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                                                                   EXHIBIT 10.29

                AMENDMENT TO CONVERTIBLE NOTE DATED JUNE 18, 2002

                  Reference is hereby made to the Convertible Note dated June
18, 2002 (the "Note") by and between BRIAZZ, INC., a Washington corporation (the
"Maker" or the "Borrower"), with principal offices located at 3901 7th Avenue
South, Suite 200, Seattle, WA 98108, and Laurus Master Fund, Ltd. (the "Payee"),
with principal offices at c/o Ironshore Corporate Services Ltd., P.O. Box 1234
G.T., Queensgate House, South Church Street Grand Cayman, Cayman Islands. Terms
used herein and not otherwise defined herein shall have the meaning set forth in
the Note.

         Maker and Payee hereby amend the Note as follows:

         1.       The Maturity Date is August 1, 2004.

         2.       Section 2.1 of the Note is amended and replaced in its
                  entirety by adding the following:

                                    "2.1     Scheduled Payments.

                                    (a)      In the event that the Borrower
                  closes on the investment in the Borrower contemplated by the
                  February 2003 letter of intent between the Borrower and DB
                  Advisors, LLC (the "DB FINANCING") by August 1, 2003, then the
                  Borrower shall repay $300,000 of the principal amount then
                  outstanding on this Note out of the proceeds of such
                  investment on or before August 4, 2003.

                                    (b)      Except as set forth in Section
                  2.1(a), no payment of principal shall be required under this
                  Note until the first business day of the calendar month
                  following the earlier to occur of (i) the closing of the DB
                  Financing, and (ii) July 31, 2003 (such first business day,
                  the "INITIAL REPAYMENT DATE"). Subject to the terms of this
                  Article II, the Borrower shall repay one-twelfth of the
                  principal amount outstanding on this Note as of the Initial
                  Repayment Date (to the extent such amount has not been
                  converted pursuant to Article III below), together with
                  interest accrued to date on such portion of the principal
                  amount plus any and all default payments and fees owing under
                  the Purchase Agreement but not previously paid, including, if
                  the payment required by Section 2.1(a) has been made, an
                  optional redemption fee of $6,250 (collectively the "MONTHLY
                  AMOUNT"), in accordance with Section 2.2 below, on the first
                  business day of each consecutive calendar month (each, a
                  "REPAYMENT DATE"), beginning on the Initial Repayment Date.
                  The Borrower shall continue to make the monthly interest
                  payments as described herein."

         3.       Section 2.2 of the Note is amended and replaced in its
                  entirety by adding the following:

                                    "2.2     Cash or Common Stock. Subject to
                  the terms hereof, the Borrower has the sole option to
                  determine whether to satisfy payment of the Monthly Amount in
                  full on each Repayment Date either in cash or in shares of
                  Common Stock, or a combination of both. The Borrower shall
                  deliver to the Holder a written irrevocable notice in the form
                  of Exhibit B attached hereto electing to pay such Monthly
                  Amount in full on such Repayment Date in either cash or Common
                  Stock, or a combination of both ("REPAYMENT ELECTION NOTICE").
                  Such Repayment Election Notice shall be delivered at least ten
                  (10) days prior to the applicable

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                  Repayment Date (the date of such notice being hereinafter
                  referred to as the "NOTICE DATE"). The Holder shall have the
                  right to defer for any period of time the payment of the
                  Monthly Amount in shares of Common Stock in its sole
                  discretion. However, any such deferred payment shall be deemed
                  to have been made on a timely basis by the Borrower. If such
                  Repayment Election Notice is not delivered within the
                  prescribed period set forth in the preceding sentence, then
                  the repayment shall be made in cash. If the Borrower elects or
                  is required to repay all or a portion of the Monthly Amount in
                  cash on a Repayment Date, then on such Repayment Date the
                  Borrower shall pay to the Holder such amount in satisfaction
                  of such obligation. If the Borrower repays any portion of the
                  Monthly Amount in shares of Common Stock, the number of such
                  shares to be issued for such Repayment Date, or the date when
                  all or part of the Monthly Amount is paid after a deferral by
                  the Holder, shall be the number determined by dividing (x) the
                  portion of the Monthly Amount to be paid in shares of Common
                  Stock, by (y) the Conversion Price as of such Notice Date."

         4.       Section 2.3 of the Note is amended and replaced in its
                  entirety by adding the following:

                                    "2.3     No Effective Registration.
                  Notwithstanding anything to the contrary herein, the Borrower
                  shall be prohibited from exercising its right to repay the
                  Monthly Amount in shares of Common Stock (and must deliver
                  cash in respect thereof) on the applicable Repayment Date if
                  at any time from the Notice Date until the time at which the
                  Holder receive such shares (i) there fails to exist an
                  effective resale registration statement and such failure
                  constitutes a breach of the Borrower's obligations to the
                  Holder under any agreement entered into between them, or (ii)
                  an Event of Default hereunder exists or occurs, in each case
                  unless otherwise waived in writing by the Holder in whole or
                  in part at the Holder's option.

         5.       Section 2.4 of the Note is amended and replaced in its
                  entirety by adding the following:

                                    "2.4     Share Price/Issuance Limitations.

                                    (a)      Notwithstanding anything to the
                  contrary herein, if the average VWAP of the Common Stock as
                  reported by Bloomberg, L.P. on the Principal Market for the 11
                  trading days preceding a Repayment Date was less than 115% of
                  the Fixed Price, then the Borrower may not pay any portion of
                  the Monthly Amount in shares of Common Stock. "VWAP" shall
                  mean the daily volume weighted average price of the Common
                  Stock on the Principal Market as reported by Bloomberg, L.P.
                  using the AQR function on the date or dates in question.

                                    (b)      Notwithstanding anything to the
                  contrary herein, the Borrower may only exercise its right to
                  repay the Monthly Amount in shares of Common Stock with
                  respect to an amount convertible into 25% or less of the
                  aggregate number of shares of the Borrower's Common Stock
                  traded on the Principal Market during the 30 calendar day
                  period immediately preceding the Notice Date, unless otherwise
                  waived in writing by the Holder in whole or in part at the
                  Holder's option.

         6.       Section 3.1(a) of the Note is amended and replaced in its
                  entirety by adding the following:

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                                    "(a)     If Payment Default (as defined
                  below) occurs and is continuing, the Holder shall have the
                  right, but not the obligation, to convert all or any portion
                  of the unpaid Monthly Amount relating to the principal portion
                  of such Monthly Amount into fully paid and nonassessable
                  shares of common stock of the Borrower as such stock exists on
                  the date of issuance of this Note, or any shares of capital
                  stock of the Borrower into which such stock shall hereafter be
                  changed or reclassified (the "COMMON STOCK") at the Fixed
                  Price as defined in Section 3.1(b) hereof (the "CONVERSION
                  PRICE"), determined as provided herein. Upon delivery to the
                  Borrower of a Notice of Conversion as described in Section 8
                  of the Securities Purchase Agreement entered into between the
                  Borrower and certain persons who are signatories thereto,
                  including the Holder, relating to this Note (the "PURCHASE
                  AGREEMENT") of the Holder's written request for conversion
                  (the date of giving such notice of conversion being a
                  "CONVERSION DATE"), the Borrower shall issue and deliver to
                  the Holder within three business days from the Conversion Date
                  that number of shares of Common Stock for the portion of the
                  Note converted in accordance with the foregoing. At the
                  election of the Holder, the Borrower will deliver accrued but
                  unpaid interest on the Note in cash or in shares of Common
                  Stock through the Conversion Date directly to the Holder on or
                  before the Delivery Date (as defined in the Purchase
                  Agreement). The number of shares of Common Stock to be issued
                  upon each conversion of this Note shall be determined by
                  dividing that portion of the principal of the Note to be
                  converted and interest (unless the Holder elects to take
                  interest in cash), if any, up to the Monthly Amount by the
                  Conversion Price. In the event of any conversions of
                  outstanding principal amount under this Note in part pursuant
                  to this Article III, such conversions shall be deemed to
                  constitute conversions of outstanding principal amount
                  applying to Monthly Amounts for the Repayment Dates in
                  chronological order if more than one Monthly Amount is the
                  subject of a Payment Default. "PAYMENT DEFAULT" means the
                  failure by the Borrower to pay any amount due under this Note
                  when due and such failure continues for a period of five (5)
                  days after the due date."

         7.       Section 3.1(b) of the Note is amended and replaced in its
                  entirety by adding the following:

                                    "(b)     Subject to adjustment as provided
                  in Section 3.1(c) hereof, the Conversion Price per share shall
                  be $0.10 with respect to the first Basket Amount (as defined
                  below) converted into shares of Common Stock under the Note
                  after July 31, 2003 (the initial "FIXED PRICE"), and $0.30
                  with respect to any amounts converted into shares of Common
                  Stock under the Note in excess of the Basket Amount (the
                  secondary "FIXED PRICE"). The "Basket Amount" is the dollar
                  amount equal to one-half of the principal amount outstanding
                  under the Note on the Initial Repayment Date after taking into
                  effect any payment made in accordance with Section 2.1(a) of
                  the Note, plus an additional $37,500 if the payment required
                  by Section 2.1(a) has been made. If a Payment Default has
                  occurred and be continuing hereunder then the Conversion Price
                  shall be equal to the lower of (i) the applicable Fixed Price;
                  or (ii) seventy percent (70%) of the average of the three
                  lowest closing prices for the Common Stock on NASD OTC
                  Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market
                  System, American Stock Exchange, or New York Stock Exchange
                  (whichever of the foregoing is at the time the principal
                  trading exchange or market for the Common Stock, the
                  "PRINCIPAL MARKET"), or on any securities exchange or other
                  securities market on which the Common Stock is then being
                  listed or traded, for the thirty (30) trading days prior to
                  but not including the Conversion Date. All references in this
                  Note to the Fixed Price shall be deemed to be references to
                  the applicable Fixed Price as set forth in this

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                  paragraph."

         8.       Section 3.3 of the Note Section 3.1(b) of the Note is amended
                  and replaced in its entirety by adding the following:

                                    "3.3     Overall Limit on Common Stock
                  Issuable. At such time as the Borrower again becomes subject
                  to rules or regulations of a Principal Market which requires
                  the Borrower to receive shareholder approval of the issuance
                  of shares of Common Stock pursuant to the terms of this Note,
                  the number of shares of Common Stock issuable by the Borrower
                  and acquirable by the Holder, shall not exceed 19.9% of the
                  number of shares of Common Stock outstanding on the Closing
                  Date or such other limit imposed by such rules or regulations
                  of a Principal Market, subject to appropriate adjustment for
                  stock splits, stock dividends, or other similar
                  recapitalizations affecting the Common Stock (the "MAXIMUM
                  COMMON STOCK ISSUANCE"), unless the issuance of shares
                  hereunder in excess of the Maximum Common Stock Issuance shall
                  first be approved by the Borrower's shareholders. If the
                  Borrower becomes subject to rules or regulations of a
                  Principal Market such that the limitations imposed by the
                  previous sentence become effective, then at any point in time
                  and from time to time (each, a "TRIGGER DATE") the number of
                  shares of Common Stock issued pursuant to conversion of the
                  Note, together with the number of shares of Common Stock that
                  would then be issuable by the Borrower in the event of the
                  conversion of the entire Note, would exceed the Maximum Common
                  Stock Issuance but for this Section, then the Borrower shall,
                  at the Borrower's election, either (a) promptly call a
                  shareholders meeting to obtain shareholder approval for the
                  issuance of the shares of Common Stock hereunder in excess of
                  the Maximum Common Stock Issuance, which such shareholder
                  approval shall be obtained within 60 days of the Trigger Date,
                  or (b) purchase from the Holder for cash such principal amount
                  of the Note plus accrued interest and fees which cannot be
                  converted due to such Maximum Common Stock Issuance
                  limitation, which such cash payment shall be paid within five
                  (5) business days after a Trigger Date if this clause (b) is
                  elected, or, if clause (a) is elected, five (5) business days
                  following the Borrower's failure to so obtain shareholder
                  approval the Borrower shall pay to the Holder an amount equal
                  to the MCSI payment multiplied by 105%, as the case may be.
                  The Borrower shall make such election within three (3)
                  business days following the Trigger Date by giving written
                  notice to the Holder."

         9.       Holder waives Section 4.10 of the Note through September 30,
                  2003. In the event that Section 9.4 of the Purchase Agreement
                  is terminated, Section 4.10 of the Note will automatically
                  terminate.

         10.      There are no other modifications to the Note.

         Dated:  July 31, 2003

                                             BRIAZZ, INC.

                                             By: /s/ Victor D. Alhadeff
                                                --------------------------------
                                             Name/Title: _____________________
                                             Dated: _________________________

AGREED AND ACCEPTED
LAURUS MASTER FUND, LTD.

By: /s/ Eugene Grin
   -------------------------
Name:
Title: