EXHIBIT 10.18


September 28, 2004

Cinema Ride, Inc.
12001 Ventura Place
Suite 340
Studio City, CA 91604
Attn: Lee Kasper, CEO

Gentleman:

      Knightsbridge Holdings, LLC, ("Knightsbridge") are pleased to be retained
on the terms and conditions set forth in this letter of engagement ("Engagement
Letter") as a consultant to your company, Cinema Ride, Inc. (the "Company"), to
assist in a variety of areas relating to the financial, strategic, and related
developmental growth of the Company (the "Engagement").

      1. Services of Knightsbridge.

      For the Term of Engagement (as hereinafter defined), and with your general
knowledge and consent, we agree to provide to the Company a range of
consultative and related services which may, but which will not necessarily,
include the following: (i) identifying, evaluating and advising in relation to
the Company's current structural (including business model), financial,
operational, managerial, strategic and other needs and objectives, (ii)
preparing and coordinating with the Company and others in the development of
business plans, investor presentations and financial models, (iii) identifying
potential merger, acquisition, divestiture, consolidation or other combination
("M&A Transaction") opportunities and negotiating, structuring and advising in
connection with potential M&A Transactions, (v) advising and assisting the
Company in connection with the preparation of any registration statements,
periodic or other SEC reports or proxies, and (vi) coordinating with, and
advising in connection with the activities of, Outside Professionals, including
without limitation attorneys, accountants, market professionals, etc.

      2. Term of Engagement.

      The Engagement shall be effective for a period of six (6) months,
commencing on the date first appearing above (the "Term of Engagement").
Thereafter, the Engagement shall automatically renew on a month-to-month basis,
subject to the right of the Company and/or Knightsbridge to terminate the
Engagement as of the end of any given month by giving written notice to the
other party at least thirty (30) days notice ("Termination"). Therefore said
right of termination shall commence upon the seven month anniversary of the
signing of this Agreement. Notwithstanding the foregoing, the Company shall not
have the right to cancel this Agreement until such time as it has fulfilled all
its obligations under any and all outstanding Agreements with the Advantage Fund
I, LLC or its assignees.

      3. Compensation.

      In consideration for the services rendered by Knightsbridge to the Company
pursuant to the Engagement (and in addition to the expenses provided for in
Paragraph 4 hereof), and throughout the Term of Engagement, the Company shall
compensate Knightsbridge as follows:

            3.1.1 Monthly Retainer. An initial non-refundable retainer fee in an
amount equal to USD $2,500 payable in cash, or in kind (as described below) upon
the delivery of this Engagement Letter and, thereafter, a monthly retainer in an
amount equal to $2,500 payable in cash on the first day of each month of the
Term of Engagement (the "Monthly Retainer"). Invoices shall be rendered upon the
first of the month and are due upon presentation. Knightsbridge shall, at its
option accept shares of registered stock under the same terms/discounts/return
characteristics as any funding from The Advantage Fund I, LLC (the "Fund") or
accept payments of its fees out of closings of the Fund with the Company.
Knightsbridge agrees to accrue these until such time as the fist funding of the
financing as more fully described on Exhibit `A' attached hereto occurs and to
accept shares as described herein in lieu of cash payment. Notwithstanding the
foregoing, should the first funding of the financing described on Exhibit `A'
attached hereto not consummate within 45 days from date of the this Agreement,
the Company shall have no obligation under this section.

            3.1.2 Equity-Based Incentive Compensation. Company agrees to pay to
Knightsbridge or its assignees an amount of common stock of the Company, in an
amount equal to 240,000, shares of the Company (the "Knightsbridge Equity").
These shares shall be issued and held by the Company's counsel. These shares
shall be delivered to Knightsbridge simultaneously with the first funding under
the financing more fully described on Exhibit `A' hereto and shall be deemed
fully earned as of that date. The Company shall file an employee benefits plan
covering officers, directors and consultants using registration form S-8 in an
amount sufficient to issue these shares to Knightsbridge. Company agrees that it
shall not issue shares of its capital stock, whether preferred or common, or
issue securities that can be converted into any capital stock, without the
express written consent of Knightsbridge for a period not less than 270 days
from the date of this Agreement, or until all obligations of the Company to the
Advantage Fund I, LLC have been satisfied. Notwithstanding the foregoing, should
the first funding of the financing described on Exhibit `A' attached hereto not
consummate within 45 days from date of the this Agreement, the Company shall
have no obligation under this section.

            3.2.1 Financing Transactions (Knightsbridge Introduction). For
purposes of any Financing Transactions involving any Financing Source directly
or indirectly to the Company by Knightsbridge, and whether occurring during the
Term of Engagement or during a period ending two (2) years following
Termination, Additional Compensation shall be payable to Knightsbridge upon the
closing thereof in accordance with the following schedule where "Consideration"
shall mean (i) the total amount of gross proceeds received by, or otherwise
deliverable to, the Company without condition as part of any such Financing
Transaction, and (ii) any common stock or other securities of the Company
(including without limitation any warrants, options and/or convertible
securities) issued or otherwise transferred as a direct or indirect part of such
Financing Transaction. Debt financing shall include but not be limited to any on
or off balance sheet financing, mortgages, debentures, notes, factoring,
receivables financing, or credit facilities introduced directly or indirectly to
the Company by Knightsbridge. Financing transactions in which debt securities
are convertible into Common Stock of the Company shall, for purposes under this
sub-section, be deemed to have been funded using the Debt Financing schedule
below and subsequently, if converted, they shall be deemed to have used the
Equity Financing schedule below (Company is only responsible for the difference
between the two fees upon conversion) as of the date upon which these securities
convert to Capital Stock of the Company. Financings that occur with the
Advantage Fund I, LLC, or its assignees shall carry a fee equal to 50% of those
described below.

      (i) Consideration Amount of Additional Compensation

            Equity Financing:

            $-0- to $1,000,000            7%

            $1 million $5 million         6% of Consideration

            $5 million+                   $400,000  + 1.5% of  Consideration
                                          in excess of $5 million

      Debt Financing

            $-0- to $1,000,000            $3.5%

            $1 million to $5 million       2.5% of Consideration

            $5 million+                   $135,000 + 1% of  Consideration
                                          in excess of $5 million for debt
                                          financing. And;

      (ii) Any Securities issued by or to the Company: 5% (in kind)

            3.2.2 M&A Transactions (Knightsbridge Introduction). For purposes of
any M&A Transactions involving any entity or entities originally introduced
directly or indirectly to the Company by Knightsbridge, and whether occurring
during the Term of Engagement or during a period ending two (2) years following
Termination, Additional Compensation shall be payable to Knightsbridge upon the
closing thereof in accordance with the following schedule where "Consideration"
shall mean the total of all cash, assets (including without limitation any real
property, personal property and intellectual property) common stock or other
securities (including without limitation any warrants, options and/or
convertible securities) paid by or to the Company or its shareholders, and shall
further include (a) any commercial bank or other indebtedness of the Company
that is repaid or for which the responsibility to pay is assumed by the Company
in connection with such M&A Transaction, (b) the greater of the stated value or
the liquidation value of preferred stock of the Company that is assumed or
acquired by the Company that is not converted into common stock upon the
consummation of such transaction, (c) the value of any net operating losses
transferred as part of the M&A Transaction and from which a party to such
transaction expects at the time of closing to benefit, and (d) future payments
for which the Company is obligated either absolutely or upon the attainment of
milestones or financial results ("Company Future Payments"). Any Additional
Compensation payable as a result of Company Future Payments shall be paid at
closing and shall be valued at the present value of the Company Future Payments.
For the purpose of calculating the present value, the Company and Knightsbridge
agree to discount all Company Future Payments by a discount factor equal to 15%
per annum, and where necessary, to use the projections which have been provided
by the Company in the course of the M&A Transaction to quantify these amounts
and their timing. Should Knightsbridge not be responsible for the entity or
entities introduced to the Company under this section and should the Company
wish Knightsbridge to assist in structuring, negotiating the transaction, etc.,
Knightsbridge's compensation shall be at a rate equal to 50% of that delineated
below.

                Consideration              Amount of Additional
                                           Compensation
                $-0- to $500,000           $30,000 (minimum)
                $500,001 to $5 million     5% of Consideration
                $5 million+                $255,000 + 3.0% of
                                           Consideration in excess of
                                           $5 million

      4. Expenses.

      In addition to any Engagement Compensation payable hereunder, and without
regard to whether any Compensable Events occur hereunder, the Company shall
reimburse Knightsbridge for all fees approved by an officer of the Company,
relating to Knightsbridge's travel and out-of-pocket expenses reasonably
incurred in connection with the services performed by Knightsbridge pursuant to
this Engagement Letter, including without limitation, hotel, food and associated
expenses and long-distance telephone calls. Said expenses shall not exceed $500
in any 30-day period of the term unless approved by an officer, director or
other authorized designee of the Company.

      5. Procedure for Initiating Discussions.

      In order to coordinate our efforts with respect to a possible Transaction
satisfactory to the Company, during the period of our engagement hereunder
neither the Company nor any representative there (other than Knightsbridge) will
initiate discussions regarding a Transaction except through Knightsbridge. In
the event the Company or its management receives an inquiry regarding a
Transaction, it will promptly advise Knightsbridge of such inquiry in order that
Knightsbridge may evaluate such prospective purchaser and its interest and
assist the Company in any resulting negotiations.

      6. Non-Exclusivity of Knightsbridge Services.

      It is understood and acknowledged by the Company that Knightsbridge
presently has, and anticipates having throughout the Engagement Term, other
clients for which it performs the same or similar services to those to be
performed in accordance herewith, and that Knightsbridge shall be under no
obligation under this Engagement to restrict its ability in any way to perform
services for any other clients. It is further acknowledged that, by virtue of
the nature of the services to be performed by Knightsbridge hereunder, the value
of such services bear no relation necessarily to the amount of time invested on
the part of Knightsbridge to the performance of such services, and
Knightsbridge, therefore, shall be under a continuing obligation hereunder to
devote only as much time to the performance of its services hereunder as deemed
appropriate in the exclusive discretion of its principal(s).

      7. Role of Finder.

      In connection with any Financing Transactions hereunder, the Company
acknowledges that Knightsbridge is not a registered broker-dealer under Section
15A of the U.S. Securities Exchange Act of 1934, or any similar state law, and
that Knightsbridge cannot, and shall not be required hereunder to, engage in the
offer or sale of securities for or on behalf of the Company. While Knightsbridge
has preexisting relationships and contacts with various investors, registered
broker-dealers and investment funds, Knightsbridge's participation in any actual
or proposed offer or sale of Company securities shall be limited to that of an
advisor to the Company and, if applicable, a "finder" of investors,
broker-dealers and/or funds. The Company acknowledges and agrees that the
solicitation and consummation of any purchases of the Company's securities shall
be handled by the Company or one or more NASD member firms engaged by the
Company for such purposes.

      8. Referral Fees.

      Any referral fees payable in connection with any Compensable Transactions
shall be the exclusive responsibility of, and shall be paid by Knightsbridge.

      9. Cooperation by Company.

      In order to enable Knightsbridge to provide the services requested, the
Company agrees to provide to Knightsbridge, among other things, all information
reasonably requested or required by Knightsbridge including without limitation
information concerning historical and projected financial results with respect
to the Company and its subsidiaries and possible and known litigious,
environmental and contingent liabilities. The Company also agrees to make
available to Knightsbridge such representatives of the Company, including, among
others, directors, officers, employees, outside counsel and independent
certified public accountants, as Knightsbridge may reasonably request.

      10. Reliance by Knightsbridge on Accuracy of Information; 12(b)5
Representation.

      The Company recognizes and acknowledges that, in advising the Company and
in fulfilling the Engagement hereunder, Knightsbridge will use and rely on data,
material and other information furnished to Knightsbridge by the Company. The
Company agrees that Knightsbridge may do so without independently verifying the
accuracy or completeness of such data, material or other information. The
Company represents and warrants that any such data, material or information
shall be true and accurate and shall not, as of the time communicated, contain
any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading.

      11. Confidentiality.

      If any of the data, material or other information is non-public or
confidential when revealed or otherwise shared with representatives of
Knightsbridge, and identified in writing as such at the time it is revealed or
shared ("Confidential Information"), Knightsbridge and its officers, directors,
employees, agents and associates shall hold all Confidential Information in
complete and strict confidence and will not, without prior written consent of
the Company, in each instance, disclose any Confidential Information, in whole
or part, to any other person or for any other purpose than is expressly approved
by the Company in writing. To the extent that disclosure of Confidential
Information is approved by the Company in writing, excepting information
required to be disclosed by legal process, law or regulation. Knightsbridge
agrees that each party or individual to whom such disclosure is made shall be
informed of the confidential nature of the information disclosed and be
obligated to sign standard non-disclosure agreements.

      12. Indemnification.

      Each party (an "Indemnifying Party") hereby agrees to indemnify and hold
the other party and its respective affiliates, directors, officers, employees
and agents (collectively, the "Indemnified Parties") harmless from, and to
reimburse each of the Indemnified Parties for, any loss, damage, deficiency,
claim, obligation, suit, action, fee, cost or expense of any nature whatsoever
(including, but not limited to, reasonable attorney's fees and costs) arising
out of, based upon or resulting from any breach of any of the representations,
warranties, covenants, agreements or undertakings of the Indemnifying Party
contained in or made pursuant to this Engagement Letter.

      13. Miscellaneous.

      (a) This Engagement Letter constitutes the entire agreement and
understanding of the parties hereto, and supersedes any and all previous
agreements and understandings, whether oral or written, between the parties with
respect to the matters set forth herein.

      (b) Any notice or communication permitted or required hereunder shall be
in writing and shall be deemed sufficiently given if hand-delivered via courier
or overnight service or sent (i) postage prepaid by registered mail, return
receipt requested, to the respective parties as set forth below, or to such
other address as either party may notify the other of in writing:

             If to Knightsbridge,    Knightsbridge Holdings, LLC.
             to:
                                     2999 NE 199th Street, Penthouse 2
                                     Aventura, FL 33180
                                     Attn: Ms. Alyce Schreiber
                                     Fax:  305) 932-3697

             If to the Company,      Cinema Ride, Inc..
             to:
                                     12001 Ventura Place
                                    Suite 340
                                     Studio City, CA 91604
                                     Attn: Mitch Francis, CEO
                                     Fax:  (818)-761-1072


      (c) This Engagement Letter shall be binding upon and inure to the benefit
of each of the parties hereto and their respective successors, legal
representatives and assigns.

      (d) The Company represents that it has the power to enter into this
Engagement Letter and to carry out its obligations hereunder. This Engagement
Letter constitutes the valid and binding obligation of the Company and is
enforceable in accordance with its terms. The Company further represents that
this Engagement Letter does not conflict with or breach any agreement to which
it is subject or by which it is bound.

      (e) This Engagement Letter may be executed in any number of counterparts,
each of which together shall constitute one and the same original document.

      (f) No provision of this Engagement Letter may be amended, modified or
waived, except in writing signed by all of the parties hereto.

      (g) This Engagement Letter shall be construed in accordance with and
governed by the laws of the State of Florida, without giving effect to its
conflict of law principles. The parties hereby agree that any dispute which may
arise between them arising out of or in connection with this Engagement Letter
shall be adjudicated before a court located in Dade County Florida, and they
hereby submit to the exclusive jurisdiction of the courts of the State of
Florida located in Dade County, Florida and of the federal courts in the
Southern District of Florida with respect to any action or legal proceeding
commenced by any party. Company agrees to waive a trial by jury for any dispute
requiring adjudication before a court of law.

      (h) The Company hereby acknowledges that it shall bear the burden of proof
in any action or proceeding involving a claim by Knightsbridge to any Additional
Compensation due hereunder arising out of any Compensable Event involving a
third party claimed by Knightsbridge to have been originally introduced to the
Company by Knightsbridge.

      If the foregoing correctly sets forth the understanding between
Knightsbridge and the Company with respect to the foregoing, please so indicate
by signing in the place provided below, at which time this Engagement Letter
shall become a binding agreement.

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                                        KNIGHTSBRIDGE HOLDINGS, L.L.C.

                                        By:   /s/ Robert Press
                                              -----------------------
                                              Robert Press, President
                                              For the Managing Member


                                        Accepted and Agreed:

                                        CINEMA RIDE, INC.

                                        By:   /s/ Mitch Francis
                                              ----------------------
                                        Name:  Mitch Francis
                                        Title: President and CEO