SECOND
      AMENDMENT TO SHELLS SEAFOOD RESTAURANTS, INC.

    RESTAURANT
      SYSTEM PURCHASE AGREEMENT

    


    This
      Second Amendment to Shells Seafood Restaurants, Inc. Restaurant System Purchase
      Agreement (“Second Amendment”) is made effective as of December 10, 2007, by and
      between Shells Seafood Restaurants, Inc., a Delaware corporation (“Shells”), and
Food
      And
      Entertainment Co., Ltd.,
      a
      limited liability company with commercial register No. 2051024638 issued from
      Khobar Commercial Registration Office on 24/08/1421H (“F&E”). 

    


    RECITALS:
      

    


    WHEREAS,
      F&E has recently executed and delivered to Shells that certain (i)
      Restaurant System Purchase agreement, dated September 27, 2007, between F&E
      and Shells (the “Original Agreement;”) and (ii) Amendment to Shells Seafood
      Restaurants, Inc. Restaurant System Purchase Agreement (the “First Amendment”);
      and 

    


    WHEREAS,
      prior to the date hereof, neither the Original Agreement nor First Amendment
      have been executed by Shells, and thus have not been effective prior to the
      date
      hereof; and 

    


    WHEREAS,
      the Original Agreement contemplated that Shells would receive a confirmed letter
      of credit by October 5, 2007; and 

    


    WHEREAS,
      such letter of credit was first received and confirmed on December 4, 2007;
      and

    


    WHEREAS,
      in accordance with the terms of the Original Agreement, such receipt and
      confirmation of the letter of credit by Shells was a condition to the execution
      and delivery of the Original Agreement by Shells; and 

    


    WHEREAS,
      the Original Agreement, First Amendment, and this Second Amendment
      (collectively, the “Agreement”) are being signed by Shells on December 10, 2007,
      which date F&E and Shells acknowledge is the effective date of each of the
      Original Agreement and both such amendments; and

    


    WHEREAS,
      in addition, F&E and Shells desire to modify the terms and conditions of the
      Agreement as further provided herein.

    


    NOW,
      THEREFORE, in consideration of the mutual covenants contained in the Agreement
      and herein, and for other good and valuable consideration, Shells and F&E
      hereby agree as follows:

    


    1.
       Summary
      Pages.
      The
      summary of the Effective Date in the Summary Pages to the Agreement is deleted
      in its entirety and replaced with the following:

    


    “2. Effective
      Date:
      December 10, 2007.” 

    


    2.
       Summary
      Pages.
      The
      summary of the Purchase Price in the Summary Pages to the Agreement is deleted
      in its entirety and replaced with the following:

    


    “4. Purchase
      Price:
      U.S.
      $1,750,000, payable (a) U.S. $700,000 on or before the execution of this
      Agreement (subject to application of a U.S. $80,000 deposit credit); (b) U.S.
      $350,000 within 90 days of October 5, 2007; (c) U.S. $350,000 within 180 days
      of
      October 5, 2007; and (d) U.S. $350,000 within 270 days of October 5,
      2007.”

    


    
      
         

      

      
        1
          

        
          

        

      

      
         

      

       

    

    3. Sections
      4.6 and 4.7 (Monthly Technical Consulting and Support Services Fee and Letter
      Of
      Credit).
      Sections 4.6 and 4.7 of the Agreement are supplemented to reflect that Shells
      received the Letter of Credit on or about December 4, 2007 and shall consider
      the Letter of Credit timely provided for purposes of this Agreement.


    


    4.
       Construction.
      Any
      capitalized terms used but not defined in this Second Amendment shall have
      the
      meanings assigned in the Original Agreement or First Amendment, as applicable.
      To the extent of any contradiction or inconsistency between the Original
      Agreement or First Amendment and this Second Amendment, the provisions of this
      Second Amendment will control.

    


    [COMPLETED
      AND EXECUTED ON THE FOLLOWING PAGE]

    


    
      
         

      

      
        2
          

        
          

        

      

      
         

      

    

    


    IN
      WITNESS WHEREOF,
      the
      undersigned have entered into this Second Amendment to Restaurant System
      Purchase Agreement as of the Effective Date.

    


    
      	 	
              Shells:

            
	 	 
	
              ATTEST:

            	
              SHELLS
                SEAFOOD RESTAURANTS, INC.

            
	 	 
	
              Witness
                # 1

            	 
	
              
                By:
                  ________________________________

              

            	
              By:
                ________________________________

            
	
              
                Name:
                  ______________________________

              

            	
              Name:
                ______________________________

            
	 	
              Title:
                _______________________________

            
	 	 
	
              Witness
                # 2

            	 
	
              
                By:
                  ________________________________

              

            	 
	
              
                Name:
                  ______________________________

              

            	 
	 	 
	 	
              F&E:

            
	 	 
	
              ATTEST:

            	
              FOOD
                AND ENTERTAINMENT CO., LTD.

            
	
            	
              a
                limited liability company with commercial register No. 2051024638
                issued
                from Khobar Commercial Registration Office on
                24/08/1421H

            
	 	 
	
              Witness
                # 1

            	 
	
              
                By:
                  ________________________________

              

            	
              
                By:
                  ________________________________

              

            
	
              
                Name:
                  ______________________________

              

            	
              
                Name:
                  ______________________________

              

            
	 	
              
                Title:
                  _______________________________

              

            
	 	 
	
              Witness
                # 2

            	 
	
              
                By:
                  ________________________________

              

            	 
	
              
                Name:
                  ______________________________

              

            	 


    

    


    
      
         

      

      
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