EXHIBIT 10.48


                          REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION  RIGHTS AGREEMENT (this "Agreement") is made as of August
1, 2003,  by and among  BRIAZZ,  INC.  (the  "Company"),  and the persons  whose
signatures appear on the signature pages to this Agreement (the "Purchasers").

                                    RECITALS
                                    --------

     Pursuant to a Securities  Purchase  Agreement  dated as of May 28, 2003, as
amended  on  August 1,  2003 (as so  amended,  the  "Purchase  Agreement"),  the
Purchasers purchased  non-convertible  promissory notes (the "Notes") and shares
of the  Series  F  Preferred  Stock  (the  "Preferred  Stock")  of  the  Company
convertible into shares of Common Stock of the Company.

                                    AGREEMENT
                                    ---------

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

1.   Definitions.
     -----------

     For purposes of this Agreement:

     (a) The  term  "register,"  "registered,"  and  "registration"  refer  to a
registration  effected  by  preparing  and filing a  registration  statement  or
similar  document in compliance with the Securities Act of 1933, as amended (the
"Act"),  and the declaration or ordering of effectiveness  of such  registration
statement or document;

     (b) The term  "Registrable  Securities"  means the Common Stock issuable or
issued upon  conversion of the Preferred  Stock  (including  Common Stock issued
pursuant to stock splits,  stock  dividends and similar  distributions)  and any
securities  added pursuant to Section 14,  excluding,  however,  any Registrable
Securities  sold by a person in a  transaction  in which its  rights  under this
Agreement are not assigned;

     (c) The number of shares of "Registrable Securities then outstanding" shall
be determined by the number of shares of Common Stock outstanding which are, and
the  number of shares of Common  Stock  issuable  pursuant  to then  convertible
securities which are, Registrable Securities;

     (d) The term "Registration Statement" shall mean any registration statement
under the Act that includes Registrable Securities;

     (e) The term "Holder"  means any  Purchaser  and any permitted  transferees
under the terms of this Agreement or the Purchase Agreement;


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     (f) The term "affiliate"  shall mean with respect to any person,  any other
person  which  directly  or  indirectly,  by  itself  or  through  one  or  more
intermediaries,  controls,  or is controlled  by, or is under direct or indirect
common control with, such person;

     (g) The term "control"  means the  possession,  direct or indirect,  of the
power to direct or cause the  direction  of the  management  and  policies  of a
person,  whether  through the  ownership  of voting  securities,  by contract or
otherwise; and

     (h) The term  "Form  S-3" means such form under the Act as in effect on the
date hereof or any registration  form under the Act subsequently  adopted by the
Securities and Exchange Commission (the "SEC") which similarly permits inclusion
or  incorporation  of substantial  information  by reference to other  documents
filed by the Company with the SEC.

2.   Demand Registration.
     -------------------

     If the Company shall receive, at any time after the date of this Agreement,
a  written  request  (a  "Demand")  from  the  Holders  of at  least  25% of the
Registrable  Securities  then  outstanding  that the Company file a registration
statement (other than on Form S-3) under the Act covering the registration of at
least 25% of the Registrable Securities then outstanding, then the Company shall
give written  notice of such request (the "Notice of Demand") to all Holders and
shall,  subject to the  limitations  set forth  below,  use its best  efforts to
effect as soon as practicable the registration  under the Act of all Registrable
Securities  that the Holders request to be registered in (a) the Demand or (b) a
written  request  given within  twenty (20) days of the mailing of the Notice of
Demand by the  Company.  Notwithstanding  the  foregoing,  if the Company  shall
furnish to Holders requesting a registration  statement pursuant to this Section
2, a  certificate  signed by the Chief  Executive  Officer or other  responsible
officer of the Company  stating that in the good faith  judgment of the Board of
Directors of the Company,  including a majority of the  directors  designated by
Purchasers,   it  would  be  seriously   detrimental  to  the  Company  and  its
shareholders for such  registration  statement (or any amendment  thereto) to be
filed and it is  therefore  essential  to defer the filing of such  registration
statement (or any amendment thereto),  the Company shall have the right to defer
such filing for a period of not more than ninety (90) additional days; provided,
however, that the Company shall only be able to defer any Demand one (1) time in
any 24-month  period.  In addition,  the Company shall not be required to file a
registration  statement  pursuant  to  this  Section  2 if (a)  if the  Holders,
together  with the Holders of any other  securities  of the Company  entitled to
inclusion in such registration,  propose to sell Registrable Securities and such
other  securities  (if any) at an  aggregate  price to the  public  of less than
$300,000 or (b) if the Company has,  within 180 days  preceding the date of such
request,  already  effected a  registration  for the  Holders  pursuant  to this
Section 2. The Company is obligated to effect only three registrations  pursuant
to this Section 2.

3.   Company Registration
     --------------------

     If (but without any  obligation to do so) the Company  proposes to register
(including  for  this  purpose  a  registration  effected  by  the  Company  for
shareholders other than the Holders) any


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of its Common Stock under the Act in connection with the public offering of such
securities  solely for cash (other than a  registration  relating  solely to the
sale of securities to participants in a Company stock-based incentive plan), the
Company  shall,  at each such time,  promptly give each Holder written notice of
such registration.  The Company shall include in such  registration,  subject to
the provisions set forth below, all the Registrable  Securities then outstanding
and specified in a written  request or requests made by Holders  within  fifteen
(15)  days  after  the  date  of the  written  notice  by the  Company  of  such
registration.  A Holder's  written  request may specify that all or a portion of
such Holder's Registrable Securities be registered in the registration.

4.   Obligations of the Company.
     --------------------------

     Whenever  required under this Agreement to effect the  registration  of any
Registrable  Securities,  the Company  shall,  as  expeditiously  as  reasonably
possible:

     (a)  furnish to each  Stockholders,  prior to the filing  thereof  with the
Commission, a copy of any Registration Statement, and each amendment thereof and
each amendment or supplement,  if any, to the  prospectus  included  therein and
shall afford the Stockholders and its counsel, if any, a reasonable  opportunity
within a  reasonable  time  period to review  and  comment on copies of all such
documents (including a reasonable  opportunity to review copies of any documents
to be incorporated by reference therein and all exhibits thereto) proposed to be
filed;

     (b) file with the SEC a Registration  Statement  under the Act on Form S-1,
Form S-3 or such other form,  as required by the  applicable  provision  of this
Agreement, as is appropriate to register the resale of Registrable Securities by
the selling Holders;

     (c) use its best efforts,  subject to receipt of necessary information from
the selling Holders, to cause such Registration Statement to become effective as
promptly after filing as practicable;

     (d) take  such  action  as may be  reasonably  necessary  so that:  (A) the
Registration Statement and any amendment thereto and any prospectus forming part
thereof  and any  amendment  or  supplement  thereto  (and each  report or other
document  incorporated  therein by reference)  complies in all material respects
with the Act and the  Exchange  Act and the  respective  rules  and  regulations
thereunder,  (B) the Registration  Statement and any amendment thereto does not,
when it becomes  effective,  contain an untrue  statement of a material  fact or
omit to state a material fact required to be stated therein or necessary to make
the statements  therein not misleading,  and (C) any prospectus  forming part of
the Registration Statement,  and any amendment or supplement to such prospectus,
does not  include  an untrue  statement  of a  material  fact or omit to state a
material fact necessary in order to make the statements therein, in the light of
the circumstances under which they were made, not misleading

     (e) prepare and file with the SEC such  amendments and  supplements to such
Registration Statement and the prospectus used in connection therewith as may be
necessary to


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keep such Registration Statement effective until the earlier to occur of (i) 180
days  after  the  effective  date of the  Registration  Statement,  as  adjusted
pursuant  to Section  5(c) below or (ii) such time as each  Holder  named in the
Registration  Statement  either (A) no longer  holds or has the right to receive
any of the Registrable  Securities  registered therein or (B) has had its rights
under this Agreement terminated pursuant to Section 15 hereof;

     (f) furnish,  without  charge,  to the selling  Holders with respect to the
Registrable  Securities  registered on the  Registration  Statement (and to each
underwriter,  if any, of such  Registrable  Securities) such number of copies of
the  Registration  Statement,  prospectus  and  supplements  to  the  prospectus
contained therein and such other documents as the selling Holders or underwriter
may  reasonably  request  in  order  to  facilitate  the  public  sale or  other
disposition of all or any of the Registrable  Securities by the selling Holders;
provided,  however,  that (x) such one hundred  eighty (180) day period shall be
extended  for a period of time  equal to the period  the  Holder  refrains  from
selling  any  securities  included  in such  registration  at the  request of an
underwriter of Common Stock (or other securities) of the Company; and (y) in the
case of any  registration  of  Registrable  Securities  on Form  S-3  which  are
intended to be offered on a continuous or delayed basis, such one hundred eighty
(180) day period  shall be  extended,  if  necessary,  to keep the  registration
statement  effective until all such  Registrable  Securities are sold,  provided
that Rule 415,  or any  successor  rule  under the  Securities  Act,  permits an
offering on a continuous or delayed basis, and provided further, that applicable
rules under the Act governing the obligation to file a post-effective  amendment
permit,  in lieu of filing a  post-effective  amendment  that (I)  includes  any
prospectus  required by Section  10(a)(3) of the Securities Act or (II) reflects
facts or events representing a material or fundamental change in the information
set forth in the  registration  statement,  the  incorporation  by  reference of
information  required to be included  in (I) and (II) above to be  contained  in
periodic  reports  filed  pursuant to Section 13 or 15(d) of the Exchange Act in
the registration statement;

     (g) use its best efforts to register and qualify the Registrable Securities
covered by such Registration Statement under such other securities or "Blue Sky"
laws of such  jurisdictions  as shall be  reasonably  requested  by the Holders,
provided that the Company shall not be required in connection  therewith or as a
condition  thereto  to qualify to do  business  or to file a general  consent to
service of process in any such states or jurisdictions;

     (h) promptly notify the selling Holders of the time when such  Registration
Statement has become effective or a supplement to any prospectus  forming a part
of such Registration Statement has been filed;

     (i) promptly notify the selling Holders of any request by the SEC after the
Registration Statement has become effective for the amending or supplementing of
the Registration Statement or prospectus or for additional information;

     (j) prepare and file with the SEC, promptly upon the request of any selling
Holder,  any  amendments  or  supplements  to  such  Registration  Statement  or
prospectus which, in the opinion of counsel for such selling Holder are required
under the Act or the rules and regulations


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thereunder in connection with the distribution of Registrable Securities by such
selling Holder, unless counsel for the Company is of the reasonable opinion that
such amendment or supplement is not so required;

     (k) prepare and promptly file with the SEC and promptly  notify the selling
Holders  of the  filing of such  amendment  or  supplement  to the  Registration
Statement  or  prospectus  as may be  necessary  to correct  any  statements  or
omissions  if, at the time when a  prospectus  relating  to such  securities  is
required to be  delivered  under the Act,  any event shall have  occurred as the
result of which any such  prospectus  or any other  prospectus as then in effect
would include an untrue statement of a material fact or omit to state a material
fact necessary to make the statements  therein, in light of the circumstances in
which they were made, not misleading;

     (l) advise the selling  Holders  promptly  after it shall receive notice or
obtain  knowledge  thereof,  of  the  issuance  of any  stop  order  by the  SEC
suspending the effectiveness of the Registration  Statement or the initiation or
threatening of any proceeding for that purpose and promptly use its best efforts
to prevent the  issuance of any stop order or to obtain its  withdrawal  if such
stop order should be issued;

     (m) if such registration  includes an underwritten  public offering or upon
written  request  by any  selling  Holder  or group  of  selling  Holders  whose
Registrable  Securities shall be included in such Registration Statement with an
aggregate market value at the date of such request exceeding  $500,000,  furnish
on the effective date of the  Registration  Statement and, if such  registration
includes an underwritten  public  offering,  at the closing  provided for in the
underwriting agreement: (i) opinions, dated such respective date, of the counsel
representing the Company for the purposes of such registration, addressed to the
underwriters,  if any, and to the selling Holder or Holders making such request,
covering  such matters as such  underwriters  and selling  Holder or Holders may
reasonably  request and (ii)  letters,  dated such  respective  dates,  from the
independent  certified  public  accountants  of the  Company,  addressed  to the
underwriters  and  selling  Holder or  Holders,  covering  such  matters as such
underwriters  and selling  Holder or Holders may  reasonably  request,  in which
letters such  accountants  shall state  (without  limiting the generality of the
foregoing) that they are independent  certified  public  accountants  within the
meaning of the Act and that in the  opinion of such  accountants  the  financial
statements and other financial data of the Company  included in the Registration
Statement or any amendment or supplement thereto comply in all material respects
with the applicable accounting requirements of the Act;

     (n) otherwise comply with all applicable rules and regulations of the SEC;

     (o) cause  all the  Registrable  Securities  covered  by such  Registration
Statement to be listed or quoted on any stock  exchange or  quotation  system on
which the Company's Common Stock is listed or quoted,  to the extent not already
then listed or quoted;

     (p) (i) furnish the Holders,  at the Company's  expense,  on a timely basis
with certificates free of any restrictive legends representing  ownership of the
Registrable Securities


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being  sold  in  such   denominations  and  registered  in  such  names  as  the
Stockholders shall request and (ii) instruct the transfer agent and registrar of
the  Registrable  Securities to release any stop transfer orders with respect to
the Registrable Securities;

     (q) provide a transfer agent and registrar for all  Registrable  Securities
covered  by  such  Registration  Statement  and a  CUSIP  number  for  all  such
Registrable  Securities  to the extent not  already  provided,  in each case not
later than the effective date of such registration;

     (r)  provide  the  selling  Holders  and any  underwriters  of  Registrable
Securities a reasonable  opportunity  to perform due  diligence  concerning  the
Company,  including a reasonable opportunity to interview officers and employees
of the Company and to review documents relating to the Company;

     (s) make  available  its  officers  and  employees  and  otherwise  provide
reasonable  assistance (taking into account the needs of the Company's business)
to any underwriters of Registrable  Securities in their marketing of Registrable
Securities; and

     (t) cooperate with each selling  Holder and each  underwriter in connection
with the filing required to be made with NASD.

     (u) use its  reasonable  best efforts to take all other steps  commercially
reasonably  necessary  to  effect  the  registration,  offering  and sale of the
Registrable  Securities covered by a Registration  Statement contemplated hereby
and enter into any other customary agreements and take such other actions as are
commercially  reasonably  required  in  order  to  expedite  or  facilitate  the
disposition  of such  Registrable  Securities  and the Company  shall secure the
participation of its senior management for such purposes.

5.   Limitations; Agreements of Holders.
     ----------------------------------

     (a) It shall be a condition  precedent to the obligations of the Company to
take any action  pursuant to this  Agreement  with respect to any selling Holder
that such selling Holder shall furnish to the Company such information regarding
itself,  the  Registrable  Securities  held by it and  the  intended  method  of
disposition of such  securities as shall be reasonably  requested by the Company
in effecting the registration of its Registrable  Securities and to execute such
documents in connection  with such  registration  as the Company may  reasonably
request.

     (b) The Company  may at any time that it is eligible to do so,  prepare and
file an amendment or supplement to the Registration Statement or prospectus with
the SEC and promptly  notify the selling Holders of the filing of such amendment
or  supplement  to the  Registration  Statement or prospectus as the Company may
desire in order to effect the conversion of the Registration Statement from Form
S-1 to Form S-3, or vice versa;

     (c) Each Holder  agrees that,  if so requested by the Company,  it will not
effect any offer or sale of shares pursuant to the Registration  Statement,  (i)
for such time as may be


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reasonably  necessary in connection with a notice  provided  pursuant to Section
4(g) or 4(j) or a proposed  supplement or amendment  pursuant to Section 4(h) or
4(i) if the Company  reasonably  determines,  in its sole  discretion,  that the
existence  of  material  nonpublic  information  regarding  the Company or other
circumstances make such activities  inappropriate.  Any period within the period
provided  for in Section  4(c)(i)  during  which the  Company  fails to keep the
Registration  Statement  effective  and  usable for  resales of the  Registrable
Securities,  or requires pursuant to this subsection that the Holders not effect
sales of shares pursuant to the Registration Statement, is hereafter referred to
as a  "Suspension  Period." A Suspension  Period shall  commence on the date set
forth in a written  notice by the Company to the Holders  that the  Registration
Statement  is no  longer  usable  for  resales  of  shares  or, in the case of a
suspension  pursuant  to  this  subsection  the  date  specified  in the  notice
delivered by the Company pursuant to this subsection,  and shall end on the date
when each holder of shares covered by the Registration Statement either receives
the copies of the supplemented or amended  prospectus  contemplated by herein or
is advised in writing by the Company that use of the  prospectus or sales may be
resumed.  In the event that any Suspension  Period occurs,  the effective period
under  Section  4(c)(i)  shall be  extended  by an amount  of time  equal to the
Suspension Period.

     (d) Each Holder agrees that, if so requested by the Company,  it shall keep
the fact of any  notification  pursuant  to Section  4(g),  4(j) or 5(c) and the
contents of any such notification confidential.

6.   Expenses of Demand and Company Registration.
     -------------------------------------------

     All expenses (other than underwriting  discounts and commissions)  incurred
in connection with  registrations in which any Holders  participate  pursuant to
Sections 2, 3 or 12 hereof,  including,  without  limitation,  all registration,
filing and  qualification  fees,  printing and accounting fees, and the fees and
disbursements  of counsel  for the  Company  shall be borne by the  Company.  In
addition,  the Company will pay the reasonable  fees of one legal counsel to the
Holders in any such registration.  Notwithstanding  the foregoing,  in the event
that a Holder or Holders withdraw a Demand for registration under Section 2, the
Company  shall  have no  obligations  to pay  any of the  expenses  incurred  in
connection with such  registration  unless the holders of a majority of the then
outstanding  Registrable Securities agree in writing to forfeit the right to one
registration  under  Section  2;  provided,  however,  that in the event  that a
withdrawal  of a  registration  by the  Holders is based upon  material  adverse
information relating to the Company that is different from the information known
to the  Holders who made the Demand at the time of the Demand and the holders of
a majority of the  Registrable  Securities  held by such Holders with respect to
such registration elect not to proceed with such registration, the Company shall
be obligated for the expenses  incurred in connection with such  registration to
the extent the Company would have borne such  expenses  under this Section 6 and
such registration shall not be treated as a counted registration for purposes of
this Section 6 hereof.

7.   Underwriting Requirements.
     -------------------------

     The Company shall not be required  under Sections 3 or 12 to include any of
the Holders'


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securities in an underwritten  offering of the Company's  securities unless such
Holders accept the terms of the  underwriting as agreed upon between the Company
and the  underwriters  selected by the  Company,  assuming  usual and  customary
underwriting terms.  Notwithstanding any other provisions of this Agreement,  in
the case of an underwritten  offering in which Registrable  Securities are to be
included  pursuant to Section 3, if the  managing  underwriter  shall advise the
Company in writing that the total number of  securities,  including  Registrable
Securities,  requested by shareholders  to be included in such offering  exceeds
the amount of securities,  other than securities to be sold by the Company, that
marketing  factors  allow,  then the Company shall be required to include in the
offering only that number of such securities,  including Registrable Securities,
which the managing  underwriter believes marketing factors allow (the securities
so included to be reduced as follows:  (i) first,  all securities  which are not
Registrable Securities,  securities covered by the Securities Purchase Agreement
with Laurus Master Fund,  LTD (the "Laurus  Purchase  Agreement")  or securities
covered  by the  Registration  Rights  Agreement  dated  August  15,  1997  (the
"Registration  Agreement")  shall be  excluded  from the  offering to the extent
limitation on the number of shares included in the  underwriting is required and
(ii) if  further  limitation  on the  number  of shares  to be  included  in the
underwriting is required then second,  the number of shares that may be included
in the  underwriting  held by selling  Holders,  parties to the Laurus  Purchase
Agreement and parties to the  Registration  Agreement who propose to participate
in the  registration  shall be  reduced  pro rata  based on the total  number of
securities having registration rights under this Agreement,  the Laurus Purchase
Agreement or the  Registration  Agreement by such persons;  provided that, in no
event shall the number of  securities  requested to be  registered by parties to
the  Registration  Agreement be reduced below 20% of the aggregate  shares to be
offered  in  the  registration  unless  such  parties  request  that  securities
constituting  less  than  20% of  the  aggregate  shares  to be  offered  in the
registration  be  registered,  in  which  event,  all such  securities  shall be
included.

8.   Delay of Registration.
     ---------------------

     No Holder shall have any right to obtain or seek an injunction  restraining
or otherwise  delaying any such  registration  as the result of any  controversy
that might arise with respect to the  interpretation  or  implementation of this
Agreement.

9.   Indemnification.
     ---------------

     In the event any  Registrable  Securities  are  included in a  Registration
Statement under this Agreement:

     (a) To the extent  permitted by law, the Company  will  indemnify  and hold
harmless each Holder, the partners, officers, agents, employees and directors of
each Holder,  any  underwriter  (as defined in the Act) for such Holder and each
person,  if any, who controls such Holder or  underwriter  within the meaning of
the Act or the  Securities  Exchange  Act of 1934,  as amended (the "1934 Act"),
against any losses,  claims,  damages or liabilities (joint or several) to which
they may become  subject  under the Act, the 1934 Act or other  federal or state
law,  insofar as such  losses,  claims,  damages or  liabilities  (or actions in
respect thereof) arise out of or are


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based  upon  any  of  the   following   statements,   omissions  or   violations
(collectively,  a  "Violation"):  (i) any untrue  statement  or  alleged  untrue
statement of a material fact contained in such Registration Statement, including
any  preliminary  prospectus  or  final  prospectus  contained  therein  or  any
amendments  or  supplements  thereto,  (ii) the omission or alleged  omission to
state  therein a material fact  required to be stated  therein,  or necessary to
make the statements  therein not  misleading,  or (iii) any violation or alleged
violation by the Company of the Act, the 1934 Act, any state  securities  law or
any rule or  regulation  promulgated  under  the Act,  the 1934 Act or any state
securities  law;  and the Company  will  reimburse  each such  Holder,  partner,
officer, agent, employee or director,  underwriter or controlling person for any
legal  or  other  expenses  reasonably  incurred  by  them  in  connection  with
investigating or defending any such loss,  claim,  damage,  liability or action;
provided,  however,  that the indemnity agreement contained in this Section 9(a)
shall not apply to amounts paid in settlement of any such loss,  claim,  damage,
liability or action if such  settlement  is effected  without the consent of the
Company, which consent shall not be unreasonably withheld, nor shall the Company
be liable in any such case for any such loss, claim, damage, liability or action
to the extent that it arises out of or is based upon a Violation which occurs in
reliance upon and in conformity with written information furnished expressly for
use in connection with such  registration  by, or on behalf of, any such Holder,
underwriter or controlling person.

     (b) To the extent  permitted by law, each selling Holder  severally and not
jointly will  indemnify  and hold  harmless the Company,  each of its  officers,
directors,  agents or employees,  each person,  if any, who controls the Company
within the meaning of the Act,  any  underwriter  and any other  Holder  selling
securities  in  such  Registration  Statement  or any of its  partners,  agents,
employees, directors or officers or any person who controls such Holder, against
any  losses,  claims,  damages or  liabilities  (joint or  several) to which the
Company or any such director,  partner,  agent, employee,  officer,  controlling
person,  or  underwriter,  or other such Holder or director,  officer,  partner,
agent,  employee or controlling  person may become  subject,  under the Act, the
1934 Act or other federal or state law, insofar as such losses,  claims, damages
or  liabilities  (or actions in respect  thereof) arise out of or are based upon
any  Violation,  in each case to the extent (and only to the  extent)  that such
Violation  occurs in reliance  upon and in conformity  with written  information
furnished by, or on behalf of, such Holder  expressly for use in connection with
such  registration;  and each  such  Holder  will  reimburse  any legal or other
expenses  reasonably  incurred  by the  Company  or  any  such  partner,  agent,
employee, director, officer, controlling person, underwriter or other Holder, in
connection  with  investigating  or  defending  any such  loss,  claim,  damage,
liability or action;  provided,  however, that the indemnity agreement contained
in this Section 9(b) shall not apply to amounts paid in  settlement  of any such
loss, claim, damage,  liability or action if such settlement is effected without
the consent of the Holder, which consent shall not be unreasonably withheld; and
provided,  further, that each selling Holder shall be liable, under this Section
9(b) for only that amount of losses, claims, damages and liabilities as does not
exceed the net proceeds to such selling Holder as a result of such registration.

     (c) Promptly after receipt by an indemnified  party under this Section 9 of
notice of the commencement of any action  (including any  governmental  action),
such indemnified party


                                       9


<PAGE>


will, if a claim in respect thereof is to be made against any indemnifying party
under this Section 9, deliver to the indemnifying  party a written notice of the
commencement  thereof  and the  indemnifying  party  shall  have  the  right  to
participate in, and, to the extent the  indemnifying  party so desires,  jointly
with any other  indemnifying  party  similarly  notified,  to assume the defense
thereof with counsel mutually  satisfactory to the parties;  provided,  however,
that an indemnified  party shall have the right to retain its own counsel,  with
the  fees  and  expenses  to be  paid  by the  indemnifying  party,  if,  in the
reasonable opinion of the indemnified party,  representation of such indemnified
party by the counsel retained by the  indemnifying  party would be inappropriate
due to actual or potential  differing  interests  between such indemnified party
and any other party represented by such counsel in such proceeding.  The failure
to deliver written notice to the indemnifying  party within a reasonable  period
of time of the  commencement of any such action shall relieve such  indemnifying
party of any  liability  to the  indemnified  party under this  Section 9 to the
extent  materially  prejudicial  to its ability to defend such  action,  but the
omission so to deliver written notice to the indemnifying party will not relieve
it of any liability  that it may have to any  indemnified  party  otherwise than
under this Section 9.

     (d) If the  indemnification  provided  for in this  Section  9 is held by a
court of competent  jurisdiction to be unavailable to an indemnified  party with
respect to any loss,  liability,  claim, damage, or expense referred to therein,
then the  indemnifying  party, in lieu of indemnifying  such  indemnified  party
hereunder,  shall  contribute to the amount paid or payable by such  indemnified
party as a result of such loss,  liability,  claim,  damage,  or expense in such
proportion as is appropriate  to reflect the relative fault of the  indemnifying
party on the one hand and of the  indemnified  party on the other in  connection
with the statements or omissions that resulted in such loss,  liability,  claim,
damage, or expense as well as any other relevant equitable  considerations.  The
relative fault of the indemnifying  party and of the indemnified  party shall be
determined by reference  to, among other  things,  whether the untrue or alleged
untrue  statement of a material  fact or the  omission to state a material  fact
relates to information  supplied by the indemnifying party or by the indemnified
party and the parties' relative intent,  knowledge,  access to information,  and
opportunity to correct or prevent such statement or omissions.

     (e)  Notwithstanding  the  foregoing,  to the extent that the provisions on
indemnification and contribution contained in the underwriting agreement entered
into in connection  with the  underwritten  public offering are in conflict with
the foregoing  provisions,  the provisions in the  underwriting  agreement shall
control.

10.  Reports Under the Act.
     ---------------------

     With a view to making available to the Holders the benefits of SEC Rule 144
promulgated  under the Act and any other rule or  regulation of the SEC that may
at any time  permit a Holder to sell  securities  of the  Company  to the public
without  registration  or pursuant to a  registration  on Form S-3,  the Company
agrees to:

     (a)  make  and keep  public  information  available,  as  those  terms  are
understood and defined in SEC Rule 144, at all times;


                                       10


<PAGE>


     (b) take such action as is  necessary  to enable the Holders to qualify the
Company as a registrant whose securities may be resold pursuant to Form S-3;

     (c) file with the SEC in a timely  manner all reports  and other  documents
required of the Company under the Act and the 1934 Act; and

     (d)  furnish  to any  Holder,  so long as the Holder  owns any  Registrable
Securities,  forthwith  upon  written  request  (i) a written  statement  by the
Company as to its compliance  with the reporting  requirements  of SEC Rule 144,
the Act and the 1934  Act,  or as to its  qualification  as a  registrant  whose
securities  may be  resold  pursuant  to  Form  S-3  (at any  time  after  it so
qualifies),  (ii) a copy of the most recent  annual or  quarterly  report of the
Company and such other reports and documents so filed by the Company,  and (iii)
such other information as may be reasonably  requested in availing any Holder of
any  rule or  regulation  of the SEC  which  permits  the  selling  of any  such
securities without registration or pursuant to such form.

11.  Assignment of Registration Rights.
     ---------------------------------

     The rights to cause the Company to register Registrable Securities pursuant
to this Agreement may be assigned only to a transferee receiving Common Stock or
securities  convertible or  exercisable  into at least  1,000,000  shares of the
Common  Stock of the Company  from a Holder;  and  provided  further,  that such
rights may not be assigned in connection  with a sale of securities  pursuant to
registration under the Act or Rule 144 promulgated under the Act.

12.  Form S-3 Registration.
     ---------------------

     In case the Company shall receive from the Holders of at least  twenty-five
percent (25%) in interest of the  Registrable  Securities,  a written request or
requests  that the  Company  effect a  registration  on Form S-3 and any related
qualification or compliance with respect to Registrable Securities,  the Company
will:

     (a) promptly  give written  notice of the  proposed  registration,  and any
related qualification or compliance, to all other Holders; and

     (b)  as  soon  as  practicable,  effect  such  registration  and  all  such
reasonable  qualifications  and  compliances as may be so requested and as would
permit or facilitate  the sale and  distribution  of all or such portion of such
Holder's or Holders'  Registrable  Securities  as are specified in such request,
together  with all or such portion of the  Registrable  Securities  of any other
Holder or Holders  joining in such request as are specified in a written request
given within twenty (20) days after receipt of written  notice from the Company;
provided,  however,  that the Company  shall not be obligated to effect any such
registration,  qualification  or compliance  pursuant to this Section 12: (i) if
Form S-3 is not available for such offering by the Holders; (ii) if the Holders,
together  with the Holders of any other  securities  of the Company  entitled to
inclusion in such registration,  propose to sell Registrable Securities and such
other securities (if


                                       11


<PAGE>


any) at an  aggregate  price to the public of less than  $300,000;  (iii) if the
Company shall furnish to the Holders a certificate signed by the Chief Executive
Officer,  or other responsible  officer, of the Company stating that in the good
faith judgment of the Board of Directors of the Company, including a majority of
the directors  designated by Purchasers,  such registration  would be materially
detrimental to the Company, and the Board of Directors of the Company, including
a majority of the Directors designated by the Purchasers,  concludes as a result
that it is essential to defer the filling of such registration statement at such
time,  then the  Company  shall  have the  right to  defer  such  filing  of the
registration  statement  for a period of not more than  ninety  (90) days  after
receipt of the request of the Holder or Holders under this Section 12; provided,
however,  that the Company  shall not  utilize  this right more than once in any
12-month period; (iv) in any particular  jurisdiction in which the Company would
be required to qualify to do business or to execute a general consent to service
of process in effecting such registration,  qualification or compliance;  (v) if
the Company has,  within 180 days  preceding the date of such  request,  already
effected a registration  for the Holders  pursuant to Section 2, 3 or 12 or (vi)
if the Company has already effected five registrations  pursuant to this Section
12.

13.  Notices.
     -------

     All  notices  and  other  communications  called  for or  required  by this
Agreement  shall be in writing  to the  parties  at their  respective  addresses
stated on the  signature  page hereto,  or to such other  address as a party may
subsequently specify and shall be deemed to have been received (i) upon delivery
in person,  (ii) upon the passage of  seventy-two  (72) hours  following post by
first class registered or certified mail, return receipt requested, with postage
prepaid,  (iii) upon the passage of  twenty-four  (24) hours  following  post by
overnight receipted courier service, or (iv) upon transmittal by confirmed telex
or facsimile  provided  that if sent by facsimile a copy of such notice shall be
concurrently  sent by  certified  mail,  return  receipt  requested  and postage
prepaid, with an indication that the original was sent by facsimile and the date
of its transmittal.

14.  Amendments and Waivers.
     ----------------------

     Any term of this  Agreement  may be amended and the  observance of any term
may  be  waived  (either  generally  or  in a  particular  instance  and  either
retroactively  or  prospectively)  with the  written  consent of the Company and
Holders  representing  at least a majority of the  Registrable  Securities  then
outstanding;  provided,  however,  that any such amendment or waiver that is not
equally  applicable  to all such  Holders,  or  discriminates  in a material way
against  any  Holder,   shall  require  the  consent  of  the  affected  Holder.
Notwithstanding  the foregoing,  each party to the Laurus Purchase  Agreement or
the Registration Agreement still possessing registration rights under the Laurus
Purchase Agreement or the Registration Agreement may be added as a party to this
Agreement by adding a signature page executed by such person, in which case such
person  shall be  deemed  a  Holder  hereunder  and  such  person's  Registrable
Securities  under the Laurus Purchase  Agreement or the  Registration  Agreement
shall be deemed Registrable Securities hereunder.

15.  Termination of Registration Rights.
     ----------------------------------


                                       12


<PAGE>


     The registration rights hereunder shall terminate on the earlier of (i) the
tenth  anniversary  of the  issuance of the Notes or (ii) such time as no Holder
holds or has the right to receive upon  conversion any  Registrable  Securities;
provided,  however, that the Company's obligations to maintain the effectiveness
of  Registration  Statements  filed prior to the  termination  of this Agreement
shall  survive the  termination  of this  Agreement and such  obligations  shall
instead  terminate  as set  forth  in  Section  4(c).  The  registration  rights
hereunder shall sooner  terminate with respect to any Holder upon the occurrence
of any of the  following:  (i)  such  Holder  may  resell  all of such  Holder's
Registrable  Securities  pursuant  to Rule  144(k)  under the Act,  or (ii) such
Holder  may  resell  all  of  such  Holder's  Registrable  Securities  within  a
three-month period pursuant to Rule 144 under the Act.

16.  Severability.
     ------------

     If one or more  provisions of this  Agreement are held to be  unenforceable
under applicable law, such  provision(s)  shall be excluded from this Agreement,
and the balance of this Agreement shall be interpreted as if such provision were
so excluded and shall be enforceable in accordance with its terms.

17.  Governing Law.
     -------------

     This  Agreement,  including  all  matters  of  construction,  validity  and
performance,  shall be governed by and construed and enforced in accordance with
the laws of the state of New York, as applied to contracts made, executed and to
be fully  performed in such state by citizens of such state,  without  regard to
its choice of law and conflict of laws rules.  The parties hereto agree that the
exclusive  jurisdiction  and venue for any action  brought  between  the parties
under  this  Agreement  shall be the state and  federal  courts  sitting  in the
Borough of  Manhattan  of the City of New York,  and each of the parties  hereby
agrees and submits itself to the exclusive jurisdiction and venue of such courts
for such purpose.

18.  Counterparts.
     ------------

     This Agreement may be executed in two or more  counterparts,  each of which
shall be deemed an original,  but all of which together shall constitute one and
the same instrument.

19.  Entire Agreement.
     ----------------

     This Agreement  constitutes the full and entire understanding and agreement
between the parties with respect to the subject matter hereof and supersedes all
prior agreements with respect to the subject matter hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       13


<PAGE>


     IN WITNESS  WHEREOF,  the parties have  executed this  Registration  Rights
Agreement as of the date first above written.


                             BRIAZZ, INC.


                             By: /s/ Victor D. Alhadeff
                                 ----------------------------------
                                   Victor D. Alhadeff
                                   Chief Executive Officer, Chief Financial
                                   Officer, Chairman and Secretary

                             Address:  3901 7th Avenue S.
                                         Suite 200
                                         Seattle, Washington 98108





























               [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>


                             INVESTOR:

                             DEUTSCHE BANK LONDON AG
                             acting through
                             DB ADVISORS, LLC



                             By: /s/ Glen MacMullin
                                 ----------------------------------
                             Print Name: Glen MacMullin
                             Print Title: Director
                             Address: 31 West 52nd St.
                                      NY, NY
                                      10019





























               [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>


                             INVESTOR:

                             BRIAZZ VENTURE, L.L.C.



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

                             Address:     212 North Sangamon, Suite 1-A
                                          Chicago, Illinois  60607
                                          Attn: David Cotton





























               [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>


                             INVESTOR:

                             SPINNAKER INVESTMENT PARTNERS, L.P.



                             By: /s/ C.C. Matteson, Jr.
                                 ----------------------------------
                             Print Name: C.C. Matteson, Jr.
                             Print Title: Manager

                             Address:     2425 Post Rd., Suite 103
                                          Southport, Connecticut 06890
                                          Attn:  Charles C. Matteson, Jr.





























               [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>


                             INVESTOR:

                             DELAFIELD HAMBRECHT, INC.



                             By: /s/ John D. Delafield
                                 ----------------------------------
                             Print Name:__________________________
                             Print Title:___________________________

                             Address:     701 Fifth Avenue, Suite 3800
                                          Seattle. Washington  98104
                                          Attn:  JD Delafield





























               [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]


<PAGE>


                             ADDITIONAL HOLDER PURSUANT TO
                             SECTION 14 OF AGREEMENT:

                             LAURUS MASTER FUND, LTD.



                             By: /s/ David Grin
                                 -----------------------------------------------
                             Print Name: David Grin
                             Title: Director

                             Address: c/o Ironshore Corporate Services Ltd.
                                P.O. Box 1234 G.T., Queensgate House,
                                South Church Street
                                Grand Cayman, Cayman Islands





























               [SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]