Exhibit 10.1

                      2005 OMNIBUS LONG-TERM INCENTIVE PLAN

               COSI, INC. 2005 OMNIBUS LONG-TERM INCENTIVE PROGRAM


SECTION 1. PURPOSE: The purpose of the Cosi, Inc. 2005 Omnibus Long-Term
Incentive Plan is to provide certain employees of Cosi, Inc. and its Affiliates
(as hereinafter defined) and members of the Board (as hereinafter defined) with
the opportunity to receive stock-based and other long-term incentive grants in
order to attract and retain qualified individuals and to align their interests
with those of stockholders.

SECTION 2. EFFECTIVE DATE: This Plan will become effective as of May 2, 2005,
subject to the approval of the stockholders at the Annual Meeting to be held on
May 2, 2005. Unless sooner terminated as provided herein, the Plan shall
terminate ten years from May 2, 2005. After the Plan is terminated, no future
Awards may be granted under the Plan, but Awards previously granted shall remain
outstanding in accordance with their applicable terms and conditions.

SECTION 3. DEFINITIONS: As used in this Plan, unless the context otherwise
requires, each of the following terms shall have the meaning set forth below.

      (a)   "Affiliate" shall mean any entity that, directly or indirectly,
            controls, is controlled by, or is under common control with, the
            Company.

      (b)   "Award" shall mean a grant of an Option, SAR, Restricted Stock
            Award, Performance Award, or Other Stock Award pursuant to the Plan,
            which may, as determined by the Committee, be in lieu of other
            compensation owed to a Participant.

      (c)   "Award Agreement" shall mean an agreement, either in written or
            electronic format, in such form and with such terms and conditions
            as may be specified by the Committee, which evidences the terms and
            conditions of an Award.

      (d)   "Board of Directors" or "Board" shall mean the board of directors of
            the Company.

      (e)   "Code" shall mean the Internal Revenue Code of 1986, as amended from
            time to time, and any references to a particular section of the Code
            shall be deemed to include any successor provision thereto.

      (f)   "Committee" shall mean the Compensation Committee or such other
            committee of the Board of Directors, which shall consist solely of
            two or more "outside directors" within the meaning of Section 162(m)
            of the Code and "non-employee directors" within the meaning of
            Securities and Exchange Commission Rule 16b-3 promulgated under
            Section 16 of the Securities Exchange Act of 1934, as amended, or
            any such successor provision thereto.

      (g)   "Company" shall mean Cosi, Inc., a Delaware corporation.

      (h)   Intentionally omitted.

      (i)   "Eligible Employee" shall mean an employee of the Company or any
            Affiliate.

      (j)   "Exercise Price" shall mean an amount, as determined by the
            Committee, at which an Option or SAR can be exercised by a
            Participant, which amount shall not be less than the Fair Market
            Value of a Share on the date such Award is granted, unless such
            Option or SAR is granted pursuant to an assumption or substitution
            of another option or stock appreciation right in a manner that
            satisfies the requirements of Section 424(a) of the Code.

      (k)   "Fair Market Value" shall mean, unless otherwise determined by the
            Committee, the closing stock price for a Share as reported on a
            national securities exchange if the Shares are then being traded on
            such an exchange. If no closing price was reported for such date,
            the closing price on the last preceding day on which such a price
            was reported shall be used.

      (l)   "Incentive Stock Option" shall mean an Option which is intended to
            meet the requirements set forth in Section 422 of the Code and which
            only Eligible Employees are eligible to receive.

      (m)   "Nonqualified Stock Option" shall mean an Option not intended to
            qualify as an Incentive Stock Option.

      (n)   "Option" shall mean the right to purchase a Share granted pursuant
            to Section 8, which may take the form of either an Incentive Stock
            Option or a Nonqualified Stock Option.

      (o)   "Other Stock Award" shall mean an Award of Shares or Awards that are
            valued in whole or in part, or that are otherwise based on, Shares,
            including but not limited to dividend equivalents or amounts which
            are equivalent to all or a portion of any federal, state, local,
            domestic, or foreign taxes relating to an Award, which may be
            payable in Shares, cash, other securities, or any other form of
            property as the Committee shall determine, subject to the terms and
            conditions set forth by the Committee and granted pursuant to
            Section 12.

      (p)   "Participant" shall mean an Eligible Employee or member of the Board
            selected by the Committee to receive Awards under the Plan.

      (q)   "Performance Awards" shall mean Awards of Performance Shares or
            Performance Units.

      (r)   "Performance Goal(s)" shall mean the level or levels of Performance
            Measures established by the Committee pursuant to Section 7.

      (s)   "Performance Measures" shall mean any of the following performance
            criteria, either alone or in any combination, which may be expressed
            with respect to the Company or one or more operating units or
            groups, as the Committee may determine: cash flow; cash flow from
            operations; total earnings; earnings per share, diluted or basic;
            earnings per share from continuing operations, diluted or basic;
            earnings before interest and taxes; earnings before interest, taxes,
            depreciation, and amortization; earnings from operations; net asset
            turnover; inventory turnover; capital expenditures; net earnings;
            operating earnings; gross or operating margin; debt; working
            capital; return on equity; return on net assets; return on total
            assets; return on capital; return on investment; return on sales;
            net or gross sales; market share; economic value added; cost of
            capital; change in assets; expense reduction levels; debt reduction;
            productivity; delivery performance; safety record; stock price; and
            total shareholder return. Performance Measures may be determined on
            an absolute basis or relative to internal goals or relative to
            levels attained in prior years or related to other companies or
            indices or as ratios expressing relationships between two or more
            Performance Measures. The Committee shall provide how any
            Performance Measure shall be adjusted to the extent necessary to
            prevent dilution or enlargement of any Award as a result of
            extraordinary events or circumstances, as determined by the
            Committee, or to exclude the effects of extraordinary, unusual, or
            non-recurring items; changes in applicable laws, regulations, or
            accounting principles; currency fluctuations; discontinued
            operations; non-cash items, such as amortization, depreciation, or
            reserves; asset impairment; or any recapitalization, restructuring,
            reorganization, merger, acquisition, divestiture, consolidation,
            spin-off, split-up, combination, liquidation, dissolution, sale of
            assets, or other similar corporate transaction; provided, however,
            that no such adjustment will be made if the effect of such
            adjustment would cause the Award to fail to qualify as "performance
            based compensation" within the meaning of Section 162(m) of the
            Code.

      (t)   "Performance Period" shall mean a period established by the
            Committee pursuant to Section 7 at the end of which one or more
            Performance Goals are to be measured.

      (u)   "Performance Share" shall mean an Award denominated in Shares, which
            is earned during a specified period subject to the terms and
            conditions as determined by the Committee and granted pursuant to
            Section 11.

      (v)   "Performance Unit" shall mean an Award denominated in units having a
            value in dollars or such other currency, as determined by the
            Committee, which is earned during a specified period subject to the
            terms and conditions as determined by the Committee and granted
            pursuant to Section 11.

      (w)   "Plan" shall mean the Cosi, Inc. 2005 Omnibus Long-Term Incentive
            Plan, as amended and restated from time to time.

      (x)   "Restricted Stock" shall mean an Award of Shares, subject to such
            terms and conditions as determined by the Committee and granted
            pursuant to Section 10.

      (y)   "Restricted Stock Award" shall mean an Award consisting of
            Restricted Stock or Restricted Stock Units.

      (z)   "Restricted Stock Unit" shall mean an Award consisting of a
            bookkeeping entry representing an amount equivalent to the Fair
            Market Value of one Share, payable in cash or Shares, and
            representing an unfunded and unsecured obligation of the Company,
            subject to such terms and conditions as determined by the Committee
            and granted pursuant to Section 10.

      (aa)  "Shares" shall mean shares of common stock, $0.01 par value, of the
            Company.

      (bb)  "Stock Appreciation Right" or "SAR" shall mean an Award, which
            represents the right to receive the difference between the Fair
            Market Value of a Share on the date of exercise and an Exercise
            Price, payable in cash or Shares, subject to such terms and
            conditions as determined by the Committee and granted pursuant to
            Section 9.

SECTION 4. ADMINISTRATION: Subject to the express provisions of this Plan, the
Committee shall have authority to interpret the Plan, to prescribe, amend, and
rescind rules and regulations relating to it, and to make all other
determinations deemed necessary or advisable for the administration of the Plan.
In exercising its discretion, the Committee may use such objective or subjective
factors as it determines to be appropriate in its sole discretion. The
determinations of the Committee pursuant to its authority under the Plan shall
be conclusive and binding. The Committee may delegate to one or more officers of
the Company the authority, subject to the terms and conditions as the Committee
shall determine, to grant Awards to employees who are not officers or members of
the Board for purposes of Section 16 of the Securities Exchange Act of 1934, as
amended.

SECTION 5. SHARES AVAILABLE FOR AWARDS

      (a)   Subject to adjustment as provided in Section 5(g), the maximum
            number of Shares available for issuance under the Plan shall be
            3,700,000.

      (b)   If any Shares are subject to an Award that is forfeited, settled in
            cash, expires, or is otherwise terminated without the issuance of
            Shares, such Shares shall again be available for Awards under the
            Plan. Any Shares that are tendered by the Participant or retained by
            the Company as full or partial payment to the Company for the
            purchase of an Award or to satisfy tax withholding obligations in
            connection with an Award shall be available for Awards under the
            Plan. Upon payment of Shares upon the exercise of a SAR, the number
            of Shares available for issuance under the Plan shall be reduced
            only by the number of actual Shares issued in such payment.

      (c)   Unless otherwise determined by the Committee, Awards that are
            designed to operate in tandem with other Awards shall not be counted
            against the maximum number of Shares available under Section 5(a) in
            order to avoid double counting.

      (d)   Notwithstanding the foregoing, the maximum number of Shares that may
            be issued upon the exercise of Incentive Stock Options shall equal
            the aggregate number of Shares stated in Section 5(a), subject to
            adjustment as provided in Section 5(g) to the extent that such
            adjustment does not affect the ability to grant or the qualification
            of Incentive Stock Options under the Plan.

      (e)   Subject to adjustment as provided in Section 5(g), the maximum
            number of Shares under the Plan that are available for Awards other
            than Options and SARs shall be 3,700,000.

      (f)   Any Shares issued under the Plan shall consist, in whole or in part,
            of authorized and unissued Shares, Shares purchased in the open
            market or otherwise, Shares in treasury, or any combination thereof,
            as the Committee or, as appropriate, the Board may determine.

      (g)   In the event of any merger, reorganization, consolidation,
            recapitalization, stock dividend, stock split, reverse stock split,
            spin-off, combination, repurchase or exchange of Shares or other
            securities of the Company, or similar corporate transaction, as
            determined by the Committee, the Committee shall, in such manner as
            it may deem equitable and to prevent dilution or enlargement of the
            benefits or potential benefits intended to be made available under
            the Plan, adjust the number and type of Shares available for Awards
            under the Plan, the number and type of Shares subject to outstanding
            Awards, and the Exercise Price with respect to any Award; provided,
            however, that any fractional Share resulting from an adjustment
            pursuant to this Section 5(g) shall be rounded to the nearest whole
            number.

SECTION 6. ELIGIBILITY: The Committee from time to time may designate which
Eligible Employees and members of the Board shall become Participants under the
Plan.

SECTION 7. CODE SECTION 162(m) PROVISIONS

      (a)   Notwithstanding any other provision of the Plan, if the Committee
            determines at the time an Award is made to a Participant that such
            Participant is or may be for the tax year in which the Company would
            claim a tax deduction in connection with the Award, a Covered
            Employee (as that term is defined in Section 162(m) of the Code),
            the Committee may provide, in writing, that this Section 7 is
            applicable to such Award under such terms and conditions as the
            Committee may specify.

      (b)   Notwithstanding any other provision of the Plan other than Section
            5(g), if the Committee provides that this Section 7 is applicable to
            a particular Award, no Participant shall receive such an Award or
            Awards having an aggregate Option/SAR Value, Performance Share
            Value, and Performance Unit Value (as hereinafter defined) of
            greater than the larger of $3,000,000 or the Fair Market Value of
            400,000 Shares for any fiscal year of the Company, where: (i) the
            Option/SAR Value shall mean the Fair Market Value of the number of
            Shares underlying an Award of Options in any fiscal year of the
            Company or the Fair Market Value of a number of Shares equal to the
            number of SARs awarded in any fiscal year of the Company, with such
            Fair Market Value determined as of the date of grant of each Award,
            multiplied by 50%; (ii) the Performance Share Value shall mean the
            Fair Market Value, as of the date of grant of each such Award, of
            the maximum number of Shares that the Participant could receive from
            an Award of Performance Shares granted in the fiscal year; provided,
            however, that such number of Shares shall be divided by the number
            of full fiscal years of the Company contained in the Performance
            Period of a particular Award, and provided further, that if any
            other Awards of Performance Shares are outstanding for such
            Participant for a given fiscal year, the Performance Share Value
            shall be increased for each such given fiscal year by the Fair
            Market Value of Shares that could be received by the Participant
            under all such other Awards calculated on the date each such Award
            was granted, divided, for each such Award, by the number of full
            fiscal years of the Company contained in the Performance Period of
            each such outstanding Award; or (iii) the Performance Unit Value
            shall mean the maximum dollar value that the Participant could
            receive from an Award of Performance Units granted in the fiscal
            year, provided, however, that such amount shall be divided by the
            number of full fiscal years of the Company contained in the
            Performance Period of a particular Award, and provided further, that
            if any other Awards of Performance Units are outstanding for such
            Participant for a given fiscal year, the Performance Unit Value
            shall be increased for each such given fiscal year by the amount
            that could be received by the Participant under all such other
            Awards, divided, for each such Award, by the number of full fiscal
            years of the Company contained in the Performance Period of each
            such outstanding Award; provided, however, that the limitations set
            forth in this Section 7(b) shall be subject to adjustment under
            Section 5(g) of the Plan only to the extent that such adjustment
            does not affect the status of any Award intended under this Section
            7 to qualify as "performance based compensation" under Section
            162(m) of the Code. If an Option is granted in tandem with a SAR,
            such that exercise of the Option or SAR with respect to one Share
            cancels the tandem Option or SAR, respectively, with respect to such
            Share, the tandem Option and SAR with respect to such Share shall be
            counted as covering only one Share for purposes of applying the
            limitation set forth in this Section 7(b).

      (c)   If an Award is subject to this Section 7, the grant of any Shares or
            cash shall be subject to the attainment of Performance Goals for the
            Performance Period. The Committee shall establish the Performance
            Goals within 90 days following the commencement of the applicable
            Performance Period, or such earlier time as prescribed by Section
            162(m) of the Code or regulations thereunder, and a schedule
            detailing the total amount which may be available for payout based
            upon the relative level of attainment of the Performance Goals.

      (d)   The Committee may, in its discretion, reduce the amount of any Award
            subject to this Section 7 based on such criteria as it shall
            determine. However, the Committee may not increase the amounts
            payable pursuant to any Award subject to this Section 7 or waive the
            achievement of the applicable Performance Goals, except as the
            Committee may provide in a particular Award's Award Agreement for
            certain events, including but not limited to death, disability, or a
            change in ownership or control of the Company.

      (e)   Prior to the payment of any Award subject to this Section 7, the
            Committee shall verify in writing as prescribed by Section 162(m) of
            the Code or the regulations thereunder that the applicable
            Performance Goals were achieved.

      (f)   The Committee shall have the authority to impose such other
            restrictions on Awards subject to this Section 7 as it may deem
            necessary or appropriate to ensure that such Awards meet the
            requirements for "performance based compensation" under Section
            162(m) of the Code.

SECTION 8. OPTIONS: Subject to the terms and conditions of the Plan, the
Committee may grant to Participants Options on such terms and conditions as the
Committee may prescribe in such Option's Award Agreement, including, but not
limited to, the Exercise Price; vesting schedule; method of payment of the
Exercise Price; treatment upon termination of employment; and other terms and
conditions that the Committee may deem appropriate.

SECTION 9. STOCK APPRECIATION RIGHT: Subject to the terms and conditions of the
Plan, the Committee may grant to Participants SARs on such terms and conditions
as the Committee may prescribe in such SAR's Award Agreement, including, but not
limited to, the Exercise Price; vesting schedule; form of payment; treatment
upon termination of employment; and other terms and conditions that the
Committee may deem appropriate.

SECTION 10. RESTRICTED STOCK AWARD: Subject to the terms and conditions of the
Plan, the Committee may grant to Participants Restricted Stock Awards on such
terms and conditions as the Committee may prescribe in such Restricted Stock
Award's Award Agreement, including, but not limited to, the vesting schedule;
purchase price, if any; deferrals allowed or required; treatment upon
termination of employment; and other terms and conditions that the Committee may
deem appropriate.

SECTION 11. PERFORMANCE AWARDS: Subject to the terms and conditions of the Plan,
the Committee may grant to Participants Performance Awards on such terms and
conditions as the Committee may prescribe in such Performance Award's Award
Agreement, including, but not limited to, the performance period; performance
criteria; treatment upon termination of employment; and other terms and
conditions that the Committee may deem appropriate.

SECTION 12. OTHER STOCK AWARDS: Subject to the terms and conditions of the Plan,
the Committee may grant to Participants Other Stock Awards on such terms and
conditions as the Committee may prescribe in such Other Stock Award's Award
Agreement, including, but not limited to, the vesting schedule, if any; purchase
price, if any; deferrals allowed or required; treatment upon termination of
employment; and other terms and conditions that the Committee may deem
appropriate.

SECTION 13. PROHIBITION ON REPRICING: The Committee shall not reduce the
Exercise Price of any outstanding Option or SAR, whether through amendment,
cancellation, replacement, or any other means, without the approval of
stockholders. This Section 13 shall not be construed to apply: (i) to the
Options or SARs granted pursuant to an assumption or substitution of another
option in a manner that satisfies the requirements of Section 424(a) of the
Code; or (ii) to an adjustment made pursuant to Section 5(g) of the Plan.

SECTION 14. WITHHOLDING: The Committee may make such provisions and take such
steps as it may deem necessary and appropriate for the withholding of any taxes
that the Company is required by law or regulation of any governmental authority,
whether federal, state, local, domestic, or foreign, to withhold in connection
with the grant, exercise, payment, or removal of restrictions of an Award,
including, but not limited to, requiring the Participant to remit to the Company
an amount sufficient to satisfy such withholding requirements in cash or Shares
or withholding cash or Shares due or to become due with respect to the Award at
issue.

SECTION 15. POSTPONEMENT OF ISSUANCE AND DELIVERY: The issuance and delivery of
any Shares under this Plan may be postponed by the Company for such period as
may be required to comply with any applicable requirements under any applicable
listing requirement of any national securities exchange or any law or regulation
applicable to the issuance and delivery of Shares, and the Company shall not be
obligated to issue or deliver any Shares if the issuance or delivery of such
Shares shall constitute a violation of any provision of any law or regulation of
any governmental authority or any national securities exchange.

SECTION 16. NO RIGHT TO AWARDS: No employee or member of the Board shall have
any claim to be granted any Award under the Plan, and there is no obligation for
uniform treatment of employees or members of the Board under the Plan. The terms
and conditions of Awards need not be the same with respect to different
Participants.

SECTION 17. NO RIGHT TO EMPLOYMENT OR DIRECTORSHIP: The grant of an Award shall
not be construed as giving a Participant the right to be retained in the employ
of the Company or an Affiliate or any right to remain as a member of the Board,
as the case may be. The Company may at any time terminate an employee's
employment or remove a member of the Board free from any liability or any claim
under the Plan, unless otherwise provided in the Plan or an Award Agreement.

SECTION 18. NO RIGHTS AS A SHAREHOLDER: A Participant shall have no rights as a
shareholder with respect to any Shares covered by an Award until the date of the
issuance and delivery of such Shares.

SECTION 19. SEVERABILITY: If any provision of the Plan or any Award is, becomes,
or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or
would disqualify the Plan or any Award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the purpose or intent of
the Plan or the Award, such provision shall be stricken as to such jurisdiction
or Award, and the remainder of the Plan or such Award shall remain in full force
and effect.

SECTION 20. NO TRUST OR FUND CREATED: Neither the Plan nor any Award shall
create or be construed to create a trust or separate fund of any kind or a
fiduciary relationship between the Company or any Affiliate and a Participant or
any other person. To the extent any person acquires a right to receive payments
from the Company or an Affiliate pursuant to an Award, such right shall be no
greater than the right of any unsecured general creditor of the Company or any
Affiliate.

SECTION 21. HEADINGS: Headings are given to the Sections of the Plan solely as a
convenience to facilitate reference. Such headings shall not be deemed in any
way material or relevant to the construction or interpretation of the Plan or
any provisions thereof.

SECTION 22. NONASSIGNABILITY: Unless otherwise determined by the Committee, no
Participant or beneficiary may sell, assign, transfer, discount, or pledge as
collateral for a loan, or otherwise anticipate any right to payment under the
Plan other than by will or by the applicable laws of descent and distribution.

SECTION 23. INDEMNIFICATION: In addition to such other rights of indemnification
as members of the Board or the Committee or officers or employees of the Company
or an Affiliate to whom authority to act for the Board or Committee is delegated
may have, such individuals shall be indemnified by the Company against all
reasonable expenses, including, without limitation, attorneys' fees and costs,
incurred in connection with the defense of any action, suit, or proceeding, or
in connection with any appeal thereof, to which any such individual may be a
party by reason of any action taken or failure to act under or in connection
with the Plan or any right granted hereunder and against all amounts paid by
such individual in a settlement thereof that is approved by the Company's legal
counsel or paid in satisfaction of a judgment in any such action, suit, or
proceeding, except in relation to matters as to which it shall be adjudged that
such person is liable for gross negligence, bad faith, or intentional
misconduct; provided, however, that any such individual shall give the Company
an opportunity, at its own expense, to defend the same before such individual
undertakes to defend such action, suit, or proceeding.

SECTION 24. FOREIGN JURISDICTIONS: The Committee may adopt, amend, or terminate
arrangements, not inconsistent with the intent of the Plan, to make available
tax or other benefits under the laws of any foreign jurisdiction to Participants
subject to such laws or to conform with the laws and regulations of any such
foreign jurisdiction.

SECTION 25. TERMINATION AND AMENDMENT: Subject to the approval of the Board,
where required, the Committee may at any time and from time to time alter,
amend, suspend, or terminate the Plan in whole or in part; provided, however,
that no action shall be taken by the Board or the Committee without the approval
of stockholders that would:

      (a)   Increase the maximum number of Shares that may be issued under the
            Plan, except as provided in Section 5(g);

      (b)   Increase the limits applicable to Awards under the plan, except as
            provided in Sections 5(g) and 7(b);

      (c)   Allow for an Exercise Price below the Fair Market Value of Shares on
            the date of grant of an Option or SAR, except as provided in Section
            3(j);

      (d)   Permit the repricing of outstanding Options or SARs, as provided in
            Section 13; or

      (e)   Require approval of the Company's stockholders under any applicable
            law, regulation, or rule.

Notwithstanding the foregoing, no termination or amendment of the Plan may,
without the consent of the applicable Participant, terminate or adversely affect
any right or obligation under an Award previously granted under the Plan.

SECTION 26. APPLICABLE LAW: This Plan shall be governed by and construed in
accordance with the laws of the State of Illinois, without regard to its
principles of conflict of laws.