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<TYPE>8-K/A
<PUBLIC-DOCUMENT-COUNT>6
<PERIOD>20050719
<ITEMS>1.01
<ITEMS>3.02
<ITEMS>8.01
<FILING-DATE>20050722
<DATE-OF-FILING-DATE-CHANGE>20050722
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ACCESS INTEGRATED TECHNOLOGIES INC
<CIK>0001173204
<ASSIGNED-SIC>7389
<IRS-NUMBER>223720962
</COMPANY-DATA>
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<ACT>34
<FILE-NUMBER>001-31810
<FILM-NUMBER>05967921
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>55 MADISON AVE
<CITY>MORRISTOWN
<STATE>NJ
<ZIP>07960
<PHONE>973-290-0080
</BUSINESS-ADDRESS>
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<FILENAME>form8k_1033730.txt
<DESCRIPTION>FORM 8-K/A
<TEXT>
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K/A
                               AMENDMENT NO. 1 TO

                                 CURRENT REPORT
     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                                  JULY 19, 2005
                        (Date of earliest event reported)

                      ACCESS INTEGRATED TECHNOLOGIES, INC.
             (Exact name of registrant as specified in its charter)


         DELAWARE                 001-31810                 22-3720962
     (State or other       (Commission File Number)       (IRS Employer
       jurisdiction                                    Identification No.)
    of incorporation)


  55 MADISON AVENUE, SUITE 300, MORRISTOWN,                07960
                 NEW JERSEY
  (Address of principal executive offices)              (Zip Code)


                                 973-290-0080
             (Registrant's telephone number, including area code)

      Check the  appropriate  box below if the Form 8-K  filing is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (See General Instruction A.2. below):

      |_| Written  communications  pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

      |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

      |_|  Pre-commencement  communications  pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

      |_|  Pre-commencement  communications  pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))


================================================================================




<PAGE>



SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

      On July  19,  2005,  Access  Integrated  Technologies,  Inc.,  a  Delaware
corporation (the "Company"), entered into a securities purchase agreement with a
limited  number of  institutional  and other  accredited  investors in a private
placement (the "Private  Placement")  exempt from the registration  requirements
under  the  Securities  Act of 1933,  as  amended  (the  "Securities  Act").  In
connection  with the Private  Placement,  the Company  agreed to sell  1,909,115
shares of the  Company's  Class A Common Stock,  par value $0.001 per share,  at
$9.50 per share and warrants (the  "Warrants")  to purchase up to 477,275 shares
of the Company's Class A Common Stock, for an aggregate amount of $18.1 million,
prior to the  placement  agent's fee and  various  other  expenses.  The Company
intends to use the net proceeds of the Private  Placement  primarily for funding
of the capital  investments in the first Digital Cinema systems  contemplated in
the Company's 2,500-screen Christie-AIX Digital Cinema deployment plan announced
on June 21, 2005 and for working capital and general corporate purposes.  A copy
of the  securities  purchase  agreement  is attached  hereto as Exhibit 2.10 and
incorporated herein by reference.

      The Warrants have an exercise  price of $11.00 per share of Class A Common
Stock,  become  exercisable on the seven month  anniversary from the date of the
warrants and expire on the fifth year  anniversary of the initial exercise date.
The Warrants are callable by the Company,  subject to certain conditions,  after
the later of (i) the seven month  anniversary  from the date of the Warrants and
(ii)  the  date  on  which  the  registration   statement   required  under  the
registration rights agreement  referenced below is declared effective;  provided
that the  trading  price of the  Company's  Class A Common  Stock is 200% of the
applicable exercise price for 20 consecutive trading days. A copy of the form of
Warrant is attached hereto as Exhibit 4.20 and incorporated herein by reference.

      The  securities  offered and sold in the Private  Placement  have not been
registered under the Securities Act and were sold in reliance upon the exemption
for the securities  registration afforded by Regulation D of the Securities Act.
Each  of  the  investors  represented  to  the  Company  that  it is  either  an
"Accredited  Investor,"  as defined in Rule 501 of Regulation D, or a "qualified
institutional  buyer,"  as defined in Rule 144A  under the  Securities  Act.  In
connection with the Private  Placement,  the Company entered into a registration
rights  agreement  with  investors,  pursuant  to which  the  Company  agreed to
promptly file a registration statement covering resales from time to time by the
investors'  of the  shares  of Class A Common  Stock  purchased  in the  Private
Placement or underlying the warrants issued in the Private Placement.  A copy of
the  registration  rights  agreement  is  attached  hereto at  Exhibit  4.21 and
incorporated herein by reference.

SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02.  UNREGISTERED SALES OF EQUITY SECURITIES

      The disclosure  under Item 1.01 of this current report is also  responsive
to this Item 3.02 and is incorporated herein by reference.

SECTION 8 - OTHER EVENTS.

Item 8.01   OTHER EVENTS AND REGULATION FD DISCLOSURE

      On July 19,  2005,  the  Company  issued a press  release  announcing  the
execution of the definitive agreements in connection with the Private Placement,
a copy of which is attached  hereto as Exhibit 99.1 and  incorporated  herein by
reference.

      On July 21,  2005,  the  Company  issued a press  release  announcing  the
closing of the Private Placement,  a copy of which is attached hereto as Exhibit
99.2 and incorporated herein by reference.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

      (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

            None.

      (b) PRO FORMA FINANCIAL INFORMATION.

            None.

                                       2
<PAGE>

      (c)   EXHIBITS.

            2.10  Securities Purchase Agreement, dated as of July 19, 2005

            4.20  Form of Warrant, issued to purchasers pursuant to
                  Securities Purchase Agreement, dated July 19, 2005

            4.21  Form of Registration Rights Agreement, dated as of July 19,
                  2005

            99.1  Press Release of the Company, dated July 19, 2005

            99.2  Press Release of the Company, dated July 21, 2005



                                       3
<PAGE>


                                    SIGNATURE


Pursuant to the requirements of Section 13 or 15 (d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereto duly authorized.


                                    ACCESS INTEGRATED TECHNOLOGIES, INC.


                                    By:     /s/ A. Dale Mayo
                                            ---------------------------------
                                    Name:   A. Dale Mayo
                                    Title:  Chief Executive Officer


                                    Dated as of July 21, 2005



                                       4
<PAGE>


                                  EXHIBIT INDEX


            2.10  Securities Purchase Agreement, dated as of July 19, 2005

            4.20  Form of Warrant, issued to purchasers pursuant to
                  Securities Purchase Agreement, dated July 19, 2005

            4.21  Form of Registration Rights Agreement, dated as of July 19,
                  2005

            99.1  Press Release of the Company, dated July 19, 2005

            99.2  Press Release of the Company, dated July 21, 2005


                                       5

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>2
<FILENAME>ex2-10_1031614.txt
<DESCRIPTION>EXHIBIT 2.10
<TEXT>
                                                                    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


                                       1
<PAGE>

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.



                                       2
<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).



                                       3
<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


                                       4
<PAGE>

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;



                                       5
<PAGE>

               (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;



                                       6
<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


                                       7
<PAGE>

     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


                                       8
<PAGE>

     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.



                                       9
<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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>ex4-20_1033555.txt
<DESCRIPTION>EXHIBIT 4.20
<TEXT>
                                                                    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


                                       1
<PAGE>

     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


                                       2
<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


                                       3
<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


                                       4
<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


                                       5
<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


                                       6
<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.


                                       7
<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
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>4
<FILENAME>ex4-21_1031616.txt
<DESCRIPTION>EXHIBIT 4.21
<TEXT>
                                                                    Exhibit 4.21


                          REGISTRATION RIGHTS AGREEMENT


          This  Registration  Rights  Agreement  (this  "Agreement") is made and
entered into as of July 19, 2005, among Access Integrated Technologies,  Inc., a
Delaware corporation (the "Company"),  and the purchasers signatory hereto (each
such purchaser is a "Purchaser" and collectively, the "Purchasers").

          This Agreement is made pursuant to the Securities  Purchase Agreement,
dated as of July 19, 2005 among the Company and the  Purchasers  (the  "Purchase
Agreement").

          The Company and the Purchasers hereby agree as follows:

     1.  DEFINITIONS.  Capitalized  terms used and not otherwise  defined herein
that are defined in the Purchase  Agreement  shall have the meanings  given such
terms in the Purchase Agreement. As used in this Agreement,  the following terms
shall have the following meanings:

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

          "Business Day" means any day except Saturday, Sunday and any day which
     shall be a federal  legal  holiday in the  United  States or a day on which
     banking  institutions in the State of New York or New Jersey are authorized
     or required by law or other government action to close.

          "Effectiveness Date" means, with respect to the Registration Statement
     required to be filed  hereunder,  the 90 calendar  day  following  the date
     hereof  (the  120  calendar  day in the  case  of a  "full  review"  by the
     Commission); provided, however, in the event the Company is notified by the
     Commission that the  Registration  Statements will not be reviewed or is no
     longer subject to further review and comments, the Effectiveness Date as to
     such  Registration  Statement  shall be the fifth Trading Day following the
     date on which the  Company is so notified  if such date  precedes  the date
     required above.

          "Effectiveness  Period"  shall have the  meaning  set forth in Section
     2(a).

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

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

          "Filing  Date"  means,  with  respect  to the  Registration  Statement
     required hereunder, the [30 calendar day following the date hereof].

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

          "Indemnified Party" shall have the meaning set forth in Section 5(c).

          "Indemnifying Party" shall have the meaning set forth in Section 5(c).



                                       1
<PAGE>

          "Legal Counsel" shall have the meaning set forth in Section 4.

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

          "Plan of  Distribution"  shall have the  meaning  set forth in Section
     2(a).

          "Prime Rate" means the rate of interest publicly announced by The Bank
     of New York,  New York, as its prime rate, on the Business Day  immediately
     preceding  the date that the late fee set forth in Section 2(b) shall begin
     to accrue.

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

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

          "Registrable  Securities"  means all of (i) the Shares issuable,  (ii)
     the  Warrant  Shares  issuable,  together  with any shares of Common  Stock
     issued or issuable  upon any stock split,  dividend or other  distribution,
     recapitalization or similar event with respect to the foregoing.

          "Registration Statement" means the registration statements required to
     be filed hereunder, including (in each case) the Prospectus, amendments and
     supplements to such  registration  statement or Prospectus,  including pre-
     and  post-effective  amendments,  all  exhibits  thereto,  and all material
     incorporated by reference or deemed to be incorporated by reference in such
     registration statement.

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

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

          "Selling  Shareholder  Questionnaire" shall have the meaning set forth
     in Section 3(a).



                                       2
<PAGE>

     2.   SHELF REGISTRATION.

          (a) On or prior to each Filing  Date,  the Company  shall  prepare and
     file with the  Commission  a "Shelf"  Registration  Statement  covering the
     resale of 100% of the  Registrable  Securities  on such  Filing Date for an
     offering  to be made on a  continuous  basis  pursuant  to  Rule  415.  The
     Registration  Statement  shall be on Form S-3 (except if the Company is not
     then  eligible to register for resale the  Registrable  Securities  on Form
     S-3, in which case such registration  shall be on another  appropriate form
     in accordance herewith) and shall contain (unless otherwise directed by the
     Holders)  the  "Plan of  Distribution"  section  substantially  in the form
     attached hereto as Annex A, with such changes as are reasonably required to
     respond to the then applicable plan of distribution and to comply with then
     applicable  securities  laws.  Subject to the terms of this Agreement,  the
     Company  shall  use  its  commercially   reasonable   efforts  to  cause  a
     Registration Statement to be declared effective under the Securities Act as
     promptly as possible  after the filing  thereof,  but in any event prior to
     the  applicable   Effectiveness   Date,  and  shall  use  its  commercially
     reasonable  efforts  to  keep  such  Registration   Statement  continuously
     effective under the Securities Act until all Registrable Securities covered
     by such Registration Statement have been sold or may be sold without volume
     restrictions  pursuant to Rule 144(k) as  determined  by the counsel to the
     Company pursuant to a written opinion letter to such effect,  addressed and
     acceptable to the Company's  transfer  agent and the affected  Holders (the
     "Effectiveness   Period").   The  Company  shall   telephonically   request
     effectiveness  of a Registration  Statement as of 5:00 pm Eastern Time on a
     Trading Day. The Company shall immediately notify the Holders via facsimile
     of the  effectiveness  of a Registration  Statement within the next Trading
     Day   following   the  date  that  the  Company   telephonically   confirms
     effectiveness  with the  Commission,  which shall be the date requested for
     effectiveness of a Registration Statement.  The Company shall promptly file
     a Form  424(b)(5)  with the  Commission.  Failure to so notify the  Holders
     within 1 Trading  Day of such  notification  shall be deemed an Event under
     Section 2(b).

          (b) If: (i) a  Registration  Statement is not filed on or prior to its
     Filing  Date  (if  the  Company  files  a  Registration  Statement  without
     affording the Holders the  opportunity to review and comment on the same as
     required by Section 3(a), the Company shall not be deemed to have satisfied
     this clause (i)), or (ii) the Company  fails to file with the  Commission a
     request for acceleration in accordance with Rule 461 promulgated  under the
     Securities  Act,  within five  Trading Days of the date that the Company is
     notified  (orally or in writing,  whichever  is earlier) by the  Commission
     that a  Registration  Statement  will not be  "reviewed," or not subject to
     further review, or (iii) prior to its Effectiveness Date, the Company fails
     to file a  pre-effective  amendment  and  otherwise  respond  in writing to
     comments made by the Commission in respect of such  Registration  Statement
     within 10 Trading  Days after the receipt of comments by or notice from the
     Commission  that such  amendment  is required  in order for a  Registration
     Statement to be declared effective,  or (iv) a Registration Statement filed
     or  required  to be  filed  hereunder  is  not  declared  effective  by the
     Commission by its Effectiveness  Date, or (v) after the Effectiveness  Date
     and during the  Effectiveness  Period, a Registration  Statement ceases for
     any  reason  to  remain  continuously   effective  as  to  all  Registrable
     Securities for which it is required to be effective, or the Holders are not
     permitted  to utilize the  Prospectus  therein to resell  such  Registrable


                                       3
<PAGE>

     Securities for 10 consecutive Trading Days but no more than an aggregate of
     20 Trading Days during any 12-month  period (which need not be  consecutive
     Trading Days) (any such failure or breach being  referred to as an "Event",
     and for purposes of clause (i) or (iv) the date on which such Event occurs,
     or for  purposes  of clause  (ii) the date on which such five  Trading  Day
     period is exceeded,  or for purposes of clause (iii) the date which such 10
     Trading Day period is  exceeded,  or for purposes of clause (v) the date on
     which such 10 or 20 Trading Day period,  as  applicable,  is exceeded being
     referred  to as "Event  Date"),  then,  as long as such  Holder  shall have
     complied with their obligations hereunder,  in addition to any other rights
     the Holders may have hereunder or under  applicable law, on each such Event
     Date and on each monthly anniversary of each such Event Date beginning with
     the  first  monthly  anniversary  of the  applicable  Event  Date  (if  the
     applicable  Event  shall  not have  been  cured  by such  date)  until  the
     applicable Event is cured (each a "Liquidated  Damages Payment Date"),  the
     Company shall pay to each Holder an amount in cash,  as partial  liquidated
     damages  and not as a  penalty,  with  respect to each  Liquidated  Damages
     Payment  Date,  equal to (x) 1.0% of the aggregate  purchase  price paid by
     such  Holder  pursuant  to  the  Purchase  Agreement  for  any  Registrable
     Securities  then held by such  Holder  multiplied  by (y) a  fraction,  the
     numerator  of which shall be the number of total  calendar  days which have
     passed since the immediately  preceding Liquidated Damages Payment Date and
     the denominator of which shall be 30 calendar days. If the Company fails to
     pay any partial  liquidated damages pursuant to this Section in full within
     seven  calendar days after the date payable,  the Company will pay interest
     thereon  at the rate per  annum  equal to the Prime  Rate plus ten  percent
     (10%)  (or such  lesser  maximum  amount  that is  permitted  to be paid by
     applicable  law) to the Holder,  accruing  daily from the date such partial
     liquidated  damages  are due until  such  amounts,  plus all such  interest
     thereon,  are paid in full. The partial  liquidated damages pursuant to the
     terms  hereof  shall apply on a daily  pro-rata  basis for any portion of a
     month prior to the cure of an Event.

     3.   REGISTRATION PROCEDURES

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

          (a) Not less  than  five  Trading  Days  prior to the  filing  of each
     Registration  Statement  or any  related  Prospectus  or any  amendment  or
     supplement  thereto  (including any document that would be  incorporated or
     deemed to be  incorporated  therein by reference),  the Company shall,  (i)
     furnish to each Holder  copies of the "Selling  Stockholders"  and "Plan of
     Distribution"  sections of the Registration Statement documents proposed to
     be filed,  which documents  (other than those  incorporated or deemed to be
     incorporated  by reference)  will be subject to the review of such Holders,
     and  (ii)  cause  its  officers  and  directors,  counsel  and  independent
     certified  public  accountants  to  respond to such  inquiries  as shall be
     necessary,  in the  reasonable  opinion of respective  counsel to conduct a
     reasonable  investigation  within the meaning of the  Securities  Act.  The
     Company shall not file a Registration  Statement or any such  Prospectus or
     any amendments or supplements thereto to which the Holders of a majority of
     the Registrable  Securities shall reasonably object in good faith, provided
     that,  the Company is notified of such objection in writing no later than 3
     Trading  Days  after  the  Holders  have been so  furnished  copies of such
     documents.  Each  Holder  agrees to  furnish  to the  Company  a  completed


                                       4
<PAGE>

     Questionnaire in the form attached to this Agreement as Annex B (a "Selling
     Shareholder  Questionnaire")  not less than two  Trading  Days prior to the
     Filing Date or by the end of the third  Trading Day  following  the date on
     which such Holder receives draft materials in accordance with this Section.

          (b)  (i)  Prepare  and  file  with  the  Commission  such  amendments,
     including  post-effective  amendments,  to a Registration Statement and the
     Prospectus  used in  connection  therewith  as may be  necessary  to keep a
     Registration   Statement   continuously  effective  as  to  the  applicable
     Registrable  Securities for the  Effectiveness  Period and prepare and file
     with the Commission  such  additional  Registration  Statements in order to
     register  for  resale  under  the  Securities  Act  all of the  Registrable
     Securities; (ii) cause the related Prospectus to be amended or supplemented
     by any  required  Prospectus  supplement  (subject  to the  terms  of  this
     Agreement),  and as so supplemented or amended to be filed pursuant to Rule
     424;  (iii)  respond as promptly  as  reasonably  possible to any  comments
     received from the Commission  with respect to a  Registration  Statement or
     any amendment  thereto and as promptly as reasonably  possible  provide the
     Holders true and complete  copies of all  material  written  correspondence
     from and to the Commission relating to a Registration  Statement;  and (iv)
     comply in all material  respects with the  provisions of the Securities Act
     and the  Exchange Act with respect to the  disposition  of all  Registrable
     Securities covered by a Registration Statement during the applicable period
     in accordance  (subject to the terms of this  Agreement)  with the intended
     methods  of  disposition   by  the  Holders   thereof  set  forth  in  such
     Registration   Statement  as  so  amended  or  in  such  Prospectus  as  so
     supplemented.

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


                                       5
<PAGE>

     or deemed to be  incorporated  therein by reference  untrue in any material
     respect  or  that  requires  any  revisions  to a  Registration  Statement,
     Prospectus  or  other  documents  so that,  in the  case of a  Registration
     Statement  or the  Prospectus,  as the case may be, it will not contain any
     untrue  statement  of a material  fact or omit to state any  material  fact
     required to be stated therein or necessary to make the statements  therein,
     in light of the  circumstances  under which they were made, not misleading;
     and (vi) the occurrence or existence of any pending  corporate  development
     with respect to the Company  that the Company  believes may be material and
     that,  in  the  determination  of the  Company,  makes  it not in the  best
     interest of the Company to allow  continued  availability of a Registration
     Statement  or  Prospectus;  provided  that any and all of such  information
     shall remain  confidential to each Holder until such information  otherwise
     becomes public, unless disclosure by a Holder is required by law; provided,
     further,  notwithstanding  each Holder's agreement to keep such information
     confidential, the Holders make no acknowledgement that any such information
     is material, non-public information.

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

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

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

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

          (h) Prior to any resale of Registrable Securities by a Holder, use its
     commercially  reasonable  efforts to register or qualify or cooperate  with
     the selling  Holders in connection with the  registration or  qualification
     (or exemption from the Registration or  qualification)  of such Registrable
     Securities  for the resale by the Holder under the  securities  or Blue Sky
     laws  of  such  jurisdictions  within  the  United  States  as  any  Holder


                                       6
<PAGE>

     reasonably  requests in writing, to keep each registration or qualification
     (or exemption  therefrom)  effective during the Effectiveness Period and to
     do any and all other  acts or things  reasonably  necessary  to enable  the
     disposition in such jurisdictions of the Registrable  Securities covered by
     each  Registration  Statement;  provided,  that the  Company  shall  not be
     required to qualify  generally to do business in any jurisdiction  where it
     is not then so  qualified,  subject the Company to any  material tax in any
     such jurisdiction where it is not then so subject or file a general consent
     to service of process in any such jurisdiction.

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

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

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

          (l) The  Company  may require  each  selling  Holder to furnish to the
     Company a certified  statement  as to the number of shares of Common  Stock
     beneficially  owned by such Holder and, if required by the Commission,  the
     Person  thereof  that has voting and  dispositive  control over the Shares.
     During  any  periods  that the  Company  is unable to meet its  obligations
     hereunder with respect to the  registration of the  Registrable  Securities
     solely  because any Holder fails to furnish such  information  within three
     Trading Days of the  Company's  request,  any  liquidated  damages that are


                                       7
<PAGE>

     accruing  at such time as to such Holder only shall be tolled and any Event
     that may otherwise occur solely because of such delay shall be suspended as
     to such Holder only, until such information is delivered to the Company and
     such Holder shall be  responsible  for any additional  reasonable  expenses
     incurred by the Company of said failure or delay.

     4. LEGAL COUNSEL.  The Purchasers holding securities  representing at least
two-thirds  (2/3) of the Registrable  Securities  shall have the right to select
one legal  counsel  to review,  on behalf of the  Purchasers,  any  registration
pursuant  to this  Section 2 ("Legal  Counsel"),  which  shall be Katten  Muchin
Rosenman LLP, or such other  counsel as thereafter  designated in writing to the
Company  by  the  holders  of at  least  two-thirds  (2/3)  of  the  Registrable
Securities.  The  Company  shall  reasonably  cooperate  with  Legal  Counsel in
performing the Company's obligations under this Agreement.

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



                                       8
<PAGE>

     6.   INDEMNIFICATION.

          (a) INDEMNIFICATION BY THE COMPANY. The Company shall, notwithstanding
     any termination of this Agreement, indemnify and hold harmless each Holder,
     the officers,  directors,  agents, brokers (including brokers who offer and
     sell  Registrable  Securities  as  principal as a result of a pledge or any
     failure  to  perform  under a  margin  call of  Common  Stock),  investment
     advisors and  employees of each of them,  each Person who controls any such
     Holder  (within the meaning of Section 15 of the  Securities Act or Section
     20 of the Exchange Act) and the officers,  directors,  agents and employees
     of each  such  controlling  Person,  to the  fullest  extent  permitted  by
     applicable  law,  from and  against any and all  losses,  claims,  damages,
     liabilities,  costs (including,  without limitation,  reasonable attorneys'
     fees) and expenses (collectively, "Losses"), as incurred, arising out of or
     relating to: (1) any untrue or alleged untrue  statement of a material fact
     contained  in a  Registration  Statement,  any  Prospectus  or any  form of
     prospectus or in any amendment or supplement  thereto or in any preliminary
     prospectus,  or  arising  out of or  relating  to any  omission  or alleged
     omission of a material fact  required to be stated  therein or necessary to
     make  the  statements  therein  (in the case of any  Prospectus  or form of
     prospectus or supplement thereto, in light of the circumstances under which
     they were made) not misleading,  (2) any violation or alleged  violation by
     the Company of the 1933 Act, the 1934 Act, or any other law,  including any
     state,  provincial  or foreign  securities  law, or any rule or  regulation
     thereunder  relating  to the  offer or sale of the  Registrable  Securities
     pursuant to a Registration  Statement or (3) any material violation of this
     Agreement  by the  Company,  except to the extent,  but only to the extent,
     that  (i) such  untrue  statements  or  omissions  are  based  solely  upon
     information  regarding  such Holder  furnished in writing to the Company by
     such  Holder  expressly  for  use  therein,  or to  the  extent  that  such
     information  relates to such  Holder or such  Holder's  proposed  method of
     distribution  of  Registrable  Securities  and was reviewed  and  expressly
     approved  in writing by such  Holder  expressly  for use in a  Registration
     Statement,  such  Prospectus or such form of Prospectus or in any amendment
     or  supplement  thereto (it being  understood  that the Holder has approved
     Annex A hereto for this purpose) or (ii) in the case of an occurrence of an
     event of the  type  specified  in  Section  3(c)(ii)-(vi),  the use by such
     Holder  of an  outdated  or  defective  Prospectus  after the  Company  has
     notified  such  Holder  in  writing  that the  Prospectus  is  outdated  or
     defective   and  prior  to  the  receipt  by  such  Holder  of  the  Advice
     contemplated in Section 6(d). The Company shall notify the Holders promptly
     of the institution,  threat or assertion of any Proceeding  arising from or
     in connection with the transactions contemplated by this Agreement of which
     the Company is aware.

          (b) INDEMNIFICATION BY HOLDERS.  Each Holder shall,  severally and not
     jointly,  indemnify and hold harmless each other Holder,  the Company,  its
     directors,  officers,  agents and  employees,  each Person who controls the
     Company (within the meaning of Section 15 of the Securities Act and Section
     20 of the Exchange Act), and the directors,  officers,  agents or employees
     of such controlling  Persons, to the fullest extent permitted by applicable
     law, from and against all Losses, as incurred, to the extent arising out of
     or based  solely  upon:  (x)  such  Holder's  failure  to  comply  with the
     prospectus delivery requirements of the Securities Act or (y) any untrue or
     alleged untrue  statement of a material fact contained in any  Registration
     Statement, any Prospectus,  or any form of prospectus,  or in any amendment
     or supplement thereto or in any preliminary  prospectus,  or arising out of


                                       9
<PAGE>

     or relating to any omission or alleged omission of a material fact required
     to be stated  therein  or  necessary  to make the  statements  therein  not
     misleading  (i) to the  extent,  but only to the  extent,  that such untrue
     statement  or omission is  contained  in any  information  so  furnished in
     writing by such Holder to the Company  specifically  for  inclusion in such
     Registration  Statement or such  Prospectus  or (ii) to the extent that (1)
     such untrue  statements  or  omissions  are based  solely upon  information
     regarding  such Holder  furnished  in writing to the Company by such Holder
     expressly for use therein,  or to the extent that such information  relates
     to  such  Holder  or such  Holder's  proposed  method  of  distribution  of
     Registrable  Securities and was reviewed and expressly  approved in writing
     by such Holder  expressly  for use in a  Registration  Statement  (it being
     understood  that the Holder has approved  Annex A hereto for this purpose),
     such  Prospectus  or  such  form  of  Prospectus  or in  any  amendment  or
     supplement  thereto or (2) in the case of an  occurrence of an event of the
     type  specified  in  Section  3(c)(ii)-(vi),  the use by such  Holder of an
     outdated or defective Prospectus after the Company has notified such Holder
     in writing that the  Prospectus  is outdated or defective  and prior to the
     receipt by such Holder of the Advice  contemplated  in Section  6(d). In no
     event shall the  liability  of any selling  Holder  hereunder be greater in
     amount than the dollar  amount of the net proceeds  received by such Holder
     upon  the  sale  of  the  Registrable   Securities   giving  rise  to  such
     indemnification obligation.

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

          An Indemnified  Party shall have the right to employ separate  counsel
     in any such Proceeding and to participate in the defense  thereof,  but the
     fees  and  expenses  of  such  counsel  shall  be at the  expense  of  such
     Indemnified Party or Parties unless:  (1) the Indemnifying Party has agreed
     in writing to pay such fees and expenses;  (2) the Indemnifying Party shall
     have failed promptly to assume the defense of such Proceeding and to employ
     counsel  reasonably  satisfactory  to such  Indemnified  Party  in any such
     Proceeding;  or (3) the named parties to any such Proceeding (including any
     impleaded parties) include both such Indemnified Party and the Indemnifying
     Party, and such Indemnified Party shall reasonably  believe that a material
     conflict  of  interest  is  likely  to exist if the  same  counsel  were to
     represent such Indemnified Party and the Indemnifying Party (in which case,
     if such Indemnified  Party notifies the Indemnifying  Party in writing that
     it elects to employ  separate  counsel at the  expense of the  Indemnifying
     Party,  the  Indemnifying  Party  shall not have the  right to  assume  the
     defense  thereof  and the  reasonable  fees and  expenses  of one  separate


                                       10
<PAGE>

     counsel  shall  be  at  the  expense  of  the  Indemnifying   Party).   The
     Indemnifying  Party  shall not be  liable  for any  settlement  of any such
     Proceeding effected without its written consent, which consent shall not be
     unreasonably  withheld.  No  Indemnifying  Party  shall,  without the prior
     written  consent of the  Indemnified  Party,  effect any  settlement of any
     pending  Proceeding in respect of which any  Indemnified  Party is a party,
     unless  such  settlement   includes  an   unconditional   release  of  such
     Indemnified  Party from all liability on claims that are the subject matter
     of such Proceeding.

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

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

          The parties  hereto  agree that it would not be just and  equitable if
     contribution  pursuant to this  Section  5(d) were  determined  by pro rata
     allocation  or by any other  method of  allocation  that does not take into
     account  the  equitable  considerations  referred  to  in  the  immediately
     preceding  paragraph.  Notwithstanding the provisions of this Section 5(d),
     no Holder shall be required to contribute,  in the aggregate, any amount in
     excess of the amount by which the proceeds actually received by such Holder
     from the  sale of the  Registrable  Securities  subject  to the  Proceeding
     exceeds  the amount of any  damages  that such  Holder has  otherwise  been
     required to pay by reason of such  untrue or alleged  untrue  statement  or
     omission or alleged omission, except in the case of fraud by such Holder.



                                       11
<PAGE>

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

     7.   MISCELLANEOUS.

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

          (b) NO  PIGGYBACK  ON  REGISTRATIONS.  Except as set forth on Schedule
     6(b) attached  hereto,  neither the Company nor any of its security holders
     (other  than the  Holders in such  capacity  pursuant  hereto)  may include
     securities of the Company in the initial Registration  Statement other than
     the  Registrable   Securities.   The  Company  shall  not  file  any  other
     registration  statements until the initial Registration  Statement required
     hereunder  is declared  effective  by the  Commission,  provided  that this
     Section  6(b) shall not  prohibit  the Company  from filing  amendments  to
     registration statements already filed.

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

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

          (e) PIGGY-BACK REGISTRATIONS.  If at any time during the Effectiveness
     Period there is not an effective Registration Statement covering all of the
     Registrable  Securities and the Company shall determine to prepare and file
     with the  Commission a registration  statement  relating to an offering for
     its own account or the account of others under the Securities Act of any of
     its  equity  securities,  other  than on  Form  S-4 or Form  S-8  (each  as
     promulgated under the Securities Act) or their then equivalents relating to
     equity securities to be issued solely in connection with any acquisition of
     any entity or business or equity securities issuable in connection with the
     stock option or other employee  benefit plans,  then the Company shall send
     to each  Holder a  written  notice  of such  determination  and,  if within


                                       12
<PAGE>

     fifteen  days  after  the date of such  notice,  any such  Holder  shall so
     request  in  writing,  the  Company  shall  include  in  such  registration
     statement  all or any  part  of such  Registrable  Securities  such  Holder
     requests  to be  registered,  subject  to  customary  underwriter  cutbacks
     applicable to all holders of registration rights; provided,  however, that,
     the Company  shall not be required to register any  Registrable  Securities
     pursuant to this Section 6(e) that are eligible for resale pursuant to Rule
     144(k)  promulgated  under the  Securities Act or that are the subject of a
     then effective Registration Statement.

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

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

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

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



                                       13
<PAGE>

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

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

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

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

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

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

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




                                       14
<PAGE>

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



                                   ACCESS INTEGRATED TECHNOLOGIES, INC.


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



                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]


















                                       15
<PAGE>

                           [SIGNATURE PAGE OF HOLDERS]


Name of Holder: __________________________
Signature of Authorized Signatory of Holder: __________________________
Name of Authorized Signatory: _________________________
Title of Authorized Signatory: __________________________



                           [SIGNATURE PAGES CONTINUE]




















                                       16
<PAGE>

                                                                         ANNEX A

                              PLAN OF DISTRIBUTION

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

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

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

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

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

     o    privately negotiated transactions;

     o    settlement of short sales entered into after the effective date of the
          registration statement of which this prospectus is a part;

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

     o    a combination of any such methods of sale;

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

     o    any other method permitted pursuant to applicable law.

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

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


                                       17
<PAGE>

in compliance with NASDR Rule 2440; and in the case of a principal transaction a
markup or markdown in compliance with NASDR IM-2440.

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

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

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

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

     We agreed to keep this  prospectus  effective  until the earlier of (i) the
date on which  the  shares  may be resold by the  Selling  Stockholders  without
registration  and  without  regard to any volume  limitations  by reason of Rule
144(e) under the  Securities Act or any other rule of similar effect or (ii) all
of the shares have been sold  pursuant to the  prospectus  or Rule 144 under the
Securities  Act or any other rule of similar  effect.  The resale shares will be


                                       18
<PAGE>

sold only through  registered or licensed  brokers or dealers if required  under
applicable  state securities  laws. In addition,  in certain states,  the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement is available and is complied with.

     Under applicable  rules and regulations  under the Exchange Act, any person
engaged in the distribution of the resale shares may not  simultaneously  engage
in market making activities with respect to the Common Stock for a period of two
business days prior to the commencement of the  distribution.  In addition,  the
Selling  Stockholders  will be subject to applicable  provisions of the Exchange
Act and the rules and regulations thereunder,  including Regulation M, which may
limit the timing of  purchases  and sales of shares of the  Common  Stock by the
Selling Stockholders or any other person. We will make copies of this prospectus
available  to the Selling  Stockholders  and have  informed  them of the need to
deliver a copy of this  prospectus to each  purchaser at or prior to the time of
the sale.





















                                       19
<PAGE>

                                                                         Annex B

                                 [___________ ]

                 SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

     The  undersigned  beneficial  owner of common  stock,  par value $0.001 per
share (the "Common Stock"), of Access Integrated Technologies,  Inc., a Delaware
corporation (the "Company"), (the "Registrable Securities") understands that the
Company has filed or intends to file with the Securities and Exchange Commission
(the  "Commission")  a  registration  statement  on Form S-3 (the  "Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities  Act"), of the Registrable  Securities,  in
accordance with the terms of the Registration Rights Agreement, dated as of July
19,  2005 (the  "Registration  Rights  Agreement"),  among the  Company  and the
Purchasers  named  therein.  A copy  of the  Registration  Rights  Agreement  is
available  from the Company  upon  request at the address set forth  below.  All
capitalized  terms not otherwise defined herein shall have the meanings ascribed
thereto in the Registration Rights Agreement.

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

                                     NOTICE

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

















                                       20
<PAGE>

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

                                  QUESTIONNAIRE

1.   NAME.

     (a)  Full Legal Name of Selling Securityholder


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


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


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


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


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


2.   ADDRESS FOR NOTICES TO SELLING SECURITYHOLDER:


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

3.   BENEFICIAL OWNERSHIP OF REGISTRABLE SECURITIES:

     (a)  Type and Number of Registrable Securities beneficially owned:


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



                                       21
<PAGE>

4.   BROKER-DEALER STATUS:

     (a)  Are you a broker-dealer?

                                         ---          ---
                                   Yes  /  /     No  /  /
                                        ---          ---

     (b)  If "yes" to Section 4(a), did you receive your Registrable  Securities
          as compensation for investment banking services to the Company.

                                         ---          ---
                                   Yes  /  /     No  /  /
                                        ---          ---

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

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

                                         ---          ---
                                   Yes  /  /     No  /  /
                                        ---          ---

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

                                         ---          ---
                                   Yes  /  /     No  /  /
                                        ---          ---

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

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

     Except  as set  forth  below  in this  Item 5, the  undersigned  is not the
     beneficial or registered  owner of any securities of the Company other than
     the Registrable Securities listed above in Item 3.

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

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



                                       22
<PAGE>

6.   RELATIONSHIPS WITH THE COMPANY:

     Except  as  set  forth  below,  neither  the  undersigned  nor  any  of its
     affiliates,  officers,  directors or principal equity holders (owners of 5%
     of more of the equity  securities of the undersigned) has held any position
     or office or has had any other material  relationship  with the Company (or
     its predecessors or affiliates) during the past three years.

     State any exceptions here:

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


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

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

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

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

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

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



                                       23
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>5
<FILENAME>ex99-1_1034904.txt
<DESCRIPTION>[EX. 99.1 PRESS RELEASE 07/19/05]
<TEXT>
                                                                    Exhibit 99.1


FOR IMMEDIATE RELEASE

ACCESS INTEGRATED  TECHNOLOGIES ENTERS INTO AGREEMENTS TO RAISE $18.1 MILLION IN
PRIVATE PLACEMENT


MORRISTOWN,  N.J.  -- July 19,  2005 --  Access  Integrated  Technologies,  Inc.
("AccessIT")  (AMEX:  AIX) today  announced that it has entered into  definitive
agreements  with  institutional  and other  accredited  investors  relating to a
private placement of approximately  $18.1 million of securities.  This financing
is related to the company's 2,500-screen  Christie-AIX Digital Cinema deployment
plan announced on June 21, 2005.

The Company has agreed to sell 1,909,115 shares of Class A common stock at $9.50
per share.  Investors will also receive warrants,  exercisable starting 7 months
after issuance, to purchase 477,275 shares of Class A common stock at $11.00 per
share for a period of 5 years. Use of proceeds for the financing will be to fund
capital  investments  in the first Digital Cinema  systems  contemplated  in the
Christie-AIX  rollout plan and provide working capital. The private placement is
subject to customary closing conditions.

"This  financing will begin the process of deploying  systems to be installed in
the fourth quarter of calendar 2005 and provide the initial  equity  required by
our lenders to provide funding for the remaining  systems," said Bud Mayo, Chief
Executive Officer of AccessIT.  "We are gratified by the enthusiastic support we
received from the well known institutional investors who took part in this round
of financing."

The  private  placement  is  being  made  only  to  accredited  investors  in  a
transaction  exempt from the registration  requirements of the Securities Act of
1933, as amended (the "Securities  Act"). The shares of Class A common stock and
warrants being issued,  and the shares of common stock issuable upon exercise of
the warrants,  have not been  registered  under the Securities Act, or any state
securities  laws,  and unless so  registered,  may not be offered or sold in the
United  States  absent   registration  or  an  applicable   exemption  from  the
registration  requirements of the Securities Act and applicable state securities
laws.

This press release does not constitute an offer to sell, or the  solicitation of
an offer to buy, any  securities,  nor shall there be any sale of the securities
in any jurisdiction in which such offering would be unlawful.

Access  Integrated  Technologies,  Inc.  (AccessIT)  is an  industry  leader  in
offering a fully managed storage and electronic  delivery service for owners and
distributors of digital content to movie theaters and other venues. Supported by
its robust  platform of fail-safe  Internet  data  centers,  AccessIT is able to
leverage the  market-leading  role of its Theatrical  Distribution  System (TDS)
with its  innovative  digital  delivery  capabilities  and  in-theatre  software
systems to provide  the  highest  level of  technology  available  to enable the
emerging  Digital  Cinema  industry to  transition  from film  without  changing
workflows. For more information on AccessIT, visit www.accessitx.com.


<PAGE>


Safe Harbor Statement


Investors and readers are cautioned  that certain  statements  contained in this
document,  as well as some  statements in periodic  press releases and some oral
statements  of AccessIT  officials  during  presentations  about  AccessIT,  are
"forward-looking"  statements  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995 (the "Act").  Forward-looking  statements  include
statements  that are predictive in nature,  which depend upon or refer to future
events or  conditions,  which include  words such as  "expects",  "anticipates",
"intends",  "plans",  "could",  "might",  "believes",  "seeks",  "estimates"  or
similar  expressions.  In addition,  any statements  concerning future financial
performance  (including  future  revenues,  earnings or growth  rates),  ongoing
business  strategies or prospects,  and possible  future  actions,  which may be
provided  by  AccessIT"s  management,  are also  forward-looking  statements  as
defined by the Act. Forward-looking statements are based on current expectations
and  projections   about  future  events  and  are  subject  to  various  risks,
uncertainties  and  assumptions  about AccessIT,  its  technology,  economic and
market factors and the  industries in which AccessIT does business,  among other
things.  These statements are not guarantees of future  performance and AccessIT
has no specific intention to update these statements.

# # #



Contact:


Suzanne Moore                                                  Michael Glickman
AccessIT                                               The Dilenschneider Group
55 Madison Avenue                                                  212.922.0900
Suite 300
Morristown, NJ  07960
973.290.0080

www.accessitx.com
_________________
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>6
<FILENAME>ex99-2_1035214.txt
<DESCRIPTION>[EX. 99.2-PRESS RELEASE 7/21/05]
<TEXT>
                                                                    EXHIBIT 99.2

             ACCESS INTEGRATED TECHNOLOGIES COMPLETES $18.1 MILLION
                              IN PRIVATE PLACEMENT

MORRISTOWN,  N.J.  -  JULY  21,  2005 -  ACCESS  INTEGRATED  TECHNOLOGIES,  INC.
("ACCESSIT")  (AMEX:  AIX) today  announced that it has completed its previously
announced  approximately  $18 million private  placement of 1,909,115  shares of
Class A common stock at $9.50 per share with  institutional and other accredited
investors.  Investors have also received warrants,  exercisable upon receipt, to
purchase  477,275  shares of Class A common  stock at $11.00 per  share.  Use of
proceeds  for the  financing  will be to fund capital  investments  in the first
Digital Cinema systems contemplated in the Christie/AIX rollout plan and provide
working capital.


"This financing kick-starts our announced 2,500 screen rollout which will impact
both our  Christie/AIX  subsidiary  and our Access Digital Media  division.  The
virtual  print fees we expect  under our plan will be in addition to the fees we
will get for digital delivery of those movies and other content,  as well as the
licensing of our Theatre  Command  Center  software,  providing our Company with
visibility  for  substantial  increases  in  revenue  and EBITDA for the next 12
years," said Bud Mayo, Chief Executive Officer of ACCESSIT.

The private  placement  was made only to  accredited  investors in a transaction
exempt from the  registration  requirements  of the  Securities  Act of 1933, as
amended (the "Securities  Act"). The shares of common stock and warrants issued,
and the shares of common stock issuable upon exercise of the warrants,  have not
been  registered  under the Securities  Act, or any state  securities  laws, and
unless so  registered,  may not be offered or sold in the United  States  absent
registration or an applicable  exemption from the  registration  requirements of
the Securities Act and applicable state securities laws.

This press release does not constitute an offer to sell, or the  solicitation of
an offer to buy, any  securities,  nor shall there be any sale of the securities
in any jurisdiction in which such offering would be unlawful.


ACCESS  INTEGRATED  TECHNOLOGIES,  INC.  (ACCESSIT)  is an  industry  leader  in
offering a fully managed storage and electronic  delivery service for owners and
distributors of digital content to movie theaters and other venues. Supported by
its robust  platform of fail-safe  Internet  data  centers,  ACCESSIT is able to
leverage the  market-leading  role of its Theatrical  Distribution  System (TDS)
with its  innovative  digital  delivery  capabilities  and  in-theatre  software
systems to provide  the  highest  level of  technology  available  to enable the
emerging  Digital  Cinema  industry to  transition  from film  without  changing
workflows. For more information on ACCESSIT, visit www.accessitx.com.

SAFE HARBOR STATEMENT
Investors and readers are cautioned  that certain  statements  contained in this
document,  as well as some  statements in periodic  press releases and some oral
statements  of ACCESSIT  officials  during  presentations  about  ACCESSIT,  are
"forward-looking"  statements  within  the  meaning  of the  Private  Securities
Litigation Reform Act of 1995 (the "Act").  Forward-looking  statements  include
statements  that are predictive in nature,  which depend upon or refer to future
events or  conditions,  which include  words such as  "expects",  "anticipates",
"intends",  "plans",  "could",  "might",  "believes",  "seeks",  "estimates"  or
similar  expressions.  In addition,  any statements  concerning future financial
performance  (including  future  revenues,  earnings or growth  rates),  ongoing
business  strategies or prospects,  and possible  future  actions,  which may be
provided  by  ACCESSIT's  management,  are also  forward-looking  statements  as
defined by the Act. Forward-looking statements are based on current expectations
and  projections   about  future  events  and  are  subject  to  various  risks,
uncertainties  and  assumptions  about ACCESSIT,  its  technology,  economic and

                                       1
<PAGE>

market factors and the  industries in which ACCESSIT does business,  among other
things.  These statements are not guarantees of future  performance and ACCESSIT
has no specific intention to update these statements.
                                      # # #

Contact:


Suzanne Tregenza Moore                                  Michael Glickman
ACCESSIT                                                The Dilenschneider Group
55 Madison Avenue                                       212.922.0900
Suite 300
Morristown, NJ  07960
973.290.0080
www.accessitx.com
</TEXT>
</DOCUMENT>
</SUBMISSION>
