Exhibit 10.91

GIII

AIRCRAFT LEASE AGREEMENTdated as of December 28, 2001 ("Agreement")

This
Agreement (together with all supplements, annexes, exhibits and schedules hereto hereinafter referred to as the"Lease") is between General Electric Capital
Corporation, with an office at44 Old Ridgebury Road, Danbury, CT
06810-5105(hereinafter called, together with its successors and assigns, if any,"Lessor") and Mandalay Resort Group, a
Corporation organized and existing under the laws of the State of Nevada with its mailing address and chief place of business
at3950 Las Vegas Blvd. South, Las Vegas, NV 89119(hereinafter called"Lessee").

1.    LEASING:



2.    TERM, RENT AND PAYMENT:



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3.    TAXES AND FEES:



4.    REPORTS:Lessee will provide Lessor with the following in writing within the time periods specified: (a) notice of
any tax or other lien which attaches to the Aircraft and the full particulars of the tax or lien, within ten (10) days after Lessee becomes aware of the tax or lien, (b) Lessee's
complete financial statements, certified by a recognized firm of certified public accountants, within one-hundred (100) days of the close of each fiscal year of Lessee, and any
further financial information or reports, upon request; (c) notice to Lessor of the Aircraft's location, and the location of all information, logs, documents and records relating to the
Aircraft and its use, maintenance and/or condition, immediately upon request; (d) notice to Lessor of the relocation of the Aircraft's primary hangar location, ten (10) days prior to any
relocation; (e) notice of loss or damage to the Aircraft which would cost more than the lesser of (i)tenpercent
(10%) of the original Capitalized Lessor's Cost or (ii)two hundred fifty thousand and 00/100dollars ($250,000.00) to repair or replace, within ten (10) days of such loss or damage; (f) notice of any accident involving the Aircraft
causing personal injury or property damage, within ten (10) days of such accident; (g) copies of the insurance policies or other evidence of insurance required by the terms hereof,
promptly upon request by Lessor; (h) copies of all information, logs, documents and records relating to the Aircraft and its use, maintenance and/or condition, within ten (10) days of
such request; (i) on each annual anniversary of the Commencement Date of this Lease, a certificate of the authorized officer of Lessee stating that he has reviewed the activities of Lessee and
that, to the best of his knowledge, there exists no Event of Default or event which with notice or lapse
of time (or both) would become an Event of Default; (j) such information as may be required to enable Lessor to file any reports required by any governmental authority as a result

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of Lessor's ownership of the Aircraft, promptly upon request of Lessor; (k) copies of any manufacturer's maintenance service program contract for the airframe or engines, promptly upon request
by Lessor; (l) evidence of Lessee's compliance with FAA airworthiness directives and advisory circulars and of compliance with other maintenance provisions of Section 6 hereof and the
return provisions of Section 10, promptly upon request of Lessor; and (m) such other reports as Lessor may reasonably request.

5.    DELIVERY, REGISTRATION, USE AND OPERATION:



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6.    MAINTENANCE:



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7.    LIENS, SUBLEASE AND ASSIGNMENT:



8.    LOSS, DAMAGE AND STIPULATED LOSS VALUE:Lessee hereby assumes and shall bear the entire risk of any loss, theft,
confiscation, expropriation, requisition, damage to, or destruction of, the Aircraft, any engine or part thereof from any cause whatsoever, except to the extent such events directly result from the
gross negligence or willful misconduct of Lessor. If for any reason the Aircraft,

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or any engine thereto becomes worn out, lost, stolen, confiscated, expropriated, requisitioned, destroyed, irreparably damaged, or unusable ("Casualty
Occurrences")Lessee shall promptly (but in no event beyond 10 days from the date of such Casualty Occurrence) and fully notify Lessor in writing. If, in the opinion of
Lessor, a Casualty Occurrence has occurred which affects only the engine(s) of the Aircraft, then Lessee, at its own cost and expense, shall replace such engine(s) with an engine(s) acceptable to
Lessor and shall cause title to such engine(s) to be transferred to Lessor for lease to Lessee under this Lease. Upon transfer of title to Lessor of such engine(s), such engine(s) shall be subject to
the terms and conditions of this Lease, and Lessee shall execute whatever documents or filings Lessor deems necessary and appropriate in connection with the substitution of such replacement engine(s)
for the original engine(s). If, in the opinion of Lessor, a Casualty Occurrence has occurred with respect to the Aircraft in its entirety, on the next Rent Payment Date after a Casualty Occurrence
(the"Payment Date"), Lessee shall pay Lessor the sum of (i) the Stipulated Loss Value as set forth in Annex F calculated as of the Rent Payment
Date prior to such Casualty Occurrence; and (ii) all Rent and other amounts which are due under this Lease as of the Payment Date. Upon payment of all sums due hereunder, the Term of this Lease
as to the Aircraft shall terminate.

9.    INSURANCE:Lessee shall secure and maintain in effect at its own expense throughout the Term of the Lease insurance against
such hazards and for such risks as Lessor may require. All such insurance shall be with companies satisfactory to Lessor. Without limiting the generality of the foregoing, Lessee shall maintain:
(i) liability insurance covering public liability and property, cargo and sudden accidental pollution coverage, in amounts not less than fifty million (50,000,000) United States dollars for any
single occurrence; (ii) all-risk aircraft hull and engine insurance (including, without limitation, with respect to engine or part thereof while removed from the aircraft and
foreign object damage insurance) in an amount which is not less than the then Stipulated Loss Value; and (iii) confiscation, expropriation and war risk and allied perils (including, without
limitation, terrorism) insurance and hijacking insurance in an amount which is (x) for physical damage, not less than the Stipulated Loss Value and (y) for liability coverage, not less
than fifty million (50,000,000) United States dollars for any single occurrence.    All insurance shall: (1) name Lessor as owner of the Aircraft and as loss payee and additional
insured (without responsibility for premiums), (2) provide that any cancellation or substantial change in coverage shall not be effective as to the Lessor for thirty (30) days after
receipt by Lessor of written notice from the insurer of such cancellation or change, (3) insure Lessor's interest regardless of any breach of warranty or other act or omission of Lessee,
(4) include a severability of interest clause providing that such policy shall operate in the same manner as if there were a separate policy covering each insured, (5) waive any right of
set-off against Lessee or Lessor, and any rights of subrogation against Lessor, and (6) be primary and not be subject to any offset by any other insurance carried by Lessor or
Lessee. Lessee hereby appoints Lessor as Lessee's attorney-in-fact to make proof of loss and claim for and to receive payment of and to execute or endorse all documents, checks
or drafts in connection with all policies of insurance in respect of the Aircraft. Lessor shall not act as Lessees attorney-in-fact unless Lessee is in default. Lessee shall
pay any reasonable expenses of Lessor in adjusting or collecting insurance proceeds. Lessor may, at its option, apply proceeds of insurance, in whole or in part, to (A) repair the Aircraft, or
repair or replace any part thereof, or (B) satisfy any obligation of Lessee to Lessor under this Lease. The foregoing notwithstanding, to the extent no Event of Default has occurred and is
continuing, upon written notice from Lessee, Lessor shall follow Lessee's written direction regarding application of the proceeds of insurance, in whole or in part, to (A) repair the Aircraft,
or repair or replace any part thereof, or (B) satisfy any obligation of Lessee to Lessor under this Lease;provided, however, that Lessor shall
have no obligation to apply such insurance proceeds towards repair or replacement of the Aircraft or any part thereof, if Lessor determines, in its sole discretion, that any such repair or replacement
is not capable of being completed before the
expiration of the term of the Lease. If an Event of Default has occurred and is continuing hereunder, Lessee shall have no right to direct the application of any such

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insurance proceeds. Any surplus of such insurance proceeds, shall, to the extent no Event of Default has occurred and is continuing, be paid by Lessor to Lessee.

10.  RETURN OF AIRCRAFT:



11.  EVENTS OF DEFAULT AND REMEDIES:



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12.  NET LEASE:



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13.  INDEMNIFICATION:



14.  DISCLAIMER:



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15.  REPRESENTATIONS AND WARRANTIES OF LESSEE:

Lessee hereby represents, warrants and covenants to Lessor that on the date of this Lease and at all times during the Term of this Lease:



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Period

RatioAt all times from the date hereof through 1/31/03

2.25 to 1.0At all times thereafter through 1/31/04

2.50 to 1.0At all times thereafter through 1/31/05

2.75 to 1.0At all times thereafter

3.00 to 1.0; and




Period

RatioAt all times from the date hereof through 4/30/02

5.25 to 1.0At all times thereafter through 1/31/03

5.50 to 1.0At all times thereafter through 4/30/03

5.00 to 1.0At all times thereafter through 7/31/03

4.75 to 1.0At all times thereafter through 7/31/04

4.50 to 1.0At all times thereafter

4.25 to 1.0




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16.  OWNERSHIP FOR TAX PURPOSES; GRANT OF SECURITY INTEREST; USURY SAVINGS:



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17.  EARLY TERMINATION:



18.  EARLY PURCHASE OPTION:



19.  END OF LEASE OPTIONS AND OBLIGATIONS:



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20.  EXCHANGE OPTION.



21.  MISCELLANEOUS:



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22    TRUTH-IN-LEASING:



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[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF,Lessee and Lessor have caused this Lease to be executed by their duly authorized representatives as of the date first
above written.

|LESSOR:                              |  | LESSEE:              
|------------------------------------ |  | ---------------------
|General Electric Capital Corporation |  | MANDALAY RESORT GROUP
|By:                                  |  | STEPHEN B. PETERSON  
|Title:                               |  | Sr. Risk Analyst     

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ANNEX A  Description of Aircraft, Lessor's Cost, and Aircraft Markings

|I. |  | Description                                                                                                                                                                                                                                                 |  | Cost:
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----
|   |  | Gulfstream American Corp, Model G-1159A Aircraft which consists of the following components:                                                                                                                                                                |  | $    
|   |  | (a) Airframe bearing FAA Registration Mark N123MR and Manufacturer's Serial No. 455;                                                                                                                                                                        |  |      
|   |  | (b) Two (2) Rolls Royce 511-8 engines bearing Manufacturer's Serial Nos. 11332 and 11333 respectively (each of which has 750 or more rated takeoff horsepower or the equivalent of such horsepower);                                                        |  |      
|   |  | (c) N/A propellers bearing, respectively bearing, Manufacturer's Serial Nos.             and            , each being rated as
follows:                                                                                                                      |  |      
|   |  | (d) Standard accessories and optional equipment and such other items fitted or installed on the Aircraft and set forth hereinafter:                                                                                                                         |  |      
|   |  | (e) Those items of Lessee Furnished Equipment described in a bill of sale or bills of sale therefor (copies of which are appended hereto), delivered by Lessee to Lessor which constitute appliances and equipment which will be installed on the
Aircraft; |  |      
|   |  | (f) Sales Tax                                                                                                                                                                                                                                               |  | $    
|   |  | (g) Other                                                                                                                                                                                                                                                   |  | $    
|   |  | Capitalized Lessor's Cost                                                                                                                                                                                                                                   |  | $    

II.    Aircraft Markings (referenced in the MAINTENANCE Section of Lease)



|Initials:                  |  |                                |  | 
|-------------------------- |  | ------------------------------ |  | 
|Lessee:    GLENN SCHAEFFER |  | Lessor:    STEPHEN B. PETERSON |  | 

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ANNEX B  DATED THIS   TO AIRCRAFT LEASE AGREEMENT  DATED AS
OF

|Lessor & Mailing Address:                                                         |  | Lessee & Mailing Address:                                            
|--------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------
|General Electric Capital Corporation 44 Old Ridgebury Road
Danbury, CT 06810-5105 |  | Mandalay Resort Group
3950 Las Vegas Blvd. South,
Las Vegas, NV 89119

Capitalized
terms not defined herein shall have the meanings assigned to them in the Aircraft Lease Agreement identified above.

A.    Aircraft.

Pursuant to the terms of the Lease, Lessor agrees to acquire and lease to Lessee the Aircraft described on Annex A to the Lease.

B.    Financial Terms.

| | 1.  |  | Advance Rent (if any):         |  | (a) Amount:    $0.00                                                                                                                                           
| | --- |  | ------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |  |                                |  | (b) Due Date:    N/A.                                                                                                                                          
| | 2.  |  | Capitalized Lessor's Cost:     |  | $12,475,000.00                                                                                                                                                 
| | 3.  |  | Basic Term Commencement Date:  |  | December 28, 2001.                                                                                                                                             
| | 4.  |  | Basic Term:                    |  | Thirty Six (36) months plus one day.                                                                                                                           
| | 5.  |  | First Basic Term Rent Date:    |  | February 01, 2002.                                                                                                                                             
| | 6.  |  | Basic Term Rent Dates:         |  | First (1st) day of each month.                                                                                                                                 
| | 7.  |  | First Termination Date:        |  | One (1) month after the Basic Term Commencement Date.                                                                                                          
| | 8.  |  | Last Basic Term Rent Date:     |  | February 01, 2005.                                                                                                                                             
| | 9.  |  | Last Delivery Date:            |  | December 31, 2001                                                                                                                                              
| | 10. |  | Primary Hangar Location:       |  | .                                                                                                                                                              
| | 11. |  | Supplier:                      |  | Mandalay Resort Group.                                                                                                                                         
| | 12. |  | Lessee Federal Tax ID No.:     |  | .                                                                                                                                                              
| | 13. |  | Early Purchase Option:         |  | Option Date:    N/A.                                                                                                                                           
| |     |  |                                |  | Option Price    $N/A.                                                                                                                                          
| | 14. |  | Expiration Date:               |  | N/A.                                                                                                                                                           
| | 15. |  | Estimated Residual Value:      |  | See Schedule 2 to this Annex B.                                                                                                                                
| | 16. |  | Lessor's Residual Risk Amount: |  | See Schedule 2 to this Annex B.                                                                                                                                
| | 17. |  | Daily Lease Rate Factor:       |  | 0.014861%.                                                                                                                                                     
| | 18. |  | [INTENTIONALLY LEFT BLANK]     |  |                                                                                                                                                                
| | 19. |  | [INTENTIONALLY LEFT BLANK].    |  |                                                                                                                                                                
| | 20. |  | Extension Term Interest Rate:  |  | A per annum rate equal to four hundred twenty five (425) basis points over the then current yield to maturity of U.S. Treasury Notes having a one year maturity

C.    Term and Rent.

1.Interim Rent.For the period from and including the Commencement Date to the Basic Term Commencement Date
("Interim Period"), Lessee shall pay as Rent ("Interim Rent") for each unit of

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Aircraft, the product of the Daily Lease Rate Factor times the Capitalized Lessor's Cost of such unit times the number of days in the Interim Period. Interim Rent shall be due on February 01, 2002.

2.Basic Term and Renewal Term Rent.Commencing on February 01, 2002, and on the same day of each month
thereafter (each, a "Rent Payment Date") during the Basic Term ("Basic Term Rent") and each of the First
and Second Renewal Terms, as applicable ("Renewal Term Rent"), Lessee shall pay as Rent monthly installments of principal in arrears, each installment
in the principal amount specified on the Amortization Table attached to this Annex B as Schedule 1, together with interest on the Unamortized Principal Balance as of the immediately preceding
Rent Payment Date (after application of the Rent paid on such date) at the Interest Rate for the Interest Period following such immediately preceding Rent Payment Date. Interest shall be calculated on
the basis of a 360 day year for the actual number of days elapsed. Said Rent consists of principal and interest components, such principal components being as provided in the Amortization Table
attached to this Annex B as Schedule 1.

As
used herein, the following terms shall have the following meanings:

"Interest Period" shall mean the period beginning on the Lease Commencement Date to and including the last day of the month immediately
preceding the first Rent Payment Date; and thereafter from the first day of the month that includes the most recent Rent Payment Date to and including the last day of the month immediately preceding
the subsequent Rent Payment Date.

"Interest Rate" shall mean that percentage per annum calculated as the sum of (a) the LIBOR Rate redetermined monthly, plus
(b) three hundred twenty-five (325) basis points.

"LIBOR Rate" shall mean, with respect to any Interest Period occurring during the term of the Lease, an interest rate per annum equal at
all times during such Interest Period to the quotient of (1) the rate per annum as determined by Lessor at which deposits of U.S. Dollars in immediately available and freely transferable funds
are offered at 11:00 a.m. (London, England time) two (2) Business Days before the commencement of such Interest Period to major banks in the London interbank market for a period of
ninety (90) days and in an amount equal or comparable to the Unamortized Principal Balance, divided by (2) a number equal to 1.00 minus the aggregate (without duplication) of the rates
(expressed as a decimal fraction) of the LIBOR Reserve Requirements current on the date three (3) Business Days prior to the first day of the Interest Period.

"LIBOR Reserve Requirements" shall mean the daily average for the applicable Interest Period of the maximum rate applicable to Lessor or
its participants or assignees, if any, at which reserves (including, without limitation, any supplemental, marginal and emergency reserves) are imposed during such Interest Period by the Board of
Governors of the Federal Reserve System (or any successor) on "Eurocurrency liabilities", as defined in such Board's Regulation D (or in respect of any other category of liabilities that
include deposits by reference to which the interest rates on Eurodollar loans is determined or any category of extensions of credit or other assets that include loans by non-United States
offices of any lender to United States residents), having a term equal to such Interest Period, subject to any amendments of such reserve requirement by such Board or its successor, taking into
account any transitional adjustments thereto.

If
at any time Lessor (or any participant or assignee of Lessor, if any), determines that either adequate and reasonable means do not exist for ascertaining the LIBOR Rate, or it becomes
impractical for Lessor or any such participant or assignee of Lessor, to obtain funds to make or maintain the financing hereunder with interest at the LIBOR Rate, or Lessor or any such participant or
assignee of Lessor shall have determined that the LIBOR Rate will not adequately and fairly reflect the cost to Lessor or any such participant or assignee of Lessor,of making, maintaining, or funding
the transaction hereunder at the LIBOR Rate, or Lessor or any such participant or assignee of Lessor reasonably determines that, as a result of changes to applicable law after the date of execution of
the

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Agreement, or the adoption or making after such date of any interpretations, directives or regulations (whether or not having the force of law) by any court, governmental authority or reserve bank
charged with the interpretation or administration thereof, it shall be or become unlawful or impossible to make, maintain, or fund the transaction hereunder at the LIBOR Rate, then Lessor promptly
shall give notice to Lessee of such determination, and Lessor and Lessee shall negotiate in good faith a mutually acceptable alternative method of calculating the Interest Rate and shall execute and
deliver such documents as reasonably may be required to incorporate such alternative method of calculating the Interest Rate in this Schedule, within thirty (30) days after the date of Lessor's
notice to Lessee. If the parties are unable mutually to agree to such alternative method of calculating the Interest Rate in a timely fashion, on the Rent Payment Date next succeeding the expiration
of such thirty (30) day period Lessee shall purchase all (but not less than all) of the Aircraft and shall pay to Lessor, in cash, the purchase price for the Aircraft so purchased, determined
as hereinafter provided. The purchase price of the Aircraft shall be an amount equal to the Stipulated Loss Value of such Aircraft calculated in accordance with Annex F as of the date of payment,
together with all rent and other sums then due on such date, plus all taxes and charges upon sale and all other reasonable and documented expenses incurred by Lessor in connection with such sale. Upon
satisfaction of the conditions specified in this paragraph, Lessor will transfer, on an AS IS BASIS, all of Lessor's interest in and to the Aircraft. Lessor shall not be required to make and may
specifically disclaim any representation or warranty as to the condition of the Aircraft and other matters. Upon satisfaction of the conditions specified in this paragraph, Lessor shall execute and
deliver to Lessee such Uniform Commercial Code statements of termination as reasonably may be required in order to terminate any interest of Lessor in and to the Aircraft.

3.    If
the Interim Rent Payment Date or any Rent Payment Date is not a Business Day, the Rent otherwise due on such date shall be payable on the immediately preceding
Business Day. As used herein, "Business Day" shall mean any day other than Saturday, Sunday, and any day on which banking institutions located in the State of Connecticut are authorized by law or
other governmental action to close.

D.    [INTENTIONALLY LEFT BLANK]

E.    Insurance.



F.    Additional Maintenance Requirements.

G.    Amendments to Lease.

Except as expressly modified hereby, all terms and provisions of the Lease shall remain in full force and effect. This Annex B is not binding or effective with
respect to the Lease or Aircraft until executed on behalf of Lessor and Lessee by authorized representatives of Lessor and Lessee, respectively.

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IN WITNESS WHEREOF, Lessee and Lessor have caused this Annex B to be executed by their duly authorized representatives as of the date
first above written.

|LESSOR:                              |  | LESSEE:              
|------------------------------------ |  | ---------------------
|General Electric Capital Corporation |  | Mandalay Resort Group
|By:                                  |  | STEPHEN B. PETERSON  
|Name:                                |  | Stephen B. Peterson  
|Title:                               |  | Sr. Risk Analyst     

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Schedule 1  To Annex B

AMORTIZATION TABLE

|Payment
Number |  | Beginning
Balance |  | Takedowns |  | Debt
Service |  | Interest
At
5.35000% |  | Principal  |  | Ending
Balance
|-------------- |  | ----------------- |  | --------- |  | ------------ |  | -------------------- |  | ---------- |  | --------------
|01             |  | 12,475,000.00     |  | 0.00      |  | 200,004.29   |  | 55,617.71            |  | 144,386.58 |  | 12,330,613.42 
|02             |  | 12,330,613.42     |  | 0.00      |  | 199,360.56   |  | 54,973.99            |  | 144,386.58 |  | 12,186,226.84 
|03             |  | 12,186,226.84     |  | 0.00      |  | 198,716.84   |  | 54,330.26            |  | 144,386.58 |  | 12,041,840.26 
|04             |  | 12,041,840.26     |  | 0.00      |  | 198,073.12   |  | 53,686.54            |  | 144,386.58 |  | 11,897,453.68 
|05             |  | 11,897,453.68     |  | 0.00      |  | 197,429.39   |  | 53,042.82            |  | 144,386.58 |  | 11,753,067.10 
|06             |  | 11,753,067.10     |  | 0.00      |  | 196,785.67   |  | 52,399.09            |  | 144,386.58 |  | 11,608,680.53 
|07             |  | 11,608,680.53     |  | 0.00      |  | 196,141.95   |  | 51,755.37            |  | 144,386.58 |  | 11,464,293.95 
|08             |  | 11,464,293.95     |  | 0.00      |  | 195,498.22   |  | 51,111.64            |  | 144,386.58 |  | 11,319,907.37 
|09             |  | 11,319,907.37     |  | 0.00      |  | 194,854.50   |  | 50,467.92            |  | 144,386.58 |  | 11,175,520.79 
|10             |  | 11,175,520.79     |  | 0.00      |  | 194,210.78   |  | 49,824.20            |  | 144,386.58 |  | 11,031,134.21 
|11             |  | 11,031,134.21     |  | 0.00      |  | 193,567.05   |  | 49,180.47            |  | 144,386.58 |  | 10,886,747.63 
|12             |  | 10,886,747.63     |  | 0.00      |  | 192,923.33   |  | 48,536.75            |  | 144,386.58 |  | 10,742,361.05 
|13             |  | 10,742,361.05     |  | 0.00      |  | 192,279.61   |  | 47,893.03            |  | 144,386.58 |  | 10,597,974.47 
|14             |  | 10,597,974.47     |  | 0.00      |  | 191,635.88   |  | 47,249.30            |  | 144,386.58 |  | 10,453,587.89 
|15             |  | 10,453,587.89     |  | 0.00      |  | 190,992.16   |  | 46,605.58            |  | 144,386.58 |  | 10,309,201.31 
|16             |  | 10,309,201.31     |  | 0.00      |  | 190,348.44   |  | 45,961.86            |  | 144,386.58 |  | 10,164,814.73 
|17             |  | 10,164,814.73     |  | 0.00      |  | 189,704.71   |  | 45,318.13            |  | 144,386.58 |  | 10,020,428.15 
|18             |  | 10,020,428.15     |  | 0.00      |  | 189,060.99   |  | 44,674.41            |  | 144,386.58 |  | 9,876,041.58  
|19             |  | 9,876,041.58      |  | 0.00      |  | 130,662.63   |  | 44,030.69            |  | 86,631.94  |  | 9,789,409.63  
|20             |  | 9,789,409.63      |  | 0.00      |  | 130,276.39   |  | 43,644.45            |  | 86,631.94  |  | 9,702,777.69  
|21             |  | 9,702,777.69      |  | 0.00      |  | 129,890.16   |  | 43,258.22            |  | 86,631.94  |  | 9,616,145.75  
|22             |  | 9,616,145.75      |  | 0.00      |  | 129,503.93   |  | 42,871.98            |  | 86,631.94  |  | 9,529,513.81  
|23             |  | 9,529,513.81      |  | 0.00      |  | 129,117.69   |  | 42,485.75            |  | 86,631.94  |  | 9,442,881.86  
|24             |  | 9,442,881.86      |  | 0.00      |  | 128,731.46   |  | 42,099.52            |  | 86,631.94  |  | 9,356,249.92  
|25             |  | 9,356,249.92      |  | 0.00      |  | 128,345.22   |  | 41,713.28            |  | 86,631.94  |  | 9,269,617.98  
|26             |  | 9,269,617.98      |  | 0.00      |  | 127,958.99   |  | 41,327.05            |  | 86,631.94  |  | 9,182,986.04  
|27             |  | 9,182,986.04      |  | 0.00      |  | 127,572.76   |  | 40,940.81            |  | 86,631.94  |  | 9,096,354.10  
|28             |  | 9,096,354.10      |  | 0.00      |  | 127,186.52   |  | 40,554.58            |  | 86,631.94  |  | 9,009,722.15  
|29             |  | 9,009,722.15      |  | 0.00      |  | 126,800.29   |  | 40,168.35            |  | 86,631.94  |  | 8,923,090.21  
|30             |  | 8,923,090.21      |  | 0.00      |  | 126,414.05   |  | 39,782.11            |  | 86,631.94  |  | 8,836,458.27  
|31             |  | 8,836,458.27      |  | 0.00      |  | 126,027.82   |  | 39,395.88            |  | 86,631.94  |  | 8,749,826.33  
|32             |  | 8,749,826.33      |  | 0.00      |  | 125,641.59   |  | 39,009.64            |  | 86,631.94  |  | 8,663,194.38  
|33             |  | 8,663,194.38      |  | 0.00      |  | 125,255.35   |  | 38,623.41            |  | 86,631.94  |  | 8,576,562.44  
|34             |  | 8,576,562.44      |  | 0.00      |  | 124,869.12   |  | 38,237.17            |  | 86,631.94  |  | 8,489,930.50  
|35             |  | 8,489,930.50      |  | 0.00      |  | 124,482.88   |  | 37,850.94            |  | 86,631.94  |  | 8,403,298.56  
|36             |  | 8,403,298.56      |  | 0.00      |  | 124,096.65   |  | 37,464.71            |  | 86,631.94  |  | 8,316,666.62  
|37             |  | 8,316,666.62      |  | 0.00      |  | 123,710.41   |  | 37,078.47            |  | 86,631.94  |  | 8,230,034.67  
|38             |  | 8,230,034.67      |  | 0.00      |  | 123,324.18   |  | 36,692.24            |  | 86,631.94  |  | 8,143,402.73  
|39             |  | 8,143,402.73      |  | 0.00      |  | 122,937.95   |  | 36,306.00            |  | 86,631.94  |  | 8,056,770.79  
|40             |  | 8,056,770.79      |  | 0.00      |  | 122,551.71   |  | 35,919.77            |  | 86,631.94  |  | 7,970,138.85  
|41             |  | 7,970,138.85      |  | 0.00      |  | 122,165.48   |  | 35,533.54            |  | 86,631.94  |  | 7,883,506.90  
|42             |  | 7,883,506.90      |  | 0.00      |  | 121,779.24   |  | 35,147.30            |  | 86,631.94  |  | 7,796,874.96  
|43             |  | 7,796,874.96      |  | 0.00      |  | 121,393.01   |  | 34,761.07            |  | 86,631.94  |  | 7,710,243.02  
|44             |  | 7,710,243.02      |  | 0.00      |  | 121,006.78   |  | 34,374.83            |  | 86,631.94  |  | 7,623,611.08  

24

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|45 |  | 7,623,611.08 |  | 0.00 |  | 120,620.54   |  | 33,988.60 |  | 86,631.94    |  | 7,536,979.13
|-- |  | ------------ |  | ---- |  | ------------ |  | --------- |  | ------------ |  | ------------
|46 |  | 7,536,979.13 |  | 0.00 |  | 120,234.31   |  | 33,602.37 |  | 86,631.94    |  | 7,450,347.19
|47 |  | 7,450,347.19 |  | 0.00 |  | 119,848.07   |  | 33,216.13 |  | 86,631.94    |  | 7,363,715.25
|48 |  | 7,363,715.25 |  | 0.00 |  | 119,461.84   |  | 32,829.90 |  | 86,631.94    |  | 7,277,083.31
|49 |  | 7,277,083.31 |  | 0.00 |  | 119,075.61   |  | 32,443.66 |  | 86,631.94    |  | 7,190,451.37
|50 |  | 7,190,451.37 |  | 0.00 |  | 118,689.37   |  | 32,057.43 |  | 86,631.94    |  | 7,103,819.42
|51 |  | 7,103,819.42 |  | 0.00 |  | 118,303.14   |  | 31,671.20 |  | 86,631.94    |  | 7,017,187.48
|52 |  | 7,017,187.48 |  | 0.00 |  | 117,916.90   |  | 31,284.96 |  | 86,631.94    |  | 6,930,555.54
|53 |  | 6,930,555.54 |  | 0.00 |  | 117,530.67   |  | 30,898.73 |  | 86,631.94    |  | 6,843,923.60
|54 |  | 6,843,923.60 |  | 0.00 |  | 117,144.44   |  | 30,512.49 |  | 86,631.94    |  | 6,757,291.65
|55 |  | 6,757,291.65 |  | 0.00 |  | 116,758.20   |  | 30,126.26 |  | 86,631.94    |  | 6,670,659.71
|56 |  | 6,670,659.71 |  | 0.00 |  | 116,371.97   |  | 29,740.03 |  | 86,631.94    |  | 6,584,027.77
|57 |  | 6,584,027.77 |  | 0.00 |  | 115,985.73   |  | 29,353.79 |  | 86,631.94    |  | 6,497,395.83
|58 |  | 6,497,395.83 |  | 0.00 |  | 115,599.50   |  | 28,967.56 |  | 86,631.94    |  | 6,410,763.88
|59 |  | 6,410,763.88 |  | 0.00 |  | 115,213.27   |  | 28,581.32 |  | 86,631.94    |  | 6,324,131.94
|60 |  | 6,324,131.94 |  | 0.00 |  | 6,352,327.03 |  | 28,195.09 |  | 6,324,131.94 |  | 0.00        

|          |  |  |  |        |  | 
|--------- |  |  |  | ------ |  | 
|          |  |  |  |        |  | 
|          |  |  |  |        |  | 
|Initials: |  |  |  |        |  | 
|          |  |  |  |        |  | 
|Lessor    |  |  |  | Lessee |  | 



---

25

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SCHEDULE 2  TO ANNEX B

|OPTION DATE                |  | ESTIMATED RESIDUAL VALUE
(as % of Capitalized Lessor's Cost) |  | LESSOR'S RESIDUAL RISK AMOUNT
(as % of Capitalized Lessor's Cost)
|-------------------------- |  | ------------------------------------------------------------ |  | -----------------------------------------------------------------
|End of Basic Term          |  | 67.33                                                        |  | 11.73                                                            
|End of First Renewal Term  |  | 58.89                                                        |  | 7.10                                                             
|End of Second Renewal Term |  | 50.00                                                        |  | 6.21                                                             

26

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ANNEX C        BILL OF SALE

Mandalay Resort Group (the"Seller"), in consideration of the sum of Twelve Million Four Hundred Seventy Five
Thousand and 00/100 Dollars ($12,475,000.00) paid by General Electric Capital Corporation (the"Buyer"), receipt of which is acknowledged, hereby
grants, sells, assigns, transfers and delivers to Buyer all of Seller's right, title and interest in the Aircraft and related equipment (collectively, the "Aircraft") more particularly described on
Annex A hereto, in an AS-IS, WHERE-IS condition, with no warranties, express or implied, of any kind or nature, except that Seller warrants to Buyer that (i) Seller has
the right to, and does hereby, sell and convey all of its interest in the Aircraft to Buyer, and (ii) the Aircraft is free and clear of all liens, claims and encumbrances, other than the
security interest granted to Buyer pursuant to that certain Aircraft Lease Agreement, dated                        (the
"Lease Agreement").

Buyer
and Seller agree and acknowledge that the sale and conveyance contemplated hereby is solely for the purpose of granting to Buyer a security interest in the Aircraft. Seller shall
retain legal title to the Aircraft, and Seller shall remain in possession of the Aircraft subject to the terms and conditions of the Lease Agreement.

IN WITNESS WHEREOF, Seller has executed this Bill of Sale this                        day
of                        , 2001.

|SELLER:               |  | BUYER:                              
|--------------------- |  | ------------------------------------
|Mandalay Resort Group |  | General Electric Capital Corporation
|By:                   |  | GLENN SCHAEFFER                     
|Title:                |  | President                           

27

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[for
used aircraft]

ANNEX E        CERTIFICATE OF ACCEPTANCE

AIRCRAFT LEASE AGREEMENTdated as
of                        (the "Lease"), between General Electric Capital
Corporation, as lessor (the"Lessor"), and Mandalay Resort
Group, as lessee (the"Lessee").



28

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IN WITNESS WHEREOF, Lessee has caused this Certificate of Acceptance to be duly executed by its officers thereunto duly authorized.

| |  | Lessee:              
| |  | ---------------------
| |  | Mandalay Resort Group
| |  | By:                  
| |  | Title:               
| |  | Date:                
| |  |                      

29

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Annex F        Stipulated Loss and Termination Values

The Stipulated Loss and Termination Value of the Aircraft shall be the percentage of Capitalized Lessor's Cost of the aircraft set forth opposite the applicable
rent payment.

Capitalized Lessor's Cost    $12,475,000.00

|Basic Rent Payment No. |  | Termination Value |  | Stipulated Loss Value
|---------------------- |  | ----------------- |  | ---------------------
|1                      |  | 101.843           |  | 105.744              
|2                      |  | 100.685           |  | 104.538              
|3                      |  | 99.528            |  | 103.331              
|4                      |  | 98.370            |  | 102.124              
|5                      |  | 97.213            |  | 100.918              
|6                      |  | 96.056            |  | 99.711               
|7                      |  | 94.898            |  | 98.505               
|8                      |  | 93.741            |  | 97.298               
|9                      |  | 92.583            |  | 96.092               
|10                     |  | 91.426            |  | 94.885               
|11                     |  | 90.269            |  | 93.678               
|12                     |  | 89.111            |  | 92.472               
|13                     |  | 87.954            |  | 91.265               
|14                     |  | 86.796            |  | 90.059               
|15                     |  | 85.639            |  | 88.852               
|16                     |  | 84.481            |  | 87.645               
|17                     |  | 83.324            |  | 86.439               
|18                     |  | 82.167            |  | 85.232               
|19                     |  | 81.472            |  | 84.489               
|20                     |  | 80.778            |  | 83.745               
|21                     |  | 80.083            |  | 83.001               
|22                     |  | 79.389            |  | 82.258               
|23                     |  | 78.694            |  | 81.514               
|24                     |  | 78.000            |  | 80.770               
|25                     |  | 77.306            |  | 80.027               
|26                     |  | 76.611            |  | 79.283               
|27                     |  | 75.917            |  | 78.540               
|28                     |  | 75.222            |  | 77.796               
|29                     |  | 74.528            |  | 77.052               
|30                     |  | 73.833            |  | 76.309               
|31                     |  | 73.139            |  | 75.565               
|32                     |  | 72.444            |  | 74.821               
|33                     |  | 71.750            |  | 74.078               
|34                     |  | 71.056            |  | 73.334               
|35                     |  | 70.361            |  | 72.591               
|36                     |  | 69.667            |  | 71.847               
|37                     |  | 68.972            |  | 71.103               
|38                     |  | 68.278            |  | 70.360               
|39                     |  | 67.583            |  | 69.616               
|40                     |  | 66.889            |  | 68.872               
|41                     |  | 66.194            |  | 68.129               
|42                     |  | 65.500            |  | 67.385               

30

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|43 |  | 64.806 |  | 66.642
|-- |  | ------ |  | ------
|44 |  | 64.111 |  | 65.898
|45 |  | 63.417 |  | 65.154
|46 |  | 62.722 |  | 64.411
|47 |  | 62.028 |  | 63.667
|48 |  | 61.333 |  | 62.923
|49 |  | 60.639 |  | 62.180
|50 |  | 59.944 |  | 61.436
|51 |  | 59.250 |  | 60.693
|52 |  | 58.556 |  | 59.949
|53 |  | 57.861 |  | 59.205
|54 |  | 57.167 |  | 58.462
|55 |  | 56.472 |  | 57.718
|56 |  | 55.778 |  | 56.974
|57 |  | 55.083 |  | 56.231
|58 |  | 54.389 |  | 55.487
|59 |  | 53.694 |  | 54.744
|60 |  | 53.000 |  | 54.000

|          |  |                           |  |                       |  | 
|--------- |  | ------------------------- |  | --------------------- |  | 
|          |  |                           |  |                       |  | 
|          |  |                           |  |                       |  | 
|Initials: |  | STEPHEN B. PETERSONLessor |  | GLENN SCHAEFFERLessee |  | 

31

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