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Exhibit 10.6.5

September 29, 1998


Mr. William Moreton
15921 Presswick Lane
Granger, IN 46530

Dear Bill,

Based on your experience, background presented and the excellent impression that
you have given us, Au Bon Pain Co., Inc., is pleased to offer you the position
of Chief Financial Officer, St. Louis Bread, reporting directly to Ron Shaich,
Chairman and Chief Executive Officer. We would like this position to be
effective on or before Monday, October 19, 1998.

Your salary for this position will be payable upon continued employment at the
weekly rate of $5,288.46 ($275,000 per annum). Your next scheduled review, based
on your performance and/or the profitability of the Company will be no later
than January 15, 2000; any applicable adjustments will be contingent on business
conditions and/or your performance. In addition, your compensation will include
for fiscal year 1999, a $25,000 guaranteed bonus payable upon continued
employment on March 17, 2000.

     -    Consideration for 150,000 stock options which vest to you over a
          period of 5 years. The price per share depends on the value per share
          on the date of the Board of Director's meeting.

     -    You will receive a car allowance of $96.16 per week.

     -    A severance agreement to cover the involuntary termination of your
          employment by the Company other than "for cause" will provide 12
          months of salary continuance at the annual base compensation rate plus
          car allowance and medical and/or dental benefits in effect at the time
          of termination. Incentive payments are not included as part of your
          severance agreement, new options cease being awarded on your last day
          worked, and existing options cease to vest. Further, severance is paid
          out weekly, mitigated by future employment and provided after a signed
          release from you. A document for your signature will follow to confirm
          this portion of your offer, which will include a non-compete clause.

     -    We will provide you with a relocation assistance package which
          includes three househunting trips, including transportation, lodging,
          meals and auto rental for a period not to exceed four days/three
          nights; movement of household goods, final move trip and a $15,000.00
          allowance to cover such expenses as additional househunting trips,
          temporary living, temporary storage, and costs


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          associated with home purchase or rental in your new location. This
          allowance includes any gross up applicable for taxes. Enclosed is Au
          Bon Pain's relocation policy and guidelines. Please review them and
          Leanne Strong will contact you to assist you with your move and answer
          any questions. This relocation package will contain a provision that
          you reimburse Au Bon Pain a prorated portion of your relocation
          expenses should you voluntarily resign your employment with ST. Louis
          Bread within one year of your start date.

As a full-time St. Louis Bread employee, you will be eligible to participate in
the following benefits: medical, dental, life insurance, and short term
disability, Employee Stock Purchase Plan and a 401(k) Plan (eligible after one
year of service). 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
modification from time to time. You will receive an Employee Handbook at your
benefits orientation which will explain our vacation and holiday schedules. St.
Louis Bread is a nonsmoking work facility. If you have specific questions about
our benefits, please contact Maria Mastrangelo of our Human Resource group at
extension 1331.

This offer is contingent on your ability to provide employment eligibility
documentation as required by law and outlined on the enclosed information.
Nothing in this letter is intended, or should be construed to execute a contract
for a definite term. Either you or 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 no later than Friday,
October 2, 1998, after which time this offer will expire.

We believe that your background and experience will provide a solid foundation
for success with St. Louis Bread. We are extremely enthusiastic about our future
growth and expansion and anticipate that you will be an important factor in that
growth. If you have any questions about the enclosed information, please let me
know. Once again, Bill, we welcome you to St. Louis Bread and we look forward to
your participation, energy, and contributions.

Sincerely,


/s/ Ronald M. Shaich                /s/ Mariel Clark
Ron Shaich                          Mariel Clark
Chairman and                        Senior Vice President
Chief Executive Officer             Human Resources

I have read and accept the provisions as outlined above.

10/1/98               /s/ William W. Moreton
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Date                      William W. Moreton