EXHIBIT 10.47

                             INTERCREDITOR AGREEMENT

          THIS INTERCREDITOR AGREEMENT ("Agreement") is made and entered into as
of August 1, 2003,  by and among  between  Laurus  Master  Fund,  Ltd., a Cayman
Islands company ("Laurus"),  Flying Food Group, L.L.C. ("FFG"),  Briazz Venture,
L.L.C. ("Briazz Venture"),  Spinnaker Investment Partners,  L.P.  ("Spinnaker"),
Deutsche  Bank  London Ag,  acting  through DB Advisors  LLC  ("DB"),  Delafield
Hambrecht, Inc. ("Delafield") and BRIAZZ, INC. ("Borrower"). Upon the closing of
the DB Financing (as defined below),  this Agreement  supercedes the Amended and
Restated  Agreement  Between  Creditors dated April 10, 2003 among Laurus,  FFG,
Briazz Venture, Spinnaker and Borrower.

     A.  Laurus is the payee and  owner and  holder of that  certain  promissory
note,  dated June 18,  2002,  executed by  Borrower  and payable to the order of
Laurus in the original  principal  amount of $1,250,000 (the "Existing Note", as
amended,  modified or  supplemented  from time to time).  The  Existing  Note is
secured by a security interest in the assets of Borrower as more fully described
and evidenced by that certain security agreement with Laurus dated June 18, 2002
(as amended,  modified and supplemented  from time to time, the "Laurus Security
Agreement")  and by a UCC  Financing  Statement  filed on June 24, 2002 with the
Washington Department of Licensing (the "UCC Filing"). The interest of Laurus in
the collateral granted by Borrower to Laurus under the Laurus Security Agreement
and  securing  debt owed to Laurus  pursuant to the  Existing  Note (the "Laurus
Collateral"),  including but not limited to the security  interest  evidenced by
the UCC  Filings,  is referred  to in this  Agreement  as the  "Laurus  Security
Interest",  the obligations now and hereafter  outstanding secured by the Laurus
Security Interest are referred to as the "Laurus  Obligations" and all documents
and  instruments  executed  by  the  Borrower  in  connection  with  the  Laurus
Obligations are referred to as the "Laurus Documents".

     B. Borrower had previously (i) issued a non-convertible  promissory note in
the  principal  amount of  $2,000,000  to Briazz  Venture (the "BV Note"),  (ii)
issued a non-convertible  promissory note in the principal amount of $550,000 to
Spinnaker (the  "Spinnaker  Note"),  and (iii) entered into the Food  Production
Agreement  dated  December 1, 2002 with FFG, as amended and restated  (the "Food
Production Agreement").  The BV Note, the Spinnaker Note and the Food Production
Agreement were secured a security interest in collateral  granted pursuant to an
Amended and Restated  Security  Agreement  dated April 10, 2003.  Following  the
closing of the DB Financing as discussed  below,  the BV Note and the  Spinnaker
Note will be converted  into the DB Notes (as defined below) and the Amended and
Restated Security Agreement will be terminated and replaced with the DB Security
Agreement (as defined below).

     C.  Borrower  has entered  into a Securities  Purchase  Agreement  with DB,
Briazz Venture,  Spinnaker and Delafield (the  "Purchasers")  in connection with
the proposed issuance of $6.0 million of  non-convertible  promissory notes (the
"DB Notes") and shares of Series F Preferred Stock (the "DB Financing").  The DB
Notes and the obligations under the Food Production Agreement will be secured by
a  security   interest  in  certain   collateral  (all  such   collateral,   the
"Collateral") under the terms of the Security Agreement to be entered into as of
the date of closing of the DB  Financing  (the "DB  Security  Agreement").  Such
security interest in the Collateral is referred to as the "DB Security Interest"
and all documents and instruments


                                       1


<PAGE>


executed by the Borrower in connection  with the DB Financing are referred to as
the "DB Documents".

     D.  As a  condition  precedent  to  funding  under  the DB  Financing,  the
purchasers in the DB Financing have required that FFG and Laurus enter into this
Agreement  setting forth the relative rights of the  Purchasers,  FFG and Laurus
with respect to the Collateral and Laurus Collateral.

          NOW,  THEREFORE,  in  consideration  of the  foregoing  and the mutual
covenants  of the  parties  contained  herein,  and for other good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:

          1.   Equal Priority of Interests.

               1.1  Priorities; Exercise of Remedies.

                    (a) The  Purchasers,  FFG and Laurus  hereby  agree that the
lien of the Laurus Security  Interest and the lien of the DB Security  Interest,
shall rank equally in priority,  neither  being  subordinate  to the other.  The
priorities  specified in this Agreement are applicable  irrespective of: (i) the
time,  order,  manner  or  method  of  creating,  attaching  or  perfecting  the
respective security interest, guaranties or liens granted to the Purchasers, FFG
or Laurus in or with  respect  to the  Collateral  and Laurus  Collateral;  (ii)
whether  the  Purchasers,  FFG or Laurus or any  bailee or agent  thereof  holds
possession  of any or all of the property or assets of the  Borrower;  (iii) the
time or manner of  filing  the  Purchaser's  and  FFG's and  Laurus'  respective
financing  statements;  (iv) the date,  execution or delivery of any  agreement,
document or instrument granting the Purchasers, FFG or Laurus security interests
or liens  in or on any of all of  Borrower's  property  or  assets;  and (v) any
provision  of the UCC as adopted by the state of  Washington,  as may be amended
from time to time or other applicable law to the contrary.  The Purchasers,  FFG
and Laurus  agree  that each  shall be solely  responsible  for  perfecting  and
maintaining the perfection of its lien in each item  constituting the collateral
in which it has been granted a lien. The  Purchasers,  FFG and Laurus agree that
each will not contest the validity,  perfection,  priority or  enforceability of
the  liens  of the  other  in the  Collateral  and  the  Laurus  Collateral,  as
applicable.

                    (b) Upon default of the Food  Production  Agreement and upon
prior written notice to the Purchasers and Laurus,  FFG may exercise any and all
remedies  that it may have under the Food  Production  Agreement,  DB  Securitiy
Agreement and/or under applicable law with respect to the Collateral,  including
without  limitation,  sale  of the  Collateral  at  public  or  private  sale or
retention  of the  Collateral  so  long as the  exercise  of  such  remedies  is
conducted in a commercially  reasonably manner. In connection therewith,  Laurus
and the Purchasers, and each individually, waive any and all right to affect the
method or challenge the appropriateness of any action of FFG.

                    (c) Upon default of the DB Documents  and upon prior written
notice to Laurus and FFG, the Purchasers or their agent may exercise any and all
remedies that they may have under the DB Documents  and/or under  applicable law
with respect to the


                                      2


<PAGE>


Collateral,  including without  limitation,  sale of the Collateral at public or
private  sale or  retention  of the  Collateral  so long as the exercise of such
remedies  is  conducted  in a  commercially  reasonably  manner.  In  connection
therewith,  Laurus  and FFG  waive any and all  right to  affect  the  method or
challenge the appropriateness of any action of the Purchasers or their agent.

                    (d) Upon  default  of the  Laurus  Documents  and upon prior
written  notice to the  Purchasers  and FFG,  Laurus  may  exercise  any and all
remedies that it may have under the Laurus Documents and/or under applicable law
with respect to the Laurus Collateral, including without limitation, sale of the
Laurus  Collateral  at  public  or  private  sale  or  retention  of the  Laurus
Collateral  so  long  as  the  exercise  of  such  remedies  is  conducted  in a
commercially reasonably manner. In connection therewith, the Purchasers and FFG,
and each individually, waive any and all right to affect the method or challenge
the appropriateness of any action of Laurus.

               1.2 Distributions.  Upon any payment or distribution of assets of
the Borrower of any kind or character,  whether in cash, property or securities,
to creditors upon any dissolution or winding-up or total or partial  liquidation
or  reorganization  of the  Borrower,  whether  voluntary or  involuntary  or in
bankruptcy,  insolvency,  receivership or other proceedings  including,  without
limitation,  all amounts received by the Purchasers, FFG and/or Laurus under and
in  accordance  with Section 1.1 above (each such payment,  distribution  and/or
amount  is  hereafter  referred  to  as  a  "Collateral  Proceed  Amount"),  all
Collateral  Proceed  Amounts  shall be paid to each of the  Purchasers,  FFG and
Laurus on a pro rata basis in accordance with Borrower's outstanding obligations
to each of the Purchasers, FFG and Laurus pursuant to the DB Documents, the Food
Production Agreement and Laurus Documents, respectively.

               1.3  Treatment  of  Collateral  Proceed  Amounts.   Any  and  all
Collateral  Proceed  Amounts  received by any of the  Purchasers,  FFG or Laurus
pursuant to the  provisions of Section 1.1 or 1.2 shall be held in trust for the
benefit of the Purchasers,  FFG and Laurus,  and shall be apportioned  among the
Purchasers,  FFG and Laurus,  paid over or delivered to the other party on a pro
rata basis to each in accordance with Borrower's outstanding obligations to each
of the  Purchasers,  FFG and  Laurus  pursuant  to the DB  Documents,  the  Food
Production Agreement and Laurus Documents, respectively.

          2. Notice of Default.  Each of the  Purchasers,  FFG and Laurus  shall
give the others prompt notice of default by the Borrower under the DB Documents,
the Food Production  Agreement and Laurus Documents,  as applicable,  and to the
extent  such  notice  is  required  to be given  to the  Borrower  under  the DB
Documents, the Food Production Agreement and/or Laurus Documents, as applicable,
at the same time as such  notice is given to the  Borrower.  Except as set forth
herein, each of the Purchasers, FFG and Laurus hereby waive all other notices of
any kind to which the other may be entitled at any time in  connection  with the
Purchasers',  FFG's or Laurus'  financing  arrangements with the Borrower or the
transactions  contemplated  by this  Agreement  other  than any and all  notices
required  under  applicable  law,  including,  without  limitation,  the Uniform
Commercial Code.


                                       3


<PAGE>


          3.  Consent of  Borrower.  Borrower  understands  and agrees  that the
provisions of this Agreement  define the relative rights of the Purchasers,  FFG
and Laurus  with  respect to the  Collateral  and  Laurus  Collateral,  and that
nothing  contained in this Agreement shall impair the unconditional and absolute
obligations  of  the  Borrower  under  the DB  Documents,  the  Food  Production
Agreement or Laurus  Documents.  By joining in the execution of this  Agreement,
Borrower acknowledges, agrees, and consents to all of the provisions hereof.

          4.   Miscellaneous Provisions.

               4.1 Binding  Effect.  The provisions of this  Agreement  shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs,  successors,   and  assigns.  Each  party  shall  notify  its  respective
transferees  or assignees  that this  Agreement  is in effect.  Each party shall
notify the other in  writing  of any such  assignment  or  transfer.  Each party
agrees that any  assignee or  transferee  of any of the  Borrower's  obligations
pursuant to the Food  Production  Agreement,  DB Documents  or Laurus  Documents
shall  be  required  to  become a party  to this  Agreement  at the time of such
transfer or assignment.

               4.2  Waiver.  Failure  of  any  party  at  any  time  to  require
performance  of any  provision  of this  Agreement  shall not limit such party's
right to  enforce  such  provision,  nor shall any  waiver of any  breach of any
provision of this Agreement constitute a waiver of any succeeding breach of such
provision or a waiver of such provision itself.

               4.3  Amendment.  This  Agreement  may not be  modified or amended
except by the written  agreement  of the  parties.  No  attempted  waiver of any
provision of this Agreement shall be binding unless in writing and signed by the
party to be bound.

               4.4  Attorneys'  Fees.  In the  event a suit,  action,  or  other
proceeding of any nature  whatsoever,  including any  proceeding  under the U.S.
Bankruptcy Code, is instituted in connection with any controversy arising out of
this Agreement or to interpret or enforce any rights  hereunder,  the prevailing
party  shall be  entitled  to  recover  from the  losing  party its  attorneys',
paralegals',  accountants',  and other experts' fees and all other fees,  costs,
and expenses actually incurred and reasonably necessary in connection therewith,
as determined  by the court at trial or on any appeal or review,  in addition to
all other amounts provided by law.

               4.5  Severability.  If any term or provision of this Agreement or
the  application  thereof to any person or  circumstance  shall to any extent be
held  invalid  or  unenforceable,  the  remainder  of  this  Agreement  and  the
application  of such term or  provision to persons or  circumstances  other than
those as to which it is held  invalid  or  unenforceable  shall not be  affected
thereby,  and each  term or  provision  of this  Agreement  shall  be valid  and
enforceable to the fullest extent permitted by law.

               4.6 Integration. This Agreement contains the entire agreement and
understanding of the parties with respect to the subject matter hereof, and upon
the  closing  of the DB  Financing,  supersedes  all prior  and  contemporaneous
agreements among them with respect to such matters,  including,  but not limited
to, the Amended and Restated Agreement Between Creditors dated April 10, 2003.


                                       4


<PAGE>


               4.7 Notices. Notices under this Agreement shall be in writing and
shall  be  effective  when  actually  delivered,  by  facsimile  or by  personal
delivery,  or three (3) days after being  deposited in the United  States Mails,
certified, return receipt requested,  directed to the other party at the address
set forth below,  or to such other  address as the party may indicate by written
notice:

  If to Borrower:         BRIAZZ, Inc.
                          3901 7th Avenue South, Suite 200
                          Seattle, Washington  98108
                          Attention: Victor D. Alhadeff, Chief Executive Officer
                          Facsimile: (206) 467-1970

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

  If to FFG or Briazz     Flying Food Group, L.L.C.
  Venture:                212 North Sangamon, Suite 1-A
                          Chicago, Illinois  60607
                          Attention: David Cotton
                          Facsimile: (312) 243-5088

  If to DB:               DB Advisors, LLC
                          31 West 52nd Street
                          New York, NY 10019
                          Attention: Glen MacMullin
                          Telephone: (212) 469-7471
                          Facsimile: (646) 324-7313

  If to Delafield:        Delafield Hambrecht, Inc.
                          701 Fifth Avenue, Suite 3800
                          Seattle, WA 98104
                          Attention:  JD Delafield
                          Telaphone: (206) 254-4101
                          Facsimile: (206) 254-4199

  If to Laurus:           John Tucker, Esq.
                          152 West 57th Street, 4th Floor
                          New York, New York 10019
                          Facsimile: (212) 541-4434


                                       5


<PAGE>


               4.8 Governing Law. This Agreement and all actions  arising out of
or in  connection  with this  Agreement  shall be governed by and  construed  in
accordance  with  the laws of the  State  of New  York,  without  regard  to the
conflicts of law provisions of the State of New York or of any other state.  All
actions and  proceedings  arising out of or relating to this Agreement  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 Agreement brought by any party hereto,
and (b) irrevocably 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
Agreement or the transactions contemplated by this Agreement may not be enforced
in or by any of the above-named courts.

               4.9 Inconsistent  Provisions.  In the event of any  inconsistency
between the  provisions of this  Agreement  and the  provisions of the Spinnaker
Documents, the provisions of the Laurus Documents, or the provisions of the Loan
Documents,  the provisions of this Agreement  shall control and shall be binding
upon the parties hereto.

               4.10 Construction and  Interpretation.  The headings or titles of
the sections of this Agreement are intended for ease of reference only and shall
have no effect whatsoever on the construction or interpretation of any provision
of this Agreement. All provisions of this Agreement have been negotiated at arms
length and this  Agreement  shall not be  construed  for or against any party by
reason  of  the  authorship  or  alleged  authorship  of any  provision  hereof,
notwithstanding that each party may have signed a separate signature page.

               4.11 Counterparts.  This Agreement may be executed in one or more
counterparts,  all of which taken  together  shall  constitute  one and the same
instrument,  notwithstanding that one or more parties may have signed a separate
signature page.


      [Remainder of page intentionally left blank; signature page follows]


                                       6


<PAGE>


          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

LAURUS:                    Laurus Master Fund, Ltd
                           A Cayman Islands company
                           By: /s/ Eugene Grin
                               ------------------------------
                           Title:____________________________

BORROWER:                  Briazz, Inc., a Washington corporation
                           By: /s/ Victor D. Alhadeff
                               ------------------------------
                           Title:____________________________

LENDERS:                   Flying Food Group LLC
                           By:   New Management, Ltd., its Manager
                                    By: /s/ Sue Ling Gin
                                        ---------------------
                                    Its: Manager

                           Briazz Venture, LLC
                                    By: /s/ Sue Ling Gin
                                        ---------------------
                                    Its: Manager

SPINNAKER:                 Spinnaker Investment Partners, L.P.
                           By:   Spinnaker Capital Partners, LLC,
                                    its General Partner
                                    By: /s/ C.C. Matteson, Jr.
                                        ----------------------
                                    Its: Manager

DB:                        Deutsche Bank London Ag, acting through DB Advisors,
                           LLC
                           By:   DB Advisors, LLC
                                    By: /s/ Glenn MacMullin
                                        ----------------------
                                    Its: Director

DELAFIELD:                 Delafield Hambrecht, Inc.

                                    By: /s/ John D. Delafield
                                        ----------------------
                                    Its: ______________________________


                   SIGNATURE PAGE TO INTERCREDITOR AGREEMENT





                                       7