EXHIBIT 10.1

                                                              EXECUTION DOCUMENT

                            INDEMNIFICATION AGREEMENT

         THIS INDEMNIFICATION AGREEMENT (this "Agreement"), is made and entered
into as of ______________ , 20 , between COSI, INC., a Delaware corporation (the
"Corporation"), and ____________________, a member of the Corporation's Board of
Directors [an officer of the Corporation] ("Indemnitee").

                                    RECITALS:

      WHEREAS, the Corporation and Indemnitee each recognize the ongoing
substantial risk of litigation and other claims being asserted against directors
and officers of public companies arising out of their service to and activities
on behalf of the corporation;

      WHEREAS, the Corporation's Amended and Restated Articles of Incorporation
and Amended and Restated Bylaws (individually and collectively, the "Constituent
Documents") provide that the Corporation will indemnify its directors and
officers, and the Corporation's Amended and Restated Bylaws (the "Bylaws")
provide that the Corporation will advance expenses in connection therewith;

      WHEREAS, in recognition of the need for protection against such litigation
and claims to enhance Indemnitee's continued effective service to the
Corporation, and Indemnitee's reliance on the aforesaid provisions of the
Constituent Documents, and to provide Indemnitee with express contractual
indemnification, the Corporation wishes to provide in this Agreement for the
indemnification, advancement, reimbursement and insurance of certain liabilities
and expenses of Indemnitee to the fullest extent permitted by law.

                                   AGREEMENT:

         NOW, THEREFORE, in consideration of these premises and of Indemnitee's
continuation of service to the Corporation, the parties hereto agree as follows:

      1. Indemnification. The Corporation hereby agrees to and shall hold
harmless and indemnify Indemnitee to the fullest extent permitted by law as such
laws exist or may hereafter be amended (but, in the case of any such amendment,
with respect to any action or inaction occurring prior to such amendment, only
to the extent that such amendment permits the Corporation to provide broader
indemnification rights than permitted prior thereto). In furtherance of the
foregoing indemnification, and without limiting the generality thereof:

            (a) Proceedings Other than Those by or in the Right of the
      Corporation. Indemnitee shall be entitled to the rights of indemnification
      provided in this Section 1(a) if, by reason of Indemnitee's Corporate
      Status (as defined in Section 13 below), Indemnitee is, or is threatened
      to be made, a party to or participant in any Proceeding (as defined in
      Section 13 below) other than a Proceeding by or in the right of the
      Corporation. Pursuant to this Section 1(a), Indemnitee shall be
      indemnified against all Expenses (as defined in Section 13 below),
      liability and loss (including, without limitation, attorneys' and other
      professionals' fees and Expenses, claims, judgments, fines, ERISA excise
      taxes or penalties and amounts paid in settlement) actually and reasonably
      incurred by or on behalf of Indemnitee in connection with such Proceeding
      or any claim, issue or matter therein, if Indemnitee acted in good faith
      and in a manner Indemnitee reasonably believed to be in or not opposed to
      the best interests of the Corporation, and with respect to any criminal
      Proceeding, had no reasonable cause to believe Indemnitee's conduct was
      unlawful. The termination of any Proceeding by judgment, order,
      settlement, conviction, or upon a plea of nolo contendere or its
      equivalent, shall not, of itself, create a presumption that the person did
      not act in good faith and in a manner reasonably believed to be in or not
      opposed to the best interests of the Corporation, and, with respect to any
      criminal action or proceeding, had reasonable cause to believe that the
      conduct was unlawful.

            (b) Proceedings by or in the Right of the Corporation. Indemnitee
      shall be entitled to the rights of indemnification provided in this
      Section 1(b) if, by reason of Indemnitee's Corporate Status, Indemnitee
      is, or is threatened to be made, a party to or participant in any
      Proceeding brought by or in the right of the Corporation. Pursuant to this
      Section 1(b), Indemnitee shall be indemnified against all Expenses
      actually and reasonably incurred by or on behalf of Indemnitee in
      connection with such Proceeding if the Indemnitee acted in good faith and
      in a matter Indemnitee reasonably believed to be in or not opposed to the
      best interests of the Corporation except that no indemnification shall be
      made in respect of any claim, issue or matter in such Proceeding as to
      which Indemnitee shall have been adjudged to be liable to the Corporation
      unless and only to the extent that the Court of Chancery of the State of
      Delaware or the court in which such action or suit was brought shall
      determine upon application that, despite the adjudication of liability but
      in view of all circumstances of the case, such Indemnitee is fairly and
      reasonably entitled to indemnity for such Expenses which the Court of
      Chancery of the State of Delaware or such other court in which such action
      or suit was brought shall deem proper.

            (c) Indemnification for Expenses of a Party Who is Wholly or
      Partially Successful. Notwithstanding any other provision of this
      Agreement, to the extent that Indemnitee is, by reason of Indemnitee's
      Corporate Status, a party to and is successful, on the merits or
      otherwise, in any Proceeding, Indemnitee shall be indemnified to the
      maximum extent permitted by law, as such laws may be amended from time to
      time, against all Expenses actually and reasonably incurred by or on
      behalf of Indemnitee in connection therewith. If Indemnitee is not wholly
      successful in such Proceeding but is successful, on the merits or
      otherwise, as to one or more but less than all claims, issues or matters
      in such Proceeding, the Corporation shall indemnify Indemnitee against all
      Expenses actually and reasonably incurred by or on behalf of Indemnitee in
      connection with each successfully resolved claim, issue or matter. For
      purposes of this Section and without limitation, the termination of any
      claim, issue or matter in such a Proceeding by dismissal, with or without
      prejudice, shall be deemed to be a successful result as to such claim,
      issue or matter.

      2. Additional Indemnity. In addition to, and without regard to any
limitations on, the indemnification provided for in Section 1 of this Agreement,
the Corporation shall and hereby does indemnify and hold harmless Indemnitee
against all Expenses, judgments, penalties, fines and amounts paid in settlement
actually and reasonably incurred by Indemnitee or on Indemnitee's behalf if, by
reason of Indemnitee's Corporate Status, Indemnitee is, or is threatened to be
made, a party to or participant in any Proceeding (including a Proceeding by or
in the right of the Corporation), including, without limitation, all liability
arising out of the negligence or active or passive wrongdoing of Indemnitee. The
only limitation that shall exist upon the Corporation's obligations pursuant to
this Agreement shall be that the Corporation shall not be obligated to make any
payment to Indemnitee that is finally determined (under the procedures, and
subject to the presumptions, set forth in Sections 6 and 7 below) to be
unlawful.

      3. Contribution.

            (a) Whether or not the indemnification provided in Sections 1 and 2
      above is available, in respect of any threatened, pending or completed
      action, suit or proceeding in which the Corporation is jointly liable with
      Indemnitee (or would be if joined in such action, suit or proceeding), the
      Corporation shall pay, in the first instance, the entire amount of any
      judgment or settlement of such action, suit or proceeding without
      requiring Indemnitee to contribute to such payment and the Corporation
      hereby waives and relinquishes any right of contribution it may have
      against Indemnitee. The Corporation shall not enter into any settlement of
      any action, suit or proceeding in which the Corporation is jointly liable
      with Indemnitee (or would be if joined in such action, suit or proceeding)
      unless such settlement provides for a full and final release of all claims
      asserted against Indemnitee.

            (b) Without diminishing or impairing the obligations of the
      Corporation set forth in the preceding paragraph, if, for any reason,
      Indemnitee shall elect or be required to pay all or any portion of any
      judgment or settlement in any threatened, pending or completed action,
      suit or proceeding in which the Corporation is jointly liable with
      Indemnitee (or would be if joined in such action, suit or proceeding), the
      Corporation shall contribute to the amount of Expenses (including
      attorneys' fees), judgments, fines and amounts paid in settlement actually
      and reasonably incurred and paid or payable by Indemnitee in proportion to
      the relative benefits received by the Corporation and all officers,
      directors or employees of the Corporation, other than Indemnitee, who are
      jointly liable with Indemnitee (or would be if joined in such action, suit
      or proceeding), on the one hand, and Indemnitee on the other hand, from
      the transaction from which such action, suit or proceeding arose;
      provided, however, that the proportion determined on the basis of relative
      benefit may, to the extent necessary to conform to law, be further
      adjusted by reference to the relative fault of the Corporation and all
      officers, directors or employees of the Corporation other than Indemnitee
      who are jointly liable with Indemnitee (or would be if joined in such
      action, suit or proceeding), on the one hand, and Indemnitee, on the other
      hand, in connection with the events that resulted in such expenses,
      judgments, fines or settlement amounts, as well as any other equitable
      considerations which the law may require to be considered. The relative
      fault of the Corporation and all officers, directors or employees of the
      Corporation, other than Indemnitee, who are jointly liable with Indemnitee
      (or would be if joined in such action, suit or proceeding), on the one
      hand, and Indemnitee, on the other hand, shall be determined by reference
      to, among other things, the degree to which their actions were motivated
      by intent to gain personal profit or advantage, the degree to which their
      liability is primary or secondary and the degree to which their conduct is
      active or passive.

            (c) The Corporation hereby agrees to fully indemnify and hold
      Indemnitee harmless from any claims of contribution which may be brought
      by officers, directors or employees of the Corporation, other than
      Indemnitee, who may be jointly liable with Indemnitee.

            (d) To the fullest extent permissible under applicable law, if the
      indemnification provided for in this Agreement is unavailable to
      Indemnitee for any reason whatsoever, the Corporation, in lieu of
      indemnifying Indemnitee, shall contribute to the amount incurred by
      Indemnitee, whether for judgments, fines, penalties, excise taxes, amounts
      paid or to be paid in settlement and/or for Expenses, in connection with
      any claim relating to an indemnifiable event under this Agreement, in such
      proportion as is deemed fair and reasonable in light of all of the
      circumstances of such Proceeding in order to reflect (i) the relative
      benefits received by the Corporation and Indemnitee as a result of the
      event(s) and/or transaction(s) giving cause to such Proceeding; and/or
      (ii) the relative fault of the Corporation (and its directors, officers,
      employees and agents) and Indemnitee in connection with such event(s)
      and/or transaction(s).

      4. Indemnification for Expenses of a Witness. Notwithstanding any other
provision of this Agreement, to the extent that Indemnitee is, by reason of
Indemnitee's Corporate Status, a witness in any Proceeding to which Indemnitee
is not a party, Indemnitee shall be indemnified against all Expenses actually
and reasonably incurred by or on Indemnitee's behalf in connection therewith.

      5. Expenses Payable in Advance. The Corporation shall advance all Expenses
reasonably incurred by or on behalf of Indemnitee in connection with any
Proceeding by reason of Indemntitee's Corporate Status promptly after receipt by
the Corporation of a statement or statements from Indemnitee requesting such
advance or advances from time to time, whether prior to or after final
disposition of such Proceeding. Such statement or statements shall reasonably
evidence the Expenses incurred by Indemnitee and shall include or be preceded or
accompanied by an undertaking by or on behalf of Indemnitee to repay any
Expenses advanced if it shall ultimately be determined that Indemnitee is not
entitled to be indemnified against such Expenses. Any advances and undertakings
to repay pursuant to this Section 3 shall be unsecured and interest free.

      6. Procedures and Presumptions for Determination of Entitlement to
Indemnification. It is the intent of this Agreement to secure for Indemnitee
rights of indemnity that are as favorable as may be permitted under the Delaware
General Corporation Law and public policy of the State of Delaware. Accordingly,
the parties agree that the following procedures and presumptions shall apply in
the event of any question as to whether Indemnitee is entitled to
indemnification under this Agreement:

            (a) To obtain indemnification under this Agreement, Indemnitee shall
      submit to the Corporation a written request, including therein or
      therewith such documentation and information as is reasonably available to
      Indemnitee and is reasonably necessary to determine whether and to what
      extent Indemnitee is entitled to indemnification. The Secretary of the
      Corporation shall, promptly upon receipt of such a request for
      indemnification, advise the Board of Directors in writing that Indemnitee
      has requested indemnification.

            (b) Upon written request by Indemnitee for indemnification pursuant
      to the first sentence of Section 6(a) above, a determination, if required
      by applicable law, with respect to Indemnitee's entitlement thereto shall
      be made in the specific case, in a reasonably prompt manner, by one of the
      following methods, which shall be at the election of the Corporation's
      Board of Directors (the "Board"): (i) by a majority vote of directors who
      were not parties to such Proceeding, whether or not they constitute a
      quorum of the Board, (ii) by a Board committee designated by a majority
      vote of directors who were not parties to such Proceeding, whether or not
      they constitute a quorum, (iii) if there are no such directors who were
      not parties to such Proceeding, or if such directors so direct, or
      following a Change in Control (as defined in Section 13 below), by
      Independent Legal Counsel (as defined in Section 13 below) in a written
      opinion to the Board, a copy of which shall be delivered to Indemnitee,
      (iv) by the stockholders of the Corporation, or (v) as Delaware law may
      otherwise permit. Notwithstanding the foregoing in this Section 6(b), to
      the extent that Indemnitee has been successful on the merits or otherwise
      in defense of any Proceeding, or in defense of any claim, issue or matter
      therein, Indemnitee shall be indemnified against Expenses actually and
      reasonably incurred by Indemnitee in connection therewith, without the
      necessity of authorization in the specific case.

            (c) If the determination of entitlement to indemnification is to be
      made by Independent Legal Counsel pursuant to Section 6(b)(iii) above, the
      Independent Legal Counsel shall be selected as provided in this Section
      6(c). The Independent Legal Counsel shall be selected by the Board.
      Indemnitee may, within ten (10) days after such written notice of
      selection shall have been given, deliver to the Corporation, as the case
      may be, a written objection to such selection; provided, however, that
      such objection may be asserted only on the ground that the Independent
      Legal Counsel so selected does not meet the requirements of "Independent
      Legal Counsel" as defined in Section 13 of this Agreement, and the
      objection shall set forth with particularity the factual basis of such
      assertion. Absent a proper and timely objection, the person so selected
      shall act as Independent Legal Counsel. If a written objection is made and
      substantiated, the Independent Legal Counsel selected may not serve as
      Independent Legal Counsel unless and until such objection is withdrawn or
      a court has determined that such objection is without merit. If, within
      twenty (20) days after submission by Indemnitee of a written request for
      indemnification pursuant to Section 6(a) hereof, no Independent Legal
      Counsel shall have been selected and not objected to, either the
      Corporation or Indemnitee may petition the Court of Chancery of the State
      of Delaware or other court of competent jurisdiction for resolution of any
      objection which shall have been made by Indemnitee to the Corporation's
      selection of Independent Legal Counsel and/or for the appointment as
      Independent Legal Counsel of a person selected by the court or such other
      person as the court shall designate, and the person with respect to whom
      all objections are so resolved or the person so appointed shall act as
      Independent Legal Counsel under Section 6(b) hereof. The Corporation shall
      pay any and all reasonable fees and expenses of Independent Legal Counsel
      incurred by such Independent Legal Counsel in connection with acting
      pursuant to Section 6(b) hereof, and the Corporation shall pay all
      reasonable fees and expenses incident to the procedures of this Section
      6(c), regardless of the manner in which such Independent Legal Counsel was
      selected or appointed.

            (d) In making the determination with respect to entitlement to
      indemnification hereunder, the person or persons or entity making such
      determination shall presume that Indemnitee is entitled to indemnification
      under this Agreement. Anyone seeking to overcome this presumption shall
      have the burden of proof and the burden of persuasion by clear and
      convincing evidence. Neither the failure of the Corporation (including by
      its directors or independent legal counsel) to have made a determination
      prior to the commencement of any action pursuant to this Agreement that
      Indemnification is proper in the circumstances because Indemnitee has met
      the applicable standard of conduct, nor any actual determination by the
      Corporation (including by its directors or independent legal counsel) that
      Indemnitee has not met such applicable standard of conduct, shall be a
      defense to the action or create a presumption that Indemnitee has not met
      the applicable standard of conduct.

            (e) For purposes of any determination under this Section 6,
      Indemnitee shall be deemed to have acted in good faith if Indemnitee's
      action is based on (i) the records or books of account of the Corporation
      or another enterprise, or on information supplied to Indemnitee by the
      officers of the Corporation or another enterprise in the course of their
      duties, or (b) the advice of legal counsel for the Corporation or another
      enterprise, or on information or records given or reports made to the
      Corporation or another enterprise by an independent certified public
      accountant, independent financial adviser, appraiser or other expert
      selected with reasonable care by the Corporation or other enterprise. In
      addition, the knowledge and/or actions, or failure to act, of any
      director, officer, agent or employee of the Corporation or other
      enterprise shall not be imputed to Indemnitee for purposes of determining
      the right to indemnification under this Agreement. Whether or not the
      foregoing provisions of this Section 6(e) are satisfied, it shall in any
      event be presumed that Indemnitee has at all times acted in good faith and
      in a manner Indemnitee reasonably believed to be in or not opposed to the
      best interests of the Corporation. Anyone seeking to overcome this
      presumption shall have the burden of proof and the burden of persuasion by
      clear and convincing evidence.

            (f) If the person, persons or entity empowered or selected under
      Section 6 to determine whether Indemnitee is entitled to indemnification
      shall not have made a determination within 60 days after receipt by the
      Corporation of the request therefor, the requisite determination of
      entitlement to indemnification shall be deemed to have been made and
      Indemnitee shall be entitled to such indemnification absent (i) a
      misstatement by Indemnitee of a material fact, or an omission of a
      material fact necessary to make Indemnitiee's statement not materially
      misleading, in connection with the request for indemnification, or (ii) a
      prohibition of such indemnification under applicable law; provided,
      however, that such sixty- (60)- day period may be extended for a
      reasonable time, not to exceed an additional thirty (30) days, if the
      person, persons or entity making such determination with respect to
      entitlement to indemnification in good faith requires such additional time
      to obtain or evaluate documentation and/or information relating thereto;
      and provided, further, that the foregoing provisions of this Section 6(f)
      shall not apply if the determination of entitlement to indemnification is
      to be made by the stockholders pursuant to Section 6(b) of this Agreement
      and if (A) within fifteen (15) days after receipt by the Corporation of
      the request for such determination, the Board and the directors who were
      not parties to such Proceeding, if appropriate, resolve to submit such
      determination to the stockholders for their consideration at an annual
      meeting thereof to be held within seventy-five (75) days after such
      receipt and such determination is made thereafter, or (B) a special
      meeting of stockholders is called within fifteen (15) days after such
      receipt for the purposes of making determination, such meeting is held for
      such purpose within sixty (60) days after having been so called and such
      determination is made thereat.

            (g) Indemnitee shall cooperate with the person, persons or entity
      making such determination with respect to Indemnitee's entitlement to
      indemnification, including providing to such person, persons or entity
      upon reasonable advance request any documentation or information which is
      not privileged or otherwise protected from disclosure and which is
      reasonably available to Indemnitee and reasonably necessary to such
      determination. Any Independent Legal Counsel, member of the Board or
      stockholder of the Corporation shall act reasonably and in good faith in
      making a determination regarding the Indemnitee's entitlement to
      indemnification under this Agreement. Any costs or expenses (including
      attorneys' fees and disbursements) incurred by Indemnitee in so
      cooperating with the person, persons or entity making such determination
      shall be borne by the Corporation (irrespective of the determination as to
      Indemnitee's entitlement to indemnification) and the Corporation hereby
      indemnifies and agrees to hold Indemnitee harmless therefrom.

            (h) The Corporation acknowledges that a settlement or other
      disposition short of final judgment may be successful if it permits a
      party to avoid expense, delay, distraction, disruption and uncertainty. In
      the event that any action, claim or proceeding to which Indemnitee is a
      party is resolved in any manner other than by adverse judgment against
      Indemnitee (including, without limitation, settlement of such action,
      claim or proceeding with or without payment of money or other
      consideration) it shall be presumed that Indemnitee has been successful on
      the merits or otherwise in such action, suit or proceeding. Anyone seeking
      to overcome the presumption shall have the burden of proof and the burden
      of persuasion by clear and convincing evidence.

            (i) The termination of any Proceeding, or of any claim, issue or
      matter therein, by judgment, order, settlement or conviction, or upon a
      plea of nolo contendere or its equivalent, shall not (except as otherwise
      expressly provided in this Agreement) of itself adversely affect the right
      of Indemnitee to indemnification or create a presumption that Indemnitee
      did not act in good faith and in a manner which Indemnitee believed to be
      in or not opposed to the best interests of the Corporation, and, with
      respect to any criminal Proceeding, that Indemnitee had reasonable cause
      to believe that the conduct was unlawful.

      7. Remedies of Indemnitee.

            (a) In the event that (i) a determination is made pursuant to
      Section 6 of this Agreement that Indemnitee is not entitled to
      indemnification under this Agreement, (ii) advancement of Expenses is not
      timely made pursuant to Section 5 of this Agreement, (iii) no
      determination of entitlement to indemnification is made pursuant to
      Section 6(b) of this Agreement within ninety (90) days after receipt by
      the Corporation of the request for indemnification, (iv) payment of
      indemnification is not made pursuant to this Agreement within thirty (30)
      days after receipt by the Corporation of a written request therefor or (v)
      payment of indemnification is not made within thirty (30) days after a
      determination has been made that Indemnitee is entitled to indemnification
      or such determination is deemed to have been made pursuant to Section 6 of
      this Agreement, Indemnitee shall be entitled to an adjudication in an
      appropriate court of the State of Delaware, or in any other court of
      competent jurisdiction, of Indemnitee's entitlement to such
      indemnification. Indemnitee shall commence such proceeding seeking an
      adjudication within 180 days following the date on which Indemnitee first
      has the right to commence such proceeding pursuant to this Section 7(a).
      The Corporation shall not oppose Indemnitee's right to seek any such
      adjudication.

            (b) In the event that a determination shall have been made pursuant
      to Section 6(b) of this Agreement that Indemnitee is not entitled to
      indemnification, any judicial proceeding commenced pursuant to this
      Section 7 shall be conducted in all respects as a de novo trial on the
      merits, and Indemnitee shall not be prejudiced by reason of the adverse
      determination under Section 6(b).

            (c) If a determination shall have been made pursuant to Section 6(b)
      of this Agreement that Indemnitee is entitled to indemnification, the
      Corporation shall be bound by such determination in any judicial
      proceeding commenced pursuant to this Section 7, absent (i) a misstatement
      by Indemnitee of a material fact, or an omission of a material fact
      necessary to make Indemnitee's misstatement not materially misleading in
      connection with the application for indemnification, or (ii) a prohibition
      of such indemnification under applicable law.

            (d) In the event that Indemnitee, pursuant to this Section 7, seeks
      a judicial adjudication of Indemnitee's rights under, or to recover
      damages for breach of, this Agreement, or to recover under any directors'
      and officers' liability insurance policies maintained by the Corporation,
      the Corporation shall pay on Indemnitee's behalf, in advance, any and all
      expenses (of the types described in the definition of Expenses in Section
      13 of this Agreement) actually and reasonably incurred by Indemnitee in
      such judicial adjudication, regardless of whether Indemnitee ultimately is
      determined to be entitled to such indemnification, advancement of expenses
      or insurance recovery.

            (e) The Corporation shall be precluded from asserting in any
      judicial proceeding commenced pursuant to this Section 7 that the
      procedures and presumptions of this Agreement are not valid, binding and
      enforceable and shall stipulate in any such court that the Corporation is
      bound by all the provisions of this Agreement. The Corporation shall
      indemnify Indemnitee against any and all Expenses and, if requested by
      Indemnitee, shall (promptly after receipt by the Corporation of a written
      request therefor) advance, to the extent not prohibited by law, such
      expenses to Indemnitee, which are incurred by Indemnitee in connection
      with any action brought by Indemnitee for indemnification or advance of
      Expenses from the Corporation under this Agreement or under any directors'
      and officers' liability insurance policies maintained by the Corporation,
      regardless of whether Indemnity ultimately is determined to be entitled to
      such indemnification, advancement of Epenses or insurance recovery, as the
      case may be.

            (f) Notwithstanding anything in this Agreement to the contrary, no
      determination as to entitlement to indemnification under this Agreement
      shall be required to be made prior to the final disposition of the
      Proceeding.

      8. Non-Exclusivity; Survival of Rights; Insurance; Subordination.

            (a) The rights of indemnification as provided by this Agreement
      shall not be deemed exclusive of any other rights to which Indemnitee may
      at any time be entitled under applicable law, the Constituent Documents,
      any agreement, a vote of stockholders, a resolution of directors or
      otherwise. No amendment, alteration or repeal of this Agreement or of any
      provision hereof shall limit or restrict any right of Indemnitee under
      this Agreement in respect of any action taken or omitted by such
      Indemnitee in Indemnitee's Corporate Status prior to such amendment,
      alteration or repeal. To the extent that a change in the Delaware General
      Corporation Law, whether by statute or judicial decision, permits greater
      indemnification than would be afforded currently under the Bylaws and this
      Agreement, it is the intent of the parties hereto that Indemnitee shall
      enjoy by this Agreement the greater benefits so afforded by such change.
      No right or remedy herein conferred is intended to be exclusive of any
      other right or remedy given hereunder now or hereafter existing at law or
      in equity or otherwise. The assertion or employment of any right or remedy
      hereunder, or otherwise, shall not prevent the concurrent assertion or
      employment of any other right or remedy.

            (b) To the extent the Corporation maintains an insurance policy or
      policies providing liability insurance for directors and officers of the
      Corporation or of any other corporation, partnership, joint venture,
      trust, employee benefit plan or other enterprise that such person serves
      at the request of the Corporation, Indemnitee shall be covered by such
      policy or policies in accordance with its or their terms to the maximum
      extent of the coverage available for any director, officer, employee,
      agent or fiduciary under such policy or policies. If, at any time of the
      receipt of a notice of a claim pursuant to the terms hereof, the
      Corporation has director and officer liability insurance in effect, the
      Corporation shall give prompt notice of the commencement of such
      proceeding to the insurers in accordance with the procedures set forth in
      the respective policies. The Corporation shall thereafter take all
      necessary or desirable action to cause such insurers to pay, on behalf of
      Indemnitee, all amounts payable as a result of such proceeding in
      accordance with the terms of such policies.

            (c) In the event of any payment under this Agreement, the
      Corporation shall be subrogated to the extent of such payment to all of
      the rights of recovery of Indemnitee, who shall execute all papers
      required and take all action necessary to secure such rights, including
      execution of such documents as are necessary to enable the Corporation to
      bring suit to enforce such rights.

            (d) The Corporation shall not be liable under this Agreement to make
      any payment of amounts otherwise indemnifiable hereunder if and to the
      extent that Indemnitee has otherwise actually received such payment under
      any insurance policy, contract, agreement or otherwise.

            (e) The Corporation's obligation to indemnify or advance Expenses
      hereunder to Indemnitee who is or was serving at the request of the
      Corporation as a director, officer, employee or agent of any other
      corporation, partnership, joint venture, trust, employee benefit plan or
      other enterprise shall be reduced by any amount Indemnitee has actually
      received as indemnification or advance of expenses from such other
      corporation, partnership, joint venture, trust, employee benefit plan or
      other enterprise.

      9. Exception to Right to Indemnification. Notwithstanding any provision in
this Agreement, the Corporation shall not be obligated under this Agreement to
make any indemnity in connection with any clam made against Indemnitee:

            (a) for which payment has actually been made to or on behalf of
      Indemnitee under any insurance policy or other indemnity provision, except
      with respect to any excess beyond the amount paid under any insurance
      policy or other indemnity provision; or

            (b) for an accounting of profits made from the purchase and sale (or
      sale and purchase) by Indemnitee of securities of the Corporation within
      the meaning of Section 16(b) of the Securities Exchange Act of 1934, as
      amended, or similar provisions of state statutory law or common law; or

            (c) in connection with any Proceeding (or any part of any
      Proceeding) initiated by Indemnitee, including any Proceeding (or any part
      of any Proceeding) initiated by Indemnitee against the Corporation or its
      directors, officers, employees or other indemnities, unless (i) the Board
      of Directors of the Corporation authorized the Proceeding (or any part of
      any Proceeding) prior to its initiation or (ii) the Corporation provides
      the indemnification, in its sole discretion, pursuant to the powers vested
      in the Corporation under applicable law.

      10. Corporation's Right to Defend. Notwithstanding anything to the
contrary contained in this Agreement, in the event the Corporation shall be
obligated to pay the Expenses of Indemnitee with respect to a Proceeding, or any
claim, issue or matter therein, as provided in this Agreement, the Corporation
shall be entitled to assume the defense of such Proceeding, or such claim, issue
or matter therein, with counsel reasonably acceptable to Indemnitee, upon the
delivery to Indemnitee of written notice of by the Corporation of its election
to do so. After delivery of such notice, approval of such counsel by Indemnitee
and the retention of such counsel by the Corporation, the Corporation will not
be liable to Indemnitee under this Agreement for any Expenses of counsel
subsequently incurred by Indemnitee with respect to the same Proceeding, or such
claim, issue or matter therein, provided that (a) Indemnitee shall have the
right to employ Indemnitee's own counsel in such action, suit or proceeding at
Indemnitee's expense and (b) if (i) the employment of counsel by Indemnitee has
been previously authorized in writing by the Corporation, (ii) counsel to the
Corporation or Indemnitee shall have reasonably concluded that there may be a
conflict of interest or position, or reasonably believes that a conflict is
likely to arise, on any significant issue between the Corporation and Indemnitee
in the conduct of any such defense or (iii) the Corporation shall not have
employed counsel to assume the defense of such Proceeding, or such claim, issue
or matter therein, then the Expenses of Indemnitee's counsel shall be at the
expense of the Corporation, except as otherwise expressly provided by this
Agreement. The Corporation shall not be entitled, without the consent of
Indemnitee, to assume the defense of any claim brought by or in the right of the
Corporation or as to which counsel for the Corporation or Indemnitee shall have
reasonably made the conclusion provided for in clause (ii) above.

      11. Duration of Agreement. All agreements and obligations of the
Corporation contained herein shall continue during the period Indemnitee is an
officer or director of the Corporation (or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise) and shall
continue thereafter so long as Indemnitee shall be subject to any Proceeding (or
any proceeding commenced under Section 7 hereof) by reason of Indemnitee's
Corporate Status, whether or not Indemnitee is acting or serving in any such
capacity at the time any liability or expense is incurred for which
indemnification can be provided under this Agreement. This Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties
hereto and their respective successors (including any direct or indirect
successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of the Corporation), assigns,
spouses, heirs, executors and personal and legal representatives.

      12. Enforcement.

            (a) The Corporation expressly confirms and agrees that it has
      entered into this Agreement and assumes the obligations imposed on it
      hereby in order to induce Indemnitee to continue to serve as an officer or
      director of the Corporation, and the Corporation acknowledges that
      Indemnitee is relying upon this Agreement in continuing to serve as an
      officer or director of the Corporation.

            (b) This Agreement constitutes the entire agreement between the
      parties hereto with respect to the subject matter hereof and supersedes
      all prior agreements and understandings, oral, written and implied,
      between the parties hereto with respect tot the subject matter hereof.

      13. Definitions. For purposes of this Agreement:

            (a) "Change in Control" shall mean the date on which the earlier of
      the following events occur: (a) the acquisition by any entity, person or
      group (other than ZAM Holdings, L.P., LJCB Nominees Pty Ltd., Charles G.
      Phillips, or any entity related to any such party) of beneficial
      ownership, as that term is defined in Rule 13d-3 under the Securities
      Exchange Act of 1934, as amended, of more than 50% of the outstanding
      capital stock of the Corporation entitled to vote for the election of
      directors ("Voting Stock"); (b) the merger or consolidation of the
      Corporation with one or more corporations or other entity as a result of
      which the holders of outstanding Voting Stock of the Corporation
      immediately prior to such a merger or consolidation hold less than 60% of
      the Voting Stock of the surviving or resulting corporation or any direct
      or indirect parent corporation or entity of such surviving or resulting
      entity; (c) the sale or transfer of all or substantially all of the
      property of the Corporation other than to an entity of which the
      Corporation owns at least 80% of the Voting Stock; or (d) during any
      period of twenty-four (24) consecutive months, the individuals who, at the
      beginning of such period, constitute the Board of Directors (the
      "Incumbent Directors") cease for any reason other than death to constitute
      at least a majority thereof; provided, however, that a director who was
      not a director at the beginning of such 24-month period shall be deemed to
      have satisfied such 24-month requirement (and be an Incumbent Director) if
      such director was elected by, or on the recommendation of or with the
      approval of, at least two-thirds of the directors who then qualified as
      Incumbent Directors either actually (because they were directors at the
      beginning of such 24-month period) or through the operation of this
      proviso. Notwithstanding the foregoing, a Change in Control shall not
      include any acquisition in which Indemnitee is a member of the acquiring
      group or an officer or owner of the acquiring entity.

            (b) "Corporate Status" describes the status of a person who is or
      was a director, officer, employee, agent or fiduciary of the Corporation
      or of any other corporation, partnership, joint venture, trust, employee
      benefit plan or other enterprise that such person is or was serving at the
      express written request of the Corporation.

            (c) "Expenses" shall include all reasonable attorneys' fees,
      retainers, court costs, transcript costs, fees of experts, witness fees,
      travel expenses, duplicating costs, printing and binding costs, telephone
      charges, postage, delivery service fees and all other disbursements or
      expenses of the types customarily incurred in connection with prosecuting,
      defending, preparing to prosecute or defend, investigating, participating,
      or being or preparing to be a witness in a Proceeding. Expenses also shall
      include Expenses incurred in connection with any appeal resulting from any
      Proceeding, including, without limitation, the premium, security for, and
      other costs relating to any cost bond, supersedeas bond, or other appeal
      bond or its equivalent. Expenses, however, shall not include amounts paid
      in settlement by Indemnitee or the amount of judgments or fines against
      Indemnitee.

            (d) "Independent Legal Counsel" means a law firm, or a member of a
      law firm, that is experienced in matters of corporation law and neither
      presently is, nor in the past five (5) years has been, retained to
      represent: (i) the corporation or Indemnitee in any matter material to
      either such party (other than with respect to matters concerning
      Indemnitee under this Agreement, or of other indemnitees under similar
      indemnification agreements), or (ii) any other party to the Proceeding
      giving rise to a claim for indemnification hereunder. Notwithstanding the
      foregoing, the term "Independent Counsel" shall not include any person
      who, under the applicable standards of professional conduct then
      prevailing, would have a conflict of interest in representing either the
      corporation or Indemnitee in an action to determine Indemnitee's rights
      under this Agreement. The Corporation agrees to pay the reasonable fees of
      the Independent Legal Counsel referred to above and to fully indemnify
      such counsel against any and all Expenses, claims, liabilities and damages
      arising out of or relating to this Agreement or its engagement pursuant
      hereto.

            (e) "Proceeding" includes any threatened, pending or completed
      action, suit, arbitration, alternate dispute resolution mechanism,
      investigation, inquiry, administrative hearing or any other actual,
      threatened or completed proceeding, whether brought by or in the right of
      the Corporation or otherwise and whether civil, criminal, administrative
      or investigative, in which Indemnitee was, is or will be involved as a
      party or otherwise, by reason of the fact that Indemnitee is or was an
      officer or director of the Corporation, by reason of any action taken by
      Indemnitee or of any inaction on Indemnitee's part while acting as an
      officer or director of the Corporation, or by reason of the fact that
      Indemnitee is or was serving at the request of the Corporation as a
      director, officer, employee, agent or fiduciary of another corporation,
      partnership, joint venture, trust or other enterprise; in each case
      whether or not Indemnitee is acting or serving in any such capacity at the
      time any liability or expense is incurred for which indemnification can be
      provided under this Agreement; including one pending on or before the date
      of this Agreement but excluding one initiated by Indemnitee pursuant to
      Section 5 above to enforce Indemnitee's rights under this Agreement.

      14. Severability. The invalidity or unenforceabilty of any provision
hereof shall in no way affect the validity or enforceability of any other
provision. Without limiting the generality of the foregoing, this Agreement is
intended to confer upon Indemnitee indemnification rights to the fullest extent
permitted by applicable laws. In the event any provision hereof conflicts with
any applicable law, such provision shall be deemed modified, consistent with the
aforementioned intent, to the extent necessary to resolve such conflict.

      15. Modification and Waiver. No supplement, modification, termination or
amendment of this Agreement shall be binding unless executed in writing by both
of the parties hereto. No waiver of any of the provisions of this Agreement
shall be deemed or shall constitute a waiver of any other provisions hereof
(whether or not similar) nor shall such waiver constitute a continuing waiver.

      16. Notice by Indemnitee. Indemnitee agrees promptly to notify the
Corporation in writing upon being served with or otherwise receiving any
summons, citation, subpoena, complaint, indictment, information or other
document relating to any Proceeding or matter which may be subject to
indemnification covered hereunder. The failure to so notify the Corporation
shall not relieve the Corporation of any obligation which it may have to
Indemnitee under this Agreement or otherwise, unless and only to the extent that
such failure or delay materially prejudices the Corporation.

      17. Notices. All notices and other communications given or made pursuant
to this Agreement shall be in writing and shall be deemed effectively given: (a)
upon personal delivery to the party to be notified, (b) when sent by confirmed
electronic mail or facsimile if sent during normal business hours of the
recipient, and if not so confirmed, then on the next business day, (c) five (5)
days after being sent by registered or certified mail, return receipt requested,
postage prepaid, or (d) one (1) business day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written
verification of receipt. All communications shall be sent:

            (a) To Indemnitee at the address set forth below Indemnitee's
      signature hereto; and

            (b) To the Corporation at the address set forth below the
      Corporation's signature hereto;

or, to such other address as a party hereto shall indicate, by notice to the
other in accordance herewith, from time to time.

      18. Counterparts; Facsimile. This Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which taken
together shall constitute one and the same instrument. This Agreement may also
be executed and delivered by facsimile or other similar electronic transmission
and shall have the same force and effect as an original.

      19. Headings. The headings of the paragraphs of this Agreement are
inserted for convenience only and shall not be deemed to constitute a part of
this Agreement or to affect construction thereof.

      20. Governing Law and Consent to Jurisdiction. This Agreement and the
legal relations among the parties hereto shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware, without regard
to its conflict of laws rules. The Corporation and Indemnitee each hereby
irrevocably and unconditionally (i) agrees that any action or proceeding arising
out of or in connection with this Agreement shall be brought only in the
Chancery Court of the State of Delaware (the "Delaware Court") and not in any
other state or federal court in the United States of America or any court in any
other country, (ii) consents to submit to the exclusive jurisdiction of the
Delaware Court for purposes of any action or proceeding arising out of or in
connection with this Agreement, (iii) appoints, to the extent such party is not
otherwise subject to service of process in the State of Delaware, irrevocably
[CT Corporation] as its agent in the State of Delaware as such party's agent for
acceptance of legal process in connection with any such action or proceeding
against such party with the same legal force and validity as if served upon such
party personally within the State of Delaware, (iv) waives any objection to the
laying of venue of any such action or proceeding in the Delaware Court, and (v)
waives, and agrees not to plead or to make, any claim that any such action or
proceeding brought in the Delaware Court has been brought in an improper or
inconvenient forum.

      IN WITNESS WHEREOF, the parties hereto have entered into this Agreement as
of the day and year first above written.

CORPORATION:                             INDEMNITEE:
COSI, INC.

By:                                      Name:
    ---------------------------------          --------------------------------
Name:
      ------------------------------
Title:
       -----------------------------

Address for Notices:                     Address for Notices:
--------------------                     --------------------

                                         ______________________________________
Cosi, Inc.                               ______________________________________
1751 Lake Cook Road, 6th Floor           ______________________________________
Deerfield, IL  60015                     Telephone: ___________________________
Attn:  Corporate Secretary               Cell Phone:___________________________
Telephone: (847) 597-8800 or             Facsimile:____________________________
           (847) 444-3200                Email: _______________________________

With a copy to:
---------------

Cosi, Inc.
1751 Lake Cook Road, 6th Floor
Deerfield, IL  60015
Attn:  General Counsel
Telephone: (847) 597-8800 or
           (847) 444-3200
Facsimile: (847) 597-8884