Exhibit
10.50


 


CONTRACT OF SALE


 


This Contract of Sale (the “Contract”) is entered
into by and among (i) TOLLROAD TEXAS LAND CO., L.P., a Texas limited partnership (“TTLC”), (ii) TOLLWAY 76,
L.P., a Washington limited partnership (“T76”), and (iii) THE SMITH &
WOLLENSKY RESTAURANT GROUP, INC., a Delaware corporation (“Purchaser”).  TTLC and T76 are hereinafter collectively
referred to as the “Seller”.


 


W  I  T  N  E  S  S
E  T  H :


 


FOR AND IN CONSIDERATION of the promises,
undertakings, and mutual covenants of the parties herein set forth, Seller
hereby agrees to sell and Purchaser hereby agrees to purchase and pay for all
that certain property hereinafter described in accordance with the following
terms and conditions:


 


ARTICLE I


 


PROPERTY


 


The conveyance by Seller to Purchaser shall
include the following:


 


(a)           that certain tract or parcel of land
situated in Dallas, Texas, containing approximately 2.557 acres, said tract
being more particularly described on Exhibit A attached hereto and made
a part hereof, together with all and singular the rights and appurtenances
pertaining to such property, including any right, title and interest of Seller
in and to adjacent strips or gores, streets, alleys or rights-of-way and all
rights of ingress and egress thereto (the property described in this clause is
herein referred to collectively as the “Land”);


 


(b)           the buildings and other improvements
on the Land, including specifically, without limitation, a restaurant building
consisting of approximately 12,141 square feet,


 


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and being currently operated as
a “Humperdinks” restaurant, including all heating, ventilation and air
conditioning systems and equipment, carpeting, draperies and curtains (the
property described in this clause is herein referred to collectively as the
“Improvements”);


 


(c)           the personal property located upon
the Land or within the Improvements, including but not limited to, all
equipment, fixtures, appliances, tools and supplies, and other items of
personal property, including the items on Exhibit “B” attached hereto which are
marked “Purchaser”, but excluding (i) the items on Exhibit “B” which are
designated to be kept by “Seller”, and (ii) cash, liquor, and food inventory
(the property described in this clause (c) is herein referred to collectively
as the “FF&E”); and


 


(e)           all of Seller’s right, title and
interest in and to (i) all assignable contracts and agreements relating to the
upkeep, repair, maintenance or operation of the Land, Improvements or FF&E
which will extend beyond the date of closing, including specifically, without
limitation, all assignable equipment leases (collectively, the “Operating
Agreements”), but only to the extent accepted and approved by Purchaser, and
(ii) all assignable warranties and guaranties (express or implied) issued to
Seller in connection with the Improvements or the FF&E (the property
described in this clause is sometimes herein referred to collectively as the
“Intangibles”).


 


The Land, the Improvements, the
FF&E, and the Intangibles are hereinafter sometimes referred to
collectively as the “Subject Property.”


 


ARTICLE II


 


PURCHASE
PRICE


 


The purchase price
to be paid by Purchaser to Seller for the Subject Property shall be the sum of
Three Million Seven Hundred Fifty Thousand and No/100 Dollars
($3,750,000.00).  Two Million One
Hundred Thousand and No/100 Dollars ($2,100,000.00) of the purchase price shall
be paid in cash at the closing.  The remaining
amount of the purchase price shall be paid by Purchaser’s execution and delivery
at closing of a promissory note (the “Note”) payable to TTLC.  The Note shall provide for and be secured as
follows:


 


a.             The Note shall bear
interest at the rate of eight percent (8%) per annum;


 


b.             The principal balance of the Note
shall be due and payable in three annual installments of $550,000 each, with
each such installment due and payable on the first, second, and third
anniversaries of the closing (due and payable in full on the third anniversary
of the closing).  Interest, computed on
the unpaid principal balance of the Note, shall be due and payable annually as
it accrues, on the first, second, and third


 


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anniversaries of the closing;


 


c.             The Note shall provide that it may be prepaid at any
time, in whole or in part, without premium or penalty, and that interest shall
immediately cease to accrue on any part of the Note so prepaid;


 


d.             The Note shall be secured by a deed of trust (the “Deed
of Trust”) to be executed at the closing; and


 


e.             The Deed of Trust shall prohibit
any second liens against the Land or Improvements without the prior written
consent of TTLC.


 


f.              Both the Note and the Deed of
Trust shall be in the form promulgated by the State Bar of Texas for real
estate transactions and otherwise shall be in form and substance satisfactory
to counsel for Purchaser and Seller to be agreed upon during the Inspection
Period.


 


ARTICLE III


 


EARNEST
MONEY


 


Within five business days after the full
execution of this Contract, Purchaser shall deposit the sum of Twenty Five
Thousand and No/100 Dollars ($25,000.00) with Republic Title of Texas, Inc.,
2626 Howell Street, 10th Floor, Dallas, Texas 75204 (Attention:
Paulette Hubbard) (the “Title Company”) to be held by the Title Company as
earnest money in connection with this Contract.  The Title Company shall deposit all earnest money in an interest
bearing account, the earnings from which shall accrue to the benefit of
Purchaser.


 


In the event that
this Contract is closed, then all earnest money shall be applied in partial
satisfaction of the purchase price.  In
the event that this Contract is not closed, then the earnest money shall be
disbursed in the manner provided for elsewhere herein.  Notwithstanding the foregoing or anything to
the contrary contained elsewhere in this


 


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Contract, it is understood and agreed that One Hundred Dollars
($100.00) of the earnest money shall in all events be delivered to Seller as
valuable consideration for the Inspection Period described in Article VI
hereinbelow and the execution of this Contract by Seller.


 


ARTICLE IV


 


PRE–CLOSING
OBLIGATIONS OF SELLER


 


A.            Within ten (10) days of the date
hereof, Seller shall furnish to Purchaser, at Seller’s sole cost and expense, each
of the following (collectively, the “Due Diligence Items”):


 


a.             The most current as-built surveys
of the Subject Property in Seller’s possession, including any topographical
drawings or surveys of the Subject Property;


 


b.             All site plans, drawings, and plans
and specifications pertaining to the Land or Improvements;


 


c.             A list of all service contracts,
warranties, management, maintenance, or other agreements affecting the Subject
Property, if any, together with copies of same.  Seller agrees not to enter into any additional contracts,
warranties, or agreements prior to closing which would be binding on Purchaser
and which cannot be cancelled by Purchaser upon thirty (30) days written notice
without cost, penalty, or obligation unless such service contracts or other
agreements are approved in writing by Purchaser;


 


d.             Copies of all licenses, permits,
applications, authorizations, certificates of occupancy, governmental approvals
and other entitlements relating to the Subject Property and the operation thereof,
if any, including but not limited to, septic permits, grading or erosion
permits, or TNRCC permits or entitlements;


 


e.             All roof, environmental,
hydrological, engineering, percolation, mechanical, electrical, structural,
soils and similar reports and/or audits relating to the Subject Property in the
possession of Seller;


 


f.              True and correct copies of any
existing option contracts, construction contracts, and architectural contracts
relating to all or any portion of the Subject Property;


 


g.             A schedule of all current or
pending litigation with respect to the Subject Property or any part thereof,
together with a brief description of each such proceeding;


 


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h.             A schedule of FF&E (specifying
any such property which is leased);


 


i.              A list of any unwritten agreements
affecting the Subject Property to which Seller is a party or of which Seller
has knowledge;


 


j.              A current commitment (the “Title
Commitment”) for the issuance of an owner’s policy of title insurance to the
Purchaser from the Title Company in the amount of the purchase price, together
with good and legible copies of all documents constituting exceptions to
Seller’s title as reflected in the Title Commitment.  Seller shall also provide to Purchaser any updates to the Title
Commitment subsequently issued by the Title Company;


 


k.             Any notices received by Seller
since January 1, 2000 from any state, local, or federal governmental
entity pertaining to the Subject Property; and


 


l.              Unaudited summaries of the expenses of the Subject
Property for the calendar year 2001 and the five months ended May 31, 2002.


 


Notwithstanding anything to the contrary
contained herein, Purchaser hereby agrees that, in the event Purchaser
terminates this Contract for any reason, then Purchaser shall return to Seller
all Due Diligence Items which have been delivered by Seller to Purchaser in
connection with Purchaser’s inspection of the Subject Property.  This provision shall survive the termination
of this Contract.  Seller makes no
representation or warranty as to the accuracy of the matters set forth in items
a., b., and e. above, except that such documents which are provided to
Purchaser will be faithful reproductions of such documents in the possession of
Seller.


 


B.            Seller agrees to use
commercially reasonable efforts to
cooperate with Purchaser in it efforts to obtain the Building Permit (defined
in Article VIII B.); however, Seller is not required to expend any out-of
-pocket costs in connection with its cooperation.


 


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ARTICLE V


 


TITLE INSPECTION PERIOD


 


No later than thirty days after the date hereof,
Purchaser shall obtain an updated as-built survey (the “Survey”) prepared by a
licensed professional engineer or surveyor acceptable to Purchaser, which
Survey shall:  (a) include a metes and
bounds legal description of the Land; (b) accurately show all improvements,
encroachments and uses and accurately show all easements and encumbrances
visible or listed on the Title Commitment (identifying each by recording
reference if applicable); (c) recite the number of square feet included within
the Land and the dimensions of the surface perimeter of all Improvements; (d)
state whether the Land (or any portion thereof) lies within a flood zone or
flood prone area; (e) state the number of parking spaces situated on the Land;
(f) contain a certificate verifying that the survey was made on the ground,
that the survey is correct, that there are no improvements, encroachments,
easements, uses or encumbrances except as shown on the survey plat, that the
area represented for the Land and the Improvements has been certified by the
surveyor as being correct and that the Land does not lie within any flood zone
or flood prone area, except as indicated thereon,  and that the Land has access to public streets as indicated
thereon; and (g) otherwise be in form satisfactory to Purchaser.


 


Purchaser shall have a period of time expiring 15
days after it receives the later of (i) the Survey, or (ii) the items described
in paragraph j. of Article IV above (the “Title Review Period”) to review said
items.  If the information provided
therein or any subsequent update to the Title Commitment issued by the Title
Company, reflects or discloses any defect, exception or other matter affecting
the Subject Property (“Title Defects”) that is unacceptable to Purchaser, then
prior to the expiration of the Title Review Period Purchaser shall provide
Seller with written


 


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notice of Purchaser’s objections. 
Seller may, at its sole option, elect to cure or remove the objections
raised by Purchaser; provided, however, that Seller shall have no obligation to
do so.  Should Seller elect to attempt
to cure or remove the objections, Seller shall have 10 days from the date of
Purchaser’s written notice of objections (the “Cure Period”) in which to notify
Purchaser that Seller intends to cure or not cure the Title Defects.  In the event Seller either (i) elects not to
cure or remove the Title Defects or fails to respond to Purchaser’s notice of
Title Defects within the Cure Period, or (ii) having elected to attempt to cure
said Title Defects, is unable to accomplish the cure prior to the closing, then
Purchaser shall be entitled, as Purchaser’s sole and exclusive remedies, either
to (a) terminate this Contract by providing written notice of termination to
Seller within five (5) days from the date on which Purchaser receives Seller’s
no-cure notice, in which case all earnest money (less $100.00) shall be
immediately returned to Purchaser by the Title Company, Purchaser shall return
to Seller all of the Due Diligence Items provided by Seller, and thereafter
neither Seller nor Purchaser shall have any continuing obligations one unto the
other, or (b) waive the objections and close this transaction as otherwise
contemplated herein.  If Purchaser shall
fail to notify Seller in writing of any objections to the state of Seller’s
title to the Subject Property as shown by the Survey and Title Commitment, then
Purchaser shall be deemed to have no objections to the state of Seller’s title
to the Subject Property as shown by the Survey and Title Commitment, and any
exceptions to Seller’s title which have not been objected to by Purchaser and
which are shown on the Survey or described in the Title Commitment shall be
considered to be “Permitted Exceptions.” 
If Seller fails to respond to Purchaser’s notice of Title Defects within
the Cure Period, Seller shall be


 


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deemed to have elected not to attempt to cure said Title Defects.  It is understood and agreed that any Title
Defects which have been objected to by Purchaser and which are subsequently
waived by Purchaser shall be Permitted Exceptions.


 


ARTICLE VI


 


INSPECTION PERIOD


 


Purchaser, at
Purchaser’s sole expense, shall have the right to conduct a feasibility,
environmental, engineering and physical study of the Subject Property for a
period of time commencing on the date hereof and expiring 30 days after the
date hereof (such period is referred to herein as the “Inspection
Period”).  Upon 24 hours advance notice
to Seller, Purchaser and Purchaser’s duly authorized agents or representatives
shall be permitted to enter upon the Subject Property between the hours of (i)
7:00 a.m. and 10:00 a.m., and (ii) 3:00 p.m. and 5:00 p.m., during the
Inspection Period in order to conduct engineering studies, soil tests and any
other inspections and/or tests that Purchaser may deem necessary or advisable;
provided, however, that no drilling or other ground penetrations or physical
sampling in any building shall be done without Seller’s prior written consent,
which consent shall not be unreasonably withheld or delayed.  Purchaser further agrees to indemnify and
hold Seller harmless from any claims or damages, including reasonable
attorneys’ fees, resulting from Purchaser’s inspection of the Subject Property,
which indemnity shall survive the cancellation or termination of this Contract.  In the event that the review and/or
inspection conducted by this paragraph


 


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shows any fact, matter or condition to exist with respect to the
Subject Property that is unacceptable to Purchaser, in Purchaser’s sole
discretion, or if for any reason Purchaser determines that purchase of the
Subject Property is not feasible, then Purchaser shall be entitled, as
Purchaser’s sole remedy, to cancel this Contract by providing written notice of
cancellation to Seller prior to the expiration of the Inspection Period, in
which case this Contract shall be cancelled and all earnest money (less
$100.00) shall be immediately returned to Purchaser by the Title Company,
Purchaser shall return to Seller all of the Due Diligence Items provided by
Seller, and thereafter neither Seller nor Purchaser shall have any continuing
obligations one unto the other.  If
Purchaser fails to terminate this Contract on or prior to the expiration of the
Inspection Period, Purchaser’s right to terminate the Contract under this
Article VI shall be deemed to have been waived and this Contract shall remain
in full force and effect and the earnest money shall thereafter be
non-refundable (but applicable to the purchase price), except for (i) a default
by Seller, (ii) a failure of a condition precedent to Purchaser’s obligations
hereunder (excluding, however, the condition precedent described in Article
VIII B.), or (iii) Seller’s failure to cure Title Defects in the event Seller
has agreed to attempt to cure said Title Defects as set forth in Article V
hereof.


 


ARTICLE VII


 


REPRESENTATIONS,
WARRANTIES, AND COVENANTS


 


Seller represents
and warrants to Purchaser that on or before the date of Closing hereunder,
Seller will either pay in full or otherwise retire any indebtedness owing to
lenders or contractors payment of which is secured by a lien against the
Subject Property


 


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so that at closing Seller will be able to convey the Subject Property
to Purchaser free and clear of any such liens (although Seller shall hold a
first lien against the Subject Property pursuant to the Deed of Trust
referenced in Article II above).


 


Seller covenants and agrees with Purchaser that,
from the date hereof until the closing, Seller shall not, without the written
consent of Purchaser, sell, assign, lease, or convey any right, title, or
interest whatsoever in or to the Subject Property, or create any monetary lien,
security interest, easement, encumbrance, or charge affecting the Subject
Property without promptly discharging the same prior to closing.


 


Except as otherwise disclosed in writing to
Purchaser, Seller hereby further represents and warrants to Purchaser as
follows:


 


a.             From the date of execution of this
Contract through the date of closing, Seller shall continue to maintain the
Subject Property in its present condition, subject to ordinary wear, and Seller
shall not remove any fixtures, equipment, furnishings or other personal
property from the Subject Property except for those items which shall remain
the property of Seller as set forth in the attached Exhibit “B”, nor shall
Seller unreasonably neglect the Subject Property;


 


b.             Seller currently has in place the
public liability, casualty and other insurance coverage with respect to the
Subject Property. Each of such policies is in full force and effect, and all
premiums due and payable thereunder have been, and at closing will be, fully
paid when due.  No notice of
cancellation has been received or threatened with respect thereto.  No insurance company insuring the
Improvements has delivered to Seller oral or written notice (i) that any
insurance policy now in effect would not be renewed or (ii) that Seller has
failed to comply with insurance requirements or (iii) that defects or
inadequacies exist in the Subject Property, or in any part thereof, which could
adversely affect the insurability thereof or the cost of such insurance.  At all times from the date hereof through
the date of closing, Seller shall cause to be maintained in force fire and extended
coverage insurance upon the Subject Property, and public liability insurance
with respect to damage or injury to person or property occurring on the Subject
Property in at least such amounts as are maintained by Seller on the date
hereof;


 


c.             That, at closing, there will be no
unpaid bills, claims, or liens in connection with any construction or repair of
the Subject Property;


 


d.             The Subject Property is not subject
to any outstanding agreements of sale


 


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or any options, liens, or other
rights of third parties to acquire any interest therein, except as described in
this Contract;


 


e.             Except as disclosed in Title
Commitment, the Subject Property is free and clear of all mechanic’s liens,
liens, mortgages or similar financial encumbrances of any nature;


 


f.              To the best of Seller’s knowledge,
there is no action, suit, proceeding or claim presently pending in any court or
before any federal, state, county or municipal department, commission, board,
bureau or agency or other governmental instrumentality or before any
arbitration tribunal or panel, (i) affecting the Subject Property, or any
portion thereof, or Seller’s use, operation or ownership of the Subject
Property, or (ii) affecting Seller’s ability to perform its obligations under
this Contract, nor, to the best knowledge and belief of Seller, is any such
action, suit, proceeding or claim threatened;


 


g.             There are no attachments,
executions, assignments for the benefit of creditors, or voluntary or involuntary
bankruptcy proceedings, or proceedings under any debtor relief laws, pending,
or to the best of Seller’s actual knowledge, threatened against Seller or the
Subject Property;


 


h.             No condemnation, eminent domain or
similar proceedings have been instituted or, to the best of Seller’s actual
knowledge, threatened against the Subject Property;


 


i.              Seller has not received written
notice of, nor does Seller have actual knowledge or information of, any pending
or contemplated change in any regulation, code, ordinance or law, or private
restriction applicable to the Subject Property, or any natural or artificial
condition upon or affecting the Subject Property, or any part thereof, which
would result in any material change in the condition of the Subject Property or
any part thereof, or would in any way limit or impede the operation of the
Subject Property;


 


j.              Except for the list of service
contracts, warranties, management, maintenance or other agreements to be
delivered to Purchaser pursuant to Article IV hereinabove, there are no
contracts of construction, employment, management, service or supply which
would affect the Subject Property or operation of the Subject Property after
closing;


 


k.             To the best of Seller’s actual
knowledge, the Subject Property and the current operation thereof comply with
all laws, regulations, ordinances, rules, orders and other requirements of all
governmental authorities having jurisdiction over the Subject Property or
affecting all or any part thereof or bearing on its construction or operation,
and with all private covenants or restrictions;


 


l.              To the best of Seller’s actual
knowledge, Seller has acquired all licenses,


 


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permits, easements,
rights-of-way, including, without limitation, all building and occupancy
permits from all governmental authorities having jurisdiction over the Subject
Property or from private parties for the normal use, maintenance, occupancy,
and operation of the Subject Property and to insure unimpeded access, ingress
and egress to and from the Land as required to permit normal usage of the
restaurant thereon;


 


m.            To the best of Seller’s actual
knowledge, present zoning regulations permit the use of the Subject Property as
a restaurant, the Subject Property complies with all applicable parking and
zoning regulations, and there are no governmental or private regulations,
orders, agreements or instruments restricting the current use and operation of
the Land, except as may be shown in the Title Commitment;


 


n.             Seller has not released any
hazardous substance upon the Subject Property in violation of any Environmental
Law, and neither Seller nor the Subject Property is subject to any pending or
threatened litigation or inquiry by any governmental authority or to any
remedial action or obligations under any Environmental Law; to the best of
Seller’s actual knowledge, no underground storage tanks have been or are now
located on the Subject Property; and to the best of Seller’s actual knowledge,
no hazardous substances or toxic wastes have been disposed of or are now
located upon the Subject Property in violation of applicable Environmental
Law.  As used herein, the term
“Environmental Law” will mean any law, statute, ordinance, rule, regulation,
order or determination of any governmental authority or agency affecting the
Subject Property and pertaining to health or the environment including, but not
limited to, the Comprehensive Environmental Response, Compensation and
Liability Act of 1982 and the Resource Conservation and Recovery Act of
1986.  Prior to Closing, Seller agrees
to promptly notify Purchaser of any fact of which Seller has knowledge which
would cause this representation to become false and of any written notice that
Seller receives regarding the matters set forth in this Section;


 


o.             There are no contracts or other
material obligations, other than those matters set forth in the Title
Commitment, Survey, and Due Diligence Items, outstanding (i) for the sale,
exchange or transfer of the Subject Property or any portion thereof or the
business operated thereon by Seller, or (ii) creating or imposing any burdens,
obligations or restrictions on the use or operation of the Subject Property and
the business conducted thereon;


 


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p.             To the best of Seller’s actual
knowledge, (i) there are no public plans or proposals for changes in road
grade, access or other municipal improvements which would affect the Subject
Property or result in any assessments, (ii) no ordinance authorizing
improvements, the cost of which might be assessed against Purchaser or the
Subject Property is pending, and (iii) no tax proceeding is pending for the
reduction or increase of the assessed real estate tax evaluation to the Subject
Property or any portion thereof;


 


q.             Seller is not a “foreign person” or
“foreign trust” within the meaning of the United States Foreign Investment and
Real Property Tax Act of 1980 and the Internal Revenue Code of 1986, as
subsequently amended;


 


r.              The summaries of the operating
expenses of the Subject Property furnished to Purchaser fairly reflect the
costs of operations of the Subject Property;


 


s.             All documents and records delivered
pursuant to Article IV will be true, correct and complete copies of the
documents and records required to be delivered;


 


t.              Seller has received no notice of
defects, faults or other problems in connection with the soils, subsoils,
grading or compaction of the Land;


 


u.             To the best of Seller’s knowledge,
the Improvements were constructed and completed in a good and condition, free
from material defects, and are in material compliance with all federal, state
and local laws, ordinances and regulations applicable to such construction and
completion;


 


v.             To the best knowledge of Seller,
except as disclosed in writing by Seller to Purchaser, at closing the
Improvements will be free of material defects; and


 


w.             At or before the closing, the
FF&E shall be free and clear of all security interests, claims, and
encumbrances, and any UCC financing statements on file that cover all or any
portion of the FF&E shall be terminated.


 


All of the foregoing representations and warranties of Seller are made
both as of the date hereof and as of the date of the closing hereunder and
shall survive the closing hereunder. 
Notwithstanding the preceding sentence, any claim by Purchaser that
Seller has breached a representation or warranty must be asserted within one
year after the closing and if Purchaser fails to assert such claim within said
period, Purchaser shall be deemed to have waived and released any such claim.


 


EXCEPT FOR SELLER’S REPRESENTATIONS AND WARRANTIES SET
FORTH HEREIN AND THE WARRANTY OF TITLE SET FORTH IN THE SPECIAL


 


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WARRANTY DEED TO
BE DELIVERED AT CLOSING, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING
AND SPECIFICALLY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR
CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT PROPERTY, INCLUDING,
BUT NOT LIMITED TO, WARRANTIES OR REPRESENTATIONS AS TO MATTERS OF TITLE,
ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITIONS, AVAILABILITY OF
ACCESS, INGRESS OR EGRESS, PROFITABILITY, OPERATING HISTORY OR PROJECTIONS WITH
RESPECT TO THE SUBJECT PROPERTY, VALUATION, GOVERNMENTAL APPROVALS,
GOVERNMENTAL REGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING
THE SUBJECT PROPERTY, INCLUDING, WITHOUT LIMITATION, (i) THE VALUE, CONDITION,
MERCHANTABILITY, MARKETABILITY, PROFITABILITY, SUITABILITY, HABITABILITY, OR FITNESS
FOR A PARTICULAR USE OR PURPOSE OF THE SUBJECT PROPERTY, OR (ii) THE MANNER OR
QUALITY OF THE SUBJECT PROPERTY.  EXCEPT
FOR ANY REPRESENTATION AND WARRANTY OF SELLER EXPRESSLY SET FORTH IN THIS
CONTRACT OR THE SPECIAL WARRANTY DEED, PURCHASER HAS NOT RELIED UPON AND WILL
NOT RELY UPON, EITHER DIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF
SELLER OR ANY AGENT OF SELLER. 
PURCHASER REPRESENTS THAT PURCHASER IS A KNOWLEDGEABLE PURCHASER OF REAL
ESTATE AND THAT PURCHASER IS RELYING SOLELY ON PURCHASER’S OWN EXPERTISE AND
THAT OF PURCHASER’S CONSULTANTS IN PURCHASING THE SUBJECT PROPERTY.  PURCHASER WILL CONDUCT SUCH INSPECTIONS AND
INVESTIGATIONS OF THE SUBJECT PROPERTY 


 


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AS PURCHASER DEEMS
NECESSARY, INCLUDING, BUT NOT LIMITED TO, THE PHYSICAL AND ENVIRONMENTAL
CONDITIONS THEREOF, AND SHALL RELY UPON SAME. 
UPON CLOSING, PURCHASER SHALL BE DEEMED TO HAVE RELEASED SELLER FROM AND
TO HAVE ASSUMED THE RISK THAT ADVERSE MATTERS, INCLUDING, BUT NOT LIMITED TO,
ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS, MAY NOT HAVE BEEN REVEALED BY
PURCHASER’S INSPECTIONS AND INVESTIGATIONS. 
PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING, SELLER SHALL SELL
AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE SUBJECT PROPERTY “AS IS,
WHERE IS,” WITH ALL FAULTS.  PURCHASER
FURTHER ACKNOWLEDGES AND AGREES THAT THERE ARE NO ORAL AGREEMENTS, WARRANTIES
OR REPRESENTATIONS, COLLATERAL TO OR AFFECTING THE SUBJECT PROPERTY BY SELLER,
ANY AGENT OF SELLER OR ANY THIRD PARTY. 
THE TERMS AND CONDITIONS OF THIS PARAGRAPH SHALL EXPRESSLY SURVIVE THE
CLOSING AND SHALL NOT MERGE WITH THE PROVISIONS OF ANY CLOSING DOCUMENTS.  SELLER IS NOT LIABLE OR BOUND IN ANY MANNER
BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION PERTAINING
TO THE SUBJECT PROPERTY FURNISHED BY ANY REAL ESTATE BROKER, AGENT, EMPLOYEE,
SERVANT OR OTHER PERSON, UNLESS THE SAME ARE SPECIFICALLY SET FORTH OR REFERRED
TO HEREIN.  PURCHASER FURTHER ACKNOWLEDGES
AND AGREES THAT THE PROVISIONS OF THIS PARAGRAPH WERE A MATERIAL FACTOR IN THE
DETERMINATION OF THE PURCHASE PRICE FOR THE SUBJECT PROPERTY.


 


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ARTICLE VIII


 


CONDITIONS PRECEDENT TO
CLOSING


 


A.            The obligation of Purchaser to close
this Contract shall, at the option of Purchaser, be subject to the following
conditions precedent:


 


a.             All of the representations,
warranties and agreements of Seller set forth in this Contract shall be true
and correct in all material respects as of the date hereof and at closing, and
Seller shall not have on or prior to closing, failed to meet, comply with or
perform in any material respect any conditions or agreements on Seller’s part
as required by the terms of this Contract.


 


b.             There shall be no change in the
matters reflected in the Title Commitment, and there shall not exist any
encumbrance or title defect affecting the Subject Property not described in the
Title Commitment except for the Permitted Exceptions.


 


c.             There shall be no changes in the
matters reflected in the Survey, and there shall not exist any easement,
right-of-way, encroachment, waterway, pond, flood plain, conflict or protrusion
with respect to the Subject Property not shown on the Survey.


 


d.             Purchaser shall have
obtained a standard Texas owner’s form of title insurance policy (the “Title
Policy”) issued by the Title Company and insuring Purchaser in the amount of
the Purchase Price that Purchaser has acquired good and indefeasible title to
the Subject Property, subject only to the Permitted Exceptions.  The Title Policy shall be at the sole cost
and expense of the Seller, including modification of the standard survey
exception so that it is limited to “shortages in area”.  Purchaser shall also be entitled to request
the Title Company to provide, at Purchaser’s sole cost and expense, such other
extended coverage and endorsements (or amendments) to the Title Policy as
Purchaser may reasonable require so long as such endorsements or amendments are
at no cost to Seller nor impose additional liability on Seller or delay the
Closing (the endorsements herein are not a condition precedent to
Closing).  Purchaser acknowledges and
agrees that the Title Policy may be actually delivered at a reasonable time
following the closing so long as Purchaser has received at closing a current
and binding Title Commitment obligating the Title Company to deliver the Title
Policy.


 


e.             Seller shall provide to Purchaser
written evidence, reasonably acceptable to Purchaser, showing the termination
of the lease of the Land and Improvements between TTLC, as lessor, and T76, as
lessee.


 


16

















 


If any such condition is not fully satisfied by
closing, Purchaser’s sole remedy shall be either  (a) to terminate this Contract by written notice to Seller
whereupon this Contract shall be cancelled, the earnest money deposit (less
$100.00) shall be returned to Purchaser by the Title Company and thereafter
neither Seller nor Purchaser shall have any continuing obligations one unto the
other (except for the obligations that expressly survive termination), or (b)
proceed with closing of the transaction hereunder notwithstanding such
condition.


 


B.            Provided
that Purchaser has applied for the Building Permit (as defined below) and is
diligently pursuing the procurement of same, the
obligation of Purchaser to close this Contract shall, at the option of
Purchaser, also be subject to the condition precedent that Purchaser shall have
obtained a building permit (the “Building Permit”) to make certain improvements
to the Subject Property necessary to operate a Smith & Wollensky
Restaurant.  If such condition is not
fully satisfied by closing, Purchaser’s sole remedy shall be either  (a) to terminate this Contract by written
notice to Seller whereupon (i) this Contract shall be cancelled, (ii) the
initial earnest money deposit of $25,000 shall be delivered to Seller by the
Title Company, (iii) any other earnest money deposited with the Title Company
by Purchaser to extend the closing date as set forth in Article IX hereunder
shall be returned to Purchaser by the Title Company, and (iv) thereafter
neither Seller nor Purchaser shall have any continuing obligations one unto the
other (except for the obligations that expressly survive termination), or (b)
proceed with closing of the transaction hereunder notwithstanding such
condition.


 


ARTICLE IX


 


CLOSING


 


The closing
hereunder shall take place at the offices of the Title Company.  The closing shall occur 45 days after the
effective date of this Contract.  Provided
that Purchaser has applied for


 


17

















 


the Building Permit and
is diligently pursuing the procurement of same, Purchaser shall have the right
to extend the closing for two (2) periods of 15 days each for a total of 30
additional days, upon:  (i) giving
written notice to Seller prior to or on the then scheduled closing date; and
(ii) depositing with the Title Company additional earnest money in the sum
of $50,000.00 per extension on or prior to the then scheduled closing
date.  Each additional earnest money
deposit shall be deemed nonrefundable (except in the event of (x) Seller’s
default under this Contract, or (y) failure of a condition precedent set forth
under this Contract) and shall be applicable to the purchase price.


 


ARTICLE X


 


SELLER’S OBLIGATIONS AT
CLOSING


 


At the closing, Seller shall do the following:


 


a.             TTLC shall deliver to Purchaser a
special warranty deed covering the Subject Property, duly signed and
acknowledged by TTLC, which deed shall be in form reasonably acceptable to
Purchaser for recording and shall convey to Purchaser good and insurable fee
simple title to the Land and the Improvements free and clear of all liens,
rights-of-way, easements and other matters affecting title to the Subject
Property, except for the Permitted Exceptions.


 


b.             T76 (and TTLC, if applicable) shall
deliver to Purchaser a bill of sale, duly executed and acknowledged by T76,
conveying and/or assigning to Purchaser the FF&E, the Operating Agreements
(to the extent accepted and approved by Purchaser), and the Intangibles, which
assignment shall include an assumption by Purchaser of the Operating Agreements
being assigned thereunder.


 


c.             Deliver such evidence or other
documents that may be reasonably required by the Title Company evidencing the
status and capacity of Seller and the authority of the person or persons who
are executing the various documents on behalf of Seller in connection with the
sale of the Subject Property.


 


d.             Deliver a non-withholding statement
that will satisfy the requirements of Section 1445 of the Internal Revenue Code
so that Purchaser is not required to withhold any portion of the purchase price
for payment to the Internal Revenue Service.


 


18

















 


e.             Deliver to Purchaser all keys to
all buildings and other improvements located on the Subject Property,
combinations to any safes thereon, and security devices therein in Seller’s
possession.


 


f.              Deliver to
Purchaser any other documents or items necessary or convenient in the
reasonable judgment of Purchaser to carry out the intent of the parties under
this Contract.


 


ARTICLE XI


 


PURCHASER’S
OBLIGATIONS AT CLOSING


 


At the closing, Purchaser shall:


 


a.             Deliver to TTLC the sum of
$2,100,000.000 (which amount shall be reduced by any earnest money deposited
with the Title Company) in immediately available funds as partial payment of
the purchase price.


 


b.             Deliver to TTLC the Note.


 


c.             Deliver to TTLC the Deed of Trust.


 


d.             Deliver such evidence or other documents
that may be reasonably required by the Title Company evidencing the status and
capacity of Purchaser and the authority of the person or persons who are
executing the various documents on behalf of Purchaser in connection with the
purchase of the Subject Property and the execution and delivery of the Note and
Deed of Trust.


 


e.             Deliver to Purchaser
any other documents or items necessary or convenient in the reasonable judgment
of Seller to carry out the intent of the parties under this Contract.


 


f.              Obtain for the benefit of TTLC a
standard Texas lender’s form of title insurance policy (the “Title Policy”)
issued by the Title Company and insuring TTLC in the amount of the Note that it
has a valid, first and superior lien against the Land and Improvements, subject
only to the Permitted Exceptions.  The
Title Policy for the benefit of TTLC shall be at the sole cost and expense of
the Purchaser.  TTLC shall also be
entitled to request the Title Company to provide, at TTLC’s sole cost and
expense, such other extended coverage and endorsements (or amendments) to the
Title Policy as TTLC may reasonable require so long as such endorsements or
amendments are at no cost to Purchaser nor impose additional liability on
Purchaser or delay the Closing (the endorsements herein are not a condition
precedent to Closing).  TTLC
acknowledges and agrees that the Title Policy may be actually delivered at a
reasonable time following the closing so long as TTLC has received at closing a
current and binding Title Commitment obligating the Title Company to deliver
the Title Policy.


 


19

















 


ARTICLE XII


 


COSTS AND ADJUSTMENTS


 


At closing, the
following items shall be adjusted or prorated between Seller and Purchaser:


 


a.             Seller shall pay and Purchaser
shall receive a credit of up to $3,000 for any costs incurred by Purchaser with
respect to the Survey;


 


b.             Real estate and personal property
ad valorem taxes for the Subject Property for the current calendar year shall
be prorated, and Seller shall pay to Purchaser, as a credit against the
purchase price, Seller’s pro rata portion of such taxes.  Seller’s pro rata portion of such taxes
shall be based upon taxes actually assessed for the current calendar year or,
if for any reason such taxes for the Subject Property have not been actually
assessed, such pro ration shall be based upon the amount of such taxes for the
immediately preceding calendar year, and adjusted by cash settlement when exact
amounts are available;


 


c.             Seller shall pay for Purchaser’s owners title policy as
set forth in Article VIII;


 


d.                                      Purchaser shall pay for Seller’s lenders title
policy as set forth in Article XI;


 


e.             Recording fees and escrow fees
shall be divided equally by Seller and Purchaser; and


 


f.              Seller and Purchaser shall each be responsible for the
fees and expenses of their respective attorneys.


 


ARTICLE XIII


 


DAMAGE OR DESTRUCTION
PRIOR TO CLOSING


 


In the event that
the Subject Property should be damaged by any casualty prior to closing, then
if the cost of repairing such damage, as estimated by an architect or
contractor retained pursuant to the mutual agreement of Seller and Purchaser,
is:


 


a.             Less than Two Hundred Thousand
Dollars ($200,000.00), then at Purchaser’s option, either (i) Seller shall
repair such damage as promptly as is reasonably possible, restoring the damaged
property at least to its condition immediately prior to such damage; and, in
the event such repairs have not been completed prior to closing, then the
closing shall nevertheless proceed as scheduled, and Purchaser may have the
Title Company


 


20

















 


withhold from Seller the funds
necessary to make such repairs until Seller has repaired such damage pursuant
to the provisions hereof, at which time such funds shall be distributed to
Seller or (ii) Purchaser may take an assignment of Seller’s proceeds and a
credit for Seller’s deductible under its applicable insurance policy (as
described in paragraph [b] below) and repair such damage;


 


or if said cost is:


 


b.             greater than Two Hundred Thousand
Dollars ($200,000.00), then, at Purchaser’s election, Seller shall pay to
Purchaser, at closing, all insurance proceeds payable for such damage, and the
sale shall be closed without Seller’s repairing such damage but with Purchaser
receiving a credit for the amount of any deductible provided for in the
applicable insurance policy, or, if Purchaser does not elect to accept such
insurance proceeds, then Purchaser may elect to terminate this Contract.


 


ARTICLE XIV


 


POSSESSION OF PROPERTY


 


Possession of the Subject Property shall be
delivered to Purchaser at closing.


 


ARTICLE XV


 


NOTICES


 


All notices,
demands, or other communications of any type given by the Seller to the
Purchaser, or by the Purchaser to the Seller, whether required by this Contract
or in any way related to the transaction contracted for herein, shall be void
and of no effect unless given in accordance with the provisions of this
paragraph.  All notices shall be in
writing and delivered to the person to whom the notice is directed, either in
person, by facsimile transmission, or by United States Mail, as a registered or
certified item, return receipt requested. 
All such notices shall be deemed given when received or refused by the
party to be noticed, and shall be addressed as follows:


 


21

















 


	
  Seller:

  	
   

  	
  Tollroad Texas Land Co., L.P.

  
	
   

  	
   

  	
  c/o Calvin C. Chandler

  
	
   

  	
   

  	
  10013 – 59th Street

  
	
   

  	
   

  	
  Lakewood, Washington 98499

  
	
   

  	
   

  	
  Telephone No.: 
  (253) 588-1788

  
	
   

  	
   

  	
  Facsimile No.: 
  (253) 584-8563

  
	
   

  	
   

  	
   

  
	
  With Required Copy To:

  	
   

  	
  Timothy Bunch

  
	
   

  	
   

  	
  10013 – 59th Street

  
	
   

  	
   

  	
  Lakewood, Washington 98499

  
	
   

  	
   

  	
  Telephone No.: 
  (253) 588-1788

  
	
   

  	
   

  	
  Facsimile No.: 
  (253) 584-8563

  
	
   

  	
   

  	
   

  
	
  Purchaser:

  	
   

  	
  The Smith & Wollensky Restaurant Group, Inc.

  
	
   

  	
   

  	
  1114 First Avenue

  
	
   

  	
   

  	
  New York, New York 
  10021

  
	
   

  	
   

  	
  Attn:  Jim
  Dunn

  
	
   

  	
   

  	
  Telephone No.: 
  (212) 838-2061

  
	
   

  	
   

  	
  Facsimile No.: 
  (212) 758-6027

  
	
   

  	
   

  	
   

  
	
  With Required Copy to:

  	
   

  	
  Hallett & Perrin, P.C.

  
	
   

  	
   

  	
  2001 Bryan Tower, Suite 3900

  
	
   

  	
   

  	
  Dallas, Texas 
  75201

  
	
   

  	
   

  	
  Attn: 
  Fielder F. Nelms, Esq.

  
	
   

  	
   

  	
  Telephone No.: 
  (214) 922-4109

  
	
   

  	
   

  	
  Facsimile No.: 
  (214) 922-4193

  



 


ARTICLE XVI


 


INDEMNIFICATION


 


Seller agrees to indemnify and hold Purchaser
harmless of and from any and all liabilities, claims, demands, suits, and
judgments, of any kind or nature, (i) resulting from the breach of a
representation, warranty, or covenant of Seller hereunder, or (ii) brought
by third parties and based on events or conditions occurring or existing on or
before the date of closing and which are in any way related to the ownership,
maintenance, or operation of the Subject Property, and all expenses related
thereto, including, but not limited to, court costs and attorneys’ fees.


 


22

















 


Subject to the representations, warranties,
covenants and indemnities of Seller hereunder, Purchaser agrees to indemnify
and hold Seller harmless of and from any and all liabilities, claims, demands,
suits, and judgments, of any kind or nature, brought by third parties and based
on events occurring subsequent to the date of closing and which are in any way
related to the ownership, maintenance or operation of the Subject Property, and
all expenses related thereto, including, but not limited to, court costs and
attorneys’ fees.


 


ARTICLE XVII


 


REMEDIES


 


In the event that
Seller fails to timely comply with all conditions, covenants and obligations of
Seller hereunder, it shall be an event of default and Purchaser shall have the
option (i) to terminate this Contract by providing written notice thereof to
Seller, in which event the earnest money (less $100.00) shall be returned
immediately to Purchaser by the Title Company and the parties hereto shall have
no further liabilities or obligations one unto the other; (ii) to waive any
defect or requirement and close this Contract; or (iii) sue Seller for specific
performance.


 


In the event that Purchaser fails to timely
comply with all conditions, covenants, and obligations Purchaser has hereunder,
such failure shall be an event of default, and Seller’s sole remedy shall be to
receive the earnest money.  The earnest
money is agreed upon by and between the Seller and Purchaser as liquidated
damages due to the difficulty and inconvenience of ascertaining and measuring
actual damages, and the uncertainty thereof, and no other damages, rights, or
remedies shall in any case be collectible, enforceable, or available to the
Seller other than in this paragraph defined, and Seller shall accept the
earnest money as Seller’s total damages and relief.


 


23

















 


ARTICLE XVIII


 


ASSIGNMENT


 


Purchaser may not
assign its rights under this Contract to anyone other than a Permitted Assignee
without first obtaining Seller’s prior written approval.  Purchaser may assign its rights under this
Contract to a Permitted Assignee without prior written consent of Seller.  For purposes of this Contract, a “Permitted
Assignee” shall mean any partnership, corporation, limited liability company or
other business entity owned or controlled by Purchaser.  Any assignment made by Purchaser shall (a)
not have the affect of extending the Inspection Period hereunder or the closing
date; (b) be pursuant to a written assignment, a copy of which will be provided
to Seller; and (c) shall not release Purchaser from any of its obligations
hereunder.


 


ARTICLE XIX


 


MISCELLANEOUS


 


1.             This Contract shall be construed
and interpreted in accordance with the laws of the State of Texas.  Where required for proper interpretation,
words in the singular shall include the plural; the masculine gender shall
include the neuter and the feminine, and vice versa.  The terms “successors and assigns” shall include the heirs,
administrators, executors, successors, and assigns, as applicable, of any party
hereto.


 


2.             This
Contract may not be modified or amended, except by an agreement in writing
signed by the Seller and the Purchaser. 
The parties may waive any of the conditions contained herein or any of
the obligations of the other party hereunder, but any such waiver shall be
effective only if in writing and signed by the party waiving such conditions
and obligations.


 


24

















 


3.             Each
person executing this Contract warrants and represents that he is fully
authorized to do so.


 


4.             In
the event it becomes necessary for either party to file a suit to enforce this
Contract or any provisions contained herein, the prevailing party shall be
entitled to recover, in addition to all other remedies or damages, reasonable
attorneys’ fees and costs of court incurred in such suit.


 


5.             The
descriptive headings of the several paragraphs contained in this Contract are
inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.


 


6.             This Contract (and the items to be
furnished in accordance herewith) constitutes the entire agreement between the
parties pertaining to the subject matter hereof and supersedes all prior and
contemporaneous agreements and understandings of the parties in connection
therewith.  No representation, warranty,
covenant, agreement, or condition not expressed in this Contract shall be
binding upon the parties hereto or shall affect or be effective to interpret,
change, or restrict the provisions of this Contract.


 


7.             This
Contract may be executed in multiple counterparts, and the counterparts
together shall constitute the single binding agreement of the parties.


 


8.             Purchaser
represents and agrees that:


 


(1)           To keep this transaction and all Due
Diligence Items (other than information which is a matter of public knowledge
or is provided in other sources readily available to the public) strictly
confidential; provided, however, that this transaction and any of
the Due Diligence Items may be disclosed (i) to employees of Purchaser, as well
as to Purchaser’s law and accounting firms and lenders (collectively, the
“Permitted Parties”), (ii) as required by law, including securities laws
disclosure requirements, and (iii) this transaction may be disclosed after it
is closed.  The Permitted Parties shall
be informed by Purchaser of the confidential nature of such information and
shall be directed by Purchaser to treat such information with strict
confidence.


 


25

















 


(2)           Except as permitted in (1) above,
Purchaser will not make any of the Due Diligence Items available, or disclose
any of the contents of the Due Diligence Items, to any person, unless (i) such
person has been identified to Seller, (ii) Seller has approved, in writing, the
furnishing of Due Diligence Items or such disclosure to such person, and (iii)
such person has entered into a confidentiality agreement with Seller, the
provisions of which agreement shall be substantially the same as the provisions
of this Article XIX, section 7.


 


(3)           In the event that this Agreement is
not consummated, Purchaser will promptly upon Seller’s request return to Seller
all Due Diligence Items furnished to Purchaser, whether furnished before or
after the date of this Agreement, without retaining copies thereof.


 


ARTICLE XX


 


REAL ESTATE COMMISSION


 


Provided that the
sale hereunder does in fact close, Seller shall pay a brokerage commission (i)
equal to 2% of the purchase price to The Weitzman Group (“Weitzman”), as
Seller’s agents, pursuant to a separate written agreement between Seller and
Weitzman, and (ii) equal to 2% of the purchase price to Staubach Retail
Services, Ltd. (“Staubach”), as Purchaser’s agents.  Seller represents and warrants to Purchaser that Seller has not
contacted or entered into any agreement with any other real estate broker,
agent, finder, or any other party in connection with this transaction, and that
Seller has not taken any action which would result in any other real estate
broker’s, finder’s, or other fees or commissions being due and payable to any
other party with respect to the transaction contemplated hereby.  Purchaser hereby represents and warrants to
Seller that Purchaser has not contracted or entered into any other agreement
with any real estate broker, agent, finder, or any other party in connection
with this transaction other than Staubach, and that Purchaser has not taken any
other action which would result in any other real estate broker’s, finder’s, or
other fees or commissions being due or payable to any other party with respect
to the transaction contemplated hereby. 
Seller hereby indemnifies and agrees to hold Purchaser harmless


 


26

















 


for any fees or
commissions of Weitzman and Staubach. 
Additionally, each party hereby indemnifies and agrees to hold the other
party harmless from any loss, liability, damage, cost, or expense (including
reasonable attorneys’ fees) resulting to the other party by reason of a breach
of the representation and warranty made by such party herein.  Notwithstanding anything to the contrary
contained herein, the indemnities set forth in this Article XX shall survive
the closing.


 


EXECUTED on this
the nineteenth day of July, 2002.


 


	
   

  	
   

  	
   

  	
   

  	
  SELLER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TOLLROAD TEXAS LAND CO., L.P., a Texas 

  limited partnership

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  Tollway Land Company LLC

  	
  , a 

  	
  Washington LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  , its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Calvin C. Chandler

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Calvin C. Chandler

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Its: 

  	
  Manager

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  TOLLWAY 76, L.P., a Washington limited 

  partnership

  
	
   

  	
   

  	
   

  	
   

  	
  By: 

  	
  RAM International GP, LLC

  	
  , a 

  	
  Washington LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  , its General Partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Jeffery B. Iverson Jr.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Jeffery B. Iverson Jr.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Its: 

  	
  Manager

  	
   

  
																		



 


27

















 


 


	
   

  	
  EXECUTED on this the nineteenth day of July, 2002.

  	 

	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  PURCHASER:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  THE SMITH & WOLLENSKY RESTAURANT 

  GROUP, INC., a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ James M. Dunn

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  James M. Dunn

  	
   

  	 

	
   

  	
   

  	
   

  	
   

  	
  Its: 

  	
  President

  	
   

  	 

												



 


RECEIPT OF EARNEST MONEY AND ONE (1) EXECUTED COUNTERPART OF THIS
CONTRACT IS HEREBY ACKNOWLEDGED:


 


TITLE COMPANY:


 


REPUBLIC TITLE OF TEXAS, INC.


 


	
  By:

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
  Its:

  	
   

  	
   

  
					



 


28

















 


EXHIBIT “A”


 


 


Lot 8, Block C of Greenway Addition, an addition to the City of Dallas,
Collin County, Texas, according to the plat thereof recorded in Volume J, Page
599, Map Records, Collin County, Texas.


 


29

















 


 


EXHIBIT
“B”


 


a. Smith & Wollensky – equipment
that PURCHASER will keep after closing


 


_ Bars & all bar equipment


 


	
  Smallwares – 

  	
  back of house only

  
	
   

  	
  SELLER 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


1 griddle (3’)


 


Cold cookline/pick up line


 


Vent a hoods


 


Coolers


 


Office equipment


 


4 TV’s


 


30

















 


a. SELLER – equipment that SELLER
will keep after closing


 


_ 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


 


31