BRIAZZ INC
EXHIBIT 10.33
<DOCUMENT>
<TYPE>EX-10.33
<SEQUENCE>16
<FILENAME>v88005exv10w33.txt
<DESCRIPTION>EXHIBIT 10.33
<TEXT>
<PAGE>
                                                                   Exhibit 10.33

THE SECURITIES REPRESENTED BY THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF
ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED,
HYPOTHECATED OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE 1933 ACT AND ALL APPLICABLE STATE SECURITIES LAWS COVERING
SUCH SECURITIES, THE SALE IS MADE IN ACCORDANCE WITH RULE 144 UNDER THE 1933 ACT
AND EXEMPTIONS FROM ALL APPLICABLE STATE SECURITIES LAWS, OR THE COMPANY
RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY
SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT,
PLEDGE, ENCUMBRANCE, HYPOTHECATION OR OTHER DISPOSITION IS EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933.

                               SENIOR SECURED NOTE

$2,000,000                                                         March 6, 2003

         FOR VALUE RECEIVED, the undersigned, BRIAZZ, Inc., a Washington
corporation ("Borrower"), promises to pay to the order of Briazz Venture,
L.L.C., an Illinois limited liability company ("Lender"), at such place as may
be designated from time to time in writing by Lender, the principal sum of Two
Million Dollars ($2,000,000) in lawful money of the United States of America.

         This Note is being issued in connection with, among other agreements,
the Amended and Restated Purchase Agreement by and between Borrower and Lender
dated as of March 5, 2003, and the Amended Security Agreement by and between
Borrower and Lender dated as of March 6, 2003 (the "Security Agreement").
Capitalized terms used herein without definition shall have the meanings given
such terms in the Security Agreement. This Note is one of a series of similar
Notes (singularly, the "Note" and collectively, the "Notes") issued pursuant to
the Purchase Agreement. The Notes shall rank equally without preference or
priority of any kind over one another and all cash payments on account of
principal and interest with respect to any of the Notes shall be applied ratably
and proportionately on all outstanding Notes on the basis of the principal
amount of outstanding indebtedness represented thereby.

         1.       PAYMENT TERMS.

                  (a)      Principal. The unpaid principal balance and all
         unpaid and accrued interest on the Note shall be due and payable on or
         prior to the earlier of (i) the Maturity Date and (ii) when such
         amounts are made due and payable upon or after the occurrence of an
         Event of Default.

                  (b)      Interest. Borrower promises to pay interest on the
         outstanding principal amount of the Note at the Interest Rate. Borrower
         shall pay interest monthly in arrears, in cash, on each Interest
         Payment Date and on the Maturity Date and thereafter until the Note is
         fully repaid, whether by acceleration or otherwise, on demand. If an
         Event of Default occurs and while such Event of Default is continuing,
         the interest rate shall be increased to

<PAGE>

         the Default Rate. Interest shall be computed on the basis of a 360-day
         year of twelve (12) 30-day months, and shall be compounded
         semi-annually.

                  (c)      Principal Prepayment. Borrower may prepay all or a
         portion of the principal amount of the Note outstanding without premium
         or penalty.

                  (d)      Recordation of Principal Repayments. The date and
         amount of each payment of principal of the Notes received by Lender
         shall be recorded by the Lender in its records. The failure to record
         or any error in recording any such repayment shall not, however, affect
         the Obligations of Borrower under the Note to repay the principal
         amount of the Note outstanding, together with all interest accruing
         thereon, nor shall such failure or error affect any rights of Borrower
         hereunder or under applicable law. The records, if relevant, as
         maintained by Lender, absent manifest error or omission, shall
         constitute prima facie evidence of the amount outstanding under the
         Note.

                  (e)      Payments. All payments by Borrower to Lender
         hereunder shall be made in lawful currency of the United States of
         America and in immediately available funds no later than 1:00 p.m.,
         Chicago time, on the Due Date at Lender's address. Lender shall apply
         payments received from Borrower hereunder first to the payment of
         interest due and then to the payment of principal under the Note. All
         payments by Borrower to Lender hereunder shall be made without offset,
         counterclaim, deduction or withholding of any nature. In the event the
         date specified for any payment hereunder is not a Business Day, such
         payment shall be made on the next following Business Day. Any amounts
         paid after 1:00 p.m., Chicago time, on any Business Day shall be deemed
         to be paid on the next succeeding Business Day.

                  (f)      Funding Costs. Borrower shall pay to Lender as part
         of Borrower's Obligations, on demand, any and all charges asserted by a
         bank or similar institution against Lender for or with respect to
         Lender's forwarding to Borrower of proceeds of the Note for or with
         respect to Lender's depositing for collection any check or item of
         payment received or delivered to Lender on account of the Obligations.

         2.       SECURITY INTEREST. Pursuant to the terms of the Security
Agreement, Borrower has granted Lender, subject to the Agreement Between
Creditors, a first-priority security interest in all of Borrower's assets of
every nature and type whatsoever (except as provided in the Security Agreement)
to secure the payment of all of Borrower's indebtedness hereunder.

         3.       COVENANTS. Borrower  hereby  covenants  and  agrees  that on
and after the date hereof and until the Note, together with interest, is paid in
full, unless otherwise consented to by Lender in writing:

                  (a)      Payment of Notes. Borrower shall pay the principal of
         and interest on the Note on the dates and in the manner provided
         herein. Borrower shall pay interest on overdue principal and on overdue
         installments of interest at the Default Rate, compounded semi-annually,
         to the extent lawful.

                                       2

<PAGE>

                  (b)      Limitations on Restricted Payments. Borrower shall
         not make any Restricted Payments.

                  (c)      Corporate Existence. Borrower shall do or cause to be
         done all things necessary to preserve and keep in full force and effect
         its corporate organizational existence in accordance with its
         organizational documents and the material rights (charter and
         statutory) and material corporate franchises of Borrower, provided that
         Borrower shall not be required to preserve, with respect to itself, any
         right or franchise if Borrower shall determine that the preservation
         thereof is no longer desirable in the conduct of its business.

                  (d)      Limitation on Transactions with Affiliates. Borrower
         shall not, on or after the Closing Date, conduct any business or enter
         into any transaction or series of transactions with or for the benefit
         of any Affiliates. Notwithstanding the foregoing, the restrictions set
         forth in this covenant shall not apply to (i) transactions between
         Borrower and Lender or affiliates of Lender, (ii) transactions entered
         into prior to the Closing Date, or (iii) reasonable or customary
         business fees, compensation paid to, and indemnity provided on behalf
         of, officers, directors or employees of Borrower as determined in good
         faith by Borrower's board of directors.

                  (e)      Limitation on Incurrence of Additional Indebtedness.
         Borrower shall not directly or indirectly incur any Indebtedness other
         than Permitted Indebtedness.

                  (f)      Limitations on Layering Indebtedness. Borrower shall
         not, directly or indirectly, incur any Indebtedness that is
         contractually subordinate to any of Borrower's Indebtedness unless, by
         its terms, such Indebtedness is made expressly subordinate to the
         Obligations to the same extent and in the same manner as the
         Indebtedness is subordinated pursuant to the subordination provisions
         that are most favorable to the holders of any Indebtedness of the
         Borrower.

                  (g)      Waiver of Stay, Extension or Usury Laws. Borrower
         covenants (to the extent that it may lawfully do so) that it shall not
         at any time insist upon, plead, or in any manner whatsoever claim or
         take the benefit or advantage of, any stay or extension law or any
         usury law or other law which would prohibit or forgive Borrower from
         paying all or any portion of the principal of, premium of, or interest
         (or Liquidated Damages, if any) on the Note as contemplated herein,
         wherever enacted, now or at any time hereafter in force, and (to the
         extent that it may lawfully do so) Borrower hereby expressly waives all
         benefit or advantage of any such law and covenants that it shall not
         hinder, delay or impede the execution of any remedy available to
         Lender, but shall suffer and permit the execution of every such power
         as though no such law had been enacted.

                  (h)      Limitation on Liens Securing Indebtedness; Limitation
         on Impairment of Lien; Additional Collateral.

                           (i)      Borrower shall not, directly or indirectly,
                                    create, incur, assume, affirm or suffer to
                                    exist or become effective any Lien of any
                                    kind on any asset (including, without
                                    limitation, all real, tangible or

                                       3

<PAGE>

                                    intangible property) of Borrower, whether
                                    now owned or hereafter acquired, or on any
                                    income or profits therefrom, or assign or
                                    convey any right to receive income
                                    therefrom, except (1) Liens in favor of
                                    Lender securing the Obligations under the
                                    Security Agreement and the Notes and (2)
                                    Permitted Liens.

                           (ii)     Borrower shall not take or omit to take any
                                    action which action or omission would have
                                    the result of adversely affecting or
                                    impairing the Lien in favor of Lender under
                                    this Agreement or the priority thereof; and
                                    Borrower shall not grant to any Person, or
                                    suffer any Person (other than the Borrower)
                                    to have any interest whatsoever in the
                                    Collateral other than Permitted Liens.
                                    Borrower shall not enter into any agreement
                                    or instrument that by its terms requires the
                                    proceeds received from any sale of
                                    Collateral to be applied to repay, redeem,
                                    defease or otherwise acquire or retire any
                                    Indebtedness, other than as contemplated by
                                    this Agreement, the Notes, the Agreement
                                    Between Creditors, the CAPCO Subordination
                                    Agreement and the Contract of Sale and
                                    Security Agreement dated August 26, 2002,
                                    between Capco and Borrower. Borrower shall,
                                    at its sole cost and expense, execute and
                                    deliver all such agreements and instruments
                                    as Lender shall reasonably request to more
                                    fully or accurately describe the property
                                    intended to be Collateral or the obligations
                                    intended to be secured by the Security
                                    Agreement and the Note. Borrower shall, at
                                    its sole cost and expense, file any such
                                    notice filings or other agreements or
                                    instruments as may be reasonably necessary
                                    or desirable under applicable law to perfect
                                    the Liens created by this Agreement and the
                                    Notes at such times and at such places as
                                    Lenders may reasonably request.

                           (iii)    From and after the Closing Date, Borrower
                                    shall grant to Lenders, subject only to
                                    Permitted Liens, a first priority Lien on
                                    all property, subject to the Agreement
                                    Between Creditors.

                  (i)      Taxes. Borrower shall pay and discharge all taxes,
         assessments and governmental charges or levies imposed upon it or its
         Property or assets, prior to the date on which penalties attach
         thereto, and all lawful claims which, if unpaid, might become a Lien or
         charge upon the Collateral, except to the extent that the imposition of
         any such tax, assessment, charge or levy or the validity of any such
         claim is being contested in good faith by appropriate proceedings and
         Borrower has set aside adequate reserves with respect to any such tax,
         assessment, charge, levy or claim so contested.

                  (j)      Compliance with Statutes, Etc. Borrower shall comply
         in all material respects with all applicable statutes, regulations and
         orders of, and all applicable restrictions imposed by, all governmental
         bodies, domestic or foreign, in respect of the conduct of its business
         and the ownership of its Property (including applicable statutes,
         regulations, orders and restrictions relating to environmental
         standards and controls).

                                       4

<PAGE>

                  (k)      Notice of Default or Litigation. Borrower shall
         deliver to Lender promptly, and in any event within three (3) Business
         Days after Borrower obtains knowledge thereof, notice of (i) the
         occurrence of any event which constitutes an Event of Default, (ii) any
         litigation or governmental proceeding pending against Borrower which is
         likely materially and adversely to affect the financial condition or
         operations of Borrower (including any matter where Borrower's maximum
         potential exposure could equal or exceed $25,000), and (iii) any other
         event which is likely materially and adversely to affect the financial
         condition or operations of Borrower.

                  (l)      Examinations. Borrower shall allow any representative
         of Lender to visit and inspect any of its properties, to examine its
         books of record and account and to discuss its affairs, finances and
         accounts with its officers, all at such reasonable time and as often as
         Lender may reasonably request.

                  (m)      Condition of Equipment. Borrower shall ensure that
         its Property and Equipment used or useful in its business are kept in
         good repair (except for items that are not repairable), working order
         and condition, ordinary wear and tear excepted, and that from time to
         time there are made in such properties and Equipment all necessary and
         proper repairs, renewals, replacements, extensions, additions,
         betterments, and improvements thereto, to the extent and in the manner
         customary for companies in similar lines of business under similar
         circumstances.

                  (n)      Future Disclosure. Borrower covenants that all
         information hereafter furnished by Borrower or on its behalf in writing
         to Lender will be true and accurate in all material respects on the
         date as of which such information is dated or certified and not
         incomplete by omitting to state any material fact necessary to make
         such information not materially misleading at such time.

                  (o)      EBITDA. Borrower shall generate positive EBITDA, as
         reflected in the quarterly Financial Statements that Borrower shall
         provide to Lender, either (i) in each fiscal quarter beginning with the
         quarter ending June 30, 2003, or (ii) cumulatively from the fiscal
         quarter ending June 30, 2003 to the date of measurement. Failure to
         satisfy both (i) and (ii) above shall cause the outstanding principal
         amount of the Note and accrued interest thereon to become due and
         payable on the forty-fifth (45th) day following the measurement date at
         which Borrower has not satisfied (i) and (ii) above.

                  (p)      Board Meetings. Borrower shall provide Lender with a
         final version of each set of board minutes no later than three (3)
         Business Days of when the minutes are approved by Borrower's board of
         directors.

                  (q)      [Reserved]

                  (r)      Shareholder  Approval. Borrower shall hold a
         shareholder meeting at which it seeks Shareholder Approval no later
         than April 30, 2003.

                                       5

<PAGE>

                  (s)      Consolidation, Merger, Sale of Assets, Stock
         Transactions, etc. Borrower shall not (i) wind up, liquidate or
         dissolve its affairs or enter into any transaction of merger or
         consolidation, or convey, sell, lease or otherwise dispose of (or agree
         to do any of the foregoing at any future time) all or any substantial
         part of its Property or assets (other than sales and leases in the
         ordinary course of business of inventory and of Equipment that is
         obsolete or no longer used or useful and assignments for collection in
         the ordinary course of business or as otherwise contemplated in the
         Food Purchase Agreement dated as of December 1, 2002, between Borrower
         and Flying Food Group, L.L.C.), or (ii) purchase, lease or otherwise
         acquire (in one or a series of related transactions) any part of the
         Property or assets (other than purchases, leases or other acquisitions
         of inventory, materials and Equipment in the ordinary course of
         business) of any Person, other than in the ordinary course of business
         and consistent with Borrower's past practice.

                  (t)      Type of Business. Borrower shall not make any
         material change in the type of business it now conducts except as
         contemplated by the parties hereto. The parties acknowledge that
         licensing Borrower's intellectual property for use by potential
         franchisees would not constitute a material change in the business of
         Borrower.

                  (u)      Amendment to Charter Documents. Borrower shall not
         amend the Charter Documents, except to provide for the authorization
         and issuance of the Preferred Stock or to eliminate any series of
         preferred stock no shares of which are outstanding.

                  (v)      Capital Stock. Borrower shall not (i) permit a split,
         combination or reclassification of any shares of its capital stock or
         issue or authorize or propose the issuance of any other securities in
         respect of, in lieu of or in substitution for shares of the Borrower's
         capital stock; (ii) issue, deliver or sell, or authorize or propose the
         issuance, delivery or sale of, any shares of Borrower's capital stock
         or any securities convertible into or exercisable for, or any rights,
         warrants or options to acquire, any such shares (except pursuant to
         outstanding options, warrants and convertible debt listed on Schedule
         6(c) attached to the Purchase Agreement, or pursuant to the Warrants or
         the Preferred Stock) or (iii) repurchase or redeem any shares of its
         capital stock.

                  (w)      Management. Borrower shall not (i) remove, replace or
         otherwise change any member of Borrower's directors or officers (other
         than as provided in the Loan Instruments) or (ii) increase the salary,
         benefits or other compensation of Borrower's directors and officers,
         including the grant of additional options to purchase shares of
         Borrower's Common Stock.

                  (x)      Bankruptcy, Receivers, Similar Matters.

                           (i)      Voluntary Cases. Borrower shall not commence
                                    a voluntary case under the Bankruptcy Code
                                    or under any applicable bankruptcy,
                                    insolvency or other similar law now or
                                    hereafter in effect.

                           (ii)     Involuntary Cases, Receivers, Etc. Borrower
                                    shall not apply for, consent to, or aid,
                                    solicit, support, or otherwise act,
                                    cooperate or

                                       6

<PAGE>

                                    collude to cause the appointment of or
                                    taking possession by, a receiver, trustee or
                                    other custodian for all or a substantial
                                    part of the assets of Borrower. As used
                                    herein, an "Involuntary Borrower Bankruptcy"
                                    shall mean any involuntary case under the
                                    Bankruptcy Code or any applicable
                                    bankruptcy, insolvency or other similar law
                                    now or hereafter in effect, in which
                                    Borrower is a debtor or any portion of the
                                    Property is property of the estate therein
                                    or subject to the automatic stay thereof.
                                    Borrower shall not file a petition for,
                                    consent to the filing of a petition for, or
                                    aid, solicit, support, or otherwise act,
                                    cooperate or collude to cause the filing of
                                    a petition for an Involuntary Borrower
                                    Bankruptcy. In any Involuntary Borrower
                                    Bankruptcy, Borrower shall not, without the
                                    prior written consent of Lenders, consent to
                                    the entry of any order, file any motion, or
                                    support any motion (irrespective of the
                                    subject of the motion), and Borrower shall
                                    not file or support any plan of
                                    reorganization. Borrower shall do all things
                                    reasonably requested by Lender to assist
                                    Lender in obtaining such relief as Lender
                                    shall seek, and shall in all events vote as
                                    directed by Lender. Notwithstanding the
                                    foregoing, Borrower shall do all things
                                    reasonably requested by Lender to support
                                    any motion for relief from stay or plan of
                                    reorganization proposed or supported by
                                    Lender. Nothing in this provision shall
                                    obligate any Person to act contrary to any
                                    order of any court, which order was not
                                    sought or acquiesced in at the direction of
                                    Lender or Borrower.

                  (y)      Financial Reporting. Borrower shall provide the
         following to Lender:

                           (i)      Annual Reporting. As soon as available, and
                                    in any event within ninety (90) days after
                                    the end of each fiscal year commencing with
                                    the current fiscal year, Borrower shall
                                    provide to Lender true and complete copies
                                    of its Financial Statements for that year
                                    and a copy of all filings made for the year
                                    end with the Securities and Exchange
                                    Commission. All Financial Statements shall
                                    be audited by an independent CPA acceptable
                                    to Lender in their reasonable discretion,
                                    and shall bear the unqualified (except for
                                    customary qualifications) certification of
                                    the accountants that the Financial
                                    Statements present fairly in all material
                                    respects the financial position of Borrower.
                                    If Borrower is no longer required to file
                                    under the Securities Exchange Act of 1934,
                                    as amended (the "EXCHANGE ACT"), the annual
                                    Financial Statements shall include the
                                    certification of Borrower's chief executive
                                    officer and chief financial officer as if
                                    Borrower was a reporting company under the
                                    Exchange Act. Notwithstanding the foregoing,
                                    the Financial Statements for the year ended
                                    and ending December 31, 2002 and December
                                    31, 2003, respectively, may contain a
                                    qualification regarding Borrower's ability
                                    to continue as a going concern.

                                       7

<PAGE>

         Borrower shall deliver to Lender together with such financial
statements a certificate, dated as of a date within five (5) days of delivery
and signed by the chief executive officer of Borrower, certifying that he is
familiar with the provisions of each Loan Instrument delivered to Lender in
connection herewith, and that he finds that no Event of Default has occurred and
is continuing, or if any Event of Default has occurred and is continuing,
setting forth details of same.

                           (ii)     Quarterly Reporting. Within forty-five (45)
                                    days after the end of the first three
                                    calendar quarters of each fiscal year,
                                    Borrower shall provide true and complete
                                    unaudited copies of its Financial Statements
                                    for such quarter to Lender and a copy of any
                                    report for such quarter filed with the
                                    Securities and Exchange Commission. If
                                    Borrower is no longer required to file under
                                    the Exchange Act, the quarterly Financial
                                    Statements shall include the certification
                                    of Borrower's chief executive officer and
                                    chief financial officer as if Borrower was a
                                    reporting company under the Exchange Act.

                           (iii)    Monthly Reporting. Within thirty (30) days
                                    after the end of each month during the term
                                    of this Agreement, Borrower shall deliver to
                                    Lenders an unaudited:

                                    (1)      statement of income;

                                    (2)      balance sheet; and

                                    (3)      statement of cash flows

in each case as of the end of such month, all in reasonable detail and certified
by Borrower's chief financial officer as having been prepared in accordance with
GAAP (subject, in each case, to the absence of footnote disclosures and other
presentation items and normal, recurring, quarter-end and year-end adjustments).

                  (z)      Budget. As soon as available, but in no event later
         than the end of Borrower's previous fiscal year, commencing with the
         fiscal year ending December 31, 2003, Borrower shall provide to Lenders
         for their approval a proposed budget for Borrower's upcoming calendar
         year, including monthly projections of costs, expenses, revenues and
         inventory requirements.

                  (aa)     Laurus Principal Payments. Until all amounts
         outstanding on the Notes have been repaid in full, Borrower shall not
         make any principal payments on indebtedness owed to Laurus except for
         principal payments made solely in the form of shares of Borrower's
         Common Stock and not in the form of cash or other securities, all in
         accordance with the terms and conditions of the documents governing the
         loans made to Borrower by Laurus.

                  (bb)     Board. Upon Borrower's  receipt of shareholder
         approval of the transactions contemplated by the Purchase Agreement in
         the manner required by Nasdaq,

                                       8

<PAGE>

         and upon Lender's written demand and subject to the requirement of Rule
         14f-1 under the Exchange Act, to the extent applicable, Borrower shall
         cause a sufficient number of Borrower's directors to resign to permit
         up to five (5) designees of Lender to be appointed to Borrower's board
         of directors. If at the time Lender exercises its right to appoint
         members to Borrower's board of directors, or at any time thereafter,
         Borrower's shares of common stock are listed on an exchange or included
         for quotation on an interdealer quotation system of Nasdaq, including
         the Nasdaq National Market System, the appointment of Lender's
         designees shall be in accordance with the rules and regulations of the
         exchange or Nasdaq so long as the shares of Borrower's common stock
         remain listed on the exchange or included for quotation. Further, if
         Lender has exercised these rights prior to April 1, 2003, one of the
         designees of Lender shall agree at the time of his or her appointment,
         in form satisfactory to Borrower, to resign from Borrower's board of
         directors if Borrower has completed an equity financing with gross
         proceeds to Borrower of at least $4 million by April 1, 2003. If
         Borrower completes the equity financing referred to in the prior
         sentence, then Lender shall have the right to designate and appoint up
         to four (4) persons to serve on Borrower's board of directors. If the
         exercise of the rights granted Lender in this clause (bb) constitutes a
         "change of control" under Borrowers then existing directors' and
         officers' liability insurance policy, the Borrower may, immediately
         prior to such change of control, maintain in effect, if available,
         directors' and officers' liability insurance covering those persons
         who, as of the date immediately prior to the "change of control" are
         covered by the Borrower's directors' and officers' liability insurance
         policy (the "INSURED PARTIES") on terms no less favorable to the
         Insured Parties than those of the Borrower's present directors' and
         officers' liability insurance policy provided that the board of
         directors of Borrower can obtain such coverage at a cost it believes to
         be on commercially reasonable terms and conditions. Borrower may not
         incur additional indebtedness for borrowed money in order to pay for
         such coverage other than in accordance with past practice. Prior to
         Borrower's receipt of shareholder approval of the transactions
         contemplated by the Purchase Agreement in the manner required by
         Nasdaq, Lender shall have the right to designate one (1) person to be
         appointed to Borrower's board of directors in the manner described in
         this section and Borrower shall take whatever steps as are necessary to
         insure that Borrower has at least four (4) other directors.

                  (cc)     Additional Capital. Lender shall have received by
         March 31, 2003, evidence satisfactory to Lender of Borrower's progress
         in connection with an offering to raise additional capital of at least
         $4,000,000.

                  (dd)     Voting Agreements. Lender shall have received voting
         agreements substantially in the form of Exhibit 8(xv) to the Purchase
         Agreement from the beneficial holders of not less than thirty-five
         percent (35%) of Borrower's outstanding common stock as of the date of
         the Purchase Agreement no later than thirty (30) days after the Initial
         Closing Date (as defined in the Purchase Agreement).

         4.       EVENTS OF DEFAULT.

                                       9

<PAGE>

                  (a)      Each or any of the following specified events shall
         constitute an "Event of Default":

                           (i)      Payments. Borrower shall fail to pay when
                                    due, any principal of or any interest on the
                                    Note, or shall default in the payment when
                                    due of any fees or any other amounts owing
                                    hereunder and such failure shall continue
                                    for a period of seven (7) days following
                                    written notice by Lender to Borrower.

                           (ii)     Representations, Etc. Any representation,
                                    warranty or statement made by Borrower to
                                    Lender in any Loan Instrument or in any
                                    certificate delivered pursuant hereto or
                                    thereto shall prove to be untrue in any
                                    material respect on the date as of which
                                    made or deemed made.

                           (iii)    Covenants. Borrower shall default in the due
                                    performance or observance by it of any
                                    covenant contained in any Loan Instrument in
                                    any material respect and such breach shall
                                    not be cured for a period of seven (7) days
                                    after written notice thereof is received by
                                    Borrower from Lender, except for any such
                                    breach which does not have a material
                                    adverse effect on Borrower or the business
                                    and financial condition of Borrower;
                                    provided, that failure to satisfy the
                                    covenant in Section 3(o) hereof shall not
                                    constitute an Event of Default unless
                                    Borrower shall fail to pay an amount due on
                                    the Note within the time period prescribed
                                    in Section 3(o); provided, further, that
                                    Lender shall not be obligated to send
                                    Borrower notice of the failure to comply
                                    with Section 3(o) or Section 3(dd) and the
                                    cure period and materiality qualification
                                    described above shall not apply to a breach
                                    of Section 3(dd).

                           (iv)     Default Under Other Agreements. (i) Borrower
                                    shall default in the payment when due
                                    (subject to any applicable grace period),
                                    whether by acceleration or otherwise, of any
                                    other Indebtedness of, or Indebtedness
                                    directly or indirectly guaranteed by
                                    Borrower; (ii) Borrower shall default in the
                                    performance or observance of any obligation
                                    or condition with respect to any such other
                                    Indebtedness or any other event shall occur
                                    if the effect of such default or event
                                    (after giving effect to any applicable grace
                                    period) is the acceleration of the maturity
                                    of any such Indebtedness or to permit the
                                    holder or holders thereof, or any trustee or
                                    agent for such holders, to cause such
                                    Indebtedness to become due and payable prior
                                    to its expressed maturity; or (iii) any such
                                    Indebtedness shall become due prior to its
                                    stated maturity as a result of an Event of
                                    Default.

                           (v)      Bankruptcy, Receiver.

                                       10

<PAGE>

                                    (1)      Borrower shall not pay its debts as
                                    they become due, file, or consent, by answer
                                    or otherwise, to the filing against it of a
                                    petition for relief or reorganization or
                                    arrangement or any other petition in
                                    bankruptcy or insolvency under the laws of
                                    any jurisdiction, make an assignment for the
                                    benefit of creditors, consent to the
                                    appointment of a custodian, receiver,
                                    trustee or other officer with similar powers
                                    for itself, or for any substantial part of
                                    its Property, be adjudicated insolvent, or
                                    take corporate action for the purpose of any
                                    of the foregoing; or

                                    (2)      Any court of competent jurisdiction
                                    shall enter an order appointing, without
                                    consent of Borrower, a custodian, receiver,
                                    trustee or other officer with similar powers
                                    with respect to Borrower, or with respect to
                                    any substantial part of the Property
                                    belonging to Borrower, or if an order for
                                    relief shall be entered in any case or
                                    proceeding for liquidation or reorganization
                                    or otherwise to take advantage of any
                                    bankruptcy or insolvency law of any
                                    jurisdiction, or ordering the dissolution,
                                    winding-up or liquidation of Borrower, or if
                                    any petition for any such relief shall be
                                    filed against Borrower and such petition
                                    shall not be dismissed within sixty (60)
                                    days.

                           (vi)     Effectiveness of Lender Liens. This
                                    Agreement shall cease to be in full force
                                    and effect or, upon filing of the financing
                                    statements at the places designated by
                                    Borrower with respect to each such document
                                    or statement, Lenders shall not have, or
                                    this Agreement shall thereafter cease to
                                    give Lenders, Liens, rights, powers and
                                    privileges purported to be created thereby,
                                    superior to and prior to the rights of all
                                    third Persons (other than Permitted Filings
                                    and the Permitted Liens).

                           (vii)    Food Production Agreement. Borrower shall
                                    default in the due performance or observance
                                    by it of any payment obligation contained in
                                    the Food Production Agreement, and such
                                    default shall be continuing for seven (7)
                                    days following written notice thereof to
                                    Borrower by Lender.

                  (b)      Effect of Event of  Default. Upon the  occurrence
         of an Event of Default described in Section 4, the amount due and owing
         under the Notes shall be increased to One Hundred Thirty Percent (130%)
         of the then outstanding aggregate principal amount of the Notes,
         together with any accrued and unpaid interest and fees (the "Increased
         Principal Amount") and, while such Event of Default is continuing,
         Lenders may: (i) declare the principal of and any accrued interest in
         respect of the Notes, including the Increased Principal Amount and all
         Obligations owing hereunder, to be, whereupon the same shall become,
         immediately due and payable without presentment, demand, protest,
         notice of intent to accelerate, notice of acceleration or other notice
         of any kind, all of which are

                                       11

<PAGE>

         hereby waived by Borrower; and (ii) exercise any rights or remedies
         under the Loan Instruments, including the remedies described in Section
         5 below.

         5.       REMEDIES UPON DEFAULT.

                  (a)      In addition to the rights granted to Lender pursuant
         to Section 4(b) above, Borrower agrees that, if any Event of Default
         shall have occurred and be continuing, Lender may:

                           (i)      personally, or by agents or attorneys,
                                    immediately retake possession of the
                                    Collateral or any part thereof, from
                                    Borrower or any other Person who then has
                                    possession of any part thereof with or
                                    without notice or process of law, and for
                                    that purpose may enter upon Borrower's
                                    premises where any of the Collateral is
                                    located and remove the same and use in
                                    connection with such removal any and all
                                    services, supplies, aids and other
                                    facilities of Borrower, or direct Borrower
                                    to deliver the same to Lender at any place
                                    or places designated by Lender, in which
                                    event Borrower shall do so at its own
                                    expense;

                           (ii)     instruct the obligor or obligors on any
                                    agreement, instrument or other obligation
                                    constituting the Collateral to make any
                                    payment required by the terms of such
                                    instrument or agreement directly to Lender;

                           (iii)    withdraw all monies, securities and
                                    instruments on deposit with Lender for
                                    application to the Obligations;

                           (iv)     sell or otherwise liquidate, or direct
                                    Borrower to sell or otherwise liquidate, any
                                    or all investments made in whole or in part
                                    with the Collateral or any part thereof, and
                                    take possession of the proceeds of any such
                                    sale or liquidation; and

                           (v)      take possession of the Collateral or any
                                    part thereof (subject to the Agreement
                                    Between Creditors and the CAPCO
                                    Subordination Agreement), by directing
                                    Borrower in writing to deliver the same to
                                    Lender at any place or places designated by
                                    Lender, in which event Borrower shall at its
                                    own expense:

                                    (1)      forthwith cause the same to be
                                    moved to the place or places so designated
                                    by Lender and there delivered to Lender,

                                    (2)      store and keep any Collateral so
                                    delivered to Lender at such place or places
                                    pending further action Lender, and

                                    (3)      while the Collateral shall be so
                                    stored and kept, provide such guards and
                                    maintenance services as shall be necessary
                                    to

                                       12

<PAGE>

                                    protect the same and to preserve and
                                    maintain them in good condition;

it being understood that Borrower's obligation to deliver the Collateral is of
the essence of this Agreement and that, accordingly, upon application to a court
of equity having jurisdiction, Lender shall be entitled to a decree requiring
specific performance by Borrower of said obligation.

                  (b)      Power of Attorney. Subject to the Capco Subordination
         Agreement and the Agreement Between Creditors, after the occurrence and
         during the continuance of an Event of Default, Borrower hereby
         constitutes and appoints Lender its true and lawful attorney,
         irrevocably, with full power (in the name of Borrower or otherwise) to
         act, require, demand, receive, compound and give acquittance for any
         and all monies and claims for monies due or to become due to Borrower
         under or arising out of the Collateral, to endorse any checks or other
         instruments or orders in connection therewith and to file any claims or
         take any action or institute any proceedings which Lender may deem to
         be necessary or advisable in the premises, which appointment as
         attorney is coupled with an interest.

                  (c)      Disposition  of the  Collateral. Subject to the
         Capco Subordination Agreement and the Agreement Between Creditors, any
         Collateral repossessed by Lender and any other Collateral whether or
         not so repossessed by Lender, may be sold, leased or otherwise disposed
         of under one or more contracts or as an entirety, and without the
         necessity of gathering at the place of sale the Property to be sold,
         and in such manner, at such time or times, at such place or places and
         on such terms as Lender may, in compliance with any mandatory
         requirements of applicable law, determine to be commercially
         reasonable. Any of the Collateral may be sold, leased or otherwise
         disposed of, in the condition in which the same existed when taken by
         Lender or after any overhaul or repair which Lender shall determine to
         be commercially reasonable. Any such disposition which shall be a
         private sale or other private proceedings permitted by such
         requirements shall be made upon not less than ten (10) days' written
         notice to Borrower specifying the time at which such disposition is to
         be made and the intended sale price or other consideration therefor.
         Any such disposition which shall be a public sale permitted by such
         requirements shall be made upon not less than ten (10) days' written
         notice to Borrower specifying the time and place of such sale and, in
         the absence of applicable requirements of law, shall be by public
         auction (which may, at Lender's option, be subject to reserve), after
         commercially reasonable public notice thereof. To the extent permitted
         by any such requirement of law, Lender may bid for and become the
         purchaser of the Collateral or any item without accountability to
         Borrower. If, under mandatory requirements of applicable law, Lender
         shall be required to make disposition of the Collateral within a period
         of time which does not permit the giving of notice to Borrower as
         hereinabove specified, Lender need give Borrower only such notice of
         disposition as shall be reasonably practicable in view of such
         mandatory requirements of applicable law.

                  (d)      Waiver of Claims. Except as otherwise provided
         herein, BORROWER HEREBY WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE
         LAW,

                                       13

<PAGE>

         NOTICE AND JUDICIAL HEARING IN CONNECTION WITH LENDER'S TAKING
         POSSESSION OR LENDERS' DISPOSITION OF ANY OF THE COLLATERAL, INCLUDING
         ANY AND ALL PRIOR NOTICE AND HEARING FOR ANY PREJUDGMENT REMEDY OR
         REMEDIES AND ANY SUCH RIGHT WHICH BORROWER WOULD OTHERWISE HAVE UNDER
         THE CONSTITUTION OR ANY STATUTE OF THE UNITED STATES OR OF ANY STATE,
         and Borrower hereby further waives, for itself and for all who may
         claim under it, to the extent permitted by applicable law:

                           (i)      all damages occasioned by such taking of
                                    possession of any Collateral except any
                                    damages which are the direct result of
                                    Lender's gross negligence or willful
                                    misconduct;

                           (ii)     all other requirements as to the time, place
                                    and terms of sale or other requirements with
                                    respect to the enforcement of Lender's
                                    rights hereunder; and

                           (iii)    all rights of redemption, appraisement,
                                    valuation, stay, extension or moratorium now
                                    or hereafter in force under any applicable
                                    law in order to prevent or delay the
                                    enforcement of this Agreement or the
                                    absolute sale of the Collateral or any
                                    portion thereof, and Borrower, for itself
                                    and all who may claim under it, insofar as
                                    it or they now or hereafter lawfully may,
                                    hereby waives the benefit of all such laws.

         To the extent provided by the UCC and other applicable law, any sale
of, or the grant of options to purchase, or any other realization upon, any
Collateral shall operate to divest all right, title, interest, claim and demand,
either at law or in equity, of Borrower therein and thereto, and shall be a
perpetual bar both at law and in equity against Borrower and against any and all
Persons claiming or attempting to claim the Collateral so sold, optioned or
realized upon, or any part thereof, from, through and under Borrower.

                  (e)      Application of Proceeds. The proceeds of any
         Collateral disposed of pursuant hereto shall be applied as follows:

                           (i)      to the payment of any and all expenses and
                                    fees (including reasonable attorneys' fees)
                                    incurred by Lender in obtaining, taking
                                    possession of, removing, insuring,
                                    repairing, storing and disposing of
                                    Collateral and any and all amounts incurred
                                    by Lender in connection therewith;

                           (ii)     next, any surplus then remaining to the
                                    payment of Borrower's obligations to those
                                    Persons with Liens that are senior to the
                                    Liens granted to Lender hereunder, in
                                    respect of the proceeds of the Collateral
                                    against which such Persons have such senior
                                    Liens, in accordance with their respective
                                    priorities;

                                       14

<PAGE>

                           (iii)    next, any surplus then remaining to the
                                    payment of the Obligations and any of
                                    Borrower's obligations that are pari passu
                                    with the Obligations, pro rata; and

                           (iv)     next, any surplus then remaining shall be
                                    paid to Borrower, subject, however, to the
                                    rights of the holder of any then existing
                                    lien of which Lender has actual notice
                                    (without investigation).

Borrower shall remain liable to the Lender to the extent of any deficiency in
the amount of the sums received by the Lenders under clauses (i) and (iii) of
this Section 5(e).

                  (f)      Discontinuance of Proceedings. In case Lender shall
         have instituted any proceeding to enforce any right, power or remedy
         under this Agreement by foreclosure, sale, entry or otherwise, and such
         proceeding shall have been discontinued or abandoned for any reason or
         shall have been determined adversely to Lender, then and in every such
         case Borrower and Lender shall be restored to their former positions
         and rights hereunder with respect to the Collateral subject to the
         security interest created under this Agreement, and all rights,
         remedies and powers of Lender shall continue as if no such proceeding
         had been instituted.

         6.       SUCCESSORS  AND  ASSIGNS. Subject to the restrictions on
transfer described in Sections 7 and 9 below, the rights and obligations of
Borrower and Lender shall be binding upon and benefit the successors, assigns,
heirs, administrators and transferees of the parties.

         7.       TRANSFER. This Note may not be transferred or assigned by
Lender except as permitted in the Purchase Agreement.

         8.       WAIVER AND  AMENDMENT. Any provision of this Note may be
amended, waived or modified only by an instrument in writing signed by Borrower
and Lender.

         9.       ASSIGNMENT  BY BORROWER. Neither this Note nor any of the
rights, interests or obligations hereunder may be assigned, by operation of law
or otherwise, in whole or in part, by Borrower without the prior written consent
of Lender.

         10.      NOTICES. Notices and communications hereunder shall be given
in accordance with the Purchase Agreement.

         11.      GOVERNING LAW. This Note shall be governed by and construed in
accordance with the internal laws of the State of Illinois. Each of the parties
hereto (i) consents to submit itself to the personal jurisdiction of the United
States District Court for the Northern District of Illinois or any Illinois
state court located in Cook County, Illinois in the event any dispute arises out
of this Note; (ii) agrees that it will not attempt to deny or defeat such
personal jurisdiction by motion or other request for leave from any such court;
(iii) agrees that it will not bring any action relating to this Note in any
court other than the United States District Court for the Northern District of
Illinois or an Illinois state court located in Cook County, Illinois and (iv)
waives any right to trial by jury with respect to any claim or proceeding
related to or arising out of this Note.

                                       15

<PAGE>

         12.      USURY. Notwithstanding any provision to the contrary contained
in this Note, or any and all other instruments or documents executed in
connection herewith, Lender and Borrower intend that the obligations evidenced
by this Note conform strictly to the applicable usury laws from time to time in
force. If, under any circumstances whatsoever, fulfillment of any provisions
thereof or any other document, at the time performance of such provisions shall
be due, shall involve transcending the limit of validity prescribed by law,
then, ipso facto, the obligation to be fulfilled shall be reduced to the limit
of such validity.

         13.      MISCELLANEOUS.

                  (a)      No delay or omission on the part of Lender in
         exercising any right under this Note shall operate as a waiver of such
         right or of any other right under this Note.

                  (b)      Borrower hereby waives presentment for payment,
         demand, notice of demand and of dishonor and non-payment of this Note,
         protest and notice of protest, diligence in collecting, and the
         bringing of suit against any other party. The pleading of any statute
         of limitations as a defense to any demand against Borrower, any
         endorsers, guarantors and sureties of this Note is expressly waived by
         such parties to the extent permitted by law.

                  (c)      Any payment hereunder shall be made in lawful tender
         of the United States and shall first be applied to any collection
         costs, then against accrued and unpaid interest hereunder and then
         against the outstanding principal balance of this Note.

         IN WITNESS WHEREOF, Borrower has caused this Note to be issued as of
the date first written above.

                                         BORROWER:

                                         BRIAZZ, INC., a Washington corporation

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

                                         Title: CEO

                                       16

<PAGE>

AGREED AND ACCEPTED

HOLDER:

Briazz Venture, L.L.C., an Illinois
limited liability company

By:    /s/ David L. Cotton
       ------------------------
Name:  David L. Cotton

Title: Chief Financial Officer

                                       17

</TEXT>
</DOCUMENT>
