THE  SECURITIES  OFFERED  HEREBY  HAVE  NOT  BEEN  REGISTERED  PURSUANT  TO  THE
SECURITIES  ACT OF 1933,  AS  AMENDED,  OR ANY STATE  SECURITIES  LAW,  AND SUCH
SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE SAME
ARE  REGISTERED  AND QUALIFIED IN  ACCORDANCE  WITH THE  SECURITIES  ACT AND ANY
APPLICABLE  STATE  SECURITIES  LAWS, OR AN EXEMPTION FROM SUCH  REGISTRATION AND
QUALIFICATION IS AVAILABLE.

                             NOTE PURCHASE AGREEMENT

     This NOTE PURCHASE  AGREEMENT (this  "Agreement") is entered into as of the
11th day of August 2000,  between  Ultimate  Holdings,  Ltd., a Bermuda  limited
company (the "Lender"), and GenesisIntermedia.com,  Inc., a Delaware corporation
(the "Company").

     WHEREAS the Company would like to borrow from the Lender up to US$5,000,000
for use in connection with the Company's business;  and the Lender is willing to
lend up to  US$5,000,000  to the Company,  on the terms and conditions set forth
herein.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants  and  agreements   contained  herein,  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending  to be legally  bound  hereby,  the  parties  hereto  hereby  agree as
follows:

     Section 1 ISSUANCE OF NOTE.

     Section 1.1 Authorization.  The Company has duly authorized the issuance to
the Lender of a Promissory  Note, in the maximum  aggregate  principal amount of
Five Million United States Dollars (US$5,000,000) (the "Note") payable on August
11, 2005.

     Section  1.2  Purchase  and  Sale  of  the  Note.   In  reliance  upon  the
representations   of  the   Company   contained   in  Section  1.6  and  of  the
representations of the Lender contained in Section 1.7, and subject to the terms
and conditions set forth herein,  the Company shall issue to the Lender the Note
and the Lender  shall lend to the Company at the Closings (as defined in Section
1.4) up to the maximum aggregate  principal amount of Five Million United States
Dollars (US$5,000,000) (the "Maximum Loan Commitment Amount").

     Section 1.3 Form of Note and  Warrant.  The Note shall  mature,  shall bear
interest,  shall be payable  and shall be  otherwise  as provided in the form of
Note  attached  hereto as Exhibit A. The Amended  Warrant  (as defined  below in
Section 3.2) shall be for the term,  shall be  exercisable at the exercise price
and shall be  otherwise  as provided in the form of warrant  attached  hereto as
Exhibit B.



<PAGE>

     Section  1.4 The  Closings.  The initial  closing of the loan  transactions
contemplated hereby (the "Initial Closing") shall be held at 12:00 noon, Pacific
Time on the next  business day after the date hereof or such other date and time
as  the  parties  hereto  may  mutually  agree  (the  "Initial  Closing  Date").
Subsequent  closings  ("Subsequent  Closings"  and  together  with  the  Initial
Closing,  the  "Closings")  shall take place at 12:00 p.m.  Pacific  Time on the
second business day following the date the Company shall deliver to the Lender a
Borrowing  Certificate in the form attached hereto ("Subsequent Closing Dates"),
provided that such borrowing request, together with all prior borrowing requests
that have been funded,  does not exceed the Maximum Loan Commitment  Amount. The
Closings shall take place at the principal  executive offices of the Company, in
Van Nuys,  California  or at such  other  place or in such  other  manner as the
parties hereto may mutually agree. These amounts advanced by the Lender pursuant
to such borrowing requests are referred to as the "Loans."

     Section  1.5 General  Payment  Provisions.  (a) The Company  will make each
payment  when due under the Note or this  Agreement  not later than 12:00  noon,
Pacific Time, on the date such payment becomes due and payable,  in lawful money
of the United States of America, without set-off, deduction or counterclaim, and
in  immediately  available  funds  sent by wire  transfer  to the  Lender at the
address to be provided by the Lender.  Any payment  received by the Lender after
such time shall be deemed to have been made on the next following  business day.
Should any such  payment  become due and  payable on a day other than a business
day,  the maturity of such payment  shall be the next  business  day. Any amount
received by the Lender,  whether as an interest  payment,  principal  payment or
principal  prepayment  from or on behalf of the  Company,  shall be  applied  as
follows in descending order of priority:  (i) to all previously  invoiced costs,
fees and expenses of the Lender (including  reasonable attorneys' fees) incurred
in  connection  with this  Agreement or in enforcing any  obligations  of, or in
collecting any payments from, any obligor hereunder;  (ii) to interest which has
accrued on past due payments under the Note; (iii) to interest that is currently
due and  payable  under the Note;  (iv) to payment of  principal  under the Note
currently due and payable;  (v) to the payment of past due  principal  under the
Note; and (vi) to the prepayment of principal due under the Note.

     (b) Other than the tender of cash equal to such amount of the Maximum  Loan
Commitment Amount as in determined by the parties to be tendered at the Closings
pursuant to the terms of this Agreement,  which tenders are subject to the terms
and  conditions  hereof,  and  regardless of whether the Company has repaid such
amounts in whole or in part,  the Lender will have no  obligation  whatsoever to
lend, advance or otherwise pay any other monies to or on behalf of the Company.

     Section 1.6 Representations, Warranties and Covenants of the Company.

     The Company  makes the  following  representations  and  warranties  to the
Lender  as the date  hereof,  the  Closing  Date and the date of any  subsequent
disbursement of funds.

     (a) The Company is duly  organized,  validly  existing and in good standing
under  the laws of its state of  formation  and is duly  qualified  as a foreign
corporation in each jurisdiction in which the character of its properties or the
nature  of its  business  requires  such  qualification.  The  Company  has  all
requisite  power to transact the business it transacts and proposes to transact,
to execute and deliver  this  Agreement,  the Note and all other  documents  and
agreements contemplated hereby and thereby, and to perform the provisions hereof
and thereof and to consummate the transactions contemplated hereby and thereby.

                                       2
<PAGE>

     (b) The execution, delivery and performance of this Agreement, the Note and
all  other  documents  and  agreements  contemplated  hereby  or  thereby  to be
executed,  delivered and performed by the Company,  and the  consummation of the
transactions  contemplated  hereby or  thereby,  have been duly  authorized  and
approved by the Company.  This  Agreement,  the Note and all other documents and
agreements  contemplated  hereby or thereby to be executed and  delivered by the
Company have been duly authorized,  executed and delivered by, and are the valid
and  binding  obligations  of the  Company,  enforceable  against the Company in
accordance   with  their  terms,   except  as  may  be  limited  by  bankruptcy,
reorganization,  insolvency,  moratorium  or other  similar  laws or by legal or
equitable principles relating to or limiting creditors' rights generally.

     (c) Except as set forth in  Schedule  1.6(c)  hereto,  the  Company  has no
knowledge of any fact that materially  adversely affects, or could reasonably be
expected to materially  adversely affect, the business,  prospects,  properties,
assets,  operations or financial condition of the Company, or the ability of the
Company to perform its obligations under this Agreement or the Note.

     (d) The consummation of the transactions contemplated by this Agreement and
the Note, and the  performance of the terms and provisions of this Agreement and
the Note,  will not (i)  contravene,  result in any breach of, or  constitute  a
default  under  any  indenture,  mortgage,  deed of  trust,  bank loan or credit
agreement,  corporate charter, by-laws or other material agreement or instrument
to which the Company is a party or by which the Company or any of its properties
is  bound,  (ii)  conflict  with or  result  in a  breach  of any of the  terms,
conditions  or  provisions  of any order of any court,  arbitrator  or  federal,
state, municipal or other governmental  department,  commission,  board, bureau,
agency or  instrumentality,  domestic  or foreign  (collectively,  "Governmental
Person")  applicable to the Company or (iii)  violate any material  provision of
any statute or other rule or regulation of any Governmental Person applicable to
the Company.

     (e) No consent,  approval or authorization  of, or registration,  filing or
declaration  with,  any person or entity is required  for the  transfer or valid
delivery  of the  Securities  or for  the  performance  by the  Company  of this
Agreement or the Note, other than the filings,  registrations or  qualifications
under  securities  laws or that  may be  required  to be  made  or  obtained  in
connection with the offer,  transfer,  sale or delivery of the Securities or any
interest therein.

     (f) Neither  the Company nor anyone  acting on its behalf has taken or will
take any action that would  require  the offer,  issuance or sale of the Note or
any interest or  participation  therein to be registered  under Section 5 of the
Securities Act of 1933, as amended.

     (g) No part of the proceeds of the loans  hereunder will be used,  directly
or  indirectly,  for the purpose of buying or carrying any "margin stock" within
the meaning of  Regulation U of the Board of  Governors  of the Federal  Reserve
System (12 CFR part 221), or for the purpose of buying or carrying or trading in
any securities under such circumstances as to involve the Company in a violation
of  Regulation  X of said  Board (12 CFR part 224) or to  involve  any broker or
dealer in a  violation  of  Regulation  T of said Board (12 CFR part  220).  The
assets of the Company do not include any margin stock,  and the Company does not
have any present intention of acquiring any margin stock.

                                       3
<PAGE>

     (h) The Company is not an investment  company subject to registration under
the Investment Company Act of 1940, as amended.

     (i)  Except  as  described  in  the  Company's  documents  filed  with  the
Securities and Exchange Commission,  there are no material (i) actions, suits or
legal, equitable,  arbitrative or administrative  proceedings pending, or to the
knowledge  of the  Company,  threatened  against the Company or (ii)  judgments,
injunctions,  writs,  rulings or orders by any  Governmental  Person against the
Company or its directors or officers.

     Section 1.7 Representations and Warranties of the Lender.

     The Lender represents, warrants and covenants to the Company as of the date
hereof, the Closing Date, the date of any subsequent  disbursement of funds, and
the date of any transfer or exercise of the Securities:

     (a) The  Lender  has all  requisite  power  to  execute  and  deliver  this
Agreement and any other related  documents and to perform the provisions  hereof
and thereof and to consummate the transactions contemplated hereby and thereby.

     (b) The execution, delivery and performance of this Agreement and any other
related documents and the consummation of the transactions  contemplated  hereby
or thereby, have been duly authorized and approved by the Lender. This Agreement
has been  duly  authorized,  executed  and  delivered  by,  and is the valid and
binding obligation of, the Lender  enforceable  against the Lender in accordance
with  its  terms,   except  as  may  be  limited   by   applicable   bankruptcy,
reorganization,  insolvency,  moratorium  or other  similar  laws or by legal or
equitable principles relating to or limiting creditors' rights generally.

     (c) The Lender is an "accredited investor" within the meaning of Regulation
D under the Securities Act, and is acquiring the Note for investment for its own
account,  and not  with a view to  distribution  subject,  nevertheless,  to any
requirement  of law that the  disposition  of its property shall at all times be
within its control. If the Lender is an entity funded for the purposes of making
the loans evidenced by the Note, the Lender further represents and warrants that
each  of its  constituents  is an  accredited  investor.  The  Lender  has  such
knowledge and experience in financial and business matters that it is capable of
evaluating the merits and risks of purchasing the Note. The Lender is aware that
it may be required to bear the economic risk of the loans  evidenced by the Note
for an  indefinite  period,  and it is able to bear such risk for an  indefinite
period.  The Lender  acknowledges  (i) that the Note being acquired by it is not
being  registered under the Securities Act on the grounds that (A) the Note does
not constitute a security  subject to registration  under the Securities Act, or
(B) the issuance of the Note is exempt from  registration  under Section 4(2) of
the Securities Act as not involving any public offering, or (C) such issuance is
exempt from registration under Regulation D and (ii) that the Company's reliance
on such  exemptions  is predicated  in part on the  representations  made to the
Company by the Lender in this Section 1.7.

     Section 2 CONDITIONS TO  OBLIGATIONS  OF THE LENDER.  The obligation of the
Lender to advance any funds on any Closing Date or on the date of any  scheduled
subsequent  disbursement  of funds  shall be subject to the  satisfaction  on or
before such Closing Date of the conditions hereinafter set forth:

                                       4
<PAGE>

     Section 2.1 Proceedings Satisfactory.  All proceedings taken on or prior to
such date in  connection  with the making of such loan and the  issuance  of the
Note  and the  consummation  of the  transactions  contemplated  hereby  and all
documents  and  papers  relating  thereto  shall  be  satisfactory  in form  and
substance to the Lender and its counsel.

     Section 2.2 Representations True. All representations and warranties of the
Company  contained herein shall be true and correct in all respects on and as of
such date with the same effect as though such representations and warranties had
been made on and as of such date and the  Company  shall have  performed  in all
respects  all  agreements  on its  part  required  to be  performed  under  this
Agreement on or prior to such date.

     Section 2.3 The Loan by the Lender  Permitted by Applicable  Laws. The loan
by the  Lender  to the  Company  and the  issuance  of the Note (i) shall not be
prohibited  by  any  applicable  law  or   governmental   regulation,   release,
interpretation  or  opinion,  (ii) shall not  subject  the Lender to any penalty
under or pursuant to any applicable law or  governmental  regulation,  and (iii)
shall be permitted by the laws and regulations of the jurisdictions to which the
Lender is subject.

     Section 2.4  Execution  and  Delivery of  Documents.  The Lender shall have
received the  following,  duly  executed and delivered and in form and substance
satisfactory to the Lender and its counsel:

     a) this Agreement;

     b) the Note in the form of Exhibit A hereto; and

     c) such other  documents  and  information  as the  Lender  may  reasonably
request in connection herewith.

The foregoing documents are referenced to herein as the "Basic Documents."

     Section 3 COVENANTS.

     Section 3.1  Covenants of the  Company.  The Company  covenants  and agrees
that:

     (a) Corporate Existence. The Company will do or cause to be done all things
necessary to preserve and keep in full force and effect its corporate  existence
in accordance with the rights  (charter and statutory),  licenses and franchises
of the Company;  provided,  however,  that the foregoing  shall not restrict any
merger  involving  the  Company,  as  long  as  the  Company  is  the  surviving
corporation.

                                       5
<PAGE>


     (b) Taxes. The Company will pay prior to delinquency all taxes, assessments
and  governmental  levies  that may be  imposed  upon  the  Company,  except  as
contested in good faith and by appropriate proceedings.

     (c) Compliance  with Laws. The Company will comply in all respects with all
applicable  laws,  statutes  and  regulations  of  any  Governmental  Person,  a
violation  of which  would  have a  material  adverse  effect  on the  financial
condition, operations, business, profits, prospects or properties of the Company
or the validity or  enforceability  of this Agreement or the Note, or any of the
transactions contemplated hereby or thereby.

     (d) Payment of the Note. The Company will pay the principal of and interest
on the Note on the dates and in the manner  provided in such instrument and this
Agreement.  The obligation of the Company described in the preceding sentence is
absolute and unconditional,  irrespective of any tax or accounting  treatment of
such obligation including without limitation any documentary stamp, transfer, ad
valorem or other taxes  assessed by any  jurisdiction  in  connection  with this
transaction.

     (e) Payment of Expenses. In the event the transactions contemplated by this
Agreement  are  consummated,  the Company  will  promptly  pay to the Lender all
reasonable  costs  and  out-of-pocket  expenses  of  Lender,  including  without
limitation  its  reasonable  attorneys'  fees,  incurred in connection  with the
negotiation, preparation, execution and delivery of this Agreement and the Note,
and defense or enforcement costs related thereto.

     (f) Stay,  Extension and Usury Laws.  The Company  agrees (to the extent it
may  lawfully do so) that it will not at any time insist  upon,  plead or in any
manner  whatsoever  claim or take  the  benefit  or  advantage  of,  any stay or
extension  law or any usury law or other law that would  prohibit or forgive the
Company  from paying all or a portion of the  principal  of, or interest on, the
Note as contemplated herein, wherever enacted, now or at any time hereinafter in
force,  or that may materially  affect the covenants or the  performance of this
Agreement in any manner inconsistent with the provisions of this Agreement.  The
Company expressly waives all benefit or advantage of any such law. If a court of
competent  jurisdiction  prescribes that the Company may not waive its rights to
take the benefit or advantage  of any stay or extension  law or any usury law or
other law in  accordance  with the prior  sentence,  then the  obligation to pay
interest on the Note will be reduced to the maximum legal limit under applicable
law governing the interest  payable in connection  with the Note, and any amount
of interest  paid by the Company that is deemed  illegal shall be deemed to have
been a prepayment of principal on the Note.

     (g)  Limitation on  Activities.  The Company will not, and shall not permit
any of its 50% or greater  owned  subsidiaries  to,  engage in any  business  or
investment  activities  other than those necessary for,  incident to,  connected
with or arising out of the  Company's  principal  activities  in the  marketing,
multimedia and internet industries.

                                       6
<PAGE>
     (h) Limitations on Transactions with Affiliates.  The Company will not make
any  payment  to or  investment  in, or enter  into any  transaction  with,  any
Affiliate,  including  without  limitation  the  purchase,  sale or  exchange of
property or the rendering of any service,  except transactions entered into with
Affiliates (a) prior to the date hereof,  (b) contemplated under this Agreement,
(c)  in  the  ordinary   course  of  business,   (d)  on  terms  and  conditions
substantially similar to those that the Company would have received in an "arm's
length"  transaction  with a  third  party  and  (e)  related  to the  Company's
principal activities. For purposes of this Agreement, "Affiliate" shall mean any
other person  controlling  or  controlled  by or under common  control with such
specified person. For the purposes of this definition,  "control" when used with
respect to any  specified  person means the power to direct the  management  and
policies of such person,  directly or indirectly,  whether through the ownership
of voting securities,  by contract or otherwise; and the terms "controlling" and
"controlled" shall have meanings correlative to the foregoing.

     (i)  Subordinated  Indebtedness.  The Company  will not  purchase,  redeem,
retire or  otherwise  acquire  for value,  or set apart any money for a sinking,
defeasance or other analogous fund for, the purchase, redemption,  retirement or
other  acquisition  of,  or make any  voluntary  payment  or  prepayment  of the
principal  of or  interest  on, or any other  amount  owing in  respect  of, any
Subordinated Indebtedness,  except for regularly scheduled (but not accelerated)
payments of principal and interest in respect of such Subordinated  Indebtedness
required pursuant to the instruments evidencing such Subordinated  Indebtedness;
provided,  however,  that no payment of principal or interest  made  pursuant to
acceleration of any Indebtedness or made with respect to Indebtedness  that does
not  amortize  principal  evenly  over the  terms of the  Indebtedness  shall be
permitted   hereby.   For  purposes  of  this   paragraph   (i),   "Subordinated
Indebtedness"  means, other Indebtedness (a) for which the Company and/or any of
its subsidiaries is directly, primarily, contingently or otherwise obligated and
(ii) which has not,  by its terms,  been made  expressly  senior or prior to the
obligations  of the  Company  under this  Agreement  on terms,  and  pursuant to
documentation   containing  other  terms  (including   interest,   amortization,
covenants and events of default),  in form and substance to which the Lender has
consented in writing. For purposes of this paragraph (i),  "Indebtedness" means,
for any  person  (without  duplication):  (a)  obligations  created,  issued  or
incurred by such person for borrowed  money  (whether by loan,  the issuance and
sale of debt  securities or the sale of property to another person subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
from such person);  (b) obligations of such person to pay the deferred  purchase
or acquisition price of property or services,  other than trade accounts payable
(other than for borrowed money) arising,  and accrued expenses incurred,  in the
ordinary course of business; (c) Indebtedness of others secured by a lien on the
property of such person,  whether or not the respective  indebtedness so secured
has been assumed by such person;  (d)  obligations  of such person in respect of
letters of credit or similar  instruments  issued or accepted by banks and other
financial  institutions  for the  account  of such  person;  (e)  capital  lease
obligations of such person;  and (f)  Indebtedness of others  guaranteed by such
person.

     (j) Maintenance of Properties.The Company will maintain,  preserve, protect
and keep its  properties in good repair,  working order and condition  (ordinary
wear and tear and  obsolescence or consideration  excepted),  and make necessary
and proper repairs, renewals and replacements so that its business carried on in
connection therewith may be properly conducted at all times consistent with past
practices of the Company.

                                       7
<PAGE>

     Section 3.2 Amendment of Warrant.  In consideration of the loans made or to
be made by the Lender under the Note Purchase  Agreements  dated as of April 28,
2000 and June 16, 2000,  the Company  agreed to amend the warrant,  2-UH,  dated
November  25,  1999,  previously  issued  by  the  Company  to the  Lender  (the
"Warrant")  to delete  therefrom  the  provisions  that make  such  Warrant  not
exercisable  until 61 days  following  the date  notice  of  Lender's  intent to
exercise is given.  Such amendment  became  effective on June 30, 2000 and, from
and after  such date until  expiration  of the  Warrant,  the  Warrant  shall be
exercisable  by the Lender  without such  restriction.  Upon  entering into this
Agreement  the  Company  agreed to issue a new  amended  warrant  which shall be
identical to the Warrant except for the  aforementioned  amendment (the "Amended
Warrant"), as more fully set forth below.

     At the  Initial  Closing,  the Company  shall  issue the  Amended  Warrant,
numbered  August-UH,  of even date herewith,  in the amount of 700,000 shares of
common stock of the Company and which shall be exercisable  immediately.  At the
Initial Closing, or as soon thereafter as practicable, and prior to the delivery
of the Amended  Warrant by the Company,  Lender shall cancel and  surrender  the
original  executed  Warrant to the Company and upon  surrender of the Warrant by
Lender, the Company shall deliver the Amended Warrant.

     Section 4. EVENTS OF DEFAULT; REMEDIES

     Section 4.1 Events of Default Defined;  Acceleration of Maturity. If any of
the following  events  ("Events of Default")  shall occur and be continuing (for
any reason  whatsoever  and whether it shall be voluntary or  involuntary  or by
operation of law or otherwise):

     (a) Default  shall be made in the payment of the  principal of, or interest
on,  the Note when and as the same  shall  become  due and  payable,  whether at
stated maturity,  by acceleration,  upon demand, upon a mandatory prepayment due
date, or otherwise;

     (b) Default shall be made in the performance or observance of any covenant,
agreement or condition  contained  herein or in the Note, and such default shall
have continued for a period of fifteen (15) business days;

     (c) The Company  shall (i) apply for or consent to the  appointment  of, or
the taking of  possession  by, a receiver,  custodian,  trustee or liquidator of
itself or of all or a  substantial  part of its  property  and  assets,  (ii) be
generally unable to pay its debts as such debts become due, (iii) make a general
assignment  for the benefit of its  creditors,  (iv)  commence a voluntary  case
under the United States  Bankruptcy Code or similar law or regulation (as now or
hereafter in effect), (v) file a petition seeking to take advantage of any other
law providing for the relief of debtors,  (vi) fail to controvert in a timely or
appropriate manner, or acquiesce in writing to, any petition filed against it in
an involuntary case under such Bankruptcy Code or other law or regulation, (vii)
dissolve, (viii) take any corporate action under any applicable law analogous to
any of the  foregoing,  or (ix) take any  corporate  action  for the  purpose of
effecting any of the foregoing;

     (d) A proceeding or case shall be  commenced,  without the  application  or
consent of the Company in any court of competent  jurisdiction,  seeking (i) the
liquidation,   reorganization,   dissolution,   winding  up  or  composition  or
readjustment  of  its  debts,  (ii)  the  appointment  of a  trustee,  receiver,
custodian,  liquidator or the like of it or for all or any  substantial  part of
its assets,  or (iii)  similar  relief in respect of the Company,  under any law
providing for the relief of debtors,  and such proceeding or case shall continue
undismissed,  or unstayed and in effect,  for a period of sixty (60) days; or an
order for relief shall be entered in an involuntary case under the United States
Bankruptcy  Code or other  similar law or  regulation,  against the Company;  or
action under the laws of any jurisdiction affecting the Company analogous to any
of the foregoing  shall be taken with respect to the Company and shall  continue
unstayed and in effect for any period of sixty (60) days;

                                       8
<PAGE>

     (e) Final judgment for the payment of money shall be rendered by a court of
competent  jurisdiction  against the Company and the Company shall not discharge
the same or provide for its discharge in accordance with its terms, or procure a
stay of execution  thereof within sixty (60) days from the date of entry thereof
and within said period of sixty (60) days,  or such longer  period  during which
execution of such judgment  shall have been stayed,  appeal  therefrom and cause
the  execution  thereof  to be stayed  during  such  appeal,  and such  judgment
together with all other such judgments shall exceed in the aggregate US$500,000;
or

     (f) Any representation or warranty made by the Company in this Agreement or
in any instrument  delivered  hereunder or pursuant hereto or in connection with
any provision  hereof shall be false or incorrect in any material  respect as of
the date on which it was made or is deemed to have been made;

then (x) upon the occurrence of any Event of Default described in subsection (c)
or (d) the  unpaid  principal  amount of the Note,  together  with the  interest
accrued  thereon and all other amounts payable by the Company  hereunder,  shall
automatically become immediately due and payable,  without presentment,  demand,
protest or other  requirements  of any kind,  all of which are hereby  expressly
waived by the Company or (y) upon the  occurrence of any other Event of Default,
the Lender may, by notice to the Company, declare the unpaid principal amount of
the Note to be, and the same shall forthwith become,  due and payable,  together
with the interest  accrued  thereon and all other amounts payable by the Company
hereunder.

     Section  4.2 Suits for  Enforcement.  If any Event of  Default  shall  have
occurred  and be  continuing,  the Lender may proceed to protect and enforce its
rights  against  the  Company,  either by suit in equity or by action at law, or
both,  whether  for  the  specific  performance  of any  covenant  or  agreement
contained in this  Agreement  or in aid of the exercise of any power  granted in
this Agreement, or, the Lender may proceed to enforce the payment by the Company
of all sums due upon the Note or to enforce any other legal or  equitable  right
of the Lender.

     The  Company  covenants  that,  if it shall  default  in the  making of any
payment due under the Note or in the  performance or observance of any agreement
contained in this Agreement,  it will pay to the Lender such further amounts, to
the extent lawful,  to cover any reasonable  costs and expenses of collection or
of otherwise enforcing their respective rights, including without limitation the
reasonable  counsel fees and costs and expenses incurred in connection with such
collection. The obligations set forth in this paragraph will survive the payment
in full of the Note.

     Section 4.3 Remedies Cumulative. No remedy herein conferred upon the Lender
is intended to be  exclusive  of any other remedy and each and every such remedy
will be cumulative and will be in addition to every other remedy given hereunder
or now or hereafter existing at law or in equity or by statute or otherwise.

     Section 4.4 Remedies Not Waived.  No course of dealing  between the Company
and any other person and no delay or failure in exercising any rights  hereunder
or under the Note in respect  thereof shall operate as a waiver of any rights of
the Lender.

     Section 5 TAXES.

     The Company will pay all taxes  (including  interest and penalties),  other
than taxes  imposed on the income of the Lender  which may be payable in respect
of the execution and delivery of this Agreement or of the execution and delivery
of (but not the subsequent  transfer of or interest or principal  payable under)
the Note or of any  amendment of, or waiver or consent under or with respect to,
this  Agreement  or of the Note and will  save  the  Lender  and all  subsequent
holders  of the Note  harmless  against  any loss or  liability  resulting  from
nonpayment or delay in payment of any such tax.

                                       9
<PAGE>

     Section 6 MISCELLANEOUS.

     Section 6.1  Indemnification.  The Company agrees to indemnify,  defend and
hold harmless the Lender,  and its  successors,  assigns,  heirs,  subsidiaries,
affiliates and all of the officers,  directors,  employees,  partners and agents
(including  attorneys and accountants) of each of the aforementioned  persons or
entities,  and  each of them,  from  and  against  any and all  losses,  claims,
damages,  liabilities,  expenses,  demands,  causes  of  action,  suits,  debts,
obligations,  rights,  promises,  acts,  agreements  and  damages of any kind or
nature  whatsoever,  whether  at law or in  equity,  whether  known or  unknown,
foreseen or  unforeseen,  heretofore or hereafter  arising out of,  relating to,
connected  with or incidental to the failure of any  representation  or warranty
made by the Company in this  Agreement or the Note or the failure of the Company
to  comply  in all  material  respects  with  the  covenants  contained  in this
Agreement or the Note, or the agreements contemplated hereby or thereby.

     Section 6.2 Private Placement;  Legends. The Lender acknowledges and agrees
that the Note has not been  registered  under  the  Securities  Act and,  to the
extent it constitutes a security subject to registration  under Section 5 of the
Securities  Act,  may  not be  offered  or  sold  unless  registered  under  the
Securities  Act,  or  an  exemption  from  such  registration   requirements  is
available.  The Note shall bear a legend in  substantially  the following  form,
unless counsel to the Company shall have advised the Company that such legend is
no longer needed:

         The securities evidenced by this instrument have not been registered
         under the Securities Act of 1933, as amended (the "Act"), or any state
         securities law, and such securities may not be sold, transferred or
         otherwise disposed of unless the same are registered and qualified in
         accordance with the Act and any applicable state securities laws, or in
         the opinion of counsel reasonably satisfactory to the Company such
         registration and qualification are not required under the Act and
         applicable state securities law.

     Section   6.3   Reliance   on  and   Survival   of   Representations.   All
representations, warranties, covenants and agreements of the Company herein will
be deemed to be  material  and to have been  relied  upon by the Lender and will
survive the execution and delivery of this Agreement and the Note.

     Section 6.4 Successors  and Assigns.  This Agreement will bind and inure to
the benefit of and be enforceable  by the Company,  the Lender and each of their
respective successors and assigns. The Lender shall be permitted to transfer the
Note in  accordance  with  its  terms  and the  terms of this  Agreement  and in
accordance  with  applicable  restrictions  under  applicable  federal and state
securities laws;  provided,  however,  that upon any assignment of the Note that
results in more than one Note being  outstanding,  the rights of all  holders of
Notes to enforce any right, take any enforcement action or do any other thing or
action with respect to any Basic Document shall only be done upon the consent or
action of the holders of not less than 66-2/3% in aggregate  principal amount of
all Notes  outstanding,  which action,  if taken,  shall bind the holders of all
Notes.

                                      10
<PAGE>

     Section 6.5 Notices. All notices and other  communications  provided for in
this  Agreement  shall be in writing and  delivered by  registered  or certified
mail, postage prepaid,  or delivered by overnight courier (for next business day
delivery) or telecopied,  addressed as follows,  or at such other address as any
of the parties  hereto may  hereafter  designate by notice to the other  parties
given in accordance with this Section 6.5:

                  1)       if to the Company:

                           c/o Genesis Intermedia.com, Inc.
                           Fourth Floor
                           5805 Sepulveda Boulevard
                           Van Nuys, California 91411
                           Attn:  Ramy El-Batrawi
                           Telephone:  (818) 464-7270
                           Telecopier:  (818) 464-7398

                           With a copy of any notice to:

                           Nida & Maloney, LLP
                           800 Anacapa Street
                           Santa Barbara, California  93101
                           Attn: Theodore R. Maloney, Esq.
                           Telephone: (805) 568-1151
                           Telecopier:  (805) 568-1955

2)       if to the Lender:

                           Ultimate Holdings, Ltd.
                           13 Parliament St.
                           Hamilton, HM 12
                           Bermuda
                           Attn:  Alison Chadwick
                           Telephone: ______________
                           Telecopier: (011) 41-286-2286

Any such notice or communication shall be deemed to have been duly given on the
fifth (5th) day after being so mailed, the next business day after delivery by
overnight courier, when received when sent by telecopy or upon receipt when
delivered personally.

     Section 6.6  Counterparts.  This  Agreement  may be executed 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.  Signatures  may be
exchanged by telecopy,  with original  signatures to follow. Each of the parties
hereto agrees that it will be bound by its own telecopied  signature and that it
accepts the telecopied  signatures of the other parties to this  Agreement.  The
original  signature  pages shall be  forwarded to the Company or its counsel and
the Company or its counsel will provide all of the parties hereto with a copy of
the entire Agreement.

                                       11
<PAGE>

     Section 6.7  Amendments.  This  Agreement  may only be amended by a writing
duly executed by all of the parties hereto.

     Section 6.8 Severability. If any term or provision of this Agreement or any
other document executed in connection herewith shall be determined to be illegal
or  unenforceable,  all other  terms and  provisions  hereof and  thereof  shall
nevertheless  remain  effective  and shall be  enforced  to the  fullest  extent
permitted by applicable law.

     Section  6.9  Governing  Law.  EXCEPT TO THE EXTENT THAT THE LAW OF ANOTHER
JURISDICTION IS EXPRESSLY SELECTED IN A DOCUMENT,  THIS AGREEMENT,  THE NOTE AND
ALL  AMENDMENTS,  SUPPLEMENTS,  WAIVERS AND CONSENTS  RELATING HERETO OR THERETO
SHALL BE GOVERNED BY AND CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF
CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

     Section  6.10 Entire  Agreement.  This  Agreement  and the Note contain the
entire  agreement  of the  parties  hereto  with  respect  to  the  transactions
contemplated hereby and thereby and supersede all previous oral and written, and
all previous contemporaneous oral negotiations, commitments and understandings.

     Section 6.11 Further Assurances.  Each party agrees promptly to execute and
deliver such documents and to take such other acts as are  reasonably  necessary
to effectuate the purposes of this Agreement.

     Section 6.12  Headings.  The headings  contained  herein are for  reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

     Section 6.13 Waiver of Jury Trial.  EACH PARTY  HEREBY  AGREES TO WAIVE ITS
RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF  THIS  AGREEMENT  AND THE  NOTE OR  AGREEMENTS  RELATING  TO THE  NOTE OR ANY
DEALINGS  BETWEEN  THEM  RELATING  TO THE  SUBJECT  MATTER OF THIS  TRANSACTION.
NOTWITHSTANDING  ANYTHING TO THE CONTRARY  HEREIN,  THIS WAIVER IS  IRREVOCABLE,
MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,  AND THE WAIVER
SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT, THE NOTE OR ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE
NOTE.

     Section  6.14  Assignments.  The  Company  may not  assign  its  rights  or
obligations hereunder or under the Note without the prior written consent of the
Lender.

                            [Signature Page Follows]



                                       12

<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto  execute this Agreement as of the
date first set forth above.

                                   LENDER:

                                   ULTIMATE HOLDINGS, LTD.


                                   By: ____________________________
                                         Name:
                                         Title:

                                   COMPANY:

                                   GENESISINTERMEDIA.COM, INC.


                                   By: ____________________________
                                         Name:
                                         Title: