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                                                                 Exhibit 10.6.11


February 16, 2001


Diane Parsons-Salem
2507 Ocean Drive
Unit 4A-2
Emerald Isle, NC 28594


Dear Diane:

Based on your experience, background presented and the belief that we can
together help Panera grow into a significant national brand, Panera Bread is
pleased to offer you the position of Vice President and General Counsel,
reporting to the Chairman and Chief Executive Officer, Ron Shaich. We would like
this position to be effective on or before Monday, April 2, 2001.

Your salary for this position will be payable at the bi-weekly rate of $6,346.15
($165,000 annually). In addition, it is our understanding that your compensation
will include the following:

         o        Consideration for 20,000 stock options, which vest to you over
                  5 years. The price per share will be based on the closing
                  share price on the date of the next Board of Director's
                  meeting following your start date.

         o        You will be included in our 2001 Incentive Program. You are
                  guaranteed $33,000 that will be paid in 2002 at the end of
                  your one-year anniversary. This program rewards you for the
                  completion and quality of individually agreed upon objectives
                  as well as the achievement of your business unit's financial
                  goals and overall Company profitability. Your incentive target
                  for plan year 2002 and subsequent years is 20% of your base
                  rate (we refer to it as a "double" when you meet agreed upon
                  expectations) with an upside potential of 40%
                  ("homerun"-significantly exceeding expectations), plus the
                  Company multiplier. The incentive can be paid out in full or
                  portion thereof, including 0% ("strike"), according to the
                  company's financial performance and your individual
                  performance. Your incentive for plan year 2002 will be
                  pro-rated from the date of your guaranteed payout (following
                  your one-year anniversary) to December 31, 2002. Other than
                  your guarantee, the plan design can be modified without
                  notice.

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         o        Your next scheduled review will be as of January 1, 2002; any
                  applicable adjustments will be based on your performance
                  and/or the profitability of the Company.

         o        A car allowance of $5000 paid in bi-weekly increments of
                  $192.31.

         o        Upon acceptance of this offer letter, we will provide you with
                  one house-hunting trip before your start date to find
                  temporary housing. Expenses should be submitted to Karol
                  McNutt.

         o        We will offer you a relocation package of reimbursed expenses
                  not to exceed $50,000 of which $10,000 will be released to you
                  at the end of your first week of employment. All taxable
                  relocation expenses will be included on your W-2 for
                  applicable years. By accepting this offer, you agree that you
                  will reimburse Panera Bread a prorated portion of your
                  relocation expenses if you voluntarily resign your employment
                  with Panera Bread within one year of your start date.

         o        A severance agreement to cover the involuntary termination of
                  your employment by Panera Bread other than "for cause" will
                  provide eight months of salary continuance at the annual base
                  compensation rate plus car allowance and medical and/or dental
                  benefits in effect at the time of termination. Incentive plan
                  payments are not included as part of your severance agreement;
                  however, if you are severed during your guaranteed incentive
                  period (4/2/01 - 4/2/02), the guaranteed incentive will be
                  prorated for the number of months you were employed with us.
                  Upon severance, new options cease to be awarded on your last
                  day worked and existing options cease to vest. Further,
                  severance is paid out bi-weekly, mitigated by future
                  employment and provided after a signed release from you. A
                  document for your signature will follow to confirm this
                  portion of your offer, which will include a non-compete
                  clause.

As a full-time Panera Bread employee, you will be eligible to participate in all
Panera Bread benefit plans. The waiting periods and premiums related to these
benefits and specific information about plan content will be explained during
the orientation process. Our benefit package is subject to ongoing review and
modifications from time to time. You will receive an Employee Handbook at your
benefits orientation, which will explain our vacation and holiday schedule.
Panera Bread is a non-smoking work facility. If you have specific questions
about our benefits, please contact Courtney Higgins at extension 6318.

This offer is also contingent on your ability to provide employment eligibility
documentation as required by law. Please indicate your acceptance of this offer
by signing and returning one original of this letter no later than Monday,
February 26, 2001, after which time this offer will expire.

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We believe that your background and experience will provide a solid foundation
for success with Panera Bread. We are extremely enthusiastic about working with
you. If you have any questions about the enclosed information, please let me
know. Once again, Diane, we welcome you to Panera Bread and we look forward to
your participation, energy, and contributions.


Sincerely,



Ron Shaich                                  Karol McNutt
Chairman and CEO                            Director, Compensation & Benefits


I have read and accepted the provisions as outlined above.


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Date                                    Diane Parsons-Salem