**EXHIBIT10.4**

 

**AMENDMENT NO. 4 TO BRIDGE LOAN AGREEMENT**

** **

**AMENDMENT NO. 4 TO BRIDGE LOANAGREEMENT** (“Amendment”),dated effective August 10, 2009, is made by and among Granite City Food &Brewery Ltd. (“Granite City”), and Granite City Restaurant Operations, Inc.(“GCROI”) and Harmony Equity Income Fund, L.L.C. and Harmony Equity Income FundII, L.L.C., each South Dakota limited liability companies.

 

**RECITALS**

** **

1.                                       This Amendment amends the Bridge LoanAgreement by and among the foregoing parties dated March 30, 2009 (asamended, the “Agreement”).

 

2.                                       All capitalized terms used in thisAmendment and not otherwise defined shall have the meanings set forth in theAgreement.

 

3.                                       The parties hereto desire to extend thedate by which the Lenders are required to make additional loans to theBorrowers.

 

In consideration of the foregoing, the parties heretoagree as follows:

 

(a)           **Loans**. The reference to “April 30, 2009” in Section 2.1 of theAgreement is hereby replaced with “September 30, 2009.”

 

(b)           **Remainder of Agreement**. Except as provided herein, the terms of the Agreement unaffected by theAmendment shall remain in full force and effect.

 

[***Signature Pages Follow***]

 

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IN WITNESS WHEREOF, the parties hereto have causedthis Amendment to be executed as of the date first above written.

 
| **BORROWERS:**            | ** ** | **GRANITE CITY FOOD &  BREWERY LTD.** |
|---------------------------|------------|------------------------------------------------|
| ** **                | ** ** | ** **                                     |
|                      |       |                                           |
|                      |       | By:                                            | /s/ James G. Gilbertson |
|                      |       |                                           | Name: James G.  Gilbertson |
|                      |       |                                           | Its: Chief Financial  Officer |
|                      |       |                                           |
|                      |       | Address for Notices:                           |
|                      |       | 5402 Parkdale Drive,  Suite 101           |
|                      |       | Minneapolis, MN 55416                          |
|                      |       |                                           |
|                      |       |                                           |
|                      |       | **GRANITE CITY RESTAURANT  OPERATIONS, INC.**  |
|                      |       | ** **                                     |
|                      |       |                                           |
|                      |       | By:                                            | /s/ James G. Gilbertson |
|                      |       |                                           | Name: James G.  Gilbertson |
|                      |       |                                           | Its: Chief Financial  Officer |
|                      |       |                                           |
|                      |       | Address for Notices:                           |
|                      |       | 5402 Parkdale Drive,  Suite 101           |
|                      |       | Minneapolis, MN 55416                          |
|                      |       |                                           |
|                      |       |                                           |
| **ADMINISTRATIVE AGENT:** | ** ** | **HARMONY EQUITY INCOME FUND,  L.L.C.**        |
| ** **                | ** ** | ** **                                     |
|                      |       |                                           |
|                      |       | By:                                            | /s/ Eugene E. McGowan |
|                      |       |                                           | Name: Eugene E. McGowan |
|                      |       |                                           | Its: Managing Member |
|                      |       |                                           |
|                      |       | Address for Notices:                           |
|                      |       | 201 S. Phillips Avenue,  Suite 100        |
|                      |       | Sioux Falls, SD 57104                          |
|                           |            |                                                |  |  |

 

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| **LENDERS:** |   | **HARMONY EQUITY INCOME FUND,  L.L.C.** |
|--------------|--------|-----------------------------------------|
| ** **   |   | ** **                              |
| ** **   |   | ** **                              |
|         |   | By:                                     | /s/ Eugene E. McGowan |
|         |   |                                    | Name: Eugene E. McGowan |
|         |   |                                    | Its: Managing Member |
|         |   |                                    |
|         |   | Address for Notices:                    |
|         |   | 201 S. Phillips Avenue,  Suite 100 |
|         |   | Sioux Falls, SD 57104                   |
|         |   |                                    |
|         |   |                                    |
|         |   | **HARMONY EQUITY INCOME FUND,  L.L.C.** |
|         |   | ** **                              |
|         |   |                                    |
|         |   | By:                                     | /s/ Eugene E. McGowan |
|         |   |                                    | Name: Eugene E. McGowan |
|         |   |                                    | Its: Managing Member |
|         |   |                                    |   |
|         |   | Address for Notices:                    |
|         |   | 201 S. Phillips Avenue,  Suite 100 |
|         |   | Sioux Falls, SD 57104                   |
|              |        |                                         |  |  |

 

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