EXHIBIT 10.1
                            FORBEARANCE AGREEMENT

      This Forbearance Agreement (this "Agreement") is entered into this 22nd
day of October, 2004, by and between CINEMA RIDE, INC., a Delaware
corporation ("Lessee") and FINOVA CAPITAL CORPORATION, a Delaware corporation
("FINOVA"), successor in interest to FINOVA Technology Finance, Inc., with
reference to the following:

                                   RECITALS

A.    On or about December 12, 1996, FINOVA and Lessee entered into a Master
Equipment Lease Agreement S619001 and Rental Schedule No. 1 dated December
26, 1996 (collectively the "Lease"; capitalized terms used herein shall have
the meanings given in the Lease unless otherwise defined).

B.    Following defaults arising under the Lease, Lessee and FINOVA entered
into a (i) First Modification Agreement and Waiver of Defaults dated March
10, 1999; (ii) Second Modification Agreement and Waiver of Defaults dated
June 25, 2001 (the "Second Modification"); and (iii) Third Modification
Agreement and Waiver of Defaults dated April 17, 2002 (collectively, with the
Lease and Security Agreement between Lessee and FINOVA dated December 12,
1996, the "Lease Documents").

C.    Lessee has defaulted under the terms of the Lease Documents by failing
to pay FINOVA amounts owing thereunder when due (the "Lease Document
Defaults").  As a result of the Lease Document Defaults, Lessee may resort to
rights and remedies available under the Lease Documents.

D.    Lessee has requested FINOVA to forbear from exercising its rights and
remedies to allow Lessee the opportunity to satisfy its obligations owing
under the Lease Documents pursuant to the terms of this Agreement.

                                  AGREEMENT

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, FINOVA and Lessee each agree as follows:

1. Acknowledgment of Factual Recitals.  The parties acknowledge the truth,
   accuracy and validity of the foregoing factual recitals and incorporate
   the same into this Agreement.

2. Acknowledgment of Validity and Enforceability of Lease Documents.
   Lessee acknowledges and agrees that the Lease Documents executed in
   connection therewith are valid and enforceable according to their terms.
   Lessee further acknowledges that it has no legal right or theory on which
   to invoke or obtain any legal or equitable relief to abate, postpone or
   terminate FINOVA's enforcement of its rights under the Lease Documents and
   specifically waives and relinquishes any such right to legal or equitable
   relief to cause any abatement, postponement or termination of any
   enforcement proceedings commenced by FINOVA.

3. Acknowledgment of Outstanding Lease Obligation Amount.  Lessee
   acknowledges that, as of October 1, 2004, $956,438.96 remains outstanding
   and owing under the Lease Documents, consisting of unpaid rent, interest
   and accrued and unpaid late charges (the "Outstanding Indebtedness").

4. Reaffirmation of Lease Documents.  Lessee hereby reaffirms, restates and
   ratifies the terms of the Lease Documents in all respects.  Except as
   specifically provided herein, Lessee acknowledges that nothing in this
   Agreement shall be construed to limit or restrict FINOVA from exercising
   its rights and remedies under the Lease Documents with respect to any
   default by Lessee in the performance of its obligations thereunder.

5. Forbearance Period.  Provided Lessee performs all terms and conditions


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   in this Agreement, and no defaults occur under this Agreement or the Lease
   Documents, as amended hereby, on the Effective Date (defined below) FINOVA
   shall forbear from exercising its rights and remedies under the Lease
   Documents until December 1, 2006 (the "Forbearance Termination Date").
   Upon the earlier of the Forbearance Termination Date or a Forbearance
   Default, FINOVA may resort to all rights and remedies available under the
   Lease Documents without further notice or demand to Lessee.

6. Forbearance Terms.  On the Effective Date (defined below), the
   following terms shall apply:

     (a)  Discounted Repayment. Lessee shall repay FINOVA an amount of the
          Outstanding Indebtedness equal to $175,000 (the "Discounted Amount"),
          together with interest thereon accruing at the per annum rate of 7.5%,
          as follows: (i) commencing November 1, 2004, and on the first day of
          each consecutive month, payments of $3,000.00 each, to be applied
          first against interest accruing for the prior month and then, to the
          extent available, as a reduction to the Discounted Amount; (ii) on
          December 1, 2006, the unpaid balance of the Discounted Amount, plus
          accrued and unpaid interest, shall be fully due and payable; and (iii)
          the Discounted Amount and any unpaid accrued interest, may be paid by
          Lessee at any time prior to December 1, 2006.

     (b)  Remaining Indebtedness. The amount representing the difference between
          the Outstanding Indebtedness amount and the Discounted Amount,
          $781,438.96 (the "Remaining Indebtedness"), shall bear interest at an
          annual rate of 16.64%. On the earlier of (i) a Forbearance Default, or
          (ii) December 1, 2006, the Remaining Indebtedness amount, plus all
          unpaid accrued interest shall be fully due and payable without further
          demand by FINOVA; provided, if the Discounted Amount and accrued
          interest owing thereon are fully and completely repaid in accordance
          with the terms of Section 6(a) of this Agreement, on the date of such
          full and complete repayment the Remaining Indebtedness and all
          interest accruing thereon shall be deemed fully satisfied and FINOVA
          shall file release of lien documents and issue an acknowledgment of
          payment in full of the Lease Obligation.

     (c)  Release of Collateral. Provided no Forbearance Default exists and is
          continuing, FINOVA shall release its security interest against
          Lessee's equipment and film library in connection with Lessee's sale
          of the same, provided FINOVA receives $20,000 of the sale proceeds
          concurrent with such release, which proceeds, when received, shall be
          applied as a reduction to the Discounted Amount balance. Any payment
          received by FINOVA pursuant to this Section 6(c) shall be in addition
          to, and not in lieu of, the monthly installment payments required in
          Section 6(a) of this Agreement.

     (d)  Additional Collateral. As consideration for FINOVA entering into this
          Agreement, Lessee shall assign to FINOVA, as additional collateral,
          Lessee's interest in that life insurance policy insuring Mitchell
          Francis (the "Key Man Policy"). FINOVA's security interest in the Key
          Man Policy shall secure Lessee's Discounted Amount and Remaining
          Indebtedness payment obligations.

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     (e)  Key Man Policy Maintenance. Lessee shall provide FINOVA, within 5 days
          of the date due, written proof of payment of all premiums necessary to
          maintain the effectiveness of the Key Man Policy.

     (f)  Warrants. Nothing in this Agreement shall impair, alter or release the
          stock warrant rights granted to FINOVA in connection with the Second
          Modification, the grant and exercise are restated, reaffirmed and
          confirmed by Lessee in all respects.

7. Effective Date.  The effectiveness of this Agreement is expressly
   conditioned on FINOVA receiving by October 29, 2004 (the date on which
   such conditions are satisfied, referred to herein as the "Effective Date"):

     (a)  This Agreement duly executed by Lessee; and

     (b)  An assignment of the Key Man Policy, duly executed by Borrower, in
          form and substance satisfactory to FINOVA.

8. Default.  Failure by Lessee to comply with all terms and conditions of
   this Agreement and the Lease Documents, as amended hereby, shall
   constitute a default hereunder (a "Forbearance Default).  Upon the
   occurrence of a Forbearance Default under this Agreement or the Lease
   Documents, FINOVA may, without further notice to Lessee, resort to all
   rights and remedies available under the Lease Documents.

9. No Further Forbearance.  Lessee acknowledges that FINOVA is not obligated
   to grant further accommodations or modifications to the Lease Documents
   other than as set forth in this Agreement and that no such commitment has
   been communicated.

10.Release.  Lessee, its officers, directors, representatives, employees,
   predecessors, successors, agents and assigns (collectively, "Releasing
   Parties"), each hereby release, remise and forever discharge FINOVA, and
   its officers, directors, employees, predecessors, successors, agents and
   assigns (collectively "Released Parties"), from any and all claims,
   demands, actions, choses in action, cause or causes of action heretofore
   arising out of, or connected with or incidental to the Lease Documents.
   This general release is intended to be a full and complete release of any
   such claims, demands, actions, choses in action, cause or causes of action
   connected in any way to the Lease Documents, which have or may have
   heretofore arisen.

   Releasing Parties each acknowledge and agree that they are aware that they
   may hereafter discover claims presently unknown or unsuspected, or facts
   in addition to or different from those which they now know or believe to
   be true.  Nevertheless, it is the intention of the Releasing Parties, and
   each of them, through this Agreement, to fully, finally and forever
   release all such matters and claims relative thereto, which do now exist,
   may exist, or heretofore have existed.

11.Miscellaneous.

     (a)  This Agreement, the Lease Documents constitute the entire agreement of
          the parties hereto with respect to the subject matter hereof and
          supercedes any prior oral or written agreements concerning the same.

     (b)  In the event any legal action is commenced to enforce or interpret any
          provision of this Agreement, the prevailing party in such legal
          action, as determined by a court of competent jurisdiction, shall be
          entitled to receive from the other party the prevailing party's
          reasonable attorneys' fees and court costs.

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     (c)  This Agreement may be executed in counterparts, each of which shall be
          deemed an original, but all of which, when taken together, shall
          constitute one and the same document. Any party hereto may execute and
          deliver a counterpart of this Agreement by delivering by facsimile
          transmission a signature page of this Agreement signed by such party,
          and any such facsimile signature shall be treated in all respects as
          having the same effect as an original signature. Any party delivering
          by facsimile transmission a counterpart executed by it shall promptly
          thereafter also deliver a manually signed counterpart of this
          Agreement.

     (d)  The parties have retained, or have had the opportunity to retain,
          counsel to represent them in the transactions contemplated in this
          Agreement, have read and understand this Agreement and, therefore, the
          principle of construction against draftsmen shall have no application
          in the interpretation of this Agreement.

     (e)  GOVERNING LAW; WAIVERS. THIS AGREEMENT, INCLUDING WITHOUT LIMITATION
          ENFORCEMENT OF THE OBLIGATIONS SET FORTH HEREIN, SHALL BE INTERPRETED
          IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE CONFLICT OF LAWS
          RULES) OF THE STATE OF ARIZONA GOVERNING CONTRACTS TO BE PERFORMED
          ENTIRELY WITHIN SUCH STATE. LESSEE HEREBY CONSENTS TO THE EXCLUSIVE
          JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY
          OF MARICOPA IN THE STATE OF ARIZONA OR, AT THE SOLE OPTION OF FINOVA,
          IN ANY OTHER COURT IN WHICH FINOVA SHALL INITIATE LEGAL OR EQUITABLE
          PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE MATTER
          IN CONTROVERSY. LESSEE WAIVES ANY OBJECTION OF FORUM NON-CONVENIENS
          AND VENUE. LESSEE FURTHER WAIVES ANY RIGHT IT MAY OTHERWISE HAVE TO
          COLLATERALLY ATTACK ANY JUDGMENT ENTERED AGAINST IT.

     (f)  MUTUAL WAIVER OF RIGHT TO JURY TRIAL. FINOVA AND LESSEE EACH HEREBY
          WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED
          UPON, ARISING OUT OF, OR IN ANY WAY RELATING TO: (I) THIS AGREEMENT;
          (II) ANY OTHER PRESENT OR FUTURE INSTRUMENT OR AGREEMENT BETWEEN
          FINOVA OR LESSEE, OR (III) ANY CONDUCT, ACTS OR OMISSIONS OF FINOVA OR
          LESSEE, OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS,
          ATTORNEYS OR ANY OTHER PERSONS AFFILIATED WITH FINOVA OR LESSEE; IN
          EACH OF THE FOREGOING CASES, WHETHER SOUNDING IN CONTRACT OR TORT OR
          OTHERWISE.

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WHEREFORE, the parties have entered into this Agreement on the date first
written above.


CINEMA RIDE, INC.,
a Delaware corporation


By        /s/ MITCHELL J. FRANCIS
          -----------------------
       Name:  Mitchell J. Francis
       Title: President


FINOVA CAPITAL CORPORATION,
a Delaware corporation


By        /s/ MICHAEL J. MCCAULEY
          -----------------------
       Name:  Michael J. McCauley
       Title: Vice President


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