SMITH & WOLLENSKY RESTAURANT GROUP INC
EX. 10.5 - PROMISSORY NOTE
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>11
<FILENAME>ex10-95_promissory.txt
<DESCRIPTION>EX. 10.5 - PROMISSORY NOTE
<TEXT>


                                                                   Exhibit 10.95


                                 PROMISSORY NOTE

$2,000,000                                                 As of July 21st, 2004

         FOR VALUE  RECEIVED,  S&W OF LAS  VEGAS,  L.L.C.,  a  Delaware  limited
liability  company,  having an office  at c/o The Smith &  Wollensky  Restaurant
Group,  Inc.,  1114 First  Avenue,  New York,  New York 10021 (the  "Borrower"),
hereby  unconditionally  promises  to pay to the  order of MORGAN  STANLEY  DEAN
WITTER COMMERCIAL FINANCIAL SERVICES,  INC., a Delaware corporation,  as lender,
having an  address at 2000  Westchester  Avenue,  Purchase,  New York 10577 (the
"Lender"),  or at such other  place as the  holder  hereof may from time to time
designate  in writing,  the  principal  sum of TWO  MILLION  AND NO/100  DOLLARS
($2,000,000),  or, if less than such  principal  amount,  the  aggregate  unpaid
principal  amount of all Advances (as defined in the Line of Credit Agreement of
even date herewith by and among the Borrower,  The Smith & Wollensky  Restaurant
Group,  Inc., Smith & Wollensky of Boston LLC and the Lender (as the same may be
amended,  supplemented or otherwise modified,  the "Loan Agreement"),  in lawful
money of the United States of America with interest  thereon to be computed from
the date of this Note (this "Note") at the rate  determined  in accordance  with
the Basic Loan Terms  portion of the Loan  Agreement  (as such rate may increase
pursuant to the terms of the Loan Agreement),  and to be paid in accordance with
the terms of this Note and the Loan Agreement. All capitalized terms not defined
herein shall have the respective meanings set forth in the Loan Agreement.

                           ARTICLE 1 - PAYMENT TERMS

        This Note is the Note  referred to in the Loan  Agreement and is subject
to the terms and provisions of the Loan Agreement including, without limitation,
the said  Basic  Loan  Terms and  Article  II.  Any  outstanding  balance of the
principal sum of this Note and all accrued and unpaid interest  thereon shall be
due and payable on the Termination  Date. All Advances made by the Lender to the
Borrower under the Loan  Agreement  shall be recorded by the Lender and endorsed
on the grid  schedule  attached  hereto (or a similar  record  maintained by the
Lender).

                      ARTICLE 2 - DEFAULT AND ACCELERATION

         The Advances  shall without notice become due and payable at the option
of the Lender (or  immediately  upon the occurrence of an Event of Default under
Section  6.01(e) of the Loan  Agreement)  in accordance  with the  provisions of
Section 6.01 of the Loan Agreement.  The Borrower agrees to pay default interest
and late charges, as provided for in the said Basic Loan Terms.

                          ARTICLE 3 - OTHER DOCUMENTS

         This Note is  secured  by the Deed of Trust  and the  other  Collateral
Documents.  All of the terms,  covenants  and  conditions  contained in the Loan
Agreement are hereby made part of this Note to the same extent and with the same
force as if they were  fully set forth  herein.  In the event of a  conflict  or
inconsistency  between the terms of this Note and the Loan Agreement,  the terms
and provisions of the Loan Agreement shall govern.

                           ARTICLE 4 - SAVINGS CLAUSE

         Anything  herein to the  contrary  notwithstanding,  if at any time the
interest  rate under  this Note,  together  with all fees and  charges  that are
treated as interest  under  applicable law  (collectively,  the  "Charges"),  as
provided for in the Loan Agreement or herein or in any other Loan  Document,  or
otherwise  contracted for, charged,  received,  taken or reserved by the Lender,
shall exceed the maximum lawful rate (the "Maximum Rate") that may be contracted
for,  charged,  taken,  received or reserved  by the


<PAGE>


Lender in accordance with  applicable law, the rate of interest  payable on this
Note,  together with all Charges payable to the Lender,  shall be limited to the
Maximum Rate. The Borrower shall never be liable for unearned  interest  thereon
or shall ever be  required  to pay  interest  thereon  in excess of the  maximum
amount that may be lawfully  charged under  applicable  law from time to time in
effect.  If (a) the maturity of the  obligations of the Borrower under this Note
is accelerated for any reason,  (b) any of such obligations are prepaid and as a
result any amounts held to constitute interest are determined to be in excess of
the legal  maximum  or (c) the  Lender or any other  holder of any or all of the
obligations  of the  Borrower  under  this  Note  or the  Loan  Agreement  shall
otherwise  collect moneys that are determined to constitute  interest that would
otherwise  increase the interest on any or all of such  obligations to an amount
in excess of that permitted to be charged by applicable law then in effect, then
all such sums  determined to  constitute  interest in excess of such legal limit
shall,  without  penalty,  be  promptly  applied to reduce the then  outstanding
principal  of such  obligations  or, at the  Lender's or such  holder's  option,
promptly  returned  to the  Borrower  or  the  other  payor  thereof  upon  such
determination.

                           ARTICLE 5 - NO ORAL CHANGE

         No amendment or waiver of any provision of this Note nor consent to any
departure by the Borrower therefrom,  shall in any event be effective unless the
same shall be in writing  and  signed by the Lender and the  Borrower,  and then
such waiver or consent shall be effective only in the specific  instance and for
the specific purpose for which given.

                              ARTICLE 6 - WAIVERS

         The  Borrower  and all others who may become  liable for the payment of
all or any part of the Advances do hereby severally waive presentment and demand
for payment,  notice of dishonor,  notice of intention to accelerate,  notice of
acceleration,  protest  and  notice of  protest  and  non-payment  and all other
notices of any kind  except as  expressly  provided  in the Loan  Agreement.  No
release of any  security  for the  Advances or  extension of time for payment of
this Note or any installment  hereof, and no alteration,  amendment or waiver of
any  provision  of this  Note,  the  Loan  Agreement  or any of the  other  Loan
Documents  made by  agreement  between  the  Lender  or any other  Person  shall
release,  modify, amend, waive, extend, change,  discharge,  terminate or affect
the  liability of the  Borrower,  and any other Person who may become liable for
the  payment  of all or any part of the  Advances,  under  this  Note,  the Loan
Agreement or the other Loan Documents (except as otherwise specifically provided
in writing by any such alterations, amendments or waivers of this Note, the Loan
Agreement or the other Loan  Documents).  No notice to or demand on the Borrower
shall be deemed to be a waiver of the obligation of the Borrower or of the right
of the  Lender  to take  further  action  without  further  notice  or demand as
provided for in this Note, the Loan Agreement or the other Loan Documents.

                            ARTICLE 7 - GOVERNING LAW

         This  Note  shall be  governed,  construed,  applied  and  enforced  in
accordance  with the laws of the  State of New York and  applicable  laws of the
United States of America  without regard to conflicts of laws  principles of New
York State law other than  Section  5-1401 of the New York  General  Obligations
Law.

                              ARTICLE 8 - NOTICES

         All  notices  or  other  written  communications   hereunder  shall  be
delivered in accordance with Section 7.02 (and the said Basic Loan Terms) of the
Loan Agreement.


                                      -2-
<PAGE>


         IN WITNESS WHEREOF,  Borrower has duly executed this Note as of the day
and year first above written.


                               BORROWER:


                               S&W OF LAS VEGAS, L.L.C.
                               By:  The Smith & Wollensky Restaurant Group, Inc.


                                   By:/s/ Alan M. Mandel
                                      ------------------------------------
                                      Name:  Alan M. Mandel
                                      Title: Secretary







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

         On the 20th day of July in the year 2004, before me, the undersigned, a
Notary  Public  in and for  said  State,  personally  appeared  Alan M.  Mandel,
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 individuals, or the person upon behalf of which
the individual acted, executed the instrument.



                                       /s/ Maria A. Chang
                                       ----------------------------------
                                       Notary Public


                                      -3-
<PAGE>


NOTE


                       Grid Schedule of Advances/Payments
                       ----------------------------------



                                                     Unpaid      Name of
                             Interest                Principal   Person
         Date     Advances   Rate       Payments     Balance     Making Notation
         ----     --------   ----       --------     -------     ---------------

         ______  _________   ________    _______     ________    ______________
         ______  _________   ________    _______     ________    ______________
         ______  _________   ________    _______     ________    ______________
         ______  _________   ________    _______     ________    ______________
         ______  _________   ________    _______     ________    ______________
         ______  _________   ________    _______     ________    ______________
         ______  _________   ________    _______     ________    ______________
         ______  _________   ________    _______     ________    ______________
         ______  _________   ________    _______     ________    ______________
         ______  _________   ________    _______     ________    ______________
         ______  _________   ________    _______     ________    ______________
         ______  _________   ________    _______     ________    ______________
         ______  _________   ________    _______     ________    ______________
         ______  _________   ________    _______     ________    ______________
         ______  _________   ________    _______     ________    ______________
         ______  _________   ________    _______     ________    ______________
         ______  _________   ________    _______     ________    ______________
         ______  _________   ________    _______     ________    ______________
         ______  _________   ________    _______     ________    ______________
         ______  _________   ________    _______     ________    ______________
         ______  _________   ________    _______     ________    ______________
         ______  _________   ________    _______     ________    ______________



                                      -4-

</TEXT>
</DOCUMENT>
