PROMISSORY NOTE


$200,000                    Los Angeles, California                       , 2000
                                                            --------------

     For value received, the undersigned maker, Grill Concepts, Inc., a Delaware
Corporation  ("Maker")  promises  to pay to  STEPHEN  ROSS AND  GARY  PATRUSZKA,
Co-Trustees  of the  MAZEL  TRUST  under  Agreement  dated  June 1, 1994 , whose
address is 5036 Veloz Street,  Tarzana,  CA 91356 (the AHolder@),  the principal
sum of Two  Hundred  Thousand  Dollars  ($200,000)  with  interest on the unpaid
principal  balance from time to time outstanding from date hereof at the rate of
nine percent (9%) per annum, payable as follows:

     This Note shall be payable in  forty-eight  (48) fully  amortizing  monthly
payments  as  set  forth  on  attached  Schedule  I,  (the  APayment  Schedule@)
incorporated  herein by  reference,  provided  such  Payment  Schedule  shall be
adjusted for prepayments  made, if any. Any prepayments  under the Note shall be
first credited to the last remaining payments due under the Payment Schedule.

     Maker,  at any time or from time to time may prepay  principal on this Note
in whole or in part. Such payments may be made without penalty or bonus.

     Each  payment  hereunder  shall be  credited  first to  accrued  and unpaid
interest, and second, the balance, if any, to principal. Interest shall cease on
principal so credited.

     The  occurrence of any of the following  events shall  constitute a Default
under this Note:

     a.   The  failure of Maker to pay any  installment  due on this Note within
          ten (10) days after such payment is due.

     b.   The  failure  of Maker to cure any  material  breach of (i) any of its
          non-monetary covenants made under this Note; (ii) any of its covenants
          under the  Letter  Agreement  between  Maker and  Holder of even date;
          and/or  (iii) any of its covenants  under Warrant No. 1 and/or Warrant
          No. 2 from  Maker in favor of Holder  as  referred  to in said  Letter
          Agreement (a AMaterial  Breach@) and such  Material  Breach  continues
          uncured  for a period of  thirty  (30) days  following  prior  written
          notice of such Material Breach from Holder to Maker,  provided that if
          such  Material  Breach  cannot,  by its nature,  be cured  within such
          thirty (30) day period,  a Default  shall not be deemed to occur if an
          so long as the Maker  promptly  commences and  diligently  pursues the
          curing of such Material Breach.

     c.   The filing by Maker of a petition  commencing  a voluntary  case under
          the federal  bankruptcy  laws, or commencing any proceeding  under any
          other  federal  or  state  bankruptcy,   insolvency,   reorganization,
          readjustment  of debt,  dissolution  of  liquidation  law or  statute,
          whether  now or  hereafter  in  effect;  or the  filing  by Maker of a
          petition  with  or  application  to any  court  or  tribunal  for  the
          appointment of a custodian, receiver,  liquidator,  assignee, trustee,
          sequestrator,  or other similar person for it or any substantial  part
          of its assets; or the making of a general  assignment by Maker for the
          benefit of creditors;  or the entry of a decree or order for relief by
          a court having  jurisdiction in the premises in respect of Maker in an
          involuntary  case  under  the  federal  bankruptcy  laws or any  other
          federal or state bankruptcy, insolvency, reorganization,  arrangement,
          readjustment of debt, dissolution or liquidation law or statute of any
          jurisdiction,  whether now or hereafter in effect, which order remains
          unstayed and in effect for sixty (60) consecutive days or more; or the
          entry of a decree or order for relief by a court  having  jurisdiction
          in  the  premises   appointing  a  receiver,   liquidator,   assignee,
          custodian,  trustee, sequestrator or other similar person for Maker or
          for any  substantial  part  of  Maker=s  assets  which  order  remains
          unstayed and in effect for sixty (60) consecutive days or more; or the
          taking of or failing to take any act which  indicates  Maker=s consent
          to,  approval of or  acquiescence  in any such petition,  application,
          proceeding or order.
<PAGE>

     Upon the occurrence of a Default,  as defined above,  Holder shall have, at
it option,  in addition to all other rights and remedies  available to Holder at
law or in equity, the right without further notice or demand, which Maker hereby
expressly  waives,  to declare the unpaid  principal  and all  accrued  interest
thereon  immediately  due and  payable  and to  exercise  any other  rights  and
remedies that Holder may have.

     Failure to exercise the  foregoing  option on the  happening of one or more
events of Default  shall not  constitute a waiver of the right to exercise  such
option at any subsequent time in respect of the same event or any other event of
Default.  The acceptance by Holder of any payment  hereunder  which is less than
the payment in full of all  amounts due and payable at the time of such  payment
shall not  constitute  a waiver  by  Holder  of any  right to  declare a Default
hereunder or to pursue any remedy available at law or in equity.

     The undersigned Maker hereby (i) waives diligence, presentment, protest and
demand and also all notices of any kind, including,  without limitation,  notice
of protest,  demand,  nonpayment  and dishonor of this Note;  and (ii) expressly
agrees that, without in any way affecting the liability of Maker hereunder,  the
Holder hereof may extend the time for payment of any sum due hereunder.

     The   provisions   of  this  Note  shall   inure  to  the  benefit  of  the
successors-in-interest,  administrators  and  assigns of the  holder  hereof and
shall    be    binding    upon    the    heirs,    executors,    administrators,
successors-in-interest and assigns of Maker.

     If any Default  occurs  hereunder,  the  undersigned  Maker promises to pay
attorneys=  fees,  incurred  by  the  Holder  hereof  in  filing  a  lawsuit  or
arbitration  proceedings,  and  whether  or not  such  lawsuit,  or  arbitration
proceedings, if filed, is prosecuted to judgment.

     All notices and other communications hereunder shall be given as follows:
<PAGE>

         To Maker:                  Grill Concepts, Inc.
                                    11661 San Vicente Boulevard, Suite 404
                                    Los Angeles, CA  90049
                                    Attention:  Robert Spivak, President
                                    Fax No.   310 820 6530

         With a copy to:            Michael A. Grayson, Esq.
                                    Herzog, Fisher, Grayson & Wolfe
                                    9460 Wilshire Boulevard, 5th Floor
                                    Beverly Hills, CA  90212

All such notices and communications  shall be deemed to have been given and made
upon the date of delivery  (if  delivered  personally)  or if mailed and sent by
registered or certified  mail,  return receipt  requested,  postage  prepaid and
addressed  as  specified  in this  paragraph,  on the third  business  day after
deposit in a regularly  maintained  receptacle  for the deposit of United States
mail. Any party may change its address by written notice in accordance with this
paragraph.

     The terms and provisions of this Note shall be construed and enforced under
the laws of the State of  California.  If any term or  provision of this Note or
any  application  of  such  provision  is  determined  by a court  of  competent
jurisdiction to be illegal,  invalid or unenforceable for any reason whatsoever,
such illegality,  invalidity or unenforceability shall not affect the balance of
the terms and provisions of this Note,  which terms and provisions  shall remain
in full force and effect,  to the fullest extent possible.  Maker=s  obligations
under  this Note may only be  altered  or  terminated  by a  written  instrument
executed by Maker and the Holder of this Note.

     In the event that any  principal  and/or  interest  hereunder  shall remain
unpaid (the ALate  Payment@) for more than ten (10) days following the date such
payment is due,  then the amount of such Late Payment shall bear interest at the
rate of twelve  percent  (12%)  per  annum,  calculated  from the date such Late
Payment was due until said Late  Payment  and all  interest  accrued  thereon is
paid.

     The remedies of Holder under or by virtue of this Note shall be  cumulative
and  non-exclusive,  and may be exercised  concurrently or  consecutively at the
option of Holder.  No single or partial  exercise of any power granted to Holder
under this Note shall  preclude  any other or  further  exercise  thereof or the
exercise  of any  other  power.  No delay or  omission  on the part of Holder in
exercising  any right under this Note shall operate as a waiver of such right or
of any other right.

     No  provision  of this Note shall be deemed to  establish  or  require  the
payment  of  interest  at a rate in  excess of the  maximum  rate  permitted  by
applicable  law.  If the rate of  interest  required  to be paid under this Note
exceeds the maximum rate permitted by applicable law, any amounts paid in excess
of such  maximum  shall be  applied  to  reduce  the  unpaid  principal  balance
hereunder and the rate of interest  required  hereunder  shall be  automatically
reduced to the maximum rate permitted by applicable law.
<PAGE>

     Holder shall not have the right, without consent of Maker, to sell, assign,
pledge, hypothecate, transfer, negotiate or grant participations in any part of,
or any interest in, Holder=s rights, benefits and/or obligations under this Note
and any such action shall be void.

     All amounts payable hereunder shall be denominated and paid in U.S. dollars
and made in any coin and currency of the United  States of America  which on the
date of payment is legal tender for the payment of public and private debts.

                               "MAKER"

                               GRILL CONCEPTS, INC., a Delaware corporation

                               By:

                               Its:



ACKNOWLEDGED AND AGREED TO EFFECTIVE THIS 11th DAY OF JULY, 2000:

                              "HOLDER"

                              MAZEL TRUST Under Agreement Dated June 1, 1994

                              By:
                                  -------------------------------------------
                                   Stephen Ross, Co-Trustee

                              By:
                                  -------------------------------------------
                                   Gary Patruszka, Co-Trustee