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 31st day of March,  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  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. 4, the
"Registration Statement");

     WHEREAS the Company desires to sell certain of its newly authorized  Series
A  Convertible  Preferred  Stock  ("Preferred  Stock") and  warrants to purchase
shares  of  its  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 and warrants,  on the terms and
conditions set forth herein and in compliance with Regulation S; and

     WHEREAS the Company and  Purchaser  wish to adjust the  effective  purchase
price for shares of Company  common  stock sold to  Purchaser  pursuant  to that
certain  Securities  Purchase Agreement dated as of January 22, 1999 (the "Prior
Agreement")  to equal the purchase  price for shares of common stock  underlying
the  Preferred  Stock and the  warrants  to be  purchased  and sold  under  this
Agreement.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  of  the  mutual
covenants  and  agreements   contained  herein,  and  other  good  and  valuable
consideration, the receipt and 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  Securities;  the  Closing;  Escrow.  In
reliance upon the representations of the Company contained in Section 1.2 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 Preferred Stock of the Company (the "Shares") and warrants to purchase
_______ shares of common stock of the Company (the  "Warrants" and together with
the Shares and the common  stock  underlying  the Shares and the  Warrants,  the
"Securities")  in  consideration  of the payment by  Purchaser to the Company of
_______________  United States Dollars (US$________) (the "Purchase Price"). The
Warrants  shall have an exercise  price of one hundred  twenty percent (120%) of
the price at which the common  stock of the Company is offered to the public per
share of  common  stock  issuable  upon  exercise  of the  Warrants;  may not be
exercised by the Purchaser for a period of three  hundred and  sixty-five  (365)
days  following the issuance  thereof;  and are redeemable by the Company at its
option at a redemption  price of $.01 per share  issuable  upon  exercise of the
Warrants  at any time after the share  price of the common  stock of the Company
shall have closed for twenty (20)  consecutive  trading days at a price equal to
or greater than two hundred  percent (200%) of the initial public offering price
of the common  stock of the  Company.  The  Warrants may not be exercised at any
time  after  5:00 p.m.  Los  Angeles  time on April 1, 2002.  The  closing  (the
"Closing")  of the  purchase and sale of the  Securities  shall be held at 10:00
a.m., Los Angeles time on April 1, 1999 (the "Closing  Date"),  at the principal
executive offices of the Company or at such other time or place or on such other
date as the parties hereto may mutually agree.

     On the Closing  Date,  Purchaser  will  deliver to the Company  through the
Escrow  established  pursuant to that certain Escrow  Agreement  dated as of the
date hereof  between the Company and  Citibank,  N.A.  (the "Escrow  Agreement")


<PAGE>
immediately available funds in the amount of the Purchase Price by wire transfer
to the Escrow Account provided in the Escrow Agreement (or such other account as
shall be established pursuant to the Escrow Agreement). On the Closing Date, the
Company will deliver to Purchaser through the Escrow  certificates  representing
the Shares and certificates representing the Warrants.

     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
transacted  by it requires  such  qualification.  The Company has all  requisite
power to transact the business it transacts and proposes 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  hereby 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  3,235,000  shares  of  Common  Stock  are  issued  and
outstanding and the Preferred  Stock is the only authorized  series of preferred
stock, 450,000 of which are authorized and none of which is presently issued and
outstanding.  The Shares will, when issued,  be duly and validly  issued,  fully
paid and  nonassessable  and the  common  stock  underlying  the  Shares and the
Warrants  will,  when issued (in the case of the  Warrants  upon  payment of the
exercise  price  therefor),   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,  corporate  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 a
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
Securities or the valid delivery of the Securities or for the performance by the
Company of this  Agreement  or 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 Securities or any interest therein.

                                       2
<PAGE>
     (f) Upon  issuance  (including  payment of the  purchase or exercise  price
therefor),  Purchaser shall acquire good and marketable  title to the Securities
free and  clear of all  covenants,  conditions,  restrictions,  liens,  pledges,
charges,  encumbrances,  options  and  adverse  claims  or  rights  of any  kind
whatsoever.

     Section 1.3 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 exercise of the
Warrants, conversion of the Shares and any transfer of Securities:

     (a) Purchaser has all requisite power to execute and deliver this Agreement
and any Security exercised or converted,  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 any
Security  exercised  or  converted,  and  all  other  documents  and  agreements
contemplated  hereby  and  thereby,  and the  consummation  of the  transactions
contemplated  hereby or  thereby,  have been duly  authorized  and  approved  by
Purchaser.  This Agreement,  and all other documents and agreements contemplated
hereby,  including any Security exercised or converted,  have each been, or will
be upon exercise or conversion, 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.

     (d) Purchaser is an "accredited  investor" within the meaning of Regulation
D under the  Securities  Act, and is acquiring the Securities 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  Securities.  Purchaser is aware that it may be required to bear
the economic risk of an investment in the Securities  for an indefinite  period,
and  it  is  able  to  bear  such  risk  for  an  indefinite  period.  Purchaser
acknowledges  (i) that the  Securities  being and to be  acquired  by it are not
being  registered  under the  Securities Act on the grounds that the issuance of
such securities is exempt from registration under Section 4(2) of the Securities
Act as not involving any public offering,  (ii) that the Securities being and to
be  acquired  by it are not being  registered  under the  Securities  Act on the
grounds that the issuance of such securities is exempt from  registration  under
Regulation  S as being  made in an  offshore  transaction  (as  defined  in such
Regulation) not to a U.S. person (as defined in such  Regulation) and (iii) that
the  Company's  reliance  on  such  exemption  is  predicated  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
Securities 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 Securities  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 all  amendments  thereto and has had an
opportunity  to make such inquiry of  management of the Company as Purchaser has
desired.

                                       3
<PAGE>
     (g) Purchaser  acknowledges receipt of a confirmation of the type described
in the last sentence of Section 5.1. -----------

     (h)  Purchaser  agrees to execute and  deliver  such  market  stand-off  or
lock-up agreements as the managing underwriter(s) for the Company's underwritten
public  offering(s) shall request in connection with such  offering(s),  in such
form and in such manner as shall be requested by such managing underwriters. The
agreement  contained  in this clause (h) shall relate to all  securities  of the
Company owned, directly or indirectly,  by Purchaser,  whether acquired pursuant
to this Agreement or otherwise.

     (i) Purchaser agrees not to enter into,  directly or indirectly,  any short
sale or  similar  transactions  involving  the  Company's  common  stock  or any
derivative security.

     Section 2  CONDITIONS  TO  OBLIGATIONS  OF  PURCHASER.  The  obligation  of
Purchaser  to  purchase  and pay for the Shares and the  Warrants 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 Warrants
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 and 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 and the  Warrants  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  Execution  and  Delivery of  Documents.  Purchaser  shall have
received the  following,  duly  executed and delivered and in form and substance
satisfactory to Purchaser and its counsel:  certificates representing the Shares
and the Warrants  and such other  documents  and  information  as Purchaser  may
reasonably request in connection herewith.

     Section 3 COVENANTS.

     Section  3.1  Restriction  on  Resale.   The  Shares  shall  be  issued  in
sub-Series,  designated as sub-Series  A-1, A-2, A-3 and A-4, each  representing
one-fourth  (or as close thereto as  practicable)  of the total number of Shares
purchased  hereunder.  No common stock received or receivable upon conversion of
the Shares may be assigned,  resold, or otherwise  disposed of or transferred at
any time prior to ninety (90) days  following  the date on which a  registration
statement  filed by the Company  with  respect to such common  stock is declared
effective  by the  Securities  and Exchange  Commission  (the  "Initial  Holding
Period").  Upon  termination  of the Initial  Holding  Period,  the common stock
underlying the sub-Series A-1 Shares shall no longer be subject to such transfer
restriction  and  dividends  shall cease to accrue or be payable with respect to
such Shares.  On the 90th, 180th and 270th days following the end of the Initial


                                       4
<PAGE>
Holding  Period,  the common stock  underlying the  sub-Series  A-2, A-3 and A-4
Shares,  respectively,  shall no longer be subject to such transfer  restriction
and  dividends  with  respect  to such  sub-Series  A-2,  A-3  and  A-4  Shares,
respectively, shall cease to accrue or be payable.

     Section 3.2 Registration  Rights. The Company agrees to register the common
stock to be issued upon  conversion  of the Shares or  exercise of the  Warrants
upon demand of one or more  holders of Preferred  Stock within  ninety (90) days
after the Company's eligibility to register shares on Form S-3 (or any successor
form).  If any  holder  of  Preferred  Stock  shall  demand  such  registration,
Purchaser  shall  join in and  cooperate  with the  Company  in  effecting  such
registration.  If  Purchaser  shall  fail to so  cooperate  with the  Company in
effecting such registration, this registration right shall lapse. Purchaser will
also be permitted to  participate  in any  registrations  by the Company in firm
commitment  underwritings,  pari  passu  with any other  holders  of  piggy-back
registration  rights  without  preference,  to the  extent  and  in  the  manner
permitted by the managing underwriter thereof.

     Section 3.3  Covenants of the  Company.  The Company  covenants  and agrees
that:

     (a) Corporate Existence. The Company will do or cause to be done 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.

     (b)  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.

     (c) 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.

     (d) 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  reasonable  attorneys'  fees,  incurred in connection  with the
negotiation,  preparation,  execution  and  delivery of this  Agreement  and the
Preferred  Stock and the  Warrants,  and defense or  enforcement  costs  related
thereto.

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

     (f) Prior  Purchase  Adjustment.  In order to cause the effective  purchase
price under the Prior  Agreement to equal the purchase price per share of common
stock under Section 1.1 of this Agreement,  the Company shall issue to Purchaser
an  additional  42,857  shares of common  stock of the Company  and  warrants to
purchase 42,857 shares of common stock of the Company.  Warrants issued pursuant
to this  Section  3.3(f)  shall  be  issued  on the  terms  and  subject  to the
conditions  set forth in Section 1.1 hereof.  Such shares and warrants  shall be
delivered to  Purchaser  through the Escrow in the same manner as the Shares and
the Warrants.

                                       5
<PAGE>

     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 Securities or of any amendment
of, or waiver or consent  under or with respect to, this  Agreement or of any of
the  Securities  and will  save  Purchaser  and all  subsequent  holders  of the
Securities  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.   Purchaser
acknowledges  and agrees that none of the Securities have been registered  under
the  Securities  Act and none of the  Securities  may 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 Securities  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 March 31,  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
Securities shall bear legends in substantially the following forms:

         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.

     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.

                                       6
<PAGE>
     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
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.

                                       7
<PAGE>

     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]

                                       8
<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 March 31, 1999.

Securities  Purchase  Agreement  by and between  Denmore  Investments,  Ltd. and
Registrant dated March 31, 1999.