WARRANT to Purchase Shares of Common Stock (.00004 par value per share) of

THIS WARRANT AND THE SHARES OF COMMON STOCK OF GRILL CONCEPTS, INC. TO BE ISSUED
UPON ANY  EXERCISE OF THIS  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
                               to Purchase Shares
                                       of

                    Common Stock (.00004 par value per share)
                                       of

                              GRILL CONCEPTS, INC.

                           Dated as of June ___, 2001

                              Common Stock Warrants

This certifies that, for value received, STARWOOD HOTELS AND RESORTS WORLDWIDE,
INC. or its registered assigns ("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 5:00
p.m.  New York time on the  fifth  (5th)  anniversary  of the date  first  above
written (the "Expiration Date"),  666,667 fully paid and nonassessable shares of
common stock,  $.00004 par value per share (the "Common Stock") of the Issuer at
an exercise  price equal to $2.00 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").  Capitalized terms not defined herein shall have the meanings ascribed
to such terms in the subscription  agreement,  dated as of May 16, 2001, between
the Issuer and the Holder (the "Subscription Agreement").

                  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 notice  provisions of
Section  10 hereof,  is then  effective  for  notices  to the  Issuer,  with the
Election to Purchase Form annexed hereto as Schedule I, 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  (the  "Register")  for the  registration  of this
Warrant and  registration  of any transfer or  assignment in whole or in part of
the Warrant.


                  (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 (i)  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, (ii) an election by the Holder to have
the Issuer  withhold  shares of Common Stock issuable upon exercise (a "Cashless
Exercise"),  (iii) certificates  representing shares of Common Stock theretofore
owned by the Holder  duly  endorsed  for  transfer  to the  Issuer,  or (iv) 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  (A) the total  Exercise  Price  payable in respect of the number of
Warrant Shares being purchased upon such exercise by (B) the amount by which the
Fair Market Value per share of Common Stock as of the Exercise  Date exceeds the
Exercise Price per share.

                  (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 (a) that it will not,  by
amendment  of  its  Certificate  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 (b)  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.


                  SECTION 3. Exchange, Transfer,  Assignment or Loss of Warrant.
(a) During the one-year  period  commencing  on the date first above written and
ending  immediately  prior to the first  anniversary  thereof  (the  "Restricted
Period"),  this Warrant is not  transferable  or assignable by the Holder except
with the prior written consent of the Issuer. Notwithstanding the foregoing, (i)
the Holder may at any time prior to the  expiration of this Warrant  transfer or
assign this Warrant in whole or in part to any  Permitted  Transferee,  and (ii)
upon  expiration of the  Restricted  Period,  the Holder may freely  transfer or
assign  this  Warrant in whole or in part to any third  party  without the prior
consent of the Issuer.  Issuer shall register any such transfer or assignment in
the  Register  upon  surrender  of this  Warrant,  with the  Form of  Assignment
attached as  Schedule II hereto duly filled in and signed,  to the Issuer at the
office of Issuer  specified  in  Section  1(a).  Upon any such  registration  of
transfer  or  assignment,  a new  Warrant,  in  substantially  the  form of this
Warrant,  evidencing the rights of the Holder so transferred  shall be issued to
the transferee and a new Warrant, in similar form,  evidencing the rights of the
Holder to purchase the balance of the Warrant Shares purchasable  hereunder,  if
any, shall be issued to the Holder.

                  (b)  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  any
transferee or assignee  thereof shall be, or have any rights or privileges of, a
stockholder 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.

                  (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.

                  (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 the  Issuer  sells or  issues  on or prior to the first
anniversary of the date hereof any shares of Common Stock (or options, warrants,
or other  securities  convertible,  exercisable,  or exchangeable  for shares of
Common  Stock,  excluding  options in an amount  not to exceed in the  aggregate
fifteen percent (15%) of the Fully-Diluted  Shares issued to employees of Issuer
at an exercise  price equal to or greater  than the Fair Market  Value as of the
date of grant) for consideration per share (in the case of options, warrants, or
other securities convertible,  exercisable, or exchangeable for shares of Common
Stock,  on an  as-converted  basis) less than the Exercise  Price then in effect
immediately  prior to the  issuance of such  additional  Common  Stock (the "New
Issuance Price"), then upon consummation of such sale or issuance (a "Triggering
Transaction"),  the Exercise Price shall automatically be decreased by an amount
equal to the  difference  between (i) the Exercise  Price in effect  immediately
prior to such Triggering Transaction; and (ii) the New Issuance Price.

                  (g) 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.

                  (h) The term  "Common  Stock"  shall  mean the  Common  Stock,
$.00004  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.

                  (i) 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.


                  (j)  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.

                  (k) Notwithstanding any other provision, this Warrant shall be
binding  upon and inure to the  benefit  of any  successors  and  assigns of the
Issuer.

                  (l) 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 (l) shall be carried forward and taken into account at the time of any
subsequent adjustment in the Exercise Price.

                  (m) 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).

                  SECTION 7. Notice of  Adjustment.  . In case at any time:  (a)
the Issuer shall declare any cash  dividend on its Common Stock;  (b) the Issuer
shall  pay any  dividend  payable  in stock  upon its  Common  Stock or make any
distribution  (other than regular cash  dividends)  to the holders of its Common
Stock;  (c) the Issuer shall offer for  subscription  pro rata to the holders of
its Common Stock any  additional  shares of stock of any class or other  rights;
(d) the Issuer shall  authorize  the  distribution  to all holders of its Common
Stock of evidences of its  indebtedness  or assets (other than cash dividends or
cash  distributions  payable  out of current  earnings or  dividends  payable in
Common Stock); (e) the Issuer shall issue shares of its capital stock at a price
per  share  less  than  the  Exercise  Price  in  effect  as of the date of such
issuance; (f) there shall be any capital reorganization,  or reclassification of
the capital stock of the Issuer,  or  consolidation or merger of the Issuer with
another  corporation  (other than a subsidiary of the Issuer in which the Issuer
is the surviving or continuing  corporation and no change occurs in the Issuer's
Common  Stock),  or sale of all or  substantially  all of its assets to, another
corporation;  (g)  there  shall  be  a  voluntary  or  involuntary  dissolution,
liquidation,  bankruptcy, assignment for the benefit of creditors, or winding up
of the Issuer;  or (h) the Issuer  proposes to take any other action or an event
occurs which would  require an  adjustment  pursuant to  subsection  (i) of this
Section  7; then,  in any one or more of said  cases,  the Issuer  shall give at
least fifteen days' prior written notice,  addressed to Holder at the address of
Holder as shown on the books of the  Issuer,  of (i) the date on which the books
of the  Issuer  shall  close or a  record  shall  be  taken  for such  dividend,
distribution  or  subscription  rights,  or for  determining  rights  to vote in
respect of any such  reorganization,  reclassification,  consolidation,  merger,
sale,  dissolution,  liquidation or winding up; (ii) in the case of any issuance
of capital at a price per share less than the then  applicable  Exercise  Price,
the date of such issuance and the number of shares issued; and (iii) in the case
of  any   reorganization,   reclassification,   consolidation,   merger,   sale,
dissolution,  liquidation,  bankruptcy, assignment for the benefit of creditors,
winding up or other action, as the case may be, the date (or, if not then known,
a  reasonable  approximation  thereof by the Issuer) when same shall take place.
Such notice shall also specify (or, if not then known, reasonably  approximate),
if applicable,  the date as of which the holders of Common Stock of record shall
participate in such dividend,  distribution or subscription  rights, or shall be
entitled  to  exchange  their  Common  Stock for  securities  or other  property
deliverable upon such reorganization,  reclassification,  consolidation, merger,
sale,  dissolution,  liquidation,  bankruptcy,  assignment  for the  benefit  of
creditors, winding up, or other action, as the case may be.


                  SECTION 8. No Dilution or Impairment. The Issuer shall not, by
amendment  of its  charter or  through  reorganization,  consolidation,  merger,
dissolution,  sale of  assets or any other  voluntary  action,  avoid or seek to
avoid the  observance or  performance  of any of the terms of this Warrant,  but
will at all times in good faith assist in the carrying out of all such terms and
in the taking of all such action as may be necessary or  appropriate in order to
protect  the rights of Holder  against  dilution  or other  impairment.  Without
limiting the generality of the  foregoing,  the Issuer will not increase the par
value,  if any,  of any  shares of stock  receivable  upon the  exercise  of any
Warrant above the amount payable  therefor upon such exercise,  and at all times
will take all such action as may be necessary or  appropriate  in order that the
Issuer may validly and legally  issue fully paid and  non-assessable  stock upon
the exercise of each Warrant.

                  SECTION  9.  Registration  Rights.  Section 3 of the  investor
rights agreement,  dated as of March __, 2001, between the Issuer and the Holder
(the "Investor Rights Agreement") is incorporated herein by reference and made a
part hereof mutatis mutandis.

                  SECTION  10.  Representations  and  Warranties  of the Issuer;
Indemnity;  Miscellaneous.  Sections 5, 16 and 17 of the Subscription  Agreement
are incorporated herein by reference and made a part hereof mutatis mutandis.


GRILL CONCEPTS, INC.


By:
   ----------------------------
Name:
Title:


                                                                      SCHEDULE I
                          FORM OF ELECTION TO PURCHASE

To: [    ]

                  The  undersigned,  the  holder of the within  Warrant,  hereby
irrevocably  elects to exercise the purchase  right  represented by such Warrant
for, and to purchase thereunder,  [_____] shares of Grill Concepts,  Inc. Common
Stock issuable upon the exercise of this Warrant for an aggregate exercise price
of $_______  payable in  [cash][cashless  exercise][shares],  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:                 , 200
       ---------------     --

Name of Registered Owner:
                         -------------------------------------------------------



Address:
          ----------------------------------------------------------------------



Signature:
            --------------------------------------------------------------------


                                                                     SCHEDULE II
                               FORM OF ASSIGNMENT



                  FOR VALUE RECEIVED,  the undersigned hereby sells, assigns and
transfers  unto  ______________________  the  right  represented  by the  within
Warrant to purchase the _______  shares of the  _________  Common Stock of Grill
Concepts,   Inc.,   to  which  the  within   Warrant   relates,   and   appoints
___________________  attorney  to  transfer  said  right  on the  books of Grill
Concepts, Inc., with full power of substitution in the premises.


Dated:  ___________________________



                              --------------------------------------------------
                              (Signature must conform in all respects to name of
                               holder as specified on the face of the Warrant)