Option Agreement

July 2, 2001








                                  July 2, 2001

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

      Re:       Acquisition Loan Commitment
                Investment Banking Services

Gentlemen:

     I  am  pleased  to  advise  you  that   Riverdale  LLC   ("Riverdale")   is
conditionally  committing  that one or more of its  affiliates  will  provide to
GenesisIntermedia,  Inc. (the "Company") an acquisition  financing loan facility
(the  "Facility")  on the terms and  conditions  set forth in this  letter  (the
entity making such Facility available,  the "Lender").  In addition, this letter
will confirm the understanding  between the Company and Riverdale (the "Banker")
pursuant  to which the  Company  has  retained  the  Banker to  perform  certain
investment banking  functions,  as described herein, on the terms and subject to
the conditions set forth herein.  As will be more  specifically set forth below,
Banker will consult with the Company  from time to time in  connection  with the
sourcing,  structuring  and  financing of the Company's  proposed  acquisitions,
provided,  however,  it is  understood  that  Banker will not be  providing  all
investment  banking  functions for the Company and should not be considered  the
Company's investment banker.

     1.  The basic financial terms of the Facility are as follows:

          (a)  The maximum amount of the Facility at any time outstanding and/or
               committed   shall  not  exceed  One   Hundred   Million   Dollars
               ($100,000,000.00).

          (b)  The  purpose  of the  Facility  is to  provide  financing  to the
               Company  and its  subsidiaries  in order to enable the Company to
               make  acquisitions  of other  issuers or their  assets  which are
               identified  by the  Company  as  consistent  with  the  Company's
               business  plan of  aggressive  growth  through  acquisition  (the
               "Acquisitions").  The  proceeds of loans made under the  Facility
               (the "Loans") may be used to (i) fund the purchase  price for the
               stock or assets  acquired  in the  Acquisitions,  (ii)  refinance
               indebtedness  acquired  in the  Acquisitions,  and (iii)  finance
               capital  expenditures  and capital  assets  (such as real estate)
               acquired or identified as necessary or  appropriate in connection
               with  Acquisitions.  Loans made under the  Facility may be bridge
               loans or short- or long-term loans for Acquisitions.  The Company

GenesisIntermedia, Inc.
July 2, 2001
Page 2

               and Lender  are  currently  discussing  the making by Lender of a
               bridge loan to the Company to enable the Company to acquire, in a
               merger,  the assets and  business  of another  issuer.  While the
               Company and the Lender  fully expect that if the  transaction  is
               accomplished  the bridge  loan will be made  under the  Facility,
               each is presently involved in a stage of due diligence and cannot
               predict  whether  the loan  will be  made,  that  decision  to be
               determined  by the  Lender  in its sole  discretion  after it has
               obtained what it considers sufficient  information  regarding the
               transaction  and the proposed loan as well as other factors which
               Lender, in its sole discretion, may deem relevant to it.

          (c)  Each loan made under the  Facility,  if approved by Lender,  will
               carry such terms as the Lender and the Company  agree upon at the
               time  that the  specific  Loan is  made.  Such  factors  shall be
               determined  by  each  of  them  taking  into  account  all of the
               circumstances  surrounding the loan and the transaction,  if any,
               to which it may  relate.  Solely by way of  example  and  without
               intending  to create  limitations  on either  Company  or Lender,
               interest rate, term, collateral and covenants will be among those
               material terms which will be determined on a  loan-by-loan  basis
               under the Facility by negotiation between Lender and the Company.
               All of such material  terms of any loan will depend upon economic
               factors  general to the  marketplace as well as specific  factors
               concerning the Company and the issuer or assets, if any, proposed
               to be  acquired.  Unless the parties  otherwise  agree,  upon the
               occurrence of a default of the Loans,  interest shall  thereafter
               during such default accrue on the outstanding principal amount of
               the Loans at the lesser of such rate plus 200 basis points or the
               maximum rate permitted by law (the "Default  Rate"). A default by
               the Company under one or more Loans shall be considered a default
               under  each and every Loan  outstanding  under the  Facility  and
               shall provide,  among other things, Lender the right to terminate
               the Facility and/or accelerate any one or more of the outstanding
               Loans.


          (d)  The terms of Lender's commitment to make Loans under the Facility
               shall  expire  on June  30,  2004  (the  "Commitment  Termination
               Date"). Any Loans outstanding on the Commitment  Termination Date
               which  do not  provide  amortization  terms  shall  be  amortized
               (straight  line)  over the term  commencing  on the date that the
               loan is  extended  and ending on June 30,  2011,  (the  "Maturity
               Date") with equal  payments of principal,  together with interest
               applicable  thereto,  being made on the last day of each calendar
               quarter from and after the funds are extended.  All principal and
               interest on all Loans that do not  provide  for another  maturity
               date shall be due and payable on the Maturity Date.

          (e)  Both Lender and the Company  expect that a Loan,  if made,  under
               the  Facility  will be  secured  by a lien on  substantially  all


GenesisIntermedia, Inc.
July 2, 2001
Page 3

               assets  of the  Company  and its  subsidiaries  (subject  only to
               permitted liens, to the extent agreed upon by Lender, for working
               capital  loan  facilities  and  leases,  real  estate  financing,
               equipment  facilities and the like) and on  substantially  all of
               the assets and/or stock of any acquired  businesses (subject only
               to liens securing agreed permitted indebtedness).

          (f)  Unless  otherwise  agreed upon,  prepayment of the Loans shall be
               permitted   without   premium  or  penalty.   An  expense  charge
               aggregating  $275,000 shall be paid to Lender by the Company upon
               execution of this letter by Lender. In addition, there shall be a
               funding fee of $900,000  due upon  funding of the first Loan made
               under the Facility.

     2.   (a)  The following  items and  requirements  are among the  conditions
               which will be required to be fulfilled prior to  establishment of
               the Facility and shall be provided to Lender and/or  satisfied by
               the Company,  at the  Company's  expense,  in form and  substance
               satisfactory  to Lender  and to counsel  for Lender  prior to the
               closing:

                    (i)  Execution  and  delivery  of  a  Credit  Agreement  and
                         related Credit  Documents (as defined  therein) in form
                         and  substance  mutually  acceptable  to Lender and the
                         Company.

                    (ii) Delivery of such financial  statements,  balance sheets
                         and other  information  with respect to the Company and
                         its subsidiaries as Lender may request.

                    (iii)There  shall  be no  material  adverse  change  in  the
                         financial condition of the Company and its subsidiaries
                         taken  as a  whole.  In  addition,  there  shall  be no
                         material  misrepresentation,  inaccuracy,  omission  or
                         error in any of the information, documents or materials
                         submitted by the Company to Lender in  connection  with
                         the  Facility  or  in  any  documents  filed  with  the
                         Securities  and  Exchange  Commission  pursuant  to the
                         Federal Securities laws.

                    (iv) An  opinion  from the  Company's  counsel  (in form and
                         substance   satisfactory   to   Lender   in  its   sole
                         discretion).  (v) Such  other  matters as Lender or its
                         counsel determine are required by it.

          (b)  There  is  being   delivered   herewith  to  Lender  a  corporate
               resolution of the Company, which shall include specific authority
               to establish  and borrow under the  Facility,  issue the Warrants
               and  issue  the  Common  Stock  issuable  upon  exercise  of  the
               Warrants,  and certificates of incumbency for the officers acting
               on behalf of the Company.

3.   Lender  shall  receive  either (as  relevant)  simultaneously  herewith  an
     opinion from the Company's counsel in the form attached hereto. The Company


GenesisIntermedia, Inc.
July 2, 2001
Page 4

     will  provide  such  additional  documents,  agreements,  certificates  and
     requirements   as  Lender  or  Lender's   counsel  may  deem  necessary  or
     appropriate to effectuate the terms and conditions hereof to further secure
     the Facility or the Loans, or to otherwise protect the interests of Lender.

4.   The following items and requirements, the satisfaction of which shall be at
     the Lender's sole  discretion,  are conditions  precedent to the funding of
     any Loans under the Facility:


          (a)  The Loan  shall be secured  by  collateral  with a value and of a
               nature acceptable to Lender.

          (b)  Lender shall have  received and reviewed  such legal and business
               information  relating to the  Acquisition  target as Lender shall
               request and Lender  shall be  satisfied  with the results of such
               review.

          (c)  Lender  shall have  received  such  customary  loan and  security
               closing  documents  as  Lender  shall  request,  all in form  and
               substance  acceptable to Lender and as required  under the Credit
               Agreement.

5.   The execution and delivery of the Credit  Agreement  will occur at Lender's
     place of  business  in New York,  New York,  on or before  the fifth  (5th)
     business  day  subsequent  to  satisfaction  by the  Company  of all of the
     conditions  set  forth  herein  to be  satisfied  prior  to  such  signing,
     including  but not  limited to delivery of all  documents  and  evidence of
     satisfaction of other requirements to Lender's counsel,  or such other date
     as is mutually agreeable to the parties.

6.   Lender shall have the right to withdraw this conditional  commitment should
     any of the following events occur:

          (a)  The filing, by or against the Company of a petition in bankruptcy
               or insolvency,  or for reorganization or for the appointment of a
               receiver  or trustee,  or making by the Company of an  assignment
               for the  benefit of  creditors  or the  filing of a petition  for
               arrangement  by the Company,  which  petition is not withdrawn or
               dismissed or which appointment,  assignment or arrangement is not
               canceled or terminated prior to signing of the Credit Agreement.

          (b)  The Company fails to execute and deliver the Warrant Agreement or
               the   Warrants   or  fails  to  provide   evidence   of  the  due
               authorization  of the  issuance  thereof and the  issuance of the
               Common Stock issuable upon exercise of the Warrants.

          (c)  Ramy El-Batrawi fails to execute and deliver the Option Agreement
               or the Options.

          (d)  Any action or  proceeding is commenced by any third party seeking
               to prevent or invalidate  the  consummation  of the  transactions
               contemplated hereby.


GenesisIntermedia, Inc.
July 2, 2001
Page 5

          (e)  The Company incurs an event of default under the Credit Agreement
               or any Loan.

7.   The Company hereby retains the Banker to provide certain investment banking
     services as set forth herein for a period of 24 months from the date hereof
     in connection with possible Acquisitions being considered from time to time
     by the Company whether on its own or as a result of recommendations made by
     Banker to the Company,  and the Banker agrees to act in that role,  subject
     to the terms and  conditions  of set forth in this  letter.  Subject to the
     terms  and  conditions  of this  Agreement,  the  nature  and  scope of the
     Banker's  efforts  shall be  limited  solely  to  matters  relating  to the
     sourcing,  structuring  and  financing of the Company's  Acquisitions  (the
     "Services"),  including,  at the  reasonable  request of the  Company,  the
     following:

          o    Advising  the  Company   regarding  the   Company's   Acquisition
               strategy;

          o    Suggesting from time to time possible Acquisition  candidates for
               the Company,  it being  understood  that Banker shall be under no
               obligation  to bring  any  minimum  number of  candidates  to the
               Company's  attention and it being further  understood that Banker
               shall  not be in  violation  of this  agreement  if Banker or its
               affiliates   bring  potential   Acquisition   candidates  to  the
               attention of other  companies or arrange or otherwise  themselves
               enter into transactions with such potential candidates;

          o    Structuring  Acquisitions,  it being  understood  that  Banker is
               providing  consulting services only and that the Company shall be
               under no obligation to follow Banker's advice;

          o    Proposing to the Company alternative sources of financing outside
               of the Facility for whatever purposes the Company may require and
               which are consistent with the terms of the Facility and any Loans
               made thereunder; and

          o    Undertaking,  on behalf of the  Company,  certain  due  diligence
               functions  in  connection  with any proposed  Acquisitions  being
               considered by the Company.

     Notwithstanding the foregoing, all final determinations on the advisability
     of the identity,  structure and financing for any Acquisition shall be made
     by the Company's  Board of Directors upon advice of its advisors other than
     the Banker,  whose Services  described herein shall be limited to proposing
     targets,  structures and financing for  consideration by the Board and such
     advisors.

     The  Company  agrees  to  retain  its own legal  counsel,  accountants  and
     broker-dealers  for any necessary legal and tax advice,  including any such
     services or related services in connection with the Services to be provided
     by the Banker. In addition, the Services shall not include any underwriting
     or  broker-dealer  related  activities,  and the Company agrees to bear the
     sole responsibility for the negotiation,  preparation, filing, amending and
     distribution  of  any  financing  materials  or  transaction  documents  in
     connection with any of the Acquisitions.


GenesisIntermedia, Inc.
July 2, 2001
Page 6

     As partial consideration for the Services to be rendered by the Banker, the
     Company agrees to indemnify the Banker and the other  Indemnified  Persons,
     as set forth in Annex I hereto,  which is  incorporated  herein  and made a
     part  hereof.  The purpose of this  Section 7 is to set forth the  services
     that the Banker will provide to the Company, as an independent  contractor,
     either as  specifically  provided  herein or as  subsequently  requested in
     writing by the Company and agreed to by the Banker.  The parties  hereto do
     not intend to create any special,  fiduciary or agency relationship between
     them.  The  Services  to be  provided  by the  Banker  hereunder  are to be
     provided  solely by the Banker and that the fees to be paid by the  Company
     hereunder  are solely for the  benefit  of the  Banker.  There may be other
     services  which are  required to be  provided to the Company in  connection
     with any  transaction  contemplated  by this  Agreement  and which  will be
     provided by others (e.g., independent auditors or appraisers). Furthermore,
     the parties hereto  understand  that the Banker is not required to purchase
     any securities.

     8.   (a)  (i)  the  Company   shall  issue  to  Riverdale   warrants   (the
               "Warrants")  to purchase an aggregate of 4 million  shares of the
               Company's  common  stock,  par value  $.001  per  share  ("Common
               Stock")  pursuant to the  Warrant  Agreement  dated  concurrently
               herewith between Riverdale and the Company which will provide for
               three-year  Warrants to purchase 1 million shares at $2 per share
               and 1 million  shares at $4 per share and 2 million  shares at $9
               per  share  and (ii)  Ramy  El-Batrawi,  the  Chairman  and Chief
               Executive Officer of the Company, will grant to Riverdale options
               (the "Options") to purchase an aggregate of 1.5 million shares of
               Common Stock pursuant to the Option Agreement dated  concurrently
               herewith between Riverdale and Mr. El-Batrawi which provides that
               Riverdale shall have the right to purchase 1 million shares at $2
               per share and 500,000 at $4 per share. Mr.  El-Batrawi  agrees to
               place, no later than 30 days from the date hereof,  the 1 million
               shares  subject to the $2 option  granted  by him,  and any other
               shares that may become subject to such option, as a result of the
               anti-dilution provisions of such option, in escrow pursuant to an
               escrow agreement in the form attached hereto.

          (b)  Riverdale  shall not  dispose of any of the  Options or  Warrants
               described  herein or any shares  purchased upon exercise  thereof
               until the earlier of (i) July 2, 2002 (such date,  the  "One-Year
               Date;  (ii)  the  date  on  which  Mr.  El-Batrawi   directly  or
               indirectly  disposes  of any  Restricted  Shares (the date of any
               such sale,  the "Sale Date")  whether or not such  disposition is
               not prohibited pursuant to Section 9(a) hereof; or (iii) Holdings
               or any  successor  to  Holdings  (defined  below)  that  acquires
               beneficial  ownership  in all or  any  of the  Restricted  Shares
               (defined  below),   directly  or  indirectly   disposes  of  such
               Restricted  Shares  in  violation  of the  terms  of the  lock-up
               arrangement described in Section 9(a) below (the date of any such
               sale,  the  "Lock-Up   Violation   Date");  at  which  time,  the

GenesisIntermedia, Inc.
July 2, 2001
Page 7

               obligation  on the  part  of  Riverdale  not  to  sell  shall  be
               terminated and Riverdale shall thereafter be entitled to sell any
               of the  Options,  Warrants or shares  acquired  upon the exercise
               thereof (the period  ending on the earlier of the One-Year  Date,
               the  Sale  Date,  or the  Lock-Up  Violation  Date,  referred  to
               collectively as the "Restricted Period").

          (c)  Notwithstanding  anything  to the  contrary in this  letter,  the
               Warrant  Agreement,  the Option  Agreement,  the  Warrants or the
               Options,  Riverdale agrees not to offer, sell, transfer,  pledge,
               hypothecate,  contract to sell,  grant any option for the sale of
               the  shares of Warrant  Common  Stock or Option  Common  Stock or
               otherwise dispose of, directly or indirectly  (including  through
               short  sale,  loan of  securities  or  derivatives  based  on the
               Company's  Common  Stock),  any of the shares of  Warrant  Common
               Stock  or  Option  Common  Stock  until  after  the  end  of  the
               Restricted  Period.  The Company and Mr.  El-Batrawi agree not to
               file, or cause to be filed,  with the Internal  Revenue  Service,
               any 1099 or similar form with respect to the grant or exercise of
               the Options or Warrants  without the prior  consent of  Riverdale
               which shall not be unreasonably withheld.

          (d)  The Company shall  promptly  after the date hereof file and cause
               to  become  effective  within  90 days  from  the  date  hereof a
               registration  statement under the Securities Act of 1933 covering
               the  securities  described  herein  so as to  permit  the sale by
               Lender  and/or to the public of the shares into which the Options
               and Warrants are exercisable.  Such registration  statement shall
               remain in effect until the date on which  Riverdale no longer own
               any Warrants, Options or shares of Common Stock acquired upon the
               exercise of the Warrants and/or Options or the date Riverdale may
               sell all Common Stock  acquired upon the exercise of the Warrants
               and/or Options under Rule 144 without limitation as to volume. In
               addition,  the Company and  Riverdale  are today  entering into a
               Registration  Rights  Agreement  granting  Riverdale   additional
               registration  rights.  Riverdale shall have a right to direct Mr.
               El-Batrawi  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 documents which affect the rights of the
               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.

9.   In order to induce Riverdale to enter into this Agreement:

          (a)  Each of Ultimate Holdings,  Ltd.  ("Holdings") and Mr. El-Batrawi
               hereby agrees not to directly or  indirectly  sell or dispose of,
               transfer, pledge, hypothecate, contract to sell, grant any option
               for the sale of the  shares  of  Warrant  Common  Stock or Option
               Common  Stock that is subject to the escrow in favor of Riverdale
               or  otherwise  dispose  of,  directly  or  indirectly  (including
               through short sale,  loan of securities or  derivatives  based on
               the  Company's  Common  Stock) any of the shares of Common  Stock
               owned  by  Holdings  or  Mr.   El-Batrawi   on  the  date  hereof
               (collectively,  the  "Restricted  Shares") during the period that


GenesisIntermedia, Inc.
July 2, 2001
Page 8

               commences on the date hereof and terminates at 5:00 p.m.  Pacific
               Time on July 1, 2002; provided, however, that the foregoing shall
               not apply to (i) sales of no fewer than  500,000  shares per sale
               of  Restricted  Shares to  "qualified  institutional  buyers" (as
               defined in Rule 144A(a)(1)  promulgated  under the Securities Act
               of  1933,  as  amended  ("Securities  Act"))  or  (ii)  sales  to
               accredited   investors  ((as  defined  in  Regulation  D  of  the
               Securities Act), except that in the case of individual  investors
               and  accredited  investors  whose  accreditation  is  based  upon
               accredited  individual  investors,  only those  individuals whose
               individual  net  worth  at  the  time  of  his  purchase  exceeds
               $1,000,000,  will qualify as an accredited  investor for purposes
               of this  Agreement)  (a) who are  acceptable  to Riverdale in its
               sole  discretion  and (b)  who  agree  to  enter  into a  lock-up
               agreement  with respect to any  Restricted  Shares  acquired from
               Holdings or Mr.  El-Batrawi  that is (1)  acceptable to Riverdale
               and is (2) no less restrictive on such purchaser than the lock-up
               agreement of Holdings and Mr. El-Batrawi herein is restrictive on
               their  sales  of  Restricted  Shares.  In the  case of  sales  to
               qualified  institutional  buyers,  such buyers must be completely
               unaffiliated  with  Holdings,   its  controlling   persons,   Mr.
               El-Batrawi,  the Company or any of its  affiliates and there must
               be no  understandings,  agreements  or  arrangements,  written or
               oral, other than solely that the buyer is purchasing  shares from
               the seller for cash and that the shares will be  delivered to the
               buyer  regular way. Mr.  El-Batrawi  and Holdings each agree that
               Riverdale  shall be  entitled to seek  injunctive  relief for any
               violation  or  threatened  violation  of  this  Section  9 in the
               courts,  Federal and State,  located in the State of New York and
               that Mr.  El-Batrawi and Holdings  submit to the  jurisdiction of
               such courts for the purposes of this agreement.  Prior to July 2,
               2002,  the Company  will not purchase or arrange for the purchase
               of any Restricted Shares.

          (b)  Holdings and Mr. El-Batrawi agree to place a legend, satisfactory
               to   Riverdale,   on  any  physical   certificates   representing
               Restricted Shares which they now have or which they obtain in the
               future and to notify any other holders of their Restricted Shares
               (including  pledgees  thereof) to the effect that the transfer of
               the  Restricted  Shares  is  restricted  by  the  terms  of  this
               agreement and that such  restrictions  may not be lifted prior to
               July 2, 2002.  Holdings and Mr. El-Batrawi shall further instruct
               in writing  (and obtain the written  agreement of such holders to
               follow such instructions) such holders to periodically, and in no
               event less frequently  than monthly,  report to Riverdale and the
               Company any dispositions or other transfers of Restricted  Shares
               and  to  report  to  Riverdale   each  month  their  holdings  of
               Restricted  Shares  at the end of said  month.  Such  instruction
               shall be irrevocable  through to July 1, 2002 without the consent
               of Riverdale.  In addition,  at the end of the Restricted  Period
               each of Holdings and Mr.  El-Batrawi shall prove to Riverdale and
               the Company's  satisfaction  its compliance with the restrictions
               set forth in  subparagraph  (a)  immediately  above.  Should  the
               agreement  set forth in  subparagraph  (a)  immediately  above be
               violated by either Mr.  El-Batrawi or Holdings (or any subsequent
               transferee thereof who has entered into a similar agreement), the

GenesisIntermedia, Inc.
July 2, 2001
Page 9

               violating  party  shall owe  Riverdale,  in addition to any other
               relief  that  Riverdale  may be  entitled  to pursue,  the sum of
               $35,000 per day from the date of the  violation  through  July 1,
               2002.  The Company agrees that it will not effect any transfer of
               any of Holdings or Mr El-Batrawi's  directly or indirectly  owned
               Restricted  Shares in violation  of this Section 9 including  any
               shares  which  bear any  legend  that  shall be  placed  upon the
               certificates  and that should the Company  effect any transfer of
               any shares  owned  directly  or  indirectly  by Holders or by Mr.
               El-Batrawi in violation of the restrictions required to be placed
               on the certificates or knowingly  otherwise effect such transfer,
               then the  Company  shall be  responsible  for the  payment of the
               $35,000 per day to the extent it is not paid by  Holdings  and/or
               Mr.  El-Batrawi  and Holdings  and the Company  agree that to the
               extent  that the  $35,000  per day is due and payable by Holdings
               (including  by virtue of not  certifying to compliance at the end
               of the Restricted  Period) and Riverdale informs the Company that
               it has not paid,  the Company will pay to  Riverdale  any and all
               amounts  owed to Holdings  from the Company for any  obligations,
               including interest, owed by the Company to Holdings

          (c)  In  addition  to  and  notwithstanding  the  foregoing,  each  of
               Holdings  and Mr.  El-Batrawi  agree that during the period which
               ends at 5:00 p.m.  Pacific  Time on July 1, 2002,  should  either
               party wish to dispose from time to time of shares of Common Stock
               at a price which  price is lower than 90% of the average  closing
               market  price of the  Common  Stock,  as  reported  by a national
               securities  exchange  on which the  shares  are listed and is the
               primary  market for such shares or if the primary market for such
               shares is the  Nasdaq,  then on  Nasdaq  during  the  prior  five
               business days, the proposed seller shall notify  Riverdale of its
               intent to do so and  Riverdale  shall  have the right  within two
               business  days to purchase such shares on the terms on which they
               are being  proposed to be sold,  the closing for which shall take
               place no later than three business days after Riverdale agrees to
               so purchase such shares; provided however, that if Riverdale does
               not so  propose  to  purchase  such  shares  on such  basis,  the
               proposed seller may dispose of such shares on such proposed terms
               and no more favorable  terms to the buyer thereof for a period of
               10 business days  thereafter  but, if it does not do so, it shall
               again be subject to this  requirement.  Nothing in the  preceding
               sentence is intended  to modify any of the  agreements  otherwise
               contained in this Section 9.

          (d)  A sale of  Common  Stock by Mr.  El-Batrawi  or  Holdings  as the
               result of the exercise of a Warrant or Option by Riverdale  shall
               not  constitute  a sale for  purposes of Sections 8 and 9 herein.
               This  exclusion  includes the sale pursuant to the exercise of an
               option granted by Mr.  El-Batrawi or Holdings to the Company that
               is exercisable  solely upon and at the same price as the exercise
               of a Warrant or Option by Riverdale.


GenesisIntermedia, Inc.
July 2, 2001
Page 10

     If the Company  agrees with the  foregoing,  please  countersign  below and
return the original of this letter to the  undersigned  by July 2, 2001, or this
conditional commitment will terminate.

     We thank you for the opportunity to serve your Acquisition financing needs.

                                     Sincerely,

                                     RIVERDALE LLC



                                     By: _________________________________
                                         Robert J. Mitchell
                                         Manager

Agreed and Accepted:

GENESISINTERMEDIA, INC.


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

RAMY EL-BATRAWI


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


ULTIMATE HOLDINGS, LTD.


By: ________________________________
      Adnan Khashoggi




                                     Annex 1

     The  Company  agrees to  indemnify  and hold  harmless  the  Banker and its
affiliates,  the  respective  directors,  officers,  agents and employees of the
Banker and its affiliates and each other person, if any,  controlling the Banker
or any of its  affiliates  (the  Banker and each such  person  and entity  being
referred to as an  "Indemnified  Person"),  to the full extent lawful,  from and
against  any losses,  claims,  damages or  liabilities  (or  actions,  including
shareholder  actions,  in respect  thereof)  related  to or arising  out of this
engagement or the Banker's role in connection therewith,  and will reimburse any
Indemnified  Person for all expenses  (including  counsel fees) incurred by such
Indemnified Person in connection with investigating,  preparing or defending any
such action or claim,  whether or not in  connection  with pending or threatened
litigation  in which any  Indemnified  Person is a party.  The Company will not,
however, be responsible for any claims, liabilities, losses, damages or expenses
which result from any  compromise or  settlement  not approved by the Company or
which result  primarily  from the  recklessness  or the gross  negligence of any
Indemnified  Person  or  a  breach  of  the  Banker's   obligations  under  this
engagement.  The Company also agrees that no  Indemnified  Person shall have any
liability to the Company for or in connection with this  engagement,  except for
any such liability for losses, claims, damages, liabilities or expenses incurred
by the Company that results from gross  negligence or willful  misconduct of the
Indemnified  Person. The foregoing  agreement shall be in addition to any rights
that any Indemnified Person may have at common law or otherwise,  including, but
not limited to, any right to contribution.  The Company's agreement to indemnify
the Banker and other  Indemnified  Persons pursuant to this engagement shall not
be disclosed  publicly or made available to third parties by either party hereto
without the other party's prior written consent.

     If any action or proceeding is brought  against any  Indemnified  Person in
respect of which indemnity may be sought against the Company pursuant hereto, or
if any Indemnified Person receives notice from any potential litigant of a claim
which such person  reasonably  believes will result in the  commencement  of any
such action or proceeding,  such  Indemnified  Person shall promptly  notify the
Company in writing of the  commencement of such action or proceeding,  or of the
existence  of any such claim,  but the  omission so to notify the Company of any
such  action  or  proceeding  shall  not  relieve  the  Company  from any  other
obligation or liability  which it may have to any Indemnified  Person  otherwise
than under this agreement or with respect to any other action or proceeding.  In
case any such action or  proceeding  shall be brought  against  any  Indemnified
Person,  the  Company  shall  be  entitled  to  participate  in such  action  or
proceeding,  and after  written  notice  from the  Company  to such  Indemnified
Person,  to assume the defense of such action or proceeding  with counsel of the
Company's  choice,  or  compromise or settle such action or  proceeding,  at its
expense (in which case the Company shall not thereafter be  responsible  for the
fees and expenses of any separate counsel retained by such Indemnified  Person),
provided,  however,  that such counsel shall be  satisfactory to the Indemnified
Person in the exercise of its reasonable judgment. Notwithstanding the Company's
election to assume the defense of such action or  proceeding,  such  Indemnified
Person shall have the right to employ separate counsel and to participate in the
defense of such action or proceeding,  and the Company shall bear the reasonable
fees,  costs and expenses of such  separate  counsel,  if (a) the use of counsel
chosen by the Company to represent  such  Indemnified  Person would present such
counsel with a conflict of interest;  (b) the  defendants in, or targets of, any


such action or proceeding  include both an  Indemnified  Person and the Company,
and such  Indemnified  Person shall have reasonably  concluded that there may be
legal  defenses  available  to it or to  other  Indemnified  Persons  which  are
different  from or additional  to those  available to the Company (in which case
the  Company  shall not have the right to direct the  defense of such  action or
proceeding on behalf of the Indemnified  Person); (c) the Company shall not have
employed counsel  satisfactory to such Indemnified Person in the exercise of the
Indemnified  Person's  reasonable  judgment to represent such Indemnified Person
within a  reasonable  time after  notice of the  institution  of such  action or
proceeding; or (d) the Company shall authorize such Indemnified Person to employ
separate counsel at the Company's expense.

     To provide  for just and  equitable  contribution,  if the  indemnification
provided for in this Annex I is unavailable to an Indemnified  Person in respect
of any loss, liability, claim, damage or expense referred to therein because the
same is determined unenforceable on grounds of illegality,  policy or otherwise,
then  the  Company,  in lieu of  indemnifying  such  Indemnified  Person,  shall
contribute to the amount paid or payable by such Indemnified  Person as a result
of such losses, liabilities,  claims, damages and expenses in such proportion as
is appropriate to reflect the relative  benefits received by the Company and the
Banker,  provided,  however,  that  if  applicable  law  does  not  permit  such
allocation,  then other relevant equitable  considerations  such as the relative
fault of the Company and the Banker in connection  with the facts which resulted
in  such  losses,  liabilities,  claims,  damages  and  expenses  shall  also be
considered.  The relative  benefits received by the Banker shall be deemed to be
in the same proportion as the total fee the Banker receives  hereunder and bears
to the total net proceeds from any loan obtained by the Company.  The balance of
all  benefits  from the Sale not  received  by the Banker  shall be deemed to be
received by the Company. The relative fault, in the case of an untrue statement,
alleged untrue statement, omission, or alleged omission, shall be determined by,
among other things,  whether such statement,  alleged  statement,  omission,  or
alleged omission  related to information  supplied by the Company or the Banker,
and  the  parties'  relative  intent,  knowledge,  access  to  information,  and
opportunity to correct or prevent such statement, alleged statement, omission or
alleged  omission.  The Company and the Banker agree that it would be unjust and
inequitable  if the  respective  obligations  of the  Company and the Banker for
contribution  were  determined  by pro  rata  or per  capita  allocation  of the
aggregate losses, liabilities, claims, damages, and expenses (even if the Banker
and the other  Indemnified  Persons were treated as one entity for such purpose)
or by any  other  method  of  allocation  that does not  reflect  the  equitable
considerations  referred to in this Annex I.  Notwithstanding  the provisions of
this Annex I, the  Banker  shall not be  required  to  contribute  any amount in
excess of the amount by which the total fee  received by the Banker  exceeds the
amount of any damages  which the Banker has  otherwise  been  required to pay by
reason of such  untrue or  alleged  untrue  statement  or  omission  or  alleged
omission. No person guilty of a fraudulent misrepresentation (within the meaning
of Section  11(f) of the  Securities  Act of 1933,  as amended (the  "Securities
Act")  shall be entitled  to  contribution  from any person who is not guilty of
such fraudulent misrepresentation. For purposes of this Annex I, each person, if
any, who controls an Indemnified  Person within the meaning of Section 15 of the
Securities  Act or Section  20(a) of the Exchange  Act of 1934,  as amended (the
"Exchange Act"), and each employee,  agent and counsel of an Indemnified  Person
who is acting within the scope of his or her employment,  agency or appointment,



shall have the same rights to contribution as such Indemnified Person.  Anything
in this Annex I to the  contrary  notwithstanding,  no party shall be liable for
contribution  with  respect to the  settlement  of any claim or action  effected
without its written  consent.  This Annex I is intended to  supersede  any other
right to contribution under the Securities Act, the Trust Indenture Act of 1939,
as amended,  the Exchange Act, or otherwise.  Any party entitled to contribution
will,  promptly after receipt of notice of commencement  of any action,  suit or
proceeding  against such party in respect of which a claim for  contribution may
be made against  another  party or parties under this Annex I, notify such party
or parties from whom  contribution  may be sought,  but the failure to so notify
such  party or  parties  shall  not  relieve  the  party or  parties  from  whom
contribution  may be  sought  from  any  other  obligation  it or they  may have
hereunder or otherwise than under this Annex I.