LEASE MODIFICATION AGREEMENT
                                NO. 1

This  Agreement  made  as  of  the 13th day of June, 2001 by  and between
ELIZABETH   METROMALL   LLC,  a  Delaware   limited   liability   company
("Landlord"),  with  its principal  office  at  20  South  Third  Street,
Columbus, Ohio 43215, and Cinema Ride Times Square, Inc. ("Tenant") d/b/a
Cinema Ride, a New York  corporation,  with its principal office at 12001
Ventura Place,  Suite 340, Studio City, CA  91604.

                          W I T N E S S E T H:

WHEREAS, Landlord and Tenant have entered  into  a  Lease Agreement dated
November 1, 1999 (the "Lease"), for  those certain premises designated as
space  numbers 1111 and 1112 (the "Premises") within the  Jersey  Gardens
(the "Shopping  Center")  located  in the City of Elizabeth, and State of
New Jersey;

WHEREAS,  CINEMA  RIDE,  INC.  guaranteed  the  performance  of  Tenant's
obligations under the Lease pursuant to a Guaranty of Lease dated October
19, 1999; and,

WHEREAS, Landlord and Tenant mutually  intend  and  desire  to modify the
Lease on and subject to the terms and conditions hereinafter set forth.

NOW,  THEREFORE,  in  consideration  of  the premises and other good  and
valuable consideration, the receipt and legal  sufficiency  of  which  is
hereby acknowledged, Landlord and Tenant hereby agree as follows:


1.   Undefined  capitalized  terms  used herein shall have the respective
meanings given such terms in the Lease.

2.   The following Sections of the Lease are hereby amended, effective as
of November 1, 1999, as follows:

     a.)  Data Sheet, Section 2.01.

The  new   paragraph (iii ) shall  be  added to Section  2.01 on   page 1
of  the  Data  Sheet of the Lease, as follows:   "(iii)   Notwithstanding
anything to the  contrary  in  this  Lease,  for the period commencing on
January 1, 2001 and expiring on the last day of the original term of this
Lease  (the  "Modification Period"), the sum of  Fifty-two  Thousand  Six
Hundred Fifty-seven  and  50/100 Dollars ($52,657.00) annually, which sum
shall be payable by Tenant  in  equal consecutive monthly installments of
Four Thousand Three Hundred Thirty-three  and  13/100 Dollars ($4,388.13)
each."

     b.)  Data  Sheet, Section 2.02.

The new  paragraph (iii) shall be added to  Section 2.02  on  page  2  of
the Data Sheet of the Lease, as follows:  "(iii) Notwithstanding anything
to  the  contrary   in   this   Lease,  for   the   period  commencing on
January 1, 2001 and expiring on the last day of the original term of this
Lease (the "Modification  Period"), a sum equal to ten  percent (10%)(the
"percentage   factor")  of  all  "Gross Sales"  resulting  from  business
conducted  in,  on or from the leased premises  during each lease year in

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excess of Five Hundred Twenty-six Thousand Five Hundred Seventy-four and
99/100 Dollars ($526,574.99)."

     c.)     Section 1.02.

The following  paragraph in  Section 1.02 of the Lease is  hereby deleted
in its  entirety:  "Further, in  the  event  that  a  movie  theater  has
not opened at the regional development within eighteen (18) months of the
Commencement  Date,  Tenant  shall have the right, within sixty (60) days
of the end of the aforementioned eighteen (18) month period, to terminate
this Lease by written notice to Landlord.  In the event the movie theater
opens during  the aforementioned sixty (60) day period, and before Tenant
has given Landlord written notice that it is terminating the  Lease, such
right to terminate shall be void and of no further force and effect as of
the date the movie theater opens."

3.   In consideration for Landlord  entering  into this Agreement, Tenant
shall  pay  Landlord,  by  certified  or  bank check,  simultaneous  with
Tenant's  execution  of this Agreement, the sum  of  Fifty  Thousand  and
00/100 Dollars ($50,000.00),  which  sum shall be accepted by Landlord in
full  satisfaction  of  Tenant's  outstanding   balance  for  the  period
commencing on October 1, 2000 and continuing through  May  31,  2001, and
settlement of associated construction chargebacks.

4.   As  a  material inducement to Landlord entering into this Agreement,
Tenant certifies  to Landlord that as of the date hereof:  (i) the Lease,
as modified hereby,  contains  the  entire  agreement between the parties
hereto relating to the Premises and that there  are  no  other agreements
between the parties relating to the Premises, the Lease or  the  Shopping
Center which are not contained herein or in the Lease;  (ii) Landlord  is
not  in  default  in  any  respect  in  any  of  the terms, covenants and
conditions of the Lease; and  (iii) Tenant has no  setoffs, counterclaims
or defenses against Landlord under the Lease.

5.   Tenant  and  its  predecessors,  successors,  parent,  subsidiaries,
affiliates and any related entity or person, hereby  release Landlord and
its  parent,  subsidiaries,  or  affiliated entities, and  their  agents,
partners, officers, directors, and  employees,  and the respective heirs,
executors,  administrators,  successors  and  assigns   of   any  of  the
foregoing, from any and all liability, claims, damages, causes  of action
or any other form of relief, legal or equitable, that are, have been,  or
could have been or in the future might be asserted in any way relating to
the  Lease,  the Landlord's performance thereunder, or the Premises, from
the beginning of time to the date of signature of this Agreement.

6.   Landlord and Tenant each mutually covenants, represents and warrants
to the other that  it  has  had  no  dealings  or communications with any
broker or agent in connection with this Agreement  and each covenants and
agrees to pay, hold harmless and indemnify the other from and against any
and all cost, expense (including reasonable attorneys' fees) or liability
for  any  compensation,  commission  or  charges to any broker  or  agent
claiming through the indemnifying party with respect hereto.

7.   Tenant  represents and warrants that it  has  taken  all  corporate,
partnership or  other  action  necessary  to  execute  and  deliver  this

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Agreement,  and  that  this  Agreement  constitutes  the  legally binding
obligation  of  Tenant enforceable in accordance with its terms.   Tenant
shall  save and hold  Landlord  harmless  from  any  claims,  or  damages
including    reasonable    attorneys'    fees   arising   from   Tenant's
misrepresentation  of  its  authority  to enter  into  and  execute  this
Agreement.

8.   As modified and amended hereby, Landlord  and  Tenant  each ratifies
and affirms the terms of the Lease.


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IN  WITNESS WHEREOF, Landlord and Tenant have set their respective  hands
as of the date first above written.

                                 LANDLORD:

 Witnessed By:                   ELIZABETH METROMALL LLC, a
                                 Delaware limited liability company
  Laurie A. Curl
 ______________________________  By: Glimcher New Jersey Metromall LLC,
                                 a Delaware limited liability company,
  Faith Oldaker Stubbs           Managing Member
 ______________________________

                                 By: Glimcher Properties Limited
                                 Partnership, a Delaware limited
                                 partnership, Managing Member


                                 By: Glimcher Properties Corporation,
                                 a Delaware corporation, General
                                 Partner

                                 /s/ Michael P. Gilmcher
                                 _______________________________
                                 By: Michael P. Glimcher, President


                                 TENANT:

Witnessed By:                    Cinema Ride Times Square, Inc.

Sue Harrison                     /s/ Mitch Francis
_______________________________  ________________________________
                                 Printed Name: Mitch Francis
Teresa C. Hurd                   Title: President
_______________________________


The  undersigned  acknowledges this Lease Modification Agreement No. 1 as
being a part of this  Lease  for the purpose of a Guaranty of Lease dated
October  19,  1999  and  further acknowledges  and  reaffirms   continued
obligations under that certain  Guaranty of Lease, executed in connection
with  the Lease, to guaranty the full  performance  of  all  of  Tenant's
obligations   under  the  Lease  and  any  amendments,  modifications  or
alterations thereto, including the payment of all amounts that may become
due and payable by Tenant to or for the benefit of Landlord.

     TENANT'S GUARANTOR

     Cinema Ride, Inc.

________________________________ By: /s/ Mitch Francis
                                 ________________________________
________________________________ Printed Name: Mitch Francis
                                 Title: President

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