EXHIBIT A

                              Consulting Agreement



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                              CONSULTING AGREEMENT


         THIS  CONSULTING  AGREEMENT ( "Agreement")  is made effective this 19th
day of March 1999,  by and  between  Hudson  Consulting  Group,  Inc.,  a Nevada
corporation  ("Consultant") and Genesis Capital  Corporation of Nevada, a Nevada
corporation (the "Company").

         WHEREAS,  Consultant and Consultant's  personnel are in the business of
assisting  development  stage  companies  through  locating,   evaluating,   and
effecting mergers and acquisitions;

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

         WHEREAS,  the Company desires to retain 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
Consultant agree as follows:

1.       Engagement

         The Company  hereby retains  Consultant,  effective the date hereof and
         continuing until  termination,  as provided  herein,  to (1) assist the
         Company  in  locating   evaluating,   and  effecting  a  merger  and/or
         acquisition;   (2)  provide  general   financial  advice  to  corporate
         management; (3) provide general administrative duties and (4) assist in
         the acquisition of various assets (collectively termed the "Services").
         The Services are to be provided on a "best  efforts" basis directly and
         through Consultant's employees or others employed or retained and under
         the  direction  of  Consultant  ("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.

2.       Term

         This Agreement shall have an initial term of one (1) year (the "Primary
         Term"),  with an effective  date  retroactive to the date services were
         first performed by Consultant, which was on or about September 1, 1998,
         and may be  renewed  at the  Company's  option  by  written  notice  of
         renewal.

3.       Time and Effort of Consultant

         Consultant shall allocate time and  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.  Consultant  has  provided  a
         statement  identifying,  in general,  the tasks it has  performed  from
         September  1, 1998 to March 19,  1999.  The Company has  reviewed  this
         statement and believes the time and effort expended by Consultant to be
         reasonable for the tasks it has completed.  Consultant will continue to
         provide billing statements on a monthly basis or within (7) days of the
         Company's request. These billing

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         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
         Consultant,  neither  Consultant nor  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  act  in  any  subsequent   Asset   Opportunity  or  Business
         Opportunity (as defined  herein)  undertaken by the Company as a result
         of advice provided by Consultant or Consultant's personnel.

4.       Compensation

         The  Company  agrees to pay  Consultant  a fee for the  Services it has
         provided from  September 1, 1998 to March 19, 1999 (the "Initial  Fee")
         in the following  manner: by issuing Four Hundred  Fifty-Five  Thousand
         (455,000)  shares of the Company's common stock issued pursuant to Rule
         504 of Regulation D of the Securities Act of 1933 (the "'33 Act").

5.       Compensation for Other Services

         If  the  Company  after  the  date  hereof  enters  into  a  merger  or
         acquisition, or enters into an agreement for the purchase of assets, as
         a direct or indirect result of Consultant's efforts, the Company agrees
         to pay Consultant a fee in the manner described below.

         If  Consultant  provides  any material  assistance  to the Company in a
         merger,   acquisition  or  asset  purchase  of  an  entity   ("Business
         Opportunity"),  which  assistance  includes  (but  is not  limited  to)
         introducing  the  Business  Opportunity  to the  Company  or helping to
         prepare  documents  used  in  negotiating  such  Business  Opportunity,
         Consultant shall be paid the following amounts ("M&A Fee"):  $33,000 in
         cash;  and a  promissory  note in the  amount of $67,000  (attached  as
         Exhibit "A"),  secured by Six Hundred Seventy Thousand (670,000) shares
         of the Company's common stock issued pursuant to Rule 504 of Regulation
         D of the '33 Act. The $33,000 in cash, the $67,000 promissory note, and
         the  Six  Hundred  Seventy  Thousand  (670,000)  shares  securing  such
         promissory  note  shall  be  delivered  to  Consultant  on the date the
         Company signs a Merger,  Acquisition or Asset Purchase  Agreement.  For
         purposes of  determining  Consultant's  M&A Fee, the  Company's  shares
         shall be valued at $.10 per share.

         If the  Company  acquires  any asset or  obtains  any  payment or other
         benefit, other than a Business Opportunity described above, as a result
         of Consultant's Services (an "Asset  Opportunity"),  the Company agrees
         to pay Consultant 10% of the gross value of such Asset Opportunity. The
         Company will pay  Consultant in cash,  shares of the Company or in like
         kind for each Asset  Opportunity  the  Company  acquires as a result of
         Consultant's efforts  ("Consultant's  Fee"). Such payment shall be made
         on  the  date  the  Company  substantially  completes  the  transaction
         involved with such Asset Opportunity.

         The Initial Fee,  Consultant's Fee, M&A Fee and any other shares issued
         pursuant to this Agreement are in addition to any preferred shares paid
         to Consultant for services rendered.





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6.       Registration of Shares

         Consultant agrees to accept the above-described shares as compensation,
         based on exemptions from  registration  provided by Section 4(2) of the
         '33 Act,  Regulation D of the '33 Act, and applicable  state securities
         laws.  The Company shall have no  obligation  to register  Consultant's
         shares.

7.       Costs and Expenses

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

8.       Place of Services

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

9.       Independent Contractor

         Consultant   and   Consultant's   Personnel  will  act  as  independent
         contractors  in the  performance  of any duties  under this  Agreement.
         Accordingly,  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 Consultant's Personnel, and any and all
         business  license  fees  as may be  required.  This  Agreement  neither
         expressly nor impliedly  creates a relationship of principal and agent,
         or  employer  and  employee,   between  the  Company  and  Consultant's
         Personnel. Neither Consultant nor 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,  each
         Asset Opportunity or Business Opportunity introduced by Consultant, and
         to make all final  decisions  with respect to all  transactions  on any
         Asset Opportunity or Business Opportunity.

10.      Rejected Asset Opportunity or Business Opportunity

         If,  during the term of this  Agreement,  the  Company  makes a written
         election not to proceed to acquire,  participate or invest in any Asset
         Opportunity  or  Business  Opportunity  identified  and/or  selected by
         Consultant,  notwithstanding  the time and expense the Company may have
         incurred reviewing such transaction, such Asset Opportunity or Business
         Opportunity shall re-vest back to and become proprietary to Consultant.
         Consultant  shall  be  entitled  to  acquire  or  broker  the  sale  or
         investment in such rejected Asset  Opportunity or Business  Opportunity
         for its own  account,  or submit  such Asset  Opportunity  or  Business
         Opportunity elsewhere.  In such event,  Consultant shall be entitled to
         any and all  profits  or fees  resulting  from  Consultant's  purchase,
         referral  or  placement  of any  such  rejected  Asset  Opportunity  or
         Business  Opportunity,  or from the  Company's  subsequent  purchase or
         financing  with such  Asset  Opportunity  or  Business  Opportunity  in
         circumvention of Consultant's reasonable expectation to be paid.



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11.      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 Consultant or Consultant's Personnel.

12.      Termination

         The Company and  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,  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
         Consultant's personnel; or,

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

         (B)  By 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 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  appointed  for its  business  or
         assets,  or otherwise becomes insolvent or unable to timely satisfy its
         obligations  in the  ordinary  course of  business,  including  but not
         limited to the  obligation  to pay the Initial Fee, the M&A Fee, or the
         Consultant's Fee; 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,  either herein or subsequent
         hereto, is materially false or misleading.

         If Consultant  terminates this Agreement  without relying on one of the
         conditions  listed in B(i) through (v) above,  or if this  Agreement is
         terminated by mutual written agreement before the Primary Term expires,
         or if the Company  terminates  this Agreement for the reasons set forth
         in A(i) and (ii)  above,  the  Company  shall only pay  Consultant  for
         unreimbursed expenses and for any M&A Fee and/or

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         Consultant's  Fee accrued up to and  including  the  effective  date of
         termination.  If this  Agreement is  terminated  by the Company for any
         other  reason,  or by  Consultant  for the  reasons  set  forth in B(i)
         through (v) above,  the Company shall pay Consultant  for  unreimbursed
         expenses,  for any M&A Fee accrued up to and  including  the  effective
         date of termination,  and for the balance of the  Consultant's  Fee for
         the remainder of the unexpired term of this Agreement.

13.      Indemnification

         Subject to the provisions  herein,  the Company and 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 action of, or the
         breach  of  any  representation,   warranty,  covenant,  condition,  or
         agreement of, the other party to this Agreement.

14.      Remedies

         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.

15.      Miscellaneous

         (A) Subsequent Events.  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 and 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.

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         (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,  when
         deposited in the United  States mails for  transmittal  by certified or
         registered  mail,  postage  prepaid,   when  deposited  with  a  public
         telegraph   company  for   transmittal,   or  when  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 Consultant:

         Hudson Consulting Group, Inc.
         268 West 400 South, Suite 300
         Salt Lake City, Utah 84101
         Telephone: (801) 575-8073
         Facsimile: (801) 575-8092

         or to such other person or address designated in writing by the Company
         or 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. The parties agree that this Agreement was negotiated
         in, and the place of performance is in, and the place of contracting is
         in, the United  States of  America,  State of Utah.  Accordingly,  this
         Agreement  shall be governed  by the laws of the State of Utah,  and of
         the  United  States of  America,  notwithstanding  any  conflict-of-law
         provision to the  contrary.  The parties  further agree that any action
         brought to interpret or enforce any provision of this  Agreement  shall
         be brought exclusively in a court of competent jurisdiction within Salt
         Lake County,  State of Utah.  The parties  mutually  agree to waive the
         operation of any court ruling,  statute, or other provision which would
         allow or require an action to be brought in any other  jurisdiction  or
         to be governed  by any other law than as agreed to herein.  The parties
         make this waiver with full understanding of its effect.

         (I)  Binding  Effect.  This  Agreement  shall be binding 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, have been made by any party.


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         (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
         effective  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.

         (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 the
date above written.

         "Consultant"

         Hudson Consulting Group, Inc.
         a Nevada corporation



         By:                          /s/
         Name: Richard Surber
         Title:   President

         The "Company"
         Genesis Capital Corporation of Nevada
         a Nevada corporation



         By:                          /s/
         Name: Reginald Davis
         Title:    President


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                                    Exhibit A
                                "Promissory Note"
Recourse
$67,000                                                    Dated: March 19, 1999


                             SECURED PROMISSORY NOTE

         FOR VALUE  RECEIVED,  Genesis Capital  Corporation of Nevada  ("Maker")
promises to pay to Hudson Consulting Group,  Inc.  ("Holder"),  or to order, the
principal sum of Sixty-Seven Thousand dollars ($67,000).

1. Payments. The principal amount shall be paid in full WITHIN THREE (3) DAYS of
the  written  demand of Holder  upon the Maker,  but in any event the  principal
amount shall be paid in full no later than June 1, 1999.

2. Interest.  The obligation  shall bear simple  interest at the rate of 12% per
annum,  commencing  on the date this Note is made,  and shall be paid in full on
the date(s) of payment identified in Paragraph 1, above, provided, however, that
the  obligation  shall  bear  interest  at the  rate  of 24%  per  annum  on the
occurrence of a default as set forth in Section 5 below.

3. Type and Place of Payments.  Payments of principal and interest shall be made
in lawful money of the United States of America to the above-named Holder at 268
West 400 South, Suite 300, Salt Lake City, Utah 84101, or to order.

4. Prepayment. Advance payment or payments may be made on the principal, without
penalty or forfeiture.  There shall be no penalty for any prepayment.

5. Default.  Upon the occurrence or during the continuance of any one or more of
the events listed  below,  Holder or the holder of this Note may forthwith or at
any time  thereafter  during the  continuance  of any such  event,  by notice in
writing to the Maker,  declare the unpaid  balance of the principal of this Note
to be immediately  due and payable,  and the principal shall become and shall be
immediately due and payable without  presentation,  demand,  protest,  notice of
protest,  or other notice of dishonor,  all of which are hereby expressly waived
by Maker, with full knowledge of the effect of such waiver. The events deemed as
defaults shall include without limitation the following:

         (a) Maker's  failure to pay the  principal and interest of this Note or
         any portion thereof when the same shall become due and payable (whether
         at maturity as herein expressed, by acceleration,  or otherwise) unless
         cured  within  five (5) days  after  Holder or the  holder of this Note
         delivers to Maker written notice of default;

         (b) Maker's  filing a voluntary  petition  in  bankruptcy;  or filing a
         voluntary  petition  seeking   reorganization;   or  filing  an  answer
         admitting the jurisdiction of the court and any material allegations of
         an involuntary  petition filed pursuant to any act of Congress relating
         to bankruptcy or to any act  purporting  to be amendatory  thereof;  or
         making an assignment for the benefit of its creditors;  or applying for
         or consenting to the appointment of any receiver or trustee for Maker

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         or  all or  any substantial  portion  of its property;  or assigning an
         agent to liquidate any substantial part of Maker's assets;

         (c) The entry of (i) any court  order  pursuant  to any act of Congress
         (or   amendment    thereof)   relating   to   Maker's   bankruptcy   or
         reorganization;  or (ii)  any  court  order  approving  an  involuntary
         petition for the bankruptcy or  reorganization  of the Maker;  or (iii)
         any court order  appointing  any receiver or trustee of or for Maker or
         for all or any substantial portion of the Maker's property; or (iv) any
         writ or warrant of  attachment  or any  similar  process  issued by any
         court against all or any  substantial  portion of the Maker's  property
         (unless  such  court  orders,  writs,  or  warrants  as  identified  in
         subpoints  (i) to (iv) of this  paragraph  are  vacated  or  stayed  or
         released or bonded within 60 days after their entry).

6. Attorneys'  Fees & Construction.  If either party hereto seeks to enforce any
portion of this Note through  litigation  or  arbitration,  then the  prevailing
party  shall be entitled  to recover  reasonable  attorney's  fees,  costs,  and
interest at the maximum legal rate. The parties agree that the interpretation of
any  provision in this  Agreement  shall be governed by the laws of the State of
Utah.  The  parties  further  acknowledge  that  the  terms  of this  Note  were
negotiated  with the Holder in the State of Utah,  that the place of contracting
was in the State of Utah, and that the place for performing  this note is in the
State of Utah. Accordingly,  the parties irrevocably consent to the jurisdiction
of the United States  District Court for the District of Utah and agree to bring
any action solely in that Court.  The parties  expressly  waive the operation of
any court ruling,  statute,  or other provision that would allow or require suit
to be brought in any other  jurisdiction,  with full  knowledge of the effect of
such waiver.

7. Security.  This Note is secured by the pledge of Six Hundred Seventy Thousand
shares of the common  stock of Genesis  Capital  Corporation  of Nevada,  issued
pursuant to Rule 504 of Regulation D under the Securities Act of 1933 and issued
in the name of the Holder.  The shares  shall be held by the Holder  pursuant to
the  Security  Agreement  between the Maker and the Holder dated March 19, 1999.
Any default, or any failure to make payment in full by the due date(s) described
herein,  will  result in the  immediate  and  irrevocable  delivery of the above
identified stock to the Holder.



                                   By        /s/
                                   Name: Reginald L. Davis
                                   Title: President


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