GenesisIntermedia.com, Inc.



                                  April 1, 1999


[Name]
[Address]
[Address]
Attn:

         Re:      GenesisIntermedia.com, Inc./[Company Name]

Dear ___________:

         This letter agreement is made with reference to that certain Securities
Purchase  Agreement  (the  "Agreement")  dated  as of  _________,  1999  between
_________________,   a  British  Virgin  Islands  company   ("_________"),   and
GenesisIntermedia.com, Inc., a Delaware corporation (the "Company"), pursuant to
which the Company (i) offered and sold to __________  [_______] shares of Series
A Convertible  Preferred  Stock of the Company,  par value $.001 (the "Preferred
Stock"),  and  warrants to purchase  [_____]  shares of the common  stock of the
Company,  par value $.001 (the  "Warrants"),  in consideration of the payment by
Codicom to the Company of _________________ United States Dollars (US$_________)
(the "Purchase Price") and (ii) agreed to adjust the effective purchase price of
shares of the Company's  common stock sold to  _______________  pursuant to that
certain Securities Purchase Agreement dated as of ___________,  1999 (the "Prior
Agreement") to equal the purchase price of the shares of common stock underlying
the Preferred Stock and the Warrants sold pursuant to the Agreement. This letter
agreement confirms the mutual agreement of ____________ and the Company to amend
the  Agreement  as follows  (terms  used but not defined  herein  shall have the
meanings ascribed to them in the Agreement):

         1. Section 1.1 of the Agreement  presently provides for the delivery by
________ of the Purchase Price through the escrow  established  pursuant to that
certain  escrow  agreement  dated as of ______,  1999  between  the  Company and
Citibank,  N.A. It is hereby confirmed and agreed that Codicom shall deliver the
Purchase Price to the Company  through the escrow  established  pursuant to that
certain  escrow  agreement  dated  as  of  ________,  1999  among  the  Company,
______________  (the  "Selling  Agent") and Nida & Maloney,  P.C.  (the  "Escrow
Agreement"),  pursuant to which the Company and the Selling Agent appointed Nida
& Maloney, P.C. as escrow agent (the "Escrow Agent"). On the Closing Date of the
transaction contemplated by the Agreement the Company shall deliver certificates
representing  the Preferred Stock and the Warrants to  ____________  through the
Escrow Agent and  __________  shall deliver the Purchase Price to the Company by
wire transfer of immediately available funds to the following escrow account:


<PAGE>
[Company Name]
April 1, 1999
Page 2


                           ABA #____________
                           Attorney Trust Account
                           Account #____________
                           Attn: _________
                           GenesisIntermedia.com, Inc. - ___________ Transaction

         2. Section 3.3(f) of the Agreement  presently provides that the Company
shall issue to _________,  on the terms and subject to the  conditions set forth
in Section  1.1 of the  Agreement,  warrants to  purchase  _______shares  of the
common stock of the Company.  It is hereby confirmed and agreed that the Company
shall issue to ________, on the terms and subject to the conditions set forth in
Section 1.1 of the Agreement,  warrants to purchase an additional  ______ shares
of the common stock of the Company,  bringing the aggregate  number of shares of
common stock of the Company  issuable upon exercise of the warrants to ________,
in order to effect the adjustment of the purchase price of the shares sold under
the Prior Agreement.

         3. It is hereby  confirmed and agreed that the Preferred Stock shall be
issued on the terms  specified in the  Certificate  of  Designation,  Rights and
Preferences    of   the    Series    A    Convertible    Preferred    Stock   of
GenesisIntermedia.com,  Inc. filed with the Delaware Secretary of State on April
1, 1999, attached hereto as Exhibit A.

         Please  confirm your  agreement  to the  foregoing by signing a copy of
this letter in the space  indicated  below and returning the same to our office.
Please  contact me at (818)  464-7270 if you have any questions  regarding  this
matter.


                                 Very truly yours,

                                 GENESISINTERMEDIA.COM, INC.



                                 By:_________________________
                                       Ramy El-Batrawi
                                       Chairman

THE FOREGOING AMENDMENTS TO THE
AGREEMENT ARE CONSENTED AND
AGREED TO BY THE UNDERSIGNED:


By:____________________________
    Name:
    Title:


<PAGE>

                      SCHEDULE OF OMITTED LETTER AGREEMENTS

Letter Agreement by and between Codicom Technologies,  Ltd. and Registrant dated
April 1, 1999.

Letter Agreement by and between Denmore  Investments,  Ltd. and Registrant dated
April 1, 1999.