Exhibit
10.2


EXECUTION COPY


AMENDMENT
NO. 1


(dated as of
August 15, 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. 1


to


AGREEMENT AND PLAN OF MERGER


AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER dated
as of August 15, 2006 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 (the Original Agreement”) pursuant to which the Parent 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 Original 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.  Merger Expenses.  Sections 6.6 and 8.2(e) of the Original
Agreement are hereby amended such that the references therein to “$625,000”
shall be changed to “$650,000” with no other changes in such Sections or
elsewhere in the Original Agreement pursuant to this Section 1.


SECTION 2.  End
Date.  Section 9.1(b)(i) of the Original
Agreement is hereby amended in its entirety to be “the Merger has not been consummated on
or before November 30, 2006 (the “End Date”)”
with no other
changes in such Section or elsewhere in the Original Agreement pursuant to this
Section 2.


SECTION 3.  Series B Preferred Stock.  Section 2.3(b) of the Original Agreement is
hereby amended in its entirety to read as follows, with no other changes in
such Section or elsewhere in the Original Agreement pursuant to this Section 3


“(b)               except
as otherwise provided in Section 2.3(c) or as provided in
Section 2.5 with respect to shares of Company Preferred Stock as to which
appraisal rights have been exercised, each share of Company Preferred
Stock outstanding immediately prior to the Effective Time shall be converted into
the right to receive in cash from Parent an amount in cash equal to (i) in the
case of the Series A Preferred Stock, (A) the Series A Preferred Stock
Liquidation Preference (as defined in the Certificate of Designation relating
to the Series A Preferred Stock), without interest and (B) the product of (x)
the number of shares of Company Common Stock that such share of Series A
Preferred Stock is convertible into immediately prior to the Effective Time and
(y) $0.70, and (ii) in the case of the Series B Preferred Stock, (A) accrued
(whether or not declared) dividends on the Series B Preferred Stock and (B) the
product of (x) the number of shares of Company Common Stock that such share of
Series B Preferred Stock is convertible into immediately prior to the Effective
Time and (y) $0.70 (all such consideration, the “Preferred Stock  Merger Consideration”,
and together with the Common Stock Merger Consideration, the “Merger Consideration”);”









 



SECTION 4. 
Company Preferred Stock.  The
definition of “Company preferred Stock contained in Section 1.1(a) of the
Original Agreement is hereby amended in its entirety to read as follows, with
no other changes in such Section or elsewhere in the Original Agreement
pursuant to this Section 3


““Company Preferred
Stock” means the Company’s Series A Preferred Stock, $.01 par value,
and the Series B Preferred Stock, $.01 par value.”


SECTION
5.  Dolphin Legal Expenses.  Notwithstanding and without otherwise
limiting the provisions of the Original Agreement, Dolphin Direct hereby agrees
to pay the legal fees and expenses of Dolphin Direct and Merger Subsidiary
incurred by them in connection with this Amendment.


SECTION 6.  Governing Law.  This Amendment shall be governed by and construed in accordance with
the laws of the State of Delaware.


SECTION 7.  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 Original Agreement shall be deemed effective service of process on such
party.


SECTION  8.  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 9.  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 10.  Entire Agreement.  This Amendment, the Original Agreement and the Confidentiality
Agreement (as defined in the Original 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.



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SECTION 11.  Captions.  The captions herein are included for convenience of reference only
and shall be ignored in the construction or interpretation hereof.


SECTION 12.  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.


 IN WITNESS WHEREOF, the parties hereto have
caused this Amendment No. 1 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:

  	
  /s/ Carlos P. Salas

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  DOLPHIN DIRECT EQUITY PARTNERS, LP

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Dolphin Advisors, LLC

  its managing general partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carlos P. Salas

  
	
   

  	
   

  	
  Carlos P. Salas

  
	
   

  	
   

  	
  Authorized Signatory

  



 



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  BRAIDOL ACQUISITION CORP.

  



 


	
  

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carlos P. Salas

  
	
   

  	
   

  	
  Carlos P. Salas

  
	
   

  	
   

  	
  President

  



 



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