BLANKET CONVEYANCE, BILL OF SALE
                                 AND ASSIGNMENT

     This BLANKET CONVEYANCE, BILL OF SALE AND ASSIGNMENT (this "Assignment") is
entered  into by and between  Grill  Concepts,  Inc.  ("Assignor")  Air Terminal
Services, Inc. ("Assignee"), and CA One Services, Inc. ("Guarantor").

     1. For and in  consideration  of the sum of  $309,955.71  payable  in three
equal  installments as described in Section 4 hereof and other good and valuable
consideration,  the receipt and sufficiency of which are hereby  acknowledged by
Assignor, Assignor hereby ASSIGNS, TRANSFERS, SETS OVER and DELIVERS to Assignee
all of the following (collectively, the "Assigned Properties"):

          (a) All of Assignor's "Economic Interest" and "Membership Interest" in
     a certain limited liability company organized under the name Airport Grill,
     LLC ("LLC")  under the laws of the State of California  effective  February
     15, 1995 (such  interests  representing  51% of the Economic and Membership
     Interests  of the  LLC),  as such  Interests  are  defined  in  such  LLC's
     Operating  Agreement  as  executed by its  Members  dated  March 15,  1995,
     together  with any and all other  related  rights of  Assignor  under  such
     Operating  Agreement to Distributions  of any kind or nature,  whether same
     have accrued under such agreement or accrue in the future and/or related to
     operations heretofore or hereafter conducted by such LLC.

          (b) All of Assignor's legal rights as a Member of the LLC.

     TO HAVE AND TO HOLD the Assigned  Properties unto Assignee,  its successors
and assigns, forever.

     2.  Except as  expressly  provided  herein  with  respect  to  title,  this
Assignment is made, and the Assigned Properties are conveyed hereby, without any
representation or warranty by Assignor of any kind, whether by contract, statute
or operation of law, and the Assigned  Properties  are  transferred in their "AS
IS, WHERE IS" condition.  Assignee by its acceptance of this  Assignment and the
Assigned Properties,  acknowledges and agrees that, except as expressly provided
herein to the contrary,  no  representation  or warranty as to  merchantability,
fitness for a particular  purpose,  or fitness for an intended use has been made
by Assignor,  or relied upon by Assignee, in connection with this Assignment and
the consummation of the transactions contemplated herein.

     Assignor hereby warrants and covenants to forever defend, all and singular,
the title to the Assigned Properties unto Assignee,  its successors and assigns,
against every person  whomsoever  lawfully claiming or to claim the same, or any
part thereof, by, through or under Assignor, but not otherwise.

<PAGE>


     3. Assignor represents and warrants to Assignee as follows:

          (a)  Assignor  owns  good  and   marketable   title  to  the  Assigned
     Properties, free of all liens, mortgages,  security interests and tax liens
     of any kind,  except any  security  interest  created  under the  Operating
     Agreement  or under a certain  Promissory  Note in the  original  principal
     amount of $3,300,000 issued by the LLC to Guarantor dated March 15, 1995.

          (b)  Assignor (i) has the right,  power and  authority to execute this
     Assignment and consummate the transactions  contemplated herein pursuant to
     this Assignment,  (ii) is not prohibited from consummating the transactions
     contemplated in this Assignment by any law, regulation, agreement, order or
     judgment or by the terms of its  Articles of  Incorporation,  Bylaws or any
     agreement  to which it is a party,  and (iii) has  obtained  all  necessary
     consents  and   permissions   necessary  to  execute  this  Assignment  and
     consummate the transactions contemplated herein.

     4. In consideration for the Assigned Properties,  Assignee covenants to pay
Assignor the sum of $309,955.71 in three equal installments  of$103,318.57 each.
The first of such installments  shall be due~and payable on the date hereof. The
second payment shall be due April 1, 1999 and the third installment shall be due
April 1, 2000.

     5. Assignee represents and warrants to Assignor that Assignee:  (a) has the
right,  power and  authority  to execute  this  Assignment  and  consummate  the
transactions  contemplated  herein  pursuant  to  this  Assignment,   (1)is  not
prohibited from consummating the transactions contemplated in this Assignment by
any law, regulation,  agreement,  order or judgment by the terms of its Articles
of  Incorporation,  Bylaws or any agreement to which it is a party,  and (c) has
obtained  all  necessary  consents  and  permissions  necessary  to execute this
Assignment and consummate the transactions contemplated herein.

     6.  THE  LAWS  OF THE  STATE  OF  CALIFORNIA  SHALL  GOVERN  THE  VALIDITY,
ENFORCEMENT AND INTERPRETATION OF THIS ASSIGNMENT.

     7. All warranties and covenants contained herein shall survive the closing.

     8. Guarantor  joins in this  Assignment  document for purposes of approving
the  transfer  (as the sole  other  Member of the LL C), as  provided  under the
Operating Agreement. Guarantor further acknowledges that as the sole shareholder
of Assignee,  it has a direct vested economic  interest in this  transaction and
that  therefore,  in  consideration  for the  mutual  covenants  and  agreements
contained  herein,  it does  hereby  guarantee  payment to  Assignor of the sums
required under Section 4 above.

     9. As  additional  consideration  for the payments and transfers to be made
hereunder,  Guarantor and Assignor,  respectively,  each (the "First Party") has
remised, released, and forever discharged and by these presents does for itself;
its shareholders,  officers, directors,  successors and assigns, remise, release
and forever  discharge  the other  party  together  with all of its  affiliates,
subsidiaries and all officers, directors,  employees and agents thereof, and its
successors  and assigns,  ("Other Party et al"), of and from all, and all manner
of action and actions,  cause and causes of action,  suits, debts, dues, sums of
money, accounts,  reckoning, bonds, bills, specialities,  covenants,  contracts,
controversies,  agreements, promises, variances, trespasses, damages, judgments,
extents,  executions,  claims and demands whatsoever, in law or in equity, which
against the said Other  Party et al, the First Party ever had,  now has or which
First Party or its successors and assigns, shareholders, officers, directors and
employees,  hereafter  can,  shall or may have  for,  upon or by  reason  of any
matter,  cause or thing  whatsoever  from the beginning of the world through the
day of the  date  of  these  presents,  except  for:  the  executory  provisions
described  in  this  Assignment  Agreement  including  without  lirnitation  the
provisions of paragraph 4 above and the respective rights and obligations of the
parties to that certain License Agreement of even date.

The effective date of this Assignment shall be the day after reciept of approval
from the Department of Alcoholic Beverage Control of the State of California for
the transfer contemplated hereunder.  Both parties agree to execute promptly any
and all  documentation  necessary  to obtain such  approval as soon as possible.
Assignee shall be solely responsible for costs incurred.

IN WITNESS  WHEREOF,  Assignor and Assignee have executed this  Assignment as of
April 1, 1998.

                                                     ASSIGNOR:

                                                     GRILL CONCEPTS, INC.

                                                     By:/s/ Mike Weinstock
                                                        ------------------------
                                                     Name: Mike Weinstock
                                                          ----------------------
                                                     Title: Vice President
                                                           ---------------------

                                                     ASSIGNEE:

                                                     AIR TERMINAL SERVICES, INC.

                                                     By:/s/ Nicholas D. Liberto
                                                        ------------------------
                                                     Name: Nicholas D. Liberto
                                                          ----------------------
                                                     Title: Vice President
                                                           ---------------------