EXHIBIT 10.6

                                                              EXECUTION DOCUMENT

                                   COSI, INC.
                                 FIRST AMENDMENT
                                 ---------------
                    (To Employment Agreement of James Hyatt)

      THIS FIRST AMENDMENT ("Amendment") is made and entered into as of the 18
day of December, 2008, by and between Cosi, Inc., a Delaware corporation
("Cosi"), and James Hyatt ("Mr. Hyatt").

      WHEREAS, Cosi and Mr. Hyatt are parties to that certain Employment
Agreement dated as of September 15, 2007 (as amended, the "Employment
Agreement"). Defined terms used in this Amendment that are not otherwise defined
herein shall have the meanings ascribed to them in the Employment Agreement, as
amended hereby; and

      WHEREAS, Cosi and Mr. Hyatt desire to amend the Employment Agreement.

      NOW, THEREFORE, in consideration of the premises set forth herein and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged and agreed, Cosi and Mr. Hyatt hereby agree as follows:

      1. Medical and Health Benefits. Section 13(d)(i) of the Employment
Agreement is hereby amended and modified by inserting the following paragraph at
the end of said Section 13(d)(i):

                  "Additionally, in the event Mr. Hyatt's employment hereunder
            is involuntarily terminated by Cosi other than for Cause or
            voluntarily terminated by Mr. Hyatt for Good Reason, and provided
            that Mr. Hyatt timely elects to continue medical and health benefits
            pursuant to the Consolidated Omnibus Reconciliation Act of 1985, as
            amended ("COBRA"), Cosi shall reimburse Mr. Hyatt for, or otherwise
            shall pay, the COBRA premiums from the Date of Termination until the
            earlier of (x) the twelve (12) month anniversary of the Date of
            Termination or (2) the date on which Mr. Hyatt becomes eligible for
            healthcare benefits under a health and welfare plans offered by
            another employer. After expiration of such twelve (12) month period,
            in accordance with COBRA rules, Mr. Hyatt may, at Mr. Hyatt's
            option, continue such coverage at Mr. Hyatt's expense without
            reimbursement by Cosi."

      2. Effective Date of Amendment. Upon execution of this Amendment by Cosi
and Mr. Hyatt, this Amendment shall be effective as of the date first above
written.

      3. Acknowledgment. Except for the express provisions of this Amendment,
all of the terms, covenants and conditions of the Employment Agreement, and all
of the respective rights and obligations of Cosi and Mr. Hyatt hereunder and
thereunder, shall remain in full force and effect during the term of the
Employment Agreement, and are not otherwise modified, altered, amended, revised
or changed.

      IN WITNESS WHEREOF, Cosi and Mr. Hyatt have duly executed this Amendment
as of the date first above written.

                                      COSI, INC., a Delaware corporation


By: /s/ James Hyatt                   By: /s/ Robert Merritt
    -------------------------------       -------------------------------------
    JAMES HYATT                           Robert Merritt, Chairman of the Board

Date: December 18, 2008.              Date: December 18, 2008.