AMENDMENT to
                   Hotel Restaurant Properties, Inc. Agreement


1.   Identification and Parties.

         This  Amendment  ("Amendment")  is entered  into this 27th day of July,
2001 by and among HOTEL RESTAURANT  PROPERTIES,  INC., a California  corporation
and HOTEL RESTAURANT PROPERTIES II, a California corporation (together "Owner"),
and GRILL CONCEPTS, INC., a Delaware corporation ("Manager").

2.   Recitals.

          2.1 Hotel Restaurant Properties,  Inc., a California corporation,  and
     Manager  entered into that certain  agreement  for the  management,  lease,
     and/or  licensing of Manager's  restaurants  within hotel  locations  dated
     August 27, 1998, as amended by a certain letter agreement incorrectly dated
     August 10, 1998, but entered into August 27, 1998,  and as further  amended
     by that certain letter  agreement  dated May 11, 1999 (together  herein the
     "Agreement").

         The parties desire to enter into this Amendment to add Hotel Restaurant
Properties II, Inc. as a party to the Agreement,  to add the Registration Rights
Agreement, and to modify certain terms of the Agreement due to the investment by
Starwood Hotels and Resorts Worldwide, Inc. ("Starwood") in Manager.

          2.2 All defined  terms  herein shall have the meaning set forth in the
     Agreement or this Amendment.

3.   Certain Definitions.

         The  following  terms as used in this  Amendment  have the  meaning set
forth below:

          3.1 Burbank Fees. Burbank Fees shall mean the sum of the Basic Fee and
     Incentive  Fee for any  calendar  year  (or if the  period  is less  than a
     calendar year, on a prorated basis) as defined within the Daily Grill Hotel
     Management  Agreement  between Hotel  Restaurant  Properties,  Inc. and SCH
     Burbank LLC dated May 13, 1998 ("Burbank Agreement").

          3.2 Georgetown  Fees.  Georgetown Fees shall mean the sum of the Basic
     Fee and  Incentive Fee for any calendar year (or if the period is less than
     a calendar  year,  on a prorated  basis) as defined  within the Daily Grill
     Restaurant Management Agreement between Hotel Restaurant  Properties,  Inc.
     and CapStar Georgetown Company, L.L.C. dated May 13, 1998.

          3.3 SJ Hilton Fees. SJ Hilton Fees shall mean the Management  Fees for
     any  calendar  year (or if the  period is less than a calendar  year,  on a
     prorated  basis) as defined  within the Daily Grill  Restaurant  Management
     Agreement between Manager and The Hilton Hotel dated February 20, 1998.
<PAGE>

          3.4 Development  Agreement.  The Development  Agreement shall mean the
     Development Agreement between Manager and Starwood, dated July ____, 2001.

          3.5 HRP  Maximum.  The HRP  Maximum  shall  mean an  amount  equal  to
     $400,000  plus (50% x 25% x  [Burbank  Fees +  Georgetown  Fees + SJ Hilton
     Fees]). The HRP Maximum shall not apply to any HRP revenue generated from a
     termination fee or similar payment  resulting from the early termination of
     any Managed Outlet agreement before its full term.

         For the  purpose of example  only,  if per  Section  8.3 of the Burbank
Agreement,  the Termination  Payment and other early  termination  payments were
equal to $500,000  ("Early  Termination  Income")  and HRP Income (as defined in
Section 3.11 below)  excluding  the Early  Termination  Income is $300,000,  HRP
would  receive a total of  $800,000  and would not be subject to the HRP Maximum
unless the HRP Income  excluding the Early  Termination  Income exceeded the HRP
Maximum.

          3.6 HRP Monthly Maximum.  The HRP Monthly Maximum shall mean an amount
     equal to $33,333  plus (50% x 25% x [Burbank  Fees +  Georgetown  Fees + SJ
     Hilton Fees]).  The HRP Monthly  Maximum shall not apply to any HRP revenue
     generated  from a termination  fee or similar  payment  resulting  from the
     early termination of any Managed Outlet agreement before its full term.

          3.7 AGP  Maximum.  The AGP  Maximum  shall  mean an  amount  equal  to
     [$400,000 plus (50% x 25% x Georgetown Fees)] times the Multiple.


(1)  in the case of an Owner Reorganization, the lesser of: (i) 87.5% multiplied
     by [the  Closing  Price of Manager's  Common  Stock  divided by "EBITDA per
     share"  (which  shall be  calculated  by  Manager in  accordance  with past
     accounting and financial reporting practices)] or (ii) ten (10); or

(2)  in the other cases shall mean ten (10).

     The  reference  to "cash  flow per  share" in  Section  10.1(c)(ii)  of the
     Agreement shall be replaced with "EBITDA per share" as defined above.

          3.9 HRP I  Managed  Outlets.  HRP I  Managed  Outlets  shall  mean the
     following  Managed  Outlets:  the  Burbank  Hilton,  San Jose  Hilton,  and
     Georgetown Inn.

          3.10 HRP II Managed  Outlets.  HRP II Managed  Outlets  shall mean all
     Managed Outlets other than the HRP I Managed Outlets.

          3.11 HRP Income. Per the terms of the Agreement, HRP Income shall mean
     Net Income After Manager Loan Payback after maintaining reasonable reserves
     multiplied by 25%.
<PAGE>

          3.12  Encumbered  Outlet.  For  the  purpose  of  this  Amendment,  an
     Encumbered  Outlet shall mean any Managed  Outlet with a principle  balance
     outstanding  on a Manager  Loan and/or a Third  Party Loan  related to such
     Outlet.

          3.13 Owner Included  Outlets.  Owner  Included  Outlets shall mean all
     Managed Outlets excluding all Encumbered Outlets.

          3.14 Owner's Share.  Owner's Share shall mean the Operating Income (as
     defined  within  Section 3.12 of the  Agreement)  multiplied by 25% for all
     Owner Included Outlets.

4.   Hotel Restaurant Properties II, Inc.

     By  their  execution  hereof  Hotel  Restaurant  Properties,   Inc.,  Hotel
Restaurant  Properties  II, Inc. and Manager  hereby amend the  Agreement to add
Hotel  Restaurant  Properties  II,  Inc.  as a party to the  Agreement  and this
Amendment. Although Hotel Restaurant Properties, Inc. will own the HRP I Managed
Outlets and Hotel  Restaurant  Properties  II, Inc.  will own the HRP II Managed
Outlets, for purposes of this agreement,  Hotel Restaurant Properties,  Inc. and
Hotel  Restaurant  Properties II, Inc.  shall be treated as one entity,  and the
terms of this  Amendment  and the  Agreement  apply as if they were one  entity.
Notwithstanding  the  foregoing,  Manager  shall  be  entitled  to  treat  Hotel
Restaurant  Properties,  Inc.  as the  sole  "Owner"  for  all  purposes  of the
Agreement and this Amendment,  including,  without  limitation,  for purposes of
making any payments,  issuing stock certificates and delivering notices required
pursuant to the terms of the Agreement and this Amendment.  Manager shall not be
responsible for the allocation, as between Hotel Restaurant Properties, Inc. and
Hotel Restaurant  Properties II, Inc., of any amounts payable or shares issuable
to the Owner hereunder or under the Agreement.

5.   License Agreements.

         In  recognition  of the  parties'  intent that the  Agreement  apply to
license  agreements  in addition  to leases and  management  agreements  between
Manager and hotels or other  approved  locations that Manager and Owner agree to
enter into pursuant to the Agreement, all references throughout the Agreement to
"lease or manage"  and "lease or  management"  shall be amended to read  "lease,
license or manage" and "lease, license or management",  respectively.  By way of
example, and without limitation,  references to "lease or manage" in Section 3.3
and to "lease or  management"  in Sections  3.7,  4.1,  6.1, 8.1 and 11 shall be
amended as provided in the preceding sentence.  The phrase "expenditure required
by the  agreement" in the first sentence of Section 3.7 shall be amended to read
"expenditure required to be made under the relevant lease, license or management
agreement".

6.   Starwood Amendments.

     6.1 The amendments in this Section 6 shall be in force and effective at all
times during the period  commencing on the date of this  Amendment and ending on
the date as of which  Manager's  exclusivity  obligations  in  Section  3 of the
Development  Agreement  expire;  provided that if such  exclusivity  obligations
remain in force and effective for a period of five (5)  consecutive  years after
the date hereof, then the amendments in this Section 6 shall remain in force and
effective  until such time as the  Agreement  (as it may be amended from time to
time) expires or is terminated pursuant to its terms.
<PAGE>

          6.2  Section  3.12 of the  Agreement  is hereby  amended by adding the
     following at the end thereof:

         For purposes of any license  agreement  or  management  agreement  with
Starwood,  the  parties  acknowledge  and agree  that  Owner  shall not make any
distributions  prior to  payment to Manager  of the  Incentive  Fee,  other than
payment of the Base  Overhead  Fee to Manager  (as  amended in the May 11,  1999
letter  to be  $20,000  annually  per site)  and any  Owner  Operating  Expenses
reimbursed to Owner.

          6.3 Section  5.1 of the  Agreement  is hereby  amended by adding a new
     lead-in sentence thereto that reads as follows:

         Manager's  duties as  specified  in this Section 5 are subject in their
entirety  to  negotiation  on a  site-by-site  basis  and  to the  terms  of any
definitive lease,  license or management  agreement entered into by Manager with
respect to any Managed Outlet.

          6.4 Section 9.2 of the  Agreement  is hereby  amended by adding at the
     end thereof the following:

         Notwithstanding  the foregoing,  for the purpose of determining Owner's
and Manager's distributions,  in any month: (a) if the Owner's Share, as defined
above, is greater than the HRP Monthly Maximum, then the following distributions
shall be made:

(i)  Owner shall receive the HRP Monthly Maximum ("Owner Monthly Payment"); and

(ii) Manager  shall  receive  Manager's  Incentive  Fee with regard to the Owner
     Included Outlets plus the Owner's Share less the HRP Monthly Maximum; and

(iii)Manager shall also receive 100% of the Operating  Income (as defined within
     Section 3.12 of the Agreement) with regard to the Encumbered  Outlets.  All
     distributions of Operating Income to the Manager from any Encumbered Outlet
     shall first be applied to the  reduction  of the Manager  Loan and/or Third
     Party Loan principal  balance  outstanding  with regard to such  Encumbered
     Outlet(s); and

     (b) if the Owner's Share,  as defined  above,  is less than the HRP Monthly
Maximum, then the following distributions shall be made:

     (i)  Manager  shall  receive  75%,  and Owner  shall  receive  25%,  of the
          Operating Income with regard to the Owner Included Outlets; and
<PAGE>


     (ii) Manager shall receive 100% of the Operating  Income with regard to the
          Encumbered Outlets; provided that if all Manager Loans and Third Party
          Loans  related to any such  Encumbered  Outlet are fully repaid during
          any monthly  period,  then Manager  shall receive 75%, and Owner shall
          receive 25%, of the Operating Income received  thereafter  during such
          monthly  period with regard to such  Encumbered  Outlet  until the HRP
          Maximum is paid to Owner.

         At the end of any calendar  year, if the Owner's Share  calculated  for
the calendar year is greater than the sum of the Owner Monthly  Payments paid to
Owner  during  the  calendar  year  ("Owner  Annual  Payments"),  the  Manager's
Incentive Fee for current and future months shall be reduced (without repayment)
until Owner  receives an amount  equal to the lesser of (i) the HRP Maximum less
the Owner  Annual  Payments,  and (ii) the Owner's  Share less the Owner  Annual
Payments.

         For the purpose of example only, if for a given calendar year,  each of
the following  assumptions  were true:  the actual Owner Annual  Payments  equal
$350,000,  the  calculated  Owner's  Share for all  Owner  Included  Outlets  is
$500,000, and the HRP Maximum is $450,000; then the Owner would be entitled to a
"catch-up"  payment  equal to the lesser of: (i) $450,000  (HRP  Maximum)  minus
$350,000  (Owner  Annual  Payments),  and (ii)  $500,000  (Owner's  Share) minus
$350,000 (Owner Annual Payments). Based on this example, the Manager's Incentive
Fee would be reduced (without repayment) for current and future months until the
Owner receives $100,000 from the reduced Manager Incentive Fee.

     6.5 Section  l0.l(b)(i)  is hereby  amended by deleting the formula for AGP
set forth therein and replacing it with the following:

     AGP  equals  25% x [(OI x  Multiple)  minus L],  except  that AGP shall not
exceed the AGP Maximum.  The balance of Section  10.1(b)(i) shall remain in full
force and effect.

     6.6 Section  10.l(h)(iii)  is hereby amended by adding the word  "bonafide"
prior to "liabilities"  and by adding the words "incurred by Owner in performing
its obligations under this Agreement" after "Owner".

     6.7 Section  10.2(a) of the  Agreement  is hereby  amended by deleting  the
reference  to "If at any time  during  the term of this  Agreement  a Change  in
Control of Manager (as  hereinafter  defined in this Article 10) is contemplated
or occurs" and replacing it with the following:

     Upon a Change in Control of Manager (as hereinafter defined in this Article
10)

     6.8 Section 10.2(b)(i) of the Agreement is hereby amended by deleting it in
its entirety and replacing it with the following:

     the acquisition by any  individual,  entity or group (within the meaning of
     Section  13(d)(3) or 14(d)(2) of the  Securities  Exchange Act of 1934,  as
     amended  (the  "Exchange  Act")) (a  "Person"),  other than Robert  Spivak,
     Michael  Weinstock,  Richard  Shapiro and Lewis Wolff (and his  affiliates,
     including  Keith  Wolff and the  Wolff  Revocable  Trust of 1993)  (whether
     individually or as a group) of beneficial  ownership (within the meaning of
     Rule 13d-3 promulgated under the Exchange Act) of not less than twenty-five
     percent (25%) (or, if the acquiror is Starwood, 35%) of either (A) the then
     outstanding  shares of common  stock of Manager (the  "Outstanding  Manager
     Common  Stock") or (B) the combined  voting  power of the then  outstanding
     voting  securities of Manager entitled to vote generally in the election of
     directors (the "Outstanding Manager Voting Securities"); provided, however,
     that for purposes of this clause (i), the following  acquisition  shall not
     constitute a Change in Control: any acquisition by any corporation pursuant
     to a transaction which complies with clauses (A) and (B) of clause (iii) of
     this Section 10.2(b); or

     6.9 Section 10.4 of the  Agreement  is hereby  amended by adding at the end
thereof the following:

         The Agreed  Purchase  Price under  Section  10.4(ii)  of the  Agreement
shall, under no circumstance, be greater than Four Million Five Hundred Thousand
Dollars ($4,500,000).

         6.10 For the  purposes of  determining  Operating  Income and any other
determination  relating to accounting or allocation  matters required to be made
under the  Agreement,  all  Manager  Loans  and/or  Third  Party  Loans shall be
allocated to the Managed Outlet for which they are incurred.

         7.       Registration Rights Agreement.

         The Registration Rights Agreement referred to in Section 10.3(c) of the
Agreement is attached hereto as Exhibit A.

         8.       No Other Amendments.

         Except as set forth  herein,  the  Agreement  remains in full force and
effect.

         9.       Miscellaneous.

         The provisions of Sections 13.2,  13.4, 13.7 through 13.12 and 13.14 of
the  Agreement  are  incorporated  herein by  reference  and made a part  hereof
mutatis mutandis.
<PAGE>

         In witness  whereof the parties  hereto have executed this Amendment as
of the date first above written.

                                     "OWNER"

                                        HOTEL RESTAURANT PROPERTIES, INC.,
                                        a California corporation
                                        By: ___________________________
                                        Keith M. Wolff
                                        Its:     President


                                     "OWNER"

                                        HOTEL RESTAURANT PROPERTIES, INC.,
                                        a California corporation

                                        By: ___________________________
                                        Adam R. Keller
                                        Its:     Secretary


                                     "OWNER"

                                         HOTEL RESTAURANT PROPERTIES II, INC.,
                                         a California corporation

                                         By: ___________________________
                                         Keith M. Wolff
                                         Its:     President


                                    "MANAGER"

                                         GRILL CONCEPTS, INC.,
                                         a Delaware corporation


                                         By: ___________________________
                                             Bob Spivak
                                         Its:     President