AMENDED AND RESTATED

                                ESCROW AGREEMENT


     THIS AMENDED AND RESTATED ESCROW AGREEMENT (this "Agreement")  effective as
of July 26,  2001,  is made and entered into by and among RAMY  EL-BATRAWI  (the
"Optionor"),  an individual  resident in  California  and the Chairman and Chief
Executive  Officer  of  GenesisIntermedia,  Inc.,  a Delaware  corporation  (the
"Company"),  RIVERDALE LLC, a New York limited liability company  ("Holder") and
Wilmington Trust FSB, a federal savings bank (the "Escrow Agent").

                                    RECITALS

     WHEREAS,  for good and valuable  consideration,  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 all as set forth in the Option  Agreement  (the
"Option Agreement");

     WHEREAS,  pursuant  to the  Option  Agreement,  the option to  purchase  an
aggregate of 1,500,000  shares of common stock  ("Common  Stock") of the Company
are to be granted to Holder (the "Option Shares");

     WHEREAS,  the Option Agreement provides that of the 1,500,000 Option shares
(i)  1,000,000  of the  Option  Shares to be issued to the Holder  (the  "Escrow
Shares") be placed in an escrow  account on the terms and  conditions  set forth
herein and (ii) a further 500,000 shares that may be placed in an escrow account
in event that the Holder elects to exercise its option to purchase such shares;

     WHEREAS,  the parties  hereto desire to establish the terms and  conditions
pursuant to which such escrow account will be established and maintained.

                                    AGREEMENT

     NOW, THEREFORE, the parties hereby agree as follows:

     1. ESCROW.

     (a) Escrow Fund. On the date hereof this Escrow Agreement shall be executed
by each of the parties  hereto.  On or before July 30, 2001,  Optionor agrees to
place in escrow one million  shares (the "Series IA Escrow  Shares")  subject to
the Series IA  Options,  and any other  shares  that may become  subject to such
Options in accordance with Section 4 of the Option  Agreement.  In addition,  in
the event  that  Optionor  receives  notice by the  Holder of its  intention  to
exercise its Series IB Options, Optionor agrees to place the 500,000 shares (the
"Series IB Escrow  Shares and,  together with the Series IA Escrow  Shares,  the
"Escrow Shares") subject to the Series IB Options, and any other shares that may
become  subject to such Options,  as a result of the  provisions of Section 4 of
the  Option  Agreement.  Optionor  shall  deposit or shall  cause the  Company's
transfer agent to deposit in an intermediary  securities  account for the Escrow
Agent the 1,000,000 Escrow Shares,  such deposit to constitute an escrow account
(the "Escrow Fund"). The Escrow Shares shall be delivered by the Optionor or the
Company's  transfer agent to the escrow account in the form of a duly authorized
stock certificate  issued in the name of the Holder,  together with stock powers
endorsed  in blank.  The Escrow  Agent  agrees to accept  delivery of the Escrow
Shares and to hold such in the Escrow Fund  subject to the terms and  conditions

<PAGE>
of this  Agreement.  Optionor  covenants  that all shares of Option Common Stock
that may be  transferred  upon  exercise  of the  Options  will be  fully  paid,
nonassessable, free of preemptive rights and free from all taxes, liens, charges
and security interests with respect to the transfer thereof.

     (b) Delay of Issuance by the  Optionor.  If the Series IA Escrow Shares are
not delivered to the Escrow Agent to be held in escrow  pursuant to Section 1(a)
above or before  July 30,  2001,  Optionor  shall pay to the  Holder  the sum of
$35,000  for each  business  day that the  Series  IA Escrow  Shares  are not so
delivered to the Escrow Agent to be held in escrow pursuant to the terms of this
Agreement.  If the Series IB Escrow Shares are not delivered to the Escrow Agent
to be held in escrow  pursuant to Section  1(a) above  within  seven days of the
Optionor  receiving notice by the Holder of its intention to exercise its Series
IB  Options,  Optionor  shall  pay to the  Holder  the sum of  $35,000  for each
business day that the Series IB Escrow Shares are not so delivered to the Escrow
Agent  to be held in  escrow  pursuant  to the  terms of this  Agreement.  These
payments  shall be in addition to and not in lieu of any other damages  suffered
by the Holder as a result of  Optionor's  failure to deliver  the Option  Common
Stock as required by the terms of the Options upon exercise of the Options.

     (c)  Protection  of Escrow Fund.  The Escrow Agent shall hold and safeguard
the  Escrow  Shares  so  long as such  shares  remain  in the  Escrow  Fund,  in
accordance with the terms of this Agreement and not as the property of Optionor,
and shall hold and  dispose of the Escrow  Shares  only in  accordance  with the
terms hereof.

     (d) Voting and Rights of Ownership  The Holder shall have a right to direct
Optionor and Optionor hereby agrees if so directed to vote the shares underlying
the Options on any matters requiring the vote of the Company's  stockholders and
relating  to the  issuance  of  securities  of the  Company,  amendments  to the
Company's  charter  documentation  that  affect  the rights of holders of Common
Stock,  the sale of assets of the  Company,  a merger  or  consolidation  of the
Company, or any other recapitalization or reorganization of the Company.  Escrow
Agent shall have no  responsibility  or liability with respect to the provisions
of this Section (2)(d).

     (e) No Transfer by the Holder.  Holder may not,  without the prior  written
consent of  Optionor,  sell,  assign,  pledge or  otherwise  transfer any of the
Escrow  Shares  prior to the exercise of the Options with respect to such shares
by the Holder.

     (f) Escrow  Agent's Power to Transfer.  The Escrow Agent is hereby  granted
the sole power to effect any transfer of the Escrow Shares  contemplated by this
Agreement.  Optionor and the Company  shall  cooperate  with the Escrow Agent in
promptly  issuing (or  causing  the  Company's  transfer  agent to issue)  stock
certificates  to effect such transfer.  The Escrow Agent is hereby  specifically
directed  and  granted  the  power  to  appoint  UBS  PaineWebber  Inc.  (or its
affiliate)  to act as custodian of the Escrow Shares and to establish an account

                                       2
<PAGE>
by  executing  the new account  application  and related  documents  in the form
attached  hereto as Exhibit  A. This  provision  shall in no way  affect  Escrow
Agent's obligation to deliver shares to Holder under the circumstances  provided
herein.

     2. DRAW FROM THE ESCROW FUND.

     (a) Upon the  exercise  of the Options at any time and from time to time at
the election of Holder in accordance with Section 3 of the Option  Agreement and
the terms of the Options,  Holder will deliver to the Escrow Agent a certificate
(the "Option Certificate") evidencing exercise of the Options by the Holder. The
Escrow  Agent  shall give  written  notice to the  Holder of its  receipt of the
Option Certificate not later than the close of business on the day following the
day of receipt thereof.  The Escrow Agent shall be entitled to rely conclusively
upon such Option Certificate and shall not have any liability for delivering the
Holder the Escrow Shares in accordance with Section 2(b) herein.

     (b) If the Escrow Agent shall  receive the Option  Certificate  before 3:30
p.m. (Pacific Time) on the Termination Date (as defined below),  then the Escrow
Agent shall, on or before the second business day next following the date of the
Escrow Agent's  receipt of the Option  Certificates,  deliver to Holder from the
Escrow  Fund the  number  of shares  of  Common  Stock  set forth in the  Option
Certificate  to be  delivered  upon  such  exercise  (the  "Escrow  Fund  Draw")
regardless  of any  contrary  notices that the Escrow Agent may receive from the
Optionor or the Company or any third party.

     3. RELEASE OF ESCROW FUND. On the earlier of (i) July 2, 2005 at 10:00 a.m.
(Pacific  time) or (ii) on such day  which is one day  after  the date  that the
Options   otherwise  expire   unexercised   (either  such  date  and  time,  the
"Termination  Date"), if the Escrow Agent has not prior to the close of business
on the  Termination  Date  received  from  Holder  the Option  Certificate  duly
exercised  and  completed,  all Escrow  Shares  held by the Escrow  Agent in the
Escrow Fund will be released to the Optionor.

     4. FEES AND EXPENSES.  Upon  execution of this Agreement and deposit of the
Escrow  Shares with the Escrow  Agent,  Escrow Agent will be entitled to fees in
accordance  with the Escrow  Agent's fee  schedules in effect at that time.  The
Escrow Agent will also be entitled to reimbursement on demand for  extraordinary
expenses  incurred in performance  of its duties  hereunder  including,  without
limitation,  payment of all fees,  charges,  and interest incurred in connection
with the  establishment and maintenance of Escrow Agent's account with UBS Paine
Webber,  Inc., payment of any reasonable legal fees and expenses incurred by the
Escrow  Agent  in  connection  with the  resolution  of any  claim by any  party
hereunder in accordance with the Escrow Agent's fee schedule in effect from time
to time. The Company shall pay the reasonable fees and extraordinary expenses of
the Escrow Agent for the  services to be rendered by the Escrow Agent  hereunder
including  reasonable  legal fees incurred in connection with the preparation of
this  Agreement.  The provisions of Section 4 shall survive  termination of this
Agreement.

                                       3
<PAGE>

     5. LIMITATION OF ESCROW AGENT'S LIABILITY.

     (a) Neither  Escrow Agent nor any of its  directors,  officers or employees
shall incur any liability  with respect to any action taken or suffered by it in
reliance upon any notice, direction,  instruction,  consent,  statement or other
documents believed by it to be genuine and duly authorized, nor for other action
or inaction except its own willful  misconduct or gross  negligence.  The Escrow
Agent shall have no duty to inquire into or investigate  the validity,  accuracy
or  content  of any  document  delivered  to it nor  shall the  Escrow  Agent be
responsible for the validity or sufficiency of this Agreement.  In all questions
arising  under  this  Agreement,  the  Escrow  Agent  may rely on the  advice of
counsel,  including in-house counsel, and for anything done, omitted or suffered
in good faith by the Escrow  Agent based on such  advice the Escrow  Agent shall
not be liable to anyone.  The Escrow  Agent  shall not be  required  to take any
action  hereunder  involving  any expense  unless the payment of such expense is
made or provided for in a manner reasonably satisfactory to it. The Escrow Agent
shall not be responsible  for any other  agreements  between the parties hereto,
but  shall  be  obligated  only  for  the  performance  of  such  duties  as are
specifically set forth in this Agreement.

     (b) In the event  conflicting  demands are made or conflicting  notices are
served upon the Escrow Agent with respect to the Escrow Shares, the Escrow Agent
will have the absolute  right, at the Escrow Agent's  election,  to do either or
both of the  following:  (i) resign so a successor can be appointed  pursuant to
Section 7 hereof, or (ii) file a suit in interpleader and obtain an order from a
court of competent jurisdiction requiring the parties to interplead and litigate
in such court their  several  claims and rights among  themselves.  In the event
such  interpleader  suit is  brought,  the Escrow  Agent  will  thereby be fully
released and discharged from all further  obligations imposed upon it under this
Agreement,  and the Company  will pay the Escrow  Agent all costs,  expenses and
reasonable  attorneys' fees expended or incurred by the Escrow Agent pursuant to
the exercise of the Escrow  Agent's  rights under this Section 5(b) (such costs,
fees and  expenses  will be treated as  extraordinary  fees and expenses for the
purposes of Section 4 hereof).

     (c) The Company and the Optionor,  jointly and  severally,  hereby agree to
indemnify the Escrow Agent for, and hold it harmless against,  any loss, damage,
liability or expense incurred without gross negligence or willful  misconduct on
the part of Escrow Agent,  arising out of or in connection with its carrying out
of its duties hereunder including,  but not limited to reasonable legal fees and
other costs and expenses of  defending or preparing to defend  against any claim
or liability in the premises. As among themselves,  each of the Optionor and the
Company  shall be liable for  one-half  of such  amounts.  In no event shall the
Escrow Agent be liable for indirect, punitive, special or consequential damages.
In addition, Optionor and the Company, jointly and severally, agree to indemnify
and hold the Escrow  Agent  harmless  from any  liabilities  incurred due to the
establishment  and  maintenance  of the Escrow  Agent's  account  with UBS Paine
Webber,  Inc.,  including any and all obligations,  indemnities,  fees, charges,
interest,  and  expenses  (including  attorneys'  fees)  incurred  or arising in
connection  with such  account.  The  provisions  of Section 5(c) shall  survive
termination of this Agreement.

                                       4
<PAGE>

     (d) The Optionor and the Company,  jointly and  severally,  agree to assume
any and all obligations  imposed now or hereafter by any applicable tax law with
respect to the  release  of any  Escrow  Shares  under  this  Agreement,  and to
indemnify  and hold the  Escrow  Agent  harmless  from and  against  any  taxes,
additions for late payment, interest,  penalties and other expenses, that may be
assessed  against the Escrow Agent in any such release or other activities under
this  Agreement.  The Optionor and the Company  undertake to instruct the Escrow
Agent  in  writing  with  respect  to  the  Escrow  Agent's  responsibility  for
withholding  and  other  taxes,   assessments  or  other  governmental  charges,
certifications  and  governmental  reporting  in  connection  with its acting as
Escrow Agent under this  Agreement.  The  Optionor and the Company,  jointly and
severally,  agree to  indemnify  and hold the  Escrow  Agent  harmless  from any
liability  on  account  of taxes,  assessments  or other  governmental  charges,
including  without  limitation  the  withholding  or deduction or the failure to
withhold or deduct the same,  and any  liability  for  failure to obtain  proper
certifications or to properly report to governmental  authorities,  to which the
Escrow Agent may be or become  subject in connection  with or that arises out of
this Agreement,  including costs and expenses  (including  reasonable legal fees
and  expenses),  interest and  penalties.  The  provisions of Section 5(d) shall
survive termination of this Agreement.

     6.  NOTICES.  All  notices,  instruction  and  other  communications  given
hereunder  or in  connection  herewith  shall be in  writing.  Any such  notice,
instruction or communication shall be sent either (i) by registered or certified
mail,  return  receipt  requested,  postage  prepaid,  or (ii)  via a  reputable
nationwide  overnight courier service,  or (iii) via facsimile,  in each case to
the address set forth below. Any such notice, instruction or communication shall
be deemed to have been  delivered  three business days after it is sent prepaid,
or one (1)  business day after it is sent via a reputable  nationwide  overnight
courier service, or upon confirmed receipt if sent by facsimile.

                  If to the Holder, to:

                  Riverdale LLC
                  c/o Icahn Associates
                  767 5th Avenue - 47th Floor
                  New York, NY 10153
                  Attn: Marc Weitzen, Esq.
                  Facsimile No.:  (212) 750-5807

                  If to the Optionor, to:

                  Ramy El-Batrawi
                  GenesisIntermedia, Inc.
                  5805 Sepulveda Blvd., 8th Floor
                  Van Nuys, CA 91411
                  Facsimile No.:  (818) 902-4301

                                       5
<PAGE>

                  with a copy to:

                  Sheppard, Mullin, Richter & Hampton, LLP
                  800 Anacapa Street
                  Santa Barbara, CA 93101
                  Facsimile No.: (805) 568-1955
                  Attn: Theodore R. Maloney, Esq.

                  If to the Company, to:

                  GenesisIntermedia, Inc.
                  5805 Sepulveda Blvd., 8th Floor
                  Van Nuys, CA 91411
                  Facsimile No.: (818) 902-4301
                  Attn: Chief Financial Officer

                  If to the Escrow Agent:

                  Wilmington Trust FSB
                  3773 Howard Hughes Parkway
                  Suite 300 North
                  Las Vegas, NV 89109-5945
                  Facsimile No.:  (702) 866-2244
                  Attn: Christopher J. Monigle

     Any party may give any notice,  instruction or  communication in connection
with this Agreement using any other means (including personal delivery, telecopy
or ordinary mail),  but no such notice,  instruction or  communication  shall be
deemed to have been  delivered  unless and until it is actually  received by the
party to whom it was sent.  Any party may change the  address to which  notices,
instructions or  communications  are to be delivered by giving the other parties
to this Agreement notice thereof in the manner set forth in this Section 6.

     7.  SUCCESSOR   ESCROW  AGENT.  In  the  event  the  Escrow  Agent  becomes
unavailable or unwilling to continue in its capacity herewith,  the Escrow Agent
may resign and be discharged from its duties or obligations  hereunder by giving
its  resignation to the parties to this  Agreement,  specifying not less than 30
days' prior written notice of the date when such resignation  shall take effect.
The  Optionor may appoint a successor  Escrow  Agent  without the consent of the
Holder so long as such successor is a bank with assets of at least $500 million,
and may appoint any other successor Escrow Agent with the consent of the Holder,
which consent shall not be  unreasonably  withheld.  If,  however,  the Optionor
shall fail to name such a successor  escrow agent within  twenty (20) days after
the notice of resignation from the Escrow Agent, the Escrow Agent may apply to a
court of competent jurisdiction for appointment of a successor escrow agent.

                                       7
<PAGE>

     8. GENERAL.

     (a) Governing Law; Forum.

     (i) This Agreement  shall be construed in accordance  with, and governed in
all  respects  by, the internal  laws of the State of New York  (without  giving
effect to principles of conflicts of laws).

     (ii) Except as otherwise  provided herein,  any legal action or other legal
proceeding  relating to this  Agreement or the  enforcement  of any provision of
this Agreement  shall be brought or otherwise  commenced in any state or federal
court located in Los Angeles County, California.

     (iii) Nothing  contained in Section 8 shall be deemed to limit or otherwise
affect the right of any Person entitled to indemnification hereunder to commence
any legal proceeding or otherwise proceed against the indemnifying  party in any
other forum or jurisdiction.

     (b)   Counterparts.   This  Agreement  may  be  executed  in  two  or  more
counterparts,  each of which  shall be  decreed  an  original,  but all of which
together shall constitute one and the same instrument.

     (c) Entire Agreement.  This Agreement  constitutes the entire understanding
and  agreement  of the  parties  with  respect  to the  subject  matter  of this
Agreement and  supersedes  all prior  agreements or  understandings,  written or
oral, between the parties with respect to the subject matter hereof.

     (d)  Waivers.  No  waiver by any party  hereto of any  condition  or of any
breach of any provision of this Agreement shall be effective  unless in writing.
No waiver by any party of any such  condition  or breach,  in any one  instance,
shall be deemed to be a further or  continuing  waiver of any such  condition or
breach  or a waiver  of any other  condition  or  breach of any other  provision
contained herein.

     (e) Amendment.  This Agreement may be amended only with the written consent
of  Holder,  the  Company,  the  Optionor  and the  Escrow  Agent (or their duly
designated successors).

     (f)  Dispute  Resolution.  Other  than  as  provided  in  Section  2, it is
understood  and  agreed  that  should  any  dispute  arise  with  respect to the
delivery,  ownership,  right of  possession,  and/or  disposition  of the Escrow
Shares,  or should any claim be made upon such Escrow  Shares by a third  party,
the Escrow Agent upon receipt of written  notice of such dispute or claim by the
parties hereto or by a third party,  is authorized and directed to retain in its
possession  without liability to anyone,  all or any of said Escrow Shares until
such dispute shall have been settled either by the mutual  written  agreement of
the parties  involved or by a final order,  decree or judgment of a Court in the

                                       8
<PAGE>

United  States of America,  the time for  perfection of an appeal of such order,
decree or judgment having  expired.  The Escrow Agent may, but shall be under no
duty whatsoever to, institute or defend any legal proceedings that relate to the
Escrow Shares.

     (g) Force Majeure.  The Escrow Agent shall not be responsible for delays or
failures in performance  resulting from acts beyond its control. Such acts shall
include but not be limited to acts of God,  strikes,  lockouts,  riots,  acts of
war,  epidemics,  governmental  regulations  superimposed  after the fact, fire,
communication line failures,  computer viruses,  power failures,  earthquakes or
other disasters.

     (h) Binding  Effect.  This  Agreement  shall be binding upon the respective
parties hereto and their heirs, executors, successors and assigns.

     (i)  Reproduction of Documents.  This Agreement and all documents  relating
thereto, including,  without limitation, (i) consents, waivers and modifications
which may hereafter be executed,  and (ii)  certificates  and other  information
previously  or  hereafter  furnished,  may be  reproduced  by any  photographic,
photostatic,  microfilm,  optical disk,  micro-card,  miniature  photographic or
other similar  process.  The parties agree that any such  reproduction  shall be
admissible in evidence as the original itself in any judicial or  administrative
proceeding,  whether or not the original is in existence and whether or not such
reproduction was made by a party in the regular course of business, and that any
enlargement,  facsimile  or  further  reproduction  of such  reproduction  shall
likewise be admissible in evidence.

                           [Signature page to follow]

                                       9
<PAGE>

     IN WITNESS WHEREOF,  the parties hereto have duly executed this Amended and
Restated Escrow Agreement dated September 10, 2001.

COMPANY:                          GENESISINTERMEDIA, INC.,
                                    a Delaware corporation


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


HOLDER:                           RIVERDALE LLC,
                                      a New York limited liability company


                                  By: __________________________________
                                         Robert J. Mitchell
                                         Manager


OPTIONOR:                         RAMY EL-BATRAWI,
                                     an individual


                                  _____________________________________


ESCROW AGENT:                     WILMINGTON TRUST FSB
                                    a Federal Savings Bank


                                  By: _________________________________
                                          Daniel M. Reser
                                          Vice President