EXHIBIT 10.52
                                  [LETTERHEAD]



January 6, 1998




Mr. Warren R. Nelson
Vice President/Chief Financial Officer
Shells Seafood Restaurants, Inc.
16313 North Dale Mabry Suite 100
Tampa, FL 33618


Dear Warren,

LYON CREDIT CORPORATION is please to present this proposal under the following
terms and conditions:

     1.   LENDER:  LYON CREDIT CORPORATION or its assignees.

     2.   BORROWER: Shells Seafood Restaurants, Inc.

     3.   TRANSACTION:  The transaction is structured as a term loan in which
          the Borrower will be entitled to claim and retain all of the tax
          benefits associated with ownership of the Equipment with Lender
          retaining a security interest in the equipment.

     4.   EQUIPMENT:  Restaurant Furniture, Fixtures and Equipment.

     5.   DELIVERY:  All equipment is to be delivered, accepted and placed under
          a Loan schedule on or before July 30, 1998.

     6.   LOAN AMOUNT:   Approximately $600,000 in increments as needed.

     7.   TERM:  Five (5) years from the Loan Commencement Date.

     8.   LOAN COMMENCEMENT DATE:  First or the fifteenth day of the month 
          following the date proceeds of the loan are disbursed.  Borrower will
          be required to make an Interim Loan Payment equal to the daily 
          equivalent of the monthly Loan Payment for the period of time
          between the actual Loan disbursement date and the Loan Payment Date.

     9.   LOAN PAYMENTS:   Borrower will be required to make Sixty (60) 
          consecutive loan payments, monthly in arrears, in an amount 
          incremental with the amount financed up to $12,079.87.

<PAGE>

Mr. Warren R. Nelson
Shells Seafood Restaurants, Inc.
January 6, 1998
Page 2 of 3

10.  ADJUSTMENTS TO LOAN PAYMENT:  The Loan Payment reflects current money
     market rates as indicated by the yield to maturity of 5.45% for the Five
     (5) Year Treasury Note as of January 5, 1998 ("225 B.P. over Index"). For 
     any movement in the treasury note prior to the Loan Commencement Date, the 
     Lender reserves the right to adjust the Loan Payments up or down to
     preserve its economics by notification to borrower prior to the loan
     closing.

11.  LOAN STRUCTURE:  All other terms and conditions notwithstanding, this 
     transaction is structured as a fully amortizing loan.

12.  FACILITY DEPOSIT:  An amount equal to $3,000.00, calculated as one half
     of one percent (1/2%) of the Loan Amount, shall be paid to Lender at the
     time of acceptance and return of this proposal.  The Facility Deposit is
     refundable on a pro-rata basis for any portion of the Loan Amount for 
     which Lender fails to approve a firm commitment in the form of this
     proposal.  The facility deposit is fully refundable until which time the
     transaction is approved by the borrower's Board of Directors.

     Thereafter, if Lender approves the transaction and for any reason Borrower
     elects not to enter into the Loan or if Borrower requests that Lender no
     longer consider the transaction for approval, the Facility Deposit will be
     considered earned by Lender as a Facility Fee and is non-refundable. All
     other terms and conditions notwithstanding, the Facility Deposit will be
     applied toward the initial and subsequent schedules, if applicable after
     payment of all reasonable expenses.

13.  TAX BENEFITS:  Depreciation deductions arising out of the ownership of
     the Equipment will be for the account of Borrower.

14.  INSURANCE:  Borrower shall bear all risk of loss or damage to the
     equipment and Borrower shall be responsible to keep the equipment insured
     in an amount and in a reasonable form acceptable to Lender, including
     insurance for damage to or loss of the Equipment and liability coverage.

15.  WARRANTIES:  Lender shall finance the Equipment on behalf of Borrower
     without representation or warranty on an AS IS BASIS.  However, Lender
     shall assign to Borrower all warranties, guarantees and services provided 
     by the manufacturer(s) and/or vender(s) to the extent that they are 
     assignable.  LENDER IS NOT RESPONSIBLE FOR PROVIDING ANY OF THE FOREGOING.

16.  EQUIPMENT SPECIFICATIONS:  With respect to the Equipment, this is only a
     preliminary proposal and will not become final until, among other things,
     Lender verifies the Equipment specifications including, but not limited to:
     Model number, number of units, installation costs and maintenance 
     contracts; and Lender's approval of the final Equipment configuration. 
     This final approval may be revoked by the Lender if there are any
     material changes to the specification or configuration of the Equipment.


<PAGE>

Mr. Warren R. Nelson
Shells Seafood Restaurants, Inc.
January 6, 1998
Page 3 of 3

17.  BUSINESS INFORMATION:  Borrower will make available to Lender a copy of
     Borrower's last three years fiscal year-end audited, 10-K financial
     statements. Borrower's latest comparative interim 10-Q statements and
     other business information as may be reasonably requested by Lender.  Such
     financial statements will comply with Federal Securities Laws.

18.  GENERAL:  The loan will be a net loan in which the Borrower will be
     responsible for all reasonable expenses relating to the Equipment and the
     transaction, including, reasonable expenses, insurance coverage, payment of
     personal property taxes, UCC financing statement recording fees, lien 
     search fees and other expenses relating to the purchase, possession, and
     use of the Equipment. This proposal is an expression by Lender of its
     interest in considering a loan transaction on the general terms and 
     conditions outlined above.  This proposal is not intended to and does not
     create any binding legal obligation on the part of either party. THIS
     LETTER IS NOT, AND IS NOT TO BE CONSTRUED AS, A COMMITMENT BY LENDER TO
     ENTER INTO THE PROPOSED LOAN TRANSACTION.  Lender shall not be obligated
     to provide any term loan financing until the satisfactory completion of 
     its due diligence, the receipt of all requisite approvals by Lender's
     management, and the prior execution and delivery of final legal 
     documentation in form and substance acceptable to Lender, including
     acceptance of the Equipment by the Borrower.

If this Proposal meets with your approval, kindly indicate your acceptance below
and return it with a check for one half of one percent (1/2%) of Loan Amount or
$3,000.00 as a Facility Deposit.

All other terms and conditions notwithstanding, this Proposal expires January
16, 1998, after which it shall have no force or effect.

LYON CREDIT CORPORATION

/s/JOE HOUSTON
------------------------------
Wm. Joseph Houston
Eastern Division Sales Manager

                              ACCEPTED FOR: Shells Seafood Restaurants, Inc.

                                BY:/s/ WARREN R. NELSON
                                   -----------------------------------------

                                TITLE: VP Finance/CFO
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                                DATES: January 7, 1998
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