THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Mandalay Resort Group (Retired) (MBG.X)

5/26/2004 Proxy Information

William A. Richardson was Executive Vice President of Mandalay from June 1995 until June 1998.

Donna B. More, a member of our Board of Directors, is President and the sole stockholder of More Law Group, P.C., a Chicago, Illinois law firm. During the fiscal year ended January 31, 2004, this law firm provided legal services to the Elgin, Illinois joint venture entity in which Mandalay is a 50% participant. Of the fees paid for these services, $36,346 was borne by Mandalay. Legal services were also provided by More Law Group to another joint venture which submitted a proposal to the Illinois Gaming Board for a license to operate another riverboat casino in Illinois. Of the fees paid for these services, $17,295 was borne by Mandalay. More Law Group also provided legal services directly to Mandalay during fiscal 2004 for which Mandalay paid legal fees in the amount of $1,258. More Law Group, P.C. has also provided legal services to the Elgin, Illinois joint venture during the current fiscal year and it is anticipated that it will do so in the future.

On October 20, 2003, a wholly owned subsidiary of Mandalay, as lessor, entered into a lease with Godt-Cleary, LLC, a Nevada limited liability company owned by Glenn W. Schaeffer, for the lease of 3,344 square feet of space at Mandalay Place for Godt-Cleary Gallery, a contemporary art gallery. The lease, which is for a term of ten years, provides for the payment to Mandalay of rent calculated based on a percentage of sales. The lessor has the right to terminate the lease after the second lease year if a specified sales volume is not achieved. The rent and other occupancy charges paid pursuant to the lease through January 31, 2004, totaled $48,737. During the year ended January 31, 2004, Mandalay purchased from Godt-Cleary Gallery art for THEhotel. The total purchase price paid for the art, including sales tax, framing and shipping, was $283,926. The price paid by Mandalay for the art, exclusive of sales tax, framing and shipping, was $238,344, compared with Godt-Cleary Gallery’s acquisition cost for the art of $207,033. The price Mandalay paid for each piece of art represented a discount of 8% to 10% from the retail value of the art verified by Mandalay’s internal auditor with each procuring art gallery. Each transaction, which was on terms management believes were at least as favorable to Mandalay as those that could have been obtained from an unrelated third party, was reviewed and approved by Mandalay’s Audit Committee. Glenn W. Schaeffer is the President, Chief Financial Officer and a director of Mandalay.

During the fiscal year ended January 31, 2004, certain of our subsidiaries provided services to Generation 2000 LLC, a Nevada limited liability company (“Generation 2000”) whose members are certain of the children and grandchildren of Michael S. Ensign and William A. Richardson, our Chairman of the Board and Vice Chairman of the Board, respectively. For such services, we were paid $27,680, representing our cost of providing the services. One of our joint venture entities sold to Generation 2000 used slot systems components for which the joint venture entity was paid a total of $157,146 representing a per unit price equal to the per unit price paid for similar used components acquired from an unrelated third party.

5/19/2003 Proxy Information

Donna B. More, a member of our Board of Directors, is the sole stockholder of More Law Group, P.C., a Chicago, Illinois law firm. During the fiscal year ended January 31, 2003, this law firm provided legal services to the Elgin, Illinois joint venture entity in which Mandalay is a 50% participant. Of the fees paid for these services, $33,359 was borne by Mandalay. More Law Group, P.C. has also provided legal services to this joint venture entity during the current fiscal year and it is anticipated that it will do so in the future.

During the fiscal year ended January 31, 2003, certain of our subsidiaries provided services to Generation 2000 LLC, a Nevada limited liability company (“Generation 2000”) whose members are certain of the children and grandchildren of Michael S. Ensign and William A. Richardson, our Chairman of the Board and Vice Chairman of the Board, respectively. For such services, we were paid $6,460, representing our cost of providing the services. During such fiscal year, some of our subsidiaries also sold to Generation 2000 used slot machines for which we were paid $53,914. Based on the three bids we obtained from unrelated third parties for each type of machine we sold to Generation 2000, we believe the consideration paid for the machines was at least as favorable as could have been obtained from an unrelated third party.