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                                                                     Exhibit 3.2

                              AMENDED AND RESTATED
                                     BYLAWS
                                       OF
                                  BRIAZZ, INC.

                                    ARTICLE I

                     REGISTERED OFFICE AND REGISTERED AGENT

         1.       The registered office of the Corporation shall be located in
the State of Washington at such place as may be fixed from time to time by the
Board of Directors upon filing of such notices as may be required by law, and
the registered agent shall have a business office identical with such registered
office. A registered agent so appointed shall consent to appointment in writing
and such consent shall be filed with the Secretary of State of the State of
Washington.

         2.       If a registered agent changes the street address of the
agent's business office, the registered agent may change the street address of
the registered office of the Corporation by notifying the Corporation in writing
of the change and signing, either manually or in facsimile, and delivering to
the Secretary of State for filing a statement of such change, as required by
law.

         3.       The Corporation may change its registered agent at any time
upon the filing of an appropriate notice with the Secretary of State, with the
written consent of the new registered agent either included in or attached to
such notice.

                                   ARTICLE II

                             SHAREHOLDERS' MEETINGS

         1.       MEETING PLACE

         All meetings of the shareholders shall be held, pursuant to proper
notice as set forth in Article II Section 5 of these Bylaws, at the principal
executive office of the Corporation, or at such other place as shall be
determined from time to time by the Board of Directors.

         2.       ANNUAL MEETING TIME

         The annual meeting of the shareholders for the election of directors
and for the transaction of such other business as may properly come before the
meeting shall be held each year on such date and at such hour as may be
determined by resolution of the Board of Directors from time to time. In the
absence of such determination, the annual meeting shall be held each year on the
second Tuesday of January, at the hour of 10:00 a.m., if not a legal holiday,
and if a legal holiday, then on the next business day following, at the same
hour.

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         3.       ANNUAL MEETING--ORDER OF BUSINESS

         At the annual meeting of shareholders, the order of business shall be
as follows:

                  (a)      Call to order.

                  (b)      Proof of notice of meeting (or filing of waiver).

                  (c)      Reading of minutes of last annual meeting.

                  (d)      Reports of officers.

                  (e)      Reports of committees.

                  (f)      Election of directors.

                  (g)      Other business.

         4.       SPECIAL MEETINGS

         Prior to the date that a class of the Corporation's shares are
registered pursuant to Section 12 or Section 15 under the Securities Exchange
Act of 1934, as amended, special meetings of the shareholders for any purpose
may be called at any time by the President, the Board of Directors or the
holders of at least ten percent of all the votes entitled to be cast on any
issue proposed to be considered at such special meeting in accordance with RCW
23B.07.020. Subsequent to the date that a class of the Corporation's shares are
registered pursuant to Section 12 or Section 15 under the Securities Exchange
Act of 1934, as amended, special meetings of the shareholders of the Corporation
for any purpose or purposes may be called at any time by a majority of the Board
of Directors, the Chairman of the Board of Directors (if one is appointed), the
Chief Executive Officer, the President or one or more shareholders holding not
less than twenty-five percent (25%) of all the shares entitled to be cast on any
issue proposed to be considered at the meeting. Special shareholders' meetings
shall be held at the Corporation's principal executive office or at such other
place as shall be identified in the notice of such meeting.

         5.       NOTICE

                  (a)      Except as provided in subsection (c) hereunder,
notice of the date, time and place of the annual meeting of shareholders shall
be given by delivering personally or by mailing a written or printed notice of
the same, at least ten days, and not more than sixty days, prior to the meeting
to each shareholder of record entitled to vote at such meeting.

                  (b)      Except as provided in subsection (c) hereunder,
written or printed notice of each special meeting of shareholders shall be given
at least ten days and not more than sixty days prior to the meeting. Such notice
shall state the date, time and place of such meeting, and the purpose or
purposes for which the meeting is called, and shall be delivered personally, or
mailed to each shareholder of record entitled to vote at such meeting.

                  (c)      Notice of a shareholders' meeting at which the
shareholders will be called to act on an amendment to the Articles of
Incorporation, a plan of merger or share exchange, a proposed sale of assets
other than in the regular course of business or the dissolution of the
Corporation shall be given not fewer than twenty days and not more than sixty
days before the meeting date.

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         6.       RECORD DATE

         For the purpose of determining shareholders entitled to notice of or to
vote at any meeting of shareholders, or at any adjournment thereof, or entitled
to receive dividends or distributions, the Board of Directors shall fix in
advance a record date for any such determination of shareholders, such date to
be not more than seventy days and, in case of a meeting of shareholders, not
less than ten days prior to the date on which the particular action requiring
such determination of shareholders is to be taken.

         7.       SHAREHOLDERS' LIST

         After fixing a record date for a shareholders' meeting, the Corporation
shall prepare an alphabetical list of the names of all its shareholders on the
record date who are entitled to notice of a shareholders meeting. Such list
shall be arranged by voting group, and within each voting group by class or
series of shares, and show the address of and number of shares held by each
shareholder. The shareholders' list shall be kept on file at the registered
office of the Corporation for a period beginning ten days prior to such meeting
and shall be kept open at the time and place of such meeting for the inspection
by any shareholder, or any shareholder's agent or attorney.

         8.       QUORUM

         Except as otherwise required by law, a quorum at any annual or special
meeting of shareholders shall consist of shareholders representing, either in
person or by proxy, a majority of the votes entitled to be cast on the matter by
each voting group.

         9.       VOTING

                  (a)      Except as otherwise provided in the Articles of
Incorporation and subject to the provisions of the laws of the State of
Washington, each outstanding share, regardless of class, is entitled to one vote
on each matter voted on at a shareholders' meeting.

                  (b)      If a quorum exists, action on a matter, other than
the election of directors, is approved by a voting group if the votes cast
within the voting group favoring the action exceed the votes cast within the
voting group opposing the action, unless the question is one which by express
provision of law, of the Articles of Incorporation or of these Bylaws a greater
number of affirmative votes is required.

                  (c)      Unless otherwise provided in the Articles of
Incorporation, in any election of directors the candidates elected are those
receiving the largest numbers of votes cast by the shares entitled to vote in
the election, up to the number of directors to be elected by such shares.

         10.      PROXIES

         A shareholder may vote either in person or by appointing a proxy by
signing an appointment form, either personally or by the shareholder's
attorney-in-fact or agent. An appointment of a proxy is effective when received
by the person authorized to tabulate votes for the corporation. An appointment
of a proxy is valid for eleven months unless a longer period is expressly
provided in the appointment form.

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         11.      ACTION BY SHAREHOLDERS WITHOUT A MEETING

         Only pursuant to a proposal put before the shareholders by the
affirmative resolution of the Board of Directors, action required or permitted
to be taken at a shareholders' meeting may be taken without a meeting or a vote
if the action is taken by shareholders holding of record or otherwise entitled
to vote in the aggregate not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote on the action were present and voted, and at the time the
action is taken the Corporation is not a public company. Written notice to
nonconsenting shareholders must be given at least five (5) days prior to the
effective date of the action (or such longer period as may be required by law).

         12.      WAIVER OF NOTICE

         A written waiver of any notice required to be given to any shareholder,
signed by the person or persons entitled to such notice, whether before or after
the time stated therein for the meeting, shall be deemed the giving of such
notice by the Corporation, provided that such waiver has been delivered to the
Corporation for inclusion in the minutes or filing with the Corporation's
records. A shareholder's attendance at a meeting waives any notice required,
unless the shareholder at the beginning of the meeting objects to holding the
meeting or transacting business at the meeting.

         13.      ACTION OF SHAREHOLDERS BY COMMUNICATIONS EQUIPMENT

         Shareholders may participate in any meeting of shareholders by any
means of communication by which all persons participating in the meeting can
hear each other during the meeting. A shareholder participating in a meeting by
this means is deemed to be present in person at the meeting.

                                   ARTICLE III

                                 SHARES OF STOCK

         1.       ISSUANCE OF SHARES

         No shares of the Corporation shall be issued unless authorized by the
Board of Directors. Such authorization shall include the number of shares to be
issued, the consideration to be received and a statement regarding the adequacy
of the consideration. Shares may but need not be represented by certificates.
Unless otherwise provided by law, the rights and obligations of shareholders are
identical whether or not their shares are represented by certificates.

         2.       CERTIFICATED SHARES

         If shares are represented by certificates, certificates of stock shall
be issued in numerical order, and each shareholder shall be entitled to a
certificate signed, either manually or in facsimile, by the President, or a Vice
President, and the Secretary, and such certificate may bear

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the seal of the Corporation or a facsimile thereof. If an officer who has signed
or whose facsimile signature has been placed upon such certificate ceases to be
such officer before the certificate is issued, it may be issued by the
Corporation with the same effect as if the person were an officer on the date of
issue.

         At a minimum each certificate of stock shall state:

                  (a)      the name of the Corporation;

                  (b)      that the Corporation is organized under the laws of
the State of Washington;

                  (c)      the name of the person to whom the certificate is
issued;

                  (d)      the number and class of shares and the designation of
the series, if any, the certificate represents; and

                  (e)      if the Corporation is authorized to issue different
classes of shares or different series within a class, the designations, relative
rights, preferences and limitations applicable to each class and the variations
in rights, preferences and limitations determined for each series, and the
authority of the Board of Directors to determine variations for future series,
must be summarized either on the front or back of the certificate.
Alternatively, the certificate may state conspicuously on its front or back that
the Corporation will furnish the shareholder this information without charge on
request in writing.

         In case of any mutilation, loss or destruction of any certificate of
stock, another certificate may be issued in its place on proof of such
mutilation, loss or destruction. The Board of Directors may impose conditions on
such issuance and may require the giving of a satisfactory bond or indemnity to
the corporation in such sum as it might determine or establish such other
procedures as it deems necessary or appropriate.

         3.       UNCERTIFICATED SHARES

                  (a)      Unless the Articles of Incorporation provide
otherwise, the Board of Directors may authorize the issue of any of the
Corporation's classes or series of shares without certificates. This
authorization does not affect shares already represented by certificates until
they are surrendered to the Corporation.

                  (b)      Within a reasonable time after the issuance of shares
without certificates, the Corporation shall send the shareholder a complete
written statement of the information required on certificates as provided in
Article III Section 2 of these Bylaws.

         4.       TRANSFERS

                  (a)      Transfers of stock shall be made only upon the stock
transfer records of the Corporation, which records shall be kept at the
registered office of the Corporation or at its principal place of business, or
at the office of its transfer agent or registrar. The Board of

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Directors may, by resolution, open a share register in any state of the United
States, and may employ an agent or agents to keep such register and to record
transfers of shares therein.

                  (b)      Shares of certificated stock shall be transferred by
delivery of the certificates therefor, accompanied either by an assignment in
writing on the back of the certificate or an assignment separate from
certificate, or by a written power of attorney to sell, assign and transfer the
same, signed by the holder of said certificate. No shares of certificated stock
shall be transferred on the records of the Corporation until the outstanding
certificates therefor have been surrendered to the Corporation or to its
transfer agent or registrar.

                  (c)      Shares of uncertificated stock shall be transferred
upon receipt by the Corporation of a written request for transfer signed by the
shareholder. Within a reasonable time after the transfer of shares without
certificates, the Corporation shall provide the new shareholder a complete
written statement of the information required on certificates as provided in
Article III, Section 2 of these Bylaws.

         5.       FRACTIONAL SHARES OR SCRIP

         The Corporation may:

                  (a)      issue fractions of a share;

                  (b)      arrange for the disposition of fractional interests
by the shareholders;

                  (c)      pay in money the value of fractions of a share; and

                  (d)      issue scrip in registered or bearer form which shall
entitle the holder to receive a certificate for a full share upon the surrender
of enough scrip to equal a full share.

         6.       SHARES OF ANOTHER CORPORATION

         Shares owned by the Corporation in another corporation, domestic or
foreign, may be voted by such officer, agent or proxy as the Board of Directors
may determine or, in the absence of such determination, by the President of the
Corporation.

                                   ARTICLE IV

                               BOARD OF DIRECTORS

         1.       POWERS

         The management of all the affairs, property and interests of the
Corporation shall be vested in a Board of Directors. In addition to the powers
and authorities expressly conferred upon it by these Bylaws and by the Articles
of Incorporation, the Board of Directors may exercise all such powers of the
Corporation and do all such lawful acts as are not prohibited by statute or by
the Articles of Incorporation or by these Bylaws or as directed or required to
be exercised or done by the shareholders.

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         2.       GENERAL STANDARDS FOR DIRECTORS

                  (a)      A director shall discharge the duties of a director,
including duties as a member of a committee:

                           (i)      in good faith;

                           (ii)     with the care an ordinary prudent person in
a like position would exercise under similar circumstances; and

                           (iii)    in a manner the director reasonably believes
to be in the best interests of the Corporation.

         3.       RESTRICTION.

         Notwithstanding Paragraphs 1 and 2 of this Article IV, during the
effectiveness of that certain Shareholders' Agreement, dated as of October 18,
1996, and amended and restated as of August 15, 1997, among the Corporation and
its shareholders, for so long as the Investors or Whitney (each as defined
therein) shall have the right to nominate directors of the Corporation, the
proviso contained in subparagraph 16(a) may not be amended, nor may these Bylaws
be otherwise amended to impair the effect of such proviso (including amending
this paragraph), without approval by the affirmative vote of all directors
nominated by the Investors and Whitney.

         4.       NUMBER AND TERM

         The Board of Directors shall consist of the number of directors fixed
from time to time by resolution of the Board. Directors shall be elected by the
shareholders at each annual shareholders' meeting to hold office until the next
annual meeting of the shareholders and until their respective successors are
elected and qualified. Directors need not be shareholders or residents of the
State of Washington.

         5.       CHANGE OF NUMBER

         The number of directors may at any time be increased or decreased by
resolution of either the shareholders or directors at any annual, special or
regular meeting; provided, that no decrease in the number of directors shall
have the effect of shortening the term of any incumbent director, except as
provided in Sections 7 and 8 of this Article IV.

         6.       VACANCIES

         All vacancies in the Board of Directors, whether caused by resignation,
death or otherwise, may be filled by the affirmative vote of a majority of the
remaining directors in office though less than a quorum of the Board of
Directors. A director elected to fill a vacancy shall hold office until the next
shareholders' meeting at which directors are elected and until his or her
successor is elected and qualified. Any directorship to be filled by reason of
an increase in the number of directors may be filled by the Board of Directors
for a term of office continuing only

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until the next election of directors by the shareholders and until his or her
successor is elected and qualified.

         7.       RESIGNATION

         A director may resign at any time by delivering written notice to the
Board of Directors, the President or the Secretary. A resignation is effective
when the notice is delivered unless the notice specifies a later effective date.

         8.       REMOVAL OF DIRECTORS

         At a meeting of shareholders called expressly for that purpose and
preceded by a written notice containing a statement of the alleged charges, the
entire Board of Directors, or any member thereof, may be removed from office at
any time, but only (a) for Cause and (b) if the number of votes cast to remove
the director by holders of shares then entitled to vote in an election of
directors exceed the number of votes cast not to remove the director. Where a
proposal to remove a director for cause is to be presented for shareholder
consideration, an opportunity shall be provided the director to present the
director's defense to the shareholders in a statement to accompany or precede
the notice of the meeting at which such proposal is to be presented. For
purposes of this Article IV, Section 8, "Cause" shall be limited to (a) action
by a director involving willful malfeasance having a material adverse effect on
the Corporation or (b) a director being convicted of a felony; provided that any
action by a director shall not constitute "Cause" if, in good faith, the
director believed such action to be in or not opposed to the best interests of
the Corporation, or if a director shall be entitled, under applicable law, the
Articles of Incorporation, these Bylaws of the Corporation or a contract with
the Corporation, to be indemnified with respect to such action.

         9.       REGULAR MEETINGS

         Regular meetings of the Board of Directors or any committee may be held
without notice at the principal place of business of the Corporation or at such
other place or places, either within or without the State of Washington, as the
Board of Directors or such committee, as the case may be, may from time to time
designate. The annual meeting of the Board of Directors shall be held without
notice immediately after adjournment of the annual meeting of shareholders.

         10.      SPECIAL MEETINGS

                  (a)      Special meetings of the Board of Directors may be
called at any time by the President or by any director, to be held at the
principal place of business of the Corporation or at such other place or places
as the Board of Directors or the person or persons calling such meeting may from
time to time designate. Notice of all special meetings of the Board of
Directors, stating the date, time and place thereof, shall be given at least two
(2) days prior to the date of the meeting, in accordance with the provisions set
forth in Article VII, Section 2, of these Bylaws. Such notice need not specify
the business to be transacted at, or the purpose of, the meeting.

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                  (b)      Special meetings of any committee of the Board of
Directors may be called at any time by such person or persons and with such
notice as shall be specified for such committee by the Board of Directors, or in
the absence of such specification, in the manner and with the notice required
for special meetings of the Board of Directors.

         11.      WAIVER OF NOTICE

         A director may waive any notice required by law, by the Articles of
Incorporation or by these Bylaws before or after the time stated for the
meeting, and such waiver shall be equivalent to the giving of such notice. Such
waiver must be in writing, signed by the director entitled to such notice and
delivered to the Corporation for inclusion in the minutes or filing with the
corporate records. A director's attendance at or participation in a meeting
shall constitute a waiver of any required notice to the director of the meeting
unless the director at the beginning of the meeting, or promptly upon the
director's arrival, objects to holding the meeting or transacting business at
the meeting and does not thereafter vote for or assent to action taken at the
meeting.

         12.      QUORUM

         A majority of the full Board of Directors shall be necessary at all
meetings to constitute a quorum for the transaction of business. If a quorum is
present when a vote is taken, the affirmative vote of a majority of directors
present is the act of the Board of Directors.

         13.      REGISTERING DISSENT

         A director who is present at a meeting of the Board of Directors at
which action on a corporate matter is taken is deemed to have assented to such
action unless:

                  (a)      the director objects at the beginning of the meeting,
or promptly upon the director's arrival, to the holding of, or transaction of
business at, the meeting;

                  (b)      the director's dissent or abstention from the action
is entered in the minutes if the meeting; or

                  (c)      the director delivers written notice of the
director's dissent or abstention to the presiding officer of the meeting before
its adjournment or to the Corporation within a reasonable time after adjournment
of the meeting. The right to dissent or abstain is not available to a director
who voted in favor of the action taken.

         14.      ACTION BY DIRECTORS WITHOUT A MEETING

                  (a)      Any action required or permitted to be taken at a
meeting of the Board of Directors, or of a committee thereof, may be taken
without a meeting if the action is taken by all members of the Board of
Directors. The action must be evidenced by one or more written consents setting
forth the action taken, signed by each of the directors, or by each of the
members of the committee, as the case may be, either before or after the action
taken, and delivered to the Corporation for inclusion in the minutes or filing
with the Corporation's records.

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                  (b)      Action taken under this section is effective when the
last director signs the consent, unless the consent specifies a later effective
date.

         15.      PARTICIPATION BY MEANS OF COMMUNICATIONS EQUIPMENT

         Any or all directors may participate in a regular or special meeting of
the Board of Directors (or of a committee thereof) by, or may conduct the
meeting through the use of, any means of communication by which all directors
participating can hear each other during the meeting.

         16.      COMMITTEES

                  (a)      The Board of Directors, by resolution adopted by a
majority of the full Board of Directors, may create one or more committees of
directors. Each committee must have two or more members who serve at the
pleasure of the Board of Directors; provided, however, that during the
effectiveness of that certain Shareholder' Agreement, dated as of October 18,
1996, and amended and restated as of August 15, 1997, among the Corporation and
its shareholders, for so long as the Series A Investors (as defined therein)
shall have the right to nominate directors of the Corporation, one member of any
committee shall be a director nominated by the Investors, and provided further,
that during the effectiveness of such Shareholders' Agreement, for so long as
Whitney Equity Partners, L.P. shall have the right to nominate a director of the
Corporation, one member of any committee shall be the director nominated by
Whitney Equity Partners, L.P. To the extent specified by the Board of Directors,
each committee may exercise the authority of the Board of Directors, except that
no committee shall have the authority to:

                           (i)      authorize or approve a distribution except
according to a general formula or method prescribed by the Board of Directors;

                           (ii)     approve or propose to shareholders action
that by law is required to be approved by shareholders;

                           (iii)    fill vacancies on the Board of Directors or
any of its committees;

                           (iv)     amend the Articles of Incorporation;

                           (v)      adopt, amend or repeal these Bylaws;

                           (vi)     approve a plan of merger not requiring
shareholder approval; or

                           (vii)    authorize or approve the issuance or sale or
contract for sale of shares, or determine the designation and relative rights,
preferences and limitations of a class or series of shares, except that the
Board of Directors may authorize a committee (or a senior executive officer of
the corporation) to do so within limits specifically prescribed by the Board of
Directors.

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                  (b)      The creation of, delegation of authority to or action
by a committee does not alone constitute compliance by a director with the
standards of conduct required by the Washington Business Corporation Act and
these Bylaws.

         17.      REMUNERATION

         Unless the Articles of Incorporation provide otherwise, the Board of
Directors may fix the compensation of directors.

                                    ARTICLE V

                                    OFFICERS

         1.       DESIGNATIONS

         The officers of the Corporation shall be the President, the Secretary
and at the discretion of the Board of Directors, one or more Vice Presidents and
a Treasurer, and any other officers appointed from time to time by the Board of
Directors or by any other officer empowered to do so. The Board of Directors
shall have sole power and authority to appoint executive officers. As used
herein, the term "executive officer" shall mean the President, any Vice
President in charge of a principal business unit, division or function or any
other officer who performs a policy-making function. The Board of Directors or
the President may appoint such other officers and assistant officers to hold
office for such period, have such authority and perform such duties as may be
prescribed. The Board of Directors may delegate to any other officer the power
to appoint any subordinate officers and to prescribe their respective terms of
office, authority and duties. Any two or more offices may be held by the same
person. Unless an officer dies, resigns or is removed from office, he or she
shall hold office until his or her successor is appointed.

         The Board of Directors, in its discretion, may elect a Chairman from
among its members to serve as Chairman of the Board of Directors, who, when
present, shall preside at all meetings of the Board of Directors and of the
shareholders, and who shall have such other powers as the Board may determine.

         2.       APPOINTMENT AND TERM OF OFFICE

         The officers of the Corporation shall be appointed annually by the
Board of Directors at the first meeting of the Board of Directors held after
each annual meeting of the shareholders. Each officer shall hold office until a
successor shall have been appointed and qualified, or until such officer's
earlier death, resignation or removal.

         3.       POWERS AND DUTIES

         If the Board appoints persons to fill the following positions, such
officers shall have the power and duties set forth below:

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                  (a)      THE PRESIDENT

         The President of the Corporation shall, subject to the direction and
control of the Board of Directors and the duties and authority granted to the
Chief Executive Officer, if one had been appointed, have general control and
management of the business affairs and policies of the Corporation. The
President shall act as liaison from and as spokesman for the Board of Directors.
The President shall participate in long-range planning for the Corporation and
shall be available to the other officers of the Corporation for consultation.
The President shall possess power to sign all certificates, contracts and other
instruments of the Corporation. Unless a Chairman of the Board of Directors has
been appointed and is present, the President shall preside at all meetings of
the shareholders and of the Board of Directors. The President shall perform all
such other duties as are incident to the office of President or are properly
required by the Board of Directors.

                  (b)      VICE-PRESIDENTS

         During the absence or disability of the President, the Executive or
Senior Vice Presidents, if any, and the Vice Presidents, if any, in the order
designated by the Board of Directors, shall exercise all the functions of the
President, unless a Chief Executive Officer has been appointed and the Board of
Directors determines that the Chief Executive Officer shall exercise the
functions of the President. Each Vice President shall have such powers and
discharge such duties as may be assigned from time to time by the Board of
Directors.

                  (c)      THE SECRETARY

         The Secretary shall issue notices for all meetings, except for notices
for special meetings of the shareholders and special meetings of the directors
which are called by the requisite percentage of shareholders or number of
directors, shall keep minutes of all meetings, shall have charge of the seal and
the Corporation's books, and shall make such reports and perform such other
duties as are incident to the office of Secretary, or are properly required of
him or her by the Board of Directors.

                  (d)      THE TREASURER

         The Treasurer shall have the custody of all moneys and securities of
the Corporation and shall keep regular books of account. The Treasurer shall
disburse the funds of the Corporation in payment of the just demands against the
Corporation or as may be ordered by the Board of Directors, taking proper
vouchers or receipts for such disbursements, and shall render to the Board of
Directors from time to time as may be required an account of all transactions as
Treasurer and of the financial condition of the Corporation. The Treasurer shall
perform such other duties incident to his or her office or that are properly
required of him or her by the Board of Directors.

         4.       STANDARDS OF CONDUCT FOR OFFICERS

                  (a)      An officer with discretionary authority shall
discharge such officer's duties under that authority:

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                           (i)      in good faith;

                           (ii)     with the care an ordinary prudent person in
a like position would exercise under similar circumstances; and

                           (iii)    in a manner the officer reasonably believes
to be in the best interests of the Corporation.

         5.       DELEGATION

         In the case of absence or inability to act of any officer of the
Corporation and of any person herein authorized to act in such officer's place,
the Board of Directors may from time to time delegate the powers or duties of
such officer to any other officer or any director or other person whom it may in
its sole discretion select.

         6.       VACANCIES

         Vacancies in any office arising from any cause may be filled by the
Board of Directors at any regular or special meeting of the Board.

         7.       OTHER OFFICERS

         The Board of Directors, or a duly appointed officer to whom such
authority has been delegated by Board resolution, may appoint such other
officers and agents as it shall deem necessary or expedient, who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as shall be determined from time to time by the Board of Directors.

         8.       RESIGNATION

         An officer may resign at any time by delivering notice to the
Corporation. Such notice shall be effective when delivered unless the notice
specifies a later effective date. Any such resignation shall not affect the
Corporation's contract rights, if any, with the officer.

         9.       REMOVAL

         Any officer elected or appointed by the Board of Directors may be
removed at any time, with or without cause, by the affirmative vote of a
majority of the whole Board of Directors, but such removal shall be without
prejudice to the contract rights, if any, of the person so removed.

         10.      SALARIES AND CONTRACT RIGHTS

         The salaries, if any, of the officers shall be fixed from time to time
by the Board of Directors. The appointment of an officer shall not of itself
create contract rights.

         11.      BONDS

         The Board of Directors may, by resolution, require any and all of the
officers to give bonds to the Corporation, with sufficient surety or sureties,
conditioned for the faithful

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performance of the duties of their respective offices, and to comply with such
other conditions as may from time to time be required by the Board of Directors.

                                   ARTICLE VI

                            DISTRIBUTIONS AND FINANCE

         1.       DISTRIBUTIONS

         The Board of Directors may authorize and the Corporation may make
distributions to its shareholders; provided that no distribution may be made if,
after giving it effect, either:

                  (a)      The Corporation would not be able to pay its debts as
they become due in the usual course of business; or

                  (b)      The Corporation's total assets would be less than the
sum of its total liabilities plus the amount which would be needed, if the
Corporation were to be dissolved at the time of the distribution, to satisfy the
preferential rights upon dissolution of shareholders whose preferential rights
are superior to those receiving the distribution.

         The Board of Directors may authorize distributions to holders of record
at the close of business on any business day prior to the date on which the
distribution is made. If the Board of Directors does not fix a record date for
determining shareholders entitled to a distribution, the record date shall be
the date on which the Board of Directors authorizes the distribution.

         2.       MEASURE OF EFFECT OF A DISTRIBUTION

         For purposes of determining whether a distribution may be authorized by
the Board of Directors and paid by the Corporation under Article VI, Section I
of these Bylaws, the effect of the distribution is measured:

                  (a)      In the case of a distribution of indebtedness, the
terms of which provide that payment of principal and interest are made only if
and to the extent that payment of a distribution to shareholders could then be
made under this section, each payment of principal or interest is treated as a
distribution, the effect of which is measured on the date the payment is
actually made; or

                  (b)      In the case of any other distribution:

                           (i)      if the distribution is by purchase,
redemption, or other acquisition of the Corporation's shares, the effect of the
distribution is measured as of the earlier of the date any money or other
property is transferred or debt incurred by the Corporation, or the date the
shareholder ceases to be a shareholder with respect to the acquired shares;

                           (ii)     if the distribution is of an indebtedness
other than described in subsection 2(a) and (b)(i) of this section, the effect
of the distribution is measured as of the date the indebtedness is distributed;
and

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                           (iii)    in all other cases, the effect of the
distribution is measured as of the date the distribution is authorized if
payment occurs within 120 days after the date of authorization, or the date the
payment is made if it occurs more than 120 days after the date of authorization.

         3.       DEPOSITORIES

         The monies of the Corporation shall be deposited in the name of the
Corporation in such bank or banks or trust company or trust companies as the
Board of Directors shall designate, and shall be drawn out only by check or
other order for payment of money signed by such persons and in such manner as
may be determined by resolution of the Board of Directors.

                                   ARTICLE VII

                                     NOTICES

         1.       SHAREHOLDERS.

         Except as may otherwise be required by law, any notice to any
shareholder must be in writing and may be transmitted by: mail, private carrier
or personal delivery; telegraph or teletype; telephone, wire or wireless
equipment which transmits a facsimile of the notice; or electronic mail. Written
notice by the Corporation to its shareholders shall be deemed effective when
mailed, if mailed with first-class postage prepaid and correctly addressed to
the shareholder's address shown in the Corporation's current record of
shareholders. Except as set forth in the previous sentence, written notice shall
be deemed effective at the earliest of the following: (i) when received; (ii)
five days after its deposit in the United States mail, as evidenced by the
postmark, if mailed with first-class postage, prepaid and correctly addressed;
(iii) on the date shown on the return receipt, if sent by registered or
certified mail, return receipt requested, and receipt is signed by or on behalf
of the addressee; (iv) if sent to a shareholder's address, telephone number, or
other number appearing on the records of the Corporation, when dispatched by
telegraph, teletype or facsimile equipment; or (v) if sent to a shareholder's
electronic mail address, appearing on the records of the Corporation, when
dispatched by electronic mail.

         2.       DIRECTORS.

         Notice of any meeting of the Board of Directors may be given orally or
by any means described in Article VII, Section 1 of these Bylaws.

                                  ARTICLE VIII

                                      SEAL

         The Corporation may adopt a corporate seal which seal shall be in such
form and bear such inscription as may be adopted by resolution of the Board of
Directors.

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                                   ARTICLE IX

           INDEMNIFICATION OF OFFICERS DIRECTORS, EMPLOYEES AND AGENTS

         1.       DEFINITIONS

         For the purposes of this Article:

                  (a)      "Action" means any actual, threatened or completed
claim, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal.

                  (b)      "Another Enterprise" means a domestic or foreign
corporation (other than the Corporation), partnership, joint venture, trust,
association, committee, employee benefit plan or other group or enterprise.

                  (c)      "Corporation" means BRIAZZ, INC., and any domestic or
foreign predecessor to it and any constituent corporation (including a
constituent of a constituent) absorbed by the Corporation in a consolidation or
merger.

                  (d)      "Director or Officer" means such person who is
serving or who has served as a director or officer of the Corporation or, at the
request of the Corporation, as a director, officer, partner, trustee, employee
or agent of Another Enterprise. "Director" or "Officer" includes, unless the
context otherwise requires, the estate or personal representative of a Director
or Officer.

                  (e)      "Indemnitee" means each person who was, is or is
threatened to be made a party to or is involved (including, without limitation,
as a witness) in an Action because the person is or was a Director or Officer of
the Corporation.

                  (f)      "Loss" means loss, liability, expenses (including
attorneys' fees), judgments, fines, ERISA excise taxes or penalties and amounts
to be paid in settlement, actually and reasonably incurred or suffered by
Indemnitee in connection with an Action.

         2.       RIGHT OF INDEMNIFICATION

         The Corporation shall indemnify and hold each Indemnitee harmless
against any and all Loss except for Losses arising out of: (a) the Indemnitee's
acts or omissions finally adjudged to be intentional misconduct or a knowing
violation of law, (b) conduct of the Indemnitee finally adjudged to be in
violation of RCW 23B.08.310, or (c) any transaction in which it is finally
adjudged that the Indemnitee personally received a benefit in money, property or
services to which the Indemnitee was not legally entitled. Except as provided in
Section 4 of this Article, the Corporation shall not indemnify an Indemnitee in
connection with an Action (or part thereof) initiated by the Indemnitee unless
such Action (or part thereof) was authorized by the Board of Directors of the
Corporation. If, after the effective date of this Article, the Washington
Business Corporation Act is amended to authorize further indemnification of
directors and officers, then Directors and officers of this Corporation shall be
indemnified to the fullest extent permitted by the Washington Business
Corporation Act, as so amended.

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         3.       BURDEN OF PROOF, PROCEDURE FOR PAYMENT AND NOTIFICATION OF
SHAREHOLDERS

         (a)      The Indemnitee shall be presumed to be entitled to
indemnification under this Article upon submission of a written claim (including
a claim for expenses incurred in defending any Action in advance of its final
disposition, where the undertaking in (b) below has been tendered to the
Corporation), and thereafter the Corporation shall have the burden of proof to
overcome the presumption that the Indemnitee is so entitled.

         (b)      The right to indemnification conferred in this Article shall
include the right to be paid by the Corporation all expenses (including
attorneys' fees) incurred in defending any Action in advance of its final
disposition; provided, however, that the payment of such expenses in advance of
the final disposition of an Action shall be made upon delivery to the
Corporation of an undertaking, by or on behalf of such Director or officer, to
repay all amounts so advanced if it shall ultimately be determined that such
Director or Officer is not entitled to be indemnified under this Article or
otherwise.

         (c)      If the Corporation indemnifies or advances expenses to a
Director pursuant to this Article IX in connection with an Action by or in the
right of the Corporation, the Corporation shall report the indemnification or
advance in writing to the shareholders with or before the notice of the next
shareholders' meeting.

         4.       RIGHT OF INDEMNITEE TO BRING SUIT

         If a claim under this Article is not paid in full by the Corporation
within 60 days after a written claim has been received by the Corporation,
except in the case of a claim for expenses incurred in defending a proceeding in
advance of its final disposition, in which case the applicable period shall be
20 days, the claimant may at any time thereafter bring suit against the
Corporation to recover the unpaid amount of the claim and, to the extent
successful in whole or in part, the Indemnitee shall be entitled to be paid also
the expense of prosecuting such claim. Neither the failure of the Corporation
(including its Board of Directors, its shareholders or independent legal
counsel) to have made a determination prior to the commencement of such action
that indemnification or reimbursement or advancement of expenses to the claimant
is proper in the circumstances, nor an actual determination by the Corporation
(including its Board of Directors, it shareholders or independent legal counsel)
that the Indemnitee is not entitled to indemnification or to the reimbursement
or advancement of expenses, shall be a defense to the action or create a
presumption that the Indemnitee is not so entitled.

         5.       CONTRACT RIGHT

         Rights of indemnification under this Article shall continue as to an
Indemnitee who has ceased to be a Director or Officer and shall inure to the
benefit of his or her heirs, executors and administrators. The right to
indemnification conferred in this Article shall be a contract right upon which
each Director or officer shall be presumed to have relied in determining to
serve or to continue to serve as such. Any amendment to or repeal of this
Article shall not adversely affect any right or protection of a Director or
Officer of the Corporation for or with respect to any acts or omissions of such
Director or Officer occurring prior to such amendment or repeal.

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<PAGE>

         6.       INDEMNIFICATION OF EMPLOYEES AND AGENTS OF THE CORPORATION

         The Corporation may, by action of its Board of Directors from time to
time, provide indemnification and pay expenses in advance of the final
disposition of an Action to employees and agents of the Corporation with the
same scope and effect as the provisions of this Article with respect to the
indemnification and advancement of expenses of Directors and Officers of the
Corporation or pursuant to rights granted pursuant to, or provided by, the
Washington Business Corporation Act or otherwise.

         7.       INSURANCE, CONTRACTS AND FUNDING

         The Corporation may maintain insurance, at its expense, to protect
itself and any Director, Officer, employee or agent of the Corporation or
Another Enterprise against any expense, liability, or loss, whether or not the
Corporation would have the power to indemnify such person against such expense,
liability or loss under the Washington Business Corporation Act. The Corporation
may, without further corporate action, enter into contracts with any Director or
officer of the Corporation in furtherance of the provisions of this Article and
may create a trust fund, grant a security interest or use other means
(including, without limitation, a letter of credit) to ensure the payment of
such amounts as may be necessary to effect indemnification as provided in this
Article.

         8.       INTERPRETATION

         The provisions contained in this Article IX shall be interpreted and
applied to provide indemnification to Directors, Officers, employees and agents
of the Corporation to the fullest extent allowed by applicable law, as such law
may be amended, interpreted and applied from time to time.

         9.       SAVINGS CLAUSE

         If this Article IX or any portion thereof shall be invalidated on any
ground by any court of competent jurisdiction, the Corporation shall
nevertheless indemnify each Director or officer as to reasonable expenses and
liabilities with respect to any Action, whether or not brought by or in the
right of the Corporation, to the full extent permitted by any applicable portion
of this Article IX that shall not have been invalidated, or by any other
applicable law.

         10.      NONEXCLUSIVITY OF RIGHTS

         The right to indemnification and the payment of expenses incurred in
defending an Action in advance of its final disposition conferred under this
Article IX for Directors, Officers, employees and agents shall not be exclusive
of any other right which any person may have, or hereafter acquire, under any
statute, provision of the Articles of Incorporation, Bylaws, other agreement,
vote of shareholders or disinterested directors, insurance policy, principles of
common law or equity, or otherwise.

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<PAGE>

                                    ARTICLE X

                                BOOKS AND RECORDS

         The Corporation shall maintain appropriate accounting records and shall
keep as permanent records minutes of all meetings of its shareholders and Board
of Directors, a record of all actions taken by the shareholders or the Board of
Directors without a meeting and a record of all actions taken by a committee of
the Board of Directors. In addition, the Corporation shall keep at its
registered office or principal place of business, or at the office of its
transfer agent or registrar, a record of its shareholders, giving the names and
addresses of all shareholders in alphabetical order by class of shares showing
the number and class of the shares held by each. Any books, records and minutes
may be in written form or any other form capable of being converted into written
form within a reasonable time.

         The Corporation shall keep a copy of the following records at its
principal office:

         1.       The Articles or Restated Articles of Incorporation and all
amendments thereto currently in effect;

         2.       The Bylaws or Restated Bylaws and all amendments thereto
currently in effect;

         3.       The minutes of all shareholders' meetings, and records of all
actions taken by shareholders without a meeting, for the past three years;

         4.       Its financial statements for the past three years, including
balance sheets showing in reasonable detail the financial condition of the
Corporation as of the close of each fiscal year, and an income statement showing
the results of its operations during each fiscal year prepared on the basis of
generally accepted accounting principles or, if not, prepared on a basis
explained therein;

         5.       All written communications to shareholders generally within
the past three years;

         6.       A list of the names and business addresses of its current
directors and officers; and

         7.       Its most recent annual report delivered to the Secretary of
State of Washington.

                                   ARTICLE XI

                                   AMENDMENTS

         1.       BY SHAREHOLDERS

         These Bylaws may be amended or repealed by the shareholders in the
manner set forth in Article II Section 9 of these Bylaws at any regular or
special meeting of the shareholders.

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         2.       BY DIRECTORS

         The Board of Directors shall have power to amend or repeal the Bylaws
of, or adopt new bylaws for, the Corporation. However, any such Bylaws, or any
alteration, amendment or repeal of the Bylaws, may be subsequently changed or
repealed by the holders of a majority of the stock entitled to vote at any
shareholders' meeting.

         3.       EMERGENCY BYLAWS

         The Board of Directors may adopt emergency Bylaws, subject to repeal or
change by action of the shareholders, which shall be operative during any
emergency in the conduct of the business of the Corporation resulting from an
attack on the United States, any state of emergency declared by the federal
government or any subdivision thereof, or any other catastrophic event.

         Adopted on March 4, 2003 under the authority of the Corporation's Board
of Directors, pursuant to a resolution of the Board of Directors dated March 4,
2003.

                                    /s/ Victor D. Alhadeff
                                    ----------------------
                                    Victor D. Alhadeff
                                    Secretary

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