<SUBMISSION>
<ACCESSION-NUMBER>0000932440-05-000584
<TYPE>S-3
<PUBLIC-DOCUMENT-COUNT>6
<FILING-DATE>20051116
<DATE-OF-FILING-DATE-CHANGE>20051116
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>ACCESS INTEGRATED TECHNOLOGIES INC
<CIK>0001173204
<ASSIGNED-SIC>7389
<IRS-NUMBER>223720962
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-3
<ACT>33
<FILE-NUMBER>333-129747
<FILM-NUMBER>051210240
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>55 MADISON AVE
<CITY>MORRISTOWN
<STATE>NJ
<ZIP>07960
<PHONE>973-290-0080
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>s3_1043677.txt
<DESCRIPTION>FORM S-3 REGISTRATION STATEMENT
<TEXT>


       As filed with the Securities and Exchange Commission on November 16, 2005

                                                    Registration No. 333-_______


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

           Delaware                          7389                22-3720962
(State or other jurisdiction of (Primary Standard Industrial   (I.R.S. Employer
incorporation or organization)   Classification Code Number) Identification No.)

                          55 Madison Avenue, Suite 300
                              Morristown, NJ 07960
                                 (973) 290-0080

       (Address, including zip code, and telephone number, including area
                    code, of registrant's principal executive offices)


                                  A. DALE MAYO
                      Chief Executive Officer and President
                      Access Integrated Technologies, Inc.
                          55 Madison Avenue, Suite 300
                              Morristown, NJ 07960
                                 (973) 290-0080

            (Name, address, including zip code and telephone number,
                   including area code, of agent for service)

                                 With a copy to:

                           JONATHAN K. COOPERMAN, ESQ.
                            Kelley Drye & Warren LLP
                                 101 Park Avenue
                            New York, New York 10178
                                 (212) 808-7800

     Approximate date of commencement of proposed sale to the public:  From time
to time after the effective date of this registration statement.

     If the only  securities  being  registered  on this form are being  offered
pursuant to dividend or interest  reinvestment plans, please check the following
box. [_]

     If any of the securities being registered on this form are to be offered on
a delayed or continuous  basis  pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

     If this form is filed to  register  additional  securities  for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list  the  Securities  Act  registration  statement  number  of the  earlier
effective registration statement for the same offering. [_]

<PAGE>

     If this form is a  post-effective  amendment  filed pursuant to Rule 462(c)
under the  Securities  Act,  check the following box and list the Securities Act
registration  statement number of the earlier effective  registration  statement
for the same offering. [_]

     If delivery of the  prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
                                                                        Proposed
                                                                         Maximum
                                                                   Offering    Proposed Maximum   Amount of
   Title of Each Class of                        Amount to be      Price Per   Aggregate          Registration
Securities to be Registered                      Registered (1)    Share(2)    Offering Price     Fee
<S>                                               <C>              <C>         <C>                <C>
Class A Class A common stock,
par value $0.001 per share                       1,010,604          $7.62       $7,700,802.48      $906.38
</TABLE>
     (1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
          registrant is also registering such additional indeterminate number of
          shares of Class A common  stock as may become  issuable as a result of
          stock splits or stock dividends.

     (2)  The price is  estimated  solely  for the  purpose of  calculating  the
          registration  fee pursuant to Rule 457(c) and  represents  the average
          high and low trading prices of the Class A common stock as reported on
          the American Stock Exchange on November 15, 2005. [GRAPHIC OMITTED]

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

     THE REGISTRANT  HEREBY AMENDS THIS  REGISTRATION  STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER  AMENDMENT  WHICH  SPECIFICALLY  STATES  THAT  THIS  REGISTRATION
STATEMENT SHALL  THEREAFTER  BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH  DATE  AS THE  COMMISSION,  ACTING  PURSUANT  TO  SAID  SECTION  8(A),  MAY
DETERMINE.

<PAGE>

                             Dated _______ __, 2005


                                   PROSPECTUS

                                1,010,604 Shares

                              Class A common stock

This  prospectus  relates to the resale by certain selling  security  holders of
Access Integrated  Technologies,  Inc. of 1,010,604 shares of our Class A common
stock, par value $0.001 per share, including 71,359 shares of our Class A common
stock  issued to  security  holders  in our August 29,  2005  private  offering,
760,196  shares  of our  Class A common  stock  issuable  upon the  exercise  of
warrants  issued to those  security  holders  in our  August  29,  2005  private
offering,  and 8,780  shares of our Class A common  stock issued to Roth Capital
Partners  in  consideration  of  its  services  as  financial  advisor  to us in
connection  with  the  private  offering.  This  prospectus  may also be used by
selling  stockholders who exercised  registration  rights in relation to 170,269
shares  of our  Class A  common  stock  that  they  acquired  in  prior  private
transactions with us.

The selling  security holders may offer to sell the shares of our Class A common
stock being offered by this  prospectus at fixed  prices,  at prevailing  market
prices at the time of sale, at varying prices, or at negotiated prices.

The shares of our Class A common  stock are listed for  trading on the  American
Stock Exchange  under the symbol "AIX".  On November 15, 2005, the last reported
sale price of our Class A common stock on the American  Stock Exchange was $7.47
per share.

We will not receive any proceeds from the resale of shares of our Class A common
stock by the selling security holders,  other than payment of the exercise price
of the warrants if, and when,  they are  exercised.  We will pay the expenses of
this offering.

See "Risk  Factors"  beginning  on page 9 for a  discussion  of factors that you
should consider before buying shares of our Class A common stock.

NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES
COMMISSION HAS APPROVED OR  DISAPPROVED  OF THESE  SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.








                                _______ __, 2005

<PAGE>


                              ABOUT THIS PROSPECTUS

     This prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission (the "SEC" or the "Commission") utilizing
a shelf registration  process.  Under this shelf registration  process,  selling
stockholders may, from time to time, offer and sell shares of our Class A common
stock pursuant to this prospectus.  It is important for you to read and consider
all  of  the  information  contained  in  this  prospectus  and  any  applicable
prospectus  supplement before making a decision whether to invest in our Class A
common stock. You should also read and consider the information contained in the
documents that we have  incorporated by reference as described in "Where You Can
Find More Information" and  "Incorporation of Certain Documents By Reference" in
this prospectus.

     You should rely only on the information provided in this prospectus and any
applicable  prospectus  supplement,  including the  information  incorporated by
reference.  We have not  authorized  anyone to provide  you with  additional  or
different  information.  If anyone  provides you with  additional,  different or
inconsistent information, you should not rely on it. We are not offering to sell
or  soliciting  offers  to  buy,  and  will  not  sell,  any  securities  in any
jurisdiction  where it is  unlawful.  You  should  assume  that the  information
contained  in  this  prospectus  or in any  prospectus  supplement,  as  well as
information  contained  in a document  that we have  previously  filed or in the
future will file with the SEC and incorporate by reference in this prospectus or
any prospectus  supplement,  is accurate only as of the date of this prospectus,
the  applicable   prospectus   supplement  or  the  document   containing   that
information, as the case may be. Our financial condition, results of operations,
cash flows or business may have changed since that date.

                       WHERE YOU CAN FIND MORE INFORMATION

     We are  required  to file  periodic  reports,  proxy  statements  and other
information  relating to our business,  financial and other matters with the SEC
under the Securities  Exchange Act of 1934 (the "Exchange Act"). Our filings are
available   to  the  public  over  the   Internet  at  the  SEC's  web  site  at
http://www.sec.gov. You may also read and copy any document we file with the SEC
at,  and  obtain a copy of any such  document  by mail  from,  the SEC's  public
reference  room  located  at 100 F Street,  N.E.,  Washington,  D.C.  20549,  at
prescribed   charges.   Please  call  the  SEC  at  1-800-SEC-0330  for  further
information on the public reference room and its charges.

     We have filed with the SEC a  registration  statement on Form S-3 under the
Securities  Act of 1933 (the  "Securities  Act") with respect to our  securities
described in this prospectus.  References to the "registration statement" or the
"registration  statement of which this  prospectus  is a part" mean the original
registration statement and all amendments, including all schedules and exhibits.
This prospectus does not, and any prospectus supplement will not, contain all of
the information in the registration  statement  because we have omitted parts of
the registration statement in accordance with the rules of the SEC. Please refer
to the registration  statement for any information in the registration statement
that is not  contained  in  this  prospectus  or a  prospectus  supplement.  The
registration statement is available to the public over the Internet at the SEC's
web site  described  above and can be read and copied at the location  described
above.

     Each  statement  made  in  this  prospectus  or any  prospectus  supplement
concerning  a  document  filed as an exhibit to the  registration  statement  is
qualified  in  its  entirety  by  reference  to  that  exhibit  for  a  complete
description of its provisions.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The SEC allows us to  "incorporate  by  reference" in this  prospectus  the
information  contained in other  documents  filed  separately with the SEC. This
means that we can disclose  important  information  to you by  referring  you to
other  documents  filed  with  the  SEC  that  contain  such  information.   The
information  incorporated  by reference is an important part of this  prospectus
and prospectus supplement. Information disclosed in documents that we file later
with the SEC will automatically add to, update and change information previously
disclosed.  If there is additional  information  in a later filed  document or a
conflict or inconsistency between information in this prospectus or a prospectus
supplement  and  information  incorporated  by  reference  from  a  later  filed
document, you should rely on the information in the later dated document.


                                       1
<PAGE>
     We incorporate  by reference the documents  listed below (and the documents
incorporated  by  reference  therein)  that we have  previously  filed,  and any
documents  that we may file in the future,  with the SEC under  Sections  13(a),
13(c), 14 or 15(d) of the Exchange Act, until the offerings contemplated by this
prospectus are completed:

     o    our annual  report on Form  10-KSB for the fiscal year ended March 31,
          2005, filed with the SEC on June 29, 2005;
     o    our  quarterly  report on Form  10-QSB for the  period  ended June 30,
          2005, filed with the SEC on August 15, 2005;
     o    our  quarterly  report on Form  10-QSB/A for the period ended June 30,
          2005, filed with the SEC on August 19, 2005;
     o    our quarterly report on Form 10-QSB for the period ended September 30,
          2005, filed with the SEC on November 14, 2005;
     o    our current report on Form 8-K,  dated April 29, 2005,  filed with the
          SEC on April 29, 2005;
     o    our current  report on Form 8-K,  dated June 14, 2005,  filed with the
          SEC on June 14, 2005;
     o    our current  report on Form 8-K,  dated June 24, 2005,  filed with the
          SEC on June 24, 2005;
     o    our current  report on Form 8-K,  dated June 27, 2005,  filed with the
          SEC on June 27, 2005;
     o    our current  report on Form 8-K,  dated July 22, 2005,  filed with the
          SEC on July 22, 2005;
     o    our current report on Form 8-K/A,  dated July 22, 2005, filed with the
          SEC on July 22, 2005;
     o    our current report on Form 8-K, dated August 11, 2005,  filed with the
          SEC on August 11, 2005;
     o    our current report on Form 8-K, dated August 31, 2005,  filed with the
          SEC on August 31, 2005;
     o    our current  report on Form 8-K, dated  September 1, 2005,  filed with
          the SEC on September 1, 2005;
     o    our current report on Form 8-K, dated  September 16, 2005,  filed with
          the SEC on September 16, 2005;
     o    our current report on Form 8-K, dated October 6, 2005,  filed with the
          SEC on October 6, 2005;
     o    our current report on Form 8-K, dated October 18, 2005, filed with the
          SEC on October 18, 2005;
     o    our current report on Form 8-K, dated October 28, 2005, filed with the
          SEC on October 28, 2005;
     o    the  description  of  our  Class  A  common  stock  contained  in  our
          registration  statement on Form 8-A (File No.  001-31810),  filed with
          the SEC under Section 12 of the Exchange Act on September 24, 2003.

     Any  statement  made in  this  prospectus,  a  prospectus  supplement  or a
document incorporated by reference in this prospectus or a prospectus supplement
will be deemed to be modified or superseded for purposes of this  prospectus and
any applicable prospectus supplement to the extent that a statement contained in
an amendment to the registration statement, any subsequent prospectus supplement
or in any other subsequently filed document  incorporated by reference herein or
therein adds, updates or changes that statement.  Any statement so affected will
not be deemed, except as so affected, to constitute a part of this prospectus or
any applicable  prospectus  supplement.  You may obtain a copy of these filings,
excluding exhibits (but including exhibits that are specifically incorporated by
reference  in any such  filing),  free of  charge,  by oral or  written  request
directed to: Access Integrated Technologies, Inc., 55 Madison Avenue, Suite 300,
Morristown, NJ 07960, Attention: General Counsel, Telephone (973) 290-0080.

                           FORWARD-LOOKING STATEMENTS

     Various  statements   contained  in  this  prospectus  or  incorporated  by
reference into this prospectus  constitute  "forward-looking  statements" within
the  meaning  of  the  Private   Securities   Litigation  Reform  Act  of  1995.
Forward-looking  statements are based on current  expectations and are indicated
by words or  phrases  such as  "believe,"  "expect,"  "may,"  "will,"  "should,"
"seek," "plan,"  "intend" or "anticipate" or the negative  thereof or comparable
terminology, or by discussion of strategy.  Forward-looking statements represent
as of the date of this prospectus our judgment  relating to, among other things,
future results of operations,  growth plans,  sales,  capital  requirements  and
general industry and business conditions  applicable to us. Such forward-looking
statements  are based  largely on our current  expectations  and are  inherently
subject to risks and  uncertainties.  Our actual results could differ materially
from those that are  anticipated  or projected as a result of certain  risks and
uncertainties, including, but not limited to, a number of factors, such as:

     o    successful integration of acquired businesses;

     o    the  effect  of  our  indebtedness  on  our  financial  condition  and
          financial flexibility,  including,  but not limited to, the ability to
          obtain necessary financing for our business;

     o    economic and market conditions;

     o    the performance of our targeted markets;

     o    changes in business relationships with our major customers;

     o    competitive product and pricing pressures; and


                                       2
<PAGE>

     o    the other  risks and  uncertainties  that are  described  under  "Risk
          Factors" and elsewhere in this prospectus and from time to time in our
          filings with the SEC.

Except as otherwise  required to be disclosed in periodic reports required to be
filed by public  companies with the SEC pursuant to the SEC's rules,  we have no
duty to update these  statements,  and we undertake  no  obligation  to publicly
update or revise  any  forward-looking  statements,  whether  as a result of new
information,   future  events  or  otherwise.   In  light  of  these  risks  and
uncertainties,  we  cannot  assure  you  that  the  forward-looking  information
contained in this will in fact transpire.









                                       3
<PAGE>


                               PROSPECTUS SUMMARY


This summary highlights information contained elsewhere in this prospectus,  any
prospectus supplement and the documents  incorporated by reference.  It does not
contain all of the information that you should consider before making a decision
to invest in our Class A common  stock.  You should  read  carefully  the entire
prospectus,  any applicable prospectus supplement and the documents incorporated
by reference, including "Risk Factors" and the Consolidated Financial Statements
and Notes  thereto  included  elsewhere  or  incorporated  by  reference in this
prospectus or any prospectus supplement.

In this  prospectus,  "AccessIT",  "we," "us," "our" and the "Company"  refer to
Access  Integrated  Technologies,  Inc. and its subsidiaries  unless the context
otherwise requires.

                                  OUR BUSINESS

AccessIT was  organized  on March 31, 2000.  We are in the business of providing
software  services and technology  solutions to the motion picture  industry and
operating  Internet  data  centers.  We are  actively  expanding  into  new  and
interrelated  business  areas relating to the delivery and management of digital
cinema content to entertainment venues worldwide. These businesses, supported by
our Internet data center business, have become our primary strategic focus.

Our  business  focus is to create a secure,  managed  and  complete  system that
consists of software to book, track and perform accounting functions for digital
content in theatres,  deliver digital content to multiple  locations and provide
the content management  software for in-theatre  playback system for the digital
cinema marketplace. The system is intended to use all of our businesses:

Media Services

     o    Digital Media  Delivery - digital media  managed  electronic  delivery
          services and in-theatre  management  software for use in theatres from
          Access Digital Media, Inc. ("AccessDM"), our wholly- owned subsidiary,
          and satellite  delivery services from FiberSat Global Services,  Inc.,
          our wholly-owned  subsidiary.  The Pavilion Theatre (as defined below)
          is utilizing the digital media managed  electronic  delivery  services
          and  in-theatre  management  software  products.   Christie/AIX,  Inc.
          ("Christie/AIX"),  a wholly-owned  subsidiary of Access DM, was formed
          for the purpose of acquiring  digital  cinema  projectors  and related
          equipment  for placement  into movie  theaters in exchange for virtual
          print fees and other fees from movie distributors and exhibitors;

     o    Movie Distribution and Exhibitor Software - Hollywood  Software,  Inc.
          ("Hollywood SW"), our wholly-owned  subsidiary,  develops and licenses
          distribution and exhibitor software products and services;

Data Center Services

     o    Data  Centers -  AccessIT's  Internet  data  centers  ("IDCs" or "data
          centers"), including redundant sites in Los Angeles and New York City;
          and

     o    Managed  Service  Offerings-  managed  storage and network and systems
          management  services  by  Core  Technology  Services,  Inc.  ("Managed
          Services"), our wholly-owned subsidiary, and AccessIT.


Our system provides a digital content owner with the secure delivery of multiple
files to multiple locations with proactive notification and security management.
Our system also provides the digital  content  exhibitor  with access to digital
content,  freedom  to  choose  what to play and  when to play it with  proactive
notifications and management software.  We have created a system whereby digital
content is  delivered  where it is supposed to go and played when it is supposed
to be played,  along with the ability to act upon and report back management and
financial information.

We have two reportable segments: Media Services, which represents the operations
of AccessDM  (including  Boeing Digital (as defined below)),  Pavilion  Theatre,
FiberSat (as defined  below),  Christie/AIX  and  Hollywood  SW; and Data Center
Services,  which  are  comprised  of our  IDC  operations  and  Managed  Service
Offerings.

In  February  2003,  we  organized  AccessDM,  which  in  May  2004  became  our
wholly-owned  subsidiary.  AccessDM has developed proprietary software,  Digital
Express  e-Courier,  capable of worldwide  delivery of digital data -- including
movies,  advertisements and alternative  content such as concerts,  seminars and
sporting events -- to movie theaters and other venues having digital  projection
equipment.  Also,  in April 2005 we  completed  the  development  of  in-theatre
management  software for use by digitally - equipped movie theaters,  called the
Theatre Command Center.



                                       4
<PAGE>

In November  2003,  we  acquired  all of the capital  stock of  Hollywood  SW, a
leading  provider of proprietary  transactional  support software and consulting
services for distributors  and exhibitors of filmed  entertainment in the United
States and Canada  (the  "Hollywood  SW  Acquisition").  Its  licensed  software
records and manages information  relating to the planning,  scheduling,  revenue
sharing, cash flow and reporting associated with the distribution and exhibition
of theatrical films. In addition,  Hollywood SW's software  complements,  and is
integrated  with,  AccessDM's  digital  content  delivery  software  by enabling
Hollywood  SW's  customers to seamlessly  plan and schedule  delivery of digital
content  to  entertainment  venue  operators  as well as to manage  the  related
financial transactions.

In an effort to increase the  competitive  advantage of our IDCs,  on January 9,
2004, we acquired  Managed  Services,  a managed service provider of information
technologies.  As an information  technology outsourcing  organization,  Managed
Services manages  clients'  networks and systems in over 35 countries in Europe,
Asia,  North and South  America  and more than 20 states in the  United  States.
Managed Services operates a 24x7 Global Network Command Center ("GNCC"), capable
of running the networks and systems of large corporate clients. The four largest
customers of Managed Services  accounted for  approximately 54% of its revenues.
The managed services  capabilities of Managed Services have been integrated with
our IDCs and now operate under the name of AccessIT Managed Services.

In March 2004, we acquired  certain  assets of Boeing  Digital  Cinema  ("Boeing
Digital"),  a division  of The Boeing  Company  ("Boeing").  These  assets  were
purchased to further our strategy of becoming a leader in the delivery of movies
and other digital  content to movie  theaters.  The acquired  assets  consist of
digital projectors, satellite dishes and other equipment installed at 28 screens
within 21 theaters in the United States and equipment stored at other locations,
and satellite transmission equipment located in Los Angeles,  California.  Since
the acquisition,  we have used the stored equipment (and added new equipment) in
an additional 3 screens within 2 theaters in the United States.

Also in March 2004, we refinanced approximately $4.2 million aggregate principal
amount (plus accrued and unpaid interest) of our promissory notes pursuant to an
exchange  offer.  In exchange  for these  promissory  notes,  we issued  707,477
unregistered  shares of our  Class A common  stock  and $1.7  million  aggregate
principal  amount of new  convertible  notes which,  as of March 31, 2005,  were
convertible  into a maximum of 312,425  shares of our Class A common  stock.  In
September 2005, in accordance with certain  automatic  conversion  provisions of
these convertible  notes, all of the notes were converted into 307,871 shares of
our Class A Common Stock, of which 67,713 shares remain unregistered.

In May 2004,  we entered  into an agreement  with a holder of 750,000  shares of
AccessDM's  common  stock,  to exchange  all of the  holder's  shares for 31,300
unregistered  shares  of  AccessIT's  Class A common  stock.  As a result of the
transaction,  which was consummated on May 26, 2004,  AccessIT now holds 100% of
AccessDM's common stock.

In June 2004,  we  consummated a $4.87  million  private  placement of 1,217,500
unregistered  shares of our Class A common  stock with  institutional  and other
accredited investors.  Pursuant to the private placement,  we also issued to the
investors and the placement  agent warrants to purchase up to 243,500 and 60,875
shares of our Class A common stock, respectively,  at an exercise price of $4.80
per share,  exercisable  upon receipt.  We  registered  the resale of all of the
1,217,500   shares  and  the  304,375  shares   underlying  the  warrants  on  a
registration  statement  on Form  SB-2 with the SEC on July 2,  2004,  which was
declared effective by the SEC on July 20, 2004.

In November  2004, we  consummated a $1.1 million  private  placement of 282,776
unregistered  shares of our Class A common stock at $3.89 per share with certain
accredited   investors  (the   "November  2004  PIPE").   The  net  proceeds  of
approximately  $1.023  million  from this  private  placement  were used for the
FiberSat  Acquisition and for working capital.  These shares carry piggyback and
demand registration rights, at the sole expense of the investors.  The investors
exercised  their piggyback  registration  rights and we registered the resale of
all of the 282,776  shares on a  registration  statement on Form S-3,  which was
declared effective by the SEC on March 21, 2005.

Also in November 2004, we acquired  substantially  all of the assets of FiberSat
Global Services,  LLC ("FiberSat")  through FiberSat Global Services,  Inc., our
wholly-owned subsidiary (the "FiberSat Acquisition"). FiberSat, headquartered in
Chatsworth,  California, provides services utilizing satellite ground facilities
and fiber-optic  connectivity to receive,  process,  store, encrypt and transmit
television and data signals globally.  FiberSat's  Chatsworth facility currently
houses the  infrastructure  operations of our digital cinema satellite  delivery
services. By completing the FiberSat Acquisition,  we gained extensive satellite
distribution   and  networking   capabilities   provided  by  FiberSat's   fully
operational data storage and uplink facility located in Los Angeles, California.
FiberSat  has  the  ability  to  provide  broadband  video,  data  and  Internet
transmission and encryption  services for the broadcast and cable television and
communications industries.


                                       5
<PAGE>

In February  2005, we  consummated a private  placement of $7.6 million,  4-year
convertible   debentures  (the   "Convertible   Debentures").   The  Convertible
Debentures  bore interest at the rate of 7% per year and were  convertible  into
shares of our Class A common  stock at the price of $4.07 per share,  subject to
possible  adjustment  from  time to time.  In  connection  with the  Convertible
Debenture offering, we issued the participating institutional investors warrants
(the "Convertible  Debentures Warrants") exercisable for up to 560,196 shares of
Class A common stock at an initial exercise price of $4.44 per share, subject to
adjustment  from time to time.  We  registered  the  resale of all of the shares
underlying the Convertible Debentures and the Convertible Debentures Warrants on
a registration statement on Form S-3, which was declared effective by the SEC on
March 21, 2005.  As described  below,  all of the  Convertible  Debentures  were
converted, and all of the Convertible Debentures Warrants were exercised, by the
holders on September 6, 2005.

Also  in  February  2005,  through  ADM  Cinema  Corporation,  our  wholly-owned
subsidiary ("ADM Cinema"),  we consummated the acquisition of substantially  all
of the assets of the Pavilion Movie Theatre located in the Park Slope section of
Brooklyn,  New York ("Pavilion  Theatre") from Pritchard Square Cinema, LLC. The
Pavilion Theatre is an eight-screen movie theatre and cafe and is a component of
the  Media  Services  segment.  Continuing  to  operate  as a  fully  functional
multiplex,  the Pavilion  Theatre will become our showplace to  demonstrate  our
integrated digital cinema solutions to the movie entertainment industry.

In June 2005 we formed Christie/AIX. On June 15, 2005 the Company entered into a
digital cinema framework agreement,  as amended on August 31, 2005 and September
30, 2005 (the "Framework Agreement") with Christie/AIX, Christie Digital Systems
USA, Inc.  ("Christie")  and AccessDM.  The  Framework  Agreement  provides that
Christie/AIX  will, among other things,  (1) seek to raise financing to purchase
200  of  Christie's   digital  cinema  projection  systems  (the  "Systems")  at
agreed-upon prices; (2) seek additional debt and/or equity financing to purchase
an additional 2,300 Systems at agreed-upon  prices; and (3) agree that the total
NUMBER OF SYSTEMS WHICH MAY BE ORDERED is 4,000  Systems.  As of November  2005,
Christie/AIX has ordered 200 of the Systems from Christie.

In  connection  with  facilitating  deployment  of the  Systems  the Company has
entered into digital cinema  deployment  agreements,  for  distribution of movie
releases to theaters equipped with the Systems.

In connection with the execution of the Framework  Agreement the Company engaged
a third party to assist in raising  funds to purchase the  equipment  associated
with the Framework  Agreement,  and for general corporate purposes.  On July 19,
2005 the Company sold to certain institutional and other accredited investors in
a private  placement  (the "July 2005 Private  Placement")  a total of 1,909,115
shares of Class A common stock at $9.50 per share and  warrants  (the "July 2005
Private  Placement  Warrants") to purchase up to 477,275 shares of the Company's
Class A common  stock at an  exercise  price of  $11.00  per  share.  The  gross
proceeds from the July 2005 Private  Placement were $18.1 million,  prior to the
placement agent's fee and various other expenses. The Company intends to use the
net proceeds of the July 2005  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.  In August
2005, the Company ordered the first 100 digital cinema systems from Christie.

The July 2005 Private Placement Warrants become exercisable on February 18, 2006
and expire on February 18, 2011.  The July 2005 Private  Placement  Warrants are
callable by the Company,  subject to certain conditions,  after the later of (i)
the date which is seven  months  after the date of issuance of the  Warrants and
(ii) the date on which the registration  statement below was 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. We registered the
resale of all of the shares and all of the shares underlying the warrants issued
in the July 2005 Private Placement on a registration statement on Form S-3 which
was declared effective by the SEC on August 31, 2005.



                                       6
<PAGE>

On August 29, 2005, we entered into a letter agreement (the "Letter  Agreement")
with the  holders  of our  Convertible  Debentures  and  Convertible  Debentures
Warrants  pursuant  to  which  the  holders  agreed  to  convert  all  of  their
Convertible   Debentures  and  exercise  all  of  their  Convertible  Debentures
Warrants.  The  Convertible  Debentures  were  converted,  and  the  Convertible
Debentures Warrants were exercised, in full on September 6, 2005 and the Company
realized net proceeds of approximately $2.48 million as a result of the exercise
of the  Convertible  Debentures  Warrants.  In  consideration  for the  holders,
agreeing to convert the  Convertible  Debentures  and exercise  the  Convertible
Debentures  Warrants,  we issued to the holders an aggregate of 71,359 shares of
Class A common stock and warrants to purchase an aggregate of 760,196  shares of
Class A common  stock (the "New  Warrants")  at an exercise  price of $11.39 per
share, subject to adjustment.  The New Warrants are exercisable at any time, and
from time to time,  on or prior to  August  29,  2010.  We also  entered  into a
registration rights agreement with the holders relating to the 71,359 shares and
the 760,196 shares  underlying the New Warrants.  The registration  statement of
which this prospectus is a part was filed pursuant to that  registration  rights
agreement.  We offer  interrelated  services that use each of our business units
for the planning, purchasing, delivery and management of digital content -- such
as movies,  advertising,  trailers and alternative content,  including concerts,
seminars and sporting events -- to movie theater and other venue  operators.  We
believe that our ability to offer a wide range of fully  managed  services  will
differentiate us from other service providers,  including  distributors of other
types of digital media.

During the fiscal year ended March 31, 2005, we received 62% of our revenue from
the Data Center Services  segment and 38% of our revenue from the Media Services
segment.  During the fiscal year ended March 31,  2004,  we received  81% of our
revenue  from the Data Center  Services  segment and 19% of our revenue from the
Media Services  segment.  For the fiscal year ended March 31, 2005, KMC Telecom,
an IDC customer,  accounted for approximately 18% of our revenues.  Our contract
with KMC Telecom  expires on December 31, 2005.  We have  received an indication
from KMC Telecom  that they will not renew the contract for at least some of the
sites  that they are  currently  licensing  under the  contract.  Total  monthly
revenue from KMC is approximately  $150,000.  No other single customer accounted
for greater  than 10% of revenues  during the fiscal year ended March 31,  2005.
Additionally  we have two other large data center  customer  contracts which are
expiring before July 1, 2006, which currently provide approximately  $108,000 of
total  monthly  revenue.  We have not yet received an  indication  as to whether
these contracts will be renewed.



                                       7
<PAGE>

Our principal  executive  offices are located at 55 Madison  Avenue,  Suite 300,
Morristown,  NJ  07960,  and our  telephone  number  at such  offices  is  (973)
290-0080. Our e-mail address is investor@accessitx.com  and our web site address
is  www.accessitx.com.  Information accessed on or through our web site does not
constitute a part of this prospectus.

                                  THE OFFERING


Class A common stock offered
by selling security holders..........................1,010,604 shares(1)

Common stock equivalents
presently outstanding................................15,288,496 shares(2)

Common stock equivalents to be
outstanding immediately
after this offering..................................15,288,496 shares(2)

Use of proceeds......................................We  will  not  receive  any
                                                     proceeds from the resale of
                                                     shares   of  our   Class  A
                                                     common stock by the selling
                                                     security   holders,   other
                                                     than    payment    of   the
                                                     exercise   price   of   the
                                                     warrants.


American Stock Exchange symbol.......................AIX

     (1)  This  prospectus  covers the resale by the  selling  security  holders
          named in this  prospectus  of up to  1,010,604  shares  of our Class A
          common stock acquired in private transactions, including 71,359 shares
          pursuant to the Letter Agreement, 760,196 shares of our Class A common
          stock  issuable upon the exercise of warrants  issued to some of those
          selling security holders, and 8,780 shares of our Class A common stock
          issued to Roth Capital Partners,  LLC in consideration of its services
          as  financial  advisor  to  us in  connection  with  the  transactions
          contemplated by the Letter Agreement. This prospectus may also be used
          by selling  stockholders  exercising  their  registration  rights with
          respect  to  170,269  shares  of our Clas A  common  stock  that  they
          acquired in various transactions with us. The selling security holders
          may offer to sell the shares of Class A common stock being  offered in
          this  prospectus at fixed prices,  at prevailing  market prices at the
          time of sale, at varying  prices or at negotiated  prices.  Please see
          "Plan of Distribution"  in this prospectus for a detailed  explanation
          of how the shares of Class A common stock may be sold.

     (2)  Reflects 14,362,685  outstanding shares of our Class A common stock as
          of October 28,  2005,  and 925,811  outstanding  shares of our Class B
          common  stock as of  October  28,  2005,  which are  convertible  into
          925,811  shares of Class A common stock.  Please see  "Description  of
          Securities" in this prospectus for a discussion of our capital stock.

This prospectus  contains our trademarks,  tradenames and  servicemarks and also
contains certain trademarks, tradenames and servicemarks of other parties.


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



                                       8
<PAGE>

                                  RISK FACTORS


An  investment  in our Class A common  stock  involves a high degree of risk and
uncertainty.  You should  carefully  consider the risks  described  below before
deciding to invest in our Class A common stock.  The risks  described  below are
not the only ones facing our company. Additional risks not presently known to us
or that we presently consider  immaterial may also adversely affect our company.
If any of the following risks occur, our business,  financial condition, results
of operations  and prospects  could be materially  adversely  affected.  In that
case, the trading price of our Class A common stock could decline, and you could
lose all or part or your  investment.  In assessing these risks, you should also
refer to the other  information  included or  incorporated  by reference in this
prospectus, including the consolidated financial statements and notes thereto of
our company included elsewhere in this prospectus.

WE HAVE INCURRED LOSSES SINCE OUR INCEPTION.

We have incurred  losses since our inception in March 2000 and have financed our
operations  principally  through equity investments and borrowings.  We incurred
net losses of $4.8  million and $6.8 million in the fiscal years ended March 31,
2004 and 2005,  respectively.  We have also incurred a net loss of $11.8 million
for the six months ended  September  30, 2005.  As of September 30, 2005, we had
working capital of $10.7 million and cash and cash equivalents of $14.1 million;
we had an accumulated deficit of $33.2 million; and, from inception through such
date, we had used $10.3 million in cash for operating activities. Our net losses
are likely to continue for the foreseeable future.

Our ability to become  profitable  is  dependent  upon us achieving a sufficient
volume  of  business  from our  customers.  If we cannot  achieve a high  enough
volume,  we likely will incur  additional  net and operating  losses.  We may be
unable to continue our business as  presently  conducted  unless we obtain funds
from additional financings.

Our net losses and negative cash flows may increase as and to the extent that we
increase the size of our business  operations,  increase our sales and marketing
activities,  enlarge our customer support and professional  services and acquire
additional  businesses.  These  efforts may prove to be more  expensive  than we
currently   anticipate  which  could  further  increase  our  losses.   We  must
significantly  increase  our revenues in order to become  profitable.  We cannot
reliably  predict  when,  or if, we will become  profitable.  Even if we achieve
profitability, we may not be able to sustain it. If we cannot generate operating
income  or  positive  cash  flows in the  future,  we will be unable to meet our
working capital requirements.

WE HAVE LIMITED  EXPERIENCE  IN OUR BUSINESS  OPERATIONS,  WHICH MAY  NEGATIVELY
AFFECT OUR ABILITY TO GENERATE SUFFICIENT REVENUES TO ACHIEVE PROFITABILITY.

We were  incorporated  on March 31, 2000.  Our first IDC became  operational  in
December 2000. In addition to our data center operations,  we have expanded into
the  following  new business  areas:  (a)  providing  back office  transactional
software for  distributors  and  exhibitors of filmed and digital  entertainment
through our wholly-owned  subsidiary,  Hollywood SW; (b) providing  software and
systems for the  delivery  of digital  entertainment,  such as movies,  to movie
theater and other venues  through our  wholly-owned  subsidiary,  AccessDM;  (c)
providing    information    technologies,    secure    system    monitoring   of
telecommunications   and  data  network  outsourcing  through  our  wholly-owned
subsidiary,  Managed Services; (d) providing satellite delivery services through
our wholly-owned subsidiary FiberSat; (e) operating of a movie theater,  through
our  wholly-owned  subsidiary ADM Cinema;  (f) through the planned  operation of
Christie/AIX, placing digital cinema projection systems into movie theaters; and
(g)  collecting  virtual  print fees in connection  therewith.  Although we have
retained the senior management of Hollywood SW, Managed Services,  and FiberSat,
we have little  experience  in these new areas of business and cannot assure you
that we will be able to develop and market the services provided  thereby.  None
of these new businesses is directly related to our data center operations and we
cannot assure you that any of them will  complement our data center  operations,
or vice versa.  We also cannot  assure you that we will be able to  successfully
operate  these  businesses.  Our efforts to expand into these five new  business
areas may prove costly and time-consuming  and may divert a considerable  amount
of resources from our data center operations.

Our lack of operating  experience in the digital  cinema  industry and providing
transactional software for movie distributors could result in:

     o    increased operating and capital costs;

     o    an inability to effect a viable growth strategy;



                                       9
<PAGE>

     o    service interruptions for our customers; and

     o    an inability to attract and retain customers.

We may not be able to  generate  sufficient  revenues  to achieve  profitability
through the operation of our data centers,  our digital  cinema  business or our
movie  distribution  software  business.  We cannot  assure  you that we will be
successful in marketing and operating  these new  businesses  or, even if we are
successful in doing so, that we will not experience additional losses.

OUR RECENT  ACQUISITIONS  INVOLVE  RISKS,  INCLUDING  OUR INABILITY TO INTEGRATE
SUCCESSFULLY THE NEW BUSINESSES AND OUR ASSUMPTION OF CERTAIN LIABILITIES.

We have made several meaningful  acquisitions to expand into new business areas.
However,   we  may  experience  costs  and  hardships  in  integrating  the  new
acquisitions  into our current  business  structure.  On  November  3, 2003,  we
acquired  Hollywood SW and on January 9, 2004, we acquired Managed Services.  On
March 29, 2004, we acquired assets used in the operations of Boeing  Digital,  a
business unit of Boeing,  which we integrated into the business of AccessDM.  On
November 17, 2004,  we acquired  assets of  FiberSat.  On February 11, 2005,  we
acquired the Pavilion Theatre through ADM Cinema,  our wholly-owned  subsidiary.
Most recently, in June 2005, we created Christie/AIX,  a wholly-owned subsidiary
of  AccessDM.  We  may  not be  able  to  integrate  successfully  the  acquired
businesses and assets into our existing  business.  We cannot assure you that we
will be able to  effectively  market the  services  provided  by  Hollywood  SW,
AccessDM,  Managed  Services,  FiberSat,  the Pavilion  Theatre and Christie/AIX
along  with our data  centers.  Further,  these new  businesses  and  assets may
involve a  significant  diversion of our  management  time and  resources and be
costly.  Our acquisition of these  businesses and assets also involves the risks
that the  businesses  and assets  acquired may prove to be less valuable than we
expected and/or that we may assume unknown or unexpected liabilities,  costs and
problems.  In addition,  we assumed certain liabilities in connection with these
acquisitions and we cannot assure you that we will be able to satisfy adequately
such  assumed  liabilities.  Other  companies  that offer  similar  products and
services  may be able to  market  and sell  their  products  and  services  more
cost-effectively than we can.

BECAUSE THE USE OF ACCESSDM'S  SERVICES  LARGELY  DEPENDS ON THE EXPANDED USE OF
DIGITAL  PRESENTATIONS  REQUIRING ELECTRONIC DELIVERY, IF SUCH EXPANDED USE DOES
NOT OCCUR, NO VIABLE MARKET FOR ACCESSDM'S SERVICES MAY DEVELOP.

Even if we are among the first to develop  software and systems for the delivery
of digital content to movie theaters and other venues,  the demand for them will
largely depend on a concurrent  expansion of digital  presentations at theaters,
which may not occur for several years. There can be no assurance,  however, that
major movie studios that currently rely on traditional  distribution networks to
provide  physical  delivery  of digital  files will  adopt a  different  method,
particularly  electronic  delivery,  of  distributing  digital  content to movie
theaters.  If the  development of digital  presentations  and changes in the way
digital  files are delivered  does not occur,  there may be no viable market for
AccessDM's delivery systems and software.

IF WE DO NOT MANAGE OUR GROWTH, OUR BUSINESS WILL BE HARMED.

We may not be successful in managing our rapid growth.  Since  February 2003, we
have acquired five businesses and in connection with those acquisitions, we have
formed three more  subsidiaries.  These  subsidiaries  operate in business areas
different from our data center operations business.  The number of our employees
has grown  from 11 in March  2003 to 34 in March  2004 and to 93 in March  2005.
Past growth has placed,  and future growth will  continue to place,  significant
challenges  on  our  management   and  resources,   related  to  the  successful
integration of the newly acquired  businesses.  To manage the expected growth of
our  operations,  we will need to  improve  our  existing,  and  implement  new,
operational and financial systems,  procedures and controls. We may also need to
expand our finance,  administrative,  client services and operations  staffs and
train and manage our growing employee base effectively.  Our current and planned
personnel,  systems,  procedures and controls may not be adequate to support our
future  operations.  Our business,  results of operations and financial position
will suffer if we do not effectively manage our growth.

WE MAY NOT BE ABLE TO  GENERATE  THE  AMOUNT OF CASH  NEEDED TO FUND OUR  FUTURE
OPERATIONS.

Our ability either to make payments on or to refinance our  indebtedness,  or to
fund planned capital  expenditures  and research and development  efforts,  will
depend on our  ability to generate  cash in the future.  Our ability to generate
cash is in part subject to general economic, financial, competitive,  regulatory
and other factors that are beyond our control.



                                       10
<PAGE>

Based on our  current  level of  operations,  we  believe  our  cash  flow  from
operations and available cash financed  through the issuance of common stock and
promissory  notes will be  adequate  to meet our future  liquidity  needs for at
least  one  year  from  the  date of this  prospectus.  Significant  assumptions
underlie  this  belief,  including,  among other  things,  that there will be no
material   adverse   developments   in  our   business,   liquidity  or  capital
requirements. If we are unable to service our indebtedness, we will be forced to
adopt an alternative strategy that may include actions such as:

     o    reducing capital expenditures;

     o    reducing research and development efforts;

     o    selling assets;

     o    restructuring or refinancing our remaining indebtedness; and

     o    seeking additional funding.

We cannot assure you, however,  that our business will generate  sufficient cash
flow  from  operations,  or that we will be able to make  future  borrowings  in
amounts sufficient to enable us to pay the principal and interest on our current
indebtedness or to fund our other liquidity  needs. We may need to refinance all
or a portion of our  indebtedness  on or before  maturity.  We cannot assure you
that  we  will be able to  refinance  any of our  indebtedness  on  commercially
reasonable terms or at all.

WE MAY CONTINUE TO HAVE CUSTOMER  CONCENTRATION IN OUR BUSINESS, AND THE LOSS OF
ONE OR MORE OF OUR LARGEST CUSTOMERS COULD HAVE A MATERIAL ADVERSE EFFECT ON US.

We expect that we will rely, at least in the near future,  upon a limited number
of customers  for a  substantial  percentage of our revenues and may continue to
have customer concentration  company-wide.  For our fiscal years ended March 31,
2004 and 2005, our four largest  customers  accounted for  approximately 54% and
40% of our revenues,  respectively (our largest customer, KMC Telecom, accounted
for  approximately  27% and 18%,  respectively  of our  revenues for such fiscal
years).  Our contract  with KMC Telecom  expires on December  31, 2005.  We have
received an  indication  from KMC Telecom  that they will not renew the contract
for at least  some of the sites  that  they are  currently  licensing  under the
contract.  We currently receive monthly revenues of approximately  $150,000 from
KMC. In addition there are two other large datacenter  contracts expiring before
July 2006, from which we receive  approximately  $108,000 per month. We have not
received an indication of whether these customers  intend to renew. The revenues
generated  from our IDC  business  constituted  approximately  62% of our  total
revenue for the fiscal year ended March 31, 2005.

AccessDM  generated  revenues  of  $260,000  for the fiscal year ended March 31,
2005,  and we  anticipate  that  AccessDM's  revenues  will grow  significantly,
although there can be no assurances of this. For the fiscal year ended March 31,
2005, the five largest customers of Hollywood SW accounted for approximately 78%
of  its  revenues  (its  largest  customer,  20th  Century  Fox,  accounted  for
approximately  35% of its revenues for such  period).  For the fiscal year ended
March 31,  2005,  the four largest  customers  of Managed  Services and FiberSat
accounted for approximately 54% and 73% of their respective  revenues. A loss of
or decrease in business from one or more of our largest customers for any reason
could have a material  adverse  effect on our business,  financial  position and
results of operations.

OUR  SUBSTANTIAL  DEBT  AND  LEASE   OBLIGATIONS   COULD  IMPAIR  OUR  FINANCIAL
FLEXIBILITY AND OUR COMPETITIVE POSITION.

We now have, and will continue to have,  significant debt  obligations.  We have
notes payable to third parties with principal  amounts  aggregating $3.4 million
as of September 30, 2005. We also have capital lease  obligations with principal
amounts aggregating $6.2 million as of September 30, 2005.

These obligations could have important consequences for us, including:

     o    limiting our ability to obtain  necessary  financing in the future and
          make  it  more  difficult  for  us  to  satisfy  our  lease  and  debt
          obligations;

     o    requiring  us to  dedicate a  substantial  portion of our cash flow to
          payments  on our  lease and debt  obligations,  thereby  reducing  the
          availability  of our  cash  flow  to  fund  working  capital,  capital
          expenditures and other corporate requirements;

     o    making us more  vulnerable  to a downturn in our business and limiting
          our flexibility to plan for, or react to, changes in our business; and



                                       11
<PAGE>

     o    placing us at a competitive  disadvantage compared to competitors that
          might have stronger balance sheets or better access to capital by, for
          example, limiting our ability to enter into new markets.

If we are unable to meet our lease and debt  obligations,  we could be forced to
restructure or refinance our obligations, to seek additional equity financing or
to sell assets,  which we may not be able to do on satisfactory terms or at all.
As a result, we could default on those obligations.

AN INABILITY TO OBTAIN NECESSARY FINANCING MAY HAVE A MATERIAL ADVERSE EFFECT ON
OUR FINANCIAL POSITION,  OPERATIONS AND PROSPECTS IF UNANTICIPATED CAPITAL NEEDS
ARISE.

Our capital  requirements may vary  significantly from what we currently project
and be affected by unforeseen delays and expenses.  We may experience  problems,
delays,  expenses and difficulties  frequently encountered by similarly-situated
companies,  as  well  as  difficulties  as a  result  of  changes  in  economic,
regulatory or competitive  conditions.  If we encounter any of these problems or
difficulties   or  have   underestimated   our   operating   losses  or  capital
requirements,  we may require  significantly  more  financing  than we currently
anticipate.  We cannot  assure you that we will be able to obtain  any  required
additional financing on terms acceptable to us, if at all. We will be restricted
in the type and amount of additional  indebtedness that we may incur as a result
of our  acquisition  of Hollywood  SW. In  connection  with the  acquisition  of
Hollywood  SW, we issued  secured  promissory  notes to the sellers that will be
senior to all  indebtedness  during the term of those  notes other than any debt
provided by a bank or institutional  lender,  which is less than $1.0 million in
aggregate  principal amount,  unsecured or secured by the assets of Hollywood SW
and its  subsidiaries.  An inability to obtain necessary  financing could have a
material adverse effect on our financial position,  operations and prospects. In
connection with the Framework Agreement,  we have agreed,  through Christie/AIX,
to seek to raise financing for purchases of digital cinema  projection  systems.
If we are  unable  to  raise  such  funds,  we may not be able  to  fulfill  our
obligations under the Framework Agreement.

OUR  PLAN  TO  ACQUIRE  ADDITIONAL  BUSINESSES  INVOLVES  RISKS,  INCLUDING  OUR
INABILITY   SUCCESSFULLY   TO  COMPLETE  AN   ACQUISITION,   OUR  ASSUMPTION  OF
LIABILITIES, DILUTION OF YOUR INVESTMENT AND SIGNIFICANT COSTS.

We intend to make further acquisitions of similar or complementary businesses or
assets,  although there are no acquisitions identified by us as probable at this
time. Even if we identify appropriate acquisition  candidates,  we may be unable
to negotiate successfully the terms of the acquisitions, finance them, integrate
the acquired  business into our then existing business and/or attract and retain
customers.  Completing an  acquisition  and  integrating  an acquired  business,
including our recently acquired businesses,  may require a significant diversion
of  management  time and resources and involves  assuming new  liabilities.  Any
acquisition  also  involves  the risks that the assets  acquired  may prove less
valuable  than  expected  and/or  that  we  may  assume  unknown  or  unexpected
liabilities, costs and problems. If we make one or more significant acquisitions
in which the  consideration  consists of our capital stock, your equity interest
in our company could be diluted,  perhaps  significantly.  If we were to proceed
with one or more significant  acquisitions in which the  consideration  included
cash, we could be required to use a substantial  portion of our available  cash,
or obtain additional financing to consummate them.

WE EXPECT COMPETITION TO BE INTENSE:  IF WE ARE UNABLE TO COMPETE  SUCCESSFULLY,
OUR BUSINESS AND RESULTS OF OPERATIONS WILL BE SERIOUSLY HARMED.

The markets for the IDC facilities and managed  services  business,  the digital
cinema  business  and  the  movie  distribution   software  business,   although
relatively new, are competitive, evolving and subject to rapid technological and
other changes.  We expect the intensity of competition in each of these areas to
increase in the future.  Companies  willing to expend the  necessary  capital to
create facilities and/or software similar to ours may compete with our business.

Increased  competition may result in reduced revenues and/or margins and loss of
market  share,  any of which  could  seriously  harm our  business.  In order to
compete  effectively in each of these fields,  we must  differentiate  ourselves
from competitors.

Many of our current and potential  competitors have longer  operating  histories
and greater financial,  technical,  marketing and other resources than us, which
may permit them to adopt aggressive pricing policies. As a result, we may suffer
from  pricing  pressures  that could  adversely  affect our  ability to generate
revenues  and our  results  of  operations.  Many of our  competitors  also have
significantly greater name and brand recognition and a larger customer base than
us. We may not be able to compete  successfully with our competitors.  If we are
unable to compete  successfully,  our business and results of operations will be
seriously harmed.



                                       12
<PAGE>

WE FACE THE RISKS OF AN EARLY-STAGE COMPANY IN A NEW AND RAPIDLY EVOLVING MARKET
AND MAY NOT BE ABLE SUCCESSFULLY TO ADDRESS SUCH RISKS AND EVER BE SUCCESSFUL OR
PROFITABLE.

We have encountered and will continue to encounter the challenges, uncertainties
and  difficulties  frequently  experienced by  early-stage  companies in new and
rapidly evolving markets, including:

     o    lack of operating experience;

     o    net losses;

     o    lack of sufficient customers;

     o    insufficient revenues and cash flow to be self-sustaining;

     o    necessary capital expenditures;

     o    an unproven business model;

     o    a changing business focus; and

     o    difficulties in managing potentially rapid growth.

This is particularly the case with respect to our newly acquired businesses.  We
cannot assure you that we will ever be successful or profitable.

MANY OF OUR CORPORATE  ACTIONS MAY BE CONTROLLED BY OUR OFFICERS,  DIRECTORS AND
PRINCIPAL  STOCKHOLDERS;  THESE ACTIONS MAY BENEFIT THESE PRINCIPAL STOCKHOLDERS
MORE THAN OUR OTHER STOCKHOLDERS.

As of  November  1,  2005,  our  directors,  executive  officers  and  principal
stockholders  beneficially  own,  directly  or  indirectly,  in  the  aggregate,
approximately 36% of our outstanding common stock. In particular,  A. Dale Mayo,
our President and Chief Executive Officer,  beneficially holds 925,811 shares of
Class B  common  stock,  and  55,411  shares  of  Class  A  common  stock  which
collectively represent approximately 6% of our outstanding common stock, but due
to the  supervoting  Class B common stock,  represent  approximately  40% of the
voting power. These  stockholders,  and Mr. Mayo himself,  will have significant
influence  over our  business  affairs,  with the  ability  to  control  matters
requiring approval by our security holders, including elections of directors and
approvals of mergers or other  business  combinations.  Our Class B common stock
entitles  the holder to ten votes per share.  The shares of Class A common stock
have one  vote per  share.  Also,  certain  corporate  actions  directed  by our
officers  may  not  necessarily  inure  to the  proportional  benefit  of  other
stockholders of our company;  under his employment  agreement,  for example, Mr.
Mayo is entitled to receive cash bonuses  based on our  revenues,  regardless of
our earnings, if any.

OUR  SUCCESS  WILL  SIGNIFICANTLY  DEPEND ON OUR  ABILITY TO HIRE AND RETAIN KEY
PERSONNEL.

Our success will depend in significant  part upon the continued  services of our
key technical,  sales and senior management personnel. If we lose one or more of
our key employees,  we may not be able to find a suitable replacement(s) and our
business and results of operations could be adversely  affected.  In particular,
our  performance  depends  significantly  upon the continued  service of A. Dale
Mayo,  our  President  and  Chief  Executive   Officer,   whose  experience  and
relationships  in the movie  theater  industry  are  integral  to our  business,
particularly in the business areas of Hollywood SW,  AccessDM and  Christie/AIX.
Although we have obtained two $5.0 million  key-man life  insurance  policies in
respect of Mr. Mayo,  the loss of his services would have a material and adverse
effect on our business,  operations and  prospects.  Each policy carries a death
benefit of $5.0 million,  and while we are the beneficiary of each policy, under
one of the policies the proceeds will be used to repurchase, after reimbursement
of all premiums paid by us some, or all, of the shares of our capital stock held
by Mr. Mayo's estate at the  then-determined  fair market value. We also rely on
the  experience  and expertise of Russell J. Wintner,  AccessDM's  President and
Chief  Operating  Officer,  the two co-founders of Hollywood SW, David Gajda and
Robert  Jackovich,   Charles  Goldwater,   Christie/AIX's  President  and  Chief
Operating  Officer,  and Ravi Patel,  FiberSat's  President and Chief  Operating
Officer.  In addition,  our future success will depend upon our ability to hire,
train, integrate and retain qualified new employees.

IF WE ARE NOT SUCCESSFUL IN PROTECTING OUR INTELLECTUAL  PROPERTY,  OUR BUSINESS
WILL SUFFER.

We depend heavily on technology to operate our business.  Our success depends on
protecting our intellectual property, which is one of our most important assets.
Although  we do  not  currently  hold  any  copyrights,  patents  or  registered
trademarks, we do have intellectual property consisting of:



                                       13
<PAGE>

     o    licensable software products;

     o    rights to certain domain names;

     o    registered service marks on certain names and phrases;

     o    various unregistered trademarks and service marks;

     o    know-how; and

     o    rights to certain logos.

If we do  not  adequately  protect  our  intellectual  property,  our  business,
financial  position  and  results of  operations  would be harmed.  Our means of
protecting our intellectual  property may not be adequate.  Unauthorized parties
may attempt to copy  aspects of our  intellectual  property or to obtain and use
information that we regard as proprietary. In addition,  competitors may be able
to devise  methods of competing  with our  business  that are not covered by our
intellectual   property.  Our  competitors  may  independently  develop  similar
technology,  duplicate our technology or design around any intellectual property
that we may obtain.

The success of some of our business operations depends on the proprietary nature
of certain software.  We do not, however,  have any patents with respect to such
software.  Because  there is no patent  protection  in respect of our  software,
other  companies  are  not  prevented  from  developing  and  marketing  similar
software.  We  cannot  assure  you,  therefore,  that  we  will  not  face  more
competitors  or that we can  compete  effectively  against  any  companies  that
develop  similar  software.  We also  cannot  assure  you  that  we can  compete
effectively or not suffer from pricing pressure with respect to our existing and
developing  products  that  could  adversely  affect  our  ability  to  generate
revenues.

Although we hold rights to various web domain  names,  regulatory  bodies in the
United States and abroad could establish additional  top-level domains,  appoint
additional  domain name registrars or modify the requirements for holding domain
names.  The  relationship  between  regulations  governing domain names and laws
protecting  trademarks  and similar  proprietary  rights is  unclear.  We may be
unable to prevent third parties from acquiring  domain names that are similar to
or diminish the value of our proprietary rights.

SERVICE AND OTHER  INTERRUPTIONS  COULD POTENTIALLY REDUCE OUR REVENUES AND HARM
OUR REPUTATION AND FINANCIAL RESULTS.

Our facilities and our customers'  equipment are vulnerable to damage from human
error,  physical or electronic  security  breaches,  power loss,  other facility
failures,  fire,  earthquake,  water  damage,  sabotage,  vandalism  and similar
events. In addition, our customers would be adversely affected by the failure of
carriers to provide network access to our facilities as a result of any of these
events. Any of these events or other unanticipated  problems could interrupt our
customers'  ability to provide  services from our facilities.  This could damage
our reputation, make it difficult to attract new, and retain existing, customers
and  cause  our  customers  to  terminate  their  contracts  with us and to seek
damages.  Any of these  events  could  have a  material  adverse  effect  on our
business, financial position and prospects.

WE DEPEND ON  RELATIONSHIPS  WITH THIRD PARTIES,  WHICH, IF NOT MAINTAINED,  MAY
ADVERSELY AFFECT OUR ABILITY TO PROVIDE SERVICES TO OUR CUSTOMERS.

We are not a communications  carrier and,  therefore,  we rely  substantially on
third parties to provide our customers  with access to voice,  data and Internet
networks.  We must maintain  relationships with third-party network providers in
order to offer our data center  customers  access to a choice of networks.  Many
carriers have their own data center  facilities  and may be reluctant to provide
network services at our data centers.  As a result, some carriers may choose not
to connect their  services to our data centers.  We do not own any real property
and depend on our ability to negotiate  favorable lease terms with the owners of
our data center facilities. The use of our IDCs is limited to the extent that we
do not  extend  or  renew  our  leases,  in which  case we might  not be able to
accommodate our customers,  particularly if we were unable to relocate timely to
a comparable facility.

The   availability   of  an  adequate   supply  of  electrical   power  and  the
infrastructure  to deliver  that power is critical to our ability to attract and
retain customers and achieve profitability.  We rely on third parties to provide
electrical  power to our data centers and cannot be certain  that these  parties
will  provide  adequate  electrical  power or that we will  have  the  necessary
infrastructure  to deliver such power to our customers.  If the electrical power
delivered to our facilities is inadequate to support our customers' requirements
or if delivery is not timely,  our results of operations and financial  position
may be materially and adversely affected.


                                       14
<PAGE>

WE MAY HAVE DIFFICULTY  COLLECTING PAYMENTS FROM SOME OF OUR CUSTOMERS AND INCUR
COSTS AS A RESULT.

A number of our customers are early stage  companies.  In addition,  many of our
customers  are  telecommunications   companies,   and  many   telecommunications
companies have been experiencing significant financial difficulties.  There is a
risk that these companies will experience  difficulty paying amounts owed to us,
and we might not be able to collect on a timely  basis all monies  owed to us by
some of them.  Although  we intend to remove  customers  that do not pay us in a
timely manner,  we may experience  difficulties  and costs in collecting from or
removing these customers.

IF WE DO NOT RESPOND TO FUTURE  ADVANCES IN  TECHNOLOGY  AND CHANGES IN CUSTOMER
DEMANDS,  OUR FINANCIAL  POSITION,  PROSPECTS  AND RESULTS OF OPERATIONS  MAY BE
ADVERSELY AFFECTED.

The demand for our digital cinema business, movie distribution software and data
centers will be affected,  in large part, by future  advances in technology  and
changes in  customer  demands.  Our  success  will also depend on our ability to
address the  increasingly  sophisticated  and varied  needs of our  existing and
prospective customers.

We cannot assure you that there will be a demand for the digital cinema software
and delivery services  provided by AccessDM.  AccessDM's  profitability  depends
largely upon the general expansion of digital  presentations at theaters,  which
may not occur for  several  years.  There can be no  assurance  that major movie
studios  relying  on  traditional  distribution  networks  to  provide  physical
delivery of digital files will adopt a different method, particularly electronic
delivery,  of distributing digital content to movie theaters. If the development
of digital presentations and changes in the way digital files are delivered does
not occur, there may be no viable market for AccessDM's software and systems.

WE MAY BE SUBJECT TO  ENVIRONMENTAL  RISKS  RELATING TO THE  ON-SITE  STORAGE OF
DIESEL FUEL AND BATTERIES.

Our data centers contain tanks for the storage of diesel fuel for our generators
and significant  quantities of lead acid batteries used to provide back-up power
generation for uninterrupted  operation of our customers'  equipment.  We cannot
assure you that our  systems  will be free from leaks or that use of our systems
will not result in spills.  Any leak or spill,  depending on such factors as the
nature and quantity of the  materials  involved and the  environmental  setting,
could  result  in   interruptions  to  our  operations  and  the  incurrence  of
significant  costs;   particularly  to  the  extent  we  incur  liability  under
applicable  environmental laws. This could have a material adverse effect on our
business, financial position and results of operations.

                   RISKS RELATING TO OUR CLASS A COMMON STOCK

THE  LIQUIDITY OF OUR CLASS A COMMON  STOCK IS  UNCERTAIN;  THE LIMITED  TRADING
VOLUME OF OUR CLASS A COMMON  STOCK MAY DEPRESS THE PRICE OF SUCH STOCK OR CAUSE
IT TO FLUCTUATE SIGNIFICANTLY.

Although  shares of our Class A common  stock are listed on the  American  Stock
Exchange  (the "AMEX"),  there has been a limited  public market for our Class A
common stock and there can be no assurance that an active trading market for our
common stock will develop.  As a result, you may not be able to sell your shares
of Class A common stock in short time  periods,  or possibly at all. The absence
of an active  trading market may cause the price per share of our Class A common
stock to fluctuate significantly.

SUBSTANTIAL RESALES OF OUR CLASS A COMMON STOCK COULD DEPRESS OUR STOCK PRICE.

The  market  price  for  our  Class  A  common  stock  could  decline,   perhaps
significantly,  as a result of  resales  of a large  number of shares of Class A
common stock in the public market or even the perception that such resales could
occur,  including resales of the shares being registered  hereunder  pursuant to
the registration  statement of which this prospectus is a part. In addition,  we
have outstanding a substantial number of options,  warrants and other securities
convertible into shares of our Class A common stock that may be exercised in the
future. Certain holders of these warrants and convertible securities, as well as
holders  of our  outstanding  shares of Class A common  stock,  have  piggy-back
registration rights and the holder of shares of Class A common stock issuable in
exchange for its shares of preferred  stock and certain  warrants has demand and
piggy-back  registration rights. These factors could also make it more difficult
for us to raise funds through future offerings of our equity securities.



                                       15
<PAGE>

YOU WILL  INCUR  SUBSTANTIAL  DILUTION  AS A RESULT  OF  CERTAIN  FUTURE  EQUITY
ISSUANCES.

We have a substantial number of options, warrants and other securities currently
outstanding which may be immediately converted into shares of our Class A common
stock.  To the extent that these  options,  warrants or similar  securities  are
exercised or  converted,  as the case may be, there will be further  dilution to
holders of shares of our Class A common stock.

PROVISIONS OF OUR  CERTIFICATE OF  INCORPORATION  AND DELAWARE LAW COULD MAKE IT
MORE DIFFICULT FOR A THIRD PARTY TO ACQUIRE US.

Provisions of our certificate of incorporation, as well as of Section 203 of the
Delaware General Corporation Law (the "DGCL") could make it more difficult for a
third  party  to  acquire  us,  even if doing  so  might  be  beneficial  to our
stockholders.

Our certificate of incorporation authorizes the issuance of 15,000,000 shares of
preferred  stock. The terms of our preferred stock may be fixed by the company's
board  of  directors  without  further  stockholder  action.  The  terms  of any
outstanding  series or class of preferred  stock may include  priority claims to
assets and dividends and special voting rights, which could adversely affect the
rights of  holders  of our  Class A common  stock.  Any  future  issuance(s)  of
preferred  stock  could  make  the  takeover  of  the  company  more  difficult,
discourage unsolicited bids for control of the company in which our stockholders
could receive  premiums for their shares,  dilute or  subordinate  the rights of
holders of Class A common stock and  adversely  affect the trading  price of our
Class A common stock.

Under Section 203 of the DGCL, Delaware corporations whose securities are listed
on a national  securities  exchange,  like the AMEX,  may not engage in business
combinations such as mergers or acquisitions  with any interested  stockholders,
defined  as an  entity  or  person  beneficially  owning  15%  or  more  of  our
outstanding common stock without obtaining certain prior approvals.  As a result
of the  application  of Section 203,  potential  acquirers of the company may be
discouraged  from  attempting  to effect  an  acquisition  transaction  with the
company,  thereby depriving holders of the company's securities of opportunities
to sell or otherwise dispose of the securities at prices above prevailing market
prices.

WE MAY NOT BE ABLE TO MAINTAIN  LISTING ON THE AMEX,  WHICH MAY ADVERSELY AFFECT
THE ABILITY OF  PURCHASERS  IN THIS  OFFERING TO RESELL THEIR  SECURITIES IN THE
SECONDARY MARKET.

Our Class A common stock is  presently  listed on the AMEX.  However,  we cannot
assure you that the company will meet the criteria for continued  listing on the
AMEX.  If the company is unable to meet the  continued  listing  criteria of the
AMEX and became  delisted,  trading of the Class A common stock could thereafter
be conducted in the  over-the-counter  market in the so-called "pink sheets" or,
if available,  the NASD's  Electronic  Bulletin Board. In such case, an investor
would likely find it more difficult to dispose of, or to obtain  accurate market
quotations for, the company's securities.

If the shares of Class A common  stock  were  delisted  from the AMEX,  they may
become  subject  to Rule 15g-9  under the  Exchange  Act,  which  imposes  sales
practice  requirements  on  broker-dealers  that sell such securities to persons
other than established customers and "accredited investors." Application of this
Rule could adversely affect the ability and/or  willingness of broker-dealers to
sell the company's securities and may adversely affect the ability of purchasers
in this offering to resell their securities in the secondary market.

                                 USE OF PROCEEDS

We will  receive no proceeds  from the sale of any of or all of the shares being
offered by the selling security holders under this prospectus. We may receive an
amount of up to approximately $8.7 million upon the exercise of the warrants, if
exercised, as to which we are registering the resale of the underlying shares of
Class A  common  stock.  Any  proceeds  that we  receive  from the  exercise  of
outstanding  warrants will be used by us for general working capital. The actual
allocation  of proceeds  realized  from the  exercise of these  securities  will
depend upon the amount and timing of such exercises,  our operating revenues and
cash position at such time and our working capital requirements. There can be no
assurances that any of the outstanding warrants will be exercised.




                                       16
<PAGE>

                              SELLING STOCKHOLDERS


The following table sets forth as of October 28, 2005, certain  information with
respect  to the  beneficial  ownership  of the  Class A common  stock as to each
selling stockholder.
<TABLE>
<CAPTION>
                                                                          Shares which may
                                                                             be offered
                                            Shares Beneficially Owned     Pursuant to this     Shares Beneficially
                                                Prior to Offering             Offering         Owned After Offering
----------------------------------------- ------------------------------ ------------------- -------------------------

                  Name                      Number(b)      Percent(a)         Number(b)       Number(c)   Percent(a)
----------------------------------------- ------------- ---------------- ------------------- ------------ ------------
<S>                                         <C>              <C>              <C>             <C>            <C>
Alexandra Global Master Fund, Ltd.
c/o Alexandra Investment Management
LLC, 767 Third Avenue, 39th Floor
New York, New York 10017                    322,058          2.0%              82,062         239,996        1.6%

AG Offshore Convertibles, Ltd.
245 Park Avenue, 26th Floor
New York, New York 10167                    643,239          4.0%             164,123         479,116        3.0%

Basso Multi-Strategy Holding Fund Ltd.
1266 East Main Street
Stamford, Connecticut 06902               1,134,373          7.8%             277,367         857,006        6.0%

Basso Private Opportunity
Holding Fund Ltd.
1266 East Main Street
Stamford, Connecticut 06902                 383,717          2.6%              78,231         305,486        2.1%

Berkowitz Family Limited Partnership
140 Kent Drive
Berkeley Heights, NJ  07922                  32,503           *                32,503           __           __

Catalyst Associates, L.P.
20 West Avenue
Darien, Connecticut 06820                   351,446          2.5%              65,649         285,797        1.9%

Debi Brett Salzer
One Fifth Avenue
New York, NY  10003                          18,057           *                18,057            __           __

Marilyn Thypin
400 East 56th Street
New York, NY  10022                          20,234           *                20,234            __           __



                                       17
<PAGE>

Pequot Scout Fund
c/o Pequot Capital Management, Inc.
500 Nyala Farm Road
Westport, Connecticut 06080                 391,004          2.7%              99,338         291,666        2.0%

Pequot Mariner Master Fund, L.P.
c/o Pequot Capital Management, Inc.
500 Nyala Farm Road
Westport, Connecticut 06080                 254,992          1.8%              64,785         190,207        1.3%

Tim Novoselski
33730 Pacific Coast Highway                  99,475           *                99,475            __           __
Malibu, CA  90265

Roth Capital Partners, LLC
24 Corporate Plaza
Newport Beach, CA 92660                      69,655           *                 8,780          60,875         *

Total Selling Stockholder                 3,720,753                         1,010,604       2,710,149
</TABLE>
--------------------

*    Less than 1%

     (a)  Applicable  percentage of ownership is based on  14,362,685  shares of
          Class A common stock  outstanding as of October 28, 2005 together with
          all applicable options, warrants and other securities convertible into
          shares  of our  Class  A  common  stock  for  the  named  stockholder.
          Beneficial ownership is determined in accordance with the rules of the
          SEC, and includes voting and investment  power with respect to shares.
          Shares of Class A common stock  subject to options,  warrants or other
          convertible  securities  exercisable  within 60 days after October 28,
          2005 are deemed outstanding for computing the percentage  ownership of
          the  person  holding  such  options,  warrants  or  other  convertible
          securities,   but  are  not  deemed   outstanding  for  computing  the
          percentage of any other person.  Except as otherwise  noted, the named
          beneficial owner has the sole voting and investment power with respect
          to the shares shown.

     (b)  Includes shares issuable upon the exercise of warrants as follows:

                          Selling Stockholder                  Number of Shares
                          -------------------                  ----------------
          Alexandra Global Master Fund, Ltd.                        94,757
          AG Domestic Convertibles, L.P.                            52,514
          AG Offshore Convertibles, Ltd.                            97,525
          Basso Multi-Strategy Holding Fund Ltd.                   264,222
          Basso Private Opportunity Holding Fund Ltd.               90,465
          Catalyst Associates, L.P.                                 60,015
          Pequot Scout Fund                                         90,813
          Pequot Mariner Master Fund, L.P.                          59,226
          Roth Capital Partners                                     60,875

     (c) Assumes sale of all shares offered under this prospectus.

No selling  stockholder has held a position as a director or officer nor has had
a  material  relationship  with  us or any of our  affiliates,  or our or  their
predecessors, within the past three years.




                                       18
<PAGE>

                              PLAN OF DISTRIBUTION

     Each selling stockholder of the Class A common stock of 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 Class A common stock on the AMEX 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, if available, rather than under this prospectus.

     Broker-dealers  engaged by the selling  stockholders  may arrange for other
broker-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.

     In  connection  with the  sale of the  Class A  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 Class A common  stock in the course of hedging the  positions
they assume. The selling stockholders may also sell shares of the Class A common
stock short and deliver these securities to close out their short positions,  or
loan or pledge the Class A 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 Class A 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.



                                       19
<PAGE>

     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 have 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
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.

     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 Class A 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 Class A
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.

                                  LEGAL MATTERS

     The validity of the offered  shares of Class A common stock has been passed
on for us by Kelley Drye & Warren LLP of New York, New York.

                                     EXPERTS

     The consolidated financial statements of AccessIT at March 31, 2004 and for
the  fiscal  year ended  March 31,  2004  incorporated  by  reference  into this
prospectus   have  been  so   incorporated   in   reliance   on  the  report  of
PricewaterhouseCoopers  LLP, an independent  registered  public accounting firm,
given on the authority of said firm as experts in auditing and accounting.

     The consolidated financial statements of AccessIT at March 31, 2005 and for
the  fiscal  year ended  March 31,  2005  incorporated  by  reference  into this
prospectus have been so incorporated in reliance on the report of Eisner LLP, an
independent  registered  public  accounting firm, given on the authority of said
firm as experts in auditing and accounting.

           INDEMNIFICATION AGAINST LIABILITY UNDER THE SECURITIES ACT

     We are  permitted  to  indemnify  to the  fullest  extent now or  hereafter
permitted by law, each director,  officer or other authorized  representative of
the  Company who was or is made a party or is  threatened  to be made a party to
any threatened,  pending or completed action, suit or proceeding, whether civil,
criminal,  administrative or investigative,  by reason of the fact that he is or
was an authorized representative of the Company, against all expenses (including
attorneys' fees and disbursements), judgments, fines (including excise taxes and
penalties) and amounts paid in settlement  actually and  reasonably  incurred by
him in connection with such action, suit or proceeding.

     A director of the Company shall not be personally  liable to the Company or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director, provided, however that this provision shall not eliminate or limit the
liability  of a director to the extent that such  elimination  or  liability  is
expressly prohibited by the Delaware General Corporation Law as in effect at the
time of the alleged breach of duty by such director.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors,  officers and controlling persons pursuant to
any  arrangement,  provision  or  otherwise,  we have been  advised  that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is, therefore,  unenforceable.  In the event that a claim
for  indemnification  against such liabilities  (other than the payment by us of
expenses  incurred  or paid by any of our  directors,  officers  or  controlling
persons in the successful defense of any action, suit or proceeding) is asserted
by  such  director,  officer  or  controlling  person  in  connection  with  the
securities being  registered,  we will, unless in the opinion of our counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by us is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.


                                       20
<PAGE>

                                TABLE OF CONTENTS


                                                                          Page
                                                                          ----
About this prospectus.....................................................   1
Where you can find more information.......................................   1
Incorporation of certain documents by reference...........................   1
Forward looking statements................................................   2
Prospectus summary........................................................   4
Risk factors..............................................................   9
Use of proceeds...........................................................  16
Selling stockholders......................................................  17
Plan of distribution......................................................  18
Legal matters.............................................................  20
Experts...................................................................  20
Indemnification against liability under the Securities Act................  20

                                1,010,604 Shares

                              Class A common stock

                                   PROSPECTUS

                               [________] __, 2005




                                       21
<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

     The  following  table  presents  the costs and  expenses,  payable by us in
connection with the sale of the Class A common stock being registered under this
registration  statement.  The selling  stockholders  will not pay any  expenses,
other than  commissions or discounts.  All amounts are estimates  except for the
SEC registration fee and the AMEX listing fee.

        SEC registration fee                                             $   906
        Printing expenses                                                  1,113
        Legal fees and expenses                                           20,000
        Accounting fees and expenses                                      12,000
        Miscellaneous fees and expenses                                      300
                                                                         -------
        Total:                                                           $34,319
                                                                         =======

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     We are  permitted  to  indemnify  to the  fullest  extent now or  hereafter
permitted by law, each director,  officer or other authorized  representative of
the  Company who was or is made a party or is  threatened  to be made a party to
any threatened,  pending or completed action, suit or proceeding, whether civil,
criminal,  administrative or investigative,  by reason of the fact that he is or
was an authorized representative of the Company, against all expenses (including
attorneys' fees and disbursements), judgments, fines (including excise taxes and
penalties) and amounts paid in settlement  actually and  reasonably  incurred by
him in connection with such action, suit or proceeding.

     A director of the Company shall not be personally  liable to the Company or
its  stockholders  for  monetary  damages  for  breach  of  fiduciary  duty as a
director, provided, however that this provision shall not eliminate or limit the
liability  of a director to the extent that such  elimination  or  liability  is
expressly  prohibited  by the Delaware  General  Corporation  Law ("DGCL") as in
effect at the time of the alleged breach of duty by such director.

     The amended and restated certificate of incorporation and the bylaws of the
registrant  provide that the registrant shall indemnify its officers,  directors
and certain  others to the fullest  extent  permitted  by the  Delaware  General
Corporation Law ("DGCL"). Section 145 of the DGCL, provides in pertinent part as
follows:

     (a) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(other  than an action by or in the right of the  corporation)  by reason of the
fact  that  he  is or  was  a  director,  officer,  employee  or  agent  of  the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other  enterprise,  against  expenses  (including  attorneys'
fees),  judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or proceeding,  had no reasonable cause to believe his conduct was unlawful. The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction,  or upon a plea of nolo contendere or its equivalent,  shall not, of
itself,  create a presumption that the person did not act in good faith and in a
manner  which  he  reasonably  believed  to be in or not  opposed  to  the  best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

     (b) A  corporation  may  indemnify  any  person who was or is a party or is
threatened to be made a party to any threatened,  pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by him in  connection  with the  defense or
settlement  of such  action or suit if he acted in good faith and in a manner he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
corporation and except that no  indemnification  shall be made in respect of any
claim,  issue or matter as to which such person  shall have been  adjudged to be
liable  to the  corporation  unless  and only to the  extent  that the  Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably  entitled to
indemnity  for such  expenses  which the Court of  Chancery  or such other court
shall deem proper.



                                      II-1
<PAGE>

     (c) To the  extent  that a  present  or former  director  or  officer  of a
corporation  has been  successful  on the merits or  otherwise in defense of any
action,  suit  or  proceeding  referred  to in  subsections  (a) and (b) of this
Section,  or in  defense  of any  claim,  issue or matter  therein,  he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

     (d) Any  indemnification  under  subsections  (a)  and (b) of this  Section
(unless ordered by a court) shall be made by the corporation  only as authorized
in the specific case upon a determination that indemnification of the present or
former  director,  officer,  employee  or agent is proper  in the  circumstances
because he has met the  applicable  standard of conduct set forth in subsections
(a) and (b) of this Section.  Such determination shall be made with respect to a
person who is a director or officer at the time of such  determination  (1) by a
majority  vote of  directors  who  are  not  parties  to  such  action,  suit or
proceeding, even though less than a quorum, (2) by a committee of such directors
designated by majority vote of such  directors,  even though less than a quorum,
(3) if  there  are no  such  directors,  or if  such  directors  so  direct,  by
independent legal counsel in a written opinion or (4) by the stockholders.

     (e) Expenses (including attorneys' fees) incurred by an officer or director
in defending any civil,  criminal,  administrative or investigative action, suit
or proceeding may be paid by the corporation in advance of the final disposition
of such  action,  suit or  proceeding  upon receipt of an  undertaking  by or on
behalf of such  director or officer to repay such amount if it shall  ultimately
be determined  that he is not entitled to be indemnified  by the  corporation as
authorized in this section.  Such expenses (including  attorneys' fees) incurred
by former  directors  and officers or other  employees and agents may be so paid
upon such terms and conditions, if any, as the corporation deems appropriate.

     (f) The indemnification and advancement of expenses provided by, or granted
pursuant to, the other subsections of this Section shall not be deemed exclusive
of any other rights to which those seeking  indemnification  or  advancement  of
expenses may be entitled under any bylaw,  agreement,  vote of  stockholders  or
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office.

     (g) A  corporation  shall have power to purchase and maintain  insurance on
behalf of any person,  who is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture,  trust or other enterprise  against any liability  asserted against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  corporation  would have the power to  indemnify  him against
such liability under this Section.

     (h) For purposes of this  Section,  references to "the  corporation"  shall
include, in addition to the resulting corporation,  any constituent  corporation
(including  any  constituent of a constituent)  absorbed in a  consolidation  or
merger which, if its separate existence had continued,  would have had power and
authority to indemnify its directors, officers, and employees or agents, so that
any  person  who is or was a  director,  officer,  employee  or  agent  of  such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director,  officer,  employee or agent of another  corporation,
partnership,  joint venture, trust or other enterprise,  shall stand in the same
position  under  this  Section  with  respect  to  the  resulting  or  surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

     (i) For purposes of this Section,  references to "other  enterprises" shall
include employee  benefit plans;  references to "fines" shall include any excise
taxes  assessed on a person  with  respect to any  employee  benefit  plan;  and
references  to  "serving at the request of the  corporation"  shall  include any
service as a  director,  officer,  employee or agent of the  corporation,  which
imposes duties on, or involves services by, such director, officer, employee, or
agent of the corporation, which imposes duties on, or involves services by, such
director,  officer, employee, or agent with respect to an employee benefit plan,
its participants or beneficiaries; and a person who acted in good faith and in a
manner he  reasonably  believed to be in the  interest of the  participants  and
beneficiaries  of an  employee  benefit  plan shall be deemed to have acted in a
manner "not opposed to the best interests of the  corporation" as referred to in
this Section.

     (j) The indemnification and advancement of expenses provided by, or granted
pursuant to, this Section shall,  unless  otherwise  provided when authorized or
ratified,  continue  as to a person  who has ceased to be a  director,  officer,
employee  or agent and shall inure to the  benefit of the heirs,  executors  and
administrators of such a person.

     As permitted  by Section  102(b)(7) of the DGCL,  the  registrant's  fourth
amended and  restated  certificate  of  incorporation  eliminates  the  personal
liability  of each  of the  registrant's  directors  to the  registrant  and its


                                      II-2
<PAGE>

stockholders for monetary damages for breaches of his or her fiduciary duties as
a  director  except  that  the  fourth  amended  and  restated   certificate  of
incorporation  does not  eliminate  or limit the  liability of a director to the
extent that such elimination or limitation of liability is expressly  prohibited
by the DGCL as in  effect  at the  time of the  alleged  breach  of duty by such
director.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

     (a) The exhibits  listed in the following  table have been filed as part of
this registration statement.

Exhibit
Number                  Description of Document
-------                 -----------------------
2.5           --      Asset  Purchase  Agreement,  dated as of March  29,  2004,
                      between the Registrant and The Boeing Company. (1)
2.6           --      Form of Exchange Agreement (debt for equity),  dated as of
                      March 24, 2004,  between the  Registrant and each investor
                      taking part in the March 24, 2004 exchange offering. (2)
2.7           --      Form of Exchange  Agreement  (debt for debt),  dated as of
                      March 24, 2004,  between the  Registrant and each investor
                      taking part in the March 24, 2004 exchange offering. (2)
2.8           --      Securities Purchase  Agreement,  dated as of June 2, 2004,
                      among the Registrant and certain investors.(3)
2.9           --      Asset  Purchase  Agreement,  dated as of October 19, 2004,
                      among the  Registrant,  FiberSat  Global  Services,  Inc.,
                      FiberSat Global Services LLC,  Richard Wolfe,  Ravi Patel,
                      McKebben Communications,  Globecomm Systems, Inc., Timothy
                      Novoselski, Scott Smith and Farina. (4)
2.10          --      Asset Purchase  Agreement,  dated as of December 23, 2004,
                      among ADM Cinema Corporation, Pritchard Square Cinema, LLC
                      and Norman Adie. (6)
2.11          --      Stock  Purchase  Agreement,  dated as of October 26, 2004,
                      among  the  Registrant   and  the  purchasers   identified
                      therein. (6)
2.12          --      Securities  Purchase  Agreement,  dated as of  February 9,
                      2005, among the Registrant and certain investors. (5)
2.13          --      Securities Purchase Agreement,  dated as of July 19, 2005,
                      among the Registrant and certain investors. (7)
4.24          --      Form of Registration  Rights  Agreement,  dated as of July
                      19, 2005. (7)
4.26          --      Registration  Rights  Agreement, dated as of  November 16,
                      2005.*
5.1           --      Opinion of Kelley Drye & Warren LLP.*
10.1          --      Form of Warrant, dated August 29, 2005.*
23.1          --      Consent of Kelley Drye & Warren LLP  (included  in Exhibit
                      5.1).*
23.2          --      Consent of PricewaterhouseCoopers LLP.*
23.3          --      Consent of Eisner LLP.*
24.1          --      Powers of Attorney (included on signature page).*

* Filed herewith.

Documents Incorporated Herein by Reference:

(1)  Previously  filed with the Securities  and Exchange  Commission on April 2,
     2004 as an exhibit to the Registrant's Form 8-K (File No. 001-31810).
(2)  Previously  filed with the Securities and Exchange  Commission on April 29,
     2004 as an exhibit to the Registrant's Form 8-K (File No. 001-31810).
(3)  Previously  filed with the  Securities  and Exchange  Commission on June 2,
     2004 as an exhibit to the Registrant's Form 8-K (File No. 001-31810).
(4)  Previously filed with the Securities and Exchange Commission on November 8,
     2004 as an exhibit to the Registrant's Form 8-K (File No. 001-31810).
(5)  Previously  filed with the Securities  and Exchange  Commission on February
     10, 2005 as an exhibit to the Registrant's Form 8-K (File No. 001-31810).
(6)  Previously  filed with the Securities  and Exchange  Commission on February
     14,  2005 as an exhibit to the  Registrant's  Form  10-QSB for the  quarter
     ended December 31, 2004 (File No. 001-31810).
(7)  Previously  filed with the Securities  and Exchange  Commission on July 22,
     2005 as an exhibit to the Registrant's Form 8-K/A (File No. 001-31810).

     (b)  Financial Statement Schedules

     All schedules are omitted as the required  information is  inapplicable  or
the information is presented in the Consolidated  Financial  Statements or Notes
thereto.

ITEM 17.  UNDERTAKINGS

          UNDERTAKINGS REQUIRED BY REGULATION S-B, ITEM 512(A).

          The undersigned registrant hereby undertakes:


                                      II-3
<PAGE>

          (1)  To  file,   during  any  period  in  which  it  offers  or  sells
               securities,  a  post-effective  amendment  to  this  Registration
               Statement to:

               (i)  Include any  additional or changed  material  information on
                    the plan of distribution.

          (2)  For  determining  liability  under the Securities Act, treat each
               post-effective  amendment as a new registration  statement of the
               securities  offered,  and the offering of such securities at that
               time to be the initial bona fide offering.

          (3)  To file a  post-effective  amendment to remove from  registration
               any  of the  securities  that  remain  unsold  at the  end of the
               offering.


          UNDERTAKING REQUIRED BY REGULATION S-B, ITEM 512(E).

          Insofar  as   indemnification   for  liabilities   arising  under  the
Securities Act, may be permitted to directors,  officers and controlling persons
of the  registrant  pursuant to any  arrangement,  provision or  otherwise,  the
registrant has been advised that in the opinion of the SEC such  indemnification
is against public policy as expressed in the  Securities Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

          UNDERTAKINGS REQUIRED BY REGULATION S-B, ITEM 512(F).

          The undersigned registrant hereby undertakes that:

          (1) For  determining any liability under the Securities Act, treat the
information  omitted  from  the  form  of  prospectus  filed  as  part  of  this
Registration  Statement  in reliance  upon Rule 430A and  contained in a form of
prospectus  filed by the registrant  under Rule 424(b)(1) or (4) or 497(h) under
the Securities Act as part of this Registration Statement as of the time the SEC
declared it effective.

          (2) For the purpose of determining  any liability under the Securities
Act, each  post-effective  amendment that contains a form of prospectus shall be
deemed to be a new  registration  statement for the securities  offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering of these securities.




                                      II-4
<PAGE>

                                   SIGNATURES

In  accordance  with  the  requirements  of  the  Securities  Act of  1933,  the
registrant  hereby  certifies that it has reasonable  grounds to believe that it
meets all of the requirements for filing on Form S-3 for the resale of shares of
Class A common stock and authorized this Form S-3  registration  statement to be
signed on its behalf by the undersigned, in the City of Morristown, State of New
Jersey, on the 16 day of November, 2005.

                                        ACCESS INTEGRATED TECHNOLOGIES, INC.


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

     KNOW  ALL MEN BY THESE  PRESENTS,  that  each  individual  whose  signature
appears below hereby constitutes and appoints A. Dale Mayo and Gary S. Loffredo,
and  each  of  them   individually,   his  true  and  lawful  agent,  proxy  and
attorney-in-fact,  with full power of substitution and  resubstitution,  for him
and in his name, place and stead, in any and all capacities, to (i) act on, sign
and file with the Securities  and Exchange  Commission any and all amendments to
the registration statement (which includes any additional registration statement
under Rule 462(b))  together with all schedules and exhibits  thereto,  (ii) act
on,  sign and file  with the  Securities  and  Exchange  Commission  any and all
exhibits to the  registration  statement  and any and all exhibits and schedules
thereto,   (iii)  act  on,  sign  and  file  any  and  all  such   certificates,
applications, registration statements, notices, reports, instruments, agreements
and other documents necessary or appropriate in connection with the registration
or  qualification  under  foreign and state  securities  laws of the  securities
described in the registration  statement or any amendment thereto,  or obtain an
exemption therefrom, in connection with the offerings described therein and (iv)
take  any  and all  such  actions  which  may be  necessary  or  appropriate  in
connection therewith,  granting unto such agents, proxies and attorneys-in-fact,
and each of them  individually,  full power and authority to do and perform each
and every act and thing  necessary or  appropriate  to be done, as fully for all
intents  and  purposes  as he or she  might or could do in  person,  and  hereby
approving,   ratifying  and  confirming  all  that  such  agents,   proxies  and
attorneys-in-fact,  any of  them  or any of his or her or  their  substitute  or
substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has been signed below by the  following  persons in the
capacities and on the dates indicated. Signature(s) Title(s) Date

<TABLE>
<S>                                           <C>                                             <C>
/s/ A. Dale Mayo
------------------------------------          President, Chief Executive Officer and          November 16, 2005
A. Dale Mayo                                  Chairman of the Board of Directors
                                              (Principal Executive Officer)

/s/ Kevin J. Farrell
------------------------------------          Senior Vice President - Data Center             November 16, 2005
Kevin J. Farrell                              Operations and Director

/s/ Brett E. Marks
------------------------------------          Senior Vice President - Business Development    November 16, 2005
Brett E. Marks                                and Director

/s/ Gary S. Loffredo
------------------------------------          Senior Vice President - Business Affairs,       November 16, 2005
Gary S. Loffredo                              General Counsel, Secretary and Director

/s/ Brian D. Pflug
------------------------------------          Senior Vice President - Accounting and Finance  November 16, 2005
Brian D. Pflug                                (Principal Financial and Accounting Officer)

/s/ Robert Davidoff
------------------------------------          Director                                        November 16, 2005
Robert Davidoff

/s/ Wayne L. Clevenger
------------------------------------          Director                                        November 16, 2005
Wayne L. Clevenger

/s/ Matthew W. Finlay
------------------------------------          Director                                        November 16, 2005
Matthew W. Finlay

/s/ Gerald C. Crotty
------------------------------------          Director                                        November 16, 2005
Gerald C. Crotty
</TABLE>

<PAGE>


                                INDEX TO EXHIBITS

Exhibit
Number               Description of Document
-------              -----------------------

4.26         --      Registration Rights Agreement dated as of November 16, 2005
5.1          --      Opinion of Kelley Drye & Warren LLP
10.1         --      Form of Warrant,  issued to purchasers  pursuant to Letter
                       Agreement dated August 29, 2005.
23.1         --      Consent of Kelley Drye & Warren LLP  (included  in Exhibit
                     5.1)
23.2         --      Consent of PricewaterhouseCoopers LLP
23.3         --      Consent of Eisner LLP
24.1                 Powers of Attorney (included on signature page)


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>ex4-26_1042201.txt
<DESCRIPTION>EXHIBIT 4.26
<TEXT>
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,


                                       2
<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


                                       3
<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


                                       4
<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


                                       5
<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


                                       6
<PAGE>


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


                                       7
<PAGE>


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


                                       8
<PAGE>


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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>3
<FILENAME>ex5-1_1060686.txt
<DESCRIPTION>LEGAL OPINION
<TEXT>
                                                                     Exhibit 5.1

                            KELLEY DRYE & WARREN LLP
                         A LIMITED LIABILITY PARTNERSHIP
                                 101 PARK AVENUE
                               NEW YORK, NY 10178
                            TELEPHONE (212) 808-7800
                               FAX (212) 808-7897




                                November 15, 2005



Access Integrated Technologies, Inc.
55 Madison Avenue, Suite 300
Morristown, NJ 07960


Ladies and Gentlemen:

         We are acting as counsel to Access  Integrated  Technologies,  Inc.,  a
Delaware corporation (the "Company"), in connection with the registration of (a)
132,234 shares (the "Shares") of the Company's Class A common stock,  $0.001 par
value per share (the  "Common  Stock"),  issued to various  investors in private
placements  by the Company and (b) 760,196  shares of Common Stock (the "Warrant
Shares") issuable upon the exercise of certain warrants issued by the Company to
some of those investors (the "Warrants";  the Shares and Warrant Shares together
shall be referred to as the  "Securities").  The Company is filing  concurrently
herewith a  Registration  Statement on Form S-3 (the  "Registration  Statement")
with the Securities and Exchange  Commission (the "Commission")  pursuant to the
Securities Act of 1933, as amended (the "Act"), with respect to the Securities.

         In  connection  with this  opinion,  we have  examined  and relied upon
copies  certified  or  otherwise  identified  to our  satisfaction  of:  (i) the
Registration  Statement,  together with exhibits and schedules  thereto,  in the
form filed with the Commission;  (ii) the Company's  Fourth Amended and Restated
Certificate of Incorporation,  (iii) the Company's By-Laws;  and (iv) the minute
books and  other  records  of  corporate  proceedings  of the  Company,  as made



<PAGE>

Access Integrated Technologies, Inc.
November 15, 2005
Page Two


available to us by officers of the Company;  and have  reviewed  such matters of
law as we have deemed necessary or appropriate for the purpose of rendering this
opinion.

                  For purposes of this opinion we have assumed the  authenticity
of all documents  submitted to us as originals,  the  conformity to originals of
all  documents  submitted  to us as  certified or  photostatic  copies,  and the
authenticity  of the  originals of all documents  submitted to us as copies.  We
have also assumed the legal capacity of all natural persons,  the genuineness of
all  signatures on all  documents  examined by us, the authority of such persons
signing on behalf of the  parties  thereto  other than the  Company  and the due
authorization,  execution and delivery of all  documents by the parties  thereto
other than the Company.  As to certain factual  matters  material to the opinion
expressed   herein,  we  have  relied  to  the  extent  we  deemed  proper  upon
representations, warranties and statements as to factual matters of officers and
other  representatives of the Company. Our opinion expressed below is subject to
the  qualification  that we  express  no  opinion  as to any law other  than the
corporate  laws of the State of  Delaware  and the  federal  laws of the  United
States of America.  Without  limiting the foregoing,  we express no opinion with
respect to the  applicability  thereto or effect of municipal laws or the rules,
regulations or orders of any municipal agencies within any such state.

         Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further  limitations set forth below, it is our opinion that
(i) the Shares have been  validly  issued and are fully paid and  non-assessable
and (ii) upon  exercise of the  Warrants  and payment for the Warrant  Shares in
accordance  with the terms of the  Warrants,  the Warrant  Shares will have been
validly issued, fully paid and non-assessable.

         We hereby  consent  to the  filing of this  letter as an exhibit to the
Registration  Statement  and to the  reference  to our  Firm  in the  Prospectus
included therein under the caption "Legal Matters".  In giving such consent,  we
do not admit that we are in the  category of persons  whose  consent is required
under  Section  7 of the Act or the  rules  and  regulations  of the  Commission
promulgated thereunder,  nor do we admit that we are experts with respect to any
part of the Registration  Statement or prospectus within the meaning of the term
"expert"  as  defined  in  Section  11 of the Act or the rules  and  regulations
promulgated thereunder.

         This opinion is furnished to you in  connection  with the filing of the
Registration  Statement and is not to be used,  circulated,  quoted or otherwise
relied upon for any other purpose.

                                Very truly yours,



                                By:  /s/ Jane Jablons
                                    -------------------------------------
                                    A Member of the Firm
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>ex10-1_1042759.txt
<DESCRIPTION>FORM OF WARRANT
<TEXT>
Exhibit 10.1

                                FORM OF WARRANT

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 APPLICABLE  STATE  SECURITIES  LAWS,  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 (this  "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 date hereof (the "INITIAL  EXERCISE DATE") and on or
prior to the close of business on August 29, 2010 (the  "TERMINATION  DATE") but
not   thereafter,   to  subscribe  for  and  purchase  from  Access   Integrated
Technologies,  Inc., a Delaware corporation (the "COMPANY"), up to ______ shares
(of which such number may be adjusted pursuant to Section 3 hereof, 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 (1) share of Common Stock under
this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

     SECTION 1. DEFINITIONS.  In addition to the terms defined elsewhere in this
Warrant (a) capitalized  terms used and not otherwise  defined herein shall have
the  meanings  set  forth  in  that  certain   Letter   Agreement  (the  "LETTER
AGREEMENT"),  dated as of August 29, 2005,  among the Company and the  Investors
signatory thereto.

     SECTION  2.  Company  and  the  Investors  signatory  thereto,  and (b) the
following terms have the meanings indicated in this Section 1:

     "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 an Investor,  any  investment  fund or managed
account that is managed on a discretionary  basis by the same investment manager
as such Investor will be deemed to be an Affiliate of such Investor.


<PAGE>

     "CLOSING PRICE" 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 last reported  closing sale 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 last  reported  closing sale 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 last reported closing sale price of the Common Stock so
reported;  or (d) 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
Investors and reasonably acceptable to the Company.

     "EXCHANGE  ACT" means the  Securities  Exchange  Act of 1934,  as  amended,

     "REGISTRATION  RIGHTS  AGREEMENT" means the Registration  Rights Agreement,
dated as of the date hereof, among the Company and the Investors.

     "REGISTRATION   STATEMENT"  means  a  Registration  Statement  meeting  the
requirements  set forth in the  Registration  Rights  Agreement and covering the
resale of the New  Shares  and/or the  Warrant  Shares by each  Investor  or the
issuance of the New Shares,  the Warrant  Shares or the  Warrants by the Company
along with the resale of the New Shares and/or Warrant  Shares,  as provided for
in the Registration Rights Agreement.

     "SECURITIES" means the Warrants and the Warrant Shares.

     "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
Small Cap Market,  the American Stock  Exchange,  the New York Stock Exchange or
the Nasdaq National Market.

     SECTION 3. 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 (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) of a duly executed  facsimile copy of the
notice of exercise  form annexed  hereto (the "NOTICE OF  EXERCISE");  PROVIDED,
HOWEVER,  within  five (5)  Trading  Days of the date said Notice of Exercise is
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.

                                       2
<PAGE>

     (b)  EXERCISE  PRICE.  The  exercise  price of the Common  Stock under this
Warrant shall be $11.39, subject to adjustment hereunder (the "EXERCISE PRICE").

     (c) CASHLESS  EXERCISE.  If at any time after one (1) 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  Closing  Price 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.

     Notwithstanding  anything herein to the contrary,  on the Termination Date,
this Warrant shall be automatically  exercised via cashless exercise pursuant to
this Section 2(c).

     (d) EXERCISE LIMITATIONS.

          i.  HOLDER'S  RESTRICTIONS.  The  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, the Holder (together with the Holder's Affiliates),  as set forth
     on the applicable Notice of Exercise,  would  beneficially own in excess of
     9.99% 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 the
     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 the
     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 other Warrants) subject to a limitation
     on  conversion or exercise  analogous to the  limitation  contained  herein
     beneficially  owned by the Holder or any of its  Affiliates.  Except as set
     forth  in the  preceding  sentence,  for  purposes  of this  Section  2(d),
     beneficial  ownership  shall be calculated in accordance with Section 13(d)
     of the Exchange  Act, it being  acknowledged  by Holder that the Company is
     not  representing  to Holder that such  calculation  is in compliance  with
     Section 13(d) of the Exchange Act and Holder is solely  responsible for any
     calculations  and any schedules or other reports  required to be filed with
     the  SEC  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 the
     Holder) and of which portion of this Warrant is exercisable shall be in the
     sole discretion of such Holder,  and the submission of a Notice of Exercise
     shall be deemed to be such Holder's  determination  of whether 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,  the Holder
     may rely on the number of  outstanding  shares of Common Stock as reflected
     in (x) the  Company's  most  recent  Form 10-Q or  10-QSB,  or Form 10-K or
     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 request of the Holder, the Company shall within two (2) Trading
     Days confirm orally (and in writing, if requested) to the 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 the 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 the Holder upon,  at the election of
     the Holder,  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 the Holder,  as may be specified in
     such notice of waiver).

     (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.  The Company shall cause
     certificates  for Warrant Shares  purchased  hereunder to 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 three (3)
     Trading  Days from the  receipt by the  Company of the Notice of  Exercise,
     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 date on which the Notice of Exercise
     and this Warrant are 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
     Warrant  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.

                                       3
<PAGE>

          iii.  DELIVERY OF NEW WARRANTS  UPON  EXERCISE.  If this Warrant shall
     have been  exercised in part,  the Company  shall,  within five (5) 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 second (2nd)
     Trading Day immediately following 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 a
     proper and conforming 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  equal to (A) the  number  of
     Warrant  Shares that the Company was  otherwise  required to deliver to the
     Holder in  connection  with the  exercise at issue,  multiplied  by (B) the
     price  per  share at which  the sell  order  giving  rise to such  purchase
     obligation  was executed,  and (2) at the option of the Holder given within
     three (3)  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 a detailed  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.

                                       4
<PAGE>

          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  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 that certificates representing 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
     completed  and 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.  Subject to applicable  law, 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.

                                       5
<PAGE>

     SECTION 4. 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  makes  a
distribution or distributions on shares of its Common Stock, the Company's Class
B Common Stock, par value $0.001 per share (the "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.
Simultaneously  with any  adjustment  to the  Exercise  Price  pursuant  to this
Section 3(a),  the number of Warrant Shares which may be purchased upon exercise
of this Warrant shall be increased or decreased  proportionately,  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 (x) with respect to clause (A) of the first sentence of this Section 3(a),
become  effective  immediately  after the record date for the  determination  of
stockholders  entitled to receive  such  dividend or  distribution  and (y) with
respect to clauses (B) - (D) of the first sentence of this Section 3(a),  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  Closing  Price  determined  as of the record  date or
effective date, as the case may be,  mentioned in Section 3(a), and of which the
numerator  shall be such Closing Price on such date less the then per share fair
market  value  at such  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 Holders
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  measure).  Such adjustment shall be made whenever any
such  distribution  is made and shall  become  effective  immediately  after the
record date mentioned above.

                                       6
<PAGE>

     (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  conversion  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,  upon
exercise of this Warrant,  the number of shares of Common Stock of the successor
or acquiring corporation or of the Company, if it is the surviving  corporation,
and any additional consideration ("ALTERNATE CONSIDERATION") receivable upon, or
as a result of, such  Fundamental  Transaction by a Holder holding the number of
Warrant Shares  underlying  this Warrant  immediately  prior to the occurence of
such event. 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 connection with 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 such  securities,  cash or
property  that 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.

                                       7
<PAGE>

     (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 the
     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 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  (defined in
     Section 4(c) below) of the  Company,  at least  twenty (20)  calendar  days
     prior to the applicable record or effective date hereinafter  specified,  a
     notice  stating  (x) the record  date  established  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 record date  established  for
     such  reclassification,  consolidation,  merger,  sale,  transfer  or share
     exchange,   or  if  a  record   is  not  to  be   taken,   the  date   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.  Subject to applicable law, the Holder is entitled to exercise
     this Warrant  during the twenty (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.

                                       8
<PAGE>

     SECTION 5. TRANSFER OF WARRANT.

     (a) TRANSFERABILITY.  Subject to compliance with any applicable  securities
laws and the  conditions  set forth in Sections  4(d) through 4(h) hereof and in
Section 5(a) hereof, this 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)  ADDITIONAL  TRANSFER   RESTRICTIONS.   Each  Holder  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
Holder or in  connection  with a pledge as  contemplated  in Section  4(e),  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 be bound by the terms of this Warrant and shall have the
right of a Holder under this Warrant and the Registration Rights Agreement.

     (e) LEGENDS.  Each Holder agrees to the imprinting,  so long as is required
by this Section  4(e),  of a legend on any of the  securities  in the  following
form:

                                       9
<PAGE>

NEITHER THESE  SECURITIES  [NOR THE SECURITIES  INTO WHICH THESE  SECURITIES ARE
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.  THESE  SECURITIES [AND THE SECURITIES  ISSUABLE UPON EXERCISE OF THESE
SECURITIES]  MAY BE PLEDGED IN  CONNECTION  WITH A BONA FIDE  MARGIN  ACCOUNT OR
OTHER LOAN SECURED BY SUCH SECURITIES.

     The  Company  acknowledges  and agrees  that a Holder 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 Warrant and
the  Registration  Rights  Agreement  and, if  required  under the terms of such
arrangement,  such  Holder 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  Holder'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.

     (f) REMOVAL OF LEGENDS.  Certificates  evidencing  the Warrant Shares shall
not contain any legend  (including  the legend set forth in Section 4(e) hereof:
(i)  while a  registration  statement  (including  the  Registration  Statement)
covering the resale of such security is effective  under the Securities  Act, or
(ii) following the sale of such Warrant Shares pursuant to Rule 144, or (iii) if
such 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 SEC).  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 where there is an effective
registration  statement  to cover the resale of the Warrant  Shares,  or if such
Warrant  Shares may be sold under Rule 144(k) or if such legend is not otherwise
required under applicable requirements of the Securities Act (including judicial
interpretations  thereof)  then 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(f),  it will, no later
than three (3) Trading Days following the delivery by a Holder to the Company or
the Company's  transfer agent of a certificate  representing  Warrant Shares, as
applicable,  issued with a  restrictive  legend  (such third  Trading  Day,  the
"LEGEND  REMOVAL  DATE"),  deliver  or cause to be  delivered  to such  Holder 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
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 Holders by crediting the account of the Holders prime broker with
the DWAC system.

                                       10
<PAGE>

     (g)  LIQUIDATED  DAMAGES.  In addition  to such  Holder's  other  available
remedies,  the Company  shall pay to a Holder,  in cash,  as partial  liquidated
damages and not as a penalty,  for each $1,000 of 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 this  Section 4, $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 second (2nd)  Trading Day  following  the Legend  Removal
Date until such certificate is delivered without a legend.

     (h) RELIANCE ON HOLDER'S COMPLIANCE. Each Holder, severally and not jointly
with the other Holders,  agrees that the removal of the restrictive  legend from
certificates  representing  Securities  as  set  forth  in  this  Section  4  is
predicated upon the Company's  reliance that the Holder will sell any Securities
pursuant  to  either  the  registration  requirements  of  the  Securities  Act,
including  any  applicable  prospectus  delivery  requirements,  or an exemption
therefrom.

     SECTION 6. 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 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).  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  (or by means of a  cashless  exercise),  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 and 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.

                                       11
<PAGE>

     (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 that is 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 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 governing law provisions set forth in the Letter 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 form set forth in Section 4(e).

                                       12
<PAGE>

     (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.

          (i) NOTICES.  Unless otherwise  specifically set forth herein, 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 below 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
     below,  or in the Warrant  Register,  and applicable 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 second  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 follows:

          If to Company, to:

                  Access Integrated Technologies, Inc.
                  55 Madison Avenue, Suite 300
                  Morristown, New Jersey 07960
                  Attention: General Counsel
                  Facsimile: (973) 290-0081
                  E-mail address: gloffredo@accessitx.com

          With a copy to:

                  Kelley Drye & Warren LLP
                  101 Park Avenue
                  New York, New York 10178
                  Attention:  Jonathan Cooperman, Esq.
                  Facsimile: (212) 808-7897
                  E-mail address: jcooperman@kelleydrye.com

          If to the Holder:

                  To the  address set forth  under such  Holder's  name on the
                  Warrant Register; or such other address as may be designated
                  in writing hereafter, in the same manner, by such Person.

                                       13
<PAGE>

     (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  only 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:  _______ __, 2005
                                            ACCESS INTEGRATED TECHNOLOGIES, INC.



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







                                       15
<PAGE>




                               NOTICE OF EXERCISE

TO: ACCESS INTEGRATED TECHNOLOGIES, INC.

     (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 9.99% of the shares of
Common  Stock of the Company (as  determined  in  accordance  with  Section 2(d)
hereof.

[SIGNATURE OF HOLDER]

Name of Investing Entity:
                          ------------------------------------------------------
Signature of Authorized Signatory of Investing Entity:
                                                      --------------------------
Social Security or Tax ID#, if applicable:
                                           -------------------------------------
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-23
<SEQUENCE>5
<FILENAME>exh23-2.txt
<DESCRIPTION>EXHIBIT 23.2 CONSENT OF EISNER
<TEXT>
                                                                    Exhibit 23.2


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement  on  Form  S-3 of our  report  dated  June  9,  2004  relating  to the
consolidated   financial   statements,   which  appears  in  Access   Integrated
Technologies,  Inc.'s  Annual Report on Form 10-KSB for the year ended March 31,
2005. We also consent to the reference to us under the heading "Experts" in such
Registration Statement.



/s/PricewaterhouseCoopers LLP

Florham Park, New Jersey

November 15, 2005

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>6
<FILENAME>exh23-3.txt
<DESCRIPTION>EXHIBIT 23.3 CONSENT OF PWC
<TEXT>
<PAGE>


                                                                    Exhibit 23.3


            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We  hereby  consent  to the  incorporation  by  reference  in this  Registration
Statement on Form S-3 of Access Integrated  Technologies,  Inc. and subsidiaries
of our report  dated June 10,  2005 on our audit of the  consolidated  financial
statements of Access Integrated Technologies,  Inc. and subsidiaries as of March
31,  2005 and for the year then  ended  included  in its  Annual  Report on Form
10-KSB for the year ended March 31, 2005.  We also  consent to the  reference to
our firm under the heading "Experts" in such Registration Statement.




/s/Eisner LLP


Florham Park, New Jersey
November 15, 2005
</TEXT>
</DOCUMENT>
</SUBMISSION>
