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                                                                   EXHIBIT 10.22


                                 PROMISSORY NOTE

$____________                                                   _________, 2002

               FOR VALUE RECEIVED, the undersigned ("Maker") promises to pay to
______________________ ("Holder"), on demand, the principal sum of
_______________ Dollars ($_____), together with interest thereon from the date
hereof at a rate of ten percent (10%) per annum. Any amount of principal or
interest hereof which is not paid upon demand shall bear interest at the default
rate of twelve percent (12%) per annum from the day when due until said
principal or interest amount is paid in full.

               All interest shall be calculated on the basis of a year of 365
days, for the actual number of days (including the first day but excluding the
last day) elapsed. Payments shall be made in funds current and available in
Seattle, Washington, in lawful money of the United States of America, at such
place as Holder may specify from time to time.

               This Note is secured by all of the assets of Maker, such security
interest to be evidenced by a security agreement if requested by Holder, in a
form mutually acceptable to the parties. If the Maker closes a convertible note
financing in which the Holder or the equity owners of Holder participate,
directly or indirectly, while this Note is outstanding, this Note will
automatically convert into the securities sold in such financing on the terms of
such financing.

               Maker agrees to pay all costs and expenses which Holder may incur
by reason of any default, including without limitation reasonable attorneys'
fees with respect to legal services relating to any default and to a
determination of any rights or remedies of Holder under this Note or under any
other instrument or document made by Maker with or in favor of Holder, and
reasonable attorneys' fees relating to any actions or proceedings which Holder
may institute or in which Holder may appear or participate and in any reviews of
and appeals therefrom.

               Maker waives demand, presentment for payment, protest, notice of
protest, and notice of nonpayment. Maker further agrees that any modification or
extension of the terms of payment of this Note made by Holder shall not diminish
or impair Maker's liability for the payment hereunder and that none of the terms
or provisions hereof may be waived, altered, modified or amended except as
Holder may consent thereto in a writing duly signed by Holder. Holder may delay
or forgo enforcing any of its rights or remedies under this Note without losing
them.

               This Note shall be governed by and construed according to the
laws of the State of Washington. If a lawsuit is commenced in connection with
this Note, venue for any such action shall lie in King County, Washington, and
Maker agrees, upon Holder's request, to submit to the jurisdiction of the courts
therein.

               ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT,
               OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT
               ENFORCEABLE UNDER WASHINGTON LAW.

                                   BRIAZZ, Inc.


                                   By_________________________________

                                     Its________________________________