EXHIBIT 10.45

                 FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

     THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (the "First Amendment")
is made as of this 23RD day of December, 1997, by and between VICORP
RESTAURANTS, INC., a Colorado corporation ("Seller"), and SHELLS SEAFOOD
RESTAURANTS, INC., a Delaware corporation ("Buyer").

                                   BACKGROUND

     Seller and Buyer entered into that certain Purchase and Sale Agreement,
(the "Contract") dated October 22, 1997 for the purchase and sale of certain
property (the "Property") as described therein. Seller and Buyer desire to
extend certain of Buyer's contingency periods contained in the Contract.

                                    AGREEMENT

     NOW, THEREFORE, for and in consideration of the sum of Ten and no/100ths
Dollars ($10.00) and other good and valuable considerations, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

         1. PERMITS AND APPROVALS. Anything to the contrary contained in the
Contract notwithstanding, Seller and Buyer agree that the deadline by which
Buyer  shall  obtain,  or waive the  contingency  for,  Buyer's  receipt  of the
required  Permits and  Approvals  as set forth in Section  4.2 of the  Contract,
shall be and is hereby extended until on or before February 15,1998.

         2. FINANCING. Anything to the contrary contained in the Contract
notwithstanding, Seller and Buyer agree that the deadline by which Buyer shall
obtain, or waive the contingency for Buyer's receipt of, its financing as set
forth in Section 4.3 of the Contract shall be and is hereby extended until on or
before February 15,1998.

         3. Except as modified herein, all other terms, conditions and covenants
of the Contract shall remain the same and in full force and effect.

                         (SIGNATURES ON FOLLOWING PAGE)

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        IN WITNESS WHEREOF, this instrument has been duly executed as of the day
and year first above written.

Signed, sealed and delivered
In the presence of:

                                        "SELLER"

                                        VICORP RESTAURANTS, INC., a
                                        Colorado corporation

/s/ STANLEY ERECKSON, JR.               By: /s/ CHARLES R. FREDERICKSON
------------------------                   ------------------------------------
Signature                                  Signature

Stanley Ereckson, Jr.                      CHARLES R. FREDERICKSON
------------------------                   ------------------------------------
Name Printed                               Name Printed
                                           Title: Chairman
/s/ KENNETH H. CARD                              ------------------------------
------------------------
Signature

Kenneth H. Card
------------------------
Name Printed


                                        "BUYER"

                                        SHELLS SEAFOOD RESTAURANTS, INC., a
                                        Delaware corporation


/s/ DANIEL J. PARZ                      By: /s/ W. E. HATTAWAY
-------------------------                  ------------------------------------
Signature                                  Signature

Daniel J. Parz                             W. E. Hattaway
-------------------------                  ------------------------------------
Name Printed                               Name Printed
                                           Title: President
/s/ MAE SMITH                                    ------------------------------
-------------------------
Signature

Mae Smith
-------------------------
Name Printed



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