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<ITEMS>1.01
<ITEMS>8.01
<ITEMS>9.01
<FILING-DATE>20051221
<DATE-OF-FILING-DATE-CHANGE>20051221
<FILER>
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<CONFORMED-NAME>ACCESS INTEGRATED TECHNOLOGIES INC
<CIK>0001173204
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<FILE-NUMBER>001-31810
<FILM-NUMBER>051279417
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<STREET1>55 MADISON AVE
<CITY>MORRISTOWN
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<PHONE>973-290-0080
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<FILENAME>form8-k_1071453.txt
<DESCRIPTION>FORM 8-K
<TEXT>

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

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K

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

                                DECEMBER 15, 2005
                        (Date of earliest event reported)

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


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


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


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

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

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

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

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

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


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



<PAGE>



                                                           TABLE OF CONTENTS

Item 1.01. Entry into a Material Definitive Agreement
Item 8.01. Other Events and Regulation FD Disclosure
Item 9.01. Financial Statements and Exhibits
Signatures
Exhibit Index


                                       2
<PAGE>



SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On  December  16,  2005,  Christie/AIX,   Inc.   ("Christie/AIX"),   a  Delaware
corporation  and  an  indirect  wholly-owned  subsidiary  of  Access  Integrated
Technologies, Inc. (the "Company"), a Delaware corporation,  executed a contract
with Carmike  Cinemas,  Inc.  ("Carmike")  for the  installation  of up to 2,300
Digital  Cinema  projection  systems  throughout  the United  States.  With this
agreement,  Carmike and Christie/AIX  will begin installing 2K DCI-compliant DLP
Cinema(R) projectors. The rollout is scheduled to begin in Januarty, 2006 and to
be completed by October 31, 2007.

On  December  15,  2005,  the  Company  entered  into an  amended  and  restated
employment agreement with A. Dale Mayo, the Company's President, Chief Executive
Officer and Chairman of the Board of Directors.

The amended and restated employment agreement with Mr. Mayo supercedes the terms
and conditions of his existing employment  agreement and extends the term of his
employment to December 31, 2008. Under his existing  employment  agreement,  Mr.
Mayo receives an annual base salary of $250,000 and annual bonuses equal to 3.5%
of the  Company's  annual  gross  revenue up to $10 million and 2% of any annual
gross  revenues in excess of $10 million.  The Company will  continue to pay Mr.
Mayo a salary at the rate described in the original  agreement for the remainder
of 2005, and will pay him at the rate of $600,000 per year commencing January 1,
2006, subject to increase for calendar years after 2006 in the discretion of the
Compensation  Committee  of the Board.  Beginning  in 2006,  Mr.  Mayo will also
receive a  guaranteed  bonus of  $240,000  per year,  payable  in equal  monthly
installments.

On December 15, 2005,  Mr. Mayo  received  300,000  non-qualified  stock options
under the First Amended and Restated 2000 Stock Option Plan of the Company.  The
options will vest at the rate of 1/3 of the total number on each  anniversary of
the date of grant, and will have an exercise price of $10.89, which was equal to
110% of the closing price on the last trading day preceding the grant date.  The
grant will be subject to approval of shareholders to the extent required by law.

Mr. Mayo will also be entitled to  participate  in all benefit plans provided to
senior executives of the Company.

The description of the amended and restated employment agreement set forth above
is qualified in its entirety by reference to the agreement, which is attached as
Exhibit 10.1 and is incorporated herein by reference.

ITEM 8.01  OTHER EVENTS AND REGULATION FD DISCLOSURE

On  December  19,  2005,  the  Company  issued a press  release  announcing  the
execution of a contract  between  Carmike and  Christie/AIX,  a copy of which is
attached hereto as Exhibit 99.1 and incorporated herein by reference.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS.

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS.

     (a)  FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

          None.

     (b)  PRO FORMA FINANCIAL INFORMATION.

          None.

     (c)  EXHIBITS.

          10.1    Amended and  Restated  Employment  Agreement,  dated  December
                  15, 2005,  between  Access Integrated  Technologies,  Inc. and
                  A. Dale Mayo.
          99.1    Press Release of the Company, dated December 19, 2005.


                                       3
<PAGE>


                                    SIGNATURE


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


                    ACCESS INTEGRATED TECHNOLOGIES, INC.


                           By:   /s/ Gary S. Loffredo
                                 -----------------------------------------------
                           Name:  Gary S. Loffredo
                           Title: Senior Vice President--Business  Affairs,
                                  General Counsel and Secretary




                           Dated as of December 21, 2005


<
                                       4
<PAGE>



                                  EXHIBIT INDEX

                10.1    Amended  and  Restated   Employment   Agreement,   dated
                        December   15,   2005,    between   Access    Integrated
                        Technologies, Inc. and A. Dale Mayo.

                99.1    Press Release of the Company, dated December 19, 2005.





                                       5
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>ex99-1_1071298.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
                                                                    EXHIBIT 99.1

CARMIKE  CINEMAS  CONTRACTS TO INSTALL 2,300 DIGITAL CINEMA  PROJECTION  SYSTEMS
FROM CHRISTIE/AIX
Monday December 19, 8:00 am ET

MORRISTOWN,  N.J.  and  COLUMBUS,  Ga., Dec. 19 /PRNewswire-FirstCall/ -- Access
Integrated  Technologies,  Inc.  ("AccessIT")  (Amex:  AIX - NEWS)  and  Carmike
Cinemas,  Inc.  ("Carmike")  (Nasdaq:  CKEC - NEWS) jointly announced today that
Carmike,  the third  largest  national  movie  theatre  circuit,  has executed a
contract with AccessIT's Christie/AIX subsidiary,  for the installation of up to
2,300 Digital Cinema projection systems throughout the United States.  With this
agreement,  Carmike and Christie/AIX  will begin installing 2K DCI-compliant DLP
Cinema(R) projectors.  The rollout is scheduled to begin in January, 2006 and to
be completed by October 31, 2007.

We are proud to have the  opportunity to work with Carmike,  not only one of the
nation's  largest  theatre  chains,  but also one of the most  forward-looking,"
commented Bud Mayo, President and Chief Executive Officer of AccessIT. "It would
be hard  to  exaggerate  the  significance  of  today's  development  as a major
milestone  for  the  industry  and  for  our  respective  companies,  and we are
privileged  to be a partner in this  important  undertaking.  Working  together,
Carmike,  Christie  and AccessIT  are  committed  to  elevating  the movie going
experience  and to bringing  the many  benefits of digital to  audiences  in the
months ahead."

Michael W. Patrick, Chairman of the Board, President and CEO of Carmike Cinemas,
Inc.  added,  "We are eagerly  looking  forward to  launching  this rollout with
Christie/AIX.  Digital Cinema is the future of exhibition, combining eye-popping
image  quality  that  will  dazzle   moviegoers   with   unmatched   programming
flexibility.  This  flexibility  will  enable our company to  capitalize  on new
programming  options such as 3-D, live sporting  events,  and other  alternative
content while continuing to present traditional movies with the best picture and
sound possible for even the longest of runs."

"The  contract with Carmike is truly a tipping  point for Digital  Cinema.  As a
progressive company with clear vision,  Carmike has identified Digital Cinema as
the next growth and revenue opportunity for their business.  We are very pleased
that they have chosen DLP Cinema(R) from Christie, a proven technology, to bring
the  digital  experience  to the  heartland  of  America,"  stated  Jack  Kline,
President and COO, Christie USA. "The collaborative  efforts of DCI, the studios
and the  exhibition  community  confirm that Digital  Cinema is no longer just a
dream -- it's real, and it's here to stay." AccessIT's  Christie/AIX unit serves
as the funding vehicle and administrator for the company's  4,000-screen digital
cinema rollout plan expanded  significantly from the total originally  announced
in June  2005.  Christie/AIX  will  act as the  financing  intermediary  between
content-owners  -- major studios and independent  distributors,  among others --
and exhibitors who will receive  turnkey,  DCI-compliant  Digital Cinema systems
including 2K projectors and related hardware and software.  Bear,  Stearns & Co.
acts as the financial advisor to AccessIT.

A series of key developments  preceded  today's  announcement;  notably,  formal
contracts  with  The Walt  Disney  Company,  Twentieth  Century  Fox,  Universal
Pictures,  Sony Pictures Entertainment and most recently DreamWorks SKG. Initial
deployments in the plan began in late October in theatres in Detroit,  Michigan,
owned by Emagine Entertainment,  Inc. and at multiple locations in San Diego and
Riverside County (CA) multiplexes owned by Ultrastar  Theaters,  Inc. Completion
on these first 150 systems is anticipated before the close of the year.




<PAGE>

In a  related  development,  to  provide  equity  funding  for this  large-scale
deployment,  AccessIT  intends to move forward with the filing of a common stock
shelf registration in the very near future.

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

Christie is a leader in visual solutions for world-class organizations, offering
diverse  applications  for  business,  entertainment,  and  industry.  A leading
innovator  in film  projection  since 1929 and a pioneer in  projection  systems
since 1979,  Christie has  established  a global  reputation  as a total service
provider  and the world's  single  source  manufacturer  of a variety of display
technologies and solutions.  Christie offers comprehensive solutions for cinema,
large  audience  venues,   control  rooms,  business   presentations,   training
facilities,  3D and  Virtual  Reality,  simulation  and  education  as  well  as
industrial  and  government  environments.  For more  information  on Christie's
cinema  solutions and to find a theatre with Christie DLP Cinema(R)  projectors,
visit HTTP://WWW.CHRISTIEDIGITAL.COM.

Carmike  Cinemas,  Inc. is a premiere  motion  picture  exhibitor  in the United
States with 307 theatres  and 2,469  screens in 37 states,  as of September  30,
2005.   Carmike's  focus  for  its  theatre  locations  is  small  to  mid-sized
communities  with  populations of fewer than 100,000.  Carmike's common stock is
traded on the NASDAQ  National  Market under the ticker symbol  "CKEC." For more
information visit Carmike's website, HTTP://WWW.CARMIKE.COM.

Safe  Harbor  Statement

Investors and readers are cautioned  that certain  statements  contained in this
document,  as well as some  statements in periodic  press releases and some oral
statements of AccessIT officials during presentations about AccessIT, along with
AccessIT 's filings  with the  Securities  and  Exchange  Commission,  including
AccessIT 's registration statements, quarterly reports on Form 10-QSB and annual
report on Form 10-KSB,  are  "forward-looking"  statements within the meaning of
the   Private   Securities   Litigation   Reform   Act  of  1995  (the   "Act").
Forward-looking  statements  include  statements  that are predictive in nature,
which depend upon or refer to future events or  conditions,  which include words
such  as  "expects,"   "anticipates,"   "intends,"  "plans,"  "could,"  "might,"
"believes,"  "seeks,"  "estimates"  or similar  expressions.  In  addition,  any

<PAGE>


statements concerning future financial  performance  (including future revenues,
earnings  or growth  rates),  ongoing  business  strategies  or  prospects,  and
possible future  actions,  which may be provided by AccessIT's  management,  are
also  forward-looking   statements  as  defined  by  the  Act.   Forward-looking
statements are based on current expectations and projections about future events
and are subject to various risks,  uncertainties and assumptions about AccessIT,
its technology, economic and market factors and the industries in which AccessIT
does business, among other things. These statements are not guarantees of future
performance  and  AccessIT  undertakes  no specific  obligation  or intention to
update these  statements  after the date of this release.  This press release is
not an offer to sell or a  solicitation  of an offer to buy,  nor shall there be
any sale of,  securities  in any  state or  jurisdiction  in which  such  offer,
solicitation or sale would be unlawful prior to  registration  or  qualification
under the securities laws of any such state or jurisdiction.

    DLP Cinema(R) is a registered trademark of Texas Instruments Inc.

    Contact:

    Suzanne Tregenza Moore              Michael Glickman
    AccessIT                            The Dilenschneider Group
    55 Madison Avenue                   212.922.0900
    Suite 300
    Morristown, NJ  07960
    973.290.0080
    HTTP://WWW.ACCESSITX.COM

    Dorina Belu
    Christie
    519.749.3323
    DORINA.BELU@CHRISTIEDIGITAL.COM
    HTTP://WWW.CHRISTIEDIGITAL.COM

    Judy Russell
    Carmike Cinemas, Inc.
    706.576.2737
    JRUSSELL@CARMIKE.COM
    HTTP://WWW.CARMIKE.COM
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>ex10-1_1070141.txt
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
                                                                    EXHIBIT 10.1

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made and entered into
as of  the  15th  day  of  December,  2005,  by and  between  Access  Integrated
Technologies,  Inc., a Delaware  Corporation (the  "Company"),  and A. Dale Mayo
(the "Employee").

                                   WITNESSETH:

         WHEREAS, the Employee is employed as President, Chief Executive Officer
and Chairman of the Board of Directors of the Company  pursuant to an Employment
Agreement  effective in December,  2000, as amended the ("Original  Agreement");
and

         WHEREAS,  the Company and the Employee wish to extend his employment by
entering into an Amended and Restated  Employment  Agreement (the  "Agreement"),
upon the terms and conditions set below;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and intending to be legally bound hereby, the parties agree as
follows:

         1.  EMPLOYMENT.  The Company agrees to continue to employ the Employee,
and the  Employee  agrees to continue to be  employed  by the  Company,  for the
period  stated in  Paragraph  3 hereof and upon the other  terms and  conditions
herein provided.

         2.  POSITION  AND   RESPONSIBILITIES.   The  Employee  shall  serve  as
President, Chief Executive Officer and Chairman of the Board of Directors of the
Company.  The Employee shall be responsible for such duties as are  commensurate
with his  office  and as may from  time to time be  reasonably  assigned  to the
Employee by the Board, as the case may be.

         3. TERM. The term of this Agreement  shall be from the date first above
written though December 31, 2008;  provided,  however,  that the Agreement shall
thereafter be automatically extended for successive one-year terms unless notice
shall be given in writing  by either of the  Company  or  Employee  at least six
months  prior to the end of such term (as it may be  extended)  that such  party
desires to terminate this Agreement.

         4. COMPENSATION, REIMBURSEMENT OF EXPENSES.

         (a) SALARY.  For all services  rendered by the Employee in any capacity
during his  employment  under this  Agreement,  including,  without  limitation,
service as an executive,  officer,  director,  or member of any committee of the
Company or of any subsidiary,  affiliate, or division thereof, the Company shall
pay the Employee as  compensation a salary at the rate described in the Original
Agreement  for the  remainder  of  2005,  and at the rate of  $600,000  per year
commencing January 1, 2006, subject to increase for calendar years after 2006 in
the discretion of the Compensation  Committee of the Board. (b) BONUS.  Employee
shall receive a guaranteed bonus of $240,000 per year,  payable in equal monthly
installments.  Any bonus over and above the  guaranteed  amount  shall be in the
sole discretion of the Compensation Committee of the Board.

                                       2
<PAGE>

         (c) REIMBURSEMENT OF EXPENSES.  The Company shall pay, or reimburse the
Employee for, all reasonable  travel,  entertainment and other expenses incurred
by the Employee in the performance of his obligations under this Agreement.

         (d) STOCK OPTION GRANT. Employee shall be granted 300,000 non-qualified
stock  options  under the First  Amended and Restated  2000 Stock Option Plan of
Access Integrated  Technologies,  Inc. The options shall vest at the rate of 1/3
of the total number on each  anniversary of the date of grant. The options shall
have an  exercise  price  equal to 110% of the  closing  price of the  Company's
common stock on the last trading day  preceding  the grant date.  The grant date
shall be the date first above written.  The grant will be subject to approval of
shareholders to the extent required by law.

         5.  PARTICIPATION  IN  BENEFIT  PLANS.  Employee  will be  entitled  to
participate in all benefit plans  provided to senior  executives of the Company;
provided that:

         (a) The Company  will pay the full cost of medical and dental  coverage
for the Employee and his eligible dependents;

         (b) The Company  will pay for a long term care policy for the  Employee
which provides a monthly benefit of $10,200, with home care covered at 100%. The
policy has a waiting period of 90 days and a benefit period of seven years;

         (c) The Company will provide the Employee with an automobile  allowance
of $16,560 annually.

         6. TERMINATION.  (a) The Company shall have the right to terminate this
Agreement  prior to the  expiration of the term set forth in Section 3 only upon
the conviction of Employee of theft or embezzlement of money or property, fraud,
unauthorized  appropriation of any tangible or intangible  assets or property or
any other felony involving dishonesty or moral turpitude. The Company shall have
no obligations  to the Employee for any period  subsequent to the effective date
of any  termination of this  Agreement  pursuant to this paragraph 6, except for
the payment of salary and benefits earned prior to such termination.

         (b) In the event that the Company terminates the Employee's  employment
for reason(s)  other than those set forth in Section 6(a) prior to expiration of
this  Agreement  under  Paragraph 3 hereof,  the  Employee  shall be entitled to
continue to receive his salary  (including  bonuses  calculated  as set forth in
Section 4 hereof)  until the  expiration  of this  Agreement  under  Paragraph 3
hereof.  During  such  period,  the  Employee  shall  have a duty to seek  other
employment,  but shall not be  required  to accept  any  position  other  than a
position   (i)  as  a  senior   executive   officer   with   the  same   general
responsibilities  that the Employee  possessed at the Company at the time of the
Employee's  termination from the Company and (ii) with a company equal or larger
in  earnings  and  tangible  net  worth  than  the  Company  at the  time of the


                                       3
<PAGE>

Employee's termination. The Employee may, however, accept any full-time position
at any level and at any salary with any entity,  profit or  non-profit,  and the
Employee,  by accepting such  employment,  shall be conclusively  deemed to have
fulfilled his duty to seek employment under this Section 6. The Company shall be
entitled to reduce the salary  (including bonus) paid to the Employee during his
employment  by another  entity by an amount  equal to the  amount  earned by the
Employee  from any such  Employment  during  such  period.  In the event  that a
dispute shall arise as to this Section 6(b),  (i) the Company shall  continue to
pay the Employee's salary (including bonus) into an escrow account not under the
control  of the  Company  and (ii) the  Company  shall  pay the  legal  fees and
expenses incurred by the Employee in litigating any dispute under this Section 6
in the event that the Employee prevails in such dispute.

         7.  DISABILITY.  If the Employee is completely  disabled in the written
opinion  of a  physician  mutually  agreeable  to the  Employee  (or  his  legal
representative)  and the  Company,  or in the event  that no such  physician  is
chosen,  if the  Employee is unable to perform his services on  substantially  a
full-time basis for a period in excess of six consecutive  months or 180 days in
any one year  period,  the  Company  shall be  entitled  to  reduce  the  salary
(including bonus) paid to the Employee by subtracting from such salary and bonus
(i) the salary of such  person as is hired by the  Company to perform the office
of President,  Chief Executive  Officer,  and Chairman of the Board of Directors
and (ii) any amounts  received by the  Employee  from any  disability  insurance
policy  maintained by the Company in favor of the Employee;  provided,  however,
that in no event shall the salary  (including  bonus) paid to the Employee  plus
any disability insurance proceeds actually paid to the Employee be less than the
minimum annual salary applicable in such year.

         8.  DEATH.  The  Employee's  employment  shall be  terminated  upon the
Employee's death; provided, however, that in such event the Company shall pay to
the Employee's  estate an amount equal to the Employee's salary plus bonus for a
six-month period immediately following the Employee's death. Such payment may be
made in a lump sum  immediately  following such  termination or may be paid over
the six-month  period in  accordance  with the normal  payroll  practices of the
Company.

         9. CONFIDENTIAL INFORMATION; NON-COMPETITION; ENFORCEABILITY.

         (a) The  Employee  shall not at any time,  whether  before or after the
termination of this  Agreement,  divulge,  furnish or make  accessible to anyone
(other  than in the  ordinary  course  of the  business  of the  Company  or any
subsidiary thereof) any knowledge or information with respect to confidential or
secret designs,  processes,  formulae, plans, devices,  material, or research or
development  work of the Company or any subsidiary  thereof,  or with respect to
any other  confidential  or secret  aspect of the business of the Company or any
subsidiary thereof.

         (b) For a period of one year after the  termination of this  Agreement,
the Employee shall not,  directly or indirectly,  engage or become interested in
(as owner,  stockholder,  partner or  otherwise)  the  operation of any business
similar to or in  competition  (direct or indirect) with the Company within a 50
mile radius of any colocation facility then owned and/or operated by the Company
or any of its subsidiaries.  If any court construes the covenant in this Section
7 or any part thereof,  to be unenforceable  because of its duration or the area


                                       4
<PAGE>

covered  thereby,  the court shall have the power to reduce the duration or area
to the extent necessary so that such provision is enforceable.

         (c) The covenants set forth in this Section 9 shall be deemed separable
and  the   invalidity  of  any  covenant   shall  not  affect  the  validity  or
enforceability  of any other  covenant.  If any period of time or  limitation of
geographical area stated in paragraph 9(b) is longer or greater than the maximum
period  or  geographical  area  permitted  by law,  then the  period  of time or
geographical area stated therein shall be deemed to be such maximum  permissible
period of time or geographical  area, as the case may be. All parties  recognize
that the foregoing  covenants are a prime consideration for the Company to enter
into this  Agreement and that the  Company's  remedies at law for damages in the
event of any breach shall be inadequate.  In the event that there is a breach of
any of the foregoing covenants,  the Company, shall be entitled to institute and
prosecute proceedings in any court of competent jurisdiction to enforce specific
performance of any such covenants by the Employee or to enjoin the Employee from
performing acts in breach of any such covenant.

         10. TAX  WITHHOLDING.  The Company  shall  withhold  from any  benefits
payable under this Agreement all federal,  state,  local or other taxes as shall
be required pursuant to any law or governmental regulation or ruling.

         11.  EFFECT OF PRIOR  AGREEMENTS.  This  Agreement  contains the entire
understanding  between the parties hereto and  supersedes  any prior  employment
agreement  between  the  Company  or any  predecessor  of the  Company  and  the
Employee.

         12. GENERAL PROVISIONS.

         (a) NONASSIGNABILITY.  Neither this Agreement nor any right or interest
hereunder  shall be  assignable  by the Employee or his  beneficiaries  or legal
representatives without the Company's prior written consent; provided,  however,
that  nothing  in this  Paragraph  9(a) shall  preclude  (i) the  Employee  from
designating a beneficiary to receive any benefit payable hereunder following his
death, or (ii) the executors,  administrators, or other legal representatives of
the Employee or his estate from assigning any rights  hereunder to the person or
persons entitled thereto.

         (b) NO  ATTACHMENT.  Except as  required  by law,  no right to  receive
payments under this  Agreement  shall be subject to  anticipation,  commutation,
alienation, sale, assignment,  encumbrance,  charge, pledge, or hypothecation or
to execution, attachment, levy, or similar process or assignment by operation of
law, and any attempt, voluntary or involuntary,  to effect any such action shall
be null, void and of no effect.

         (c) BINDING AGREEMENT.  This Agreement shall be binding upon, and inure
to the benefit of, the Employee and the Company and their  respective  permitted
successors and assigns.

                                       5
<PAGE>

         13. MODIFICATION AND WAIVER.

         (a)  AMENDMENT  OF  AGREEMENT.  This  Agreement  may not be modified or
amended  except by an instrument in writing  signed by the parties  hereto,  and
approved  by a majority of the  members of the Board of  Directors  who were not
nominated by Employee.

         (b) WAIVER.  No term or condition of this Agreement  shall be deemed to
have been waived, nor shall there be any estoppel against the enforcement of any
provision of this Agreement,  except by written  instrument of the party charged
with  such  waiver  or  estoppel.  No such  written  waiver  shall  be  deemed a
continuing waiver unless specifically stated therein, and each such waiver shall
operate  only  as to the  specific  term  or  condition  waived  and  shall  not
constitute  a waiver of such term or  condition  for the future or as to any act
other than that specifically waived.

         14.  SEVERABILITY.  If, for any reason, any provision of this Agreement
is held invalid,  such  invalidity  shall not affect any other provision of this
Agreement not held so invalid,  and each such other  provision shall to the full
extent  consistent with law continue in full force and effect.  If any provision
of this Agreement shall be held invalid in part, such invalidity shall in no way
affect  the rest of such  provision  not held so  invalid,  and the rest of such
provision,  together with all other  provisions of this Agreement,  shall to the
full extent consistent with law continue in full force and effect

         15.  HEADINGS.  The headings of sections herein are included solely for
convenience of reference and shall not control the meaning or  interpretation of
any of the provisions of this Agreement.

         16.  GOVERNING  LAW. This  Agreement has been executed and delivered in
the  State of New  York,  and its  validity,  interpretation,  performance,  and
enforcement  shall be governed by the laws of said State other than the conflict
of laws provisions of such laws.

         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Agreement  to be
executed by its officers thereunto duly authorized,  and the Employee has signed
this Agreement, all as of the day and year first above written.

                               ACCESS INTEGRATED TECHNOLOGIES, INC.


                               By:/s/ Gary S. Loffredo
                                  ---------------------------------
                                      Gary S. Loffredo


                               Title: Senior Vice President -- Business Affairs,
                                      General Counsel and Secretary


                               EMPLOYEE


                               /S/ A. DALE MAYO
                               ------------------------------
                                   A. Dale Mayo


                                       6
</TEXT>
</DOCUMENT>
</SUBMISSION>
