THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES  SECURITIES AND
EXCHANGE  COMMISSION OR THE  SECURITIES  COMMISSION OF ANY STATE  PURSUANT TO AN
EXEMPTION FROM REGISTRATION  UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT").  THIS OPTION SHALL NOT  CONSTITUTE AN OFFER
TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION
IN WHICH  SUCH OFFER OR  SOLICITATION  WOULD BE  UNLAWFUL.  THE  SECURITIES  ARE
"RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED  EXCEPT AS PERMITTED UNDER THE
ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

                                OPTION AGREEMENT

     This  OPTION  AGREEMENT  (this  "Agreement")  dated as of July 2, 2001,  is
entered into by and between Ramy  El-Batrawi  (the  "Optionor"),  an  individual
resident in California and GenesisIntermedia,  Inc., a Delaware corporation (the
"Company" and together with its successors and assigns, the "Holder").

     WHEREAS  concurrently  herewith the Company and  Riverdale  LLC, a New York
limited  liability  company  ("Riverdale"),  are  entering  into an  acquisition
financing  facility and investment  banking  commitment  letter (the "Commitment
Letter") dated the date hereof in favor of the Company;

     WHEREAS  pursuant to the  Commitment  Letter,  the Company is  concurrently
herewith issuing to Riverdale certain warrants,  including  warrants to purchase
1,000,000 shares of Common Stock of the Company at a purchase price of $2.00 per
share (the  "Warrants")  pursuant to a Warrant  Agreement  dated the date hereof
between  the  Company  and  Riverdale  (as in effect on the date  hereof  and as
amended from time to time, the "Warrant Agreement"); and

     WHEREAS to induce the Company and  Riverdale  to enter into the  Commitment
Letter and transactions  contemplated  thereby, the Optionor has agreed to grant
options to the Holder  providing  for the  purchase of shares of Common Stock of
the Company held by Optionor in the manner hereinafter provided.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
agreements herein set forth, the parties hereto agree as follows:

     SECTION 1. FORM OF OPTION CERTIFICATES. Optionor has agreed to grant to the
Holder  options to purchase  Common Stock on the terms and  conditions  provided
herein (each an "Option" and  collectively,  the  "Options").  The  certificates
evidencing the Options (the "Option  Certificates") (and the form of election to
purchase  shares  of  Common  Stock and the form of  assignment  printed  on the
reverse thereof) shall be  substantially as set forth in Exhibit A hereto.  Each
Option  Certificate shall be dated as of the date of issuance  thereof,  whether
upon  initial  issuance or upon  transfer  or  exchange,  and each Option  shall
entitle  the Holder  thereof to purchase  one share of Common  Stock held by the
Optionor,  but the number of such shares and the  Exercise  Price (as defined in
Section 3(c)) shall be subject to adjustments as provided herein.

     SECTION 2. COMMON STOCK AND OPTION COMMON STOCK. As used in this Agreement,
"Common Stock" shall mean the Common Stock,  $0.001 par value, of the Company as

<PAGE>
authorized  at the date  hereof  and stock of any other  class  into  which such
presently  authorized Common Stock may hereafter be changed,  and "Option Common
Stock"  shall mean the Common Stock  issuable  upon  exercise of the Option.  In
case,  by reason of the  operation of Section 4, the Options  shall  entitle the
Holder  thereof to purchase  any other  shares of stock or other  securities  or
property  of the  Company or of any other  corporation,  any  reference  in this
Agreement to the exercise of Options shall be deemed to refer to and include the
purchase of such other shares of stock or other securities or property upon such
exercise.

     SECTION 3. TERM OF OPTIONS; EXERCISE PRICE OF OPTIONS.

     (a) The Options, and corresponding Option Certificates,  shall be issued to
the Holder  within five  business  days after the  execution and delivery of the
Credit Agreement by the Holder and the Company, entitling the Holder to purchase
1,000,000  shares of Common Stock on the  conditions set forth in this Agreement
and the Option Certificate.

     (b) The Holder may exercise the Options evidenced by an Option Certificate,
in whole or in part and in accordance  with the provisions of this Section 3, if
and to the same  extent that  Riverdale  shall  exercise  the Series IA Warrants
granted to it by the  Optionor.  To  exercise  the  Options,  the  Holder  shall
surrender to the Optionor at the principal  executive  office of the Company the
Option Certificate with the form of election to purchase duly executed, together
with payment of the Exercise  Price (as defined  below) for each share of Option
Common Stock issuable upon exercise of an Option, or, alternatively,  to receive
a lesser number of shares through a Net Exercise (as defined below), at or prior
to 5:00 p.m.  (Pacific Time) on July 1, 2005 (the "Expiration  Date"),  at which
time all rights evidenced by the Option Certificates shall cease and the Options
shall become void.

     (c) The  purchase  price for each  share of Common  Stock  pursuant  to the
exercise  of an Option  (the  "Exercise  Price")  shall be $2.00 per share.  The
Exercise Price shall be payable in lawful money of the United States of America,
except as provided in clause (d)(2) below; provided, however, that the method of
exercise of an Option (or part thereof)  shall be effected in the same manner as
the exercise of the Warrant upon which such Option becomes exercisable.

     (d) The Options may be exercised by either of the following methods:

     (1) Cash Exercise.  If the Holder desires to exercise the Options for cash,
the Holder must elect and sign the "Cash Exercise"  election on the reverse side
of the Option Certificate and deliver to the Optionor (x) the Option Certificate
or  Certificates  representing  the  Options to be  exercised  and (y) cash or a
certified or official bank check payable to the Optionor for the Exercise  Price
for such Option (a "Cash Exercise").

     (2) Net  Exercise.  If the Holder  desires to exercise the Options  without
delivering  cash, the Holder must elect and sign the "Net Exercise"  election on
the  reverse  side of the Option  Certificate  and deliver to the  Optionor  the
Option  Certificate or Certificates  representing the Options to be exercised (a
"Net Exercise").  Upon a Net Exercise,  the Holder shall be entitled to a number
of shares of Option Common Stock determined by using the following formula:

                                       2
<PAGE>

                           X =      Y(A-B)
                                    ------
                                         A
         Where:            X =      the number of shares of Option Common Stock
                                    to be issued to the Holder under the
                                    provisions of this Section 3(d)(2)
                           Y =      the number of shares of Option Common Stock
                                    that would otherwise be issued upon an
                                    exercise of the Options to be exercised if
                                    they were exercised for cash
                           A =      the Current Market Price per share of Common
                                    Stock calculated as of the date of exercise
                           B =      the Exercise Price then in effect


     SECTION  4.  ADJUSTMENT  OF  EXERCISE  PRICE AND NUMBER OF SHARES OF COMMON
STOCK. The Exercise Price and the number of shares  purchasable upon exercise of
an Option are  subject to  adjustment  upon the events and in the same manner as
the Exercise Price (as defined therein) and the number of shares of Common Stock
(as defined  therein)  purchasable  upon exercise of the Warrants are subject to
adjustment under Section 4 of the Warrant Agreement.

     SECTION 5. CURRENT  MARKET PRICE.  The "Current  Market Price" per share of
Common  Stock at any date shall be the average of the daily  closing  prices for
the 10  consecutive  trading  days  ending on the last full  trading  day on the
exchange or market  specified in the second  succeeding  sentence,  prior to the
time  and date as of which  the  Current  Market  Price is to be  computed.  The
closing  price for any day shall be the last reported sale price regular way or,
if no such reported sale takes place on such day, the average of the closing bid
and asked  prices  regular way for such day,  in each case (1) on the  principal
national  securities  exchange on which the shares of Common Stock are listed or
to which such shares are  admitted to trading or (2) if the Common  Stock is not
listed  or  admitted  to  trading  on a  national  securities  exchange,  in the
over-the-counter  market as reported by the National  Association  of Securities
Dealers,  Inc. Automated Quotation System ("Nasdaq") or any comparable system or
(3) if the  Common  Stock is not  listed on Nasdaq or a  comparable  system,  as
furnished by two members of the National Association of Securities Dealers, Inc.
("NASD")  selected  from time to time in good faith by the Board of Directors of
the Company for that purpose. In the absence of all of the foregoing,  or if for
any other  reason  the  Current  Market  Price per  share  cannot be  determined
pursuant to the foregoing provisions of this Section 5, the Current Market Price
per share shall be the fair market value  thereof as determined in good faith by
the Board of Directors of the Company

     SECTION 6. EXERCISE OF OPTIONS AND STOCK CERTIFICATES

     (a) Subject to the provisions of this Agreement,  the Holder shall have the
right,  which may be  exercised  as  provided  in such  Option  Certificate,  to
purchase  from the  Optionor  (and the Optionor  shall  transfer and sell to the
Holder)  all or part of the  number of fully  paid and  nonassessable  shares of
Option  Common  Stock  specified  in such  Option  Certificate  (subject  to the
adjustments  as herein  provided),  free of any liens,  encumbrances  or adverse
claims,  upon a Cash  Exercise or Net  Exercise.  Upon  surrender of such Option
Certificate,  it shall be canceled by the Optionor.  The date of exercise of any
Option  shall be deemed to be the date of its receipt by the  Optionor  duly and
properly  filled in and signed and  accompanied  by proper funds as  hereinafter
provided. In the event of a Cash Exercise,  payment of the Exercise Price may be
made in cash or by certified or official bank check. No adjustment shall be made

                                       3
<PAGE>

for any regular cash dividends  declared or paid on shares of Common Stock prior
to the  exercise  of an Option.  Upon such Cash  Exercise or Net  Exercise,  the
Optionor  shall  transfer and cause to be delivered  against  receipt of payment
therefor,  and  assigned  to such name or names as the Holder may  designate,  a
certificate or certificates for the number of full shares of Option Common Stock
so purchased upon the exercise of such Options. No cash shall be paid in respect
of any fraction of a share of such stock  transferable  upon such surrender,  as
provided in Section 7 of this Agreement.

     (b) Each certificate evidencing shares of Common Stock transferred upon the
exercise  of  Options  shall  have  such  letters,  numbers  or  other  marks of
identification or designation or such legends (including  restrictive  legends),
summaries  or  endorsements  printed,  lithographed  or engraved  thereon as the
Company  may deem  appropriate  or as may be  required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which the Common Stock may from time to time be listed,
or to conform to usage.

     SECTION 7. ELIMINATION OF FRACTIONS.  The Optionor shall not be required to
transfer  fractional shares of Common Stock upon any exercise of Options.  As to
any final  fraction of a share that the Holder  would  otherwise  be entitled to
purchase  upon such  exercise,  no cash or other  adjustment  in respect of such
final fraction shall be made and it shall be disregarded for all purposes.

     SECTION 8. TRANSFER TAXES. The Holder will pay all documentary  stamp taxes
attributable  to the transfer of shares of Option Common Stock upon the exercise
of any Option; provided, however, that the Optionor shall not be required to pay
any tax or taxes which may be payable in respect of any transfer involved in the
issue or delivery of any  certificates  for shares of Option  Common  Stock in a
name other than that of the Holder.

     SECTION 9. SUPPLEMENTS AND AMENDMENTS. The Optionor and the Holder may from
time to time make  supplements or amendments to this Agreement upon their mutual
written consent.

     SECTION  10.  MUTILATED  OR  MISSING  OPTION  CERTIFICATES.  If any  Option
Certificate shall be mutilated,  lost,  stolen or destroyed,  the Optionor shall
deliver a new Option  Certificate of like tenor and denomination in exchange and
substitution  therefor upon surrender and  cancellation of the mutilated  Option
Certificate or, in the case of a lost,  stolen or destroyed Option  Certificate,
upon  receipt of evidence  satisfactory  to the  Optionor of the loss,  theft or
destruction of such Option Certificate and, in either case, upon receipt of such
indemnity as the  Optionor  may require.  The Holder shall also comply with such
other  reasonable  regulations  and pay such  other  reasonable  charges  as the
Optionor may  prescribe.  Upon transfer of any property upon exercise of any new
Option  Certificate,  the replaced Option  Certificate shall be void to the same
extent and it shall be the  obligation  of the Holder to satisfy  any demand for
transfer of property upon its later exercise to such extent.

     SECTION  11.  NOTICES.  Any and all  notices  or  other  communications  or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and  shall  be  deemed  given  and  effective  on the  earlier  (i) the  date of
transmission, if such notice or such communication is delivered via facsimile at
the facsimile  telephone number specified for notice prior to 5:00 p.m., Pacific

                                       4
<PAGE>

Time, on a business  day, (ii) the business day after the date of  transmission,
if such notice or  communication  is delivered  via  facsimile at the  facsimile
telephone number specified for notice later than 5:00 p.m., Pacific Time, on any
date and earlier than 11:59 p.m., Pacific Time, on such date, (iii) the business
day following the date of mailing,  if sent by nationally  recognized  overnight
courier  service  or (iv)  actual  receipt  by the party to whom such  notice or
communication is required to be given.  The addresses and facsimile  numbers for
all such notices, communication and/or deliveries shall be as follows:

                           if to the Optionor,

                           Ramy El-Batrawi
                           c/o GenesisIntermedia, Inc.
                           5805 Sepulveda Blvd., 8th Floor
                           Van Nuys, CA 91411
                           Fax: (818) 902-4301

                           if to the Holder,

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

                           with a copy to:

                           Nida & Maloney, LLP
                           800 Anacapa Street
                           Santa Barbara, CA 93101
                           Attn:  Theodore R. Maloney
                           Fax:  (805) 568-1955

or to such other  addresses or facsimile  numbers as any party may most recently
have designated in writing to the other parties hereto by such notice.

     SECTION 12. SUCCESSORS.  All the covenants and provisions of this Agreement
by or for the  benefit of the  Optionor  shall bind and inure to the  benefit of
their respective successors and assigns hereunder.

     SECTION 13.  GOVERNING LAW. This Agreement and each Option issued hereunder
shall be deemed to be a contract  made  under the laws of the State of  Delaware
and for all purposes shall be construed in accordance with the laws of the State
of Delaware without regard to the conflicts of laws principles thereof.

     SECTION 14. BENEFITS OF THIS AGREEMENT.  Nothing in this Agreement shall be
construed to give to any person or  corporation  other than the Optionor and the
Holder any legal or equitable right, remedy or claim under this Agreement.

     SECTION 15.  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts,  and each of such counterparts shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.

                            [Signature page follows]

                                       5
<PAGE>



     IN WITNESS WHEREOF, the parties hereto have caused this Option Agreement to
be executed and delivered as of the day and year first above written.

                                        OPTIONOR:

                                        RAMY EL-BATRAWI


                                        -----------------------------------


                                        HOLDER:

                                        GENESISINTERMEDIA, INC.
                                         a Delaware corporation


                                       By: ___________________________________
                                               Ramy El-Batrawi
                                               Chairman and
                                               Chief Executive Officer


<PAGE>


                                                                     EXHIBIT A

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES  SECURITIES AND
EXCHANGE  COMMISSION OR THE  SECURITIES  COMMISSION OF ANY STATE  PURSUANT TO AN
EXEMPTION FROM REGISTRATION  UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT").  THIS OPTION SHALL NOT  CONSTITUTE AN OFFER
TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION
IN WHICH  SUCH OFFER OR  SOLICITATION  WOULD BE  UNLAWFUL.  THE  SECURITIES  ARE
"RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED  EXCEPT AS PERMITTED UNDER THE
ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

                          [FORM OF OPTION CERTIFICATE]

   EXERCISABLE ONLY ON OR AFTER JULY 2, 2001 AND BEFORE 5:00 P.M. JULY 1, 2005
                      (as provided in the Option Agreement
                               referred to below)

                                  OPTION NUMBER
                                     -------




                     This Option Certificate Certifies that

                             GENESISINTERMEDIA, INC.

               is the registered holder of ______________________

Options (the  "Options")  expiring on the Expiration Date (as defined in Section
3(b) of the Option Agreement described on the reverse hereof) to purchase shares
of the  common  stock  (the  "Common  Stock"),  par value  $.001 per  share,  of
GenesisIntermedia,  Inc., a Delaware  corporation  (the  "Company") held by Ramy
El-Batrawi  (the  "Optionor").  Capitalized  terms not otherwise  defined herein
shall have the terms prescribed in the Option Agreement.

The Option may be exercised by either of the following methods:

     (i) Cash Exercise.  If the Holder desires to exercise this Option for cash,
the Holder must elect and sign the "Cash Exercise"  election on the reverse side
of the Option  Certificate  and deliver to the Company (a) this  certificate and
(b) cash or a certified  or official  bank check  payable to the Optionor in the
amount of the Exercise Price.

     (ii) Net  Exercise.  If the Holder  desires to exercise the Option  without
delivering  cash, the Holder must elect and sign the "Net Exercise"  election on
the reverse side of the Option Certificate and deliver to the Company the Option
Certificate  or  Certificates  representing  the Options to be exercised (a "Net
Exercise"). Upon a Net Exercise, the Holder is entitled to a number of shares of
Option Common Stock as set forth in the Option  Agreement.  No fractional shares
shall be issued on exercise of the Option,  as provided in the Option Agreement,
and that the  number of kind of shares  (or in certain  events  other  property)
purchasable  upon exercise of the Options and the Exercise  Price referred to on
the reverse hereof may as of the date of this Option  Certificate  have been, or
may  after  such date be,  adjusted  as a result of the  occurrence  of  certain
events,  as more  fully  provided  in the  Option  Agreement.  No Option  may be
exercised after 5:00 p.m. Pacific Time on the Expiration Date.


<PAGE>

Reference is hereby made to the further  provisions  of this Option  Certificate
set  forth on the  reverse  hereof  and such  further  provisions  shall for all
purposes have the same effect as though fully set forth at this place.

     IN WITNESS  WHEREOF,  the  undersigned  has caused  duly signed this Option
Certificate.

Dated:

RAMY EL-BATRAWI



--------------------------


<PAGE>


                                    [Reverse]

     The Options evidenced by this Option  Certificate are issued pursuant to an
Option  Agreement  dated  as of July 2,  2001  (the  "Option  Agreement"),  duly
executed and delivered by the Optionor to the Holder,  which Option Agreement is
hereby  incorporated  by reference in and made a part of this instrument and the
Optionor  and the Holder (as  defined in such  Option  Agreement)  and a copy of
which Option  Agreement  will be available at the office of the Secretary of the
Company for inspection by the Holder during normal business hours.

     The Options  evidenced by this Option  Certificate  may be exercised at any
time on or before the Expiration Date through a Cash Exercise or Net Exercise as
described  on the other  side of this  Certificate.  In the event  that upon any
exercise of Options  evidenced  hereby the number of Options  exercised shall be
less than the total number of Options evidenced hereby, there shall be issued to
the  Holder a new  Option  Certificate  evidencing  the  number of  Options  not
exercised.

         The Option Agreement provides that upon the occurrence of certain
events the Exercise Price may, subject to certain conditions, be adjusted and
under certain circumstances the Option may become exercisable for securities or
other assets other than the shares referred to on the face hereof. If the
Exercise Price is adjusted, the Option Agreement provides that the number of
shares of Common Stock purchasable upon the exercise of each Option shall be
adjusted in certain circumstances.

         This Option Certificate is not transferable, in whole or in part.

                              ELECTION TO EXERCISE

                     To be executed upon exercise of Option

     The  undersigned   hereby   irrevocably   elects  to  exercise  the  right,
represented by this Option Certificate:

____ (a) Cash  Exercise:  to receive  ______ Shares of common  stock,  par value
     $.001 per share, and herewith tenders payment for such Shares in the amount
     of $___________ in accordance with the terms of this Option Certificate.

____ (a) Net Exercise: to receive ______ Shares of common stock, par value $.001
     per share, in accordance with the terms of this Option Certificate.

     The ___  undersigned ___ requests that a certificate ___ for such shares be
___  registered  in the name of ___  ___________________,  ___ whose  address is
__________________________________________  and ____ that ____ such ____  shares
____ be ____ delivered ____ to _____ __________________________ _____ whose ____
address ____ is ______________________________________________________.  If said
number  of shares is less  than all of the  shares of Common  Stock  purchasable
hereunder,  the undersigned requests that a new Option Certificate  representing
the  remaining  balance of such whole  shares be  registered  in the name of the
undersigned. and that such Option Certificate be delivered to the undersigned.

                                     Signature:  ______________________________
Date:
Signature Guaranty: