**EXHIBIT2**

** **

**NOTE**

**(Consolidation)**

 

| $922,305.00 | April 30, 2002 |
|-------------|----------------|

 

1.             ***Promise to pay***.  For value received, Boston Restaurant Associates, Inc., aDelaware corporation with offices in Saugus, Massachusetts (“Borrower”),promises to pay to Commerce Bank & Trust Company, a Massachusetts trustcompany with offices in Worcester, Massachusetts (“Lender”), or order, in four(4) years, with interest as provided in this note, the principal sum of NINEHUNDRED TWENTY-TWO THOUSAND THREE HUNDRED FIVE DOLLARS ($922,305.00).

 

2.             ***Loan Agreement***.  This note evidences a loan made by Lender  pursuant to a certain Loan Agreement of evendate between Lender and Borrower (“Loan Agreement”).  In the Loan Agreement this note is designated as the“Consolidation Note.”

 

3.             ***Payments***.

 

a.             *Time,number, and source of payments*. Borrower shall make forty-eight (48) consecutive monthly payments.  The first such payment shall be made onemonth after the date of this note, and each subsequent payment shall be made onthe same day of each succeeding month. Borrower shall make the final payment on this note on the fourthanniversary of the date of this note.

 

b.             *Paymentamounts.*

 

(1)           *Forty-seven (47) payments of interest and principal.* Each of the first forty-seven (47) paymentsshall include interest and principal. Each such payment shall be in the amount that is necessary to repay theface amount of this note in full, in forty-eight (48) equal consecutive monthlyinstallments of principal and interest, with interest at the then-applicablerate determined under paragraph 4a of this note.  The amount of such monthly installment payments shall be adjustedas needed to account for any change that is made in the interest rate pursuantto paragraph 4a.

(2)           *Final payment. *The final payment shall equal the sum of (a) all outstandingprincipal, plus (b) all interest accrued and unpaid.

 

c.             *Place ofpayment*.  Payments shall bemade to Lender at its offices at 390 Main Street, Worcester, Massachusetts, orat such other place as is designated in writing by Lender.

 

d.             *Applicationof payments*.  Payments shallbe applied first to any late payment charges, then to  interest, then to principal.

 

e.             *PrepaymentCharge*.  Subject to thefollowing subparagraph, Borrower shall have the right to prepay this note inwhole or in part at any time without penalty.

 

f.*              Termination fee*.  Under certain circumstances described in theLoan Agreement, Borrower is obligated to pay Lender a fee for the terminationof the credit facility which gave rise to this note.

 

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g.             *Manner ofpayment.*  All payments shallbe made in lawful money of the United States of America in immediatelyavailable funds.

 

h.             *Autocharge*.  Each payment shall be made by Lender’swithdrawal of the amount due from an autocharge account established by Borrowerpursuant to the Loan Agreement.

 

i.              *Businessdays*.  Any payment whichfalls due on a date which is not a Business Day shall be due on the nextBusiness Day.  A “Business Day” is oneon which Lender’s offices are open for business in Worcester, Massachusetts.

 

4.             ***Interest.***

 

a.             *Rate*. During the first twelve (12) months after the date of this note, theannual rate of interest on the outstanding principal balance shall be a fixedrate of six and three quarters percent (6.75%).  On the first anniversary of the date of this note (“FirstAdjustment Date”), the annual rate of interest shall be changed to the sum of(i) Lender’s Base Rate as of the First Adjustment Date, plus (ii) two percent(2%).  The rate as thus adjusted shallremain fixed for the year following the First Adjustment Date.  On each anniversary of the First AdjustmentDate, the annual rate of interest again shall be changed to the sum of (i)Lender’s Base Rate as of the date of the adjustment, plus (ii) two percent(2%); the rate as thus adjusted shall remain fixed for the following year.

 

b.             *Lender’s Base Rate*.  The term “Lender’s Base Rate” means thenational prime interest rate designated as such in the *Wall Street Journal*.  If such a rate ceases to be published, thenLender shall select a substitute, and any selection made in good faith byLender shall be final and binding upon Borrower.

 

c.             *Calculation*.  Interest shall be calculated on the actual number of days elapsedover a year assumed to have 360 days.

 

d.             *Default***.**  Notwithstanding the provisions of paragraph 4a, at Lender’selection after any Event of Default (defined below) the annual rate of intereston the outstanding principal balance shall become a continuously variable rateequal to the sum of (i) Lender’s Base Rate, plus (ii) four percent (4.0%).

 

e.             *Limitation*.  If at any time the rate of interest established by this noteexceeds the maximum permitted by law, then (a) any excess interest previouslypaid by Borrower shall be reallocated to the reduction of the principal balanceand (b) the rate of interest with respect to future payments shall be reducedto such maximum during any period in which the rate as otherwise calculatedwould exceed such maximum.

 

5.             ***Security***. This note is secured by a security agreement of even date between Lenderand Borrower (“Security Agreement”) and by the other documents that in the LoanAgreement are classified as “Loan Documents.” Throughout this note the terms “Loan Agreement,” “Security Agreement,”and “Guaranty Agreement” (defined below) shall include all amendments,restatements, and replacements, and the term “Loan Documents” shall beconstrued in accordance with the applicable provisions of the Loan Agreement.

 

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6.             ***Acceleration*.**  At Lender’s election the entire outstanding balance of principaland accrued interest shall become immediately due and payable upon notice toBorrower of Lender’s exercise of this election following (1) the occurrencedescribed in paragraph 6.1 of this note or (2) any Event of Default.  An “Event of Default” shall be any of thefollowing:

 

(a)           Borrower’s failure to make anypayment due on this note on the date the payment is due,

 

(b)           Any circumstance or occurrence thatconstitutes an “Event of Default” as defined in any present or future note thatevidences any indebtedness of Borrower to Lender;

 

(c)           Any circumstance or occurrence thatconstitutes an “Event of Default” as defined in the Loan Agreement, theSecurity Agreement, or any of the other Loan Documents,

 

(d)           The institution of any bankruptcy orinsolvency proceeding by Borrower or any guarantor of this note,

 

(e)           The pendency for more than forty-five(45) days of any bankruptcy or insolvency proceeding against Borrower or anyguarantor of this note,

 

(f)            Any composition or assignment forthe benefit of creditors by Borrower or any guarantor of this note,

 

(g)           The pendency for more than forty-five(45) days of any receivership proceeding against Borrower or any guarantor ofthis note, or

 

(h)           Any circumstance or occurrence thatconstitutes an “Event of Default” as defined in (i) a certain Multi-PartyGuaranty Agreement of even date between Lender and Borrower’s subsidiaries andaffiliates (“Guaranty Agreement”), or in (ii) any security agreement, mortgage,or other instrument that secures such Multi-Party Guaranty Agreement.

 

Lender’swaiver of the foregoing election in one or more instances shall not constitutea waiver of the election in any other instance, and no delay or forbearance byLender in exercising such election shall constitute a waiver.  No waiver by Lender shall be valid unlessmade in writing, and no waiver granted by Lender on one or more occasions shalloblige Lender to grant a waiver on any subsequent occasion.

 

6.1           ***Termination of Revolver***.  The entire outstanding balance of principal and accrued interestshall become immediately due and payable under the circumstances described inSection 6D  of the Loan Agreement.

 

7.             ***Costs of Collection***.  Following (a) any acceleration that occurspursuant to paragraph 6 or paragraph 6.1 of this note or (b) Borrower’s failureto pay this note at maturity, Borrower agrees to pay on demand all costs andexpenses, including reasonable professional fees and reasonable attorneys’fees, incurred by Lender (i) in collecting amounts due under this note, (ii) inenforcing its rights under this note, the Loan Agreement, the SecurityAgreement, or any of the other Loan Documents, or (iii) in participating in anycapacity or capacities in any bankruptcy case or adversary proceeding in whichBorrower is a debtor.

 

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8.             ***Waivers***. Borrower and all endorsers and guarantors of this note waive all rightsto presentment, dishonor, notice of dishonor, and protest.

 

9.             ***Set off***. Any deposits or other sums at any time credited by or due from Lender toBorrower, or to any endorser or guarantor of this note, and any securities orother property of Borrower or any such endorser or guarantor at any time in thepossession of Lender may at all times be held and treated as collateral for thepayment of this note and any and all other liabilities (direct or indirect,absolute or contingent, sole, joint, or several, secured or unsecured, due orto become due, now existing or hereafter arising) of Borrower to Lender.  Regardless of the adequacy of collateral,Lender may apply or set off such deposits or other sums against suchliabilities at any time after an Event of Default in the case of Borrower, butonly with respect to matured liabilities in the case of endorsers andguarantors unless otherwise provided in a written agreement with such endorsersor guarantors.

 

10.           ***Replacement of original note.***  Upon receipt of an affidavit and indemnity  by Lender as to the loss, theft,destruction, or mutilation of this note, Borrower shall issue a replacementnote identical to this instrument.

 

11.           ***Lender’s right to pledge note.***  At any time Lender may pledge all or any portion of its rightsunder this note to any Federal Reserve Bank.

 

12.           ***Participation agreements.***  From time to time Lender may grant to one or more banks or otherfinancial institutions participating interests in the indebtedness evidenced bythis note.

 

13.           ***Miscellaneous***. This note may not be modified, extended, or otherwise changed except bya written instrument signed by Lender and Borrower.  This note shall be binding upon Borrower’s successors andassigns.  Because this note has beennegotiated and signed in Massachusetts as an integral part of a Massachusettsloan transaction, and because the parties have relied upon the applicability ofthe substantive law of the Commonwealth of Massachusetts, this note shall beconstrued and enforced in accordance with the internal laws of the Commonwealthof Massachusetts, disregarding any law or doctrine that might dictateapplication of the law of another state. All remedies specified in this note are cumulative, and no such remediesshall be considered to impair or preclude any other remedies available toLender by law or by agreement.

 

14.           ***JURY WAIVER*. BORROWER IRREVOCABLY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTIONINVOLVING THIS NOTE OR THE DEBT WHICH THIS NOTE EVIDENCES.**

 

15.           ***Debentures***.  Theindebtedness evidenced by this note is superior in right of payment to alldebentures issued by Borrower, including without implied limitation thoseidentified on the list attached to this note as Schedule 1.

 

Signed as asealed instrument.

 
| WITNESS: |                                   |
|----------|----------------------------------------|
|     | Boston  Restaurant Associates, Inc.    |
|     |                                   |
|     |                                   | By: |   |   |
|     | George R.  Chapdelaine,                |
|     | President  and Chief Executive Officer |
|          |                                        |  |  |  |

 

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