Red Robin Gourmet Burgers (RRGB)

Principal Accountant Fees and Services

The following table summarizes the aggregate fees billed by Deloitte for the 2006 and 2005 fiscal years:

Audit Fees

Fees for audit services consisted of the audit of our annual financial statements and reports on internal controls required by the Sarbanes-Oxley Act of 2002, reviews of our quarterly financial statements and fees related to a review of our Uniform Franchise Offering Circular.

Audit-Related Fees

Fees for audit-related services billed in 2006 related to procedures performed in connection with our acquisition of 13 franchised restaurants.

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Principal Accountant Fees and Services

The following table summarizes the aggregate fees billed by Deloitte for the 2005 and 2004 fiscal years:

(a)           Fees for audit services consisted of the audit of our annual financial statements, statutory audits and reports on internal controls required by the Sarbanes-Oxley Act of 2002, reviews of our quarterly financial statements and fees related to a review of our Uniform Franchise Offering Circular. Audit services billed in 2004 also included fees of $57,558 related to a review of our registration statement, which became effective in August 2004.

(b)          Audit-related services billed in 2004 related to agreed upon procedures performed in connection with our marketing funds.

(c)           Fees for tax services billed in 2004 consisted of professional services rendered in connection with assistance in obtaining state and county incentives related to relocation of our corporate headquarters.

(d)          All other fees billed in 2005 consisted of license fees related to Deloite & Touche’s proprietary web-based research database.

The audit committee considered whether Deloitte’s provision of other non-audit services to the company is compatible with maintaining Deloitte’s independence. The audit committee discussed these services with the independent auditor and company management to determine that the services are permitted under the rules and regulations concerning auditor independence promulgated by the SEC to implement the Sarbanes-Oxley Act of 2002, as well as the American Institute of Certified Public Accountants. The audit committee concluded that the provision of non-audit services by Deloitte was compatible with the maintenance of independence in the conduct of their auditing functions.