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.


                                  WARRANT NO. 1
                               to Purchase Shares
                                       of

                         Common Stock (.00001 par value)
                                       of
                              GRILL CONCEPTS, INC.
                                  July 11, 2000

     This  certifies  that,  for value  received,  Stephen Ross and Rachel Ross,
Co-Trustees  of the Ross Family Trust Under  Agreement  Dated  November 18, 1993
("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  before  four  (4)  years  from the  date  hereof  (the
AExpiration Date@), twenty thousand (20,000) fully paid and nonassessable shares
of common  stock,  $.00001 par value (the "Common  Stock"),  of the Issuer at an
exercise  price equal to $1.40625 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").  Concurrently  herewith  Holder  is  making  a loan to  Issuer  in the
principal amount of Two Hundred  Thousand Dollars  ($200,000.00) as reflected by
the Promissory Note of even date (the ANote@). Notwithstanding the foregoing, in
the  event,  on or before the  expiration  of forty five (45) days from the date
hereof (the  AInitial  Forty Five Day  Period@),  the Note is paid in full,  the
number of Warrant Shares shall be reduced from twenty  thousand  (20,000) to ten
thousand (10,000).

     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 date  hereof 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 9 hereof,  is then
     effective  for notices to the Issuer,  with the  Election to Purchase  Form
     annexed  hereto as  Schedule  One,  duly  executed , for the 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. Notwithstanding the foregoing,
     Holder expressly agrees that during the Initial Forty Five Day Period, this
     Warrant may be  exercised  to a maximum of ten  thousand  (10,000)  Warrant
     Shares.

                                       1
<PAGE>

          (b) The Exercise Price for the number of Warrant  Shares  specified in
     the Election to Purchase Form shall be payable in United States  Dollars by
     (1)  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,  (2) an  election  by the Holder to have the
     Issuer  withhold shares of Common Stock issuable upon exercise (a ACashless
     Exercise@),   (3)   certificates   representing   shares  of  Common  Stock
     theretofore  owned by the Holder duly  endorsed for transfer to the Issuer,
     or (4) any  combination of the  preceding,  equal in value to the aggregate
     Exercise Price. For purposes hereof, a Cashless  Exercise shall be effected
     by  surrendering  the  Warrant,  in part or in  whole,  for such  number of
     Warrant  Shares as is determined by dividing  (i) the total  Exercise Price
     payable in respect of the number of Warrant  Shares  being  purchased  upon
     such  exercise by (ii) the  excess of the Market  Price per share of Common
     Stock as of the Exercise Date over the Exercise Price per share. Solely for
     purposes of this  paragraph,  Market Price shall be the average closing bid
     price of the Common  Stock over the five (5) trading  day period  preceding
     the date on which the Election to Purchase is delivered to the Company.  In
     the event there is no reported bid price for the Common Stock over the five
     (5) trading day period preceding the date on which the Election to Purchase
     is  delivered  to the  Company,  the Market Price shall be deemed to be the
     then fair  value of the  Common  Stock as  determined  in good faith by the
     Board of Directors of the Company, whose determination shall be conclusive.

          (c) 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
conditions  to be  observed  or  performed  hereunder  by the  Issuer,  and (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.  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.

                                       2
<PAGE>

     Section 3. Exchange, Transfer,  Assignment or Loss of Warrant. This Warrant
is not  transferable or assignable  except with the prior written consent of the
Issuer.

     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.

     Section 4.  Rights of Holder.  Neither a Holder nor his  transferee  by 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 this Warrant has been exercised.

     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.

                                       3
<PAGE>

          (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  Exercise  Price  for  the  purchase  of all the  Warrant  Shares
     issuable  hereunder  immediately after the record date for such dividend or
     distribution   shall  equal  the  aggregate   Exercise   Price  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 for  Common
     Stock),  the  Holder  shall  receive  notice of such  event as set forth in
     Section 7 below.

          (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. The above
     provisions  of this  paragraph  (d)  shall  similarly  apply to  successive
     consolidations,  mergers,  exchanges,  sales  or  other  transfers  covered
     hereby.

                                       4
<PAGE>

          (e) If the Issuer  shall,  at any time before the  expiration  of this
     Warrant dissolve, liquidate or wind up its affairs other than as covered by
     Section  5(d),  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 excess of the aggregate 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,  at Holder=s option, 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.

                                       5
<PAGE>

          (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 absent  manifest
     error.

          (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.

          (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  solely 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).

                                       6
<PAGE>

     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 twenty (20) days prior
to the relevant date  described  below (or such shorter  period as is reasonably
possible if twenty (20) days is not  reasonably  possible due to no fault of the
Issuer),  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
for securities or other property deliverable upon such event.

     Section 8. Registration Rights.

     (a) Piggyback Registration Rights. The Issuer covenants and agrees with any
holder of the Warrants and Warrant Shares that if, at any time within the period
commencing on the date hereof and ending on the date which is one year after 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  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 Warrant  Shares,  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 Warrants  and Warrant  Shares 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,
subject  to  paragraphs  i and ii of this  Section  8(b) such  number of Warrant
Shares  with  respect to which the  Issuer has  received  written  requests  for
inclusion  therein  within  twenty  (20) 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.

                                       7
<PAGE>

          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 Warrant
     Shares  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 Warrant  Shares  requested to be included in such
     registration,  apportioned pro rata among the holders of the Warrant Shares
     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 Warrant Shares 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
     Warrant Shares 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
     Warrant Shares.

     Notwithstanding  the foregoing,  if any such underwriter shall determine in
good faith and advise the Issuer in writing that the distribution of the Warrant
Shares  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 Warrant
Shares  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 Warrant  Shares  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  at any  time  prior to the  effective  date of such  underwriting  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 and the Holder,  renders an opinion to the Issuer and
the Holder  that all of the  Warrant  Shares  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. The Issuer  hereby
undertakes  and covenants to take all steps  reasonably  necessary to facilitate
the resale of Warrant  Shares  pursuant to Rule 144.  Neither the failure of the
Holder to exercise its  Piggyback  Registration  Rights  hereunder on any one or
more occasions nor the Holder=s election to withdraw from an underwriting  shall
be  deemed  to  waive or  modify  the  Holder=s  Piggyback  Registration  Rights
hereunder in the future.

                                       8
<PAGE>


     (b) Actions to be taken by the Issuer.  In connection with the registration
of Warrant Shares  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 any  special  or  other  counsel  for
holders of Warrant  Shares,  (B) any  underwriters'  discount or  commission  in
respect of such Warrant Shares, and (C) any stock transfer taxes attributable to
the sale of the Warrant Shares; (ii) use its best efforts to register or qualify
the Warrant Shares 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;  (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;  and (iv) prepare and file with the SEC
a   registration   statement  with  respect  to  such  Warrant  Shares  and  use
commercially  reasonable efforts to cause such registration  statement to become
effective as soon thereafter as possible, and promptly notify Holder in writing,
(a) when  such   registration   statement  becomes   effective,   (b)  when  any
post-effective  amendment to such registration statement becomes effective,  and
(c) of any  request  by  the  SEC  for  any  amendment  or  supplement  to  such
registration   statement  or  any  final  prospectus  relating  thereto  or  for
additional  information;  (v) prepare  and file with the SEC such amendments and
supplements  to such  registration  statement and the final  prospectus  used in
connection  therewith as may be necessary  to keep such  registration  statement
effective  for at  least  120  days  or  until  the  Holder  has  completed  the
distribution described in the registration statement relating thereto, whichever
occurs  first,  and to comply with the  provisions  of the  Securities  Act with
respect  to the  disposition  of all  securities  covered  by such  registration
statement  during  such  period  in  accordance  with the  intended  methods  of
disposition by Holders set forth in such registration statement; (vi) furnish to
Holder such  number of copies of such  registration  statement  and of each such
amendment  and  supplement  thereto,  as well as such  number  of  copies of the
prospectus included in such registration  statement  (including each preliminary
prospectus and summary  prospectus),  in conformity with the requirements of the
Securities  Act, and such other  documents as Holder may  reasonably  request in
order to facilitate  the sale or  distribution  of the Warrant Shares by Holder;
and (vii) promptly notify Holder, at any time when a prospectus relating thereto
is required to be delivered  under the Securities  Act, of Issuer becoming aware
that the prospectus included in such registration  statement, as then in effect,
includes  an untrue  statement  of a material  fact or omits to state a material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading in the light of the  circumstances  then  existing;  and, at the
request of Holder, promptly prepare and furnish to Holder a reasonable number of
copies of an amended or supplemental  prospectus as may be necessary so that, as
thereafter  delivered to the purchasers of such Warrant Shares,  such prospectus
shall not  include an untrue  statement  of a  material  fact or omit to state a
material fact required to be stated  therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing.

     (c) 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 Warrant Shares  intending to make a public  offering of
his, her or its Warrant  Shares,  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.

     (d) Exclusive Rights.  The Holder shall have no registration  rights except
as expressly set forth herein.

     Section 9. 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:

                  Ross Family Trust Under Agreement Dated November 18, 1993
                  Stephen Ross, Co-Trustee
                  Rachel Ross, Co-Trustee
                  5036 Veloz Street
                  Tarzana, CA  91356


                                       9
<PAGE>

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:  Robert Spivak, President
                  Telephone:  (310) 820-5559
                  Facsimile:  (310) 820-6530

     Section  10.  Governing  Law.  This  Warrant  shall  be  governed  by,  and
interpreted in accordance with, the laws of the State of California.

         Dated:  July 11, 2000

                                                    GRILL CONCEPTS, INC.

                                                    By:
                                                    Name:
                                                    Title:

                                       10
<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:                     , 2000

Name of Registered Owner:





Address:





Signature: