Exhibit 10.52


                            SECOND AMENDMENT TO
                     MANAGEMENT AND LICENSE AGREEMENT


      This SECOND AMENDMENT TO MANAGEMENT AND LICENSE AGREEMENT (this
"Amendment") is made and entered into by SHELLS SEAFOOD RESTAURANTS, INC.,
a Florida corporation (the "Manager"), and SHELLS OF CARROLLWOOD VILLAGE,
INC., a Florida corporation (the "Owner").

      WHEREAS, the Manager and the Owner desire to amend the Management
and License Agreement dated effective July 28, 1993, as amended (the
"Management Agreement");

      NOW, THEREFORE, in consideration of the mutual obligations contained
herein, the parties hereto agree as follows:

      Paragraph 1. Amendment. Section 1.02(c) of the Management Agreement shall
be amended in its entirety to read as follows:

      "(c) Management and License Fee: The Management and License Fee
      shall be equal to four percent (4%) of Gross Sales (as defined
      below); provided, however, that the Management Fee shall be
      increased to five percent (5%) of Gross Sales when the Owner's
      "adjusted cash flow" for any fiscal quarter or three consecutive
      fiscal months is at least eighty percent (80%) of adjusted cash flow
      for the same accounting period from fiscal year ended January 2,
      2000, as set forth on Exhibit A (the "First Benchmark"); and
      provided, further, that the Management and License Fee shall be
      increased to six percent (6%) of Gross Sales when Owner's adjusted
      cash flow for any fiscal quarter or three consecutive fiscal months
      is at least ninety percent (90%) of adjusted cash flow for the same
      accounting period from fiscal year ended January 2, 2000, as set
      forth on Exhibit A (the "Second Benchmark"). Once the Owner's
      Management and License Fee is increased to five percent (5%) or six
      percent (6%) as described above, the Management and License Fee
      shall not be adjusted downward even if adjusted cash flow
      subsequently decreases below the First Benchmark or the Second
      Benchmark, as applicable.

      The term "adjusted cash flow" shall mean net income (loss) of the
      Owner as set forth on its monthly Statement of Operations adding
      back special disbursements (as defined below) and the amounts
      recorded in the line items reflected on the Statement of Operations
      under the captions "Depreciation/Amortization," "Gain/Loss sale of
      assets," "Management Fees," "Other Owner Benefits," "Interest
      Expense," and "Legal and Professional." The term "special
      disbursements" shall mean (i) bonuses, salary increases, or other
      compensation or benefits authorized and paid by the Owner to any
      manager or employee of the Owner which are outside the scope of the
      compensation and incentive policies of


      the Manager and (ii) payments, charges, or credits by the Manager or
      Owner outside the ordinary course of business, unless such payments,
      charges, or credits are otherwise approved by the Manager and the
      Owner. The term "ordinary course of business" shall mean the
      ordinary course of the Owner's seafood restaurant business
      consistent with its past custom and practice (including with respect
      to quantity and frequency)."

      Paragraph 2. Ratification. In all other respects, the Management Agreement
is ratified and confirmed.

      IN WITNESS WHEREOF, the parties hereto have executed to this
Amendment effective as of the 4th day of October, 2001.


                                          MANAGER:

                                          SHELLS SEAFOOD RESTAURANTS,
                                          INC., a Florida corporation

                                          By: /s/
                                          David Head
                                          President


                                          OWNER:

                                          SHELLS OF CARROLLWOOD VILLAGE, INC.,
                                          a Florida corporation

                                          By: /s/
                                          Frank C. Roehl, III
                                          Vice-President

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