<PAGE>

                                                                   EXHIBIT 10.16

                                                                  EXECUTION COPY














                                      FIRST


                         AMENDED AND RESTATED AGREEMENT

                                       OF

                               LIMITED PARTNERSHIP

                                       OF

                           ST. JAMES ASSOCIATES, L.P.





                                                  Dated:  as of December 1, 1999


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                           ST. JAMES ASSOCIATES, L.P.

                                TABLE OF CONTENTS

                                                                     Page

1.    DEFINITIONS......................................................2

2.    FORMATION........................................................8

3.    NAME.............................................................9

4.    TERM.............................................................9

5.    PURPOSE..........................................................9

6.    GENERAL AND LIMITED PARTNERS.....................................9

7.    CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS.........................10

8.    ADDITIONAL CAPITAL..............................................11

9.    RIGHTS, DUTIES AND OBLIGATIONS OF PARTNERS......................15

10.   PROFITS AND LOSSES; DISTRIBUTIONS...............................25

11.   RESTRICTIONS ON TRANSFER........................................34

12.   DEATH, RETIREMENT, BANKRUPTCY, ETC., OF A GENERAL PARTNER.......43

13.   LIMITED PARTNERS................................................44

14.   TERMINATION.....................................................45

15.   REPRESENTATIONS AND COVENANTS OF THE STILLMAN GROUP.............46

16.   INDEMNITY.......................................................49

17.   BOOKS AND RECORDS...............................................50

18.   BANK ACCOUNTS...................................................52

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19.   POWER OF ATTORNEY...............................................52

20.   DISTRIBUTION AFTER TERMINATION..................................55

21.   WITHDRAWAL......................................................55

22.   ARBITRATION.....................................................55

23.   NOTICES.........................................................56

24.   CAPTIONS........................................................57

25.   VARIATIONS IN PRONOUNS..........................................57

26.   MISCELLANEOUS...................................................57


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EXHIBIT A









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<PAGE>

                                      FIRST

                         AMENDED AND RESTATED AGREEMENT

                                       OF

                               LIMITED PARTNERSHIP

                                       OF

                           ST. JAMES ASSOCIATES, L.P.

      LIMITED PARTNERSHIP AGREEMENT made as of this 1st day of December, 1999,
by and among the parties signing this agreement.

                              W I T N E S S E T H :
                              - - - - - - - - - -

      WHEREAS, St. James Associates was organized as a New York limited
partnership pursuant to a Certificate of Limited Partnership filed in the office
of the County Clerk of New York County on September 13, 1977, as amended by a
Certificate of Amendment dated as of August 31, 1978 and filed in the said
office on January 25, 1979 and by a Certificate of Second Amendment of such
Certificate dated as of January 1, 1979 and filed in said office on January 10,
1980 and by a Certificate of Third Amendment dated as of January 1, 1979 and
filed in said office on March 4, 1980 and by a Certificate of Fourth Amendment
dated as of December 31, 1983 and filed in said office on April 24, 1984 and by
a Certificate of Fifth Amendment dated as of July 15, 1986 and filed in said
office on July 29, 1986 and by Certificate of Adoption of the New York

<PAGE>

Revised Limited Partnership Act filed with the Secretary of State of the State
of New York on May 7, 1992 and thereafter amended by Certificate of Amendment
filed August 20, 1997 with said Secretary Of State; and

      WHEREAS, the partners in St. James Associates set forth their respective
rights, duties and obligations pursuant to an Agreement of Limited Partnership
dated September 12, 1977, as modified and amended by a First Amendment of
Agreement of Limited Partnership dated as of January 1, 1979, by a Second
Amendment of Agreement of Limited Partnership dated as of January 1, 1979, by a
Third Amendment of Agreement of Limited Partnership dated as of October 1, 1980,
by a Fourth Amendment of Agreement dated as of December 31, 1983, by a Fifth
Amendment of Agreement dated as of January 20, 1984 and by a Sixth Amendment of
Agreement of Limited Partnership dated as of the 15th day of July, 1986; and

      WHEREAS, the parties desire to amend the Agreement of Limited Partnership
to reflect, among other matters, certain assignments of limited partnership
interests and the admission of all of the assignees as limited partners and the
granting to the General Partners of the authority to transfer all of the assets
of the Partnership to a limited liability company wholly owned by the
Partnership and thereafter to merge the Partnership into MW Realty Associates,
L.P., and to restate the entire Agreement of Limited Partnership, as so amended,
all as hereinafter set forth.

1.    DEFINITIONS


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            The following terms shall have the following meanings:

      (A) "Act" shall mean the Securities Act of 1933 as amended;

      (B) "Affiliate" shall have the meaning set forth in Rule 405 promulgated
under the Act;

      (C) "Agreement" shall mean this partnership agreement between the General
Partners and the Limited Partners, pursuant to which the Partnership was
organized, as the same has been and may, after the date hereof, be amended from
time to time;

      (D) "Available Funds" shall have the meaning set forth in Article 10
["Profits and Losses, Distributions"];

      (E) "Balance Sheet" shall have the meaning set forth in Article 15
["Representations and Covenants of the Stillman Group"];

      (F) "Contracts" shall have the meaning set forth in Article 15
["Representations and Covenants of the Stillman Group"];

      (G) "Code" shall mean the Internal Revenue Code of 1986, as amended;

      (H) "Capital Account" shall have the meaning set forth in Article 7
["Capital Contributions; Capital Accounts"];

      (I) "Capital Percentage" shall mean the ratio of the capital contributed
by a Partner to the capital contributed by all Partners as set forth on Exhibit
"A", as the same may be adjusted as permitted hereunder;


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<PAGE>

      (J) "Corporate General Partner" shall mean Chamblair Realty, Inc., one of
the General Partners of the Partnership;

      (K) "Distributions" shall have the meaning set forth in Article 10
["Profits and Losses; Distributions"];

      (L) "Excess Proceeds" shall have the meaning set forth in Article 10
["Profits and Losses; Distributions"];

      (M) "General Partners" shall mean Smith & Wollensky Operating Corp. and
Chamblair Realty, Inc., as a group;

      (N) "Gross Asset Value" shall mean, at any time (a) with respect to any
asset that has not been subject to adjustment pursuant to subparagraphs (D) or
(E) of Article 7 ("Capital Contributions; Capital Accounts"), the Initial Gross
Asset Value of such asset, adjusted by the depreciation (or cost recovery) or
amortization taken into account with respect to such asset for purposes of
determining Net Profits and Net Losses; and (b) with respect to any asset that
has been subject to adjustment pursuant to subparagraphs (D) or (E) of Article 7
("Capital Contributions; Capital Accounts"), the Gross Asset Value of such asset
immediately following the last such adjustment, adjusted by the depreciation (or
cost recovery) or amortization taken into account subsequent to such adjustment
with respect to such asset for purposes of determining Net Profits and Net
Losses.

      (O) "Group" shall mean the Investor Group or the Stillman Group, as the
context requires;


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      (P) "Initial Gross Asset Value" shall mean (a) in the case of an asset
that is contributed to the Partnership, the gross fair market value of such
asset on the contribution date, as determined by the General Partners; and (b)
in the case of any other asset, the basis of such asset at the time it as
acquired by the Partnership (as determined for federal income tax purposes);

      (Q) "Interest Notice of Election" shall have the meaning set forth in
Article 11 ["Restrictions on Transfer"];

      (R) "Interest Offered Price" shall have the meaning set forth in Article
11 ["Restrictions on Transfer"];

      (S) "Interest Option Notice" shall have the meaning set forth in Article
11 ["Restrictions on Transfer"];

      (T) "Investor Group" shall mean the following Partners: Leon Levy, Jack
Nash, Dr. Albert Willner, Myron Chase, James H. Levi, Peter Venison, Arnold
Adlin, Colin Keith and the Corporate General Partner, and any successor or
assign of any of the foregoing to the extent of the interest assigned, jointly
(except as otherwise provided in the Agreement) and severally;

      (U) "Limited Partner" shall mean any limited partner of the Partnership
and "Limited Partners" shall mean all limited partners collectively;

      (V) "Mortgage Proceeds" shall have the meaning set forth in Article 10
["Profits and Losses; Distributions"];


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      (W) "Net Profits or Net Losses" shall mean the gross revenues received by
the Partnership from operations less Operating Expenses (after adjustment for
any items in the nature of income, gain, expense or loss that are specially
allocated pursuant to paragraph (D) of Article 10 ["Profits and Losses;
Distributions"];

      (X) "New Master Limited Partnership" shall have the meaning set forth in
Article 9 ["Rights, Duties and Obligations of Partners"];

      (Y) "Notice of Election" shall have the meaning set forth in Article 11
["Restrictions on Transfer"];

      (Z) "Offered Price" shall have the meaning set forth in Article 11
["Restrictions on Transfer"];

      (AA) "Offering Partner" shall have the meaning set forth in Article 11
["Restrictions on Transfer"];

      (BB) "Operating Expenses" shall mean all expenses of the Partnership
except depreciation, investment credit, sales tax, mortgage recording tax,
transfer tax, franchise taxes, occupancy taxes, if any, unincorporated business
taxes, charitable contributions, interest, rent, if any, real estate taxes and
other similar items (however any of the foregoing may be characterized for tax
purposes) provided further, however, from and after January 1, 1979 Operating
Expenses shall mean all expenses of every kind and nature of the Partnership;


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      (CC)  "Option Notice" shall have the meaning set forth in Article 11
["Restrictions on Transfer"];

      (DD) "Partner" shall mean any signatory hereto (including the General
Partners) and a successor or assign thereof upon the admission of such successor
or assign as a Partner;

      (EE) "Partnership" shall mean the entity organized under this Agreement
and the certificates filed, from time to time, pursuant thereto;

      (FF) "Property" shall mean the leasehold interest in the land and building
(collectively) on which the Restaurant is operated;

      (GG) "Realty Partnership" shall mean a New York limited partnership known
as M W Realty Associates, L.P.

      (HH) "Realty Partnership Agreement" shall mean the limited partnership
agreement under which the Realty Partnership was organized, as the same has been
and may, after the date hereof, be amended from time to time;

      (II) "Recipient" shall have the meaning set forth in Article 11
["Restrictions on Transfer"];

      (JJ) "Recipient Group" shall have the meaning set forth in Article 11
["Restrictions on Transfer"];


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      (KK) "Restaurant" shall mean the first-class restaurant serving steak and
other meat and fish dinners and beverages to patrons primarily for sit-down
on-premises consumption at 797 Third Avenue, New York City;

      (LL) "Sales Proceeds" shall have the meaning set forth in Article 10
["Profits and Losses; Distributions"];

      (MM) "Stillman" shall mean SMITH & WOLLENSKY OPERATING CORP., one of the
General Partners

      (NN) "Stillman Group" shall mean the following Partners: Smith & Wollensky
Operating Corp., Bennett Benson, Ernest Kalman, Stanley Blumenfeld, Eugene
Byrne, James Gannon and Joseph Phair, as a group, and any successor or assign of
any of the foregoing, to the extent of the interest assigned, jointly and
severally;

      (OO) "Supplemental Capital Contribution shall have the meaning set forth
in Article 8 ["Additional Capital"];

      (PP) "Supplemental Contributor" shall have the meaning set forth in
Article 8 ["Additional Capital"];

      (QQ) "Term" shall have the meaning set forth in Article 4 ["Term"];

      (RR) "Treasury Regulations" shall mean the official Treasury Department
interpretations of the Code found in Title 26 of the Code of Federal
Regulations.

2.    FORMATION


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<PAGE>

            The parties hereto do hereby continue the Partnership formed
pursuant to the provisions of the Uniform Limited Partnership Law of the State
of New York and continued under the New York Revised Limited Partnership Act.
The office of the Partnership shall be c/o The Smith & Wollensky Restaurant
Group, Inc., 1114 First Avenue, New York, NY 10021, or such other place as the
General Partners may determine.

3.    NAME

            The Partnership shall be conducted under the firm name and style of
ST. JAMES ASSOCIATES, L.P.

4.    TERM

            The term of the Partnership ("Term") commenced on September 13, 1977
and shall continue until terminated as provided in Article 14 ("Termination").

5.    PURPOSE

            The principal purpose of the Partnership is to operate the
Restaurant in a portion of the building located on the real property at the
corner of Third Avenue and East 49th Street in New York City (said real property
and building and any fixtures or personal owned by the Partnership and located
therein being hereafter collectively called the "Property") and to conduct
therein all other activities related to such Restaurant.

6.    GENERAL AND LIMITED PARTNERS

      (A)   GENERAL PARTNERS



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<PAGE>

            SMITH & WOLLENSKY OPERATING CORP., a New York Corporation with an
office c/o The Smith & Wollensky Restaurant Group, Inc., 1114 First Avenue, New
York, NY 10021 ("Stillman") and CHAMBLAIR REALTY, INC., a New York corporation,
with an office c/o Warshaw Burstein Cohen Schlesinger & Kuh, LLP, at 555 Fifth
Avenue, New York, N. Y. 10017, shall be the General Partners.

      (B)   LIMITED PARTNERS

            The Limited Partners shall be the persons and entities whose names,
addresses, Group and respective Capital Percentages appear on Exhibit A as
Limited Partners.

7.    CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

      (A) The capital contributions with which the Partnership shall commence
business is $275,000. Each of the Partners has contributed to the capital of the
Partnership, in cash, the sum set forth opposite his name on Exhibit A.

      (B) A single capital account (the "Capital Account") shall be established
for each Partner on the books of the Partnership.

      (C) The Capital Account established for any Partner shall be maintained in
accordance with the rules set forth in Section 704 of the Code and the Treasury
Regulations promulgated thereunder. In the event that the General Partners
determine that it is prudent to modify the manner in which Capital Accounts, or
any credits or charges thereto are computed in order to comply with such
provisions, they may make


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<PAGE>

such modification, provided it is not likely to have a material effect on the
amounts distributable to any Partner upon dissolution of the Partnership
pursuant to Article 20 ("Distributions After Termination").

      (D) The Initial Gross Asset Value of all Partnership assets shall be
adjusted to their respective gross fair market values (taking Section 7701(g) of
the Code into account) as of the following times: (i) the acquisition of an
additional interest in the Partnership by any new or existing Partner in
exchange for more than a DE MINIMIS amount of money or other property; (ii) the
distribution by the Partnership to a Partner of more than a DE MINIMIS amount of
money or other property as consideration for an interest in the Partnership;
(iii) the liquidation of the Partnership within the meaning of Section
1.704-1(b)(2)(ii)(g) of the Treasury Regulations; and (iv) any other time to the
extent required by Section 704(b) of the Code and the Treasury Regulations
promulgated thereunder.

      (E) The Gross Asset Values of any asset distributed to a Partner by the
Partnership shall be adjusted to the gross fair market value (taking Section
7701(g) of the Code into account) of such asset on the distribution date, as
determined by the General Partners.

      (F) If a Partner transfers all or part of his Partnership interest or any
part thereof in accordance with Article 11 ("Restrictions on Transfers"), then
such Partner's Capital Account (or the portion thereof attributable to the
transferred interest) shall carry


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<PAGE>

over to the transferee.

8.    ADDITIONAL CAPITAL

      (A) No Partner is required to make an additional capital contribution
except as set forth in subparagraph (B). However, voluntary capital
contributions are permitted under the circumstances set forth below in
subparagraphs (C)-(D) of this Article 8.

      (B) If the Partnership requires additional funds at any time, or from time
to time, the Stillman Group shall advance and re-advance the first $50,000 of
those funds, and if $50,000 has been so advanced by the Stillman Group and has
not been repaid, in whole or in part, by the Partnership, the members of the
Investor Group shall (subject to compliance by the Stillman Group with its
obligations hereunder) advance and re-advance as and when needed by the
Partnership, as determined by the General Partners in their reasonable
discretion (which discretion may be exercised notwithstanding the willingness of
Partners or others to lend the Partnership money as permitted under Article 9
["Rights, Duties and Obligations of Partners"]) their respective PRO RATA shares
of a total of $50,000 (each Partner to advance up to the amount set forth on
Exhibit A opposite his name), provided however if, at any time, the unrepaid
advances of the Stillman Group is less than $50,000, the Stillman Group shall
first advance the difference and only after the total of all advances by the
Stillman Group which remains unrepaid by the Partnership aggregates $50,000 may
the Investor Group be requested, as set forth above, to advance (or re-advance)
any portion of the next $50,000; and provided further, however, that the


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obligations of the Stillman Group and the Investor Group under this subparagraph
(B) shall not at any time exceed the aggregate of $100,000 and shall be reduced
by the amount of any sums advanced and unrepaid under subparagraph (B) of
Article 8 of the Realty Partnership Agreement. All sums advanced hereunder shall
be repaid, without interest, as provided in Article 10 ("Profits and Losses,
Distributions").

      (C) If, at a time when the Partners are not obligated under subparagraph
(B), the business of the Partnership requires additional funds, or if the
contributions so required under subparagraph (B) are not made, the General
Partners, without waiving any other rights they may have, shall submit to the
Partners a plan to obtain such additional funds through pro rata voluntary
contributions 53% thereof from the Stillman Group and 47% thereof from the
Investor Group. If Partners holding an aggregate of 67 in Capital Percentage
(including members of the Investor Group holding 67 in Capital Percentage) then
approve the plan, the General Partners shall implement it and all Partners shall
be bound thereby. If the plan is not so approved, or if having been approved is
not implemented in accordance with its terms, the General Partners acting
jointly may either (1) seek to obtain a voluntary capital contribution or
contributions to the Partnership from one or more persons, firms or corporations
(including, but not limited to, existing Limited Partners who are members of the
Investor Group, the General Partners, or Affiliates of any of the foregoing)
desiring to make a capital contribution to the Partnership of all or part of the
required additional funds, upon such terms and conditions, and with such


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dilution or priorities in allocations or Distributions or both (including
adjustments in Capital Percentages) as the General Partners may reasonably
determine, and may admit additional partners for this purpose; or (2) obtain
from one or more persons, firms or corporations (including but not limited to,
existing Partners or Affiliates of the foregoing) loans of such sums as are felt
necessary, which loans shall be repayable on such terms as may be agreed to by
the General Partners, as permitted under Article 9 ("Rights, Duties and
Obligations of Partners"). (Any such voluntary contributions to the Partnership
by a person, firm or corporation [including but not limited to such existing
Partners or Affiliates of any of the foregoing] shall be called a "Supplemental
Capital Contribution" and the person, firm or corporation making such
Supplemental Capital Contribution shall be called a "Supplemental Contributor".)
To the extent any Supplemental Capital Contributions in excess of the amounts
needed are contributed, such excess Supplemental Capital Contributions shall be
promptly returned in such proportion as the General Partners shall determine,
without interest, to each Supplemental Contributor, but the Supplemental
Contributor shall not be entitled to the benefits of subparagraphs (C) and (D)
with respect to such excess.

      (D) Upon the making of a Supplemental Capital Contribution, the
Supplemental Contributor shall receive from the Net Profits, Net Losses and
Distributions, such priorities and preferences and, in addition, the Capital
Percentage that the General Partners shall reasonably determine to be
appropriate.


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      (E) Each of the Partners acknowledges that his failure to make the capital
contribution required under subparagraph (B) and the subsequent need for funds
at a time when the Partners are not obligated thereunder may subject the
Partnership and each of the other Partners to losses in an amount presently
impossible to calculate with any accuracy. Accordingly, each Partner accepts the
procedure whereby his interest in the Partnership may be diluted or subordinated
as provided in subparagraphs (C) and (D) of this Article, and as permitted under
Article 9 ("Rights, Duties and Obligations of Partners") as fair compensation
for the loss (in the nature of liquidated damages) which the Partnership and the
Partners who do make capital contributions will suffer, and not as a penalty.
Furthermore, except as provided for in this Article, neither the Partnership nor
any Partner or other person, firm or corporation shall have any other remedies,
and no Partner shall be subject to any liability other than as set forth in this
Article arising from the failure of a Partner to volunteer to make capital
contributions. The personal liability of the Partners to make capital
contributions under subparagraph (B) shall be limited to the respective sums set
forth on Exhibit A opposite each Partner's name plus interest as permitted by
law.

            All contributions made under this Article shall be sent to the
principal office of the Partnership in the manner set forth in the notice, or to
such other place as set forth in a notice.

9.    RIGHTS, DUTIES AND OBLIGATIONS OF PARTNERS


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      (A) Except as specifically qualified by this Agreement, the General
Partners shall have all the rights and powers and be subject to all of the
restrictions and liabilities of a general partner under the New York Revised
Limited Partnership Act.

      (B) As part of the ordinary business of the Partnership, the General
Partners shall manage the affairs of the Partnership and, in that connection,
without limitation, have all the powers of a partner in a partnership which is
not a limited partnership and owns, operates and manages a first-class
restaurant open to the public.

      (C) The General Partners may, but are not required to, borrow from any
source, including Partners or the Realty Partnership or Affiliates thereof, upon
such terms as the General Partners may determine. In connection with any such
loan which may be made, the General Partners may also agree to repay such loan
with or without interest prior to making any Distributions under Article 10
("Profits and Losses; Distributions").

      (D) Each Partner recognizes that the other Partners and their respective
Affiliates are presently engaged in other business ventures and activities which
could be considered to be competitive with the activities of the Partnership.
The General Partners and any Limited Partner may engage in other business
ventures of every nature and description, independently or with others,
including but not limited to, the real estate or restaurant businesses in all
its phases, even if same competes with the Partnership, and neither the
Partnership nor any Partner hereof shall have any rights in and to said


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independent venture, or the income or profits derived therefrom, by reason of
his interest in this Partnership.

      (E) Except as provided in this Agreement or in the Realty Partnership
Agreement, no Partner shall receive any fee for rendering management or
supervisory management services to the Partnership.

      (F) Subject to the subsequent provisions of this subparagraph (F), the
General Partners may employ, on behalf of the Partnership, such persons, firms
or corporations as they, in their sole judgment, shall deem advisable, necessary
or helpful for the proper and efficient operation and management of the business
of the Partnership, including a general contractor or management agents,
investment advisors, brokers, accountants and lawyers, even if any is an
Affiliate, on such terms and for such compensation as they, in their sole
judgment, shall determine, provided the compensation and terms are comparable to
those generally available in New York City from firms which are not related. The
fact that a Partner or any member of the family of a Partner or Affiliate of a
Partner is directly or indirectly interested in or connected with any person,
firm or corporation employed by the Partnership to render or perform a service,
or from which or whom the Partnership may buy merchandise or other property,
shall not prohibit the General Partners from employing such person, firm or
corporation or from otherwise dealing with him or it, provided the terms and
compensation are comparable with those available in New York City from firms
which are not related. Without limiting the


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foregoing, The Smith & Wollensky Restaurant Group, Inc. may be retained by the
Partnership to provide the Partnership and the Realty Partnership with all
necessary bookkeeping, accounting and normal legal services for which it will be
paid an annual fee of 2.3% of all Sales (hereafter defined) provided, however,
if the business of The Smith & Wollensky Restaurant Group, Inc. is not operated
and directed by Stillman, the Corporate General Partner may terminate the
retention of such entity and replace such entity with any person, firm and
corporation selected by the Corporate General Partner. As used herein, the term
"Sales" shall mean all monies received by the Partnership or for its account,
from the operation of the Restaurant, in cash, by credit card or otherwise, but
less, as to all the foregoing, in respect of the Restaurant, bona fide refunds
to customers, gratuities and tips in fact paid out by the Partnership to
employees of the Restaurant, the value of meals served to employees and taxes
imposed and paid by the Partnership on customer checks. If any portion of the
Property is occupied by The Smith & Wollensky Restaurant Group, Inc., or any
Affiliate, except as an office of the manager used exclusively for the business
of the Partnership or the Realty Partnership, The Smith & Wollensky Restaurant
Group, Inc. or such Affiliate shall pay the fair rental value therefor.

      (G) (1)   The General Partners are hereby authorized, without limitation,
(A) to maintain title to the assets of the Partnership in the name of an
individual or corporate nominee or (B) to transfer such assets to a duly
organized corporation in exchange for stock in said corporation, if in their
sole judgment and discretion the corporate form of


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organization would best serve the interests of the Partners hereto. Each Partner
shall have the same proportionate beneficial interest in the stock of said
corporation as he had with respect to the Partnership but the stock may be
issued in the name of the General Partners and held in trust for the benefit of
the Partners. Officers and Directors of such corporation shall be elected by the
Partners upon such terms and conditions as the General Partners, in their sole
discretion, deem advisable. The General Partners may elect to distribute the
stock to the Partners, in which event the Partners, as stockholders, shall
continue to be bound by the provisions of Article 9 ("Rights, Duties and
Obligations of Partners") and Article 10 ("Profits and Losses; Distributions")
and Article 8 ("Additional Capital") of this Agreement except that the
difference between the fair market value of the stock (determined by an
independent appraisal of the assets of the corporation) and the value at which
it is carried on the books of the Partnership shall be determined, and the
difference shall be credited or charged to the Partners in accordance with their
Capital Percentages.

            (2)   The General Partners are hereby authorized, without
limitation, to do any or all of the following: (A) to convert the Partnership
pursuant to the laws of the State of New York, Delaware or any other
jurisdiction, into a limited liability company and (B) to merge the Partnership
(or the limited liability company to which the Partnership was converted) and
the Realty Partnership (or the limited liability company to


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which the Realty Partnership was converted) into a limited liability company
organized pursuant to the laws of the States of New York, Delaware or any other
jurisdiction and, in such case, operate the businesses theretofore conducted by
the Partnership (or the limited liability company to which the Partnership was
converted) and by the Realty Partnership (or the limited liability company to
which it was converted), through separate divisions of such limited liability
company, or (C) to transfer all of its assets associated with owning and
operating the Restaurant to a limited liability company, wholly owned by the
Partnership and execute and deliver an operating agreement for such limited
liability company, the provisions of which do not alter the financial and
non-financial provisions, in any material respects, of this Agreement, and, upon
such transfer, execution and delivery, to merge the Partnership into the Realty
Partnership if, in the judgment of the General Partners, any of the foregoing
acts described in clause (A), (B) or (C) would best serve the interests of the
Partners. If the acts described in clause (A) or (B) occur, each Partner shall
have the same proportionate interest in the new entity (or in the appropriate
division of the limited liability company, if the limited liability company is
so operated), which such Partner had in the Partnership and, in the event of
such conversion to or merger into a limited liability company, said company (and
each of its divisions if the company is so operated) shall be managed by the
General Partners, as managers, and the Partners shall have interests as members
of the limited liability company, and the appropriate divisions thereof, in the
same proportion as they hold interests as Partners in


                                       20
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the Partnership and the operating agreement for any such limited liability
company, if it has separate divisions, shall provide for a single capital
account for each member consisting of two sub-accounts, one relating to the
operations heretofore conducted by the Partnership and the other relating to
operations heretofore conducted by the Realty Partnership, the opening balance
of each such sub- capital account will equal the final balance of the Capital
Account maintained for such Partner on the books of the Partnership and the
Realty Partnership, as applicable, and Net Profits and Net Losses shall be
allocated and Distributions made in the manner set forth in this Agreement and
in the Realty Partnership Agreement. In all other respects, the operating
agreement for any such limited liability company shall contain terms and
provisions identical to those of this Agreement and the Realty Partnership
Agreement.

      (H) Notwithstanding the provisions of subparagraph (G) of this Article,
the Corporate General Partner may at any time elect to organize a new limited
partnership (the "New Master Limited Partnership"), in which event the members
of the Investor Group will if requested by the Corporate General Partner at any
time, or from time to time, assign all, or any part, of their respective
partnership interests in the Partnership to such New Master Limited Partnership
and such New Master Limited Partnership may become a limited partner of this
Partnership. The partnership agreement of the New Master Limited Partnership
shall contain terms and conditions substantially similar to those of this
Agreement but in addition shall contain such additional terms and conditions


                                       21
<PAGE>

as may be reasonably requested by the members of the Stillman Group to protect
the rights and privileges of the Stillman Group under this Agreement. After the
transfer to the New Master Limited Partnership the general partner thereof may,
in his or its discretion, determine that it be preferable that the limited
partners of the New Master Limited Partnership again be limited partners of this
Partnership, in which event such partnership interests will, if requested, be
re-transferred, in whole or in part as so requested, to this Partnership
whereupon the assignees may again request to become Limited Partners of this
Partnership, but shall otherwise be revested with their other rights and
privileges hereunder.

      (I) No General Partner shall be liable, responsible or accountable in
damages or otherwise to any of the Limited Partners for acts performed within
the scope of the authority conferred by this Agreement, except for acts of
willful misconduct, fraud, bad faith or gross negligence, provided, however,
that such limitation shall not affect any of the rights granted the Partners by
the Act.

      (J) The General Partners shall, if requested, make the election described
in Section 754 of the Internal Revenue Code, or provisions comparable thereto,
at the time of such election.

      (K) The powers and rights of the General Partners, conferred under this
Agreement or by law, may be exercised by either of them except:


                                       22
<PAGE>

            (1)   Where the vote of the Partners is required as set forth in
subparagraph (L) of this Article 9; and

            (2)   The Corporate General Partner shall devote or cause to be
devoted to the Partnership business such time and effort which in its sole
discretion it feels is necessary for the proper conduct of the business of the
Partnership, and Stillman shall supervise the ownership and day-to-day
management of the Property and Restaurant without, except as set forth below,
obtaining the approval of the Corporate General Partner; and

            (3)   The consent or approval of all General Partners shall be
required for any decision concerning:

                  (a) the need for and method of obtaining additional funds
            solicited under Articles 8 ("Additional Capital") or 9 ("Rights,
            Duties and Obligations of Partners") and the admission of a new
            partner or the granting of any preferences to an existing Partner;

                  (b) (i) the sale, leasing or mortgaging of the Property or the
            Restaurant or (ii) the modification of any existing mortgage, lease
            or similar document;

                  (c) the granting of an option to purchase or lease the
            Property or the Restaurant;

                  (d) changing the operation of the Property from a Restaurant;


                                       23
<PAGE>

                  (e) incurring of an obligation -- contingent or otherwise --
            in excess of $5,000 in one transaction or in a series of related
            transactions (except for the incurring in a single transaction or
            series of related transactions the customary obligations of a
            restaurant business in excess of $10,000) or incurring any liability
            or obligation with an Affiliate;

                  (f) the making of any capital improvement in excess of $10,000
            to the Property or Restaurant;

                  (g) determining insurance coverage and limits;

                  (h) determining whether to cease conducting business;

                  (i) the content of the Partnership tax returns;

                  (j) determination of Sales, Net Profits, Net Losses, Available
            Funds, Distributions and Excess Proceeds;

                  (k) the institution of a lawsuit in which a claim of more than
            $3,000 is made or the selection of counsel in any action in which
            the Partnership is a party; and

                  (l) such other matters as provided in this Agreement are to be
            determined by "the General Partners".

            If all of the General Partners cannot agree on a decision concerning
      a matter in subparagraph (K)(3), the issue shall be submitted to
      Arbitration as provided under Article 22 ("Arbitration").


                                       24
<PAGE>


      (L) Notwithstanding the determination of both of the General Partners to
act, no action by the General Partners concerning a matter described in
subdivisions 3(a), (b)(i), (c) or (h) of this subparagraph (K) of this Article 9
shall be valid unless concurred in or ratified in writing by the holders of 67
in Capital Percentage, including 67 in Capital Percentage of the Investor Group.

10    PROFITS AND LOSSES; DISTRIBUTIONS

      (A)   The following terms shall have the following meanings:

            (1)   "Available Funds" shall mean all cash on hand, as determined
by the General Partners, exclusive of Excess Proceeds, less any funds the
General Partners may deem advisable to retain as reserves. At such time as the
General Partners determine that the unused balance of any such reserves
previously retained out of funds which would otherwise have been Available Funds
are no longer necessary, the same shall thereupon be deemed Available Funds.

            (2)   "Distributions" shall mean Available Funds or Excess Proceeds
paid to the Partners during any fiscal year.

            (3)   "Excess Proceeds" shall mean the aggregate of Sales Proceeds
and Mortgage Proceeds.

            (4)   "Sales Proceeds" shall mean the net cash proceeds of the sale
of all or any part of the Partnership assets (after payment of all expenses
incurred to collect


                                       25
<PAGE>

such proceeds), including promissory notes whether or not secured by a purchase
money mortgage (but excluding interest thereon, which shall be deemed Available
Funds) and including the net proceeds of a taking in condemnation or threat
thereof, or by any right of eminent domain, and any insurance proceeds available
after payment of expenses incurred to collect such proceeds and after any
application which may be required to restore the Property, less any funds the
General Partners may deem advisable to retain as reserves. At such time as the
General Partners determine that the unused balance of any such reserves
previously retained out of funds which would otherwise have been Sales Proceeds
are no longer necessary, the same shall thereupon be deemed Sales Proceeds.

            (5)   "Mortgage Proceeds" shall mean the net cash proceeds of (i)
borrowings by the Partnership, (ii) refinancing of any mortgage, (iii) advances
or additional advances under any mortgages, or (iv) sale-leaseback, after
deducting

                  (a) expenses, including amounts paid to brokers, in connection
            with the foregoing;

                  (b) sums sufficient for the payment of the mortgage or other
            indebtedness being refinanced and all other obligations required to
            be satisfied therefrom, provided, however, when the unused balance
            of any reserves retained are no longer needed to be reserved for
            such purposes, the same shall thereupon be deemed Mortgage Proceeds;

                  (c) cost of performance of all alterations, repairs, capital
            improvements or other work or the taking of any other action
            required by the mortgagee; and

                  (d) the use or the establishment of any reasonable reserves
            for working capital or for alterations, repairs or capital
            improvements or other work deemed advisable by the General Partners
            whether or not for the


                                       26
<PAGE>

            foregoing purposes, provided however that as the unused balance of
            any such reserves so retained are no longer necessary, the same
            shall become Mortgage Proceeds.

      (B) From and after the date of this Agreement and until the termination of
the Partnership, no Distributions to the Partners shall be made except as
provided in this Article.

      (C) The fiscal year of the Partnership shall be the calendar year or such
other fiscal year as the General Partners shall determine.

      (D) The Net Profits and Net Losses of the Partnership during each fiscal
year shall be computed as required under this Agreement and otherwise in
accordance with the principles generally accepted for tax accounting purposes
and shall first be specially allocated, to the extent required by Sections
1.704-1(b) and 1.704-2 of the Treasury Regulations, including the minimum gain
chargeback and partner minimum gain chargeback requirements of Section 1.704-2
of the Treasury Regulations and the qualified income offset requirements of
Section 1.704-1(b)(2)(ii) of the Treasury Regulations and thereafter shall be
allocated among the Partners as follows:

          (1)   First, each item of depreciation, investment credit, sales
tax, mortgage recording tax, transfer tax, franchise taxes, occupancy tax, if
any, unincorporated business taxes, charitable contributions, interest, rent, if
any, real estate taxes, Net Losses and other similar items (however any of the
foregoing may be characterized for tax purposes) available to the Partnership
shall be allocated 16.6667%


                                       27
<PAGE>

thereof to the Stillman Group and 83.3333% thereof to the Investor Group, to be
divided among each Partner in accordance with his respective Capital Percentage;
and then

            (2)   Net Profits of the Partnership after adjustment for the
foregoing items, shall be allocated 58.3333% thereof to the Stillman Group and
41.6667% thereof to the Investor Group, to be divided among each Partner in
accordance with his respective Capital Percentage; and

            (3)   Net Profits of the Partnership from a sale of all or any part
of the Property shall be allocated as follows:

                  (a) In such amount as will, after the allocations set forth in
            subparagraphs (D)(1), (D)(2), (D)(3)(a) and (D)(3)(b) (but not the
            items specially allocated pursuant to Sections 1.704-1(b) and
            1.704-02 of the Treasury Regulations), bring the balance of the
            Capital Accounts of the Stillman Group and the Investor Group into
            the ratio 58.3333 to 41.6667; and

                  (b) The balance, if any, in the manner set forth in
            subparagraph (F)(5) of this Article.

            (4)   Notwithstanding the provisions of subdivision (1) - (3) of
subparagraph (D), from and after January 1, 1979, the Net Profits and Net Losses
of the Partnership during each fiscal year shall be computed in accordance with
principles generally accepted for tax accounting purposes and shall be allocated
among the Partners as follows:

                  (a) Net Losses of the Partnership shall be allocated 16.6667%
            thereof to the Stillman Group and 83.3333% thereof to the Investor
            Group,


                                       28
<PAGE>

            to be divided among each Partner within each Group in accordance
            with his respective Capital Percentage;

                  (b) Except as provided in subdivision (D)(4)(c), Net Profits
            of the Partnership shall be allocated as follows:

                        (i) To the Partners referred to in subdivision 1 of
                  subparagraph (F) of Article 10, to the extent of the amount
                  distributed to each such Partner during the fiscal year; and

                        (ii) Of the remaining Net Profits, 53% thereof to the
                  Stillman Group to be divided among each Partner of the
                  Stillman Group in accordance with his respective Capital
                  Percentage, and 47% thereof to the Investor Group to be
                  divided among each Partner of the Investor Group in accordance
                  with his respective Capital Percentage;

                  (c) Net Profits of the Partnership from the sale of all or any
            part of the Property shall be allocated in the following amounts and
            order:

                        (i) first, to the Partners having negative capital
                  balances in their capital accounts (after adjustment for Net
                  Profits or Net Losses for the year of such sale and for items
                  of income and gain separately allocated pursuant to Sections
                  1.704-1(b) and 1.704-2 of the Treasury Regulations) to the
                  extent of such negative


                                       29
<PAGE>

                  balances so as to bring the capital balances of such Partners
                  to zero; and

                        (ii) second, any balance if all of the Property has been
                  sold, or all of the net profits if less than all of the
                  Property has been sold, shall be allocated to the Stillman
                  Group and the Investor Group in the ratio of 53 to 47, to be
                  divided among each Partner within each Group in accordance
                  with his respective Capital Percentage.

            (5)   If any Partner was not a Partner (or assignee) for an entire
year, the foregoing allocations to such Partner shall be the proportion thereof
consistent with the portion of year during which he was a Partner (or assignee).

            If any Partner was not a Partner (or assignee) for an entire year,
the foregoing allocations to such Partner shall be the proportion thereof
consistent with the portion of the year during which he was a Partner.

      (E) The General Partners shall, from time to time, as they deem
appropriate, but at least monthly, determine the amount of Available Funds and
Excess Proceeds, if any.

      (F) For each fiscal year (considered independently without reference to
any previous fiscal year except as set forth below), any Available Funds or
Excess Proceeds, or both, shall be paid in the following manner, amount and
sequence:


                                       30
<PAGE>

            (1)   For any fiscal year beginning on or after January 1, 1984, to
each Partner, an amount equal to such Partner's New York City Unincorporated
Business Tax or Corporation Business Tax liability for the preceding fiscal year
attributable to Partnership income paid or allocated to such Partner in the
preceding fiscal year. Such amount may not exceed the lesser of (a) the City of
New York Unincorporated Business Tax savings realized by the Partnership for its
preceding fiscal year from the exemption which it receives under Section
S46-9.0(2) of the New York City Administrative Code attributable to the income
paid or allocated to such Partner; or (b) the Partner's total New York City
Unincorporated or Corporation Business Tax for the preceding fiscal year; and
then

            (2)   Available Funds or Excess Proceeds, or both, shall be paid to
the Partners to whom preferences in Available Funds or Excess Proceeds have been
promised as conditions to their making capital contributions or loans under the
provisions of Articles 8 ("Additional Capital") and 9 ("Rights, Duties and
Obligations of Partners") and have not been previously repaid hereunder or under
subparagraph (F)(1) of Article 10 of the Realty Partnership Agreement; and then

            (3)   Available Funds or Excess Proceeds, or both, shall be paid to
the members of the Investor Group who have made advances as contemplated by
Article 8(B) ("Additional Capital") to the extent that such sums, without
interest thereon, have not


                                       31
<PAGE>

been previously repaid hereunder or under subparagraph (F)(2) of Article 10
("Profits and Losses; Distributions") of the Realty Partnership Agreement; then

            (4)   Available Funds or Excess Proceeds, or both, shall be paid to
the Stillman Group who have made advances as contemplated by Article 8(B)
("Additional Capital") to the extent that such sums, without interest thereon,
have not been previously repaid hereunder or under subparagraph (F)(3) of
Article 10 ("Profits and Losses; Distributions") of the Realty Partnership
Agreement; then

            (5)   The balance of Available Funds, if any, still remaining shall
be distributed as follows:

                  (a) 53% thereof to the Stillman Group, to be divided among
            each Partner of the Stillman Group in accordance with his Capital
            Percentage; and

                  (b) 47% thereof to the Investor Group, to be divided among
            each Partner of the Investor Group in accordance with his respective
            Capital Percentage.

            (6)   The balance of Excess Proceeds, if any, still remaining shall
be distributed as follows:

                  (a) 53% thereof to the Stillman Group to be divided among each
            Partner of the Stillman Group in accordance with his Capital
            Percentage; and


                                       32
<PAGE>

                  (b) 47% thereof to the Investor Group, to be divided among
            each Partner of the Investor Group in accordance with his respective
            Capital Percentage.

      (G) Subject to the provisions of subparagraphs (F)(1) to (F)(4) inclusive
of this Article, any Excess Proceeds received upon a foreclosure of the
mortgages or other sale of the entire Property and the termination of the
Partnership (less sums previously paid hereunder or under subparagraph (G) of
Article 10 of the Realty Partnership Agreement ("Profits and Losses;
Distributions")) shall be paid to those Partners having positive capital
balances in amounts equal to such positive capital accounts and in settlement
thereof.

      (H) In the event that at any time payments are due under subparagraphs
(F)(1), (F)(2) or (F)(3) of this Article, more than one advance has not been
repaid, repayments shall be made in the inverse order in which such advance was
made unless the General Partners otherwise agree with each Partner making such
advance, and as between advances made concurrently, the same shall be repaid PRO
RATA within each such category. The foregoing requirement shall not prevent the
General Partners from subordinating the foregoing priorities to those of parties
who have loaned money or contributed capital to the Partnership if, in its
discretion, such subordination is in the best interests of the Partnership.


                                       33
<PAGE>

11    RESTRICTIONS ON TRANSFER

      (A) Except as hereinafter set forth in this Article, no Partner shall
sell, assign, transfer or otherwise dispose of or encumber his, her or its
Partnership interest or any part thereof. Any sale, assignment or transfer in
violation of the provisions of this Article 11 is void, AB INITIO.

      (B)   (1) (a) Any member of the Investor Group (including a legal
            representative thereof) may, at any time, or from time to time,
            sell, assign or transfer all or any portion of his Partnership
            interest to any other Partner so long as all transfers of interests
            in the Partnership in any twelve (12) month period aggregate less
            than 50% of all interests in the Partnership. No assignment shall be
            effective unless there is first delivered to the Partnership: (i) an
            executed and acknowledged copy of any assignment; (ii) the agreement
            in writing of the assignee, expressly stating that the interest
            assigned is subject to all of the terms and conditions of this
            Agreement, including, without limitation, the provisions of this
            Article 11; and (iii) a statement executed by the assignee stating
            that such assignee is acquiring such interest solely for the account
            of such assignee for investment and not with a view to distribution,
            fractionalization or resale thereof.


                                       34
<PAGE>

                  (b) Any Partner, or any person, corporation, partnership or
            limited liability company to whom an interest in the Partnership has
            been duly assigned in accordance with this Agreement, may sell,
            assign or transfer all or any portion of his, her or its interest in
            the Partnership to (i) his or her spouse or (ii) his or her adult
            lineal decedents or (iii) any beneficiary named in the Last Will of
            such assignor which is duly admitted to Probate or (iv) Trustees of
            an Inter-vivos or Testamentary Trust created by the assignor for the
            benefit of any of the foregoing persons listed in clauses (i) to
            (iii) inclusive of this subparagraph (B)(1)(b), or (v) any
            corporation, partnership or limited liability company wholly
            controlled by any of the persons listed in the clauses (i) to (iv)
            inclusive of this subparagraph (B)(1)(b) or (vi) a former spouse or
            any person or entity described in clauses (i) to (v) inclusive of
            this subparagraph (B)(1)(b) pursuant to a binding decree of divorce,
            dissolution of marriage, annulment, legal separation or a binding
            agreement incidental to any such decree in settlement of marital or
            property rights, or both; provided, however, (x) such transfer
            together with all other transfers of interests in the Partnership in
            any twelve (12) month period aggregate less than 50% of all
            interests in the Partnership, (y) the assignor and assignee shall
            comply with the requirements of clauses (i), (ii) and (iii) of
            subparagraph


                                       35
<PAGE>

            (B)(1)(a) above and (z) the assignor shall deliver to the
            Partnership an instrument in form and content satisfactory to the
            Partnership executed and acknowledged by all equity owners of any
            assignee which is an entity described in either clause (v) or (vi)
            agreeing to the provisions of the next sentence of this
            subparagraph. A transfer of any equity or other interest in any
            assignee which is a corporation, partnership or limited liability
            company must be only to a natural person who meets one of the
            requirements of clauses (i) to (iv) or (vi) of this subparagraph
            (B)(1)(b).

            (2)   No assignee shall become a substituted Limited Partner without
the consent in writing of a General Partner (which consent may be arbitrarily
withheld) and compliance with the other provisions of this subparagraph.

            (3)   Any request by an assignee to become a substituted Limited
Partner in place of his assignor must be accompanied by (a) a duly executed and
acknowledged written assignment in form approved by a General Partner setting
forth the request of the assignor that the assignee become a substituted Limited
Partner in his place; (b) the execution, acknowledgment and delivery by the
transferee of a power of attorney containing the powers provided for in Article
19 ["Power of Attorney"]; (c) the payment of the reasonable fees and expenses of
the General Partners, including their respective counsel's fees incurred in
connection with the request; and (d) the execution, acknowledgment and delivery
of such other instruments as the General Partners may


                                       36
<PAGE>

reasonably deem necessary or desirable to effect such substitution. No
substitution will be effective until the General Partners have consented
thereto. The General Partners may file an amended certificate reasonably
promptly after consenting thereto.

      (C)   (1)   If, at any time after one year from the date hereof, any
Partner shall desire to sell all or any part of his interest in the Partnership,
he shall give notice ("Interest Option Notice") to the other Partners of that
desire and of the price ("Interest Offered Price") and other terms upon which he
desires to sell his interest, provided however, that no member of the Stillman
Group may give the Interest Option Notice until first obtaining the written
consent of the members of the Investor Group who hold 67 or more in Capital
Percentage of that Group.

            (2)   The Interest Option Notice shall be deemed to be an offer on
his behalf ("Offering Partner") to each other Partner ("Recipient") to elect by
notice in writing ("Interest Notice of Election") that the Recipient shall
purchase the entire interest of the Offering Partner at a price equal to the
Interest Option Price and otherwise upon the terms and conditions set forth in
the Interest Option Notice, except that the maximum amount of cash payable at
the closing will be the sum of (a) the amount of all capital contributions made
by the Offering Partner less Excess Proceeds received by the Offering Partner as
of the date the Interest Notice of Election was sent and (b) one fifth (1/5) of
the balance of the Interest Option Price. The remaining balance of the Interest
Option Price shall be paid in four (4) equal annual installments commencing one
(1) year from the date


                                       37
<PAGE>

of closing, with interest on the unpaid balance at the rate of 8-1/2% per annum,
provided, however, that the Recipient shall prepay in any year such amount of
principal that will result in minimum principal payments during each twelve (12)
month period after the closing of $75,000. Upon the sending of an Interest
Option Notice, the Offering Partner shall have no further rights to invoke the
provisions of subparagraphs (B), (D) or (E) of this Article, unless a closing of
the sale has not occurred by reason of the default of the Recipient.

            (3)   Each Recipient shall have a period of thirty (30) days within
which to serve an Interest Notice of Election (copies of which shall be sent to
all Partners) designating whether he elects to accept the option to purchase the
interest of the Offering Partner upon the terms and conditions set forth in the
Interest Option Notice. If the offer described in subparagraph (C)(2) is
accepted, a closing shall occur at 10:00 A.M., at the office of the Partnership,
on the date set forth in the Interest Notice of Election (which date shall be no
earlier than the 30th day or later than the 60th day after the mailing of the
Interest Notice of Election) as determined by the Recipient, at which time the
Offering Partner shall sell, assign and convey to the purchaser the entire
interest of said Partner in the Partnership and the purchaser shall purchase
such interest at the Interest Option Price and otherwise on the terms and
conditions set forth in the Interest Option Notice. If more than one Recipient
sends an Interest Notice of Election, the interest being sold shall be sold to
all Recipients PRO RATA in accordance with their respective Capital Percentages
and


                                       38
<PAGE>

the closing date shall be on the 60th day after the mailing of the Interest
Notice of Election.

            (4)   If no timely Interest Notice of Election is sent, the Offering
Partner may sell, assign and convey to any person, firm or corporation all of
his partnership interest at the price and upon the terms and conditions in said
Interest Option Notice and otherwise in compliance with the provisions of
subparagraph (B)(1) of this Article, provided however, that if the Offering
Partner has not so conveyed the interest described in the Interest Option Notice
upon the terms and conditions set forth therein within sixty (60) days of the
sending of the Interest Option Notice, the Offering Partner must, prior to any
sale of all or any part of his partnership interest, again comply with the
provisions of subparagraph (C) of this Article 11.

      (D)   (1)   If, at any time, a member of the Stillman Group has failed to
obtain the consent of the Investor Group to sell, assign or transfer his
interest, as required under subparagraph (C) of this Article, and within 120
days of such failure so to consent, any member of the Stillman Group receives a
bona fide written offer to purchase all of the assets of the Partnership, which
offer is acceptable to the members of the Stillman Group holding 67 in Capital
Percentage of that Group, he shall give notice ("Option Notice") to the Investor
Group stating that he has received (a) a bona fide written offer to purchase all
of the assets of the Partnership, setting forth the price offered ("Offered
Price"), (b) a certified check for ten (10%) percent of the Offered Price, (c) a
statement from the


                                       39
<PAGE>

prospective purchaser setting forth the brokers, if any, with whom he dealt in
connection with the proposed sale and the amount of commissions that may be due
the brokers, (d) an agreement by any such brokers that it or they will be
entitled to commissions from the Partnership only if, as and when title closes,
and (e) an executed contract for the purchase of all of the assets of the
Partnership conditioned upon the acceptance of the offer within thirty (30) days
by the Partnership. The Option Notice shall include true copies of the
instruments described in subdivisions (a) to (e) inclusive.

            (2)   The Option Notice shall be deemed to be an offer on behalf of
the Stillman Group to the Investor Group to elect by notice in writing ("Notice
of Election") either that (a) the Partnership, or (b) the Investor Group shall
purchase the entire interest of the Stillman Group at a price ("Option Price")
equal to the net sum the Stillman Group would receive (and be payable upon the
same terms and conditions) if the Partnership accepted the offer, closed the
sale on the same terms and conditions set forth in the Option Notice and
thereupon liquidated the Partnership. Upon the sending of an Option Notice, the
Stillman Group shall have no further rights to invoke the provisions of
subparagraphs (B), (C) or (E) of this Article unless a closing of the sale of
all the assets of the Partnership has not occurred by reason of the default of
any member of the Investor Group or of the Partnership.

            (3)   The Investor Group shall have a period of twenty (20) days
within which to serve a Notice of Election designating which option, if any, it
elects to accept. If


                                       40
<PAGE>

the option described is accepted, a closing shall occur at 10:00 A.M., at the
office of the Partnership, on the date set forth in the Notice of Election
(which date shall be no later than the 190th day after the mailing of the Notice
of Election) at which time the Stillman Group shall sell, assign and convey to
the Partnership or to the Investor Group, as the case may be, the entire
interest of said Group in the Partnership which shall purchase such interest at
a price equal to the Option Price, subject to the liabilities of the
Partnership, upon the terms and conditions set forth in the Option Notice.

            (4)   If a timely Notice of Election is not sent, the bona fide
written offer shall be deemed to have been accepted and the Partnership shall
sell, assign and convey all of the assets thereof to the person named in the
Option Notice at the price and upon the terms and conditions contained in said
Option Notice.

            (5)   The members of each Group shall, from time to time, execute,
acknowledge and deliver, at the reasonable request of the General Partner who is
a member of the other Group, all affidavits, letters of direction, consents or
approvals, that may be necessary to effectuate the purposes of subparagraphs
(D)(3) and (D)(4) of this Article.

            (6)   During the period between the sending of an Option Notice and
the Closing of the sale to the Investor Group or the Partnership:

                  (a) Any General Partner who is a member of the Stillman Group
            and each member thereof shall not unreasonably withhold or delay


                                       41
<PAGE>

            its or their consent to the taking of any action desired by the
            Investor Group or by the General Partner which is a member of the
            Investor Group.

                  (b) No member of the Stillman Group shall be required or
            requested to make Supplemental Capital Contributions or loans to the
            Partnership.

                  (c) The General Partner which is a member of the Stillman
            Group shall not be entitled to any compensation or income arising
            from any services performed for the benefit of the Partnership.

                  (d) Except as set forth above, all of the terms and conditions
            of the Agreement shall remain in full force and effect.

            For the purposes of the provisions of subparagraph (D) of this
Article 11, each member of each Group shall be bound by the decision of the
holders of 67 in Capital Percentage of that Group.

      (E) In the event that, at any time after one year from the date hereof,
the holders of a majority in Capital Percentage of the Investor Group desire to
sell their entire interests in the Partnership, such holders may notify the
Stillman Group of the purchase price and the terms upon which such holders (and
no other members of the Investor Group) will either (a) sell their entire
Partnership interests to the Stillman Group or to the Partnership, or (b)
purchase, or cause the Partnership to purchase, from the Stillman Group the
entire Partnership interests of the Stillman Group. The Stillman Group shall


                                       42
<PAGE>

have a period of forty-five (45) days within which to elect which option, if
any, it elects to accept. If the members of the Stillman Group are not
unanimous, then the decision of a majority in Capital Percentage shall be
binding on all members, and if no notice is sent, the Stillman Group shall be
deemed to have elected to purchase the Partnership interests of such members of
the Investor Group (without affecting the rights of the balance of the members
of the Investor Group). Upon acceptance of the option, a closing shall be held
at the time and in the manner set forth in subparagraph (D)(3) except that the
actual date of closing shall be determined by the purchaser, who may also elect
in such notice to cause the Partnership to redeem the interest of such holders.

      (F) The Partners may, at any time, and from time to time, transfer their
partnership interests, in whole or in part, to the New Master Limited
Partnership as permitted under Article 9 ("Rights, Duties and Obligations").

      (G) In the event that any Partner transfers his interest in the
Partnership (to the extent permitted by this Agreement) such member or his
transferee may require the Partnership to make the election permitted under
Section 754 of the Code or any comparable statutory provision then in effect, in
which event the Partnership shall duly make such election, unless the making of
such election shall, in the opinion of counsel to the Partnership, have a
material adverse tax or financial impact on any of the non-transferring
Partners.


                                       43
<PAGE>

12    DEATH, RETIREMENT, BANKRUPTCY,
      ETC., OF A GENERAL PARTNER

            In the event of the retirement, bankruptcy or, in the case of an
individual, adjudication of insanity or incompetency or death, of a General
Partner, the Partnership shall be dissolved and terminated unless the surviving
General Partner, or if there be none, the Limited Partners shall within one
hundred and twenty (120) days of such death, retirement, adjudication, removal
or bankruptcy by unanimous vote of the Limited Partners or their legal
representatives (A) elect to continue the Partnership and (B) designate one or
more successor General Partners.

            If the Partnership continues, the Partnership interest of such
deceased, retired, incompetent, removed or bankrupt General Partner, if any,
shall become a Limited Partners' Interest of which a portion of its Capital
Percentage sufficient to vest in the new General Partner a Capital Percentage of
1 and shall be allocated to such surviving or successor General Partner with the
balance thereof allocated to such former General Partner.

            The parties shall execute and deliver such documents as may be
necessary to accomplish the foregoing.

13    LIMITED PARTNERS


                                       44
<PAGE>

      (A) No Limited Partner shall participate in the management or control of
the Partnership's business. The foregoing shall not prevent a General Partner
who is also a Limited Partner from acting as a General Partner, or prevent the
Limited Partner from voting on the matters set forth in subparagraph (K)(3) of
Article 9 ("Rights, Duties and Obligations of Partners") or being employed in
the business of the Partnership. Except as otherwise provided in Article 8
("Additional Capital") the Limited Partners shall be liable for obligations of
the Partnership only to the extent of the statutory requirement set forth in
Section 121-502 of the Revised New York Limited Partnership Act ["Liability for
Contributions] to contribute, with interest, capital returned to a Partner.

      (B) If any individual Limited Partner shall die, his executor or
administrators (or if he shall become insane, his committee or representative)
shall, upon executing, acknowledging and delivering to the Partnership an
agreement in writing, assuming and agreeing to be bound by this Agreement and
approving the power of attorney set forth in Article 18 ("Power of Attorney"),
be deemed to be an assignee of such deceased or insane Limited Partner and shall
have the same rights that such Limited Partner would have had if he had not died
or had not become insane, subject to the terms, provisions and conditions of
this Agreement, as if such Limited Partner had not died or become insane.

14    TERMINATION

            The Partnership shall terminate upon the happening of any of the
following events:


                                       45
<PAGE>

      (A) Upon the sale or transfer of the last remaining property, real or
personal, held by the Partnership (except, in any such case, to an individual
nominee or corporate nominee) provided however, if in connection with such sale
a purchase money mortgage is received, such mortgage may be transferred to an
agent to be held, administered and enforced for the benefit of the Partners.

      (B) The retirement or bankruptcy of any General Partner or the
adjudication of insanity or incompetency or death, of an individual General
Partner and the failure in any such instance of the surviving General Partner,
if any, or the Limited Partners to elect to continue the Partnership as provided
in Article 12 ("Death, Retirement, Bankruptcy, Etc. of a General Partner").

      (C) December 31, 2068.

15    REPRESENTATIONS AND COVENANTS
      OF THE STILLMAN GROUP

      (A) In order to induce the Investor Group to execute this Agreement and
make the capital contributions required hereunder, the Stillman Group warrants
and represents as follows:

            (1)   Entertainment Concepts, Inc. entered into two written
contracts, each dated August 3, 1977, with Michael F. Drinkhouse ("Contracts")
for the purchase of real property located at 49th Street and Third Avenue for a
total purchase price of approximately $1,000,000 of which $75,000 to be paid in
cash, $406,592 to be paid by taking title subject to a first mortgage, $468,408
to be paid by taking title subject to a


                                       46
<PAGE>

second mortgage, and the balance, $50,000, for the purchase of certain fixtures
and personal property. Title closed under the Contracts in accordance with their
terms on August 22, 1977, with adjustments as of August 17, 1977. Stillman has
caused Entertainment Concepts, Inc. to convey the real and personal property
which is the subject matter of the Contracts to the Realty Partnership,
concurrently therewith.

            (2)   Stillman has obtained an assignment to the Realty Partnership
of all rights to the good will and trade name "MANNY WOLF".

            (3)   The Restaurant formerly operated at 49th Street at Third
Avenue, had a legal seating capacity of 188 persons and is not now contemplated
to be designated a "landmark".

            (4)   Stillman has heretofore delivered to the Investor Group the
following financial statements signed by Stillman:

                  (a) Balance Sheet of Stillman, as at July 31, 1977, prepared
            by Clifford Management Group, Inc. ("Balance Sheet"); and

                  (b) Federal income tax returns of Tuesday's, Inc.,
            Wednesday's, Inc., Thursday's, Inc. and Stillman & Horton, a
            partnership, prepared by M. J. Stillman & Co., for the calendar
            years ended December 31, 1974, 1975 and 1976.


                                       47
<PAGE>

            The foregoing Balance Sheet fairly presents the financial position
of Stillman as at the date thereof, and the income tax returns fairly present
the results of the operations of Stillman's restaurants for the periods referred
to therein.

            (5)   As of the date hereof, Stillman has no liabilities, debts or
obligations of a nature customarily reflected in the body or footnotes of a
balance sheet whether accrued, absolute, contingent or otherwise, except as set
forth on the Balance Sheet, and the only liabilities or obligations incurred on
behalf of the Partnership have been disclosed in a letter delivered concurrently
to the Corporate General Partner.

            (6)   There is no broker who brought about the transaction pursuant
to which this Partnership Agreement is being executed and the property acquired.

            (7)   No other person, firm or corporation other than the
signatories to this agreement as members of the Stillman Group, has any interest
direct or indirect in this property or in this transaction. Each member of the
Stillman Group is over the age of twenty-one (21) years, has sufficient net
worth to afford to lose his entire investment, is sophisticated in investments
of this type, has been fully advised that he may lose his entire investment and
is making this investment for his own account and not with a view to
distribution, sale or transfer.

            (8)   The warranties and representations by the Stillman Group in
Article 15 of the Realty Partnership Agreement are true and correct.


                                       48
<PAGE>

      (B)   As further inducement to execute this agreement, the Stillman Group
covenants that during the Term:

            (1) Stillman shall use his best efforts to cause the Partnership to
obtain a liquor license and to obtain a sidewalk cafe permit;

            (2) Stillman will cause The Smith & Wollensky Restaurant Group, Inc.
to provide the Partnership with all necessary bookkeeping, accounting and normal
legal services at no cost except as permitted hereunder until the retention of
such entity is terminated as permitted hereunder.

            (3) Stillman will cause the Partnership to maintain such insurance
and in such amounts and for the benefit of such parties as may be reasonably
requested by the Corporate General Partner;

            (4) At the request of the Corporate General Partner, Stillman will
cooperate in the obtaining of life insurance on his life for the benefit of the
Investor Group, in such amount as may be reasonably determined by the Investor
Group, but not more than $250,000, the premiums for which shall be paid by the
Partnership;

            (5) The Partnership will pay all expenses of this transaction
including, without limitation, organizational fees, filing fees, annual
corporate franchise taxes, mortgage recording taxes and other expenses except
for the fees charged by counsel to the Investor Group or to the Stillman Group
for services rendered to such Group, and except for those expenses which are
paid for by the Realty Partnership.


                                       49
<PAGE>

            (6) Stillman will comply with his other obligations under this
Agreement and the Realty Partnership Agreement.

16    INDEMNITY

            The Partnership shall indemnify and save harmless the General
Partners and each of them, of and from any personal liability, loss or damage
suffered or incurred by it by reason of any acts performed for and on behalf of
the Partnership and within the scope of its authority, to the extent not
prohibited by the Act, and except for damages arising from their gross
negligence, fraud, or willful misconduct.

            In the event any action, suit or proceeding is instituted against
the Partnership or a General Partner, with respect to the business, assets,
liabilities or activities of the Partnership, the General Partner or the
Partnership may obtain separate legal counsel and other expert assistance to
defend or assist in defending any such suit, action or proceeding. The General
Partner shall have advanced to it or any of them, by the Partnership, at its
request, funds for payment of all expenses and costs incurred in connection with
their defense of any such action, suit or proceeding and, in addition, each
General Partner shall also be reimbursed for or indemnified against and saved
harmless from any and all liabilities, costs and expenses incurred in connection
with the defense of any such action, suit or proceeding, including costs and
expenses paid in settlement or compromise of the action, suit or proceeding,
provided such reimbursement or indemnity is approved by the General Partners.


                                       50
<PAGE>

17    BOOKS AND RECORDS

      (A) At all times during the continuance of the Partnership, Stillman shall
cause The Smith & Wollensky Restaurant Group, Inc., at no cost, to keep and
maintain full, complete and accurate books of account, in which shall be
entered, fully and accurately, each and every transaction of the Partnership.
Stillman shall keep such books for at least six (6) years after the close of the
taxable year to which they pertain unless there is pending or threatened, with
respect to such year, any proceeding or action by any taxing or other
governmental authority, in which event such books shall be kept until such
proceeding is finally concluded.

      (B) All of said books of account for the then current year, together with
an executed copy of the Agreement and of the Certificate of Limited Partnership
and any amendments thereto, shall, at all times, be maintained at the principal
office of the Partnership and shall be open to the inspection and examination of
the Partners or their representatives during normal business hours, at times
convenient to the General Partners.

      (C) Each Partner will be provided monthly with unaudited financial and
operating reports and annually with financial statements of the Partnership
including a balance sheet and the related statements of income and retained
earnings and changes in financial position accompanied by an annual report of an
independent public accountant and containing an express opinion that such
statements fairly present the financial position and results of operations of
the Partnership and (if the Investor Group so requests


                                       51
<PAGE>

it) stating that an audit of such financial statements has been made in
accordance with generally accepted auditing standards, stating the opinion of
the accountant in respect of the financial statements and the accounting
principles and practices reflected therein and, as to the consistency of the
application of the accounting principles, and identifying any matters to which
the accountant takes exception and stating, to the extent practicable, the
effect of each such exception on such financial statements. In addition, each
Partner will be supplied with information as to each Partner's share of
distributive income or loss and any other information required to be furnished
to permit such Partner to prepare his income tax returns, Source of
Distributions Statements, and such other information as the Partners shall
request, or the Attorney General of the State of New York shall require. The
Corporate General Partner shall receive copies of all litigation papers served
on or by the Partnership or any General Partner. The independent public
accountant shall be such firm of public accountants, approved in writing by the
members of the Investor Group who hold 67 or more in the Capital Percentage of
that Group.

18.   BANK ACCOUNTS

      (A) All funds of the Partnership are to be deposited in the Partnership's
name, in such bank account or accounts as shall be designated by the General
Partners.

      (B) Authority to make withdrawals from any such bank account or accounts
shall be made as determined by the General Partners.

19.   POWER OF ATTORNEY


                                       52
<PAGE>

            Each of the Limited Partners hereto constitutes and appoints the
General Partners and each additional or successor General Partner, as the same
may be determined from time to time, the true and lawful attorney for such
Limited Partner, and in the name, place and stead of such Limited Partner, to
make, execute, sign, acknowledge and file, from time to time, Certificates or
Certificates of Amendment of Limited Partnership and any other instrument
Certificate or agreement, including an agreement of merger with the Realty
Partnership under the laws of the State of New York or of any other jurisdiction
in which the General Partner reasonably believes a Certificate or any Amendment
thereto or other instrument, Certificate or agreement, including an agreement of
merger with the Realty Partnership should be filed, in order to carry out any of
the powers, rights and privileges granted to the General Partner by the
Agreement or to reflect and accomplish, without limitation, any of the
following: admission of an additional or successor General Partner, as provided
in Article 6 ("General and Limited Partners") and Article 12 ("Death,
Retirement, Bankruptcy, Etc. of a General Partner"); changes resultant upon the
making of capital contributions as provided in Article 8 ("Additional Capital");
the conversion of the Partnership to a limited liability company, the merger of
the Partnership and the Realty Partnership into a newly organized limited
liability company (and the organization of such company) and the continued
operation by such company (or through separate divisions thereof) of the
businesses theretofore conducted by the Partnership and by the Realty
Partnership, and the execution and delivery of one or more operating agreements


                                       53
<PAGE>

for any such limited liability company, the transfer of all of the assets of the
Partnership to a limited liability company wholly owned by the Partnership (and,
in connection therewith, the organization of said company and the execution and
delivery of an operating agreement for such company) and the merger of the
Partnership into the Realty Partnership and the transfer to the New Master
Limited Partnership of the partnership interests of the Investor Group (all as
permitted in Article 9 "Rights, Duties and Obligations of Partners"); any change
of a technical or ministerial nature which does not adversely affect the rights
or increase the obligations of the Limited Partners and to include in any
certificate authorized under this Article all information required by the laws
of the state applicable thereto. Such General Partner may also make, execute,
sign, acknowledge and file a Certificate of Dissolution under the laws of said
state or states and to include therein all information required by the laws of
said state or states, and may also make, execute, sign, acknowledge and file a
Certificate of Conducting Business under an Assumed Name, or any amendment or
amendments to any of the foregoing certificates, and to execute such other
instruments as may be required under the laws of the State of New York or other
jurisdiction for the formation, continuation or dissolution of the Partnership,
or of any limited liability company organized in accordance with this Agreement.

            This power of attorney is deemed irrevocable, shall be deemed
coupled with an interest and is intended to survive any subsequent death,
disability or incapacity


                                       54
<PAGE>

or incompetency to the extent permitted by law, and may be utilized from time to
time as the General Partner may elect.

            The foregoing power of attorney shall survive the delivery of an
assignment by any of the Limited Partners of the whole or any portion of his
Limited Partnership interest, except that where an assignee of such Limited
Partnership interest has been approved by the General Partner, as a substituted
Limited Partner, then the foregoing power of attorney of the assignor Limited
Partner shall survive the delivery of such assignment for the sole purpose of
enabling the General Partner to execute, acknowledge and file the certificates
necessary to effect such substitution.

20.   DISTRIBUTION AFTER TERMINATION

            Upon the termination of the Partnership, the sale of all of the
Partnership property or dissolution of the Partnership, a full account of the
assets and liabilities of the Partnership shall be taken and the assets shall be
applied, except as otherwise provided in this Agreement, as follows:

      (A) To the payment of all debts and liabilities of the Partnership and the
expenses of liquidation, including the establishment of reserves, deemed
appropriate by the General Partner.

      (B) The balance shall be distributed pursuant to Article 10 ("Profits and
Losses; Distributions").


                                       55
<PAGE>

21.   WITHDRAWAL

            It is agreed by and among all of the Partners hereto that they shall
not, at any time, withdraw from the Partnership. Nothing set forth herein shall
limit the right of the Corporate General Partner to resign at any time.

22.   ARBITRATION

      (A) Any dispute or controversy concerning a decision requiring the
approval of all General Partners or whether such joint approval is needed shall
be settled and determined by arbitration held in the City of New York in
accordance with this Article.

      (B) The General Partner desiring such arbitration shall give written
notice to that effect to the other General Partner, specifying in said notice
the issue to be arbitrated and the name and address of a person -- who shall
have experience appropriate to the issue -- to act as arbitrator. Within ten
(10) days after the service of such notice, the other party shall give written
notice to the first party specifying whether such designee is acceptable. If
such person is not acceptable, the General Partners will endeavor to agree on an
arbitrator. If such agreement cannot be reached within thirty (30) days of the
sending of the notice, their right to seek, obtain and compel arbitration
hereunder is ended.

      (C) The decision of the arbitrator so chosen shall be given within a
period of thirty (30) days after his appointment. The decision of the arbitrator
so appointed and acting hereunder shall, in all cases, be binding and conclusive
upon the Partnership and


                                       56
<PAGE>

all the parties, and judgment upon any award pursuant to such arbitration may be
entered in any court having competent jurisdiction. The Partnership shall pay
the reasonable fees and expenses of the arbitrator and counsel to the General
Partners.

23.   NOTICES

            Unless otherwise specified in a written notice sent to the
Partnership, whose address for all purposes is the address set forth in Article
2 ("Formation"), the address of each Partner for all purposes shall be the
address set forth on Exhibit A. In the event of a change in address of the
Partnership, a notice shall be sent to each Partner; in the event of a change in
the address of a Partner, a notice shall be sent to the Partnership.

            Any notice, election, consent, designation, demand or other
communication required or permitted to be given under this Agreement shall be in
writing and sent to such address; and if intended for the Partnership or the
General Partner, a copy shall also be sent to every General Partner; and shall
be sent by registered or certified mail, return receipt requested, to such
address. Unless otherwise specified in this Agreement, all notices shall be
effective upon mailing and shall be deemed sent on that date.

24.   CAPTIONS

            Any paragraph titles or captions contained in this Agreement are for
convenience only and shall not be deemed a part of this Agreement.

25.   VARIATIONS IN PRONOUNS


                                       57
<PAGE>

            All pronouns and any variations thereof shall be deemed to refer to
the masculine, feminine, neuter, singular or plural as the identity of the
person or persons, firm or firms, corporation or corporations may require.

26.   MISCELLANEOUS

      (A) This Agreement contains the entire understanding between the parties
and supersedes any prior understandings and agreements between them respecting
the within subject matter. There are no representations, agreements,
arrangements or understandings, oral or written, between or among the parties
hereby relating to the subject matter of this Agreement which are not fully
expressed herein. If there is any inconsistency between this Agreement and the
provisions of the Realty Partnership Agreement, the provisions of the Realty
Partnership Agreement will prevail.

      (B) This Agreement and any modification or amendment thereof may be
executed in any number of counterparts, each of which shall be deemed to be an
original and all of which shall be deemed to constitute one and the same
instrument.

      (C) This Agreement shall be binding upon the signatories hereto and enure
to the benefit of their heirs, successors and assigns, except as Article 11
("Restrictions on Transfer") provides limitations on assignments and transfers
of Limited Partnership interests. Nothing set forth in this Agreement shall give
rise to any rights or claims except in favor of the signatories hereto, and then
only to the extent set forth herein.


                                       58
<PAGE>

      (D) This Agreement shall be governed by and construed in accordance with
the laws of the State of New York, and may not be modified or amended except by
an instrument in writing executed by all signatories.

                            [SIGNATURE PAGES FOLLOW]


                                       59
<PAGE>



            IN WITNESS WHEREOF, the undersigned have hereunto set their hands
and seals, all as of the day and year first above written.

                  GENERAL PARTNERS

                              SMITH & WOLLENSKY OPERATING CORP.



                              By:
                                 ---------------------------------------
                                    Alan N. Stillman, President


                              CHAMBLAIR REALTY, INC.


                              By:
                                 ---------------------------------------
                                    Thomas J. Malmud, President



                                       60
<PAGE>



                  LIMITED PARTNERS
                  (STILLMAN GROUP)

                              SMITH & WOLLENSKY OPERATING CORP.


                              By:
                                 ---------------------------------------
                                    Alan N. Stillman, President


                              __________________________________________
                              Donna Stillman, as Trustee


                              __________________________________________
                              Ronald Nicholson, as Trustee


                              __________________________________________
                              Robert Villency, as Trustee

                                    As Trustees under a Trust Agreement dated as
                                    of December 31, 1983 for the benefit of
                                    Michael Stillman


                              __________________________________________
                              Donna Stillman


                              __________________________________________
                              Bennett Benson


                              __________________________________________
                              Ernest Kalman


                              __________________________________________
                              Richard Jurmark



                                       61
<PAGE>





                              __________________________________________
                              Eugene Byrne


                              __________________________________________
                              James Gannon


                              __________________________________________
                              Joseph Phair


                              __________________________________________
                              Colin Keith



                                       62
<PAGE>



                  LIMITED PARTNERS
                  (INVESTOR GROUP)

                              __________________________________________
                              Leon Levy


                              __________________________________________
                              Jack Nash


                              __________________________________________
                              Albert Willner, Trustee under Trust
                              Instrument dated April 29, 1995

                              CHASE FAMILY PARTNERS LIMITED
                                PARTNERSHIP

                              By:  1144 MM Corp., general partner


                                    By:
                                       ---------------------------------
                                       Steven H. Chase, President

                              Chase Trust Partnership


                              By:
                                 ---------------------------------------
                                  Stephen H. Chase, Partner


                              __________________________________________
                              James H. Levi


                              __________________________________________
                              Colin Keith


                              __________________________________________
                              Arnold Adlin



                                       63
<PAGE>

<TABLE>
<CAPTION>

                                 CAPITAL          CAPITAL       ADDITIONAL
    NAME & RESIDENCE          CONTRIBUTION      PERCENTAGE        CAPITAL*
    ----------------          ------------      ----------        -------

                                GENERAL PARTNERS
                                (STILLMAN GROUP)

<S>                               <C>                <C>         <C>
Smith & Wollensky Operating Corp. $13,750.51         5.0002      $15,000.64
c/o TheSmith & Wollensky
    Restaurant Group, Inc.
1114 First Avenue
New York, New York 10021

                                (INVESTOR GROUP)

Chamblair Realty Inc.                 229.17          .0832           50.00
c/o Warshaw Burstein Cohen
    Schlesinger & Kuh, LLP
555 Fifth Avenue
New York, New York
Att: Thomas J. Malmud


                                LIMITED PARTNERS
                                (STILLMAN GROUP)

Stillman & Wollensky Operating      3,422.39         1.2445        3,733.54
Corp.
c/o The Smith & Wollensky
    Restaurant Group, Inc.
1114 First Avenue
New York, New York 10021
</TABLE>




    00101089;5
---------------------------------
*     Less sums contributed as partners of M W Realty Associates, L.P., a New
      York Limited Partnership.

                                    EXHIBIT A

<PAGE>

<TABLE>
<CAPTION>

                                 CAPITAL          CAPITAL       ADDITIONAL
    NAME & RESIDENCE          CONTRIBUTION      PERCENTAGE        CAPITAL*
    ----------------          ------------      ----------        -------
<S>                                <C>                <C>         <C>
Donna Stillman and                 $1,153.05          .4193       $1,257.91
Robert Villency, as Trustees
under a Trust Agreement dated
as of December 31, 1983 for the
benefit of Michael Stillman
322 East 57th Street
New York, New York

Donna Stillman                      1,153.06          .4193        1,257.91
322 East 57th Street
New York, New York

Bennett Benson                     10,770.92         3.9167       11,750.00
440 East 56th Street
New York, New York

Ernest Kalman                      10,770.92         3.9167       11,750.00
541 Guard Hill Road
Bedford, New York

Richard Jurmark                       916.67          .3333        1,000.00
3801 Hudson Manor Terrace
Bronx, New York

Eugene Byrne                        1,145.80          .4168        1,250.00
26 Sunny Brae
Bronxville, New York

James Gannon                          916.67          .3333        1,000.00
1 Burritts Landings North
Westport, Connecticut

Joseph Phair                          916.67          .3333        1,000.00
5809 - 75th Street
Elmhurst, New York
</TABLE>


    00101089;5
---------------------------------
*     Less sums contributed as partners of M W Realty Associates, L.P., a New
      York Limited Partnership.

                                    EXHIBIT A
<PAGE>

<TABLE>
<CAPTION>

                                 CAPITAL          CAPITAL       ADDITIONAL
    NAME & RESIDENCE          CONTRIBUTION      PERCENTAGE        CAPITAL*
    ----------------          ------------      ----------        -------
<S>                                <C>                <C>         <C>
Colin Keith                          $916.67          .3333       $1,000.00
1 Farwell Lane
Greenwich, Connecticut

                                LIMITED PARTNERS
                                (INVESTOR GROUP)

Leon Levy                          44,026.58        16.0097        9,605.80
c/o Ulysses Partners
280 Park Avenue, 21st Floor
New York, New York 10017

Jack Nash                          44,026.58        16.0097        9,605.80
c/o Ulysses Partners
280 Park Avenue, 21st Floor
New York, New York 10017

Albert Willner as Trustee          44,026.58        16.0097        9,605.80
4865 Cherry Laurel Lane
Delray Beach, Florida

Chase Family Partners              22,013.29         8.00485       4,802.90
    Limited Partnership
c/o Stephen H. Chase
One Dock Street
Stamford, Connecticut

Chase Trust Partnership            22,013.29         8.00485       4,802.90
c/o Stephen H. Chase
One Dock Street
Stamford, Connecticut

James H. Levi                     $38,302.81        13.9283       $8,356.98
85 Larchmont Avenue
Larchmont, New York
</TABLE>


    00101089;5
---------------------------------
*     Less sums contributed as partners of M W Realty Associates, L.P., a New
      York Limited Partnership.

                                    EXHIBIT A
<PAGE>

<TABLE>
<CAPTION>

                                 CAPITAL          CAPITAL       ADDITIONAL
    NAME & RESIDENCE          CONTRIBUTION      PERCENTAGE        CAPITAL*
    ----------------          ------------      ----------        -------
<S>                                <C>                <C>         <C>
Colin Keith                        8, 805.04         3.2018        1,921.10
1 Farwell Lane
Greenwich, Connecticut

Arnold Adlin                        5,723.33         2.0812        1,248.73
44 Park Road
Scarsdale, New York
</TABLE>

    00101089;5
---------------------------------
*     Less sums contributed as partners of M W Realty Associates, L.P., a New
      York Limited Partnership.

                                    EXHIBIT A
<PAGE>

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

      On the ___day of December in the year 1999, before me, the undersigned
personally appeared ALAN N. STILLMAN, 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.


                                          ______________________________________
                                          Signature and Office of individual
                                          taking acknowledgment


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

      On the ___day of December in the year 1999, before me, the undersigned
personally appeared DONNA STILLMAN, RONALD NICHOLSON and ROBERT VILLENCY,
personally known to me or proved to me on the basis of satisfactory evidence to
be the individuals whose name is subscribed to the within instrument and
acknowledged to me that he-she executed the same in his-her capacity, and that
by his-her signature on the instrument, the individual, or the person upon
behalf of which the individual acted, executed the instrument.


                                          ______________________________________
                                          Signature and Office of individual
                                          taking acknowledgment



<PAGE>



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

      On the ___day of December in the year 1999, before me, the undersigned
personally appeared DONNA STILLMAN, 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 she executed the same in
her capacity, and that by her signature on the instrument, the individual, or
the person upon behalf of which the individual acted, executed the instrument.


                                          ______________________________________
                                          Signature and Office of individual
                                          taking acknowledgment


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

      On the ___day of December in the year 1999, before me, the undersigned
personally appeared BENNETT BENSON, 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.


                                          ______________________________________
                                          Signature and Office of individual
                                          taking acknowledgment




<PAGE>



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

      On the ___day of December in the year 1999, before me, the undersigned
personally appeared ERNEST KALMAN, 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.


                                          ______________________________________
                                          Signature and Office of individual
                                          taking acknowledgment



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

      On the ___day of December in the year 1999, before me, the undersigned
personally appeared RICHARD JURMARK, 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.


                                          ______________________________________
                                          Signature and Office of individual
                                          taking acknowledgment





<PAGE>



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

      On the ___day of December in the year 1999, before me, the undersigned
personally appeared EUGENE BYRNE, 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.


                                          ______________________________________
                                          Signature and Office of individual
                                          taking acknowledgment



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

      On the ___day of December in the year 1999, before me, the undersigned
personally appeared JAMES GANNON, 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.


                                          ______________________________________
                                          Signature and Office of individual
                                          taking acknowledgment





<PAGE>

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

      On the ___day of December in the year 1999, before me, the undersigned
personally appeared JOSEPH PHAIR, 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.


                                          ______________________________________
                                          Signature and Office of individual
                                          taking acknowledgment



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

      On the ___day of December in the year 1999, before me, the undersigned
personally appeared COLIN KEITH, 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.


                                          ______________________________________
                                          Signature and Office of individual
                                          taking acknowledgment





<PAGE>




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

      On the ___day of December in the year 1999, before me, the undersigned
personally appeared THOMAS J. MALMUD, 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.


                                          ______________________________________
                                          Signature and Office of individual
                                          taking acknowledgment



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

      On the ___day of December in the year 1999, before me, the undersigned
personally appeared JACK NASH, 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.


                                          ______________________________________
                                          Signature and Office of individual
                                          taking acknowledgment






<PAGE>



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

      On the ___day of December in the year 1999, before me, the undersigned
personally appeared LEON LEVY, 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.


                                          ______________________________________
                                          Signature and Office of individual
                                          taking acknowledgment


      STATE OF FLORIDA        )
                              ss:
      COUNTY OF               )

      On the ___day of December in the year 1999, before me, the undersigned
personally appeared ALBERT WILLNER, 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 as Trustee under Trust Instrument dated April 20, 1995, and that by his
signature on the instrument, the individual, or the person upon behalf of which
the individual acted, executed the instrument.


                                          ______________________________________
                                          Signature and Office of individual
                                          taking acknowledgment






<PAGE>



      STATE OF NEW YORK       )
                              ss:
      COUNTY OF WESTCHESTER   )

      On the ___day of December in the year 1999, before me, the undersigned
personally appeared STEPHEN H. CHASE, 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.


                                          ______________________________________
                                          Signature and Office of individual
                                          taking acknowledgment



      STATE OF NEW YORK       )
                              ss:
      COUNTY OF WESTCHESTER   )

      On the ___day of December in the year 1999, before me, the undersigned
personally appeared JAMES H. LEVI, 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.


                                          ______________________________________
                                          Signature and Office of individual
                                          taking acknowledgment






<PAGE>



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

      On the ___day of December in the year 1999, before me, the undersigned
personally appeared ARNOLD ADLIN, 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.


                                          ______________________________________
                                          Signature and Office of individual
                                          taking acknowledgment