EXHIBIT 99.2

INSTRUCTIONS AS TO THE USE OF COSI, INC.
RIGHTS CERTIFICATES

CONSULT AMERICAN STOCK TRANSFER & TRUST CORPORATION OR YOUR
BROKER AS TO ANY QUESTIONS ABOUT THIS RIGHTS OFFERING.

The following instructions (the "Instructions") relate to a rights offering
(the "Rights Offering") by Cosi, Inc., a Delaware corporation (the "Company"),
to the holders of record of its common stock (the "Common Stock"), as described
in the Company's Prospectus dated November , 2003 (the "Prospectus"). Holders
of record of shares of Common Stock as of the close of business on November 24,
2003 (the "Record Date") are receiving non-transferable subscription rights (the
"Rights") to subscribe for and purchase shares of the Company's Common Stock.
Each such shareholder is receiving one Right for each share of Common Stock
owned as of the close of business on the Record Date. The exact number of shares
you receive will equal the total dollar value for which you subscribe divided by
the Subscription Price.

No fractional shares or rights, or cash in lieu thereof, will be issued or
paid. If the number of shares of Common Stock held by a shareholder on the
Record Date would have resulted in the issuance of fractional Rights, the number
of Rights issued to such shareholder has been rounded down to the nearest whole
number.

The Rights are evidenced by non-transferable rights certificates (the
"Rights Certificates"). Unexercised Rights will expire and become null and void
at 5:00 p.m., Eastern Standard Time, on December 19, 2003, unless such
expiration date is extended in the sole discretion of the Company (as it may be
extended, the "Expiration Date").

Each subscription right entitles a holder to purchase a number of shares of
Common Stock with a value equal to an aggregate of $0.6776, at a purchase price
per share equal to the lesser of (i) $1.50 and (ii) 85% of the weighted average
price per share of our Common Stock as reported on the Nasdaq National Market
for the 15-trading-day period ending three business days prior to December 19,
2003 (the "Basic Subscription Privilege"). A holder of Rights is not required to
purchase any shares or may elect to purchase some or all of the shares that are
covered by the Basic Subscription Privilege. For example, if a stockholder owns
1,000 shares of the Company's Common Stock, the stockholder's subscription
privilege will entitle such stockholder to purchase up to $677.60 worth of
Common Stock in this rights offering. If the stockholder chooses to fully
subscribe for the holder's basic subscription privilege, and the subscription
price equals $1.50 per share, the Company will deliver to such stockholder 451
shares, and the Company will return $1.10 (because the Company will not issue
fractional shares).

If a holder subscribes for the holder's basic subscription amount and the
Company's stockholders subscribe for an aggregate of more than $7.5 million
pursuant to their basic subscription amount, the holder's percentage ownership
of the Company's equity will be reduced. If a holder fully subscribes for the
holder's basic subscription amount and the Company's stockholders subscribe for
an aggregate of less than $7.5 million but more than $2 million, the holder's
percentage ownership of the Company's equity will not be reduced; however, the
holder's ownership percentage relative to certain of the Funding Parties (as
defined in the accompanying Prospectus) will be reduced.

The Company's current stockholders who do not participate in the rights
offering will suffer a substantial dilution in their relative percentage
ownership in the Company upon issuance of the Company's Common Stock to holders
exercising rights in the rights offering and to the Funding Parties.

If a holder fully exercises his or her Basic Subscription Privilege, such
holder will be eligible to subscribe for and purchase additional shares of
Common Stock that are offered in the Rights Offering but that are not purchased
by other holders of Rights up to an aggregate offering of $7.5 million. This is
referred to as the "Over-subscription Privilege." The maximum number of shares
for which a holder will be able to subscribe pursuant to the Over-subscription
Privilege will equal such holder's pro rata share of the total amount of shares
available for over-subscription. The total value of shares available for
Over-subscription will equal $7.5 million reduced by the

total value of shares subscribed for pursuant to all stockholders' Basic
Subscription Privilege. A holder's pro rata share will be based upon the total
number of shares of the Company's Common Stock and warrants to purchase shares
of the Company's Common Stock owned by such holder compared to the total number
of shares of the Company's Common Stock and warrants to purchase shares of the
Company's Common Stock owned by all stockholders who exercised their
Over-subscription Privilege and the Funding Parties. If there is an insufficient
number of shares of the Company's Common Stock remaining unsold after holders
have exercised their basic subscription rights to satisfy in full all
subscriptions that the Company receives for additional shares, the Company will
allocate the available shares among the holders who execute their
Over-subscription Privilege on a pro rata basis according to their respective
holdings, up to the amount such holder has subscribed for through the exercise
of such holder's over-subscription privilege (see "The Rights
Offering -- Over-subscription Privilege" in the Prospectus).

The number of Rights to which you are entitled, and the total aggregate
value of shares for which you may subscribe, are printed on the face of your
Rights Certificate that accompanies these Instructions. You should indicate your
wishes with regard to the exercise of your Rights by completing the reverse side
of the Rights Certificate and returning the completed Rights Certificate to the
Company's subscription agent, American Stock Transfer & Trust Corporation, in
the envelope provided. With respect to the Over-subscription Privilege, you
should indicate a dollar amount on the Rights Certificate, and send such amount,
equal to the aggregate amount of additional capital you want to invest in the
Company, should additional shares become available for subscription.

IN ORDER FOR YOU TO EXERCISE RIGHTS, AMERICAN STOCK TRANSFER & TRUST
CORPORATION MUST HAVE RECEIVED FROM YOU PRIOR TO 5:00 P.M., EASTERN STANDARD
TIME, ON THE EXPIRATION DATE, (1) YOUR RIGHTS CERTIFICATE, PROPERLY EXECUTED AND
DELIVERED BY YOU, OR YOU MUST HAVE TIMELY COMPLIED WITH THE GUARANTEED DELIVERY
REQUIREMENTS FOR YOUR RIGHTS CERTIFICATE THAT ARE DESCRIBED BELOW AND IN THE
PROSPECTUS, AND (2) PAYMENT OF THE FULL SUBSCRIPTION PRICE FOR THE TOTAL VALUE
OF SHARES OF COMMON STOCK THAT YOU WISH TO PURCHASE UNDER THE BASIC SUBSCRIPTION
PRIVILEGE AND THE OVER-SUBSCRIPTION PRIVILEGE, INCLUDING FINAL CLEARANCE OF ANY
CHECKS. YOU MAY NOT REVOKE OR AMEND ANY EXERCISE OF A RIGHT.

For a more complete description of the terms and conditions of the Rights
Offering, please review the Prospectus. Additional copies of the Prospectus and
of the other subscription documents that are discussed below are available upon
request from American Stock Transfer & Trust Corporation by calling (718)
921-8200.

1. Method of Exercising Rights.

To exercise Rights, complete the reverse side of the Rights Certificate and
deliver your properly completed and executed Rights Certificate, together with
payment in full of the total dollar value of shares for which you wish to
subscribe pursuant to the Basic Subscription Privilege and the Over-subscription
Privilege, to American Stock Transfer & Trust Corporation prior to 5:00 p.m.,
Eastern Standard Time, on the Expiration Date. Payment for the shares must be
made in U.S. dollars by (a) check drawn upon a U.S. bank, or U.S. postal or
express money order, payable to the order of American Stock Transfer & Trust
Corporation, as Subscription Agent, or (b) wire transfer of funds to the account
maintained by American Stock Transfer & Trust Corporation for the Rights
Offering at JP Morgan Chase Bank; 55 Water Street; New York, NY 10005; ABA
#021000021; Account # 323-836925. In addition, you must complete the Substitute
Form W-9 accompanying the Rights Certificate.

The address of American Stock Transfer & Trust Corporation is 59 Maiden
Lane; Plaza Level; New York, NY 10038. Delivery of the Rights Certificate to
another address or by facsimile will not constitute valid delivery.

The Subscription Price will be considered to have been received by American
Stock Transfer & Trust Corporation only upon (i) the clearance of a personal
check, (ii) the receipt by American Stock Transfer & Trust Corporation of a
certified or cashier's check drawn upon a U.S. bank or a U.S. postal money
order, or (iii) the receipt of funds in American Stock Transfer & Trust
Corporation's account designated above. If you are paying by uncertified
personal check, please note that the funds paid thereby may take at least five
business days to clear. Accordingly, a holder of Rights who wishes to pay the
Subscription Price by means of an uncertified personal

check is urged to make payment sufficiently in advance of the Expiration Date to
ensure that such payment is received and clears by such date and is urged to
consider using an overnight courier service such as Federal Express or courier
mail service and paying by means of a certified or cashier's check, U.S. postal
money order or wire transfer of funds.

Alternatively, you may cause a written guarantee substantially in the form
of the Notice of Guaranteed Delivery that accompanies these Instructions (the
"Notice of Guaranteed Delivery") to be received by American Stock Transfer &
Trust Corporation prior to 5:00 p.m., Eastern Standard Time, on the Expiration
Date together with payment in full of the aggregate value of shares for which
you wish to subscribe. A Notice of Guaranteed Delivery must be properly signed
and completed by both (i) the holder of the Rights Certificate, and (ii) a
member firm of a registered national securities exchange or member of the
National Association of Securities Dealers, Inc., commercial bank or trust
company having an office or correspondent in the United States, or other
eligible guarantor institution which is a member of or a participant in a
signature guarantee program acceptable to American Stock Transfer & Trust
Corporation. The Notice of Guaranteed Delivery must state your name, the total
dollar value for which you wish to subscribe pursuant to the Basic Subscription
Privilege, and, if applicable, the Over-subscription Privilege, and must
guarantee the delivery to American Stock Transfer & Trust Corporation of your
properly completed and executed Rights Certificate within three Nasdaq National
Market trading days following the date of the Notice of Guaranteed Delivery. If
this procedure is followed, your Rights Certificate must be received by American
Stock Transfer & Trust Corporation within three Nasdaq National Market trading
days after the date of the Notice of Guaranteed Delivery.

Brokers, banks, and other nominee holders of Rights who exercise Rights and
the Over-subscription Privilege on behalf of beneficial owners of Rights will be
required to certify to American Stock Transfer & Trust Corporation and the
Company that, among other things, each beneficial owner for whom they are
exercising the Over-subscription Privilege exercised his or her Basic
Subscription Privilege in full. A form of Nominee Holder Certification that
should be used for this purpose accompanies these Instructions.

If you do not forward full payment of the aggregate value that you have
indicated, you will be deemed to have exercised the Basic Subscription Privilege
with respect to the maximum number of shares which may be purchased for the
Subscription Price payment delivered by you and, if any funds remain, you will
be deemed to have exercised the Over-subscription Privilege to the extent of the
remaining funds. For additional information about this calculation, see your
Rights Certificate.

2. Delivery of Stock Certificates; Refunds.

The following deliveries and payments will be made to the address shown on
the face of your Rights Certificate unless you provide instructions to the
contrary on the Rights Certificate.

(a) Basic Subscription Privilege. As soon as practicable after the
Expiration Date, American Stock Transfer & Trust Corporation will mail to
each Rights holder who validly exercises the Basic Subscription Privilege a
certificate representing shares of Common Stock purchased pursuant to the
Basic Subscription Privilege.

(b) Over-subscription Privilege. As soon as practicable after the
Expiration Date, American Stock Transfer & Trust Corporation will mail to
each Rights holder who validly exercises the Over-subscription Privilege a
certificate representing the number of shares of Common Stock, if any,
allocated to such Rights holder pursuant to the Over-subscription
Privilege. American Stock Transfer & Trust Corporation may mail to each
Rights holder one certificate representing the total number of shares of
Common Stock purchased by such Rights holder pursuant to the Basic
Subscription Privilege and the Over-subscription Privilege.

(c) Refunds. As soon as practicable after the Expiration Date,
American Stock Transfer & Trust Corporation will mail to each Rights holder
who exercises the Over-subscription Privilege any excess funds, without
interest, received in payment of the Subscription Price for each share of
Common Stock that is subscribed for by such Rights holder but not allocated
to such Rights holder pursuant to the Over-subscription Privilege.

3. Transfers of Rights Prohibited.

All Rights received by you in the Rights Offering are non-transferable and
may be exercised only by you for your own account, provided that such Rights may
be transferred by operation of law in the event of the death of the record
holder of the Rights or the dissolution of a record holder that is a
corporation, partnership, or other entity. For questions about the exercise of
Rights in such event, please contact American Stock Transfer & Trust
Corporation.

4. Division of a Rights Certificate into Smaller Denominations.

A broker, bank, or other nominee holding shares of Common Stock for more
than one beneficial owner may, upon proper showing to American Stock Transfer &
Trust Corporation, exchange its Rights Certificate to obtain two or more Rights
Certificates for the number of Rights to which all such beneficial owners in the
aggregate would have been entitled had each beneficial owner been a holder of
record.

5. Execution.

The signature on the Rights Certificate must correspond with the name of
the registered holder exactly as it appears on the face of the Rights
Certificate without any alteration. Persons who sign the Rights Certificate in a
representative or other fiduciary capacity must indicate their capacity when
signing and, unless waived by American Stock Transfer & Trust Corporation in its
sole discretion, must present to American Stock Transfer & Trust Corporation
satisfactory evidence of their authority to so act.

6. Method of Delivery.

The method of delivery of the Rights Certificate and payment of the
Subscription Price to American Stock Transfer & Trust Corporation is at the sole
election and risk of the Rights holder. If you send the Rights Certificate and
Subscription Price by mail, the Company recommends that you use an overnight
courier service such as Federal Express, courier mail service, or registered
mail, properly insured, with return receipt requested, and that you allow
sufficient tine to ensure delivery to American Stock Transfer & Trust
Corporation and the clearance of any checks prior to 5:00 p.m., Eastern Standard
Time, on the Expiration Date.

7. Substitute Form W-9; Taxpayer Identification Number; Possible Backup
Withholding.

Each Rights holder who elects to exercise Rights should provide American
Stock Transfer & Trust Corporation with a correct taxpayer identification number
("TIN") on the Substitute Form W-9 accompanying the Rights Certificate. Failure
to provide the information on Substitute Form W-9 may subject the holder to a
$50 penalty for each such failure and to backup withholding with respect to
dividends that may be paid by the Company on shares of Common Stock.

If backup withholding applies to any holder of Common Stock, the Company or
its transfer agent, as the case may be, will be required to withhold a portion
of any dividend payments made by the Company to such holder of Common Stock at
the rate prescribed under applicable Federal law. Backup withholding is not an
additional tax. Rather, the amount of backup withholding is treated, like any
other withheld amounts, as an advance payment of the person's tax liability, and
the tax liability of persons subject to backup withholding will be reduced by
the amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained.

To prevent backup withholding on dividend payments, a Rights holder who
exercises Rights is required to notify American Stock Transfer & Trust
Corporation of the holder's correct TIN by completing Substitute Form W-9 and
certifying on Substitute Form W-9 that the TIN is correct (or that such Rights
holder is awaiting a TIN). In addition, the holder is required to certify on
Substitute Form W-9 that he or she is not subject to backup withholding for one
of the reasons specified on Substitute Form W-9.

Certain holders (including, among others, all corporations and certain
foreign individuals) are exempt from these backup withholding and reporting
requirements. In general, in order for a foreign individual to qualify as an
exempt recipient, that holder must submit the appropriate IRS Form W-8 regarding
the holder's foreign status. The form may be obtained from American Stock
Transfer & Trust Corporation. Each exempt holder, although not required to
deliver a Substitute Form W-9, is advised to deliver a completed and signed
Substitute Form W-9 to American Stock Transfer & Trust Corporation to avoid
possible erroneous backup withholding. See the following

Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional instructions.

If the record owner of Rights is an individual, the TIN is the taxpayer's
social security number. For most entities, the TIN is the employer
identification number. If the shares of Common Stock issued upon the exercise of
the Rights are in more than one name or are not in the name of the actual owner,
consult the Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 for additional information regarding which number to report.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

DETERMINING THE PROPER TAXPAYER IDENTIFICATION NUMBER

You must enter your taxpayer identification number ("TIN") in the
appropriate box on Substitute Form W-9. If you are a resident alien and you do
not have and are not eligible to obtain a social security number, your TIN is
your Internal Revenue Service ("IRS") individual taxpayer identification number.
Enter it in the box. If you do not have a TIN, see Obtaining a Taxpayer
Identification Number below.

Social security numbers have nine digits separated by two hyphens, i.e.,
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen, i.e., 00-0000000. The table below will help determine the number to
provide on Substitute Form W-9.

<Table>
<Caption>
GIVE THE SOCIAL SECURITY GIVE THE EMPLOYEE
FOR THIS TYPE OF ACCOUNT NUMBER OF-- FOR THIS TYPE OF ACCOUNT: IDENTIFICATION NUMBER OF--
- ------------------------ ------------------------ ------------------------- --------------------------

1. Individual The individual 6. A valid trust, The legal entity
estate, or pension trust
2. Two or more The actual owner of the 7. Corporate The corporation
individuals, account or, if combined
including husband funds, the first
and wife (joint individual on the
account) account (1)
3. Custodian account of The minor (2) 8. Association, club, The organization
a minor (Uniform religious,
Gift to Minors Act) charitable,
educational, or other
tax-exempt
organization
4. a. The usual The grantor-trustee (1) 9. Partnership or The partnership limited
revocable savings limited liability company liability company (5)
trust (grantor is
also trustee)
b. So-called trust The actual owner (1)
account that is not
a legal or valid
trust under state
law
5. Sole proprietorship The owner (3) 10. A broker or The broker or nominee
registered nominee
11. Account with the The public entity
Department of
Agriculture in the
name of a public
entity (such as a
state or local
government, school
district, or prison)
that receives
agricultural program
payments
</Table>

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

(1) Circle the name of the person whose number you furnish. If only one person
on a joint account has a social security number, that person's number must
be furnished.

(2) Circle the minor's name, and furnish the minor's social security number.

(3) Show the name of the owner. You may also enter your business name. You may
use your social security number or employer identification number.

(4) Circle the name of the legal trust, estate, or pension trust. Do not furnish
the TIN of the personal representative or trustee unless the legal entity
itself is not designated in the account title.

(5) If, however, the limited liability company is owned by only one individual,
enter the owner's social security number. If the sole owner of a limited
liability company is a corporation, partnership, or other entity, enter the
owner's employer identification number.

Note: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.

OBTAINING A TAXPAYER IDENTIFICATION NUMBER

If you do not have a TIN, you should apply for one as soon as possible. To
apply for a social security number, obtain Form SS-5, Application for a Social
Security Card, from your local Social Security Administration office. Obtain
Form W-7, Application for IRS Individual Taxpayer Identification Number, to
apply for an individual taxpayer identification number if you are an individual
who is not a U.S. citizen, national, or permanent resident. Obtain Form SS-4,
Application for Employer Identification Number, to apply for an employer
identification number. You can obtain Forms W-7 and SS-4 from the IRS.

If you do not have a TIN but have applied for one or intend to do so in the
near future, sign and date the Certificate of Awaiting Taxpayer Identification
Number that follows Substitute Form W-9. For interest and dividend payments and
certain payments made with respect to readily tradable instruments, you will in
most cases have sixty days to obtain a TIN and give it to the Company or
American Stock Transfer & Trust Corporation before you are subject to backup
withholding. Other payments are subject to backup withholding, without regard to
this sixty-day rule, until you provide your TIN.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

The following payees are exempt from backup withholding on interest and
dividend payments:

- A corporation.

- A financial institution.

- An organization exempt from tax under Section 501(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), an individual retirement
account (IRA), or a custodial account under Section 403(b)(7) of the Code
if the account satisfies the requirements of Section 401(f)(2) of the
Code.

- The United States or any of its agencies or instrumentalities.

- A state, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities.

- A foreign government or any of its political subdivisions, agencies, or
instrumentalities.

- An international organization or any of its agencies or
instrumentalities.

- A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States.

- A real estate investment trust.

- A common trust fund operated by a bank under Section 584(a) of the Code.

- An entity registered at all times during the tax year under the
Investment Company Act of 1940.

- A foreign central bank of issue.

- A middleman known in the investment community as a nominee or custodian.

- A trust exempt from tax under Section 664 of the Code or described in
Section 4947 of the Code.

IF YOU ARE EXEMPT FROM BACKUP WITHHOLDING, YOU SHOULD STILL COMPLETE AND
RETURN SUBSTITUTE FORM W-9 TO AMERICAN STOCK TRANSFER & TRUST CORPORATION TO
AVOID POSSIBLE ERRONEOUS BACKUP WITHHOLDING.

If you are a nonresident alien or a foreign entity not subject to backup
withholding, you should also give American Stock Transfer & Trust Corporation
the appropriate completed Form W-8 regarding your foreign status. You can obtain
the form from American Stock Transfer & Trust Corporation.

PAYMENTS EXEMPT FROM BACKUP WITHHOLDING

Dividends that are generally exempt from backup withholding include:

- Payments to nonresident aliens subject to withholding under Section 1441
of the Code.

- Payments to partnerships not engaged in a trade or business in the United
States and that have at least one nonresident alien partner.

- Payments made by certain foreign organizations.

- Payments made by an ESOP pursuant to Section 404(k) of the Code.

Certain payments that are not subject to IRS information reporting are also
not subject to backup withholding. For details, see Sections 6041, 604lA, 6042,
6044, 6045, 6049, 6050A, and 6050N of the Code and the regulations under such
sections.

PRIVACY ACT NOTICE

Section 6109 of the Code requires you to give your correct TIN to persons
who must file information returns with the IRS to report interest, dividends,
and certain other income paid to you. The IRS uses the numbers for
identification purposes and to help verify the accuracy of your tax return. The
IRS may also provide this information to the Department of Justice for civil and
criminal litigation and to cities, states, and the District of Columbia to carry
out their tax laws. You must provide your TIN whether or not you are required to
file a tax return. Backup withholding generally applies to payments of taxable
interest, dividends, and certain other payments to a payee who does not furnish
a TIN to a payer. Certain penalties may also apply.

PENALTIES

Failure to Furnish Taxpayer Identification Number. If you fail to furnish
your correct TIN to a requester, you are subject to a penalty of $50 for each
such failure unless your failure is due to reasonable cause and not to willful
neglect.

Civil Penalty for False Information with Respect to Withholding. If you
make a false statement with no reasonable basis which results in no backup
withholding, you are subject to a $500 penalty.

Criminal Penalty for Falsifying Information. Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

THESE INSTRUCTIONS AS TO THE USE OF COSI, INC. RIGHTS CERTIFICATES AND
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE
FORM W-9 SUMMARIZE CERTAIN LAWS AND REGULATIONS THAT APPLY TO BACKUP WITHHOLDING
AND OTHER TAX-RELATED MATTERS AS OF THE DATE OF THE PROSPECTUS. THESE LAWS AND
REGULATIONS ARE SUBJECT TO BEING CHANGED IN THE FUTURE, POSSIBLY WITH
RETROACTIVE EFFECT. FOR ADDITIONAL INFORMATION ABOUT BACKUP WITHHOLDING AND THE
OTHER TAX-RELATED MATTERS THAT ARE DISCUSSED ABOVE, YOU SHOULD CONTACT YOUR TAX
ADVISER OR THE IRS.