EXHIBIT 10.38




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 EVIDENCE SATISFACTORY TO IT WHICH MAY INCLUDE AN OPINION OF COUNSEL FOR
THE HOLDER OF THESE SECURITIES REASONABLY  SATISFACTORY TO THE COMPANY THAT SUCH
SALE,  TRANSFER,  ASSIGNMENT,   PLEDGE,  ENCUMBRANCE,   HYPOTHECATION  OR  OTHER
DISPOSITION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933.

                               SENIOR SECURED NOTE

$550,000                                                          April 10, 2003


     FOR VALUE RECEIVED, the undersigned, BRIAZZ, INC., a Washington corporation
("Borrower"),  promises to pay to the order of  SPINNAKER  INVESTMENT  PARTNERS,
L.P.,  a  Delaware  limited  partnership  ("Lender"),  at such  place  as may be
designated  from time to time in writing by Lender,  the  principal  sum of Five
Hundred Fifty Thousand  Dollars  ($550,000) in lawful money of the United States
of America.

     This Note is being issued in connection with, among other  agreements,  the
Purchase  Agreement by and between  Borrower  and Lender,  dated as of April 10,
2003 (the "Purchase Agreement"), and the Amended and Restated Security Agreement
by and between Borrower,  Lender and Briazz Venture,  L.L.C.  ("Briazz Venture")
dated as of April 10, 2003 (the "Security  Agreement").  Capitalized  terms used
herein  without  definition  shall  have the  meanings  given  such terms in the
Security  Agreement.  In accordance with the Agreement Between  Creditors,  this
Note shall  rank  equally  with any and all  promissory  notes  issued to Briazz
Venture,  including without limitation those promissory notes issued by Borrower
pursuant to that certain Purchase Agreement, dated as of March 5, 2003 (the "FFG
Purchase Agreement"), and any notes issued in replacement thereof.

     1.   Payment Terms.

          (a) Principal. The unpaid principal balance and all unpaid and accrued
interest on this 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 this 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  this Note is fully  repaid.  If an Event of Default
occurs and while such Event of Default is continuing, the interest




                                      -1-
<PAGE>

rate shall be increased to 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 this Note outstanding without premium or penalty.

          (d) Recordation of Principal  Repayments.  The date and amount of each
payment of  principal  of this Note  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 this Note
to repay  the  principal  amount  of this 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 this 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
this 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 this 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.

          (g) Warrant and Preferred Stock Payment.  Borrower hereby acknowledges
and agrees  that  Lender  shall be  permitted  to cancel all or a portion of the
amount then due hereunder in  satisfaction of some or all of the amount due from
Lender to Borrower in  connection  with the exercise of that certain  Warrant to
purchase  1,193,546  shares of Borrower's  common stock,  dated the date hereof,
held by Lender or the  conversion  of shares of  Borrower's  Series E  Preferred
Stock.  Any amount so canceled  shall be applied to amounts due hereunder in the
manner specified in Section 1(e) above.

     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 this Note, together with interest, is paid in full, unless
otherwise consented to by Lender in writing:



                                      -2-

<PAGE>

          (a) Payment of Notes. Borrower shall pay the principal of and interest
on this 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.

          (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,  (iii)
transactions pursuant to the Food Production Agreement, as such agreement stands
as  of  the  date  hereof,  or  (iv)  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 this 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.



                                      -3-
<PAGE>

          (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  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 this Note 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 the Security  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 Note, 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 this 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 Note 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).

          (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




                                      -4-
<PAGE>

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 this 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.

          (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



                                      -5-
<PAGE>

and Flying Food Group,  L.L.C., as such agreement stands on the date hereof), 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
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



                                      -6-
<PAGE>

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,  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 its  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.

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 while this Note remains unpaid,  Borrower shall deliver to Lenders an
unaudited:

                    (1) statement of income;

                    (2) balance sheet; and

                    (3) statement of cash flows



                                      -7-
<PAGE>

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 this
Note 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. Lender shall have the right to designate one (1) person to
serve on Borrower's board of directors and Borrower shall take whatever steps as
are necessary in connection therewith including,  without limitation,  providing
for such  person's  nomination as a director at any meeting of  stockholders  at
which directors are to be appointed (or any written consent in lieu thereof).

4.   Events of Default.

     (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 this 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 this 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).



                                      -8-
<PAGE>

          (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. For the avoidance of doubt,  Indebtedness as used herein
shall be deemed to include any and all Indebtedness to Briazz Venture, FFG under
the Food  Production  Agreement,  Laurus,  CAPCO and any  Affiliate  of any such
Person.

          (v) Bankruptcy, Receiver.

               (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.

     (b) Effect of Event of Default.  Upon the occurrence of an Event of Default
described  in  Section 4, the  amount  due and owing  under this Notes  shall be
increased to One Hundred Thirty Percent (130%) of the then outstanding aggregate
principal amount of this Note, 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 this  Note,  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
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.



                                      -9-
<PAGE>

     (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 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  Note  and  the  related  Security  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



                                      -10-
<PAGE>

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, 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



                                      -11-
<PAGE>

          (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 Note, the Security  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;

          (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 Note,  the Security
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  Note,  the
Security 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.



                                      -12-
<PAGE>

     7.  Transfer. This Note may not be transferred or assigned by Lender except
as permitted in Section 7(c) of 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, other than as contemplated by the Purchase Agreement.

     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.

     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.




                                      -13-
<PAGE>

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


                                   BORROWER:

                                   BRIAZZ, INC.


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


AGREED AND ACCEPTED

HOLDER:


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
       -------------------------------