Exhibit 10.11

FIFTEENTH AMENDMENT  TO THE  MANDALAY RESORT GROUP  EMPLOYEES' PROFIT SHARING AND INVESTMENT PLAN

This Fifteenth Amendment to the Mandalay Resort Group Employees' Profit Sharing and Investment Plan is made and entered into this 29th day of
November, 2001, but is effective as of January 1, 2001, except as otherwise provided herein, by Mandalay Resort Group (referred to hereinafter as the "Company").

W I T N E S S E T H:

WHEREAS, the Company and the other Employers have previously adopted the Mandalay Resort Group Employees' Profit Sharing and Investment
Plan, which has been amended from time to time (as amended, the "Plan"); and

WHEREAS, pursuant to the terms of the Plan, the Company is authorized and empowered to further amend the Plan; and

WHEREAS, the Company deems it advisable and in the best interests of the Participants to amend the Plan to allow Participants to make more
frequent changes in designated investments, and to make certain clarifying changes and other desired changes; and

WHEREAS, the Company also deems it advisable and in the best interests of the Participants to amend the Plan to reflect certain provisions
of the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA"), which is intended as good faith compliance with the requirements of EGTRRA and
is to be construed in accordance with EGTRRA and guidance issued thereunder, such EGTRRA amendments to be effective as of January 1, 2002, except as otherwise provided.

NOW, THEREFORE, the Plan is hereby amended as follows:

I.

Effective as of January 1, 2001, subparagraph (n)(1) of Article I of the Plan is amended to read as follows:



II.

Effective as of January 1, 2002, subparagraph (n)(3) of Article I of the Plan is amended to read as follows:



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III.

Effective as of January 1, 2002, the following paragraph shall be added at the end of paragraph (w) of Article I of the Plan, to read as
follows:



IV.

Effective as of January 1, 2002, subparagraph (3) of paragraph (x) of Article I of the Plan is amended to read as follows:



V.

Effective as of January 1, 2001, paragraph (aa) of Article I of the Plan is hereby amended to read as follows:



VI.

Effective as of January 1, 1997, the cross-reference in line 2 of subparagraph (3) of paragraph (ll) to paragraph (lll) of Article I, is
corrected to refer to paragraph (kkk) of Article I.

VII.

Effective as of January 1, 2001, the last sentence of paragraph (nn) of Article I of the Plan is hereby amended to read as follows:



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VIII.

Effective as of January 1, 2002, a new paragraph is added after the last sentence of paragraph (nn) of Article I of the Plan, to read as follows:



IX.

Effective as of January 1, 2001, paragraph (bbb) of Article I of the Plan is hereby amended to read as follows:



X.

Effective as of January 1, 2002, the following paragraph is added at the end of paragraph (ddd) of Article I of the Plan, to read as follows:



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XI.

Effective as of January 1, 2002, the following paragraph is added at the end of subparagraph (a)(1) of Article VI of the Plan, to read as follows:



XII.

The multiple use test described in Treasury Regulation section 1.401(m)-2 and subparagraph (f)(3) of Article VI of the Plan shall not
apply for Plan Years beginning after December 31, 2001.

XIII.

Effective as of July 1, 2002, a new paragraph (m) is added to Article VI of the Plan, to read as follows:



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XIV.

Effective as of January 1, 2002, the following paragraph is added at the end of subsection (E)(iii) of subparagraph (d)(4) of Article VII, to
read as follows:



XV.

Effective as of January 1, 2002, subparagraph (e)(1) of Article VII of the Plan is hereby amended to read as follows:





XVI.

Effective for Plan Years beginning after December 31, 2001, subsection (c)(2)(A)(ii) of Article VIII of the Plan is hereby amended to read as
follows:



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TOTAL NUMBER OF
YEARS OF SERVICE

VESTED
INTERESTLess than 2 Years of Service

0
%2 years, but less than 3 years

20
%3 years, but less than 4 years

40
%4 years, but less than 5 years

60
%5 years, but less than 6 years

80
%6 years or more

100
%


XVII.

Effective as of January 1, 1995, subparagraph (b)(2) of Article IX of the Plan is hereby amended to read as follows:



XVIII.

Effective as of January 1, 2002, paragraph (b) of Article X of the Plan is hereby amended to read as follows:



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XIX.

Effective as of January 1, 2000, paragraph (c) of Article XI of the Plan is hereby amended to read as follows:



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XX.

Effective as of September 6, 2000, a new Article XVI is added to the Plan, to read as follows:

ARTICLE XVI

Transfer of Employment from Company Joint Venture to Adopting Employer.

Any
person who transfers employment from a Company joint venture that is not an Affiliate of the Company (the "predecessor employer") to become an Employee of an adopting Employer of
this Plan within a transfer period of thirty (30) days, shall be credited with an Hour of Service, a Year of Credited Service and a Year of Service under this Plan for each Hour of Service,
Year of Credited Service and Year of Service, respectively, with which he was credited under the qualified 401(k) plan (the "predecessor plan") sponsored by his predecessor employer, and such Employee
may elect, pursuant to the provisions of the predecessor plan to have his accounts in the predecessor plan transferred from the predecessor plan to the Trustee of this Plan by a
trustee-to-Trustee transfer. As provided in Code Section 414(l), each such Employee shall receive a benefit immediately after the transfer, if this Plan and Trust then
terminated, that is no less than the benefit he would have received immediately before the transfer if the predecessor plan and its trust and contracts had then terminated. Each such Employee shall
have the vesting schedule in effect under the predecessor plan at the time of the transfer apply with respect to him, if that vesting schedule produces a greater vested benefit for such Employee than
this Plan's vesting schedule. The provisions of this Article shall apply with respect to transfers of such Employees' accounts occurring after September 5, 2000, without regard to the date of
transfer of employment by any such Employee.

IN WITNESS WHEREOF, this Fifteenth Amendment has been executed as of the date first written above.

|                 |  |                       |  |                
|---------------- |  | --------------------- |  | ---------------
|ATTEST:          |  | MANDALAY RESORT GROUP
|(CORPORATE SEAL) |  |                       |  |                
|YVETTE E. LANDAU |  | By:                   |  | GLENN SCHAEFFER
|Secretary        |  |                       |  | President      
|                 |  |                       |  | "COMPANY"      

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