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/ Reginald Davis             /s/ Sally J. Rogers
         ---------------------         -----------------------------------
         Name:  Reginald Davis         First Walker Family Trust, Shareholder,
         Title:   President            Sally J. Rogers, Trustee


MOTOR SPORTS ON DIRT, INC.


By:      /s/ Donald Walker              /s/ Arnon O'Brian
         ---------------------         -----------------------------------
         Name:  Donald Walker           Arnon O'Brien
         Title:   President





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                                   APPENDIX A
                           ALL OF MOTOR'S SHAREHOLDERS



                                     # OF SHARES OF             # OF SHARES
SHAREHOLDER NAME                         MOTOR                   OF GENESIS
________________________________________________________________________________
First Walker Family Trust,
Sally J. Rogers, Trustee                  500                    5,395,000
--------------------------------------------------------------------------------
Arnon O'Brien                             500                    5,395,000
________________________________________________________________________________




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                                   APPENDIX B
                         ORIGINAL ACQUISITION AGREEMENT



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