REGISTRATION RIGHTS AGREEMENT

     This REGISTRATION  RIGHTS AGREEMENT (this  "Agreement") is made and entered
into as of July 2, 2001, by and between  Riverdale  LLC, a Delaware  corporation
(the "Securityholder") and GenesisIntermedia,  Inc., a Delaware corporation (the
"Company").

     WHEREAS the  Company  and the  Securityholder  have  entered  into a letter
agreement  dated  July 2,  2001,  pursuant  to which  Securityholder  has made a
conditional  commitment  to  provide  loans to Company  and to  provide  certain
investment  banking  services  ,  each  on the  basis  set  forth  therein  (the
"Agreement");

     WHEREAS as part of the Agreement,  the Company is  simultaneously  herewith
issuing to the Securityholder warrants (the "Warrants") to purchase an aggregate
of 4,000,000  shares of the Company's  common stock,  par value $0.001 per share
(the  "Common  Stock")  subject  to the  terms and  conditions  set forth in the
Warrant Agreement (as defined below);

     WHEREAS as part of the Agreement,  Ramy El-Batrawi,  the Chairman and Chief
Executive  Officer of the  Company,  has  agreed to grant to the  Securityholder
options (the  "Options")  to purchase an  aggregate  of 1,500,000  shares of the
Company's  Common  Stock  subject to the terms and  conditions  set forth in the
Option Agreement (as defined below); and

     WHEREAS  the  Company  and the  Securityholder  wish  to  enter  into  this
Agreement  to provide for certain  registration  rights for the shares of Common
Stock issuable upon exercise of the Warrants and underlying the Options.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants  and  obligations   hereinafter   set  forth,   the  Company  and  the
Securityholder, intending legally to be bound, hereby agree as follows.


     SECTION 1. DEFINITIONS.  As used in this Agreement,  capitalized terms used
herein and not otherwise defined shall have the meaning ascribed to them in, the
Warrant Agreement,  the Option Agreement and the Letter Agreement. The following
terms shall have the following meanings:

     "Affiliate"  of any Person  means any other  Person who either  directly or
indirectly is in Control of, is Controlled  by, or is under common  Control with
such Person.

     "Business  Day" shall mean any  Monday,  Tuesday,  Wednesday,  Thursday  or
Friday that is not a day on which banking  institutions  in the City of New York
are authorized by law, regulation or executive order to close.

     "Capital  Stock"  shall mean any and all shares,  interests,  participation
rights  or  other  equivalents  (however  designated)  of  capital  stock of the
Company,  and any and all rights,  warrants  and options to purchase  any of the
foregoing.

     "Closing" shall mean the date hereof.

     "Commission" or "SEC" shall mean the Securities and Exchange  Commission or
any other federal agency at the time administering the Securities Act.

     "Company" shall mean GenesisIntermedia,  Inc., a Delaware corporation,  and
any successor to GenesisIntermedia,  Inc. by way of merger, consolidation, share
exchange, or other reorganization or recombination.
<PAGE>

     "Control" shall mean the power to direct the affairs of an entity by reason
of ownership of equity securities, by contract, or otherwise.

     "Current  Registration  Statements"  shall mean the Company's  Registration
Statement  on Form S-3  filed  with  the SEC on April  18,  2001  (SEC  File No.
333-59122),  as  amended  from  time to  time,  and the  Company's  Registration
Statement  on Form  S-3  filed  with  the SEC on July  10,  2000  (SEC  File No.
333-41120), as amended from time to time.

     "Daily Delay Payment" shall mean a daily cash payment equal to $35,000.

     "Exchange Act" shall mean the  Securities  Exchange Act of 1934, as amended
(or any  similar  successor  federal  statute),  and the rules  and  regulations
thereunder, as the same are in effect from time to time.

     "Option  Agreement"  shall mean the Option  Agreement  dated as of the date
hereof between Securityholder and Ramy El-Batrawi.

     "Person"  shall  mean any  individual,  sole  proprietorship,  partnership,
limited liability company, joint venture,  trust,  unincorporated  organization,
association,  corporation,  institution,  public benefit corporation,  entity or
government  (whether  federal,  state,  county,  city,  municipal or  otherwise,
including, any instrumentality, division, agency, body or department thereof).

     "Prospectus"  shall  mean  the  prospectus  included  in  any  Registration
Statement, as amended or supplemented by a prospectus supplement with respect to
the terms of the offering of any portion of the Registrable  Securities  covered
by such  Registration  Statement and by all other  amendments and supplements to
the   prospectus,   including   post-effective   amendments   and  all  material
incorporated by reference in such prospectus.

     "Register,"  "Registered" and "Registration"  shall refer to a registration
effected by preparing and filing a registration statement in compliance with the
Securities  Act  and  applicable  rules  and  regulations  thereunder,  and  the
declaration or ordering of the effectiveness of such registration statement.

     "Registrable Class" shall mean the class of Capital Stock that includes the
Registrable Securities.

     "Registrable  Securities" shall mean (i) the Common Stock or the securities
issued or issuable to  Securityholder  upon exercise of the  Warrants,  (ii) all
Common Stock transferred or transferable to Securityholder  upon exercise of the
Options,  (iii) any common stock of the Company  issued as (or issuable upon the
conversion or exercise of any warrant,  right or other  security which is issued
as)  a  dividend,  split  or  reverse  split,   combination,   recapitalization,
reclassification,  merger or consolidation, exchange, or other distribution with
respect to, or in exchange for or in  replacement  of, the shares  referenced in
(i) and (ii) above,  excluding in all cases, however, any Registrable Securities
sold by the Securityholder in a transaction in which the Securityholder's rights
under  this  Agreement  are  specifically  not  assigned.  In  addition,  should
Securityholder  become an Affiliate  of the Company  while  holding  Registrable
Securities,  then any other  securities  of the Company  held by  Securityholder
shall also be Registrable  Securities.  Notwithstanding  the  foregoing,  common
stock or other securities shall only be treated as Registrable Securities if and
so long as they  have not been (A) sold to or  through  a broker  or  dealer  or
underwriter in a registered  public  distribution,  or (B) sold in a transaction
exempt  from  the  registration  and  prospectus  delivery  requirements  of the
Securities  Act under  Section  4(1)  thereof  (including  Rule 144  promulgated
thereunder)  so that all transfer  restrictions,  and  restrictive  legends with

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<PAGE>
respect  thereto,  if any,  are removed upon the  consummation  of such sale and
securities  issuable upon any stock split, stock dividend,  recapitalization  or
similar event with respect to the foregoing.

     "Registration  Expenses"  shall have the  definition set forth in Section 7
hereof.

     "Registration Statement" shall mean any registration statement which covers
any of the Registrable  Securities pursuant to the provisions of this Agreement,
including the Prospectus  included  therein,  all amendments and  supplements to
such Registration Statement,  including post-effective  amendments, all exhibits
and all material incorporated by reference in such Registration Statement.

     "Required  Effective  Date" shall mean  September  27, 2001 or such earlier
date on which Ramy El-Batrawi shall have disposed in any way, including, but not
limited to, by the grant of any right to purchase, of any shares of Common Stock
owned by him

     "Rule 144" shall mean Rule 144  promulgated  under the  Securities  Act, as
amended  from time to time,  or any similar  successor  rule thereto that may be
promulgated by the SEC.

     "Rule 144A" shall mean Rule 144A  promulgated  under the Securities Act, as
amended  from time to time,  or any similar  successor  rule thereto that may be
promulgated by the SEC.

     "Rule 415" shall mean Rule 415  promulgated  under the  Securities  Act, as
amended  from time to time,  or any similar  successor  rule thereto that may be
promulgated by the SEC.

     "Securities  Act" shall mean the Securities Act of 1933, as amended (or any
similar successor federal statute), and the rules and regulations thereunder, as
the same are in effect from time to time.

     "Shelf Registration" shall mean the registration of Registrable  Securities
for sale on a continuous or delayed basis pursuant to Rule 415.

     "Shelf Registration Statement" shall mean a Registration Statement filed in
connection with a Shelf Registration.

     "Warrant  Agreement" shall mean the Warrant  Agreement dated as of the date
hereof between the Securityholder and the Company.

     "Underwritten   Offering"  shall  mean  a  registered   offering  in  which
securities of the Company are sold to an  underwriter  for resale to the general
public.

     SECTION 2. SECURITIES SUBJECT TO THIS AGREEMENT. The securities entitled to
the benefits of this Agreement are the  Registrable  Securities.  This Agreement
will  terminate with respect to the  Securityholder  at such time as Rule 144 or
another similar  exemption under the Securities Act is available for the sale of
all of the  Securityholder's  Registrable  Securities without  restriction as to
volume.

     SECTION 3. REQUIRED AND DEMAND REGISTRATIONS.

     (a) REQUIRED REGISTRATION.  The Company shall file a Registration Statement
as  promptly  as  possible  after  the date  hereof  and  shall  cause to become
effective on or before the Required  Effective Date relating to, the Registrable
Securities  held  by  the  Securityholder  on the  date  hereof.  To the  extent
practicable, such Registration shall be effected as a Shelf Registration.

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<PAGE>

     (b) DEMAND  REGISTRATION.  Upon the written  request of the  Securityholder
requesting that the Company effect the Registration under the Securities Act, at
any time 90 days after the  Closing,  the Company  will use its best  efforts to
effect, as expeditiously as possible,  the Registration under the Securities Act
of such Registrable Securities; provided, however, that the Company shall not be
obligated to effect more than two demand registrations  pursuant to this Section
3. To the extent  practicable,  such  Registration  shall be effected as a Shelf
Registration but may, at the request of the  Securityholder,  be an underwritten
registration..

     (c) EFFECTIVENESS OF REGISTRATION STATEMENT.  The Company agrees to use its
best efforts to (i) cause the Registration Statement relating to any required or
demand  registration  pursuant to this Section 3 to become effective as promptly
as  practicable;  (ii)  thereafter keep such  Registration  Statement  effective
continuously  for the period  specified in the next  succeeding  paragraph;  and
(iii) prevent the occurrence of any event of the kinds described in clauses (4),
(5) and (6) of Section 5(a)(iii).

     A required or demand registration requested pursuant to this Section 3 will
not be deemed to have been effected unless the Registration  Statement  relating
thereto has become effective under the Securities Act and remained  continuously
effective  (except as otherwise  permitted  under this  Agreement)  for a period
ending on the date on which  all  Registrable  Securities  covered  thereby  are
eligible for sale without limitation as to volume pursuant to Rule 144), subject
to extension as provided in the final paragraph of Section 5(a), and the date on
which all Registrable  Securities  covered by such  Registration  Statement have
been  sold  and  the  distribution  contemplated  thereby  has  been  completed;
provided,  however,  that if,  after  such  Registration  Statement  has  become
effective,   the  offering  of  the  Registrable  Securities  pursuant  to  such
registration is interfered  with by any stop order,  injunction or similar order
of the SEC or other  governmental  agency or court  (other than by reason of any
untrue  statement of a material fact or any omission of a material fact required
to be stated in the  Registration  Statement or necessary to make the statements
therein not misleading,  to the extent, but only to the extent, that such untrue
statement or omission is contained  in any  information  furnished in writing by
the  Securityholder  to the Company  specifically for inclusion  therein),  such
registration will be deemed not to have been effected. The Company undertakes to
use its best efforts to cause such interference to be removed or terminated.

     (d) INCLUSION OF OTHER SECURITIES. The Company, and any other holder of the
Company's  securities who has  registration  rights (an  "additional  requesting
holder"),  may include its  securities  in any  required or demand  registration
effected  pursuant to this Agreement;  provided,  however,  that if the managing
underwriter or underwriters  of a proposed  Underwritten  Offering  contemplated
thereby  advise the  Securityholder  in writing that the total amount or kind of
securities which the Company or any such additional requesting holder intends to
include in such proposed public  offering is sufficiently  large or of a type to
materially  adversely  affect  the  success  of  the  proposed  public  offering
requested by the Securityholder, then the amount of securities to be offered for
the  account of the Company or any such  additional  requesting  holder,  except
Securityholder, shall be reduced pro rata, to zero if necessary.

     (e) DELAY OF REGISTRATION.  Notwithstanding the terms of this Section 3, if
the Company shall  furnish to the  Securityholder  a  certificate  signed by the
President of the Company stating that in the good faith judgment of the Board of
Directors of the Company,  it would be seriously  detrimental to the Company and


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<PAGE>

its stockholders for such Registration Statement to be filed and it is therefore
essential to defer the filing of such Registration Statement,  the Company shall
have the right to defer such  filing for a period of not more than 90 days after
receipt  of the  request of the  Securityholders;  provided,  however,  that the
Company  may not  utilize  this  right with  respect to a required  registration
pursuant to Section 3 (a), more than once in any 12-month period with respect to
registration  requests made pursuant to Section 3(b) provided that the aggregate
of the  period of any such  deferral  and the  period in which  dispositions  of
Registrable  Securities  are  restricted  pursuant to this Section 3 and Section
10(c) shall not exceed 120 days in any 12-month period.

     Notwithstanding  the  foregoing  provisions  of this Section  3(e),  if the
Registration  Statement  relating to the required  Registration  provided for in
Section 3(a) has not become effective on or before the Required  Effective Date,
then the Company shall pay to the  Securityholder a Daily Delay Payment for each
Business  Day  following  the  Required  Effective  Date that such  Registration
Statement is not so effective.  Notwithstanding  the  foregoing,  there shall be
excluded  from the  calculation  of the  number of days  that such  Registration
Statement has not been declared effective delays that are solely attributable to
delays in the Securityholder providing information required for the Registration
Statement.  Each Daily Delay  Payment will be payable to the  Securityholder  in
cash or other  immediately  available  funds on the date that such  Daily  Delay
Payment is incurred.


     SECTION 4. PIGGYBACK  REGISTRATION.  If the Company at any time proposes to
file a registration  statement  with respect to any class of equity  securities,
whether for its own account (other than the Current  Registration  Statements or
in connection  with any  registration  statement  contemplated by Section 3 or a
registration  statement on Form S-4 or S-8 (or any  successor  or  substantially
similar form), or a registration  statement filed in connection with an exchange
offer  or   offering   or   securities   solely   to  the   Company's   existing
securityholders), or for the account of a holder of securities of the Company (a
"Requesting  Securityholder"),  then the Company shall in each case give written
notice of such proposed filing to the  Securityholder  at least 15 Business Days
before the  anticipated  filing date of any such  registration  statement by the
Company,  and such notice shall offer to the  Securityholder  the opportunity to
have  any or  all  of the  Registrable  Securities  held  by the  Securityholder
included in such registration  statement.  If the Securityholder desires to have
its Registrable  Securities  registered under this Section 4, the Securityholder
shall so advise the Company in writing  within 15 days after the date of receipt
of such  notice  (which  request  shall  set forth  the  amount  of  Registrable
Securities for which  registration is requested),  and the Company shall include
in such Registration  Statement all such Registrable  Securities so requested to
be included therein.  Notwithstanding the foregoing, if the managing underwriter
or  underwriters  of any such proposed  public  offering  advises the Company in
writing that the total amount or kind of  securities  which the  Securityholder,
the  Company and any other  persons or entities  intended to be included in such
proposed public offering is sufficiently  large to materially  adversely  affect
the success of such  proposed  public  offering,  then (A) the amount or kind of
securities  to be  offered  for the  accounts  of the  Company  and  holders  of
securities of the Company  (except for the  Securityholder),  to the extent that
the  Company  did not  initiate  such  registration  for its own account or such
holders of securities are not Requesting Securityholders, shall first be reduced
pro rata, and (B) if the amount of securities to be offered for such accounts is
reduced to zero, to the extent  further  reduction is  necessary,  the amount or
kind of  securities  to be offered for the account of the  Securityholder  shall
next be reduced to the extent  necessary  to reduce the total  amount or kind of
securities to be included in such proposed public offering to the amount or kind


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<PAGE>

recommended by such managing  underwriter or underwriters  before the securities
offered by the Company, to the extent the Company has initiated the registration
for its own account,  or any Requesting  Securityholder,  are so reduced. If the
securities  proposed to be  included by the  Securityholder  are  reduced,  then
number of  registration  requests  permitted to the  Securityholder  pursuant to
Section 3(a) shall be increased by one for each such reduction.

     Notwithstanding  the foregoing,  the Company may withdraw any  registration
statement  that is  subject  to this  Section 4 at any time prior to the time it
became effective.


     SECTION 5. REGISTRATION PROCEDURES.

     (a) GENERAL.  In  connection  with the Company's  Registration  obligations
hereunder, the Company will:

          (i) prepare and file with the SEC a new Registration Statement or such
     amendments  and  post-effective  amendments  to  an  existing  Registration
     Statement as may be necessary to keep such Registration Statement effective
     for the time periods set forth in Section 3, provided that no  Registration
     Statement  shall be  required  to remain in  effect  after all  Registrable
     Securities  covered  by such  Registration  Statement  have  been  sold and
     distributed as contemplated by such Registration Statement,  and, provided,
     further,  that as soon as  practicable,  but in no event  later  than three
     Business  Days  before  filing  such  Registration  Statement,  any related
     Prospectus or any amendment or supplement thereto, other than any amendment
     or  supplement  which is  automatically  and  solely  made as a  result  of
     incorporation  by reference of documents  filed with the SEC  subsequent to
     the filing of such Registration Statement, the Company shall furnish to the
     Securityholder  and the underwriters,  if any, copies of all such documents
     proposed to be filed, which documents shall be subject to the review of the
     Securityholder.

          (ii) not file any Registration  Statement or amendment  thereto or any
     Prospectus  or  any  supplement   thereto  (other  than  any  amendment  or
     supplement  which  is  automatically   and  solely  made  as  a  result  of
     incorporation  by reference of documents  filed with the SEC  subsequent to
     the  filing  of  such   Registration   Statement)  to  which  the  managing
     underwriters  of the  applicable  offering,  if any, or the  Securityholder
     shall  have  reasonably  objected  in  writing  to  the  effect  that  such
     Registration  Statement or amendment  thereto or  Prospectus  or supplement
     thereto does not comply in all material  respects with the  requirements of
     the Securities  Act (provided that the foregoing  shall not limit the right
     of the  Securityholder  when  its  shares  are  covered  by a  Registration
     Statement to reasonably  object,  within two Business Days after receipt of
     such documents,  to any particular  information  that is to be contained in
     such  Registration  Statement,  amendment,  Prospectus or  supplement  that
     relates specifically to the Securityholder,  including, without limitation,
     any information describing the manner in which the Securityholder  acquired
     such  Registrable   Securities  and  the  intended  method  or  methods  of
     distribution of such Registrable Securities),  and if the Company is unable
     to file any such document due to the objections of such underwriters or the
     Securityholder,  the Company  shall use its best efforts to cooperate  with
     such  underwriters  and  the   Securityholder   to  prepare,   as  soon  as
     practicable,  a document that is responsive in all material respects to the
     reasonable  objections of such underwriters and the  Securityholder;  cause
     the Prospectus to be  supplemented by any required  Prospectus  supplement,
     and  as so  supplemented  to be  filed  pursuant  to  Rule  424  under  the
     Securities  Act;  and comply  with the  provisions  of the  Securities  Act
     applicable to the Company with respect to the disposition of all securities


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<PAGE>

     covered by such  Registration  Statement  during the  applicable  period in
     accordance  with the  intended  method or  methods of  distribution  by the
     sellers thereof set forth in such  Registration  Statement or supplement to
     the Prospectus;

          (iii) notify the  Securityholder  promptly (1) when a new Registration
     Statement,  Prospectus  or  any  Prospectus  supplement  or  post-effective
     amendment  has  been  filed,  and,  with  respect  to any new  Registration
     Statement or post-effective amendment, when it has become effective, (2) of
     any request by the SEC for amendments or  supplements  to any  Registration
     Statement or Prospectus or for additional information,  (3) of the issuance
     by the SEC of any  comments  with  respect to any  filing,  (4) of any stop
     order suspending the  effectiveness  of any  Registration  Statement or the
     initiation  of any  proceedings  for  that  purpose,  (5) in the case of an
     Underwritten Offering, if at any time the representations and warranties of
     the  Company  contemplated  by  paragraph  (xii) below cease to be true and
     correct as of any time they are required to be true and correct, (6) of any
     suspension of the  qualification of the Registrable  Securities for sale in
     any  jurisdiction  or the  initiation or  threatening of any proceeding for
     such  purpose  and  (7) of the  happening  of any  event  which  makes  any
     statement of a material fact made in any Registration Statement, Prospectus
     or any document  incorporated therein by reference untrue or which requires
     the making of any changes in any Registration Statement,  Prospectus or any
     document  incorporated therein by reference in order to make the statements
     therein (in the case of any Prospectus,  in the light of the  circumstances
     under  which they were  made) not  misleading;  and make  every  reasonable
     effort to obtain as promptly as practicable  the withdrawal of any order or
     other action suspending the effectiveness of any Registration  Statement or
     suspending the  qualification or registration  (or exemption  therefrom) of
     the Registrable Securities for sale in any jurisdiction;

          (iv)  if  reasonably   requested  by  the  managing   underwriter   or
     underwriters or the  Securityholder  when Registrable  Securities are being
     sold in connection with an Underwritten Offering, promptly incorporate in a
     Prospectus  supplement or post-effective  amendment such information as the
     managing  underwriters  and the  Securityholder  agree  should be  included
     therein  relating  to the sale of the  Registrable  Securities,  including,
     without  limitation,  information  with respect to the aggregate  number of
     shares of  Registrable  Securities  being  sold to such  underwriters,  the
     purchase price being paid therefor by such underwriters and with respect to
     any other terms of the Underwritten Offering of the Registrable  Securities
     to be sold in such offering; and promptly make all required filings of such
     Prospectus supplement or post-effective amendment;

          (v)  promptly  after  the  filing  of  any  document  which  is  to be
     incorporated  by reference  into a  Registration  Statement or  Prospectus,
     provide a copy of such document to the Securityholder;

          (vi)  furnish to the  Securityholder,  without  charge,  the number of
     manually  signed copies and as many  conformed  copies as may reasonably be
     requested,   of  the  then   effective   Registration   Statement  and  any
     post-effective  amendments  thereto,  including  financial  statements  and
     schedules, all documents incorporated therein by reference and all exhibits
     (including those incorporated by reference);

          (vii) deliver to the Securityholder, without charge, as many copies of
     the  then  effective  Prospectus  (including  each  prospectus  subject  to
     completion) and any amendments or supplements thereto as the Securityholder
     may reasonably request;

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<PAGE>

          (viii) use reasonable best efforts to register or qualify or cooperate
     with the Securityholder and its counsel in connection with the registration
     or qualification  of such  Registrable  Securities for offer and sale under
     the securities or blue sky laws of such jurisdictions as the Securityholder
     reasonably  requests  in  writing  and do any and all other  acts or things
     reasonably  necessary  or  advisable  to  enable  the  disposition  in such
     jurisdictions of the Registrable  Securities  covered by the then effective
     Registration  Statement;  provided,  however,  that the Company will not be
     required to (1) qualify to do business in any  jurisdiction  where it would
     not otherwise be required to qualify,  but for this paragraph (viii) or (2)
     subject itself to general taxation in any such jurisdiction  where it would
     not otherwise be subject to such taxation;

          (ix)  cooperate  with the  Securityholder  to  facilitate  the  timely
     preparation   and  delivery  of   certificates   representing   Registrable
     Securities to be sold and not bearing any restrictive  legends;  and enable
     such Registrable  Securities to be in such  denominations and registered in
     such names as the  Securityholder  may request at least two  Business  Days
     prior to any sale of  Registrable  Securities  to the  underwriters  or any
     other Person;

          (x) upon the  occurrence  of any event  contemplated  by clause (7) of
     paragraph (iii) above, promptly prepare and furnish to the Securityholder a
     reasonable number of copies of a supplement or post-effective  amendment to
     the  Registration  Statement  or the  related  Prospectus  or any  document
     incorporated  therein by reference or file any other  required  document so
     that,  as  thereafter  delivered  to  the  purchasers  of  the  Registrable
     Securities,  the  Prospectus  will not  contain  an untrue  statement  of a
     material  fact or omit to state any  material  fact  necessary  to make the
     statements  therein,  in the light of the  circumstances in which they were
     made, not misleading;

          (xi) cause all  Registrable  Securities  covered  by the  Registration
     Statement to be listed on each  securities  exchange (or  quotation  system
     operated by a national  securities  association) on which securities of the
     same class  issued by the Company are then  listed,  and provide a transfer
     agent for such  Registrable  Securities no later than the effective date of
     such Registration Statement;

          (xii)  in  the  case  of  an  Underwritten  Offering,  enter  into  an
     underwriting  agreement  and take  all such  other  actions  in  connection
     therewith  in order to expedite  and  facilitate  the  disposition  of such
     Registrable Securities, in each case as is reasonable and customary, and in
     connection  therewith,  (1) make such representations and warranties to the
     Securityholder  and the  underwriters  in form,  substance and scope as are
     customarily  made by  issuers to  underwriters  in  secondary  underwritten
     offerings;  (2)  obtain  opinions  of counsel to the  Company  and  updates
     thereof (which counsel and opinions (in form, scope and substance) shall be
     reasonably  satisfactory to the  underwriters  and the  Securityholder  and
     shall  cover the  matters  customarily  covered in  opinions  requested  in
     secondary   underwritten  offerings  and  such  other  matters  as  may  be
     reasonably  requested by the Securityholder  and underwriters);  (3) obtain
     "cold comfort"  letters and updates thereof from the independent  certified
     public  accountants of the Company addressed to the  Securityholder and the
     underwriters,  such letters to be in customary form and covering matters of
     the type  customarily  covered in "cold comfort" letters in connection with
     secondary  underwritten  offerings;  (4) provide such  indemnification  and
     contribution  undertakings  pursuant to such underwriting  agreement as are
     customarily  included in such  agreements  or  reasonably  required by such
     underwriters;  and (5) deliver such  documents and  certificates  as may be
     reasonably requested by the Securityholder and the managing underwriters to

                                       8
<PAGE>

     evidence compliance with clause (1) above and with any customary conditions
     contained in the underwriting  agreement or other agreement entered into by
     the Company in respect of the relevant offering. The above shall be done at
     each closing under such underwriting or similar agreement;

          (xiii) provide a CUSIP number for the Registrable  Securities no later
     than the effective date of such Registration Statement;

          (xiv)  in  the  case  of  any  nonunderwritten  offering:  (1)  obtain
     customary and reasonable  opinions of counsel to the Company at the time of
     effectiveness  of such  Registration  Statement  covering such offering and
     updates thereof of customary  frequency,  addressed to the  Securityholder;
     (2) obtain "cold comfort"  letters from the  independent  certified  public
     accountants  of  the  Company  at  the  time  of   effectiveness   of  such
     Registration Statement and, upon the request of the Securityholder, updates
     thereof  of   customary   frequency,   in  each  case   addressed   to  the
     Securityholder  and covering  matters  that are no more  extensive in scope
     than would be  customarily  covered in "cold  comfort"  letters and updates
     obtained in secondary underwritten offerings by issuers with similar market
     capitalization  and reporting and  financial  histories;  provided that any
     letter or update described in this clause (2) shall only be required to the
     extent  such  letters  are  being  issued  in  respect  of  nonunderwritten
     secondary  offerings under then prevailing  accounting  practices;  and (3)
     deliver a certificate of a senior  executive  officer of the Company at the
     time of effectiveness of such Registration  Statement and, upon the request
     of  the  Securityholder,  updates  thereof  of  customary  frequency,  such
     certificates to cover matters no more extensive in scope than those matters
     customarily covered in officer's  certificates delivered in connection with
     underwritten  offerings by issuers with similar market  capitalization  and
     reporting and financial histories;

          (xv)  otherwise  use its best  efforts to comply  with all  applicable
     rules and regulations of the SEC and the federal and state  securities laws
     relating to such  registration and the distribution of the securities being
     offered and make  generally  available to its securities  holders  earnings
     statements  satisfying  the  provisions of Section 11(a) of the  Securities
     Act,  no later  than 60 days after the end of any  12-month  period (or 120
     days, if such period is a fiscal year)  commencing at the end of any fiscal
     quarter in which the  Registrable  Securities are sold to underwriters in a
     firm commitment or best efforts  offering,  or, if not sold to underwriters
     in such an  offering,  beginning  with the first month of the first  fiscal
     quarter commencing after the effective date of such Registration Statement,
     which earning statements shall cover such 12-month periods;

          (xvi) cooperate and assist in any filings required to be made with the
     National Association of Securities Dealers, Inc.;

          (xvii)  make  available  for  inspection  by a  representative  of the
     Securityholder,  any underwriter  participating in any disposition pursuant
     to such  Registration,  and any  attorney  or  accountant  retained  by the
     Securityholder or underwriter,  all financial and other records,  pertinent
     corporate  documents and  properties of the Company and cause the Company's
     officers,  directors  and  employees to supply all  information  reasonably
     requested  by,  and to  cooperate  fully  with,  any  such  representative,
     underwriter,  attorney or accountant in connection with such  Registration,
     and  otherwise  to cooperate  fully in  connection  with any due  diligence
     investigation;   provided  that  such   representatives,   underwriters  or
     accountants enter into a confidentiality  agreement,  in form and substance

                                       9
<PAGE>

     reasonably  satisfactory to the Company, prior to the release or disclosure
     to them of any such information, records or documents;

          (xviii)  subject to the proviso in paragraph  (viii) above,  cause the
     Registrable   Securities  covered  by  the  Registration  Statement  to  be
     registered  with  or  approved  by  such  other  governmental  agencies  or
     authorities  as may be  necessary  to  enable  the  Securityholder,  or the
     underwriters,  if  any,  thereof  to  consummate  the  disposition  of such
     Registrable  Securities  (other than as may be required by the governmental
     agencies or authorities of any foreign  jurisdiction  and other than as may
     be required by a law applicable to the  Securityholder by reason of its own
     activities or business other than the sale of Registrable Securities); and

          (xix) use its best  efforts to take all action  necessary or advisable
     to effect such  Registration  in the manner  contemplated by this Agreement
     and the applicable Registration Statement.

     The Company may require the  Securityholder  to furnish to the Company such
information regarding the Securityholder and the distribution of such securities
as the Company may from time to time reasonably request in writing.

     (b) THE SECURITYHOLDER'S  OBLIGATIONS AND RESTRICTIONS.  In connection with
any Registration  Statement in which the  Securityholder is  participating,  the
Securityholder  will furnish to the Company in writing such  information  as the
Company  reasonably  requests  which is required for use in connection  with any
such Registration Statement or related Prospectus.  The Securityholder agrees by
acquisition of such Registrable Securities that, upon receipt of any notice from
the  Company  of the  happening  of any event of the kind  described  in Section
5(a)(iii),   the  Securityholder  will  forthwith  discontinue   disposition  of
Registrable  Securities  pursuant to the then current  Prospectus  until (1) the
Securityholder  is advised in writing  by the  Company  that a new  Registration
Statement  covering the offer of  Registrable  Securities  has become  effective
under  the  Securities  Act or  (2)  the  Securityholder  receives  copies  of a
supplemented or amended Prospectus contemplated by Section 5(a)(x), or until the
Securityholder  is  advised  in  writing  by the  Company  that  the  use of the
Prospectus  may be  resumed.  If the  Company  shall have given any such  notice
during a period  when a required or demand  Registration  is in effect or if any
action is taken by the Company that results in the Securityholder not being able
to dispose of such Registrable  Securities during the applicable period, without
limiting any other remedy  available to the  Securityholder,  the Company  shall
extend the period during which such  Registration  Statement shall be maintained
effective pursuant to this Agreement by the number of days during which any such
disposition of Registrable Securities is discontinued pursuant to this paragraph
or as a result of such action.  The Company  shall use its best efforts to limit
the  duration  of  any  discontinuance   with  respect  to  the  disposition  of
Registrable  Securities  pursuant to this  paragraph.  The Company shall use its
reasonable best efforts to keep the Securityholder informed from time to time of
the status of such discontinuance and shall, as soon as permitted by law, give a
notice  which  will  permit  the  Securityholder  to  resume  disposing  of  the
Registrable Securities under this Section..

     (c) ADDITIONAL  PROCEDURES FOR SHELF  REGISTRATION.  If the  Securityholder
becomes entitled to receive any securities in respect of Registrable  Securities
that were already included in a Shelf Registration Statement,  subsequent to the
date such Shelf Registration Statement is declared effective, and the Company is
unable under the securities  laws to add such  securities to the  then-effective


                                       10
<PAGE>

Shelf   Registration   Statement,   the  Company,   as  promptly  as  reasonably
practicable, shall file, in accordance with the procedures more particularly set
forth in Section 5(a), an additional Shelf  Registration  Statement with respect
to any such new Registrable  Securities.  The Company shall use its best efforts
to have  any  such  additional  Registration  Statement  declared  effective  as
promptly as reasonably practicable after such filing and to keep such additional
Shelf Registration  Statement continuously effective during the period specified
in the second  paragraph of Section 3(b). A request to file an additional  Shelf
Registration  Statement pursuant to this paragraph shall not constitute a demand
under Section 3(b).

     SECTION 6. HOLDBACK AND LOCK-UP AGREEMENTS.

     (a) In the case of any  underwritten  offering  of  Registrable  Securities
pursuant to Section 3, including under any Shelf Registration Statement, each of
the  Company  and Ramy  El-Batrawi  agrees,  if and to the extent  requested  in
writing by the managing underwriter or underwriters administering such offering,
as promptly as reasonably  practicable  prior to the  commencement of the 15-day
period referred to below,  not to effect any public sale or distribution  (other
than sales pursuant to the same Registration  Statement, as permitted under this
Agreement, or the Current Registration  Statements,  or any registration on Form
S-8 or S-4 (or any  successor or  substantially  similar form or a  registration
statement  filed in connection  with an exchange offer or offering of securities
solely to the Company's existing securityholders)),  of any equity securities of
the Company  during the period  beginning  15 days prior to the closing  date of
each  underwritten  offering  of  Registrable  Securities  and during the period
ending on the earlier of (i) 90 days after such  closing  date and (ii) the date
such  sale  or  distribution  is  permitted  by  such  managing  underwriter  or
underwriters.  Any  agreement  entered  into  after  the date of this  Agreement
pursuant to which the  Company  issues or agrees to issue any  privately  placed
securities  similar to any issue of the Registrable  Securities  shall contain a
provision under which holders of such securities  agree not to effect any public
sale or distribution of any such securities during such period.

     (b) The  Securityholder  agrees that for a period of one year from the date
hereof it shall not directly or indirectly sell, offer to sell, contract to sell
(including, without limitation, any short sale or loan of securities), grant any
option to purchase or otherwise transfer or dispose of (other than to Affiliates
of the Securityholder  (and the equityholders of any successor entities thereto)
and their  Affiliates  that agree to be  similarly  bound) any of the Options or
Warrants, the Registrable Securities provided,  however, that if Ramy El-Batrawi
or any entity  controlled by him disposes of any shares of Company common stock,
including by grant of options  thereon,  during that one-year  period other than
pursuant  to  exercise of the  Option,  then the  obligation  on the part of the
Securityholder  not to dispose of such  securities  shall be terminated  and the
Securityholder  shall  thereafter  be  entitled  to sell any of the  Options  or
Warrants or the Registrable Securities in any lawful manner..

     SECTION 7.  REGISTRATION  EXPENSES.  All expenses incident to the Company's
performance of or compliance with this Agreement,  including without  limitation
all  registration  and  filing  fees,  fees  and  expenses  of  compliance  with
securities or blue sky laws  (including  reasonable  fees and  disbursements  of
counsel in connection  with blue sky  qualifications  or  registrations  (or the
obtaining of exemptions  therefrom)  of the  Registrable  Securities),  printing
expenses (including expenses of printing  Prospectuses),  messenger and delivery
expenses,  internal expenses  (including,  without limitation,  all salaries and
expenses of its officers and employees  performing legal or accounting  duties),
fees and  disbursements  of its counsel  and its  independent  certified  public
accountants  (including  the expenses of any special audit or "comfort"  letters
required by or incident to such  performance  or  compliance),  securities  acts
liability  insurance (if the Company elects to obtain such insurance),  fees and
expenses of any special  experts  retained by the Company in connection with any
Registration  hereunder,  fees and  expenses  of other  Persons  retained by the
Company,  fees and  expenses  of one  counsel  for the  Holders  selected by the
Securityholder,  incurred in connection with each  Registration  hereunder,  and
reasonable  out-of-pocket  expenses  incurred  by the  Securityholder  (all such
expenses being referred to as  "Registration  Expenses"),  shall be borne by the
Company, whether or not any registration statement becomes effective;  provided,
that  Registration  Expenses  shall  not  include  any  underwriting  discounts,
commissions  or fees  attributable  to the  sale of the  Registrable  Securities
(other than sales of securities for the account of the Company).

     SECTION 8. INDEMNIFICATION.

     (a) INDEMNIFICATION BY THE COMPANY.  The Company hereby agrees to indemnify
and hold harmless, to the full extent permitted by law, but without duplication,
the Securityholder,  its officers, directors,  employees,  partners, principals,
equity  holders,  managed or advised  accounts,  advisors  and agents,  and each
Person who controls  the  Securityholder  (within the meaning of the  Securities
Act), against all losses, claims,  damages,  liabilities and expenses (including
reasonable  costs of  investigation  and  reasonable  legal  fees and  expenses)
resulting  from (1) any untrue  statement of a material fact in, or any omission
of a material  fact  required  to be stated in, any  Registration  Statement  or
Prospectus  or  necessary  to make  the  statements  therein  (in the  case of a
Prospectus  in light of the  circumstances  under  which  they  were  made)  not
misleading,  except  insofar  as the  same are  caused  by or  contained  in any
information  furnished  in writing to the  Company  by the  Securityholder,  its
agents,  representatives,  partners, employers, officers and directors expressly
for use therein,  (2) any  violation or alleged  violation by the Company of any
federal,  state or common law rule or  regulation  applicable  to the Company in
connection with any  registration,  qualification or compliance  effected by the
Company pursuant to its obligations hereunder, or (3) any failure to register or
qualify Registrable Securities in any state where the Company or its agents have
affirmatively   undertaken  or  agreed  to  undertake   such   registration   or
qualification on behalf of the  Securityholder  in connection with the Company's
obligations hereunder;  provided, however, that the indemnification provided for
in this Section 8(a) shall not inure to the benefit of the  Securityholder  with
respect  to  any  sale  or  disposition   of   Registrable   Securities  by  the
Securityholder in violation of the provisions of Section 5(b) hereof.

     (b)  INDEMNIFICATION  BY  THE   SECURITYHOLDER.   In  connection  with  any
Registration  Statement  in  which  the  Securityholder  is  participating,  the
Securityholder  hereby agrees to indemnify and hold harmless, to the full extent
permitted by law, but without duplication, the Company, its officers, directors,
shareholders,  employees,  advisors and agents, and each Person who controls the
Company (within the meaning of the Securities  Act) against any losses,  claims,
damages,  liabilities  and  expenses  resulting  from any  untrue  statement  of
material  fact in, or any omission of a material  fact required to be stated in,
the  Registration  Statement or Prospectus  or necessary to make the  statements
therein (in the case of a Prospectus in light of the  circumstances  under which
they were made) not misleading, to the extent, but only to the extent, that such
untrue  statement or omission is contained  in any  information  so furnished in
writing by the Securityholder to the Company specifically for inclusion therein.

                                       12
<PAGE>

If so requested,  the Securityholder  also agrees to indemnify and hold harmless
underwriters  of the  Registrable  Securities,  their officers and directors and
each Person who controls such  underwriters on  substantially  the same basis as
that of the  indemnification of the Company provided in this Section 8(b). In no
event shall the liability of the Securityholder of be greater in amount than the
dollar amount of the net proceeds received by the  Securityholder  upon the sale
of the Registrable  Securities giving rise to such  indemnification  obligation.
The Company and the other Persons  described  above shall be entitled to request
indemnities from  underwriters  participating in the  distribution,  to the same
extent as provided  above with respect to information so furnished in writing by
such Persons  specifically  for  inclusion  in any  Prospectus  or  Registration
Statement.

     (c)  CONDUCT  OF  INDEMNIFICATION   PROCEEDINGS.  Any  Person  entitled  to
indemnification  hereunder will (i) give prompt notice to the indemnifying party
of any claim with respect to which it seeks indemnification and (ii) permit such
indemnifying  party to assume the defense of such claim with counsel  reasonably
satisfactory  to the  indemnified  party;  provided,  however,  that any  Person
entitled to  indemnification  hereunder  shall have the right to employ separate
counsel  and to  participate  in the  defense  of such  claim,  but the fees and
expenses  of such  counsel  shall be at the expense of such  indemnified  Person
unless (A) the indemnifying  party has agreed to pay such fees or expenses,  (B)
the indemnifying party shall have failed to assume the defense of such claim and
employ counsel  reasonably  satisfactory  to the  indemnified  party in a timely
manner or (C) in the reasonable  judgment of any such Person,  based upon advice
of its  counsel,  a conflict of interest  may exist  between such Person and the
indemnifying  party with  respect to such claims (in which  case,  if the Person
notifies the  indemnifying  party in writing  that such Person  elects to employ
separate  counsel at the expense of the  indemnifying  party,  the  indemnifying
party  shall not have the right to assume the defense of such claim on behalf of
such Person).  The  indemnifying  party will not be subject to any liability for
any  settlement  made  without  its  consent  (but  such  consent  will  not  be
unreasonably  withheld).  No  indemnified  party will be  required to consent to
entry of any judgment or enter into any settlement  which does not include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
indemnified  party of a release  from all  liability in respect of such claim or
litigation.  An  indemnifying  party who is not  entitled  to, or elects not to,
assume  the  defense  of the  claim  will not be  obligated  to pay the fees and
expenses  of  more  than  one  counsel  for  all  parties  indemnified  by  such
indemnifying  party with respect to such claim,  as well as one local counsel in
each relevant jurisdiction.

     (d)  CONTRIBUTION.  If for any reason the  indemnification  provided for in
Section  8(a)  or  Section  8(b)  is  unavailable  to an  indemnified  party  or
insufficient  to hold it harmless as  contemplated  by Section  8(a) and Section
8(b), then the indemnifying party shall contribute to the amount paid or payable
by the indemnified party as a result of such loss, claim, damage or liability in
such  proportion  as is  appropriate  to  reflect  the  relative  fault  of  the
indemnifying party and the indemnified party, determined by reference to whether
the  untrue  statement  of a  material  fact or alleged  untrue  statement  of a
material  fact or the  omission  or alleged  omission  to state a material  fact
relates  to  information   supplied  by  the  Company,   on  one  part,  or  the
Securityholder,  on another part, and the parties'  relative intent,  knowledge,
access to  information  and  opportunity to correct or prevent such statement or
omission,  provided that  indemnifying  Securityholder  shall not be required to
contribute an amount greater than the dollar amount of the net proceeds received
by the  Securityholder  with respect to the sale of the  Registrable  Securities
giving rise to such  indemnification  obligation less any amounts otherwise paid


                                       13
<PAGE>

or payable by such  indemnifying  party as damages,  penalties  or  otherwise in
connection  with such matter.  No Person guilty of fraudulent  misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution   from  any  Person   who  was  not   guilty  of  such   fraudulent
misrepresentations.


     SECTION 9. RULES 144 AND 144A.  The Company shall use its  reasonable  best
efforts to make publicly available and available to the Securityholder, pursuant
to Rule 144, such  information as is necessary to enable the  Securityholder  to
make sales of  Registrable  Securities  pursuant to that Rule. The Company shall
use its  reasonable  best efforts to file timely with the SEC all  documents and
reports  required  of the  Company  under the  Exchange  Act.  After the Company
completes the  Registration,  the Company  shall furnish to the  Securityholder,
upon  request,  a written  statement  executed  on behalf of the  Company  as to
compliance  with the current  public  information  requirements  of Rule 144. In
addition,  the  Company  will  provide to the  Securityholder  or any  potential
purchaser of a Registrable Security,  upon any such Person's reasonable request,
the information required by paragraph (d)(4) of Rule 144A.


     SECTION 10. PARTICIPATION IN UNDERWRITTEN REGISTRATIONS.

     (a) If any of the Registrable  Securities covered by a demand  Registration
hereunder are to be sold in an Underwritten  Offering,  the investment banker or
investment  bankers and manager or managers  that will  administer  the offering
will be  selected  by the  Securityholder  (or,  in the  case of a  registration
initiated  pursuant  Section  4, the  holders of a  majority  of the  securities
included in such offering (on a Registrable Class equivalent  basis));  provided
further  that  such   investment   bankers  and  managers   must  be  reasonably
satisfactory to the Company,  acting in good faith, based on identified business
reasons specific to such bankers or managers.

     (b) No Person may participate in any Underwritten Offering hereunder unless
such Person (i) agrees to sell such Person's Registrable Securities on the basis
provided in any  underwriting  arrangements  approved  by the  Persons  entitled
hereunder  to approve  such  arrangements  and (ii)  completes  and executes all
questionnaires,  powers of attorney,  indemnities,  underwriting  agreements and
other  documents  required  under the terms of such  underwriting  arrangements.
Nothing in this Section 10 shall be construed  to create any  additional  rights
regarding the  registration  of Registrable  Securities in any Person  otherwise
than as set forth herein.

     (c) The  Securityholder  hereby agrees that,  during the period of duration
(up to, but not exceeding, 15 days prior to the closing date of the Underwritten
Offering and 90 days  thereafter)  specified by an  underwriter of a Registrable
Class or other  securities  of the  Company  of the  same  class as  Registrable
Securities,  following the  effective  date of a  registration  statement of the
Company filed under the Securities Act, it shall not, to the extent requested by
such underwriter,  directly or indirectly sell, offer to sell,  contract to sell
(including, without limitation, any short sale), grant any option to purchase or
otherwise  transfer  or dispose  of (other  than to  donees,  Affiliates  of the
Securityholder  (and the  equityholders of any successor  entities  thereto) and
their Affiliates that agree to be similarly bound) any Registrable Securities of
the Company of the same class as those  offered  pursuant  to such  registration
statement  held  by it  at  any  time  during  such  period  except  Registrable
Securities included in such Registration; provided, however, that:

                                       14
<PAGE>

          (i) all  officers  and  directors  of the  Company,  all holders of in
     excess of one percent of any class of  securities  of the Company,  and all
     other  persons with  registration  rights  (whether or not pursuant to this
     Agreement) enter into agreements which are no less restrictive;

          (ii) the aggregate of the period in which  dispositions of Registrable
     Securities  are  restricted  pursuant to this Section  10(c) and any period
     during which the filing of a registration statement is deferred pursuant to
     Section 3(a) and Section 3(d) or otherwise  shall not exceed  90days in any
     12-month period;

          (iii) such restriction shall not prevent sales pursuant to Rule 144 or
     private  placement  sales to purchasers,  Affiliates of the  Securityholder
     (and  the  equityholders  of any  successor  entities  thereto)  and  their
     Affiliates that agree to similar  restrictions  (which agreements shall not
     be required for sales made pursuant to Rule 144); and

          (iv)  this  Section  10(c)  shall not  apply  when the  Securityholder
     beneficially owns less than 2% of any class of securities of the Company.

     In order to enforce the foregoing  covenant,  the  Securityholder  will, if
requested  in  writing,  execute  an  agreement  in  the  form  provided  by the
underwriter  containing  terms which are consistent  with the provisions of this
Section.

     SECTION 11. NO INCONSISTENT AGREEMENTS.  The Company has not previously and
shall not in the future enter into any agreement,  arrangement or  understanding
with respect to its securities that is  inconsistent  with the rights granted to
the Securityholder in this Agreement or otherwise  conflicts with the provisions
hereof.

     SECTION 12.  AMENDMENTS  AND WAIVERS.  The  provisions  of this  Agreement,
including  the  provisions  of this Section 12, may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may  not  be  given  without  the  written   consent  of  the  Company  and  the
Securityholder.

     SECTION 13. REMEDIES.  Any Person having rights under any provision of this
Agreement  shall be entitled to enforce such rights  specifically  or to recover
damages or to exercise any other remedy available to it at law or in equity. The
foregoing  rights and remedies shall be cumulative and the exercise of any right
or remedy  provided  herein shall not preclude  any Person from  exercising  any
other right or remedy provided herein.  The Company agrees that monetary damages
would not be adequate  compensation  for any loss incurred by reason of a breach
by it of any of the  provisions of this Agreement and hereby agrees to waive the
defense  in any action for  specific  performance  that a remedy at law would be
adequate.

     SECTION 14. NOTICES. All notices and other  communications  provided for or
permitted  hereunder  shall  be made in  writing  by  hand-delivery,  registered
first-class mail, telecopier, or air-courier guaranteeing overnight delivery:

                                       15
<PAGE>

                  (a)    If to the Securityholder:

                           Riverdale LLC
                           c/o Icahn Associates
                           767 5th Avenue, 47th  Floor
                           New York, NY 10153-4798
                           Attn: Marc Weitzen, Esq.
                           Facsimile: (212) 688-1158

                  (b)    If to the Company:

                           GenesisIntermedia, Inc.
                           5805 Sepulveda Blvd., 8th Floor
                           Van Nuys, CA 91411-2522
                           Attn: Ramy El-Batrawi
                           Facsimile: 818-902-4301

and thereafter at such other address as may be designated from time to time by
notice given in accordance with the provisions of this Section 14.

     (c) All such notices and other  communications shall be deemed to have been
delivered  and  received  (i) in the case of personal  delivery,  telecopier  or
telegram, on the date of such delivery (assuming delivery is confirmed), (ii) in
the case of overnight guaranteed delivery air courier, on the Business Day after
the date when sent and (iii) in the case of mailing,  on the third  Business Day
following such mailing.

     SECTION 15.  SUCCESSORS  AND  ASSIGNS.  Any right,  remedy,  obligation  or
liability  arising  hereunder  or by reason  hereof shall be  assignable  by the
Securityholder  in connection  with the transfer of its  Registrable  Securities
without the prior written  consent of the Company;  provided (a) the Company is,
within a  reasonable  time after such  transfer or  assignment,  furnished  with
written  notice of the name and address of such  transferee  or assignee and the
securities with respect to which such registration  rights are being transferred
or assigned;  (b) such  transferee or assignee  agrees in writing to be bound by
and subject to the terms and  conditions of this  Agreement,  including  without
limitation the provisions of Section 6 (if  applicable to the  transferor);  and
(c)  such   transferee   or  assignee   (i)  agrees  to  act  through  a  single
representative  with the  Securityholder  for the purpose of exercising  rights,
receiving  notices and taking  action  hereunder,  or (ii)  acquires  all of the
shares of  Registrable  Securities  held by the  Securityholder  or at least one
million   (1,000,000)  shares  of  such  Registrable   Securities   (subject  to
appropriate adjustment for stock splits, stock dividends, combinations and other
recapitalizations).  Subject to the foregoing,  any such  transferee or assignee
shall be subject to all rights and  obligations  hereunder  and, if requested by
the Company,  shall agree in writing to be bound by the terms of this Agreement.
Subject to the foregoing,  this  Agreement  shall inure to the benefit of and be
binding upon the successors and assigns of each of the parties hereto, including
without  limitation and without the need for an express  assignment,  subsequent
holders of the Registrable Securities.

     SECTION 16.  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same agreement.

                                       16
<PAGE>

     SECTION 17. HEADINGS. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

     SECTION 18.  GOVERNING LAW. This Agreement shall be governed by,  construed
and  enforced  in  accordance  with,  the laws of the State of New York  without
regard to the  principles  thereof  relating  to  conflict  of laws.  Service of
process  on the  parties  in any  action  arising  out of or  relating  to  this
Agreement shall be effective if mailed to the parties in accordance with Section
14 hereof.  The parties hereto waive all right to trial by jury in any action or
proceeding to enforce or defend any rights under this Agreement.

     SECTION  19.  SEVERABILITY.  In the  event  that  any  one or  more  of the
provisions contained herein, or the application thereof in any circumstance,  is
held   invalid,   illegal  or   unenforceable,   the   validity,   legality  and
enforceability of any such provision in every other respect and of the remaining
provisions contained herein shall not be affected or impaired thereby.

     SECTION 20. ENTIRE AGREEMENT.  This Agreement is intended by the parties as
a final  expression  of their  agreement  and is intended  to be a complete  and
exclusive  statement of the agreement and understanding of the parties hereto in
respect of the subject matter contained  herein.  This Agreement  supersedes all
prior  agreements  and  understandings  between the parties with respect to such
subject matter.

     SECTION  21.  ATTORNEYS'  FEES.  In any  proceeding  brought to enforce any
provision of this Agreement,  the successful  party shall be entitled to recover
reasonable  attorneys'  fees in addition to its costs and expenses and any other
available remedy.

                  [Remainder of Page Intentionally Left Blank]


                                       17
<PAGE>




     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first written above.

                         SECURITYHOLDER:

                         RIVERDALE LLC


                         By: ________________________________
                               Robert J. Mitchell
                               Manager


                         COMPANY:

                         GENESISINTERMEDIA, INC.


                         By: ________________________________
                               Ramy Y. El-Batrawi
                               Chairman and Chief Executive Officer




AGREED AND ACCEPTED
FOR PURPOSES OF SECTIONS
6 AND 11-21 ONLY:


-------------------------
Ramy Y. El-Batrawi