**Exhibit10.56**

**AMENDEDAND RESTATED OPERATOR’S AGREEMENT**

This Operator’sAgreement (“Agreement”) is made and entered into by and between the WorthCounty Development Authority, an Iowa not-for-profit corporation (the “WCDA”)and Diamond Jo Worth L.L.C., an Iowa Limited Liability Company (“Diamond Jo”)as of the 5th day of November, 2004.

WHEREAS, the WCDAis an Iowa non-profit corporation, with its principal place of business inWorth County, Iowa, which corporation intends to apply for a license to be grantedby the Iowa Racing and Gaming Commission (“the IRGC”) for a gaming facility,and

WHEREAS, DiamondJo wishes to enter into an Agreement with the WCDA as the operator of suchgaming facility pursuant to the rules and regulations of the IRGC.

NOW THEREFORE, forand in consideration of the mutual covenants herein contained, it is agreed asfollows:

1.             The parties agree to jointly submitan application to the IRGC (the “Application”) for a license pursuant to whichthey will operate a gaming facility in Worth County, Iowa.

2.             This agreement shall commence onthe date of its execution (the “Commencement Date”) and terminate on March 31,2015, unless terminated earlier pursuant to paragraph 12 below; provided, however,that so long as Diamond Jo has substantially complied with this Agreement andthe IRGC rules and the parties gaming license is renewed and/or in effect, DiamondJo is hereby granted the right to renew this Agreement for succeeding threeyear periods, the last of which shall terminate on the last date for licensedgaming as approved by Worth County voters pursuant to Chapter 99F of the Codeof Iowa.

3.             Diamond Jo as operator, shall beresponsible for the payment of the initial application fees, all annuallicensing fees as required by the IRGC, the payment of all premiums or any additionalfees required by the IRGC and all gaming taxes under the provisions of IowaCode Chapter 99F and its regulations and any amendments thereto, all of whichare required in order to maintain a gaming license.

4.             Diamond Jo agrees to provide WCDAwith all necessary accounting information required by the IRGC to calculate theadjusted gross receipts (which, for the purposes of this Agreement, shall bethe same calculation/formula used to determine the gaming taxes as assessedpursuant to Iowa Code Chapter 99F). Diamond Jo shall comply with all reasonable requests of the WCDA and/orthe IRGC, or any other regulatory body of competent jurisdiction to determinethe extent of the gaming tax or any fee required under this Agreement, andfurther agrees to make any payments required in a timely fashion.

5.

A.            Upon issuance of a gaming license bythe IRGC and commencing on the commencement of operations (and continuing forthe term of this Agreement), Diamond Jo shall

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pay a fee to the WCDAequal to 5.76% of each week’s adjusted gross receipts (as defined in Section99F.1(1) of the Iowa Code),  this feeshall include and be in lieu of any fee which might be imposed by a city under99F.10(3) of the Iowa Code.  The paymentshereunder shall be made by 12:00 Noon on Friday following the completion ofeach calendar week.

B.            From said sums, the WCDA shall beresponsible for all distributions required by Iowa Code Section 99F.5,Subsection 1, all of its administrative costs (other than initial applicationcosts), the annual DCI investigation of its board members as required, alllegal expenses, salaries, and all related costs associated with the administrationof its license.  Diamond Jo agrees tocontinue to advance WCDA $5,000 each month until commencement of operations, atwhich time Diamond Jo shall receive a credit for any amounts so advanced to theWCDA.

C.            Diamond Jo covenants and agrees tobe responsible for the payment of all regulatory charges as required by theIRGC.  Diamond Jo shall provide, at itsexpense, all necessary accounting and documentation to establish to thereasonable satisfaction of the WCDA, Worth county and the IRGC, the computationof the fees set forth above.

D.            In the event the wagering taxcharged by the State of Iowa under 99F.11 of the code of Iowa is increasedabove its current top bracket rate of 22% of the adjusted gross receipts, DiamondJo shall be entitled to a prorated credit against payments due under thisAgreement equal to the amount of such increased by any legislation tax payableto the state less any operational cost savings attributable to suchlegislation.

6.             Diamond Jo agrees to design,construct, operate and manage a casino with no less than 700 gamingpositions.  diamond Jo shall design and constructan approved body of water of sufficient size to meet IRGC requirements.  Diamond Jo commits to construct a two phase,100 room hotel development, subject to obtaining a third party equityinvestment proposal acceptable to Diamond Jo (and if necessary, the successfulcompletion of an intrastate securities offering) with commencement ofconstruction as soon as is commercially reasonable under the circumstance.

7.             Diamond Jo agrees to hold the WCDAharmless and to defend it from any and all claims arising out of Diamond Jo’soperation of the gaming facility and any related activity of Diamond Jorequired by this Agreement, city and county ordinances, or stat or federalstatues, and all regulations promulgated thereunder.  Diamond Jo shall be responsible for the paymentof all legal expenses incurred by the WCDA in defense of any such claim, andall costs attributable thereto including payments of any settlements, damageawards and interest thereon.  Diamond Joshall not be responsible for any acts or omissions of the WCDA, and theindemnity shall not apply thereto.

8.             The WCDA agrees with Diamond Jothat it will not enter into any agreements with any operators, and will. notmake application to the IRGC for any operator, to operate a gaming facility withinWorth County without first obtaining the written consent of Diamond Jo whichmay be withheld by Diamond Jo for any reason in Diamond Jo’s sole and absolutediscretion.  In addition, the WCDA agreesto take all reasonable steps available to the

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WCDA to prevent any otheroperator or excursion boat gambling license holder form conducting, operations withinWorth County without the written prior permission of Diamond Jo.

9.             It is agreed that this Agreement isintended to comply with and is subject to all the rules and regulations of theIRGC, the ordinances of Worth County, and the laws of the State of Iowa and ofthe United States of America.  The termsof this Agreement are subject to amendment to comply with any of saidrequirements or any changes in any laws or regulations.  In the event that nay provision of thisAgreement is determined to be invalid by a court of competent jurisdiction, theremaining provisions of this agreement shall remain in full force and effect.

10.           Diamond Jo agrees that it will provide,at its expense, within the time requirement set forth by the regulations of theIRGC, all necessary audits of financial transactions and conditions of theoperations conducted by Diamond Jo, as well as audits of the financialtransactions and conditions of Diamond Jo’s total operations as required by therules and regulations of the IRGC.

11.           Diamond Jo and the WCDA do herebyagree and covenant with each other to comply with the terms of Iowa Code,Section 99F, all chapters of the Iowa Code, the U.S. Federal Code, all Cityordinances of Worth County, and any and all regulations promulgated pursuant toany such law as duly adopted.  Bothparties represent an covenant with each other that they will cooperate witheach other on public relations and marketing issued as appropriate and take allother reasonable actions in order to achieve their mutual goals.

12.           In the event either Diamond Jo or theWCDA is deemed by the other or the IRGC not to be in compliance with the termsof this Agreement, the non-breaching party or the IRGC shall be entitled tospecific performance of the terms of this Agreement.  Further, the parties agree that in the eventof any operational default, the defaulting party shall be required to cure suchdefault to the satisfaction of the IRGC. In the event said party does not cure the default to the satisfaction ofthe IRGC, then the non-defaulting party may, at its option, after obtainingwritten approval from the IRGC and giving the other party thirty (30) dayswritten notice and opportunity to cure, declare this Agreement terminated.  This Agreement may be terminated by DiamondJo if the parties are not issued a license by the IRGC on or before January 1,2005, upon giving WCDA thirty (30) days written notice and opportunity to cure,upon the occurrences of any of the following event:

1.             Loss or suspension for more thanthirty (30) days of gaming, liquor or any governmental license required tooperate a gaming facility;

2.             Material breach of Diamond Jo’s obligationsunder this Agreement;

3.             Absence of an operation gamingfacility by Diamond Jo in Worth County for more than thirty (30) days in anytwelve-month period;

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If by reason of *Force Majeure* (as hereinafter defined) either party isunable to carry out, either in whole or in part, its obligations hereincontained, that party shall not be deemed in default and its obligations shallbe suspended so long as such inability continues, provided that it shall usecommercially reasonable efforts to perform its obligations.  “*Force Majeure*”shall mean acts of God, winds; hurricanes, tornadoes; fires; epidemic; landslides;earthquakes; floods; strikes; lockouts or other industrial disturbances; actsof public enemies, acts, failures to act or orders of any kind of governmental authorities,action in their regulatory or judicial capacity, which are unrelated to theperformance of Diamond Jo; insurrections, military action; war, whether or notit is declared; sabotage; riots; civil disturbances; explosions; or any causeor event, not reasonably within the control of either party, which precludesthat party from carrying out, in whole or in part, its obligations under thisAgreement.  However, *ForceMajeure* shall not excuse payment of Diamond Jo’s obligations under paragraph5.A. for the first four weeks of such occurrence; further, in the event that thereis no operational gaming facilities by Diamond Jo in Worth County for more thansix consecutive months at any time or a total of nine months during the term ofthis Agreement, Diamond Jo’s obligations herein shall no longer be excused.

13.           Diamond Jo agrees to provide the WCDAfinancial performance reports of Diamond Jo’s operations on a monthly basis.

14.           This Agreement embodies the entireagreement between the parties and may be amended or supplemented only by andinstrument in writing executed by the party against whom the enforcement issought.

15.           All representations, warranties andindemnities set forth in this Agreement shall survive the execution hereof.

16.           This Agreement may be executed in anumber of identical counterparts, and is so executed, each such counterpart isdeemed an original for all purposes, and all such counterparts shall collectivelyconstitute on agreement.

17.           This Agreement binds the partieshereto and inures to the benefit of their respective heirs, personal representatives,successors or assigns.

18.           In addition to the acts and deedsrecited in this Agreement and contemplated herein, the parties hereto shallexecute any and all additional agreements as may be necessary to consummate thetransactions contemplated by this Agreement and to fulfill the intentions ofthis Agreement.

19.           Time is of the essence of thisAgreement and each and every provision contained herein.

20.           In the event a dispute arises betweenthe parties, hereto, each party shall be responsible for paying its ownattorney’s fees and court costs, if any, incurred in connection with suchdispute.

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21.           If and in the event of a disputearising hereunder, venue is vested in the Iowa District Court for Worth county,or in any Federal District Court in Iowa which has jurisdiction.  Diamond Jo acknowledges that it has negotiatedin agreement in Worth County, Iowa, and has made numerous business contacts andentered into agreements relating to matters sufficient to confer jurisdictionon the Iowa District Court in and for Worth County.

22.           The parties hereto represent to eachother that each has the full right, power and authority to enter into thisAgreement and to fully perform its obligations. the person executing this Agreement warrant and represent that each hasthe authority to execute in the capacity stated and to bind the parties hereto.

23.           If, and in the event, any provisionof this Agreement is determined to be invalid for any reason, it shall be severedand all other provisions not determined invalid shall continue with full forceand effect.

24.           No failure by either party hereto, atany time, to require the performance by the other of any terms of thisAgreement, shall in any way affect the right of either party to enforce suchterms, nor shall any waiver, by either party of any terms hereof be taken orheld to be a waiver of any other provisions of this Agreement.  No waiver of any term or provision of thisAgreement shall be effective unless the same is in writing, signed by theparties hereto.

25.           This Agreement is entered into in theState of Iowa and shall be construed in accordance therewith, and all of therights and obligations hereunder shall be determined in accordance with the lawsof the State of Iowa.  This Agreement isexpressly subject tot the consent of the IRGC and Diamond Jo’s lenders.

This Agreement issigned and entered into as of the day and year first above written.
| **DIAMOND JO WORTH, L.L.C.**           | ** **                   |
|----------------------------------------|------------------------------|
|                                   |                         |   |
| By                                     |  /s/ Natalie Schramm    |   |
|                                   |                         |   |
| **WORTH COUNTY DEVELOPMENT AUTHORITY** |
| ** **                             | ** **                   |
| By                                     |  /s/ Steven C Miller Jr |   |

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