EXHIBIT 10.40









                     AMENDED AND RESTATED SECURITY AGREEMENT

                                  by and among

                                  BRIAZZ, Inc.,

                             Briazz Venture, L.L.C.

                                       and

                       Spinnaker Investment Partners, L.P.

                           Dated as of April 10, 2003



<PAGE>

                     AMENDED AND RESTATED SECURITY AGREEMENT
                     ---------------------------------------

     This Amended and Restated Security Agreement  ("Agreement") is entered into
and dated as of April 10,  2003,  by and  between  BRIAZZ,  Inc.,  a  Washington
corporation ("Borrower"),  Briazz Venture, L.L.C., an Illinois limited liability
company ("Briazz Venture"),  and Spinnaker Investment Partners, L.P., a Delaware
limited  partnership   ("Spinnaker"  and,  together  with  Briazz  Venture,  the
"Lenders").

                                    RECITALS

     WHEREAS,  Borrower and Briazz  Venture are parties to that certain  Amended
Security Agreement, dated March 6, 2003 (the "FFG Prior Security Agreement");

     WHEREAS,  Briazz  Venture is the holder of one or more Senior Secured Notes
(the "FFG Notes"), issued pursuant to that certain Amended and Restated Purchase
Agreement,  dated March 5, 2003,  between  Briazz Venture and Borrower (the "FFG
Purchase Agreement");

     WHEREAS,  Borrower  and Lenders  desire to amend and restated the FFG Prior
Security Agreement as set forth below.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged,  Borrower and Lenders hereby agree
as follows:

                                   ARTICLE I

                                   DEFINITIONS
                                   -----------

     The following  terms shall have the meanings set forth below (such meanings
to be  applicable  equally both to the singular and plural terms  defined)  when
used in this Agreement:

     "Accounts"  means all present and future  accounts,  contracts and contract
rights,  representations,  warranties,  including  Borrower's  rights (including
rights to payment)  under all  agreements,  together  with all  claims,  rights,
powers or  privileges  and remedies of Borrower  relating  thereto or arising in
connection therewith including all rights of Borrower to make determinations, to
exercise any election  (including  election of remedies) or option or to give or
receive any notice,  consent,  waiver or approval,  together with full power and
authority  to demand,  receive,  enforce,  collection  or receipt for any of the
foregoing or any Property which is the subject of any agreements,  to enforce or
execute any checks,  or other  instruments or orders,  to file any claims and to
take any action which (in either Lender's opinion) may be necessary or advisable
in connection with any of the foregoing.

     "Act" means the Securities Act of 1933, as amended.

     "Affiliate"  means any Person  controlling,  controlled  by,  under  common
control  with,  or owning at least ten percent (10%) of the voting shares of, an
enterprise, whether such control is direct or indirect.




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<PAGE>

     "Agreement" shall have the meaning ascribed to such term in the Preamble of
this Agreement.

     "Agreement Between Creditors" means the agreement,  dated as of December 2,
2002 and amended and restated as of the date hereof, by and between FFG (and its
Affiliates), Spinnaker, Laurus, and Borrower, and any amendments thereto.

     "Applicable Law" means any federal, state, local or foreign statute, law or
ordinance, or any judgment,  decree, rule, regulation or order applicable to the
Person or subject matter being described, as the context indicates.

     "Bankruptcy Code" means Title 11 of the United States Code, as amended, and
all rules, regulations and published interpretations promulgated thereunder.

     "Borrower"  shall have the meaning ascribed to such term in the Preamble of
this Agreement.

     "Business  Day"  means any day other  than a  Saturday,  Sunday or a day on
which  banking  institutions  are  authorized  or  required  by law to  close in
Chicago, Illinois.

     "CAPCO" means CAPCO  Financial  Company,  a division of Cupertino  National
Bank.

     "CAPCO  Subordination  Agreements" means the subordination  agreement dated
November 26, 2002, by and between CAPCO and Briazz  Venture,  and any amendments
thereto  and the  subordination  agreement  dated  April 10, 2003 by and between
CAPCO and Spinnaker, and any amendments thereto.

     "Capital  Stock",  with respect to any Person,  means any capital  stock of
such Person, whatever class or designation,  and all warrants, options, purchase
rights,  conversion or exchange  rights,  voting rights,  calls or claims of any
character with respect thereto.

     "Capitalized  Equipment  Lease  Obligation"  means,  as to any Person,  the
obligation  of such  Person  to pay  rent or  other  amounts  under a lease  for
equipment  used in the Person's  business and which is required to be classified
and accounted for as capital lease  obligations  under GAAP and, for purposes of
this  definition,  the  amount  of such  obligations  at any  date  shall be the
capitalized  amount of the  obligations  at such date,  determined in accordance
with GAAP.

     "Certificates  of  Designations"  means those certain Articles of Amendment
designating  Series D  Preferred  Stock of  Borrower  and the Series E Preferred
Stock of  Borrower,  in both cases as  currently on file or to be filed with the
Washington Secretary of State prior to the Closing Date.

     "Charter  Documents" means Borrower's articles of incorporation and bylaws,
as in effect on the date of this Agreement.

     "Closing  Date"  shall  have  the  meaning  ascribed  to  such  term in the
Spinnaker Purchase Agreement.



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<PAGE>

     "CPA" means a certified public accountant.

     "Code" means the Internal  Revenue Code of 1986, as amended,  including the
rules, regulations and published interpretations promulgated thereunder.

     "Collateral"  means all of the Property and interests in Property described
in Article II of this Agreement, and all other Property or interests in Property
that now or hereafter  secure the payment and  performance of any of the Secured
Obligations.

     "Default Rate" means fourteen percent (14%) per annum.

     "Due Date" means the date on which any payment is due under any Note.

     "EBITDA" means, for any measuring period,  Net Income before  extraordinary
items,  income  taxes,  interest  expense,   investment  income,   non-recurring
expenses,  depreciation and  amortization,  plus any losses incurred by Borrower
because  of FFG's  failure  to  comply  with  Section  1 of the Food  Production
Agreement.

     "Equipment" means all of Borrower's  right,  title and interest whether now
owned or hereafter acquired, in and to all equipment,  within the meaning of the
UCC and, in any event, including all machinery, equipment, furnishings, fixtures
and vehicles now or hereafter owned by Borrower and any additions, substitutions
and replacements of any of the foregoing,  wherever  located,  together with all
attachments,  components,  parts, equipment and accessories installed thereon or
affixed thereto.

     "ERISA" means the Employee  Retirement  Income Act of 1974, as amended,  or
the rules, regulations and published interpretations promulgated thereunder

     "Event of Default" means any "Event of Default" as defined in the Notes.

     "Exchange Act" means the Securities and Exchange Act of 1934, as amended.

     "Existing  Indebtedness" means the Indebtedness of Borrower in existence on
the  Initial  Closing  Date,  reduced to the extent  such  amounts  are  repaid,
refinanced or retired.

     "FFG"  means  Flying  Food  Group,  L.L.C.,  a Delaware  limited  liability
company.

     "FFG Notes" has the meaning set forth in the recitals to this Agreement.

     "FFG Purchase  Agreement" has the meaning set forth in the recitals to this
Agreement.

     "FFG Prior Security Agreement" has the meaning set forth in the recitals to
this Agreement.

     "Financial  Statements"  mean (i)  statements  of  operations  and retained
earnings, statements of cash flow, and balance sheets, (ii) such other financial
reports as the subject  entity shall  routinely and regularly  prepare and (iii)
such other  financial  reports as either Lender may



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<PAGE>

from time to time  reasonably  require.  Financial  Statements  may be unaudited
unless otherwise specified herein.

     "Food  Production  Agreement"  means the agreement  dated as of December 1,
2002, between FFG and Borrower.

     "GAAP" means generally accepted accounting principles consistently applied.

     "General  Intangibles"  means any  "general  intangibles,"  as such term is
defined for purposes of the UCC, now or hereafter  owned by Borrower and, in any
event, shall include all rights,  interests,  causes of actions,  claims and all
other intangible property of Borrower of every kind and nature, in each instance
whether now owned or  hereafter  acquired by Borrower  and however and  whenever
arising,  including  all  corporate  and  other  business  records;  all  loans,
royalties  and other  obligations  receivable;  customer  lists,  credit  files,
correspondence, and advertising materials; firm sale orders, other contracts and
contract  rights;  all interests in  partnerships  and joint  ventures;  all tax
refunds and tax refund  claims;  all right,  title and  interest  under  leases,
subleases,  licenses and  concessions and other  agreements  relating to real or
personal  property;  all payments due or made to Borrower in connection with any
requisition,  confiscation,  condemnation, seizure or forfeiture of any Property
by any Person or  Governmental  Authority;  all  deposit  accounts  (general  or
special) with any bank or other financial institution, including any deposits or
other sums  credited  by or due to Borrower  from either  Lender or any of their
respective  Affiliates  with the same rights therein as if the deposits or other
sums were  credited by or due from  either  Lender;  all credits  with and other
claims against carriers and shippers; all rights to indemnification; all patents
and patent applications  (including all reissues,  divisions,  continuations and
extensions);  all trade secrets and  inventions;  all copyrights  (including all
computer software and related documentation); all rights and interests in and to
trademarks,  trademark  registrations  and applications  therefor,  trade names,
corporate  names,  brand  names,  slogans,  all  goodwill  associated  with  the
foregoing;  all license  agreements and franchise  agreements,  all reversionary
interests in pension and profit sharing plans and  reversionary,  beneficial and
residual  interests in trusts;  all  proceeds of insurance of which  Borrower is
beneficiary;  and all letters of credit,  guaranties,  liens, security interests
and other  security  held by or granted to  Borrower;  and all other  intangible
property, whether or not similar to the foregoing.

     "Governmental  Authority" means any government,  governmental or regulatory
agency or body, court, arbitrator or self-regulatory  organization,  domestic or
foreign.

     "Holder"  means  any  holder  of  any of the  Notes  or any of the  Secured
Obligations.

     "Increased  Principal  Amount" shall have the meaning ascribed to such term
in the Notes.

     "Indebtedness"  of  any  Person  means  (i)  all  obligations,   debts,  or
liabilities  of such Person  which in  accordance  with GAAP would be shown on a
balance sheet of such Person as a liability;  (ii) all  obligations,  debts,  or
liabilities of such Person for borrowed money or for the deferred purchase price
of Property or services,  (iii) the face amount of all letters of credit  issued
for the  account of such  Person  and,  without  duplication,  all drafts  drawn
thereunder,  except  to



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<PAGE>

the extent it is an obligation,  debt or liability  described in clauses (i) and
(ii) above; (iv) all obligations, debts or liabilities for borrowed money or for
the deferred  purchase price of Property or services  secured by any Lien on any
Property owned by such Person,  whether or not such obligation has been assumed;
and (v) all rental  obligations  under leases  required to be capitalized  under
GAAP and all  guarantees  and other  contingent  obligations  of such  Person in
respect  of, or  obligations  to purchase or  otherwise  acquire,  or to provide
payment of, obligations, debts or liabilities of other Persons.

     "Initial Closing Date" shall have the same meaning ascribed to such term in
the FFG Purchase Agreement.

     "Interest  Payment  Date"  means  the  first  Business  Day of  each  month
occurring  after  the  Initial  Closing  Date,  beginning  April  1,  2003,  and
continuing  until the Maturity  Date of the Notes,  whether by  acceleration  or
otherwise.

     "Interest Period" means any one of consecutive one-month periods, the first
of which shall begin on the Initial  Closing Date and end on the last day of the
month in which the Initial  Closing Date occurs and the rest of which shall each
begin on the first day of each full month  thereafter and end on the last day of
that month.

     "Interest   Rate"  means  (i)  before  the   occurrence  of  or  after  the
discontinuance  of an Event of Default,  ten percent  (10%) per annum;  and (ii)
after the  occurrence  and during the  continuance  of an Event of Default,  the
Default Rate.

     "Inventory" means all of Borrower's right, title and interest,  whether now
owned or hereafter  acquired in and to all inventory,  within the meaning of the
UCC,   now  or   hereafter   owned  by  Borrower,   including   raw   materials,
work-in-process  and  finished  goods  and  material  or  equipment  useable  in
processing such inventory, and all documents of title covering such inventory.

     "Investment"  by any Person means any direct or indirect (1) loan,  advance
or other extension of credit or capital  contribution  (by means of transfers of
cash or other  property  (valued at the fair market value thereof as of the date
of  transfer)  to others or payments for property or services for the account or
use of others, or otherwise) (excluding commission,  travel and similar advances
to officers and employees made in the ordinary course of business), (2) purchase
or acquisition of Capital Stock, bonds, notes, debentures or other securities or
evidences  of  Indebtedness  issued  by  any  other  Person,  (3)  guarantee  or
assumption  of any  Indebtedness  or any other  obligation  of any other  Person
(except for an assumption of Indebtedness for which the assuming Person receives
consideration  at the time of such  assumption in the form of property or assets
with  a fair  market  value  at  least  equal  to the  principal  amount  of the
Indebtedness assumed,  extensions of trade credit or other advances to customers
on  commercially  reasonable  terms in accordance with normal trade practices or
otherwise in the ordinary course of business,  workers'  compensation,  utility,
lease and similar  deposits and prepaid  expenses made in the ordinary course of
business,  and  endorsements  of  negotiable  instruments  and  documents in the
ordinary  course of business),  and (4) all other items that would be classified
as  investments  on a balance sheet of such Person  prepared in accordance



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<PAGE>

with GAAP. The amount of any  Investment  shall not be adjusted for increases or
decreases in value, or write-ups, write-downs or write-offs with respect to such
Investment.

     "Involuntary  Borrower  Bankruptcy" shall have the meaning ascribed to such
term in the Notes.

     "Laurus" means Laurus Master Fund, Ltd.

     "Lenders"  shall have the meaning  ascribed to such term in the Preamble of
this Agreement.

     "Lien"  means any  mortgage,  pledge,  hypothecation,  assignment,  deposit
arrangement,  encumbrance, lien (statutory or other), or preference, priority or
other  security  agreement  of any  kind or  nature  whatsoever  (including  any
conditional sale or other title retention agreement,  any financing lease having
substantially  the same  effect as any of the  foregoing,  and any filing of any
financing  statement under the Uniform  Commercial Code or comparable law of any
jurisdiction).

     "Liquidated  Damages" means damages then owing pursuant to the Registration
Rights Agreement.

     "Loan  Instruments"  means  this  Agreement,  the Notes,  the FFG  Purchase
Agreement,  the Spinnaker Purchase Agreement, the Registration Rights Agreement,
the Warrants,  the Certificate of Designations,  the Food Production  Agreement,
the Voting Agreement, the Agreement Between Creditors and any other documents or
instruments  executed or delivered in connection  therewith whether on, prior to
or following the date of this Agreement.

     "Maturity Date" means March 6, 2004; provided,  that if the promissory note
dated September 30, 2002,  between  Borrower and U.S. Bank, as it may be amended
from time to time,  becomes due prior to the  Maturity  Date,  then the Maturity
Date shall be one (1) Business Day prior to the date such  indebtedness  becomes
due.

     "Nasdaq"  means the NASD OTC Bulletin  Board,  Nasdaq  SmallCap  Market and
Nasdaq National Market System.

     "Net Income" shall mean the  consolidated  after-tax income of Borrower for
federal income tax purposes,  computed in accordance with GAAP for the period in
question.

     "Notes" means the Senior Secured Notes issued  pursuant to the FFG Purchase
Agreement and the Spinnaker Purchase Agreement.

     "Notice Addresses" mean:

          If to Borrower:

                BRIAZZ, Inc.
                3901 7th Avenue South, #200
                Seattle, Washington 98108
                Attention: Chief Executive Officer



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<PAGE>


                Telephone:  (206) 467-0994
                Facsimile:   (206) 467-1970

          With a copy to:

                Dorsey & Whitney LLP
                1420 Fifth Avenue, Suite 3400
                Seattle, Washington 98101
                Attention: Kimberley R. Anderson, Esq.
                Telephone:  (206) 903-8803
                Facsimile:  (206) 903-8820

          If to Briazz Venture:

                Briazz Venture, L.L.C.
                c/o New Management, Ltd.
                212 North Sangamon Street, Suite 1-A
                Chicago, Illinois 60607
                Attention:  David Cotton
                Phone:  (312) 243-2122
                Fax:  (312) 243-5088

          With a copy to:

                Shefsky & Froelich Ltd.
                444 North Michigan Avenue, Suite 2500
                Chicago, Illinois 60611
                Attention:  Michael J. Choate, Esq.
                Telephone: (312) 836-4066
                Facsimile:  (312) 527-5921

          If to Spinnaker:

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

          With a copy to:

                Fulbright & Jaworski L.L.P.
                666 Fifth Avenue
                New York,  New York  10103
                Attention:  Merrill M. Kraines, Esq.
                Telephone:  (212) 318-3000
                Facsimile:  (212) 318-3400



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<PAGE>

     "Other Personal  Property"  means all personal  Property of Borrower of any
nature whatsoever,  including cash, cash equivalents,  bank accounts,  deposits,
credit balances,  notes, drafts,  letters of credit, stocks, bonds, and debt and
equity securities,  whether or not certificated, and warrants, options, puts and
calls and other rights to acquire or otherwise  relating to the same,  insurance
proceeds and books and records  relating to any of the Property  covered by this
Agreement,  contract rights, goods, equipment,  instruments,  documents, chattel
paper, machinery, furniture, furnishings, fixtures, tools, supplies, appliances,
plans and drawings, together with all customer and supplier lists and records of
the business;  and all  accounting  information  pertaining to operations in, or
about any of  Borrower's  plants,  and all media in which or on which any of the
information  or  knowledge  or data is stored  or  contained,  and all  computer
programs used for the compilation or printout of such information (to the extent
Borrower is permitted to grant a security interest under any applicable  license
agreement),  knowledge,  records  or data;  and all  Property  from time to time
described in any financing  statement  (UCC-1) signed by Borrower naming Lenders
as  secured  parties,  together,  in each  instance,  with  all  accessions  and
additions  thereto,  substitutions  therefor,  and  replacements,  proceeds  and
products thereof.

     "Permits" mean any permit, certificate,  authorization,  approval, consent,
license or order of, or filing, registration, declaration or qualification with,
any Governmental Authority or any other person.

     "Permitted  Filings"  shall have the meaning set forth in the FFG  Purchase
Agreement and the Spinnaker Purchase Agreement.

     "Permitted Indebtedness" means, without duplication, each of the following:

          (i) Indebtedness under the Notes;

          (ii) Existing Indebtedness;

          (iii)  Indebtedness in respect of bid,  performance or surety bonds or
letters of credit  issued for the account of Borrower in the ordinary  course of
business,  including  guarantees  or  obligations  of Borrower  with  respect to
letters of credit  supporting  such bid,  performance or surety  obligations (in
each case  other  than for an  obligation  for  money  borrowed)  or to  provide
security for worker's  compensation  claims,  payment  obligations in connection
with self-insurance or similar  requirements in the ordinary course of business;
and

          (iv)  Indebtedness  for  accounts  payable not to exceed an  aggregate
principal  amount of $2.0 million at any one time  outstanding and any guarantee
thereof, including Existing Indebtedness for accounts payable.

     "Permitted Liens" means:

          (i) Liens for taxes,  assessments and  governmental  charges or claims
either  (a) not yet due or not  delinquent  or (b)  contested  in good  faith by
appropriate  Proceedings  and as to which  Borrower  shall have set aside on its
books such reserves as may be required pursuant to GAAP;



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<PAGE>

          (ii) statutory Liens of landlords and Liens of carriers, warehousemen,
mechanics,  suppliers,  materialmen,  repairmen  and other Liens  imposed by law
incurred in the  ordinary  course of business for sums not  delinquent  for more
than 30  days or  being  contested  in good  faith,  if such  reserve  or  other
appropriate provision, if any, as shall be required by GAAP shall have been made
in respect thereof;

          (iii)  Liens  incurred  or  deposits  made in the  ordinary  course of
business in connection with workers'  compensation,  unemployment  insurance and
other types of social security;

          (iv) Any  interest or title of a lessor  under any  Capital  Equipment
Lease Obligation or operating lease;

          (v) Liens securing Purchase Money Indebtedness in compliance with this
Agreement;  provided that the related Purchase Money  Indebtedness  shall not be
secured by any property or assets of Borrower  other than the property or assets
so acquired and any proceeds therefrom;

          (vi)  Liens on  Borrower's  Receivables  granted  in favor of CAPCO in
connection  with  Indebtedness  incurred by  Borrower to CAPCO  pursuant to that
certain contract for sale security agreement dated August 28, 2002 between CAPCO
and Borrower;

          (vii)  Liens  securing  reimbursement   obligations  with  respect  to
commercial  letters of credit  that  encumber  documents  and other  property or
assets relating to such letters of credit and products and proceeds thereof;

          (viii) Liens  granted in favor of Laurus in  connection  with Existing
Indebtedness  incurred by Borrower to Laurus to the extent  consistent  with the
Agreement Between Creditors;

          (ix) Liens securing obligations in respect of the Notes;

          (x) [Reserved]; and

          (xi) any extension,  renewal,  refinancing or replacement, in whole or
in part, of any Lien described in clauses (i)-(x) of this definition, so long as
no additional collateral is granted as security therefor.

     "Person"  means and includes any  individual,  partnership,  joint venture,
firm, corporation,  association,  trust or other enterprise or any government or
political subdivision or agency, department or instrumentality thereof.

     "Preferred  Stock" means Borrower's Series D Preferred Stock, no par value,
and the Borrower's Series E Preferred Stock, no par value.



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<PAGE>

     "Proceeding"  means any action,  claim, suit,  demand,  hearing,  notice of
violation or deficiency,  or proceeding  (including any investigation or partial
proceeding, such as a deposition), whether domestic or foreign.

     "Property"  means any  interest in any kind of  property or asset,  whether
real, personal or mixed, or tangible or intangible.

     "Purchase  Money  Indebtedness"  means  Indebtedness,  or that  portion  of
Indebtedness,  of any Person  incurred in connection with the acquisition by the
Person,  subsequent  to the date hereof,  of any  property or assets,  including
Capital Equipment Lease Obligations.

     "Receivables" means all of Borrower's right, title and interest whether now
owned or hereafter acquired, in and to all right to payment for goods (including
freight and taxes) sold or leased or services performed by Borrower, whether now
in existence or arising from time to time hereafter,  including rights evidenced
by an account,  note,  contract,  security  agreement,  chattel paper,  or other
evidence of  Indebtedness or security,  together with (a) all security  pledged,
assigned,  hypothecated  or  granted  to or  held  by  Borrower  to  secure  the
foregoing,  (b) all of Borrower's right, title and interest in and to any goods,
the sale of which  gave  rise  thereto,  (c) all  guarantees,  endorsements  and
indemnifications on, or of, any of the foregoing, (d) all powers of attorney for
the  execution of any evidence of  Indebtedness  or security or other writing in
connection  therewith,  (e) all  books,  records,  ledger  cards,  and  invoices
relating  thereto,  (f) all evidences of the filing of financing  statements and
other  statements  and the  registration  of  other  instruments  in  connection
therewith and amendments thereto, notices to other creditors or secured parties,
and  certificates  from filing or other  registration  officers,  (g) all credit
information,  reports and memoranda relating thereto, and (h) all other writings
related in any way to the foregoing.

     "Registration  Rights  Agreement"  means that certain  Amended and Restated
Registration Rights Agreement, dated of even date herewith, between Borrower and
Lenders.

     "Related  Party"  means any  executive  officer,  director  or  shareholder
owning,  directly or indirectly,  10% or more of Borrower's Capital Stock or any
member of any such person's immediate family.

     "Restricted Payment" means:

          (i) declare or pay any dividend or make any distribution on account of
any Capital Stock of Borrower;

          (ii)  purchase,  redeem or  otherwise  acquire or retire for value any
Capital Stock of Borrower;

          (iii)  make any  principal  payment  on,  purchase,  defease,  redeem,
prepay,  decrease  or  otherwise  acquire  or  retire  for  value,  prior to any
scheduled final maturity, scheduled repayment or scheduled sinking fund payment,
any Subordinated Indebtedness of Borrower; or

          (iv) make any Investment in any Person;



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<PAGE>

     "Secured  Obligations" means all obligations and liabilities of Borrower to
Lenders  under  this  Agreement,  the  Notes and the Food  Production  Agreement
(including all debts,  claims,  and  Indebtedness)  whether primary,  secondary,
direct,  contingent,  fixed or otherwise,  heretofore,  now or from time to time
hereafter owing, due or payable however evidenced,  created, incurred,  acquired
or owing and however arising,  whether under this Agreement or otherwise,  or by
oral agreement or operation of law or otherwise.

     "Shareholder Approval" means the approval from the holders of a majority of
Borrower's  common  stock of the issuance of shares of  Borrower's  common stock
upon the conversion of the Preferred  Stock as provided in the  Certificates  of
Designations.

     "Spinnaker  Note" means that certain  Senior  Secured Note,  dated the date
hereof, issued pursuant to the Spinnaker Purchase Agreement.

     "Spinnaker Purchase Agreement" means that certain Purchase Agreement, dated
as of the date hereof, between Borrower and Spinnaker.

     "Subordinated  Indebtedness"  means any  Indebtedness  of Borrower  that is
subordinated  in right of payment by its terms or the terms of any  document  or
instrument relating thereto to the Notes in any respect.

     "Total Debt" means all liabilities,  obligations and reserves (in each case
excluding  the  amount  of any and all  indebtedness  which is  subordinated  to
Lenders),  contingent or otherwise,  which,  in accordance  with GAAP,  would be
reflected on a balance sheet or would be required to be disclosed in a financial
statement  including,  without  duplication:  (i) all  Indebtedness for borrowed
money,   (ii)  all  obligations  under  conditional  sales  or  title  retention
agreements, and (iii) all obligations secured by any Lien upon any of Borrower's
Property.

     "UCC"  means the Uniform  Commercial  Code,  as the same may,  from time to
time, be effect in the State of Washington; provided, however, in the event that
by  reason  of  mandatory  provisions  of  law,  any or  all of the  attachment,
perfection  or priority  of Lenders'  security  interest  in any  Collateral  is
governed by the Uniform  Commercial  Code as in effect in a  jurisdiction  other
than the State of Washington,  the term "UCC" shall mean the Uniform  Commercial
Code as in effect in such other  jurisdiction  for  purposes  of the  provisions
hereof relating to such  attachment,  perfection or priority and for purposes of
definitions related to such provisions.

     "Voting  Agreement"  means the  agreement  dated March 5, 2003 among Briazz
Venture and Victor D. Alhadeff and the agreements among Briazz Venture and other
shareholders  of Borrower  delivered in accordance with Section 3(dd) of the FFG
Notes.

     "Warrants" means the Warrants issued by Borrower to the Lenders pursuant to
the FFG Purchase Agreement and the Spinnaker Purchase Agreement.

     References  to  "Articles,"  "Sections,"   "Subsections,"   "Exhibits"  and
"Schedules" shall be to Articles, Sections, Subsections, Exhibits and Schedules,
respectively,  of this Agreement unless otherwise specifically provided. In this
Agreement, the words "including", "includes" and "include" shall be deemed to be
followed by the words "without  limitation;"  references to agreements and other
contractual  instruments  shall be  deemed  to  include  subsequent



                                       12
<PAGE>

amendments, assignments, and other modifications thereto, but only to the extent
such amendments,  assignments and other  modifications are not prohibited by the
terms of this  Agreement or any other Loan  Instruments;  and all  references to
statutes and related  regulations  shall include any  amendments of same and any
successor statutes and regulations.  The word "knowledge" means, when applied to
Borrower,  the actual  knowledge,  after due  inquiry,  of any of the  executive
officers of Borrower. Unless the context otherwise requires, defined terms shall
include the singular and plural and the conjunctive and disjunctive forms of the
terms defined.

                                   ARTICLE II

                          PLEDGE AND SECURITY INTEREST
                          ----------------------------

     Section 2.1 Pledge and Grant of Security Interest.  As collateral  security
for the prompt  and  complete  payment  and  performance  when due of all of the
Secured Obligations, Borrower does hereby grant to Lenders, subject to Permitted
Liens,  a  continuing  first-priority  security  interest in, to and under (with
respect to everything  described  below) all of Borrower's  assets (as set forth
below, the  "Collateral"),  whether now owned or existing or hereafter  created,
acquired  or arising and  wherever  located,  including  (i)  Receivables;  (ii)
Inventory; (iii) Equipment; (iv) General Intangibles;  (v) all books and records
of  Borrower;  (vi)  all  Accounts  of  Borrower;  (vii)  all  liens,  security,
guaranties,  endorsements,  warranties  and  indemnities,  and all insurance and
claims for insurance relating thereto or arising in connection therewith; (viii)
all rights to  Property  forming the subject  matter of the  Accounts;  (ix) all
notes,  contracts,  security  agreements,  guaranties,  chattel  paper and other
evidence  of  indebtedness  or  security,  all  powers-of-attorney,  all  books,
records,  ledger  cards  and  invoices,  all  credit  information,  reports,  or
memorandums and all evidence of filings or registrations  relating thereto;  (x)
all Other  Personal  Property;  (xii) all additions,  accessions,  replacements,
substitutions or improvements and all products and proceeds  including  proceeds
of insurance,  of any and all of the collateral described in clauses (i) through
(x) and proceeds  (including all insurance and claims for insurance  effected or
held for the benefit of Borrower) and products of any and all of the foregoing.

     Section 2.2  Application  to  After-Acquired  Property.  Lenders'  security
interest under this Agreement extends to all Collateral of the kind which is the
subject of this  Agreement  which  Borrower  may  acquire at any time during the
continuation of this Agreement.

     Section 2.3 Security for Secured Obligations; Limitation of Liability. This
Agreement  secures the payment of all  obligations  of Borrower now or hereafter
existing  under this  Agreement,  the Notes and the Food  Production  Agreement,
whether for principal,  premium, interest, fees, expenses or otherwise.  Without
limiting the generality of the foregoing,  this Agreement secures the payment of
all amounts that constitute part of the Secured Obligations and would be owed by
Borrower  under  or with  respect  to this  Agreement,  the  Notes  and the Food
Production  Agreement,  but for the  fact  that  they are  unenforceable  or not
allowable  due to the  existence  of a  bankruptcy,  reorganization  or  similar
Proceeding involving Borrower.

     Section  2.4  Borrower  Remains  Liable.  Anything  herein to the  contrary
notwithstanding,  (a) Borrower  shall  remain  liable  under the  contracts  and
agreements included in the Collateral to the extent set forth therein to perform
all of  Borrower's  duties and  obligations  thereunder to the same extent as if
this Agreement had not been  executed,  (b) the exercise by



                                       13
<PAGE>

either Lender of any of the rights hereunder shall not release Borrower from any
of its duties or obligations under the contracts and agreements  included in the
Collateral and (c) neither  Lender shall have any obligation or liability  under
the  contracts  and  agreements  included  in the  Collateral  by reason of this
Agreement,  nor  shall  either  Lender  be  obligated  to  perform  any  of  the
obligations or duties of Borrower thereunder or to take any action to collect or
enforce any claim for payment assigned hereunder.

     Section 2.5 Related Security Agreements. This Agreement amends and restates
the FFG Prior Security Agreement. The terms and conditions of this Agreement are
subject to the terms and conditions of the CAPCO Subordination Agreement and the
Agreement Between Creditors.

                                  ARTICLE III

                            COLLATERAL ADMINISTRATION
                            -------------------------

     Section 3.1 Additional  Covenants.  Borrower  covenants and agrees that, so
long as this  Agreement  is in effect and until all of its  Secured  Obligations
have been satisfied and are paid in full, it will:

     (i) pay and discharge all taxes,  assessments and  governmental  charges or
     levies  imposed upon Borrower 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;

     (ii)  maintain  insurance  in the amounts and against the risks as shall be
     consistent with prudent business practices in Borrower's industry, which in
     no event  shall be less  than  the  insurance  coverage  as  Lenders  shall
     reasonably require from time-to-time;

     (iii) allow any  representative  of Lenders to examine  Borrower's books of
     record and account and to discuss Borrower's affairs, finances and accounts
     with  Borrower's  officers,  all at such  reasonable  time  and as often as
     Lenders may reasonably request; and

     (iv) 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.



                                       14
<PAGE>

     Section 3.2 Provisions Concerning Collateral.

          3.2.1  Further  Actions.  Borrower  will,  at its own  expense,  make,
execute, endorse, acknowledge, file or deliver to Lenders from time to time such
lists,  descriptions  and  designations of its  Collateral,  documents of title,
vouchers, invoices, schedules, confirmatory assignments,  conveyances, financing
statements, transfer endorsements, powers of attorney, certificates, reports and
other  assurance  on  instruments  and take such further  steps  relating to the
Collateral and other Property or rights covered by the security  interest hereby
granted,  which  Lenders deem  reasonably  appropriate  or advisable to perfect,
preserve or protect its security interest in the Collateral.

          3.2.2  Financing  Statements.  Borrower  agrees to sign and deliver to
Lenders such financing statements, in form acceptable to Lenders, as Lenders may
from time to time  reasonably  request or as are  necessary  or desirable in the
opinion of Lenders to  establish  and  maintain,  except as provided  herein,  a
valid,   enforceable,   continuing   first-priority  security  interest  in  the
Collateral  and  the  other  rights  and  security  contemplated  hereby  all in
accordance  with  the UCC or any  other  relevant  law.  Borrower  will  pay any
applicable filing fees and related expenses. Borrower authorizes Lenders to file
any such financing statements without the signature of Borrower.

                                   ARTICLE IV

                                EVENTS OF DEFAULT
                                -----------------

     Section  4.1 Events of  Default  Defined.  An Event of Default  shall be as
defined in the Notes.

                                   ARTICLE V

                                    REMEDIES
                                    --------

     Section 5.1 Remedies  Upon Default.  Upon an Event of Default,  each Lender
shall have any and all of the  remedies to which it is entitled  under the Notes
issued to it.

                                   ARTICLE VI

                                  MISCELLANEOUS
                                  -------------

     Section 6.1 Right of Setoff.  In  addition  to any rights now or  hereafter
granted  under  Applicable  Law or otherwise and not by way of limitation of any
such  rights,  upon the  occurrence  of an Event of Default,  Lenders are hereby
authorized  at any  time or from  time to  time,  without  presentment,  demand,
protest or other notice of any kind to Borrower or to any other Person, any such
notice being hereby  expressly  waived,  to set off and to appropriate and apply
any and all deposits (general or special) and any other indebtedness at any time
held or owing by either  Lender to or for the credit or the  account of Borrower
against and on account of the Secured Obligations and liabilities of Borrower to
Lenders  under  any Loan  Instrument  and all  other  claims  of any  nature  or
description  arising out of or connected with any Loan Instrument,



                                       15
<PAGE>

irrespective of whether or not Lenders shall have made any demand  hereunder and
although said Secured Obligations,  liabilities or claims, or any of them, shall
be contingent or unmatured.

     Section 6.2 Notices. All notices, demands, consents, requests, instructions
and other  communications  to be given or  delivered  or  permitted  under or by
reason  of  the  provisions  of  this  Agreement,  or  in  connection  with  the
transactions  contemplated hereby and thereby,  shall be in writing and shall be
deemed to be delivered and received by the intended recipient as follows: (a) if
personally  delivered,  on the Business Day of such delivery (as evidence by the
receipt  of the  personal  delivery  service);  (b) if  mailed by  certified  or
registered  mail,  return  receipt  requested,  four (4) Business Days after the
aforesaid  mailing;  (c) if  delivered by  overnight  courier  (with all charges
having been prepaid),  on the second Business Day of such delivery (as evidenced
by the receipt of the overnight courier service of recognized standing);  or (d)
if delivered by facsimile transmission,  on the Business Day of such delivery if
sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time,
on the next succeeding Business Day (as evidenced by the printed confirmation of
delivery generated by the sending party's telecopier machine). All such notices,
demands, consents, requests,  instructions and other communications will be sent
to the applicable Notice Addresses.

     Section 6.3  Successors and Assigns.  This Agreement  shall be binding upon
and inure to the benefit of and be enforceable by the respective  successors and
permitted  assigns of the parties hereto;  provided,  however,  Borrower may not
assign or transfer  any of its  interests  hereunder  without the prior  written
consent of each of the Lenders. All agreements, statements,  representations and
warranties  made by Borrower  herein or in any  certificate or other  instrument
delivered by Borrower or on Borrower's behalf under any Loan Instrument shall be
considered  to have been relied upon by Lenders and shall  survive the execution
and delivery of the Loan  Instruments  regardless of any  investigation  made by
Lenders or on their behalf. Lenders may at any time grant or sell participations
in, or assign or otherwise dispose of all or any part of its interests hereunder
or under any of the Notes to any Person at its own expense,  provided  that such
transfer is permitted under the terms of the FFG Purchase Agreement or Spinnaker
Purchase Agreement, as may be relevant.

     Section 6.4 No Waiver; Remedies Cumulative. No failure or delay on the part
of any Lender or any Holder in exercising  any right,  power or privilege  under
any Loan Instrument,  no renewal or extension of any of the Secured Obligations,
and no course of dealing between  Borrower and any of the Lenders or such Holder
shall operate as a waiver thereof;  nor shall any single or partial  exercise of
any right,  power or privilege under any Loan  Instrument  preclude any other or
further exercise of any right, power or privilege  hereunder or thereunder.  The
rights and remedies herein  expressly  provided are cumulative and not exclusive
of any rights or remedies  which any Lender or any Holder would  otherwise  have
under any Loan Instrument or now or hereafter  existing at law or in equity,  or
by  statute.  No  notice  to or demand on  Borrower  in any case  shall  entitle
Borrower  to any  other  or  further  notice  or  demand  in  similar  or  other
circumstances  or  constitute a waiver of the rights of any Lender or any Holder
to any other or further action in any circumstances without notice or demand.

     Section  6.5  Governing  Law.  This  Agreement  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



                                       16
<PAGE>

District  of  Illinois  or any  Illinois  state  court  located in Cook  County,
Illinois in the event any dispute arises out of this Agreement; (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 Agreement 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 Agreement.

     Section 6.6  Counterparts.  This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts,  each
of which when so executed and delivered  shall be an original,  but all of which
shall together constitute the same instrument.

     Section 6.7  Effectiveness.  This Agreement  shall become  effective on the
date on which all of the parties hereto shall have signed a copy hereof (whether
the same or different  copies) and shall have  delivered the same to each of the
Lenders.

     Section 6.8 Headings Descriptive.  The headings of the several sections and
subsections of this Agreement are inserted for convenience only and shall not in
any way affect the meaning or construction of any provision of this Agreement.

     Section  6.9  Amendment  or  Waiver.  This  Agreement  may not be  amended,
changed, waived,  discharged or terminated without the written consent of Briazz
Venture, Spinnaker and Borrower.

     Section  6.10  Severability.  Any  provision  of this  Agreement  which  is
prohibited or unenforceable in any jurisdiction  shall, as to such jurisdiction,
be ineffective to the extent of such  prohibition  or  unenforceability  without
invalidating  the  remaining  provisions  hereof,  and any such  prohibition  or
unenforceability   in  any   jurisdiction   shall  not   invalidate   or  render
unenforceable such provision in any other jurisdiction.

     Section 6.11 Obligations  Absolute.  The obligations of Borrower  hereunder
shall  remain in full  force and  effect  without  regard  to,  and shall not be
impaired  by,  (a)  any  bankruptcy,  insolvency,  reorganization,  arrangement,
readjustment,  composition,  liquidation or the like of Borrower  (except to the
extent required by law); (b) any exercise or non-exercise, or any waiver of, any
right, remedy, power or privilege under or in respect of any Loan Instrument; or
(c) any  amendment to or  modification  of any document  evidencing  or securing
Borrower's Secured Obligations to Lenders or any security for any of the Secured
Obligations;  whether or not  Borrower  shall have notice or knowledge of any of
the  foregoing;  except,  under  (b)  and  (c),  as  otherwise  provided  in the
applicable Loan Instruments.

     Section 6.12 Borrower's  Duties.  It is expressly  agreed,  anything herein
contained to the contrary notwithstanding,  that Borrower shall remain liable to
perform  all of the  obligations,  if any,  assumed  by it with  respect  to the
Collateral  and neither Lender shall have any  obligations  or liabilities  with
respect to any  Collateral  by reason of or arising out of this  Agreement,  nor
shall either Lender be required or obligated in any manner to perform or fulfill
any of the obligations of Borrower under or with respect to any Collateral.



                                       17
<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have caused their duly  authorized
officers  to execute  and  deliver  this  Agreement  as of the date first  above
written.

BORROWER:

BRIAZZ, INC.



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

Name: Victor D. Alhadeff
      ----------------------------

Title: CEO
      ----------------------------


LENDERS:

BRIAZZ VENTURE, L.L.C.


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

Name: David L. Cotton
      ----------------------------

Title: Chief Financial Officer
      ----------------------------



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

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

Name: Charles C. Matteson, Jr.
      ----------------------------

Title: Manager
      ----------------------------






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