EXHIBIT 10.44


                   AMENDMENT TO SECURITIES PURCHASE AGREEMENT

     This Amendment  (this  "Amendment") is entered into as of August 1, 2003 by
and among BRIAZZ, Inc., a Washington  corporation (the "Company"),  and Deutsche
Bank London Ag,  acting  through DB Advisors  LLC, a limited  liability  company
("DB"),  Briazz Venture L.L.C., a limited liability company ("Briazz  Venture"),
Spinnaker   Investment   Partners,   L.P.,   a  Delaware   limited   partnership
("Spinnaker"),  Delafield Hambrecht,  Inc., a Delaware corporation ("Delafield")
(each  a  "Purchaser"  and   collectively,   the   "Purchasers"),   and  DB,  as
Administrative  Agent  with  respect  to the Notes.  This  Amendment  amends the
Securities  Purchase Agreement dated as of May 28, 2003 by and among the Company
and the Purchasers (the "Agreement"), with respect to the following:

                                    RECITALS

     WHEREAS,  the  parties  desire  to amend the  Agreement  to waive and amend
certain  of  the  representations,  warranties  and  covenants  of  the  Company
contained  in the  Agreement  and in  the  Disclosure  Schedule,  to  amend  the
allocation of Series F Stock and to amend  certain of the closing  conditions of
the parties.

                                    AGREEMENT

     NOW  THEREFORE,  in  consideration  of the foregoing,  the parties  hereto,
intending to be legally bound, hereby agree as follows:

     1.  Capitalized  Terms.  Unless  otherwise  defined in this Amendment,  all
capitalized terms are as defined in the Agreement.

     2.  Delafield  Series F Stock The second  sentence of Section 1.1(b) of the
Agreement is deleted and replaced with the following text: "Subject to the terms
and conditions of this Agreement,  in connection with Delafield's  purchase of a
Note at the Closing,  Delafield shall receive and the Company agrees to issue to
Delafield at the Closing, shares of Series F Stock to initially purchase 850,000
Conversion  Shares." The number of shares set forth on the Schedule of Investors
next to Delafield Hambrecht, Inc. is deleted and replaced with "850,000".

     3.  Brokerage.  Section 2.25 of the  Agreement is deleted and replaced with
the following:

     "2.25 Brokerage.  No third party shall be entitled to receive any brokerage
commissions,  finder's  fees,  fees for financial  advisory  services or similar
compensation in connection with the transactions  contemplated by this Agreement
based on any  arrangement or agreement made by or on behalf of the Company other
than the fees and  expenses of Delafield  pursuant to an  agreement  between the
Company and  Delafield  dated April 18, 2002,  as amended as of the date hereof.
The fees payable to  Delafield  are set forth on Schedule  2.25,  which fees and
expenses will be paid by the Company."


                                      -1-


<PAGE>


     4. Board Size. The Purchasers acknowledge and agree that the Company is not
required to appoint the  Purchaser  Designees  to the Board  pursuant to Section
8.3(b) of the  Agreement  until  such  time as the  Purchaser  Designees  may be
appointed in  compliance  with Rule 14f-1 under the  Exchange  Act. In addition,
since only four (4)  Purchaser  Designees  have been  identified  as of the date
hereof  Section  8.3(a) of the  Agreement  is amended to provide  that the Board
shall  consist  of six (6)  individuals.  At such  time as the  fifth  Purchaser
Designee has been  identified,  the Company shall take all necessary action such
that the Board shall consist of seven (7) individuals.

     5. Good Standing.  The Purchasers acknowledge that the Company ceased to be
in good  standing  in the State of Illinois in July.  The  Purchasers  waive the
covenant in Section 8.4 of the Agreement  with respect to the State of Illinois.
The  Purchasers  also waive  requirement  set forth in Section  9.5(e)  that the
Company delivery a certificate of good standing from the State of Illinois.  The
Purchasers and the Company agree that the Company shall deliver a certificate of
good standing from the State of Illinois after Closing. The Purchasers waive any
breach of the Company's  representations  and  warranties  caused by the Company
ceasing to be in good standing in the State of Illinois.

     6. Shareholder  Approval.  The reference in Section 8.7 of the Agreement to
"150 million" Shares is deleted and replaced with "250 million".

     7. Listing of Conversion Shares. Section 8.8 of the Agreement is deleted.

     8. Executive Officer  Retention.  The transactions  contemplated by Section
8.9 of the Agreement will be completed after Closing;  provided,  however,  that
the number of Conversion  Shares  underlying  the shares of Series F Stock to be
issued to the  Executive  Officers  pursuant to Section 8.9 of the  Agreement is
reduced by 100,000.

     9.  Adoption of 2003 Stock  Option  Plan.  The 2003 Stock Option Plan to be
adopted by the Company pursuant to Section 8.10 of the Agreement shall authorize
the issuance of 12,000,000 shares of Common Stock. The identity of the optionees
and amount of the individual option grants will be determined after Closing.

     10.  Consents.  The  Purchasers  acknowledge  that the  Company has not yet
received  all  necessary  consents  to this  transactions,  including  CAPCO and
several  landlords.  The Purchasers and the Company waive this closing condition
contained in Sections 9.3 and 10.4.  The Company  agrees to use its best efforts
to obtain such consents after Closing.

     11.  Directors and Officers.  Section 9.8 of the Agreement is deleted.  The
Purchaser  Designees  and  Executive  Officers of the Company  will be appointed
after Closing.

     12. Consulting Agreement. The following section is added to the Agreement:

     "9.12  Consulting  Agreement.   Agreement  of  the  principal  terms  of  a
consulting  agreement between Matt Gohd and the Company on terms satisfactory to
the  Purchasers,  which includes the issuance of 25,000 shares of Series F Stock
and payment of $50,000."


<PAGE>


     13. Deliveries by Purchasers. Purchasers acknowledge that the conditions in
Section 10 have been satisfied by each Purchaser,  except that the securities to
be  surrendered  by  Briazz  Venture  or  Spinnaker  will be  delivered  to such
Purchaser's  legal  counsel  prior to receipt by such  Purchaser of its Series F
Stock or Notes.

     14. Tax Forms.  The  Purchasers  agree to  deliver to the  Company  validly
executed IRS Form W-8 BEN or IRS Form W-9 as soon as practicable  after Closing.
The Company waives this closing condition.

     15. Food Production Agreement.  The Purchasers acknowledge that the Company
is in  arrears  under the terms of the food  production  agreement  between  the
Company and Flying Food Group,  LLC and waive any breach of the  Agreement  that
may otherwise result therefrom.

     16.  Articles  of  Amendment.  Exhibit B to the  Agreement  is deleted  and
replaced in its entirety  with the Articles of Amendment  attached as Schedule A
hereto.

     17. Disclosure  Schedule.  The Disclosure Schedule delivered by the Company
in connection with the Agreement is deemed to be amended to reflect the terms of
this  Amendment.  The  Purchasers  acknowledge  receipt  of an  addendum  to the
disclosure  schedule which updates and is made a part of the Disclosure Schedule
to the Purchase Agreement, as amended by this Amendment, as of the date hereof.

                            [Signature Page Follows]


<PAGE>


     IN WITNESS  WHEREOF,  the parties  have caused  this  Amendment  to be duly
executed and  delivered by their proper and duly  authorized  officers as of the
date and year first written above.

                                  COMPANY:
                                  BRIAZZ, INC.,
                                  a Washington corporation

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



                                  PURCHASERS:

                                  DEUTSCHE BANK LONDON AG, for itself and as
                                  Administrative Agent, acting through DB
                                  Advisors, LLC

                                  By: /s/ Glenn MacMullin
                                      ------------------------------------------
                                  Name: Glen MacMullin
                                  Title: Director
                                  Address: 31 West 52nd St.
                                           NY, NY 10019
                                  Fax: 646-324-7313
                                  Attn: Michelle Morini


                                  BRIAZZ VENTURE L.L.C.

                                  By: /s/ Sue Ling Gin
                                      ------------------------------------------
                                  Name: Sue Ling Gin
                                  Title: Manager
                                  Address: 212 N. Sangamon, 1A
                                           Chicago, IL 60607
                                  Fax: 312-243-5088
                                  Attn: Sue Gin


         [Signature Page to Amendment To Securities Purchase Agreement]


<PAGE>


                                  SPINNAKER INVESTMENT PARTNERS, L.P.
                                  By: Spinnaker Capital Partners, LLC
                                  Its:  General Partner



                                  By: /s/ C.C. Matteson
                                      ------------------------------------------
                                  Name: C.C. Matteson
                                  Title: Manager
                                  Address: 2425 Post Rd.
                                           Southport, CT 06890
                                  Fax: 203-255-8828
                                  Attn: C.C. Matteson


                                  DELAFIELD HAMBRECHT, INC.

                                  By: /s/ John D. Delafield
                                      ------------------------------------------
                                  Name:_________________________________________
                                  Title:________________________________________

                                  Address:______________________________________

                                  ______________________________________________

                                  Fax:__________________________________________

                                  Attn:_________________________________________

















         [Signature Page to Amendment To Securities Purchase Agreement]