In this paper, we describe the Multi-Conjugate Adaptive Optics laboratory test-bed presently under construction at the University of Victoria, Canada. The test-bench will be used to support research in the performance of multi-conjugate adaptive optics, turbulence simulators, laser guide stars and miniaturizing adaptive optics. The main components of the test-bed include two micro-machined deformable mirrors, a tip-tilt mirror, four wavefront sensors, a source simulator, a dual-layer turbulence simulator, as well as computational and control hardware. The paper will describe in detail the opto-mechanical design of the adaptive optics module, the design of the hot-air turbulence generator and the configuration chosen for the source simulator.