145 West 44th Street, 6th Floor

Exhibit 10.76

Jim Dunn, President/COO

The Smith & Wolensky Restaurant Group, Inc.

1114 First Avenue

New York, NY 10021

Re:    One CPS

Dear Jim:

I have considered our recent discussions and your recent letters to me relating to One CPS.  I am pleased to confirm the following on behalf of Plaza Operating Partners, Ltd. (“Owner”):

1. Effective January 1, 2004 Owner will pay Parade 59 Restaurant LLC (“Manager”) a minimum Base Management Fee of $50,000 per quarter in advance, on the first day of each calendar quarter.  The minimum Base Management Fee will be credited against any “Management Fee” which Manager may become entitled to for the year 2004 or thereafter under the terms of the Restaurant Management Agreement dated September 7, 2000, as amended, between Manager and Owner (the “Management Agreement”).  The minimum Base Management Fee will be payable so long as the Management Agreement is in effect.

2. Each of Owner and Manager will have the right to fund (or refuse to fund) any necessary “Additional Working Capital Contributions” (as defined in the Management Agreement) which may be necessary to fund the operation of One CPS.  If neither party is willing to fund required Additional Working Capital Contributions, either party may terminate the Management Agreement as provided in Section 7 of that agreement.

3. Except as modified in this letter the Management Agreement will remain in full force and effect.

We are pleased to learn of your plans to reopen for breakfast and look forward to receiving a revised budget to reflect the breakfast reopening.

Please confirm your agreement with this letter by signing in the space provided below.

Very truly yours,

PLAZA OPERATING PARTNERS, LTD., Owner

Agreed:

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