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.

                              AMENDED AND RESTATED

                                OPTION AGREEMENT

     This AMENDED AND RESTATED OPTION AGREEMENT (this "Agreement")  effective as
of July 2, 2001, is entered into by and between Ramy El-Batrawi (the "Optionor")
and  individual  resident in  California  and the Chairman  and Chief  Executive
Officer of  GenesisIntermedia,  Inc., a Delaware corporation (the "Company") and
Riverdale  LLC,  a  New  York  limited  liability  company  (together  with  its
successors and assigns, the "Holder").

     WHEREAS to induce Holder to enter into an  acquisition  financing  facility
and investment  banking  commitment  letter (the "Commitment  Letter") dated the
date hereof among the Holder,  the Company and the other parties named  therein,
and in  consideration  of the  payment of $1.00 and for other good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, 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.  There  shall be two  series of
Options,  denominated as Series IA and IB (each a the "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 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  hereinafter  used in
this Agreement, "Common Stock" shall mean the Common Stock, $0.001 par value, of
the Company as  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
Options.  In case,  by reason of the  operation of Section 4, the Options  shall
entitle 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
<PAGE>
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) Options,  and  corresponding  Option  Certificates,  shall be issued to
Holder  within five business days after the execution and delivery of the Credit
Agreement by Holder and the Company, entitling the Holder to purchase the number
of shares set forth below on the  conditions set forth in this Agreement and the
Option Certificate.

                                            Aggregate
                                        Number of Shares
        Series of Options              Subject to Options
              IA                            1,000,000
              IB                              500,000

     (b) 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, at any
time  and  from  time to time  after  the date of this  Agreement.  To  exercise
Options,  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
Cashless 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 as follows:  Series IA -
$2.00 per share;  and Series IB - $4.00 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.

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

                    (1) Cash Exercise. If Holder desires to exercise Options for
               cash, 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) Cashless Exercise. If Holder desires to exercise Options
               without delivering cash, Holder must elect and sign the "Cashless
               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
               "Cashless Exercise").  Upon a Cashless Exercise,  Holder shall be
               entitled to a number of shares of Option Common Stock  determined
               by using the following formula:

                           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)
                                       2
<PAGE>
                    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  (other  than in  connection  with any  securities  issued or issuable
pursuant to that certain  acquisition  transaction  that has been  identified to
Holder) shall be subject to adjustment as follows:

     (a) Change in Common Stock.  If the Company shall, at any time or from time
to time after the date  hereof,  (i) issue any shares of Common Stock as a stock
dividend to holders of Common Stock,  (ii) subdivide or combine the  outstanding
shares of Common Stock into a greater or lesser  number of shares or (iii) issue
any shares of its capital stock in a  reclassification  or reorganization of the
Common Stock (any such issuance, subdivision,  combination,  reclassification or
reorganization  being herein called a "Change of Shares"),  then (A) in the case
of the events referred to in clauses (i) and (ii) above, the number of shares of
Common  Stock that may be  purchased  upon the  exercise  of an Option  shall be
adjusted  to the  number of shares of Common  Stock that the Holder of an Option
would have owned or have been  entitled to receive  after the  happening of such
event for each series of Options, had an Option been exercised immediately prior
to the record date (or, if there is no record date, the effective date) for such
event, and the Exercise Price shall be adjusted to the price  (calculated to the
nearest  100th  of one  cent)  determined  by  multiplying  the  Exercise  Price
immediately  prior to such event by a fraction,  the numerator of which shall be
the  number of shares of Common  Stock  purchasable  with an Option  immediately
prior to such event and the  denominator  of which shall be the number of shares
of Common  Stock  purchasable  with an Option after the  adjustment  referred to
above  and (B) in the case of the  events  referred  to in clause  (iii)  above,
paragraph (b) below shall apply.  An  adjustment  made pursuant to clause (A) of
this paragraph (a) shall become effective  retroactively  immediately  after the
record date in the case of such dividend and shall become effective  immediately
after the effective date in other cases, but any shares of Common Stock issuable
solely as a result of such adjustment shall not be issued prior to the effective
date of such event.

     (b) Common Stock  Distribution.  If the Company shall,  at any time or from
time to time  after  the  date  hereof,  issue,  sell  or  otherwise  distribute
(including by way of deemed  distributions  pursuant to  paragraphs  (c) and (d)
below) any shares of Common Stock (other than pursuant to (A) a Change of Shares
or (B)  the  exercise  or  conversion,  as the  case  may  be,  of any  Warrant,
Convertible  Security  (each as defined in paragraph  (c) below) or Option) (any
such event,  including any deemed distributions  described in paragraphs (c) and
(d), being herein called a "Common Stock Distribution"), for a consideration per
share less than the greater of the Exercise  Price or the Market  Dilution Price
in effect on the date of such Common Stock  Distribution,  then,  effective upon
such Common Stock  Distribution,  the Exercise Price for each affected series of
Options  shall be reduced to the price  (calculated  to the nearest 100th of one
cent) determined by multiplying the Exercise Price in effect  immediately  prior
to such  Common  Stock  Distribution  by a  fraction  that is the  lesser of the
following two fractions: (i) a fraction, the numerator of which shall be the sum
of (A) the  number  of  shares of Common  Stock  outstanding  (exclusive  of any

                                       3
<PAGE>
treasury shares) immediately prior to such Common Stock Distribution  multiplied
by the Current  Market  Price in effect  immediately  prior to such Common Stock
Distribution,  plus (B) the consideration,  if any, received by the Company upon
such  Common  Stock  Distribution,  and the  denominator  of which  shall be the
product of (C) the total number of shares of Common Stock issued and outstanding
immediately after such Common Stock  Distribution  multiplied by (D) the Current
Market Price in effect  immediately prior to such Common Stock  Distribution and
(ii) a fraction,  the  numerator  of which shall be the sum of (A) the number of
shares  of  Common  Stock   outstanding   (exclusive  of  any  treasury  shares)
immediately prior to such Common Stock  Distribution  multiplied by the Exercise
Price in effect  immediately prior to such Common Stock  Distribution,  plus (B)
the  consideration,  if any,  received  by the Company  upon such  Common  Stock
Distribution, and the denominator of which shall be the product of (C) the total
number of shares of Common Stock issued and outstanding  immediately  after such
Common  Stock  Distribution  multiplied  by (D) the  Exercise  Price  in  effect
immediately prior to such Common Stock Distribution.

     (1) If any Common Stock  Distribution  shall  require an  adjustment to the
Exercise Price  pursuant to the  provisions of this paragraph (b),  including by
operation  of  paragraph  (c) or (d)  below,  then,  effective  at the time such
adjustment is made,  the number of shares of Common Stock  purchasable  upon the
exercise  of each  affected  series of Options  shall be  increased  to a number
determined  by  multiplying  the  number of shares for each  affected  series of
Options so purchasable  immediately prior to such Common Stock Distribution by a
fraction,  the  numerator  of  which  shall  be the  Exercise  Price  in  effect
immediately  prior to such  adjustment and the denominator of which shall be the
Exercise  Price in  effect  immediately  after  such  adjustment.  In  computing
adjustments under this paragraph,  fractional interests in Common Stock shall be
taken into account to the nearest 100th of a share.

     (2) The  provisions  of this  paragraph  (b),  including  by  operation  of
paragraph (c) or (d) below,  shall not operate to increase the Exercise Price or
reduce the number of shares of Common Stock purchasable upon the exercise of the
Options, except by operation of paragraph (j) or (k) below.

     (c) Issuance of Warrants. If the Company shall, at any time or from time to
time after the date hereof,  issue,  sell,  distribute or otherwise grant in any
manner (including by assumption) any rights to subscribe for or to purchase,  or
any  warrants  or options  for the  purchase  of,  Common  Stock or any stock or
securities  convertible  into or  exchangeable  for Common  Stock other than the
warrants (as adjusted  from time to time in accordance  with the terms  thereof,
the  "Excluded  Warrants")  to purchase  4,000,000  shares of Common Stock being
issued by the  Company  concurrently  herewith  (any such  rights,  warrants  or
options being herein called  "Warrants" and any such convertible or exchangeable
stock or securities being herein called  "Convertible  Securities"),  whether or
not such  Warrants  or the  rights  to  convert  or  exchange  such  Convertible
Securities are immediately exercisable,  and the price per share at which Common
Stock is issuable upon the exercise of such  Warrants or upon the  conversion or
exchange  of  such  Convertible  Securities  (determined  by  dividing  (i)  the
aggregate amount, if any, received or receivable by the Company as consideration
for the issuance,  sale,  distribution  or granting of such  Warrants,  plus the
minimum  aggregate  amount of additional  consideration,  if any, payable to the
Company upon the exercise of all such Warrants, plus, in the case of Warrants to
acquire  Convertible  Securities,  the minimum  aggregate  amount of  additional
consideration,  if any,  payable  upon the  conversion  or  exchange of all such
Convertible  Securities,  by (ii) the total  maximum  number of shares of Common
Stock  issuable upon the exercise of all such  Warrants)  shall be less than the
greater of the Exercise Price or the Market Dilution Price in effect immediately
prior to the issuance,  sale,  distribution or granting of such Warrants,  then,
for the purposes of paragraph (b) above,  the total maximum  number of shares of
Common  Stock  issuable  upon  the  exercise  of all such  Warrants  or upon the

                                       4
<PAGE>
conversion or exchange of the total maximum amount of the Convertible Securities
issuable  upon the  exercise of all such  Warrants  shall be deemed to have been
issued as of the date of the issuance,  sale,  distribution  or granting of such
Warrants and thereafter  shall be deemed to be outstanding and the Company shall
be deemed to have received as consideration such price per share,  determined as
provided above, therefor. Except as otherwise provided in paragraphs (j) and (k)
below,  no additional  adjustment  of the Exercise  Price shall be made upon the
actual  exercise  of  such  Warrants  or  upon  conversion  or  exchange  of the
Convertible  Securities  issuable  upon the  exercise of such  Warrants.  If the
minimum and maximum  numbers or amounts  referred to in this paragraph (c) or in
paragraph  (d) below cannot be calculated  with  certainty as of the date of the
required adjustment,  such numbers and amounts shall be determined in good faith
by the Board of Directors of the Company or, to the extent applicable,  pursuant
to  arbitration  as  provided  in the  Warrant  Agreement  at the same time such
determination is made in connection with the Warrants.

     (d) Issuance of Convertible Securities.  In the event the Company shall, at
any time or from time to time after the date  hereof,  issue,  sell or otherwise
distribute (including by assumption) any Convertible Securities (other than upon
the exercise of any Warrants),  whether or not the rights to convert or exchange
such Convertible Securities are immediately exercisable, and the price per share
at which  Common  Stock is  issuable  upon the  conversion  or  exchange of such
Convertible Securities (determined by dividing (i) the aggregate amount, if any,
received or receivable by the Company as consideration for the issuance, sale or
distribution of such Convertible  Securities,  plus the minimum aggregate amount
of additional consideration,  if any, payable to the Company upon the conversion
or exchange of all such Convertible Securities, by (ii) the total maximum number
of shares of Common Stock  issuable upon the  conversion or exchange of all such
Convertible  Securities) shall be less than the greater of the Exercise Price or
the Market Dilution Price in effect immediately prior to such issuance,  sale or
distribution, then, for the purposes of paragraph (b) above, the total number of
shares of Common  Stock  issuable  upon the  conversion  or exchange of all such
Convertible Securities shall be deemed to have been issued as of the date of the
issuance,  sale or  distribution of such  Convertible  Securities and thereafter
shall be  deemed  to be  outstanding  and the  Company  shall be  deemed to have
received as  consideration  such price per share,  determined as provided above,
therefor.  Except as  otherwise  provided in  paragraphs  (j) and (k) below,  no
additional  adjustment  of the  Exercise  Price  shall be made  upon the  actual
conversion or exchange of such Convertible Securities.

     (e) Dividends and  Distributions.  In the event the Company  shall,  at any
time or from time to time after the date hereof, distribute to holders of Common
Stock any dividend or other distribution of cash, evidences of its indebtedness,
other  securities  or other  properties  or assets  (in each case other than (i)
dividends payable in Common Stock,  Warrants or Convertible  Securities and (ii)
any cash dividend declared and paid pursuant to a regular dividend policy of the
Company), or any options,  warrants or other rights to subscribe for or purchase
any of the foregoing,  then (A) the Exercise Price shall be decreased to a price
determined by multiplying  the Exercise Price then in effect by a fraction,  the
numerator of which shall be the Exercise  Price in effect on the record date for
such  distribution  less  the  sum of (X) the  cash  portion,  if  any,  of such

                                       5
<PAGE>
distribution  per share of Common Stock  outstanding  (exclusive of any treasury
shares) plus (Y) the then fair market value (as  determined in good faith by the
Board of  Directors  of the  Company)  per  share of  Common  Stock  issued  and
outstanding on the record date for such distribution of that portion, if any, of
such  distribution  consisting of evidences of indebtedness,  other  securities,
properties,  assets,  options,  warrants or subscription or purchase rights, and
the  denominator of which shall be the Exercise Price then in effect and (B) the
number of shares of Common  Stock  purchasable  upon the  exercise  of an Option
shall be increased to a number determined by multiplying the number of shares of
Common  Stock  so  purchasable  immediately  prior to the  record  date for such
distribution  by a fraction,  the numerator of which shall be the Exercise Price
in effect  immediately  prior to the  adjustment  required by clause (A) of this
sentence  and the  denominator  of which shall be the  Exercise  Price in effect
immediately  after  such  adjustment  provided  that,  in  no  event  shall  the
denominator  be less  than  1/100 of $0.01.  The  adjustments  required  by this
paragraph (e) shall be made whenever any such  distribution is made and shall be
retroactive to the record date for the determination of stockholders entitled to
receive such distribution.

     (f) Certain Distributions.  If the Company shall pay a dividend or make any
other  distribution  payable in Warrants or  Convertible  Securities,  then, for
purposes  of  paragraph  (b) above  (including  dividends  or  distributions  by
operation of paragraph  (c) or (d) above,  as the case may be), such Warrants or
Convertible  Securities  shall be  deemed to have  been  issued or sold  without
consideration except for such amounts of consideration as shall have been deemed
to have been received by the Company  pursuant to  paragraphs  (c) or (d) above,
as, appropriate.

     (g) Consideration  Received.  If any shares of Common Stock shall be issued
and sold by the Company in an  underwritten  public  offering or agented private
placement,  the consideration  received by the Company for such shares of Common
Stock  shall be deemed to include the  underwriting  discounts  and  commissions
realized by the  underwriters or selling agents of such offering.  If any shares
of Common Stock,  Warrants or Convertible  Securities  shall be issued,  sold or
distributed for a consideration other than cash, the amount of the consideration
other than cash received by the Company in respect thereof shall be deemed to be
the then fair market value of such  consideration as determined in good faith by
the  Board of  Directors  of the  Company.  If any  Warrants  shall be issued in
connection  with  the  issuance  and sale of other  securities  of the  Company,
together comprising one integral transaction in which no specific  consideration
is allocated to such Warrants by the parties  thereto,  such  Warrants  shall be
deemed to have been issued, sold or distributed for such amount of consideration
as shall be allocated  to such  Warrants in good faith by the Board of Directors
of the  Company.  (h) Deferral of Certain  Adjustments.  No  adjustments  to the
Exercise  Price  (including  the related  adjustment  to the number of shares of
Common Stock  purchasable  upon the  exercise of the Options)  shall be required
hereunder unless such adjustment together with other adjustments carried forward
as  provided  below,  would  result in an  increase  or decrease of at least one
percent of the Exercise Price;  provided,  however, that any adjustment which is
not required to be made by reason of this paragraph (i) shall be carried forward
and taken into account in any subsequent adjustment.

     (i) Changes in Warrants and Convertible  Securities.  If the exercise price
provided for in any Warrants  referred to in paragraph (c) above (but  excluding
the Excluded Warrants), the additional  consideration,  if any, payable upon the

                                       6
<PAGE>
conversion or exchange of any  Convertible  Securities  referred to in paragraph
(c) or (d) above, or the rate at which any Convertible Securities referred to in
paragraph (c) or (d) above are convertible into or exchangeable for Common Stock
shall change at any time (other than under or by reason of  provisions  designed
to protect against dilution upon an event which results in a related  adjustment
pursuant  to this  Section 4),  then the  Exercise  Price then in effect and the
number of shares of Common  Stock  purchasable  upon the exercise of the Options
shall  forthwith be readjusted  (effective  only with respect to any exercise of
the Options after such  readjustment) to the Exercise Price and number of shares
of Common Stock so  purchasable  that would then be in effect had the adjustment
made upon the  issuance,  sale,  distribution  or granting  of such  Warrants or
Convertible  Securities  been made  based  upon  such  changed  purchase  price,
additional  consideration  or conversion rate, as the case may be, but only with
respect to such Warrants and Convertible Securities as then remain outstanding.

     (j)  Expiration  of Warrants and  Convertible  Securities.  If, at any time
after any  adjustment to the number of shares of Common Stock  purchasable  upon
the exercise of the Options shall have been made pursuant to paragraph  (c), (d)
or (i) above or this paragraph (j), any Warrants or Convertible Securities shall
have expired  unexercised  or,  solely with respect to Warrants  that are rights
("Rights"),  are redeemed,  the number of such shares so purchasable shall, upon
such expiration or such  redemption,  be readjusted and shall thereafter be such
as they would have been had they been  originally  adjusted (or had the original
adjustment not been  required,  as the case may be) as if (i) the only shares of
Common Stock deemed to have been issued,  in  connection  with such  Warrants or
Convertible  Securities were the shares of Common Stock, if any, actually issued
or sold upon the exercise of such Warrants or  Convertible  Securities  and (ii)
such shares of Common Stock,  if any, were issued or sold for the  consideration
actually  received  by  the  Company  upon  such  exercise  plus  the  aggregate
Consideration,  if any, actually received by the Company for the issuance, sale,
distribution or granting of all such Warrants or Convertible Securities, whether
or not exercised;  provided,  however,  that (x) no such readjustment shall have
the  effect of  decreasing  the  number of  shares so  purchasable  by an amount
(calculated by adjusting such decrease to account for all other adjustments made
pursuant  to this  Section  4  following  the  date of the  original  adjustment
referred to above) in excess of the amount of the  adjustment  initially made in
respect of the  issuance,  sale,  distribution  or granting of such  Warrants or
Convertible  Securities  and (y) in the case of the  redemption  of any  Rights,
there shall be deemed (for the  purposes  of  paragraph  (c) above) to have been
issued as of the date of such redemption for no consideration a number of shares
of  Common  Stock  equal to the  aggregate  consideration  paid to  effect  such
redemption  divided by the Current  Market Price of the Common Stock on the date
of such redemption.  (k) Reorganization of Company. Except for a Cash Merger (as
defined in the next  paragraph),  if the Company  consolidates or merges with or
into, or transfers or leases all or substantially all its assets to, any person,
upon  consummation of such  transaction the Options shall  automatically  become
exercisable  for the kind and amount of  securities,  cash or other assets which
Holder would have owned immediately after the consolidation, merger, transfer or
lease if Holder had exercised the Options  immediately before the effective date
of the transaction.

     In the event  that the  Company  consolidates  or merges  with or into,  or
transfers or leases all or  substantially  all of its assets to, any person in a
transaction in which more than 90% of the aggregate  value of the  consideration
to be received by the  Company's  common  stockholders  consists of cash or cash
equivalents  (a "Cash  Merger"),  Holder  shall be entitled to (i)  exercise the
Options,  effective  immediately prior to the effective date of such Cash Merger

                                       7
<PAGE>
as set forth in the preceding  paragraph or (ii) receive a cash payment equal to
the  amount  that  Holder  would  receive if Holder had  exercised  the  Options
immediately  prior to the Cash Merger less the  aggregate  Exercise  Price.  (l)
Other  Adjustments.  If at any time Holder shall become  entitled to receive any
securities  of the Company other than shares of Common Stock as  constituted  on
the date of issuance of the Options, then the number of such other securities so
receivable  upon  exercise of the Options and the Exercise  Price  applicable to
such  exercise  shall be adjusted at such time,  and shall be subject to further
adjustment  from  time to time  thereafter,  in a manner  and on terms as nearly
equivalent as practicable to the provisions with respect to the shares of Common
Stock  contained  in this  Section 4. No  adjustment  under this Section 4 shall
reduce the Exercise Price below $0.01.  (m) Voluntary  Adjustment.  The Optionor
from time to time may reduce the  Exercise  Price for the  Options by any amount
for any period of time if the period is at least 20 days and if the reduction is
irrevocable  during the period.  Whenever the Exercise  Price for the Options is
reduced,  the  Optionor  shall  cause to be  mailed  to  Holder a notice  of the
reduction.  Such  notice  shall be mailed at least 15 days  before  the date the
reduced Exercise Price takes effect. The notice shall state the reduced Exercise
Price and the period it will be in effect.

     (n) Notice of Certain  Actions and  Adjustments.  In case the Company shall
propose (i) to pay any dividend  payable in stock of any class to the holders of
its Common Stock or to make any other  distribution to the holders of its Common
Stock (other than a regular cash  dividend),  or (ii) to offer to the holders of
its Common Stock rights to subscribe for or to purchase any additional shares of
Common Stock or shares of stock of any class or any other securities,  rights or
options, or (iii) to effect any reclassification of its Common Stock (other than
a  reclassification   involving  only  the  subdivision,   or  combination,   of
outstanding   shares  of  Common   Stock),   or  (iv)  to  effect  any   capital
reorganization,  or (v) to effect  any  consolidation,  merger or sale,  organic
change,  transfer  or  other  disposition  of  all or  substantially  all of its
property, assets or business, or (vi) to effect the liquidation,  dissolution or
winding up of the  Company  and the  Company  shall  provide  notice  thereof to
Optionor,  then in each such case, the Optionor shall deliver to Holder a notice
of such proposed action, which shall specify the date on which a record is to be
taken for the purposes of such stock dividend,  distribution  or rights,  or the
date on which  such  reclassification,  reorganization,  consolidation,  merger,
sale,  organic  change,  transfer,  disposition,  liquidation,  dissolution,  or
winding up is to take place and the date of participation therein by the holders
of Common Stock, if any such date is to be fixed,  and shall also set forth such
facts with  respect  thereto as shall be  reasonably  necessary  to indicate the
effect of such  action on the Common  Stock and the number and kind of any other
shares of stock  which will be  issuable  upon  exercise  of an Option,  and the
Exercise  Price  thereof,  after giving effect to any  adjustment  which will be
required as a result of such  action.  Such notice shall be so delivered as soon
as practicable after Optionor receives notice thereof from the Company.

     Upon any  adjustment  of the  Exercise  Price  pursuant  to  Section 4, the
Company shall promptly  thereafter  cause to be given to Holder and Optionor for
such purpose  written notice of such  adjustments by first-class  mail,  postage
prepaid,  a certificate  setting forth the Exercise Price after such  adjustment
and setting forth in reasonable  detail the method of calculation  and the facts
upon which such calculations are based and setting forth the number of shares of
Option Common Stock (or portion  thereof)  issuable after such adjustment in the
Exercise Price,  upon exercise of an Option and payment of the adjusted Exercise
Price, which certificate shall be conclusive  evidence of the correctness of the

                                       8
<PAGE>
matters set forth  therein.  To the extent the Options become  convertible  into
cash, no adjustment need be made thereafter as to the cash.

     SECTION 5. CURRENT MARKET PRICE; MARKET DILUTION 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.  The "Market
Dilution  Price"  per share of  Common  Stock at any date  shall be the  Current
Market  Price on such date;  provided  that on any date that the Current  Market
Price shall be equal to or in excess of $9.00,  the Market  Dilution Price shall
be the then applicable Exercise Price.

     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 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),  upon a Cash Exercise or Cashless 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 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 Cashless  Exercise,  the  Optionor  shall  transfer  and cause to be
delivered against receipt of payment therefor,  and in 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  issuable
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

                                       9
<PAGE>
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  neither the  Optionor nor the Company
shall 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. RESERVATION OF SHARES.  The Optionor shall, from the date hereof
through the date on which all Options  shall have been  exercised  or shall have
expired,  segregate  and place in an escrow  pursuant to an escrow  agreement of
even date between  Riverdale  LLC, the Optionor and the Escrow Agent,  a form of
which is appended hereto as Exhibit B, for the purpose of effecting the transfer
of stock upon exercise of Options,  one million  shares of Common Stock (and any
property or securities issued on account thereof and which are to be held by the
Optionor pursuant to the terms of this Agreement). 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  which 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.

     Optionor  covenants  that all shares of Option  Common  Stock  which 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. Optionor agrees to place the 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, as a result of the
provisions  of  Section 4  hereof,  in escrow  pursuant  to an Escrow  Agreement
between Optionor and the Holder dated the date hereof. 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") subject to the Series IB Options, and any other shares which may
become  subject  to such  Options,  as a result of the  provisions  of Section 4
hereof,  in escrow  pursuant  to the Escrow  Agreement.  If the Series IA Escrow
Shares are not placed in escrow  pursuant to the Escrow  Agreement  on 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 placed in escrow.  If
the  Series IB Escrow  Shares are not  placed in escrow  pursuant  to the Escrow
Agreement  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

                                       10
<PAGE>
are not so placed in escrow.  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.

     SECTION 10.  SUPPLEMENTS AND  AMENDMENTS.  The Optionor and Holder may from
time to time make  supplements or amendments to this Agreement upon their mutual
written consent.

     SECTION  11.  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.  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 Holder to satisfy any demand for transfer of
property upon its later exercise to such extent.

     SECTION  12.  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
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,

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

with a copy to:

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

if to the Holder,

                 Riverdale LLC c/o Icahn Associates
                 767 5th Avenue, 47th Floor
                 New York, New York 10153
                 Attn:  Marc Weitzen,  Esq.
                 Fax: (212) 750-5807

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.

                                       11
<PAGE>

     SECTION 13. 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 14.  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 15. BENEFITS OF THIS AGREEMENT.  Nothing in this Agreement shall be
construed  to give to any  person or  corporation  other than the  Optionor  and
Holder any legal or equitable right, remedy or claim under this Agreement.

     SECTION 16.  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]

                                       12
<PAGE>

     IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Amended and
Restated Option Agreement to be executed and delivered dated September 10, 2001.

                                   OPTIONOR:

                                   RAMY EL-BATRAWI


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


                                   HOLDER:

                                   RIVERDALE LLC
                                    a New York limited liability company


                                   By: ___________________________________
                                         Robert J. Mitchell
                                         Manager

<PAGE>
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 SERIES I[A/B] 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
                                 I[A/B] _______


                             GENESISINTERMEDIA, INC.

              This Series I[A/B] Option Certificate Certifies that

                                  RIVERDALE LLC

               is the registered holder of ______________________

Series  I[A/B]  Options  (the  "Options")  expiring on the  Expiration  Date (as
defined in Section  3(b) of the Option  Agreement  and  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 Holder  desires to  exercise  this Option for cash,
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) Cashless  Exercise.  If Holder  desires to exercise the Option without
delivering cash, Holder must elect and sign the "Cashless  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
"Cashless Exercise").  Upon a Cashless Exercise,  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.

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]
                             GENESISINTERMEDIA, INC.

     The Options  evidenced by this Option  Certificate  are part of a series of
Options  issued  pursuant to an Option  Agreement  dated as of July 2, 2001 (the
"Option  Agreement"),  duly  executed  and  delivered by the Optionor to 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 Holders 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  Cashless
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 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 Common
Shares 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) Cashless  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: