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                                                                   EXHIBIT 10.52

                                  BRIAZZ, INC.
                                 2003 STOCK PLAN

                                   ARTICLE 1

                               GENERAL PROVISIONS

         1.1.     PURPOSE OF THE PLAN. This Plan is intended to promote the
interests of the Corporation by providing eligible persons, who are employed by
or serving the Corporation or any Parent or Subsidiary, with the opportunity to
acquire a proprietary interest, or otherwise increase their proprietary
interest, in the Corporation as an incentive for them to continue in such employ
or service.

                  Capitalized terms shall have the meanings assigned to such
terms in the attached Appendix.

         1.2.     STRUCTURE OF THE PLAN.

                  A.       The Plan shall be divided into two separate equity
incentive programs:

                           (i)      the Discretionary Option Grant Program under
which eligible persons may, at the discretion of the Plan Administrator, be
granted options to purchase shares of Common Stock; and

                           (ii)     the Stock Issuance Program under which
eligible persons may, at the discretion of the Plan Administrator, be issued
shares of Common Stock directly, either through the immediate purchase of such
shares or as a bonus for services rendered the Corporation (or any Parent or
Subsidiary).

                  B.       The provisions of Articles 1 and 4 shall apply to all
equity programs under the Plan and shall govern the interests of all persons
under the Plan.

         1.3.     ADMINISTRATION OF THE PLAN.

                  A.       The Primary Committee and the Board shall have
concurrent authority to administer the Discretionary Option Grant and Stock
Issuance Programs with respect to Section 16 Insiders. (Options that are granted
to Section 16 Insiders by the entire Board will not be exempt from the million
dollar compensation deduction limitation of Code Section 162(m).) Administration
of the Discretionary Option Grant and Stock Issuance Programs with respect to
all other persons eligible to participate in those programs may, at the Board's
discretion, be vested in the Primary Committee or a Secondary Committee, or the
Board may retain the power to administer those programs with respect to all such
persons. However, any discretionary option grants or stock issuances for members
of the Primary Committee should be authorized by a disinterested majority of the
Board.

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                  B.       The Plan Administrator shall have the absolute
discretion either to grant options in accordance with the Discretionary Option
Grant Program or to effect stock issuances in accordance with the Stock Issuance
Program.

                  C.       Each Plan Administrator shall have the authority
(subject to the provisions of the Plan) to determine:

                           (i)      with respect to the option grants made
pursuant to the Discretionary Option Grant Program, which eligible persons are
to receive such grants, the time or times when those grants are to be made, the
number of shares to be covered by each such grant, the status of the granted
option as either an Incentive Option or a Non-Statutory Option, the time or
times when each option is to become exercisable, the exercise price, the vesting
schedule (if any) applicable to the shares subject to the option and the maximum
term for which the option is to remain outstanding; and

                           (ii)     with respect to stock issuances pursuant to
the Stock Issuance Program, which eligible persons are to receive such
issuances, the time or times when the issuances are to be made, the number of
shares to be issued to each Participant, the vesting schedule (if any)
applicable to the issued shares and the consideration for such shares.

                  D.       Each Plan Administrator shall have the authority
(subject to the provisions of the Plan) to establish such rules and procedures
as it may deem appropriate for proper administration of the Discretionary Option
Grant and Stock Issuance Programs and to make such determinations under, and
issue such interpretations of, the provisions of those programs and any
outstanding options or stock issued under the Plan as it may deem necessary or
advisable. Decisions of the Plan Administrator under the Plan shall be binding
on all parties who have an interest in the Discretionary Option Grant and Stock
Issuance Programs under its jurisdiction or any option granted or stock issued
under the Plan.

                  E.       Members of the Primary Committee or any Secondary
Committee shall serve for such period of time as the Board may determine and may
be removed by the Board at any time. The Board may also at any time terminate
the functions of the Primary Committee or any Secondary Committee and reassume
all powers and authority previously delegated to such committee.

                  F.       To the maximum extent permitted by law, the
Corporation shall indemnify each member of the Board who acts as the Plan
Administrator, as well as any other Employee of the Corporation with duties
under the Plan, against expenses and liabilities (including any amount paid in
settlement) reasonably incurred by the individual in connection with any claims
against the individual by reason of the performance of the individual's duties
under the Plan, unless the losses are due to the individual's gross negligence
or lack of good faith. The Corporation will have the right to select counsel and
to control the prosecution or defense of the suit. In the event that more than
one person who is entitled to indemnification is subject to the same claim, all
such persons shall be represented by a single counsel, unless such counsel
advises the Corporation in writing that he or she cannot represent all such
persons under applicable rules of professional responsibility. The Corporation
will not be required to

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indemnify any person for any amount incurred through any settlement unless the
Corporation consents in writing to the settlement.

         1.4.     ELIGIBILITY. The persons eligible to participate in the
Discretionary Option Grant and Stock Issuance Programs are as follows:

                           (i)      Employees,

                           (ii)     members of the Board and the members of the
board of directors of any Parent or Subsidiary, and

                           (iii)    independent contractors who provide services
to the Corporation (or any Parent or Subsidiary).

         1.5.     STOCK SUBJECT TO THE PLAN.

                  A.       The shares of Common Stock issuable under the Plan
shall be shares of authorized but unissued or reacquired shares of Common Stock,
including shares repurchased by the Corporation on the open market. The maximum
number of shares of Common Stock that may be issued and outstanding or subject
to options outstanding under the Plan shall not exceed 12,000,000 shares.

                  B.       Shares of Common Stock subject to outstanding options
shall be available for subsequent issuance under the Plan to the extent (i) the
options expire or terminate for any reason prior to their being exercised in
full or (ii) the options are cancelled in accordance with the
cancellation-regrant provisions of the Discretionary Option Grant Program.
Unvested shares issued under the Plan and subsequently (a) cancelled or (b)
repurchased by the Corporation, at a price per share not greater than the option
exercise or direct issue price paid per share, pursuant to the Corporation's
repurchase rights under the Plan shall be added back to the number of shares of
Common Stock reserved for issuance under the Plan and shall accordingly be
available for reissuance through one or more subsequent option grants or direct
stock issuances under the Plan. However, should the exercise price of an option
granted pursuant to the Plan be paid with shares of Common Stock or should
shares of Common Stock otherwise issuable pursuant to the Plan be withheld by
the Corporation in satisfaction of the withholding taxes incurred in connection
with the exercise of an option or the vesting of a stock issuance made pursuant
to the Plan, then the number of shares of Common Stock available for issuance
pursuant to the Plan shall be reduced by the gross number of shares for which
the option is exercised or which vest under the stock issuance, and not by the
net number of shares of Common Stock issued to the holder of such option or
stock issuance.

                  C.       Subject to any required action by the shareholders of
the Company, the number of shares of Common Stock covered by each outstanding
option, and the number of shares of Common Stock that have been authorized for
issuance under the Plan but as to which no options have yet been granted or that
have been returned to the Plan upon cancellation or expiration of an Award, as
well as the price per Share covered by each such outstanding option, shall be
proportionately adjusted for any increase or decrease in the number of issued
shares of Common Stock resulting from a stock split, reverse stock split, stock
dividend, combination, recapitalization or reclassification of the Common Stock,
or any other increase or decrease in the

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number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Plan
Administrator, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an option.

                                   ARTICLE 2

                       DISCRETIONARY OPTION GRANT PROGRAM

         2.1.     EXERCISE PRICE.

                  A.       The exercise price per share shall be fixed by the
Plan Administrator.

                  B.       The exercise price shall become immediately due upon
exercise of the option and shall, subject to the provisions of Section 4.1 and
the documents evidencing the option, be payable in one or more of the forms
specified below:

                           (i)      cash or check made payable to the
Corporation,

                           (ii)     with shares of Common Stock held for the
requisite period, if any, necessary to avoid a charge to the Corporation's
earnings for financial reporting purposes and valued at Fair Market Value on the
Exercise Date, or

                           (iii)    to the extent the option is exercised for
vested shares and this procedure is not prohibited by law, through a special
sale and remittance procedure pursuant to which Optionee shall concurrently
provide irrevocable instructions to (1) a brokerage firm approved by the
Corporation to effect the immediate sale of the purchased shares and remit to
the Corporation, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate exercise price payable for the purchased
shares plus all applicable income and employment taxes required to be withheld
by the Corporation by reason of such exercise and (2) the Corporation to deliver
the certificates for the purchased shares directly to such brokerage firm in
order to complete the sale.

                  Except to the extent such sale and remittance procedure is
utilized, payment of the exercise price for the purchased shares must be made on
the Exercise Date.

         2.2.     EXERCISE AND TERM OF OPTIONS. Each option shall be exercisable
at such time or times, during such period and for such number of shares as shall
be determined by the Plan Administrator and set forth in the documents
evidencing the option. However, no option shall have a term in excess of ten
years measured from the date that the option is granted.

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         2.3.     EFFECT OF TERMINATION OF SERVICE.

                  A.       The following provisions shall govern the exercise of
any options granted to Optionee pursuant to the Discretionary Option Grant
Program that are outstanding at the time Optionee's Service ceases:

                           (i)      Immediately upon Optionee's cessation of
Service, each option shall terminate with respect to the unvested shares subject
to such option.

                           (ii)     Should Optionee's Service be terminated for
Misconduct or should Optionee otherwise engage in Misconduct, then each option
shall terminate immediately with respect to all shares subject to such option.

                           (iii)    Should Optionee's Service terminate for
reasons other than Misconduct, then each option shall remain exercisable during
such period of time after Optionee's Service ceases as shall be determined by
the Plan Administrator and set forth in the documents evidencing the option, but
no option shall be exercisable after its Expiration Date. During the applicable
post-Service exercise period, the option may not be exercised in the aggregate
for more than the number of vested shares for which the option is exercisable on
the date Optionee's Service ceases. Upon the expiration of the applicable
exercise period or (if earlier) upon the Expiration Date, each option shall
terminate with respect to any vested shares subject to the option.

                  B.       Understanding that there may be adverse tax and
accounting consequences to doing so, the Plan Administrator shall have complete
discretion, exercisable either at the time an option is granted or at any time
while Optionee remains in Service, to:

                           (i)      extend the period of time for which the
option is to remain exercisable following Optionee's cessation of Service, but
in no event beyond the Expiration Date, and/or

                           (ii)     permit the option to be exercised, during
the applicable post-Service exercise period, not only with respect to the number
of vested shares of Common Stock for which such option is exercisable at the
time of Optionee's cessation of Service but also with respect to one or more
additional installments in which Optionee would have vested had Optionee
continued in Service.

         2.4.     UNVESTED SHARES. The Plan Administrator shall have the
discretion to grant options that are exercisable for unvested shares of Common
Stock. Should Optionee's Service cease while the shares issued upon the early
exercise of Optionee's option are still unvested, the Corporation shall have the
right to repurchase any or all of those unvested shares at a price per share
equal to the lower of (i) the exercise price paid per share or (ii) the Fair
Market Value per share at the time Optionee's Service ceases. Once the
Corporation exercises its repurchase right, Optionee shall have no further
shareholder rights with respect to those shares. The terms upon which such
repurchase right shall be exercisable (including the period and procedure for
exercise and the appropriate vesting schedule for the purchased shares) shall be
established by the Plan Administrator and set forth in the document evidencing
such repurchase right. Any repurchases must be made in compliance with the
relevant provisions of applicable law.

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         2.5.     LIMITED TRANSFERABILITY OF OPTIONS. Options shall be
exercisable only by Optionee during his or her lifetime and shall not be
assignable or transferable other than by will or by the laws of inheritance
following Optionee's death. The terms applicable to the assigned portion shall
be the same as those in effect for the option immediately prior to such
assignment and shall be set forth in such documents issued to the assignee as
the Plan Administrator may deem appropriate.

         2.6.     INCENTIVE OPTIONS. The terms specified below shall be
applicable to all Incentive Options. Except as modified by the provisions of
this Section 2.6, all the provisions of Articles 1, 2 and 4 shall be applicable
to Incentive Options. Options that are specifically designated as Non-Statutory
Options are not subject to the terms of this Section 2.6.

                  A.       Eligibility. Incentive Options may only be granted to
Employees.

                  B.       Exercise Price. If an Incentive Option is granted to
a 10% Shareholder, the exercise price per share shall not be less than 110% of
the Fair Market Value per share of Common Stock on the date the option is
granted and, if an Incentive Option is granted to an Optionee who is not a 10%
Shareholder, the exercise price per share shall not be less than 100% of the
Fair Market Value per share of Common Stock on the date the option is granted.

                  C.       Dollar Limitation. The aggregate Fair Market Value of
the shares of Common Stock (determined as of the respective date or dates of
grant) for which one or more options granted to any Employee pursuant to the
Plan (or any other option plan of the Corporation or any Parent or Subsidiary)
may for the first time become exercisable as Incentive Options during any one
calendar year shall not exceed $100,000. To the extent that an Optionee's
options exceed that limit, they will be treated as Non-Statutory Options (but
all of the other provisions of the option shall remain applicable), with the
first options that were awarded to Optionee to be treated as Incentive Options.

                  D.       Term. If any Employee to whom an Incentive Option is
granted is a 10% Shareholder, then the Expiration Date shall not be more than
five years from the date the option is granted.

         2.7.     CHANGE IN CONTROL/PROXY CONTEST.

                  A.       In the event a Change in Control occurs, the shares
of Common Stock at the time subject to each outstanding option granted pursuant
to this Discretionary Option Grant Program shall automatically vest in full so
that each such option shall, immediately prior to the effective date of the
Change in Control, become exercisable for all of the shares of Common Stock at
the time subject to such option. However, the shares subject to an outstanding
option shall not become vested on an accelerated basis if and to the extent: (i)
the option is to be assumed or substituted with a new option by the successor
corporation (or parent thereof) in accordance with Section 424(a) of the Code,
(ii) the option is to be replaced with a cash incentive program of any successor
corporation (or parent thereof) which preserves the spread existing at the time
of the Change in Control on any unvested shares and provides for subsequent
payout of that spread no later than the time Optionee would vest in those shares
subject to the option, (iii) the option is to be continued in full force and
effect pursuant to the terms of the Change in

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Control transaction, or (iv) the acceleration of the vesting of such option is
subject to other limitations imposed by the Plan Administrator.

                  B.       All outstanding repurchase rights under the
Discretionary Option Grant Program shall terminate automatically, and the shares
of Common Stock subject to those terminated rights shall immediately vest in
full, immediately prior to the consummation of a Change in Control, except to
the extent: (i) those repurchase rights are to be assigned to the successor
corporation (or parent thereof) or are otherwise to continue in full force and
effect pursuant to the terms of the Change in Control transaction, (ii) any
property (including cash payments) issued with respect to any unvested shares of
Common Stock is to be held in escrow and released no later than as provided by
the vesting schedule in effect for the unvested shares or (iii) such accelerated
vesting is precluded by other limitations imposed by the Plan Administrator.

                  C.       Immediately following the consummation of the Change
in Control, all outstanding options granted pursuant to the Discretionary Option
Grant Program shall terminate, except to the extent assumed or substituted by
the successor corporation (or parent thereof) or otherwise continued in full
force and effect pursuant to the terms of the Change in Control transaction.

                  D.       Each option granted pursuant to the Discretionary
Option Grant Program that is assumed, substituted or otherwise continued in
effect in connection with a Change in Control shall be appropriately adjusted,
immediately after such Change in Control, to apply to the number and class of
securities which would have been issuable to Optionee in consummation of such
Change in Control had the option been exercised immediately prior to such Change
in Control. Appropriate adjustments to reflect such Change in Control shall also
be made to (i) the exercise price payable per share under each outstanding
option, provided the aggregate exercise price payable for such securities shall
remain the same, (ii) the maximum number and/or class of securities available
for issuance over the remaining term of the Plan, and (iii) the maximum number
and/or class of securities for which any one person may be granted options and
direct stock issuances pursuant to the Plan per calendar year. To the extent the
holders of Common Stock receive cash consideration in whole or part for their
Common Stock in consummation of the Change in Control, the successor corporation
may, in connection with the assumption of the outstanding options granted
pursuant to the Discretionary Option Grant Program, substitute one or more
shares of its own common stock with a fair market value equivalent to the cash
consideration paid per share of Common Stock in such Change in Control
transaction.

                  E.       Among its discretionary powers, the Plan
Administrator shall have the ability to structure an option (either at the time
the option is granted or at any time while the option remains outstanding) so
that some or all of the shares subject to that option shall automatically become
vested (and the option shall become exercisable for such shares) upon (i) the
occurrence of a Change in Control, (ii) the consummation of a Proxy Contest,
(iii) the occurrence of any other specified event and/or (iv) the Involuntary
Termination of Optionee's Service within a designated period of time following a
specified event. In addition, the Plan Administrator may provide that one or
more of the Corporation's repurchase rights with respect to some or all of the
unvested shares held by Optionee upon (a) the occurrence of a Change in Control,
(b) the consummation of a Proxy Contest, (c) upon the occurrence of any other
specified

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event and/or (d) the Involuntary Termination of Optionee's Service within a
designated period of time following a specified event shall immediately
terminate and all of the shares shall become vested.

                  F.       The portion of any Incentive Option accelerated in
connection with a Change in Control or Proxy Contest shall remain exercisable as
an Incentive Option only to the extent the $100,000 limitation set forth in
Section 2.6(C) is not exceeded. To the extent such dollar limitation is
exceeded, the accelerated portion of such option shall be exercisable as a
Non-Statutory Option.

                                   ARTICLE 3

                             STOCK ISSUANCE PROGRAM

         3.1.     PURCHASE PRICE.

                  A.       The purchase price per share shall be fixed by the
Plan Administrator.

                  B.       Shares of Common Stock may be issued pursuant to the
Stock Issuance Program for any of the following items of consideration which the
Plan Administrator may deem appropriate in each individual instance:

                           (i)      cash or check made payable to the
Corporation, or

                           (ii)     past services rendered to the Corporation
(or any Parent or Subsidiary).

         3.2.     VESTING PROVISIONS.

                  A.       Shares of Common Stock issued pursuant to the Stock
Issuance Program may, in the discretion of the Plan Administrator, be fully and
immediately vested upon issuance or may vest in one or more installments over
Participant's period of Service or upon attainment of specified performance
objectives. Shares of Common Stock may also be issued pursuant to the Stock
Issuance Program pursuant to awards that entitle the recipients to receive those
shares upon the attainment of designated performance goals or the satisfaction
of specified Service requirements.

                  B.       Any new, substituted or additional securities or
other property (including money paid other than as a regular cash dividend)
which Participant may have the right to receive with respect to Participant's
unvested shares of Common Stock by reason of any stock dividend, stock split,
reverse stock split, recapitalization, combination of shares, exchange of shares
or other change affecting the outstanding Common Stock as a class without the
Corporation's receipt of consideration shall be issued subject to (i) the same
vesting requirements applicable to Participant's unvested shares of Common Stock
and shall be treated as if they had been acquired on the same date as such
shares and (ii) such escrow arrangements as the Plan Administrator shall deem
appropriate.

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                  C.       Should Participant cease to remain in Service while
one or more shares of Common Stock issued pursuant to the Stock Issuance Program
are unvested or should the performance objectives not be attained with respect
to one or more such unvested shares of Common Stock, then the Corporation shall
have the right to repurchase those shares at a price per share equal to the
lower of (i) the purchase price paid per share or (ii) the Fair Market Value per
share on the date Participant's Service ceases. The terms upon which such
repurchase right shall be exercisable shall be established by the Plan
Administrator and set forth in the document evidencing such repurchase right.
Any repurchases must be done in compliance with applicable state corporate law.

                  D.       The Plan Administrator may in its discretion waive
the surrender and cancellation of one or more unvested shares of Common Stock
(or other assets attributable thereto) that would otherwise occur upon the
cessation of Participant's Service or the non-attainment of the performance
objectives applicable to those shares. Such waiver may be effected at any time
and shall result in the immediate vesting of Participant's interest in the
shares of Common Stock to which the waiver applies.

                  E.       Outstanding share right awards granted pursuant to
the Stock Issuance Program shall automatically terminate, and no shares of
Common Stock shall actually be issued in satisfaction of those awards, if the
performance goals or Service requirements established for such awards are not
attained or satisfied. The Plan Administrator, however, shall have the
discretionary authority to issue shares of Common Stock under one or more
outstanding share right awards as to which the designated performance goals or
Service requirements have not been attained or satisfied.

         3.3.     SHAREHOLDER RIGHTS. Subject to the terms of the Stock Issuance
Agreement, Participant shall have full shareholder rights with respect to any
shares of Common Stock issued to Participant pursuant to the Stock Issuance
Program, whether or not Participant's interest in those shares is vested.
Accordingly, Participant shall have the right to vote such shares and to receive
any regular cash dividends paid on such shares. Cash dividends constitute
taxable compensation to Participant and are deductible by the Corporation
(unless Participant has made an election under Section 83(b) of the Code).

         3.4.     CHANGE IN CONTROL/PROXY CONTEST.

                  A.       Upon the occurrence of a Change in Control, all
outstanding repurchase rights under the Stock Issuance Program shall terminate
automatically, and the shares of Common Stock subject to those terminated rights
shall immediately vest in full except to the extent: (i) those repurchase rights
are assigned to the successor corporation (or parent thereof) or are otherwise
continue in full force and effect pursuant to the terms of the transaction, (ii)
the property (including cash payments) issued with respect to the unvested
shares is held in escrow and released no later than as provided by the vesting
schedule in effect for the unvested shares of Common Stock issued to Optionee
pursuant to the terms of the Change in Control transaction, or (iii) such
accelerated vesting is precluded by limitations imposed by the Plan
Administrator.

                  B.       The Plan Administrator shall have the discretionary
authority, exercisable either at the time the unvested shares are issued or at
any time while the Corporation's

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repurchase rights are outstanding, to provide that those rights shall
automatically terminate in whole or in part on an accelerated basis, and some or
all of the shares of Common Stock subject to those terminated rights shall
immediately vest, upon the occurrence of a Change in Control, a Proxy Contest or
another event, or in the event Participant's Service is Involuntary Terminated
within a designated period of time following a specified event.

                                   ARTICLE 4

                              MISCELLANEOUS MATTERS

         4.1.     TAX WITHHOLDING.

                  A.       The Corporation's obligation to deliver shares of
Common Stock upon the exercise of options or the issuance or vesting of such
shares granted pursuant to the Plan shall be subject to the satisfaction of all
applicable income and employment tax withholding requirements.

                  B.       The Plan Administrator may, in its discretion,
provide any or all holders of Non-Statutory Options or unvested shares of Common
Stock issued pursuant to the Plan (other than the options granted to
non-Employee Board member or independent contractors) with the right to use
shares of Common Stock in satisfaction of all or part of the withholding taxes
to which such holders may become subject in connection with the exercise of
their options or the vesting of their shares. Such right may be provided to any
such holder in either or both of the following formats:

                           (i)      Stock Withholding: The election to have the
Corporation withhold, from the shares of Common Stock otherwise issuable upon
the exercise of such Non-Statutory Option or the vesting of such shares, a
portion of those shares.

                           (ii)     Stock Delivery: The election to deliver to
the Corporation, at the time the Non-Statutory Option is exercised or the shares
vest, one or more shares of Common Stock previously acquired by such holder
(other than in connection with the option exercise or share vesting triggering
the withholding taxes).

So as to avoid adverse accounting treatment, the number of shares of Common
Stock that may be withheld for this purpose shall not exceed the minimum number
needed to satisfy the applicable income and employment tax withholding rules.
Shares of Common Stock used to satisfy withholding tax obligations must have
been held for the requisite period, if any, necessary to avoid a charge to the
Corporation's earnings for financial reporting purposes.

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         4.2.     SHARE ESCROW/LEGENDS. Unvested shares of Common Stock may, in
the Plan Administrator's discretion, be held in escrow by the Corporation until
Participant's or Optionee's interest in such shares vest or may be issued
directly to Participant or Optionee with restrictive legends on the certificates
evidencing the fact that Participant or Optionee does not have a vested right to
them.

         4.3.     SHAREHOLDER RIGHTS. The holder of an option shall have no
shareholder rights with respect to the shares subject to the option until such
person shall have exercised the option, paid the exercise price and become the
holder of record of the purchased shares.

         4.4.     CANCELLATION AND REGRANT OF OPTIONS. The Plan Administrator
shall have the authority to effect, at any time and from time to time, with the
consent of the affected option holders, the cancellation of any or all
outstanding options granted pursuant to the Plan and to grant in substitution
new options covering the same or a different number of shares of Common Stock.

         4.5.     EFFECTIVE DATE AND TERM OF THE PLAN.

                  A.       The Plan shall become effective immediately on the
Plan Effective Date. Options may be granted pursuant to the Discretionary Option
Grant at any time on or after the Plan Effective Date, and the initial option
grants made pursuant to the Automatic Option Grant Program may also be made on
the Plan Effective Date to any non-Employee Board members eligible for such
grants at that time. The Plan was approved by the shareholders at an Annual
Meeting held on July 29, 2003. The Plan was approved by the Board of Directors
effective on August 1, 2003.

                  B.       The Plan shall terminate upon the earlier of (i) the
expiration of the ten year period measured from the date the Plan is adopted by
the Board or (ii) the termination of the Plan by the Board. All options and
unvested stock issuances outstanding at the time of the termination of the Plan
shall continue in effect in accordance with the provisions of the documents
evidencing those options or issuances.

         4.6.     AMENDMENT OR TERMINATION. The Board shall have complete and
exclusive power and authority to amend or terminate the Plan or any awards made
hereunder. However, no such amendment or termination of the Plan shall adversely
affect the rights and obligations with respect to options or unvested stock
issuances at the time outstanding under the Plan unless Optionee or Participant
consents to such amendment or termination. In addition, certain amendments may
require approval of the Corporation's shareholders.

         4.7.     REGULATORY APPROVALS.

                  A.       The implementation of the Plan, the granting of any
options pursuant to the Plan and the issuance of any shares of Common Stock (i)
upon the exercise of any option or (ii) pursuant to the Stock Issuance Program
shall be subject to the Corporation's procurement of all approvals and permits
required by regulatory authorities having jurisdiction over the Plan, the
options granted, and the shares of Common Stock issued, pursuant to it.

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                  B.       No shares of Common Stock or other assets shall be
issued or delivered pursuant to the Plan unless and until there shall have been
compliance with all applicable requirements of applicable securities laws,
including the filing and effectiveness of the Form S-8 registration statement
for the shares of Common Stock issuable pursuant to the Plan, and all applicable
listing requirements of any stock exchange or trading system, including the
Nasdaq Stock Market, on which Common Stock is then traded. No shares of Common
Stock shall be issued or delivered pursuant to the Plan if doing so would
violate any internal policies of the Corporation.

         4.8.     NO EMPLOYMENT OR SERVICE RIGHTS. Nothing in the Plan shall
confer upon Optionee or Participant any right to continue in Service for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation (or any Parent or Subsidiary employing or
retaining such person) or of Optionee or Participant, which rights are hereby
expressly reserved by each, to terminate such person's Service at any time for
any reason, with or without cause.

         4.9.     NO RESTRAINT. Neither the grant of options nor the issuance of
Common Stock under the Plan shall affect the right of the Corporation to
undertake any corporate action.

         4.10.    USE OF PROCEEDS. Any cash proceeds received by the Corporation
from the sale of shares of Common Stock pursuant to the Plan shall be used for
any corporate purpose.

         4.11.    CALIFORNIA BLUE SKY PROVISIONS. If the Common Stock is not
exempt from California securities laws, the following provisions shall apply to
any sale of Common Stock or any option granted to an individual who is eligible
to receive such grant pursuant to the Plan who resides in the State of
California.

                  A.       Option Grant Program.

                           (i)      The exercise price per share shall be fixed
by the Plan Administrator in accordance with the following provisions:

                                    (a)      The exercise price per share
         applicable to each option shall not be less than 85% of the Fair Market
         Value per share of Common Stock on the date the option is granted.

                                    (b)      If the person to whom the option is
         granted is a 10% Shareholder, then the exercise price per share shall
         not be less than 110% of the Fair Market Value per share of Common
         Stock on the date the option is granted.

                           (ii)     The Plan Administrator may not impose a
vesting schedule upon any option grant or the shares of Common Stock subject to
that option which is more restrictive than 20% per year vesting, with the
initial vesting to occur not later than one year after the option grant date.
However, such limitation shall not apply to any option grants made to
individuals who are officers, directors or independent contractors of the
Corporation.

                           (iii)    Unless Optionee's Service is terminated for
Misconduct (in which case the option shall terminate immediately), the option
(to the extent it is vested and exercisable

                                       12
<PAGE>

at that the time Optionee's Service ceases) must remain exercisable, following
Optionee's termination of Service, for at least (a) six months if Optionee's
Service terminates due to death or Permanent Disability or (b) thirty days in
all other cases.

                  B.       Stock Issuance Program.

                           (i)      The Plan Administrator may not impose a
vesting schedule upon any stock issuance effected under the Stock Issuance
Program which is more restrictive than 20% per year vesting, with initial
vesting to occur not later than one year after the issuance date. Such
limitation shall not apply to any Common Stock issuances made to the officers,
directors or independent contractors of the Corporation.

                           (ii)     The purchase price per share for shares
issued under the Stock Issuance Program shall be fixed by the Plan Administrator
but shall not be less than 85% of the Fair Market Value per share of Common
Stock on the issue date. However, the purchase price per share of Common Stock
issued to a 10% Shareholder shall not be less than 100% of such Fair Market
Value.

                  C.       Share Reserve. The maximum number of shares of Common
Stock that may be issued over the term of the Plan together with the total
number of shares of Common Stock provided for under any stock bonus or similar
plan of the Corporation shall not exceed 30% of the then outstanding shares (on
an as if converted basis) of the Corporation unless a percentage higher than 30%
is approved by at least 2/3 of the outstanding shares of the Corporation
entitled to vote on such matter.

                  D.       Repurchase Rights. To the extent specified in a stock
purchase agreement or stock issuance agreement, the Corporation and/or its
shareholders shall have the right to repurchase any or all of the unvested
shares of Common Stock held by an Optionee or Participant when such person's
Service ceases. However, except with respect to grants to officers, directors,
and independent contractors of the Corporation, the repurchase right must
satisfy the following conditions:

                           (i)      The Corporation's right to repurchase the
unvested shares of Common Stock must lapse at the rate of at least 20% per year
over five years from the date the option was granted pursuant to the
Discretionary Option Grant Program or the shares were issued pursuant to the
Stock Issuance Program.

                           (ii)     The Corporation's repurchase right must be
exercised within ninety days of the date that Service ceased (or the date the
shares were purchased, if later).

                           (iii)    The purchase price must be paid in the form
of cash or cancellation of the purchase money indebtedness for the shares of
Common Stock.

                  E.       Information Requirements. Annually, the Corporation
shall deliver or cause to be delivered to each Optionee or Participant, no later
than such information is delivered to the Corporation's security holders, one of
the following:

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<PAGE>

                           (i)      The Corporation's annual report to security
holders containing the information required by Rule 14a-3(b) under the Exchange
Act for its latest fiscal year;

                           (ii)     The Corporation's annual report on Form 10-K
for its latest fiscal year;

                           (iii)    The Corporation's latest prospectus filed
pursuant to 424(b) under the 1933 Act that contains audited financial statements
for the latest fiscal year, provided that the financial statements are not
incorporated by reference from another filing, and provided further that such
prospectus contains substantially the information required by Rule 14a-3(b); or

                           (iv)     The Corporation's effective Exchange Act
registration statement containing audited financial statements for the latest
fiscal year.

                                       14
<PAGE>

                                    APPENDIX

                  The following definitions shall be in effect under the Plan:

                  A.       BOARD shall mean the Corporation's Board of
Directors.

                  B.       CHANGE IN CONTROL shall mean a change in ownership or
control of the Corporation effected through any of the following transactions:

                           (i)      a merger, consolidation or other
reorganization unless securities representing more than 50% of the total
combined voting power of the voting securities of the successor corporation are
immediately thereafter beneficially owned, directly or indirectly and in
substantially the same proportion, by the persons who beneficially owned the
Corporation's outstanding voting securities immediately prior to such
transaction;

                           (ii)     a sale, transfer or other disposition of all
or substantially all of the Corporation's assets; or

                           (iii)    the acquisition, directly or indirectly, by
any person or related group of persons (other than the Corporation or a person
that directly or indirectly controls, is controlled by, or is under common
control with, the Corporation), of beneficial ownership (within the meaning of
Rule 13d-3 of the Exchange Act) of securities possessing more than 50% of the
total combined voting power of the Corporation's outstanding securities pursuant
to a tender or exchange offer made directly to the Corporation's shareholders;

provided, however, that the Plan Administrator shall have the authority to
exempt any transaction from the definition of Change of Control.

                  C.       CODE shall mean the Internal Revenue Code of 1986, as
amended.

                  D.       COMMON STOCK shall mean the Corporation's common
stock.

                  E.       CORPORATION shall mean BRIAZZ, INC., a Washington
corporation, or the successor to all or substantially all of the assets or
voting stock of BRIAZZ, INC. which has assumed the Plan.

                  F.       DISCRETIONARY OPTION GRANT PROGRAM shall mean the
discretionary option grant program in effect under Article 2 of the Plan.

                  G.       EMPLOYEE shall mean an individual who is in the
employ of the Corporation (or any Parent or Subsidiary), subject to the control
and direction of the employer entity as to both the work to be performed and the
manner and method of performance.

                  H.       EXCHANGE ACT shall mean the Securities Exchange Act
of 1934, as amended.

                                       A-1
<PAGE>

                  I.       EXERCISE DATE shall mean the date on which the option
shall have been exercised in accordance with the applicable option
documentation.

                  J.       EXPIRATION DATE shall mean the close of business at
the Corporation's headquarters on the date the option expires as set forth in
Optionee's Notice of Stock Option Grant.

                  K.       FAIR MARKET VALUE per share of Common Stock on any
relevant date shall be determined in accordance with the following provisions:

                           (i)      If the Common Stock is at the time traded on
the Nasdaq Stock Market, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question, as such price is
reported by the National Association of Securities Dealers on the Nasdaq Stock
Market and published in The Wall Street Journal. If there is no closing selling
price for the Common Stock on the date in question, then the Fair Market Value
shall be the closing selling price on the last preceding date for which such
quotation exists.

                           (ii)     If the Common Stock is at the time listed on
any stock exchange, then the Fair Market Value shall be the closing selling
price per share of Common Stock on the date in question on the stock exchange
determined by the Plan Administrator to be the primary market for the Common
Stock, as such price is officially quoted in the composite tape of transactions
on such exchange and published in The Wall Street Journal. If there is no
closing selling price for the Common Stock on the date in question, then the
Fair Market Value shall be the closing selling price on the last preceding date
for which such quotation exists.

                           (iii)    If the Common Stock is at the time neither
listed on any stock exchange or the Nasdaq Stock Market, then the Fair Market
Value shall be determined by the Plan Administrator after taking into account
such factors as the Plan Administrator shall deem appropriate but shall be
determined without regard to any restrictions other than a restriction which, by
its term, will never lapse.

                           (iv)     For purposes of same day sales, the Fair
Market Value shall be deemed to be the amount per share for which the shares of
Common Stock were sold.

                  L.       INCENTIVE OPTION shall mean an option that satisfies
the requirements of Code Section 422.

                  M.       INVOLUNTARY TERMINATION shall mean:

                           (i)      such individual's involuntary dismissal or
discharge by the Corporation (or any Parent or Subsidiary) for reasons other
than Misconduct, or

                           (ii)     such individual's voluntary resignation
within 60 days following (a) a change in his or her position with the
Corporation (or any Parent or Subsidiary) which materially reduces his or her
duties and responsibilities, (b) a reduction in his or her base salary by more
than 15%, unless the base salaries of all similarly situated individuals are
reduced by the Corporation (or any Parent or Subsidiary) employing the
individual or (c) a relocation of such

                                      A-2
<PAGE>

individual's place of employment by more than fifty miles if such change,
reduction or relocation is effected without the individual's written consent.

                  N.       MISCONDUCT shall mean (i) the commission of any act
of fraud, embezzlement or dishonesty by Optionee or Participant, (ii) any
unauthorized use or disclosure by such person of confidential information or
trade secrets of the Corporation (or of any Parent or Subsidiary), or (iii) any
other intentional misconduct by such person adversely affecting the business or
affairs of the Corporation (or any Parent or Subsidiary) in a material manner.
However, if the term or concept has been defined in an employment agreement
between the Corporation and Optionee or Participant, then Misconduct shall have
the definition set forth in such employment agreement. The foregoing definition
shall not in any way preclude or restrict the right of the Corporation (or any
Parent or Subsidiary) to discharge or dismiss any Optionee, Participant or other
person in the Service of the Corporation (or any Parent or Subsidiary) for any
other acts or omissions but such other acts or omissions shall not be deemed,
for purposes of the Plan, to constitute grounds for termination for Misconduct.

                  O.       NON-STATUTORY OPTION shall mean an option that does
not qualify as an Incentive Option.

                  P.       OPTIONEE shall mean any person to whom an option is
granted pursuant to the Plan.

                  Q.       PARENT shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations ending with the Corporation,
provided each corporation in the unbroken chain (other than the Corporation)
owns, at the time of the determination, stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.

                  R.       PARTICIPANT shall mean any person who is issued
shares of Common Stock under the Stock Issuance Program.

                  S.       PERMANENT DISABILITY OR PERMANENTLY DISABLED shall
mean the inability of Optionee or Participant to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or has lasted or can be
expected to last for a continuous period of twelve months or more. However,
solely for purposes of the Automatic Option Grant Program, Permanent Disability
or Permanently Disabled shall mean the inability of the non-Employee Board
member to perform his or her usual duties as a director by reason of any
medically determinable physical or mental impairment expected to result in death
or to be of continuous duration of twelve months or more.

                  T.       PLAN shall mean this Briazz, Inc. 2003 Stock Plan.

                  U.       PLAN ADMINISTRATOR shall mean the particular entity,
whether the Primary Committee, the Board or the Secondary Committee, which is
authorized to administer the Discretionary Option Grant and Stock Issuance
Programs with respect to one or more classes of eligible persons, to the extent
such entity is carrying out its administrative functions under those programs
with respect to the persons under its jurisdiction.

                                      A-3
<PAGE>

                  V.       PLAN EFFECTIVE DATE shall mean August 1, 2003.

                  W.       PRIMARY COMMITTEE shall mean the committee comprised
of one or more Board members designated by the Board to administer the
Discretionary Option Grant and Stock Issuance Programs. To obtain the benefits
of Rule 16b-3, there must be at least two members on the Primary Committee and
all of the members must be "non-employee" directors as that term is defined in
the Rule or the entire Board must approve the grant(s). Similarly, to be exempt
from the million dollar compensation deduction limitation of Code Section
162(m), there must be at least two members on the Primary Committee and all of
the members must be "outside directors" as that term is defined in Code Section
162(m).

                  X.       PROXY CONTEST shall mean a change in ownership or
control of the Corporation effected through a change in the composition of the
Board over a period of 36 consecutive months or less such that a majority of the
Board members ceases, by reason of one or more contested elections for Board
membership, to be comprised of individuals who either (i) have been Board
members continuously since the beginning of such period or (ii) have been
elected or nominated for election as Board members during such period by at
least a majority of the Board members described in clause (i) who were still in
office at the time the Board approved such election or nomination.

                  Y.       SECONDARY COMMITTEE shall mean a committee of one or
more Board members appointed by the Board to administer the Discretionary Option
Grant and Stock Issuance Programs with respect to eligible persons other than
Section 16 Insiders.

                  Z.       SECTION 16 INSIDER shall mean an executive officer or
director of the Corporation or the holder of more than 10% of a registered class
of the Corporation's equity securities, in each case subject to the short-swing
profit liabilities of Section 16 of the Exchange Act.

                  AA.      SERVICE shall mean the performance of services for
the Corporation (or any Parent or Subsidiary) by a person in the capacity of an
Employee, a member of the board of directors or an independent contractor,
except to the extent otherwise specifically provided in the documents evidencing
the option grant or stock issuance.

                  BB.      STOCK ISSUANCE AGREEMENT shall mean the agreement
entered into by the Corporation and Participant at the time of issuance of
shares of Common Stock under the Stock Issuance Program.

                  CC.      STOCK ISSUANCE PROGRAM shall mean the stock issuance
program in effect under Article 3 of the Plan.

                  DD.      SUBSIDIARY shall mean any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation, provided each corporation (other than the last corporation) in the
unbroken chain owns, at the time of the determination, stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.

                                      A-4
<PAGE>

                  EE.      10% SHAREHOLDER shall mean the owner of stock (after
taking into account the constructive ownership rules of Section 424(d) of the
Code) possessing more than 10% of the total combined voting power of all classes
of stock of the Corporation (or any Parent or Subsidiary).

                                      A-5