BRIAZZ INC
<DOCUMENT>
<TYPE>EX-10.41
<SEQUENCE>9
<FILENAME>ex10_41.txt
<TEXT>

                                                                   EXHIBIT 10.41




                              AMENDED AND RESTATED
                           AGREEMENT BETWEEN CREDITORS

     THIS AMENDED AND RESTATED AGREEMENT BETWEEN CREDITORS ("Agreement") is made
and entered into as of April 10, 2003, by and among between  Laurus Master Fund,
Ltd., a Cayman Islands company ("Laurus"), Flying Food Group, L.L.C. ("FFG") and
any of its  affiliates,  including  but not  limited to Briazz  Venture,  L.L.C.
(collectively  with FFG, the "Lenders"),  Spinnaker  Investment  Partners,  L.P.
("Spinnaker") and BRIAZZ, INC. ("Borrower").  This Agreement amends and restates
in its entirety the agreement  between  creditors  dated  December 2, 2002 among
Laurus, the Lenders and Borrower.

     A.  Laurus is the payee and  owner and  holder of that  certain  promissory
note,  dated June 18,  2002,  executed by  Borrower  and payable to the order of
Laurus in the original  principal  amount of $1,250,000 (the "Existing Note", as
amended,  modified or  supplemented  from time to time).  The  Existing  Note is
secured by a security interest in the assets of Borrower as more fully described
and evidenced by that certain security agreement with Laurus dated June 18, 2002
(as amended,  modified and supplemented  from time to time, the "Laurus Security
Agreement")  and by a UCC  Financing  Statement  filed on June 24, 2002 with the
Washington Department of Licensing (the "UCC Filing"). The interest of Laurus in
the collateral granted by Borrower to Laurus under the Laurus Security Agreement
and  securing  debt owed to Laurus  pursuant to the  Existing  Note (the "Laurus
Collateral"),  including but not limited to the security  interest  evidenced by
the UCC  Filings,  is referred  to in this  Agreement  as the  "Laurus  Security
Interest",  the obligations now and hereafter  outstanding secured by the Laurus
Security Interest are referred to as the "Laurus  Obligations" and all documents
and  instruments  executed  by  the  Borrower  in  connection  with  the  Laurus
Obligations are referred to as the "Laurus Documents".

     B. In connection  with the Amended and Restated  Purchase  Agreement  dated
March 5, 2003 (the  "Securities  Purchase  Agreement")  between Briazz  Venture,
L.L.C.  and  Borrower,  Borrower  entered  into a  security  agreement  ("Lender
Security  Agreement")  with the  Lenders  securing  certain  obligations  of the
Borrower  pursuant to (i) a  non-convertible  promissory  note in the  principal
amount of $2,000,000 (the "Lenders Note"),  (ii) the Lender Security  Agreement,
(iii) the Food  Production  Agreement  dated  December  1, 2002  between FFG and
Borrower,  as amended and restated (the "Food Production  Agreement"),  together
with the amounts now or  hereinafter  outstanding  under the Lenders  Note,  the
Lender  Security  Agreement,  as amended and restated,  and the Food  Production
Agreement, the "Lender Obligations").

     C.  Contemporaneously  with the  execution  hereof,  Borrower is issuing to
Spinnaker  a  non-convertible  promissory  note of  even  date  herewith  in the
principal  amount of  $550,000  (the  "Spinnaker  Note" and the  amounts  now or
hereafter  owing under the  Spinnaker  Note shall  herein be referred to as, the
"Spinnaker Obligations").

     D. The  Lender  Obligations  and the  Spinnaker  Obligations,  whether  now
existing or created after the date hereof, are secured by a security interest in
certain  collateral (all such collateral,  the "Collateral')  under the terms of
the Amended and Restated Security Agreement of even date herewith (the "Security
Agreement")  among  Lenders,  Spinnaker and Borrower.  Lenders' and  Spinnaker's
security  interest in the Collateral is referred to as the "Security



                                       1
<PAGE>

Interest." The Lender Security Agreement is amended and restated pursuant to the
terms of the Security Agreement.

     E. The Lenders Note,  the Security  Agreement  and all other  documents and
instruments  executed by the Borrower in connection with the Lender  Obligations
are referred to  collectively  as the "Loan  Documents." The Spinnaker Note, the
Security  Agreement,  the Purchase  Agreement  between Borrower and Spinnaker of
even date  herewith  (the  "Spinnaker  Purchase  Agreement"),  the common  stock
purchase  warrant  issued to Spinnaker  of even date  herewith  (the  "Spinnaker
Warrant"),  twenty-five shares of the Borrower's Series E Convertible  Preferred
Stock and all other  documents  and  instruments  executed  by the  Borrower  in
connection with the Spinnaker  Purchaser  Agreement are referred to collectively
as the "Spinnaker Documents."

     F. Borrower is seeking  additional  debt  financing of  approximately  $3.5
million from DB Advisors, LLC or its affiliates (the "Subsequent Financing").

     G. As a condition  precedent to funding  under the  Spinnaker  Obligations,
Spinnaker has required that Lenders and Laurus enter into this Agreement setting
forth the relative  rights of Spinnaker,  the Lenders and Laurus with respect to
the Collateral and Laurus Collateral.

          NOW,  THEREFORE,  in  consideration  of the  foregoing  and the mutual
covenants  of the  parties  contained  herein,  and for other good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

          1.   Equal Priority of Interests.
               ---------------------------

               1.1  Priorities; Exercise of Remedies.

                    (a)  Spinnaker, Laurus and the Lenders hereby agree that the
lien of the Laurus  Security  Interest  and the lien of the  Security  Interest,
shall  rank  equally  in  priority,  none  being  subordinate  to  another.  The
priorities  specified in this Agreement are applicable  irrespective of: (i) the
time,  order,  manner  or  method  of  creating,  attaching  or  perfecting  the
respective security interest,  guaranties or liens granted to Spinnaker, Lenders
and Laurus in or with  respect to the  Collateral  and Laurus  Collateral;  (ii)
whether the  Spinnaker,  Lenders or Laurus or any bailee or agent  thereof holds
possession  of any or all of the property or assets of the  Borrower;  (iii) the
time or  manner of filing  Spinnaker's,  the  Lenders'  and  Laurus'  respective
financing  statements;  (iv) the date,  execution or delivery of any  agreement,
document or instrument granting Spinnaker,  Lenders or Laurus security interests
or liens  in or on any of all of  Borrower's  property  or  assets;  and (v) any
provision  of the UCC as adopted by the state of  Washington,  as may be amended
from time to time or other applicable law to the contrary. Spinnaker, Laurus and
the  Lenders  agree that each shall be solely  responsible  for  perfecting  and
maintaining the perfection of its lien in each item  constituting the collateral
in which it has been granted a lien.  Spinnaker,  Laurus and Lenders  agree that
each will not contest the validity,  perfection,  priority or  enforceability of
the  liens  of the  other  in the  Collateral  and  the  Laurus  Collateral,  as
applicable.



                                       2
<PAGE>

                    (b)  Upon default of the Spinnaker  Documents and upon prior
written  notice to  Lenders  and  Laurus,  Spinnaker  may  exercise  any and all
remedies that it may have under the Spinnaker  Documents and/or under applicable
law with respect to the Collateral,  including without  limitation,  sale of the
Collateral  at public or private sale or retention of the  Collateral so long as
the exercise of such remedies is conducted in a commercially  reasonably manner.
In connection  therewith,  Laurus and the Lenders, and each individually,  waive
any and all right to affect the method or challenge the  appropriateness  of any
action of Spinnaker.

                    (c)  Upon  default  of the Loan  Documents  and  upon  prior
written  notice  to Laurus  and  Spinnaker,  Lenders  may  exercise  any and all
remedies that they may have under the Loan Documents and/or under applicable law
with  respect  to the  Collateral,  including  without  limitation,  sale of the
Collateral  at public or private sale or retention of the  Collateral so long as
the exercise of such remedies is conducted in a commercially  reasonably manner.
In connection therewith, Laurus and Spinnaker, and each individually,  waive any
and all right to affect  the  method or  challenge  the  appropriateness  of any
action of Lenders.

                    (d)  Upon  default  of the Laurus  Documents  and upon prior
written  notice to  Lenders  and  Spinnaker,  Laurus  may  exercise  any and all
remedies that it may have under the Laurus Documents and/or under applicable law
with respect to the Laurus Collateral, including without limitation, sale of the
Laurus  Collateral  at  public  or  private  sale  or  retention  of the  Laurus
Collateral  so  long  as  the  exercise  of  such  remedies  is  conducted  in a
commercially reasonably manner. In connection therewith,  Lenders and Spinnaker,
and each individually, waive any and all right to affect the method or challenge
the appropriateness of any action of Laurus.

               1.2  Distributions. Upon any payment or distribution of assets of
the Borrower of any kind or character,  whether in cash, property or securities,
to creditors upon any dissolution or winding-up or total or partial  liquidation
or  reorganization  of the  Borrower,  whether  voluntary or  involuntary  or in
bankruptcy,  insolvency,  receivership or other proceedings  including,  without
limitation,  all amounts  received by Spinnaker,  any Lender and/or Laurus under
and in accordance with Section 1.1 above (each such payment, distribution and/or
amount  is  hereafter  referred  to  as  a  "Collateral  Proceed  Amount"),  all
Collateral  Proceed  Amounts  shall  be paid to each of  Spinnaker,  Laurus  and
Lenders  on  a  pro  rata  basis  in  accordance  with  Borrower's   outstanding
obligations to each of Spinnaker,  Lenders and Laurus  pursuant to the Spinnaker
Documents, the Loan Documents and Laurus Documents, respectively.

               1.3  Treatment  of  Collateral  Proceed  Amounts.   Any  and  all
Collateral  Proceed Amounts received by any of Spinnaker,  the Lenders or Laurus
pursuant to the  provisions of Section 1.1 or 1.2 shall be held in trust for the
benefit of Spinnaker,  the Lenders and Laurus,  and shall be  apportioned  among
Spinnaker,  Lenders and Laurus,  paid over or  delivered to the other party on a
pro rata basis to each in accordance with Borrower's outstanding  obligations to
each of Spinnaker,  Lenders and Laurus pursuant to the Spinnaker Documents, Loan
Documents and Laurus Documents, respectively.

          2.   Notice of Default.  Each of  Spinnaker,  Lenders and Laurus shall
give the others  prompt  notice of default by the Borrower  under the  Spinnaker
Documents,  the Loan



                                       3
<PAGE>

Documents and the Laurus Documents, as applicable, and to the extent such notice
is required to be given to the Borrower under the Spinnaker Documents,  the Loan
Documents  and/or  Laurus  Documents,  as  applicable,  at the same time as such
notice is given to the Borrower.  Except as set forth herein, each of Spinnaker,
Lenders and Laurus hereby waive all other notices of any kind to which the other
may be entitled at any time in connection with Spinnaker's,  Lenders' or Laurus'
financing  arrangements  with the Borrower or the  transactions  contemplated by
this Agreement  other than any and all notices  required under  applicable  law,
including, without limitation, the Uniform Commercial Code.

          3.   Consent of  Borrower.  Borrower  understands  and agrees that the
provisions of this Agreement  define the relative  rights of Spinnaker,  Lenders
and Laurus  with  respect to the  Collateral  and  Laurus  Collateral,  and that
nothing  contained in this Agreement shall impair the unconditional and absolute
obligations of the Borrower under the Spinnaker Documents,  the Laurus Documents
or the Loan Documents.  By joining in the execution of this Agreement,  Borrower
acknowledges, agrees, and consents to all of the provisions hereof.

          4.   Consent of Laurus.  Laurus hereby consents to Lenders'  financing
of Borrower  pursuant to the Securities  Purchase  Agreement and Loan Documents.
Laurus hereby  consents to the Food  Production  Agreement dated as of and as in
effect on  December  1, 2002,  as it may be amended  from time to time,  between
Borrower and FFG and any and all actions contemplated thereunder,  including but
not limited to,  closure of Borrower's  central  kitchens,  the transfer of such
activities to Lenders,  the transfer of any equipment,  materials or other items
in  connection  with the  closure of the central  kitchens,  the  subleasing  or
assignment  of any of  Borrower's  leases  for  such  facilities,  and all  such
agreements  required to  accomplish  such  actions.  In addition,  Laurus hereby
consents  to  Spinnaker's  financing  of  Borrower  pursuant  to  the  Spinnaker
Documents and all such other documents and transactions  contemplated thereunder
in each case as in effect on the date hereof.

          5.   Consent  of  Lenders.   Lenders  hereby  consent  to  Spinnaker's
financing of Borrower  pursuant to the Spinnaker  Documents and all transactions
and the execution of any additional documents contemplated thereunder, including
but not limited to the Spinnaker Purchase Agreement and issuance of the Series E
Convertible Preferred Stock and Spinnaker Warrant.  Lender hereby waives any and
all  terms,  covenants  or  provisions  contained  in the  Series D  Convertible
Preferred  Stock,  warrants  issued to Lenders or Loan  Documents  necessary  to
permit the completion of Spinnaker's  financing  without  resulting in a default
under the Loan  Documents.  Lender  hereby  excludes (x) from the  definition of
Additional  Stock  contained  in the  designation  of the  Series D  Convertible
Preferred Stock the shares of Series E Convertible  Preferred Stock to be issued
to  Spinnaker  pursuant to the  Spinnaker  Documents  and shares of common stock
issuable  thereunder,  and (y) from the definition of Additional Stock contained
in the warrant issued to Briazz  Venture,  L.L.C. on March 6, 2003 the Spinnaker
Warrant and shares of common stock issuable thereunder, and the shares of Series
E Convertible Preferred Stock and shares of common stock issuable thereunder.

          6.   Laurus'  Right to  Receive  Interest  Payments.  Pursuant  to the
Allonge to the  Existing  Note dated as of February  26,  2003 (the  "Allonge"),
Laurus  acknowledges  that so long as no default shall have  occurred  under the
Laurus Documents,  during the period



                                       4
<PAGE>

commencing  on the date hereof and ending on the earlier of (i) June 30, 2003 or
(ii) the first business day of the month following the closing of the Subsequent
Financing,  Borrower shall only be required to make interest payments in respect
of the Laurus Obligations. On and after such date or earlier upon the occurrence
of a default  under the  Laurus  Documents,  Borrower  shall make  interest  and
principal  payments in respect of the Laurus  Obligations in accordance with the
terms of the  Existing  Note as amended,  including,  but not limited to, by the
Allonge.  The terms of this  Section  6 shall not be deemed an event of  default
under the Laurus Documents.  In the event that,  notwithstanding  the foregoing,
any payment  shall be received by Laurus when such payment is prohibited by this
Section 6, the pro rata portions of such payment  attributable  to Spinnaker and
Lenders  shall be held in trust for the  benefit  of,  and shall be paid over or
delivered  to,  Spinnaker  and the Lenders,  respectively,  in  accordance  with
Section 1.2. Laurus further  acknowledges that it may not request any conversion
of all or part of the Existing Note into the equity of Borrower under the Laurus
Obligations  until the  earlier of (i) June 30,  2003 or (ii) the closing of the
Subsequent  Financing.  All parties  also  acknowledge  and agree that until all
amounts  outstanding on the Lenders Note and the Spinnaker Note have been repaid
in full,  Borrower  shall not be required to make any principal  payments on the
Existing Note except for principal payments made solely in the form of shares of
Borrower's  Common  Stock,  if such  payments are permitted to be made in Common
Stock pursuant to the terms and conditions of the documents governing the Laurus
Obligations; provided, however, if such payments are not permitted to be made in
Common Stock,  Borrower  remains  obligated to make such  principal  payments in
cash.

          7.   Miscellaneous Provisions.
               ------------------------

               7.1  Binding  Effect.  The provisions of this Agreement  shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs,  successors,   and  assigns.  Each  party  shall  notify  its  respective
transferees  or assignees  that this  Agreement  is in effect.  Each party shall
notify the other in writing of any such assignment or transfer.

               7.2  Waiver.  Failure  of  any  party  at  any  time  to  require
performance  of any  provision  of this  Agreement  shall not limit such party's
right to  enforce  such  provision,  nor shall any  waiver of any  breach of any
provision of this Agreement constitute a waiver of any succeeding breach of such
provision or a waiver of such provision itself.

               7.3  Amendment.  This  Agreement  may not be  modified or amended
except by the written  agreement  of the  parties.  No  attempted  waiver of any
provision of this Agreement shall be binding unless in writing and signed by the
party to be bound.

               7.4  Attorneys'  Fees.  In the  event a suit,  action,  or  other
proceeding of any nature  whatsoever,  including any  proceeding  under the U.S.
Bankruptcy Code, is instituted in connection with any controversy arising out of
this Agreement or to interpret or enforce any rights  hereunder,  the prevailing
party  shall be  entitled  to  recover  from the  losing  party its  attorneys',
paralegals',  accountants',  and other experts' fees and all other fees,  costs,
and expenses actually incurred and reasonably necessary in connection therewith,
as determined  by the court at trial or on any appeal or review,  in addition to
all other amounts provided by law.



                                       5
<PAGE>

               7.5  Severability.  If any term or provision of this Agreement or
the  application  thereof to any person or  circumstance  shall to any extent be
held  invalid  or  unenforceable,  the  remainder  of  this  Agreement  and  the
application  of such term or  provision to persons or  circumstances  other than
those as to which it is held  invalid  or  unenforceable  shall not be  affected
thereby,  and each  term or  provision  of this  Agreement  shall  be valid  and
enforceable to the fullest extent permitted by law.

               7.6  Integration.  This Agreement  contains the entire  agreement
and understanding of the parties with respect to the subject matter hereof,  and
supersedes all prior and  contemporaneous  agreements among them with respect to
such matters, including, but not limited to, the Creditor Agreement.

               7.7  Notices.  Notices under this  Agreement  shall be in writing
and shall be  effective  when  actually  delivered,  by facsimile or by personal
delivery,  or three (3) days after being  deposited in the United  States Mails,
certified, return receipt requested,  directed to the other party at the address
set forth below,  or to such other  address as the party may indicate by written
notice:

     If to Borrower:      BRIAZZ, Inc.
                          3901 7th Avenue South, Suite 200
                          Seattle, Washington  98108
                          Attention: Victor D. Alhadeff, Chief Executive Officer
                          Facsimile: (206) 467-1970

     If to Spinnaker:     Spinnaker Investment Partners L.P.
                          56 John Street
                          Southport, Connecticut 06890
                          Attention:  Charles C. Matteson, Jr.
                          Telephone:  (203) 259-6661
                          Facsimile:  (203) 255-8828

     If to Lenders:       Flying Food Group, L.L.C.
                          212 North Sangamon, Suite 1-A
                          Chicago, Illinois  60607
                          Attention: David Cotton
                          Facsimile: (312) 243-5088

     If to Laurus:        Daniel M. Laifer, Esq.
                          152 West 57th Street, 4th Floor
                          New York, New York 10019
                          Facsimile: (212) 541-4434



               7.8  Governing  Law.  This  Agreement  shall be  governed  by and
construed in accordance with the laws of the state of New York.



                                       6
<PAGE>

               7.9  Inconsistent  Provisions.  In the event of any inconsistency
between the  provisions of this  Agreement  and the  provisions of the Spinnaker
Documents, the provisions of the Laurus Documents, or the provisions of the Loan
Documents,  the provisions of this Agreement  shall control and shall be binding
upon the parties hereto.

               7.10 Construction and  Interpretation.  The headings or titles of
the sections of this Agreement are intended for ease of reference only and shall
have no effect whatsoever on the construction or interpretation of any provision
of this Agreement. All provisions of this Agreement have been negotiated at arms
length and this  Agreement  shall not be  construed  for or against any party by
reason  of  the  authorship  or  alleged  authorship  of any  provision  hereof,
notwithstanding that each party may have signed a separate signature page.

               7.11 Counterparts.  This Agreement may be executed in one or more
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument,  notwithstanding that one or more parties may have signed a separate
signature page.





      [Remainder of page intentionally left blank; signature page follows]








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<PAGE>


     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

LAURUS:                                Laurus Master Fund, Ltd
                                       A Cayman Islands company

                                       By:  /s/ David Grin
                                            -----------------------------------
                                       Title:
                                              ---------------------------------

BORROWER:                              Briazz, Inc., a Washington corporation

                                       By:    /s/ Victor D. Alhadeff
                                            -----------------------------------
                                       Title: CEO
                                              ---------------------------------

LENDERS:                               Flying Food Group LLC
                                       By:   New Management, Ltd., its Manager

                                             By:  /s/ David L. Cotton
                                                  -----------------------------
                                             Its: Chief Financial Officer
                                                  -----------------------------

                                       Briazz Venture, LLC

                                             By:  /s/ David L. Cotton
                                                  -----------------------------
                                             Its: Chief Financial Officer
                                                  -----------------------------

SPINNAKER:                             Spinnaker Investment Partners, L.P.
                                       By:   Spinnaker Capital Partners, LLC,
                                                its General Partner

                                             By:  /s/ Charles C. Matteson, Jr.
                                                  -----------------------------
                                             Its: Manager
                                                  -----------------------------




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</TEXT>
</DOCUMENT>
