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                                                                     Exhibit 4.2

                  AMENDMENT OF MEDIA BUYING AGREEMENT


         This  Amendment  of Media Buying  Agreement  made as of the 18th day of
November,  2003  between  Genio  Group,  Inc.,  a  Delaware  corporation,   with
headquarters  located at 1120 Avenue of the Americas,  Suite 4020, New York, New
York 10036 (the "Company"), and CB Associates, LLC, a Delaware limited liability
company with principal  offices  located at 25 Broad Street,  #3I, New York, New
York 10004 ("CBA").

                                    WITNESSETH

         WHEREAS, Genio and CBA entered into that certain Media Buying Agreement
dated as of October 24, 2003 (the "Agreement") and the parties wish to amend the
Agreement upon the terms set forth herein.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  Genio and CBA hereby
agree as follows:

         1. All  defined  terms not  otherwise  defined  herein  shall  have the
meanings ascribed to them in the Agreement.

         2.  Section  2(a)(ii) of the  Agreement  is hereby  amended as follows:
200,000  shares of Genio common stock to be registered  with the  Securities and
Exchange  Commission  ("SEC")  on a Form S-8  Registration  Statement  and to be
issued in accordance  with paragraph 3 below and issued to the CBA designees set
forth on Schedule "A."

         3. Section  2(d) of the  Agreement  is hereby  amended as follows:  (d)
Genio shall  register the 200,000  shares  referred to in Paragraph 2 above in a
registration  statement  on Form S-8 (the "S-8  Registration  Statement")  to be
filed with the SEC.  The S-8  Registrable  Securities  shall vest at the rate of
100,000  shares of Genio  common  stock on or before  the fifth day of the first
Term Month and 50,000 shares of Genio common stock on or before the fifth day of
the  second  and third  Term Month and shall be  delivered  in  accordance  with
Schedule A.

         4. In the  event of any  inconsistency  between  any of the  terms  and
conditions of this Amendment of Media Buying  Agreement and the  Agreement,  the
terms and conditions of this Amendment of Media Buying  Agreement  shall prevail
and control. Except as amended by this Amendment of Media Buying Agreement,  the
Agreement and all its terms and conditions are in full force and effect.

         5.  This  Amendment  of  Media  Buying  Agreement  may be  executed  in
counterparts, each of which shall be deemed an original.


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         IN WITNESS WHEREOF, the parties have caused this Amendment of Media
Buying Agreement to be duly executed by their respective  officers or principals
thereunto duly authorized as of the day and year first above written.

                                  GENIO GROUP, INC.

                                  By: /s/ Shai Bar-Lavi
                                      ---------------------------------
                                  Name:  Shai Bar-Lavi
                                  Title: CEO and Chairman

                                  CB ASSOCIATES, LLC

                                  By:  /s/ Andrew Brown
                                       --------------------------------
                                  Name: Andrew Brown
                                  Title: Member



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                                   SCHEDULE A


1st Traunch -  100,000

Andrew Brown      -  45,000
Darryl Cohen      -  45,000
Grant Cohen       -  10,000
                    -------
                    100,000


2nd Traunch -  50,000

Andrew Brown      -  22,500
Darryl Cohen      -  22,500
Grant Cohen       -   5,000
                   --------
                     50,000


3rd Traunch -  50,000

Andrew Brown      -  22,500
Darryl Cohen      -  22,500
Grant Cohen       -   5,000
                   --------
                     50,000



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