Exhibit 10.1       

                              MANAGEMENT AGREEMENT

     THIS AGREEMENT, made as of the first day of May, 1998, between Oceanic 
International Properties Corporation, a corporation with offices at 5000 
South Quebec Street, Suite 450, Denver, Colorado 80237 ("Oceanic"), and San 
Miguel Valley Corporation, a corporation with offices at 5000 South Quebec 
Street, Suite 450, Denver, Colorado 80237 ("San Miguel"),

                                  WITNESSETH:

     WHEREAS, Oceanic and San Miguel each require the employment of several 
personnel; and

     WHEREAS, Oceanic has sufficient personnel to provide support services to 
both Oceanic and San Miguel; and

     WHEREAS, duplication of functions and costs can be avoided, for the 
economic benefit of both companies if Oceanic is the employer of the 
personnel for both Oceanic and San Miguel and performs support services on 
behalf of San Miguel; and

     WHEREAS, Oceanic is willing to be the employer and perform such services 
under the terms of this Agreement;

     NOW, THEREFORE, in consideration of their respective covenants, the 
parties agree as follows:

I.   SERVICES TO BE PERFORMED.

     Subject to the provisions of this Agreement, Oceanic shall provide the 
personnel to perform the following services for the account of San Miguel:

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          a.   Complete management and supervisory services, including local
          management personnel, necessary to operate San Miguel as a continuing
          and active real estate investment company.

          b.   Complete accounting services necessary to maintain complete and
          accurate records on behalf of San Miguel.

          c.   Administrative services as necessary to facilitate the orderly
          performance of the general office.

          d.   Performance of such other services, at the option of Oceanic, as
          may be requested from time to time by San Miguel.

     Oceanic shall also provide office space and facilities necessary for the 
employees located in Denver to perform the services described herein.  Use of 
facilities shall include use of office space and use of telephone equipment.

II.  COMPENSATION AND REIMBURSEMENT.

     For the performance of services described in Article I, San Miguel shall 
compensate and reimburse Oceanic as follows:

          a.   On May 1, 1998, a monthly management fee shall be calculated
          based upon experience during the previous twelve-month period.  This
          calculation is to include reimbursement for any new employment
          services being provided to San Miguel by Oceanic pursuant to this
          Agreement.  The fee will be based on actual time spent on San Miguel
          activities using current pay rates and benefit schedules.  On April 1
          of every year thereafter, this fee will be subject to recalculation
          based upon experience during the previous twelve-month period.  This
          payment will be due and payable on 

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          the last day of each month.  If payment is not made by the fifteenth 
          day of the following month, the unpaid balance shall bear interest 
          monthly at the rate of 10% per annum.

          b.   Reimbursement of any direct charges incurred by Oceanic for the
          account of San Miguel, exclusive of personnel costs included in Item
          a.  These reimbursements will be due and payable upon receipt of
          invoice from Oceanic to San Miguel.

III. COVENANTS OF EACH PARTICIPATING COMPANY.

     In consideration for Oceanic's agreement to perform the services 
described in Article I, as an accommodation to San Miguel, San Miguel 
covenants and agrees to indemnify and hold Oceanic harmless from any loss or 
liability resulting from the performance of services contracted by this 
Agreement excepting only losses or liabilities resulting from Oceanic's gross 
negligence or wanton misconduct.

     In consideration for San Miguel's payment of the monthly management fee, 
Oceanic covenants and agrees to provide their employees with adequate salary 
and benefits to ensure the retention of personnel capable of performing the 
services specified in Article I.  Benefits are to include:

          a.   Health, life and disability insurance.

          b.   Employer taxes including social security, unemployment, and other
          taxes.

          c.   Pension and other retirement plans as employee eligibility
          requires.

          d.   Any other benefits Oceanic sees as necessary and appropriate.

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IV.  TERM.

     This Agreement shall continue from year to year until the same is 
terminated by not less than 60 days written notice from either party.  On 
termination, each party shall be released from all obligations accruing under 
the Agreement from and after the termination date but San Miguel shall remain 
obligated for all direct charges incurred by Oceanic prior to said date, 
whether or not known, asserted or invoiced prior to said date.

V.   STATUS OF EMPLOYER.

     It is understood and agreed that Oceanic is acting as an independent 
contractor and not as an employee or agent of any party.  All personnel 
provided by Oceanic for performance of its duties under this Agreement shall 
be and remain the employees of Oceanic, and the selection of such employees, 
their hours of labor, and the compensation to be paid to them shall be 
determined by Oceanic except as required under Article III.

VI.  NOTICES.

     All notices required or permitted by this Agreement shall be in writing 
and shall be deemed to have been delivered to the other party when delivered 
in person or transmitted by mail, postage and charges prepaid, addressed to 
Oceanic at the address set out above, or by facsimile.

VII. GENERAL.

     a.   This Agreement shall be governed by the laws of the State of Colorado,
     United States of America.

     b.   The provisions hereof inure to the benefit of and are binding upon the
     successors in interest of each party.

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     IN WITNESS WHEREOF, the parties have executed this Agreement on the date 
and year first above written.

                                       OCEANIC INTERNATIONAL PROPERTIES
                                       CORPORATION



                                       /s/ Janet A. Holle             
                                       ---------------------------------------
                                       Janet A. Holle
                                       Vice President


                                       SAN MIGUEL VALLEY CORPORATION



                                       /s/ Charles N. Haas            
                                       ---------------------------------------
                                       Charles N. Haas
                                       President






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