THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES  SECURITIES AND
EXCHANGE  COMMISSION OR THE  SECURITIES  COMMISSION OF ANY STATE  PURSUANT TO AN
EXEMPTION FROM REGISTRATION  UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT").  THIS WARRANT SHALL NOT CONSTITUTE AN OFFER
TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN ANY JURISDICTION
IN WHICH  SUCH OFFER OR  SOLICITATION  WOULD BE  UNLAWFUL.  THE  SECURITIES  ARE
"RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED  EXCEPT AS PERMITTED UNDER THE
ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

                          COMMON STOCK PURCHASE WARRANT

     To Purchase Shares of $0.001 Par Value Common Stock ("Common Stock") of

                           GENESISINTERMEDIA.COM, INC.

         THIS   CERTIFIES   that,   for  value   received,   Shoreline   Pacific
Institutional  Finance, the Institutional  Division of Financial West Group (the
"Investor")  is  entitled,   upon  the  terms  and  subject  to  the  conditions
hereinafter  set forth,  at any time on or after the date hereof and on or prior
to 8:00 p.m. New York City Time on May 1, 2003 (the "Termination Date"), but not
thereafter,  to subscribe for and purchase from  GenesisIntermedia.com,  Inc., a
Delaware corporation (the "Company"), 6,000 shares of Common Stock (the "Warrant
Shares") at an Exercise  Price equal to $17.74 per share (as adjusted  from time
to time pursuant to the terms hereof, the "Exercise Price").  The Exercise Price
and the number of shares for which the Warrant is  exercisable  shall be subject
to adjustment as provided  herein.  This Warrant is being issued pursuant to the
engagement letter dated January 25, 2000,  between the Company and the Investor,
which  the  Company  and  the  Investor  entered  into in  contemplation  of the
Securities  Purchase  Agreement dated April 28, 2000 (the "Purchase  Agreement")
entered  into  between  the Company and  Elliott  Associates,  L.P.,  a Delaware
limited partnership, and Westgate International,  L.P., a Cayman Islands limited
partnership.  Capitalized terms used herein and not otherwise defined shall have
the meaning ascribed thereto in the Purchase Agreement.

1.   Title of Warrant.  Prior to the expiration hereof and subject to compliance
     with  applicable   laws,   this  Warrant  and  all  rights   hereunder  are
     transferable,  in whole or in part,  at the office or agency of the Company
     by the  Holder  hereof  in  person  or by duly  authorized  attorney,  upon
     surrender of this Warrant  together  with (a) the  Assignment  Form annexed
     hereto  properly  endorsed,  and (b)  any  other  documentation  reasonably
     necessary to satisfy the Company that such transfer is in  compliance  with
     all  applicable  securities  laws.  The term  "Holder"  shall  refer to the
     Investor or any subsequent transferee of this Warrant.

2.   Authorization  of Shares.  The Company  covenants that all shares of Common
     Stock which may be issued upon the exercise of rights  represented  by this
     Warrant will,  upon exercise of the rights  represented by this Warrant and
     payment of the Exercise Price as set forth herein will be duly  authorized,
     validly issued, fully paid and nonassessable and free from all taxes, liens
     and charges in respect of the issue thereof (other than taxes in respect of
     any  transfer  occurring  contemporaneously  with such  issue or  otherwise
     specified herein).
<PAGE>
3.       Exercise of Warrant.

(a)      The Holder may exercise this Warrant,  in whole or in part, at any time
         and from time to time,  by  delivering to the offices of the Company or
         any transfer  agent for the Common Stock this Warrant,  together with a
         Notice of Exercise in the form annexed hereto  specifying the number of
         Warrant  Shares with respect to which this Warrant is being  exercised,
         together with payment to the Company of the Exercise Price therefor.

         In the event that the Warrant is not  exercised in full,  the number of
         Warrant  Shares shall be reduced by the number of such  Warrant  Shares
         for  which  this  Warrant  is  exercised  and/or  surrendered,  and the
         Company,  at its  expense,  shall  within  three (3)  Trading  Days (as
         defined  below)  issue and  deliver to the Holder a new Warrant of like
         tenor in the name of the  Holder  or as the  Holder  (upon  payment  by
         Holder of any applicable  transfer taxes) may request,  reflecting such
         adjusted Warrant Shares.

         Certificates  for shares of Common Stock  purchased  hereunder shall be
         delivered  to the Holder  hereof  within two (2) Trading Days after the
         date on which this Warrant shall have been exercised as aforesaid.  The
         Holder may  withdraw  its Notice of Exercise at any time if the Company
         fails to timely  deliver  the  relevant  certificates  to the Holder as
         provided in this  Agreement.  A Notice of Exercise shall be deemed sent
         on the date of delivery if delivered  before 8:00 p.m.  Eastern Time on
         such date, or the day following such date if delivered  after 8:00 p.m.
         East  Time;  provided  that the  Company is only  obligated  to deliver
         Warrant Shares  against  delivery of the Exercise Price from the holder
         hereof and surrender of this Warrant (or appropriate  affidavit  and/or
         indemnity in lieu thereof).

         In lieu of delivering  physical  certificates  representing the Warrant
         Shares issuable upon conversion of this Warrant, provided the Company's
         transfer agent is participating in the Depository Trust Company ("DTC")
         Fast Automated  Securities  Transfer ("FAST") program,  upon request of
         the  Holder,  the  Company  shall  use its best  efforts  to cause  its
         transfer agent to  electronically  transmit the Warrant Shares issuable
         upon  exercise to the Holder,  by crediting the account of the Holder's
         prime broker with DTC through its Deposit  Withdrawal  Agent Commission
         ("DWAC")  system.  The time periods for delivery  described above shall
         apply to the  electronic  transmittals  through  the DWAC  system.  The
         Company agrees to coordinate with DTC to accomplish this objective.

         Notwithstanding  the  foregoing  provision  regarding  payment  of  the
         Exercise  Price in cash,  the  Holder  may  elect to  receive a reduced
         number of Warrant  Shares in lieu of tendering  the  Exercise  Price in
         cash.  In such case,  the number of Warrant  Shares to be issued to the
         Holder shall be computed using the following formula:
<PAGE>

                                    X = Y x (A-B)
                                    -------------
                                            A

         where:   X = the number of Warrant Shares to be issued to the Holder; Y
                  = the  number of  Warrant  Shares to be  exercised  under this
                  Warrant  Certificate;  A = the Market Value (defined below) of
                  one share of Common Stock; and B = the Exercise Price.

(b)      The term  "Trading  Day" means (x) if the Common Stock is not listed on
         the New York or American  Stock  Exchange but sale prices of the Common
         Stock are  reported  on Nasdaq  National  Market or  another  automated
         quotation  system,  a day on which trading is reported on the principal
         automated  quotation  system  on which  sales of the  Common  Stock are
         reported,  (y) if the  Common  Stock is  listed  on the New York  Stock
         Exchange  or the  American  Stock  Exchange,  a day on  which  there is
         trading on such stock exchange,  or (z) if the foregoing provisions are
         inapplicable,  a day on  which  quotations  are  reported  by  National
         Quotation Bureau Incorporated.


         The term "Market Value" means the closing bid price of the Common Stock
         (as  reported  by  Bloomberg,  L.P.) on the day  before  the  Notice of
         Exercise  and this  Warrant are duly  surrendered  to the Company for a
         full  or  partial  exercise  hereof.   Notwithstanding   the  foregoing
         definition,  if the Common Stock is not listed on a national securities
         exchange  or quoted  in the  Nasdaq  System at the time said  Notice of
         Exercise is  submitted  to the  Company in the  foregoing  manner,  the
         Market Value of the Common Stock shall be as  reasonably  determined in
         good faith by the Board of  Directors  of the Company and such  Holder,
         unless the Company shall become  subject to a merger,  acquisition,  or
         other consolidation  pursuant to which the Company is not the surviving
         entity,  in which case the Market  Value of the Common  Stock  shall be
         deemed to be the value  received by the Company's  common  shareholders
         pursuant to the Company's acquisition (subject to Section 12 below).

4.   No Fractional Shares or Scrip. No fractional  shares or scrip  representing
     fractional  shares  shall be issued upon the exercise of this  warrant.  In
     lieu of issuance of a  fractional  share upon any exercise  hereunder,  the
     Company will either  round up to nearest  whole number of shares or pay the
     cash value of that fractional  share  calculated on the basis of the Market
     Value.

<PAGE>
5.   Charges, taxes and expenses.  Issuance of certificates for shares of Common
     Stock upon the exercise of this Warrant shall be made without charge to the
     Holder hereof for any issue or transfer tax or other incidental  expense in
     respect  of the  issuance  of such  certificate,  all of  which  taxes  and
     expenses  shall  be paid by the  Company,  and such  certificates  shall be
     issued in the name of the  Holder of this  Warrant or in such name or names
     as may be directed by the Holder of this Warrant;  provided,  however, that
     in the event  certificates for shares of Common Stock are to be issued in a
     name other than the name of the holder of this  Warrant,  this Warrant when
     surrendered  for  exercise  shall be  accompanied  by the  assignment  form
     attached hereto duly executed by the Holder hereof;  and provided  further,
     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 issuance of any Warrant
     certificates  or any  certificates  for the Warrant  Shares  other than the
     issuance  of a warrant  certificate  to the Holder in  connection  with the
     Holder's  surrender  of a warrant  certificate  upon the exercise of all or
     less than all of the warrants evidenced thereby.


6.   Closing of Books.  The Company will at no time close its shareholder  books
     or records in any manner which  interferes with the timely exercise of this
     Warrant.


7.   No Rights as  Shareholder  until  Exercise.  Subject  to Section 12 of this
     warrant  and the  provisions  of any other  written  agreement  between the
     company and the  investor,  the  investor  shall not be entitled to vote or
     receive  dividends  or be deemed the holder of warrant  shares or any other
     securities  of the company that may at any time be issuable on the exercise
     hereof for any purpose, nor shall anything contained herein be construed to
     confer upon the investor,  as such,  any of the rights of a stockholder  of
     the company or any right to vote for the  election of directors or upon any
     matter  submitted to  stockholders  at any meeting  thereof,  or to give or
     withhold    consent   to   any   corporate   action   (whether   upon   any
     recapitalization,  issuance of stock,  reclassification of stock, change of
     par  value,  or change  of stock to no par  value,  consolidation,  merger,
     conveyance or otherwise)  or to receive  notice of meetings,  or to receive
     dividends or subscription  rights or otherwise until the warrant shall have
     been exercised as provided herein.  However, at the time of the exercise of
     this warrant pursuant to Section 3 hereof,  the warrant shares so purchased
     hereunder  shall be deemed to be issued to such holder as the record  owner
     of such  shares  as of the  close of  business  on the  date on which  this
     Warrant shall have been exercised.


8.   Assignment and Transfer of Warrant;  Registration  Rights. This Warrant may
     be assigned  by the  surrender  of this  Warrant  and the  assignment  form
     annexed  hereto  duly  executed at the office of the company (or such other
     office or agency of the  Company or its  transfer  agent as the company may
     designate  by notice in  writing  to the  registered  Holder  hereof at the
     address of such Holder  appearing on the books of the  company);  provided,
     however,  that this  Warrant  may not be resold  or  otherwise  transferred
     except (i) in a transaction registered under the securities act of 1933, as
     amended (the "Act"), or (ii) in a transaction pursuant to an exemption,  if
     available,  from  registration  under the act and  whereby,  if  reasonably
     requested by the Company, an opinion of counsel reasonably  satisfactory to
     the company is  obtained  by the Holder of this  Warrant to the effect that
     the  transaction  is so  exempt.  If  this  Warrant  is  duly  assigned  in
     accordance with the terms hereof, then the Company agrees, upon the request
     of the assignee, to amend or supplement promptly any effective registration
     statement  covering the warrant  shares so that the direct  assignee of the
     original Holder is added as a selling stockholder thereunder.


<PAGE>

     In  connection  with the  Purchase  Agreement,  the  Company  and the other
     parties  to the  Purchase  Agreement  entered  into a  Registration  Rights
     Agreement  pursuant to which the Company  granted to such  parties  certain
     registration  rights  relating to the Common Stock issuable upon conversion
     or  exercise  of the  securities  purchased  and sold  under  the  Purchase
     Agreement.  The  Company  hereby  grants to the  Investor  the right,  with
     respect to the Warrant  Shares  issuable upon exercise of this Warrant,  to
     participate  in any  registrations  effected  pursuant to the  Registration
     Rights Agreement. Such registration right shall be subject to the rights of
     the parties to the Registration Rights Agreement, but the Company agrees to
     use its commercially reasonable best efforts to cause the Warrant Shares to
     be included in such  registrations  on a basis no less  favorable  than pro
     rata with all other Registrable  Securities (as defined in the Registration
     Rights Agreement).


9.   Loss, Theft,  Destruction or Mutilation of Warrant;  Exchange.  The Company
     represents  warrants and covenants  that (a) upon receipt by the company of
     evidence and/or indemnity reasonably satisfactory to it of the loss, theft,
     destruction or mutilation of any Warrant or stock certificate  representing
     the Warrant Shares, and in case of loss, theft or destruction, of indemnity
     reasonably  satisfactory to it, and (b) upon surrender and  cancellation of
     such warrant or stock certificate,  if mutilated, the Company will make and
     deliver a new  Warrant or stock  certificate  of like tenor and dated as of
     such cancellation,  in lieu of this warrant or stock  certificate,  without
     any charge therefor.  This Warrant is exchangeable at any time for an equal
     aggregate  number of warrants of different  denominations,  as requested by
     the  Holder  surrendering  the  same,  or in such  denominations  as may be
     requested by the Holder  following  determination of the exercise price. No
     service charge will be made for such registration or transfer,  exchange or
     reissuance.


10.  Saturdays,  Sundays,  Holidays,  etc. If the last or appointed  day for the
     taking of any action or the  expiration  of any right  required  or granted
     herein shall be a saturday, sunday or a legal holiday, then such action may
     be taken or such right may be  exercised on the next  succeeding  day not a
     legal holiday.


11.  Effect of Certain Events.  If at any time while this warrant or any portion
     thereof is  outstanding  and  unexpired  there shall be a  transaction  (by
     merger or  otherwise)  in which  more than 50% of the  voting  power of the
     Company is disposed of (collectively, a "sale or merger transaction"),  the
     Holder of this Warrant  shall have the right  thereafter  to  purchase,  by
     exercise of  thisWarrant  and payment of the  aggregate  exercise  price in
     effect  immediately prior to such action, the kind and amount of shares and
     other  securities  and  property  which it would  have  owned or have  been
     entitled  to  receive  after the  happening  of such  transaction  had this
     Warrant  been  exercised  immediately  prior  thereto,  subject  to further
     adjustment as provided in Section 12.

<PAGE>
12.  Adjustments of Exercise Price and Number of Warrant  Shares.  The number of
     and kind of  securities  purchasable  upon exercise of this Warrant and the
     Exercise  Price  shall be  subject to  adjustment  from time to time as set
     forth in this Section 12.

(a)  Subdivisions,  Combinations,  Stock Dividends and other  Issuances.  If the
     Company  shall,  at any time while this Warrant is  outstanding,  (A) pay a
     stock  dividend or otherwise make a distribution  or  distributions  on any
     equity securities (including  instruments or securities convertible into or
     exchangeable  for such equity  securities)  in shares of Common Stock,  (B)
     subdivide  outstanding  shares  of  Common  Stock  into a larger  number of
     shares,  or (C) combine  outstanding  Common Stock into a smaller number of
     shares,  then each  Affected  Exercise  Price (as defined  below)  shall be
     multiplied  by a fraction,  the  numerator  of which shall be the number of
     shares of Common Stock outstanding before such event and the denominator of
     which shall be the number of shares of Common Stock  outstanding after such
     event.  Any  adjustment  made  pursuant to this Section  12(a) shall become
     effective  immediately  after  the  record  date for the  determination  of
     stockholders  entitled to receive such dividend or  distribution  and shall
     become  effective  immediately  after the  effective  date in the case of a
     subdivision or combination.  As used herein,  the Affected  Exercise Prices
     (each an "Affected  Exercise Price") shall refer to: (i) the Exercise Price
     and (ii) each reported  price for the Common Stock on the Principal  Market
     (as  defined  in the  Purchase  Agreement)  occurring  on any  Trading  Day
     included  in the period  used for  determining  the  Closing  Price,  which
     Trading Day occurred  before the record date in the case of events referred
     to in clause (A) of this  subparagraph  12(a) and the effective date in the
     case of the events referred to in clauses (B) and (C) of this  subparagraph
     12(a).  "Closing  Price"  shall have the meaning set forth in the  Purchase
     Agreement.  The number of shares which may be purchased  hereunder shall be
     increased  proportionately  to any reduction in Exercise  Price pursuant to
     this paragraph 12(a), so that after such adjustments the aggregate Exercise
     Price payable  hereunder  for the  increased  number of shares shall be the
     same  as the  aggregate  Exercise  Price  in  effect  just  prior  to  such
     adjustments.

(b)  Other  Distributions.  If at any time  after the date  hereof  the  Company
     distributes  to  holders  of its  Common  Stock,  other than as part of its
     dissolution,  liquidation  or the winding up of its affairs,  any shares of
     its capital stock, any evidence of indebtedness or any of its assets (other
     than  Common  Stock),  then the  number of  Warrant  Shares  for which this
     Warrant  is  exercisable  shall be  increased  to equal:  (i) the number of
     Warrant Shares for which this Warrant is exercisable  immediately  prior to
     such event, (ii) multiplied by a fraction, (A) the numerator of which shall
     be the Fair Market  Value (as defined  below) per share of Common  Stock on
     the record date for the dividend or  distribution,  and (B) the denominator
     of which shall be the Fair Market  Value price per share of Common Stock on
     the record date for the dividend or distribution minus the amount allocable
     to one share of Common  Stock of the value (as jointly  determined  in good
     faith by the Board of  Directors  of the Company and the Holder) of any and
     all  such  evidences  of  indebtedness,  shares  of  capital  stock,  other
     securities or property, so distributed. For purposes of this Warrant, "Fair
     Market Value" shall equal the 5 Trading Day average  closing  trading price
     of the Common  Stock on the  Principal  Market (as defined in the  Purchase
     Agreement) for the 5 Trading Days preceding the date of  determination  or,
     if the Common  Stock is not listed or admitted to trading on any  Principal
     Market,  and the average price cannot be determined as contemplated  above,
     the Fair Market Value of the Common Stock shall be as reasonably determined
     in good faith by the  Company's  Board of  Directors  and the  Holder.  The
     Exercise Price shall be reduced to equal:  (i) the Exercise Price in effect
     immediately  before  the  occurrence  of any  event  (ii)  multiplied  by a
     fraction,  (A) the  numerator of which is the number of Warrant  Shares for
     which this Warrant is exercisable  immediately  before the adjustment,  and
     (B) the denominator of which is the number of Warrant Shares for which this
     Warrant is exercisable immediately after the adjustment.
<PAGE>

(c)  Merger,  etc. If at any time after the date hereof  there shall be a merger
     or  consolidation  of the  Company  with or into  or a  transfer  of all or
     substantially all of the assets of the Company to another entity,  then the
     Holder shall be entitled to receive upon or after such transfer,  merger or
     consolidation  becoming  effective,  and upon payment of the Exercise Price
     then in effect, the number of shares or other securities or property of the
     Company  or of the  successor  corporation  resulting  from such  merger or
     consolidation,  which would have been received by the Holder for the shares
     of stock subject to this Warrant had this Warrant been exercised just prior
     to such  transfer,  merger or  consolidation  becoming  effective or to the
     applicable  record date  thereof,  as the case may be. The Company will not
     merge  or  consolidate  with  or into  any  other  corporation,  or sell or
     otherwise  transfer its property,  assets and business  substantially as an
     entirety to another corporation, unless the corporation resulting from such
     merger  or  consolidation   (if  not  the  Company),   or  such  transferee
     corporation,  as the case may be, shall expressly assume in writing the due
     and punctual  performance  and  observance  of each and every  covenant and
     condition of this Warrant to be performed and observed by the Company.

(d)  Reclassification,  etc. If at any time after the date hereof there shall be
     a reorganization or reclassification of the securities as to which purchase
     rights  under this  Warrant  exist into the same or a  different  number of
     securities of any other class or classes,  then the Holder shall thereafter
     be entitled to receive  upon  exercise of this  Warrant,  during the period
     specified herein and upon payment of the Exercise Price then in effect, the
     number  of shares  or other  securities  or  property  resulting  from such
     reorganization or  reclassification,  which would have been received by the
     Holder for the shares of stock  subject to this Warrant had this Warrant at
     such time been exercised.

(e)  Exercise  Price  Adjustment.  In the event that the Company issues or sells
     any Common Stock or securities  which are convertible  into or exchangeable
     for its Common  Stock or any  convertible  securities,  or any  warrants or
     other  rights  to  subscribe  for or to  purchase  or any  options  for the
     purchase of its Common Stock or any such convertible securities (other than
     shares  or  options  issued  or which  may be  issued  pursuant  to (i) the
     Company's  current  employee option plans or shares issued upon exercise of
     options,  warrants or rights  outstanding  on the date of the Agreement and
     listed  in the  Company's  most  recent  periodic  report  filed  under the
     Exchange Act or in the Purchase  Agreement,  or (ii)  arrangements with the
     Investor) at an effective price per share which is less than the greater of
     the Exercise Price then in effect or the Fair Market Value (as described in
     Section 12(b) above) of the Common Stock on the trading day next  preceding
     such issue or sale,  then in each such case,  the Exercise  Price in effect
     immediately  prior  to  such  issue  or sale  shall  be  reduced  effective
     concurrently with such issue or sale to an amount determined by multiplying
     the Exercise Price then in effect by a fraction, (x) the numerator of which
     shall be the sum of (1) the  number of shares of Common  Stock  outstanding
     immediately  prior to such issue or sale,  plus (2) the number of shares of
     Common Stock which the aggregate  consideration received by the Company for
     such additional shares would purchase at such Fair Market Value or Exercise
     Price,  whichever is greater,  then in effect;  and (y) the  denominator of
     which  shall be the  number  of  shares  of  Common  Stock  of the  Company
     outstanding immediately after such issue or sale.
<PAGE>

     For the purposes of the foregoing  adjustment,  in the case of the issuance
     of any  convertible  securities,  warrants,  options  or  other  rights  to
     subscribe  for or to  purchase  or  exchange  for,  shares of Common  Stock
     ("Convertible  Securities"),  the maximum  number of shares of Common Stock
     issuable  upon  exercise,   exchange  or  conversion  of  such  Convertible
     Securities  shall be deemed to be  outstanding,  provided  that no  further
     adjustment  shall be made upon the  actual  issuance  of Common  Stock upon
     exercise, exchange or conversion of such Convertible Securities.

     The number of shares  which may be purchased  hereunder  shall be increased
     proportionately  to any  reduction  in  Exercise  Price  pursuant  to  this
     paragraph  12(e),  so that after such  adjustments  the aggregate  Exercise
     Price payable  hereunder  for the  increased  number of shares shall be the
     same  as the  aggregate  Exercise  Price  in  effect  just  prior  to  such
     adjustments.

     In the event of any such  issuance for a  consideration  which is less than
     such  Fair  Market  Value and also less  than the  Exercise  Price  then in
     effect,  than  there  shall be only one such  adjustment  by reason of such
     issuance,  such  adjustment  to be  that  which  results  in  the  greatest
     reduction of the Exercise Price computed as aforesaid.

(f)  (i) The terms of any reorganization,  consolidation, merger, sale, transfer
     or share exchange shall include such terms so as to continue to give to the
     holder hereof the right to receive the  securities or property set forth in
     this  Section 12 upon any  exercise  following  any such  reclassification,
     consolidation, merger, sale, transfer or share exchange.

     (ii) In the  event  of any  adjustment  in the  number  of  Warrant  Shares
     issuable  hereunder  upon  exercise,  the Exercise Price shall be inversely
     proportionately  increased  or  decreased  as the  case may be,  such  that
     aggregate  purchase  price for Warrant  Shares  upon full  exercise of this
     Warrant shall remain the same. Similarly, in the event of any adjustment in
     the Exercise Price,  the number of Warrant Shares  issuable  hereunder upon
     exercise shall be inversely  proportionately  increased or decreased as the
     case may be, such that  aggregate  purchase  price for Warrant  Shares upon
     full exercise of this Warrant shall remain the same.

13.  Voluntary  adjustment by the Company. The Company may at its option, at any
     time  during the term of this  Warrant,  reduce but not  increase  the then
     current  exercise  price to any amount  and for any  period of time  deemed
     appropriate by the board of directors of the Company.
<PAGE>

14.  Notice of Adjustment;  Notice of Events. (i) Whenever the number of Warrant
     Shares or number or kind of securities or other property  purchasable  upon
     the exercise of this Warrant or the Exercise Price is adjusted, the Company
     shall  promptly  mail to the Holder of this Warrant a notice  setting forth
     the number of Warrant Shares (and other securities or property) purchasable
     upon the exercise of this  Warrant and the  Exercise  Price of such Warrant
     Shares after such  adjustment  and setting  forth the  computation  of such
     adjustment and a brief  statement of the facts  requiring such  adjustment.
     (ii)  If:  (A)  the  Company   shall  declare  a  dividend  (or  any  other
     distribution)  on its Common  Stock;  or (B) the  Company  shall  declare a
     special  nonrecurring cash dividend on or a redemption of its Common Stock;
     or (C) the  Company  shall  authorize  the  granting  to all holders of the
     Common Stock rights or warrants to subscribe  for or purchase any shares of
     capital  stock of any class or of any  rights;  or (D) the  approval of any
     stockholders  of the  Company  shall be  required  in  connection  with any
     reclassification  of the Common Stock of the Company,  any consolidation or
     merger to which the  Company  is a party,  any sale or  transfer  of all or
     substantially  all of the assets of the Company,  or any  compulsory  share
     exchange whereby the Common Stock is converted into other securities,  cash
     or property; or (E) the Company shall authorize the voluntary  dissolution,
     liquidation  or winding up of the affairs of the Company,  then the Company
     shall cause to be mailed to each Warrant  holder at their last addresses as
     they shall  appear upon the Warrant  register of the  Company,  at least 30
     calendar days prior to the applicable  record or effective date hereinafter
     specified  (or such lesser time as is equal to the period  between the date
     of fixing such record or effective date and such record or effective  date,
     but in no event less than 10 days),  a notice stating (x) the date on which
     a record is to be taken for the  purpose  of such  dividend,  distribution,
     redemption, rights or warrants, or if a record is not to be taken, the date
     as of which the  holders of Common  Stock of record to be  entitled to such
     dividend,   distributions,   redemption,  rights  or  warrants  are  to  be
     determined or (y) the date on which such  reclassification,  consolidation,
     merger, sale, transfer or share exchange is expected to become effective or
     close, and the date as of which it is expected that holders of Common Stock
     of record  shall be entitled to exchange  their  shares of Common Stock for
     securities,  cash or other property deliverable upon such reclassification,
     consolidation,   merger,  sale,  transfer,  share  exchange,   dissolution,
     liquidation or winding up.


15.  Authorized Shares. The Company covenants that during the period the warrant
     is  outstanding  and  exercisable,  it will reserve from its authorized and
     unissued  common  stock a  sufficient  number of shares to provide  for the
     issuance of the warrant  shares upon the  exercise of any and all  purchase
     rights under this Warrant.  The Company further covenants that its issuance
     of this Warrant  shall  constitute  full  authority to its officers who are
     charged with the duty of executing stock  certificates to execute and issue
     the necessary  certificates for the warrant shares upon the exercise of the
     purchase  rights  under  this  Warrant.  The  Company  will  take  all such
     reasonable  action as may be necessary  to assure that such warrant  shares
     may be issued as provided  herein without  violation of any applicable law,
     regulation, or rule of any applicable market or exchange.
<PAGE>
16.  9.99% Limitation.

          (i)  Notwithstanding  anything to the contrary  contained herein,  the
     number of shares of Common  Stock that may be  acquired  by the holder upon
     exercise  pursuant to the terms hereof shall not exceed a number that, when
     added to the total  number of shares of Common  Stock  deemed  beneficially
     owned by such holder  (other than by virtue of the  ownership of securities
     or rights to acquire securities that have limitations on the holder's right
     to  convert,  exercise  or  purchase  similar to the  limitation  set forth
     herein), together with all shares of Common Stock deemed beneficially owned
     by  the  holder's  "affiliates"  (as  defined  in  Rule  144  of  the  Act)
     ("Aggregation   Parties")   that  would  be  aggregated   for  purposes  of
     determining  whether a group under Section 13(d) of the Securities Exchange
     Act of 1934 as amended,  exists, would exceed 9.99% of the total issued and
     outstanding   shares  of  the  Common  Stock  (the  "Restricted   Ownership
     Percentage");  provided  that (w) each  holder  shall have the right at any
     time and from time to time to reduce its  Restricted  Ownership  Percentage
     immediately  upon notice to the Company and (x) each holder  shall have the
     right  (subject  to waiver) at any time and from time to time,  to increase
     its  Restricted  Ownership  Percentage  immediately  in  the  event  of the
     announcement  as pending or planned,  of a transaction or event referred to
     in Section 5(m) of the Certificate.

          (ii) Each time (a "Covenant Time") the holder or an Aggregation  Party
     makes a Triggering Acquisition (as defined below) of shares of Common Stock
     (the  "Triggering  Shares"),  the holder will be deemed to covenant that it
     will  not,  during  the  balance  of  the  day  on  which  such  Triggering
     Acquisition  occurs,  and during the 61-day  period  beginning  immediately
     after that day,  acquire  additional  shares of Common  Stock  pursuant  to
     rights-to-acquire  existing at that Covenant Time, if the aggregate  amount
     of such additional  shares so acquired (without reducing that amount by any
     dispositions)  would  exceed  (x)  9.99% of the  number of shares of Common
     Stock  outstanding at that Covenant Time (including the Triggering  Shares)
     minus (y) the number of shares of Common Stock actually owned by the holder
     at that Covenant Time  (regardless of how or when  acquired,  and including
     the Triggering  Shares).  A "Triggering  Acquisition" means the giving of a
     Notice of Exercise or any other  acquisition  of Common Stock by the holder
     or an Aggregation Party; provided, however, that with respect to the giving
     of such Notice of Exercise,  if the associated issuance of shares of Common
     Stock does not occur, such event shall cease to be a Triggering Acquisition
     and the related  covenant under this  paragraph  shall  terminate.  At each
     Covenant  Time,  the  holder  shall be  deemed  to waive any right it would
     otherwise  have to acquire  shares of Common  Stock to the extent that such
     acquisition  would  violate  any  covenant  given by the holder  under this
     paragraph.  Notwithstanding  anything to the  contrary  in the  Transaction
     Documents, in the event of a conflict between any covenant given under this
     paragraph  and any  obligation  of the  holder  to  exercise  this  Warrant
     pursuant to the  Transaction  Documents,  the former  shall  supersede  the
     latter, and the latter shall be reduced  accordingly.  For the avoidance of
     doubt:

                           (A)      The  covenant  to be given  pursuant to this
                                    paragraph  will be given  at every  Covenant
                                    Time and  shall be  calculated  based on the
                                    circumstances  then in effect. The making of
                                    a covenant  at one  Covenant  Time shall not
                                    terminate or modify any prior covenants.
                           (B)      The holder may  therefore  from time to time
                                    be subject to multiple such covenants,  each
                                    one having been made at a different Covenant
                                    Time,   and   some   possibly   being   more
                                    restrictive  than  others.  The holder  must
                                    comply  with  all  such  covenants  then  in
                                    effect.
<PAGE>
17.  Compliance with Securities  Laws. (a) The Holder hereof  acknowledges  that
     the Warrant  Shares  acquired  upon the  exercise of this  Warrant,  if not
     registered  (or  if no  exemption  from  registration  exists),  will  have
     restrictions upon resale imposed by state and federal securities laws. Each
     certificate  representing  the  Warrant  Shares  issued to the Holder  upon
     exercise (if not  registered,  for resale or otherwise,  or if no exemption
     from registration exists) will bear substantially the following legend:

         THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
         WITH  THE  SECURITIES   AND  EXCHANGE   COMMISSION  OR  THE  SECURITIES
         COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION
         UNDER THE  SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"),
         AND, ACCORDINGLY,  MAY NOT BE OFFERED,  TRANSFERRED,  SOLD OR OTHERWISE
         DISPOSED OF EXCEPT  PURSUANT  TO AN  EFFECTIVE  REGISTRATION  STATEMENT
         UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR
         IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION  REQUIREMENTS OF THE
         SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

(b)  Without  limiting the  Investor's  right to  transfer,  assign or otherwise
     convey the  Warrant or Warrant  Shares in  compliance  with all  applicable
     securities  laws,  the  Investor of this  Warrant,  by  acceptance  hereof,
     acknowledges  that this  Warrant and the  Warrant  Shares to be issued upon
     exercise  hereof are being  acquired  solely for the Investor's own account
     and not as a nominee for any other party,  and that the  Investor  will not
     offer,  sell or otherwise  dispose of this Warrant or any Warrant Shares to
     be issued upon  exercise  hereof except under  circumstances  that will not
     result in a violation of applicable federal and state securities laws.

18.  Miscellaneous.

(a)  Issue Date;  Choice of Law;  Venue;  Jurisdiction.  The  provisions of this
     Warrant  shall be construed and shall be given effect in all respects as if
     it had been issued and  delivered by the Company on the date  hereof.  This
     Warrant  shall be binding  upon any  successors  or assigns of the Company.
     This Warrant will be construed and enforced in accordance with and governed
     by the laws of the State of New York,  except for matters arising under the
     Act,  without  reference to  principles  of  conflicts of law.  Each of the
     parties  consents to the  exclusive  jurisdiction  of the FEDERAL AND STATE
     CourtS  sitting  in the  COUNTY  of New  York in the  State  of New York in
     connection  with any dispute  arising under this Warrant and hereby waives,
     to the maximum  extent  permitted  by law,  any  objection,  including  any
     objection  based on forum non  conveniens OR VENUE,  to the bringing of any
     such proceeding in such jurisdiction.  Each party hereby agrees that if the
     other  party  to this  Warrant  obtains  a  judgment  against  it in such a
     proceeding,  the party which  obtained  such  judgment  may enforce same by
     summary judgment in the courts of any country having  jurisdiction over the
     party against whom such judgment was obtained, and each party hereby waives
     any defenses  available to it under local law and agrees to the enforcement
     of such a judgment.  Each party to this Warrant irrevocably consents to the
     service of process in any such  proceeding by the mailing of copies thereof
     by  registered or certified  mail,  postage  prepaid,  to such party at its
     address in accordance  with Section 18(c).  Nothing herein shall affect the
     right of any party to serve process in any other manner permitted by law.

(b)  Modification  and Waiver.  This  Warrant and any  provisions  hereof may be
     changed, waived,  discharged or terminated only by an instrument in writing
     signed by the party against which  enforcement  of the same is sought.  Any
     amendment  effected in accordance with this paragraph shall be binding upon
     the  Investor,  each  future  holder of this  Warrant and the  Company.  No
     waivers of, or  exceptions  to, any term,  condition  or  provision of this
     Warrant, in any one or more instances,  shall be deemed to be, or construed
     as,  a  further  or  continuing  waiver  of any  such  term,  condition  or
     provision.
<PAGE>

(c)  Notices. Any notice,  request or other document required or permitted to be
     given or delivered to the Investor or future  holders hereof or the Company
     shall be  personally  delivered or shall be sent by certified or registered
     mail,  postage prepaid,  to the Investor or each such holder at its address
     as shown on the books of the  Company or to the  Company at the address set
     forth in the Purchase  Agreement.  All notices  under this Warrant shall be
     deemed to have been given when received.

     A party may from time to time change the address to which notices to it are
     to be  delivered  or mailed  hereunder  by notice  in  accordance  with the
     provisions of this Section 18(c).

(d)  Severability.  Whenever  possible,  each provision of this Warrant shall be
     interpreted  in such manner as to be effective  and valid under  applicable
     law, but if any provision of this Warrant is held to be invalid, illegal or
     unenforceable  in any  respect  under  any  applicable  law or  rule in any
     jurisdiction,  such invalidity,  illegality or  unenforceability  shall not
     affect the validity,  legality or  enforceability of any other provision of
     this  Warrant in such  jurisdiction  or affect the  validity,  legality  or
     enforceability of any provision in any other jurisdiction, but this Warrant
     shall be reformed,  construed and enforced in such  jurisdiction as if such
     invalid,  illegal  or  unenforceable  provision  had never  been  contained
     herein.

(e)  No  Impairment.  The Company will not, by amendment of its  Certificate  of
     Incorporation   or  through   any   reorganization,   transfer  of  assets,
     consolidation,  merger,  dissolution,  issue or sale of  securities  or any
     other  voluntary  action,   avoid  or  seek  to  avoid  the  observance  or
     performance  of any of the terms of this Warrant,  but will at all times in
     good faith  assist in the  carrying out of all such terms and in the taking
     of all such action as may be necessary or  appropriate  in order to protect
     the  rights  of  the  Holder  against  impairment.   Without  limiting  the
     generality  of the  foregoing,  the Company (a) will not  increase  the par
     value of any  Warrant  Shares  above the amount  payable  therefor  on such
     exercise,  and (b) will take all such action as may be reasonably necessary
     or  appropriate  in order that the Company  may  validly and legally  issue
     fully  paid  and  nonassessable  Warrant  Shares  on the  exercise  of this
     Warrant.

(f)  Specific Enforcement. The Company and the Holder acknowledge and agree that
     irreparable  damage would occur in the event that any of the  provisions of
     this Warrant were not performed in accordance  with their specific terms or
     were otherwise breached. It is accordingly agreed that the parties shall he
     entitled to an injunction or injunctions to prevent or cure breaches of the
     provisions  of this  Warrant  and to  enforce  specifically  the  terms and
     provisions  hereof,  this being in  addition  to any other  remedy to which
     either of them may be entitled by law or equity.

                            [Signature Page Follows]


<PAGE>
         IN WITNESS WHEREOF,  the Company has caused this Warrant to be executed
by its officers thereunto duly authorized.

Dated: May 1, 2000

                           GenesisIntermedia.com, Inc.


                            By: ______________________________
                                   Name: Ramy El-Batrawi
                                   Title: President


ATTEST:



------------------------
Print Name:



<PAGE>

                               NOTICE OF EXERCISE



To:      GenesisIntermedia.com, Inc.

(1) The  undersigned  hereby elects to exercise the attached  Warrant for and to
purchase  thereunder,  ______ shares of Common Stock, and herewith makes payment
therefor  of  $_______,  or elects to use the  cashless  exercise  option of the
Warrant.

(2) Please  issue a  certificate  or  certificates  representing  said shares of
Common  Stock  in the  name  of the  undersigned  or in  such  other  name as is
specified below:

                           -------------------------------
                           (Name)

                           -------------------------------
                           (Address)
                           -------------------------------

(3) Please  issue a new  Warrant  for the  unexercised  portion of the  attached
Warrant in the name of the  undersigned  or in such  other name as is  specified
below:

                                           -----------------------------------
                                          (Name)

--------------------                       -----------------------------------
(Date)                                    (Signature)
                                          -----------------------------------
                                          (Address)


Dated:
                                          -----------------------------------
                                          Signature


<PAGE>


                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                      Do not use this form to exercise the
                                   warrant.)



     FOR VALUE RECEIVED,  the foregoing Warrant and all rights evidenced thereby
are  hereby  assigned  to  ______________________________________________  whose
address is ________________________.





                           Dated:  ______________,


                           Holder's Signature:_____________________________

                           Holder's Address:_____________________________

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



Signature Guaranteed:  ___________________________________________




NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of  corporations  and  those  acting  in an  fiduciary  or other  representative
capacity  should  file  proper  evidence of  authority  to assign the  foregoing
Warrant.