THE  SECURITIES  OFFERED  HEREBY  HAVE  NOT  BEEN  REGISTERED  PURSUANT  TO  THE
SECURITIES  ACT OF 1933,  AS  AMENDED,  OR ANY STATE  SECURITIES  LAW,  AND SUCH
SECURITIES MAY NOT BE SOLD,  TRANSFERRED OR OTHERWISE  DISPOSED OF IN THE UNITED
STATES  OR TO U.S.  PERSONS  (OTHER  THAN  DISTRIBUTORS)  UNLESS  THE  SAME  ARE
REGISTERED  AND  QUALIFIED  IN  ACCORDANCE  WITH  THE  SECURITIES  ACT  AND  ANY
APPLICABLE  STATE  SECURITIES  LAWS, OR AN EXEMPTION FROM SUCH  REGISTRATION AND
QUALIFICATION IS AVAILABLE HEDGING TRANSACTIONS INVOLVING THE SECURITIES OFFERED
HEREBY MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.


                          SECURITIES PURCHASE AGREEMENT

     This SECURITIES PURCHASE AGREEMENT (this "Agreement") is entered into as of
the 23rd day of January, 1999 between _________________,  a ____________ company
("Purchaser"),  and  GenesisIntermedia.com,  Inc., a Delaware  corporation  (the
"Company").

     WHEREAS  the  Company  is in the  business  of  conducting  business  as an
integrated  marketing and business  solutions  provider  utilizing  conventional
media and  interactive  multimedia  technologies  as described in the  Company's
Registration  Statement on Form SB-2 on file with the United  States  Securities
and Exchange  Commission (File No.  333-66281) (as amended through Amendment No.
3, the "Registration Statement"); and

     WHEREAS the Company  desires to sell  certain of its shares of common stock
to Purchaser pursuant to the exemption from registration under the United States
Securities Act of 1933, as amended (the "Securities Act") provided by Regulation
S promulgated thereunder  ("Regulation S") and Purchaser desires to acquire such
shares,  on the terms and  conditions  set forth herein and in  compliance  with
Regulation S.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants  and  agreements   contained  herein,  and  other  good  and  valuable
consideration,  the receipt of sufficiency of which are hereby acknowledged, and
intending  to be legally  bound  hereby,  the  parties  hereto  hereby  agree as
follows:

     Section 1 ISSUANCE OF SHARES.

     Section 1.1 Purchase and Sale of Shares; The Closing.  In reliance upon the
representations  of the Company  contained  in Section 1.3 hereof and subject to
the terms and  conditions  set  forth  herein,  the  Company  shall  sell to the
Purchaser and the Purchaser  shall purchase from the Company  ________ shares of
common  stock of the  Company  (the  "Shares")  in  consideration  of payment by
Purchaser to the Company of  _________________  (US$___________)  (the "Purchase
Price").  The closing  (the  "Closing")  of the  purchase and sale of the Shares
shall be held at 10:00 a.m., Los Angeles time on __________,  1999 (the "Closing
Date"), at the principal  executive offices of the Company or at such other time
or place as the parties hereto may mutually agree.

     On the Closing Date,  Purchaser  will deliver to the Company (or to persons
at the direction of the Company)  immediately  available  funds in the amount of
the Purchase  Price by wire  transfer to the account  provided on the  signature
page hereof ( or such other  account as the Company  shall specify in writing to
Purchaser).  On  the  Closing  Date,  the  Company  will  deliver  to  Purchaser
certificates representing the Shares.

     Section 1.2 Representations and Warranties of the Company.

     The Company  represents  and warrants to Purchaser  that on the date hereof
and as of the Closing Date:

     (a) The Company is a corporation  duly organized,  validly  existing and in
good standing under the laws of the State of Delaware and is duly qualified as a
foreign  corporation  in  each  jurisdiction  in  which  the  character  of  the
properties  owned  or held  under  lease  by it or the  nature  of the  business

<PAGE>
transacted  by it requires  such  qualification.  The Company has all  requisite
power to transact the business it interacts and purposes to transact, to execute
and deliver this Agreement and all other  documents and agreements  contemplated
hereby and  thereby,  and to perform  the  provisions  hereof and thereof and to
consummate the transactions contemplated hereby and thereby.

     (b) The  execution , delivery and  performance  of this  Agreement  and all
other  documents  and  agreements  contemplated  to be  executed  delivered  and
performed by the Company, and the consummation of the transactions  contemplated
hereby or thereby,  have been duly authorized and approved by the Company.  This
Agreement  and all other  documents  and  agreements  contemplated  hereby to be
executed and delivered by the company have each been duly  authorized,  executed
and delivered  by, and each is the valid and binding  obligation of the Company,
enforceable against it in accordance with its terms, except as may be limited by
applicable bankruptcy,  reorganization,  insolvency, moratorium or other similar
laws or by legal or  equitable  principles  relating to or  limiting  creditors'
rights generally.

     (c) The  authorized  capital stock of the company is  25,000,000  shares of
Common Stock,  par value $.001,  and 5,000,000  shares of Preferred  Stock,  par
value  $.001,  of  which  3,060,000  shares  of  Common  Stock  are  issued  and
outstanding. The Shares will when issued, be duly and validly issued, fully paid
and nonassessable.

     (d) The consummation of the transactions contemplated by this Agreement and
the  performance  of the terms and  provisions  of this  Agreement and any other
documents or agreements  contemplated hereby will not (i) contravene,  result in
any breach of, or constitute a default under any  indenture,  mortgage,  deed of
trust,  bank loan or credit  agreement,  corporation  charter,  by-laws or other
material agreement or instrument to which the Company is a party or by which the
company  or any of its  properties  is bound,  (ii)  conflict  with or result in
breach of any of the terms,  conditions or provisions of any order of any court,
arbitrator  or  federal,  state,  municipal  or other  governmental  department,
commission,  board,  bureau,  agency or  instrumentality,  domestic  or  foreign
(collectively, "Governmental Person") applicable to the company or (iii) violate
any  material  provision  of any  statute  or other  rule or  regulation  of any
Governmental Person applicable to the Company.

     (e) No consent,  approval or authorization  of, or registration,  filing or
declaration  with,  any person or entity is  required  for the  transfer  of the
Shares or the valid delivery of the Shares or for the performance by the company
of this  Agreement of any other  documents or  agreements  contemplated  hereby,
other than the filings, registrations or qualifications under securities laws or
that may be  required  to be made or  obtained  in  connection  with the  offers
transfer , sale or delivery of the Shares or any interest therein.

     (f) Upon issuance or transfer,  Purchaser shall acquire good and marketable
title to the Shares free and clear of all covenants,  conditions,  restrictions,
liens, pledges, charges,  encumbrances,  options and adverse claims of rights of
any kind whatsoever.

     Section 2.3 Representations, Warranties and Covenants of Purchaser.

     Purchaser  represents,  warrants  and  covenants to the Company that on the
date  hereof,  as of the  Closing  Date  and as of the date of any  transfer  of
Shares:

     (a)  Purchaser  has  all  requisite  power  to  execute  and  deliver  this
Agreement,  and all other  documents  and  agreements  contemplated  hereby  and
thereby,  and to perform the provisions hereof and thereof and to consummate the
transactions contemplated hereby and thereby.

     (b) The  execution,  delivery and  performance of this  Agreement,  and all
other  documents  and  agreements  contemplated  hereby  and  thereby,  and  the
consummation of the transactions contemplated hereby and thereby, have been duly
authorized and approved by Purchaser.  this  Agreement,  and all other documents
and agreements  contemplated  hereby and thereby have each been duly authorized,
executed  and  delivered  by, and each is the valid and binding  obligation  of,
Purchaser  enforceable against Purchaser in accordance with its terms, except as
may be limited by applicable bankruptcy, reorganization,  insolvency, moratorium
or other  similar  laws or by  legal  or  equitable  principles  relating  to or
limiting creditors' rights generally.

     (c) Purchaser is a company  organized  under the law of the British  Virgin
Islands having its principal place of business in Tortola,  B.V.I.  Purchaser is
not a U.S. Person within the meaning of Regulation S.

                                       2
<PAGE>
     (d) Purchaser is an "accredited investor" within that meaning of Regulation
D under the  Securities  Act, and is acquiring the Shares for investment for its
own account, and not with a view to distribution subject,  nevertheless,  to any
requirement  of law that the  disposition  of its property shall at all times be
within its control. Purchaser has such knowledge and experience in financial and
business  matters  that it is  capable  of  evaluating  the  merits and risks of
purchasing  the Shares.  Purchaser  is aware that if may be required to bear the
economic risk of an investment in the Shares for an indefinite period, and it is
able to bear such risk for any indefinite  period.  Purchaser  acknowledges  (a)
that  the  Shares  being  acquired  by it are not  being  registered  under  the
Securities  Act as not involving any public  offering,  (b) the issuance of such
securities is exempt from  registration  under  Regulation S us being made in an
offshore  transaction  (as defined in such  Regulation) not to a U.S. person (as
defined  in such  Regulation)  and  (c)  that  the  Company's  reliance  on such
exemption is predicted in part on the representations made to the Company by the
Purchaser in this Section 1.3.

     (e)  Purchaser  acknowledges  and  agrees  that  until  one year  after the
conclusion  of the  transactions  contemplated  hereby,  an offer or sale of the
Shares within the United States may violate the registration requirements of the
Securities  Act if such offer or sale of the Shares within the United States may
violate the  registration  requirements  of the  Securities Act if such offer or
sale is made  otherwise  than in accordance  with Rule 144A under the Securities
Act. Purchaser agrees to comply with the offering  restrictions provided in Rule
902(g) of  Regulation  S and that it will resell the Shares  only in  accordance
with Rules 903 or 904 of  Regulation  S (copies of which have been  provided  to
Purchaser),  pursuant to registration under the Securities Act or pursuant to an
available exemption from such registration.

     (f)  Purchaser  has received and reviewed a complete  copy of the Company's
Registration  Statement  on Form  SB-2 and has had an  opportunity  to make such
inquiry of management of the Company as Purchaser has desired.

     (g) Purchaser  acknowledges receipt of a confirmation of the type described
in the last sentence of Section 5.1.

     Section 2  CONDITIONS  TO  OBLIGATIONS  OF  PURCHASER.  The  obligation  of
Purchaser  to  purchase  and pay for the  Shares on the  Closing  Date  shall be
subject to the  satisfaction  on or before the  closing  date of the  conditions
hereinafter set forth.

     Section 2.1 Proceedings Satisfactory.  All proceedings taken on or prior to
the  Closing  Date  in  connection  with  the  issuance  of the  Shares  and the
consummation  of the  transactions  contemplated  hereby and all  documents  and
papers relating thereto shall be satisfactory in form and substance to Purchaser
and its counsel.

     Section 2.2 Representations True. All representations and warranties of the
Company  contained herein shall be true and correct in all respects on and as of
the  Closing  Date  with the same  effect  as though  such  representations  and
warranties  had been made on and as of the Closing Date;  the Company shall have
performed in all respects all  agreements  on its part  required to be performed
under this Agreement on or prior to the CLOSING date.

     Section 2.3 The Purchase by Purchaser  Permitted by  Applicable  Laws.  The
sale by the Company and the payment for the Shares to be  purchased by Purchaser
(i) shall not be prohibited by any  applicable law or  governmental  regulation,
release,  interpretation  or opinion,  (ii) shall not subject  Purchaser  to any
penalty under or pursuant to any applicable law or governmental regulation,  and
(iii) shall be permitted by the laws and  regulations  of the  jurisdictions  to
which Purchaser is subject.

     Section 2.4  Executives  and Delivery of  Documents.  Purchaser  shall have
received the  following,  duly executed and delivered and in form and substances
satisfactory to Purchaser and its counsel:  certificates representing the Shares
and such other documents and information as Purchaser may reasonably  request in
connection herewith.

     Section 3 COVENANTS. The Company covenants and agrees that on and after the
date hereof:

     Section 3.1  Corporate  Existence.  The Company will do or cause to be done


                                       3
<PAGE>
all things necessary to preserve and keep in full force and effect the Company's
corporate  existence in  accordance  with the rights  (charter  and  statutory),
licenses and franchises of the Company;  provided,  however,  that the foregoing
shall not restrict any merger  involving  the Company,  whether or not it is the
surviving corporation.

     Section 3.2 Taxes.  The Company shall pay prior to  delinquency  all taxes,
assessments,  and  governmental  levies  that may be imposed  upon the  Company,
except as contested in good faith and by appropriate proceedings.

     Section 3.3 Compliance  with laws. The Company shall comply in all respects
with all applicable laws, statutes and regulations of any Governmental Person, a
violation  of which  would  have a  material  adverse  effect  on the  financial
condition, operations, business, profits, prospects or properties of the Company
or the validity or  enforceability  of this Agreement or any other  documents or
agreements   contemplated   hereby  or  thereby  or  any  of  the   transactions
contemplated hereby or thereby.

     Section 3.4 Payment of Expenses. IN the event the transactions contemplated
by this Agreement are  consummated,  the Company shall promptly pay to Purchaser
all reasonable costs and out-of-pocket expenses of Purchaser,  including without
limitation  its  reasonably  attorneys'  fees,  incurred in connection  with the
negotiation,  preparation,  execution  and  delivery of this  Agreement  and the
Shares, and defense or enforcement costs related thereto.

     Section 3.5 Transfers. The Company shall refuse to register any transfer of
the Shares not made in accordance with the provisions of Regulation as (Rule 901
through  905,  and  Preliminary  Notes),  pursuant  to  registration  under  the
Securities Act, or pursuant to an available exemption from registration.

     Section 4. TAXES.

     The Company will pay all taxes  (including  interest and penalties),  other
than taxes imposed on the income of  Purchaser,  which may be payable in respect
of the execution and delivery of this Agreement or of the execution and delivery
(but not the  subsequent  transfer) of any of the Shares or of any amendment of,
or waiver or consent  under or with respect to, this  Agreement or of any of the
Shares and will save Purchaser and all subsequent holders of the Shares harmless
against any loss or liability  resulting from  nonpayment or delay in payment of
any such tax.

     Section 5 MISCELLANEOUS.

     Section 5.1 Regulation S; Private Placement; Legends. Purchase acknowledges
and agrees that the shares have not been registered under the Securities Act and
may not be offered or sold in the United States or to or for the benefit of U.S.
Persons (as defined in Regulation S) unless the securities are registered  under
the  Securities  Act, or an exemption  from such  registration  requirements  is
available.  Each  certificate  representing  any  Shares  shall bear a legend in
substantially the following form:

     The securities  represented by this certificate are subject to a Securities
Purchase  Agreement  dated as of January 23, 1999, a copy of which is on file at
the  principal  office of the  Company  and will be  furnished  to the holder on
request to the Secretary of the Company.

     In addition,  unless  counsel to the Company shall have advised the Company
that such legend is no longer needed,  each certificate  representing the Shares
shall bear legends in substantially the following forms:

         The securities  presented by this  certificate have not been registered
         pursuant to the Securities Act of 1933, as amended (the "Act"),  or any
         statue 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 Note),  pursuant to registration
         under the Act, or pursuant to an available exemption from registration;


                                       4
<PAGE>
         and hedging transactions involving such securities may not be conducted
         unless in compliance with the Act.

     Each distributor selling Securities to a distributor,  a dealer (as defined
in section  2(a)(12) of the  Securities  Exchange Act of 1934,  as amended) or a
person receiving a selling concession,  fee or other remuneration,  prior to one
year after the consummation of the transactions  contemplated by this Agreement,
shall send a  confirmation  or other notice to the  purchaser of the  Securities
that the purchaser is subject to the same  restrictions on offers and sales that
apply to a distributor under Regulation S.

     Section 5.2  Indemnification.  The Company agrees to indemnify,  defend and
hold  harmless  Purchaser  and its  successors,  assigns,  heirs,  subsidiaries,
affiliates and all of the officers,  directors,  employees,  partners and agents
(including  attorneys and accountants) of each of the aforementioned  persons or
entities,  and  each of them,  from  and  against  any and all  losses,  claims,
damages,  liabilities,  expenses,  demands,  causes  of  action,  suits,  debts,
obligations,  rights,  promises,  acts,  agreements  and  damages of any kind or
nature  whatsoever,  whether  at law or in  equity,  whether  known or  unknown,
foreseen or  unforeseen,  heretofore or hereafter  arising out of,  relating to,
connected  with or incidental to the failure of any  representation  or warranty
made by the Company or in any other documents or agreements  contemplated hereby
or the  failure  of the  Company  to comply in all  material  respects  with the
covenants  contained in this  Agreement or in any other  documents or agreements
contemplated hereby.

     Section   5.3   Reliance   on  and   Survival   of   Representations.   All
representations,  warranties,  covenants and  agreements  of the Company  herein
shall be deemed to be material  and to have been relied  upon by  Purchaser  and
shall  survive  the  execution  and  delivery  of  this  Agreement  and  of  the
Securities.

     Section 5.4 Successors and Assigns.  This Agreement shall bind and inure to
the benefit of and be  enforceable  by the Company,  Purchaser and each of their
respective successors and assigns.  Purchaser shall be permitted to transfer the
Securities in accordance with their terms and the terms of this Agreement and in
accordance  with  applicable  restrictions  under  applicable  federal and state
securities laws.

     Section 5.5 Notices. All notices and other  communications  provided for in
this  Agreement  shall be in writing and  delivered by  registered  or certified
mail, postage prepaid,  or delivered by overnight courier (for next business day
delivery) or telecopied, addressed as set forth on the signature page hereof, or
at such other address as any of the parties  hereto may  hereafter  designate by
notice to the other  parties given in  accordance  with this  Section.  Any such
notice or communication shall be deemed to have been duly given on the fifth day
after  being so  mailed,  the next  business  day after  delivery  by  overnight
courier,  when  received  when  transmitted  by telecopy  with  confirmation  of
transmission or upon receipt when delivered personally.

     Section 5.6  Counterparts.  This  Agreement  may be executed in two or more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together  shall  constitute  one  and the  same  instrument.  Signatures  may be
exchanged by telecopy,  with original  signatures to follow. Each of the parties
hereto agrees that it will be bound by its own telecopied  signature and that it
accepts the telecopied  signatures of the other parties to this  Agreement.  The
original  signature  pages shall be  forwarded to the Company or its counsel and
the Company or its counsel will provide all of the parties hereto with a copy of
the entire Agreement.

     Section 5.7  Amendments.  This  Agreement  may only be amended by a writing
duly executed by the parties hereto.

     Section 5.8 Severability. If any term or provision of this Agreement or any
other document executed in connection herewith shall be determined to be illegal
or  unenforceable,  all other  terms and  provisions  hereof and  thereof  shall
nevertheless  remain  effective  and shall be  enforced  to the  fullest  extent
permitted by applicable law.

     Section 5.9 Governing Law; Submission to Process. EXCEPT TO THE EXTENT THAT
THE LAW OF ANOTHER  JURISDICTION  IS  EXPRESSLY  SELECTED  IN A  DOCUMENT,  THIS
AGREEMENT AND ALL AMENDMENTS,  SUPPLEMENTS, WAIVERS AND CONSENTS RELATING HERETO


                                       5
<PAGE>
OR THERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF CALIFORNIA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH PARTY
HEREBY IRREVOCABLY SUBMITS ITSELF TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE
AND FEDERAL  COURTS  SITTING IN THE STATE OF CALIFORNIA  AND AGREES AND CONSENTS
THAT  SERVICE OF PROCESS MAY BE MADE UPON IT IN ANY LEGAL  PROCEEDINGS  RELATING
HERETO  BY ANY MEANS  ALLOWED  UNDER  CALIFORNIA  OR  FEDERAL  LAW.  EACH  PARTY
IRREVOCABLY  WAIVES,  TO THE FULLEST  EXTENT  PERMITTED BY  APPLICABLE  LAW, ANY
OBJECTION  THAT IT MAY NOW OR HEREAFTER  HAVE TO THE LAYING OF VENUE OF ANY SUCH
PROCEEDING  BROUGHT IN SUCH COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT
IN SUCH A COURT HAS BEEN  BROUGHT IN AN  INCONVENIENT  FORUM.  EACH PARTY  SHALL
APPOINT AN AGENT FOR  SERVICE OF PROCESS IN  CALIFORNIA  AND SHALL  NOTIFY  EACH
OTHER PARTY OF ANY FUTURE CHANGE THEREIN.

     Section 5.10 Entire Agreement. This Agreement contains the entire Agreement
of the parties hereto with respect to the transactions  contemplated  hereby and
supersedes all previous oral and written, and all previous  contemporaneous oral
negotiations, commitments and understandings.

     Section 5.11 Further Assurances.  Each party agrees promptly to execute and
deliver such documents and to take such other acts as are  reasonably  necessary
to effectuate the purposes of this Agreement.

     Section 5.12  Headings.  The headings  contained  herein are for  reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

     Section 5.13 Waiver of Jury Trial.  EACH PARTY  HEREBY  AGREES TO WAIVE ITS
RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT,  THE SECURITIES OR ANY OTHER AGREEMENTS  RELATING
TO THE SECURITIES OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF
THIS TRANSACTION.  NOTWITHSTANDING  ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER
IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THE WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,  RENEWALS,  SUPPLEMENTS
OR  MODIFICATIONS  TO THIS  AGREEMENT,  THE SECURITIES OR ANY OTHER DOCUMENTS OR
AGREEMENTS RELATING TO THE SECURITIES.


                            [Signature Page Follows]

                                       6
<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto  execute this Agreement as of the
date first set forth above.

                                            PURCHASER:

                                            [------------------------------]


                                           By: ___________________________


                                            Address for Notices:



                                            THE COMPANY:

                                            GENESISINTERMEDIA.COM, INC.


                                            By: __________________________
                                                     Ramy El-Batrawi
                                                     President

                                            Address for Notices:

                                            GenesisIntermedia.com, Inc.
                                            13063 Ventura Blvd.
                                            Studio City, CA 91604
                                            Attn:  Ramy El-Batrawi
                                            Telephone:  (818) 464-7270
                                            Facsimile:   (818) 464-7398

                                            With a copy of any notice to:

                                            Nida & Maloney, P.C.
                                            800 Anacapa Street
                                            Santa Barbara, CA 93101
                                            Attn: Theodore R. Maloney
                                            Telephone:  (805) 568-1151
                                            Facsimile:   (805) 568-1955


<PAGE>


               SCHEDULE OF OMITTED SECURITIES PURCHASE AGREEMENTS


Securities  Purchase  Agreement by and between  Codicom  Technologies,  Ltd. and
Registrant dated January 22, 1999.

Securities  Purchase  Agreement  by and between  Denmore  Investments,  Ltd. and
Registrant dated January 23, 1999.