EXHIBIT 99.8

                          NOMINEE HOLDER CERTIFICATION

                                   COSI, INC.
                                 RIGHTS OFFERING
                     UP TO 19,140,892 SHARES OF COMMON STOCK

            THIS FORM IS TO BE USED ONLY BY NOMINEE HOLDERS OF THE COMMON STOCK
OF COSI, INC. ("COMMON STOCK") TO EXERCISE THE OVERSUBSCRIPTION PRIVILEGE WITH
RESPECT TO RIGHTS AS TO WHICH THE BASIC SUBSCRIPTION PRIVILEGE WAS EXERCISED.
THE EXERCISE OF THE OVERSUBSCRIPTION PRIVILEGE MUST BE EFFECTED BY THE DELIVERY
OF THE SUBSCRIPTION WARRANT AND COMPLIANCE WITH OTHER APPLICABLE TERMS AND
CONDITIONS OF THE RIGHTS OFFERING.

            THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE
PROSPECTUS OF COSI, INC. DATED [__________], 2003 (THE "PROSPECTUS") AND ARE
INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON
REQUEST FROM AMERICAN STOCK TRANSFER & TRUST CORPORATION.

            THIS NOMINEE HOLDER CERTIFICATION IS VOID UNLESS RECEIVED BY
AMERICAN STOCK TRANSFER & TRUST CORPORATION WITH PAYMENT IN FULL PRIOR TO 5:00
P.M., EASTERN DAYLIGHT TIME, ON [_____________], 2003, UNLESS SUCH EXPIRATION
DATE IS EXTENDED BY COSI, INC. IN ITS SOLE DISCRETION.


            1. The undersigned hereby certifies to Cosi, Inc. and American Stock
Transfer & Trust Corporation, as the subscription agent, that it is a broker,
dealer, commercial bank, trust company, or other nominee that held Common Stock
on [__________], 2003 for the account of one or more beneficial owners. The
undersigned also certifies that, on behalf of one or more of such persons, it
has either (i) exercised the basic subscription privilege with respect to its
rights (each term as described in the Prospectus) and delivered the subscription
warrant evidencing such exercised rights to American Stock Transfer & Trust
Corporation or (ii) delivered to American Stock Transfer & Trust Corporation the
notice of guaranteed delivery described in the Prospectus with respect to the
exercise of the basic subscription privilege and will timely deliver the
subscription warrant called for in the notice of guaranteed delivery to American
Stock Transfer & Trust Corporation.

            2. The undersigned hereby exercises the oversubscription privilege
described in the Prospectus to purchase, to the extent available and subject to
limitation and proration upon the terms and conditions described in the
Prospectus, shares of Common Stock with a value equal to an aggregate of $[ ],
and certifies to Cosi, Inc. and American Stock Transfer & Trust Corporation that
the oversubscription privilege is being exercised for the account or accounts of
persons (which may include the undersigned) on whose behalf all basic
subscription privileges under the rights have been exercised in full in
accordance with the procedures for exercise described in the Prospectus.

            3. The undersigned understands that payment of the subscription
price subscribed for pursuant to the basic subscription privilege and
oversubscription privilege must be received by American Stock Transfer & Trust
Corporation before 5:00 p.m., Eastern Daylight Time, on [__________], 2003,
unless such expiration date is extended by Cosi, Inc. in its sole discretion,
and represents that such payment, in the aggregate amount of $[____], is being
delivered to American Stock Transfer & Trust Corporation, or previously has been
delivered to American Stock Transfer & Trust Corporation, in the following
manner (check appropriate line):

            _____ wire transfer;

            _____ certified or cashier's check drawn on a U.S. bank;



            _____ U.S. postal or express money order; or

            _____ personal check drawn on a U.S. bank.

            4. The undersigned understands that, (i) in the event it is not
allocated the full amount of shares under the oversubscription privilege
exercise stated in paragraph 2 above, any excess payment will be mailed to it,
without interest, by American Stock Transfer & Trust Corporation as provided in
the Prospectus, and (ii) if oversubscription requests exceed available shares,
the available shares are to be allocated pro rata among the persons for whom the
undersigned is exercising oversubscription privileges based on the maximum
over-subscription privelege, as described in the prospectus.

Dated:____________________________________

__________________________________________

Print Name of Nominee Holder

By:_______________________________________

Print Signer's Name:______________________

Print Title:______________________________

Contact Name:_____________________________

Contact Phone Number:_____________________



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