LICENSE AGREEMENT


     This Agreement  dated as of April 1, 1998 is by and between Grill Concepts,
Inc. ("Licensor") of 11661 San Vicente Boulevard,  Los Angeles, CA 90049 and the
Airport Grill, LLC (the  "Operator")  with offices at 438 Main Street,  Buffalo,
New York 14202.

     WHEREAS,  Licensor  and CAl  formed an LLC  under  the name of the  Airport
Grill,  LLC on  February  15,  1995  and  executed  an  Operating  Agreement  in
connection therewith dated March 15, 1995;

     WHEREAS, under the terms of such Operating Agreement, the Operator operated
a full service restaurant in Thomas Bradley International Airport under the name
the "Airport  Grill" (the  "Restaurant)  using  proprietary  recipes,  logos and
systems developed by Licensor;

     WHEREAS,  Licensor  has  this  date  transferred  and  assigned  all of its
Membership and Economic Interest in the Operator to Air Terminal Services, Inc.,
a wholly owned subsidiary of CAl;

     WHEREAS,   Licensor  has  developed   and  continues  to  develop   certain
proprietary  recipes and food products  described on Exhibit A (the "Proprietary
Products");

     WHEREAS, in connection with the sale of such Proprietary Products, Licensor
has developed and owns certain designs,  logos,  names and trademarks (the "Name
and Marks"). See Exhibit B for description of the Name and Marks;

     WHEREAS, the Operator wishes to continue using certain Proprietary Products
and  Names  and  Marks of  Licensor  in  connection  with the  operation  of the
Restaurant, all as hereinafter described;

     WHEREAS, Licensor have agreed to permit such use.

     NOW  THEREFORE,  in  consideration  for the premises  hereto and the mutual
covenants and agreements hereinafter contained the parties agree as follows:
 
1.   Grant of Rights
     ---------------

     Licensor represents that it is the absolute owner of the Name and the Marks
as shown on Exhibit B. Licensor  hereby grants  Operator the exclusive  right to
use the Name and Marks in connection  with the  Restaurant in the Thomas Bradley
International  Airport (the "Airport") Licensor covenants not to license the use
of its Name and Marks to any third party for use at the Airport. Licensor agrees
to indemnify,  defend,  and hold Operator  harmless from and against any losses,
damages,  claims or costs (including attorney's fees incurred by Operator in its
enforcing this provision) for trademark or servicemark infringement commenced by
any third  party  against  Operator  with  respect to the use of its Name or the
Marks by Operator in accordance with this Agreement.  In the event that Operator
receives  notice of any  claims,  suit or demand  against  it on  account of any
alleged  infringement,  unfair competition or similar matter relating to its use
of its Name or the Marks in accordance with the terms of this License Agreement,
Operator shall promptly notify  Licensor of such event whereupon  Licensor shall
take all action  necessary  to protect  and defend  Operator  and hold  Operator
harmless as described above.

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<PAGE>

2.   Term
     -----

     This Agreement shall be in effect for a term coterminous with the term of a
certain  Concession  Agreement  by and  between CA I and the City of Los Angeles
dated March 24,  1995 which grants CAl and the LLC as CAl's subtenant, the right
to operate the  Restaurant  (the  "Contract")  and any  extension or novation of
same.

3.   Design Approval
     ---------------

     Licensor hereby approves the design of the Restaurant,  as constructed.  No
material changes will be made without Licensor's prior approval which shall not
be unreasonably withheld.

4.   Sale of Proprietary Products and Fees
     -------------------------------------

     4.1 In consideration for the foregoing Operator agrees to feature the Names
and Marks in the Restaurant and sell certain Proprietary Products throughout the
Term of this Agreement.

     4.2 In connection with the  preparation  and sale of Proprietary  Products,
Operator covenants to:
 
     (a)  strictly  abide by all recipe  formulations  related to such products,
          including  specifications  for  production,  cooking,  temperature and
          holding times;

     b)   insure that wholesome and  unadulterated  ingredients  are used in the
          production of the Proprietary  Products and that such ingredients meet
          the grade levels prescribed by Licensor in its recipes;

     (c)  maintain quality standards described in Licensor's Manuals,  copies of
          which have been  delivered  to and  received  by  Operator.  Means and
          methods of production shall be maintained using the existing system at
          the Airport Grill.

     (d)  to use proprietary ingredients purchased from approved suppliers where
          use of such items is specified by Licensor and to abide by established
          shelf life set for such items;

     (e)  to  use  approved  and/or  specified  packaging  for  the  Proprietary
          Products;

     (f)  obtain prior approval from Licensor for all uses of Licensor's Marks;


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<PAGE>
 
     (g)  use all reasonable  efforts to obtain  Department of Aviation  ("DOA")
          approval from time to time as necessary,  for recipe  alterations  and
          the sale of new Proprietary  Products that may be introduced elsewhere
          by  Licensor  with  the  understanding  that  no such  changes  may be
          implemented without the prior approval of DOA.

     4.3 Operator shall pay Licensor a royalty for the use of its Name and Marks
equal to 2 1/2% of the first $5MM in annual Gross  Revenues,  as defined  below,
derived from the sale of food and  beverages in the  Restaurant,  plus 4% of all
annual  Gross  Revenues  in  excess  of $5MM  derived  from the sale of food and
beverages in the Restaurant.  As used herein, Gross Revenues shall be defined in
accordance  with  Section  4.8 of the  Contract,  a copy of which is attached as
Exhibit C. Payment shall be made on a monthly basis,  with each such payment due
and payable on the 2Oth day of the following month.

     4.4  Licensor  shall have the right to audit (at its sole cost and expense)
all records  relating to  Operator's  Gross  Revenue at the  Restaurant  and the
calculation  of fees payable  hereunder for a period of one year  following each
payment period.

5. Methods and Standards of Operation
   ----------------------------------

     5.1  Maintenance  and  Repair.  Operator  shall at all times  maintain  the
Restaurant  in good  condition  and repair and shall be solely  responsible  for
maintenance, cleanliness, repair and replacement (where necessary to maintain it
in good operating condition),  and any liabilities arising therefrom,  including
but not  limited  to all  signs,  furniture,  fixture,  equipment  and any other
tangible property on and about the Restaurant.

     5.2 Compliance  with Laws.  Operator shall operate the Restaurant in strict
compliance with all applicable laws,  rules,  and  regulations,  of governmental
authorities,  including,  but not  limited  to, any and all  alcoholic  beverage
control laws and regulations.  Operator shall procure and continuously  maintain
thereafter all necessary  permits and licenses required for the operation of the
Restaurant.

     5.3  Inspection.   Upon  reasonable  advance  notice,  Licensor,  or  their
employees  may,  but shall not be  obligated  to inspect the  Restaurant  during
regular operating hours and interview Operator's managers at any reasonable time
to determine that the Restaurant is being operated in accordance  with the terms
of this Agreement and to ensure the  protection of the Names and Marks,  and the
goodwill associated therewith.

     5.4  Operator  acknowledges  that  changes  to the  menu  offerings  at the
Restaurant must be approved by Licensor in advance.
 
     5.5 Operator covenants that the Restaurant will be managed by a manager who
has been properly trained with respect to Licensor's  system and the preparation
and sale of the Proprietary  Products. At least one of Operator's managers shall
have  satisfactorily  completed  Licensor's formal training program at all times
thereafter during the term of this Agreement.


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<PAGE>

6.   Termination
     -----------

     6.1 In the  event  either  party  fails to  fulfill,  in any  material  and
substantial  respect,  its  obligations  hereunder  and such  failure  continues
unremedied  for  twenty  (20)  days  after  receipt  of  written  notice  of the
particular  failure  (except  where  such  failure or refusal is due to a "Force
Majeure" as described in Section 8 hereof),  the other party may terminate  this
Agreement by furnishing  the first party with written notice of its intent to do
so.

     6.2 If the particular  failure to perform  described  above cannot be cured
within the applicable curative periods provided above, the breaching party shall
have a reasonable time  thereafter in which to remedy the problem  provided that
it is diligently and continuously making any and all reasonable efforts required
to correct the problem.

     6.3 Upon termination of this Agreement, by lapse of time or otherwise,  all
matters,  rights and liabilities existing on the date of termination between the
parties hereto shall be determined by the parties hereto as of such  termination
date, and discharged as promptly as possible thereafter. No termination shall be
effective  until all  matters  rights and  liabilities  between  the parties are
resolved.

     6.4 Operator acknowledges that upon and after the expiration or termination
of this  Agreement, all rights  granted by Licensor  hereunder  shall  forthwith
revert to Licensor, and Operator will remove from its signage at the Airport any
reference to the Marks or the Name.
 
7.   Indemnification
     ---------------

     Each party (the "First  Party")  agrees to  indemnify,  defend and save and
hold  harmless  the other (the  "Second  Party")  from and against all suits and
claims  that  may be  based  on any  injury  or  alleged  injury  to any  person
(including death) or to the property of any person not a party hereto,  that may
arise,  or  that  may be  alleged  to  have  arisen  out of  the  negligence  or
intentional  action or  omission  of the First  Party or that of its  employees,
servants or agents.  In any such  event,  the First  Party,  at its own cost and
expense,  shall pay all reasonable  charges of attorneys and all costs and other
expenses  arising  therefrom  or  incurred  by the  Second  Party in  connection
therewith.  The foregoing indemnity shall not apply with respect to any injuries
which may be alleged to have arisen out of the negligence or intentional  action
of the First Party if and to the extent the same shall be ultimately  determined
to have arisen out of the  negligence or  intentional  action or omission of the
Second Party.

8.   Operator's Insurance
     --------------------

     8.1 Operator  shall  carry:  (a)  Worker's  Compensation  insurance in such
amount  as is  required  by the laws of the State of  California)  Comprehensive
general  liability  insurance  (commercial,  dram shop and automobile  liability
coverages)  with  limits of not less than  $1,000,000  covering  each person and
$5,000,000  covering each  occurrence and property damage  liability  insurance,
with limits of not less than $1,000,000  covering each occurrence and $3,000,000
in the aggregate  (with no exclusion for liability  assumed by contract) and (c)
blanket crime insurance  covering its employees in a minimum amount of $500,000.
Operator shall deliver to Licensor prior to commencing  operations hereunder and
then on or prior to, the  expiration  date of any then existing  policies in the
future during the Term hereof,  a certificate or  certificates  evidencing  that
such  insurance  coverages  are in effect for a period of not less than one year
from the date of such certificate. All policies shall contain a clause providing
in substance that such policies shall not be canceled or any material provisions
thereof amended  adversely to the Licensor unless it shall have been first given
at least  thirty (30) days  advance  notice of such  termination  or of any such
proposed  amendment.  Operator  shall  cause  the  Licensor  to be  named  as an
additional insured on its liability insurance policies for liability arising out
of Operator's  responsibilities under this Agreement,  including but not limited
to Section 7 above.


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<PAGE>

     8.2 All  such  policies  may be  provided  under  blanket  and/or  umbrella
policies carried by the Operator.

     8.3 The  insurance  required by Section 8.l shall be primary  insurance and
the  insurer  shall be  liable  for the full  amount of any loss up to the total
limit of  liability  required  without  the right of  contribution  of any other
insurance coverage held by the Licensor.

     8.4 This Section 8 is subject to all  limitations  identified in Section 7,
respecting  Indemnification.  Nothing in this  Section 8 shall be  construed  as
requiring  liability  coverage  and/or   indemnification  of  the  Licensor  for
Licensor's negligence or willful action or omission.

9.   Force Majeure
     -------------

     It is expressly  understood and agreed that failure or delay on the part of
either party hereto in the  performance  in whole,  or in part, of the terms and
conditions of this Agreement shall not constitute a breach hereof, nor a default
hereunder,  if such  failure  or delay  is  attributable  to acts of God,  fire,
floods, inevitable accident, or riots, insurrection,  public commotion, strikes
or labor disturbances,  embargo, emergency or governmental orders,  regulations,
actions,  priority or other  limitations or restrictions,  or unforeseen  causes
interfering   with   personnel,   sales,   source   of   supplies,   production,
transportation and delivery, or for any cause beyond the control of either party
("Forces Majeure").

10.  Consents and Approvals
     ----------------------

     Where  consent or approval of or  authorization  (the  "Consent")  from the
Licensor is required  hereunder,  such Consent  shall mean the Consent of a Vice
President  of Licensor.  Where  Consent of Operator is required  hereunder  such
Consent  shall mean that of the  President of a member of  Operator.  Each party
agrees that whenever prior Consent of a proposed action is required, it will not
unreasonably  withhold or delay such Consent.  Failure to provide an explanation
for  disapproval  shall be  considered  "unreasonable"  per se.  Each party also
agrees that if it fails to either  approve or  disapprove a request for a period
of ten days or longer,  the other party  shall have the right to  construe  such
silence as Consent.


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<PAGE>

11.  Arbitration
     -----------

     Except as  otherwise  therein  provided,  if any  controversy  should arise
between the parties in the  performance,  interpretation  or application of this
Agreement,  either may serve upon the other a written  notice  stating that such
party  desires  to  have  such  controversy  adjudicated  by a  board  of  three
arbitrators  and naming the person whom such party has  designated  to act as an
arbitrator.  Within  fifteen (15) days after  receipt of such notice,  the other
party shall  designate a person to act as arbitrator  and shall notify the party
requesting  arbitration  of such  designation  and the  name  of the  person  so
designated.  The two arbitrators designated as aforesaid shall promptly select a
third  arbitrator,  and if they are not able to agree on such third  arbitrator,
then either arbitrator, on five (5) days notice in writing to the other, or both
arbitrators  shall apply to  JAMS/ENDISPUTE  to designate and appoint such third
arbitrator  with same to be selected by the  "strike-off  method".  If the party
upon whom such written request for arbitration is served shall fail to designate
its arbitrator  within fifteen (15) days after receipt of such notice,  then the
arbitrator designated by the party requesting  arbitration shall act as the sole
arbitrator and shall be deemed to be the single, mutually approved arbitrator to
resolve  such  controversy.  The  decision  and  award  of  a  majority  of  the
arbitrators or of such sole arbitrator  shall be binding upon all parties hereto
and shall be enforceable in any court of competent  jurisdiction.  Such decision
and award may allocate the costs of such  arbitration to the parties  equally or
disproportionately  between  the  parties.  Any  arbitration  pursuant  to  this
paragraph shall take place in Los Angeles, Califorma.

     Notwithstanding  the  foregoing,  for all  disputes  in which the amount in
controversy is less than $250,000,  the parties agree that one arbitrator  shall
be chosen from a list provided by JAMS/ENDISPUTE, using the strike-off method.

     The  nonprevailing  party in any such action  agrees to pay the  prevailing
party's costs and reasonable  attorneys' fees incurred in connection  therewith.
Except as otherwise provided herein, any arbitration  pursuant to this Agreement
shall be in accordance with the rules and procedures of JAMS/ENDISPUTE.

12.  Assignment
     ----------

     This  Agreement  and all rights  hereunder  are  personal to  Licensor  and
Operator,  and neither  party shall,  without the prior  written  consent of the
other, assign,  mortgage,  sublicense,  or otherwise encumber this Agreement and
its rights  hereunder,  by operation of law or  otherwise.  Notwithstanding  the
foregoing,  Operator  shall have the  unilateral  right to assign its rights and
obligations  hereunder to CA One Services,  Inc.,  which such  assignment  being
effective upon delivery of notice of same.


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<PAGE>

13.  Notices
     -------

     Whenever  provision is made in this  Agreement  for the giving,  service or
delivery of any notice,  statement or other instrument,  such notice shall be in
writing and shall be deemed to have been duly given, served and delivered either
upon personal  delivery,  by  facsimile,  or, if mailed,  when deposited in the
United States mail, proper postage paid, registered or certified mail, addressed
to the party  entitled to receive the same at its address first set forth above,
or to such other mailing address as the parties may be written notice designate.

14.  Miscellaneous
     -------------

     14.1 Nothing  contained in this Agreement  shall be construed in any manner
whatsoever   to   constitute   or  appoint   Operator  as  the  agent  or  legal
representative  of  Licensor,  or to place the  parties in the  relationship  of
partners or joint  venturers.  Neither  party shall have any right or  authority
hereunder to obligate or bind the other in any manner whatsoever.

     14.2 The parties  agree to comply with all laws,  statutes  and  ordinances
relating  to the  operation  conducted  hereunder  and to each  party's  rights,
obligations  and duties  hereunder.  Each  party  agrees to  indemnify  and hold
harmless  the  other  party,  including  its  officers,  directors,  principals,
employees,  agents  and  successors,  from  and  against  any  and  all  claims,
liabilities,  losses,  damages,  costs,  expenses,  obligations or  deficiencies
arising  out of or by reason of such  party's  failure  to comply  with any such
laws.

     14.3 Subject to the provisions of Section 12 above, this Agreement shall be
binding  upon and  inure to the  benefit  of the  respective  parties  and their
successors, assigns and transferees.

     14.4 The invalidity or  unenforceability of any provision of this Agreement
shall not affect the validity or enforceability of any other provision.

     14.5 This Agreement  shall be construed in accordance  with and governed by
the laws of the State of California.

     14.6 This  Agreement  contains  the sole and entire  agreement  between the
parties with respect to the subject matter hereof,  and shall  supersede any and
all other  agreements  between  them.  The  parties  acknowledge  and agree that
neither of them has made any representations  with respect to the subject matter
of this Agreement,  or any  representation  including the execution and delivery
hereof,  except such  representations  as are specifically set forth herein, and
each of the  parties  acknowledges  that it has  relied on its own  judgment  in
entering into the same.

     14.7 No  waiver  or  modification  of this  Agreement  or of any  covenant,
condition,  or limitation  herein  contained  shall be valid unless the same is
made in  writing  and duly  executed  by the party to be  charged  therewith. No
evidence of any waiver or modification  shall be offered or received in evidence
in any proceeding, arbitration, or litigation between the parties arising out of
or  affecting  this  Agreement,  or the  rights  or  obligations  of  any  party
hereunder,  unless such waiver or modification  is in writing,  duly executed as
aforesaid.

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<PAGE>


     14.8 This  Agreement may be executed in one or more  counterparts,  each of
which  shall  be  deemed  to be an  original,  but all of which  together  shall
constitute one agreement.

     IN WITNESS  WHEREOF,  this Agreement has been executed as of the date first
above written.

 

                                               GRILL CONCEPTS, INC.

                                               By:
                                                  ------------------------------

                                               AIRPORT GRILL, LLC
 
                                               By: CA ONE SERVICES, INC.,
                                                   Its Member

                                               By:
                                                  ------------------------------

                                               By: AIR TERMINAL SERVICES, INC.
                                                   Its Members
 
                                               By:      
                                                  ------------------------------