GRILL CONCEPTS INC
<DOCUMENT>
<TYPE>EX-10.39
<SEQUENCE>3
<FILENAME>ex1030_10k.txt
<TEXT>
Addendum to Management Agreement for the City Bar and
                     Grill in the San Jose Hilton and Towers


These  provisions  dated 11/1/01 provide either  additional or amended terms and
conditions relating to the Management  Agreement for the City Bar & Grill in the
San Jose Hilton Hotel dated  February  20th 1998 between The Hilton San Jose and
Grill  Concepts Inc and the Addendum to February 28, 1998  Management  Agreement
for the City Bar and Grill in the San Jose  Hilton  Hotel  dated  September  01,
1998.  If any  conflict  between  the  terms in the  Management  Agreement,  the
Addendum dated September 01, 1998 and the terms and conditions specified herein,
the terms and conditions in these provisions shall apply.

Management Fee

Starting  November  01,  2001,  Grill  Concepts  Inc will  defer a  portion  the
Management  Fee for nine (9) months;  Grill Concepts Inc. will defer half of the
agreed upon Management,  4% of Gross Receipts  ("Deferred  Fees"). On August 01,
2002 the originally  agreed upon Management Fees (4% of Gross Rreceipts) will be
re-instated  along with an extra fee equal to one (1) percent of Gross  Receipts
until the  Deferred  Fees have been fully paid to Grill  Concepts  Inc. In event
that Hilton  Hotels  terminates  the  Agreement on August 01, 2002,  or any time
after this date,  after having given 30 days notice,  Hilton  Hotels will not be
responsible for the deferred  Management  Fees. If Hilton Hotels  terminates the
Agreement before August 01, 2002, they will be responsible for the Deferred Fees
accrued through the date of termination.

If the Agreement is terminated at any time,  Grill  Concepts Inc. may remove all
its manuals, recipes and operating formulas.

HILTON HOTEL

By:________________
Its: General Manager

GRILL CONCEPTS, INC.

By: ________________
Its: President

</TEXT>
</DOCUMENT>
