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                              AU BON PAIN CO., INC.

                         MANAGING PARTNER INCENTIVE PLAN

                                             As Adopted Effective April 21, 1996

I.       PURPOSE

         The purpose of the Au Bon Pain Co., Inc. Managing Partner Incentive
Plan (as amended from time to time and as supplemented by any plan adopted under
Section II below, the "Plan") is to provide periodic incentives and rewards to
selected key managerial employees of Au Bon Pain Co., Inc. (the "Company") or
its subsidiaries ("Subsidiaries") for significant contributions to the Company's
profitability.

II.      ADMINISTRATION

         The Plan is administered by the Board of Directors of the Company,
which may delegate its powers under the Plan to the Company's Retail Management
Committee (the "Committee") to the full extent permitted by law. Without
limiting the generality of the foregoing, the Committee may, in its discretion,
interpret the Plan and make rules concerning the application of the Plan. In the
exercise of its powers hereunder, the Board of Directors may adopt one or more
plans hereunder providing for incentive awards and fixing the terms and
conditions of such awards.

III.     ELIGIBILITY AND PARTICIPATION

         The Committee will from time to time designate eligible participants
and/or job titles and/or approve incentive formulae and awards for participants
("Participants"). Officers and Directors of the Company are not eligible to
participate in the Plan or to receive Awards (as defined in Section IV below)
under the Plan.

IV.      DETERMINATION OF BONUSES

         A.       Bonus Formula

         Each eligible Participant shall receive a bonus determined in
accordance with formulae and/or other methods approved by the Committee.

         B.       Awards

         Each Participant's award, which may be cash, shares of the Company's
Class A Common Stock, or a combination thereof (collectively, "Awards") shall be
as determined by the Committee in its discretion.
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V.       DISTRIBUTION OF BONUSES

         Awards will be distributed as and at the time or times determined by
the Committee. All distributions of Awards under this Plan are subject to
required tax withholding, and any Participant may request the Company to
withhold additional amounts.

VI.      AMENDMENT, SUSPENSION OR TERMINATION OF PLAN

         The Company, acting through the Board of Directors or the Committee,
reserves the right to amend, suspend or terminate the Plan at any time if the
Board of Directors or the Committee, in its sole discretion, determines that
such action is in the best interests of the Company.

VII.     NOTICES

         Any notice required or permitted to be given by the Company or the
Committee pursuant to the Plan shall be deemed given when personally delivered
or deposited in the United States mail, registered or certified, postage
prepaid, addressed to the Participant at the last address shown for the
Participant on the records of the Company.

VIII.    MISCELLANEOUS PROVISIONS

         No Award payable under the Plan shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge prior to actual receipt thereof by the Participant; any attempt to so
anticipate, alienate, sell, transfer, assign, pledge, encumber or charge prior
to such receipt shall be void, and the Company shall not be liable in any manner
for or subject to the debts, contracts, liabilities, engagements or torts of any
person entitled to any Award under the Plan or any Incentive Agreement.

         Nothing contained herein confers upon any Participant the right to be
retained in the service of the Company or any Subsidiary or limits the right of
the Company or any Subsidiary to discharge, terminate the employment of or
otherwise deal with any Participant without regard to the existence of the Plan
or any Incentive Agreement.

         The Plan shall at all times be entirely unfunded, and no provision
shall at any time be made with respect to segregating assets of the Company for
payment of any Awards hereunder. No Participant or other person shall have any
interest in any particular assets of the Company by reason of the right to
receive an Award under the Plan or any Incentive Agreement, and any Participant
or other person shall have only the rights of a general unsecured creditor of
the Company with respect to any rights under the Plan and any Incentive
Agreement.


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