                                                                    Exhibit 2.10


                          SECURITIES PURCHASE AGREEMENT

     This  Securities  Purchase  Agreement  (this  "AGREEMENT")  is  dated as of
July 19,   2005,  among  Access  Integrated   Technologies,   Inc.,  a  Delaware
corporation  (the  "COMPANY"),  and each  purchaser  identified on the signature
pages hereto (each,  including its  successors  and assigns,  a "PURCHASER"  and
collectively the "PURCHASERS").

     WHEREAS,  subject to the terms and  conditions  set forth in this Agreement
and pursuant to  Section 4(2)  of the  Securities  Act of 1933,  as amended (the
"Securities  Act") and Rule 506 promulgated  thereunder,  the Company desires to
issue and sell to each Purchaser, and each Purchaser, severally and not jointly,
desires to purchase  from the Company,  securities  of the Company as more fully
described in this Agreement.

     NOW, THEREFORE,  IN CONSIDERATION of the mutual covenants contained in this
Agreement,  and for  other  good and  valuable  consideration  the  receipt  and
adequacy of which are hereby acknowledged,  the Company and each Purchaser agree
as follows:

                                    ARTICLE I.
                                   DEFINITIONS

     1.1  DEFINITIONS.  In  addition  to the  terms  defined  elsewhere  in this
Agreement,  for all purposes of this  Agreement,  the  following  terms have the
meanings indicated in this Section 1.1:

     "Action" shall have the meaning ascribed to such term in Section 3.1(j).

     "Affiliate"  means any Person that,  directly or indirectly  through one or
more  intermediaries,  controls or is controlled  by or is under common  control
with a Person as such terms are used in and  construed  under Rule 144 under the
Securities  Act.  With respect to a Purchaser,  any  investment  fund or managed
account that is managed on a discretionary  basis by the same investment manager
as such Purchaser will be deemed to be an Affiliate of such Purchaser.

     "Closing"  means the  closing of the  purchase  and sale of the  Securities
pursuant to Section 2.1.

     "Closing Date" means the Trading Day when all of the Transaction  Documents
have been  executed and delivered by the  applicable  parties  thereto,  and all
conditions precedent to (i) the Purchasers'  obligations to pay the Subscription
Amount and (ii) the  Company's  obligations to deliver the Securities  have been
satisfied or waived.

     "Closing Price" means on any particular date (a) the last reported  closing
bid  price per share of Common  Stock on such  date on the  Trading  Market  (as
reported by Bloomberg  L.P. at 4:15 PM (New York  time)),  or (b) if there is no
such price on such date, then the closing bid price on the Trading Market on the
date  nearest  preceding  such date (as  reported by  Bloomberg  L.P. at 4:15 PM
(New York  time)),  (c) if the Common  Stock is not then listed or quoted on the
Trading  Market and if prices for the  Common  Stock are then  quoted on the OTC
Bulletin  Board,  the last  reported  closing sale price of the Common Stock for
such date (or the nearest  preceding date) on the OTC Bulletin Board, (d) if the
Common  Stock is not then  listed  or quoted  on the OTC  Bulletin  Board and if


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prices for the Common Stock are then reported in the "pink sheets"  published by
the National Quotation Bureau Incorporated (or a similar  organization or agency
succeeding to its functions of reporting prices),  the most recent bid price per
share of the Common Stock so reported,  or (e) if the shares of Common Stock are
not then  publicly  traded the fair market  value of a share of Common  Stock as
determined by an independent  appraiser selected in good faith by the Purchasers
of a  majority  in  interest  of the  Shares  then  outstanding  and  reasonably
acceptable to the Company.

     "Commission" means the Securities and Exchange Commission.

     "Common  Stock" means the Class A Common  Stock of the  Company,  par value
$0.001 per share,  and any other class of securities  into which such securities
may hereafter have been reclassified or changed into.

     "Common  Stock  Equivalents"  means any  securities  of the  Company or the
Subsidiaries  which  would  entitle  the  holder  thereof to acquire at any time
Common Stock, including,  without limitation, any debt, preferred stock, rights,
options,  warrants or other  instrument that is at any time  convertible into or
exercisable  or  exchangeable  for, or otherwise  entitles the holder thereof to
receive, Common Stock.

     "Company Counsel" means Kelley Drye & Warren LLP.

     "Disclosure  Schedules"  means  the  Disclosure  Schedules of  the  Company
delivered concurrently herewith.

     "Effective  Date"  means the date that the initial  Registration  Statement
filed by the Company  pursuant to the  Registration  Rights  Agreement  is first
declared effective by the Commission.

     "Evaluation  Date"  shall  have  the  meaning  ascribed  to  such  term  in
Section 3.1(r).

     "Exchange Act" means the Securities  Exchange Act of 1934, as amended,  and
the rules and regulations promulgated thereunder.

     "Exempt  Issuance"  means the  issuance of  (a) shares  of Common  Stock or
options to employees, officers or directors of the Company pursuant to any stock
or option  plan duly  adopted by a majority of the  non-employee  members of the
Board of Directors of the Company or a majority of the members of a committee of
non-employee  directors  established for such purpose,  (b) securities  upon the
exercise or exchange of or conversion of any Securities  issued hereunder and/or
securities  exercisable or exchangeable for or convertible into shares of Common
Stock issued and outstanding on the date of this  Agreement,  provided that such
securities  have not been amended  since the date of this  Agreement to increase
the  number  of  such  securities  or to  decrease  the  exercise,  exchange  or
conversion price of any such securities,  and (c) securities  issued pursuant to
acquisitions  or  strategic  transactions  approved  by a  majority  vote of the
non-employee  members  of the  Board of  Directors,  but  shall  not  include  a
transaction in which the Company is issuing securities primarily for the purpose
of raising  capital or to an entity  whose  primary  business  is  investing  in
securities.



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<PAGE>

     "GAAP" shall have the meaning ascribed to such term in Section 3.1(h).

     "Intellectual Property Rights" shall have the meaning ascribed to such term
in Section 3.1(o).

     "Legend  Removal  Date"  shall have the  meaning  ascribed  to such term in
Section 4.1(c).

     "Liens" means a lien,  charge,  security  interest,  encumbrance,  right of
first refusal, or preemptive right.

     "Material  Adverse Effect" shall have the meaning  assigned to such term in
Section 3.1(b).

     "Material  Permits"  shall  have  the  meaning  ascribed  to  such  term in
Section 3.1(m).

     "Per Share Purchase Price" equals $9.50,  subject to adjustment for reverse
and forward stock splits, stock dividends,  stock combinations and other similar
transactions of the Common Stock that occur after the date of this Agreement.

     "Person"   means  an  individual  or   corporation,   partnership,   trust,
incorporated or  unincorporated  association,  joint venture,  limited liability
company,  joint stock company,  government (or an agency or subdivision thereof)
or other entity of any kind.

     "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.

     "Purchaser  Party"  shall  have  the  meaning  ascribed  to  such  term  in
Section 4.9.

     "Registration  Rights  Agreement" means the Registration  Rights Agreement,
dated the date  hereof,  among the  Company and the  Purchasers,  in the form of
Exhibit A attached hereto.

     "Registration   Statement"  means  a  registration  statement  meeting  the
requirements  set forth in the  Registration  Rights  Agreement and covering the
resale by the Purchasers of the Shares and the Warrant Shares.

     "Required  Approvals"  shall  have the  meaning  ascribed  to such  term in
Section 3.1(e).

     "Rule 144" means Rule 144  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 effect as such Rule.

     "SEC   Reports"   shall  have  the   meaning   ascribed  to  such  term  in
Section 3.1(h).



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<PAGE>

     "Securities" means the Shares, the Warrants and the Warrant Shares.

     "Securities Act" means the Securities Act of 1933, as amended.

     "Shares"  means the  shares  of Common  Stock  issued or  issuable  to each
Purchaser pursuant to this Agreement.

     "Short  Sales"  shall  include all "short  sales" as defined in Rule 200 of
Regulation SHO under the Exchange Act.

     "Subscription Amount" means, as to each Purchaser,  the aggregate amount to
be paid for Shares and Warrants  purchased  hereunder  as  specified  below such
Purchaser's name on the signature page of this Agreement and next to the heading
"Subscription  Amount",  in United States Dollars and in  immediately  available
funds.

     "Subsidiary"  means any material  subsidiary of the Company as set forth on
Schedule 3.1(a).

     "Trading  Day" means a day on which the Common Stock is traded on a Trading
Market.

     "Trading  Market"  means the  following  markets or  exchanges on which the
Common  Stock is listed or  quoted  for  trading  on the date in  question:  the
American Stock  Exchange,  the New York  Stock  Exchange or the Nasdaq  National
Market.

     "Transaction  Documents"  means  this  Agreement,   the  Warrants  and  the
Registration  Rights Agreement and any other documents or agreements executed in
connection with the transactions contemplated hereunder.

     "VWAP"  means,  for any  date,  the  price  determined  by the first of the
following clauses that applies: (a) if the Common Stock is then listed or quoted
on a Trading Market, the daily volume weighted average price of the Common Stock
for such date (or the nearest preceding date) on the Trading Market on which the
Common  Stock is then listed or quoted as reported by Bloomberg  Financial  L.P.
(based on a Trading Day from 9:30 a.m.  Eastern Time to 4:02 p.m. Eastern Time);
(b)  if the Common Stock is not then listed or quoted on a Trading Market and if
prices for the  Common  Stock are then  quoted on the OTC  Bulletin  Board,  the
volume weighted  average price of the Common Stock for such date (or the nearest
preceding date) on the OTC Bulletin  Board;  (c) if the Common Stock is not then
listed or quoted on the OTC  Bulletin  Board and if prices for the Common  Stock
are then reported in the "Pink Sheets"  published by the Pink Sheets,  LLC (or a
similar organization or agency succeeding to its functions of reporting prices),
the most recent bid price per share of the Common Stock so  reported;  or (c) in
all other cases,  the fair market value of a share of Common Stock as determined
by an  independent  appraiser  selected  in good  faith  by the  Purchasers  and
reasonably acceptable to the Company.

     "Warrants" means  collectively the Common Stock purchase  warrants,  in the
form of Exhibit C  delivered to the Purchasers at the Closing in accordance with


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Section 2.2(a)  hereof,  which  Warrants shall be  exercisable  beginning  seven
months from the Closing  Date and have a term of exercise  equal to 5 years from
the Closing Date.

     "Warrant Shares" means the shares of Common Stock issuable upon exercise of
the Warrants.

                                  ARTICLE II.
                                PURCHASE AND SALE

     2.1  CLOSING.  On the  Closing  Date,  upon the  terms and  subject  to the
conditions set forth herein,  concurrent with the execution and delivery of this
Agreement by the parties hereto,  the Company agrees to sell, and each Purchaser
agrees  to  purchase  in  the  aggregate,  severally  and  not  jointly,  up  to
$18,120,000 of Shares and Warrants.  Each Purchaser shall deliver to the Company
via wire  transfer  to the  account  as  specified  in  writing  by the  Company
immediately  available  funds equal to its  Subscription  Amount and the Company
shall  deliver  to each  Purchaser  their  respective  Shares  and  Warrants  as
determined  pursuant  to  Section 2.2(a)  and  the  other  items  set  forth  in
Section 2.2  issuable at the Closing.  Upon  satisfaction  of the conditions set
forth in Sections 2.2  and 2.3, the Closing shall occur at the offices of Kelley
Drye & Warren LLP, 101 Park Avenue,  New York,  NY 10178, or such other location
as the parties shall mutually agree.

     2.2  DELIVERIES.

          (a) On the  Closing  Date,  the Company  shall  deliver or cause to be
     delivered to each Purchaser the following:

               (i) this Agreement duly executed by the Company;

               (ii) a legal opinion of Company Counsel, in the form of Exhibit B
          attached hereto;

               (iii) a copy of the  irrevocable  instructions  to the  Company's
          transfer  agent  instructing  the  transfer  agent to  deliver,  on an
          expedited basis, a certificate  evidencing a number of Shares equal to
          such Purchaser's Subscription Amount divided by the Per Share Purchase
          Price, registered in the name of such Purchaser;

               (iv) a  Warrant  registered  in the  name  of such  Purchaser  to
          purchase up to a number of shares of Common Stock equal to 25% of such
          Purchaser's  Subscription  Amount  divided by $9.50  with an  exercise
          price equal to $11.00, subject to adjustment therein;

               (v)  the  Registration  Rights  Agreement  duly  executed  by the
          Company;

               (vi) a certificate evidencing the incorporation and good standing
          of the Company and each  Subsidiary  in such  entity's  state or other
          jurisdiction of incorporation or organization  issued by the Secretary
          of State (or other applicable authority) of such state or jurisdiction
          of  incorporation or organization as of a date within ten (10) days of
          the Closing Date;



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               (vii) a  secretary's  certificate,  dated as of the Closing Date,
          certifying  as  to  (A)  the  Resolutions,   (B)  the  Certificate  of
          Incorporation,  certified  as of a date  within  ten (10)  days of the
          Closing Date, and (C) the Bylaws,  each as in effect as of the Closing
          Date, (D) the organizational  documents of each subsidiary,  certified
          as of a  date  within  ten  (10)  days  of  the  Closing  Date  by the
          applicable governmental authority of the applicable jurisdiction,  and
          (E) the by-laws,  limited  partnership  agreement or limited liability
          company  agreement of each Subsidiary,  as the case may be; and (viii)
          such other documents relating to the transactions contemplated by this
          Agreement as such Purchaser or its counsel may reasonably request.

          (b) On the Closing Date,  each Purchaser  shall deliver or cause to be
     delivered to the Company the following:

               (i) this Agreement duly executed by such Purchaser;

               (ii) such Purchaser's Subscription Amount by wire transfer to the
          account as specified in writing by the Company; and

               (iii) the  Registration  Rights  Agreement  duly executed by such
          Purchaser.

     2.3 CLOSING CONDITIONS.

          (a) The  obligations of the Company  hereunder in connection  with the
     Closing are subject to the following conditions being met:

               (i) the  accuracy in all material  respects  when made and on the
          Closing Date of the  representations  and warranties of the Purchasers
          contained herein;

               (ii) all obligations,  covenants and agreements of the Purchasers
          required to be  performed  at or prior to the Closing  Date shall have
          been performed; and

               (iii) the  delivery by the  Purchasers  of the items set forth in
          Section 2.2(b) of this Agreement.

          (b)  The  respective   obligations  of  the  Purchasers  hereunder  in
     connection with the Closing are subject to the following  conditions  being
     met:

               (i) the accuracy in all material  respects on the Closing Date of
          the representations and warranties of the Company contained herein;

               (ii) all  obligations,  covenants  and  agreements of the Company
          required to be  performed  at or prior to the Closing  Date shall have
          been performed;

               (iii)  the  delivery  by the  Company  of the  items set forth in
          Section 2.2(a) of this Agreement;



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<PAGE>

               (iv)  there  shall  have been no  Material  Adverse  Effect  with
          respect to the Company since the date hereof; and

               (v) from the date  hereof to the  Closing  Date,  trading  in the
          Common Stock shall not have been  suspended by the  Commission  or the
          Company's  principal  Trading  Market  (except for any  suspension  of
          trading of limited duration agreed to by the Company, which suspension
          shall be terminated  prior to the Closing),  and, at any time prior to
          the  Closing  Date,  trading in  securities  generally  as reported by
          Bloomberg  Financial Markets shall not have been suspended or limited,
          or minimum prices shall not have been  established on securities whose
          trades are reported by such  service,  or on any Trading  Market,  nor
          shall a banking  moratorium  have been  declared  either by the United
          States or New York State authorities nor shall there have occurred any
          material  outbreak or escalation of  hostilities  or other national or
          international  calamity  of such  magnitude  in its  effect on, or any
          material  adverse change in, any financial market which, in each case,
          in the reasonable  judgment of each Purchaser,  makes it impracticable
          or inadvisable to purchase the Shares at the Closing.

                                  ARTICLE III.
                         REPRESENTATIONS AND WARRANTIES

     3.1  REPRESENTATIONS  AND  WARRANTIES  OF THE COMPANY.  Except as set forth
under the  corresponding  section of the Disclosure  Schedules which  Disclosure
Schedules  shall  be  deemed  a  part  hereof,  the  Company  hereby  makes  the
representations and warranties set forth below to each Purchaser:

          (a) SUBSIDIARIES.  All of the direct and indirect  Subsidiaries of the
     Company are set forth on Schedule  3.1(a).  Except as indicated on Schedule
     3.1(a), the Company owns, directly or indirectly,  all of the capital stock
     or other equity  interests of each  Subsidiary free and clear of any Liens,
     and  all the  issued  and  outstanding  shares  of  capital  stock  of each
     Subsidiary are validly issued and are fully paid,  non-assessable  and free
     of preemptive and similar rights to subscribe for or purchase securities.

          (b)  ORGANIZATION  AND  QUALIFICATION.  The  Company  and  each of the
     Subsidiaries is an entity duly incorporated or otherwise organized, validly
     existing and in good  standing  under the laws of the  jurisdiction  of its
     incorporation or organization (as applicable), with the requisite power and
     authority  to own and use its  properties  and  assets  and to carry on its
     business as currently conducted.  Neither the Company nor any Subsidiary is
     in  violation  or  default  of  any  of the  provisions  of its  respective
     certificate or articles of incorporation, bylaws or other organizational or
     charter  documents.  Each  of the  Company  and  the  Subsidiaries  is duly
     qualified  to  conduct  business  and  is in  good  standing  as a  foreign
     corporation or other entity in each jurisdiction in which the nature of the
     business  conducted  or  property  owned  by it  makes  such  qualification
     necessary, except where the failure to be so qualified or in good standing,
     as the case may be, could not have or  reasonably  be expected to result in
     (i) a material adverse effect on the legality,  validity or  enforceability
     of any Transaction Document,  (ii) a material adverse effect on the results
     of  operations,  assets,  business,  prospects or condition  (financial  or


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     otherwise) of the Company and the Subsidiaries,  taken as a whole, or (iii)
     a  material  adverse  effect on the  Company's  ability  to  perform in any
     material  respect on a timely basis its  obligations  under any Transaction
     Document (any of (i), (ii) or (iii),  a "Material  Adverse  Effect") and to
     the  Company's  knowledge no  Proceeding  has been  instituted  in any such
     jurisdiction  revoking,  limiting or curtailing or seeking to revoke, limit
     or curtail such power and authority or qualification.

          (c)  AUTHORIZATION;   ENFORCEMENT.   The  Company  has  the  requisite
     corporate  power  and  authority  to  enter  into  and  to  consummate  the
     transactions   contemplated  by  each  of  the  Transaction  Documents  and
     otherwise  to carry  out its  obligations  hereunder  and  thereunder.  The
     execution and delivery of each of the Transaction  Documents by the Company
     and the  consummation by it of the transactions  contemplated  thereby have
     been duly authorized by all necessary action on the part of the Company and
     no further action is required by the Company, its board of directors or its
     stockholders  in connection  therewith  other than in  connection  with the
     Required  Approvals.  Each Transaction  Document has been (or upon delivery
     will have been)  duly  executed  by the  Company  and,  when  delivered  in
     accordance with the terms hereof and thereof, will constitute the valid and
     binding  obligation  of the  Company  enforceable  against  the  Company in
     accordance  with its terms except (i) as limited by applicable  bankruptcy,
     insolvency,   reorganization,   moratorium   and  other   laws  of  general
     application  affecting  enforcement of creditors' rights generally and (ii)
     as limited by laws relating to the  availability  of specific  performance,
     injunctive relief or other equitable remedies.

          (d) NO  CONFLICTS.  The  execution,  delivery and  performance  of the
     Transaction  Documents by the Company,  the issuance and sale of the Shares
     and the consummation by the Company of the other transactions  contemplated
     hereby and  thereby do not and will not (i)  conflict  with or violate  any
     provision of the Company's or any  Subsidiary's  certificate or articles of
     incorporation, bylaws or other organizational or charter documents, or (ii)
     conflict  with,  or  constitute  a default (or an event that with notice or
     lapse of time or both would become a default) under, result in the creation
     of any Lien upon any of the  properties  or assets  of the  Company  or any
     Subsidiary,  or  give to  others  any  rights  of  termination,  amendment,
     acceleration  or  cancellation  (with or without  notice,  lapse of time or
     both)  of,  any  agreement,  credit  facility,  debt  or  other  instrument
     (evidencing   a  Company  or   Subsidiary   debt  or  otherwise)  or  other
     understanding to which the Company or any Subsidiary is a party or by which
     any  property  or  asset  of the  Company  or any  Subsidiary  is  bound or
     affected,  or (iii)  subject to the Required  Approvals,  conflict  with or
     result  in a  violation  of any law,  rule,  regulation,  order,  judgment,
     injunction,  decree  or other  restriction  of any  court  or  governmental
     authority  to which the  Company  or a  Subsidiary  is  subject  (including
     federal  and  state  securities  laws and  regulations),  or by  which  any
     property  or asset of the  Company or a  Subsidiary  is bound or  affected;
     except in the case of each of  clauses  (ii) and  (iii),  such as could not
     have or reasonably be expected to result in a Material Adverse Effect.

          (e) FILINGS,  CONSENTS AND  APPROVALS.  The Company is not required to
     obtain any consent, waiver,  authorization or order of, give any notice to,
     or make any filing or registration with, any court or other federal, state,
     local or other  governmental  authority or other Person in connection  with
     the execution,  delivery and  performance by the Company of the Transaction
     Documents,  other than (i) filings required pursuant to Section 4.4 of this


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     Agreement,  (ii)  the  filing  with  the  Commission  of  the  Registration
     Statement,  (iii)  application(s) to each applicable Trading Market for the
     issuance and listing of the Shares and Warrant  Shares for trading  thereon
     in the time and manner required thereby, and (iv) the filing of Form D with
     the Commission and such filings as are required to be made under applicable
     state securities laws (collectively, the "Required Approvals").

          (f) ISSUANCE OF THE  SECURITIES.  The Securities  are duly  authorized
     and, when issued and paid for in accordance with the applicable Transaction
     Documents,  will be duly and validly issued,  fully paid and nonassessable,
     free and clear of all Liens imposed by the Company other than  restrictions
     on transfer provided for in the Transaction Documents.  The Warrant Shares,
     when issued in accordance with the terms of the Transaction Documents, will
     be  validly  issued,  fully paid and  nonassessable,  free and clear of all
     Liens  imposed by the  Company.  The  Company  has  reserved  from its duly
     authorized  capital  stock the  maximum  number  of shares of Common  Stock
     issuable pursuant to this Agreement and the Warrants.

          (g) CAPITALIZATION.  The capitalization of the Company is as set forth
     on Schedule 3.1(g). Except as set forth on Schedule 3.1(g), the Company has
     not issued any capital stock since its most recently filed periodic  report
     under the  Exchange  Act,  other than  pursuant to the exercise of employee
     stock  options  under the  Company's  stock option  plans,  the issuance of
     shares of Common  Stock to  employees  pursuant to the  Company's  employee
     stock  purchase  plan  and  pursuant  to  the  conversion  or  exercise  of
     outstanding  Common  Stock  Equivalents.  No Person  has any right of first
     refusal, preemptive right, right of participation,  or any similar right to
     participate in the transactions  contemplated by the Transaction Documents.
     Except as set forth on Schedule 3.1 (g), except as a result of the purchase
     and sale of the  Securities,  there are no outstanding  options,  warrants,
     script  rights to  subscribe  to,  calls or  commitments  of any  character
     whatsoever  relating to, or securities,  rights or obligations  convertible
     into or exercisable or exchangeable  for, or giving any Person any right to
     subscribe  for or  acquire,  any  shares of  Common  Stock,  or  contracts,
     commitments,  understandings  or  arrangements  by which the Company or any
     Subsidiary  is or may  become  bound to issue  additional  shares of Common
     Stock or Common Stock Equivalents.  The issuance and sale of the Securities
     will not  obligate  the  Company to issue  shares of Common  Stock or other
     securities to any Person (other than the Purchasers) and will not result in
     a right of any  holder  of  Company  securities  to  adjust  the  exercise,
     conversion,  exchange  or reset  price  under such  securities.  All of the
     outstanding  shares of capital  stock of the Company  are  validly  issued,
     fully  paid and  nonassessable,  have been  issued in  compliance  with all
     federal and state securities laws, and none of such outstanding  shares was
     issued in violation of any preemptive rights or similar rights to subscribe
     for or purchase securities. Except as otherwise provided in this Agreement,
     no further  approval  or  authorization  of any  stockholder,  the Board of
     Directors of the Company or others is required for the issuance and sale of
     the Securities. There are no stockholders agreements,  voting agreements or
     other similar  agreements  with respect to the  Company's  capital stock to
     which the Company is a party or, to the  knowledge of the Company,  between
     or among any of the Company's stockholders.



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<PAGE>

          (h) SEC  REPORTS;  FINANCIAL  STATEMENTS.  The  Company  has filed all
     reports,  schedules,  forms,  statements and other documents required to be
     filed  by it under  the  Securities  Act and the  Exchange  Act,  including
     pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the
     date hereof (or such  shorter  period as the Company was required by law to
     file such  material)  (the  foregoing  materials,  including  the  exhibits
     thereto and documents incorporated by reference therein, being collectively
     referred to herein as the "SEC  Reports") on a timely basis or has received
     a valid extension of such time of filing and has filed any such SEC Reports
     prior to the  expiration  of any  such  extension.  As of their  respective
     dates,  the  SEC  Reports  complied  in  all  material  respects  with  the
     requirements  of the  Securities Act and the Exchange Act and the rules and
     regulations of the Commission promulgated  thereunder,  and none of the SEC
     Reports,  when filed,  contained any untrue statement of a material fact or
     omitted to state a material fact required to be stated therein or necessary
     in order to make the statements  therein, in the light of the circumstances
     under which they were made, not misleading. The financial statements of the
     Company  included in the SEC Reports  comply in all material  respects with
     applicable  accounting  requirements  and the rules and  regulations of the
     Commission  with respect  thereto as in effect at the time of filing.  Such
     financial  statements  have been prepared in accordance  with United States
     generally  accepted  accounting  principles  applied on a consistent  basis
     during the periods involved ("GAAP"),  except as may be otherwise specified
     in such financial statements or the notes thereto and except that unaudited
     financial  statements  may not contain all footnotes  required by GAAP, and
     fairly  present in all  material  respects  the  financial  position of the
     Company and its  consolidated  subsidiaries as of and for the dates thereof
     and the results of  operations  and cash flows for the periods  then ended,
     subject,  in the  case of  unaudited  statements,  to  normal,  immaterial,
     year-end audit adjustments.

          (i) NO UNDISCLOSED EVENTS, LIABILITIES OR DEVELOPMENTS. Except for the
     issuance of the Warrants,  Warrant Shares and Shares  contemplated  by this
     Agreement  or as set  forth  on  Schedule  3(i),  no  event,  liability  or
     development  has  occurred  or exists  with  respect to the  Company or its
     Subsidiaries  or  their  respective  business,  properties,  operations  or
     financial condition,  that would be required to be disclosed by the Company
     under applicable  securities laws at the time this  representation  is made
     that has not been publicly  disclosed one (1) Trading Day prior to the date
     that this representation is made.

          (j) MATERIAL  CHANGES.  Since the date of the latest audited financial
     statements  included  within  the  SEC  Reports,   except  as  specifically
     disclosed in the SEC Reports,  (i) there has been no event,  occurrence  or
     development  that has had or that could reasonably be expected to result in
     a  Material  Adverse  Effect,   (ii)  the  Company  has  not  incurred  any
     liabilities  (contingent  or otherwise)  other than (A) trade  payables and
     accrued  expenses  incurred in the ordinary  course of business  consistent
     with past  practice,  (B)  liabilities  not required to be reflected in the
     Company's financial statements pursuant to GAAP or required to be disclosed
     in filings made with the Commission and (C) expenses incurred in connection
     with the  transactions  contemplated  hereunder,  (iii) the Company has not
     altered its method of accounting, (iv) the Company has not declared or made


                                       10
<PAGE>

     any dividend or distribution of cash or other property to its  stockholders
     or  purchased,  redeemed or made any  agreements  to purchase or redeem any
     shares of its  capital  stock and (v) the Company has not issued any equity
     securities  to any  officer,  director  or  Affiliate,  except  pursuant to
     existing  Company  stock  option  plans.  The Company does not have pending
     before  the   Commission   any  request  for   confidential   treatment  of
     information.

          (k)  LITIGATION.   There  is  no  action,  suit,  inquiry,  notice  of
     violation,  proceeding or investigation pending or, to the knowledge of the
     Company, threatened against or affecting the Company, any Subsidiary or any
     of  their  respective  properties  before  or  by  any  court,  arbitrator,
     governmental or  administrative  agency or regulatory  authority  (federal,
     state,  county,  local or foreign)  (collectively,  an "Action")  which (i)
     adversely affects or challenges the legality, validity or enforceability of
     any of the Transaction  Documents or the Securities or (ii) could, if there
     were an unfavorable decision, have or reasonably be expected to result in a
     Material  Adverse Effect.  Neither the Company nor any Subsidiary,  nor any
     director  or  officer  thereof,  is or has been the  subject  of any Action
     involving  a claim of  violation  of or  liability  under  federal or state
     securities laws or a claim of breach of fiduciary duty. There has not been,
     and to the knowledge of the Company,  there is not pending or contemplated,
     any investigation by the Commission involving the Company or any current or
     former  director or officer of the Company.  The  Commission has not issued
     any  stop  order  or  other  order  suspending  the  effectiveness  of  any
     registration  statement  filed by the Company or any  Subsidiary  under the
     Exchange Act or the Securities Act.

          (l) LABOR  RELATIONS.  No  material  labor  dispute  exists or, to the
     knowledge of the Company,  is imminent with respect to any of the employees
     of the Company  which could  reasonably be expected to result in a Material
     Adverse Effect. Except for the projectionist at the Pavilion movie theatre,
     none of the Company's or its Subsidiaries' employees is a member of a union
     that relates to such employee's  relationship with the Company, and neither
     the  Company  nor  any of  its  Subsidiaries  is a  party  to a  collective
     bargaining  agreement,  and the Company and its  Subsidiaries  believe that
     their relationships with their employees are good. No executive officer, to
     the knowledge of the Company, is, or is now expected to be, in violation of
     any material term of any employment contract,  confidentiality,  disclosure
     or proprietary  information agreement or non-competition  agreement, or any
     other contract or agreement or any restrictive covenant,  and the continued
     employment of each such  executive  officer does not subject the Company or
     any of  its  Subsidiaries  to  any  liability  with  respect  to any of the
     foregoing matters.  The Company and its Subsidiaries are in compliance with
     all U.S. federal, state, local and foreign laws and regulations relating to
     employment and employment practices, terms and conditions of employment and
     wages and hours,  except where the failure to be in  compliance  could not,
     individually or in the aggregate, reasonably be expected to have a Material
     Adverse Effect.

          (m)  COMPLIANCE.  Neither  the Company  nor any  Subsidiary  (i) is in
     default  under or in violation  of (and no event has occurred  that has not
     been waived that,  with notice or lapse of time or both,  would result in a
     default by the Company or any Subsidiary under), nor has the Company or any
     Subsidiary  received  notice of a claim that it is in default under or that
     it is in violation of, any indenture, loan or credit agreement or any other
     agreement or instrument to which it is a party or by which it or any of its
     properties  is bound  (whether or not such  default or  violation  has been
     waived),  (ii) is in  violation  of any order of any court,  arbitrator  or
     governmental  body,  or (iii) is or has been in  violation  of any statute,


                                       11
<PAGE>

     rule  or  regulation  of  any  governmental  authority,  including  without
     limitation  all foreign,  federal,  state and local laws  applicable to its
     business and all such laws that affect the environment, except in each case
     as could not have a Material Adverse Effect.

          (n) REGULATORY PERMITS.  The Company and the Subsidiaries  possess all
     certificates, authorizations and permits issued by the appropriate federal,
     state, local or foreign regulatory  authorities  necessary to conduct their
     respective  businesses  as described  in the SEC Reports,  except where the
     failure to possess such permits could not have or reasonably be expected to
     result in a Material Adverse Effect ("Material  Permits"),  and neither the
     Company nor any Subsidiary has received any notice of proceedings  relating
     to the revocation or modification of any Material Permit.

          (o) TITLE TO ASSETS.  The Company and the  Subsidiaries  have good and
     marketable  title in fee simple to all real property  owned by them that is
     material to the business of the Company and the  Subsidiaries  and good and
     marketable title in all personal property owned by them that is material to
     the  business of the Company  and the  Subsidiaries,  in each case free and
     clear of all Liens,  except for Liens as do not materially affect the value
     of such  property  and do not  materially  interfere  with the use made and
     proposed to be made of such  property  by the Company and the  Subsidiaries
     and Liens for the payment of federal,  state or other taxes, the payment of
     which is neither delinquent nor subject to penalties. Any real property and
     facilities held under lease by the Company and the Subsidiaries are held by
     them under valid,  subsisting and  enforceable  leases of which the Company
     and the Subsidiaries are in compliance.

          (p)  INTELLECTUAL  PROPERTY  RIGHTS.  The Company and the Subsidiaries
     have, or have rights to use, all patents, patent applications,  trademarks,
     trademark   applications,   service  marks,  trade  names,  trade  secrets,
     inventions,  copyrights,  licenses and other similar intellectual  property
     rights  necessary or material for use in connection  with their  respective
     businesses as described in the SEC Reports and which the failure to so have
     could have a  Material  Adverse  Effect  (collectively,  the  "Intellectual
     Property  Rights").  Neither the Company nor any  Subsidiary has received a
     notice (written or otherwise) that the Intellectual Property Rights used by
     the Company or any Subsidiary  violates or infringes upon the rights of any
     Person.  To the knowledge of the Company,  all such  Intellectual  Property
     Rights are  enforceable  and there is no existing  infringement  by another
     Person of any of the  Intellectual  Property Rights of others.  The Company
     and its Subsidiaries have taken reasonable security measures to protect the
     secrecy, confidentiality and value of all of their intellectual properties,
     except where failure to do so could not,  individually or in the aggregate,
     reasonably be expected to have a Material Adverse Effect.

          (q)  INSURANCE.  The  Company  and the  Subsidiaries  are  insured  by
     insurers of  recognized  financial  responsibility  against such losses and
     risks and in such amounts as are prudent and customary in the businesses in
     which the Company and the  Subsidiaries  are  engaged,  including,  but not
     limited  to,  directors  and  officers  insurance  coverage.  To  the  best
     knowledge  of the  Company,  such  insurance  contracts  and  policies  are
     accurate  and  complete.  Neither the Company  nor any  Subsidiary  has any


                                       12
<PAGE>

     reason to believe that it will not be able to renew its existing  insurance
     coverage as and when such coverage  expires or to obtain  similar  coverage
     from similar  insurers as may be necessary to continue its business without
     a significant increase in cost.

          (r) TRANSACTIONS WITH AFFILIATES AND EMPLOYEES. Except as set forth in
     the SEC  Reports,  none of the officers or directors of the Company and, to
     the  knowledge  of the  Company,  none of the  employees  of the Company is
     presently a party to any  transaction  with the  Company or any  Subsidiary
     (other than for services as employees,  officers and directors),  including
     any contract,  agreement or other arrangement  providing for the furnishing
     of services to or by, providing for rental of real or personal  property to
     or from, or otherwise  requiring payments to or from any officer,  director
     or such employee or, to the  knowledge of the Company,  any entity in which
     any officer,  director,  or any such employee has a substantial interest or
     is an  officer,  director,  trustee or  partner,  in each case in excess of
     $60,000  other  than (i) for  payment  of  salary  or  consulting  fees for
     services  rendered,  (ii)  reimbursement for expenses incurred on behalf of
     the Company and (iii) for other employee  benefits,  including stock option
     agreements under any stock option plan of the Company.

          (s)  SARBANES-OXLEY.  The Company is in material  compliance  with all
     provisions of the  Sarbanes-Oxley Act of 2002 which are applicable to it as
     of the Closing Date. The Company has  established  disclosure  controls and
     procedures  (as defined in Exchange Act Rules  13a-15(e) and 15d-15(e)) for
     the Company and designed such disclosure  controls and procedures to ensure
     that  material   information   relating  to  the  Company,   including  its
     Subsidiaries,  is made known to the  certifying  officers by others  within
     those entities,  particularly during the period in which the Company's most
     recently filed periodic  report under the Exchange Act, as the case may be,
     is being  prepared.  The Company's  certifying  officers have evaluated the
     effectiveness of the Company's controls and procedures as of the date prior
     to the filing date of the most  recently  filed  periodic  report under the
     Exchange Act (such date, the "Evaluation  Date").  The Company presented in
     its  most  recently  filed  periodic  report  under  the  Exchange  Act the
     conclusions  of the  certifying  officers  about the  effectiveness  of the
     disclosure  controls and  procedures  based on their  evaluations as of the
     Evaluation  Date. Since the Evaluation Date, there have been no significant
     changes in the Company's internal controls (as such term is defined in Item
     307(b) of  Regulation  S-K under the Exchange  Act) or, to the knowledge of
     the Company, in other factors that could significantly affect the Company's
     internal controls.

          (t) CERTAIN FEES. Other than the fee payable to Roth Capital Partners,
     LLC ("Roth  Capital"),  as a  placement  agent,  pursuant  to that  certain
     engagement  letter  dated June 14, 2005,  no brokerage or finder's  fees or
     commissions are or will be payable by the Company to any broker,  financial
     advisor or consultant,  finder, placement agent, investment banker, bank or
     other   Person   (collectively,   "Intermediary")   with   respect  to  the
     transactions  contemplated  by the  Transaction  Documents.  The Purchasers
     shall have no  obligation  with  respect to any fees or with respect to any
     claims  made  by  or  on  behalf  of  other  Persons  for  fees  of a  type
     contemplated  in  this  Section  that  may be due in  connection  with  the
     transactions contemplated by the Transaction Documents.



                                       13
<PAGE>

          (u)  PRIVATE  PLACEMENT.  Assuming  the  accuracy  of  the  Purchasers
     representations  and warranties  set forth in Section 3.2, no  registration
     under  the  Securities  Act is  required  for  the  offer  and  sale of the
     Securities by the Company to the  Purchasers as  contemplated  hereby.  The
     issuance and sale of the Securities hereunder does not contravene the rules
     and regulations of the Trading Market.

          (v)  INVESTMENT  COMPANY.  The Company is not, and is not an Affiliate
     of, and immediately  after receipt of payment for the Securities,  will not
     be or be an Affiliate of, an "investment company" within the meaning of the
     Investment  Company Act of 1940, as amended.  The Company shall conduct its
     business in a manner so that it will not become  subject to the  Investment
     Company Act.

          (w)  REGISTRATION  RIGHTS.  Other  than each of the  Purchasers  or as
     disclosed in our SEC Reports,  no Person has any right to cause the Company
     to effect the  registration  under the  Securities Act of any securities of
     the Company.

          (x) LISTING AND MAINTENANCE  REQUIREMENTS.  The Company's Common Stock
     is  registered  pursuant  to Section  12(g) of the  Exchange  Act,  and the
     Company  has taken no action  designed  to,  or which to its  knowledge  is
     likely to have the effect of,  terminating  the  registration of the Common
     Stock under the Exchange Act nor has the Company  received any notification
     that the Commission is  contemplating  terminating such  registration.  The
     Company  has not,  in the 12 months  preceding  the date  hereof,  received
     notice  from any  Trading  Market on which the Common  Stock is or has been
     listed or quoted to the effect that the Company is not in  compliance  with
     the listing or maintenance requirements of such Trading Market. The Company
     is, and has no reason to believe that it will not in the foreseeable future
     continue  to be,  in  compliance  with all  such  listing  and  maintenance
     requirements.

          (y) APPLICATION OF TAKEOVER PROTECTIONS.  The Company and its Board of
     Directors  have  taken all  necessary  action,  if any,  in order to render
     inapplicable any control share acquisition,  business  combination,  poison
     pill (including any distribution under a rights agreement) or other similar
     anti-takeover  provision under the Company's  Certificate of  Incorporation
     (or similar  charter  documents) or the laws of its state of  incorporation
     that is or could become  applicable  to the  Purchasers  as a result of the
     Purchasers and the Company fulfilling their obligations or exercising their
     rights under the Transaction  Documents,  including without limitation as a
     result of the  Company's  issuance of the  Securities  and the  Purchasers'
     ownership of the Securities.

          (z) DISCLOSURE.  The Company  confirms that,  neither it nor any other
     Person  acting on its behalf has  provided any of the  Purchasers  or their
     agents or counsel with any information that constitutes or might constitute
     material, non-public information. The Company understands and confirms that
     the Purchasers will rely on the foregoing  representations and covenants in
     effecting  transactions  in  securities  of  the  Company.  All  disclosure
     provided to the  Purchasers  regarding  the  Company,  its business and the
     transactions  contemplated  hereby,  including the Disclosure  Schedules to
     this  Agreement,  furnished  by or on behalf of the Company with respect to
     the  representations and warranties made herein are true and correct in all
     material respects with respect to such  representations  and warranties and


                                       14
<PAGE>

     do not contain any untrue statement of a material fact or omit to state any
     material fact  necessary in order to make the statements  made therein,  in
     light of the circumstances  under which they were made, and when taken as a
     whole,  not  misleading.  The  Company  acknowledges  and  agrees  that  no
     Purchaser makes or has made any  representations or warranties with respect
     to the transactions  contemplated  hereby other than those specifically set
     forth in Section 3.2 hereof.

          (aa) NO INTEGRATED OFFERING.  Assuming the accuracy of the Purchasers'
     representations  and  warranties  set forth in  Section  3.2,  neither  the
     Company,  nor any of its affiliates,  nor any Person acting on its or their
     behalf  has,  directly  or  indirectly,  made  any  offers  or sales of any
     security or solicited any offers to buy any security,  under  circumstances
     that would cause this  offering of the  Securities  to be  integrated  with
     prior  offerings by the Company for purposes of the  Securities  Act or any
     applicable shareholder approval provisions,  including, without limitation,
     under the rules and  regulations  of any Trading Market on which any of the
     securities of the Company are listed or designated.

          (bb) SOLVENCY.  Based on the financial  condition of the Company as of
     the Closing Date after  giving  effect to the receipt by the Company of the
     proceeds from the sale of the Securities hereunder,  (i) the Company's fair
     saleable value of its assets exceeds the amount that will be required to be
     paid on or in respect of the Company's existing debts and other liabilities
     (including known contingent liabilities) as they mature; (ii) the Company's
     assets  do not  constitute  unreasonably  small  capital  to  carry  on its
     business for the current fiscal year as now conducted and as proposed to be
     conducted  including its capital  needs taking into account the  particular
     capital  requirements  of  the  business  conducted  by  the  Company,  and
     projected capital requirements and capital availability  thereof; and (iii)
     the  current  cash flow of the  Company,  together  with the  proceeds  the
     Company would receive, were it to liquidate all of its assets, after taking
     into account all anticipated  uses of the cash,  would be sufficient to pay
     all amounts on or in respect of its debt when such  amounts are required to
     be paid for the  foreseeable  future.  The Company does not intend to incur
     debts  beyond its  ability to pay such debts as they  mature  (taking  into
     account  the timing  and  amounts of cash to be payable on or in respect of
     its debt). The Company has no knowledge of any facts or circumstances which
     lead it to  reasonably  believe  that it will  file for  reorganization  or
     liquidation under the bankruptcy or reorganization laws of any jurisdiction
     within one year from the Closing Date.  The SEC Reports set forth as of the
     dates thereof all  outstanding  secured and unsecured  Indebtedness  of the
     Company or any  Subsidiary,  or for which the Company or any Subsidiary has
     commitments. For the purposes of this Agreement,  "Indebtedness" shall mean
     (a) any liabilities for borrowed money or amounts owed in excess of $50,000
     (other  than trade  accounts  payable  incurred in the  ordinary  course of
     business),   (b)  all  guaranties,   endorsements   and  other   contingent
     obligations in respect of Indebtedness  of others,  whether or not the same
     are or should be reflected  in the  Company's  balance  sheet (or the notes
     thereto),  except  guaranties by endorsement of negotiable  instruments for
     deposit or collection  or similar  transactions  in the ordinary  course of
     business;  and (c) the  present  value of any lease  payments  in excess of
     $50,000 due under leases  required to be  capitalized  in  accordance  with
     GAAP.  Neither the Company nor any Subsidiary is in default with respect to
     any Indebtedness.



                                       15
<PAGE>

          (cc) FORM S-3  ELIGIBILITY.  The Company is  eligible to register  the
     resale of the Shares and Warrant Shares for resale by the Purchaser on Form
     S-3 promulgated under the Securities Act.

          (dd) TAX STATUS. Except for matters that would not, individually or in
     the  aggregate,  have a  Material  Adverse  Effect,  the  Company  and each
     Subsidiary  has filed all necessary  federal,  state and foreign income and
     franchise  tax  returns  and has paid or  accrued  all  taxes  shown as due
     thereon,  and the Company has no  knowledge of a tax  deficiency  which has
     been asserted or threatened against the Company or any Subsidiary.

          (ee) NO  GENERAL  SOLICITATION.  Neither  the  Company  nor any person
     acting on behalf of the Company  has offered or sold any of the  Securities
     by any form of general solicitation or general advertising. The Company has
     offered the  Securities  for sale only to the  Purchasers and certain other
     "accredited  investors" within the meaning of Rule 501 under the Securities
     Act.

          (ff)  FOREIGN  CORRUPT  PRACTICES.  Neither  the  Company,  nor to the
     knowledge of the Company, any agent or other person acting on behalf of the
     Company,  has (i)  directly  or  indirectly,  used any funds  for  unlawful
     contributions,  gifts,  entertainment or other unlawful expenses related to
     foreign or domestic political  activity,  (ii) made any unlawful payment to
     foreign or domestic government  officials or employees or to any foreign or
     domestic  political parties or campaigns from corporate funds, (iii) failed
     to  disclose  fully any  contribution  made by the  Company (or made by any
     person  acting on its  behalf of which the  Company  is aware)  which is in
     violation of law, or (iv) violated in any material respect any provision of
     the Foreign Corrupt Practices Act of 1977, as amended.

          (gg) ACCOUNTANTS.  The Company's accountants are set forth on Schedule
     3.1(ff) of the Disclosure Schedule.  To the knowledge of the Company,  such
     accountants, who have expressed their opinion with respect to the financial
     statements to be included in the Company's Annual Report on Form 10-KSB for
     the year ending March 31, 2005, are a registered  public accounting firm as
     required by the Securities Act.

          (hh) ACKNOWLEDGMENT REGARDING PURCHASERS' PURCHASE OF SECURITIES.  The
     Company  acknowledges  and  agrees  that each of the  Purchasers  is acting
     solely in the  capacity of an arm's  length  purchaser  with respect to the
     Transaction Documents and the transactions contemplated hereby. The Company
     further  acknowledges that no Purchaser is acting as a financial advisor or
     fiduciary of the Company (or in any similar  capacity) with respect to this
     Agreement and the transactions  contemplated hereby and any advice given by
     any  Purchaser  or any of their  respective  representatives  or  agents in
     connection with this Agreement and the transactions  contemplated hereby is
     merely  incidental  to the  Purchasers'  purchase  of the  Securities.  The
     Company further represents to each Purchaser that the Company's decision to
     enter  into  this  Agreement  has  been  based  solely  on the  independent
     evaluation of the transactions  contemplated  hereby by the Company and its
     representatives.

          (ii) ACKNOWLEDGEMENT REGARDING PURCHASERS' TRADING ACTIVITY.  Anything
     in this  Agreement  or  elsewhere  herein to the  contrary  notwithstanding
     (except  for  Section  4.15  hereof),  it is  understood  and agreed by the
     Company (i) that none of the Purchasers  have been asked to agree,  nor has


                                       16
<PAGE>

     any Purchaser  agreed,  to desist from  purchasing or selling,  long and/or
     short,  securities  of the Company,  or  "derivative"  securities  based on
     securities  issued  by the  Company  or to  hold  the  Securities  for  any
     specified term; (ii) that past or future open market or other  transactions
     by any  Purchaser,  including  Short  Sales,  and  specifically  including,
     without  limitation,  Short Sales or "derivative"  transactions,  before or
     after the closing of this or future  private  placement  transactions,  may
     negatively  impact  the  market  price  of  the  Company's  publicly-traded
     securities;  (iii) that any Purchaser,  and counter parties in "derivative"
     transactions  to  which  any  such  Purchaser  is  a  party,   directly  or
     indirectly,  presently may have a "short" position in the Common Stock, and
     (iv) that each Purchaser shall not be deemed to have any  affiliation  with
     or  control  over  any  arm's  length  counter-party  in  any  "derivative"
     transaction.  The Company further understands and acknowledges that (a) one
     or more Purchasers may engage in hedging activities at various times during
     the  period  that  the  Securities  are  outstanding,   including,  without
     limitation,  during  the  periods  that  the  value of the  Warrant  Shares
     deliverable  with respect to Securities  are being  determined and (b) such
     hedging  activities  (if  any)  could  reduce  the  value  of the  existing
     stockholders'  equity  interests  in the Company at and after the time that
     the hedging activities are being conducted.  The Company  acknowledges that
     such aforementioned hedging activities do not constitute a breach of any of
     the Transaction Documents.

          (jj)  MANIPULATION OF PRICE. The Company has not, and to its knowledge
     no one acting on its behalf has,  (i) taken,  directly or  indirectly,  any
     action designed to cause or to result in the  stabilization or manipulation
     of the price of any  security  of the  Company  to  facilitate  the sale or
     resale of any of the Securities, (ii) sold, bid for, purchased, or paid any
     compensation for soliciting purchases of, any of the Securities (other than
     for the placement  agent's  placement of the Securities),  or (iii) paid or
     agreed to pay to any  person any  compensation  for  soliciting  another to
     purchase any other securities of the Company.

          Each of the  Purchasers  acknowledges  and agrees that the Company has
     not made any representations or warranties with respect to the transactions
     contemplated hereby other than those specifically set forth in this Section
     3.1.

     3.2  REPRESENTATIONS  AND  WARRANTIES  OF THE  PURCHASERS.  Each  Purchaser
hereby, for itself and for no other Purchaser, represents and warrants as of the
date hereof and as of the Closing Date to the Company as follows:

          (a)  ORGANIZATION;   AUTHORITY.  Such  Purchaser  is  an  entity  duly
     organized,  validly  existing  and in good  standing  under the laws of the
     jurisdiction of its organization with full right,  corporate or partnership
     power  and  authority  to enter  into and to  consummate  the  transactions
     contemplated  by the  Transaction  Documents and otherwise to carry out its
     obligations   hereunder  and  thereunder.   The  execution,   delivery  and
     performance  by such  Purchaser of the  transactions  contemplated  by this
     Agreement have been duly  authorized by all necessary  corporate or similar
     action on the part of such Purchaser. Each Transaction Document to which it
     is a party has been duly executed by such Purchaser,  and when delivered by
     such  Purchaser in accordance  with the terms hereof,  will  constitute the


                                       17
<PAGE>

     valid and legally binding obligation of such Purchaser, enforceable against
     it in accordance with its terms, except (i) as limited by general equitable
     principles   and   applicable   bankruptcy,   insolvency,   reorganization,
     moratorium and other laws of general application  affecting  enforcement of
     creditors'  rights  generally,  (ii) as  limited  by laws  relating  to the
     availability of specific performance,  injunctive relief or other equitable
     remedies and (iii) insofar as indemnification  and contribution  provisions
     may be limited by applicable law.

          (b) OWN ACCOUNT.  Such Purchaser  understands  that the Securities are
     "restricted  securities" and have not been registered  under the Securities
     Act or any applicable  state securities law and is acquiring the Securities
     as principal for its own account and not with a view to or for distributing
     or  reselling  such  Securities  or any part  thereof in  violation  of the
     Securities  Act or any  applicable  state  securities  law,  has no present
     intention  of  distributing  any of such  Securities  in  violation  of the
     Securities  Act  or  any  applicable   state  securities  law  and  has  no
     arrangement  or  understanding   with  any  other  persons   regarding  the
     distribution  of such  Securities  (this  representation  and  warranty not
     limiting  such  Purchaser's  right to sell the  Securities  pursuant to the
     Registration  Statement or otherwise in compliance with applicable  federal
     and  state  securities  laws) in  violation  of the  Securities  Act or any
     applicable state securities law. Such Purchaser is acquiring the Securities
     hereunder in the ordinary  course of its business.  Such Purchaser does not
     have any  agreement  or  understanding,  directly or  indirectly,  with any
     Person to distribute any of the Securities.

          (c)  PURCHASER  STATUS.  At the time such  Purchaser  was  offered the
     Securities, it was, and at the date hereof it is, and on each date on which
     it exercises any Warrants,  it will be either: (i) an "accredited investor"
     as defined in Rule 501(a)(1),  (a)(2),  (a)(3),  (a)(7) or (a)(8) under the
     Securities Act or (ii) a "qualified institutional buyer" as defined in Rule
     144A(a) under the Securities  Act. Such Purchaser was not organized for the
     purpose of  acquiring  the Shares or the Warrants and is not required to be
     registered as a broker-dealer under Section 15 of the Exchange Act.

          (d)  EXPERIENCE OF SUCH  PURCHASER.  Such  Purchaser,  either alone or
     together with its representatives,  has such knowledge,  sophistication and
     experience  in  business  and  financial  matters  so as to be  capable  of
     evaluating  the  merits  and  risks of the  prospective  investment  in the
     Securities,  and has so evaluated the merits and risks of such  investment.
     Such  Purchaser is able to bear the economic  risk of an  investment in the
     Securities  and, at the present  time, is able to afford a complete loss of
     such investment.

          (e)  GENERAL  SOLICITATION.  Such  Purchaser  is  not  purchasing  the
     Securities  as a result  of any  advertisement,  article,  notice  or other
     communication regarding the Securities published in any newspaper, magazine
     or similar media or broadcast over  television or radio or presented at any
     seminar or any other general solicitation or general advertisement.

          (f) CERTAIN  TRADING  ACTIVITIES.  Such  Purchaser has not directly or
     indirectly,  nor has any  Person  acting on behalf  of or  pursuant  to any
     understanding  with such  Purchaser,  engaged  in any  transactions  in the
     securities of the Company (including,  without limitations, any Short Sales


                                       18
<PAGE>

     involving the Company's  securities) since the time that such Purchaser was
     first  contacted by the Company,  Roth Capital  Partners,  LLC or any other
     Person  regarding an investment in the Company.  Such  Purchaser  covenants
     that  neither it nor any Person  acting on its  behalf or  pursuant  to any
     understanding  with it will engage in any transactions in the securities of
     the Company (including Short Sales) prior to the time that the transactions
     contemplated by this Agreement are publicly disclosed by the Company.  Such
     Investor  has  maintained,  and  covenants  that  until  such  time  as the
     transactions  contemplated by this Agreement are publicly  disclosed by the
     Company such Investor will maintain, the confidentiality of all disclosures
     made to it in connection with this transaction (including the existence and
     terms of this transaction). Notwithstanding the foregoing, in the case of a
     Purchaser  that is a  multi-managed  investment  vehicle  whereby  separate
     portfolio  managers manage separate portions of such Purchaser's assets and
     the portfolio managers have no direct knowledge of the investment decisions
     made by the portfolio  managers managing other portions of such Purchaser's
     assets, the representation set forth above shall only apply with respect to
     the  portion  of assets  managed  by the  portfolio  manager  that made the
     investment  decision to purchase the Securities  covered by this Agreement.
     Other than to other Persons  party to this  Agreement,  such  Purchaser has
     maintained the  confidentiality of all disclosures made to it in connection
     with  this   transaction   (including  the  existence  and  terms  of  this
     transaction).

          (g) ACCESS TO  INFORMATION.  Such Purchaser  acknowledges  that it has
     reviewed  the  SEC  Reports  and the  Transaction  Documents  and has  been
     afforded  (i)  the  opportunity  to ask  such  questions  as it has  deemed
     necessary of, and to receive answers from,  representatives  of the Company
     concerning  the terms and  conditions of the offering of the Securities and
     the  merits  and  risks of  investing  in the  Securities;  (ii)  access to
     information  about the Company and the  Subsidiaries  and their  respective
     financial   condition,   results  of  operations,   business,   properties,
     management  and  prospectus   sufficient  to  enable  it  to  evaluate  its
     investment; and (iii) the opportunity to obtain such additional information
     that the Company  possesses or can acquire without  unreasonable  effort or
     expense  that is  necessary to make an informed  investment  decision  with
     respect  to  the   Securities.   Neither  such   inquiries  nor  any  other
     investigation   conducted  by  or  on  behalf  of  such  Purchaser  or  its
     representatives  or counsel shall modify,  amend or affect such Purchaser's
     right to rely on the truth,  accuracy and  completeness  of the SEC Reports
     and the  Transaction  Documents,  and  the  Company's  representations  and
     warranties contained in the Transaction Documents.

          (h)  FEES  AND  COMMISSIONS.  Such  Purchaser  has  not  retained  any
     Intermediary  with  respect  to  the  transactions   contemplated  by  this
     Agreement  and agrees to indemnify  and hold  harmless the Company from any
     liability  for  any  compensation  to any  Intermediary  retained  by  such
     Purchaser and the fees and expenses of defending  against such liability or
     alleged liability.

          (i) NO  CONFLICTS.  The  execution,  delivery and  performance  of the
     Transaction Documents by such Purchaser, the purchase of the Shares and the
     consummation  by such  Purchaser  of the  other  transactions  contemplated
     hereby and  thereby do not and will not (i)  conflict  with or violate  any
     provision of such  Purchaser's  certificate  or articles of  incorporation,


                                       19
<PAGE>

     bylaws or other organizational or charter documents, or (ii) conflict with,
     or  constitute  a default (or an event that with notice or lapse of time or
     both would become a default) under, result in the creation of any Lien upon
     any of the  properties or assets of such  Purchaser,  or give to others any
     rights of termination,  amendment,  acceleration  or cancellation  (with or
     without notice, lapse of time or both) of, any agreement,  credit facility,
     debt or other instrument (evidencing a debt of such Purchaser or otherwise)
     or other  understanding  to which such Purchaser is a party or by which any
     property or asset of such Purchaser is bound or affected,  or (iii) subject
     to the Required  Approvals,  conflict  with or result in a violation of any
     law,  rule,  regulation,  order,  judgment,  injunction,  decree  or  other
     restriction of any court or governmental  authority to which such Purchaser
     is subject  (including  federal and state securities laws and regulations),
     or by which any  property or asset of such  Purchaser is bound or affected;
     except in the case of each of  clauses  (ii) and  (iii),  such as could not
     have or reasonably be expected to result in a Material Adverse Effect.

          (j)  Consents.  All  consents,  approvals,  orders and  authorizations
     required on the part of such  Purchaser in connection  with the  execution,
     delivery or  performance  of this  Agreement  and the  consummation  of the
     transactions  contemplated  therein have been obtained and are effective as
     of the date hereof.

     The Company  acknowledges  and agrees that each  Purchaser does not make or
has not made any  representations or warranties with respect to the transactions
contemplated hereby other than those specifically set forth in this Section 3.2.

                                  ARTICLE IV.
                         OTHER AGREEMENTS OF THE PARTIES

     4.1 TRANSFER  RESTRICTIONS.  Each Purchaser  acknowledges  and understands,
severally and not jointly,  that (i) the  Securities  may only be disposed of in
compliance  with state and federal  securities  laws and (ii) in connection with
any transfer of  Securities  other than  pursuant to an  effective  registration
statement  or Rule 144, to the Company or to an  affiliate  of a Purchaser or in
connection  with a pledge as  contemplated  in Section  4.1(b),  the Company may
require the  transferor  thereof to provide to the Company an opinion of counsel
selected by the transferor and  reasonably  acceptable to the Company,  the form
and substance of which opinion shall be reasonably  satisfactory to the Company,
to the  effect  that  such  transfer  does  not  require  registration  of  such
transferred Securities under the Securities Act. As a condition of transfer, any
such  transferee  shall  agree  in  writing  to be  bound  by the  terms of this
Agreement and shall have the rights of a Purchaser  under this Agreement and the
Registration  Rights  Agreement.  Any  transfer  or  purported  transfer  of the
Securities in violation of this Section 4.1 shall be void.

          (a) The Purchasers agree to the imprinting,  so long as is required by
     this Section 4.1(b),  of a legend on any of the Securities in the following
     form:

          THESE  SECURITIES  HAVE NOT 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, ACCORDINGLY,  MAY NOT
          BE  OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN  EFFECTIVE  REGISTRATION


                                       20
<PAGE>

          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.  THESE SECURITIES MAY BE PLEDGED
          IN  CONNECTION  WITH A BONA  FIDE  MARGIN  ACCOUNT  WITH A  REGISTERED
          BROKER-DEALER  OR OTHER LOAN WITH A FINANCIAL  INSTITUTION  THAT IS AN
          "ACCREDITED  INVESTOR" AS DEFINED IN RULE 501(a) UNDER THE  SECURITIES
          ACT.

          The Company  acknowledges and agrees that a Purchaser may from time to
     time  pledge  pursuant to a bona fide margin  agreement  with a  registered
     broker-dealer or grant a security interest in some or all of the Securities
     to a financial  institution that is an "accredited  investor" as defined in
     Rule  501(a)  under the  Securities  Act and who  agrees to be bound by the
     provisions of this Agreement and the Registration  Rights Agreement and, if
     required under the terms of such  arrangement,  such Purchaser may transfer
     pledged or secured  Securities to the pledgees or secured  parties.  Such a
     pledge or  transfer  would not be subject to approval of the Company and no
     legal  opinion of legal  counsel of the pledgee,  secured  party or pledgor
     shall be required in  connection  therewith.  Further,  no notice  shall be
     required  of such  pledge.  At the  appropriate  Purchaser's  expense,  the
     Company will execute and deliver such reasonable documentation as a pledgee
     or secured party of Securities may reasonably  request in connection with a
     pledge or transfer of the  Securities,  including,  if the  Securities  are
     subject to registration pursuant to the Registration Rights Agreement,  the
     preparation  and filing of any required  prospectus  supplement  under Rule
     424(b)(3)  under the  Securities Act or other  applicable  provision of the
     Securities  Act to  appropriately  amend the list of  Selling  Stockholders
     thereunder.

          (b)  Certificates  evidencing  the Shares and Warrant Shares shall not
     contain any legend (including the legend set forth in Section 4.1(b)),  (i)
     while a  registration  statement  (including  the  Registration  Statement)
     covering the resale of such security is effective under the Securities Act,
     or (ii)  following  any sale of such Shares or Warrant  Shares  pursuant to
     Rule 144, or (iii) if such Shares or Warrant  Shares are  eligible for sale
     under Rule 144(k),  or (iv) if such legend is not required under applicable
     requirements of the Securities Act (including judicial  interpretations and
     pronouncements  issued by the staff of the  Commission).  The Company shall
     cause its counsel to issue a legal opinion to the Company's  transfer agent
     promptly  after the Effective  Date if required by the  Company's  transfer
     agent to effect the removal of the legend hereunder.  If all or any portion
     of a Warrant is exercised at a time when there is an effective registration
     statement to cover the resale of the Warrant  Shares,  such Warrant  Shares
     shall be issued free of all legends.  The Company agrees that following the
     Effective  Date or at such time as such legend is no longer  required under
     this Section  4.1(b),  it will, no later than three Trading Days  following
     the delivery by a Purchaser to the Company or the Company's  transfer agent
     of a certificate representing Shares or Warrant Shares, as the case may be,
     issued with a  restrictive  legend  (such third  Trading  Day,  the "Legend
     Removal  Date"),  deliver  or cause to be  delivered  to such  Purchaser  a
     certificate  representing such shares that is free from all restrictive and
     other legends. The Company may not make any notation on its records or give


                                       21
<PAGE>

     instructions  to  any  transfer  agent  of the  Company  that  enlarge  the
     restrictions  on  transfer  set  forth in this  Section.  Certificates  for
     Securities  subject to legend removal hereunder shall be transmitted by the
     transfer agent of the Company to the Purchasers by crediting the account of
     the Purchaser's prime broker with the Depository Trust Company System.

          (c) In addition to such  Purchaser's  other  available  remedies,  the
     Company shall pay to a Purchaser,  in cash, as partial  liquidated  damages
     and not as a penalty, for each $1,000 of Shares or Warrant Shares (based on
     the  Closing  Price of the  Common  Stock on the date such  Securities  are
     submitted to the  Company's  transfer  agent)  delivered for removal of the
     restrictive  legend and  subject to Section  4.1(b),  $10 per  Trading  Day
     (increasing to $20 per Trading Day ten (10) Trading Days after such damages
     have begun to accrue) for each Trading Day after 2nd Trading Days following
     the Legend  Removal  Date until such  certificate  is  delivered  without a
     legend.  Nothing herein shall limit such Purchaser's right to pursue actual
     damages for the Company's failure to deliver certificates  representing any
     Securities as required by the  Transaction  Documents,  and such  Purchaser
     shall have the right to pursue all  remedies  available  to it at law or in
     equity  including,  without  limitation,  a decree of specific  performance
     and/or injunctive relief.

          (d)  Each  Purchaser,   severally  and  not  jointly  with  the  other
     Purchasers,  agrees  that  the  removal  of  the  restrictive  legend  from
     certificates  representing  Securities  as set forth in this Section 4.1 is
     predicated  upon the Company's  reliance  that the Purchaser  will sell any
     Securities  pursuant  to  either  the  registration   requirements  of  the
     Securities Act, including any applicable prospectus delivery  requirements,
     or an exemption therefrom.

          (e) Until the one year  anniversary of the Effective Date, the Company
     shall not undertake a reverse or forward stock split or reclassification of
     the Common  Stock  without  the prior  written  consent  of the  Purchasers
     holding a majority in interest of the Shares.

     4.2 FURNISHING OF  INFORMATION.  As long as any Purchaser owns  Securities,
the Company  covenants to timely file (or obtain  extensions in respect  thereof
and file within the applicable grace period) all reports required to be filed by
the Company  after the date hereof  pursuant to the Exchange Act. As long as any
Purchaser owns Securities, but only until such Securities may be sold under Rule
144(k),  if the Company is not required to file reports pursuant to the Exchange
Act, it will prepare and furnish to the Purchasers  and make publicly  available
in  accordance  with  Rule  144(c)  such  information  as is  required  for  the
Purchasers to sell the Securities under Rule 144. The Company further  covenants
that it will take such further action as any holder of Securities may reasonably
request,  all to the extent  required from time to time to enable such Person to
sell such Securities  without  registration  under the Securities Act within the
limitation of the exemptions provided by Rule 144.



                                       22
<PAGE>

     4.3  INTEGRATION.  The  Company  shall not sell,  offer for sale or solicit
offers to buy or  otherwise  negotiate in respect of any security (as defined in
Section 2 of the Securities Act) that would be integrated with the offer or sale
of the  Securities  in a manner that would  require the  registration  under the
Securities  Act of the sale of the Securities to the Purchasers or that would be
integrated  with the offer or sale of the  Securities  for purposes of the rules
and  regulations  of any Trading  Market such that it would require  shareholder
approval  prior to the  closing of such  other  transaction  unless  shareholder
approval is obtained before the closing of such subsequent transaction.

     4.4 SECURITIES LAWS DISCLOSURE; PUBLICITY. The Company shall timely issue a
Current  Report  on Form  8-K (no  later  than the  second  (2nd)  Business  Day
following the Closing Date),  reasonably acceptable to each Purchaser disclosing
the material terms of the  transactions  contemplated  hereby,  and shall attach
forms of the Transaction Documents thereto. The Company and each Purchaser shall
consult with each other in issuing any other press  releases with respect to the
transactions  contemplated  hereby,  and neither  the Company nor any  Purchaser
shall issue any such press release or otherwise  make any such public  statement
without the prior  consent of the Company,  with respect to any press release of
any Purchaser,  or without the prior consent of each Purchaser,  with respect to
any press  release of the  Company,  which  consent  shall not  unreasonably  be
withheld,  except if such  disclosure  is  required  by law,  in which  case the
disclosing  party shall  promptly  provide the other party with prior  notice of
such public  statement or  communication.  Notwithstanding  the  foregoing,  the
Company shall not publicly  disclose the name of any  Purchaser,  or include the
name of any Purchaser in any filing with the Commission or any regulatory agency
or Trading Market,  without the prior written consent of such Purchaser,  except
(i) as required by federal  securities law in connection  with the  registration
statement  contemplated  by the  Registration  Rights  Agreement and (ii) to the
extent such  disclosure  is required by law or Trading  Market  regulations,  in
which case the Company  shall provide the  Purchasers  with prior notice of such
disclosure  permitted  under  subclause (i) or (ii). In the event of a breach of
the foregoing covenant by the Company, any of its Subsidiaries, or any of its or
their respective officers,  directors,  employees and agents, in addition to any
other remedy provided herein or in the Transaction  Documents, a Purchaser shall
have the right to make, public disclosure in the form of a press release, public
advertisement or otherwise,  of such material nonpublic  information without the
prior  approval  by the  Company,  its  Subsidiaries,  or  any  of its or  their
respective  officers,  directors,   employees  or  agents,  provided  that  such
Purchaser  gives the  Company  at least  two (2)  Business  Days'  notice of its
intention to make such public  disclosure and provides such intended  disclosure
to the Company.  No  Purchaser  shall have any  liability  to the  Company,  its
Subsidiaries, or any of its or their respective officers, directors,  employees,
shareholders or agents for any such disclosure.

     4.5 FORM D; BLUE SKY  FILINGS.  The Company  agrees to timely file a Form D
with respect to the Securities as required  under  Regulation D and to provide a
copy thereof to each Purchaser promptly after such filing. The Company shall, on
or before the Closing  Date,  take such action as the Company  shall  reasonably
determine is  necessary  in order to obtain an exemption  for, or to qualify the
Securities  for,  sale to the  Purchasers  at the  Closing  and  issuance to the
Purchasers pursuant to this Agreement under applicable  securities or "Blue Sky"


                                       23
<PAGE>

laws of the states of the United States,  and shall provide evidence of any such
action so taken to the  Purchasers on or prior to the Closing Date.  The Company
shall  make all  filings  and  reports  relating  to the  offer  and sale of the
Securities required under applicable securities or "Blue Sky" laws of the states
of the United States following the Closing Date.

     4.6  SHAREHOLDER  RIGHTS  PLAN.  No claim will be made or  enforced  by the
Company or, to the knowledge of the Company, any other Person that any Purchaser
is an "Acquiring  Person" under any  shareholder  rights plan or similar plan or
arrangement in effect or hereafter adopted by the Company, or that any Purchaser
could be deemed to trigger the  provisions of any such plan or  arrangement,  by
virtue of  receiving  Securities  under the  Transaction  Documents or under any
other  agreement  between  the  Company and the  Purchasers.  The Company  shall
conduct  its  business  in a manner so that it will not  become  subject  to the
Investment Company Act.

     4.7 NON-PUBLIC  INFORMATION.  The Company covenants and agrees that neither
it nor any other Person  acting on its behalf will provide any  Purchaser or its
agents or counsel with any  information  that the Company  believes  constitutes
material non-public information,  unless prior thereto such Purchaser shall have
executed  a written  agreement  regarding  the  confidentiality  and use of such
information.  The Company  understands and confirms that each Purchaser shall be
relying on the foregoing representations in effecting transactions in securities
of the Company.

     4.8 USE OF PROCEEDS.  Except as set forth on Schedule 4.8 attached  hereto,
the Company shall use the net proceeds from the sale of the Securities hereunder
for working capital purposes.

     4.9 REIMBURSEMENT. If any Purchaser becomes involved in any capacity in any
Proceeding by or against any Person who is a stockholder of the Company  (except
as a result of sales,  pledges,  margin sales and similar  transactions  by such
Purchaser to or with any current  stockholder or as a result of a breach of such
Purchaser's  representations,  warranties  or  covenants  under the  Transaction
Documents or any agreements or  understandings  such Purchaser may have with any
such  stockholder  or any  violations  by the  Purchaser  of  state  or  federal
securities laws or any conduct by such Purchaser which constitutes  fraud, gross
negligence,  willful  misconduct  or  malfeasance),  solely  as a result of such
Purchaser's acquisition of the Securities under this Agreement, the Company will
reimburse such Purchaser for its reasonable legal and other expenses  (including
the cost of any  investigation  preparation and travel in connection  therewith)
incurred  in  connection   therewith,   as  such  expenses  are  incurred.   The
reimbursement  obligations  of the  Company  under  this  paragraph  shall be in
addition to any  liability  which the Company may otherwise  have,  shall extend
upon the same terms and  conditions to any  Affiliates of the Purchasers who are
actually  named in such  action,  proceeding  or  investigation,  and  partners,
directors,  agents,  employees and controlling persons (if any), as the case may
be, of the  Purchasers  and any such  Affiliate,  and shall be binding  upon and
inure  to  the  benefit  of  any   successors,   assigns,   heirs  and  personal
representatives  of the Company,  the  Purchasers and any such Affiliate and any
such Person.  The Company also agrees that neither the  Purchasers  nor any such
Affiliates,  partners, directors, agents, employees or controlling persons shall
have any liability to the Company or any Person asserting claims on behalf of or


                                       24
<PAGE>

in right of the Company  solely as a result of acquiring  the  Securities  under
this  Agreement  (unless  such  claim  arises  primarily  from a breach  of such
Purchaser's  representations,  warranties  or  covenants  under the  Transaction
Documents or any agreements or  understandings  such Purchaser may have with any
such  stockholder  or any  violations  by the  Purchaser  of  state  or  federal
securities laws or any conduct by such Purchaser which constitutes  fraud, gross
negligence, willful misconduct or malfeasance).

     4.10  INDEMNIFICATION  OF  PURCHASERS.  Subject to the  provisions  of this
Section  4.10,  the Company will  indemnify  and hold the  Purchasers  and their
directors,  officers,  shareholders,  members,  partners,  employees  and agents
(each,  a  "Purchaser  Party")  harmless  from any and all losses,  liabilities,
obligations,  claims, contingencies,  damages, costs and expenses, including all
judgments,  amounts paid in settlements,  court costs and reasonable  attorneys'
fees and costs of  investigation  that any such  Purchaser  Party may  suffer or
incur  as  a  result  of  or   relating   to  (a)  any  breach  of  any  of  the
representations, warranties, covenants or agreements made by the Company in this
Agreement or in the other  Transaction  Documents  or (b) any action  instituted
against  a  Purchaser,  or any of them or their  respective  Affiliates,  by any
stockholder  of the  Company who is not an  Affiliate  of such  Purchaser,  with
respect to any of the  transactions  contemplated by the  Transaction  Documents
(unless such action is based upon a breach of such Purchaser's  representations,
warranties or covenants  under the  Transaction  Documents or any  agreements or
understandings  such  Purchaser  may  have  with  any  such  stockholder  or any
violations by the Purchaser of state or federal  securities  laws or any conduct
by such Purchaser which constitutes fraud, gross negligence,  willful misconduct
or  malfeasance).  If any action shall be brought against any Purchaser Party in
respect  of which  indemnity  may be sought  pursuant  to this  Agreement,  such
Purchaser  Party shall promptly  notify the Company in writing,  and the Company
shall  have the right to assume  the  defense  thereof  with  counsel of its own
choosing. Any Purchaser Party shall have the right to employ separate counsel in
any  such  action  and  participate  in the  defense  thereof,  but the fees and
expenses of such counsel shall be at the expense of such Purchaser  Party except
to the extent that (i) the employment  thereof has been specifically  authorized
by the Company in writing, (ii) the Company has failed after a reasonable period
of time to assume  such  defense  and to employ  counsel or (iii) in such action
there is,  in the  reasonable  opinion  of such  separate  counsel,  a  material
conflict  on any  material  issue  between  the  position of the Company and the
position  of such  Purchaser  Party.  The  Company  will  not be  liable  to any
Purchaser Party under this Agreement (i) for any settlement by a Purchaser Party
effected  without  the  Company's  prior  written  consent,  which  shall not be
unreasonably  withheld or delayed; or (ii) to the extent, but only to the extent
that a loss, claim, damage or liability is attributable to any Purchaser Party's
breach of any of the representations,  warranties,  covenants or agreements made
by the Purchasers in this Agreement or in the other Transaction Documents.

     4.11  RESERVATION OF COMMON STOCK.  As of the date hereof,  the Company has
reserved  and the Company  shall  continue to reserve and keep  available at all
times, free of preemptive  rights, a sufficient number of shares of Common Stock
for the  purpose of  enabling  the  Company  to issue  Shares  pursuant  to this
Agreement and Warrant Shares pursuant to any exercise of the Warrants.

     4.12 LISTING OF COMMON STOCK. The Company hereby agrees to use commercially
reasonable  efforts to  maintain  the  listing of the Common  Stock on a Trading
Market,  and as soon as  reasonably  practicable  following the Closing (but not
later than the earlier of the Effective  Date and the first  anniversary  of the
Closing  Date) to list all of the  Shares  and  Warrant  Shares on such  Trading
Market.  The Company further  agrees,  if the Company applies to have the Common


                                       25
<PAGE>

Stock traded on any other Trading  Market,  it will include in such  application
all of the  Shares and  Warrant  Shares,  and will take such other  action as is
necessary  to cause all of the  Shares and  Warrant  Shares to be listed on such
other Trading  Market as promptly as possible.  The Company will take all action
reasonably  necessary to continue the listing and trading of its Common Stock on
a Trading  Market and will comply in all respects with the Company's  reporting,
filing and other obligations under the bylaws or rules of the Trading Market.

     4.13 EQUAL TREATMENT OF PURCHASERS.  No  consideration  shall be offered or
paid to any  person  to amend or  consent  to a waiver  or  modification  of any
provision of any of the Transaction  Documents unless the same  consideration is
also  offered  to  all  of  the  parties  to  the  Transaction  Documents.   For
clarification  purposes,  this provision constitutes a separate right granted to
each Purchaser by the Company and negotiated  separately by each Purchaser,  and
is intended to treat for the Company the  Purchasers as a class and shall not in
any way be  construed  as the  Purchasers  acting in  concert or as a group with
respect to the purchase, disposition or voting of Securities or otherwise.

     4.14 SUBSEQUENT EQUITY SALES.

          (a) From the date hereof until the Effective Date, neither the Company
     nor any  Subsidiary  shall  issue  shares of Common  Stock or Common  Stock
     Equivalents;  provided,  however,  the restriction period set forth in this
     Section  4.14 shall be extended  for the number of Trading Days during such
     period in which following the Effective Date, the Registration Statement is
     not effective or the prospectus included in the Registration  Statement may
     not be used by the  Purchasers  for the resale of the  Shares  and  Warrant
     Shares. Any Purchaser shall be entitled to obtain injunctive relief against
     the  Company  to  preclude  any such  issuance,  which  remedy  shall be in
     addition to any right to collect damages.

          (b) Notwithstanding  the foregoing,  this Section 4.14 shall not apply
     in respect of an Exempt Issuance.

     4.15 SHORT SALES AND CONFIDENTIALITY  AFTER THE DATE HEREOF. Each Purchaser
severally and not jointly with the other  Purchasers  covenants  that neither it
nor any Affiliates acting on its behalf or pursuant to any understanding with it
will execute any Short Sales during the period after the time such Purchaser and
Roth Capital Partners,  LLC started discussing the transactions  contemplated in
this Agreement and ending at the time that the transactions contemplated by this
Agreement  are first  publicly  announced  as  described  in Section  4.4.  Each
Purchaser,  severally and not jointly with the other Purchasers,  covenants that
until such time as the transactions  contemplated by this Agreement are publicly
disclosed  by the Company as  described  in Section  4.4,  such  Purchaser  will
maintain,  the  confidentiality of all disclosures made to it in connection with
this  transaction  (including  the  existence  and  terms of this  transaction).
Notwithstanding the foregoing,  no Purchaser makes any representation,  warranty
or covenant  hereby that it will not engage in Short Sales in the  securities of
the Company after the time that the transactions  contemplated by this Agreement
are first publicly  announced as described in Section 4.4.  Notwithstanding  the
foregoing, in the case of a Purchaser that is a multi-managed investment vehicle


                                       26
<PAGE>

whereby separate portfolio managers manage separate portions of such Purchaser's
assets and the  portfolio  managers have no direct  knowledge of the  investment
decisions  made  by the  portfolio  managers  managing  other  portions  of such
Purchaser's  assets,  the covenant set forth above shall only apply with respect
to the  portion  of  assets  managed  by the  portfolio  manager  that  made the
investment decision to purchase the Securities covered by this Agreement.

     4.16 DELIVERY OF SECURITIES  AFTER CLOSING.  The Company shall deliver,  or
cause to be delivered,  the respective Securities purchased by each Purchaser to
such Purchaser within 3 Trading Days of the Closing Date.

                                   ARTICLE V.
                                  MISCELLANEOUS

     5.1 TERMINATION.  This Agreement may be terminated by any Purchaser,  as to
such Purchaser's obligations hereunder only and without any effect whatsoever on
the obligations between the Company and the other Purchasers,  by written notice
to the other  parties,  if the  Closing  has not been  consummated  on or before
August 1, 2005;  provided,  however,  that no such  termination  will affect the
right of any party to sue for any breach by the other party (or parties).

     5.2 FEES AND EXPENSES.  At the Closing, the Company has agreed to reimburse
Paul Weiss Rifkind Wharton & Garrison LLP ("Paul Weiss") the non-accountable sum
of $30,000, for its actual,  reasonable,  out-of-pocket legal fees and expenses.
The Company shall deliver,  prior to the Closing,  a completed and executed copy
of the Closing  Statement,  attached  hereto as Annex A. Except as expressly set
forth in the  Transaction  Documents to the  contrary,  each party shall pay the
fees and expenses of its advisers,  counsel,  accountants and other experts,  if
any, and all other expenses  incurred by such party incident to the negotiation,
preparation,  execution, delivery and performance of this Agreement. The Company
shall pay all transfer agent fees, stamp taxes and other taxes and duties levied
in connection with the delivery of any Securities.

     5.3 ENTIRE AGREEMENT. The Transaction Documents, together with the exhibits
and  schedules  thereto,  contain the entire  understanding  of the parties with
respect to the subject  matter  hereof and supersede  all prior  agreements  and
understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.

     5.4  NOTICES.  Any and all notices or other  communications  or  deliveries
required or permitted to be provided  hereunder shall be in writing and shall be
deemed given and effective on the earliest of (a) the date of  transmission,  if
such notice or  communication is delivered via facsimile at the facsimile number
set forth on the signature  pages  attached  hereto prior to 5:30 p.m. (New York
City  time)  on a  Trading  Day,  (b) the next  Trading  Day  after  the date of
transmission,  if such notice or communication is delivered via facsimile at the
facsimile  number set forth on the signature pages attached hereto on a day that
is not a Trading Day or later than 5:30 p.m. (New York City time) on any Trading
Day,  (c) the 2nd Trading  Day  following  the date of mailing,  if sent by U.S.
nationally  recognized  overnight courier service, or (d) upon actual receipt by
the party to whom such  notice is  required  to be given.  The  address for such
notices and communications shall be as set forth on the signature pages attached
hereto.



                                       27
<PAGE>

     5.5  AMENDMENTS;  WAIVERS.  No provision of this  Agreement  may be waived,
modified,  supplemented or amended except in a written instrument signed, in the
case of an  amendment,  by the Company and each  Purchaser  or, in the case of a
waiver,  by the party against whom enforcement of any such waiver is sought.  No
waiver of any default with respect to any provision, condition or requirement of
this  Agreement  shall be deemed to be a  continuing  waiver in the  future or a
waiver of any subsequent  default or a waiver of any other provision,  condition
or  requirement  hereof,  nor  shall any delay or  omission  of either  party to
exercise  any right  hereunder  in any manner  impair the  exercise  of any such
right.

     5.6  HEADINGS.  The  headings  herein  are  for  convenience  only,  do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof. The language used in this Agreement will be deemed
to be the language chosen by the parties to express their mutual intent,  and no
rules of strict construction will be applied against any party.

     5.7 SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and inure
to the benefit of the parties and their  successors and permitted  assigns.  The
Company may not assign this  Agreement  or any rights or  obligations  hereunder
without the prior written  consent of each  Purchaser.  Any Purchaser may assign
any or all of its  rights  under  this  Agreement  to any  Person  to whom  such
Purchaser  assigns or transfers any Securities,  provided such transferee agrees
in  writing to be bound,  with  respect to the  transferred  Securities,  by the
provisions hereof that apply to the "Purchasers".

     5.8 NO  THIRD-PARTY  BENEFICIARIES.  This  Agreement  is  intended  for the
benefit of the parties  hereto and their  respective  successors  and  permitted
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other Person, except as otherwise set forth in Section 4.9.

     5.9 GOVERNING  LAW. All questions  concerning the  construction,  validity,
enforcement and interpretation of the Transaction Documents shall be governed by
and construed and enforced in accordance  with the internal laws of the State of
New York,  without  regard to the  principles of conflicts of law thereof.  Each
party  agrees  that  all  legal  proceedings   concerning  the  interpretations,
enforcement and defense of the  transactions  contemplated by this Agreement and
any other Transaction  Documents  (whether brought against a party hereto or its
respective affiliates,  directors, officers, shareholders,  employees or agents)
shall be commenced  exclusively  in the state and federal  courts sitting in the
City of New  York.  Each  party  hereby  irrevocably  submits  to the  exclusive
jurisdiction  of the state and federal  courts  sitting in the City of New York,
borough  of  Manhattan  for the  adjudication  of any  dispute  hereunder  or in
connection  herewith or with any  transaction  contemplated  hereby or discussed
herein  (including  with respect to the  enforcement  of any of the  Transaction
Documents), and hereby irrevocably waives, and agrees not to assert in any suit,
action  or  proceeding,  any  claim  that it is not  personally  subject  to the
jurisdiction of any such court, that such suit, action or proceeding is improper
or inconvenient venue for such proceeding.  Each party hereby irrevocably waives
personal  service of process and  consents to process  being  served in any such
suit, action or proceeding by mailing a copy thereof via registered or certified
mail or  overnight  delivery  (with  evidence of  delivery) to such party at the


                                       28
<PAGE>

address in effect for  notices to it under this  Agreement  and agrees that such
service  shall  constitute  good and  sufficient  service of process  and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve  process in any manner  permitted by law. The parties  hereby waive all
rights  to a trial  by jury.  If  either  party  shall  commence  an  action  or
proceeding to enforce any  provisions  of the  Transaction  Documents,  then the
prevailing  party in such action or proceeding  shall be reimbursed by the other
party for its  attorneys'  fees and other costs and expenses  incurred  with the
investigation, preparation and prosecution of such action or proceeding.

     5.10  SURVIVAL.  The  representations,   warranties,  covenants  and  other
agreements  contained  herein shall  survive the Closing and the delivery of the
Shares and Warrant Shares.

     5.11 EXECUTION. This Agreement may be executed in two or more counterparts,
all of which when taken  together shall be considered one and the same agreement
and shall become effective when  counterparts have been signed by each party and
delivered to the other  party,  it being  understood  that both parties need not
sign the same  counterpart.  In the event that any  signature  is  delivered  by
facsimile  transmission,  such  signature  shall  create  a  valid  and  binding
obligation  of the  party  executing  (or on  whose  behalf  such  signature  is
executed)  with the same force and effect as if such  facsimile  signature  page
were an original thereof.

     5.12 SEVERABILITY. If any provision of this Agreement is held to be invalid
or  unenforceable  in  any  respect,  the  validity  and  enforceability  of the
remaining  terms  and  provisions  of  this  Agreement  shall  not in any way be
affected or impaired  thereby and the parties will attempt to agree upon a valid
and enforceable provision that is a reasonable substitute therefor,  and upon so
agreeing, shall incorporate such substitute provision in this Agreement.

     5.13  RESCISSION  AND  WITHDRAWAL  RIGHT.  Notwithstanding  anything to the
contrary  contained in (and  without  limiting  any similar  provisions  of) the
Transaction  Documents,  whenever  any  Purchaser  exercises a right,  election,
demand or option  under a  Transaction  Document and the Company does not timely
perform its related  obligations within the periods therein provided,  then such
Purchaser may rescind or withdraw, in its sole discretion from time to time upon
written notice to the Company, any relevant notice,  demand or election in whole
or in part  without  prejudice  to its  future  actions  and  rights;  provided,
however,  in the case of a rescission  of exercise of a Warrant,  the  Purchaser
shall be  required  to return  any  shares of Common  Stock  subject to any such
rescinded exercise notice.

     5.14 REPLACEMENT OF SECURITIES. If any certificate or instrument evidencing
any Securities is mutilated,  lost, stolen or destroyed, the Company shall issue
or cause to be issued in exchange  and  substitution  for and upon  cancellation
thereof,  or  in  lieu  of  and  substitution  therefor,  a new  certificate  or
instrument,  but only upon receipt of evidence  reasonably  satisfactory  to the
Company  of such  loss,  theft  or  destruction  and  customary  and  reasonable
indemnity,  if requested.  The  applicants  for a new  certificate or instrument
under  such  circumstances  shall  also  pay any  reasonable  third-party  costs
associated with the issuance of such replacement Securities.

     5.15  REMEDIES.  In  addition  to being  entitled  to  exercise  all rights
provided herein or granted by law,  including  recovery of damages,  each of the
Purchasers  and the Company will be entitled to specific  performance  under the
Transaction  Documents.  The  parties  agree that  monetary  damages  may not be


                                       29
<PAGE>

adequate  compensation  for  any  loss  incurred  by  reason  of any  breach  of
obligations  described in the  foregoing  sentence and hereby agrees to waive in
any action for specific  performance  of any such  obligation the defense that a
remedy at law would be adequate.

     5.16 PAYMENT SET ASIDE.  To the extent that the Company  makes a payment or
payments to any Purchaser  pursuant to any  Transaction  Document or a Purchaser
enforces or exercises its rights thereunder, and such payment or payments or the
proceeds of such  enforcement  or exercise or any part thereof are  subsequently
invalidated,  declared to be fraudulent or  preferential,  set aside,  recovered
from, disgorged by or are required to be refunded,  repaid or otherwise restored
to the  Company,  a  trustee,  receiver  or  any  other  person  under  any  law
(including, without limitation, any bankruptcy law, state or federal law, common
law or equitable  cause of action),  then to the extent of any such  restoration
the  obligation  or part thereof  originally  intended to be satisfied  shall be
revived and  continued  in full force and effect as if such payment had not been
made or such enforcement or setoff had not occurred.

     5.17  INDEPENDENT  NATURE  OF  PURCHASERS'   OBLIGATIONS  AND  RIGHTS.  The
obligations of each Purchaser under any Transaction Document are several and not
joint with the  obligations of any other  Purchaser,  and no Purchaser  shall be
responsible  in any way for the  performance  of the  obligations  of any  other
Purchaser under any Transaction  Document.  Nothing  contained  herein or in any
Transaction  Document,  and no action taken by any Purchaser  pursuant  thereto,
shall be deemed to constitute the Purchasers as a partnership, an association, a
joint  venture  or any other kind of entity,  or create a  presumption  that the
Purchasers  are in any way acting in concert or as a group with  respect to such
obligations or the transactions  contemplated by the Transaction Documents. Each
Purchaser  shall be  entitled to  independently  protect and enforce its rights,
including without limitation, the rights arising out of this Agreement or out of
the other  Transaction  Documents,  and it shall not be necessary  for any other
Purchaser  to be  joined  as an  additional  party  in any  proceeding  for such
purpose.  Each Purchaser has been  represented by its own separate legal counsel
in their review and  negotiation of the  Transaction  Documents.  For reasons of
administrative  convenience only,  Purchasers and their respective  counsel have
chosen to communicate with the Company through Roth Capital Partners, LLC. Paul,
Weiss, Rifkind,  Wharton & Garrison LLP does not represent all of the Purchasers
but only Angelo,  Gordon & Co. The Company has elected to provide all Purchasers
with the same terms and Transaction Documents for the convenience of the Company
and not because it was required or requested to do so by the Purchasers.

     5.18  LIQUIDATED  DAMAGES.  The  Company's  obligations  to pay any partial
liquidated  damages or other amounts owing under the Transaction  Documents is a
continuing  obligation of the Company and shall not  terminate  until all unpaid
partial liquidated damages and other amounts have been paid  notwithstanding the
fact that the instrument or security  pursuant to which such partial  liquidated
damages or other amounts are due and payable shall have been canceled.

     5.19  CONSTRUCTION.  The  parties  agree  that  each of them  and/or  their
respective counsel has reviewed and had an opportunity to revise the Transaction
Documents and, therefore, the normal rule of construction to the effect that any


                                       30
<PAGE>

ambiguities are to be resolved  against the drafting party shall not be employed
in the interpretation of the Transaction Documents or any amendments hereto.

                            (Signature Pages Follow)




























                                       31
<PAGE>



     IN WITNESS WHEREOF, the parties hereto have caused this Securities Purchase
Agreement to be duly executed by their respective  authorized  signatories as of
the date first indicated above.


ACCESS INTEGRATED TECHNOLOGIES, INC.                   Address for Notice:
                                                       55 Madison Ave., Suite 30
                                                       Morristown, N.J. 07960
By:           /s/ A. Dale Mayo
          -------------------------------------------
Name:  A. Dale Mayo
Title: Chief Executive Officer

With a copy to (which shall not constitute notice):






                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                      SIGNATURE PAGE FOR PURCHASER FOLLOWS]





















                                       32
<PAGE>


       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser: LEONARDO L.P.
                   -------------------------------------------------------------
SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:

     By:  LEONARDO CAPITAL MANAGEMENT, INC.
          ----------------------------------------------------------------------
          Its:  GENERAL PARTNER
                ----------------------------------------------------------------
     By:  ANGELO, GORDON & CO., L.P.
          ----------------------------------------------------------------------
          Its:  DIRECTOR
                ----------------------------------------------------------------
Name of Authorized Signatory:   /S/ MICHAEL L. GORDON
                              --------------------------------------------------
Title of Authorized Signatory:   CHIEF OPERATING OFFICER
                               -------------------------------------------------
Email Address of Purchaser:   GWOLF@ANGELOGORDON.COM
                            ----------------------------------------------------

Address for Notice of Purchaser:

                  245 Park Avenue - 26th Floor
                  New York, NY 10167

Address for Delivery of Securities for Purchaser (if not same as above):




Subscription Amount:  $6,800,005.00
Shares:  715,790
Warrant Shares: 178,947
EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]


                                       33
<PAGE>


       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser:   HARE & CO. F/B/O JOHN HANCOCK SMALL CAP EQUITY FUND
                   -------------------------------------------------------------
SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:   /S/ ISMAIL GUNES
                                                --------------------------------
Name of Authorized Signatory:   ISMAIL GUNES
                              --------------------------------------------------
Title of Authorized Signatory:   DIRECTOR OF OPERATIONS
                               -------------------------------------------------
Email Address of Purchaser:  IGUNES@JHANCOCK.COM
                           -----------------------------------------------------

Address for Notice of Purchaser:

                  c/o John Hancock Advisors, LLC
                  101 Huntington Ave., 7th Fl.
                  Boston, MA 02199-7603

Address for Delivery of Securities for Purchaser (if not same as above):

                  The Bank of New York
                  One Wall Street, Third Floor
                  Window A
                  New York, NY 10286
                  John Hancock Small Cap Equity Fund, Account #127226

Subscription Amount:  $2,850,000.00
Shares:  300,000
Warrant Shares:  75,000
EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]



                                       33
<PAGE>


       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser:   BASSO FUND LTD.
                   -------------------------------------------------------------
SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:   /S/ HOWARD I. FISCHER
                                                --------------------------------
Name of Authorized Signatory:   HOWARD I. FISCHER
                              --------------------------------------------------
Title of Authorized Signatory:   AUTHORIZED SIGNATORY
                               -------------------------------------------------
Email Address of Purchaser:  PIPES@BASSOCAP.COM
                           -----------------------------------------------------

Address for Notice of Purchaser:

                  Basso Capital Management, L.P.
                  1266 East Main Street
                  Stamford, CT 06902

Address for Delivery of Securities for Purchaser (if not same as above):

Subscription Amount:  $1,124,999.50
Shares:  118,421
Warrant Shares:  29,606
EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]


                                       33
<PAGE>


       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser:   BASSO PRIVATE OPPORTUNITY HOLDING FUND LTD.
                   -------------------------------------------------------------
SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:   /S/ HOWARD I. FISCHER
                                                --------------------------------
Name of Authorized Signatory:   HOWARD I. FISCHER
                              --------------------------------------------------
Title of Authorized Signatory:   AUTHORIZED SIGNATORY
                               -------------------------------------------------
Email Address of Purchaser:  PIPES@BASSOCAP.COM
                           -----------------------------------------------------

Address for Notice of Purchaser:

                  Basso Capital Management, L.P.
                  1266 East Main Street
                  Stamford, CT 06902

Address for Delivery of Securities for Purchaser (if not same as above):




Subscription Amount:  $720,005
Shares:  75,790
Warrant Shares:  18,947
EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]


                                       33
<PAGE>


       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser:   BASSO MULTI-STRATEGY HOLDING FUND LTD.
                   -------------------------------------------------------------
SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:   /S/ HOWARD I. FISCHER
                                                --------------------------------
Name of Authorized Signatory:   HOWARD I. FISCHER
                              --------------------------------------------------
Title of Authorized Signatory:   AUTHORIZED SIGNATORY
                               -------------------------------------------------
Email Address of Purchaser:  PIPES@BASSOCAP.COM
                           -----------------------------------------------------

Address for Notice of Purchaser:

                  Basso Capital Management, L.P.
                  1266 East Main Street
                  Stamford, CT 06902

Address for Delivery of Securities for Purchaser (if not same as above):




Subscription Amount:  $404,994.50
Shares:  42,631
Warrant Shares:  10,657
EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]



                                       33
<PAGE>


       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.\
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser:   BONANZA MASTER FUND LTD.
                   -------------------------------------------------------------
SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:   /S/ BRIAN LADIN
                                                --------------------------------
Name of Authorized Signatory:   BRIAN LADIN
                              --------------------------------------------------
Title of Authorized Signatory:   MANAGING DIRECTOR
                               -------------------------------------------------
Email Address of Purchaser:  BLADIN@BONANZACAPITAL.COM
                           -----------------------------------------------------

Address for Notice of Purchaser:

                  300 Crescent Court, Suite 1740
                  Dallas, TX 75201

Address for Delivery of Securities for Purchaser (if not same as above):




Subscription Amount:  $1,500,002.50
Shares:  157,895
Warrant Shares:  39,474
EIN Number: [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]


                                       33
<PAGE>


       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.\
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser:   LAGUNITAS PARTNERS LP
                   -------------------------------------------------------------
SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:   /S/ J. PATTERSON MCBAINE
                                                --------------------------------
Name of Authorized Signatory:   GRUBER & MCBAINE CAPITAL MANAGEMENT
                              --------------------------------------------------
Title of Authorized Signatory:   GENERAL PARTNER
                               -------------------------------------------------
Email Address of Purchaser:
                           -----------------------------------------------------

Address for Notice of Purchaser:

                  Gruber & McBaine Capital Management
                  50 Osgood PL-PH
                  San Francisco, CA 94133

Address for Delivery of Securities for Purchaser (if not same as above):





Subscription Amount:  $674,994.00
Shares:  71,052
Warrant Shares:  17,763
EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]



                                       33
<PAGE>


       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser:   GRUBER & MCBAINE INTERNATIONAL
                   -------------------------------------------------------------
SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:   /S/ J. PATTERSON MCBAINE
                                                --------------------------------
Name of Authorized Signatory:   GRUBER & MCBAINE INTERNATIONAL
                              --------------------------------------------------
Title of Authorized Signatory:   INVESTMENT ADVISOR
                               -------------------------------------------------
Email Address of Purchaser:
                           -----------------------------------------------------

Address for Notice of Purchaser:

                  Gruber & McBaine Capital Management
                  50 Osgood PL-PH
                  San Francisco, CA 94133

Address for Delivery of Securities for Purchaser (if not same as above):




Subscription Amount:  $125,010.50
Shares:  13,159
Warrant Shares:  3,289
EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]


                                       33
<PAGE>


       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser:   BERMAN BRAND & WEINER PARTNERSHIP
                   -------------------------------------------------------------
SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:   /S/ J. PATTERSON MCBAINE
                                                --------------------------------
Name of Authorized Signatory:   GRUBER & MCBAINE CAPITAL MANAGEMENT
                              --------------------------------------------------
Title of Authorized Signatory:   INVESTMENT ADVISOR
                               -------------------------------------------------
Email Address of Purchaser:
                           -----------------------------------------------------

Address for Notice of Purchaser:

                  Gruber & McBaine Capital Management
                  50 Osgood PL-PH
                  San Francisco, CA 94133

Address for Delivery of Securities for Purchaser (if not same as above):





Subscription Amount:  $17,983.50
Shares:  1,893
Warrant Shares:  473
EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]


                                       33
<PAGE>


       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser:   DONAGHY SALES INC.
                   -------------------------------------------------------------
SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:   /S/ J. PATTERSON MCBAINE
                                                --------------------------------
Name of Authorized Signatory:   GRUBER & MCBAINE CAPITAL MANAGEMENT
                              --------------------------------------------------
Title of Authorized Signatory:   INVESTMENT ADVISOR
                               -------------------------------------------------
Email Address of Purchaser:
                           -----------------------------------------------------

Address for Notice of Purchaser:

                  Gruber & McBaine Capital Management
                  50 Osgood PL-PH
                  San Francisco, CA 94133

Address for Delivery of Securities for Purchaser (if not same as above):





Subscription Amount:  $59,992.00
Shares:  6,315
Warrant Shares:  1,578
EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]


                                       33
<PAGE>



       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser:   TTEES HAMILTON COLLEGE
                   -------------------------------------------------------------
SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:   /S/ J. PATTERSON MCBAINE
                                                --------------------------------
Name of Authorized Signatory:   GRUBER & MCBAINE CAPITAL MANAGEMENT
                              --------------------------------------------------
Title of Authorized Signatory:   INVESTMENT ADVISOR
                               -------------------------------------------------
Email Address of Purchaser:
                           -----------------------------------------------------

Address for Notice of Purchaser:

                  Gruber & McBaine Capital Management
                  50 Osgood PL-PH
                  San Francisco, CA 94133

Address for Delivery of Securities for Purchaser (if not same as above):

Subscription Amount:  $120,004
Shares:  12,632
Warrant Shares:  3,158

EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]


                                       33
<PAGE>



       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser:   THE WALLACE FOUNDATION
                   -------------------------------------------------------------
SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:   /S/ J. PATTERSON MCBAINE
                                                --------------------------------
Name of Authorized Signatory:   GRUBER & MCBAINE CAPITAL MANAGEMENT
                              --------------------------------------------------
Title of Authorized Signatory:   INVESTMENT ADVISOR
                               -------------------------------------------------
Email Address of Purchaser:
                           -----------------------------------------------------

Address for Notice of Purchaser:

                  Gruber & McBaine Capital Management
                  50 Osgood PL-PH
                  San Francisco, CA 94133

Address for Delivery of Securities for Purchaser (if not same as above):




Subscription Amount:  $82,013.50
Shares:  8,633
Warrant Shares:  2,158
EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]


                                       33
<PAGE>


       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser:   J. PATTERSON MCBAINE
                   -------------------------------------------------------------
SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:   /S/ J. PATTERSON MCBAINE
                                                --------------------------------
Name of Authorized Signatory:   J. PATTERSON MCBAINE
                              --------------------------------------------------
Title of Authorized Signatory:
                               -------------------------------------------------
Email Address of Purchaser:
                           -----------------------------------------------------

Address for Notice of Purchaser:

                  Gruber & McBaine Capital Management
                  50 Osgood PL-PH
                  San Francisco, CA 94133

Address for Delivery of Securities for Purchaser (if not same as above):





Subscription Amount:  $134,995
Shares:  14,210
Warrant Shares:  3,552
EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]


                                       33
<PAGE>


       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser:   JON D. & LINDA W. GRUBER TRUST
                   -------------------------------------------------------------
SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:
                                                --------------------------------
Name of Authorized Signatory:   JON D. GRUBER
                              --------------------------------------------------
Title of Authorized Signatory:   TTEE
                               -------------------------------------------------
Email Address of Purchaser:  JON D. GRUBER
                           -----------------------------------------------------

Address for Notice of Purchaser:

                  Gruber & McBaine Capital Management
                  50 Osgood PL-PH
                  San Francisco, CA 94133

Address for Delivery of Securities for Purchaser (if not same as above):




Subscription Amount:  $134,995
Shares:  14,210
Warrant Shares:  3,552

EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]


                                       33
<PAGE>
1

       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser:   JMG TRITON OFFSHORE FUND LTD.
                   -------------------------------------------------------------
SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:   /S/ JONATHAN GLASER
                                                --------------------------------
Name of Authorized Signatory:   JONATHAN GLASER
                              --------------------------------------------------
Title of Authorized Signatory:   MEMBER MANAGER OF THE INVESTMENT MANAGER
                               -------------------------------------------------
Email Address of Purchaser:  JON@JMGCAPITAL.COM  NOELLE@JMGCAPITAL.COM
                           -----------------------------------------------------

Address for Notice of Purchaser:

                  11601 Wilshire Blvd. Ste. 2180
                  Los Angeles, CA  90025


Address for Delivery of Securities for Purchaser (if not same as above):




Subscription Amount:  $560,500.00
Shares:  59,000
Warrant Shares:  14,750
EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]


                                       33
<PAGE>



       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser:   JMG CAPITAL PARTNERS, LP
                   -------------------------------------------------------------
SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:   /S/ JONATHAN GLASER
                                                --------------------------------
Name of Authorized Signatory:   JONATHAN GLASER
                              --------------------------------------------------
Title of Authorized Signatory:   MEMBER MANAGER OF THE GP
                               -------------------------------------------------
Email Address of Purchaser:  JON@JMGCAPITAL.COM   NOELLE@JMGCAPITAL.COM
                           -----------------------------------------------------

Address for Notice of Purchaser:

                  11601 Wilshire Blvd. Ste. 2180
                  Los Angeles, CA  90025


Address for Delivery of Securities for Purchaser (if not same as above):




Subscription Amount:  $560,500.00
Shares:  59,000
Warrant Shares:  14,750
EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]


                                       33
<PAGE>



       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser:   ALEXANDRA GLOBAL MASTER FUND LTD.
                   -------------------------------------------------------------
SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:   /S/ GENA LOVETT
                                                --------------------------------
Name of Authorized Signatory:   GENA LOVETT
                              --------------------------------------------------
Title of Authorized Signatory:   COO
                               -------------------------------------------------
Email Address of Purchaser:  LOVETT@ALEXANDRA.NET
                           -----------------------------------------------------

Address for Notice of Purchaser:

                  767 Third Ave., 6th Floor
                  New York, NY 10017

Address for Delivery of Securities for Purchaser (if not same as above):




Subscription Amount:  $749,996.50
Shares:  78,947
Warrant Shares:  19,736
EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]


                                       33
<PAGE>



       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser:   SMITHFIELD FIDUCIARY LLC
                   -------------------------------------------------------------
SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:   /S/ ADAM J. CHILL
                                                --------------------------------
Name of Authorized Signatory:    ADAM J. CHILL
                              --------------------------------------------------
Title of Authorized Signatory:   AUTHORIZED SIGNATORY
                               -------------------------------------------------
Email Address of Purchaser:  ARI.STORCH@HCMNY.COM / ADAM.CHILL@HCMNY.COM
                           -----------------------------------------------------

Address for Notice of Purchaser:

                  c/o Highbridge Capital Management, LLC
                  9 West 57th Street, 27th Floor
                  New York, New York 10019
                  Tel:  (212) 287-4720
                  Fax:  (212) 751-0755
                  Attention:  Ari J. Storch / Adam J. Chill

Address for Delivery of Securities for Purchaser (if not same as above):





Subscription Amount:  $500,004.00
Shares:  52,632
Warrant Shares:  13,158
EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]


                                       33

<PAGE>

       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser:   NORTHWOOD CAPITAL PARTNERS, LP
                   -------------------------------------------------------------
SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:   /S/ R. A. BERLACHER
                                                --------------------------------
Name of Authorized Signatory:   ROBERT A. BERLACHER
                              --------------------------------------------------
Title of Authorized Signatory:   MGR.
                               -------------------------------------------------
Email Address of Purchaser:  BBERLACHER@AOL.COM
                           -----------------------------------------------------

Address for Notice of Purchaser:

                  1150 First Avenue, Suite 600
                  King of Prussia, PA  19406

Address for Delivery of Securities for Purchaser (if not same as above):





Subscription Amount:  $380,000
Shares:  40,000
Warrant Shares:  10,000
EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]


                                       33
<PAGE>



       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser:   TRUK OPPORTUNITY FUND, LLC
                   -------------------------------------------------------------

                           By:  Atoll Asset Management, LLC

SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:   /S/ STEPHEN E. SALTZSTEIN
                                                --------------------------------
Name of Authorized Signatory:   STEPHEN E. SALTZSTEIN
                              --------------------------------------------------
Title of Authorized Signatory:   PRINCIPAL
                               -------------------------------------------------
Email Address of Purchaser:  SSALT@RAMCAPITAL.COM
                           -----------------------------------------------------

Address for Notice of Purchaser:

                  One East 52nd Street
                  Sixth Floor
                  New York, NY 10022

Address for Delivery of Securities for Purchaser (if not same as above):





Subscription Amount:  $267,900.00
Shares:  28,200
Warrant Shares:  7,050
EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]



                                       33
<PAGE>


       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser:   TRUK INTERNATIONAL FUND, LP
                   -------------------------------------------------------------

                           By:  Atoll Asset Management, LLC

SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:   /S/ STEPHEN E. SALTZSTEIN
                                                --------------------------------
Name of Authorized Signatory:   STEPHEN E. SALTZSTEIN
                              --------------------------------------------------
Title of Authorized Signatory:   PRINCIPAL
                               -------------------------------------------------
Email Address of Purchaser:  SSALT@RAMCAPITAL.COM
                           -----------------------------------------------------

Address for Notice of Purchaser:

                  One East 52nd Street
                  Sixth Floor
                  New York, NY 10022

Address for Delivery of Securities for Purchaser (if not same as above):




Subscription Amount:  $17,100.00
Shares:  1,800
Warrant Shares:  450
EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]



                                       33
<PAGE>


       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser:   OMICRON MASTER TRUST
                   -------------------------------------------------------------
SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:   /S/ BRUCE BERNSTEIN
                                                --------------------------------
Name of Authorized Signatory:    BRUCE BERNSTEIN
                              --------------------------------------------------
Title of Authorized Signatory:   MANAGING PARTNER
                               -------------------------------------------------
Email Address of Purchaser:  BB@OMICRONCAPITAL.COM
                           -----------------------------------------------------

Address for Notice of Purchaser:

                  650 Fifth Ave, 24th Fl
                  New York, NY 10019
                  Tel: (212) 258-2302
                  Fax: (212) 258-2315
                  Attn: Brian Daly
                  E-mail: bd@omicroncapital.com

Address for Delivery of Securities for Purchaser (if not same as above):






Subscription Amount:  $249,992.50
Shares:  26,315
Warrant Shares:  6,579
EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]


                                       33
<PAGE>



       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser:   KIRCHER FAMILY TRUST DTD 3-24-04
                   -------------------------------------------------------------
SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:   /S/ STEPHEN C. KIRCHER
                                                --------------------------------
Name of Authorized Signatory:   STEPHEN C. KIRCHER
                              --------------------------------------------------
Title of Authorized Signatory:   TRUSTEE
                               -------------------------------------------------
Email Address of Purchaser:  SKIRCHER@IDWUSA.COM
                           -----------------------------------------------------

Address for Notice of Purchaser:

                  6000 Greystone Place
                  Granite Bay, CA 95746

Address for Delivery of Securities for Purchaser (if not same as above):






Subscription Amount:  $74,955.00
Shares:  7,890
Warrant Shares:  1,972
EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]



                                       33
<PAGE>


       [PURCHASER SIGNATURE PAGES TO ACCESS INTEGRATED TECHNOLOGIES, INC.
                         SECURITIES PURCHASE AGREEMENT]

         IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this  Securities
Purchase   Agreement  to  be  duly  executed  by  their  respective   authorized
signatories as of the date first indicated above.

Name of Purchaser:   KIRCHER FAMILY FOUNDATION INC.
                   -------------------------------------------------------------
SIGNATURE OF AUTHORIZED SIGNATORY OF PURCHASER:   /S/ STEPHEN C. KIRCHER
                                                --------------------------------
Name of Authorized Signatory:   STEPHEN C. KIRCHER
                              --------------------------------------------------
Title of Authorized Signatory:   PRESIDENT
                               -------------------------------------------------
Email Address of Purchaser:  JKIRCHER@IDWUSA.COM
                           -----------------------------------------------------

Address for Notice of Purchaser:

                  6000 Greystone Place
                  Granite Bay, CA 95746

Address for Delivery of Securities for Purchaser (if not same as above):





Subscription Amount:  $25,650.00
Shares:  2,700
Warrant Shares:  675
EIN Number:  [PROVIDE THIS UNDER SEPARATE COVER]

                           [SIGNATURE PAGES CONTINUE]




                                       33

<PAGE>


                                                                         Annex A

                                CLOSING STATEMENT

Pursuant to the attached  Securities  Purchase  Agreement,  dated as of the date
hereto,  the purchasers  shall purchase up to $[___________] of Common Stock and
Warrants from ACCESS Integrated  Technologies,  Inc. (the "Company").  All funds
will be wired into a trust account  maintained by  ____________,  counsel to the
Company. All funds will be disbursed in accordance with this Closing Statement.

Disbursement Date:    [________] ___, 2005


I.   PURCHASE PRICE

                Gross Proceeds to be Received in Trust                  $

II.  DISBURSEMENTS

                                                                        $
                                                                        $
                                                                        $
                                                                        $
                                                                        $

Total Amount Disbursed:                                                 $



WIRE INSTRUCTIONS:


To: _____________________________________





To: _____________________________________



                                       34
