                                                                    Exhibit 4.20



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

                          COMMON STOCK PURCHASE WARRANT

            To Purchase __________ Shares of Class A Common Stock of

                      ACCESS INTEGRATED TECHNOLOGIES, INC.

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

     SECTION 1. DEFINITIONS.  Capitalized  terms  used and not otherwise defined
herein shall have the meanings  set forth in that  certain  Securities  Purchase
Agreement (the "Purchase Agreement"), dated July 19, 2005, among the Company and
the purchasers signatory thereto.

     SECTION 2. EXERCISE.

          (a) EXERCISE OF WARRANT.  Exercise of the purchase rights  represented
     by this Warrant may be made,  in whole or in part,  at any time or times on
     or after the Initial Exercise Date and on or before the Termination Date by
     delivery to the Company of a duly executed  facsimile copy of the Notice of
     Exercise Form annexed hereto (or such other office or agency of the Company
     as it may  designate by notice in writing to the  registered  Holder at the
     address of such Holder  appearing on the books of the  Company);  provided,
     however,  within 5 Trading  Days of the date said  Notice  of  Exercise  is


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     delivered to the Company, the Holder shall have surrendered this Warrant to
     the Company and the Company  shall have  received  payment of the aggregate
     Exercise  Price  of the  shares  thereby  purchased  by  wire  transfer  or
     cashier's check drawn on a United States bank.

          (b) EXERCISE PRICE.  The exercise price of the Common Stock under this
     Warrant shall be $11.00,  subject to adjustment  hereunder  (the  "Exercise
     Price").

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

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

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

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

          (d)  EXERCISE LIMITATIONS.

                    (i) HOLDER'S RESTRICTIONS. A Holder shall not have the right
               to exercise any portion of this Warrant, pursuant to Section 2(c)
               or  otherwise,  to the extent  that after  giving  effect to such
               issuance after exercise, such Holder (together with such Holder's
               Affiliates),  as set forth on the applicable  Notice of Exercise,
               would beneficially own in excess of 4.99% of the number of shares
               of the Common Stock  outstanding  immediately after giving effect
               to such  issuance.  For purposes of the foregoing  sentence,  the
               number  of  shares of  Common  Stock  beneficially  owned by such
               Holder and its  Affiliates  shall include the number of shares of
               Common Stock  issuable upon exercise of this Warrant with respect
               to which the  determination  of such sentence is being made,  but
               shall exclude the number of shares of Common Stock which would be
               issuable upon (A) exercise of the remaining, nonexercised portion
               of this Warrant  beneficially  owned by such Holder or any of its
               Affiliates  and (B) exercise or conversion of the  unexercised or
               nonconverted  portion  of any  other  securities  of the  Company
               (including,  without  limitation,  any  debentures  or  Warrants)
               subject to a limitation on  conversion  or exercise  analogous to
               the limitation contained herein beneficially owned by such Holder
               or any of its  Affiliates.  Except as set forth in the  preceding
               sentence,  for  purposes  of  this  Section  2(d)(i),  beneficial
               ownership shall be calculated in accordance with Section 13(d) of
               the  Exchange  Act,  it being  acknowledged  by a Holder that the
               Company is not  representing to such Holder that such calculation


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<PAGE>

               is in compliance  with Section 13(d) of the Exchange Act and such
               Holder is solely  responsible  for any  schedules  required to be
               filed in accordance therewith.  To the extent that the limitation
               contained in this  Section 2(d)  applies,  the  determination  of
               whether  this  Warrant  is  exercisable  (in  relation  to  other
               securities  owned by such  Holder) and of which a portion of this
               Warrant  is  exercisable  shall  be in the sole  discretion  of a
               Holder,  and the  submission  of a Notice  of  Exercise  shall be
               deemed to be each Holder's  determination of whether this Warrant
               is  exercisable  (in relation to other  securities  owned by such
               Holder) and of which portion of this Warrant is  exercisable,  in
               each case subject to such aggregate  percentage  limitation,  and
               the  Company  shall have no  obligation  to verify or confirm the
               accuracy of such  determination.  For  purposes  of this  Section
               2(d), in determining  the number of outstanding  shares of Common
               Stock, a Holder may rely on the number of  outstanding  shares of
               Common Stock as reflected in (x) the  Company's  most recent Form
               10-QSB  or Form  10-KSB,  as the case may be,  (y) a more  recent
               public announcement by the Company or (z) any other notice by the
               Company or the Company's  transfer agent setting forth the number
               of shares of Common Stock  outstanding.  Upon the written or oral
               request of a Holder,  the Company  shall  within two Trading Days
               confirm orally and in writing to such Holder the number of shares
               of Common  Stock  then  outstanding.  In any case,  the number of
               outstanding  shares of Common  Stock  shall be  determined  after
               giving effect to the  conversion or exercise of securities of the
               Company, including this Warrant, by such Holder or its Affiliates
               since the date as of which such number of  outstanding  shares of
               Common Stock was  reported.  The  provisions of this Section 2(d)
               may be waived by such  Holder,  at the  election of such  Holder,
               upon not less than 61 days' prior notice to the Company,  and the
               provisions  of this  Section  2(d) shall  continue to apply until
               such 61st day (or such later date,  as determined by such Holder,
               as may be specified in such notice of waiver).

                    (ii)  TRADING  MARKET  RESTRICTIONS.  If the Company has not
               obtained  Shareholder  Approval (as defined below) if required by
               the  applicable  rules and  regulations of the Trading Market (or
               any  successor  entity),  then the  Company  may not  issue  upon
               exercise  of this  Warrant a number  of  shares of Common  Stock,
               which, when aggregated with any shares of Common Stock issued (A)
               issued  pursuant  to the  Purchase  Agreement  and (B) upon prior
               exercise  of this or any other  Warrant  issued  pursuant  to the
               Purchase Agreement,  would exceed 19.999% of the number of shares
               of  Common  Stock  outstanding  on the  Trading  Day  immediately
               preceding the Closing Date (such number of shares,  the "Issuable
               Maximum").  If on any  attempted  exercise of this  Warrant,  the
               issuance of Warrant Shares would exceed the Issuable  Maximum and
               the  Company  shall  not  have  previously  obtained  the vote of
               shareholders  (the  "Shareholder  Approval"),  if any,  as may be
               required by the applicable  rules and  regulations of the Trading
               Market  (or any  successor  entity) to approve  the  issuance  of
               shares of Common Stock in excess of the Issuable Maximum pursuant


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<PAGE>

               to the terms  hereof,  then the Company shall issue to the Holder
               requesting a Warrant  exercise  such number of Warrant  Shares as
               may be issued below the Issuable Maximum and, with respect to the
               remainder of the aggregate number of Warrant Shares, this Warrant
               shall not be exercisable  until and unless  Shareholder  Approval
               has been obtained.

          (e)  MECHANICS OF EXERCISE.

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

                    (ii) DELIVERY OF  CERTIFICATES  UPON EXERCISE.  Certificates
               for  shares  purchased  hereunder  shall  be  transmitted  by the
               transfer  agent of the  Company  to the Holder by  crediting  the
               account of the Holder's  prime broker with the  Depository  Trust
               Company through its Deposit Withdrawal Agent Commission  ("DWAC")
               system  if the  Company  is a  participant  in such  system,  and
               otherwise  by physical  delivery to the address  specified by the
               Holder in the Notice of Exercise  within 3 Trading  Days from the
               receipt by the Company of the Notice of Exercise Form,  surrender
               of this Warrant and payment of the  aggregate  Exercise  Price as
               set forth above  ("Warrant  Share Delivery  Date").  This Warrant
               shall be deemed to have been  exercised  on the date the Exercise
               Price is  received  by the  Company,  if such  date is after  the
               Notice of  Exercise  Form and this  Warrant  is  received  by the
               Company.  The Warrant Shares shall be deemed to have been issued,
               and Holder or any other Person so  designated to be named therein
               shall be deemed to have  become a holder of record of such shares
               for all purposes,  as of the date the Warrant has been  exercised
               by payment to the  Company  of the  Exercise  Price and all taxes
               required  to be paid by the Holder,  if any,  pursuant to Section
               2(e)(vii) prior to the issuance of such shares, have been paid.

                    (iii)  DELIVERY  OF NEW  WARRANTS  UPON  EXERCISE.  If  this
               Warrant  shall have been  exercised in part,  the Company  shall,
               within  five  Trading  Days  after  the time of  delivery  of the
               certificate or certificates  representing Warrant Shares, deliver
               to  Holder a new  Warrant  evidencing  the  rights  of  Holder to
               purchase  the  unpurchased  Warrant  Shares  called  for by  this
               Warrant,  which  new  Warrant  shall  in all  other  respects  be
               identical with this Warrant.

                    (iv)  RESCISSION  RIGHTS.  If the Company fails to cause its
               transfer  agent  to  transmit  to the  Holder  a  certificate  or
               certificates  representing  the Warrant  Shares  pursuant to this
               Section  2(e)(iv) by the 2nd Trading Days  immediately  following


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<PAGE>

               the Warrant Share  Delivery  Date,  then the Holder will have the
               right to rescind such exercise.

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

                    (vi) NO FRACTIONAL  SHARES OR SCRIP. No fractional shares or
               scrip  representing  fractional  shares of Common  Stock shall be
               issued upon the exercise of this Warrant. As to any fraction of a
               share of Common Stock which Holder would otherwise be entitled to
               purchase  upon  such  exercise,  the  Company  shall  pay a  cash


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<PAGE>

               adjustment  in respect of such final  fraction in an amount equal
               to such fraction multiplied by the Exercise Price.

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

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

          (f) CALL PROVISION. Subject to the provisions of Section 2(d) and this
     Section 2(f),  if, after the later of the  Effective  Date and seven months
     from  issuance  of this  Warrant,  (i) the VWAP for each of 20  consecutive
     Trading Days (the "Measurement  Period",  which 20 Trading Day period shall
     not have  commenced  until after the later of the seven months  anniversary
     and the Effective Date) exceeds 200% of the then Exercise Price (subject to
     adjustment for forward and reverse stock splits,  recapitalizations,  stock
     dividends  and the like after the Initial  Exercise  Date) (the  "Threshold
     Price") and (ii) the average daily volume for any Threshold  Period,  which
     Threshold  Period  shall have  commenced  only after the later of the seven
     months anniversary and the Effective Date, exceeds 100,000 shares of Common
     Stock per Trading Day (subject to adjustment  for forward and reverse stock
     splits,  recapitalizations,  stock dividends and the like after the Initial
     Exercise Date),  then the Company may, within three Trading Days of the end
     of such period, call for cancellation of all or any portion of this Warrant
     for which a Notice of Exercise has not yet been  delivered  (such right,  a
     "Call").  To exercise this right, the Company must deliver to the Holder an
     irrevocable  written  notice  (a "Call  Notice"),  indicating  therein  the
     portion  of  unexercised  portion  of this  Warrant  to which  such  notice
     applies. If all of the conditions set forth in this Section 2(f) (including
     the honoring of all Notices of Exercises)  for such Call are satisfied from
     the period from the date of the Call Notice  through and including the Call
     Date (as defined  below),  then any portion of this Warrant subject to such
     Call Notice for which a Notice of  Exercise,  together  with payment of the
     Exercise  Price,  shall  not have  been  received  by the Call Date will be
     cancelled at 6:30 p.m.  (New York City time) on the tenth Trading Day after
     the date the Call Notice is received  by the Holder  (such date,  the "Call
     Date")  upon  payment by the  Company  to the  Holder of $0.05 per  Warrant
     Share.  Any  unexercised  portion of this  Warrant to which the Call Notice


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<PAGE>

     does not pertain will be  unaffected  by such Call Notice.  In  furtherance
     thereof, the Company covenants and agrees that it will honor all Notices of
     Exercise with respect to Warrant  Shares  subject to a Call Notice that are
     tendered through 6:30 p.m. (New York City time) on the Call Date,  together
     with payment of the Exercise  Price.  The parties  agree that any Notice of
     Exercise  delivered  following a Call Notice shall first reduce to zero the
     number of Warrant  Shares subject to such Call Notice prior to reducing the
     remaining  Warrant Shares  available for purchase  under this Warrant.  For
     example, if (x) this Warrant then permits the Holder to acquire 100 Warrant
     Shares,  (y) a Call Notice pertains to 75 Warrant Shares,  and (z) prior to
     6:30 p.m. (New York City time) on the Call Date the Holder tenders a Notice
     of Exercise,  together with payment of the Exercise Price, in respect of 50
     Warrant  Shares,  then (1) on the Call Date the right under this Warrant to
     acquire 25 Warrant Shares will be automatically cancelled, (2) the Company,
     in the time and manner  required  under this Warrant,  will have issued and
     delivered  to the  Holder 50 Warrant  Shares in  respect  of the  exercises
     following  receipt of the Call  Notice,  and (3) the Holder may,  until the
     Termination  Date,  exercise this Warrant for 25 Warrant Shares (subject to
     adjustment  as herein  provided and subject to  subsequent  Call  Notices).
     Subject  again to the  provisions  of this  Section  2(e),  the Company may
     deliver  subsequent  Call Notices for any portion of this Warrant for which
     the Holder shall not have  delivered a Notice of Exercise.  Notwithstanding
     anything to the  contrary  set forth in this  Warrant,  the Company may not
     deliver a Call Notice or require the  cancellation of this Warrant (and any
     Call  Notice  will  be  void),  unless,  from  the  beginning  of the  20th
     consecutive  Trading  Days used to  determine  whether the Common Stock has
     achieved the Threshold  Price through the Call Date,  (i) the Company shall
     have  honored in  accordance  with the terms of this Warrant all Notices of
     Exercise  delivered  by 6:30 p.m.  (New York City  time) on the Call  Date,
     together  with the payment of the  Exercise  Price,  (ii) the  Registration
     Statement  shall be effective as to all Warrant  Shares and the  prospectus
     thereunder  available  for use by the  Holder  for the  resale  of all such
     Warrant  Shares  and (iii) the Common  Stock  shall be listed or quoted for
     trading on the Trading  Market,  and (iv) there is a  sufficient  number of
     authorized  shares of Common Stock for issuance of all Securities under the
     Transaction  Documents,  and (v) the  issuance  of the  shares  shall be in
     accordance  with  Section  2(d)  herein.  The  Company's  right to Call the
     Warrant shall be exercised ratably among the Holders based on each Holder's
     initial purchase of Common Stock.

     SECTION 3. CERTAIN ADJUSTMENTS.

          (a) STOCK DIVIDENDS AND SPLITS. If the Company, at any time while this
     Warrant is  outstanding:  (A) pays a stock  dividend  or  otherwise  make a
     distribution or  distributions on shares of its Common Stock, the Company's
     Class B Common  Stock or any other equity or equity  equivalent  securities
     payable in shares of Common Stock (which, for avoidance of doubt, shall not
     include any shares of Common Stock  issued by the Company  pursuant to this
     Warrant),  (B) subdivides  outstanding shares of Common Stock into a larger
     number of shares,  (C) combines  (including  by way of reverse stock split)
     outstanding  shares of Common Stock into a smaller number of shares, or (D)
     issues by  reclassification  of shares of the  Common  Stock any  shares of
     capital stock of the Company, then in each case the Exercise Price shall be
     multiplied  by a  fraction  of which the  numerator  shall be the number of
     shares of Common Stock  (excluding  treasury  shares,  if any)  outstanding
     immediately  before  such event and of which the  denominator  shall be the
     number of shares of Common Stock outstanding  immediately after such event.


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<PAGE>

     Simultaneously  with any  adjustment to the Exercise Price pursuant to this
     Section 3(a),  the number of shares  issuable upon exercise of this Warrant
     shall be  proportionately  adjusted,  so that  after such  adjustment,  the
     aggregate amount of the adjusted Exercise Price multiplied by the aggregate
     adjusted  amount of Warrant Shares shall equal the aggregate  amount of the
     unadjusted Exercise Price multiplied by the aggregate  unadjusted amount of
     Warrant  Shares.  Any  adjustment  made pursuant to this Section 3(a) shall
     become effective immediately after the record date for the determination of
     stockholders  entitled to receive such dividend or  distribution  and shall
     become  effective  immediately  after the  effective  date in the case of a
     subdivision, combination or re-classification.

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

          (c)  FUNDAMENTAL  TRANSACTION.  If, at any time while this  Warrant is
     outstanding,  (A) the Company  effects any merger or  consolidation  of the
     Company with or into another  Person,  (B) the Company  effects any sale of
     all or  substantially  all of its  assets  in one or a  series  of  related
     transactions,  (C) any  tender  offer or  exchange  offer  (whether  by the
     Company or another Person) is completed pursuant to which holders of Common
     Stock  are  permitted  to  tender  or  exchange   their  shares  for  other
     securities,   cash  or   property,   or  (D)  the   Company   effects   any
     reclassification  of the  Common  Stock or any  compulsory  share  exchange
     pursuant  to which  the  Common  Stock  is  effectively  converted  into or
     exchanged for other  securities  (other than capital stock of the Company),
     cash or property (in any such case,  a  "Fundamental  Transaction"),  then,
     upon any  subsequent  exercise of this  Warrant,  the Holder shall have the
     right to receive, for each Warrant Share that would have been issuable upon
     such  exercise  immediately  prior to the  occurrence  of such  Fundamental
     Transaction,  at the  option  of the  Holder,  (a)  upon  exercise  of this
     Warrant, the number of shares of Common Stock of the successor or acquiring


                                       8
<PAGE>

     corporation or of the Company, if it is the surviving corporation,  and any
     additional consideration (the "Alternate Consideration") receivable upon or
     as a result of such reorganization, reclassification, merger, consolidation
     or  disposition  of assets  by a Holder  of the  number of shares of Common
     Stock for which this Warrant is exercisable immediately prior to such event
     or (b) if the Company is acquired in an all cash transaction, cash equal to
     the  value  of  this  Warrant  as  determined   in   accordance   with  the
     Black-Scholes  option pricing  formula.  For purposes of any such exercise,
     the determination of the Exercise Price shall be appropriately  adjusted to
     apply to such  Alternate  Consideration  based on the  amount of  Alternate
     Consideration  issuable  in  respect  of one share of Common  Stock in such
     Fundamental Transaction, and the Company shall apportion the Exercise Price
     among the Alternate  Consideration  in a reasonable  manner  reflecting the
     relative value of any different components of the Alternate  Consideration.
     If holders of Common Stock are given any choice as to the securities,  cash
     or property to be received in a  Fundamental  Transaction,  then the Holder
     shall be  given  the  same  choice  as to the  Alternate  Consideration  it
     receives  upon any  exercise of this  Warrant  following  such  Fundamental
     Transaction.   To  the  extent   necessary  to  effectuate   the  foregoing
     provisions,  any  successor  to the  Company  or  surviving  entity in such
     Fundamental  Transaction shall issue to the Holder a new warrant consistent
     with the foregoing provisions and evidencing the Holder's right to exercise
     such  warrant  into  Alternate  Consideration.  The terms of any  agreement
     pursuant to which a Fundamental Transaction is effected shall include terms
     requiring  any such  successor  or  surviving  entity  to  comply  with the
     provisions of this Section 3(c) and insuring that this Warrant (or any such
     replacement  security)  will be  similarly  adjusted  upon  any  subsequent
     transaction analogous to a Fundamental Transaction.

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

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

          (f)  NOTICE TO HOLDERS.

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

                    (ii) NOTICE TO ALLOW EXERCISE BY HOLDER.  If (A) the Company
               shall  declare  a  dividend  (or any other  distribution)  on the
               Common   Stock;   (B)  the  Company   shall   declare  a  special
               nonrecurring  cash  dividend  on or a  redemption  of the  Common
               Stock;  (C) the  Company  shall  authorize  the  granting  to all
               holders of the Common Stock  rights or warrants to subscribe  for


                                       9
<PAGE>

               or  purchase  any shares of capital  stock of any class or of any
               rights; (D) the approval of any stockholders of the Company shall
               be required in connection with any reclassification of the Common
               Stock,  any  consolidation  or merger to which the  Company  is a
               party,  any sale or transfer of all or  substantially  all of the
               assets of the Company,  of any compulsory  share exchange whereby
               the Common  Stock is  converted  into other  securities,  cash or
               property;  (E) the  Company  shall  authorize  the  voluntary  or
               involuntary dissolution, liquidation or winding up of the affairs
               of the Company; then, in each case, the Company shall cause to be
               mailed to the Holder at its last  address as it shall appear upon
               the Warrant  Register of the Company,  at least 20 calendar  days
               prior to the  applicable  record or  effective  date  hereinafter
               specified,  a notice stating (x) the date on which a record is to
               be  taken  for  the  purpose  of  such  dividend,   distribution,
               redemption,  rights  or  warrants,  or if a  record  is not to be
               taken,  the date as of which the  holders of the Common  Stock of
               record  to  be   entitled   to  such   dividend,   distributions,
               redemption,  rights or warrants are to be  determined  or (y) the
               date on which such reclassification, consolidation, merger, sale,
               transfer or share  exchange is  expected to become  effective  or
               close,  and the date as of which it is expected  that  holders of
               the Common  Stock of record  shall be entitled to exchange  their
               shares of the Common Stock for securities, cash or other property
               deliverable upon such  reclassification,  consolidation,  merger,
               sale, transfer or share exchange;  provided,  that the failure to
               mail such notice or any defect therein or in the mailing  thereof
               shall not affect the validity of the corporate action required to
               be specified  in such notice.  The Holder is entitled to exercise
               this Warrant  during the 20-day period  commencing on the date of
               such notice to the effective  date of the event  triggering  such
               notice. Notwithstanding the foregoing, the delivery of the notice
               described  in this  Section 3(f) is not intended to and shall not
               bestow upon the Holder any voting rights  whatsoever with respect
               to outstanding unexercised Warrants.

          (g) For the purposes of this Section 3, the following  term shall have
     the following meaning:

               "Common Stock  Equivalent" means any security or obligation which
               is by its terms,  directly  or  indirectly,  convertible  into or
               exchangeable   or   exercisable   for  shares  of  Common  Stock,
               including,  without  limitation,  any  option,  warrant  or other
               subscription  or purchase  right with  respect to Common Stock or
               any Common Stock Equivalent.

     SECTION 4. TRANSFER OF WARRANT.

          (a)  TRANSFERABILITY.   Subject  to  compliance  with  any  applicable
     securities  laws and the  conditions  set forth in  Sections  5(a) and 4(d)
     hereof and to the provisions of Section 4.1 of the Purchase Agreement, this


                                       10
<PAGE>

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

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

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

          (d) TRANSFER  RESTRICTIONS.  If, at the time of the  surrender of this
     Warrant in connection  with any transfer of this  Warrant,  the transfer of
     this Warrant shall not be registered pursuant to an effective  registration
     statement under the Securities Act and under applicable state securities or
     blue sky laws,  the Company may require,  as a condition  of allowing  such
     transfer (i) that the Holder or transferee of this Warrant, as the case may
     be,  furnish to the  Company a written  opinion of counsel  (which  opinion
     shall be in form,  substance and scope customary for opinions of counsel in
     comparable  transactions)  to the  effect  that such  transfer  may be made
     without  registration  under the Securities Act and under  applicable state
     securities or blue sky laws, (ii) that the Holder or transferee execute and
     deliver  to  the  Company  an  investment  letter  in  form  and  substance
     acceptable to the Company and (iii) that the  transferee be an  "accredited
     investor" as defined in Rule 501(a)(1),  (a)(2),  (a)(3), (a)(7), or (a)(8)
     promulgated under the Securities Act or a qualified  institutional buyer as
     defined in Rule 144A(a) under the Securities Act.

     SECTION 5. MISCELLANEOUS.

          (a) TITLE TO  WARRANT.  Prior to the  Termination  Date and subject to
     compliance with applicable laws and Section 4 of this Warrant, this Warrant
     and all rights  hereunder  are  transferable,  in whole or in part,  at the


                                       11
<PAGE>

     office  or  agency  of the  Company  by the  Holder  in  person  or by duly
     authorized  attorney,  upon  surrender  of this Warrant  together  with the
     Assignment  Form annexed  hereto  properly  endorsed and the legal  opinion
     required  under Section 4(d),  if required by the Company.  The  transferee
     shall  sign  an  investment   letter  in  form  and  substance   reasonably
     satisfactory to the Company.

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

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

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

          (e) AUTHORIZED SHARES.

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

               Except and to the extent as waived or consented to by the Holder,
          the Company shall not by any action,  including,  without  limitation,
          amending   its   certificate   of   incorporation   or   through   any
          reorganization,    transfer   of   assets,   consolidation,    merger,
          dissolution,  issue  or  sale of  securities  or any  other  voluntary


                                       12
<PAGE>

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

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

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

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

          THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR ANY STATE SECURITIES
          LAW,  AND MAY NOT BE  TRANSFERRED  OR  OTHERWISE  DISPOSED  OF  EXCEPT
          PURSUANT TO AN  EFFECTIVE  REGISTRATION  THEREOF OR A VALID  EXEMPTION
          THEREFROM.

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



                                       13
<PAGE>

          (i)  NOTICES.  Any  notice,  request  or other  document  required  or
     permitted to be given or  delivered  to the Holder by the Company  shall be
     delivered  in  accordance  with  the  notice  provisions  of  the  Purchase
     Agreement.

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

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

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

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

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

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

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




                                       14
<PAGE>

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

Dated:  July 19, 2005

                                            ACCESS INTEGRATED TECHNOLOGIES, INC.


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




















                                       15
<PAGE>

                               NOTICE OF EXERCISE

TO:   [_____________]

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

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

              [ ] in lawful money of the United States; or

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

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

              _______________________________


The Warrant Shares shall be delivered to the following:

              _______________________________
              _______________________________
              _______________________________

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

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

[SIGNATURE OF HOLDER]

Name of Investing Entity: ______________________________________________________
Signature of Authorized Signatory of Investing Entity: _________________________
Name of Authorized Signatory: __________________________________________________
Title of Authorized Signatory: _________________________________________________
Date: __________________________________________________________________________






                                       16
<PAGE>

                                 ASSIGNMENT FORM

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

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


_______________________________________________ whose address is

_______________________________________________________________.



_______________________________________________________________

                                                 Dated:  ______________, _______


                  Holder's Signature:       _____________________________

                  Holder's Address:         _____________________________

                                            _____________________________



Signature Guaranteed:  ___________________________________________

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



                                       17
