SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 2


                                   (MARK ONE)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 30, 2002.

[_]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO _________.

                        COMMISSION FILE NUMBER 000-27081

                                   Cosi, Inc.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            DELAWARE                                      06-1393745
(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

                 242 WEST 36TH STREET, NEW YORK, NEW YORK 10018
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                                 (212) 653-1600
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

      TITLE OF EACH CLASS                         NAME OF EACH EXCHANGE

 Common Stock, $0.01 par value                    NASDAQ National Market

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

            Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] or No [ ]

            Indicate by a check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

            Indicate by check mark whether the registrant is an accelerated
filer (as defined in Exchange Act Rule 12b-2). Yes [ ] or No [X]

            The aggregate market value of the registrant's common stock held by
non-affiliates of the registrant based upon the closing sale price of its common
stock on December 30, 2002, on the NASDAQ National Market, was approximately
$67.2 million. The registrant did not have a class of publicly traded securities
as of July 1, 2002.

            As of March 31, 2003, there were 16,580,031 shares of the
registrant's common stock outstanding.

                    DOCUMENTS INCORPORATED BY REFERENCE: NONE
<PAGE>


                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----


                                    PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT...............1

ITEM 11.    EXECUTIVE COMPENSATION...........................................4

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT..10

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................13


                                    PART IV

ITEM 16.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
            FORM 8-K........................................................15

SIGNATURES..................................................................16


                                       i
<PAGE>


                                    PART III


      Items 10, 11, 12 and 13 to the Annual Report on Form 10-K of Cosi, Inc.
("Cosi," or the "Company") for the year ended December 30, 2002, as filed with
the Securities and Exchange Commission (the "SEC") on March 31, 2003, and as
amended on Form 10-K/A filed with the SEC on April 1, 2003, are hereby amended
and restated in their entirety as follows.

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

INFORMATION REGARDING DIRECTORS AND OFFICERS

      The table below sets forth the names and ages of the directors and the
executive officers of the Company as of April 28, 2003, as well as the positions
and offices held by such persons. A summary of the background and experience of
each of these individuals is set forth after the table.

           NAME             AGE            POSITION(S) WITH COSI
-------------------------- ----- -----------------------------------------------
  Jay Wainwright            32   President, Chief Executive Officer and
                                 Director

  Kenneth S. Betuker        50   Chief Financial Officer, Treasurer and
                                 Secretary

  David Orwasher            47   Chief Development Officer

  Nick Marsh                34   Chief Operating Officer and Director (1)

  Gilbert Melott            39   Vice President of People

  James M. Riley, Jr.       39   Vice President of Store Development

  Charles Gray              30   Vice President of Information Systems

  William D. Forrest        42   Chairman of the Board

  Terry Diamond             64   Director

  Creed L. Ford, III        50   Director

  Eric J. Gleacher          63   Director

  D. Ian McKinnon           36   Director

  Jeffrey M. Stork          47   Director

  Greg Woolley              29   Director

-----------------------
(1)  Mr. Marsh's employment as Chief Operating Officer of the Company will
     terminate as of April 30, 2003.

      JAY WAINWRIGHT, PRESIDENT, CHIEF EXECUTIVE OFFICER AND DIRECTOR. Mr.
Wainwright, a founder of Cosi Sandwich Bar, Inc., served as Chairman and Chief
Executive Officer of that entity from its inception in 1996 until its merger
with Xando, Incorporated, in 1999. Mr. Wainwright currently serves as interim
President and Chief Executive Officer of the Company. Mr. Wainwright received a
Bachelor of Arts degree from Hamilton College. Mr. Wainwright is the nephew of
Eric J. Gleacher, one of our directors.

      KENNETH S. BETUKER, CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY. Mr.
Betuker has served as Chief Financial Officer and Treasurer of Cosi since May
2000 and as its Secretary since February 2003. Prior to joining Cosi, Mr.
Betuker was the Chief Financial Officer at Noodle Kidoodle, Inc., from 1996 to
May 2000, and the Chief Financial and Administrative Officer of First National
Supermarkets, Inc. (a subsidiary of Royal Ahold, NV), from 1986 to 1996. Mr.
Betuker graduated from Cleveland State University, cum laude, with a Bachelor of
Science degree, and was awarded a Masters Degree in Business Administration,
with Highest Distinction, from Babson College.

                                       1
<PAGE>

      NICK MARSH, DIRECTOR. Mr. Marsh, a founder of Xando Coffee and Bar, served
as President of that entity from its incorporation in 1994 until the merger with
Cosi Sandwich Bar, Inc., in 1999. Mr. Marsh will serve as Chief Operating
Officer of the Company until April 30, 2003. Prior to founding Xando Coffee and
Bar, Mr. Marsh was a management consultant with the strategy firm of Marakon
Associates and was Vice President of Mergers and Acquisitions for Shawmut Bank
in Hartford, Connecticut, for two years. Mr. Marsh graduated from Princeton
University, cum laude, in 1990, with a Bachelor of Arts Degree.

      DAVID ORWASHER, CHIEF DEVELOPMENT OFFICER. Mr. Orwasher joined Cosi as
Chief Development Officer in December 2001. From 1996 to 2000, Mr. Orwasher
served as Vice President of Development and Asset Management for the Eastern
U.S. for Starbucks Corporation, where he helped build the real estate
development and asset management organization and helped open over 400 stores in
numerous markets in the Eastern U.S. Prior to joining Cosi, from 2000 to 2001,
Mr. Orwasher served as the Chief Development Officer for Zoots, a dry cleaning
company founded by Tom Stemberg and Todd Krasnow of Staples, Inc. Before joining
Starbucks Corporation, Mr. Orwasher spent five years as Associate Counsel and
Director of Leasing and Brokerage for the Breslin Realty Development Corp., in
addition to spending approximately five years with the real estate group at
Marriott International, Inc., and two years with the Friendly Restaurant
Division of Hershey Foods Corporation. Mr. Orwasher is a graduate of Vassar
College, receiving a Bachelor of Arts degree in Environmental Science, and
earned a Juris Doctor degree from Pace University. He is a licensed attorney and
is admitted to practice in the states of New York and Connecticut.

      GILBERT MELOTT, VICE PRESIDENT OF PEOPLE. Mr. Melott has served as the
Company's Vice President of People since December 2001. From December 1995 to
November 2001, Mr. Melott was Executive Director of Training and Vice President
of People, Process and Education at Bennigan's. Prior to joining Bennigan's, Mr.
Melott was a Division Director of Human Resources at Sheraton Holding
Corporation in Boston, Massachusetts, and spent four years as Divisional
Training and Development Manager at TGI Friday's. Mr. Melott is a nationally
recognized expert in generational workplace studies and recipient of Industry of
Choice awards for achievement in training and education. Mr. Melott received a
Bachelor of Science degree in Marketing and Organizational Communication from
Fordham University in 1985.

      JAMES M. RILEY, JR., VICE PRESIDENT OF STORE DEVELOPMENT. Mr. Riley has
served as the Company's Vice President of Store Development since May 2000.
Prior to joining Cosi, he was Chief Development Officer for Corners, Inc., from
January 1998 to April 2000. Prior to joining Corners, Inc., Mr. Riley was with
Boston Chicken, Inc., and Einstein Bros. Bagels, where he participated in
opening over 200 store locations. Mr. Riley has a Bachelor's degree in
Construction Management and Architectural Engineering from Wentworth Institute
of Technology in Boston, Massachusetts.

      CHARLES GRAY, VICE PRESIDENT OF INFORMATION SYSTEMS. Mr. Gray currently
serves as the Company's Vice President of Information Systems and has been with
Cosi since September 1998. Mr. Gray is a ten-year veteran in the food service
industry, having served as Director of Training for RANCH *1, Inc., from 1996 to
1998, Director of Operation Services for Einstein Bros. Bagels from 1995 to
1996, and Assistant Director of Training for Boston Market Corporation from 1992
to 1995. Mr. Gray is a graduate of the State University of New York at Albany.

      WILLIAM D. FORREST, CHAIRMAN OF THE BOARD. Mr. Forrest joined the
Company's Board of Directors on March 31, 2003. Since 2001, Mr. Forrest has
headed the Restructuring Group at Gleacher & Co. Mr. Forrest has served as a
corporate restructuring professional since 1988 and, in 1997, he attained the
designation Certified Turnaround Professional ("CTP"). The CTP designation
establishes stringent criteria for practical experience, knowledge and ethical
integrity for the Corporate Renewal Industry. Prior to joining Gleacher & Co.,
Mr. Forrest was a Managing Director of Catterton-Forrest LLC (a division of
Catterton Partners), where he was responsible for the acquisition and management
of portfolio companies, focused exclusively on the troubled business space. From
1997 to 1999, Mr. Forrest was crisis manager/interim CEO for Fine Host
Corporation, a $330 million publicly traded, food service company, where he
completed the successful turnaround by negotiating a comprehensive balance sheet
restructuring utilizing a pre-negotiated Chapter 11 bankruptcy proceeding and by
implementing a strategic integration plan of acquired companies for this
23-subsidiary operating company. Mr. Forrest received a Bachelor of Arts degree
from Cornell University. His work has been published in the American Bankruptcy
Journal and he has been a featured speaker for organizations including the
Turnaround Management Association.

      TERRY DIAMOND, DIRECTOR. Mr. Diamond, a director of the Company since
February 2001, has served as Chairman of Talon Asset Management, which manages
individual investment advisory accounts and is the sub-

                                       2
<PAGE>

agent with investment responsibility for the ABN Amro Talon Fund, since 1996.
Mr. Diamond also is the Managing Member of Talon Opportunity Partners LLC, as
well as the General Partner of Talon Opportunity Partners, L.P. Mr. Diamond has
acted as a consultant and board member to many private, public and philanthropic
organizations. Currently, Mr. Diamond is a Board Member of Venetec
International, Inc. and PlayNetwork, Inc. Mr. Diamond received a Bachelor of
Science degree from the University of Michigan in 1960 and a Juris Doctor degree
from the University of Chicago Law School in 1963.

      CREED L. FORD, III, DIRECTOR. Mr. Ford has been a director of the Company
since March 1997. Mr. Ford has been Chairman and Co-Chief Executive Officer of
Fired Up, Inc., the parent company of Johnny Carino's Country Italian
restaurants and Gumbo's Louisiana Style Cafe, since 1997, and the President of
Ford Restaurant Group, a Chili's Grill & Bar franchisee, since 1997. From 1976
through 1997, Mr. Ford served in various capacities, including Chief Operating
Officer, at Brinker International, Inc. As Chief Operating Officer and Director,
Mr. Ford oversaw all operations at Brinker for all of its restaurant concepts.
Mr. Ford serves on the boards of Rudy's BBQ, Texas Restaurant Association
Education Foundation, Texas A&M Center of Entrepreneurship and Fired Up, Inc.

      ERIC J. GLEACHER, DIRECTOR. Mr. Gleacher has been a director since 1996
and has been Chairman of Gleacher Partners LLC since 1990. Mr. Gleacher founded
the Mergers and Acquisitions department at Lehman Brothers Inc. in 1978 and
headed Global Mergers and Acquisitions at Morgan Stanley from 1985 to 1990. Mr.
Gleacher currently serves on the boards of the University of Chicago and New
York University and is Secretary of the United States Golf Association. Mr.
Gleacher received a Masters of Business Administration from the University of
Chicago and a Bachelor of Arts degree from Northwestern University and served as
a U.S. Marine Infantry Officer in the 1960s. Mr. Gleacher is the uncle of Jay
Wainwright.

      D. IAN MCKINNON, DIRECTOR. Mr. McKinnon has been a director of the Company
since 2000 and is a partner of Ziff Brothers Investments, L.L.C. Mr. McKinnon
also is the President of ZBI Equities, L.L.C., ZBI's domestic public equity
investment adviser with several billion dollars under management. He currently
also serves on the Board of Trustees of Occidental College. Mr. McKinnon
received a Masters Degree in Business Administration from the Harvard Business
School, with High Distinction as a George F. Baker Scholar. Mr. McKinnon
graduated, summa cum laude and Phi Beta Kappa, from Occidental College, with a
Bachelor of Arts degree in Public Policy.

      JEFFREY M. STORK, DIRECTOR. Mr. Stork has been a director of the Company
since March 1995. Mr. Stork was most recently President and Chief Executive
Officer of The StonCor Group from 1983 to 2000. Currently, Mr. Stork is the
Managing Partner of Forms+Surfaces, LLC, a national architectural products
manufacturer. Mr. Stork currently serves on the boards of Sequel Genetics, Inc.,
and Forms+Surfaces, LLC. Mr. Stork earned a Bachelor of Science degree in
Chemical Engineering from Lehigh University.

      GREG WOOLLEY, DIRECTOR. Mr. Woolley has been a director of the Company
since June 2001 and is Chief Executive Officer and a director of the LJCB
Investment Group. LJCB is one of Australia's leading private investment houses.
Prior to this, Mr. Woolley practiced mergers and acquisitions with Macquarie
Bank Limited. Mr. Woolley currently serves on the Boards of Issues and Images,
an Australian marketing communications company, and the Australian Museum of
Contemporary Art. Mr. Woolley received a Bachelor of Commerce degree and a
Bachelor of Law degree, with Honours, from the University of Tasmania.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
Cosi's directors, executive officers and 10% stockholders to file reports of
ownership and reports of changes in ownership of Cosi's common stock, $0.01 par
value per share (the "Common Stock"), and other equity securities with the SEC
and the Nasdaq National Market. Directors, executive officers and 10%
stockholders are required to furnish the Company with copies of all Section
16(a) forms they file. Based on a review of the copies of such reports furnished
to it, Cosi believes that during fiscal 2002, Cosi's directors, executive
officers and 10% stockholders complied with all Section 16(a) filing
requirements applicable to them, except that ZAM Holdings, L.P. and Jeffrey
Stork each filed one late Form 4.

                                       3
<PAGE>


ITEM 11.    EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

      The following table sets forth certain summary information concerning
compensation paid or accrued by the Company, to or on behalf of the Chief
Executive Officer and to each of the Company's four most highly compensated
executive officers other than the Chief Executive Officer during the fiscal year
ended December 30, 2002.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                              LONG TERM
                                                                             COMPENSATION
                                                  ANNUAL COMPENSATION           AWARDS
                                           ------------------------------ ------------------
                                                                               SECURITIES       ALL OTHER
                                                                               UNDERLYING        COMPEN-
NAME AND PRINCIPAL POSITION         YEAR      SALARY ($)      BONUS ($)     OPTIONS/SARS (#)  SATION ($) (1)
--------------------------------- -------- ---------------- ------------- ------------------ ----------------
<S>                               <C>      <C>              <C>           <C>                <C>
Andy Stenzler                       2002     222,115            68,750               ---           ---
   Chairman and Chief Executive     2001     137,500            19,342           145,782           ---
   Officer (2)

Kenneth S. Betuker
   Chief Financial Officer,         2002     215,000               ---               ---           ---
   Treasurer and Secretary          2001     215,000             9,383            99,465           ---

Nick Marsh
   Chief Operating Officer (3)      2002     174,038            68,750               ---
                                    2001     137,500            19,342           145,782           ---
                                                                                                   ---
David Orwasher
   Chief Development Officer        2002     236,539            58,000            78,573           ---
                                    2001         ---               ---            14,286           ---

James M. Riley, Jr.
   Vice President of Store          2002     191,539
   Development                      2001     185,000               ---               ---           ---
                                                                 5,578            68,096           ---

Jay Wainwright                      2002     174,038            68,750               ---           ---
   President (4)                    2001     137,500            17,689            71,915           ---
</TABLE>


-----------------------

(1)  The value of perquisites and benefits for each named executive officer does
     not exceed the lesser of $50,000 or 10% of such individual's total annual
     salary and bonus.

(2)  Mr. Stenzler served as Chief Executive Officer of the Company during fiscal
     2002. Mr. Stenzler resigned as Chairman and Chief Executive Officer on
     January 31, 2003, and Jay Wainwright has served as the Company's interim
     Chief Executive Officer since such date.

(3)  Mr. Marsh served as Chief Operating Officer of the Company during fiscal
     2002. Mr. Marsh's employment with the Company will terminate as of April
     30, 2003.

(4)  Mr. Wainwright served as President of the Company during fiscal 2002. As of
     January 31, 2003, Mr. Wainwright serves as the Company's interim President
     and Chief Executive Officer.


STOCK OPTION PLANS

            AMENDED AND RESTATED COSI, INC. STOCK INCENTIVE PLAN

      A total of 8,900,000 shares of Common Stock have been reserved for
issuance under the Amended and Restated Cosi, Inc. Stock Incentive Plan. Shares
subject to any unexercised options granted under the plan that have expired or
terminated become available for issuance again under the plan. The plan provides
for discretionary grants of incentive stock options, nonqualified stock options
and stock appreciation rights, or SARs, to the Company's

                                       4
<PAGE>

employees and consultants. The exercise price per share for an incentive stock
option may not be less than 100% of the fair market value of a share of Common
Stock on the grant date. The exercise price per share for a nonqualified stock
option may not be less than 85% of the fair market value of a share of Common
Stock on the grant date. The exercise price per share for an incentive stock
option granted to a person owning stock possessing more than 10% of the total
combined voting power of all classes of the Company's stock may not be less than
110% of the fair market value of a share of Common Stock on the grant date. The
aggregate fair market value, determined on the date of grant, of the shares with
respect to which incentive stock options are exercisable for the first time
during any calendar year under all Cosi plans may not exceed $100,000. The
Compensation Committee has full discretion to administer and interpret the plan,
to adopt such rules, regulations and procedures as it deems necessary or
advisable and to determine the persons eligible to receive options or SARs, the
time or times at which the options or SARs may be exercised and whether all of
the options or SARs may be exercised at one time or in increments.

      The Company may elect at any time to cancel any option or SAR granted
under the plan and, in the case of an option, pay the holder of such option the
excess of the fair market value of the shares subject to the option as of the
date of such election to cancel over the exercise price set forth in the
particular grant agreement, or, in the case of an SAR, the value of the SAR as
of the date of such election. The Company also may elect at any time to convert
any option granted under the plan to an SAR.

            1996 COSI SANDWICH BAR, INC. INCENTIVE STOCK OPTION PLAN

      As of April 25, 2003, options to purchase approximately 274,000 shares of
Common Stock are outstanding under the Cosi Sandwich Bar, Inc. Incentive Stock
Plan. Shares subject to any unexercised options granted under the plan that have
expired or terminated become available for issuance again under the plan. No
stock options may be granted under the plan after October 1, 2001. The Cosi
Sandwich Bar, Inc. Incentive Stock Plan provides for discretionary grants of
incentive stock options to certain key employees. The exercise price per share
for an option may not be less than 100% of the fair market value of a share of
Common Stock on the grant date. The exercise price per share for an incentive
stock option granted to a person owning stock possessing more than 10% of the
total combined voting power of all classes of our stock may not be less than
110% of the fair market value of a share of Common Stock on the grant date. To
the extent that the aggregate fair market value of stock with respect to which
incentive stock options are exercisable for the first time by an optionee during
any calendar year (under this plan and all of the Company's other incentive
stock option plans or those of its subsidiaries) exceeds $100,000, such
incentive stock option shall be treated as options that are not incentive stock
options. In the event that an optionee's employment is terminated by the
Company, other than for cause, such optionee may exercise any exercisable
options under the plan for a period of 30 days. In the event that an optionee's
employment is terminated by reason of death, such optionee may exercise any
exercisable options under the plan for a period of six months. In the event that
an optionee's employment is terminated by the Company for cause, all options
held by such optionee are immediately cancelled and the Company may require such
optionee to sell to it, at a sales price equal to the lesser of the exercise
price and the fair market value of the underlying shares, all shares owned by
the optionee that were acquired pursuant to this plan. The Cosi Sandwich Bar,
Inc. Incentive Stock Option Plan is administered and interpreted by the Board of
Directors.

            COSI NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

      A total of 250,000 shares of Common Stock have been reserved for issuance
under the Cosi Non-Employee Director Stock Option Plan. Shares subject to any
unexercised options granted under the plan that have expired or terminated
become available for issuance again under the plan. The Cosi Non-Employee
Director Stock Option Plan provides for discretionary grants of non qualified
stock options and SARs to the Company's non-employee directors. The Board of
Directors has full discretion to administer and interpret the plan and full
discretionary authority to determine the non-employee directors eligible to
receive options or SARs, the time or times at which the options or SARs may be
exercised and whether all of the options or SARs may be exercised at one time or
in increments; provided, however, that the purchase price of shares subject to a
non-qualified stock option shall not be less than 85% of the fair market value
of a share of Common Stock on the grant date. Each optionee under the plan may
exercise any unexpired options or SARs following a change in control of Cosi, a
sale of substantially all of the assets of Cosi or shareholder approval of the
dissolution of Cosi.

                                       5
<PAGE>

            EMPLOYEE STOCK PURCHASE PLAN

      The purpose of the Employee Stock Purchase Plan is to provide employees
with an opportunity to purchase the Company's shares through accumulated payroll
deductions. The plan provides for the grant of stock options to eligible
employees. Each employee will be eligible to participate in the plan commencing
on the first day of the offering period (as described below) occurring on or
after the date on which the employee has been employed by the Company for six
months. The plan is administered by the Compensation Committee.

      A total of 500,000 shares of Common Stock are authorized for issuance
under the plan. Any eligible employee may elect to participate in the plan by
authorizing the Compensation Committee to make payroll deductions to pay the
exercise price of an option at the time and in the manner prescribed by the
Compensation Committee. The employee may designate the amount of the payroll
deduction in whole percentages, up to 10% of the employee's compensation for
each payroll period in an offering period. In no event will an employee be
granted an option under the plan that would permit an employee to purchase
shares of Common Stock under the plan, to the extent that, immediately after the
grant, such employee (i) would own Common Stock and/or hold options to purchase
Common Stock possessing 5% or more of the total combined voting power or value
of all classes of the Company's stock, or (ii) has the right to purchase Common
Stock during any calendar year having a fair market value in excess of $25,000.
Options are granted at two six-month offering periods in each calendar year. The
date of grant and the date of exercise for the first option period under the
plan in a given calendar year will be January 1 and June 30, respectively, and
the date of grant and date of exercise for the second option period will be July
1 and December 31, respectively. As of April 25, 2003, no options have been
granted under this plan. The price of stock purchased under the plan will be an
amount equal to the lesser of 85% of the fair market value of the stock on the
date of purchase or on the date of commencement of the applicable offering
period.

STOCK OPTION GRANTS AND EXERCISES DURING THE LAST FISCAL YEAR

      The following table sets forth information concerning stock option grants
made during fiscal 2002 to the executive officers named in the "Summary
Compensation Table." This information is for illustration purposes only and is
not intended to predict the future price of the Common Stock. The actual future
value of the options will depend on the market value of the Common Stock.

                     STOCK OPTION GRANTS IN FISCAL YEAR 2002

<TABLE>
<CAPTION>
                                INDIVIDUAL GRANTS                                   POTENTIAL REALIZABLE VALUE AT
--------------------------------------------------------------------------------    ASSUMED ANNUAL RATES OF STOCK
                                                                                    PRICE APPRECIATION FOR OPTION
                                                                                                 TERM
                                                                                   -------------------------------

                             NUMBER OF      PERCENT OF
                            SECURITIES         TOTAL
                            UNDERLYING     OPTIONS/SARS    EXERCISE
                           OPTIONS/SARS     GRANTED TO       PRICE    EXPIRATION
NAME                          GRANTED      EMPLOYEES (%)    ($/SH)       DATE           5% ($)         10% ($)
------------------------ --------------- ---------------- ---------- ------------- --------------- ---------------
<S>                      <C>             <C>              <C>        <C>           <C>             <C>

Andy Stenzler                   --              --           --           --             --              --
Kenneth S. Betuker              --              --           --           --             --              --
Nick Marsh                      --              --           --           --             --              --
David Orwasher                78,573           15.7%        12.25     01/07/2012         --            464,068
James M. Riley, Jr.             --              --           --           --             --              --
Jay Wainwright                  --              --           --           --             --              --
</TABLE>

                                       6
<PAGE>

      The following table sets forth certain summary information concerning
exercised and unexercised options to purchase Cosi's Common Stock held by the
executive officers named in the "Summary Compensation Table" as of December 30,
2002.

                      STOCK OPTION EXERCISES IN FISCAL YEAR
                     2002 AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                                    SHARES OF COMMON STOCK          VALUE OF UNEXERCISED
                                                                UNDERLYING UNEXERCISED OPTIONS  IN-THE-MONEY OPTIONS/SARS AT
                                                                     AT FISCAL YEAR END (#)         FISCAL YEAR-END ($)
                                                                ------------------------------ -----------------------------
                                    ACQUIRED ON       VALUE
               NAME                 EXERCISE (#)  REALIZED ($)   EXERCISABLE   UNEXERCISABLE    EXERCISABLE   UNEXERCISABLE
---------------------------------- ------------- -------------- ------------- ---------------- ------------- ---------------
<S>                                <C>           <C>            <C>           <C>              <C>           <C>
Andy Stenzler                           --             --          120,172         66,602           --             --
  Chairman and Chief Executive
  Officer (1)

Kenneth S. Betuker                      --             --          20,952         107,086           --             --
  Chief Financial Officer,
  Treasurer and Secretary (1)

Nick Marsh                              --             --          120,172         66,602           --             --
  Chief Operating Officer (1)

David Orwasher                          --             --            --            92,859           --             --
  Chief Development Officer (1)

James M. Riley, Jr.                     --             --          33,905          42,764           --             --
  Vice President of Store
  Development (1)

Jay Wainwright                          --             --          379,137         62,721       401,217 (2)        --
  President
</TABLE>

-----------------------
(1)  Options owned by Messrs. Stenzler, Betuker, Marsh, Orwasher and Riley were
     not in-the-money as of December 30, 2002.

(2)  With respect to 81,337 exercisable options owned by Mr. Wainwright, the
     value of unexercised in-the-money options is calculated by multiplying the
     number of options by the difference between the exercise price, $1.56 per
     share, and $5.78, the closing price of the Company's Common Stock at
     December 30, 2002. With respect to 120,782 exercisable options owned by Mr.
     Wainwright, the value of unexercised in-the-money options is calculated by
     multiplying the number of options by the difference between the exercise
     price, $5.30 per share, and $5.78, the closing price of the Company's
     Common Stock at December 30, 2002.

DIRECTOR COMPENSATION

      The Company currently does not compensate any non-employee member of the
Board of Directors for their service as Board members, other than reimbursement
for out-of-pocket expenses incurred with their service as directors. Directors
will be reimbursed for out-of-pocket expenses incurred in connection with their
service as directors. In addition, each non-employee director is eligible to
receive awards of options under the Cosi Non-Employee Director Stock Option
Plan, but no awards have been made to any of the Company's current directors. A
recipient of restricted stock is entitled to vote such shares and is entitled to
all dividends paid thereon, except that dividends paid in Common Stock or other
property also will be subject to the same restrictions. Directors who serve
either as the Company's officers or employees or as officers or employees of any
of its subsidiaries will not receive any additional compensation for their
services as directors.


EXECUTIVE CONTRACTS AND CHANGE-IN-CONTROL AND OTHER ARRANGEMENTS

      EMPLOYMENT AGREEMENTS WITH JAY WAINWRIGHT AND NICK MARSH. The term of
each agreement is for three years with each agreement expiring in 2005, subject
to automatic one-year extensions, unless the Company gives such executive at
least 180 days' prior written notice of non-extension.

                                       7
<PAGE>

      The agreements provide that the Company will pay Messrs. Wainwright and
Marsh annual base salaries of $175,000 each, with annual increases as provided
in the respective agreements. As of January 2003, the base salaries of Messrs.
Wainwright and Marsh were increased to $275,000. Each executive will be
eligible to receive an annual cash bonus, with a target bonus potential equal to
50% of his respective base salary. Additionally, each executive will be granted
annual options to purchase Common Stock, in accordance with the Company's
current compensation plan for senior management, with initial grant targets of
86,400 shares for each of Messrs. Wainwright and Marsh.

      The agreements may be terminated by the Company for "good cause" or by the
executive voluntarily, and will automatically terminate upon such executive's
death, disability or retirement. If the Company does not extend an executive's
employment period beyond the third anniversary of the commencement date, or if
the agreement is terminated by Cosi without good cause, or if an executive
terminates his employment for good reason, the Company must pay the executive
(i) his then-current annual base salary and, unless Cosi does not extend the
executive's employment period beyond the third anniversary of the commencement
date, non-incentive compensation, and provide the executive with his
then-current benefits through the greater of two years or the date on which such
executive's employment agreement expires, and (ii) an amount equal to two times
the cash bonus calculated at the greater of 50% of his then-current annual base
salary or the actual bonus earned by the executive for the directly preceding
fiscal year, payable in bi-weekly installments over such period. All options
held by the executive become 100% vested as of the date of termination. In
addition, upon a change of control, all outstanding stock options held by the
executive will automatically become fully vested, regardless of whether the
executive terminates his employment.

      If the executive's employment agreement is terminated as a result of his
death, disability or retirement, the Company is obligated to pay the executive
(or his estate, as applicable), (i) his then-current annual base salary,
non-incentive compensation and employee benefits for a period of one year, and
(ii) an amount equal to the executive's cash bonus calculated at the greater of
50% of his then-current annual base salary or the actual bonus earned by the
executive for the directly preceding fiscal year, payable in equal installments
each payday over such one-year period. All options held by the executive become
100% vested upon the executive's death, retirement or disability.

      If any of the payments provided for in the executive's employment
agreement would be subject to an excise tax under the Internal Revenue Code of
1986, as amended (the "Code"), Cosi is required to pay the executive the amount
necessary to fund the payment of any excise tax that the executive is required
to pay, as well as all income taxes imposed on such additional payment and any
interest or penalties relating to such payments. However, if a reduction of
$15,000 or less of the amount paid to the executive would avoid the imposition
of any excise tax, then the amount paid to the executive will be reduced by the
amount necessary to avoid such imposition.

      In the event that the executive's employment is terminated for good cause
or he voluntarily terminates employment, such executive will be subject to a
non-compete agreement for a period of 24 months following the termination.
During this 24-month period, the executive must not, directly or indirectly,
personally or with other employees, agents or otherwise, or on behalf of any
other person, firm or corporation, engage in any restaurant, bar, coffee shop or
similar business within certain operating criteria and certain defined
geographical regions.

      EMPLOYMENT AGREEMENT WITH DAVID ORWASHER. The term of Mr. Orwasher's
employment agreement is for three years expiring in 2005. Mr. Orwasher received
a salary of $250,000 for fiscal year 2002, and his salary will be increased
annually, as provided in the agreement. Mr. Orwasher also is entitled to an
annual bonus of not less than 20% of his base salary. Mr. Orwasher's annual cash
bonus amount will increase based upon specific financial performance criteria
for restaurants opened at real estate locations leased or acquired by Cosi
during Mr. Orwasher's term of employment.

      After the second anniversary of Mr. Orwasher's employment, he is entitled
to receive annual stock option grants in the minimum amount of 62,500 shares,
with annual increases as provided in the agreement. If Mr. Orwasher terminates
his employment for "good reason," or the Company terminates his employment
without "cause," then all options granted to Mr. Orwasher become 100% vested as
of the date of termination. Additionally, Mr. Orwasher will be entitled to
receive the following: (i) any bonus payable pursuant to the agreement when and
as it becomes due, (ii) a severance payment equal to one year's gross salary and
(iii) continuation of employee benefits for a period of one year. All stock
options granted to Mr. Orwasher become 100% vested upon the sale of all or
substantially all of the assets or transfer of control of Cosi.

                                       8
<PAGE>

      If Mr. Orwasher's employment agreement is terminated by us for "cause,"
all stock options granted to Mr. Orwasher pursuant to the employment agreement
will terminate immediately. If Mr. Orwasher resigns (other than for "good
reason"), or we terminate Mr. Orwasher for "cause," death or disability, Mr.
Orwasher will be entitled to receive all salary and bonuses due and owing to him
to the date of termination and, in the event of death or disability, any bonus
payable pursuant to the employment agreement when and as it comes due.

      Mr. Orwasher has the right to terminate his employment for "good reason"
if there is a change of control or the Company's business plan is substantially
altered.

      SEPARATION AGREEMENT WITH ANDY STENZLER. Andy Stenzler resigned as
Chairman and Chief Executive Officer of the Company, effective as of January 31,
2003, and entered into a settlement agreement with the Company, dated February
2, 2003. Pursuant to the Agreement, Mr. Stenzler will receive his then current
base salary of $350,000 and non-incentive compensation (including automobile
allowance) and his then current benefits for two years from January 31, 2003.
Mr. Stenzler will also receive $350,000, constituting an amount equal to two
times his cash bonus calculated at 50% of his then current annual base salary,
paid in equal bi-weekly installments over the same two-year period.
Additionally, all options to purchase shares of the Company's Common Stock held
by Mr. Stenzler became 100% vested as of January 31, 2003, and will remain
exercisable for two years. The Company also agreed to pay certain of Mr.
Stenzler's legal expenses in an amount not to exceed $35,000 and to pay for a
reasonable office and secretary for Mr. Stenzler for a period of six months. Mr.
Stenzler granted the Company a customary release of claims and agreed not to
compete with the Company or solicit its employees for a period 24 months.

      The Company agreed to indemnify Mr. Stenzler, to the fullest extent
permitted by the Company's certificate of incorporation and by-laws, against all
costs, expenses, liability and losses reasonably incurred by him in connection
with any action, suit or proceeding arising out of the fact that he was a
director, officer or employee of the Company. The Company also agreed that the
promissory note issued by Mr. Stenzler to the Company, dated April 28, 1998,
entered into in connection with Mr. Stenzler's executive stock agreement, will
not mature until April 28, 2005.

      In connection with the agreement, Mr. Stenzler sold 232,652 shares of the
Company's Common Stock to Eric J. Gleacher, one of the Company's directors, and
Zam Holdings, L.P., the Company's largest shareholder. Mr. Stenzler agreed to
use a portion of the funds from such sales to repay advances from the Company,
made prior to March 4, 2002, of $112,500 plus interest.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

      The Compensation Committee makes all compensation decisions. The present
members of the Compensation Committee are Ian McKinnon, Jeffrey Stork and Eric
J. Gleacher. No interlocking relationship exists between the Company's Board of
Directors or Compensation Committee and the board of directors or compensation
committee of any other company, nor has any such interlocking relationship
existed in the past.

                                       9
<PAGE>

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

      As of March 31, 2003, the following are the only entities (other than the
Company's employees as a group) known to the Company to be the beneficial owners
of more than 5% of the Company's outstanding Common Stock.

                                                              PERCENT OF COMMON
NAME AND ADDRESS OF                 SHARES OF COMMON STOCK   STOCK BENEFICIALLY
BENEFICIAL OWNER                      BENEFICIALLY OWNED          OWNED (1)
----------------------------------- ---------------------- ---------------------

Chilton Investment Company, Inc.          1,010,391 (2)             6.1%
  1266 East Main Street, 7th Floor
  Stamford, Connecticut 06902

LJCB Nominees Pty Ltd.                      825,350                 5.0%
  161 Collins Street
  Melbourne, Australia 3000

ZAM Holdings, L.P.                        1,819,089 (3)            11.0%
  c/o PBK Holdings, Inc.
  283 Greenwich Avenue
  Greenwich, Connecticut 06830

--------------------------

(1)  Ownership percentage is based on 16,580,031 shares of Common Stock
     outstanding as of March 31, 2003.

(2)  According to the Schedule 13G, filed with the Securities and Exchange
     Commission (the "SEC") on February 28, 2003, by Chilton Investment Company,
     Inc., a Delaware corporation ("Chilton"), Chilton beneficially owns
     1,010,391 shares of Common Stock with sole voting and sole dispositive
     power over 1,010,391 shares.

(3)  ZAM Holdings, L.P. ("ZAM"), a Delaware limited partnership, filed a
     Schedule 13G with the SEC on February 13, 2003, on behalf of ZAM, PBK
     Holdings, Inc., a Delaware corporation ("PBK"), and Philip B. Korsant
     ("Korsant"). According to the Schedule 13G, each of ZAM, PBK and Korsant
     beneficially own 1,819,089 shares of Common Stock, with shared voting and
     shared dispositive power over 1,819,089 shares.

The determination that there were no other persons, entities or groups known to
the Company to beneficially own more than 5% of the Company's Common Stock was
based on a review of the Company's internal records and of all statements filed
with respect to the Company since the beginning of the past fiscal year with the
SEC pursuant to Section 13(d) or 13(g) of the Securities Exchange Act of 1934,
as amended.

                                       10
<PAGE>

SECURITY OWNERSHIP OF MANAGEMENT

   The following table sets forth certain information regarding ownership of
Common Stock as of March 31, 2003, by (i) each of the members of the Company's
Board of Directors, (ii) each of the Company's executive officers named in the
"Summary Compensation Table" under "Executive Compensation" below and (iii) all
directors and executive officers of the Company as a group. All shares were
owned directly with sole voting and investment power unless otherwise indicated.

                                                          PERCENT OF COMMON
                               SHARES OF COMMON STOCK    STOCK BENEFICIALLY
NAME (1)                         BENEFICIALLY OWNED           OWNED (2)
------------------------------ ---------------------- --------------------------

Andy Stenzler (3)                      315,797 (4)               1.9%

Jay Wainwright                         500,935 (5)               2.9%

Kenneth S. Betuker (6)                  44,655                   *

Terry Diamond (7)                      532,622                   3.2%

Creed L. Ford, III                     268,908                   1.6%

William D. Forrest (8)                     ---                   *

Eric J. Gleacher (9)                   674,991                   4.1%

Nick Marsh (10)                        539,511 (11)              3.2%

D. Ian McKinnon                            ---                   *

David Orwasher                          29,048                   *

James M. Riley, Jr. (12)                38,381                   *

Jeffrey M. Stork (13)                  712,671                   4.3%

Greg Woolley                             6,733                   *

All directors and executive
officers as a group (15
persons) (14)                        3,704,619                  21.1%

-----------------------

* Represents less than 1%.

(1)  Each person listed in the table is a director or named executive officer of
     the Company, with an address at c/o Cosi, Inc., 242 West 36th Street, New
     York, New York 10018.

(2)  Ownership percentages are based on 16,580,031 shares of Common Stock
     outstanding as of March 31, 2003. With respect to each person, percentage
     ownership is calculated by dividing the number of shares beneficially owned
     by such person by the sum of the number of outstanding shares at such date
     and the number of shares such person has the right to acquire upon exercise
     of options or warrants that are currently exercisable or are exercisable
     within 60 days of March 31, 2003.

(3)  Mr. Stenzler served as Chairman and Chief Executive Officer of the Company
     during fiscal 2002. Mr. Stenzler resigned as Chairman and Chief Executive
     Officer on January 31, 2003, and Jay Wainwright has served as the Company's
     interim Chief Executive Officer since such date.

(4)  Includes (i) 314 shares of Common Stock issuable upon exercise of
     outstanding warrants at an exercise price of $0.01 per share, and (ii)
     186,774 shares of Common Stock issuable upon exercise of outstanding
     options at a weighted average exercise price of $12.25 per share.

(5)  Includes 403,283 shares of Common Stock issuable upon exercise of
     outstanding options at a weighted average exercise price of $6.77 per
     share.

(6)  Includes 44,655 shares of Common Stock issuable exercise of outstanding
     options at a weighted average exercise price of $12.25 per share.

(7)  Includes (i) 386,554 shares of Common Stock owned by Talon Opportunity
     Fund, L.P. (Mr. Diamond is the Managing Member of Talon Opportunity Fund,
     L.P.), (ii) 25,995 shares of Common Stock issuable upon exercise of
     outstanding warrants at an exercise price of $0.01 per share owned by Talon
     Opportunity Fund, L.P., (iii) 12,605 shares of Common Stock issuable upon
     exercise of outstanding warrants at an exercise price of $14.875 per share
     owned by Talon Opportunity Fund, L.P., (iv) 56,150 shares of Common Stock
     owned by Mr. Diamond's wife, (v) 314 shares of Common

                                       11
<PAGE>

     Stock issuable upon exercise of outstanding warrants at an exercise price
     of $0.01 per share owned by Mr. Diamond's wife, and (vi) 1,004 shares of
     Common Stock issuable upon exercise of outstanding warrants at an exercise
     price of $0.01 per share owned by the Diamond Family Foundation.

(8)  Mr. Forrest joined the Company's Board of Directors on March 31, 2003, and
     was elected Chairman of the Board.

(9)  Includes (i) 14,126 shares of Common Stock owned by Mr. Gleacher's wife,
     Anne, and (ii) 11,301 shares of Common Stock owned by Mr. Gleacher's
     children.

(10) Mr. Marsh served as Chief Operating Officer of the Company during fiscal
     2002. Mr. Marsh's employment as Chief Operating Officer of the Company will
     terminate as of April 30, 2003.

(11) Includes (i) 314 shares of Common Stock issuable upon exercise of
     outstanding warrants at an exercise price of $0.01 per share, and (ii)
     186,774 shares of Common Stock issuable upon exercise of outstanding
     options at a weighted average exercise price of $12.25 per share.

(12) Includes 38,381 shares of Common Stock issuable upon exercise of
     outstanding options at a weighted average exercise price of $12.25 per
     share.

(13) Includes (i) 278,687 shares of Common Stock held by JDS Partners (Mr. Stork
     is a managing member of JDS Partners), (ii) 1,099 shares of Common Stock
     issuable upon exercise of outstanding warrants at an exercise price of
     $0.01 per share, and (iii) 2,198 shares of Common Stock issuable upon
     exercise of outstanding warrants at an exercise price of $0.01 per share
     held by JDS Partners.

(14) These 15 persons include all directors and officers detailed under
     "Information Regarding Directors and Officers" above and Andy Stenzler, who
     resigned from the Company on January 31, 2003. In addition to the
     securities listed in notes (4)-(7), (9) and (11)-(13), includes (i) 26,081
     shares of Common Stock issuable upon exercise of outstanding options held
     by Charles Gray at a weighted average exercise price of $12.16 per share,
     and (ii) 14,286 shares of Common Stock issuable upon exercise of
     outstanding options with a weighted average exercise price of $12.25 held
     by Gilbert Melott.

EQUITY COMPENSATION PLAN INFORMATION

   The following table sets forth certain information as of December 30, 2002,
with respect to the Company's equity compensation plans under which shares of
the Company's Common Stock may be issued.

                      EQUITY COMPENSATION PLAN INFORMATION

                                                                  NUMBER OF
                                                                 SECURITIES
                                                                  REMAINING
                                                                AVAILABLE FOR
                          NUMBER OF                            FUTURE ISSUANCE
                      SECURITIES TO BE                          UNDER EQUITY
                         ISSUED UPON      WEIGHTED-AVERAGE   COMPENSATION PLANS
                         EXERCISE OF      EXERCISE PRICE OF      (EXCLUDING
                         OUTSTANDING         OUTSTANDING         SECURITIES
                      OPTIONS, WARRANTS   OPTIONS, WARRANTS     REFLECTED IN
   PLAN CATEGORY         AND RIGHTS          AND RIGHTS          COLUMN (A))
-------------------- ------------------ -------------------- -------------------
                             (a)                 (b)                 (c)
Equity compensation
plans approved by
security
holders.............      3,406,332            $10.41             6,650,583


Equity compensation
plans not approved
by security
holders.............        None                None                None


Total...............      3,406,332            $10.41             6,650,583


                                       12
<PAGE>

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      A partner of Cadwalader, Wickersham & Taft LLP is the father of Jay
Wainwright, Cosi's interim President and Chief Executive Officer, and an owner
of less than 0.5% of the Company's equity securities. Cadwalader, Wickersham &
Taft LLP has acted as the Company's outside legal counsel since October 1999.
Cadwalader, Wickersham & Taft LLP provides legal services on behalf of the
Company, for which the firm was paid approximately $575,000, $71,000 and $41,000
for the fiscal years 2002, 2001 and 2000, respectively.

      Prior to February 2003, the Company engaged London Misher Public
Relations, Inc., a public relations firm that is partially owned by the wife of
the Company's former Chief Executive Officer. This firm provided the Company
with public relations services, for which the firm was paid approximately
$235,000, $146,000 and $67,000 for fiscal years 2002, 2001 and 2000,
respectively. The relationship with this firm has been terminated.

      The Company's former Chief Executive Officer and its former Chief
Operating Officer each issued promissory notes to the Company in the amount of
$1,362,400, each due in 2005, which accrue interest at an annual rate of 5.75%,
in connection with each executive's purchase of 119,771 shares of Cosi's
preferred stock in 1998. In 1999, each share of preferred stock was converted
into one share of Common Stock. These notes remain outstanding.

      In August 2002, the Company entered into Senior Secured Note and Warrant
Purchase Agreements with certain of its existing shareholders and members of its
Board of Directors. These agreements provided the Company with a credit facility
of up to $16.4 million available for general corporate purposes. In November
2002, the amount available under this facility was increased to $25 million. The
facility, which terminated upon the Company's IPO, allowed the Company to draw
down funds from time to time until August 12, 2003. Each draw-down was evidenced
by a senior secured note bearing interest at 12% per annum. As of November 2002,
the Company had issued $9.5 million of 12% senior secured notes pursuant to this
credit facility. These notes ranked senior to all of Cosi's other funded
indebtedness at the time and were secured by all of its tangible and intangible
property, other than equipment pledged to secure its equipment loan credit
facility and its capitalized lease obligations. All notes issued pursuant to
these agreements matured upon the consummation of the Company's initial public
offering in November 2002 and were repaid out of the proceeds of the IPO.

      In connection with the Senior Secured Note and Warrant Purchase
Agreements, the Company issued warrants to purchase an aggregate of 2,070,004
shares of its Common Stock, at an exercise price of $6.00 per share, pro rata to
the parties to the agreement. Each warrant issued pursuant to the Senior Secured
Note and Warrant Purchase Agreements has a five-year term and may not be
exercised until after one year from the date of issuance.

      Eric J. Gleacher, one of the Company's directors, agreed to fund up to
$2,500,000 of the credit facility and was issued 202,152 warrants, ZAM Holdings,
L.P., an entity that owned 15.5% of the Company's Common Stock prior to its
initial public offering (and currently owns 11.0% of its Common Stock), agreed
to fund up to $5,373,616 of the credit facility and was issued 439,710 warrants,
and LJCB Nominees Pty Ltd, an entity that owned 7.5% of the Company's Common
Stock prior to the initial public offering, agreed to fund up to $3,500,000 of
the credit facility and was issued 296,919 warrants. Terry Diamond, one of
Cosi's directors, is the managing member of the Diamond Family Foundation and
the husband of Marilyn Diamond. The Diamond Family Foundation agreed to fund up
to $75,000 of the credit facility and was issued 7,108 warrants. Marilyn Diamond
agreed to fund up to $150,000 of the credit facility and was issued 14,215
warrants. Jeffrey Stork, one of the Company's directors, is the managing member
of JDS Partners. Mr. Stork agreed to fund up to $500,000 of the credit facility
and was issued 30,000 warrants. JDS Partners agreed to fund up to $500,000 of
the credit facility and was issued 30,000 warrants.

                                       13
<PAGE>

      The Company has obtained a $3 million line of credit from First Republic
Bank (the "Loan"). The Loan is guaranteed by Eric J. Gleacher, a director and a
stockholder of the Company, Charles G. Phillips, a stockholder of the Company,
and Ziff Investors Partnership, L.P. II, an entity related to ZAM Holdings,
L.P., the Company's largest stockholder. At any time during the term of the
Loan, the guarantors have the right to require the bank to assign the Loan to
the guarantors. If the Loan is not assigned by the bank to the Guarantors, and
has not been repaid by August 15, 2003, then the bank is required to assign the
Loan to the Guarantors. Subject to stockholder approval, upon assignment of the
Loan to the guarantors, the guarantors will have the right to convert the
outstanding principal amount of the note plus accrued and unpaid interest into
shares of Common Stock at a conversion price equal to the lesser of (i) $1.50
per share and (ii) 85% of the weighted average price per share of the Company's
Common Stock as reported on the Nasdaq National Market for the 15-trading-day
period ending three business days prior to the expiration date of the Company's
intended rights offering. This conversion price is the same as the price at
which the Company will offer shares of Common Stock in the rights offering.

                                       14
<PAGE>

                                    PART IV


ITEM 16.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)   Documents Filed with this Amendment to Annual Report on Form 10-K.

      3.    Exhibits
            --------

            Exhibit 23.1 - Consent of Ernst & Young LLP (filed herewith).





                                       15
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant, Cosi, Inc., a corporation organized and
existing under the laws of the State of Delaware, has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, on the
29th day of April, 2003.


                                COSI, INC.




                                By:    /s/ Jay Wainwright
                                    --------------------------------------------
                                    Name:  Jay Wainwright
                                    Title: Chief Executive Officer and President




                                By:    /s/ William D. Forrest
                                    --------------------------------------------
                                    Name:  William D. Forrest
                                    Title: Chairman of the Board




                                By:    /s/ Kenneth S. Betuker
                                    --------------------------------------------
                                    Name:  Kenneth S. Betuker
                                    Title: Chief Financial Officer, Treasurer
                                             and Secretary


                                       16
<PAGE>

CERTIFICATIONS


I, Jay Wainwright, certify that:

1.   I have reviewed this amendment to annual report on Form 10-K of Cosi, Inc.;

2.   Based on my knowledge, this amendment to annual report does not contain any
     untrue statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances under
     which such statements were made, not misleading with respect to the period
     covered by this amendment to annual report;

3.   The Registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     a)  designed such disclosure controls and procedures to ensure that
         material information relating to the Registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this amendment to
         annual report is being prepared;

     b)  evaluated the effectiveness of the Registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         amendment to annual report (the "Evaluation Date"); and

     c)  presented in this amendment to annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

4.   The Registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the Registrant's auditors and the audit
     committee of Registrant's board of directors (or persons performing the
     equivalent function):

     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the Registrant's ability to
         record, process, summarize and report financial data and have
         identified for the Registrant's auditors any material weaknesses in
         internal controls; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the Registrant's internal
         controls; and

5.   The Registrant's other certifying officer and I have indicated in this
     amendment to annual report whether or not there were significant changes in
     internal controls or in other factors that could significantly affect
     internal controls subsequent to the date of our most recent evaluation,
     including any corrective actions with regard to significant deficiencies
     and material weaknesses.



      /s/ Jay Wainwright
---------------------------------------
Jay Wainwright
Chief Executive Officer and President
April 29, 2003
<PAGE>

CERTIFICATIONS


I, Kenneth S. Betuker, certify that:

1.   I have reviewed this amendment to annual report on Form 10-K of Cosi, Inc.;

2.   Based on my knowledge, this amendment to annual report does not contain any
     untrue statement of a material fact or omit to state a material fact
     necessary to make the statements made, in light of the circumstances under
     which such statements were made, not misleading with respect to the period
     covered by this amendment to annual report;

3.   The Registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     a)  designed such disclosure controls and procedures to ensure that
         material information relating to the Registrant, including its
         consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this amendment to
         annual report is being prepared;

     b)  evaluated the effectiveness of the Registrant's disclosure controls and
         procedures as of a date within 90 days prior to the filing date of this
         amendment to annual report (the "Evaluation Date"); and

     c)  presented in this amendment to annual report our conclusions about the
         effectiveness of the disclosure controls and procedures based on our
         evaluation as of the Evaluation Date;

4.   The Registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the Registrant's auditors and the audit
     committee of Registrant's board of directors (or persons performing the
     equivalent function):

     a)  all significant deficiencies in the design or operation of internal
         controls which could adversely affect the Registrant's ability to
         record, process, summarize and report financial data and have
         identified for the Registrant's auditors any material weaknesses in
         internal controls; and

     b)  any fraud, whether or not material, that involves management or other
         employees who have a significant role in the Registrant's internal
         controls; and

5.   The Registrant's other certifying officer and I have indicated in this
     amendment to annual report whether or not there were significant changes in
     internal controls or in other factors that could significantly affect
     internal controls subsequent to the date of our most recent evaluation,
     including any corrective actions with regard to significant deficiencies
     and material weaknesses.


      /s/ Kenneth S. Betuker
---------------------------------------
Kenneth S. Betuker
Chief Financial Officer
April 29, 2003
<PAGE>


                                INDEX TO EXHIBITS



Exhibit No.         Description
-----------         -----------

   23.1       --    Consent of Ernst & Young LLP (filed herewith).