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                                                                    Exhibit 10.4


                                   Cosi. Inc.

                               Deferred Stock Plan

         1. The Plan. The purpose of this Cosi, Inc. Deferred Stock Plan (the
"Deferred Stock Plan") is to assist a select group of key employees in
maintaining their level of ownership of the common stock, par value $.01 per
share (the "Common Stock"), of Cosi, Inc. (the "Company") by providing a way to
defer the proceeds form exercises of stock options granted under the Company's
Stock Incentive Plan and such other stock option plan or plans as may be in
effect from time to time (the "Stock Option Plans"). The Deferred Stock Plan is
an unfunded liability of the Company for federal income tax purposes and for
purposes of Title I of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"). Participants in the Deferred Stock Plan are general unsecured
creditors of the Company with respect to assets held by the Company pursuant to
his Deferred Stock Plan.

         2. Definitions. Capitalized terms used but not otherwise defined in the
Deferred Stock Plan shall have the meanings set forth below:

         "Board" shall mean the Board of Directors of Cosi, Inc.

         "Code" shall mean the Internal Revenue Code of 1986, as amended.

         "Common Stock Unit" shall mean a derivative security of the Company
entitling the holder thereof to receive (i) at the time of the payment of any
cash or stock dividend by the Company on its Common Stock (other than a stock
dividend effectuating a stock split), that amount of cash or that number of
shares distributed to the holder of a share of Common Stock and (ii) at the time
of payment of Proceeds pursuant to the terms hereof and any Election Form, one
share of Common Stock.

         "Compensation Committee" shall mean the Compensation Committee of the
Board of Directors of the Company.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.

         "Exercise Price" shall mean the exercise price of the Options granted
under the Stock Option Plans as set forth in the stock option agreements
relating to such Options.

         "Fair Market Value" shall mean the closing bid price of the Company's
Common Stock on the national exchange, over-the-counter or other stock market on
which the Company is listed on the specified day and, if such day is not a
trading day on such exchange or stock market, the closing price on the prior
trading day. If the Company's Common Stock is not publicly traded on a national
exchange or stock market, the Fair market Value shall be determined by the
Board.
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         "Mature Shares" shall mean shares of the Company's Common Stock owned
by a Participant for six months or more at the time of the exercise of Options.

         "Options" shall mean all of the non-qualified stock options granted
pursuant to a specific grant under one of the Company's Stock Option Plans. Such
Options must be fully exercisable pursuant to the terms of the applicable Stock
Option Plan and the stock option agreement pertaining to such Options.

         "Participants" shall mean those persons designated by the Compensation
Committee of the Board as participants in this Deferred Stock Plan.

         "Proceeds" shall mean the proceeds of an exercise of Options. In the
case of an exercise with the payment of the Exercise Price in cash, such
Proceeds shall be the number of shares of Common Stock subject to the Options
being exercised. In the case of an exercise with the payment of the Exercise
Price by tender of (or attestation to ownership of) previously acquired shares
of Common Stock, the Proceeds shall be the number of shares of Common Stock
subject to such Options, reduced by the number of shares of Common Stock with a
value equal to the aggregate Exercise Price payable to the Company. upon
exercise of the Options. For purposes of determining the Proceeds, the number of
shares of Common Stock with a value equal to the aggregate Exercise Price shall
be determined by dividing the aggregate Exercise Price of the Options by the
Fair Market Value of a share of Common Stock on the date of exercise, and
rounding down to the next lowest whole number.

         "Securities Act" shall mean the Securities Act of 1933, as amended.

         3. Administration of the Plan. The Deferred Stock Plan shall be
administered by the Compensation Committee which shall, in its sole discretion,
determine the persons who may participate in and the terms and conditions of
deferrals under the Deferred Stock Plan. The Compensation Committee shall have
the authority to interpret the Deferred Stock Plan and to adopt from time to
time such guidelines, rules, agreements and documents for the administration of
the Deferred Stock Plan as it deems necessary or appropriate.

         4. Deferral of Proceeds of Stock Option Exercises. A Participant may
elect to defer the receipt of Proceeds by executing and delivering a deferral
election form, substantially in the form attached hereto as Exhibit A and
subject to the conditions hereinafter rest forth (an "Election Form"), to the
Compensation Committee or its designee. Such election to defer receipt of the
Proceeds pursuant to this Deferred Stock Plan shall be irrevocable. The Election
Form must be received by the Compensation Committee or its designee at least six
months prior to the date that the option will be exercised (or such shorter
period as may be approved in advance by the Compensation Committee).

         5. Direction of Deferral. The Election Form must specify the time
period during which receipt of the Proceeds is deferred. Such period must be at
least five years from the date of exercise of the Options, but may be longer at
the discretion of the Participant. A Participant may extend the deferral period
relating to Options previously deferred by executing and


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delivering an additional Election Form with respect to such Options to the
Compensation Committee or its designee at any time up to one year before the
previous deferral expires.

         6. Exercise of Options. Participants shall exercise Options by
delivering a Notice of Exercise to Kenneth S. Betuker, Chief Financial Officer,
prior to the date of exercise of the Options. Such notice shall either (i) be
accompanied by a check in payment of the aggregate Exercise Price of the options
or (ii) shall request an exercise of such Options pursuant to the tender of or
attestation to the ownership of previously acquired shares of Common Stock and
contain an attestation by the Participant that he or she owns Mature Shares with
a Fair Market Value equal to or greater than the aggregate Exercise Price of the
Options.

         7. Payment of Proceeds. Unless otherwise specified in the Election Form
pertaining to the Options and their Proceeds, upon the expiration of the
deferral period, the Company shall pay the Proceeds to the Participant in one
payment by issuing shares of Common Stock. Participants may elect to receive the
Proceeds in several payments over a number of years or may elect to receive that
portion of the Proceeds having a specified value in several payments over a
number of years by specifying the desired payment terms in the Election Form.
Notwithstanding any election by the Participant, in the event of the
Participant's death, the Committee shall promptly determine, in its sole
discretion after consideration of the tax and other consequences of such
decision, whether to pay the Proceeds into the Participant's estate immediately
or to defer payment in accordance with the term specified in the Election Form.
A Participant may specify in his or her Election Form that payment of the
Proceeds shall be made to a designated beneficiary or beneficiaries upon his or
her death.

         8. Payment of Proceeds in Special Circumstances. Notwithstanding any
election made by a Participant and the terms thereof, upon (i) any occurrence
causing a Participant to become substantially or completely disabled or (ii) the
occurrence of an unforeseeable emergency beyond the reasonable control of a
Participant that causes or threatens to cause severe financial hardship to a
Participant or his or her family if early withdrawal of Proceeds is not
permitted, then, at the request of such Participant the Committee may, in its
sole discretion, approve the payment of the Proceeds prior to the expiration of
the deferral period specified in the Election Form pertaining to specified
Options and the Proceeds thereof. Any early payment of Proceeds shall be limited
to the amount reasonably necessary to meet the emergency.

         9. Deferred Compensation Account. Upon the exercise by a Participant of
Options subject to an Election Form, the Company shall establish a deferred
compensation account for such Participant. The Company shall issue and credit to
such account the number of Common Stock Units equal to the number of shares of
Common Stock constituting the Proceeds. If the Company declares and pays cash or
stock dividends on its Common Stock (other than a stock dividend effectuating a
stock split) the Company shall pay such dividends to the Participant directly.
In the event of a stock split or reverse stock split, the number of Common Stock
Units in each Participant's account shall be adjusted appropriately. In the
event of a merger or other corporate event effecting a payment for or exchange
of the Company's outstanding securities, Common Stock Units shall be treated as
if they were shares of Common Stock owned by the Participant, except that the
Compensation Committee shall determine, in its sole discretion and


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on an individual Participant basis, whether such payments or shares received in
exchange for the Company's Common Stock shall be subject to the terms of the
Election Form pertaining to the Options and Proceeds thereof reflected as Common
Stock Units in each Participant's deferred compensation account. Upon the
expiration of the deferral period specified by a Participant in an Election
Form, or upon the date specified for a partial payment of the Proceeds by a
Participant in an Election Form, the number of Common Stock Units in a
Participant's account shall be reduced by the number of shares of Common Stock
issued to the Participant in payment of the Proceeds.

         10. Tax Withholding upon Payment. Prior to the date of any payment of
Proceeds, a Participant shall arrange for the payment of required tax
withholdings for federal, state and local income taxes and any other applicable
taxes by either delivering such tax withholding amounts to the Company or by
authorizing the Company to withhold shares of Common Stock with a value equal to
such tax withholdings from the payment of the Proceeds.

         11. Assignment of Deferred Compensation Account. A Participant may not
sell, transfer, assign, pledge or otherwise encumber the balance in his or her
deferred compensation account. A Participant may, however, specify in his or her
Election Form a beneficiary or beneficiaries to receive the Proceeds upon his or
her death.

         12. Amendment or Termination of the Plan. The Compensation Committee
may modify or amend this Deferred Stock Plan at any time; provided, however,
that no modification or amendment may adversely affect deferrals made prior to
the date thereof without the written consent of the affected Participant. The
Compensation Committee may also terminate the Deferred Stock Plan, but such
termination shall not affect the Company's obligations to pay Proceeds to
Participants pursuant to any deferral made prior to the effective date of such
termination.

         13. Governing Law. This Deferred Stock Plan shall be governed by
federal laws and the laws of the State of New York.


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