THIS WARRANT AND THE SHARES OF COMMON STOCK OF GRILL CONCEPTS, INC. TO BE ISSUED
UPON ANY  EXERCISE  OF THE  WARRANT  HAVE NOT BEEN  REGISTERED  UNDER THE UNITED
STATES  SECURITIES  ACT OF 1933,  AS AMENDED (THE  "SECURITIES  ACT"),  AND THIS
WARRANT AND THE UNDERLYING  SHARES OF COMMON STOCK MAY NOT BE SOLD,  TRANSFERRED
OR ASSIGNED UNLESS REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM SUCH
REGISTRATION IS AVAILABLE.

THIS WARRANT IS SUBJECT TO CANCELLATION IF ANY COMMON SHARES OR SHARES OF COMMON
STOCK ISSUABLE UPON  CONVERSION OF THE SERIES I CONVERTIBLE  PREFERRED  STOCK OF
GRILL CONCEPTS,  INC. SOLD IN CONJUNCTION  WITH THE ISSUANCE OF THIS WARRANT ARE
SOLD,  TRANSFERRED  OR ASSIGNED  (OTHER THAN AS  PERMITTED  BY SECTION 9 HEREOF)
PRIOR TO THE WARRANT VESTING DATE.

                                                                         W97-A 1
                                     WARRANT

                               to Purchase Shares

                                       of

                         Common Stock (.00001 par value)

                                       of

                              GRILL CONCEPTS, INC.

                                  June 20, 1997

         This certifies that, for value received,                              ,
("Wolff") and any  subsequent  transferee  pursuant to the terms hereof (each, a
"Holder"),  is entitled to purchase,  subject to the provisions of this Warrant,
from Grill Concepts, Inc., a Delaware corporation (the "Issuer"), at any time or
from time to time on or after June 20, 2000 (subject to  adjustment  pursuant to
Section  5(d))(the  "Warrant  Vesting Date") and on or before June 20, 2002 (the
"Expiration  Date"),  Seven  Hundred  Fifty  Thousand  (750,000)  fully paid and
nonassessable shares of common stock, $.00001 par value (the "Common Stock"), of
the Issuer at an exercise price equal to $2.00 per share,  subject to adjustment
pursuant to the terms  hereunder (the  "Exercise  Price") (such shares of Common
Stock and other  securities  issued and issuable  upon exercise of this Warrant,
the "Warrant Shares").

     Section 1. Exercise of Warrant.

          (a) Subject to the provisions  hereof,  this Warrant may be exercised,
     in whole or in part, but not as to a fractional  share, at any time or from
     time to time on or after the  Warrant  Vesting  Date and on or  before  the
     Expiration  Date, by presentation and surrender hereof to the Issuer at the
     address which, in accordance  with the provisions of Section 10 hereof,  is
     then  effective  for notices to the Issuer,  with the  Election to Purchase
     Form annexed  hereto as Schedule  One,  duly  executed and  accompanied  by
     payment to the Issuer as further set forth below in this Section 1, for the



                                       1
<PAGE>
     account  of the  Issuer,  of the  Exercise  Price for the number of Warrant
     Shares  specified in such form. If this Warrant should be exercised in part
     only, the Issuer shall, upon surrender of this Warrant, execute and deliver
     a new Warrant  evidencing  the rights of the Holder  hereof to purchase the
     balance of the  Warrant  Shares  purchasable  hereunder.  The Issuer  shall
     maintain at its principal place of business a register for the registration
     of this Warrant and  registration of transfer of the Warrant.  The Exercise
     Price  for the  number of  Warrant  Shares  specified  in the  Election  to
     Purchase Form shall be payable (i) in United States Dollars by certified or
     official  bank check payable to the order of the Issuer or by wire transfer
     of immediately  available  funds to an account  specified by the Issuer for
     that  purpose;  or (ii) if  permitted by the Issuer as evidenced by written
     notice to such effect, by means of a "cashless  exercise." In the event the
     Issuer  permits  "cashless  exercise," the Holder may deliver in payment of
     the Exercise  Price (x)  certificates  representing  shares of Common Stock
     theretofore  owned by the Holder  having a fair  market  value equal to the
     Exercise  Price;  (y) an election by the Holder to have the Issuer withhold
     the  number  of shares of Common  Stock  the fair  market  value,  less the
     Exercise  Price,  of which is equal to the aggregate  Exercise Price of the
     Warrant  Shares  specified  in the  Election to Purchase  Form,  or (z) any
     combination of the preceding and cash, equal in value to the full amount of
     the Exercise Price. For purposes hereof,  the "fair market value" of shares
     of Common Stock shall equal the closing sales price of the Issuer's  Common
     Stock on the last trading day  immediately  preceding the date on which the
     Election to Purchase Form is delivered to the Issuer along with the Warrant
     and payment of the Exercise Price.

          (b) Certificates  representing Warrant Shares shall bear the following
     restrictive legend:

          THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
          UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED.  THE SHARES HAVE BEEN
          ACQUIRED FOR INVESTMENT  AND MAY NOT BE SOLD,  TRANSFERRED OR ASSIGNED
          IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION STATEMENT FOR THESE
          SHARES UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR AN OPINION OF
          COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

     Section 2.  Reservation of Shares;  Preservation  of Rights of Holder.  The
Issuer hereby agrees that there shall be reserved for issuance  and/or  delivery
upon  exercise  of this  Warrant,  such  number  of  Warrant  Shares as shall be
required for issuance or delivery  upon  exercise of this  Warrant.  The Warrant
surrendered upon exercise shall be canceled by the Issuer.  After the Expiration
Date no shares of Common  Stock  shall be subject to  reservation  in respect of
this Warrant.  The Issuer  further  agrees (i) that it will not, by amendment of
its Articles of Incorporation or through reorganization,  consolidation, merger,
dissolution or sale of assets,  or by any other  voluntary act, avoid or seek to
avoid the  observation or performance of any of the covenants,  stipulations  or



                                       2
<PAGE>
conditions to be observed or performed hereunder by the Issuer, (ii) promptly to
take all  action as may from  time to time be  required  in order to permit  the
Holder to exercise  this  Warrant and the Issuer duly and  effectively  to issue
shares of its Common  Stock or other  securities  as  provided  herein  upon the
exercise  hereof,  and (iii)  promptly  to take all action  required or provided
herein to protect the rights of the Holder granted  hereunder  against dilution.
Without  limiting the generality of the foregoing,  should the Warrant Shares at
any time  consist  in whole or in part of shares of capital  stock  having a par
value,  the Issuer  agrees  that before  taking any action  which would cause an
adjustment  of the  Exercise  Price so that the same would be less than the then
par value of such Warrant  Shares,  the Issuer shall take any  corporate  action
which may, in the opinion of its counsel,  be necessary in order that the Issuer
may validly and legally issue fully paid and nonassessable shares of such Common
Stock at the Exercise  Price as so adjusted.  The Issuer  further agrees that it
will not  establish  a par value for its  Common  Stock  while  this  Warrant is
outstanding in an amount greater than the Exercise Price.

     Section 3. Exchange, Transfer,  Assignment or Loss of Warrant. This Warrant
is not  transferable or assignable  except to members of the immediate family of
Lew Wolff,  including trusts and/or family  partnerships for the benefit of said
family members.  Any attempted  transfer of this Warrant,  the Warrant Shares or
any new Warrant not in accordance  with this Section shall be null and void, and
the Issuer shall not in any way be required to give effect to such transfer.  No
transfer of this Warrant shall be effective for any purpose  hereunder until (i)
written  notice of such  transfer and of the name and address of the  transferee
has been received by the Issuer,  and (ii) the transferee shall first agree in a
writing  deposited  with  the  Secretary  of the  Issuer  to be bound by all the
provisions of this Warrant.  Upon surrender of this Warrant to the Issuer by any
transferee  authorized under the provisions of this Section 3, the Issuer shall,
without charge, execute and deliver a new Warrant registered in the name of such
transferee at the address  specified by such transferee,  and this Warrant shall
promptly be canceled. The Issuer may deem and treat the registered holder of any
Warrant as the absolute owner thereof for all purposes, and the Issuer shall not
be  affected  by any notice to the  contrary.  Any  Warrant if  presented  by an
authorized  transferee,  may be  exercised  by  such  transferee  without  prior
delivery of a new Warrant issued in the name of the transferee.

     Upon receipt by the Issuer of evidence reasonably satisfactory to it of the
loss,  theft,  destruction  or mutilation  of this Warrant,  and (in the case of
loss, theft or destruction) of reasonably satisfactory indemnification, and upon
surrender  and  cancellation  of this  Warrant,  if  mutilated,  the Issuer will
execute and  deliver a new Warrant of like tenor and date.  Any such new Warrant
executed and delivered shall constitute a separate contractual obligation on the
part of the Issuer,  whether or not the  Warrant so lost,  stolen  destroyed  or
mutilated shall be at any time enforceable by anyone.



                                       3
<PAGE>
     Section 4. Rights of Holder.  Neither a Holder nor his transferee by devise
or the laws of  descent  and  distribution  or  otherwise  shall be, or have any
rights or privileges of, a shareholder of the Issuer with respect to any Warrant
Shares,  unless and until  certificates  representing  such Warrant Shares shall
have been issued and delivered thereto.

     Section 5.  Adjustments in Exercise Price and Warrant Shares.  The Exercise
Price and Warrant  Shares  shall be subject to  adjustment  from time to time as
provided in this Section 5.

          (a)  If  the  Issuer  is  recapitalized  through  the  subdivision  or
     combination  of its  outstanding  shares of Common  Stock  into a larger or
     smaller  number of shares,  the number of shares of Common  Stock for which
     this  Warrant may be exercised  shall be  increased  or reduced,  as of the
     record  date  for such  recapitalization,  in the  same  proportion  as the
     increase or decrease in the  outstanding  shares of Common  Stock,  and the
     Exercise  Price shall be adjusted so that the aggregate  amount payable for
     the purchase of all Warrant Shares issuable hereunder immediately after the
     record date for such  recapitalization  shall equal the aggregate amount so
     payable immediately before such record date.

          (b) If the  Issuer  declares a dividend  on Common  Stock,  or makes a
     distribution to holders of Common Stock,  and such dividend or distribution
     is  payable  or made in  Common  Stock or  securities  convertible  into or
     exchangeable  for  Common  Stock,  or rights to  purchase  Common  Stock or
     securities convertible into or exchangeable for Common Stock, the number of
     shares of Common  Stock for which this  Warrant may be  exercised  shall be
     increased,  as of the record date for  determining  which holders of Common
     Stock shall be  entitled  to receive  such  dividend  or  distribution,  in
     proportion to the increase in the number of outstanding  shares (and shares
     of Common Stock issuable upon conversion of all such securities convertible
     into  common  Stock)  of  Common  Stock as a  result  of such  dividend  or
     distribution,  and the  Exercise  Price  shall  be  adjusted  so  that  the
     aggregate  amount  payable  for  the  purchase  of all the  Warrant  Shares
     issuable  hereunder  immediately after the record date for such dividend or
     distribution shall equal the aggregate amount so payable immediately before
     such record date.

          (c) If the Issuer  declares a dividend on Common  Stock  (other than a
     dividend  covered by subsection (b) above) or distributes to holders of its
     Common Stock,  other than as part of its  dissolution or liquidation or the
     winding up of its affairs, any shares of its capital stock, any evidence of
     indebtedness or any cash or other of its assets (other than Common Stock or
     securities  convertible into or exchangeable for Common Stock),  the Holder
     shall receive notice of such event as set forth in Section 7 below.



                                       4
<PAGE>
          (d) In case of any  consolidation of the Issuer with, or merger of the
     Issuer into, any other corporation (other than a consolidation or merger in
     which  the  Issuer  is the  continuing  corporation  and in which no change
     occurs in its outstanding Common Stock), or in case of any sale or transfer
     of all or substantially  all of the assets of the Issuer, or in the case of
     any statutory  exchange of securities with another  corporation  (including
     any exchange  effected in connection  with a merger of a third  corporation
     into the Issuer,  except  where the Issuer is the  surviving  entity and no
     change occurs in its outstanding  Common Stock),  the corporation formed by
     such  consolidation  or the  corporation  resulting from such merger or the
     corporation  which shall have  acquired  such assets or  securities  of the
     Issuer,  as the  case may be,  shall  execute  and  deliver  to the  Holder
     simultaneously therewith a new Warrant,  satisfactory in form and substance
     to the  Holder,  together  with such  other  documents  as the  Holder  may
     reasonably  request,  entitling the Holder thereof to receive upon exercise
     of such Warrant the kind and amount of shares of stock and other securities
     and property receivable upon such consolidation, merger, sale, transfer, or
     exchange of  securities,  or upon the  dissolution  following  such sale or
     other  transfer,  by a holder of the  number  of  shares  of  Common  Stock
     purchasable  upon  exercise  of  this  Warrant  immediately  prior  to such
     consolidation,  merger, sale, transfer, or exchange. Such new Warrant shall
     contain the same basic other terms and conditions as this Warrant and shall
     provide for adjustments  which, for events subsequent to the effective date
     of  such  written  instrument,  shall  be as  nearly  equivalent  as may be
     practicable to the adjustments  provided for in this Section 5. If any such
     consolidation, merger, sale, transfer or exchange should occur prior to the
     Warrant  Vesting  Date,  the Warrant  Vesting Date shall be adjusted to the
     date  which  is  one  business  day  prior  to  the  closing  of  any  such
     consolidation,  merger, sale, transfer or exchange. The above provisions of
     this  paragraph (d) shall  similarly  apply to  successive  consolidations,
     mergers, exchanges, sales or other transfers covered hereby.

          (e) If the Issuer  shall,  at any time before the  expiration  of this
     Warrant dissolve,  liquidate or wind up its affairs, the Holder shall, upon
     exercise of this Warrant  have the right to receive,  in lieu of the shares
     of Common  Stock of the Issuer  that the Holder  otherwise  would have been
     entitled to receive,  the same kind and amount of assets as would have been
     issued,  distributed  or paid to the  Holder  upon  any  such  dissolution,
     liquidation  or winding up with  respect to such shares of Common  Stock of
     the  Issuer  had the  Holder  been the  holder of record of such  shares of
     Common  Stock  receivable  upon  exercise  of this  Warrant on the date for
     determining  those entitled to receive any such  distribution.  If any such
     dissolution,  liquidation or winding up results in any cash distribution in



                                       5
<PAGE>
     excess of the  Exercise  Price  provided by this  Warrant for the shares of
     Common Stock  receivable upon exercise of this Warrant,  the Holder may, at
     the Holder's  option,  exercise this Warrant  without making payment of the
     Exercise Price and, in such case, the Issuer shall,  upon  distribution  to
     the Holder,  consider the Exercise  Price to have been paid in full and, in
     making settlement to the Holder, shall obtain receipt of the Exercise Price
     by deducting an amount equal to the Exercise Price for the shares of Common
     Stock  receivable  upon exercise of this Warrant from the amount payable to
     the  Holder.   For  purposes  of  this  paragraph,   the  sale  of  all  or
     substantially  all of the  assets of the  Issuer  and  distribution  of the
     proceeds thereof to the Issuer's shareholders shall be deemed liquidation.

          (f) If an event  occurs  which is  similar  in  nature  to the  events
     described in this Section 5, but is not expressly covered hereby, the Board
     of  Directors  of the  Issuer  shall  make  or  arrange  for  an  equitable
     adjustment to the number of Warrant Shares and the Exercise Price.

          (g) The term "Common  Stock" shall mean the Common Stock,  $.00001 par
     value,  of the Issuer as the same  exists at the date of  issuance  of this
     Warrant or as such stock may be constituted from time to time,  except that
     for the purpose of this  Section 5, the term "Common  Stock" shall  include
     any stock of any class of the Issuer which has no  preference in respect of
     dividends  or  of  amounts  payable  in  the  event  of  any  voluntary  or
     involuntary liquidation,  dissolution or winding up of the Issuer and which
     is not subject to redemption by the Issuer.

          (h) The Issuer shall retain a firm of independent  public  accountants
     of recognized  standing (who may be any such firm regularly employed by the
     Issuer)  to make any  computation  required  under  this  Section  5, and a
     certificate  signed  by such  firm  shall  be  conclusive  evidence  of the
     correctness of any computation made under this Section 5.

          (i) Whenever the number of Warrant  Shares or the Exercise Price shall
     be adjusted as required  by the  provisions  of this  Section 5, the Issuer
     forthwith  shall  file in the  custody  of its  secretary  or an  assistant
     secretary,  at its principal  office,  and furnish to each Holder hereof, a
     certificate  prepared in accordance  with paragraph (h) above,  showing the
     adjusted  number of Warrant Shares and the Exercise Price and setting forth
     in reasonable detail the circumstances requiring the adjustments.

          (j) Notwithstanding any other provision, this Warrant shall be binding
     upon and inure to the benefit of any successors and assigns of the Issuer.

          (k) No  adjustment  in the  Exercise  Price  in  accordance  with  the
     provisions of this Section 5 need be made if such  adjustment  would amount
     to a change in such Exercise Price of less than $.01 provided however, that
     the amount by which any  adjustment is not made by reason of the provisions
     of this  paragraph  (k) shall be carried  forward and taken into account at
     the time of any subsequent adjustment in the Exercise Price.



                                       6
<PAGE>
          (l) If an  adjustment  is made under  this  Section 5 and the event to
     which the  adjustment  relates  does not  occur,  then any  adjustments  in
     accordance  with this Section 5 shall be readjusted  to the Exercise  Price
     and the number of Warrant  Shares  which would be in effect had the earlier
     adjustment not been made.

     Section 6. Taxes on Issue or  Transfer  of Common  Stock and  Warrant.  The
Issuer  shall pay any and all  documentary  stamp or similar  issue or  transfer
taxes  payable in respect of the issue or delivery of shares of Common  Stock or
other  securities  on the  exercise  of this  Warrant.  The Issuer  shall not be
required to pay any tax which may be payable in respect of any  transfer of this
Warrant or in respect of any  transfers  involved  in the issue or  delivery  of
shares or the  exercise of this  Warrant in a name other than that of the Holder
and the person requesting such transfer,  issue or delivery shall be responsible
for the  payment of any such tax (and the Issuer  shall not be required to issue
or deliver said shares until such tax has been paid or provided for).

     Section  7.  Notice  of  Adjustment.  So  long  as this  Warrant  shall  be
outstanding,  (a) if the Issuer shall  propose to pay any  dividends or make any
distribution  upon the Common Stock,  or (b) if the Issuer shall offer generally
to the holder of Common  Stock the right to  subscribe to or purchase any shares
of any class of Common Stock or securities  convertible into Common Stock or any
other  similar  rights,   or  (c)  if  there  shall  be  any  proposed   capital
reorganization  of the Issuer in which the Issuer is not the  surviving  entity,
recapitalization of the capital stock of the Issuer,  consolidation or merger of
the Issuer with or into another  corporation,  sale,  lease or other transfer of
all or substantially  all of the property and assets of the Issuer, or voluntary
or involuntary  dissolution,  liquidation or winding up of the Issuer, or (d) if
the  Issuer  shall  give  to its  stockholders  any  notices,  report  or  other
communication  respecting any  significant  or special action or event,  then in
such event, the Issuer shall give to the Holder,  at least ten days prior to the
relevant date described below (or such shorter period as is reasonably  possible
if ten days is not reasonably  possible),  a notice  containing a description of
the  proposed  action or event and stating the date or expected  date on which a
record of the  Issuer's  stockholders  is to be taken  for any of the  foregoing
purposes,   and  the  date  or  expected  date  on  which  any  such   dividend,
distribution,  subscription,  reclassification,  reorganization,  consolidation,
combination,   merger,  conveyance,   sale,  lease  or  transfer,   dissolution,
liquidation or winding up is to take place and the date or expected date, if any
is to be fixed,  as of which the  holders  of  Common  Stock of record  shall be
entitled  to  exchange  their  shares of Common  Stock for  securities  or other
property deliverable upon such event.



                                       7
<PAGE>
     Section 8. Registration Rights.

     a. Demand  Registration  Rights.  The Issuer  covenants and agrees with the
holders of  Warrants  or Warrant  Shares (the  "Registrable  Securities")  that,
subject to the availability of audited  financial  statements which would comply
with  Regulation S-X under the Securities Act and provided that the Holders have
not previously had the option of including all of the Registrable  Securities in
one or more  Piggyback  Registrations  pursuant to Section  8.b.,  upon  written
request of the then  Holder(s)  of at least a majority  of the  Warrants  or the
Registrable  Securities,  or both, made at any time within the period commencing
three years and ending five years  after the date  herein  first set forth,  the
Issuer will file as promptly as  practicable  and, in any event,  within 60 days
after receipt of such written  request,  at its expense  (other than the fees of
counsel  and  sales  commissions  for  such  Holders),  no  more  than  once,  a
post-effective amendment (the "Amendment") to a registration statement, or a new
registration  statement under the Securities Act,  registering or qualifying the
Registrable  Securities for sale.  Within fifteen (15) days after  receiving any
such  notice,  the  Issuer  shall  give  notice  to  the  other  Holders  of the
Registrable Securities, if any, advising that the Issuer is proceeding with such
Amendment  or  registration  statement  and  offering  to  include  therein  the
Registrable Securities of such Holders. The Issuer shall not be obligated to any
such other Holder  unless such other Holder shall accept such offer by notice in
writing to the Issuer within ten (10) days  thereafter.  The Issuer will use its
best  efforts,  through its  officers,  directors,  auditors  and counsel in all
matters  necessary  or  advisable,  to file and cause to become  effective  such
Amendment or registration  statement as promptly as practicable and for a period
of nine months thereafter to reflect in the Amendment or registration  statement
financial  statements  which are prepared in accordance with Section 10(a)(3) of
the Securities Act and any facts or events arising that, individually, or in the
aggregate, represent a fundamental and/or material change in the information set
forth in the  Amendment or  registration  statement to enable any Holders of the
Warrants to either sell such  Warrants or to  exercise  such  Warrants  and sell
Warrant Shares,  or to enable any holders of Warrant Shares to sell such Warrant
Shares,  during said  nine-month  period.  The Holders may sell the  Registrable
Securities   pursuant  to  the  Amendment  or  registration   statement  without
exercising the Warrants.  If any registration pursuant to this paragraph 8(a) is
an  underwritten  offering,  the  Holders  of  a  majority  of  the  Registrable
Securities to be included in such  registration  shall be entitled to select the
underwriter or managing  underwriter  (in the case of a syndicated  offering) of
such offering,  subject to the Issuer's approval which shall not be unreasonably
withheld.

     b. Piggyback  Registration Rights. The Issuer covenants and agrees with any
holder of the  Registrable  Securities  that if, at any time  within  the period
commencing  on the Warrant  Vesting Date and ending on the  Expiration  Date, it
proposes to file a registration statement with respect to any class of equity or
equity-related  security  (other  than in  connection  with an  offering  to the
Issuer's  employees  or in  connection  with an  acquisition,  merger or similar



                                       8
<PAGE>
transaction) under the Securities Act in a primary registration on behalf of the
Issuer  and/or  in a  secondary  registration  on  behalf  of  holders  of  such
securities and the registration  form to be used may be used for registration of
the Registrable  Securities,  the Issuer will give prompt written notice (which,
in the case of a  registration  statement  pursuant  to the  exercise  of demand
registration  rights shall be within ten (10)  business  days after the Issuer's
receipt of notice of such exercise and, in any event,  shall be at least 30 days
prior to such filing) to the holders of Registrable  Securities at the addresses
appearing on the records of the Issuer of its  intention to file a  registration
statement and will offer to include in such registration  statement all, but not
less than 20% of the Registrable  Securities,  subject to paragraphs i and ii of
this Section 8.b. such number of  Registrable  Securities  with respect to which
the Issuer has received written  requests for inclusion  therein within ten (10)
days  after the  giving of notice by the  Issuer.  All  registrations  requested
pursuant  to  this  Section   8.b.   are   referred  to  herein  as   "Piggyback
Registrations".  All Piggyback  Registrations pursuant to this Section 8 will be
made  solely at the  Issuer's  expense.  This  Section  is not  applicable  to a
registration  statement filed by the Issuer on Forms S-4 or S-8 or any successor
forms.

          i.  Priority on Primary  Registrations.  If a  Piggyback  Registration
     includes an underwritten  primary  registration on behalf of the Issuer and
     the underwriter(s)  for such offering  determines in good faith and advises
     the Issuer in writing that in its/their  opinion the number of  Registrable
     Securities requested to be included in such registration exceeds the number
     that can be sold in such offering without  materially  adversely  affecting
     the distribution of such securities by the Issuer,  the Issuer will include
     in such  registration (A) first, the securities that the Issuer proposes to
     sell and (B) second, the Registrable Securities requested to be included in
     such   registration,   apportioned  pro  rata  among  the  holders  of  the
     Registrable   Securities  and  holders  of  other   securities   requesting
     registration.

          ii. Priority on Secondary  Registrations.  If a Piggyback Registration
     consists  only of an  underwritten  secondary  registration  on  behalf  of
     holders  of  securities  of the  Issuer,  and the  underwriter(s)  for such
     offering advises the Issuer in writing that in its/their opinion the number
     of  Registrable  Securities  requested to be included in such  registration
     exceeds the number which can be sold in such  offering  without  materially
     adversely  affecting the distribution of such  securities,  the Issuer will
     include in such  registration  (A) first,  the  securities  requested to be
     included  therein by the  holders  requesting  such  registration,  and (B)
     second,  the  Registrable  Securities  requested  to be  included  in  such
     registration and securities of holder of other  securities  requested to be
     included in such registration statement, pro rata among all such holders on
     the basis of the number of shares  requested  to be  included  by each such
     holder, provided,  however, the Issuer will use its best efforts to include
     not less than 20% of the Registrable Securities.



                                       9
<PAGE>
     Notwithstanding  the foregoing,  if any such underwriter shall determine in
good  faith and  advise  the  Issuer in  writing  that the  distribution  of the
Registrable Securities requested to be included in the registration concurrently
with the securities being  registered by the Issuer would  materially  adversely
affect the  distribution of such  securities by the Issuer,  then the holders of
such Registrable  Securities shall delay their offering and sale for such period
ending  on the  earliest  of (1) 90 days  following  the  effective  date of the
Issuer's  registration  statement,  (2)  the day  upon  which  the  underwriting
syndicate, if any, for such offering shall have been disbanded or, (3) such date
as the Issuer,  managing underwriter and holders of Registrable Securities shall
otherwise  agree.  In the  event of such  delay,  the  Issuer  shall  file  such
supplements,  post-effective  amendments and take any such other steps as may be
necessary to permit such holders to make their proposed  offering and sale for a
period of 120 days immediately following the end of any such period of delay. If
any  party  disapproves  the  terms of any such  underwriting,  it may  elect to
withdraw  therefrom by written notice to the Issuer,  the  underwriter,  and the
holder.  Notwithstanding the foregoing, the Issuer shall not be required to file
a  registration  statement  to  include  shares  pursuant  to this  Section 8 if
independent counsel,  reasonably  satisfactory to the Issuer, renders an opinion
to the Issuer that the Registrable  Securities proposed to be disposed of may be
transferred  pursuant to the  provisions of Rule 144 under the Securities Act or
otherwise without registration under the Securities Act.

     c. Actions to be taken by the Issuer.  In connection with the  registration
of Registrable Securities hereunder,  the Issuer agrees to (i) bear the expenses
of any  registration;  provided,  however,  that in no event shall the Issuer be
obligated to pay (A) any fees and  disbursements  of special counsel for holders
of  Registrable  Securities,  (B) any  underwriters'  discount or  commission in
respect  of  such  Registrable  Securities,  and (C) any  stock  transfer  taxes
attributable  to the  sale of the  Registrable  Securities;  (ii)  use its  best
efforts to  register  or qualify the  Registrable  Securities  for offer or sale
under  state  securities  or Blue Sky laws of such  jurisdictions  in which such
holders shall reasonably request, provided, however, that no qualification shall
be required in any jurisdiction where, as a result thereof,  the Issuer would be
subject to service of general  process or to taxation  as a foreign  corporation
doing business in such  jurisdiction to which it is not then subject;  and (iii)
enter  into  a   cross-indemnity   agreement,   in  customary  form,  with  each
underwriter, if any, and each holder of securities included in such registration
statement.



                                       10
<PAGE>
     d. Action to be Taken by the Holders.  The Issuer's  obligations under this
Section 8 shall be  conditioned  upon a timely  receipt by the Issuer in writing
of: (i) information as to the terms of such public  offering  furnished by or on
behalf  of each  holder of  Registrable  Securities  intending  to make a public
offering  of  his,  her or its  Registrable  Securities,  and  (ii)  such  other
information  as the Issuer may  reasonably  require  from such  holders,  or any
underwriter for any of them, for inclusion in such registration statement.

     Section 9. Cancellation. Notwithstanding any other provision hereof, in the
event  that any  holder of (a)  Common  Shares  issues in  conjunction  with the
issuance of this Warrant, or (b) shares of Common Stock issuable upon conversion
of the Issuer's  Series I Convertible  Preferred  Stock,  shall sell,  assign or
transfer such shares of Common Stock,  other than  transfers or  assignments  to
members of the immediate family of Mr. Lew Wolff, including trusts and/or family
partnerships for the benefit of said family members, transfers or assignments to
executive  officers,  partners  and/or  principals  of Wolff  DiNapoli  LLC (the
referenced  family  members and  affiliates of Wolff DiNapoli are referred to as
"Permitted Transferees") or (c) transfers or assignments consented to in writing
by the Issuer,  on or before the Warrant Vesting Date, as adjusted in accordance
with Section 5(d), this Warrant shall be  automatically  canceled and all rights
of the Holder hereof shall terminate immediately.

     Section 10. Notices. All communications hereunder shall be in writing, and,
if sent to the Holder shall be sufficient in all respects if delivered,  sent by
registered mail, or by facsimile and confirmed to the Holder at:

     11828 La Grange Avenue
     LA  90025
     Attention:  L. Wolff
     Telephone:  310-4773593
     Fax:  310  4772522

or if to any other Holder,  addressed to such Holder at such address as it shall
have  specified  to the Issuer in writing,  or, if sent to the Issuer,  shall be
delivered,  sent by registered  mail or by facsimile and confirmed to the Issuer
at:

     Grill Concepts, Inc.
     11661 San Vicente Blvd.
     Suite 404
     Los Angeles, CA  90019
     Attention:  Michael Weinstock, Vice Chairman
     Telephone:  (310) 820-5559
     Facsimile:  (310) 820-6530



                                       11
<PAGE>
     Section  11.  Governing  Law.  This  Warrant  shall  be  governed  by,  and
interpreted in accordance with, the laws of the State of California.

     Dated: June 20, 1997


                                      GRILL CONCEPTS, INC.



                                      By:  /s/  Robert L. Spivak
                                         ---------------------------------------
                                      Name:  Robert L. Spival
                                      Title:  President


ATTEST:


/s/  Michael Weinstock
----------------------------------
Michael Weinstock, Secretary



                                       12
<PAGE>
                                                                    Schedule One


                              ELECTION TO PURCHASE


     The undersigned  hereby  irrevocably elects to exercise this Warrant and to
purchase shares of Grill Concepts,  Inc. Common Stock issuable upon the exercise
of this Warrant, and requests that certificates for such shares be issued in the
name of:


--------------------------------------------------------------------------------
                                     (Name)


--------------------------------------------------------------------------------
                                    (Address)


--------------------------------------------------------------------------------
                (United States Social Security or other taxpayer
                       identifying number, if applicable)

and, if different from above, be delivered to:


--------------------------------------------------------------------------------
                                     (Name)


--------------------------------------------------------------------------------
                                    (Address)

and,  if the number of Warrant  Shares so  purchased  are not all of the Warrant
Shares  issuable upon  exercise of this Warrant,  that a Warrant to purchase the
balance of such Warrant  Shares be  registered in the name of, and delivered to,
the undersigned at the address stated below.

Date:                          , 19
     --------------------------    -------

Name of Registered Owner:
                         -------------------------------------------------------


--------------------------------------------------------------------------------


Address:
        ------------------------------------------------------------------------


--------------------------------------------------------------------------------

Signature:
          ----------------------------------------------------------------------


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