AGREEMENT BETWEEN PARTIES

This AGREEMENT BETWEEN PARTIES (this "Agreement"), dated as of this 5th day of August, 2005, is made by and among DEBORAH CHRISTEN CORPORATION , a Delaware corporation (“ DCC ” or “Licensor”) and SHELLS SEAFOOD RESTAURANTS, INC., a Florida corporation (“ SSRI ” or “Licensee”) (together hereinafter referred to as the “Parties” and, individually, as a “Party”).

WHEREAS , pursuant to an Assignment of Assets dated July 15, 1992, between John Christen Corporation (“ Assignor ”) and DCC (the “ Assignment of Assets ”), DCC became the assignee of certain service marks licensed under an Agreement for Licensing of Service Marks dated January 1, 1992 (the “ Agreement for Licensing of Service Marks ”) between Shells, Inc. and Assignor, and, as assignee, DCC obtained, inter alia, all the rights to use the service marks “Shells” and “Shells Seafood, Shellfish & Whatnot” (the “ Service Marks ”) for the operation of restaurants in specified trade areas for a period of ninety-nine years, including the operation of a restaurant in the trade area as set forth on the attached Exhibit A (the “ Carrollwood Trade Area ”);

WHEREAS , in addition, pursuant to the Assignment of Assets, DCC acquired all rights to sublicense the Service Marks in the Carrollwood Trade Area to Shells of Carrollwood Village, Inc. (the “ Sublicense Agreement ”);

 WHEREAS, on May 14, 1993, SSRI and Shells, Inc. entered into an Asset Purchase Agreement whereby SSRI acquired the assets of Shells, Inc., including the Service Marks and other proprietary information, and, subsequently, entered into a Management and License Agreement dated July 29, 1993, between SSRI and Shells of Carrollwood Village, Inc. (“ Carrollwood Village ”), as amended by an Amendment to the Management and License Agreement dated July 29, 1993 and a Second Amendment to Management and License Agreement dated October 4, 2001 (together, the “ Management Agreement ”), whereby SSRI agreed to provide management services and proprietary rights to Carrollwood Village for use in its restaurant located in the Carrollwood Trade Area (the “ Carrollwood Store ”); and

WHEREAS, DCC and SSRI desire to enter into an agreement, to be effective upon the occurrence of specific conditions precedent, whereby DCC shall license to SSRI use of the Service Marks in the Carrollwood Trade Area.

NOW, THEREFORE , in consideration of the foregoing and the agreements set forth below, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.1   License . DCC hereby grants to Licensee the exclusive right to use the Service Marks in connection with Licensee’s operation of one or multiple restaurants in the portion of the Carrollwood Trade Area set forth in Exhibit B (the “Limited Carrollwood Trade Area”) under the terms and conditions of this Agreement. Licensee shall have the right to use the Services Marks in the Limited Carrollwood Trade Area to, open one or more restaurants in the Limited Carrollwood Trade Area and to sublicense the use of the Service Marks to third parties in the Limited Carrollwood Trade Area. Subsequent to opening a restaurant in the Limited Carrollwood Trade Area depicted in Exhibit B, Licensee shall have the rights as set forth in this Section 1.1 to open additional restaurants and to sublicense the use of the Service Marks to third parties within the Carrollwood Trade Area; provided, however, that SSRI shall be required to obtain DCC’s prior written approval, which approval may be withheld in DCC’s sole discretion only in the event SSRI desires to open a restaurant within the South Tampa Trade Area and the North Tampa Trade Area as set forth in Exhibit C which trade areas overlap and extend into the Carrollwood Trade Area.

1.2   Term . The initial term of this Agreement shall be deemed to have commenced on the date of this Agreement and shall continue for as long as Licensee owns and operates restaurants in the Carrollwood Trade Area, unless terminated earlier pursuant to Article 3.

1.3   Effective Date . The License granted in Sections 1.1 and 1.2 shall become effective on the Effective Date (as defined in Section 7 of this Agreement).

2.1   License Fee . DCC shall be entitled to receive from SSRI and SSRI shall be obligated to pay to DCC on or before the 15 ^th day immediately following the end of the prior month a fee in the amount of two percent (2%) of the gross receipts of each Shells Seafood Restaurant operated or sublicensed by SSRI within any portion of the Carrollwood Trade Area. For purposes of determining gross receipts for this Section 2.1, gross receipts shall be calculated in the same manner as gross receipts are calculated for the following sublicensees of DCC: Shells of Sarasota South, Inc., and Shells of North Tampa, Inc. In the event that both Shells of Sarasota South, Inc., and Shells of North Tampa, Inc. cease to operate, gross receipts shall continue to be calculated in the same manner as previously calculated by Shells of Sarasota South, Inc., and Shells of North Tampa, Inc.

3.1   SSRI agrees to use the Service Marks in the Carrollwood Trade Area only in connection with the operation or sublicensing of Shells Seafood restaurants.

3.2   The foundation of the value of the Service Marks is the establishment and maintenance of a reputation among the public for the operation of high quality restaurants. A fundamental requirement of this license is adherence by SSRI to the Shells Seafood restaurants’ standards and policies, as such may be amended and revised during the term of this Agreement, providing for the uniform operation of all restaurants licensing the Service Marks. Compliance by SSRI with the foregoing standards and policies in conjunction with the use of the Service Marks provides the basis for the wide public acceptance of the Service Marks and its valuable goodwill. Adherence by SSRI to all aspects of the standards and policies for the uniform operation of the Shells Seafood restaurants is required at all times.

3.3   DCC shall have the right at any time, and from time to time, to have its representatives enter the premises of any Shells Seafood restaurant in the Carrollwood Trade Area, with 48 hours notice, and to confer with Licensee’s employees and customers, for the purpose of inspecting the use of the Service Marks to determine whether Licensee is in compliance with the terms and conditions contained in this Agreement.

4.1   Termination by DCC . DCC shall have the right to terminate this Agreement in the event that SSRI fails to cure any default described below within thirty (30) days of the receipt of written notice by SSRI from DCC stating the reason for such default:

(a)   in the event of any breach or default of any of the provisions of this Agreement; including but not limited to, failure to pay the License Fee as when due pursuant to th