EXHIBIT 10.42





                              AMENDED AND RESTATED
                          REGISTRATION RIGHTS AGREEMENT

     This Amended and Restated  Registration Rights Agreement (this "Agreement")
is  dated as of  April  10,  2003,  by and  among  BRIAZZ,  Inc.,  a  Washington
corporation  with  its  principal  offices  at 3901 - 7th  Avenue  South,  #200,
Seattle,  Washington 98108 (the "Company"),  and Spinnaker  Investment Partners,
L.P., a Delaware limited partnership  ("Spinnaker"),  Briazz Venture, L.L.C., an
Illinois limited liability company ("Briazz  Venture",  together with Spinnaker,
"Purchasers").   This  Agreement   amends  and  restates  in  its  entirety  the
Registration Rights Agreement dated March 6, 2003 between the Company and Briazz
Venture.


                                    RECITALS

     Pursuant to the Amended and Restated  Purchase  Agreement dated as of March
5, 2003 (the "BV  Purchase  Agreement"),  the Company  sold and issued to Briazz
Venture a warrant to  purchase  shares of the  Company's  common  stock (the "BV
Warrant") equal to 19.99% of the outstanding  Common Stock as of the date of the
BV  Purchase  Agreement,  at a purchase  price per Share of $0.50  pursuant to a
Warrant to Purchase Shares of Common Stock of even date herewith and one hundred
shares of Series D preferred stock ("Series D Preferred  Stock"),  the terms and
conditions  of which are set forth the Articles of  Amendment  to the  Company's
Articles of Incorporation.  Pursuant to the Purchase Agreement dated as of April
10, 2003 (the "Spinnaker  Purchase  Agreement"),  the Company sold and issued to
Spinnaker  a warrant  to  purchase  shares of the  Company's  common  stock (the
"Spinnaker  Warrant") equal to  approximately  19.9% of the  outstanding  Common
Stock as of the date of the Spinnaker  Purchase  Agreement,  at a purchase price
per Share of $0.50  pursuant to a Warrant to Purchase  Shares of Common Stock of
even date herewith and twenty-five shares of Series E preferred stock ("Series E
Preferred Stock"),  the terms and conditions of which are set forth the Articles
of  Amendment  dated  April 9, 2003.  The BV Warrant and  Spinnaker  Warrant are
exercisable  and the Series D and Series E Preferred  Stock is  convertible,  in
certain  circumstances,  into  shares  of  common  stock  of  the  Company  (the
"Shares").  The BV Purchase  Agreement,  the BV Warrant,  the Series D Preferred
Stock  and the note and  security  agreement  issued in  connection  with the BV
Purchase  Agreement are referred to herein as the "BV Purchase  Documents."  The
Spinnaker  Purchase  Agreement,  the Spinnaker  Warrant,  the Series E Preferred
Stock  and the  note  and  security  agreement  issued  in  connection  with the
Spinnaker Purchase  Agreement are referred to herein as the "Spinnaker  Purchase
Documents."

                                    AGREEMENT

     NOW, THEREFORE,  for good and valuable consideration,  the receipt of which
is hereby acknowledged, the parties hereto agree as follows:

1.   Definitions.

     For purposes of this Agreement:

     (a)  The term "Act" shall mean the Securities Act of 1933, as amended.




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     (b)  The  term  "register,"  "registered,"  and  "registration"  refer to a
          registration effected by preparing and filing a registration statement
          or similar  document in compliance with the Securities Act of 1933, as
          amended (the "Act"),  and the declaration or ordering of effectiveness
          of such registration statement or document;

     (c)  The term  "Registrable  Securities"  means (i) the Shares  issuable or
          issued upon exercise of the BV Warrant and the  Spinnaker  Warrant and
          conversion of the Series D and Series E Preferred  Stock, and (ii) any
          common stock of the Company  ("Common  Stock")  issued as (or issuable
          upon  the  conversion  or  exercise  of any  warrant,  right  or other
          security  which is issued as) a dividend  or other  distribution  with
          respect to, or in exchange for or in replacement of, such  securities,
          excluding in all cases, however, any Registrable  Securities sold by a
          person in a transaction  in which its rights under this  Agreement are
          not assigned or assignable;

     (d)  The  number of shares of  "Registrable  Securities  then  outstanding"
          shall  be   determined  by  the  number  of  shares  of  Common  Stock
          outstanding  which  are,  and the  number of  shares  of Common  Stock
          issuable pursuant to then exercisable or convertible  securities which
          are, Registrable Securities;

     (e)  The  term   "Registration   Statement"  shall  mean  any  registration
          statement under the Act that includes Registrable Securities.

     (f)  The term "Holder"  means any  Purchaser and any permitted  transferees
          under the terms of this Agreement;

     (g)  The term "affiliate" shall mean with respect to any person,  any other
          person which directly or indirectly,  by itself or through one or more
          intermediaries,  controls,  or is controlled by, or is under direct or
          indirect common control with, such person;

     (h)  The term "control"  means the possession,  direct or indirect,  of the
          power to direct or cause the direction of the  management and policies
          of a person,  whether through the ownership of voting  securities,  by
          contract or otherwise; and

     (i)  The term  "Form S-3" means such form under the Act as in effect on the
          date  hereof  or any  registration  form  under  the Act  subsequently
          adopted by the  Securities and Exchange  Commission  (the "SEC") which
          similarly   permits   inclusion  or   incorporation   of   substantial
          information by reference to other  documents filed by the Company with
          the SEC.

2.   Initial Registration.

     The Company  shall,  subject to the  limitations of Section 5, use its best
efforts  to effect  within  ninety  (90) days of  satisfying  one or both of the
Laurus  Conditions  (defined  below)  the  registration  under  the  Act  of all
Registrable Securities then outstanding.  Notwithstanding the foregoing,  (i) if
the  Company  shall  furnish  to Holders  requesting  a  registration  statement
pursuant to this Section 2, a certificate  signed by the Chief Executive Officer
of the Company stating that in the good faith judgment of the Board of Directors
of the Company, including a



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majority of the directors  designated or nominated by Flying Food Group, LLC, or
its  affiliates  (collectively,  "FFG")  and  Spinnaker,  if any,  it  would  be
seriously  detrimental to the Company and its shareholders for such registration
statement (or any amendment  thereto) to be filed and it is therefore  essential
to defer the filing of such registration  statement (or any amendment  thereto),
the  Company  shall have the right to defer such filing for a period of not more
than sixty (60)  additional  days;  and (ii) the Company will not be required to
cause the registration statement to be declared effective,  and Holders will not
be  permitted  to transfer or sell the  Registrable  Securities  pursuant to the
registration statement unless and until: (x) Laurus Master Fund, Ltd. ("Laurus")
consents  to  the  effectiveness  of  the  registration  statement  or  (y)  the
Promissory Note in the original  principal amount of $1,250,000,  dated June 18,
2002,  between  Laurus  and the  Company,  is repaid in full  (collectively  the
"Laurus Conditions".)

3.   Company Registration

     If (but without any  obligation to do so) the Company  proposes to register
(including  for  this  purpose  a  registration  effected  by  the  Company  for
shareholders  other than the  Holders)  any of its Common Stock under the Act in
connection with the public  offering of such  securities  solely for cash (other
than a registration relating solely to the sale of securities to participants in
a Company  stock-based  incentive  plan),  the Company shall, at each such time,
promptly give each Holder written notice of such registration. The Company shall
include in such registration,  subject to the provisions of Sections 5, 8 and 9,
all the  Registrable  Securities  then  outstanding  and  specified in a written
request  or  requests  made by  Holders  within  (15) days after the date of the
written notice by the Company of such  registration.  A Holder's written request
may specify that all or a portion of such  Holder's  Registrable  Securities  be
registered in the registration.

4.   Obligations of the Company.

     Whenever  required under this Agreement to effect the  registration  of any
Registrable  Securities,  the Company  shall,  as  expeditiously  as  reasonably
possible:

     (a)  file with the SEC a Registration  Statement under the Act on Form S-1,
          Form S-3 or such other form, as required by the  applicable  provision
          of this  Agreement,  as is  appropriate  to  register  the  resale  of
          Registrable Securities by the selling Holders;

     (b)  use its best efforts, subject to receipt of necessary information from
          the selling Holders,  to cause such  Registration  Statement to become
          effective (i) in the case of a Section 2 registration,  within 90 days
          after the issuance of the Notes  pursuant to the  Purchase  Agreement,
          and (ii) in the case of a Section 3 or 11  registration,  as  promptly
          after filing as practicable;

     (c)  prepare and file with the SEC such  amendments and supplements to such
          Registration Statement and the prospectus used in connection therewith
          as may be  necessary  to keep such  Registration  Statement  effective
          until (i) in the case of a  Section 2  registration,  the  earlier  to
          occur  of (A)  such  time  as no  Holder  named  in  the  Registration
          Statement  holds or has the right to  receive  any of the  Registrable
          Securities  registered  therein or (B) such time as such  Holders  may
          sell their



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          Registrable  Securities pursuant to Rule 144(k) of the Act or pursuant
          to  any  similar  rules  that  may  be   promulgated   without  volume
          limitations,  and (ii) in the case of a Section 3 or 11  registration,
          such time as no Holder named in the  Registration  Statement  holds or
          has the right to receive any of the Registrable  Securities registered
          therein;

     (d)  furnish  to the  selling  Holders  with  respect  to  the  Registrable
          Securities  registered  on the  Registration  Statement  (and  to each
          underwriter,  if any, of such  Registrable  Securities) such number of
          copies of the Registration Statement and supplements to the prospectus
          contained  therein and such other  documents as the selling Holders or
          underwriter  may reasonably  request in order to facilitate the public
          sale or other disposition of all or any of the Registrable  Securities
          by the selling Holders;

     (e)  use  its  best  efforts  to  register  and  qualify  the   Registrable
          Securities  covered by such  Registration  Statement  under such other
          securities  or  "Blue  Sky"  laws of such  jurisdictions  as  shall be
          reasonably  requested by the Holders,  provided that the Company shall
          not be required in connection  therewith or as a condition  thereto to
          qualify  to do  business  or to file a general  consent  to service of
          process in any such states or jurisdictions;

     (f)  promptly notify the selling Holders of the time when such Registration
          Statement  has become  effective  or a  supplement  to any  prospectus
          forming a part of such Registration Statement has been filed;

     (g)  promptly  notify the  selling  Holders of any request by the SEC after
          the  Registration  Statement has become  effective for the amending or
          supplementing  of the  Registration  Statement  or  prospectus  or for
          additional information;

     (h)  prepare  and file  with  the SEC,  promptly  upon the  request  of any
          selling  Holder,  any amendments or  supplements to such  Registration
          Statement or prospectus  which,  in the reasonable  opinion of counsel
          for such selling  Holder are  required  under the Act or the rules and
          regulations   thereunder  in  connection  with  the   distribution  of
          Registrable Securities by such selling Holder;

     (i)  prepare and promptly file with the SEC and promptly notify the selling
          Holders  of  the  filing  of  such  amendment  or  supplement  to  the
          Registration  Statement or  prospectus  as may be necessary to correct
          any statements or omissions if, at the time when a prospectus relating
          to such  securities  is required to be  delivered  under the Act,  any
          event shall have  occurred as the result of which any such  prospectus
          or any other  prospectus  as then in effect  would  include  an untrue
          statement  of a  material  fact  or  omit to  state  a  material  fact
          necessary   to  make  the   statements   therein,   in  light  of  the
          circumstances in which they were made, not misleading;

     (j)  advise the selling  Holders  promptly after it shall receive notice or
          obtain knowledge thereof, of the issuance of any stop order by the SEC
          suspending  the



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          effectiveness  of the  Registration  Statement  or the  initiation  or
          threatening  of any  proceeding  for that purpose and promptly use its
          best  efforts to prevent  the  issuance of any stop order or to obtain
          its withdrawal if such stop order should be issued;

     (k)  if such registration  includes an underwritten public offering or upon
          written  request by any  selling  Holder or group of  selling  Holders
          whose  Registrable  Securities shall be included in such  Registration
          Statement  with an aggregate  market value at the date of such request
          exceeding $500,000,  furnish on the effective date of the Registration
          Statement and, if such  registration  includes an underwritten  public
          offering,  at the closing provided for in the underwriting  agreement:
          (i) opinions,  dated such respective date, of the counsel representing
          the Company for the  purposes of such  registration,  addressed to the
          underwriters, if any, and to the selling Holder or Holders making such
          request, covering such matters as such underwriters and selling Holder
          or  Holders  may  reasonably  request  and (ii)  letters,  dated  such
          respective dates, from the independent certified public accountants of
          the  Company,  addressed  to the  underwriters  and selling  Holder or
          Holders, covering such matters as such underwriters and selling Holder
          or Holders may reasonably  request,  in which letters such accountants
          shall state (without  limiting the  generality of the foregoing)  that
          they are independent  certified public  accountants within the meaning
          of the Act and that in the opinion of such  accountants  the financial
          statements  and other  financial  data of the Company  included in the
          Registration  Statement or any amendment or supplement  thereto comply
          in all material respects with the applicable  accounting  requirements
          of the Act;

     (l)  otherwise comply with all applicable rules and regulations of the SEC;

     (m)  cause all the  Registrable  Securities  covered  by such  Registration
          Statement to be included for quotation on the Nasdaq SmallCap Market;

     (n)  provide a transfer agent and registrar for all Registrable  Securities
          covered by such Registration Statement and a CUSIP number for all such
          Registrable  Securities  to the extent not already  provided,  in each
          case not later than the effective date of such registration;

     (o)  provide  the  selling  Holders  and any  underwriters  of  Registrable
          Securities  a  reasonable   opportunity   to  perform  due   diligence
          concerning  the  Company,   including  a  reasonable   opportunity  to
          interview  officers  and  employees  of  the  Company  and  to  review
          documents relating to the Company; and

     (p)  make  available  its  officers and  employees  and  otherwise  provide
          reasonable  assistance (taking into account the needs of the Company's
          business)  to any  underwriters  of  Registrable  Securities  in their
          marketing of Registrable Securities.

     (q)  cooperate with each selling Holder and each  underwriter in connection
          with the filing required to be made with NASD.



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5.   Limitations; Agreements of Holders.

     (a)  it shall be a condition precedent to the obligations of the Company to
          take any action pursuant to this Agreement with respect to any selling
          Holder that such  selling  Holder  shall  furnish to the Company  such
          information  regarding itself,  the Registrable  Securities held by it
          and the intended  method of disposition of such securities as shall be
          reasonably  requested by the Company in effecting the  registration of
          its Registrable Securities and to execute such documents in connection
          with such registration as the Company may reasonably request.

     (b)  the Company may at any time that it is eligible to do so,  prepare and
          file an  amendment  or  supplement  to the  Registration  Statement or
          prospectus with the SEC and promptly notify the selling Holders of the
          filing of such amendment or supplement to the  Registration  Statement
          or  prospectus  as the  Company  may  desire  in order to  effect  the
          conversion of the Registration Statement from Form S-1 to Form S-3, or
          vice versa;

     (c)  each Holder agrees that,  if so requested by the Company,  it will not
          effect  any  offer  or sale of  shares  pursuant  to the  Registration
          Statement, or otherwise, or engage in any hedging or other transaction
          intended to reduce or transfer  the risk of  ownership  for any period
          deemed  necessary  (i) by the  Company  in  connection  with a  notice
          provided pursuant to Section 4(g) or 4(j) or a proposed  supplement or
          amendment  pursuant to Section 4(h) or 4(i), or (ii) by the Company at
          any other time that the Company  determines,  in its sole  discretion,
          that the  existence of material  nonpublic  information  regarding the
          Company or other circumstances make such activities inappropriate. Any
          period within the period provided for in Section 4(c) during which the
          Company fails to keep the Registration  Statement effective and usable
          for resales of the  Registrable  Securities,  or requires  pursuant to
          this  subsection  that the Holders not effect sales of shares pursuant
          to  the  Registration   Statement,  is  hereafter  referred  to  as  a
          "Suspension  Period." A Suspension  Period shall  commence on the date
          set forth in a written  notice by the Company to the Holders  that the
          Registration  Statement is no longer  usable for resales of shares or,
          in the  case of a  suspension  pursuant  to this  subsection  the date
          specified  in the notice  delivered  by the  Company  pursuant to this
          subsection,  and  shall  end on the date  when  each  holder of shares
          covered by the  Registration  Statement  either receives the copies of
          the  supplemented or amended  prospectus  contemplated by herein or is
          advised in writing by the Company that use of the  prospectus or sales
          may be resumed.  If the event that any Suspension  Period occurs,  the
          effective  period under Section 4(c) shall be extended by an amount of
          time equal to the Suspension Period.

     (d)  each Holder agrees that, if so requested by the Company, it shall keep
          the fact of any  notification  pursuant to Section 4(g),  4(j) or 5(c)
          and the contents of any such notification confidential.

6.   Liquidated Damages



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     (a)  The  Company  acknowledges  and agrees  that  Purchaser  shall  suffer
          damages and that it would not be feasible to  ascertain  the extent of
          such damages with precision if the Company fails to fulfill certain of
          its obligations hereunder.  Accordingly, in the event of such failure,
          the Company agrees to pay to Purchaser, as liquidated damages, and not
          as a  penalty,  under the  circumstances  and to the  extent set forth
          below:

               (i) if, pursuant to Section 2 hereof, the registration  statement
          covering all of the Registrable  Securities  then  outstanding has not
          been filed with the SEC on or prior to 90 days after the  issuance  of
          the Warrant and the Series D Preferred Stock;

               (ii) if such registration  statement is not declared effective by
          the SEC on or  prior to 150  days  after  the  issuance  of the  Notes
          pursuant to the Purchase Agreement;

               (iii) if the  registration of the  Registrable  Securities is not
          consummated on or before the 30th Business Day after the date on which
          the such registration statement is declared effective by the SEC; or

               (iv)  if  such  registration  statement  is  filed  and  declared
          effective  by the SEC,  but  thereafter  ceases to be effective at any
          time prior to the time that the Registrable Securities are sold by the
          Holders thereof subject to the Registration Statement.

(each of the  foregoing an "Event," and the date on which the Event occurs being
referred to herein as an "Event Date").

     (b)  Upon the occurrence of any Event, the Company shall pay, as liquidated
          damages,  and not as a penalty,  to Purchaser  for each weekly  period
          beginning on the Event Date an amount equal to the Liquidated Damages;
          provided,  that such Liquidated  Damages, in each case, shall cease to
          accrue  (subject to the  occurrence  of another  Event) on the date on
          which all Events have been cured. The Company shall not be required to
          pay  Liquidated  Damages for more than one Event at any given time. An
          Event  under  clause  (i)  above  shall be cured on the date  that the
          registration  statement  is filed  with the  SEC;  and an Event  under
          clause  (ii)  above  shall be cured on the date that the  registration
          statement is declared  effective by the SEC; and an Event under clause
          (iii)  above  shall be cured  on the  date on which  the  registration
          statement   is  no  longer   subject  to  an  order   suspending   the
          effectiveness  thereof or proceedings relating thereto. The Liquidated
          Damages will be determined by multiplying  the  applicable  Liquidated
          Damages rate by the  principal  amount of the Notes,  multiplied  by a
          fraction, the numerator of which is the number of days such Liquidated
          Damages  rate was  applicable  during such period  (determined  on the
          basis of a 360-day  year  comprised of twelve  30-day  months) and the
          denominator of which is 360.



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     (c)  The Company  shall  notify  Purchaser  of the  occurrence  of an Event
          within five Business Days after each Event Date. The Company shall pay
          the  liquidated  damages due by  transferring  to Purchaser,  by 12:00
          noon, Chicago time,  immediately available funds in sums sufficient to
          pay the Liquidated  Damages then due. The Liquidated Damages due shall
          be payable in the same  manner as  interest  payments  on the Notes on
          each interest payment date to Purchaser to be made on such date as set
          forth in the Notes.

     (d)  For  purposes of this  Section 6,  "Liquidated  Damages"  means,  with
          respect  to any  Event,  an amount  equal to the  interest  that shall
          accrue on the Notes  over and above the stated  interest  at a rate of
          0.25% per annum for the first 90 days immediately  following the Event
          Date,  increasing by an additional 0.25% per annum at the beginning of
          each  subsequent  90-day  period;  provided,  that the increase in the
          stated interest shall not exceed 1.00% per annum in the aggregate.

7.   Expenses of Initial and Company Registration.

     All expenses (other than  underwriting  discounts and  commissions) and the
fees and disbursements of one special counsel to the selling Holders incurred in
connection  with  registrations  in which any  Holders  participate  pursuant to
Sections 2, 3 or 11 hereof,  including,  without  limitation,  all registration,
filing and  qualification  fees,  printing and accounting fees, and the fees and
disbursements of counsel for the Company shall be borne by the Company.

8.   Underwriting Requirements.

     The Company shall not be required  under Sections 3 or 11 to include any of
the Holders' securities in an underwritten  offering of the Company's securities
unless such Holders accept the terms of the  underwriting as agreed upon between
the Company and the  underwriters  selected by the Company,  assuming  usual and
customary  underwriting  terms.  Notwithstanding  any other  provisions  of this
Agreement,  in  the  case  of an  underwritten  offering  in  which  Registrable
Securities are to be included pursuant to Section 3, if the managing underwriter
shall  advise  the  Company  in  writing  that the total  number of  securities,
including  Registrable  Securities,  requested by shareholders to be included in
such offering exceeds the amount of securities, other than securities to be sold
by the Company, that marketing factors allow, then the Company shall be required
to  include  in the  offering  only that  number of such  securities,  including
Registrable  Securities,  which  the  managing  underwriter  believes  marketing
factors  allow the  securities  so included  to be reduced as  follows:  (i) all
securities which are not Registrable  Securities,  securities held by Laurus, or
its affiliates, or securities covered by the Registration Rights Agreement dated
August  15,  1997 (the  "Registration  Agreement")  shall be  excluded  from the
offering  to the  extent  limitation  on the  number of shares  included  in the
underwriting is required, and (ii) if further limitation on the number of shares
to be included in the  underwriting is required,  then the number of shares that
may be included in the  underwriting  held by Holders of Registrable  Securities
shall be reduced pro rata based on the total number of  securities  held by such
persons;  provided that, in no event shall the number of securities requested to
be registered by Holders of  Registrable  Securities be reduced below 20% of the
aggregate shares to be offered in the  registration  unless such Holders request
that securities constituting less than 20% of the


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<PAGE>

aggregate  shares  to be  offered  in the  registration  be  registered  on such
Registration Statement, in which event, all such securities shall be included.

9.   Indemnification.

     In the event any  Registrable  Securities  are  included in a  Registration
Statement under this Agreement:

     (a)  To the extent  permitted by law, the Company will  indemnify  and hold
          harmless each Holder, the partners,  officers,  agents,  employees and
          directors of each Holder,  any underwriter (as defined in the Act) for
          such  Holder and each  person,  if any,  who  controls  such Holder or
          underwriter  within the meaning of the Act or the Securities  Exchange
          Act of 1934, as amended (the "1934 Act"), against any losses,  claims,
          damages or  liabilities  (joint or  several)  to which they may become
          subject  under the Act,  the 1934 Act or other  federal  or state law,
          insofar as such losses,  claims, damages or liabilities (or actions in
          respect  thereof)  arise out of or are based upon any of the following
          statements, omissions or violations (collectively, a "Violation"): (i)
          any untrue  statement or alleged  untrue  statement of a material fact
          contained in such  Registration  Statement,  including any preliminary
          prospectus or final prospectus  contained therein or any amendments or
          supplements  thereto,  (ii) the omission or alleged  omission to state
          therein a material fact required to be stated therein, or necessary to
          make the statements therein not misleading,  or (iii) any violation or
          alleged  violation  by the Company of the Act, the 1934 Act, any state
          securities  law or any rule or regulation  promulgated  under the Act,
          the  1934  Act or any  state  securities  law;  and the  Company  will
          reimburse  each such  Holder,  partner,  officer,  agent,  employee or
          director,  underwriter  or  controlling  person for any legal or other
          expenses  reasonably incurred by them in connection with investigating
          or  defending  any such  loss,  claim,  damage,  liability  or action;
          provided,  however,  that the  indemnity  agreement  contained in this
          Section 9(a) shall not apply to amounts paid in settlement of any such
          loss,  claim,  damage,  liability  or  action  if such  settlement  is
          effected  without the consent of the Company,  which consent shall not
          be unreasonably  withheld, nor shall the Company be liable in any such
          case for any such  loss,  claim,  damage,  liability  or action to the
          extent that it arises out of or is based upon a Violation which occurs
          in reliance upon and in conformity with written information  furnished
          expressly  for use in  connection  with  such  registration  by, or on
          behalf of, any such Holder, underwriter or controlling person.

     (b)  To the extent  permitted by law, each selling Holder severally and not
          jointly will  indemnify  and hold  harmless  the Company,  each of its
          officers,  directors,  agents or employees,  each person,  if any, who
          controls the Company  within the meaning of the Act,  any  underwriter
          and any other Holder selling securities in such Registration Statement
          or any of its partners,  agents,  employees,  directors or officers or
          any person who  controls  such  Holder,  against any  losses,  claims,
          damages or liabilities  (joint or several) to which the Company or any
          such




                                        9
<PAGE>

          director,  partner, agent, employee,  officer,  controlling person, or
          underwriter,  or other  such  Holder or  director,  officer,  partner,
          agent,  employee or controlling  person may become subject,  under the
          Act,  the 1934 Act or other  federal  or state  law,  insofar  as such
          losses, claims, damages or liabilities (or actions in respect thereof)
          arise  out of or are  based  upon any  violation,  in each case to the
          extent (and only to the extent) that such Violation occurs in reliance
          upon and in conformity  with written  information  furnished by, or on
          behalf of,  such  Holder  expressly  for use in  connection  with such
          registration;  and each such Holder will  reimburse any legal or other
          expenses  reasonably  incurred  by the  Company  or any such  partner,
          agent, employee, director, officer, controlling person, underwriter or
          other Holder,  in connection with  investigating or defending any such
          loss, claim, damage, liability or action; provided,  however, that the
          indemnity  agreement contained in this Section 9(b) shall not apply to
          amounts paid in settlement of any such loss, claim, damage,  liability
          or action if such  settlement  is effected  without the consent of the
          Holder,  which  consent  shall  not  be  unreasonably   withheld;  and
          provided,  further,  that each selling  Holder shall be liable,  under
          this Section 9(b) for only that amount of losses,  claims, damages and
          liabilities as does not exceed the net proceeds to such selling Holder
          as a result of such registration.

     (c)  Promptly after receipt by an indemnified party under this Section 9 of
          notice of the  commencement of any action  (including any governmental
          action), such indemnified party will, if a claim in respect thereof is
          to be made  against  any  indemnifying  party  under  this  Section 9,
          deliver to the indemnifying party a written notice of the commencement
          thereof and the indemnifying party shall have the right to participate
          in, and, to the extent the indemnifying party so desires, jointly with
          any other indemnifying party similarly notified, to assume the defense
          thereof with counsel mutually  satisfactory to the parties;  provided,
          however,  that an indemnified party shall have the right to retain its
          own counsel, with the fees and expenses to be paid by the indemnifying
          party,  if, in the  opinion of  counsel  for the  indemnifying  party,
          representation  of such  indemnified  party by the counsel retained by
          the  indemnifying  party  would  be  inappropriate  due to  actual  or
          potential  differing  interests between such indemnified party and any
          other  party  represented  by such  counsel  in such  proceeding.  The
          failure to deliver written notice to the  indemnifying  party within a
          reasonable period of time of the commencement of any such action shall
          relieve such  indemnifying  party of any liability to the  indemnified
          party under this Section 9 to the extent materially prejudicial to its
          ability to defend such action,  but the omission so to deliver written
          notice to the indemnifying  party will not relieve it of any liability
          that it may have to any  indemnified  party  otherwise than under this
          Section 9.

     (d)  If the  indemnification  provided  for in this  Section 9 is held by a
          court of competent  jurisdiction  to be  unavailable to an indemnified
          party with respect to any loss,  liability,  claim, damage, or expense
          referred  to  therein,   then  the  indemnifying  party,  in  lieu  of
          indemnifying such indemnified party hereunder, shall contribute to the
          amount paid or payable by such  indemnified  party as a result of such
          loss,  liability,  claim,  damage, or expense in such proportion as is



                                       10
<PAGE>

          appropriate to reflect the relative fault of the indemnifying party on
          the one hand and of the  indemnified  party on the other in connection
          with  the   statements  or  omissions  that  resulted  in  such  loss,
          liability,  claim,  damage,  or expense as well as any other  relevant
          equitable considerations. The relative fault of the indemnifying party
          and of the  indemnified  party shall be  determined  by reference  to,
          among other things,  whether the untrue or alleged untrue statement of
          a material  fact or the  omission to state a material  fact relates to
          information  supplied by the indemnifying  party or by the indemnified
          party  and  the  parties'  relative  intent,   knowledge,   access  to
          information,  and  opportunity to correct or prevent such statement or
          omissions.

     (e)  Notwithstanding  the  foregoing,  to the extent that the provisions on
          indemnification   and  contribution   contained  in  the  underwriting
          agreement  entered into in  connection  with the  underwritten  public
          offering are in conflict with the foregoing provisions, the provisions
          in the underwriting agreement shall control.

10.  Reports Under the Act.

     With a view to making available to the Holders the benefits of SEC Rule 144
promulgated  under the Act and any other rule or  regulation of the SEC that may
at any time  permit a Holder to sell  securities  of the  Company  to the public
without  registration  or pursuant to a  registration  on Form S-3,  the Company
agrees to:

     (a)  make  and keep  public  information  available,  as  those  terms  are
          understood and defined in SEC Rule 144, at all times;

     (b)  take such action as is necessary to enable the Holders to utilize Form
          S-3 for the sale of their Registrable Securities;

     (c)  file with the SEC in a timely  manner all reports and other  documents
          required of the Company under the Act and the 1934 Act; and

     (d)  furnish  to any  Holder,  so long as the Holder  owns any  Registrable
          Securities,  forthwith upon written request (i) a written statement by
          the Company as to its compliance  with the reporting  requirements  of
          SEC Rule 144, the Act and the 1934 Act, or as to its  qualification as
          a registrant  whose  securities may be resold pursuant to Form S-3 (at
          any time after it so qualifies), (ii) a copy of the most recent annual
          or  quarterly  report  of the  Company  and  such  other  reports  and
          documents so filed by the Company, and (iii) such other information as
          may be  reasonably  requested  in  availing  any Holder of any rule or
          regulation of the SEC which permits the selling of any such securities
          without registration or pursuant to such form.

11.  Form S-3 Registration.

     In case the  Company  shall  receive  from the  Holders of at least  twenty
percent (20%) in interest of the  Registrable  Securities,  a written request or
requests  that the  Company  effect a



                                       11
<PAGE>

registration  on Form  S-3 and any  related  qualification  or  compliance  with
respect to Registrable Securities, the Company will:

     (a)  promptly  give written  notice of the proposed  registration,  and any
          related qualification or compliance, to all other Holders; and

     (b)  as  soon  as  practicable,  effect  such  registration  and  all  such
          reasonable  qualifications  and compliances as may be so requested and
          as would permit or facilitate the sale and distribution of all or such
          portion of such  Holder's or Holders'  Registrable  Securities  as are
          specified in such  request,  together  with all or such portion of the
          Registrable  Securities of any other Holder or Holders joining in such
          request as are specified in a written request given within twenty (20)
          days after  receipt  of written  notice  from the  Company;  provided,
          however,  that the Company  shall not be  obligated to effect any such
          registration, qualification or compliance pursuant to this Section 11:
          (i) if Form S-3 is not  available  for such  offering by the  Holders;
          (ii) if the Holders, together with the Holders of any other securities
          of the Company entitled to inclusion in such registration,  propose to
          sell  Registrable  Securities and such other securities (if any) at an
          aggregate  price to the  public  of less than  $500,000;  (iii) if the
          Company  shall  furnish  to the  Holders a  certificate  signed by the
          President of the Company  stating  that in the good faith  judgment of
          the Board of  Directors  of the  Company,  including a majority of the
          directors  designated by FFG and Spinnaker,  if any, such registration
          would be  materially  detrimental  to the  Company,  and the  Board of
          Directors  of the  Company,  including  a  majority  of the  Directors
          designated  by the FFG and  Spinnaker,  if any,  concludes as a result
          that it is  essential  to  defer  the  filling  of  such  registration
          statement at such time, then the Company shall have the right to defer
          such  filing of the  registration  statement  for a period of not more
          than  sixty (60) days  after  receipt of the  request of the Holder or
          Holders  under this Section 11;  provided,  however,  that the Company
          shall not utilize this right more than once in any 12-month period; or
          (iv) in any  particular  jurisdiction  in which the  Company  would be
          required to qualify to do business or to execute a general  consent to
          service of process in effecting such  registration,  qualification  or
          compliance.

12.  Assignment of Registration Rights.

     Spinnaker  may assign its rights  pursuant to this  Agreement but only to a
permitted  transferee  pursuant to the terms and  conditions  of the BV Purchase
Documents and the Spinnaker Purchaser Documents.

13.  Notices.

     All  notices  and  other  communications  called  for or  required  by this
Agreement  shall be in writing  to the  parties  at their  respective  addresses
stated  on the  first  page  hereof  or on the  signature  page to the  Purchase
Agreement,  or to such other  address as a party may  subsequently  specify  and
shall be deemed to have been received (i) upon delivery in person, (ii) upon the



                                       12
<PAGE>

passage of seventy-two  (72) hours  following post by first class  registered or
certified mail, return receipt requested,  with postage prepaid,  (iii) upon the
passage of twenty-four (24) hours following post by overnight  receipted courier
service,  or (iv) upon transmittal by confirmed telex or facsimile provided that
if sent  by  facsimile  a copy of such  notice  shall  be  concurrently  sent by
certified mail, return receipt requested and postage prepaid, with an indication
that the original was sent by facsimile and the date of its transmittal.

14.  Amendments and Waivers.

     Any term of this  Agreement  may be amended and the  observance of any term
may  be  waived  (either  generally  or  in a  particular  instance  and  either
retroactively or prospectively) with the written consent of the Company,  Briazz
Venture and Spinnaker.

15.  Termination of Registration Rights.

     The registration rights hereunder shall terminate on the earlier of (i) the
fifth  anniversary  of the  initial  issuance  of the BV  Warrant  and  Series D
Preferred Stock or (ii) such time as no Holder holds or has the right to receive
upon conversion or exercise any Registrable Securities;  provided, however, that
the  Company's   obligations  to  maintain  the  effectiveness  of  Registration
Statements  filed prior to the  termination of this Agreement  shall survive the
termination of this Agreement and such  obligations  shall instead  terminate as
set forth in Section  4(c).  The  registration  rights  hereunder  shall  sooner
terminate  with  respect  to  any  Holder  upon  the  occurrence  of  any of the
following:  (i) such  Holder no longer  holds or has the right to  receive  upon
conversion  any  Registrable  Securities,  or (ii) such Holder may resell all of
such Holder's Registrable Securities pursuant to Rule 144(k) under the Act.

16.  Severability.

     If one or more  provisions of this  Agreement are held to be  unenforceable
under applicable law, such  provision(s)  shall be excluded from this Agreement,
and the balance of this Agreement shall be interpreted as if such provision were
so excluded and shall be enforceable in accordance with its terms.

17.  Governing Law.

     This  Agreement,  including  all  matters  of  construction,  validity  and
performance,  shall be governed by and construed and enforced in accordance with
the laws of the State of Washington,  as applied to contracts made, executed and
to be fully performed in such state by citizens of such state, without regard to
its choice of law and conflict of laws rules.  The parties hereto agree that the
exclusive  jurisdiction  and venue for any action  brought  between  the parties
under  this  Agreement  shall be the state and  federal  courts  sitting in King
County,  Washington, and each of the parties hereby agrees and submits itself to
the exclusive jurisdiction and venue of such courts for such purpose.

18.  Counterparts.



                                       13
<PAGE>

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

19.  Entire Agreement.

     This Agreement  constitutes the full and entire understanding and agreement
between the parties with respect to the subject matter hereof and supersedes all
prior agreements with respect to the subject matter hereof.









                                       14
<PAGE>

                             SEPARATE SIGNATURE PAGE

                          REGISTRATION RIGHTS AGREEMENT

     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
first hereinabove written.


BRIAZZ, INC.,
a Washington corporation

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

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

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













                                       15

<PAGE>


                             SEPARATE SIGNATURE PAGE

                          REGISTRATION RIGHTS AGREEMENT

     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
first hereinabove written.


PURCHASER:

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


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

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

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






                                       16
<PAGE>

                             SEPARATE SIGNATURE PAGE

                          REGISTRATION RIGHTS AGREEMENT

     IN WITNESS WHEREOF,  the parties have executed this Agreement as of the day
first hereinabove written.


PURCHASER:

Spinnaker Investment Partners, L.P,
a Delaware limited partnership
By:  Spinnaker Capital Partners, LLC
       its General Partner


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

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

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







                                       17