**Exhibit 10.61**

** **

**FIRST AMENDMENT TO EMPLOYMENTAGREEMENT**

 

This FirstAmendment to the Employment Agreement (this “First Amendment”), dated asof December 18, 2006, is entered into by and among Peninsula Gaming, LLC, aDelaware limited liability company (“Employer”), Peninsula GamingPartners, LLP (“PGP”), a Delaware limited liability company, and NatalieSchramm (“Employee”).

WHEREAS, Employerand Employee entered into an Employment Agreement, dated as of July 29, 2004,(the “Agreement”); and

WHEREAS, theparties hereto desire to further amend the Agreement subject to the terms andconditions set forth herein.

NOW, THEREFORE, inconsideration of the mutual agreements and understandings set forth herein andfor good and valuable consideration the adequacy and receipt of which is herebyacknowledged, the parties hereto agree as follows:

1.             Clause (b) of Section 4 of theAgreement is hereby amended by deleting last two sentences thereof in theirentirety and replacing them with the following:

“Upon any termination of this Agreement or of Employee’s employmentwith the Employer hereunder for any reason, all Granted Units which shall havevested as of the date of termination or expiration of the Term, shall, upon therequest of the Employee be redeemed by PGP for cash at the fair market valuethereof (as determined below), within 90 days of the date of such request. Forpurposes of determining “fair market value” in connection with any redemptionhereunder, “fair market value” shall be determined by the Board of Managers ofPGP in its reasonable discretion.”

2.             Except as herein amended; theAgreement shall remain in full force and effect and is ratified in allrespects. During the Effective Period, each reference in the Agreement to “thisAgreement,” “hereunder,” “hereof,” “herein” or words of like import, and eachreference to the Agreement in any other agreements, documents or instrumentsexecuted and delivered pursuant to the Agreement, shall mean and be a referenceto the Agreement, as amended by this First Amendment.

3.             Capitalized terms used herein andnot otherwise defined shall have the meanings set forth in the Agreement.

4.             This Amendment may be executed intwo or more counterparts, each of which shall be deemed an original, but all ofwhich together shall constitute one and the same instrument.

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IN WITNESSWHEREOF, the parties hereto have caused this instrument to be duly executed asof the date first above written.

 
|        | PENINSULA  GAMING, LLC          |
|--------|---------------------------------|
|   |                            |
|   |                            |
|   | By:                             | /s/ M. Brent  Stevens |
|   |                            | Name: M. Brent  Stevens |
|   |                            | Title: Chief  Executive Officer |
|   |                            |   |
|   |                            |   |
|   | By:                             | /s/ Natalie  Schramm |
|   |                            | Natalie Schramm |
|   |                            |   |
|   |                            |
|   |                            |
|   |                            |
|   | PENINSULA GAMING  PARTNERS, LLP |
|   |                            |
|   |                            |
|   | By:                             | /s/ M. Brent  Stevens |
|   |                            | Name: M. Brent  Stevens |
|   |                            | Title: Chief Executive  Officer |

 

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