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                                                                    EXHIBIT 10.2

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
OR ANY APPLICABLE STATE SECURITIES LAWS, AND NO OFFER, TRANSFER OR ASSIGNMENT OF
THIS NOTE MAY BE MADE IN THE ABSENCE OF SUCH REGISTRATIONS OR UNLESS EXEMPTIONS
FROM SUCH REGISTRATIONS ARE AVAILABLE.

                                 PROMISSORY NOTE


$ 3,400,000                                                 Dated: April 1, 2000

         FOR VALUE RECEIVED, the undersigned Horseshoe Gaming Holding Corp., a
Delaware corporation (the "Company"), hereby promises to pay to the order of
Walter J. Haybert, a Tennessee resident, or his successors and assigns
("Holder"), at the address specified in Section 7 herein, or at such other place
as Holder may direct, the principal amount of Three Million Four Hundred
Thousand Dollars ($3,400,000), plus interest, as provided herein.

         1. PURCHASE AGREEMENT. This Note is issued pursuant to the terms and
conditions of a Purchase Agreement dated as of the date hereof (the "Purchase
Agreement"), between the Company and the Holder, as consideration for the
repurchase by the Company of 145.605191 shares of Holder's ownership interest in
the Company (the "Ownership Interest").

         2. PRINCIPAL PAYMENT MATURITY. On August 1, 2001, Company shall pay
Holder $1,000,000 and thereafter the outstanding principal balance, together
with all accrued but unpaid interest, shall be payable on April 1, 2003
("Maturity Date"). Notwithstanding anything contained herein to the contrary,
Maker shall not be required to make said payment on August 1, 2001, if, after
satisfying all other required installments to repurchase ownership interest or
debt associated with the prior repurchase of equity of Maker or any of its
affiliates or subsidiaries ("Redemption Obligations"), the anticipated payment
to Holder would cause Maker to be in default, pursuant to the terms of any of
its trust indentures, notes, guarantees or other documents providing primary
institutional financing to Maker or any of its subsidiaries or affiliates
(collectively, the "Financing Documents"), or would cause the Chief Financial
Officer of Maker to reasonably foresee a default pursuant to the Financing
Documents. If Company fails to make said payment on August 1, 2001, Company
shall pay $1,000,000 to Seller as soon as possible thereafter after satisfying
all Redemption Obligations provided said payment will not cause a default under
the Financing Documents and would not cause the Chief Financial Officer of Maker
to reasonably foresee a default pursuant to the Financing Documents. In all
events, Make shall pay all sums due Holder under this Note on or before the
Maturity Date.


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         3. INTEREST. The Company promises to pay simple interest on the
outstanding principal amount of this Note at a rate equal to 9% per annum (the
"Interest Rate") from April 1, 2000 until the maturity date of this or the
earlier acceleration of this Note pursuant to Section 6 of this Note, when all
accrued interest shall be immediately due and payable. Interest shall be
computed on the basis of a 360-day year of twelve 30-day months. Subject to the
terms of the Financing Documents and the various agreements entered into prior
to the date hereof to repurchase the interests of various former employees and
owners of the Company (the "Repurchase Agreements"), which, among other things,
do not permit the Company to make principal payments on the repurchase of the
Ownership Interest prior to the repayment in full of amounts due under the
Repurchase Agreements, the Company shall pay accrued interest quarterly on July
1, October 1, January 1 and April 1 of each year, beginning on July 1, 2000. To
the extent that the Company is not permitted to make interest payments under the
Financing Documents or the Repurchase Agreements, interest shall accrue and be
compounded at the Interest Rate until the earlier of the date such interest is
paid, the maturity date of this Note or the earlier acceleration of this Note
pursuant to Section 6 of this Note.

         4. PREPAYMENT. Maker may prepay all or any portion of the unpaid
balance of the principal hereof, without premium or penalty. All sums received
in prepayment shall first be applied in payment of accrued but unpaid interest,
if any, and the excess shall be applied to payment of the principal due and
payable under Section 1 of this Note.

         5. METHOD OF PAYMENT. Both principal and interest shall be paid by
Maker in lawful currency of the United States of America to Holder at the
address of Holder specified in Section 7 of this Note or at such other place as
Holder shall direct.

         6. EVENTS OF DEFAULT. Each of the following constitutes an "Event of
Default" hereunder:

                  1. If after providing five (5) days written notice to Maker,
if principal of or interest on this Note is not paid within ten (10) days after
the Due Date thereof.

                  2. If after providing five (5) days written notice to Maker,
if the Maker is insolvent or generally fails to pay, or admits in writing the
Maker's inability to pay debts as they become due; or the Maker applies for,
consents to or acquiesces in the appointment of a trustee, receiver or other
custodian for the benefit of creditors; or, in the absence of such application,
consent or acquiescence, a trustee, receiver or other custodian is appointed for
the Maker or for a substantial part of the property or assets of the Maker and
is not discharged within sixty (60) days; or any bankruptcy, reorganization,
debt arrangement, or other case or proceeding under any bankruptcy or insolvency
law, or any dissolution or liquidation proceeding, is commenced in respect of
the Maker and if such case or proceeding is not commenced by the Maker it is
consented to or acquiesced in by the Maker or is such case or proceeding is not
vacated, stayed or dismissed within sixty (60) days of such commencement.


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         7. REMEDIES UPON AN EVENT OF DEFAULT. If an Event of Default shall
occur, then Holder may, at his option, exercise any one or more of the following
rights and remedies:

                  1. The Holder may declare the entire unpaid amount of this
Note to be immediately due and payable without presentment, demand, protest or
notice of any kind, all of which the Maker expressly waives;

                  2. Holder shall be entitled to all of the rights and remedies
in accordance with, and as provided by, the terms of this Note; and

                  3. Holder may exercise from time to time any rights and
remedies available to it under all applicable laws, including, without
limitation, the Nevada Uniform Commercial Code.

In addition, the Holder shall be entitled to recover from the Maker all costs
and expenses, including reasonable attorneys' fees and court costs, incurred in
enforcing his rights hereunder. The rights and remedies of Holder stated herein
are cumulative to and not exclusive of any rights or remedies otherwise
available to Holder.

         8. NOTICES. All notices, request, demands and other communications
under this Note shall be in writing and shall be deemed to have been duly given
on the date received if delivered personally to the party to whom notice is to
be given, or on the date of receipt if mailed by registered or certified mail,
return receipt requested, postage prepaid, to the following addresses:

If to the Maker, to:                         With a copy to:

         Horseshoe Gaming Holding Corp.      Dominic F. Polizzotto, Esq.
         P.O. Box 2789                       Ice, Miller, Donadio & Ryan
         Joliet, IL 60634-2789               One American Square, Box 82001
         Attn: Chief Financial Officer       Indianapolis, IN 46282-0002

If to the Holder, to:

         Mr. Walter J. Haybert


         9. MISCELLANEOUS.

         (a) This Note shall in all respects be governed by and construed in
accordance with the laws of the State of Illinois without regard to conflicts of
law principles.
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         (b) If more than one person shall be a Holder under this Note, all
rights of Holder under this Note and all determinations and actions of Holder
under this Note shall be exercised, made, taken by or only with the consent of
the Holders of a majority interest of the then outstanding principal amount of
this Note.

         (c) Holder shall not (by act, delay, omission or otherwise) be deemed
to have waived any of its rights or remedies hereunder, or any provision hereof,
unless such waiver is in writing signed by Holder, and any such waiver shall be
effective only to the extent specifically set forth therein; and a waiver by
Holder of any right or remedy under this Note on any one occasion shall not be
construed as a bar to or waiver of any such right or remedy which Holder would
otherwise have has on any occasion. The Maker and any endorsers hereof waive
protest, demand, presentment, and notice of dishonor.

         (d) Wherever possible, each provision of this Note which as been
prohibited by or hold invalid under applicable law shall be ineffective to the
extent of such prohibition or invalidity, but such prohibition or invalidity
shall not invalidate the remainder of such provision or the remaining provisions
of this Note.

         (e) Wherever in this Note reference is made to Maker or Holder, such
reference shall be deemed to include, as applicable, a reference to their
respective successors and assigns, legatees, heirs, executors, administrators
and legal representatives, as applicable, and, in the case of Holder, any future
holder of this Note, in any case as permitted by this Note. The provisions of
this Note shall be binding upon and shall inure to the benefit of such
successors, assigns, holders, legatees, heirs, executors, administrators and
legal representatives, as applicable.

         IN WITNESS WHEREOF, Maker has executed, acknowledged, sealed and
delivered this Note as of the day and year first above written.

                                Horseshoe Gaming Holding Corporation


                                By: /s/ Kirk C. Saylor
                                    --------------------------------------------
                                    Kirk C. Saylor, Chief Financial Officer