Exhibit 10.2

July 7, 2004

Dear Cindie,

Congratulations! On behalf of Kevin Armstrong, President and CEO, we are pleased
to confirm the essentials of our employment offer to you. Understand that this
offer is contingent upon the results of all criminal, credit and driving checks
submitted by Cosi, Inc. The following is a description of the terms of your
employment. Please be advised that this is not a contract for employment.

      1.    You agree to become an at-will employee of Cosi, Inc., in the
            position of Chief Financial Officer, starting on a date to be
            determined. You will be located in our Support Center located in the
            State of Illinois in the Chicago area.

      2.    You will report to the President and Chief Executive Officer. Your
            start date will be July 26th, 2004. Please remember to bring your
            ID's and any necessary work authorization forms to fill out new hire
            paperwork.

      3.    Your gross salary will be two hundred fifty thousand dollars and
            zero cents ($250,000) and will be paid in bi-weekly installments of
            nine thousand six hundred and fifteen dollars and thirty-eight cents
            ($9,615.38.)

      4.    You are eligible to participate in the Company's annual bonus plan
            where you will have the ability to earn 40% of your base salary.
            Your pro-rated bonus for 2004 will be guaranteed.

      5.    Upon commencing employment, you will receive an initial Stock Option
            Grant, granting you the right to purchase two hundred thousand
            (200,000) shares of Cosi Common Stock, at a price to be determined
            at the close of the day this agreement is executed pursuant to both
            the Cosi, Inc, Stock Incentive Plan and Stock Option Agreement. This
            initial sign-on option grant will have a vesting schedule as
            follows: 25% upon sign on, 25% vested after year 1, 25% after year
            2, 25% after year 3. These options, and any others granted to you,
            shall vest and become immediately exercisable in full upon a Change
            of Control as defined in Appendix 1.

      6.    Thereafter, you will have the opportunity to continually earn Cosi,
            Inc. stock options. As an employee of Cosi, Inc you will be entitled
            to participate in the Senior Executive Stock Option Program. Under
            the Cosi Senior Executive Stock Option Plan you will receive a Stock
            Option Grant, granting you the right to purchase two hundred forty
            five thousand (245,000) shares of Cosi Common Stock. This grant will
            be issued over three years at a rate of 50% year 1, 33% after year
            2, and 17% after year 3. Each grant will vest over five years.

      7.    Cosi will provide a cell phone, Blackberry and laptop.

      8.    Cosi will reimburse all business related travel expenses including
            meals, lodging, rental cars, etc. if such expenses occur.



Confidential                         Page 1                            7/13/2004
--------------------------------------------------------------------------------

<PAGE>

      9.    As an employee of Cosi, Inc, you also will be entitled to
            participate in our health benefits package. These benefits include
            medical, dental, vision, life and long term disability insurance.
            You may enroll the first day of the month following your date of
            hire. Participation in, and the terms of, our health care plan are
            subject to change without notice.

      10.   In addition, you will be entitled to participate in the Company's
            401(K) retirement plan. You may roll over any current accounts you
            have upon hire. Cosi, Inc will match your contributions at 25% up to
            4% of your base salary. You may contact the People Department for
            more information regarding this plan.

      11.   Your current position entitles you to 4 weeks paid vacation per
            annum (In accordance with the Cosi salaried partner vacation
            policy).

      12.   To the best of your knowledge, you warrant that you are free to
            become an employee of Cosi, Inc. and to render services and perform
            duties and obligations accordingly, and that you do not have and
            will not have any agreements or commitments which would prevent or
            interfere in any way with the full performance of your services for,
            and duties and obligations to Cosi, Inc. Your existing board
            appointments are recognized. Any future board of director
            appointments need pre-approval by the CEO.

      13.   You further understand that as a condition of your employment, you
            will be required to sign a confidentiality and non-compete agreement
            at the same time you execute this agreement.


Sincerely,



/s/ Gilbert Melott
Gilbert Melott
EVP Operations & People
Cosi Inc.

I accept the terms of this offer, as an employee at will of Cosi, Inc.


/s/ Cynthia Jamison
-----------------------------
Cindie Jamison (Print Name)


/s/ Cynthia Jamison
-----------------------------
Cindie Jamison (Signature)



-----------------
Date



Confidential                         Page 2                            7/13/2004
--------------------------------------------------------------------------------