THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES  SECURITIES AND
EXCHANGE  COMMISSION OR THE  SECURITIES  COMMISSION OF ANY STATE  PURSUANT TO AN
EXEMPTION FROM REGISTRATION  UNDER REGULATION D PROMULGATED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT") THIS WARRANT  SHALL NOT  CONSTITUTE AN OFFER
TO SELL NOR A SOLICITATION OF AN OFFER TO BUY THE SECURIITES IN ANY JURISDICTION
IN WHICH  SUCH OFFER OR  SOLICITATION  WOULD BE  UNLAWFUL.  THE  SECURIITES  ARE
"RESTRICTED" AND MAY NOT BE RESOLD OR TRANSFERRED  EXCEPT AS PERMITTED UNDER THE
ACT PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.



                          COMMON STOCK PURCHASE WARRANT

     To Purchase Shares of $0.001 Par Value Common Stock ("Common Stock") of

                           GENESISINTERMEDIA.COM, INC.

     THIS CERTIFIES  that, for value  received,  ELLIOTT  ASSOCIATES,  L.P. (the
"Investor")  is  entitled,   upon  the  terms  and  subject  to  the  conditions
hereinafter  set forth,  at any time on or after the date hereof and on or prior
to 8:00 p.m. New York City Time on April 27, 2003 (the "Termination  Date"), but
not thereafter, to subscribe for and purchase from GenesisIntermedia.com,  Inc.,
a Delaware  corporation  (the  "Company"),  56,000  shares of Common  Stock (the
"Warrant  Shares") at an  Exercise  Price equal to $17.74 per share [115% of the
Closing Price] (as adjusted from time to time pursuant to the terms hereof,  the
"Exercise  Price").  The  Exercise  Price and the number of shares for which the
Warrant is exercisable  shall be subject to adjustment as provided herein.  This
Warrant is being issued in connection  with the  Securities  Purchase  Agreement
dated April 28, 2000 (the "Purchase Agreement") entered into between the Company
and the Investor.  Capitalized terms used herein and not otherwise defined shall
have the meaning ascribed thereto in the Purchase Agreement.

     1.  Title of  Warrant.  Prior  to the  expiration  hereof  and  subject  to
compliance  with  applicable  laws,  this Warrant and all rights  hereunder  are
transferable, in whole or in part, at the office or agency of the Company by the
Holder hereof in person or by duly authorized  attorney,  upon surrender of this
Warrant together with (a) the Assignment Form annexed hereto properly  endorsed,
and (b) any other documentation reasonably necessary to satisfy the Company that
such transfer is in compliance  with all  applicable  securities  laws. The term
"Holder"  shall  refer to the  Investor  or any  subsequent  transferee  of this
Warrant.

     2. Authorization of Shares. The Company covenants that all shares of Common
Stock  which may be issued  upon the  exercise  of  rights  represented  by this
Warrant  will,  upon  exercise  of the rights  represented  by this  Warrant and
payment  of the  Exercise  Price as set forth  herein  will be duly  authorized,
validly issued,  fully paid and nonassessable and free from all taxes, liens and
charges  in  respect of the issue  thereof  (other  than taxes in respect of any
transfer  occurring  contemporaneously  with such issue or  otherwise  specified
herein).
<PAGE>
     3. Exercise of Warrant.

     (a) The Holder may exercise this Warrant,  in whole or in part, at any time
and from time to time,  by  delivering  to the  offices  of the  Company  or any
transfer  agent for the Common  Stock this  Warrant,  together  with a Notice of
Exercise in the form annexed hereto specifying the number of Warrant Shares with
respect to which this Warrant is being  exercised,  together with payment to the
Company of the Exercise Price therefor.

     In the event  that the  Warrant  is not  exercised  in full,  the number of
Warrant  Shares shall be reduced by the number of such Warrant  Shares for which
this Warrant is exercised and/or  surrendered,  and the Company, at its expense,
shall within three (3) Trading Days (as defined  below) issue and deliver to the
Holder a new  Warrant  of like  tenor in the name of the Holder or as the Holder
(upon  payment  by  Holder  of  any  applicable  transfer  taxes)  may  request,
reflecting such adjusted Warrant Shares.

     Certificates  for  shares  of Common  Stock  purchased  hereunder  shall be
delivered  to the Holder  hereof  within two (2) Trading  Days after the date on
which  this  Warrant  shall have been  exercised  as  aforesaid.  The Holder may
withdraw  its  Notice of  Exercise  at any time if the  Company  fails to timely
deliver the relevant certificates to the Holder as provided in this Agreement. A
Notice of Exercise  shall be deemed  sent on the date of  delivery if  delivered
before 8:00 p.m.  Eastern Time on such date, or the day  following  such date if
delivered after 8:00 p.m. East Time; provided that the Company is only obligated
to deliver Warrant Shares against delivery of the Exercise Price from the holder
hereof and surrender of this Warrant (or appropriate  affidavit and/or indemnity
in lieu thereof).

     In lieu of delivering physical certificates representing the Warrant Shares
issuable upon conversion of this Warrant,  provided the Company's transfer agent
is  participating  in  the  Depository  Trust  Company  ("DTC")  Fast  Automated
Securities  Transfer ("FAST") program,  upon request of the Holder,  the Company
shall  use its  best  efforts  to cause  its  transfer  agent to  electronically
transmit the Warrant Shares  issuable upon exercise to the Holder,  by crediting
the account of the Holder's prime broker with DTC through its Deposit Withdrawal
Agent Commission  ("DWAC") system. The time periods for delivery described above
shall apply to the electronic  transmittals through the DWAC system. The Company
agrees to coordinate with DTC to accomplish this objective.

     Notwithstanding  the foregoing  provision regarding payment of the Exercise
Price in cash,  during any time that the  Warrant  Shares are not  subject to an
effective  Registration  Statement as required by the terms of the  Registration
Rights Agreement (as defined in the Purchase Agreement), the Holder may elect to
receive a reduced  number of Warrant  Shares in lieu of  tendering  the Exercise
Price in cash.  In such case,  the number of Warrant  Shares to be issued to the
Holder shall be computed using the following formula:

                                       2
<PAGE>
                                X = Y x (A-B)

                                      A

where:   X = the number of Warrant Shares to be issued to the Holder;
         Y = the number of Warrant Shares to be exercised under this Warrant
             Certificate;
         A = the Market Value (defined below) of one share of Common Stock; and
         B = the Exercise Price.

     (b) The term  "Trading  Day" means (x) if the Common Stock is not listed on
the New York or American  Stock Exchange but sale prices of the Common Stock are
reported on Nasdaq National Market or another automated  quotation system, a day
on which  trading is reported on the  principal  automated  quotation  system on
which sales of the Common Stock are reported,  (y) if the Common Stock is listed
on the New York Stock  Exchange or the American Stock  Exchange,  a day on which
there is trading on such stock exchange,  or (z) if the foregoing provisions are
inapplicable,  a day on which  quotations  are  reported by  National  Quotation
Bureau Incorporated.

     The term "Market Value" means the closing bid price of the Common Stock (as
reported by  Bloomberg,  L.P.) on the day before the Notice of Exercise and this
Warrant  are duly  surrendered  to the  Company  for a full or partial  exercise
hereof.  Notwithstanding  the foregoing  definition,  if the Common Stock is not
listed on a national  securities  exchange or quoted in the Nasdaq System at the
time said  Notice of  Exercise  is  submitted  to the  Company in the  foregoing
manner,  the Market Value of the Common Stock shall be as reasonably  determined
in good faith by the Board of Directors  of the Company and such Holder,  unless
the  Company  shall  become   subject  to  a  merger,   acquisition,   or  other
consolidation  pursuant to which the  Company is not the  surviving  entity,  in
which case the Market  Value of the Common Stock shall be deemed to be the value
received  by  the  Company's  common  shareholders  pursuant  to  the  Company's
acquisition (subject to Section 12 below).

     4.  No  Fractional   Shares  or  Scrip.  No  fractional   shares  or  scrip
representing  fractional  shares  shall  be  issued  upon the  exercise  of this
Warrant.  In lieu of issuance of a fractional share upon any exercise hereunder,
the Company  will either  round up to nearest  whole number of shares or pay the
cash value of that fractional share calculated on the basis of the Market Value.

     5. Charges,  Taxes and  Expenses.  Issuance of  certificates  for shares of
Common Stock upon the exercise of this Warrant  shall be made without  charge to
the Holder hereof for any issue or transfer tax or other  incidental  expense in
respect of the  issuance of such  certificate,  all of which taxes and  expenses
shall be paid by the Company,  and such certificates shall be issued in the name
of the Holder of this Warrant or in such name or names as may be directed by the
Holder of this Warrant;  provided,  however,  that in the event certificates for
shares of Common  Stock  are to be issued in a name  other  than the name of the
Holder of this  Warrant,  this Warrant when  surrendered  for exercise  shall be
accompanied by the Assignment  Form attached  hereto duly executed by the Holder
hereof; and provided further,  that the Company shall not be required to pay any
tax or taxes  which may be payable in respect of any  transfer  involved  in the
issuance of any Warrant  certificates or any certificates for the Warrant Shares
other than the  issuance of a Warrant  Certificate  to the Holder in  connection
with the Holder's surrender of a Warrant Certificate upon the exercise of all or
less than all of the Warrants evidenced thereby.

     6.  Closing of Books.  The  Company  will at no time close its  shareholder
books or records in any manner which interferes with the timely exercise of this
Warrant.

                                       3
<PAGE>
     7. No Rights as Shareholder  until Exercise.  Subject to Section 12 of this
Warrant and the  provisions of any other written  agreement  between the Company
and the  Investor,  the  Investor  shall  not be  entitled  to  vote or  receive
dividends or be deemed the holder of Warrant  Shares or any other  securities of
the  Company  that may at any time be issuable  on the  exercise  hereof for any
purpose,  nor shall  anything  contained  herein be construed to confer upon the
Investor,  as such,  any of the rights of a  stockholder  of the  Company or any
right to vote for the  election of  directors  or upon any matter  submitted  to
stockholders  at any  meeting  thereof,  or to give or  withhold  consent to any
corporate  action  (whether  upon  any  recapitalization,   issuance  of  stock,
reclassification  of stock,  change of par  value,  or change of stock to no par
value,  consolidation,  merger, conveyance or otherwise) or to receive notice of
meetings,  or to receive dividends or subscription rights or otherwise until the
Warrant shall have been exercised as provided  herein.  However,  at the time of
the exercise of this Warrant pursuant to Section 3 hereof, the Warrant Shares so
purchased  hereunder  shall be deemed to be issued to such  Holder as the record
owner of such  shares  as of the  close of  business  on the date on which  this
Warrant shall have been exercised.

     8. Assignment and Transfer of Warrant.  This Warrant may be assigned by the
surrender of this Warrant and the  Assignment  Form annexed hereto duly executed
at the office of the Company  (or such other  office or agency of the Company or
its  transfer  agent as the  Company may  designate  by notice in writing to the
registered Holder hereof at the address of such Holder appearing on the books of
the  Company);  provided,  however,  that  this  Warrant  may not be  resold  or
otherwise  transferred  except  (i)  in  a  transaction   registered  under  the
Securities  Act of  1933,  as  amended  (the  "Act"),  or (ii) in a  transaction
pursuant to an exemption,  if  available,  from  registration  under the Act and
whereby,  if  reasonably  requested  by  the  Company,  an  opinion  of  counsel
reasonably satisfactory to the Company is obtained by the Holder of this Warrant
to the  effect  that the  transaction  is so  exempt.  If this  Warrant  is duly
assigned in accordance with the terms hereof,  then the Company agrees, upon the
request  of  the  assignee,  to  amend  or  supplement  promptly  any  effective
registration  statement  covering the Warrant Shares so that the direct assignee
of the original holder is added as a selling stockholder thereunder.

     9. Loss, Theft, Destruction or Mutilation of Warrant; Exchange. The Company
represents  warrants  and  covenants  that (a) upon  receipt  by the  Company of
evidence and/or  indemnity  reasonably  satisfactory  to it of the loss,  theft,
destruction or mutilation of any Warrant or stock  certificate  representing the
Warrant  Shares,  and in  case of  loss,  theft  or  destruction,  of  indemnity
reasonably  satisfactory to it, and (b) upon surrender and  cancellation of such
Warrant or stock certificate,  if mutilated, the Company will make and deliver a
new  Warrant  or  stock   certificate  of  like  tenor  and  dated  as  of  such
cancellation,  in lieu of this Warrant or stock certificate,  without any charge
therefor. This Warrant is exchangeable at any time for an equal aggregate number
of Warrants of different denominations,  as requested by the holder surrendering
the same, or in such  denominations  as may be requested by the Holder following
determination  of the Exercise  Price.  No service  charge will be made for such
registration or transfer, exchange or reissuance.

     10. Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
taking of any action or the  expiration of any right  required or granted herein
shall be a Saturday, Sunday or a legal holiday, then such action may be taken or
such right may be exercised on the next succeeding day not a legal holiday.

                                       4
<PAGE>
     11.  Effect of Certain  Events.  If at any time  while this  Warrant or any
portion  thereof is outstanding  and unexpired  there shall be a transaction (by
merger or  otherwise)  in which more than 50% of the voting power of the Company
is disposed of  (collectively,  a "Sale or Merger  Transaction"),  the Holder of
this Warrant shall have the right  thereafter  to purchase,  by exercise of this
Warrant and payment of the aggregate  Exercise Price in effect immediately prior
to such action,  the kind and amount of shares and other securities and property
which it would have owned or have been  entitled to receive  after the happening
of such transaction had this Warrant been exercised  immediately  prior thereto,
subject to further adjustment as provided in Section 12.

     12. Adjustments of Exercise Price and Number of Warrant Shares.

     The number of and kind of  securities  purchasable  upon  exercise  of this
Warrant and the Exercise Price shall be subject to adjustment  from time to time
as set forth in this Section 12.

     (a) Subdivisions, Combinations, Stock Dividends and other Issuances. If the
Company shall,  at any time while this Warrant is  outstanding,  (A) pay a stock
dividend  or  otherwise  make a  distribution  or  distributions  on any  equity
securities (including instruments or securities convertible into or exchangeable
for such equity securities) in shares of Common Stock, (B) subdivide outstanding
shares  of  Common  Stock  into a  larger  number  of  shares,  or  (C)  combine
outstanding  Common Stock into a smaller  number of shares,  then each  Affected
Exercise  Price (as  defined  below)  shall be  multiplied  by a  fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
before such event and the  denominator of which shall be the number of shares of
Common Stock  outstanding after such event. Any adjustment made pursuant to this
Section 12(a) shall become effective  immediately  after the record date for the
determination of stockholders  entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a
subdivision or combination.  As used herein,  the Affected Exercise Prices (each
an "Affected  Exercise  Price") shall refer to: (i) the Exercise  Price and (ii)
each reported price for the Common Stock on the Principal  Market (as defined in
the Purchase Agreement) occurring on any Trading Day included in the period used
for determining the Closing Price,  which Trading Day occurred before the record
date in the case of events referred to in clause (A) of this subparagraph  12(a)
and the effective date in the case of the events  referred to in clauses (B) and
(C) of this subparagraph 12(a). "Closing Price" shall have the meaning set forth
in the Purchase Agreement. The number of shares which may be purchased hereunder
shall be increased  proportionately  to any reduction in Exercise Price pursuant
to this paragraph 12(a), so that after such  adjustments the aggregate  Exercise
Price payable  hereunder for the increased number of shares shall be the same as
the aggregate Exercise Price in effect just prior to such adjustments.

     (b) Other  Distributions.  If at any time after the date hereof the Company
distributes  to  holders  of  its  Common  Stock,  other  than  as  part  of its
dissolution,  liquidation  or the winding up of its  affairs,  any shares of its
capital  stock,  any evidence of  indebtedness  or any of its assets (other than
Common  Stock),  then the  number of Warrant  Shares  for which this  Warrant is
exercisable  shall be increased to equal:  (i) the number of Warrant  Shares for
which  this  Warrant  is  exercisable  immediately  prior  to such  event,  (ii)
multiplied  by a fraction,  (A) the  numerator of which shall be the Fair Market
Value (as  defined  below) per share of Common  Stock on the record date for the
dividend or  distribution,  and (B) the  denominator  of which shall be the Fair
Market Value price per share of Common Stock on the record date for the dividend
or distribution  minus the amount  allocable to one share of Common Stock of the
value (as  jointly  determined  in good faith by the Board of  Directors  of the
Company and the Holder) of any and all such evidences of indebtedness, shares of
capital stock,  other  securities or property,  so distributed.  For purposes of
this Warrant,  "Fair Market Value" shall equal the 5 Trading Day average closing
trading  price of the Common  Stock on the  Principal  Market (as defined in the
Purchase  Agreement) for the 5 Trading Days preceding the date of  determination
or, if the Common  Stock is not listed or admitted  to trading on any  Principal
Market,  and the average price cannot be determined as contemplated  above,  the


                                       5
<PAGE>
Fair Market Value of the Common Stock shall be as reasonably  determined in good
faith by the  Company's  Board of Directors and the Holder.  The Exercise  Price
shall be reduced to equal: (i) the Exercise Price in effect  immediately  before
the occurrence of any event (ii) multiplied by a fraction,  (A) the numerator of
which is the number of Warrant  Shares  for which  this  Warrant is  exercisable
immediately  before  the  adjustment,  and (B) the  denominator  of which is the
number of Warrant Shares for which this Warrant is exercisable immediately after
the adjustment.

     (c)  Merger,  etc.  If at any time after the date  hereof  there shall be a
merger or  consolidation  of the  Company  with or into or a transfer  of all or
substantially  all of the  assets of the  Company to  another  entity,  then the
Holder  shall be  entitled  to receive  upon or after such  transfer,  merger or
consolidation becoming effective, and upon payment of the Exercise Price then in
effect,  the number of shares or other  securities or property of the Company or
of the successor corporation resulting from such merger or consolidation,  which
would have been  received by the Holder for the shares of stock  subject to this
Warrant had this Warrant been exercised  just prior to such transfer,  merger or
consolidation  becoming  effective or to the applicable record date thereof,  as
the case may be.  The  Company  will not merge or  consolidate  with or into any
other  corporation,  or sell or  otherwise  transfer  its  property,  assets and
business  substantially  as an  entirety  to  another  corporation,  unless  the
corporation resulting from such merger or consolidation (if not the Company), or
such  transferee  corporation,  as the case may be,  shall  expressly  assume in
writing  the due and  punctual  performance  and  observance  of each and  every
covenant  and  condition  of this  Warrant to be  performed  and observed by the
Company.

     (d) Reclassification, etc. If at any time after the date hereof there shall
be a reorganization or  reclassification  of the securities as to which purchase
rights  under  this  Warrant  exist  into  the  same or a  different  number  of
securities  of any other class or classes,  then the Holder shall  thereafter be
entitled to receive upon exercise of this Warrant,  during the period  specified
herein and upon  payment  of the  Exercise  Price then in effect,  the number of
shares or other  securities or property  resulting from such  reorganization  or
reclassification, which would have been received by the Holder for the shares of
stock subject to this Warrant had this Warrant at such time been exercised.

     (e)  Exercise  Price  Adjustment.  In the event that the Company  issues or
sells any Common Stock or securities  which are convertible into or exchangeable
for its Common  Stock or any  convertible  securities,  or any warrants or other
rights to  subscribe  for or to purchase or any options for the  purchase of its
Common Stock or any such  convertible  securities  (other than shares or options
issued or which may be issued  pursuant to (i) the  Company's  current  employee
option  plans or shares  issued upon  exercise  of  options,  warrants or rights
outstanding on the date of the Agreement and listed in the Company's most recent
periodic  report filed under the Exchange Act or in the Purchase  Agreement,  or
(ii)  arrangements  with the Investor) at an effective  price per share which is
less than the  greater of the  Exercise  Price then in effect or the Fair Market
Value (as  described in Section  12(b) above) of the Common Stock on the trading
day next  preceding  such issue or sale,  then in each such case,  the  Exercise
Price in  effect  immediately  prior  to such  issue  or sale  shall be  reduced
effective  concurrently  with  such  issue or sale to an  amount  determined  by
multiplying  the Exercise Price then in effect by a fraction,  (x) the numerator
of  which  shall  be the  sum of (1)  the  number  of  shares  of  Common  Stock
outstanding  immediately  prior to such  issue or sale,  plus (2) the  number of
shares of Common Stock which the aggregate consideration received by the Company
for such additional  shares would purchase at such Fair Market Value or Exercise
Price,  whichever is greater,  then in effect;  and (y) the denominator of which
shall be the  number  of  shares  of  Common  Stock of the  Company  outstanding
immediately after such issue or sale.

                                       6
<PAGE>
     For the purposes of the foregoing  adjustment,  in the case of the issuance
of any convertible  securities,  warrants,  options or other rights to subscribe
for or to  purchase  or  exchange  for,  shares  of Common  Stock  ("Convertible
Securities"),  the  maximum  number  of shares of  Common  Stock  issuable  upon
exercise,  exchange or conversion of such Convertible Securities shall be deemed
to be outstanding,  provided that no further  adjustment  shall be made upon the
actual  issuance of Common Stock upon  exercise,  exchange or conversion of such
Convertible Securities.

     The number of shares  which may be purchased  hereunder  shall be increased
proportionately  to any reduction in Exercise  Price  pursuant to this paragraph
12(e),  so that after such  adjustments  the  aggregate  Exercise  Price payable
hereunder for the increased  number of shares shall be the same as the aggregate
Exercise Price in effect just prior to such adjustments.

     In the event of any such  issuance for a  consideration  which is less than
such Fair  Market  Value and also less than the  Exercise  Price then in effect,
than there shall be only one such  adjustment by reason of such  issuance,  such
adjustment  to be that which  results in the greatest  reduction of the Exercise
Price computed as aforesaid.

     (f) (i) The  terms  of any  reorganization,  consolidation,  merger,  sale,
transfer or share exchange shall include such terms so as to continue to give to
the holder  hereof the right to receive the  securities or property set forth in
this  Section  12  upon  any  exercise  following  any  such   reclassification,
consolidation, merger, sale, transfer or share exchange.

     (ii) In the  event  of any  adjustment  in the  number  of  Warrant  Shares
issuable  hereunder  upon  exercise,  the  Exercise  Price  shall  be  inversely
proportionately  increased or decreased as the case may be, such that  aggregate
purchase  price for Warrant  Shares upon full  exercise  of this  Warrant  shall
remain  the same.  Similarly,  in the event of any  adjustment  in the  Exercise
Price,  the number of Warrant Shares  issuable  hereunder upon exercise shall be
inversely  proportionately  increased or decreased as the case may be, such that
aggregate  purchase  price for Warrant Shares upon full exercise of this Warrant
shall remain the same.

     13. Voluntary  Adjustment by the Company. The Company may at its option, at
any time  during  the term of this  Warrant,  reduce but not  increase  the then
current  Exercise  Price  to any  amount  and for  any  period  of  time  deemed
appropriate by the Board of Directors of the Company.

     14.  Notice of  Adjustment;  Notice of Events.  (i)  Whenever the number of
Warrant  Shares or number or kind of  securities or other  property  purchasable
upon the exercise of this Warrant or the Exercise Price is adjusted, the Company
shall  promptly  mail to the Holder of this Warrant a notice  setting  forth the
number of Warrant Shares (and other securities or property) purchasable upon the
exercise of this  Warrant and the Exercise  Price of such  Warrant  Shares after


                                       7
<PAGE>
such adjustment and setting forth the computation of such adjustment and a brief
statement of the facts requiring such adjustment. (ii) If: (A) the Company shall
declare a dividend (or any other  distribution)  on its Common Stock; or (B) the
Company shall declare a special nonrecurring cash dividend on or a redemption of
its Common Stock; or (C) the Company shall authorize the granting to all holders
of the Common Stock  rights or warrants to subscribe  for or purchase any shares
of  capital  stock of any class or of any  rights;  or (D) the  approval  of any
stockholders   of  the  Company  shall  be  required  in  connection   with  any
reclassification of the Common Stock of the Company, any consolidation or merger
to which the Company is a party,  any sale or  transfer of all or  substantially
all of the assets of the Company,  or any compulsory  share exchange whereby the
Common Stock is converted into other  securities,  cash or property;  or (E) the
Company shall authorize the voluntary dissolution,  liquidation or winding up of
the affairs of the  Company,  then the Company  shall cause to be mailed to each
Warrant  holder at their last  addresses  as they shall  appear upon the Warrant
register  of the  Company,  at least 30  calendar  days prior to the  applicable
record or effective date hereinafter  specified (or such lesser time as is equal
to the period  between the date of fixing such record or effective date and such
record or effective  date,  but in no event less than 10 days), a notice stating
(x) the date on which a record is to be taken for the purpose of such  dividend,
distribution, redemption, rights or warrants, or if a record is not to be taken,
the date as of which the  holders of Common  Stock of record to be  entitled  to
such  dividend,  distributions,   redemption,  rights  or  warrants  are  to  be
determined  or (y)  the  date on  which  such  reclassification,  consolidation,
merger,  sale,  transfer or share  exchange is expected to become  effective  or
close,  and the date as of which it is expected  that holders of Common Stock of
record  shall  be  entitled  to  exchange  their  shares  of  Common  Stock  for
securities,  cash or other  property  deliverable  upon  such  reclassification,
consolidation,  merger, sale, transfer, share exchange, dissolution, liquidation
or winding up.

     15.  Authorized  Shares.  The Company  covenants that during the period the
Warrant is outstanding and exercisable,  it will reserve from its authorized and
unissued Common Stock a sufficient  number of shares to provide for the issuance
of the Warrant  Shares upon the  exercise of any and all  purchase  rights under
this Warrant.  The Company  further  covenants that its issuance of this Warrant
shall constitute full authority to its officers who are charged with the duty of
executing stock certificates to execute and issue the necessary certificates for
the Warrant Shares upon the exercise of the purchase  rights under this Warrant.
The Company will take all such  reasonable  action as may be necessary to assure
that such Warrant Shares may be issued as provided  herein without  violation of
any applicable law, regulation, or rule of any applicable market or exchange.

     16. 9.99% Limitation.

     (i)  Notwithstanding  anything to the contrary contained herein, the number
of shares of Common  Stock  that may be  acquired  by the holder  upon  exercise
pursuant to the terms hereof  shall not exceed a number that,  when added to the
total number of shares of Common Stock deemed  beneficially owned by such holder
(other  than by virtue  of the  ownership  of  securities  or rights to  acquire
securities that have  limitations on the holder's right to convert,  exercise or


                                       8
<PAGE>
purchase  similar to the limitation set forth herein),  together with all shares
of Common  Stock deemed  beneficially  owned by the  holder's  "affiliates"  (as
defined in Rule 144 of the Act) ("Aggregation Parties") that would be aggregated
for  purposes  of  determining  whether  a  group  under  Section  13(d)  of the
Securities  Exchange Act of 1934 as amended,  exists,  would exceed 9.99% of the
total  issued  and  outstanding  shares of the  Common  Stock  (the  "Restricted
Ownership  Percentage");  provided  that (w) each holder shall have the right at
any time and from time to time to reduce  its  Restricted  Ownership  Percentage
immediately  upon notice to the Company and (x) each holder shall have the right
(subject  to  waiver)  at any time  and  from  time to  time,  to  increase  its
Restricted Ownership Percentage  immediately in the event of the announcement as
pending or planned, of a transaction or event referred to in Section 5(m) of the
Certificate.

     (ii) Each time (a "Covenant Time") the holder or an Aggregation Party makes
a  Triggering  Acquisition  (as  defined  below) of shares of Common  Stock (the
"Triggering  Shares"),  the holder will be deemed to covenant  that it will not,
during the balance of the day on which such Triggering  Acquisition  occurs, and
during  the  61-day  period  beginning   immediately  after  that  day,  acquire
additional shares of Common Stock pursuant to rights-to-acquire existing at that
Covenant  Time, if the aggregate  amount of such  additional  shares so acquired
(without reducing that amount by any dispositions) would exceed (x) 9.99% of the
number of shares of Common Stock  outstanding  at that Covenant Time  (including
the  Triggering  Shares) minus (y) the number of shares of Common Stock actually
owned by the holder at that Covenant Time  (regardless  of how or when acquired,
and including the  Triggering  Shares).  A  "Triggering  Acquisition"  means the
giving of a Notice of Exercise or any other  acquisition  of Common Stock by the
holder or an  Aggregation  Party;  provided,  however,  that with respect to the
giving of such  Notice of  Exercise,  if the  associated  issuance  of shares of
Common  Stock  does  not  occur,  such  event  shall  cease  to be a  Triggering
Acquisition and the related  covenant under this paragraph shall  terminate.  At
each  Covenant  Time,  the  holder  shall be  deemed to waive any right it would
otherwise  have to  acquire  shares  of  Common  Stock to the  extent  that such
acquisition would violate any covenant given by the holder under this paragraph.
Notwithstanding  anything to the contrary in the Transaction  Documents,  in the
event of a conflict  between any  covenant  given under this  paragraph  and any
obligation  of the holder to exercise this Warrant  pursuant to the  Transaction
Documents,  the former  shall  supersede  the  latter,  and the latter  shall be
reduced accordingly. For the avoidance of doubt:

          (A) The covenant to be given  pursuant to this paragraph will be given
     at every Covenant Time and shall be calculated  based on the  circumstances
     then in effect.  The making of a covenant  at one  Covenant  Time shall not
     terminate or modify any prior covenants.

          (B) The holder may therefore  from time to time be subject to multiple
     such covenants, each one having been made at a different Covenant Time, and
     some possibly being more  restrictive  than others.  The holder must comply
     with all such covenants then in effect.

     17.  Compliance  with Securities  Laws. (a) The Holder hereof  acknowledges
that the Warrant  Shares  acquired  upon the  exercise of this  Warrant,  if not
registered (or if no exemption from registration exists), will have restrictions
upon  resale  imposed by state and federal  securities  laws.  Each  certificate
representing  the  Warrant  Shares  issued to the Holder upon  exercise  (if not
registered,  for  resale or  otherwise,  or if no  exemption  from  registration
exists) will bear substantially the following legend:

                                       9
<PAGE>

     THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED WITH
THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE
IN RELIANCE UPON AN EXEMPTION  FROM  REGISTRATION  UNDER THE  SECURITIES  ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), AND,  ACCORDINGLY,  MAY NOT BE OFFERED,
TRANSFERRED,  SOLD OR  OTHERWISE  DISPOSED OF EXCEPT  PURSUANT  TO AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN  AVAILABLE
EXEMPTION  FROM,  OR  IN  A  TRANSACTION   NOT  SUBJECT  TO,  THE   REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES LAWS.

     (b) Without limiting the Investor's right to transfer,  assign or otherwise
convey  the  Warrant  or  Warrant  Shares  in  compliance  with  all  applicable
securities   laws,  the  Investor  of  this  Warrant,   by  acceptance   hereof,
acknowledges that this Warrant and the Warrant Shares to be issued upon exercise
hereof are being  acquired  solely for the  Investor's  own account and not as a
nominee  for any other  party,  and that the  Investor  will not offer,  sell or
otherwise  dispose  of this  Warrant  or any  Warrant  Shares to be issued  upon
exercise hereof except under  circumstances  that will not result in a violation
of applicable federal and state securities laws.

     18. Miscellaneous.

     (a) Issue Date; Choice of Law; Venue; Jurisdiction.  The provisions of this
Warrant  shall be  construed  and shall be given effect in all respects as if it
had been issued and  delivered by the Company on the date  hereof.  This Warrant
shall be binding upon any  successors  or assigns of the  Company.  This Warrant
will be construed  and enforced in  accordance  with and governed by the laws of
the  State of New York,  except  for  matters  arising  under  the Act,  without
reference to principles of conflicts of law. Each of the parties consents to the
exclusive  jurisdiction of the FEDERAL AND STATE CourtS sitting in the COUNTY of
New York in the State of New York in connection  with any dispute  arising under
this  Warrant and hereby  waives,  to the maximum  extent  permitted by law, any
objection,  including any objection  based on forum non conveniens OR VENUE,  to
the  bringing of any such  proceeding  in such  jurisdiction.  Each party hereby
agrees that if the other party to this Warrant obtains a judgment  against it in
such a  proceeding,  the party which  obtained such judgment may enforce same by
summary judgment in the courts of any country having jurisdiction over the party
against  whom such  judgment  was  obtained,  and each party  hereby  waives any
defenses available to it under local law and agrees to the enforcement of such a
judgment.  Each party to this  Warrant  irrevocably  consents  to the service of
process in any such proceeding by the mailing of copies thereof by registered or
certified mail, postage prepaid, to such party at its address in accordance with
Section  18(c).  Nothing  herein  shall  affect  the right of any party to serve
process in any other manner permitted by law.

     (b) Modification and Waiver.  This Warrant and any provisions hereof may be
changed,  waived,  discharged  or  terminated  only by an  instrument in writing
signed  by the  party  against  which  enforcement  of the same is  sought.  Any
amendment  effected in accordance  with this paragraph shall be binding upon the
Investor,  each future holder of this Warrant and the Company. No waivers of, or
exceptions to, any term,  condition or provision of this Warrant,  in any one or
more instances,  shall be deemed to be, or construed as, a further or continuing
waiver of any such term, condition or provision.

     (c) Notices. Any notice, request or other document required or permitted to
be given or delivered to the  Investor or future  holders  hereof or the Company
shall be personally  delivered or shall be sent by certified or registered mail,
postage prepaid,  to the Investor or each such holder at its address as shown on
the books of the  Company  or to the  Company  at the  address  set forth in the
Purchase Agreement.  All notices under this Warrant shall be deemed to have been
given when received.

                                       10
<PAGE>
     A party may from time to time change the address to which notices to it are
to be delivered or mailed  hereunder by notice in accordance with the provisions
of this Section 18(c).

     (d) Severability.  Whenever possible,  each provision of this Warrant shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any  provision  of  this  Warrant  is  held  to be  invalid,  illegal  or
unenforceable   in  any  respect  under  any  applicable  law  or  rule  in  any
jurisdiction,  such invalidity,  illegality or unenforceability shall not affect
the validity,  legality or enforceability of any other provision of this Warrant
in such  jurisdiction or affect the validity,  legality or enforceability of any
provision  in any  other  jurisdiction,  but this  Warrant  shall  be  reformed,
construed  and  enforced in such  jurisdiction  as if such  invalid,  illegal or
unenforceable provision had never been contained herein.

     (e) No Impairment. The Company will not, by amendment of its Certificate of
Incorporation or through any reorganization,  transfer of assets, consolidation,
merger, dissolution,  issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of this
Warrant,  but will at all times in good faith  assist in the carrying out of all
such  terms  and in the  taking  of  all  such  action  as may be  necessary  or
appropriate  in order to protect  the rights of the Holder  against  impairment.
Without  limiting  the  generality  of the  foregoing,  the Company (a) will not
increase the par value of any Warrant Shares above the amount  payable  therefor
on such  exercise,  and (b)  will  take  all such  action  as may be  reasonably
necessary or appropriate in order that the Company may validly and legally issue
fully paid and nonassessable Warrant Shares on the exercise of this Warrant.

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

                            [Signature Page Follows]

                                       11
<PAGE>
     IN WITNESS  WHEREOF,  the Company has caused this Warrant to be executed by
its officers thereunto duly authorized.

Dated: April _______, 2000

                                         GenesisIntermedia.com, Inc.


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

ATTEST:



________________________
Print Name:



<PAGE>

                               NOTICE OF EXERCISE



To:      GenesisIntermedia.com, Inc.

     (1) The undersigned  hereby elects to exercise the attached Warrant for and
to purchase  thereunder,  ______  shares of Common  Stock,  and  herewith  makes
payment therefor of $_______,  or elects to use the cashless  exercise option of
the Warrant in the event  Warrant  Shares are not  registered as required in the
Registration Rights Agreement.

     (2) Please issue a certificate or certificates  representing said shares of
Common  Stock  in the  name  of the  undersigned  or in  such  other  name as is
specified below:

                           _______________________________
                           (Name)

                           _______________________________
                           (Address)
                           _______________________________

     (3) Please issue a new Warrant for the unexercised  portion of the attached
Warrant in the name of the  undersigned  or in such  other name as is  specified
below:

                                         ___________________________________
                                         (Name)

____________________                     ___________________________________
(Date)                                   (Signature)
                                         ___________________________________
                                         (Address)


Dated:


______________________________
Signature


<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)



     FOR VALUE RECEIVED,  the foregoing Warrant and all rights evidenced thereby
are   hereby   assigned   to   ___________________________   whose   address  is
____________________________________________.


Dated:  ______________,


                           Holder's Signature: _____________________________

                           Holder's Address:   _____________________________

                                               _____________________________


Signature Guaranteed:  ___________________________________________




NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of  corporations  and  those  acting  in an  fiduciary  or other  representative
capacity  should  file  proper  evidence of  authority  to assign the  foregoing
Warrant.