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                                                                 Exhibit 10.18


                                 CINEMA RIDE, INC.
                                          
                          1995 DIRECTORS STOCK OPTION PLAN

     1.   PURPOSE.  The purpose of this Cinema Ride, Inc. 1995 Directors 
Stock Option Plan ("Plan") is to further the growth and development of Cinema 
Ride, Inc. ("Company") by providing, through ownership of stock of the 
Company, an incentive to non-employee Directors who are in a position to 
contribute materially to the prosperity of the Company:  

               (i)   To increase such persons' interests and provide 
mutuality of interest in the Company's welfare between shareholders and 
non-employee Directors, 

               (ii)  To encourage non-employee Directors to continue their 
services to the Company or its subsidiaries, and 

               (iii) To attract individuals of outstanding ability.

     This Plan is effective on the Effective Date (as provided in Section 10) 
and shall apply to options granted on or after the Effective Date.

     2.   TYPES OF STOCK OPTIONS.  Only non-Qualified Stock Options 
("Options") not specifically authorized or qualified for favorable income tax 
treatment by the Code shall be granted under the Plan.

     3.   DEFINITIONS.  The following definitions are applicable to the Plan:

          3.1  BOARD.  The Board of Directors of the Company.

          3.2  COMMON STOCK.  The shares of Common Stock of the Company.

          3.3  CODE.  The Internal Revenue Code of 1986, as amended from time 
to time.

          3.4  COMPANY.  Cinema Ride, Inc., a Delaware corporation.

          3.5  DISABLED OR DISABILITY.  For the purposes of Section 7.4, a 
disability of the type defined in Section 22(e)(3) of the Code.  The 
determination of whether an individual is Disabled or has a Disability is 
determined under procedures established by the Plan Administrator for 
purposes of the Plan.

          3.6  FAIR MARKET VALUE.  For purposes of the Plan, the "Fair Market 
Value" per share of Common Stock of the Company at any date shall be (a) if 
the Common Stock is listed on an established stock exchange or exchanges, the 
closing price per share on the last trading day immediately preceding such 
date on the principal exchange on which it is traded, or (b) if the Common 
Stock is not then listed on an exchange but is quoted on the Nasdaq National 
Market, the Nasdaq Small Cap Market, the Nasdaq electronic bulletin board or 
the National Quotation Bureau pink sheets, the average of the closing bid and 
asked prices per share for the Common Stock as quoted by Nasdaq or the 
National Quotation Bureau, as the case may be, on last trading 


                                       
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day immediately preceding such date, or (c) if the Common Stock is not then 
listed on an exchange or quoted by Nasdaq or the National Quotation Bureau, 
an amount determined in good faith by the Plan Administrator.

          3.7  PLAN.  The Cinema Ride, Inc. 1995 Directors Stock Option Plan, 
as amended from time to time.

          3.8  PLAN ADMINISTRATOR.  The Board or the Stock Option Committee 
designated pursuant to Section 4 to administer, construe and interpret the 
terms of the Plan.

     4.   ADMINISTRATION.

          4.1  ADMINISTRATION BY BOARD.  Subject to Section 4.2, the Plan 
Administrator shall be the Board of Directors of the Company (the "Board"). 
Subject to the provisions of the Plan, the Plan Administrator shall have 
authority to construe and interpret the Plan, to promulgate, amend, and 
rescind rules and regulations relating to its administration, and to make all 
of the determinations necessary or advisable for administration of the Plan.  
The interpretation and construction by the Plan Administrator of any 
provision of the Plan, or of any agreement issued and executed under the 
Plan, shall be final and binding upon all parties.  No member of the Board 
shall be liable for any action or determination undertaken or made in good 
faith with respect to the Plan or any agreement executed pursuant to the Plan.

          4.2  ADMINISTRATION BY COMMITTEE.  The Board may, in its sole 
discretion, delegate any or all of its duties as Plan Administrator to a 
stock option committee (the "Committee") of not fewer than two (2) members of 
the Board to be appointed by and serve at the pleasure of the Board.  From 
time to time, the Board may increase or decrease (to not less than two 
members) the size of the Committee, and add additional members to, or remove 
members from, the Committee.  The Committee shall act pursuant to a majority 
vote, or the written consent of a majority of its members, and minutes shall 
be kept of all of its meetings and copies thereof shall be provided to the 
Board.  Subject to the provisions of the Plan and the directions of the 
Board, the Committee may establish and follow such rules and regulations for 
the conduct of its business as it may deem advisable.  No member of the 
Committee shall be liable for any action or determination undertaken or made 
in good faith with respect to the Plan or any agreement executed pursuant to 
the Plan.

          4.3  DISCRETION OF COMMITTEE.  Notwithstanding the above, the 
selection of the Director to whom options may be granted, the timing of such 
grants, the number of shares subject to any stock option, the exercise price 
of any stock option, the period during which any stock option may be 
exercised, and the term of any stock option shall be as hereinafter provided, 
and the Committee shall have no discretion as to such matters.

     5.   GRANT OF STOCK OPTIONS.  On the fourth business day following the 
day of each annual meeting of the shareholders of the Company, each person 
who is then a member of the Board and who is not then an employee of the 
Company or any of its subsidiaries (a "non-employee Director") shall 
automatically and without further action by the Board or the Committee be 
granted a "non-statutory stock option (i.e. an option which does not qualify 
under


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Sections 422 or 423 of the Code) to purchase 10,000 shares of Company stock 
subject to adjustment and substitution as set forth in Section 7.10.

     In addition, upon the adoption of this Plan, each non-employee Director 
shall receive an option for (i) an addition 10,000 shares and (ii) a number 
of shares computed by multiplying 10,000 by the number of full years each 
such non-employee Director has served on the Company's Board of Directors.

     If at any time the number of shares then remaining available for the 
grant of stock options under the Plan is not sufficient for each 
non-employees Director to be granted an option for 10,000 shares (or the 
number of adjusted or substituted shares pursuant to Section 7.10), then each 
non-employee Director shall be granted an option for a member of whole shares 
equal to the number of shares then remaining divided by the number of 
non-employee Directors, disregarding any fraction of a share.

     6.   SHARES SUBJECT TO OPTIONS.  The stock available for grant of 
Options under the Plan shall be shares of the Company's authorized but 
unissued, or reacquired, Common Stock.  The aggregate number of shares which 
may be issued pursuant to exercise of Options granted under the Plan, as 
amended, shall not exceed 100,000 shares of Common Stock (subject to 
adjustment as provided in Section 7.10), including shares previously issued 
under the Plan.  In the event that any outstanding Option under the Plan for 
any reason expires or is terminated, the shares of Common Stock allocable to 
the unexercised portion of the Option shall again be available for Options 
under the Plan as if no Option had been granted with respect to such shares.

     7.   TERMS AND CONDITIONS OF STOCK OPTIONS.  Stock options granted under 
the Plan shall be subject to the following terms and conditions:

          7.1  The purchase price at which each Stock Option may be exercised 
(the "option price") shall be the Fair Market Value per share of Common Stock 
on the date of grant.  Each Option granted under the Plan shall become 
exercisable on a cumulative basis as to one-third (1/3) of the total number 
of shares covered thereby at any time after one year from the date the Option 
is granted and an additional one-third (1/3) of such total number of shares 
at any time after the end of each consecutive one-year period thereafter 
until the Option has become exercisable as to all of such total number of 
shares.  All Options granted but not yet exercisable as a result of the 
previous sentence shall become exercisable notwithstanding the previous 
sentence upon the death or disability of the grantee.  To the extent that a 
grantee has the right to exercise an Option and purchase shares pursuant 
thereto, the Option may be exercised from time to time by written notice to 
the Company, stating the number of shares being purchased and accompanied by 
payment in full of the exercise price for such shares.

          7.2  The option price for each stock option shall be paid in full 
upon exercise and shall be payable in cash in United States dollars 
(including check, bank draft or money order); provided, however, that in lieu 
of such cash the person exercising the stock option may pay the option price 
in whole or in part by delivering to the Company shares of the Common Stock 
having a Fair Market Value on the date of exercise of the Stock Option, equal 
to the option price for the shares being purchased; except that (i) any 
portion of the option price representing a fraction of a share shall in any 
event be paid in cash and (ii) no shares of the Common Stock 


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which have been held for less than six months may option.  Delivery of shares 
may also be accomplished through the effective transfer to the Company of 
shares held by a broker or other agent.  The Company will also cooperate with 
any person exercising a stock option who participates in a cashless exercise 
program of a broker or other agent under which all or part of the shares 
received upon exercise of the stock option are sold through the broker or 
other agent or under which the broker or other agent makes a loan to such 
person.  Notwithstanding the foregoing, the exercise of the stock option 
shall not be deemed to occur and no shares of Common Stock will be issued by 
the Company upon exercise of the stock option until the Company has received 
payment of the option price in full.  The date of exercise of a stock option 
shall be determined under procedures established by the Committee, and as of 
the date of exercise the person exercising the stock option shall be 
considered for all purposes to be the owner of the shares with respect to 
which the stock option has been exercised.  Payment of the option price with 
shares shall not increase the number of shares of the Common Stock which may 
be issued under the Plan as provided in Section 5.

          7.3  No stock option shall be exercisable during the first six 
months of its term except in case of death as provided in Section 7.5.  
Subject to the preceding sentence and subject to Section 7.5 which provides 
for earlier termination of a stock option under certain circumstances, each 
stock option shall be exercisable for ten years from the date of grant and 
not thereafter.  A stock option to the extent exercisable at any time may be 
exercised in whole or in part.

          7.4  No stock option shall be transferable by the grantee otherwise 
than by Will, or if the grantee dies intestate, by the laws of descent and 
distribution of the state of domicile of the grantee at the time of death.  
All stock options shall be exercisable during the lifetime of the grantee 
only by the grantee or the grantee's guardian or legal representative.  These 
restrictions on transferability shall not apply to the extent such 
restrictions are not at the time required for the Plan to continue to meet 
the requirements of Rule 16b-3 under the Securities Exchange Act of 1934 (the 
"1934 Act"), or any successor Rule.

          7.5  If a grantee ceases to be a Director of the Company for any 
reason, any outstanding stock options held by the grantee shall be 
exercisable according to the following provisions:

               (i)   If a grantee ceases to be a Director of the Company for 
any reason other than resignation, removal for cause or death, any 
outstanding stock option held by such grantee shall be exercisable by the 
grantee (but only if exercisable by the grantee immediately prior to ceasing 
to be a Director) at any time prior to the expiration date of such stock 
option or within one year after the date the grantee ceases to be a Director, 
whichever is the shorter period;

               (ii)  If during his term of office as a Director a grantee 
resigns from the Board or is removed from office for cause, any outstanding 
stock option held by the grantee which is not exercisable by the grantee 
immediately prior to resignation or removal shall terminate as of the date of 
resignation or removal, and any outstanding stock option held by the grantee 
which is exercisable by the grantee immediately prior to resignation or 
removal shall be exercisable by the grantee at any time prior to the 
expiration date of such stock option or within


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three months after the date of resignation or removal of the grantee, 
whichever is the shorter period;

               (iii) Following the death of a grantee during service as a 
Director of the Company, any outstanding stock option held by the grantee at 
the time of death (whether or not exercisable by the grantee immediately 
prior to death) shall be exercisable by the person entitled to do so under 
the Will of the grantee, or, if the grantee shall fail to make testamentary 
disposition of the stock option or shall die intestate, by the legal 
representative of the grantee at any time prior to the expiration date of 
such stock option or within one year after the date of death of the grantee, 
whichever is the shorter period;

               (iv)  Following the death of a grantee after ceasing to be a 
Director and during a period when a stock option is exercisable under clause 
(ii) above, the stock option shall be exercisable by such person entitled to 
do so under the Will of the grantee or by such legal representative at any 
time prior to the expiration date of the stock option or within one year 
after the date of death, whichever is the shorter period; and

               (v)   Following the death of a grantee after ceasing to be a 
Director and during a period when a stock option is exercisable under clause 
(iii) above, the stock option shall be exercisable by such person entitled to 
do so under the Will of the grantee or by such legal representative at any 
time during the shorter of the following two periods: (i) until the 
expiration date of the stock option or (ii) until one year after the grantee 
ceased being a Director or one year after the date of death of the grantee 
(whichever is longer).

     A stock option held by a grantee who has ceased to be a Director of the 
Company shall terminate upon the expiration of the applicable exercise 
period, if any, specified in this Section 7.5.

          7.6  All stock options shall be confirmed by an agreement, or an 
amendment thereto, which shall be executed on behalf of the Corporation by 
the Chief Executive Officer (if other than the President), the President or 
any Vice President and by the grantee.

          7.7  The obligation of the Corporation to issue shares of the 
Common Stock under the Plan shall be subject to (i) the effectiveness of a 
registration statement under the Securities Act of 1933, as amended, with 
respect to such shares, if deemed necessary or appropriate by counsel for the 
Corporation, (ii) the condition that the shares shall have been listed (or 
authorized for listing upon official notice of issuance) upon each stock 
exchange, if any, on which the Common Stock may then be listed and (iii) all 
other applicable laws, regulations, rules and orders which may then be in 
effect.

     Subject to the foregoing provisions of this Section 7 and the other 
provisions of the Plan, any stock option granted under the Plan shall be 
subject to such restrictions and other terms and conditions, if any, as shall 
be determined, in its discretion, by the Committee and set forth in the 
agreement referred to in Section 7.6, or an amendment thereto; except that in 
no event shall the Committee or the Board have any power or authority which 
would cause the Plan to fail to be a plan described in Rule 16b-3(c)(2)(ii), 
or any successor Rule.


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          7.8  RESTRICTIONS ON ISSUANCE OF SHARES. The issuance of Options 
and shares shall be subject to compliance with all the applicable 
requirements of law with respect to the issuance and sale of securities, 
including, without limitation, any required qualification under the 
California Corporate Securities Law of 1968, as amended, or other state 
securities laws.  If a grantee acquires shares of Common Stock pursuant to 
the exercise of an Option, the Plan Administrator, in its sole discretion, 
may require as a condition of issuance of shares covered by the Option that 
the shares of Common Stock shall be subject to restrictions on transfer.  The 
Company may place a legend on the certificates evidencing the shares, 
reflecting the fact that they are subject to restrictions on transfer 
pursuant to the terms of this Section.  In addition, the grantee may be 
required to execute a buy-sell agreement in favor of the Company or its 
designee with respect to all or any of the shares so acquired.  In such 
event, the terms of such agreement shall apply to such shares.

          7.9  INVESTMENT REPRESENTATION.  Any grantee may be required, as a 
condition of issuance of shares covered by his or her Option, to represent 
that the shares to be acquired pursuant to exercise of the Option will be 
acquired for investment and without a view to distribution thereof; and in 
such case, the Company may place a legend on the certificate evidencing the 
shares reflecting the fact that they were acquired for investment and cannot 
be sold or transferred unless registered under the Securities Act of 1933, as 
amended, or unless counsel for the Company is satisfied that the 
circumstances of the proposed transfer do not require such registration.

          7.10 RECAPITALIZATION OR REORGANIZATION OF COMPANY.  Except as 
otherwise provided herein, appropriate and proportionate adjustments shall be 
made in the number and class of shares subject to the Plan and to the Option 
rights granted under the Plan, and the exercise price of such Option rights, 
in the event that the number of shares of Common Stock of the Company are 
increased or decreased as a result of a stock dividend (but only on Common 
Stock), stock split, reverse stock split, recapitalization, reorganization, 
merger, consolidation, separation, or like change in the corporate or capital 
structure of the Company.

     In the event there shall be any other change in the number or kind of 
the outstanding shares of Common Stock of the Company, or any stock or other 
securities into which such common stock shall have been changed, or for which 
it shall have been exchanged, whether by reason of a complete liquidation of 
the Company or a merger, reorganization or consolidation of the Company with 
any other corporation in which the Company is not the surviving corporation 
or the Company becomes a wholly-owned subsidiary of another corporation, then 
if the Plan Administrator shall, in its sole discretion, determine that such 
change equitably requires an adjustment to shares of Common Stock currently 
subject to Options under the Plan, or to prices or terms of outstanding 
Options, such adjustment shall be made in accordance with such determination. 
 In addition, in the event of such change described in this paragraph, the 
Board may accelerate the time or times at which any option may be exercised 
and may provide for cancellation of such accelerated options which are not 
exercised within a time period prescribed by the Board in its sole discretion.

     To the extent that the foregoing adjustments relate to stock or 
securities of the Company, such adjustments shall be made by the Plan 
Administrator, the determination of which in that respect shall be final, 
binding, and conclusive. No right to purchase fractional shares shall result


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from any adjustment of Options pursuant to this Section.  In case of any such 
adjustment, the shares subject to the option shall be rounded down to the 
nearest whole share.  Notice of any adjustment shall be given by the Company 
to each grantee whose Options shall have been so adjusted and such adjustment 
(whether or not notice is given) shall be effective and binding for all 
purposes of the Plan.

          7.11 OTHER PROVISIONS.  Each Option may contain such other terms, 
provisions, and conditions not inconsistent with the Plan as may be 
determined by the Plan Administrator.

     8.   AMENDMENT AND TERMINATION.  The right to amend the Plan at any time 
and from time to time and the right to terminate the Plan at any time are 
hereby specifically reserved to the Board; provided always that no such 
termination shall terminate any outstanding stock options granted under the 
Plan; and provided further that no amendment of the Plan shall (i) be made 
without stockholder approval if stockholder approval of the amendment is at 
the time required for stock options under the Plan to qualify for the 
exemption from Section 16(b) of the 1934 Act provided by Rule 16b-3, or any 
successor Rule, or by the rules of any stock exchange on which the Common 
Stock may then be listed, (ii) amend more than once every six months the 
provisions of the Plan relating to the selection of the Directors to whom 
stock options are to be granted, the timing of such grants, the number of 
shares subject to any stock option, the exercise price of any stock option, 
the periods during which any stock option may be exercised and the term of 
any stock option other than to comport with changes in the Code or the rules 
and regulations thereunder or (iii) otherwise amend the Plan in any manner 
that would cause stock options under the Plan not to qualify for the 
exemption provided by Rule 16b-3, or any successor Rule.  No amendment or 
termination of the Plan shall, without the written consent of the holder of a 
stock option theretofore awarded under the Plan, adversely affect the rights 
of such holder with respect thereto.

     Notwithstanding anything contained in the preceding paragraph or any 
other provision of the Plan or any stock option agreement, the Board shall 
have the power to amend the Plan in any manner deemed necessary or advisable 
for stock options granted under the Plan to qualify for the exemption 
provided by Rule 16b-3 (or any successor rule relating to exemption from 
Section 16(b) of the 1934 Act), and any such amendment shall, to the extent 
deemed necessary or advisable by the Board, be applicable to any outstanding 
stock options theretofore granted under the Plan notwithstanding any contrary 
provisions contained in any stock option agreement.  In the event of any such 
amendment to the Plan, the holder of any stock option outstanding under the 
Plan shall, upon request of the Committee and as a condition to the 
exercisability of such option, execute a conforming amendment in the form 
prescribed by the Committee to the stock option agreement referred to in 
Section 7.6 within such reasonable time as the Committee shall specify in 
such request.

     9.   INDEMNIFICATION.  In addition to such other rights of 
indemnification as they may have as members of the Plan Administrator, the 
members of the Plan Administrator administering the Plan shall be indemnified 
by the Company against reasonable expense, including attorneys' fees, 
actually and necessarily incurred in connection with the defense of any 
action, suit, or proceeding, or in connection with any appeal therein, to 
which they or any of them may be a party by reason of any action taken or 
failure to act under or in connection with the Plan or any Option granted 
thereunder, and against all amounts paid by them in settlement


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thereof (provided such settlement is approved by independent legal counsel 
selected by the Company) or paid by them in satisfaction of a judgment in any 
action, suit, or proceeding, except in relation to matters as to which it 
shall be adjudged in such action, suit, or proceeding that such member is 
liable for negligence or misconduct in the performance of his duties, 
provided that within 60 days after institution of any such action, suit, or 
proceeding, the member shall in writing offer the Company the opportunity, at 
its own expense, to handle and defend the same.

     10.  EFFECTIVE DATE AND TERM OF PLAN.  This Plan shall become effective 
(the "Effective Date") on the date of adoption designated below.  No options 
granted under the Plan will be effective unless the Plan is approved by the 
stockholders of the Company within 12 months of the date of adoption.  Unless 
sooner terminated by the Board in its sole discretion, the Plan will expire 
on December 31, 2004.

     IN WITNESS WHEREOF, the Company by its duly authorized officer, has 
caused this Plan to be executed at Studio City, California, this _____ day
of ____________, 1995.

                              CINEMA RIDE, INC.

                              By:  /s/ Mitch Francis   
                                   --------------------------
                                   Mitch Francis, President

                              By:  /s/ Gary H. Packman 
                                   --------------------------
                                   Gary H. Packman, Secretary



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