EXHIBIT 10.49



                                                                  August 1, 2003

Mr. Victor D. Alhadeff
Chief Executive Officer
BRIAZZ, INC.
3901 7th Avenue South, Suite 200
Seattle, WA 98108

Dear Victor:

     This  will  confirm  the  understanding  of  BRIAZZ,  INC.  ("BRIAZZ")  and
Delafield  Hambrecht,  Inc. ("DH") regarding the terms of BRIAZZ's engagement of
DH. This letter agreement  amends the engagement  agreement dated April 18, 2002
between BRIAZZ and DH (the "Agreement").  Capitalized terms used but not defined
herein are as defined in the Agreement.

     DH acknowledges  that (a) BRIAZZ has completed  Financings with Flying Food
Group, L.L.C., Briazz Venture, L.L.C. and Spinnaker Investment Partners, L.P. as
further  described  in reports  filed by BRIAZZ with the SEC,  and (b) BRIAZZ is
seeking an additional  Financing as further described in the Securities Purchase
Agreement  Among  BRIAZZ,  INC.,  Deutsche  Bank  London AG,  acting  through DB
Advisors, LLC, Briazz Venture,  L.L.C.,  Spinnaker Investment Partners, L.P. and
DH dated May 28, 2003, as amended on August 1, 2003 (the "Purchase Agreement").

     In  connection  with  such  Financings,  DH and  BRIAZZ  hereby  amend  the
Agreement to provide that, in the event that the Financing  contemplated  by the
Purchase Agreement closes:

     1.   In satisfaction  of all fees owed to DH under the Purchase  Agreement,
          BRIAZZ will:

          (a)  issue DH at the closing of such Financing (i) $100,000  principal
               amount of  non-convertible  promissory  notes and (ii)  shares of
               Series F Convertible  Preferred  Stock  convertible  into 850,000
               shares  of  Common  Stock,  all on the  terms  set  forth  in the
               Purchase Agreement, and

          (b)  pay DH by wire  transfer or check (i) $100,000  from the proceeds
               of the  closing at the time of  closing,  and (ii) an  additional
               $100,000 at the end of BRIAZZ's third fiscal quarter of 2003;

               provided,  however,  that if  BRIAZZ  fails to make  any  payment
               required  by this  paragraph 1 within  five  business  days after
               receipt of written notice that such payment was not received, the
               fee arrangement set forth in this paragraph 1 will  automatically
               terminate,  and BRIAZZ  will pay to DH upon  demand  $751,390.22,
               less any amounts paid pursuant to this paragraph 1.

     2.   The Agreement will be terminated upon such closing,  and BRIAZZ and DH
          will have no further obligations under the Agreement, except that such
          termination  will not affect the  obligations set forth in paragraph 1
          above, in sections 3, 4, 5


<PAGE>


          and 7 of the  Agreement,  or in the  separate  indemnification  letter
          entered into under the Agreement.

     If  BRIAZZ  does not  close  the  Financing  contemplated  by the  Purchase
Agreement, the Agreement will continue in full force and effect.

     Please confirm that the foregoing is in accordance with your  understanding
of our agreement by signing and returning to us a copy of this agreement.

                                       Very truly yours,

                                       DELAFIELD HAMBRECHT, INC.


                                       By /s/ John D. Delafield
                                          --------------------------------------
                                            John D. Delafield
                                            President & Chief Executive Officer

Accepted and agreed to as of the date set forth above:

BRIAZZ, INC.


By /s/ Victor D. Alhadeff
   ---------------------------------
     Victor D. Alhadeff
     Chief Executive Officer








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