

                           STOCK ACQUISITION AGREEMENT


         This Stock Acquisition  Agreement  ("Agreement") is made effective this
day of April, 1998 by and between,  TAC, Inc. ("TAC"),  a Utah corporation,  and
Golden Opportunity Development Corporation, a Louisiana Corporation, ("Golden"),
Smith Trust,  ("Smith")  and San Pedro  Securities,  Ltd.  ("San  Pedro") , with
respect to the following:

                                    RECITALS

         WHEREAS,  TAC is in the  business of investing  in and  acquiring  real
estate properties and motel/hotel properties that are privately held or publicly
held by corporations; and

         WHEREAS,  Golden,  Smith and San Pedro desires to obtain  investment in
Golden Opportunity  Corporation in exchange for transfer of 51% of the shares of
common stock in Golden to TAC and to obtain advice relative to corporate affairs
and  operations  and  seek to  resolve  various  corporate  obligations  through
utilizing TAC's business consulting services.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the mutual promises, covenants, and
agreements contained herein, and for other good and valuable consideration,  the
receipt and adequacy of which is expressly  acknowledged,  the parties  agree as
follows:

1.       Engagement of TAC

         TAC agrees to the following  investments in Golden and to assist Golden
in the following manner:

         a.       Advance the sum of $15,810 for current operating  deficiencies
                  of Golden's  operation of The General  Lafayette  Inn in Baton
                  Rouge, LA.

         b.       Within 30 days of the execution hereof,  transfer to Smith and
                  San Pedro  restricted  stock in a company of its own  choosing
                  valued at $800,000 (Eight hundred  Thousand  Dollars) based on
                  its bid  price as of the date of  issuance  as  listed  on the
                  NASDAQ  Bulletin Board.  No  representation  is made as to the
                  future value of the shares.

         c.       Nominate persons to serve as officers and directors of Golden,
                  Golden  shall  remove from any and all of its bank account the
                  current   authorized   signers  and   substitute  the  persons
                  nominated to serves as the new officers of Golden;

         d.       Assist and consult  with regard to  developing  Golden and its
                  common stock,  work with current  ownership and management for
                  the renovation of The General Lafayette Inn and other projects
                  as agreed between the parties.

2.       Compensation

         Smith  and San  Pedro  shall  compensate  TAC for  its  investment  and
services rendered pursuant to this Agreement as follows:

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         a.       Upon execution  hereof 51% of the common stock of Golden shall
                  be transferred into the name of TAC.

         b.       In  addition to the above,  Golden  shall pay TAC a fee of one
                  and one-half  percent per month of any amount paid or advanced
                  by TAC for the  operating  expenses of Golden  until said sums
                  are repaid in full.

         c.       Any  shares  issued   pursuant  to  this  Agreement  shall  be
                  delivered in compliance  with the rules and regulations of the
                  Act, as amended.

         d.       Golden, Smith and San Pedro shall at TAC's request appoint new
                  officers and directors of Golden as designated by TAC.

         e.       Within 10 days of the  execution  hereof,  Smith and San Pedro
                  shall deliver the stated number of shares, with all signatures
                  and documents necessary to complete the transfer thereof.

3.       Expenses.

         a.       Golden agrees to assume and promptly pay all costs  associated
                  with  the   completion   of  the   transfers  and  payment  of
                  compensation contemplated herein.

4.       Nondisclosure of Confidential Information

         a.       In consideration for entering into this Agreement, the parties
                  herein  mutually  agree that the  following  items used in the
                  parties'  respective  businesses  are  secret,   confidential,
                  unique,  and  valuable,  and were  developed by the parties at
                  great cost and over a long period of time,  and  disclosure of
                  any of the items to anyone  other than  officers,  agents,  or
                  authorized  employees  of the  Parties  which  may  result  in
                  irreparable injury:

                  i.  non-public financial information,  accounting information,
                      plans of operations,  possible  mergers,  or  acquisitions
                      prior to the public announcement;

                  ii. customer  lists,   call  lists,  and  other   confidential
                      customer data;

                 iii. memoranda,  notes,  records concerning technical processes
                      conducted by either party;

                  iv. sketches, plans, drawings, and other confidential research
                      and development data;

                  v.  manufacturing  processes,  chemical  formula,  and/or  the
                      composition of products; or

                  vi. any and all technology and/or computer generated programs,
                      including, but not limited to, hardware or software.

         b.       TAC shall have no liability to Golden, Smith or San Pedro with
                  respect to the use or  disclosure  to others not party to this
                  Agreement, of such information as TAC can establish to:



                  i.  have been publicly known;

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                  ii. have  become  known,  without  fault  on the  part of TAC,
                      subsequent to disclosure by Client of such  information to
                      the parties hereto;

                 iii. have been otherwise known by TAC prior to communication by
                      the Parties to TAC of such information; or

                  iv. have been  received by TAC at any time from a source other
                      than the Parties hereto lawfully having possession of such
                      information.

5.       Term of Agreement

         The parties  agree that the  transfers  contemplated  herein shall take
place within 30 days of the execution of this Agreement. Extensions hereof shall
be by the mutual consent of the parties and shall be in writing.

6.       Non-Circumvention

         The Parties may not terminate this Agreement solely as a means to avoid
paying  compensation  earned or to be  earned,  or in any other way  attempt  to
circumvent this Stock Acquisition Agreement.

7.       Due Diligence

         Golden  shall  supply  and  deliver  to TAC all  information  as may be
reasonably requested,  including business plans, officer  questionnaires and due
diligence  questionnaires  to enable TAC to make an  investigation of Golden and
its business prospects,  and they shall make available to TAC names,  addresses,
and  telephone  numbers  as TAC may  need to  verify  or  substantiate  any such
information provided.

8.       Golden's, Smith's and San Pedro's Representations

         Golden, Smith and San Pedro represents,  warrants, and covenants to TAC
that  each  of the  following  are  true  and  complete  as of the  date of this
Agreement:

         a.       Corporate  Existence.  Golden is a corporation duly organized,
                  validly  existing,  and in good standing under the laws of the
                  state of its  incorporation,  with  full  corporate  power and
                  authority and all necessary governmental authorization to own,
                  lease and operate property, and carry on its business as it is
                  now being  conducted.  Golden is duly qualified to do business
                  in and is in good standing in every  jurisdiction in which the
                  nature of its business or the  property  owned or leased by it
                  makes such qualifications necessary.

         b.       Golden's, Smith's and San Pedro's Authority for Agreement. The
                  execution and delivery of this Agreement and the  consummation
                  of  the  transactions   contemplated  herein  have  been  duly
                  authorized  by  all  necessary   persons  and  parties.   This
                  Agreement has been duly executed and delivered by the Parties,
                  and constitutes  the valid and legally  binding  obligation of
                  the parties  enforceable in accordance with its terms,  except
                  to the extent that enforceability may be subject to or limited
                  by  bankruptcy,  insolvency,  reorganization,  moratorium,  or
                  other similar laws affecting  creditor rights  generally.  The
                  execution and delivery of this Agreement and the  consummation
                  of the transactions contemplated herein will not conflict with
                  or  result  in any  violation  of any  provision  of  Golden's
                  Articles  of  Incorporation  or  Bylaws.  To the  best  of the
                  Parties knowledge, after

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<PAGE>

                  due inquiry,  the execution and delivery of this Agreement and
                  the consummation of the transactions  contemplated herein will
                  not conflict with any mortgage,  indenture,  lease,  contract,
                  commitment,    agreement,   or   other   instrument,   permit,
                  concession,   grant,  franchise,  license,  judgement,  order,
                  decree,   statute,   law,   ordinance,   rule,  or  regulation
                  applicable to Golden or any of its properties or assets.

         c.       Consents and Authorizations.  Any consent,  approval, order or
                  authorization  of, or  registration,  declaration,  compliance
                  with or filing with any  governmental or regulatory  authority
                  required in connection with the execution and delivery of this
                  Agreement  to permit the  consummation  by the  Parties of the
                  transactions  contemplated  herein shall be  accomplished in a
                  timely manner and in accordance with federal and/or state laws
                  where applicable.

         d.       Litigation  There are no judicial or  administrative  actions,
                  suits,  proceedings  or  investigations  pending,  or  to  the
                  knowledge of Golden, Smith or San Pedro,  threatened which may
                  result in any  liability on the part of Golden other than what
                  has already been disclosed to TAC.

         e.       Involvement  in Proceedings  or  Investigations  by Securities
                  Regulatory Authorities Golden, its officers, 10% shareholders,
                  and any entity  which  Golden or its  affiliates  or  officers
                  control,  has not been previously  involved in any litigation,
                  investigations  or proceedings with the SEC or any other State
                  or  Foreign  Securities  Regulatory  organization,  and is not
                  presently  indicted and/or was never convicted of fraud or any
                  similar crime involving any allegation of dishonesty or theft,
                  nor found guilty or is currently involved in legal proceedings
                  of such  conduct in a civil  context,  other than as disclosed
                  and with full and complete details attached hereto.

         f.       Minute  Books.  The minute  books of Golden  contain  full and
                  complete minutes of all annual, special and other meetings (or
                  written  consents  in  lieu  thereof)  of  the  directors  and
                  committees  of  directors  and  shareholders  of  Golden;  the
                  signatures  on such minutes and written  consents are the true
                  signatures of the persons  purporting to have signed them; and
                  the stock  ledger of Golden with respect to shares of Golden's
                  common  stock  issued  or   transferred  is  complete  and  no
                  documentary  stamp  taxes  are  required  to  be  affixed  and
                  canceled in  connection  with the  transfer or issuance of the
                  shares.

         g.       Disclosure   Documents.   Golden  has  or  will  cause  to  be
                  delivered,  concurrent  with the execution of this  Agreement,
                  copies of its entity  records as requested to  effectuate  any
                  transaction  contemplated herein.  Documents which the Parties
                  agrees to provide to TAC shall  include  but not be limited to
                  audited  financial  statements  for the  past  three  years of
                  Golden's   operations  or  as  long  as  Golden  has  been  in
                  operation, whichever is less, which have been audited by a SEC
                  peer approved  financial  auditor,  any entity resolutions and
                  any and all other documents which may in any way relate to the
                  transactions contemplated in this Agreement.

         h.       Nature of Representations.  No representation or warranty made
                  by Client in this  Agreement,  nor any document or information
                  furnished  or to  be  furnished  by  the  Parties  to  TAC  in
                  connection with this Agreement, contains or will contain any

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<PAGE>

                  untrue  statement of material  fact,  or omits or will omit to
                  state  any  material  fact  necessary  to make the  statements
                  contained  therein  not  misleading,  or omits  to  state  any
                  material fact  relevant to the  transactions  contemplated  by
                  this Agreement.

         i.       Limitation  of  Corporate  Obligations.  Golden shall not have
                  financial obligations,  except for the mortgage on the General
                  Lafayette  Inn,  in  excess  of  $40,000  as of  the  date  of
                  execution hereof. Breach of this representation will allow TAC
                  to rescind and void the other provisions hereof.

9.       Independent Legal and Financial Advice

         TAC is not a law firm;  neither  is it an  accounting  firm.  TAC does,
however,  affiliate with professionals in those capacities for its sole benefit.
The parties  represent  that they have not nor will they  construe  any of TAC's
representations  to be  statements  of law. Each entity has and will continue to
seek the  independent  advice  of legal  and  financial  counsel  regarding  all
material aspects of the transactions  contemplated by this Agreement,  including
the review of all documents  provided by TAC to Golden and all opportunities TAC
introduces  to  Golden.  Further,  TAC  is not a  broker/dealer,  and  does  not
represent  itself  to be such.  All  advice  given,  all  filings  and all other
services  provided to Golden by TAC shall be complete,  timely and in compliance
with current applicable Federal and State laws, rules and regulations.

10.      All Prior Agreements Terminated

         This Agreement comprises the entire agreement and understanding between
the parties hereto at the date of this Agreement as to the subject matter hereof
and supersedes and replaces all proposals,  prior  negotiations  and agreements,
whether  oral or  written,  between the parties  hereto in  connection  with the
subject  matter  hereof.  None of the  parties  hereto  shall  be  bound  by any
conditions,  definitions,  warranties  or  representations  with  respect to the
subject  matter of this  Agreement  other  than as  expressly  provided  in this
Agreement unless the parties hereto subsequently agree to vary this Agreement in
writing, duly signed by authorized representatives of the parties hereto.

11. TAC is not an Agent or Employee of Golden, Smith or San Pedro.

         Obligations  of  TAC  under  this  Agreement   consist  solely  of  the
statements  made  herein.  In no  event  shall  TAC be  considered  to act as an
employee  or agent of Golden or  otherwise  represent  or bind  Golden.  For the
purposes  of  this  Agreement,  TAC  is an  independent  contractor.  All  final
decisions  with respect to acts of Golden  whether or not made pursuant to or in
reliance on information or advice furnished by TAC hereunder,  shall be those of
Golden  or its  affiliates  and TAC,  its  employees  or agents  shall  under no
circumstances  be liable for any expense  incurred  or loss  suffered by Golden,
Smith or San Pedro as a consequence of such action or decisions.

12.      Miscellaneous

         a.       Authority.  The execution and  performance  of this  Agreement
                  have been duly authorized by all requisite  corporate  action.
                  This Agreement  constitutes a valid and binding  obligation of
                  the parties hereto.


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<PAGE>

         b.       Amendment.  This  Agreement may be amended or modified only by
                  an instrument in writing executed by the parties hereto.

         c.       Waiver.  No term of this Agreement shall be considered  waived
                  and no breach  excused by either party unless made in writing.
                  No  consent  waiver  or excuse by  either  party,  express  or
                  implied  shall  constitute  a  subsequent  consent,  waiver or
                  excuse.

         e.       Assignment.

                  i.       The  rights  and   obligations   of  TAC  under  this
                           Agreement  shall inure to the benefit of and shall be
                           binding upon its successors and assigns.  There shall
                           be no  rights  of  transfer  or  assignment  of  this
                           Agreement by Golden,  Smith and San Pedro except with
                           the prior written consent of TAC.
                  ii.      Nothing in this Agreement,  expressed or implied,  is
                           intended  to confer  upon any  person  other than the
                           parties and their successors,  any rights or remedies
                           under this Agreement.

         d.       Notices.  Any  notice  or  other  communication   required  or
                  permitted  by this  Agreement  must be in writing and shall be
                  deemed to be  properly  given when  delivered  in person to an
                  officer  of the other  party,  when  deposited  in the  United
                  States mails for transmittal by certified or registered  mail,
                  postage  prepaid,  or when deposited  with a public  telegraph
                  Corporation   for   transmittal  or  when  sent  by  facsimile
                  transmission,  charges prepaid provided that the communication
                  is addressed:

                  i.       In the case of TAC to:
                                    TAC, Inc.
                                    268 West 400 South, Suite 300
                                    Salt Lake City, Utah  84101
                                    (801) 575-8073
                                    (801) 575-8092 (fax)
                      Attention: Richard Surber, President

                  ii. In the case of Golden to:
                                    Golden Opportunity Development Corporation




                                    FAX:
                                    Attention:

                  iii.     In the case of Smith to:
                                    Smith Trust




                                    FAX:
                                    Attention: Brad Smith

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<PAGE>



                  iv.       In the  case  of San  Pedro  to:
                                    San  Pedro Securities, Ltd.




                                    Fax:
                                    Attention:

or to such  other  person or  address  designated  by the  parties in writing to
receive notice.

         f.       Headings and Captions. The headings of paragraphs are included
                  solely for  convenience.  If a  conflict  exists  between  any
                  heading  and the  text  of  this  Agreement,  the  text  shall
                  control.


         g.       Entire  Agreement.  This  instrument  and the exhibits to this
                  instrument  contain the entire  agreement  between the parties
                  with respect to the transaction contemplated by the Agreement.
                  It may be  executed  in any  number  of  counterparts  but the
                  aggregate of the counterparts together constitute only one and
                  the same instrument.


         h.       Effect of  Partial  Invalidity.  In the event  that any one or
                  more of the provisions  contained in this Agreement  shall for
                  any reason be held to be invalid, illegal, or unenforceable in
                  any respect,  such invalidity,  illegality or unenforceability
                  shall not affect any other  provisions of this Agreement,  but
                  this Agreement  shall be constructed as if it never  contained
                  any such invalid, illegal or unenforceable provisions.

         i.       Controlling Law. The validity, interpretation, and performance
                  of this  Agreement  shall be governed by the laws of the State
                  of Utah without regard to its law on the conflict of laws. Any
                  dispute  arising out of this  Agreement  shall be brought in a
                  court of competent  jurisdiction.  The parties exclude any and
                  all  statutes,  law and treaties  which would allow or require
                  any  dispute to be decided in another  forum or by other rules
                  of decision than provided in this Agreement.


         j.       Attorney Fees. If any action at law or in equity, including an
                  action  for  declaratory  relief,  is  brought  to  enforce or
                  interpret the  provisions of this  Agreement,  the  prevailing
                  party shall be entitled to recover  reasonable  attorney fees,
                  court costs,  and other costs incurred in proceeding  with the
                  action from the other party. The attorney fees, court costs or
                  other  costs,  may be ordered by the court in its  decision of
                  any action described in this paragraph or may be enforced in a
                  separate action brought for determining  attorney fees,  court
                  costs,  or other costs.  Should either party be represented by
                  in-house  counsel  all  parties  agree that party may  recover
                  attorney fees  incurred by that in-house  counsel in an amount
                  equal to that attorney's  reasonable fees for similar matters,
                  or,  should that  attorney not  normally  charge a fee, by the
                  reasonable  rate charged by attorneys with similar  background
                  in that legal  community,  considering  all  relevant  factors
                  including but not limited to the specialty or specializations,
                  if any, of the legal subjects required.

         k.       Time  is of the  Essence.  Time  is of  the  essence  of  this
                  Agreement and of each and every provision hereof.


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<PAGE>


         l.       Mutual  Cooperation.  The parties hereto shall  cooperate with
                  each other to achieve the purpose of this Agreement, and shall
                  execute such other and further  documents  and take such other
                  and  further  actions as may be  necessary  or  convenient  to
                  effect the transactions described herein.

         m.       Indemnification.   Golden,   Smith  and  San  Pedro  agree  to
                  indemnify,  hold  harmless and defend TAC from and against all
                  demands, claims, actions, losses, damages, liabilities,  costs
                  and  expenses,   including   without   limitation,   interest,
                  penalties, court fees, and attorney fees and expenses asserted
                  against or imposed or incurred by either party by reason of or
                  resulting  from  a  breach  of any  representation,  warranty,
                  covenant  condition  or  agreement  of the other party to this
                  Agreement.  Neither  party shall be  responsible  to the other
                  party for any consequential or punitive damages.

         n.       No  Third  Party  Beneficiary.   Nothing  in  this  Agreement,
                  expressed  or implied,  is intended to confer upon any person,
                  other than the parties hereto and their successors, any rights
                  or remedies under or by reason of this Agreement,  unless this
                  Agreement specifically states such intent.

         o.       Facsimile  Counterparts.  If a party signs this  Agreement and
                  transmits an electronic facsimile of the signature page to the
                  other party,  the party who receives the transmission may rely
                  upon the  electronic  facsimile  as a signed  original of this
                  Agreement.   Further,   this  Agreement  may  be  executed  in
                  counterparts.

         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
dates indicated below.

TAC, Inc.
____________________________________                Date: ______________________

By:

Golden Opportunity Development Corporation

                                                    Date:

By:

Smith Trust
____________________________________                Date: ______________________
By:

San Pedro Securities, Ltd.
____________________________________                Date: ______________________

By:

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