-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M7epNreKCm2qknDzDPDq5smXcYNgfgu/ZWyIM8LNoDh34RTwabZPaxqKhDJ49MIN i3E4zzGCYZAyrcPufutC3w== 0000950155-05-000336.txt : 20051012 0000950155-05-000336.hdr.sgml : 20051012 20051012144006 ACCESSION NUMBER: 0000950155-05-000336 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051012 DATE AS OF CHANGE: 20051012 GROUP MEMBERS: DOLPHIN ADVISORS, LLC GROUP MEMBERS: DOLPHIN DIRECT EQUITY PARTNERS, LP GROUP MEMBERS: DOLPHIN MANAGEMENT INC. GROUP MEMBERS: DOLPHIN OFFSHORE PARTNERS, LP GROUP MEMBERS: PETER E. SALAS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON RESTAURANT ASSOCIATES INC CENTRAL INDEX KEY: 0000926295 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 611162263 STATE OF INCORPORATION: DE FISCAL YEAR END: 0425 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49225 FILM NUMBER: 051134755 BUSINESS ADDRESS: STREET 1: 999 BROADWAY STREET 2: SUITE 400 CITY: SAUGUS STATE: MA ZIP: 01906-3209 BUSINESS PHONE: 7812317575 MAIL ADDRESS: STREET 1: 999 BROADWAY STREET 2: SUITE 400 CITY: SAUGUS STATE: MA ZIP: 01906-3206 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DOLPHIN OFFSHORE PARTNERS LP CENTRAL INDEX KEY: 0001287741 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 129 EAST 17TH STREET CITY: NEW YORK STATE: NY ZIP: 10003 SC 13D/A 1 e991952sc13da.htm SCHEDULE 13D/A SCHEDULE 13D/A 
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 2)

                       BOSTON RESTAURANT ASSOCIATES, INC.
- --------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, $.01 par value per share
- --------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    101122109
               --------------------------------------------------
                                 (CUSIP Number)

                                October 11, 2005
               --------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

                         Dolphin Offshore Partners, L.P.
                       c/o Dolphin Asset Management Corp.
                              129 East 17th Street
                            New York, New York 10003
                            Telephone: (212) 982-5071
                              Attn: Peter E. Salas

                                 with a copy to:

                                  Gary J. Simon
                            Hughes Hubbard & Reed LLP
                             One Battery Park Plaza
                            New York, New York 10004
                            Telephone: (212) 837-6000
- --------------------------------------------------------------------------------
            (Name, Address and Telephone Number of Person Authorized
                     to Receive Notices and Communications)

      If the filing person has  previously  filed a statement on Schedule 13G to
report the  acquisition  that is the subject of this Schedule 13D, and is filing
this schedule because of secs. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].

           *The remainder of this cover page shall be filled out for a reporting
person's  initial  filing on this  form with  respect  to the  subject  class of
securities,  and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

           The information required on this cover page shall not be deemed to be
"filed" for the  purposes of Section 18 of the  Securities  Exchange Act of 1934
("Act") or otherwise  subject to the liabilities of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).




                                  SCHEDULE 13D
 -----------------------                                  ---------------------
| CUSIP NO. 101122109   |                                | PAGE 2 OF 12        |
 -----------------------                                  ---------------------


 ------------------------------------------------------------------------------
| 1  | NAME OF REPORTING PERSONS                                               |
|    | Peter E. Salas                                                          |
|    | S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS                      |
|    | (Intentionally Omitted)                                                 |
|----|-------------------------------------------------------------------------|
| 2  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a)  |X|   |
|    |                                                              (b)  |_|   |
|----|-------------------------------------------------------------------------|
| 3  | SEC USE ONLY                                                            |
|----|-------------------------------------------------------------------------|
| 4  | SOURCE OF FUNDS                                                         |
|    | AF                                                                      |
|----|-------------------------------------------------------------------------|
| 5  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                |
|    | PURSUANT TO ITEMS 2(d) OR 2(e)                                    |_|   |
|----|-------------------------------------------------------------------------|
| 6  | CITIZENSHIP OR PLACE OF ORGANIZATION                                    |
|    | U.S.                                                                    |
|----------------------------------------------------------------------------- |
|                      |  7 | SOLE VOTING POWER                                |
|                      |    | 3,302,811                                        |
|     NUMBER OF        |----|--------------------------------------------------|
|      SHARES          |  8 | SHARED VOTING POWER                              |
|   BENEFICIALLY       |    | 0                                                |
|     OWNED BY         |----|--------------------------------------------------|
|       EACH           |  9 | SOLE DISPOSITIVE POWER                           |
|    REPORTING         |    | 3,302,811                                        |
|   PERSON WITH        |----|--------------------------------------------------|
|                      | 10 | SHARED DISPOSITIVE POWER                         |
|                      |    | 0                                                |
|----------------------------------------------------------------------------- |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            |
|    | 3,302,811                                                               |
|----|-------------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN    |_|   |
|    | SHARES*                                                                 |
|----|-------------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                      |
|    | 46.9%                                                                   |
|----|-------------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON*                                               |
|    | IN                                                                      |
 ------------------------------------------------------------------------------



                                  SCHEDULE 13D
 -----------------------                                  ---------------------
| CUSIP NO. 101122109   |                                | PAGE 3 OF 12        |
 -----------------------                                  ---------------------


 ------------------------------------------------------------------------------
| 1  | NAME OF REPORTING PERSONS                                               |
|    | Dolphin Management Inc.                                                 |
|    | S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS                      |
|    | (Intentionally Omitted)                                                 |
|----|-------------------------------------------------------------------------|
| 2  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a)  |X|   |
|    |                                                              (b)  |_|   |
|----|-------------------------------------------------------------------------|
| 3  | SEC USE ONLY                                                            |
|----|-------------------------------------------------------------------------|
| 4  | SOURCE OF FUNDS                                                         |
|    | AF                                                                      |
|----|-------------------------------------------------------------------------|
| 5  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                |
|    | PURSUANT TO ITEMS 2(d) OR 2(e)                                    |_|   |
|----|-------------------------------------------------------------------------|
| 6  | CITIZENSHIP OR PLACE OF ORGANIZATION                                    |
|    | Delaware                                                                |
|----------------------------------------------------------------------------- |
|                      |  7 | SOLE VOTING POWER                                |
|                      |    | 0                                                |
|     NUMBER OF        |----|--------------------------------------------------|
|      SHARES          |  8 | SHARED VOTING POWER                              |
|   BENEFICIALLY       |    | 3,302,811                                        |
|     OWNED BY         |----|--------------------------------------------------|
|       EACH           |  9 | SOLE DISPOSITIVE POWER                           |
|    REPORTING         |    | 0                                                |
|   PERSON WITH        |----|--------------------------------------------------|
|                      | 10 | SHARED DISPOSITIVE POWER                         |
|                      |    | 3,302,811                                        |
|----------------------------------------------------------------------------- |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            |
|    | 3,302,811                                                               |
|----|-------------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN    |_|   |
|    | SHARES*                                                                 |
|----|-------------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                      |
|    | 46.9%                                                                   |
|----|-------------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON*                                               |
|    | CO                                                                      |
 ------------------------------------------------------------------------------



                                  SCHEDULE 13D
 -----------------------                                  ---------------------
| CUSIP NO. 101122109   |                                | PAGE 4 OF 12        |
 -----------------------                                  ---------------------


 ------------------------------------------------------------------------------
| 1  | NAME OF REPORTING PERSONS                                               |
|    | Dolphin Advisors, LLC                                                   |
|    | S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS                      |
|    | (Intentionally Omitted)                                                 |
|----|-------------------------------------------------------------------------|
| 2  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a)  |X|   |
|    |                                                              (b)  |_|   |
|----|-------------------------------------------------------------------------|
| 3  | SEC USE ONLY                                                            |
|----|-------------------------------------------------------------------------|
| 4  | SOURCE OF FUNDS                                                         |
|    | AF                                                                      |
|----|-------------------------------------------------------------------------|
| 5  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                |
|    | PURSUANT TO ITEMS 2(d) OR 2(e)                                    |_|   |
|----|-------------------------------------------------------------------------|
| 6  | CITIZENSHIP OR PLACE OF ORGANIZATION                                    |
|    | Delaware                                                                |
|----------------------------------------------------------------------------- |
|                      |  7 | SOLE VOTING POWER                                |
|                      |    | 0                                                |
|     NUMBER OF        |----|--------------------------------------------------|
|      SHARES          |  8 | SHARED VOTING POWER                              |
|   BENEFICIALLY       |    | 1,717,223                                        |
|     OWNED BY         |----|--------------------------------------------------|
|       EACH           |  9 | SOLE DISPOSITIVE POWER                           |
|    REPORTING         |    | 0                                                |
|   PERSON WITH        |----|--------------------------------------------------|
|                      | 10 | SHARED DISPOSITIVE POWER                         |
|                      |    | 1,717,223                                        |
|----------------------------------------------------------------------------- |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            |
|    | 1,717,223                                                               |
|----|-------------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN    |_|   |
|    | SHARES*                                                                 |
|----|-------------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                      |
|    | 24.4%                                                                   |
|----|-------------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON*                                               |
|    | CO                                                                      |
 ------------------------------------------------------------------------------



                                  SCHEDULE 13D
 -----------------------                                  ---------------------
| CUSIP NO. 101122109   |                                | PAGE 5 OF 12        |
 -----------------------                                  ---------------------


 ------------------------------------------------------------------------------
| 1  | NAME OF REPORTING PERSONS                                               |
|    | Dolphin Offshore Partners, L.P.                                         |
|    | S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS                      |
|    | (Intentionally Omitted)                                                 |
|----|-------------------------------------------------------------------------|
| 2  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a)  |X|   |
|    |                                                              (b)  |_|   |
|----|-------------------------------------------------------------------------|
| 3  | SEC USE ONLY                                                            |
|----|-------------------------------------------------------------------------|
| 4  | SOURCE OF FUNDS                                                         |
|    | WC                                                                      |
|----|-------------------------------------------------------------------------|
| 5  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                |
|    | PURSUANT TO ITEMS 2(d) OR 2(e)                                    |_|   |
|----|-------------------------------------------------------------------------|
| 6  | CITIZENSHIP OR PLACE OF ORGANIZATION                                    |
|    | U.S.                                                                    |
|----------------------------------------------------------------------------- |
|                      |  7 | SOLE VOTING POWER                                |
|                      |    | 0                                                |
|     NUMBER OF        |----|--------------------------------------------------|
|      SHARES          |  8 | SHARED VOTING POWER                              |
|   BENEFICIALLY       |    | 1,585,588                                        |
|     OWNED BY         |----|--------------------------------------------------|
|       EACH           |  9 | SOLE DISPOSITIVE POWER                           |
|    REPORTING         |    | 0                                                |
|   PERSON WITH        |----|--------------------------------------------------|
|                      | 10 | SHARED DISPOSITIVE POWER                         |
|                      |    | 1,585,588                                        |
|----------------------------------------------------------------------------- |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            |
|    | 1,585,588                                                               |
|----|-------------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN    |_|   |
|    | SHARES*                                                                 |
|----|-------------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                      |
|    | 22.5%                                                                   |
|----|-------------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON*                                               |
|    | PN                                                                      |
 ------------------------------------------------------------------------------



                                  SCHEDULE 13D
 -----------------------                                  ---------------------
| CUSIP NO. 101122109   |                                | PAGE 6 OF 12        |
 -----------------------                                  ---------------------


 ------------------------------------------------------------------------------
| 1  | NAME OF REPORTING PERSONS                                               |
|    | Dolphin Direct Equity Partners, L.P.                                    |
|    | S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS                      |
|    | (Intentionally Omitted)                                                 |
|----|-------------------------------------------------------------------------|
| 2  | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*            (a)  |X|   |
|    |                                                              (b)  |_|   |
|----|-------------------------------------------------------------------------|
| 3  | SEC USE ONLY                                                            |
|----|-------------------------------------------------------------------------|
| 4  | SOURCE OF FUNDS                                                         |
|    | WC                                                                      |
|----|-------------------------------------------------------------------------|
| 5  | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                |
|    | PURSUANT TO ITEMS 2(d) OR 2(e)                                    |_|   |
|----|-------------------------------------------------------------------------|
| 6  | CITIZENSHIP OR PLACE OF ORGANIZATION                                    |
|    | U.S.                                                                    |
|----------------------------------------------------------------------------- |
|                      |  7 | SOLE VOTING POWER                                |
|                      |    | 0                                                |
|     NUMBER OF        |----|--------------------------------------------------|
|      SHARES          |  8 | SHARED VOTING POWER                              |
|   BENEFICIALLY       |    | 1,717,223                                        |
|     OWNED BY         |----|--------------------------------------------------|
|       EACH           |  9 | SOLE DISPOSITIVE POWER                           |
|    REPORTING         |    | 0                                                |
|   PERSON WITH        |----|--------------------------------------------------|
|                      | 10 | SHARED DISPOSITIVE POWER                         |
|                      |    | 1,717,223                                        |
|----------------------------------------------------------------------------- |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON            |
|    | 1,717,223                                                               |
|----|-------------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN    |_|   |
|    | SHARES*                                                                 |
|----|-------------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                      |
|    | 24.4%                                                                   |
|----|-------------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON*                                               |
|    | PN                                                                      |
 ------------------------------------------------------------------------------



                                  SCHEDULE 13D
 -----------------------                                  ---------------------
| CUSIP NO. 101122109   |                                | PAGE 7 OF 12        |
 -----------------------                                  ---------------------


ITEM 1.    SECURITY AND ISSUER

           The class of equity  security to which this statement  relates is the
common stock, $.01 par value per share (the "COMMON STOCK") of Boston Restaurant
Associates,  Inc., a Delaware  corporation (the  "COMPANY").  The address of the
principal  executive offices of the Company is 999 Broadway,  Suite 400, Saugus,
MA 01906.

ITEM 2.           IDENTITY AND BACKGROUND

           This  statement  is  being  jointly  filed  by each of the  following
persons  pursuant to Rule 13d-1(k)  promulgated  by the  Securities and Exchange
Commission (the "Commission")  pursuant to Section 13 of the Securities Exchange
Act of 1934,  as amended (the  "Exchange  Act"):  Peter E. Salas ("Mr.  Salas"),
Dolphin Management Inc., a New York corporation ("Dolphin Management"),  Dolphin
Advisors,  LLC,  a New York  limited  liability  company  ("Dolphin  Advisors"),
Dolphin  Offshore  Partners,  L.P.,  a Delaware  limited  partnership  ("Dolphin
Offshore"),  and  Dolphin  Direct  Equity  Partners,  L.P.,  a Delaware  limited
partnership ("Dolphin Direct"). Mr. Salas, Dolphin Management, Dolphin Advisors,
Dolphin  Offshore  and  Dolphin  Direct  are  collectively  referred  to as  the
"Reporting Persons." Mr. Salas is a United States citizen.

           The  principal  business  address of Mr. Salas,  Dolphin  Management,
Dolphin  Advisors,  Dolphin  Offshore  and Dolphin  Direct is c/o Dolphin  Asset
Management Corp., 129 East 17th Street, New York, New York 10003.

           Dolphin  Offshore and Dolphin  Direct are private  investment  funds.
Dolphin Management is the sole managing partner of Dolphin Offshore and the sole
managing  member of Dolphin  Advisors.  Dolphin  Advisors  is the sole  managing
general partner of Dolphin Direct.  The principal business of Dolphin Management
is to serve as  investment  manager to Dolphin  Offshore,  Dolphin  Advisors and
certain other entities.  The principal  business of Dolphin Advisors is to serve
as investment  manager to Dolphin Direct.  Mr. Salas is the sole shareholder and
President of Dolphin  Management.  The principal business of Mr. Salas is to act
as the sole shareholder and President of Dolphin Management and as the principal
of investment funds.

           During the past five years, none of the Reporting Persons and, to the
knowledge of the Reporting Persons,  none of the executive officers or directors
of the  Reporting  Persons,  if  applicable,  has been  convicted  in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or has been a
party to a civil  proceeding of a judicial or  administrative  body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree  or final  order  enjoining  future  violations  of,  or  prohibiting  or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.

ITEM 3.    SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

           On October 11, 2005,  Dolphin  Direct  entered into a stock  purchase
agreement dated as of October 10, 2005 (the "STOCK PURCHASE AGREEMENT") pursuant
to which it  purchased  1,717,223  shares (the  "Shares")  of Common  Stock in a
private  transaction.  The sellers under the Stock Purchase  Agreement are Roger
Lipton, Mary Lipton and RHL Associates,  L.P. (collectively,  the "SELLERS").  A



                                  SCHEDULE 13D
 -----------------------                                  ---------------------
| CUSIP NO. 101122109   |                                | PAGE 8 OF 12        |
 -----------------------                                  ---------------------

copy of the Stock Purchase  Agreement  attached hereto as Exhibit 5. The closing
of the purchase is  scheduled  to take place on October 12, 2005,  or such other
time as the parties shall agree.  Pursuant to the Stock Purchase Agreement,  the
purchase price per Share is $0.50,  subject to a purchase price  adjustment (the
"ADJUSTMENT")  based on  subsequent  resale of the Shares  within one year under
certain  circumstances.  Pursuant to the Stock Purchase  Agreement,  the Sellers
also  granted  to  Dolphin  Direct  an  irrevocable  proxy and right to vote and
provide consent with respect to the Shares.

           Dolphin  Offshore  holds  470,588  previously-acquired  shares of the
Company's Series A Participating  Preferred Stock, $.01 par value per share (the
"PREFERRED STOCK"). Each share of Series A Participating  Preferred Stock may be
converted  at any time at the  option of the holder of such share into one share
of Common  Stock.  Dolphin  Offshore  also holds  1,115,000  previously-acquired
shares of Common Stock.

           As of the date hereof,  each of Mr. Salas and Dolphin  Management  is
deemed to  beneficially  own  3,302,811  shares of Common Stock by virtue of the
record ownership by Dolphin Offshore of the 1,115,000 shares of Common Stock and
470,588 shares of Preferred Stock as described  above,  which Preferred Stock is
convertible into 470,588 shares of Common Stock, as well as the 1,717,223 Shares
purchased by Dolphin Direct as described  above. As of the date hereof,  Dolphin
Offshore  is deemed to  beneficially  own  1,585,588  shares of Common  Stock by
virtue of the record ownership by it of the 1,115,000 shares of Common Stock and
470,588  shares of Preferred  Stock as described  above.  As of the date hereof,
each  Dolphin  Advisors  and Dolphin  Direct is deemed to  beneficially  own the
1,717,223 Shares purchased by Dolphin Direct as described above.

           The  descriptions  of the matters and  agreements set forth above are
qualified in their  entirety by reference to the copies of the  agreements  that
are included as exhibits filed  previously  under this Schedule 13D or herein or
filed with the SEC by the Company.  The sources of the funds used for all of the
shares owned by the  Reporting  Persons were  working  capital  provided by fund
investors.

ITEM 4.    PURPOSE OF THE TRANSACTION

           Dolphin Offshore  purchased the Shares because of its belief that the
Company represents an attractive  investment based on the business prospects and
strategy of the Company.

           Dolphin  Advisors,  on behalf of  Dolphin  Direct,  has  submitted  a
non-binding,  exploratory proposal to acquire the Company's  outstanding capital
stock  for a  purchase  price of at least $5  million  in cash,  a copy of which
proposal is attached hereto as Exhibit 3.

           Other than as set forth in such proposal,  the Reporting Persons have
no present plans or proposals  that relate to or that would result in any of the
actions  specified  in clauses (a) through (j) of Item 4 of Schedule  13D of the
Exchange  Act.  Nonetheless,  at any time the  Reporting  Persons may  formulate
different or additional plans or proposals  relating to the Company,  including,


                                  SCHEDULE 13D
 -----------------------                                  ---------------------
| CUSIP NO. 101122109   |                                | PAGE 9 OF 12        |
 -----------------------                                  ---------------------


among other things, entering into privately negotiated sales of shares of Common
Stock or acquisitions of additional shares of Common Stock,  making  open-market
sales or  purchases,  proposing  a  business  combination  transaction  with the
Company  or  making  a  tender  offer  for  some or all of the  Common  Stock or
Preferred Stock. It is also possible that the Reporting  Persons will decide not
to pursue the proposal or any other such transaction.

ITEM 5.    INTEREST IN SECURITIES OF THE ISSUER

           As of the  date of this  Schedule  13D/A,  as  discussed  above,  the
Reporting  Persons may be deemed to be a group as defined in Rule 13d-5(b) under
the  Exchange  Act and, as such a group,  may be deemed to  beneficially  own an
aggregate of 3,032,811 shares of Common Stock,  which  constitute  approximately
46.9% of the  outstanding  shares  Common  Stock,  based on 7,035,170  shares of
Common Stock  outstanding  as of October 11, 2005 pursuant to the Company's Form
10-Q for the fiscal  quarter  ended June 30, 2005, on which are based all of the
percentages  of  outstanding  shares of  Common  Stock  set  forth  herein.  The
foregoing  and all other  amounts of  beneficial  ownership set forth herein are
calculated pursuant to Rule 13d-3 under the Exchange Act ("RULE 13d-3").

           As of the date hereof,  Mr. Salas,  by virtue of his  relationship to
Dolphin  Management,  may be deemed to beneficially  own all 3,032,811 shares of
Common Stock  referred to above,  which  constitute  approximately  46.9% of the
outstanding shares of Common Stock. As of the date hereof,  Dolphin  Management,
by virtue of its  relationship  with  respect to Dolphin  Offshore  and  Dolphin
Advisors, may be deemed to beneficially own all 3,032,811 shares of Common Stock
referred  to above,  which  constitute  approximately  46.9% of the  outstanding
shares of Common Stock. As of the date hereof,  Dolphin  Offshore,  by virtue of
its ownership of record of 1,115,588  shares of Common Stock and 470,588  shares
of  Preferred  Stock,  which are  convertible  into the same number of shares of
Common Stock,  may be deemed to beneficially  own the 1,585,588 shares of Common
Stock  referred to above,  which shares  constitute  approximately  22.5% of the
outstanding shares of Common Stock. As of the date hereof,  Dolphin Advisors, by
virtue of its  relationship  with  respect to Dolphin  Direct,  may be deemed to
beneficially  own all  1,717,223  Shares  referred  to above,  which  constitute
approximately  24.4% of the  outstanding  shares of Common Stock. As of the date
hereof,  Dolphin  Direct,  by virtue of its ownership of record of the 1,717,223
Shares referred to above, may be deemed to beneficially  own such Shares,  which
constitute  approximately  24.4% of the outstanding shares of Common Stock. Each
of Mr. Salas, Dolphin Management, Dolphin Offshore, Dolphin Advisors and Dolphin
Direct,  without implying the beneficial  ownership of Common Stock by any other
Reporting Person other than as expressly set forth herein,  disclaims beneficial
ownership of any shares  beneficially  owned by any other Reporting  Person.  In
addition,  (i) each of Dolphin Advisors and Dolphin Direct disclaims  beneficial
ownership  of any of the  1,585,588  shares  referred  to herein as owned by Mr.
Salas,  Dolphin  Management  and Dolphin  Offshore,  and (ii)  Dolphin  Offshore
disclaims beneficial ownership of any of the Shares.

      (b) By  virtue  of the  foregoing  relationships,  Mr.  Salas is deemed to
solely have, and each of Dolphin  Management  and Dolphin  Offshore is deemed to
share,  the power to vote or direct  the vote of,  and to  dispose or direct the
disposition  of, the  1,585,588  shares of Common  Stock  referred to above.  By


                                  SCHEDULE 13D
 -----------------------                                  ---------------------
| CUSIP NO. 101122109   |                                | PAGE 10 OF 12       |
 -----------------------                                  ---------------------


virtue of the foregoing  relationships,  Mr. Salas is deemed to solely have, and
each of Dolphin  Management,  Dolphin  Advisors and Dolphin  Direct is deemed to
share,  the power to vote or direct  the vote of,  and to  dispose or direct the
disposition of, the 1,717,223  Shares  referred to above.  Although being deemed
members of the group  referred to above,  neither  Dolphin  Advisors nor Dolphin
Direct  has or shares  the power to vote or direct the vote of, or to dispose or
direct the  disposition  of, the  1,585,588  shares of Common Stock  referred to
above and  Dolphin  Offshore  does not have or share the power to vote or direct
the vote of, or to dispose or direct the  disposition  of, the 1,717,223  Shares
referred to above.

      (c) The only transactions by any Reporting Person in any securities of the
Company  since  the  most  recent   amendment  to  this  Schedule  13D  was  the
transactions contemplated by the Stock Purchase Agreement.

      (d) Each of the  Reporting  Persons  affirms that no person other than the
Reporting Persons has the right to receive or the power to direct the receipt of
dividends from, or (except with respect to the Adjustment) the proceeds from the
sale of,  the shares of Common  Stock  deemed to be  beneficially  owned by such
Reporting Person or the Preferred Stock.

      (e) Not applicable.

ITEM 6.    CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
           RESPECT TO SECURITIES OF THE ISSUER

           As  described  in Item 4, the Shares were  purchased  pursuant to the
Stock  Purchase  Agreement as described  herein.  The Reporting  Persons  retain
complete,  independent economic control over their respective investments in the
Preferred  Stock and the owned shares of Common Stock as described  herein,  and
none  of them  has  made  any  specific  agreement,  commitment  or  arrangement
regarding  disposition  thereof or of the shares of Common Stock  issuable  upon
conversion of the Preferred Stock.

           Pursuant to Rule  13d-1(k)  promulgated  under the Exchange  Act, the
Reporting  Persons  have  entered  into an  agreement  with respect to the joint
filing of this  Schedule  13D and any  amendment  or  amendments  hereto,  which
agreement is included as an exhibit hereto.

ITEM 7.    MATERIAL TO BE FILED AS EXHIBITS

Exhibit 1. Subscription  Agreement between Dolphin Offshore  Partners,  L.P. and
           Boston  Restaurant  Associates,  Inc.  dated as of January 20,  2005.
           Incorporated  by  reference  to  Exhibit 3 to the  Company's  Current
           Report on Form 8-K dated January 20, 2005.

Exhibit 2. Rights Agreement between Dolphin Offshore  Partners,  L.P. and Boston
           Restaurant   Associates,   Inc.   dated  as  of  January  20,   2005.
           Incorporated  by  reference  to  Exhibit 1 to the  Company's  Current
           Report on Form 8-K dated January 20, 2005.

Exhibit 3. Letter to Boston  Restaurant  Associates,  Inc.  on behalf of Dolphin
           Direct Equity  Partners,  L.P.  dated  September 9, 2005.  Previously
           filed.



                                  SCHEDULE 13D
 -----------------------                                  ---------------------
| CUSIP NO. 101122109   |                                | PAGE 11 OF 12       |
 -----------------------                                  ---------------------


Exhibit 4. Schedule 13D Joint Filing Agreement.

Exhibit 5. Stock  Purchase  Agreement  dated as of October 10, 2005 by and among
           Dolphin Direct Equity Partners,  L.P., Roger Lipton,  Mary Lipton and
           RHL Associates, L.P.



                                  SCHEDULE 13D
 -----------------------                                  ---------------------
| CUSIP NO. 101122109   |                                | PAGE 12 OF 12       |
 -----------------------                                  ---------------------

                                   SIGNATURES

           After reasonable inquiry and to the best of our knowledge and belief,
we certify that the  information  set forth in this statement is true,  complete
and correct.  Pursuant to Rule 13d-1(k)(1),  each of the undersigned agrees that
this statement is filed on behalf of each of us.


October 11, 2005

                                        /s/ Peter E. Salas
                                        ----------------------------------------
                                            PETER E. SALAS

                                     DOLPHIN MANAGEMENT INC.

                                     By: /s/ Peter E. Salas
                                        ----------------------------------------
                                     Name: Peter E. Salas
                                     Its:  President

                                     DOLPHIN OFFSHORE PARTNERS, L.P.

                                     By:  Dolphin Management Inc.
                                     Its: Managing Partner

                                     By: /s/ Peter E. Salas
                                        ----------------------------------------
                                     Name: Peter E. Salas
                                     Its:  President

                                     DOLPHIN ADVISORS, LLC

                                     By:  Dolphin Management Inc.
                                     Its: Managing Member

                                     By: /s/ Peter E. Salas
                                        ----------------------------------------
                                     Name: Peter E. Salas
                                     Its:  President

                                     DOLPHIN DIRECT EQUITY PARTNERS, LP

                                     By:  Dolphin Advisors, LLC
                                     Its: Managing Partner

                                     By:  Dolphin Management, Inc.
                                     Its: Managing Member

                                     By: /s/ Peter E. Salas
                                        ----------------------------------------
                                     Name: Peter E. Salas
                                     Its:  President
EX-99.1 2 e991952ex99_1.htm EXHIBIT 4 EX 99.1 
                                                                       EXHIBIT 4


                       SCHEDULE 13D JOINT FILING AGREEMENT

           In  accordance  with the  requirements  of Rule  13d-1(k)  under  the
Securities Exchange Act of 1934, as amended,  and subject to the limitations set
forth  therein,  the parties set forth below agree to jointly  file the Schedule
13D to which this joint filing  agreement is  attached,  and have duly  executed
this joint filing agreement as of the date set forth below.

           IN WITNESS WHEREOF,  the undersigned have caused this Agreement to be
signed as of October 11, 2005.

                                        /s/ Peter E. Salas
                                        ----------------------------------------
                                            PETER E. SALAS

                                     DOLPHIN MANAGEMENT INC.

                                     By: /s/ Peter E. Salas
                                        ----------------------------------------
                                     Name: Peter E. Salas
                                     Its:  President

                                     DOLPHIN OFFSHORE PARTNERS, L.P.

                                     By:  Dolphin Management Inc.
                                     Its: Managing Partner

                                     By: /s/ Peter E. Salas
                                        ----------------------------------------
                                     Name: Peter E. Salas
                                     Its:  President

                                     DOLPHIN ADVISORS, LLC

                                     By:  Dolphin Management Inc.
                                     Its: Managing Member

                                     By: /s/ Peter E. Salas
                                        ----------------------------------------
                                     Name: Peter E. Salas
                                     Its:  President

                                     DOLPHIN DIRECT EQUITY PARTNERS, LP

                                     By:  Dolphin Advisors, LLC
                                     Its: Managing Partner

                                     By:  Dolphin Management, Inc.
                                     Its: Managing Member

                                     By: /s/ Peter E. Salas
                                        ----------------------------------------
                                     Name: Peter E. Salas
                                     Its:  President
EX-99.2 3 e991952ex99_2.htm EXHIBIT 5 EX 99.2 
                                                                       EXHIBIT 5


                            STOCK PURCHASE AGREEMENT

         STOCK PURCHASE  AGREEMENT (this  "AGREEMENT"),  dated as of October 10,
2005, by and among  DOLPHIN  DIRECT EQUITY  PARTNERS,  L.P., a Delaware  limited
partnership (the "BUYER"),  and ROGER LIPTON, an individual having an address at
780 Third Avenue,  43rd floor,  New York,  New York 10017 ("MR.  LIPTON"),  MARY
LIPTON,  an individual  having an address at 780 Third Avenue,  43rd floor,  New
York, New York 10017 ("MS. LIPTON") and RHL ASSOCIATES, L.P., a Delaware limited
partnership ("RHL" and, together with Mr. Lipton and Ms. Lipton, the "SELLERS").

         WHEREAS, the Sellers have indicated to the Buyer an interest in selling
to the Buyer all of the outstanding  shares of common stock of Boston Restaurant
Associates,  Inc. (the "COMPANY"), $.01 par value (the "COMMON STOCK"), owned by
the Sellers,  and the Buyer has  indicated  to Mr.  Lipton an interest in buying
such shares; and

         WHEREAS,  as of the date hereof,  each Seller  "beneficially  owns" (as
such term is defined in Rule 13d-3 promulgated under the Securities Exchange Act
of 1934 (the  1934  Act"))  and is  entitled  to  dispose  of (or to direct  the
disposition  of) and to  vote  (or to  direct  the  voting  of)  the  number  of
outstanding  shares of Common Stock set forth  opposite  such  Seller's  name on
SCHEDULE I hereto (the "SCHEDULE I SHARES").

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

                                    ARTICLE I

                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

         The Sellers,  jointly and severally,  hereby  represent and warrant the
Buyer as follows:

         1.1  ORGANIZATION;  GOOD  STANDING.  If such Seller is an entity,  such
Seller is duly  organized and validly  existing and in good  standing  under the
laws of its jurisdiction of organization.

         1.2  AUTHORITY;  NONCONTRAVENTION.  If such  Seller is an entity,  such
Seller has the requisite power (corporate or other) and authority to execute and
deliver this Agreement and to consummate the  transactions  contemplated by this
Agreement.  If such  Seller is an  individual,  such  Seller  has the  requisite
capacity  to  execute  and  deliver  this   Agreement  and  to  consummate   the
transactions  contemplated by this Agreement.  If such Seller is an entity,  the
execution and delivery of this Agreement by such Seller and the  consummation by
such Seller of the  transactions  contemplated  by this Agreement have been duly
authorized  by all  necessary  action  (corporate  or other) on the part of such
Seller and no other proceedings  (corporate or other) on the part of such Seller
are  necessary  to approve  this  Agreement or to  consummate  the  transactions
contemplated  by this  Agreement.  This  Agreement  has been duly  executed  and
delivered by such Seller and,  assuming  the due  authorization,  execution  and
delivery  by the  Buyer,  constitutes  a valid and  binding  obligation  of such
Seller,  enforceable  against such Seller in accordance with its terms,  subject
to: (a) applicable bankruptcy,  insolvency,  fraudulent transfer and conveyance,
moratorium,  reorganization,  receivership  and  similar  laws  relating  to  or



affecting the enforcement of the rights and remedies of creditors generally; (b)
principles of equity which may limit the availability of remedies (regardless of
whether  considered and applied in a proceeding in equity or at law); and (c) an
implied  covenant of good faith and fair dealing.  The execution and delivery of
this  Agreement  by  such  Seller  and  the  consummation  of  the  transactions
contemplated  hereby and compliance by such Seller with the provisions hereof do
not and will not  conflict  with,  or result in any  violation  or breach of, or
default (with or without  notice or lapse of time, or both) under,  or give rise
to a right of, or result in,  termination,  cancellation  or acceleration of any
obligation  under, or result in the creation of any lien,  charge or encumbrance
of any  nature (a  "LIEN")  in or upon any of the  properties  or assets of such
Seller under, any provision of: (a) if such Seller is an entity, the certificate
of incorporation or bylaws (or similar organizational documents) of such Seller;
(b) any contract,  agreement,  instrument,  understanding or other  arrangement,
written or oral (a "CONTRACT"),  to which such Seller is a party or any of their
respective  properties  or  assets  is  subject;  or (c) any (i)  statute,  law,
ordinance,  rule or regulation or (ii) judgment,  order or decree, in each case,
applicable to such Seller or any of such Seller's  properties or assets.  Except
for the filing of a Schedule 13D (or amendment thereto) or a Form 4 or 5 by such
Seller,  no  consent,  approval,  order or  authorization  of, or  registration,
declaration  or  filing  with,  any  governmental  entity  or other  individual,
corporation  (except the Company,  with respect to which this  representation is
qualified as given to the best  knowledge  of the  Sellers),  limited  liability
company,  partnership,  association,  trust, unincorporated organization,  other
entity or group (each a "PERSON")  is required by or with respect to such Seller
in connection  with the execution and delivery of this  Agreement by such Seller
or the  consummation by such Seller of the transactions  contemplated  hereby or
compliance with the provisions hereof.

         1.3  OWNERSHIP.  The second  column on SCHEDULE I sets forth,  opposite
such Seller's  name, the number of shares over which such Seller has sole record
and  beneficial  ownership as of the date hereof,  excluding  shares that may be
acquired pursuant to outstanding stock options.  Except as set forth on SCHEDULE
I, as of the date  hereof,  such  Seller has the sole power to vote and the sole
power to  dispose  of the  shares  of  Common  Stock  referred  to in the  prior
sentence.  Except as set forth on such  SCHEDULE I,  neither such Seller nor any
affiliate  (as  hereafter  defined)  of such  Seller  owns or holds any right to
acquire or dispose of any additional shares of any class of capital stock of the
Company or other securities of the Company or any interest therein or any voting
rights with respect to any securities of the Company,  excluding shares that may
be acquired  pursuant to outstanding  stock  options.  "AFFILIATE"  means,  with
respect to any specified person, any person that directly, or indirectly through
one or more  intermediaries,  controls,  or is controlled by, or is under common
control with, the person specified. For purposes of this Agreement, with respect
to each  Seller,  the term  "AFFILIATE"  shall not  include  the Company and the
persons that directly,  or indirectly  through one or more  intermediaries,  are
controlled by the Company. The foregoing representations are not affected by the
fact that certain of the shares held by Mr. Lipton and Ms. Lipton may be held in
more than one account,  including individual  retirement  accounts,  and each of
them agrees that  withdrawal  of such shares from such  accounts and any related
tax obligations or penalties shall not affect such representations.

         1.4 DECISION TO SELL.  Such Seller is capable of evaluating  the merits
and risks of such Seller's  decision to sell securities of the Company hereunder
and make an  informed  decision  with  respect  thereto  by reason  of: (a) such
Seller's  business and  financial  experience,  and the  business and  financial
experience  of those  retained by such  Seller to advise it with  respect to its
investment in the securities of the Company being sold hereunder; (b) the access
to such information as such Seller or such advisors have requested,  (c) without
limiting the  generality of the  foregoing,  the knowledge and  experience  with
respect to the Company obtained pursuant to the Sellers'  relationships with the



Company,  including without limitation the service by Mr. Lipton on the Board of
Directors of the Company,  and (d) an active  participation by Mr. Lipton in the
matters  of such  Board.  Each  Seller  represents  that  it has  satisfactorily
conducted  the  maximum  inquiries  necessary  to  obtain  the same  information
available to it as may be available to the Buyer and its  affiliates,  including
other such Board members,  and that such inquiries have not been interfered with
or  prevented  in any way by any  party,  with  all of the  foregoing  including
information regarding the status to date of the work of the Special Committee of
the Board of Directors of the Company and its  financial  advisor,  including as
may have  been  obtained  by Mr.  Lipton  from the  Buyer or any  representative
thereof.

         1.5 ACCURACY OF REPORTS.  Such Seller  represents  that the information
contained  in all public  filings  relating to the  Sellers,  including  without
limitation  the Schedule 13D and each  amendment  thereto filed by any or all of
the Sellers with  respect to their  ownership of shares of stock of the Company,
are true, correct and complete with respect to the information therein regarding
the  reporting  persons  and such  stock  ownership,  at the time of the  filing
thereof  and as of the date  hereof  and that the Buyer is  relying  thereon  in
connection with this Agreement.

                                   ARTICLE II

                   REPRESENTATIONS AND WARRANTIES OF THE BUYER

         The Buyer hereby represents and warrants to the Sellers as follows:

         2.1  ORGANIZATION;  GOOD  STANDING.  The  Buyer is duly  organized  and
validly existing and in good standing under the laws of the State of Delaware.

         2.2 AUTHORITY;  NONCONTRAVENTION. The Buyer has the requisite corporate
power and authority to execute and deliver this  Agreement and to consummate the
transactions  contemplated by this Agreement. The execution and delivery of this
Agreement  by the Buyer and the  consummation  by the Buyer of the  transactions
contemplated  by this  Agreement  have been  duly  authorized  by all  necessary
limited  partnership  action  on the part of the  Buyer  and no other  corporate
proceedings  on the part of the Buyer is necessary to approve this  Agreement or
to consummate the  transactions  contemplated by this Agreement.  This Agreement
has been  duly  executed  and  delivered  by the  Buyer  and,  assuming  the due
authorization,  execution  and delivery by each Seller,  constitutes a valid and
binding  obligation  of the Buyer,  enforceable  against the Buyer in accordance
with its terms subject to: (a)  applicable  bankruptcy,  insolvency,  fraudulent
transfer and conveyance,  moratorium,  reorganization,  receivership and similar
laws  relating to or  affecting  the  enforcement  of the rights and remedies of
creditors  generally;  (b) principles of equity which may limit the availability
of remedies  (regardless  of whether  considered  and applied in a proceeding in
equity or at law);  and (c) an implied  covenant of good faith and fair dealing.
The execution and delivery of this  Agreement by the Buyer and the  consummation
of the  transactions  contemplated  hereby and  compliance by the Buyer with the
provisions  hereof do not and will not conflict with, or result in any violation
or breach of, or  default  (with or  without  notice or lapse of time,  or both)
under,  or give rise to a right of, or result in,  termination,  cancellation or
acceleration of any obligation or to loss of a material benefit under, or result
in the  creation of any Lien in or upon any of the  properties  or assets of the
Buyer  under,  or  give  rise  to  any  increased,  additional,  accelerated  or
guaranteed  rights or  entitlements  under,  any  provision  of: (a) the limited
partnership  agreement  of the Buyer;  (b) any  Contract to which the Buyer is a
party or any of its  properties  or assets is subject;  or (c) any (i)  statute,
law,  ordinance,  rule or regulation or (ii) judgment,  order or decree, in each
case, applicable to the Buyer or any of its properties or assets. Except for the
filing of a Schedule  13D (or  amendment  thereto) or a Form 4 by the Buyer,  no



consent,  approval,  order or authorization of, or registration,  declaration or
filing  with,  any  governmental  entity or other  person is required by or with
respect to the Buyer in  connection  with the  execution  and  delivery  of this
Agreement  by the Buyer or the  consummation  by the  Buyer of the  transactions
contemplated hereby or compliance with the provisions hereof.

         2.3  ACCREDITED  INVESTOR.  The Buyer is an  "accredited  investor," as
defined in Rule 501 of Regulation D under the  Securities Act of 1933 (the "1933
Act") and is capable of evaluating  the merits and risks of an investment in the
Company and making an informed investment decision with respect thereto.

         2.4 INVESTMENT  INTENT. The Buyer acknowledges that it is acquiring the
Schedule I Shares it will receive  hereunder  for its own account and not with a
view to their distribution  within the meaning of Section 2(11) of the 1933 Act.
The Buyer  currently does not intend to participate in any  underwriting  of the
Schedule I Shares to be purchased hereunder nor to take or cause to be taken any
action  designed to cause it to be an  underwriter  of such shares,  as the term
"underwriter"  is defined in such Section nor to sell or otherwise  transfer the
Schedule I Shares without registration under the Act or an exemption therefrom.

         2.5 DECISION TO BUY. The Buyer is capable of evaluating  the merits and
risks of its decision to buy  securities  of the Company  hereunder  and make an
informed  decision with respect  thereto by reason of: (a) the Buyer's  business
and financial  experience,  and the business and  financial  experience of those
retained  by the  Buyer to  advise  it with  respect  to its  investment  in the
securities  of the  Company  being  sold  hereunder;  (b)  the  access  to  such
information as the Buyer or such advisors have requested,  (c) without  limiting
the  generality of the foregoing,  the knowledge and experience  with respect to
the Company  obtained  pursuant to the Buyer's  relationships  with the Company,
including  without  limitation  the  service  by  Peter  Salas  on the  Board of
Directors of the Company,  and (d) an active participation by Peter Salas in the
matters of such Board. The Buyer represents that it has satisfactorily conducted
the maximum inquiries  necessary to obtain the same information  available to it
as may be available to the Sellers and their  affiliates,  including  other such
Board  members,  and  that  such  inquiries  have not  been  interfered  with or
prevented  in any way by any party.  None of the  Sellers  nor anyone  acting on
their behalf has made any  representation  to the Buyer or anyone  acting on its
behalf with regard to the Company,  its current business,  its prospects for the
future or the Company's  securities  which have been relied upon by the Buyer or
anyone  acting on its behalf in  connection  with the purchase of the Schedule I
Shares. The Buyer is aware that the Sellers, as a group, are "affiliates" of the
Company as defined above.

                                   ARTICLE III

                            SALE OF SCHEDULE I SHARES

         3.1 CLOSING.  At the Closing,  as defined  below,  each Seller is shall
sell, assign,  transfer, set aside and deliver to the Buyer, and the Buyer shall
purchase  and acquire  from such Seller the number of shares of Common Stock set
forth next to such  Seller's  name in the second  column of SCHEDULE I hereto by
delivering  to the  Buyer one or more  certificates  representing  such  shares,
together with one or more stock powers (with appropriate  signature  guarantees)
duly  endorsed in blank.  The  purchase  price for each such share shall be $.50
with the  respective  aggregate  purchase  price for such shares being set forth
next to the respective  names of the Sellers in the second column of SCHEDULE I.
Accordingly,  at the Closing,  the Buyer shall  deliver to each Seller the total
purchase price set forth next to such Seller's name on SCHEDULE I hereto by wire
transfer  to an account  set forth in  writing by such  Seller not less than two
business days prior to the date of Closing. The closing of the purchase and sale
contemplated above shall take place at the offices of the Buyer at 11:00 a.m. on
October 12, 2005,  or at such other place or time as the parties  shall agree in
writing (the "Closing").




         3.2 CONDITIONS. The obligation of the Buyer to purchase and pay for the
Schedule I Shares at the Closing is subject to the satisfaction or waiver of the
following  conditions:  (a) all  partnership  and other action,  proceedings and
documentation required to be taken or made by any Seller,  including the receipt
of any necessary  consents of third parties,  have been taken or obtained by the
Sellers and shall be  disclosed,  provided and  reasonably  satisfactory  to the
Buyer;  and (b) the  representations  and warranties  made by each Seller herein
shall be true and  correct  when made and at the time of the  Closing,  with the
same  force  and  effect  as if they had been  made at and as of the time of the
Closing.

         3.3  VOTING ARRANGEMENT.

             (a)  Commencing  on the date  hereof and for so long as the Company
shall  fail to give  effect  to the sale  hereunder  of the  Schedule  I Shares,
including the transfer of ownership thereof in all respects and for all purposes
(including  by way of failing  to  transfer  ownership  thereof on its books and
records pursuant to the stock powers referred to in Section 3.1 upon presentment
thereof),  each Seller hereby irrevocably grants to, and appoints, the Buyer and
any designee thereof, such Seller's proxy and attorney-in-fact  (with full power
of substitution), for and in the name, place and stead of such Seller, to attend
any  meeting of the  stockholders  of the Company on behalf of such  Seller,  to
include such shares in any  computation for purposes of establishing a quorum at
any  meeting  of  stockholders  of the  Company,  and to vote  all  such  shares
beneficially  owned or  controlled  by such  Seller,  or to grant a  consent  or
approval  in respect  of such  shares,  in  connection  with any  meeting of the
stockholders  of the  Company  or any  action by  written  consent  in lieu of a
meeting of  stockholders  of the Company in connection  with any and all matters
that may be submitted to the stockholders of the Company in any way.

             (b) Each Seller hereby represents that any proxies heretofore given
in respect of the Schedule I Shares,  if any, are revocable,  and hereby revokes
such proxies.

             (c) Each Seller hereby affirms that the  irrevocable  proxy by him,
her or it set  forth  in this  Section  3.3 is  given  in  connection  with  the
execution of this Agreement,  and that such irrevocable proxy is given to secure
the  performance  of the duties of such Seller under this  Agreement,  including
causing the sale and transfer of the  Schedule I Shares to the Buyer  hereunder.
Each Seller hereby further affirms that such  irrevocable  proxy is coupled with
an interest and is intended to be irrevocable in accordance  with the provisions
of Section 212 of the Delaware General  Corporation Law (the "DGCL"). If for any
reason the proxy granted herein is not irrevocable, then each Seller agrees that
it shall vote his,  her or its Schedule I Shares as  instructed  by the Buyer in
writing.  The  parties  agree  that the  foregoing  shall be a voting  agreement
created under Section 218 of the DGCL.

             (d) Each Seller shall execute and deliver any additional  documents
and take such  further  actions as may be  reasonably  necessary or desirable to
carry  out  all  of  the  provisions  hereof,  including  all  of  the  Sellers'
obligations under this Agreement, including the terms of this Section 3.3.






                                   ARTICLE IV

                                    COVENANTS

         4.1 STANDSTILL.  Each Seller agrees that,  during the period commencing
on the date hereof and ending on the earlier of (x) three  months after the date
hereof and (y) consummation of the transactions contemplated hereby, such Seller
will not, and will not permit any of its  affiliates  or agents to,  directly or
indirectly,  in any manner,  acquire, agree or offer to acquire, or assist, aid,
abet or act in concert  with any person to acquire any  securities  or assets of
the Company or any of its subsidiaries.

         4.2 PRICE PROTECTION. In the event of a Resale (as such term is defined
below)  by the  Buyer of any  shares  originally  purchased  hereunder  from the
Sellers (the "Protected Shares"), the Buyer hereby agrees to pay to each Seller,
in the same proportion that such Sellers sold the Protected  Shares to the Buyer
hereunder, an amount in cash equal to 50% of the positive difference between (a)
the aggregate cash purchase price, including allocable costs, originally paid by
the  Buyer  hereunder  for such  Protected  Shares  and (b) the  aggregate  cash
proceeds,  net of allocable  costs and, if any,  short swing  profit  liability,
actually  realized by the Buyer for such  Protected  Shares in such Resale.  For
purposes  hereof,  a "Resale"  means (a) any  transaction,  to the extent  fully
consummated  (including without limitation the payment in full of the applicable
purchase  price)  within 12 months of the date  hereof,  in which the Buyer in a
BONA FIDE sale first  resells such  Protected  Shares for cash,  or (b) any cash
tender offer  requiring  public  disclosure  thereof as such pursuant to Section
14(d) of the 1934 Act and the rules thereunder by parties  unaffiliated with any
party hereto that is  consummated in full within 12 months of the date hereof as
to which the Buyer does not participate with respect to such Protected Shares.

                                    ARTICLE V

                                 SELLER CAPACITY

         5.1  Anything in this  Agreement to the  contrary  notwithstanding,  no
person  executing  this  Agreement  who is or becomes  during the term  hereof a
director or officer of the Company makes any agreement or  understanding  herein
or is obligated  hereunder  in his or her capacity as such  director or officer.
Each  Seller  signs  solely in his or her  capacity  as the  record  holder  and
beneficial  owner (as further  set forth on SCHEDULE I hereto) of such  Seller's
Schedule I Shares, and nothing herein shall limit or affect any actions taken by
any Seller in such  Seller's  capacity as an officer or director of the Company.
Accordingly,  and by way of non-exhaustive example, if a Seller is a director of
the Company, nothing in this Agreement shall prohibit or otherwise restrict such
Seller in his or her capacity as a director to vote for any transaction  that is
an alternative to the transactions contemplated hereby.


                                   ARTICLE VI

                               GENERAL PROVISIONS

         6.1 FEES AND EXPENSES. Each of the parties shall be responsible for its
own fees and expenses (including,  without limitation,  the fees and expenses of
financial   consultants,   investment  bankers,   accountants  and  counsel)  in
connection with the entering into of this Agreement and the  consummation of the
transactions contemplated hereby.




         6.2  NOTICES.  All  notices,   requests,   claims,  demands  and  other
communications  hereunder  shall be in  writing  and  shall be  deemed  given if
delivered personally or sent by telecopier or overnight courier (providing proof
of delivery) to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice):

               if to the Buyer, to:

                     c/o Dolphin Asset Management Corp.
                     129 east 17th Street
                     New York, New York 10003
                     Attention:  Peter E. Salas and Carlos Salas
                     Telecopier No.:  (212) 202-3817

               with copies to:

                     Hughes Hubbard & Reed LLP
                     One Battery Park Plaza
                     New York, NY  10004
                     Attention: Gary J. Simon
                     Telecopier No.:  (212) 422-4726

               if to any Seller, to the  address set  forth on SCHEDULE I hereto
for such Seller, with copies to:

                     Andrew Goldstein, Esq.
                     488 Madison Avenue
                     16th Floor
                     New York, NY 10022
                     Telecopier No.:  (212) 688-2870


         6.3  INTERPRETATION.  When a reference  is made in this  Agreement to a
Section or  Schedule,  such  reference  shall be to a Section of or Schedule to,
this  Agreement  unless  otherwise  indicated.  The  headings  contained in this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or  interpretation of this Agreement.  The words "hereof",  "herein" and
"hereunder"  and words of similar import when used in this Agreement shall refer
to  this  Agreement  as a  whole  and not to any  particular  provision  of this
Agreement.  The words "date hereof"  shall refer to the date of this  Agreement.
The term "or" is not exclusive.  The word "extent" in the phrase "to the extent"
shall mean the degree to which a subject or other thing extends, and such phrase
shall not mean simply  "if." The  definitions  contained in this  Agreement  are
applicable  to the  singular  as well as the  plural  forms of such  terms.  Any
agreement  or  instrument  defined or referred to herein or in any  agreement or
instrument that is referred to herein means such agreement or instrument as from
time to time amended, modified or supplemented.  References to a person are also
to its permitted successors and assigns.

         6.4  COUNTERPARTS.  This  Agreement  may be  executed  in  one or  more
counterparts (including telecopy),  all of which shall be considered one and the
same  agreement and shall become  effective when one or more  counterparts  have
been signed by each of the parties and delivered to the other parties.

         6.5 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES.  This Agreement (a)
constitutes  the entire  agreement,  and  supersedes  all prior  agreements  and
understandings,  both  written and oral,  among the parties  with respect to the
subject  matter of this  Agreement  and (b) is not  intended  to confer upon any



person  other than the  parties  hereto  (and their  respective  successors  and
assigns) any rights or remedies.

         6.6 GOVERNING LAW. This  Agreement  shall be governed by, and construed
in accordance  with,  the laws of the State of Delaware,  regardless of the laws
that might  otherwise  govern under  applicable  principles of conflicts of laws
thereof.

         6.7 ASSIGNMENT. Neither this Agreement nor any of the rights, interests
or  obligations  hereunder  shall be  assigned,  in whole or in part  (except by
operation  of law),  by any of the  parties  hereto  without  the prior  written
consent of the other parties  hereto,  except that the Buyer may assign,  in its
sole discretion,  any of or all its rights, interests and obligations under this
Agreement to any parent or to any direct wholly-owned  subsidiary of any parent,
but no  such  assignment  shall  relieve  the  Buyer  of any of its  obligations
hereunder.  Subject to the preceding  sentence,  this Agreement shall be binding
upon,  inure to the benefit of and be  enforceable  by, the  parties  hereto and
their respective successors and assigns.

         6.8  CONSENT  TO  JURISDICTION.  Each  of  the  parties  hereto  hereby
irrevocably and  unconditionally  submits,  for itself and its property,  to the
exclusive jurisdiction of the Delaware Court of Chancery or any federal court of
the United States of America sitting in the State of Delaware or in the Southern
District of New York,  and any  appellate  court from any thereof,  in any suit,
action or other  proceeding  arising out of or relating to this Agreement or the
agreements  delivered in connection  herewith or the  transactions  contemplated
hereby or thereby or for  recognition or  enforcement  of any judgment  relating
thereto,  and each of the parties hereby  irrevocably and  unconditionally:  (a)
agrees not to commence any such action or proceeding except in such courts;  (b)
agrees that any claim in respect of any such action or  proceeding  may be heard
and determined in the Delaware Court of Chancery or, to the extent  permitted by
law, in such federal court; (c) waives, to the fullest extent it may legally and
effectively  do so,  any  objection  which it may now or  hereafter  have to the
laying  of venue of any such  action  or  proceeding  in the  Delaware  Court of
Chancery  or any such  federal  court;  and (d) waives,  to the  fullest  extent
permitted by law, the defense of an  inconvenient  forum to the  maintenance  of
such action or proceeding in the Delaware  Court of Chancery or any such federal
court.  Each of the  parties  hereto  agrees  that a final  judgment in any such
action  or  proceeding  shall  be  conclusive  and  may  be  enforced  in  other
jurisdictions  by suit on the judgment or in any other  manner  provided by law.
Each party to this Agreement  irrevocably  consents to service of process in the
manner  provided for notices in Section  6.2.  Nothing in this  Agreement  shall
affect the right of any party to this  Agreement  to serve  process in any other
manner permitted by law.

         6.9 WAIVER OF JURY  TRIAL.  Each party  hereto  hereby  waives,  to the
fullest extent permitted by Applicable Laws, any right it may have to a trial by
jury in respect of any suit,  action or other proceeding  directly or indirectly
arising out of, under or in connection  with this  Agreement.  Each party hereto
(a) certifies that no  representative,  agent or attorney of any other party has
represented,  expressly or otherwise, that such party would not, in the event of
any action,  suit or  proceeding,  seek to enforce the foregoing  waiver and (b)
acknowledges  that it and the other  parties  hereto have been  induced to enter
into  this   Agreement,   by,  among  other   things,   the  mutual  waiver  and
certifications in this Section 6.9.

         6.10 ENFORCEMENT. The parties agree that irreparable damage would occur
if any of the provisions of this Agreement were not performed in accordance with
their specific terms or were otherwise  breached.  It is accordingly agreed that
the  parties  shall be  entitled  to an  injunction  or  injunctions  to prevent
breaches of this Agreement and to enforce  specifically the terms and provisions
of this  Agreement in any Delaware Court of Chancery or any federal court of the



United  States of America  sitting in the State of Delaware  or in the  Southern
District of New York,  this being in addition to any other  remedy to which they
are entitled at law or in equity.

         6.11 SEVERABILITY.  If any term or other provision of this Agreement is
invalid,  illegal or  incapable  of being  enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect 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  determination  that any term or other provision
is invalid,  illegal or incapable of being  enforced,  the parties  hereto shall
negotiate  in good faith to modify this  Agreement  so as to effect the original
intent of the parties as closely as possible in an acceptable  manner to the end
that transactions contemplated hereby are fulfilled to the extent possible.

         6.12  AMENDMENTS;  WAIVERS.  Any  provision  of this  Agreement  may be
amended or waived,  but only if such  amendment  or waiver is in writing  and is
signed, in the case of an amendment,  by each party to this Agreement or, in the
case of a waiver, by each party against whom the waiver is to be effective.

         6.13  FURTHER  ASSURANCES.  Promptly  upon  request by the Buyer,  each
Seller  shall  execute,  acknowledge,   deliver,  file,  re-file,  register  and
re-register,  any and all such further acts, certificates,  assurances and other
instruments  as the Buyer may  require  from time to time in order to: (a) carry
out more  effectively the purposes and intent of this Agreement;  (b) enable the
Buyer to exercise and enforce their  respective  rights and remedies  hereunder;
and (c) to better  transfer,  preserve,  protect  and  confirm  to the Buyer the
rights  granted or now or hereafter  intended to be granted to them hereunder or
under each other  instrument  executed  in  connection  with or pursuant to this
Agreement.




                            [signatures on next page]


IN WITNESS  WHEREOF,  the Buyer and each Seller have caused this Stock  Purchase
Agreement to be duly executed as of the day and year first above written.


                                                   /s/ Roger Lipton
                                       -----------------------------------------
                                                       Roger Lipton


                                                   /s/ Mary Lipton
                                       -----------------------------------------
                                                       Mary Lipton


                                       RHL ASSOCIATES, L.P.

                                       By:  Lipton Financial Services, Inc.
                                       Its: General Partner

                                       By:    /s/ Roger Lipson
                                            ------------------------------------
                                       Name: Roger Lipton
                                       Its:  President

                                       DOLPHIN DIRECT EQUITY PARTNERS, L.P.

                                       By:   Dolphin Advisors, LLC
                                       Its:  Managing Partner

                                       By:   Dolphin Management, Inc.
                                       Its:  Managing Member

                                       By:   /s/ Peter E. Salas
                                            ------------------------------------
                                       Name: Peter E. Salas
                                       Its:  President


                                   SCHEDULE I

                            OWNERSHIP OF COMMON STOCK



                                 Number of Shares           Purchase
     Name of Seller              of Common Stock              Price
     --------------              ----------------             -----

   ROGER LIPTON                     1,033,604              $516,802.00

   RHL ASSOCIATES, L.P.,              634,619              $317,309.50

   MARY LIPTON                         49,000               $24,500.00



                             ---------------------------------------------
     Total                          1,717,223              $858,611.50
                             =============================================
-----END PRIVACY-ENHANCED MESSAGE-----