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                                                                   EXHIBIT 10.45


                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT ("Agreement") is dated and effective as
of the _____ day of August, 1999, between HORSESHOE GAMING, L.L.C.
("Horseshoe"), and GARY BORDER ("Border").

                                    RECITALS:

         A. Horseshoe is a casino owner/operator with its principal office in
Las Vegas, Nevada.

         B. Border is the current owner of a .535232% interest in Horseshoe and
an employee of Horseshoe by virtue of an Amended and Restated Employment
Agreement dated November 23, 1998, by and between Horseshoe and Border
("Employment Contract").

         C. Pursuant to his Employment Contract, Border has certain put rights
with respect to his ownership ("Put Rights"). Border has provided notice of his
intent to exercise his Put Rights and Horseshoe believes it is in its best
interest to acquire from Border his .535232% ownership interest.

         D. Horseshoe and Border have agreed that the fair market value of the
 .535232% interest in Horseshoe is $2,515,590 and that the value of his capital
account at July 31, 1999 was $185,230.

         E. Pursuant to his Employment Contract, Border has borrowed certain
sums from Horseshoe and as of July 31, 1999, Border is indebted to Horseshoe in
the principal amount of $150,000 plus interest of $3,873.97, thus Border is
indebted to Horseshoe as of July 31, 1999, in the total amount of $153,873.97
(the "Border Debt").

         F. Horseshoe is party to an agreement pursuant to which it may acquire
(the "Acquisition") Empress Casino Hammond Corporation, an Indiana corporation
("Empress Hammond"), and Empress Casino Joliet Corporation, an Illinois
corporation ("Empress Joliet"), both of which are subsidiaries of Empress
Entertainment, Inc., a Delaware corporation (collectively, "Empress").

         NOW, THEREFORE, in consideration of the premises and each act performed
by either party hereto, the parties agree as follows:

         1. Border hereby exercises his Put Right. Horseshoe hereby waives any
requirements of written notice and further waives the condition that the Put
Right can be exercised only in the event of termination of Border's employment.

         2. The Company shall purchase Border's ownership interest for an amount
determined as follows:

<TABLE>
<S>                                          <C>
         Percentage interest is .535232%
         Fair market value of Company        $470 m multiplied by .535232% =  $ 2,515,590
         Less initial minimum value          $350 m multiplied by .535232% =  $(1,873,312)
                                             ----                             -----------
                                                                              $   642,278
</TABLE>

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Such fair market value of the Company has been fully negotiated between the
parties and which price the parties agree constitutes the Fair Market Value of
Border's ownership interest.

         3. Concurrently with the execution of this Agreement, Border has sold
to Horseshoe, and Horseshoe has purchased from Border, Border's .535232%
interest in Horseshoe at the price of $642,278, plus a return of capital of
$185,230, for a total purchase price of $827,508 ("Purchase Price"). In full and
complete satisfaction of the Border Debt, the Purchase Price shall be reduced by
the amount of the Border Debt (the Purchase Price less the Border Debt being
referred to herein as the "Net Purchase Price.") The Net Purchase price shall be
paid as follows: (i) 33% of the Net Purchase Price at the time of the execution
of this Agreement, (ii) 33% of the Net Purchase Price on January 30, 2000, and
(iii) the balance on July 1, 2000. All sums due under this Agreement shall bear
interest at a rate of 8% per annum.

         4. Border hereby unconditionally releases and discharges the Horseshoe
from any and all claims, known or unknown, directly or indirectly related to or
in any way connected with (i) Border's exercise of the Put Right, (ii) Border's
ownership of Horseshoe, and (iii) this Agreement and all of the agreements,
documents and instruments to be executed and delivered in connection with this
Agreement. Border acknowledges and agrees that following the consummation of the
transaction contemplated by this Agreement, he shall have no equity ownership in
the Horseshoe nor will he have rights of any kind to acquire an ownership
interest in Horseshoe or any of its affiliates or subsidiaries; provided
however, that Border shall have the rights, if any, afforded to him under
Horseshoe's option plan to be first effective on or after January 1, 1999.

         5. If the Acquisition is closed (the date of such closing being
referred to as the "Acquisition Closing Date"), Horseshoe shall pay Border in
addition to the Purchase Price an amount equal to $160,569.60 (the "Additional
Amount"). The parties hereto agree that the Acquisition shall be deemed to have
closed in any of the following circumstances: (i) the Acquisition is consummated
in accordance with its terms or as may be amended by the parties to the
Acquisition agreement, or their successors, assignees or transferees; (ii)
Horseshoe renegotiates the agreement relating to the Acquisition so as to allow
the merger to be consummated as to either Empress Hammond or Empress Joliet and
the merger is then consummated with either Empress Hammond or Empress Joliet;
(iii) Horseshoe combines with another party such that the Acquisition is
consummated with Horseshoe obtaining Empress Hammond or Empress Joliet and the
other party obtaining the other; (iv) Horseshoe consummates the Acquisition in
accordance with its terms or as may be amended by the parties to that agreement,
but either Empress Hammond or Empress Joliet is spun off such that the Horseshoe
is combined with only one; or (v) Horseshoe sells or transfers its interest in
the Acquisition agreement to an unrelated third party. The Additional Amount, if
any, shall be paid, in equal installments with the remaining installment
payments of the Purchase Price. If the Purchase Price has been paid in full at
the time of the Acquisition Closing Date, then the Additional Amounts shall be
paid within 45 days of the Acquisition Closing Date.

         6. Border represents and warrants that he is the lawful record and
beneficial owner of the .535232% interest in Horseshoe, free and clear of any
liens, claims, encumbrances, marital property rights, security agreements,
equities, options, charges or restrictions of any kind.


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         7. This Agreement contains the entire agreement of the parties with
respect to the subject matter hereof and may be amended only by a writing signed
by each party hereto.

         8. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, legatees, personal representatives,
successors and assigns.

         9. This Agreement shall be governed and interpreted in accordance with
the laws of the State of Nevada.

         10. This Agreement may be executed in counterparts, each of which shall
be deemed an original and both of which together shall be deemed one Agreement.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of this
_____ day of August, 1999.

                                       "BORDER"


                                       -----------------------------------------
                                       Gary Border

                                       "HORSESHOE"

                                       HORSESHOE GAMING, L.L.C.

                                       By: Horseshoe Gaming Holding Corp.,
                                           its Manager



                                       By:
                                           -------------------------------------
                                           Kirk Saylor, Chief Financial Officer


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