AGREEMENT

         This  Agreement is entered into as of the _____ day of May, 1997 by and
between  AMERICAN   RESOURCES  AND  DEVELOPMENT   COMPANY,  a  Utah  corporation
(hereinafter "ARDCO"), and WILLIAM R. VOWELL (hereinafter "Vowell").

         WHEREAS,  the parties desire to organize a corporation  for the purpose
of  developing  and selling  vacation  ownership  interests  in various  resorts
initially located in the State of Arkansas;

         NOW, THEREFORE, the parties hereto agree as follows:

         1.  ORGANIZATION OF CORPORATION.

                  A  corporation  shall be formed under the laws of the State of
Arkansas  (hereinafter the "Corporation").  The name of the Corporation shall be
FINALLY  COMMUNITIES,  INC. or such other names as the  parties  shall  mutually
agree upon. The initial  directors of the Corporation  shall be Vowell,  Stephen
Spencer and Duane  Marchant.  ARDCO shall be the sole  shareholder.  The initial
officers of the Corporation  shall be Vowell as President and Stephen Spencer as
Secretary.  ARDCO  shall  contribute  $1,000.00  to  the  capitalization  of the
Corporation.

         2.  EMPLOYMENT CONTRACT FOR VOWELL.

                  The  Corporation  and Vowell  shall  enter into an  Employment
Agreement  substantially  in  the  form  of  Exhibit  "A"  attached  hereto  and
incorporated herein by reference.

         3.  FINANCING OF CORPORATION.

                  ARDCO  shall  arrange  for a loan of $50,000 to be made to the
Corporation.  Upon the signing of this  Agreement  and the  organization  of the
Corporation, $35,000 of such loan shall be made and the balance shall be made 30
days thereafter. Vowell agrees to pledge Preferred Stock in ARDCO to secure such
loan. A portion of the loan  proceeds  shall be utilized to purchase 27 acres of
property to be utilized in the Corporation's business.

         4.  MANAGEMENT FEE.

                  The Corporation  shall pay to ARDCO on a monthly basis $20,000
to reimburse ARDCO for management and consulting  services to be provided to the
Corporation.  During the first two months of operation of the  Corporation  such
amounts shall be accrued but not paid to ARDCO and shall be paid at such time as
cash flow of the Corporation warrants.

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         5.  CONSIDERATION TO VOWELL.

                  In  consideration  of Vowell's  time and effort to develop the
business  of the  Corporation,  ARDCO  shall  issue  500,000  shares of Series E
Convertible  Preferred  Stock to Vowell,  or his designee.  Twenty Five Thousand
Four Hundred  (25,400) shares of the Series E Convertible  Preferred Stock shall
be  immediately  convertible  into 25,400 shares of  Restricted  Common Stock of
ARDCO.  The balance of the  Preferred  Shares  shall be  convertible  into ARDCO
Common  Stock after June 30, 1999 and upon  completion  of the March 31st,  1999
Audited Financial Statements of the Corporation.  The Preferred Stock shall have
those preferences,  designations and rights as set forth on Exhibit "B" attached
hereto and incorporated herein.

         IN WITNESS  WHEREOF the parties  hereto have executed this Agreement as
of the day and year first set forth above.

AMERICAN RESOURCES AND
  DEVELOPMENT COMPANY



By:--------------------------------               -----------------------------
     Karl Badger, President                       William R. Vowell


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