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.

THE SECURITIES REPRESENTED BY THIS CERTIFICATE 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
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.


$______                                              GenesisIntermedia.com, Inc.
                                                                 _________, 19__

                                    DEBENTURE
         GenesisIntermedia.com,  Inc., a Delaware corporation (the "Maker"), for
value  received,  promises  to pay to the order of  ______________,  a _________
company (the "Creditor"), at its offices located at ___________________________,
or at such  other  place as the holder of this  Debenture  may from time to time
designate  in writing,  the  principal  sum of  ________________  United  States
Dollars  (US$__________),  together  with  interest from the date of funding the
purchase price of this Debenture on the unpaid principal balance at a rate equal
to __________ Percent (_____%) per annum, computed on the basis of twelve 30-day
months.  All principal and accrued but unpaid interest  hereunder is payable (i)
on the thirtieth (30th) day following the date on which the Maker's registration
statement on Form SB-2 (File No.  333-66281) (the  "Registration  Statement") is
declared effective by the United States Securities and Exchange  Commission (the
"SEC") (the "Maturity Date") or (ii) in the event that the Maker's  Registration
Statement has not been declared effective by the SEC within 180 days of the date
of this Debenture (the "Registration  Period"), upon the demand of the Creditor.
This  Debenture  shall  be  subject  to  the  following   additional  terms  and
conditions:

SECTION 1.        AGREEMENT.

         This Debenture is issued  pursuant to that certain  Debenture  Purchase
Agreement (the  "Agreement")  between the Maker and the Creditor dated as of May
18, 1999,  and is entitled to the benefits of such  Agreement.  All  capitalized
terms  that are used in this  Debenture  but not  otherwise  defined  herein are
intended to have the meanings assigned to such terms in the Agreement.

Section 2.        Payment of Principal and Interest.

         (a) Within ten (10) days of the last day of each  quarter of the fiscal
year,  commencing on June 30, 1999, the Maker shall make payments of accrued and
unpaid interest on this Debenture.  The entire unpaid  principal and accrued but
unpaid  interest on this  Debenture  shall be due and payable in full (i) on the
Maturity Date or (ii) in the event that the Registration  Statement has not been
declared  effective  with  the  Registration  Period,  upon  the  demand  of the
Creditor.

         (b) Except as otherwise  provided  herein,  all sums payable  hereunder
shall be paid in lawful  money of the United  States of America  which  shall be
legal tender for public and private debts at the time of payment. If the payment
to be made  hereunder  shall be due on a day other  than a  Business  Day,  such
payment shall be made on the next succeeding  Business Day. "Business Day" means
any day other than a Saturday,  Sunday,  or a day on which banking  institutions

<PAGE>
are authorized or required to close. All payments shall be credited first toward
interest  then due and the remainder  toward  principal.  This  Debenture may be
prepaid in whole or in part without penalty or premium or the written consent of
the holder hereof.

SECTION 3.        SUBORDINATION.

         This  Debenture  shall be subject to customary  forms of  subordination
agreement requested from time to time by holders of Senior Indebtedness and, the
Maker  may  request  that the  Creditor  execute  such  forms  of  subordination
agreement,   which  request   shall  not  be   unreasonably   refused.   "Senior
Indebtedness"  as used herein shall mean any indebtedness of the Company that by
its  terms  provides  that it is senior to the  indebtedness  evidenced  by this
Debenture.

SECTION 4.        EVENTS OF DEFAULT.

         Upon the occurrence of any Event of Default, then, at the option of the
holder  hereof,  all  sums  owing  and  to  become  owing  hereon  shall  become
immediately due and payable.  After the occurrence and during the continuance of
any Event of Default,  all payments on this Debenture  shall be applied first to
the payment of any costs,  fees or other charges incurred in connection with the
indebtedness  evidenced hereunder,  next to the payment of accrued interest, and
then to the reduction of the principal  amount hereof.  "Event of Default" shall
include any of the following:

          (a) The Maker shall fail to pay any portion of  principal  or interest
     owing under this Debenture when due;

          (b) The Maker shall fail to perform or observe in any material respect
     any other term,  covenant or agreement  contained in this  Debenture on the
     Maker's part to be performed or observed and any such failure  shall remain
     unremedied  for ten (10) days after written  notice thereof shall have been
     given to the Maker by the holder hereof; or

          (c) The Maker shall admit in writing  its  inability  to pay its debts
     generally, or shall make a general assignment for the benefit of creditors;
     or any  proceeding  shall be  instituted by or against the Maker seeking to
     adjudicate it a bankrupt or insolvent, or seeking liquidation,  winding up,
     reorganization,  arrangement, adjustment, protection, relief or composition
     of it or its debts under any law  relating  to  bankruptcy,  insolvency  or
     reorganization  or relief of debtors,  or seeking the entry of an order for
     relief of the appointment of a receiver,  trustee or other similar official
     for it or for any substantial part of its property.

SECTION 5.     ATTORNEYS' FEES; WAIVER OF DEMAND, AND OTHER COSTS AND EXPENSES.

         If action is instituted to collect this  Debenture,  the Maker promises
to pay all costs and expenses, including reasonable attorneys' fees, incurred in
connection with such action.  The obligations to make the payments  provided for
in this Debenture are absolute and unconditional and not subject to any defense,
set-off,  counterclaim,  rescission,  recoupment or adjustment  whatsoever.  The
Maker hereby  expressly  waives demand and  presentment  for payment,  notice of
nonpayment, notice of default, dishonor, protest, notice of protest, bringing of
suit and  diligence  in taking  any  action to  collect  any  amount  called for
hereunder,  and shall be directly  and  primarily  liable for the payment of all
sums  owing  and to be owing  hereon,  regardless  of and  without  any  notice,
diligence,  act or omission with respect to the  collection of any amount called
for hereunder.
                                       2
<PAGE>
SECTION 6.        NO ASSIGNMENT.

         Neither this Debenture nor any of the rights,  interests or obligations
hereunder  may be assigned,  by operation  of law or  otherwise,  in whole or in
part,  by the Maker  without the prior  written  consent of the holder except in
connection  with an assignment in whole to a successor  corporation to the Maker
in a merger of the Maker or a sale of all or  substantially  all of the  Maker's
property  and  assets and then only if the  holder's  rights  hereunder  are not
impaired.

SECTION 7.        NO WAIVER; AMENDMENTS; REMEDIES; ETC.

         Neither  acceptance by the holder of partial or delinquent  payment nor
any failure on the part of the holder to exercise,  or any delay in  exercising,
any right under this Debenture or under applicable law shall operate as a waiver
of any obligation of Maker or any right of the holder,  and no single or partial
exercise of any right under this  Debenture  shall preclude any other or further
exercise  thereof or the  exercise  of any other  right.  No waiver,  amendment,
alteration or other modification of any provision of this Debenture shall in any
event be effective unless the same shall be in writing and signed by the holder.
The remedies  provided in this Debenture are cumulative and not exclusive of any
remedies  provided by law.  All of the  covenants,  provisions,  and  conditions
herein  contained  are  made on  behalf  of,  and  shall  apply  to and bind the
respective distributees,  personal representatives,  successors,  and assigns of
the parties hereto, jointly and severally.

SECTION 8.        GOVERNING LAW.

         This Debenture  shall be deemed to be a contract made under the laws of
the State of California  and shall be construed in  accordance  with the laws of
the State of  California,  without  regard to the conflicts of law provisions of
the State of California or of any other state.
                                       3
<PAGE>

         EXECUTED as of the date first above written.

                                         GENESISINTERMEDIA.COM, INC.,
                                         a Delaware corporation



                                         By:_______________________
                                            Ramy El-Batrawi
                                            President

<PAGE>

                         SCHEDULE OF OMITTED DEBENTURES

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