PROMISSORY NOTE

$731,188.60
March 31st, 1999

         FOR VALUE RECEIVED,  American Resources and Development Company, a Utah
corporation,  ("Debtor") promises to pay to the order of Miltex Industries, Ltd,
20  Senebier,  1211 Geneva 3  Switzerland  ("Payee"),  or at such other place as
Payee shall have  designated  to Debtor in writing,  the  principal sum of Seven
Hundred and Thirty One Thousand One Hundred Eighty Eight U.S.  Dollars and sixty
cents ($731,188.60) or so much as may be Outstanding,  together with interest on
the unpaid  principal  balance at the rate of  fifteen  percent  (15%) per annum
commencing June 11, 1999,  until paid in full. Sums due under this Note shall be
payable as follows:

         Debtor shall pay Eleven Thousand Dollars ($11,000) U.S. Dollars, on the
tenth day of each month  commencing June 10th, 1999, and continuing on the tenth
of each month  thereafter to and including  September 10th,  2000, at which time
the  principal,  and any remaining  interest shall be paid in full. All payments
will be credited first to interest and then to principal.

         Debtor will pay an additional  Sixty Dollars ($60) per day for each day
any monthly  payment is  delinquent.  In addition to the late  payment  penalty,
Payee may, at its  option,  and upon  default of Debtor,  take any or all of the
following  actions;  (a) declare the entire unpaid  principal  balance due under
this Note,  together with all accrued unpaid  interest,  fees and costs thereon,
immediately  due and  payable,  without  notice;  (b) sell into the  market  all
remaining  shares of Golf  Communities of America (CLUB) and American  Resources
and Development  Company (ADCO); and, sell pursuant to the terms of the attached
Pledge Agreement the shares of Printworks, Inc., and/or Fan-Tastic, Inc.; all of
which  shares  have been  pledged  to secure  this  note;  Payee may hire or pay
someone else to help collect this Note if Debtor does not pay, which sums Debtor
will reimburse to Payee. Such  reimbursable sums include,  subject to any limits
under  applicable  law,  Payee's  reasonable  attorney's fees and legal expenses
whether  or not there is a lawsuit,  including  reasonable  attorney's  fees and
legal  expenses  for  bankruptcy  proceedings,  (including  efforts to modify or
vacate  any  automatic  stay  or  injunction),   appeals,  and  any  anticipated
post-judgment collection services. Payee may also take any other actions allowed
by law or under this Note and the other agreements relating to the indebtedness.

         All  payments  received  under  this Note  shall be made in the form of
lawful money of the United States of America.

Payments are to be remitted by wire transfer to:
         UBS AG                        ( Union Bank of Switzerland)
         P.O. Box 120300
         Stamford, CT 06912-0300             ABA 026 00 79 93

CHIP ABA 799
FW026007993
Code 10 UBS AG

For the account Nbr 101-WA206626-000 of SCS Bank Alliance, Geneva,  Switzerland.
In favor of account 5399, Miltex Industries, Ltd.

         This  Note may be  prepaid  by  Debtor,  in  whole or in part,  without
premium or penalty.  All prepayments  shall first be applied to accrued interest
and then to the unpaid principal balance hereof.

         Debtor will be in default if any of the following  happens:  (a) Debtor
fails to make any payment  when due and the sum of all  payments  made by Debtor
and all proceeds from the sale of stock pledged as collateral,  is less than the
sum of all payments owed under the terms of this note; provided however,  Debtor
will not be excused  from  making the Sixty  Dollars  ($60.00)  per day  penalty
payment if the $11,000 monthly payment is not received on or before the tenth of
each month;  (b) Debtor breaks any promise  Debtor has made to Payee,  or Debtor
fails to perform  promptly at the time and  strictly  in the manner  provided in
this Note or any agreement  related to this Note,  or in any other  agreement or
loan Debtor has with Payee, (c)any representation or statement made or furnished
to Payee by Debtor or on Debtor's  behalf is false or misleading in any material
respect; (d) The Debtor becomes insolvent,  a receiver is appointed for any part
of any Debtor's  property,  or the Debtor makes an assignment for the benefit of
creditors, or any proceeding is commenced either by Debtor or against the Debtor
under any  bankruptcy or insolvency  laws; (e) any creditor tries to take any of
the Debtor's property on or in which Payee has a lien or security interest. Upon
default,  Payee  shall have all  remedies  available  to it at law or in equity.
Notwithstanding  the provisions of default as set forth above,  Debtor will have
15 days  following  date of 'notice of  default',  sent either by fax or mail to
cure said default.

         If Payee  retains an attorney for  collection  of this Note,  or if any
suit or  proceeding is brought for the recovery or protection of all or any part
of the indebtedness  evidenced by this Note, then Debtor agrees to pay on demand
all  costs  and  expenses  of the suit or  proceeding,  or any  appeal  thereof,
incurred by Payee, including, without limitation, reasonable attorney's fees.

         Debtor waives presentment,  notice of dishonor,  notice of acceleration
and protest, and assents to any extension of time with respect to any payment or
other  right under this Note shall  operate as a waiver of any other  payment or
right.

         This Note shall be  governed by and  construed  pursuant to the laws of
the State of Utah (excluding  conflicts of law  provisions).  Debtor agrees that
the  courts of the State of Utah  shall  have  exclusive  jurisdiction  over any
disputes  relating to this Note.  Debtor  consents to venue in the courts of the
State of Utah.

         This  note is  secured  by  700,000  shares  of  Common  Stock  of Golf
Communities of America,  Inc.  (CLUB),  500,000 which are now held by Payee, and
200,000 additional shares which are to be delivered  concurrent with the signing
of this  note;  600,000  shares  of  Common  Stock  of  American  Resources  and
Development Company (ADCO), which shares Payee is now holding; together with all
of the stock Debtor owns in Fan-Tastic,  Inc.  (100%) and  Printworks,  Inc., an
Oregon  Corporation  (approximately  85%),  which  shares are to be delivered to
Mitchell  Barker,  attorney  for Payee,  and which  shares are to be held by him
pursuant to the Stock Pledge Agreement attached hereto.

         Debtors agree that Payee may sell any or all of said CLUB shares at its
discretion  provided however,  Payee shall send Debtors a copy of each brokerage
confirmation  of all  shares  sold.  So long as Debtor is not in default on this
note, sale of ARDCO stock shall require the prior written consent of Debtor.

         All moneys  received  from the sale of said  shares  shall be  credited
first to interest and then to principal.  The Eleven Thousand  Dollar  ($11,000)
monthly  payments are to be made each month  regardless  of the number of shares
that may, or may not be sold.

         As additional consideration for making this loan, Payee is hereby given
the fight, to purchase from American  Resources and Development  Company (ARDCO)
up to Three  Hundred Forty  Thousand  shares of ARDCO common stock for $1.00 per
share.  This fight will  terminate when the entire balance of this note has been
paid in full.

         Parties  acknowledge that this note represents a re-writing of the debt
represented  by the  Promissory  Notes dated July 7th, 1998  ($340,000) and July
1st, 1998 ($350,000).

American Resources & Development Company

s/sWill Papenfuss, President

Attest:

s/sTim Papenfuss, Secretary/Treasurer