American Resources & Development Co – ‘S-8’ on 10/20/97 – EX-4.3

As of:  Monday, 10/20/97   ·   Effective:  10/20/97   ·   Accession #:  1038838-97-83   ·   File #:  333-38257

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            5     27K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4.3      Instrument Defining the Rights of Security Holders     3     13K 
 3: EX-5.1      Opinion re: Legality                                   1      7K 
 4: EX-23.1     Consent of Experts or Counsel                          1      6K 

EX-4.3   —   Instrument Defining the Rights of Security Holders

EX-4.3
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Mr. Karl F. Badger                                                              
August 25, 1997                                                                 
Page 1                                                                          

 August 25, 1997

Mr. Karl F. Badger, President                                                   
American Resources and Development Company                                      
102 West 500 South, Suite 400                                                   
Salt Lake City, UT 84101                                                        

Dear Karl:                                                                      

                  On  February  13,  1997  American  Resources  and  Development
Company  (hereinafter  the "Company")  entered into a legal  services  agreement
whereby I agreed to  provide  certain  legal  services  to the  Company  and the
Company agreed to pay for such  services.  This  Agreement  shall  supersede the
prior agreement.                                                                

                  You, on behalf of  the Company have asked me to  represent the
Company in: 1) compliance  with its reporting  obligations  under the Securities
Exchange  Act of 1934;  2)  general  corporate  matters;  3)  review of past SEC
filings;  and 4) other future  legal needs of the  Company.  I am writing to set
forth the terms of such  representation and to have you confirm that the Company
does, in fact, desire such representation on the terms set forth herein.        

                  To assist in proper and efficient representation, you agree to
make available to me as needed,  the Company's  records,  officers and employees
and to keep me informed of all relevant developments.  You acknowledge that as a
part of my professional  responsibility,  I may discuss Company matters with any
member of the Company's Board of Directors.  I will have overall  responsibility
for all the Company's legal matters  performed by the firm. Other lawyers at the
firm, will render assistance on various legal matters.                          

                  Our fees will be primarily based on the amount of time that I,
and those  associated  with me,  spend on legal  matters,  including  time spent
travelling  on  Company  matters.  For 1997,  our  hourly  rates will range from
$205.00  per hour to  $60.00  per  hour,  depending  on the  rate of the  person
providing  services.  These rates are reviewed at the end of each year,  and are
subject to change. In addition to the amount of time spent on a matter, the fees
charged the Company may be increased  based upon such factors as the  difficulty

EX-4.3
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Mr. Karl F. Badger                                                              
August 25, 1997                                                                 
Page 2                                                                          

of the  questions  involved,  the nature of and amount of the  transaction,  the
result  obtained  and the time  limitations  imposed  by the  Company  or by the
circumstances.                                                                  

                  We will submit a statement of our fees, and any expenses, each
month.  Any  outstanding  balance  owing to the firm for longer than thirty days
will be charged interest at the rate of 1.5% (18% per annum).                   

                  In addition to our fees,  our bill will  include  expenses and
costs normally associated with  representations of this kind. For example,  your
bill may include charges for travel  expenses,  long distance  telephone  calls,
courier  services,  photocopying,   telecopying,  postage  and  shipping,  staff
overtime,  major supply items, computer research services,  filing and recording
fees, and other out-of-pocket  expenses incurred on the Company's behalf. Travel
expenses, if necessary, will be first class.                                    

                  Upon   the   execution   of  this   Agreement   and  upon  the
effectiveness  of a Form S-8  registration  statement  with the  Securities  and
Exchange Commission, the Company will issue me 17,000 shares of common stock, to
be used first for  outstanding  fees and  expenses  and the balance as an earned
retainer for fees and expenses to be incurred in the future.  The retainer shall
be earned upon receipt and nonrefundable,  provided that I shall be obligated to
provide the Company  with legal  services  with a value equal to the proceeds of
the retainer.                                                                   

                  If you wish to have me represent  the Company on the terms set
forth above, please confirm by signing your name in the space provided below and
return a copy to me by fax and by mail. Please reply as soon as possible.       

If you have any questions, please call me.  

                                           Very truly yours,

                                              /s/ Richard Lawrence

                                          Richard Lawrence
RL:smm                                                                          

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Mr. Karl F. Badger                                                              
August 25, 1997                                                                 
Page 3                                                                          

                  I, on behalf of American  Resources  and  Development  Company
hereby  request the  representation  described  in the above  letter to me dated
August 25, 1997, and agree to the terms stated therein:                         

DATED:  August 25, 1997                     

                AMERICAN RESOURCES AND
               DEVELOPMENT COMPANY

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

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		10/20/97
		8/25/97		1		3
		2/13/97		1					SC 13G
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