                                                                    Exhibit 4.23

                          REGISTRATION RIGHTS AGREEMENT

      This Registration  Rights Agreement (this "AGREEMENT") is made and entered
into as of February 9, 2005,  among  Access  Integrated  Technologies,  Inc.,  a
Delaware corporation (the "COMPANY"),  and the purchasers signatory hereto (each
such purchaser is a "PURCHASER" and collectively, the "PURCHASERS").

      This  Agreement is made  pursuant to the  Securities  Purchase  Agreement,
dated as February 9, 2005 among the Company and the  Purchasers  (the  "PURCHASE
AGREEMENT").

      The Company and the Purchasers hereby agree as follows:

1.    DEFINITIONS

      CAPITALIZED  TERMS USED AND NOT OTHERWISE  DEFINED HEREIN THAT ARE DEFINED
IN THE PURCHASE  AGREEMENT  SHALL HAVE THE  MEANINGS  GIVEN TO SUCH TERMS IN THE
PURCHASE  AGREEMENT.  As used in this Agreement,  the following terms shall have
the following meanings:

            "ACQUISITION  REDEMPTION  WARRANTS" has the meaning ascribed to such
      term in the Debentures.

            "ADVICE" shall have the meaning set forth in Section 6(d).

            "EFFECTIVENESS   DATE"  means,  (a)  with  respect  to  the  initial
      Registration  Statement required to be filed hereunder,  the 90th calendar
      day following  the date hereof  (120th  calendar day in the event that the
      Commission  reviews and  provides  written  comments  to the  Registration
      Statement),  (b) with respect to any Registrable  Securities issuable upon
      exercise  of  the  Redemption   Warrants  and/or  Acquisition   Redemption
      Warrants,  the  90th  calendar  day  following  the  date  on  which  such
      Redemption Warrants and/or Acquisition Redemption Warrants, as applicable,
      are required to be issued  pursuant to the terms of the Debentures  (120th
      calendar day in the event that the Commission reviews and provides written
      comments  to the  Registration  Statement)  and (c)  with  respect  to any
      additional  Registration  Statements  which may be  required  pursuant  to
      Section  3(c),  the 90th  calendar  day  following  the date on which  the
      Company first knows, or reasonably should have known, that such additional
      Registration  Statement is required hereunder;  PROVIDED,  HOWEVER, in the
      event the  Company is  notified  by the  Commission  that one of the above
      Registration  Statements  will not be reviewed or is no longer  subject to
      further  review  and  comments,   the   Effectiveness   Date  as  to  such
      Registration  Statement  shall be the fifth Trading Day following the date
      on which the Company is so notified if such fifth  Trading  Date  precedes
      the applicable date required above.  Notwithstanding the foregoing, if any
      day  otherwise  designated  as an  "Effectiveness  Date"  pursuant to this
      definition falls on a day other than a Trading Day, the Effectiveness Date
      shall be deemed to be the next Trading Day.

            "EFFECTIVENESS  PERIOD"  shall have the meaning set forth in Section
      2(a).

            "EVENT" shall have the meaning set forth in Section 2(b).

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            "EVENT DATE" shall have the meaning set forth in Section 2(b).

            "FILING DATE" means, as the context requires, any of (a) the Initial
      Filing Date, (b) with respect to any Future Registrable  Securities (other
      than Interest Payment Shares), the 30th calendar day following the date on
      which the Redemption  Warrants and/or Acquisition  Redemption Warrants are
      required to be issued  pursuant to the  Debentures and (c) with respect to
      any additional  Registration  Statements which may be required pursuant to
      Section  3(c),  the 30th day following the date on which the Company first
      knows, or reasonably  should have known that such additional  Registration
      Statement is required hereunder. Notwithstanding the foregoing, if any day
      otherwise  designated as a "Filing Date" pursuant to this definition falls
      on a day other than a Trading  Day,  the Filing Date shall be deemed to be
      the next Trading Day.

            "FUTURE REGISTRABLE SECURITIES" means (i) all shares of Common Stock
      issuable upon the exercise of any Redemption  Warrants and any Acquisition
      Redemption  Warrants and (ii) Interest  Payment Shares,  together with any
      securities  issued or  issuable  upon any stock  split,  dividend or other
      distribution,  recapitalization  or  similar  event  with  respect  to the
      foregoing;  PROVIDED HOWEVER that Future Registrable  Securities shall not
      include those securities that (a) have been  effectively  registered under
      Section 5 of the Securities Act and disposed of pursuant to a registration
      statement or (b) have been  transferred  pursuant to Rule 144  promulgated
      under the  Securities Act or any successor rule or (c) have been issued to
      the Holder pursuant to an effective registration statement. As the context
      requires,  upon the issuance of any Redemption Warrants and/or Acquisition
      Redemption  Warrants  and/or  any  Interest  Payment  Shares,  the  Future
      Registrable  Securities  issued in  connection  with the  issuance of such
      Redemption Warrants and/or Acquisition Redemption Warrants and/or Interest
      Payment  Shares  shall  be  considered  "Registrable  Securities"  for the
      purposes of this Agreement.

            "HOLDER" or "HOLDERS"  means the holder or holders,  as the case may
      be, from time to time of Registrable Securities.

            "INDEMNIFIED  PARTY"  shall  have the  meaning  set forth in Section
      5(c).

            "INDEMNIFYING  PARTY"  shall have the  meaning  set forth in Section
      5(c).

            "INITIAL FILING DATE" means the 30th calendar day following the date
      hereof.  Notwithstanding the foregoing, if the day otherwise designated as
      the "Initial Filing Date" pursuant to this definition falls on a day other
      than a Trading Day, the Initial Filing Date shall be deemed to be the next
      Trading Day.

            "INTEREST PAYMENT SHARES" means all shares of Common Stock issued as
      payment of interest on the Debenture  (assuming all  permissible  interest
      payments  are made in shares of Common Stock and the  Debentures  are held
      until maturity).

            "LOSSES" shall have the meaning set forth in Section 5(a).

            "PLAN OF  DISTRIBUTION"  shall have the meaning set forth in Section
      2(a).

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<PAGE>

            "PROCEEDING"  means  an  action,   claim,  suit,   investigation  or
      proceeding  (including,  without  limitation,  an investigation or partial
      proceeding, such as a deposition), whether commenced or threatened.

            "PROSPECTUS"  means  the  prospectus   included  in  a  Registration
      Statement (including,  without limitation,  a prospectus that includes any
      information  previously  omitted  from a  prospectus  filed  as part of an
      effective  registration  statement in reliance upon Rule 430A  promulgated
      under the Securities  Act), as amended or  supplemented  by any prospectus
      supplement,  with  respect to the terms of the  offering of any portion of
      the Registrable  Securities covered by a Registration  Statement,  and all
      other   amendments   and   supplements   to  the   Prospectus,   including
      post-effective  amendments,  and all material incorporated by reference or
      deemed to be incorporated by reference in such Prospectus.

            "REDEMPTION  WARRANTS" has the meaning  ascribed to such term in the
      Debentures.

            "REGISTRABLE  SECURITIES"  means (i) (A) all of the shares of Common
      Stock  issuable  upon  conversion  in full of the  Debentures  and (B) all
      shares of Common Stock issuable upon exercise of the Warrants  (other than
      Future  Registrable  Securities,  except  as  otherwise  provided  in  the
      definition of Future Registrable  Securities),  (ii) any securities issued
      or  issuable  upon  any  stock  split,  dividend  or  other  distribution,
      recapitalization  or similar event with respect to the foregoing and (iii)
      any  additional  shares of Common Stock  issuable in  connection  with any
      anti-dilution  provisions in the Debentures (in each case,  without giving
      effect to any  limitations  on  conversion  set forth in the  Debentures);
      PROVIDED,  HOWEVER,  that  Registrable  Securities shall not include those
      securities that (a) have been  effectively  registered  under Section 5 of
      the Securities Act and disposed of pursuant to a registration statement or
      (b) have  been  transferred  pursuant  to Rule 144  promulgated  under the
      Securities Act or any successor rule.

            "REGISTRATION  STATEMENT" means any registration  statement required
      to  be  filed  hereunder  and  any  additional   registration   statements
      contemplated  by Section 3(c),  including  (in each case) the  Prospectus,
      amendments and supplements to such  registration  statement or Prospectus,
      including pre- and post-effective  amendments,  all exhibits thereto,  and
      all material  incorporated  by reference or deemed to be  incorporated  by
      reference in such registration statement.

            "RULE 415" means Rule 415 promulgated by the Commission  pursuant to
      the Securities  Act, as such Rule may be amended from time to time, or any
      similar rule or  regulation  hereafter  adopted by the  Commission  having
      substantially the same purpose and effect as such Rule.

            "RULE 424" means Rule 424 promulgated by the Commission  pursuant to
      the Securities  Act, as such Rule may be amended from time to time, or any
      similar rule or  regulation  hereafter  adopted by the  Commission  having
      substantially the same purpose and effect as such Rule.

            "SELLING SHAREHOLDER QUESTIONNAIRE" shall have the meaning set forth
      in Section 3(a).

2. SHELF REGISTRATION

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<PAGE>

     (a) On or prior to the Initial  Filing Date,  the Company shall prepare and
file with the Commission a shelf  Registration  Statement covering the resale of
125% of the Registrable  Securities (and any Future Registrable  Securities that
may be included in such Registration  Statement) for an offering to be made on a
continuous basis pursuant to Rule 415. Each such Registration Statement shall be
on Form S-3 (except if the Company is not then  eligible to register  for resale
the Registrable Securities on Form S-3, in which case such registration shall be
on another  appropriate  form in accordance  herewith) and shall contain (unless
otherwise  directed  by the  Holders  holding  a  majority  of  the  Registrable
Securities to be registered under the applicable Registration Statement) a "PLAN
OF DISTRIBUTION"  section  substantially in the form attached hereto as ANNEX A,
with such changes as are reasonably  required to respond to the  then-applicable
plan of distribution and to comply with then-applicable securities laws. Subject
to the  terms  of  this  Agreement,  the  Company  shall  use  its  commercially
reasonable efforts to cause each Registration Statement to be declared effective
under the Securities Act as promptly as possible after the filing  thereof,  but
in any  event  prior to the  applicable  Effectiveness  Date,  and shall use its
commercially reasonable efforts to keep such Registration Statement continuously
effective  under  the  Securities  Act  until  the  date  on  which  all  of the
Registrable Securities or Future Registrable Securities, as applicable,  covered
by such  Registration  Statement  have been sold or may be sold  without  volume
restrictions pursuant to Rule 144(k) or any rule of similar effect as determined
by the  counsel to the  Company  pursuant  to a written  opinion  letter to such
effect,  addressed  and  acceptable  to the  Company's  transfer  agent  and the
affected Holders (the  "EFFECTIVENESS  PERIOD").  The Company shall  immediately
notify the Holders  (which may be via  facsimile)  of the  effectiveness  of the
Registration  Statement  within the next Trading Day  following the day that the
Company receives notification of the effectiveness from the Commission.  Failure
to so notify the Holders  within one Trading Day of such  notification  shall be
deemed an "Event" under Section 2(b).

     (b) If: (i) a Registration Statement is not filed on or prior to its Filing
Date (if the  Company  files a  Registration  Statement  without  affording  the
Holders the opportunity to review and comment on the same as required by Section
3(a),  the Company  shall not be deemed to have  satisfied  this clause (i)), or
(ii) the Company fails to file with the Commission a request for acceleration in
accordance  with Rule 461  promulgated  under the  Securities  Act,  within five
Trading  Days of the date that the  Company is  notified  (orally or in writing,
whichever is earlier) by the Commission  that a Registration  Statement will not
be  "reviewed,"  or not  subject  to  further  review,  or  (iii)  prior  to its
Effectiveness  Date,  the Company  fails to file a  pre-effective  amendment and
otherwise  respond in writing to comments  made by the  Commission in respect of
such Registration  Statement within 10 Trading Days after the receipt of written
comments by or notice from the  Commission  that such  amendment  is required in
order  for a  Registration  Statement  to  be  declared  effective,  or  (iv)  a
Registration  Statement  filed or required to be filed hereunder is not declared
effective  by the  Commission  by its  Effectiveness  Date,  or  (v)  after  the
Effectiveness Date and during the Effectiveness Period, a Registration Statement
ceases for any reason to remain  continuously  effective  as to all  Registrable
Securities  for which it is  required  to be  effective  and the Holders are not
permitted  to  utilize  the  Prospectus   therein  to  resell  such  Registrable
Securities for 15  consecutive  Trading Days but no more than an aggregate of 25
Trading Days during any 12-month  period (which need not be consecutive  Trading
Days) (any such  failure or breach  being  referred  to as an  "EVENT",  and for
purposes  of clause  (i) or (iv) the date on which  such  Event  occurs,  or for
purposes  of clause  (ii) the date on which  such  five  Trading  Day  period is
exceeded,  or for  purposes  of clause  (iii) the date which such 10 Trading Day
period is  exceeded,  or for purposes of clause (v) the date on which such 15 or
25 Trading Day period,  as  applicable,  is exceeded being referred to as "EVENT
DATE"),

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<PAGE>

then,  as long  as such  Holder  shall  have  complied  with  their  obligations
hereunder,  in addition to any other  rights the Holders may have  hereunder  or
under applicable law, on each such Event Date and on each monthly anniversary of
each such  Event  Date  beginning  with the  first  monthly  anniversary  of the
applicable Event Date (if the applicable Event shall not have been cured by such
date) until the applicable  Event is cured (each a "LIQUIDATED  DAMAGES  PAYMENT
DATE"),  the  Company  shall pay to each  Holder an amount in cash,  as  partial
liquidated damages and not as a penalty, with respect to each Liquidated Damages
Payment  Date,  equal to (x) 1% of the  aggregate  purchase  price  paid by such
Holder pursuant to the Purchase  Agreement for any  Registrable  Securities then
held by such Holder  multiplied by (y) a fraction,  the numerator of which shall
be the number of total  calendar  days which have passed  since the  immediately
preceding  Liquidated Damages Payment Date and the denominator of which shall be
30 calendar  days.  If the Company fails to pay any partial  liquidated  damages
pursuant  to this  Section in full  within  seven  calendar  days after the date
payable,  the Company will pay interest thereon at a rate per annum equal to the
Late Fee rate (as defined in the  Debenture) (or such lesser maximum amount that
is permitted to be paid by applicable  law) to the Holder,  accruing  daily from
the date such partial  liquidated  damages are due until such amounts,  plus all
such interest thereon, are paid in full. The partial liquidated damages pursuant
to the terms hereof shall apply on a daily  pro-rata  basis for any portion of a
month prior to the cure of an Event.

3. REGISTRATION PROCEDURES

      In connection with the Company's registration  obligations hereunder,  the
Company shall:

     (a)  Not  less  than  five  Trading  Days  prior  to  the  filing  of  each
Registration  Statement or any related Prospectus or any amendment or supplement
thereto  (including  any  document  that would be  incorporated  or deemed to be
incorporated  therein by  reference),  the  Company  shall,  (i) furnish to each
Holder  copies  (which may be delivered via e-mail or facsimile) of the "Selling
Stockholders" and "Plan of Distribution"  sections of the Registration Statement
proposed to be filed,  which documents (other than those  incorporated or deemed
to be  incorporated by reference) will be subject to the review of such Holders,
and (ii) cause its officers and  directors,  counsel and  independent  certified
public  accountants to respond to such  inquiries as shall be necessary,  in the
reasonable opinion of respective  counsel to conduct a reasonable  investigation
within  the  meaning  of the  Securities  Act.  The  Company  shall not file the
Registration  Statement or any such  Prospectus or any amendments or supplements
thereto to which the Holders  holding a majority of the  Registrable  Securities
proposed to be registered  under such  Registration  Statement shall  reasonably
object in good faith,  provided  that, the Company is notified of such objection
in writing no later than 3 Trading Days after the Holders have been so furnished
copies (which may be delivered via email or facsimile) of such  documents.  Each
Holder  agrees to furnish to the Company a completed  Questionnaire  in the form
attached to this  Agreement as Annex B (a "SELLING  SHAREHOLDER  QUESTIONNAIRE")
not less than two  Trading  Days prior to the  Filing  Date or by the end of the
third  Trading  Day  following  the date on which  such  Holder  receives  draft
materials in accordance with this Section.

     (b) (i) Prepare and file with the  Commission  such  amendments,  including
post-effective  amendments,  to a Registration Statement and the Prospectus used
in  connection  therewith as may be necessary to keep a  Registration  Statement
continuously  effective  as to the  applicable  Registrable  Securities  for the
Effectiveness  Period and prepare and file with the Commission  such  additional
Registration Statements in order to register for resale under the Securities Act
all of the Registrable

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<PAGE>

Securities;  (ii) cause the related  Prospectus to be amended or supplemented by
any required Prospectus supplement (subject to the terms of this Agreement), and
as so supplemented or amended to be filed pursuant to Rule 424; (iii) respond as
promptly as reasonably  possible to any comments  received  from the  Commission
with  respect  to a  Registration  Statement  or any  amendment  thereto  and as
promptly as  reasonably  possible  provide the Holders true and complete  copies
(which  may be  delivered  via  email  or  facsimile)  of all  material  written
correspondence from and to the Commission relating to a Registration  Statement;
and (iv) comply in all material  respects with the  provisions of the Securities
Act and the  Exchange  Act with respect to the  disposition  of all  Registrable
Securities  covered by a Registration  Statement during the applicable period in
accordance  with  (subject  to the terms of this  Agreement)  with the  intended
methods of  disposition  by the Holders  thereof set forth in such  Registration
Statement as so amended or in such Prospectus as so supplemented.

     (c)  If  during  the  Effectiveness   Period,  the  number  of  Registrable
Securities at any time exceeds 100% of the number of shares of Common Stock then
registered in a Registration  Statement,  then the Company shall file as soon as
reasonably  practicable but in any case prior to the applicable  Filing Date, an
additional Registration Statement covering the resale by the Holders of not less
than  125%  of  the  number  of  such  Registrable  Securities.  If  during  the
Effectiveness  Period, there are additional Future Registrable  Securities,  the
Company  shall file by the  applicable  Filing Date an  additional  Registration
Statement covering the resale by the Holders of not less than 100% of the number
of such additional  Future  Registrable  Securities and cause such  Registration
Statement to be effective prior to the applicable Effectiveness Date.

     (d) Notify the Holders of  Registrable  Securities to be sold (which notice
shall,  pursuant to clauses  (ii)  through (vi)  hereof,  be  accompanied  by an
instruction  to suspend the use of the  Prospectus  until the requisite  changes
have been made) as promptly as reasonably  possible  (and, in the case of (i)(A)
below,  not less than five Trading Days prior to such filing) and (if  requested
by any such Person) confirm such notice in writing no later than one Trading Day
following  the day (i)(A) when a  Prospectus  or any  Prospectus  supplement  or
post-effective  amendment to a  Registration  Statement is proposed to be filed;
(B) when the Commission notifies the Company whether there will be a "review" of
such Registration  Statement and whenever the Commission  comments in writing on
such Registration  Statement (the Company shall provide true and complete copies
(which  may be  delivered  via  e-mail or  facsimile)  thereof  and all  written
responses  thereto  to  each  of  the  Holders);  and  (C)  with  respect  to  a
Registration Statement or any post-effective amendment, when the same has become
effective;  (ii) of any request by the  Commission or any other Federal or state
governmental authority for amendments or supplements to a Registration Statement
or  Prospectus  or for  additional  information;  (iii) of the  issuance  by the
Commission  or any other  federal or state  governmental  authority  of any stop
order suspending the effectiveness of a Registration  Statement  covering any or
all of the Registrable  Securities or the initiation of any Proceedings for that
purpose;  (iv) of the receipt by the Company of any notification with respect to
the suspension of the  qualification  or exemption from  qualification of any of
the Registrable  Securities for sale in any  jurisdiction,  or the initiation or
threatening  of any  Proceeding  for such purpose;  (v) of the occurrence of any
event or passage  of time that  makes the  financial  statements  included  in a
Registration Statement ineligible for inclusion therein or any statement made in
a Registration Statement or Prospectus or any document incorporated or deemed to
be  incorporated  therein by reference  untrue in any  material  respect or that
requires  any  revisions  to  a  Registration  Statement,  Prospectus  or  other
documents so that, in the case of a Registration Statement or the Prospectus, as
the case may be, it will not contain any untrue  statement of a material fact or
omit to

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state any material fact  required to be stated  therein or necessary to make the
statements  therein,  in light of the circumstances  under which they were made,
not  misleading;  and (vi) the occurrence or existence of any pending  corporate
development  with  respect  to the  Company  that the  Company  believes  may be
material and that,  in the  determination  of the Company  (which  determination
shall be conclusive  if made by the Company in good faith),  makes it not in the
best interest of the Company to allow continued availability of the Registration
Statement or  Prospectus;  provided that any and all of such  information  shall
remain  confidential  to each Holder until such  information  otherwise  becomes
public,  unless  disclosure by a Holder is required by law;  PROVIDED,  FURTHER,
notwithstanding  each Holder's agreement to keep such information  confidential,
the Holders  make no  acknowledgement  that any such  information  is  material,
non-public information.

     (e) Use its commercially  reasonable  efforts to avoid the issuance of, or,
if issued,  obtain the withdrawal of (i) any order suspending the  effectiveness
of a Registration  Statement,  or (ii) any suspension of the  qualification  (or
exemption from  qualification) of any of the Registrable  Securities for sale in
any jurisdiction, at the earliest practicable moment.

     (f)  Furnish  to each  Holder  (upon the  request of such  Holder,  without
charge,  which may be delivered via email or facsimile),  at least one conformed
copy of each such Registration  Statement and each amendment thereto,  including
financial statements and schedules,  all documents  incorporated or deemed to be
incorporated  therein by reference to the extent  requested by such Person,  and
all exhibits to the extent requested by such Person  (including those previously
furnished  or  incorporated  by  reference)  promptly  after the  filing of such
documents with the Commission.

     (g)  Promptly  deliver to each  Holder  (upon the  request of such  Holder,
without charge,  which may be delivered via email or facsimile),  as many copies
of the Prospectus or  Prospectuses  (including each form of prospectus) and each
amendment  or  supplement  thereto as such  Persons  may  reasonably  request in
connection with resales by the Holder of Registrable Securities.  Subject to the
terms  of  this  Agreement,  the  Company  hereby  consents  to the  use of such
Prospectus  and each  amendment  or  supplement  thereto by each of the  selling
Holders in connection with the offering and sale of the  Registrable  Securities
covered by such Prospectus and any amendment or supplement thereto, except after
the giving on any notice pursuant to Section 3(d).

     (h) If NASDR Rule 2710 requires any broker-dealer to make a filing prior to
executing  a sale by a  Holder,  make an  Issuer  Filing  with the  NASDR,  Inc.
Corporate  Financing  Department  pursuant to NASDR Rule  2710(b)(10)(A)(i)  and
respond  within  five  Trading  Days to any  comments  received  from  NASDR  in
connection therewith, and pay the filing fee required in connection therewith.

     (i) Prior to any  resale of  Registrable  Securities  by a Holder,  use its
commercially  reasonable  efforts to register or qualify or  cooperate  with the
selling  Holders  in  connection  with the  registration  or  qualification  (or
exemption  from  such   registration  or   qualification)  of  such  Registrable
Securities for the resale by the Holder under the securities or Blue Sky laws of
such jurisdictions within the United States as any Holder reasonably requests in
writing,  to keep each  registration or qualification  (or exemption  therefrom)
effective  during the  Effectiveness  Period and to do any and all other acts or
things reasonably  necessary to enable the disposition in such  jurisdictions of
the Registrable  Securities  covered by each Registration  Statement;  provided,
that the Company  shall not be required to qualify  generally  to do business in
any jurisdiction where it is not

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<PAGE>

then  so  qualified,  subject  the  Company  to any  material  tax  in any  such
jurisdiction  where it is not  then so  subject  or file a  general  consent  to
service of process in any such jurisdiction.

     (j) If requested by the Holders,  cooperate  with the Holders to facilitate
the timely  preparation  and delivery of certificates  representing  Registrable
Securities to be delivered to a transferee pursuant to a Registration Statement,
which  certificates  shall be free,  to the  extent  permitted  by the  Purchase
Agreement, of all restrictive legends, and to enable such Registrable Securities
to be in such denominations and registered in such names as any such Holders may
request.

     (k) Upon the occurrence of any event contemplated by Section 3(d)(ii)-(vi),
as promptly as reasonably  possible under the circumstances  taking into account
the Company's good faith  assessment of any adverse  consequences to the Company
and its  stockholders  of the  premature  disclosure  of such  event,  prepare a
supplement or amendment, including a post-effective amendment, to a Registration
Statement or a supplement to the related Prospectus or any document incorporated
or deemed to be incorporated  therein by reference,  and file any other required
document so that, as thereafter delivered,  neither a Registration Statement nor
such Prospectus  will contain an untrue  statement of a material fact or omit to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.  If the Company  notifies the Holders in accordance with clauses
(ii)  through  (vi) of Section  3(d) above to suspend the use of any  Prospectus
until the requisite  changes to such Prospectus have been made, then the Holders
shall  suspend use of such  Prospectus.  The Company  will use its  commercially
reasonable  efforts to ensure that the use of the  Prospectus  may be resumed as
promptly as is practicable.  The Company shall be entitled to exercise its right
under this Section 3(k) to suspend the availability of a Registration  Statement
and Prospectus, subject to the payment of partial liquidated damages pursuant to
Section 2(b),  for a period not to exceed 60 days (which need not be consecutive
days) in any 12 month period.

     (l) Comply with all  applicable  rules and  regulations  of the  Commission
until the end of the Effectiveness Period.

     (m) The Company may require each  selling  Holder,  and each Holder  hereby
agrees,  to furnish to the  Company a  certified  statement  as to the number of
Registrable Securities beneficially owned by such Holder and, if required by the
Commission,  the  Person  who has  voting  and  dispositive  control  over  such
Registrable  Securities.  During any periods  that the Company is unable to meet
its  obligations  hereunder with respect to the  registration of the Registrable
Securities  solely because any Holder fails to furnish such  information  within
three Trading Days of the Company's  request,  any  liquidated  damages that are
accruing  at such time as to such Holder only shall be tolled and any Event that
may otherwise  occur solely  because of such delay shall be suspended as to such
Holder only,  until such information is delivered to the Company and such Holder
shall be responsible  for any  additional  reasonable  expenses  incurred by the
Company of said failure or delay.

4. REGISTRATION  EXPENSES.  All fees and expenses incident to the performance of
or compliance  with this  Agreement by the Company shall be borne by the Company
whether or not any Registrable  Securities are sold pursuant to the Registration
Statement.  The fees and expenses  referred to in the foregoing  sentence  shall
include,  without  limitation,  (i) all registration and filing fees (including,
without limitation, fees and expenses (A) with respect to filings required to be
made with the

                                       8
<PAGE>

Trading  Market on which the Common  Stock is then  listed for  trading,  (B) in
compliance with applicable state  securities or Blue Sky laws reasonably  agreed
to  by  the  Company  in  writing  (including,   without  limitation,  fees  and
disbursements   of  counsel  for  the  Company  in  connection   with  Blue  Sky
qualifications or exemptions of the Registrable  Securities and determination of
the eligibility of the Registrable  Securities for investment  under the laws of
such  jurisdictions  as requested by the Holders) and (C) if not previously paid
by the Company in connection  with an Issuer Filing,  with respect to any filing
that may be required to be made by any broker  through which a Holder intends to
make sales of Registrable Securities with NASD Regulation,  Inc. pursuant to the
NASD Rule 2710,  so long as the  broker is  receiving  no more than a  customary
brokerage  commission  in  connection  with such sale,  (ii)  printing  expenses
(including,   without   limitation,   expenses  of  printing   certificates  for
Registrable   Securities  and  of  printing  prospectuses  if  the  printing  of
prospectuses  is  reasonably  requested  by the  Holders  of a  majority  of the
Registrable Securities included in a Registration  Statement),  (iii) messenger,
telephone and delivery expenses,  (iv) fees and disbursements of counsel for the
Company, (v) Securities Act liability insurance,  if the Company so desires such
insurance,  and (vi) fees and  expenses  of all other  Persons  retained  by the
Company in connection with the consummation of the transactions  contemplated by
this  Agreement.  In addition,  the Company shall be responsible  for all of its
internal   expenses   incurred  in  connection  with  the  consummation  of  the
transactions contemplated by this Agreement (including,  without limitation, all
salaries  and  expenses  of its  officers  and  employees  performing  legal  or
accounting  duties),  the expense of any annual  audit and the fees and expenses
incurred in  connection  with the listing of the  Registrable  Securities on any
securities  exchange  as  required  hereunder.  In no event shall the Company be
responsible  for any  broker or  similar  commissions  or,  except to the extent
provided for in the Transaction Documents,  any legal fees or other costs of the
Holders.

5. INDEMNIFICATION

     (a) INDEMNIFICATION BY THE COMPANY. The Company shall,  notwithstanding any
termination  of this  Agreement,  indemnify and hold  harmless each Holder,  the
officers,  directors, agents, investment advisors and employees of each of them,
each Person who  controls  any such Holder  (within the meaning of Section 15 of
the  Securities  Act or  Section  20 of the  Exchange  Act)  and  the  officers,
directors,  agents and employees of each such controlling Person, to the fullest
extent permitted by applicable law, from and against any and all losses, claims,
damages,   liabilities,   costs  (including,   without  limitation,   reasonable
attorneys' fees) and expenses (collectively, "LOSSES"), as incurred, arising out
of or  relating to any untrue or alleged  untrue  statement  of a material  fact
contained in a Registration Statement,  any Prospectus or any form of prospectus
or in any amendment or supplement thereto or in any preliminary  prospectus,  or
arising  out of or relating  to any  omission or alleged  omission of a material
fact required to be stated therein or necessary to make the  statements  therein
(in the case of any Prospectus or form of prospectus or supplement  thereto,  in
light of the circumstances under which they were made) not misleading, except to
the extent, but only to the extent, that (i) such untrue statements or omissions
are based solely upon information  regarding such Holder furnished in writing to
the Company by such Holder expressly for use therein, or to the extent that such
information  relates  to  such  Holder  or  such  Holder's  proposed  method  of
distribution of Registrable  Securities and was reviewed and expressly  approved
in writing by such Holder  expressly for use in a Registration  Statement,  such
Prospectus or such form of Prospectus or in any amendment or supplement  thereto
(it being  understood  that the  Holder  has  approved  Annex A hereto  for this
purpose) or (ii) in the case of an occurrence of an event of the type  specified
in Section  3(d)(ii)-(vi),  the use by such Holder of an  outdated or  defective
Prospectus

                                       9
<PAGE>

after the Company has  notified  such Holder in writing that the  Prospectus  is
outdated  or  defective  and prior to the  receipt by such  Holder of the Advice
contemplated  in Section 6(d). The Company shall notify the Holders  promptly of
the  institution,  threat or  assertion  of any  Proceeding  arising  from or in
connection  with the  transactions  contemplated  by this Agreement of which the
Company is aware.

     (b)  INDEMNIFICATION  BY HOLDERS.  Each  Holder  shall,  severally  and not
jointly,  indemnify  and hold  harmless  each other  Holder,  the  Company,  its
directors,  officers, agents and employees, each Person who controls the Company
(within  the meaning of Section 15 of the  Securities  Act and Section 20 of the
Exchange  Act),  and  the  directors,  officers,  agents  or  employees  of such
controlling Persons, to the fullest extent permitted by applicable law, from and
against all Losses,  as incurred,  to the extent  arising out of or based solely
upon:  (x)  such  Holder's  failure  to  comply  with  the  prospectus  delivery
requirements of the Securities Act or (y) any untrue or alleged untrue statement
of a material fact contained in any Registration Statement,  any Prospectus,  or
any form of  prospectus,  or in any  amendment or  supplement  thereto or in any
preliminary prospectus, or arising out of or relating to any omission or alleged
omission of a material fact  required to be stated  therein or necessary to make
the statements therein not misleading (i) to the extent, but only to the extent,
that such untrue  statement  or  omission is  contained  in any  information  so
furnished in writing by such Holder to the Company specifically for inclusion in
such  Registration  Statement or such  Prospectus or (ii) to the extent that (1)
such untrue statements or omissions are based solely upon information  regarding
such Holder furnished in writing to the Company by such Holder expressly for use
therein,  or to the extent that such information  relates to such Holder or such
Holder's  proposed  method of  distribution  of  Registrable  Securities and was
reviewed and expressly  approved in writing by such Holder  expressly for use in
the  Registration  Statement (it being  understood  that the Holder has approved
Annex A hereto for this purpose),  such Prospectus or such form of Prospectus or
in any amendment or supplement thereto or (2) in the case of an occurrence of an
event of the type specified in Section 3(d)(ii)-(vi),  the use by such Holder of
an outdated or defective  Prospectus  after the Company has notified such Holder
in writing that the Prospectus is outdated or defective and prior to the receipt
by such Holder of the Advice contemplated in Section 6(d). In no event shall the
liability of any selling  Holder  hereunder be greater in amount than the dollar
amount  of the  net  proceeds  received  by such  Holder  upon  the  sale of the
Registrable Securities giving rise to such indemnification obligation.

     (c) CONDUCT OF  INDEMNIFICATION  PROCEEDINGS.  If any  Proceeding  shall be
brought or asserted  against  any Person  entitled to  indemnity  hereunder  (an
"INDEMNIFIED  PARTY"),  such Indemnified  Party shall promptly notify the Person
from whom  indemnity is sought (the  "INDEMNIFYING  PARTY") in writing,  and the
Indemnifying Party shall have the right to assume the defense thereof, including
the employment of counsel  reasonably  satisfactory to the Indemnified Party and
the  payment  of all fees and  expenses  incurred  in  connection  with  defense
thereof; provided, that the failure of any Indemnified Party to give such notice
shall not relieve  the  Indemnifying  Party of its  obligations  or  liabilities
pursuant  to this  Agreement,  except  (and only) to the extent that it shall be
finally determined by a court of competent  jurisdiction (which determination is
not subject to appeal or further review) that such failure shall have prejudiced
the Indemnifying Party.

     An Indemnified Party shall have the right to employ separate counsel in any
such  Proceeding  and to participate  in the defense  thereof,  but the fees and
expenses of such counsel shall be at the

                                       10
<PAGE>

expense of such Indemnified Party or Parties unless:  (1) the Indemnifying Party
has agreed in writing to pay such fees and expenses;  (2) the Indemnifying Party
shall have  failed  promptly  to assume the  defense of such  Proceeding  and to
employ counsel  reasonably  satisfactory to such  Indemnified  Party in any such
Proceeding;  or (3) the named  parties  to any such  Proceeding  (including  any
impleaded  parties)  include both such  Indemnified  Party and the  Indemnifying
Party, and such Indemnified  Party reasonably  believes that a material conflict
of  interest  is  likely to exist if the same  counsel  were to  represent  such
Indemnified Party and the Indemnifying Party (in which case, if such Indemnified
Party  notifies  the  Indemnifying  Party in  writing  that it  elects to employ
separate  counsel at the expense of the  Indemnifying  Party,  the  Indemnifying
Party shall not have the right to assume the defense  thereof and the reasonable
fees  and  expenses  of one  separate  counsel  shall be at the  expense  of the
Indemnifying  Party).  The  Indemnifying  Party  shall  not be  liable  for  any
settlement of any such Proceeding  effected without its written  consent,  which
consent shall not be unreasonably withheld. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party,  unless
such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.

      Subject to the terms of this  Agreement,  all reasonable fees and expenses
of the Indemnified  Party (including  reasonable fees and expenses to the extent
incurred in connection with investigating or preparing to defend such Proceeding
in a manner not inconsistent with this Section) shall be paid to the Indemnified
Party,  as incurred,  within ten Trading Days of written  notice  thereof to the
Indemnifying  Party;  provided,   that  the  Indemnified  Party  shall  promptly
reimburse  the  Indemnifying  Party for that  portion of such fees and  expenses
applicable to such actions for which such  Indemnified  Party is not entitled to
indemnification  hereunder,  determined  based upon the  relative  faults of the
parties.

     (d)  CONTRIBUTION.  If the  indemnification  under  Section 5(a) or 5(b) is
unavailable to an Indemnified Party or insufficient to hold an Indemnified Party
harmless for any Losses,  then each  Indemnifying  Party shall contribute to the
amount  paid or payable by such  Indemnified  Party,  in such  proportion  as is
appropriate  to  reflect  the  relative  fault  of the  Indemnifying  Party  and
Indemnified  Party in connection with the actions,  statements or omissions that
resulted in such Losses as well as any other relevant equitable  considerations.
The relative fault of such  Indemnifying  Party and  Indemnified  Party shall be
determined by reference to, among other things,  whether any action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information  supplied by, such Indemnifying  Party or Indemnified Party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such  action,  statement  or  omission.  The amount  paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the  limitations set forth in this  Agreement,  any reasonable  attorneys' or
other reasonable fees or expenses  incurred by such party in connection with any
Proceeding to the extent such party would have been indemnified for such fees or
expenses if the  indemnification  provided for in this Section was  available to
such party in accordance with its terms.

     The  parties  hereto  agree  that it  would  not be just and  equitable  if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be required
to

                                       11
<PAGE>

contribute,  in the  aggregate,  any amount in excess of the amount by which the
proceeds  actually  received  by such  Holder  from the sale of the  Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such
Holder has  otherwise  been  required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission, except in the case of fraud by
such Holder.

      The indemnity and contribution agreements contained in this Section are in
addition  to any  liability  that  the  Indemnifying  Parties  may  have  to the
Indemnified Parties.

6. Miscellaneous

     (a)  REMEDIES.  In the event of a breach by the Company or by a Holder,  of
any of their  obligations under this Agreement,  each Holder or the Company,  as
the case may be, in addition to being entitled to exercise all rights granted by
law and under this Agreement, including recovery of damages, will be entitled to
specific  performance of its rights under this  Agreement.  The Company and each
Holder agree that monetary damages would not provide  adequate  compensation for
any losses incurred by reason of a breach by it of any of the provisions of this
Agreement  and  hereby  further  agrees  that,  in the event of any  action  for
specific  performance in respect of such breach, it shall waive the defense that
a remedy at law would be adequate.

     (b) NO  PIGGYBACK  ON  REGISTRATIONS.  Except  as set  forth on  Disclosure
Schedule  3.1(v) of the Purchase  Agreement,  neither the Company nor any of its
security  holders (other than the Holders in such capacity  pursuant hereto) may
include  securities of the Company in any Registration  Statement other than the
Registrable Securities.

     (c) COMPLIANCE.  Each Holder  covenants and agrees that it will comply with
the prospectus  delivery  requirements of the Securities Act as applicable to it
in connection with sales of Registrable  Securities pursuant to the Registration
Statement.

     (d) DISCONTINUED DISPOSITION. Each Holder agrees by its acquisition of such
Registrable  Securities  that,  upon receipt of a notice from the Company of the
occurrence  of any event of the kind  described in Section  3(d)(ii)-(vi),  such
Holder will forthwith  discontinue  disposition of such  Registrable  Securities
under a Registration  Statement until such Holder's receipt of the copies of the
supplemented  Prospectus and/or amended Registration  Statement,  or until it is
advised in writing (the  "ADVICE") by the Company that the use of the applicable
Prospectus  may be resumed,  and, in either  case,  has  received  copies of any
additional  or  supplemental  filings  that are  incorporated  or  deemed  to be
incorporated  by reference in such  Prospectus or  Registration  Statement.  The
Company will use its commercially  reasonable  efforts to ensure that the use of
the Prospectus may be resumed as promptly as it practicable.  The Company agrees
and  acknowledges  that any  periods  during  which the  Holder is  required  to
discontinue  the disposition of the  Registrable  Securities  hereunder shall be
subject to the provisions of Section 2(b).

     (e)  PIGGY-BACK  REGISTRATIONS.  If at any time  during  the  Effectiveness
Period  there is not an  effective  Registration  Statement  covering all of the
Registrable  Securities and the Company shall determine to prepare and file with
the  Commission  a  registration  statement  relating to an offering for its own
account or the account of others under the  Securities  Act of any of its equity
securities,  other than on Form S-4 or Form S-8 (each as  promulgated  under the
Securities Act) or their then

                                       12
<PAGE>

equivalents relating to equity securities to be issued solely in connection with
any  acquisition  of any entity or  business  or equity  securities  issuable in
connection  with the stock  option or other  employee  benefit  plans,  then the
Company shall send to each Holder a written notice of such determination and, if
within  fifteen  days after the date of such  notice,  any such Holder  shall so
request in writing, the Company shall include in such registration statement all
or  any  part  of  such  Registrable  Securities  such  Holder  requests  to  be
registered,  subject to customary underwriter cutbacks applicable to all holders
of  registration  rights;  provided,  that, the Company shall not be required to
register  any  Registrable  Securities  pursuant to this  Section  6(e) that are
eligible for resale pursuant to Rule 144(k) promulgated under the Securities Act
or that are the subject of a then effective registration statement.

     (f) AMENDMENTS AND WAIVERS. The provisions of this Agreement, including the
provisions of this sentence, may not be amended,  modified or supplemented,  and
waivers or consents to departures  from the provisions  hereof may not be given,
unless the same shall be in writing  and signed by the  Company  and the Holders
holding 60% of Registrable  Securities.  Notwithstanding the foregoing, a waiver
or consent to depart from the  provisions  hereof with  respect to a matter that
relates  exclusively  to the rights of a Holders  and that does not  directly or
indirectly  affect the rights of other  Holders may be given by the Holder(s) of
all of the  Registrable  Securities  to which such  waiver or  consent  relates;
PROVIDED,  HOWEVER,  that the  provisions  of this  sentence may not be amended,
modified,  or  supplemented  except in  accordance  with the  provisions  of the
immediately preceding sentence.

     (g)  NOTICES.  Any and all notices or other  communications  or  deliveries
required or permitted to be provided  hereunder  shall be delivered as set forth
in the Purchase Agreement.

     (h)  SUCCESSORS AND ASSIGNS.  This Agreement  shall inure to the benefit of
and be binding upon the successors and permitted  assigns of each of the parties
and shall  inure to the benefit of each  Holder.  The Company may not assign its
rights or obligations  hereunder without the prior written consent of all of the
Holders of the then-outstanding  Registrable Securities.  Each Holder may assign
their respective  rights hereunder in the manner and to the Persons as permitted
under the Purchase Agreement.

     (i)  NO  INCONSISTENT  AGREEMENTS.  Neither  the  Company  nor  any  of its
subsidiaries has entered, as of the date hereof, nor shall the Company or any of
its subsidiaries,  during the period beginning on the date of this Agreement and
ending at the end of the  Effectiveness  Period,  enter into any agreement  with
respect to its  securities,  that would have the effect of impairing  the rights
granted to the Holders in this  Agreement or that  otherwise  conflicts with the
provisions hereof. Except as set forth on SCHEDULE 6(I), neither the Company nor
any of its subsidiaries has previously  entered into any agreement  granting any
registration  rights with  respect to any of its  securities  to any Person that
have not been satisfied in full.

     (j)  EXECUTION  AND  COUNTERPARTS.  This  Agreement  may be executed in any
number of counterparts,  each of which when so executed shall be deemed to be an
original  and, all of which taken  together  shall  constitute  one and the same
Agreement.   In  the  event  that  any   signature  is  delivered  by  facsimile
transmission,  such  signature  shall create a valid  binding  obligation of the
party  executing  (or on whose behalf such  signature is executed) the same with
the same  force and  effect as if such  facsimile  signature  were the  original
thereof.

                                       13
<PAGE>

     (k) GOVERNING  LAW. All questions  concerning the  construction,  validity,
enforcement  and  interpretation  of  this  Agreement  shall  be  determined  in
accordance  with  the  governing  law  provisions  set  forth  in  the  Purchase
Agreement.

     (l) CUMULATIVE  REMEDIES.  The remedies  provided herein are cumulative and
not exclusive of any remedies provided by law.

     (m) SEVERABILITY.  If any term, provision,  covenant or restriction of this
Agreement is held by a court of competent  jurisdiction to be invalid,  illegal,
void or  unenforceable,  the remainder of the terms,  provisions,  covenants and
restrictions set forth herein shall remain in full force and effect and shall in
no way be affected,  impaired or  invalidated,  and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means to
achieve the same or substantially  the same result as that  contemplated by such
term, provision,  covenant or restriction.  It is hereby stipulated and declared
to be the  intention of the parties that they would have  executed the remaining
terms, provisions, covenants and restrictions without including any of such that
may be hereafter declared invalid, illegal, void or unenforceable.

     (n)  HEADINGS.  The  headings  in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

     (o) INDEPENDENT NATURE OF HOLDERS'  OBLIGATIONS AND RIGHTS. The obligations
of each Holder  hereunder are several and not joint with the  obligations of any
other Holder  hereunder,  and no Holder shall be  responsible in any way for the
performance of the obligations of any other Holder hereunder.  Nothing contained
herein or in any other  agreement or document  delivered at any closing,  and no
action  taken by any  Holder  pursuant  hereto  or  thereto,  shall be deemed to
constitute the Holders as a partnership,  an association, a joint venture or any
other kind of entity,  or create a  presumption  that the Holders are in any way
acting  in  concert  with  respect  to  such  obligations  or  the  transactions
contemplated  by this  Agreement.  Each Holder  shall be entitled to protect and
enforce its rights,  including without limitation the rights arising out of this
Agreement, and it shall not be necessary for any other Holder to be joined as an
additional party in any Proceeding for such purpose.

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

                                       14
<PAGE>

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

                      ACCESS INTEGRATED TECHNOLOGIES, INC.



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



                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]









                                       15
<PAGE>

                     [SIGNATURE PAGE OF HOLDERS TO AIX RRA]

Name of Holder: __________________________
SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: __________________________
Name of Authorized Signatory: _________________________
Title of Authorized Signatory: __________________________
Facsimile Number: __________________________
Email Address: __________________________

                           [SIGNATURE PAGES CONTINUE]









                                       16
<PAGE>
                              PLAN OF DISTRIBUTION

      Each Selling Stockholder (collectively, the "SELLING STOCKHOLDERS") of the
Class A Common Stock ("COMMON STOCK") of Access Integrated Technologies, Inc., a
Delaware  corporation  (the "COMPANY") and any of their pledgees,  assignees and
successors-in-interest  may, from time to time,  sell any or all of its or their
shares of Common Stock on the Trading Market or any other stock exchange, market
or trading  facility on which the shares are traded or in private  transactions.
These sales may be at fixed or negotiated prices. A Selling  Stockholder may use
any one or more of the following methods when selling shares:

          o    ordinary  brokerage  transactions  and  transactions in which the
               broker-dealer solicits purchasers;

          o    block trades in which the broker-dealer  will attempt to sell the
               shares  as agent but may  position  and  resell a portion  of the
               block as principal to facilitate the transaction;

          o    purchases  by a  broker-dealer  as  principal  and  resale by the
               broker- dealer for its account;

          o    an  exchange  distribution  in  accordance  with the rules of the
               applicable exchange;

          o    privately negotiated transactions;

          o    settlement  of short  sales  entered  into after the date of this
               prospectus;

          o    broker-dealers may agree with the Selling  Stockholders to sell a
               specified number of such shares at a stipulated price per share;

          o    a combination of any such methods of sale;

          o    through the  writing or  settlement  of options or other  hedging
               transactions,  whether through an options  exchange or otherwise;
               or

          o    any other method permitted pursuant to applicable law.

      The Selling  Stockholders  may also sell  shares  under Rule 144 under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), if available,  rather
than under this prospectus.

      Broker-dealers  engaged by the Selling  Stockholders may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the Selling  Stockholders  (or, if any  broker-dealer  acts as
agent  for the  purchaser  of  shares,  from the  purchaser)  in  amounts  to be
negotiated,  but, except as set forth in a supplement to this Prospectus, in the
case of an agency transaction not in excess of a customary brokerage  commission
in compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.

                                       17
<PAGE>

      In connection with the sale of the Common Stock or interests therein,  the
Selling  Stockholders may enter into hedging transactions with broker-dealers or
other  financial  institutions,  which may in turn  engage in short sales of the
Common Stock in the course of hedging the  positions  they  assume.  The Selling
Stockholders  may also sell shares of the Common  Stock short and deliver  these
securities  to close out their  short  positions,  or loan or pledge  the Common
Stock to  broker-dealers  that in turn may sell these  securities.  The  Selling
Stockholders   may  also  enter   into   option  or  other   transactions   with
broker-dealers  or other  financial  institutions or the creation of one or more
derivative  securities which require the delivery to such broker-dealer or other
financial  institution of shares offered by this  prospectus,  which shares such
broker-dealer  or  other  financial  institution  may  resell  pursuant  to this
prospectus (as supplemented or amended to reflect such transaction).

      The  Selling  Stockholders  and any  broker~dealers  or  agents  that  are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker~dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions or discounts under the Securities Act. Each Selling  Stockholder has
informed  the  Company  that it does not have any written or oral  agreement  or
understanding,  directly or indirectly, with any person to distribute the Common
Stock. In no event shall any broker-dealer receive fees, commissions and markups
which, in the aggregate, would exceed eight percent (8%).

      The Company is required to pay certain fees and  expenses  incurred by the
Company  incident to the  registration of the shares.  The Company has agreed to
indemnify the Selling Stockholders against certain losses,  claims,  damages and
liabilities, including liabilities under the Securities Act.

      Because Selling Stockholders may be deemed to be "underwriters" within the
meaning of the Securities  Act, they will be subject to the prospectus  delivery
requirements of the Securities Act. In addition,  any securities covered by this
prospectus  which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather  than  under  this  prospectus.  Each  Selling
Stockholder  has advised the Company that it has not entered into any written or
oral   agreement,   understanding   or  arrangement   with  any  underwriter  or
broker-dealer  regarding the sale of the resale shares.  There is no underwriter
or coordinating broker acting in connection with the proposed sale of the resale
shares by the Selling Stockholders.

      The Company has agreed to keep this prospectus effective until the earlier
of (i) the date on which the  shares may be resold by the  Selling  Stockholders
without  registration and without regard to any volume  limitations  pursuant to
Rule 144(k) under the Securities Act or any other rule of similar effect or (ii)
all of the shares have been sold  pursuant to the  prospectus  or Rule 144 under
the Securities Act or any other rule of similar  effect.  The resale shares will
be sold only through registered or licensed brokers or dealers if required under
applicable  state securities  laws. In addition,  in certain states,  the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement is available and is complied with.

     Under applicable  rules and regulations  under the Exchange Act, any person
engaged in the distribution of the resale shares may not  simultaneously  engage
in market making activities with respect to the Common Stock for a period of two
business days prior to the commencement of the  distribution.  In addition,  the
Selling Stockholders will be subject to applicable provisions of the

                                       18
<PAGE>

Exchange Act and the rules and regulations  thereunder,  including Regulation M,
which may limit the timing of purchases  and sales of shares of the Common Stock
by the Selling  Stockholders  or any other  person.  We will make copies of this
prospectus  available to the Selling  Stockholders and have informed them of the
need to deliver a copy of this  prospectus to each  purchaser at or prior to the
time of the sale.









                                       19
<PAGE>
                                                                        ANNEX B

                      ACCESS INTEGRATED TECHNOLOGIES, INC.

                      SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

      The undersigned beneficial owner of Class A common stock, par value $0.001
per share (the  "COMMON  STOCK"),  of Access  Integrated  Technologies,  Inc., a
Delaware corporation (the "COMPANY"), (the "REGISTRABLE SECURITIES") understands
that the Company has filed or intends to file with the  Securities  and Exchange
Commission (the  "COMMISSION")  a registration  statement on Form S-3, or if the
Company is not then eligible to register for resale the  Registrable  Securities
on Form S-3,  in which case such  registration  shall be on another  appropriate
form in accordance with the  Registration  Rights  Agreement (the  "REGISTRATION
STATEMENT") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "SECURITIES  ACT"), of the Registrable  Securities,  in
accordance  with the terms of the  Registration  Rights  Agreement,  dated as of
February __, 2005 (the "REGISTRATION  RIGHTS AGREEMENT"),  among the Company and
the purchasers  named therein.  A copy of the  Registration  Rights Agreement is
available  from the Company  upon  request at the address set forth  below.  All
capitalized  terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.

      Certain   legal   consequences   arise  from  being  named  as  a  selling
securityholder  in  the  Registration  Statement  and  the  related  prospectus.
Accordingly, holders and beneficial owners of Registrable Securities are advised
to consult their own securities law counsel  regarding the consequences of being
named  or not  being  named  as a  selling  securityholder  in the  Registration
Statement and the related prospectus.

                                     NOTICE

      The  undersigned  beneficial  owner  (the  "SELLING   SECURITYHOLDER")  of
Registrable Securities hereby elects to include the Registrable Securities owned
by it and listed below in Item 3 (unless otherwise  specified under such Item 3)
in the Registration Statement.


                                       20
<PAGE>

      The undersigned  hereby provides the following  information to the Company
and represents and warrants that such information is accurate:

                                  QUESTIONNAIRE

1.    NAME.

          (a)  Full Legal Name of Selling Securityholder


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          (b)  Full  Legal  Name of  Registered  Holder  (if not the same as (a)
               above)  through  which  Registrable  Securities  Listed in Item 3
               below are held:

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

          (c)  Full Legal Name of Natural  Control Person (which means a natural
               person who directly or indirectly  alone or with others has power
               to  vote  or   dispose   of  the   securities   covered   by  the
               questionnaire):


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


2.    ADDRESS FOR NOTICES TO SELLING SECURITYHOLDER:


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

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

-------------------------------------------------------------------------------
Telephone:
          ----------------------------------------------------------------------
Fax:
    ----------------------------------------------------------------------------
Contact Person:
               -----------------------------------------------------------------

3.    BENEFICIAL OWNERSHIP OF REGISTRABLE SECURITIES:

          (a)  Type and Principal Amount of Registrable Securities  beneficially
               owned:

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

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

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

4.    BROKER-DEALER STATUS:

          (a)  Are you a broker-dealer?

                              Yes  |_|    No  |_|

                                       21
<PAGE>

          Note:If yes, the  Commission's  staff has indicated that you should be
               identified as an underwriter in the Registration Statement.

          (b)  Are you an affiliate of a broker-dealer?

                              Yes  |_|    No  |_|

          (c)  If you are an affiliate of a  broker-dealer,  do you certify that
               you bought the  Registrable  Securities in the ordinary course of
               business,  and at the  time of the  purchase  of the  Registrable
               Securities to be resold, you had no agreements or understandings,
               directly  or  indirectly,  with  any  person  to  distribute  the
               Registrable Securities?

                              Yes  |_|    No  |_|

          Note:If no, the  Commission's  staff has indicated  that you should be
               identified as an underwriter in the Registration Statement.

5.    BENEFICIAL  OWNERSHIP  OF OTHER  SECURITIES  OF THE  COMPANY  OWNED BY THE
      SELLING SECURITYHOLDER.

      EXCEPT  AS SET  FORTH  BELOW IN THIS  ITEM 5, THE  UNDERSIGNED  IS NOT THE
      BENEFICIAL OR REGISTERED OWNER OF ANY SECURITIES OF THE COMPANY OTHER THAN
      THE REGISTRABLE SECURITIES LISTED ABOVE IN ITEM 3.

          (a)  Type and  Amount of Other  Securities  beneficially  owned by the
               Selling Securityholder:


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

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


6.    RELATIONSHIPS WITH THE COMPANY:

      EXCEPT  AS  SET  FORTH  BELOW,  NEITHER  THE  UNDERSIGNED  NOR  ANY OF ITS
      AFFILIATES,  OFFICERS, DIRECTORS OR PRINCIPAL EQUITY HOLDERS (OWNERS OF 5%
      OF MORE OF THE EQUITY SECURITIES OF THE UNDERSIGNED) HAS HELD ANY POSITION
      OR OFFICE OR HAS HAD ANY OTHER MATERIAL  RELATIONSHIP WITH THE COMPANY (OR
      ITS PREDECESSORS OR AFFILIATES) DURING THE PAST THREE YEARS.

      State any exceptions here:

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

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

      The undersigned  agrees to promptly notify the Company of any inaccuracies
or changes in the information  provided herein that may occur  subsequent to the
date hereof at any time while the Registration Statement remains effective.

                                       22
<PAGE>

      By signing  below,  the  undersigned  consents  to the  disclosure  of the
information  contained  herein  in its  answers  to  Items 1  through  6 and the
inclusion of such  information  in the  Registration  Statement  and the related
prospectus  and  any  amendments  or  supplements   thereto.   The   undersigned
understands  that  such  information  will  be  relied  upon by the  Company  in
connection with the preparation or amendment of the  Registration  Statement and
the related prospectus.

      IN WITNESS WHEREOF the  undersigned,  by authority duly given,  has caused
this Notice and  Questionnaire  to be executed and delivered either in person or
by its duly authorized agent.

Dated:                           Beneficial Owner:
       --------------------                       -----------------------------

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

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED  NOTICE AND  QUESTIONNAIRE,  AND
RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:




                                       23
