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                                                                    EXHIBIT 10.1

                    AGREEMENT AND ASSIGNMENT OF LEASE RIGHTS

         This Agreement and Assignment of Lease Rights (the "Agreement") is made
as of the 30th day of May, 2003 by and between S&D Land Holdings, Inc., a
Minnesota corporation ("S&D"), and Famous Dave's of America, Inc., a Minnesota
corporation ("Famous").

                                   WITNESSETH:

         WHEREAS, S&D is currently the tenant under a certain lease (the
"Lease") with the Trustees of the H. Richard Knutson Revocable Intervivos Trust
dated September 27, 1991 for the real property commonly known as 2131 Snelling
Avenue North, Roseville, Minnesota, together with the building and improvements
thereon (the "Leased Premises"); and

         WHEREAS, in 1996, because of the then lack of working capital of
Famous, and as an accommodation to Famous, S&D purchased the tenant's interest
in the Lease and sublet the Leased Premises to Famous pursuant to a certain
sublease agreement, dated September 1, 1996 (the "Sublease Agreement"); and

         WHEREAS, S&D is owned and controlled by the Chairman of the Board and
Chief Executive Officer of Famous; and

         WHEREAS, Famous, because of recent changes in the law and corporate
environment and increased general public scrutiny regarding transactions with
officers and directors and other affiliated parties, wishes to obtain all of
S&D's interest in the Lease and Sublease, to eliminate a future relationship
with S&D relating to the Leased Premises; and

         WHEREAS, S&D is willing, upon the terms and conditions set forth
herein, to assign all of its interest in the Lease and Sublease Agreement to
Famous;

         NOW, THEREFORE, it is hereby agreed:

         1.       Assignment. S&D hereby assigns to Famous all of its right,
                  title and interest in the Lease. Termination of Sublease. S&D
                  and Famous each agree that the Sublease is hereby
                  terminated,and agree to prorate, effective May 30, 2003, all
                  rents, charges, expenses, and other items relating to the
                  Sublease.

         2.       Consideration. Famous agrees to pay to S&D the sum of Two
                  Hundred Forty Three Thousand Seven Hundred Seven Dollars
                  ($243,707) as full consideration for the assignment of lease
                  and termination of Sublease, which amount represents the
                  unamortized remaining balance of S&D' original purchase price
                  of the tenant's interest under the Lease, utilizing the ten
                  percent (10%) interest factor that was assumed by S&D and
                  Famous on January 1, 1996, at the time the Sublease was
                  executed.

         3.       Further Assurances. S&D and Famous each agree to take such
                  further action and execute such certificates and other
                  documents as may be necessary or appropriate to consummate the
                  transactions contemplated by this Agreement.

         4.       Miscellaneous. The provisions of this Agreement shall be
                  governed by the internal laws of the State of Minnesota. This
                  Agreement may not be amended except in writing and signed by
                  all the parties. No waiver of any provision hereunder shall be
                  effective unless in writing signed


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                  by the party waiving its rights. This Agreement constitutes
                  the entire agreement between S&D and Famous regarding the
                  subject matter thereof, and there are no other oral or written
                  agreements or inducements between them with respect to the
                  Leased Premises, Lease, or Sublease Agreement. This Agreement
                  may be executed in two or more counterparts, each of which
                  shall be an original but all of which shall constitute one and
                  the same instrument.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.

                                      S&D LAND HOLDINGS, INC.,
                                      a Minnesota corporation

                                      By       /s/ David W. Anderson
                                               --------------------------------
                                      Its      President

                                      FAMOUS DAVE'S OF AMERICA, INC.,
                                      a Minnesota corporation

                                      By       /s/ Kenneth Stanecki
                                               --------------------------------
                                      Its      Chief Financial Officer