THE SECURITIES  REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE  HEREOF ARE SUBJECT TO A DEBENTURE  PURCHASE  AGREEMENT DATED AS OF MAY
18, 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 AND THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF HAVE NOT BEEN REGISTERED PURSUANT TO THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW, AND SUCH SECURITIES MAY NOT
BE SOLD,  TRANSFERRED  OR OTHERWISE  DISPOSED OF OR EXERCISED BY OR ON BEHALF OF
ANY U.S.  PERSON UNLESS THE SAME ARE 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 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;  AND HEDGING  TRANSACTIONS  INVOLVING  SUCH  SECURITIES MAY NOT BE
CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.

No. _____                                                  Dated: ________,19___

                                     Warrant

                           GENESISINTERMEDIA.COM, INC.

         This  Warrant  certifies  that  ____________,   a  ______  company,  or
registered  assigns,  is the registered  holder of a warrant (the  "Warrant") to
purchase  _________  shares  of common  stock,  par value  $.001 per  share,  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 one hundred  twenty  percent  (120%) of the per share price at
which the common stock of the Company is offered to the public in the  Company's
registered initial public offering (the "Exercise Price").

SECTION 1.    Exercise; Expiration; 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.

         This Warrant  shall not be  exercised  by any holder  hereof after 5:00
p.m.,  Los Angeles time on May 18, 2002,  the date and time of the expiration of
this Warrant. To the extent that this Warrant has not been exercised by the date
and time of its  expiration,  this  Warrant  shall  become  void and all  rights
hereunder and all rights in respect hereof shall cease as of such time.
<PAGE>

         One-third of the total number of shares of common stock issuable to the
Warrant  holder upon  exercise of this  Warrant  (the  "Warrant  Shares") may be
transferred or sold by the Warrant holder in a cumulative  fashion on the 120th,
240th and 360th days,  respectively,  following  the date on which the Company's
registration  statement on Form SB-2 (File No. 333-66281) is declared  effective
by the  Securities  and  Exchange  Commission.  The Warrant  Shares shall not be
subject to the foregoing restriction in the event that the Warrant holder elects
to exercise its rights under this Warrant  within  fifteen (15) business days of
its  receipt  of notice  that the  Company  intends  to redeem  this  Warrant as
provided below.

         This  Warrant  shall be  redeemable  by the  Company at its option at a
redemption price of $.01 per Warrant Share at any time after the per 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 price to the public in the Company's registered initial public offering.  In
the event  that the  Company  provides  notice to the  Warrant  holder  that the
Company  intends to exercise its right of  redemption  in  accordance  with this
Section 1, the  Warrant  holder  shall have the right to exercise  this  Warrant
within fifteen (15) business days of the date of its receipt of such notice.

         Resales of any of the Warrant  Shares by the Purchaser  must be made in
accordance with Rule 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 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 Rules 902
and 904.

         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 date of  expiration  of this
Warrant, 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.
                                       2
<PAGE>
         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.

         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.

         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.  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 with
all  reasonable  dispatch 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).

         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.
                                       3
<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
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
                                       4
<PAGE>
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.

         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  Delaware  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.
                                       5
<PAGE>

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

Dated:  _______, 19___
                                        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:
<PAGE>
                          SCHEDULE OF OMITTED WARRANTS

Warrant issued to Asty Capital AG
Warrant issued to Newbury Management, Ltd.
Warrant issued to Builders (Int'l) Ltd.