Exhibit 99.4

The Smith & Wollensky Restaurant Group, Inc.

880 Third Avenue

New York, New York 10022

February 26, 2007

St. James Associates, L.P.

c/o Levi Company

85 Larchmont Avenue

Larchmont, New York 10538

Amended and Restated Sale and License Agreement dated as of the 1^st day of January, 2006, by and between St. James Associates, L.P. as Licensor and The Smith & Wollensky Restaurant Group, Inc. as Licensee (the “License Agreement”)

Gentlemen:

This letter is written for the purpose of resolving a disagreement concerning the liability of The Smith & Wollensky Restaurant Group, Inc. (“SWRG”) pursuant to License Agreement to make Royalty Payments with respect to the Restaurant Sales and Non-Restaurant Sales made at the “Quality Meats” restaurant operated by SWRG since April 1, 2006. Accordingly, it is agreed as follows:

1. All terms, the initial letters of which are capitalized and not otherwise defined in this letter agreement shall have the meanings set forth in the License Agreement.

2. SWRG acknowledges that Quality Meats is a steakhouse and that Licensor is, in accordance with paragraph 5.b. of the License Agreement, owed an annual Percentage Royalty of one (1%) on all Restaurant Sales and Non-Restaurant Sales ofQuality Meats beginning April 1, 2006.

3. Annexed hereto as Schedule 1 is a statement which SWRG warrants and represents shows, on a monthly basis, all Restaurant Sales and Non-Restaurant Sales made at the “Quality Meats” restaurant for the period April 1, 2006 through and including January 31, 2007, which total $6,554,562. Delivered herewith to Licensor is a check from SWRG payable to Licensor in the amount of $65,546, or one (1%) of all such Restaurant Sales and Non-Restaurant Sales. Licensor acknowledges receipt of said check, subject to collection. Commencing on the 15^th day of March, 2007 and on the 15^th day of each month thereafter, SWRG will continue to pay to Licensor a Percentage Royalty payment of one (1%) of all Restaurant Sales and Non-Restaurant Sales made at the “Quality Meats” restaurant for the prior month.

4. In the event that the entire business of SWRG is sold (the “Sale”), and, as part of that Sale the ownership of Quality Meats, on and after the closing of such Sale neither SWRG not any Affiliate of SWRG has any direct or indirect interest in the “Quality Meats” restaurant, Stillman may, by written notice to Licensor, elect to terminate this agreement effective on the last day of the month in which the Sale occurs; provided, however, such notice of election shall not be effective unless on the 15^th day of the following month (a) all unpaid Percentage Royalty payments which are due with respect to Restaurant Sales and Non-Restaurant Sales made at the “Quality Meats” restaurant through and including the effective date of the notice of termination are paid to Licensor and (b) such payment is accompanied by supporting data establishing the Restaurant Sales and Non-Restaurant Sales for which such Percentage Royalty payment is being made.

5. SWRG warrants and represents to Licensee that the provisions of this agreement have been discussed with all members of the board of directors of SWRG.

6. This agreement shall be binding upon the parties and their respective heirs, successors and assigns. It may not be modified except by an instrument in writing signed by Licensor and Licensee. It may be signed in one or more counterparts, each of which shall be considered an original and the same instrument.

[Balance of Page Intentionally Left Blank]

If the above accurately reflects our understanding as to the subject matter thereof, please so indicate by signing the enclosed copy of this letter and retuning the same to the undersigned.

Sincerely yours,

The Smith & Wollensky Restaurant Group, Inc.

By:/s/ Eugene Zuriff

Eugene Zuriff, President

The foregoing is agreed to:

St James Associates, L.P.

By: Chamblair Realty, Inc.,

General Partner

By:/s/ Thomas J. Malmud

Thomas J. Malmud, President

By: Smith & Wollensky Operating Corp.,

General Partner

By: /s/ Alan N. Stillman

Alan N. Stillman, President

The undersigned, Alan N. Stillman, hereby

agrees that he will cause Quality Meats to make

all payments due hereunder which are not made by

SWRG, including, without limitation, any payments

payable after the Sale.

/s/ Alan N. Stillman

Alan N. Stillman

Schedule 1

Restaurant Sales and Non- Restaurant Sales-Quality Meats

Apr-06

221,025

May-06

449,317

Jun-06

617,855

Jul-06

486,783

Aug-06

493,052

Sep-06

748,194

Oct-06

771,185

Nov-06

801,330

Dec-06

1,190,880

Jan-07

774,942

TOTAL

6,554,563