Exhibit 6(vii)
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));
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(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);
(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
OF NEVADA
By: /s/
Name: Xxxxxxxx Xxxxx
Title: President
MOTOR SPORTS ON DIRT, INC.
By: /s/
Name: Xxxxxx Xxxxxx
Title: President
SELLERS:
/s/
First Xxxxxx Family Trust, Shareholder,
Xxxxx X. Xxxxxx, Trustee
/s/
Xxxxx X'Xxxxx
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APPENDIX A
ALL OF MOTOR'S SHAREHOLDERS
# OF SHARES # OF
SHAREHOLDER NAME OF MOTOR SHARES OF
GENESIS
First Xxxxxx Family Trust, 500 5,395,000
Xxxxx X. Xxxxxx, Trustee
Xxxxx X'Xxxxx 500 5,395,000
00
XXXXXXXX X
ORIGINAL ACQUISITION AGREEMENT
[Incorporated by reference to Exhibit 8(iii), below, attached to this
Registration Statement]
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