LOAN AGREEMENT

     This Loan Agreement  (this  "Agreement") is entered into as of the 13th day
of April,  2001,  by ULTIMATE  HOLDINGS,  LTD., a Bermuda  limited  company (the
"Lender"),  and   GENESISINTERMEDIA.COM,   INC.,  a  Delaware  corporation  (the
"Borrower").

                                    Recitals

     WHEREAS,  Borrower would like to borrow up to $15,000,000  from the Lender;
and

     WHEREAS,  the Lender has agreed from time to time to lend up to $15,000,000
to Borrower on the terms and subject to the conditions set forth herein.

                                    Agreement

     In consideration of the promises 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 LOAN.

     Section  1.1  Lender  Commitment.  The  Lender  agrees,  on the  terms  and
conditions of this  Agreement,  from time to time to make term loans to Borrower
(a  "Loan"  or the  "Loans")  in  United  States  Dollars  from the date of this
Agreement  and on or  before  the  first  anniversary  of  this  Agreement  (the
"Commitment   Period")  in  an  aggregate  amount  of  up  to  $15,000,000  (the
"Commitment Amount") by depositing the same, in immediately  available funds, in
a depository account of designated by the Borrower.

     Section 1.2 The Note.  The Loans shall be evidenced  by a  promissory  note
(the "Note") which shall mature, shall bear interest, shall be payable and shall
be otherwise as provided in the form of Note attached hereto as Exhibit A.

     Section 1.3 Loans.

     (a)  Subject  to the  satisfaction  of the  conditions  set  forth  in this
Agreement,  Borrower may, in its sole discretion,  issue and exercise draw downs
on the Note (each a "Draw Down") during the Commitment Period,  which Draw Downs
Lender shall be obligated to accept, subject to the terms and conditions herein.

     (b) Borrower  must inform Lender of its desire for Lender to make a Loan by
delivering a draw down notice in substantially  the same form as attached hereto
as Exhibit B (a "Draw Down  Notice")  setting  forth,  among other  things,  the
amount of the Loan requested by Borrower (the "Loan Amount").

     (c) Only one Draw Down  shall be  allowed  in each Draw  Down  Period.  The
minimum  amount for any Draw Down shall be $100,000  and the maximum  amount for
any Draw Down shall be  $2,000,000.  A "Draw Down Period"  shall be defined as a
period of 10 consecutive business days.
<PAGE>

     Section 1.4 Initial Closing; Closings.

     (a) The delivery of executed  documents  under this Agreement and the other
documents  requested  herein  shall take place at 5:00 p.m.  Pacific Time on the
date first set forth above at the offices of Borrower, or at such other place as
the parties may agree (the "Initial Closing").

     (b) Each  closing  of a Loan (a  "Closing")  shall  be held at 12:00  noon,
Pacific  Time on the second  business  day after the date a Draw Down  Notice is
received  by  Lender  or such  other  date and time as the  parties  hereto  may
mutually agree (a "Closing Date").

     Section 1.5 General Payment Provisions.

     (a) The  Borrower  will make each  payment  when due under the Note or this
Agreement  not later  than 2:00 p.m.,  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 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 Borrower,  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  distribution  of Loans up to the Commitment  Amount and
during the  Commitment  Period  pursuant to the terms of this  Agreement,  which
payment is subject to the terms and conditions hereof, and regardless of whether
the Borrower  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 Borrower.

     Section 1.6 Representations and Warranties of the Borrower.

     Borrower 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.

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<PAGE>

     (a) Borrower 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.  Borrower has all requisite
power to transact the business it transacts and proposes to transact, to execute
and deliver this Agreement,  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.

     (b) The execution, delivery and performance of this Agreement and all other
documents  and  agreements  contemplated  hereby  or  thereby  to  be  executed,
delivered  and  performed  by  the  Borrower,   and  the   consummation  of  the
transactions  contemplated  hereby or  thereby,  have been duly  authorized  and
approved by the Borrower.  This Agreement and all other documents and agreements
contemplated hereby or thereby to be executed and delivered by the Borrower have
been duly  authorized,  executed and delivered by, and are the valid and binding
obligations of the Borrower, enforceable against the Borrower 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) No consent,  approval or authorization  of, or registration,  filing or
declaration  with,  any person or entity is required for the  performance by the
Borrower of this Agreement.

     Section 1.7 Representations and Warranties of the Lender.

     The Lender  represents,  warrants  and  covenants to the Borrower as of the
date hereof:

     (a) The  Lender  has all  requisite  power  to  execute  and  deliver  this
Agreement 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
document  in  connection  herewith  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
each 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.

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

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<PAGE>

     Section 2.1 Proceedings Satisfactory.  All proceedings taken on or prior to
such date in connection  with the Loan and the  consummation  of the transaction
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
Borrower 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  Borrower  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  Permitted  by  Applicable  Laws.  The  borrowing  by
Borrower and the making of the Loan by Lender (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 Draw Down  Notict/Compliance  Certificate.  Borrower shall have
delivered  to Lender a Draw Down  Notice in a form  acceptable  to Lender and in
substantially  the same form as  Exhibit  B,  dated as of the  Closing  Date and
executed  by the Chief  Executive  Officer  or Chief  Financial  Officer  of the
Borrower.

     Section 3 COVENANTS.

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

     (a) Use of Proceeds. Borrower agrees that the proceeds of the Loans will be
used for lawful business purposes.

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

     (c) Compliance with Laws. The Borrower 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
Borrower  or the  validity or  enforceability  of this  Agreement  or any of the
transactions contemplated hereby or thereby.

     (d)  Payment  of the  Note.  The  Borrower  will pay the  principal  of and
interest  on the Note on the dates and in the  manner  provided  in the Note and
this Agreement.  The obligation of Borrower  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.

                                       4
<PAGE>

     (e) Stay,  Extension and Usury Laws. The Borrower  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
Borrower  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
Borrower  expressly  waives all benefit or advantage of any such law. If a court
of competent jurisdiction  prescribes that the Borrower 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 such Note, and any amount
of interest paid by the Borrower that is deemed  illegal shall be deemed to have
been a prepayment of principal on the Note.

     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  and such default  shall have  continued for a period of five
(5) days after written notice to Borrower;

     (b) Default shall be made in the performance or observance of any covenant,
agreement or condition  contained  herein or the Note, or in any other  document
issued in  connection  therewith,  and such default  shall have  continued for a
period of ten (10) days after written notice to Borrower;

     (c) The Borrower 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 Borrower 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 Borrower,  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 Borrower;  or
action under the laws of any  jurisdiction  affecting the Borrower  analogous to
any of the  foregoing  shall be taken  with  respect to the  Borrower  and shall
continue unstayed and in effect for any period of sixty (60) days;

                                       5
<PAGE>

     (e) Final judgment for the payment of money shall be rendered by a court of
competent jurisdiction against the Borrower and the Borrower shall not discharge
the same or provide for its discharge in accordance with its terms, or procure a
stay of execution thereof within thirty (30) days from the date of entry thereof
and within said period of thirty (30) 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$200,000;
or

     (f) Any  representation or warranty made by the Borrower 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 Lender shall provide notice to Borrower of the Event of Default,  and
if such  Event of Default  shall not be cured by  Borrower  within 10 days,  the
unpaid principal amount of the Note,  together with the interest accrued thereon
and all other amounts  payable by the Borrower  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
Borrower or (y) upon the  occurrence  of any other Event of Default,  the Lender
may, by notice to the Borrower,  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  Borrower
hereunder.

     Section  4.2 Suits for  Enforcement.  If any Event of  Default  shall  have
occurred and be  continuing  after the  applicable  cure period,  the Lender may
proceed to protect and enforce its rights  against the Borrower,  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  Borrower  of all sums due upon the Note or to  enforce  any
other legal or equitable right of the Lender.

     The  Borrower  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 Borrower
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.

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<PAGE>

     Section 5 TAXES.

     The Borrower 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.

     Section 6 MISCELLANEOUS.

     Section 6.1 Indemnification.  The Borrower 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 or the failure of the  Borrower to comply in all  material  respects
with the covenants contained in this Agreement or agreements contemplated hereby
or thereby.

     Section   6.2   Reliance   on  and   Survival   of   Representations.   All
representations,  warranties,  covenants and  agreements of the Borrower  herein
will be deemed to be material  and to have been relied upon by the Lender at the
Initial Closing and upon each successive Closing as if made on the date thereon,
and will survive the execution and delivery of this Agreement and of the Note.

     Section 6.3 Successors  and Assigns.  This Agreement will bind and inure to
the benefit of and be enforceable by the Borrower,  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.

     Section 6.4 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 Borrower:

                           GenesisIntermedia.com, Inc.
                           5805 Sepulveda Blvd., 8th Floor
                           Van Nuys, California
                           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
                           Telephone: (805) 568-1151
                           Telecopier:  (805) 568-1955

                                       7
<PAGE>

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

     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 NOTES 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 Applicable  Venue. The venue for any suit brought hereon shall
be the County of Los Angeles,  California, the parties hereto hereby waiving any
claim or defense that such forum is not convenient or proper.  Each party agrees
that any such court shall have in personal  jurisdiction over it and consents to
service of process in any manner authorized by Illinois law.

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<PAGE>

     Section 6.11 Entire  Agreement.  This  Agreement,  the Note,  and any other
instrument  delivered with respect thereto  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 6.12 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 6.13  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 6.14 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,  THE NOTE OR ANY OTHER BASIC DOCUMENTS 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  6.15  Assignments.  The  Borrower  may not  assign  its  rights or
obligations hereunder or under the Note without the prior written consent of the
Lender.

                            [Signature page follows]


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<PAGE>


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


                               LENDER:      ULTIMATE HOLDINGS, LTD.,
                                            a  Bermuda limited company


                                            By:____________________________
                                                Name: ___________________
                                                Title: ____________________




                             BORROWER:      GENESISINTERMEDIA.COM, INC.,
                                             a Delaware corporation


                                            By:____________________________
                                                Name: ___________________
                                                Title: ____________________