BRIAZZ INC
EXHIBIT 10.11
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>5
<FILENAME>v92289exv10w11.txt
<DESCRIPTION>EXHIBIT 10.11
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.11

                               SUBLEASE AGREEMENT

         THIS sublease is entered into the undersigned day, by and between
BRIAZZ, INC., a Washington corporation ("Briazz"), and NORSTAR SPECIALTY FOODS
INC., a Washington corporation ("NorStar"), or collectively referred to as
"parties".

         1.       DEMISED PREMISES. Briazz lets to NorStar and NorStar hires
from Briazz the following described premises: approximately 22,132 square feet
of warehouse, production and office space on the ground floor of real property
commonly known as 3901 7th Avenue South, Seattle, Washington, to be used for
general office use, warehousing, food storage and preparation and distribution
of food products. Attached hereto and incorporated herein as EXHIBIT A, is a
legal description of the leasehold premises. Briazz will continue occupying
under its lease the upstairs office space and 3,072 square feet of warehouse
space. Attached hereto and incorporated herein as EXHIBIT B, is a drawing
describing the first floor space to be occupied by NorStar and warehouse space
to be occupied by Briazz.

         2.       TERM. The term of this sublease shall commence on March 1,
2003 and expire on October 30, 2006.

         3.       PAYMENT OF RENT. Commencing March 1, 2003 through February 28,
2005, the monthly rent shall be $12,000. Commencing March 1, 2005 through
October 30, 2006, the monthly rent shall be $14,000.

         4.       MASTER LEASE. The parties acknowledge there is a master lease
dated November 1, 1993, and amended on April 25, 1996, between Andover
Investment Company, a Washington general partnership, as lessor, and Stusser
Electric Company, a Washington corporation, as lessee. The positions, rights and
duties of Andover Investment Company have been assumed by JSB Properties, LLC, a
Washington limited liability company ("JSB"). The position, rights and duties of
Stusser Electric Company have been assigned to and assumed by Consolidated
Electrical Distributors, Inc. ("CED").

         5.       PRIOR SUBLEASE.

                  5.1      PRIOR SUBLEASE. Briazz is the lessee of the property
under a prior sublease dated February 6, 1998, between Stusser Electric Company
as sublessor, and Briazz as sublessee.

                  5.2      CONTINGENCIES. The position, rights and duties of
Stusser Electric Company have been assigned to and assumed by CED. This sublease
agreement is contingent upon Briazz obtaining all necessary approvals of this
sublease and all of NorStar's rights hereunder.

                  5.3      PERFORMANCE OF SUBLEASE. Briazz will timely perform
all of the terms, conditions and obligations as sublessee under its sublease
agreement with CED.

                  5.4      BRIAZZ' PERFORMANCE OF OBLIGATIONS. Briazz shall hold
NorStar free and

SUBLEASE AGREEMENT - 1

<PAGE>

harmless of and from all liability, judgments, costs, damages, claims or
demands, including reasonable attorneys' fees, arising out of Briazz' failure to
comply with or perform its obligations under its sublease agreement with CED.

                  5.5      BRIAZZ TO MAINTAIN SUBLEASE. Briazz shall maintain
the existing sublease with CED in full force during the term. Briazz shall not
do, or fail to do, anything that would result in a breach of that sublease
agreement. Briazz will indemnify, defend, and hold NorStar free and harmless of
and from all liability, judgments, costs, damages, claims or demands arising out
of Briazz' failure to comply with or perform Briazz' obligations under its
sublease. Briazz shall take all steps necessary to preserve its rights as
sublessee under its sublease and to cause CED to perform its obligations
thereunder.

                  5.6      SUBLEASE WARRANTIES. Briazz represents to NorStar
that its sublease is in full force and effect and that no default exists on the
part of any party to that sublease. Briazz warrants that nothing in its sublease
conflicts with NorStar's rights under this separate sublease.

                  5.7      IN THE EVENT OF A BRIAZZ DEFAULT WITH CED. In the
event that CED notifies both Briazz and NorStar in writing that Briazz is in
default under its sublease with CED, NorStar shall commence paying directly to
CED any rent or operating expenses that become due under this sublease from and
after actual receipt of such notice. Any payments made or expenses incurred in
so doing shall be offset against rent and operating expenses due by NorStar to
Briazz under this sublease. Any payments made by NorStar to CED as rent or
operating expenses under this section shall also be treated by CED as payments
made by Briazz on rents or operating expenses due by Briazz to CED under the
Briazz-CED sublease (Exhibit D). In the event of an early termination of
Briazz's sublease with CED, CED agrees to sublease the Premises to NorStar under
the terms  of the attached Exhibit E.


         6.       RENT AND SECURITY DEPOSIT. There shall be no security deposit.
NorStar agrees to pay the first month's rent upon the lease signing and approval
of this sublease by JSB and CED.

         7.       TITLE, AUTHORITY AND QUIET ENJOYMENT.

                  7.1      TITLE AND AUTHORITY. Briazz warrants to NorStar that
it has the right to sublease the property to NorStar on the terms set forth
herein and to perform its obligations hereunder. NorStar warrants to Briazz that
it has all requisite right, power, and authority to enter into this sublease and
to perform its obligations hereunder. Each party shall provide the other party
with reasonably satisfactory evidence of its authority to enter into this
sublease upon request.

                  7.2      QUIET ENJOYMENT. Briazz covenants to NorStar that, so
long as NorStar is not in default under this sublease beyond any applicable cure
period, NorStar shall have quiet enjoyment of the property and all the rights
granted hereunder without interference by Briazz, anyone acting by, through or
under Briazz, or anyone having title or any lien or interest paramount to
Briazz.

         8.       ACCESS AND PARKING. Throughout the term, Briazz shall provide
NorStar a reasonable nonexclusive vehicular access to the property. Briazz shall
also make available for NorStar's exclusive use at minimum thirty parking spaces
in the existing paved parking lot.

         9.       Trade FIXTURES AND PERSONAL PROPERTY. As part and parcel of
entering into the sublease agreement, Briazz agrees to sell and NorStar agrees
to purchase all existing trade fixtures, equipment and personal property
installed in or attached to the property being subleased to NorStar, together
with certain food processing equipment, shelving, furniture and other personal
property for the aggregate sum of $100,000. Upon execution of the sublease
agreement and receipt by Briazz of funds totaling $100,000 such fixtures,
equipment and personal property shall be transferred to NorStar free and clear
of any and all liens or encumbrances and become the property of NorStar.

SUBLEASE AGREEMENT - 2

<PAGE>

Upon termination of the sublease NorStar shall surrender possession of the
property to Briazz in broom clean condition, ordinary wear and tear excepted. At
NorStar's option, it may either leave in place those preexisting fixtures or
remove the fixtures stored, attached to or installed at the subject property,
provided NorStar repairs all damage to the property occasioned by such removal.

         10.      COMPLIANCE WITH LAWS. Briazz warrants that as of the
commencement date of the sublease agreement, the property did not violate any
currently existing applicable statutes, rules, regulations, orders, restrictions
of record, or building code regulation or ordinance. In the event that this
warranty has been violated, then it shall be Briazz' obligation, after written
notice from NorStar, to promptly, at Briazz' sole cost and expense, to rectify
any such violation.

         11.      PERSONAL PROPERTY TAXES. NorStar shall pay prior to
delinquency all personal property taxes assessed during the term of this
sublease upon NorStar's fixtures, furnishings, equipment and stock in trade and
upon any other personal property or improvements of Briazz that are transferred
to NorStar. NorStar shall indemnify and hold Briazz harmless from any such taxes
and shall immediately cause the same to be satisfied and removed of record.

         12.      UTILITIES. NorStar shall transfer the billing of all utilities
to its name and shall pay for all separately metered charges for garbage,
electricity, gas, water and the sewer serving the property. To the extent any
utilities are not separately metered, NorStar shall pay to Briazz an amount
equal to the total billed cost of the utility less an amount estimated as the
Briazz cost. The amount estimated as the Briazz cost shall be the product of the
standard Briazz unit consumption of each respective utility times the billing
rate per unit as shown on the utility bill. To determine the standard Briazz
unit consumption, NorStar shall retain a licensed electrician and a licensed
plumber to perform calculations of the estimated usage by Briazz of electricity,
water and gas, taking in account seasonal requirements. The parties agree to use
such calculations as the basis to negotiate and agree upon the standard Briazz
unit consumption of each utility. NorStar shall pay such shared utilities within
fifteen (15) days after Briazz provides NorStar notice of the amounts due,
accompanied by the statements and invoices indicating such amounts.

         13.      OPERATING EXPENSES.

                  13.1     PROPORTIONATE SHARE OF CHARGES. Briazz is charged
operating expenses that it pays pursuant to its sublease agreement with CED.
Pursuant to that sublease, Briazz pays its share of operating expenses after
being provided notice of the amounts due for common area electricity, fire,
sprinkler, water and service, real property taxes and insurance costs.

                  13.2     NORSTAR'S SHARE. NorStar's share of the charges due
under this paragraph consisting of common area electricity, fire, sprinkler,
water and service, real property taxes and insurance costs, also referred to as
"operating expenses", shall be 70.68% of those operating expenses that are
allocated to Briazz pursuant to its sublease agreement with CED. NorStar shall
pay

its share of operating expenses to Briazz within fifteen (15) days after Briazz
provides NorStar notice

SUBLEASE AGREEMENT - 3

<PAGE>

of the amounts due, accompanied by the statements and invoices indicating such
amounts.

         14.      MAINTENANCE AND REPAIR. NorStar agrees to keep the premises in
good order, condition and repair, and NorStar shall maintain, but shall not be
obligated to replace any plumbing, heating, air-conditioning, ventilating, and
electrical facilities located at the property, provided however, that NorStar
shall be obligated to repair any damage caused by it to said facilities. The
parties further acknowledge issues and responsibilities of maintenance and
repair are addressed in paragraph 14 of the sublease agreement between CED and
Briazz, as well as in the master lease agreement now between JSB and CED.

         15.      NORSTAR'S IMPROVEMENTS AND ALTERATIONS.

                  15.1     WRITTEN CONSENT. Upon execution of this agreement,
NorStar shall be allowed to upgrade the existing electrical which will include
installation of additional electrical circuits; install a compressed air line;
expand the existing floor drains from circular drains to trench drains; erect an
entry wall and double swinging doors to separate the production area from the
dressing area; and paint and repair the entry area, bathrooms, dressing area and
breakroom. Other than aforesaid improvements, NorStar shall not, without Briazz'
prior written consent, which consent shall not be unreasonably withheld, except
for any nonstructural alterations, improvements or additions, make any
alterations, additions or utility installations in, on or about the premises. In
any event, NorStar shall make no change or alteration to the exterior of the
building without Briazz' prior written consent, which consent shall not be
unreasonably withheld. As used in this paragraph, the term "utility
installation" shall mean carpeting, window coverings, air lines, power panels,
electrical distribution systems, lighting fixtures, space heaters,
air-conditioning, plumbing and fencing. Provided Briazz receives written notice
of any alteration or addition and has expressly reserved the right at the time
of installation, Briazz may require that NorStar remove any or all of said
alterations, improvements, additions or utility installations at the expiration
of the term and restore the premises to its prior condition. Should NorStar make
any alterations, improvements, additions or utility installations without the
prior approval of Briazz, Briazz may require that NorStar remove any or all of
the same.

                  15.2     COMPLIANCE WITH LAWS. NorStar shall comply with any
and all applicable laws, ordinances, rules, or regulations of any governmental
entity having jurisdiction over the property relating to the design and
accomplishment of any and all alterations and improvements. NorStar shall
perform all alterations and improvements in a good and workmanlike manner.

                  15.3     LIENS. NorStar shall not permit any liens to be filed
against the property for material delivered to the property, or for labor or
other services performed on or with respect to the property at the request of
NorStar, or in any way arising from or related thereto.

         16.      NORSTAR'S SIGNS. NorStar shall have the right to place signs
on the property. All signs shall be subject to local codes and regulations. At
the termination of this sublease, NorStar shall remove any signs it installs,
and if any damage should occur, NorStar shall make all necessary

SUBLEASE AGREEMENT - 4

<PAGE>

repairs to the same or similar condition as it was in at the start of this
sublease, reasonable wear and tear excepted.

         17.      RIGHT OF FIRST REFUSAL TO LEASE. NorStar shall have the right
of first refusal to lease the remaining property that Briazz will continue to
occupy pursuant to its sublease agreement with CED. If Briazz desires to
sublease, assign, or otherwise allow an unaffiliated third party to occupy any
portion of Briazz' remaining leasehold space that it continues to occupy after
entering into this sublease agreement, then Briazz shall notify NorStar in
writing of such fact, and shall include with such notice a copy of the written
agreement governing such occupancy (the "offer"). NorStar may then elect to
lease such space upon the terms and conditions of the offer, by written notice
given to Briazz within thirty (30) days after NorStar's receipt of the offer. If
NorStar does not exercise its rights with regard to Briazz' specific offer, such
election shall not constitute a waiver of NorStar's right with respect to any
subsequent offers, and Briazz must give NorStar a similar right of refusal
regarding any offer containing terms different from any previous offer presented
to NorStar.

         18.      INSURANCE. NorStar shall procure and maintain throughout the
term and any extension thereof, a policy of combined single limit bodily injury
and property damage insurance in the amount of $1 million applicable to the
leasehold premises insuring Briazz against any liability generally insured
against under such policies. NorStar shall name Briazz as an additional insured,
and provide Briazz with sixty (60) days written notice of cancellation,
non-renewal or major changes in terms and conditions of insurance coverage.
NorStar shall provide a certificate of insurance evidencing required insurance
coverage to Briazz. NorStar may provide such insurance under a blanket policy of
insurance, and all such insurance shall be maintained with an insurance carrier
with a Best's Key Rating Guide of at least A-: VIII..

         19.      HAZARDOUS SUBSTANCES.

                  a.       Hazardous Substances. The term "Hazardous
Substances," as used in this sublease, shall include, without limitation,
flammables, explosives, radioactive materials, asbestos polychlorinated
biphenyls (PCB's), chemicals known to cause cancer or reproductive toxicity,
pollutants, contaminants, hazardous wastes, toxic substances or related
materials, petroleum and petroleum products, and substances declared to be
hazardous or toxic under any law or regulation now or hereafter enacted or
promulgated by any government authority.

                  b.       Sublessee's Restrictions. NorStar shall not cause or
permit its employees, agents, or invitees to cause:

                           (1)      Any violation of any federal, state, or
local law, ordinance, or regulation now or hereafter enacted, related to
environmental condition on, under, or about the Property, or arising from
NorStar's use o occupancy of the property, including, but not limited to soil
and ground water conditions; or

                           (2)      The use, generation, release, manufacture,
refining, production, processing, storage, or disposal of any Hazardous
Substances on, under, or about the property, or the transportation to or from
the property of any Hazardous Substances, except for the incidental use of
substances in the ordinary course of conduct of NorStar's business.

                  c.       Environmental Clean-Up.

SUBLEASE AGREEMENT - 5
<PAGE>

                           (1)      NorStar shall, at NorStar's own expense,
remedy any violation of laws regulating the use, generation, storage,
transportation, or disposal of Hazardous Substances ("Laws"), but only if such
violations are committed by NorStar, its agents, representatives, or invitees.

                           (2)      NorStar shall promptly notify Briazz if
NorStar knows that any release of a Hazardous Material has come or will come to
be located on or beneath the Property. If the release of a Hazardous Material is
required to be reported to a state or local agency pursuant to law and the
release was caused by NorStar, and NorStar knowingly and willfully fails to
provide such notice to Briazz, then at Briazz's option such failure to provide
notice shall constitute a material default under this sublease which can be
cured only if NorStar promptly commences and removes or otherwise takes remedial
action with respect to the Hazardous Material release. In any event, NorStar
shall be liable to Briazz for all actual damages incurred by Briazz resulting
from the failure of NorStar to give the notice required by the section.

                           (3)      NorStar shall, at NorStar's own expense,
make all submissions to, and comply with all requirements of, all governmental
authorities (the "Authorities") under the Laws, but only to the extent the same
relate to Hazardous Substances present on the property because of a violation by
NorStar of this section. In addition, NorStar will provide all information
relating to NorStar's use and storage of Hazardous Material required by the
Authorities under the Laws.

                           (4)      Should an Authority or any third party
demand that a clean-up plan be prepared and that a clean-up be undertaken
because of any deposit, spill, discharge or other release of Hazardous
Substances that occurs during the term of this sublease, at or from the property
and which arises from NorStar's use or occupancy of the property, then NorStar
shall, at NorStar's own expense, prepare and submit the required plans and all
related bonds and other financial assurances and NorStar shall carry out all
such clean-up plans.

                           (5)      NorStar shall promptly provide all
information regarding the use, generation, storage, transportation, or disposal
of Hazardous Substances that is requested by Briazz. If NorStar fails to fulfill
any duty imposed under this paragraph within a reasonable time, Briazz may do
so; and in such a case, NorStar shall cooperate with Briazz in order to prepare
all documents Briazz deems necessary or appropriate to determine the
applicability of the Laws to the property and NorStar's use thereof, a d for
compliance therewith, and NorStar shall execute all documents promptly upon
Briazz's request. No such action by Briazz and no attempt made by Briazz to
mitigate damages under any Law shall constitute a waiver of any of NorStar's
obligations under this paragraph.

                           (6)      Briazz shall have the right to inspect the
property at reasonable times to assure compliance by NorStar with the terms of
this section.

                           (7)      NorStar's obligations and liabilities under
this paragraph c shall survive the expiration of this sublease.

                  d.       Sublessee's Indemnity.

                           (1)      NorStar shall indemnify, defend, and hold
harmless Briazz and its officers, directors, shareholders, partners, affiliates,
agents, and employees from any and all liability, expense, fines, or other
claims of any character whatsoever, as well as any and all costs associated
therewith (including without limitation reasonable attorneys' and consultants'
fees and expenses) arising out of or in any way connected with any deposit,
spill, discharge, or other release of

SUBLEASE AGREEMENT - 6
<PAGE>

Hazardous Substances, or the claimed violation of any Laws, which arises at any
time from NorStar's use or occupancy of the property, or from NorStar's failure
to provide all information, make all submissions, and take all steps required by
all Authorities under the Laws and all other environmental laws in relation to
NorStar's occupancy of the property.

                           (2)      NorStar's obligations and liabilities under
this paragraph d shall survive the expiration of this sublease.

                  e.       Sublessor's Indemnity. Briazz shall indemnify,
defend, and hold harmless NorStar and its officers, directors, shareholders,
partners, affiliates, agents, and employees from any and all liability, expense,
fines, or other claims of any character whatsoever, as well as any and all costs
associated therewith (including without limitation reasonable attorneys' and
consultants' fees and expenses) arising out of or in any way connected with any
deposit, spill, discharge, or other release of Hazardous Substances, or the
claimed violation of any Laws, which arises from facts existing prior to the
commencement date, or which arise at any time from the acts or omissions of
Briazz or any third party (other than, NorStar, its agents, representatives, or
invitees), and NorStar shall have no liability with respect thereto regardless
of any contrary implication of other language contained in this section.

                  f.       Sublessee's Additional Remedy. If the property is now
or hereafter becomes contaminated with Hazardous Substances not caused by
NorStar and if such contamination or the investigation or remediation thereof
materially interferes with NorStar's use of the property or rights under this
sublease, then NorStar may, in addition to its other remedies, terminate this
sublease upon written notice to Briazz.

         20.      INDEMNITY. Except for any act, omission, fault or negligence
of Briazz or Briazz's agents, employees, representatives or invitees, NorStar
shall indemnify and hold harmless Briazz from and against any and all claims of
third parties arising from NorStar's use of the premises, or from the conduct of
NorStar's business, or from any activity, work or things done, permitted or
suffered by NorStar in or about the premises; and NorStar shall further
indemnify and hold harmless Briazz from and against any and all claims arising
from any negligence of NorStar or any of NorStar's agents, contractors, or
employees, and from and against all costs, attorney's fees, expenses and
liabilities incurred in the defense of any such claim or any action or
proceeding brought thereon; and in case any action or proceeding be brought
against Briazz by reason of any such claim, NorStar upon notice from Briazz
shall defend the same at NorStar's expense.

         21       DAMAGE BY CASUALTY. The rights and remedies of the parties
upon damage or destruction to the property shall be the same as set forth in
section 8 of the master lease agreement dated November 1, 1993, now by and
between JSB and CED.

         22.      CONDEMNATION. The rights and remedies of the parties upon
condemnation of the property shall be the same as set forth in section 13 of the
master lease agreement dated November 1, 1993, now by and between JSB and CED.

         23.      ASSIGNMENT AND SUBLETTING. Notwithstanding anything to the
contrary in the master lease agreement dated November 1, 1993 now between JSB
and CED, and that sublease agreement dated February 6, 1998 now between Stusser
Electric Company and Briazz, NorStar shall not

SUBLEASE AGREEMENT - 7
<PAGE>

sublease any portion of the property or assign any or all of its interests
therein without the prior written consent of Briazz, which Briazz shall not
unreasonably withhold.

         24.      DEFAULT AND REMEDIES. The rights and remedies of the parties
upon default hereunder shall be the same as set forth in section 12 of the
master lease agreement dated November 1, 1993, now by and between JSB and CED.
The parties agree that NorStar shall not be deemed to have abandoned the
property, so long as it continues to pay rent.

         25.      CONSENTS. Briazz shall obtain and provide NorStar with
consents to the sublease and non-disturbance agreements substantially in the
form of attached EXHIBITS C AND D from all parties holding an interest senior to
Briazz, or by those holding a senior position agreeing not to disturb or
diminish NorStar's right to quiet enjoyment or possession of the property, so
long as NorStar is not in default hereunder past any applicable cure date.
Senior interest holders include JSB and CED.

         26.      ESTOPPEL CERTIFICATE. Whenever requested in writing by the
other party, Briazz or NorStar shall execute and deliver within fourteen (14)
days after receipt thereof, an estoppel certificate or other form of
acknowledgment as to the commencement date, the status and validity of this
sublease, the state of the rental, any default by the other party alleged by the
party providing the certificate, and such other information as may be reasonably
required.

         27.      NOTICES. All written notices required under this sublease
shall be sent by personal delivery, telephone facsimile transmission, or by
certified or registered mail with return receipt requested, express courier
delivery service.

         28.      RIGHTS OF SUCCESSORS. Subject to any express restrictions
contained in any other provision of this sublease, all rights and obligations
under this sublease shall bind and inure to the benefit of the parties hereto
and their successors and assigns.

         29.      ATTORNEYS' FEES. If either party to this sublease is required
to obtain legal counsel as a result of a default by the other party in any way
connected with this sublease, the prevailing party in such dispute shall be
entitled to reasonable attorneys' fees, litigation expenses, statutory costs
from the non-prevailing party, including attorneys' fees and costs on any
appeal.

         30.      NON-WAIVER. No delay or failure by either party to exercise
any right under this instrument, and no partial or single exercise of that
right, shall constitute a waiver of that or any other right, unless otherwise
expressly provided herein.

         31.      HEADINGS. Headings in this sublease are for reference and
convenience only and shall not be used to interpret or construe its provisions.

         32.      COUNTERPARTS. This sublease may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

SUBLEASE AGREEMENT - 8
<PAGE>

         33.      ENTIRE AGREEMENT. This agreement supersedes all agreements
previously made between the parties relating to its subject matter. There are no
other understandings or agreements between them, except as otherwise provided
herein. No change in the provisions of this sublease shall be effective unless
made in writing and signed by the parties to this sublease.

         34.      BROKERAGE COMMISSION. Briazz and NorStar warrant to each other
that they have dealt with no other real estate brokers in connection with this
transaction other than Llewellyn Real Estate, Inc. Briazz shall be responsible
to pay the commission to Llewellyn Real Estate in the amount of 2.5% of the
gross lease amount under this sublease.

         35.      CONSTRUCTION. Briazz and NorStar have participated equally in
the negotiation of this sublease. This sublease shall be construed without
regard to which party drafted any particular clause under consideration.

SUBLESSOR:                              SUBLESSEE:

BRIAZZ, INC.                            NORSTAR SPECIALTY FOODS, INC.

By: /s/ Victor D. Alhadeff              By: /s/ Gerald D. Isaac
   ---------------------------------       -------------------------------------
       Victor D. Alhadeff, CEO          Gerald D. Isaac, Chief Executive Officer

Date: April 22, 2003                    Date: April 22, 2003

         The undersigned hereby consents to the terms of the foregoing sublease
between Briazz and NorStar.

JSB PROPERTIES, LLC
a Washington limited liability company

By: /s/ Brad Spear
   -----------------------------------

Name/Title: Brad Spear, Member/Manager

Date: 5/13/03

SUBLEASE AGREEMENT - 9
<PAGE>

         The undersigned hereby consents to the terms of the foregoing sublease
between Briazz and NorStar.

CONSOLIDATED ELECTRICAL
DISTRIBUTORS, INC.

By: /s/ Thomas A. Lullo
   ---------------------------------------
Name/Title: Thomas A. Lullo Vice President

Date: May 23, 2003

State of Washington )
                     : ss
County of King      )

         On this 22nd day of April, 2003, before me, the undersigned, a Notary
Public in and for the state of Washington, duly commissioned and sworn,
personally appeared Victor D. Alhadeff to me known to be the CEO of BRIAZZ,
INC., the corporation that executed the foregoing instrument, and acknowledged
the said instrument to be the free and voluntary act and deed of said
corporation, for the uses and purposes therein mentioned, and on oath stated
that he is authorized to execute the said instrument and that the seal affixed
is the corporate seal of said corporation.

         Witness my hand and official seal hereto affixed the day and year first
above written.

                                  /s/ Sherry L. McKillop
                                  --------------------------------------------
                                  NOTARY PUBLIC in and for the state
                                  of Washington, residing at: Federal Way, WA
                                  My commission expires: 9/6/04

SUBLEASE AGREEMENT - 10
<PAGE>

State of Washington  )
                      : ss
County of King       )

         On this 22nd day of April, 2003, before me, the undersigned, a Notary
Public in and for the state of Washington, duly commissioned and sworn,
personally appeared GERALD D. ISAAC to me known to be the chief executive
officer of NORSTAR SPECIALTY FOODS, INC., the corporation that executed the
foregoing instrument, and acknowledged the said instrument to be the free and
voluntary act and deed of said corporation, for the uses and purposes therein
mentioned, and on oath stated that he is authorized to execute the said
instrument and that the seal affixed is the corporate seal of said corporation.

         Witness my hand and official seal hereto affixed the day and year first
above written.

                                    /s/ Sherry L. McKillop
                                    --------------------------------------------
                                    NOTARY PUBLIC in and for the state
                                    of Washington, residing at: Federal Way, WA
                                    My commission expires: 9/6/04

<PAGE>
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT                                  No. 5807
--------------------------------------------------------------------------------

State of California

County of Los Angeles

On May 23, 2003, before me, Marilyn Housfeld Novak, Notary Public
                            ----------------------------------------------------
                            NAME, TITLE OF OFFICER, EG "JANE DOE, NOTARY PUBLIC"
personally appeared Thomas A. Lullo
                    ------------------------------------------------------------
                                   NAME(S) OF SIGNER(S)
[X] personally known to me - OR - [ ] proved to me on the basis of satisfactory
                                      evidence to be the person(s) whose
                                      name(s) is/are subscribed to the within
[SEAL]                                instrument and acknowledged to me that
                                      he/she/they executed the same in
       MARILYN HOUSFELD NOVAK         his/her/their authorized capacity(ies),
        COMM. #(ILLEGIBLE)            and that by his/her/their signature(s) on
     NOTARY PUBLIC - CALIFORNIA       the instrument the person(s), or the
        LOS ANGELES COUNTY            entity upon behalf of which the person(s)
 My Commission Exp. July [ILLEGIBLE]  acted, executed the instrument.

                                      WITNESS my hand and official seal.

                                      /s/ Marilyn Housfeld Novak
                                      ------------------------------------------
                                                 SIGNATURE OF NOTARY

---------------------------------- OPTIONAL ------------------------------------

Though the data below is not required by law, it may prove valuable to persons
relying on the document and could prevent fraudulent reattachment of this form.

   CAPACITY CLAIMED BY SIGNER             DESCRIPTION OF ATTACHED DOCUMENT

[ ] INDIVIDUAL
[X] CORPORATE OFFICER
     V.P.                                   Sublease Agreement, Seattle
    -----------------------------       ------------------------------------
             TITLE(S)                        TITLE OR TYPE OF DOCUMENT

[ ] PARTNER(S)   [ ] LIMITED
                 [ ] GENERAL                             12
[ ] ATTORNEY-IN-FACT                    ------------------------------------
[ ] TRUSTEE(S)                                    NUMBER OF PAGES
[ ] GUARDIAN/CONSERVATOR
[ ] OTHER:                              ------------------------------------
          -----------------------                 DATE OF DOCUMENT
    -----------------------------
    -----------------------------

SIGNER IS REPRESENTING:
NAME OF PERSON(S) OR ENTITY(IES)        ------------------------------------
  Consolidated Electrical                 SIGNER(S) OTHER THAN NAMED ABOVE
   Distributors, Inc.
-------------------------------------------------------------------------------
                      (C)1983 NATIONAL NOTARY ASSOCIATION - 8238 [ILLEGIBLE] -
                                     P.O. BOX 7164 - CANOGA PARK,GA [ILLEGIBLE]












</TEXT>
</DOCUMENT>
