Exhibit 4.26

                         REGISTRATION RIGHTS AGREEMENT

         This  Registration  Rights  Agreement  (this  "AGREEMENT")  is made and
entered into as of November,  16, 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 Letter  Agreement,  dated as of
August 29, 2005 among the Company and the Purchasers (the "LETTER 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 Letter  Agreement  shall have the meanings given to such terms in
the Letter 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 by law or other government action to close.

                  "EFFECTIVENESS  DATE"  means,  (a) with respect to the initial
         Registration  Statement  required  to  be  filed  hereunder,  the  90th
         calendar day following the date hereof (120th calendar day in the event
         that the SEC reviews and provides  written comments to the Registration
         Statement),  and  (b)  with  respect  to  any  additional  Registration
         Statements  which may be required  pursuant to Section  3(c),  the 90th
         calendar day following  the date on which the Company  first knows,  or
         reasonably  should  have  known,  that  such  additional   Registration
         Statement is required  hereunder;  PROVIDED,  HOWEVER, in the event the
         Company  is  notified  by the SEC  that one of the  above  Registration
         Statements  will not be  reviewed  or is no longer  subject  to further
         review and comments,  the  Effectiveness  Date as to such  Registration
         Statement  shall be the fifth (5th)  Trading Day  following the date on
         which the  Company is so  notified  if such  fifth  (5th)  Trading  Day
         precedes  the  applicable  date  required  above.  Notwithstanding  the
         foregoing,  if any day otherwise  designated as an "Effectiveness Date"
         pursuant to this  definition  falls on a day other than a Trading  Day,
         the Effectiveness Date shall be deemed to be the next Trading Day.

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

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

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

                  "FILING DATE" means, as the context  requires,  any of (a) the
         Initial   Filing  Date,   and  (b)  with  respect  to  any   additional
         Registration Statements which may be required pursuant to Section 3(c),


<PAGE>


         the 30th day following  the date on which the Company  first knows,  or
         reasonably  should  have  known,  that  such  additional   Registration
         Statement is required hereunder.  Notwithstanding the foregoing, if any
         day otherwise designated as a "Filing Date" pursuant to this definition
         falls on a day other  than a Trading  Day,  the  Filing  Date  shall be
         deemed to be the next Trading Day.

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

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

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

                  "INITIAL  FILING DATE" means the 15th  calendar day  following
         the date hereof.  Notwithstanding  the foregoing,  if the day otherwise
         designated  as the "Initial  Filing Date"  pursuant to this  definition
         falls on a day other than a Trading Day, the Initial  Filing Date shall
         be deemed to be the next Trading Day.

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

                   "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.

                  "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 a date on which  interest  shall begin to accrue
         under Section 2(b).

                  "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 (i) (A) all of the New Shares
         and (B) all of the Warrant  Shares,  and (ii) any securities  issued or
         issuable  upon  any  stock  split,   dividend  or  other  distribution,


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<PAGE>


         recapitalization  or  similar  event  with  respect  to the  foregoing;
         PROVIDED,  HOWEVER, that Registrable Securities shall not include those
         securities that (a) have been effectively registered under Section 5 of
         the Securities Act and disposed of pursuant to a registration statement
         or (b) have been transferred pursuant to Rule 144 promulgated under the
         Securities Act or any successor rule.

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

                   "RULE 415" means Rule 415  promulgated by the SEC 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 SEC having
         substantially the same purpose and effect as such Rule.

                  "RULE 424" means Rule 424  promulgated  by the SEC 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 SEC having
         substantially the same purpose and effect as such Rule.

                  "SELLING SHAREHOLDER QUESTIONNAIRE" shall have the meaning set
         forth in Section 3(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 Nasdaq SmallCap Market, the American Stock Exchange, the
         New York Stock Exchange or the Nasdaq National Market.

2. SHELF REGISTRATION.

     (a) On or prior to the Initial  Filing Date,  the Company shall prepare and
file with the SEC a shelf Registration  Statement covering the resale of 125% of
the  Registrable  Securities  for an offering to be made on a  continuous  basis
pursuant  to Rule 415.  Each such  Registration  Statement  shall be on Form S-3
(except  if the  Company  is not  then  eligible  to  register  for  resale  the
Registrable  Securities on Form S-3, in which case such registration shall be on
another  appropriate  form in accordance  herewith)  and shall  contain  (unless
otherwise  directed  by the  Holders  holding  a  majority  of  the  Registrable
Securities to be registered under the applicable Registration Statement) a "Plan
of Distribution"  section  substantially in the form attached hereto as ANNEX A,
with such changes as are reasonably  required to respond to the  then-applicable
plan of distribution and to comply with then-applicable securities laws. Subject
to the  terms  of  this  Agreement,  the  Company  shall  use  its  commercially
reasonable efforts to cause each Registration Statement to be declared effective


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<PAGE>


under the Securities Act as promptly as possible after the filing  thereof,  but
in any  event  prior to the  applicable  Effectiveness  Date,  and shall use its
commercially reasonable efforts to keep such Registration Statement continuously
effective  under  the  Securities  Act  until  the  date  on  which  all  of the
Registrable  Securities covered by such Registration Statement have been sold or
may be sold without volume  restrictions  pursuant to Rule 144(k) or any rule of
similar effect as determined by the counsel to the Company pursuant to a written
opinion  letter  to such  effect,  addressed  and  acceptable  to the  Company's
transfer  agent and the  affected  Holders  (the  "EFFECTIVENESS  PERIOD").  The
Company shall immediately notify the Holders (which may be via facsimile) of the
effectiveness  of  the  Registration  Statement  within  the  next  Trading  Day
following the day that the Company  receives  notification of the  effectiveness
from the SEC.  Failure to so notify the  Holders  within one (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 SEC a  request  for  acceleration  in
accordance with Rule 461  promulgated  under the Securities Act, within five (5)
Trading  Days of the date that the  Company is  notified  (orally or in writing,
whichever  is  earlier)  by the SEC 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 SEC in respect of such
Registration Statement within ten (10) Trading Days after the receipt of written
comments by or notice from the SEC 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 SEC by its  Effectiveness  Date,  or (v)  after the  Effectiveness  Date and
during the Effectiveness Period, a Registration  Statement ceases for any reason
to remain continuously  effective as to all Registrable  Securities for which it
is required to be  effective  and the Holders are not  permitted  to utilize the
Prospectus  therein to resell  such  Registrable  Securities  for  fifteen  (15)
consecutive  Trading  Days but no more than an  aggregate  of  twenty-five  (25)
Trading Days during any 12-month  period (which need not be consecutive  Trading
Days) (any such  failure or breach  being  referred  to as an  "EVENT",  and for
purposes  of clause  (i) or (iv) the date on which  such  Event  occurs,  or for
purposes  of clause  (ii) the date on which such five (5)  Trading Day period is
exceeded,  or for  purposes of clause (iii) the date which such ten (10) Trading
Day period is  exceeded,  or for  purposes  of clause (v) the date on which such
fifteen (15) or twenty-five (25) Trading Day period, as applicable,  is exceeded
being  referred to as "EVENT  DATE"),  then,  as long as such Holder  shall have
complied  with its  obligations  hereunder,  in addition to any other rights the
Holders may have hereunder or under  applicable law, on each such Event Date and
on each monthly  anniversary  of each such Event Date  beginning  with the first
monthly  anniversary of the applicable Event Date (if the applicable Event shall
not have been cured by such date)  until the  applicable  Event is cured (each a
"LIQUIDATED  DAMAGES  PAYMENT  DATE"),  the Company  shall pay to each Holder an
amount in cash, as partial liquidated damages and not as a penalty, with respect
to each Liquidated Damages Payment Date, equal to (x) 1% of the aggregate value,
of any  Registrable  Securities  then held by such Holder  (based on the closing
price per share of the Common Stock on the third (3rd) Trading Day preceding the
applicable  Liquidated  Damages  Payment Date on the Trading Market on which the
Common  Stock is then  listed  or  quoted)  multiplied  by (y) a  fraction,  the


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<PAGE>


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 thirty (30) calendar days. If the Company fails to
pay any partial liquidated damages pursuant to this Section in full within seven
(7) calendar days after the date payable,  the Company will pay interest thereon
at a rate per annum  equal to the Prime  Rate  plus ten  percent  (10%) (or such
lower maximum amount of interest  permitted to be charged under  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 (5)  Trading  Days  prior  to the  filing  of each
Registration  Statement or any related Prospectus or any amendment or supplement
thereto  (including  any  document  that would be  incorporated  or deemed to be
incorporated  therein by  reference),  the  Company  shall,  (i) furnish to each
Holder  copies  (which may be delivered via e-mail or facsimile) of the "Selling
Stockholders" and "Plan of Distribution"  sections of the Registration Statement
proposed to be filed,  which documents (other than those  incorporated or deemed
to be  incorporated  by reference) will be subject to the review of such Holders
and (ii) cause its officers and  directors,  counsel and  independent  certified
public  accountants to respond to such  inquiries as shall be necessary,  in the
reasonable  opinion of  respective  counsel to any relevant  Holder to conduct a
reasonable  investigation  within the meaning of the Securities Act. The Company
shall  not  file  the  Registration  Statement  or any  such  Prospectus  or any
amendments or supplements thereto to which the Holders holding a majority of the
Registrable  Securities  proposed  to  be  registered  under  such  Registration
Statement shall reasonably object in good faith;  PROVIDED,  that the Company is
notified of such objection in writing no later than three (3) Trading Days after
the Holders have been so furnished  copies  (which may be delivered via email or
facsimile)  of such  documents.  Each Holder  agrees to furnish to the Company a
completed  Questionnaire  in the form  attached to this  Agreement as ANNEX B (a
"SELLING SHAREHOLDER QUESTIONNAIRE") not less than two (2) 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  SEC  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  SEC  such  additional
Registration  Statements  as may be  necessary  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 SEC with  respect to a
Registration  Statement or any  amendment  thereto and as promptly as reasonably
possible  provide the Holders true and complete  copies  (which may be delivered


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<PAGE>


via email or facsimile) of all material written  correspondence  from and to the
SEC  relating  to a  Registration  Statement;  and (iv)  comply in all  material
respects  with the  provisions of the  Securities  Act and the Exchange Act with
respect  to  the  disposition  of  all  Registrable   Securities  covered  by  a
Registration  Statement during the applicable period in accordance with (subject
to the terms of this  Agreement)  the  intended  methods of  disposition  by the
Holders  thereof set forth in such  Registration  Statement  as so amended or in
such Prospectus as so supplemented.


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


     (d) Notify the Holders of  Registrable  Securities to be sold (which notice
shall,  pursuant to clauses  (ii)  through (vi)  hereof,  be  accompanied  by an
instruction  to suspend the use of the  Prospectus  until the requisite  changes
have been made) as promptly as reasonably  possible  (and, in the case of (i)(A)
below,  not less  than  five (5)  Trading  Days  prior to such  filing)  and (if
requested by any such  Person)  confirm such notice in writing no later than one
(1) 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 SEC  notifies  the  Company  whether  there will be a
"review" of such Registration Statement and whenever the SEC comments in writing
on such  Registration  Statement  (the Company  shall  provide true and complete
copies (which may be delivered via e-mail or facsimile)  thereof and all written
responses  thereto  to  each  of  the  Holders);  and  (C)  with  respect  to  a
Registration Statement or any post-effective amendment, when the same has become
effective;  (ii)  of any  request  by the  SEC 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 SEC or
any other federal or state  governmental  authority of any stop order suspending
the  effectiveness  of a  Registration  Statement  covering  any  or  all of the
Registrable  Securities or the initiation of any  Proceedings  for that purpose;
(iv) of the  receipt by the  Company  of any  notification  with  respect to the
suspension of the  qualification  or exemption from  qualification of any of the
Registrable  Securities  for  sale in any  jurisdiction,  or the  initiation  or
threatening  of any  Proceeding  for such purpose;  (v) of the occurrence of any
event or passage  of time that  makes the  financial  statements  included  in a
Registration Statement ineligible for inclusion therein or any statement made in
a Registration Statement or Prospectus or any document incorporated or deemed to
be  incorporated  therein by reference  untrue in any  material  respect or that
requires  any  revisions  to  a  Registration  Statement,  Prospectus  or  other
documents so that, in the case of a Registration Statement or the Prospectus, as
the case may be, it will not contain any untrue  statement of a material fact or
omit to state any material  fact  required to be stated  therein or necessary to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading;  and (vi) the  occurrence  or  existence  of any pending
corporate  development with respect to the Company that the Company believes may
be material and that, in the  determination of the Company (which  determination
shall be conclusive  if made by the Company in good faith),  makes it not in the
best interest of the Company to allow continued availability of the Registration


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Statement or Prospectus;  PROVIDED,  that any and all of such information  shall
remain  confidential  to each Holder until such  information  otherwise  becomes
public,  unless  disclosure by a Holder is required by law;  PROVIDED,  FURTHER,
notwithstanding  each Holder's agreement to keep such information  confidential,
the Holders  make no  acknowledgement  that any such  information  is  material,
non-public information.


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


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


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


     (h) If NASDR Rule 2710 requires any broker-dealer to make a filing prior to
executing  a sale by a  Holder,  make an  Issuer  Filing  with the  NASDR,  Inc.
Corporate  Financing  Department  pursuant to NASDR Rule  2710(b)(10)(A)(i)  and
respond  within five (5) Trading  Days to any  comments  received  from NASDR in
connection therewith, and pay the filing fee required in connection therewith.


     (i) Prior to any  resale of  Registrable  Securities  by a Holder,  use its
commercially  reasonable  efforts to register or qualify or  cooperate  with the
selling  Holders  in  connection  with the  registration  or  qualification  (or
exemption  from  such   registration  or   qualification)  of  such  Registrable
Securities  for the resale by the Holder under the securities or "blue sky" laws
of such jurisdictions within the United States as any Holder reasonably requests
in writing, to keep each registration or qualification (or exemption  therefrom)
effective  during the  Effectiveness  Period and to do any and all other acts or
things reasonably  necessary to enable the disposition in such  jurisdictions of


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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.


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


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


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


     (m) The Company may require each  selling  Holder,  and each Holder  hereby
agrees,  to furnish to the  Company a  certified  statement  as to the number of
Registrable Securities beneficially owned by such Holder and, if required by the
SEC, the Person who has voting and  dispositive  control  over such  Registrable
Securities.  During  any  periods  that  the  Company  is  unable  to  meet  its
obligations  hereunder  with  respect  to the  registration  of the  Registrable
Securities  solely because any Holder fails to furnish such  information  within
three (3) Trading Days of the Company's request, any liquidated damages that are
accruing  at such time as to such Holder only shall be tolled and any Event that
may otherwise  occur solely  because of such delay shall be suspended as to such
Holder only,  until such information is delivered to the Company and such Holder


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shall be responsible  for any  additional  reasonable  expenses  incurred by the
Company by reason of said failure or delay.


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


5. INDEMNIFICATION.

     (a) INDEMNIFICATION BY THE COMPANY. The Company shall,  notwithstanding any
termination  of this  Agreement,  indemnify and hold  harmless each Holder,  the
officers,  directors, agents, investment advisors and employees of each of them,
each Person who  controls  any such Holder  (within the meaning of Section 15 of
the  Securities  Act or  Section  20 of the  Exchange  Act)  and  the  officers,
directors,  agents and employees of each such controlling Person, to the fullest
extent permitted by applicable law, from and against any and all losses, claims,
damages,   liabilities,   costs  (including,   without  limitation,   reasonable
attorneys' fees) and expenses (collectively, "LOSSES"), as incurred, arising out
of or  relating to any untrue or alleged  untrue  statement  of a material  fact
contained in a Registration Statement,  any Prospectus or any form of prospectus


                                       9
<PAGE>


or in any amendment or supplement thereto or in any preliminary  prospectus,  or
arising  out of or relating  to any  omission or alleged  omission of a material
fact required to be stated therein or necessary to make the  statements  therein
(in the case of any Prospectus or form of prospectus or supplement  thereto,  in
light of the circumstances under which they were made) not misleading, except to
the extent, but only to the extent, that (i) such untrue statements or omissions
are based solely upon information  regarding such Holder furnished in writing to
the Company by such Holder expressly for use therein, or to the extent that such
information  relates  to  such  Holder  or  such  Holder's  proposed  method  of
distribution of Registrable  Securities and was reviewed and expressly  approved
in writing by such Holder  expressly for use in a Registration  Statement,  such
Prospectus or such form of Prospectus or in any amendment or supplement  thereto
(it being  understood  that the  Holder  has  approved  Annex A hereto  for this
purpose) or (ii) in the case of an occurrence of an event of the type  specified
in Section  3(d)(ii)-(vi),  the use by such Holder of an  outdated or  defective
Prospectus  after the  Company  has  notified  such  Holder in writing  that the
Prospectus  is outdated or defective  and prior to the receipt by such Holder of
the Advice  contemplated  in Section 6(d).  The Company shall notify the Holders
promptly of the institution,  threat or assertion of any Proceeding arising from
or in connection with the  transactions  contemplated by this Agreement of which
the Company is aware.


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


                                       10
<PAGE>


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

     Subject to the terms of this Agreement, all reasonable fees and expenses of
the  Indemnified  Party  (including  reasonable  fees and expenses to the extent
incurred in connection with investigating or preparing to defend such Proceeding
in a manner not inconsistent with this Section) shall be paid to the Indemnified
Party,  as incurred,  within ten (10) 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


                                       11
<PAGE>


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.

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

6. MISCELLANEOUS.

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

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

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


                                       12
<PAGE>


     (d) DISCONTINUED DISPOSITION. Each Holder agrees by its acquisition of such
Registrable  Securities  that,  upon receipt of a notice from the Company of the
occurrence  of any event of the kind  described in Section  3(d)(ii)-(vi),  such
Holder will forthwith  discontinue  disposition of such  Registrable  Securities
under a Registration  Statement until such Holder's receipt of the copies of the
supplemented  Prospectus and/or amended Registration  Statement,  or until it is
advised in writing (the  "ADVICE") by the Company that the use of the applicable
Prospectus  may be resumed,  and, in either  case,  has  received  copies of any
additional  or  supplemental  filings  that are  incorporated  or  deemed  to be
incorporated  by reference in such  Prospectus or  Registration  Statement.  The
Company will use its commercially  reasonable  efforts to ensure that the use of
the Prospectus may be resumed as promptly as is 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 SEC 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 stock option or other employee  benefit
plans,  then the  Company  shall  send to each  Holder a written  notice of such
determination  and, if within  fifteen  (15) days after the date of such notice,
any such Holder shall so request in writing,  the Company  shall include in such
registration  statement  all or any  part of such  Registrable  Securities  such
Holder  requests to be  registered,  subject to customary  underwriter  cutbacks
applicable to all holders of registration  rights;  PROVIDED,  THAT, the Company
shall not be required to register any  Registrable  Securities  pursuant to this
Section 6(e) that are eligible  for resale  pursuant to Rule 144(k)  promulgated
under  the  Securities  Act  or  that  are  the  subject  of  a  then  effective
registration statement.

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

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


                                       13
<PAGE>


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 Letter Agreement.

     (i)  NO  INCONSISTENT  AGREEMENTS.  Neither  the  Company  nor  any  of its
subsidiaries has entered, as of the date hereof, nor shall the Company or any of
its subsidiaries,  during the period beginning on the date of this Agreement and
ending at the end of the  Effectiveness  Period,  enter into any agreement  with
respect to its  securities,  that would have the effect of impairing  the rights
granted to the Holders in this  Agreement or that  otherwise  conflicts with the
provisions hereof.  Except as set forth on Schedule 3.1(v) to the Old Securities
Purchase  Agreement,  neither  the  Company  nor  any  of its  subsidiaries  has
previously  entered into any  agreement  granting any  registration  rights with
respect to any of its  securities to any Person that have not been  satisfied in
full.

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

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


                                       14
<PAGE>


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.


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


                                       15
<PAGE>





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

                                 ACCESS INTEGRATED TECHNOLOGIES, INC.


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










                       [SIGNATURE PAGES OF HOLDERS FOLLOW]









                                       16
<PAGE>



                           [SIGNATURE PAGE OF HOLDERS]

Name of Holder: Alexandra Global Master Fund Ltd.
SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: /s/ Vishal Brutani
Name of Authorized Signatory: Vishal Brutani
Title of Authorized Signatory: Portfolio Manager
Facsimile Number: __________________________
Email Address: __________________________



                           [SIGNATURE PAGES CONTINUE]








                                       17
<PAGE>


                           [SIGNATURE PAGE OF HOLDERS]

Name of Holder: AG Offshore Convertibles, Ltd.
SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: /s/ Fred Berger
Name of Authorized Signatory: Fred Berger
Title of Authorized Signatory: Authorized Signatory
Facsimile Number: __________________________
Email Address: __________________________



                           [SIGNATURE PAGES CONTINUE]








                                       17
<PAGE>


                           [SIGNATURE PAGE OF HOLDERS]

Name of Holder: Catalyst Associates, L.P.
SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: /s/ Michael R. Bruce
Name of Authorized Signatory: Michael R. Bruce
Title of Authorized Signatory: Managing Members of the General Partner
                               Cat Partners LLC
Facsimile Number: __________________________
Email Address: __________________________



                           [SIGNATURE PAGES CONTINUE]








                                       17
<PAGE>


                           [SIGNATURE PAGE OF HOLDERS]

Name of Holder: Basso Multi-Strategy Holdings Fund Ltd.
SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: /s/ Howard I. Fischer
Name of Authorized Signatory: Howard I. Fischer
Title of Authorized Signatory: Authorized Signatory
Facsimile Number: __________________________
Email Address: __________________________



                           [SIGNATURE PAGES CONTINUE]








                                       17
<PAGE>


                           [SIGNATURE PAGE OF HOLDERS]

Name of Holder: Basso Private Opportunity Holding Fund Ltd.
SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: /s/ Howard I. Fischer
Name of Authorized Signatory: Howard I. Fischer
Title of Authorized Signatory: Authorized Signatory
Facsimile Number: __________________________
Email Address: __________________________



                           [SIGNATURE PAGES CONTINUE]








                                       17
<PAGE>


                           [SIGNATURE PAGE OF HOLDERS]

Name of Holder: Pequot Scout Fund, L.P.
SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: /s/ Daniel Fishbane
Name of Authorized Signatory: Daniel Fishbane
Title of Authorized Signatory: CFO
Facsimile Number: __________________________
Email Address: __________________________



                           [SIGNATURE PAGES CONTINUE]








                                       17
<PAGE>


                           [SIGNATURE PAGE OF HOLDERS]

Name of Holder: Pequot Mariner Master Fund, L.P.
SIGNATURE OF AUTHORIZED SIGNATORY OF HOLDER: /s/ Daniel Fishbane
Name of Authorized Signatory: Daniel Fishbane
Title of Authorized Signatory: CFO
Facsimile Number: __________________________
Email Address: __________________________



                           [SIGNATURE PAGES CONTINUE]








                                       17
<PAGE>


                                                                         ANNEX A
                              PLAN OF DISTRIBUTION

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

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

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

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

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

         o  privately negotiated transactions;

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

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

         o  a combination of any such methods of sale;

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

         o  any other method permitted pursuant to applicable law.

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

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






<PAGE>


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

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

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

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

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


                                       2
<PAGE>


     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.













                                       3
<PAGE>




                                                                         ANNEX B
                      ACCESS INTEGRATED TECHNOLOGIES, INC.

                 SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE

     The undersigned  beneficial owner of Class A common stock, par value $0.001
per share (the  "COMMON  STOCK"),  of Access  Integrated  Technologies,  Inc., a
Delaware corporation (the "COMPANY"), (the "REGISTRABLE SECURITIES") understands
that the  Company  has  filed or  intends  to file  with the SEC a  registration
statement  on Form S-3, or if the Company is not then  eligible to register  for
resale the Registrable  Securities on Form S-3, in which case such  registration
shall be on another  appropriate form in accordance with the Registration Rights
Agreement (the  "REGISTRATION  STATEMENT") for the registration and resale under
Rule 415 of the Securities Act of 1933, as amended (the  "SECURITIES  ACT"),  of
the Registrable  Securities,  in accordance  with the terms of the  Registration
Rights  Agreement,  dated as of  November  16,  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.













<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   Principal   Amount  of   Registrable   Securities
                  beneficially  owned:

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





                                       2
<PAGE>



4.  BROKER-DEALER STATUS:

         (a)      Are you a broker-dealer?

                                        Yes |_|      No  |_|

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

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

                                        Yes |_|      No  |_|

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

                                        Yes |_|      No  |_|

         Note:    If  no,  the  SEC'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:


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










                                       3
<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:

                   Kelley Drye & Warren LLP
                   101 Park Avenue
                   New York, New York 10178
                   Attention: Cheryl M. Gandy, Esq.
                   Facsimile: (212) 808-7897






                                    4

