EXHIBIT 10.5

                             CONSULTING AGREEMENT

     This Consulting Agreement is made by and between YGCD Assets, Inc., a
Colorado Corporation ("YGCD" or "Company") and Louis F. Coppage ("Consultant"
or "Coppage").

                                  WITNESSETH:

     Whereas, Coppage has demonstrated special skill, knowledge, ability and
experience serving as Chairman of public companies, and because of these
qualities, the Company is desirous of entering into a Consulting Agreement
whereby the Company will retain the services of Coppage for a future term of
service, subject to the terms and conditions herein set forth.

I.    Term.  The term of the Agreement shall be for a period  of one (1) year
      commencing on March 1, 2000 and terminating on February 28, 2001, or
      upon the completion of any sale, merger or dissolution of the Company
      occurring prior to February 28, 2001.  This agreement shall only be
      terminated in accordance with the provisions of Paragraph VI (six) of
      this Agreement.

II.   Position, Duties and Services.  Through the term of the agreement:

      (A)  With approval of the Shareholders and the Board of Directors,
      Coppage shall serve as Chairman of the Board of Directors of YGCD
      Assets, Inc.  Coppage agrees to devote the necessary time and attention
      to his duties as a Director of the Company, which duties may be
      augmented or restricted in accordance with the directives of the Board
      of Directors of the Company.  The initial services to be rendered by
      Coppage shall include the negotiation and completion of the planned
      transaction with Kimbell-DeCar Corporation.

      (B)  Additional consulting services to be rendered shall include the
      early stage administration and development of financing and capital-
      ization of the newly combined public entity, to include investment
      banking, investment relations, and mergers and acquisitions activities
      as authorized by the Chief Executive Officer of the Company.

      (C)  Coppage agrees to exercise his best efforts in good faith with
      respect to his position and duties as provided hereunder.

III.  Compensation.  Consultant shall be paid stock compensation and
      performance incentives payable as follows:

      (A)  Stock Grant.  The Company agrees to award to Coppage a one time
      stock grant of sufficient number of restricted common shares so as to
      be convertible to 150,000 restricted common shares of Kimbell-DeCar
      Corporation stock, post share exchange.






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      (B)  Stock Options and Performance Bonuses.  During the term of this
      Agreement, Consultant may be eligible to receive performance bonuses
      and any qualified or non-qualified stock options of the Company,
      and/or of its public parent, as established by the Compensation
      Committee of the Board of Directors of the Company.  Upon completion
      of the Company's planned transaction with Kimbell-DeCar Corporation,





      and the latter's related common stock reverse split, Consultant shall
      receive a five year stock option from the renamed public entity for
      the exercise of 50,000 common shares.  The options shall be exer-
      cisable upon demand and at the then fair market value of the stock
      on the date of grant.

IV.   EXPENSES.  Subject to the Company's written expense reimbursement
      policy, the Consultant shall be entitled to reimbursement for all
      reasonable expenses necessarily incurred by him in the performance of
      his duties upon presentation of a voucher indicating the amount and
      business purpose and supported by appropriate documentation.

V.    BENEFITS.  The Consultant shall not be eligible to participate in
      the Company's health and welfare benefit programs, except as otherwise
      agreed upon between the Consultant and the Board of Directors of the
      Company.  Consultant shall be an independent contractor, and shall be
      responsible for all taxes.

VI.   TERMINATION.  Notwithstanding any provision of the foregoing contract,
      the Consultant may be discharged either for Cause or without Cause by
      the Board of Directors of the Company at any time during the term
      of this Agreement.  "Cause" shall mean a material breach of the terms
      of this Agreement, including: (a) conviction of a felony involving
      moral turpitude; (b) theft from the Company or any of its customers;
      (c) breach of any covenant of non-competition or non-disclosure as
      hereafter executed; (d) willful failure or refusal to carry out the
      policies of the Company or any order or directive of the Board of
      Directors; or (e) the failure by the Consultant to perform all of the
      material duties and to comply with the material terms and conditions
      of him under this Agreement.

      If the Consultant is discharged for Cause, or voluntarily terminates
      this Agreement during the period specified herein, then and in any
      such event, all subsequent compensation required to be paid by the
      Company to the Consultant shall be forfeited, and this contract
      and the rights of the parties shall terminate.

      In the event the Company otherwise terminates this Agreement, the
      Company shall be obligated to pay Consultant, as a lump sum severance
      payment, an amount equal in value to the balance of the compensation,
      payable in either shares at fair market value and/or cash at Company's
      option within thirty (30) days of such termination.

VII.  RENEWAL.  At the Company's option, this Agreement may be renewed
      annually for two (2) subsequent one-year periods.  Compensation
      adjustments, if any, shall be mutually agreed upon between the
      parties.

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VIII. ARBITRATION.  All disputes, differences, or questions arising between
      the parties hereto relating to construction, prices, meaning, or
      effect of any cause or thing contained herein, or the rights or
      liabilities of the parties respectively, or their respective successors
      and assigns, shall be referred to arbitration between the parties
      hereto, one arbitrator to be appointed by each party, and the
      arbitrators so chosen, if by themselves unable to agree within ten days
      after their appointment, to choose an additional arbitrator, without

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      delay, and the decision in writing signed by a majority of such
      arbitrators, unless patently erroneous, shall be binding upon the
      parties hereto.  The general procedure followed for arbitrators shall
      conform to the laws of the State of Colorado.  The unsuccessful party in
      the arbitration shall pay the expenses/costs related thereto.

IX.   NOTICE.  Any notice required or permitted to be given under this
      Agreement shall be sufficient if in writing and if sent by certified
      or registered mail, return receipt requested.

X.    RULES OF CONSTRUCTION.

      (A)  Entire Agreement.  This Agreement constitutes the entire agreement
      between the parties pertaining to the subject matter hereof and
      supersedes all negotiations, prior agreements and contemporaneous
      agreements, discussions and understandings of the parties in connection
      with the subject matter hereof.

      (B)  Governing Law.  This Agreement shall be governed by and construed
      in accordance with the laws of the State of Colorado.  Venue and
      Jurisdiction shall be in Denver County, Colorado.

      (C)  Amendments.  No change, modification or termination of any of the
      terms, provisions or conditions of this Agreement shall be effective
      unless made in writing and signed by all parties hereto, their
      successors or assigns.

      (D)  Binding Effect on Successors and Assigns.  This Agreement shall be
      binding upon and shall inure to the benefit of the parties hereto and
      their respective successors, personal representatives, heirs and
      assigns.

      (E)  Disclosure.  Consultant agrees not to disclose the terms of this
      Agreement to anyone during the term of this agreement, except as
      required by law, without the express written consent of the Company.

      (F)  Severability.  If any Article, or other provision of this
      Agreement, or the application thereof, is held to be invalid, illegal,
      or unenforceable in any respect or for any reason, the remainder of this
      Agreement, and the application of the Article, Section or Provision to a
      person or circumstance with respect to which it is valid, legal or
      enforceable, shall not be affected thereby.



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     IN WITNESS WHEREOF, the parties hereto have executed this Consulting
Agreement below, as of this 2nd day of March, 2000.

THE COMPANY:

YGCD ASSETS, INC.

By:/s/ Dale Stonedahl
   Dale Stonedahl, President

THE CONSULTANT:

LOUIS F. COPPAGE


By:/s/ Louis F. Coppage
   Louis F. Coppage









































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