AMENDMENT TO WARRANT
                        AND REGISTRATION RIGHTS AGREEMENT
                          DATED AS OF NOVEMBER 2, 2000

     This Amendment (the  "Amendment")  to the Warrant and  Registration  Rights
Agreement (the "Agreement")  dated as of November 2, 2000 by  GenesisIntermedia,
Inc.   (the   "Company"),    a   Delaware   corporation   (formerly   known   as
GenesisIntermedia.com,  Inc.) and The Macerich Partnership, L.P. ("Macerich") is
effective as of August 30, 2001.

     Whereas,  pursuant  to the  Agreement,  a Warrant was issued to Macerich to
purchase  200,000 shares of Common Stock (the "Common  Stock") of the Company at
an exercise  price of $15 per share,  which amount and price have been  adjusted
pursuant to Section 5 of the Warrant to represent 600,000 shares of Common Stock
at an exercise price of $5 per share;

     WHEREAS,  pursuant to the Agreement,  a Registration Statement on Form S-3,
File No. 333-59122 (the "Registration  Statement") was filed with the Securities
and Exchange  Commission  ("SEC")  registering the sale of all shares underlying
the Warrant;

     Whereas,  the parties desire to amend the Agreement,  including the Warrant
attached as Exhibit A, on the terms and conditions specified below.

     Now, therefore, the parties agree as follows:

     1. The  parties  agree  that the  Warrant is fully  vested and  exercisable
immediately  with  respect  to  200,000  shares of Common  Stock  (the  "Warrant


<PAGE>
Shares")  at an  exercise  price  of $5 per  share.  The  Warrant  shall  not be
exercisable for any other shares of Common Stock.

     2. Except as provided  below,  Macerich shall not,  directly or indirectly,
offer, sell, transfer, assign, contract to sell, enter into any short sales with
respect to the Warrant  Shares,  or  otherwise  dispose of (any such  action,  a
"Disposition")  any of the Warrant  Shares.  A pledge of any such Warrant Shares
shall not constitute a Disposition hereunder.  Any Disposition shall be effected
in compliance with the following criteria ("Disposition Restrictions"):

(i)  no more than 5,000 Warrant  Shares shall be subject to a Disposition in any
     24-hour period.

Notwithstanding anything in this Amendment to the contrary, Macerich may pledge,
margin or otherwise encumber the Warrant Shares in a bona fide loan transaction,
unless the result of any such activity  would be that such Warrant  Shares would
be available for lending and/or  borrowing in connection with short sales of the
Warrant Shares by any third party. The Disposition  Restrictions shall expire if
the Company  breaches any of its obligations  (without giving effect to any cure
periods) under the Warrant or the Agreement,  each as amended by this Amendment.
Macerich agrees if it breaches the  Disposition  Restrictions it will pay to the
Company  as its sole  remedy  for such  breach  $10.00  for each  share  sold by
Macerich in violation of such  Disposition  Restrictions.  The Company agrees it
will have no other legal or equitable remedy with respect to any such breach.

                                       2
<PAGE>

Macerich  may  sell  the  Warrant  Shares  without   complying  with  the  above
Disposition Restrictions to a third party in a private transaction provided that
the third  party  purchaser  agrees in  writing  to be bound by the terms of the
Warrant, as amended,  as if an original party thereto.  Macerich shall report to
the  Company at the  Company's  request,  but in no event less  frequently  than
weekly,  the  number of  Dispositions  or other  transfers,  pledges  or similar
transactions with respect to the Warrant Shares.

     3. Upon receipt of an exercise  notice,  the Company  agrees to issue,  and
cause to be  delivered,  within three (3) business  days, to or upon the written
order of the holder in such name or names as the Warrant  holder may  designate,
certificates for the full number of Warrant Shares issuable upon the exercise of
this Warrant in the denominations requested by Macerich.

     4. The Warrant will expire on August 30, 2006.

     5. All of the  representations and warranties made in the Agreement and the
Warrant by the Company are true and correct as of the date  hereof.  The Company
represents  and  warrants  that the  Registration  Statement  is  effective  and
Macerich may immediately  sell the Warrant Shares  pursuant to the  Registration
Statement,  subject to the restrictions set forth in this Amendment. The Company
further  represents  and warrants that it has  fulfilled all of its  obligations
under the  Agreement  with  respect to the sale of the  Warrant  Shares by or on
behalf of Macerich.

     6. In connection with the sale of any Warrant Shares, the Company agrees to
the following procedures:

(i)  The Company  will  immediately  notify  Rick Bayer and  Madonna  Shannon of
     Macerich if (i) the Registration Statement is no longer effective, (ii) the

                                       3
<PAGE>

     SEC has issued a stop order with  respect  thereto,  or (iii) the events in
     Section  6.04(i)  of the  Agreement  have  occurred.  If the events in such
     Section occur, the Company will immediately  prepare and file the necessary
     supplement or amendment as contemplated in such Section.

(ii) The Company will provide the transfer agent as of the date hereof a blanket
     opinion in a form  satisfactory  to the transfer  agent with respect to the
     sale of all of the Warrant Shares pursuant to the Registration Statement.

(iii)The  Company  agrees  it  will  provide  its  transfer  agent   irrevocable
     instructions  with respect to the  issuance of the Warrant  Shares in 5,000
     share  denominations,  upon  receipt of the exercise  notice from  Macerich
     which provide that the transfer agent will deliver restricted shares in the
     name of the  entity  or  person  requested  by  Macerich  within  three (3)
     business days of receiving such notice.

(iv) The Company  agrees to provide its  transfer  agent  immediately  after the
     Warrant  Shares are issued  irrevocable  instructions  in the form attached
     hereto  with  respect to the sale of any  Warrant  Shares  pursuant  to the
     Registration  Statement  which provide that the transfer agent will deliver
     unrestricted  shares  in the name of the  entity  or  person  requested  by
     Macerich's  designated broker to such broker within three (3) business days
     of receiving such request.

(v)  The Company will make  available by phone to Macerich's  broker its general
     counsel,  Michael  Tamer,  or  if he  cannot  be  reached  Ted  Maloney  or
     Christopher  Moore of Nida & Maloney,  LLP, its outside counsel,  to verify
     that the  Registration  Statement is effective and that the Warrant  Shares
     may be  sold  pursuant  to the  Registration  Statement  on such  dates  as
     Macerich's broker determines.

                                       4
<PAGE>



     IN WITNESS WHEREOF, this Amendment is entered into by the parties as of the
date above written.

                                        THE MACERICH PARTNERSHIP, L.P.
                                          a Delaware limited partnership
Accepted by:
                                        By: The Macerich Company,
GENESISINTERMEDIA, INC.                     a Maryland corporation,
                                            its sole general partner



By:  ________________________           By:  ____________________________
        Ramy El-Batrawi                       Richard A. Bayer
Its:    President                       Its:  Executive Vice President,
                                              General Counsel & Secretary


<PAGE>

                                   Exhibit A

                                    Warrant

This exhibit is  incorporated  by reference to Exhibit 10.58 to Annual Report on
Form 10-K filed with the Securities and Exchange  Commission on April 16, 2001
(Commission File No.: 001-15029).

<PAGE>





                                 August __, 2001

Via Facsimile (818) 502-0674 and First Class Mail

U.S. Stock Transfer Corporation
1745 Gardena Avenue
Glendale, CA 91204
Attention:  Syed Hussaini

         Re:      GenesisIntermedia, Inc.
                  Letter of Instruction-Issuance

Ladies and Gentlemen:

     The shares of Common Stock represented by certificate Nos. ___________ have
been   registered  for  resale   pursuant  to  a  Registration   Statement  (the
"Registration  Statement") on Form S-3 filed by the Issuer on April 18, 2001 and
declared effective by the Securities and Exchange  Commission (the "Commission")
on May 25, 2001. By this letter,  the Issuer  irrevocably  instructs  U.S. Stock
Transfer to effect the transfer and reissue the shares to the transferee thereof
without restrictive legend upon notification from The Macerich Partnership, L.P.
or its representatives, including UBS/Paine Webber, Inc., that: (i) The Macerich
Partnership,  L.P. has sold such shares pursuant to the  Registration  Statement
and in the manner  described in the prospectus,  as amended pursuant to Rule 424
under the Securities Act of 1933, as amended (the "Securities Act"), included in
the Registration Statement (the "Final Prospectus"); (ii) in effecting such sale
The  Macerich  Partnership,  L.P. has or will  deliver the Final  Prospectus  in
accordance  with Section 5(b)(2) of the Securities Act; and (iii) at the time of
the sale,  the Company has not  notified  The Macerich  Partnership,  L.P.  that
either (a) the  Registration  Statement  is no longer  effective,  (b) the Final
Prospectus  contains a material  misstatement  or omission or (c) the Commission
has issued a stop order with respect to the Registration  Statement.  The shares
issued  pursuant to this letter of instruction  shall be delivered no later than
three business days after receipt of such notice to the entity specified in such
notice.

     If you need any  further  information  in this  regard  please  contact the
undersigned.

                                  Sincerely,



                                  Douglas E. Jacobsen