Exhibit 10 (q)
MANAGEMENT AGREEMENT
RECITALS
THIS AGREEMENT, made
as of August 20th,
2004 between
BAYSHORE
RAWBAR, LLC, a Florida
limited liability company ("RAWBAR") and HMG
Advisory Bayshore Inc., a Florida corporation ("the Manager").
RAWBAR is
the
owner of that
certain leasehold restaurant property located in
Coconut Grove
Florida (the "property')and known as "Montys Rawbar",
located on the
first floor of the building and the Patio Area (the
"Restaurant") defined
in the Sublease.
Manager desires to be engaged to
provide accounting
and cash management controls and services to any
tenant or operator of any Restaurant owned by Rawbar under the terms
and
conditions herein contained.
ARTICLE I
ENGAGEMENT OF MANAGER AND RENTAL RESPONSIBILITY
1.1
Engagement
as Manager.
Rawbar hereby engages the Manager as an
independent contractor
to provide the services described herein
and Manager hereby accepts such engagement, all on the terms and
conditions and
subject to the limitations and restrictions
hereinafter provided.
ARTICLE II
DUTIES OF MANAGER
2.1
Manager
shall have the following duties and authority pursuant to
this Management Agreement.
Manager shall
consult with any tenant or operator of the
Restaurant in areas of maintenance of books and records,
statement
preparation and
implementation
of Raw Bar's working capital
requirements and controls. In addition, Manager will consult with
tenant or operator in matters of payroll and insurance
coverage.
2.2 At the request of Rawbar, Manager shall also assist in the
implementation of Rawbar's restaurant operations from any tenant
or operator
to a newly appointed tenant or operator for a
reasonable period following such appointment.
2.3
At the
request of Rawbar, Manager shall assist any tenant or
operator in the
screening of qualified personnel to serve as
Cashier for
the Restaurant provided approval of the Cashier
position is a requirement imposed by Rawbar or its owners upon
any
tenant or operator of the restaurant.
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ARTICLE III
GENERAL PROVISIONS
3.1
Manager's
agents and employees shall at all times, while upon the
premises of Restaurant and while engaged in the performance of
any
provisions of this agreement, conduct themselves in a proper and
professional manner
and refrain from any conduct detrimental to
restaurant or subjecting restaurant to criticism.
3.2
Compensation for Management. The compensation that Manager shall
be entitled to receive for services performed as Manager under
this Agreement
shall be a fee
computed and payable in arrears on
the first day of each month commencing on the effective date of
this Agreement, in an amount equal to $2,083.00. S
3.3
Term. This
Agreement shall commence as of the date first set forth
above and shall
thereafter
continue for a period equal to the
lesser of (i)
expiration the
Rawbar's lease at the Property ; or
(ii) Courtland Bayshore Raw Bar LLC. no longer owns an interest
in
Raw Bar.
Upon a sale of the
Restaurant to a third party or the sale of the
assets of Raw Bar to a third party, Rawbar may terminate this
Agreement by giving
the Manager thirty
(30) days prior
written
notice.
Upon termination of this Agreement under this Section 3.3,
Manager
shall be entitled to receive any management fees already accrued
and due to
manager under this Agreement., but shall not be
entitled to any termination fee or other compensation.
3.4
Assignment. Rawbar may
assign its rights and
obligations to any
successor in the
title to the Property (i.e., its leasehold
interest) and
upon such assignment shall be relieved of all
liability accruing
after the effective date of such and the
assignee assumes the
obligations of Rawbar
under this Agreement.
Upon any such
assignment by Rawbar,
Manager shall have the right
to terminate this Agreement after 30 days prior written notice
to
Rawbar. Manager may not assign its obligations hereunder,
without
the express prior
written consent of Rawbar except to an
entity
which is controlled by
HMG Advisory Bayshore
Inc. (with similar
accounting experience
to Larry Rothstein)
and only after written
notice of such
assignment has been
given of the
obligations or
duties required to be
kept or performed by it hereunder and such
assignee has assumed the obligations of Manager hereunder.
3.5
Notice.
All notices required
or permitted by this Agreement shall
be in writing and shall be sent by personal delivery or
registered
or certified
mail, return receipt requested, or facsimile
addresses in the case of:
2
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Rawbar:
Bayshore Rawbar, LLC
300 Alton Road
Suite 303
Miami Beach, Florida 33139
ATTN: Mr. Robert Christoph, Jr.
Facsimile: 305-673-5995
with a copy to:
Courtland Bayshore Rawbar LLC
1 870 S. Bayshore Drive
Coconut Grove, FL 33133
ATTN:
Larry Rothstein
Facsimile: 305-85
