AMENDMENT NO. 1 TO
                            WARRANT CERTIFICATE

     This  Amendment No. 1 to the Warrant Certificate (this "AMENDMENT") is
made and entered  into  as  of June 25, 2001, by and between FINOVA Capital
Corporation, as successor-in-interest  to  FINOVA  Technology Finance, Inc.
(the  "HOLDER")  and  Cinema  Ride,  Inc.,  a  Delaware  corporation   (the
"COMPANY").

                                    RECITALS

     A.   The Company issued to the Holder that certain Warrant Certificate
          dated December 24, 1996 (the "CERTIFICATE").

     B.   The  Certificate evidences the Holder's right to purchase 100,000
          shares of the Common Stock of the Company at an Exercise Price of
          $2.00 per share.

     c.   Capitalized  terms  not otherwise defined in this Agreement shall
          have the meanings set forth in the Certificate.

     D.   The parties desire to modify the provisions of the Certificate as
          set forth herein.

     NOW, THEREFORE, in consideration  of  the  foregoing  Recitals and the
mutual promises contained herein, the parties agree as follows:

     1.   AMENDMENT  TO  PARAGRAPH   1  OF  THE  CERTIFICATE.    The  first
paragraph of the Certificate is hereby amended by deleting the reference to
"$2.00" and substituting therefor "$1.00."

     2.   EFFECTIVENESS  OF  CERTIFICATE.   Except  as  expressly  provided
herein, nothing in this Amendment shall be deemed to waive or modify any of
the  provisions of the Certificate, including  the  Holder's  anti-dilution
rights.   In  the  event  of  any  conflict  between  the Certificate, this
Amendment or any other amendment or addendum thereof, the document later in
time shall prevail.

     3.   COUNTERPARTS.   This Agreement may be executed  in  two  or  more
counterparts, each of which  shall  be  deemed an original but all of which
together shall constitute one and the same instrument.





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

                              CINEMA RIDE, INC.


                              By: /s/ Mitch Francis
                                 _______________________________________
                             Its: President



                              FINOVA CAPITAL CORPORATION


                              By:_______________________________________

                             Its:_______________________________________

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