**Exhibit 10.15**

** **

**NOTE**

**(Term)**

 
| $1,500,000 |   | April 14, 2005 |
|------------|--------|---------------------|

 

1.                                       ***Promise to pay***.  For value received, Boston RestaurantAssociates, Inc., a Delaware corporation with offices in Saugus,Massachusetts (“Borrower”), promises to pay to Commerce Bank & TrustCompany, a Massachusetts trust company with offices in Worcester, Massachusetts(“Lender”), or order, in four (4) years, with interest as provided in thisnote, the principal sum of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1,500,000).

 

2.                                       ***Loan Agreement***.  This note evidences a loan made by Lenderpursuant to a certain Loan Agreement of even date among Lender, Borrower, and theTrustee of BRA Nominee Trust (“Loan Agreement”).

 

3.                                       ***Payments***.

 

a.                                       *Time, number, and source of payments*.  Borrower shall make forty-eight (48)consecutive monthly payments.  The firstsuch payment shall be made one month after the date of this note, and eachsubsequent payment shall be made on the same day of each succeeding month.  Borrower shall make the final payment on thisnote on the fourth anniversary of the date of this note.

 

b.                                      *Payment amounts.*

 

(1)                                  *Forty-seven (47) payments of interest and principal.* Each of the first forty-seven (47) paymentsshall include interest and principal.  Exceptas provided in paragraph 3b(2), below, each such payment shall be in the amountthat is necessary to repay the face amount of this note in full, in forty-eight(48) equal consecutive monthly installments of principal and interest, withinterest at the then-applicable rate determined under paragraph 4a of thisnote.  The amount of such monthlyinstallment payments shall be adjusted as needed to account for any change thatis made in the interest rate pursuant to paragraph 4a.

 

(2)                                  Oneach occasion when Borrower makes a principal prepayment in an amount of$100,000 or more, the remaining monthly payments prescribed by paragraph 3b(1),above, shall be reduced to the amount that is necessary to repay the then-outstandingprincipal balance of this note in full, in the number of months then remaining inthe term of this note, in equal consecutive monthly installments of principaland interest at the then-applicable rate determined under paragraph 4a of this note.  The amount of such monthly installment paymentsshall be adjusted as needed to account for any change that is made in the interestrate pursuant to paragraph 4a.

 

(3)                                  *Final payment. *Thefinal payment shall equal the sum of (a) all outstanding principal, plus (b) allinterest accrued and unpaid.

 

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c.                                       *Place of payment*. Payments shall be made to Lender at its offices at 390 Main Street,Worcester, Massachusetts, or at such other place as is designated in writing byLender.

 

d.                                      *Application of payments*. Payments shall be applied first to any late payment charges, then tointerest, then to principal.

 

e.                                       *Prepayment. *  Borrower may prepay this note in whole or inpart at any time without penalty unless any portion of the monies used for theprepayment is derived directly or indirectly from a loan made by a party otherthan Lender; in that case, Borrower’s prepayment shall be accompanied by anadditional payment calculated as follows:

 
| ** ** | **Year of  Prepayment**      | ** ** | **Additional Payment**                          |
|------------|------------------------------|------------|-------------------------------------------------|
|       |                         |       |                                            |
|       | First year after  note date  |       | Four percent  (4%) of outstanding principal;    |
|       | Second year  after note date |       | Three percent  (3%) of outstanding principal;   |
|       | Third year after  note date  |       | Two percent (2%)  of outstanding principal; and |
|       | Fourth year  after note date |       | One percent (1%)  of outstanding principal.     |

 

f.                                         *Manner of payment.* All payments shall be made in lawful money of the United States ofAmerica in immediately available funds.

 

g.                                      *Autocharge*.  Eachpayment shall be made by Lender’s withdrawal of the amount due from anautocharge account established by Borrower pursuant to the Loan Agreement.

 

h.                                      *Business days*.  Anypayment which falls due on a date which is not a Business Day shall be due onthe next Business Day.  A “Business Day”is one on which Lender’s offices are open for business in Worcester,Massachusetts.

 

4.                                       ***Interest.***

 

a.                                       *Rate*.    The annualrate of interest on the outstanding principal balance of this note shall be a continuouslyvariable rate equal to the sum of (i) Lender’s Base Rate, as changed fromtime to time, and (ii) two percent (2.0%).

 

b.                                      *Lender’s Base Rate*. The term “Lender’s Base Rate” means the national prime interest ratedesignated as such in the *Wall Street Journal*.  If such a rate ceases to be published, thenLender shall select a substitute, and any selection made in good faith byLender shall be final and binding upon Borrower.

 

c.                                       *Calculation*.  Interestshall be calculated on the actual number of days elapsed over a year assumed tohave 360 days.

 

d.                                      *Default***.**  Notwithstanding the provisions of paragraph4a, at Lender’s election after any Event of Default (defined below) the annualrate of interest on the outstanding principal 

 

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balance shall become acontinuously variable rate equal to the sum of (i) Lender’s Base Rate,plus (ii) four percent (4.0%).

 

e.                                       *Limitation*.  If at anytime the rate of interest established by this note exceeds the maximumpermitted by law, then (a) any excess interest previously paid by Borrowershall be reallocated to the reduction of the principal balance and (b) therate of interest with respect to future payments shall be reduced to suchmaximum during any period in which the rate as otherwise calculated wouldexceed such maximum.

 

5.                                       ***Security***.  This note is secured by (i) aMulti-Party Security Agreement of even date among Lender, Borrower, andnumerous subsidiaries of Borrower (“Security Agreement”) and by the otherdocuments that in the Loan Agreement are classified as “Loan Documents.”  Throughout this note the terms “LoanAgreement,” “Security Agreement,” and “Guaranty Agreement” (defined below)shall include all amendments, restatements, and replacements, and the term “LoanDocuments” shall be construed in accordance with the applicable provisions ofthe Loan Agreement, as it may be amended.

 

6.                                       ***Acceleration*.**  At Lender’s election the entire outstandingbalance of principal and accrued interest shall become immediately due andpayable upon notice to Borrower of Lender’s exercise of this election followingany Event of Default.  An “Event ofDefault” shall be any of the following:

 

(a)                                  Borrower’sfailure to make any payment due on this note on the date the payment is due,

 

(b)                                 Anycircumstance or occurrence that constitutes an “Event of Default” as defined inany present or future note that evidences any indebtedness of Borrower toLender;

 

(c)                                  Anycircumstance or occurrence that constitutes an “Event of Default” as defined inthe Loan Agreement, the Security Agreement, the Guaranty Agreement, or any ofthe other Loan Documents,

 

(d)                                 Theinstitution of any bankruptcy or insolvency proceeding by Borrower or anyguarantor of this note,

 

(e)                                  Thependency for more than forty-five (45) days of any bankruptcy or insolvencyproceeding against Borrower or any guarantor of this note,

 

(f)                                    Anycomposition or assignment for the benefit of creditors by Borrower or anyguarantor of this note,

 

(g)                                 Thependency for more than forty-five (45) days of any receivership proceedingagainst Borrower or any guarantor of this note, or

 

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(h)                                 Anycircumstance or occurrence that constitutes an “Event of Default” as defined in(i) a certain Multi-Party Guaranty Agreement of even date among Lender,Borrower, Borrower’s subsidiaries, and the Trustee of BRA Nominee Trust (“GuarantyAgreement”), or in (ii) any mortgage, assignment, or other instrument thatsecures such Multi-Party Guaranty Agreement.

 

Lender’swaiver of the foregoing election in one or more instances shall not constitutea waiver of the election in any other instance, and no delay or forbearance byLender in exercising such election shall constitute a waiver.  No waiver by Lender shall be valid unlessmade in writing, and no waiver granted by Lender on one or more occasions shalloblige Lender to grant a waiver on any subsequent occasion.

 

7.                                       ***Costs of Collection***.  Following (a) any acceleration thatoccurs pursuant to paragraph 6 of this note or (b) Borrower’s failure topay this note at maturity, Borrower agrees to pay on demand all costs andexpenses, including reasonable professional fees and reasonable attorneys’fees, incurred by Lender (i) in collecting amounts due under this note, (ii) inenforcing its rights under this note, the Loan Agreement, the SecurityAgreement, or any of the other Loan Documents, or (iii) in participatingin any capacity or capacities in any bankruptcy case or adversary proceeding inwhich Borrower is a debtor.

 

8.                                       ***Waivers***.  Borrower and all endorsers and guarantors ofthis note waive all rights to presentment, dishonor, notice of dishonor, andprotest.

 

9.                                       ***Set off***.  Any deposits or other sums at any time creditedby or due from Lender to Borrower, or to any endorser or guarantor of thisnote, and any securities or other property of Borrower or any such endorser orguarantor at any time in the possession of Lender may at all times be held andtreated as collateral for the payment of this note and any and all otherliabilities (direct or indirect, absolute or contingent, sole, joint, orseveral, secured or unsecured, due or to become due, now existing or hereafterarising) of Borrower to Lender. Regardless of the adequacy of collateral, Lender may apply or set offsuch deposits or other sums against such liabilities at any time after an Eventof Default in the case of Borrower, but only with respect to maturedliabilities in the case of endorsers and guarantors unless otherwise providedin a written agreement with such endorsers or guarantors.

 

10.                                 ***Replacement of original note.***  Upon receipt of an affidavit and indemnity byLender as to the loss, theft, destruction, or mutilation of this note, Borrowershall issue a replacement note identical to this instrument.

 

11.                                 ***Lender’s right to pledge note.***  At any time Lender may pledge all or anyportion of its rights under this note to any Federal Reserve Bank.

 

12.                                 ***Participation agreements.***  From time to time Lender may grant to one ormore banks or other financial institutions participating interests in theindebtedness evidenced by this note.

 

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13.                                 ***Miscellaneous***.  This note may not be modified, extended, orotherwise changed except by a written instrument signed by Lender andBorrower.  This note shall be bindingupon Borrower’s successors and assigns. Because this note has been negotiated and signed in Massachusetts as anintegral part of a Massachusetts loan transaction, and because the parties haverelied upon the applicability of the substantive law of the Commonwealth ofMassachusetts, this note shall be construed and enforced in accordance with theinternal laws of the Commonwealth of Massachusetts, disregarding any law ordoctrine that might dictate application of the law of another state.  All remedies specified in this note arecumulative, and no such remedies shall be considered to impair or preclude anyother remedies available to Lender by law or by agreement.

 

14.                                 ***JURY WAIVER*.  BORROWER IRREVOCABLY WAIVES ITS RIGHT TOTRIAL BY JURY IN ANY ACTION INVOLVING THIS NOTE OR THE DEBT WHICH THIS NOTEEVIDENCES.**

 

15.                                 ***Debentures***.  The indebtedness evidenced by this note issuperior in right of payment to all debentures issued by Borrower, includingwithout implied limitation those identified on the list attached to this noteas Schedule 1.

 

Signedas a sealed instrument.

 
| WITNESS: |   |                                     |
|----------|--------|------------------------------------------|
|     |   | Boston  Restaurant Associates, Inc. |
|     |   |                                     |
|     |   |                                     | By: |   |   |
|     |   | George R.  Chapdelaine, President and    |
|     |   | Chief Executive  Officer                 |
|          |        |                                          |  |  |  |

 

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**NOTE**

**(mortgage)**

** **
| $800,000.00 |   | April 14, 2005 |
|-------------|--------|---------------------|

 

1.                                       ***Promise to pay***.  For value received, George R. Chapdelaine,not individually but as Trustee of BRA Nominee Trust u/d/t dated January 23,1991, recorded with the Suffolk County Registry of Deedsin Book 16684, Page 20,and filed with the Suffolk Registry District of the Land Court as Document No. 472988,(“Borrower”), promises to pay to Commerce Bank & Trust Company, aMassachusetts trust company with offices in Worcester, Massachusetts (“Lender”),or order, in five (5) years,  withinterest as provided in this note, the principal sum of EIGHT HUNDRED THOUSANDDOLLARS ($800,000.00).

 

2.                                       ***Loan Agreement***.  This note evidences a loan made by Lenderpursuant to a certain Loan Agreement of even date (“Loan Agreement”) amongLender, Borrower, and Boston Restaurant Associates, Inc. (“BRAI”).

 

3.                                       ***Payments***.

 

a.                                       *Time, number, and source of payments*.  Borrower shall make sixty (60) consecutivemonthly payments.  The first such paymentshall be made one month after the date of this note, and each subsequentpayment shall be made on the same day of each succeeding month.  Borrower shall make the final payment on thisnote on the fifth anniversary of the date of this note.

 

b.                                      *Payment amounts.*

 

(1)                                  *Fifty-nine (59)  payments ofinterest and principal.* Eachof the first fifty-nine (59) payments shall include interest andprincipal.  Except as provided inparagraph 3b(2), below, each such payment shall be in the amount that isnecessary to repay the face amount of this note in full, in two hundred forty(240) equal consecutive monthly installments of principal and interest, withinterest at the then-applicable rate determined under paragraph 4a of thisnote.  The amount of such monthlyinstallment payments shall be adjusted as needed to account for any change thatis made in the interest rate pursuant to paragraph 4a.

 

(2)                                  Oneach occasion when Borrower makes a principal prepayment in an amount of $100,000or more, the remaining monthly payments prescribed by paragraph 3b(1), above,shall be reduced to the amount that is necessary to repay the then-outstandingprincipal balance of this note in full, in that number of months which equalsthe difference between (i) two hundred forty (240) and (ii) thenumber of monthly payment dates that have passed since the date of this note,in equal consecutive monthly installments of principal and interest at thethen-applicable rate determined under paragraph 4a of this note.  The amount of such monthly installmentpayments shall be adjusted as needed to account for any change that is made inthe interest rate pursuant to paragraph 4a.

 

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(3)                                  *Final payment. *Thefinal payment shall be a balloon payment equal to the sum of (a) alloutstanding principal, plus (b) all interest accrued and unpaid.  Borrower acknowledges that Lender has noobligation to renew or extend this note.

 

c.                                       *Place of payment*. Payments shall be made to Lender at its offices at 390 Main Street, Worcester,Massachusetts, or at such other place as is designated in writing by Lender.

 

d.                                      *Application of payments*. Payments shall be applied first to any late payment charges, then tointerest, then to principal.

 

e.                                       *Prepayment.*   Borrower may prepay this note in whole or inpart at any time without penalty unless any portion of the monies used for theprepayment is derived directly or indirectly from a loan made by a party otherthan Lender; in that case, Borrower’s prepayment shall be accompanied by an additionalpayment calculated as follows:

 
| ** ** | **Year of  Prepayment**      | ** ** | **Additional Payment**                          |
|------------|------------------------------|------------|-------------------------------------------------|
|       |                         |       |                                            |
|       | First year after  note date  |       | Five percent  (5%) of outstanding principal;    |
|       | Second year  after note date |       | Four percent  (4%) of outstanding principal;    |
|       | Third year after  note date  |       | Three percent  (3%) of outstanding principal;   |
|       | Fourth year  after note date |       | Two percent (2%)  of outstanding principal; and |
|       | Fifth year after  note date  |       | One percent (1%)  of outstanding principal.     |

 

f.                                         *Manner of payment.* All payments shall be made in lawful money of the United States ofAmerica in immediately available funds.

 

g.                                      *Autocharge*.  Eachpayment shall be made by Lender’s withdrawal of the amount due from anautocharge account established by Borrower pursuant to the Loan Agreement.

 

h.                                      *Business days*.  Anypayment which falls due on a date which is not a Business Day shall be due onthe next Business Day.  A “Business Day”is one on which Lender’s offices are open for business in Worcester,Massachusetts.

 

4.                                       ***Interest.***

 

a.                                       *Rate*.    The annualrate of interest on the outstanding principal balance of this note shall be afixed rate of seven percent (7.0%).

 

b.                                      *Calculation*.  Interestshall be calculated on the actual number of days elapsed over a year assumed tohave 360 days.

 

c.                                       *Default***.**  Notwithstanding the provisions of paragraph4a, at Lender’s election after any Event of Default (defined below) the annualrate of interest on the outstanding principal balance shall become acontinuously variable rate equal to the sum of (i) Lender’s Base Rate, 

 

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plus (ii) fourpercent (4.0%).   The term “Lender’s BaseRate” means the national prime interest rate designated as such in the *Wall Street Journal*. If such a rate ceases to be published, then Lender shall select asubstitute, and any selection made in good faith by Lender shall be final andbinding upon Borrower.

 

d.                                      *Limitation*.  If at anytime the rate of interest established by this note exceeds the maximumpermitted by law, then (a) any excess interest previously paid by Borrowershall be reallocated to the reduction of the principal balance and (b) therate of interest with respect to future payments shall be reduced to suchmaximum during any period in which the rate as otherwise calculated wouldexceed such maximum.

 

5.                                       ***Security***.  This note is secured by a mortgage of evendate granted to Lender by Borrower (“Mortgage”) and by the other documents thatin the Loan Agreement are classified as “Loan Documents.”  Throughout this note the terms “LoanAgreement,” “Mortgage,” and “Guaranty Agreement” (defined below) shall includeall amendments, restatements, and replacements, and the term “Loan Documents”shall be construed in accordance with the applicable provisions of the LoanAgreement.

 

6.                                       ***Acceleration*.**  At Lender’s election the entire outstandingbalance of principal and accrued interest shall become immediately due andpayable upon notice to Borrower of Lender’s exercise of this election followingany Event of Default.  An “Event ofDefault” shall be any of the following:

 

(a)                                  Borrower’sfailure to make any payment due on this note on the date the payment is due,

 

(b)                                 Anycircumstance or occurrence that constitutes an “Event of Default” as defined inany present or future note that evidences any indebtedness of Borrower toLender;

 

(c)                                  Anycircumstance or occurrence that constitutes an “Event of Default” as defined inthe Loan Agreement, the Mortgage, the Guaranty Agreement, or any of the otherLoan Documents,

 

(d)                                 Theinstitution of any bankruptcy or insolvency proceeding by Borrower or anyguarantor of this note,

 

(e)                                  Thependency for more than forty-five (45) days of any bankruptcy or insolvencyproceeding against Borrower or any guarantor of this note,

 

(f)                                    Anycomposition or assignment for the benefit of creditors by Borrower or anyguarantor of this note,

 

(g)                                 Thependency for more than forty-five (45) days of any receivership proceedingagainst Borrower or any guarantor of this note, or

 

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(h)                                 Anycircumstance or occurrence that constitutes an “Event of Default” as defined in(i) a certain Multi-Party Guaranty Agreement of even date among Lender,Borrower, BRAI, and numerous corporations affiliated with BRAI (“GuarantyAgreement”), or in (ii) any security agreement or other instrument thatsecures such Multi-Party Guaranty Agreement.

 

Lender’swaiver of the foregoing election in one or more instances shall not constitutea waiver of the election in any other instance, and no delay or forbearance byLender in exercising such election shall constitute a waiver.  No waiver by Lender shall be valid unlessmade in writing, and no waiver granted by Lender on one or more occasions shalloblige Lender to grant a waiver on any subsequent occasion.

 

 7.                                    ***Costs of Collection***.  Following (a) any acceleration thatoccurs pursuant to paragraph 6 of this note or (b) Borrower’s failure topay this note at maturity, Borrower agrees to pay on demand all costs andexpenses, including reasonable professional fees and reasonable attorneys’fees, incurred by Lender (i) in collecting amounts due under this note, (ii) inenforcing its rights under this note, the Loan Agreement, the Mortgage, or anyof the other Loan Documents, or (iii) in participating in any capacity or capacitiesin any bankruptcy case or adversary proceeding in which Borrower is a debtor.

 

8.                                       ***Waivers***.  Borrower and all endorsers and guarantors ofthis note waive all rights to presentment, dishonor, notice of dishonor, andprotest.

 

9.                                       ***Set off***.  Any deposits or other sums at any timecredited by or due from Lender to Borrower, or to any endorser or guarantor ofthis note, and any securities or other property of Borrower or any suchendorser or guarantor at any time in the possession of Lender may at all timesbe held and treated as collateral for the payment of this note and any and allother liabilities (direct or indirect, absolute or contingent, sole, joint, orseveral, secured or unsecured, due or to become due, now existing or hereafterarising) of Borrower to Lender. Regardless of the adequacy of collateral, Lender may apply or set offsuch deposits or other sums against such liabilities at any time after an Eventof Default in the case of Borrower, but only with respect to maturedliabilities in the case of endorsers and guarantors unless otherwise providedin a written agreement with such endorsers or guarantors.

 

10.                                 ***Replacement of original note.***  Upon receipt of an affidavit and indemnity byLender as to the loss, theft, destruction, or mutilation of this note, Borrowershall issue a replacement note identical to this instrument.

 

11.                                 ***Lender’s right to pledge note.***  At any time Lender may pledge all or anyportion of its rights under this note to any Federal Reserve Bank.

 

12.                                 ***Participation agreements.***  From time to time Lender may grant to one ormore banks or other financial institutions participating interests in theindebtedness evidenced by this note.

 

13.                                 ***Miscellaneous***.  This note may not be modified, extended, orotherwise changed except by a written instrument signed by Lender andBorrower.  This note shall be bindingupon 

 

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Borrower’s successors andassigns.  Because this note has beennegotiated and signed in Massachusetts as an integral part of a Massachusettsloan transaction, and because the parties have relied upon the applicability ofthe substantive law of the Commonwealth of Massachusetts, this note shall beconstrued and enforced in accordance with the internal laws of the Commonwealthof Massachusetts, disregarding any law or doctrine that might dictateapplication of the law of another state. All remedies specified in this note are cumulative, and no such remediesshall be considered to impair or preclude any other remedies available toLender by law or by agreement.

 

14.                                 ***JURY WAIVER*.  BORROWER IRREVOCABLY WAIVES ITS RIGHT TOTRIAL BY JURY IN ANY ACTION INVOLVING THIS NOTE OR THE DEBT WHICH THIS NOTEEVIDENCES.**

 

Signedas a sealed instrument.

 
| WITNESS: |   |                                                              |
|----------|--------|-------------------------------------------------------------------|
|     |   | BRA Nominee  Trust                                                |
|     |   |                                                              |
|     |   |                                                              | By: |   |   |
|     |   | George R.  Chapdelaine, Trustee (not in  his individual capacity) |
|          |        |                                                                   |  |  |  |

 

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