The following exhibits to the Secured Promissory Note with Jordache Enterprises,
Inc. are omitted and will be provided to the Commission upon request.

Exhibit  1 Stock  Pledge  Agreement  dated  October  8, 1998  between  ARDCO and
Jordache.


                             SECURED PROMISSORY NOTE

THIS PROMISSORY NOTE (the "Note") is made as of the 8th day of October, 1998, by
and between American Resources and Development Company, a Utah corporation whose
address  is 3855  South  500  West,  Suite  # R,  Salt  Lake  City,  Utah  84115
(hereinafter  referred  to  as  "Borrower")  and  Jordache  Enterprises,   Inc.,
(hereinafter  referred to as "Lender'1),  whose address is 1411  Broadway,  33rd
floor,New York, NY 10018.

                                    RECITALS

     For value  received the  undersigned,  American  Resources and  Development
Company, promises to pay to the order of the Lender, Jordache Enterprises,  Inc.
at the  aforementioned  address,  or such other place that may be  designated in
writing,  by the Holder of this Note,  the principal sum of ONE MILLION  DOLLARS
($1,000,000.00 U.S.) with interest as set forth herein.

                                    AGREEMENT

SECTION 1: LOAN TERMS

1.1      Note Advances
         Lender  agrees to loan (the  "Loan") to Borrower the sum of One Million
         and no/100 Dollars  ($1,000,000  U.S.) and Borrower  promises to repay,
         according to the following schedule:

         Date of Advance            Amount of Advance
         October 8, 1998            $1,000,000

1.2      Note Term
         The Note  shall have a term of four (4)  years,  commencing  October 8,
         1998 and shall mature and become due on October 8, 2002.

1.3      Interest and Payment Considerations
         Interest  shall accrue on all sums  outstanding at an annual rate equal
         to the prime rate as published by the wall street  journal from time to
         time  plus  one  percent  (1 %) .  Interest  shall  be paid to  Lender,
         quarterly,  on January 8, April 8, July 8 and  October 8 until all sums
         outstanding are paid in full, Borrower shall make payments of principal
         in the amount of $250,000 in principal  on October 8, 1999,  October 8,
         2000,  October 8, 2001 and October 8, 2002. 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 Borrower, 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.

1.4      Borrower's Pledge
         The advance of money  pursuant to this Note shall be secured by a stock
         pledge agreement (the "Stock Pledge") between Borrower and Lender dated
         as of the date hereof pursuant to which Borrower  pledges to Lender its
         shares of stock in U.S. Polo  Association,  Ltd. U.S. Polo Association,
         Ltd., owns the. rights, title and interest in the master license rights
         to the U.S.  Polo  Association  trademarks  as  evidenced by the Master
         License  Agreement,  dated February 14, 1997,  between Quade,  Inc. and
         USPA Properties,  Inc. This Master License Agreement was transferred to
         U.S. Polo  Association,  Ltd., on October 8, 1998. This stock pledge is
         documented in Exhibit A to this Note.

SECTION 2: DEFAULT AND LENDER'S RIGHTS

     Borrower will be in default if any of the following  happens:  (a) Borrower
fails to make any payment when due; (b) Borrower breaks any promise Borrower has
made to Lender  hereunder,  or the Stock Pledge or otherwise  defaults under any
term or provision of this Note or the Stock Pledge; or Borrower fails to perform
promptly  at the time and  strictly  in the manner  provided in this Note or the
Stock Pledge; (c) any representation or statement made or furnished to Lender by
Borrower or on Borrower's behalf is false or misleading in any material respect;
(d)  Borrower  becomes  insolvent,  a  receiver  is  appointed  for any  part of
Borrower's property,  Borrower makes an assignment for the benefit of creditors,
or any proceeding is commenced  either by Borrower or against Borrower under any
bankruptcy  or  insolvency  laws;  or (f) any  creditor  tries  to  take  any of
Borrower's property on or in which Lender has a lien or security interest.

     In the event of default,  Lender may, at its option, 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; (1)) declare any other indebtedness
owed from  Borrower  to Lender  immediately  due and  payable,  without  notice;
Further,  the Lender may hire or pay someone  else to help  collect this Note if
Borrower  does not pay,  which sums  Borrower  will  reimburse  to Lender.  Such
reimbursable  sums  include,  subject only to any limits under  applicable  law,
Lender's reasonable attorneys' fees and legal expenses whether or not there is a
lawsuit,  including reasonable attorneys' fees and legal expenses for bankruptcy
proceedings  (including  efforts  to  modify  or vacate  any  automatic  stay or
injunction),  appeals,  and any anticipated  postjudgment  collection  services.
Lender may also take any other actions allowed by law or under this Note and the
other Notes relating to the indebtedness or the Stock Pledge.

     The Borrower  further  agrees to pay interest on any amount of principal of
interest  which is not paid when due whether at maturity or otherwise  until all
amounts  due and owing  under  this Note and the Stock  Pledge are paid in full,
payable on demand,  at a rate per month  equal at all times  equal to 2% of such
amounts due and owing; provided however, that in no event shall the Late Charges
payable  hereunder  exceed the maximum rate permitted by applicable law. If from
any  circumstances  whatsoever,  fulfillment  of any provision of this Note, the
Stock  Pledge  or any  other  document  executed  in  connection  with  the loan
evidenced by this Note at the time  performance of such provision  shall be due,
shall involve a transcending of the limit of validity  prescribed by law which a
court competent  jurisdiction may deem applicable  hereto,  then ipso facto, the
interest  rate shall be reduced to the limit of such  validity  and if, from any
circumstances  whatsoever,  the Lender  shall ever receive as interest an amount
which would exceed the highest  lawful rate,  the receipt of such excesses shall
be  credited  against  the  principal  balance  due on this  Note and any  other
obligations of the Borrower to which the same may lawfully be credited,  and any
portion of such excess not capable of being so credited  shall be related to the
Borrower.

     The Borrower  hereby waives  presentment  for payment,  notice of dishonor,
protest and notice of protest.  If the Borrower consists of more than one person
or party,  the obligations and liabilities of each such person or party shall be
joint and several.

                        SECTION 3: AFFIRMATIVE COVENANTS

Borrower  covenants  that so long as Borrower  is  indebted to Lender,  Borrower
will:

3.1      Perform each and every  covenant  contained in this Note and other loan
         documents in any way relating to this Note.

3.2      Promptly  inform  Lender  of  any  litigation,   or  of  any  claim  or
         controversy  which  might  become  the  subject of  litigation  against
         Borrower.

3.3      Promptly furnish to Lender, at Lender's request,  financial information
         concerning  the assets,  liabilities,  operations and  transactions  of
         Borrower as Lender may from time to time reasonably request.

3.4      Preserve   and   maintain   all   licenses,   privileges,   franchises,
         certificates  and the like  necessary  for the  operation of Borrower's
         business, including, but not limited to the license granted pursuant to
         the Master License Agreement.

                               SECTION 4: SURVIVAL

The  representations,  warranties,  covenants,  Note and indemnities included or
provided for in this Note,  or in any exhibit,  document,  certificate  or other
instrument  delivered  pursuant to this Note,  shall survive the delivery of any
instrument or document to be delivered under this Note.

                               SECTION 5: NOTICES

All notices,  consents, waivers and other communications under this Note must be
in writing and will be deemed to have been duly given when (a) delivered by hand
(with written  confirmation  of receipt,  ('3) sent by telecopier  (with written
confirmation  of receipt),  provided that a copy is mailed by  registered  mail,
return receipt  requested,  or (c) when received by the addressee,  if sent by a
nationally  recognized overnight delivery service (receipt  requested),  in each
case to the appropriate  addresses and telecopier numbers set forth below (or to
such other  addresses and telecopier  numbers as a party may designate by notice
to the other parties):

IF TO BORROWER:

                                    American Resources and Development Company
                                    3855 South 500 West, No. R
                                    Salt Lake City, Utah 84115
                                    ATTN.:   Tim Papenfuss
                                    Facsimile #: 801 - 288 - 9210

IF TO LENDER:                       Jordache Enterprises, Inc.,
                                    1411 Broadway
                                    33rd Floor
                                    New York, New York, NY 10018
                                    ATTENTION: Robert A. Spiegelman, Esq.
                                    Facsimile No.212 714-6808

                              SECTION 6: AMENDMENTS

This Note may not be altered or  amended,  nor any rights  hereunder  be waived,
except by an instrument in writing executed by both parties hereto. No waiver of
any term,  provision or condition  of this Note,  in any one or more  instances,
shall be deemed to be, or construed  as, a further or  continuing  waiver of any
such term, provision or condition or as a waiver or any other term, provision or
condition of this Note.

                           SECTION 7: HEADINGS

The headings of the sections of this Note are for  guidance and  convenience  of
reference  only and  shall  not limit or  otherwise  affect  any of the terms or
provisions of this Note.


                            SECTION 8: GOVERNING LAW

This Note and the transaction described herein shall be construed exclusively in
accordance with, and governed by, the substantive laws of the State of New York.
Both parties  agree that any action to enforce this Note must be brought  within
the State of New York and both parties consent to jurisdiction  and venue in the
County of New York and the State of New York.

                           SECTION 9: COSTS AND LEGAL FEES

If any party is  required  to take any action to enforce  its rights  under this
Note as a result of a breach of  another  party,  whether or not a suit or other
legal action is  initiated,  the  breaching  party shall  reimburse  and pay the
non-breaching  party  promptly  upon  demand all fees and costs  incurred by the
non-breaching  party  in  connection  with  such  action,   including,   without
limitation, reasonable attorneys fees and court costs.

                           SECTION 10: SEVERABILITY

Any  provision  of  this  Note  that  is  prohibited  or  unenforceable  in  any
jurisdiction  shall be  ineffective in such  jurisdiction  only to the extent of
such prohibition or unenforceability  without affecting the remaining provisions
of this Note.

                         SECTION 11: PARTIES IN INTEREST

This Note shall be binding upon,  and shall inure to the benefit of, the parties
hereto and,  except as otherwise  prohibited,  their  respective  successors and
assigns.  Nothing  contained  in this Note,  express or implied,  is intended to
confer upon any other person or entity any benefits, rights or remedies.

                          SECTION 12: ENTIRE AGREEMENT

This note  constitutes  the  final  understanding  between  the  lender  and the
borrower and may not be contradicted by evidence of any alleged oral agreements.

                              SECTION 13: ASIGNMENT

Borrower may not assign this Note to any party  without  Lender's  prior written
consent,  which  consent may be  withheld  for any or no reason.  Any  purported
assignment by Borrower  shall be deemed null and void and of no force or effect.
Lender may assign this Note without the Consent of Borrower.


IN  WITNESS  WHEREOF,  this Note has been duly  executed  as of the day and year
first above written.

LENDER

/s/ Robert Spiegeleman                            Assistant Secretary
(Signature of Officer with Lender)             (Title of person signing)

BORROWER

/s/ Robert Mintz                                  Vice President
(Signature of Officer with Lender)             (Title of person signing)