**Shells
      Seafood Restaurants, Inc.**





**Insider
      Trading Compliance Policy**





This
        Policy generally  concerns
        the handling of material, non-public information relating to Shells Seafood
        Restaurants, Inc. (“Shells”, the “Company”, or “we”) or other companies with
        which we may transact business and with the buying and selling of stock and
        other securities of Shells and such other companies.





Background





As
        we all
        know, law enforcement officials have been vigorously pursuing violations
        of
        insider trading laws, which in general prohibit the purchase or sale of a
        company’s securities while in possession of material information that has not
        been publicly disclosed. Congress has encouraged such prosecutions by adopting
        laws, which, among other things, dramatically increase the penalties for
        insider
        trading and expose the Company and possibly other “controlling persons” to
        liability for violations by Company personnel. If companies like ours do
        not
        take active steps to adopt preventive policies and procedures covering stock
        trading by company personnel, the consequences could be
        severe.





We
        have
        all worked hard to establish Shells’ reputation for integrity and ethical
        conduct. Compliance with this Policy Statement is intended to help to avoid
        situations, which could tarnish this important corporate asset. In this regard,
        even the appearance of an improper transaction can be damaging, and must
        be
        avoided to preserve our reputation.





Remember,
        if your securities transactions become the subject of scrutiny, they will
        be
        viewed after-the-fact with the benefit of hindsight. As a result, before
        engaging in any transaction, you should carefully consider how regulators
        and
        others might view your transaction in hindsight.





**I.**
            **Employee
                Groups**





For
        the
        purposes of this Policy, each Shells Employee, Officer and member of the
        Board
        of Directors (“Director(s)”) will be categorized into one of two groups.
        Different restrictions contained in this Policy apply to each group. The Company’s
        compliance officer (“CO”), currently our  Chief
        Financial Officer will
        notify each Employee, Officer and Director of the group into which he or
        she is
        placed initially and if at any time he or she is placed into a different
        group.





You
      should read this entire Policy. However, for your convenience, the following
      is
      a summary of the restrictions that apply to each group under this
      Policy:





Group
      One - The
      vast majority of our Employees are in Group One. Members of Group One are
      required to comply with the restrictions on (1) trading in securities while
      in
      possession of material, nonpublic information (“insider trading”), as described
      in Section II, and (2) disclosing material nonpublic information to others
      (“tipping”), as described in Section III.





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Group
        Two - Generally, members
        of management, including our Officers
        and Directors ,
        Employees in our accounting department, and certain other
        Employees with regular access to material, nonpublic information are in Group
        Two. In addition to the general prohibitions against insider trading and
        tipping, members of Group Two may only purchase or sell Shells securities
        during
        the trading windows described in Section IV and are required to pre-clear
        most
        transactions with the CO , as
        described in Section V.





In
        addition , any
        Employee, Officer or Director of Shells may be temporarily prohibited from
        buying or selling Shells securities during special blackout periods. These
        special blackout periods are described in Section IV.





**II.**
            **Insider
                Trading Prohibited**





***General
      Rule*** .
      No
      Shells Employee, Officer or Director may purchase or sell Shells securities
      while he or she is in possession of material, nonpublic information. This
      restriction does not apply to certain “Permitted Transfers,” which are discussed
      in Section VI of this Policy.





***Employees,
        Officers and Directors*** .
        This
        Policy applies to all Employees, Officers and Directors of Shells and its
        subsidiaries. Each provision of this Policy that applies to an Employee,
        Officer
        and Director also generally applies
        to:





·
            Members
                of their immediate families with whom they share a
                household;





·
            Other
                persons with whom they share a
                household;





·
            Persons
                who principally rely on the Employee, Officer or Director for their
                financial support; and





·
            Any
                person or entity over which they have control or influence with respect
                to
                a transaction in securities (i.e., a trustee of a trust, an executor
                of an
                estate).





Likewise,
        when we refer to “you” in this Policy, we also mean each of the people listed
        above with respect to you. Because the people listed above are covered by
        this
        Policy, you will be responsible for their transactions in Shells securities
        and
        they should not purchase or sell Shells securities without your clearance.
        If this statement is unclear relative to your personal situation, you should
        discuss such with the CO .





***Material,
      Nonpublic Information.***





*Material.*  Whether
        information is considered “material” will depend upon the specific facts and
        circumstances involved in each situation. Generally, however,
        information is
        considered “material” if:





·
            A
                reasonable investor would consider it important in making a decision
                on
                whether to buy, sell or hold the
                security;





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·
            A
                reasonable investor would view the information as significantly altering
                the total mix of information in the marketplace about the issuer
                of the
                security; or





·
            The
                information could reasonably be expected to have a substantial effect
                on
                the price of the security.





*Nonpublic* .
      Information is nonpublic until it has been “publicly disclosed”, meaning that it
      is:





·
            Published
                in such a way as to provide broad, non-exclusionary distribution
                of the
                information to the public;





·
            For
                a sufficient period of time to be reflected in the price of the related
                securities.





Examples
      of public disclosure include Shells issuance of a press release or the filing
      of
      an appropriate report with the SEC. Information is generally considered to
      be
“nonpublic” until the expiration of a period of three full trading days after
      the information is released to the general public. However, this period varies
      depending on the type of information released and the market’s expectations
      relating to the subject matter of the release.





Examples
        of material, nonpublic information might include information about upcoming
        earnings or losses, negotiation of a joint venture, merger or acquisition,
        news
        of a significant purchase or sale of assets, changes in dividend policies,
        the
        declaration of a stock split, the offering of additional securities or
        another financing event, financial liquidity problems ,
        changes
        in top management, significant business or accounting developments, the
        gain
        or loss of a substantial supplier or franchisee ,
        or
        plans for expansion or closure of restaurants .
        Information may be material whether it is favorable or unfavorable to the
        Company.





***Other
      Companies*** .
      While
      this Policy prohibits trading in Shells securities while you are in possession
      of material, nonpublic information about Shells, it also prohibits trading
      in
      securities of any other company about which you learn material, nonpublic
      information in the course of performing your duties for Shells. For example,
      you
      may be involved in a transaction in which Shells expects to acquire or be
      acquired by another company, or enter into a joint venture or other relationship
      with that company. This Policy prohibits you from trading in the securities
      of
      that company while aware of this information, as long as it remains nonpublic. In
      addition, please remember that the Shells Code of Ethics prohibits you from
      engaging in outside interests that represent a conflict of interest with your
      obligations to Shells.





***Securities.*** **** This
      Policy prohibits certain transactions in the “securities” of Shells. Although it
      is usually the case that the information you gain will be material with respect
      to Shells common stock, any securities Shells issues, such as debt securities
      or
      preferred stock, are also subject to this Policy. This Policy also applies
      to
      stock options and other derivatives related to Shells securities, as discussed
      below.





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***Long
      Term Investments*** . We
      encourage Shells stock ownership amongst our Employees, Officers and
      Directors . Furthermore, we expect your investment in Shells to be long-term in nature,
      aligning your interests with the long-term success, growth and profitability
      of
      Shells. We expect our Employees, Officers and Directors not to engage in
      speculative transactions that are designed to results in profit based on
      short-term fluctuations in the price of our securities. When purchasing Shells
      securities, we strongly encourage you to do so with the expectation of owning
      those securities for an extended period of time - at a minimum, for six months.
      We recognize, of course, that your personal circumstances may change due to
      unforeseen events, in which case you may be forced to more quickly liquidate
      Shells securities that you purchased with the original intent of holding as
      a
      long-term investment.





***Short
        Sales; Derivative Securities*** .
        Our
        Employees, Officers and Directors are prohibited from selling Shells stock
        short
        (in the form of derivatives). Derivatives are securities whose value varies
        in
        relation to the price of Shells securities. For example, derivative securities
        would include exchange-traded put or call options, as well as individually
        arranged derivative transactions. Our Employees, Officers and Directors are
        generally prohibited from purchasing or selling derivative securities. However, at
        various times and after pre-clearance with the CO, you
        may
        enter into long-term forward sales and other long-term transactions that
        are
        used to hedge your existing ownership positions in Shells securities. If
        you
        have any questions as to whether a particular hedging or derivative transaction
        is permitted under this Policy, you should contact the CO . In
        addition, any restrictions under this Policy that apply to you when purchasing
        or selling Shells securities also apply to you when entering into a permitted
        hedging transaction.





***Private
        Transactions; Pledged Stock*** .
        Purchases or sales of securities can result in liability whether executed
        in the
        public markets or in a private transaction. In addition, you should be aware
        that sales forced because you have borrowed money and pledged securities
        as
        security for a loan generally
        will not have special
        exemption from insider trading laws or this Policy. Accordingly, you should
        be
        careful when utilizing a margin loan in a brokerage account or otherwise
        using
        your Shells securities as collateral for a loan.





Under
      margin arrangements, a broker is entitled to sell shares, which you have
      deposited as collateral for loans, if the value of your securities falls below
      the brokerage firm’s margin requirements. Even though you did not initiate the
      sale or control its timing, because it is still a sale for your benefit, you
      may
      be subject to liability under insider trading laws if the sale is made at a
      time
      when you are in possession of material, nonpublic information. Accordingly,
      such
      a sale must be made in compliance with the restrictions under this Policy that
      apply to you, such as trading windows or pre-clearance requirements. As a
      result, if you use Shells securities to secure a margin loan, you may be forced
      to take actions (for instance, depositing additional money or selling other
      securities) to satisfy margin requirements in order to avoid your broker selling
      your Shells securities at a time that would result in a violation of insider
      trading laws or this Policy. Similar cautions apply to a bank or other loan
      for
      which you have pledged stock as collateral.





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**III.**
            **Unauthorized
                Disclosure of Material, Nonpublic Information
                Prohibited**





***General
      Rule*** .
      No
      Employee, Officer or Director may disclose material, nonpublic information
      about
      Shells or any company with which Shells transacts business to anyone outside
      Shells unless authorized to do so.





***Tipping.*** Under
      the federal securities laws, you can be held responsible not only for your
      own
      insider trading, but also for trading performed by anyone to whom you disclose
      material, nonpublic information. Even if those to whom you disclose such
      information do not trade while aware of the information, you can be responsible
      for the trades of persons who received material, nonpublic information
      indirectly from you if you are the ultimate source of their
      information.





***Discussing
      or Recommending Shells Securities*** .
      We
      recognize that Employee enthusiasm for Shells and its business prospects is
      a
      vital element of our success. You should, however, use extreme caution when
      discussing Shells securities with anyone outside Shells or recommending the
      purchase, sale or holding of Shells securities. Making recommendations of that
      type can easily result in accidental disclosure of material, nonpublic
      information or be viewed as “tipping”. Likewise, recommendations can also result
      in embarrassing situations for you or the Company, if you make a recommendation
      at a time when there is a pending announcement of material, nonpublic
      information by the Company; even if you are unaware of that
      information.





***Authorization
        to Disclose Material, Nonpublic Information*** .
        We
        authorize only certain Employees, Officers and Directors to make disclosures
        of
        material, nonpublic information. Unless you are authorized to do so by the
        President or the CO ,
        you
        should refrain from discussing material, nonpublic information with anyone
        not
        subject to this Policy .
        This
        includes discussions with family members and friends, or on an internet “chat
        room” or similar internet-based forum .
        Even in
        discussions with others subject to this Policy, you should consider the
        consequences of disclosing material, nonpublic information to them. For example,
        by doing so, you would preclude those persons from trading in Shells securities
        until the information is publicly disclosed. Accordingly, you should restrict
        the dissemination of material, nonpublic information to those Employees,
        Officers, and Directors having a need to know in order to serve Shells
        interests.





***Regulation
      FD (Fair Disclosure)*** .
      The
      Securities and Exchange Commission has enacted rules banning selective
      disclosure. Generally, the regulation provides that when a public company (such
      as Shells) discloses material, nonpublic information, it must provide broad,
      non-exclusionary public access to the information. Violations of this regulation
      can result in SEC enforcement actions, resulting in injunctions and severe
      monetary penalties. Regulation FD applies largely to Officers, Directors and
      investor relation’s consultants who are designated the responsibility of
      communicating with securities market professionals and shareholders. Remember
      that no other Shells Employees, Officers or Directors are authorized to
      communicate with securities market professionals or shareholders.





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***Non-Disclosure
        Agreements*** .
        Employees, Officers and Directors involved in transactions or other negotiations
        that require disclosure of material, nonpublic information with parties outside
        Shells should have those to whom such information is being disclosed sign
        an appropriate non-disclosure
        agreement, which
        specifies restrictions relative to trading of Shells stock by parties in
        receipt
        of the information.  You
        should confer with the CO whenever
        a non-disclosure agreement is needed.





**IV.**
            **Trading
                Windows****.**





***Standard
      Trading Windows*** .
      Members
      of Group Two may only purchase or sell Shells’ securities:





·
            During
                the designated trading windows described below,
                and


·
            When
                the individual is not in possession of material, nonpublic
                information.





Outside
      of the trading windows, members of Group Two may not transfer, purchase or
      sell
      Shells securities, even if they are not personally aware of any material,
      nonpublic information. However, members of Group Two may engage in Permitted
      Transactions (described in Section VI below) outside of the trading
      windows.





The
        trading window generally will open three full trading days after Shells
        quarterly release of earnings and will close beginning the third fiscal month
        of
        each quarter . For
        example, if quarterly earnings are released after the close of trading on
        a
        Monday, the following Friday becomes the first trading day that the window
        is
        open, providing the market is open for trading on Tuesday, Wednesday and
        Thursday of that week.  However,
        you should not expect that the window will open on any particular date or
        remain
        open for any minimum period of time. Significant corporate developments may
        require changes to the schedule.





Do
      not
      confuse the applicability of the trading windows with the broader prohibition
      on
      trading when you are in possession of material, nonpublic information described
      in Section II. Regardless of whether the trading window is open or closed,
      you
      may not trade in Shells securities if you possess material, nonpublic
      information about Shells.





***Special
      Blackouts*** .
      We
      reserve the right to impose a trading blackout from time to time on all or
      any
      group of our Employees, Officers, or Directors when, in the judgment of our
      Board of Directors or Officers, a blackout is warranted. During a special
      blackout, you will not be permitted to purchase or sell Shells securities and
      you may or may not be allowed to execute Permitted Transactions. A special
      blackout may also prohibit you from trading in the securities of other
      companies. If the Company imposes a blackout to which you are subject, we will
      notify you when the blackout begins and when it ends and the securities and
      transactions to which it applies.





**V.**
            **Pre-Clearance
                of Transactions**





***General.*** At any
        time, even during a standard trading window, before purchasing or selling
        Shells
        securities, members of Group Two must obtain clearance of the transaction
        from
        the CO .
        This
        clearance must be obtained before you
        place the order for, or otherwise initiate, any transaction in Shells
        securities.





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Our
        pre-clearance is designed to help prevent inadvertent violations and avoid
        even
        the appearance of an improper transaction (which could result, for example,
        where an officer engages in a trade while unaware of a pending major
        development), as well as to help ensure compliance with federal securities
        laws
        reporting requirements. Thus, no transactions in Company stock will be approved
        (i) during quarterly “quiet periods,” i.e., the period from the first day of the
        last month of a fiscal quarter until after the third full trading day after
        the
        Company has issued an earnings press release for that fiscal quarter and
        has
        announced the opening of the trading window, and (ii) unless satisfactory
        arrangements can be made in order to assure the CO that the required federal
        securities reporting obligations relating to the transaction will be met
        on a
        timely basis.





Do
      not
      confuse pre-clearance of transactions with the broader prohibition on trading
      when you are in possession of material, nonpublic information described in
      Section II. Regardless of whether you have received pre-clearance for a
      transaction or whether a trading window applicable to you is open or closed,
      you
      may not trade in Shells securities if you are in actual possession of material,
      nonpublic information about Shells.





***Permitted
      Transactions*** .
      Members
      of Group Two are required to receive pre-clearance prior to exercising any
      stock
      options or making any gifts of Shells securities. Pre-clearance is not required
      prior to entering into any other Permitted Transaction.





**VI.**
            **Permitted
                Transactions**





The
      following are “Permitted Transactions”:





·
              Acceptance
                  or receipt of a stock option, shares of restricted stock or similar
                  grants
                  of securities under the Company’s 2002 Equity Incentive Planorother applicable equity based benefit plans in effect (including
                  elections
                  to acquire stock options in lieu of other compensation) or the
                  cancellation or forfeiture of options or restricted shares pursuant
                  to
                  Shells’ plans;





·
            Election
                to participate in, cease participation in or purchase securities
                under a
                Shells employee stock purchase plan, if such a plan is in
                effect;





·
            Vesting
                of stock options or shares of restricted stock and any related stock
                withholding;





·
            Exercise
                of stock options issued under Shells stock option plans in a
                stock-for-stock exercise, payment of the exercise price in shares
                of stock
                and any related stock withholding transactions, but*(1)
                not the sale of any stock acquired in the option exercise, and (2)
                not the
                use of proceeds from the sale of any such shares to exercise additional
                options;*





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·
            Transferring
                shares to an entity that does not involve a change in the beneficial
                ownership of the shares, for example, to an inter vivos trust of
                which you
                are the sole beneficiary during your
                lifetime;





·
            Making
                payroll contributions to a Shells 401 (k) plan, deferred compensation
                plan
                or any similar plan, but*not*intra-plan transfers involving any Shells securities nor a change
                in
                “investment direction” under such plan to increase or decrease your
                percentage investment contribution allocated to Shells
                securities;





·
            Execution
                of a transaction pursuant to a contract, instruction, or plan described
                in
                Exchange Act Rule 10b5- (c) (1) (i) (A) (called a “Trading Plan”), as
                discussed below; or





·
            Any
                other transaction designated by the Board of Directors or any Board
                Committee or Officer, with reference to this Policy, as a Permitted
                Transaction.





***Pre-Disclosure
      of Undisclosed Material, Nonpublic Information*** .





You
        may
        not enter into any Permitted Transaction unless you have disclosed any material,
        nonpublic information that you are aware of to Shells’ CO or
        designee. If you are a member of Group Two, the information must also be
        disclosed to the CO and the CO must
        disclose any such information to the President and Audit Committee Chairperson
        before any transaction listed qualifies as a Permitted Transaction. This
        ensures
        that Shells is fully aware of any material information affecting any security
        before you enter into a transaction involving Shells
        securities.





***Employee
        Benefit Plan Transactions*** .
        Included in the definition of Permitted Transaction are most of the ongoing
        transactions you might enter into under Shells 2002 Equity Incentive Plan
        or any
        other benefit based plans in effect. For example, although your ongoing
        participation in a plan may involve the regular purchase of Shells common
        stock,
        either directly pursuant to an investment election or indirectly through
        an
        employer matching contribution, those purchases are Permitted transactions. *Please
        note, however, that the movement of balances in those plans into or out of
        Shells securities or change in your investment direction under those plans* *are* *not
        Permitted Transactions.* This
        means that you may not make such transfers or elections while you are in
        possession of material, nonpublic information and that such transfers or
        elections must be made in compliance with any other restrictions under this
        Policy that apply to you (for instance, such transfers or elections could
        only
        be made using an open trading window with pre-clearance if you are in Group
        Two.)





Transactions
      in employee stock options are also considered Permitted Transaction if there
      is
      no related sale to a person other than Shells. *Please
      note, however, that a sale of stock following or in connection with an option
      exercise is not a transaction with Shells and is, therefore, not a Permitted
      Transaction.* Thus,
      you may engage in a cash exercise of an option as long as you retain the stock
      you buy in the exercise. You can also engage in stock-for-stock exercised or
      elect stock withholding without violation the Policy. However, it would not
      be a
      Permitted Transaction for you to exercise a stock option, sell the resulting
      shares or then use the proceeds from that sale to pay for the exercise of
      additional stock options in a same day sale. Although exercises of Shells stock
      options are Permitted Transaction, members of Group Two must pre-clear all
      stock
      options exercises.





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***Transaction
      in Which There is No Change in Beneficial Ownership*** .
      Certain
      transactions involve merely a change in the form in which you own securities.
      For example, you may transfer shares of stock to a trust if you are the only
      beneficiary of the trust during your lifetime. Likewise, changing the form
      of
      ownership to include a member of your immediate household as a joint owner
      is a
      Permitted Transaction since members of your household are considered the same
      as
      you for purposes of this Policy.





***Gifts
      of Shells Securities*** . Depending
      on the particular situation involved , bona
      fide gifts of Shells securities, whether to charitable institutions or to
      friends and family members, may be
      Permitted Transactions. However,
      if you believe that the recipient will sell the stock either immediately or
      shortly after receiving it (within six months), then the gift is
      likely
      not a
      Permitted Transaction and the normal restrictions would be
      applicable. This
      policy is designed to avoid the embarrassment of having one of our Employees
      make of a gift of stock that ends up being sold into the market at a time when
      the Employee could not sell the stock directly.





***Trading
      Plans*** .
      The SEC
      has enacted rules that provide an affirmative defense against violations of
      the
      insider trading laws if you enter into a contract, provide instructions, or
      adopt a written plan for a transaction in securities when you are not in
      possession of material, nonpublic information, even if it turns out that you
      had
      such information when the transaction was actually completed. The contract,
      instructions or plan must:





·
            Specify
                the amount, price and date of the
                transaction;


·
            Specify
                an objective method for determining the amount, price and date of
                the
                transaction; or


·
              Place
                  the discretion for determining amount, price and the date of the
                  transaction in anotherunaffiliatedperson
                  who is not, at the time of the transaction, in possession of material,
                  nonpublic information.





You
      may
      not exercise discretion or influence over the amount, price, and date of the
      transaction after entering into the arrangement. In this Policy, we refer to
      these arrangements as “Trading Plans.” The rules regarding Trading Plans are
      extremely complex and must be complied with completely to be effective. You
      should consult with your own legal advisor before proceeding with entering
      into
      any Trading Plan.


Any
        restrictions under this Policy that apply to you when purchasing or selling
        Shells securities also apply to you when establishing a Trading Plan. Therefore,
        you may not establish a Trading Plan when you are in possession of material,
        nonpublic information about Shells and to the extent trading windows and
        special
        blackout periods apply to you. Those restrictions must be complied with in
        connection with establishing a Trading Plan. In addition, members of Group
        Two
        are required to receive pre-clearance before entering into any Trading Plan.
        Once a Trading Plan for a member of Group Two has been pre-cleared by the CO ,
        transactions executed pursuant to that Trading Plan do not require approval.
        Members of Group One are not required to pre-clear Trading Plans, but they
        are
        required to provide a copy of any Trading Plan , which
        they enter into to the CO .





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In
      establishing any Trading Plan, you should carefully consider the timing of
      your
      transactions under the Trading Plan. Even though transactions executed in
      accordance with a Trading Plan are exempt from the insider trading rules, the
      trades may nonetheless occur at times shortly before Shells announces material
      news, and the media may not understand the nuances of trading pursuant to a
      Trading Plan.





Once
        a
        trading plan is established, however, no transactions can be made in the
        Company’s stock under that plan for at least two weeks. You also may not
        terminate or modify the trading directions or terms of your trading plan
        at any
        time during a Company blackout period (whether or not you have actual knowledge
        of material nonpublic information at that time). In the event you modify
        or
        terminate and then reestablish (with the same or alternate trading instructions)
        a trading plan, no transactions can be effected under the new plan for at
        least
        six months from the date that the original plan was modified or
        terminated.




**VII**
              **Information
                  Required Following All Transactions by Directors and Officers.**





To
        facilitate the reporting of all transactions in the Company’s stock to the
        Securities and Exchange Commission, it is essential that the following
        information be communicated to our CO, currently Warren Nelson, immediately
        following the transaction:


Date
        of
        transaction.


Type
        of
        transaction - purchase, sale, gift, change of beneficial ownership,
        etc.


Shares
        acquired or disposed.


Price
        of
        shares acquired or disposed.


Beneficial
        ownership (direct or indirect).


Whether
        the transaction was effected pursuant to a Rule 10b5-1 trading
        plan.





The
        newly
        enacted Sarbanes-Oxley Act of 2002 requires that a Form 4 (which reports
        changes
        in beneficial ownership for directors, executive officers and certain other
        persons) must be filed by that reporting person with the SEC within two business
        days following a change of ownership in shares of the Company’s stock (including
        as a result of a purchase or sale or option exercise or grant). As a result,
        it
        is imperative that you and your broker, if applicable, provide the CO with
        the
        necessary information on the same day as the transaction
        occurs.




**VIII**
              **The
                  Consequences**





The
        consequences of insider trading violations can be staggering:


For
        individuals who trade on inside information (or tip information to
        others):


-
              A
                  civil penalty of up to three times the profit gained or loss
                  avoided; -
              A
                  criminal fine (no matter how small the profit) of up to $1 million;
                  and -
              A
                  jail term of up to ten years.




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For
        a
        company (as well as possibly any supervisory person) that fails to take
        appropriate steps to prevent illegal trading:


-
              A
                  civil penalty of the greater of $1 million or three times the
                  profit;
                gained
                  or loss avoided as a result of the employee’s violation;
                  and


-
              A
                  criminal penalty of up to $2.5
                  million.





In
        addition, if an employee violates or fails to comply with the Company’s insider
        trading policy or procedures, sanctions, including dismissal for cause, may
        be
        imposed by the Company. Needless to say, any of the above consequences, even
        an
        SEC investigation that does not result in prosecution, can tarnish one’s
        reputation and irreparably damage a career.





**XI.**
            **Administration
                of this Policy****.**





***Administration
        by the*** ***CO*** .
        The
        day-to-day administration, including communications of this Policy, will
        be
        carried out by the CO .
        If you
        have any questions concerning the interpretation of this Policy, you should
        direct your questions to the CO,
        currently Warren
        Nelson at (813) 961-0944. If a trade of Shells securities involves the CO ,
        then
        the Audit Committee Chairperson must provide pre-approval.





***Reporting
        Violations*** .
        If you
        become aware of any violation of this Policy, you should report it immediately to an Officer, or if it involves an Officer, then report should
        be
        directed to the Audit Committee Chairperson.





***Exemptions*** .
        An
        individual subject to the trading windows or special blackout periods described
        in this Section IV may request the CO to grant
        him or her a hardship exemption from those restrictions if he or she is not
        otherwise prohibited from trading under Section II. However, we anticipate
        that
        exemptions will be given very rarely and only in extreme circumstances. Such
        exemptions are to be reviewed by the Audit Committee.





***Amendment
      of the Policy*** .
      The
      Company reserves the right to amend this Policy from time to time, subject
      to
      approval by the Shells Board of Directors. If we do so, we will communicate
      to
      you through normal communication channels the substance of any such changes.





Remember,
      the ultimate responsibility for complying with this Policy and applicable laws
      and regulations rests with you. You should use your best judgment and consult
      with your legal and financial advisors, as needed.





**Post-Termination
        Transactions** .





This
        Policy Statement continues to apply, as appropriate, to your transactions
        in
        Company securities even after the termination of your employment or service
        with
        the Company. If you are in possession of material nonpublic information when
        your employment or service with the Company terminates, you may not trade
        in
        Company securities until that information has become public or is no longer
        material.





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I
      have
      read and fully understand this Policy.





Signed:











_________________________________________


Name











_________________________________________


Position













____________________


Date





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