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                                                                   Exhibit 10.37

                  THE SMITH & WOLLENSKY RESTAURANT GROUP, INC.
                            2001 STOCK INCENTIVE PLAN

      1. Purpose of the Plan. This 2001 Stock Incentive Plan (the "Plan") is
intended to encourage ownership of the stock of The Smith & Wollensky Restaurant
Group, Inc., a Delaware corporation (the "Company") by employees, officers,
directors, and consultants of the Company or its subsidiaries, to induce
qualified personnel to enter and remain in the employ or other service of the
Company or its subsidiaries and otherwise to provide additional incentive for
optionees and recipients of stock awards to promote the success of its business.

      2. Stock Subject to the Plan.

      (a) The initial maximum number of shares of common stock, par value $.0l
per share, of the Company ("Common Stock") available for stock options and stock
awards granted under the Plan through the end of the Company's fiscal year
ending December 31, 2001, shall be 875,000 shares of Common Stock. In addition,
effective January 1, 2002 and each January 1 thereafter during the term of this
Plan, the number of shares of Common Stock available for grants of stock options
and stock awards made after such January 1 under this Plan shall be increased
automatically by an amount equal to four percent 4% of the total number of
issued and outstanding shares of Common Stock (including shares held in
treasury) as of the close of business on December 31 of the preceding year.
Notwithstanding the foregoing, the maximum cumulative number of shares of Common
Stock available for grants of ISOs under the Plan shall be 875,000. The maximum
number of shares of Common Stock available for grants shall be subject to
adjustment in accordance with Section 12 hereof. Shares issued under the Plan
may be authorized but unissued shares of Common Stock or shares of Common Stock
held in treasury.

      (b) If an option or award granted hereunder shall expire or terminate for
any reason without having been exercised in full, the unpurchased or forfeited
shares subject thereto shall thereafter be available for subsequent option
grants under the Plan.

      (c) Stock issuable under the Plan may be subject to such restrictions on
transfer, repurchase rights or other restrictions as shall be determined by the
Committee and set forth in the option agreement.

      3. Administration of the Plan. At the discretion of the Board of
Directors, the Plan shall be administered either (i) by the full Board of
Directors or (ii) by a committee (the "Committee") consisting of two or more
members of the Company's Board of Directors. In the event that the Board of
Directors is the administrator of the Plan, references herein to the Committee
shall be deemed to include the full Board of Directors. The Board of Directors
may from time to time appoint a member or members of the Committee in
substitution for or in addition to the member or members then in office and may
fill vacancies on the Committee
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however caused. The Committee shall choose one of its members as Chairman and
shall hold meetings at such times and places as it shall deem advisable. A
majority of the members of the Committee shall constitute a quorum and any
action may be taken by a majority of those present and voting at any meeting.
Any action may also be taken without the necessity of a meeting by a written
instrument signed by a majority of the Committee. The decision of the Committee
as to all questions of interpretation and application of the Plan shall be
final, binding and conclusive on all persons. The Committee shall have the
authority to adopt, amend and rescind such rules and regulations as, in its
opinion, may be advisable in the administration of the Plan. The Committee may
correct any defect or supply any omission or reconcile any inconsistency in the
Plan or in any option or award agreement granted hereunder in the manner and to
the extent it shall deem expedient to carry the Plan into effect and shall be
the sole and final judge of such expediency. No Committee member shall be liable
for any action or determination made in good faith.

      4. Stock Awards.

      (a) The Committee may grant, subject to the limitation of the number of
shares of Common Stock available under Section 2 hereof, stock awards to
employees of and other key individuals engaged to provide services to the
Company and its subsidiaries. A stock award may be made in the stock or
denominated in stock subject to such terms and conditions as the Committee, in
its sole discretion, shall determine and establish. These may include, but are
not limited to, establishing a holding period during which stock issued pursuant
to an award may not be transferred, requiring forfeiture of the stock award
because of termination of employment or failure to achieve specific objectives
such as measures of individual, business unit or Company performance, including
stock price appreciation. In determining a person's eligibility to be granted an
award, as well as in determining the number of shares to be awarded to any
person, the Committee shall take into account the person's position and
responsibilities, the nature and value of the Company or its subsidiaries of
such person's service and accomplishments, such person's present and potential
contribution to the success of the Company or its subsidiaries, and such other
factors as the Committee may deem relevant.

      (b) The Committee may provide that a stock award shall earn dividends or
dividend equivalents, which may be paid currently or may be deferred in payment,
including reinvestment in additional shares covered by the applicable stock
award, all on such terms and conditions as the Committee shall deem appropriate.

      (c) The Committee shall require that for any stock award to be effective,
the recipient of the award shall execute an award agreement at such time and in
such form as the Committee shall determine. Any award agreement may require that
for any or some of the shares issued, the awardee must pay a minimum
consideration, whether in cash, property or services, as may be required by
applicable law or the Committee, as the Committee shall determine.

      (d) A stock award may be granted singly or in combination or in tandem
with another stock award or stock option. A stock award may also be granted as
the payment form in


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settlement of a grant or right under any other Company employee benefit or
compensation plan, including the plan of an acquired entity.

      (e) Directors who are not otherwise employees of the Company or a
subsidiary shall not be eligible to receive stock awards pursuant to the Plan.

      (f) No stock award granted to any person under the Plan shall be
assignable or transferable otherwise than by will or the laws of descent and
distribution. Any stock award granted under the Plan shall be null and void and
without effect upon any attempted assignment or transfer, except as herein
provided, including without limitation any purported assignment, whether
voluntary or by operation of law, pledge, hypothecation or other disposition,
attachment, trustee process or similar process, whether legal or equitable, upon
such award.

      5. Type of Options.

      (a) Options granted pursuant to the Plan shall be authorized by action of
the Committee and shall be designated as either (i) non-qualified options which
are not intended to meet the requirements of Section 422 of the Internal Revenue
Code of 1986, as amended, (the "Code"), or (ii) "incentive stock options" under
Section 422 of the Code ("ISO" or "ISO").

      (b) Options designated as ISOs may be granted only to employees (including
officers who are also employees) of the Company or any of its subsidiaries,
including subsidiaries which become such after the adoption of this Plan.
Non-Qualified Options may be granted to any director, officer, employee, or
consultant of the Company or of any of its subsidiaries, including subsidiaries
which become such after the adoption of this Plan.

      (c) In determining the eligibility of an individual to be granted an
option, as well as in determining the number of shares to be optioned to any
individual, the Committee shall take into account the position and
responsibilities of the individual being considered, the nature and value to the
Company or its subsidiaries of his or her service and accomplishments, his or
her present and potential contribution to the success of the Company or its
subsidiaries, and such other factors as the Committee may deem relevant.

      (d) No option designated as an ISO shall be granted to any employee of the
Company or any subsidiary if such employee owns, immediately prior to the grant
of an option, stock representing more than 10% of the total combined voting
power of all classes of stock of the Company or a parent or a subsidiary, unless
the purchase price for the stock under such option shall be at least 110% of its
fair market value at the time such option is granted and the option, by its
terms, shall not be exercisable more than five years from the date it is
granted. In determining the stock ownership under this paragraph, the provisions
of Section 424(d) of the Code shall be controlling. In determining the fair
market value under this paragraph, the provisions of Section 7 hereof shall
apply.

      6. Option Agreement. Each option shall be evidenced by an option agreement
(the "Agreement") duly executed on behalf of the Company and by the optionee to
whom such option


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is granted, which Agreement shall comply with and be subject to the terms and
conditions of the Plan. The Agreement may contain such other terms, provisions
and conditions which are not inconsistent with the Plan as may be determined by
the Committee. No option shall be granted within the meaning of the Plan and no
purported grant of any option shall be effective until the Agreement shall have
been duly executed on behalf of the Company and the optionee. The date of grant
of an Option shall be as determined by the Committee.

      7. Exercise Price. The exercise price or prices of shares of the Company's
Common Stock for options designated as Non-Qualified Options shall be as
determined by the Committee, but in no event shall the exercise price be less
than 50% of the fair market value of the Common Stock at the time the Option is
granted, as determined by the or the Committee. The exercise price or prices of
shares of the Company's Common Stock for ISOs shall be the fair market value of
such Common Stock at the time the option is granted as determined by the
Committee in accordance with the Regulations promulgated under Section 422 of
the Code. If such shares are then listed on any national securities exchange,
the fair market value shall be the mean between the high and low sales prices,
if any, on such exchange on the business day immediately preceding the date of
the grant of the option or, if none, shall be determined by taking a weighted
average of the means between the highest and lowest sales prices on the nearest
date before and the nearest date after the date of grant in accordance with
Treasury Regulations Section 25.2512-2. If the shares are not then listed on
any such exchange, the fair market value of such shares shall be the mean
between the high and low sales prices, if any, as reported in The Nasdaq
National Market for the business day immediately preceding the date of the grant
of the option, or, if none, shall be determined by taking a weighted average of
the means between the highest and lowest sales on the nearest date before and
the nearest date after the date of grant in accordance with Treasury Regulations
Section 25.2512-2. If the shares are not then either listed on any such
exchange or quoted in The Nasdaq National Market, the fair market value shall be
the mean between the average of the "Bid" and the average of the "Ask" prices,
if any, as reported in The Nasdaq National Market for the business day
immediately preceding the date of the grant of the option, or, if none, shall be
determined by taking a weighted average of the means between the highest and
lowest sales prices on the nearest date before and the nearest date after the
date of grant in accordance with Treasury Regulations Section 25.2512-2. If the
fair market value cannot be determined under the preceding three sentences, it
shall be determined in good faith by the Committee.

      The maximum number of shares of the Company's Common Stock with respect to
which an option or options may be granted to any employee in any one taxable
year of the Company shall not exceed 500,000 shares, taking into account shares
granted during such taxable year under options that are terminated or repriced,
and subject to adjustment under Section 12 hereof.

      8. Manner of Payment: Manner of Exercise.

      (a) Options granted under the Plan may provide for the payment of the
exercise price by delivery of (i) cash or a check payable to the order of the
Company in an amount equal to the exercise price of such options, (ii) shares of
the capital stock of the Company owned by the optionee having a fair market
value equal in amount to the exercise price of the options being


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may be advisable in the administrative of the Plan, or (iii) any combination of
(i) and (ii); provided, however, that payment of the exercise price by delivery
of shares of Common Stock of the Company owned by such optionee may be made only
if such payment does not result in a charge to earnings for financial accounting
purposes as determined by the Committee. With the consent of the Committee, the
delivery of shares used to exercise any option may be through attestation rather
than physical delivery of stock certificates. With the consent of the Committee,
payment may also be made by delivery of a properly executed exercised notice to
the Company, together with a copy of irrevocable instructions to a broker to
deliver promptly to the Company the amount of sale proceeds to pay the exercise
price and any taxes. To facilitate the foregoing, the Company may enter into
agreements for coordinated procedures with one or more brokerage firms.

      (b) To the extent that the right to purchase shares under an option has
accrued and is in effect, options may be exercised in full at one time or in
part from time to time, by giving written notice, signed by the person or
persons exercising the option, to the Company, stating the number of shares with
respect to which the option is being exercised, accompanied by payment in full
for such shares as provided in subparagraph (a) above. Upon such exercise,
delivery of a certificate for paid-up non-assessable shares shall be made at the
principal office of the Company to the person or persons exercising the option
at such time, during ordinary business hours, after ten (10) business days from
the date of receipt of the notice by the Company, as shall be designated in such
notice, or at such time, place and manner as may be agreed upon by the Company
and the person or persons exercising the option.

      9. Exercise of Options. The vesting schedule, as well as the terms and
conditions of vesting, whether performance-based, time-based or both, of each
option granted under the Plan shall be determined by the Committee and set forth
in each Agreement; provided, however, that no option granted under the Plan
shall have a term in excess of ten (10) years from the date of grant. No partial
exercise may be made for less than fifty (50) full shares of Common Stock, or
the balance of the unexercised options if the balance of the exercise options is
less than fifty (50) shares.

      10. Term of Options; Exercisability.

      (a) Term. Each option shall expire not more than ten (10) years from the
date of the granting thereof, but shall be subject to earlier termination as may
be provided in the Agreement.

      (b) Exercisability. An option granted to an employee optionee who ceases
to be an employee of the Company or one of its subsidiaries, at any time, for
any reason or for no reason, shall be exercisable only to the extent that the
right to purchase shares under such option has accrued and is in effect on the
date such optionee ceases to be an employee of the Company.

      11. Options Not Transferable. Except as otherwise permitted in the option
grant agreement, the right of any optionee to exercise any option granted to him
or her shall not be assignable or transferable by such optionee other than by
will or the laws of descent and distribution, and any such option shall be
exercisable during the lifetime of such optionee only


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by him. Any option granted under the Plan shall be null and void and without
effect upon the bankruptcy of the optionee to whom the option is granted, or
upon any attempted assignment or transfer, except as herein provided, including
without limitation any purported assignment, whether voluntary or by operation
of law, pledge, hypothecation or other disposition contrary to the provisions
hereof or levy of execution, attachment, divorce, trustee process or similar
process, whether legal or equitable, upon such option.

      12. Recapitalizations, Reorganizations and the Like.

      (a) In the event that the outstanding shares of the Common Stock of the
Company are changed into or exchanged for a different number or kind of shares
or other securities of the Company or of another corporation by reason of any
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up, combination of shares, or dividends payable in capital stock,
appropriate adjustment shall be made in the number and kind of shares as to
which options or stock awards may be granted under the Plan and as to which
outstanding options or portions thereof then unexercised shall be exercisable,
to the end that the proportionate interest of the optionee or award recipient
shall be maintained as before the occurrence of such event; such adjustment in
outstanding options shall be made without change in the total price applicable
to the unexercised portion of such options and with a corresponding adjustment
in the option price per share.

      (b) In addition, in the case of any (i) sale or conveyance to another
entity of all or substantially all of the property and assets of the Company,
including without limitation by way of merger or consolidation, or (ii) Change
in Control (as hereinafter defined) of the Company, the purchaser(s) of the
Company's assets or stock may, in its discretion, deliver to the optionee the
same kind of consideration that is delivered to the shareholders of the Company
as a result of such sale, conveyance or Change in Control, or the Committee may
cancel all outstanding options in exchange for consideration in cash or in kind
which consideration in both cases shall be equal in value to the value of those
shares of stock or other securities the optionee would have received had the
option been exercised (to the extent then exercisable) and no disposition of the
shares acquired upon such exercise been made prior to such sale, conveyance or
Change in Control, less the option price therefor. Upon receipt of such
consideration by the optionee, his or her option shall immediately terminate and
be of no further force and effect. The value of the stock or other securities
the optionee would have received if the option had been exercised shall be
determined in good faith by the Committee of the Company, and in the case of
shares of the Common Stock of the Company, in accordance with the provisions of
Section 8 hereof. In addition, the Committee shall have the power and right to
accelerate the exercisability of any options upon such a sale, conveyance or
Change in Control. Upon such acceleration, any options or portion thereof
originally designated as incentive stock options that no longer qualify as
incentive stock options under Section 422 of the Code as a result of such
acceleration shall be redesignated as non-qualified stock options. A "Change in
Control" shall be deemed to have occurred if any person, or any two or more
persons acting as a group, and all affiliates of such person or persons, who
prior to such time owned shares representing less than fifty percent (50%) of
the voting power at elections for the Board of Directors of the Company, shall
acquire, whether by purchase, exchange, tender offer, merger, consolidation or
otherwise, such additional


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shares of the Company's capital stock in one or more transactions, or series of
transactions, such that following such transaction or transactions, such person
or group and affiliates beneficially own fifty percent (50%) or more of the
voting power at elections for the Board of Directors of the Company.

      (c) In the event of the proposed dissolution or liquidation of the
Company, each option will terminate immediately prior to the consummation of
such proposed action or at such other time and subject to such other conditions
as shall be determined by the Board of Directors, provided that prior to such
dissolution or liquidation, the vesting of any option shall automatically
accelerate as if such dissolution or liquidation is deemed to be a Change of
Control (as such term is defined herein).

      (d) If by reason of a corporate merger, consolidation, acquisition of
property or stock, separation, reorganization, or liquidation, the Board of
Directors shall authorize the issuance or assumption of a stock option or stock
options in a transaction to which Section 424(a) of the Code applies, then,
notwithstanding any other provision of the Plan, the Board of Directors may
grant an option or options upon such terms and conditions as it may deem
appropriate for the purpose of assumption of the old option, or substitution of
a new option for the old option; in conformity with the provisions of such
Section 424(a) of the Code and the Regulations thereunder, and any such option
shall not reduce the number of shares otherwise available for issuance under the
Plan.

      (e) Notwithstanding the foregoing, any adjustments made pursuant to
subparagraphs (a), (b) or (c) with respect to ISOs shall be made only after the
Committee, after consulting with counsel for the Company, determines whether
such adjustments would constitute a "modification" of such ISOs (as that term is
defined in Section 424 of the Code) or would cause any adverse tax consequences
for the holders of such ISOs. If the Committee determines that such adjustments
made with respect to ISOs would constitute a modification of such ISOs, it may
refrain from making such adjustments.

      (f) No fraction of a share shall be purchasable or deliverable upon the
exercise of any option, but in the event any adjustment hereunder of the number
of shares covered by the option shall cause such number to include a fraction of
a share, such fraction shall be adjusted to the nearest whole number of shares.

      (g) The Committee may make similar adjustments or substitutions for stock
awards.

      13. No Special Employment Rights. Nothing contained in the Plan or in any
option or award granted under the Plan shall confer upon any option or award
holder any right with respect to the continuation of his or her employment by
the Company (or any subsidiary) or interfere in any way with the right of the
Company (or any subsidiary), subject to the terms of any separate employment
agreement to the contrary, at any time to terminate such employment or to
increase or decrease the compensation of the option or award holder from the
rate in existence at the time of the grant of the option or award. Whether an
authorized leave of absence, or absence in


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military or government service, shall constitute termination of employment shall
be determined by the Committee at the time.

      14. Withholding. The Company's obligation to deliver shares upon the
exercise of an option or award granted under the Plan shall be subject to the
option or award holder's satisfaction of all applicable foreign, federal, state,
and local income, excise, employment, and other tax withholding requirements.
The Company shall be entitled to satisfy such withholding requirement from any
compensation or other amounts owed to the optionee or award recipient. Except to
the extent that share withholding would result in a charge to earnings for
financial accounting purposes, the Company and employee may agree to withhold
shares of Common Stock purchased upon exercise of an option to satisfy the
above-mentioned withholding requirements.

      15. Restrictions on Issue of Shares.

      (a) Notwithstanding the provisions of Section 9, the Company may delay the
issuance of shares covered by an award or by the exercise of an option and the
delivery of a certificate for such shares until one of the following conditions
shall be satisfied:

            (i) The shares with respect to which such option has been exercised
or award made are at the time of the issue of such shares effectively registered
or qualified under applicable federal and state securities acts now in force or
as hereafter amended; or

            (ii) Counsel for the Company shall have given an opinion, which
opinion shall not be unreasonably conditioned or withheld, that such shares are
exempt from registration and qualification under applicable Federal and state
securities acts now in force or as hereafter amended.

      (b) It is intended that all exercises of options and stock awards shall be
effective, and the Company shall use its best efforts to bring about compliance
with the above conditions within a reasonable time, except that the Company
shall be under no obligation to qualify shares or to cause a registration
statement or a post-effective amendment to any registration statement to be
prepared for the purpose of covering the issue of shares in respect of which any
option may be exercised or stock award made, except as otherwise agreed to by
the Company in writing.

      16. Purchase for Investment; Rights of Holder on Subsequent Registration.
Unless the shares to be issued under the Plan have been effectively registered
under the Securities Act of 1933, as now in force or hereafter amended, the
Company shall be under no obligation to issue any shares covered by any option
or award unless the person who exercises such option, in whole or in part, or
who receives such award, shall give a written representation and undertaking to
the Company which is satisfactory inform and scope to counsel for the Company
and upon which, in the opinion of such counsel, the Company may reasonably rely,
that he or she is acquiring the shares issued for his or her own account as an
investment and not with a view to, or for sale in connection with, the
distribution of any such shares, and that he or she will make no transfer of the
same except in compliance with any rules and regulations in force at the time of
such transfer


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under the Securities Act of 1933, or any other applicable law, and that if
shares are issued with out such registration, a legend to this effect may be
endorsed upon the securities so issued. In the event that the Company shall,
nevertheless, deem it necessary or desirable to register under the Securities
Act of 1933 or other applicable statutes any shares with respect to which an
option shall have been exercised, or stock award made, or to qualify any such
shares for exemption from the Securities Act of 1933 or other applicable
statutes, then the Company may take such action and may require from each
optionee or award recipient such information in writing for use in any
registration statement, supplementary registration statement, prospectus,
preliminary prospectus or offering circular as is reasonably necessary for such
purpose and may require reasonable indemnity to the Company and its officers and
directors and controlling persons from such holder against all losses, claims,
damages and liabilities arising from such use of the information so furnished
and caused by any untrue statement of any material fact therein or caused by the
omission to state a material fact required to be stated therein or necessary to
make the statements therein no misleading in the light of the circumstances
under which they were made.

      17. Loans. The Company may make recourse loans to optionees to permit them
to exercise options and to award recipients to permit them to purchase shares.
If loans are made, the requirements of all applicable federal and state laws and
regulations regarding such loans must be met.

      18. Modification of Outstanding Options and Awards. The Committee may
authorize the amendment of any outstanding option or award with the consent of
the optionee or award recipient when and subject to such conditions as are
deemed to be in the best interests of the Company and in accordance with the
purposes of the Plan and so long as such amendment does not violate any
contractual obligations of the Company.

      19. Approval of Stockholders. The Plan shall be subject to approval by the
vote of stockholders holding at least a majority of the voting stock of the
Company present, or represented, and entitled to vote at a duly held
stockholders' meeting, or by written consent of a majority of the stockholders,
within twelve (12) months after the adoption of the Plan by the Committee and
shall take effect as of the date of adoption by the Committee upon such
approval. The Committee may grant options or make awards under the Plan prior to
such approval, but any such option or award shall be conditioned upon such
approval and, accordingly, no such option may be exercisable prior to such
approval and no such award shall be settled prior to such approval.

      20. Termination and Amendment of Plan. Unless sooner terminated as herein
provided, the Plan shall terminate ten (10) years from the date upon which the
Plan was duly adopted by the Board of Directors of the Company. The Committee
may at any time terminate the Plan or make such modification or amendment
thereof as it deems advisable so long as such modification or amendment does not
conflict with contractual obligations of the Company; provided, however, that
except as provided in Section 12, the Committee may not, without the approval of
the stockholders of the Company obtained in the manner stated in Section 19,
increase the maximum number of shares for which options or awards may be granted
or make any change in the Plan which requires stockholder approval under
applicable laws or regulations.


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Termination or any modification or amendment of the Plan shall not, without the
consent of an optionee, adversely affect his or her rights under an option
theretofore granted to him or her.

      21. Reservation of Stock. The Company shall at all times during the term
of the Plan reserve and keep available such number of shares of stock as will be
sufficient to satisfy the requirements of the Plan and shall pay all fees and
expenses necessarily incurred by the Company in connection therewith.

      22. Limitation of Rights in the Option Shares. An optionee shall not be
deemed for any purpose to be a stockholder of the Company with respect to any of
the options except to the extent that the option shall have been exercised with
respect thereto and, in addition, a certificate shall have been issued
theretofore and delivered to the optionee.

      23. Governing Law. The Plan and all determinations made and actions taken
with respect thereto shall be governed by the laws of the State of Delaware,
without regard to its conflict of law rules.

Adopted by the Board of Directors: _____________________

Approved by the Stockholders: _____________________


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