SECOND
      AMENDMENT TO SHELLS SEAFOOD RESTAURANTS, INC.

    TECHNICAL
      CONSULTING AND SUPPORT SERVICES AGREEMENT

    


    This
      Second Amendment to Shells Seafood Restaurants, Inc. Technical
      Consulting and Support Services 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”). This Second
      Amendment contains modifications and additions to the terms and conditions
      of
      the Technical Consulting and Support Services Agreement dated 

    


    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.” 

    


    
      
         

      

      
        1
          

        
          

        

      

      
         

      

       

    

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

    


    “7.
       Development
      Schedule*:

     

    
      	
              Development
                Period 

            	
              Development
                Period Ending

            	
              Total
                Number of Restaurants That Must be Open and in Operation at the End
                of the
                Development Period

            
	
              1

            	
              December
                10, 2008

              (12
                months from the Effective Date of this Agreement)

            	
              1

            
	
              2

            	
              December
                10, 2009 

              (24
                months from the Effective Date of this Agreement)

            	
              2

            
	
              3

            	
              December
                10, 2010

              (36
                months from the Effective Date of this Agreement)

            	
              3

            
	
              4

            	
              December
                10, 2011 

              (48
                months from the Effective Date of this Agreement)

            	
              4

            
	
              5

            	
              December
                10, 2012 

              (60
                months from the Effective Date of this Agreement)

            	
              5

            
	
              6

            	
              December
                10, 2013 

              (72
                months from the Effective Date of this Agreement)

            	
              6

            
	
              7

            	
              December
                10, 2014 

              (84
                months from the Effective Date of this Agreement)

            	
              7

            
	
              8

            	
              December
                10, 2015 

              (96
                months from the Effective Date of this Agreement)

            	
              8

            
	
              9

            	
              December
                10, 2016

              (108
                months from the Effective Date of this Agreement)

            	
              9

            
	
              10

            	
              December
                10, 2017 

              (120
                months from the Effective Date of this Agreement)

            	
              10

            


    

     

    *F&E
      has no obligation to develop and operate Restaurants in all or any particular
      country(ies) located in the Territory.” 

    


    3. Construction.
      Any
      capitalized terms used but not defined in this Second Amendment shall have
      the
      meanings assigned in the Agreement. To the extent of any contradiction or
      inconsistency between the Agreement 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 Technical
      Consulting And Support Services 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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