Exhibit 10.41 Promissory Note and Settlement Agreement with Gary Lange



                              SETTLEMENT AGREEMENT

The parties to this  agreement are Jeffrey S. Harden,  Lynn A. Harden,  American
Resources and Development  Company  ("ARDCO"),  Print Works, Inc. ("PWI") (which
parties shall be  collectively  hereinafter  referred to as the  defendants) and
Gary Lange and Susan Lange  (collectively  hereinafter  referred to as "Lange").
This agreement is effective as of May 2, 2001.

WHEREAS,  there is a pending lawsuit in the Circuit Court of the State of Oregon
for the County of Multnomah entitled: Gary and Susan Lange V. Jeff Harden et at,
Multnomah County Circuit Court Case No.0001-00820;

WHEREAS,  this  agreement is conditioned  upon obtaining  court approval of this
settlement; and

WHEREAS,  the parties have decided to resolve all claims in accordance  with the
terms and conditions set forth herein.

IT IS HEREBY AGREED AS FOLLOWS:

I. Payment.  The defendants  hereby jointly and severally agree to pay Lange ONE
HUNDRED THOUSAND DOLLARS ($100,000.00) paid as follows:

                  a. THREE THOUSAND DOLLARS  ($3,000.00) per month commencing on
         July 1, 2001, and the first of each month thereafter for a period of 12
         months;

                  b. FIVE THOUSAND  DOLLARS  ($5,000.00) per month commencing on
         July 1, 2002, and the first of each month thereafter for a period of 11
         months; and

         c. NINE THOUSAND DOLLARS  ($9,000.00) as a final payment due on July 1,
2003.

                          PAGE 1 - SETTLEMENT AGREEMENT
<PAGE>

No interest shall be payable on this amount unless  defendants  fail to make the
monthly  payments.  Defendants  shall  not be  deemed  to have  failed to make a
payment  unless  they  have been  given  notice of the  missed  payment  and ten
additional days to cure the nonpayment. If defendants do not cure any nonpayment
within the ten-day cure period, then they shall be deemed to have defaulted.  In
the event of default, all remaining payments are accelerated and will become due
and  payable.  In  addition,  interest on the  accelerated  balance due shall be
payable from May 3, 2001 at the rate provided for judgments in Oregon.

2. Tender of Lange  Shares.  Lange hereby  tenders all of their PWI stock to the
defendants or their designee,  together with a guarantee stock power in the form
attached as Exhibit "A," and agrees to execute any and all  documents  necessary
to effect such transfer. Said documents shall be prepared by the defendants.

3.  Warranty of Financial  Condition.  As an  inducement  to entering  into this
Settlement  Agreement,  Lange has relied  upon the  current  income and  balance
sheets  of PWI,  ARDCO  and  Jeff  and  Lynn  Harden.  A copy of said  financial
statements  are  attached  hereto as  Exhibit  "B" and  herein  incorporated  by
reference.  The defendants and each of them hereby warrant and represent that to
the best of their knowledge said statements are accurate and contain no material
misrepresentations or omissions.

4. Execution of Promissory Note and Confession of Judgment. Defendants, and each
of them, shall sign a promissory note (Exhibit "C") and a Confession of Judgment
(Exhibit  "D").  Lange  covenants and promises not to file said  Confessions  of
Judgment and/or not to transfer the promissory notes,  except in the event of an
untimely and uncured payment as

                         PAGE 2 - SETTLEMENT AGREEMENT
<PAGE>

As provided  for herein.  If  defendants  fail to make the  payments in a timely
fashion as described in paragraph 1 above,  the remaining  principal  owed shall
become  immediately due and payable in its entirety with interest on said unpaid
balance to accrue at the statutory  rate of nine percent (9%) per annum from May
2, 2001.  Defendants shall have an opportunity to cure any nonpayment within ten
(10) days of a written  notice of  nonpayment.  If  defendants  timely  cure any
nonpayment,  the remaining  unpaid  principal shall not be accelerated and there
shall be no  interest  owed (if  defendants  thereafter  continue to make timely
payments). If defendants fail to timely cure any nonpayment,  Lange may file the
Confessions of Judgment and commence  enforcement of those judgments and/or sell
or transfer any or all of the promissory notes without further notice.

In the event that the  confession  to judgment is entered in any circuit  court,
based  upon  one or more  confessions  of  judgment  provided  pursuant  to this
Section, within ten days thereafter,  plaintiffs,  and each of them, shall cause
to be filed in each  court  wherein  the  confession  of  judgment  is entered a
partial satisfaction of judgment,  crediting defendants,  and each of them, with
all amounts credited against the judgment up to the time of entry of judgment on
the confession of judgment.  Thereafter,  plaintiffs,  and each of them, no less
frequently  than  quarterly,  shall file  additional  partial  satisfactions  of
judgment in each county in which the confession of judgment has been entered, to
reflect all payments  received during the previous  quarter.  Further,  when the
judgment is paid off  (whether by one  defendant or more),  plaintiffs  agree to
file within ten days  satisfactions of judgment in each  jurisdiction  where the
confession of judgment was filed by them or on their behalf.

                         PAGE 3 - SETTLEMENT AGREEMENT
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Plaintiffs,  and each of them,  should keep a log of all  payments  received and
credited against the promissory note and confession of judgment,  indicating the
date the payment was  received  and balance due after  crediting  each  payment.
Within  ten  days  of  receipt  of a  written  request  for a copy  of the  log,
plaintiffs,  and each of them,  shall  provide a true copy of the log,  together
with a statement of the payoff balance, including a per diem rate."

5. Court  Approval.  Court approval is required for settlement of the derivative
claims.  This  Settlement  Agreement is conditioned  upon obtaining  approval to
settle such claims.  The parties  agree to  cooperate  in  obtaining  such court
approval,   including,   but  not  limited  to,   execution  of  documents   and
participating  in any court  appearance(s).  The parties  agree to maintain  the
confidential nature of this settlement in the approval process, including having
the court seal the settlement portion of this case if necessary.

6. Mutual Releases.  Effective upon court approval,  the parties hereby agree to
the following:

         a. The Langes,  and each of them,  hereby release and forever discharge
Jeffrey  S.  Harden,  Lynn A.  Harden,  ARDCO and PWI,  all of their  employees,
officers, directors,  shareholders,  agents, attorneys,  insurers, and all their
successors  in  interest,  assigns and all those acting for or on behalf of them
from: any and all claims, causes of action, counterclaims,  debts, or damages of
every kind and nature  whatsoever that the Langes now have or claim to have had,
including,  but not  limited  to, all such  claims  that were or could have been
asserted in the lawsuit,  except for the rights,  duties and obligations arising
under this agreement.

                          PAGE 4 -SETTLEMENT AGREEMENT
<PAGE>

         b. The  defendants,  and  each of  them,  hereby  release  and  forever
discharge Lange, all of their employees,  agents,  attorneys,  insurers, and all
their  successors in interest,  assigns and all those acting for or on behalf of
them from:  any and all  claims,  causes of  action,  counterclaims,  debts,  or
damages of every  kind and nature  whatsoever  that the  defendants  now have or
claim to have had,  including,  but not limited to, all such claims that were or
could have been  asserted  in the  lawsuit,  except for the  rights,  duties and
obligations arising under this agreement.

7. Dismissal of Lawsuit. Effective upon the court's approval of this settlement,
the parties hereby agree to execute all documents necessary for the dismissal of
the lawsuit,  and claims or  counterclaims,  with prejudice and without costs or
attorneys' fees to any party.

8.  Confidentiality.  The terms of this agreement are confidential and shall not
be  revealed,  except,  however  the  parties  may reveal  these  terms to their
respective lawyers, tax advisors,  and spouses,  with instruction to comply with
this  provision,  and the  parties  may  reveal the terms of this  agreement  in
connection with obtaining court approval of this  settlement,  or in response to
other valid legal process.

9. Notices.  Any notice  required  under this  agreement  shall be made by First
Class U.S.  Mail and  facsimile  to the counsel  representing  the  parties,  as
indicated below:

Christopher H. Kent, Esq.                     Michael B. Merchant, Esq.
Kent Custis, LLP                              Black Helterline LLP
1500 S.W. Taylor Street                       1900 Fox Tower
Portland, Oregon 97205                        805 S.W. Broadway
Telephone: (503) 220-0717                     Portland, Oregon 97205-3359
Facsimile: (503) 220-4299                     Telephone: (503) 224-5560
Counsel for Plaintiffs Gary and               Facsimile: (503) 224-6148
Susan Lange                                   Counsel for Defendant Print
                                              Works, Inc.
William A. Davis, Esq.
Abbott, Davis, Rothwell, et at
1900 Wells Fargo Center
1300 S.W. Fifth Avenue
Portland, Oregon 97201-5604
Telephone: (503) 222-4422
Facsimile: (503) 222-4428
Counsel for Defendants Jeff and Lynn Harden, and ARDCO

10. Miscellaneous Provisions.

         a. This  agreement is made and entered into for the purpose of settling
and  compromising  disputed claims and is not, and shall not be construed as, an
admission of any sort by any party, all of whom expressly deny and liability.

         b. This  agreement  and mutual  releases  provided  in  paragraph 6 are
binding upon and shall inure to the benefit of the parties and their  respective
heirs,  administrators,  executors,  trustees, legal representatives,  corporate
parents,  corporate  subsidiaries,   corporate  affiliates,  business  entities,
successors,  predecessors,  assigns, directors,  officers, partners,  attorneys,
agents, employees, insurers and transferees.

         c. Each of the parties to this  agreement  has read this  agreement and
understands that they have been  represented and advised by independent  counsel
throughout all negotiations that preceded the execution of this agreement.

         d. No amendments, modifications or supplements to this agreement may be
made other than by a writing signed by all the parties hereto.

         e. Except as otherwise expressly provided in this agreement, each party
hereto will bear his or its own  expenses in  connection  with the  preparation,
execution and performance of this agreement.

         f.  The  exhibits  reference  in  this  agreement  are a part  of  this
agreement as if fully set forth herein.

         g. This agreement shall be construed in accordance with and by the laws
of the state of Oregon.

         h. This agreement  constitutes the entire  agreement and  understanding
the  parties  with  respect  to its  subject  matter  and  supersedes  all prior
understandings, written or oral, among the parties with respect to this subject.

         i. The  parties  further  agree  that,  if  there  is a  breach  of any
provision of this  agreement,  the prevailing  party will be entitled to recover
costs,  disbursements,  reasonable attorney's fees, expert witness fees, and any
other fee or cost incurred including pre-filing fees and costs that are incurred
as a result of the breach.

                              APPROVED AS TO FORM:

/s/ Gary Lange

/s/ Susan Lange

/s/ Jeffrey S. Harden

/s/ Lynn A. Harden

/s/ B. Willes Papenfuss
President, American Resources & Development

/s/ Jeffrey S. Harden
President, Print Works, Inc.

<PAGE>

                                    Exhibit A

                               ASSIGNMENT OF STOCK

For Value Received,  Gary B. Lange and Susan M. Lange,  hereby sell,  assign and
transfer  unto  ___________________,  Seven  Thousand Six Hundred  (7,600) their
jointly  held  shares of common  stock  ("Shares")  of Print  Works,  Inc.  (the
"Corporation")  standing  in  their  names  on the  books  of  the  Corporation,
represented  by  Certificate  No.  37  ("Stock"),   and  do  hereby  irrevocably
constitute and appoint Black Helterline LLP,  attorneys to transfer the Stock on
the books of the Corporation with full power of substitution in the Shares.

Effective May 2, 2001.

/s/ Gary B. Lange
/s/ Susan M. Lange

<PAGE>

                                 PROMISSORY NOTE

$100,000

MADE BY:                    PRNT WORKS, INC.
                            AMERICAN RESOURCES & DEVELOPMENT CO.
                            JEFFREY S. HARDEN
                            LYNN A. HARDEN                         ("Makers")
PAYABLE TO:                 GARY LANGE
                            SUSAN LANGE                             ("Payees")

DATE:                       May 2, 2001

         For value  received,  the  undersigned  Makers  jointly  and  severally
promise to pay to the order of Payees the principal sum of One Hundred  Thousand
and No/l00 Dollars ($100,000) paid as follows:

                  1. $3,000 per month  commencing on July 1, 2001, and the first
         day of each month thereafter for a period of 12 months;

                  2. $5,000 per month  commencing on July 1, 2002, and the first
         day of each month thereafter for a period of 11 months; and

                  3. $9,000 as a final payment due on July 1,2003.

         No  interest  shall  accrue on the  unpaid  and  outstanding  principal
balance of this Note unless Makers fail to make the monthly payments as provided
herein above.

         If Makers  fails to make the  monthly  payment  on or  before  the date
indicated, Payees shall deliver to Makers a notice of missed payment ("Notice").
Upon delivery of Notice,  Makers shall have ten days from the postmarked date of
the Notice to cure the nonpayment.  Makers shall not be deemed to have failed to
make  payment  unless  Notice is received  by Makers.  If Makers do not cure the
nonpayment  within the ten-day cure period,  then Makers shall be deemed to have
defaulted.  In the event of a default, all remaining principal owed shall become
immediately  due and payable in its  entirety.  Interest  on the unpaid  balance
shall  accrue as of May 2, 2001 at the  statutory  rate of nine percent (9%) per
annum or the  applicable  rate  provided for  judgments in Oregon at the time of
default.  If Makers timely cure any nonpayment,  the remaining  unpaid principal
shall not be accelerated and there shall be no interest owed.

         Makers shall make all  payments  hereunder to Payees in lawful money of
the United States and in immediately available funds.

         Failure at any time to exercise  any of the rights of Payees  hereunder
shall  not  constitute  a waiver  of such  rights  and shall not be a bar to the
exercise of any of such rights at a later date. In the event of  commencement of
suit to enforce payment of this Note, the prevailing  party shall be entitled to
receive the costs of collection,  including reasonable attorneys' fees and court
costs.

         Nothing  contained  in this Note shall be deemed to require the payment
of  interest  or other  charges  by Makers or any other  person in excess of the
amount which the Payees may lawfully charge under the applicable  usury laws. In
the event  that  Payees  shall  collect  monies  that are  deemed to  constitute
interest,  which would increase the effective  interest rate to a rate in excess
of that  permitted  to be charged by  applicable  law,  all such sums  deemed to
constitute  interest in excess of the legal rate shall be  credited  against the
principal balance of this Note ten outstanding, and any excess shall be returned
to Makers.

         IN WITNESS WHEREOF, the undersigned have caused this Promissory Note to
be duly executed as of the date written above.

/s/ Jeffrey S. Harden
---------------------------------
President, Print Works, Inc.

/s/ B. Willes Papenfuss
---------------------------------
President, AMERICAN RESOURCES & DEVELOPMENT CO.

/s/ Jeffrey S. Harden
---------------------------------


/s/ Lynn A. Harden
---------------------------------