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Exhibit 10.2


                               PURCHASE AGREEMENT


        PURCHASE AGREEMENT, dated and effective as of the 1st day of October,
2001 (this "Agreement"), by and between Horseshoe Gaming Holding Corp., a
Delaware company ("Horseshoe"), and Jerry Howard ("Seller").

                                    RECITALS:

        Horseshoe is a casino owner/operator with its principal office in
Joliet, Illinois.

        Seller is the current owner of 84.29 shares of Horseshoe (the "Shares").

        Horseshoe and Seller have agreed that the fair market value of the
Shares is TWO MILLION, THREE HUNDRED SEVENTEEN THOUSAND, NINE HUNDRED AND
TWENTY-SIX DOLLARS ($2,317,926.00).

        Seller currently has a loan against his ownership equal to $530,000.00
plus outstanding interest of $25,030.00 for a total advance of $555,030.00
("Advance").

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

        1. Subject to the terms and conditions set forth herein, Seller agrees
to sell, transfer, convey, assign and deliver to Horseshoe, and Horseshoe agrees
to purchase, acquire and accept from Seller, the Shares, at the price of
$2,317,926.00 (the "Purchase Price"), payable by a promissory note of Horseshoe
which is attached hereto (the "Promissory Note") in the amount of $1,762,896.00
plus the Advance previously paid to seller.

        2. Seller hereby unconditionally releases and discharges Horseshoe from
any and all claims, known or unknown, directly or indirectly related to or in
any way connected with Seller's ownership of Horseshoe and any and all
agreements in any way connected with or related thereto other than this
Agreement and the Promissory Note. Seller acknowledges and agrees that following
the consummation of the transaction contemplated by this Agreement, Seller shall
have no equity ownership or any other interest in Horseshoe or any of its
affiliates or subsidiaries nor will Seller have rights of any kind to acquire
any shares in Horseshoe or any of its affiliates or subsidiaries; the only
rights Seller shall have will be to enforce the terms of the Promissory Note.

        3. Seller represents and warrants that Seller is the lawful record and
beneficial owner of the Shares, free and clear of any liens, claims,
encumbrances, marital property rights, security agreements, equities, options,
charges or restrictions of any kind.

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

        5. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns.



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        6. This Agreement and the rights and obligations of the Company and the
Seller hereunder shall be governed by, and shall be construed and enforced in
accordance with, the internal laws of the State of New York (including Section
5-1401 of the General Obligations Law of the State of New York), without regard
to conflicts of laws principles.

        7. This Agreement is subject to the approval of the appropriate gaming
regulatory authorities where required. The transfer of the Shares hereunder and
the payment of the Purchase Price as consideration therefore shall not occur
unless and until any required approval is obtained.

        8. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which together shall constitute one
and the same agreement.

        9. Horseshoe, on the one hand, and Seller, on the other hand, shall pay
their respective fees and expenses incurred by them in connection with the
transaction contemplated herein.

        10. Any term or provision of this Agreement that is invalid or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such invalidity or unenforceability without rendering invalid
or unenforceable the remaining terms and provisions of this Agreement or
affecting the validity or enforceability of any of the terms and provisions of
this Agreement in any other jurisdiction.


          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first set forth above.


                                  HORSESHOE GAMING HOLDING CORP.



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


                                  SELLER


                                               /s/ Jerry Howard
                                     ---------------------------------------
                                                 Jerry Howard


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