SECOND MODIFICATION AGREEMENT AND WAIVER OF DEFAULTS


     THIS  SECOND  MODIFICATION  AGREEMENT  AND  WAIVER  OF  DEFAULTS (this
"Agreement") dated as of June 25, 2001 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 has defaulted in  its obligations to Lessor by failing
to pay to Lessor the payments which were  due  for  December  2000, January
2001,  February  2001, March 2001, April 2001 and May 2001 (the "Defaults")
and Lessee has requested  that  Lessor  modify  the  Lease  and  waive  the
Defaults,  and Lessor has agreed to modify the Lease and waive the Defaults
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, the following amounts  are due and owing to Lessor pursuant
to the Lease:  underlying unpaid obligation  in  the amount of $830,730.67,
open delinquent payments due on December 2001, January 2001, February 2001,
March 2001, April 2001 and May 2001 in the aggregate  amount of $130,732.62
(collectively,  the  "Delinquent  Amounts")  and  Lessee acknowledges  that
Lessee's failure to have paid the Delinquent Amounts  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 Defaults 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 as of June 1, 2001, the
monthly  rental payments shall  be  reduced  to  $10,000.00  (exclusive  of
applicable  taxes)  according  to the amortization schedule attached hereto
and incorporated by reference herein  as  Exhibit  "A".   A  final  balloon
payment  shall  be  due  to  Lessor  on  March  1,  2002  in  the amount of
$631,786.81.   Provided  no  events  of  default  have occurred under  this
Agreement  or  the  Lease,  Lessor agrees to enter into  negotiations  with
Lessee with respect  to the refinance  of  the balloon payment at or around
the time same becomes due.  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 Defaults referred to above to the extent

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Lessee defaults under the terms of this Agreement or the Lease.

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

          a. Lessee shall issue to Lessor, within fourteen (14) days of the
date  of  this  Agreement in a form acceptable to Lessor in  Lessor's  sole
discretion, 25,000 warrants at $.50 and 25,000 warrants at $1.00.

     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 Defaults, 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 Connecticut.


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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.

                              CINEMA RIDE, INC.
                              By:   /s/ Mitch Francis
                                    _______________________________________
                              Name: Mitch Francis
                              Its:  President

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

                              By:   _______________________________________

                              Name: _______________________________________

                              Its:  _______________________________________

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