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
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, 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 ▇▇▇▇▇▇ 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: _____________________________
EXHIBIT A
GUARANTEED MIN.
PROPERTY OWNER MAILING ADDRESS DMA MARKET ANNUAL RENT
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Lakewood Macerich ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇▇▇▇▇ $57,000.00
Center Lakewood, LLC Mall, Lakewood CA
Delaware limited 90712
liability company (▇▇▇) ▇▇▇-▇▇▇▇
