulting from the
Lender's gross negligence or willful misconduct as determined by a final
judgment of a court of competent jurisdiction.

          (b) The Grantor hereby agrees not to assert any claim against the
Lender on any theory of liability, for special, indirect, consequential or
punitive damages arising out of or otherwise relating to this Agreement or the
other Loan Documents.

          (c) The Grantor will, upon demand, pay to the Lender the amount of any
and all reasonable expenses, including the reasonable fees and expenses of its
counsel and of any experts and agents, that the Lender may incur in connection
with (i) the administration of this Agreement, (ii) the custody, preservation,
use or operation of, or the sale of, collection from or other realization upon,
any of the Collateral of the Grantor, (iii) the exercise or enforcement of any
of the rights of the Lender hereunder, or (iv) the failure by the Grantor to
perform or observe any of the provisions hereof.

     Section 15. CONFLICTS. In the event any section or provision hereunder is
or shall come into conflict with any section or provision of the Deed of Trust,
the provision which most expands the scope of the Collateral, the RP Collateral
(as defined in the Deed of Trust) and/or the UCC Collateral (as defined in the
Deed of Trust), as the case may be, or better enhances the security of the
Lender from or through the Collateral, RP Collateral and/or UCC Collateral, as
the case may be, shall control.

     Section 16. AMENDMENTS; WAIVERS. No amendment or waiver of any provision of
this Agreement, and no consent to any departure by the Grantor herefrom, shall
in any event be effective unless the same shall be in writing and signed by the
Lender, and then such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given. No failure on the part of
the Lender to exercise, and no delay in exercising any right hereunder, shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right preclude any other or further exercise thereof or the exercise of any
other right.

     Section 17. ADDRESSES FOR NOTICES. All notices and other communications
provided for hereunder shall be in writing (including telecopier communication
and any other method of communication authorized by the Lender) and mailed,
telecopied or otherwise sent or delivered to the Lender, addressed to it at its
address specified in the Credit Agreement, and to the Grantor,

                                        7
<Page>

addressed to it at its address set forth under the Grantor's name on the
signature page hereof), or at such other address as shall be designated by such
party in a written notice to each other party complying as to delivery with the
terms of this Section. All such notices and other communications shall, when
mailed, telecopied, or otherwise sent or delivered, be effective when deposited
in the mails, telecopied or otherwise sent or delivered, respectively, addressed
as aforesaid.

     Section 18. CONTINUING SECURITY INTEREST; ASSIGNMENTS UNDER THE CREDIT
AGREEMENT. This Agreement shall create a continuing security interest in the
Collateral and shall (a) remain in full force and effect until the payment in
full in cash of the Secured Obligations, (b) be binding upon the Grantor, its
successors and assigns, and (c) inure, together with the rights and remedies of
the Lender hereunder, to the benefit of the Lender and its respective
successors, transferees and assigns. Without limiting the generality of the
foregoing clause (c), the Lender may assign or otherwise transfer all or any
portion of its rights and obligations under the Credit Agreement to any other
Person and such other Person shall thereupon become vested with all the benefits
in respect thereof granted to the Lender herein or otherwise.

     Section 19. TERMINATION. Upon the payment in full in cash of the Secured
Obligations, the pledge, assignment and security interest granted hereby shall
terminate and all rights to the Collateral shall revert to the Grantor. Upon any
such termination, the Lender will, at the Grantor's expense, execute and deliver
to the Grantor such documents as the Grantor shall reasonably request to
evidence such termination.

     Section 20. SECURITY INTEREST ABSOLUTE. The obligations of the Grantor
under this Agreement are independent of the Secured Obligations or any other
obligations of the Grantor under or in respect of the Loan Documents, and a
separate action or actions may be brought and prosecuted against the Grantor to
enforce this Agreement, irrespective of whether any action is brought against
the Grantor or whether the Grantor is joined in any such action or actions. All
rights of the Lender and the pledge, assignment and security interest hereunder,
and all obligations of the Grantor hereunder, shall be irrevocable, absolute and
unconditional irrespective of, and the Grantor hereby irrevocably waives (to the
maximum extent permitted by applicable law) any defenses it may now have or may
hereafter acquire in any way relating to, any or all of the following: (a) any
lack of validity or enforceability of any Loan Document or any other agreement
or instrument relating thereto; (b) any change in the time, manner or place of
payment of, or in any other term of, all or any of the Secured Obligations or
any other obligations of the Grantor under or in respect of the Loan Documents
or any other amendment or waiver of or any consent to any departure from any
Loan Document, including, without limitation, any increase in the Secured
Obligations resulting from the extension of additional credit to the Borrower or
otherwise; (c) any taking, exchange, release or non-perfection of any Collateral
or any other collateral, or any taking, release or amendment or waiver of or
consent to departure from any guaranty, for all or any of the Secured
Obligations; (d) any manner of application of any Collateral or any other
collateral, or proceeds thereof, to all or any of the Secured Obligations, or
any manner of sale or other disposition of any Collateral or any other
collateral for all or any of the Secured Obligations or any other obligations of
the Grantor under or in respect of the Loan Documents or any other assets of the
Grantor; (e) any change,

                                        8
<Page>

restructuring or termination of the organizational structure or existence of the
Grantor; (f) any failure of the Lender to disclose to the Grantor any
information relating to the business, condition (financial or otherwise),
operations, performance, assets, nature of assets, liabilities or prospects of
the Grantor (the Grantor waiving any duty on the part of the Lender to disclose
such information); (g) the failure of any other Person to execute this Agreement
or any other Loan Document, guaranty or agreement or the release or reduction of
liability of the Grantor or other grantor or surety with respect to the Secured
Obligations; or (h) any other circumstance (including, without limitation, any
statute of limitations) or any existence of or reliance on any representation by
the Lender that might otherwise constitute a defense available to, or a
discharge of, the Grantor or a third party grantor of a security interest.

     This Agreement shall continue to be effective or be reinstated, as the case
may be, if at any time any payment of any of the Secured Obligations is
rescinded or must otherwise be returned by the Lender or by any other Person
upon the insolvency, bankruptcy or reorganization the Grantor or otherwise, all
as though such payment had not been made.

     Section 21. EXECUTION IN COUNTERPARTS. This Agreement may be executed in
any number of counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of an original executed
counterpart of this Agreement.

     Section 22. GOVERNING LAW; JURISDICTION; WAIVER OF JURY TRIAL, ETC.

          (a) This Agreement shall be governed by, and construed in accordance
with the laws of the State of New York, except to the extent that the
perfection, the effect of perfection or nonperfection, and the priority of the
security interest or remedies hereunder in respect of any particular Collateral
are governed by the laws of a jurisdiction other than the State of New York.

          (b) The Grantor hereby irrevocably and unconditionally submits, for
itself and its property, to the nonexclusive jurisdiction of any New York State
court or federal court of the United States of America sitting in New York City,
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement or any other Loan Document, or for
recognition or enforcement of any judgment, and the Grantor hereby irrevocably
and unconditionally agrees that all claims in respect of any such action or
proceeding may be heard and determined in any such New York State court or, to
the extent permitted by law, in such federal court. The Grantor consents to the
service of process of any and all process which may be served in any suit,
action or proceeding by the mailing of copies of such process to the Grantor at
its address specified in Section 17 hereof. The Grantor agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law. Nothing in this Agreement or any other Loan Document shall
affect any right that any party may otherwise have to bring any action or
proceeding relating to this Agreement or any other Loan Document in the courts
of any other jurisdiction.

          (c) The Grantor irrevocably and unconditionally waives, to the fullest
extent it may legally and effectively do so, any objection that it may now or
hereafter have to the laying

                                        9
<Page>

of venue of any suit, action or proceeding arising out of or relating to this
Agreement or any other Loan Document to which it is or is to be a party in any
New York State or federal court. The Grantor hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such suit, action or proceeding in any such court.

          (d) THE GRANTOR (BY ITS ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER
BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS
AGREEMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT, THE ADVANCES OR THE
ACTIONS OF THE LENDER OR ANY OF ITS AFFILIATES IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF OR THEREOF.

     Section 23. SEVERABILITY OF PROVISIONS. Any provision of this Agreement
which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this Agreement
or affecting the validity or enforceability of such provision in any other
jurisdiction.

     Section 24. HEADINGS. Article, section and paragraph headings in this
Agreement are included herein for convenience of reference only and shall not
constitute a part hereof for any other purpose.

                  [Remainder of page left intentionally blank]

                                       10
<Page>

     IN WITNESS WHEREOF, the Grantor has caused this Agreement to be duly
executed and delivered by its officer thereunto duly authorized as of the date
first above written.

                                    S&W OF LAS VEGAS, L.L.C.


                                    By: /s/ Alan M. Mandel
                                        -----------------------------------
                                           Name: Alan M. Mandel
                                           Title: Chief Financial Officer

                                    Address for Notices:
                                    c/o The Smith & Wollensky
                                    Restaurant Group, Inc.
                                    114 First Avenue
                                    New York, New York 10021
                                    Fax No.: 212 - 758-6028

                                       11
<Page>

STATE OF NEW YORK  )
                   ss.:
COUNTY OF NEW YORK )

          On the 19th day of August in the year 2002 before me, the undersigned,
a Notary Public in and for said State, personally appeared Alan M. Mandel,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capacity, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.

                                    /s/ Linda Marshall
                                    -----------------------------------
                                        Notary Public

                                                   [SEAL]

                                       12
<Page>

                                   Schedule I

Locations of Equipment: 3767 Las Vegas Boulevard South, Las Vegas, Clark County,
Nevada


Locations of Inventory: 3767 Las Vegas Boulevard South, Las Vegas, Clark County,
Nevada


Trade Names: Smith & Wollensky


State of Organization: Delaware


Chief Executive Office: 1114 First Avenue, New York, New York


Federal Tax Identification Number: 58-2350986