AGREEMENT

         THIS  AGREEMENT  is entered  into this ___ day of June,  1998,  between
George H. Badger with offices at 550  Northmont  Way,  Salt Lake City,  UT 84103
(herein referred to as "Badger"),  and American Resources & Development Company,
whose  office is at 102 West 500  South,  Suite 318,  Salt Lake  City,  UT 84101
(herein referred to as "ARDCO").
                                   WITNESSETH:

         WHEREAS,  Badger is aware,  of financing  opportunities  that may be of
interest to ARDCO; and

         WHEREAS,  ARDCO  desires to be put in contact with such persons  and/or
companies;

         NOW,  THEREFORE,  in  consideration  of  the  foregoing  premises,  the
agreements,  covenants and promises set forth herein and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged,  the
undersigned parties hereby agree as follows:

1. Whenever  Badger refers a prospect to ARDCO,  Badger shall give ARDCO as much
preliminary information as is reasonably available to Badger about the prospect.
After reviewing such preliminary  information  furnished by Badger,  ARDCO shall
advise Badger as to whether or not it intends to pursue the prospect.

2. In the event Badger refers ARDCO or its agents and/or others within the ARDCO
organization  that results in any business being  transacted  between the Badger
referral  and  ARDCO  or any of its  company's  or  affiliates;  Badger,  or his
assignees  will be paid  the  following  transaction  fee  based  on the  amount
invested and/or loaned and/or from the profits derived from the transaction:

                  5% of the first $1 million  (or  less),  plus 4% of the second
                  million  (or  fraction),  plus  3% of the  third  million  (or
                  fraction),  plus 2% of the fourth million (or fraction),  plus
                  1.5% of the amount in excess of $4 million.

3. The  transaction  fee shall be paid at the time of closing of any  particular
transaction  except that  portion that may be related to deferred  profits,  and
will be paid as those  profits  are  earned.  ARDCO  hereby  assigns to Badger a
portion of the proceeds of any  transaction  equal to the fee payable to Badger,
and hereby  authorizes and directs that said fee be paid directly to Badger from
the proceeds at the time of closing or payment.

4. ARDCO  acknowledges and agrees that Badger has a proprietary  interest in all
of the introductions and / or arrangements he makes; therefore,  for a period of
36 months from the date ARDCO notifies Badger that it is no longer pursuing any

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particular  referral prospect and / or investment or joint venture  opportunity;
and,  should  anything  develop with said  referral  within the 36 month period,
ARDCO  agrees  to pay or cause to be paid to  Badger  and / or his  assigns  the
transaction fees set forth in paragraph two.

5. ARDCO  further  agrees  that it will not  circumvent  Badger in the  pursuit,
development,  investment,  acquisition, merger, or joint venture of any prospect
referred to it, and should it do so ARDCO will pay or cause to be paid to Badger
the  transaction  fees set forth in  paragraph  two.  ARDCO's  obligations  with
respect to  non-circumvention  and non-disclosure of contacts referred by Badger
shall survive the termination of this Agreement for at least 24 months.

6.  This  agreement  shall be  governed  by the laws of the  state of Utah.  All
litigation pertaining to this agreement shall be only in the Courts of the State
of Utah,  and ARDCO hereby  consents  that the Utah Courts  shall have  personal
jurisdiction  over him in such  litigation..  Any defaulting party agrees to pay
all  costs  of  enforcement,  including  a  reasonable  attorney's  fee.  If any
provision or term of this Agreement shall be found by the action of any court of
competent jurisdiction to be void or unenforceable,  the remaining provisions of
this  Agreement  shall  remain  in full  force  and  effect  as if such  void or
unenforceable provision or term had not been a part hereof.

7. This  Agreement  constitutes  the entire  agreement  between  the Parties and
supersedes any and all oral or written  promises,  understandings,  proposals or
communications,  except as may be expressly incorporated herein; and the Parties
hereto have made no  representations,  warranties  or promises  one to the other
except as expressly contained herein.

 THIS  AGREEMENT  shall inure to the benefit of and be binding  upon the Parties
hereto and their respective  heirs,  executors,  administrators,  successors and
assignees.

IN WITNESS  WHEREOF,  the parties  hereto have  executed  this  Agreement  to be
effective on the date first above written.

AMERICAN RESOURCES & DEVELOPMENT COMPANY


                                    /s/ Karl F. Badger
                                    ------------------------------
                                    By:  Karl F. Badger, President
ATTEST:

------------------------
Secretary,
                                   /s/ George H. Badger
                                   ------------------------
                                   George H. Badger