THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE COMMON STOCK OF THE COMPANY
ISSUABLE UPON EXERCISE OF SUCH WARRANTS HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), NOR UNDER ANY STATE SECURITIES
LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE
COMPANY OR AN OPINION REASONABLY SATISFACTORY TO THE COMPANY OF COUNSEL TO THE
HOLDER THAT SAID SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED, AS
THE CASE MAY BE, WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND
ANY APPLICABLE STATE SECURITIES LAW. BY ITS ACCEPTANCE HEREOF, THE HOLDER OF THE
WARRANTS REPRESENTED BY THIS CERTIFICATE REPRESENTS THAT IT IS ACQUIRING THIS
WARRANT FOR INVESTMENT PURPOSES.



                                CINEMA RIDE, INC.
                               Warrant Certificate
                            to Purchase Common Stock
                           Expiring September 30, 2004

        This Warrant Certificate certifies that ________________________ (the
"Initial Holder") or registered assigns, is the registered holder of Warrants
expiring as set forth herein (the "Warrants") to purchase common stock, $.01 par
value per share (the "Common Stock"), of Cinema Ride, Inc., a Delaware
corporation (the "Company"). Each Warrant entitles the holder upon exercise to
receive from the Company one fully paid and non-assessable share of Common Stock
(a "Warrant Share") at the purchase price per share (the "Exercise Price") of:
___________ warrants at $0.50 per share; ___________ warrants at $1.00 per
share; ___________ warrants at $1.50 per share; __________ warrants at $2.00 per
share; and ___________ warrants at $2.50 per share, payable in cash, by
certified or bank check, upon surrender of this Warrant Certificate and payment
of the applicable Exercise Price at the office or agency of the Company, but
only subject to the conditions set forth herein. The foregoing Exercise Price
and the number of Warrant Shares issuable upon exercise of the Warrants are
subject to adjustment upon the occurrence of certain events set forth herein.

        NO WARRANT MAY BE EXERCISED AFTER 5:00 P.M., LOS ANGELES TIME ON
September 30, 2004 AND TO THE EXTENT NOT EXERCISED BY SUCH TIME, SUCH WARRANTS
SHALL BECOME VOID.

        The Warrants are subject to the following additional terms:

        SECTION 1. Registration of Transfers and Exchanges. Subject to
compliance with the terms of this Warrant Certificate, the Company shall from
time to time register the transfer of this Warrant Certificate upon the records
to be maintained by it for that purpose, upon surrender thereof accompanied (if
so required by it) by a written instrument or instruments of transfer in form
satisfactory to the Company, duly executed by the registered holder hereof or by
the duly appointed legal representative thereof or by a duly authorized
attorney. Upon any such registration or transfer, a new Warrant Certificate
shall be issued to the transferee(s) and the surrendered Warrant Certificate
shall be canceled by the Company.

        The holder of the Warrants represented by this Warrant Certificate
agrees that prior to any proposed transfer of the Warrants or of the Warrant
Shares, if such transfer is not made pursuant to an effective Registration
Statement under the Securities Act of 1933, as amended (the "Act"), such holder
shall deliver to the Company an opinion of counsel, reasonably satisfactory in
form and substance to the Company, and from counsel reasonably satisfactory to
the Company, that the Warrants or Warrant Shares may be so sold without
registration under the Act.

        The Warrant holder agrees that each certificate representing Warrant
Shares will bear the following legend:

         "The securities evidenced or constituted hereby have been acquired for
         investment purposes and have not been registered under the Securities
         Act of 1933, as amended. Such securities may not be sold, transferred,
         pledged or hypothecated unless the registration provisions of said Act
         and any applicable state securities or "blue sky" laws have been
         complied with or the Company has received an opinion of counsel
         reasonably satisfactory to the Company that such registration is not
         required."

        The Company may deem and treat the registered holder hereof as the
absolute owner of the Warrants (notwithstanding any notation of ownership or
other writing hereon made by anyone), for the purpose of any exercise hereof, of
any distribution to the holder hereof, and for all other purposes, and the
Company shall not be affected by any notices to the contrary. The Warrants do
not entitle the holder hereof to any rights of a stockholder of the Company.

        The holder of this Warrant Certificate is entitled to certain
registration rights with respect to the Warrants and the Warrant Shares
purchasable upon exercise hereof. Said registration rights are set forth in full
in a Registration Rights Agreement, dated of even date herewith, between the
Company and the Initial Holder.

        SECTION 2. Terms of Warrants; Exercise of Warrants. Subject to the terms
contained herein, the holder of this Warrant Certificate shall have the right,
which may be exercised at any time until 5:00 p.m., Los Angeles time, on
September 30, 2004 to purchase and receive from the Company the number of
validly issued, fully paid and non-assessable Warrant Shares which the holder
may at the time and from time to time be entitled to receive on exercise of the
Warrants represented by this Warrant Certificate and payment of the applicable
Exercise Price then in effect for such Warrant Shares. Each Warrant not
exercised prior to 5:00 p.m., Los Angeles time, on September 30, 2004 shall
become void, and all rights hereunder and all rights in respect thereof
hereunder shall cease as of such time.

        A Warrant may be exercised upon surrender to the Company at its
principal office of this Warrant Certificate with the form of election to
purchase attached hereto duly completed and signed, and upon payment to the
Company for the account of the Company of the applicable Exercise Price, as
adjusted as herein provided, for the number of Warrant Shares in respect of
which such Warrants are then exercised. Payment of the aggregate Exercise Price
shall be made in cash, by certified or official bank check payable to the order
of the Company

        Subject to the provisions of Section 3 hereof, upon such surrender of
this Warrant Certificate and payment of the applicable Exercise Price, the
Company shall issue and cause to be delivered with all reasonable dispatch to
the holder of this Warrant Certificate a certificate or certificates for the
number of full Warrant Shares issuable upon the exercise of such Warrants,
together with cash as provided in Section 7. Such certificate or certificates
for the Warrant Shares shall be deemed to have been issued and, subject to
applicable federal and state securities laws and regulations, any person so
designated to be named therein shall be deemed to have become a holder of record
of such Warrant Shares as of the date of the surrender of this Warrant
Certificate and payment of the applicable Exercise Price. Such certificate or
certificates for the Warrant Shares shall bear the legend set forth in Section 1
hereto. If the exercise is for less than all the Warrant Shares, a new Warrant
Certificate shall be issued for the remaining Warrant Shares.

        The Warrants shall be exercisable only as to the entire group applicable
to each Warrant price.

        SECTION 3. Payment of Taxes. The Company will pay any documentary stamp
taxes attributable to the initial issuance of Warrant Shares upon the exercise
of such holder's Warrants.

        SECTION 4. Mutilated or Missing Warrant Certificates. In case this
Warrant Certificate shall be mutilated, lost, stolen or destroyed, the Company
may in its discretion issue, in exchange and substitution for and upon
cancellation of the mutilated Warrant Certificate, or in lieu of and
substitution for the Warrant Certificate lost, stolen or destroyed, a new
Warrant Certificate of like tenor and representing an equivalent number of
Warrants, but only upon receipt of evidence satisfactory to the Company of such
loss, theft or destruction of such Warrant Certificate and indemnity, if
requested, also satisfactory to it. An applicant for such substitute Warrant
Certificate shall also comply with such other reasonable requirements and pay
such other reasonable charges as the Company may prescribe.

        SECTION 5. Reservation of Warrant Shares. The Company will at all times
reserve and keep available, free from preemptive rights, out of the aggregate of
its authorized but unissued Common Stock or its authorized and issued Common
Stock held in its treasury, for the purpose of enabling it to satisfy any
obligation to issue Warrant Shares upon exercise of Warrants, the maximum number
of shares of Common Stock which may then be deliverable upon the exercise of all
outstanding Warrants.

        The Company or, if appointed, the transfer agent for the Common Stock
(the "Transfer Agent") and every subsequent transfer agent for any shares of the
Company's capital stock issuable upon the exercise of any of the rights of
purchase aforesaid will be irrevocably authorized and directed at all times to
reserve such number of authorized shares as shall be required for such purpose.
The Company will keep a copy of this Warrant Certificate on file with the
Transfer Agent and with every subsequent transfer agent for any shares of the
Company's capital stock issuable upon the exercise of the rights of purchase
represented by the Warrants. The Company will supply such Transfer Agent with
duly executed certificates for such purposes and will provide or otherwise make
available any cash which may be payable as provided in Section 7. The Company
will furnish such Transfer Agent a copy of all notices of adjustments and
certificates related thereto transmitted to the holder pursuant to Section 8
hereof.

        Before taking any action which would cause an adjustment to the Exercise
Price in accordance with Section 6 hereof, the Company will take any corporate
action which may, in the opinion of its counsel (which may be counsel employed
by the Company), be necessary in order that the Company may validly and legally
issue fully paid and nonassessable Warrant Shares at the Exercise Price as so
adjusted.

        The Company covenants that all Warrant Shares which may be issued upon
exercise of Warrants will, upon issue, be validly issued, fully paid,
nonassessable, free of preemptive rights and free from all taxes, liens, charges
and security interests with respect to the issue thereof, other than those
created by the holder of such Warrants.

        SECTION 6. Adjustment of Exercise Prices and Number of Warrant Shares
Issuable. The Exercise Price and the number of Warrant Shares issuable upon the
exercise of each Warrant are subject to adjustment from time to time upon the
occurrence of the events enumerated in this Section 6. The Exercise Price shall
be adjusted simultaneously upon occurrence of such events. For purposes of this
Section 6, "Common Stock" means shares now or hereafter authorized of any class
of common stock of the Company and any other stock of the Company, however
designated, that has the right (subject to any prior rights of any class or
series of preferred stock) to participate in any distribution of the assets or
earnings of the Company without limit as to per share amount.

               6.1 In case the Company shall at any time after the date of
original issuance hereof do any of the following: (I) pay a dividend or make a
distribution on its capital stock in shares of Common Stock, (ii) subdivide its
outstanding shares of Common Stock, (iii) combine its out-standing shares of
Common Stock into a smaller number of shares, or (iv) issue by reclassification
of its Common Stock any shares of capital stock of the Company; then immediately
after the distribution date of such stock dividend or the effective date of such
subdivision, split-up, combination or reclassification, as the case may be, the
number of shares of Common Stock which the registered holder of this Warrant is
entitled to purchase hereunder and the Exercise Price of such shares of Common
Stock shall be appropriately adjusted so that the registered holder hereof shall
be entitled to purchase the number of shares of Common Stock that such holder
would have held after such stock dividend, subdivision, split-up, combination or
reclassification, as the case may be, at the aggregate Exercise Price such
holder would have paid for such shares of Common Stock, if such holder had
exercised the Warrants represented by this Warrant Certificate prior to such
event.

               6.2 In case of any consolidation or merger to which the Company
is a party other than a merger or consolidation in which the Company is the
continuing corporation, or in case of any sale or conveyance to another
corporation of the property of the Company- as an entirety or substantially as
an entirety, or in case of any statutory exchange of securities with another
corporation (including any exchange effected in connection with a merger of a
third corporation into the Company), lawful and adequate provisions shall be
made whereby the registered holder of this Warrant Certificate shall thereafter
have the right to purchase and receive upon the basis and upon the terms and
conditions specified in this Warrant Certificate and in lieu of the shares of
Common Stock immediately theretofore purchasable hereunder and receivable upon
the exercise of the Warrants, such shares of stock, securities or assets as may
be issued or payable with respect to or in exchange for a number of outstanding
shares of Common Stock equal to the number of outstanding shares of Common Stock
immediately theretofore purchasable and receivable upon the exercise of the
Warrants represented by this Warrant Certificate, and in any such case
appropriate provision shall be made with respect to the rights and interests of
the registered holder of this Warrant Certificate to the end that the provisions
hereof (including without limitation, to the extent provided herein, provisions
for adjustments of the Exercise Price and of the number of shares of Common
Stock purchasable and receivable upon the exercise of the Warrants represented
by this Warrant Certificate) shall thereafter be applicable, as nearly as may
be, in relation to any shares of stock, securities or assets thereafter
deliverable upon the exercise hereof. The Company will not effect any such
consolidation, merger or sale, unless prior to the consummation thereof the
successor entity (if other than the Company) resulting from such consolidation
or merger or the entity purchasing such assets shall assume by written
instrument executed and delivered to the registered holder of this Warrant
Certificate, the obligation to deliver to such holder such shares of stock,
securities or assets as, in accordance with the foregoing provision, such
registered holder of this Warrant Certificate may be entitled to purchase.
Notice of any such consolidation, merger, statutory exchange, sale or
conveyance, and of the provisions so proposed to be made, shall be mailed to the
registered holder of this Warrant Certificate not less than forth-five (45) days
prior to such event or promptly upon the Company's receiving notice thereof. A
sale of all or substantially all of the assets of the Company for a
consideration consisting primarily of securities shall be deemed a consolidation
or merger for the foregoing purposes.

               6.3 Before taking any action which would cause an adjustment
reducing either the Exercise Price below the then par value of the shares of
Common Stock issuable upon the exercise of the Warrants, the Company will take
any corporate action which may, in the opinion of its counsel, be necessary in
order that the Company may validly and legally issue fully paid and
nonassessable shares of such Common Stock at such adjusted Exercise Price.

               6.4 In case at any time or from time to time, conditions arise by
reason of action taken by the Company, which in the opinion of its Board of
Directors or the holder of this Warrant Certificate, are not adequately covered
by the provisions of this Warrant Certificate, and might adversely affect the
exercise rights of the holder of this Warrant Certificate, then the Board of
Directors of the Company shall appoint a firm of independent certified public
accountants of recognized national standing (which may be the firm regularly
retained by the Company), who shall give their opinion upon the adjustment, if
any, on a basis consistent with the standards established in the other
provisions of this Warrant Certificate, necessary with respect to the Exercise
Price or the number of Warrant Shares issuable upon exercise of the Warrants, so
as to preserve, without dilution, the exercise rights of the holder of this
Warrant Certificate and the number of Warrant Shares issuable upon exercise of
the Warrants by the holder hereof to the extent contemplated by this Section 6.
Upon receipt of such opinion, which shall be conclusive and binding on the
Company and the holder, the Board of Directors of the Company shall forthwith
make the adjustments provided therein.

        SECTION 7. Fractional Interests. The Company shall not be required to
issue fractional Warrant Shares on the exercise of Warrants. If more than one
Warrant shall be presented for exercise in full at the time by the same holder,
the number of full Warrant Shares which shall be issuable upon the exercise
thereof shall be computed on the basis of the aggregate number of Warrant Shares
purchasable on exercise of the Warrants so presented. If any fraction of a
Warrant Share would, except for the provisions of this Section 7, be issuable
upon exercise of any Warrants (or specified portion thereof), the Company shall
issue a full Warrant Share in lieu of such fractional share.

        SECTION 8. Notices to the Warrant Holder. Upon any adjustment of the
Exercise Price and/or the number of Warrant Shares issuable upon exercise of the
Warrants pursuant to Section 6, the Company shall promptly thereafter cause to
be given to the Warrant holder, a certificate setting forth the Exercise Price
and/or the number of Warrant Shares issuable upon exercise of the Warrants after
such adjustment and setting forth in reasonable detail the method of calculation
and the facts upon which such calculations are based. Where appropriate, such
notice to the Warrant holder may be given in advance and included as a part of
the notice required to be mailed under the other provisions of this Section 8.

        In case:

         8.1 the Company shall authorize the issuance to holders of shares of
Common Stock of rights, options or warrants to subscribe for or purchase shares
of Common Stock or of any other subscription rights or warrants; or

         8.2 the Company shall authorize the distribution to holders of shares
of Common Stock of evidences of its indebtedness or assets (other than cash
dividends or cash distributions payable out of consolidated earnings); or

         8.3 of any consolidation or merger to which the Company is a party and
for which approval of any stock-holders of the Company is required, or of the
conveyance or transfer of the properties and assets of the Company substantially
as an entirety, or of any reclassification or change of Common Stock issuable
upon exercise of the Warrants (other than a change in par value, or from par
value to no par value, or from no par value to par value, or as a result of a
subdivision or combination), or a tender offer or exchange offer for shares of
Common Stock; or

         8.4 of the voluntary or involuntary dissolution, liquidation or winding
up of the Company; or

         8.5 the Company proposes to take any action which would require an
adjustment of the Exercise Price or the number of Warrant Shares issuable upon
exercise of the Warrants pursuant to Section 6; then the Company shall promptly
give to the registered holders of the Warrant Certificates at their respective
addresses appearing on the Warrant register by first-class mail, postage
prepaid, a written notice describing the specific details of such contemplated
action, including, without limitation (I) the date as of which the holders of
record of shares of Common Stock to be entitled to receive any such rights,
options, warrants or distribution are to be determined, or (ii) the initial
expiration date set forth in any tender offer or exchange offer for shares of
Common Stock, or (iii) the date on which any such consolidation, merger,
conveyance, transfer, dissolution, liquidation or winding up is expected to
become effective or consummated, and the date as of which it is expected that
holders of record of shares of Common Stock shall be entitled to exchange such
shares for securities or other property, if any, deliverable upon such
reclassification, consolidation, merger, conveyance, transfer, dissolution,
liquidation or winding up.

        SECTION 9. Notices. Any notice, request, instruction or other document
to be given hereunder shall be in writing, shall be deemed to have been duly
given or delivered when delivered personally or telecopied (receipt confirmed,
with a copy sent by certified or registered mail as set forth herein) or sent by
certified or registered mail, postage prepaid, return receipt requested, or by
Federal Express or other reputable overnight delivery service, to the address of
the party set forth below or to such address as the party to whom notice is to
be given may provide in a written notice to the Company, a copy of which written
notice shall be on file with the Secretary of the Company:

                      To the Company:

                      Cinema Ride, Inc.
                      12001 Ventura Place, Suite 340
                      Studio City, California 91604
                      Attention:  President

                      To the Registered Holder:

                      At the address of such Registered Holder on the register
                      maintained pursuant to Section 1 hereof.

         SECTION 10. Amendments. This Warrant Certificate may only be amended or
modified by a written instrument executed by the Company and the
registered holders of 100% of the issued and outstanding Warrants.

         SECTION 11. Governing Law. This Warrant Certificate shall be governed
by and construed under the laws of the State of California, without reference to
choice or conflict of laws principles.

         SECTION 12. No Cashless Exercise. There shall be no cashless exercise
of this Warrant.



<PAGE>



        IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed and delivered by its Secretary.



Dated:                                 CINEMA RIDE, INC., a Delaware corporation




                                    By:-----------------------------------------
                                       Mitch Francis
                                       President


<PAGE>



                                CINEMA RIDE, INC.

                                  PURCHASE FORM



Number of Warrants exercised _______________

         The undersigned hereby irrevocably elects to exercise the right
represented by this Warrant Certificate to purchase________________ shares of
Common Stock and herewith tenders in payment for such shares $______________ in
cash in accordance with the terms hereof. The undersigned requests that a
certificate representing such shares be registered and delivered as follows:

Name:
                      -------------------------------------------

Address:
                      -------------------------------------------







Delivery Address:
                      -------------------------------------------
(if different)
                      -------------------------------------------



<PAGE>



                                   ASSIGNMENT

                 (To be signed only upon assignment of Warrant)
                 ----------------------------------------------

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto

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

------------------------------------------------------------
(Name and Address of Assignee Must be Printed or Typewritten)

                                 --------/--------/---------

                         (Insert Social Security No. or
                      other identifying number of Assignee)

the within Warrant, hereby irrevocably constituting and appointing
______________ attorney to transfer said Warrant on the books of the Company
with full power of substitution in the premises.

        DATED: _______________, ____             ______________________________
                                                 Signature of Registered Holder

Signature Guaranteed:                            NOTE: The above  signature must
                                                 correspond with  the  name as
                                                 written  on the face of this
                                                 Warrant Certificate.