THE SECURITIES  REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE  HEREOF ARE  SUBJECT TO A  SECURITIES  PURCHASE  AGREEMENT  DATED AS OF
__________,  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.

THE SECURITIES  REPRESENTED BY THIS CERTIFICATE AND THE SECURITIES ISSUABLE UPON
EXERCISE HEREOF 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.

No.  ______                                             Dated:  _________, 1999

                                     Warrant

                           GENESISINTERMEDIA.COM, INC.

     This Warrant  certifies  that  _________________,  a British Virgin Islands
company,  or  registered  assigns,  is the  registered  holder of a warrant (the
"Warrant") to purchase  _________  shares of common  stock,  par value $.001 per
share (the "Shares"),  of  GenesisIntermedia.com,  Inc., a Delaware  corporation
(the  "Company"),  at 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 this  Warrant (the  "Exercise
Price").

SECTION 1.    Exercise; Expiration; Redemption.

     To  exercise  this  Warrant,  the  Warrant  holder  must elect and sign the
exercise  election  attached  to this  Warrant  certificate  and  deliver to the
Company  (a) this  Warrant  certificate  and (b) cash or a check  payable to the
Company for the Exercise Price for the Warrant.

     This Warrant  shall not be exercised by any holder  hereof (i) for a period
of three hundred and  sixty-five  (365) days  following the issuance  thereof or
(ii)  after  5:00  p.m.,  Los  Angeles  time on April 1,  2002,  the date of the
expiration  of this  Warrant.  To the  extent  that  this  Warrant  has not been
exercised by the date of its expiration,  this Warrant shall become void and all
rights hereunder and all rights in respect hereof shall cease as of such time.

     This  Warrant  shall  be  redeemable  by the  Company  at its  option  at a
redemption  price of $.01 per share of common stock of the Company issuable upon
exercise of this  Warrant 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.

     This Warrant shall be  exercisable  at the election of any holder  thereof,
either  in full or from  time to time in part (but in no event for less than one
whole  Share) and, in the event that a  certificate  evidencing  this Warrant is
exercised  in respect of fewer than all of the Warrant  Shares  issuable on such
exercise  at any time prior to the date of  expiration  of this  Warrant,  a new
Warrant  certificate  evidencing  the  remaining  Warrant  with respect to whole
Shares  issuable upon exercise will be issued.  No adjustment  shall be made for
any dividends on any Shares issuable upon exercise of this Warrant.

     The  Company  covenants  that all Warrant  Shares  which may be issued upon
exercise of this Warrant 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.

         The Company will pay all  documentary  stamp taxes  attributable to the
issuance of Warrant Shares upon the exercise of this Warrant; provided, however,



<PAGE>
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  of any  Warrant
certificates or any certificates for Warrant Shares in a name other than that of
the registered holder of this Warrant certificate  surrendered upon the exercise
of this Warrant,  and the Company shall not be required to issue or deliver such
Warrant  certificates  unless or until  the  person or  persons  requesting  the
issuance  thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

     The Company shall not be required to issue fractional Warrant Shares on the
exercise of this  Warrant.  If any fraction of a Warrant Share would be issuable
on the exercise of this Warrant (or specified portion hereof), the Company shall
pay an  amount  in cash  equal  to the  Exercise  Price  on the day  immediately
preceding  the  date  this  Warrant   certificate  is  presented  for  exercise,
multiplied by such fraction.

SECTION 2.    Transfer or Exchange.

     The Company  shall from time to time  register the transfer of this Warrant
certificate  upon the  records to be  maintained  by it for that  purpose,  upon
surrender hereof  accompanied (if so required by it) by a written  instrument or
instruments of transfer in form  satisfactory  to the Company,  duly executed by
the  registered  holder  hereof or by the duly  appointed  legal  representative
thereof  or by a  duly  authorized  attorney.  Upon  any  such  registration  of
transfer, a new Warrant  certificate(s) shall be issued to the transferee(s) and
the surrendered Warrant certificate shall be canceled by the Company.

     This  Warrant  certificate  may be  exchanged  at the  option of the holder
hereof,  when  surrendered  to the  Company at its office  for  another  Warrant
certificate  or other  Warrant  certificates  of like tenor and  representing  a
Warrant with respect to a like  aggregate  number of Warrant  Shares.  A Warrant
certificate surrendered for exchange shall be canceled by the Company.

     Subject to the payment of any taxes as provided herein, upon an exercise of
this  Warrant,  the  Company  shall  issue  and cause to be  delivered  with all
reasonable  dispatch to or upon the written order of the holder and in such name
or names as the Warrant holder may designate,  a certificate or certificates for
the number of full Warrant  Shares  issuable  upon the exercise of this Warrant.
This Warrant shall be deemed to have been exercised and any person so designated
to be named  therein  shall be deemed to have  become a holder of record of such
Warrant Shares as of the date of the surrender of this Warrant  certificate (and
payment of the Exercise Price).

     The Company may deem and treat the registered holder hereof as the absolute
owner of this  Warrant  (notwithstanding  any  notation  of  ownership  or other
writing hereon made by anyone),  for the purpose of any exercise hereof,  of any
distribution to the holder hereof,  and for all other purposes,  and the Company
shall not be affected by any notice to the contrary.  Nothing  contained in this
Warrant  certificate  shall be  construed  prior to the date of surrender of the
Warrant  certificate  for  exercise  in  accordance  with the  terms  hereof  as
conferring  upon the holder hereof the right to vote or to consent or to receive
notice as  members  in respect of the  meetings  of members or the  election  of
managers of the Company or any other matter, or any rights whatsoever as members
of the Company.

SECTION 3.    Mutilated, Lost, Stolen or Destroyed Warrant Certificate.

     In case  this  Warrant  certificate  shall be  mutilated,  lost,  stolen or
destroyed,  the Company may in its discretion issue in exchange and substitution
for and upon  cancellation of the mutilated Warrant  certificate,  or in lieu of
and substitution for the Warrant  certificate lost,  stolen or destroyed,  a new
Warrant  certificate of like tenor and representing an equivalent  Warrant,  but
only upon receipt of evidence satisfactory to the Company of such loss, theft or
destruction  of such Warrant  certificate  and  indemnity,  if  requested,  also
satisfactory to the Company.

SECTION 4.    Reservation of Shares for Issuance.

     The  Company  will at all  times  reserve  and keep  available,  free  from
preemptive  rights,  out of the aggregate of its authorized but unissued  common
stock, for the purpose of enabling it to satisfy any obligation to issue Warrant
Shares upon  exercise of this  Warrant,  the maximum  number of Shares which may
then be  issuable  upon  the  exercise  of this  Warrant.  The  Company  or,  if
appointed, the transfer agent for the Shares and every subsequent transfer agent
for any of the Company's capital securities issuable upon the exercise of any of
the rights of purchase aforesaid will be irrevocably  authorized and directed at
all times to reserve such number of  authorized  Shares as shall be required for
such purpose.  The Company will keep a copy of this Warrant  certificate on file
with  any  such  transfer  agent  for any of the  Company's  capital  securities
issuable upon the exercise of the rights of purchase represented by this Warrant
certificate.

                                       2
<PAGE>
SECTION 5.    Effect of Subdivision, Reclassification, Merger, Etc.

     If the  outstanding  Shares shall be  subdivided  into a greater  number of
Shares,  the  Exercise  Price in effect at the  opening of  business  on the day
following  the day  upon  which  such  subdivision  becomes  effective  shall be
proportionately  reduced,  and,  conversely,  if the outstanding Shares shall be
combined into a smaller  number of Shares,  the Exercise  Price in effect at the
opening of business  on the day  following  the day upon which such  combination
becomes  effective  shall  be  proportionately   increased,  such  reduction  or
increase,  as the case may be, to become effective immediately after the opening
of  business  on the day  following  the day  upon  which  such  subdivision  or
combination becomes effective.

     If any of the following events occur: (i) any reclassification or change of
the  outstanding  Shares (other than a change in par value, or from par value to
no par value, or from no par value to par value, or as a result of a subdivision
or combination),  (ii) any  consolidation,  merger or combination of the Company
with  another  limited  liability  company or  corporation  as a result of which
holders of common membership interest Shares shall be entitled to receive stock,
securities or other  property or assets  (including  cash) with respect to or in
exchange for such Shares,  or (iii) any sale or conveyance of the properties and
assets of the Company as, or substantially  as, an entirety to any other company
or  corporation  as a result of which  holders of Shares  shall be  entitled  to
receive  stock,  securities or other  property or assets  (including  cash) with
respect to or in exchange for such Shares,  then the Company or the successor or
purchasing company or corporation, as the case may be, shall providing that this
Warrant  shall be  convertible  into the kind and  amount of shares of stock and
other  securities or property or assets  (including  cash)  receivable upon such
reclassification, change, consolidation, merger, combination, sale or conveyance
by a holder  of a number  of  Shares  issuable  upon  exercise  of this  Warrant
(assuming, for such purposes, a sufficient number of authorized Shares available
to issue upon  exercise of the entirety of this  Warrant)  immediately  prior to
such  reclassification,  change,  consolidation,  merger,  combination,  sale or
conveyance  assuming such holder of Shares did not exercise his or her rights of
election, if any, as to the kind or amount of securities, cash or other property
receivable  upon  such  consolidation,   merger,  statutory  exchange,  sale  or
conveyance  (provided  that, if the kind or amount of securities,  cash or other
property receivable upon such consolidation, merger, statutory exchange, sale or
conveyance  is not the same for each Share in  respect  of which such  rights of
election have not been exercised  ("non-electing Share"), then, for the purposes
of  paragraph,  the kind  and  amount  of  securities,  cash or  other  property
receivable  upon  such  consolidation,   merger,  statutory  exchange,  sale  or
conveyance for each non-electing Share shall be deemed to be the kind and amount
so receivable per Share by a plurality of the non-electing  Shares). In any such
case,  the revenue  calculation  necessary for exercise of this Warrant shall be
calculated  on the basis of the  business  entity  or  assets  so  consolidated,
merged,  exchanged,  sold or  conveyed,  whether in whole or  incorporated  into
another business entity, and it shall be the responsibility of such successor or
acquiror  entity  to  perform  such  calculation,  which  calculation  shall  be
conclusive  and  binding on the holder of this  Warrant.  If, in the case of any
such  reclassification,  change,  consolidation,  merger,  combination,  sale or
conveyance,  the stock or other securities and assets receivable  thereupon by a
holder of Shares  includes  shares of stock or other  securities and assets of a
corporation  other than the successor or purchasing  company or corporation,  as
the  case  may be,  in such  reclassification,  change,  consolidation,  merger,
combination, sale or conveyance, then an acknowledgment of the obligations under
this paragraph shall be executed by such other company or corporation. The above
provisions   of   this   paragraph   shall   similarly   apply   to   successive
reclassifications,  changes,  consolidations,  mergers, combinations,  sales and
conveyances.

     Upon any  adjustment of the Exercise  Price  pursuant  hereto,  the Company
shall promptly  thereafter  cause to be given to the  registered  holder of this
Warrant  certificate at its address appearing on the Warrant register maintained
by the Company written notice of such adjustments by first-class  mail,  postage
prepaid.  Failure to deliver  such  notice  shall not  affect  the  legality  or
validity of any such adjustment.

SECTION 6.    Miscellaneous.

     This Warrant  certificate and Warrant shall be deemed to be a contract made
under the law of the State of Delaware and for all  purposes  shall be construed
in accordance with the internal law of said State.

     Nothing  in this  Warrant  certificate  shall be  construed  to give to any
person or  company  other than the  Company  and the  registered  holder of this
Warrant  certificate  any legal or equitable  right,  remedy or claim under this
Warrant  certificate;  but this  Warrant  certificate  shall be for the sole and
exclusive  benefit of the Company  and the  registered  holder of this  Warrant.

                            [Signature Page Follows]

                                       3
<PAGE>

     IN WITNESS WHEREOF,  GenesisIntermedia.com,  Inc., a Delaware  corporation,
has caused this Warrant certificate to be signed by its duly authorized officer.

Dated: _______, 1999
                                            GENESISINTERMEDIA.COM, INC., a
                                              Delaware corporation


                                            By:  ______________________________
                                                  Ramy El-Batrawi, President

<PAGE>
                              Election for Exercise

         The  undersigned  hereby  irrevocably  elects to  exercise  the  right,
represented  by this Warrant  certificate,  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 the  Warrant
certificate dated April 1, 1999. 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>


                          SCHEDULE OF OMITTED WARRANTS



Warrant No. S-3 to Codicom Technologies, Ltd. dated April 1, 1999
Warrant No. S-5 to Codicom Technologies, Ltd. dated April 1, 1999
Warrant No. S-6 to Codicom Technologies, Ltd. dated April 1, 1999
Warrant No. S-7 to Denmore Investments, Ltd. dated April 1, 1999
Warrant No. S-8 to Denmore Investments, Ltd. dated April 1, 1999
Warrant No. S-9 to Denmore Investments, Ltd. dated April 1, 1999