Exhibit 10.52


 


BILL OF SALE AND ASSIGNMENT


 


A.                                   Pursuant to that certain Contract of Sale (the “Contract”), dated on or
about July 19, 2002, Tollway 76, L.P., a Washington limited partnership
(“Assignor”), agreed to sell to The Smith & Wollensky Restaurant Group,
Inc. (“TS&WRGI”), certain personal property located on, or used in
connection with, the Land and Improvements as further described and defined in
the Contract; and


 


B.                                     TS&WRGI
assigned all of its rights under the Contract to Dallas S&W, L.P., a Texas
limited partnership (“Assignee”); and


 


C.                                     It is therefore the desire of Assignor to hereby sell, assign, transfer
and convey to Assignee certain personal property, if any, owned by Seller upon
the Land or within the Improvements, including specifically, without
limitation, (i) heating, ventilation and air conditioning systems and
equipment, carpeting, and draperies used in connection with the Land and
Improvements, (ii) the equipment and fixtures set forth on Exhibit “A” attached
hereto, and (iii) all assignable warranties and guaranties (express or implied)
issued to Seller in connection with the Improvements or the personal property
described in clause (i) and (ii) (the property described in this paragraph C.
is collectively referred to as the “Personal Property”).  Notwithstanding anything to the contrary
contained herein, Assignor is retaining and is not transferring the items on
Exhibit “B” and such items are not included within Personal Property.


 


NOW, THEREFORE, in consideration of $10.00 and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged and confessed by Assignor, Assignor does hereby SELL,
ASSIGN, TRANSFER, SET OVER and DELIVER to Assignee, the Personal Property, free
and clear of all liens, security interests, claims, and encumbrances.


 


TO HAVE AND TO HOLD, the Personal Property unto
the Assignee, its successors and assigns, forever, and Assignor does hereby
bind itself, its successors, and assigns, to WARRANT and FOREVER DEFEND, all
and singular, title to the Personal Property unto the Assignee, its successors
and assigns, against every person claiming or to claim the same or any part
thereof, free and clear of all liens, security interests, claims, and
encumbrances.


 


Assignor hereby agrees to perform, execute,
deliver, and/or acknowledge or cause to be performed, executed, delivered
and/or acknowledged any and all additional documents, instruments, acts and
assurances as the Assignee may reasonably require to evidence, create or
perfect the Assignee’s title, right or interest in the Personal Property.


 

















 


EXECUTED this 9th day of October, 2002.


 


	
   

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
  TOLLWAY 76, L.P., a Washington limited

  partnership

  
	
   

  	
   

  
	
   

  	
  By:  RAM
  International GP, LLC, a Washington

  limited liability company, its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffery B. Iverson Jr.

  	
   

  
	
   

  	
  Name:

  	
  Jeffery B. Iverson Jr.

  	
   

  
	
   

  	
  Its:

  	
  Manager

  	
   

  
					



 


2

















 


EXHIBIT “A”


 


Bars & all bar equipment


Smallwares
– back of house only


(Assignor
will keep all front of house smallwares)


Scullery


Ice
machines


Shelving,
tables, sinks


Prep
kitchen


Everything
except flat top stove


Hot
Cookline


Everything
except ranges on top of refrigerated bases and 1 griddle (3’)


Cold
cookline/pick up line


Vent
a hoods


Coolers


Office
equipment


4
TV’s


 


3

















 


EXHIBIT “B”


Signage


Audio/visual


Chairs,
stools, couches


Table tops


Table
bases


Booths


Art
work & décor


Chandeliers
& drop lighting


Inventory


POS
System


Safes


Phone
system


Flat
top stove in prep kitchen


Ranges
on top of refrigerated bases on hot cookline


1
griddle (4’) on hot cookline


Smallwares front of house only


 


4