SECOND AMENDMENT TO SHELLS SEAFOOD RESTAURANTS, INC. RESTAURANT SYSTEM PURCHASE AGREEMENT

This Second Amendment to Shells Seafood Restaurants, Inc. Restaurant System Purchase Agreement (“Second Amendment”) is made effective as of December 10, 2007, by and between Shells Seafood Restaurants, Inc., a Delaware corporation (“Shells”), and Food And Entertainment Co., Ltd., a limited liability company with commercial register No. 2051024638 issued from Khobar Commercial Registration Office on 24/08/1421H (“F&E”).

RECITALS:

WHEREAS, F&E has recently executed and delivered to Shells that certain (i) Restaurant System Purchase agreement, dated September 27, 2007, between F&E and Shells (the “Original Agreement;”) and (ii) Amendment to Shells Seafood Restaurants, Inc. Restaurant System Purchase Agreement (the “First Amendment”); and

WHEREAS, prior to the date hereof, neither the Original Agreement nor First Amendment have been executed by Shells, and thus have not been effective prior to the date hereof; and

WHEREAS, the Original Agreement contemplated that Shells would receive a confirmed letter of credit by October 5, 2007; and

WHEREAS, such letter of credit was first received and confirmed on December 4, 2007; and

WHEREAS, in accordance with the terms of the Original Agreement, such receipt and confirmation of the letter of credit by Shells was a condition to the execution and delivery of the Original Agreement by Shells; and

WHEREAS, the Original Agreement, First Amendment, and this Second Amendment (collectively, the “Agreement”) are being signed by Shells on December 10, 2007, which date F&E and Shells acknowledge is the effective date of each of the Original Agreement and both such amendments; and

WHEREAS, in addition, F&E and Shells desire to modify the terms and conditions of the Agreement as further provided herein.

NOW, THEREFORE, in consideration of the mutual covenants contained in the Agreement and herein, and for other good and valuable consideration, Shells and F&E hereby agree as follows:

1.  Summary Pages. The summary of the Effective Date in the Summary Pages to the Agreement is deleted in its entirety and replaced with the following:

“2. Effective Date: December 10, 2007.”

2.  Summary Pages. The summary of the Purchase Price in the Summary Pages to the Agreement is deleted in its entirety and replaced with the following:

“4. Purchase Price: U.S. $1,750,000, payable (a) U.S. $700,000 on or before the execution of this Agreement (subject to application of a U.S. $80,000 deposit credit); (b) U.S. $350,000 within 90 days of October 5, 2007; (c) U.S. $350,000 within 180 days of October 5, 2007; and (d) U.S. $350,000 within 270 days of October 5, 2007.”

3. Sections 4.6 and 4.7 (Monthly Technical Consulting and Support Services Fee and Letter Of Credit). Sections 4.6 and 4.7 of the Agreement are supplemented to reflect that Shells received the Letter of Credit on or about December 4, 2007 and shall consider the Letter of Credit timely provided for purposes of this Agreement.

4.  Construction. Any capitalized terms used but not defined in this Second Amendment shall have the meanings assigned in the Original Agreement or First Amendment, as applicable. To the extent of any contradiction or inconsistency between the Original Agreement or First Amendment and this Second Amendment, the provisions of this Second Amendment will control.

[COMPLETED AND EXECUTED ON THE FOLLOWING PAGE]

IN WITNESS WHEREOF, the undersigned have entered into this Second Amendment to Restaurant System Purchase Agreement as of the Effective Date.

	Shells:
ATTEST:	SHELLS SEAFOOD RESTAURANTS, INC.
Witness # 1
By: ________________________________	By: ________________________________
Name: ______________________________	Name: ______________________________
	Title: _______________________________
Witness # 2
By: ________________________________
Name: ______________________________
	F&E:
ATTEST:	FOOD AND ENTERTAINMENT CO., LTD.
	a limited liability company with commercial register No. 2051024638 issued from Khobar Commercial Registration Office on 24/08/1421H
Witness # 1
By: ________________________________	By: ________________________________
Name: ______________________________	Name: ______________________________
	Title: _______________________________
Witness # 2
By: ________________________________
Name: ______________________________