SHAREHOLDER JOINDER AND INDEMNITY AGREEMENT


     This  SHAREHOLDER  JOINDER AND  INDEMNITY  AGREEMENT  is entered into as of
April  1,  2000  (this  "Agreement"),  among  the  shareholders  of  Car  Rental
Direct.com,  Inc., a  corporation  organized  under the laws the State of Nevada
(the "Company"),  listed on Annex I hereto (the "Joining  Shareholders"),  Brian
Woods, Keenan Cheung and  GenesisIntermedia.com,  Inc., a corporation  organized
under the laws of State of Delaware (the "Purchaser").


     In  consideration  of (a) the  consideration to be paid by the Purchaser to
the Joining  Shareholders under the Stock Purchase Agreement,  dated as of April
1, 2000,  among the Company,  Brian Woods,  Keenan Cheung and the Purchaser (the
"Purchase  Agreement"),  and (b) the mutual  covenants and agreements  contained
herein, and for other good and valuable  consideration,  the receipt sufficiency
of which are hereby acknowledged,  and intending to be legally bound hereby, the
parties hereto agree as follows:


SECTION 1. JOINDER.


     Section  1.1.   Joinder  to  Purchase   Agreement.   Each  of  the  Joining
Shareholders,  jointly and  severally  with all other Joining  Shareholders  and
Brian Woods and Keenan Cheung (collectively, the "Company Shareholders"), hereby
agrees to join in the  Purchase  Agreement  as an  integral  party  thereto  and
further agrees that all references in the Purchase  Agreement to a "Stockholder"
or to the "Stockholders"  shall be deemed to include such Joining Shareholder as
if  such  Joining  Shareholder  had  been  an  original  party  to the  Purchase
Agreement.

     Section 1.2.  Representations and Warranties of Joining Shareholders.  Each
Joining Shareholder,  jointly and severally with all other Company Shareholders,
represents  and warrants to the Purchaser that each of the  representations  and
warranties set forth in Section 4 of the Purchase Agreement is true and correct,
and,  without  limiting  the  forgoing,  each Joining  Shareholder  specifically
represents and warrants to the Purchaser that the representations and warranties
set forth in Section  4.33 of the  Purchase  Agreement  is true and correct with
respect to such Joining Shareholder.


     Section 1.3.  Representations  and  Warranties  of All  Shareholders.  Each
Joining Shareholder,  Brian Woods and Keenan Cheung,  jointly and severally with
all other Company  Shareholders,  represents  and warrants to the Purchaser that
the  authorized  and issued  capital  of the  Company  immediately  prior to the
Closing (as defined in the  Purchase  Agreement)  is as set forth in Annex II to
this Agreement.


     Section 1.4.  Indemnity.  Each Joining  Shareholder,  jointly and severally
with all other Company Shareholders,  agrees to (a) indemnify the Purchaser, its
Affiliates  and  Representatives  (as  each  term  is  defined  in the  Purchase
Agreement)  as if  the  Joining  Shareholder  was a  Stockholder  under  and  in
accordance with Section 9 of the Purchase Agreement,  as if such Section was set
forth herein,  and (b) to be bound by the  provisions  set forth in Section 6 of
the Purchase Agreement, as if each such Section was set forth herein.

<PAGE>
SECTION 2. NOTICES.


         All notices,  requests and other  communications  hereunder  must be in
writing and will be deemed to have been duly given only if delivered  personally
or by facsimile  transmission  or mailed  (first class  postage  prepaid) to the
parties at the following addresses or facsimile numbers:


If to any Company Shareholder:
                  In care of the Company


If to the Company, to:
                  Car Rental Direct.com, Inc.
                  765 The City Drive #105
                  Orange, CA 92868
                  Attn: Brian Woods
                  Fax : (___) ___-____

If to the Purchaser, to:
                  GenesisIntermedia.com, Inc.
                  5805 Sepulveda Blvd., 4th Floor
                  Van Nuys, CA 91411
                  Attn: Ramy El-Batrawi
                  Fax : (818) 902-4301


All such  notices,  requests  and  other  communications  will (i) if  delivered
personally  to the  address as provided in this  Section,  be deemed  given upon
delivery, (ii) if delivered by facsimile transmission to the facsimile number as
provided in this Section,  be deemed given upon receipt,  and (iii) if delivered
by mail in the  manner  described  above  to the  address  as  provided  in this
Section,  be deemed given upon receipt (in each case  regardless of whether such
notice, request or other communication is received by any other person to whom a
copy of such notice,  request or other communication is to be delivered pursuant
to this Section). Any party from time to time may change its address,  facsimile
number or other  information  for the purpose of notices to that party by giving
notice specifying such change to the other party hereto.


SECTION 3. INTERPRETATION.

     This  Agreement  shall be governed by and construed in accordance  with the
laws of State of California.

                                       2
<PAGE>

SECTION 4. ENTIRE AGREEMENT; MODIFICATION.

     This Agreement  constitutes the entire agreement  between the parties,  and
may be changed only by an agreement in writing signed by the parties.

SECTION 5. HEADINGS.

     Sections and other  headings  contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretations of
this Agreement.

SECTION 6. ARBITRATION.

     Any and all disputes  arising out of or in connection with the negotiation,
execution,  or  interpretation  of this  Agreement  shall be finally  settled by
arbitration in accordance with the rules of the American Arbitration Association
by a single arbitrator  familiar with the securities  industry.  The arbitration
will be held in the City of Los Angeles,  California,  on  consecutive  business
days. The award  rendered shall be final and binding upon the parties.  Judgment
on any award may be entered in any court having jurisdiction over the parties or
their  assets.  The  costs  of  the  arbitration  shall  be as  awarded  by  the
arbitrator.  Each party  will pay their own  attorneys'  fees and costs,  unless
otherwise determined by the arbitrator.

                         [Signatures on following page]



                                       3
<PAGE>

         IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the duly  authorized  officer of each party hereto as of the date first above
written.

                           THE COMPANY:     CAR RENTAL DIRECT.COM, INC.,
                                             a corporation organized under the
                                             laws of State of Nevada


                                             By: _______________________________
                                                   Name:
                                                  Title:

                           THE PURCHASER:   GENESISINTERMEDIA.COM, INC.,
                                            a corporation organized under the
                                            laws of Delaware


                                            By: _______________________________
                                                   Name:
                                                   Title:



COMPANY SHAREHOLDERS:      As executed on the signature pages attached hereto.


<PAGE>


COMPANY SHAREHOLDERS:                       GEORGE WRIGHT


                                            ---------------------------

                                            PRESTON TYREE


                                            ---------------------------

                                            TIGE YEARGIN


                                            ---------------------------

                                            FRED CHEUNG


                                            ---------------------------

                                            JACQUELINE TRAY


                                            ---------------------------

                                            OLIN L. DIXON


                                            ---------------------------

                                            MORGAN NIKO, INC.


                                            By: _______________________
                                                  Name:
                                                  Title:

                                            MARCUS LUNA


                                            ---------------------------


<PAGE>
                                     Annex I
                              Joining Shareholders

         1.       George Wright
         2.       Preston Tyree
         3.       Tige Yeargin
         4.       Fred Cheung
         5.       Jacqueline Tray
         6.       Olin L. Dixon
         7.       Morgan Niko, Inc.
         8.       Marcus Luna


<PAGE>


                                    Annex II
                             Company Capitalization

Authorized capital stock of Company:

         _________ shares of common stock par value $______ per share

Shares are issued and outstanding:

         _________ shares of common stock par value $______ per share

Shareholders                                         Number of Shares

Brian Woods
Keenan Cheung
George Wright
Preston Tyree
Tige Yeargin
Fred Cheung
Jacqueline Tray
Olin L. Dixon
Morgan Niko, Inc.
Marcus Luna