EXECUTION
        COPY

      AMENDED
        AND RESTATED

      EMPLOYMENT
        AGREEMENT

      


      Agreement,
        dated as of July 1, 2005 (the “Agreement”), by and between Shells Seafood
        Restaurants, Inc., a Delaware corporation with its principal office at 16313
        N.
        Dale Mabry Highway, Suite 100, Tampa, Florida 33618 (the "Company"), and
        Leslie
        J. Christon (the "Executive"), currently residing at 6211 Emmons Lane, Tampa,
        Florida 33647.

      


      WHEREAS,
        the parties desire to enter into this Agreement in order to assure the Company
        of the services of the Executive and to set forth the duties and compensation
        of
        the Executive, all upon the terms and conditions hereinafter set forth;
        and

      


      WHEREAS,
        the Executive and the Company are parties to an Employment Agreement dated
        July
        1, 2003, which agreement has been replaced and superseded in its entirety
        by
        this Agreement.

      


      NOW,
        THEREFORE, in consideration of the foregoing and of the mutual promises,
        representations and covenants contained herein, the parties hereto agree
        as
        follows:

      


      1. Duties.
        The
        Company shall employ the Executive, and the Executive shall serve as the
        Chief
        Executive Officer and President of the Company, during the Employment Term
        (as
        hereinafter defined). During the Employment Term, the Executive shall perform
        such duties and functions as the Company's Board of Directors shall from
        time to
        time determine and the Executive shall comply in the performance of her duties
        with the policies, and be subject to the direction, of the Board of Directors
        of
        the Company. Except as may be expressly otherwise consented to in writing
        by the
        Board of Directors, the Executive covenants and agrees to and shall devote
        her
        full working time, attention and efforts toward the performance of her duties
        and responsibilities hereunder. The Executive shall not, directly or indirectly,
        without the prior written consent of the Company's Board of Directors, as
        owner,
        partner, joint venturer, stockholder, employee, consultant, corporate officer
        or
        director, engage or become financially interested in any other duties or
        pursuits which interfere with the performance of her duties hereunder, or
        which
        even if non-interfering, may be inimical or contrary to the best interests
        of
        the Company. During the Employment Term, the Executive shall reside, on a
        full
        time basis, in either Hillsborough, Pinellas or Pasco County,
        Florida.

      


      2. Term;
        Severance.

      


      a. Term.
        The
        term of this Agreement and the term of employment (the "Employment Term")
        of the
        Executive shall commence as of July 1, 2005 and continue until June 30, 2007
        (the "Termination Date") unless sooner terminated in accordance with the
        terms
        hereof; provided, however, that the Termination Date (and, consequently,
        the
        Employment Term) shall be extended automatically for successive one year
        periods
        unless either party hereto gives the other such party written notice of its
        or
        her intention not to extend this Agreement, sixty (60) days prior to the
        Termination Date (or, if applicable, any anniversary of the Termination
        Date).

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      


      b. Severance.
        Except
        as provided in Section 5(b) hereof, in the event the Company terminates the
        Executive's employment for any reason other than cause (as defined in Section
        5
        hereof), the permanent disability (as defined in Section 6 hereof) of the
        Executive, or the death of the Executive, the parties agree that, provided
        Executive executes a general release of all claims against the Company, its
        officers, directors and affiliates, and abides by all restrictive covenants
        of
        this Agreement including, without limitation, the provisions relating to
        non-competition, non-solicitation and confidentiality, Executive shall be
        entitled to receive: (1) as severance pay the then effective base salary
        of the
        Executive, for a period commencing on any such date of termination and ending
        on
        the earlier of (i) the one-year anniversary of such date or (ii) the date
        upon
        which Executive commenced to be employed by another entity or person, in
        all
        such instances, payable in equal installments in accordance with the Company's
        normal salary payment policies, and (2) payment of the Executive’s and
        Executive’s eligible dependents’ COBRA continuation health coverage premiums for
        the one-year period following the date of termination or, if earlier, until
        the
        Executive and Executive’s dependents cease to be eligible for such coverage or
        until the Executive commences employment with another entity or person. Any
        amounts so paid to the Executive pursuant to the provisions of this Section
        2(b)
        shall be in lieu of any and all other payments due and owing to the Executive
        under the terms of this Agreement or otherwise. In the event that the Company
        terminates Executive's employment for "cause" (as defined in Section 5 hereof),
        or due to the "permanent disability" of the Executive ( as defined in Section
        6
        hereof) or the death of the Executive, or non-renewal of this Agreement,
        the
        Executive shall not be entitled to receive any further payment hereunder
        other
        than for accrued but unpaid compensation and except as may be specifically
        otherwise provided in this Section 2(b) or pursuant to any stock option granted
        to Executive by the Company.

      


      3. Compensation.

      


      a. Salary.
        In each
        of the two years of the Employment Term, the Executive shall receive a base
        salary at the rate of $300,000 per annum (“Base Salary”), subject to any
        increases approved by the Board of Directors or an appropriate committee
        thereof. The Executive's Base Salary shall be payable in installments in
        accordance with the Company's normal salary payment policies, and shall be
        subject to such payroll deductions as are required by law or applicable employee
        benefit programs.

      


      b. Bonus.
        Executive shall be eligible for a bonus of up to one hundred percent (100%)
        of
        her Base Salary on an annual basis, contingent upon the Executive achieving
        agreed upon milestones to be determined by the Company’s Board of Directors or
        an appropriate committee thereof. All Bonuses, if any, will be paid within
        fifteen (15) days of the date that the Company receives its annual audited
        financial statements from its independent certified public accountants for
        the
        then applicable year.

      


      
        
           

        

        
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      c. Expenses.
        In
        addition to the Base Salary provided for in Section 3(a) hereof, the Company
        shall reimburse the Executive, upon presentation by the Executive of suitable
        documented expense accounts, for any reasonable travel or other out-of-pocket
        business expenses incurred by the Executive in rendering the services hereunder
        on behalf of the Company and which are incurred pursuant to the Company's
        expense reimbursement policies. The Executive shall comply with restrictions
        and
        shall keep records in compliance with the Company's policy and procedures
        related to travel and entertainment expenses, and as may be otherwise required
        for tax or accounting purposes.

      


      d. Stock
        Option Awards.

      


      (i) As
        soon
        as practicable following the execution of this Agreement, the Company shall
        grant the Executive options to purchase an aggregate of 1,061,535 shares
        of the
        Company's common stock, $.01 par value per share (the "Common Stock"), at
        an
        exercise price per share equal to the fair market value of the Common Stock
        on
        the date of grant, of which (1) 100,000 will be granted pursuant to the
        Company’s 2002 Equity Incentive Plan (the “2002 Plan Option”), (2) 58,007 will
        be granted pursuant to the Company’s 1996 Employee Stock Option Plan
        (collectively with the 2002 Plan Option, the “Plan Options”) and (3) 903,528
        will be granted pursuant to the Stock Option Agreement annexed hereto as
        Exhibit
        A. Except as specifically provided otherwise herein, the Plan Options shall
        vest
        in two (2) substantially equal annual installments on each of July 1, 2007
        and
        July 1, 2008, provided that the Executive remains continuously employed by
        the
        Company through each applicable vesting date.

      


      (ii) Any
        shares of Common Stock purchased by Executive through the exercise of options
        granted pursuant to Section 3(d)(i) (all such purchased shares being referred
        to
        herein as the "Option Shares") shall be subject to the rights and transfer
        restrictions reserved or imposed by Sections 3(d)(iii) and 3(d)(iv) of this
        Agreement.

      


      (iii) The
        Company shall have the right to repurchase any Option Shares owned by the
        Executive at the time of the termination of her employment with the Company
        or
        thereafter acquired, if applicable, in all instances in the event the Common
        Stock is not then publicly traded. The Company may exercise its right to
        repurchase Option Shares by giving written notice of same to the Executive
        (or
        her legal representative), with a copy as specified in Section 10 hereof,
        within
        one (1) year following the date on which the Executive's employment with
        the
        Company is terminated. If the Company exercises its repurchase right, the
        purchase and sale of the Option Shares will occur at the Company's principal
        office at the time and date specified in the Company's notice, which shall
        be
        not less than ten (10) days nor more than sixty (60) days after such
        exercise.

      


      
        
           

        

        
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      (iv) Except
        as
        otherwise specifically provided herein, no Option Shares may be conveyed,
        transferred, encumbered or otherwise disposed of at any time when the Company's
        Common Stock is not then publicly traded; provided, however, that upon the
        death
        of the Executive the Option Shares may be conveyed by will or by the laws
        of
        descent and distribution, subject, however, to the provisions of this Agreement.
        Any certificates for shares covered by this Agreement shall contain a legend
        which states that such shares are subject to the transfer and other restrictions
        imposed by this Agreement.

      


      (v) In
        the
        event that the Company exercises its repurchase rights the price payable
        by the
        Company for the Option Shares will be equal to the product of the fair market
        value of the Company in its entirety, and the percent ownership of the Company
        represented by the Option Shares ("Fair Market Value"). For this purpose,
        the
        "Fair Market Value" of Option Shares will be determined as of the date of
        exercise by the Company of its repurchase rights hereunder, so long as such
        repurchase is consummated within sixty (60) days of exercise. Fair Market
        Value
        shall be determined by a nationally-recognized, independent accounting firm,
        which may be the independent accountants regularly employed by the Company,
        appointed by the Board and reasonably acceptable to the Executive (or the
        estate
        or legal representative of the Executive), in accordance with generally accepted
        practices and standards.

      


      (vi) The
        Company shall pay the purchase price for the Option Shares repurchased hereunder
        in a single sum; provided, however, that in no event shall the Company be
        obligated to repurchase any shares to the extent funds are not legally available
        therefore under applicable law.

      


      e. Vacations.
        The
        Executive shall be entitled to up to four weeks of paid vacation in each
        calendar year. The Executive shall also be entitled to the same standard
        paid
        holidays given by the Company to senior executives generally, all as determined
        from time to time by the Board of Directors of the Company or an appropriate
        committee thereof. No more than one week of vacation time shall cumulate
        from
        year to year.

      


      f. Automobile.
        During
        the Employment Term, the Executive shall be entitled to an automobile allowance
        of $1,000 per month, plus maintenance, reimbursement for the cost of gasoline
        used for daily commutation to work and for business travel (all in accordance
        with Section 3(c) hereof), and automobile insurance. 

      


      g. Life,
        Health and Disability Insurance.
        Executive shall be entitled to participate in the Company's health benefit
        program and entitled to the same health and disability insurance paid for
        by the
        Company to senior executives generally, all as determined from time to time
        by
        the Board of Directors of the Company or an appropriate committee thereof.
        The
        Company shall use its good faith efforts to obtain and pay the premiums on
        a
        $500,000 term life insurance policy on the Executive during the term of this
        Agreement provided that the Executive can be insured and provided further
        that
        the premium for such policy shall not exceed $1,000 per year. The life insurance
        policy shall be owned by the Company and the beneficiary shall be designated
        by
        the Executive. 

      


      
        
           

        

        
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      4. Place
        of Performance.
        In
        connection with her employment by the Company, and except for travel required
        for Company business, the Executive shall be based at the principal executive
        offices of the Company, presently located in the Tampa, Florida area or,
        from
        time to time, at the discretion of the Company, at other locations utilized
        by
        the Company which are located within 100 miles of the Company's present
        executive offices.

      


      5. Termination
        by the Company or by Executive.

      


      (a) Termination
        by the Company.
        The
        Company may terminate Executive's employment at any time, upon notice by
        the
        Company to the Executive, for cause or for any other reason which would not
        constitute cause. Termination by the Company for "cause" shall mean termination
        because of: (a) Executive's refusal to perform, or continual neglect of,
        her
        duties or obligations hereunder (other than breaches of the covenants set
        forth
        in Sections 1, 7 and 8 hereof which events are governed by clause (e) below),
        in
        any such instance which is materially and demonstrably injurious to the Company
        and which neglect or failure to act is not remedied within thirty (30) days
        after written notice thereof to the Executive by the Company; (b) Executive's
        conviction (which, through lapse of time or otherwise, is not subject to
        appeal)
        of any crime or offense involving money or other property of the Company
        or any
        of its subsidiaries or which constitutes a felony in the jurisdiction involved,
        (c) Executive's performance of any act or her failure to act, for which if
        Executive were prosecuted and convicted, would constitute a crime or offense
        involving money or property of the Company or any of its subsidiaries, or
        which
        would constitute a felony in the jurisdiction involved, (d) any attempt by
        Executive to secure improperly any personal profit in connection with the
        business of the Company or any of its subsidiaries, which individually or
        in the
        aggregate is materially and demonstrably injurious to the Company and which,
        to
        the extent such material and demonstrable injury is capable of being cured,
        is
        not remedied within thirty (30) days after written notice thereof to the
        Executive by the Company, (e) any breach by Executive of any of the terms
        of
        Section 1, 7 or 8 of this Agreement, in any such instance which is materially
        and demonstrably injurious to the Company and which breach is not remedied
        within thirty (30) days after written notice thereof to the Executive by
        the
        Company.

      


      (b) Change
        in Control.
        In the
        event that, within six months of a Change in Control of the Company (as later
        defined), (i) Executive is terminated without cause or (ii) Executive terminates
        her employment with the Company due to (w) a significant diminution in
        Executive’s job responsibilities or title or (x) the Executive being required to
        relocate outside of the Tampa, Florida market (which shall mean to a location
        which is more than 50 miles outside of the city borders of Tampa), and, in
        any
        such instance, provided the Executive executes a general release of all claims
        against the Company, its officers, directors and affiliates and abides by
        the
        provisions of Sections 7 and 8(a) (iii) and (iv) hereof, then (y) all the
        Executive’s unvested stock options will vest immediately, and (z) Executive
        shall be entitled to receive (1) a severance payment equal to one year’s then
        effective base salary, payable in equal installments commencing from the
        date of
        the Change in Control, in accordance with the Company’s then general salary
        payment policies, and (2) payment of the Executive’s and Executive’s eligible
        dependents’ COBRA continuation health coverage premiums for the one-year period
        following the date of termination or, if earlier, until the Executive and
        Executive’s dependents cease to be eligible for such coverage or until the
        Executive commences employment with another entity or person. Such payments,
        if
        any, shall be in lieu of any amount provided for in Section 2(b) hereof.
        For
        purposes of this Agreement, a “Change in Control” shall be deemed to have
        occurred if (i) there shall be consummated (x) any consolidation or merger
        of
        the Company in which the Company is not the continuing or surviving corporation
        or pursuant to which shares of the Company’s Common Stock, would be converted
        into cash, securities or other property, other than a merger of the Company
        in
        which the holders of the Common Stock immediately prior to the merger have
        not
        less than 50.1% of the ownership of common stock of the surviving corporation
        immediately after the merger, or (y) any sale, lease, exchange or other transfer
        (in one transaction or a series of related transactions) of all, or
        substantially all, of the assets of the Company, or (ii) the stockholders
        of the
        Company shall approve any plan or proposal for liquidation or dissolution
        of the
        Company, or (iii) any person (as such term is used in Section 13(d) and 14(d)(2)
        of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who, at
        the time of the execution of this Agreement, does not own 5% or more of the
        Company’s outstanding Common Stock, shall become the beneficial owner (within
        the meaning of Rule 13d-3 under the Exchange Act) of 35% or more of the
        outstanding Common Stock other than pursuant to a plan or arrangement entered
        into by such person and the Company, or (iv) during any period of two
        consecutive years commencing on the date hereof, individuals who at the
        beginning of such period constitute the entire Board of Directors shall cease
        for any reason to constitute a majority thereof, unless the election, or
        the
        nomination for election by the Company’s stockholders, of a majority of the new
        directors was approved by a vote of at least two-thirds of the directors
        then
        still in office who were directors at the beginning of the period.

      


      
        
           

        

        
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      (c) Termination
        by the Executive.
        The
        Executive may terminate her employment with the Company at any time, upon
        notice
        by the Executive to the Company.

      


      6. Death;
        Disability.
        If the
        Executive shall die or become "permanently disabled" during the term of this
        Agreement, this Agreement and all benefits hereunder shall terminate, except
        that such termination shall not affect any vested rights which the Executive
        may
        have at the time of her death pursuant to any insurance or other death benefit
        plans or arrangements of the Company, which rights shall continue to be governed
        by the provisions of such plans and agreements. For the purposes of this
        Agreement, the Executive shall be deemed to be "permanently disabled" if,
        during
        the term hereof, because of ill health, physical or mental disability, or
        for
        other causes beyond the Executive's control, the Executive shall have been
        unable, or unwilling, to perform the essential functions of her job hereunder
        for ninety (90) consecutive days or for a total period of one hundred twenty
        (120) days in any twelve month period during the term of this Agreement,
        whether
        consecutive or not. Notwithstanding anything to the contrary contained herein,
        during any period that the Executive fails to perform the essential functions
        of
        her job hereunder as a result of her disability (but prior to the termination
        of
        this Agreement as a result of such disability), (i) the Executive shall continue
        to receive her full salary at the rate then in effect and all benefits provided
        herein, provided that payments made to the Executive pursuant to this Section
        6
        shall be reduced by the sum of the amounts, if any, payable to the Executive
        at
        or prior to the time of any such payment under any disability benefit insurance,
        plan or program of, or provided by, the Company and (ii) the Company shall
        have
        the right to hire any other individual or individuals to perform such duties
        and
        functions as the Company shall desire, including those duties heretofore
        performed by the Executive.

      


      
        
           

        

        
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      7. Protection
        of Confidential Information.

      


      a.
         Confidential
        Information.
        The
        Executive acknowledges that her employment by the Company will, throughout
        the
        term of this Agreement, bring her in contact with many confidential affairs
        of
        the Company not readily available to the public, and plans for future
        developments. In recognition of the foregoing, the Executive covenants and
        agrees that she will not, directly or indirectly, use or intentionally disclose
        or permit to be known to anyone outside of the Company any confidential matters
        of the Company, except with the Company's prior written consent or as required
        by court order, law or subpoena, or other legal compulsion to disclose, with
        appropriate confidentiality obligations, or when reasonably necessary during
        Executive’s employment by the Company for the Executive to perform her job
        duties hereunder. In the event that Executive shall be required by legal
        process
        to disclose any confidential matter, Executive shall give the Company ten
        days
        (or, if not reasonably possible, such lesser number of days as is reasonably
        possible) prior written notice prior to such disclosure.

      


      b. Company
        Property.
        All
        information and documents relating to the Company shall be the exclusive
        property of the Company and the Executive shall use commercially reasonable
        best
        efforts to prevent any publication or disclosure thereof. Upon termination
        of
        the Executive's employment with the Company, all documents, records, reports,
        writings and other similar documents containing confidential information,
        including copies thereof, and any other Company property then in the Executive's
        possession or control shall be returned and left with the Company.

      


      c. Company
        Policy.
        The
        Executive will execute the Company’s Annual Questionnaire Relating to Conflicts
        of Interest, Insider Trading, Questionable Payments, Political Contributions,
        Violations of Law and Confidentiality, all the terms and provisions of which
        are
        incorporated herein as if fully set forth herein.

      


      8.
         Covenant
        Not To Compete; Non-Solicitation.

      


      a. Covenant
        Not to Compete.
        The
        Executive agrees that during her employment by the Company (which shall be
        deemed to include the period during which the Executive is receiving any
        severance payments, as set forth in Section 2 hereof) and for the twenty-four
        months immediately following the Employment Term (including any extensions
        thereof, as provided herein), the Executive shall not either directly or
        indirectly, (i) whether by establishing a new business or by joining an existing
        one, and whether as a principal, employee, stockholder, officer, director,
        broker, agent, consultant, corporate officer, licensor or in any other capacity,
        compete with the Company or any of its affiliates in the seafood segment
        of the
        restaurant business or become associated with a business enterprise which
        competes with any business operation of the Company or its affiliates in
        the
        seafood segment of the restaurant business, or any business operation of
        the
        Company or its affiliates in the seafood segment of the restaurant business
        planned and known by the Executive prior to the Executive's termination of
        employment, in the State of Florida and any other geographical areas in which
        the Company then has market presence; provided, however, that if the Company
        terminates Executive's employment without cause (as defined in Section 5
        hereof), Executive shall not be subject to the provisions of this Section
        8;
        (ii) divert business from the Company or its affiliates or solicit, accept
        or
        procure business from, divert the business of, or attempt to convert to other
        methods of using the same or similar services or products as are provided
        by the
        Company or its affiliates , any customer of the Company or its affiliates;
        (iii)
        interfere, in any manner, with the Company's or its affiliates’ customer and
        vendor/supplier relationships; or (iv) solicit for employment, employ or
        otherwise engage the services of, any employee or agent of the Company or
        its
        affiliates, or any person who was an employee or agent of the Company or
        its
        affiliates within the six months immediately preceding the cessation of
        Executive's employment with the Company. A restaurant shall be deemed to
        be in
        the seafood segment of the restaurant business if it holds itself out as
        primarily a purveyor of seafood by means of the use of the term “seafood",
        "fish" or other term traditionally associated with a food source which comes
        from the ocean waters (or any variation on any of the foregoing) in its name
        or
        in its advertising.

      


      
        
           

        

        
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      b. Divisibility.
        The
        Executive and the Company intend that this covenant not to compete shall
        be
        construed as a series of separate covenants, one for each county and each
        product line. If, in any judicial proceeding, a court shall refuse to enforce
        any one or more of the separate covenants deemed included in subsection (a)
        of
        this Section 8, then such unenforceable covenant shall be deemed severed
        from
        this Agreement for the purposes of such judicial proceeding to the extent
        necessary to permit the remaining separate covenants to be
        enforced.

      


      c. Reasonableness.
        The
        Executive acknowledges that the territorial and time limitations set forth
        in
        this Section 8 are reasonable and properly required for the adequate protection
        of the business of the Company and its subsidiaries and affiliates. In the
        event
        any such territorial or time limitation is deemed to be unreasonable by a
        court
        of competent jurisdiction, the Executive agrees to the reduction of the
        territorial or time limitation to the area or period which such court deems
        reasonable.

      


      d. Independent
        Obligation.
        The
        existence of any claim or cause of action by the Executive against the Company
        shall not constitute a defense to the enforcement by the Company of the
        foregoing restrictive covenants, but such claim or cause of action shall
        be
        litigated separately.

      


      9. Successors;
        Binding Agreement.
        This
        Agreement and all rights of the Executive hereunder shall inure to the benefit
        of, and shall be enforceable by, the Executive's personal or legal
        representatives, executors, administrators, successors, heirs, distributees,
        devisees and legatees. If the Executive should die while any amount would
        still
        be payable to her hereunder if she had continued to live, all such amounts,
        unless otherwise provided herein, shall be paid in accordance with the terms
        of
        this Agreement to the Executive's devisee, legatee or other designee or,
        if
        there be no such designee, to the Executive's estate. This Agreement shall
        bind
        any successors, purchasers, subsidiaries, affiliates and assigns of the
        Company.

      


      
        
           

        

        
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      10. Notice.
        For the
        purposes of this Agreement, notices, demands and all other communications
        provided for in the Agreement shall be in writing and shall be deemed to
        have
        been duly given when delivered against receipt therefore or three days after
        being mailed by United States certified mail, return receipt requested, postage
        prepaid, addressed as follows:

      


      
        	 	If
                to the Executive:	
                Leslie
                  Christon

              


      

      6211
        Emmons Lane

      Tampa,
        FL
        33647

      


      
        	 	With
                a copy to:	
                Thomas
                  L. McCally

              


      

      Carr
        Maloney P.C.

      1667
        K
        Street, NW

      Suite
        1100

      Washington,
        DC  20006-1605

      


      
        	 	If
                to the Company:	
                Shells
                  Seafood Restaurant, Inc.

              


      

      16313
        N.
        Dale Mabry Highway, Suite 100

      Tampa,
        Florida 33618

      


      
        	 	With
                a copy to:	
                Sheldon
                  G. Nussbaum, Esq.

              


      

      Fulbright
        & Jaworski L.L.P.

      666
        Fifth
        Avenue

      New
        York,
        New York 10103

      


      or
        to
        such other address as either party may have furnished to the other in writing
        in
        accordance herewith, except that notice of change of address shall be effective
        only upon receipt.

      


      11. Miscellaneous.
        No
        provisions of this Agreement may be modified, waived or discharged unless
        such
        waiver, modification or discharge is agreed to in writing and signed by the
        Executive and such officers of the Company as may be specifically designated
        by
        its Board of Directors. No waiver by either party hereto at any time of any
        breach by the other party hereto of, or compliance with, any condition or
        provision of this Agreement to be performed by such other party shall be
        deemed
        a waiver of similar or dissimilar provisions or conditions at the same or
        at any
        prior or subsequent time.

      


      12. Validity.
        The
        invalidity or unenforceability of any provision or provisions of this Agreement
        shall not affect the validity or enforceability of any other provision of
        this
        Agreement, which shall remain in full force and effect.

      


      
        
           

        

        
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      13. Entire
        Agreement.
        With
        the exception of the terms and conditions of the benefit and compensation
        plans
        applicable to the Executive, this Agreement sets forth the entire agreement
        and
        understanding of the parties hereto in respect of the subject matter contained
        herein, and supersedes all prior agreements, promises, covenants, arrangements,
        communications, representations or warranties, whether oral or written, by
        any
        officer, employee or representative of any party hereto or any predecessor
        of
        any party hereto.

      


      14. Non-Assignability.
        This
        Agreement is entered into in consideration of the personal qualities of the
        Executive and may not be, nor may any right or interest hereunder be, assigned
        by her without the prior written consent of Company. It is expressly understood
        and agreed that this Agreement, and the rights accruing and obligations owed
        to
        the Company hereunder, and the obligations to be performed by the Company
        hereunder, may be assigned by the Company to any of its successors or
        assigns.

      


      15. Equitable
        Relief.
        The
        Executive recognizes that the services to be rendered by her hereunder are
        of a
        special, unique, extraordinary and intellectual character involving skill
        of the
        highest order and giving them peculiar value, the loss of which cannot be
        adequately compensated for in damages. In the event of a breach of this
        Agreement by the Executive, the Company shall be entitled to injunctive relief
        or any other legal or equitable remedies. The remedies provided in this
        Agreement shall be deemed cumulative and the exercise of one shall not preclude
        the exercise of any other remedy at law or in equity for the same event or
        any
        other event.

      


      16. Indemnification;
        Litigation Expenses.

      


      (a) Indemnification.
        In
        addition to any indemnification obligations the Company has or may have toward
        the Executive under applicable law, the Company shall indemnify the Executive
        for any and all costs, expenses, awards, claims, judgments, attorneys' fees
        or
        any other damage or injury to the Executive for the Executive's actual or
        alleged actions or failure to act during her employment with the Company,
        in all
        instances in a manner consistent with this Agreement and as permitted by
        applicable law, including the Executive's employment or serving at the request
        of the Company as an officer or director of a subsidiary or affiliate of
        the
        Company.

      


      (b) Litigation
        Expenses.
        In the
        event of litigation in connection with or concerning the interpretation,
        breach
        of enforcement of this Agreement, the prevailing party shall be entitled
        to
        recover all costs and expenses incurred by such party in connection therewith,
        including reasonable attorneys fees.

      


      17.
         Choice
        of Law.
        This
        Agreement is to be governed by and interpreted under the laws of the State
        of
        Florida without regard to its conflict of laws principles.

      


      
        
           

        

        
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      18. Representations
        And Agreements of the Executive.
        The
        Executive represents and warrants that she is free to enter into this Agreement
        and to perform the duties required hereunder, and that there are no employment
        contracts or understandings, restrictive covenants or other restrictions,
        whether written or oral, preventing the performance of her duties hereunder.
        The
        Executive agrees to submit to a medical examination and to cooperate and
        supply
        such other information and documents as may be required by any insurance
        company
        in connection with the Executive's inclusion in any insurance or fringe benefit
        plan or program as the Company shall be required hereunder or shall determine
        from time to time to obtain, or in connection with, in the Company's sole
        discretion, the Company's obtaining life insurance for its benefit on the
        life
        of the Executive.

      


      19. Survival.
        The
        termination of the Executive's employment hereunder shall not affect the
        enforceability of Sections 2, 3, 5, 7, 8, 9, 15, 16, 17 and 18
        hereof.

      


      20. Section
        409A.
        Notwithstanding anything herein to the contrary, to the extent that amounts
        payable pursuant to Section 2(b) or 5(b) of this Agreement would be subject
        to
        the additional 20% tax imposed under Section 409A of the Internal Revenue
        Code
        of 1986, as amended (the “409 Affected Amount”), the Company shall pay to the
        Executive that portion of the 409A Affected Amount otherwise due after the
        latest date that it could be paid and still qualify for the “short term
        deferral” exception under Prop. Treas. Reg. Section 1.409A-1(b)(4) (or any
        successor thereto) in a single lump sum no later than the latest possible
        date
        permitted under the “short term deferral” exception that would avoid such
        additional 20% tax.

      


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

      


      22. Headings.
        The
        Section headings appearing in this Agreement are for the purposes of easy
        reference and shall not be considered a part of this Agreement or in any
        way
        modify, demand or affect its provisions.

      


      23. Amendment
        and Restatement.
        This
        Agreement amends, supersedes and replaces in its entirety the existing
        employment agreement dated July 1, 2003 between the Company and the Executive,
        which prior agreement shall be null and void from and after the execution
        of
        this Agreement.

      


      [SIGNATURE
        PAGE TO FOLLOW]


      
        
           

        

        
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      IN
        WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
        day
        and year first written above.

      


      
        
          	 	
                  SHELLS
                    SEAFOOD RESTAURANTS, INC.

                  
 

                  By:
                    /s/
                    Philip
                    R.
                    Chapman                                 
                     

                  Name:
                    Philip R. Chapman

                  Title:
                    Chairman of the Board of Directors

                  


                  


                  


                  /s/
                    Leslie J.
                    Christon                                           
                     

                  Leslie
                    J. Christon

                


        

      

       

       

      [SIGNATURE
        PAGE TO THE SHELLS-CHRISTON EMPLOYMENT AGREEMENT]


      
        
           

        

        
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      EXHIBIT
        A

      


      STOCK
        OPTION AGREEMENT

      


      STOCK
        OPTION AGREEMENT, made as of the ___ day of ___________, 2005, by and between
        Shells Seafood Restaurants, Inc., a Delaware corporation (the “Company”), and
        Leslie J. Christon (the “Executive”).

      


      1. Grant
        of Option.
        The
        Company hereby grants to the Executive an option (the “Option”) to purchase
        903,528 shares
        of
        the Company’s common stock, $.01 par value per share (the “Common Stock”), at a
        purchase price per share of $____.

      


      2. Term
        of Option.
        Unless
        sooner terminated as provided herein, this Option shall expire on July 1,
        2012.

      


      3. Vesting
        of Option.
        This
        Option shall become vested and exercisable with respect to 353,845 shares
        of
        Common Stock on December 31, 2005, with respect to an additional 274,842
        shares
        of Common Stock on July 1, 2007 and with respect to the remaining 274,841
        shares
        on July 1, 2008, subject to the Executive remaining in the continuous employment
        or other service with the Company through each applicable vesting date.
        Notwithstanding the preceding sentence, in the event that, within six (6)
        months
        of a Change in Control of the Company (as defined in the Amended and Restated
        Employment Agreement dated as of July 1, 2005 between the Executive and the
        Company (the “Employment Agreement”)), (i) the Executive is terminated without
        Cause (as defined in the Employment Agreement) or (ii) the Executive terminates
        her employment with the Company due to (w) a significant diminution in the
        Executive’s job responsibilities or title or (x) the Executive being required to
        relocate outside of the Tampa, Florida market (which shall mean to a location
        which is more than 50 miles outside of the city borders of Tampa), and, in
        any
        such instance, provided the Executive executes a general release of all claims
        against the Company, its officers, directors and affiliates and abides by
        the
        provisions of Sections 7 and 8(a) (iii) and (iv) of the Employment Agreement,
        then this Option shall immediately become vested and exercisable, all in
        accordance with Section 5(b) of the Employment Agreement.

      


      4. Termination
        of Employment.

      


      (a) Termination
        by Reason of Death or Permanent Disability.
        If the
        Executive’s employment with the Company is terminated due to her death or
        permanent disability (as defined in Section 6 of the Employment Agreement),
        then: (i) that portion of this Option that is vested and exercisable on the
        date
        of termination shall remain exercisable by the Executive (or, in the event
        of
        death, the Executive’s beneficiary) during the one year period following the
        date of termination but in no event after expiration of the stated term hereof
        and, to the extent not exercised during such period, shall thereupon terminate,
        provided that, in the event of a termination due to permanent disability,
        if the
        Executive dies during such one-year period, then the Executive’s beneficiary may
        exercise this Option, to the extent vested and exercisable by the Executive
        immediately prior to her death, for a period of one year following the date
        of
        death but in no event after expiration of the stated term hereof, and (ii)
        that
        portion of this Option that is not vested and exercisable on the date of
        termination shall thereupon terminate.

      


      
        
           

        

        
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      (b) Termination
        for Cause.
        If the
        Executive’s employment is terminated by the Company for Cause, then this Option
        (whether or not then vested and exercisable) shall immediately terminate
        and
        cease to be exercisable.

      


      (c) Other
        Termination.
        If the
        Executive’s employment with the Company terminates for any other reason (other
        than those described in Section 5(a) or 5(b) above) or no reason, then: (i)
        that
        portion of this Option that is vested and exercisable on the date of termination
        shall remain exercisable by the Executive during the ninety (90) day period
        following the date of termination but in no event after expiration of the
        stated
        term hereof and, to the extent not exercised during such period, shall thereupon
        terminate, and (ii) that portion of this Option that is not vested and
        exercisable on the date of termination shall thereupon terminate.

      


      5. Method
        of Exercise.
        To the
        extent vested and exercisable in accordance herewith, this Option may be
        exercised in whole or in part by delivering to the Secretary of the Company
        (a)
        a written notice specifying the number of shares to be purchased, and (b)
        payment in full of the exercise price, together with the amount, if any,
        deemed
        necessary by the Company to enable it to satisfy any tax withholding obligations
        with respect to the exercise (unless other arrangements, acceptable to the
        Company, are made for the satisfaction of such withholding obligation). The
        exercise price shall be payable in cash, bank or certified check or such
        other
        methods permitted by the Compensation Committee of the Company’s Board of
        Directors (the “Committee”) from time to time, including, without limitation,
        pursuant to a cashless exercise procedure approved by the Committee. The
        Committee may (in its sole discretion) permit all or part of the exercise
        price
        to be paid with shares of Common Stock which, if acquired through the Company,
        have been owned by the Executive for at least six (6) months (or such lesser
        or
        greater period deemed necessary by the Company to avoid the imposition of
        adverse accounting consequences to the Company) free and clear of any liens
        or
        encumbrances.

      


      6. Rights
        as a Stockholder.
        No
        shares of Common Stock shall be issued hereunder until full payment for such
        shares has been made and any other exercise conditions have been fully
        satisfied. The Executive shall have no rights as a stockholder with respect
        to
        any shares covered by this Option until the date such shares are reflected
        as
        having been issued to the Executive on the Company’s records. Except as
        otherwise specifically provided herein, no adjustment shall be made for
        dividends or distributions or the granting of other rights for which the
        record
        date is prior to the date such shares are issued.

      


      7. Nontransferability.
        The
        Option is not assignable or transferable other than to a beneficiary designated
        to receive this Option upon the Executive’s death in a manner acceptable to the
        Company or by will or the laws of descent and distribution, and this Option
        shall be exercisable during the lifetime of the Executive only by the Executive
        (or, in the event of the Executive’s incapacity, the Executive’s legal
        representative or guardian). Any attempt by the Executive or any other person
        claiming against, through or under the Executive to cause this Option or
        any
        part of it to be transferred or assigned in any manner and for any purpose
        shall
        be null and void and without effect upon the Company, the Executive or any
        other
        person.

      


      
        
           

        

        
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      8. Adjustments
        Upon Changes in Capitalization.
        Upon
        any increase, reduction, or change or exchange of the Common Stock for a
        different number or kind of shares or other securities, cash or property
        by
        reason of a reclassification, recapitalization, merger, consolidation,
        reorganization, issuance of warrants or rights, stock dividend, stock split
        or
        reverse stock split, combination or exchange of shares, repurchase of shares,
        change in corporate structure or otherwise, or any other corporate action,
        such
        as declaration of a special dividend, that affects the capitalization of
        the
        Company (a “Change in Capitalization”), an equitable substitution or adjustment
        may be made in the kind, number and/or exercise price of shares or other
        property subject to this Option, as may be determined by the Committee, in
        its
        sole discretion. Such other equitable substitutions or adjustments shall
        be made
        as may be determined by the Committee, in its sole discretion. Without limiting
        the generality of the foregoing, in connection with a Change in Capitalization,
        the Committee may provide, in its sole discretion, for the cancellation of
        this
        Option (i) in exchange for payment in cash or other property equal to the
        Fair
        Market Value of the shares of Common Stock covered by this Option (whether
        or
        not otherwise vested or exercisable), reduced by the aggregate exercise price
        of
        this Option, or (ii) for no consideration, in the case (and to the extent)
        this
        Option is not otherwise then vested or exercisable. In the event of any
        adjustment in the number of shares covered by this Option pursuant to the
        provisions hereof, any fractional shares resulting from such adjustment shall
        be
        disregarded, and this Option shall cover only the number of full shares
        resulting from the adjustment. All adjustments under this Section 8 shall
        be
        made by the Committee, and its determination as to what adjustments shall
        be
        made, and the extent thereof, shall be final, binding and conclusive. For
        purposes hereof, “Fair Market Value” on any date shall be equal to the closing
        sale price per share as published by a national securities exchange on which
        shares of the Common Stock are traded on such date or, if there is no sale
        of
        Common Stock on such date, the average of the bid and asked prices on such
        exchange at the closing of trading on such date or, if shares of the Common
        Stock are not listed on a national securities exchange on such date, the
        closing
        price or, if none, the average of the bid and asked prices in the over the
        counter market at the close of trading on such date, or if the Common Stock
        is
        not traded on a national securities exchange or the over the counter market,
        the
        fair market value of a share of the Common Stock on such date as determined
        in
        good faith by the Committee.

      


      9. No
        Employment Rights.
        Nothing
        contained in this Agreement shall confer upon the Executive any right with
        respect to the continuation of the Executive’s employment with the Company, or
        interfere in any way with the right of the Company at any time to terminate
        such
        employment or to increase or decrease, or otherwise adjust, the other terms
        and
        conditions of the Executive’s employment with the Company.

      


      10. Compliance
        with Law.
        Shares
        of Common Stock shall not be issued pursuant to the exercise of this Option
        unless such exercise and the issuance and delivery of such shares pursuant
        thereto shall comply with all relevant provisions of law, including, without
        limitation, the Securities Act of 1933, as amended, the Securities Exchange
        Act
        of 1934, as amended, and the requirements of any stock exchange or market
        upon
        which the Common Stock may then be listed, and shall be further subject to
        the
        approval of counsel for the Company with respect to such compliance. The
        Committee may require each person acquiring shares of Common Stock to represent
        to and agree with the Company in writing that such person is acquiring the
        shares without a view to distribution thereof. All certificates for shares
        of
        Common Stock delivered hereunder shall be subject to such stock-transfer
        orders
        and other restrictions as the Committee may deem advisable under the rules,
        regulations, and other requirements of the Securities and Exchange Commission,
        any stock exchange or market upon which the Common Stock may then be listed,
        and
        any applicable federal or state securities law. The Committee may cause a
        legend
        or legends to be placed on any such certificates to make appropriate reference
        to such restrictions.

      


      
        
           

        

        
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      11. Miscellaneous.
        This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Delaware, without regard to its principles of conflict of laws.
        This
        Agreement constitutes the entire agreement between the parties with respect
        to
        the subject matter hereof and may not be amended other than by a written
        instrument executed by the parties hereto.

      


      IN
        WITNESS WHEREOF, this Agreement has been executed as of the date first above
        written.

      


      
        
          	 	
                  SHELLS
                    SEAFOOD RESTAURANTS, INC.

                  


                  


                  By:
                    ___________________________________

                  Name:

                  Title:

                  


                  


                  _________________________________


                  Leslie
                    J. Christon

                


        

      

       

      
        
           

        

        
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