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                                                                   EXHIBIT 4.48

                  ROBINSON PROPERTY GROUP LIMITED PARTNERSHIP,
                        A MISSISSIPPI LIMITED PARTNERSHIP

               INTERCOMPANY SENIOR SECURED NOTE DUE JUNE 15, 2000

$50,000,000                                                  New York, New York
Note Number: RPG-104                                           October 31, 1997


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               FOR VALUE RECEIVED, Robinson Property Group Limited Partnership
(the "Company"), a Mississippi limited partnership with its principal place of
business located at 1021 Casino Center Drive, Robinsonville, Mississippi 38664,
hereby promises to pay, jointly, severally and solidarily, to the order of
Horseshoe Gaming, L.L.C. (the "Payee"), a Delaware limited liability company
with its principal place of business located at 4024 Industrial Road, Las Vegas,
Nevada 89103, or its registered assigns, the principal amount of FIFTY MILLION
DOLLARS ($50,000,000), or such lesser amount as shall equal the aggregate unpaid
principal amount of this Note, and to pay interest thereon, as provided herein.
This Note is referred to herein individually as this "Note" and, collectively,
together with any other Notes which may be issued pursuant to Section 5 hereof,
as the "Notes." Certain capitalized terms used in this Note are defined in
Section 11 below.

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               THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS.
THIS SECURITY MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS THE
PROPOSED TRANSACTION DOES NOT REQUIRE REGISTRATION OR QUALIFICATION UNDER
FEDERAL OR STATE SECURITIES LAWS OR UNLESS THE PROPOSED TRANSACTION IS
REGISTERED OR QUALIFIED AS REQUIRED.

               THIS SECURITY IS SUBJECT TO REPURCHASE IF THE OWNERSHIP OF THIS
SECURITY BY ANY PERSON OR ENTITY WILL PRECLUDE, INTERFERE WITH, THREATEN OR
DELAY THE ISSUANCE, MAINTENANCE, EXISTENCE OR REINSTATEMENT OF ANY GAMING OR
LIQUOR LICENSE, OR PERMIT OR APPROVAL OF ANY GAMING AUTHORITY OR RESULT IN THE
IMPOSITION OF BURDENSOME TERMS ON SUCH LICENSE, PERMIT OR APPROVAL.

               THIS SECURITY IS SUBJECT TO REPURCHASE BY THE COMPANY, IN THE
EVENT THE MISSISSIPPI GAMING COMMISSION (OR ITS SUCCESSOR) FINDS THAT THE
BENEFICIAL OWNER OF SUCH SECURITY IS UNSUITABLE TO BE CONNECTED WITH A LICENSED
GAMING ENTERPRISE. REFERENCE IS MADE TO SECTION 75-76-233 OF THE MISSISSIPPI
GAMING CONTROL ACT AND REGULATION II(F)(2) OF THE REGULATIONS OF THE MISSISSIPPI
GAMING COMMISSION FOR A COMPLETE DESCRIPTION OF THE FOREGOING RESTRICTIONS.


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               1. Payments of Interest. Interest (computed on the basis of a
360-day year of twelve 30 day months) on the unpaid principal amount shall be
payable at the rate of 9.39% per annum from the date hereof, payable
semi-annually in arrears on each June 15 and December 15 of each year,
commencing on December 15, 1997, until said principal amount shall have become
due and payable.

               2. Payments of Principal.

               2.1 Optional Redemption. The Notes may be redeemed, in whole or
in part, on a pro rata basis, at any time or from time to time, at the option of
the Company at 100% of the outstanding principal amount hereof, together with
interest accrued thereon to the date fixed for such optional redemption, without
premium or penalty. Upon receipt of any redemption payment, the holder of this
Note (the "Holder"; together with the holders of other Notes, the "Holders")
shall make a notation on this Note of such payment received and shall provide
the Company with evidence acceptable to the Company that the payment has been
received by the Holder and so noted.

               2.2    Mandatory Redemptions.

               a. The Company shall be required to apply 100% of Cash Flow
Available for Redemption to redeem the Notes, in inverse order of maturity, on a
pro rata basis; in each case at 100% of the principal amount of Notes so to be
redeemed, together with accrued interest thereon to the date of such redemption,
within 45 days of the end of each of the Company's first three fiscal quarters
and within 75 days after the end of each of the Company's fiscal years. The end
of year redemption payment shall take account of all payments made in the
preceding three quarters and appropriate adjustments shall be taken.

               b. The remaining outstanding principal balance of the Notes plus
all interest accrued thereon is due in full on June 15, 2000.

               c. The Company will give written notice of any redemption of the
Notes pursuant to paragraph (a) of this Section 2.2 to the Holders of Notes not
less than 30 days, nor more than 60 days, prior to the date fixed for such
redemption in such notice, which notice shall specify the principal amount of
the Notes so to be redeemed, together with the amount of interest accrued
thereon, and the date fixed for such redemption.

               2.3    Redemption Pursuant to Gaming Laws.

               a. Subject to the provisions of subsection (b) below with regard
to the Mississippi Gaming Commission and notwithstanding any other provision of
this Agreement, if the ownership of this Note by any person or entity will
preclude, interfere with, threaten or delay the issuance, maintenance, existence
or reinstatement of any gaming or liquor license, or permit or approval of any
Gaming Authority, or result in the imposition of burdensome terms or




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conditions on such license, permit or approval, as determined by any
Governmental Authority or the general partner of the Company (including, without
limitation, such Holder failing to qualify or to be found suitable under
applicable Gaming Laws), such Holder shall be obligated, at the request of the
Company, to dispose of this Note (subject to any restrictions on the transfer of
this Note set forth herein or otherwise provided by applicable law and subject
to any approvals by any Gaming Authority that may be required) within thirty
(30) days (or such other time period required by any Gaming Authority) after
receipt of notice of such determination by any Governmental Authority or the
general partner (in which event the Company shall have no obligation to pay any
interest to such Holder), and if this Note is not so disposed of within the
required period, the Company shall have the right to redeem such Holder's Note
at a redemption price equal to the principal amount of this Note, without
accrued interest, if any. Any Holder or beneficial owner of this Note that is
required to qualify or be found suitable under applicable Gaming Laws must pay
all investigative fees and costs of the Gaming Authorities in connection with
such application therefor.

               b. Each Holder, by accepting this Note, shall be deemed to have
agreed (to the extent permitted by applicable law) that if the Mississippi
Gaming Commission requires that a person who is a Holder or beneficial owner of
this Note must be licensed or found suitable under applicable gaming laws, such
Holder or beneficial owner shall apply for a license or a finding of suitability
within the required time period. If such Holder fails to apply or become
licensed or is not found suitable, the Company may elect, at its option (i) to
require such Holder to dispose of this Note or beneficial interest therein
within 10 days of receipt of notice of the Company's election or such time as
may be ordered by the Mississippi Gaming Commission, or (ii) to redeem this Note
at a price equal to the principal amount of this Note, excluding accrued and
unpaid interest from the date the Mississippi Gaming Commission serves notice to
the Company of a determination of unsuitability to the redemption date, in
accordance with applicable law.

               c. Any redemption notice given by the Company under this Section
2.3 shall state (i) that this Note is being called for redemption as a result of
the Holder's or beneficial owner's status under the relevant Gaming Laws, (ii)
the redemption date, (iii) the redemption price and (iv) the place or places
where this Note is to be surrendered for payment of the redemption price.

               3. Repurchase of Notes at the Option of the Holder Upon a Change
of Control.

               a. In the event that a Change of Control has occurred, each
Holder of Notes will have the right to require the Company to repurchase all or
any part of such Holder's Notes on the date that is no later than thirty (30)
Business Days after the occurrence of such Change of Control (the "Change of
Control Payment Date"), at a cash price equal to one hundred one percent (101%)
of the principal amount thereof (the "Change of Control Offer Price"), plus
accrued and unpaid interest, if any, to and including the Change of Control
Payment Date.




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               b. In the event that, pursuant to this Section 3, the Company
shall be required to commence a Change of Control Offer, the Company shall
deliver a notice to each of the Holders, which shall govern the terms of any
Change of Control Offer and shall state:

                        (i) that the Change of Control Offer is being made
pursuant to this Section 3 and that all Notes or portions thereof tendered on or
prior to the Change of Control Payment Date will be accepted for payment;

                        (ii) the Change of Control Offer Price (including the
amount of accrued and unpaid interest) and the Change of Control Payment Date;

                        (iii) that any Note, or portion thereof, not tendered or
accepted for payment will continue to accrue interest;

                        (iv) that the tender of any Note, or portion thereof,
shall be irrevocable; and

                        (v) a brief description of the events resulting in such
Change of Control.

               c. On the Change of Control Payment Date, the Company shall
redeem all Notes, or parts thereof, tendered in response to the Change of
Control Offer.

               4. Security Interest. The obligations of the Company under the
Notes to the Payee, as Payee of the Notes, and to the holders of the Senior
Secured Credit Facility Notes and the Senior Notes, as assignees of the Notes
are secured, inter alia, by (a) the Tunica County Deed of Trust granting a first
mortgage in all of the land in Tunica County, Mississippi on which the Horseshoe
Tunica Casino is located, all such other land owned by the Company which is
included on an exhibit to the Tunica County Deed of Trust and all personal
property used in connection with such real property, (b) the Tunica County
Second Deed of Trust, (c) the Tunica County Preferred Ship Mortgage, (d) the
Tunica County Second Ship Mortgage, (e) the Tunica County Security Agreement and
(f) the Tunica County Second Security Agreement.

               5. Registration, Transfer and Exchange of Notes. The Company will
keep at its principal executive office a note register in which, subject to such
reasonable regulations as it may prescribe, but at its expense (other than
transfer taxes, if any), it will provide for the registration and transfer of
this Note.

               This Note may not be sold, transferred, pledged or hypothecated
unless the proposed transaction does not require registration or qualification
under the Securities Act or an applicable state securities or blue sky law or
unless an exemption from such registration is available. The transferor of this
Note shall be required to deliver an opinion as to the applicable exception in
connection with any such transfer. The transferee of this Note shall be required
to deliver an acknowledgment of Section 2.3.




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               The Company shall not be required to register any transfer of
this Note if the Company reasonably believes such transferee would not be
approved as a transferee by the relevant Gaming Authority.

               The Holder of this Note, at such Holder's option, may surrender
the same for transfer or exchange either at the principal executive office of
the Company or at the place of payment named herein, accompanied in the case of
a transfer or assignment by a written instrument of transfer or assignment in
form satisfactory to the Company duly executed by the registered Holder thereof
or by such Holder's attorney duly authorized in writing. In case any Holder
shall so request the transfer, assignment or exchange of this Note, the Company,
at its expense, will execute and deliver (in each case insured to your
reasonable satisfaction) in exchange therefor one or more new Notes, as may be
requested by such Holder, in the same aggregate unpaid principal amount as the
aggregate unpaid principal amount of the Note or Notes so surrendered. Any Note
issued in exchange for any other Note or upon transfer thereof shall carry the
rights to unpaid interest and interest to accrue which were carried by the Note
so exchanged or transferred, and neither gain nor loss of interest shall result
from any such transfer or exchange. Notwithstanding the foregoing, Notes may not
be issued in denominations of less than $50,000 (except if the entire
outstanding principal balance of the Notes of such Holder is less than $50,000,
in which case one Note for the entire outstanding principal amount of the Notes
of such Holder may be issued).

               The Company and any agent of the Company may treat the Holder in
whose name any Note is registered as the owner of such Note for the purpose of
receiving payment of the principal of and premium (if any) and interest on such
Note and for all other purposes whatsoever, whether or not such Note be overdue.

               Notwithstanding anything contained herein to the contrary, the
provisions of this Section 5 shall not apply in connection with any of the
transactions contemplated by the HG Note Assignment.

               6. Reserve Accounts. The Company may retain in a separate account
(the "Construction Reserve Account") an amount not in excess of $15 million, to
be utilized by the Company for the construction of additional hotel rooms and an
entertainment facility at the Horseshoe Tunica Casino (the "Construction
Project"). The amount which may be held in the Construction Reserve Account will
be reduced as the Company utilizes funds for the Construction Project. In
addition, the Company may retain in a separate account (the "Operating Reserve
Account") as an operating reserve, an amount not in excess of $5 million. If the
balance of the Operating Reserve Account shall at any time be reduced below $5
million, additional Available Cash Flow may be credited to the Operating Reserve
Account until the total in the Operating Reserve Account is equal to $5 million.
Amounts in the Operating Reserve Account may be used only for operating expenses
of the Horseshoe Tunica Casino or to redeem Notes. Without limiting the
generality of the foregoing, no amounts in the Operating Reserve Account may be
used for capital expenditures or to make Investments except as permitted in the
Senior Secured Credit Facility Note Purchase Agreement.




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               7. Events of Default; Remedies.

               7.1 Events of Default Defined; Acceleration of Maturity. If any
of the following events ("Events of Default") shall occur and be continuing (for
any reason whatsoever and whether it shall be voluntary or involuntary or by
operation of law or otherwise):

               a. default shall be made in the payment of the principal of this
Note when and as the same shall become due and payable, whether at stated
maturity, by acceleration, by mandatory redemption or otherwise;

               b. default shall be made in the payment of any interest on this
Note when and as such interest shall become due and payable, and such default
shall have continued for a period of thirty (30) days; or

               c. An "Event of Default," as defined in either the Senior Secured
Credit Facility Note Purchase Agreement or the Indenture, shall have occurred
and be continuing;

then upon the occurrence of any Event of Default, the Majority Noteholders by
written notice to the Company, may declare the unpaid principal amount of all
Notes to be, and the same shall forthwith become, due and payable, together with
the interest accrued thereon and all other amounts payable by the Company
hereunder, provided, during the existence of an Event of Default under clause
(a) or (b) of this Section 7.1 with respect to any Note, the Holder of such
Note, by written notice to the Company, may declare such Note to be, and the
same shall forthwith become, due and payable, together with the interest accrued
thereon and all other amounts payable by the Company hereunder. If any Holder of
any Note shall exercise the option specified in the proviso to the preceding
sentence, the Company will forthwith give written notice thereof to the Holders
of all other outstanding Notes and each such Holder (whether or not such notice
is given or received), by written notice to the Company, may declare the
principal of all Notes held by it to be, and the same shall forthwith become,
due and payable, together with the interest accrued thereon and all other
amounts payable by the Company hereunder.

               The provisions of this Section are subject, however, to the
condition that if, at any time after any Note shall have so become due and
payable, the Company shall pay all arrears of interest on such Note and all
payments on account of the principal on such Note and any other amounts owing
which shall have become due otherwise than by acceleration (with interest on
such principal, and, to the extent permitted by law, on overdue payments of
interest, at the rate specified in the Notes) and all Events of Default (other
than nonpayment of principal of and accrued interest on Notes, due and payable
solely by virtue of acceleration) shall be remedied or waived pursuant to
Section 8, then, and in every such case, the Majority Noteholders, by written
notice to the Company, may rescind and annul any such acceleration and its
consequences; but no such action shall affect any subsequent Event of Default or
impair any right consequent thereon.





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               8. Amendment and Waiver. a. Any term, covenant, agreement or
condition of the Notes, with the consent of the Company may be amended, or
compliance therewith may be waived (either generally or in a particular instance
and either retroactively or prospectively), by one or more substantially
concurrent written instruments signed by the Majority Noteholders; provided,
however, that

               (i)    no such amendment or waiver shall

                      (x) reduce the principal of, or reduce the rate of or
               change the time for payment of interest on or any premium payable
               with respect to, any Note, or extend the maturity of any Note,
               without the consent of the Holder of each Note so affected, or

                      (y) modify any of the provisions of the Notes with respect
               to the payment or prepayment thereof, or reduce the percentage of
               Holders of Notes required to approve any such amendment or
               effectuate any such waiver, or amend this Section 8 without the
               consent of the Holders of all of the Notes at the time
               outstanding; and

               (ii) no such waiver shall extend to or affect any obligation not
expressly waived or impair any right consequent thereon; and

provided, further, until the pledge of the Notes under the HG Note Assignment
has been released, no action may be taken by the Majority Noteholders or at
their direction or pursuant to their consent by the Company or the Majority
Noteholders under the Notes without the consent of the pledgees under the HG
Pledge Agreement.

               b. Any amendment or waiver pursuant to subsection (a) of this
Section 8 shall apply equally to all the Holders of the Notes and shall be
binding upon them, upon each future holder of any Note and upon the Company, in
each case whether or not a notation thereof shall have been placed on any Note.

               c. So long as any outstanding Notes are owned by the Payee or any
other Holder, the Company will not solicit, request or negotiate for or with
respect to any proposed waiver or amendment of any of the provisions of the
Notes unless each Holder of any Note (irrespective of the amount of Notes then
owned by it) shall be informed thereof by the Company and shall be afforded the
opportunity of considering the same and shall be supplied by the Company with
sufficient information to enable it to make an informed decision with respect
thereto. Executed or true and correct copies of any amendment or waiver effected
pursuant to the provisions of this Section 8 shall be delivered by the Company
to each Holder of outstanding Notes forthwith following the date on which the
same shall have been executed and delivered as set forth herein.





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               9. Notices. All notices and other communications provided for in
this Note shall be in writing and delivered, telecopied or mailed, first class
postage prepaid, addressed:

                    (i) if to the Company:

                        ROBINSON PROPERTY GROUP LIMITED PARTNERSHIP,
                        A MISSISSIPPI LIMITED PARTNERSHIP
                        1021 Casino Center Drive
                        Robinsonville, Mississippi 38664

                        Attention:    Chief Financial Officer

                   (ii) if to the Payee, at the address set forth on the first
               page of this Note or at such other address as the Payee may
               hereafter designate by notice to the Company, and

                  (iii) if to any other Holder of the Notes, at the address of
               such Holder as it appears on the note register.

        Any such notice or communication shall be deemed to have been duly given
when delivered or telecopied and, if mailed, two days after deposit in the U.S.
mail.

               10. Remedies Cumulative. No remedy herein conferred upon the
Holder of this Note is intended to be exclusive of any other remedy and each and
every such remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law or in equity or by
statute or otherwise.

               11. Definitions. Except as otherwise specified or as the context
may otherwise require, the following terms shall have the respective meanings
set forth below when used in this Note:

               "Affiliate" means (i) any person directly or indirectly
controlling or controlled by or under direct or indirect common control with HG
or any of its Subsidiaries (other than Horseshoe Club Operating Company, a
Nevada corporation), including, without limitation, Jack Binion and Phyllis
Cope, (ii) any spouse, immediate family member or other relative as any person
described in clause (i) above, (iii) any trust in which any person described in
clause (i) or (ii) above has a beneficial interest, and (iv) any trust
established by any person described in clause (i) or (ii) above, whether or not
such person has a beneficial interest in such trust. For purposes of this
definition, the term "control" means (a) the power to direct the management and
policies of a person, directly or through one or more intermediaries, whether
through the ownership of voting securities, by contract or otherwise, or (b) the
beneficial ownership of 10% or more of any class of voting Capital of an entity,
unless some other person beneficially owns a greater percentage of any class of
voting Capital of such entity.




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               "Available Cash Flow" shall mean for any fiscal year the sum of
pre-tax net income of the Company and the aggregate of depreciation,
amortization and depletion of the Horseshoe Tunica Casino for such fiscal year,
less the aggregate Permitted Tax Distributions of the Company for such fiscal
year.

               "beneficial owner" for purposes of the definition of Change of
Control has the meaning attributed to it in Rules 13d-3 and 13d-5 under the
Exchange Act, whether or not applicable, except that a "person" shall be deemed
to have "beneficial ownership" of all shares that any such person has the right
to acquire, whether such right is exercisable immediately or only after the
passage of time.

               "Board of Managers" means, with respect to any person that is a
limited liability company, the Board of Managers of such person, acting as a
group, or any committee of the Board of Managers of such person authorized, with
respect to any particular matter, to exercise the power of the Board of
Managers.

               "Business Day" means each Monday, Tuesday, Wednesday, Thursday
and Friday that is not a day on which banking institutions in New York, New York
are authorized or obligated by law or executive order to close.

               "Capital" means (i) with respect to any corporation, any and all
shares of stock issued by that corporation and (ii) with respect to any other
person, any partnership interest, joint venture interest, limited liability
company member interest or other form of equity sharing or participation
interest, as applicable.

               "Cash Flow Available for Redemption" shall mean for any fiscal
year the remainder of Available Cash Flow for such fiscal year, less amounts
credited to the Operating Reserve Account for such fiscal year.

               "Change of Control" means (i) prior to the completion of a bona
fide underwritten initial public offering by HG, the failure at any time of
Excluded Persons as a group to own and control at least 40% of the issued and
outstanding Capital of HG; (ii) after the completion of a bona fide underwritten
initial public offering by HG, the acquisition, in one or more transactions, of
beneficial ownership by (A) any person or entity (other than an Excluded Person)
or (B) any group of persons or entities (excluding any group in which Excluded
Persons beneficially own in the aggregate at least 75% of the equity and voting
interests beneficially owned by the group) who constitute a group (within the
meaning of Section 13(d)(3) of the Exchange Act), in either case, of Capital of
HG such that, as a result of such acquisition, such person, entity or group
beneficially owns (within the meaning of Rule 13d-3 under the Exchange Act),
directly or indirectly, 30% or more of the Capital of HG then outstanding;
provided, however, that no Change of Control shall be deemed to have occurred if
(A) Excluded Persons beneficially own, in the aggregate, at such time, a greater
percentage of Capital of HG than such other person, entity or group or (B) at
the time of such acquisition, Excluded Persons (or any of them) possess the
ability (by contract or otherwise) to elect, or cause the election, of a
majority of the members




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of HG's Board of Managers; (iii) any merger or consolidation of HG with or into
any person or any sale, transfer or other conveyance, whether direct or
indirect, of all or substantially all of the assets of HG, on a consolidated
basis, in one transaction or a series of related transactions, if immediately
after giving effect to such transaction or transactions, any person or group
(other than Excluded Persons or groups including Excluded Persons to the extent
contemplated by clause (i) or (ii) above, whichever is then applicable) is or
becomes the beneficial owner, directly or indirectly, of more than the
percentage of the Capital of HG contemplated by clause (i) or (ii) above,
whichever is then applicable; or (iv) during any period of 12 consecutive months
after October 10, 1995, individuals who at the beginning of any such 12-month
period constituted the Board of Managers of HG (together with any new managers
whose election by such Board or whose nomination for election by the members of
HG was approved by a vote of a majority of the managers then still in office who
were either managers at the beginning of such period or whose election or
nomination for election was previously so approved), cease for any reason to
constitute a majority of the managers of HG then in office.

               "Collateral Agent" means United States Trust Company of New York,
as collateral agent for the holders of the Senior Notes.

               "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations promulgated by the Securities and
Exchange Commission thereunder.

               "Excluded Person" means (a) HG or any Subsidiary of HG, (b) any
employee benefit plan of HG or any trustee or similar fiduciary holding Capital
of HG for or pursuant to the terms of any such plan, (c) Jack Binion, (d)
Phyllis Cope and (e) members of the families and Affiliates (where the
determination of whether a person is an Affiliate is made without reference to
clause (b) of the definition of such term) of the foregoing persons.

               "Gaming Authority" means any Governmental Authority with the
power to regulate gaming in any Gaming Jurisdiction, and the corresponding
Governmental Authorities with the responsibility to interpret and enforce the
laws and regulations applicable to gaming in any Gaming Jurisdiction.

               "Gaming Jurisdiction" means any Federal, state or local
jurisdiction in which the Company or any entity in which the Company has a
direct or indirect beneficial, legal or voting interest conducts casino gaming,
now or in the future.

               "Gaming Law" means any law, rule, regulation or ordinance
governing gaming activities (including, without limitation, the Mississippi
Gaming Control Act, in each case including all amendments or modifications
thereof), any administrative rules or regulations promulgated thereunder, and
any of the corresponding statutes, rules and regulations in each Gaming
Jurisdiction.

               "Governmental Authority" means any agency, authority, board,
bureau, commission, department, office or instrumentality of any nature
whatsoever of the United States




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or a foreign government, any state, any province or any city or other political
subdivision or otherwise and whether now or hereafter in existence, or any
officer or official thereof, and any maritime authority.

               "HG" means Horseshoe Gaming, L.L.C., a Delaware limited
liability company.

               "HG Note Assignment" means the Note Assignment, executed as of
October 10, 1995, by HG in favor of the holders of the Senior Secured Credit
Facility Notes and the Collateral Agent, for the benefit of the holders of the
Senior Notes.

               "Indenture" means the Indenture, dated as of October 10, 1995,
among HG, the Company, as guarantor, and U.S. Trust Company of California, N.A.,
as trustee.

               "Investments" shall have the meaning set forth in the Senior
Secured Credit Facility Note Purchase Agreement.

               "Majority Noteholders" means, at any time, the holders of a
majority of the aggregate principal amount of Notes then outstanding.

               "Permitted Tax Distributions" shall have the meaning set forth
in the Senior Secured Credit Facility Note Purchase Agreement.

               "Senior Notes" means the 12.75% Senior Notes due September 30,
2000, issued by HG, pursuant to Indenture.

               "Senior Secured Credit Facility Note Purchase Agreement" means
the Senior Secured Credit Facility Note Purchase Agreement, dated as of October
10, 1995, among HG, the Company, as guarantor, and the purchasers named therein.

               "Senior Secured Credit Facility Notes" means the notes issued by
HG pursuant to the Senior Secured Credit Facility Note Purchase Agreement.

               "Subsidiary" with respect to any person, means (i) any
corporation, association or other business entity of which more than 50% of the
total voting power of Capital entitled (without regard to the occurrence of any
contingency) to vote in the election of directors, managers or trustees thereof
is at the time owned or controlled, directly or indirectly, by such person or
one or more of the other Subsidiaries of that person (or a combination thereof)
and (ii) any partnership (a) the sole general partner or the managing general
partner of which is such person or a Subsidiary of such person or (b) the only
general partners of which are such person or one or more Subsidiaries of such
person (or any combination thereof). When used with respect to HG, "Subsidiary"
shall be deemed to include any direct Subsidiary of HG and each indirect
Subsidiary that is a direct Subsidiary of HG or one or more of its direct or
indirect Subsidiaries. Notwithstanding the foregoing, no Unrestricted Subsidiary
(as defined in the Senior Secured Credit Facility Note Purchase Agreement) shall
be a Subsidiary of HG or any of its Subsidiaries.




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               "Tunica County Deed of Trust" means the Deed of Trust, Security
Agreement and Assignment of Leases and Rents, dated as of October 10, 1995,
executed by the Company in favor of HG and the holders of the Senior Secured
Credit Facility Notes, as the same may be amended from time to time in
accordance with its terms.

               "Tunica County Preferred Ship Mortgage" means the preferred ship
mortgage, executed by the Company in favor of HG and the holders of the Senior
Secured Credit Facility Notes, as the same may be amended from time to time in
accordance with its terms.

               "Tunica County Second Deed of Trust" means the Second Deed of
Trust, Security Agreement and Assignment of Leases and Rents, dated as of
October 10, 1995, executed by the Company in favor of HG and the Collateral
Agent, for the benefit of the holders of the Senior Notes as the same may be
amended from time to time in accordance with its terms.

               "Tunica County Second Security Agreement" means the financing
statement and second security agreement, dated as of October 10, 1995, executed
by the Company in favor of HG and the Collateral Agent, for the benefit of the
holders of the Senior Notes , as the same may be amended from time to time in
accordance with its terms.

               "Tunica County Second Ship Mortgage" means the Second Ship
Mortgage, executed by the Company in favor of HG and the Collateral Agent, for
the benefit of the holders of the Senior Notes, as the same may be amended from
time to time in accordance with its terms.

               "Tunica County Security Agreement" means the financing statement
and security agreement, dated as of October 10, 1995, executed by the Company in
favor of HG and the holders of the Senior Secured Credit Facility Notes, as the
same may be amended from time to time in accordance with its terms.

               "Vessel Trustee" means Chemical Trust Company of California, as
vessel trustee for the holders of the Senior Secured Credit Facility Notes with
respect to the Tunica County Preferred Ship Mortgage.

               12. Governing Law. This Note shall be governed by and construed
in accordance with the internal laws of the State of New York.

               13. Severability. If any provision of this Note shall be held to
be invalid, illegal or unenforceable in any respect, such invalidity, illegality
or unenforceability shall not affect any of the provisions hereof and this Note
shall be construed as if such invalid, illegal or unenforceable provisions had
never been contained herein.

               14.    Miscellaneous.

               a. Payments of all amounts owing under this Note are to be made
at the address of the Payee stated on the first page of this Note or at such
other address as the Holder of




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this Note may designate from time to time in writing. Any payment date occurring
on any day other than a Business Day shall be deemed to be the next succeeding
Business Day.

               b. The Company promises to pay all costs and expenses, including
reasonable attorneys' fees, incurred in the collection and enforcement of this
Note. The Company hereby consents to renewals and extensions of time at or after
the maturity hereof, without notice, and hereby waives diligence, presentment,
protest, demand and notice of every kind and, to the full extent permitted by
law, the right to plead any statute of limitations as a defense to any demand
hereunder.



                                   ROBINSON PROPERTY GROUP LIMITED
                                   PARTNERSHIP,
                                   a Mississippi Limited Partnership

                                   By: Horseshoe GP, Inc., its General Partner


                                   By:     ____________________________________
                                   Name:   Walter J. Haybert
                                   Title:  Treasurer






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