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                                                                 EXHIBIT 10.6.15


April 2, 2002

Ms. Mariel Clark
14 Gilboa Lane
Nashua, NH 03062


Dear Mariel:

Based on our prior working relationship and the expertise you can offer to us,
Panera Bread Company, is pleased to offer you the position of Interim Vice
President, Human Resources, reporting to me as CEO. We would like this position
to be effective on February 18, 2002.

Your salary for this position will be payable at the bi-weekly rate of $6153.85.
Consideration for your next scheduled increase based on your performance and
company profitability will be no later than April 1, 2003. Any applicable
adjustments will be contingent on business conditions and/or your performance
and will be prorated for the year based on your date of hire. You will not
participate in the 2002 Incentive Program. In addition, your compensation and
other terms of your employment will include the following:

      o   You will be entitled to auto allowance at the rate of $192.31
          biweekly. Receipt of this auto allowance precludes any reimbursement
          of business mileage.

      o   You have been approved by consent of the Board of Director's for
          20,000 stock options, which vest to you over 5 years.

      o   You will primarily work from your home office in Nashua, New Hampshire
          and you will be reimbursed for all reasonable and appropriate
          telephone and other office expenses related to your work with Panera
          Bread Company.

      o   You will also be paid a lump sum of $25,500 for hours worked but not
          billed in the last eight months related to your consulting work with
          us.

      o   We understand that most weeks you will be working three to sometimes
          four days a week. However, we also agree that there will be times when
          projects or circumstances dictate a full-time commitment.


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      o   We will provide you with at least four (4) months notice prior to the
          end of your employment arrangement with us.

As a full-time Panera Bread Co. employee, you will be eligible to participate in
the following benefits: medical, dental, life insurance, long and short term
disability, Employee Stock Purchase Plan and a 401 (k) Plan. The waiting periods
and premiums related to these benefits and specific information about plan
content will be explained during the orientation process. Our benefit and
insurance 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 Co. is a
non-smoking work facility. If you have specific questions about our benefits,
please contact Courtney Higgins of our Human Resource group at extension 7318.

This offer is also contingent on your ability to provide employment eligibility
documentation as required by law. Nothing in this letter is intended or should
be construed to execute a contract for a definite term. Both you and the Company
are free to terminate the employment relationship at any time. Please indicate
your acceptance of this offer by signing and returning one original of this
letter at your earliest convenience.

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


Sincerely,

/s/ Ron Shaich                                      /s/ Bill Moreton

Ron Shaich                                          Bill Moreton
Chairman, CEO                                       EVP, Chief Financial Officer




I have read and accepted the provisions as outlined above.

4/4/02                                         /s/ Mariel Clark
--------------------                           -------------------------------
Date                                           Mariel Clark