<PAGE>

                                                                     Exhibit 4.1

                             MEDIA BUYING AGREEMENT

         This Media  Buying  Agreement  made as of the 24th day of October  2003
between Genio Group, Inc., a Delaware corporation with principal offices located
at 1120 Avenue of the Americas,  Suite 4020, New York, New York 10036 ("Genio"),
and CB  Associates,  LLC, a Delaware  limited  liability  company with principal
offices located at 25 Broad Street, #3I, New York, New York 10004 ("CBA").

                              W I T N E S S E T H:

         WHEREAS, Genio is a consumer products company that, among other things,
manufactures and sells Genio Cards(TM),  an educational  collectible  childrens'
card series (the "Genio Cards"); and

         WHEREAS, CBA is an experienced media buying firm and Genio and CBA wish
to provide for CBA to buy time on cable channels to advertise Genio Cards on the
terms set forth herein.

         NOW,  THEREFORE,  in  consideration  of the premises and other good and
valuable   consideration,   the  receipt  and   adequacy  of  which  are  hereby
acknowledged,  and intending to be legally bound,  Genio and CBA hereby agree as
follows:

         1. CBA Services.  (a) CBA shall buy media time for the  advertising  of
Genio Cards on major cable channels such as Nickelodeon,  Cartoon  Network,  and
Disney  throughout  the United  States of America  (the  "Cable  Stations")  for
multiple thirty-second commercials (the "Genio Commercials") throughout the Term
(as defined herein).  CBA shall place Genio Commercials on the Cable Stations in
sufficient  time  slots  that  have an  aggregate  advertising  retail  value of
approximately  $2,000,000 (the "Thirty-Day Time Buy") for each thirty-day period
of the Term (each a "Term Month"), and an aggregate value of at least $6,000,000
retail advertising value (the "Minimum Term Time Buy") during the Term.

         (b) CBA has  provided  Genio  with the  attached  Annex A,  which is an
analysis of the Cable  Stations that are going to run Genio  Commercials  during
the Term of this Agreement, along with the retail advertising value of the Genio
Commercials to be placed by CBA over the Term.

         (c) The placing of the  Thirty-Day  Time Buys and the Minimum Term Time
Buy shall be the sole  responsibility of CBA, which shall be solely  responsible
for payment of the advertising time slots for the Genio  Commercials,  and Genio
shall have no  responsibility of any kind, other than pursuant to Section 2, for
payment of any such advertising time slots for the Genio Commercials.

         (d) CBA shall also provide  editorial  services in editing a commercial
previously  prepared by Genio for  purposes of making it suitable for use in the
Genio  Commercials.  Genio  shall pay the cost of all  studio  time and  related
out-of-pocket expenses in connection with such editorial services.

         (e) CBA shall also provide public relations services during the Term in
promoting the Genio Cards working in conjunction with public  relations  efforts
directed by Genio. All of the services set forth above for CBA shall be referred
to  herein  collectively  as the  "Services".  The costs  for  public  relations
services provided by CBA will be billed to Genio separately and shall not exceed
$5,000 per month (excluding  expenses) billed at the rate of $100 per hour, plus
all out-of-pocket expenses.





<PAGE>

         2. CBA Compensation.  Upon execution of this Agreement, Genio shall pay
and deliver the following:

         (a) to CBA:

                (i) the sum of $12,500;

                (ii)  100,000  restricted  shares of Genio  common  stock in two
                certificates of 50,000 shares each (the "Restricted Shares");

                (iii) 2-year  warrants ("A Warrants") to purchase  33,333 shares
                of Genio  common  stock at an exercise  price of $5.00 per share
                ("A Warrant Shares"); and

                (iv) 2-year warrants ("B Warrants") to purchase 33,333 shares of
                Genio common  stock at an exercise  price of $6.00 per share ("B
                Warrant Shares").

         (b) to John R.  D'Angelo,  Esq., as attorney  escrow agent (the "Escrow
Agent"), to be held pursuant to the Joint Escrow Instructions attached hereto an
Annex B,: 200,000 shares of Genio common stock (the "Additional  Genio Shares"),
and two warrant  agreements each representing  33,333 A Warrant Shares,  and two
warrant agreements each representing 33,333 B Warrant Shares, which shall all be
issued in the name of CBA and  delivered  into  escrow in the form of four stock
certificates,  each in the amount of 50,000 shares of Genio common stock and the
four   above-referenced   warrant   agreements   (collectively,   the  "Escrowed
Securities").

         (c) Unless this Agreement is otherwise terminated as provided below, on
or prior to the first day of the second  Term Month and on or prior to the first
day of each  subsequent  Term Month,  (A) Genio shall deliver to CBA or effect a
wire transfer of immediately available funds as follows:

                  (i) any  amount  then due and  payable  by Genio  pursuant  to
Section 1(d) that has not then been paid; and

                  (ii) any  amount  then due and  payable by Genio  pursuant  to
                Section 1(e) that has not then been paid,  provided that so long
                as Genio has paid CBA the sum of $12,500 upon  execution of this
                Agreement, any unpaid amount shall only be for any unpaid studio
                time and out-of-pocket expenses; and

(B) the Escrow Agent shall deliver to CBA:

(i) two  certificates  evidencing  a total of  100,000 of the  Additional  Genio
Shares;

                  (ii) A Warrants to purchase 33,333 A Warrant Shares; and

                  (iii) B Warrants to purchase 33,333 B Warrant Shares

         (d) Genio shall include 50,000 of the Restricted Shares plus 100,000 of
the Additional Genio Shares (the "S-8 Registrable Securities") in a registration
statement on Form S-8 (the "S-8  Registration  Statement")  to be filed with the
Securities and Exchange Commission ("SEC"). The S-8 Registrable Securities shall
vest at the rate of 50,000  shares of Genio  common stock on or before the fifth
day of each Term Month.


                                       2
<PAGE>

         (e) Genio shall include the remaining 150,000  Additional Genio Shares,
the A Warrant Shares  issuable upon exercise of the A Warrants and the B Warrant
Shares  issuable  upon  exercise  of the B  Warrants  (collectively,  the  "SB-2
Registrable  Securities")  in a  registration  statement on Form SB-2 (the "SB-2
Registration  Statement") to be filed with the SEC. Genio shall pay all expenses
to register the S-8 Registrable  Securities and SB-2 Registrable Securities with
the SEC and with each applicable state securities commission.  If an underwriter
requires  a  reduction  in the  amount  of  Genio  Stock  included  in the  SB-2
Registration  Statement,  then the  percentage  of SB-2  Registrable  Securities
included in such SB-2 Registration Statement shall be equal to the percentage of
the  selling  shareholder  with the  highest  percentage  of  shares  originally
included in such SB-2 Registration  Statement.  Any SB-2 Registrable  Securities
not  included  in the  SB-2  Registration  Statement  shall be  included  in any
subsequent registration statement filed by Genio with the SEC.

         (f) In the  event  that  Genio  fails  to  file  the  S-8  Registration
Statement or the S-8  Registration  Statement  shall not become  effective on or
before  November  20,  2003,  Genio  shall pay the  total sum not to exceed  Two
Hundred  Thousand  Dollars  ($200,000) to CBA on or before November 25, 2003 for
reimbursement  to CBA of media time purchased by CBA during the first Thirty-Day
Time  Buy,  provided  that CBA  shall  simultaneously  return  to  Genio  50,000
Restricted  Shares,   which  are  the  first  tranche  of  the  S-8  Registrable
Securities, which shall be cancelled.

         (g) Genio shall have the right to cancel the Agreement  after the first
Thirty-Day Time Buy by providing  notice of  cancellation  ten days prior to the
expiration of the first Term Month to CBA in which case it shall have no further
obligations to CBA. Such notice of cancellation  shall be in the form annexed as
exhibit A to the Joint Escrow  Instructions.  In such event, CBA shall return to
Genio  50,000  Restricted  Shares,  which  are  the  first  tranche  of the  S-8
Registrable  Securities  which shall be cancelled,  if Genio shall have made the
payment to CBA set forth in  subsection  (f) above or if Genio has not made such
payment but shall have timely  registered the S-8  Registrable  Securities,  CBA
shall  retain  the  Restricted  Shares  and in either  case all of the  Escrowed
Securities  shall be  released  by the  Escrow  Agent to  Genio  which  Escrowed
Securities  shall be  cancelled.  In the event  that  Genio  does not cancel the
Agreement,  but Genio has made the cash  payment  set  forth in  subsection  (f)
above, the Agreement shall remain in full force and effect, except to the extent
that CBA shall return to Genio  50,000  Restricted  Shares,  which are the first
tranche of the S-8 Registrable Securities, which shall be cancelled.

         (h) In the  event  that  Genio  fails  to  file  the  S-8  Registration
Statement or such S-8  Registration  Statement shall not become  effective on or
before  December  20,  2003,  Genio  shall pay the  total sum not to exceed  Two
Hundred  Thousand  Dollars  ($200,000) to CBA on or before December 25, 2003 for
reimbursement  to CBA of media time  purchased by CBA for the second  Thirty-Day
Time Buy,  provided that the Escrow Agent shall  simultaneously  return to Genio
50,000 of the Additional  Genio Shares,  which are the second tranche of the S-8
Registrable Securities, which shall be cancelled.

         (i) In the  event  that  Genio  fails  to  file  the  S-8  Registration
Statement or such S-8  Registration  Statement shall not become  effective on or
before January 20, 2003, Genio shall pay the total sum not to exceed Two Hundred
Thousand  Dollars   ($200,000)  to  CBA  on  or  before  January  25,  2003  for
reimbursement  to CBA of media time purchased by CBA during the third Thirty-Day
Time Buy,  provided that the Escrow Agent shall  simultaneously  return to Genio
50,000 of the  Additional  Genio Shares,  which are the third tranche of the S-8
Registrable Securities, which shall be cancelled.

         (j) In the  event  that  Genio  fails  to file  the  SB-2  Registration
Statement with the SEC on or before  December 15, 2003, CBA shall be entitled to
liquidated  damages in the amount of an additional  33,333 of the A Warrants and
33,333 of the B  Warrants  in  addition  to the A  Warrants  and the B  Warrants
provided in Section 2 above for each thirty day period beyond  December 15, 2003
that Genio fails to file such SB-2 Registration Statement with the SEC.


                                       3
<PAGE>

         3. Term: (a) The term of this  Agreement  shall commence on the date of
this  Agreement  and end on the  same  day of the  month in  January  2004  (the
"Scheduled  Term").  The Scheduled Term shall be subject to early termination in
the event of (i) an uncured material breach following twenty days' prior written
notice that describes such material breach in reasonable  detail,  including but
not limited to, (x) the failure by CBA to provide to Genio any  Thirty-Day  Time
Buy of  Genio  Commercials,  (y)  the  failure  by  Genio  to pay for any of the
Services in a timely  manner as provided in Section 2 or (z) either CBA or Genio
becomes  insolvent or fails to pay its debts and  obligations on a current basis
or shall make an assignment for the benefit of creditors or becomes  involved in
a  receivership,  bankruptcy,  liquidation or other  insolvency or debtor relief
proceedings on a voluntary or involuntary basis of the company.

         (b)  Notwithstanding  the foregoing:  (i) Genio shall have the right to
cancel this  Agreement at any time following the first Term Month by providing a
notice of  cancellation  ten (10) days prior to the expiration of the first Term
Month,  in  which  case  Genio  shall  have no  further  obligation  of any kind
whatsoever to CBA,  except for the payment of compensation  payable  pursuant to
Section  2(a) or Section 2(b) only with respect to the first Term Month and each
subsequent Term Month or portion thereof  commencing  prior to the giving by CBA
of such written notice.

         4.  Non-compete:  during the Term, CBA shall not render services in any
media  buying  capacity for any direct  competitor  of Genio and Genio shall not
retain the services or any other media buyer.

         5.  Indemnity:  Each  party  shall  fully  indemnify  the other for all
claims,  liabilities,  damages,  losses,  costs  and  expenses  of  any  nature,
including but not limited to, reasonable attorneys' fees, judgments, settlement,
fines and penalties that are incurred by the counter-party  arising out of or in
connection with the performance of each party's obligations under this Agreement
unless the claim or alleged claim  resulted from the willful  misconduct,  gross
negligence or fraud of the party claiming indemnification.

         6.  Governing Law: This  Agreement and any disputes  arising  hereunder
shall be governed  by and  construed  according  to the laws of the State of New
York, excluding the application of its choice of law rules, and jurisdiction for
any such  dispute  shall be  exclusively  held in the courts of the  federal and
state courts of New York located in the County of New York.

         7. Notice: Any notices required hereunder shall be in writing, shall be
sent by either certified mail, return receipt requested, personal delivery or by
established  overnight  delivery  service and  delivered  to either party at its
address  first set forth  above or such  other  address  as either  party  shall
provide  to the  other  party by  providing  notice  thereof.  All  notices  and
communications will be deemed to have been duly given: (a) at the time delivered
by hand, if personally delivered;  (b) three business days after being deposited
in the mail, postage prepaid, if mailed, when receipt  acknowledged;  and (c) on
the next business day if timely  delivered to a courier  guaranteeing  overnight
delivery.

         8.  Secrecy  and  Nondisclosure:  CBA and Genio  each agree to treat as
secret and  confidential  all of the  information  regarding the business of the
other  and its  affiliates  and  subsidiaries,  including  but not  limited  to,
information  regarding  operations,  systems,  technology,  services,  know-how,
supplier  lists,  customer  lists,  customer  accounts,  financial  information,
costing data,  and  marketing  plans,  to the extent not generally  known in the
marketing industry or not otherwise disclosed to the public.

         9.  Independent  Contractor:  CBA and Genio are not  engaged in a joint
venture or like arrangement, and CBA is an independent contractor to Genio.


                                       4
<PAGE>

         10. Work  Product:  CBA hereby  assigns and  transfers  all his rights,
title and  interest  in any  developments,  know-how,  discoveries,  inventions,
improvements,   concepts,  ideas,  writings,  formulae,  processes  and  methods
(whether  copyrightable,  patentable or otherwise)  made,  received,  conceived,
acquired  or  written  by  CBA  during  the  rendering  of  the  Services  which
constitutes  work-for-hire  and  expressly  waives  any  moral  rights or "droit
morale" in connection therewith.

         11. Entire Agreement;  Amendments. This Agreement represents the entire
understanding  of the parties and  supersedes all prior  agreements  between the
parties,  whether  written or oral,  with  respect to the subject  matter of the
Agreement. This Agreement may be amended, or waived only by a written instrument
signed by both parties to this Agreement.

         12.  Assignment  and Benefits of Agreement.  This  Agreement may not be
assigned by either party without the written consent of the other party,  except
that in the event of any sale or similar  transaction  involving a party and any
third party or parties, the consent of the other party shall not be unreasonably
withheld or delayed. Nothing in this Agreement,  express or implied, is intended
to confer upon any person other than the parties  hereto,  and their  respective
successors and assigns, any rights under or by reason of this Agreement.

         13.  Execution in Counterparts  and Fax. This Agreement may be executed
in counterparts,  each of which, when executed and delivered, shall be deemed to
be an  original  and all of which  together  shall  constitute  one and the same
document.  This  Agreement  may also be executed via  facsimile,  which shall be
deemed an original.

IN WITNESS  WHEREOF,  the parties have duly executed this Media Buying Agreement
as of the date 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


                                       5
<PAGE>
                                     Annex A
                                       To
                             Media Buying Agreement

                            10/27/03 through 1/30/04
                             :30 second local spots


<TABLE>
<CAPTION>
Cable                      :hh univ         units       Nat'l        Nat'l       Nat'l        Total
Channels                    (000)            (3k)       Equiv     Rate ($)     Total ($)      Cost
--------                   ------            ----       -----     --------     ---------     --------
<S>                        <C>              <C>           <C>         <C>         <C>         <C>
Animation                  42,137           1.36m         453         412         187k        20,260
Discovery                  57,934           1.27m         425         1,007       428k        42,175
Family                     55,704           1.74m         580         587         340k        45,220
Lifetime                   57,793           950k          316         2,201       696k        74,540
Nickolodeon                57,291           870k          290         3,767       1.1m       109,750
Sci Fi                     41,174           1.6m          535         715         383k        31,870
TBS                        56,626           1.1m          366         1,643       601k        69,075
TLC                        52,096           1.37m         456         1,000       456k        61,890
TNT                        57,829           1.04m         346         1,967       680k        66,685
Cartoon                    46,392           1.04m         346         2,304       797k        65,470
USA                        57,888           1.04m         346         1,600       554k        54,730

                                                                       TOTALS     6.2mm     $642,000
                                                                                  =====     ========
</TABLE>


                                       6
<PAGE>

                                     Annex B
                                       To
                             Media Buying Agreement


                            JOINT ESCROW INSTRUCTIONS

Dated as of the date of the Media Buying Agreement
Dated as of October 24, 2003 between Genio Group, Inc. and
CB Associates, LLC, to Which These Joint Escrow
Instructions Are Attached


Dear John D'Angelo, Esq.:

         These Joint Escrow Instructions are attached as Annex B to that certain
Media Buying Agreement (the "Agreement") between Genio Group, Inc. ("Genio") and
CB Associates,  L.L.C. ("CBA").  Capitalized terms used herein and not otherwise
defined  herein shall have the  respective  meanings  provided in the Agreement.
Pursuant to the terms of the Agreement,  Genio is issuing: (i) 200,000 shares of
its Common Stock (the  "Common  Stock")  registered  in the name of CBA (in four
certificates  of  50,000   each);(ii)  "),  and  two  warrant   agreements  each
representing  33,333 A Warrant  Shares,  and (iii) two warrant  agreements  each
representing 33,333 B Warrant Shares , to be held in escrow pursuant hereto.

         As escrow agent for both Genio and CBA,  John R.  D'Angelo,  Esq.  (the
"Escrow  Agent") is hereby  authorized  and  directed  to hold the  certificates
evidencing  the  Common  Stock and the  warrant  agreements  representing  the A
Warrant  Shares and the B Warrant  Shares (the "Escrow  Property")  delivered to
Escrow  Agent  pursuant to the terms of the  Agreement  in  accordance  with the
following instructions:

         1. On the date hereof,  Genio is  depositing  the Escrow  Property with
Escrow Agent.

         2. On the first day of the second and third Term Month during the Term,
Escrow Agent shall  deliver to CBA two  certificates  evidencing an aggregate of
100,000  shares of Common  Stock and a warrant  agreement  to  acquire  33,333 A
Warrant  Shares  and a warrant  agreement  to acquire  33,333 B Warrant  Shares,
except as otherwise provided in Section 2 of the Agreement.

         3. Upon  exercise of any A Warrants,  Escrow Agent shall deliver to CBA
the A Warrant  Shares  issuable upon such  exercise,  shall receive the exercise
price from CBA and shall  deliver to Genio,  without any  guaranty of payment or
collection or any other  representation  or warranty of any kind,  the aggregate
exercise price so received.

         4, Upon  exercise of any B Warrants,  Escrow Agent shall deliver to CBA
the B Warrant  Shares  issuable upon such  exercise,  shall receive the exercise
price from CBA and shall  deliver to Genio,  without any  guaranty of payment or
collection or any other  representation  or warranty of any kind,  the aggregate
exercise price so received.

         5. If the Term shall be terminated early, Escrow Agent shall deliver to
Genio any remaining Escrow Property except such number of A Warrant Shares and B
Warrant  Shares as shall be  issuable  upon  exercise  of any A  Warrants  and B
Warrants then  outstanding.  Provided that the Escrow Agent receives a notice of
cancellation  from  Genio in the form  annexed  hereto as  Exhibit A in a timely
manner as  provided  for in Section  2(g),  the Escrow  Agent shall not have any
discretion  and shall  return  those  securities  which  are part of the  Escrow
Property to Genio as specifically provided for in Section 2(g).


                                       7
<PAGE>

         6. Escrow Agent's duties hereunder may be altered, amended, modified or
revoked only by a writing signed by the party to be charged therewith.

         7. Escrow Agent shall be  obligated  only for the  performance  of such
duties as are  specifically set forth herein and may rely and shall be protected
in relying or refraining  from acting on any instrument  reasonably  believed by
Escrow  Agent to be genuine and to have been signed or  presented  by the proper
party or parties. Escrow Agent shall not be personally liable for any act Escrow
Agent may do or omit to do hereunder as Escrow Agent while acting in good faith,
and any act done or omitted  by Escrow  Agent  pursuant  to the advice of Escrow
Agent's attorneys-at-law shall be conclusive evidence of such good faith.

         8. Escrow Agent is hereby expressly authorized to disregard any and all
warnings  given  by  any  of the  parties  hereto  or by  any  other  person  or
corporation,  excepting  only  orders or  process of courts of law and is hereby
expressly authorized to comply with and obey orders, judgments or decrees of any
court.  In case Escrow Agent obeys or complies with any such order,  judgment or
decree,  Escrow Agent shall not be liable to any of the parties hereto or to any
other person,  firm or corporation  by reason of such decree being  subsequently
reversed,  modified,  annulled, set aside, vacated or found to have been entered
without jurisdiction.

         9.  Escrow  Agent  shall not be liable in any respect on account of the
identity,  authorities  or rights of the  parties  executing  or  delivering  or
purporting  to execute or  deliver  the  Agreement  or any  documents  or papers
deposited or called for hereunder or thereunder.

         10.  Escrow  Agent shall be  entitled to employ such legal  counsel and
other experts as Escrow Agent may deem necessary to advise Escrow Agent properly
in connection with Escrow Agent's duties hereunder,  may rely upon the advice of
such counsel, and may pay such counsel reasonable compensation therefor.  Escrow
Agent has acted as legal  counsel  for  Genio and may  continue  to act as legal
counsel for Genio, from time to time, notwithstanding its duties as Escrow Agent
hereunder. CBA consents to Escrow Agent acting in such capacity as legal counsel
for Genio and waives any claim that such representation represents a conflict of
interest  on the part of Escrow  Agent.  CBA  understands  that Genio and Escrow
Agent are relying  explicitly on the foregoing  provision in entering into these
Joint Escrow Instructions.

         11. Escrow Agent's  responsibilities  as escrow agent  hereunder  shall
terminate if the Escrow  Agent shall resign by written  notice to Genio and CBA.
In the event of any such  resignation,  Genio and CBA shall  appoint a successor
Escrow Agent.

         12. If Escrow Agent reasonably requires other or further instruments in
connection  with these  Joint  Escrow  Instructions  or  obligations  in respect
hereto, the necessary parties hereto shall join in furnishing such instruments.

         13. It is  understood  and agreed that  should any  dispute  arise with
respect to the delivery  and/or  ownership or right of  possession of the Escrow
Property held by Escrow Agent hereunder, Escrow Agent is authorized and directed
in Escrow Agent's sole  discretion  (i) to retain in Escrow  Agent's  possession
without  liability to anyone all or any part of the Escrow  Property  until such
disputes  shall have been  settled  either by mutual  written  agreement  of the
parties  concerned  or by a final  order,  decree  or  judgment  of a  court  of
competent  jurisdiction  after the time for appeal has expired and no appeal has
been perfected,  but Escrow Agent shall be under no duty whatsoever to institute
or defend any such  proceedings  or (ii) to deliver the Escrow  Property held by
Escrow Agent  hereunder to a state or federal  court  having  competent  subject
matter  jurisdiction and located in the State and City of New York in accordance
with the applicable procedure therefor.


                                       8
<PAGE>

         14. Genio and CBA agree  jointly and  severally  to indemnify  and hold
harmless Escrow Agent from any and all claims, liabilities, costs or expenses in
any way arising  from or relating to the duties or  performance  of Escrow Agent
hereunder  other than any such claim,  liability,  cost or expense to the extent
the same shall (i) have been  determined  by final,  unappealable  judgment of a
court of competent  jurisdiction  to have resulted from the gross  negligence or
willful misconduct of Escrow Agent.

         15.  Any  notice  or  other  communication  hereunder  must be given in
writing and either (i) delivered in person,  (ii) transmitted by  telefacsimile,
provided that any notice so given is also mailed as provided in clause (iii), or
(iii) mailed, postage prepaid, as follows:

                  If to CBA, to:
                  CB Associates, LLC
                  25 Broad Street, #3I,
                  New York, New York 10004
                  Attention:  Andrew Brown
                  Phone:  646-414-1151
                  Facsimile No.:  509-757-4801

                  With a copy to:
                  Peter B. Hirshfield, Esq.
                  1035 Park Avenue, # 7B
                  New York, New York 10028-0912
                  Facsimile No.:  (646) 349-1665

                  If Genio, to:
                  Genio Group, Inc.
                  1120 Avenue of the Americas
                  New York, New York 10036
                  Attention:  Shai Bar-Lavi
                  Facsimile No.: (212) 626-6703

                  With a copy to:
                  Arnold Kling, Esq.
                  c/o Adelphia Holdings , LLC
                  545 Madison Avenue, 6th Floor
                  New York, New York 10022
                  Facsimile No: (212) 755-6660

                  If to Escrow Agent, to:

                  John R. D'Angelo, Esq.
                  c/o Adelphia Holdings, LLC
                  545 Madison Avenue, 6th Floor
                  New York, New York 10022
                  Facsimile No: (212) 755-6660


                                       9
<PAGE>

or to such other  address or to such other  person as any party  shall have last
designated  by such  notice to the  other  parties.  Each  such  notice or other
communication  shall be  effective  (A) if given by mail,  three days after such
communication  is  deposited  in the mails with  first  class  postage  prepaid,
addressed as  aforesaid,  (B) if given by  facsimile,  when  transmitted  to the
applicable number so specified in (or pursuant to) this Section 15 provided that
appropriate  confirmation  of  receipt  is  generated  by  the  facsimile  and a
duplicate copy is mailed,  postage prepaid,  or (C) if given by any other means,
when actually delivered at such address.

         16. By signing these Joint Escrow Instructions,  Escrow Agent becomes a
party  hereto only for the purpose of these Joint  Escrow  Instructions;  Escrow
Agent  does not  become  a party to the  Agreement.  Genio  and CBA have  become
parties  hereto by their  execution  and  delivery of the  Agreement as provided
therein.

         17. This  Agreement  shall be binding  upon and inure to the benefit of
the parties hereto,  and their respective  successors and permitted  assigns and
shall be governed by the laws of the State of New York without  giving effect to
principles  governing the conflicts of laws. A facsimile  transmission  of these
instructions  signed  by the  Escrow  Agent  shall be legal and  binding  on all
parties hereto.

         18. The  parties  hereto  hereby  waive a trial by jury in any  action,
proceeding or  counterclaim  brought by either of the parties hereto against the
other in respect of any matter arising out of or in connection  with these Joint
Escrow Instructions.

         19. The rights and  obligations  of any party hereto are not assignable
without the written  consent of the other  parties  hereto.  These Joint  Escrow
Instructions constitute the entire agreement amongst the parties with respect to
the subject matter hereof.


ACCEPTED BY ESCROW AGENT:

John R. D'Angelo, Esq.


/s/ John R. D'Angelo
----------------------------
Date: October 24, 2003



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<PAGE>



                                    EXHIBIT A


                         FORM OF NOTICE OF CANCELLATION


                                                                         [Date ]

CB Associates, LLC
Attn:  Andrew Brown
25 Broad Street, #3I
New York, New York 10004

Peter B. Hirshfield, Esq.
1035 Park Avenue, # 7B
New York, New York 10028-0912

John R. D'Angelo, Esq., as Escrow Agent
c/o Adelphia Holdings, LLC
545 Madison Avenue, 6th Floor
New York, New York 10022

Dear CB Associates, LLC and John R. D'Angelo, Esq.:


         Notice of cancellation is hereby given by Genio Group,  Inc. to each of
the  above-listed  parties in accordance with Section 2(g) of that certain Media
Buying Agreement dated as of October 24, 2003,  between Genio Group, Inc. and CB
Associates,  LLC (the "Agreement),  hereby canceling the Agreement.  All defined
terms set forth herein not otherwise defined shall have the meanings ascribed to
them in the Agreement, including the Joint Escrow Instructions. Notice is hereby
given  to the  Escrow  Agent to  return  to Genio  those  items of the  Escrowed
Property as specifically set forth in Section 2(g) of the Agreement.


                                                     Very truly yours,




                                                     Genio Group, Inc.

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