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                                                                   EXHIBIT 10.44

                                 PROMISSORY NOTE

$4,000,000.00                                                 New York, New York
                                                                 August 23, 2002

     FOR VALUE RECEIVED, S&W OF LAS VEGAS, L.L.C., a Delaware limited liability
company, having an office at c/o The Smith & Wollensky Restaurant Group, Inc.,
1114 First Avenue, New York, New York 10021 (the "MAKER"), promises to pay to
MORGAN STANLEY DEAN WITTER COMMERCIAL FINANCIAL SERVICES, INC., a Delaware
corporation having an office at 825 Third Avenue, New York, New York 10022 (the
"PAYEE"), or order, at said office, or at such place as may be designated from
time to time in writing by the Payee, the principal sum of Four Million and
No/100 Dollars ($4,000,000.00) in lawful money of the United States of America
in Federal funds or other immediately available New York City funds, with
interest thereon from and including the date of this Note to, but not including,
the date this Note is paid in full calculated in the manner hereinafter set
forth, as follows:

          (i)     interest on the Principal Balance calculated in the manner
     hereinafter set forth shall be due and payable on September 30, 2002, on
     the last day of each calendar month thereafter to and including the
     Maturity Date;

          (ii)    equal monthly installments of principal in the amount of
     $33,333.33 each commencing June 30, 2003 and on the last day of each
     calendar month thereafter through and including the Maturity Date; and

          (iii)   the entire Principal Balance, together with all interest
     accrued and unpaid thereon calculated in the manner hereinafter set forth
     and all other sums due under this Note, shall be due and payable on the
     Maturity Date.

     1.   The following terms as used in this Note shall have the following
meanings:

          (i)     The term "BUSINESS DAY" shall mean any day on which the Payee
     is open for business in New York City.

          (ii)    The term "DEBT" shall mean all principal, interest, additional
     interest and other sums of any nature whatsoever which may or shall become
     due to the Payee in accordance with the provisions of this Note, the Deed
     of Trust or Other Security Documents.

          (iii)   The term "DEED OF TRUST" shall mean a certain Leasehold Deed
     of Trust, dated the date hereof in the principal sum of $4,000,000.00 given
     by the Maker to the trustee thereunder for the benefit of the Payee
     covering the leasehold estate of the Maker in certain premises located in
     Clark County, Nevada, as more particularly described

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     therein, and intended to be duly recorded in said County, as the same may
     be amended or restated from time to time.

          (iv)    The term "FIXED RATE" shall mean a fixed rate of interest as
     so implemented pursuant to Paragraph 2(b) of this Note. The Fixed Rate
     shall be calculated for the actual number of days elapsed on the basis of a
     365-366 day year and as otherwise set forth in the Loan Agreement.

          (v)     The term "FLOATING RATE" shall mean a rate per annum equal to
     2.75% PLUS the LIBO Rate in effect from day to day. Any change in the
     Floating Rate as a result of a change in the LIBO Rate shall be effective
     on the effective date of any such change in the LIBO Rate. The Floating
     Rate shall be calculated for the actual number of days elapsed on the basis
     of a 365-366 day year and as otherwise set forth in the Loan Agreement.
     Each determination of the Floating Rate shall be made by the Payee and
     shall be conclusive and binding upon the Maker absent manifest error.

          (vi)    The term "LIBO RATE" shall mean for any day, an interest rate
     per annum equal to the interest rate set forth in The Wall Street Journal
     (New York City edition) as the one-month London Interbank Offered Rate
     (LIBOR) (or an equivalent rate) for such day (or, if The Wall Street
     Journal shall not be published on any Business Day, any other publication
     selected in good faith by the Lender that sets forth the one-month London
     Interbank Offered Rate), or, if such interest rate shall not be so set
     forth for such day, for the then most recent day for which such interest
     rate is so set forth. Any change in the LIBO Rate shall be effective on the
     date such change is so published.

          (vii)   The term "LOAN" shall mean the loan in the principal sum of
     $4,000,000.00 made by the Payee to the Maker which is evidenced by this
     Note and secured by the Deed of Trust and the Other Security Documents.

          (viii)  The term "LOAN AGREEMENT" shall mean the Term Loan Agreement
     dated the date hereof between the Maker, the Payee and The Smith &
     Wollensky Restaurant Group, Inc., as the same may be amended or restated
     from time to time.

          (ix)    The term "MATURITY DATE" shall mean May 31, 2008.

          (x)     The term "OTHER SECURITY DOCUMENTS" shall mean all and any of
     the documents other than this Note or the Deed of Trust, now or hereafter
     executed by the Maker or others, and by or in favor of the Payee, which
     wholly or partially secure or guarantee payment of this Note, or which
     otherwise pertain to the Loan, including, without limitation, the Loan
     Agreement, as the same may be amended or restated from time to time.

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          (xi)    The term "PARTICIPANT" shall have the meaning given to such
     term in paragraph 6 of this Note.

          (xii)   The term "PRINCIPAL BALANCE" shall mean the outstanding
     principal balance of this Note from time to time.

     2.   (a)     From the date of this Note to, but not including,
May 31, 2003, and subject to the provisions of this Note hereinafter set forth,
the entire Principal Balance shall bear interest at the Floating Rate.
Thereafter, the Principal Balance (or portions thereof) shall bear interest,
subject to the provisions of this Note, at the Fixed Rate or the Floating Rate,
in accordance with subparagraph (b) of this Paragraph 2.

          (b)     Subject to the terms of this subparagraph (b), the Maker shall
have the right to convert all or a portion of the Loan to the Fixed Rate for the
period commencing at any time on or after May 31, 2003 through the Maturity
Date. Any portion of the Loan to be converted to the Fixed Rate shall be in a
minimum of $1,000,000.00. If the Maker elects to convert a portion of the Loan
to a Fixed Rate as provided above, the entire remaining portion of the Loan that
was not converted to a Fixed Rate may later be separately converted to a Fixed
Rate on the terms of this subparagraph (b), or may continue to bear interest at
the Floating Rate until the Maturity Date. If the Maker elects to convert all or
a portion of the Loan to a Fixed Rate, then not later than fifteen (15) days
prior to the intended date of conversion (the "CONVERSION DATE"), the Maker
shall give the Payee irrevocable written notice (the "ELECTION NOTICE") that it
elects to convert all or a portion of the Loan to the Fixed Rate for the period
commencing on the Conversion Date through the Maturity Date. Notwithstanding the
foregoing, the Conversion Date shall not occur during the last year of the Loan.
If the Maker gives the Election notice, the Payee shall, as soon as practical
prior to the Conversion Date, determine and quote to the Maker a Fixed Rate, and
shall notify the Maker of the date and time by which the Maker must accept the
quoted Fixed Rate. If the Maker rejects the quoted Fixed Rate, or if a Fixed
Rate is unavailable as determined by the Payee in its sole and absolute
discretion (which determination shall be conclusive and binding upon the Maker;
provided, however, the Payee agrees that a Fixed Rate will be available if they
are, at the time in question, being offered generally to customers of the
Payee), or if the Maker does not inform the Payee of its acceptance of the
quoted Fixed Rate by the date and time specified by the Payee, time being of the
essence, then, the Floating Rate shall continue to apply to the Loan (or the
applicable portion) until the Maturity Date. If the Maker accepts a quoted Fixed
Rate by the date and time specified by the Payee, time being of the essence, the
quoted Fixed Rate shall be applicable to the Loan (or the applicable portion)
commencing on the Conversion Date to the Maturity Date. A quoted Fixed Rate may
be accepted by the Maker either orally or in writing, provided that any such
oral acceptance shall be immediately confirmed by the Maker in writing. In the
event that the Payee shall have, in its sole and absolute discretion, determined
that the Payee is unable to quote a Fixed Rate or that a Fixed Rate is
unavailable for any reason whatsoever (subject to the provisio contained in the
seventh (7th) sentence of this subsection (b)), the Payee shall so notify the

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Maker, and any such request for a Fixed Rate pursuant to this subsection (b)
shall be deemed to be a request for the Floating Rate to continue to apply to
the Loan (or the applicable portion).

          (c)     In addition to the conditions set forth above in this
Paragraph 2, the Maker's right to convert all or a portion of the Loan to a
Fixed Rate as provided above from and after May 31, 2003 shall not be applicable
if a default under this Note, the Deed of Trust or the Other Security Documents
shall have occurred and be continuing at the time the Maker gives the Election
Notice or on the Conversion Date.

          (d)     If the Payee determines that it is necessary or desirable in
order to protect the priority of the lien of the Deed of Trust and the quality
of its title insurance with respect thereto, then upon conversion of all or a
portion of the Loan to a Fixed Rate pursuant to an Election Notice, the Payee
shall be provided with (i) such modification agreements and any other documents
required by the Payee in order to confirm such change in interest rate, all in
form satisfactory to the Payee, and (ii) a new title insurance policy (or a
title endorsement providing the same coverage) with respect to the Deed of
Trust, dated as of the Conversion Date, acceptable in all respects to the Payee.
The Maker shall bear all costs related to such modification including, without
limitation, attorneys' fees and title insurance premiums.

     3.   (a)     With respect to any portion of the Loan bearing interest at
the Fixed Rate (each a "FIXED RATE TRANCHE"), subject to the following
provisions of this subparagraph, the Maker shall have the right to prepay a
Fixed Rate Tranche in whole, or in multiples of $1,000.00 (with a minimum of
$10,000.00), upon not less than five (5) Business Days' prior irrevocable
written notice to the Payee specifying the intended date of prepayment, and the
amount to be prepaid, provided that such prepayment is accompanied by payment of
accrued interest to and including the date of prepayment and other sums then due
and payable pursuant to the provisions of this Note, the Deed of Trust or the
Other Security Documents. Any prepayments permitted hereunder shall be applied
in reduction of the principal balance of the applicable Fixed Rate Tranche in
inverse order of maturity. The Maker shall pay to the Payee contemporaneously
with any such voluntary prepayment a Yield Maintenance Premium (as hereinafter
defined). Any payment of the then outstanding principal indebtedness by virtue
of a sale or after the Payee shall have declared the principal indebtedness
immediately due and payable, or after the Payee shall have commenced an action
or proceeding to foreclose the Deed of Trust as a result of a default
thereunder, shall be deemed a voluntary prepayment for the purposes of this
subparagraph and a Yield Maintenance Premium calculated pursuant to the
provisions of this subparagraph shall be payable with respect thereto based upon
the interest rate specified herein applicable to the then outstanding principal
indebtedness immediately prior to such default, declaration or commencement. The
portion of the Principal Balance specified in any such irrevocable notice of
prepayment shall, notwithstanding anything to the contrary contained in this
Note, the Deed of Trust or the Other Security Documents, be absolutely and
unconditionally due and payable on the date specified in such notice. Amounts
prepaid may not be re-borrowed. Notwithstanding anything to the contrary
contained in this paragraph, the Payee shall not be obligated to accept a

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partial prepayment of the Principal Balance in accordance with the provisions of
this subparagraph if any default shall have occurred and shall be continuing
beyond applicable periods of notice and grace under this Note, the Deed of Trust
or the Other Security Documents unless the Payee shall otherwise agree to the
contrary in its sole and absolute discretion.

          "YIELD MAINTENANCE PREMIUM" shall mean an amount equal to the present
value as of the Prepayment Date of the Calculated Payments from the Prepayment
Date through the Maturity Date determined by discounting such payments at the
Discount Rate. The term "PREPAYMENT DATE" shall mean the date on which
prepayment is made. The term "CALCULATED PAYMENTS" shall mean the monthly
payments of interest only which would be due based on the principal amount being
prepaid on the Prepayment Date and assuming an interest rate per annum equal to
the difference (if such difference is greater than zero) between (y) the
applicable interest rate and (z) the Yield Maintenance Treasury Rate. The term
"DISCOUNT RATE" shall mean the rate which, when compounded monthly, is
equivalent to the Yield Maintenance Treasury Rate, when compounded
semi-annually. The term "YIELD MAINTENANCE TREASURY RATE" shall mean the yield
calculated by the Payee by the linear interpolation of the yields, as reported
in the Federal Reserve Statistical Release H.15-Selected Interest Rates under
the heading U.S. Government Securities/Treasury Constant Maturities for the week
ending prior to the Prepayment Date, of U.S. Treasury Constant Maturities with
maturity dates (one longer or one shorter) most nearly approximating the
maturity date. In the event Release H.15 is no longer published, the Payee shall
select a comparable publication to determine the Yield Maintenance Treasury
Rate. In no event, however, shall the Payee be required to reinvest any
prepayment proceeds in U.S. Treasury obligations or otherwise.

          (b)     With respect to any portion of the Loan bearing interest at
the Floating Rate (the "FLOATING RATE TRANCHE"), subject to the following
provisions of this subparagraph, the Maker shall have the right to prepay the
principal balance applicable to the Floating Rate Tranche in whole, or in part,
upon not less two (2) Business Days' prior irrevocable written notice to the
Payee specifying the intended date of prepayment, and the amount to be prepaid
provided that such prepayment is accompanied by a payment of all interest and
other sums then due and payable pursuant to the provisions of this Note, the
Deed of Trust or the Other Security Documents. Any prepayment of the principal
amount applicable to the Floating Rate Tranche shall be without premium or
penalty. Amounts prepaid may not be re-borrowed. All partial prepayments shall
be applied first to the reduction of principal in the inverse order of maturity.
The portion of the Principal Balance specified in any such irrevocable notice of
prepayment shall, notwithstanding anything to the contrary contained in this
Note, the Deed of Trust or the Other Security Documents, be absolutely and
unconditionally due and payable on the date specified in such notice.
Notwithstanding anything to the contrary contained in this subparagraph, the
Payee shall not be obligated to accept a prepayment, in whole or in part, of the
Principal Balance in accordance with the provisions of this subparagraph if any
default shall have occurred and shall be continuing under this Note, the Deed of
Trust or the Other Security

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Documents unless the Payee shall otherwise agree to the contrary in its sole and
absolute discretion.

     4.   Anything in this Note, the Deed of Trust or any of the Other Security
Documents to the contrary notwithstanding, the Maker shall indemnify and hold
the Payee harmless and defend the Payee at the Maker's sole cost and expense
against any loss or liability, cost or expense (including, without limitation,
reasonable attorneys' fees and disbursements of the Payee's counsel, whether
in-house staff, retained firms or otherwise), and all claims, actions,
procedures and suits arising out of or in connection with:

          (i)     any ongoing matters arising out of this Note, the Deed of
     Trust, any of the Other Loan Documents or the transaction contemplated
     hereby or thereby, including, but not limited to, all costs of appraisal or
     reappraisal of all or any portion of any collateral for the Debt or of the
     granting by the Payee, in its sole and absolute discretion, of any lease
     non-disturbance agreements,

          (ii)    any amendment to, or restructuring of, the Debt, this Note,
     the Deed of Trust or any of the Other Loan Documents, and

          (iii)   any and all lawful action that may be taken by the Payee in
     connection with the enforcement of the provisions of this Note, the Deed of
     Trust or any of the Other Loan Documents, whether or not suit is filed in
     connection with the same, or in connection with the Maker, any guarantor of
     all or any portion of the Debt and/or any partner, joint venturer or
     shareholder thereof becoming subject of a voluntary or involuntary federal
     or state bankruptcy, insolvency or similar proceeding.

All sums expended by the Payee on account of any of the foregoing shall be
reimbursable on demand, and until reimbursed by the Maker pursuant hereto, shall
be deemed additional principal evidenced hereby and shall bear interest at the
default interest rate hereinbelow set forth. The obligations of the Maker under
this paragraph shall, notwithstanding any exculpatory or other provisions of any
nature whatsoever which may be set forth herein, in the Deed of Trust or the
Other Loan Documents, constitute the personal recourse undertakings, obligations
and liabilities of the Maker and shall be secured by the Deed of Trust.

     5.   Intentionally Omitted.

     6.   The Maker acknowledges that the Payee may after the date of this Note
sell and assign participation interests in the Loan to such domestic or foreign
banks, insurance companies, pension funds, trusts or other institutional lenders
or other persons, parties or investors (including, but not limited to, grantor
trusts, owner trusts, special purpose corporations, REMIC's, real estate
investment trusts or other similar or comparable investment vehicles) as may be
selected by the Payee in its sole and absolute discretion and on terms and
conditions

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satisfactory to the Payee in its sole and absolute discretion (any such bank,
insurance company, pension fund, trust or other institutional lender or other
person, party or investor to whom a participation interest in the Loan is so
sold and assigned is herein referred to as a "PARTICIPANT"). The Payee shall at
all times during the term of the Loan act as lead lender and servicer for
Participants in accordance with participation agreements in form and substance
satisfactory in all respects to the Payee and its counsel. Subject to the
applicable terms and provisions of the participation agreements, the Payee shall
retain all rights with respect to the enforcement, collection and administration
of the Loan and the security therefor and shall service the Loan throughout the
term thereof. The Maker shall cooperate, and shall cause each guarantor,
indemnitor and other person or party associated or connected with the Loan or
the collateral therefor to cooperate, in all respects with the Payee in
connection with the sale of participation interests in the Loan in the manner
contemplated by this paragraph, and shall, in connection therewith, execute and
deliver such estoppels, certificates, instruments and documents as may be
requested by the Payee. The Maker grants to the Payee, and shall cause each
guarantor, indemnitor and other person or party associated or connected with the
Loan or the collateral therefor to grant to the Payee, the right to distribute
on a confidential basis financial and other information concerning the Maker,
each such guarantor, indemnitor and other person or party and the property
encumbered by the Deed of Trust and other pertinent information with respect to
the Loan to any party who has purchased a participation interest in the Loan or
who has expressed a serious interest in purchasing a participation interest in
the Loan. The Maker shall execute and deliver, and shall cause each guarantor,
indemnitor and other person or party associated or connected with the Loan or
the collateral therefor to execute and deliver, such documents and instruments
as may be necessary to split the Loan into two or more loans evidenced, secured
and advanced by and pursuant to separate sets of notes, Deed of Trusts and other
related loan documents to the full extent required by the Payee to facilitate
the sale of participation interests in the Loan in the manner contemplated by
this paragraph, it being agreed that (i) any such splitting of the Loan will not
adversely affect or diminish the rights of the Maker as presently set forth in
this Note, the Deed of Trust or the Other Security Documents and will not
increase the respective obligations and liabilities of the Maker or any such
guarantor, indemnitor or other person or party above those presently set forth
in this Note, the Deed of Trust or the Other Security Documents, (ii) the deeds
of trust and other documents securing the Loan as so split will have such
priority of lien as may be specified by the Payee, and (iii) the retained
interest of the Payee in the Loan as so split shall be allocated to or among one
or more of such separate loans in a manner specified by the Payee in its sole
and absolute discretion. If the Maker shall default in the performance of its
obligation as set forth in this paragraph, and if such default shall not be
remedied by the Maker within ten (10) days after notice by the Payee, the Payee
shall have the right in its discretion to declare the Debt immediately due and
payable. The Payee also reserves the right at any time during the term of the
Loan in its sole and absolute discretion to effect a so-called securitization of
the Loan in such a manner and on such terms and conditions as the Payee shall
deem to be appropriate in its sole and absolute discretion and with such
domestic or foreign banks, insurance companies, pension funds, trusts or other
institutional lenders or other persons, parties or investors (including, but not
limited to, grantor trusts, owner

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trusts, special purpose corporations, REMIC's, real estate investment trusts or
other similar or comparable investment vehicles) as may be selected by the Payee
in its sole and absolute discretion.

     7.   It is hereby expressly agreed that the entire Debt shall become
immediately due and payable at the option of the Payee on the happening of any
default or event by which, under the terms of this Note, the Deed of Trust or
the Other Security Documents, the Debt may or shall become due and payable, and
that all of the terms, covenants and provisions contained in the Deed of Trust
and the Other Security Documents which are to be kept and performed by the Maker
are hereby made part of this Note to the same extent and with the same force and
effect as if they were fully set forth herein.

     8.   If any installment of principal, interest, additional interest or
other sum payable under this Note is not paid within fifteen (15) days after the
date which it is due, the Maker shall pay to the Payee upon demand an amount
equal to 5% of such unpaid installment as a late payment charge.

     9.   In addition to any late payment charge which may be due under this
Note, if the Debt is declared immediately due and payable by the Payee pursuant
to the provisions of this Note, the Deed of Trust or the Other Security
Documents, or if the Debt is not paid in full on the Maturity Date, or if an
event of default shall occur and be continuing under this Note, the Deed of
Trust or the Other Security Documents, the Maker shall pay interest on the
Principal Balance from the date of such declaration, event of default or the
Maturity Date (as the case may be), until the date the Principal Balance is paid
in full or until such event of default is cured (as the case may be) at a rate
per annum (calculated for the actual number of days elapsed on the basis of a
365-366-day year) equal to 2% plus the interest rate then applicable under this
Note, provided, however, that such interest rate shall in no event exceed the
maximum interest rate which the Maker may by law pay.

     10.  The Maker hereby waives presentment and demand for payment, notice of
dishonor, protest and notice of protest of this Note. If any payment under this
Note is not made when due, the Maker agrees to pay all costs of collection when
incurred, including reasonable attorneys' fees (which costs shall be added to
the amount due under this Note and shall be receivable therewith). The Maker
agrees to perform and comply with each of the terms, covenants and provisions
contained in this Note, the Deed of Trust and the Other Security Documents on
the part of the Maker to be observed or performed. No release of any security
for the payment of this Note or extension of time for payment of this Note, or
any installment hereof, and no alteration, amendment or waiver of any provision
of this Note, the Deed of Trust or the Other Security Documents made by
agreement between the Payee and any other person or party shall release,
discharge, modify, change or affect the liability of the Maker under this Note,
the Deed of Trust or the Other Security Documents.

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     11.  This Note is subject to the express condition that at no time shall
the Maker be obligated or required to pay interest on the Principal Balance at a
rate which could subject the Payee to either civil or criminal liability as a
result of being in excess of the maximum rate which the Maker is permitted by
law to contract or agree to pay. If by the terms of this Note, the Maker is at
any time required or obligated to pay interest on the Principal Balance at a
rate in excess of such maximum rate, the rate of interest under this Note shall
be deemed to be immediately reduced to such maximum rate and interest payable
hereunder shall be computed at such maximum rate and the portion of all prior
interest payments in excess of such maximum rate shall be applied and shall be
deemed to have been payments in reduction of the Principal Balance.

     12.  If the Maker consists of more than one person or party, the
obligations and liabilities of each such person or party hereunder shall be
joint and several.

     13.  This Note is secured by the Deed of Trust and the Other Security
Documents.

     14.  This Note is and shall be deemed entered into in the State of New York
and shall be governed by and construed in accordance with the laws of the State
of New York and no defense given or allowed by the laws of any state or country
shall be interposed in any action or proceeding hereon unless such defense is
either given or allowed by the laws of the State of New York.

     15.  This Note may only be modified, amended, changed or terminated by an
agreement in writing signed by the Payee and the Maker. No waiver of any term,
covenant or provision of this Note shall be effective unless given in writing by
the Payee and if so given by the Payee shall only be effective in the specific
instance in which given.

     16.  The Maker acknowledges that this Note and the Maker's obligations
under this Note are and shall at all times continue to be absolute and
unconditional in all respects, and shall at all times be valid and enforceable
irrespective of any other agreements or circumstances of any nature whatsoever
which might otherwise constitute a defense to this Note and the obligations of
the Maker under this Note or the obligations of any other person or party
relating to this Note or the obligations of the Maker hereunder or otherwise
with respect to the Loan. This Note sets forth the entire agreement and
understanding of the Payee and the Maker, and the Maker absolutely,
unconditionally and irrevocably waives any and all right to assert any defense,
setoff, counterclaim or crossclaim of any nature whatsoever with respect to this
Note or the obligations of the Maker under this Note or the obligations of any
other person or party relating to this Note or the obligations of the Maker
hereunder or otherwise with respect to the Loan in any action or proceeding
brought by the Payee to collect the Debt, or any portion thereof, or to enforce,
foreclose and realize upon the liens and security interests created by the Deed
of Trust and the Other Security Documents. The Maker acknowledges that no oral
or other agreements,

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understandings, representations or warranties exist with respect to this Note or
with respect to the obligations of the Maker under this Note, except those
specifically set forth in this Note.

     17.  No delay on the part of the Payee in exercising any right or remedy
under this Note, the Deed of Trust or the Other Security Documents or failure to
exercise the same shall operate as a waiver in whole or in part of any such
right or remedy. No notice to or demand on the Maker shall be deemed to be a
waiver of the obligation of the Maker or of the right of the Payee to take
further action without further notice or demand as provided in this Note, the
Deed of Trust and Other Security Documents.

     18.  The Maker agrees to submit to personal jurisdiction in the State of
New York in any action or proceeding arising out of this Note and, in
furtherance of such agreement, the Maker hereby agrees and consents that without
limiting other methods of obtaining jurisdiction, personal jurisdiction over the
Maker in any such action or proceeding may be obtained within or without the
jurisdiction of any court located in New York and that any process or notice of
motion or other application to any such court in connection with any such action
or proceeding may be served upon the Maker by registered or certified mail to or
by personal service at the last known address of the Maker, whether such address
be within or without the jurisdiction of any such court.

     19.  The Maker (and the undersigned representative of the Maker, if any)
represents that the Maker has full power, authority and legal right to execute
and deliver this Note and that the debt hereunder constitutes a valid and
binding obligation of the Maker.

     20.  Whenever used, the singular number shall include the plural, the
plural the singular, and the words "PAYEE" and "MAKER" shall include their
respective successors and assigns, provided, however, that the Maker shall in no
event or under any circumstance have the right without obtaining the prior
written consent of the Payee to assign or transfer its obligations under this
Note, the Deed of Trust or the Other Security Documents, in whole or in part, to
any other person, party or entity.

     21.  THE MAKER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, AND THE PAYEE
BY ITS ACCEPTANCE OF THIS NOTE IRREVOCABLY AND UNCONDITIONALLY WAIVES, ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR COUNTERCLAIM ARISING IN
CONNECTION WITH, OUT OF OR OTHERWISE RELATING TO THE LOAN, THIS NOTE, THE DEED
OF TRUST OR THE OTHER SECURITY DOCUMENTS.

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     22.  This Note evidences the "First Advance" made pursuant to and in
accordance with the Loan Agreement. The Loan Agreement contemplates an optional
additional advance of up to $10,000,000.00 upon and subject to the terms and
conditions set forth in the Loan Agreement. In the event such additional advance
is made, at the Payee's option, this Note may be amended or restated to evidence
such additional advance as more particularly set forth in the Loan Agreement.

     IN WITNESS WHEREOF, the Maker has duly executed this Note the day and year
first above written.

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


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


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]

                                      -11-