EXHIBIT 10.46


                               SECURITY AGREEMENT

     This Security  Agreement  (this  "Agreement") is made as of August 1, 2003,
between BRIAZZ, Inc., a Washington corporation ("Debtor"),  Deutsche Bank London
Ag,  acting  through  DB  Advisors  LLC,  a  limited   liability   company,   as
administrative  agent under the Purchase  Agreement and this  Agreement (in such
capacity,  together with its  successors in such capacity,  the  "Administrative
Agent") and Flying Food Group, L.L.C., a Delaware limited liability company.

     The Debtor,  certain purchasers and the Administrative Agent are parties to
a Securities Purchase Agreement,  dated as of May 28, 2003, as amended on August
1, 2003 (the  Securities  Purchase  Agreement,  as so amended,  and as it may be
supplemented,  amended,  restated or otherwise modified from time to time, being
the  "Purchase  Agreement"),  providing for the purchase of secured notes in the
aggregate principal amount of $6.0 million. The Debtor and Flying Food Group LLC
("FFG") are parties to a Food Production  Agreement dated as of December 1, 2002
(the "Food Production  Agreement")  providing for food preparation for Debtor by
FFG in each of the markets in which the Debtor conducts its business.  To induce
the  purchasers  to enter  into the  Purchase  Agreement  and to  extend  credit
thereunder,  and to  induce  FFG to  continue  to extend  credit  under the Food
Production Agreement, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby  acknowledged,  Debtor has agreed to grant a
security  interest to the purchasers  under the Purchase  Agreement and FFG (the
"Secured  Parties")  in the  Collateral  (as defined  below) as security for the
obligations  under  the  Notes  (as  defined  below)  and  the  Food  Production
Agreement.

     Debtor and Secured Parties agree as follows:

     1.   Certain Definitions and Rules of Construction.

          (a) Certain Terms Defined in the UCC-Secured Transactions.  As used in
     this Agreement,  unless otherwise  defined in this Agreement,  the singular
     and plural forms of the terms  "accession,"  "account,"  "account  debtor,"
     "chattel paper," "collateral," "deposit account," "document,"  "equipment,"
     "fixtures,"   "general   intangible,"    "goods,"    "health-care-insurance
     receivable,"     "instrument,"    "inventory,"    "investment    property,"
     "letter-of-credit  right," "payment  intangible,"  "proceeds,"  "promissory
     note," "software" and "supporting  obligation" have the respective meanings
     assigned to those terms in the UCC-Secured Transactions.

          (b)  Certain  Other  Defined  Terms.  As used in this  Agreement,  the
     following terms have the following  meanings,  which are equally applicable
     to both the singular and plural forms of those terms:

               "Collateral" has the meaning assigned to that term in Section 2.

               "Debtor"  has the  meaning  assigned  to that term in the initial
          paragraph in this Agreement.


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<PAGE>


               "Event  of  Default"  means (i) any  event  listed  or  otherwise
          described in Section 6 of the  Purchase  Agreement or (ii) a breach of
          the  Company's  obligations  in  Section  6  of  the  Food  Production
          Agreement.

               "Notes" means non-convertible  secured promissory notes issued in
          accordance with the terms of the Purchase Agreement.

               "Obligations"  means,  with  respect to each Secured  Party,  all
          indebtedness,  obligations  and liabilities of Debtor under the Notes,
          the  Purchase  Agreement,  the  Food  Production  Agreement  and  this
          Agreement,   including,  but  not  limited  to,  the  payment  of  all
          obligations to such Secured Party now or hereafter  existing under the
          Notes or the Food Production  Agreement,  whether direct, or indirect,
          absolute  or  contingent,  and whether  for  principal,  reimbursement
          obligations,  interest, fees, premiums,  penalties,  indemnifications,
          contract causes of action, costs, and expenses.

               "Person" means an individual, a corporation, a business trust, an
          estate,  a trust,  a  partnership,  a limited  liability  company,  an
          association,   a  joint   venture,   a  government,   a   governmental
          subdivision,  agency or instrumentality,  a public corporation, or any
          other legal or commercial entity.

               "Purchase Agreement" has the meaning assigned to that term in the
          initial paragraphs in this Agreement.

               "Secured  Parties"  means Flying Food Group,  LLC,  Deutsche Bank
          London AG acting  through DB  Advisors,  LLC,  Briazz  Venture LLC and
          Spinnaker  Investment  Partners,  L.P. and any transferee of a Note as
          permitted under the Note or the Purchase Agreement.

               "UCC  -Secured   Transactions"   means  the  Uniform   Commercial
          Code-Secured  Transactions  in effect in the state of  Washington,  as
          amended from time to time.

          (c) Certain  Rules of  Construction.  The  headings  of the  Sections,
     subsections,  paragraphs and other divisions of this Agreement are included
     for  convenience  of reference  only, and are not to limit or affect in any
     way the construction or  interpretation  of any terms,  conditions or other
     provisions of this Agreement.  References in this Agreement to Sections are
     references to the Sections of this Agreement unless otherwise specified.

     2.  Creation  of  Security  Interest.  As  security  for  the  payment  and
performance  of the  Obligations,  Debtor  grants to the  Secured  Parties,  and
creates  in  favor of  Administrative  Agent,  for the  benefit  of the  Secured
Parties, a security interest in all of Debtor's right, title and interest in, to
and under the  following  personal  property  and  fixtures  (collectively,  the
"Collateral"),  wherever  located  and  whether  now  or in  the  future  owned,
existing, arising or acquired:


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<PAGE>


          (a) accounts;

          (b) chattel paper;

          (c) deposit accounts;

          (d) documents;

          (e) equipment;

          (f) fixtures;

          (g) general intangibles,  including payment intangibles,  software and
     things in action;

          (h) goods;

          (i) instruments, including promissory notes;

          (j) inventory;

          (k) investment property;

          (l) letter-of-credit rights;

          (m) supporting obligations;

          (n) other personal property; and

          (o) proceeds of the collateral described in this Section 2.

     3.   Authorization  to  File  Financing   Statements.   Debtor   authorizes
Administrative  Agent to file initial  financing  statements,  and amendments of
financing  statements,  covering the  Collateral  and any property  that becomes
collateral as identifiable proceeds of the Collateral.

     4.  Inspection.  Secured  Parties may inspect any of the  Collateral at any
time upon reasonable notice to Debtor.

     5.  Risk of Loss. Debtor has the risk of loss of the Collateral.

     6. No Collection Obligation.  Administrative Agent and Secured Parties have
no duty to  collect  any income  that  accrues  on any of the  Collateral  or to
preserve any rights relating to any of the Collateral.

     7. No Disposition  of Collateral.  Except for the creation and grant of the
security  interest  under this  Agreement or  Permitted  Liens as defined in the
Purchase Agreement or sales


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<PAGE>


of items of inventory in the ordinary  course of business,  Debtor will not, and
Administrative  Agent does not  authorize  Debtor  to,  exchange,  sell,  lease,
license  or  otherwise  dispose  of, or create or grant any lien on or  security
interest in, any of the Collateral.

     8.  Representations  and  Warranties.  Debtor  represents  and  warrants to
Secured Parties that:

          (a)  Rights in  Collateral.  Debtor  has  rights  in, and the power to
     transfer, the Collateral.  Debtor's right, title and interest in and to the
     Collateral is free of all adverse  claims,  liens,  security  interests and
     restrictions on transfer or pledge,  other than the security  interests and
     restrictions  created under, or set forth in, this Agreement,  the Purchase
     Agreement and its schedules and the other Transaction Documents referred to
     in the Purchase Agreement.

          (b) Location of Collateral. All of the Collateral comprising equipment
     and goods is located the states of Washington, California and Illinois.

          (c) Jurisdiction of Organization of Debtor.  Debtor's  jurisdiction of
     organization   is  the  state  of  Washington.   Debtor  is  a  corporation
     incorporated   under  the  laws  of  the  state  of  Washington.   Debtor's
     organizational identification number assigned by the state of Washington is
     601 609 953.

          (d) Name of Debtor.  The name of Debtor indicated on the public record
     of the state of  Washington  that shows  Debtor to have been  organized  is
     BRIAZZ, INC.

          (e) Mailing  Address for Debtor.  A mailing address for Debtor is 3901
     7th Avenue South, Suite 200, Seattle, Washington 98108.

          (f)  No  Conditions.   There  are  no  conditions   precedent  to  the
     effectiveness of this Agreement that have not been satisfied or waived.

     9.  Certain  Covenants.  Until  all of the  Obligations  are  paid in full,
Debtor:

          (a) will not change its jurisdiction of organization from the state of
     Washington;

          (b) will preserve its existence as a corporation under the laws of the
     state of Washington;

          (c) will  not,  whether  in one  transaction  or a series  of  related
     transactions,  merge or  consolidate,  or combine in any other way, with or
     into, or sell or otherwise  transfer all or  substantially  all of Debtor's
     assets  to,  any  other  person,   or  enter  into  any   recapitalization,
     reorganization  or  any  other  extraordinary   transaction   involving  or
     otherwise related to the Company;

          (d) will not change its name without giving at least thirty days prior
     notice of


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<PAGE>


     the proposed change to Administrative Agent;

          (e) will  take all  actions  necessary  to  prevent , and will take no
     actions to cause, directly or indirectly, the breach of any representation,
     warranty, covenant or agreement contained in the Purchase Agreement; and

          (e) will maintain  insurance  with  creditworthy  insurance  companies
     covering the replacement  cost of the  Collateral,  such  replacement  cost
     being  deemed to be the amount  required to replace  such  Collateral  with
     equipment  of like kind and quality,  equivalent  to the actual cash value,
     minus physical  depreciation  (fair wear and tear) and obsolescence of such
     Collateral.

     10.  Administrative  Agent's Duties.  If Debtor fails to perform any of its
obligations  under this  Agreement,  then  Administrative  Agent may (but is not
obligated to) perform or cause  performance of such obligations and, pursuant to
Section 16,  Debtor will pay the expenses  incurred by  Administrative  Agent in
connection with such performance.  The powers conferred on Administrative  Agent
under this  Agreement  are solely to protect  Secured  Parties'  interest in the
Collateral and do not impose any duty upon Secured  Parties to exercise any such
powers.  Except for the safe custody of any of the Collateral in  Administrative
Agent's   possession  and  the  accounting  for  moneys  actually   received  by
Administrative  Agent under this Agreement,  Administrative Agent has no duty as
to any of the Collateral or as to the taking of any necessary  steps to preserve
rights  against  prior  parties  or any other  rights  pertaining  to any of the
Collateral.  Administrative  Agent will be deemed to have  exercised  reasonable
care in the custody and  preservation of any of the Collateral in the possession
of Administrative  Agent if such Collateral is accorded treatment  substantially
equal to that which Administrative Agent accords its own property.

     11.  Administrative  Agent Appointed  Attorney-in-Fact.  Debtor irrevocably
appoints Administrative Agent as Debtor's attorney-in-fact,  with full authority
in the place and stead of Debtor and in the name of Debtor, Administrative Agent
or otherwise,  from time to time in Administrative  Agent's discretion after the
occurrence and during the continuance of an Event of Default, to take any action
and to  authenticate  any  document,  instrument or other writing or record that
Administrative  Agent may deem necessary or advisable to accomplish the purposes
of this Agreement,  including, but not limited to, the filing of any claims, the
taking of any actions or the commencement of any proceedings that Administrative
Agent  may  deem  necessary  or  desirable  for  the  collection  of  any of the
Collateral  or otherwise  to enforce the rights and  remedies of  Administrative
Agent with respect to any of the Collateral.

     12. Events of Default. An Event of Default shall be as defined in Section 1
hereof,  and  Article 6 of the  Purchase  Agreement  is  incorporated  herein by
reference and Section 6 of the Food Production  Agreement is incorporated herein
by reference.

     13.  Certain  Remedies.  Upon,  and at any time after,  the  occurrence  or
existence  of any Event of Default,  in addition  to other  rights and  remedies
provided for in this Agreement and the Purchase Agreement or otherwise available
to  Administrative  Agent  by  agreement,   at  law,  in  equity  or  otherwise,
Administrative  Agent may (a) take  possession  of the  Collateral,  (b)  render


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<PAGE>


equipment  unusable,  (c) require Debtor to, and Debtor will at its own cost and
expense and immediately upon request of  Administrative  Agent,  assemble all or
any part of the  Collateral  as directed by  Administrative  Agent and make such
Collateral   available  to  Administrative   Agent  at  a  place  designated  by
Administrative  Agent  which  is  reasonably   convenient  to  both  Debtor  and
Administrative  Agent, (d) sell,  lease,  license or otherwise dispose of any or
all of the  Collateral in its present  condition or following  any  commercially
reasonable preparation or processing,  by public or private proceedings,  by one
or more contracts,  as a unit or in parcels, at any time and place, for cash, on
credit or for future delivery,  and on any other commercially  reasonable terms,
and (e) exercise in respect of the Collateral all other rights and remedies of a
secured  party on default  under the  Uniform  Commercial  Code in effect in the
state of Washington,  whether or not such Uniform Commercial Code applies to the
affected  Collateral.   Debtor  agrees  that,  to  the  extent  notification  of
disposition  of  any  of the  Collateral  is at any  time  required  by  law,  a
notification  of  disposition  is sent  within  a  reasonable  time  before  the
disposition  if the  notification  is sent to  Debtor  after the  occurrence  or
existence of any Event of Default and ten days or more before the earliest  time
of disposition set forth in the notification.  Administrative  Agent will not be
obligated to make any sale, lease, license or other disposition of any or all of
the Collateral  regardless of  notification  of  disposition  having been given.
Administrative  Agent may  adjourn  any public or private  sale,  lease or other
disposition  from time to time by  announcement  at the time and place fixed for
such  sale,  lease  or  other  disposition,   and  such  sale,  lease  or  other
disposition,  without further notice, may be made at the time and place to which
it was so  adjourned.  Administrative  Agent has no  obligation  to  prepare  or
process any of the Collateral for sale, lease, license or other disposition.

     14. Priority; Amendments;  Waivers. No amendment or waiver of any provision
of this Agreement, and no consent to any departure by the Debtor herefrom, shall
in any event be effective  unless the same shall be in writing and signed by the
Administrative Agent, and then such waiver or consent shall be effective only in
the specific  instance and for the specific  purpose for which given;  provided,
however,  that any  amendment  or waiver that is not equally  applicable  to all
Secured  Parties or is in any way  discriminatory  to any  Secured  Party  shall
require  the  agreement  of such  Secured  Party.  No failure on the part of the
Administrative  Agent,  or any  Secured  Party,  to  exercise,  and no  delay in
exercising,  any right  hereunder  shall operate as a waiver of such right,  nor
shall any single or partial exercise of such right preclude any other or further
exercise of such right or the exercise of any other right.

     15.   Indemnity.   Debtor  will   indemnify,   defend  and  hold   harmless
Administrative Agent from and against any and all claims, losses and liabilities
(including,   but  not  limited  to,  reasonable  fees,   costs,   expenses  and
disbursements  of  attorneys)  arising  from  or by  reason  of  this  Agreement
(including,  but not limited to, enforcement of this Agreement),  except claims,
losses or liabilities  resulting from the gross negligence or willful misconduct
of Administrative Agent .

     16. Costs and Expenses.  Debtor will pay to Administrative  Agent on demand
the reasonable  costs and expenses  (including,  but not limited to,  reasonable
fees,  costs,  expenses and  disbursements  of accountants,  attorneys and other
professional  advisors) incurred by Administrative  Agent in connection with any
of  (a)  retaking  the  Collateral,   holding  the  Collateral,   preparing  for
disposition of the Collateral,  processing the Collateral,  and disposing of the
Collateral, (b) the exercise or enforcement of any of the rights and remedies of


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<PAGE>


Administrative Agent under this Agreement and (c) any Event of Default.

     17. Administrative  Agent. FFG hereby irrevocably appoints,  designates and
authorizes the Administrative  Agent to take such action on its behalf under the
provisions of this Agreement and to exercise such powers and perform such duties
as are expressly  delegated to it by the terms of this Agreement or Article 5 of
the   Purchase   Agreement   which  is   incorporated   herein   by   reference.
Notwithstanding  the foregoing,  the Administrative  Agent may take no action or
series of  actions  pursuant  to the  terms of the  Purchase  Agreement  or this
Agreement  with  respect to  Collateral  with a fair market value of $100,000 or
greater without the express written  permission of FFG, provided  however,  upon
repayment  of the Notes,  the  Administrative  Agent may release the lien of the
Collateral  with  respect  to, and only with  respect  to,  the  Notes,  and the
security  interest in the  Collateral  securing the  Obligations  under the Food
Production  Agreement will remain  unaffected.  The Debtor,  the  Administrative
Agent and FFG agree upon full  repayment  of the Notes to amend and restate this
Agreement to reflect such repayment and release of such security interest by the
holders of the Notes in the Collateral and amend such financing  statements,  as
appropriate, to reflect the continuing security interest by FFG.

     18.  Counterparts.  This  Agreement  may  be  executed  in  any  number  of
counterparts   and  by   different   parties  to  this   Agreement  in  separate
counterparts,  each of which  counterparts when so executed will be deemed to be
an original and all of which counterparts taken together will constitute one and
the same agreement.  Delivery of an executed  counterpart of a signature page to
this  Agreement  via  telephone  facsimile  transmission  will be  effective  as
delivery of a manually executed counterpart of this Agreement.

     19. Severability.  Any term, condition or other provision of this Agreement
that is prohibited or unenforceable in any jurisdiction will be ineffective,  as
to such  jurisdiction,  to the extent of such  prohibition  or  unenforceability
without  affecting  the validity or  enforceability  of such term,  condition or
provision  in any other  jurisdiction  and without  invalidating  the  remaining
terms, conditions and other provisions of this Agreement.

     20.  Continuing  Interest;  Binding  Effect.  This Agreement shall create a
continuing  security  interest  in the  Collateral  and shall (a) remain in full
force and effect  until the payment in full of the  Obligations,  (b) be binding
upon the Debtor,  its successors and assigns,  and (c) inure,  together with the
rights and remedies of the  Administrative  Agent under this  Agreement,  to the
benefit of, and is enforceable by, the Administrative  Agent and its successors,
transferees and assigns.

     21. Governing Law. This Agreement is governed by, and is to be construed in
all  respects in  accordance  with,  the laws of the state of New York,  without
reference  to  conflict-of-laws  or  choice-of-law  rules that would  direct the
general  application of the laws of another  jurisdiction,  except to the extent
that the validity or perfection of the security  interest under this  Agreement,
or remedies under this  Agreement,  in respect of any particular  Collateral are
governed  by the laws of a  jurisdiction  other than the state of New York.  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


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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.

     22. 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 Agreement or the  transactions  contemplated by this
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 Agreement and the transactions contemplated
by this Agreement, as applicable, by, among other things, the mutual waivers and
certifications in this Section 22.


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     IN WITNESS WHEREOF,  Debtor,  Administrative Agent and FFG have caused this
Agreement   to  be  executed  by  their   respective   authorized   officers  or
representatives, as of the date first above written.

BRIAZZ, INC.                           Deutsche Bank London AG, acting through
                                       DB Advisors, LLC, as Administrative Agent

By /s/ Victor D. Alhadeff
   ------------------------------
   Title: __________________           By /s/ Glenn MacMullin
                                          --------------------------------------
                                          Title: Director


Flying Food Group, L.L.C.

By /s/ David L. Cotton
   ------------------------------
   Title: Chief Financial Officer

























                      SIGNATURE PAGE TO SECURITY AGREEMENT