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.

                                WARRANT AGREEMENT

     This WARRANT  AGREEMENT  (this  "Agreement")  dated as of July 2, 2001,  is
entered into by and between GenesisIntermedia, Inc., a Delaware corporation (the
"Company") and Riverdale  LLC, a New York limited  liability  company  (together
with its successors and assigns, the "Holder").

     WHEREAS to induce Holder to enter into an  acquisition  financing  facility
and investment  banking  commitment  letter (the "Commitment  Letter") dated the
date hereof among the Holder,  the Company and the other parties named  therein,
and in  consideration  of the  payment of $1.00 and for other good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Company has agreed to issue Warrants to the Holder providing for the purchase of
shares of Common Stock of the Company in the manner hereinafter provided.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
agreements herein set forth, the parties hereto agree as follows:

     SECTION 1. FORM OF WARRANT  CERTIFICATES.  There  shall be three  series of
Warrants,  denominated  as  Series  IA,  IB and IC  (each  a the  "Warrant"  and
collectively,  the "Warrants").  The  certificates  evidencing the Warrants (the
"Warrant  Certificates")  (and the form of election to purchase shares of Common
Stock  and the form of  assignment  printed  on the  reverse  thereof)  shall be
substantially  as set  forth in  Exhibit  A hereto  and may have  such  letters,
numbers  or other  marks  of  identification  or  designation  or such  legends,
summaries  or  endorsements  printed,  lithographed  or engraved  thereon as the
Company may deem appropriate and as are not inconsistent  with the provisions of
this  Agreement or as may be required to comply with any law or with any rule or
regulation  made  pursuant  thereto,  or  to  conform  to  usage.  Each  Warrant
Certificate  shall be dated as of the date of  issuance  thereof,  whether  upon
initial issuance or upon transfer or exchange,  and each Warrant initially shall
entitle  Holder  thereof to purchase an aggregate of one share of Common  Stock,
but the number of such  shares  and the  Exercise  Price (as  defined in Section
3(c)) shall be subject to adjustments as provided herein.

     SECTION 2. COMMON STOCK AND WARRANT COMMON STOCK.  As  hereinafter  used in
this Agreement, "Common Stock" shall mean the Common Stock, $0.001 par value, of
the Company as  authorized  at the date hereof and stock of any other class into
which such  presently  authorized  Common Stock may  hereafter  be changed,  and
"Warrant  Common  Stock" shall mean the Common Stock  issuable  upon exercise of
Warrants.  In case, by reason of the operation of Section 4, the Warrants  shall



<PAGE>
entitle Holder thereof to purchase any other shares of stock or other securities
or property of the Company or of any other  corporation,  any  reference in this
Agreement  to the  exercise of Warrants  shall be deemed to refer to and include
the purchase of such other shares of stock or other  securities or property upon
such  exercise.

     SECTION 3. TERM OF WARRANTS;  EXERCISE PRICE OF WARRANTS. (a) Warrants, and
corresponding  Warrant  Certificates,  shall be  issued to  Holder  within  five
business days after the execution and delivery of the Credit Agreement by Holder
and the Company, entitling the Holder to purchase the number of shares set forth
below on the conditions set forth in this Agreement and the Warrant Certificate.
Aggregate Number of Shares Series of Warrants Subject to Warrants

                           IA             1,000,000
                           IB             1,000,000
                           IC             2,000,000

     (b) Holder may exercise the Warrants evidenced by a Warrant Certificate, in
whole or in part and in accordance with the provisions of this Section 3, at any
time after the date of this  Agreement,.  To  exercise  Warrants,  Holder  shall
surrender  to  the  Company  at  its  principal  executive  office  the  Warrant
Certificate  with the form of election to purchase duly executed,  together with
payment of the Exercise  Price (as defined  below) then in effect for each share
of Warrant Common Stock issuable upon exercise of a Warrant, or,  alternatively,
to receive a lesser  number of shares  through a Cashless  Exercise  (as defined
below), at or prior to 5:00 p.m. (Pacific Time) on July 1, 2005 (the "Expiration
Date"),  at which time all rights  evidenced by the Warrant  Certificates  shall
cease and the Warrants shall become void.

     (c) The  purchase  price for each  share of Common  Stock  pursuant  to the
exercise of a Warrant (the  "Exercise  Price") shall be as follows:  Series IA -
$2.00 per share;  Series IB - $4.00 per share;  and Series IC - $9.00 per share;
and shall be subject to adjustment as provided in Section 4 hereof. The Exercise
Price shall be payable in lawful money of the United  States of America,  except
as provided in clause (d)(2) below.

     (d) Warrants may be exercised by either of the following methods:

     (1) Cash Exercise.  If Holder desires to exercise Warrants for cash, Holder
must elect and sign the "Cash  Exercise"  election  on the  reverse  side of the
Warrant  Certificate  and deliver to the Company (x) the Warrant  Certificate or
Certificates  representing  the  Warrants  to be  exercised  and  (y)  cash or a
certified or official bank check  payable to the Company for the Exercise  Price
for such Warrant (a "Cash Exercise").

     (2)  Cashless  Exercise.  If Holder  desires to exercise  Warrants  without
delivering cash, Holder must elect and sign the "Cashless  Exercise" election on
the  reverse  side of the  Warrant  Certificate  and  deliver to the Company the
Warrant Certificate or Certificates representing the Warrants to be exercised (a
"Cashless  Exercise").  Upon a Cashless Exercise,  Holder shall be entitled to a
number of shares of  Warrant  Common  Stock  determined  by using the  following
formula:

                                       2
<PAGE>

                           X =      Y(A-B)
                                    ------
                                      A
         Where:            X =      the number of shares of Warrant Common Stock
                                    to be issued to the Holder under the
                                    provisions of this Section 3(d)(2)
                           Y =      the number of shares of Warrant Common Stock
                                    that would otherwise be issued upon an
                                    exercise of the Warrants to be exercised if
                                    they were exercised for cash
                           A =      the Current Market Price per share of Common
                                    Stock calculated as of the date of exercise
                           B =      the Exercise Price then in effect

     SECTION  4.  ADJUSTMENT  OF  EXERCISE  PRICE AND NUMBER OF SHARES OF COMMON
STOCK. The Exercise Price and the number of shares  purchasable upon exercise of
a Warrant  (other  than in  connection  with any  securities  issued or issuable
pursuant to that certain  acquisition  transaction  that has been  identified to
Holder) shall be subject to adjustment as follows:

     (a) Change in Common Stock.  If the Company shall, at any time or from time
to time after the date  hereof,  (i) issue any shares of Common Stock as a stock
dividend to holders of Common Stock,  (ii) subdivide or combine the  outstanding
shares of Common Stock into a greater or lesser  number of shares or (iii) issue
any shares of its capital stock in a  reclassification  or reorganization of the
Common Stock (any such issuance, subdivision,  combination,  reclassification or
reorganization  being herein called a "Change of Shares"),  then (A) in the case
of the events referred to in clauses (i) and (ii) above, the number of shares of
Common  Stock that may be  purchased  upon the  exercise  of a Warrant  shall be
adjusted  to the  number of shares of Common  Stock that the Holder of a Warrant
would have owned or have been  entitled to receive  after the  happening of such
event for each series of Warrant, had a Warrant been exercised immediately prior
to the record date (or, if there is no record date, the effective date) for such
event, and the Exercise Price shall be adjusted to the price  (calculated to the
nearest  100th  of one  cent)  determined  by  multiplying  the  Exercise  Price
immediately  prior to such event by a fraction,  the numerator of which shall be
the  number of shares of Common  Stock  purchasable  with a Warrant  immediately
prior to such event and the  denominator  of which shall be the number of shares
of Common Stock  purchasable  with a Warrant  after the  adjustment  referred to
above  and (B) in the case of the  events  referred  to in clause  (iii)  above,
paragraph (b) below shall apply.  An  adjustment  made pursuant to clause (A) of
this paragraph (a) shall become effective  retroactively  immediately  after the
record date in the case of such dividend and shall become effective  immediately
after the effective date in other cases, but any shares of Common Stock issuable
solely as a result of such adjustment shall not be issued prior to the effective
date of such event.

     (b) Common Stock  Distribution.  If the Company shall,  at any time or from
time to time  after  the  date  hereof,  issue,  sell  or  otherwise  distribute
(including by way of deemed  distributions  pursuant to  paragraphs  (c) and (d)
below) any shares of Common Stock (other than pursuant to (A) a Change of Shares
or (B)  the  exercise  or  conversion,  as  the  case  may  be,  of any  Option,
Convertible  Security (each as defined in paragraph (c) below) or Warrant issued
after  the  date  of  this  Warrant)  (any  such  event,  including  any  deemed
distributions described in paragraphs (c) and (d), being herein called a "Common
Stock Distribution"), for a consideration per share less than the greater of the

                                       3
<PAGE>

Exercise Price or the Market Dilution Price in effect on the date of such Common
Stock Distribution,  then,  effective upon such Common Stock  Distribution,  the
Exercise  Price for each  affected  series of  Warrants  shall be reduced to the
price  (calculated  to the nearest 100th of one cent)  determined by multiplying
the Exercise Price in effect immediately prior to such Common Stock Distribution
by a  fraction  that  is the  lesser  (arithmetically  nearer  to  zero)  of the
following two fractions: (i) a fraction, the numerator of which shall be the sum
of (A) the  number  of  shares of Common  Stock  outstanding  (exclusive  of any
treasury shares) immediately prior to such Common Stock Distribution  multiplied
by the Current  Market  Price in effect  immediately  prior to such Common Stock
Distribution,  plus (B) the consideration,  if any, received by the Company upon
such  Common  Stock  Distribution,  and the  denominator  of which  shall be the
product of (C) the total number of shares of Common Stock issued and outstanding
immediately after such Common Stock  Distribution  multiplied by (D) the Current
Market Price in effect  immediately prior to such Common Stock  Distribution and
(ii) a fraction,  the  numerator  of which shall be the sum of (A) the number of
shares  of  Common  Stock   outstanding   (exclusive  of  any  treasury  shares)
immediately prior to such Common Stock  Distribution  multiplied by the Exercise
Price in effect  immediately prior to such Common Stock  Distribution,  plus (B)
the  consideration,  if any,  received  by the Company  upon such  Common  Stock
Distribution, and the denominator of which shall be the product of (C) the total
number of shares of Common Stock issued and outstanding  immediately  after such
Common  Stock  Distribution  multiplied  by (D) the  Exercise  Price  in  effect
immediately prior to such Common Stock Distribution.

     (1) If any Common Stock  Distribution  shall  require an  adjustment to the
Exercise Price  pursuant to the  provisions of this paragraph (b),  including by
operation  of  paragraph  (c) or (d)  below,  then,  effective  at the time such
adjustment is made,  the number of shares of Common Stock  purchasable  upon the
exercise  of each  affected  series of Warrant  shall be  increased  to a number
determined  by  multiplying  the  number of shares for each  affected  series of
Warrant so purchasable  immediately prior to such Common Stock Distribution by a
fraction,  the  numerator  of  which  shall  be the  Exercise  Price  in  effect
immediately  prior to such  adjustment and the denominator of which shall be the
Exercise  Price in  effect  immediately  after  such  adjustment.  In  computing
adjustments under this paragraph,  fractional interests in Common Stock shall be
taken into account to the nearest 100th of a share.

     (2) The  provisions  of this  paragraph  (b),  including  by  operation  of
paragraph (c) or (d) below,  shall not operate to increase the Exercise Price or
reduce the number of shares of Common Stock purchasable upon the exercise of the
Warrants, except by operation of paragraph (j) or (k) below.

     (c) Issuance of Options.  If the Company shall, at any time or from time to
time after the date hereof,  issue,  sell,  distribute or otherwise grant in any
manner (including by assumption) any rights to subscribe for or to purchase,  or
any  warrants  or options  for the  purchase  of,  Common  Stock or any stock or
securities  convertible  into or  exchangeable  for Common  Stock other than the
Warrants (any such rights, warrants or options being herein called "Options" and
any such  convertible or  exchangeable  stock or securities  being herein called
"Convertible Securities"),  whether or not such Options or the rights to convert
or exchange such  Convertible  Securities are immediately  exercisable,  and the
price per share at which  Common  Stock is  issuable  upon the  exercise of such
Options  or upon the  conversion  or  exchange  of such  Convertible  Securities
(determined by dividing (i) the aggregate amount, if any, received or receivable


                                       4
<PAGE>

by the Company as consideration for the issuance, sale, distribution or granting
of such Options, plus the minimum aggregate amount of additional  consideration,
if any,  payable to the Company upon the exercise of all such Options,  plus, in
the case of Options to acquire  Convertible  Securities,  the minimum  aggregate
amount of  additional  consideration,  if any,  payable upon the  conversion  or
exchange of all such Convertible Securities, by (ii) the total maximum number of
shares of Common Stock  issuable upon the exercise of all such Options) shall be
less than the  greater of the  Exercise  Price or the Market  Dilution  Price in
effect immediately prior to the issuance, sale, distribution or granting of such
Options, then, for the purposes of paragraph (b) above, the total maximum number
of shares of Common Stock issuable upon the exercise of all such Options or upon
the  conversion  or  exchange  of the total  maximum  amount of the  Convertible
Securities  issuable  upon the exercise of all such  Options  shall be deemed to
have been issued as of the date of the issuance,  sale, distribution or granting
of such Options and thereafter shall be deemed to be outstanding and the Company
shall be  deemed  to have  received  as  consideration  such  price  per  share,
determined  as  provided  above,  therefor.  Except  as  otherwise  provided  in
paragraphs  (j) and (k) below,  no additional  adjustment of the Exercise  Price
shall be made upon the actual  exercise of such  Options or upon  conversion  or
exchange  of the  Convertible  Securities  issuable  upon the  exercise  of such
Options.  If the  minimum  and  maximum  numbers or amounts  referred to in this
paragraph (c) or in paragraph (d) below cannot be calculated  with  certainty as
of the date of the  required  adjustment,  such  numbers  and  amounts  shall be
determined  in good faith by the Board of  Directors  of the  Company,  provided
however  that if the  Holder  shall  disagree  with  such  determination  or the
determination  made by the Board of Directors under paragraphs (e) or (g) below,
Holder shall have the right to bring the matter to  arbitration  under the rules
of the American  Arbitration  Association  for an expedited  arbitration and the
judgment of the arbitrator shall be final and determining and unappealable.

     (d) Issuance of Convertible Securities.  In the event the Company shall, at
any time or from time to time after the date  hereof,  issue,  sell or otherwise
distribute (including by assumption) any Convertible Securities (other than upon
the  exercise of any  Option),  whether or not the rights to convert or exchange
such Convertible Securities are immediately exercisable, and the price per share
at which  Common  Stock is  issuable  upon the  conversion  or  exchange of such
Convertible Securities (determined by dividing (i) the aggregate amount, if any,
received or receivable by the Company as consideration for the issuance, sale or
distribution of such Convertible  Securities,  plus the minimum aggregate amount
of additional consideration,  if any, payable to the Company upon the conversion
or exchange of all such Convertible Securities, by (ii) the total maximum number
of shares of Common Stock  issuable upon the  conversion or exchange of all such
Convertible  Securities) shall be less than the greater of the Exercise Price or
the Market Dilution Price in effect immediately prior to such issuance,  sale or
distribution, then, for the purposes of paragraph (b) above, the total number of
shares of Common  Stock  issuable  upon the  conversion  or exchange of all such
Convertible Securities shall be deemed to have been issued as of the date of the
issuance,  sale or  distribution of such  Convertible  Securities and thereafter
shall be  deemed  to be  outstanding  and the  Company  shall be  deemed to have
received as  consideration  such price per share,  determined as provided above,
therefor.  Except as  otherwise  provided in  paragraphs  (j) and (k) below,  no
additional  adjustment  of the  Exercise  Price  shall be made  upon the  actual
conversion or exchange of such Convertible Securities.

     (e) Dividends and  Distributions.  In the event the Company  shall,  at any
time or from time to time after the date hereof, distribute to holders of Common
Stock any dividend or other distribution of cash, evidences of its indebtedness,


                                       5
<PAGE>

other  securities  or other  properties  or assets  (in each case other than (i)
dividends payable in Common Stock,  Options or Convertible  Securities where the
dilutionary  effect of such dividends is computed in accordance  with paragraphs
(b) and (c) and (d) above and (ii) any cash dividend  declared and paid pursuant
to a regular dividend policy of the Company), or any options,  warrants or other
rights to subscribe for or purchase any of the foregoing,  then (A) the Exercise
Price shall be decreased to a price determined by multiplying the Exercise Price
then in effect by a fraction, the numerator of which shall be the Exercise Price
in effect on the record date for such  distribution less the sum of (X) the cash
portion,  if any, of such  distribution  per share of Common  Stock  outstanding
(exclusive  of any  treasury  shares)  plus (Y) the then fair  market  value (as
determined  in good faith by the Board of Directors of the Company) per share of
Common Stock issued and outstanding on the record date for such  distribution of
that  portion,  if  any,  of  such  distribution   consisting  of  evidences  of
indebtedness,  other  securities,   properties,  assets,  options,  warrants  or
subscription  or  purchase  rights,  and the  denominator  of which shall be the
Exercise  Price  then in effect  and (B) the  number  of shares of Common  Stock
purchasable  upon the  exercise  of a  Warrant  shall be  increased  to a number
determined by  multiplying  the number of shares of Common Stock so  purchasable
immediately  prior to the record date for such  distribution by a fraction,  the
numerator of which shall be the Exercise  Price in effect  immediately  prior to
the  adjustment  required by clause (A) of this sentence and the  denominator of
which shall be the Exercise Price in effect  immediately  after such adjustment.
The  adjustments  required by this paragraph (e) shall be made whenever any such
distribution  is made  and  shall  be  retroactive  to the  record  date for the
determination of stockholders entitled to receive such distribution.

     (f) Certain Distributions.  If the Company shall pay a dividend or make any
other  distribution  payable in Options or  Convertible  Securities,  then,  for
purposes  of  paragraph  (b) above  (including  dividends  or  distributions  by
operation of paragraph  (c) or (d) above,  as the case may be),  such Options or
Convertible  Securities  shall be  deemed to have  been  issued or sold  without
consideration except for such amounts of consideration as shall have been deemed
to have been received by the Company  pursuant to  paragraphs  (c) or (d) above,
as, appropriate.

     (g) Consideration  Received.  If any shares of Common Stock shall be issued
and sold in an underwritten  public offering or agented private  placement,  the
consideration  received by the Company for such shares of Common  Stock shall be
deemed to include the  underwriting  discounts and  commissions  realized by the
underwriters or selling agents of such offering.  If any shares of Common Stock,
Options or Convertible  Securities  shall be issued,  sold or distributed  for a
consideration  other than cash, the amount of the consideration  other than cash
received by the Company in respect  thereof  shall be deemed to be the then fair
market value of such  consideration  as determined in good faith by the Board of
Directors of the Company.  If any Options shall be issued in connection with the
issuance and sale of other  securities of the Company,  together  comprising one
integral  transaction  in which no specific  consideration  is allocated to such
Options  by the  parties  thereto,  such  Options  shall be  deemed to have been
issued,  sold or  distributed  for  such  amount  of  consideration  as shall be
allocated  to such  Options  in good  faith  by the  Board of  Directors  of the
Company.

     (h) Deferral of Certain  Adjustments.  No adjustments to the Exercise Price
(including  the  related  adjustment  to the  number of  shares of Common  Stock
purchasable  upon the  exercise of the  Warrants)  shall be  required  hereunder
unless  such  adjustment  together  with other  adjustments  carried  forward as
provided below,  would result in an increase or decrease of at least one percent


                                       6
<PAGE>

of the Exercise  Price;  provided,  however,  that any  adjustment  which is not
required to be made by reason of this paragraph (i) shall be carried forward and
taken into account in any subsequent adjustment.

     (i) Changes in Options and  Convertible  Securities.  If the exercise price
provided for in any Options  referred to in paragraph (c) above,  the additional
consideration,   if  any,  payable  upon  the  conversion  or  exchange  of  any
Convertible Securities referred to in paragraph (c) or (d) above, or the rate at
which any Convertible  Securities  referred to in paragraph (c) or (d) above are
convertible  into or  exchangeable  for Common  Stock  shall  change at any time
(other  than  under or by reason  of  provisions  designed  to  protect  against
dilution  upon an event which results in a related  adjustment  pursuant to this
Section 4), then the  Exercise  Price then in effect and the number of shares of
Common Stock  purchasable  upon the exercise of the Warrants shall  forthwith be
readjusted  (effective  only with respect to any exercise of the Warrants  after
such readjustment) to the Exercise Price and number of shares of Common Stock so
purchasable  that  would  then be in  effect  had the  adjustment  made upon the
issuance,  sale,  distribution  or  granting  of  such  Options  or  Convertible
Securities  been  made  based  upon  such  changed  purchase  price,  additional
consideration  or conversion  rate, as the case may be, but only with respect to
such Options and Convertible Securities as then remain outstanding.

     (j) Expiration of Options and Convertible Securities. If, at any time after
any  adjustment  to the number of shares of Common  Stock  purchasable  upon the
exercise of the Warrants  shall have been made pursuant to paragraph (c), (d) or
(i) above or this  paragraph (j), any Options or  Convertible  Securities  shall
have  expired  unexercised  or,  solely with  respect to Options that are rights
("Rights"),  are redeemed,  the number of such shares so purchasable shall, upon
such expiration or such  redemption,  be readjusted and shall thereafter be such
as they would have been had they been  originally  adjusted (or had the original
adjustment not been  required,  as the case may be) as if (i) the only shares of
Common  Stock  deemed to have been issued,  in  connection  with such Options or
Convertible  Securities were the shares of Common Stock, if any, actually issued
or sold upon the exercise of such  Options or  Convertible  Securities  and (ii)
such shares of Common Stock,  if any, were issued or sold for the  consideration
actually  received  by  the  Company  upon  such  exercise  plus  the  aggregate
Consideration,  if any, actually received by the Company for the issuance, sale,
distribution or granting of all such Options or Convertible Securities,  whether
or not exercised;  provided,  however,  that (x) no such readjustment shall have
the  effect of  decreasing  the  number of  shares so  purchasable  by an amount
(calculated by adjusting such decrease to account for all other adjustments made
pursuant  to this  Section  4  following  the  date of the  original  adjustment
referred to above) in excess of the amount of the  adjustment  initially made in
respect of the  issuance,  sale,  distribution  or granting  of such  Options or
Convertible  Securities  and (y) in the case of the  redemption  of any  Rights,
there shall be deemed (for the  purposes  of  paragraph  (c) above) to have been
issued as of the date of such redemption for no consideration a number of shares
of  Common  Stock  equal to the  aggregate  consideration  paid to  effect  such
redemption  divided by the Current  Market Price of the Common Stock on the date
of such redemption.

     (k) Reorganization of Company.  Except for a Cash Merger (as defined in the
next  paragraph),  if the  Company  consolidates  or  merges  with or  into,  or
transfers  or leases all or  substantially  all its assets to, any person,  upon
consummation  of  such  transaction  the  Warrants  shall  automatically  become
exercisable  for the kind and amount of  securities,  cash or other assets which
Holder would have owned immediately after the consolidation, merger, transfer or
lease if Holder had exercised the Warrant  immediately before the effective date
of the transaction.  Concurrently with the consummation of such transaction, the

                                       7
<PAGE>

corporation  formed by or surviving  any such  consolidation  or merger if other
than the Company, or the person to which such sale or conveyance shall have been
made, shall enter into a supplemental Warrant Agreement with Holder so providing
and further providing for adjustments which shall be as nearly equivalent as may
be practical to the adjustments provided for in this paragraph. If the issuer of
securities  deliverable upon exercise of Warrants under the supplemental Warrant
Agreement  is an  affiliate  of the  formed,  surviving,  transferee  or  lessee
corporation,  that issuer shall join in the supplemental  Warrant Agreement.  In
the event that the Company  consolidates or merges with or into, or transfers or
leases all or substantially all of its assets to, any person in a transaction in
which more than 90% of the aggregate value of the  consideration  to be received
by the Company's  common  stockholders  consists of cash or cash  equivalents (a
"Cash Merger"), Holder shall be entitled to (i) exercise the Warrants, effective
immediately  prior to the effective date of such Cash Merger as set forth in the
preceding  paragraph  or (ii)  receive a cash  payment  equal to the amount that
Holder would receive if Holder had exercised the Warrants  immediately  prior to
the Cash Merger less the aggregate Exercise Price.

     (l) Other  Adjustments.  If at any time  Holder  shall  become  entitled to
receive  any  securities  of the Company  other than  shares of Common  Stock as
constituted  on the date of  issuance of the  Warrants,  then the number of such
other  securities so  receivable  upon exercise of the Warrants and the Exercise
Price  applicable to such exercise  shall be adjusted at such time, and shall be
subject to further  adjustment from time to time thereafter,  in a manner and on
terms as nearly  equivalent as practicable to the provisions with respect to the
shares of Common Stock  contained in this  Section 4. No  adjustment  under this
Section 4 shall reduce the Exercise Price below $0.01.

     (m)  Voluntary  Adjustment.  The  Company  from time to time may reduce the
Exercise  Price for the  Warrants  by any  amount  for any period of time if the
period  is at least 20 days  and if the  reduction  is  irrevocable  during  the
period.  Whenever  the Exercise  Price for the Warrants is reduced,  the Company
shall cause to be mailed to Holder a notice of the reduction.  Such notice shall
be mailed at least 15 days  before the date the  reduced  Exercise  Price  takes
effect. The notice shall state the reduced Exercise Price and the period it will
be in effect.

     (n) Notice of Certain  Actions and  Adjustments.  In case the Company shall
propose (i) to pay any dividend  payable in stock of any class to the holders of
its Common Stock or to make any other  distribution to the holders of its Common
Stock (other than a regular cash  dividend),  or (ii) to offer to the holders of
its Common Stock rights to subscribe for or to purchase any additional shares of
Common Stock or shares of stock of any class or any other securities,  rights or
options, or (iii) to effect any reclassification of its Common Stock (other than
a  reclassification   involving  only  the  subdivision,   or  combination,   of
outstanding   shares  of  Common   Stock),   or  (iv)  to  effect  any   capital
reorganization,  or (v) to effect  any  consolidation,  merger or sale,  organic
change,  transfer  or  other  disposition  of  all or  substantially  all of its
property, assets or business, or (vi) to effect the liquidation,  dissolution or
winding up of the Company,  then in each such case, the Company shall deliver to
Holder a notice of such proposed action, which shall specify the date on which a
record is to be taken for the purposes of such stock  dividend,  distribution or
rights,   or  the  date  on   which   such   reclassification,   reorganization,
consolidation, merger, sale, organic change, transfer, disposition, liquidation,
dissolution,  or  winding  up is to take  place  and the  date of  participation


                                       8
<PAGE>

therein by the  holders of Common  Stock,  if any such date is to be fixed,  and
shall  also set forth such facts  with  respect  thereto as shall be  reasonably
necessary  to  indicate  the effect of such  action on the Common  Stock and the
number  and kind of any  other  shares  of stock  which  will be  issuable  upon
exercise of a Warrant,  and the Exercise Price  thereof,  after giving effect to
any  adjustment  which will be required as a result of such action.  Such notice
shall be so  delivered  in the case of any action  covered by clause (i) or (ii)
above at least 10 days prior to the record date for  determining  holders of the
Common  Stock for  purposes  of such  action,  and in the case of any other such
action, at least 20 days prior to the date of the taking of such proposed action
or the date of participation  therein by the holders of Common Stock,  whichever
shall be the earlier.

     Upon any  adjustment  of the  Exercise  Price  pursuant  to  Section 4, the
Company  shall  promptly  thereafter  cause to be given to Holder at its address
appearing  on the  Warrant  register  written  notice  of  such  adjustments  by
first-class mail,  postage prepaid, a certificate of the chief financial officer
of the  Company  setting  forth the  Exercise  Price after such  adjustment  and
setting forth in reasonable  detail the method of calculation and the facts upon
which  such  calculations  are based and  setting  forth the number of shares of
Warrant Common Stock (or portion thereof)  issuable after such adjustment in the
Exercise Price,  upon exercise of a Warrant and payment of the adjusted Exercise
Price, which certificate shall be conclusive  evidence of the correctness of the
matters set forth therein.

     In addition,  no adjustment  need be made for a transaction  referred to in
paragraphs  (a),  (b),  (c),  (d),  or (e) of this  Section  4 if  Holder  is to
participate  in the  transaction  on a basis and with  notice  which is fair and
appropriate  in light of the basis and notice on which  holders of Common  Stock
participate in the transaction.

     To the extent the Warrants become convertible into cash, no adjustment need
be made thereafter as to the cash.

     SECTION 5. CURRENT MARKET PRICE; MARKET DILUTION PRICE. The "Current Market
Price" per share of Common  Stock at any date shall be the  average of the daily
closing  prices  for the 10  consecutive  trading  days  ending on the last full
trading  day on the  exchange  or  market  specified  in the  second  succeeding
sentence,  prior to the time and date as of which the Current Market Price is to
be computed. The closing price for any day shall be the last reported sale price
regular way or, if no such reported sale takes place on such day, the average of
the closing bid and asked  prices  regular way for such day, in each case (1) on
the principal national  securities  exchange on which the shares of Common Stock
are listed or to which such shares are  admitted to trading or (2) if the Common
Stock is not listed or admitted to trading on a national securities exchange, in
the  over-the-counter   market  as  reported  by  the  National  Association  of
Securities Dealers, Inc. Automated Quotation System ("Nasdaq") or any comparable
system or (3) if the  Common  Stock is not  listed  on  Nasdaq  or a  comparable
system,  as furnished by two members of the National  Association  of Securities
Dealers,  Inc. ("NASD") selected from time to time in good faith by the Board of
Directors  of  the  Company  for  that  purpose.  In the  absence  of all of the
foregoing,  or if for any other reason the Current Market Price per share cannot
be  determined  pursuant  to the  foregoing  provisions  of this  Section 5, the
Current  Market  Price per  share  shall be the fair  market  value  thereof  as
determined  in good faith by the Board of Directors of the Company.  The "Market
Dilution  Price"  per share of  Common  Stock at any date  shall be the  Current
Market  Price on such date;  provided  that on any date that the Current  Market
Price shall be equal to or in excess of $9.00,  the Market  Dilution Price shall
be the then applicable Exercise Price.


                                       9
<PAGE>

     SECTION 6. SIGNATURE; TRANSFER AGENT.

     (a) Warrant  Certificates shall be executed on behalf of the Company by the
Chairman of the Board,  the Chief Executive  Officer,  the President or any Vice
President,  by facsimile signature,  and have affixed thereto a facsimile of the
Company's  seal  which  shall  be  attested  by the  Secretary  or an  Assistant
Secretary of the Company by facsimile  signature.  In the event that any officer
of the Company who shall have signed any of the Warrant Certificates shall cease
to be such officer of the Company  before  issuance and delivery by the Company,
such Warrant  Certificates,  nevertheless,  may be issued and delivered with the
same force and effect as though the person who signed such Warrant  Certificates
had not ceased to be such officer of the Company;  and any Warrant  Certificates
may be signed on behalf of the  Company by any person who, at the actual date of
the  execution of such Warrant  Certificates,  shall be a proper  officer of the
Company to sign such Warrant Certificates, although at the date of the execution
of this Warrant Agreement any such person was not such an officer.

     (b) The Company will keep or cause to be kept, at its  principal  executive
office or at the office of the  transfer  agent of its Common  Stock,  books for
registration and transfer of the Warrant  Certificates  issued  hereunder.  Such
books  shall  show the names and  addresses  of the  respective  holders  of the
Warrant  Certificates,  the number of Warrants  evidenced on its face by each of
the Warrant Certificates and the date of each of the Warrant Certificates.

     (c) Prior to due  presentment  for  registration of transfer of the Warrant
Certificates,  the Company may deem and treat the  registered  holder thereof as
the absolute owner of the Warrant Certificates  (notwithstanding any notation of
ownership  or other  writing  thereon made by anyone other than the Company) for
the  purpose  of any  exercise  thereof  and of any  distribution  to the holder
thereof and for all other purposes.

     SECTION 7.  TRANSFER  AND  EXCHANGE.  The Company (or its  transfer  agent)
shall,  from time to time,  register  the  transfer of any  outstanding  Warrant
Certificate  upon the books to be  maintained  by the Company for that  purpose,
upon  surrender  thereof  for  transfer  properly  endorsed  or  accompanied  by
appropriate  instruments of transfer and written instructions for transfer, duly
signed by the  registered  holder or holders  thereof  or by the duly  appointed
legal representative thereof or by a duly authorized attorney, such signature to
be  guaranteed  by a commercial  bank or trust  company  having an office in the
United  States,  by a  broker  or  dealer  that  is a  member  of  the  National
Association of Securities Dealers, Inc., or by a member of a national securities
exchange.  Upon any such  registration  of transfer,  a new Warrant  Certificate
shall be issued to the transferee and the surrendered  Warrant Certificate shall
be  canceled  by the Company  (or its  transfer  agent).  After the date of this
Agreement and subject to compliance with applicable securities laws, any Warrant
Certificate may be exchanged at the option of the holder thereof, upon surrender
at the  principal  executive  office  of the  Company,  for or  another  Warrant
Certificate,   or  other  Warrant   Certificates  of  different   denominations,
representing  in the  aggregate the right to purchase a like number of shares of
Common Stock, and the surrendered  Warrant  Certificate shall be canceled by the
Company.  No  fractional  Warrant  Certificates  will be issued.  In the event a
holder of warrants is entitled to a fractional  warrant such fractional  warrant
shall be rounded up to the nearest whole  warrant.  The Company may require from
the  transferor  payment of a sum  sufficient  to cover any tax or  governmental


                                       10
<PAGE>

charge  that may be imposed in  connection  with any  transfer  or  exchange  of
Warrant  Certificates.  No service  charge shall be required of a transferor  or
transferee in connection with any transfer or exchange of a Warrant.

     SECTION 8. EXERCISE OF WARRANTS AND STOCK CERTIFICATES

     (a) Subject to the provisions of this Agreement,  each registered holder of
a Warrant  Certificate shall have the right,  which may be exercised as provided
in such Warrant Certificate, to purchase from the Company (and the Company shall
issue and sell to such  registered  holder)  all or part of the  number of fully
paid and nonassessable  shares of Warrant Common Stock specified in such Warrant
Certificate  (subject  to  the  adjustments  as  herein  provided),  upon a Cash
Exercise or Cashless Exercise.  Upon surrender of such Warrant  Certificate,  it
shall be canceled by the Company.  The date of exercise of any Warrant  shall be
deemed to be the date of its receipt by the Company duly and properly  filled in
and signed and accompanied by proper funds as hereinafter provided. In the event
of a Cash  Exercise,  payment  of the  Exercise  Price may be made in cash or by
certified  or official  bank  check.  No  adjustment  shall be made for any cash
dividends  declared or paid on shares of Common Stock prior to the exercise of a
Warrant.  Upon such Cash Exercise or Cashless Exercise,  the Company shall issue
and cause to be delivered  with all  reasonable  dispatch to or upon the written
order of the registered  holder of such  Warrants,  and in such name or names as
such  registered  holder may designate,  a certificate or  certificates  for the
number of full shares of Warrant  Common Stock so purchased upon the exercise of
such  Warrants  together with cash in respect of any fraction of a share of such
stock issuable upon such surrender, as provided in Section 9 of this Agreement.

     (b) Each  certificate  evidencing  shares of Common  Stock  issued upon the
exercise  of  Warrants  shall  have  such  letters,  numbers  or other  marks of
identification or designation or such legends (including  restrictive  legends),
summaries  or  endorsements  printed,  lithographed  or engraved  thereon as the
Company  may deem  appropriate  or as may be  required to comply with any law or
with any rule or regulation made pursuant thereto or with any rule or regulation
of any stock exchange on which the Common Stock may from time to time be listed,
or to conform to usage.

     (c) Each person in whose name any certificate for shares of Common Stock is
issued upon the  exercise of Warrants  shall for all  purposes be deemed to have
become  holder of record of the Common  Stock  represented  thereby on, and such
certificate  shall be  dated,  the  date  upon  which  the  Warrant  Certificate
evidencing such Warrants was duly  surrendered and payment of the Exercise Price
(in the case of a Cash  Election)  and any  applicable  taxes  and  governmental
charges was made;  provided,  however,  that if the date of such  surrender  and
payment is a date upon which the Common Stock  transfer books of the Company are
closed,  such person  shall be deemed to have  become the record  holder of such
shares on, and such certificate shall be dated, the next succeeding day on which
the Common Stock transfer books of the Company are open.

     SECTION 9.  ELIMINATION OF FRACTIONS.  The Company shall not be required to
issue fractional shares of Common Stock upon any exercise of Warrants. As to any
final  fraction  of a share  which  the same  registered  holder  of one or more
Warrant  Certificates,  the  rights  under  which  are  exercised  in  the  same
transaction or series of related  transactions,  would  otherwise be entitled to
purchase upon such exercise,  the Company shall pay a cash adjustment in respect
of such final  fraction in an amount  equal to the same  fraction of the Current
Market Price on the business day which next precedes the day of exercise.

                                       11
<PAGE>
     SECTION 10. ISSUE TAXES.  The Company will pay all documentary  stamp taxes
attributable to the initial  issuance of shares of Warrant Common Stock upon the
exercise  of any  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 or  delivery  of any  certificates  for shares of Warrant
Common Stock in a name other than that of the  registered  holder of the Warrant
Certificate  representing  the  Warrant  in  respect  of which  such  shares are
initially issued.

     SECTION 11.  RESERVATION OF SHARES. The Company shall, from the date hereof
through the date on which all Warrants  shall have been  exercised or shall have
expired,  reserve and keep available out of its  authorized but unissued  stock,
for the purpose of effecting  the issuance of stock upon  exercise or conversion
of Warrants,  such number of shares of its duly authorized Common Stock as shall
from time to time be  sufficient  to effect  the  issuance  of shares of Warrant
Common Stock upon exercise of all Warrants at the time outstanding.  The Company
covenants  that all  shares of Warrant  Common  Stock  which may be issued  upon
exercise of the Warrants 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.

     SECTION 12.  SUPPLEMENTS AND AMENDMENTS.  The Company may from time to time
make  supplements or amendments to this Agreement with the prior written consent
of Holders of not less than a majority of the  Warrants  or, if a change is made
with  respect  to a series of  Warrants  only,  the  holders  of not less than a
majority of such series of Warrants.


     SECTION  13.  MUTILATED  OR MISSING  WARRANT  CERTIFICATES.  If any Warrant
Certificate  shall be mutilated,  lost,  stolen or destroyed,  the Company shall
deliver a new Warrant Certificate of like tenor and denomination in exchange and
substitution  therefor upon surrender and cancellation of the mutilated  Warrant
Certificate or, in the case of a lost, stolen or destroyed Warrant  Certificate,
upon  receipt of  evidence  satisfactory  to the  Company of the loss,  theft or
destruction  of such Warrant  Certificate  and, in either case,  upon receipt of
such indemnity as the Company may require.  Applicants  for  substitute  Warrant
Certificates  shall also comply with such other  reasonable  regulations and pay
such other reasonable charges as the Company may prescribe. Any such new Warrant
Certificate shall constitute an original contractual  obligation of the Company,
whether or not the  allegedly  lost,  stolen,  mutilated  or  destroyed  Warrant
Certificate shall be at any time enforceable by anyone.

     SECTION 14. IDENTITY OF TRANSFER  AGENT.  Forthwith upon the appointment of
any subsequent  transfer agent for shares of the Common Stock,  the Company will
provide  to  Holder a  statement  setting  forth  the name and  address  of such
transfer agent.

     SECTION  15.  NOTICES.  Any and all  notices  or  other  communications  or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and  shall  be  deemed  given  and  effective  on the  earlier  (i) the  date of
transmission, if such notice or such communication is delivered via facsimile at
the facsimile  telephone number specified for notice prior to 5:00 p.m., Pacific
Time, on a business  day, (ii) the business day after the date of  transmission,
if such notice or  communication  is delivered  via  facsimile at the  facsimile


                                       12
<PAGE>

telephone number specified for notice later than 5:00 p.m., Pacific Time, on any
date and earlier than 11:59 p.m., Pacific Time, on such date, (iii) the business
day following the date of mailing,  if sent by nationally  recognized  overnight
courier  service  or (iv)  actual  receipt  by the party to whom such  notice or
communication is required to be given.  The addresses and facsimile  numbers for
all such notices, communication and/or deliveries shall be as follows:

if to the Company,

         GenesisIntermedia,  Inc.
         5805 Sepulveda  Blvd., 8th Floor
         Van Nuys, CA 91411
         Attn:  Ramy El-Batrawi
         Fax: (818) 902-4301

with a copy to:

         Nida & Maloney, LLP
         800 Anacapa  Street
         Santa Barbara,  CA 93101
         Attn:  Theodore R. Maloney
         Fax: (805)  568-1955

if to the Holder,

         Riverdale  LLC
         c/o Icahn  Associates
         767 5th Avenue, 47th Floor
         New York, New York 10153
         Attn: Marc Weitzen,  Esq.
         Fax: (212) 750-5807

or to such other  addresses or facsimile  numbers as any party may most recently
have  designated  in writing to the other  parties  hereto by such  notice.  The
Company shall promptly mail by first class mail, postage prepaid,  to Holder any
and all notices or other  communications or deliveries  required or permitted to
be provided hereunder to Holder.

     SECTION 16. SUCCESSORS.  All the covenants and provisions of this Agreement
by or for the  benefit of the  Company  shall  bind and inure to the  benefit of
their respective successors and assigns hereunder.


     SECTION 17. GOVERNING LAW. This Agreement and each Warrant issued hereunder
shall be deemed to be a contract  made  under the laws of the State of  Delaware
and for all purposes shall be construed in accordance with the laws of the State
of Delaware without regard to the conflicts of laws principles thereof.

     SECTION 18. BENEFITS OF THIS AGREEMENT.  Nothing in this Agreement shall be
construed  to give to any person or  corporation  other than the Company and the
registered  holders of the Warrant  Certificates  any legal or equitable  right,
remedy or claim under this Agreement.

                                       13
<PAGE>

     SECTION 19.  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts,  and each of such counterparts shall for all purposes be deemed to
be an original,  and all such counterparts shall together constitute but one and
the same instrument.

                            [Signature page follows]

                                       14
<PAGE>


     IN WITNESS WHEREOF,  the parties hereto have caused this Warrant  Agreement
to be executed and delivered as of the day and year first above written.

                              COMPANY:

                              GENESISINTERMEDIA, INC.,
                               a Delaware corporation



                              By: ___________________________________
                                     Name:
                                     Title:



                              HOLDER:

                              RIVERDALE LLC,
                               a New York limited liability company



                               By: ___________________________________
                                      Robert J. Mitchell
                                      Manager

<PAGE>
                                                                     EXHIBIT A

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.

                   FORM OF SERIES I[A/B/C] WARRANT CERTIFICATE

   EXERCISABLE ONLY ON OR AFTER JULY 2, 2001 AND BEFORE 5:00 P.M. JULY 1, 2005
                      (as provided in the Warrant Agreement
                               referred to below)

                                 WARRANT NUMBER
                                I[A/B/C] _______


                             GENESISINTERMEDIA, INC.

             This Series I[A/B/C] Warrant Certificate Certifies that

                                  Riverdale LLC

    or registered assigns is the registered holder of ______________________

Series I[A/B/C]  Warrants (the  "Warrants")  expiring on the Expiration Date (as
defined in Section 3(b) of the Warrant  Agreement  and  described on the reverse
hereof) to purchase shares of the common stock (the "Common  Stock"),  par value
$.001 per  share,  of  GenesisIntermedia,  Inc.,  a  Delaware  corporation  (the
"Company").  Capitalized terms not otherwise defined herein shall have the terms
prescribed in the Warrant  Agreement.  The Warrant may be exercised by either of
the following methods:

     (i) Cash  Exercise.  If Holder  desires to exercise  this Warrant for cash,
Holder must elect and sign the "Cash  Exercise"  election on the reverse side of
the Warrant  Certificate and deliver to the Company (a) this certificate and (b)
cash or a certified or official  bank check payable to the Company in the amount
of the Exercise Price.

     (ii) Cashless  Exercise.  If Holder desires to exercise the Warrant without
delivering cash, Holder must elect and sign the "Cashless  Exercise" election on
the  reverse  side of the  Warrant  Certificate  and  deliver to the Company the
Warrant Certificate or Certificates representing the Warrants to be exercised (a
"Cashless Exercise").  Upon a Cashless Exercise,  Holder is entitled to a number
<PAGE>
of shares of Warrant Common Stock equal in amount (based upon the Current Market
Price of Common  Stock) to (a) the amount by which the Current  Market Price for
the number of shares of Common Stock to which such holder would be entitled in a
Cash Exercise exceeds the Exercise Price for such shares of Common Stock divided
by (b) the Current Market Price per share of Common Stock. No fractional  shares
shall be issued on exercise of the Warrant and that the number of kind of shares
(or in certain events other property)  purchasable upon exercise of the Warrants
and the Exercise  Price  referred to on the reverse hereof may as of the date of
this Warrant  Certificate  have been,  or may after such date be,  adjusted as a
result of the  occurrence  of  certain  events,  as more fully  provided  in the
Warrant  Agreement.  No Warrant may be exercised after 5:00 p.m. Pacific Time on
the Expiration Date.

Reference is hereby made to the further  provisions of this Warrant  Certificate
set  forth on the  reverse  hereof  and such  further  provisions  shall for all
purposes have the same effect as though fully set forth at this place.

     IN WITNESS WHEREOF, GENESISINTERMEDIA, INC. has caused facsimile signatures
of its duly  authorized  officer to be printed  hereon and the  facsimile of its
corporate seal to be affixed hereunto.

Dated:

GENESISINTERMEDIA, INC.



By: ______________________
Its:

<PAGE>


[Reverse]

                             GENESISINTERMEDIA, INC.

     The  Warrants  evidenced  by this  Warrant  Certificate  are part of a duly
authorized  issue and series of Warrants issued pursuant to a Warrant  Agreement
dated as of July 2, 2001 (the "Warrant Agreement"),  duly executed and delivered
by the Company to Holder,  which  Warrant  Agreement is hereby  incorporated  by
reference in and made a part of this  instrument  and the Company and the Holder
(the words  "Holders" or "Holder"  meaning the registered  holders or registered
holder) of the Warrants and a copy of which Warrant  Agreement will be available
at the office of the  Secretary  of the  Company  for  inspection  by holders of
Warrants during normal business hours.

     The Warrants evidenced by this Warrant  Certificate may be exercised at any
time on or before  the  Expiration  Date  through a Cash  Exercise  or  Cashless
Exercise as described on the other side of this  Certificate.  In the event that
upon any exercise of Warrants  evidenced hereby the number of Warrants exercised
shall be less than the total number of Warrants evidenced hereby, there shall be
issued to Holder hereof or his assignee a new Warrant Certificate evidencing the
number of Warrants not exercised.

     The Warrant  Agreement  provides that upon the occurrence of certain events
the Exercise  Price may,  subject to certain  conditions,  be adjusted and under
certain circumstances the Warrant may become exercisable for securities or other
assets  other than the shares  referred to on the face  hereof.  If the Exercise
Price is  adjusted,  the Warrant  Agreement  provides  that the number of Common
Shares  purchasable  upon the  exercise  of each  Warrant  shall be  adjusted in
certain circumstances.

     This  Warrant  Certificate  is  transferable,  in whole or in part,  on the
register  maintained by the Company,  upon surrender of this Warrant Certificate
at the office of the Company, or at another office or agency to be maintained by
the Company,  together with a written assignment of the Warrant Certificate,  on
the Form of  Assignment  set forth hereon or in other form  satisfactory  to the
Company, duly executed by Holder or his duly appointed legal representative, and
together with funds to pay any applicable taxes or governmental  charges payable
in connection with such transfer. Upon such surrender and payment, a new Warrant
Certificate  shall be issued and  delivered,  in the name of the assignee and in
the denomination or denominations specified in such instrument of assignment. If
less than all of this Warrant  Certificate is being  transferred,  a new Warrant
Certificate  or  Certificates  shall be issued of the  portion  of this  Warrant
Certificate not being transferred.

     This  Warrant  Certificate  may be divided or combined  with other  Warrant
Certificates upon surrender hereof to the Company or at another office or agency
to be maintained by the Company,  together with a written notice  specifying the
names and  denominations in which new Warrant  Certifications  are to be issued,
signed by the Holder  hereof or his duly  appointed  legal  representative,  and
together  with the funds to pay any  applicable  taxes or  governmental  charges
payable in connection with such transfer. Upon such surrender and payment, a new
Warrant  Certificate or Certificates shall be issued and delivered in accordance
with such notice.

     The Company  shall make no service or other charge in  connection  with any
such transfer or exchange of this Warrant Certificate, except for any applicable
taxes or governmental charges payable in connection therewith.
<PAGE>
     The Company may deem and treat the Holder  hereof as the absolute  owner of
this  Warrant  Certificate  (notwithstanding  any notation of ownership or other
writing  hereon made by anyone),  for the purpose of any exercise or  conversion
hereof, any distribution to Holder hereof,  and for all other purposes,  and the
Company shall not be affected by any notice to the contrary.

                              ELECTION TO EXERCISE
                     To be executed upon exercise of Warrant

         The undersigned hereby irrevocably elects to exercise the right,
represented by this Warrant Certificate:

     ____ (a) Cash Exercise: 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.

     ____ (a) Cashless  Exercise:  to receive ______ Shares of common stock, par
value $.001 per share, 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>





                                   ASSIGNMENT

               To be executed to transfer the Warrant Certificate

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfer unto
____________________________

Whose address is ____________________________________________________________

this ___ Warrant ___ Certificate, ___ together ___ with all right, ___ title and
___ interest ___ therein, ___ and does ___ hereby ___ irrevocably ___ constitute
___ and ___ appoint  _________________________________________________  attorney
to transfer  the within  Warrant  Certificate  on the books of the  within-named
Corporation, with full power of substitution.


Dated:_________________________             (Signature_____________________
                                             must  conform  in all  respects  to
                                             name of  holder  as  specified  on
                                             the  face of the  Warrant
                                             Certificate).


----------------------------------------------------
(Insert Social Security or Taxpayer Identification Number of Holder)