(d)-(e). During the last five years, Mr. Wolff: (i) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Except as set forth herein, Mr. Wolff has no present plans or proposals with respect to any material change in Grill Concept’s business or corporate structure or which relate to or would result in:

(a) the acquisition by any person of additional securities of Grill Concepts, Inc., or the disposition of securities of Grill Concepts, Inc.;

(b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Grill Concepts, Inc. or any of its subsidiaries;

(c) a sale or transfer of a material amount of assets of Grill Concepts, Inc. or any of its subsidiaries;

(d) any change in the present board of directors or management of Grill Concepts, Inc. including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e) any material change in the present capitalization or dividend policy of Grill Concepts, Inc.;

(f) any other material changes in Grill Concept’s business or corporate structure;

(g) changes in Grill Concepts Inc.’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Grill Concepts, Inc. by any person;

(h) causing a class of securities of Grill Concepts, Inc. to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) a class of equity securities of Grill Concepts, Inc. becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

(b) Mr. Wolff has the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition of, all the shares beneficially owned by Mr. Wolff, other than 190,000 shares beneficially owned by KMWGEN Partners, of which Mr. Wolff and his son are the general partners.

(c) On August 1, 2000, Keith Wolff, Trustee of The Keith M. Wolff 2000 Irrevocable Trust acquired 250,000 shares of Common Stock of Grill Concepts, Inc. from Lewis Wolff, Trustee of the Wolff Revocable Trust of 1993, pursuant to a purchase and sale agreement, a copy of which is attached hereto as Exhibit 4. The shares of Common Stock were sold to Keith Wolff at a price equal to $.98 per share. Mr. Keith Wolff acquired the shares with the following consideration: (i) $24,000 in cash paid upon the execution of the purchase and sale agreement; and (ii) $221,000 shall be due and payable pursuant to a promissory note bearing interest at 6.22% per annum, a copy of which is attached hereto as Exhibit 5. On March 1, 2003, the interest rate on the promissory note was reduced to 3.12% and the term of the note was reduced to nine years.

(d) No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the securities beneficially owned by Mr. Wolff, other than the securities owned by KMWGEN Partners, as to which Mr. Wolff has shared power with his son.

On July 11, 2000, Grill Concepts, Inc. entered into a Letter Agreement with Lewis Wolff, as Trustee of the Wolff Revocable Trust of 1993 and Michael S. Weinstock, as Trustee of the Michael S. Weinstock Living Trust, pursuant to which Messrs. Wolff and Weinstock each agreed to personally guarantee $750,000 of a $1,500,000 loan to Grill Concepts, Inc. from Wells Fargo Bank. Pursuant to the terms of the Letter Agreement, on July 11, 2000, Grill Concepts, Inc. issued to each of Messrs. Wolff and Weinstock a four (4) year warrant to purchase 75,000 shares of Common Stock of Grill Concepts, Inc. at an exercise price of $1.41 per share. Each warrant has customary “piggyback” registration rights under the Securities Act of 1933, as amended, covering the shares of Common Stock issuable upon exercise of such warrant. On August 9, 2001, Mr. Wolff received an additional warrant to purchase 75,000 shares of Common Stock at $2.12 per share in connection with the guarantee. Mr. Weinstock is the Chairman of the Board and Executive Vice President of Grill Concepts, Inc. The Letter Agreement, the warrants and the various loan documents in connection therewith, were filed by Grill Concepts, Inc. as exhibits to its Quarterly Report on Form 10-Q for the quarter ended September 24, 2000.

On August 1, 2000, Keith Wolff, Trustee of The Keith M. Wolff 2000 Irrevocable Trust acquired 250,000 shares of Common Stock of Grill Concepts, Inc. from Lewis Wolff, Trustee of the Wolff Revocable Trust of 1993, pursuant to a purchase and sale agreement, a copy of which is attached hereto as Exhibit 4. The shares of Common Stock were sold to Keith Wolff at a price equal to $.98 per share. Mr. Keith Wolff acquired the shares with the following consideration: (i) $24,000 in cash paid upon the execution of the purchase and sale agreement; and (ii) $221,000 due and payable pursuant to a promissory note bearing interest at 6.22% per annum. On March 1, 2003, the interest rate on the promissory note was reduced to 3.12%

Exhibit 2 Warrant to Purchase Shares of Common Stock ($.00001 par value) of Grill Concepts, Inc. (W97-A1).*

Exhibit 3 Warrant to Purchase Shares of Common Stock ($.00001 par value) of Grill Concepts, Inc. (W97-B1).*

Exhibit 4 Purchase and Sale Agreement by and between Lewis N. Wolff, as Trustee of the Wolff Revocable Trust of 1993 and Keith M. Wolff, as Trustee of The Keith M. Wolff 2000 Irrevocable Trust.*