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                                                                   EXHIBIT 10.13

                            EQUIPMENT SALE AGREEMENT

        This Equipment Sale Agreement (the "Agreement"), effective June 30,
1999, is entered into by and between AGI Distribution , Inc., dba Acres Gaming,
having a place of business at 815 N.W. 9th Street, Corvallis, OR 97330 ("Acres")
and Detroit Entertainment, L.L.C. dba MotorCity Casino, having a place of
business at 1922 Cass, Detroit, MI 48226 ("Customer").

   BACKGROUND

        Customer desires to engage Acres to provide the Game Hardware Kits (as
defined below) for a state of the art networked gaming, bonusing, slot
accounting, and player tracking system (the "System") at the MotorCity Casino,
located temporarily at 2901 Grand River, Detroit, MI 48201 (the "Casino
Location"), and Acres desires to provide Customer with such Game Hardware Kits.
Accordingly, the parties agree as follows:

1. DEFINITIONS

-   "Game Hardware Kits" means the components necessary to integrate Games into
    the System, namely, a player tracking card reader, a bonus button, a fluro
    flasher, a keypad, a VFD display, a location identifier, harness cabling,
    internal game electronics, and a sufficient number of bank controllers for
    operation of the System.

-   "Games" means the gaming machines, including, but not limited to, slot
    machines and video poker machines, to be used by Customer at the Casino
    Location.

2. DELIVERY OF GAME HARDWARE KITS

 Not later than September 1, 1999, Acres will deliver 2628 Game Hardware Kits to
 Customer and/or such vendors as Customer designates, at such locations as
 Customer designates. Items shipped by Acres to or for the benefit of Customer
 will be shipped FOB Casino Location or such other location as is designated by
 Customer.

3. PRICE AND PAYMENT TERMS

(a) Price. Customer shall pay Acres [Confidential portion omitted and filed
separately with the SEC], for a total price of $3,350,700, plus applicable taxes
(the "Total Price").

(b) Payment Schedule. Not later than September 20, 1999, Customer shall pay
Acres the Total Price.

4. INSTALLATION

Acres shall install or, where applicable, supervise the installation of the Game
Hardware Kits in


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good working order, including testing and verifying that they have been
successfully installed. Customer and Acres shall cooperate fully with each other
with respect to such activities.

5. WARRANTY

ACRES WARRANTS THAT FOR A PERIOD OF TWELVE (12) MONTHS FOLLOWING "GO LIVE", THE
GAME HARDWARE KITS PROVIDED HEREUNDER WILL BE FREE FROM DEFECTS AND IN GOOD
WORKING ORDER. IN THE EVENT OF A DEFECT, ACRES WILL EXPEDITIOUSLY RESTORE THE
APPLICABLE GAME HARDWARE KITS TO GOOD WORKING CONDITION BY ADJUSTMENT, REPAIR OR
REPLACEMENT, AT ACRES' OPTION. EXCEPT AS SPECIFICALLY PROVIDED IN THIS
AGREEMENT, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT
LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. SUPPLEMENTAL REMEDIES

In the event that any of the Game Hardware Kits supplied pursuant to this
Agreement do not substantially conform to specifications or representations set
forth in this Agreement, are not suitable for use at the Casino Location, or are
not timely delivered, installed or tested, in addition to other rights and
remedies available to Customer at law or equity, Customer may elect to: (1)
receive a refund of the payment for said Game Hardware Kit(s) provided Customer
returns the applicable Game Hardware Kit(s) to Acres or (2) retain said Game
Hardware Kit(s) and have Acres procure and provide suitable alternative Game
Hardware Kit(s).

7. LIMITATION OF LIABILITY

In no event shall Acres' liability for Customer's damages under this Agreement
exceed the Total Price.

8. TITLE

Title to each Game Hardware Kit shall vest in Customer upon receipt by Customer
or its designated vendor, as applicable, of the applicable Game Hardware Kit.

9. INDEMNITY

(a) Acres at its own expense will defend, indemnify and hold Customer harmless
in any action brought against Customer to the extent that it is based on a claim
that any one or more of the Game Hardware Kits or any component(s) thereof
infringe(s) any patents, copyrights, licenses or other property rights, provided
that Acres is promptly notified in writing of such claim. Acres shall have the
right to control the defense of all such claims, lawsuits and other proceedings.
In no event shall Customer settle any such claim, lawsuit or proceeding without
Acres' prior written approval.


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(b) If, as a result of any claim of infringement against any patent, copyright,
license or other property right, Acres or Customer are enjoined from using any
one or more of the Game Hardware Kits or any component(s) thereof, or if Acres
believes that any one or more of the Game Hardware Kits or any component(s)
thereof are likely to become the subject of a claim of infringement, Acres at
its option and expense may procure the right for Customer to continue to use the
applicable Game Hardware Kits or component(s) thereof or replace or modify same
with components of equal quality and function so that they are non-infringing.
The foregoing Subsections (a) and (b) state the entire liability of Acres with
respect to infringement of any license, property rights, copyrights or patents
by the Game Hardware Kits or any component(s) thereof.

(c) Acres will defend, indemnify and hold Customer harmless from and against any
claims, demands, liability(ies) or judgments resulting from a malfunction of any
one or more of the Game Hardware Kits or any component(s) thereof because of
design or manufacturing defects, or otherwise attributable to Acres' acts or
omissions. Customer will defend, indemnify and hold Acres harmless from and
against any claims, demands, liability(ies) or judgments resulting from
Customer's breach of this Agreement, negligence in operation of the Game
Hardware Kits or any component(s) thereof, or otherwise attributable to
Customer's acts or omissions.

10. GENERAL PROVISIONS

(a) Force Majeure. Neither party shall be responsible for any failure to perform
or delay in performing any of its obligations hereunder where and to the extent
that such failure or delay results from a force majeure event, meaning: strike,
boycott, lockout or other labor trouble; storm, fire, earthquake or other Act of
God; riot, civil disturbance, or any act of war or of the public enemy;
shortage, unavailability or disruption in the supply of electrical or other
utility service; or any other cause or contingency beyond the control of the
applicable party, but only during such time as such party is unable due to a
specified reason herein to perform its obligations hereunder. Licensing delays
shall not be considered a force majeure event.

(b) Attorneys' Fees. If either party brings any legal action or other proceeding
for breach of this Agreement, the prevailing party shall be entitled to recover
its reasonable attorneys' fees and costs.

(c) Divisibility. If any provision of this Agreement is found to be prohibited
by law and invalid, or for any other reason if any provision is held to be
unenforceable, in whole or in part, such provision shall be ineffective to the
extent of the prohibition or unenforceability without invalidating or having any
other adverse effect upon any other provision of this Agreement.

(d) Licensing. Acres warrants that it holds all requisite licenses, permits
and/or approvals required for it to perform all of its obligations hereunder and
shall comply with all applicable codes, laws, ordinances, approvals, rules and
regulations. Acres understands and acknowledges that this Agreement, at
Customer's discretion, may be subject to Acres and its principals being found
suitable by Customer's Compliance Committee. Notwithstanding any other provision
in this Agreement to the contrary, Customer may terminate this Agreement without
further


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obligation or liability to Acres if, in the judgment of Customer's Compliance
Committee, the relationship with Acres or Acres' principals could negatively
impact Customer's business or the business of Mandalay Resort Group or any of
its subsidiaries or affiliates.

(e) Addendum. For additional terms and conditions, see the Addendum attached
hereto and incorporated herein by this reference. In the event of any
inconsistency between this Agreement and the Addendum, the Addendum shall
control.

(f) Entire Agreement. This Agreement, including the Addendum, constitutes the
entire agreement between the parties relating to its subject matter and
supersedes all prior or contemporaneous negotiations or agreements, whether oral
or written, relating to the subject matter hereof. No extension, modification or
amendment of this Agreement shall be binding upon a party unless such extension,
modification or amendment is set forth in a written instrument, which is
executed and delivered on behalf of such party.

(g) Counterparts/facsimile. This Agreement may be executed in counterparts, each
of which shall be deemed an original and all of which together shall constitute
a single Agreement. Each party may rely upon the facsimile signature of the
other.

The parties hereto have duly executed this Agreement the 16th day of September,
1999.

AGI DISTRIBUTION, INC.                      DETROIT ENTERTAINMENT, L.L.C.

By: ___________________________             By: ______________________________

Title: ________________________             Title: ___________________________


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                                    ADDENDUM

           1.  This Agreement is subject to review by the Michigan Gaming
               Control Board ("Board") for compliance with the Michigan Gaming
               Control and Revenue Act, MCL 432.201, et. seq., as amended,
               supplemented, or construed, and the rules, regulations and orders
               promulgated pursuant thereto, plus other such requirements, if
               any, as are imposed by the Board (collectively, the "MGCB
               Requirements"). Because the Board currently requires inclusion of
               the following language in every contract that Detroit
               Entertainment signs, the following language, to the extent
               applicable, is made a part of the Agreement (with the term
               "contract" referring to the Agreement, the terms "Applicant" and
               "Licensee" referring to Detroit Entertainment, and the term
               "Contractor" referring to Vendor):

               (a) Upon execution of this contract and in accordance with the
               Michigan Gaming Control and Revenue Act ("Act") MCL 432.201, et.
               seq., and the rules promulgated pursuant thereto ("Rules", as
               well as Michigan Gaming Control Board ("Board") orders and
               regulations, the Contractor shall cooperate with the Applicant or
               Licensee and its designees and provide information on an as
               needed basis, directly or, if so directed by the Applicant or
               Licensee, through the Applicant or Licensee to representatives of
               the Board regarding this contract and its implementation. In
               addition, the Contractor shall allow the Board or its
               representatives on an as needed basis, to inspect the books and
               records of the Contractor regarding this contract.

               (b) The Contractor and any and all subcontractors shall adhere to
               and comply with the following:

                      (i) The Act and the Rules, orders and regulations of the
                      Board issued and to be issued thereunder, as may hereafter
                      be amended, supplemented or construed. The Contractor
                      further acknowledges that the Act imposes and will
                      continue to impose requirements upon the Contractor, and
                      any and all subcontractors, and the Applicant or Licensee,
                      and may call for the submission and approval of this
                      contract by the Board or its designees.

                      (ii) Any and all requirements imposed upon each of them by
                      the Act and the Board, including, but not limited to, any
                      licensing, notification, disclosure, or registration
                      requirements imposed thereby. The Contractor and all
                      subcontractors shall assist the Applicant or Licensee in
                      complying with any requirements imposed on the Applicant
                      or Licensee by the Act or Board by reason of the project
                      or work contemplated hereunder.

                      (iii) All applicable federal, state, county, city, local
                      or other statues, ordinances, rules and regulations and
                      other laws including, but not limited to, the aforesaid
                      statutes and administrative rules and regulations.

               (c) The Contractor shall supervise and oversee compliance with
               the requirements of the Act by the Contractor and by each of the
               Contractor's associates, employees, consultants and all persons,
               contractors, subcontractors and any other consultants and
               engineers retained by the Contractor in connection with the
               Project (as defined below). The Contractor shall prepare such
               reports as shall be required by the Board.

               (d) The Contractor shall qualify to do business and obtain such
               license, identification number, registration and other permits as
               may be required for the performance of the services required to
               be performed by the Contractor under this contract.

               (e) This contract shall be subject to review by the Board for
               compliance with the Act and Rules and is subject to termination
               if so ordered by said Board. If the Board should disapprove of or
               order termination of this contract by reason of finding that the
               Contractor or any person associated with the Contractor, or any
               of their affiliated companies, is unsuitable or is otherwise
               prohibited from doing business with Applicants or Licensees,
               neither the Applicant or Licensee, nor any of its members,
               partners, shareholders, officers, directors, or employees, shall
               be liable in any way to the Contractor by reason of such
               disapproval or termination.


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               (f) If the Board should disapprove of or order termination of
               this contract by reason of finding that the Applicant or Licensee
               or any person associated with the Applicant or Licensee or any of
               their affiliated companies, is unsuitable or is otherwise
               prohibited from doing business with Applicants or Licensee, said
               parties shall not be liable in any way for any consequences,
               losses or damage suffered or incurred by the Contractor by reason
               of such disapproval or termination.

               (g) Detroit Entertainment is entitled to terminate this contract
               if the Board determines that this contract does not comply with
               the Act or the MGCB Requirements.

           2.  Detroit Entertainment is also required by agreement with the City
               of Detroit to include in its contracts certain other provisions.
               Accordingly, to the extent applicable, Vendor further agrees as
               follows:

               (a) Vendor agrees to use its best efforts in a manner consistent
               with City of Detroit Executive Order 4 to purchase at least 30%
               of goods, services and supplies purchased for this Project (as
               defined below) from vendors who meet the definition of
               "Detroit-Based Businesses", "Detroit Resident Businesses", "Small
               Business Concerns", "Minority Owned Businesses" and "Women Owned
               Businesses" at the time the contract is awarded. Further, Vendor
               agrees to work to achieve higher participation, if possible.
               Vendor agrees that it will maintain appropriate records and will
               require each of its subcontractors to maintain appropriate
               records to permit confirmation of compliance with the provisions
               of this paragraph.

               (b) Vendor and its subcontractors shall comply with all licensing
               requirements established by the City of Detroit, the County of
               Wayne and the State of Michigan including, but not limited to,
               the licensing requirements established by the Act and the Rules.
               In furtherance thereof, Vendor expressly acknowledges that the
               ability of Vendor and its subcontractors to obtain licensure in
               Michigan is contingent upon such parties' key persons (as those
               terms are defined under applicable Michigan law, rules and
               regulations) meeting applicable licensing standards and otherwise
               complying with all applicable laws, rules, regulations and
               restrictions. Vendor shall do all things necessary (including
               complying with any licensing, notification, disclosure or
               registration requirements) and shall cooperate in all respects to
               allow compliance with the applicable laws, rules, regulations and
               restrictions.

               (c) Vendor agrees to perform its services in a manner which is
               consistent with and in full compliance with the terms and
               conditions of the March 12, 1998 Development Agreement entered
               into by and among the City of Detroit, The Economic Development
               Corporation of the City of Detroit and Detroit Entertainment, as
               amended from time to time. In furtherance thereof, Vendor agrees
               to include in all of its contracts relating to Detroit
               Entertainment's business ("Project") a provision requiring its
               subcontractors to perform services in a manner which is
               consistent with and in full compliance with the terms and
               conditions of the March 12, 1998 Development Agreement entered
               into by and among the City of Detroit, The Economic Development
               Corporation of the City of Detroit and Detroit Entertainment,
               L.L.C., as amended from time to time.


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               (d) In the event that any provision of this Agreement is
               determined to be inconsistent with the requirements of the March
               12, 1998 Development Agreement entered into by and among the City
               of Detroit, The Economic Development Corporation of the City of
               Detroit and Detroit Entertainment, as amended from time to time,
               the Act, the Rules and/or any other applicable law, rule or
               regulation, then the provisions of the Development Agreement
               and/or the applicable law, rule or regulation shall prevail and
               this Agreement shall be interpreted and enforced accordingly.

               (e) Vendor shall include the following in all of its contracts
               regarding the Project: In the event that the Board does not
               approve this contract, where approval is required, and/or
               requests or requires that this contract be terminated, then this
               contract shall immediately terminate.

               (f) Vendor expressly acknowledges that this Project is subject to
               comprehensive statutory, regulatory and contractual requirements.
               The failure of Vendor and/or any of Vendor's subcontractors to
               comply with said comprehensive statutory, regulatory and
               contractual requirements, all of which are hereby expressly
               incorporated herein as a part hereof as though fully set forth
               herein, may result in a termination of this Agreement and Vendor
               acknowledges and agrees to this condition and restriction. All of
               Vendor's contracts on this Project shall contain a like contract
               provision which is consistent with the provisions of this
               paragraph.

               (g) If this Agreement constitutes a construction contract, then
               the following provisions are included to the extent applicable:

                      (1) Vendor agrees (a) that the rates, wages and fringe
                      benefits that Vendor and its subcontractors pay to each
                      class of employees on this Project shall not be less than
                      the wage and fringe benefit rates prevailing in the City
                      of Detroit as established by the most recent survey by the
                      Michigan Department of Labor for prevailing wages
                      determined under Act 166, P.A. 1965 (Act 166 P.A. 1965,
                      MCLA 408.551 et seq., MSA 17.256(a) et seq.) and (b) to
                      the extent applicable, to comply with the provisions of
                      the Davis-Bacon Act (40 U.S.C. 276a et seq. (1997). In
                      furtherance thereof, Vendor agrees to hire subcontractors
                      (including materials suppliers) who agree (a) to include
                      in their construction contracts an express term that the
                      rates, wages and fringe benefits that the subcontractor
                      and each of its subcontractors pay to each class of
                      employees on this Project shall not be less than the wage
                      and fringe benefit rates prevailing in the City of Detroit
                      as established by the most recent survey by the Michigan
                      Department of Labor for prevailing wages determined under
                      Act 166, P.A. 1965 (Act 166 P.A. 1965, MCLA 408.551 et
                      seq., MSA 17.256(a) et seq.) and, (b) to the extent
                      applicable, to comply with the provisions of the
                      Davis-Bacon Act, 40 U.S.C. 276a et seq. (1997).

                      (2) Vendor agrees to commit to the goal of maximizing, to
                      the greatest extent possible, the number of Detroit
                      resident apprentices who advance to journeyman status by
                      agreeing to, and by requiring Vendor's subcontractor(s) to
                      agree to utilize to the greatest extent possible unions
                      that do or will operate apprentice programs on the Project
                      that are open to all Detroit residents.

                      (3) Vendor agrees to implement an equal opportunity
                      employment plan which is a voluntary plan for the
                      employment, recruitment, training and upgrading of women
                      and minorities which conforms to all applicable laws and
                      which is consistent with Executive Order 22 of the City of
                      Detroit. Vendor agrees to require each of its
                      subcontractor(s) and their subcontractors to implement an
                      equal employment plan consistent with the provisions of
                      this paragraph.

               3. Vendor represents and warrants that all goods furnished
               hereunder, whether supplied by Vendor or by someone else, will
               (1) be new and of first quality, (2) be free from defects in
               materials and workmanship, (3) conform to the specifications
               supplied by Detroit Entertainment, (4) be free from design and
               specification defects, whether or not manufactured to Vendor's
               specifications, (5) be fit for the purpose for which intended,
               (6) be of merchantable quality and fit



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               and safe for consumer use, (7) be free and clear of all liens and
               encumbrances at the time of shipment, (8) be "Y2K Compliant" as
               described below. For purposes of this Addendum, a device
               (software application, computer hardware, embedded chip, etc.)
               that is Year 2000 compliant ("Y2K Compliant") accurately
               processes date/time data (including, but not limited to,
               calculating, comparing, and sequencing) from, into, and between
               the 20th and 21st centuries, and the years 1999 and 2000, and
               accurately performs leap year calculations for the year 2000 and
               into the 21st century. In addition:

           -   The device shall not end operation abnormally or provide invalid
               or incorrect results as a result of processing date data.

           -   No acceptable value for current date shall cause interruptions in
               normal operations of systems using the device.

           -   All manipulations of time-related data (dates, duration, days of
               week, etc.) shall produce the desired results for all valid date
               values within the operational date range specified for the
               device.

           -   Date elements in interfaces and data storage for the device shall
               permit specifying century to eliminate date ambiguity.

           For any date element represented without a century value, the device
           shall unambiguously determine the correct century for all
           manipulations involving that element. In addition interface
           documentation clearly describes how the correct century value is
           determined.

        The device shall accurately process date/time data with other Year 2000
        compliant devices whenever such data is exchanged in accordance with the
        device's documented interface specification.

AGI DISTRIBUTION, INC.                      DETROIT ENTERTAINMENT, L.L.C.

By: ___________________________             By: ______________________________

Title: ________________________             Title: ___________________________

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