EMPLOYMENT AGREEMENT



     THIS EMPLOYMENT AGREEMENT (the "Agreement") is made effective as of January

1, 2004, by and between GRILL CONCEPTS, INC., a Delaware corporation (the

"Company") and ROBERT L. SPIVAK ("Employee").



                                    RECITALS



     WHEREAS, the Company and Employee have heretofore entered into Employment

Agreements dated, January 1, 1993, January 1, 1996, January 1, 1999 and January

1, 2001 (collectively the "Previous Agreements"), setting forth the terms and

conditions of the Company's employment of Employee as its Chief Executive

Officer; and



     WHEREAS, the Company and Employee desire that Employee continue his

employment with the Company as its Chief Executive Officer and to replace its

current agreement, pursuant to and in accordance with the terms and conditions

hereinafter set forth in this Agreement;



     NOW, THEREFORE, in consideration of the mutual covenants and agreements

contained in this Agreement, the parties hereby agree as follows:



     1.   EMPLOYMENT

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          1.1  The Company hereby employs Employee as its Chief Executive

Officer for a term of three (3) years, commencing as of January 1, 2004 and

ending as of December 31, 2006 (the "Term"); provided, however, that the Term

may be extended by the mutual written agreement of the parties.  Employee hereby

accepts such position, upon the terms and conditions set forth in this

Agreement.



          1.2  During the Term, Employee shall devote his full time, energies

and skills to the performance of his duties hereunder, which shall include, but

not be limited to, the active development, management and operation of the

Company's business.



          1.3  During the Term, Employee shall not, directly or indirectly,

alone or as a member of a partnership or other association, or as an officer,

director or stockholder, be engaged in or concerned with any other duties or

pursuits in a business activity which complete, directly or indirectly, with the

business of the Company without the written consent of the Company, other than

owning securities in a publicly traded company, provided that such ownership by

Employee does not exceed ten percent (10%) of any class of securities of such

company.



          1.4  In the course of Employee's employment hereunder, it is

anticipated that Employee may from time to time be allowed access to

confidential information and trade secrets (collectively the "Confidential

Information") owned by the Company and used in the course of its business.  The

parties acknowledge and agree that there is a competitive value and confidential

nature with respect to the Confidential Information, and that material damage

will result to the Company if any of the Confidential Information is disclosed

to a third party.  Employee therefore agrees that during the Term, and for a

period of ten (10) year thereafter, Employee will not, directly or indirectly,

disclose or use any of the Confidential Information except as required in the

ordinary course of the company's business and Employee's employment hereunder.

All records, files, documents and materials relating to the Company's business

which Employee shall prepare, use or be provided with during the Term shall be

and remain the sole property of the Company, and shall not be removed from the

Company's premises or





<PAGE>

otherwise utilized by Employee for other than the benefit of the Company without

the Company's written consent.



          1.5  Employee acknowledges and agrees that in the event of a breach by

Employee of any of the provisions of paragraphs 1.3 and 1.4 above, that in

addition to any other remedies it may have at law or in equity, the Company

shall be entitled to injunctive relief, without the necessity of proving the

inadequacy of such other remedies.



     2.   SALARY.     Employee shall receive an annual base salary during each

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year of the Term of this Agreement as follows:

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