MEMBERS AGREEMENT

This MEMBERS AGREEMENT (this ?Agreement?) is dated as of August 22, 2001, by and among McCormick & Schmick Holdings, LLC, a Delaware limited liability company (together with its successors, the ?LLC?), Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership (?BRS?), Castle Harlan Partners III, L.P., a Delaware limited partnership (?Castle Harlan?), Julie Frist (?Frist?), Marilena Tibrea (?Tibrea?), David B. Pittaway (?Pittaway?), Mellon Bank, N.A., as trustee for the Bell Atlantic Master Trust (?Bell Atlantic?), BancBoston Capital, Inc., a Massachusetts corporation (?BancBoston?), IBJ Whitehall Capital Corporation, a Delaware corporation (?IBJ?), Richard F. Burke, Jr. (?Burke?), Robert A. Engel (?Engel?), Mary Price Gay (?Gay?), Elliott H. Jones (?Jones?), Phillip Krall (?Krall?), H. Conrad Meyer (?Meyer?), Charles G. Phillips (?Phillips?), Phillips Family Foundation (?Phillips Foundation?), Craig J. Pisani (?Pisani?), James R. Raith, Jr. (?Raith?), Tom Steiglehner (?Steiglehner?, together with BRS, Castle Harlan, Frist, Tibrea, Pittaway, Bell Atlantic, BancBoston, IBJ, Burke, Engel, Gay, Jones, Krall, Meyer, Phillips, Phillips Foundation, Pisani and Raith, the ?Initial Parties?), and each executive or other employee of the LLC or any of its Subsidiaries who becomes a member of the LLC pursuant to the terms and conditions of the LLC Agreement after the date hereof and executes a joinder in the form attached hereto as Exhibit A (individually, an ?Executive?, and collectively, the ?Executives?, together with the Initial Parties, the ?Members?, and each individually, a ?Member?, as set forth on Schedule I attached hereto (which Schedule I shall be amended from time to time by the LLC to reflect the addition of any Members to this Agreement)).  Capitalized terms used herein but not otherwise defined have the meaning set forth in Section 1 below.

WHEREAS, the Initial Parties (other than Bell Atlantic) have acquired a number of the LLC?s Class A-1 Units and Preferred Units pursuant to that certain Subscription Agreement, dated as of the date hereof, by and among the LLC and such parties (as in effect from time to time, the ?Subscription Agreement?), and such Class A-1 Units and Preferred Units have the rights and preferences set forth in that certain Amended and Restated Limited Liability Company Agreement of McCormick & Schmick Holdings, LLC, dated as of the date hereof, by and among the LLC and the Initial Parties (as in effect from time to time, the ?LLC Agreement?);

WHEREAS, Bell Atlantic has acquired that certain Class A-2 Common Units Purchase Warrant and that certain Preferred Units Purchase Warrant (together with the Class A-2 Common Units Purchase Warrant, the ?Warrants?), in each case issued to Bell Atlantic pursuant to that certain Stock and Warrant Purchase Agreement, dated as of the date hereof, by and among Bell Atlantic, McCormick & Schmick Acquisition Corp. II, a Delaware corporation (?Acquisition Corp. II?), and the LLC (as in effect from time to time, the ?Stock Purchase Agreement?), which represent the right to purchase a number of the LLC?s Class A-2 Units and Preferred Units;

WHEREAS, it is contemplated that certain Executives will (i) be issued a certain number of Class B Units and Class C Units by the LLC pursuant to certain Executive

Subscription Agreements as soon as practicable after the date hereof, and (ii) in connection with such issuance, will become parties to this Agreement as Executives; and

WHEREAS, the LLC and the Initial Parties desire to enter into this Agreement for the purposes, among others, of limiting the manner and terms by which the Units may be transferred.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.                                       Definitions.  As used herein, the following terms shall have the following meanings:

?Advisor? means any Advisor of the LLC?s Board of Advisors, as determined pursuant to the terms of the LLC Agreement.

?Affiliate? shall mean, as to any Person, any other Person that directly or indirectly controls, or is under common control with, or is controlled by, such Person.  As used in this definition, ?control? (including, with its correlative meanings, ?controlled by? and ?under common control with?) shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities or partnership or other ownership interests, by contract or otherwise).

?Approved Sale? shall mean a Sale of the LLC approved by the Board of Advisors and by (a) as of any date on or prior to December 31, 2007, the Required Members or (b) as of any date after December 31, 2007, the holders of a majority of the BRS Units (as defined in the LLC Agreement) or the holders of a majority of the Castle Harlan Units (as defined in the LLC Agreement) (the Person or Persons approving such Sale of the LLC under either subclause (a) or (b) of this definition, the ?Approving Holders?).

?Bell Atlantic Letter Agreement? means that certain Letter Agreement, dated as of the date hereof, by and between the LLC and Bell Atlantic, as in effect from time to time.

?Board of Advisors? means the LLC?s Board of Advisors, as established pursuant to the terms of the LLC Agreement.  Any actions and determinations to be taken or made by the Board of Advisors pursuant to the terms of this Agreement shall require the affirmative vote of the Board of Advisors as set forth in the LLC Agreement.

?BRS? has the meaning set forth in the introductory paragraph hereof.

?Castle Harlan? has the meaning set forth in the introductory paragraph hereof.

?Change in Control? shall mean any of the following:  (i) a majority of the Board of Advisors shall be comprised of Persons other than designees of BRS and/or Castle Harlan or (ii) BRS, Castle Harlan, and their respective controlled Affiliates, affiliated management companies and employees, in the aggregate, shall cease to own (directly or indirectly) (A) Common Units of the LLC (or its successor) representing 51% or more (40% or more if an

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underwritten initial public offering of the Common Units of the LLC or its successor has been consummated) of the Common Units of the LLC (or its successor) or (B) common stock of Acquisition Corp. II representing 51% or more (40% or more if an underwritten initial public offering of the common stock of Acquisition Corp. II has been consummated) of the common stock of Acquisition Corp. II.  For purposes of this definition, BRS shall be deemed to no longer own the equity securities of the LLC in the event that BRSE LLC (or an entity controlling, controlled by or under common control with BRSE LLC) shall cease to be the sole general partner of BRS, and Castle Harlan shall be deemed to no longer own the equity securities of the LLC in the event that Castle Harlan Partners III GP, Inc. (or an entity controlling, controlled by or under common control with Castle Harlan, Inc.) shall cease to be the sole general partner of Castle Harlan.

?Common Equity? means the Class A-1 Units (as defined in the LLC Agreement), the Class A-2 Units (as defined in the LLC Agreement), the Class B Units (as defined in the LLC Agreement) and the Class C Units (as defined in the LLC Agreement).  For purposes of this Agreement, a Person will be deemed to be a holder of Common Equity whenever such Person has the right to acquire directly or indirectly such Common Equity (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected.

?Common Units? means the Class A-1 Units (as defined in the LLC Agreement), the Class A-2 Units (as defined in the LLC Agreement) and the Class B Units (as defined in the LLC Agreement), and shall not include the Class C Units (as defined in the LLC Agreement).  For purposes of this Agreement, a Person will be deemed to be a holder of Common Units whenever such Person has the right to acquire directly or indirectly such Common Units (upon conversion or exercise in connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected.

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