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 ?)

Exhibit 99.3

Patina Restaurant Group, LLC

120 West 45 ^th Street

New York, New York 10036

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:

Patina Restaurant Group, LLC and/or its principals (“ Patina ”) propose to acquire all of the outstanding equity interests (the “ Acquisition ”) in The Smith & Wollensky Restaurant Group, Inc. (“ SWRG ” or “ Licensee ”). Following the Acqusition, SWRG, as a wholly owned subsidiary of Patina, will continue to be bound by all of the terms, covenants and conditions of the License, and will continue to own and operate the existing eight Smith & Wollensky restaurants owned by SWRG and located outside of the City of New York (the “ Licensed Units ”). Substantially all of the other assets of SWRG (including the management agreement between St. James Associates, L.P. (“ St. James ”) and SWRG relating to the operation of the Smith & Wollensky restaurant in New York City) are to be transferred to Mr. Alan Stillman or his designees at the closing of the Acquisition (the “ Split-off ”). Following the Acquisition and the Split-off, Mr.Stillman will have no equity interest in or any management or consulting responsibilities at SWRG or Patina.

This letter sets forth the understanding between St. James and Patina as to the Acquisition and the Split-off and as to certain amendments to the License Agreement which are to become effective upon the closing of the Acquisition. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the License Agreement.

1. At the Closing of the Acquisition, Patina shall cause SWRG to execute and deliver to St. James, and St. James will execute and deliver to, SWRG, a letter agreement in the form of that attached hereto as Schedule 1 , amending and clarifying certain provisions of the License Agreement.

2. The obligations of Patina and St. James under the terms of this letter agreement shall automatically terminate and be of no further force and effect (and upon such termination neither party shall have any further obligation or responsibility to the other hereunder) if the Acquisition has not been consummated by Patina (or an Affiliate of Patina) and SWRG by the earlier to occur of the following: (i) the date on which either SWRG or Patina (or an Affiliate of Patina) either (x) gives St James or the other written notice or (y) publicly announces that either Patina

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(or an Affiliate of Patina) or SWRG has abandoned its efforts to conclude the Acquisition, (ii) an Acquisition occurs with an entity other than Patina (or an Affiliate of Patina) or (iii) January1, 2008, unless the Acquisition has closed prior to such date.

3.             Concurrently, Patina has delivered to St. James Associates, L.P. copies of the Patina Restaurant Group, LLC unaudited balance sheet as at December 31, 2006 (the “Balance Sheet”). Patina warrants and represents that the Balance Sheet fairly presents the financial condition of Patina as of the date specified.

[Signature Page Follows]

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                               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.

St James Associates, L.P.

By its General Partners:

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SCHEDULE 1—FORM OF AMENDMENT TO LICENSE AGREEMENT

The Smith & Wollensky Restaurant Group, Inc.

880 Third Avenue

New York, New York 10022

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:

_________________, a Delaware ____________ (the “ SWRG Parent ”) has, this day, (the “ Effective Date ”) acquired all of the outstanding equity interests (the “ Acquisition ”) in The Smith & Wollensky Restaurant Group, Inc. (“ SWRG ” or “ Licensee ”). To induce St. James Associates, L.P. to execute and deliver this agreement, SWRG Parent and the Licensee jointly and severally warrant and represent to Licensor (i) that Licensee and SWRG Parent are affiliates of Patina Restaurant Group, LLC (“ Patina ”), (ii) that Patina and SWRG Parent are beneficially owned and controlled by Shidax Corporation, Joachim Splichal and Fortunato N. Valenti, (iii) that SWRG Parent is qualified to do business in the State of New York and (b) that SWRG Parent owns all of the issued and outstanding shares of SWRG.

This letter agreement is entered into in connection with the closing of the Acquisition and sets forth the understanding between St. James and SWRG as to certain matters relating to the License Agreement. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the License Agreement.

1.1.1      To add the following language to Paragraph 4.b : “Any relocated Restaurant which is opened in compliance with the provisions of the last grammatical paragraph of Paragraph 4.b of the License Agreement shall not satisfy the obligations of Licensee under Paragraph 4.d of the License Agreement to open new Restaurants and make Additional Sale Price Payments (said obligations of Licensee, collectively, the “ Build Out Obligations ”).

“Between the Effective Date and the sixth (6 ^th ) anniversary of the Effective Date (said period, the “ Applicable Period ”), Licensee shall (i) open up at least two (2) new Restaurants and make the Additional Sale Price Payment that would be due with respect to each such Restaurant pursuant to the provisions of Paragraph 4.b.(ii) of the License Agreement calculated as of the date of each such payment and (ii) make a non refundable advance payment of Additional Sale Price Payments equal to the product of (x) the number by which four (4) exceeds the number of new Restaurants that are actually opened at that time multiplied by (y) the Additional Sale Price Payment that would be due pursuant to the provisions of Paragraph 4.b.(ii) of the License Agreement calculated as of the date of such payment. Any such non refundable advance payment shall be credited against and serve to reduce any future Additional Sale Price Payments due from Licensee under the provisions of Paragraph 4.b.(ii) . ”

2. Modification of Provisions of Paragraph 5.b with respect to Sales at other Steakhouses.

The License Agreement is hereby amended by adding the following sentences to the end of Paragraph 5. b .: “Notwithstanding the preceding, no one percent (1%) or other Percentage Royalty will be payable wi