SHARE PURCHASE AGREEMENT

This Share  Purchase  Agreement  ("Agreement"),  dated as of February ___, 2000,
among H. DANIEL BOONE, (SELLER),  Kimbell DeCar Corp. ("KBDD"), and YGCD Assets,
Inc. , (BUYER) a Colorado Corporation.

                                     W I T N E S S E T H:

        A.     WHEREAS,  KIMBALL DECAR CORP. ("KBDD") is a corporation duly
organized under the laws of the State of Colorado,

        B.  WHEREAS,  BUYER wishes to purchase  2,400,000  common shares of KBDD
free and clear of liens and encumbrances from SELLER.

        C.  WHEREAS,  the  parties  hereto  wish to enter  into this  Agreement,
pursuant to the provisions of the Colorado Revised Statutes.

        NOW, THEREFORE, it is agreed among the parties as follows:


                                    ARTICLE I

                                The Consideration

        1.1 Subject to the conditions set forth herein on the "Closing Date" (as
herein  defined),  SELLER shall sell and BUYER shall purchase  2,400,000  common
shares of KBDD common stock.  The  transactions  contemplated  by this Agreement
shall be completed at a closing  ("Closing") on a closing date ("Closing  Date")
on or before March 17, 2000.  The purchase  price for the KBDD shares to be paid
by BUYER to SELLER is $200,000,  $25,000 of which is paid  herewith and $175,000
which shall be delivered at closing.

        On the Closing Date,  all of the  documents to be furnished  pursuant to
this Agreement,  including the documents to be furnished  pursuant to Article VI
of this  Agreement,  shall be  delivered to M.A.  Littman,  to be held in escrow
until all closing conditions  hereunder have been met or the date of termination
of this  Agreement,  but no longer than 10 days after  closing  date,  whichever
first occurs,  and  thereafter  shall be promptly  distributed to the parties as
their interests may appear.

        1.2 Concurrent with the execution  hereof,  BUYER shall deposit or cause
to be deposited with M.A.  Littman as a  non-refundable  consideration  for this
agreement,  the sum of $25,000.  Further,  the sum of $175,000  shall be paid at
closing for  delivery to SELLER upon receipt of the shares  (2,400,000)  of KBDD
common stock.


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                                   ARTICLE II

                              Conveyance of Shares

        2.1 The shares of no par value  common  stock of KBDD shall be delivered
and  conveyed by SELLER to BUYER at closing by SELLER with duly  executed  stock
powers, upon receipt of the cash consideration by SELLER.

        2.2  SELLER  represents  that no  outstanding  options or  warrants  for
unissued shares exist for KBDD.

                                   ARTICLE III

                Representations, Warranties and Covenants of SELLER as to KBDD

               SELLER  hereby  represents,  warrants and  covenants to BUYER and
will  cause  KBDD to so  represent  and  warrant,  except  as stated in the KBDD
Disclosure Statement, as follows:

        3.1 KBDD is a corporation  duly organized,  validly existing and in good
standing  under the laws of the State of Colorado,  and has the corporate  power
and authority to own or lease its  properties and to carry on its business as it
is now being conducted.  The Articles of Incorporation and Amendments and Bylaws
of KBDD,  copies  of which  have  been  delivered  to BUYER,  are  complete  and
accurate,  and the minute books of KBDD contain a record,  which is complete and
accurate in all material respects, of all meetings, and all corporate actions of
the shareholders and Board of Directors of KBDD.

        3.2 The aggregate  number of shares which KBDD is authorized to issue is
1,000,000,000  shares of common  stock  with no par  value per  share,  of which
approximately  2,917,000  shares  of  such  common  stock  will  be  issued  and
outstanding,  fully paid and  non-assessable,  at closing under this  agreement.
KBDD has no  outstanding  options,  warrants  or other  rights to  purchase,  or
subscribe to, or securities  convertible  into or exchangeable for any shares of
capital stock.

        3.3 KBDD and SELLER have complete and  unrestricted  power to enter into
and,  upon the  appropriate  approvals  as required by law,  to  consummate  the
transactions contemplated by this Agreement.

        3.4  Neither  the  making  of nor the  compliance  with  the  terms  and
provisions of this Agreement and consummation of the  transactions  contemplated
herein by KBDD will  conflict  with or  result in a breach or  violation  of the
Articles of Incorporation or Bylaws of KBDD.




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        3.6 KBDD has  delivered  to BUYER  financial  statements  of KBDD  dated
December  31,  1998.  At or prior to  closing  KBDD shall have filed its 10K for
1999,  including unaudited financial  statements for the year ended December 31,
1999. All such statements,  herein sometimes called "KBDD Financial  Statements"
are (and will be) complete and correct in all material  respects  and,  together
with the notes to these  financial  statements,  present  fairly  the  financial
position  and  results  of  operations  of KBDD of the  periods  indicated.  All
financial  statements  of KBDD  will  have  been  prepared  in  accordance  with
generally accepted accounting principles.

        3.7 Since the dates of the KBDD  Financial  Statements,  there  have not
been any material  adverse  changes in the business or  condition,  financial or
otherwise,  of KBDD. KBDD does not have any material liabilities or obligations,
secured or unsecured  except as shown on updated  financials  (whether  accrued,
absolute, contingent or otherwise).

        3.8 There are no pending legal proceedings  involving KBDD, there are no
legal proceedings or regulatory  proceedings  involving material claims pending,
or, to the knowledge of the SELLER,  threatened against KBDD or affecting any of
its assets or properties, and KBDD is not in any material breach or violation of
or default  under any contract or  instrument  to which KBDD is a party,  and no
event has occurred which with the lapse of time or action by a third party could
result in a  material  breach  or  violation  of or  default  by KBDD  under any
contract or other  instrument  to which KBDD is a party or by which it or any of
its properties may be bound or affected,  or under its Articles of Incorporation
or Bylaws,  nor is there any court or regulatory  order  pending,  applicable to
KBDD.

        3.9 KBDD shall not enter into or consummate  any  transactions  prior to
the Closing Date other than in the  ordinary  course of business and will pay no
dividend,  or increase the  compensation of officers and will not enter into any
agreement or transaction which would adversely affect its financial condition.

        3.10 KBDD is not a party to any contract performable in the future.

        3.11 The representations and warranties of SELLER and KBDD shall be true
and correct as of the date hereof and as of the Closing Date.

        3.12 KBDD shall deliver to BUYER, all of its corporate books and records
for review.  KBDD will also  deliver to BUYER on or before the Closing  Date any
reports  relating to the  financial  and business  condition of KBDD which occur
after the date of this  Agreement  and any other  reports sent  generally to its
shareholders after the date of this Agreement.

        3.13 KBDD has no employee benefit plan in effect at this time.


<PAGE>



        3.14 No  representation or warranty by KBDD or SELLER in this Agreement,
the KBDD  Disclosure  Statement or any  certificate  delivered  pursuant  hereto
contains any untrue  statement of a material fact or omits to state any material
fact necessary to make such representation or warranty not misleading.

        3.15 SELLER or KBDD has  delivered,  to BUYER true and correct copies of
the 10-K and each of its other  reports  to  shareholders  and  filing  with the
Securities and Exchange Commission ("SEC") for the year ended December 31, 1999.
KBDD will  also  deliver  to BUYER on or before  the  Closing  Date any  reports
relating to the  financial  and business  condition of KBDD which are filed with
the SEC after the date of this Agreement and any other reports sent generally to
its shareholders after the date of this Agreement.

        3.16 KBDD has duly filed all  reports  required  to be filed by it under
the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934,
as amended,  (the "Federal  Securities  Laws"). No such reports,  or any reports
sent to the  shareholders of KBDD generally,  contained any untrue  statement of
material  fact or  omitted  to state any  material  fact  required  to be stated
therein or necessary  to make the  statements  in such  report,  in light of the
circumstances under which they were made, not misleading.

        3.17 SELLER hereby covenants that during the contract  period,  prior to
closing,  KBDD  will not take any  board  action  without  BUYER's  approval  in
writing, pending selection of new officers and directors at closing.

        3.17 SELLER owns the 2,400,000  KBDD shares being sold to the BUYER free
and clear of any liens and encumbrances and may transfer such shares without the
consent of any third party.


                                   ARTICLE IV

                      Obligations of the Parties Pending the Closing Date

        4.1 At all times  prior to the  Closing  Date  during  regular  business
hours, each party will permit the other to examine its books and records and the
books and  records  of its  subsidiaries  and will  furnish  copies  thereof  on
request.  It is recognized that, during the performance of this Agreement,  each
party may provide the other parties with  information  which is  confidential or
proprietary  information.  During the term of this Agreement, and for four years
following the termination of this Agreement,  the recipient of such  information
shall protect such information from disclosure to persons, other than members of
its own or affiliated  organizations and its professional  advisers, in the same
manner as it protects  its own  confidential  or  proprietary  information  from
unauthorized  disclosure,  and  not  use  such  information  to the  competitive
detriment of


<PAGE>


the  disclosing  party.  In addition,  if this  Agreement is terminated  for any
reason,  each party shall promptly  return or cause to be returned all documents
or other  written  records  of such  confidential  or  proprietary  information,
together with all copies of such writings and, in addition, shall either furnish
or cause to be furnished, or shall destroy, or shall maintain with such standard
of care as is exercised  with  respect to its own  confidential  or  proprietary
information,  all copies of all documents or other written records  developed or
prepared  by such  party  on the  basis  of  such  confidential  or  proprietary
information.  No information shall be considered  confidential or proprietary if
it is (a) information  already in the possession of the party to whom disclosure
is made,  (b)  information  acquired by the party to whom the disclosure is made
from  other  sources,  or (c)  information  in the  public  domain or  generally
available to interested  persons or which at a later date passes into the public
domain or becomes  available to the party to whom disclosure is made without any
wrongdoing by the party to whom the disclosure is made.

        4.2 SELLER and BUYER shall promptly  provide each other with information
as to any significant  developments  in the  performance of this Agreement,  and
shall promptly notify the other if it discovers that any of its representations,
warranties  and  covenants  contained  in  this  Agreement  or in  any  document
delivered  in  connection  with this  Agreement  was not true and correct in all
material respects or became untrue or incorrect in any material respect.

        4.3 All parties to this  Agreement  shall take all such action as may be
reasonably  necessary and  appropriate and shall use their best efforts in order
to consummate the transactions contemplated hereby as promptly as practicable.

                                    ARTICLE V

                              Procedure for Closing

        5.1 At the Closing  Date,  the purchase and Sale shall be effected  with
common stock  certificates  of KBDD being  delivered duly executed for 2,400,000
shares of common  stock to BUYER and the  delivery  of  $175,000  in a cashier's
check to SELLER  from BUYER,  together  with  delivery of all other  agreements,
schedules, warranties and representations set forth in this Agreement.

                                   ARTICLE VI

                           Conditions Precedent to the
                          Consummation of the Purchase

        The  following  are  conditions  precedent  to the  consummation  of the
Agreement on or before the Closing Date:


<PAGE>



        6.1 SELLER shall have  performed and complied with all of its respective
obligations  hereunder  which are to be complied  with or performed on or before
the Closing Date and SELLER and KBDD and BUYER shall  provide one another at the
Closing with a certificate  to the effect that such party has performed  each of
the acts and  undertakings  required  to be  performed  by it on or  before  the
Closing Date pursuant to the terms of this Agreement.

        6.2 No action,  suit or proceeding  shall have been  instituted or shall
have  been  threatened  before  any court or other  governmental  body or by any
public authority to restrain,  enjoin or prohibit the transactions  contemplated
herein,  or which might subject any of the parties hereto or their  directors or
officers to any material liability,  fine,  forfeiture or penalty on the grounds
that the transactions contemplated hereby, the parties hereto or their directors
or officers,  have violated any  applicable  law or regulation or have otherwise
acted improperly in connection with the transactions  contemplated  hereby,  and
the parties  hereto have been  advised by counsel  that,  in the opinion of such
counsel,  such action, suit or proceeding raises substantial questions of law or
fact which could  reasonably  be decided  adversely  to any party  hereto or its
directors or officers.

        6.3 All actions,  proceedings,  instruments  and  documents  required to
carry out this Agreement and the transactions  contemplated  hereby and the form
and  substance  of all legal  proceedings  and related  matters  shall have been
approved by counsel for BUYER.

        6.4 The  representations and warranties made by BUYER and SELLER in this
Agreement shall be true as though such  representations  and warranties had been
made or given on and as of the  Closing  Date,  except to the  extent  that such
representations  and  warranties  may be  untrue on and as of the  Closing  Date
because of (1) changes caused by  transactions  suggested or approved in writing
by BUYER or (2)  events or changes  (which  shall not,  in the  aggregate,  have
materially and adversely affected the business,  assets, or financial  condition
of KBDD during or arising after the date of this Agreement.)

        6.5 All  outstanding  liabilities  of KBDD  shall  have  been  paid  and
released prior to closing.

        6.6 The Share  Exchange  Agreement  between  KBDD and the BUYER which is
currently being negotiated will close concurrently with the closing hereof.

        6.7 SELLER shall cause KBDD to appoint,  at closing,  Dale  Stonedahl as
President of KBDD and shall appoint such persons directors as BUYER may direct.


<PAGE>



                                   ARTICLE VII

                           Termination and Abandonment

        7.1   Anything   contained   in   this   Agreement   to   the   contrary
notwithstanding, the Agreement may be terminated and abandoned at any time prior
to the Closing Date:

        (a)    By mutual consent of parties;

        (b)    By  either  party,  if any  condition  set  forth in  Article  VI
               relating  to the  other  party  has not  been met or has not been
               waived;

        (c)    By  BUYER,  if any  suit,  action  or other  proceeding  shall be
               pending or threatened by the federal or a state government before
               any  court or  governmental  agency,  in which  it is  sought  to
               restrain,  prohibit or otherwise  affect the  consummation of the
               transactions contemplated hereby;

        (d)    By  any  party,  if  there  is  discovered  any  material  error,
               misstatement or omission in the representations and warranties of
               another Party;

        (e)    By any party if the Agreement  Closing Date is not within 30 days
               from the date hereof; or

        7.2 Any of the terms or  conditions  of this  Agreement may be waived at
any time by the party which is entitled to the benefit thereof,  by action taken
by him or the Board of Directors,  provided;  however, that such action shall be
taken only if, in the  judgment of the Board of  Directors  or Party  taking the
action,  such waiver will not have a materially  adverse  effect on the benefits
intended under this Agreement to the party waiving such term or condition.

        7.3 The  deposit  of $25,000  paid as  consideration  herefore  shall be
non-refundable  if this  transaction  does not close due to the  failure  of the
BUYER to  perform  under the terms and  conditions  of this  Agreement.  If this
transaction does not close due to the failure of the SELLER to perform under the
terms  and  conditions  of this  Agreement  or due to the  breach by KBDD of its
representations  and  warranties  under this  agreement,  the  deposit  shall be
returned to the BUYER.

                                  ARTICLE VIII

                        Termination of Representation and
                        Warranties and Certain Agreements

        8.1 The respective  representations and warranties of the parties hereto
shall


<PAGE>


expire  with,  and  be  terminated  and  extinguished  by  consummation  of  the
Agreement;  provided,  however, that the covenants and agreements of the parties
hereto shall survive in accordance with their terms.

                                   ARTICLE IX

                                  Miscellaneous

        9.1 This Agreement  embodies the entire  agreement  between the parties,
and there have been and are no agreements,  representations  or warranties among
the parties other than those set forth herein or those provided for herein.

        9.2 To  facilitate  the  execution  of this  Agreement,  any  number  of
counterparts  hereof may be executed,  and each such counterpart shall be deemed
to  be  an  original  instrument,  but  all  such  counterparts  together  shall
constitute but one instrument.

        9.3 All parties to this Agreement agree that if it becomes  necessary or
desirable to execute further instruments or to make such other assurances as are
deemed  necessary,  the party  requested  to do so will use its best  efforts to
provide such executed  instruments or do all things necessary or proper to carry
out the purpose of this Agreement.

        9.4  This  Agreement  may be  amended  upon  approval  of the  Board  of
Directors of BUYER and SELLER.

        9.5 Any notices, requests, or other communications required or permitted
hereunder shall be delivered  personally or sent by overnight  courier  service,
fees prepaid, addressed as follows:


To H. DANIEL BOONE:





copy to:       Michael A. Littman
               Attorney at Law
               10200 W. 44th Ave., #400
               Wheat Ridge, CO 80033



<PAGE>



To YGCD ASSETS, INC.

c/o Jon Sawyer Esq.
600 17th Street, Suite 2700 South
Denver, CO  80202

copy to:


or such other  addresses as shall be furnished in writing by any party,  and any
such notice or  communication  shall be deemed to have been given as of the date
received.

        9.6 No press release or public  statement will be issued relating to the
transactions  contemplated by this Agreement without prior approval of BUYER and
SELLER.  However,  KBDD may issue at any time any press  release or other public
statement  it believes on the advice of its counsel it is  obligated to issue to
avoid  liability  under the law relating to  disclosures,  but the party issuing
such press release or public  statement  shall make a reasonable  effort to give
the other party prior notice of and  opportunity  to participate in such release
or statement.

IN WITNESS WHEREOF, the parties have set their hands and seals this _____ day of
-----------.



                                    SELLER:


                                    ----------------------------


                                    BUYER:


                                    By:__________________________
                                                   President


                            KIMBELL DeCAR CORPORATION



                                    By: __________________________