Exhibit 10.14


                              EMPLOYMENT AGREEMENT



THIS  EMPLOYMENT  AGREEMENT  ("Agreement")  is entered into as of the 1st day of
September,  2000,  by and between  Cinema  Ride,  Inc.,  a Delaware  corporation
(hereinafter  the  "Company"),  and Mitch  Francis,  an individual  (hereinafter
"Employee").


                                   WITNESSETH


WHEREAS, the Company desire to retain the services of Employee,  and Employee is
willing  to be an  employee  of the  Company,  on the terms and  subject  to the
conditions hereinafter set forth.

NOW,  THEREFORE,  for  and  in  consideration  of  the  mutual  promises  herein
contained, the parties hereto hereby agree as follows;

     1. Engagement;  Nature of Duties. The Company hereby engages Employee,  for
the period  hereinafter  set forth, to serve as and hold the offices of Chairman
of the Board,  President and Chief Executive Officer,  and to perform the duties
of such  offices as provided in the Bylaws of the Company and as directed by the
Board of Directors of the Company. Employee agrees to serve in such capacity and
to do and perform the service, acts, or things necessary to carry out the duties
of such offices,  and such other duties,  not inconsistent with such offices and
Employee's  position as an  executive  officer of the  Company.  Employee  shall
report only to the Board of Directors of the Company. It is expressly agreed and
acknowledged that employment in the capacity of the aforementioned offices was a
material  inducement  to  Employee  to enter into this  Agreement.  The  Company
further agrees and acknowledges that election,  and being retained in office, as
a director was a material  inducement to Employee to enter into this  Agreement.
The Company  agrees to cause  Employee to be  nominated as a director at any and
all meetings,  or any actions of the stockholders of the Company for the purpose
of electing  directors,  and to use the Company's best efforts to cause Employee
to be elected and retained in office as a director  throughout  the term of this
Agreement.

     2. Term. The term of employment  pursuant to this Agreement  shall be for a
period of three (3) years,  commencing  on September 1, 2000 (the  "Commencement
Date"),  unless sooner  terminated in accordance with the provisions hereof (the
"Term").


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<PAGE>


     3. Performance of Duties.  Employee shall devote such time and attention to
Employee's  duties as may be reasonably  necessary to perform and carry out such
duties.  Nothing  herein  contained  shall be deemed to preclude  Employee  from
performing  services to other  businesses  or entities not  affiliated  with the
Company or having personal  investments and from devoting a reasonable amount of
time to the care  and  attention  thereof,  provided  that the same  shall in no
manner  interfere  with or  derogate  from  Employee's  work for the  Company or
conflict with the Company's business.

     Employee shall perform his duties  hereunder  primarily in the Los Angeles,
California  area,  and shall not be required to perform such duties on a regular
basis at any  other  location  except  for site  visits.  Employee  shall not be
required to relocate without his consent.

     4. Compensation.

          (a) Base  Salary.  The Company  shall pay to Employee a base salary in
     the amount of Two Hundred Seventy-five Thousand Dollars ($275,000) per year
     (the "Base  Salary"),  payable in periodic  installments in accordance with
     the Company's  prevailing policy for compensating  personnel,  but not less
     often than semi monthly.  On each yearly  anniversary  of the  Commencement
     Date  (September  1, 1997),  the Base Salary  shall be  increased  by eight
     percent (8%).

          (b) Earnings  Bonus.  In addition to the Base Salary,  and any and all
     other  compensation,  profit-sharing  participating,  benefits,  bonuses or
     other amounts due to or receivable by Employee  pursuant to this Agreement,
     Employee shall receive an annual bonus (the "Earnings  Bonus") equal to six
     (6%) percent of the  Company's  annual  earnings  before  interest,  taxes,
     depreciation  and amortization  (ebitda) in excess of $500,000.  A pro rata
     portion of the Earnings Bonus  (calculated by annualizing  the year to date
     ebitda  and  taking  into  account  any  Earnings  Bonus paid for any prior
     periods)  shall be due and  payable  within  forty-five  (45)  days of each
     calendar  quarter and shall be adjusted  within  ninety (90) days after the
     calendar  (or the  Company's  fiscal)  year  end.  In the  event  that this
     Agreement  terminates prior to a final accounting of the Earnings Bonus, if
     any, for the applicable year,  Employee shall repay any overpayment  within
     45 days of the final accounting.

          (c) Grant of Common Stock. Upon the funding of new capital or new debt
     for  borrowed  money to the  Company,  the Company  shall grant  Employee a
     number of shares of the  Company's  Common Stock equal to five (5%) percent
     of the Company's  outstanding common and preferred shares,  (after such new
     capital  or  debt  and on a  non-dilutive  basis),  for  each  One  Million
     ($1,000,000)  dollars of such  funding,  or fraction  thereof on a pro rata
     basis.


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<PAGE>


          (d) Options.  Effective on the  Commencement  Date,  the Company shall
     grant to  Employee  300,000  options to  purchase  shares of the  Company's
     Common Stock at an exercise price of $.50 per share.  Such options shall be
     vested  equally over three (3) years  (100,000  options on 9/1/01,  100,000
     options on 9/1/02 and 100,000  options on (9/1/03)  and shall be for a term
     of five years from the Commencement Date. If Employee voluntarily leaves or
     is  terminated  by the  Company  with cause,  all  unvested  options  shall
     automatically  terminate.  If Employee is  terminated  without  cause,  the
     options  shall not  terminate.  The Company  shall use its best  efforts to
     register the resale of the underlying shares of Common Stock on Form S-8.

          (e) Performance  Warrants.  During the Term hereof,  the Company shall
     grant to Employee  options to purchase shares of the Company's Common Stock
     upon the following occurrences and terms:


          (1)  Stock price for 20  consecutive  trading days at $1.00 per share:
               100,000 options exercisable @ $1.00
          (2)  Stock price for 20  consecutive  trading days at $1.50 per share:
               150,000 options exercisable @ $1.50
          (3)  Stock price for 20  consecutive  trading days at $2.00 per share:
               200,000 options exercisable @ $2.00
          (4)  Stock price for 20  consecutive  trading days at $3.00 per share:
               200,000 options exercisable @ $3.00
          (5)  Stock  price for  twenty  consecutive  trading  days at $4.00 per
               share: 300,000 options exercisable @ $4.00
          (6)  Stock  price for  twenty  consecutive  trading  days at $5.00 per
               share: 300,000 options exercisable @ $5.00
          (7)  Upon  opening  each new  Company  owned,  or joint  ventured  new
               facility,  or Mobile system put into  operation:  100,000 options
               exercisable  at the  price  of the  common  stock  on the  day of
               opening.

     As used herein, the stock price shall be the closing bid price and shall be
appropriately adjusted for any stock splits, stock dividends,  recapitalizations
etc. occurring after the Commencement Date.


                                       4
<PAGE>


     5. Expenses Reimbursement; Automobile. The services required of Employee by
this  Agreement  shall  include  the  responsibility  and  duty of  entertaining
business  associates  and others with whom the Company is, desires to be, or may
become  engaged in  business  or with whom it seeks,  now or in the  future,  to
develop or expand  business  relationships,  or with whom it is otherwise to the
benefit of the Company to establish or maintain  communications.  It may also be
necessary  for  Employee  to  travel  from time to time on behalf of and for the
benefit of the Company, or in furtherance of the Company's  business.  It is the
Company's  belief that the  performance of Employee's  duties in such travel and
entertainment  activities  will produce the maximum  benefits  which the Company
expects to derive from Employee's services.  Accordingly, the Company shall pay,
or if  Employee  shall have  paid,  shall  reimburse  to  Employee,  any and all
expenses  incurred  by him or for his account in the  performance  of his duties
hereunder,  including  all expenses for business,  entertainment,  promotion and
travel by Employee, subject only to Employee providing appropriate documentation
for such  expenses.  It is  expressly  agreed,  in  connection  therewith,  that
Employee   shall  be  provided  or   reimbursed   for   reasonable   travel  and
accommodations, but no first-class air travel will be deemed reasonable, (unless
under  special  price  offering).  The Company  shall  provide  Employee with an
automobile, reasonably commensurate with Employee's office and position, for use
by Employee in performing Employee's,  duties hereunder and the Company shall be
responsible  for  all  expenses  associated  with   ownership/leasing   of  such
automobile,  including,  but not limited to, costs of licensing or registration,
maintenance,  taxes and  gasoline.  Employee  shall  maintain  such records with
respect to the use of such automobile as the Company may reasonably request.

     In the event that  Employee  shall be deemed to have received  income,  for
state or federal  income tax  purposes,  by reason of  Employee's  receipt of or
reimbursement for any of the benefits or expenses set forth in this Paragraph 5,
the Company shall pay or reimburse Employee for all taxes required to be paid by
Employee with respect to such income.

     6. Medical and Life Insurance;  Pension Benefits. The Company shall provide
or reimburse  Employee for health,  life  (premiums up to $5,000 per year),  and
disability income (up to $20,000 per month coverage)  insurance.  Coverage under
any group health  insurance shall also cover Employee's  spouse.  Employee shall
also have the right to participate in any and all employee  retirement  benefits
plan or profit-sharing  plan which the Company maintains for its personnel,  and
in effect at any time  during the  period of  Employee's  employment  hereunder,
subject only to any eligibility restrictions of such plans.

     7. Vacation.  During each year of the Term, Employee shall be entitled to a
vacation of six (6) weeks,  without deduction of salary.  Such vacation shall be
taken at such  time or  times  during  the  applicable  year as may be  mutually
determined by Employee and the Company.  Any additional vacation period shall be
determined by the Company  consistent  with the general customs and practices of
the Company applicable to its personnel.

     8.  Termination.  This  Agreement may be terminated by the Company only for
cause. As used herein, "cause" shall mean:

          (a) Employee's  willful breach of Employee's  duties  hereunder  which
     breach remains uncured for (30) days after written notice of such breach to
     Employee; or


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<PAGE>


          (b) Employee's conviction of a felony involving moral turpitude.

     In  addition,   this  Agreement  shall  automatically  be  terminated  upon
Employee's death or permanent disability. As used herein, "permanent disability"
shall mean Employee's complete inability to perform Employee's duties hereunder,
as determined by Employee's  physician,  which inability continues for more than
one-hundred eighty (180) consecutive days.

     In the event that this  Agreement  is  terminated  by the  Company  for any
reason  other  than for cause or for death or  permanent  disability  as defined
above,  the Company  expressly  agrees and  acknowledges  that Employee shall be
entitled to receive the base salary, bonuses and benefits described in Section 5
of this  Agreement  for the  remainder  of the  term and  shall  have no duty or
obligation to and/or accept other employment,  or otherwise mitigate  Employee's
damage  resulting  from  such  termination.   The  Company  further  agrees  and
acknowledges that, in the event Employee does obtain other employment  following
the Company's  termination of this Agreement  other than for cause,  the Company
shall not be entitled  to any set off or  reduction  in the  amounts  payable to
Employee hereunder as a result of any compensation paid to Employee with respect
to such new employment.

     9. Indemnification.  The Company shall indemnify,  defend and hold Employee
harmless  from  and  against  and  all  claims,  demands,  suits,   obligations,
liabilities,  actions,  losses, cost, expenses, fines or penalties which may now
or hereafter be pending, threatened or commenced against or incurred by Employee
relating to or in any way resulting  from  Employee's  performance of his duties
hereunder,  or any action or failure to act to Employee in connection  with such
duties.  Employee's rights under this Section 9 shall be in addition to, and not
in lieu of or, any and all other rights of Employee under  applicable law or any
agreement with the Company regarding indemnification.

     10. Confidential Information.

          (a) As used in this Agreement "Confidential Information" means any and
     all information  disclosed to Employee or which Employee gains knowledge of
     as a consequence or through Employee's employment by the Company (including
     information  conceived,  originated,  discovered  or developed by Employee)
     about  the  Company's   products,   processes,   and  services,   including
     information  relating to research,  development,  inventions,  manufacture,
     purchasing,  accounting,  engineering,  marketing,  merchandising,  selling
     trade secrets,  or customer lists,  which information the Company maintains
     as confidential.


                                       5
<PAGE>


          (b) Except as  required in  Employee's  duties to the Company and then
     only with the Company's prior written consent,  Employee will not, directly
     or indirectly,  use for Employee's own benefit or the benefit of others, or
     disseminate,  disclose,  comment upon or publish articles  concerning,  any
     Confidential  Information  either  during or at any time  after the term of
     this Agreement without the Company's consent.

          (c) All  documents,  papers,  notes,  notebooks,  memoranda,  computer
     files, and other written  electronic  records of the Company of any kind in
     the  possession  or under the  control  of  Employee,  shall  remain in the
     property of the Company at all times.  Upon the  termination  of Employee's
     employment  with the Company,  all  documents,  papers,  notes,  notebooks,
     memoranda,  computer  files and other  written  or  electronic  records  in
     Employee's possession,  whether prepared by Employee or others will be left
     with Company.

     11.  Notices.  Any and all notices  which are  required or  permitted to be
given by any party to any other party hereunder shall be given in writing,  sent
by registered or certified mail, electronic  communications  (including telegram
or facsimile)  followed by a confirmation letter sent by registered or certified
mail,  postage  prepaid,  return  receipt  requested,  or  delivered  by hand or
messenger service with the charges therefor prepaid,  addressed to such party as
follows:

               (a)  Notice to the Employee:

                                    Mitch Francis
                                    12001 Ventura Place
                                    Suite 340
                                    Studio City, CA 91604
                                    Telecopy No. (818) 761-1072

               (b)  Notice to the Company:

                                    Cinema Ride, Inc.
                                    12001 Ventura Place
                                    Suite 340
                                    Studio City, CA 91604
                                    Telecopy No. (818) 761-1072

or to such other  address as the parties  shall from time to time give notice of
in accordance  with this Section.  Notices sent in accordance  with this Section
shall be deemed  effective on the date of dispatch,  and an affidavit of mailing
or dispatch,  executed  under  penalty of perjury,  shall be deemed  presumptive
evidence of the date of dispatch.


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<PAGE>


     12.  Entire  agreement  and  Modification.  This  Agreement,  including the
exhibits hereto and the agreements expressly referred to herein, constitutes the
entire understanding between the parties pertaining to the subject matter hereof
and  supersedes  all  prior   agreements,   understandings,   negotiations   and
discussions,  whether oral or written. There are no warranties,  representations
or other agreements  between the parties,  in connection with the subject matter
hereof,  except as specifically set forth herein.  No supplement,  modification,
waiver or termination of this Agreement  shall be binding unless made in writing
and executed by the party thereto to be bound.

     13.  Waivers.  No term,  condition or provision  of this  Agreement  may be
waived  except by an express  written  instrument  to such effect  signed by the
party to whom the benefit of such term  condition  or  provision  runs.  No such
waiver of any term  condition or provision of this  Agreement  shall be deemed a
waiver of any other term, condition or provision, irrespective of similarity, or
shall constitute a continuing  waiver of the same term,  condition or provision,
unless  otherwise  expressly  provided.  No  failure or delay on the part of any
party in exercising any right,  power or privilege under any term,  condition or
provision  of this  agreement  shall  operate as a waiver  thereof,  nor shall a
single or partial exercise thereof preclude any other or further exercise of any
other right, power or privilege.

     14. Severability.  In the event any one or more of the terms, conditions or
provisions  contained  in this  Agreement  should  be found in a final  award or
judgment  rendered  by any  court  or  arbitrator  or panel  of  arbitrators  of
competent  jurisdiction to be invalid,  illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining terms, conditions and
provisions  contained  herein  shall  not in any  way be  affected  or  impaired
thereby,  and this Agreement  shall be interpreted and construed as if such term
condition  or  provision,  to the extent the same shall have been held  invalid,
illegal or unenforceable,  had never been contained  herein,  provided that such
interpretation  and construction is consistent with the intent of the parties as
expressed in this Agreement.

     15. Headings.  The headings of the Articles and Sections  contained in this
Agreement  are  included  herein for  reference  purposes  only,  solely for the
convenience of the parties hereto,  and shall not in any way be deemed to affect
the meaning,  interpretation  or  applicability  of this  Agreement or any term,
condition or provision hereof.

     16.  Applicable  Law. This Agreement  shall be governed by and construed in
accordance  with the laws of the State of California,  notwithstanding  the fact
that one or more  counterparts  hereof may be executed  outside of the State, or
one or more of the  obligations  of the parties  hereunder  are to be  performed
outside of the state.


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<PAGE>


     17.  Attorney's  fees. In the event that any party to this Agreement  shall
commence any suit,  action,  arbitration  or other  proceeding to interpret this
Agreement,  or  determine  or enforce any right or  obligation  created  hereby,
including but not limited to any action for  rescission of this Agreement or for
a  determination  that  this  Agreement  is void or  ineffective  abinitio,  the
prevailing  party in such action shall  recover such party's  costs and expenses
incurred in connection therewith, including attorney's fees and costs of appeal,
if any. Any court,  arbitrator or panel of  arbitrators  shall,  in entering any
judgment  or making any award in any such  suit,  action,  arbitration  or other
proceeding,  in addition to any and all other relief awarded to such  prevailing
party,  include in such  judgment or award such  party's  costs and  expenses as
provided in this Section 17.

     18.  Execution  and  Counterparts.  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 only one
instrument.  Any or all of such  counterparts  may be executed within or outside
the State of California.  Any one of such  counterparts  shall be sufficient for
the purpose of proving the existence and terms of this  Agreement,  and no party
shall be required to produce an original or all of such  counterparts  in making
such proof.

     19. Covenant of Further  Assurances.  All parties to this Agreement  shall,
upon  request,  perform  any and all acts and  execute  and  deliver any and all
certificates,   instruments  and  other  documents  that  may  be  necessary  or
appropriate to carry out any of the terms,  conditions and provisions  hereof or
to carry out the intent of this Agreement.

     20.  Remedies  Cumulative.  Each and all of the several  right and remedies
provided for in this Agreement shall be construed as being cumulative and no one
of them shall be deemed to be  exclusive of the others or of any right or remedy
allowed b law or equity, and pursuit of any one remedy, or a waiver of any other
remedy.

     21.  Binding  Effect.  Subject  to the  restrictions  in  Section 25 hereof
respecting  assignments,  this  Agreement  shall  inure to the benefit of and be
binding  upon  all  of  the  parties  hereto  and  their  respective  executors,
administrators, successors and permitted assigns.

     22.  Compliance  With Laws.  Nothing  contained in this Agreement  shall be
construed  to require the  commission  of any act  contrary to law and  whenever
there is a conflict  between any term,  condition or provision of this Agreement
and any present or future  statute,  law,  ordinance or  regulation  contrary to
which the parties have no legal right to contract, the latter shall prevail, but
in such event the term,  condition or provision of this Agreement affected shall
be  curtailed  and limited  only to the extent  necessary to bring it within the
requirement of the law,  provided that such  construction is consistent with the
intent of the parties as expressed in this Agreement.

     23. Gender.  As used in this Agreement,  the masculine,  feminine or neuter
gender, and the singular or plural number, shall be deemed to include the others
whenever the context so indicates.


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<PAGE>



     24. No Third Party Benefit.  Nothing  contained in this Agreement  shall be
deemed to confer  any right or  benefit on any person who is not a party to this
Agreement.

     25.  Assignment.  Neither  party may assign this  Agreement,  or any rights
hereunder, without the prior express consent of the other party.

     26. Arbitration. Any claim arising out of or relating to this Agreement, or
the breach thereof, or Employee's  employment by the Company, or the termination
of Employee's employment by the Company, shall be settled by binding arbitration
in Los Angeles,  California, in accordance with the commercial Arbitration Rules
of the American  Arbitration  Association then in effect,  and judgment upon the
award  entered  by  the  arbitrator(s)  may  be  entered  in  any  court  having
jurisdiction thereof.


     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
day and year first above written.

                                            "Company"

                                            Cinema Ride, Inc.
                                            A Delaware Corporation



                                            By:    /s/ MITCH FRANCIS
                                               -----------------------------
                                                 Mitch Francis, President


                                            "Employee"


                                                    /s/ MITCH FRANCIS
                                               -----------------------------
                                                  Mitch Francis