EXHIBIT 10.7


                             CONSULTING AGREEMENT


     This Consulting Agreement is made this 16th day of December 2002, by and
between TDI Holding Corporation, a Colorado corporation, (hereinafter referred
to as "TDI" or "Company") and Louis F. Coppage, 7255 E. Quincy Avenue, Suite
550, Denver, CO 80237, (hereinafter referred to as "Consultant").

                                  WITNESSETH:

     WHEREAS, pursuant to the September 6, 2002, purchase and sale agreement
with Willette Acquisition Corp. d/b/a "Allied Vaughn," a Minnesota
corporation, (hereinafter referred to as "Allied Vaughn") TDI is the owner of
a contingent receivable due from Allied Vaughn ("the Receivable"), and

     WHEREAS, Coppage is an outside member of the TDI board of directors and
has served as a consultant to the Company by assisting TDI in negotiating and
completing the purchase and sale agreement with Allied Vaughn, and

     WHEREAS, TDI is desirous of entering into this Agreement with Coppage for
the purpose of providing payment for services rendered by Consultant upon the
terms and conditions herein set forth.

                                  AGREEMENTS:

For the consideration set forth herein, the parties hereto agree as follows:

I.   Services.  The parties acknowledge the value of services provided by
     Consultant in identifying and negotiating the sale of TDI assets to
     Allied Vaughn as consummated in the September 6, 2002 purchase and sale
     agreement referenced above.

II.  Compensation.  For services rendered, the Company agrees to pay
     Consultant a contingent consulting fee based on the total realized value
     of the Receivable, payable in the form of cash "when earned as earned"
     and within five (5) business days of receipt of any payments received by
     TDI from Allied Vaughn.  The consulting fee shall be calculated using
     the standard Lehman formula which prescribes a fee equal to 5 percent of
     the first million dollars in purchase price received, 4 percent on the
     second, 3 percent on the third, 2 percent on the fourth, and 1 percent
     on the purchase price received in excess of $4 million.  By way of
     example, should the total realized value of the Receivable equal $3.5
     million received by TDI, the consulting fee payable to Consultant would
     equal $130,000.  Similarly, should the total realized value of the
     Receivable equal $1.0 million, the fee would equal $50,000.

III. Term.  This agreement shall remain in effect until the Receivable due
     TDI from Allied Vaughn has been paid in full, and the consulting fee
     above described has been paid to Consultant in full, or until the sale
     and purchase agreement dated September 6, 2002 with Allied Vaughn
     expires, whichever comes first.


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Representations and Warranties of TDI.  The Company represents and warrants
the following:

     A.   TDI has the power and authority to execute, deliver and carry out
          this Agreement which has been approved by the Company's board of
          directors; the making of this Agreement is not in violation of any
          contractual or regulatory obligation binding upon TDI; this
          Agreement, so executed, will constitute a valid and binding
          obligation of TDI.

     B.   The Company hereby waives any potential conflict of interest
          arising from this Agreement and compensation to be paid
          thereunder, and in consideration of the Consultant's position as
          an outside member of the Company's board of directors.

     C.   The Company agrees to properly disclose the transaction in its
          regulatory filings, where such disclosure may be required and
          applicable.

     D.   The Company agrees that during the term of this Agreement, and
          while payment of the consulting fees remains owing and
          outstanding, Consultant shall continue to retain his position on
          the TDI board of directors, unless otherwise mutually agreed upon
          by the parties.

     E.   The Company hereby waives demand and presentment for payment,
          notice of dishonor, protest and notice of protest and diligence in
          collection and agrees to any extension of time for payment.

IV.  Representations and Warranties of Consultant.   The Consultant
     represents and warrants he has the power and authority to execute,
     deliver and carry out this Agreement and the making of this Agreement is
     not in violation of any contractual or regulatory obligation binding
     upon Consultant.

V.   Assignability.  The unpaid consulting fees authorized by this Agreement
     shall be assignable by Consultant to any third party at his option
     during the term of this Agreement, whereupon all interests, rights and
     compensation due from the Company shall become payable to the party
     designated by Consultant.

VI.  Expenses.  Consultant acknowledges receipt of a $2,000 unallocated
     expense allowance paid by TDI in 2002, and agrees that no other expenses
     are due and owing from TDI as a result of services rendered pursuant to
     this Agreement.

VII. Taxes.  Each Party has received its own tax advice and shall be
     responsible for its own taxes that may arise as a result of this
     Agreement.

VIII.     Rules of Construction.

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

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     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.   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.


     IN WITNESS WHEREOF, the parties hereto have executed this Consulting
Agreement  (This is a different label then that shown at the top of the
document) as of the day and year first written above.


LOUIS F. COPPAGE                         TANGIBLEDATA, Inc.



BY:/s/ Louis F. Coppage                 BY: /s/ Blair Zykan
    Louis F. Coppage                         Blair Zykan, President and CEO





















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