EQUIPMENT LEASE COMMITMENT

EXHIBIT 10.1

EQUIPMENT LEASE COMMITMENT

THIS EQUIPMENT LEASE COMMITMENT (“Agreement”) is made and entered into this 19th day of September, 2006, by and between DHW Leasing, L.L.C., a South Dakota limited liability company, 230 S. Phillips Avenue, Suite 202, Sioux Falls, SD 57104 (“DHW”) and Granite City Food & Brewery, Ltd., a Minnesota corporation, 5402 Parkdale, Suite 101, St. Louis Park, MN 55416 (“GCFB”).

In consideration of the mutual promises herein contained, and for other valuable consideration, the parties agree as follows:

1.                                         Equipment Finance Lease.  On the terms and conditions set forth in this Agreement, DHW agrees to provide GCFB equipment leases of equipment costing up to Sixteen Million Dollars ($16,000,000).  Subject to the total cost limitation of up to Sixteen Million Dollars ($16,000,000), the term stated in Section 4 and the per restaurant minimum and maximum cost limitations set forth below, DHW shall acquire and lease to GCFB all furniture, fixtures and equipment, as specified by GCFB (the “Equipment”) including without limitation computer office equipment, point of sale, hardware, software, smallwares and brewery equipment reasonably necessary for the operation of up to sixteen (16) GCFB restaurants.  DHW and GCFB will enter into a master lease in the form attached hereto as Exhibit A (“Master Lease”), which sets forth the general terms and conditions upon which each restaurant equipment lease will be governed.  Any capitalized terms not otherwise defined in this Agreement shall have the meaning set forth in the Master Lease.  A separate Schedule A will be completed and executed by the parties with respect to each restaurant for which Equipment will be purchased under this Agreement.  Each Schedule A (each referred to as a “Lease”) will be for Equipment which costs a minimum of $800,000 per restaurant and a maximum of $1,400,000 per restaurant.  Such amount shall include the sales and/or use tax on such Equipment.  Notwithstanding, DHW shall have the right to reject any request for financing for any restaurant that is not being developed and constructed by Dunham Capital Management, L.L.C.

2.                                         Rates, Payments and Fees.  The payments due under any Schedule A shall be based on a five-year amortization of the purchase price of the Equipment under such Schedule, calculated at an interest rate equal to the blended rate resulting from the following formula:

Bank Base Rate plus (6.00% X 80%) plus (3.00% X 20%) = Lease Rate

For example if the Bank Base Rate equals 8.5%, the Lease Rate equals:

8.50% + (6.00% X 80%) + (3.00% X 20%) =

8.5% + 4.8% + .6% = 13.9%

“Bank Base Rate” shall be the actual interest rate charged by DHW’s lender with respect to the term loan financing used to purchase the Equipment subject to any particular Lease.

GCFB shall pay DHW an origination fee equal to 0.25% of the principal amount financed under each Lease at the time each such Lease is executed by DHW and GCFB.  GCFB shall be responsible for all other filing and recording fees connected with origination of each loan underlying a Lease.  There shall be no other origination, commitment or other fees charged to GCFB.

3.                                         DHW Financing.  DHW shall enter into loan commitments substantially the same as the (i) two million dollar ($2,000,000.00) loan commitment with Dacotah Bank dated September 8 with no prepayment or refinancing penalty and accruing interest on any term loan made pursuant to such commitment at a rate equal to New York Prime less 0.5% (“Dacotah Bank Commitment”); (ii) a four million dollar ($4,000,000.00)  loan commitment with CorTrust Bank dated September 1, 2006 with no prepayment or refinancing penalty and accruing interest on any term loan made pursuant to such commitment at a rate equal to Wall Street Journal Prime (“CorTrust Commitment”); and (iii) a ten million dollar ($10,000,000.00) loan commitment with Great Western Bank, dated September 1, 2006 with a 1% refinance penalty applied to term loans if refinanced with outside debt and accruing interest on any term loan made pursuant to such commitment at a rate equal to the five-year U.S. Treasury Rate plus 350 basis points fixed for five (5) years (“Great Western Commitment”), (collectively the Dacotah Bank Commitment, the CorTrust Commitment and the Great Western Commitment are sometimes called the “Commitments”). All Commitments shall provide term loans which amortize over a five-year term.  All Commitments shall permit prepayment of any loan made pursuant to the Commitment on terms consistent with Section 3.c. herein.

(a)                                          Each time that DHW and GCFB enter into an Equipment Lease pursuant to the Master Lease, DHW shall execute a term loan pursuant to one of the Commitments for an amount not to exceed the cost of the Equipment.  DHW shall enter into term loans which utilize the Dacotah Bank Commitment and the CorTrust Commitment to the fullest extent possible before utilizing the Great Western Commitment unless GCFB provides written direction to use the Great Western Commitment.

(b)                                         In the event that DHW finds it necessary to replace one or more of the Commitments, DHW shall use its best efforts to obtain a replacement Commitment acceptable to GCFB with substantially the same or more favorable terms as the Commitment being replaced.  DHW shall pay each term loan underlying a Lease in accordance with its terms.

(c)                                          In the event that GCFB desires to pre-pay any Lease, it will be required to pay an amount equal to the outstanding principal amount of the term loan underlying such Lease at the time of such prepayment, in addition to the

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refinance penalty of 1% of the principal balance of the loan, if any, incurred by DHW on any Great Western loan with respect to any refinance of such Lease with outside debt.

(d)                                         DHW shall provide GCFB copies of the loan documents used to finance the purchase of the Equipment and the amount of any prepayment penalty for any proposed prepayment upon GCFB’s request.  Upon payme