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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)*
iMALL, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
45244X207
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(CUSIP Number)
Michael T. Whealy
Executive Vice President
and General Counsel
First Data Corporation
5660 New Northside Drive
Atlanta, Georgia 30328
(770) 690-4201
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 12, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note. Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
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* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP NO. 45244X207 13D Page 2 of 8 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
First Data Merchant Services Corporation IRS No. 59-2126793
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
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7 SOLE VOTING POWER
2,000,000
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,000,000
PERSON WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,000,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.33%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 45244X207 13D Page 3 of 8 Pages
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
First Data Corporation IRS No. 47-0731996
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_] (b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
2,000,000
NUMBER OF -----------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,000,000
PERSON WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
2,000,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.33%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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CUSIP NO. 45244X207 13D Page 4 of 8 Pages
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This Amendment No. 1 (this "Amendment") relates to the Statement on
Schedule 13D, dated November 30, 1998 (as so amended, the "Statement"), filed
with the Securities and Exchange Commission (the "SEC") on behalf of First Data
Corporation, a Delaware corporation ("First Data"), and First Data Merchant
Services Corporation, a Florida corporation and a wholly owned subsidiary of
First Data ("FDMS"), with respect to the Common Stock, par value $.008 per share
(the "Stock"), of iMALL, Inc., a Nevada corporation ("iMall"). The principal
executive office of iMall is located at 233 Wilshire Boulevard, Suite 820, Santa
Monica, California 90401.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Statement is hereby amended to add the following:
On July 12, 1999, FDMS entered into a Voting Agreement (the "Voting
Agreement") with At Home Corporation, a Delaware corporation ("Parent"), and
iMall. A copy of the Voting Agreement is incorporated by reference as Exhibit 5
hereto. The description of the Voting Agreement in this Item 4 and in Item 6 is
qualified in its entirety by reference to such Exhibit.
Pursuant to the Voting Agreement, FDMS has agreed to vote all Stock
beneficially owned by FDMS:
. in favor of the merger of Shop Nevada, Inc., a Nevada
corporation and a wholly owned subsidiary of Parent ("Merger
Sub"), into iMall (the "Merger"), as contemplated by the
Agreement and Plan of Merger, dated as of July 12, 1999, among
Parent, Merger Sub, and iMall (the "Merger Agreement");
. in favor of an amendment to iMall's Articles of Incorporation
which would delete a supermajority vote requirement in connection
with certain dispositions of assets of iMall; and
. against approval of (1) any proposal made in opposition to or in
competition with consummation of the Merger, (2) any merger,
consolidation, sale of assets, reorganization or recapitalization
with any party other than Parent or its affiliates, or (3) any
liquidation or winding up of iMall.
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CUSIP NO. 45244X207 13D Page 5 of 8 Pages
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The Merger Agreement is filed with the SEC as Exhibit 2.1 to iMall's Current
Report on Form 8-K dated July 13, 1999.
In addition, on July 12, 1999, iMall and FDMS entered into an Amendment No.
1 to the Investment Agreement (the "Investment Agreement Amendment") which
provides that, so long as the Merger Agreement is in effect, the Warrant for
5,000,000 shares of iMall Stock as contemplated by the Investment Agreement will
not be issued.
A copy of the Investment Agreement Amendment is incorporated by reference
as Exhibit 6 hereto. The description of the Investment Agreement Amendment in
this Item 4 and in Item 6 is qualified in its entirety by reference to such
Exhibit.
Except as set forth above, none of the Reporting Persons has any plans or
proposals which relate to or would result in the types of transactions set forth
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) of the Statement is hereby amended to read in its entirety as
follows:
(a) At the First Closing, on October 30, 1999, FDMS received from iMall
1,540,000 shares of Stock, representing 8.73% of the outstanding shares of Stock
(such percentage being calculated based on the representation of iMall in its
Quarterly Report on Form 10-QSB for the quarter ended March 31, 1999, that on
March 31, 1999 there were 17,645,266 shares of Stock outstanding). At the
Second Closing, on February 9, 1999, FDMS received from iMall 460,000 shares of
Stock, which, together with the shares received at the First Closing, represents
11.33% of the outstanding shares of Stock (such percentage being calculated
based on the representation of iMall in its Quarterly Report on Form 10-QSB for
the quarter ended March 31, 1999, that on March 31, 1999 there were 17,645,266
shares of Stock outstanding). Since FDMS is a wholly owned subsidiary of First
Data, First Data may be deemed the beneficial owner of all of the shares of
Stock set forth in this Item 5(a). Except as set forth in this Item 5(a), none
of First Data, FDMS or, to the knowledge of either of them, any executive
officer or director of First Data or FDMS identified in Item 2 of the Statement
beneficially owns any shares of Stock.
Item 5(b) of the Statement is hereby amended to read in its entirety as
follows:
(b) FDMS has the sole voting power and sole dispositive power over the
2,000,000 shares of Stock delivered to it at the First Closing and the Second
Closing. As described in Item 4, FDMS has agreed to vote in favor of the Merger
and against any competing
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CUSIP NO. 45244X207 13D Page 6 of 8 Pages
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acquisition proposals or other agreements that would impede or prevent the
Merger. In addition, FDMS has agreed, subject to certain exceptions, not to
transfer any of the Stock of iMall until earlier of the termination of the
Voting Agreement or the record date for the meeting at which the stockholders of
iMall are asked to vote upon approval of the Merger Agreement and Merger. Since
FDMS is a wholly owned subsidiary of First Data, First Data may be deemed to
have sole voting power and sole dispositive power over the shares of Stock set
forth in this Item 5(b). The information contained in Item 5(a) is incorporated
herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Statement is hereby amended to include the following:
Exhibit Number Description
- -------------- -----------
5 Voting Agreement dated as of July 12, 1999, by and among At
Home Corporation, iMall, Inc., and First Data Merchant
Services Corporation.
6 Amendment No. 1 to Investment Agreement dated as of July 12,
1999 between iMall, Inc. and First Data Merchant Services
Corporation.
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CUSIP NO. 45244X207 13D Page 7 of 8 Pages
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 23, 1999
FIRST DATA MERCHANT SERVICES CORPORATION
By: /s/ Michael T. Whealy
---------------------------
Name: Michael T. Whealy
Title: Secretary
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: July 23, 1999
FIRST DATA CORPORATION
By: /s/ Michael T. Whealy
--------------------------
Name: Michael T. Whealy
Title: Executive Vice President and General Counsel
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CUSIP NO. 45244X207 13D Page 8 of 8 Pages
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Exhibit Index
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Exhibit Number Description
- -------------- -----------
5 Voting Agreement dated as of July 12, 1999, among At Home
Corporation, iMall, Inc., and First Data Merchant Services
Corporation.
6 Amendment No. 1 to Investment Agreement dated as of July 12,
1999 between iMall, Inc. and First Data Merchant Services
Corporation.
<PAGE>
COMPANY DATA
COMPANY CONFORMED NAME: IMALL INC
CENTRAL INDEX KEY: 0001020862
STANDARD INDUSTRIAL CLASS.: 8200
IRS NUMBER: 592544687
STATE OF INCORPORATION: NV
FISCAL YEAR END 1231
BUSINESS ADDRESS:
STREET 1: 233 WILSHIRE BOULEVARD
STREET 2: SUITE 820
CITY: SANTA MONICA
STATE: CA
ZIP: 90401
BUSINESS PHONE: 3103094000
SROS: NASD
<PAGE>
Exhibit 5
Voting Agreement
This Voting Agreement (the "Agreement") is made and entered into as of July
12, 1999, between At Home Corporation, a Delaware corporation ("Parent"), and
the undersigned stockholder ("Stockholder") of iMall, Inc., a Nevada corporation
("Company").
Recitals
A. Concurrently with the execution of this Agreement, Parent, Company and
Shop Nevada, Inc., a Nevada corporation and a wholly-owned subsidiary of Parent
("Merger Sub"), are entering into an Agreement and Plan of Merger (the "Merger
Agreement") which provides for the merger (the "Merger") of Merger Sub with and
into Company. Pursuant to the Merger, shares of capital stock of Company will be
converted into shares of Series A Common Stock of Parent on the basis described
in the Merger Agreement. Capitalized terms used but not defined herein shall
have the meanings set forth in the Merger Agreement.
B. Stockholder is the record holder of such number of outstanding shares
of Company Common Stock as is indicated on the final page of this Agreement.
C. As a material inducement to enter into the Merger Agreement, Parent
desires Stockholder to agree, and Stockholder is willing to agree, to vote the
Shares (as defined below), and such other shares of capital stock of Company
over which Stockholder has voting power, so as to facilitate consummation of the
Merger.
Intending to be legally bound, the parties agree as follows:
1. Agreement to Vote Shares.
1.1 Definitions. For purposes of this Agreement:
"Shares" shall mean all issued and outstanding shares of Company Common
Stock owned of record or beneficially by Stockholder or over which Stockholder
exercises voting power, in each case, as of the record date for persons entitled
(a) to receive notice of, and to vote at the meeting of the stockholders of
Company called for the purpose of voting on the matters referred to in Section
1.2, or (b) to take action by written consent of the stockholders of Company
with respect to the matters referred to in Section 1.2. Stockholder agrees that
any shares of capital stock of Company that Stockholder purchases or with
respect to which Stockholder otherwise acquires beneficial ownership or over
which Stockholder exercises voting power after the execution of this Agreement
and prior to the date of termination of this Agreement pursuant to Section 3
below shall be subject to the terms and conditions of this Agreement to the same
extent as if they constituted Shares on the date hereof.
<PAGE>
"Subject Securities" shall mean: (i) all securities of Company (including
all shares of Company Common Stock and all options, warrants and other rights to
acquire shares of Company Common Stock) beneficially owned by Stockholder as of
the date of this Agreement; and (ii) all additional securities of Company
(including all additional shares of Company Common Stock and all additional
options, warrants and other rights to acquire shares of Company Common Stock) of
which Stockholder acquires ownership during the period from the date of this
Agreement through the earlier of termination of this Agreement pursuant to
Section 3 below or the record date for the meeting at which stockholders of
Company are asked to vote upon approval of the Merger Agreement and the Merger
(the "Record Date").
Stockholder shall be deemed to have effected a "Transfer" of a security if
Stockholder directly or indirectly: (i) sells, pledges, encumbers, transfers or
disposes of, or grants an option with respect to, such security or any interest
in such security; or (ii) enters into an agreement or commitment providing for
the sale, pledge, encumbrance, transfer or disposition of, or grant of an option
with respect to, such security or any interest therein. Stockholder shall not
be deemed to have effected a "Transfer" of a security by virtue of entering into
a merger, consolidation or other business combination of any nature with another
entity or entities.
1.2 Agreement to Vote Shares. Until the termination of this Agreement
pursuant to Section 3 below, at every meeting of the stockholders of Company
called with respect to any of the following, and at every adjournment thereof,
and on every action or approval by written consent of the stockholders of
Company with respect to any of the following, Stockholder shall cause the Shares
to be voted (i) in favor of approval of the Merger Agreement and the Merger,
(ii) in favor of approval of an amendment to the Articles of Incorporation of
the Company which deletes Article VI.C of the Company's Articles of
Incorporation regarding a supermajority vote requirement in certain dispositions
of assets of the Company and (iii) against approval of (a) any proposal made in
opposition to or in competition with consummation of the Merger, (b) any merger,
consolidation, sale of assets, reorganization or recapitalization with any party
other than Parent or its affiliates or (c) any liquidation or winding up of
Company.
1.3 No Transfer of Subject Securities. Until the earlier of termination
of this Agreement pursuant to Section 3 below or the Record Date, except (A) as
may be required by (i) the foreclosure on any encumbrance secured by such
Subject Securities as of the date hereof or (ii) court order or (B) for
transfers to any subsidiary of First Data Corporation, provided that such
subsidiary agrees in writing to be bound by the terms of this Agreement as
though such subsidiary were a Stockholder, and that notice and a copy of such
agreement are provided to Parent prior to such transfer, Stockholder agrees not
to Transfer any of the Subject Securities.
1.4 Lockup. During the period beginning on the Effective Date (as defined
in the Merger Agreement) and ending on the date which is nine months after the
Effective Date, Stockholder shall not sell, pledge, transfer or otherwise
dispose of more than 1,610,000 shares of Parent Series A Common Stock, par value
$0.01 per share ("Parent Common Stock"), received by Stockholder (i) in
connection with shares of Company Common Stock issued upon consummation of the
Merger or (ii) pursuant to an exercise of the Parent Warrant (as defined in
2
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the Merger Agreement). Parent Stockholder understands that Parent may give
Parent's transfer agent stop transfer instructions in order to ensure compliance
with this provision.
1.5 Agreement to Register. At the Effective Time, Parent and Stockholder
shall enter into the Registration Rights Agreement in the form attached hereto
as Exhibit A. Stockholder agrees that the Registration Rights Agreement dated as
of October 30, 1998 between the Company and Stockholder and the Stockholders
Agreement dated as of October 30, 1998 among the Company, Stockholder and
certain other stockholders of the Company shall be terminated at the Effective
Time.
2. Representations and Warranties of Stockholder. Stockholder (i) is the
owner of record or beneficially or Stockholder exercises voting power of the
shares of Company Common Stock indicated on the final page of this Agreement,
which at the date hereof are free and clear of any liens, claims, options,
charges or other encumbrances that would adversely affect the ability of
Stockholder to carry out the terms of this Agreement, subject to the terms of
the Investment Agreement, dated as of October 30, 1998, as amended July 12,
1999, between the Company and First Data Merchant Services Corporation and the
Stockholders Agreement, dated as of October 30, 1998, among the Company, First
Data Merchant Services Corporation, Richard M. Rosenblatt, Mark R. Comer and
Craig R. Pickering; and (ii) has the legal capacity or full corporate power and
authority to make, enter into and carry out the terms of this Agreement.
2.1 Public Disclosure. Parent and Stockholder will consult with each
other, and to the extent practicable, agree, before issuing any press release or
otherwise making any public statement with respect to this Agreement, the First
Data Agreements (as defined in the Merger Agreement) or the Merger and will not
issue any such press release or make any such public statement prior to such
consultation, except as may be required by law or any listing agreement with a
national securities exchange. The parties have agreed to the text of the joint
press release announcing the signing of this Agreement and the First Data
Agreements.
3. Termination. This Agreement shall terminate and shall have no further
force or effect as of such date and time as the Merger Agreement shall have been
terminated pursuant to Article VII thereof.
4. Miscellaneous.
4.1 Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, then the remainder of the terms, provisions, covenants and
restrictions of this Agreement shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
4.2 Binding Effect and Assignment. This Agreement and all of the
provisions hereof shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns, but, except as
otherwise specifically provided herein, neither this Agreement nor any of the
rights, interests or obligations of the parties hereto may be assigned by
3
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either of the parties without prior written consent of the other. Any purported
assignment in violation of this Section shall be void.
4.3 Amendments and Modification. This Agreement may not be modified,
amended, altered or supplemented except upon the execution and delivery of a
written agreement executed by the parties hereto.
4.4 Specific Performance; Injunctive Relief. The parties hereto
acknowledge that Parent will be irreparably harmed and that there will be no
adequate remedy at law for a violation of any of the covenants or agreements of
Stockholder set forth herein. Therefore, it is agreed that, in addition to any
other remedies that may be available to Parent upon any such violation, Parent
shall have the right to enforce such covenants and agreements by specific
performance, injunctive relief or by any other means available to Parent at law
or in equity.
4.5 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed given if
delivered personally or by commercial delivery service to the respective parties
as follows (or at such other address for a party as shall be specified by like
notice):
If to Parent:
At Home Corporation
425 Broadway Street
Redwood City, CA 94063
Attn: General Counsel
with a copy to:
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
Attn: Gordon K. Davidson
Douglas N. Cogen
If to Stockholder, to the address for notice set forth on the last
page hereof.
with a copy to:
Sidley & Austin
One First National Plaza
Chicago, Illinois 60603
Attn: Frederick C. Lowinger
Michael A. Gordon
4.6 Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the internal laws of the State of California,
without regard to the principles of conflict of laws thereof.
4
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4.7 Entire Agreement. This Agreement contains the entire understanding of
the parties in respect of the subject matter hereof, and supersedes all prior
negotiations and understandings, both oral and written, between the parties with
respect to such subject matter.
4.8 Counterparts. This Agreement may be executed in several counterparts,
each of which shall be an original, but all of which together shall constitute
one and the same agreement.
4.9 Effect of Headings. The section headings herein are for convenience
only and shall not affect the construction or interpretation of this Agreement.
* * * * *
5
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In Witness Whereof, the parties have caused this Voting Agreement to be
duly executed on the date and year first above written.
AT HOME CORPORATION
By: /s/ Mark C. Stevens
---------------------------------
Name: Mark C. Stevens
Title: Executive Vice President
Stockholder:
By: /s/ Richard E. Aiello
---------------------------------
Name: Richard E. Aiello
Title: Senior Vice President,
First Data Merchant Services
Stockholder's Address for Notice:
6200 South Quebec Street
Englewood, Colorado 80111
Attn: General Counsel
Shares of Company Common Stock
Beneficially Owned by Stockholder:
----------------------
[Voting Agreement]
6
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Exhibit 6
AMENDMENT NO. 1 TO INVESTMENT AGREEMENT
This Amendment No. 1, dated as of July 12, 1999 (this "Amendment") to the
Investment Agreement, dated as of October 30, 1998 (the "Agreement"), is made by
and between iMall, Inc., a Nevada corporation (the "Corporation"), and First
Data Merchant Services Corporation, a Florida corporation ("Investor").
RECITALS
WHEREAS, the Corporation and Investor entered into the Agreement pursuant
to which, among other things, (i) Investor purchased from the Corporation an
aggregate of 2,000,000 shares of common stock of the Corporation, and (ii) the
Corporation committed to issue to Investor a warrant for 5,000,000 shares of
common stock of the Corporation subject to the satisfaction of certain
performance objectives;
WHEREAS, concurrently with the execution of this Amendment, the
Corporation, At Home Corporation, a Delaware corporation ("Parent"), and Shop
Nevada, Inc., a Nevada corporation ("Merger Sub"), are entering into an
Agreement and Plan of Merger which provides for the merger (the "Merger") of
Merger Sub with and into the Corporation; and
WHEREAS, in connection with the execution of the Merger Agreement, the
Corporation and Investor desire to amend certain provisions of the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
herein contained and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. The first sentence of Section 8.1(b) of the Agreement shall be amended
and restated to read as follows:
"If, at any time during the Warrant Term, the Corporation has either (i)
25,000 Subscribers using Electronic Commerce Tools or (ii) 50,000
Subscribers for any product, then the Investor shall be entitled to
issuance of the Warrant; provided, however, that the Warrant shall not be
issued at any time the Merger Agreement is in full force and effect."
1. At the Effective Time (as defined in the Merger Agreement), Sections
5.2, 6.1, 6.2, 6.5, 6.6, 6.7, Article VII and Article VIII shall be deleted in
their entirety and replaced with the words "Intentionally Omitted."
2. THE VALIDITY, MEANING AND EFFECT OF THIS AMENDMENT SHALL BE DETERMINED
IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED IN THAT STATE.
<PAGE>
3. This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original and such
counterparts together shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on this
12th day of July, 1999.
iMall, Inc.
/s/ Richard M. Rosenblatt
---------------------------------
By: Richard M. Rosenblatt
Title: Chairman and Chief Executive Officer
First Data Merchant Services Corporation
/s/ Richard E. Aiello
---------------------------------
By: Richard E. Aiello
Title Senior Vice President
2
