WARRANT HOLDER RIGHTS AGREEMENT

This Warrant Holder  Rights Agreement ("Agreement") is made as of the  25th
Of  June,   2001  by  and  between  Cinema  Ride, Inc. and  Finova  Capital
Corporation ("Holder").

The parties hereby agree as follows:

1.   CERTAIN  DEFINITIONS.   As used in this Agreement, the following terms
shall have the following meanings:

"COMMISSION" shall mean the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.

"COMPANY'S COMMON STOCK" or "COMMON STOCK" shall mean the Common Stock, par
value $0.01 per share, of the Company.

A "CONTROLLING PERSON" of a particular  entity  shall  mean  a  person that
controls  such  entity  within  the meaning of Section 14 of the Securities
Act.

"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as amended.

"HOLDER"  shall  mean  Holder  and any  other  person  holding  Registrable
Securities to whom the rights under  the Agreement have been transferred in
accordance with Section 9 hereof.

"PUBLIC OFFERING" means an underwritten  public  offering  of  the  Company
pursuant to an effective registration statement under the Securities Act.

"REGISTRABLE  SECURITIES"  shall mean (i) the Shares; (ii) any Common Stock
of the Company issued or issuable  in  respect of the Shares upon any stock
split, stock dividend, recapitalization,  or  similar  event, or any Common
Stock  otherwise issued or issuable with respect to the Shares;  and  (iii)
any other shares of Common Stock held by any Holder.

The terms  "REGISTER,"  "REGISTERED"  and  "REGISTRATION"  shall refer to a
registration effected by preparing and filing a registration  statement  in
compliance  with the Securities Act, and the declaration or ordering of the
effectiveness of such registration statement.

"REGISTRATION EXPENSES" shall mean all expenses, except as otherwise stated
below,  incurred   by   the   Company  including,  without  limitation  all
registration, qualification and  filing  fees,  printing  expenses,  escrow
fees,  messenger  and delivery expenses, fees and disbursements of counsel,
accountants, investment  bankers  and other person retained by the Company,
blue sky fees and expenses, and the expenses of any special audits incident
to or required by any such registration  (but excluding the compensation of
regular employees of the Company, which shall  be  paid in any event by the
Company).


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<PAGE>

"RESTRICTED SECURITIES" shall mean the Warrants, the  Shares  and any other
securities  issued  in  respect  of the Shares upon any stock split,  stock
dividend, recapitalization, merger, consolidation or similar event.

"SECURITIES ACT" means the Securities Act of 1933, as amended.

"SELLING  EXPENSES"  shall  mean  all   underwriting   discounts,   selling
commissions   and   stock  transfer  taxes  applicable  to  the  securities
registered by the Holders.

"SHARES" shall mean the  shares of the Company's Common Stock issuable to a
Holder pursuant to the exercise by such Holder of the Warrants.

"WARRANTS" shall mean the  warrants  issued  to  Holder  to purchase 50,000
Shares (subject to adjustment).

2.   RESTRICTIONS UPON TRANSFER.

Each  certificate representing Restricted Securities shall  be  stamped  or
otherwise  imprinted  with  a  legend  in  the  form  provided in Exhibit A
attached hereto (in addition to any legend required under  applicable state
securities laws).  Holder hereby consents to the Company making  a notation
on  its  records  and  giving  instructions  to  any  transfer agent of the
Company's Common Stock in order to implement the restrictions  on  transfer
established in this Agreement.

3.   COMPANY REGISTRATION.

3.1  NOTICE  OF  REGISTRATION.  If  at  any  time  or from time to time the
Company shall determine to register any of its Common Stock, either for its
own  account  or  the  account  of  security  holders,  other  than  (i)  a
registration on Form S-8 or otherwise relating solely to  employee  benefit
plans,  (ii)  a  registration  on  Form S-4, or (iii) a registration on any
other form which does not permit secondary sales, the Company will:

     (a)  promptly give to each Holder written notice thereof; and

     (b)  except as set   forth in  Section 3.2 below,   include  in such
registration and any related qualification under  blue  sky  laws or other
compliance), and in any underwriting  involved   therein,  all Registrable
Securities as are specified  in  a  written  request or requests, actually
received  by  the Company within 15 days after  receipt  of  such  written
notice  from  the Company, by any Holder.

3.2  Underwriting.   If  the registration of which the Company gives notice
is for a registered public  offering involving an underwriting, the Company
shall so advise the Holders as  a part of the written notice given pursuant
to Section 3.1(a).  In such event  the  right of any Holder to registration
pursuant  to  Section  3.1  shall  be  conditioned   upon   such   Holder's
participation  in  such  underwriting  and  the  inclusion of such Holder's
Registrable Securities in the underwriting to the  extent  provided herein.
All  Holder's  proposing  to  distribute  their  securities  through   such
underwriting  shall  (together  with  the  Company  and  the  other holders
distributing  their  securities  through such underwriting) enter  into  an
underwriting agreement in customary  form  with  the  managing  underwriter
selected  for  such  underwriting  by  the  Company.   The  foregoing shall
include, without limitation, such powers of attorney and escrow  agreements
as  the  underwriters may require.  Notwithstanding any other provision  of
Section 3.1,  if the managing underwriter determines that marketing factors
require a limitation  of  the  number  of  shares  to  be underwritten, the
managing underwriter may limit the Registrable Securities to be included in
such  registration.   If any Holder disapproves of the terms  of  any  such
underwriting, it may elect  to  withdraw therefrom by written notice to the
Company and the managing underwriter.


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<PAGE>

3.3  Company Termination of Registration.   The  Company reserves the right
to terminate any such registration at anytime and  for  any  reason without
liability to any Holder.

3.4  Expenses.  All Selling   Expenses   relating  to   securities
registered  on  behalf  of  the  Holders  in connection with a registration
pursuant to this Agreement shall be borne by  the Holder of such securities
pro  rata  on  the  basis  of the number of shares so  registered  and  all
Registration Expenses shall be borne by the Company.

4.  Delay of Registration.   No  Holder  shall have any right to
obtain  or  seek  an  injunction,  restraining  or otherwise  delaying  any
registration as the result of any controversy that  might  arise under this
Agreement.

5.  Registration   Procedures.    In   the   case  of  each  registration,
qualification  or  compliance  effected  by the Company  pursuant  to  this
Agreement, the Company will keep each Holder  advised  in writing as to the
initiation of each registration, qualification and compliance and as to the
completion thereof.  The Company will:

5.1  Prepare  and  file with the Commission a registration  statement  with
respect  to  such securities  and  use  its  best  efforts  to  cause  such
registration statement to become effective.

5.2  Furnish to  the  Holders participating in such registration and to the
underwriters of the securities  being  registered such reasonable number of
copies  of  the  registration  statement,  preliminary   prospectus,  final
prospectus  and  such  other document as such Holders and underwriters  may
reasonably request in order  to  facilitate  the  public  offering  of such
securities.

6.   Indemnification.

6.1  Indemnification  by  Company.   To  the  extent  permitted by law, the
Company  will  indemnify  each  Holder,  each  of its officers,  directors,
shareholders, employees, representatives and partners, and each Controlling
Person of such Holder, with respect to which registration, qualification or
compliance  has  been  effected  pursuant  to  this  Agreement,   and  each
underwriter,  if  any,  and  each  Controlling  Person  of any underwriter,
against all expenses, claims, losses, damages or liabilities (or actions in
respect  thereof),  including  any  of  the  foregoing  incurred   in   any
investigation  or  inquiry or in any settlement of any litigation commenced
or threatened, arising  out of or based on any untrue statement (or alleged
untrue  statement)  of  a  material  fact  contained  in  any  registration
statement,  prospectus,  offering   circular  or  other  document,  or  any
amendment  or  supplement  thereto,  incident  to  any  such  registration,
qualification or compliance, or based on any omission (or alleged omission)
to state therein a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances in which they
were  made,  not  misleading,  or  any violation  by  the  Company  of  the
Securities Act, the Exchange Act, or  any state securities law, or any rule
or regulation promulgated under the Securities Act, the Exchange Act or any
state securities law applicable to the  Company in connection with any such
registration, qualification or compliance,  and  the Company will reimburse
each such Holder, each of its officers, directors, shareholders, employees,
representatives and partners, and each such Controlling  Person,  each such
underwriter  and each such Controlling Person of any such underwriter,  for
any legal and  any  other  expenses  reasonably incurred in connection with
investigating,  preparing  or  defending  any  such  claim,  loss,  damage,
liability  or  action;  provided, however,  that  the  indemnity  agreement
contained in this Section  6.1  shall  not  (i)  apply  to  amounts paid in
settlement  of any such loss, claim, damage, liability, or action  if  such
settlement is  effected  without  the consent of the Company (which consent
shall not be unreasonably withheld);  (ii)  apply  to any such case for any
such loss, claim, damage, liability, or action to the extent that it arises
out of or is based upon an untrue statement or alleged  untrue statement or
omission  or  alleged  omission  made in connection with such  registration
statement,  preliminary prospectus,  final  prospectus,  or  amendments  to
supplements thereto,  in  reliance  upon  and  in  conformity  with written
information   furnished   expressly   for   use  in  connection  with  such
registration by and such Holder, underwriter,  or  controlling  person;  or
(iii)  inure  to  the  benefit  of  any  underwriter  from  whom the person
asserting  any  such  loss,  claim,  damage  or  liability  purchased   the
Registrable  Securities which are the subject thereof (or to the benefit of
any person controlling  such  underwriter)  with  respect  to a preliminary
prospectus or final prospectus if such underwriter (if required by the Act)
failed to send or give a copy of the most recent prospectus,  if  the  most
recent  prospectus  furnished  by  the  Company  shall  correct  the untrue
statement or alleged untrue statement or omission or alleged omission which
is  the  basis  of the loss, claim, damage, liability, or action for  which
indemnification is  sought,  to  such  person  at  or  prior to the written
confirmation  of the sale of such Registrable Securities  to  such  person.
This indemnity  will  be in addition to any liability which the Company may
otherwise have.


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<PAGE>

6.2  Indemnification by  Holders.   To  the  extent  permitted by law, each
Holder will, if Registrable Securities held by such Holder  are included in
the  securities as to which such registration, qualification or  compliance
is being  effected, indemnify the Company, each of its directors, officers,
shareholders,  employees,  representatives,  attorneys  and  partners, each
Controlling  Person  of  the  Company  or such underwriter, and each  other
Holder,  each  of  such other Holder's officers,  directors,  shareholders,
employees, representatives and partners and each Controlling Person of such
other Holder, against  all  claims,  losses,  damages  and  liabilities (or
actions in respect thereof), including any of the foregoing incurred in any
investigation or inquiry or in any settlement of any litigation,  commenced
or  threatened,  arising  out  of based on any untrue statement (or alleged
untrue statement) of a material  fact  contained  in  any such registration
statement, prospectus, offering circular or other document, or any omission
(or  alleged  omission)  to state therein a material fact  required  to  be
stated therein or necessary  to make the statements therein not misleading,
or any violation by the Company  of the Securities Act, the Exchange Act or
any state securities law, or any rule  or  regulation promulgated under the
Securities Act, the Exchange Act or any state  securities law applicable to
the  Company  in  connection with any such registration,  qualification  or
compliance, and each Holder will reimburse the Company, such other Holders,
such  directors,  officers,   shareholders,   employees,   representatives,
attorneys, partners, such underwriters and such Controlling  Person for any
legal   or   any  other  expenses  actually  incurred  in  connection  with
investigating  or  defending  any  such  claim,  loss, damage, liability or
action,  in  each  case to the extent, but only to the  extent,  that  such
untrue  statement (or  alleged  untrue  statement),  omission  (or  alleged
omission)  is  made  in  such  registration statement, prospectus, offering
circular or other document or such  violation  (or  alleged  violation)  is
committed,  in  reliance  upon  and  in conformity with written information
furnished to the Company by an instrument  duly executed by such Holder and
stated  to  be  specifically  for use in any such  registration  statement,
prospectus, offering circular or  other  document;  provided, however, that
the indemnity agreement contained in this Section 8.2  shall  not (i) apply
to  amounts paid in settlement of any such loss, claim, damage,  liability,
or action if such settlement is effected without the consent of such Holder
(which  consent  shall  not be unreasonably withheld); or (ii) inure to the
benefit of any underwriter  from  whom  the person asserting any such loss,
claim damage or liability purchased the Registrable  Securities  which  are
the  subject  thereof  (or  to  the  benefit of any person controlling such
underwriter) with respect to a preliminary  prospectus  or final prospectus
if such underwriter (if required by the Act) failed to send  or give a copy
of  the most recent prospectus, if the most recent prospectus furnished  by
the Company  shall correct the untrue statement or alleged untrue statement
or omission or  alleged  omission  which  is  the basis of the loss, claim,
damage, liability, or action for which indemnification  is  sought, to such
person  at  or  prior  to  the  written  confirmation  of the sale of  such
Registrable Securities to such person.  This indemnity will  be in addition
to any liability which each Holder may otherwise have.


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<PAGE>

6.3  Defense  of  Claims.   Each  party  entitled to indemnification  under
Section 6.1 or 6.2 (the "Indemnified Party") shall give notice to the party
required  to  provide indemnification (the "Indemnifying  Party")  promptly
after such Indemnified  Party has actual knowledge of any claim as to which
indemnity may be sought,  and shall permit the Indemnifying Party to assume
the  defense  of any such claim  or  any  litigation  resulting  therefrom,
provided that counsel  for  the  Indemnifying  Party, who shall conduct the
defense of such claim or litigation, shall be approved  by  the Indemnified
Party  (whose  approval  shall  not  unreasonably  be  withheld),  and  the
Indemnified  Party may participate in such defense at such party's expense,
and provided further  that  the  failure  of  any Indemnified Party to give
notice as provided herein shall not relieve the  Indemnified  Party  of its
obligations  under the Agreement unless the failure to give such notice  is
materially prejudicial  to  an  Indemnified  Party's ability to defend such
action.  Notwithstanding the foregoing, however,  (i)  if  the  Indemnified
Party  reasonably  determines  that  there  may  be a conflict between  the
position  of  the  Indemnified  Party  and  of  the  Indemnified  Party  in
connection with the defense of such action, suit, investigation, inquiry or
other  proceeding  or  that there may be legal defenses available  to  such
Indemnified Party different  from  or in addition to those available to the
Indemnified Party, then counsel for the Indemnified Party shall be entitled
to conduct a defense to the extent reasonably determined by such counsel to
be necessary to protect the interest  of the Indemnified Party, and (ii) in
any event, the Indemnified Party shall  be  entitled to have counsel chosen
by such Indemnified Party participate in, but  not to conduct, the defense.
No  Indemnified  Party,  in the defense of any such  claim  or  litigation,
shall, except with the consent  of each Indemnified Party, consent to entry
of any judgment or enter into any  settlement  that  does  not include as a
unconditional term thereof the giving by the claimant or plaintiff  to such
Indemnified Party of a release from all liability in respect to such  claim
or litigation.


                              -5-
<PAGE>

6.4  Contribution.   If  the indemnification provided in either Section 6.1
or  Section  6.2  is held by  a  court  of  competent  jurisdiction  to  be
unavailable to an Indemnified  Party  with  respect to any loss, liability,
claim, damage or expense referred to therein,  then  the  Indemnified Party
thereunder  shall  contribute  to  the  amount  paid  or  payable  by  such
Indemnified  Party  as  a result of such loss, liability, claim, damage  or
expense in such proportion  as is appropriate to reflect the relative fault
of the Indemnified Party on the  one hand, and of the Indemnified Party, on
the  other  hand, in connection with  the  statements  or  omissions  which
resulted in such  loss,  liability, claim, damage or expense as well as any
other  relevant  equitable  considerations.   The  relative  fault  of  the
Indemnified Party and of the  Indemnified  Party  shall  be  determined  by
reference  to,  among  other  things,  whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied  by  the Indemnified Party or
by  the  Indemnified  Party  and  the parties' relative intent,  knowledge,
access to information and opportunity  to correct or prevent such statement
or  omission,  provided,  however,  that no  person  guilty  of  fraudulent
misrepresentation (within the meaning  of  Section 1.1(f) of the Securities
Act) shall be entitled to contribution from  any  person who was not guilty
of such fraudulent misrepresentation.  Each party entitled  to contribution
agrees that upon service of a summons or other initial legal  process  upon
such  party  in connection with any action instituted against such party in
respect of which  contribution may be sought, such party will promptly give
written  notice  of  such  service  to  the  party  or  parties  from  whom
contribution may be sought,  but  the  omission  to  notify  such  party or
parties  of  any  such  service  shall  not  relieve  the  party  from whom
contribution  may  be sought from any obligation such party or parties  may
have hereunder, or otherwise  (except  as  specifically provided in Section
6.3 above.)

7.   Information  From  Holders.   The  Holder or  Holders  of  Registrable
Securities included in any registration shall,  as a condition precedent to
the  Company's  obligation to register the securities  of  such  Holder  or
Holders, furnish  to  the Company such information regarding such Holder or
Holders, the Registrable  Securities  held  by  them  and  the distribution
proposed  by such Holder or Holders as the Company may request  in  writing
and as shall be required in connection with any registration, qualification
or compliance  referred  to  in  this  Agreement.   At  the  request of the
Company,  each  Holder who is including any Registrable Securities  in  the
registration shall  deposit  in  escrow  with an escrow agent chosen by the
Company those Registrable Securities which  such  Holder  proposes to sell,
accompanied  by  an  irrevocable power of attorney authorizing  the  escrow
agent to, without limitation,  sell  such  Registrable  Securities  to  the
underwriter upon the effectiveness of the Registrable Securities.

8.   Standoff Agreement.  Each Holder agrees, in connection with any public
offering  of the Company's Common Stock, upon request of the Company or the
underwriters  managing  such public offering of the Company's Common Stock,
not to sell, make any short  sale  of,  loan,  grant any option or right to
purchase, or otherwise dispose of in any public  sale  or distribution, any
Registrable Securities or any securities convertible into  or  exchangeable
or  exercisable  for  Common  Stock  (other  than  those  included  in  the
registration)  without  the  prior  written  consent of the Company or such
underwriters, as the case may be, for such period  of time before and after
(not to exceed 60  days  before and 180 days after) the  effective  date of
such registration as may  be requested  by the underwriters; provided, that
the officers  and  directors of  the  Company  who  own Common Stock of the
Company also agree to such restrictions on the shares held by them.


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<PAGE>

9.   Transfer of Rights.  The registration rights hereunder may be assigned
only  to any party  who  acquires  the  Registrable  Securities;  provided,
however  that  no  party may be assigned any of the foregoing rights unless
the Company is given  written  notice by the assigning party at the time of
such  assignment  stating  the  name   and  address  of  the  assignee  and
identifying  the  securities of the Company  as  to  which  the  rights  in
question are being  assigned;  and  provided further that any such assignee
shall receive such assigned rights subject  to all the terms and conditions
of this Agreement.

10.  Termination  of  Registration Rights.  The  right  of  any  Holder  to
request registration or inclusion in any registration pursuant to Section 3
hereof shall terminate at such time as such Holder may sell all Registrable
Securities owned by him under Rule 144 during any 90-day period.

11.  Miscellaneous.

11.1  Amendments and Waivers.   The provisions of this Agreement, including
the  provisions  of  this  sentence,   may  not  be  amended,  modified  or
supplemented, and waivers or consents to  departures  from  the  provisions
hereof may not be given unless the Company has obtained the written consent
of Holders of at least 66-2/3% of the Registrable Securities.

11.2  Notices.  All  notices  and  other  communications  provided  for  or
permitted  hereunder  shall be made in writing by hand-delivery, registered
first-class  mail,  telecopier,   or  air  courier  guaranteeing  overnight
delivery.

(a)  if a Holder of Registrable Securities,  at  the  most  current address
given  by  such Holder to the Company in accordance with the provisions  of
this Section 11.2, which address initially is as follows:

   Finova Capital Corporation
   115 West Century Road
   Paramus, New Jersey 07652
   Attention: Gail Klepfisz
   Telecopy No.: 201-634-3412

and thereafter  at  such  other  address,  notice  of  which  is  given  in
accordance with the provisions of this Section 11.2.


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<PAGE>

(b) if to the Company, initially at:

   Cinema Ride, Inc.
   12001 Ventura Place, Suite 340
   Studio City, California  91604
   Attention:  Mr. Mitch Francis
   Telecopy No.:  (818) 761-1072

and  thereafter  at  such  other  address,  notice  of  which  is  given in
accordance with the provisions of this Section 11.2.

All  such  notices  and  communications  shall  be deemed to have been duly
given:   at  the  time  delivered  by hand, if personally  delivered;  five
business  days after being deposited  in  the  mail,  first  class  postage
prepaid, if  mailed;  when  receipt acknowledged, if telecopied; and on the
next  business  day  if times delivered  to  an  air  courier  guaranteeing
overnight delivery.

11.3 Successors and Assigns.  Subject to the provisions of Section 9 ereof,
this  Agreement  shall inure  to  the  benefit  of  and  binding  upon  the
successors and assigns of each of the parties, including without limitation
and without the need  for  an  express  assignment,  subsequent  Holders of
Registrable Securities.

11.4 Counterparts.   This  Agreement  may  be  executed  in  any  number of
counterparts  and  by the parties hereto in separate counterparts, each  of
which when so executed  shall  be deemed to be an original and all of which
taken together shall constitute one and the same.

11.5 Headings.  The headings of  this  Agreement  are  for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

11.6 Governing  Law.   This Agreement is to be governed by and construed in
accordance with the laws of the State of Delaware.

11.7 Attorneys' Fees.  If  either  the Company or any Holder shall bring an
action against the other by reason of the breach of any covenant, provision
or  condition  hereof, or otherwise arising  out  of  this  Agreement,  the
unsuccessful party  shall  pay  to  the  prevailing  party  its  reasonable
attorneys' fees and costs in addition to any other relief to which  it  may
be entitled.

11.8 Severability.   In  the  event  that any one or more of the provisions
contained herein, or the application thereof  in  any  circumstance is held
invalid,   illegal   or   unenforceable,   the   validity,   legality   and
enforceability  of  any  such provision in every other respect and  of  the
remaining provisions contained  herein  shall  not  be affected or impaired
thereby.

11.9 Entire  Agreement.  This Agreement is intended by  the  parties  as  a
final expression  of  their  agreement  and  intended  to be a complete the
exclusive  statement  of  the  agreement and understanding of  the  parties
hereto in respect of the subject  matter  contained  herein.   There are no
restrictions,  promises,  warranties or undertakings, other than those  set
forth or referred to herein with respect to the registration rights granted
by the Company with respect  to the Registrable Securities.  This Agreement
supersedes all prior agreements  and understanding between the parties with
respect to such subject matter.


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<PAGE>



IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.

                                          "COMPANY"

                                          CINEMA RIDE, INC.


                                      By: /s/ Mitch Francis
                                         ___________________________________
                                              Its:  President

                                          "HOLDER"

                                          FINOVA CAPITAL CORPORATION


                                      By:___________________________________
                                     Its:___________________________________





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<PAGE>

Exhibit A

"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   (i)  effected  in  compliance  with  that  certain
Warrant  Holder  Rights  Agreement,  dated as of June __, 2001, between the
Company  and  Finova  Capital  Corporation,   and  (iii)  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."