LETTER TO DTC PARTICIPANTS REGARDING THE OFFER TO EXCHANGE

       ANY AND ALL OUTSTANDING 10 1/4% SENIOR SUBORDINATED NOTES DUE 2007
                                      FOR
                   10 1/4% SENIOR SUBORDINATED NOTES DUE 2007
                                       OF

                             MANDALAY RESORT GROUP

                PURSUANT TO THE PROSPECTUS DATED         , 2000

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON            ,
2000 UNLESS EXTENDED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED FROM TIME
TO TIME, THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN AT ANY TIME PRIOR TO
THE EXPIRATION DATE.

                                                                          , 2000

To Brokers, Dealers, Commercial Banks,
  Trust Companies and Other Nominees:

    We have been appointed by Mandalay Resort Group ("Mandalay"), to act as
exchange agent in connection with its offer (the "Exchange Offer") to exchange
new 10 1/4% Senior Subordinated Notes due 2007 ("Exchange Notes") that have been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
for all of its outstanding 10 1/4% Senior Subordinated Notes due 2007 (the "Old
Notes"), upon the terms and subject to the conditions set forth in the
prospectus dated         , 2000 and in the accompanying Letter of Transmittal
(the "Letter of Transmittal") which together constitute the Exchange Offer.
Capitalized terms used but not defined herein have the respective meanings
ascribed to them in the prospectus.

    Enclosed herewith are copies of the following documents:

    1.  The prospectus dated         , 2000;

    2.  The Letter of Transmittal for your use and for the information of your
        clients, together with guidelines of the Internal Revenue Service for
        Certification of Taxpayer Identification Number on Substitute Form W-9
        providing information relating to backup Federal income tax withholding;

    3.  The Notice of Guaranteed Delivery to be used to accept the Exchange
        Offer if the Old Notes and all other required documents cannot be
        delivered to the exchange agent prior to the Expiration Date;

    4.  A form of letter which may be sent to your clients for whose account you
        hold Old Notes in your name or in the name of a nominee, with space
        provided for obtaining such clients' instructions with regard to the
        Exchange Offer; and

    5.  A return envelope addressed to the exchange agent.

    DTC Participants will be able to execute tenders and deliver consents
through the DTC Automated Tender Offer Program.

    PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON         , 2000, UNLESS EXTENDED BY MANDALAY. WE URGE YOU TO CONTACT
YOUR CLIENTS AS PROMPTLY AS POSSIBLE.

    You will be reimbursed for customary mailing and handling expenses incurred
by you in forwarding the enclosed materials to your clients.

    Additional copies of the enclosed materials may be obtained from the
exchange agent, at the address and telephone numbers set forth below.

                               Very truly yours,

                              THE BANK OF NEW YORK

                               101 Barclay Street
                        Corporate Trust Services Window
                                  Ground Level
                            New York, New York 10286
                              Attn: Enrique Lopez
                           Reorganization Department
                                 (212) 815-2742

                            ------------------------

    NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON AS THE AGENT OF MANDALAY OR THE EXCHANGE AGENT OR AUTHORIZE
YOU OR ANY OTHER PERSON TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATION ON
BEHALF OF ANY OF THEM WITH RESPECT TO THE EXCHANGE OFFER NOT CONTAINED IN THE
PROSPECTUS OR THE LETTER OF TRANSMITTAL.

                                       2