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                                                              Exhibit 10.6.8

                         EXECUTIVE EMPLOYMENT AGREEMENT

     This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made this thirteenth
day of December, 1996, by and between Thomas Howley ("Employee") and Au Bon
Pain, Co., Inc., a Delaware corporation with a principal place of business in
Boston, Massachusetts (the "Company").

     WHEREAS, the Company wishes to employ and engage the services of the
Employee in an executive capacity for the Company, upon the terms, conditions,
and provisions of this Agreement; and

     WHEREAS, the Employee desires to provide services to the Company in
accordance with the terms, conditions, and provisions of this Agreement;

     NOW, THEREFORE, in consideration of the mutual covenants set forth herein,
and other good and valuable consideration, the receipt of which is hereby
acknowledged, the Company and Employee hereby agree as follows:

1.   DEFINITIONS

     For all purposes of this Agreement, the following terms shall have the
     meanings specified in this Section 1 unless the context clearly requires
     otherwise:

     (a)  "BASE SALARY" means the Employee's annualized base salary set forth in
          Section 3 of this Agreement, and such increases thereto as may be
          established by the Company from time to time. In no event, however,
          shall Employee's Base Salary be less than the amount set forth in
          Section 3 of this Agreement. "Base Salary" shall not include any
          bonus, incentive compensation or employee benefits;

     (b)  "BENEFITS" means all employee benefits provided to the Employee by the
          Company, including medical, dental, long-term disability, life
          insurance, and such other benefits as may be provided from time to
          time by the Company generally to its employees;

     (c)  "INCENTIVE COMPENSATION" means additional compensation provided to the
          Employee by the Company during the term of this Agreement, if any,
          other than Base Salary and Benefits;

     (d) "SEVERANCE" means payments by the Company to the Employee after
          termination of employment, pursuant to this Agreement, at the rate
          of the Employee's annualized Base Salary (and car allowance, if
          any) as of the date of Employee's termination. Severance is payable
          on a weekly basis in substantially equal installments following
          Employee's termination, in such increments and for such period(s)
          of time designated in this Agreement ("Severance Period").
          Severance shall not include any bonuses or other Incentive
          Compensation. Except as set forth in the immediately preceding
          sentence, Severance shall also include the continuation of
          Employee's Benefits existing at the time of Employee's termination
          for the Severance Period. Employee shall be responsible for making
          all required contributions to continue Benefits during the
          Severance Period on the same basis as existed at the time of the
          Employee's termination. Severance shall be reduced (dollar for
          dollar) by any compensation and benefits Employee receives or earns
          during the Severance Period from any source other than the Company
          including, without limitation, salary, employee benefits,
          consulting fees, income from self-employment or otherwise.

2.   EMPLOYMENT

     The Company agrees to employ the Employee to render services to the Company
     in an executive capacity. Effective as of the date hereof, Employee hereby
     accepts such employment subject to the terms and conditions set forth
     herein. Employee agrees to devote his full attention, best talents and
     abilities to the job and to perform faithfully his duties and
     responsibilities hereunder.

3.   COMPENSATION

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     The Company shall pay Employee a Base Salary at the rate of $109,200
     annualized, Incentive Compensation, and Benefits, subject to federal and
     state withholdings and customary payroll deductions.

4.   TERM

     Unless terminated as provided in Section 5, or as otherwise provided in
     this Agreement, this Agreement shall continue for a two-year period from
     the commencement of Employee's employment with the Company or the effective
     date of this Agreement, whichever is later; thereafter, this Agreement
     shall automatically renew for additional one-year periods, unless either
     party notifies the other in writing of its intent not to renew this
     Agreement at least twenty-six (26) weeks prior to its expiration. In the
     event that either party gives notice of intent not to renew this Agreement,
     the Employee shall not be entitled to Severance.

5.   TERMINATION

     (a)  TERMINATION FOR CAUSE
          The Company may terminate Employee's employment at any time for cause,
          upon written notice specifying the reasons. As used herein, the term
          "cause" shall mean:

          (i)  The commission by Employee of any act of embezzlement, fraud,
               larceny, theft, or other willful misconduct or gross negligence
               in connection with the performance of Employee's duties which
               adversely affects the affairs of the Company;

          (ii) Employee's conviction of a felony, or conviction of a misdemeanor
               involving moral turpitude;

          (iii) A material breach of the terms of this Agreement which continues
               for fifteen (15) days after the Company has given written notice
               to the Employee specifying in reasonable detail the material
               breach.

     (b)  TERMINATION WITHOUT CAUSE
          Notwithstanding any other provision of this Agreement, the Company may
          terminate Employee's employment, without cause, at any time, for any
          reason, effective upon thirty (30) days' written notice to the
          Employee. In the event of a termination without cause, the Employee
          shall be entitled to twenty-six (26) weeks' Severance.

     (c)  RESIGNATION
          The Employee may at any time during the term of this Agreement resign
          employment, effective upon ninety (90) days' written notice to the
          Company. Upon such resignation, the Employee shall not be entitled to
          any Severance, and, except as otherwise specifically set forth herein,
          the obligations of the Company to the Employee under this Agreement
          shall terminate upon the effective date of such resignation. Employee
          agrees to continue to perform his duties hereunder, and otherwise
          assist the Company in an orderly transition, during such ninety-day
          period.

     (d)  DISABILITY

          The Company may terminate Employee's employment if, at any time during
          the term of this Agreement, the Employee shall become disabled so that
          he is unable to perform the Employee's regular duties of employment,
          with reasonable accommodation, for a period of ninety (90) days in the
          aggregate during any 180-day period. The determination of the
          Employee's disability for purposes of this Section 5(d) shall be made
          by a qualified physician acceptable to both parties. In the event that
          the Company and the Employee are unable to agree upon a qualified
          physician, each party shall select a qualified physician, and in the
          even those two physicians are unable to agree upon a determination as
          to Employee's disability, a third neutral physician ("Neutral
          Physician") acceptable to the parties shall be selected. The
          determination of disability by the Neutral

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          Physician shall be final and binding for purposes of this Agreement.
          In the event this Agreement is terminated pursuant to this Section
          5(d), the Employee shall be entitled to twenty-six (26) weeks'
          Severance. Such Severance shall be offset dollar for dollar by any
          payments made in the aggregate to the Employee under the Company's
          existing Salary Continuation and Long-Term Disability Plan(s).

     (e)  DEATH
          This Agreement and all obligations of the Company hereunder shall
          terminate upon the death of the Employee. In the event of a
          termination upon the death of the Employee, monies or compensation
          owed by the Company to the Employee up to the date of termination
          shall be paid to the Employee's estate or designee.

6.   CONFIDENTIAL NATURE OF THIS AGREEMENT

     Employee agrees to keep confidential the terms of this Agreement. A
     violation of this provision shall entitle the Company to terminate this
     Agreement immediately, for cause, as set forth in Section 5 (a)(iii).
     Notwithstanding the above, the Employee may disclose the terms of this
     Agreement to his immediate family, bankers, accountants, attorneys, and
     other financial advisers, the Internal Revenue Service, the Massachusetts
     Department of Revenue, in the event that disclosure is necessary in
     litigation or arbitration involving this Agreement, or in the event that
     such disclosures shall be compelled by law.

7.   CONFIDENTIAL AND PROPRIETARY INFORMATION

     (a)  The Employee understands and acknowledges that in the course of
          employment with the Company, Employee will have access to confidential
          and proprietary information of the Company and its affiliates (which
          shall mean entities controlling, controlled by or under common control
          with the Company, including without limitation, Saint Louis Bread
          Company, Inc. and its Affiliates) which constitute valuable, special
          and unique assets of the Company and its Affiliates. For purposes of
          this Agreement, such confidential and proprietary information shall
          include, without limitation, the following: trade secrets; operating
          techniques; procedures and methods; product specifications; customer
          lists; account information; price lists; discount schedules;
          correspondence with customers, vendors, employees, partners, or
          others; drawings; software; leads from suppliers; marketing
          techniques; procedures and methods; employee lists; internal financial
          reports of the Company and its Affiliates; sourcing lists; and
          recruiting lists (collectively, "Confidential Information").
     (b)  The Employee agrees that during the term of this Agreement and at any
          time thereafter, Employee will not, without the authorization of the
          Company: (I) disclose any Confidential Information to any person or
          entity for any purpose whatsoever; or (ii) make use of any
          Confidential Information for Employee's own purposes or for the
          benefit of any other person or entity, other than the Company and its
          Affiliates.
     (c)  The Employee agrees that upon the request of the Company or upon
          termination of employment, Employee shall return to the Company all
          documents or other materials, including electronic or computerized
          data, containing or relating to Confidential Information, along with
          all other Company property.

8.   RESTRICTIVE COVENANT

     During the term of this Agreement, and for one year after its termination,
     for whatever reason, the Employee shall not, directly or indirectly, either
     as an individual, employee, partner, officer, owner, director, shareholder,
     advisor or consultant, or in any other capacity whatsoever, on behalf of
     any person, firm, corporation, partnership or entity:

     (a)  be employed by or retained as a consultant or advisor to a competitive
          entity in the bakery/coffee/deli business. For purposes of this
          Agreement, "competitive entity"

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          includes, without limitation, the following companies doing business
          as: WALL STREET DELI; PARADISE BAKERY, INC.; STARBUCKS; VIE DE FRANCE;
          JAVA CITY; BRUEGGER'S BAGEL BAKERY; FINAGEL-A-BAGEL; LE BOULANGERIE;
          GREAT HARVEST; EINSTEIN'S/NOAH'S; PEET'S; CORNER BAKERY; BIG SKY, and
          their respective parents, subsidiaries, franchisees, affiliates,
          successors, or assigns. Additionally, "competitive entity" shall
          include, without limitation, any company which generates in the
          aggregate more than 25% of its revenues from the sale of baked goods
          and coffee, and their respective parents, subsidiaries, franchisees,
          affiliates, successors or assigns. Notwithstanding the above, the
          direct or indirect ownership of one percent (1%) or less of the stock
          of a competitive entity whose shares are listed on a national
          securities exchange or are quoted on the National Association of
          Securities Dealers Automated Quotation System or so-called Bulletin
          Board shall not, in and of itself, be deemed to be a violation of this
          Section 8(a);

     (b)  recruit, solicit, hire, or assist any other person or party in
          recruiting, soliciting, or hiring any employee of the Company or any
          of its Affiliates or any of their respective franchises.

          The Company may, in its sole discretion, waive enforcement of the
          provisions of this Section 8, which waiver shall be evidenced solely
          by the execution and delivery to the Employee of a written document
          setting forth the terms of such waiver, executed by an authorized
          representative of the Company.

9.   ENFORCEMENT

     Employee agrees and acknowledges that a violation of Sections 7 or 8 of
     this Agreement shall entitle the company to terminate this Agreement
     immediately, which termination shall be conclusively deemed to be a
     termination for cause, as set forth in Section 5(a) hereunder. In the event
     of a violation of Sections 7 or 8 of this Agreement, any further Severance,
     salary continuation, Benefits or other future compensation otherwise owed
     pursuant hereto shall be forfeited, and any Severance already paid or
     provided to the Employee shall likewise be forfeited and shall be
     immediately returned to the Company.

     The Employee acknowledges and agrees that the Company's remedies at law for
     a breach of Sections 7 or 8 of this Agreement are inadequate and that the
     harm caused thereby is irreparable. The Employee expressly agrees that in
     the event of a violation of Sections 7 or 8 of this Agreement, the Company
     shall be entitled to equitable relief enforcing the terms of this
     Agreement, including without limitation, specific performance, a temporary
     restraining order, preliminary injunction or permanent injunction to
     prevent any breach or attempted breach thereof. The provisions of Sections
     7, 8, and 9 shall survive the termination of this Agreement, in addition to
     any other which may survive pursuant to the terms of this Agreement.

10.  SEVERABILITY

     If any provision of this Agreement including, without limitation, Sections
     7, 8, or 9 hereof, is declared or found to be illegal, unenforceable, void,
     overbroad, or unreasonable in scope, territory, or duration, in whole or in
     part, then both parties will be relieved of all obligations arising under
     such provision, but only to the extent it is illegal, unenforceable, void,
     overbroad, or unreasonable in scope, territory or duration. The intent and
     agreement of the parties to this Agreement is that this Agreement will be
     deemed amended by modifying any such illegal, unenforceable, void,
     overbroad or unreasonable provision to the extent necessary to make it
     legal and enforceable while preserving its intent, or if such is not
     possible, by substituting therefor another provision that is legal and
     enforceable and achieves the same objectives. The foregoing
     notwithstanding, if the remainder of this Agreement will not be affected by
     such declaration or finding and is capable of substantial performance, then
     each provision not so affected will be enforced to the extent permitted by
     law.

11.  ARBITRATION

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     Any controversy or claim arising out of or relating to this Agreement or
     Employee's employment with the Company, except for claims of violation by
     the Employee of Sections 7 and 8 hereof which may be enforced by the
     Company in a court of competent jurisdiction pursuant to Section 9 hereof,
     shall be settled exclusively by binding arbitration before a single
     arbitrator in the City of Boston, in accordance with the Commercial
     Arbitration Rules of the American Arbitration Association. The provisions
     hereof shall be a complete bar and defense to any suit, action or
     proceeding instituted by the Employee in any federal, state or local court
     or before any administrative tribunal with respect to any matter which is
     arbitrable as herein set forth. This Section shall survive the termination
     or expiration of this Agreement. Nothing herein contained shall be deemed
     to give any arbitrator any authority, power, or right to alter, change,
     amend, modify, add to, or subtract from any provisions of this agreement.
     The arbitrator shall have no authority to award punitive damages or
     attorney's fees to any party. The decision of the arbitrator shall be final
     and conclusive. Judgment on an award rendered by the arbitrator may be
     entered in any court of competent jurisdiction.

12.  NO CONFLICTING AGREEMENT

     Employee hereby represents and warrants that neither the entry into this
     Agreement nor its performance by Employee will conflict with or result in a
     breach of the terms, conditions or provisions of any other agreement or
     other obligation of any nature to which Employee is a party, or by which he
     is otherwise bound, including, without limitation, any other employment
     agreement, non-competition agreement, or confidentiality agreement.

13.  GOVERNING LAW

     The terms hereof shall be governed by, and construed and interpreted in
     accordance with, the laws of the Commonwealth of Massachusetts, without
     giving effect to its conflict of laws rules which may otherwise require the
     application of the law of another jurisdiction.

14.  SUCCESSORS AND ASSIGNS

     This Agreement shall be binding upon and inure to the benefit of the
     Company and the Employee and their respective successors, assigns, heirs,
     legal representatives, executors and administrators.

15.  NOTICES

     (i)  All notices to the Employee shall be addressed to Employee at: or to
          other such place(s) as may be designated by written notice to the
          Company.

     (ii) All notices to the Company shall be addressed to the Company at:

          19 Fid Kennedy Avenue
          Boston, MA 02210
          Attn: C.E.O.

          With copies to:

          Walter D. Wekstein, Esq.
          Gadsby & Hannah LLP
          125 Summer Street
          Boston, MA 02110

          or to such other place(s) as may be designated by written notice to
          Employee.
     (iii)Notice shall be sufficient if given by hand or by certified mail,
          postage prepaid, return receipt requested, addressed to the party at
          its address described above. Unless

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          otherwise notified in writing, each party shall direct all sums
          payable to the other party at its address for notice purposes.

16.  HEADINGS

     The captions and headings in this Agreement are for convenience and
     reference only, and they shall in no way be held or deemed to define,
     modify or add to the meaning, scope or intent of any provision of this
     Agreement.

17.  ENTIRE AGREEMENT

     This Agreement constitutes the entire agreement between the parties and
     supersedes all prior agreements and understandings, written or oral on the
     subject matter hereof including, but not limited to, offer letters,
     employment letters, and agreements concerning severance pay.

18.  AMENDMENTS

     This Agreement may be modified only by written agreement signed by both the
     Employee and the Company.

19.  WAIVER

     The failure of any part at any time to require the performance of any
     provision(s) hereof shall in no manner affect the right(s) of such party at
     a later time to require the performance of said provision(s), and shall not
     be deemed a waiver of any obligations hereunder.

     IN WITNESS WHEREOF, the parties to this Agreement have executed this
Agreement under seal, as of the date first above written.

AU BON PAIN CO., INC.

By:/s/Ronald M. Shaich                    Date: December 13, 1996
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Witness:/s/Deborah L. Emery               Date: December 13, 1996
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THOMAS HOWLEY

/s/Thomas R. Howley                       Date: January 17, 1997
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Witness:/s/Jodi L. Benedetto              Date: January 17, 1997
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