Exhibit 4.17

ScotiabankTHE BANK OF NOVA SCOTIAInternational Banking Division
Derivative Products
44 King St. West, 14th Floor, Toronto, Ontario, Canada M5H 1H1
(416) 866-5415

February 12,
2003

MANDALAY RESORT GROUP3950 Las Vegas Boulevard South
Las Vegas, Nevada
89119

Attention: Les Martin

Dear
Sirs,

Re:

The Bank of Nova Scotia ("Party A")
Mandalay Resort Group ("Party B")
Our Interest Rate Swap Reference No. S36408KS


This transaction was affected through Scotia Capital (USA) Inc., a U.S. broker-dealer subsidiary of the Bank of Nova Scotia (BNS), who acted as agent in
the transaction.

The
purpose of this letter is to confirm the terms and conditions of the transaction entered into between us on the Trade Date specified below (the "Transaction"). This letter agreement
constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below.

The
definitions and provisions contained in the 2000 ISDA Definitions (the "ISDA Definitions") as published by the International Swaps and Derivatives Association, Inc. ("ISDA")
are incorporated into this Confirmation.

1.    Until
such time as Party A and Party B have executed and delivered to the other a master netting agreement governing this Transaction, the Transaction evidenced hereby
shall be governed and construed in accordance with an 1992 ISDA Master Agreement (MulticurrencyCross Border), as published by ISDA (the "ISDA Master Agreement") (and for greater
certainty, each party hereto shall have all of the rights, and be subject to all of the obligations, set out therein) in respect of which the following elections have been made: (a) the
Governing Law shall be the laws of the the State of New York; (b) the Termination Currency shall be USD; (c) the payment method shall be Second Method and the payment measure shall be
Loss; (d) "Cross Default" shall apply to Party A and Party B and all references therein to "Threshold Amount" shall mean, in respect of Party A, 5% of shareholders' equity as set out in Party
A's most recently published audited annual financial statement, and shall mean, in respect of Party B, USD 0.00, or its equivalent in any other currency; (e) "Credit Event Upon Merger" shall
apply to Party A and Party B. (f) Credit Support Document in relation to Party B shall mean each document that by its terms secures, guaranteees or otherwise supports Party B's obligations
hereunder (whether or not this Confirmation or the Transaction evidenced hereby is specifically referenced or described therein), as such document(s) may be amended, revised, restated, supplemented or
replaced from time to time; and (g) Credit Support Provider in relation to Party B shall mean any party to a Credit Support Document that provides or is obligated to provide security, a
guarantee or other credit support for Party B's obligations hereunder.

In
the event of any inconsistency among or between the ISDA Master Agreement, the ISDA Definitions and this Confirmation, this Confirmation will govern. This Confirmation, as
supplemented by the ISDA Master Agreement referred to above, constitutes a complete and binding agreement between us as to the terms of the Transaction evidenced hereby. Upon completion of a master
netting

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agreement as aforesaid, this Transaction shall be governed and construed in accordance with such master netting agreement and all references herein to the "ISDA Master Agreement" shall be deemed
references to such master netting agreement. To the extent the elections set out in this Section 1 conflict with the provisions of such master netting agreement, the provisions of such master
netting agreement shall prevail.

2.    The
following provisions shall also apply:



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

|Notional Amount: |  | USD 200,000,000.00                                                                                  
|---------------- |  | ----------------------------------------------------------------------------------------------------
|Trade Date       |  | Feb 12, 2003                                                                                        
|Effective Date:  |  | Feb 14, 2003                                                                                        
|Termination Date |  | Feb 1, 2006; subject to adjustment in accordance with the Modified Following Business Day Convention

Fixed Amounts:

|Fixed Rate Payer:                  |  | The Bank of Nova Scotia                                                                                
|---------------------------------- |  | -------------------------------------------------------------------------------------------------------
|Fixed Rate Payer Payment Dates:    |  | Adjusted in accordance with the Modified Following Business Day Convention.                            
|                                   |  | Aug 1, 2003 Feb 2, 2004 Aug 2, 2004 Feb 1, 2005 Aug 1, 2005 Feb 1, 2006                                
|Fixed Rate Payer Period End Dates: |  | The 1st of each August and February; commencing August 1, 2003; with no adjustment to Period End Dates.
|USD Fixed Rate                     |  |                                                                                                        
|Payment Amounts:                   |  | USD 5,984,166.67
(For the period February 14, 2003 to August 1, 2003)                                  
|                                   |  | USD 6,450,000.00 (For each subsequent Payment Date)                                                    
|Fixed Rates:                       |  | 6.45% Paid Semi-Annually                                                                               
|Fixed Rate Day Count Fraction:     |  | 30/360 (Unadjusted)                                                                                    
|Business Days for Payments         |  | London, New York                                                                                       

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Floating Amounts:

|Floating Rate Payer:                          |  | MANDALAY RESORT GROUP                                                                                    
|--------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------
|Floating Rate Payer Payment Dates:            |  | Adjusted in accordance with the Modified Following Business Day Convention.                              
|                                              |  | Aug 1, 2003 Feb 2, 2004 Aug 2, 2004 Feb 1, 2005 Aug 1, 2005 Feb 1, 2006                                  
|Floating Rate for initial Calculation Period: |  | To be determined on Jul 30 2003 (For the period Feb 14, 2003 to Aug 1, 2003)                             
|Floating Rate Option:                         |  | USD-LIBOR-BBA (Set in arrears)                                                                           
|Floating Rate Day Count Fraction:             |  | Actual/360                                                                                               
|Designated Maturity:                          |  | Interpolation of a 5-month and 6-month USD-LIBOR-BBA (For the period February 14, 2003 to August 1, 2003)
|                                              |  | USD-LIBOR-BBA (For the period August 1, 2003 to Termination Date)                                        
|Spread:                                       |  | Plus 357 Basis Points                                                                                    
|Reset Dates:                                  |  | The first date of the relevant Calculation period.                                                       
|Compounding:                                  |  | Inapplicable                                                                                             
|Business Days for Payments:                   |  | London, New York                                                                                         
|Business Days for RateResets:                 |  | London                                                                                                   
|Calculation Agent:                            |  | The Bank of Nova Scotia                                                                                  

4.    Relationship Between Parties:

Each party will be deemed to represent to the other on the date of this Confirmation that (absent a written agreement between the parties that expressly imposes
affirmative obligations to the contrary for this Swap Transaction):



5.    Offices



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6.    Account
Details

Payments
toTHE BANK OF NOVA SCOTIA:

Accounts for payments in USD:

The Bank of Nova Scotia
New York Agency
1 Liberty Plaza, 165 Broadway
26th Floor, N.Y., New York
ABA 0260-02532 A/C 6027-36
Attn: Derivative Products


Payments
toMANDALAY RESORT GROUP:



7.    The
parties hereto agree that this Confirmation, whether received in original or facsimile form, may be executed in counterparts, which execution may be effected by means
of facsimile transmission, and which when taken together shall constitute a single and original agreement between the parties and a binding supplement to the Agreement. Where execution is effected by
means of facsimile transmission, the parties agree that the sender's signature as printed by the recipient's facsimile machine shall be deemed to be the sender's original signature.

Please
confirm that the foregoing correctly sets forth the terms of our agreement by executing the copy of this Confirmation enclosed for that purpose and returning it to us.

| |  | Yours sincerely,       
| |  | -----------------------
| |  | THE BANK OF NOVA SCOTIA
| |  | By:                    
| |  | Name:                  
| |  | Title:                 
| |  | By:                    
| |  | Name:                  
| |  | Title:                 

|Confirmed as of the date first written: |  |                                            
|--------------------------------------- |  | -------------------------------------------
|MANDALAY RESORT GROUP                   |  |                                            
|By:                                     |  | /s/LES MARTIN                              
|Name:                                   |  | Les Martin                                 
|Title:                                  |  | Vice President and Chief Accounting Officer
|By:                                     |  |                                            
|Name:                                   |  |                                            
|Title:                                  |  |                                            

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