First Amendment to Intercreditor Agreement


Exhibit 10.56


FIRST AMENDMENT TO

INTERCREDITOR AGREEMENT


THIS FIRST AMENDMENT TO THE INTERCREDITOR AGREEMENT (this
“Amendment”) is made as of December 10, 2003, by and between BRIAZZ, INC., a Washington corporation (the
“Company”), and Deutsche Bank London Ag, acting through DB Advisors LLC, a limited liability company,
Briazz Venture, L.L.C., Spinnaker Investments Partners, L.P., Laurus Master Fund Ltd, Delafield Hambrecht, Inc. and Flying Food
Group LLC (collectively, the “Creditors” and sometimes collectively with the Company, the
“Parties”).  Any capitalized term not defined herein shall have the meaning given it in the
Intercreditor Agreement between the Company and the Creditors dated August 1, 2003 (the “Agreement”)
unless otherwise noted.


RECITALS


Whereas,


	

The Company and the Creditors are parties to the Agreement; and


  
	

To induce DB and certain other investors (collectively, the “Investors”) to provide
additional funding to the Company, the Company and the Creditors desire to amend the Agreement, pursuant to Section 4.3 of the
Agreement, to add certain notes (the “Notes”) issued to DB pursuant to a Securities Purchase Agreement
dated December 10, 2003 between the Company and DB (the “November Agreement”) and such similar securities
purchase agreements as shall be executed and delivered by other Investors at subsequent closings to the obligations covered by the
Agreement.


  



NOW, THEREFORE, the Parties in consideration of the value to the Parties of this Amendment
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree as
follows:


AGREEMENT


1.        Amendment of Recitals.  The Agreement is hereby amended to add the Notes to be issued to the Investors by amending
and restating the Recital C in its entirety to read:



  

“C.       Borrower (i) has entered into a Securities
Purchase Agreement with DB, Briazz Venture, Spinnaker and Delafield (the “Purchasers”) in connection with
the issuance of $6.0 million of non-convertible promissory notes (the “Series F Notes”) and shares of
Series F Preferred Stock (the “Series F Financing”) and (ii) proposes to issue additional non-convertible
promissory notes (the “Series G Notes” and collectively with the Series F Notes, the “DB
Notes”) and associated shares of Series G Preferred Stock to DB and certain other investors in one or more subsequent
closings (such issuances, collectively with the Series F Financing, the “DB Financing”).  The DB
Notes and the obligations under the Food Production Agreement will be secured by a security interest in certain collateral (all
such collateral, the “Collateral”) under the terms of the Security Agreement entered into as of the date
of closing of the Series F Financing, as subsequently amended pursuant to the DB Financing (the “DB Security
Agreement”).  Such security interest in the Collateral is referred to as the “DB Security
Interest” and all documents and instruments executed by the Borrower in connection with the DB Financing are referred
to as the “DB Documents””


  



 




2.        Amendment of Agreement.  Section 4.3 of the Agreement is hereby amended and restated in its entirety to read:




“4.3      Amendment.  This Agreement may not be
modified or amended except by the written agreement of the parties.  No attempted waiver of any provision of this Agreement
shall be binding unless in writing and signed by the party to be bound.  Notwithstanding the foregoing, the Agreement may be
amended to add additional investors in the DB Financing from time to time by execution of a counterpart signature page
hereto.” 





3.        Remainder of Agreement Unaffected.  Except to the extent expressly stated herein, the Agreement shall remain in
full force and effect as written. 


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


5.         Facsimile and Counterpart Signature
Pages.  This Amendment may be executed by facsimile and in one or more counterparts, each of which counterparts will be
deemed to be an original and all of which, which taken together, will be deemed to constitute one in the same
agreement. 


[Signature Page to Amendment Follows]


 
 

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            IN WITNESS WHEREOF, the
Company and DB have executed and delivered this Amendment as of the first date written above.





	 	THE COMPANY:BRIAZZ,
    INC.


Signature:_________________________

Name:____________________________

Title:_____________________________


    


  

 

 

 

 

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     	CREDITORS:Deutsche Bank London AG, acting through

    DB Advisors, LLC, as Administrative Agent


Signature:_________________________

Name:____________________________

Title:_____________________________


 


Briazz Venture, L.L.C.


Signature:_________________________

Name:____________________________

Title:_____________________________


 


Spinnaker Investment Partners, L.P.


Signature:_________________________

Name:____________________________

Title:_____________________________


 


Flying Food Group, LLC


Signature:_________________________

Name:____________________________

Title:_____________________________


 


Delafield Hambrecht, Inc.


Signature:_________________________

Name:____________________________

Title:_____________________________



 


Laurus Master Fund, Ltd.


Signature:_________________________

Name:____________________________

Title:_____________________________


    


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