EXHIBIT 10.37





                               PURCHASE AGREEMENT

     This Purchase Agreement, dated as of April 10, 2003 (this "Agreement"),  is
entered  into  by and  between  BRIAZZ,  INC.,  a  Washington  corporation  (the
"Company"),   and  SPINNAKER  INVESTMENT  PARTNERS,  L.P.,  a  Delaware  limited
partnership  (the  "Lender").  The  parties  hereby  agree as set  forth  below.
Capitalized  terms not otherwise defined herein shall have the meanings ascribed
to such terms in that certain Amended and Restated Security Agreement, dated the
date hereof (the  "Security  Agreement"),  among the Company,  Lender and Briazz
Venture, L.L.C. ("Briazz Venture").

1.   Issuance of Securities.  The Company proposes to issue, sell and deliver to
Lender,  and Lender  proposes  to purchase a Senior  Secured  Note issued by the
Company in an aggregate  principal amount of Five Hundred Fifty Thousand Dollars
($550,000)  (the  "Note")  and  shares of the  Company's  no par value  Series E
Preferred  Stock  (the  "Preferred  Stock"),  convertible  into  shares  of  the
Company's  no par value  Common  Stock  (the  "Common  Stock")  and a warrant to
purchase a number of shares of Common Stock equal to approximately  19.9% of the
outstanding  Common Stock as of the date of this Agreement (the "Warrant").  The
Company's  obligations  under the Note will be secured  pursuant to the Security
Agreement.

2.   Agreements to Sell and Purchase.

     (a)  On  the  basis  of  the  representations,  warranties  and  agreements
contained herein,  and subject to the terms and conditions  hereof,  the Company
shall issue and sell to Lender, and Lender shall purchase from the Company, from
time to time, in the Lender's sole discretion, the Note, the Preferred Stock and
the Warrant (collectively, the "Purchased Securities") for an aggregate purchase
price of Five Hundred Fifty Thousand Dollars ($550,000) (the "Purchase Price").

     (b) Delivery to Lender of, and payment to the Company  for,  the Note,  the
Preferred  Stock  and the  Warrant  shall  be made by  Lender  to  Company  (the
"Closing")  at 10:00 a.m.  on the date  mutually  agreed  upon by Lender and the
Company at the offices of Fulbright & Jaworski  L.L.P.,  666 Fifth  Avenue,  New
York, New York.

     (c) At the Closing,  on the terms and subject to the conditions hereof, the
Company  shall  deliver  to Lender  against  payment  of the  Purchase  Price as
described  below (i) the Note, in the form attached as Exhibit A hereto,  (ii) a
certificate representing 25 shares of Preferred Stock; and (iii) the Warrant, in
the form  attached as Exhibit B hereto.  Lender  shall  deliver to the Company a
wire transfer of immediately  available funds in an amount equal to the Purchase
Price.

3.   Agreements of the Company. The Company hereby agrees:

     (a) Certain Events.  To advise Lender  promptly after  obtaining  knowledge
(and, if requested by Lender,  confirm such advice in writing) of the removal of
the  Company's  Common Stock from any  interdealer  quotation  system of Nasdaq,
including the Nasdaq SmallCap Market.

     (b)  Costs  and  Expenses.  To pay or  reimburse  Lender  for its  expenses
(including  reasonable fees and expenses of one counsel to the Lender)  incurred
by Lender in connection



<PAGE>

with (i) the  preparation,  negotiation  and execution of this Agreement and the
consummation of the transactions  contemplated  hereby regardless of whether the
Closing is effected and (ii) the consummation of the  transactions  contemplated
by that certain Amended and Restated  Purchase  Agreement,  dated March 5, 2003,
between the Company and Briazz Venture (the "FFG Purchase Agreement").

     (c) Use of Proceeds.  To use the proceeds from the sale of the Note and the
sale of those certain Senior Secured Notes to Briazz Venture pursuant to the FFG
Purchase  Agreement  (the  "FFG  Notes")  as set  forth  in the Use of  Proceeds
Schedule  attached hereto as Schedule 3(c), as such schedule may be amended from
time to time.

     (d)  Performance  of  Agreements.  To comply with all of its agreements set
forth  herein  and the  other  agreements  contemplated  hereby to which it is a
party,  and to use its  reasonable  best  efforts to do and  perform  all things
required or necessary to be done and performed  hereunder and  thereunder and to
satisfy all conditions precedent to the delivery of the Notes.

     (e) Security Interest. To grant Lender a continuing first priority security
interest  (except as set forth in the  Security  Agreement)  in the  Collateral,
enforceable,  except as provided in the  Security  Agreement,  against all third
parties,  and to  execute  and  deliver  all  documents  and to take all  action
necessary  or desirable  to perfect and protect the  security  interest  granted
thereby in favor of Lender,  including taking all steps necessary to perfect the
Lien created thereby  (including the filing of Uniform Commercial Code financing
statements, the giving of notices and obtaining the appropriate consents).

     (f) Structural Changes in the Company.  Not to change its name, identity or
corporate  structure  while any  indebtedness  represented  by the Note  remains
outstanding.

4.   Representations and Warranties of the Company. As of the date hereof and at
each Closing,  unless otherwise  provided for herein, the Company represents and
warrants to Lender that:

     (a)  Due  Organization;  Good  Standing.  The  Company  (i) has  been  duly
organized  and is validly  existing  under the laws of the State of  Washington,
(ii) has all requisite power and authority to conduct and carry on its business,
and (iii) except as disclosed to the Lender, is duly qualified or licensed to do
business  and is in good  standing  as a foreign  corporation  authorized  to do
business  in each  jurisdiction  in which  the  nature  of its  business  or the
ownership,  leasing, use or operation of its properties and assets requires such
qualification or licensing.

     (b) Subsidiaries.  The Company does not presently own or control,  directly
or  indirectly,  any interest in any other  corporation,  association,  or other
business  entity.  The  Company  is not a  participant  in any joint  venture or
partnership.

     (c) Capitalization. Immediately prior to the Closing, the capitalization of
the Company will consist of total of (i) 100,000,000 authorized shares of Common
Stock, no par value, 5,990,916 shares of which are issued and outstanding;  (ii)
33,000  shares of Series A  Preferred  Stock,  of which no shares are issued and
outstanding; (iii) 34,450 shares of Series B Preferred Stock, of which no shares
are issued and outstanding; (iii) 30,000,000 shares of Series C Preferred Stock,
of which no shares  are  issued  and  outstanding;  (iv) 100  shares of Series D



                                      -2-
<PAGE>

Preferred  Stock,  all of which  shares are issued  and  outstanding  and (v) 25
shares  of  Series E  Preferred  Stock,  of  which  no  shares  are  issued  and
outstanding. The Company has filed the Articles of Amendment, a copy of which is
attached  hereto as Exhibit C (the  "Articles"),  with the Secretary of State of
the State of Washington  and the same has been  accepted for filing.  All of the
outstanding  shares of capital stock have been duly  authorized,  are fully-paid
and nonassessable and were issued in compliance with all applicable  federal and
state securities laws.  Except as set forth on Schedule 4(c), there are no other
outstanding  shares of capital  stock or  outstanding  rights of first  refusal,
preemptive  rights  or  other  rights,  options,  warrants,  conversion  rights,
subscriptions, obligations or other agreements either directly or indirectly for
the purchase or acquisition from the Company of any shares of its capital stock.
Except as set forth on Schedule  4(c),  the Company is not a party or subject to
any  agreement or  understanding  and, to the Company's  knowledge,  there is no
agreement or understanding  between any persons,  that affects or relates to the
voting or giving of written  consents with respect to any security or the voting
by a director of the Company. Schedule 4(c) attached hereto also includes a list
of the warrants, options and convertible debt outstanding as of the date hereof.

     (d) No Other  Registration  Rights.  Except as set forth on  Schedule  4(d)
attached hereto or as contemplated by this Agreement or the Amended and Restated
Registration  Rights  Agreement to be entered into pursuant to this Agreement in
the form attached  hereto as Exhibit D (the  "Registration  Rights  Agreement"),
there are no contracts, commitments, agreements, arrangements, understandings or
undertakings  of any kind to which  the  Company  is a  party,  or by which  the
Company is bound  granting to any person the right to require the Company to (i)
file a  registration  statement  under the Act with respect to any securities of
the Company or requiring the Company to include such  securities  with the Notes
registered pursuant to any registration  statement, or (ii) to purchase or offer
to purchase any securities of the Company.

     (e) Power and Authority.  The Company has all requisite power and authority
to execute,  deliver and perform its obligations under this Agreement, the Note,
the Warrant,  the Security  Agreement,  the Articles,  the  Registration  Rights
Agreement,  the Amended and  Restated  Agreement  between  Creditors in the form
attached hereto as Exhibit E (the "Agreement Between  Creditors") to which it is
a  party  (collectively,  the  "Operative  Documents")  and  to  consummate  the
transactions contemplated thereby.

     (f) Authorization of the Operative  Documents.  All corporate action on the
part of the Company, its officers,  directors and stockholders necessary for the
authorization,  execution  and  delivery  of  this  Agreement,  and  each of the
Operative Documents, the performance of all obligations of the Company hereunder
and thereunder at the Closing and the  authorization,  issuance (or  reservation
for  issuance),  sale and delivery of the Purchased  Securities  and any and all
securities  issuable  upon  conversion  or  exercise  thereof  (the  "Conversion
Shares")  have  been  taken or will be  taken  prior  to the  Closing,  and this
Agreement,  and each  Operative  Document,  when  executed and  delivered,  will
constitute valid and legally binding obligations of the Company,  enforceable in
accordance  with  their  respective  terms,  except as such  enforcement  may be
subject to bankruptcy, insolvency,  reorganization,  moratorium or other similar
laws now or  hereafter  in effect  relating  to  creditor's  rights and  general
principles of equity.

     (g) No Violation.  Except as set forth on Schedule 4(g), the Company is not
in  violation  of  its  articles  of   incorporation  or  bylaws  (the  "Charter
Documents"). The Company is



                                      -3-
<PAGE>

not (i) in violation of any federal,  state,  local or foreign  statute,  law or
ordinance, or any judgment,  decree, rule, regulation or order applicable to the
Company  (collectively,  "Applicable  Law") of any  governmental  or  regulatory
agency or body, court, arbitrator or self-regulatory  organization,  domestic or
foreign,   having   jurisdiction   over  the  Company  (each,  a   "Governmental
Authority"),  or (ii) in breach of or default under any bond, debenture, note or
other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any
other  similar  agreement  or  instrument  to which the Company is a party or by
which the Company is bound (collectively, "Applicable Agreements"), except where
the  failure to be in  compliance  therewith  would not have a material  adverse
effect on the Company's  business and  financial  condition  ("Material  Adverse
Effect"). There exists no condition that, with the passage of time or otherwise,
would (w) constitute a violation of the Charter  Documents,  or (x) constitute a
violation of Applicable  Laws, or (y) constitute a material breach of or default
under any Applicable Agreement or (z) result in the imposition of any penalty or
acceleration of indebtedness,  except where such event would not have a Material
Adverse Effect.  All Applicable  Agreements are in full force and effect and are
legal, valid and binding obligations of the Company, and no default has occurred
or is continuing thereunder,  or where the failure to be in compliance therewith
would not have a Material Adverse Effect.

     (h) No Conflict. Except as set forth on Schedule 4(h) attached hereto, none
of the execution, delivery or performance by the Company of any of the Operative
Documents  to which it is a party,  nor the  compliance  by the Company with the
terms and provisions  thereof,  nor the  consummation of any of the transactions
contemplated hereby or thereby will conflict with, violate,  constitute a breach
of or a default  (with the passage of time or  otherwise)  under,  result in the
imposition  of a Lien (as defined in the  Security  Agreement)  on any assets or
capital  stock of or other  ownership  interests in the Company  (other than the
Liens  created  by the  Security  Agreement),  or result in an  acceleration  of
indebtedness  under  or  pursuant  to,  (i)  the  Charter  Documents,  (ii)  any
Applicable  Agreement,  or (iii) any Applicable  Law. After giving effect to the
transactions  contemplated  hereby, no Event of Default (as defined in the Note)
will exist.

     (i)  Permits.  Except as set forth on Schedule  4(i)  attached  hereto,  no
permit, certificate,  authorization,  approval, consent, license or order of, or
filing,  registration,  declaration  or  qualification  with,  any  Governmental
Authority  or  any  other  person  (collectively,   "Permits")  is  required  in
connection with, or as a condition to, the execution, delivery or performance of
any of the Operative  Documents to which the Company is a party,  the compliance
with  the  terms  and  provisions  thereof  or  the  consummation  of any of the
transactions  contemplated hereby or thereby, in each case by the Company, other
than (i) such  Permits as have been made or obtained on or prior to the Closing,
which  Permits are in full force and effect on the  Closing,  and (ii) as may be
required  under the  securities  or Blue Sky laws of the various  states and, in
connection with the  performance of the  Registration  Rights  Agreement and the
Act.

     (j) No  Proceedings.  There is no action,  claim,  suit,  demand,  hearing,
notice  of  violation  or  deficiency,   or  proceeding,   domestic  or  foreign
(collectively,  "Proceedings"),  pending  or to the  knowledge  of the  Company,
threatened  that seeks to  restrain,  enjoin,  prevent the  consummation  of, or
otherwise  challenge,  any  of  the  Operative  Documents  or  the  transactions
contemplated  thereby.  No injunction or order has been issued and no Proceeding
is pending or, to the knowledge of the Company, threatened that asserts that the
offer, sale and delivery of the Purchased  Securities to Lender pursuant to this
Agreement is subject to the



                                      -4-
<PAGE>

registration  requirements  of the Act, or would prevent or suspend the issuance
or sale of the Purchased Securities in any jurisdiction.

     (k)  Regulated  Persons.  The  Company,  and its  directors,  officers  and
employees  (the Company and each such other  person,  a "Regulated  Person" and,
collectively,  the "Regulated  Persons")  have,  and are in compliance  with the
terms and conditions of, all Permits  necessary or advisable to own, lease,  use
and operate the properties and assets of the Company and to conduct and carry on
the business of the Company.  None of the execution,  delivery or performance by
the Company of any of the  Operative  Documents to which it is a party,  nor the
compliance  by the  Company  with the  terms  and  provisions  thereof,  nor the
consummation by the Company of any of the  transactions  contemplated  hereby to
thereby will allow or result in, and no event has occurred which allows, results
in, or after notice or lapse of time would allow or result in, the imposition of
any material penalty under, or the revocation or termination of, any such Permit
or any material  impairment of the rights of the holder of any such Permit.  The
Company  has not  received  notice  of any  pending  or  threatened  actions  or
proceedings which seek to limit, suspend,  modify, revoke or deny renewal of any
such Permit.

     (l) Title to  Assets.  The  Company  has good and  marketable  title to the
Collateral,  free and clear of all Liens, except as contemplated in the Security
Agreement.

     (m) Sufficiency and Condition of Assets. The non-cash assets of the Company
include  all of the  non-cash  assets and  properties  reasonably  necessary  or
required  in, or  otherwise  material  to,  the  conduct  of its  business,  and
substantially all such assets are in working condition.

     (n) Insurance. The Company maintains reasonably adequate insurance covering
its properties, operations, personnel and businesses against losses and risks in
accordance with customary industry  practice.  All such insurance is outstanding
and duly in force.

     (o)  Related  Party  Transactions.  Except  as set forth on  Schedule  4(o)
attached hereto, no executive officer,  director or shareholder owning, directly
or  indirectly  10% or more of the Common  Stock or any  member of the  person's
immediate family  (individually,  a "Related Party") is indebted to the Company,
nor is the Company  indebted (or  committed to make loans or extend or guarantee
credit) to any of them, other than for payment of salary for services  rendered,
reimbursement for reasonable expenses incurred on behalf of the Company, and for
other standard  employee  benefits made generally  available to all employees or
pursuant to standard  or  individual  arrangements  disclosed  in the  Company's
filings made under and as required by the Exchange Act (as defined below). Other
than as set forth on Schedule  4(o)  attached  hereto,  no Related Party has any
direct or indirect  ownership interest in any firm or corporation with which the
Company is affiliated or with which the Company has a business relationship,  or
any firm or  corporation  that competes  with the Company,  except that any such
Related Party may own stock in  publicly-traded  companies that may compete with
the Company (but not exceeding 2% of the  outstanding  capital stock of any such
firm or corporation).

     (p)  Taxes.  All tax  returns  required  to be filed by the  Company in any
jurisdiction  (including foreign  jurisdictions)  that were required to be filed
prior to the Closing (taking into account all applicable  extensions)  have been
timely filed, or will be timely filed by the Closing,  and, when filed, all such
returns  were,  or will be,  accurate in all material  respects,  and all taxes,



                                      -5-
<PAGE>

assessments, fees and other charges (including, without limitation,  withholding
taxes,  penalties  and  interest)  due or  claimed  to be due in respect of such
returns  have been paid,  or will be paid prior to the Closing  other than those
being  contested  in good faith by  appropriate  proceedings,  or those that are
currently  payable  without  penalty or interest and, in each case, for which an
adequate reserve or accrual has been established on the books and records of the
Company in  accordance  with  generally  accepted  accounting  principles of the
United States, consistently applied ("GAAP"). The charges, accruals and reserves
on the books and records of the Company,  in respect of federal,  state or other
taxes for all  fiscal  periods  (or  portions  thereof)  ending on or before the
Closing, have been established in accordance with GAAP.

     (q)  Accounting  Controls.  The  Company  maintains  a system  of  internal
accounting controls sufficient to provide reasonable assurance that (i) material
transactions  are executed in accordance with  management's  general or specific
authorization,  (ii) material  transactions  are recorded as necessary to permit
preparation  of financial  statements in conformity  with GAAP,  and to maintain
asset  accountability,  (iii) access to assets is permitted  only in  accordance
with  management's  general or  specific  authorization,  and (iv) the  recorded
accountability  for assets is compared  with the existing  assets at  reasonable
intervals  and  appropriate  action  is  taken  with  respect  to  any  material
differences.

     (r)  Financial   Statements.   The  financial  statements  of  the  Company
(including  the  footnotes  thereto)  filed  with  and as part of the  Company's
filings  made  pursuant  to and  under  the  Securities  Act and the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"), as such filings have been
amended  through the date hereof,  present  fairly (or will present fairly as to
future  statements)  the financial  position of the Company as of the respective
dates thereof and the statements of income,  statement of  shareholders'  equity
and  statements of cash flow of the Company for the respective  periods  covered
thereby. The Company's financial statements are prepared in conformity with GAAP
(subject,  in the  case of  interim  financial  statements,  to the  absence  of
footnote  disclosures  and  other  presentation  items  and  normal,  recurring,
year-end adjustments).

     (s) Good Faith. The Company is incurring its indebtedness under the Note in
good faith.

     (t) No  Integrated  Offering.  Neither the Company nor any person acting on
its behalf,  has directly or indirectly made any offers or sales of any security
or solicited any offers to buy any security under circumstances that would cause
the  offering  of the  Purchased  Securities  pursuant to this  Agreement  to be
integrated  with prior  offerings  by the Company  for  purposes of the Act in a
manner which would  prevent the Company from  offering and selling the Purchased
Securities  pursuant  to Rule 506 under the Act.  Neither the Company nor any of
its  affiliates  will take any action or steps that would cause the  offering of
the Purchased Securities to be integrated with other offerings in a manner which
would prevent the Company from relying on Rule 506 under the Act with respect to
the offers and sales of the Purchased Securities hereunder.

     (u) ERISA.  Except as disclosed in the Company's  public  filings under the
Act or the Exchange Act, the Company does not maintain an employee  benefit plan
that is intended to qualify under Section 401(a) of the Internal Revenue Code of
1986,  as  amended,  or the rules,  regulations  and  published  interpretations
promulgated  thereunder.  Neither the  Company  nor any



                                      -6-
<PAGE>

trade or business under common control with the Company (for purposes of Section
414(c) of the Code or  Section  4001 of ERISA  (defined  below))  maintains  any
employee  pension  benefit  plan  that is  subject  to Title IV of the  Employee
Retirement  Income  Act of  1974,  as  amended,  or the  rules  and  regulations
promulgated  thereunder  ("ERISA").   The  terms  "employee  benefit  plan"  and
"employee  pension benefit plan" shall have the meanings  assigned to such terms
in Section 3 of ERISA.

     (v) No Brokers.  Except as set forth on Schedule 4(v) attached hereto,  the
Company has not dealt with any broker, finder,  commission agent or other person
entitled to receive a commission  or other  remuneration  (other than Lender) in
connection with the  transactions  contemplated  hereby and Company is not under
any  obligation to pay any broker's fee or  commission  in  connection  with the
transactions contemplated hereby.

     (w) No Labor  Disputes.  The  Company is not  engaged  in any unfair  labor
practice.  There is (i) no unfair labor practice  complaint or other  proceeding
pending or, to the  knowledge  of the  Company,  threatened  against the Company
before the National Labor Relations  Board or any state,  local or foreign labor
relations  board or any  industrial  tribunal,  and no grievance or  arbitration
proceeding  arising out of or under any  collective  bargaining  agreement is so
pending or, to the  knowledge  of the Company,  threatened,  and (ii) no strike,
labor dispute, slowdown or stoppage pending or, to the knowledge of the Company,
is threatened against the Company.

     (x) Intellectual  Property. The Company owns, possesses or licenses, or can
acquire on reasonable  terms,  adequate  patents,  patent licenses,  trademarks,
service  marks and trade names  necessary  to carry on its business as presently
conducted and has not received any notice of  infringement  of, or conflict with
asserted  rights of others  with  respect  to,  any  patents,  patent  licenses,
trademarks, service marks or trade names.

     (y) Litigation.  There is no action,  suit,  proceeding,  or  investigation
pending or, to the Company's knowledge, currently threatened against the Company
that  questions  the validity of this  Agreement,  or Operative  Document or the
right of the  Company  to enter  into  such  agreements,  or to  consummate  the
transactions  contemplated  hereby or  thereby,  or that  might  result,  either
individually  or in  the  aggregate,  in any  adverse  change  in the  business,
properties,  prospects,  or financial condition of the Company, or in any change
in the current equity ownership of the Company. The foregoing includes,  without
limitation,  any action, suit, proceeding, or investigation pending or currently
threatened  involving the prior  employment  of any of the Company's  employees,
their use in  connection  with the  Company's  business  of any  information  or
techniques  allegedly  proprietary  to  any of  their  former  employers,  their
obligations  under any agreements with prior  employers,  or negotiations by the
Company with potential  backers of, or investors in, the Company or its proposed
business.  The  Company  is not a party  to or,  to its  knowledge,  named in or
subject  to any  order,  writ,  injunction,  judgment,  or decree of any  court,
government agency, or instrumentality.  There is no action, suit,  proceeding or
investigation  by the Company  currently  pending or that the Company  currently
intends to initiate.

     (z) Disclosure. Neither this Agreement nor any other information, statement
or  certificate  made or  delivered  by the  Company  in  connection  with  this
Agreement and the



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<PAGE>

transactions  contemplated  hereby  contains any untrue  statement of a material
fact or omits to state a  material  fact  necessary  not to make the  statements
therein untrue or misleading.

     (aa) Security  Interests.  The Security Agreement creates,  as security for
the Obligations, a valid and enforceable security interest in and Lien on all of
the  Collateral in favor of and for the benefit of Lender.  When this  Agreement
and related financing  statements and related  documents  delivered to Lender by
the Company are filed in the places  designated  by the Company  with respect to
each such document,  such security interest and Lien of Lender will be perfected
and  superior  to and  prior to the  rights  of all third  persons  (except  for
security interests evidenced by the Permitted  Filings).  Such security interest
is entitled to all the rights,  priorities and benefits  afforded by the UCC, or
other  relevant  law as  enacted  in any  relevant  jurisdiction,  to  perfected
security interests.  The Company has good and marketable title to all Collateral
free and clear of all Liens except the Permitted Liens.

     (bb) No Liens.  The Company is, and as to  Collateral it acquires from time
to time after the date hereof will be, the owner of all Collateral free from any
Lien,  security  interest,  encumbrance or other right, title or interest of any
Person  (other  than the  Permitted  Liens),  and the Company  shall  defend its
Collateral  against all claims and  demands of all Persons at any time  claiming
the same or any interest therein adverse to Lender.

     (cc)  Representations  and  Warranties.  No  statement,  representation  or
warranty made by the Company in any of the Operative  Documents to which it is a
party or in any  certificate,  document  or  instrument  required by any of such
Operative  Documents  to be  delivered  to  Lender  was or will be,  when  made,
inaccurate, untrue or incorrect in any material respect. Each certificate signed
by any officer of the Company and  delivered  to Lender or counsel for Lender in
connection  with the  Transactions  shall be deemed to be a  representation  and
warranty by the Company to Lender as to the matters covered thereby.

5.   Representations  and  Warranties of Lender.  As of the date hereof,  Lender
represents and warrants to the Company that:

     (a) Investment Intent;  Authority.  This Agreement is made in reliance upon
Lender's  representation  to the Company that Lender is acquiring  the Purchased
Securities  for  investment  for its own account,  not as nominee or agent,  for
investment  and not  with a view to,  or for  resale  in  connection  with,  any
distribution  or public  offering  thereof  within the meaning of the Act or any
state securities laws. Lender has the full right, power,  authority and capacity
to enter into and perform  the  Operative  Documents  to which it is a party and
such Operative  Documents will  constitute  valid and binding  obligations  upon
Lender, except as the same may be limited by bankruptcy, insolvency, moratorium,
and other laws of general  application  affecting the  enforcement of creditors'
rights.

     (b) Securities Not Registered. Lender understands and acknowledges that the
offering of the Purchased  Securities  will not be  registered  under the Act or
under any state securities laws on the grounds that the offering and sale of the
Purchased Securities contemplated by this Agreement are exempt from registration
under  the Act and  under  any state  securities  laws,  and that the  Company's
reliance  upon  such   exemptions  is   predicated,   in  part,   upon  Lender's
representations set forth in this Agreement. Lender acknowledges and understands
that



                                      -8-
<PAGE>

the  Warrant  may not be  exercised  for,  and the  Preferred  Stock  may not be
converted  into,  the Conversion  Shares except in accordance  with an exemption
from  registration  under the Act and under any state  securities  laws.  Lender
acknowledges and understands that resale of the Purchased  Securities and of the
Conversion  Shares may be restricted  indefinitely  unless such  securities  are
subsequently registered under the Act or an exemption from such registration and
such qualification is available.

     (c)  Limitations on Transfer.  Lender (i)  acknowledges  that the Purchased
Securities  are  non-transferable  except  that the  Lender  (and any  permitted
transferee)  shall be permitted to transfer any of the  Purchased  Securities or
the  Shares,  in the case of a holder  that is an  entity,  to its  partners  or
members or to an entity  affiliated with such person, or in the case of a holder
that is a natural  person,  for estate  planning  purposes,  provided  that each
transferee is an "accredited investor" as defined in Rule 501(a) of Regulation D
under the Act and the Company  receives  evidence  satisfactory to it (which may
include an opinion of counsel reasonably  satisfactory to the Company) that such
transfer will not result in a violation of the Act or any state securities laws,
and (ii)  covenants  that in no event will it  dispose  of any of the  Purchased
Securities or the Shares, except in accordance with (i) above, other than (A) in
conjunction with an effective  registration  statement under the Act or pursuant
to a transaction  not requiring the filing of such a registration  statement and
(B) in compliance with the applicable securities  regulations laws of any state.
Lender acknowledges and agrees that the Purchased Securities and the Shares will
contain a legend to the foregoing  effect.  Lender  acknowledges and agrees that
and transfer of all or part of the Warrant will be completed only in conjunction
with a transfer  to the  transferee  of the  Warrants of an  identical  pro rata
portion of the Series E Preferred Stock.

     (d)  Accredited  Investor.  Lender  and  each  of  its  partners  (i) is an
"accredited  investor,"  as defined  in Rule  501(a) of  Regulation  D under the
Securities  Act of  1933,  as  amended;  and (ii)  has the  ability  to bear the
economic  risks of the  prospective  investment,  including  a complete  loss of
Lender's investment in the Purchased  Securities.  None of Lender's partners was
organized for the specific purpose of acquiring the Purchased Securities.

     (e) Adequate Information.  Lender represents that it has had an opportunity
to ask  questions and receive  answers from the Company  regarding the terms and
conditions  of the  offering  of the  Purchased  Securities  and  the  business,
properties, prospects and financial condition of the Company.

     (f) No  Brokers.  Except as set forth on  Schedule  5(f)  attached  hereto,
Lender has not dealt with any broker,  finder,  commission agent or other person
entitled to receive a commission or other remuneration  (other than the Company)
in connection with the transactions  contemplated hereby and Lender is not under
any  obligation to pay any broker's fee or  commission  in  connection  with the
transactions contemplated hereby.

6.   Conditions.

     (a)  Conditions to  Obligations  of Lender.  The  obligations  of Lender to
purchase  the  Purchased  Securities  under  this  Agreement  is  subject to the
satisfaction or waiver of each of the following conditions:



                                      -9-
<PAGE>

          (i)   Representations   and   Warranties  of  the  Company.   All  the
representations  and  warranties of the Company in this Agreement and in each of
the other  Operative  Documents to which it is a party shall be true and correct
in all material respects at and as of the Closing (except those  representations
and  warranties  that, by their nature,  will cease to be true and correct after
giving effect to the transactions  contemplated  hereby) with the same force and
effect  as if made on and as of such  date.  On or  prior  to the  Closing,  the
Company  shall have  performed or complied in all material  respects with all of
the  agreements  and satisfied in all material  respects all conditions on their
respective  parts  required to be  performed,  complied  with or satisfied by it
pursuant to the  Operative  Documents  to which it is a party at or prior to the
Closing.

          (ii) No Injunction.  No injunction,  restraining order or order of any
nature by a Governmental Authority shall have been issued as of the Closing that
would  prevent or interfere  with the  consummation  of any of the  transactions
contemplated hereby; and no stop order suspending the qualification or exemption
from qualification of any of the Purchased  Securities in any jurisdiction shall
have been issued and no Proceeding for that purpose shall have been commenced or
be pending or contemplated.

          (iii) No  Proceedings.  No action  shall  have been  taken and no
Applicable Law shall have been enacted,  adopted or issued that would, as of the
Closing,  prevent the  consummation  of any of the  Transactions.  No Proceeding
shall  be  pending  or,  to the  Company's  knowledge,  threatened,  other  than
Proceedings  that if  adversely  determined  would not,  individually  or in the
aggregate, have a Material Adverse Effect.

          (iv)  Officers'  and  Secretary's  Certificates.   Lender  shall  have
received  certificates  dated the  Closing,  signed  by (1) the Chief  Executive
Officer or President,  and (2) the principal  financial or accounting officer of
the  Company  on behalf  of the  Company  confirming  the  matters  set forth in
paragraphs (i), (ii) and (iii) of this Section 6(a).

          (v) Opinion of Counsel.  Lender  shall have  received,  an opinion (in
form and substance satisfactory to Lender and counsel to Lender, dated as of the
Closing, of Dorsey & Whitney LLP, as counsel to the Company, containing opinions
substantially to the effect of the opinions set forth in Exhibit F hereto.

          (vi)  Execution  and Delivery of Operative  Documents.  The Note,  the
Warrant,  the Security  Agreement,  the  Registration  Rights  Agreement and the
Agreement  Between  Creditors  shall have been  executed  and  delivered  by all
parties  thereto  other than the Lender and Lender  shall have  received a fully
executed original of each such Operative Document.

          (vii) Other  Documents.  Other  Information.  The  Company  shall have
furnished to Lender such further information,  certificates and documents,  each
in form and content  satisfactory to Lender's counsel,  as Lender may reasonably
request.

          (viii)  Resolutions.  Lender shall have  received a copy of all of the
resolutions  (in form and  substance  satisfactory  to  Lenders)  adopted by the
Company's  board of  directors  authorizing  or relating  to (i) the  execution,
delivery and performance of the Operative  Documents and the other documents and
instruments  provided  for herein and therein to which it



                                      -10-
<PAGE>

is a party or is bound thereby,  and (ii) the granting of the Liens and security
interests,  all  certified by the  secretary of the Company.  Such  certificates
shall be dated as of the date hereof.

          (ix) Certain Legislation, etc. (i) No legislation, order, rule, ruling
or  regulation  shall  have  been  enacted  or  made  by or  on  behalf  of  any
governmental  body,  department  or agency of the United  States,  nor shall any
decision of any court of competent  jurisdiction  within the United  States have
been rendered, which, in the reasonable judgment of Lender, would materially and
adversely affect, restrain,  prevent or change the transactions  contemplated by
any  Operative  Document;  and (ii) no  action,  suit or  proceeding  before any
arbitrator or any court or governmental  authority or administrative  body shall
be pending, and no investigation by any governmental  authority,  administrative
body shall be pending or to the knowledge of the Company threatened, relating to
the Company, which (x) seeks to restrain, enjoin, prevent the consummation of or
otherwise  materially and adversely  change the Note or any of the  transactions
contemplated by any Operative  Document,  (y) questions the validity or legality
of the Note or any other transactions  contemplated by any Operative Document or
seeks to recover  damages  or obtain  other  relief in  connection  herewith  or
therewith,  or (z) in the  reasonable  judgment of Lender  would have a material
adverse effect on the condition (financial or otherwise),  business,  properties
or  results  of  operations  of  the  Company  after  the  consummation  of  any
transaction  contemplated by any Operative Document, or the Company's ability to
perform its Obligations under any Operative Document.

          (x) Security Interests. The Operative Documents shall be in full force
and effect and be in form such that, once related financing statements and other
documents have been filed in the places designated by the Company,  Lender shall
obtain a valid and  enforceable  perfected  continuing  first-priority  security
interest  in and Lien on all of the  Collateral  including  any  fixtures,  such
security  interest to be prior and superior to all rights of third parties other
than Permitted Filings and Permitted Liens. The Company shall promptly reimburse
Lender for all taxes,  fees and other  charges  payable in  connection  with the
filing of the financing statements, and any related documents and instruments.

          (xi) Lien Searches. A search, made no more than ten (10) days prior to
the  date  hereof,  of the  Uniform  Commercial  Code  filing  offices  or other
registries  in each  jurisdiction  in which  Collateral  is  located  shall have
revealed no filings or records, except the following (the "Permitted Filings"):

               (1) filings made on behalf of CAPCO Financial  Company  ("Capco")
to perfect its interest in the Company's Receivables;

               (2)  filings  made on behalf of any  lessor of  Equipment  to the
Company to perfect the lessor's interest in any such Equipment;

               (3) filings made on behalf of Briazz  Venture in connection  with
the issuance of the FFG Note; and

               (4) filings made with  respect to Permitted  Liens (as defined in
the Security Agreement.



                                      -11-
<PAGE>

          (xii) No Event of Default. No Event of Default shall have occurred and
be continuing.

          (xiii) Approval of Management.  Lender shall have approved the make-up
of the Company's  executive  management team;  provided that for these purposes,
Victor  Alhadeff  shall be approved to serve as the  Company's  chief  executive
officer and chairman of the board of directors.

          (xiv) Payment of Expenses.  The Company shall have delivered checks or
initiated wire transfers to Fulbright & Jaworski L.L.P. pursuant to Section 3(b)
of this Agreement.

          (xv)  Consents.  The Company shall have obtained  consents from Capco,
Laurus and FFG to allow:  (i) the  execution  and delivery by the Company of the
Operative Documents to which the Company is a party and (ii) the consummation by
the Company of the transactions contemplated hereby.

     (b) Conditions to the Company's  Obligation.  The obligation of the Company
to sell the Purchased Securities and to consummate the transactions contemplated
by the Operative  Documents is subject to the  satisfaction or waiver of each of
the following conditions:

          (i)  Representations  and Warranties.  All of the  representations and
warranties of Lender in the Operative Documents shall be true and correct in all
material respects at and as of the Closing, with the same force and effect as if
made on and as of such date.

          (ii) No Injunctions. No injunction,  restraining order or order of any
nature by a Governmental Authority shall have been issued as of the Closing that
would  prevent  or  interfere  with  the  issuance  and  sale  of the  Purchased
Securities;  and no stop order  suspending the  qualification  or exemption from
qualification of any of the Purchased  Securities in any jurisdiction shall have
been issued and no Proceeding  for that purpose shall have been  commenced or be
pending or contemplated as of the Closing.

          (iii)  Execution  and Delivery of Operative  Documents.  The Operative
Documents  shall have been executed and  delivered by all parties  thereto other
than the Company and the Company shall have received a fully  executed  original
of each of the Operative Documents (other than the Certificate of Designations).

          (iv) Capco Subordination  Agreement.  Lender shall have entered into a
subordination  agreement  in  form  satisfactory  to  Capco  providing  for  the
subordination of the interests granted to Lender under the Security Agreement to
the interests  granted to Capco pursuant to the agreement  between Capco and the
Company dated August 26, 2002.

          (v) Consents.  The Company  shall have received all consents,  waivers
and agreements  that it deems  necessary or  appropriate in connection  with the
Operative Documents and the transactions  contemplated  thereby,  from Capco and
all other third  parties as the Company may deem  necessary or  appropriate,  in
order to  authorize  and avoid any breach,  default or similar  result under any
Operative  Document or any  agreement  with any such third  party in  connection
therewith.



                                      -12-
<PAGE>

7.   Miscellaneous.

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

          If to the Company:

                BRIAZZ, Inc.
                3901 7th Avenue South, #200
                Seattle, Washington  98108
                Attention:  Chief Executive Officer
                Telephone: (206) 467-0994
                Fax:  (206) 467-1970

          With a copy (which shall not  constitute  notice)  given in the manner
prescribed above to:

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

          If to Lender:

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

          With a copy (which shall not  constitute  notice)  given in the manner
prescribed above to:

                Fulbright & Jaworski L.L.P.
                666 Fifth Avenue



                                      -13-
<PAGE>

                New York,  New York  10103
                Attention:  Merrill M. Kraines, Esq.
                Telephone:  (212) 318-3000
                Facsimile:  (212) 318-3400

          (b) Successors and Assigns. This Agreement has been and is made solely
for the benefit of and shall be binding  upon the Company and Lender,  and their
respective  successors  and assigns,  all as and to the extent  provided in this
Agreement,  and no other  person  shall  acquire  or have any right  under or by
virtue of this Agreement.

          (c) Governing Law. This  Agreement  shall be governed by and construed
in accordance with the internal laws of the State of New York.

          (d)   Counterparts.   This   Agreement   may  be  signed  in   various
counterparts, which together shall constitute one and the same instrument.

          (e) Headings.  The headings in this  Agreement are for  convenience of
reference only and shall not limit or otherwise affect the meaning hereof.  When
a reference  is made in this  Agreement to a Section,  paragraph,  subparagraph,
Schedule  or  Exhibit,   such  reference   shall  mean  a  Section,   paragraph,
subparagraph, Schedule or Exhibit to this Agreement unless otherwise indicated.

          (f) Interpretation.  The words "include,"  "includes," and "including"
when used in this  Agreement  shall be deemed in each case to be followed by the
words, "without limitation." The phrases "the date of this Agreement," "the date
hereof," and terms of similar  import,  unless the context  otherwise  requires,
shall  be  deemed  to refer to March 5,  2003.  The  words  "hereof,"  "herein,"
"herewith,"  "hereby" and "hereunder" and words of similar import shall,  unless
otherwise  stated, be construed to refer to this Agreement as a whole and not to
any particular  provision of this Agreement.  The word "knowledge"  means,  when
applied to the Company,  the actual knowledge,  after due inquiry, of any of the
executive  officers  of the  Company.  Unless the  context  otherwise  requires,
defined  terms shall  include the  singular and plural and the  conjunctive  and
disjunctive forms of the terms defined.

          (g) Severability.  If any term, provision,  covenant or restriction of
the  Agreement  is held by a court  of  competent  jurisdiction  to be  invalid,
illegal,  void  or  unenforceable,  the  remainder  of  the  terms,  provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto shall use their best efforts to find and employ an  alternative  means to
achieve the same or substantially  the same result as that  contemplated by such
term, provision,  covenant or restriction.  It is hereby stipulated and declared
to be the  intention of the parties that they would have  executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

          (h)   Amendment.   This   Agreement   may  be  amended,   modified  or
supplemented,  and waivers or consents to departures from the provisions  hereof
may be given,  provided  that the same are in writing  and signed by each of the
signatories hereto.



                                      -14-
<PAGE>

          (i) Survival.  The warranties,  representations,  and covenants of the
Company and the Investors  contained in or made pursuant to this Agreement shall
survive until the termination of the applicable statute of limitations.




                       [signature page follows this page]







                                      -15-
<PAGE>

     Please confirm that the foregoing  correctly sets forth the agreement among
the Company and Lender.

                                    COMPANY:

                                    BRIAZZ, INC.

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

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

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



                                    LENDER:

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









                                      -16-


<PAGE>







                                  SCHEDULE 3(c)

                                 USE OF PROCEEDS
                                 ---------------

As contemplated by Schedule  4(v),the  Company,  intending to be bound, will pay
Spinnaker  Capital  Partners,  LLC a management fee of $50,000 at the Closing by
check or wire transfer  immediately  upon the Company's  receipt of the Purchase
Price from Lender.

The  remaining  proceeds  of $500,000  will be used for  Lender's  expenses  and
working capital.







<PAGE>


                                  SCHEDULE 4(c)
                                  -------------

                       OUTSTANDING CONVERTIBLE SECURITIES

     1. The Company has outstanding options to purchase 787,995 shares of Common
Stock as of April 3, 2003.

     2.  Attached is a list of the  Company's  outstanding  warrants to purchase
shares of Common Stock as of December 23, 2002. Those warrants labeled "Series C
Convertible" were originally warrants to purchase Series C Preferred Stock. Such
warrants  became  warrants to purchase shares of Common Stock upon conversion of
the Company's outstanding Series C Preferred Stock in 2001. The number of shares
of Common Stock for which such  warrants  are  currently  convertible  is listed
under the column  titled  "Anti-Dilution  Adjustment".  In  connection  with the
conversion of the Series C Preferred Stock and pre-IPO anti-dilution adjustments
to the Series C  Preferred  Stock,  the  exercise  price for such  warrants  was
reduced  from  $6.00 per share to $5.74 per  share.  Except  for the  warrant to
purchase  1,193,546  shares of common  stock at $0.50 per share issued to Briazz
Venture,  L.L.C. on March 6, 2003 pursuant to the Amended and Restated  Purchase
Agreement  dated March 5, 2003 (the "FFG Purchase  Agreement"),  no new warrants
have been granted since the date of the attached list. See, however, paragraph 3
below.

     3. On June 18, 2002,  the Company issued a convertible  promissory  note to
Laurus  in the  principal  amount  of  $1,250,000.  The  amount  of  the  Laurus
convertible  debt and the  number  of  shares  of  Common  Stock  issuable  upon
conversion  thereof  fluctuate in accordance with the terms thereof,  as amended
through the date hereof. In January 2003, the Company and Laurus entered into an
arrangement  pursuant to which certain amounts under the  convertible  note were
and will be  converted  into shares of Common  Stock.  As of April 2, 2003,  the
Company had issued  50,200  shares of Common Stock to Laurus upon  conversion of
portions of the convertible note pursuant to this arrangement, and the principal
amount of the Laurus note  (exclusive  of interest)  was  $926,214.  On March 4,
2003, the Company and Laurus  entered into  amendments to the Laurus note and to
the warrant the Company issued to Laurus on June 18, 2002. These amendments have
been delivered to the Lender and provide,  among other things, for the reduction
of the fixed  conversion price of the note and the exercise price of the warrant
to $0.10 per share.

     4. 200,000 shares of Common Stock are reserved for issuance pursuant to the
Company's  employee  stock  purchase  plan.  Any shares of Common  Stock  issued
pursuant to the  Company's  employee  stock  purchase plan shall be deemed to be
issued  "pursuant to outstanding  options,  warrants and  convertible  debt" for
purposes of Section 3(v) of the Note.

                                VOTING AGREEMENTS

     1. Victor D. Alhadeff  entered into a Voting  Agreement with Briazz Venture
dated March 6, 2003.

     2. The Company has agreed,  pursuant to the FFG  Purchase  Agreement,  that
Briazz Venture will receive  additional  voting  agreements from stockholders of
the Company.





                                       2
<PAGE>





[Summary of outstanding warrants as of December 23, 2002, showing
outstanding warrants to purchase a total of 1,330,404 shares of the
Company's common stock]




<PAGE>


                                  SCHEDULE 4(d)
                                  -------------

                               REGISTRATION RIGHTS

The  Company  has  granted   registration   rights  pursuant  to  the  following
agreements:

     1. The  Securities  Purchase  Agreement  dated June 18,  2002  between  the
Company and Laurus, as amended.

     2. The  Registration  Rights  Agreement  dated  August 15, 1997 between the
Company and the investors named therein, as amended.

     3. The  Registration  Rights  Agreement  dated  March 6, 2003  between  the
Company and Briazz Venture.








                                       3

<PAGE>


                                  SCHEDULE 4(g)
                                  -------------

               VIOLATIONS OF ARTICLES OF INCORPORATION AND BYLAWS

None.










                                       4

<PAGE>

                                  SCHEDULE 4(h)
                                  -------------

                                    CONFLICTS

None, provided that the approvals listed under Schedule 4(i) are obtained.














                                       5


<PAGE>

                                  SCHEDULE 4(i)
                                  -------------

                              PERMITS AND CONSENTS

          The following approvals will be required prior to closing:

          1.   The approval of Capco.

          2.   The approval of FFG and Briazz Venture.

          3.   The approval of Nasdaq.

          4.   The approval of the Company's Board of Directors.

          In  addition,  the  articles  of  amendment  containing  the terms and
conditions  of the Series E Preferred  Stock must be filed with the Secretary of
State of the State of Washington.








                                       6
<PAGE>

                                  SCHEDULE 4(o)

                           RELATED-PARTY TRANSACTIONS
                           --------------------------

     1. Victor Alhadeff is a limited partner in Maveron, a Seattle-based venture
capital  firm,   which  holds   investments  in  Potbelly   Sandwich   Works,  a
Chicago-based chain of sandwich shops.

     2. The Company is a party to a lease  agreement dated November 6, 1998 with
Benaroya Capital Company, LLC, which is controlled by Jack Benaroya,  one of the
Company's principal shareholders. The terms of the lease agreement are described
in the Company's public filings.

     3. The Company is indebted to Briazz Venture,  an affiliate of FFG, and has
a business  relationship  with FFG pursuant to the FFG Purchase  Agreement,  the
Food  Production  Agreement  dated  December  1,  2002  and the  agreements  and
transactions  contemplated  therein.  In  addition,  FFG may  compete  with  the
Company.  FFG has the right to  acquire  more than 10% of the  Company's  common
stock.








                                       7

<PAGE>

                                  SCHEDULE 4(v)
                                  -------------

                                   BROKER FEES

Delafield  Hambrecht,  Inc. is entitled to 5% of the proceeds of this  offering,
which will be paid at a later date. The terms of the agreement between Delafield
Hambrecht,  Inc.  and the Company  are more fully  described  in the  engagement
letter between them.

Spinnaker Capital  Partners,  LLC will be receiving $50,000 from use of proceeds
as a management fee.












                                       8

<PAGE>



                                 SCHEDULE 5(f)
                                 -------------


                                   BROKER FEES

Lender is not under any  obligation  to pay any  broker's fee or  commission  in
connection with the transactions contemplated hereby.

The Company is obligated to pay a management fee of $50,000 to Spinnaker Capital
Partners, LLC at the Closing $50,000.

The Company is obligated to pay to Delafield Hambrecht,  Inc. 5% of the proceeds
of this offering.









                                       9