AMENDMENT TO SPACE LEASE AGREEMENT

     This Amendment to Space Lease Agreement (this  "Amendment") is entered into
as of August 30, 2001 by and between Macerich  Management  Company, a California
corporation  ("Macerich")  and  GenesisIntermedia,  Inc. a Delaware  corporation
doing business as  CenterlinQ,  formerly  known as  GenesisIntermedia.com,  Inc.
("Genesis"), based upon the following facts and circumstances:

     A.  Macerich  and  Genesis  have  entered  into that  certain  Space  Lease
Agreement  dated November 2, 2000 (referred to as the  "Agreement")  pursuant to
which  Genesis  agreed  to  install  a  network  of  interactive  directory  and
communication-system  kiosks  comprised  of  television-style  screens  used for
content  based  advertising  and touch screen  computer  monitors  with attached
keyboards  (collectively  referred  to as the  "CenterlinQ  System")  in certain
shopping  centers  managed by  Macerich  which are listed on Exhibit  "A" to the
Agreement.

     B.   Macerich   and  Genesis  have  agreed  that  Genesis  will  limit  the
installation of the CenterlinQ System to Lakewood Center and have also agreed to
amend the Warrant granted in connection with the Agreement.

     C.  Macerich and Genesis  desire to amend the  Agreement to delete  certain
shopping centers from the Agreement and to modify the Warrant provisions.

         NOW, THEREFORE, the parties hereby agree as follows:

     1. Unless otherwise specifically provided in this Amendment, all terms that
are defined in the Agreement shall have the same  respective  meanings when used
in this Amendment as given to said defined terms in the Agreement.

     2. The original  Exhibit "A" to the Agreement shall each be replaced in its
entirety with the Exhibit "A" attached  hereto and  incorporated  herein by this
reference,  so as to delete  Los  Cerritos  Center and  Stonewood  Mall from the
Agreement.

     3.  Paragraph 23 shall be replaced in its entirety to read as follows:  "As
an  additional  incentive  to enter  into this  Agreement,  Macerich  and/or its
affiliates will be granted a warrant and registration rights with respect to the
underlying  shares with such terms as reflected in that  certain  Warrant  dated
November 2, 2000,  as amended and issued to The Macerich  Partnership,  L.P. and
that certain  Warrant and  Registration  Rights  Agreement  between The Macerich
Partnership, L.P. and Genesis dated November 2, 2000, as amended."

     4. Except as herein modified,  the Agreement shall remain in full force and
effect and nothing in this  Amendment  shall be deemed to waive or modify any of
the provisions of the Agreement.

         IN WITNESS WHEREOF, this Amendment is entered in to by the parties as
of the day and year first above written.


MACERICH MANAGEMENT COMPANY                 GENESISINTERMEDIA, INC.




By: _______________________                 By: ______________________________

Its: ______________________                 Its: _____________________________



                                    EXIBIT A
                                                                                      
                                                                                               GUARANTEED MIN.
PROPERTY             OWNER              MAILING ADDRESS             DMA         MARKET           ANNUAL RENT
---------------------------------------------------------------------------------------------------------------
Santa Monica Place   Macerich Santa     395 Santa Monica Place       2         Los Angeles       $63,000.00
                     Monica, LLC, a     Santa Monica, CA 90401
                     Delaware limited   (310) 394-5451
                     liability company

Valley View Center   Macerich Valley    2040 Valley View Center      7        Dallas, Ft. Worth  $68,400.00
                     View Limited       Dallas, TX 75240
                     Partnership        (972) 661-2938