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                                                                   Exhibit 10.49

$667,500.00                                     Effective as of October 8, 2002
                                                                  Tampa, Florida

     1. Promise to Pay. SHELLS SEAFOOD RESTAURANTS, INC., a Delaware corporation
("Maker"), whose address is 16313 North Dale Mabry Highway, Suite 100, Tampa,
Florida 33618, for value received, promises to pay to the order of COLONIAL
BANK, an Alabama banking corporation ("Bank"), at 400 North Tampa Street, Suite
2500, Tampa, Florida 33602, or at such other place as the holder of this
Promissory Note designates in writing to Maker, the principal amount of Six
Hundred Sixty-Seven Thousand Five Hundred Dollars ($667,500.00), together with
interest as required under this Promissory Note (the "Note").

     2. Interest Rate. Maker shall pay interest on the outstanding principal
amount of this Note at an annual rate (the "Interest Rate") equal to the
Colonial Bank Base Rate (as hereinafter defined), floating on a daily basis. The
term "Colonial Bank Base Rate" as used herein shall mean the rate of interest
per annum as reported from time to time by the Bank (or such other source for
determining the base rate of interest as may hereafter be selected by Bank) as
its base rate of interest, and shall not necessarily mean or imply that such
base rate of interest is the lowest or most favorable rate of interest then
available from Bank to specific borrowers. Notwithstanding the foregoing, Maker
shall have the right, at any time during the term of this Note, to adjust the
Interest Rate to a fixed rate by giving written notice thereof to Maker at least
thirty (30) days prior to any monthly payment date. In the event Maker shall
deliver written notice to Bank of its intention to adjust the Interest Rate to a
fixed rate as described above, then the "Interest Rate" under this Note shall be
adjusted, upon the applicable payment date, to a fixed rate which is equal to
the prevailing market rate for loans of similar size and borrowers of similar
credit status, as determined by Bank in its sole discretion.

     3. Payments. Commencing on the 8th day of November, 2002, and continuing
monthly on the 8th day of each and every month thereafter, through and including
September 8, 2007, Maker shall make a payment of principal in the amount of
Three Thousand Seven Hundred Nine Dollars ($3,709.00), plus interest in an
amount equal to the accrued and unpaid interest hereunder. A final payment of
all outstanding principal and unpaid accrued interest shall be due and payable
in full on October 8, 2007.

     4. Application and Form of Payments. Payments will be applied first to
accrued interest and then to principal, and all interest on this Note will be
computed on the basis of the actual number of days elapsed over a 360-day year.
Payments of interest and principal must be made in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debts. Payments received after 2:00 p.m. will be
treated as being received on the next banking day.

     5. Prepayment, Late Fee, Interest on Default, and Maximum Interest. Maker
may prepay all or any portion of this Note without premium or penalty. Maker
shall give Bank one day's prior written notice of any prepayment. Partial
prepayments will be applied against

     DOCUMENTARY STAMP TAXES IN THE AMOUNT OF $2,336.25 AND INTANGIBLE TAXES IN
     THE AMOUNT OF $1,335.00 DUE ON THIS NOTE HAVE BEEN PAID AND THE PROPER
     STAMPS ARE AFFIXED TO THE MORTGAGE SECURING THIS NOTE.

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required principal installments in the inverse order of their maturities.
Therefore, partial prepayments will not affect the due date of any required
installments under this Note until this Note is paid in full. Maker agrees to
pay a late fee equal to five percent (5%) of any payment due hereunder that is
not paid within ten (10) days of the date the payment is due. Interest on all
amounts not paid when due after maturity, acceleration, or otherwise, will
accrue and will be payable at the rate which is five percent (5%) above the
Interest Rate, but in no event higher than the maximum rate of interest allowed
by applicable law.

     6. Security. This Note is secured, inter alia, by a Mortgage and Security
Agreement of even date herewith from Maker to Bank (the "Mortgage") and by any
and all collateral presently and hereafter held by Bank from Maker and given or
agreed to be given to Bank by Maker, plus any and all collateral presently or
hereafter held by Bank given or agreed to be given by any third party or parties
for the benefit of Maker hereof.

     7. Representations, Covenants and Warranties. Maker hereby represents,
covenants and warranties as follows:

          (a) Maker will deliver to Bank quarterly 10-Q statements and annual
     10-K statements, and any other publicly-filed statements within ten (10)
     days of the filing of the same. Maker will also furnish to Bank, promptly
     upon request, such other information regarding the operation, business
     affairs and financial condition of the Borrower which Bank may reasonably
     request, which information shall be kept confidential by Bank.

          (b) Maker represents that the only existing debt with shareholders of
     Maker (collectively, the "Shareholder Debt") is as follows:

               (i) A note in the amount of One Million Dollars ($1,000,000.00),
          payable to the order of Shell Investment Partners, LLC.

               (ii) A note in the amount of One Million Dollars ($1,000,000.00),
          payable to the order of Banyon Investments, LLC.

     Maker will not, without the prior written consent of Lender, modify the
     terms and conditions of the existing Shareholder Debt, or create, incur,
     assume or permit any additional Shareholder Debt.

          (c) Maker shall at all times during the term hereof, determined as of
     the close of fiscal year 2002, and continuing at the close of each fiscal
     quarter thereafter, maintain a Debt Coverage Ratio of greater than 1.25 to
     1.00. For the purposes of the above calculation, the term "Debt Coverage
     Ratio" shall mean, for the previous four fiscal quarters, the ratio of (a)
     earnings before interest, taxes, depreciation and amortization, plus
     insurance expense (property and casualty coverage only) to (b) current
     maturities of long term debt plus interest expense. For purposes of
     calculating Debt Coverage Ratio during fiscal year 2004, any balloon
     payments due under the Shareholder Debt referenced above will be excluded
     from the calculation of current maturities of long term debt.

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          (d) Maker will establish and maintain its primary depository and cash
     management accounts with Bank.

     8. Default and Remedies. The occurrence of any of the following events
constitutes a "Default" (in the following provisions, the term "Guarantor"
refers jointly and severally to any person or entity that previously has
guaranteed or either currently or in the future guarantees the repayment of this
Note):

          (a) The nonpayment within five (5) days after delivery of a written
     notice to Maker that it is due and payable of any interest or principal
     under (i) this Note or (ii) that certain Promissory Note dated the same
     date as this Note, in the original principal amount of Six Hundred
     Thirty-Seven Thousand Five Hundred Seventy-Five and 76/100ths Dollars
     ($637,575.76), made by Shells of Melbourne Joint Venture, a Florida general
     partnership, to the order of Bank (the "Melbourne Note"), or the nonpayment
     any other liability, obligation, or indebtedness owing from Maker to Bank,
     whether at maturity, by acceleration, or otherwise (provided however, that
     Bank shall have no obligation to provide written notice of the nonpayment
     of any principal or interest under this Note more than twice during any
     calendar year, and thereafter Bank shall have no further obligation to
     provide any such notice during the remainder of the applicable calendar
     year and nonpayment when due of any such sums shall be a default
     hereunder);

          (b) A material breach by Maker or Guarantor of any material
     representation, warranty, or covenant contained in this Note or any other
     agreement between Maker or Guarantor and Bank, where said breach shall
     continue for a period of thirty (30) days after delivery of written notice
     thereof to Maker;

          (c) The occurrence of a default under the Mortgage or under any other
     agreement given by Maker or Guarantor to Bank as security for the
     indebtedness evidenced hereby (subject to applicable grace and cure periods
     contained therein, if any).

     Upon the occurrence of a Default and at any time thereafter during the
continuance of a Default, Bank, at its option and as often as it desires, may
declare all liabilities, obligations, and indebtedness due Bank, including this
Note and the Melbourne Note, to be immediately due and payable without demand,
notice, or presentment, and may exercise any other remedy available to it under
the Mortgage or any other agreement given by Maker or Guarantor to Bank, and any
other remedy available to it at law or in equity.

     9. Payment of Costs. Maker shall pay all costs incurred by the holder of
this Note in enforcing or collecting this Note and enforcing each agreement
executed in connection with this Note (including the Mortgage or any other
agreement under which real or personal property is pledged as security for this
Note), including without limitation all reasonable attorneys' fees, costs, and
expenses incurred in all matters of interpretation, enforcement, and collection,
before, during, and after demand, suit, proceeding, trial, appeal, and
post-judgment collection efforts as well as all costs and fees incurred by the
holder of this Note in connection with any bankruptcy, reorganization, or
similar proceeding (including efforts to obtain relief from any stay) if Maker
or any other person or entity liable for the indebtedness represented by this
Note becomes involved in any bankruptcy, reorganization, or similar proceeding.

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     10. Waiver and Consents. Maker and every other person liable at any time
for payment of this Note waives presentment, protest, notice of protest, and
notice of dishonor. Maker expressly consents to all extensions and renewals of
this Note (as a whole or in part) and all delays in time or payment or other
performance under this Note that the holder of this Note grants at any time and
from time to time, without limitation and without any notice to or further
consent of Maker. Maker agrees that its obligations under this Note are
independent of the obligation of any other maker, guarantor or other person or
entity that now or later is obligated to pay this Note. Maker also agrees that
Bank may release any security for or any other obligor of this Note or waive,
extend, alter, amend, or modify this Note or otherwise take any action that
varies the risk of Maker without releasing or discharging Maker from Maker's
obligation to repay this Note.

     11. Venue. Maker and Bank agree that venue for each action, suit, or other
legal proceeding arising under or relating to this Note or any agreement
securing or related to this Note shall be the County Court or Circuit Court
located in Hillsborough County, Florida, or the Federal District Court for the
Middle District of Florida, Hillsborough County, Florida, and Maker and Bank
hereby waive any right to sue or be sued in any other county in Florida or any
other state, unless it shall be lawfully required that any such action, suit or
other legal proceeding have venue elsewhere.

     12. Savings Clause. Nothing herein, nor any transaction related hereto,
shall be construed or so operated as to require Maker to pay interest at a
greater rate than shall be lawful. Should any interest or other charges paid by
Maker in connection with the loan evidenced by this Note result in the
computation or earning of interest in excess of the maximum contract rate of
interest which is legally permitted under applicable Florida law or Federal
preemption statutes, if Bank shall elect a benefit thereof, then any and all
such excess shall be, and the same is, hereby waived by Bank, and any and all
such excess shall be automatically credited against and in reduction of the
balance due under this Note and any portion which exceeds the balance due under
this Note shall be paid by Bank to Maker.

     13. Waiver of Jury Trial. BY THE EXECUTION HEREOF, MAKER HEREBY
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY AGREES THAT NEITHER MAKER NOR ANY
ASSIGNEE, SUCCESSOR, HEIR, OR LEGAL REPRESENTATIVE OF MAKER SHALL SEEK A JURY
TRIAL IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR ANY OTHER LITIGATION
PROCEDURE ARISING FROM OR BASED UPON THIS NOTE, THE MORTGAGE, OR ANY OTHER LOAN
DOCUMENT EVIDENCING, SECURING, OR RELATING TO THE INDEBTEDNESS EVIDENCED BY
THIS NOTE OR TO THE DEALINGS OR RELATIONSHIP BETWEEN OR AMONG THE PARTIES
HERETO. NEITHER MAKER NOR BANK WILL SEEK TO CONSOLIDATE ANY SUCH ACTION IN WHICH
A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT
OR CAN NOT BE WAIVED. THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY NEGOTIATED
BY THE PARTIES HERETO, AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTION.
NEITHER MAKER NOR BANK HAS IN ANY WAY AGREED WITH OR REPRESENTED TO ANY OTHER
PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL
INSTANCES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR BANK TO ENTER INTO THIS
TRANSACTION.

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     14. Modification. This Note may not be modified or terminated orally, but
only by agreement or discharge in writing and signed by Bank. Any forbearance of
Bank in exercising any right or remedy hereunder, under the Mortgage or under
any other loan document relating to this transaction shall not be a waiver of or
preclude the exercise of any right or remedy. Acceptance by Bank of payment of
any sum payable hereunder after the due date of such payment shall not be a
waiver of Bank's right to either require prompt payment when due of all other
sums payable hereunder or to declare a default for the failure to make prompt
payment in the future.

     15. Successors and Assigns. Whenever Bank is referred to in this Note, such
reference shall be deemed to include the successors and assigns of Bank,
including, without limitation, any subsequent assignee or holder of this Note,
and all covenants, provisions, and all agreements by or on behalf of Maker and
any endorsers, guarantors, and sureties hereof which are contained herein shall
inure to the benefit of the successors and assigns of Bank.

     16. Corrective Documentation. For and in consideration of the funding or
renewal of the indebtedness evidenced hereby, Maker further agrees to cooperate
with Bank and to reexecute any and all documentation relating to the loan
evidenced by this Note which is deemed necessary or desirable in Bank's
reasonable discretion, in order to correct or adjust any clerical errors or
omissions contained in any document executed in connection with the loan
evidenced by this Note.

     17. Miscellaneous. The headings preceding the text of the sections of this
Note have been inserted solely for convenience of reference and do not limit or
affect the meaning, interpretation, or effect of this Note or the sections. The
validity, construction, interpretation, and enforceability of this Note are
governed by the laws of the State of Florida, excluding its laws relating to the
resolution of conflicts of laws of different jurisdictions. Each required
notice, consent, or approval, if any, under this Note will be valid only if it
is given in writing (or sent by telex, telegram, or telecopy and promptly
confirmed in writing) and addressed by the sender to the recipient's address
that is listed in this Note or to such other addresses as either party may
designate by written notice to the other party. A validly given notice, consent,
or approval will be effective (i) on receipt of hand delivery to the recipient,
(ii) seven (7) days after having been deposited in the United States mail,
certified or registered, return receipt requested, sufficient postage affixed or
prepaid, or (iii) one (1) business day after it is deposited with an expedited,
overnight courier service (such as by way of example but not limitation, U.S.
Express Mail, Federal Express or Airborne). These notice provisions apply only
if a notice is required by this Note. They do not apply if no notice is required
by this Note. This Note is not assignable by Maker.

                    [SIGNATURE LINES BEGIN ON FOLLOWING PAGE]

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                       [SIGNATURE PAGE TO PROMISSORY NOTE]

     IN WITNESS WHEREOF, Maker has caused this Note to be executed and delivered
as of the date first above written.

                                          SHELLS SEAFOOD RESTAURANTS, INC., a
                                          Delaware corporation


                                          By: /s/ Warren R. Nelson
                                              ----------------------------------
                                              Warren R. Nelson, Vice President

STATE OF FLORIDA

COUNTY OF HILLSBOROUGH

     The foregoing instrument was acknowledged before me this 1st day of
October, 2002, by Warren R. Nelson, as Vice President of SHELLS SEAFOOD
RESTAURANTS, INC., a Delaware corporation, on behalf of the corporation. He is
personally known to me or has produced a valid Florida driver's license as
identification.


                                                /s/ Glenda L. Squire
                                                --------------------------------
                                                Notary Public

                                                Glenda L. Squire
                                                --------------------------------
                                                (Print, Type or Stamp Name)

                                                 My Commission Expires: 04-08-04

                                                          Glenda L Squire
                                                [GRAPHIC] My Commission CC922000
                                                          Expires April 08, 2004

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