EXHIBIT 10.54


                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is made this 28th day of February, 2000, by and between
Shell's Seafood Restaurants, Inc. ("Corporation"), and Norma Karter
("Employee").

                              W I T N E S S E T H:

         WHEREAS, the Corporation is a Delaware corporation engaged in the
business of management and operation of casual seafood dining restaurants
throughout the United States and wishes to use the services of Employee; and

         WHEREAS, Employee is willing to be employed by the Corporation, and the
Corporation is willing to employ Employee on the terms and conditions
hereinafter set forth.

         NOW, THEREFORE, in consideration of the mutual covenants and promises
of the parties hereto, and for other good and valuable consideration, the
receipt and sufficiency of which are acknowledged, the parties covenant and
agree as follows:

         1. EMPLOYMENT. The Corporation hereby employs, engages and hires
Employee as Vice President of Marketing of the Corporation and Employee hereby
accepts and agrees to such hiring, engagement and employment. Employee shall
perform such duties as are customarily performed by one holding such position in
other, same or similar businesses or enterprises as that engaged in by the
Corporation, and shall also, additionally, render such other and unrelated
services and duties as may be assigned to him from time to time by the
Corporation.

         2. PERFORMANCE OF EMPLOYEE'S DUTIES. Employee shall at all times
faithfully, industriously, and to the best of his ability, experience and
talent, perform all duties that may be required of and from him pursuant to the
express and implicit terms hereof, to the reasonable satisfaction of the
Corporation. Such duties shall be rendered at such place or places as the
Corporation shall in good faith require or as the interest, needs, business, and
opportunities of the Corporation shall require or make advisable.

         3. TERM OF EMPLOYMENT. The term of employment shall commence as of
February 28, 2000 and shall terminate upon the earlier date of (i) February 28,
2001; (ii) the resignation of Employee; (iii) the cessation of business by the
Corporation; (iv) termination of the Employee in accordance with Paragraphs 8 or
9.

Notwithstanding the foregoing, if none of the events described above (ii, iii,
or iv) have occurred (which would cause an involuntary termination of this
Agreement) within sixty (60) days of the annual anniversary of the Termination
Date, or if neither party has given written notice of their intention not to
extend this Agreement, this Agreement shall be deemed automatically extended for
an additional twelve (12) month period.


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         4. COMPENSATION OF EMPLOYEE. The Corporation shall pay Employee and
Employee shall accept from the Corporation, in full payment for Employee's
services hereunder, compensation at the rate of One Hundred Twenty-five Thousand
($125,000.00) DOLLARS per year, less withholding taxes and other applicable
withholding amounts, payable in bi-weekly installments, in accordance with the
Corporation's normal pay practices.

         5. LIMITATIONS ON OTHER EMPLOYMENT. Employee shall devote such portion
of the Employee's time as the Board of Directors deem necessary, and give the
Employee's best endeavors to the discharge of the duties specified in this
Agreement, and shall not, during the term hereof, enter into the services, or be
employed in any capacity or for any purpose whatsoever, whether directly or
indirectly, by any person, corporation or entity engaged in the management and
operation of casual seafood dining restaurants throughout the United States
other than the Corporation.

         6. OTHER BENEFITS. The Corporation shall provide to Employee such
fringe benefits as are normally provided to employees of the Corporation holding
positions and performing duties substantially similar to those performed by
Employee, including:

                  (a) Grant options to purchase Thirty Thousand (30,000) shares
of common stock in the Corporation at an option price equal to the "closing
price" of the Corporation on February 28, 2000, to be exercised and governed by
the terms and conditions set forth in the 1995 Stock Option Plan of the
Corporation. Options will vest at one third a year, over three years, on the
annual anniversary of your employment.

                  (b) To assist Employee in moving, Corporation will pay
Employee a "one-time" payment of Ten Thousand ($10,000.00) DOLLARS to cover
Employees' incidental expenses of moving and other expenses.

                  (c) Employee may be awarded annual bonuses, at the sole
discretion of the Board of Directors of Corporation, in accordance with the
terms and conditions of any bonus plan adopted by the said Board of Directors of
the Corporation.

                  (d) Employee will receive four (4) weeks of fully paid
vacation beginning as of the date of employment. Any unused vacation will not be
rolled over to subsequent employment periods, without the prior written consent
of the President of the Corporation.

                  (e) Employee will be eligible for the Corporation's Deferred
Compensation Plan, as adopted by the Board of Directors of the Corporation, in
accordance with the terms and conditions of said Plan.

                  (f) Subject to the eligibility requirements therein, Employee
may participate in the Corporation's Health and Welfare Plan, including medical
and disability insurance coverage.


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                  (g) Employee will have the use of a furnished apartment for up
to three (3) months, the rental of which will be paid for be the Corporation.

         7. DEATH, INCAPACITY OR ILLNESS OF EMPLOYEE.

                  (a) If Employee dies during the term of this Agreement, the
Corporation shall pay to the estate of the Employee only the compensation and
benefits which will otherwise be payable to the Employee up to the last date of
the month in which the death occurred. Except as herein provided, the death of
Employee shall terminate this Agreement and discharge the Corporation from any
further liability for the payments provided in Paragraph 4 and 5 above.

                  (b) In the event Employee shall become disabled, ill, or
unable to perform his duties under this Agreement, his salary compensation shall
continue for a period of thirty (30) days and then will be suspended until the
Employee can resume performance of his duties during the remaining term of this
Agreement.

         8. TERMINATION FOR CAUSE. The Corporation may terminate this Agreement
immediately upon written notice to Employee if the Employee commits any one or
more of the following acts with respect to the Corporation:

                  (a) Willfully damaging the Corporation's property, business,
reputation or goodwill.

                  (b) Commission of a felony.

                  (c) Death, theft, dishonesty, fraud or embezzlement.

                  (d) Continuing inattention to, or neglect of, the duties to be
performed by Employee, which inattention is not the result of illness or
accident.

                  (e) The use of alcohol, narcotics or other substances to the
extent that it prevents the Employee from efficiently performing services for
the Corporation.

                  (f) Failure of Employee for any reason, within ten (10) days
after receipt by Employee of written notice thereof from the Corporation, to
correct, cease, or otherwise alter any insubordination, failure to comply with
instructions, or other action or omission to act that in the opinion of the
Corporation does or may materially or adversely affect its business or
operations.

                  (g) Wilfully injuring any employee of the Corporation.

                  (h) Wilfully injuring any person in the course of the
performance of services for the Corporation.


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                  (i) Disclosing to a competitor or other unauthorized persons
confidences or secrets of the Corporation.

                  (j) Solicitation of business on behalf of a competitor or
potential competitor.

                  (k) Sexual harassment of any other employee of the Corporation
or the commission of any act which otherwise creates an offensive work
environment for other employees of the Corporation.

                  (l) Commission of any act involving moral turpitude.

                  (m) Taking, soliciting, or accepting a bribe, kickback or an
unauthorized payment or gift from a supplier, service provider or any other
outside source.

                  (n) Making an illegal political campaign contribution.

                  (o) Engaging in any activity which violates Federal or state
securities or commodities laws.

                  (p) Failure of Employee to comply with any provision of the
Corporation's employee policy manual.

         The Corporation shall not be limited to termination as a remedy for any
improper or illegal act of Employee, but may also seek damages, injunction, or
such other remedy as it may deem appropriate under the circumstances.

         9. TERMINATION WITHOUT CAUSE.Except for the reasons set forth in
Paragraph 3 above, if the Corporation terminates Employee without cause, for
reasons other than described in Paragraph 8 above, Corporation shall pay
Employee severance in an amount equal to six (6) months of Employee's then
compensation, to be paid in accordance with the Corporation's normal payroll
practices. For every year that Employee remains with the Corporation after the
initial term of this Agreement, Employee shall receive, in the event severance
is paid, an additional two (2) months of compensation, to a maximum total of
severance that will be paid to the Employee of twelve (12) months.

         10. INVALIDITY OF PROVISIONS. If, in any judicial proceeding, a court
shall refuse to enforce Paragraph 10, whether because the time limit is too long
or because it is more extensive (whether as to geographic area, scope of
business or otherwise) than it is necessary to protect the business and goodwill
of the Corporation, it is expressly understood and agreed between the parties
hereto that this Agreement is deemed modified to the extent necessary to permit
this Agreement to be enforced in such proceedings.


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         11. CONFIDENTIAL INFORMATION AND COMPETITION.

                  (a) CONFIDENTIAL INFORMATION. Employee acknowledges that the
Corporation's Confidential Information is the exclusive property of the
Corporation, is material and confidential, and greatly affects the effective and
successful conduct of the business of the Corporation. Employee agrees to use
the Corporation's Confidential Information only for the benefit of the
Corporation and shall not at any time, directly or indirectly, either during
Employee's employment with the Corporation or afterward, divulge, reveal or
communicate the Corporation's Confidential Information to any person, firm,
corporation or entity whatsoever, or use the Corporation's Confidential
Information for Employee's own benefit or for the benefit of others.
[Confidential Information shall include, but not limited to: information
concerning its business practices, menus and recipes, marketing strategies, new
site locations, contracts, business records, trade secrets, business plans,
training booklets and material, employees, prospective employees and finances;
lists of vendors/suppliers, documents marked by the Corporation as confidential;
information which the Corporation has acquired or received from other parties,
including the Employee, in confidence; and, all other tangible and intangible
property used in the business and operations of the Corporation, but not made
public (the "Corporation's Confidential Information")].

                  (b) COMPETITION. Employee acknowledges that the Corporation
will suffer irreparable injury if Employee competes with the Corporation.
Employee agrees that, during Employee's employment and for a period of one (1)
year thereafter, Employee shall not:

                           (1) directly or indirectly, operate, organize,
maintain, establish, manage, own, participate in, have any interest in (whether
as owner, operator, partner, stockholder, director, trustee, officer, lender,
employee, principal, agent, consultant or otherwise) any other business or
venture that engages in the Corporation's Line of Business or is otherwise in
competition with the Corporation [without limiting the meaning of the word
"competition," it shall be conclusively presumed that an Employee has violated
this provision if: a) Employee has a direct or indirect interest in a restaurant
which has more than twenty-five (25%) of it total entrees consisting of seafood,
or b) Employee has a direct or indirect interest in any Landry's or Darden
Restaurants' concept as it is being operated during Employee's employment or
during the one (1) year period after Employee ceases to be employed by
Corporation]. Corporation's line of business shall mean a casual seafood dining
restaurant, throughout the United States;

                           (2) directly or indirectly, divert business from the
Corporation or solicit, accept or procure business from, divert the business of,
or attempt to convert to other methods of using the same or similar services or
products as are provided by the Corporation, any customer of the Corporation;

                           (3) interfere, in any manner, with the Corporation's
customer and vendor/supplier relationships; or

                           (4) directly or indirectly, solicit for employment,
employ or otherwise engage the services of, any employee or agent of the
Corporation.

         12. RETURN OF RECORDS. On termination of employment, Employee shall
deliver all records (whether in hard copy or on computer disks), notes, data,
memoranda, models, and equipment of any nature that are in Employee's possession
or under his control and that are the property of the Corporation or relate to
the employment or to the business of the Corporation.


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         13. WAIVER OR MODIFICATION. No waiver or modification of this Agreement
or of any covenant, condition, or limitation herein contained shall be valid
unless in writing and duly executed by the party to be charged therewith.
Furthermore, no evidence of any modification or waiver shall be offered or
received as evidence in any proceeding, arbitration or litigation between the
parties arising out of or affecting this Agreement or the rights or obligations
of any party hereunder, unless such waiver or modification is in writing, duly
executed as aforesaid. The provisions of this paragraph may not be waived except
as herein set forth.

         14. COMPLETE AGREEMENT. This written Agreement contains the sole and
entire Agreement between the parties as to the matters contained herein, and
supersedes any and all other agreements between them. The parties acknowledge
and agree that neither of them has made any representation with respect to such
matters of this Agreement or any representations except as are specifically set
forth herein, and each party acknowledges that he or it has relied on his or its
own judgment in entering into this Agreement. The parties further acknowledge
that statements or representations that may have been heretofore made by either
of them to the other are void and of no effect and that neither of them has
relied thereon in connection with his or its dealing with the other.

         15. CHOICE OF LAW. This Agreement and the performance hereunder and all
suits and special proceedings hereunder shall be construed in accordance with
the laws of the State of Florida. In any action, special proceeding or other
proceeding that may be brought arising out of, in connection with, or by reason
of this Agreement, the laws of the State of Florida shall be applicable and
shall govern to the exclusion of the law of any other forum, without regard to
the jurisdiction in which the action or special proceeding may be instituted.
All actions under this Agreement shall be taken in the court of competent
jurisdiction within the county in the State of Florida in which the
Corporation's principal place of business is located and Employee hereby waives
and agrees that he shall not assert that such forum is inconvenient.

         16. BINDING EFFECT OF AGREEMENT. This Agreement shall be binding upon
and inure to the benefit of the respective parties and their respective heirs,
legal representatives, successors and assigns.

         17. CONSTRUCTION. This Agreement shall be construed as an agreement for
personal services and shall not be subject to assignment by either party without
the written consent of both parties. Further, no presumption that one party has
drafted this Agreement shall be used in the event of any dispute arises as to
interpretation of this Agreement.

         18. INVALID PROVISIONS. The invalidity or unenforceability of a
particular provision of this Agreement shall not affect the other provisions
thereto, and this Agreement shall be construed in all respects as if such
invalid or unenforceable provisions were omitted.

         19. COSTS OF ENFORCEMENT. In the event either party initiates action to
enforce his or its rights hereunder, the substantially prevailing party shall
recover from the substantially non-prevailing party its


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reasonable expenses, court costs and reasonable attorneys' fees, whether suit be
brought or not. As used herein, expenses, court costs and attorneys' fees
include expenses, court costs and attorneys' fees incurred in any appellate
proceeding, including bankruptcy proceedings. All such expenses shall bear
interest at the highest rate allowable under the laws of the State of Florida
from the date the substantially prevailing party pays such expenses until the
date the substantially non-prevailing party repays such expenses. Expenses
incurred in enforcing this paragraph shall be covered by this paragraph. For
this purpose, the court is requested by the parties to award actual costs and
attorneys' fees incurred by the substantially prevailing party, it being the
intention of the parties that the substantially prevailing party be completely
reimbursed for all such costs and fees. The parties request that inquiry by the
court as to the fees and costs be limited to a review of whether the fees
charged and hourly rates for such fees are consistent with the fees and hourly
rates routinely charged by the attorneys for the substantially prevailing party.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above written.

                                              "Corporation"

                                              /s/ WILLIAM E. HATTAWAY
                                              ----------------------------------

                                              By: WILLIAM E. HATTAWAY
                                                  -------------------

                                              As its: PRESIDENT
                                                      ---------

Witness: /s/ LAURIE CRICKENBERGER
         -------------------------------------


                                              "Employee"


                                              /s/ NORMA KARTER
                                              ----------------------------------

Witness: /s/ ERNA MALLORY
         ----------------------


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