The following  exhibits to the U.S. Polo  Association,  Ltd.  Shareholders'  are
omitted and will be provided to the Commission upon request.

Exhibit 1 License Assignment  Agreement dated October 8, 1998 between Quade Inc.
and U.S. Polo Association Ltd.
Exhibit 2 Indemnity Letter dated October 8, 1998


                           U.S. POLO ASSOCIATION, LTD
                             SHAREHOLDERS' AGREEMENT



         AGREEMENT,  effective  the 8th day of October,  1998, by and among Iron
Will Group  Ltd.,  a British  Virgin  Island  Corporation,  with an address  c/o
Jordache  Enterprises,  Inc.,  1411 Broadway,  New York, NY ("Iron  Will"),  and
American Resources and Development Company, a Utah corporation,  with an address
at 3855 5. 500  West,  Suite R,  Salt  Lake  City,  UT 84115  ("Ardco")  (each a
Shareholder,  and collectively,  the  "Shareholders") and U.S. Polo Association,
Ltd., a British Virgin Island Corporation (the "Corporation")

         WHEREAS,  each  Shareholder is the record and beneficial owner of fifty
percent  (50%)  of the  Corporation's  issued  and  outstanding  stock  (each an
"Ownership Interest"); and

         WHEREAS,  the Shareholders  consider it to be in their best interest to
discourage each other from engaging in a Transfer Event, as hereinafter defined,
and to ensure continuity of management.

         NOW,  THEREFORE,  in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows.

I.       Transfer of an Ownership Interest

(a)      Limitation of Transfer.
No Shareholder may, directly or indirectly, sell, assign, mortgage, hypothecate,
transfer,  pledge,  create a security interest in or lien upon, encumber,  gift,
place in  trust,  or  otherwise  voluntarily  or  involuntarily  dispose  of its
Ownership Interest (collectively,  a "Transfer Event") in the Corporation except
in accordance with the terms of this Agreement,  and as required by the terms of
the loan being extended by Jordache Enterprises, Inc. to Ardco as of this date.

(b) Effect of Certain Transfers.  No actual or purported transfer or encumbrance
of any Ownership Interest or interest therein, whether voluntary or involuntary,
not in  accordance  with the  provisions  of this  Agreement,  shall be valid or
effective  to grant to the  transferee  of, or  claimant  with  respect to, such
interest  any  right  (including,  without  limitation,  any  right to cause the
registration  of such  interest in his name or on his behalf on the books of the
Corporation,  to receive any distributions or to vote),  title or interest in or
to such Ownership Interest (all such right, title and interest being hereinafter
referred to as "Ownership  Rights") . Any purported  transferor of any Ownership
Interest shall not be entitled to, and specifically waives, its Ownership Rights
from the date of such purported  transfer or encumbrance  until such transaction
shall be rescinded.

(c)  Issuance  of Shares  The  Corporation  shall  not  issue any  Shares or any
options,  warrants  or  rights  to  purchase  or  acquire  any  Shares  or other
securities convertible or exchangeable for any Shares, without the prior written
consent of all of the directors and Shareholders.

(d)  Corporate  Transactions.   The  Corporation  shall  not  redeem,  purchase,
reclassify,  recapitalize or otherwise  acquire for any consideration any Shares
other  than  pursuant  to  Section  2,  without  the  written   consent  of  all
Shareholders.

2. Shareholder Transactions.  If either Shareholder (the "Selling Shareholder11)
shall wish to sell all, but not less than all, of the Ownership  Interest in the
Corporation  owned by it then, in such event, the Selling  Shareholder may do so
only after strictly complying with the following provisions:

(a) The Selling Shareholder shall offer (the "Offer") to sell to the Corporation
and to the other Shareholder (the  "Non-selling  Shareholder") all (but not less
than all) of the  Ownership  Interest  (i) at a purchase  price  (the  "Purchase
Price") determined  pursuant to section (b) immediately below. The payment terms
shall be twenty (20%) percent in cash at Closing with the

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<PAGE>

balance  payable  pursuant to the promissory  note terms  described in Section 3
hereof (collectively, the "Buyout Terms")

(b) The value of the Corporation  shall be determined  pursuant to the following
formula: Ownership percentage in the Corporation

X        [(i) Book value plus (ii)5  times (three  times  net pretax  income for
         the fiscal year  preceding the year of the Offer plus two times the net
         pre-tax  income for the second  fiscal year  preceding  the year of the
         Offer plus the net pre-tax  income for the third fiscal year  preceding
         the  year of the  Offer,  with  the  total  divided  by  six),  but the
         aggregate  of (i) and (ii) shall not be less than book  value].  If the
         Corporation shall be in existence less than three fiscal years prior to
         the year in which the Offer is made,  the formula  shall be adjusted to
         adapt to such fact.


Book value and net pre-tax income shall  conclusively be those amounts  reported
on the Corporation's Financial Statements for the specific fiscal year involved.
(c) The  Corporation and the  Non-selling  Shareholder  3hall thereupon have the
right and  option for a period of 60 days  }after the  receipt of the Offer (the
"Acceptance  Period"),  either (I) to accept the offer to purchase  all (but not
less than all) of

                                        4
<PAGE>

the  Ownership  Interest  on the Buyout  Terms by  delivering  a written  notice
("Notice of Acceptance") to the Selling Shareholder within the Acceptance Period
or (ii) to reject  the Offer.  The  Corporation  shall have the first  option to
exercise the rights to purchase. If the Corporation elects to purchase less than
all of the Subject Ownership Interest or declines to purchase any of the Subject
Ownership  Interest,  the  Non-selling  Shareholder  shall  have the  option  to
purchase the shares of the Selling Shareholder not acquired by the Corporation.

(d) If effective  acceptance  shall have been given,  closing  shall take place,
within 30 days after the delivery of the Notice of Acceptance, at the offices of
Jordache  Enterprises,  Inc.,  1411 Broadway,  New York, New York, or such other
place mutually agreed upon by the parties (the "Closing")

(e) If effective  acceptance shall not have been given by the Corporation and/or
the Non-selling Shareholder by the delivery of a Notice of Acceptance within the
Acceptance  Period,  as  aforesaid,  then the Selling  Shareholder  may sell the
Ownership Interest at a price not less than the Purchase Price, and on terms not
materially  more favorable to the purchaser  than the Buyout Terms,  at any time
within  sixty  (60) days (the  "Option  Period")  after  the  expiration  of the
Acceptance Period.

                                        5
<PAGE>

(f) If the  Selling  Shareholder  shall fail to sell the  Ownership  Interest as
contemplated above within the Option Period, then the Ownership Interest may not
be sold and the  provisions of this  Agreement  shall continue to apply as if no
Offer had been given.

(g) Any transferee of any Ownership  Interest shall hold such Ownership Interest
subject to the terms of this Agreement,  and thereafter  shall be referred to as
one of the Shareholders as that term is used in this Agreement.  Such transferee
shall not have any  rights,  by virtue of his or her  ownership  of a  Ownership
Interest to be employed by the  Corporation  or to receive any  compensation  or
benefits from the  Corporation  of any kind or nature  whatsoever  other than to
share proportionately in distributions made by the Corporation, if any.

3.  Promissory  Note Terms.  Any promissory  note issued by a Shareholder or the
Corporation  pursuant  to  Section  2 hereof  is  hereinafter  referred  to as a
"Promissory  Note" and the person  making such  Promissory  Note is  hereinafter
referred to as the "Maker".  Each  Promissory  Note shall be payable in: (i) 120
equal  monthly  installments  (such  installments  being  herein  referred to as
"Installments") of principal,  plus (ii) interest in an amount sufficient to pay
all interest at the prime rate as declared  from time to time by Citibank,  N.A.
(the "Prime Rate") in effect when

                                        6
<PAGE>

the Installment is due. Each  Installment  shall be applied first to the payment
of interest and then to the reduction of principal.  Any unpaid interest will be
added to the outstanding  principal  balance of the Promissory Note and interest
shall accrue  thereon at the rate  provided  for in the  Promissory  Note.  Such
Promissory Note shall provide for the acceleration of payments thereunder upon a
default in the  payment of  principal  or interest  thereon,  the  voluntary  or
involuntary  bankruptcy  of the  Maker or a default  under  any  other  material
indebtedness  of the Maker.  Each  Promissory Note may be prepaid by, and at the
election of, the Maker at any time without premium or penalty, but with interest
through the date of such prepayment. The Promissory Note shall be secured by the
Ownership  Interest,  the  acquisition  of  which  generated  production  of the
Promissory Note.

4. Management Each  Shareholder  agrees to vote his or her shares:  (a) to cause
the By-laws of the  Corporation to provide for four (4) directors;  (b) to cause
Ralph Nakash  ("Ralph") and Joseph Nakash  ("Joe") to be elected at all times as
directors of the  Corporation;  and to cause Robert  Mintz  ("Robert")  and Will
Papenfuss ("Will"),  to be elected at all times as directors of the Corporation;
and (c) to cause Joe at all times to be elected as Chairman of the Board,  Ralph
to be elected at all times as secretary, Robert Mintz to be elected at all times
as president, and Will Papenfuss to be elected at all times as vice president of
the Corporation.

                                        7
<PAGE>

Within 120 days after the  execution  of this  Agreement,  each of Iron Will and
Ardco  shall file in writing  with the  Corporation  the name and address of the
person(s) that it has selected to be its  designee(s) in the event of the death,
resignation  or removal as officer  and/or  director  of Joe or Ralph as to Iron
Will or Robert and Will as to Ardco. Each designating party shall have the right
to change its designee at any time.

5. Equitable  Relief.  The parties hereto agree and acknowledge that a breach of
the  provisions of this Agreement  could not be adequately  compensated by money
damages.  Accordingly,  each party hereto shall be entitled,  in addition to any
other right or remedy available to it, to an injunction  restraining such breach
or any threatened breach to a specific performance of any such provision of this
Agreement,  and in either case, no bond or other  security  shall be required in
connection  therewith,  and the parties hereto hereby consent to such injunction
and the  ordering of specific  performance.  6. Term.  This  Agreement  shall be
effective  for and have a term of twenty (20) years from the date written at the
head of this Agreement.

                                        8
<PAGE>


7.       Arbitration.


(a) Forum.  Any dispute  arising out of or  relating  to this  Agreement  or the
breach,   termination  or  invalidity  thereof,  shall  be  finally  settled  by
arbitration  conducted  in New  York  City in  accordance  with  the  Commercial
Arbitration  Rules of the American  Arbitration  Association.  Judgment upon the
award rendered may be entered in any court having jurisdiction thereof.

(b) Costs and  Expenses  The  successful  party (as  determined  by the arbitral
tribunal) shall be entitled to recover  interest from the date of any breach and
reimbursement  of costs and expenses of the  arbitration,  including  reasonable
attorneys' fees incurred in connection therewith.


8.       Miscellaneous.

(a) Notices: Any and all notices,  designations,  consents, offers, acceptances,
or any other  communication  provided for herein shall be made by hand-delivery,
first-class mail  (registered or certified,  return receipt  requested),  telex,
telecopies,  or  overnight  air courier  guaranteeing  next day  delivery to the
intended recipient: 9 To Iron Will Group Ltd.


With a copy to:

c/o Jordache Enterprises, Inc. 1411 Broadway
New York, NY 10018

Howard W. Mechanic, Esq.
Muchnick, Golieb & Golieb, P.C.
630 Fifth Avenue - Suite 1425
New York, New York 10111


To American Resources and Development Company:

3855 S. 500 West, Suite R
Salt Lake City, UT 84115


with a copy to:


Except as otherwise provided in this Agreement, each such notice shall be deemed
given at the time delivered by hand, if personally delivered;  five (5) business
days after  being  deposited  in the mail,  postage  prepaid,  if  mailed;  when
answered back, if telexed;  when receipt  acknowledged,  if telecopied;  and the
next business day after timely deliver to the courier,  if sent by overnight air
courier guaranteeing next day delivery.

(b) Entire Agreement; Amendment. This Agreement constitutes the entire agreement
between  the  parties  hereto  with  respect to the  subject  matter  hereof and
supersedes all prior negotiations, representations and agreements. No change or

                                       10
<PAGE>

modification of this Agreement shall be valid, binding or enforceable as against
any  Shareholder  unless the same  shall be in writing  and signed by all of the
directors  and  by  shareholders  owning  at  least  two  thirds  (3/4)  of  the
Corporation's issued and outstanding shares.


(c) Waiver. No failure or delay on the part of any Shareholder in exercising any
right, power or privilege hereunder,  and no course of dealing between an Entity
and the  Shareholders  or either of them shall  operate as a waiver  thereof nor
shall any single or partial exercise of any right, power or privilege  hereunder
preclude  the  simultaneous  or later  exercise  of any  other  right,  power or
privilege.  The rights and remedies herein expressly provided are cumulative and
not exclusive of any rights and remedies that the Shareholders or either of them
would  otherwise  have.  No notice to or demand on any  Entity in any case shall
entitle  such Entity to any other  further  notice or demand in similar or other
circumstances or constitute a waiver of the rights of the Shareholders or any of
them to take any other of further action in any circumstances  without notice or
demand

(d)  Counterparts.  This Agreement may be executed in two or more  counterparts,
each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.

11 (e)  Governing  Law.  This  Agreement  shall be  governed  and  construed  in
accordance  with the law of the State of New York  applicable to contracts  made
and performed within New York, unless specifically  prohibited by the law of the
country of incorporation.

(f) Benefit and Binding  Effect.  This Agreement shall be binding upon and shall
inure  to  the  benefit  of  each  of the  Shareholders,  and  their  respective
executors,  administrators and personal  representatives  and heirs and assigns,
and any holder of a Promissory Note as such.

(g)  Attorneys'  Fees.  In any  action or  proceeding  brought  to  enforce  any
provisions of this Agreement,  or where any provision hereof is validly asserted
as a defense,  the  successful  party shall be  entitled  to recover  reasonably
attorneys' fees in addition to any other available remedy.

         IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of
the date first above written.

Iron Will Group Ltd.                    American Resources & Development Company

By:s/s Robert Speigeelman               By:s/s Robert Mintz, Vice President




                                       12
<PAGE>

                                      RIDER
                                       TO
                  SHAREHOLDERS AGREEMENT DATED OCTOBER 8, 1998
                      BY AND AMONG IRON WILL GROUP LIMITED,
                     RESOURCES AND DEVELOPMENT COMPANY AND
                           U.S. POLO ASSOCIATION LTD.

         9. The  Company  shall  not  without  the  unanimous  approval  of  the
Shareholders, take any of the following actions;

         (a)      purchase  or redeem  any equity  securities,  pay or declare a
                  dividend,  whether  in  cash  or  in  property,  or  otherwise
                  authorize any distribution to shareholders;

         (b)      purchase  equity  securities  or  loan  to  or  invest  in any
                  business entity;

         (c)      incur debt in any twelve month period in excess of $250,000.00

         (d)      sell or otherwise transfer securities of any subsidiary to any
                  third party;

         (e)      make any  fundamental change  in the operations of the Company
                  as now conducted or as proposed to be conducted

         (f)      make any change in the Articles of  Incorporation or Bylaws of
                  the Company.

         (g)      adopt or amend the Corporation's Articles of  Incorporation or
                  Bylaws

         (h) elect or remove officers and directors of the Company.

         (i)      issue any stock of any class of the Company.

         (1)      approve  any  change  in  the   number  or  classification  of
                  authorized shares of the Company.

         (k)      Approve any merger or  consolidation  of the  Company  with or
                  into  another  corporation  or other  entity,  or  exchange of
                  shares with another  corporation,  whether or not  shareholder
                  approval is required under the Act.
         (l)      Approve any action  which would  result in shares of any class
                  to the  Company's  securities  being made  subiect to a public
                  offering.

         (m)      Approve any sale of any patent or intellectual  property right
                  owned by the Company.

         (n)     Approve the sale,  1ease,  exchange or other disposition of all
                 or substantially all of the property of the Company.

Iron Will Group Ltd.                    American Resources & Development Company

By: s/s Robert Speigeelman              By: s/s Will Papenfuss, President

Dated: October 8, 1998                  Dated: October 8, 1998


U.S. Polo Association, Ltd.

s/s Will Papenfuss, President
Dated: October 8, 1998