THIRD MODIFICATION AGREEMENT AND WAIVER OF DEFAULTS


        THIS THIRD MODIFICATION AGREEMENT AND WAIVER OF DEFAULTS (this
"Agreement") dated as of April 17, 2002 is made by and between Cinema Ride, Inc.
("Lessee") and FINOVA Capital Corporation, a Delaware Corporation, as successor
in interest to FINOVA Technology Finance Inc. ("Lessor").

        WHEREAS, Lessee and Lessor have entered into that certain Master
Equipment Lease designated no. S619001 dated as of December 12, 1996 and Rental
Schedule No. 1 dated as of December 26, 1996 (the "Lease"). The Lease, together
with all other agreements, instruments and other documents executed or otherwise
delivered in connection therewith are defined herein as the "Lease Documents";
and

        WHEREAS, Lessee and Lessor entered into that certain Second Modification
Agreement and Waiver of Defaults dated as of June 25, 2001; and

        WHEREAS, Lessee has defaulted in its obligations to Lessor by failing to
pay to Lessor the balloon payment which was called for under the Second
Modification Agreement (the "Default") and Lessee has requested that Lessor
modify the Lease and waive the Default, and Lessor has agreed to modify the
Lease and waive the Default on the conditions set forth below.

        NOW THEREFORE, in consideration of the foregoing, the parties agree as
follows:

        1. ESTOPPEL WITH RESPECT TO OUTSTANDING INDEBTEDNESS. Lessee hereby
acknowledges, confirms and agrees that through and including the date of this
Agreement, that the amount of $780,613.11 is currently due and owing to Lessor
pursuant to the Lease (the "Delinquent Amount") and Lessee acknowledges that
Lessee's failure to have paid the Delinquent Amount constitutes an Event of
Default under the Lease. Lessee hereby acknowledges, confirms and agrees that as
of the date hereof, the Lease Documents are in full force and effect and
represent the valid, legal and binding obligations of Lessee to Lessor.

        2. MODIFICATION OF LEASE AND WAIVER OF DEFAULTS. Subject to the
satisfaction of the conditions precedent contained in Section 3 herein, Lessor
hereby waives the Default referred to above. Furthermore, subject to the
satisfaction of the conditions precedent contained in Section 3 herein, the
Lease shall be modified to provide that the Delinquent Amount shall be satisfied
by the payment of interest only for the months of March, April and May, 2002.
Commencing in June, 2002, Lessee shall resume the payment of principal and
interest over a five (5) year term according to the amortization schedule
attached hereto and incorporated by reference herein as Exhibit "A." Lessee
acknowledges that except to the extent expressly modified in this Agreement, all
provisions of the Lease Documents are and shall remain and be in full force and
effect as to any and all actions and transactions entered into by or on behalf
of Lessee at any time on or prior to the date hereof, or at any time subsequent
to the date hereof. Lessee further acknowledges that Lessor reserves its rights
to declare defaults other than the default referred to above to the extent
Leasee defaults under the terms of this Agreement or the Lease.



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        3. CONDITIONS PRECEDENT TO WAIVER. The agreement to modify the Lease and
waive Default contained herein is subject to the satisfaction, in Lessor's sole
and absolute discretion, of the following conditions precedent:

                a. Lessee shall not default in any of its obligations under this
        Agreement or the Lease.

        4. AFFIRMATIONS. Lessee hereby unconditionally and irrevocably confirms,
reaffirms, ratifies and agrees that all of Lessee's obligations and liabilities
to Lessor remain in full force and effect as the legally binding and enforceable
obligations and liabilities of Lessee.

        5. WAIVER OF CLAIMS. Lessee irrevocably acknowledges, agrees and affirms
that it possesses no claims, defenses, offsets, recoupment or counterclaims of
any kind or nature against or with respect to the enforcement of this Agreement
or any of the Lease Documents (collectively, the "Claims") nor does Lessee now
have knowledge of any facts that would or might give rise to any Claims. If
facts now exist which would or could give rise to any Claim against or with
respect to the enforcement of this Agreement and/or any of the Lease Documents,
Lessee hereby unconditionally, irrevocably and unequivocally waives and fully
releases any and all such Claims as if such Claims were the subject of a
lawsuit, adjudicated to final judgment from which no appeal could be taken, and
therein dismissed with prejudice. Lessee irrevocably acknowledges, agrees and
affirms that Lessor's waiver does not create nor shall be deemed to create any
reliance or expectation on the part of Lessee, or any course of dealing between
Lessor and Lessee, pursuant to which Lessor would be obligated to continue to
waive defaults under the Lease Documents other than the Default, except as
expressly set forth in this Agreement.

        6. COUNTERPARTS/FACSIMILE COPIES. This Agreement may be executed in
counterparts, each of which shall constitute an original hereof and all of which
together shall constitute one Agreement. The parties to this Agreement hereby
agree that an executed facsimile of this Agreement shall constitute a legally
binding original copy.

        7. MISCELLANEOUS.

                a. The recitals set forth above are material, are incorporated
        herein by this reference and shall be construed consistent with such
        recitals.

                b. This Agreement constitutes the entire agreement of the
        parties concerning the subject matter hereof and it shall not be
        modified or amended except by written consent of the parties.

                c. This Agreement shall be governed by and interpreted in
        accordance with the laws of the State of Arizona.

        IN WITNESS WHEREOF the parties hereto have signed this Agreement or have
caused this Agreement to be signed on their respective behalves by their duly
authorized officers, as applicable, all as of the date and year first above
written.

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                        CINEMA RIDE, INC.

                        By: /s/ MITCHELL FRANCIS
                          -------------------------------------------

                        Name: Mitchell Francis
                             -----------------------------------------

                        Its: President
                             -----------------------------------------

                        FINOVA CAPITAL CORPORATION, as successor in
                        interest to FINOVA TECHNOLOGY FINANCE, INC.

                        By: /s/ GAIL KLEPFISZ
                           -------------------------------------------

                        Name: Gail Klepfisz
                             -----------------------------------------

                        Its: Vice President
                             -----------------------------------------


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