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                                                                   EXHIBIT 10.17



                                    AGREEMENT

        Agreement dated as of December 31, 1998 (this "Agreement"), by and among
Horseshoe Gaming, Inc., a Nevada corporation (the "Company"), Horseshoe Gaming,
LLC, a Delaware limited liability company (the "LLC"), and Hollywood Park, Inc.,
a Delaware corporation ("Hollywood Park").

                                R E C I T A L S :

        WHEREAS, pursuant to an Employment Agreement dated as of January 1,
1996, by and between Mr. Paul R. Alanis ("Alanis") and the Company (the "Alanis
Employment Agreement"), Alanis has served as President of the Company;

        WHEREAS, pursuant to an Employment Agreement dated as of October 1,
1995, by and between Mr. John M. Allen ("Allen") and the Company (the "Allen
Employment Agreement"), Allen has served as Senior Vice President-Operations of
the Company;

        WHEREAS, pursuant to an Employment Agreement dated as of December 1,
1995, by and between Mr. Cliff Kortman ("Kortman") and the Company (the "Kortman
Employment Agreement"), Kortman has served as Vice President-Design and
Development of the Company;

        WHEREAS, pursuant to an Employment Agreement dated as of January 1,
1996, by and between Mr. Loren S. Ostrow ("Ostrow" and together with Alanis,
Allen and Kortman being collectively referred to herein as the "Employees") and
the Company (the "Ostrow Employment Agreement" and together with the Alanis
Employment Agreement, the Allen Employment Agreement and the Kortman Employment
Agreement being collectively referred to herein as the "Employment Agreements"
and individually as an "Employment Agreement"), Ostrow has served as Senior Vice
President and General Counsel of the Company;

        WHEREAS, the Company acts as Manager of the LLC, which is governed by
the Limited Liability Company Operating Agreement dated October 1, 1995 (the
"LLC Agreement");

        WHEREAS, the LLC is the owner of Horseshoe Entertainment, a Louisiana
limited partnership ("HE"), which owns and operates Horseshoe Bossier City
Casino located in Bossier City, Louisiana, and Robinson Property Group Limited
Partnership, a Mississippi limited partnership ("RPG"), which owns and operates
the Horseshoe Hotel and Casino located at Casino Center in Tunica County,
Mississippi (the LLC, HE and RPG and their respective subsidiaries and
affiliates are herein sometimes referred to as the "Horseshoe Companies");

        WHEREAS, the LLC is party to an agreement pursuant to which it may
acquire the gaming operations of Empress Entertainment, Inc., a Delaware
corporation, and its subsidiaries Empress Casino Hammond Corporation, an Indiana
corporation, and Empress Casino Joliet Corporation



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(collectively, "Empress") in Hammond, Indiana and Joliet, Illinois, and the
Employees were intimately involved in the decision to acquire Empress and in
negotiating the acquisition agreement;

        WHEREAS, each of the Employees has entered into a contractual
arrangement with Hollywood Park to commence employment with Hollywood Park upon
the expiration of the term of his respective Employment Agreement, which in the
case of Alanis is December 31, 1998; in the case of Allen is May 11, 1999; in
the case of Kortman is November 30, 1998; and in the case of Ostrow is December
31, 1998;

        WHEREAS, the Company has claimed that (i) Hollywood Park has tortiously
interfered with the Company's respective contractual relationship with each of
the Employees and (ii) the Employees have breached their fiduciary duties to the
Company and are subject to termination for "cause";

        WHEREAS, Hollywood Park and the Employees have denied the Company's
claims; and

        WHEREAS, the Company, the Horseshoe Companies and Hollywood Park desire
to avoid litigation over the claims of the Company and the LLC against Hollywood
Park.

        NOW, THEREFORE, in consideration of the foregoing premises and the
mutual agreements contained herein, and for other good and valuable
consideration, the adequacy and receipt of which are hereby acknowledged, the
parties agree as follows:


                                    ARTICLE I

                    TERMINATION OF THE EMPLOYMENT AGREEMENTS

        I.1    Termination. The Company, on the date of this Agreement (the
               "Termination Date"), is terminating the Employees from any and
               all positions they have held with the Company, the Horseshoe
               Companies and any of their respective subsidiaries and
               affiliates.

        I.2    Employment Opportunities. The Company agrees that the Employees
               may pursue employment opportunities with Hollywood Park and
               perform their obligations under their respective agreements with
               Hollywood Park at any time after the date hereof.

               The Company will not assert the non-competition provisions of the
Employment Agreements against the Employees or Hollywood Park.



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                                   ARTICLE II

                          NON-SOLICITATION AND NON-HIRE


        II.1   Non-Solicitation and Non-Hire.

               (a)    Hollywood Park agrees that from the Termination Date until
                      December 31, 2001, it will not directly or indirectly
                      solicit, hire or retain, as an employee, consultant,
                      independent contractor or otherwise any of the persons
                      whose names are contained on the Protected List attached
                      hereto as Exhibit A and by this reference made a part
                      hereof.

               (b)    In the event Hollywood Park violates any legally
                      enforceable provision of this Article II as to which there
                      is a specific time period during which Hollywood Park is
                      prohibited from taking certain actions or engaging in
                      certain activities, then the violation will toll the
                      running of the time period from the date of violation
                      until the violation ceases as to the specific employee as
                      to which a violation is alleged but not as to other
                      employees whose names are on the Protected List.

               (c)    Hollywood Park acknowledges that it has carefully
                      considered the nature and extent of the restrictions upon
                      it and the rights and remedies conferred upon the Company
                      and the Horseshoe Companies under this Article II.
                      Hollywood Park further acknowledges that the same are
                      reasonable in time and territory and are fully required to
                      protect the legitimate interests of the Company and the
                      Horseshoe Companies and do not confer a benefit upon the
                      Company and the Horseshoe Companies disproportionate to
                      any detriment to Hollywood Park.

        II.2   Remedies. Hollywood Park and the Company acknowledge that the
               provisions contained in this Article II are reasonable and
               necessary, that the damages which would be suffered by the
               Company and the Horseshoe Companies as a result of a breach or
               threatened breach by Hollywood Park of any of such provisions may
               not be calculable, and that the award of a money judgment to the
               Company and the Horseshoe Companies for such a breach or
               threatened breach by Hollywood Park would be an inadequate
               remedy. Consequently, Hollywood Park agrees that any breach or
               threatened breach of any provision of this Article II may be
               enforced by the Company and/or the Horseshoe Companies by means
               of an action for injunctive or other equitable relief, including
               a temporary and/or permanent injunction, filed in a court of
               competent jurisdiction. Any such remedy shall be in addition, and
               shall not limit the right of the Company or the Horseshoe
               Companies, to any other remedy to which it may be entitled in law
               or in equity. Due to the financial strength of the 



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               Company and the Horseshoe Companies, Hollywood Park agrees that
               it is not necessary for the Company or the Horseshoe Companies to
               post a bond and that they shall not be obligated to post a bond
               or other security in seeking such relief. Hollywood Park hereby
               waives any right to seek a bond. In connection with the remedies
               provided in this Section 2.2, Hollywood Park hereby waives any
               objection and consents to the subject matter and personal
               jurisdiction of the state and federal courts of the State of
               Nevada and hereby waives any and all objections to venue.


                                   ARTICLE III

                             RELEASE; NON-DISCLOSURE

        III.1  Release.

               (1)    Hollywood Park hereby releases and forever discharges the
                      Company, the Horseshoe Companies and each of their
                      respective past, present and future subsidiaries,
                      affiliates, officers, directors, employees, agents,
                      stockholders, partners, managers, members, successors and
                      assigns, both individually and in their official
                      capacities with the Company, the Horseshoe Companies or
                      any subsidiaries or affiliates of any of them as
                      applicable (collectively, the released parties are herein
                      referred to as the "Horseshoe Released Parties"), of and
                      from any and all actions or causes of action, suits,
                      debts, dues, sums of money, accounts, reckonings, bonds,
                      bills, covenants, claims, charges, complaints, contracts,
                      agreements, trespasses, damages, judgments, commissions,
                      executions, demands and promises whatsoever, in law or
                      equity, which Hollywood Park, or its successors or
                      assigns, may now have or hereafter can, shall or may have
                      against the Horseshoe Released Parties, for, upon, or by
                      reason of any and all matters arising out of or relating
                      to (i) the cessation of Employee's employment by the
                      Company, including the termination of the Employment
                      Agreements; and (ii) the expected employment of the
                      Employees by Hollywood Park; provided, however, that
                      notwithstanding any of the foregoing provisions of this
                      release, Hollywood Park hereby expressly reserves any
                      rights, claims, or causes of action it may have arising
                      out of or resulting from the non-performance or breach of
                      the terms and conditions of this Agreement by the Company
                      or the Horseshoe Companies. Hollywood Park is aware that
                      it is releasing claims as to which it may be currently
                      unaware and only may come to learn, but is nevertheless
                      willing to enter into this release. It is the intention of
                      Hollywood Park that, notwithstanding the possibility that
                      Hollywood Park or its' counsel might discover or gain a
                      more complete understanding of the facts, events or law
                      which, if presently known or fully understood, would have
                      affected this release, this release shall be deemed to
                      have fully, finally and forever settled 



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                      any and all claims without regard to the existence or
                      subsequent discovery of different or additional facts,
                      events or laws.

               (2)    Each of the Company and the Horseshoe Companies hereby
                      releases and forever discharges Hollywood Park and its'
                      past, present and future subsidiaries, affiliates,
                      officers, directors, employees, agents, stockholders,
                      partners, members, successors, and assigns, both
                      individually and in their official capacities with
                      Hollywood Park, or any subsidiaries or affiliates of any
                      of them as applicable, of and from any and all actions or
                      causes of action, suits, debts, dues, sums of money,
                      accounts, reckonings, bonds, bills, covenants, claims,
                      charges, complaints, contracts, agreements, trespasses,
                      damages, judgments, commissions, executions, demands and
                      promises whatsoever, in law or equity, which the Company
                      or the Horseshoe Companies, or its successors or assigns,
                      may now have or hereafter can, shall or may have against
                      Hollywood Park, for, upon, or by reason of any and all
                      matters arising out of or relating to (i) the cessation of
                      Employee's employment by the Company, including the
                      termination of the Employment Agreements; (ii) the
                      expected employment of the Employees by Hollywood Park,
                      including any solicitation or purported solicitation of
                      the Employees to enter into such employment agreements
                      with Hollywood Park; (iii) the effect of the Hollywood
                      Park Press Release dated September 11, 1998 entitled "Four
                      Top Executives of Horseshoe Gaming Agree to Join Hollywood
                      Park" (the "Press Release") and other statements made by
                      Hollywood Park which are consistent with the Press
                      Release; and (iv) any solicitation, actual or alleged, of
                      any other employees of the Company and/or any of its
                      affiliated entities, occurring prior to the execution of
                      this Agreement; provided, however, that notwithstanding
                      the foregoing provisions of this release, the Company and
                      the Horseshoe Companies hereby expressly reserve any
                      rights, claims, or causes of action they may have against
                      Hollywood Park arising out of or resulting from the
                      non-performance or breach of the terms and conditions of
                      this Agreement. Each of the Company and the Horseshoe
                      Companies is aware that it is releasing claims as to which
                      it may be currently unaware and only may come to learn,
                      but are nevertheless willing to enter into this release.
                      It is the intention of the Company and the Horseshoe
                      Companies that, notwithstanding the possibility that the
                      Company, the Horseshoe Companies or their counsel might
                      discover or gain a more complete understanding of the
                      facts, events or law which, if presently known or fully
                      understood, would have affected this release, this release
                      shall be deemed to have fully, finally and forever settled
                      any and all claims without regard to the existence or
                      subsequent discovery of different or additional facts,
                      events or laws.



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               (3)    Each of Hollywood Park, the Company and the Horseshoe
                      Companies as a Releasor hereby waives the provisions of
                      Section 1542 of the California Civil Code only to the
                      extent it applies to the releases given by such Releasor
                      in this Section 3.1. Section 1542 of the California Civil
                      Code provides as follows:

                             A general release does not extend to claims which
                             the creditor does not know or suspect to exist in
                             his favor at the time of executing the release,
                             which if known by him must have materially affected
                             his settlement with the debtor.

        III.2  Disclosure of Agreement. The existence and substance of this
               Agreement may be disclosed to any person or organization as the
               party disclosing determines, including, without limitation, the
               parties' legal counsel and accountants, present and former
               employees and affiliates of the Company, the Horseshoe Companies,
               Hollywood Park and persons providing financing to the Company,
               the Horseshoe Companies, or any of their respective affiliates.
               Disclosure of the existence and substance of this Agreement also
               may be made to the public as required by law and as otherwise may
               reasonably be determined by the disclosing party in the
               furtherance of its business interests.


        III.3  Knowledge and Consent of the Parties. The parties hereby mutually
               warrant and represent that they have read and understand this
               Agreement and that this Agreement is executed voluntarily and
               without duress or undue influence on the part of or on behalf of
               any party hereto. The parties hereby acknowledge that they have
               been represented in negotiations and for the preparation of this
               Agreement by counsel of their own choice; that they have read
               this Agreement; and that they are fully aware of the contents of
               this Agreement and of the legal effect of each and every
               provision hereof. It is acknowledged and agreed by each party to
               this Agreement that each party has participated in the drafting
               of this Agreement and that any claimed ambiguity should not be
               construed for or against any such party on account of such
               drafting.


                                   ARTICLE IV

                                  MISCELLANEOUS


        IV.1   Notice. All notices, requests, demands and other communications
               required or permitted hereunder, shall be in writing and shall be
               deemed to have been duly given when received. Notice shall be
               delivered either by hand, facsimile or mailed, certified mail,
               return receipt requested with postage prepaid, addressed to the
               parties 



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               at the following addresses, or such other address as may be
               designated by notice in accordance with the provisions of this
               Section:

               (1)    If to the Company or the Horseshoe Companies:

                      4024 Industrial Road
                      Las Vegas, Nevada 89103
                      Telephone: (702) 650-0080
                      Telecopy: (702) 650-0081
                      Attention: Jack B. Binion

               (2)    If to Hollywood Park:

                      P.O. Box 369
                      Inglewood, California 90306-0369
                      Telephone: (310) 419-1500
                      Telecopy: (310) 671-4460
                      Attention: R. D. Hubbard

        IV.2   Entire Agreement; Further Assurances. This Agreement constitutes
               the entire agreement between the parties hereto with respect to
               the specific subject matter herein and supersedes all prior
               agreements and undertakings, both written and oral, with respect
               to the specific subject matter hereof. Each of the parties hereto
               mutually agrees to deliver all such other documents and to do and
               perform all such other acts as may reasonably be required from
               time to time in connection with this Agreement or to implement or
               carry out the terms hereof.

        IV.3   Severability. If any provision (or portion hereof) of this
               Agreement would be deemed to be invalid or unenforceable for any
               reason, including, without limitation, the geographic or business
               scope or the duration thereof, such provision (or portion
               thereof) shall be construed in such a way as to make it valid and
               enforceable to the maximum extent possible. Any invalidity or
               unenforceability of any provision (or portion thereof) of this
               Agreement shall attach only to such provision (or portion
               thereof) and shall not affect or render invalid or unenforceable
               any other provision (or portion thereof) of this Agreement or any
               other agreement or instrument.

        IV.4   Amendment. This Agreement may be amended, superseded, canceled,
               renewed or extended, and the terms hereof may be waived, only by
               a written instrument signed by each of the parties hereto, and it
               shall not be reasonable for any party to rely on any oral
               statements or representations made by any other party.

        IV.5   Arbitration. In the event of any dispute or controversy between
               the parties with respect to any of the matters set forth herein,
               such dispute or controversy shall be 



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               submitted to binding arbitration, to be conducted in Las Vegas,
               Nevada, pursuant to the then prevailing rules and regulations of
               the American Arbitration Association. This provision does not, in
               any way, affect Section 2.2 of this Agreement.

        IV.6   Admission; Evidence. The execution of this Agreement shall not be
               deemed an admission of any wrongdoing, liability or unlawful
               conduct on the part of Hollywood Park, the Horseshoe Companies
               and/or the Company, its affiliates, divisions, officers,
               employees, agents, successors or assigns. Neither this Agreement
               nor any portion hereof shall be admissible evidence in any
               proceeding whatsoever involving any party other than the Company,
               the Horseshoe Companies, Hollywood Park or their respective
               representatives or successors hereto.

        IV.7   Successors and Assigns. This Agreement shall inure to the benefit
               of, and be binding upon, the Company, the Horseshoe Companies and
               Hollywood Park, and their respective successors and permitted
               assigns under Section 4.8.

        IV.8   Assignment. This Agreement may not be assigned by the parties
               hereto other than, in the case of each party that is an entity,
               to a successor to the business of such party or the purchaser of
               all or substantially all of its assets; provided, that such
               successor or purchaser shall have agreed to assume all of the
               transferring party's obligations under this Agreement.

        IV.9   Waiver. No waiver of any term or condition of this Agreement
               shall be construed as a waiver of any other term or condition;
               nor shall the waiver of any default under this Agreement be
               construed as a waiver of any other default; nor, unless otherwise
               provided in this Agreement as to timing, shall any delay or
               omission of any party to exercise any right hereunder in any
               manner waive such right or impair the exercise of such right
               thereafter.

        IV.10  Headings. The headings contained in this Agreement are for
               reference purposes only and shall not affect in any way the
               meaning or interpretation of this Agreement.

        IV.11  Counterparts. This Agreement may be executed in one or more
               counterparts, each of which when executed shall be deemed to be
               an original, but all of which when taken together shall
               constitute one and the same agreement.

        IV.12  Legal Fees. Each party to this Agreement agrees to be solely
               responsible for its respective legal fees and disbursements and
               other expenses in connection with the negotiation and preparation
               of this Agreement and in connection with any disputes, claims,
               litigation and other matters relating to this Agreement.



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        IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the day and year first above written.


                                        HORSESHOE GAMING, INC.
                                        a Nevada corporation


                                        By: ____________________________________
                                            Jack B. Binion
                                            Chief Executive Officer


                                        HORSESHOE GAMING, LLC.
                                        a Delaware limited liability company

                                        By: Horseshoe Gaming, Inc., Manager



                                        By: ____________________________________
                                            Jack B. Binion
                                            Chief Executive Officer and
                                            Chairman of the Board



                                        HOLLYWOOD PARK, INC.
                                        a Delaware corporation



                                        By: ____________________________________
                                            R. D. Hubbard
                                            Chairman and Chief Executive Officer



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