THE LOAN  REPRESENTED  BY THIS  PROMISSORY  NOTE IS SUBJECT TO A LOAN  AGREEMENT
DATED AS OF APRIL 13, 2001, A COPY OF WHICH IS ON FILE AT THE  PRINCIPAL  OFFICE
OF THE BORROWER AND WILL BE FURNISHED TO THE HOLDER ON REQUEST TO THE  SECRETARY
OF THE BORROWER.



                                 PROMISSORY NOTE

Up to $15,000,000.00                                    Los Angeles, California
                                                           Date: April 13, 2001

     FOR VALUE RECEIVED, the undersigned GENESISINTERMEDIA.COM, INC., a Delaware
corporation  ("Borrower"),  hereby promises to pay to ULTIMATE HOLDINGS, LTD., a
Bermuda limited corporation ("Holder"),  at such place as Holder may specify, in
lawful money of the United  States of America,  the  principal  sum of all loans
made by Holder to  Borrower  (the  "Loans")  made by the Holder to the  Borrower
dated April 13, 2001 (the  "Agreement"),  in the principal  amounts set forth on
Schedule A hereto,  between  Borrower and Holder,  on or before October 13, 2002
(the "Maturity  Date"),  plus interest on the principal amount  outstanding from
time to time  hereunder at a rate equal to the lesser of (i) the maximum  lawful
rate or (ii) nine  percent  (9%) per  annum.  Interest  shall be  calculated  in
arrears  through  the last day of each month and shall be due and payable on the
date that the loan is  funded  as more  fully  set  forth  below in  Section  1.
Interest shall be computed on the basis of a 365 or 366-day year, as applicable.

     1. LOAN  AGREEMENT.  This  Note is issued  pursuant  to that  certain  Loan
Agreement (the "Agreement") between the Borrower and the Holder, and dated as of
April 13, 2001.  The terms of this Note include  those stated in the  Agreement.
This Note is subject to, and qualified by, all such terms,  certain of which are
summarized  hereon, and the holder of this Note is referred to the Agreement for
a statement of such terms.

     This  Note  is an  obligation  of the  Borrower  limited  to the  aggregate
principal amount of up to $15,000,000.

     The Holder,  by accepting this Note,  shall be bound by and entitled to the
benefits of the Agreement, as the same may be amended from time to time pursuant
to the provisions thereof.  All capitalized terms that are used in this Note but
not otherwise  defined herein are intended to have the meanings assigned to such
terms in the Agreement.

     2.  Advances;  Payments.  From time to time, and subject to the accuracy of
Borrower's representations in the Agreement,  Holder will deliver to Borrower in
immediately  available  funds the  principal  amounts  specified  in a Draw Down
Notice and set forth in Schedule A (net of any costs and  expenses to be paid by
Borrower to Holder or its counsel).

     All  payments  under  this  Agreement  shall be  applied  first to fees and
expenses,  then to interest  and then to  principal.  Any  principal or interest
payments  on this  Agreement  outstanding  after the  occurrence  and during the
continuance  of a default  under this  Agreement  shall bear  interest at a rate
equal to the lesser of (i) the lawful legal rate or (ii) five percent (5%) above
the interest rate otherwise applicable under this Agreement.

     3. Prepayments.  Borrower may, from time to time, prepay the loan evidenced
hereby, in whole or in part, so long as each partial  prepayment of principal is
equal to or greater  than  $50,000 and Borrower has given Holder two (2) or more
business  days' written  notice of such optional  prepayment.  Any such optional
prepayment of principal shall be without premium or penalty.  Each prepayment of
principal  under this Section shall be  accompanied by all interest then accrued
and unpaid on the principal so prepaid.  Any principal  prepaid pursuant to this
Section  shall be in  addition  to, and not in lieu of, all  payments  otherwise
required to be paid under this Agreement at the time of such prepayment.

     4. Events of Default.

     If  certain  Events of  Default  occur and are  continuing,  the Holder may
declare all sums owing and to become  owing under the Note  immediately  due and
payable.  After  the  occurrence  and  during  the  continuance  of any Event of
Default,  all payments on this Note shall be applied first to the payment of any
costs,  fees or other  charges  incurred  in  connection  with the  indebtedness
evidenced  hereunder,  next to the payment of accrued interest,  and then to the
reduction  of the  principal  amount  hereof.  "Event of  Default" is defined in
Section 4 of the Agreement.

     5. Miscellaneous.

     (a)  Reliance on and  Survival  of  Representations.  All  representations,
warranties,  covenants and  agreements of Borrower  herein shall be deemed to be
material and to have been relied upon by Holder and shall  survive the execution
and delivery of this  Agreement and of the  Securities,  for so long as the loan
remains outstanding.

     (b)  Successors  and Assigns.  This  Agreement  shall bind and inure to the
benefit of and be enforceable by Borrower,  Holder and each of their  respective
successors and assigns,  and, in addition,  shall inure to the benefit of and be
enforceable  by each person who shall from time to time be a holder of the loan.
Holder shall be permitted to transfer the  Securities in  accordance  with their
terms and in accordance with applicable  restrictions  under applicable  federal
and state securities laws.

     (c)  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:

                  1)       if to the Borrower:

                           GenesisIntermedia.com, Inc.
                           5805 Sepulveda Blvd.
                           Van Nuys, California
                           Attn: Ramy El-Batrawi
                           Telephone: (818) 464-7270
                           Telecopier: (818) 464-7398

                           With a copy of any notice to:

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

                  2)       if to the Lender:

                           Ultimate Holdings, Ltd.
                           13 Parliament St.
                           Hamilton, HM 12
                           Bermuda
                           Attn:  Collette Johnston
                           Telephone:
                           Telecopier:  (441) 292 7880

                           With a copy of any notice to:

                           ======================
                           ---------------------
                           ----------------------
                           Telephone:
                           Telecopier:


     Any such notice or communication shall be deemed to have been duly given on
the fifth 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.

     (d)   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 Holder or its counsel and Holder
or its counsel will provide all of the parties  hereto with a copy of the entire
Agreement.

     (e)  Amendments.  This  Agreement  may only be  amended  by a writing  duly
executed by the parties hereto.


     (f)  No  Recourse  Against  Others.  No  director,   officer,  employee  or
stockholder,  as  such,  of the  Borrower,  shall  have  any  liability  for any
obligations  of the Borrower  under this Note or the  Agreement or for any claim
based on, in  respect  of or by reason  of such  obligations  or their  creation
except as provided in the Agreement.

     (g)  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.

     (h)  Governing  Law;   Submission  to  Process.   THIS  AGREEMENT  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
ILLINOIS  WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. THE BORROWER  HEREBY
IRREVOCABLY  SUBMITS ITSELF TO THE  NON-EXCLUSIVE  JURISDICTION OF THE STATE AND
FEDERAL  COURTS  SITTING IN THE STATE OF ILLINOIS AND AGREES AND  CONSENTS  THAT
SERVICE OF PROCESS MAY BE MADE UPON IT IN ANY LEGAL PROCEEDINGS  RELATING HERETO
BY ANY MEANS  ALLOWED  UNDER  ILLINOIS OR FEDERAL LAW. THE BORROWER  IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH PROCEEDING  BROUGHT
IN SUCH COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS
BEEN BROUGHT IN AN INCONVENIENT  FORUM.  THE BORROWER SHALL APPOINT AN AGENT FOR
SERVICE OF PROCESS IN  ILLINOIS  AND SHALL  NOTIFY  HOLDER OF ANY FUTURE  CHANGE
THEREIN.

     (i) Further  Assurances.  Borrower  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.

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

     (k) Assignments and  Participations.  Borrower may not assign its rights or
obligations  hereunder  or under the loan without the prior  written  consent of
Holder.  Holder may assign all or any portion of the loan or Warrant without the
prior consent of Borrower. Holder may sell or agree to sell to one or more other
persons a participation in all or any part of any of the loan or Warrant without
the prior consent of Borrower.  Upon surrender of the loan or Warrant,  Borrower
shall  execute  and  deliver  one or more  substitute  notes,  warrants or other
securities in such denominations and of a like aggregate unpaid principal amount
or other amount  issued to Holder  and/or to Holder's  designated  transferee or
transferees.  Holder may furnish any  information  in the  possession  of Holder
concerning Borrower, or any of its respective subsidiaries, from time to time to
assignees and participants (including prospective assignees and participants).

     (l) Waivers; Indemnity. Borrower waives presentment and demand for payment,
notice  of  dishonor,  protest  of this  Agreement,  and  shall pay all costs of
collection  when  incurred,  including  reasonable  attorneys'  fees,  costs and
expenses.  Borrower shall indemnify and hold harmless from any claim, obligation
or  liability  (including  without  limitation  reasonable  attorneys  fees  and
expenses) arising out of this Agreement or the transactions  contemplated  under
the Loan Documents.

     (m) JURY WAIVER.  HOLDER AND BORROWER EACH WAIVES ANY RIGHT TO A JURY TRIAL
OF ANY CLAIM OR CAUSE OF ACTION  ARISING OUT OF THE LOAN DOCUMENTS OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREIN.

                            [Signature page follows]


<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the day and year set forth above.

                               LENDER:

                               ULTIMATE HOLDINGS, LTD.,
                               a  Bermuda limited company


                               By:____________________________
                                     Name: ___________________
                                     Title: __________________

:


                                 BORROWER:

                                 GENESISINTERMEDIA.COM, INC.,
                                  a Delaware corporation


                               By:____________________________
                                      Name: ___________________
                                      Title: ____________________