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                                                                   EXHIBIT 10.36

CIVIL COURT OF THE CITY OF NEW YORK
COUNTY OF NEW YORK
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THREE TIMES SQUARE CENTER PARTNERS, L.P.,  :
                                                Index No.
               Petitioner,                 :
                                                Non-Housing Part 52
          -against-                        :

CINEMA RIDE TIMES SQUARE, INC.             :

               Respondent.                 :
 
                                           :   STIPULATION
Premises:  Site 3A-7                           AND CONSENT
           1481-1483 Broadway              :   JUDGMENT
                                               -----------
           New York, New York 10036
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          WHEREAS, Respondent, Cinema Ride Times Square, Inc. ("Respondent") is
the tenant of the premises known as Site 3A-7 in the building known as and
located at 1481-1483 Broadway, New York, New York ("Premises"), as more
particularly described on Exhibit B to a written Agreement of Lease ("Lease")
dated as of August 14, 1995 between Three Times Square Center Partners, L.P.
("Petitioner"), as landlord, and Cinema Ride, Inc. as tenant, and assigned to
Respondent; and

          WHEREAS, Petitioner and Respondent acknowledge and admit that a
dispute has arisen regarding their respective obligations under Section 38 and
other Sections of the Lease; and
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          WHEREAS, Petitioner and Respondent have agreed to amicably resolve
their dispute, on the terms and conditions set forth below,

          IT IS THEREFORE STIPULATED AND AGREED, by and among the undersigned,
Petitioner, Respondent and their legal counsel, as follows:

          1.   Upon the date of execution of the within Stipulation, the Lease
shall terminate as if such date were the Expiration Date under the Lease, with
all of the rights and obligations provided therein remaining in full force and
effect, except that Respondent will not be entitled to any payments of monies
resulting from said termination due it under the Lease, including payment of the
Termination Amount as set forth in Section 38B of the Lease, except as set forth
in this Stipulation.

          2.   Simultaneously with the execution of the within Stipulation, or
as soon thereafter as possible, Petitioner will commence a summary holdover
proceeding ("Holdover Proceeding") to recover possession of the Premises by the
filing and service of a Notice of Petition and Petition in the forms annexed
hereto, collectively, as Exhibit A.
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          3.   Respondent designates its counsel, Loeb & Loeb LLP, 345 Park
Avenue, New York, New York, as its agent for service of process in the Holdover
Proceeding.

          4.   Respondent stipulates that it will not seek to interpose any
defense or counterclaim (to the extent it may otherwise have had a right to
interpose a counterclaim) in connection with the Holdover Proceeding.

          5.   Respondent (a) consents to the entry of judgment of possession
forthwith, which judgment may be amended by Petitioner to provide for any actual
reasonable costs and/or reasonable attorneys' fees incurred by Petitioner as a
result of Respondents' non-compliance with this Stipulation, as provided in
paragraph 8 below, and the immediate issuance of a warrant of eviction, and (b)
waives any right it may have to appeal therefrom and/or to seek a stay thereof
to the extent provided by applicable law.

          6.   Petitioner agrees to a stay of execution of the warrant of
eviction until February 28, 1998, on condition that Respondent:

          A.   On or before February 28, 1998, time being of the essence,
vacates the Premises and delivers, or causes to be delivered, to Petitioner
physical possession of the Premises;
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          B.   Waives any right to receive the security deposited with
Petitioner pursuant to Section 42 of the Lease; and

          C.   Is not in default beyond the applicable notice and grace periods
provided for under the Lease with respect to any of the material terms,
covenants and conditions of the Lease (other than for the payment of Rental,
including Percentage Rent and other than Articles 21 and 37 of the Lease) as if
the Lease were still in effect. Notwithstanding anything to the contrary
contained in Article 21 and 37 of the Lease or elsewhere in the Lease or in this
Stipulation and in substitution thereof, Respondent shall have the right in its
sole and absolute discretion to remove from or leave at the Premises, all
Equipment and any Alterations made under the Lease without payment or liability
to Petitioner and without any responsibility to restore the Premises to any
condition after any removal of such items therefrom.

          7.   Upon Respondent's failure to timely comply with any one or more
of the terms or conditions set forth herein, Petitioner shall be entitled to
apply, ex parte, to the Civil Court of the City of New York, County of New York,
       -- -----                                                                 
for an order vacating the stay, and, upon such vacatur, to
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execute forthwith upon the warrant of eviction, without the need to provide the
statutory 72 hours notice, which notice is expressly waived by Respondent.
However, Petitioner, through counsel, will notify Respondent, through counsel,
by telecopier at least 72 hours before executing upon the warrant of eviction.

          8.   Moreover, upon Respondent's default beyond the applicable notice
and grace periods provided for under the Lease with respect to any of the
material terms, covenants and conditions of the Lease (other than for the
payment of Rental, including Percentage Rent and other than Articles 21 and 37
of the Lease) as if the Lease were still in effect, Respondent shall (1) return
any monies paid to it upon the execution of the herein Stipulation, (2) forfeit
any future payments due it under the within Stipulation, and (3) be liable for
all unpaid past, present and future Rent obligations which were waived in the
herein Stipulation.

          9.   It is understood that, in the event Respondent defaults in any of
its obligations under this Stipulation, then Petitioner shall be entitled to
recover of Respondent all reasonable and actual costs, including reasonable
attorneys' fees incurred in connection with the preparation of the within
Stipulation and all related
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documents, and the obtaining and executing a judgment and/or warrant of eviction
as against Respondent. Except as provided in paragraphs 8, 9 and 10 of the
within Stipulation, upon Respondent's vacating the Premises, neither Petitioner
nor Respondent nor any guarantor of the Lease shall have any further obligations
or liabilities under or with respect to the Lease, including any liability for
the payment of Rental.

          10.  Upon the execution of the within Stipulation and the entry of
judgment of possession by the Court, which Petitioner agrees to make best
efforts to enter as quickly as possible, Petitioner will pay Respondent the sum
of $500,000.00 by wire transfer to Respondent's account designated to Petitioner
in writing.  Furthermore, Petitioner agrees within one (1) month of such
execution to deposit in escrow with its attorneys ("Escrowee") the cash amount
of $500,000.00, and upon Respondent's timely compliance with all the terms and
conditions set forth herein and upon Respondent's timely delivery of possession
of the Premises on or before February 28, 1998, Petitioner will pay Respondent,
within 72 hours of such delivery, an additional $500,000.00 by wire transfer to
Respondent's account designated to Petitioner in writing.  In performing
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its obligations as Escrowee under paragraph 10 above, Escrowee shall have no
liability to any party hereunder except by reason of its gross negligence or
willful misconduct.

          11.  In consideration of Respondent's deliverance of possession of the
Premises to Petitioner on or before February 28, 1998, Petitioner will
additionally waive any and all payments of Rental, including Percentage Rent,
accruing from the date of execution of the within Stipulation through February
28, 1998.  Petitioner will further relieve Respondent of any and all liability
for Rental arrears as of the date of such execution.

          12.  The execution of the within Stipulation shall not constitute a
reinstatement of the landlord-tenant relationship between Petitioner and
Respondent, provide Respondent with any occupancy rights other than those set
forth in this Stipulation and the Lease to the extent referenced herein, create
a month-to-month tenancy, or constitute a waiver by Petitioner of its right to
execute upon the warrant of eviction.

          13.  This Stipulation may be executed in counterparts.  Any signature
reproduced by telefacsimile or any other mechanical process shall be deemed to
be an
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original signature, with the same force and effect thereof.

          14.  This Stipulation may be SO ORDERED by a Judge of the Civil Court
or a presiding Judicial Hearing Officer without either further notice or the
necessity of an appearance by either party. The failure to do so shall not
effect any of the parties' rights, remedies and obligations hereunder.

          15.  Disclosures; Confidentiality.  Respondent and its past, present
               ----------------------------                                   
and future attorneys, accountants, representatives, agents and employees agree
that the terms and provisions of the within Stipulation are and shall be deemed
confidential and shall not be disclosed to any other person or entity and agree
that they will maintain in confidence the terms and conditions hereof, except
(i) by written agreement of Petitioner; (ii) to its legal, business and
financial advisors, but only to the extent such disclosure is necessary for such
persons to render services in connection therewith and only after such persons
have agreed in writing to maintain confidentiality pursuant to this paragraph;
(iii) to governmental or regulatory authorities, including the Securities and
Exchange Commission (SEC), NASDAQ, or similar authorities, to the extent that
such disclosure is required by law and after
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reasonable written notice has been given to Petitioner; (iv) to a court,
arbitrator, mediator, or other tribunal to the extent necessary to enforce any
of the terms of this Stipulation; and (v) except as provided in (iii) above, if
required in order to comply with any lawful process, provided that, upon the
receipt thereof and before complying with such process, Respondent and/or its
attorneys, accountants, representatives, agents and employees, past, present and
future (a) promptly notifies Petitioner of the existence, terms and
circumstances surrounding such process, (b) provides Petitioner with a
reasonable period of time, from the date notice is given, in which to petition
to quash such process; and (c) at Petitioner's reasonable request and expense,
seeks to maintain the confidentiality of this Stipulation through protective
order or similar arrangement. Petitioner acknowledges and agrees that Respondent
is required to disclose the transaction contemplated by this Stipulation to the
SEC including the amount of payments to be made to Respondent hereunder, and to
issue a press release regarding this transaction and Respondent's vacating of
the Premises. Petitioner hereby consents to the issuance of a press release
substantially in the form and substance annexed hereto as Exhibit B.
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          16.  As a material inducement to Respondent's entering into this
Stipulation and Consent Judgment, Petitioner hereby represents, warrants and
convents to Respondent that:

               a.   the Building in which the Premises is located is intended to
be demolished; and

               b.   Landlord does not intend to relet or otherwise allow the
occupancy of the Premises by any other tenant, concessionaire or other occupant
after Respondent vacates the Premises.

          17.  The terms and provisions of this Stipulation and Consent Judgment
shall enure to the benefit of all successors and/or assigns of the undersigned.

Dated:  October 28, 1997
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Signature page to Stipulation and Consent Judgment between Three Times Square
Center Partners, L.P. and Cinema Ride Times Square, Inc.


                    THREE TIMES SQUARE CENTER PARTNERS, L.P.

                    By: Prudential Times Square Center Associates,
                        General Partner

                         By:___________________________
                            Name: Sharon Barnes
                             Its: Managing Vice President


                    WARSHAW BURSTEIN COHEN SCHLESINGER & KUH, LLP
                    Attorneys for Petitioner
                    Three Times Square Center Partners, L.P.


                    By:___________________________
                          JAY A. KRANIS, ESQ.


                    CINEMA RIDE TIMES SQUARE, INC.


                    By:___________________________
                       Name:
                        Its:


                    LOEB & LOEB LLP
                    Attorneys for Respondent
                    Cinema Ride, Inc. and Escrowee


                    By:___________________________
                         ANDREW E. LIPPMANN, ESQ.

SO ORDERED:


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       J.C.C.
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Audrey Rubin, Esq.
Skadden, Arps, Slate, et al.
919 Third Avenue
44th Floor
New York, New York  10022