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and the Company are parties to an Employment Agreement dated July 1, 2003, which agreement has been replaced and superseded in its entirety by this Agreement.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

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.

(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.

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.

(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 a