EXHIBIT 10.3

                         SENIOR SUBORDINATED GUARANTEE
                         -----------------------------

          For value received, the undersigned hereby unconditionally guarantees
to the Holder of this Note the payments of principal of, premium, if any, and
interest on this Note in the amounts and at the time when due and interest on
the overdue principal, premium, if any, and interest, if any, of this Note, if
lawful, and the payment or performance of all other obligations of the Company
under the Indenture or the Notes, to the Holder of this Note and the Trustee,
all in accordance with and subject to the terms and limitations of this Note,
Article Thirteen of the Indenture and this Guarantee.  This Guarantee will
become effective in accordance with Article Eleven of the Indenture and its
terms shall be evidenced therein.  The validity and enforceability of any
Guarantee shall not be affected by the fact that it is not affixed to any
particular Note.

          The obligations of the undersigned to the Holders of Notes and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth in
Article Thirteen of the Indenture and reference is hereby made to the Indenture
for the precise terms of the Guarantee and all of the other provisions of the
Indenture to which this Guarantee relates.  The Indebtedness evidenced by this
Guarantee is, to the extent and in the manner provided in the Indenture,
subordinate and subject in right of payment to the prior payment in full in cash
of all Guarantor Senior Indebtedness as defined in the Indenture, and this
Guarantee is issued subject to such provisions.  Each Holder of a Note, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee, on behalf of such Holder, to take such
action as may be necessary or appropriate to effectuate the subordination as
provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such
Holder for such purpose; provided that such subordination provisions shall cease
to affect amounts deposited in accordance with the defeasance provisions of the
Indenture upon the terms and conditions set forth therein.

          This Guarantee is subject to release upon the terms set forth in the
Indenture.


                                    EMPRESS CASINO JOLIET CORPORATION


                                    By: /s/ Peter A. Ferro, Jr.
                                       --------------------------------
                                       Name: Peter A. Ferro, Jr.
                                            ---------------------------  
                                       Title: Chief executive officer
                                             --------------------------