LIMITED
      LIABILITY LIMITED PARTNERSHIP AGREEMENT

    OF

    ROCK
      BEACH GRILL OF PEMBROKE PINES, LLLP

    


    


    This
      LIMITED LIABILITY LIMITED PARTNERSHIP AGREEMENT (“Agreement”) is made and
      entered into effective as of June 26, 2008, by and among ROCK BEACH HOLDINGS,
      LLC, a Florida limited liability company, as General Partner (the “General
      Partner”); and SHELLS SEAFOOD RESTAURANTS, INC., a Delaware corporation
      (“Shells”), and Philip R. Chapman and Barry Bernstein (each a “Investor Limited
      Partner” and together “Investor Limited Partners”) as Limited Partners. Shells
      and the Investor Limited Partner are sometimes hereinafter individually referred
      to as a “Limited Partner” and collectively referred to as the “Limited
      Partners.” The General Partner and the Limited Partners are sometimes
      hereinafter individually referred to as a “Partner” and collectively referred to
      as the “Partners.” The definitions of certain other terms used in this Agreement
      are set forth in Section 20.

    


    WITNESSETH:

    


    WHEREAS,
      the Partners desire to form a limited partnership under the laws of the State
      of
      Florida for the purpose of owning and operating one “Rock Beach Grill”
restaurant under the Shells System (as described herein) to be located at 11825
      Pines Boulevard, Pembroke Pines, Florida; and

    


    WHEREAS,
      Shells and the Partnership have entered into a Management and License Agreement
      of even date herewith (the “Management Agreement”) relating to the operation and
      management of the restaurant owned by the Partnership and the license by Shells
      of certain proprietary information to the Partnership. 

    


    NOW,
      THEREFORE, in consideration of the mutual promises and agreements herein
      contained and for other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties hereto, intending
      to be
      legally bound thereby, agree as set forth herein.

    


    Section
      1. Organization of the Limited Partnership.

    


    (a) Formation.
      The
      Partners hereby form a limited partnership (the “Partnership”) under the Florida
      Revised Uniform Limited Partnership Act, which Act, except as otherwise provided
      herein, shall govern the rights and obligations of the parties hereto. The
      Partnership shall be formed as a limited liability limited partnership under
      Chapter 620, of the Act.

    


    (b) Name.
      The
      Partnership name shall be, and the business of the Partnership shall be
      conducted under, the name “Rock Beach Grill of Pembroke Pines, LLLP.” The
      business of the Partnership may be conducted under any other name permitted
      by
      the Act that is selected by the General Partner, in its sole and absolute
      discretion. The General Partner, on behalf of the Partnership, shall promptly
      execute, file, and record any assumed or fictitious name certificates required
      by the laws of the State of Florida or any other state in which the Partnership
      conducts business.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (c) Principal
      Address.
      The
      principal office address of the Partnership in Florida, unless changed by the
      General Partner upon notice to the Limited Partners, shall be 16313 North Dale
      Mabry Highway, Tampa, Florida 33618.

    


    (d) Purpose
      and Character of the Business of the Partnership.
      The
      purpose and character of the business of the Partnership shall be:

    


    (i) to
      operate one restaurant under the Shells System (together with any and all other
      directly or indirectly related business) at 11825 Pines Boulevard, in Pembroke
      Pines, Florida (the “Business”); and

    


    (ii) to
      undertake and carry on all activities necessary or advisable in connection
      with
      the operations and management of the Business, all upon such terms and
      conditions as the General Partner may deem to be in the best interest of the
      Partnership subject to the limitations provided herein.

    


    (e) Term.
      The
      Partnership shall commence as of the date of the filing of the Certificate
      of
      Limited Partnership after the execution of this Agreement by all the Partners
      and shall continue for a period ending on the earliest to occur of the
      following:

    


    (i) June
      30,
      2058;

    


    (ii) the
      date
      on which all or substantially all of the property owned by the Partnership
      is
      sold or otherwise disposed of and the proceeds distributed in accordance with
      the provisions hereof;

    


    (iii) the
      date
      on which the Partnership is dissolved pursuant to the pro-visions hereof;


    


    (iv) the
      date
      on which the Partnership is dissolved by judicial decree; or

    


    (v) the
      date
      on which the Management Agreement terminates or expires.

    


    Section
      2. Capital of the Partnership.

    


    (a) General
      Partner.

    


    (i) The
      General Partner and its address are set forth on Exhibit
      A
      hereto.

     

    
      
         

      

      
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    (ii) The
      General Partner has made or shall immediately make Capital Contributions to
      the
      Partnership as set forth opposite its name on Exhibit
      A
      hereto.

    


    (b) Limited
      Partners.

    


    (i) The
      Limited Partners and their addresses are set forth on Exhibit
      A
      hereto.

    


    (ii) The
      Limited Partners shall immediately make, or have already made, Capital
      Contributions to the Partnership in the amounts set forth opposite their
      respective names in Exhibit
      A
      hereto.
      The Limited Partners shall not have the right to withdraw or reduce their
      respective contributions to capital except upon dissolution or as otherwise
      provided in this Agreement.

    


    (c) Capital
      Accounts.

    


    (i) The
      initial balance in each Partner’s Capital Account shall be equal to the Capital
      Contributions made by such Partner.

    


    (ii) Each
      Partner’s Capital Account shall be increased by:

    


    (A) the
      amount of cash and the Book Value of any property subsequently contributed
      to
      the Partnership by such Partner (net of liabilities secured by such contributed
      property which the Partnership is considered to assume or take subject to under
      Code Section 752); and

    


    (B) such
      Partner’s allocated share of Profits; and 

    


    (C) any
      items
      of income or gain of the Partnership specially allocated to such
      Partner.

    


    (iii) Each
      Partner’s Capital Account shall be decreased by:

    


    (A) the
      amount of cash and the Book Value of any property distributed to such Partner
      (net of liabilities secured by such distributed property which the distributee
      Partner is considered to assume or take subject to under Code Section 752);
      and

    


    (B) such
      Partner’s share of Losses; and

    


    (C) any
      items
      of deduction, loss or deduction specially allocated to such
      Partner.

    


    (d) Repayment
      of Capital Accounts and Interest Thereon.

    


    (i) Each
      Partner shall not accrue interest on its Capital Account.

     

    
      
         

      

      
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    (ii) Under
      circumstances involving a return of any Capital Contribution, no Partner shall
      have the right to receive property other than cash, except as may be otherwise
      specified by the General Partner.

    


    (e) Liability
      of Partners.

    


    (i) Except
      as
      otherwise provided in the Act, no Limited Partner shall have any personal
      liability whatsoever in its capacity as a Limited Partner, whether to the
      Partnership, to any of the Partners or to the creditors of the Partnership,
      for
      the debts, liabilities, contracts or any other obligations of the Partnership,
      or for any losses of the Partnership. A Limited Partner shall not be required
      to
      repay to the Partnership, any Partner or any creditor of the Partnership all
      or
      any fraction of any negative amount of such Limited Partner’s Capital
      Account.

    


    (ii) The
      General Partner shall not have any personal liability to any Limited Partner
      for
      the repayment of any amounts outstanding in the Capital Account of a Limited
      Partner, including, but not limited to, Capital Contributions. Any such payment
      shall be solely from the assets of the Partnership. The General Partner shall
      not be liable to any Limited Partner by any reason of any change in the federal
      income tax laws as they apply to the Partnership and the Limited Partners,
      whether such change occurs through legislative, judicial or administrative
      action.

    


    (iii) The
      General Partner shall have no personal liability to repay to the Partnership
      any
      portion or all of any negative amount of the General Partner’s Capital
      Account.

    


    Section
      3. Additional Capital Contributions and Loans.

    


    (a) Additional
      Capital Contributions.
      The
      Partners shall not be required to make any additional Capital Contributions
      to
      the Partnership. Upon the agreement of all of the Partners, a Partner may make
      an additional Capital Contribution. The Interests of the Partners shall be
      adjusted to reflect any additional Capital Contribution at the time it is made
      in the manner determined by all of the Partners.

    


    (b) Loans.
      At any
      time prior to the dissolution of the Partnership, if the General Partner
      determines that there is insufficient Net Cash Flow to fund the ownership,
      operation and business activities of the Partnership, each of the Partners
      shall
      be given the opportunity to make a loan to the Partnership, in proportion to
      their respective Interests (a “Partner Loan”). No Partner shall be obligated to
      make a Partner Loan. In the event a Partner Loan is made to the Partnership,
      such Partner Loan shall be evidenced by a promissory note of the Partnership
      to
      the Partner(s) making such Partner Loan and such Partner Loan shall bear
      interest and shall become payable at a rate, on terms and on a date which is
      mutually agreed between the General Partner and the Partner or Partners making
      such Partner Loan (whether or not the General Partner is the Partner making
      such
      Partner Loan).

     

    
      
         

      

      
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    (c) Shells
      Loan.
      If at
      any time prior to the dissolution of the Partnership, an Investor Limited
      Partner declines to make a Partner Loan and the General Partner determines
      funds
      are necessary to discharge the Partnership’s obligations under the Management
      Agreement or that capital expenditures at the Restaurant are needed for the
      Business (e.g.,
      furniture, fixtures and equipment and capital improvements) from time to time,
      Shells shall be obligated to make a loan to the Partnership to discharge the
      Partnership’s obligations under the Management Agreement and to provide it with
      funds sufficient for the Partnership to make such capital expenditures (a
“Shells Loan”); provided,
      however,
      that
      Shells’ cumulative obligation under this Section 3(c) shall not exceed
      $175,000.00 in the aggregate. Any such Shells Loan shall be evidenced by a
      promissory note and bear interest at ten percent (10%) per annum. 

    


    (d) Priority
      of Obligations.
      For any
      given period, (i) the Partnership’s obligations owing under the Management
      Agreement shall be satisfied prior to (1) the repayment of principal or interest
      owing under any Shells Loan or Partner Loan for such period or (2) the
      distribution of Net Cash Flow to satisfy the Preferred Return for such period;
      (ii) principal and interest owing under any Shells Loan shall be repaid in
      full
      prior to (1) the repayment of principal or interest under any Partner Loan
      for
      such period (with the older of any Shells Loan being repaid first) or (2) the
      distribution of Net Cash Flow to satisfy the Preferred Return for such period;
      and (iii) principal and interest owing under any Partner Loan shall be repaid
      in
      full prior to any distribution of Net Cash Flow to satisfy the Preferred Return
      for such period (with the older of any Partner Loan being repaid
      first).

    


    Section
      4. Profits, Losses.

    


    (a) Sharing
      of Losses.
      

    


    (i) For
      each
      Fiscal Year, after giving effect to the special allocations set forth in
      Sections 4(c)-(d) below, if any, Losses shall be allocated to the Partners
      in
      proportion to their Interests. 

    


    (ii) The
      Losses allocated pursuant to Section 4(a)(i) shall not exceed the maximum amount
      of Losses that can be so allocated without causing any Partner to have a
      Negative Capital Account at the end of any Fiscal Year. In the event some but
      not all of the Partners would have a Negative Capital Account as a consequence
      of an allocation of Losses pursuant to Section 4(a)(i), the limitation set
      forth
      in this Section 4(a)(ii) shall be applied on a Partner by Partner basis so
      as to
      allocate the maximum permissible Losses to each Partner under Treasury
      Regulation Section 1.704-1(b)(2)(ii)(d). All Losses in excess of the limitations
      set forth in this Section 4(a)(ii) shall be allocated to the General
      Partner.

    


    (b) Sharing
      of Profits.
      For
      each Fiscal Year, after giving effect to the special allocations set forth
      in
      Sections 4(c)-(d) below, if any, Profits shall be allocated to the Partners
      as
      follows:

     

    
      
         

      

      
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    (i) First,
      to
      the Partners up to the aggregate of, and in proportion to, any unrecovered
      Losses previously allocated to each Partner in accordance with Section 4(a)
      in
      the reverse order in which such Losses were allocated;

    


    (ii) Second,
      one hundred percent (100%) to the Investor Limited Partners pro rata until
      such
      time as they have been allocated Profits equal to the Preferred Return for
      such
      Fiscal Year and any prior Fiscal years; and

    


    (iii) Third,
      to
      each of the Partners in proportion to their Interests.

    


    (c) Qualified
      Income Offset.
      In the
      event any Partner unexpectedly receives any adjustments, allocations or
      distributions described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4),
      1.704-1(b)(2)(ii)(d)(5) or 1.704-1(b)(2)(ii)(d)(6) (“Unexpected Adjustments”),
      items of Partnership income and gain shall be specially allocated to such
      Partner in an amount and manner sufficient to eliminate the deficit balances
      in
      such Partner’s Capital Account created by such Unexpected Adjustments as quickly
      as possible. Any special allocations of items of income or gain pursuant to
      this
      Section shall be taken into account in computing subsequent credits of Profits
      or minimum gain so that the net amount of any items so allocated and the Profits
      or Losses or minimum gain, to the extent possible, be equal to the net amount
      that would have been allocated to each such Partner if such Unexpected
      Adjustments had not occurred.

    


    (d) Nonrecourse
      Deductions.
      The
      Partnership shall allocate any nonrecourse deductions consistent with Treasury
      Regulation Section 1.704-2, and subsequent allocations of income or gain shall
      take into account the minimum gain chargeback requirement of Treasury Regulation
      Section 1.704-2(f). Partner nonrecourse deductions shall be specially allocated
      to the Partner that bears the economic risk of loss with respect to the partner
      nonrecourse debt to which such partner nonrecourse deductions are attributable
      in accordance with Treasury Regulation Section 1.704-2(i)(1), and subsequent
      allocations of income or gain shall take into account the partner minimum gain
      chargeback requirement of Treasury Regulation Section
      1.704-2(i)(4).

    


    (e) Tax
      Allocations.
      Partnership income, gain, loss, deduction and credit, as calculated for tax
      purposes, shall be allocated among the Partners, to the extent possible, in
      accordance with the allocations of the corresponding Profit, Losses or items
      of
      income, gain, loss or deduction among the Partners pursuant to Sections
      4(a)-(d).

    


    Section
      5. Distributions.

    


    (a) Distribution
      of Net Cash Flow.
      Distributions of Net Cash Flow may be made from time to time in the discretion
      of the General Partner, in the following order of priority:

    


    (i) First,
      to
      the Investor Limited Partners pro rata equal to their respective Preferred
      Returns for the current or most recently completed Fiscal Year;

     

    
      
         

      

      
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    (ii) Second,
      to the Investor Limited Partners pro rata equal to their respective Preferred
      Returns accrued but unpaid from prior Fiscal Years; and

    


    (iii) Third,
      any remaining amounts shall be distributed to the Partners in proportion to
      their Interests.

    


    (b) Distribution
      of Capital.
      The
      General Partner may at anytime proportionately return to the Partners all or
      any
      portion of their respective Capital Contributions, subject to the limitations
      provided in the Act.

    


    Section
      6. No Participation in the Management of Partnership
      Business.

    


    (a) Except
      as
      specifically provided herein, the Limited Partners shall not take part in,
      or
      interfere in any manner with, the conduct or control of the Partnership or
      the
      Business, and the Limited Partners shall not have any right or authority to
      act
      for or bind the Partnership, and the Limited Partners therefore have no personal
      liability. Any individual Limited Partner (or employee, partner, shareholder,
      officer or director of a Limited Partner) may be an employee, officer and/or
      director of the General Partner and/or of the Partnership and accomplish any
      duties as such employee, executive or director in his representative corporate
      or employee capacity and not as a limited partner or as an
      individual.

    


    (b) The
      Partnership and/or the General Partner may engage any Limited Partner or persons
      or firms associated with them for specific purposes and may otherwise deal
      with
      such Limited Partner or persons in firms associated with them on terms and
      for
      compensation to be agreed upon by any such Limited Partner (or persons or firms
      associated with them, as the case may be) and the Partnership or the General
      Partner, as the case may be.

    


    (c) All
      matters related to the Partnership and this Agreement, including but not limited
      to the amendment of this Agreement, shall be under the exclusive discretion
      of
      the General Partner.

    


    Section
      7. Rights, Powers and Duties of the General Partner.

    


    (a) Rights
      and Powers of the General Partner.

    


    (i) Except
      as
      otherwise provided herein, the General Partner shall have the full and exclusive
      right, power and authority to manage and control the business and affairs of
      the
      Partnership and to make all decisions regarding the business of the Partnership,
      and the General Partner shall have all of the rights, powers and obligations
      of
      a general partner of a limited partnership under the Act.

    


    (ii) In
      addition to any other rights and powers which it may possess, and except as
      otherwise limited by this Agreement, the General Partner shall have specific
      rights and powers required or appropriate to the management of the Partnership
      and the Business which are as follows:

     

    
      
         

      

      
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    (A) to
      do all
      acts and things in the ordinary course of business related to the
      Business;

    


    (B) to
      manage, develop, promote, improve, maintain and service the
      Business;

    


    (C) to
      acquire and to enter into any contract or policy of liability and/or other
      insurance which the General Partner deems necessary and proper for the
      protection of the Partners and the Partnership and for the conservation of
      its
      assets or for any purpose convenient or beneficial to the
      Partnership;

    


    (D) to
      employ
      from time to time persons, firms or corporations for the operation and
      management of the Business, including, but not limited to, attorneys,
      accountants, advisors, supervisors, managers and personnel, consultants and
      engineers, on reasonable terms and for reasonable compensation;

    


    (E) to
      compromise, arbitrate, or otherwise adjust claims in favor of or against the
      Partnership and to commence or defend litigation with respect to the Partnership
      or any assets of the Partnership;

    


    (F) to
      make
      (or elect not to make) elections under the tax laws of the United States or
      any
      other country or any state as to the treatment of Partnership income, gain,
      loss, deduction and credit, and as to all other relevant matters;
      and

    


    (G) to
      perform any and all other acts or activities customary or incidental to the
      Partnership purposes and the foregoing powers and to execute any and all
      instruments to effectuate the Partnership purposes and foregoing
      powers.

    


    (iii) The
      General Partner shall have all the rights and powers and shall be subject to
      all
      of the liabilities of a partner in a partnership without limited
      partners.

    


    (b) Transactions
      Between the Partnership and its Partners.

    


    (i) The
      Partnership may enter into reasonable arms’-length transactions, contracts,
      agreements or arrangements with any Partner (including the General Partner)
      and/or any affiliate of any Partner (including the General Partner) if approved
      in advance by the General Partner.

    


    (ii) The
      Partnership may purchase materials, goods, and supplies, and may purchase or
      rent equipment from any Partner (including the General Partner) and/or any
      affiliate of any Partner (including the General Partner) if approved in advance
      by the General Partner. 

     

    
      
         

      

      
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    (iii) Nothing
      herein shall preclude reimbursement for reasonable and necessary out-of-pocket
      Partnership business expenses paid by a Partner (including the General Partner)
      which are not otherwise provided for in this Agreement so long as such
      reimbursements are approved in advance by the General Partner.

    


    (c)
      Duties
      and Obligations of the General Partner.

    


    (i) With
      the
      assistance of such accounting firm as may be selected by the General Partner,
      the General Partner shall prepare, or cause to be prepared, and shall file
      on or
      before the due date (or any extension thereof) any United States federal, state
      or local tax returns required to be filed by the Partnership. The General
      Partner shall cause the Partnership to pay any taxes payable by the
      Partnership.

    


    (ii) The
      General Partner shall manage the Partnership to the best of its ability and
      conduct the operations contemplated under this Agreement in a careful and
      prudent manner in accordance with reasonable business practices. The General
      Partner shall be responsible for and shall have the authority to conduct all
      general administrative and business matters of the Partnership.

    


    Section
      8. Limited Partner Special Provisions.

    


    (a) Withdrawal
      of or Distributions in Reduction of Capital Contributions.

    


    (i) No
      Limited Partner shall have the right to withdraw its Capital Contribution to
      the
      Partnership, except with the consent of the General Partner or as a result
      of
      the dissolution of the Partnership.

    


    (ii) No
      Limited Partner shall have the right to demand or receive property other than
      cash in return for its Capital Contribution. Any withdrawal or reduction of
      Partnership capital actually received by a Partner shall be made in accordance
      with this Agreement; provided,
      however,
      that no
      part of the capital shall be withdrawn unless all liabilities of the Partnership
      (except liabilities to Partners) have been paid, or unless the Partnership
      has
      assets sufficient to secure payment of the same.

    


    (iii) The
      Limited Partners understand that pursuant to the Act if the Partnership
      distributes cash (or other assets), which causes a reduction of their respective
      Capital Accounts in the Partnership below the stated capital of the Partnership,
      for one (1) year such Limited Partner may be liable to the Partnership for
      any
      sum returned to such Partner, but not in excess of the sum distributed to it
      which reduced the Capital Account below the stated capital, with interest,
      to
      discharge Partnership liabilities to all creditors who extended credit, or
      whose
      claims arose, before such return of capital to such Limited
      Partner.

    


    (b) No
      Right of Partition or Right to Compel Sale.
      The
      Limited Partners shall not have the right to require the partition of
      Partnership property or to compel any sale or appraisal of Partnership assets,
      notwithstanding any provision of law to the contrary.

     

    
      
         

      

      
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    (c) Right
      to List of Partners on Request.
      Any
      Limited Partner shall be entitled, upon request, to have mailed to it a list
      of
      the names, addresses, and ownership of record of each Partner of the
      Partnership.

    


    (d) Right
      to Information.
      Each
      Limited Partner shall be entitled to:

    


    (i) inspect,
      for any proper purpose, the Partnership books kept at the place selected by
      the
      General Partner, during reasonable business hours, upon reasonable notice,
      and
      copy any of them at such Limited Partner’s expense; and

    


    (ii) obtain,
      upon reasonable request, accurate information concerning matters materially
      affecting the Partnership and a formal accounting (at such Limited Partner’s
      expense) of Partnership affairs whenever circumstances render it just and
      reasonable.

    


    (e) Exercise
      of Rights Under This Agreement.
      No
      right exercised by a Limited Partner under this Agreement shall impose any
      personal liability on any Limited Partner. Upon the imposition of any personal
      liability, such grant or exercise shall be void ab initio.

    


    (f) Withdrawal
      of a Limited Partner.
      No
      Limited Partner may withdraw from the Partnership without the consent of the
      General Partner, which consent is solely with the discretion of the General
      Partner and which the General Partner is under no obligation to
      give.

    


    Section
      9. Transfers
      of Interests.
      

    


    (a) No
      Interest may be Assigned without the prior written consent of the General
      Partner, which consent is solely within the discretion of the General Partner
      and which the General Partner is under no obligation to give.

    


    (b) A
      Person
      who acquires one or more Interests of a Limited Partner but who is not admitted
      as a substituted Limited Partner pursuant to Section 9(c) shall be entitled
      only
      to allocations and distributions with respect to such Interests in accordance
      with this Agreement, and shall have no right to any information or accounting
      of
      the affairs of the Partnership, shall not be entitled to inspect the books
      or
      records of the Partnership, and shall not have any of the rights of a General
      Partner or a Limited Partner under the Act or this Agreement. Any such Assignee
      of an Interest of a Limited Partner, including an Assignee of an Investor
      Limited Partner, shall be subject to the terms of this Agreement, including,
      Sections 9, 10 and 11.

     

    (c) An
      Assignee of the Interest of a Limited Partner may be admitted to the Partnership
      as a substitute Limited Partner only upon satisfaction of the conditions set
      forth below:

     

    
      
         

      

      
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    (i) the
      General Partner consents to such admission, which consent maybe given or
      withheld in the sole and absolute discretion of the General
      Partner;

     

    (ii) the
      Interests with respect to which the Assignee is being admitted were acquired
      by
      means of an Assignment not in violation of this Agreement;

     

    (iii) the
      Assignee becomes a party to this Agreement as a Limited Partner and executes
      such documents and instruments as the General Partner may reasonably request
      (including, without limitation, amendments to the Certificate of Limited
      Partnership) as may be necessary or appropriate to confirm such Assignee as
      a
      Limited Partner in the Partnership and such Assignee’s agreement to be bound by
      the terms and conditions of this Agreement; and

     

    (iv) the
      Assignee pays or reimburses the Partnership for all reasonable legal, filing,
      and publication costs that the Partnership incurs in connection with the
      admission of the Assignee as a Limited Partner with respect to the Assigned
      Interests.

     

    (d) No
      Person
      owning or holding any shares of stock or membership, partnership or equity
      interest of an Investor Limited Partner (a “Second Tier Owner”) or any Person
      owning or holding any shares, membership, partnership or equity interest of
      any
      Second Tier Owner may Assign any shares, membership, partnership or equity
      interest in an Investor Limited Partner or Second Tier Owner nor shall a
      nInvestor Limited Partner or Second Tier Owner issue additional shares,
      membership, partnership or equity interests or otherwise modify its capital
      structure without the prior written consent of the General Partner, which
      consent is solely within the discretion of the General Partner and which the
      General Partner is under no obligation to give.

     

    Section
      10. Involuntary
      Transfers.

     

    (a) Notice.
      In the
      event any Interest held by an Investor Limited Partner or any shares of stock
      or
      membership, partnership or other equity interest of an Investor Limited Partner
      or any of its stockholders, members, partners or owners, is the subject of
      an
      involuntary transfer, whether due to divorce, bankruptcy, assignment for benefit
      of creditors, judicial order, legal process, execution, attachment, enforcement
      of a pledge or other encumbrance or otherwise, or the subject of a charging
      order or charging lien (collectively, an “Involuntary Transfer”), the Interest
      held by an Investor Limited Partner (hereinafter referred to as the “Affected
      Interest”) may be purchased by Shells pursuant to the provisions of this Section
      10, and the Investor Limited Partner shall notify the Partnership and Shells
      in
      writing within three (3) days of the Interest becoming an Affected Interest.
      

     

    (b) Purchase
      of Affected Interest.

     

    (i) Option.
      Within
      thirty (30) days after the General Partner and Shells have received actual
      notice of the proposed Involuntary Transfer, Shells shall have the option,
      but
      not the duty, to purchase all but not less than all of the Affected Interest.
      Shells shall not be obligated to redeem all of the Interest under this Section
      10.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    (ii) Notice
      of Exercise.
      The
      notice of exercise of option under this Section 10 shall specify a date for
      the
      closing of the purchase of the Affected Interest (hereinafter referred to as
      the
“Closing”). The Closing shall be held at the principal office of Shells. The
      Closing shall occur on a date not less than thirty (30) days nor more than
      ninety (90) days after the expiration of the time within which Shells may
      exercise its option to purchase, unless the Investor Limited Partner and Shells
      otherwise mutually agree. Once Shells has elected to purchase the Affected
      Interest pursuant to the provisions of this Section 10, the acceptance of the
      option to purchase shall be binding. 

     

    (c) Purchase
      Price and Payment.
      If
      Shells elects to purchase all of the Affected Interest, the price for the
      Affected Interest shall be payable in immediately available funds and shall
      be
      the lesser of: 

     

    (i) the
      fair
      market value of the Affected Interest as determined by an appraiser mutually
      agreeable to the Investor Limited Partner and Shells; or 

     

    (ii) The
      total
      amount due to the creditor of the Limited Partner who was to be the recipient
      of
      the Affected Interest.

     

    Notwithstanding
      the foregoing, if the Involuntary Transfer triggering the purchase rights under
      this Section 10 is divorce or legal separation, then the purchase price shall
      be
      the price for the Interest established by Section 10(c)(i) above. 

     

    Section
      11. Intentionally Left Blank.

    


    Section
      12. Dissolution, Liquidation and Termination of the
      Partnership.

    


    (a) Dissolution
      of the Partnership.
      The
      Partnership shall automatically dissolve upon the first to occur of any of
      the
      following events:

    


    (i) The
      withdrawal, as defined in the Act, of a General Partner, unless:

    


    (A) the
      remaining General Partner(s), if any, elect in writing within ninety (90) days
      after such event to reconstitute the Partnership, to continue as the General
      Partner(s) and to continue the Partnership and its business as provided
      hereinafter; or

     

    (B) if
      there
      is no remaining General Partner, within ninety (90) days after such event,
      all
      of the Limited Partners agree in writing to reconstitute the Partnership and
      to
      elect a substitute General Partner, as of the date of the withdrawal of the
      General Partner or Partners, to continue the business of the Partnership, and
      such substitute General Partner agrees in writing to accept such election as
      provided hereinafter.

    


    (ii) The
      sale
      or other disposition, not including an exchange, of all or substantially all
      of
      the assets of the Partnership (except under circumstances where all or a portion
      of the purchase price is payable after the closing of the sale or other
      disposition);

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    


    (A) The
      expiration of the term of the Partnership as set forth herein; or

    


    (B) The
      execution by those Partners owning at least a majority of the Interests of
      the
      Partnership of an instrument dissolving the Partnership.

    


    (b) Continuation
      of the Partnership.

    


    (i) Notwithstanding
      anything contained herein to the contrary, (A) the dissolution and commencement
      of winding up of a General Partner that itself is a separate partnership, or
      (B)
      in the case of a General Partner that is an entity, the filing of a certificate
      or articles of dissolution or its equivalent or the revocation and
      nonreinstatement of its character, shall not constitute the “withdrawal” of any
      such General Partner for purposes of the Act and shall not consequently cause
      the dissolution of the Partnership. In any such event, however, the Interest
      in
      the Partnership of any General Partner with respect to which any such event
      has
      occurred shall, upon election of a majority vote in Interest of the Limited
      Partners, be converted to that of a Limited Partner, and such Partner shall
      have
      none of the powers of a General Partner under this Agreement or applicable
      law,
      and shall have only the rights and powers of a Limited Partner in the
      Partnership with the same rights of a Limited Partner to share in any
      Partnership profits, losses, gains and distributions in accordance with its
      Interest.

    


    (ii) Upon
      the
      occurrence of the Partnership having no General Partners, all of the Limited
      Partners may, within ninety (90) days after the occurrence of such event,
      continue the Partnership and the Partnership shall continue as a limited
      partnership pursuant to this Agreement; provided,
      however,
      that
      all of the Limited Partners then shall elect a substitute General Partner who
      agrees to act as General Partner and continue the Partnership. If a substitute
      General Partner is so selected and accepts, such substitute General Partner
      shall acquire an Interest in the Partnership which will entitle the substitute
      General Partner to hold in the aggregate at least a one percent (1%) Interest,
      which one percent (1%) Interest shall be transferred by and come from the
      Interest of the former General Partner without compensation to the former
      General Partner for same. Subject to other written agreements and exceptions
      agreed to by the Limited Partners, the substitute General Partner shall assume
      from and after the date of substitution and upon becoming a party to this
      Agreement, all the rights, powers and obligations of the General Partner under
      this Agreement. In the event a substitute General Partner cannot be appointed
      and admitted within a reasonable time after the special meeting called pursuant
      to this Section, and there is no General Partner remaining, the Partnership
      shall be dissolved and liquidated as provided herein.

    


    (iii) Upon
      the
      occurrence of the expiration of the term of the Partnership, all of the Partners
      may within thirty (30) days after the occurrence of such event, elect to
      continue the Partnership. Upon such election, this Agreement shall be amended
      to
      reflect the new expiration date of the term of the Partnership as selected
      by a
      majority vote in Interest of the Partners and an amended Certificate of Limited
      Partnership shall be filed by the General Partner to reflect same.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    


    (c) Substitute
      General Partner.
      In the
      event a General Partner’s Interest is converted to that of a Limited Partner, a
      majority vote in Interest of the Limited Partners may agree to admit a
      substitute General Partner to the Partnership.

    


    (d) Death,
      Etc. of a Limited Partner.
      The
      death, disability, dissolution, or adjudication as bankrupt of a Limited Partner
      shall not dissolve the Partnership.

    


    (e) Provisions
      Cumulative; Waiver.
      All
      provisions of this Agreement relative to the dissolution, liquidation and
      termination of the Partnership shall be cumulative, that is, the exercise or
      use
      of one of the provision hereof shall not preclude the exercise or use of any
      other provision hereof. Each Partner expressly waives any right that it might
      otherwise have to dissolve the Partnership except as set forth in this Section
      12. Nothing contained in this Section 12 is intended to grant any Partner the
      right to dissolve the Partnership at will (by retirement, dissolution,
      resignation, withdrawal or otherwise), or to exonerate any Partner from
      liability to the Partnership and the remaining Partners if such Partner acts
      in
      contravention hereof.

    


    (f) Liquidation.

    


    (i) Upon
      dissolution of the Partnership, its liabilities shall be paid in the order
      provided herein. The General Partner shall cause the Partnership’s property to
      be sold in such manner as to obtain the best prices for such property, and
      shall
      cause the cancellation of the Partnership’s Certificate of Limited Partnership.
      Pending such sales, the General Partner shall have the right to continue to
      operate and otherwise to deal with the Partnership property. In the event there
      is no General Partner remaining, the other Partners by majority vote in Interest
      shall elect, in accordance with the provisions hereof, a Person to perform
      the
      functions of the General Partner in liquidating the assets of the Partnership
      and winding up its affairs. Gain or loss realized on the sale(s) or other
      disposition(s) of the Partnership’s assets will be credited to (in the case of
      gain) or charged against (in the case of loss) each Partner’s Capital Account to
      the extent allocable to it hereunder.

    


    (ii) In
      settling accounts after dissolution, the assets of the Partnership shall be
      paid
      out in the following priority order after the allocation of the Partnership
      Profits and Losses pursuant to Section 4:

    


    (A) to
      creditors of the Partnership in repayment of indebtedness owed in order of
      priority as provided by law; provided,
      however,
      that
      any obligations owing under the Management Agreement shall have priority over
      any Shells Loan or Partner Loan and that any Shells Loan shall have priority
      over any Partner Loan;

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    


    (B) to
      reserves as specified by the General Partner; provided,
      however,
      that at
      the expiration of such period of time as a majority vote in Interest of the
      Partners determines, the balance of such reserves remaining after the payment
      of
      such contingencies shall be distributed in the manner hereinafter set forth
      in
      this Section;

    


    (C) to
      the
      Investor Limited Partners pro rata equal to their respective Preferred Returns
      accrued but unpaid from the most recently completed or any prior Fiscal Years;
      and

    


    (D) 
      thereafter, to the Partners proportionately in accordance with their positive
      Capital Accounts.

    


    (g) Termination
      of Partnership.

    


    (i) Upon
      dissolution and liquidation of the Partnership, the Partnership shall be
      terminated as rapidly as business circumstances will permit. 

    


    (ii) After
      payment of all expenses of liquidation and of all debts and liabilities of
      the
      Partnership in such order or priority as provided herein, and all resulting
      items of Partnership income, gain, loss or deduction are credited or debited
      to
      the Capital Accounts of the Partners the Partnership shall be terminated
      formally for state and federal purposes.

    


    (h) Final
      Accounting.
      Each of
      the Partners shall be furnished an audited statement setting forth the assets
      and liabilities of the Partnership as of the date of the winding-up of the
      Partnership’s affairs. Upon compliance by the winding-up General Partner or the
      dissolution trustee, as the case may be, the Partners shall cease to be partners
      and the General Partner or trustee shall execute and cause to be filed a
      certificate of cancellation of the Certificate of Limited Partnership of the
      Partnership and any and all other documents necessary with respect to such
      termination and cancellation.

    


    Section
      13. Powers and Compliance.

    


    (a) Powers.
      The
      Partnership shall be empowered to do any and all acts and things necessary,
      appropriate, incidental to, or convenient for, the furtherance and
      accomplishment of the purposes stated in Section 1(d) hereof, including, but
      not
      limited to, the following:

    


    (i) to
      enter
      into the Management Agreement and perform its obligations thereunder;


    


    (ii) to
      develop, convey, buy, own, improve, rent, lease, sell, operate and generally
      deal in all kinds of property (personal and real) in any manner or way
      whatsoever;

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    


    (iii) to
      borrow
      money and issue evidences of indebtedness and to secure the same by mortgage,
      pledge or other lien or security interest in furtherance of the business and
      all
      purposes of the Partnership;

    


    (iv) to
      carry
      on any other activities and enter into, perform and carry out contracts of
      any
      kind necessary to, in connection with, or incidental to the accomplishment
      of
      the purposes of the Partnership, specifically including, but not limited to,
      the
      execution and delivery of leases, mortgage documents, other real property
      instruments, the execution of contracts with brokers, contractors, engineers,
      and architects, and other related documents;

    


    (v) to
      repay
      in whole or in part, refinance, recast, increase, modify or extend any mortgages
      affecting the assets of the Partnership, and in connection therewith to execute
      any extensions, renewals or modifications of such mortgages;

    


    (vi) to
      employ
      managers, agents and representatives for the purpose of accomplishing the
      business of the Partnership and to pay compensation therefor; and 

    


    (vii) to
      do any
      and all other acts and things that may be necessary, incidental to, or
      convenient to, the conduct and continuance of the Partnership business as
      contemplated under this Agreement.

    


    (b) Certificate
      of Limited Partnership.
      The
      General Partner may file this Limited Partnership Agreement and Certificate
      of
      Limited Partnership as the Certificate of Limited Partnership of the Partnership
      with the Office of the Secretary of State of the State of Florida, or the
      General Partner may at its sole option file a separate Certificate of Limited
      Partnership disclosing only the information about this Limited Partnership
      which
      is required to be disclosed by the Act. The General Partner shall also file
      as
      appropriate the Affidavit of Capital Contributions certifying the Capital
      Contributions of the Limited Partners.

    


    (c) Compliance
      with Law.
      The
      General Partner shall from time to time execute or cause to be executed all
      such
      certificates and other documents and do or cause to be done all such filings,
      recordings, publications and other acts necessary (or, in the judgment of the
      General Partner, appropriate) to comply with the applicable laws of any
      jurisdiction in which the Partnership shall conduct its business.

    


    (d) Registered
      Agent.
      The
      registered agent for service of process on the Partnership is Fowler White
      Boggs
      Banker P.A., c/o David M. Doney, whose address is 501 East Kennedy Boulevard,
      Suite 1700, Tampa, Florida 33602. The registered agent for service of process
      may be changed at any time by act of the General Partner.

    


    Section
      14. Proposal and Adoption of Amendments.

    


    (a) Any
      amendment to this Agreement may be proposed by any Partner.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    


    (b) Any
      Amendment to this Agreement shall be adopted only if the General Partner has
      approved the Amendment and such amendment is set forth in a writing signed
      by
      all of the Partners; provided,
      however,
      this
      Agreement may be amended by the General Partner, after written notice to, but
      without the consent of, any of the Limited Partners: (a) to add to the
      representations, duties or obligations of the General Partner or surrender
      any
      right or power granted to the General Partner herein, for the benefit of the
      Limited Partners; (b) to cure any ambiguity, to correct or supplement any
      provision hereof which may be inconsistent with any other provisions hereof,
      or
      to make any other provision with respect to matters or questions arising under
      this Agreement not inconsistent with the intent of this Agreement; or (c) to
      change any provision of this Agreement required to be so changed by the staff
      of
      the Securities and Exchange Commission or other federal agency or by the state
      “Blue Sky” commissioner or similar official, which change is deemed by such
      commissioner, agency or official to be for the benefit or protection of the
      Limited Partners, provided that no amendment shall be adopted pursuant to this
      Section 14(b) unless the adoption thereof is not adverse to the interest of
      the
      Limited Partners.

    


    (c) The
      General Partner, without the necessity of signatures of other Partners, except
      as required hereunder, shall, as soon as possible after the adoption and
      execution of any amendment to this Agreement, make any filings or publications
      required or desirable to reflect such amendment, including any required filing
      or recordation of any certificate of limited partnership or other instrument
      or
      similar document.

    


    Section
      15. Meetings, Consents and Voting.

    


    (a) Meetings.
      The
      General Partner may call a meeting of the Partners at the principal place of
      business of the Partnership in Florida or at such other location as the General
      Partner shall deem appropriate.

    


    (b) Consents
      and Acts.
      Any
      consent or act of a Partner required by this Agreement may be given as
      follows:

    


    (i) by
      a
      written consent, given by the Partner, to the act or thing or
      consent.

    


    (ii) by
      the
      affirmative vote by the Partner to the doing of the act or thing for which
      the
      consent is solicited at any meeting of the Partners.

    


    (c) Voting.
      

    


    (i) Each
      Partner shall be entitled to one vote per percentage point of Interest
      (proportioned for fractions of a percent). Except as specifically otherwise
      provided for in this Agreement, decisions of the Partners or Limited Partners,
      as the context requires, shall be accomplished by a vote of a majority of the
      Interests of the Partners or the Limited Partners, as the context requires
      (a
“majority vote in Interest”). Any vote of a Partner may be cast by another
      Partner or Person pursuant to a written proxy in favor of such other Partner
      or
      Person. 

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    


    (ii) The
      Limited Partners shall have no right to remove the General Partner.

    


    Section
      16. Notice; Notification.

    


    (a) Manner
      of Notice and Change of Address.
      Any
      Notice required or desired to be made in connection with this Agreement shall
      be
      made in conformance with the definition of same contained herein. Any Partner
      may, by Notice to the other Partners, specify any other address for the receipt
      of notices, notifications, requests, consents, approvals, waivers or other
      communications in connection with this Agreement.

    


    (b) Notification
      to the Partnership or the General Partner.
      Any
      Notice to the Partnership or the General Partner shall be sent to the principal
      office of the Partnership, as set forth in this Agreement, or as same may be
      changed by Notice of the General Partner.

    


    Section
      17. Books and Records; Accounting; Tax Elections; Etc.

    


    (a) Capital
      Transfers.

    


    (i) Except
      for any Negative Capital Account or other adverse tax status of a Partner,
      which
      shall always remain with the transferring Partner in a partner-to-partner
      transfer until the Interest of the transferring Partner no longer exists, if
      any
      Interest or part thereof is transferred in accordance with the terms of this
      Agreement, then the transferee shall succeed to the Capital Account of the
      transferor to the extent it relates to the transferred Interest.

    


    (ii) In
      the
      event any assets of the Partnership are distributed in-kind, the Capital
      Accounts of the Partners shall be adjusted prior to any such distribution to
      reflect how any resulting Profit and Loss, based on the Book Value of such
      asset
      at the time of distribution, would have been allocated.

    


    (b) Tax
      Information and Elections.
      The
      General Partner shall use its best efforts to furnish to the Partners within
      ninety (90) days of the end of each Fiscal Year all information necessary to
      permit the Partners to prepare all federal, state and local tax returns they
      are
      required to file for the Fiscal Year. The Partnership shall elect to use such
      methods of depreciation as the General Partner determines. In the event of
      a
      transfer of all or part of the Interest of any Partner in the Partnership,
      the
      Partnership may elect pursuant to Section 754 of the Code to adjust the basis
      of
      the assets of the Partnership upon written request of the transferee, unless
      such election will have a materially unfavorable effect upon the Partners other
      than the transferee Partner.

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

    


    (c) Code
      Section 754 Election.
      In the
      event of a distribution of property made in the manner provided in Section
      734
      of the Code, or in the event of a transfer of any Interest permitted by this
      Agreement made in the manner provided in Section 743 of the Code, the Partners,
      by majority vote in Interest, may elect to file an election under Section 754
      of
      the Code in accordance with the procedures set forth in the applicable
      regulations promulgated thereunder.

    


    (d) Tax
      Returns and Audit.
      The tax
      returns of the Partnership shall be prepared by, and any Partnership audits
      by,
      the accounting firm selected by the General Partner.

    


    (e) Allocation
      in Event of Transfer.
      Each
      item of income, gain, loss, deduction or credit allocable to a Partner’s
      Interest that is transferred in whole or in part during any Fiscal Year shall,
      if permitted by law, be allocated according to the varying ownership Interests
      of the Partners during the Fiscal Year. In applying this rule, the General
      Partner shall choose one of the following two methods:

    


    (i) prorate
      the Limited Partnership items over the Limited Partnership’s Fiscal Year by
      assigning the appropriate portion of each such item to each day in the period
      to
      which it is attributable; or

    


    (ii) elect
      to
      utilize the precise method of an interim closing of the Limited Partnership’s
      books. If the General Partner chooses the latter method, then any period subject
      to this method shall be treated as a Fiscal Year for purposes
      hereof.

    


    (f) Tax
      Matters Partner.
      The
      General Partner shall be the “Tax Matters Partner” for purposes of the Tax
      Treatment of Partnership Items Act of 1982, and shall have the authority to
      exercise all functions provided for in said Act, or in regulations promulgated
      thereunder by Treasury, including, but not limited to, the extent permitted
      by
      such regulations, the authority to delegate the function of Tax Matters Partner
      to any other person. The General Partner shall be reimbursed for all reasonable
      expenses incurred as a result of its duties as Tax Matters Partner. If the
      General Partner resigns as Tax Matters Partner or its entire general partnership
      interest is disposed of or terminated or changed to a limited partnership
      interest, then a majority vote in Interest of the Partners other than the
      General Partner shall designate another General Partner who shall become the
      Tax
      Matters Partner.

    


    (g) Tax
      Basis.
      An
      individual tax basis record shall be maintained for each Partner. The tax basis
      record of each Partner shall be established and shall be adjusted as of the
      close of each Fiscal Year of the Partnership (or, when appropriate, as of the
      close of the Fiscal Year of the Partnership for such Partner) in accordance
      with
      United States federal income tax law and procedure as the same may exist from
      time to time.

    


    (h) Compliance
      with Code Section 704(b).
      The
      manner in which Capital Accounts are to be maintained pursuant to Section 2
      is
      intended to comply with the requirements of Section 704(b) of the Code, as
      amended, and the Treasury Regulations promulgated thereunder (or corresponding
      sections of later statutes and regulations).

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

    


    (i) Additional
      Partners.
      In the
      event additional Partners are admitted to the Partnership pursuant to the
      provisions hereof on different dates during any Fiscal Year, the Profits (or
      Losses) allocated to the Partners for each such Fiscal Year shall be allocated
      among the Partners in proportion to the Interest each holds from time to time
      during such Fiscal Year in accordance with Section 706 of the Code, using any
      convention permitted by law and selected by the General Partner. 

    


    (j) Allocation
      Timing.
      For
      purposes of determining the Profits, Losses or any other items allocable to
      any
      period, Profits, Losses, and any such other items shall be determined on a
      daily, monthly, or other basis, as determined by the General Partner using
      any
      permissible method under Section 706 of the Code and the Treasury Regulations
      thereunder.

    


    (k) Accounting.

    


    (i) The
      Fiscal Year and taxable year of the Partnership shall be the fifty-two (52)
      or
      fifty-three (53) week period ending on the Sunday nearest to December
      31.

    


    (ii) The
      books
      of account of the Partnership shall be kept and maintained at all times at
      the
      principal place of business of the Partnership or at another place or places
      approved by the General Partner. The books of account shall be maintained
      according to generally accepted accounting principles, consistently applied,
      and
      shall show all items of income and expense.

    


    Section
      18. Indemnities.

    


    (a) The
      General Partner and its affiliates or agents, employees, directors or officers
      shall not be liable, responsible or accountable in damages or otherwise to
      the
      Partnership or any of the Partners for any act or omission performed or omitted
      in good faith on behalf of the Partnership and in a manner reasonably believed
      by it or them to be within the scope of the authority granted to a General
      Partner by this Agreement and in the best interests of the Partnership,
      including, but not limited to, errors of judgment, except for bad faith or
      willful misconduct. For purpose of this provision, any action or omission taken
      on advice of counsel for the Partnership shall be deemed as having been taken
      in
      good faith; provided,
      however,
      that
      the absence of such advice shall not be deemed to constitute evidence of other
      than good faith.

    


    (b) The
      Limited Partners and their affiliates or agents, employees, directors or
      officers shall not be liable, responsible or accountable in damages or otherwise
      to the Partnership or any of the Partners for any act or omission performed
      or
      omitted in good faith on behalf of the Partnership and in a manner reasonably
      believed by it or them to be in the best interests of the Partnership,
      including, but not limited to, errors of judgment. For purposes of this
      provision, any action or omission taken on advice of counsel shall be deemed
      in
      the best interest of the Partnership.

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    


    (c) The
      Partnership, or its receiver, custodian or trustee, shall (from the assets
      of
      the Partnership, no Limited Partner being obligated to contribute to the
      Partnership for such purpose) indemnify, save harmless and pay all judgments
      and
      claims against any Partner, or its affiliates or agents, employees, directors
      or
      officers, from and with respect to any liability or damage (including all
      liabilities under federal and state securities laws) incurred by reason of
      any
      action, inaction or decision performed or made in connection with the business
      of the Partnership, including, but not limited to, errors of judgment, provided
      that such actions, inactions or decisions were reasonably believed by the
      Partner, or its affiliates or agents, employees, directors or officers, to
      be in
      the best interests of the Partnership and, provided
      further
      that,
      with regard to General Partner, such actions, inactions, or decisions were
      reasonably believed by the General Partner, or its affiliates or agents,
      employees, director or officers, to be within the scope of its or their
      authority under this Agreement. This indemnification shall include the payment
      of all attorneys’ fees and other expenses incurred by the Partner, or its
      affiliates or agents, employees, directors and officers, in connection with
      the
      defense of any such claim made against it or them, including, without
      limitation, any claim asserted by any Limited Partner individually, as a class
      action or as a Partnership derivative action.

    


    Section
      19. Miscellaneous Provisions.

    


    (a) Investment
      Representation.
      Each
      Investor Limited Partner represents and warrants to the Partnership, the General
      Partner and Shells that such Investor Limited Partner (a) is an “accredited
      investor” as defined in the Term Sheet, and
      is
      financially capable of bearing the risk of an investment in the Partnership;
      (b)
      is not acquiring its Interest in the Partnership with a view to resale thereof;
      (c) is familiar with and understands the restrictions on resales as set forth
      in
      this Agreement and under applicable securities law and regulations; (d)
      understands that there are restrictions on its ability to transfer its Interest
      in the Partnership and that it will have to bear the economic risk of its
      investment for an indefinite period of time; and (e) has carefully reviewed
      the
      Term Sheet and has had the opportunity to obtain and examine all information
      and
      documentation required to evaluate the merits and risks of an investment in
      the
      partnership.

    


    (b) Binding
      Provisions.
      The
      covenants and agreements contained herein shall be binding upon and shall inure
      to the benefit of the heirs, personal representatives, permitted successors
      and
      permitted assigns of the respective parties hereto.

    


    (c) Applicable
      Law and Venue.
      This
      Agreement shall be construed in accordance with and governed by the laws of
      the
      State of Florida, without regard to principles of conflicts of law that would
      result in the application of laws of another jurisdiction. Any action or
      proceeding seeking to enforce any provision of, or based on any right arising
      out of, this Agreement shall be brought against either of the parties
      exclusively in the courts of the State of Florida, County of Hillsborough,
      or if
      it has or can acquire jurisdiction, in the United States District Court for
      the
      Middle District of Florida, Tampa Division, and each of the parties consents
      to
      the jurisdiction of such courts (and of the appropriate appellate courts) in
      any
      such action or proceeding and waives any objection to venue laid
      therein.

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

    


    (d) Separability
      of Provisions.
      If any
      provision or provisions hereof are determined to be invalid and contrary to
      any
      existing or future law, such invalidity shall not impair the operation of,
      or
      affect those portions of, this Agreement that are valid.

     

    (e) Entire
      Agreement.
      This
      Agreement constitutes the entire agreement among the parties. This Agreement
      supersedes any prior agreement or understanding among the parties and may not
      be
      modified or amended in any manner other than as set forth herein.

    


    (f) Section
      Titles; Construction.
      Section
      titles are for convenience of reference only and shall not control or alter
      the
      meaning of this Agreement as set forth in the text. Unless otherwise indicated,
      all references to “Section” or “Sections” refer to the corresponding Section or
      Sections of this Agreement. Any reference to any federal, state, local, or
      foreign statute or law shall be deemed also to refer to all rules and
      regulations promulgated thereunder, unless the context requires otherwise.
      The
      word “including” shall mean including, without limitation. All words use in this
      Agreement will be construed to be of such gender or number as the circumstances
      require. 

    


    (g) Waiver
      of Appraisal.
      If any
      individual Partner, if any, shall die, any inventory and appraisement of the
      property of the Partnership right provided for under Florida law, or any similar
      provision of law which may be enacted in substitution therefor, is hereby waived
      by all Partners and the Interest of such Partner in the Partnership shall be
      settled and disposed of as provided in this Agreement.

    


    (h) Further
      Action.
      Each
      Partner shall execute and deliver all documents, provide all information and
      take or forebear from all such action as may be necessary or appropriate to
      achieve the purposes of this Agreement.

    


    (i) Trial
      By Jury Waiver.
      The
      Partners waive trial by jury to the extent permitted by law.

    


    (j) Legal
      Representation.
      The
      General Partner shall select an attorney or attorneys to represent the
      Partnership. Individual attorneys for each Partner are not prohibited from
      representing, and are entitled to represent, the Partnership and each Partner,
      from time to time, subject to itemization of all charges and strict allocation
      of those legal services provided to the Partnership and those legal services
      provided to a Partner. Itemized billings shall be available for review by any
      Partner.

    


    (k) Tax
      Consequences.
      The
      Partners are aware of the income tax consequences of the tax allocations made
      under this Agreement and hereby agree to be bound by the provisions of this
      Agreement in reporting their share of the Partnership’s Profit and Losses for
      federal income tax purposes. Each Partner acknowledges that the tax consequences
      to it of investing in the Partnership will depend on its particular
      circumstances, and neither the Partnership, the General Partner, the Limited
      Partners, nor the partners, shareholders, members, agents, officers, directors,
      employees, affiliates, or consultants of any of them will be responsible or
      liable for the tax consequences to him of an investment in the Partnership.
      Each
      Partner will look solely to, and rely upon, its own advisers with respect to
      the
      tax consequences of an investment in the Partnership.

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

    


    (l) Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original but all of which together will constitute one and the same
      instrument.

    


    (m) Enforcement
      by Creditors.
      None of
      the provisions of this Agreement or the Certificate of Limited Partnership
      shall
      be for the benefit or enforceable by any creditors of the Company.

    


    Section
      20. Defined Terms.
      The
      defined terms used in this Agreement shall, unless the context otherwise
      requires, have the meanings specified in this Section. The singular shall
      include the plural and the masculine gender shall include the feminine and
      neuter and vice versa, as the context requires.

    


    (a) “Act”
means
      the Florida Revised Uniform Limited Partnership Act, as amended.

    


    (b) “Adjusted
      Capital Contributions”
of
      a
      Partner as of any date means the amount of such Partner’s Capital Contributions
      pursuant to Section 2 and, if applicable, Section 3, reduced by the aggregate
      amount of cash and the fair market value of any assets previously distributed
      to
      such Partner pursuant to Sections 5(a)(iii) and (b) and Section
      12(f)(ii)(D).

    


    (c) “affiliate”
shall
      mean with respect to any Person, any other Person controlling, controlled by
      or
      under common control with such Person.

    


    (d) “Assign”
means
      to sell, transfer, assign, pledge, hypothecate, mortgage or otherwise dispose
      of, whether voluntarily or by operation of law. “Assignor,” “Assignee” and
“Assignment” have meanings corresponding to the foregoing.

     

    (e) “Book
      Value”
means,
      with respect to any asset of the Partnership, the adjusted basis of the asset
      for Federal income tax purposes, except as follows:

    


    (i) The
      initial Book Value of any asset contributed by a Partner to the Partnership
      shall be the gross fair market value of such asset, as determined by the
      contributing Partner and the Partnership;

    


    (ii) The
      Book
      Values of all Partnership assets may be adjusted to equal their respective
      gross
      fair market values, as determined by accountants, appraisers or valuation
      consultants designated by the General Partner in accordance with Sections 704
      and 7701(g) of the Code as of the following times:

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

    


    (A) acquisition
      of an additional interest in the Partnership by any new or existing Partner
      in
      exchange for more than a de minimus capital contribution if, at the time of
      such
      acquisition, the Partnership assets have appreciated by more than a de minimus
      amount since acquisition of such Partnership assets;

    


    (B) the
      liquidation of a Partner’s Interest in the Partnership, other than on
      dissolution of the Partnership, in exchange for more than a de minimus
      distribution of money by the partnership if, at the time of distribution, the
      Partnership assets have appreciated by more than a de minimus
      amount;

    


    (C) distribution,
      other than on dissolution of the Partnership, by the Partnership to a Partner
      of
      more than a de minimus amount of Partnership assets other than money, if the
      General Partner reasonably determine that such adjustment is necessary or
      appropriate to reflect the relative economic interests of the Partners;
      or

    


    (D) the
      termination of the Partnership for Federal income tax purposes pursuant to
      Section 708(b)(1) of the Code, constituting a liquidation of the Partnership
      within the meaning of Treasury Regulation Section
      1.704-1(b)(2)(ii)(g).

    


    (iii) The
      Book
      Value of any Partnership asset distributed to any Partner shall be the gross
      fair market value, determined as described above, of such asset on the date
      of
      distribution; and

    


    (iv) If
      the
      Book Value of an asset has been determined or adjusted pursuant to the sections
      above, such Book Value may thereafter be adjusted by the Depreciation taken
      into
      account with respect to such asset for purposes of computing Profits and
      Losses.

     

    (f) “Capital
      Account,”
as
      to
      any Partner, means such partner’s capital account as provided in Section 2
      hereof.

    


    (g) “Capital
      Contribution,”
as
      to
      any Partner, means such partner’s contribution to capital as provided in
      Sections 2 and 3 hereof.

    


    (h) “Certificate
      of Limited Partnership”
means
      the Certificate of Limited Partnership as originally filed with the Secretary
      of
      State of the State of Florida and as amended from time to time.

    


    (i) “Code”
means
      the United States Internal Revenue Code of 1986, as amended (or any
      corresponding provision of succeeding law).

    


    (j) “Fiscal
      Year”
means,
      with respect to the Partnership the fifty-two (52) or fifty-three (53) week
      period ending on the Sunday nearest to December 31.

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    


    (k) “General
      Partner”
means
      Shells Holdings, LLC, a Florida limited liability company, or any substitute
      General Partner.

    


    (l) “Interest”
means
      the entire ownership interest of a Partner at any particular time, including
      the
      rights and obligations of such Partner under this Agreement and the Act,
      expressed as a percentage as set forth on Exhibit
      A
      opposite
      each Partner’s name. “Interests”
means
      the sum of each Partner’s Interest in the Partnership. Exhibit
      A
      shall be
      amended and restated by the General Partner if the Partners’ Interests are
      adjusted as provided in Section 3(a).

    


    (m) “Limited
      Partner”
means
      Shells and any Investor Limited Partner and any Person who is a Limited Partner
      at the time of reference thereto, in such Person’s capacity as a Limited Partner
      in the Partnership.

    


    (n) “majority
      vote in Interest”
has
      the
      meaning set forth in Section 15(c).

    


    (o) “Negative
      Capital Account”
means,
      as to a Partner at a point in time, the amount, if any, by which (a) the sum
      of
      the aggregate Losses, and distributions allocated to such Partner prior to
      such
      point in time exceeds (b) the sum of the aggregate Capital Contributions of
      such
      Partner, the aggregate Profits and gains allocated prior to such point in time
      to such Partner.

    


    (p) “Net
      Cash Flow”
means
      the excess of cash revenues of the Partnership over cash payments by the
      Partnership made in the ordinary course of business, including, but not limited
      to cash receipts and payments generated by the operations of the business of
      the
      Partnership, but determined as follows:

    


    (i) depreciation,
      amortization and pre-opening expense shall not be considered as a
      deduction;

    


    (ii) principal
      debt reduction of any liability shall be considered as a deduction;

    


    (iii) amounts
      paid for capital expenditures shall be considered as a deduction, unless paid
      for by funds provided from insurance or unless provided for by a Capital
      Contribution;

    


    (iv) any
      amount of compensation, fringe benefit who is acting in a capacity other than
      as
      a Partner, pursuant to an employment or other agreement with the Partnership
      shall be treated as an expense of the Partnership in determining Net Cash Flow;
      and

    


    (v) any
      amounts set aside by the General Partner for the restoration or creation of
      reserves, in amounts determined by the General Partner in its sole and absolute
      discretion, to provide for working capital, improvements, payment of
      indebtedness, taxes, expenses, purchases or contingent liabilities, shall be
      excluded.

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

    


    (q) “Notice”
means
      a
      writing, containing the information required by this Agreement or otherwise
      desired to be communicated to any Person in connection with this Partnership,
      sent by courier, telecopier, hand delivery or registered or certified mail,
      return receipt requested, postage prepaid, to such Person at the address of
      such
      Person specified in Exhibit
      A
      hereto
      if such Person is a Partner or as changed by such Partner by Notice hereunder,
      and if such Person is not a Partner, then at the last known address for such
      Person; provided,
      however,
      that
      any communication containing the information sent to the Person and actually
      received by the Person shall constitute Notice for all purposes of this
      Agreement as of the date of receipt by the Person. Each such notice shall be
      deemed delivered:

    


    (i) on
      the
      date delivered to the said address if by hand delivery,

    


    (ii) on
      the
      date upon which it is transmitted by telecopier, if sent by telecopier, to
      the
      proper telephone fax number of the recipient, and

    


    (iii) on
      the
      date upon which the return receipt is signed or delivery is refused or the
      notice is designated by the postal authorities as not deliverable, as the case
      may be, if mailed by registered certified mail.

    


    (r) “Partner”
or
      “Partners”
mean
      each and every General Partner, Limited Partner, substitute General Partner,
      substitute Limited Partner, additional Limited Partner, and each Investor
      Limited Partner but shall exclude an Assignee not otherwise admitted to the
      Partnership as a partner.

    


    (s) “Partnership”
means
      the Limited Partnership formed hereby, as said Limited Partnership may from
      time
      to time be constituted.

    


    (t) “Person”
means
      any individual, partnership (other than this Partnership), limited liability
      company, corporation, trust or other entity.

    


    (u) “Preferred
      Return”
means
      a
      sum equal to ten percent (10%) per annum, determined on the basis of a year
      of
      365 or 366 days, as the case may be, for the actual number of days in the Fiscal
      Year for which the Preferred Return is being determined, cumulative but not
      compounded, of the average daily balance of one hundred percent (100%) of the
      aggregate Adjusted Capital Contributions of any Investor Limited Partner from
      time to time during the Fiscal Year to which the Preferred Return relates,
      calculated from the date that the Business is first open to the public as a
      “Shells Seafood restaurant.” 

    


    (v) “Profits”
or
      “Losses”
for
      any
      Fiscal Year or other period shall mean the taxable income or loss of the
      Partnership for such year as determined for Federal income tax purposes, in
      accordance with Section 703(a) of the Code (for this purpose, all items of
      income, gain, loss or deduction required to be separately stated pursuant to
      Section 703(a)(1) of the Code shall be included in taxable income or loss)
      with
      the following adjustments:

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

    


    (i) any
      income of the Partnership that is exempt from Federal income tax shall be added
      to such taxable income or loss;

    


    (ii) gain
      or
      loss resulting from any disposition of Partnership property with respect to
      which gain or loss is recognized for Federal income tax purposes shall be
      computed with reference to the Book Value of the property disposed
      of;

    


    (iii) in
      lieu
      of the depreciation, amortization and other cost recovery deduction taken into
      account in computing such taxable income or loss, Depreciation shall be taken
      into account for such Fiscal Year.

    


    (iv) any
      expenditure of the Partnership described in Code Section 705(a)(2)(B) or treated
      as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation
      Section 1.704-1(b)(2)(iv) and not otherwise taken into account in computing
      Profits and Losses shall be subtracted from such taxable income or
      loss;

    


    (v) in
      the
      event the Book Value of any Partnership asset is adjusted pursuant to the
      provisions hereof, the amount of such adjustment shall be taken into account
      as
      gain or loss from the disposition of such asset for purposes of computing
      Profits or Losses;

    


    (vi) notwithstanding
      the foregoing, any items which are specially allocated shall not be taken into
      account in computing Profits or Losses; and

    


    (vii) any
      amount of compensation, fringe benefit or return on Adjusted Capital
      Contributions paid to a Partner for any Fiscal Year pursuant to an employment
      or
      other agreement with the Partnership shall be treated as an expense of the
      Partnership in computing Profits or Losses for such Fiscal Year.

    


    (w) Intentionally
      left blank.

    


    (x) Intentionally
      left blank.

    


    (y) “Shells
      System”
means
      the unique system of restaurant development, theme and operation developed
      and
      owned by Shells which is, in part, characterized by (1) the maintenance of
      uniform high quality standards in connection with the preparation and sale
      of
      Shells-approved food and beverage products, (2) the uniform high standards
      of
      appearance of the individual restaurant units, (3) the use of distinctive
      trademarks, service marks, building designs and advertising signs representing
      a
      uniformly high quality of product and services, and (4) the undertaking by
      Shells and its affiliates of the obligation to maintain and enhance the goodwill
      and public acceptance of the system (and of Shells’ trade names, service marks,
      trademarks) by strict adherence to the high standards required by
      Shells.

    


    (z) “Term
      Sheet”
means
      the Term Sheet dated June 25, 2008 (including all exhibits and appendices
      thereto), relating to the offer and sale of the Interest that has been accrued
      by the Investor Limited Partners and which sets forth certain information
      regarding, among other things, the Partnership, the Business, the General
      Partner, and Shells.

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

    


    This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, and all of which shall constitute one and the same
      instrument.

    


    IN
      WITNESS WHEREOF, the General Partner and the Limited Partners have executed
      this
      Agreement effective as of the filing of the Certificate of Limited Partnership.
      

     

    
      	 	
              ROCK
                BEACH HOLDINGS, LLC,

              a
                Florida limited liability company

              


              By:
                /s/
                Warren R. Nelson

              Name:
                Warren
                R. Nelson

              Title:
                President

              


              “GENERAL
                PARTNER”

              


              


              SHELLS
                SEAFOOD RESTAURANTS, INC., 
a Delaware corporation

              


              By:
                /s/
                Warren R. Nelson

              Name:
                Warren
                R. Nelson

              Title:
                President
                and CFO

              


              “Shells”

              


              Philip
                R. Chapman

              By:
                /s/
                Philip R. Chapman

              Name:
                Philip
                R. Chapman

               

              “Investor
                Limited Partner”

              


              Barry
                Bernstein

              By:
                /s/
                Barry Bernstein

              Name:
                Barry
                Bernstein

               

              “Investor
                Limited Partner”

               

              “LIMITED
                PARTNERS”

            


    

     

    
      
         

      

      
        28

        
          

        

      

      
         

      

    


    EXHIBIT
      A

    


    


    GENERAL
      PARTNER:

    

      
        	
                Name
                  and Address

              	 	
                Capital
                  Contribution

              	 	
                Interest

              
	 	 	 	 	 
	
                Rock
                  Beach Holdings, LLC

              	 	
                $6,000

              	 	
                1%

              
	 	 	 	 	 
	
                16313
                  North Dale Mabry

              	 	 	 	 
	
                Highway

              	 	 	 	 
	
                Tampa,
                  Florida 33618

              	 	 	 	 


      

    

    


    LIMITED
      PARTNERS:

    

      
        	
                Name
                  and Address

              	 	
                Capital
                  Contribution

              	 	
                Interest

              
	 	 	 	 	 
	
                Shells
                  Seafood Restaurants, Inc.

              	 	
                $402,000

              	 	
                69%

              
	
                16313
                  North Dale Mabry

              	 	 	 	 
	
                Highway

              	 	 	 	 
	
                Tampa,
                  Florida 33618

              	 	 	 	 
	 	 	 	 	 
	
                Philip
                  R. Chapman

              	 	
                $87,500

              	 	
                15%

              
	
                175
                  E. 64th Street

              	 	 	 	 
	
                New
                  York, NY 10021

              	 	 	 	 
	 	 	 	 	 
	
                Barry
                  Bernstein

              	 	
                $87,500

              	 	
                15%

              
	
                86
                  California Place South

              	 	 	 	 
	
                Island
                  Park, NY 11558

              	 	 	 	 


      

       

      
        
           

        

        
          29