STOCK REDEMPTION AGREEMENT

     AGREEMENT,  made this 4th day of May 1999, between IRON WILL GROUP LIMITED,
a corporation  organized and existing  under the laws of British  Virgin Islands
("Iron  Will") with an address at: Room  605A-607A 6/F Empire  Centre,  Tsim She
Tsui East, Kowloon, Hong Kong, and AMERICAN RESOURCES AND DEVELOPMENT COMPANY, a
corporation  organized  and  existing  under  the  laws of the  State  of  Utah,
("ARDCO") with an address at: 3855 South 500 West, Suite R, Salt Lake City, Utah
84115 and U,S.  POLO  ASSOCIATION  LTD., a British  Virgin  Island  corporation,
('USPA'), with its principal place of business at:

                                    RECITALS

     WHEREAS,  Iron Will and ARDCO  each own 10,000  Shares of USPA Stock  which
together constitute USPA's issued and outstanding Shares of Capital Stock And;

     WHEREAS,  Iron Will, or its designee  desires to purchase all of the Shares
of USPA owned by ARDCO upon the terms and conditions hereinafter set forth.

     In consideration of the mutual covenants and agreements  herein  contained,
the parties agree as follows:

     1. Purchase  Price:  ARDCO,  hereby agrees to sell and deliver to Iron Will
and Iron Will, or its designee hereby agrees to purchase from ARDCO,  its 10,000
Shams (the "Shams") of USPA represented by Certificate  Number One dated October
8, 1998 for the sum of $1,300,000 on the terms and conditions heroin set forth..

     2. Manner of  Payment:  Iron Will shall pay ARDCO for the Shams as follows;
(a) the sum of $100,000 shall be paid upon the execution of the Agreement,  said
payment shall be non-refundable as set forth herein.

                  (b) the sum of  $1,200,000  shall  be paid at  Closing,  which
shaft be held thirty (30) days after the date of this  Agreement' or if such day
is not a business day on the next  following  business day. Iron Will shall have
the  option  to extend  the date of  Closing  an  additional  fifteen  (15) days
provided  Iron Will shall pay  interest at the rate of prime plus 1/2% per annum
during the additional fifteen (15) day period on the balance due to ARDCO.

                  (c)  closing  shall  be  held  at  the  Office  of  Robert  A.
Spiegelman, 1411 Broadway, New York, NY 10018.

                  (d)  payment   shall  be  made  by  delivery  of  the  Secured
Promissory  Note dated October 8, 1998 between  ARDCO and Jordache  Enterprises.
Inc. marked  "Cancelled" and payment in immediately  available funds of $200,000
less interest due to date of closing.

         3.  Surrender  of  Certificates:  On the date of  Closing,  ARDCO shall
surrender to Iron Will the  Certificates  representing the Shares in USPA. ARDCO
shall duly endorse Certificates to Iron Will

         4.  Resignation  of  Shareholder:  At Closing  ARDCO shall  deliver the
resignations of Robert Mintz and Will Papenfuss as Officers and Directors of the
Corporation.

         5. Representations of ARDCO: ARDCO hereby represents that the following
material facts are true:

                  (a) ARDCO is a duly organized, validly existing Corporation in
good standing,  formed under the laws of Utah and is qualified to do business in
every jurisdiction appropriate to the nature of its activities and properties.

                  (b)  ARDCO  has full  power  and  authority  to  execute  this
Agreement  and deliver  all of the  Certificates  and  perform  all  obligations
 .hereunder.  This  executed  Agreement  constitutes  a legal,  valid and binding
obligation of ARDCO, enforceable in accordance with its terms.

                  (c) The  execution  ad  delivery of the  Certificates  and the
consummation  of the  transaction  contemplated  herein will not (i) violate any
constitutional  provision,  statute,  regulation,  rule,  injunction,  judgment,
order,  decree,   ruling,   charge  or  other  restriction  of  any  government,
governmental agency or court to which ARDCO is subject (i~ conflict With, result
in breach of, constitute default under, result in acceleration, of, or create in
any party, the right to accelerate,  terminate,  modify or cancel or require any
notice under any note, indenture,  mortgage, deed of trust, agreement, contract,
lease, license, instrument or other arrangement to which ARDCO is a party.

                  (d) ARDCO is not  required  to give notice to, make any filing
with or obtain any  authorization,  consent or  approval  of any  government  or
governmental agency in order to consummate the transactions contemplated by this
Agreement.

                  (e) The  Shams  are  wholly  owned by ARDCO  and have not been
sold, exchanged,  pledged,  forfeited, or otherwise transferred or hypothecated.
ARDCO is the legal and  beneficial  owner of the  shares,  free and clear of all
liens,  encumbrances,  equities  and  claims  whatsoever,  except  for a  Pledge
Agreement dated October 8, 1998 with Jordache Enterprises,  Inc., which shall be
discharged and satisfied by payment of ARDCO at Closing.

                  (f) ARDCO shall obtain the written  consent of USPA Properties
Inc., to complete this transaction.

                  (g)  Between  the date of the  Agreement  and  Closing,  ARDCO
represents that it will operate the business (U.S. Polo Association Ltd.) in the
ordinary course consistent with past practice.

                  (h)  ARDCO  Shall  deliver  at  Closing  a  Balance  Sheet and
Statement of Operations of U.S. Polo Association Ltd., certified by Robert Mintz
end Will  Papenfuss  as  officers  and  directors  that said  Balance  sheet and
Statement of Operations am a true and correct statement of the condition of U.S.
Polo Association Ltd., as of the date of Closing. '

                  (i) ARDCO shall turn over all books, records and bank accounts
of U.S. Polo Association Ltd., at the time of Closing.

         6.  Representations  by Iron Will: Iron Will hereby represents that the
following material facts are true:

                  (a)  Iron  Will  is  a  duly   organized,   validly   existing
corporation  in good  standing,  formed  under  the laws of the  British  Virgin
Islands and is qualified to do business in every jurisdiction appropriate to the
nature of its activities and properties.

                  (b) Iron Will has full power and  authority  to  execute  this
Agreement and all obligations  hereunder.  This executed Agreement constitutes a
legal,  valid and binding  obligation of the iron Will enforceable in accordance
with its terms.

                  (c) The redemption of the Shares and the  consummation  of the
transaction  o  contemplated  herein  will not (i)  violate  any  constitutional
provision,  statute,  regulation,rule,   injunction,  judgment,  order,  decree,
ruling,  charge or other restriction of any government,  governmental  agency or
court to which Iron Will is subject,  or (ii) conflict with,  result in a breach
of, constitute a default under,  result in the acceleration of, or create in any
party the fight to accelerate, terminate, modify or cancel or require any notice
under any note, indenture,  mortgage, deed of trust, agreement, contract, lease,
license, instrument or other arrangement to which Iron Will is subject.

                  (d) Iron Will is not  required  to give  notice  to,  make any
filing with, or obtain any authorization,  consent or approval of any government
or governmental  agency in order to consummate the  transaction  contemplated by
this Agreement.

                  (e) There is no pending or overtly  threatened  action,  suit,
proceeding or investigation against iron Will in any judicial form or before any
administrative body,  commission or governmental  department,  the resolution of
which could reasonably be . expected to have a materially  adverse effect on the
validity enforceability of this Agreement.

         7.  Liquidated  Damages:  If Iron Will defaults  under this  Agreement,
ARDCO as its sole remedy  shall be entitled to declare this  Agreement  null and
void and to retain the $100,000  deposit paid  hereunder as liquidated  damages,
where upon the  Agreement  shall  terminate and neither party shall have further
claim against the other.  If ARDCO defaults  under the Agreement,  Iron Will, as
its sole  remedy,  will be entitled to declare the  Agreement  null and void and
obtain the refund of its $100,000 deposit hereunder.

         8. Miscellaneous: This Agreement may only be modified in writing signed
by both parties.

         9. Entire Agreement:  This Agreement constitutes the, entire agreement,
between  the parties  and  supersedes  any prior  agreements  or  understandings
between them with respect to the subject matter hereof.

         10.   Headings:   All  section  headings  in  this  Agreement  are  for
convenience of reference only and are not intended to qualify the meaning of any
section.

         11. Separability Provisions:  if the operation of any provision of this
Agreement  is in  contravention  of  existing  law,  then  only  such  offending
provision shall be void, and the remainder of this Agreement shall remain valid.

         12. Binding Agreement:  This Agreement shall be binding upon, and inure
to the benefit of, the parties hereto and their  successors and assigns,  except
as otherwise provided herein.

         13.   Counterparts:   This   Agreement   may  be  executed  in  several
counterparts, and all so executed shall constitute one agreement, binding on all
the parties hereto. Any counterpart of this Agreement,  which has attached to it
separate  signature pages which together contain the signature of all parties or
is  executed  by an  attorney-in-fact  on behalf of some or all of the  parties,
shall for all purposes be deemed a fully executed instrument.

         14. Arbitration Clause: Any dispute or controversy arising out of or in
connection with this Agreement,  or the breach thereof,  shall be determined and
settled  by  arbitration  in New York City in  accordance  with the rules of the
American Arbitration Association.  Any award rendered therein shall be final and
binding on the  parties  and  judgment  may be  entered  thereon in any court of
competent jurisdiction.

         15. Governing Law: This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

         16. Jurisdiction: The parties stipulate that the jurisdiction and venue
for any disputes  pertaining to the subject matter of this Agreement shall be in
the State of New York.

         17.  Notices:  Notices by either party shall be sent to the other party
to the address listed on page one of this Agreement.

         II WITNESS WHEREOF,  the parties have executed this Agreement as of the
date written above,

IRON WILL GROUP LIMITED
/s/ Robert Spiegelman

U.S. POLO ASSOClATION LTD.
/s/ Robert Mintz

AMERICAN RESOURCES AND DEVELOPMENT COMPANY

By:  /s/ Will Papenfuss