THE  SECURITIES  OFFERED  HEREBY  HAVE  NOT  BEEN  REGISTERED  PURSUANT  TO  THE
SECURITIES  ACT OF 1933,  AS  AMENDED,  OR ANY STATE  SECURITIES  LAW,  AND SUCH
SECURITIES MAY NOT BE SOLD,  TRANSFERRED OR OTHERWISE  DISPOSED OF IN THE UNITED
STATES  OR TO U.S.  PERSONS  (OTHER  THAN  DISTRIBUTORS)  UNLESS  THE  SAME  ARE
REGISTERED  AND  QUALIFIED  IN  ACCORDANCE  WITH  THE  SECURITIES  ACT  AND  ANY
APPLICABLE  STATE  SECURITIES  LAWS, OR AN EXEMPTION FROM SUCH  REGISTRATION AND
QUALIFICATION  IS  AVAILABLE.  HEDGING  TRANSACTIONS  INVOLVING  THE  SECURITIES
OFFERED  HEREBY MAY NOT BE CONDUCTED  UNLESS IN COMPLIANCE  WITH THE  SECURITIES
ACT.

                          DEBENTURE PURCHASE AGREEMENT

     This DEBENTURE  PURCHASE AGREEMENT (this "Agreement") is entered into as of
the  ___  day  of  ____,  ____  between   _________________,   a  _____  company
("Purchaser"),  and  GenesisIntermedia.com,  Inc., a Delaware  corporation  (the
"Company").

     WHEREAS  the  Company  is in the  business  of  conducting  business  as an
integrated  marketing  solutions  provider  utilizing   conventional  media  and
interactive  multimedia  technologies as described in the Company's Registration
Statement  on Form SB-2  (File No.  333-66281)  on file with the  United  States
Securities and Exchange Commission (the "SEC") (as amended through Amendment No.
6, the "Registration Statement"); and

     WHEREAS the Company  desires to issue and sell a debenture and a warrant to
purchase shares of its common stock to Purchaser  pursuant to the exemption from
registration  under the United  States  Securities  Act of 1933, as amended (the
"Securities Act") provided by Regulation S promulgated thereunder ("Regulation S
") and Purchaser desires to acquire such debenture and warrant, on the terms and
conditions set forth herein and in compliance with Regulation S.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants  and  agreements   contained  herein,  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending  to be legally  bound  hereby,  the  parties  hereto  hereby  agree as
follows:

         Section 1         ISSUANCE OF SECURITIES.

     Section 1.1 Purchase and Sale of Securities; the Closing; EscrowSection 1.2
Purchase and Sale of the Securities; the ClosingSection 1.2 Purchase and Sale of
the Securities; the Closing. In reliance upon the representations of the Company
contained  in Section  1.6 hereof and  subject to the terms and  conditions  set
forth herein,  the Company  shall sell to the Purchaser and the Purchaser  shall
purchase  from the Company a debenture  in the  principal  amount of  __________
United States Dollars  (US$_______)  (the "Debenture") and a warrant to purchase
the  number of  shares of common  stock of the  Company,  par value  $.001  (the
"Common Stock"),  equivalent to the quotient  obtained by dividing the principal
amount of the  Debenture  by the per  share  purchase  price of $___,  or ______
shares of Common Stock of the Company (the  "Warrant,"  together with the Common
Stock  underlying  the  Warrant  and  the  Debenture,   the  "Securities"),   in
consideration  of the payment by  Purchaser  to the Company of  __________United
States Dollars (US$_____) (the "Purchase Price").
<PAGE>
     Section 1.2 Exercise and Redemption of Warrant.

     (a) The Warrant shall have a per share exercise price of one hundred twenty
percent  (120%) of the price at which the Common Stock of the Company is offered
to the public in the  Company's  registered  initial  public  offering (the "IPO
Price").  The Purchaser shall tender the Warrant  certificate it receives at the
Closing (the  "Closing")  of the purchase and sale of the  Securities,  together
with an executed  Election for Exercise form and payment for the shares issuable
upon such  exercise,  to the  Company at the  address  specified  in Section 5.5
hereof.  Within  ten (10)  days of its  receipt  of such form and  payment,  the
Company  shall cause its  transfer  agent to return,  by  overnight  carrier,  a
certificate or  certificates  representing  the number of shares of Common Stock
issuable upon the Purchaser's  election to exercise its rights under the Warrant
and a new Warrant  certificate  representing the remaining balance of the shares
purchasable under the Warrant to the Purchaser.

     (b) The Warrant  shall be  redeemable by the Company at its option at a per
share  redemption  price of $.01 at any time after the share price of the Common
Stock of the Company shall have closed for twenty (20) consecutive  trading days
at a price equal to or greater than two hundred percent (200%) of the IPO Price.
In the event that the  Company  provides  notice to the  Purchaser  pursuant  to
Section 5.5 hereof that the Company  intends to exercise its right of redemption
in accordance  with this Section  1.2(b),  the Purchaser shall have the right to
exercise  the  Warrant  within  fifteen  (15)  business  days of the date of its
receipt of such notice.
<PAGE>

     Section  1.3 Shares  Issuable  Upon  Exercise  of  Warrant;  Expiration  of
Warrant.

     (a) One-third of the total number of shares of Common Stock issuable to the
Purchaser  upon  exercise  of the  Warrant  may be  transferred  or  sold by the
Purchaser  in  a  cumulative  fashion  on  the  120th,  240th  and  360th  days,
respectively,  following the date on which the Company's  Registration Statement
is declared effective by the SEC (the "Effectiveness Date"). The shares issuable
upon  exercise  of the  Warrant  shall  not  be  subject  foregoing  contractual
restrictions  in the event that the Purchaser  elects to exercise the Warrant in
accordance with Section 1.2(b) hereof.

     (b) Resales of any of the shares  issuable  upon exercise of the Warrant by
the  Purchaser  must  be made in  accordance  with  Rules  901  through  905 and
Preliminary  Notes  of  Regulation  S,  the  registration  requirements  of  the
Securities Act or an exemption  therefrom.  Regulation S generally provides that
resales may be not be effected  within the United  States or to U.S.  persons or
for the account or benefit of U.S.  persons  prior to the  expiration of the one
(1)  year  distribution  compliance  period  described  in Rule  903;  provided,
however,  that  resales  may be  made  at any  time to  non-U.S.  persons  in an
"offshore transaction," in accordance with Rule 902 and 904.

     (c) The Warrant  shall  expire at 5:00 p.m.  Pacific  Time on May 18, 2002,
three (3) years from the date of issuance.

     Section 1.4 The Terms of the Debenture.  The holder of the Debenture issued
pursuant to this Agreement shall be entitled to receive the principal  amount of
the  Debenture,  _________  United States  Dollars  (US$_______),  together with
accrued but unpaid interest thereon at a rate equal to __________ Percent (___%)
per  annum  (i) on the  thirtieth  (30th)  day  following  the date on which the
Company's Registration Statement is declared effective by the SEC (the "Maturity
Date") or (ii) in the event that the  Company's  Registration  Statement has not
been declared  effective by the SEC within 180 days of the date of the Debenture
(the "Registration Period"), upon the demand of the Purchaser. The Company shall
make  payments of accrued and unpaid  interest  on the  principal  amount of the
Debenture  within ten (10) days of the last day of each quarter of the Company's
fiscal year,  commencing on June 30, 1999 and  terminating  on the Maturity Date
                                       2
<PAGE>
or, in the event that the Registration Statement has not been declared effective
by the SEC  during  the  Registration  Period,  upon  demand  for  repayment  of
principal.

     Section 1.5 The Closing.  The Closing shall be held at 10:00 a.m.,  Pacific
Time on _____, 19___ (the "Closing Date"), at the principal executive offices of
the  Company or at such other time or place or on such other date as the parties
hereto may mutually  agree. On the Closing Date, the Company will deliver to the
Purchaser through the escrow (the "Escrow") established pursuant to that certain
escrow agreement (the "Escrow  Agreement")  dated as of _____,  19__ between the
Company,  Millennium Financial Group, Inc. and Nida & Maloney, P.C. (the "Escrow
Agent") an  instrument  and a  certificate  representing  the  Debenture and the
Warrant, respectively, and the Purchaser will deliver to the Company through the
Escrow  immediately  available funds in the amount of the Purchase Price by wire
transfer to the escrow  account  provided in the Escrow  Agreement and set forth
below (or such other account as may be established by the parties):

                             Montecito Bank & Trust
                                1000 State Street
                            Santa Barbara, CA 93101
                       ABA # _____________ Attorney Trust
                          Account Account # __________
                             Attn: _______________
          GenesisIntermedia.com, Inc.- Millennium Financial Transaction

     Section  1.6  Representations  and  Warranties  of the  Company.

     The Company  represents  and warrants to Purchaser  that on the date hereof
and as of the Closing Date:

     (a) The Company is a corporation  duly organized,  validly  existing and in
good standing under the laws of the State of Delaware and is duly qualified as a
foreign  corporation  in  each  jurisdiction  in  which  the  character  of  the
properties  owned  or held  under  lease  by it or the  nature  of the  business
transacted  by it requires  such  qualification.  The Company has all  requisite
power to transact the business it transacts and proposes to transact, to execute
and deliver this Agreement and all other  documents and agreements  contemplated
hereby and  thereby,  and to perform  the  provisions  hereof and thereof and to
consummate the transactions contemplated hereby and thereby.

     (b) The execution, delivery and performance of this Agreement and all other
documents  and  agreements  contemplated  hereby to be executed,  delivered  and
performed by the Company, and the consummation of the transactions  contemplated
hereby or thereby,  have been duly authorized and approved by the Company.  This
Agreement  and all other  documents  and  agreements  contemplated  hereby to be
executed and delivered by the Company have each been duly  authorized,  executed
and delivered by, and each is the valid and binding  obligation of, the Company,
enforceable against it in accordance with its terms, except as may be limited by
applicable bankruptcy,  reorganization,  insolvency, moratorium or other similar
laws or by legal or  equitable  principles  relating to or  limiting  creditors'
rights generally.

     (c) The authorized and issued capital stock of the Company  consists of the
following:  25,000,000  authorized  shares of  Common  Stock,  par value  $.001,
3,310,000 shares of which are issued and outstanding;  and 5,000,000  authorized
shares  of  preferred  stock,  par  value  $.001,  450,000  of which  have  been
designated as Series A Convertible  Preferred  Stock and 142,858 shares of which

                                       3
<PAGE>
are issued and  outstanding.  The Common  Stock  issuable  upon  exercise of the
Warrant,  upon payment of the exercise price therefor,  will be duly and validly
issued, fully paid and nonassessable.

     (d) The consummation of the transactions contemplated by this Agreement and
the  performance  of the terms and  provisions  of this  Agreement and any other
documents or agreements  contemplated hereby will not (i) contravene,  result in
any breach of, or constitute a default under any  indenture,  mortgage,  deed of
trust,  bank loan or  credit  agreement,  corporate  charter,  by-laws  or other
material agreement or instrument to which the Company is a party or by which the
Company or any of its  properties  is bound,  (ii)  conflict with or result in a
breach of any of the terms,  conditions or provisions of any order of any court,
arbitrator  or  federal,  state,  municipal  or other  governmental  department,
commission,  board,  bureau,  agency or  instrumentality,  domestic  or  foreign
(collectively, "Governmental Person") applicable to the Company or (iii) violate
any  material  provision  of any  statute  or other  rule or  regulation  of any
Governmental Person applicable to the Company.

     (e) No consent,  approval or authorization  of, or registration,  filing or
declaration  with,  any person or entity is  required  for the  transfer  of the
Securities or the valid delivery of the Securities or for the performance by the
Company of this  Agreement  or any other  documents or  agreements  contemplated
hereby, other than the filings, registrations or qualifications under securities
laws or that may be  required  to be made or  obtained  in  connection  with the
offer, transfer, sale or delivery of the Securities or any interest therein.

     (f) (h) (h) Upon  issuance  (including  payment of the purchase or exercise
price  therefor),  Purchaser  shall  acquire  good and  marketable  title to the
Securities  free and clear of all covenants,  conditions,  restrictions,  liens,
pledges, charges, encumbrances, options and adverse claims or rights of any kind
whatsoever.
<PAGE>

     Section 1.7  Representations,  Warranties and Covenants of Purchaser.

     Purchaser  represents,  warrants  and  covenants to the Company that on the
date  hereof,  as of the Closing  Date and as of the date of any exercise of the
Warrant and any transfer of Securities:

     (a) Purchaser has all requisite power to execute and deliver this Agreement
and any Security exercised,  and all other documents and agreements contemplated
hereby and  thereby,  and to perform  the  provisions  hereof and thereof and to
consummate the transactions contemplated hereby and thereby.

     (b) The  execution,  delivery and  performance  of this  Agreement  and any
Security exercised,  and all other documents and agreements  contemplated hereby
and thereby,  and the  consummation of the transactions  contemplated  hereby or
thereby,  have been duly  authorized and approved by Purchaser.  This Agreement,
and all other  documents  and  agreements  contemplated  hereby,  including  any
Security exercised,  have each been, or will be upon exercise,  duly authorized,
executed  and  delivered  by, and each is the valid and binding  obligation  of,
Purchaser  enforceable against Purchaser in accordance with its terms, except as
may be limited by applicable bankruptcy, reorganization,  insolvency, moratorium
or other  similar  laws or by  legal  or  equitable  principles  relating  to or
limiting creditors' rights generally.

     (c)  Purchaser is a company  organized  under the law of ___________ having
its principal place of business in Jersey. Purchaser is not a U.S. Person within
the meaning of Regulation S.
                                       4
<PAGE>
     (d) Purchaser is an "accredited  investor" within the meaning of Regulation
D under the  Securities  Act, and is acquiring the Securities for investment for
its own account, and not with a view to distribution subject,  nevertheless,  to
any  requirement of law that the  disposition of its property shall at all times
be within its control.  Purchaser has such knowledge and experience in financial
and business  matters that it is capable of  evaluating  the merits and risks of
purchasing  the  Securities.  Purchaser is aware that it may be required to bear
the economic risk of an investment in the Securities  for an indefinite  period,
and  it  is  able  to  bear  such  risk  for  an  indefinite  period.  Purchaser
acknowledges  (i) that the  Securities  being and to be  acquired  by it are not
being  registered  under the  Securities Act on the grounds that the issuance of
such securities is exempt from registration under Section 4(2) of the Securities
Act as not involving any public offering,  (ii) that the Securities being and to
be  acquired  by it are not being  registered  under the  Securities  Act on the
grounds that the issuance of such securities is exempt from  registration  under
Regulation  S as being  made in an  offshore  transaction  (as  defined  in such
Regulation) not to a U.S. person (as defined in such  Regulation) and (iii) that
the  Company's  reliance  on  such  exemption  is  predicated  in  part  on  the
representations made to the Company by the Purchaser in this Section 1.3.

     (e)  Purchaser  acknowledges  and  agrees  that  until  one year  after the
conclusion  of the  transactions  contemplated  hereby,  an offer or sale of the
Securities within the United States may violate the registration requirements of
the  Securities  Act if such offer or sale is made  otherwise than in accordance
with Rule 144A under the  Securities  Act.  Purchaser  agrees to comply with the
offering  restrictions  provided in Rule 902(g) of Regulation S and that it will
resell the Securities  only in accordance  with Rules 903 or 904 of Regulation S
(copies of which have been  provided to  Purchaser),  pursuant  to  registration
under  the  Securities  Act or  pursuant  to an  available  exemption  from such
registration.

     (f)  Purchaser  has received and reviewed a complete  copy of the Company's
Registration  Statement on Form SB-2 and all  amendments  thereto and has had an
opportunity  to make such inquiry of  management of the Company as Purchaser has
desired.

     (g) Purchaser  acknowledges receipt of a confirmation of the type described
in the last sentence of Section 5.1.

     (h)  Purchaser  agrees to execute and  deliver  such  market  stand-off  or
lock-up agreements as the managing underwriter(s) for the Company's underwritten
public  offering(s) shall request in connection with such  offering(s),  in such
form and in such manner as shall be requested by such managing underwriters. The
agreement  contained  in this clause (h) shall relate to all  securities  of the
Company owned, directly or indirectly,  by Purchaser,  whether acquired pursuant
to this Agreement or otherwise.

     (i) Purchaser agrees not to enter into,  directly or indirectly,  any short
sale or  similar  transactions  involving  the  Company's  Common  Stock  or any
derivative security.

     Section 2  CONDITIONS  TO  OBLIGATIONS  OF  PURCHASER.  The  obligation  of
Purchaser to purchase and pay for the  Debenture  and the Warrant on the Closing
Date shall be subject to the  satisfaction  on or before the Closing Date of the
conditions hereinafter set forth:

     Section 2.1 Proceedings Satisfactory.  All proceedings taken on or prior to
the  Closing  Date in  connection  with the  issuance of the  Debenture  and the
Warrant and the  consummation of the  transactions  contemplated  hereby and all
documents  and  papers  relating  thereto  shall  be  satisfactory  in form  and
substance to Purchaser and its counsel.
                                       5
<PAGE>
     Section 2.2 Representations True. All representations and warranties of the
Company  contained herein shall be true and correct in all respects on and as of
the  Closing  Date  with the same  effect  as though  such  representations  and
warranties  had been made on and as of the Closing  Date and the  Company  shall
have  performed  in all  respects  all  agreements  on its part  required  to be
performed under this Agreement on or prior to the Closing Date.

     Section 2.3 The Purchase by Purchaser  Permitted by  Applicable  Laws.  The
sale by the  Company and the  payment  for the  Debenture  and the Warrant to be
purchased by Purchaser  (i) shall not be  prohibited  by any  applicable  law or
governmental  regulation,  release,  interpretation  or opinion,  (ii) shall not
subject  Purchaser  to any penalty  under or pursuant to any  applicable  law or
governmental  regulation,   and  (iii)  shall  be  permitted  by  the  laws  and
regulations of the jurisdictions to which Purchaser is subject.

     Section 2.4  Execution  and  Delivery of  Documents.  Purchaser  shall have
received the  following,  duly  executed and delivered and in form and substance
satisfactory  to Purchaser  and its counsel:  an  instrument  and a  certificate
representing  the  Debenture  and the  Warrant,  respectively,  and  such  other
documents  and  information  as Purchaser may  reasonably  request in connection
herewith.

     Section 3 COVENANTS

     Section 3.1 Registration Rights.

     (a) The  Company  agrees to  register  the Common  Stock to be issued  upon
exercise  of the  Warrant  upon  Purchaser's  demand  within  ninety  (90)  days
following  the  Effectiveness  Date.  If the  Company  determines  that  it will
register  the Common  Stock  issued upon  exercise of the Warrant for any reason
other than  Purchaser's  demand,  Purchaser shall join in and cooperate with the
Company in effecting such registration.  If Purchaser shall fail to so cooperate
with the Company in effecting such  registration,  this registration right shall
lapse.  Purchaser will also be permitted to participate in any  registrations by
the Company in firm commitment underwritings,  pari passu with any other holders
of piggy-back  registration rights without preference,  to the extent and in the
manner permitted by the managing underwriter thereof.

     (b) Resales of any of the shares of Common Stock  issuable upon exercise of
the Warrant by the Purchaser  must be made in accordance  with Rules 901 through
905 and  Preliminary  Notes of  Regulation S as set forth in Section  1.3(b) and
shall be subject to the contractual restrictions set forth in Section 1.3(a).

     Section 3.2  Covenants of the  Company.  The Company  covenants  and agrees
that:

     (a) Corporate Existence. The Company will do or cause to be done all things
necessary to preserve and keep in full force and effect the Company's  corporate
existence in accordance with the rights  (charter and  statutory),  licenses and
franchises  of the Company;  provided,  however,  that the  foregoing  shall not
restrict any merger  involving  the Company,  whether or not it is the surviving
corporation.

     (b)  Taxes.   The  Company  shall  pay  prior  to  delinquency  all  taxes,
assessments and governmental levies that may be imposed upon the Company, except
as contested in good faith and by appropriate proceedings.

     (c) Compliance with Laws. The Company shall comply in all respects with all
applicable  laws,  statutes  and  regulations  of  any  Governmental  Person,  a
                                       6
<PAGE>
violation  of which  would  have a  material  adverse  effect  on the  financial
condition, operations, business, profits, prospects or properties of the Company
or the validity or  enforceability  of this Agreement or any other  documents or
agreements   contemplated   hereby  or  thereby  or  any  of  the   transactions
contemplated hereby or thereby.

     (d) Payment of Expenses. In the event the transactions contemplated by this
Agreement  are  consummated,  the Company  shall  promptly pay to Purchaser  all
reasonable  costs and  out-of-pocket  expenses of Purchaser,  including  without
limitation  its  reasonable  attorneys'  fees,  incurred in connection  with the
negotiation,   preparation,  execution  and  delivery  of  this  Agreement,  the
Debenture and the Warrant, and defense or enforcement costs related thereto.

     (e) Transfers.  The Company shall refuse to register any transfer of any of
the Securities not made in accordance  with the provisions of Regulation S (Rule
901 through 905, and  Preliminary  Notes),  pursuant to  registration  under the
Securities Act, or pursuant to an available exemption from registration.

     Section 4 TAXES.

     The Company will pay all taxes  (including  interest and penalties),  other
than taxes imposed on the income of  Purchaser,  which may be payable in respect
of the execution and delivery of this Agreement or of the execution and delivery
(but not the  subsequent  transfer) of any of the Securities or of any amendment
of, or waiver or consent  under or with respect to, this  Agreement or of any of
the  Securities  and will  save  Purchaser  and all  subsequent  holders  of the
Securities  harmless against any loss or liability  resulting from nonpayment or
delay in payment of any such tax.

     Section 5 MISCELLANEOUS.

     Section  5.1   Regulation   S;  Private   Placement;   Legends.   Purchaser
acknowledges  and agrees that none of the Securities have been registered  under
the  Securities  Act and none of the  Securities  may be  offered or sold in the
United States or to or for the benefit of U.S. Persons (as defined in Regulation
S) unless  the  Securities  are  registered  under  the  Securities  Act,  or an
exemption from such  registration  requirements is available.  Each  certificate
representing any Securities  shall bear a legend in substantially  the following
form:

         The  securities  represented  by  this  certificate  are  subject  to a
         Debenture Purchase Agreement dated as of ______, 19___, a copy of which
         is on file at the principal office of the Company and will be furnished
         to the holder on request to the Secretary of the Company.

     In addition,  unless  counsel to the Company shall have advised the Company
that  such  legend  is no  longer  needed,  each  certificate  representing  the
Securities shall bear legends in substantially the following forms:

         [The securities  represented by this certificate] [This Warrant and the
         securities  to be issued upon its  exercise]  have not been  registered
         pursuant to the Securities Act of 1933, as amended (the "Act"),  or any
         state securities law, and [such  securities]  [this Warrant] may not be
         [sold,  transferred  or otherwise  disposed of [or  exercised by or] on
         behalf of any U.S.  person  unless the same [are] [is]  registered  and
         qualified  in  accordance  with  the  Act  and  any  applicable   state
         securities laws, or in the opinion of counsel  reasonably  satisfactory
         to the Company such  registration  and  qualification  are not required
         (including  under  Regulation  S)  under  the  Act.  Transfer  of  such
         securities is prohibited  except in accordance  with the  provisions of
                                       7
<PAGE>
         Regulation  S under the Act  (Rule 901  through  905,  and  Preliminary
         Notes),  pursuant  to  registration  under the Act,  or  pursuant to an
         available exemption from registration;  hedging transactions  involving
         such securities may not be conducted unless in compliance with the Act.

     Each distributor selling Securities to a distributor,  a dealer (as defined
in section  2(a)(12) of the  Securities  Exchange Act of 1934,  as amended) or a
person receiving a selling concession,  fee or other remuneration,  prior to one
year after the consummation of the transactions  contemplated by this Agreement,
shall send a  confirmation  or other notice to the  purchaser of the  Securities
that the purchaser is subject to the same  restrictions on offers and sales that
apply to a distributor under Regulation S.

     Section 5.2  Indemnification.  The Company agrees to indemnify,  defend and
hold  harmless  Purchaser  and its  successors,  assigns,  heirs,  subsidiaries,
affiliates and all of the officers,  directors,  employees,  partners and agents
(including  attorneys and accountants) of each of the aforementioned  persons or
entities,  and  each of them,  from  and  against  any and all  losses,  claims,
damages,  liabilities,  expenses,  demands,  causes  of  action,  suits,  debts,
obligations,  rights,  promises,  acts,  agreements  and  damages of any kind or
nature  whatsoever,  whether  at law or in  equity,  whether  known or  unknown,
foreseen or  unforeseen,  heretofore or hereafter  arising out of,  relating to,
connected  with or incidental to the failure of any  representation  or warranty
made by the Company or in any other documents or agreements  contemplated hereby
or the  failure  of the  Company  to comply in all  material  respects  with the
covenants  contained in this  Agreement or in any other  documents or agreements
contemplated hereby.

     Section   5.3   Reliance   on  and   Survival   of   Representations.   All
representations,  warranties,  covenants and  agreements  of the Company  herein
shall be deemed to be material  and to have been relied  upon by  Purchaser  and
shall  survive  the  execution  and  delivery  of  this  Agreement  and  of  the
Securities.

     Section 5.4 Successors and Assigns.  This Agreement shall bind and inure to
the benefit of and be  enforceable  by the Company,  Purchaser and each of their
respective successors and assigns.  Purchaser shall be permitted to transfer the
Securities in accordance with their terms and the terms of this Agreement and in
accordance  with  applicable  restrictions  under  applicable  federal and state
securities laws.

     Section 5.5 Notices. All notices and other  communications  provided for in
this  Agreement  shall be in writing and  delivered by  registered  or certified
mail, postage prepaid,  or delivered by overnight courier (for next business day
delivery) or telecopied, addressed as set forth on the signature page hereof, or
at such other address as any of the parties  hereto may  hereafter  designate by
notice to the other  parties given in  accordance  with this  Section.  Any such
notice or communication shall be deemed to have been duly given on the fifth day
after  being so  mailed,  the next  business  day after  delivery  by  overnight
courier,  when  received  when  transmitted  by telecopy  with  confirmation  of
transmission or upon receipt when delivered personally.

     Section 5.6  Counterparts.  This  Agreement  may be executed in two or more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together  shall  constitute  one  and the  same  instrument.  Signatures  may be
exchanged by telecopy,  with original  signatures to follow. Each of the parties
hereto agrees that it will be bound by its own telecopied  signature and that it
accepts the telecopied  signatures of the other parties to this  Agreement.  The
original  signature  pages shall be  forwarded to the Company or its counsel and
the Company or its counsel will provide all of the parties hereto with a copy of
the entire Agreement.
                                       8
<PAGE>
     Section 5.7  Amendments.  This  Agreement  may only be amended by a writing
duly executed by the parties hereto.

     Section 5.8 Severability. If any term or provision of this Agreement or any
other document executed in connection herewith shall be determined to be illegal
or  unenforceable,  all other  terms and  provisions  hereof and  thereof  shall
nevertheless  remain  effective  and shall be  enforced  to the  fullest  extent
permitted by applicable law.

     Section 5.9 Governing Law; Submission to Process. EXCEPT TO THE EXTENT THAT
THE LAW OF ANOTHER  JURISDICTION  IS  EXPRESSLY  SELECTED  IN A  DOCUMENT,  THIS
AGREEMENT AND ALL AMENDMENTS,  SUPPLEMENTS, WAIVERS AND CONSENTS RELATING HERETO
OR THERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH PARTY
HEREBY IRREVOCABLY SUBMITS ITSELF TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE
AND FEDERAL  COURTS  SITTING IN THE STATE OF CALIFORNIA  AND AGREES AND CONSENTS
THAT  SERVICE OF PROCESS MAY BE MADE UPON IT IN ANY LEGAL  PROCEEDINGS  RELATING
HERETO  BY ANY MEANS  ALLOWED  UNDER  CALIFORNIA  OR  FEDERAL  LAW.  EACH  PARTY
IRREVOCABLY  WAIVES,  TO THE FULLEST  EXTENT  PERMITTED BY  APPLICABLE  LAW, ANY
OBJECTION  THAT IT MAY NOW OR HEREAFTER  HAVE TO THE LAYING OF VENUE OF ANY SUCH
PROCEEDING  BROUGHT IN SUCH COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT
IN SUCH A COURT HAS BEEN  BROUGHT IN AN  INCONVENIENT  FORUM.  EACH PARTY  SHALL
APPOINT AN AGENT FOR  SERVICE OF PROCESS IN  CALIFORNIA  AND SHALL  NOTIFY  EACH
OTHER PARTY OF ANY FUTURE CHANGE THEREIN.

     Section 5.10 Entire Agreement. This Agreement contains the entire Agreement
of the parties hereto with respect to the transactions  contemplated  hereby and
supersedes all previous oral and written, and all previous  contemporaneous oral
negotiations, commitments and understandings.

     Section 5.11 Further Assurances.  Each party agrees promptly to execute and
deliver such documents and to take such other acts as are  reasonably  necessary
to effectuate the purposes of this Agreement.

     Section 5.12  Headings.  The headings  contained  herein are for  reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

     Section 5.13 Waiver of Jury Trial.  EACH PARTY  HEREBY  AGREES TO WAIVE ITS
RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT,  THE SECURITIES OR ANY OTHER AGREEMENTS  RELATING
TO THE SECURITIES OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF
THIS TRANSACTION.  NOTWITHSTANDING  ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER
IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,  RENEWALS,  SUPPLEMENTS
OR  MODIFICATIONS  TO THIS  AGREEMENT,  THE SECURITIES OR ANY OTHER DOCUMENTS OR
AGREEMENTS RELATING TO THE SECURITIES.

                            [Signature Page Follows]
                                       9
<PAGE>
     IN WITNESS  WHEREOF,  the parties  hereto  execute this Agreement as of the
date first set forth above.

                                   PURCHASER

                                   [________________________]


                                    By:__________________________________
                                         Name:
                                         Title:

                                        Address for Notices:



                                         With a copy of any notice to:


                                          Attn: ____________________
                                          Telephone: ________________
                                          Facsimile: ________________

                                    THE COMPANY:

                                    GENESISINTERMEDIA.COM, INC.



                                    By:__________________________________
                                         Name:
                                         Title:

                                         Address for Notices:

                                         GenesisIntermedia.com, Inc.
                                         13063 Ventura Blvd.
                                         Studio City, CA 91604
                                         Attn:  Ramy El-Batrawi
                                         Telephone:  (818) 464-7270
                                         Facsimile:   (818) 464-7398

                                         With a copy of any notice to:

                                         Nida & Maloney, P.C.
                                         800 Anacapa Street
                                         Santa Barbara, CA 93101
                                         Attn: Theodore R. Maloney
                                         Telephone:  (805) 568-1151
                                         Facsimile:   (805) 568-1955
<PAGE>
               SCHEDULE OF OMITTED DEBENTURE PURCHASE AGREEMENTS

Debenture  Purchase  Agreement dated April 2000 by and among Asty Capital AG and
the Registrant.

Debenture   Purchase   Agreement   dated   April  2000  by  and  among   Newbury
ManagementLtd.and the Registrant.

Debenture  Purchase  Agreement dated May 2000 by and among Builders (Int'l) Ltd.
and the Registrant.