Exhibit 4.2

[LOGO]   FIRST REPUBLIC BANK
         It's a privilege to serve you(R)
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                                 PROMISSORY NOTE

            (LINE OF CREDIT - PRIME RATE ADJUSTABLE - INTEREST ONLY)

$3,000,000.00                                                     MARCH 31, 2003

      1. PROMISE TO PAY. In installments and at the times stated in this Note,
for value received, COSI, INC., A DELAWARE CORPORATION ("Borrower"), promises to
pay to FIRST REPUBLIC BANK ("Lender"), or order, at 101 PINE STREET, SAN
FRANCISCO, CALIFORNIA 94111, ATTENTION: COMMERCIAL LOAN OPERATIONS, or at such
other place as the Lender may from time to time designate in writing, the
principal sum of THREE MILLION AND 00/100 DOLLARS ($3,000,000.00), or so much
thereof as may be disbursed by the Lender, with interest from the date of
initial disbursement of all or any part of the principal of this Note (the
"Disbursement Date") on unpaid principal at the interest rate or interest rates
provided for in this Note.

      2. INTEREST RATE; PAYMENT OF PRINCIPAL AND INTEREST.

            2.1 CERTAIN DEFINITIONS. For purposes of this Note, the following
terms shall have the following definitions:

                  (a) "Note Rate" means the per annum interest rate on the
principal sum of this Note which is outstanding from time to time.

                  (b) "Index" means the rate of interest publicly announced from
time to time by Bank of America or any successor thereto, as its prime rate or
reference rate. If such financial institution publicly announces more than one
prime rate or reference rate, then the term "Index" shall mean the higher or
highest of such rates.

                  (a) "Interest Payment Date" means APRIL 15, 2003 and the same
date of each month thereafter to and including the same date of the month
immediately preceding the month in which the Maturity Date occurs.

            2.2 INTEREST. From the Disbursement Date to the Maturity Date of
this Note, the Note Rate shall be equal to the Index plus THREE-QUARTERS (0.75)
percentage point(s) per annum, subject to Section 4 below. The Note Rate shall
be adjusted concurrently with, and such adjustments shall be effective on the
same date as, adjustments announced in the Index.

            2.3 PAYMENTS. Principal and interest shall be due and payable as
follows:

                  (a) INTEREST PAYMENTS. Interest only shall be payable in
arrears commencing on the first (1st) Interest Payment Date after the
Disbursement Date and continuing on each Interest Payment Date thereafter until
the Maturity Date.

                  (b) PAYMENT ON MATURITY DATE. The entire unpaid principal
balance of this Note and all accrued and unpaid interest thereon shall be due
and payable on MAY 15, 2004 (the "Maturity Date"). BORROWER ACKNOWLEDGES AND
AGREES THAT (1) THE LOAN EVIDENCED BY THIS NOTE IS NOT AN AMORTIZING LOAN; AND
(2) THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE SHALL BE DUE AND PAYABLE ON THE
MATURITY DATE OF THIS NOTE.

            3. LOAN AGREEMENT; INTEREST COMPUTATION. This Note arises out of a
Loan Agreement dated the same date as this Note (the "Loan Agreement") executed
by Borrower. All terms with an initial capital letter that are used but not
specifically defined in this Note shall have respective meanings given to such
terms in the Loan Agreement. All payments under this Note shall be made in
immediately available funds and shall be credited first to accrued interest then
due, thereafter to unpaid principal, and then to other charges, fees, costs, and
expenses payable by Borrower under this Note or in connection with the loan
evidenced by this Note (the "Loan") in such order and amounts as the Lender may
determine in its sole and absolute discretion. If any payment of interest is not
made when due, at the option of the Lender of this Note, such interest payment
shall bear interest at the same rate as principal from and after the due date of
the interest payment. Principal and interest shall be payable only in lawful
money of the United States of America. The receipt of any check or other item of
payment (a "payment item") by the Lender, at its option, shall not be considered
a payment until such payment item is honored when presented for payment at the
drawee bank or institution, and the Lender, at its option, may delay the credit
of such payment until such payment item is so honored. NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED IN THIS NOTE, INTEREST AT THE RATES PROVIDED FOR IN
THIS NOTE SHALL BE COMPUTED ON THE BASIS OF A THREE HUNDRED SIXTY


REV. DATE 6/00                     Page 1 of 3
LINE OF CREDIT (PRIME RATE ADJ/INTEREST ONLY)
LOAN NO.: 850643866/AFS
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(360) DAY YEAR FOR THE ACTUAL NUMBER OF DAYS DURING WHICH THE PRINCIPAL BALANCE
OF THIS NOTE IS OUTSTANDING. BORROWER ACKNOWLEDGES AND AGREES THAT THE
CALCULATION OF INTEREST ON THE BASIS DESCRIBED IN THE IMMEDIATELY PRECEDING
SENTENCE MAY RESULT IN THE ACCRUAL AND PAYMENT OF INTEREST IN AMOUNTS GREATER
THAN THOSE WHICH WOULD BE PAYABLE IF INTEREST WERE CALCULATED ON THE BASIS OF A
THREE HUNDRED SIXTY-FIVE (365) DAY YEAR.

      4. AFTER MATURITY/DEFAULT RATE OF INTEREST. From and after either (a) the
occurrence of an Event of Default (whether or not the Lender has elected to
accelerate unpaid principal and interest under this Note as a result of such
Event of Default); or (b) the maturity of this Note (whether the stated maturity
date of this Note or the maturity date resulting from the Lender's acceleration
of unpaid principal and interest), then in either of such circumstances,
interest on the unpaid principal balance of this Note shall accrue at a rate
equal to eight percent (8%) per annum above the otherwise applicable Note Rate.

      5. LATE CHARGE. If any installment of interest under this Note is not paid
within ten (10) days after the date on which it is due, Borrower shall
immediately pay a late charge equal to ten percent (10%) of such installment to
the Lender to compensate the Lender for administrative costs and expenses
incurred in connection with such late payment. Borrower agrees that the actual
damages suffered by the Lender because of any late installment payment are
extremely difficult and impracticable to ascertain, and the late charge
described in this Section represents a reasonable attempt to fix such damages
under the circumstances existing at the time this Note is executed. The Lender's
acceptance of any late charge shall not constitute a waiver of any of the terms
of this Note and shall not affect the Lender's right to enforce any of its
rights and remedies against any Person liable for payment of this Note.

      6. WAIVERS. Borrower and all sureties, guarantors, endorsers and other
Persons liable for payment of this Note (a) waive presentment, demand for
payment, protest, notice of demand, dishonor, protest and nonpayment, and all
other notices and demands in connection with the delivery, acceptance,
performance, default under, and enforcement of this Note; (b) waive the right to
assert any statute of limitations as a defense to the enforcement of this Note
to the fullest extent permitted by law; (c) consent to all extensions and
renewals of the time of payment of this Note and to all modifications of this
Note by the Lender and Borrower without notice to and without in any way
affecting the liability of any Person for payment of this Note; and (d) consent
to any forbearance by the Lender and to the release, addition, and substitution
of any Person liable for payment of this Note and of any or all of the security
for this Note without notice to and without in any way affecting the liability
of any Person for payment of this Note.

      7. DEFAULT. The Loan Agreement provides, among other things, for the
acceleration of the unpaid principal balance and accrued interest under this
Note upon the occurrence of certain events. The Lender, at its option and
without notice to or demand on Borrower or any other Person, may terminate any
or all obligations which it may have to extend further credit to Borrower and
may declare the entire unpaid principal balance of this Note and all accrued
interest thereon to be immediately due and payable upon the occurrence of any
Event of Default.

      8. APPLICATION OF PAYMENTS. Upon the occurrence of any Event of Default,
the Lender, at its option, shall have the right to apply all payments made under
this Note to principal, interest, and other charges, fees, costs and expenses
payable by Borrower under this Note or in connection with the Loan in such order
and amounts as the Lender may determine in its sole and absolute discretion.

      9. MODIFICATIONS; CUMULATIVE REMEDIES; LOSS OF NOTE; TIME OF ESSENCE. No
modification or waiver by the Lender of any of the terms of this Note shall be
valid or binding on the Lender unless such modification or waiver is in writing
and signed by the Lender. The Lender's rights and remedies under this Note are
cumulative with and in addition to all other legal and equitable rights and
remedies which the Lender may have in connection with the Loan. The headings to
sections of this Note are for convenient reference only and shall not be used in
interpreting this Note. If this Note is lost, stolen, or destroyed, upon
Borrower's receipt of a reasonably satisfactory indemnification agreement
executed by the Lender, or if this Note is mutilated, upon the Lender's
surrender of the mutilated Note to Borrower, Borrower shall execute and deliver
to the Lender a new promissory note which is identical in form and content to
this Note to replace the lost, stolen, destroyed or mutilated Note. Time is of
the essence in the performance of each provision of this Note by Borrower.

      10. ATTORNEYS' FEES. If Borrower defaults under any of the terms of this
Note, Borrower shall pay all costs and expenses, including without limitation
reasonable attorneys' fees and costs, incurred by the Lender in enforcing this
Note immediately upon the Lender's demand, whether or not any action or
proceeding is commenced by the Lender.

      11. APPLICABLE LAW; PREPAYMENT; SUCCESSORS. This Note shall be governed by
and interpreted in accordance with the laws of the State of California. Borrower
shall have the right to prepay all or part of the outstanding principal balance
of this Note at any time without payment to the Lender of a prepayment fee or
charge. This Note shall be the joint and several obligation of all Persons
executing this Note as Borrower and all sureties, guarantors, and endorsers of
this Note, and this Note shall be binding upon each of such Persons and their
respective successors and assigns. This Note shall inure to the benefit of the
Lender and its successors and assigns.


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      12. INDEX. If the Index ceases to be made available, the Lender shall
select an alternate index as a substitute for the Index (the "Substituted
Index") which, in the Lender's good faith judgment, is comparable to the Index
and which is not likely to result in the Note Rate being substantially different
than if such prior Index had continued to be made available. In such event, the
Lender shall adjust the percentage point spread set forth in Section (a) above
(the "Spread") based on the value of the Substituted Index as of the last
preceding date on which the interest rate was adjusted or, if no such adjustment
has yet occurred, as of the date of this Note, such that the sum of the
Substituted Index and the adjusted Spread equals the sum of the prior Index plus
the prior Spread. Borrower acknowledges and agrees that (a) the Index represents
an index which is quoted, published or announced from time to time by the
financial institution identified in Section 2.1(b) above as an index for
variable interest rates; (b) the Index does not represent the lowest interest
rate charged by the Lender; and (c) loans may be made by the Lender at, above,
or below the Index. This Note is secured by one or more security or pledge
agreements dated the same date as this Note executed in favor of the Lender, as
secured party.

BORROWER:


COSI, INC.,
A DELAWARE CORPORATION


BY: /s/  KENNETH S. BETUKER
   -------------------------
    KENNETH S. BETUKER
    CHIEF FINANCIAL OFFICER


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