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                                 PROMISSORY NOTE
LOAN NUMBER                      HUNTINGTON BANK

$453,000.00                                                   September 4, 1996

         FOR VALUE RECEIVED, the undersigned promises to pay to the order of The
Huntington National Bank of Florida at 253 North Orlando Avenue, Maitland,
Florida 32751, or such other place as the holder may designate in writing, the
principal sum of Four Hundred Fifty-Three Thousand and No/l00 Dollars
(US$453,000.00) together with interest from August 29, 1996, at an adjustable
rate equal to one (1%) above the Chase Manhattan Bank of New York "Prime Rate"
as such rate is published in the Wall Street Journal or similar business
publication, provided however that at no time during the term of this note shall
the interest rate exceed a rate equivalent to ten and one-half (10.50%) per cent
per annum as long as the maker is not in default, on the unpaid balance as
follows:

          Principal is due and payable in 59 monthly payments of $2,520.00 
          commencing on October 4, 1996 and $2,520.00 on the 4th day of each
          month thereafter. Accrued interest is also due and payable in 59
          monthly payments commencing on the 4th day of October, 1996 and on the
          4th day of each month. The maturity date of this note shall be
          September 4, 2001, at which time all remaining principal, accrued
          interest and any other costs and expenses shall be due and payable:

With the right of prepayment of all or any part of the principal balance at
any time without penalty;

         Each maker and endorser waives the right of exemption under the
Constitution and Laws of Florida and each maker and endorser waives demand, 
protest and notice of maturity, non-payment or protest and all requirements 
necessary to hold them liable as makers and endorsers.

         It is further agreed that each maker and endorser, jointly and
severally, shall and will pay all costs of collection, including a reasonable 
attorney's fee, in the event of failure to pay the principal of this note or any
interest thereon or installment thereof when due.

         It is further agreed by each maker and endorser, jointly and
severally, hereby waive the right, which such party may have, to a trial by jury
in respect to any litigation arising from this Note or any other agreement
executed in conjunction with this Loan. Borrower and Bank each acknowledge that
this paragraph had either been brought to the attention of each party's
legal counsel or that each party had the opportunity to do so.

         It is further agreed by each maker and endorser, jointly and severally,
that this note and each installment thereof shall bear interest at the highest
interest rate allowable by law from date of maturity until paid; and further,
that after the occurrence of any Event of Default, as defined herein, the rate
of interest, at Bank's option shall immediately be increased to the highest rate
allowable by law whether or not Bank accelerates the maturity and interest shall
accrue thereafter at said rate until all obligations under this note are paid in
full. Bank shall, within 10 days following the effective date of such interest
rate increase, notify Borrower of the fact that the interest rate has been
increased pursuant to this provision.

         Borrower shall be in default upon the occurrence of any of the 
following events, circumstances or conditions (Events of Default):

         A. Failure by any party obligated on this Note or any other obligations
Borrower has with Bank to make payment when due; or

         B. A default or breach by Borrower of any co-Signed, endorser, surety,
or guarantor under any of the terms of this Note, or other loan agreement, any
security agreement, mortgage, deed to secure debt, deed of trust, trust deed, or
any other documents or instruments evidencing, guaranteeing, securing or
otherwise relating to this Note or any other obligations Borrower has with Bank;
or

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         C. The making or furnishing of any verbal or written representation,
statement or warranty to Bank which is or becomes false or incorrect in any
material respect by or on behalf of Borrower, or any co-signer, endorser, surety
or guarantor of this Note or any other obligations Borrower has with Bank; or

         D. Failure to obtain or maintain the insurance coverage required by
Bank, or insurance as is customary and proper for any collateral securing the
repayment of this note; or

         E. The death, dissolution or insolvency of, the appointment of a
receiver by or on behalf of, the assignment for the benefit of creditors by or
on behalf of, the voluntary or involuntary termination of existence by, or the
commencement of any proceeding under any present or future federal or state
insolvency, bankruptcy, reorganization, composition or debtor relief law by or
against Borrower, or any Co-signed, endorser, surety or guarantor of this Note
or any other obligations Borrower has with Bank; or

         F. After thirty (30) days prior notice, the failure to pay or provide
proof of payment of any tax, assessment, rent, insurance premium, escrow or
escrow deficiency on or before its due date; or

         On or after the occurrence of an event of Default, at the option of
Bank, all or any part of the Principal and accrued interest on this Note, the
Loan and all other obligations which Borrower owes Bank shall become immediately
due and payable without notice or demand. Bank may exercise all rights and
remedied provided by law, equity, this Note, and mortgage, deed of trust or
similar instrument and any other security, loan, guaranty or surety agreements
pertaining to this Note and all other obligations of Borrower to Bank. Bank is
entitled to all rights and remedies provided by law or equity whether or not
expressly stated in this Note. By choosing any remedy, Bank does not waive its
right to an immediate use of any other remedy in the event of default continues
or occurs again.

         If Bank has not received the full amount of any monthly payment by the
end of 10 calendar days after the date it is due, a late charge shall be
assessed in the amount of 5% of such overdue payment of principal and interest,
or $5.00, whichever is greater, said late charge payable contemporaneously with
the payment of such overdue principal and interest.

         On or after an Event of Default, Bank may recover from Borrower and all
guarantors or any of them, all fees and expenses in collecting, enforcing and
protecting liabilities and reasonable expenses in realizing on any security
incurred by Bank, plus expenses of collecting and enforcing this Note. Such fees
and expenses shall include, but are not limited to, filing fees, publication 
expenses, deposition fees, stenographer fees, witness fees and any other court 
costs. Any such fees and expenses shall be added to the Principal of this Note 
and shall accrue interest at the same rate as provided in this Note.

         Upon default of this Note, Bank may recover from Borrower and all
guarantors or any of them, reasonable attorney's fees incurred by Bank. Such
reasonable attorneys' fees shall include, without limitation, paralegal fees.
Any such reasonable attorneys' fees shall be added to the principal amount of
this Note and construed to mean 10% of the total of the unpaid balance at the
time of default plus all accrued interest or such larger amount as may be
reasonable and just, incurred in all legal actions, including those incurred in
appellate proceedings. Such recovery will be in the extent not prohibited by
law.

         Until this Note is paid in full, Borrower shall furnish Bank copies of
all annual and quarterly reports (forms 10Q and 10K) as filed with the
Securities and Exchange Commission no later than the dates for such filings.

         This Note is secured by a Mortgage and Security Agreement of even date.


Shell Seafood Restaurants, Inc.

By: /s/ William E. Hattaway
    -------------------------
    William E. Hattaway, President