**Exhibit 10.58**

FORM OF INCENTIVE UNITAWARD AGREEMENT

THIS AGREEMENT(the “Agreement”), entered into as of the Grant Date (as defined in paragraph1), by and between the Participant and Peninsula Gaming Partners, LLC (the “Company”);

WITNESSETH THAT:

WHEREAS, theCompany maintains the Peninsula Gaming Partners, LLC 2004 Incentive Unit Plan(the “Plan”), which is incorporated into and forms a part of this Agreement,established under the Second Amended and Restated Operating Agreement of theCompany (the “LLC Agreement”) which is incorporated into and forms a part ofthis Agreement, and the Participant has been identified by the Board ofManagers of the Company to receive an Incentive Unit Award under the Plan;

NOW, THEREFORE, ITIS AGREED, by and between the Company and the Participant, as follows:

1.             Termsof Award.  The following terms usedin this Agreement shall have the meanings set forth in this paragraph 1:

(a)                                  The“Participant” is                            ,SS#/Tax I.D. No.                              .

(b)                                 The“Grant Date” is                            .

(c)                                  The“Covered Units” granted under this Agreement are initially                  Non-Voting Common Units which amount shall be adjusted as necessary from timeto time to at all times equal                 percent (      %)of the outstanding Units on a fully diluted basis.  “Covered Units” are subject to the terms ofthis Agreement, the Plan and the LLC Agreement.

(d)                                 “Principal”is                   .

Other terms usedin this Agreement are defined pursuant to paragraph 4 or elsewhere in thisAgreement.

2.             Award.  The Participant is hereby granted the numberof Covered Units set forth in paragraph 1. All certificates representing Covered Units shall remain in the custodyof the Company until such time as such Covered Units, or an Installmentthereof, are vested pursuant to paragraph 3, at which time the Board shalldeliver the certificates to Participant. Participant has delivered to the Board, a stock power duly endorsed in blankfor transfer of Covered Units. By execution hereof, Participant appoints theChief Executive Officer of the Company Participant’s attorney-in-fact totransfer the Units representing Covered Units on the register of the Company inthe event of a forfeiture, and irrevocably consents to the cancellation of theUnits so forfeited, the reissue to Participant of certificate(s) for CoveredUnits not so forfeited.

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3.             Distribution and Forfeiture ofNon-Voting Common Units.  If the Dateof Termination (as defined below) does not occur prior to the vesting datedescribed in this paragraph 3 with respect to any Installment of the CoveredUnits  (the “Restricted Period”), then,at the end of the Restricted Period for such Covered Units, the Participantshall become vested in the Installment of Covered Units.  With respect to all Covered Units, theapplicable Restricted Period shall begin on the Grant Date.  The Restricted Period with respect to eachInstallment shown on the schedule shall end on the Vesting Date applicable tosuch Installment:
| **INSTALLMENT**                              | ** ** | **VESTING DATE APPLICABLE TO  INSTALLMENT** |
|----------------------------------------------|------------|---------------------------------------------|
|       % of Covered Units |       | Immediately on date of Grant Date           |
|       % of Covered Units |       |                                        |
|       % of Covered Units |       |                                        |
|       % of Covered Units |       |                                        |

 

Notwithstandingthe foregoing provisions of this paragraph 3, the Participant shall becomevested in the Covered Units prior to the end of the Restricted Period asfollows:

(a)                                  TheParticipant shall become vested in all Covered Units prior to the date theCovered Units would otherwise become vested, if the Employment Agreement isterminated by the Company without Cause or by reason of Constructive Discharge.

(b)                                 Inthe event of a Change of Control or Recapitalization of the Company, theportion of the Participant’s Covered Units which have not become vested as ofthe date of the Change of Control or Recapitalization shall immediately vestconcurrently with the closing of such Change of Control or Recapitalization.

Subject to the additional restrictions on transferability set forthfrom time to time in the LLC Agreement, Covered Units may not be sold,assigned, transferred, pledged or otherwise encumbered until the expiration ofthe Restricted Period or, if earlier, until the Participant is vested in theCovered Units; provided, however, that if required by Participant’s lenderdescribed in Section 11.17 of the LLC Agreement,  Participant shall be permitted to pledge allof Participant’s Covered Units to such lender. Except as otherwise provided in this paragraph 3, the Participant shallforfeit the unvested portion of the Covered Units as of a Date of Terminationthat occurs during the Restricted Period

4.             Definitions.  For purposes of this Agreement, the termsused in this Agreement shall be subject to the following:

(a)                                  Business.  The term “Business” shall mean any businessconducted, engaged in or proposed to be conducted or engaged in by the Companyor any of its direct or indirect parents or subsidiaries as of the Grant Dateor at any time during the Participant’s performance of consulting services to the Company or its direct orindirect parents or subsidiaries.

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(b)                                 Cause.  The term “Cause” shall mean the validtermination by Company of Participant’s Employment Agreement, pursuant to               of the Employment Agreement.

(c)                                  Changeof Control.  The term “Change ofControl” shall have the meaning ascribed to such term in the LLC Agreement.

(d)                                 ConstructiveDischarge.  A Participant shall beconsidered to have been subject to a “Constructive Discharge” by the Company orits successor if, without the Participant’s express written consent (and exceptas a result of a prior termination of the Participant’s Employment Agreement),(i) the compensation to which Participant is entitled under the EmploymentAgreement is materially reduced or (ii) the Participant’s authority,perquisites, position or responsibility as set forth in the EmploymentAgreement are materially diminished, in each case, other than as a result of abreach by Participant under the Employment Agreement.

(e)                                  Dateof Termination.  The term “Date ofTermination” means the date the Company validly terminates the EmploymentAgreement.

(f)                                    EmploymentAgreement.  The term “EmploymentAgreement” shall mean that certain Employment Agreement between Company andParticipant dated as of                     ,as the same may be amended or restated from time to time.

(g)                                 LLCAgreement.  The term “LLC Agreement”means the Second Amended and Restated Limited Liability Company Agreement ofPeninsula Gaming Partners, LLC, as the same may be amended or restated fromtime to time.

(h)                                 Recapitalization.  The term Recapitalization shall mean anyrecapitalization, refinancing, or reclassification of the equity securities ofthe Company or any of its direct or indirect parents or subsidiaries (whetherby recapitalization, refinancing, reclassification, merger, consolidation,transfer of equity securities or otherwise), other than a Permitted C-Corp.Conversion (as defined in the LLC Agreement).

(i)                                     RestrictedPeriod.  The term “Restricted Period”shall have the meaning ascribed to it in paragraph 3 above.

(j)                                     Units.  The term “Units” shall have the meaningascribed to it in the LLC Agreement.

(k)                                  Planand LLC Agreement Definitions. Except where the context clearly implies or indicates the contrary, aword, term, or phrase used in the Plan or LLC Agreement is similarly used inthis Agreement.

5.             Heirs and Successors.  This Agreement shall be binding upon, andinure to the benefit of, the Company and its successors and assigns, and uponany person acquiring, whether by merger, consolidation, purchase of assets orotherwise, all or substantially all of the Company’s assets and business.  Subject to the transfer restrictions andrights and options contained in Article XI of the LLC Agreement, the PersonalRepresentative of a deceased or Disabled Participant shall succeed to theownership of the Participant’s Covered Units. The death or disability of the Principal shall give the other Members ofthe Company and the 

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Company,respectively, the right and option to acquire the Covered Units from theParticipant under the terms and conditions of Sections 11.5 and 11.6 of the LLCAgreement, as if the Principal, and not the Participant, was the “DecedentIndividual Member” as defined in Section 11.5 of the LLC Agreement, or the “AffectedMember” as defined in Section 11.6 of the LLC Agreement.

6.             Administration.  The authority to manage and control theoperation and administration of this Agreement shall be vested in the Board(except as delegated), and the Board shall have all powers with respect to thisAgreement as it has with respect to the Plan. Any interpretation of the Agreement by the Board or its delegates andany decision made by either of them with respect to the Agreement is final andbinding.

7.             Plan and LLC Agreement Govern.  Notwithstanding anything in this Agreement tothe contrary, the terms of this Agreement shall be subject to the terms of thePlan and the LLC Agreement, copies of which may be obtained by the Participantfrom the office of the Secretary of the Company.  Participant shall evidence Participant’sagreement to be subject to all terms and conditions of the LLC Agreement byexecution of the a counterpart to the LLC Agreement, if not already a Member.

8.             Legend.  In addition to legends required under the LLCAgreement, including, without limitation, and legends required under the GamingLaws, each certificate for Covered Units shall contain a legend readingsubstantially as follows:

ANY SALE, ASSIGNMENT, TRANSFER, PLEDGE, OR OTHERDISPOSITION OF THE UNITS REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY, ANDSUBJECT TO, THE TERMS AND PROVISIONS OF THE PENINSULA GAMING PARTNERS LLCAMENDED AND RESTATED 2004 INCENTIVE UNIT PLAN, AND AN AWARD AGREEMENT, ENTEREDINTO THEREUNDER.  A COPY OF THE PLAN ANDAWARD AGREEMENT ARE ON FILE WITH THE SECRETARY OF THE COMPANY.  BY ACCEPTANCE OF THIS CERTIFICATE, THE HOLDERHEREOF AGREES TO BE BOUND BY THE TERMS OF THE PLAN AND AWARD AGREEMENT.

9.             Purchase Option.  Participant acknowledges that the CoveredUnits are subject to the transfer restrictions set forth in the LLC Agreement.

10.           Taxes.  For purposes of complying with Section 7.3 ofthe LLC Agreement, the aggregate “Capital Accounts” of the Members immediatelyprior to the grant of Covered Units pursuant to this Agreement will be revaluedpursuant to Treasury Regulation Section 1.704-1(b)(2)(iv) and in the aggregateshall equal $                ($              per Unit).  No credit shall be made tothe Capital Account of the Participant in connection with the grant of CoveredUnits. Participant assumes all responsibility for any and all potential taxliability on account of this Agreement and the issuance of the CoveredUnits.  If Participant makes any taxelection relating to the treatment of Covered Units under the Internal RevenueCode, at the time of such election Participant shall promptly notify Company ofsuch election.

11.           Amendment.  Subject to compliance with applicable GamingLaws, this Agreement may be amended in accordance with the provisions of thePlan, and may otherwise be 

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amended by writtenagreement of the Participant and the Company without the consent of any otherperson.

12.           Applicable Law.  The provisions of this Agreement shall beconstrued in accordance with the laws of the State of Delaware, without regardto the conflict of law provisions of any jurisdiction.  With respect to matters having to do withGaming Laws, this Agreement shall be governed by the laws of the Statesproperly asserting jurisdiction as to those matters.  Any and all disputes, claims or controversiesof any and every kind or nature whatsoever arising from or regarding any of theterms or provisions of this Agreement, as well as arising from or regarding anyaspect of the termination of this Agreement, shall be settled and concluded byfinal and binding arbitration as provided in the Employment Agreement.

13.           Gaming Control.  No Covered Units and no interest, claim, orcharge therein or thereto shall be transferred in any manner whatsoever exceptin accordance with the provisions of the Gaming Laws.  Any transfer in violation thereof shall beineffective.  If a Gaming Authority findsthat Participant or a Principal is unsuitable to hold or continue to holdgaming licenses with respect to the Company or if Participant or the Principalshall voluntarily surrender his, her, or its gaming license, then theParticipant found to be unsuitable or otherwise surrendering his, her, or itslicense shall sell, and the Company shall purchase, his, her, or its CoveredUnits within such time frame and at the price required under the Gaming Laws,and if not otherwise so provided, at the price set forth in the LLC Agreement.

14.           Securities Law Compliance.  Covered Units have not been registered underthe Securities Act and are being, issued to Participant in reliance upon theexemption from such registration provided by Section 4(2) of the SecuritiesAct.  As an inducement to Company toissue Covered Units to Participant, and in order to establish the suitabilityof Participant for such an investment, Participant hereby represents andwarrants to Company as set forth on attached Exhibit A.

15.           Principal. The Principal shallevidence the acceptance of the benefits of this Agreement and shall be bound byall of the terms and conditions of this Agreement, as though a Party hereto, byPrincipal’s execution of this Agreement at the line provided below.

16.           Consent of Spouse.   Participant/Principal covenants that allright, title and interest in and to Participant Units whether separate orcommunity property, shall be governed by this Agreement and the LLC Agreement,and the spouse of Participant/Principal shall execute the consent attachedhereto as Exhibit B.  It isexpressly acknowledged that in case of divorce, the spouse executing theattached consent hall have no continuing interest in the Company and saidspouse does hereby waive any right to a continuing interest.  Any interest said spouse may have shall bedetermined by the divorce court in the form of a money order or judgmentagainst Participant/Principal.

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IN WITNESS WHEREOF, the Participant has executed thisAgreement, and the Company has caused these presents to be executed in its nameand on its behalf, all as of the Grant Date.

 
|                       |                            |   |
|-----------------------|---------------------------------|--------|
| Participant           |                            |
|                  |                            |
|                  | Peninsula Gaming  Partners, LLC |   |
|                  |                            |
| By:                   |                            |   |
| Its:                  |                            |   |
|                  |                            |
| AGREED AND  ACCEPTED: |                            |
|                  |                            |
| Principal             |                            |
|                  |                            |
|                  |                            |
|                       |                                 |        |  |

 

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**EXHIBIT A**

**SECURITIESREPRESENTATIONS**

COMPANY:                                                                              PeninsulaGaming Partners,  LLC, a Delaware limitedliability company.

SECURITY:                                                                                  CoveredUnits as defined in the INCENTIVE UNIT AWARD AGREEMENT to which this is anExhibit.

In connection withthe acquisition of the above-listed Security, Participant, represents andwarrants to Company the following:

(a)           Participant has such knowledge andexperience  in financial and businessmatters that Participant is capable of evaluating the merits and risks of theacquisition of the Security in return for the performance of the services.Participant is aware that the performance of the Consulting Services in returnfor the issuance of the Security involves a high degree of risk, andParticipant and Participant’s owners have sufficient economic resources to bearthe economic risk of the investment in the Security.  Participant is aware of Company’s businessaffairs and financial condition and has acquired sufficient information aboutCompany to reach an informed and knowledgeable decision to acquire theSecurity. Participant is  purchasing theSecurity for Participant’s own account for investment purposes only and notwith a view to, or for the resale in connection with, any “distribution”thereof for purposes of the Securities Act of 1933 (“Securities Act”).

(b)           Participant understands that inconnection with the transfer of the Security to Participant, the Company isrelying upon a specific exemption under the Securities Act, which exemptiondepends upon, among other things, the bona fide nature of Participant’s  investment intent as expressed herein.  In this connection Participant understandthat, in the view of the Securities and Exchange Commission (“SEC”), thestatutory basis for such exemption may be unavailable if Participantsrepresentations are predicated solely upon a present intention to hold theSecurity for the minimum capital gains period specified under tax statutes, fora deferred sale, for or until an increase or decrease in the market price ofthe Security or for a period of one year or any other fixed period in thefuture.

(c)           Participant further understand thatthe Security must be held indefinitely unless subsequently registered under theSecurities Act or unless an exemption from registration is otherwise available.Moreover, Participant understand that Company is under no obligation toregister the Security.

(d)           Participant is aware of theprovisions of Rule 144, promulgated under the Securities Act, which insubstance, permits limited public resale of “restricted securities” acquired,directly or indirectly from the issuer thereof (or from an affiliate of suchissuer), in a non-public offering subject to the satisfaction of certainconditions, including, among other things: The availability of certain public information about Company; the resaleoccurring not less than two years after the party has purchased and paid forthe securities to be sold; the sale being made through a broker in anunsolicited “broker’s transaction” or in transactions directly 

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with a marketmaker (as said term is defined under the Securities Exchange Act of 1934) andthe amount of securities being sold during any three-month period not exceedingthe specified limitations stated therein.

(e)           Participant further understand thatat the time Participant wishes to sell the Security there may be no publicmarket upon which to make such a sale, and that, even if such a public marketthen exists Company may not be satisfying the current public informationrequirements of Rule 144, and that, in such event, Participant would beprecluded from selling the Security under Rule 144 even if the two-year minimumholding period had been satisfied.

(f)            Participant further understands thatin the event all of the requirements of Rule 144 are not satisfied,registration under the Securities Act, compliance with Regulation A or someother registration exemption will be required; and that, notwithstanding thefact that Rule 144 is not exclusive, the staff of the SEC has expressed itsopinion that  proposing to sell privateplacement securities other than in a registered offering and otherwise thanpursuant to Rule 144 will have a substantial burden of proof in establishingthat an exemption from registration is available for such offers or sales andthat such Persons and their respective brokers who participate in suchtransaction do so at their own risk.

(g)           Participant has had access to thebooks and records of Company which has enabled Participant to obtaininformation concerning Company in order to evaluate the merits and risks of theinvestment in the Security.  Participanthas been furnished any documents, records, and other information relating toCompany which Participant has requested and has been afforded the opportunityto obtain any additional information necessary to verify the accuracy of anyinformation provided by Company.

(h)           Participant recognizes and covenantsthat the certificate for the Security will bear the legends set forth in theAgreement.
| DATED: |   |   |
|--------|--------|--------|
|   |   |   |
|   |   |   |
| By:    |   |   |

 

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**EXHIBIT BSPOUSE’S CONSENT**

I acknowledge that I have read the foregoing Agreementand that I know its contents.  I herebyapprove of the provisions of the Agreement, and agree that the Units held by myspouse in the Company and my interest in them are subject to the provisions ofthe Agreement and that I will take no action at any time to hinder operation ofthe Agreement on those Units or my interest in them.

I acknowledge and agree that any community propertyinterest held by me in the Units shall be governed by the terms of theAgreement as though entirely owned by my spouse as his separate property.

I further acknowledge and agree that my spouse has andwill continue to have the right, power and authority to represent and bind thecommunity on all matters relating to such interest, and I appoint my spouse asattorney-in-fact for such purpose.  Inthe event of dissolution of our marriage, I agree that I will not, in anydivorce proceeding or agreement settling community or other property rights andobligations between my spouse and myself, seek to become a legal or beneficialowner of, or holder of a security interest in, any Units subject to this Agreement.

Dated the       dayof                , 2004.
|        |                             |
|--------|----------------------------------|
|   | Spouse of  Participant/Principal |

 

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