Exhibit 4.9B


                                 ACKNOWLEDGMENT

            The undersigned hereby  acknowledges that (a) it has received a copy
of the  foregoing  Intercreditor  Agreement,  dated as of April  16,  2004  (the
"INTERCREDITOR   AGREEMENT";   undefined   capitalized   terms   used   in  this
Acknowledgment   have  the  meanings  assigned  to  them  in  the  Intercreditor
Agreement), by and among U.S. Bank National Association,  as Trustee and Secured
Party,  and Wells Fargo  Foothill,  Inc., as Credit  Facility Lender (as defined
below), and consents thereto, and agrees to recognize all rights granted thereby
to the Parties, and will not do any act or perform any obligation that is not in
accordance with the agreements set forth in such  Intercreditor  Agreement;  and
(b) it is not an  intended  beneficiary  or third  party  beneficiary  under the
Intercreditor Agreement.

                                            Dated June 16, 2004.






                                            PENINSULA GAMING, LLC, as an Issuer


                                            By:   /s/ M. Brent Stevens
                                               ---------------------------------
                                               Name:  M. Brent Stevens
                                               Title: Chief Executive Officer