THE SECURITIES  EVIDENCED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW, AND
SUCH SECURITIES MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THE
SAME ARE REGISTERED AND QUALIFIED IN ACCORDANCE  WITH THE ACT AND ANY APPLICABLE
STATE SECURITIES LAWS, OR IN THE OPINION OF COUNSEL  REASONABLY  SATISFACTORY TO
THE BORROWER SUCH  REGISTRATION AND QUALIFICATION ARE NOT REQUIRED UNDER THE ACT
AND APPLICABLE STATE SECURITIES LAW.


                                 PROMISSORY NOTE


US$6,000,000                                                      April 28, 2000
                                                            Van Nuys, California

     FOR VALUE RECEIVED,  GenesisIntermedia.com,  Inc., a Delaware  corporation,
(the "Company"), hereby promises to pay to the order of Ultimate Holdings, Ltd.,
a  Bermuda  limited  company  ("Lender"),  at  Lender's  principal  office,  the
principal sum of Six Million United States Dollars (US$6,000,000) or such lesser
amount  as shall  equal the  unpaid  principal  amount of the Loans  made by the
Lender to the Company under the Note Purchase Agreement (this "Note"), in lawful
money of the  United  States of  America  and in  immediately  available  funds,
together with interest on the unpaid principal amount for the period  commencing
on the date or dates of  disbursement  shown on Schedule 1 attached hereto (some
which may precede the date  hereof) at the rate of eleven and  one-half  percent
(11.5%) per annum.  Interest shall be paid on the dates set forth on Schedule
1. The Maturity Date of this Note shall be April 28, 2005.

     The date, amount and interest payment dates of each Loan made by the Lender
to the Company,  and each payment made on account of the principal of such Loan,
shall be recorded by the Lender on its books and,  prior to any transfer of this
Note,  endorsed  by the  Lender  on  Schedule  1  attached  to this  Note or any
continuation  of Schedule 1, provided that the failure of the Lender to make any
such recordation or endorsement  shall not affect the obligations of the Company
to make a payment when due of any amount owing under the Note Purchase Agreement
or under this Note in respect of the Loans made by the Lender.

     This Note is the Note  referred to and is subject to the further  terms and
conditions  set  forth in the Note  Purchase  Agreement  of even  date  herewith
between the Company and the Lender (the "Note Purchase  Agreement") and evidence
the Loans  made by the  Lender  under  the Note  Purchase  Agreement.  Except as
otherwise indicated, capitalized terms used herein have the meanings ascribed to
them in the Note Purchase Agreement.

     This Note may be prepaid in full or in part,  at any time without  penalty.
Principal  and  interest  are  payable in lawful  money of the United  States of
America.

<PAGE>
     Upon the  occurrence  of an Event of Default and without  demand or notice,
Lender will have the option to declare the entire balance of principal  together
with all accrued  interest  thereon  immediately due and payable and to exercise
all rights and remedies available to it under any or all of the Documents.  Upon
the  occurrence  of an Event of  Default  (and so long as such  Event of Default
shall  continue),  the entire  balance of  principal  together  with all accrued
interest  thereon  shall  bear  interest  at the then  applicable  rate plus two
percent  (2%).  No delay or omission on the part of Lender  hereof in exercising
any right  under this Note or the Note  Purchase  Agreement  shall  operate as a
waiver  of such  right.  The  application  of this  default  rate  shall  not be
interpreted  or deemed to extend any cure period set forth in the Note  Purchase
Agreement or otherwise limit any of Lender's remedies hereunder or thereunder.

     The  Company  hereby  waives  diligence,  presentment,  protest and demand,
notice of protest,  dishonor and  nonpayment of this Note and  expressly  agrees
that,  without in any way  affecting  the  liability  of the Company  hereunder,
Lender may extend any maturity  date or the time for payment of any  installment
due hereunder,  accept security,  release any party liable hereunder and release
any security now or hereafter securing this Note. The Company further waives, to
the full extent  permitted  by law,  the right to plead any and all  statutes of
limitations  as a defense to any  demand on this Note,  or on any deed of trust,
security agreement,  lease assignment,  guaranty or other agreement, if any, now
or hereafter securing this Note.

     If this Note is not paid when due or if any Event of  Default  occurs,  the
Company  promises to pay all costs of enforcement and collection,  including but
not limited to, Lender's  reasonable  attorneys' fees, whether or not any action
or proceeding is brought to enforce the provisions hereof.

     Every provision of this Note is intended to be severable.  In the event any
term or provision hereof is declared by a court of competent  jurisdiction to be
illegal or invalid for any reason  whatsoever,  such  illegality  or  invalidity
shall not affect the balance of the terms and provisions hereof, which terms and
provisions shall remain binding and enforceable.

     It is the intent of the  Company and Lender in the  execution  of this Note
and all other  instruments  securing this Note that the loan evidenced hereby be
exempt from the  restrictions of applicable usury laws of any  jurisdiction.  In
the event that,  for any reason,  it should be  determined  that any  applicable
usury law of any jurisdiction is applicable to this Note, Lender and the Company
stipulate and agree that none of the terms and provisions contained herein or in
the Note  Purchase  Agreement  shall ever be  construed to create a contract for
use,  forbearance or detention of money requiring  payment of interest at a rate
in  excess  of the  maximum  interest  rate  permitted  to be  charged  by  such
applicable  laws. In such event, if any Lender of this Note shall collect monies
which are deemed to  constitute  interest  which would  otherwise  increase  the
effective  interest  rate on this Note to a rate in excess of the  maximum  rate
permitted to be charged by the applicable  laws of such  jurisdiction,  all such
sums deemed to constitute  interest in excess of such maximum rate shall, at the
option of  Lender,  be  credited  to the  payment of the sums due  hereunder  or
returned to the Company.

     In this Note, the singular shall include the plural and the masculine shall
include  the  feminine  and neuter  gender,  and vice  versa,  if the context so
requires.

     This Note shall be governed by, and construed in accordance  with,  the law
of the State of California applicable to contracts made and performed within the
State of California.

                            [Signature page follows]

                                       2
<PAGE>



     IN WITNESS WHEREOF,  the Company has caused this Note to be executed by its
duly authorized officer.

                          COMPANY:

                          GENESISINTERMEDIA.COM, INC.,
                          a Delaware corporation


                         By: ___________________________
                               Ramy Y. El-Batrawi
                               Chairman

<PAGE>