EXHIBIT 10.45



THE  SECURITIES  REPRESENTED  BY THIS  NOTE HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY APPLICABLE  STATE,  AND MAY
NOT BE SOLD, TRANSFERRED,  ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT UNDER SUCH ACT COVERING SUCH SECURITIES, THE SALE IS MADE
IN  ACCORDANCE  WITH RULE 144 UNDER THE ACT,  OR THE COMPANY  RECEIVES  EVIDENCE
SATISFACTORY  TO IT WHICH MAY  INCLUDE AN  OPINION OF COUNSEL  FOR THE HOLDER OF
THESE SECURITIES REASONABLY  SATISFACTORY TO THE COMPANY STATING THAT SUCH SALE,
TRANSFER,  ASSIGNMENT OR  HYPOTHECATION  IS EXEMPT FROM  REGISTRATION  UNDER THE
SECURITIES  ACT OF 1933,  AND IN EACH CASE SUCH  TRANSACTION  IS  REGISTERED  OR
EXEMPT UNDER THE SECURITIES LAWS OF ALL APPLICABLE STATES.


                             SECURED PROMISSORY NOTE


$_____________                                                    August 1, 2003


     FOR VALUE RECEIVED, the undersigned, BRIAZZ, Inc., a Washington corporation
(the "Company"),  promises to pay to the order of __________________ ("Holder"),
at such place as may be designated  from time to time in writing by Holder,  the
principal sum of  ______________________  ($____________) in lawful money of the
United States of America.

     This  Note is being  issued in  connection  with a  certain  Note  Purchase
Agreement  dated May 28, 2003,  as amended on August 1, 2003 (such Note Purchase
Agreement,  as so  amended,  and as it may be  supplemented,  amended,  restated
otherwise  modified from time to time,  being the "Purchase  Agreement")  by and
among the Company and certain  investors,  including  Holder.  Capitalized terms
used herein without  definition  shall have the meanings given such terms in the
Purchase Agreement.

     1. Payment Terms.  The unpaid  principal  balance of this  Promissory  Note
(this  "Note")  shall bear simple  interest  beginning on the date hereof at the
rate of 2.1%,  which is LIBOR plus one percent per annum (360-day  year,  actual
days  elapsed),  payable  on the first day of each  calendar  quarter  beginning
October  1, 2003.  Unless  paid (as  described  in Section 4 hereof) on or prior
thereto, the unpaid principal balance of, and all unpaid and accrued interest of
this Note shall be due and payable on the second  anniversary of the date hereof
(such date, the "Maturity Date").  "LIBOR" is the rate for one month U.S. dollar
deposits as reported on Telerate page 3750 as of 11:00 a.m., London time, on the
second  business  prior  to the  date  hereof,  or if such  day is not a  London
business day, then the immediately  preceding  London business day (or if not so
reported,  then as  determined  by  Holder  from  another  recognized  source or
interbank quotation.

     2.  Security  Interest.  Pursuant  to the terms of the  Security  Agreement
attached  as Exhibit D to the  Purchase  Agreement,  the  Company has granted to
Holder a security  interest in


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all of the Company's assets (of every nature and type whatsoever), to secure the
payment of all of the Company's indebtedness hereunder.

     3. Event of Default. Upon the occurrence of an Event of Default (as defined
in the Purchase Agreement),  Holder shall have the rights and remedies described
in the Purchase  Agreement  and Sections 6 and 7 of the Purchase  Agreement  are
incorporated herein by reference.

     4.  Prepayment.  The Company may prepay this Note only in  accordance  with
terms set forth in the Purchase Agreement.

     5.  Representations  and  Warranties.  The respective  representations  and
warranties  of the Company and Holder set forth in the  Purchase  Agreement  are
incorporated herein by reference.

     6.  Successors  and  Assigns.  Subject  to  the  restrictions  on  transfer
described  in Section 7 below,  the rights and  obligations  of the  Company and
Holder  shall be  binding  upon and  benefit  the  successors,  assigns,  heirs,
administrators and transferees of the parties.

     7. Transfer.  Holder (and any Permitted  Transferee) (i) acknowledges  that
this Note is  non-transferable  without the consent of the Company,  except that
Holder (and any Permitted  Transferee) shall be permitted to transfer this Note,
in the case of a Holder that is an entity,  to its  partners or members or to an
entity  affiliated  with such  Holder,  partner or  member,  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  Securities  Act of 1933,  as amended (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.

     8. Waiver and  Amendment.  Except as  otherwise  provided  in the  Purchase
Agreement or the Security Agreement,  any provision of this Note may be amended,
waived or modified only by an  instrument  in writing  signed by the Company and
Holder.

     9. Assignment by the Company.  Except as otherwise provided in the Purchase
Agreement  or the Security  Agreement,  neither this Note nor any of the rights,
interests  or  obligations  hereunder  may be  assigned,  by operation of law or
otherwise, in whole or in part, by the Company without the prior written consent
of Holder.

     10.  Notices.  Notices  and  communications  hereunder  shall  be  given in
accordance with the Purchase Agreement.

     11.  Governing  Law. The Note shall be enforced and construed in accordance
with the laws of the State of New York,  excluding  that body of law  concerning
conflict of laws. All actions and proceedings arising out of or relating to this
Note shall be heard and determined  exclusively in any New York state or federal
court  sitting in the Borough of Manhattan of The City of New York.  The parties
hereto hereby (a) submit to the exclusive  jurisdiction  of any state or federal
court  sitting  in the  Borough  of  Manhattan  of The  City of New York for the
purpose of any action  arising out of or  relating  to this Note  brought by any
party hereto, and (b) irrevocably


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waive, and agree not to assert by way of motion,  defense, or otherwise,  in any
such action,  any claim that it is not subject personally to the jurisdiction of
the above-named courts, that its property is exempt or immune from attachment or
execution,  that the action is brought in an inconvenient  forum, that the venue
of the action is improper, or that this Note or the transactions contemplated by
this Note may not be enforced in or by any of the above-named courts.

     12. Waiver of Jury Trial.  Each of the parties  hereto hereby waives to the
fullest  extent  permitted by applicable law any right it may have to a trial by
jury with respect to any litigation directly or indirectly arising out of, under
or in connection with this Note or the transactions contemplated by the Purchase
Agreement.  Each of the parties  hereto (a)  certifies  that no  representative,
agent or attorney of any other party has  represented,  expressly or  otherwise,
that such other  party would not,  in the event of  litigation,  seek to enforce
that foregoing  waiver and (b)  acknowledges  that it and the other party hereto
have been induced to enter into this Note and the  transactions  contemplated by
this Note,  as  applicable,  by,  among  other  things,  the mutual  waivers and
certifications in this Section 12.

     13. Miscellaneous.

          (a) No delay or omission on the part of Holder in exercising any right
under  this Note shall  operate as a waiver of such right or of any other  right
under this Note.

          (b) The Company hereby waives presentment for payment,  demand, notice
of demand and of dishonor and  non-payment  of this Note,  protest and notice of
protest,  diligence  in  collecting,  and the bringing of suit against any other
party.  The  pleading of any statute of  limitations  as a defense to any demand
against the  Company,  any  endorsers,  guarantors  and sureties of this Note is
expressly waived by such parties to the extent permitted by law.

          (c) Any payment hereunder shall be made in lawful tender of the United
States and shall first be applied to any collection  costs, then against accrued
and unpaid interest hereunder and then against the outstanding principal balance
of this Note.


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

                                BRIAZZ, INC.,
                                a Washington corporation



                                By:_____________________________________________

                                Name:___________________________________________

                                Title:__________________________________________



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