Master Distribution Agreement between Performance Food Group Florida, LLC and Shells Seafood Restaurants, Inc. (Effective October 1, 2002)

Contract Categories: Business Operations › Distribution Agreements
Summary

Performance Food Group Florida, LLC (PFG Florida) and Shells Seafood Restaurants, Inc. entered into a three-year agreement, starting October 1, 2002, for PFG Florida to serve as the primary distributor of foodservice products to all Shells locations. PFG Florida will supply at least 70% of Shells' purchases in specified product categories. The agreement covers all current and future Shells locations, with automatic one-year renewals unless terminated with 90 days' notice. Either party may terminate the agreement early under certain conditions, such as payment default, bankruptcy, or change in control.

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EX-10.52 6 dex1052.txt DISTRIBUTION AGREEMENT Exhibit 10.52 Performance Food Group, LLC Master Distribution Agreement With Shells Seafood Restaurants, Inc. Effective October 1, 2002 1 PFG Florida Overview Performance Food Group Florida, LLC (PFG Florida) is a wholly owned subsidiary of Performance Food Group, Inc. of Richmond, Virginia. Performance Food Group, Inc. has over $4 billion in purchasing power to assist our customers in receiving the efficiency necessary to be profitable. PFG Florida is a broadline distribution center located in Dover, Florida. Our facility is equipped with a state-of-the-art 125,000 sq. ft. warehouse, which is comprised of 42,000 sq. ft. of dry, 35,000 sq. ft. of freezer and 25,000 sq. ft. of cooler space. The cooler is capable of handling five different temperature zones to ensure product is stored at the specified temperature required. Our facility also boasts a 15,200 sq. ft. fully refrigerated shipping and receiving dock. Our main office building contains a 3,000 sq. ft. conference center with a fully equipped test kitchen. Our fleet has 40 - three compartment (dry, cooler, frozen) delivery vehicles to insure the integrity of your product from the manufacturer to your door. PFG Florida markets all major foodservice categories of products including fresh produce, dairy products and fresh meats. Our warehouse has a state-of-the-art 8,000 sq. ft. USDA inspected custom-cut meat room. We are able to custom-cut meat orders to your specifications, on-site. We stock Performance Food Group brands as well as Pocahontas label and national brands to ensure you receive a total commitment of quality assured products. Technology is a major part of today's foodservice industry and PFG Florida is ready with the state-of-the-art ordering systems including on-line Internet ordering and PC based ordering systems. Our Marketing Department is ready to assist you in bringing our fine products to your customers profitably, ensuring their return visits to your establishments as well as your future orders from PFG Florida. We are sincerely grateful for this opportunity you have given us to partner with a premier customer such as yourself. Thank you once again for this opportunity. 2 PFG Florida Mission Statement To provide our customers with a quality product, delivered on time, in good condition and at a fair price. This will insure customer satisfaction, employee satisfaction and profitability for both parties. 3 PFG Florida Team 3150 N. Gallagher Rd. Dover, Fl. 33527 ###-###-#### Key Personnel President Mike Colosi ext. 232 VP of Sales Bill Terry ext. 302 Dir. of Finance Joel Grade ext. 233 Credit Mgr. John Dale ext. 236 Customer Svc. Mgr. Judy Beall ext. 269 Customer Svc. Rep. Susan Greer ext. 271 Transportation Mgr. Scott Ingram ext. 257 National Account Representative: Mike Veno ext. 311 4 Company Philosophy PFG Florida highly values our major accounts program and takes pride in including Shells Seafood Restaurants, Inc. as a major customer. A master distribution agreement has been prepared specifically for Shells Seafood Restaurants, Inc. as a major account. In doing this you can be assured that you have the commitment and service levels that you would expect. Mike Veno has been assigned to your account and is responsible for developing, coordinating, implementing, and managing the integrity of the program. Order guides will be provided and maintained accordingly. Credits, returns, and special orders will be handled promptly. Everything has been geared with you, the customer in mind. If you make a special request or ask us to provide something out of the ordinary, we will do everything in our power to show you flexibility and to tailor the program to your needs. 5 PFG Florida Master Distribution Agreement Between Performance Food Group Florida (further known as PFG FLORIDA) and Shells Seafood Restaurants, Inc. (further known as SHELLS) In consideration of the mutual obligations set forth below the parties agree as follows. 1. APPOINTMENT OF DISTRIBUTOR SHELLS appoints PFG FLORIDA to serve, as it's primary distributor to all SHELLS locations (identified in Appendix A) with foodservice products within the product categories described in Section 2. As primary distributors, PFG FLORIDA will be entitled to not less than 70% of purchases with respect to such products. Requirements will be determined on an aggregate dollar amount. 2. PROGRAM GOALS PFG FLORIDA proposes to distribute to SHELLS, 70% of dry groceries, coffee/tea, frozen foods, produce, dairy, processed meats, seafood, poultry, disposables/paper, chemical/janitorial, equipment and supply under the margins described herein. 3. SCOPE OF AGREEMENT This agreement will apply to all of the 29 locations (identified in Appendix A) and will be reviewed on a continuing basis. Both parties agree that the number of locations may increase or decrease over the contract term. If a location is opened within an area requiring service from another Performance Food Group distribution center PFG FLORIDA will use commercially reasonable efforts to apply terms and conditions of this agreement to the new location. 4. TERM OF CONTRACT The term of this agreement will be for an initial term of three (3) years commencing on October 1, 2002 and ending on September 30, 2005, unless earlier terminated in accordance with the terms hereof. After expiration of the initial term, this agreement automatically shall renew for successive renewal terms of one (1) year each, unless terminated by either party by written notice to the other given not less than ninety (90) days prior to the end of the then current term. Pricing schedule will remain in effect for the term of the agreement and any renewals thereof. SHELLS and PFG FLORIDA must mutually agree upon amendments to the pricing schedule. This agreement may be terminated prior to the end of the initial or any renewal term as follows: 6 A. by PFG FLORIDA, in the event that by SHELLS fails to make any payment required to be made to PFG FLORIDA hereunder when due, which failure is not remedied within five (5) business days after receipt of written notice thereof from PFG FLORIDA (provided that if two (2) or more notices of default and opportunities to correct have been given within any twelve (12) month period, no further notice and opportunity to correct need be given); or B. by either party, in the event that the other party substantially fails to perform in accordance with the terms and conditions of this Agreement, which failure is not remedied within [sixty (60)] days (unless a different time period is specifically herein provided) after receipt of written notice from the other party specifying the nature of such default; or C. by either party, upon written notice to the other party, in the event that (i) the other party files a voluntary bankruptcy petition; (ii) an involuntary bankruptcy petition is filed against the other party which is not withdrawn or otherwise dismissed within ninety (90) days after filing; (iii) an assignment for the benefit of creditors made by the other party; or (iv) a receiver is appointed for the other party; or D. by either party, upon written notice to the other party, in the event that a Change in Control occurs with respect to the other party. For purposes of this Section 4D, "Change in Control" means (i) the consummation of a purchase of stock, merger, or consolidation of the other party with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power of the continuing or surviving entity's securities outstanding immediately after such stock purchase, merger, consolidation or other reorganization is owned by persons who were not stockholders of the other party as of the date of this Agreement; or (b) the sale, transfer or other disposition of all or substantially all of the other party's assets; provided, however, that a transaction shall not constitute a Change in Control if its sole purpose is to change the state of the other party's incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the other party's securities immediately before such transaction. 7 5. PRODUCTS COVERED BY THIS AGREEMENT Products will include PFG FLORIDA brands, national brands, and other products specified by SHELLS and stocked by PFG FLORIDA. PFG FLORIDA brand products will be utilized whenever possible to ensure consistency of quality and to minimize costs. Should a substitute be necessary, prior approval to substitute at original product margin is required. In order for a substitute to be permitted PFG FLORIDA must obtain the prior approval of the authorized representative of SHELLS Purchasing Department, as designated in writing from time to time by Shells. 6. THE AMERICAN INSTITUTE OF BAKING Properly maintained warehouses, freshly rotated merchandise and clean, efficient delivery trucks can be taken for granted by PFG FLORIDA's customers. The American Institute of Baking checks for clean equipment and may, without notice to the facility, conduct an 8 to 14 hour inspection of the facility, warehouse and surrounding areas. They will check for proper rotation of products, rodent and insect control, safety procedures, etc. 7. SERVICE OBLIGATIONS Order guides: PFG FLORIDA will provide monthly order guides, and if requested by SHELLS, weekly order guides for "at-market" products. 8. DELIVERY OBLIGATIONS A. SHELLS is not to return merchandise to PFG FLORIDA without written authorization unless damaged, wet, crushed or substituted (without prior approval from SHELLS, as contemplated by Section 5). All requests for return or adjustment of dry groceries or frozen food must be reported within 7 days of receipt of merchandise. This request must include the invoice number, customer code and invoice date in order for the customer to receive the full amount of the credit due. In the situation of fresh merchandise, returns must be identified at the time of delivery. Returned merchandise must reach PFG FLORIDA in resalable condition (except to the extent such merchandise was already damaged, wet, or crushed) and must be packed in its original carton, unless SHELLS is authorized to return merchandise for quality control inspection. Merchandise made to order, specially designed, crested or imprinted cannot be exchanged or returned. Due to manufacturer's request, special order (non-stock) merchandise may only be 8 returned if packed in original shipping cartons. For customer errors, seasonal item returns and dead inventory returns, PFG FLORIDA reserves the right to collect a restocking fee, including items not delivered due to refusal, in an amount equal to the lesser of (i) the vendor's restocking fee or (ii) 10% of the product cost to PFG FLORIDA. B. This program is based on two (2) SHELLS deliveries per week per location. In order to maintain consistent and efficient routing of deliveries, delivery schedules should be at the option of PFG FLORIDA in accordance with SHELLS delivery requirements. C. Exception deliveries (same day for emergencies) will be handled on an individual basis. Exception deliveries and delivery frequency will be monitored by month. In order to maintain proposed margins, these exceptions must be kept to a minimum. 9. ORDERING PROCEDURES PFG FLORIDA will host a file transfer protocol (FTP) site to receive orders electronically. PFG FLORIDA's IT system will be coordinated with SHELLS MenuLink for ordering purposes. 10. PRICE LIST Thirty (30) day pricing will be given on all bid items with the exception of "at-market" products including but not limited to produce, dairy, meat, and seafood. The "at-market" pricing will be weekly, but not during the middle of the week. 11. CREDITS Credits shall be granted in accordance with the terms of the Operating Procedures Manual, which shall be customized by the PFG FLORIDA specifically for SHELLS. Hard copy credits will be issued and copy forwarded to SHELLS purchasing department. 12. DELIVERY AND RECEIVING All deliveries will be made in accordance with a prearranged delivery schedule designed to meet SHELLS needs. A next day delivery schedule will be mutually determined to achieve optimum service levels. Deliveries must be made during scheduled delivery periods, which shall not include the periods between 10:30 a.m. and 1:30 p.m. for units offering lunch and not after 4:00 p.m. for all units. It is vital that every effort to deliver products within the delivery times is made. 9 Consistent failure to comply with this requirement will be considered a material breach and grounds for termination of this Agreement. All deliveries of frozen or perishable products must be in refrigerated vehicles and must be packaged in such a manner as to ensure consistent delivery in a clean and sanitary condition. Holiday schedules will be established by PFG FLORIDA fourteen (14) working days in advance of the holiday. Invoice files will be provided electronically prior to delivery. Catch weights will also be listed on all invoices. With each order, SHELLS will receive an original invoice and one copy, which is to be checked by authorized personnel. At the time of delivery should any product be short or damaged, the PFG FLORIDA delivery driver will note the discrepancy on the invoice, and credit will be taken directly off the invoice. A credit will thereafter be issued per Section 11. 13. CREDIT TERMS Credit Terms are Net 30 days. All payments should be received Net 30 days from the date of invoice. Payments shall be made twice per week by ACH debit from a zero balance account. During the course of the contract, if agreed payment terms are not met, PFG FLORIDA reserves the right to review and adjust margins and any incentive payments will not be made until the account is within terms. A. Late Status If, during the term of this agreement, SHELLS fails to pay any invoice within 30 days, as contemplated above, then SHELLS and PFG FLORIDA shall negotiate in good faith to formulate a mutually agreeable plan to return SHELLS's account to a 30-day status up to and including a COD plus pay plan in order to return the account to 30 day terms paid through a ACH debit. B. Service Charge If invoices are not paid when due, any amount past due shall bear interest from the date due to the date of payment at an annual rate of twelve percent (12%). Unpaid invoice balances and finance charges due to PFG FLORIDA will be deducted from any credits due to SHELLS. 10 C. Financial Information The continuing creditworthiness of SHELLS is of central importance to PFG FLORIDA. In order to enable PFG FLORIDA to monitor SHELLS financial condition, SHELLS will supply annual audited and quarterly unaudited financial statements to PFG FLORIDA consisting of an income statement, balance sheet, and statement of cash flow, as filed by SHELLS with the Securities and Exchange Commission. PFG FLORIDA may request such further financial information from time to time, as it will enable PFG FLORIDA to accurately assess SHELLS financial condition; provided, however, that nothing in this Section 13c shall require SHELLS to disclose material, nonpublic information regarding SHELLS or its business to PFG FLORIDA. 14. PRICING A. All pricing for SHELLS is calculated on PFG FLORIDA cost as defined in 14B. B. Defined Cost Cost is defined as invoice cost plus freight. Pick-up allowances will be split 50/50 with SHELLS on SHELLS proprietary product if PFG FLORIDA elects to backhaul the product. All rebates, off-invoice allowances and contract pricing from vendors will be netted down by PFG FLORIDA. The invoice used to determine cost will be for product ordered during the period. If electronic data is interchange or other invoice less system is used, a printed report confirming the purchase order cost will be considered an invoice for determining cost. C. Price Adjustments All prices on the price list will remain valid for the period of the price list (please refer to Section 10), with the exception of those commodity or "at-market" items which are identified to change weekly. In addition, during periods of unusual cost fluctuations (greater than 3% of product cost), PFG FLORIDA will pass through such increases. D. Adjustments in Margin for Unanticipated Problems If the operating costs of PFG FLORIDA are increased as a direct result of a significant regional or national economic problem, (including but not limited to fuel cost increases and 11 power shortages) PFG FLORIDA may on ten (10) day's notice to SHELLS, increase the pricing specified in section 14.E to compensate for such increased costs during the period such increases are experienced. If diesel fuel prices exceed $1.45 per gallon (based on the index entitled EIA Retail On-Highway Diesel Prices - Lower Atlantic PADD 1C," published from time to time by the Energy Information Agency of the U.S. Department of Energy as currently set forth at www.eia.doe.gov) a $4.00 charge will be added per delivery until such time that diesel fuel prices fall below $1.45 per gallon. E. PRICE LIST MARGINS A customized price program has been created for SHELLS which will add a drayage as defined in Section 14F to all cases sold with the exception of Coke(TM) and Ecolab(TM) products. These products will include drayage to cover PFG FLORIDA's cost of distribution and will not be further marked up. F. DRAYAGE CHARGES AND DROP SIZE INCENTIVES The drayage charge is $2.20 per case provided SHELLS averages on a monthly basis, at least 100 pieces per drop per location. Definition of margin calculation on sell = Division landed cost (less any office invoice rebates) + mark-up Ex. Division Landed $20.00 Drayage $ 2.20 ------ Sell Price $22.20 A rebate of $0.05 per case will be paid by PFG FLORIDA to SHELLS for any location with an average drop size in excess of 200 pieces per drop per month. The rebate will be paid in 30 days after the month end. If a location purchases additional product from another broadline distributor, then the drayage for that location will be $2.25 per case. If SHELLS average drop size for any month falls below 100 pieces for such month, then the drayage for the immediately following month shall be $2.25 per case. 12 15. SUBSTITUTIONS/BACK ORDERS It is PFG FLORIDA's commitment to ship a complete order on every delivery. In the event that a substitution becomes necessary, we will substitute product at the agreed upon mark-up/fee with prior approval of substitutes by an authorized representative of SHELLS Purchasing Department, as designated in writing from time to time by SHELLS. 16. INFORMATION SYSTEMS REPORTS PFG FLORIDA will provide the following reports electronically to SHELLS on a weekly/monthly basis: Usage by month, rolling YTD by vendor Descending dollar by item Descending dollar by vendor Monthly service level report Monthly order guides (must be sent to the restaurants also) Weekly price changes (must be sent to the restaurants also) Weekly lot listing (all seafood, beef and poultry) by lot Weekly inventory on critical items 17. BUY-INS/ INVENTORY LEVELS/QC PROCEDURES Standard inventory will be 30 days. Inventory is considered "dead" when it reaches 90 days old, except where SHELLS has designated certain products as buy-ins. PFG FLORIDA will work with SHELLS on buy-ins to maintain a standard inventory level of 30 days. For buy-ins in excess of 30 days, the holding fee is 0.15% per week times the dollar value of inventory in excess of 30 days, billed weekly and payable in accordance with Section 13. SHELLS will provide PFG FLORIDA with reasonable notice of any buy-ins intended by SHELLS. If PFG FLORIDA's freezer space is not adequate to accommodate any buy-in intended by SHELLS, PFG FLORIDA may, after consultation with SHELLS, lease additional freezer space for such purpose, and PFG FLORIDA shall pass-through PFG FLORIDA's cost of such freezer space plus a handling charge to drop off, pick up and slot the product of $25.00 per pallet per storage incident after using every commercially reasonable effort to accommodate the product at PFG FLORIDA. QC Procedures/Test Kitchen Availability PFG FLORIDA will work with SHELLS to ensure flexibility to ship lots out-of-sequence assuming proper notice is given to PFG FLORIDA warehouse personnel. 13 PFG FLORIDA's test kitchen will be available 24 hours per week for SHELLS QC to utilize as needed with proper pre-booking, it being intended that SHELLS will provide PFG FLORIDA with two weeks' advance notice of SHELLS required scheduling. Designated mailbox and phone line will be provided. In addition, from time to time PFG FLORIDA will make available to SHELLS, PFG FLORIDA's 3,000 square foot conference facility for meetings to be held by SHELLS, which shall be scheduled and held on mutually convenient dates. 18. PROPRIETARY PRODUCTS PFG FLORIDA will inventory products requested and specified by SHELLS that are proprietary to this program under the following conditions: PFG FLORIDA agree that they will not order and bring into stock any product or lines of product for SHELLS unit unless SHELLS headquarters has authorized such action. If SHELLS approves and authorizes products not currently in existing inventory, the following minimum guidelines will apply to any new products brought into stock. A. SHELLS will allow PFG FLORIDA to present products already stocked in inventory. B. SHELLS will sign a special stocking request form. C. SHELLS will use its commercially reasonable efforts to give a minimum of 30 days to bring in any new items as requested by SHELLS. D. If PFG FLORIDA does not purchase from a supplier designated by SHELLS, a Certificate of Insurance and Hold Harmless Indemnification is required before any product can be brought into inventory. If specified supplier will not issue these documents, it will be the responsibility of SHELLS to insure and indemnify PFG FLORIDA. E. In the event SHELLS decides to discontinue proprietary product(s) or if PFG FLORIDA and SHELLS decide to cease doing business, SHELLS will notify PFG in writing per the terms of this agreement. F. SHELLS further agrees to purchase any remaining inventory on hand at the time and remove it from PFG FLORIDA. 14 G. In the event of a distributor change, PFG FLORIDA will transfer only those SHELLS proprietary items and those items proprietary between PFG FLORIDA and SHELLS stocked with over 30 days supply (based on in-season inventory). SHELLS agrees to pay all freight and handling charges in the disposition of all proprietary product(s) to another distributor or return to the manufacturer as agreed. H. If a proprietary product fails to provide an average of 12 turns per year, and at least 20 cases per month, PFG FLORIDA and SHELLS will develop a plan of action to remedy the situation. Alternative solutions could include but are not limited to, an up charge in the margin allowed, discontinuance of the product, or a mutually acceptable solution. 19. SPECIAL ORDER ITEMS PFG FLORIDA requests a three week lead-time on special order items whenever possible. This is due to the lead times required by many suppliers. 20. PROGRAM REVIEW PFG FLORIDA and SHELLS management will meet on a quarterly basis to review and correct program performance and make adjustments. The agreement is based on SHELLS representations concerning its service needs, but not limited to it's anticipated purchases volumes, drop sizes, product mix, location of SHELLS units, and number of deliveries, as well as SHELLS compliance with it's payment and other obligations specified in this agreement. 21. NATIONAL PURCHASING PROGRAMS PFG FLORIDA enjoys a combined purchasing program of international scope. PFG FLORIDA's national and international network of manufacture's brokers and buyers are capable of negotiating and implementing a National Purchasing Program exclusively for SHELLS. 22. SERVICE LEVEL PFG FLORIDA insures open communications, proper product mix and completed orders will provide a high level of service to SHELLS. A minimum service level of 98% fill rate will be the projected acceptable goal. 23. FORCE MAJEURE Neither party shall be liable to the other party for any loss, delay or failure to perform resulting directly or indirectly from fires, riots, 15 strikes, acts of nature, or other circumstances beyond either party's reasonable control. 24. COMPLIANCE WITH LAWS- ENTIRE AGREEMENT Each party agrees that it will comply with all laws and regulations applicable to this agreement and its performance hereunder. Without limiting the foregoing, SHELLS agrees to fully and accurately report to the appropriate federal and state agencies and authorities all discounts (such as term defined in 42 CFR Sec. 1001.952 (h)) granted hereunder in accordance with all applicable laws and regulations. This agreement sets forth the complete understanding of the parties hereto with the respect to the subject matter contained herein, and this agreement may not be amended or supplemented except in writing signed by both parties. 25. SUPPORT SERVICES Negotiated Contracts Each of the parties will use their commercially reasonable efforts to work in partnership to negotiate special vendor pricing on all products, where appropriate. 26. REBATE TRACKING PFG FLORIDA can provide quarterly tracking reports for this purpose. Business Reviews PFG FLORIDA intends to perform scheduled business reviews with SHELLS to critique performance, opportunities, and determine the way to grow the parties' valued alliance. PFG FLORIDA's product specialists are available to assist its customers in providing continuing education to cooks, buyers and managers so that PFG FLORIDA's customer's professionalism will be further enhanced. 27. AUDIT PRIVILEDGES SHELLS has the right to audit this program at any time by informing PFG FLORIDA at least (30) calendar days prior to the requested audit date. SHELLS may audit a maximum of thirty (30) items from their specific bid. Audit rights are not to exceed two (2) times per year. Audits will be performed at a PFG FLORIDA office located at 3150 N. Gallagher Rd. Dover, Fl. 33527 between the hours of 9 am to 4 pm. An audit may only go back three (3) months, however, refunds based upon audit results may go back as long as a discrepancy existed. 16 The following criteria must also be met: A. Date and time of audit mutually agreed upon B. Audit to be conducted between 9 am to 4 pm without unreasonable disruption of business or year-end accounting procedures. All documentation will be kept on PFG FLORIDA property. No photocopies will be permitted to leave PFG FLORIDA property. 17 APPENDIX A - SHELLS LOCATIONS
- ----------------------------------------------------------------------------------------------------------------- Store Store Name Lunch Address City State Zip Phone - ----------------------------------------------------------------------------------------------------------------- 3 Carrollwood No 14380 N. Dale Mabry Hwy Tampa FL 33618 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 4 North Tampa Yes 11010 N. 30th Street Tampa FL 33612 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 5 Lee Road Yes 852 Lee Road Orlando FL 32810 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 6 Sarasota No 7253 s. Tamiami Trail Sarasota FL 34231 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 13 On the Beach Yes 17855 Gulf Blvd Redington Shores FL 33708 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 14 Winter Park Yes 221 S. Semoran Blvd. Winter Park FL 32792 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 17 Holmes Beach No 3200 East Bay Drive Holmes Beach FL 34217 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 20 Daytona Yes 200 S. Atlantic Avenue Daytona Beach FL 32118 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 23 Brandon No 115 East Brandon Blvd. Brandon FL 33511 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 25 Altamonte No 1012 W. State Road 436 Altamonte Springs FL 32118 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 26 4th Street No 7005 4th Street North St. Petersburg FL 33702 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 27 Sunrise Yes 2019 N. University Drive Sunrise FL 33322 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 28 Kendall Yes 7390 SW 117th Avenue Miami FL 33183 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 31 Melbourne Yes 1490 W. New Haven Ave Melbourne FL 32904 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 32 Kissimmee Yes 3615 West Vine Street Kissimmee FL 34741 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 33 Countryside Yes 2543 Countryside Blvd Clearwater FL 34621 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 34 Stuart Yes 2107 SE Ocean Blvd. Stuart FL 34996 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 35 New Smyrna No 725 E. 3rd Avenue New Smyrna Beach FL 32169 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 36 St. Pete Beach Yes 6300 Gulf Blvd. St. Petersburg Beach FL 33706 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 37 Ft. Myers Yes 4606 S. Cleveland Ave Ft. Myers FL 33907 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 38 Port Charlotte No 1900 Tamiami Trail, #109A Port Charlotte FL 33948 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 40 Winter Haven No 1551 3rd Street SW Winter Haven FL 33880 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 41 Coral Springs Yes 2561 University Drive Coral Springs FL 33065 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 43 Ocala Yes 3415 SW College Road Ocala FL 34474 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 44 Davie Yes 2000 S. University Drive Davie FL 33324 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 45 Ft. Lauderdale Yes 6500 N. Federal Hwy Ft. Lauderdale FL 33308 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 47 Pembroke Pines Yes 11825 Pines Blvd. Pembroke Pines FL 33026 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 48 West Palm Beach Yes 2015 Okeechobee Blvd. West Palm Beach FL 33409 ###-###-#### - ----------------------------------------------------------------------------------------------------------------- 50 South Tampa No 202 S. Dale Mabry Hwy Tampa FL 33609 ###-###-#### - -----------------------------------------------------------------------------------------------------------------
18 Master Distribution Agreement between SHELLS and PFG FLORIDA This distribution agreement supersedes all other programs submitted to Shells Seafood Restaurants, Inc. by PFG Florida. ACCEPTED BY: ACCEPTED BY: Michael Colosi (Shells Seafood Restaurants, Inc.) (PFG FLORIDA) Warren R. Nelson Michael Colosi (Please Print) (Please Print) /s/ Warren R. Nelson /s/ Michael Colosi - --------------------------- --------------------------- (Signature) (Signature) Executive Vice President President / CEO (Title) (Title) 8/27/02 8/28/02 (Date) (Date) 19