WARRANT

THE SECURITIES  REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE  HEREOF ARE  SUBJECT TO A  SECURITIES  PURCHASE  AGREEMENT  DATED AS OF
NOVEMBER  25, 1999,  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.

THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT OF 1933, AS AMENDED,  OR REGISTERED OR QUALIFIED  UNDER ANY
STATE  SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY
NOT BE OFFERED, SOLD, TRANSFERRED,  PLEDGED OR HYPOTHECATED EXCEPT IN COMPLIANCE
WITH  THE  SECURITIES  ACT OF  1933,  AS  AMENDED,  THE  RULES  AND  REGULATIONS
PROMULGATED THEREUNDER AND ALL APPLICABLE STATE SECURITIES LAWS.

No. 2-UH                                                Dated: November 25, 1999

                                     Warrant

                           GENESISINTERMEDIA.COM, INC.

     This Warrant certifies that Ultimate Holdings, Ltd., a Bermuda Ltd., is the
registered  holder of a warrant (the  "Warrant") to purchase  700,000  shares of
common   stock,   par  value   $.001  per  share  (the   "Common   Stock"),   of
GenesisIntermedia.com,  Inc.,  a Delaware  corporation  (the  "Company"),  at an
exercise  price per share of Common  Stock  issuable  upon the  exercise of this
Warrant equal to $7.00 per share (the "Exercise Price").

SECTION 1.    Exercise; Termination; Redemption.

     To  exercise  this  Warrant,  the  Warrant  holder  must elect and sign the
exercise  election  attached  to this  Warrant  certificate  and  deliver to the
Company  (a) this  Warrant  certificate  and (b) cash or a check  payable to the
Company for the Exercise Price for the Warrant. The Warrant shall be exercisable
at any time (i) after 61 days following the date the Holder gives to the Company
notice that the Holder  intends the  Warrant to become  exercisable  (an "Intent
Notice") and (ii) before November 25, 2004 (the "Termination  Date"),  provided,
however,  that if the Holder has not given the Company an Intent Notice prior to
that date,  the Warrant shall become  exercisable on the 60th calendar day prior
to the Termination Date.

     Notwithstanding  the payment  provisions set forth in the paragraph  above,
the Warrant  holder may elect to receive  Warrant  Shares  equal to the value of
this Warrant (or any portion thereof vested but unexercised), through a cashless
exercise,  by surrender of this Warrant at the  principal  office of the Company
together with notice of such election, in which event the Company shall issue to
the Warrant  holder that number of Warrant  Shares  computed using the following
formula:
<PAGE>

 X = Y(A-B)
       A

       Where: X= the number of Warrant Shares to be issued to Warrant holder;
              Y= the number of Warrant Shares purchasable under this Warrant
                 at the time of such calculation;
              A= the Fair  Market  Value of one  share of Common Stock;  and
              B= the  Exercise  Price at the date of such calculation.

     For  purposes  of this  paragraph,  the Fair  Market  Value of one share of
Common  Stock  shall  mean (i) if the  Company's  Common  Stock is listed on any
established  stock  exchange  or  national  market  system,  including,  without
limitation, the national market quotation system of NASDAQ, the closing price of
one share of the  Company's  Common  Stock (or the closing bid, if no sales were
reported)  as  quoted  on such  exchange  or system  (or the  exchange  with the
greatest  volume of trading in the  Company's  Common  Stock) on the last market
trading  day prior to the day of  determination,  as reported in the Wall Street
Journal or such other  source as the Board of  Directors of the Company may deem
reliable;  (ii) if the Company's  Common Stock is quoted on NASDAQ,  but not the
national market thereof,  or regularly quoted by a recognized  securities dealer
but  selling  prices are not  quoted,  the mean  between  the high and low asked
prices for the  Company's  Common Stock on the last market  trading day prior to
the day of  determination,  as reported in the Wall Street Journal,  or (iii) as
otherwise reasonably determined by the Board of Directors of the Company, acting
in good faith.

     This Warrant  shall not be exercised by any holder  hereof after 5:00 p.m.,
Los Angeles time on the  Termination  Date.  To the extent that this Warrant has
not been exercised by the Termination  Date at 5:00 p.m., Los Angeles time, this
Warrant  shall  become void and all rights  hereunder  and all rights in respect
hereof shall cease as of such time.

     This Warrant shall be  exercisable  at the election of any holder  thereof,
either  in full or from  time to time in part (but in no event for less than one
whole  Warrant  Share)  and,  in the event that a  certificate  evidencing  this
Warrant is exercised in respect of fewer than all of the Warrant Shares issuable
on such  exercise  at any time  prior to the  Termination  Date,  a new  Warrant
certificate  evidencing  the  remaining  Warrant with  respect to whole  Warrant
Shares  issuable upon exercise will be issued.  No adjustment  shall be made for
any dividends on any Warrant Shares issuable upon exercise of this Warrant.

     The  Company  covenants  that all Warrant  Shares  which may be issued upon
exercise of this Warrant will, upon issue, be fully paid, nonassessable, free of
preemptive rights and free from all taxes, liens, charges and security interests
with respect to the issue thereof.

     The  Company  will pay all  documentary  stamp  taxes  attributable  to the
issuance of Warrant Shares upon the exercise of this Warrant; provided, however,
that the  Company  shall not be  required  to pay any tax or taxes  which may be
payable  in  respect  of any  transfer  involved  in the  issue  of any  Warrant
certificates or any certificates for Warrant Shares in a name other than that of
the registered holder of this Warrant certificate  surrendered upon the exercise
of this Warrant,  and the Company shall not be required to issue or deliver such
Warrant  certificates  unless or until  the  person or  persons  requesting  the
issuance  thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.
<PAGE>

     The Company shall not be required to issue fractional Warrant Shares on the
exercise of this  Warrant.  If any fraction of a Warrant Share would be issuable
on the exercise of this Warrant (or specified portion hereof), the Company shall
pay an  amount  in cash  equal  to the  Exercise  Price  on the day  immediately
preceding  the  date  this  Warrant   certificate  is  presented  for  exercise,
multiplied by such fraction.

SECTION 2.    Transfer or Exchange.

     This Warrant and any Warrant  Shares may only be  transferred by the holder
in accordance with the registration  requirements of the Securities Act of 1933,
as amended (the "Securities Act") or an exemption therefrom.

     Subject to compliance with the preceding paragraph,  the Company shall from
time to time register the transfer of this Warrant  certificate upon the records
to be maintained by it for that purpose,  upon surrender hereof  accompanied (if
so required by it) by a written  instrument or  instruments  of transfer in form
satisfactory to the Company, duly executed by the registered holder hereof or by
the duly appointed legal representative thereof or by a duly authorized attorney
and an opinion of counsel in form and substance satisfactory to the Company that
such  transfer  may  be  effected  under  the  Securities  Act.  Upon  any  such
registration of transfer,  a new Warrant  certificate(s)  shall be issued to the
transferee(s) and the surrendered  Warrant  certificate shall be canceled by the
Company.

     This  Warrant  certificate  may be  exchanged  at the  option of the holder
hereof,  when  surrendered  to the  Company at its office  for  another  Warrant
certificate  or other  Warrant  certificates  of like tenor and  representing  a
Warrant with respect to a like  aggregate  number of Warrant  Shares.  A Warrant
certificate surrendered for exchange shall be canceled by the Company.

     Subject to the payment of any taxes as provided herein, upon an exercise of
this  Warrant,  the Company shall issue and cause to be delivered to or upon the
written order of the holder and in such name or names as the Warrant  holder may
designate,  a certificate or certificates  for the number of full Warrant Shares
issuable upon the exercise of this Warrant. This Warrant shall be deemed to have
been  exercised and any person so designated to be named therein shall be deemed
to have become a holder of record of such  Warrant  Shares as of the date of the
surrender of this  Warrant  certificate  (and  payment of the Exercise  Price or
cashless exercise election).

     The Company may deem and treat the registered holder hereof as the absolute
owner of this  Warrant  (notwithstanding  any  notation  of  ownership  or other
writing hereon made by anyone),  for the purpose of any exercise hereof,  of any
distribution to the holder hereof,  and for all other purposes,  and the Company
shall not be affected by any notice to the contrary.  Nothing  contained in this
Warrant  certificate  shall be  construed  prior to the date of surrender of the
Warrant  certificate  for  exercise  in  accordance  with the  terms  hereof  as
conferring  upon the holder hereof the right to vote or to consent or to receive
notice as  stockholders  in  respect  of the  meetings  of  stockholders  or the
election  of  directors  of the  Company  or any  other  matter,  or any  rights
whatsoever as stockholders of the Company.
<PAGE>

SECTION 3.    Mutilated, Lost, Stolen or Destroyed Warrant Certificate.

     In case  this  Warrant  certificate  shall be  mutilated,  lost,  stolen or
destroyed,  the Company may in its discretion issue in exchange and substitution
for and upon  cancellation of the mutilated Warrant  certificate,  or in lieu of
and substitution for the Warrant  certificate lost,  stolen or destroyed,  a new
Warrant  certificate of like tenor and representing an equivalent  Warrant,  but
only upon receipt of evidence satisfactory to the Company of such loss, theft or
destruction  of such Warrant  certificate  and  indemnity,  if  requested,  also
satisfactory to the Company.

SECTION 4.    Reservation of Shares for Issuance.

     The  Company  will at all  times  reserve  and keep  available,  free  from
preemptive  rights,  out of the aggregate of its authorized but unissued  common
stock, for the purpose of enabling it to satisfy any obligation to issue Warrant
Shares upon exercise of this Warrant, the maximum number of Warrant Shares which
may then be  issuable  upon the  exercise  of this  Warrant.  The Company or, if
appointed, the transfer agent for the common stock and every subsequent transfer
agent for any of the Company's capital securities  issuable upon the exercise of
any of the rights of  purchase  aforesaid  will be  irrevocably  authorized  and
directed  at all times to reserve  such  number of  authorized  shares of common
stock as shall be required  for such  purpose.  The Company  will keep a copy of
this Warrant  certificate  on file with any such  transfer  agent for any of the
Company's  capital  securities  issuable  upon the  exercise  of the  rights  of
purchase represented by this Warrant certificate.

SECTION 5.    Effect of Subdivision, Reclassification, Merger, Etc.

     If the  outstanding  common stock shall be subdivided into a greater number
of  shares of common  stock,  the  Exercise  Price in effect at the  opening  of
business  on the day  following  the day upon  which  such  subdivision  becomes
effective shall be proportionately reduced, and, conversely,  if the outstanding
common stock shall be combined into a smaller  number of shares of common stock,
the Exercise Price in effect at the opening of business on the day following the
day upon which  such  combination  becomes  effective  shall be  proportionately
increased,  such reduction or increase,  as the case may be, to become effective
immediately  after the  opening of business  on the day  following  the day upon
which such subdivision or combination becomes effective.

     If any of the following events occur: (i) any reclassification or change of
the  outstanding  shares of common stock  (other than a change in par value,  or
from par  value to no par  value,  or from no par  value to par  value,  or as a
result of a  subdivision  or  combination),  (ii) any  consolidation,  merger or
combination  of the Company with another  corporation  or company as a result of
which holders of common stock shall be entitled to receive stock,  securities or
other  property or assets  (including  cash) with  respect to or in exchange for
such common stock,  or (iii) any sale or conveyance of the properties and assets
of the Company as, or substantially  as, an entirety to any other corporation or
company  as a result of which  holders  of common  stock  shall be  entitled  to
                                       2
<PAGE>
receive  stock,  securities or other  property or assets  (including  cash) with
respect  to or in  exchange  for such  common  stock,  then the  Company  or the
successor  or  purchasing  corporation  or  company,  as the case may be,  shall
providing  that this Warrant  shall be  convertible  into the kind and amount of
shares of stock and other  securities  or  property or assets  (including  cash)
receivable   upon  such   reclassification,   change,   consolidation,   merger,
combination,  sale or  conveyance  by a holder  of a number  of  Warrant  Shares
issuable  upon  exercise  of  this  Warrant  (assuming,  for  such  purposes,  a
sufficient  number of authorized  shares of common stock available to issue upon
exercise  of  the  entirety  of  this   Warrant)   immediately   prior  to  such
reclassification, change, consolidation, merger, combination, sale or conveyance
assuming  such  holder of common  stock did not  exercise  his or her  rights of
election, if any, as to the kind or amount of securities, cash or other property
receivable  upon  such  consolidation,   merger,  statutory  exchange,  sale  or
conveyance  (provided  that, if the kind or amount of securities,  cash or other
property receivable upon such consolidation, merger, statutory exchange, sale or
conveyance  is not the same for each  share of common  stock in respect of which
such rights of election have not been exercised  ("non-electing  share"),  then,
for the purposes of paragraph, the kind and amount of securities,  cash or other
property receivable upon such consolidation, merger, statutory exchange, sale or
conveyance for each non-electing share shall be deemed to be the kind and amount
so  receivable  per share of common  stock by a  plurality  of the  non-electing
shares).  In any such case,  the revenue  calculation  necessary for exercise of
this Warrant shall be  calculated on the basis of the business  entity or assets
so  consolidated,  merged,  exchanged,  sold or  conveyed,  whether  in whole or
incorporated into another business entity, and it shall be the responsibility of
such successor or acquiror entity to perform such calculation, which calculation
shall be conclusive  and binding on the holder of this Warrant.  If, in the case
of any such reclassification,  change, consolidation,  merger, combination, sale
or conveyance,  the stock or other securities and assets receivable thereupon by
a holder of common stock includes shares of stock or other securities and assets
of a corporation other than the successor or purchasing  corporation or company,
as the case may be, in such  reclassification,  change,  consolidation,  merger,
combination, sale or conveyance, then an acknowledgment of the obligations under
this paragraph shall be executed by such other corporation or company. The above
provisions   of   this   paragraph   shall   similarly   apply   to   successive
reclassifications,  changes,  consolidations,  mergers, combinations,  sales and
conveyances.
                                       3
<PAGE>

     Upon any  adjustment of the Exercise  Price  pursuant  hereto,  the Company
shall promptly  thereafter  cause to be given to the  registered  holder of this
Warrant  certificate at its address appearing on the Warrant register maintained
by the Company written notice of such adjustments by first-class  mail,  postage
prepaid.  Failure to deliver  such  notice  shall not  affect  the  legality  or
validity of any such adjustment.

SECTION 6.    Miscellaneous.

     This Warrant  certificate and Warrant shall be deemed to be a contract made
under the law of the State of California and for all purposes shall be construed
in accordance with the internal law of said State.

         Nothing in this Warrant  certificate  shall be construed to give to any
person or  company  other than the  Company  and the  registered  holder of this
Warrant  certificate  any legal or equitable  right,  remedy or claim under this
Warrant  certificate;  but this  Warrant  certificate  shall be for the sole and
exclusive benefit of the Company and the registered holder of this Warrant.

     IN WITNESS WHEREOF,  GenesisIntermedia.com,  Inc., a Delaware  corporation,
has caused this Warrant certificate to be signed by its duly authorized officer.

         Dated:

                                      GENESISINTERMEDIA.COM, INC., a
                                      Delaware corporation


                                      By:  ______________________________
                                           Ramy El-Batrawi, President

<PAGE>

                              Election for Exercise

     The  undersigned   hereby   irrevocably   elects  to  exercise  the  right,
represented  by this Warrant  certificate,  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  Warrant
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 Warrant certificate representing
the  remaining  balance  of such  whole  Shares  be  registered  in the  name of
_____________________,  whose address is  _________________________________  and
that such Warrant  certificate  be delivered  to______________  whose address is
________________________________________________.



                    Signature: ______________________________
Date:

Signature Guaranty: