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                                                                   EXHIBIT 10.46

                                 PROMISSORY NOTE


$2,000,000.00                                               October 26, 1999


                                                              Memphis, Tennessee


         FOR VALUE RECEIVED, the undersigned unconditionally promises to pay to
the order of HARRAH'S OPERATING COMPANY, INC., a Delaware corporation or any
successor holder of this promissory note ("Holder"), having an address at 1023
Cherry Road, Memphis, Tennessee 38117, Attn.: Corporate Treasurer, or at such
other place as the Holder may from time to time direct in writing, in lawful
money which, at the time or times of payment is the legal tender for public and
private debts in the United States of American, a principal sum up to TWO
MILLION AND 00/100 DOLLARS ($2,000,000.00) or so much thereof as shall from time
to time have been advanced for the account of JCC Development Company, L.L.C., a
Louisiana Limited Liability Company ("Development Company") by the Holder and to
pay interest on the principal sum remaining unpaid hereunder from time to time
from the date hereof until said principal sum or unpaid portion thereof shall
have been fully paid, in the manner and at the rate hereinafter set forth.

         1. Rate of Interest and Method of Payment:

         The principal balance of this Note advanced, outstanding and unpaid
from time to time shall bear interest at the Contract Rate as hereinafter
defined.

         The Contract Rate shall be a rate of interest per annum equal to NINE
AND 00/100 PERCENT (9.00%).


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         Interest shall be calculated on the daily unpaid principal balance
hereof based upon the actual number of days elapsed in the interest payment
period over a year of 360 days.

         Principal and interest shall be payable on the earlier of prepayment or
maturity, by acceleration or otherwise. Accrued interest on this Note shall be
computed and compounded on the last day of each January, April, July and October
occurring during the term of this Note (the period from the date hereof through
January 31, 2000, the three months ended on the last day of each such month, and
the period from August 1, 2004 through October 26, 2004 being referred to herein
as a "Quarter".) The amount of interest due for each Quarter shall be deemed an
additional advance of principal and form the basis for further calculations of
interest due under this Note. Development Company agrees to treat the amounts so
added to the principal balance of this Note as if paid by Development Company
hereunder at the end of each such Quarter and thereupon re-advanced by the
Holder as a principal disbursement under this Note.

         2. Maturity Date:

         The entire unpaid balance of principal together with all interest
thereon (and including all interest accruing and added to principal hereunder)
shall, if not sooner paid, be due and payable of the fifth anniversary of the
date of this Note.

         3. Prepayment:

         (a) OPTIONAL PREPAYMENT. The privilege is reserved to prepay the whole
or any part of the unpaid principal sum and all interest or other charges
hereunder accrued to the date payment is received by the Holder, provided that
any amounts so received shall






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be applied first to late charges, then to interest and finally to principal due
and payable hereunder, in such order.

         (b) MANDATORY PREPAYMENT. The principal of and accrued interest on this
Note shall be mandatorily prepaid with the net cash proceeds of any loan
incurred by Development Company for the purpose of developing the second floor
of the Casino. Any such mandatory prepayment shall be made immediately after the
incurrence of such loan.

         4. Events of Default:

         The occurrence of any one or more of the following events shall
constitute an event of default ("Event of Default") under this Note:

         (a)      failure by the undersigned to make payment of principal or
                  interest due under this Note as and when due;

         (b)      the bankruptcy, insolvency, or appointment of a receiver for
                  Development Company whether voluntary or involuntary.

         5. Remedies on Default:

         Upon the occurrence of any Event of Default, at the option of any
Holder of this Note (which may be exercised immediately or at any time
thereafter so long as the Event of Default continues), all obligations of the
undersigned represented hereby shall become immediately due and payable, without
notice or demand, and Holder shall then have, in any jurisdiction where
enforcement thereof is sought, in addition to all other rights and remedies
provided herein or available to Holder at law or equity, the right to seek full
payment of all principal, interest and other charges due and owning hereunder.




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         6. Late Payment Charge:

         In the event of any failure by the undersigned to pay interest or
principal when due, Holder may, at its option, accept payment of any and all
amounts in arrears and, if such late payment is more than ten (10) days in
arrears, Holder may charge, and the undersigned agrees to pay, in addition to
amounts otherwise due, a late charge equal to five (5) cents for each dollar of
principal and/or interest of the payment so in arrears. Such late charge shall
be paid as compensation for the additional service occasioned by the delay in
making payments.

         7. Interest After Default:

         Except as limited by Section 11 (g), overdue principal hereof and (to
the extent allowable by law) overdue interest thereon, shall bear interest,
which the undersigned jointly and severally agree to pay, at the annual rate,
determined daily, which is two percentage points (2%) above the annual rate of
interest accruing, or which would have accrued, on principal if not overdue.
Such interest on overdue principal and overdue interest shall be payable on
demand and shall continue to accrue and shall be compounded monthly until the
obligation of the undersigned in respect to the payment thereof shall have been
discharged (whether before or after judgment).

         8. Time and Place of Payment:


         (a)      Whenever any payment to be made in respect hereto becomes due
                  on a day which is not a business day, the maturity thereof
                  shall be extended to the next succeeding business day and
                  interest on such unpaid amount shall accrue at the applicable
                  Contract Rate during such extensions.



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         (b)      All payments of principal, interest or other amounts payable
                  on or in respect to this Note or the indebtedness evidenced
                  hereby, shall be made to Harrah's Operating Co., Inc., at the
                  address provided above or at such other address or to such
                  other account as may from time to time be identified by Holder
                  to Development Company, in funds immediately available to
                  Holder in the city where payment is required to be made.

         9.       No Right of Set Off by Makers:

         No payment of principal hereof or interest hereon shall be subject to
any set off, reduction, or recoupment by the undersigned for any cause
whatsoever relating to or based upon dealings between the undersigned and/or
Development Company and Harrah's Operating Company, Inc., or any subsequent
Holder.

         10.      Waiver of Defenses:

         (a)      The undersigned and every endorser or guarantor of this Note
                  and any of the indebtedness evidenced hereby, by becoming such
                  endorser or guarantor (i) consents and agreed to be bound by
                  the provisions of this Note and promises, absolutely and
                  unconditionally to pay the principal of, said interest and
                  charges on this Note as herein provided; (ii) waives (to the
                  extent permitted by law) trial by jury and all benefits
                  conferred by the statute of limitations in any action on this
                  note; (iii) waives (to the fullest extent allowed by law) all
                  requirements of diligence and collection, presentment, notice
                  or non-payment, protest, notice of protest, suit and all other
                  conditions precedent in connection with the collection and
                  enforcement of this Note or any guarantee of the indebtedness
                  evidenced








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         hereby; (iv) waives any right to the benefit of or to direct the
         application of any security for this Note (if any) until all the
         obligations of the undersigned represented hereby have been paid in
         full; (v) waives the right to require the Holder to proceed against any
         other person or to pursue any other remedy before proceeding against
         it, and, except as otherwise required by law, waives the right to
         require the Holder to proceed against any security (if any) before
         proceeding against it; and (vi) agrees that no renewal or extension of
         this Note, including a renewal or extension which this Note is
         surrendered, no change in the rate of interest payable hereon, no
         release, surrender or substitution of any security (if any) for or
         guarantees of, this Note or the indebtedness evidenced hereby, no
         modification or waiver of the terms of this Note, no release of or
         covenant not to sue, or covenant not to levy execution against property
         of any person liable under this Note or the indebtedness evidenced
         hereby, no delay in the enforcement of payment of this Note or any
         security for or guarantee of, this Note for the indebtedness evidenced
         hereby, and no delay or omission in exercising any right or power under
         this Note or any security for or guarantee of this Note or the
         indebtedness evidenced hereby shall affect its liability.

         (b) None of the provisions hereof and none of the Holder's right and
         remedies hereunder on account of any past or future default shall
         deemed to be waived by the Holder's acceptance of any past due amount
         or by any indulgence granted by the Holder to the undersigned, or any
         of them.



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         11.      Miscellaneous:

         (a)      This Note shall be governed by and interpreted in accordance
                  with the laws of the State of Tennessee;

         (b)      If this Note is signed by more than one party or person, it
                  shall be the joint and several obligation of all makers,
                  endorsers, guarantors, and sureties and shall be binding upon
                  all parties hereto and their successors, heirs, estates,
                  devisees and assigns;

         (c)      This Note may not be modified or terminated orally but only by
                  agreement or discharge in writing and signed by Holder;

         (d)      Any forbearance of the Holder in exercising any right or
                  remedy hereunder, or otherwise afforded by applicable law,
                  shall not be a waiver of or preclude the exercise of any right
                  or remedy;

         (e)      The acceptance by a Holder of payment of any sum payable
                  hereunder after the due date of such payment, shall not be a
                  waiver of the Holder's right to either require prompt payment
                  when due of all other sums payable hereunder or to declare a
                  default for failure to make prompt payment;

         (f)      Whenever Holder is referred to in this Note, such reference
                  shall be deemed to include the successors and assigns of
                  Holder, including without limitation any subsequent assignee
                  or Holder or this Note, and all covenants, provisions and
                  agreements by or on behalf of any of the undersigned and any
                  endorsers, guarantors, and sureties hereof which are contained
                  herein shall inure to the benefit of the successors and
                  assigns of Holder;





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         (g)      It is the intention of the undersigned and the Holder to
                  conform strictly to the Interest Law, as hereinbelow defined,
                  applicable to the transaction. Accordingly, it is agreed that,
                  notwithstanding any provisions to the contrary in this Note,
                  or in any documents relating hereto, the aggregate of all
                  interest and any other charges or consideration constituting
                  interest under the applicable Interest Law that is taken,
                  reserved, contracted for, charged or received under this Note
                  or otherwise in connection with this transaction, shall in no
                  circumstances exceed the maximum amount of interest allowed by
                  the Interest Law applicable to this transaction. If any excess
                  of interest in such respect is provided for in this Note or
                  otherwise relating hereto, then in such event: (i) the
                  provisions of this paragraph shall govern and control; (ii)
                  neither the undersigned nor the heirs, legal representatives,
                  devisees, estates, successors or assigns of the undersigned
                  shall be obligated to pay the amount of such interest to the
                  extent that it is in excess of the maximum amount of interest
                  allowed by the Interest Law applicable to this transaction;
                  (iii) any excess shall be deemed a mistake and cancelled
                  automatically and, if theretofore paid, shall be credited on
                  this Note by Holder (or if this Note shall have been paid in
                  full, refunded to the undersigned); and (iv) the effective
                  rate of interest shall be automatically subject to reduction
                  to the Maximum Rate of Interest, as hereinafter defined,
                  allowed under such Interest Law as now or hereafter construed
                  by courts of appropriate jurisdiction. To the extent permitted
                  by the Interest Law applicable to this transaction, all sums
                  paid or agreed to





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                  be paid to Holder for the use, forbearance or detention of the
                  indebtedness evidenced hereby, shall be amortized, pro-rated,
                  allocated and spread through out the full term of this Note.
                  For the purposes of this Note, "Interest Law" shall mean the
                  law of the State of Tennessee, United States of America or
                  other jurisdiction which has application to the interest and
                  other charges under this Note as of the date hereof or the
                  date of any advance made hereunder which ever is applicable.
                  The term "Maximum Rate of Interest" shall mean the maximum
                  rate of interest that the Holder may from time to time charge
                  the undersigned and in regard to which the undersigned would
                  be prevented successfully from raising a claim or defense of
                  usury under the applicable Interest Law.

         (h)      The undersigned represents and warrants that all of the
                  proceeds of this Note will be used solely in connection with
                  the undersigneds' trade or business.

                                      JCC Development Company, L.L.C.
                                      A Louisiana Limited Liability Company


                                      By: /s/ Frederick W. Burford
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                                      Its: President & CEO
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