,;

Amendment to Revocable Permit

THIS AMENDMENT made this L day of e...... 1997, to a
Revocable Permit dated December 21, 1994 (the "Permit"), by and betwee the City
of Miami (the "City") and Bayside Seafood Restaurant, Inc. (the "Permittee" .
Witnesseth
WHREItS, by Revocable Permit ("Permit") dated December 21, 1994, the
City permitted Permittee to operate a restaurant concession consisting of
approximately 4,000 s.f: of outdoor deck dining area and approximately 2,000 s.f. of
enclosed kitchen and dining area at approximately 3501 Rickenbacker Causeway,
Miami, Florida;
WHREItS. City and Permittee desire to amend the Permit and to formally
reflect their understandings and agreements with respect thereto;
NOW'. THRFoaE, the parties hereto do hereby covenant and agree as
follows:
1. Paragraph 4 of the Permit is hereby amended as follows:
Effective February 1, 1997, the monthly Fee for use of the Area
shall be a minimum of two thousand five hundred dollars ($2,500)
plus eight percent (8%) of Gross Proceeds greater than $500,000 per
year prorated on a monthly basis. Within fifteen (15) days after the
end of each calendar month: (i) Permittee shall pay to City the
monthly Fee of $2,500); (ii) Permittee shall deliver to City a written
report of Gross Proceeds during the preceding calendar month, on
forms approved by City. This report shall be signed by Permittee
certifying to the accuracy of such Gross Proceeds, and (iii) Permittee
shall pay to City the percentage fee due, if any, for the preceding
calendar month based upon the Gross Proceeds for the preceding
calendar month. At the end of each Permit year, if Permittee can
demonstrate that it has made an overpayment in percentage fees due,
Permittee shall be entitled to receive a credit against the next
payment of minimum monthly fees due. In no event shall Permittee
be entitled to receive any interest on any overpayment.
2. A new paragraph 30 is hereby added as follows:
Credits. Adjustments and Agreements
a) Existing Debt. Permittee hereby acknowledges that
Permittee failed to pay the monthly fees due to the City under the
terms of the Permit for the period of November, 1995 through
January, 1997. Accordingly, Permittee acknowledges that Permittee
owes the City unpaid fees in the amount of forty thousand, six
hundred and eighty-six dollars and 72/100 ($40,686.72) plus State use
tax in the amount of four thousand, five hundred and sixteen dollars
and 08/100 ($4,516.08) for a total amount due of forty-five thousand,
two hundred and two dollars and 80/100 ($45,202.80).
b) Credits to Permittee. Permittee shall receive a one time
credit in the amount of twelve thousand, nine hundred and twenty
dollars and 32/100 ($12,920.32) to be applied against the monies due
to the City leaving a balance due to the City of thirty-two thousand,
two hundred and eighty-two dollars and 48/100 ($32,282.48) (the
"Existing Debt").
Effective February I, 1997, the City shall issue to Permittee a
monthly credit of seven hundred and eighty-five dollars ($785) for the
provision of janitorial services to the public restrooms. This credit
shall applied to reduce the amount of the "Existing Debt".
c) Payment Agreement. Permittee agrees to pay to the City
the Existing Debt on the date and in the manner following:
Four thousand dollars ($4,000) to be paid by Permittee on or before
May 30, 1997, and one thousand dollars ($1,000) per month
commencing June I, 1997 and an equal payment of one thousand
dollars ($1,000) on the first day of each month thereafter until all
amounts due are paid in full.
City hereby acknowledges receipt of four thousand dollars ($4,000) on
May 27, 1997 representing the monthly payment for the Existing
Debt for the period of February through May, 1997. City further
acknowledges receipt of the following one thousand dollar payments
as payment towards the Existing Debt: (a) Payment for June, 1997
was received on June 4, 1997; (b) Payment for July, 1997 was received
on July 7, 1997; (c) payment for August, 1997 was received on August
18, 1997; and (d) payment for September, 1997 was received on
September 15, 1997.
Any payment not received by the 15th day of any given month shall be
assessed a 5% late charge fee of the amount due.
d) Permittee's Water Consumption. Permittee hereby
agrees to procure a new water consumption survey to be performed by
an engineer approved by the City. The City shall share in the cost of
the survey by permitting Permittee to reduce the existing debt by 50%
of the actual survey cost. The findings of said survey shall be binding
upon the parties. The City shall adjust amounts due for water service
retroactive to December, 1994, based on the usage findings of the new
consumption survey. The adjusted usage amount shall remain
payable monthly to the City by Permittee, on the first day of each
month.
3. A new paragraph 31 is hereby added as follows:
Condition Precedent
The parties acknowledge that this Amendment is contingent upon
receipt by the City of a personal guarantee from Rolf Gerstner,
individual, guaranteeing the payment of the Existing Debt in
accordance with the terms and conditions of the guarantee attached
hereto as Exhibit 1.
In lieu of a personal guarantee, the City will accept a check payable to the
"City of Miami" in the amount of eighteen thousand and two dollars and
48/100 ($18,002.48) ("Guarantee Check"), representing the outstanding
balance of the Existing Debt as of September 25, 1997. Said check shall be
held by the City and shall not be deposited unless and until Permittee
violates the terms and conditions of the Permit, as amended. In the event
the Existing Debt is not extinguished within six months of the date the check
is written, Permittee shall provide a new check in the amount of the Existing
Debt then outstanding which check shall also be held and not deposited as
provided above unless and until Permittee violates the terms and conditions
of the Permit, as amended. Notwithstanding the above, Permittee may from
time to time provide to City a new check to be held in escrow as referenced
above to reflect the amount of the Existing Debt then outstanding at the
time the new check is provided.
In the event of a default by Permittee under the terms of the Permit, the
Guarantee Check shall be held by the City as a guarantee that the one
thousand dollar ($1,000) monthly payments continue under the terms herein.
If said payments are not made as provided, then the Guarantee Check will
be deposited and the City will refund the difference, if any, between the
Guarantee Check and the then outstanding Existing Debt.
4. The Permit entered into between City and Permittee dated December 21,
1994 shall remain in full force and effect and shall not be deemed to be modified
except as modified hereinabove.

IN WITNESS WHEREOF, the parties hereto have, through their property
corporate officials, executed this Amendment to the Permit on the day and year first
above written.
Edward Marqu z
City Manager
Approved as to Form and Correctness:
L
Rolf Ge tner, President
Bayside eafood Restaurant, Inc.
STATE OF FLORIDA )
)
COUNTY OF DADE )
() Thf-. foregoing instrument was befpre me this t:rt.b day of
<!"6b, C , 1997 by Rn1;f 1"S"t:n e r- (name of person
* nowledJlipg), ';liho is personally k wn to me or who has produced
I:t. . tt'.e. a' as identification and who did (did not) take an oath.
er I c:.
of No ary I
P" na;::r-: ?J r CIl /
Prill.t Name / 7
(!C!.
Commission No.
GLENNA J. CARROLL
Nolary PublIc SIal. of FlOrIda
MvCOlh' ExpIr.. 0ec4.1999
Cam' ' ICC 492IlO7