EMPLOYMENT AGREEMENT

THIS EMPLOYMENT  AGREEMENT (the  "Agreement") is made effective as of January 1,
2001,  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  and  January  1,1999
(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
     ----------

     1.1 The Company hereby employs Employee as its Chief Executive  Officer for
a term of three (3)  years,  commencing  as of  January 1, 2001 and ending as of
December 31, 2004 (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
one (1) 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 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.

<PAGE>

     2. SALARY. Employee shall receive an annual base salary during each year of
the Term of this Agreement as follows:

                               Year One:        $225,000
                               Year Two:        $235,000
                               Year Three:      $250,000

     Such salary  shall be payable in monthly or in such other  installments  on
the payroll dates established for the Company's other employees. All payments of
salary  hereunder  shall be subject to the  deduction of such payroll  taxes and
similar deductions as required by law.

     3. OTHER COMPENSATION. Employee shall be entitled to the following benefits
and other compensation during the Term:

          3.1 Vacation. Five (5) weeks vacation during each year of the Term, at
     such times or times as shall be mutually  agreed upon between  Employee and
     the Company; provided, however, that Employee may not accumulate any unused
     vacation time from one employment year to the next during the Term.

          3.2  Automobile.  Unlimited  use of an  automobile of a make and model
     commensurate  with Employee's  position as Chief  Executive  Officer of the
     Company  hereunder  and  consistent  with that  provided to Employee by the
     Company  in the past.  The  Company  shall  pay all  expenses  for  repair,
     maintenance and insurance for such automobile.

          3.3 Travel and Entertainment.  Unlimited  reimbursement by the Company
     of  Employee  for  entertainment,  dining and travel  expenses  incurred by
     Employee in the course of his performing his duties hereunder.

          3.4  Expense  Allowance.   In  addition  to  the  reimbursement  under
     paragraph  3.3  above,  Employee  shall be  entitled  to a monthly  expense
     allowance to be used by Employee in his sole  discretion,  in an amount not
     to exceed One Thousand Five Hundred Dollars ($1,500) per month.

          3.5 Health Benefits. During the Term and any extension thereof, unless
     the Executive is terminated for cause, each of the Executive and his spouse
     (or  widow)  shall be  entitled  to  receive,  at the sole  expense  of the
     Company,  such benefits,  including  without  limitation,  participation in
     group life,  health,  accident,  disability,  liability or  hospitalization
     insurance plans, pension plans, severance plans or retirement plans, as the
     Company  currently  makes  available  to its  highest  level  of  executive
     employees as a group or as such  programs  and  benefits  are  amended.  In
     addition,  the Company  will,  at its own expense,  continue to provide the
     benefits  referred to in Paragraph  3.5 to the Executive and his spouse (or
     widow) for five (5) years after the  expiration of the Term,  such benefits
     to be provided  regardless  of the reason for any  separation of employment
     including,  but not limited to, the  Executive's  death or disability,  but
     excluding  termination for cause. The Company  represents and warrants that
     the  benefits  to the  Executive  and his spouse (or  widow)  described  in
     paragraph  3.5 shall at all times be  substantially  as  favorable  or more
     favorable  to the  Executive  and his spouse (or widow) as those  currently
     provided.  In the event that the  Company is unable to  continue to provide
     the benefits required by this paragraph 3.5 through continued participation
     in the  Company's  plans,  the Company is  required  to provide  comparable
     benefits for the Executive  and his spouse (or widow) from another  source.
     After  benefits  are no longer  required to be  provided  at the  Company's
     expense to the Executive and his spouse (or widow) pursuant to this Section
     3.5,  each of the  Executive and his spouse (or widow) shall be entitled to
     participate in the Company's health and hospitalization  insurance plans as
     described in Section 3.5 at his and/or her own expense,  for as long as the
     Company's plans permit.

     3.6 Life Insurance.  Term life insurance coverage in the face amount of One
Million Dollars  ($1,000,000),  the premiums and all other costs for which shall
be paid in full by the Company.

     3.7 Stock Options. Company hereby grants to Employee one hundred thousand (
100,000) shares of stock at a price of $ per share, ten percent in excess of the
selling price of the stock on December 31,2000, in accordance with provisions of
the Company's  Stock Option Plan (the "Plan').  The options will vest  one-third
(1/3)  at the end  of2001,  one-third  (1/3)  at the end  of2002  and the  final
one-third at the end of2003.

                                       2
<PAGE>


     3.8 Bonus Plan.  Executive shall be eligible for a performance-based  bonus
of a maximum of fifty percent (50%) of salary.  Metrics shall be  established by
the Compensation Committee of the Board of Directors on or before February 28 of
each year.

     3.9 Other  Benefits.  Such other  benefits as  Employee  may be eligible to
receive in accordance with the Company's  announced employee benefit programs in
effect  from time to time,  including,  but not  limited  to,  paid sick  leave,
participation  in qualified  pension and/or profit  sharing plans,  split-dollar
life  insurance   policies,   reimbursement   for  uninsured  medical  expenses,
non-qualified   and/or  incentive  stock  options,   and/or  unfunded   deferred
compensation.  Nothing  contained in this paragraph shall be deemed to restrict,
limit or affect any stock  options  which may have  previously  been  granted to
Employee

     4.  TERMINATION.  This Agreement shall terminate upon the occurrence of any
of the following:

         4.1 The expiration of the Term hereof.

         4.2 The mutual written consent of the parties hereto.

         4.3 The death of Employee.

         4.4 The permanent disability of Employee,  as such term is defined
             in paragraph 6 below.

         4.5 For cause, at the option of the Company, as provided in paragraph 5
             below

     Nothing  contained  in this  paragraph 4 shall be  construed,  however,  to
abrogate  the  payment  by  the  Company  to  Employee  or  Employee's  personal
representative  or heirs,  as the case may be, of any  benefits or  compensation
which  had  accrued  and  was  due to  Employee  prior  to  termination  of this
Agreement.

     5.  TERMINATION  FOR CAUSE.  The Company shall have the right,  at its sole
election,  to terminate  Employee's  employment hereunder at any time during the
Term for cause,  which, for purposes of this Agreement,  shall be constituted by
any of the following events:

          5.1 Employee is convicted  by any  federal,  state or local  authority
     with (i) an act of dishonesty; or (ii) an act involving moral turpitude; or
     (iii)an act  constituting  a felony;  or (iv) narcotics  addiction;  or (v)
     habitual intemperance.

          5.2 The continued  failure by Employee,  following written notice from
     the Company, to fulfill Employee's  obligations under or comply with any of
     the provisions of this Agreement.

     Any election by the Company to  terminate  this  Agreement  for cause under
paragraphs 5.1 or 5.2 above shall be made by giving  Employee  written notice to
such effect by certified or registered mail at Employee's last known address, or
by personal delivery of such notice to Employee;  provided, however, that in the
event Employee is either convicted or pleads guilty or nolo contendere to any of
the  charges set forth in  paragraph  5.1 above,  the  Company  may  immediately
terminate this Agreement  thereupon.  The waiver by the Company of any such acts
of Employee as described in this  paragraph 5 shall not be construed as a waiver
of any subsequent acts by Employee.

6.   PERMANENT DISABILITY.
     ---------------------

         6.1 The terms  "permanent  disability" as used in this Agreement  shall
mean six ( 6) months of substantially  continuous  disability . Disability shall
be deemed  "substantially  continuous" if, as a practical matter,  Employee,  by
reason of mental or  physical  health,  is  unable to  sustain  reasonably  long
periods of  substantial  performance  of his duties.  Frequent  long  illnesses,
though  different  from a preceding  illness and though  separated by relatively
short periods of Employee's performance of his duties hereunder, shall be deemed
to be "substantially" continuous.

         6.2 In the event of any dispute concerning the permanent  disability of
Employee,  the Company and  Employee  shall each select a physician  licensed to
practice  medicine  in the State of  California,  who shall then  select a third
physician  so licensed.  Such  selection  shall be made within  thirty (30) days
after  Employee  gives  notice to the  Company  that he disputes  the  Company's
determination  that Employee is permanently  disabled.  The  determination  of a
majority  of the three (3)  physicians  concerning  whether or not  Employee  is
permanently  disabled  shall be  conclusive  and binding upon the parties.  Such
determination  shall be made by the three (3) physicians  within sixty (60) days
of their  selection.  In the event that either the Company or Employee  fails to
select a physician within the prescribed time period, then either it or he shall
be  deemed  to have  waived  its or his  right to do so,  and the  determination
regarding  Employee's  permanent  disability hereunder shall be made by the sole
physician selected.

                                       3
<PAGE>

     7. ASSIGNMENT. Employee may not assign or otherwise transfer this Agreement
or any of Employee's rights, duties,  interests or obligations hereunder without
the written consent of the Company.

     8. ENTIRE  AGREEMENT.  This  Agreement  embodies the entire  agreement  and
understanding between the parties with respect to the subject matter hereof, and
supersedes all prior and contemporaneous  agreements and understandings relating
to such subject matter, whether oral or written, including,  without limitation,
the Previous Agreements. The parties acknowledge and agree that neither has made
any representations  with respect to the subject matter of this Agreement except
as specifically set forth in this Agreement.

     9.  AMENDMENT.  This  Agreement  may not be  amended  except  by a  written
document executed by the parties.

     10.  SEVERABILITY.  If any  provision  of  this  Agreement  shall  be  held
unenforceable  as applied to any  circumstance,  the remainder of this Agreement
and  the  application  of  such  provision  to  other   circumstances  shall  be
interpreted so as best to affect the intent of the parties.  The parties further
agree to replace any such unenforceable  provision with an enforceable provision
(and to take such other action) which will achieve, to the extent possible,  the
purposes of the unenforceable provision.

     11.  GOVERNING LAW. This Agreement shall be governed by and construed under
the laws of the State of California.

     l2.  ARBITRATION.  Any dispute  arising  under the terms of this  Agreement
shall be submitted to binding arbitration under the Commercial Arbitration Rules
of the American  Arbitration  Association  (the  Rules').  Any hearing under the
Rules shall take place at Los Angeles, California, in accordance with Rule 11 of
the Rules.  The hearing shall be before one (1)  arbitrator  in accordance  with
Rule 17 of the Rules;  provided,  however,  that in the event of a claim made in
excess of One Hundred Thousand Dollars (S 100,000),  the hearing shall be before
three (3)  arbitrators,  in accordance with the Rules. The provisions of Section
1283.05 of the California Code of Civil Procedure are incorporated into and made
a part of this Agreement,  except that subparagraph (e) of Section 1283.05 shall
not apply. Depositions in any arbitration hereunder may be noticed in accordance
with the  California  Code of Civil  Procedure,  and  leave to do so need not be
requested by the arbitrator or arbitrators. Any award rendered by the arbitrator
pursuant to this Agreement and the Rules shall be enforced in the Superior Court
of the  County of Los  Angeles in and for the State of  California  as the court
having sole jurisdiction over the arbitration.

     13.  ATTORNEYS'  FEES.  In  any  arbitration  or  action  to  enforce  this
Agreement,   the  prevailing  party  shall  be  entitled  to  recover  from  the
non-prevailing  party  all  reasonable  costs,  including,  without  limitation,
attorneys' fees.

     l4.  ADDITIONAL  DOCUMENTS.  The parties  agree to execute such  additional
documents  and perform  such other acts as may be necessary  or  appropriate  to
achieve the purposes of this Agreement.

     15.  NON-WAIVER.  No waiver by a party of any failure by the other party to
keep any provision of this  Agreement  shall be deemed a waiver of any preceding
or succeeding breach of the same or any other provision.

     16. BINDING EFFECT. Subject to paragraph 7 above, this Agreement is binding
upon  and  shall  inure to the  benefit  of the  parties  and  their  respective
successors, assigns, heirs, and legal representatives.


                                       4
<PAGE>

     17. NOTICE.  Any notice or other  communication  given  hereunder  shall be
deemed sufficient if in writing and sent by registered or certified mail, return
receipt requested, addressed to the parties as indicated below:

                  If to the Company:

                           11661 San Vicente Boulevard, #404
                           Los Angeles, California 90049

                  If to Employee:

                           ll66l San Vicente Boulevard, #404
                           Los Angeles, California 90049

or to such other  address as the parties may  designate  in writing  pursuant to
this  paragraph.  Notice  shall  be  deemed  to have  been  given on the date of
mailing, except notices of change of address, which shall be deemed to have been
given when received.

     18.   COUNTERPARTS.   This  Agreement  may  be  executed  in  one  or  more
counterparts and/or by facsimile,  each of which shall be deemed an original but
all of which together shall  constitute one and the same  instrument.  Facsimile
signatures  shall be  accepted  by the  parties as valid and  binding in lieu of
original signatures; however, if facsimile signatures are presented by any party
in lieu of original signatures,  within two (2) business days after execution of
the Agreement such party shall also deliver to counsel for the other  party(ies)
an original signature signed by that party.

     19. W AIVER OF CONFLICT OF  INTEREST.  The  parties  acknowledge  that this
Agreement was  originally  prepared by the law firm of Herzog,  Fisher,  Flame &
Grayson  (the  Firm') at the  request of the  Company.  The Firm has not however
represented  either party in connection  with the terms  hereof.  In view of the
fact that the Firm  (and/or one or more of its  individual  members)  has in the
past  rendered  legal  services to and  represented  and will continue to render
legal services to, represent and/or be involved with the Company and/or Employee
in  connection  with the Company  and other  matters,  there is a potential  for
conflicts  of  interest.  The  parties  acknowledge  that they are aware of such
conflicts of interest and the potential adverse effects to them which may result
therefrom,  and,  notwithstanding same, hereby consent to the Firm's preparation
of this Agreement and waive any potential  conflicts of interest with respect to
or against  the Firm in  connection  therewith.  Further,  both the  Company and
Employee  acknowledge that all of the terms of this Agreement were negotiated by
the parties without the Firm's participation in same, both parties being advised
by the Firm that  independent  legal  advisors  should be consulted  relative to
same. In connection  with the foregoing,  the parties  acknowledge  that each of
them has had an  opportunity  to have this  Agreement  reviewed  by  independent
counsel,  and that each of the  parties  is aware of and  understands  the form,
content and legal  effect of this  Agreement  and their  rights and  obligations
hereunder .

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

               The Company:                GRILL CONCEPTS, INC.,
                                           a Delaware corporation


                                           By: /s/
                                              -----------------------------
                                           Its: Chairman


               Employee:                      /s/
                                             ------------------------------
                                              Robert L. Spivak