<PAGE>   1
                                                                   EXHIBIT 10.22



                           EXCLUSIVE LICENSE AGREEMENT

               EXCLUSIVE LICENSE AGREEMENT dated as of July 2, 1998 (this
"Agreement"), by and between Horseshoe License Company, a Nevada corporation
("Licensor"), and Horseshoe Gaming, LLC, a Delaware limited liability company
("Licensee").

                                    RECITALS

               WHEREAS, Becky Binion Behnen ("Behnen") has commenced an action
in her individual capacity and styled in a derivative manner as a representative
of a purported class comprised of shareholders of Horseshoe Club Operating
Company (the "Company") other than Jack B. Binion ("Binion") (such shareholders
being Lonnie Ted Binion and Brenda Binion Michael) in the District Court of the
State of Nevada styled Becky Binion Behnen v. Jack B. Binion, Horseshoe Club
Operating Co.; Does I through X; and Roe Corporations I through X, inclusive,
Case No. A355289 (the "Action"), asserting certain claims arising out of
Binion's positions as President and director of the Company, and its largest
shareholder, including the claim of lost profits on other activities of Binion
in the gaming business, including, without limitation, the formation and
operation of Licensee;

               WHEREAS, in order to resolve any and all matters in controversy,
disputes, claims and differences among Binion, Behnen and the Company (as well
as the other members of the purported class), without incurring the expense and
distraction of further litigation, Binion and Behnen have reached a full and
final compromise and settlement of any and all matters in controversy, disputes,
claims and differences between them, including, but not limited to, all claims
that have been asserted in the Action or that could have been asserted in the
Action; and

               WHEREAS, as part of such settlement and compromise, the Company
has sold, conveyed, assigned, transferred and delivered to Licensor, an entity
controlled by Behnen, all of the Company's right, title and interest in the
trademarks, service marks and trade names and other proprietary interests more
fully described in the Intellectual Property Assignment Agreement dated as of
July 2, 1998, from and by the Company to the Licensor;

               WHEREAS, Licensor owns certain rights in the Property (as defined
below) and as part of the compromise and settlement of all matters in
controversy, Licensor and Behnen desire to grant, and Licensee and Binion desire
to obtain, free and clear of any threat of litigation or loss of the goodwill
built up in its business, an exclusive, perpetual, irrevocable license for the
use of the Property in the Territory (as defined below).

               NOW THEREFORE, in consideration of the foregoing premises and the
representations, warranties, covenants and agreements contained herein,
intending to be legally bound hereby, the parties hereto agree as follows:

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        1.     Exclusive License.

               a. Grant. Licensor hereby grants to Licensee, and Licensee
accepts, an exclusive, irrevocable, fully paid license to use the Property (the
"License") in perpetuity (the "Term") within the Territory. Such uses shall
include, without limitation, use in connection with (i) the operation of and
services provided by hotels, clubs, restaurants and casinos located in the
Territory (the "Operations"), (ii) the advertising, publicity and promotion (in
any and all media and signage now known or hereafter devised) of the Operations
and (iii) the manufacturing, distribution, marketing, advertising, publicity,
promotion and sale of products under or referencing any of the names, logos, or
other items included within the Property (the uses described in (i) through
(iii) are referred to hereinafter as the "Permitted Uses"). Nothing herein
contained shall be construed as an assignment or grant to Licensee of any right,
title, or interest in or to the Property. All rights relating to the Property,
except for the License, are reserved by Licensor; provided, that it is expressly
understood that such reservation of rights permits Licensor to use (only in a
manner substantially similar to the Permitted Uses) the Property only within the
State of Nevada subject to Licensor's right to advertise within the Territory in
the same manner as set forth in Section 1(b) below (the "Reserved Rights").

                      For purposes of this Agreement, "Property" means any of
the following, whether presently existing or hereafter created (A) all
registered and unregistered trade names, trademarks, service marks, copyrights,
and rights under or related to copyrights of Licensor, including without
limitation, those listed on Schedule 1(a) hereto and derivatives thereof, but
excluding "World Championship of Poker," "The World Championship of Poker" and
"World Series of Poker;" (B) the Internet domain names of Licensor listed on
Schedule 1(a) hereto; (C) designs, patterns, colors, symbols, art work, logos,
indicia, trade names, corporate names, company names, business names, trade
dress, trade styles, and other source or business identifiers of the Licensor;
(D) all unpatented secret formulas or processes known to a limited number of
affiliates of Licensor who use such formulas or processes, to a competitive
advantage, with respect to business of the Licensor, including, without
limitation, odds making, player tracking systems and customer mailing lists (the
"Trade Secrets"); (E) all registrations and applications for registration that
have been or shall be made or applied for by the Licensor in the United States
Patent and Trademark Office or any such or similar office in any country in the
world and all recordings thereof and all reissues, extensions, or renewals
thereof, and (F) all common law and other rights therein which relate to the
business of the Licensor and including, without limitation, those listed in
Schedule 1(a) hereto. In addition, "Property" includes, without limitation, any
derivations or variations of any of the foregoing.

               b. Territory. For purposes of this Agreement, "Territory" means
the universe, except for the State of Nevada; provided that in the event a
Permitted Use by the Licensee relating to advertising, publicity, promotion,
marketing or distribution shall occur within the State of Nevada (whether
through any on-line service, worldwide or other computer network (e.g., the
Internet), etc., or any other form of advertising, publicity, promotion,
marketing or distribution), each such use shall not be deemed a breach of this
Agreement and is expressly permitted.



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               c. Royalty. In addition to the compromise and settlement of any
and all matters in controversy, disputes, claims and differences among Binion,
Behnen and the Company, simultaneously with the execution of this Agreement,
Licensee shall pay to the Licensor a one-time license fee of $5,000, and, from
and after the date hereof, Licensee shall have a fully paid-up License to use
the Property as described above.

        2.     Covenants.

               a. Compliance with Laws. Each party agrees to comply in all
material respects with the provisions of applicable law, including without
limitation, the notice provisions of the copyright and trademark law of the
United States and other jurisdictions in the Territory. Each party agrees to
place appropriate notice of any applicable trademark, service mark or copyright
with respect to the Property.

               b.     Ownership and Goodwill.

                      i. Each party recognizes the value of the goodwill
associated with the Property and acknowledges that all rights based upon or
derived from the Property, including all rights therein and goodwill pertaining
thereto, belong to Licensor, subject to the License, and that the Property has a
secondary meaning in the mind of the public associated with Licensor and, as
used subject to the License, with Licensee. Each party agrees that it will not,
during the Term, do or permit to be done any act that will invalidate, attack or
affect in any manner whatsoever Licensor's rights based upon or derived from the
Property as well as the goodwill associated therewith.

                      ii. Each party acknowledges that the name "Jack Binion,"
specifically, and any trade name, trademark, service mark, copyright (and rights
under or related to copyrights) and Internet domain name derivative thereof
which include the letter string "Jack Binion" (the "Jack Binion Mark") are not
included within the meaning of "Property" as such term is defined in this
Agreement. Each party recognizes the value of the goodwill associated with the
Jack Binion Mark and acknowledges that all rights based upon or derived from the
Jack Binion Mark, including all rights therein and goodwill pertaining thereto,
belong exclusively to Binion and that the Jack Binion Mark has a secondary
meaning in the mind of the public associated exclusively with Binion. Each party
agrees that it will not do or permit to be done any act that will invalidate,
attack or affect in any manner whatsoever Licensee's rights based upon or
derived from the Jack Binion Mark as well as the goodwill associated therewith.

                      iii. Each party recognizes and acknowledges that any
intellectual property developed by the Licensee or on its behalf
("Developments") that is not similar to, variations of or derivatives from the
Property, whether or not used in conjunction with any of the Property and/or the
Operations, shall belong exclusively to the Licensee (the "Licensee Property");
provided, however, that the Licensee shall only own the Developments and not the
Property. Licensor agrees that it will not do or permit to be done any act that
will invalidate, attack or affect any act in any



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manner whatsoever Licensee's rights based upon or derived from the Licensee
Property as well as the goodwill associated therewith.

               c. Quality. Each party agrees that it shall use, and shall
authorize the use of, the Property, with such style, appearance and quality as
to be adequate and suited for exploitation to the best advantage and to the
protection and enhancement of the Property and the goodwill pertaining thereto,
and that such uses shall in no manner reflect adversely upon the Property in
Licensor's sole discretion. Licensee shall submit to Licensor a sample of all
uses of the Property to approve the design and quality of such use of the
Property, which approval shall not be unreasonably withheld, conditioned or
delayed and which approval shall be (i) deemed given, and the submission of a
sample shall not be required, if the uses of the Property by the Licensee are
the same as or similar to (x) the Company's past or future practices, (y) the
Licensee's past practices, or (z) uses previously approved by the Licensor, or
(ii) evidenced by written notice executed by Licensor. Licensor's failure to
approve or disapprove any such sample by written notice within thirty (30) days
of receipt of such sample shall be deemed approval of such sample.

               d. Advertising and Promotion. Each party agrees that it shall not
engage, participate or otherwise become involved in any activity or course of
action including, without limitation, advertising and promotion, that diminishes
and/or tarnishes the image and/or reputation of the Property in Licensor's sole
discretion.

               e. Consultation. The parties agree to consult with each other
whenever either party reasonably deems it necessary regarding all new logos and
designs or any other substantive changes with respect to the Property, which
would materially adversely affect the rights, obligations and benefits of either
party to this Agreement.

               f. Noninterference; No Encumbrances. Licensor agrees that it
shall not create, incur or suffer to exist any claim, lien, charge or
encumbrance upon the Property.

               g. Cooperation. Each party agrees to cooperate with the other in
obtaining and enforcing copyright, service mark, trade name, trade dress and
trademark protection for the Property, including without limitation, in
connection with suits and claims for infringement of the Property.

               h. No Conflicts. The Licensor shall not grant to any third party
a license relating to the Property within the Territory, or authorize or permit
any violation of the rights granted to the Licensee hereunder. The Licensor
shall not, under any circumstances, use or authorize the use of any of the
Reserved Rights within the Territory, or beyond the Permitted Uses.

               i. Trade Secrets. Each Party shall not use, disclose or make
accessible the Trade Secrets to any third party, except that each party may
disclose the Trade Secrets only to its personnel and agents that have a need to
know the Trade Secrets. The Licensor shall fully disclose to Licensee any Trade
Secrets, whether now known or hereafter created.



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        3.     Protection of the Property.

               a. Enforcement of Property Rights. Each party agrees to assist
the other in protecting the intellectual property rights with respect to the
Property as follows:

                      i. Registration. Licensor agrees that it shall seek to
obtain and maintain, with counsel reasonably satisfactory to the Licensee, a
registration from the United States Patent and Trademark Office, the United
States Register of Copyrights, InterNIC, appropriate state agencies within the
United States, or any other comparable agencies in other jurisdictions outside
of the United States with respect to uses of the Property by either the Licensee
or Licensor or any modifications thereto or derivations thereof (the
"Registrations") and shall renew all such registrations, as required, maintain
notices of allowance and otherwise take all appropriate action relating to the
Registrations, including, without limitation, the filing of Statements of Use,
Requests for Extensions of Time to File Statements of Use, Affidavits of Use and
Affidavits of Incontestability. Licensee shall have the right to take all
necessary steps to obtain and maintain the Registrations and take all action
relating to such Registrations as described above where Licensor shall have
failed to do so in a manner satisfactory to Licensee. Except in the case of
Internet domain names, the party obtaining or maintaining any such Registration
shall bear the cost of obtaining and/or maintaining such Registration; however,
Licensor shall reimburse Licensee for half of its out-of-pocket costs and the
fees and expenses of counsel and other professionals incurred in obtaining and
maintaining any Registration on the Property and Licensor shall have the right
to seek reimbursement for its payment from Licensor's other exclusive licensee.
If Licensor fails to maintain the licensed domain names or register additional
domain names when requested to do so by Licensee, Licensee may, at its own
expense, maintain the licensed domain names and/or obtain additional domain
names which shall be registered to Licensor, but licensed only and exclusively
to Licensee. All Registrations shall be obtained and maintained in Licensor's
name. Each party shall furnish the other with copies of each registration
application filed and registration certificate so obtained, as well as copies of
all other papers relating to the Registration including, without limitation,
correspondence to and from government agencies and third parties contesting any
claim to the Property.

                      ii. Infringement. Licensor may commence or prosecute any
claims or suits with respect to any infringements or possible infringement of
the Property in its own name. If Licensor elects to prosecute any such claim or
suit, Licensor shall notify Licensee of such election and bear all costs and
expenses, including legal fees, incurred in connection with any such suits and
Licensee shall not institute any suit or take any action on account of any
infringements or possible infringements of the Property without first notifying
and consulting with Licensor. If Licensor elects not to prosecute any such claim
or suit within fourteen (14) days after the receipt of written notice of
Licensee requesting it to do so, then Licensee shall have the right to prosecute
any such infringement or possible infringement. If Licensee elects to do so,
costs and expenses, including legal fees, incurred in connection with any such
suits shall be borne by Licensee (subject to paragraph 4, to the extent
applicable). If either party institutes a suit for infringement pursuant to this
Agreement, the other party shall have the right to participate and represent its
interest through



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other counsel of its own choosing and at its cost and expense, including legal
fees, incurred in connection with such participation.

                      iii. Remedies. In the event that either party obtains any
recovery as a result of any claims or suits commenced, prosecuted or settled,
the allocation of such recovery (net of the cost and expenses, including legal
fees, reasonably incurred in connection with any such suit or claim) shall be
allocated as follows: (i) in the event that either party bears all costs and
expenses, including legal fees, incurred in connection with any such claims or
suit, such party shall receive one hundred percent (100%) of any such recovery,
or (ii) in the event that the Licensor and Licensee each bear a portion of the
costs and expenses, including legal fees, incurred in connection with any such
claims or suits, then such recovery shall be allocated between the Licensor and
Licensee in proportion to costs and expenses so incurred.

               b. Damages for Failure to Protect the Property. Neither party
shall have any rights against the other for damages or other remedy by reason of
failure to prosecute, or the settlement of, any alleged infringements by others
of the Property; provided, however, that neither party shall enter into a
settlement of any alleged infringements by others of the Property which in any
way may adversely effect the Property, the License, the Licensor's rights in the
Property or the Licensee's rights granted under the License.

               c. Notice of Infringement. Each party agrees to notify the other
promptly in writing of any adverse use of the Property or other designation
similar to the Property of which such party is or becomes aware.

        4.     Indemnification.

               a. Infringement. Licensor covenants and agrees to indemnify and
hold harmless, and to reimburse within thirty (30) days after demand, Licensee
and each subsidiary and affiliate or sub-licensee of Licensee and their
respective successors, assigns, members, partners, stockholders, directors,
officers, agents and employees against any and all liabilities, damages, costs
and expenses (including reasonable attorneys' fees) incident to, arising out of,
resulting from or incurred in connection with any claim that Licensee's use of
the Property in accordance with the terms of this Agreement infringes on the
rights of any third party.

               b. Misrepresentation by Licensor. Licensor also agrees to
indemnify and hold harmless Licensee, its subsidiaries, sublicensees and their
respective officers, directors and employees from and against any and all
damages, costs and expenses (including reasonable attorney's fees) incurred by
any of them arising out of or in connection with (i) any misrepresentation or
inaccuracy of Licensor or any of its officers, directors or employees (the
"Licensor Affiliates"), whether contained in the representations and warranties
in this Agreement or otherwise communicated in writing to Licensee, (ii) any
breach of any covenant or agreement of the Licensor or the Licensor Affiliates
with the Licensee, whether contained in this Agreement or otherwise reduced by
writing, and (iii) any use of the Property by the Licensor during the Term.



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        5.     Remedies Upon Breach.

               a. Breach. In the event of any breach of this Agreement, the
party alleging such breach shall give written notice of the breach to the
breaching party and shall specify a reasonable period of time (not less than
ninety (90) days) within which the breaching party is to cure the breach.

               b. Remedies. In the event that such breach has not been cured
within the specified period, (i) the exclusive remedies of the Licensor shall be
as follows: (x) in the event of a breach of (a) the quality control provisions
set forth in paragraph 2(c) or (b) the territorial use of the Property
provisions set forth in paragraph 1(b) by the Licensee, then the Licensor shall
have the right to obtain an injunction against the Licensee from any court
having jurisdiction over the matter restraining any further breach of such
quality control provisions or of such territorial use provisions with respect to
the particular service or product involved, the granting of which the Licensee
shall not oppose on the grounds that monetary damages are sufficient and (y) in
the event of any breach by the Licensee, the Licensor shall have the right to
seek and receive monetary damages for breach of contract from the breaching
party; provided, that it expressly agreed that in no event shall the Licensor
have the right to terminate or rescind this Agreement or obtain equitable
relief, except as expressly provided herein; and (ii) Licensee shall have the
right to pursue any remedies it may have in law or equity, including, without
limitation, the right to seek to obtain an injunction against the Licensor from
any court having jurisdiction over the matter restraining any further breach,
the granting of which the Licensor shall not oppose on the grounds that money
damages are sufficient.

               c. No Termination of License. In no event shall the Licensor have
the right to terminate the License. Under no circumstances shall the Licensee
forfeit the right to use any of the "Property" or any of its other rights under
this Agreement nor shall the Licensor be relieved of any representations,
warranties, covenants or agreements, or limitations on its rights under this
Agreement.

        6. Representations and Warranties of Licensee. Licensee hereby 
represents and warrants as follows:

               a. Organization; Authority; Enforceability. Licensee is a limited
liability company, duly organized, validly existing and in good standing under
the laws of the State of Delaware, and has all requisite power and authority to
enter into this Agreement and to consummate the transactions contemplated
hereby. This Agreement has been duly executed and delivered by Licensee, has
been duly authorized by all necessary limited liability company action, and
constitutes the legal, valid and binding obligation of Licensee enforceable in
accordance with its terms.

               b. No Conflict or Breach. The execution and delivery of this
Agreement, the consummation of the transactions contemplated hereby, and the
fulfillment of the terms hereof, will not (i) constitute, with or without the
giving of notice or passage of time, or both, a breach of any of the terms or
provisions of, or a default under any agreement, indenture or other instrument
to which Licensee is a party or by which it or any of its property is bound,
(ii) cause, or give any person



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grounds to cause, with or without the giving of notice or passage of time, or
both, the maturity of any material liability or obligation of Licensee to be
accelerated, increased or otherwise affected, or (iii) conflict with Licensee's
limited liability company operating agreement, or any judgment, decree, order or
award of any court, governmental body or arbitrator binding upon Licensee, or
any law, rule, or regulation applicable to it.

               c. Approvals. No consent, action, approval or authorization
prescribed by any law, rule or regulation, or by any agreement to which Licensee
is a party, is required in order to permit the consummation of the transactions
contemplated by this Agreement.

               d. No Legal Bar. Licensee is not prohibited by any order, writ,
injunction or decree from consummating the transactions contemplated by this
Agreement, and no action or proceeding is pending or, to the best of Licensee's
knowledge, threatened against Licensee which questions the validity of this
Agreement or any of the actions which the parties hereto have taken in
connection herewith or which it is contemplated they shall take in connection
herewith.

               e. Finder. Licensee has taken no action and has not dealt with
any person in any manner which will result in any liability to Licensor to pay
any brokerage fees or commissions or finder's fees with respect to this
Agreement or the transactions contemplated hereby.

        7.     Licensor.  Licensor represents and warrants as follows:

               a. Organization and Authority. Licensor is a corporation, duly
organized, validly existing and in good standing under the laws of the State of
Nevada, and has all requisite corporate power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby. This Agreement
has been duly executed and delivered by Licensor, has been duly authorized by
all necessary corporate action on the part of Licensor, and constitutes the
legal, valid and binding obligation of Licensor, enforceable in accordance with
their respective terms.

               b. No Conflict or Breach. The execution and delivery of this
Agreement, the consummation of the transactions contemplated hereby and the
fulfillment of the terms hereof will not (i) constitute, with or without the
giving of notice or passage of time, or both, a breach of any of the terms or
provisions of, or a default under, any agreement, indenture or other instrument
to which Licensor is a party or by which Licensor or any of its property is
bound, (ii) cause, or give any person grounds to cause, with or without the
giving of notice or passage of time, or both, the maturity of any material
liability or obligation of Licensor to be accelerated, increased or otherwise
affected, or (iii) conflict with Licensor's Certificate of Incorporation or
By-Laws, or any judgment, decree, order or award of any court, governmental body
or arbitrator binding upon Licensor, or any law, rule or regulation applicable
to Licensor. To the Licensor's knowledge, there are no license agreements,
arrangements or understandings with respect to the Property other than this
Agreement, and the exclusive license agreement with the Company for the
territory of the State of Nevada, and Licensor has no obligation to grant a
License to or enter into an agreement, arrangement or understanding with any
third party with respect to the Property.



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               c. Approvals. No consent, action, approval or authorization
prescribed by any law, rule or regulation or any agreement to which Licensor is
a party is required in order to permit the consummation of the transactions
contemplated by this Agreement

               d. No Legal Bar. Licensor is not prohibited by any order, writ,
injunction or decree from consummating the transactions contemplated by this
Agreement, and no action or proceeding is pending or, to the best of Licensor's
knowledge, threatened against Licensor which questions the validity of this
Agreement or any of the actions which the parties hereto have taken in
connection herewith, or which it is contemplated they shall take in connection
herewith. To the Licensor's knowledge, after due inquiry, there is no action or
proceeding relating to the Property, or any legal, administrative or other
proceeding that may adversely affect the License or the Property.

               e. Finder. Licensor has not taken any action or dealt with any
person in any manner which will result in any liability to Licensee to pay any
brokerage fees or commissions or finder's fees with respect to this Agreement or
the transactions contemplated hereby or thereby. Licensee is not and shall not
be obligated to make any payments to Licensor or any third party, other than the
consideration recited therein, for its use or exploitation of the Property as
contemplated herein.

               f. Solvency; Fraudulent Conveyance. The liabilities of the
Licensor do not exceed its assets. Immediately after giving effect to the
License pursuant to the terms of this Agreement, the Licensor will not (i) be
rendered insolvent, (ii) be left with unreasonably small capital with which to
engage its business or (iii) have incurred indebtedness beyond its ability to
pay such indebtedness as it matures. No transfer of property is being made and
no obligation is being incurred in connection with the transactions contemplated
by this Agreement with the intent to hinder, delay or defraud either present or
future creditors of the Licensor.

        8.     Miscellaneous.

               a. No Waiver. No action taken by any party hereto shall be deemed
to constitute a waiver by such party of compliance with any covenant or
agreement contained in this Agreement; no course of dealing between the parties
hereto and no failure or delay on the part of any party hereto in exercising any
right, power, or privilege hereunder shall operate as a waiver thereof and no
single or partial exercise of any right, power or privilege shall preclude any
other or future exercise thereof or the exercise of any other right, power or
privilege.

               b. Entire Agreement; Amendments. This Agreement along with the
Schedules hereto constitute the entire agreement, and supersedes all prior and
contemporaneous agreements and understandings, whether oral or written, between
the parties hereto with respect to the subject matter hereof. No modification,
amendment or waiver of any provision of this Agreement shall be effective unless
in writing and signed by the party or parties against whom enforcement thereof
is sought, and any such waiver or consent shall be effective only in the
specific instance and for the purpose for which given.



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<PAGE>   10

               c. Assignment. The parties may assign the License or any of their
respective rights hereunder; provided, however, that any such assignment shall
not become effective until such time as (1) the assignee executes an instrument
binding it to the terms of this Agreement, (2) the assigning party provides
written notice of such assignment to the other party, and (3) in the event of an
assignment by the Licensor, the Licensor provides an opinion of counsel
(reasonably satisfactory to the other party) stating that any such assignment
includes all of the goodwill associated with the Property, that all of the
Property shall be assigned and that any such transaction shall not constitute an
"assignment in gross" or might otherwise adversely affect the Property or the
License.

               d. Sublicense. Licensee may sublicense the License or any of its
rights hereunder in its sole discretion; provided, however, that any such
sublicense shall not become effective until such time as the sublicensee
executes an instrument with respect to the Property which shall include, without
limitation, quality control provisions substantially similar to those set forth
in paragraph 2(c) hereof; and the Licensee shall provide written notice of such
sublicense to the Licensor.

               e. Power of Attorney. Licensor hereby makes, constitutes and
appoints Licensee its true and lawful attorney, in its name, place and stead, to
execute documents, and take actions on behalf of the Licensor for the limited
purpose of carrying out the terms and conditions of this Agreement, which permit
Licensee to act on behalf of Licensor.

               f. Specific Performance; Jurisdiction. Licensor and Licensee each
acknowledge that the License is unique and that Licensor and/or Licensee may
have no adequate remedy at law for the failure by either of them to perform
their respective obligations hereunder. Accordingly, Licensor and Licensee each
agrees that, subject to the provisions of paragraphs 5(a) and 5(c), in the event
of any such failure, the non breaching party shall have the right to obtain an
injunction as set forth in paragraph 5(b). Further, Licensor and Licensee agree
that any action to enforce this Agreement may be brought in any court of
competent jurisdiction in the State of Nevada, and each party hereby consents to
personal jurisdiction in any such action and waives any right to contest such
jurisdiction on the grounds of forum non conveniens.

               g. Notices. Any notice, demand, request, waiver, or other
communication under this Agreement shall be in writing (including facsimile or
similar writing) and shall be deemed to have been duly given (i) on the date of
service if personally served, (ii) on the third day after mailing if mailed to
the party to whom notice is to be given, by first class mail, registered, return
receipt requested, postage prepaid, or (iii) on the date sent if sent by
telecopier, to the parties at the following addresses or facsimile numbers (or
at such other address or facsimile number for a party as shall be specified by
like notice):

               If to Licensor:         Horseshoe License Company
                                       Horseshoe Club Operating Company
                                       128 East Fremont Street



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<PAGE>   11

                                       Las Vegas, Nevada  89101
                                       Attn: Becky Binion Behnen
                                       Fax: (702) 366-7342

               with a copy to:         Robert D. Faiss, Esq.
                                       Lionel, Sawyer & Collins
                                       300 South Fourth Street - Suite 1700
                                       Las Vegas, Nevada 89101
                                       Fax: (702) 383-8845

               If to Licensee:         Horseshoe Gaming, LLC
                                       330 S. Fourth Street
                                       Las Vegas, Nevada 89101
                                       Attn: Jack B. Binion
                                       Fax: (__) ______________

               with a copy to:         Martin Nussbaum, Esq.
                                       Shereff, Friedman, Hoffman & Goodman, LLP
                                       919 Third Avenue
                                       New York, New York 10022
                                       Fax: (212) 758-9526


               h. Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of and be enforceable by the parties hereto and their
respective successors, assigns, heirs and legal representatives.

               i. Severability. The invalidity of all or part of any paragraph
of this Agreement shall not render invalid the remainder of such paragraph or of
this Agreement. If any provision of this Agreement is so broad as to be
unenforceable, such provision shall be interpreted to be only so broad as is
enforceable.

               j. Headings. The headings of this Agreement are for reference
purposes only and shall not affect the meaning or interpretation of this
Agreement.

               k. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original and all of which
taken together shall be deemed to constitute a single instrument.

               l. Choice of Law and Venue; Jury Trial Waiver. The validity of
this Agreement, its construction, interpretation, and enforcement, and the
rights of the parties hereto with respect to all matters arising hereunder or
related hereto shall be determined under, governed by, and construed in
accordance with the laws of the State of Nevada, without giving effect to its
conflict



                                       11
<PAGE>   12

of laws principles. The parties agree that all actions or proceedings arising in
connection with this Agreement shall be tried and litigated only in the state
and federal courts located in the County of Clark, State of Nevada. The Licensor
and the Licensee waive, to the extent permitted under applicable law, any right
each may have to assert the doctrine of forum non conveniens or to object to
venue to the extent any proceeding is brought in accordance with this Section 1.
The Licensor and the Licensee waive their respective rights to a jury trial of
any claim or cause of action based upon or arising out of this Agreement or any
of the transactions contemplated therein, including contract claims, tort
claims, breach of duty claims, and all other common law or statutory claims. The
Licensor and the Licensee represent that each has reviewed this waiver and each
knowingly and voluntarily waives its jury trial rights following consultation
with legal counsel. Any and all service of process shall be effective against
any party if given personally or by registered or certified mail, return receipt
requested, or by any other means of mail that requires a signed receipt, postage
prepaid, mailed to such party as herein provided. Nothing herein contained shall
be deemed to affect the right of any party to serve process in any manner
permitted by law or to commence legal proceedings or otherwise proceed against
any other party in any other jurisdiction.

               m. Franchise. The parties acknowledge and agree that this
Agreement is an intellectual property rights license agreement and does not
constitute, and shall not be construed as, a franchise agreement. The parties
further acknowledge and agree that state and federal franchise laws do not and
will not apply to this Agreement or to the relationship between Licensee and
Licensor and their respective rights and obligations hereunder.

               n. Further Assurances. The parties hereto hereby agree to execute
and deliver any further instruments, certificates and documents as may be
reasonably requested from each such party by any of the parties hereto in order
to carry out the terms and conditions of this Agreement.

               o. Construction. Neither party shall assert that the other is the
drafting party for purposes of interpretation of this Agreement.



                                       12
<PAGE>   13

IN WITNESS WHEREOF, the parties hereto have executed and delivered, or have
caused this Agreement to be executed and delivered by their duly authorized
representative, as of the date first above written.

                                        HORSESHOE LICENSE COMPANY


                                        By: ____________________________________
                                            Name:
                                            Title:


                                        HORSESHOE GAMING, LLC
                                        By:  Horseshoe Gaming, Inc.


                                        By: ____________________________________
                                            Name:
                                            Title:



                                       13
<PAGE>   14

                                                                   Schedule 1(a)


                                    PROPERTY

        The term "Property" as used in this Agreement shall include the
following applications, registrations and Internet domain names:


           Marks                   U.S. Registration Number    Registration Date

  1. "Try Our Brand of Fun"                1970151                 04/23/96

  2. "$1,000,000 Free Pull"                1997723                 08/27/96

  3. "Both Way Royals"                     2039502                 02/18/97

  4. "Where Legends are Made               1978543                 06/04/96
            and Millions are
            Paid"

  5. "Gift Horse"                          1943260                 12/19/95

  6. "Horseshoe"                           1839688                 06/14/94

  7. "Horseshoe"                           1839764                 06/14/94

  8. "H and Design"                        2141139                 03/03/98



           Marks                   U.S. Application Number        Filing Date

  1. "Double Pay Jackpots"                75/259758                03/18/97

  2. "Where Millions are                  75/022418                11/20/95
            Played and Legends
            are Made"

  3. "The Value's in the Game"            75/316680                06/25/97

  4. "Where Winners Belong!"              75/398989                12/02/97

                                          Nevada
           Marks                     Registration Number          Filing Date

  1. "Bothway Royals"                       28616                  11/08/95

  2. "Where Legends Are Made                28614                  11/08/95


<PAGE>   15


            and
            Millions Are Paid"

  3. "Where Millions Are                    28615                  11/08/95
            Played and Legends
            Are Made"

  4. "$1,000,000 Free Pull"                 28613                  11/08/95

  5. "Binion's Horseshoe Your               28650                  11/21/95
            Best Place to Win"

  6. "Double Pay Jackpots"                  30576                  01/12/98

  7. "The Value's in the Game"                --                      --



                                          Louisiana            
           Marks                     Registration Number       Registration Date

  1. "Horseshoe Winners Circle"           941461133                06/27/94

  2. "Horseshoe Winners Circle"           941461137                06/27/94

  3. "Horseshoe Winners Circle"           941461134                06/27/94

  4. "Horseshoe Winners Circle"           941461136                06/27/94

  5. "Gift Horse"                         941461103                06/27/94

  6. "$1,000,000 Free Pull"                   --                   08/28/95

                                          Louisiana
           Marks                      Application Number          Filing Date

  1. "Gift Horse"                         941461104                05/26/94

  2. "Gift Horse"                         941481101                05/26/94


Marks for which no federal or state applications or registrations have been
made:



                                       2
<PAGE>   16

        1      "Horseshoe Hotel and Casino"

        2      "Horseshoe Club"

        3      "Horseshoe Hotel"

        4      "Horseshoe Casino"


        Internet domain names:


        1      horsehoe.com

        2      horseshoe.net

        3      horseshoecasinos.com