Kimbell de Car Corporation
                              1830 Sharpless Drive
                       La Habra Heights, California 90631




                                February 28, 2000


Dale Stonedahl, President
YGCD Assets, Inc.
6814 Bugle Court
Boulder, Colorado  80301

Re:  Proposed Exchange of Shares of Kimbell de Car Corporation  ("KBDD") for one
     hundred  percent  (100%) of the  outstanding  shares of YGCD  Assets,  Inc.
     ("YGCD")

Dear Mr. Stonedahl:

        This letter will confirm the recent discussions we have had with you and
your  representatives  relative to the proposed exchange of shares of the common
stock of KBDD for all of the issued and  outstanding  common stock of YGCD.  The
objective of our discussions has been the execution and consummation, as soon as
feasible,  of a formal agreement between KBDD and YGCD (the "Agreement"),  which
among other things, would provide for the various matters set forth below:

1. Just  prior to the  closing  of this  transaction,  KBDD will have  2,916,681
shares issued and outstanding.

2. KBDD will acquire all of the issued and outstanding common stock of YGCD from
the shareholders of YGCD in exchange for 12,500,439  restricted shares of no par
value common stock of KBDD ("KBDD Common  Stock"),  which will be delivered upon
the closing of this transaction (the "Closing Date").  This exchange is intended
to  qualify as a  tax-free  reorganization  under  Section  368 of the  Internal
Revenue  Code of 1986,  as  amended,  and the  shares of KBDD  received  by YGCD
shareholders will be received on a tax-free basis. The 3.

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shares to be issued by KBDD will be  "restricted  securities" as defined in Rule
144 under the Securities  Act of 1933, and an appropriate  legend will be placed
on the certificates  representing  such shares,  and stop transfer orders placed
against them.

4.  In a  separate  transaction  to be  closed  concurrently  with  the  reverse
acquisition of YGCD, H. Daniel Boone a principal  shareholder of KBDD, will sell
2,400,000 of his personal shares to YGCD in exchange for $200,000 in cash. These
shares will then be cancelled by YGCD immediately after the Closing.

5. Prior to the Closing,  YGCD will raise  $3,200,000  in a Rule 506 offering to
accredited  investors  overseas by selling 1,600,000 shares of YGCD common stock
at $2.00 per share.  The offering  will be managed by CCRI  Corporation  and the
funds will be  escrowed  in the trust  account of Krys Boyle  Freedman & Sawyer,
P.C., legal counsel for YGCD.

6. On the  Closing,  KBDD  will  issue  a  total  of  12,500,439  shares  to the
shareholders  of YGCD,  which will bring the total  number of shares  issued and
outstanding  after the closing to 15,417,120  shares.  YGCD will then cancel the
2,400,000 shares it purchases from H. Daniel Boone, reducing the total number of
shares outstanding to 13,017,120.

        Upon the Closing, YGCD will become a wholly-owned subsidiary of KBDD.

7. The  parties  will use their best  efforts to close  this  transaction  on or
before March 31, 2000. If the Agreement is not executed by March 31, 2000,  this
Letter will terminate.

8. At the Closing, the present KBDD officers and directors shall deliver to YGCD
their respective letters of resignation, along with minutes of the KBDD Board of
Directors  accepting  such  resignations  and appointing to the KBDD Board those
persons designated by YGCD to be directors of KBDD.

9. Prior to Closing,  YGCD will  provide an unaudited  balance  sheet and income
statement for the period ended on a date within 60 days of the Closing.

10. On the date of this Letter of Intent, the common stock of KBDD is registered
with the  Securities  and Exchange  Commission  pursuant to Section 15(d) of the
Securities Exchange Act of 1934, as amended, (the "Act"), and KBDD has filed all
reports  required  to be filed by  Section  15(d) of the Act  during the past 12
months. These reports were, when filed, accurate, not misleading and complete in
all material respects.

11. The common stock of KBDD is currently listed for trading on the OTC Bulletin
Board under the symbol KBDD.


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12. On the Closing, KBDD will have no assets and no liabilities.

13.  Once this letter is  executed,  all parties  hereto,  in reliance  upon the
agreement  represented herein,  shall not, for a period of 45 days from the date
of  execution  hereof,  negotiate  with any other  third  party with  respect to
undertaking any merger or stock or asset acquisition.

14.  KBDD and YGCD  will  take all  necessary  steps to call  meetings  of their
respective  directors as soon as possible to approve the terms of this Letter of
Intent.

15.  Upon the signing of this  Letter of Intent,  KBDD and YGCD will  provide to
each other full access to their books and  records and will  furnish  financials
and operating data and such other information with respect to their business and
assets  as may  reasonably  be  requested  from  time to time.  If the  proposed
transaction  is  not  consummated,  all  parties  shall  keep  confidential  any
information (unless ascertainable from public filings or published  information)
obtained concerning the other's operations, assets and business.

16. This Letter of Intent may be executed in two or more  counterparts,  each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument.

17.  Each party will pay its legal  expenses  incurred in  connection  with this
transaction whether or not the transaction is consummated.

18. Upon the execution by you and return to us of this Letter of Intent, counsel
for YGCD and KBDD  will  prepare  an  Exchange  Agreement  which  shall  contain
provisions in accordance with this Letter together with such further appropriate
terms and  conditions as legal  counsel and the parties may mutually  determine.
The Exchange Agreement shall be subject, in all respects, to the approval of the
respective Boards of Directors of KBDD and YGCD.

19. It is understood  that the terms set forth in this Letter may not constitute
all of the major terms which will be included in the  Exchange  Agreement,  that
the terms set forth herein are subject to further  discussion  and  negotiation,
and that this  Letter is an  expression  of intent  only and is not to create or
result in any legally  binding  obligation  upon the parties  hereto except with
respect to paragraphs 12, 14 and 16.


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        If the foregoing accurately reflects our discussions, please execute and
return to the undersigned one copy of this Letter.

KIMBELL DE CAR CORPORATION   YGCD ASSETS, INC.



By:____________________________     By:_________________________
   Wesley F. Whiting, Secretary        Dale Stonedahl, President