PROMISSORY NOTE


322,000.00
March 31st, 1999


         FOR VALUE RECEIVED,  American Resources and Development Company, a Utah
corporation,  ("Debtor")  promise  to pay to the  order  of  George  H.  Badger,
Trustee,  at 550 Northmont Way, Salt Lake City, UT 84103  ("Payee"),  or at such
other place as Payee shall have  designated to Debtor in writing,  the principal
sum of  Three  Hundred  Twenty  Two  Dollars  ($322,000),  or so  much as may be
outstanding,  together with interest on the unpaid principal balance at the rate
of thirteen  and one half  percent  (13.5%) per annum from the date hereof until
paid in full. Sums due under this Note shall be payable as follows:

         Debtor  shall pay Five  Thousand  Dollars  ($5,000) on the first day of
each month  commencing May 1st, 1999, and continuing on file first of each month
thereafter  to and  including  September  1st,  2000.  The  principal,  and  any
remaining  interest shall be paid in full on or before September 15th, 2000. All
pavments will be credited first to interest and then to principal.

         Debtor will pay an additional Thirty Dollars ($30) per day for each day
any 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  all  remaining  shares  of Golf
Communities  of America stock that 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.

         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 Golf Communities of America stock 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 Thirty  Dollars  ($30.00)  per day
penalty  payment if the $5,000 monthly  payment is not received on or before the
fast of each month;  (b) Debtor break any promise Debtor have 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  have 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) Debtor becomes insolvent,  a receiver is appointed for any
part of either Debtor's property,  Debtor makes an assignment for the benefit of
creditors,  or any  proceeding is commenced  either by Debtor or against  either
Debtor and/or its subsidiaries, under any bankruptcy or insolvency laws; (e) any
creditor tries to take any of either Debtor's and/or its  subsidiaries  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.

         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  fight under this Note shall  operate as a waiver of any other  payment or
fight.

         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  286,500  shares  of  Common  Stock  of Golf
Communities of America,  Inc.  (CLUB),  231,500 which are now held by Payee, and
75,000 additional  shares which are to be delivered  concurrent with the signing
of this note.  Debtor agrees that Payee may sell said shares at his  discretion;
provided however,  Payee shall send Debtor a copy of each brokerage confirmation
of all shares  sold.  All moneys  received  from the sale of said shares hall be
credited  first to interest  and then to  principal.  The Five  Thousand  Dollar
($5,000)  monthly payments are to be made each month regardless of the number of
shares that may, or may not be sold. All shares  remaining after payment in full
of this note are to be returned to Debtor.

                                       American Resources & Development Company

                                       /s/Will Papenfuss, President

                                       /s/Tim Papenfuss, Secretary/Treasurer