EXHIBIT B
Addendum #1 to
Acquisition Agreement
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ADDENDUM #1 TO
ACQUISITION AGREEMENT
THIS ADDENDUM #1 TO ACQUISITION AGREEMENT is made effective this 10th
day of May, 1999, by, between and among Genesis Capital Corporation of Nevada, a
Nevada corporation ("Genesis"); Motor Sports on Dirt, Inc., a Texas Corporation
("Motor"); and the persons listed on Exhibit "A" attached hereto and made a part
hereof, being all of Motor's stockholders as of the date of this Agreement (the
"Sellers").
WHEREAS, the parties to the original Acquisition Agreement dated April
6, 1999 (the "Acquisition Agreement," attached as Exhibit B to this Addendum and
incorporated herein by this reference) mutually desire to amend and modify their
previous agreement according to the terms of this addendum;
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree to amend and modify their previous agreement as follows:
A. Paragraph VII(B) of the Acquisition Agreement is hereby amended to add a
new subparagraph 5, which reads as follows:
"5. Genesis' obligation to pay the Purchase Price of Eleven
Million Seven Hundred Ninety Thousand (11,790,000) shares of
Genesis' Common Stock shall not arise, and shall not be paid,
until all of the following conditions precedent occur:
(i) Genesis has received $100,000 in cash from Erie Holdings for
the purchase of One Million (1,000,000) shares of Genesis'
common stock issued under Rule 504 of Regulation D, and
Genesis has paid that cash toward reducing the $300,000
liability which Genesis owes for consulting and
merger/acquisition services (such payment is further
referenced in Paragraph IV(F) of the original Agreement, and
Paragraph IV(F) is hereby modified according to this
Paragraph VII(B)(5)(i));
(ii) Motor pays the remaining $200,000 liability which Genesis
owes for consulting and merger/acquisition services (i.e.,
that portion of the liability left after the payment
described in VII(B)(5)(i) above);
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(iii)Motor pays the $250,000 liability which Genesis owes for
the repurchase of 600,000 shares of Genesis' preferred
stock; and
(iv) Motor provides to Genesis an opinion letter from a duly
licensed attorney (whose practice is limited primarily to
securities law) that clearly concludes Erie Holdings, Ltd.
is not an "affiliate" of Motor, Genesis, or any other party
to this agreement, as that term is used under the Securities
Act of 1933, as amended, and the Securities Exchange Act of
1934, as amended, as well as the rules and regulations
promulgated thereunder.
(v) Motor provides to Genesis an opinion letter from a duly
licensed attorney (whose practice is limited primarily to
securities law) that clearly concludes that the 1,000,000
shares of Genesis stock issued to Erie Holdings, Ltd. are
exempt from registration under Rule 504 of Regulation D, and
that Genesis does not have a duty to place a restrictive
legend on such stock."
All remaining provisions of the Acquisition Agreement shall remain in
full force and effect as modified by this Addendum #1.
IN WITNESS WHEREOF, the parties have hereto placed their signatures.
GENESIS CAPITAL CORPORATION SELLERS:
OF NEVADA
By: /s/ Xxxxxxxx Xxxxx /s/ Xxxxx X. Xxxxxx
--------------------- -----------------------------------
Name: Xxxxxxxx Xxxxx First Xxxxxx Family Trust, Shareholder,
Title: President Xxxxx X. Xxxxxx, Trustee
MOTOR SPORTS ON DIRT, INC.
By: /s/ Xxxxxx Xxxxxx /s/ Arnon O'Xxxxx
--------------------- -----------------------------------
Name: Xxxxxx Xxxxxx Xxxxx X'Xxxxx
Title: President
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APPENDIX A
ALL OF MOTOR'S SHAREHOLDERS
# OF SHARES OF # OF SHARES
SHAREHOLDER NAME MOTOR OF GENESIS
________________________________________________________________________________
First Xxxxxx Family Trust,
Xxxxx X. Xxxxxx, Trustee 500 5,395,000
--------------------------------------------------------------------------------
Xxxxx X'Xxxxx 500 5,395,000
________________________________________________________________________________
00
XXXXXXXX X
ORIGINAL ACQUISITION AGREEMENT
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