Second Amendment, Extension and Addition to Securities Purchase Agreement dated
                                  July 15, 2004

This Second Amendment, Extension and Addition ("Second Amendment") to Securities
Purchase Agreement dated July 15, 2004 between Crestview Capital Master, LLC and
Genio Group,  Inc.  ("Original  Agreement")  and the  Amendment,  Extension  and
Addition to  Securities  Purchase  Agreement  dated  October  28,  2004  ("First
Amendment"), is entered into with respect to the following factual background:

A. The Company urgently requires additional capital,  which Crestview is willing
to provide only on the terms and conditions herein.

Now therefore, the parties agree as follows:

1. All capitalized terms used but not defined herein shall have the meanings set
forth for them in the  Original  Agreement,  the  First  Amendment  and  related
Transaction Documents.

2.  Crestview  shall  purchase  a  $150,000  principal  amount of Prime  Plus 2%
Convertible Debenture due April 30, 2005, in the form attached hereto as Exhibit
A (the "Prime Debenture").

3. Contemporaneous with such investment,  the Company shall reduce the Set Price
on Crestview's  existing  Amended and Restated 8%  Convertible  Debenture in the
principal amount of $1,500,000 from $0.25 to $0.023;  and the Exercise Prices of
Crestview's  Amended and  Restated  Series A-1 Warrant and Amended and  Restated
Series A-2 Warrant,  each to purchase 900,000 shares of Common Stock, from $0.60
to $0.05.  In addition,  the Company  shall reduce the Set Price on  Crestview's
existing 8% Convertible  Debenture due December 31, 2005 in the principal amount
of $300,000 from $0.20 to $0.023 and the Exercise  Price on  Crestview's  Common
Stock  Purchase  Warrant  dated October 28, 2004 to purchase  750,000  shares of
Common Stock, from $0.40 to $0.05.

In addition, Section 4(d)(ii) of each Debenture and Section 3(c) of each Warrant
shall be of no further  force and effect  from and after the date of issuance of
the Prime Debenture.

4. From and after the date of issuance of the Prime  Debenture,  Crestview shall
have the right,  but not the obligation,  to appoint such number of directors of
the Company as shall constitute a majority of the Board of Directors, until such
time as the  Debentures  and the Prime  Debenture  have been fully  converted or
otherwise  paid in full.  None of such  directors  shall have any  obligation to
disclose any events set forth in Item 401(f) of SEC Regulation S-K.

5. Upon  execution  of this  Amendment,  Crestview  shall  execute and deliver a
release  in the form of  Exhibit B hereto to each of  Timothy  R.  Curran,  Gary
Mankoff and Matthew J. Cohen.

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6. All  Underlying  Shares shall be  Registrable  Securities  under the existing
Registration Rights Agreement.

7. Closing of the purchase of the Prime  Debenture  shall be  conditioned on the
following occurrences:

         a. One or more investors of whom Steven Horowitz is an affiliate, shall
have  simultaneously  purchased a Prime  Debenture  in the  principal  amount of
$150,000;

         b. Shai Bar-Lavi  shall have  tendered to the Company for  cancellation
and without  consideration  (other  than  nominal  consideration)  all shares of
Common Stock  beneficially owned by him; and the Company shall have delivered to
Crestview (i) a written certification from its Chief Executive Officer,  Matthew
J. Cohen,  that all of such shares have been  tendered and  cancelled and (ii) a
written  certification  from Bar-Lavi  that he  personally  has no beneficial or
pecuniary interest in any shares which remain outstanding  following application
of this provision.

8. All other terms and  conditions  of the Original  Agreement  and  Transaction
Documents shall remain in full force and effect.

In witness  whereof,  the parties  hereto have  executed  this  Amendment  as of
February 15, 2005.

Crestview Capital Master, LLC               Genio Group, Inc.

By:                                         By:     Matthew J. Cohen
Title:                                      Title:  Chief Executive Officer