EXHIBIT 10.50

                                 THIRD AMENDMENT

            THIS THIRD AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT AND ESCROW
INSTRUCTIONS ("Amendment") is made as of this 30th day of September, 1998, by
and between CHI-CHI's, INC., a Delaware corporation, formerly known as Chi-Chi's
USA, Inc. ("Seller") and SHELLS SEAFOOD RESTAURANTS, INC., a Delaware
corporation ("Buyer").

                                    RECITALS

     A. Buyer and Seller are parties to that certain Asset Purchase and Sale
Agreement and Escrow Instructions dated March 12, 1998, as amended by that
certain First Amendment dated June 9, 1998, and that certain Second Amendment
("Second Amendment") dated July 24, 1998, (collectively, "Original Agreement"),
involving the purchase and/or sublease of certain real property and personal
property located in the State of Illinois and more particularly described in the
Original Agreement in connection with Seller's transfer of the operation of
certain restaurants to Buyer. 

     B. All capitalized terms not otherwise defined in this Amendment shall have
the same meaning as in the Original Agreement. 

     C. Buyer and Seller hereby mutually desire to amend the terms of the
Original Agreement as more partcularly provided herein.

     NOW, THEREFORE, in consideration of the mutual covenants, promises and
undertakings set forth herein, Buyer and Seller hereby agree as follows: 

     1. WOODRIDGE PREMISES. Buyer expressly acknowledges that it has reached
an agreement with the Woodridge Landlord as to the final form of the New
Woodridge Lease, the Memorandum of Lease evidencing the New Woodridge Lease, and
the side letter agreement between the Woodridge Landlord and Buyer concerning
Buyer's commencement of operations at the Woodridge Premises by March 1, 1999
(collectively, the "New Woodridge Lease Documents"), and that such form has been
executed by Buyer and will be concurrently delivered directly to the Woodridge
landlord. Seller expressly acknowledge that it has reached an agreement with the
Woodridge Landlord as to the final form of the Termination Agreement and that
such form has been executed by Seller and will be concurrently delivered
directly to the Woodridge Landlord.

     The Original Agreement is hereby amended such that the date for delivery to
Escrow Holder of the fully executed New Woodridge Lease Documents and the fully
executed Woodridge Lease Termination, respectively, shall be extended to on or
before October 9, 1998. Escrow Holder is hereby instructed to Close the
transaction with

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     respect to the Woodridge Premises immediately upon its receipt of the
     following documents: 

         (a) Three (3) original counterpart Assignment of Contracts executed by
             Buyer for the Woodridge Premises;

         (b) Three (3) original counterpart Assignment of Contracts executed by
             Seller for the Woodridge Premises;

         (c) One (1) original Bill of Sale conveying the Personal Property with
             respect to the Woodridge Premises executed by Seller; 

         (d) A copy of the fully executed Termination Agreement (Buyer and
             Seller expressly agree that Escrow Holder's receipt of a copy of 
             the fully executed signature page of the Termination Agreement by 
             facsimile transmittal with a hard copy of the entire document to 
             follow shall be sufficient to allow Escrow Holder to Close); and 

         (e) A copy of a fully executed original of each of the New Woodridge
             Lease Documents (Buyer and Seller expressly agree that Escrow 
             Holder's receipt of a copy of the fully executed signature page of 
             each of the New Woodridge Lease Documents by facsimile transmittal 
             with a hard copy of the entire document to follow shall be 
             sufficient to allow Escrow Holder to Close).

     Paragraph two (2) of the Second Amendment shall remain in full force and
effect, provided that in the event of any conflict between this Amendment and
paragraph two (2) of the Second Amendment, this Amendment shall control.

     2. LICENSE. Buyer and Seller agree that the license granted by Buyer to
Seller in the Second Amendment shall apply with full force and effect with
respect to the Woodridge Premises, provided that the term of the license shall
continue through October 13, 1998, regardless of the actual date of the Closing
of the Woodridge Premises. 

     3. FULL FORCE AND EFFECT. Except as specifically set forth in this
Amendment, the Original Agreement remains unmodified and in full force and
effect. 

     4. COUNTERPARTS. This Amendment may be executed in counterparts which, when
taken together, shall constitute one executed document as though all signatures
appeared on one copy.

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IN WITNESS WHEREOF, THIS THIRD AMENDMENT TO ASSET PURCHASE AND SALE OF AGREEMENT
AND ESCROW INSTRUCTIONS was executed as of the date first above written.

CHI-CHI's INC.,                                SHELLS SEAFOOD RESTAURANTS,
a Delaware corporation                         INC., a Delaware corporation

By: /s/ MICHAEL MALANGA                        By: /s/ WILLIAM E. HATTAWAY
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     Its: Vice President                           Its: President
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