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                                                                  Exhibit 10.15

                  THE SMITH & WOLLENSKY RESTAURANT GROUP, INC.
                                1114 First Avenue
                            New York, New York 10021


                                   May 1, 2001



St. James Associates, L.P.
c/o The Smith & Wollensky Restaurant Group, Inc.
1114 First Avenue
New York, New York 10021

                       Smith & Wollensky Restaurant (the "Restaurant") located
                       at Third Avenue and East 49th Street, New York, NY
                       --------------------------------------------------

Gentlemen:

            As you know, The Smith & Wollensky Restaurant Group, Inc. and its
predecessors in interest (collectively, "SWRG") have been managing the
Restaurant since it opened in 1977. The purpose of this letter is to set forth
the terms of a management agreement (the "Agreement") between SWRG, as Manager,
and St. James Associates, L.P. (the "Partnership") as follows:


                  1.    RETENTION:        The Partnership hereby retains SWRG
                        to manage the Restaurant and to perform the other
                        services hereinafter set forth in this Agreement.

                  2.    TERM:             The term ("Term") of this Agreement
                        shall commence on the date hereof and continue until
                        terminated as hereinafter provided.

                  3.    COMPENSATION:     During the Term, SWRG shall be
                        compensated solely as provided in the First Amended and
                        Restated Agreement of Limited Partnership of St. James
                        Associates, L.P. dated as of December 1, 1999 (the
                        "Partnership Agreement"), that is, by payment solely of
                        an annual fee of 2.3% of Sales (as defined on the date
                        hereof in the Partnership Agreement) in consideration of
                        its rendering the services set forth in that portion of
                        the third (3rd) sentence of paragraph (F) of Article 9
                        (RIGHTS, DUTIES AND OBLIGATIONS OF PARTNERS) of the
                        Partnership Agreement, as such sentence appears on the
                        date hereof, which portion of the sentence begins on
                        line 18 of page 17 of that instrument and ends on line 2
                        of page 18 with the words

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                        "(hereinafter defined)"; provided, however, during the
                        Term the foregoing covenant does not, except to the
                        extent expressly hereinafter set forth in this
                        paragraph, limit the right of Chamblair Realty, Inc. set
                        forth in the balance of said third (3rd) sentence
                        commencing with the words "provided, however", to
                        terminate or replace SWRG (which right may be exercised
                        only on or after the date that the business and
                        operations of SWRG are no longer operated and directed
                        by Alan N. Stillman ("Stillman), whether by reason of
                        his death, incapacity, retirement or otherwise), but
                        Chamblair Realty, Inc. shall not, during the Term,
                        exercise such right to (A) terminate SWRG except as
                        provided in paragraph 5 of this agreement or (B) replace
                        SWRG until after the date set forth in the notice of
                        termination sent pursuant to paragraph 5 (B) of this
                        agreement.

                  4.    DUTIES:     (A) SWRG shall continue to manage and market
                        the Restaurant and to direct the day to day operations
                        of the Partnership and M W Realty Associates, L. P. (the
                        "Related Partnership") and to report and make
                        distributions to the partners of the Partnership and of
                        the Related Partnership, all of which duties shall be
                        performed in the same manner as has been performed since
                        the opening of the Restaurant in 1977.

                                    (B) SWRG shall prepare and deliver to each
                        of Chamblair (hereinafter defined) and the limited
                        partners of the Partnership and the Related Partnership
                        no later than the twentieth (20th) day of each month,
                        financial statements in form and substance similar to
                        the financial statements now prepared and delivered to
                        Chamblair and the limited partners of the Partnership
                        and the Related Partnership showing, with respect to the
                        prior month, the income and expenses of the Restaurant
                        and setting forth the Sales, Available Funds (as defined
                        on the date hereof in the Partnership Agreement, but
                        excluding from such definition all receipts by the
                        Partnership pursuant to that certain Sale and License
                        Agreement dated August 16, 1996 between the Partnership
                        and SWRG, as the same may, from time to time, be
                        amended) and the Gross Profit Margin (which is defined
                        to mean the gross profit of the operation of the
                        Restaurant divided by Sales) for the prior month.

                  5.    TERMINATION:      Chamblair Realty, Inc. or  such other
                        person, firm or entity designated in writing by
                        Chamblair Realty, Inc. (collectively, "Chamblair"), may
                        elect, by notice in writing sent to SWRG, to terminate
                        this Agreement for any of the reasons set

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                        forth below in either paragraph (A) or (B) of this
                        paragraph 5, such termination to be effective:

                              (A), with respect to a notice of termination sent
                              as a result of the failure of SWRG to perform its
                              obligations under either (x) paragraph 4 (A) of
                              this Agreement for a period of thirty (30) days
                              after notice from Chamblair setting forth the
                              manner in which SWRG has so failed or (y)
                              paragraph 4 (B) of this Agreement for a period of
                              three (3) days after notice from Chamblair setting
                              forth the manner in which SWRG has so failed,
                              thirty (30) days after the sending of such notice
                              of termination if such notice is the result of the
                              failure referred to in paragraph 5 (A) (x), and
                              three (3) days after the sending of such notice of
                              termination if such notice is the result of the
                              failure referred to in paragraph 5 (A) (y); or

                              (B), with respect to a notice of termination sent
                              as a result of the business and operations of SWRG
                              no longer being directed by Stillman, whether by
                              reason of his death, incapacity, retirement or
                              otherwise, on the date set forth in said notice of
                              termination, provided such notice of termination
                              is sent to SWRG no later than sixty (60) days
                              after the receipt by Chamblair and the limited
                              partners of the Partnership and the Related
                              Partnership of financial statements prepared by
                              SWRG in a manner consistent with the manner in
                              which such financial statements are now prepared
                              which indicate that either (i) for any quarter,
                              Sales were less than $5.3 million or Available
                              Funds were less than $1.4 million or the Gross
                              Profit Margin is less than 70% or (ii) for any
                              trailing four (4) quarters, Sales were less than
                              $25 million or Available Funds were less than $7
                              million or the Gross Profit Margin was less than
                              72%; provided, however, effective as of January 1,
                              2004 and as of each January 1st thereafter during
                              the term of this Agreement (each such January 1st
                              date being hereinafter referred to as an
                              "Effective Date"), the Sales and Available Funds,
                              as the case may be, in effect on the date
                              immediately preceding the applicable Effective
                              Date ("Preceding Date") shall each be increased by
                              50% of the product of (1) the Sales and Available
                              Funds, as the case may be, in effect on such
                              Preceding Date, multiplied by (2) a fraction (x)
                              the numerator of which shall be the Index for the
                              month in which such Preceding Date occurs less,
                              for the first such adjustment, the Index for
                              December, 2000, and,

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                              for each subsequent adjustment, the Index for the
                              month in which the immediately prior Preceding
                              Date occurred, and (y) the denominator of which
                              shall be, for the first such adjustment, the Index
                              for December, 2000, and, for each subsequent
                              adjustment, the Index for the month in which the
                              immediately prior Preceding Date occurred; or

                              (C), with respect to a notice of termination sent
                              as a result of the sale of either (i) the
                              Restaurant or (ii) all of the partnership
                              interests of the Partnership, on the closing of
                              the sale.

                              Upon receipt of a notice of termination sent
                              pursuant to (A) or (B) above, SWRG shall fully
                              cooperate with the Partnership in its search for a
                              replacement manager and, upon the selection of
                              such replacement manager by Chamblair Realty, Inc.
                              as provided in paragraph 3 of this agreement or in
                              the event of a new owner, proceed to transfer, in
                              an orderly manner, all management responsibilities
                              to the new manager so that the transition from
                              SWRG to the new manager is harmonious and does not
                              disrupt the operation of the Restaurant.

                              As used in this agreement the term Index shall
                              mean the "All-Items" Consumer Price Index for All
                              Urban Consumers in the New York-Northern New
                              Jersey-Long Island, NY-NJ-CT-PA, determined by the
                              Bureau of Labor Statistics of the United States
                              Department of Labor (1982-84 = 100), as published
                              by the U.S. Department of Labor, or, if such Index
                              is discontinued, the most comparable Index
                              published by any other governmental agency,
                              reflecting changes in the cost of housing, energy
                              and services.

                  6.    CONSTRUCTION:     This agreement shall be construed in
                        accordance with the laws of the State of New York.

                  7.    CONDITION:        In the event that the initial public
                        offering by SWRG does not become effective on or before
                        July 31, 2001, either Chamblair or SWRG, may, at any
                        time after such date, elect by notice in writing to the
                        other, to terminate this agreement. Upon the sending of
                        such notice, this agreement, and all rights arising
                        thereunder, shall be terminated and of no further force
                        or effect.

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                  8.    SEVERABILITY:     If any provision of this agreement or
                        the application thereof to any person or circumstances
                        shall be invalid or unenforceable to any extent, the
                        remainder of this Agreement and the application of such
                        provisions to other persons or circumstances shall not
                        be affected thereby and shall be enforced to the
                        greatest extent permitted by law.

                  9.    BINDING EFFECT:   This agreement shall be binding upon
                        SWRG and the Partnership and its respective successors
                        and assigns. It may not be modified except by an
                        instrument signed by SWRG and by the Partnership.



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            If the foregoing is in accordance with your agreement and
understanding, please so indicate by signing a copy of this letter where
indicated below and returning it to the undersigned.

                              Very truly yours,

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                              SMITH & WOLLENSKY RESTAURANT GROUP, INC.


                              By
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                                   James Dunn, President

The foregoing is agreed to:

ST. JAMES ASSOCIATES, L.P.
A Limited Partnership

By: SMITH & WOLLENSKY OPERATING CORP.
       General Partner

      By______________________________
         Alan N. Stillman, President

By: CHAMBLAIR REALTY, INC.
       General Partner


      By_____________________________
         Thomas J. Malmud, President