BRIAZZ INC
EXHIBIT 10.28
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<TYPE>EX-10.28
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<FILENAME>v92289exv10w28.txt
<DESCRIPTION>EXHIBIT 10.28
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                                                                   EXHIBIT 10.28

[LAURUS FAMILY OF FUNDS LOGO]

July 31, 2003

Via Telecopier (206) 613-0500

Victor Alhadeff, CEO
BRIAZZ, INC.
3901 7th Ave South, Suite 200
Seattle, WA 98108

Re: DB Financing

Dear Victor:

         This will confirm the understanding of BRIAZZ, INC. ("Briazz") and
Laurus Master Fund, Ltd. ("Laurus") with respect to certain amendments, waivers
and consents provided by Laurus herein pursuant to the Securities Purchase
Agreement dated June 18, 2002 (the "Agreement") and the Note, Security Agreement
and Warrant made pursuant to the Agreement, each as amended through the date
hereof, the additional Warrant issued by Briazz to Laurus dated December 2,
2002, and the Agreement Between Creditors entered into between Briazz, Laurus,
Flying Food Group, L.L.C. and any of its affiliates, including but not limited
to Briazz Venture, L.L.C., and Spinnaker Investment Partners, L.P. dated April
10, 2003 (collectively, the "Loan Documents"). Capitalized terms used but not
defined herein have the meanings given them in the Agreement.

         It is our understanding that Briazz executed and delivered a securities
purchase agreement with DB Advisors, LLC and other investors on May 28, 2003
providing for an investment in Briazz by DB Advisors, LLC and other investors
(the "DB Financing"). In consideration for the amendments described below,
Laurus consents to the DB Financing and the transactions contemplated therein.

         The Loan Documents are amended as follows:

                  1.       The Note is amended as set forth in Exhibit A.

                  2.       Upon closing of the DB Financing, the Agreement
                           Between Creditors is superceded and replaced in its
                           entirety with the Intercreditor Agreement as set
                           forth in Exhibit B hereto.

                  3.       Provided that the DB Financing closes by August 1,
                           2003, Laurus agrees to execute and become a party to
                           any registration rights agreement entered into
                           between Briazz and the investors in the DB Financing,
                           if permitted to do so under the terms of such
                           agreement. Upon Laurus becoming a party to any such
                           agreement, Section 9 of the Agreement (excluding
                           Section 9.4 thereto) will terminate without any
                           requirement for further action by Laurus or Briazz.

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                  4.       The prepayment penalty provisions of Section 8.5 of
                           the Agreement will not apply to any payment made in
                           accordance with the Note as amended by Exhibit A;
                           provided, however, that such prepayment penalty
                           provisions will apply to the initial payment of
                           $300,000 pursuant to Section 2.1(a) of the Note as
                           amended by Exhibit A. The penalty will be paid out in
                           twelve equal installments as a portion of the Monthly
                           Payment (as defined in the Note).

         In addition, Laurus hereby waives the application of Section 10 of the
Agreement with respect to the securities to be issued in the DB Financing,
including the securities to be issued to Briazz management as part of the DB
Financing. Laurus consents to the Briazz amended and restated bylaws as filed
with the Briazz Form 10-K for the year ended December 29, 2002.

                                             Very truly yours,

                                             Laurus Master Fund, Ltd.

                                             By: /s/ Eugene Grin
                                                -------------------------
                                             Name: Eugene Grin

Accepted:

BRIAZZ, INC.

By: /s/ Victor D. Alhadeff
   ---------------------------------
Name: Victor D. Alhadeff


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