Exhibit 10.128

233 South Wacker Drive, Suite 2800
Chicago, Illinois 60606
Tel 312-234-2732
Fax 312-234-3603

Bank of America N. A.

|TO:   |  | Mandalay Resort Group
2880 Las Vegas Blvd-South
Las Vegas, NV 89109                                       
|----- |  | ----------------------------------------------------------------------------------------------------------
|ATTN: |  | Amy Preiss                                                                                                
|TEL:  |  | 702 632 6820                                                                                              
|FAX:  |  | 702 632 6822                                                                                              
|FROM: |  | Bank of America, N.A.
233 South Wacker DriveSuite 2800
Chicago, Illinois 60606
Robert OHara / Eric Borden
|Date: |  | 05APR04                                                                                                   

Our
Reference No. 3218738

Internal
Tracking Nos. 13109654

The
purpose of this letter agreement is to confirm the terms and conditions of the Transaction entered into between Mandalay Resort Group and Bank of America, N.A. (each a "party" and together "the
parties") on the Trade Date specified below (the "Transaction"). This letter agreement constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified in paragraph 1 below
(the "Agreement").

The
definitions and provisions contained in the 2000 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc., (the "Definitions") are incorporated into this
Confirmation. In the event of any inconsistency between the Definitions and this Confirmation, this Confirmation will govern.

1.  This
Confirmation evidences a complete binding agreement between the parties as to the terms of the Transaction to which this Confirmation relates. In addition, the parties agree to
use all reasonable efforts promptly to negotiate, execute and deliver an agreement in the form of the ISDA Master Agreement (Multicurrency-Cross Border) (the "ISDA Form"), with such modifications as
the parties will in good faith agree. Upon the execution by the parties of such an agreement, this Confirmation will supplement, forma part of, and be subject to that agreement. All provisions
contained or incorporated by reference in that agreement upon its execution will govern this Confirmation except as expressly modified below. Until the parties execute and deliver that agreement, this
Confirmation, together with all other documents referring to the ISDA Form (each a "Confirmation") confirming transactions (each a "Transaction") entered into between the parties (notwithstanding
anything to the contrary in a Confirmation), shall supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if the parties had executed an agreement in such
form (but without any Schedule) on the Trade Date of the first such Transaction between the parties. In the event of any inconsistency between the provisions of that agreement and this Confirmation,
this Confirmation will prevail for the purpose of this Transaction.

In
this Confirmation "Party A" means Bank of America, N.A. and "Party B" means Mandalay Resort Group.

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2.  The
terms of the particular Transaction to which this Confirmation relates are as follows:

| |  | Notional Amount:                              |  | USD 250,000,000.00                                                                                                                                                                                                                                                                                                        
| |  | --------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Trade Date:                                   |  | 02APR04                                                                                                                                                                                                                                                                                                                   
| |  | Effective Date:                               |  | 06APR04                                                                                                                                                                                                                                                                                                                   
| |  | Termination Date:                             |  | 31JUL09                                                                                                                                                                                                                                                                                                                   
| |  | Fixed Amounts:                                |  |                                                                                                                                                                                                                                                                                                                           
| |  | Fixed Rate Payer:                             |  | Party A                                                                                                                                                                                                                                                                                                                   
| |  | Fixed Rate Payer Payment Dates:               |  | The 31st of each January and July commencing 31JUL04 and ending 31JUL09, subject to adjustment in accordance with the Modified Following Business Day Convention. No Adjustment Of Period End Dates.                                                                                                                      
| |  | Fixed Rate Player Period End Dates:           |  | The 31st of each January and July, commencing on 31st July 2004 and ending on the Termination Date. No adjustment.                                                                                                                                                                                                        
| |  | Fixed Rate:                                   |  | 6.50000%                                                                                                                                                                                                                                                                                                                  
| |  | Fixed Rate Day Count Fraction:                |  | 30/360                                                                                                                                                                                                                                                                                                                    
| |  | Floating Amounts:                             |  |                                                                                                                                                                                                                                                                                                                           
| |  | Floating Rate Payer:                          |  | Party B                                                                                                                                                                                                                                                                                                                   
| |  | Floating Rate Payer Payment Dates:            |  | The 31st of each January and July, commencing 31JUL04 and ending 31JUL09, subject to adjustment in accordance with the Modified Following Business Day Convention.                                                                                                                                                        
| |  | Floating Rate for initial Calculation Period: |  | TO BE SET                                                                                                                                                                                                                                                                                                                 
| |  | Floating Rate Option:                         |  | USD-LIBOR-BBA                                                                                                                                                                                                                                                                                                             
| |  | Averaging:                                    |  | Inapplicable                                                                                                                                                                                                                                                                                                              
| |  | Designated Maturity:                          |  | 6 Month, provided that Linear Interpolation will apply to the Initial Calculation Period by reference to two rates based on the Floating Rate Option, one of which shall be determined as if the Designated Maturity were 3 months and the other of which
shall be determined as if the Designated Maturity were 4 months.
| |  | Spread:                                       |  | Plus 2.58000%                                                                                                                                                                                                                                                                                                             
| |  | Floating Rate Day Count Fraction:             |  | Actual/360                                                                                                                                                                                                                                                                                                                
| |  | Reset Dates:                                  |  | The last day of each Calculation Period                                                                                                                                                                                                                                                                                   
| |  | Compounding:                                  |  | Inapplicable                                                                                                                                                                                                                                                                                                              
| |  | Business Days:                                |  | New York, London                                                                                                                                                                                                                                                                                                          
| |  | Calculation Agent:                            |  | Party A                                                                                                                                                                                                                                                                                                                   

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Credit Support Providers:



Party
B agrees and acknowledges that any and all Collateral, guarantees, or security interests heretofore or hereafter pledged, guaranteed, or granted to Party A pursuant to a Credit Agreement,
guarantee, or related document shall also serve as collateral security for or guarantee of the obligations of Party B hereunder and Party B hereby grants to Party A a continuing security interest in
any and all Collateral heretofore or hereafter pledged to Party A pursuant to a Credit Agreement or related document as security for any and all obligations of Party B hereunder. Party B agrees to
cause any security interest granted pursuant to any Credit Agreement or related document to specifically include the obligations of Party B hereunder as secured obligations thereunder. As used herein,
(a) "Credit Agreement" means any note, instrument, agreement or other document for borrowed money now or hereafter entered into between Party A and Party B, as the same may be amended,
modified, supplemented, restated or replaced from time to time with the consent of Party A and (b) "Collateral" means any or all accounts, equipment, general intangibles, instruments,
inventory, intellectual property and all proceeds and products of such in which Party B has an ownership interest or any other property which may be included or more specifically defined in such
Credit Agreement.

Additional Termination Event.



3.     Recording of Conversations:



4.     Account Details:



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5.     Offices:



Governing Law:The Laws of the State of New York (without reference to the conflict of laws provisions thereof)

Credit Support Document:    As per Agreement (and Credit Support Annex if applicable).

Please confirm that the foregoing correctly sets forth the terms and conditions of our agreement by returning via telecopier an executed copy of this Confirmation to the
attention of Global Derivative Operations at (fax no.(312) 234-3603).

|Yours Sincerely,                                     |  |                          
|---------------------------------------------------- |  | -------------------------
|Bank of America, N.A.                                |  |                          
|/s/ DAVE WALKERDave Walker
Senior Vice President     |  |                          
|Authorized Signatory                                 |  |                          
|Accepted and confirmed as of the date first written: |  |                          
|Mandalay Resort Group                                |  |                          
|By:                                                  |  | /s/LES MARTIN            
|Name:                                                |  | Les Martin               
|Title:                                               |  | V.P. C.A.O. and Treasurer
|Our Reference # 3218738                              |  |                          

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