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                                                                   Exhibit 10.30

                            FOOD PRODUCTION AGREEMENT

         THIS FOOD PRODUCTION AGREEMENT (this "Agreement") is made and entered
into as of December 1, 2002, by and between FLYING FOOD GROUP, L.L.C. a Delaware
limited liability company ("FFG") and BRIAZZ, INC., a Washington corporation
("BRIAZZ").

                                    RECITALS:

         WHEREAS, FFG is a manufacturer and supplier of various quality food
products; and

         WHEREAS, BRIAZZ operates retail cafes, catering and wholesale food
sales under the BRIAZZ name in the Chicago, Seattle, Los Angeles and San
Francisco market areas; and

         WHEREAS, FFG and BRIAZZ desire to enter into this Agreement for FFG to
act as the exclusive manufacturer and supplier of various food products to
BRIAZZ on the terms and conditions specified below.

         NOW THEREFORE, in consideration of the above premises and mutual
covenants contained herein, the parties hereto agree as follows:

                                   AGREEMENTS

         1.       Services.

                  (a)      Manufacture and Packaging of Products. FFG shall,
         either directly or by outsourcing to a third-party under the
         supervision of FFG, manufacture and package for BRIAZZ all food
         products sold by BRIAZZ or any of its affiliates during the term hereof
         in all market areas in which BRIAZZ operates (collectively, the
         "Products"), in accordance with the manufacturing procedures, the
         product specifications, packaging instructions, and quality control
         procedures set forth in this Agreement. The current BRIAZZ menu of
         Products consists of approximately one hundred (100) salad and sandwich
         SKU's of which approximately twenty percent (20%) are USDA items as
         currently defined. Upon prior reasonable notice to FFG, BRIAZZ may
         change items on the menu provided, however, that the total quantity of
         items and proportion of the items which are USDA items must remain
         approximately the same. For the term of this Agreement, FFG shall have
         the right of first refusal to manufacture and package food products for
         BRIAZZ in any new markets that BRIAZZ may enter.

                  (b)      Third-Party Distribution. FFG will from time to time
         upon request of BRIAZZ, provide BRIAZZ with purchasing, warehousing and
         storage of food products, packaging and other services as mutually
         agreed to between the parties.

         2.       Transfer of Production to FFG Facilities and Startup.

                  (a)      Transfer of Production. BRIAZZ agrees to transfer
         production of the Products in the following market areas to FFG, and
         FFG agrees to manufacture and package the Products in such market
         areas, by the following dates, subject to FFG's kitchen facility for
         such market becoming USDA certified:

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                           Chicago, Illinois -- December 1, 2002

                           Los Angeles, California -- December 8, 2002

                           Seattle, Washington -- March 2, 2003

                           San Francisco, California -- March 2, 2003

                  The parties agree that FFG has obtained USDA certifications
for each of the Chicago and Los Angeles market areas. If FFG is unable to take
responsibility for food production such that BRIAZZ is unable to close its
commissaries in Seattle and/or San Francisco by March 1, 2003, FFG shall pay to
BRIAZZ the actual costs incurred by BRIAZZ of foregoing a potential sublet
opportunity, not to exceed $50,000 for each market.

                  (b)      BRIAZZ Kitchen Equipment. At FFG'srequest, BRIAZZ
         will transfer to FFG any BRIAZZ-owned kitchen equipment requested by
         FFG free-of-charge for the term of this Agreement. If this Agreement is
         terminated within one (1) year following commencement of production of
         Products, FFG will return the equipment to BRIAZZ; otherwise the
         parties agree that any such equipment used beyond one year will have
         nominal value and can be disposed of as FFG determines in its sole
         discretion.

         3.       Term. Unless sooner terminated under the terms hereof, this
Agreement shall remain in full force and effect for a period of ten (10) years
from the date hereof. Thereafter, it shall automatically be renewed for
successive one year terms unless either party shall deliver written notice to
the other of termination not less than three hundred sixty-five (365) days prior
to the end of the initial term or renewal term in question.

         4.       Purchase Orders and Delivery. BRIAZZ will transmit to FFG
daily orders for Products and services to be provided by FFG. BRIAZZ and FFG
will mutually agree on required ordering and delivery times. All orders shall be
confirmed or rejected by FFG within one (1) hour of receipt of such order. FFG
will use its best efforts to confirm and provide all Products and services
ordered by BRIAZZ and will advise the specific reasons for any rejected order.
All orders shall be shipped and provided F.O.B. FFG docks of the FFG facility in
the market area in which the order is placed.

         5.       Cost and Pricing.

                  (a)      Food Production--Phase I (Transition Period). For the
         first week of production, Briazz will reimburse FFG for all operating
         costs (including moving, equipment relocation and set up costs). For
         the next one hundred twenty (120) days for Chicago and Los Angeles, and
         for the next sixty (60) days for Seattle and San Francisco (such
         periods referred herein to as the "Transition Period" for such
         applicable FFG facility), FFG will charge BRIAZZ for Products produced
         at such FFG facility based on a formula consisting of: (i) Direct
         Costs; plus (ii) a fee of ten percent (10%) of the Direct Costs. The
         term "Direct Costs" shall mean all costs incurred by FFG in producing
         the Products; provided, however, Direct Costs shall not exceed BRIAZZ's
         most recent comparable costs. BRIAZZ's most recent comparable costs
         shall be the CK operating costs (before occupancy) for BRIAZZ's two (2)
         reporting periods prior to transition to the applicable FFG facility,
         as reflected in BRIAZZ's financial statements for those

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         periods or subject to mutual agreement by the parties. Direct Costs
         shall include, but not be limited to:

                           (i)      food, product and packaging costs,
                                    including, allocation for COGS variance;

                           (ii)     direct labor costs (including benefits and
                                    taxes) associated with food production;

                           (iii)    incremental direct labor costs for related
                                    kitchen functions (e.g., clerical,
                                    storeroom, , storage and warehousing);

                           (iv)     incremental management salary costs
                                    (including benefits and taxes) for one
                                    manager (additional management may be added
                                    subject to mutual agreeement) necessary for
                                    production of BRIAZZ's products and
                                    services;

                           (v)      direct operating costs (e.g., uniforms) to
                                    be agreed upon by FFG and BRIAZZ; and

                           (vi)     incremental USDA costs.

                  (b)      Food Production--Phase II (Post-Transition Period).
         FFG will complete costing and proposed pricing for all Products and
         services to be provided to BRIAZZ from a particular FFG Facility prior
         to the expiration of the Transition Period for such facility. FFG and
         BRIAZZ will agree on prices to be charged for all Products and services
         within thirty (30) days after FFG submits such pricing to BRIAZZ, and
         these prices will replace the cost-plus arrangement in Section 5(a)
         above. The four components of pricing include:

                           (i)      food and packaging costs (adjusted for
                                    Shared Savings);

                           (ii)     direct labor costs for food production and
                                    incremental labor costs for related kitchen
                                    functions;

                           (iii)    incremental operating costs (e.g., uniforms,
                                    utilities, USDA costs); and

                           (iv)     profit.

         BRIAZZ has generated ingredient product costs ("Standard Costs") for
         all of its items. If FFG is able to produce items in accordance with
         this Agreement at a price lower than the Standard Costs, savings will
         be shared equally between BRIAZZ and FFG (the "Shared Savings"). BRIAZZ
         and FFG agree to meet at least biannually to review costs and identify
         Shared Savings.

                  (c)      Third-Party Distribution Services. For any
         third-party distribution service that BRIAZZ requests FFG to perform,
         FFG will change BRIAZZ the actual costs incurred to render such service
         plus a handling charge of five percent (5%) of the cost of the products
         handled.

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         6.       Invoicing and Payment. FFG shall issue a weekly statement
dated the last day of each weekly period summarizing all daily orders for the
week setting forth the name, quantity and cost of each item delivered and
services provided and the payment amount due. BRIAZZ shall make payment for each
weekly invoice statement within seven (7) days of invoice statement date with
respect to the Los Angeles market and within fourteen (14) days of invoice
statement date with respect to all other markets.

         7.       Quality Assurance.

                  (a)      FFG warrants that:

                           (i)      that the Products, including food articles,
                                    food ingredients, food packaging, and food
                                    labeling relating to or comprising the
                                    Products or any part thereof delivered, sold
                                    or transferred to BRIAZZ hereunder shall be
                                    in full compliance with all applicable
                                    federal statutes, rules and regulations,
                                    including, without limitation, with the
                                    Federal Food Drug and Cosmetic Act ("FDCA"),
                                    the rules and regulations promulgated from
                                    time to time by the USDA, the Fair Packaging
                                    and Labeling Act (FP& L Act), the
                                    Nutritional Labeling & Education Act (NLEA),
                                    all current and future amendments thereto,
                                    and all regulations and rules implemented
                                    thereunder now and in the future;

                           (ii)     that the Products shall be manufactured,
                                    stored and delivered, and the condiments
                                    shall be stored and delivered, in accordance
                                    with appropriate "Good Manufacturing
                                    Practices" or similar practices that may be
                                    promulgated under the aforementioned acts,
                                    amendments, regulations, rules, as
                                    applicable, and in accordance with all state
                                    laws and local health and sanitary
                                    ordinances or regulations;

                           (iii)    that the Products shall be manufactured,
                                    stored, and delivered, and the condiments
                                    shall be stored and delivered, in accordance
                                    with a Hazard Analysis of Critical Control
                                    Point ("HACCP") program (as defined below).

         As used in this Agreement, a HACCP program means a program to identify
critical control points in the production and delivery process to prevent
physical, microbiological and chemical adulteration of the Products. The
critical control points in the HACCP program must have established tolerances
and must be measured at fixed intervals. The HACCP program requires supplier to
establish and maintain reasonable written records to confirm supplier's
compliance with the program, including written instructions to supplier's agents
and employees for properly handling Products which are found to be outside the
critical control limits. These warranties shall be in addition to all other
warranties, express, implied or statutory and in addition to all obligations
contained in this Agreement. Payment for, inspection of, or receipt of the
Products shall not constitute a waiver of any breach or warranty.

                  (b)      BRIAZZ's food manager or other authorized
         representative shall have the right, upon reasonable prior notice to
         FFG, to perform quality control inspections from

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         time to time during FFG's regular business hours to determine if FFG is
         complying with the standards and procedures set forth in Section 7(a)
         above. BRIAZZ agrees that such inspections shall not unreasonably
         interfere with the operations of FFG. In the event that a Product(s)
         does not conform to the specifications or BRIAZZ's Food Safety and
         Quality Assurance Standards described in Section 7(a) above, BRIAZZ
         shall be permitted to reject all nonconforming shipments and services
         and shall be entitled to, at BRIAZZ's option, replacement Product(s) or
         reimbursements for the actual costs (including shipping and delivery
         costs) of the Product(s).

                  (c)      OTHER THAN THAT SET FORTH IN SECTION 7(a) above, FFG
         MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, EXCEPT FOR
         THE IMPLIED WARRANTY OF MERCHANTABILITY. Except as provided in Section
         10 of this Agreement, the liability of FFG for any products failing to
         meet the warranties set forth in Section 7(a) above shall be limited to
         the obligation to replace or reimburse in accordance with Section 7(b)
         above.

         8.       Trademarks and Designs. Except as set forth below, FFG shall
not, except with respect to Products manufactured for BRIAZZ pursuant to this
Agreement, use any Trademarks (as defined below) of BRIAZZ. FFG acknowledges
BRIAZZ's ownership of the Trademarks and agrees that, except as set forth below:

                  (a)      the Trademarks are the property of BRIAZZ or its
         affiliates;

                  (b)      nothing in this Agreement shall be construed as
         granting FFG any interest in the Trademarks; and

                  (c)      upon termination of this Agreement for any reason
         whatsoever, FFG shall immediately discontinue all use of the
         Trademarks.

For purposes of this Agreement, the term "Trademarks" shall mean all trademarks,
trade names, logos and/or other proprietary marks and distinctive markings
and/or designs owned by BRIAZZ or any affiliate of BRIAZZ, including without
limitation any of such items as will appear on the packaging of the Products.
Nothing contained herein shall prohibit FFG from using the same formulations,
recipes and/or ingredients for products comprising the Products for sale to the
food service industry, provided that FFG does not use the Trademarks in
connection with such products.

         9.       Representations and Warranties.

                  (a)      BRIAZZ. BRIAZZ hereby represents and warrants to FFG
         that: (i) BRIAZZ has the necessary power and authority to enter into
         this Agreement and to perform the obligations to be performed by it
         hereunder; (ii) this Agreement is valid and binding upon BRIAZZ and
         enforceable in accordance with its terms; and (iii) the execution and
         delivery of this Agreement by BRIAZZ does not and its performance will
         not violate any provisions or result in a default under any agreement,
         instrument, indenture, judgment, order, award or decree to which BRIAZZ
         is a party or is bound.

                  (b)      FFG. FFG hereby represents and warrants to BRIAZZ
         that: (i) FFG has the necessary power and authority to enter into this
         Agreement and to perform the obligations to be performed by it
         hereunder; (ii) this Agreement is valid and binding

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         upon FFG and enforceable in accordance with its terms; and (iii) the
         execution and delivery of this Agreement by FFG does not and its
         performance will not violate any provisions or result in a default
         under any agreement, instrument, indenture, judgment, order, award or
         decree to which FFG is a party or is bound.

         10.      Indemnification.

                  (a)      FFG shall protect, defend, indemnify and hold
         harmless BRIAZZ and its directors, officers, employees and agents, from
         and against any and all actions, claims, liabilities, loss, damage,
         cost or expense, including reasonable attorneys' fees, arising out of
         any claims of personal injuries or death to any person or damage to any
         property caused by contact with, use and/or consumption of any Product
         that does not meet the warranties required under this Agreement unless
         such injury, illness and/or death is caused by the negligent acts or
         omissions of BRIAZZ, its directors, officers, employees and agents. In
         the event of any third party claim arising under this indemnity, if
         tendered to FFG for defense, FFG shall have the right to conduct and
         control the defense in respect thereto, but BRIAZZ may have counsel
         present at its own expense, provided however, BRIAZZ may elect not to
         tender any third party claim for defense by FFG and may instead elect
         to defend or settle such claim. In such instance, BRIAZZ's right to
         indemnification shall be limited to proceeds, if any, received by FFG
         with respect to its Insurance (hereinafter defined) and covering such
         claim; FFG makes no warranty as to the collectibility of claims for
         Insurance on claims defended or settled by BRIAZZ, but does agree to
         cooperate with BRIAZZ in submitting claims for Insurance. BRIAZZ shall
         cooperate with FFG in defense conducted by FFG as requested by FFG and
         at FFG's expense. Prompt notice of any such claim asserted against
         BRIAZZ shall be given by BRIAZZ to FFG. BRIAZZ shall not be entitled to
         any actual or consequential damages resulting from: (i) lost sales
         caused by any adverse publicity relating to any such personal injury or
         property claim; or (ii) lost profits as a result of BRIAZZ's action or
         inaction under this Agreement, except to the extent of Insurance
         proceeds collected by FFG (or BRIAZZ as additional insured).

                  (b)      BRIAZZ shall protect, defend, indemnify and hold
         harmless FFG, its directors, officers, employees and agents from and
         against any and all actions, liability, loss, damage, cost or expense,
         including reasonable attorneys' fees, arising out of: (i) any claim
         that Products or the formulations thereof infringe any patents or such
         other rights of any third party; or (ii) any claim that the labels or
         packaging of the Products or Trademarks infringe any copyright or
         trademark of any third party; or (iii) any claim of personal injury or
         death to any person or damage to any property caused by any Product
         that meets the warranties required under this Agreement; or (iv) any
         act of negligence by BRIAZZ, which results in loss to FFG, where FFG
         was not also negligent. In the event of any third party claim arising
         under this indemnity, if tendered to BRIAZZ for defense, BRIAZZ shall
         have the right to conduct and control the defense in respect thereto,
         but FFG may have counsel present at its own expense, provided however,
         FFG may elect not to tender any third party claim to BRIAZZ for defense
         and may instead elect to defend or settle such claim. In such instance,
         FFG's right to receive indemnification shall be limited to proceeds, if
         any, received by BRIAZZ with respect to any insurance maintained by it
         and covering such claim; BRIAZZ makes no warranty as to the
         collectibility of claims for insurance or claims defended or settled by
         FFG, but does agree to cooperate with FFG in submitting such claims for
         insurance. FFG shall cooperate with

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         BRIAZZ in such defense as requested by BRIAZZ and at BRIAZZ expense.
         Prompt notice of any such claim asserted against FFG shall be given by
         FFG to BRIAZZ. FFG shall not be entitled to any consequential damages
         resulting from (1) lost sales caused by any adverse publicity relating
         to any of the foregoing claims; or (2) lost profits as a result of
         FFG's action or inaction under this Agreement, except to the extent of
         any insurance proceeds collected by BRIAZZ.

                  (c)      The remedies set forth in this Section 10 and set
         forth in Section 7(b) are the sole and exclusive remedies available to
         FFG and BRIAZZ in respect of any loss, liability, damage, cost or
         expense for any breach of their respective representations, warranties
         and covenants under this Agreement.

         11.      Insurance. During the term of this Agreement, FFG will
maintain commercial general liability insurance (including product liability and
completed operations coverage) in an amount of not less than $1,000,000 minimum
coverage per occurrence, with a general aggregate of not less than $5,000,000 of
umbrella coverage ($2,000,000 of umbrella coverage with respect to Los Angeles
market only) for all occurrences (the "Insurance"), and will name BRIAZZ as an
additional insured. FFG will promptly provide certificates of insurance
evidencing the aforesaid coverage upon request of BRIAZZ from time to time.

         12.      Termination. (a) A party may terminate this Agreement in toto
by written notice to the other under the following circumstances:

                           (i)      By the solvent party, if the other party
                                    (i.e., the "insolvent" party) permanently
                                    discontinues business or is adjudicated a
                                    bankrupt or files a voluntary petition in
                                    bankruptcy or reorganization; or

                           (ii)     By FFG upon 180 days notice to Briazz,
                                    should BRIAZZ not obtain the approval of a
                                    majority of its shareholders on or before
                                    April 30, 2003, of the issuance of the
                                    required number of shares of its common
                                    stock in connection with the conversion of
                                    shares of BRIAZZ's Series D Preferred Stock
                                    in accordance with BRIAZZ's Articles of
                                    Amendment to be filed with the Washington
                                    Secretary of State in accordance with that
                                    certain Purchase Agreement between BRIAZZ
                                    and Briazz Venture, L.L.C. dated March 5,
                                    2003.

                  (b)      A party may terminate this Agreement with respect to
a particular market area by written notice to the other under the following
circumstances:

                           (i)      By the non-defaulting party if the other
                                    party (i.e. the "defaulting party") shall
                                    make or suffer to exist any breach or
                                    default on its part under the provisions of
                                    this Agreement with respect to a particular
                                    market area, and if such breach is capable
                                    of a cure, such breach or default shall
                                    continue unremedied for thirty (30) days
                                    after written notice thereof given by the
                                    other party hereto; or

                           (ii)     By BRIAZZ with respect a particular market
                                    area if FFG, within sixty (60) days
                                    following occurrence of a Force Majeure
                                    Event (as defined in Section 15 below), is
                                    not able to resume production of

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                                    the Products, either directly or by
                                    outsourcing to a third party, subject to
                                    FFG's supervision until normal operation can
                                    be resumed by FFG.

         13.      Rights Following Termination. From and after the effective
date of any termination of this Agreement, neither of the parties hereto shall
have any further rights, privileges or obligations hereunder, except that:

                  (a)      Such termination shall not relieve the parties of any
         liability incurred prior to the effective date of such termination; and

                  (b)      Such termination shall not affect the continued
         operation or enforcement of the obligations set forth in Section 10,
         which shall survive the termination or expiration of this Agreement.

                  (c)      BRIAZZ shall purchase from FFG any remaining
         packaging materials or ingredients unique to the Products (all at FFG's
         cost on "FIFO" basis) and finished Products at the then current pricing
         on or before the termination date.

         14.      Relationship of Parties. The relationship of FFG to BRIAZZ
shall be that of an independent contractor, and this Agreement shall in no way
constitute or give rise to a partnership, agency or joint venture between the
parties. FFG shall have no authority to incur any liabilities or obligations
whatsoever on behalf of BRIAZZ except as expressly stated herein. FFG shall not
acquire any rights whatsoever to the confidential material or to any patents,
Trademarks or trade names of BRIAZZ except as expressly stated hereunder. BRIAZZ
has no right to exercise any control over any of FFG's employees, who shall be
entirely under the control and direction of FFG. The operation of the designated
manufacturing plants, and all machinery and other equipment employed by FFG in
conjunction with the performance of its obligations hereunder, shall be subject
to the sole control and responsibility of FFG.

         15.      Force Majeure. Subject to Section 12(b) above, neither party
shall be liable for any delay in delivery or any other failure to perform its
obligations hereunder, if such delay or failure is caused by any of the
following (each a "Force Majeure Event"): acts of the other party; acts of God;
acts of third parties contracting with the other party for other equipment or
materials; war (declared or undeclared); strikes, riots, civil disturbances or
unrest; destruction of plant or facilities; or other causes similar of
dissimilar beyond the reasonable control of such party.

         16.      Miscellaneous Terms.

                  (a)      Governing Law. This Agreement is made in, and shall
         be governed by, and enforced in accordance with the laws of the State
         of Illinois without reference to its conflict of laws provisions.

                  (b)      Assignment; Binding Agreement. This Agreement may not
         be assigned by any party hereto without the prior written consent of
         the other party, provided however, in the event of the sale of all or
         substantially all of the assets of the party or a merger in which such
         party is not the surviving entity, this Agreement may be assigned to
         the purchaser of such assets or the surviving entity to such merger
         provided that: (i) the assignee enters into an assignment and
         assumption on terms reasonably satisfactory to the

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         non-assigning party, whereby the assignee agrees to assume all
         obligations hereunder of the assignor; and (ii) the assignee has a net
         worth greater than or equal to that of the assignor as of the date
         immediately prior to the assignment, or the assignor and its successors
         in interest remain liable for the assignee's ongoing obligations
         hereunder. This Agreement shall be binding upon and inure to the
         benefit of the respective successors and permitted assigns of the
         parties. Nothing in this Agreement, expressed or implied, is intended
         or shall be construed to confer upon any person other than the parties
         and successors and permitted assigns any right, remedy or claim under
         or by reason of this Agreement.

                  (c)      Entire Agreement. This Agreement, the exhibits and
         the other documents delivered hereto constitute the entire
         understanding of the parties with respect to the subject matter hereof
         and may be modified only by an agreement in writing signed by the other
         party.

                  (d)      Severability. Whenever possible, each provision of
         this Agreement shall be interpreted in such a manner as to be effective
         and valid under applicable law. If any provision of this Agreement
         shall be unenforceable or invalid under such law, such provision shall
         be ineffective only to the extent and for the duration of such
         enforceability or invalidity, and the remaining substance of such
         provision and all other remaining provisions of this Agreement shall
         continue to be binding and in full force and effect.

                  (e)      Waiver of Breach. No waiver of a breach of any
         provision of this Agreement by any party shall be effective unless made
         expressly in writing and no such waiver shall constitute or be
         construed as a waiver by such party of any future breach of the same or
         any other provisions of this Agreement.

                  (f)      Counterparts. This Agreement may be executed and
         delivered in two or more counterparts, whether by original, photocopy
         or facsimile, each of which shall be an original document and all of
         which together shall constitute a single binding agreement.

                  (g)      Notice. Any notice required hereunder shall be deemed
         given if in writing and delivered to the other party at its last known
         address, either by transmitting via facsimile at its facsimile
         telephone number, or three (3) days after deposit in the U.S. mail,
         postage prepaid and addressed to the party; provided however, that any
         notice of default or of termination hereunder shall be deemed given
         only if in writing and delivered to the party entitled to notice,
         either by personal delivery, Federal Express or other nationally
         recognized courier service or certified or registered mail, postage
         prepaid, return receipt requested and addressed to:

         IF TO BRIAZZ, TO:                      WITH A COPY TO:
         Briazz, Inc.                           Dorsey & Whitney LLP
         3901 7th Avenue South, #200            1420 Fifth Avenue, Suite 3400
         Seattle, Washington 98108              Seattle, Washington 98101
         Attention: Chief Executive Officer     Attention:  Kimberley R.
                                                            Anderson, Esq.
         Facsimile: (206) 467-1970              Facsimile:  (206) 903-8820

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         IF TO FFG, TO:                         WITH A COPY TO:
         Flying Food Group, L.L.C.              Shefsky & Froelich Ltd.
         212 North Sangamon, Suite 1-A          444 North Michigan Avenue-Suite
                                                2500
         Chicago, Illinois 60607                Chicago, IL 60611
         Attention: Chief Executive Officer     Attention: Michael J. Choate
         Facsimile: (312) 243-5088              Facsimile: 312-527-5921

         or to such other address and/or such other counsel as the parties may
         designate from time to time.

                  (h)      Affiliates. The term "affiliate" shall have the same
         meaning as set forth under Rule 405 promulgated under the Securities
         Act of 1933, as amended. The parties agree that they shall take no
         action either directly or indirectly, through affiliates or otherwise,
         intended to circumvent the purpose or intent of this Agreement, which
         calls for FFG to be the exclusive supplier of Products to BRIAZZ during
         the term of this Agreement.

                  (i)      Captions. The captions and numbers of the various
         sections hereof are included for convenience of reference only and do
         not in any way affect the meaning or interpretation of the substantive
         provisions hereof.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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

FLYING FOOD GROUP, L.L.C., a              BRIAZZ, INC., a Washington corporation
Delaware limited liability company

By:  ________________________________      By:  ________________________________
Its: ________________________________      Its: ________________________________

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