Exhibit 6(i)
                              MANAGEMENT AGREEMENT


THIS  AGREEMENT  is made and  entered  into as of  the.30th  Day of April , 1999
(hereinafter  between Golden Opportunity  Development  Corporation,  a Louisiana
corporation  referred to as "Owner") and  Diversified  Holdings 1, Inc. a Nevada
corporation  (hereinafter referred to as "Manager").  The subject matter of this
Agreement is the motel and retail buildings  located in the city of Baton Rouge,
Louisiana owed by Owner (hereinafter referred to as the "Property").

         Owner  desires  that the  Property  be  managed  and  that  accounting,
management and  maintenance  services be provided by Manager serving as an agent
for the Owner on the terms and conditions herein set forth.

         In  consideration  for the terms,  conditions  and  covenants set forth
herein, the parties mutually agree as follows:

                                     AGENCY

         Owner  hereby  appoints   Manager  as  Owner's  agent  for  the  retail
management of the Property, commencing as of the date of this Agreement. Manager
shall serve in such capacity as an independent contractor and not as an employee
of Owner.  Subject to such express  restrictions or limitations on its authority
as are set  forth  below  or as may be  agreed  upon by the  parties  hereto  in
writing,  Manager  shall  perform the services and have the powers as herein set
forth as to the property.

                               MANAGEMENT

     So long as it manages the Property:
         (a) Manager shall use all rents  collected from the Property to pay all
items set forth herein which  Manager is to pay at Owner's cost and expense.  It
is the intent of the parties that Manager shall be reimbursed for all legitimate
expenses of the Property incurred by Manager.

         (b) Manager  shall use its best efforts to rent or lease all  available
space within the  Property.  Manager  shall,  at owner's  expense,  promote such
leasing  and  rental  of motel  rooms  by such  reasonable  use of  advertising,
circulars and other promotional aids as it deems appropriate.

         (c) As agent for the Owner,  Manager  shall select and obtain  tenants,
arrange for and execute  leases and  extensions and renewals of leases on ten-ns
established by mutual agreement of the parties,  terminate tenancies and leases,
and arrange and consent to  assignments  of leases and  subletting  of property,
subject  to such  instructions  or  directions  from  Owner  as  Owner  may deem
necessary or appropriate.

         (d) Manager shall use its best efforts to collect rent and other income
from the Property.  It may in its discretion  institute legal proceedings in the
name of Owner, or, in the cases of routine




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matters,  in its own name, to collect the same, to oust or dispossess tenants or
other occupying the Property,  and otherwise to enforce the rights of Owner with
respect thereto.  Manager may in its discretion  compromise  claims for rent and
other income or settle such legal proceedings.

        (e) Manager shall at Owner's expense (except in cases where a tenant may
be  obligated to do so) keep and  maintain  (i) the entire  Property,  including
without limitation:  the roofs, walls,  foundations and appurtenances,  exterior
and interiors of the buildings, pipes, heating,  cooling,lighting,  plumbing and
electrical distribution systems and all other fixtures,  machinery and equipment
forining  part of the  Property  and  (ii) the  entire  extent  of the  personal
property located on or within the Property,  including without  limitation:  the
appliances,  drapes, furniture,  fixtures,  machinery and equipment, in constant
good order,  repair and  condition,  whether the  necessity  of such repairs may
arise from wear, tear, obsolescence, casualty or other cause, suffering no waste
or injury.  To that end,  Manager shall, at Owner's  expense,  promptly make all
needed  repairs,   replacements  and  renewals,   ordinary  and   extraordinary,
structural or otherwise.  Upon  ten-nination  of this  Agreement,  Manager shall
deliver to Owner all real and personal property belonging to the Property in the
condition in which Manager is required to maintain it.

         (f) Manager shall contract, in Owner's name, and shall pay from Owner's
accounts  at  Owner's  expense  all  services  to tenants  which are  usually or
customarily  furnished or rendered in connection with the rental of the Property
with  reference  to the type of  property  involved  and the  area in which  the
Property  is located  (hereinafter  referred  to as  "customary  services").  No
separate  charge shall be made to the tenants by Manager for customary  services
which are  ftimished  except as set forth in the  leases  entered  into with the
individual tenants.

         (g) Manager shall, in Owner's name, engage and discharge such employees
and others as it deems  necessary or appropriate  for the  maintenance,  on site
management  and operation of the Property to furnish  customary  services to the
tenants  of the  Property  and to make  repairs  with  respect  to the  real and
personal  property  located on the Property.  All such employees shall be in the
employ of the Owner,  Owner at it's  expense and  discretion  maintain  fidelity
insurance on those of its  employees  handling  funds or assets of the Property.
All such  employees  shall be  covered as  necessary  with  statutory  Workmen's
Compensation  coverage and shall be subject to all required  federal,  state and
local tax withholdings with respect to such employees.

         (h)  Manager  shall  make  any  necessary  or  appropriate   rules  and
regulations for the operation of the Property.

         (i)  Manager  at Owner's  expense  shall pay all real  property  taxes,
special  improvements and other assessments,  water and sewer rents and charges,
and  all  other  taxes,  duties,  charges,  fees  and  payments  imposed  by and
governmental or public  authority or which shall be imposed,  assessed or levied
or arise in connection with the use, occupancy, or possession of the Property or
any part  thereof  during  the term of this  Agreement,  all of which are called
"Governmental impositions".  In each case, Manager shall deliver to Owner thirty
(30) days prior to the last day upon which Governmental  impositions may be paid
without  penalty  or  interest,  a  copy  of the  notice  of  such  Governmental
imposition or a copy of a receipt showing payment thereof.  Manager shall,  upon
the written request of Owner,  contest in good faith by appropriate  proceedings
conducted promptly at Owner's expense,  the validity and enforcement of any






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Governmental  impositions.  Manager shall  diligently  prosecute such contest to
final determination by the court,  department or governmental  authority or body
having jurisdiction of such contest.  Owner agrees to cooperate  reasonably with
Manager and to execute any documents or pleadings  required for such purpose and
any  expense  or  liability  in  connection  therewith  shall be the  expense or
liability of the Owner. Manager may defer payment of the contested  Governmental
Imposition  pending such contest so long as such deferment shall not subject the
interest of Owner in the Property to forfeiture.

        (j) Manager shall, at Owner's expense,  promptly comply with all present
and future laws, rules, and  requirements,  orders,  directions,  ordinances and
regulations  of the United  States of  America or of the state,  county and city
governments,  or of any  other  municipal,  governmental  and  lawful  authority
whatsoever,  affecting the Property or appurtenances of any part thereof, and of
all  their  departments,  bureaus  or  officials  (all  of the  foregoing  being
hereinafter called  "Requirements of Law"), whether such requirements may relate
to: (i) structural or other alterations,  changes, additions,  improvements;  or
(ii) repairs, inside or outside,  extraordinary or ordinary; or (iii) the manner
in  which  the  Property  may be used or  occupied;  or (iv)  any  other  matter
affecting  the  Property,  whether like or unlike the  foregoing.  Manager shall
immediately  upon the discovery of any  violation of a Requirement  of Law which
might  subject  Owner to  liability  or  forfeiture  of any  interest,  take all
necessary steps, legal or equitable, to compel the discontinuance thereof and to
oust and remove any  tenants,  occupants  or other  persons  guilty of such use.
Manager  shall  upon the  written  request  of Owner,  contest  in good faith by
appropriate  proceedings  conducted promptly at Owner's expense, the validity or
enforcement of any Requirement of Law. Manager shall  diligently  prosecute such
contest  to  final  determination  by  the  court,  department  of  governmental
authority or body having jurisdiction of such contest. Owner agrees to cooperate
reasonably with Manager, and to execute all documents and pleadings required for
the purpose of such contest and any expense or liability in connection therewith
shall be the expense or liability  of the  Property  and the Owner.  Manager may
defer  compliance  with any  Requirement  of Law pending such contest so long as
such  noncompliance  shall not  constitute a crime or misdemeanor on the part of
Owner.

         (k) Manager,  at Owner's  expense,  shall keep the buildings,  personal
property and all improvements included with the Property insured against loss by
fire and  so-called  extended  coverage  perils in an  amount  equal to the full
replacement  cost,  exclusive of  foundations,  including  all buildings and the
personal  property and  equipment  situated  therein.  Manager  will, at Owner's
expense, obtain at no longer than three year intervals during the period of this
Agreement is in effect, successive appraisals of the building, personal property
and improvement  included within the Property by a reliable insurance  appraiser
and in the event an appraisal  shows a valuation of such  improvements in excess
of the valuation  theretofore  being used for insurance  coverage purposes under
the provisions of this paragraph,  Manger will increase said insurance  coverage
so as to cover such  increase in  valuation.  Manager at Owner's  expense  shall
provide and keep in force,  for the protection of Owner,  comprehensive  general
public liability and property damage insurance  against claims for bodily injury
or death or property  damage  occurring  upon the Property and the  sidewalks or
property adjacent thereto, in the limits of not less than $100,000 in respect of
bodily  injury  or death to any one  person  and not less than $  1,000,000  for
bodily  injury or death to any number of persons  arising our of one accident or
disaster, and in limits of not less than $500,000 for damage to property, and if


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higher  limits shall at any time be customary to protect  against  possible tort
liability, such higher limits shall be carried. Manager at Owner's expense shall
carry insurance in such amounts as may from time to time be reasonably  required
by Owner against other insurable  hazards what are at the time commonly  insured
against in the case of a similar  property in Baton Rouge,  Louisiana under this
paragraph  shall be carried in the name of the Owner,  Manager and the holder of
any indebtedness  secured by the Property,  as their respective  interests shall
appear.  Manager shall upon execution of this Agreement deliver such policies to
Owner with evidence of the payment of premiums thereon. Renewals of all policies
at any time in force,  with such  evidence of  payments,  shall be  delivered to
Owner from time to time at least thirty (30) days before the expiration thereof.
All such insurance shall be taken in such  responsible  companies as Owner shall
reasonably approve,  and each policy shall provide that no cancellation  thereof
may be made by the insurance  carrier without having first given ten days notice
in writing thereof to Owner,  Manager and the holder of any indebtedness secured
by the Property.

         (l)  Any  funds  required  to  be  paid  by  Manager  for  Governmental
Impositions or for insurance under which any holder of any indebtedness  secured
by the Project  shall  require Owner to pay the same amount over to Manager upon
notice of such payment by Manager of Owner's obligation.

         (m)  Manager  shall in its  discretion  and at Owner's  expense  engage
counsel  acceptable  to Owner to  advise  on legal  matters  and  conduct  legal
proceedings arising in the performance of Manager's duties hereunder.

         (n)  Manager  shall  maintain  complete  and  accurate  records  of all
transactions relating to the Property, including disbursements, receipts and all
correspondence and data relating to the supervision, management and operation of
the Property,  and shall make such records  available for inspection and copying
by owner or its  representatives  at  reasonable  times.  Such books and records
shall be separate from those  recording  Manager's own accounts and those of any
other principal. Owner, at its expense may cause such books, records and data to
be audited by a firm of independent  certified public accountants which it shall
designate.  Manager shall comply with such instructions as may be given to it by
Owner concerning the specific fon-n or content of such records.

         (o) If  specifically  instructed to do so, Manager shall pay at Owner's
expense,  all sums that become due as they become due on indebtedness secured by
the Property.

         (p) Manager shall render to Owner,  within fifteen (I 5) days after the
end of each month, a monthly statement of receipts and disbursements  during the
preceding month with respect to the Property,  showing the revenues and expenses
of the Property.  Along with each monthly statement Manager shall remit to Owner
a statement of "net income" of the Property  for the  preceding  month.  For the
purposes of this  Agreement,  "net income" shall mean all rent monies  collected
for the month minus all expenses incurred and payments made by Manager on behalf
of Owner under this  Agreement  and minus any  compensation  due  Manager  which
Manager is entitled to deduct from "net income" under Compensation. In any month
in which the  expenses  incurred  by Manager  on behalf of Owner  exceed the net
income of the Property, the amount of the  expenses  in excess of the net income



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shall be billed  to Owner  and paid by Owner  within  fifteen  (15)  days  after
receipt of such bill.  Manager  shall also render to Owner,  within  thirty (30)
days after the end of the calendar  year, an annual report which shall include a
statement of receipts and disbursements  during the preceding calendar year with
respect to the Property and a brief report of Manager's  activities in regard to
the Property during the preceding calendar year.

         (q) Manager shall perform such additional administrative and managerial
duties in connection with the Property as Owner may request in writing from time
to time.

                                  COMPENSATION

        As  compensation  for  its  services  Manager  shall  be  entitled  to a
professional  management  fee which shall be the sum of Ten Thousand ($ 1 0,000)
dollars per month and 5 % of the effective monthly net income, if any, in excess
of Five Thousand  ($5,000)  dollars,  payable monthly.  Manager may deduct these
fees from any amounts due Owner hereunder.

                                    INDEMNITY

         Manager shall  indemnify,  defend and save harmless  Owner from any and
all liabilities,  damages,  penalties, costs, expenses, claims, suits or actions
due  to or  arising  out of  any  breach,  violation  or  nonperformance  of any
obligation of Manager hereunder. Manager shall indemnify and hold harmless Owner
from contract of other liability, claims or damages, or act committed by Manager
beyond the scope of this  Agreement  to the extent  that such  liability  is not
covered by insurance.

                                      TERM

         This  Agreement  shall  commences  on the  date  of its  execution  and
continue in full force and effect for a period of one (1) year after the date of
its  execution.  After such initial term,  this  Agreement  shall  automatically
continue  until canceled by Owner or Manager upon thirty (30) days prior written
notice given to the other Party.  Upon  termination of this  Agreement,  Manager
shall be entitled to any  compensation  specified  herein  which has accrued and
become payable but has not been paid to manager hereunder as of the date of such
termination.

                  PERFORMANCE OF MANAGER'S OBLIGATION BY OWNER

         Owner may make any payment or perform or cause to be  performed  or all
obligation of Manager under this  Agreement  which Manager may neglect or refuse
to  perform.  All costs in excess of  amounts  normally  paid on behalf of Owner
incurred by Owner in connection therewith shall be paid to Owner by Manager. The
provisions contained in this section shall not limit Manager's obligations under
this Agreement and the right and authority  hereby reserved does not impose upon
Owner any  responsibility for the care, repair or supervision of the Property or
any building, personal property, equipment, fixture or appurtenance. Owner shall
h

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ave the right  without  terminating  this  Agreement to sue for and recover all
sums payable hereunder.

                              DAMAGE OR DESTRUCTION

         In the event of damage to or  destruction  of the  Property or any part
thereof, Owner may at its election proceed to repair or rebuild. If Owner elects
to repair or rebuild the  Property,  the  Agreement  shall not be  terminated or
affected  in any  manner by reason of the  destruction  or damage in whole or in
part of the Property or any such building or improvement  located thereon, or by
reason  of  the  untenantability  of  the  Property  or  any  such  building  or
improvements,  and the  payments  to Owner under this  Agreement  as well as all
other charges payable  hereunder shall be paid by Manager in accordance with the
terms, covenants and conditions of this Agreement without abatement,  diminution
or reduction,  provided the funds  therefore are available  from the Property or
otherwise  provided to Manager by Owner.  If Owner  within sixty (60) days after
such damage or  destruction  elects not to repair or rebuild the Property,  this
Agreement shall terminate as of the date of such damage or destruction. If under
the terms of any mortgage,  deed of trust or other such instrument  covering the
Property,  the holder of the indebtedness secured thereby has the right to apply
any  insurance  proceeds  to  the  reduction  of  such  indebtedness  or to  the
restoration of the Property,  and the holder of such  indebtedness  has not made
such  decision  within  sixty (60) days after such  damage or  destruction,  the
period of time under this section in which Owner shall decide  whether to repair
or  rebuild  shall be  extended  until  ten (IO) days  after the  holder of such
indebtedness shall have made its decision.

                          SCOPE OF MANAGER'S AUTHORITY

         The scope of Manager's  authority to bind Owner shall be  determined by
provisions of this  Agreement and any  amendments  hereto.  Manager may not bind
Owner to make any  expenditure  or bind Owner to any  contract  calling  for any
expenditure except pursuant to the terms of this Agreement.

                                   AMENDMENTS

          This Agreement may be amended only by the mutual consent in writing of
the Parties.
                                     NOTICE

         All  notices,  requests,   consents,  approval,  written  instructions,
reports or other  communication  by Owner and Manager under this Agreement shall
be in writing and shall be deemed to have been given or served if  delivered  or
if mailed by certified mail, postage prepaid, addressed as follows:

                            To Owner:       Golden Opportunity Development Corp.
                                             427 Lafayette Street
                                             Baton Rouge, Louisiana 70802-5408
                                             (225) 387-0421


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                            To Manager:      Diversified Holdings 1, Inc.
                                             268 West 400 South, Suite 300
                                             Salt Lake City, Utah 84101
                                             801) 575-8073

Either  party may  change  the  address  to which  notice,  requests,  consents,
approvals, written instruction,  reports or other communications are to be given
by a notice of change of address given in the manner set forth in this section.

                                NONASSIGNABILITY

         Owner has entered into this Agreement in reliance upon the  experience,
ability and financial  worth of Manager and Manager shall not assign or transfer
any interest in this Agreement without the prior written consent of Owner.

APPLICABLE LAW

This Agreement shall be governed by and construed in accordance with the laws of
the state of Utah

EXECUTED as of the date first set forth above.


GOLDEN OPPORTUNITY DEVELOPMENT CORP. - "OWNER"


BY:   /s/ BonnieJean C Tippetts      TITLE:     Sec
      --------------------------

DIVERSIFIED HOLDINGS I, INC. - "MANAGER"


BY:   /s/ Richard Surber             TITLE:     President
      ---------------------------


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