Exhibit 10.1


AMENDMENT NO. 2


(dated as of
November 3, 2006)


to


AGREEMENT
AND PLAN OF MERGER


dated as of


March 17, 2006


among


BOSTON RESTAURANT ASSOCIATES, INC.


DOLPHIN DIRECT
EQUITY PARTNERS, LP


and


BRAIDOL ACQUISITION CORP



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AMENDMENT NO. 2

to

AGREEMENT AND PLAN OF MERGER


AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER dated
as of November 3, 2006 (the “Amendment”)
among BOSTON RESTAURANT ASSOCIATES, INC., a Delaware corporation (the “Company”), DOLPHIN DIRECT EQUITY PARTNERS,
LP, a Delaware limited partnership (“Parent”),
and BRAIDOL ACQUISITION CORP., a Delaware corporation (“Merger Subsidiary”).


WHEREAS, the parties have entered into that certain
Agreement and Plan of Merger dated as of March 17, 2006, as amended pursuant to
Amendment No.1 to the Agreement and Plan of Merger dated as of August 15, 2006
(as amended, the “Merger Agreement”)
pursuant to which the Parent, the Merger Subsidiary and the Company have agreed
to merge Merger Subsidiary and the Company, upon the terms and subject to the
conditions set forth therein (the “Merger”);
and


WHEREAS, the parties have agreed to amend certain
terms of the Merger Agreement;


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


SECTION
1.  End Date.  Section 9.1(b)(i) of the Merger Agreement is
hereby amended in its entirety to be “the Merger has not been consummated on or
before December 15, 2006 (the “End Date”)”
with no other changes in such Section or elsewhere in the Merger Agreement
pursuant to this Section 1.


SECTION
2.  Governing Law.  This Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware.


SECTION
3.  Jurisdiction.  The parties agree that any suit, action or
proceeding seeking to enforce any provision of, or based on any matter arising
out of or in connection with, this Amendment or the transactions contemplated
hereby shall be exclusively brought in any federal court located in the State
of Delaware or any Delaware state court, and each of the parties hereby
irrevocably consents to the jurisdiction of such courts (and of the appropriate
appellate courts therefrom) in any such suit, action or proceeding and irrevocably
waives, to the fullest extent permitted by law, any objection that it may now
or hereafter have to the laying of the venue of any such suit, action or
proceeding in any such court or that any such suit, action or proceeding
brought in any such court has been brought in an inconvenient forum.  Process in any such suit, action or
proceeding may be served on any party anywhere in the world, whether within or
without the jurisdiction of any such court. 
Without limiting the foregoing, each party agrees that service of
process on such party as provided in Section 10.1 of the Merger Agreement shall
be deemed effective service of process on such party.


SECTION
4.  WAIVER OF JURY
TRIAL.  EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.









 



SECTION
5.  Counterparts;
Effectiveness.  This Amendment may be
signed in any number of counterparts, each of which shall be an original, with
the same effect as if the signatures thereto and hereto were upon the same
instrument. This Amendment shall become effective when each party hereto shall
have received counterparts hereof signed by all of the other parties hereto.


SECTION
6.  Entire
Agreement.  This Amendment, the Merger
Agreement and the Confidentiality Agreement (as defined in the Merger
Agreement) constitute the entire agreement between the parties with respect to
the subject matter of this Amendment and supersede all prior agreements and
understandings, both oral and written, between the parties with respect to the
subject matter of this Amendment.


SECTION
7.  Captions.  The captions herein are included for
convenience of reference only and shall be ignored in the construction or
interpretation hereof.


SECTION
8.  Severability.  If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment shall remain in
full force and effect and shall in no way be affected, impaired or invalidated
so long as the economic or legal substance of the transactions contemplated
hereby is not affected in any manner materially adverse to any party.  Upon such a determination, the parties shall
negotiate in good faith to modify this Amendment so as to effect the original
intent of the parties as closely as possible in an acceptable manner so that
the transactions contemplated hereby be consummated as originally contemplated
to the fullest extent possible.


[The next page is
the signature page]



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IN WITNESS
WHEREOF, the parties hereto have caused this Amendment No. 2 to Agreement and
Plan of Merger to be duly executed by their respective authorized officers as
of the day and year first above written.


	
   

  	
  BOSTON RESTAURANT
  ASSOCIATES,

  	 

	 
	
   

  	
  INC.

  
	 
	
   

  	
   

  
	 
	
   

  	
   

  
	 
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	 

	 
	
   

  	
  Title:

  
	 
	
   

  	
   

  
	 
	
   

  	
   

  
	 
	
   

  	
  DOLPHIN DIRECT
  EQUITY PARTNERS,

  
	 
	
   

  	
  LP

  
	 
	
   

  	
   

  
	
   

  	
  By:

  	
  Dolphin Advisors, LLC

  	 

	 
	
   

  	
   

  	
  its managing general partner

  
	 
	
   

  	
   

  	
   

  
	 
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
  Name: Carlos P.
  Salas

  	 

	 
	
   

  	
  Title: Authorized
  Signatory

  
	 
	
   

  	
   

  
	 
	
   

  	
   

  
	 
	
   

  	
  BRAIDOL ACQUISITION
  CORP.

  
	 
	
   

  	
   

  
	 
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	 

	
   

  	
  Name: Carlos P.
  Salas

  	 

	 
	
   

  	
  Title: President

  
							



 



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