SECURITIES PURCHASE AGREEMENT


     SECURITIES  PURCHASE  AGREEMENT  ("Agreement")  dated as of April __,  2000
between GenesisIntermedia.com, Inc., a Delaware corporation (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,  the Company  desires to sell and issue to the  Investor,  and the
Investor  wishes to purchase  from the Company,  an aggregate of 4,000 shares of
the  Company's  Series B Cumulative  Convertible  Preferred  Stock,  liquidation
preference  $1,000 per share (all of such shares being the "Preferred  Shares"),
having the rights,  designations and preferences set forth in the Certificate of
Designations (the  "Certificate") in the form of Exhibit A attached hereto,  and
Warrants  (the  "Warrants"),  in the form of Exhibit B to  attached  hereto,  to
purchase Common Shares (as defined below), on the terms and conditions set forth
herein; and

     Whereas,  the Preferred  Shares will be  convertible  into shares  ("Common
Shares") of common stock,  par value $0.001,  of the Company  ("Common  Stock"),
pursuant  to  the  terms  of  the  Certificate,   and  the  Investor  will  have
registration  rights with respect to the Common Shares  issuable upon conversion
of the Preferred  Shares and exercise of the Warrants,  pursuant to the terms of
that  certain  Registration  Rights  Agreement  to be entered  into  between the
Company  and  the  Investor  substantially  in the  form  of  Exhibit  C  hereto
("Registration Rights Agreement");

     Now,  Therefore,  in  consideration  of  the  foregoing  premises  and  the
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

                                   Article I

                     Purchase and Sale of Preferred Shares

     Section 1.1 Issuance of Preferred  Shares and Warrants.  Upon the following
terms and conditions,  the Company shall issue and sell to the Investor, and the
Investor  shall  purchase from the Company,  the number of Preferred  Shares and
Warrants indicated next to the Investor's name on Schedule I attached hereto.

     Section 1.2 Purchase Price. The purchase price for the Preferred Shares and
Warrants to be acquired by the  Investor  (the  "Purchase  Price")  shall be the
Purchase Price set forth next to the Investor's name on Schedule I.

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     Section 1.3 The Closing.

     (a) Timing.  Subject to the  fulfillment  or waiver of the  conditions  set
forth in Article V hereof,  the  purchase and sale of the  Preferred  Shares and
Warrants  shall  take  place at a closing  (the  "Closing"),  on or about  April
______,  2000 or such other date as the  Investor and the Company may agree upon
(the "Closing Date").

     (b) Form of Payment.  Each  Investor  shall pay their  respective  purchase
price for the  Preferred  Shares and Warrants by wire transfer to the account or
accounts  designated  by  the  Company  upon  delivery  by  the  Company  to the
Investors'  counsel of the  applicable  Preferred  Shares and  Warrants and upon
satisfaction  of the other  conditions to the Closing.  In addition,  each party
shall deliver all documents,  instruments and writings  required to be delivered
by such party pursuant to this Agreement at or prior to the Closing.

                                   Article II

                         Representations and Warranties

     Section 2.1  Representations  and  Warranties  of the Company.  The Company
hereby makes the following  representations and warranties to the Investor as of
the date hereof and the Closing Date:

     (a) Organization and Qualification; Material Adverse Effect. The Company is
a corporation duly  incorporated and existing in good standing under the laws of
the  State  of  Delaware  and  has  the  requisite  corporate  power  to own its
properties and to carry on its business as now being conducted. The Company does
not have any subsidiaries other than the subsidiaries  listed on Schedule 2.1(a)
attached hereto  ("Subsidiaries").  Except where  specifically  indicated to the
contrary,  all references in this Agreement to  subsidiaries  shall be deemed to
refer to all direct and indirect  subsidiaries  of the  Company.  The Company is
duly  qualified as a foreign  corporation to do business and is in good standing
in every  jurisdiction in which the nature of the business conducted or property
owned by it makes  such  qualification  necessary  other than those in which the
failure  so to  qualify  would not have a  Material  Adverse  Effect.  "Material
Adverse   Effect"  means  any  adverse  effect  on  the  business,   operations,
properties,   prospects   or   financial   condition  of  the  Company  and  its
subsidiaries,  if any,  and which is (either  alone or  together  with all other
adverse effects) material to the Company and its Subsidiaries,  if any, taken as
a whole, and any material adverse effect on the transactions  contemplated under
this Agreement,  the Certificate and the Registration  Rights Agreement,  or any
other agreement or document contemplated hereby or thereby.

     (b) Authorization; Enforcement. (i) The Company has all requisite corporate
power and authority to enter into and perform this Agreement,  the  Certificate,
the  Registration  Rights  Agreement,  the  Warrants  and the  Escrow  Agreement
("Transaction  Documents") and to issue the Preferred Shares and the Warrants in
accordance  with the terms  hereof,  (ii) the  execution  and  delivery  of this
Agreement,  the  Registration  Rights  Agreement,  the  Warrants  and the Escrow
Agreement  by  the  Company  and  the  consummation  by it of  the  transactions
contemplated hereby and thereby,  including the issuance of the Preferred Shares
and Warrants and the resolutions  contained in the  Certificate,  have been duly

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authorized  by all  necessary  corporate  action,  and  no  further  consent  or
authorization  of the Company or its Board of  Directors  (or any  committee  or
subcommittee  thereof) or  stockholders is required,  (iii) this Agreement,  the
Registration  Rights Agreement,  the Warrants and the Escrow Agreement have been
duly  executed  and  delivered  by  the  Company,   (iv)  this  Agreement,   the
Certificate,  the  Registration  Rights  Agreement,  the Warrants and the Escrow
Agreement  constitute valid and binding  obligations of the Company  enforceable
against  the  Company  in  accordance  with  their  terms,  except  (A) as  such
enforceability   may  be   limited   by   applicable   bankruptcy,   insolvency,
reorganization,   moratorium,  liquidation  or  similar  laws  relating  to,  or
affecting  generally the  enforcement  of  creditors'  rights and remedies or by
other  equitable  principles of general  application,  and (B) to the extent the
indemnification  provisions  contained in this  Agreement  and the  Registration
Rights  Agreement may be limited by applicable  federal or state securities laws
and (v) the Preferred  Shares,  the Warrants and the Common Shares issuable upon
the  conversion  and/or  exercise  thereof have been duly  authorized  and, upon
issuance  thereof and  payment  therefor  in  accordance  with the terms of this
Agreement,  the Preferred  Shares,  the Warrants and the Common Shares  issuable
upon the conversion  and/or exercise thereof will be validly issued,  fully paid
and   non-assessable,   free  and  clear  of  any  and  all  liens,  claims  and
encumbrances.

     (c) Capitalization.  As of the date hereof, the authorized capital stock of
the Company  consists of (i) 25,000,000  shares of Common Stock,  of which as of
the date hereof, [5,299,600] shares are issued and outstanding, _________ shares
are issuable and reserved for issuance  pursuant to the  Company's  stock option
and purchase  plans and _________  shares are issuable and reserved for issuance
pursuant to securities  exercisable or  exchangeable  for, or convertible  into,
shares of Common Stock,  and (ii) 5,000,000  shares of preferred stock, of which
as of the date hereof no shares  designated  as Series A  Convertible  Preferred
Stock are issued and outstanding and 4,000 preferred shares have been designated
as Series B Cumulative  Convertible  Preferred  Stock.  All of such  outstanding
shares have been,  or upon  issuance  will be,  validly  issued,  fully paid and
nonassessable.  As of the date hereof,  except as disclosed in Schedule  2.1(c),
(i) no shares of the Company's capital stock are subject to preemptive rights or
any other similar rights or any liens or  encumbrances  suffered or permitted by
the Company,  (ii) there are no outstanding debt securities,  (iii) there are no
outstanding  options,   warrants,  scrip,  rights  to  subscribe  to,  calls  or
commitments  of any  character  whatsoever  relating to, or securities or rights
convertible  into,  any  shares of  capital  stock of the  Company or any of its
Subsidiaries, or contracts, commitments, understandings or arrangements by which
the  Company  or  any of  its  Subsidiaries  is or may  become  bound  to  issue
additional  shares of capital stock of the Company or any of its Subsidiaries or
options,  warrants,  scrip,  rights to subscribe to, calls or commitments of any
character  whatsoever relating to, or securities or rights convertible into, any
shares of capital  stock of the Company or any of its  Subsidiaries,  (iv) there
are  no  agreements  or  arrangements  under  which  the  Company  or any of its
Subsidiaries is obligated to register the sale of any of their  securities under
the Securities Act of 1933, as amended  ("Securities Act" or "1933 Act") (except
the Registration  Rights Agreement,  (v) there are no outstanding  securities of
the Company or any of its  Subsidiaries  which contain any redemption or similar
provisions,  and  there  are  no  contracts,   commitments,   understandings  or
arrangements  by which the Company or any of its  Subsidiaries  is or may become
bound to redeem a security of the Company or any of its Subsidiaries, (vi) there
are no securities or instruments containing  anti-dilution or similar provisions
that will be triggered by the issuance of the  Preferred  Shares or the Warrants
as described in this  Agreement,  the  Certificate or the Warrants and (vii) the

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Company does not have any stock appreciation  rights or "phantom stock" plans or
agreements  or any similar plan or  agreement.  The Company has furnished to the
Investor true and correct copies of the Company's  Certificate of Incorporation,
as  amended  and  as  in  effect  on  the  date  hereof  (the   "Certificate  of
Incorporation"), and the Company's By-laws, as in effect on the date hereof (the
"By-laws"),  and the terms of all securities convertible or exchangeable into or
exercisable  for Common Stock and the material  rights of the holders thereof in
respect thereto.  All restrictions  upon the shares of Common Stock contained in
Article  FOURTH,  Sections  B(1)(b),   B(1)(c)  and  B(1)(d)  of  the  Company's
Certificate of Incorporation  have lapsed and are of no further force and effect
pursuant to Article FOURTH,  Section  B(1)(f)(i)  thereof.  Schedule 2.1(c) also
lists all outstanding debt of the Company with sufficient  detail  acceptable to
Investor, including without limitation approximately $1.1 million of outstanding
debt to Merrill Lynch ("Merrill Lynch").

     (d) Issuance of Shares. Upon issuance in accordance with this Agreement and
the  Certificate,  the  Preferred  Shares,  Warrants  and Common  Shares will be
validly issued,  fully paid and nonassessable and free from all taxes, liens and
charges with respect to the issue thereof.

     (e) No Conflicts.  Except as disclosed in Schedule  2.1(e),  the execution,
delivery and  performance  of the  Transaction  Documents by the Company and the
consummation by the Company of the transactions  contemplated hereby and thereby
and  issuance  of the  Preferred  Shares,  the  Warrants  and the Common  Shares
underlying  the  Preferred  Shares  or the  Warrants  will not (i)  result  in a
violation of the Certificate of Incorporation,  any certificate of designations,
preferences  and  rights of any  outstanding  series of  preferred  stock of the
Company or the By-laws; (ii) conflict with, or constitute a default (or an event
which with  notice or lapse of time or both would  become a default)  under,  or
give  to  others  any  rights  of   termination,   amendment,   acceleration  or
cancellation of, any agreement,  indenture or instrument to which the Company or
any of its  Subsidiaries  is a party, or (iii) result in a violation of any law,
rule, regulation, order, judgment or decree (including United States federal and
state  securities  laws and  regulations  and the rules and  regulations  of the
Nasdaq National Market ("Principal  Market") or principal securities exchange or
trading market on which the Common Stock is traded or listed)  applicable to the
Company  or any of its  Subsidiaries  or by which any  property  or asset of the
Company or any of its Subsidiaries is bound or affected.  Except as disclosed in
Schedule 2.1(e), neither the Company nor its Subsidiaries is in violation of any
term  of,  or in  default  under,  (x) its  certificate  of  incorporation,  any
certificate of designations, preferences and rights of any outstanding series of
preferred  stock  or  By-laws  or  their  organizational   charter  or  by-laws,
respectively,  (y) any material  contract,  agreement,  mortgage,  indebtedness,
indenture, instrument, or (z) any judgment, decree or order or any statute, rule
or regulation applicable to the Company or its Subsidiaries,  the non-compliance
with which (in the case of (z) only),  would be  material  to the Company or its
Subsidiaries  or interfere  with the  performance of its  obligations  under the
Transaction Documents. Except as specifically contemplated by this Agreement and
as  required  under the 1933 Act,  the  Company  is not  required  to obtain any
consent, authorization or order of, or make any filing or registration with, any
court,  governmental agency or any regulatory or self-regulatory agency in order
for  it to  execute,  deliver  or  perform  any  of its  obligations  under,  or
contemplated  by, the  Transaction  Documents or the  issuance of the  Preferred
Shares,  the Warrants and the Common Shares  underlying the Preferred  Shares or
the Warrants in accordance with the terms hereof or thereof. Except as disclosed
in  Schedule  2.1(e),  all  consents,   authorizations,   orders,   filings  and
registrations  which the Company is required to obtain pursuant to the preceding
sentence  have been  obtained or effected  on or prior to the date  hereof.  The

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Company complies with and is not in violation of the listing requirements of the
Principal  Market  as in effect on the date  hereof  and on each of the  Closing
Dates and is not aware of any facts which would  reasonably lead to delisting or
suspension  of the  Common  Stock by the  Principal  Market  in the  foreseeable
future.

     (f) SEC Documents;  Financial Statements.  Since June 14, 1999, the Company
has filed all reports, schedules, forms, statements and other documents required
to be filed by it with the SEC  pursuant to the  reporting  requirements  of the
Securities  Exchange  Act of 1934,  as  amended  (the  "1934  Act")  (all of the
foregoing filed prior to the date hereof and all exhibits  included  therein and
financial  statements  and  schedules  thereto  and  documents  incorporated  by
reference  therein being hereinafter  referred to as the "SEC  Documents").  The
Company has delivered to the Investor or its  representatives  true and complete
copies of any SEC Documents that were not filed  electronically via EDGAR. As of
their respective dates, the SEC Documents complied in all material respects with
the  requirements  of the  1934 Act and the  rules  and  regulations  of the SEC
promulgated  thereunder  applicable  to the SEC  Documents,  and none of the SEC
Documents,  at the time they  were  filed  with the SEC,  contained  any  untrue
statement of a material  fact or omitted to state a material fact required to be
stated therein or necessary in order to make the statements therein, in light of
the  circumstances  under  which they were  made,  not  misleading.  As of their
respective  dates,  the financial  statements of the Company included in the SEC
Documents  complied  as  to  form  in  all  material  respects  with  applicable
accounting  requirements and the published rules and regulations of the SEC with
respect thereto. Such financial statements have been prepared in accordance with
generally  accepted  accounting  principles,  consistently  applied,  during the
periods  involved  (except (i) as may be otherwise  indicated in such  financial
statements  or the  notes  thereto,  or (ii) in the  case of  unaudited  interim
statements,  to the extent they may exclude  footnotes  or may be  condensed  or
summary  statements)  and fairly present in all material  respects the financial
position  of  the  Company  as of the  dates  thereof  and  the  results  of its
operations  and cash flows for the periods then ended  (subject,  in the case of
unaudited  statements,  to normal year-end audit adjustments).  No other written
information provided by or on behalf of the Company to the Investor which is not
included  in the  SEC  Documents,  including,  without  limitation,  information
referred to in Section 2.2(b) of this Agreement,  contains any untrue  statement
of a material  fact or omits to state any  material  fact  necessary in order to
make the statements  therein,  in the light of the circumstance under which they
are  or  were  made,  not  misleading.  Neither  the  Company  nor  any  of  its
Subsidiaries  or any of their  officers,  directors,  employees  or agents  have
provided the Investor with any  material,  nonpublic  information  which was not
publicly disclosed prior to the date hereof.

     (g) Absence of Certain  Changes.  Except as disclosed in Schedule 2.1(g) or
the SEC  Documents  filed at least  thirty  (30) days prior to the date  hereof,
since December 31, 1998 there has been no adverse change or adverse  development
in the business, properties, assets, operations, financial condition, prospects,
liabilities  or results of operations of the Company or its  Subsidiaries  which
has had or, to the knowledge of the Company or its  Subsidiaries,  is reasonably
likely to have a Material  Adverse Effect.  The Company has not taken any steps,
and does not currently expect to take any steps, to seek protection  pursuant to
any bankruptcy law nor does the Company or its  Subsidiaries  have any knowledge
or  reason  to  believe  that  its  creditors  intend  to  initiate  involuntary
bankruptcy proceedings.  Schedule 2.1(g) lists all material events, transactions

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and  agreements  which have occurred or been entered into  affecting the Company
since December 31, 1999.

     (h) Absence of Litigation. There is no action, suit, proceeding, inquiry or
investigation  before  or  by  any  court,  public  board,   government  agency,
self-regulatory organization or body pending or, to the knowledge of the Company
or any of its  Subsidiaries,  threatened  against or affecting the Company,  the
Common Stock or any of the Company's Subsidiaries or any of the Company's or the
Company's  Subsidiaries'  officers or directors in their capacities as such, (i)
except as set forth in SEC  Documents  which were filed at least 10 days  before
the date hereof,  (ii) except as set forth in Schedule 2.1(h),  and (iii) except
which  individually  and in the  aggregate,  respectively,  would be  reasonably
likely to result in liability to the Company in excess of $50,000 and  $100,000,
respectively.

     (i)  Acknowledgment  Regarding  Investor's  Purchase of Shares. The Company
acknowledges  and agrees that the  Investor is acting  solely in the capacity of
arm's  length  purchaser  with  respect  to the  Transaction  Documents  and the
transactions  contemplated hereby and thereby.  The Company further acknowledges
that the  Investor  is not acting as a  financial  advisor or  fiduciary  of the
Company (or in any similar  capacity) with respect to the Transaction  Documents
and the transactions  contemplated  hereby and thereby,  and any advice given by
the Investor or any of its  respective  representatives  or agents in connection
with the  Transaction  Documents and the  transactions  contemplated  hereby and
thereby is merely incidental to the Investor's  purchase of the Preferred Shares
and the  Warrants.  The Company  further  represents  to the  Investor  that the
Company's decision to enter into the Transaction Documents has been based solely
on the independent evaluation by the Company and its representatives.

     (j) No Undisclosed Events, Liabilities,  Developments or Circumstances.  No
event,  liability,  development  or  circumstance  has  occurred  or exists with
respect  to the  Company  or its  Subsidiaries  or  their  respective  business,
properties, prospects, operations or financial condition, that would be required
to  be  disclosed  by  the  Company  under  applicable   securities  laws  on  a
registration  statement  filed with the SEC  relating to an issuance and sale by
the Company of its Common Stock and which has not been publicly disclosed.

     (k) No Inside  Information.  The Company has not provided  and, the Company
shall not provide, any Investor with any non-public information.

     (l) No Integrated Offering. Neither the Company, nor any of its affiliates,
nor any person acting on its or their behalf has,  directly or indirectly,  made
any offers or sales of any security or solicited any offers to buy any security,
under  circumstances  that would  cause this  offering of  Preferred  Shares and
Warrants to the Investor to be  integrated  with prior  offerings by the Company
for purposes of the 1933 Act or any applicable  shareholder approval provisions,
including,  without limitation, under the rules and regulations of the Principal
Market or other Approved Market, nor will the Company or any of its Subsidiaries
take any action or steps that would cause the offering of the  Preferred  Shares
to be integrated with other offerings.

     (m) Employee Relations.  Neither the Company nor any of its Subsidiaries is
involved in any labor dispute nor, to the knowledge of the Company or any of its
Subsidiaries,  is any such  dispute  threatened,  the  effect of which  would be
reasonably  likely to result in a Material  Adverse Effect.  Neither the Company

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nor any of its Subsidiaries is a party to a collective bargaining agreement. The
Company and its Subsidiaries  believe that relations between the Company and its
Subsidiaries and their respective  employees are good. No executive  officer (as
defined in Rule 501(f) of the 1933 Act) whose  departure would be adverse to the
Company has notified the Company that such officer  intends to leave the Company
or otherwise terminate such officer's employment with the Company.

     (n) Intellectual  Property Rights.  The Company and its Subsidiaries own or
possess adequate rights or licenses to use all trademarks,  trade names, service
marks,  service mark  registrations,  service  names,  patents,  patent  rights,
copyrights, inventions, licenses, approvals, governmental authorizations,  trade
secrets and rights  necessary  to conduct  their  respective  businesses  as now
conducted.  Except  as set  forth  on  Schedule  2.1(n),  none of the  Company's
trademarks,  trade names,  service marks,  service mark  registrations,  service
names, patents,  patent rights,  copyrights,  inventions,  licenses,  approvals,
government  authorizations,  trade secrets or other intellectual property rights
have expired or  terminated,  or are expected to expire or terminate  within two
(2) years from the date of this Agreement.  The Company and its  Subsidiaries do
not have any knowledge of any infringement by the Company or its Subsidiaries of
trademark,  trade name rights, patents, patent rights,  copyrights,  inventions,
licenses, service names, service marks, service mark registrations, trade secret
or other  similar  rights of others,  or of any such  development  of similar or
identical  trade secrets or technical  information by others and,  except as set
forth on Schedule 2.1(n),  there is no claim, action or proceeding being made or
brought against, or to the Company's  knowledge,  being threatened against,  the
Company or its Subsidiaries  regarding trademarks,  trade name rights,  patents,
patent rights, inventions,  copyrights,  licenses, service names, service marks,
service mark registrations, trade secrets or other infringement. The Company and
its Subsidiaries have taken reasonable security measures to protect the secrecy,
confidentiality and value of all of their intellectual properties.

     (o)  Environmental  Laws.  The  Company  and  its  Subsidiaries  (i) are in
compliance with any and all applicable  foreign,  federal,  state and local laws
and  regulations  relating to the  protection  of human  health and safety,  the
environment  or  hazardous  or  toxic   substances  or  wastes,   pollutants  or
contaminants ("Environmental Laws"), (ii) have received all permits, licenses or
other approvals required of them under applicable  Environmental Laws to conduct
their  respective  businesses  and  (iii) are in  compliance  with all terms and
conditions of any such permit,  license or approval where such  noncompliance or
failure to receive  permits,  licenses or approvals  referred to in clauses (i),
(ii) or (iii) above could have,  individually  or in the  aggregate,  a Material
Adverse Effect.

     (p) Title. The Company and its Subsidiaries  have good and marketable title
in fee simple to all real property and good and marketable title to all personal
property  owned by them which is material to the business of the Company and its
Subsidiaries, in each case free and clear of all liens, encumbrances and defects
except such as are described in Schedule 2.1(p) or such as do not materially and
adversely  affect the value of such property and do not  interfere  with the use
made and  proposed  to be made of such  property  by the  Company  or any of its
Subsidiaries.  Any real property and facilities  held under lease by the Company
or any of its  Subsidiaries  are  held  by  them  under  valid,  subsisting  and
enforceable leases with such exceptions as are not material and do not interfere

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with the use made and proposed to be made of such  property and buildings by the
Company and its Subsidiaries.

     (q)  Insurance.  The  Company and each of its  Subsidiaries  are insured by
insurers of recognized  financial  responsibility  against such losses and risks
and in such  amounts as  management  of the  Company  believes to be prudent and
customary  in the  businesses  in which the  Company  and its  Subsidiaries  are
engaged.  Neither  the  Company  nor any such  Subsidiary  has been  refused any
insurance  coverage  sought or applied  for and neither the Company nor any such
Subsidiary  has any  reason  to  believe  that it will not be able to renew  its
existing  insurance  coverage  as and when such  coverage  expires  or to obtain
similar  coverage  from  similar  insurers as may be  necessary  to continue its
business at a cost that would not materially and adversely affect the condition,
financial or otherwise,  or the earnings,  business or operations of the Company
and its Subsidiaries taken as a whole.

     (r)  Regulatory  Permits.  The  Company  and its  Subsidiaries  possess all
material  certificates,  authorizations  and permits  issued by the  appropriate
federal,  state or foreign  regulatory  authorities,  necessary to conduct their
respective  businesses,  and neither the  Company  nor any such  Subsidiary  has
received any notice of proceedings relating to the revocation or modification of
any such certificate, authorization or permit.

     (s) Internal Accounting Controls.  The Company and each of its Subsidiaries
maintain  a  system  of  internal  accounting  controls  sufficient  to  provide
reasonable  assurance  that (i)  transactions  are executed in  accordance  with
management's general or specific authorizations,  (ii) transactions are recorded
as necessary to permit  preparation of financial  statements in conformity  with
generally accepted accounting  principles and to maintain asset  accountability,
(iii) access to assets is permitted only in accordance with management's general
or specific  authorization  and (iv) the recorded  accountability  for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.

     (t) Foreign Corrupt  Practices Act. Neither the Company,  nor any director,
officer,  agent, employee or other person acting on behalf of the Company or any
Subsidiary  has,  in the course of acting  for,  or on behalf  of, the  Company,
directly or indirectly used any corporate  funds for any unlawful  contribution,
gift,  entertainment or other unlawful expenses relating to political  activity;
directly  or  indirectly  made any direct or  indirect  unlawful  payment to any
foreign or  domestic  government  official  or employee  from  corporate  funds;
violated  or is in  violation  of any  provision  of the  U.S.  Foreign  Corrupt
Practices Act of 1977, as amended, or any similar treaties of the United States;
or directly or indirectly made any bribe,  rebate,  payoff,  influence  payment,
kickback or other  unlawful  payment to any foreign or  domestic  government  or
party official or employee.

     (u) Tax Status.  The Company and each of its Subsidiaries has made or filed
all United  States  federal and state income and all other tax returns,  reports
and declarations required by any jurisdiction to which it is subject and (i) has
paid  all  taxes  and  other  governmental  assessments  and  charges,  shown or
determined to be due on such  returns,  reports and  declarations,  except those
being  contested  in good  faith and (ii) has set aside on its books  provisions
reasonably  adequate for the payment of all taxes for periods  subsequent to the
periods  to which such  returns,  reports or  declarations  apply.  There are no


                                       8
<PAGE>
unpaid taxes claimed to be due by the taxing authority of any jurisdiction,  and
the Company is not aware of any basis for any such claim.

     (v) Certain Transactions. Except as set forth on Schedule 2.1(v) and in the
SEC Documents filed on EDGAR at least thirty (30) Trading Days prior to the date
hereof and except for arm's  length  transactions  pursuant to which the Company
makes  payments in the ordinary  course of business upon terms no less favorable
than the Company  could  obtain  from third  parties and other than the grant of
stock options disclosed on Schedule 2.1(c),  none of the officers,  directors or
employees  of the  Company  is  presently  a party to any  transaction  with the
Company  or any of its  Subsidiaries  (other  than for  services  as  employees,
officers and directors),  including any contract, agreement or other arrangement
providing for the furnishing of services to or by,  providing for rental of real
or personal property to or from, or otherwise  requiring payments to or from any
officer,  director or such  employee or, to the  knowledge  of the Company,  any
corporation,  partnership,  trust or other entity in which any officer, director
or any such  employee  has a  substantial  interest or is an officer,  director,
trustee or partner.

     (w) Dilutive  Effect.  The Company  understands and  acknowledges  that the
number of Common  Shares  issuable  upon  conversion  of  Preferred  Shares  and
exercise of the Warrants  purchased  pursuant to this Agreement will increase in
certain  circumstances.  The Company further  acknowledges that, subject to such
limitations  as are  expressly  set  forth  in the  Transaction  Documents,  its
obligation  to issue  Common  Shares upon  conversion  of  Preferred  Shares and
exercise of the Warrants purchased  pursuant to this Agreement,  is absolute and
unconditional  regardless of the dilutive  effect that such issuance may have on
the ownership interests of other shareholders of the Company.

     (x)  Application  of  Takeover  Protections.  There  are  no  anti-takeover
provisions contained in the Company's  Certificate of Incorporation or otherwise
which will or could be triggered as a result of the transactions contemplated by
this Agreement,  including,  without  limitation,  the Company's issuance of the
Common Shares and the Investor's ownership of the Common Shares.

     (y) Rights  Plan.  Neither  the  Company  nor any of its  Subsidiaries  has
adopted  a  shareholder   rights  plan  or  similar   arrangement   relating  to
accumulations of beneficial  ownership of Common Stock or a change in control of
the Company. The Company confirms that no provision of such plan will, under any
present  or  future   circumstances,   delay,  prevent  or  interfere  with  the
performance of any of the Company's  obligations under the Transaction Documents
and such plan will not be "triggered" by such performance.

     (z) Market  Capitalization.  As of the date hereof,  the  aggregate  market
value of the voting common equity of the Company held by  non-affiliates  of the
Company is greater than $40 million.

     (aa)  Obligations  Absolute.  Each of the Company and the  Investor  agrees
that,  subject only to the  conditions,  qualifications  and exceptions (if any)
specifically set forth in the Transaction  Documents,  its obligations under the
Transaction  Documents are unconditional and absolute.  Except to the extent (if
any)  specifically  set  forth  in  the  Transaction  Documents,   each  party's


                                       9
<PAGE>
obligations  thereunder  are not subject to any right of set off,  counterclaim,
delay or reduction.

     (bb) Issuance of Common Shares.  The Common Shares are duly  authorized and
reserved for issuance  and, upon  conversion  of Preferred  Shares in accordance
with the  Certificate  or exercise of the Warrants in accordance  with the terms
thereof,   such  Common   Shares  will  be  validly   issued,   fully  paid  and
non-assessable,  free and clear of any and all liens,  claims and  encumbrances,
and entitled to be traded on the Pacific  Exchange and the  Principal  Market or
the New York Stock Exchange or the American Stock Exchange,  or the Nasdaq Small
Cap Market (collectively with the Principal Market, the "Approved Markets"), and
the  holders  of  such  Common  Shares  shall  be  entitled  to all  rights  and
preferences  accorded  to a  holder  of  Common  Stock.  As of the  date of this
Agreement,  the outstanding  shares of Common Stock are currently  listed on the
Principal Market and the Pacific Exchange.

     (cc) Form S-3. After June 14, 2000 the Company will be eligible to file the
Registration  Statement (as defined in the  Registration  Rights  Agreement) for
secondary  offerings  on Form S-3 (as in effect  on the date of this  Agreement)
under the 1933 Act and rules promulgated thereunder,  and Form S-3 (as in effect
on the date of this Agreement) will be permitted to be used for the transactions
contemplated hereby under the 1933 Act and rules promulgated thereunder.

     (dd) Brokers.  The Company has taken no action which would give rise to any
claim by any person for brokerage commissions, finder's fees or similar payments
by the Company or the Investor  relating to this  Agreement or the  transactions
contemplated   hereby,   except  for  the  broker's  fee  of  Shoreline  Pacific
Institutional  Finance,  the  Institutional  Division  of  Financial  West Group
("Shoreline"), which shall be paid by the Company out of the Closing proceeds.

     Section 2.2  Representations  and Warranties of the Investor.  The Investor
hereby makes the following  representations  and warranties to the Company as of
the date hereof and the Closing Date:

     (a) Accredited Investor Status;  Sophisticated Investor. The Investor is an
"accredited  investor"  as that term is defined in Rule 501(a) of  Regulation  D
under the 1933 Act. The Investor has such  knowledge and experience in financial
and business  matters that it is capable of  evaluating  the merits and risks of
investment in the Preferred Shares, the Warrants and Common Shares.

     (b) Information. The Investor and its advisors, if any, have been furnished
with all  materials  relating to the  business,  finances and  operations of the
Company which have been  requested and materials  relating to the offer and sale
of the  Preferred  Shares,  the  Warrants  and  Common  Shares  which  have been
requested by the  Investor.  The Investor and its  advisors,  if any,  have been
afforded the  opportunity to ask questions of the Company.  The Investor has not
received any material,  non-public information  concerning the Company.  Neither
such  inquiries  nor any other due  diligence  investigations  conducted  by the
Investor or its advisors,  if any, or its representatives shall modify, amend or
affect  the  Investor's  right  to rely  on the  Company's  representations  and
warranties  contained in Section 2.1 above.  The Investor  understands  that its


                                       10
<PAGE>

investment in the Preferred  Shares,  the Warrants and Common Shares  involves a
high degree of risk.  The  Investor  has sought such  accounting,  legal and tax
advice as it has considered  necessary to make an informed  investment  decision
with respect to its acquisition of the Preferred Shares, the Warrants and Common
Shares.

     (c) No Governmental  Review. The Investor understands that no United States
federal  or state  agency or any other  government  or  governmental  agency has
passed on or made any recommendation or endorsement of the Preferred Shares, the
Warrants and Common Shares or the fairness or  suitability  of the investment in
the Preferred  Shares,  the Warrants and Common Shares nor have such authorities
passed upon or endorsed the merits of the offering of the Preferred Shares,  the
Warrants and Common Shares.

     (d) Legends. The Company shall issue certificates for the Preferred Shares,
the Warrants  and Common  Shares to the  Investor  without any legend  except as
described in Article VI below.  The Investor  covenants that, in connection with
any  transfer of Common  Shares by the  Investor  pursuant  to the  registration
statement contemplated by the Registration Rights Agreement, it will comply with
the applicable  prospectus delivery  requirements of the 1933 Act, provided that
copies of a current prospectus relating to such effective registration statement
are or have been supplied to the Investor.

     (e) Authorization;  Enforcement.  Each of this Agreement,  the Registration
Rights Agreement and the Escrow Agreement have been duly and validly authorized,
executed  and  delivered  on behalf of the  Investor  and is a valid and binding
agreement of the Investor  enforceable  against the Investor in accordance  with
their terms, subject as to enforceability to general principles of equity and to
applicable bankruptcy, insolvency,  reorganization,  moratorium, liquidation and
other  similar laws  relating to, or affecting  generally,  the  enforcement  of
applicable  creditors'  rights and  remedies.  The  Investor  has the  requisite
corporate  power and authority to enter into and perform its  obligations  under
this Agreement,  the Registration  Rights Agreement and the Escrow Agreement and
each other  agreement  entered into by the parties hereto in connection with the
transactions contemplated by this Agreement.

     (f) Residency.  The Investor is a resident of the jurisdiction indicated on
Schedule I.

     (g) No Conflicts. The execution, delivery and performance of this Agreement
and the  Registration  Rights  Agreement by the Investor and the consummation by
the Investor of the  transactions  contemplated  hereby and thereby will not (i)
result in a violation  of the  certificate  of  incorporation,  by-laws or other
documents of organization  of the Investor,  (ii) conflict with, or constitute a
default (or an event  which with notice or lapse of time or both would  become a
default)  under,   or  give  others  any  rights  of   termination,   amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which
the  Investor  is  bound,  or (iii)  result  in a  violation  of any law,  rule,
regulation or decree applicable to the Investor.

     (h)  Investment  Representation.  The Investor is purchasing  the Preferred
Shares and the Warrants for its own account and not with a view to  distribution
in  violation  of any  securities  laws.  The  Investor  has  been  advised  and
understands  that neither the Preferred  Shares,  the Warrants nor the shares of


                                       11
<PAGE>
Common Stock issuable upon  conversion or exercise  thereof have been registered
under the 1933 Act or under the "blue sky" laws of any  jurisdiction  and may be
resold only if  registered  pursuant to the  provisions of the 1933 Act or if an
exemption  from  registration  is available,  except under  circumstances  where
neither such registration nor such an exemption is required by law. The Investor
has been  advised and  understands  that the Company,  in issuing the  Preferred
Shares and Warrants,  is relying upon, among other things,  the  representations
and warranties of the Investor  contained in this Section 2.2 in concluding that
such  issuance  is a  "private  offering"  and is exempt  from the  registration
provisions of the 1933 Act.

     (i) Rule 144.  The  Investor  understands  that there is no public  trading
market for the  Preferred  Shares,  or the  Warrants,  that none is  expected to
develop,  and that the Preferred  Shares and Warrants must be held  indefinitely
unless and until such Preferred Shares,  Warrants or Common Shares received upon
conversion or exercise thereof are registered under the 1933 Act or an exemption
from registration is available. The Investor has been advised or is aware of the
provisions of Rule 144 promulgated under the 1933 Act.

     (j) Brokers.  The Investor has taken no action which would give rise to any
claim by any person for brokerage commissions, finder's fees or similar payments
by the Company or the Investor  relating to this  Agreement or the  transactions
contemplated hereby except for the broker's fee of Shoreline which shall be paid
by the Company out of the Closing proceeds.

     (k) Reliance by the Company.  The Investor  understands  that the Preferred
Shares and  Warrants are being  offered and sold in reliance on a  transactional
exemption from the  registration  requirements  of Federal and state  securities
laws and  that the  Company  is  relying  upon the  truth  and  accuracy  of the
representations,  warranties, agreements,  acknowledgments and understandings of
the Investor set forth herein in order to determine  the  applicability  of such
exemptions and the  suitability of the Investor to acquire the Preferred  Shares
and Warrants.

                                  Article III

                                    Covenants

     Section 3.1 Registration and Listing;  Effective  Registration.  Until such
time as no Preferred Shares or Warrants are outstanding,  the Company will cause
the Common Stock to continue at all times to be registered  under Sections 12(b)
or (g) of the  Exchange  Act,  will  comply in all  material  respects  with its
reporting and filing  obligations under the Securities  Exchange Act of 1934, as
amended (the "Exchange  Act"), and will not take any action or file any document
(whether  or not  permitted  by the  Exchange  Act or the rules  thereunder)  to
terminate or suspend such reporting and filing  obligations.  Until such time as
no Preferred Shares or Warrants are outstanding,  the Company shall continue the
listing or trading of the  Common  Stock on the  Principal  Market or one of the
other  Approved  Markets and comply in all material  respects with the Company's
reporting,  filing  and  other  obligations  under  the  bylaws  or rules of the
Approved Market on which the Common Stock is listed. The Company shall cause the
Common Shares to be listed on the Pacific  Exchange and the Principal  Market or
one of the  other  Approved  Markets  no  later  than the  effectiveness  of the
registration  of the  Common  Shares  under  the Act,  and shall  continue  such


                                       12
<PAGE>
listing(s) on one of the Approved  Markets,  for so long as any Preferred Shares
or Warrants are outstanding.

     Section 3.2 Certificates on Conversion. Upon any conversion by the Investor
(or then holder of Preferred  Shares) of the  Preferred  Shares  pursuant to the
Certificate,  the Company  shall issue and deliver to the  Investor  (or holder)
within  three (3)  trading  days of the  conversion  date a new  certificate  or
certificates  for the number of Preferred  Shares which the Investor (or holder)
has  not  yet  elected  to  convert  but  which  are  evidenced  in  part by the
certificate(s) submitted to the Company in connection with such conversion (with
the  denominations  of such new  certificate(s)  designated  by the  Investor or
holder).

     Section 3.3 Replacement Certificates.  The certificate(s)  representing the
Preferred  Shares held by any  Investor (or then holder) may be exchanged by the
Investor  (or such  holder)  at any time and from time to time for  certificates
with different denominations representing an equal aggregate number of Preferred
Shares,  as requested by the  Investor  (or such holder) upon  surrendering  the
same.  No service  charge  will be made for such  registration  or  transfer  or
exchange.

     Section 3.4 Securities Compliance. The Company shall notify the SEC and the
Principal  Market,  in accordance with their  requirements,  of the transactions
contemplated  by  this  Agreement,   the  Certificate,   the  Warrants  and  the
Registration  Rights  Agreement,  and shall take all other necessary  action and
proceedings  as may be  required  and  permitted  by  applicable  law,  rule and
regulation,  for the  legal and  valid  issuance  of the  Preferred  Shares  and
Warrants  hereunder and the Common Shares  issuable upon  conversion or exercise
thereof.

     Section 3.5 Notices. The Company agrees to provide all holders of Preferred
Shares and  Warrants  with  copies of all  notices  and  information,  including
without limitation notices and proxy statements in connection with any meetings,
that are  provided to the holders of shares of Common  Stock,  contemporaneously
with the delivery of such notices or information to such Common Stock holders.

     Section  3.6 Use of  Proceeds.  The Company  agrees  that the net  proceeds
received by the Company  from the sale of the  Preferred  Shares  hereunder  and
payment  of the  exercise  price  of the  Warrants  shall  be used  for  legally
permitted  corporate  purposes,  provided  that  upon or  within  two  (2)  days
following  Closing  a  portion  of such  proceeds  shall  be used to pay off the
Merrill Debt in full.

     Section 3.7 Reservation of Shares; Stock Issuable Upon Conversion.

     (a) The  Company  shall  reserve  all  authorized  but  unissued  Series  B
Cumulative  Convertible Preferred Stock for issuance to the Investor pursuant to
the terms of this Agreement.

     (b) The Company  shall at all times  reserve and keep  available out of its
authorized  but  unissued  shares of Common  Stock,  solely  for the  purpose of
effecting the  conversion of the Preferred  Shares and exercise of the Warrants,
such  number  of its  shares  of  Common  Stock  as shall  from  time to time be
sufficient to effect the conversion of all Preferred  Shares and exercise of all
of the Warrants, and if at any time the number of authorized but unissued shares
of Common Stock shall not be sufficient to effect the conversion of all the then


                                       13
<PAGE>
outstanding  Preferred  Shares  and all of the then  outstanding  Warrants,  the
Company will take such  corporate  action as may be  necessary to  expeditiously
increase its  authorized  but unissued  shares of Common Stock to such number of
shares as shall be sufficient  for such purpose,  including  without  limitation
engaging in best efforts to obtain the requisite shareholder approval and taking
the  actions  described  in the  Certificate.  Without in any way  limiting  the
foregoing,  the Company agrees to reserve and at all times keep available solely
for purposes of  conversion  of Preferred  Shares and exercise of the  Warrants,
such number of authorized  but unissued  shares of Common Stock that is at least
equal to 200% of the number of Common  Shares  issuable  upon  conversion of all
Preferred  Shares  and  exercise  of  all of the  Warrants,  computed  as if all
Preferred  Shares are  convertible  at the  Conversion  Price (as defined in the
Certificate)  and all Warrants are exercisable at the Exercise Price (as defined
in the Warrants). If at any time the number of authorized but unissued shares of
Common Stock is not sufficient to effect such issuance, conversion, or exercise,
respectively,  up to the Maximum  Common  Stock  Issuance (as defined in Section
5(i)(iii)of  the  Certificate  of  Designations),  of all the  then  outstanding
Preferred  Shares and the  Warrants,  the  Investor  shall be entitled to, inter
alia, the redemption rights provided in the Registration Rights Agreement.

     Section  3.8 Best  Efforts.  The  parties  shall use their best  efforts to
satisfy timely each of the conditions described in Article V of this Agreement.

     Section 3.9 Form D; Blue Sky Laws. The Company agrees to file a Form D with
respect to the Preferred  Shares,  the Warrants and Common  Shares,  as required
under Regulation D and to provide a copy thereof to the Investor  promptly after
such filing.  The Company shall, on or before the Closing Date, take such action
as the Company  shall have  reasonably  determined  is  necessary to qualify the
Preferred Shares,  the Warrants and Common Shares for sale to the Investor under
applicable  securities or "blue sky" laws of the states of the United States (or
to obtain an exemption from such  qualification),  and shall provide evidence of
any such  action  so  taken to the  Investor  on or prior to the  Closing  Date;
provided,  however,  that  the  Company  shall  not be  required  in  connection
therewith to register or qualify as a foreign  corporation  in any  jurisdiction
where it is not now so qualified or to take any action that would  subject it to
service of process in suits or taxation, in each case, in any jurisdiction where
it is not now so subject.

     Section 3.10 Publicity.  The Company shall,  immediately  upon the Closing,
issue a press  release with respect to such  transactions,  in the form of press
release attached as Exhibit D hereto.

     Section 3.11 Shareholder Rights Plan. None of the acquisitions of Preferred
Shares,  Warrants or Common Shares nor the deemed beneficial ownership of shares
of Common  Stock prior to, or the  acquisition  of such shares  pursuant to, the
conversion  of Preferred  Shares or exercise of the  Warrants  will in any event
under any circumstances  trigger the poison pill provisions of any stockholders'
rights or similar  agreements,  or a substantially  similar occurrence under any
successor or similar plan.

     Section  3.12  Financial  Information.  The  Company  agrees  to  send  the
following to the Investor  for so long as any  Preferred  Shares or Warrants are
outstanding:  (i) on the same day as the release  thereof,  facsimile  or e-mail


                                       14
<PAGE>
copies of all press releases  issued by the Company or any of its  Subsidiaries;
and (ii) copies of any notices and other  information made available or given to
the  shareholders of the Company  generally,  contemporaneously  with the making
available or giving thereof to the shareholders.

     Section 3.13  Transactions  With  Affiliates.  The Company  agrees that any
transaction  or  arrangement  between  it or  any of its  subsidiaries  and  any
affiliate or employee of the Company  shall be effected on an arms' length basis
in accordance  with customary  commercial  practice and,  except with respect to
grants of options and stock to service providers,  including employees, shall be
approved by a majority of the Company's outside directors.

     Section 3.14 Amendment to Certificate of Incorporation.  The Company agrees
that at the next  shareholders  meeting  or  pursuant  to the next  shareholders
consent  solicitation,  it shall obtain the requisite  shareholder  approval for
amendment  of the  Company's  Certificate  of  Incorporation  to delete  Article
FOURTH, Section B(1) thereof and/or otherwise clarify that all restrictions upon
the shares of Common  Stock  contained  in  Article  FOURTH,  Sections  B(1)(b),
B(1)(c) and B(1)(d) of the Company's  Certificate of  Incorporation  have lapsed
and are of no further  force and effect  pursuant  to  Article  FOURTH,  Section
B(1)(f)(i) thereof.

     Section 3.15 Trading Restrictions. Each Investor agrees that so long as any
Preferred  Shares or Warrants are  outstanding,  such  Investor  will not on any
given date have a net short  position  in the Common  Stock  which  exceeds  the
number of shares of Common Stock which such Investor would reasonably  expect to
receive  upon  conversion  of all the  Preferred  Shares and exercise of all the
Warrants then held by such Investor and upon conversion or exercise of all other
securities  issued by the Company then held by such  Investor.  In addition,  so
long as any Preferred Shares remain outstanding, if the closing bid price on any
Trading Day  ("Prior  Day Close") is less than the Closing  Price (as defined in
the  Certificate),  then the  Investor  agrees  it will  not  sell  short on the
Principal  Market  more than  $150,000 of shares of Common  Stock  (based on net
proceeds  of  shares  actually  sold) on the  following  Trading  Day (any  such
following day hereinafter referred to as a "Limitation Day"); provided, however,
that if at any  time  and  from  time to time on such  Limitation  Day a sale of
Common  Stock on the  Principal  Market  occurs at a price which is greater than
both  (i)  120% of the then  applicable  Conversion  Price  (as  defined  in the
Certificate) and (ii) the Prior Day Close, then the limitation contained in this
sentence  shall no longer  apply and the  Investor  may sell or continue to sell
short shares of Common Stock during such Limitation Day on the Principal  Market
until such time as a sale of Common Stock on the  Principal  Market  occurs at a
price which is equal to or less than the Prior Day Close,  provided that if from
time to time during the  Limitation  Day a later sale occurs above the Prior Day
Close,  the  limitation  contained in this sentence shall again no longer apply;
provided further, that the limitation contained in this sentence shall not apply
if the Investor  converts  all of the  outstanding  Preferred  Shares held by it
within  five  (5)  Trading  Days  following  any day  which  would  have  been a
Limitation Day but for this proviso.

                                       15
<PAGE>

                                   Article IV

                          Transfer Agent Instructions.

     The Company shall issue irrevocable instructions to its transfer agent, and
any subsequent transfer agent, to issue certificates,  registered in the name of
the Investor or its respective nominee(s), for the Common Shares in such amounts
as specified from time to time by the Investor to the Company upon delivery of a
conversion or exercise notice (the "Irrevocable  Transfer Agent  Instructions").
The Company  warrants  that no  instruction  relating to the Common Shares other
than the Irrevocable Transfer Agent Instructions  referred to in this Article IV
will be given by the Company to its  transfer  agent and that the Common  Shares
shall be  freely  transferable  on the  books  and  records  of the  Company  as
contemplated  by Article VI below when the  legend  referred  to therein  may be
removed.  Nothing  in this  Article  IV shall  affect in any way the  Investor's
obligations  and  agreements  set forth in  Section  2.2(d)  to comply  with all
applicable prospectus delivery  requirements,  if any, upon resale of the Common
Shares.  The Company  shall  instruct  its  transfer  agent to issue one or more
certificates in such name and in such denominations as specified by the Investor
and without any restrictive  legends.  The Company acknowledges that a breach by
it of its obligations  hereunder will cause  irreparable harm to the Investor by
vitiating  the  intent  and  purpose  of the  transaction  contemplated  hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of its
obligations  under this Section will be inadequate and agrees, in the event of a
breach or  threatened  breach by the Company of the  provisions of this Section,
that  the  Investor  shall be  entitled,  in  addition  to all  other  available
remedies,  to an  injunction  restraining  any  breach and  requiring  immediate
issuance  and  transfer,  without the  necessity  of showing  economic  loss and
without any bond or other security being required.

                                   Article V

                             Conditions to Closings

     Section 5.1  Conditions  Precedent to the Obligation of the Company to Sell
the Preferred  Shares and Warrants.  The obligation  hereunder of the Company to
issue and/or sell the  Preferred  Shares and the Warrants to the Investor at the
Closing is subject to the satisfaction, at or before the Closing, of each of the
applicable  conditions set forth below.  These  conditions are for the Company's
sole  benefit  and  may  be  waived  by the  Company  at any  time  in its  sole
discretion.

     (a)  Accuracy  of  the  Investor's   Representations  and  Warranties.  The
representations  and  warranties of the Investor will be true and correct in all
material respects as of the date when made and as of the Closing Date, as though
made at that time.

     (b)  Performance  by the Investor.  The Investor  shall have  performed all
agreements and satisfied all conditions required to be performed or satisfied by
the Investor at or prior to the Closing, including payment of the purchase price
set forth on Schedule I.

     (c) No Injunction.  No statute, rule, regulation,  executive order, decree,
ruling or injunction shall have been enacted,  entered,  promulgated or endorsed


                                       16
<PAGE>
by any court or governmental authority of competent jurisdiction which prohibits
the  consummation of any of the  transactions  contemplated by this Agreement or
the Registration Rights Agreement or the Certificate.

     (d)  Certificate.  The Investor  shall have  delivered a certificate to the
Company  certifying  that the  representations  and  warranties  of the Investor
contained in Section 2.2 are true and correct in all material respects as of the
Closing Date.

     Section 5.2  Conditions  Precedent  to the  Obligation  of the  Investor to
Purchase  the  Preferred  Shares.  The  obligation  hereunder of the Investor to
acquire  and pay for the  Preferred  Shares at the  Closing  is  subject  to the
satisfaction, at or before the Closing, of each of the applicable conditions set
forth below.  These conditions are for the Investor's  benefit and may be waived
by the Investor at any time in its sole discretion.

     (a)  Accuracy  of  the  Company's   Representations  and  Warranties.   The
representations  and  warranties of the Company shall be true and correct in all
material  respects as of the date when made and as of the Closing Date as though
made at that time (except for  representations  and  warranties as of an earlier
date, which shall be true and correct in all material respects as of such date).

     (b)  Performance  by the  Company.  The Company  shall have  performed  all
agreements and satisfied all conditions required to be performed or satisfied by
the Company at or prior to the Closing, including, without limitation,  delivery
of  certificates  representing  the  Preferred  Shares  and  Warrants  issued to
Investor.

     (c) Nasdaq  Trading.  From the date hereof to the Closing Date,  trading in
the Company's  Common Stock shall not have been suspended by the SEC and trading
in securities  generally as reported by the Principal  Market (or other Approved
Market) shall not have been suspended or limited,  and the Common Stock shall be
listed on the Principal Market or another Approved Market.

     (d) No Injunction.  No statute, rule, regulation,  executive order, decree,
ruling or injunction shall have been enacted,  entered,  promulgated or endorsed
by any court or governmental authority of competent jurisdiction which prohibits
the consummation of any of the transactions  contemplated by this Agreement, the
Warrants,  the Registration Rights Agreement or the Certificate.  The NASD shall
not have objected or indicated that it may object to the  consummation of any of
the transactions contemplated by this Agreement.

     (e) Opinion of Counsel. At the Closing, the Investor shall have received an
opinion of counsel to the Company in the form  attached  hereto as Exhibit E and
such other opinions, certificates and documents as the Investor or their counsel
shall reasonably require incident to the Closing.

     (f) Registration Rights Agreement.  The Company and the Investor shall have
executed  and  delivered  the  Registration  Rights  Agreement  in the  form and
substance of Exhibit C attached hereto.

                                       17
<PAGE>
     (g) Officer's Certificate. The Company shall have delivered to the Investor
a  certificate  in form  and  substance  satisfactory  to the  Investor  and the
Investor's  counsel,  executed by an officer of the  Company,  certifying  as to
satisfaction  of closing  conditions,  incumbency of signing  officers,  and the
true, correct and complete nature of the Certificate of Incorporation,  By-Laws,
good standing and authorizing resolutions of the Company.

     (h) Certificate. The Certificate shall have been accepted for filing by the
Secretary of State of the State of Delaware  and a stamped  copy  thereof  shall
have been provided to the Investor's counsel.

     (i)  Miscellaneous.  The Company shall have  delivered to the Investor such
other documents  relating to the transactions  contemplated by this Agreement or
the Investor or its counsel may reasonable request.

                                   Article VI

                                Legend and Stock

     Upon payment therefor as provided in this Agreement, the Company will issue
one or more  certificates  representing the Preferred Shares and Warrants in the
name the Investor or its designees and in such  denominations to be specified by
the  Investor  prior to (or  from  time to time  subsequent  to)  Closing.  Each
certificate  representing the Preferred Shares or Warrants and any Common Shares
issued upon  conversion or exercise  thereof,  prior to such Common Shares being
registered  under the 1933 Act for resale or available for resale under Rule 144
under  the 1933 Act,  shall be  stamped  or  otherwise  imprinted  with a legend
substantially in substantially the following form:

     These  Securities  Have Not Been  Registered  For  Offer or Sale  Under The
Securities  Act Of 1933 Or Any State  securities  laws.  They May Not Be Sold Or
Offered For Sale Except  Pursuant To An Effective  Registration  Statement Under
Said Act And Any Applicable State Securities Law Or An Applicable Exemption From
Such Registration Requirements.

     The Company  agrees to reissue  Preferred  Shares,  Warrants  and/or Common
Shares  issuable upon  conversion  of Preferred  Shares or exercise of Warrants,
without the legend set forth  above,  at such time as (i) the holder  thereof is
permitted to dispose of such Preferred  Shares or Warrants  and/or Common Shares
issuable upon  conversion  of the  Preferred  Shares or exercise of the Warrants
pursuant to Rule 144(k)  under the 1933 Act, or (ii) such  Preferred  Shares are
sold to a purchaser or  purchasers  who (in the opinion of counsel to the seller
or such  purchaser(s),  in form and  substance  reasonably  satisfactory  to the
Company and its  counsel)  are able to dispose of such shares  publicly  without
registration  under the 1933 Act, or (iii) such  securities have been registered
under the 1933 Act.

                                       18
<PAGE>
     Prior to the Registration  Statement (as defined in the Registration Rights
Agreement)  being  declared  effective,  any Common  Shares  issued  pursuant to
conversion of Preferred  Shares or exercise of the Warrants  shall bear a legend
in the same form as the legend indicated above;  provided that such legend shall
be removed from the Common Shares and the Company  shall issue new  certificates
without such legend if (i) the holder has sold or disposed of such Common Shares
pursuant  to Rule  144(k)  under the 1933 Act,  or the  holder is  permitted  to
dispose of such Common  Shares  pursuant to Rule 144(k) under the 1933 Act, (ii)
such Common Shares are  registered  for resale under the 1933 Act, or (iii) such
Common  Shares are sold to a  purchaser  or  purchasers  who (in the  opinion of
counsel to the seller or such  purchaser(s),  in form and  substance  reasonably
satisfactory  to the Company and it counsel)  are able to dispose of such shares
publicly  without  registration  under  the 1933  Act.  Upon  such  Registration
Statement becoming effective,  the Company agrees to promptly, but no later than
three (3) business days  thereafter,  issue new certificates  representing  such
Common  Shares  without  such  legend.   Any  Common  Shares  issued  after  the
Registration  Statement  has  become  effective  shall be free and  clear of any
legends,  transfer restrictions and stop orders.  Notwithstanding the removal of
such legend,  the Investor  agrees to sell the Common Shares  represented by the
new  certificates  in  accordance  with  the  applicable   prospectus   delivery
requirements (if copies of a current  prospectus are provided to the Investor by
the  Company)  or  in  accordance  with  an  exemption  from  the   registration
requirements of the 1933 Act.

     Nothing  herein  shall  limit  the  right of any  holder  to  pledge  these
securities pursuant to a bona fide margin account or lending arrangement entered
into in compliance with law, including applicable securities laws.

                                  Article VII

                                   Termination

     Section 7.1 Termination by Mutual Consent. This Agreement may be terminated
at any time prior to the  Closing by the mutual  written  consent of the Company
and the Investor.

     Section 7.2 Other  Termination.  This Agreement may be terminated by action
of the Board of  Directors  of the Company or by the Investor at any time if the
Closing shall not have been  consummated by the third business day following the
date of this Agreement;  provided, however, that the party (or parties) prepared
to close  shall  retain its (or their)  right to sue for any breach by the other
party (or parties).

                                  Article VIII

                                 Indemnification

     In  consideration  of the  Investor's  execution  and  delivery of the this
Agreement  and the  Registration  Rights  Agreement  and acquiring the Preferred
Shares hereunder and in addition to all of the Company's other obligations under
the Transaction Documents, the Company shall defend, protect, indemnify and hold
harmless the Investor and all of its partners, officers,  directors,  employees,
members  and direct or  indirect  investors  and any of the  foregoing  person's


                                       19
<PAGE>
agents or other representatives (including,  without limitation,  those retained
in  connection   with  the   transactions   contemplated   by  this   Agreement)
(collectively,  the "Indemnitees") from and against any and all actions,  causes
of action,  suits,  claims,  losses,  costs,  penalties,  fees,  liabilities and
damages, and expenses in connection therewith  (irrespective of whether any such
Indemnitee  is a party to the  action  for which  indemnification  hereunder  is
sought),  and  including  reasonable  attorneys'  fees  and  disbursements  (the
"Indemnified  Liabilities"),  incurred  by any  Indemnitee  as a result  of,  or
arising  out of,  or  relating  to (a) any  misrepresentation  or  breach of any
representation  or warranty made by the Company in the Transaction  Documents or
any other certificate or document contemplated hereby or thereby, (b) any breach
of any  covenant,  agreement  or  obligation  of the  Company  contained  in the
Transaction  Documents or any other certificate or document  contemplated hereby
or thereby,  (c) any cause of action, suit or claim brought or made against such
Indemnitee  by a third  party  and  arising  out of or  resulting  from  (i) the
execution,  delivery,  performance,  breach by the Company or enforcement of the
Transaction   Documents  or  any  other  certificate,   instrument  or  document
contemplated hereby or thereby,  (ii) any transaction financed or to be financed
in whole or in part,  directly or indirectly,  with the proceeds of the issuance
of the  Preferred  Shares or (iii) the status of the  Investor  or holder of the
Preferred  Shares  or  Warrants  as an  investor  in the  Company  and  (d)  the
enforcement  of  this  Section.   Notwithstanding  the  foregoing,   Indemnified
Liabilities shall not include any liability of any Indemnitee arising solely out
of such Indemnitee's willful misconduct or fraudulent  action(s).  To the extent
that the  foregoing  undertaking  by the  Company may be  unenforceable  for any
reason,  the  Company  shall make the  maximum  contribution  to the payment and
satisfaction of each of the Indemnified  Liabilities  which is permissible under
applicable  law.  Except  as  otherwise  set forth  herein,  the  mechanics  and
procedures  with respect to the rights and  obligations  under this Article VIII
shall be the same as those set forth in Section 6 (other than  Section  6(b)) of
the  Registration  Rights  Agreement,   including,   without  limitation,  those
procedures  with  respect to the  settlement  of claims and  Company's  right to
assume the defense of claims.

                                   Article IX

                          Governing Law, Miscellaneous.

     Section  9.1  Governing  Law.  THIS  AGREEMENT  SHALL  BE  GOVERNED  BY AND
INTERPRETED IN ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD
TO THE PRINCIPLES OF CONFLICT OF LAWS. EACH PARTY HEREBY IRREVOCABLY  SUBMITS TO
THE EXCLUSIVE  JURISDICTION  OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY
OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER
OR IN  CONNECTION  HEREWITH  OR WITH  ANY  TRANSACTION  CONTEMPLATED  HEREBY  OR
DISCUSSED HEREIN, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY
SUIT, ACTION OR PROCEEDING,  ANY CLAIM THAT IT IS NOT PERSONALLY  SUBJECT TO THE
JURISDICTION OF ANY SUCH COURT,  THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT
IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS
IMPROPER.  EACH PARTY HEREBY  IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND
CONSENTS  TO PROCESS  BEING  SERVED IN ANY SUCH SUIT,  ACTION OR  PROCEEDING  BY
MAILING A COPY THEREOF TO SUCH PARTY AT THE ADDRESS FOR SUCH NOTICES TO IT UNDER


                                       20
<PAGE>
THIS AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT
SERVICE OF PROCESS AND NOTICE THEREOF.  NOTHING CONTAINED HEREIN SHALL BE DEEMED
TO LIMIT IN ANY WAY ANY RIGHT TO SERVE  PROCESS IN ANY MANNER  PERMITTED BY LAW.
IF ANY  PROVISION OF THIS  AGREEMENT  SHALL BE INVALID OR  UNENFORCEABLE  IN ANY
JURISDICTION,  SUCH INVALIDITY OR UNENFORCEABILITY SHALL NOT AFFECT THE VALIDITY
OR ENFORCEABILITY OF THE REMAINDER OF THIS AGREEMENT IN THAT JURISDICTION OR THE
VALIDITY OR  ENFORCEABILITY  OF ANY  PROVISION  OF THIS  AGREEMENT  IN ANY OTHER
JURISDICTION. EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY.

     Section 9.2  Counterparts.  This  Agreement  may be executed in two or more
identical  counterparts,  all of  which  shall  be  considered  one and the same
agreement and shall become effective when  counterparts have been signed by each
party and  delivered to the other  party;  provided  that a facsimile  signature
shall be  considered  due  execution  and shall be  binding  upon the  signatory
thereto with the same force and effect as if the signature were an original, not
a facsimile signature.

     Section 9.3 Headings. The headings of this Agreement are for convenience of
reference  and shall not form part of, or affect  the  interpretation  of,  this
Agreement.

     Section 9.4  Severability.  If any  provision  of this  Agreement  shall be
invalid   or   unenforceable   in   any   jurisdiction,   such   invalidity   or
unenforceability  shall  not  affect  the  validity  or  enforceability  of  the
remainder  of  this   Agreement  in  that   jurisdiction   or  the  validity  or
enforceability of any provision of this Agreement in any other jurisdiction.

     Section 9.5 Entire Agreement; Amendments; Waivers.

     (a) This Agreement  supersedes  all other prior oral or written  agreements
between the Investor,  the Company, their affiliates and persons acting on their
behalf with respect to the matters discussed herein,  and this Agreement and the
instruments  referenced  herein  (including  the  other  Transaction  Documents)
contain  the entire  understanding  of the parties  with  respect to the matters
covered  herein and therein  and,  except as  specifically  set forth  herein or
therein,  neither  the  Company  nor  the  Investor  makes  any  representation,
warranty,  covenant or undertaking with respect to such matters. No provision of
this  Agreement may be amended other than by an instrument in writing  signed by
the Company and the Investor,  and no provision  hereof may be waived other than
by an instrument  in writing  signed by the party  against whom  enforcement  is
sought.

     (b) The Investor may at any time elect, by notice to the Company,  to waive
(whether permanently or temporarily,  and subject to such conditions, if any, as
the  Investor  may specify in such  notice)  any of its rights  under any of the
Transaction  Documents to acquire  shares of Common  Stock from the Company,  in
which event such waiver shall be binding against the Investor in accordance with
its terms;  provided,  however,  that the voluntary waiver  contemplated by this
sentence  may not reduce the  Investor's  obligations  to the Company  under the
Transaction Documents.



                                       21
<PAGE>
     Section 9.6 Notices. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this  Agreement  must be in
writing,  must be  delivered  by (i)  courier,  mail or  hand  delivery  or (ii)
facsimile, and will be deemed to have been delivered upon receipt. The addresses
and facsimile numbers for such communications shall be:

         If to the Company:

                           GenesisIntermedia.com, Inc.
                           5805 Sepulveda Boulevard
                           Van Nuys, California  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



         If to the Transfer Agent:

                           U.S. Stock Transfer Corporation
                           1745 Gardena Avenue
                           Glendale, California  91204
                           Telephone:       (818) 502-1404
                           Facsimile:       (818) 502-0674
                           Attention:       Syed Hussaimi

         If 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


                                       22
<PAGE>
                           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

     Each party shall  provide five (5) days prior  written  notice to the other
party of any change in address,  telephone number or facsimile  number.  Written
confirmation  of receipt (A) given by the  recipient  of such  notice,  consent,
waiver or other communication,  (B) mechanically or electronically  generated by
the sender's  facsimile machine containing the time, date,  recipient  facsimile
number and an image of the first page of such  transmission or (C) provided by a
nationally  recognized overnight delivery service,  shall be rebuttable evidence
of  personal  service,  receipt  by  facsimile  or  receipt  from  a  nationally
recognized  overnight  delivery  service in accordance  with clause (i), (ii) or
(iii) above, respectively.

     Section 9.7 Successors and Assigns.  Except as otherwise  provided  herein,
this Agreement shall be binding upon and inure to the benefit of the parties and
their respective  successors and assigns,  including any Permitted  Assignee (as
defined  below).  The Company  shall not assign this  Agreement or any rights or
obligations  hereunder  without  the  prior  written  consent  of the  Investor,
including by merger or consolidation. The Investor may assign some or all of its
rights  hereunder to any assignee of the  Preferred  Shares,  Warrants or Common
Shares (in each case, a "Permitted Assignee");  provided, however, that any such
assignment shall not release the Investor from its obligations  hereunder unless
such  obligations  are assumed by such assignee and the Company has consented to
such  assignment  and  assumption.  Notwithstanding  anything  to  the  contrary
contained in the Transaction Documents, the Investor shall be entitled to pledge
the Preferred  Shares,  Warrants or Common Shares in connection with a bona fide
margin account.

     Section 9.8 No Third Party  Beneficiaries.  This  Agreement is intended for
the benefit of the parties hereto and their respective  permitted successors and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.

     Section 9.9 Survival. The representations, warranties and agreements of the
Company and the Investor contained in the Agreement shall survive the Closing.


                                       23
<PAGE>
     Section 9.10 Further Assurances.  Each party shall do and perform, or cause
to be done and  performed,  all such further acts and things,  and shall execute
and deliver all such other agreements, certificates,  instruments and documents,
as the other party may  reasonably  request in order to carry out the intent and
accomplish  the  purposes  of  this  Agreement  and  the   consummation  of  the
transactions contemplated hereby.

     Section  9.11   Placement   Agent.   The  Investor  and  the  Company  each
acknowledges  and  warrants  that it has not  engaged  any  placement  agent  in
connection  with the sale of the  Preferred  Shares and the Warrants  other than
Shoreline,  whose fees will be paid exclusively by the Company.  The Company and
the  Investor  shall each be  responsible  for the  payment of any other fees or
commissions of placement agents or brokers engaged,  directly or indirectly,  by
the Company or the Investor,  respectively,  in connection  with the purchase of
the  Preferred  Shares and the  Warrants  by the  Investor.  The Company and the
Investor  shall pay, and hold the other party harmless  against,  any liability,
loss or expense (including,  without limitation,  reasonable attorneys' fees and
out-of-pocket expenses) arising in connection with any such claim.

     Section 9.12 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 rules of strict construction will be applied against any party.

     Section 9.13 Remedies.  The Investor and each Permitted Assignee shall have
all rights and remedies set forth in this Agreement and the Registration  Rights
Agreement  and all rights and  remedies  which such holders have been granted at
any time under any other  agreement or contract and all of the rights which such
holders have under any law. Any person  having any rights under any provision of
this Agreement or the Registration Rights Agreement shall be entitled to enforce
such rights specifically (without posting a bond or other security),  to recover
damages  by  reason of any  breach of any  provision  of this  Agreement  or the
Registration  Rights  Agreement and to exercise all other rights granted by law.
The Investor and each Permitted Assignee without prejudice may withdraw,  revoke
or suspend its pursuit of any remedy at any time prior to its complete  recovery
as a result of such remedy.

     Section  9.14  Payment Set Aside.  To the extent  that the Company  makes a
payment or payments to the Investor  hereunder or under the Registration  Rights
Agreement  or the  Investor  enforces  or  exercises  its  rights  hereunder  or
thereunder,  and such payment or payments or the proceeds of such enforcement or
exercise  or any part  thereof  are  subsequently  invalidated,  declared  to be
fraudulent  or  preferential,  set aside,  recovered  from,  disgorged by or are
required to be refunded, repaid or otherwise restored to the Company, a trustee,
receiver or any other person under any law (including,  without limitation,  any
bankruptcy  law, state or federal law, common law or equitable cause of action),
then to the  extent  of any such  restoration  the  obligation  or part  thereof
originally intended to be satisfied shall be revived and continued in full force
and effect as if such  payment had not been made or such  enforcement  or setoff
had not occurred.

     Section 9.15 Days. Unless the context refers to "business days" or "Trading
Days", all references herein to "days" shall mean calendar days.

                                       24
<PAGE>
     Section 9.16 Rescission and Withdrawal Right.  Notwithstanding  anything to
the contrary  contained in (and without limiting any similar  provisions of) the
Transaction Documents, wherever the Investor exercises a right, election, demand
or option under a  Transaction  Document and the Company does not fully  perform
its related  obligations within the periods therein provided,  then the Investor
in its sole  discretion  may rescind or withdraw  from time to time any relevant
notice,  demand or election in whole or in part without  prejudice to its future
actions and rights.

                                    * * * * *

                            [Signature Page Follows]

     IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed as of the date and year first above written.


COMPANY:                               INVESTORS:

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

By: __________________________         By: _____________________________
      Name:  Ramy El-Batrawi                  Name:  Paul E. Singer
      Title: President                        Title: President


                                       ELLIOTT ASSOCIATES, L.P.


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



<PAGE>

List of Schedules

Schedule 2.1(a)                                 Subsidiaries
Schedule 2.1(c)                                 Capitalization
Schedule 2.1(e)                                 No Conflicts
Schedule 2.1(g)                                 Certain Changes
Schedule 2.1(h)                                 Litigation
Schedule 2.1(n)                                 Intellectual Property Rights
Schedule 2.1(p)                                 Title
Schedule 2.1(v)                                 Certain Transactions
Schedule I                                      Investors

List of Exhibits

EXHIBIT A     Certificate of Designation
EXHIBIT B     Warrant
EXHIBIT C     Registration Rights Agreement
EXHIBIT D     Form of Press Release
EXHIBIT E     Opinion of Counsel

<PAGE>

                                   SCHEDULE I

<TABLE>
                                    Jurisdiction of
                                      Organization                    Number of                 Number of
         Investor                                                  Preferred Shares             Warrants            Purchase Price
            <S>                           <C>                            <C>                       <C>                     <C>

Elliott Associates, L.P.            Delaware, U.S.A.                    2,000                    56,000               $2,000,000

Westgate International, L.P.        Cayman Islands, B.W.I.              2,000                    56,000               $2,000,000

</TABLE>