Exhibit B


                              CONSULTING AGREEMENT

     THIS CONSULTING AGREEMENT ("Agreement") is made effective as of the 1st day
CONSULTING  AGREEMENT of October  1999 (the  "Effective  Date"),  by and between
Henry W.  Simon,  Jr. (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


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         the  Consultant,  which  as 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 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.

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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
         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,


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     (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

          (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.

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12.      Miscellaneous

     (A)  Subsequent Events. The Consultant and the Company each agree to 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 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:

                           Henry W. Simon, Jr.
                           Simon, Warner & Doby, L.L.P.


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                           301 Commerce Street, Suite 1700
                           Fort Worth, Texas  76102
                           Telephone: (817) 810-5250
                           Facsimile: (817) 810-5255

                  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.

          (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.

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                                 THE CONSULTANT

                                           /s/ Henry W. Simon, Jr.
                                          -----------------------
                                            HENRY W. SIMON, JR.



                                          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.   Assist with settlement of a lawsuit  involving  Biorelease  Corporation and
     Genesis Capital Corporation of Nevada.

2.   Assist with  resolution  of disputes  over the  Company's  preferred  stock
     registered in the name of Larry Austin.

3.   Assist with resolution of a dispute over the Company's preferred stock with
     Sureco Limited.

4.   Performed legal services and drafting of legal documents in relation to the
     Acquisition  Agreement  between Genesis  Capital  Corporation of Nevada and
     Power  Exploration,  Inc.  relating to the sale of a Genesis  subsidiary to
     Power Exploration, Inc.

5.   Negotiations  with holders of Genesis preferred stock represented by Gerald
     Schevy, Esq. (Negotiations have begun and are still ongoing.)










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