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 Property Management Company,  LLC,
a Delaware  limited  liability  company,  formerly  known as  Macerich  Property
Management  Company   ("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 Santa  Monica  Place and Valley View
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 The Mall at  Northgate,  Pacific  View and  Westside
Pavilion 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 PROPERTY MANAGEMENT                  GENESISINTERMEDIA, INC.
COMPANY, LLC


By: _____________________________             By: ______________________________
Its: ____________________________             Its: _____________________________

<PAGE>


                                   EXHIBIT A

<TABLE>

              <c>                    <c>               <C>         <C>             <C>
                                                                                    GUARANTEED MIN.
PROPERTY        OWNER             MAILING ADDRESS         DMA         MARKET          ANNUAL RENT
----------------------------------------------------------------------------------------------------
Lakewood       Macerich            500 Lakewood Center    2         Los Angeles         $57,000.00
Center         Lakewood, LLC       Mall, Lakewood CA
               Delaware limited    90712
               liability company   (562) 633-0437
</TABLE>