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                               SECURITY AGREEMENT


                            Dated as of June 16, 2000


                                     between


                           GenesisIntermedia.com, Inc.

                                 as the Debtor,

                                       and

                             Ultimate Holdings, Ltd.
                              as the Secured Party


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<PAGE>
                               SECURITY AGREEMENT

     This SECURITY AGREEMENT,  dated as of June 16, 2000 (this "Agreement"),  is
made  between   GenesisIntermedia.com,   Inc.,  a  Delaware  corporation,   (the
"Debtor"),  and Ultimate Holdings, Ltd., a Bermuda limited company (the "Secured
Party").

     The Note  Purchase  Agreement  dated  June 16,  2000  (the  "Note  Purchase
Agreement"),  between the Debtor and the  Secured  Party  provides,  among other
things,  for the  purchase of a Note (the  "Note") up to the  maximum  aggregate
principal  amount of Ten Million United States Dollars  (US$10,000,000.00)  (the
"Maximum  Loan  Commitment  Amount") by the Secured  Party from the Debtor.  The
Secured  Party  shall  lend  the  Maximum  Loan  Commitment  Amount  in  several
installments  upon receipt of borrowing  requests  from Debtor all as more fully
set forth in the Note Purchase  Agreement.  It is a condition to the obligations
of the Secured  Party under the Note  Purchase  Agreement  that the Debtor shall
have  executed  and  delivered,  and  granted  the  Liens  provided  for in this
Agreement.

     In addition to the good and valuable consideration  previously received and
acknowledged as sufficient by the Secured Party, the Debtor has agreed to pledge
and grant a security  interest in the  Collateral  as  security  for the Secured
Obligations. Accordingly, the Debtor agrees with the Secured Party as follows:

     Section 1. Definitions and Interpretation.

     1.01 Certain Defined Terms. Unless otherwise defined, all capitalized terms
used  in  this  Agreement  that  are  defined  in the  Note  Purchase  Agreement
(including  those  terms  incorporated  by  reference)  shall have the  meanings
assigned to them in the Note  Purchase  Agreement.  In addition,  the  following
terms shall have the following meanings under this Agreement:

     "Accounts" shall have the meaning assigned to that term in Section 2.01(b).

     "Collateral" shall have the meaning assigned to that term in Section 2.01.

     "Copyright  Collateral"  shall mean all  Copyrights,  whether  now owned or
hereafter acquired by the Debtor,  including each Copyright  identified in Annex
3.

     "Copyrights"  shall  mean,  collectively,  (a)  all  copyrights,  copyright
registrations and applications for copyright registrations, (b) all renewals and
extensions of all  copyrights,  copyright  registrations  and  applications  for
copyright registration and (c) all rights, now existing or hereafter coming into
existence, (i) to all income,  royalties,  damages and other payments (including
in respect of all past, present or future infringements) now or hereafter due or
payable under or with respect to any of the foregoing, (ii) to sue for all past,
present and future  infringements with respect to any of the foregoing and (iii)
otherwise  accruing  under or pertaining to any of the foregoing  throughout the
world.


<PAGE>
     "Documents"  shall  have  the  meaning  assigned  to that  term in  Section
2.01(f).

     "Equipment"  shall  have  the  meaning  assigned  to that  term in  Section
2.01(e).

     "Instruments"  shall  have the  meaning  assigned  to that term in  Section
2.01(c).

     "Intellectual  Property"  shall mean all Copyright  Collateral,  all Patent
Collateral  and all  Trademark  Collateral,  together  with (a) all  inventions,
processes,  production  methods,  proprietary  information,  know-how  and trade
secrets; (b) all licenses or user or other agreements granted to the Debtor with
respect to any of the foregoing,  in each case whether now or hereafter owned or
used,  including the licenses or other  agreements with respect to the Copyright
Collateral, the Patent Collateral or the Trademark Collateral listed in Annex 6;
(c) all information,  customer lists,  identification of suppliers, data, plans,
blueprints,  specifications,  designs,  drawings,  recorded knowledge,  surveys,
engineering reports,  test reports,  manuals,  materials  standards,  processing
standards,  performance  standards,  catalogs,  computer and automatic machinery
software  and  programs;  (d) all  field  repair  data,  sales  data  and  other
information   relating  to  sales  or  service  of  products  now  or  hereafter
manufactured;  (e) all accounting information and all media in which or on which
any  information  or  knowledge or data or records may be recorded or stored and
all computer  programs used for the compilation or printout of such information,
knowledge,  records or data;  (f) the approvals of any  governmental  person now
held or hereafter obtained by the Debtor in respect of any of the foregoing; and
(g) all causes of action,  claims and warranties now owned or hereafter acquired
by  the  Debtor  in  respect  of any of the  foregoing.  It is  understood  that
Intellectual  Property  shall include all of the foregoing  owned or acquired by
the Debtor on a worldwide basis.

     "Inventory"  shall  have  the  meaning  assigned  to that  term in  Section
2.01(d).

     "Issuers" shall mean, collectively,  each subsidiary or affiliate, directly
or indirectly, of GenesisIntermedia.com,  Inc. that is the issuer (as defined in
the  Uniform  Commercial  Code) of any  shares  of  capital  stock  now owned or
hereafter  acquired  by  the  Debtor,   including  the  respective  corporations
identified in Annex 2 under the caption "Issuer."

     "Patent Collateral" shall mean all Patents,  whether now owned or hereafter
acquired by the Debtor, including each Patent identified in Annex 4.

     "Patents"   shall   mean,   collectively,   (a)  all   patents  and  patent
applications, (b) all reissues, divisions,  continuations,  renewals, extensions
and  continuations-in-part  of all  patents or patent  applications  and (c) all
rights,  now existing or  hereafter  coming into  existence,  (i) to all income,
royalties,  damages,  and other  payments  (including  in  respect  of all past,
present and future  infringements) now or hereafter due or payable under or with
respect to any of the  foregoing,  (ii) to sue for all past,  present and future
infringements  with respect to any of the foregoing and (iii) otherwise accruing
under or pertaining to any of the foregoing throughout the world,  including all
inventions  and  improvements  described  or  discussed  in all such patents and
patent applications.

     "Pledged  Stock"  shall have the  meaning  assigned to that term in Section
2.01(a).

                                       2
<PAGE>

     "Secured  Obligations"  shall mean (a) the payment and  performance  of the
Note  by the  Debtor  and (b) any and  all  obligations  of the  Debtor  for the
performance of its agreements, covenants and undertakings under or in respect of
the Basic Documents.

     "Stock  Collateral" shall have the meaning assigned to that term in Section
2.01(a).

     "Trademark  Collateral"  shall mean all  Trademarks,  whether  now owned or
hereafter acquired by the Debtor,  including each Trademark  identified in Annex
5. Notwithstanding the foregoing, the Trademark Collateral shall not include any
Trademark, which would be rendered invalid,  abandoned, void or unenforceable by
reason of its being included as part of the Trademark Collateral.

     "Trademarks" shall mean, collectively,  (a) all trade names, trademarks and
service marks, logos,  trademark and service mark registrations and applications
for trademark and service mark registrations, (b) all renewals and extensions of
any of the foregoing and (c) all rights,  now existing or hereafter  coming into
existence, (i) to all income,  royalties,  damages and other payments (including
in respect of all past,  present and future  infringements) now or hereafter due
or payable  under or with respect to any of the  foregoing,  (ii) to sue for all
past, present and future  infringements with respect to any of the foregoing and
(iii) otherwise accruing under or pertaining to any of the foregoing  throughout
the world,  together,  in each case,  with the product lines and goodwill of the
business connected with the use of, or otherwise  symbolized by, each such trade
name, trademark and service mark.

     "Uniform  Commercial  Code"  shall mean the Uniform  Commercial  Code as in
effect in the State of  California  from time to time or, by reason of mandatory
application, any other applicable jurisdiction.

     Section 1.02 Interpretation. In this Agreement, unless otherwise indicated,
the singular includes the plural and plural the singular; words importing either
gender include the other gender; references to statutes or regulations are to be
construed as including  all statutory or  regulatory  provisions  consolidating,
amending or  replacing  the statute or  regulation  referred to;  references  to
"writing" include printing,  typing,  lithography and other means of reproducing
words  in a  tangible  visible  form;  the  words  "including,"  "includes"  and
"include"  shall be deemed to be  followed  by the words  "without  limitation;"
references  to  articles,  sections (or  subdivisions  of  sections),  exhibits,
annexes or schedules are to this  Agreement;  references to agreements and other
contractual  instruments  shall be deemed to include all subsequent  amendments,
extensions  and  other  modifications  to such  instruments  (without,  however,
limiting  any  prohibition  on  any  such   amendments,   extensions  and  other
modifications  by the terms of any Basic  Document);  and  references to persons
include persons, firms, companies, corporations, agencies and other entities and
their  respective   permitted  successors  and  assigns  and,  in  the  case  of
governmental  persons,  persons  succeeding  to their  respective  functions and
capacities.

     Section 2. Collateral.

     2.01 Grant. As collateral  security for the prompt payment in full when due
(whether at stated  maturity,  by  acceleration or otherwise) and performance of
the Secured  Obligations,  the Debtor  hereby  pledges and grants to the Secured
Party, a security  interest in all of the Debtor's right,  title and interest in
and to the following  property,  whether now owned or hereafter  acquired by the
Debtor  and  whether   now   existing  or   hereafter   coming  into   existence
(collectively, the "Collateral"):

                                       3
<PAGE>
     (a) (i) all of the shares of capital  stock of the Issuers  represented  by
the  respective  certificates  identified  in Annex 2 and all  other  shares  of
capital stock of whatever class of the Issuers,  now owned or hereafter acquired
by the Debtor, together with in each case the certificates representing the same
(collectively, the "Pledged Stock");

     (ii) all shares, securities, moneys or property representing a dividend on,
or a distribution  or return of capital in respect of, any of the Pledged Stock,
received or receivable by the Debtor for any reason,  including  those resulting
from a split-up,  revision,  reclassification or other like change of any of the
Pledged Stock or otherwise received in exchange for any of the Pledged Stock and
all rights  issued to the  holders  of, or  otherwise  in respect of, any of the
Pledged Stock; and

     (iii) without  affecting the  obligations of the Debtor under any provision
prohibiting  such  action  under  any  Basic  Document,  in  the  event  of  any
consolidation  or merger in which any Issuer is not the  surviving  corporation,
all  shares of each  class of the  capital  stock of the  successor  corporation
(unless  such  successor  corporation  is one of the other  parties  hereto that
constitute the Debtor itself) formed by or resulting from such  consolidation or
merger  (collectively,  and together with the property  described in clauses (i)
and (ii) above, the "Stock Collateral");

     (b) all  accounts and general  intangibles  (each as defined in the Uniform
Commercial  Code) of the Debtor  constituting  a right to the  payment of money,
whether or not earned by performance, including all moneys due and to become due
to the  Debtor in  repayment  of any loans or  advances,  in  payment  for goods
(including Inventory and Equipment) sold or leased or for services rendered,  in
payment of tax refunds and in payment of any  guarantee of any of the  foregoing
(collectively, the "Accounts");

     (c) all instruments, chattel paper or letters of credit (each as defined in
the Uniform  Commercial Code) of the Debtor  evidencing,  representing,  arising
from or existing in respect of,  relating to,  securing or otherwise  supporting
the payment of, any of the Accounts (collectively, the "Instruments");

     (d) all inventory (as defined in the Uniform Commercial Code) and all other
goods of the Debtor  that are held by the Debtor for sale,  lease or  furnishing
under a contract of service (including to its subsidiaries or affiliates),  that
are so leased or furnished or that constitute raw materials,  work in process or
material used or consumed in its business, including all spare parts and related
supplies,  all goods obtained by the Debtor in exchange for any such goods,  all
products  made or  processed  from any such  goods and all  substances,  if any,
commingled with or added to any such goods (collectively, the "Inventory");

     (e)all equipment (as defined in the Uniform  Commercial Code) and all other
goods of the Debtor that are used or bought for use  primarily in its  business,
including all spare parts and related supplies, all goods obtained by the Debtor
in exchange for any such goods, all substances, if any, commingled with or added
to such goods and all upgrades  and other  improvements  to such goods,  in each
case to the extent not constituting Inventory (collectively, the "Equipment");

                                       4
<PAGE>

     (f) all documents of title (as defined in the Uniform  Commercial  Code) or
other receipts of the Debtor covering,  evidencing or representing  Inventory or
Equipment (collectively, the "Documents");

     (g) all contracts and other  agreements of the Debtor  including  contracts
and agreements  relating to (i) the Debtor's business;  and (ii) relating to the
licensing,  sale or other  disposition  of all or any  part of the  Intellectual
Property,  Inventory,  Equipment or Documents and all rights, warranties, claims
and benefits of the Debtor against any person arising out of,  relating to or in
connection  with  all  or any  part  of the  Intellectual  Property,  Inventory,
Equipment  or Documents of the Debtor,  including  any such rights,  warranties,
claims or benefits  against any person  possessing,  storing or transporting any
such  Intellectual  Property,   Inventory  or  Equipment  or  issuing  any  such
Documents;

     (h)  all  other   accounts  or  general   intangibles  of  the  Debtor  not
constituting  Accounts,  including,  to the extent related to all or any part of
the  other  Collateral,  all  books,  correspondence,   credit  files,  records,
invoices,  tapes,  cards,  computer  runs and other papers and  documents in the
possession or under the control of the Debtor or any computer  bureau or service
company from time to time acting for the Debtor;

     (i) all other tangible and intangible property of the Debtor, including all
Intellectual Property; and

     (j) all proceeds  and  products in whatever  form of all or any part of the
other  Collateral,  including  all  proceeds of insurance  and all  condemnation
awards and all other  compensation  for any casualty  with respect to all or any
part of the other  Collateral  (together  with all rights to recover and proceed
with  respect  to the  same),  and all  accessories  to,  substitutions  for and
replacements of all or any part of the other Collateral.

     2.02 Intellectual  Property.  For the purpose of enabling the Secured Party
to exercise its rights, remedies,  powers and privileges under Section 6 at such
time or times as the Secured  Party shall be lawfully  entitled to exercise such
rights,  remedies,  powers and privileges,  and for no other purpose, the Debtor
hereby grants to the Secured Party,  to the extent  assignable,  an irrevocable,
nonexclusive   license   (exercisable   without  payment  of  royalty  or  other
compensation  to the Debtor) to use,  assign,  license or sublicense  any of the
Intellectual  Property of the Debtor,  together  with  reasonable  access to all
media in which any of the  licensed  items may be  recorded or stored and to all
computer programs used for the compilation or printout of such items.

     2.03  Perfection.  Concurrently  with the  execution  and  delivery of this
Agreement,  the  Debtor  shall  (i) file  such  financing  statements  and other
documents  in such  offices as shall be  necessary  or as the Secured  Party may
request to perfect  and  establish  the  priority  of the Liens  granted by this
Agreement, (ii) deliver and pledge to the Secured Party any and all Instruments,
endorsed or accompanied  by such  instruments of assignment and transfer in such
form and  substance  as the  Secured  Party may  request,  (iii)  deliver to the
Secured Party all  certificates  identified in Annex 2,  accompanied  by undated
stock  powers  duly  executed  in blank and (iv) take all such other  actions as
shall be necessary or as the Secured  Party may request to perfect and establish
the priority of the Liens granted by this Agreement;  provided,  however, in the
case of any Instrument or Stock Collateral in which another secured party has an
existing security interest perfected through  possession or control,  the Debtor
shall cause such secured party to acknowledge  that its possession or control is
on behalf of the Secured  Party as  subordinated  Lien holder or take such other
action as is  reasonably  necessary  to conform  the  perfection  of the Secured
Party's Liens in such Collateral.

                                       5
<PAGE>

     2.04 Preservation and Protection of Security Interests. The Debtor shall:

     (a) upon the  acquisition  after  the  Initial  Closing  Date  and/or  each
Subsequent  Closing  Date by the Debtor of any Stock  Collateral,  promptly  (x)
transfer and deliver to the Secured  Party all such Stock  Collateral  (together
with  the  certificates  representing  such  Stock  Collateral  securities  duly
endorsed in blank or accompanied by undated stock powers duly executed in blank)
and (y) take such other  action as the  Secured  Party shall deem  necessary  or
appropriate to perfect, and establish the priority of, the Liens granted by this
Agreement in such Stock Collateral, including as provided in Section 2.03;

     (b) upon the  acquisition  after  the  Initial  Closing  Date  and/or  each
Subsequent  Closing Date by the Debtor of any Instrument,  promptly  deliver and
pledge to the Secured Party all such  Instruments,  endorsed or  accompanied  by
such  instruments  of assignment  and transfer in such form and substance as the
Secured Party may request;

     (c) upon the  acquisition  after  the  Initial  Closing  Date  and/or  each
Subsequent  Closing Date by the Debtor of any Equipment covered by a certificate
of title or  ownership,  promptly  cause the  Secured  Party to be listed as the
lienholder on such certificate of title and within 30 days of the acquisition of
such Equipment deliver evidence of the same to the Secured Party;

     (d) upon the  Debtor's  acquiring,  or otherwise  becoming  entitled to the
benefits of, any Copyright (or  copyrightable  material),  Patent (or patentable
invention), Trademark (or associated goodwill) or other Intellectual Property or
upon or prior to the  Debtor's  filing,  either  directly or through any secured
party,  licensee or other  designee,  of any application  with any  governmental
person for any Copyright,  Patent, Trademark, or other Intellectual Property, in
each case after the Initial  Closing Date and/or each  Subsequent  Closing Date,
execute and deliver such  contracts,  agreements  and other  instruments  as the
Secured  Party may request to  evidence,  validate,  perfect and  establish  the
priority  of the  Liens  granted  by  this  Agreement  in such  and any  related
Intellectual  Property and, if requested by the Secured Party,  amend Annex 3, 3
or 4 (as the case may be) to  reflect  the  inclusion  of any such  Intellectual
Property  as part of the  Collateral  (it being  understood  that the failure to
amend any such Annex shall not affect the Liens granted by this Agreement on any
such Intellectual Property); and

     (e)  give,  execute,   deliver,  file  or  record  any  and  all  financing
statements,  collateral or absolute assignments,  notices, contracts, agreements
or other instruments,  obtain any and all approvals of governmental  persons and
take any and all steps that may be necessary or as the Secured Party may request
to create,  perfect,  establish  the priority  of, or to preserve the  validity,
perfection or priority of, the Liens granted by this  Agreement or to enable the
Secured  Party  to  exercise  and  enforce  its  rights,  remedies,  powers  and
privileges  under this  Agreement  with  respect to such  Liens,  provided  that
notices to account  debtors in respect of any Accounts or  Instruments  shall be
subject to the provisions of Section 3.01.

                                       6
<PAGE>

     2.05 Attorney-in-Fact.

     (a) Subject to the rights of the Debtor under Sections 2.06, 2.07, 2.08 and
2.09, the Secured Party is hereby appointed the  attorney-in-fact  of the Debtor
for the purpose of carrying out the  provisions of this Agreement and taking any
action and executing any instruments  which the Secured Party may deem necessary
or  advisable to  accomplish  the  purposes of this  Agreement,  to preserve the
validity,  perfection  and priority of the Liens granted by this  Agreement and,
following  any Event of Default,  to exercise its rights,  remedies,  powers and
privileges  under  this  Agreement.  This  appointment  as  attorney-in-fact  is
irrevocable and coupled with an interest. Without limiting the generality of the
foregoing,  the Secured Party shall be entitled  under this  Agreement  upon the
occurrence and continuation of any Event of Default (i) to ask, demand, collect,
sue for, recover,  receive and give receipt and discharge for amounts due and to
become due under and in respect  of all or any part of the  Collateral;  (ii) to
receive,  endorse and  collect any  Instruments  or other  drafts,  instruments,
documents and chattel paper in connection  with clause (i) above  (including any
draft or check  representing the proceeds of insurance or the return of unearned
premiums);  (iii) to file any claims or take any action or  proceeding  that the
Secured Party may deem  necessary or advisable for the  collection of all or any
part of the Collateral,  including the collection of any compensation due and to
become due under any  contract or  agreement  with respect to all or any part of
the Collateral;  and (iv) to execute, in connection with any sale or disposition
of the collateral under Section 6, any endorsements,  assignments, bills of sale
or other  instruments  of conveyance or transfer with respect to all or any part
of the Collateral.

     (b)  Without  limiting  the rights and powers of the  Secured  Party  under
Section   2.05(a),   the  Debtor  hereby  appoints  the  Secured  Party  as  its
attorney-in-fact,  effective  the  date of the  signing  of this  Agreement  and
terminating  upon the  termination  of this  Agreement,  for the  purpose of (i)
filing such  applications with such state agencies and (ii) executing such other
documents and instruments on behalf of, and taking such other action in the name
of,  the  Debtor  as the  Secured  Party  may deem  necessary  or  advisable  to
accomplish the purposes of this Agreement.  This appointment as attorney-in-fact
is irrevocable and coupled with an interest.

     2.06 Special Provisions Relating to Stock Collateral.

     (a) So long as no Event of Default shall have  occurred and be  continuing,
the Debtor  shall have the right to exercise  all voting,  consensual  and other
powers of  ownership  pertaining  to the Stock  Collateral  for all purposes not
inconsistent  with the terms of any Basic  Document,  provided  that the  Debtor
agrees  that it will  not  vote  the  Stock  Collateral  in any  manner  that is
inconsistent with the terms of any Basic Document;  and the Secured Party shall,
at the  Debtor's  expense,  execute  and  deliver  to the  Debtor or cause to be
executed and delivered to the Debtor all such proxies, powers of attorney, other
orders and other  instruments,  without  recourse,  as the Debtor may reasonably
request for the purpose of enabling the Debtor to exercise the rights and powers
which it is entitled to exercise pursuant to this Section 2.06(a).

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<PAGE>

     (b)  Regardless  of whether if any Event of Default shall have occurred and
be  continuing,  and whether or not the Secured  Party  exercises  any available
right to declare any Secured  Obligation due and payable or seeks or pursues any
other right,  remedy,  power or privilege  available to it under applicable law,
this   Agreement  or  any  other  Basic   Document,   all  dividends  and  other
distributions  on the Stock  Collateral  shall be paid  directly  to the Secured
Party as part of the Stock  Collateral,  subject to the terms of this Agreement,
and, if the Secured  Party  shall so request,  the Debtor  agrees to execute and
deliver to the Secured Party appropriate  additional dividend,  distribution and
other orders and  instruments  to that end. Any cash dividend so received by the
Secured Party shall be credited as prepayments of the Secured Obligations.

     2.07 Use of  Intellectual  Property.  Subject to such action not  otherwise
constituting  a Default and so long as no Event of Default  shall have  occurred
and be continuing, the Debtor will be permitted to exploit, use, enjoy, protect,
license, sublicense, assign, sell, dispose of or take other actions with respect
to the  Intellectual  Property  in the  ordinary  course of the  business of the
Debtor.  In furtherance  of the foregoing,  so long as no Event of Default shall
have occurred and be continuing, the Secured Party shall from time to time, upon
the request of the Debtor, execute and deliver any instruments,  certificates or
other documents, in the form so requested, which the Debtor shall have certified
are  appropriate  (in its  judgment) to allow them to take any action  permitted
above (including relinquishment of the license provided pursuant to Section 2.02
as to any specific  Intellectual  Property).  The exercise of rights,  remedies,
powers and  privileges  under Section 6 by the Secured Party shall not terminate
the rights of the holders of any licenses or sublicenses  theretofore granted by
the Debtor in accordance with the first sentence of this Section 2.07.

     2.08 Instruments. So long as no Event of Default shall have occurred and be
continuing,  the  Debtor may retain for  collection  in the  ordinary  course of
business any Instruments obtained by it in the ordinary course of business,  and
the Secured Party shall,  promptly upon the request,  and at the expense of, the
Debtor, make appropriate  arrangements for making any Instruments pledged by the
Debtor  available  to the Debtor for  purposes of  presentation,  collection  or
renewal.  Any  such  arrangement  shall  be  effected,   to  the  extent  deemed
appropriate by the Secured Party, against trust receipt or like document.

                  2.09 Use of Collateral. So long as no Event of Default shall
have occurred and be continuing, the Debtor shall, in addition to its rights
under Sections 2.06, 2.07 and 2.08 in respect of the Collateral contemplated in
those sections, be entitled to use and possess the other Collateral and to
exercise its rights, title and interest in all contracts, agreements, licenses
and approvals of governmental persons, subject to the rights, remedies, powers
and privileges of the Secured Party under Sections 3 and 6 and to such use,
possession or exercise not otherwise constituting an Event of Default.

                  2.10  Rights and Obligations.

     (a) The Debtor  shall remain  liable to perform its duties and  obligations
under the contracts and agreements included in the Collateral in accordance with
their  respective  terms to the same  extent as if this  Agreement  had not been
executed and delivered.  The exercise by the Secured Party of any right, remedy,
power or  privilege  in respect of this  Agreement  shall not release the Debtor
from any of its duties and obligations under such contracts and agreements.  The


                                       8
<PAGE>

Secured Party shall have no duty,  obligation or liability  under such contracts
and  agreements  or in  respect  to any  approval  of any  governmental  persons
included  in the  Collateral  by reason  of this  Agreement  or any other  Basic
Document,  nor shall the Secured Party be obligated to perform any of the duties
or  obligations  of the Debtor under any such  contract or agreement or any such
approval of any governmental persons or to take any action to collect or enforce
any claim (for payment)  under any such contract or agreement or approval of any
governmental persons.

     (b) No Lien  granted by this  Agreement in the  Debtor's  right,  title and
interest in any contract, agreement or approval of any governmental person shall
be deemed to be a consent by the Secured Party to any such  contract,  agreement
or approval of any governmental person.

     (c) No  reference  in this  Agreement  to  proceeds or to the sale or other
disposition  of  Collateral  shall  authorize  the  Debtor to sell or  otherwise
dispose of any Collateral except to the extent otherwise  expressly permitted by
the terms of any Basic Document.

     (d) The Secured  Party shall not be  required  to take steps  necessary  to
preserve any rights against prior parties to any part of the Collateral.

     2.11 Termination.  When all the Secured Obligations shall have been paid in
full,  this Agreement  shall  terminate,  and the Secured Party shall  forthwith
cause to be assigned, transferred and delivered, against receipt but without any
recourse,  warranty or representation  whatsoever,  any remaining Collateral and
money  received in respect of the  Collateral,  to or on the order of the Debtor
and to be released,  canceled and granted back all licenses and rights  referred
to in Section  2.02.  The Secured  Party  shall also  execute and deliver to the
Debtor  upon  such   termination   such  Uniform   Commercial  Code  termination
statements, and such other documentation as shall be reasonably requested by the
Debtor to effect  the  termination  and  release  of the Liens  granted  by this
Agreement on the Collateral.

     Section 3. Certain Proceeds.

     3.01 Notice to Account Debtors. If any Event of Default shall have occurred
and be continuing, the Debtor shall, upon request of the Secured Party, promptly
notify (and the Debtor  hereby  authorizes  the Secured Party so to notify) each
account  debtor in respect of any Accounts or Instruments  that such  Collateral
has been  assigned  to the  Secured  Party,  under this  Agreement  and that any
payments  due or to become  due in  respect  of such  Collateral  are to be made
directly to the Secured Party.

     3.02  Proceeds  Held in Trust.  If any Event of Default shall have occurred
and be  continuing,  the Debtor  agrees that if the  proceeds of any  Collateral
(including  payments  made in  respect of  Accounts  and  Instruments)  shall be
received by it, all such  proceeds  shall be held in trust by the Debtor for and
as the property of the Secured Party and shall not be commingled  with any other
funds or property of the Debtor.

     Section 4.  Representations and Warranties.  As of the Initial Closing Date
and the  date of any  subsequent  disbursement  of  funds  pursuant  to the Note
Purchase Agreement,  the Debtor represents and warrants to the Secured Party, as
follows:

                                       9
<PAGE>

     4.01 Title.  The Debtor is the sole  beneficial  owner of the Collateral in
which  it  purports  to  grant a Lien  pursuant  to  this  Agreement,  and  such
Collateral  is free and  clear of all  Liens  (and,  with  respect  to the Stock
Collateral, of any right in favor of any other person), except for the Liens set
forth in Annex 8. The Liens  granted by this  Agreement  in favor of the Secured
Party have attached and constitute a perfected  security interest in all of such
Collateral  (other than  Intellectual  Property  registered or otherwise located
outside of the United  States of America)  prior to all other Liens,  except for
the Liens set forth in Annex 8.

     4.02 Pledged Stock.

     (a) The Pledged Stock evidenced by the  certificates  identified in Annex 2
is duly authorized, validly existing, fully paid and nonassessable,  and none of
such Pledged Stock is subject to any contractual restriction, or any restriction
under the charter or by-laws of the  respective  Issuer of such  Pledged  Stock,
upon the  transfer  of such  Pledged  Stock  (except  for any  such  restriction
contained in any Basic Document or in any document  pursuant to which a Lien has
been granted).

     (b) The Pledged Stock evidenced by the  certificates  identified in Annex 2
constitutes  all of the issued and  outstanding  shares of capital  stock of any
class of the Issuers  beneficially  owned by the Debtor on the  Initial  Closing
Date and on all Subsequent  Closing Dates (whether or not registered in the name
of the Debtor), and Annex 2 correctly identifies, as at the Initial Closing Date
and at all  Subsequent  Closing Dates,  the  respective  Issuers of such Pledged
Stock, the respective class and par value of the shares  comprising such Pledged
Stock and the respective number (and registered  owners) of the shares evidenced
by each such certificate.

     4.03 Intellectual Property.

     (a) Annexes 2, 3 and 4 set forth  completely and correctly all  Copyrights,
Patents and  Trademarks  owned by the Debtor on the Initial  Closing Date and on
each  Subsequent  Closing  Dates;  except  pursuant to  licenses  and other user
agreements  entered  into by the Debtor in the  ordinary  course of business and
listed in Annex 6, the Debtor owns and  possesses the right to use, and has done
nothing to authorize or enable any other person to use, any Copyright, Patent or
Trademark  listed in Annex 3, 3 or 4; all  registrations  listed in Annexes 2, 3
and 4 are valid and in full force and effect; and, except as may be set forth in
Annex 6, the Debtor owns and possesses the right to use all Copyrights,  Patents
and Trademarks listed in Annexes 2, 3 and 4;

     (b) Annex 6 sets forth completely and correctly all licenses and other user
agreements included in the Intellectual Property on the Initial Closing Date and
on each Subsequent Closing Date;

     (c) To the Debtor's knowledge, (i) except as set forth in Annex 6, there is
no violation by others of any right of the Debtor with respect to any Copyright,
Patent  or  Trademark  listed  in Annex 3, 3 or 4 and  (ii)  the  Debtor  is not
infringing in any respect upon any  Copyright,  Patent or Trademark of any other
person; and no proceedings have been instituted,  are pending against the Debtor
or, to the Debtor's knowledge,  have been threatened  against,  and no claim has
been received by, the Debtor, alleging any such violation,  except as may be set
forth in Annex 6; and

     (d) The Debtor does not own any Trademarks  registered in the United States
of America to which the last sentence of the definition of Trademark  Collateral
applies.

                                       10
<PAGE>

     Section 5. Covenants.

     5.01 Books and Records. The Debtor shall:


     (a) keep full and accurate books and records relating to the Collateral and
stamp or  otherwise  mark such books and  records in such  manner as the Secured
Party may  reasonably  require  in order to  reflect  the Liens  granted by this
Agreement;

     (b) furnish to the Secured  Party from time to time (but,  unless any Event
of Default  shall have  occurred  and be  continuing,  no more  frequently  than
monthly)  statements  and  schedules  further  identifying  and  describing  the
Copyright  Collateral,  the Patent  Collateral and the Trademark  Collateral and
such other  reports in  connection  with the  Copyright  Collateral,  the Patent
Collateral  and the Trademark  Collateral,  as the Secured Party may  reasonably
request, all in reasonable detail;

     (c) prior to filing, either directly or through the Secured Party, licensee
or other  designee,  any  application  for any  Copyright,  Patent or Trademark,
furnish to the Secured Party prompt notice of such proposed filing; and

     (d) permit representatives of the Secured Party, upon reasonable notice, at
any time during normal  business  hours to inspect and make  abstracts  from its
books and records  pertaining to the Collateral,  permit  representatives of the
Secured Party to be present at the Debtor's  place of business to receive copies
of all  communications  and  remittances  relating to the Collateral and forward
copies of any notices or  communications  received by the Debtor with respect to
the Collateral, all in such manner as the Secured Party may request.

     5.02 Removals,  Etc.  Without at least 30 days' prior written notice to the
Secured  Party,  (i)  maintain  any of its books and records with respect to the
Collateral  at any office or  maintain  its  principal  place of business at any
place, or permit any Inventory or Equipment to be located  anywhere,  other than
at the address  initially  indicated for notices to it under Section 7 or at one
of the locations  identified in Annex 7 or in transit from one of such locations
to another or (ii) change its  corporate  name,  or the name under which it does
business, from the name shown on the signature pages to this Agreement.

     5.03 Sales and Other Liens. The Debtor shall not dispose of any Collateral,
create, incur, assume or suffer to exist any Lien upon any Collateral or file or
suffer  to be on  file  or  authorize  to be  filed,  in any  jurisdiction,  any
financing  statement or like  instrument  with respect to all or any part of the
Collateral in which the Secured Party is not named as the sole secured party for
its own benefit, except for such filings with respect to any subordinate liens.

     5.04 Stock  Collateral.  The  Debtor  will  cause the Stock  Collateral  to
constitute  at all  times  100% of the total  number of shares of each  class of
capital stock of each Issuer then  outstanding.  The Debtor shall cause all such
shares to be duly authorized,  validly issued,  fully paid and nonassessable and
to be free of any contractual  restriction or any restriction  under the charter
or bylaws of the respective Issuer of such Stock  Collateral,  upon the transfer
of such Stock Collateral (except for any such restriction contained in any Basic
Document or in any document pursuant to which a Lien has been granted).

                                       11
<PAGE>

     5.05 Intellectual Property.

     (a) The  Debtor  (either  itself  or  through  licensees)  will,  for  each
Trademark,  (i) to the extent  consistent  with past  practice and good business
judgment,  continue to use such Trademark on each and every  trademark  class of
goods  applicable  to its current  line as  reflected  in its current  catalogs,
brochures and price lists in order to maintain such  Trademark in full force and
effect free from any claim of  abandonment  for nonuse,  (ii) maintain as in the
past the quality of products and services  offered under such  Trademark,  (iii)
employ such Trademark with the appropriate  notice of registration  and (iv) not
(and not permit any licensee or sublicensee  to) do any act or knowingly omit to
do any act whereby any  Trademark  material to the conduct of its  business  may
become invalidated.

     (b) The Debtor (either itself or through  licensees) will not do any act or
knowingly  omit to do any act whereby any Patent  material to the conduct of its
business may become abandoned or dedicated.

     (c) The Debtor will notify the Secured Party immediately if it knows or has
reason to know that any  Intellectual  Property  material  to the conduct of its
business may become abandoned or dedicated,  or of any adverse  determination or
development  (including  the  institution  of,  or  any  such  determination  or
development in, any proceeding  before any  governmental  person)  regarding the
Debtor's  ownership of any Intellectual  Property material to its business,  its
right to  copyright,  patent or  register  the same (as the case may be), or its
right to keep, use and maintain the same.

     (d) The Debtor will take all necessary  steps that are consistent with good
business practices in any proceeding before any appropriate  governmental person
to maintain and pursue each application  relating to any  Intellectual  Property
(and to obtain the relevant  registrations)  and to maintain  each  registration
material to the conduct of its business,  including payment of maintenance fees,
filing  of  applications   for  renewal,   affidavits  of  use,   affidavits  of
incontestability and opposition, interference and cancellation proceedings.

     (e)If any Intellectual  Property material to the conduct of its business is
infringed,  misappropriated  or diluted by a third party, the Debtor will notify
the Secured  Party  within (10) days after it learns of such event and will,  if
consistent  with  good  business   practice,   promptly  sue  for  infringement,
misappropriation  or  dilution,   seek  temporary   restraints  and  preliminary
injunctive relief to the extent practicable, seek to recover any and all damages
for such infringement,  misappropriation or dilution and take such other actions
as are appropriate under the circumstances to protect such Collateral.


                                       12
<PAGE>

     (f) The Debtor  will,  through  counsel  acceptable  to the Secured  Party,
prosecute diligently any application for any Intellectual Property pending as of
the date of this  Agreement or  thereafter  made until the  termination  of this
Agreement,   make  application  on  uncopyrighted  but  copyrightable  material,
unpatented  but  patentable   inventions  and   unregistered   but  registerable
Trademarks  and  preserve  and  maintain  all  rights  in  applications  for any
Intellectual  Property;  provided,  however,  that  the  Debtor  shall  have  no
obligation  to make any such  application  if making such  application  would be
unnecessary or imprudent in the good faith business judgment of the Debtor.  Any
expenses  incurred in connection with such an application  shall be borne by the
Debtor.  The Debtor will not abandon  any right to file an  application  for any
Intellectual  Property  or any pending  such  application  in the United  States
without  the  consent  of  the  Secured  Party,   which  consent  shall  not  be
unreasonably withheld.

     (g) The Secured Party,  will have the right but not the obligation to bring
suit in its own name to enforce the  Copyrights,  Patents and Trademarks and any
license under such Intellectual Property, in which event the Debtor will, at the
request of the Secured Party, do any and all lawful acts and execute and deliver
any and all  proper  documents  required  by the  Secured  Party  in aid of such
enforcement action.

                  5.06 Further Assurances. The Debtor agrees that, from time to
time upon the written request of the Secured Party, the Debtor will execute and
deliver such further documents and do such other acts and things as the Secured
Party may reasonably request in order fully to effect the purposes of this
Agreement.

     Section 6. Remedies.


     6.01 Events of Default,  Etc. If any Event of Default  shall have  occurred
and be continuing:

     (a) The Secured Party in its  discretion may require the Debtor to, and the
Debtor  will,  assemble  the  Collateral  owned by it at such  place or  places,
reasonably  convenient to both the Secured  Party and the Debtor,  designated in
the Secured Party's request;

     (b) The Secured Party in its discretion may make any reasonable  compromise
or settlement it deems  desirable  with respect to any of the Collateral and may
extend the time of payment,  arrange for payment in  installments,  or otherwise
modify the terms of, all or any part of the Collateral;

     (c) The Secured Party in its discretion  may, in its name or in the name of
the Debtor or  otherwise,  demand,  sue for,  collect  or  receive  any money or
property at any time payable or  receivable on account of or in exchange for all
or any part of the Collateral, but will be under no obligation to do so;

                                       13
<PAGE>

     (d) The Secured Party in its discretion  may, upon ten business days' prior
written  notice to the Debtor of the time and place,  with respect to all or any
part of the  Collateral  which shall then be or shall  thereafter  come into the
possession,  custody or control of the Secured Party,  sell,  lease or otherwise
dispose  of all or any part of such  Collateral,  at such place or places as the
Secured Party deems best, for cash, for credit or for future  delivery  (without
thereby assuming any credit risk) and at public or private sale,  without demand
of performance or notice of intention to effect any such  disposition or of time
or place  of any such  sale  (except  such  notice  as is  required  above or by
applicable  statute  and cannot be waived),  and the Secured  Party or any other
person may be the purchaser, lessee or recipient of any or all of the Collateral
so disposed of at any public  sale (or, to the extent  permitted  by law, at any
private sale) and thereafter  hold the same  absolutely,  free from any claim or
right of whatsoever kind, including any right or equity of redemption (statutory
or otherwise),  of the Debtor, any such demand, notice and right or equity being
hereby expressly waived and released. In the event of any sale, license or other
disposition of any of the Trademark Collateral,  the goodwill connected with and
symbolized  by the Trademark  Collateral  subject to such  disposition  shall be
included,  and the Debtor will supply to the Secured Party or its designee,  for
inclusion  in such  sale,  assignment  or other  disposition,  all  Intellectual
Property relating to such Trademark  Collateral.  The Secured Party may, without
notice or  publication,  adjourn any public or private sale or cause the same to
be adjourned from time to time by  announcement  at the time and place fixed for
the  sale,  and such sale may be made at any time or place to which the sale may
be so adjourned; and

     (e) The Secured Party will have, and in its discretion may exercise, all of
the rights, remedies,  powers and privileges with respect to the Collateral of a
secured  party under the  Uniform  Commercial  Code  (whether or not the Uniform
Commercial Code is in effect in the  jurisdiction  where such rights,  remedies,
powers and privileges are asserted) and such additional rights, remedies, powers
and  privileges to which a secured party is entitled under the laws in effect in
any jurisdiction where any rights, remedies, powers and privileges in respect of
this Agreement or the Collateral  may be asserted,  including the right,  to the
maximum  extent  permitted by law, to exercise all voting,  consensual and other
powers of ownership  pertaining  to the  Collateral as if the Secured Party were
the sole and absolute owner of the Collateral (and the Debtor agrees to take all
such action as may be appropriate to give effect to such right).

     The proceeds of, and other  realization  upon,  the Collateral by virtue of
the  exercise of remedies  under this  Section  6.01 and of the  exercise of the
license  granted  to the  Secured  Party,  in  Section  2.02 shall be applied in
accordance with Section 6.04.

     6.02  Deficiency.  If the  proceeds  of,  or other  realization  upon,  the
Collateral  by virtue of the exercise of remedies  under Section 6.01 and of the
exercise  of the  license  granted by the  Secured  Party,  in Section  2.02 are
insufficient to cover the costs and expenses of such exercise and the payment in
full of the other the Secured Obligations, the Debtor will remain liable for any
deficiency.


                                       14
<PAGE>

     6.03  Private Sale.

     (a) The  Secured  Party  will incur no  liability  as a result of the sale,
lease or other  disposition  of all or any part of the Collateral at any private
sale pursuant to Section 6.01 conducted in a commercially reasonable manner. The
Debtor hereby  waives any claims  against the Secured Party arising by reason of
the fact  that the price at which  the  Collateral  may have been sold at such a
private sale was less than the price which might have been  obtained at a public
sale or was less than the aggregate amount of the Secured  Obligations,  even if
the  Secured  Party  accepts  the first  offer  received  and does not offer the
Collateral to more than one offeree.

     (b) The Debtor recognizes that, by reason of certain prohibitions contained
in the Securities Act of 1933 and applicable  state securities laws, the Secured
Party  may be  compelled,  with  respect  to any  sale of all or any part of the
Collateral,  to limit purchasers to those who will agree, among other things, to
acquire the Collateral for their own account, for investment and not with a view
to distribution or resale.  The Debtor  acknowledges that any such private sales
may be at prices and on terms less  favorable  to the  Secured  Party than those
obtainable through a public sale without such restrictions, and, notwithstanding
such  circumstances,  agree that any such  private  sale shall be deemed to have
been made in a commercially  reasonable  manner and that the Secured Party shall
have no obligation to engage in public sales and no obligation to delay the sale
of any  Collateral  for the period of time  necessary  to permit the  respective
Issuer of such Collateral to register it for public sale.

     6.04  Application of Proceeds.  Except as otherwise  expressly  provided in
this  Agreement and except as provided  below in this Section 6.04, the proceeds
of, or other  realization  upon,  all or any part of the Collateral by virtue of
the  exercise of remedies  under  Section 6.01 or of the exercise of the license
granted in  Section  2.02,  and any other  cash at the time held by the  Secured
Party under Section 3 or this Section 6, will be applied by the Secured Party:

     First,  to the  payment  of the  costs and  expenses  of such  exercise  of
remedies,  including reasonable  out-of-pocket costs and expenses of the Secured
Party, the fees and expenses of its counsel, and all other expenses incurred and
advances made by the Secured Party in that connection;

     Next, to the payment in full of the remaining  Secured  Obligations in such
manner as the Secured Party may determine; and

     Finally,  to the payment to the Debtor,  or its  respective  successors  or
assigns, or as a court of competent jurisdiction may direct, of any surplus then
remaining.

     As used in this  Section  6,  "proceeds"  of  Collateral  shall  mean cash,
securities and other property  realized in respect of, and distributions in kind
of,   Collateral,   including  any  property   received  under  any  bankruptcy,
reorganization or other similar proceeding as to the Debtor or any issuer of, or
account debtor or other the Debtor on, any of the Collateral.

                                       15
<PAGE>

     Section 7. Miscellaneous.

     7.01 Waiver. No failure on the part of the Secured Party to exercise and no
delay in  exercising,  and no course of  dealing  with  respect  to,  any right,
remedy, power or privilege under this Agreement will operate as a waiver of such
right,  remedy,  power or privilege,  nor will any single or partial exercise of
any right, remedy, power or privilege under this Agreement preclude any other or
further exercise of any such right,  remedy,  power or privilege or the exercise
of any other right, remedy, power or privilege. The rights, remedies, powers and
privileges  provided in this  Agreement are  cumulative and not exclusive of any
rights, remedies, powers and privileges provided by law.

     7.02  Notices.  All notices and other  communications  provided for in this
Agreement  will 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 7.02:

                  1)       if to the Debtor:

                           GenesisIntermedia.com, Inc.
                           5805 Sepulveda Blvd., 4th Floor
                           Van Nuys, CA 91411
                           Attn:  Ramy El-Batrawi
                           Telephone: (818) 902-4300
                           Telecopy: (818) 902-4301

                           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
                           Telecopy:  (805) 568-1955


2)       if to the Secured Party:

                           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 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.

                                       16
<PAGE>

     7.03  Expenses,  Etc. The Debtor  agrees to pay or to reimburse the Secured
Party for all costs  and  expenses  (including  reasonable  attorney's  fees and
expenses) that may be incurred by the Secured Party in any effort to enforce any
of the  provisions  of  Section  6 or any of the  obligations  of the  Debtor in
respect of the Collateral or in connection with (a) the preservation of the Lien
of, or the rights of the Secured Party under this Agreement or (b) any actual or
attempted sale, lease, disposition, exchange, collection, compromise, settlement
or other  realization in respect of, or care of, the  Collateral,  including all
such costs and expenses (and reasonable  attorney's fees and expenses)  incurred
in any bankruptcy, reorganization, workout or other similar proceeding.

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

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

     7.06 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.

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

     7.08 Entire Agreement.  This Agreement contains the entire Agreement of the
parties  hereto  with  respect  to  the  transactions  contemplated  hereby  and
supersedes all previous oral and written, and all previous  contemporaneous oral
negotiations, commitments and understandings.

     7.09 Further Assurances.  The Debtor 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.

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

     7.11 Waiver of Jury Trial. THE DEBTOR AND THE SECURED PARTY HEREBY AGREE TO
WAIVE THEIR RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS  AGREEMENT OR ANY OTHER  AGREEMENTS  RELATING  HERETO 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 OR ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO.

                            [Signature Page Follows]


                                       17
<PAGE>



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

                                 The Secured Party :

                                 ULTIMATE HOLDINGS, LTD.,
                                  a  Bermuda limited company


                                 By:____________________________
                                       Name: ___________________
                                     Title: ____________________


                                 The Debtor:

                                 GENESISINTERMEDIA.COM, INC.,
                                  a Delaware corporation


                                 By:____________________________
                                       Name: ___________________
                                     Title: ____________________