REGISTRATION RIGHTS AGREEMENT


     This  Registration  Rights  Agreement  ("Agreement")  is entered into as of
April __, 2000, between GenesisIntermedia.com, Inc., a Delaware corporation with
offices at 5805 Sepulveda Boulevard,  Van Nuys, California 91411 (the "Company")
and Elliott  Associates,  L.P.,  a Delaware  limited  partnership,  and Westgate
International,  L.P., a Cayman Islands  limited  partnership  (individually  and
collectively, the "Investor").

                              W I T N E S S E T H:

     Whereas,  pursuant to that certain Securities Purchase Agreement,  dated on
or about the date  hereof,  by and between the  Company  and the  Investor  (the
"Purchase Agreement"), the Company has agreed to sell and issue to the Investor,
and the Investor has agreed to purchase from the Company,  an aggregate of 4,000
shares, Liquidation Preference $1,000 each, of the Company's Series B Cumulative
Convertible  Preferred Stock (the "Preferred  Shares")  subject to the terms and
conditions set forth therein,  and Warrants (the  "Warrants") to purchase shares
of the Company's  Common Stock,  par value $0.001 per share (the "Common Stock")
subject to the terms and conditions set forth therein; and

     Whereas, the Purchase Agreement contemplates that the Preferred Shares will
be convertible into shares (the "Common Shares") of Common Stock pursuant to the
terms  and  conditions  set forth in the  Certificate  of  Designations  for the
Preferred Shares (the "Certificate"); and

     Now, Therefore,  in consideration of the mutual promises,  representations,
warranties,  covenants and  conditions  set forth in the Purchase  Agreement and
this Agreement, the Company and the Investors agree as follows:

     1. Certain  Definitions.  Capitalized  terms used herein and not  otherwise
defined shall have the meaning ascribed thereto in the Purchase Agreement or the
Certificate.  As used in this  Agreement,  the  following  terms  shall have the
following respective meanings:

     "Closing" and "Closing Date" shall have the meanings ascribed to such terms
in the Purchase Agreement.

     "Commission" or "SEC" shall mean the Securities and Exchange  Commission or
any other federal agency at the time administering the Securities Act.

     "Holder" and  "Holders"  shall  include the Investor and any  transferee or
transferees  of the Preferred  Shares,  Warrants,  Common Shares or  Registrable
Securities  which  have not been  sold to the  public  to whom the  registration
rights conferred by this Agreement have been transferred in compliance with this
Agreement and the Purchase Agreement.


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     The terms  "register",  "registered"  and  "registration"  shall refer to a
registration  effected  by  preparing  and filing a  registration  statement  in
compliance  with  the  Securities  Act  and  applicable  rules  and  regulations
thereunder,  and  the  declaration  or  ordering  of the  effectiveness  of such
registration statement.

     "Registrable  Securities"  shall  mean:  (i) the  Common  Shares  or  other
securities  issued or  issuable to each Holder or its  permitted  transferee  or
designee upon  conversion  of the Preferred  Shares or exercise of the Warrants;
(ii)  securities  issued or  issuable  upon any  stock  split,  stock  dividend,
recapitalization  or similar event with respect to such Common Shares; and (iii)
any other security issued as a dividend or other  distribution  with respect to,
in exchange for or in replacement of the securities referred to in the preceding
clauses.

     "Registration  Expenses"  shall mean all  expenses  to be  incurred  by the
Company  in  connection  with  each  Holder's  registration  rights  under  this
Agreement,  including,  without  limitation,  all  registration and filing fees,
printing expenses,  fees and disbursements of counsel for the Company,  blue sky
fees and  expenses,  reasonable  fees and  disbursements  of  counsel to Holders
(using a single counsel selected by a majority in interest of the Holders) for a
review of the Registration  Statement and related documents,  and the expense of
any  special  audits  incident  to or  required  by any such  registration  (but
excluding the compensation of regular  employees of the Company,  which shall be
paid in any event by the Company).

     "Registration  Statement"  shall have the meaning set forth in Section 2(a)
herein.

     "Regulation  D" shall mean  Regulation  D as  promulgated  pursuant  to the
Securities Act, and as subsequently amended.

     "Securities  Act" or "Act"  shall  mean  the  Securities  Act of  1933,  as
amended.

     "Selling  Expenses"  shall  mean all  underwriting  discounts  and  selling
commissions  applicable to the sale of  Registrable  Securities and all fees and
disbursements   of  counsel  for  Holders  not  included  within   "Registration
Expenses".

     2.  Registration  Requirements.  The Company  shall use its best efforts to
effect  the  registration  of the  Registrable  Securities  (including,  without
limitation,  the execution of an undertaking to file post-effective  amendments,
appropriate  qualification  under  applicable blue sky or other state securities
laws and appropriate  compliance with  applicable  regulations  issued under the
Securities  Act) as would permit or facilitate the sale or  distribution  of all
the Registrable  Securities in the manner  (including manner of sale) and in all
states  reasonably  requested  by the Holder.  Such best  efforts by the Company
shall include,  without  limitation,  the following:

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<PAGE>

     (a) The Company shall, as expeditiously as possible after the Closing Date:

          i) But in any event within 75 days of the Closing,  prepare and file a
     registration  statement with the Commission  pursuant to Rule 415 under the
     Securities  Act on Form S-3 under the  Securities Act (or in the event that
     the Company is ineligible to use such form,  such other form as the Company
     is eligible to use under the  Securities  Act provided that such other form
     shall be converted into an S-3 as soon as Form S-3 becomes available to the
     Company) covering resales by the Holders of the Registrable  Securities and
     no  other  securities   ("Registration   Statement"),   which  Registration
     Statement,  to the extent  allowable under the Securities Act and the rules
     promulgated   thereunder  (including  Rule  416),  shall  state  that  such
     Registration  Statement also covers such indeterminate number of additional
     shares  of Common  Stock as may  become  issuable  upon  conversion  of the
     Preferred  Shares and  exercise  of the  Warrants.  The number of shares of
     Common Stock initially included in such Registration  Statement shall be no
     less than the sum of two times the  number of Common  Shares  that are then
     issuable upon  conversion of the Preferred  Shares and the number of shares
     issuable  upon  exercise  of the  Warrants  (assuming  full  conversion  or
     exercise, respectively, at the then applicable Conversion Price (as defined
     in the Certificate) or Exercise Price (as defined in the Warrant).  Nothing
     in the preceding  sentence will limit the Company's  obligations to reserve
     shares of Common Stock  pursuant to Section 3.7 of the Purchase  Agreement.
     Thereafter   the  Company   shall  use  its  best  efforts  to  cause  such
     Registration  Statement and other filings to be declared  effective as soon
     as possible, and in any event prior to 135 days following the Closing Date.
     Without  limiting the foregoing,  the Company will promptly  respond to all
     SEC comments,  inquiries and requests,  and shall request  acceleration  of
     effectiveness at the earliest  possible date. The Company shall provide the
     Holders reasonable opportunity to review any such Registration Statement or
     amendment or supplement thereto prior to filing.

          ii) Prepare and file with the SEC such  amendments and  supplements to
     such Registration Statement and the prospectus used in connection with such
     Registration Statement as may be necessary to comply with the provisions of
     the Act with respect to the  disposition of all securities  covered by such
     Registration   Statement   and  notify  the   Holders  of  the  filing  and
     effectiveness  of  such  Registration   Statement  and  any  amendments  or
     supplements.

          iii)  Furnish  to each  Holder  such  numbers  of  copies of a current
     prospectus  conforming  with the  requirements  of the Act,  copies  of the
     Registration  Statement,  any  amendment  or  supplement  thereto  and  any
     documents  incorporated  by reference  therein and such other  documents as
     such Holder may reasonably  require in order to facilitate the  disposition
     of Registrable  Securities  owned by such Holder.



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<PAGE>
          iv) Register and qualify the securities  covered by such  Registration
     Statement  under  the  securities  or  "Blue  Sky"  laws  of  all  domestic
     jurisdictions;   provided  that  the  Company  shall  not  be  required  in
     connection therewith or as a condition thereto to qualify to do business or
     to file a general  consent to  service  of  process  in any such  states or
     jurisdictions.

          v) Notify each Holder  immediately  of the happening of any event (but
     not the  substance  or  details  of any  such  events  unless  specifically
     requested by a Holder) as a result of which the  prospectus  (including any
     supplements thereto or thereof) included in such Registration Statement, as
     then in effect,  includes an untrue  statement of material fact or omits to
     state a material  fact  required to be stated  therein or necessary to make
     the statements  therein not misleading in light of the  circumstances  then
     existing,  and use its best efforts to promptly  update and/or correct such
     prospectus.

          vi) Notify each Holder  immediately  of the issuance by the Commission
     or any state  securities  commission or agency of any stop order suspending
     the effectiveness of the Registration Statement or the threat or initiation
     of any proceedings for that purpose. The Company shall use its best efforts
     to prevent the issuance of any stop order and, if any stop order is issued,
     to obtain the lifting thereof at the earliest possible time.

          vii)  Permit  counsel  to  the  Holders  to  review  the  Registration
     Statement and all  amendments and  supplements  thereto within a reasonable
     period of time (but not less than 5 full  Trading  Days (as  defined in the
     Certificate))  prior to each  filing,  and shall not file any document in a
     form to  which  such  counsel  reasonably  objects  and  will  not  request
     acceleration  of the  Registration  Statement  without prior notice to such
     counsel. viii) List the Registrable Securities covered by such Registration
     Statement  with all  securities  exchange(s)  and/or  markets  on which the
     Common Stock is then listed and prepare and file any required  filings with
     the Nasdaq National  Market and Pacific  Exchange or any exchange or market
     where the Common Shares are traded.

          ix) Take all steps necessary to enable Holders to avail  themselves of
     the  prospectus  delivery  mechanism  set  forth in Rule 153 (or  successor
     thereto) under the Act.

     (b) Set forth below in this Section 2(b) are (I) events that may arise that
the Investors  consider will  interfere  with the full enjoyment of their rights
under this Agreement,  the Purchase Agreement,  the Warrants and the Certificate
(the  "Interfering  Events"),  and (II) certain  remedies  applicable in each of
these events.

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<PAGE>
     Paragraphs  (i) through (iv) of this Section 2(b) describe the  Interfering
Events,  provide a remedy to the  Investors if an  Interfering  Event occurs and
provide that the Investors may require that the Company  repurchase  outstanding
Preferred Shares and Warrants at a specified price if certain Interfering Events
are not timely cured.

     Paragraph (v) provides, inter alia, that if default adjustments required as
the  remedy in the case of certain of the  Interfering  Events are not  provided
when due,  the Company may be required by the  Investors  to redeem  outstanding
Preferred Shares and Warrants at a specified price.

     Paragraph (vi) provides,  inter alia,  that the Investors have the right to
specific performance.

     The preceding paragraphs in this Section 2(b) are meant to serve only as an
introduction to this Section 2(b), are for  convenience  only, and are not to be
considered in applying,  construing or interpreting  this Section 2(b). i) Delay
in Effectiveness of Registration Statement.

          (A) In the  event  that  such  Registration  Statement  has  not  been
     declared effective within 135 days from the Closing Date, or the Company at
     any time fails to issue  unlegended  Registrable  Securities as required by
     Article  VI of the  Purchase  Agreement,  then the  Company  shall pay each
     Holder a Monthly  Delay  Payment (as defined  below) for each 30-day period
     (or portion thereof) that  effectiveness  of the Registration  Statement is
     delayed  or  failure  to  issue  such  unlegended   Registrable  Securities
     persists. In addition to the foregoing,  if the Registration  Statement has
     not been declared  effective  within 210 days after the Closing Date,  then
     each Holder  shall have the right to sell,  at any time after the 210th day
     after the Closing Date, any or all of its Preferred  Shares and Warrants to
     the Company for consideration  (the "Mandatory  Repurchase Price") equal to
     (I) for the Preferred  Shares,  the greater of (x) 125% of the  Liquidation
     Preference of all such Preferred  Shares being sold to the Company,  or (y)
     the  Liquidation  Preference  for the  Preferred  Shares  being sold to the
     Company divided by the then applicable  Conversion  Price multiplied by the
     greater of the last  closing  price of the  Common  Stock on (i) the date a
     Holder  exercises  its  option  pursuant  to this  Section  2(b) to require
     repurchase  of  Preferred  Shares  or (ii)  the  date on  which  the  event
     triggering  Holder's  remedies under this Section 2(b) first  occurred,  in
     each case payable in cash and (II) for the Warrants, 125% of the product of
     (a) the difference between the greater of clauses (i) or (ii) above and the


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<PAGE>
     exercise  price of the  Warrants,  multiplied by (b) the number of Warrants
     being sold to the Company, payable in cash.

          (B) As used in this  Agreement,  a "Monthly  Delay Payment" shall be a
     cash payment  equal to 1% of the  Liquidation  Preference  of the Preferred
     Shares held by a Holder for the first  30-day  period (or portion  thereof)
     that the specified condition in this Section 2(b) has not been fulfilled or
     the specified  deficiency  has not been  remedied,  2% of such  Liquidation
     Preference  for the  next  30-day  period  (or  portion  thereof)  that the
     specified  condition  in this  Section  2(b) has not been  fulfilled or the
     specified  deficiency  has not been  remedied,  and 3% of such  Liquidation
     Preference  thereafter  for  each  subsequent  30-day  period  (or  portion
     thereof)  that the  specified  condition  in this Section 2(b) has not been
     fulfilled or the specified  deficiency  has not been remedied  (prorated in
     each case as  appropriate).  Payment  of the  Monthly  Delay  Payments  and
     Mandatory  Repurchase  Price shall be due and  payable  from the Company to
     such Holder within 5 business days of demand therefor. Without limiting the
     foregoing,  if cash payment of the Mandatory  Repurchase  Price is not made
     within such 5 business  day period,  the Holder may revoke and withdraw its
     election to cause the Company to make such  mandatory  purchase at any time
     prior to its  receipt of such cash.  At the option of the  Holder,  Monthly
     Delay Payments may be added to the Liquidation  Preference of the Preferred
     Shares held by it.

          (C)  Notwithstanding  the foregoing,  there shall be excluded from the
     calculation of the number of days that the  Registration  Statement has not
     been declared effective the delays which are solely  attributable to delays
     in  the  Investor  providing  information  required  for  the  Registration
     Statement.

     (ii) No Listing; Premium Price Redemption for Delisting of Class of Shares.

          (A) In the event  that the  Company  fails,  refuses  or for any other
     reason  is  unable  to cause  the  Registrable  Securities  covered  by the
     Registration  Statement  to be listed  with the  Pacific  Exchange  and the
     Nasdaq National Market or one of the other Approved  Markets (as defined in
     the Purchase  Agreement) at all times during the period ("Listing  Period")
     from the earlier of the effectiveness of the Registration Statement and the
     135th day  following  the Closing Date until such time as the  registration
     period specified in Section 5 terminates, then the Company shall provide to
     each  Holder a Monthly  Delay  Payment,  for each 30 day  period or portion


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<PAGE>
     thereof  during  which such  listing is not in effect.  In  addition to the
     foregoing,  following the 10th day that such listing is not in effect, each
     Holder  shall  have  the  right  to sell to the  Company  any or all of its
     Preferred  Shares and  Warrants  at the  Mandatory  Repurchase  Price.  The
     provisions of Section 2(b)(i)(B) shall apply to this Section 2(b)(ii)(A).

          (B) In the event that  shares of Common  Stock of the  Company are not
     listed on any of the Approved  Markets at all times  following  the Closing
     Date,  or are  otherwise  suspended  from  trading  and remain  unlisted or
     suspended  for 3 consecutive  days,  then the Company shall provide to each
     Holder a Monthly Delay  Payment for each 30-day  period or portion  thereof
     (appropriately  prorated)  during which such  listing is not in effect.  In
     addition to the foregoing, following the 5th day that the shares are not so
     listed or are otherwise suspended,  at the option of each Holder and to the
     extent such Holder so elects,  each Holder  shall have the right to sell to
     the Company the Preferred  Shares and the Warrants held by such Holder,  in
     whole or in part, for the Mandatory Repurchase Price on the terms set forth
     in Section 2(b)(i)(B) above.

     (iii)  Blackout  Periods.  In  the  event  any  Holder's  ability  to  sell
Registrable  Securities under the  Registration  Statement is suspended for more
than (i) five (5) consecutive days or (ii) twenty (20) days in any calendar year
("Suspension  Grace  Period"),  including  without  limitation  by reason of any
suspension or stop order with respect to the Registration  Statement or the fact
that an event has occurred as a result of which the  prospectus  (including  any
supplements  thereto)  included in such  Registration  Statement  then in effect
includes an untrue  statement of material fact or omits to state a material fact
required to be stated  therein or necessary to make the  statements  therein not
misleading in light of the circumstances then existing (a "Blackout"),  then the
Company  shall  provide to each Holder a Monthly  Delay  Payment for each 30-day
period or portion thereof (appropriately prorated) from and after the expiration
of the  Suspension  Grace Period,  on the terms set forth in Section  2(b)(i)(B)
above. In addition, at any time following the expiration of the Suspension Grace
Period if the Blackout  continues for more than five (5) additional  consecutive
days, a Holder shall have the right to sell to the Company its Preferred  Shares
and/or  Warrants in whole or in part for the Mandatory  Repurchase  Price on the
terms set forth in Section 2(b)(i)(B) above.

     (iv)  Redemption for Conversion  Deficiency.  In the event that the Company
does not have a  sufficient  number of Common  Shares  available  to satisfy the


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Company's  obligations  to any Holder upon  receipt of a  Conversion  Notice (as
defined in the  Certificate) or exercise of the Warrants or is otherwise  unable
or unwilling  for any reason to issue such Common  Shares (other than failure of
the Holder to comply with the  conversion  notice and delivery  requirements  of
Section 5 of the  Certificate)  (each, a  "Conversion/Exercise  Deficiency")  in
accordance with the terms of the  Certificate,  Purchase  Agreement and Warrants
for any reason after receipt of a Conversion  Notice or exercise notice from any
Holder,  then:

          (A) The Company  shall  provide to each Holder a Monthly Delay Payment
     for  each  30-day  period  or  portion  thereof  (appropriately   prorated)
     following the  Conversion/Exercise  Deficiency on all outstanding Preferred
     Shares and Warrants, on the terms set forth in Section 2(b)(i)(B) above.

          (B) At any time five days after the commencement of the running of the
     first 30-day period  described  above in clause (A) of this paragraph (iv),
     at the request of any Holder, the Company promptly shall purchase from such
     Holder,  for the Mandatory  Repurchase  Price and on the terms set forth in
     Section  2(b)(i)(B) above, any and all outstanding  Preferred Shares and/or
     Warrants,  if the failure to issue Common Shares results from the lack of a
     sufficient number thereof and shall purchase all of such Holder's Preferred
     Shares and/or Warrants (or such portion  requested by such Holder) for such
     consideration  and on such  terms if the  failure  to issue  Common  Shares
     results from any other cause, or is without cause.

          (C) The  Holder  shall  have the right to  withdraw  any  request  for
     redemption  hereunder  at any time prior to its  receipt  of the  Mandatory
     Repurchase Price.

     (v) Mandatory Purchase Price for Defaults.

          (A) The Company acknowledges that any failure, refusal or inability by
     the  Company  to  perform  the  obligations   described  in  the  foregoing
     paragraphs  (i) through (iv) will cause the Holders to suffer damages in an
     amount that will be difficult to ascertain,  including  without  limitation
     damages resulting from the loss of liquidity in the Registrable  Securities
     and  the  additional  investment  risk in  holding  the  Preferred  Shares,
     Warrants and Registrable Securities.  Accordingly, the parties agree, after
     consulting  with  counsel,  that  it is  appropriate  to  include  in  this
     Agreement the foregoing provisions for Monthly Delay Payments and mandatory


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     redemptions  in order to  compensate  the  Holders  for such  damages.  The
     parties acknowledge and agree that the Monthly Delay Payments and mandatory
     redemptions  set forth above  represent  the parties'  good faith effort to
     quantify such damages and, as such,  agree that the form and amount of such
     payments and mandatory redemptions are reasonable and will not constitute a
     penalty.

          (B) In the  event  that the  Company  fails to pay any  Monthly  Delay
     Payment within 5 business days of demand  therefor,  each Holder shall have
     the right to sell to the Company any or all of its Preferred  Shares and/or
     Warrants  at the  Mandatory  Repurchase  Price on the  terms  set  forth in
     Section 2(b)(i)(B) above.

          (C) The  Holder  shall  have the right to  withdraw  any  request  for
     redemption  hereunder  at any time prior to its  receipt  of the  Mandatory
     Repurchase Price.

     (vi)  Cumulative  Remedies.   The  Monthly  Delay  Payments  and  mandatory
purchases provided for above are in addition to and not in lieu or limitation of
any other  rights the  Holders  may have at law, in equity or under the terms of
the  Certificate,  the Purchase  Agreement,  the  Warrants  and this  Agreement,
including without limitation the right to monetary contract damages and specific
performance.  Each Holder shall be entitled to specific  performance  of any and
all obligations of the Company in connection with the registration rights of the
Holders hereunder.

     (vii) Remedies for Registrable Securities. In any case in which a Holder of
Preferred  Shares  and/or  Warrants  has the right to cause the  purchase of its
securities  under this Section  2(b),  it shall also have the right to cause the
purchase of the Registrable  Securities that it owns, in whole or in part at the
Holder's option, as follows:  such shares shall be purchased at a price ("Common
Purchase Price") equal to the Mandatory Repurchase Price of the Preferred Shares
which were  converted  into Common Shares or Warrants  which were  exercised for
Common Shares.

     In the case in which a Holder of  Preferred  Shares or Warrants  would have
the right to receive Monthly Delay Payments with respect to Preferred  Shares or
Warrants  under Section  2(b), it shall also have the right to receive  payments
with respect to Registrable  Securities  owned by it in an amount at the rate of
the Monthly Delay  Payments  that would have applied to the Preferred  Shares or
Warrants converted into or exercised for Common Shares had such Preferred Shares
or Warrants not been  converted or  exercised.

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<PAGE>
     (c) If the Holder(s)  intend to distribute  the  Registrable  Securities by
means of an  underwriting,  the Holder(s) shall so advise the Company.  Any such
underwriting  may only be  administered  by nationally or regionally  recognized
investment bankers reasonably satisfactory to the Company.

     (d) The Company shall enter into such  customary  agreements  for secondary
offerings (including a customary  underwriting agreement with the underwriter or
underwriters,  if any) and take all such  other  reasonable  actions  reasonably
requested  by the  Holders  in  connection  therewith  in order to  expedite  or
facilitate  the  disposition  of  such   Registrable   Securities  and  in  such
connection, whether or not an underwriting agreement is entered into and whether
or not the Registrable Securities are to be sold in an underwritten offering:

          i) make such  representations  and  warranties  to the Holders and the
     underwriter or  underwriters,  if any, in form,  substance and scope as are
     customarily made by issuers to underwriters in secondary offerings;

          ii) cause to be delivered to the sellers of Registrable Securities and
     the underwriter or underwriters, if any, opinions of independent counsel to
     the  Company,  on and dated as of the  effective  day (or in the case of an
     underwritten  offering,  dated  the  date of  delivery  of any  Registrable
     Securities sold pursuant thereto) of the Registration Statement, and within
     ninety (90) days  following the end of each fiscal year  thereafter,  which
     counsel and opinions (in form,  scope and  substance)  shall be  reasonably
     satisfactory  to the  Holders  and the  underwriter(s),  if any,  and their
     counsel  and  covering,  without  limitation,   such  matters  as  the  due
     authorization   and  issuance  of  the  securities   being  registered  and
     compliance  with  securities  laws by the  Company in  connection  with the
     authorization, issuance and registration thereof and other matters that are
     customarily given to underwriters in underwritten  offerings,  addressed to
     the Holders and each underwriter, if any;

          iii) cause to be delivered,  immediately prior to the effectiveness of
     the Registration  Statement (and, in the case of an underwritten  offering,
     at the  time  of  delivery  of any  Registrable  Securities  sold  pursuant
     thereto),  and at the beginning of each fiscal year following a year during
     which the Company's  independent  certified public  accountants  shall have
     reviewed any of the Company's books or records, a "comfort" letter from the
     Company's  independent  certified  public  accountants  addressed  to  each
     underwriter,  if any, stating that such accountants are independent  public
     accountants  within the meaning of the  Securities  Act and the  applicable
     published rules and regulations thereunder, and otherwise in customary form
     and covering  such  financial  and  accounting  matters as are  customarily
     covered  by  letters  of  the  independent   certified  public  accountants
     delivered in connection with secondary  offerings;  such accountants  shall


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<PAGE>
     have  undertaken  in each such  letter to update the same  during each such
     fiscal year in which such books or records are being  reviewed so that each
     such letter shall remain  current,  correct and  complete  throughout  such
     fiscal  year;  and each such letter and update  thereof,  if any,  shall be
     reasonably  satisfactory  to  such  underwriters;

          iv) if an  underwriting  agreement  is  entered  into,  the same shall
     include customary  indemnification and contribution  provisions to and from
     the underwriters and procedures for secondary underwritten offerings; and

          v)  deliver  such  documents  and  certificates  as may be  reasonably
     requested by the Holders of the  Registrable  Securities  being sold or the
     managing  underwriter or underwriters,  if any, to evidence compliance with
     clause  (i)  above  and  with any  customary  conditions  contained  in the
     underwriting agreement, if any.

     (e) The  Company  shall  make  available  for  inspection  by the  Holders,
representative(s) of all the Holders together, any underwriter  participating in
any  disposition  pursuant  to a  Registration  Statement,  and any  attorney or
accountant  retained  by any  Holder or  underwriter,  all  financial  and other
records customary for purposes of the Holders' due diligence  examination of the
Company and review of any Registration Statement,  all SEC Documents (as defined
in the Purchase Agreement) filed subsequent to the Closing,  pertinent corporate
documents  and  properties  of the Company,  and cause the  Company's  officers,
directors and employees to supply all  information  reasonably  requested by any
such representative, underwriter, attorney or accountant in connection with such
Registration   Statement,   provided  that  such  parties  agree  to  keep  such
information  confidential.

     (f) Subject to Section  2(b) above,  the Company may suspend the use of any
prospectus used in connection with the Registration Statement only in the event,
and for such period of time as, such a  suspension  is required by the rules and
regulations  of the  Commission.  The Company will use its best efforts to cause
such suspension to terminate at the earliest possible date.

     (g) The Company  shall file a  Registration  Statement  with respect to any
newly authorized  and/or reserved  Registrable  Securities  consisting of Common
Shares  described  in clause (i) of the  definition  of  Registrable  Securities
within five (5) business days of any stockholders  meeting  authorizing same and
shall  use its best  efforts  to cause  such  Registration  Statement  to become
effective within sixty (60) days of such  stockholders  meeting.  If the Holders
become entitled,  pursuant to an event described in clause (ii) and (iii) of the
definition of  Registrable  Securities,  to receive any securities in respect of
Registrable Securities that were already included in a Registration Statement,


                                       11
<PAGE>
subsequent to the date such Registration  Statement is declared  effective,  and
the Company is unable under the  securities  laws to add such  securities to the
then  effective  Registration  Statement,  the Company shall  promptly  file, in
accordance  with the  procedures  set forth herein,  an additional  Registration
Statement with respect to such newly Registrable  Securities.  The Company shall
use its best efforts to (i) cause any such  additional  Registration  Statement,
when filed,  to become  effective  under the Securities  Act, and (ii) keep such
additional  Registration  Statement  effective  during the period  described  in
Section 5 below and cause such Registration Statement to become effective within
30 days of that date that the need to file the Registration Statement arose. All
of the registration  rights and remedies under this Agreement shall apply to the
registration of such newly reserved shares and such new Registrable  Securities,
including without  limitation the provisions  providing for default payments and
mandatory redemptions contained herein.

     3. Expenses of Registration.  All Registration  Expenses in connection with
any registration, qualification or compliance with registration pursuant to this
Agreement  shall be borne by the Company,  and all Selling  Expenses of a Holder
shall be borne by such Holder.

     4.  Registration  on Form S-3.  The Company  shall use its best  efforts to
remain  qualified for  registration  on Form S-3 or any  comparable or successor
form or forms,  or in the event that the Company is ineligible to use such form,
such form as the Company is eligible to use under the Securities  Act,  provided
that if such other form is used,  the Company shall convert such other form to a
Form S-3 as soon as the Company becomes so eligible.

     5.  Registration  Period.  In the case of the registration  effected by the
Company  pursuant to this  Agreement,  the Company shall keep such  registration
effective  until  the  later  of (a) the  date on  which  all the  Holders  have
completed  the sales or  distribution  described in the  Registration  Statement
relating thereto or, if earlier,  until such Registrable  Securities may be sold
by the Holders under Rule 144(k) (provided that the Company's transfer agent has
accepted an instruction from the Company to such effect), or (b) the third (3rd)
anniversary of the Closing Date.

     6. Indemnification.

     (a) Company Indemnity.  The Company will indemnify each Holder, each of its
officers,  directors,  agents and partners,  and each person controlling each of
the  foregoing,  within the meaning of Section 15 of the  Securities Act and the
rules  and   regulations   thereunder   with  respect  to  which   registration,
qualification  or compliance has been effected  pursuant to this Agreement,  and
each  underwriter,  if any, and each person who controls,  within the meaning of
Section 15 of the Securities Act and the rules and regulations  thereunder,  any
underwriter,  against all claims, losses, damages and liabilities (or actions in
respect  thereof)  arising out of or based on any untrue  statement  (or alleged
untrue  statement)  of a material  fact  contained in any  prospectus,  offering
circular  or other  document  (including  any  related  registration  statement,
notification or the like) incident to any such  registration,  qualification  or
compliance,  or based on any omission (or alleged  omission) to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein not misleading in light of the circumstances under which they were made,


                                       12
<PAGE>
or any violation by the Company of the  Securities  Act or any state  securities
law or in either  case,  any rule or  regulation  thereunder  applicable  to the
Company and relating to action or inaction required of the Company in connection
with any such registration, qualification or compliance, and will reimburse each
Holder, each of its officers,  directors,  agents and partners,  and each person
controlling  each of the foregoing,  each such  underwriter  and each person who
controls any such underwriter,  for any legal and any other expenses  reasonably
incurred in connection with  investigating  and defending any such claim,  loss,
damage, liability or action, provided that the Company will not be liable in any
such case to a Holder to the extent that any such claim, loss, damage, liability
or expense  arises out of or is based on any untrue  statement or omission based
upon  written  information  furnished  to the  Company  by  such  Holder  or the
underwriter (if any) therefor and stated to be specifically for use therein. The
indemnity  agreement  contained  in this Section 6(a) shall not apply to amounts
paid in settlement of any such loss, claim, damage,  liability or action if such
settlement is effected  without the consent of the Company  (which  consent will
not be unreasonably withheld).

     (b) Holder  Indemnity.  Each Holder will,  severally  and not  jointly,  if
Registrable  Securities  held by it are included in the  securities  as to which
such registration,  qualification or compliance is being effected, indemnify the
Company,  each  of its  directors,  officers,  agents  and  partners,  and  each
underwriter,  if any, of the Company's securities covered by such a registration
statement,  each person who controls the Company or such underwriter  within the
meaning  of  Section  15 of the  Securities  Act and the rules  and  regulations
thereunder,  each other Holder (if any), and each of their  officers,  directors
and  partners,  and each person  controlling  such other  Holder(s)  against all
claims,  losses, damages and liabilities (or actions in respect thereof) arising
out of or based on any untrue  statement  (or  alleged  untrue  statement)  of a
material fact contained in any such registration statement, prospectus, offering
circular or other  document,  or any  omission  (or alleged  omission)  to state
therein a material fact  required to be stated  therein or necessary to make the
statement therein not misleading in light of the circumstances  under which they
were made,  and will  reimburse  the Company and such other  Holder(s) and their
directors, officers and partners,  underwriters or control persons for any legal
or any other expenses  reasonably  incurred in connection with investigating and
defending any such claim, loss, damage, liability or action, in each case to the
extent,  but only to the extent,  that such untrue  statement (or alleged untrue
statement)  or  omission  (or  alleged  omission)  is made in such  registration
statement,  prospectus, offering circular or other document in reliance upon and
in conformity with written  information  furnished to the Company by such Holder
and stated to be  specifically  for use therein,  and provided  that the maximum
amount for which such  Holder  shall be liable  under this  indemnity  shall not
exceed the net proceeds received by such Holder from the sale of the Registrable
Securities  pursuant to the  registration  statement in question.  The indemnity
agreement  contained  in this  Section  6(b) shall not apply to amounts  paid in
settlement of any such claims, losses, damages or liabilities if such settlement
is  effected  without the consent of such  Holder  (which  consent  shall not be
unreasonably withheld).

     (c) Procedure.  Each party entitled to indemnification under this Section 6
(the  "Indemnified  Party")  shall give notice to the party  required to provide


                                       13
<PAGE>
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim in any
litigation  resulting  therefrom,  provided  that  counsel for the  Indemnifying
Party,  who shall conduct the defense of such claim or any litigation  resulting
therefrom,  shall be approved by the Indemnified Party (whose approval shall not
be unreasonably  withheld),  and the  Indemnified  Party may participate in such
defense  at its own  expense,  and  provided  further  that the  failure  of any
Indemnified  Party to give  notice as  provided  herein  shall not  relieve  the
Indemnifying  Party of its obligations under this Section 6 except to the extent
that the Indemnifying Party is materially and adversely affected by such failure
to provide notice.  No  Indemnifying  Party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement  which does not include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party of a release  from all  liability in respect to such claim or
litigation. Each Indemnified Party shall furnish such non-privileged information
regarding  itself  or  the  claim  in  question  as an  Indemnifying  Party  may
reasonably request in writing and as shall be reasonably  required in connection
with the defense of such claim and litigation resulting therefrom.

     7. Contribution. If the indemnification provided for in Section 6 herein is
unavailable to the Indemnified Parties in respect of any losses, claims, damages
or  liabilities  referred  to herein  (other  than by  reason of the  exceptions
provided  therein),  then each such Indemnifying  Party, in lieu of indemnifying
such Indemnified  Party,  shall contribute to the amount paid or payable by such
Indemnified Party as a result of such losses,  claims, damages or liabilities as
between  the  Company  on the one  hand and any  Holder  on the  other,  in such
proportion as is appropriate to reflect the relative fault of the Company and of
such Holder in connection  with the  statements or omissions  which  resulted in
such  losses,  claims,  damages or  liabilities,  as well as any other  relevant
equitable considerations.  The relative fault of the Company on the one hand and
of any Holder on the other shall be  determined  by  reference  to,  among other
things,  whether the untrue or alleged  untrue  statement of a material  fact or
omission or alleged  omission to state a material  fact  relates to  information
supplied by the Company or by such Holder.

     In no event shall the  obligation of any  Indemnifying  Party to contribute
under this Section 7 exceed the amount that such  Indemnifying  Party would have
been obligated to pay by way of indemnification if the indemnification  provided
for  under   Section  6(a)  or  6(b)  hereof  had  been   available   under  the
circumstances.

     The Company and the Holders  agree that it would not be just and  equitable
if  contribution  pursuant  to  this  Section  7 were  determined  by  pro  rata
allocation (even if the Holders or the  underwriters  were treated as one entity
for such  purpose)  or by any other  method of  allocation  which  does not take
account of the equitable considerations referred to in the immediately preceding
paragraphs.  The amount paid or payable by an  Indemnified  Party as a result of
the losses,  claims,  damages  and  liabilities  referred to in the  immediately


                                       14
<PAGE>
preceding paragraphs shall be deemed to include,  subject to the limitations set
forth above, any legal or other expenses reasonably incurred by such Indemnified
Party in connection  with  investigating  or defending any such action or claim.
Notwithstanding  the provisions of this section,  no Holder or underwriter shall
be required to contribute any amount in excess of the amount by which (i) in the
case of any Holder,  the net  proceeds  received by such Holder from the sale of
Registrable  Securities  pursuant to the  registration  statement in question or
(ii) in the case of an  underwriter,  the total  price at which the  Registrable
Securities  purchased  by it and  distributed  to the public were offered to the
public exceeds,  in any such case, the amount of any damages that such Holder or
underwriter  has  otherwise  been  required  to pay by reason of such  untrue or
alleged untrue  statement or omission or alleged  omission.  No person guilty of
fraudulent  misrepresentation  (within  the  meaning  of  Section  11(f)  of the
Securities  Act) shall be entitled to  contribution  from any person who was not
guilty of such fraudulent misrepresentation.

     8.  Survival.  The  indemnity  and  contribution  agreements  contained  in
Sections 6 and 7 and the  representations and warranties of the Company referred
to in  Section  2(d)(i)  shall  remain  operative  and in full  force and effect
regardless of (i) any termination of this Agreement or the Purchase Agreement or
any underwriting  agreement,  (ii) any investigation made by or on behalf of any
Indemnified Party or by or on behalf of the Company,  and (iii) the consummation
of the sale or successive resales of the Registrable Securities.

     9.  Information  by Holders.  Each Holder shall furnish to the Company such
information  regarding such Holder and the distribution  and/or sale proposed by
such  Holder as the Company  may  reasonably  request in writing and as shall be
reasonably  required  in  connection  with any  registration,  qualification  or
compliance  referred to in this  Agreement.  The  intended  method or methods of
disposition and/or sale (Plan of Distribution) of such securities as so provided
by such  Investor  shall be  included  without  alteration  in the  Registration
Statement  covering the Registrable  Securities and shall not be changed without
written consent of such Holder.

     10. Replacement  Certificates.  The certificate(s)  representing the Common
Shares held by any Investor  (or then Holder) may be exchanged by such  Investor
(or  such  Holder)  at any time and  from  time to time  for  certificates  with
different denominations representing an equal aggregate number of Common Shares,
as reasonably  requested by such Investor (or such Holder) upon surrendering the
same.  No service  charge  will be made for such  registration  or  transfer  or
exchange. Upon receipt by the Corporation of evidence reasonably satisfactory to
it of the loss, theft, destruction or mutilation of any certificate representing
the Preferred Shares or the Warrants,  or the underlying Common Shares of any of
the  foregoing,  and, in the case of loss,  theft or  destruction,  of indemnity
reasonably  satisfactory  to it,  or upon  surrender  and  cancellation  of such
certificate  if  mutilated,   the  Corporation  will  make  and  deliver  a  new
certificate of like tenor and dated as of such  cancellation at no charge to the
holder.

     11.  Transfer or  Assignment.  Except as otherwise  provided  herein,  this
Agreement  shall be binding  upon and inure to the  benefit of the  parties  and
their  successors and permitted  assigns.  The rights granted to the Investor by


                                       15
<PAGE>
the Company  under this  Agreement to cause the Company to register  Registrable
Securities  may be transferred or assigned (in whole or in part) to a transferee
or assignee of Preferred  Shares,  Warrants or Registrable  Securities,  and all
other rights granted to the Investor by the Company hereunder may be transferred
or assigned to any transferee or assignee of any Preferred  Shares,  Warrants or
Registrable  Securities;  provided in each case that the  Company  must be given
written notice by the Investor at the time of or within a reasonable  time after
said transfer or assignment,  stating the name and address of said transferee or
assignee and identifying the securities with respect to which such  registration
rights  are  being  transferred  or  assigned;  and  provided  further  that the
transferee  or  assignee  of such  rights  agrees in  writing to be bound by the
registration provisions of this Agreement.

     12. Miscellaneous.

     (a)  Remedies.  The Company  and the  Investor  acknowledge  and agree that
irreparable  damage would occur in the event that any of the  provisions of this
Agreement  were not performed in accordance  with their  specific  terms or were
otherwise breached.  It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent or cure breaches of the provisions of
this Agreement and to enforce specifically the terms and provisions hereof, this
being in  addition  to any other  remedy to which any of them may be entitled by
law or equity.

     (b)  Jurisdiction.  Each  of  the  Company  and  the  Investor  (i)  hereby
irrevocably submits to the exclusive  jurisdiction of the United States District
Court,  the New York State courts and other courts of the United States  sitting
in the Borough of Manhattan, New York County, New York State for the purposes of
any suit, action or proceeding  arising out of or relating to this Agreement and
(ii)  hereby  waives,  and  agrees  not to  assert  in any such  suit  action or
proceeding,  any claim that it is not personally  subject to the jurisdiction of
such court,  that the suit,  action or proceeding is brought in an  inconvenient
forum or that the  venue of the suit,  action or  proceeding  is  improper.  The
Company  and the  Investor  consent  to process  being  served in any such suit,
action or  proceeding  by mailing a copy thereof to such party at the address in
effect for notices to it under this Agreement and agrees that such service shall
constitute good and sufficient service of process and notice thereof. Nothing in
this  paragraph  shall  affect or limit any right to serve  process in any other
manner permitted by law.

     (c) Notices. Any notice or other communication  required or permitted to be
given hereunder shall be in writing by facsimile,  mail or personal delivery and
shall be effective  upon actual  receipt of such notice.  The addresses for such
communications shall be:


                                       16
<PAGE>
                  to the Company:

                           GenesisIntermedia.com, Inc.
                           5805 Sepulveda Boulevard
                           Van Nuys, CA  91411
                           Telephone:       (818) 902-4100
                           Facsimile:       (818) 902-4301
                           Attention: Ramy El-Batrawi

                  with a copy to:

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

                  to the Investor:

                           Elliott Associates, L.P.
                           c/o Stonington Management Corporation
                           712 Fifth Avenue
                           New York, New York  10019
                           Telephone:       212-506-2999
                           Facsimile:       212-974-2093 and (212) 586-9467
                           Attention:       Brett Cohen

                           and

                           Westgate International, L.P.
                           c/o Stonington Management Corporation
                           712 Fifth Avenue
                           New York, New York  10019
                           Telephone:       212-506-2999
                           Facsimile:       212-974-2093 and (212) 586-9467
                           Attention:       Brett Cohen

                  with a copy to:

                           Kleinberg, Kaplan, Wolff & Cohen, P.C.
                           551 Fifth Avenue, 18th Floor
                           New York, New York 10176
                           Telephone:       212-986-6000
                           Facsimile:       212-986-8866
                           Attention:       Stephen M. Schultz


                                       17
<PAGE>
Any party  hereto may from time to time change its address for notices by giving
at least five days' written notice of such changed  address to the other parties
hereto.

     (d)  Indemnity.  Each party shall  indemnify  each other party  against any
loss,  cost or damages  (including  reasonable  attorney's  fees)  incurred as a
result of such  parties'  breach of any  representation,  warranty,  covenant or
agreement in this Agreement,  including,  without limitation, any enforcement of
this indemnity.

     (e)  Waivers.  No waiver by any party of any  default  with  respect to any
provision,  condition or requirement  of this Agreement  shall be deemed to be a
continuing waiver in the future or a waiver of any other provision, condition or
requirement hereof, nor shall any delay or omission of any party to exercise any
right  hereunder in any manner impair the exercise of any such right accruing to
it  thereafter.  The  representations  and  warranties  and the  agreements  and
covenants of the Company and each  Investor  contained  herein shall survive the
Closing.

     (f) Execution in Counterpart. This Agreement may be executed in two or more
counterparts,  all of which shall be considered one and the same  agreement,  it
being understood that all parties need not sign the same counterpart.

     (g)  Signatures.  Facsimile  signatures  shall be valid and binding on each
party submitting the same.

     (h) Entire Agreement; Amendment. This Agreement, together with the Purchase
Agreement,  the  Certificate,  the Warrants  and the  agreements  and  documents
contemplated hereby and thereby, contains the entire understanding and agreement
of the  parties,  and may not be  amended,  modified or  terminated  except by a
written agreement signed by the Company plus the Holders of 75% of the Preferred
Shares issued under the Purchase  Agreement to that date;  provided that for the
purposes of this Section  12(h) the Holders of Common  Shares still  entitled to
registration  rights under this  Agreement will be deemed to still be Holders of
that number of Preferred  Shares which were converted into such number of Common
Shares issued upon conversion which are still held by them.

     (i) Governing Law. This  Agreement and the validity and  performance of the
terms hereof shall be governed by and construed in  accordance  with the laws of
the State of New York  applicable  to  contracts  executed  and to be  performed
entirely  within such  state,  except to the extent that the law of the State of
Delaware regulates the Company's issuance of securities.

     (j) Jury Trial. EACH PARTY HERETO WAIVES THE RIGHT TO A TRIAL BY JURY.

     (k) Titles. The titles used in this Agreement are used for convenience only
and are not to be considered in construing or interpreting this Agreement.

                                       18
<PAGE>

     (l) No Strict  Construction.  The language used in this  Agreement  will be
deemed to be the language  chosen by the parties to express their mutual intent,
and no rule of strict construction will be applied against any party.

                            [Signature Page Follows]


                                       19
<PAGE>

     In Witness  Whereof,  the parties  hereto have caused this  Agreement to be
duly executed as of the date first above written.


                                    GENESISINTERMEDIA.COM, INC.



                                    By: ______________________________
                                         Name:   Ramy El-Batrawi
                                         Title:  President



                                    WESTGATE INTERNATIONAL, L.P.
                                    By: MARTLEY INTERNATIONAL, INC., as
                                          attorney-in-fact



                                     By: ____________________________
                                            Name:    Paul E. Singer
                                            Title:   President


                                    ELLIOTT ASSOCIATES, L.P.



                                    By:______________________________
                                         Name:   Paul E. Singer
                                         Title:  General Partner