Exhibit A

                              CONSULTING AGREEMENT

         THIS CONSULTING AGREEMENT ("Agreement") is made effective as of the 1st
day of October 1999 (the  "Effective  Date"),  by and between  Ronald W. Welborn
(the  "Consultant")  and  Genesis  Capital   Corporation  of  Nevada,  a  Nevada
corporation (the "Company").

         WHEREAS,  the  Consultant  also provides  general  financial  advice to
corporate   management   and   performs   general   administrative   duties  for
publicly-held and other companies; and

         WHEREAS,  the Company  desires to retain the  Consultant  to advise and
assist it, on the terms and conditions set forth below.

         NOW, THEREFORE, in consideration of the mutual promises,  covenants and
agreements contained herein, and for other good and valuable consideration,  the
receipt and  sufficiency  of which is hereby  acknowledged,  the Company and the
Consultant agree as follows:

1.       Engagement

         The Company hereby retains the Consultant,  from the Effective Date and
         continuing until  termination,  as provided  herein,  to (a) assist the
         Company in compromising and settling litigation in which the Company is
         a defendant, (b) resolve the claims of unpaid creditors of the Company,
         and (c) otherwise provide financial services  (collectively  termed the
         "Services").  The  Services  shall  include  without  limitation  those
         services  described  on Exhibit A. The Services are to be provided on a
         "best efforts" basis directly and through the Consultant's employees or
         others  employed or retained and under the direction of the  Consultant
         (the "Consultant's  Personnel");  provided,  however, that the Services
         are expressly agreed to exclude all legal advice,  accounting  services
         or  other  services  which  require  licenses  or  certification;   and
         provided,  further,  that,  in no  event,  shall the  Services  include
         services (a) in connection  with the offer or the sale of securities of
         the issuer in a capital-raising transaction, (b) directly or indirectly
         promoting or maintaining a market for the Company's securities,  or (c)
         for the  principal  purpose of taking a private  company  public by its
         merger into or with the Company or its subsidiary.

2.       Term

         This Agreement shall have an initial term (the "Primary Term"), with an
         effective date retroactive to the date services were first performed by
         the  Consultant,  which was on or about the Effective  Date, and ending
         March 24, 2000.  This Agreement may be renewed by the mutual consent of
         the parties.

3.       Time and Effort of the Consultant

         The Consultant shall allocate time and the Consultant's personnel as it
         deems necessary to provide the Services.  The particular amount of time
         may vary from day to day or week to week. The Consultant  has  provided
         a statement  identifying,  in general, the tasks  it has performed from
         the Effective  Date to March 17,  2000.  The Company has reviewed  this
         statement and believes the time and effort expended by  the  Consultant
         to be reasonable for the tasks it has  completed.  The  Consultant will

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          continue to provide  billing  statements  on a monthly basis or within
          (7) days of the Company's  request.  These billing statements shall be
          conclusive   evidence   that  the   Services   have  been   performed.
          Additionally,  in the absence of willful  misfeasance,  bad faith,  or
          reckless  disregard  for the  obligations  or duties  hereunder by the
          Consultant,  neither the  Consultant  nor the  Consultant's  Personnel
          shall be liable to the Company or any of its  shareholders for any act
          or omission in the course of or connected with rendering the Services,
          including  but not  limited  to losses  that may be  sustained  in any
          corporate  action  undertaken  by the  Company  as a result  of advice
          provided by the Consultant or the Consultant's Personnel.

4.       Compensation

         The Company  agrees to pay the Consultant a fee for the Services he has
         provided  under this  Agreement by issuing to  Consultant  five hundred
         eighty thousand  (580,000)  shares of the Company's  common stock after
         April 14,  2000 but before May 31,  2000.  All shares of the  Company's
         common stock issued to the Consultant are deemed to be validly  issued,
         fully paid and  non-assessable.  Of the shares to be issued, a total of
         three  hundred  fifty  thousand  (350,000)  shares  shall be issued and
         registered on Form S-8 filed under Section 5 of the  Securities  Act of
         1933. This registration statement shall be made effective no later than
         May 31, 2000.  The  remaining  two hundred  thirty  thousand  (230,000)
         shares  shall  be  issued   simultaneously   with  the  filing  of  the
         registration  statement  on Form S-8 with the  Securities  and Exchange
         Commission.  The  shares not  registered  shall be issued  pursuant  to
         Section 4(2) of the Securities Act of 1933, and the share  certificates
         representing  these shares shall bear customary legends indicating that
         these shares are "restricted securities" as defined in SEC Rule 144(a).
         The Consultant  represents and warrants that he is acquiring the shares
         not  registered  for  investment  purposes and not with a view to their
         distribution.

5.       Costs and Expenses

         All third-party and  out-of-pocket  expenses incurred by the Consultant
         in the  performance  of the Services  shall be paid by the Company,  or
         shall be reimbursed if paid by the Consultant on behalf of the Company,
         within ten (10) days of receipt  of written  notice by the  Consultant,
         provided  that the Company must approve in advance all such expenses in
         excess of $500 per month.

6.       Place of Services

         The Services  provided by the Consultant or the Consultant's  Personnel
         will be  performed  at the  Consultant's  offices  except as  otherwise
         mutually agreed in writing by the Consultant and the Company.

7.       Independent Contractor

         The Consultant and the  Consultant's  Personnel will act as independent
         contractors  in the  performance  of any duties  under this  Agreement.
         Accordingly, the Consultant will be responsible for paying all federal,
         state,  and local  taxes on  compensation  paid under  this  Agreement,
         including income and social security taxes, unemployment insurance, and
         any other taxes due relative to the Consultant's Personnel, and any and
         all business  license fees as may be required.  This Agreement  neither


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          expressly nor otherwise creates a relationship of principal and agent,
          or employer  and  employee,  between the Company and the  Consultant's
          Personnel.  Neither the Consultant nor the Consultant's  Personnel are
          authorized to enter into any agreements on behalf of the Company.  The
          Company  expressly   retains  the  right  to  approve,   in  its  sole
          discretion,  all  action  related  to  the  Services  provided  by the
          Consultant.

8.       No Agency Express or Implied

         This   Agreement   creates   neither   a    principal-agent    nor   an
         employer-employee relationship,  either express or implied, between the
         Company and either the Consultant or the Consultant's Personnel.

9.       Termination

         The Company and the Consultant may terminate this Agreement  before the
         Primary Term expires,  on thirty (30) days written notice,  with mutual
         written consent.  Absent mutual consent,  and without  prejudice to any
         other remedy to which the  terminating  party may be  entitled,  either
         party may terminate this Agreement with thirty (30) days written notice
         under the following conditions:

         (A) By the Company.
             --------------
               (i) If during the Primary Term of this Agreement,  the Consultant
               is unable to provide the  Services as set forth herein for thirty
               (30) consecutive business days because of illness,  accident,  or
               other incapacity of the Consultant's Personnel; or,

               (ii) If the Consultant  willfully breaches o grossly neglects the
               duties required to be performed hereunder; or,

         (B) By the Consultant.
              -----------------

               (i) If the Company  breaches this  Agreement or fails to make any
               payment or provide any information required hereunder; or

               (ii) If the Company  ceases  business  or, other than in a merger
               arranged by the  Consultant,  sells a  controlling  interest to a
               third  party,  or agrees to a  consolidation  or merger of itself
               with  or  into  another  corporation,   or  enters  into  such  a
               transaction  outside  of the  scope of this  Agreement,  or sells
               substantially all of its assets to another corporation, entity or
               individual outside the scope of this Agreement; or

               (iii) If the Company has a receiver  appointe for its business or
               assets,  or  otherwise  becomes  insolvent  or  unable  to timely
               satisfy its obligations in the ordinary course of business, or

               (iv) If the Company  institutes or has instituted  against it any
               bankruptcy proceeding, files a petition in a court of bankruptcy,
               is adjudicated a bankrupt,  or makes a general assignment for the
               benefit of creditors; or



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               (v) If any disclosure  made by the Company in connection with the
               issuance  of its common  stock as  provided  in Section 4 of this
               Agreement, is materially false or misleading.

10.      Indemnification

         Subject to the provisions  herein, the Company and the Consultant agree
         to indemnify and defend each other, and hold each other harmless,  from
         and against all demands, claims, actions, losses, damages, liabilities,
         costs and expenses,  including without limitation interest,  penalties,
         attorneys' fees and expenses, asserted against, imposed on, or incurred
         by either party by reason of or resulting from any unlawful  action of,
         or a  misrepresentation  contained  in this  Agreement,  breach  of any
         covenant or agreement herein, by the other party to this Agreement.

11.      Remedies

         The  Consultant  and the  Company  acknowledge  that in the  event of a
         breach  of this  Agreement  by either  party,  money  damages  would be
         inadequate,  and the non-breaching  party would have no adequate remedy
         at law.  Accordingly,  in the event of any  controversy  concerning the
         rights or obligations under this Agreement,  such rights or obligations
         shall be  enforceable  in a court of  equity  by a decree  of  specific
         performance.   Such   remedy,   however,   shall  be   cumulative   and
         non-exclusive and shall be in addition to any other remedy to which the
         parties may be entitled.

12.      Miscellaneous

          (A)  Subsequent  Events. The Consultant and the Company each agree to0
               notify  the  other  party  if,  subsequent  to the  date  of this
               Agreement, either party incurs obligations which could compromise
               its efforts and obligations under this Agreement.

          (B)  Amendment.  This Agreement may be amended or modified at any time
               and in any manner only by an  instrument  in writing  executed by
               the parties hereto.

          (C)  Further Actions and Assurances. At any time an from time to time,
               each party agrees,  at its or their expense,  to take actions and
               to execute and deliver  documents as may be reasonably  necessary
               to effectuate the purposes of this Agreement.

          (D)  Waiver. Any failure of any party to this Agreement to comply with
               any of its obligations,  agreements,  or conditions hereunder may
               be waived in  writing  by the  party to whom such  compliance  is
               owed.  The failure of any party to this  Agreement  to enforce at
               any time any of the provisions of this Agreement  shall in no way
               be construed to be a waiver of any such  provision or a waiver of
               the right of such party thereafter to enforce each and every such
               provision. No waiver of any breach of or non-compliance with this
               Agreement shall be held to be a waiver of any other or subsequent
               breach or non-compliance.

          (E)  Assignment.  Neither this  Agreement  nor any right created by it
               shall be  assignable  by either party  without the prior  written
               consent of the other.

          (F)  Notices. Any notice or other communication  required or permitted
               by this  Agreement  must be in writing  and shall be deemed to be
               properly given when delivered in person


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               to an officer of the other  party,  or on the first  business day
               after (a) deposited in the United States mails for transmittal by
               certified or registered mail, return receipt  requested,  postage
               prepaid,  (b) deposited  with an overnight  courier  service with
               shipping  charges billed to the sender,  or (c) sent by facsimile
               transmission, provided that the communication is addressed:

                       (i) In the case of the Company:
                           Genesis Capital Corporation of Nevada
                           11701 South Freeway
                           Burleson, Texas  76028
                           Telephone: (817) 293-9334
                           Facsimile: (817) 293-9336

                       (ii) In the case of The Consultant:
                           Ronald W. Welborn
                           11701 South Freeway
                           Burleson, Texas  76028
                           Telephone: (817) 293-9334
                           Facsimile: (817) 293-9336

                  or to such other  person or address  designated  in writing by
                  the Company or the Consultant to receive notice.

          (G)  Headings.  The  headings  in  this  Agreement  are  inserted  for
               convenience  only and shall not affect in any way the  meaning or
               interpretation of this Agreement.

          (H)  Governing  Law.  This  Agreement  was  negotiated  and  is  being
               contracted  for in the United States of America,  State of Texas,
               and shall be governed by the laws of the State of Texas,  and the
               United  States of America,  notwithstanding  any  conflict-of-law
               provision to the contrary.

          (I)  Binding  Effect.  This  Agreement  shall be bindin on the parties
               hereto and inure to the benefit of the parties,  their respective
               heirs, administrators, executors, successors, and assigns.

          (J)  Entire  Agreement.  This Agreement  contains the entire agreement
               between  the  parties  hereto  and  supersedes  any and all prior
               agreements,  arrangements,  or understandings between the parties
               relating  to the  subject  matter  of  this  Agreement.  No  oral
               understandings,  statements, promises, or inducements contrary to
               the  terms  of  this   Agreement   exist.   No   representations,
               warranties,  covenants, or conditions,  express or implied, other
               than as set forth herein, hav been made by any party.

          K)   Severability. If any part of this Agreement is deemed to be void,
               illegal,  or  unenforceable,  the balance of the Agreement  shall
               remain in full force and effect.


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          (L)  Counterparts.  A facsimile,  telecopy,  or other  reproduction of
               this  Agreement  may be  executed  simultaneously  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,
               by one or more  parties  hereto,  and such  executed  copy may be
               delivered  by  facsimile  or  similar  instantaneous   electronic
               transmission  device  pursuant  to which the  signature  of or on
               behalf of such party can be seen. In this event,  such  execution
               and delivery shall be considered valid,  binding and effectiv for
               all  purposes.  At the request of any party  hereto,  all parties
               agree to execute an  original  of this  Agreement  as well as any
               facsimile, telecopy or other reproduction hereof.

13.       (M) Time is of the Essence.  Time is of the  essence of this Agreement
               and of each and every provision hereof.

                  IN WITNESS  WHEREOF,  the parties have executed this Agreement
on this 24th day of March 2000, but effective as of the Effective Date.

                                 THE CONSULTANT

                              /s/Ronald W. Welborn
                             ------------------------
                               RONALD W. WELBORN



                               COMPANY
                               GENESIS CAPITAL CORPORATION OF NEVADA,
                               a Nevada corporation


                               By:  /s/Jerry Conditt
                               -------------------------
                               Jerry Conditt, Vice President

               [Note:  This  agreement was  re-executed in April 2000 to reflect
               adjustment to the consideration.]







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                                    EXHIBIT A

                     Additional Description of the Services

1.   Settlement of a lawsuit involving Biorelease Corporation and the Company.

2.   Resolution of disputes between the Company and Crestline Financial relating
     to the shares of the Company's  preferred  stock  registered in the name of
     Crestline.

3.   Resolution  of  similar   disputes  over  the  Company's   preferred  stock
     registered in the names of Larry Austin.

4.   Resolution  of a dispute  over the  Company's  preferred  stock with Sureco
     Limited.

5.   Negotiation  of  Acquisition   Agreement  between  the  Company  and  Power
     Exploration,  Inc.  relating to the sale of a Genesis  subsidiary  to Power
     Exploration, Inc.






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