Exhibit 10.2

                              CONSULTING AGREEMENT

     AGREEMENT,  entered  into  this  ___  day  of  April,  2004,  between Grill
Concepts,  Inc.,  a Delaware corporation (the "Company"), and Robert Spivak (the
"Consultant").

     WHEREAS,  the  Company is engaged in the development, operation, management
and  licensing  of  restaurant  properties, including, but not limited to, Daily
Grill  and  The  Grill  on  the  Alley  restaurants;

     WHEREAS, the Consultant is a founder of the Company, having served as Chief
Executive  Officer of the Company through his retirement and possesses extensive
and  valuable knowledge and understanding concerning the restaurant industry and
the  Company's  restaurant  operations;  and

     WHEREAS,  the  Company  and the Consultant desire the Consultant to provide
certain  consulting services to the Company as an independent contractor under a
consulting arrangement which shall commence on the first day that the Consultant
is no longer employed by the Company (the "Effective Date") and terminate on the
tenth  anniversary  of  the  Effective  Date  (the  "Term").

     NOW,  THEREFORE,  the  Consultant  and  the  Company  agree  as  follows:

1.   (a)  During the Term, the Company hereby retains the Consultant to provide,
and  the  Consultant  agrees  to  provide  to  the  Company,  business  strategy
consulting  services,  including  but  not  limited  to  advice  regarding  (i)
restaurant  operations  and  management,  (ii)  managerial  and  financial
requirements,  (iii)  sales and marketing plans and activities, (iv) budgets and
business  plans,  and (v) other aspects relating to the management and operation
of  the Company's business (the "Consulting Services").  The Consulting Services
shall  be rendered at such times and places and in such manner as Consultant, in
his  reasonable  discretion, deems appropriate, it being mutually understood and
acknowledged that Consultant is expected to spend approximately forty (40) hours
per  month  during  the  Term  in  the  performance  of  the Consulting Services
hereunder.  Consultant shall provide such Consulting Services in accordance with
such  guidelines  as  the  Company  may,  from  time  to time, establish for its
independent contractors.  In the event of a conflict between such guidelines and
this  Agreement,  the  terms  of  this  Agreement  shall  control.

     (b)  Should  either  party  default in the performance of this Agreement or
materially  breach  any  of  its  provisions  other  than  for  non-payment  of
compensation  or  the  providing  of  benefits  pursuant  to  paragraph  2,  the
non-breaching  party may terminate this Agreement by giving written notification
to  the  breaching party describing in detail the alleged breach.  The breaching
party shall have thirty (30) days within which to cure the purported breach.  In
the  event  the  breach  is  not  cured  within  such  thirty  (30)  day period,
termination  shall be effective thirty (30) days from the mailing of the written
notification of breach.  For purposes of this Agreement, material breach of this
Agreement  shall  include,  but  is  not  limited  to,  the  following:

          (i)  Failure  of  the Company to pay to Consultant when due any of the
               compensation or provide any of the benefits required in paragraph
               2  above,  following  fifteen  (15)  business  days prior written
               notice  from  Consultant  to Company advising the Company of such
               failure;

          (ii) Failure  of  the  Consultant  to  provide the Consulting Services
               agreed  upon  between  the  Consultant  and  the  Company;  or

          (iii) Violation  of  the  terms  of  the  provisions  relating  to
                confidential  or  proprietary  information, trade secrets, works
                for  hire,  non-solicitation  or  non-inducement.


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          Further,  the  Consulting  Term  shall  automatically  terminate  upon
Consultant's  death.

     (c)  It  is  expressly  understood  and  agreed  that  the Consultant is an
independent  contractor  and  not an employee of the Company for any purpose and
that  the  Company  may not direct or control the Consultant with respect to the
manner  in  which  the Consultant's services are performed under this Agreement.
The  Consultant  agrees  that the Consultant, other than to the extent earned or
vested  prior  to the Effective Date, will not be entitled to participate in any
benefit  programs  maintained  by the Company for its employees by reason of the
services  performed hereunder, and expressly waives the right to participate in,
or  share in any profit sharing, pension, retirement or employee benefit plan of
the  Company by reason of the Services performed hereunder.  This does not refer
to any pension or retiree life and medical benefits for which the Consultant may
be  eligible  with respect to the Consultant's prior employment with the Company
or  to  any  other  benefits  as  may  be  agreed to between the Company and the
Consultant.

     (d)  Neither  the  Company nor the Consultant shall treat the Consultant as
an  employee for federal, state or local tax purposes.  Accordingly, the Company
shall neither pay nor withhold federal, state or local income tax or payroll tax
of  any  kind  on  behalf  of Consultant.  The Consultant understands that he is
solely  responsible  to pay, according to law, his income and all other required
taxes.  Consultant further understands that he may be liable for self-employment
(social  security)  tax  to  be paid by the Consultant according to law.  In the
event  that  the  Company shall be required by any governmental, federal, state,
municipal  or  other regulatory body having jurisdiction to pay social security,
FICA,  unemployment,  disability  insurance  or  other similar tax or charge, by
reason  of any ruling or determination that payments to the Consultant should be
treated  as  wages, or employee compensation, the Consultant shall reimburse for
and  hold  the  Company  harmless  from  any  and  all  such  expense.

     (e)  During  the Term, no Workers' Compensation Insurance shall be obtained
by  the  Company  covering  the  Consultant.

2.   Compensation  to  Consultant  for  the  Consulting  Services  shall  be  as
follows:

     (a)  $12,500.00  per  month, payable in arrears on the last business day of
each  month  during  the  Term.

     (b)  During  the  Term, and in furtherance of providing Consulting Services
under  this  Agreement,  the  Company  shall  provide  Consultant, at no cost to
Consultant,  a  private  office at the Company's headquarters and to secretarial
and other assistance up to ten (10) hours per week.  Further, during the initial
eighteen  (18)  months  of  the Term, Company shall provide to Consultant, at no
cost  to  Consultant,  the  use  of  an  automobile comparable to the automobile
provided  by  the Company to Consultant immediately prior to the Effective Date.

     (c)  During  the  Term,  the Company will provide to the Consultant, at the
Company's  sole  expense,  the  following  minimum  benefits:

          (i)  A five hundred thousand dollar ($500,000.00) whole life insurance
               policy with Consultant designating the beneficiary(ies) (it being
               understood  that Consultant shall have exclusive control over the
               accumulated value in the policy and the right to said policy upon
               termination  of  this  Agreement);

          (ii) Medical insurance for Consultant and spouse of a kind and quality
               provided other senior executives of the Company through COBRA, if
               applicable,  until  the  Consultant reaches the age of 65, or any
               later  age for eligibility for Medicare if it is postponed by law
               before  Consultant  reaches  65;


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          (iii) Supplemental  Medicare insurance for Consultant and spouse after
                the  Consultant  attains  the  age  of  65, or any later age for
                eligibility  for  Medicare  if  it  is  postponed  by law before
                Consultant  reaches  65;  and

          (iv) Disability  benefits  such  that  in the event Consultant becomes
               disabled  to  the  extent  he  is  unable  to  provide Consulting
               Services  in the same manner as provided in the past, the Company
               shall  continue  to  pay Consultant the monthly payment and other
               compensation  and  benefits  provided  for  in paragraph 2 hereof
               during  the balance of the Term; the Company may secure insurance
               to  cover  all or some portion of the compensation due Consultant
               during  the  period  of  any  such  disability.

     (d)  In  the  event  that  this  Agreement  is terminated either (i) by the
Company other than as a result of a material breach by the Consultant or (ii) by
the  Consultant  as  a  result of material breach by the Company, the Consultant
shall  be  paid  a  lump sum equal to the compensation that the Consultant would
have  received  over the remaining Term had the Agreement not been so terminated
discounted at the Applicable Federal Rate for the month in which the termination
occurs, including the amount necessary to make the premium payments contemplated
by  the  benefits  provided  in  paragraphs  2(c)(i),  (ii)  (iii)  and  (iv) as
determined  by  Consultant's  actuary  at  the  Company's expense, and any other
amounts  owed  to  the Consultant under this Agreement.  Within five (5) days of
the  date  of  such termination, (i) such lump sum shall be shall be paid to the
Consultant,  and  (ii) the Company will transfer and assign all right, title and
interest  in the life insurance policy contemplated in paragraph 2(c)(i) free of
any liens or encumbrances to Consultant.  The Company hereby appoints Consultant
its attorney-in-fact to execute in the Company's name all documents necessary to
effectuate  such  transfer  and  assignment.  The  parties  hereby acknowledging
payment  of  such  sum  and  transfer  of the life insurance policy represents a
negotiated  and  agreed upon payment as liquidated damages in full settlement of
all  claims  Consultant  may  have  as  a  result  of  such  a  termination.

3.   The  Company  shall reimburse the Consultant for business expenses actually
and  reasonably  incurred  by  the  Consultant in connection with the Consulting
Services  rendered  hereunder  at  the  specific  direction  of the Company, but
reimbursements  shall  be  made  only in accordance with the Company's generally
applicable  expense  reimbursement  policies.  Consultant  shall  be entitled to
dining  privileges  at  Company  restaurants to a maximum of $1,000.00 per month
during  the  Term.

4.   The  Consultant  shall  and does hereby indemnify, defend and hold harmless
the  Company,  and the Company's officers, directors, employees and shareholders
from  and  against  any  and  all  claims,  demands,  losses,  costs,  expenses,
obligations,  liabilities,  damages,  recoveries,  and  deficiencies,  including
interest,  penalties,  and  reasonable attorney fees and costs, that Company may
incur  or  suffer  and  that  result  from, or are related to the performance by
Consultant  of  his  Consulting  Services  in  a  grossly  negligent  manner.

5.   (a)  The  Consultant  shall,  during  the  Term,  be  subject  to  the same
restrictive  covenants  as  senior  executives  of  the  Company with respect to
confidential  or  proprietary  information,  trade  secrets,  works  for  hire,
non-competition,  non-solicitation and non-inducement and, following termination
of  this Agreement for whatever reason, be subject to such restrictive covenants
in  accordance with their terms to the same extent that senior executives of the
Company  are subject thereto following termination of employment as employees of
the  Company.  In  this  regard,  Consultant  agrees  to  execute such other and
further  documents  as  the  Company  may  reasonably require incidental to such
covenants  by  Consultant.

     (b)  Consultant  agrees  that  during  the  Term,  unless  otherwise sooner
modified  or  terminated  in  writing  by the Company in its sole discretion, he
shall  not,  in,  from  or at any location within the United States, directly or
indirectly,  as a principal, agent, employee, employer, consultant, stockholder,
partner  or


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in  any  individual  or  representative  capacity,  engage  in any business that
competes  with  the  Company, i.e., a business that provides restaurant services
substantially  similar  to  the  "The  Grill"  and/or  "Daily  Grill" restaurant
operations  as  well  as  any  restaurant  or other business operations actively
engaged  in  by  the  Company  as  of  the  Effective Date.  Notwithstanding the
foregoing, Consultant may, without violating the provisions hereof, purchase and
hold up to five percent (5%) of any entity whose shares are publicly traded.  If
any  covenant  hereof  should  be deemed invalid or unenforceable because of the
scope,  geographical area or duration, or any combination thereof, such covenant
shall  be  modified and reformed so that the scope, geographic area and duration
of  the  covenant  is reduced only to the minimum extent necessary to render the
modified  covenant  valid  and  enforceable.

     (c)  During  the  Term,  and  for  a  period  of one (1) year following the
termination  thereof  other than for termination based on material breach by the
Company,  Consultant  acknowledges  and  agrees  that  he  will not, without the
express  written consent of the Company, directly or indirectly, do or authorize
or  assist  any  other  person  in  doing  any  of  the  following  acts:

          (i)  solicit,  entice,  persuade  or induce any Person (whether or not
under a written contract of employment with the Company) to terminate his or her
employment  by  the  Company  or  to  refrain  from  entering into, extending or
renewing  employment  with the Company (upon the same or new terms) or to become
employed  by  a  Person  other  than  the  Company;  or

          (ii) solicit,  entice,  persuade  or  induce  any person or any Client
(whether  or  not under a written contract with the Company) to terminate his or
her  contract or relationship with the Company or to refrain from entering into,
extending  or  renewing  the  same  (upon the same or new terms) or enter into a
contract  or  relationship  with  a  person  other  than  the  Company.

               For  purposes  herein,  Person  shall  mean  any  individual,
partnership,  corporation,  trust,  joint  venture,  governmental  agency,
unincorporated  association  or  other entity. For purposes herein, Client shall
mean  any  person which the Company has conducted business with during the Term.

     (d)  Consultant  understands  and  agrees that any breach of provisions (a)
(b) or (c) above would cause irreparable harm, which irreparable harm may not be
compensable  entirely  with monetary damages.  Consultant agrees that injunctive
relief  is  an  appropriate remedy for any breach of this paragraph.  Consultant
further  agrees  that  such injunctive relief shall be in addition to and not in
limitation  of  any  monetary relief or other remedies or rights available under
applicable  law,  in  equity  or  under  this  Agreement.

6.   The  Consultant  agrees  that  so  long as the Consultant is engaged by the
Company,  the  Consultant  shall  comply  with  all  laws, regulations and rules
applicable  to  the  conduct  of  the  Company's  business.

7.   The  Consultant  represents,  warrants and covenants that the Consultant is
not  a party to or bound by any consulting, non-competition, non-solicitation or
confidentiality  agreement  or  the  like  which would in any manner conflict or
interfere  with  the  Consultant's  ability to lawfully fulfill the Consultant's
duties  under  this  Agreement.

8.   Any  notice  given pursuant to this Agreement shall be in writing and shall
be  delivered  personally  or  mailed,  certified  or  registered  mail, postage
prepaid,  if  to  the  Company, to it at 11661 San Vicente Blvd., Suite 404, Los
Angeles,  California  90049,  marked  for  the attention Michael Weinstock, Vice
President  with  copy  to  Michael  A.  Grayson, Esq., Herzog, Fisher, Grayson &
Wolfe,  9460 Wilshire Blvd., Fifth Floor, Beverly Hills, California 90212 and if
to  the  Consultant, to the Consultant at the address set forth in the Company's
records  (or  at  such  other  address for a party as may be specified by notice
given  pursuant  hereto)  with  a copy to Robert W. Shaffer, Jr., Esq., Shaffer,
Gold  &  Rubaum,  LLP,  12011  San  Vicente  Boulevard,  Suite 600, Los Angeles,
California  90049.


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9.   This  Agreement  shall be binding upon the Company and Consultant and their
respective  successors,  assigns,  heirs,  executors  and  administrators.

10.  This  Agreement contains the entire understanding of the parties hereto and
supersedes  all previous communications, representations, or agreements, oral or
written  with  respect  to the subject matter hereof and supersedes all previous
communications, representations, or agreements, oral or written, with respect to
the subject matter hereof except for the provisions of the Consultant's previous
employment  agreement  with  the Company, or for the provisions of the Company's
policies,  relating  to  confidential or proprietary information, trade secrets,
works  for  hire,  non-competition,  non-solicitation  and non-inducement, which
shall  remain  in effect in accordance with their terms.  No failure to exercise
nor  any  delays  in exercising any right or remedy hereunder shall operate as a
waiver  thereof; nor shall any single or partial exercise of any right or remedy
hereunder  preclude  any  other or further exercise therefore or the exercise of
any other right or remedy.  Neither this Agreement nor any of its provisions may
be  amended,  supplemented,  changed,  waived  or  rescinded except by a written
instrument  signed  by the party against whom enforcement thereof is sought.  No
waiver  of any right or remedy hereunder on any one occasion shall extend to any
subsequent  or  other  matter.

11.  This  Agreement shall not be transferred or assigned in whole or in part by
the  Consultant  without  the  prior  written  consent  of  the  Company.

12.  This  Agreement  shall  be governed by and construed in accordance with the
laws  of  the  State of California applicable to contracts made on and performed
within  the  State  of California.  Any controversy arising under or relating to
this  Agreement,  or  the  breach  hereof,  shall  be  determined and settled by
arbitration  in  California  by a three person panel mutually agreed upon, or in
the  event  of  a  disagreement  as  to  the  selection  of  the arbitrators, in
accordance  with  the  Employment  Dispute  Resolution  Rules  of  the  American
Arbitration  Association.  Any award rendered therein shall specify the findings
of fact of the arbitrator or arbitrators and the reasons of such award, with the
reference  to  and  reliance on relevant law.  Any such award shall be final and
binding  on  each  and  all  of  the  parties  thereto  and  their  personal
representatives,  and  judgment  may  be  enter  thereon  in  any  court  having
jurisdiction  thereof.  The prevailing party, if any, shall be fully compensated
by  the  non-prevailing  party  for  reasonable legal fees and expenses directly
related  to  the  arbitration  process.

IN  WITNESS  WHEREOF, the parties have executed this Agreement as of the day and
year  first  written  above.

AGREED AND ACCEPTED:             GRILL CONCEPTS, INC.

By:  _______________________          By:  _____________________________________
     Robert Spivak                          Michael Weinstock
                                      Its: Chairman and Executive Vice President


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