                                                                    Exhibit 4.22



NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND APPLICABLE  STATE  SECURITIES  LAWS,  and,  ACCORDINGLY,  MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OR PURSUANT TO AN AVAILABLE  EXEMPTION  FROM, OR IN A TRANSACTION
NOT SUBJECT  TO, THE  REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT AND IN
ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION
OF COUNSEL TO THE  TRANSFEROR  TO SUCH EFFECT,  THE  SUBSTANCE OF WHICH SHALL BE
REASONABLY  ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE
UPON  EXERCISE OF THIS  SECURITY MAY BE PLEDGED IN  CONNECTION  WITH A BONA FIDE
MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

                          COMMON STOCK PURCHASE WARRANT

            To Purchase __________ Shares of Class A Common Stock of

                      ACCESS INTEGRATED TECHNOLOGIES, INC.

            THIS COMMON STOCK PURCHASE WARRANT (this "WARRANT")  certifies that,
for value received,  _____________ (the "HOLDER"),  is entitled,  upon the terms
and subject to the  limitations on exercise and the conditions  hereinafter  set
forth,  at any time on or after [the seven month  anniversary of the date of the
Purchase  Agreement]1 [the date hereof]2 (the "INITIAL EXERCISE DATE") and on or
prior to the close of business on the fifth  anniversary of the Initial Exercise
Date (the "TERMINATION DATE") but not thereafter,  to subscribe for and purchase
from  Access  Integrated   Technologies,   Inc.,  a  Delaware  corporation  (the
"COMPANY"),  up to ______ shares (the "WARRANT SHARES") of Class A Common Stock,
par value $0.001 per share,  of the Company (the "COMMON  STOCK").  The purchase
price of one share of Common  Stock  under  this  Warrant  shall be equal to the
Exercise Price, as defined in Section 2(b).

      SECTION 1.  DEFINITIONS.  Capitalized terms used and not otherwise defined
herein shall have the meanings  set forth in that  certain  Securities  Purchase
Agreement (the "PURCHASE AGREEMENT"),  dated February 9, 2005, among the Company
and the purchasers signatory thereto.




-------------------
1     Only include for Warrants issued at Closing.
2     Only include for Redemption Warrants.


<PAGE>

      SECTION 2.  EXERCISE.

     a) EXERCISE OF WARRANT. Exercise of the purchase rights represented by this
Warrant may be made,  in whole or in part,  at any time or times on or after the
Initial  Exercise Date and on or before the Termination  Date by delivery to the
Company of a duly executed facsimile copy of the Notice of Exercise Form annexed
hereto (or such other  office or agency of the  Company as it may  designate  by
notice in  writing  to the  registered  Holder  at the  address  of such  Holder
appearing on the books of the Company); PROVIDED, HOWEVER, within 5 Trading Days
of the date said Notice of  Exercise is  delivered  to the  Company,  the Holder
shall have  surrendered  this Warrant to the Company and the Company  shall have
received payment of the aggregate Exercise Price of the shares thereby purchased
by wire transfer or cashier's check drawn on a United States bank.

     b)  EXERCISE  PRICE.  The  exercise  price of the Common  Stock  under this
Warrant shall be $___,3 subject to adjustment hereunder (the "EXERCISE PRICE").

     c)  CASHLESS  EXERCISE.  If at any time  after  one  year  from the date of
issuance  of  this  Warrant  there  is  no  effective   Registration   Statement
registering,  or no current prospectus  available for, the resale of the Warrant
Shares by the Holder,  then this  Warrant may also be  exercised at such time by
means of a "cashless  exercise" in which the Holder shall be entitled to receive
a certificate for the number of Warrant Shares equal to the quotient obtained by
dividing [(A-B) (X)] by (A), where:

            (A)   = the Closing Price on the Trading Day  immediately  preceding
                  the date of such election;

            (B)   = the Exercise Price of this Warrant, as adjusted; and

            (X)   = the number of Warrant Shares  issuable upon exercise of this
                  Warrant in accordance  with the terms of this Warrant by means
                  of a cash exercise rather than a cashless exercise.

            Notwithstanding  anything herein to the contrary, on the Termination
Date,  this Warrant  shall be  automatically  exercised  via  cashless  exercise
pursuant to this Section 2(c).

            d) Exercise Limitations.

                        i. HOLDER'S RESTRICTIONS.  The Holder shall not have the
                  right to  exercise  any portion of this  Warrant,  pursuant to
                  Section  2(c) or  otherwise,  to the extent that after  giving
                  effect to such issuance after exercise,  the Holder  (together


---------------------
3     With respect to the Warrants to be issued at Closing,  the Exercise  Price
      shall be $4.44.  With respect to the Redemption  Warrants and  Acquisition
      Redemption  Warrants,  the  Exercise  Price  shall be the  average  of the
      Closing Prices of the five Trading Days preceding the Optional  Redemption
      Date or Acquisition  Redemption Warrants, as applicable (as defined in the
      Debentures).


                                       2
<PAGE>

                  with the Holder's Affiliates),  as set forth on the applicable
                  Notice of Exercise,  would beneficially own in excess of 9.99%
                  of the  number  of  shares  of the  Common  Stock  outstanding
                  immediately after giving effect to such issuance. For purposes
                  of the  foregoing  sentence,  the  number  of shares of Common
                  Stock  beneficially  owned by the  Holder  and its  Affiliates
                  shall  include the number of shares of Common  Stock  issuable
                  upon  exercise  of this  Warrant  with  respect  to which  the
                  determination  of such  sentence  is  being  made,  but  shall
                  exclude  the number of shares of Common  Stock  which would be
                  issuable  upon (A)  exercise  of the  remaining,  nonexercised
                  portion of this  Warrant  beneficially  owned by the Holder or
                  any of its  Affiliates  and (B) exercise or  conversion of the
                  unexercised or nonconverted portion of any other securities of
                  the  Company  (including,   without   limitation,   any  other
                  Debentures or Warrants)  subject to a limitation on conversion
                  or  exercise  analogous  to the  limitation  contained  herein
                  beneficially  owned by the  Holder  or any of its  Affiliates.
                  Except as set forth in the preceding sentence, for purposes of
                  this Section 2(d), beneficial ownership shall be calculated in
                  accordance  with Section  13(d) of the Exchange  Act, it being
                  acknowledged by Holder that the Company is not representing to
                  Holder that such  calculation  is in  compliance  with Section
                  13(d) of the Exchange Act and Holder is solely responsible for
                  any  calculations  and any schedules or other reports required
                  to be filed with the  Commission in accordance  therewith.  To
                  the extent that the limitation  contained in this Section 2(d)
                  applies,   the   determination  of  whether  this  Warrant  is
                  exercisable  (in  relation  to other  securities  owned by the
                  Holder) and of which a portion of this Warrant is  exercisable
                  shall  be in the  sole  discretion  of  such  Holder,  and the
                  submission of a Notice of Exercise  shall be deemed to be such
                  Holder's  determination of whether this Warrant is exercisable
                  (in relation to other  securities owned by such Holder) and of
                  which  portion of this  Warrant is  exercisable,  in each case
                  subject  to  such  aggregate  percentage  limitation,  and the
                  Company  shall have no  obligation  to verify or  confirm  the
                  accuracy of such  determination.  For purposes of this Section
                  2(d),  in  determining  the  number of  outstanding  shares of
                  Common Stock, the Holder may rely on the number of outstanding
                  shares of Common Stock as reflected in (x) the Company's  most
                  recent  Form 10-Q or 10-QSB,  or Form 10-K or  10-KSB,  as the
                  case may be,  (y) a more  recent  public  announcement  by the
                  Company  or  (z)  any  other  notice  by  the  Company  or the
                  Company's transfer agent setting forth the number of shares of
                  Common  Stock  outstanding.  Upon the  written  request of the
                  Holder,  the Company  shall  within two Trading  Days  confirm
                  orally (and in writing, if requested) to the Holder the number
                  of shares of Common Stock then  outstanding.  In any case, the
                  number  of  outstanding   shares  of  Common  Stock  shall  be
                  determined  after giving effect to the  conversion or exercise
                  of securities of the Company,  including this Warrant,  by the
                  Holder  or its  Affiliates  since  the date as of  which  such
                  number of outstanding shares of Common Stock was reported. The
                  provisions  of this  Section  2(d) may be waived by the Holder
                  upon,  at the  election of the Holder,  not less than 61 days'


                                       3
<PAGE>

                  prior  notice  to the  Company,  and  the  provisions  of this
                  Section  2(d) shall  continue to apply until such 61st day (or
                  such  later  date,  as  determined  by the  Holder,  as may be
                  specified in such notice of waiver).

            e) MECHANICS OF EXERCISE.

                        i.   AUTHORIZATION   OF  WARRANT  SHARES.   The  Company
                  covenants that all Warrant Shares which may be issued upon the
                  exercise of the purchase  rights  represented  by this Warrant
                  will, upon exercise of the purchase rights represented by this
                  Warrant,  be duly authorized,  validly issued,  fully paid and
                  nonassessable  and free from all taxes,  liens and  charges in
                  respect of the issue  thereof  (other than taxes in respect of
                  any transfer occurring contemporaneously with such issue).

                        ii. DELIVERY OF CERTIFICATES UPON EXERCISE.  The Company
                  shall  cause   certificates   for  Warrant  Shares   purchased
                  hereunder  to be  transmitted  by the  transfer  agent  of the
                  Company to the Holder by crediting the account of the Holder's
                  prime broker with the  Depository  Trust  Company  through its
                  Deposit  Withdrawal  Agent  Commission  ("DWAC") system if the
                  Company is a  participant  in such  system,  and  otherwise by
                  physical  delivery to the address  specified  by the Holder in
                  the Notice of  Exercise,  within  three  Trading Days from the
                  receipt  by  the  Company  of the  Notice  of  Exercise  Form,
                  surrender  of  this  Warrant  and  payment  of  the  aggregate
                  Exercise  Price as set forth above  ("WARRANT  SHARE  DELIVERY
                  Date"). This Warrant shall be deemed to have been exercised on
                  the date the  Exercise  Price is received by the  Company,  if
                  such  date is  after  the  Notice  of  Exercise  Form and this
                  Warrant are received by the Company.  The Warrant Shares shall
                  be deemed to have been issued,  and Holder or any other Person
                  so  designated  to be named  therein  shall be  deemed to have
                  become a holder  of  record  of such  Warrant  Shares  for all
                  purposes,  as of the date the  Warrant has been  exercised  by
                  payment  to the  Company of the  Exercise  Price and all taxes
                  required to be paid by the Holder, if any, pursuant to Section
                  2(e)(vii)  prior to the  issuance  of such  shares,  have been
                  paid.

                        iii.  DELIVERY OF NEW WARRANTS  UPON  EXERCISE.  If this
                  Warrant shall have been  exercised in part, the Company shall,
                  within  five  Trading  Days after the time of  delivery of the
                  certificate  or  certificates   representing  Warrant  Shares,
                  deliver  to  Holder a new  Warrant  evidencing  the  rights of
                  Holder to purchase the  unpurchased  Warrant Shares called for
                  by this Warrant, which new Warrant shall in all other respects
                  be  identical  (including,  not unless  required  pursuant  to
                  Section 4.1(c) of the Purchase Agreement, the placement of any
                  restrictive legends) with this Warrant.

                        iv. RESCISSION RIGHTS. If the Company fails to cause its
                  transfer  agent to  transmit  to the Holder a  certificate  or


                                       4
<PAGE>

                  certificates  representing the Warrant Shares pursuant to this
                  Section 2(e)(iv) by the 2nd Trading Day immediately  following
                  the Warrant Share Delivery Date, then the Holder will have the
                  right to rescind such exercise.

                        v.  COMPENSATION FOR BUY-IN ON FAILURE TO TIMELY DELIVER
                  CERTIFICATES  UPON  EXERCISE.  In addition to any other rights
                  available  to the Holder,  if the  Company  fails to cause its
                  transfer  agent to  transmit  to the Holder a  certificate  or
                  certificates  representing  the Warrant  Shares  pursuant to a
                  proper and  conforming  exercise  on or before the 2nd Trading
                  Day immediately following the Warrant Share Delivery Date, and
                  if after  such date the  Holder is  required  by its broker to
                  purchase  in a bona fide  arm's  length  transaction  for fair
                  market  value (in an open  market  transaction  or  otherwise)
                  shares of Common Stock to deliver in satisfaction of a sale by
                  the Holder of the Warrant Shares which the Holder  anticipated
                  receiving  upon such exercise (a  "BUY-IN"),  then the Company
                  shall (1) pay in cash to the  Holder  the  amount by which (x)
                  the  Holder's  total  purchase  price   (including   brokerage
                  commissions,  if any)  for  the  shares  of  Common  Stock  so
                  purchased  exceeds  (y) the amount  equal to (A) the number of
                  Warrant  Shares  that the Company  was  otherwise  required to
                  deliver  to the  Holder in  connection  with the  exercise  at
                  issue, multiplied by (B) the price per share at which the sell
                  order giving rise to such  purchase  obligation  was executed,
                  and (2) at the option of the Holder given within three Trading
                  Days of the failure to deliver,  either  reinstate the portion
                  of the Warrant  and  equivalent  number of Warrant  Shares for
                  which such  exercise  was not honored or deliver to the Holder
                  the  number of shares of Common  Stock  that  would  have been
                  issued had the Company  timely  complied with its exercise and
                  delivery  obligations  hereunder.  For example,  if the Holder
                  purchases  Common  Stock  having  a total  purchase  price  of
                  $11,000  to  cover  a  Buy-In  with  respect  to an  attempted
                  exercise  of shares of Common  Stock  with an  aggregate  sale
                  price  giving  rise to such  purchase  obligation  of $10,000,
                  under clause (1) of the immediately  preceding  sentence,  the
                  Company shall be required to pay the Holder $1,000. The Holder
                  shall provide the Company a detailed written notice indicating
                  the  amounts  payable to the Holder in respect of the  Buy-In,
                  together  with  applicable  confirmations  and other  evidence
                  reasonably  requested  by the  Company.  Nothing  herein shall
                  limit a Holder's right to pursue any other remedies  available
                  to it  hereunder,  at  law  or in  equity  including,  without
                  limitation, a decree of specific performance and/or injunctive
                  relief with respect to the Company's failure to timely deliver
                  certificates representing shares of Common Stock upon exercise
                  of the Warrant as required pursuant to the terms hereof.

                        vi. NO FRACTIONAL  SHARES OR SCRIP. No fractional shares
                  or scrip representing  fractional shares of Common Stock shall


                                       5
<PAGE>

                  be  issued  upon  the  exercise  of  this  Warrant.  As to any
                  fraction  of a  share  of  Common  Stock  which  Holder  would
                  otherwise  be  entitled to purchase  upon such  exercise,  the
                  Company  shall pay a cash  adjustment in respect of such final
                  fraction in an amount equal to such fraction multiplied by the
                  Exercise Price.

                        vii.   CHARGES,   TAXES  AND   EXPENSES.   Issuance   of
                  certificates  for Warrant  Shares shall be made without charge
                  to  the  Holder  for  any  issue  or  transfer  tax  or  other
                  incidental   expense  in  respect  of  the  issuance  of  such
                  certificate,  all of which taxes and expenses shall be paid by
                  the Company, and such certificates shall be issued in the name
                  of the Holder or in such name or names as may be  directed  by
                  the  Holder;  PROVIDED,   HOWEVER,  that  in  the  event  that
                  certificates representing Warrant Shares are to be issued in a
                  name  other than the name of the  Holder,  this  Warrant  when
                  surrendered   for  exercise   shall  be   accompanied  by  the
                  Assignment Form attached hereto duly completed and executed by
                  the  Holder;  and the  Company  may  require,  as a  condition
                  thereto,  the payment of a sum  sufficient to reimburse it for
                  any  expenses   incidental   thereto.   The  Holder  shall  be
                  responsible  for all other tax  liability  that may arise as a
                  result of holding or  transferring  this  Warrant or receiving
                  Warrant Shares upon exercise thereof.

                        viii.  CLOSING OF BOOKS.  Subject to applicable law, the
                  Company will not close its stockholder books or records in any
                  manner  which  prevents the timely  exercise of this  Warrant,
                  pursuant to the terms hereof.

            SECTION 3.  CERTAIN ADJUSTMENTS.

            a) STOCK  DIVIDENDS  AND SPLITS.  If the Company,  at any time while
this  Warrant is  outstanding:  (A) pays a stock  dividend or  otherwise  make a
distribution or distributions on shares of its Common Stock, the Company's Class
B Common Stock or any other equity or equity  equivalent  securities  payable in
shares of Common Stock  (which,  for  avoidance of doubt,  shall not include any
shares of Common  Stock  issued by the Company  pursuant to this  Warrant),  (B)
subdivides  outstanding  shares of Common Stock into a larger  number of shares,
(C) combines  (including  by way of reverse stock split)  outstanding  shares of
Common Stock into a smaller number of shares, or (D) issues by  reclassification
of shares of the Common Stock any shares of capital  stock of the Company,  then
in each case the Exercise  Price shall be  multiplied by a fraction of which the
numerator  shall be the  number of shares of Common  Stock  (excluding  treasury
shares,  if any)  outstanding  immediately  before  such  event and of which the
denominator   shall  be  the  number  of  shares  of  Common  Stock  outstanding
immediately after such event. Simultaneously with any adjustment to the Exercise
Price  pursuant to this Section 3(a),  the number of Warrant Shares which may be
purchased  upon  exercise  of this  Warrant  shall  be  increased  or  decreased
proportionately,  so that after such  adjustment,  the  aggregate  amount of the
adjusted  Exercise Price multiplied by the aggregate  adjusted amount of Warrant
Shares  shall  equal the  aggregate  amount  of the  unadjusted  Exercise  Price
multiplied by the aggregate  unadjusted amount of Warrant Shares. Any adjustment
made  pursuant to this  Section 3(a) shall (x) with respect to clause (A) of the
first  sentence of this Section 3(a),  become  effective  immediately  after the
record date for the  determination  of  stockholders  entitled  to receive  such
dividend or distribution  and (y) with respect to clauses (B) - (D) of the first
sentence of this Section 3(a), become effective  immediately after the effective
date in the case of a subdivision, combination or re-classification.

                                       6
<PAGE>

            b) PRO RATA DISTRIBUTIONS.  If the Company, at any time prior to the
Termination Date, shall distribute to all holders of Common Stock, including all
holders  of the  Company's  Class B  Common  Stock  (and not to  Holders  of the
Warrants)  evidences  of its  indebtedness  or assets  (including  cash and cash
dividends) or rights or warrants to subscribe for or purchase any security other
than the Common  Stock (which  shall be subject to Section  3(b)),  then in each
such case the Exercise Price shall be adjusted by multiplying the Exercise Price
in effect  immediately  prior to the  record  date  fixed for  determination  of
stockholders  entitled to receive such  distribution  by a fraction of which the
denominator  shall be the  Closing  Price  determined  as of the record  date or
effective date, as the case may be,  mentioned in Section 3(a), and of which the
numerator  shall be such Closing Price on such date less the then per share fair
market  value  at such  date  of the  portion  of such  assets  or  evidence  of
indebtedness so distributed  applicable to one  outstanding  share of the Common
Stock or Common Stock  equivalent  share of Class B Common Stock  (determined by
dividing the amount  distributed  by the then issued and  outstanding  shares of
Common Stock) as  determined by the Board of Directors in good faith.  In either
case the adjustments  shall be described in a statement  provided to the Holders
of the portion of assets or evidences of  indebtedness  so  distributed  or such
subscription  rights  applicable  to one share of  Common  Stock (or for Class B
Common Stock,  equivalent  measure).  Such adjustment shall be made whenever any
such  distribution  is made and shall  become  effective  immediately  after the
record date mentioned above.

            c)  FUNDAMENTAL  TRANSACTION.  If, at any time while this Warrant is
outstanding,  (A) the Company effects any merger or consolidation of the Company
with  or into  another  Person,  (B)  the  Company  effects  any  sale of all or
substantially all of its assets in one or a series of related transactions,  (C)
any tender offer or exchange offer (whether by the Company or another Person) is
completed  pursuant to which  holders of Common Stock are permitted to tender or
exchange their shares for other securities, cash or property, or (D) the Company
effects  any  reclassification  of the  Common  Stock  or any  compulsory  share
exchange  pursuant to which the Common Stock is  effectively  converted  into or
exchanged for other securities  (other than capital stock of the Company),  cash
or property  (in any such case, a  "FUNDAMENTAL  TRANSACTION"),  then,  upon any
subsequent  conversion  of this  Warrant,  the  Holder  shall  have the right to
receive, for each Warrant Share that would have been issuable upon such exercise
immediately  prior  to the  occurrence  of such  Fundamental  Transaction,  upon
exercise of this Warrant,  the number of shares of Common Stock of the successor
or acquiring corporation or of the Company, if it is the surviving  corporation,
and any additional consideration ("ALTERNATE CONSIDERATION") receivable upon, or
as a result of , such Fundamental  Transaction by a Holder holding the number of
Warrant Shares  underlying  this Warrant  immediately  prior to the occurence of
such event. For purposes of any such exercise, the determination of the Exercise
Price shall be appropriately  adjusted to apply to such Alternate  Consideration
based on the amount of Alternate  Consideration issuable in respect of one share
of Common Stock in connection with such Fundamental Transaction, and the Company
shall  apportion  the  Exercise  Price among the  Alternate  Consideration  in a
reasonable manner  reflecting the relative value of any different  components of
the Alternate Consideration.  If holders of Common Stock are given any choice as
to the securities, cash or property to be received in a Fundamental Transaction,
then the Holder  shall be given the same choice as to such  securities,  cash or
property  that it receives  upon any  exercise of this  Warrant  following  such
Fundamental  Transaction.  To the extent  necessary to effectuate  the foregoing
provisions, any successor to the Company or surviving entity in such Fundamental
Transaction  shall  issue  to the  Holder  a new  warrant  consistent  with  the
foregoing  provisions and evidencing the Holder's right to exercise such warrant


                                       7
<PAGE>

into  Alternate  Consideration.  The terms of any agreement  pursuant to which a
Fundamental  Transaction  is effected  shall  include  terms  requiring any such
successor or surviving entity to comply with the provisions of this Section 3(d)
and  insuring  that this  Warrant  (or any such  replacement  security)  will be
similarly  adjusted upon any subsequent  transaction  analogous to a Fundamental
Transaction.

            d) CALCULATIONS. All calculations under this Section 3 shall be made
to the nearest cent or the nearest  1/100th of a share,  as the case may be. For
purposes of this  Section 3, the number of shares of Common  Stock  deemed to be
issued  and  outstanding  as of a given  date  shall be the sum of the number of
shares  of  Common  Stock  (excluding   treasury  shares,  if  any)  issued  and
outstanding  at the  close of the  Trading  Day on or, if not  applicable,  most
recently preceding, such given date.

            e)  VOLUNTARY  ADJUSTMENT  BY  COMPANY.  The Company may at any time
during the term of this Warrant  reduce the then current  Exercise  Price to any
amount and for any period of time deemed  appropriate  by the Board of Directors
of the Company.

            f) NOTICE TO HOLDERS.

                        i. ADJUSTMENT TO EXERCISE  PRICE.  Whenever the Exercise
                  Price is  adjusted  pursuant  to this  Section 3, the  Company
                  shall  promptly mail to the Holder a notice  setting forth the
                  Exercise Price after such adjustment and setting forth a brief
                  statement of the facts requiring such adjustment.

                        ii.  NOTICE  TO ALLOW  EXERCISE  BY  HOLDER.  If (A) the
                  Company shall  declare a dividend (or any other  distribution)
                  on the Common  Stock;  (B) the Company shall declare a special
                  nonrecurring  cash  dividend on or a redemption  of the Common
                  Stock;  (C) the Company  shall  authorize  the granting to all
                  holders of the Common  Stock  rights or warrants to  subscribe
                  for or purchase any shares of capital stock of any class or of
                  any  rights;  (D)  the  approval  of any  stockholders  of the
                  Company   shall   be   required   in   connection   with   any
                  reclassification  of the Common Stock,  any  consolidation  or
                  merger to which the  Company is a party,  any sale or transfer
                  of all or substantially  all of the assets of the Company,  of
                  any  compulsory  share  exchange  whereby the Common  Stock is
                  converted  into other  securities,  cash or property;  (E) the
                  Company  shall   authorize   the   voluntary  or   involuntary
                  dissolution,  liquidation  or winding up of the affairs of the
                  Company;  then,  in each case,  the Company  shall cause to be
                  mailed to the Holder at its last  address  as it shall  appear
                  upon the Warrant Register  (defined below) of the Company,  at
                  least 20  calendar  days  prior to the  applicable  record  or
                  effective date hereinafter specified, a notice stating (x) the
                  record  date  established  for the  purpose of such  dividend,
                  distribution,  redemption,  rights or warrants, or if a record
                  is not to be taken,  the date as of which the  holders  of the
                  Common  Stock  of  record  to be  entitled  to such  dividend,
                  distributions,  redemption,  rights  or  warrants  are  to  be
                  determined  or  (y)  the  record  date  established  for  such
                  reclassification,  consolidation,  merger,  sale,  transfer or
                  share exchange is expected to become  effective or close,  and
                  the date as of which it is expected that holders of the Common


                                       8
<PAGE>

                  Stock of record shall be entitled to exchange  their shares of
                  the  Common  Stock  for  securities,  cash or  other  property
                  deliverable upon such reclassification, consolidation, merger,
                  sale, transfer or share exchange;  PROVIDED,  that the failure
                  to mail such  notice or any defect  therein or in the  mailing
                  thereof shall not affect the validity of the corporate  action
                  required to be specified in such notice. Subject to applicable
                  law, the Holder is entitled to exercise  this  Warrant  during
                  the 20-day period commencing on the date of such notice to the
                  effective   date  of  the  event   triggering   such   notice.
                  Notwithstanding  the  foregoing,  the  delivery  of the notice
                  described  in this  Section  3(f) is not intended to and shall
                  not bestow upon the Holder any voting rights  whatsoever  with
                  respect to outstanding unexercised Warrants.

            SECTION 4.  TRANSFER OF WARRANT.

            a)  TRANSFERABILITY.  Subject  to  compliance  with  any  applicable
securities  laws and the  conditions  set forth in Sections 5(a) and 4(d) hereof
and to the provisions of Section 4.1 of the Purchase Agreement, this Warrant and
all rights  hereunder are  transferable,  in whole or in part, upon surrender of
this Warrant at the  principal  office of the Company,  together  with a written
assignment  of this  Warrant  substantially  in the form  attached  hereto  duly
executed by the Holder or its agent or attorney and funds  sufficient to pay any
transfer  taxes payable upon the making of such  transfer.  Upon such  surrender
and, if required,  such  payment,  the Company  shall  execute and deliver a new
Warrant  or  Warrants  in the  name  of the  assignee  or  assignees  and in the
denomination or  denominations  specified in such instrument of assignment,  and
shall issue to the assignor a new Warrant  evidencing  the  portion,  if any, of
this Warrant not so assigned,  and this Warrant shall  promptly be cancelled.  A
Warrant, if properly assigned, may be exercised by a new holder for the purchase
of Warrant Shares without having a new Warrant issued.

            b) NEW WARRANTS.  This Warrant may be divided or combined with other
Warrants  upon  presentation  hereof at the  aforesaid  office  of the  Company,
together with a written notice  specifying the names and  denominations in which
new  Warrants  are to be issued,  signed by the Holder or its agent or attorney.
Subject  to  compliance  with  Section  4(a),  as to any  transfer  which may be
involved in such division or combination,  the Company shall execute and deliver
a new Warrant or Warrants in exchange  for the Warrant or Warrants to be divided
or combined in accordance with such notice.

            c) WARRANT REGISTER.  The Company shall register this Warrant,  upon
records  to be  maintained  by  the  Company  for  that  purpose  (the  "WARRANT
REGISTER"),  in the name of the  record  Holder  hereof  from time to time.  The
Company may deem and treat the registered Holder of this Warrant as the absolute
owner hereof for the purpose of any exercise  hereof or any  distribution to the
Holder, and for all other purposes, absent actual notice to the contrary.

            d) TRANSFER  RESTRICTIONS.  If, at the time of the surrender of this
Warrant in connection  with any transfer of this  Warrant,  the transfer of this
Warrant shall not be registered pursuant to an effective  registration statement
under the Securities Act and under applicable state securities or blue sky laws,


                                       9
<PAGE>

the Company may require,  as a condition of allowing  such transfer (i) that the
transferor or transferee  of this  Warrant,  as the case may be,  furnish to the
Company a written opinion of counsel (which opinion shall be in form,  substance
and scope customary for opinions of counsel in comparable  transactions)  to the
effect that such transfer may be made without  registration under the Securities
Act and  under  applicable  state  securities  or blue sky  laws,  (ii) that the
transferor or transferee execute and deliver to the Company an investment letter
in form and substance acceptable to the Company and (iii) that the transferee be
an "accredited investor" as defined in Rule 501(a)(1),  (a)(2),  (a)(3), (a)(7),
or (a)(8)  promulgated  under the  Securities  Act or a qualified  institutional
buyer as defined in Rule 144A(a) under the Securities Act.

            SECTION 5.  MISCELLANEOUS.

            a) TITLE TO WARRANT.  Prior to the  Termination  Date and subject to
compliance with applicable laws and Section 4 of this Warrant,  this Warrant and
all rights  hereunder  are  transferable,  in whole or in part, at the office or
agency of the  Company by the Holder in person or by duly  authorized  attorney,
upon surrender of this Warrant  together with the Assignment Form annexed hereto
properly  endorsed  and the legal  opinion  required  under  Section  4(d).  The
transferee  shall sign an  investment  letter in form and  substance  reasonably
satisfactory to the Company.

            b) NO RIGHTS AS SHAREHOLDER  UNTIL  EXERCISE.  This Warrant does not
entitle the Holder to any voting rights or other rights as a shareholder  of the
Company prior to the exercise hereof. Upon the surrender of this Warrant and the
payment of the aggregate  Exercise  Price (or by means of a cashless  exercise),
the  Warrant  Shares  so  purchased  shall be and be deemed to be issued to such
Holder as the record  owner of such  shares as of the close of  business  on the
later of the date of such surrender and payment.

            c) LOSS,  THEFT,  DESTRUCTION OR MUTILATION OF WARRANT.  The Company
covenants that upon receipt by the Company of evidence  reasonably  satisfactory
to it of the loss, theft, destruction or mutilation of this Warrant or any stock
certificate  relating  to the  Warrant  Shares,  and in case of  loss,  theft or
destruction,  of indemnity or security reasonably  satisfactory to it (which, in
the case of the  Warrant,  shall not include the posting of any bond),  and upon
surrender and cancellation of such Warrant or stock  certificate,  if mutilated,
the Company  will make and deliver a new  Warrant or stock  certificate  of like
tenor  and  dated  as of such  cancellation,  in lieu of such  Warrant  or stock
certificate.

            d) SATURDAYS,  SUNDAYS,  HOLIDAYS, ETC. If the last or appointed day
for the taking of any action or the  expiration of any right required or granted
herein shall be a Saturday,  Sunday or a legal holiday,  then such action may be
taken or such right may be exercised on the next  succeeding day not a Saturday,
Sunday or legal holiday.

            e) AUTHORIZED SHARES.

                  The  Company  covenants  that during the period the Warrant is
            outstanding, it will reserve from its authorized and unissued Common


                                       10
<PAGE>

            Stock a  sufficient  number of shares to provide for the issuance of
            the Warrant  Shares upon the exercise of any  purchase  rights under
            this Warrant.  The Company  further  covenants  that its issuance of
            this Warrant shall constitute full authority to its officers who are
            charged with the duty of executing stock certificates to execute and
            issue the  necessary  certificates  for the Warrant  Shares upon the
            exercise of the purchase rights under this Warrant. The Company will
            take all such  reasonable  action as may be necessary to assure that
            such  Warrant  Shares  may be  issued  as  provided  herein  without
            violation  of  any  applicable   law  or   regulation,   or  of  any
            requirements  of the Trading  Market upon which the Common Stock may
            be listed.

                  Except  and to the  extent as waived  or  consented  to by the
            Holder,  the  Company  shall not by any action,  including,  without
            limitation, amending its certificate of incorporation or through any
            reorganization,   transfer   of   assets,   consolidation,   merger,
            dissolution,  issue or sale of  securities  or any  other  voluntary
            action,  avoid or seek to avoid the observance or performance of any
            of the terms of this  Warrant,  but will at all times in good  faith
            assist in the  carrying  out of all such  terms and in the taking of
            all such actions as may be necessary or  appropriate  to protect the
            rights of Holder as set forth in this  Warrant  against  impairment.
            Without  limiting the generality of the foregoing,  the Company will
            (a) not  increase  the par  value of any  Warrant  Shares  above the
            amount payable therefor upon such exercise immediately prior to such
            increase in par value,  (b) take all such action as may be necessary
            or  appropriate  in order that the  Company  may validly and legally
            issue fully paid and nonassessable  Warrant Shares upon the exercise
            of this  Warrant,  and (c) use  commercially  reasonable  efforts to
            obtain all such  authorizations,  exemptions  or  consents  from any
            public  regulatory  body  having  jurisdiction  thereof  as  may  be
            necessary  to enable the  Company to perform its  obligations  under
            this Warrant.

                  Before  taking any action which would result in an  adjustment
            in  the  number  of  Warrant   Shares  for  which  this  Warrant  is
            exercisable or in the Exercise  Price,  the Company shall obtain all
            such  authorizations or exemptions  thereof, or consents thereto, as
            may be necessary  from any public  regulatory  body or bodies having
            jurisdiction thereof.

            f)  JURISDICTION.   All  questions   concerning  the   construction,
validity,  enforcement and interpretation of this Warrant shall be determined in
accordance  with  the  governing  law  provisions  set  forth  in  the  Purchase
Agreement.

            g)  RESTRICTIONS.  The Holder  acknowledges  that the Warrant Shares
acquired  upon the  exercise  of this  Warrant,  if not  registered,  will  have
restrictions  upon resale imposed by state and federal  securities laws and will
contain a restrictive legend substantially in the following form:



                                       11
<PAGE>

            THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
            UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
            SECURITIES LAW,

            AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT
            TO AN EFFECTIVE REGISTRATION THEREOF OR A VALID EXEMPTION THEREFROM

            h)  NONWAIVER  AND  EXPENSES.  No course of  dealing or any delay or
failure to exercise any right hereunder on the part of Holder shall operate as a
waiver of such right or otherwise prejudice Holder's rights, powers or remedies,
notwithstanding  the fact that all rights hereunder terminate on the Termination
Date. If the Company  willfully and knowingly fails to comply with any provision
of this  Warrant,  which  results in any  material  damages to the  Holder,  the
Company  shall pay to Holder such  amounts as shall be  sufficient  to cover any
costs and expenses  including,  but not limited to, reasonable  attorneys' fees,
including those of appellate  proceedings,  incurred by Holder in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its rights,  powers
or remedies hereunder.

            i) NOTICES.  Unless  otherwise  specifically  set forth herein,  any
notice, request or other document required or permitted to be given or delivered
to the Holder by the Company  shall be delivered in  accordance  with the notice
provisions of the Purchase Agreement.

            j) LIMITATION OF LIABILITY.  No provision  hereof, in the absence of
any  affirmative  action by Holder to exercise this Warrant or purchase  Warrant
Shares, and no enumeration  herein of the rights or privileges of Holder,  shall
give rise to any liability of Holder for the purchase  price of any Common Stock
or as a stockholder  of the Company,  whether such  liability is asserted by the
Company or by creditors of the Company.

            k) REMEDIES.  Holder,  in addition to being entitled to exercise all
rights  granted by law,  including  recovery  of  damages,  will be  entitled to
specific  performance of its rights under this Warrant.  The Company agrees that
monetary  damages  would not be adequate  compensation  for any loss incurred by
reason of a breach by it of the  provisions of this Warrant and hereby agrees to
waive the defense in any action for  specific  performance  that a remedy at law
would be adequate.

            l) SUCCESSORS AND ASSIGNS.  Subject to applicable  securities  laws,
this Warrant and the rights and obligations  evidenced hereby shall inure to the
benefit of and be binding upon the  successors of the Company and the successors
and permitted assigns of Holder.  The provisions of this Warrant are intended to
be for the benefit of all Holders from time to time of this Warrant and shall be
enforceable by any such Holder.

            m)  AMENDMENT.  This  Warrant may only be modified or amended or the
provisions hereof waived with the written consent of the Company and the Holder.



                                       12
<PAGE>

            n) SEVERABILITY.  Wherever possible,  each provision of this Warrant
shall  be  interpreted  in  such  manner  as to be  effective  and  valid  under
applicable  law, but if any  provision of this Warrant shall be prohibited by or
invalid under  applicable law, such provision shall be ineffective to the extent
of such  prohibition or invalidity,  without  invalidating the remainder of such
provisions or the remaining provisions of this Warrant.

            o)  HEADINGS.  The  headings  used  in  this  Warrant  are  for  the
convenience of reference  only and shall not, for any purpose,  be deemed a part
of this Warrant.

                                    ********************




                                       13
<PAGE>




            IN  WITNESS  WHEREOF,  the  Company  has caused  this  Warrant to be
executed by its officer thereunto duly authorized.

Dated:  February __, 2005

                                    ACCESS INTEGRATED TECHNOLOGIES, INC.



                                    By:
                                       --------------------------------------
                                       Name:
                                       Title:



                                       14
<PAGE>



                               NOTICE OF EXERCISE

To:   ACCESS INTEGRATED TECHNOLOGIES, INC.

            (1) The  undersigned  hereby  elects to  purchase            Warrant
Shares of the Company  pursuant to the terms of the  attached  Warrant  (only if
exercised in full),  and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

            (2) Payment shall take the form of (check applicable box):

                  [ ] in lawful money of the United States; or

                  [ ] the  cancellation  of such number of Warrant  Shares as is
                  necessary,  in  accordance  with  the  formula  set  forth  in
                  subsection  2(c), to exercise this Warrant with respect to the
                  maximum number of Warrant Shares  purchasable  pursuant to the
                  cashless exercise procedure set forth in subsection 2(c).

            (3) Please issue a certificate  or  certificates  representing  said
Warrant  Shares  in the  name of the  undersigned  or in such  other  name as is
specified below:

                  ------------------------------

The Warrant Shares shall be delivered to the following:

                  ------------------------------

                  ------------------------------

                  ------------------------------

            (4) ACCREDITED INVESTOR. The undersigned is an "accredited investor"
as defined in  Regulation D  promulgated  under the  Securities  Act of 1933, as
amended.

            (5)  By  delivery  of  this  Notice  of  Exercise,  the  undersigned
represents  and warrants to the Company that after giving effect to the exercise
evidenced  hereby,  the Holder will  beneficially  own no more than 4.99% of the
shares of Common Stock of the Company (as determined in accordance  with Section
2(d) hereof.

[SIGNATURE OF HOLDER]

Name of Investing Entity:
                         -------------------------------------------------------
SIGNATURE OF AUTHORIZED SIGNATORY OF INVESTING ENTITY:
                                                      --------------------------
Social Security or Tax ID#, if applicable:
                                          --------------------------------------
Name of Authorized Signatory:
                             ---------------------------------------------------
Title of Authorized Signatory:
                             ---------------------------------------------------
Date:
     ---------------------------------------------------------------------------




                                       15
<PAGE>

                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)


     FOR VALUE RECEIVED,  the foregoing Warrant and all rights evidenced thereby
are hereby assigned to

                                                 whose address is
------------------------------------------------


------------------------------------------------------------------


------------------------------------------------------------------

                                          Dated:
                                                -------------, -------


                  Holder's Signature: ---------------------------

                  Holder's Address:   ---------------------------

                                      ---------------------------



Signature Guaranteed:
                      -------------------------------------------------


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change whatsoever,  and must be guaranteed by a bank or trust company.  Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.



                                       16
<PAGE>
