UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 14A
                Proxy Statement Pursuant to Section 14(a) of the
                         Securities Exchange Act of 1934
Filed by the Registrant |X| Filed by a Party other than the Registrant |_| Check
the appropriate box:
         |_|      Preliminary Proxy Statement
         |_|      Confidential, for Use of the Commission Only
                  (as permitted by Rule 14a-6(e)(2))
         |X|      Definitive Proxy Statement
         |_|      Definitive Additional Materials
         |_|      Soliciting Material Under Rule l4a-l2

                      ACCESS INTEGRATED TECHNOLOGIES, INC.
                (Name of Registrant As Specified In Its Charter)

                                       N/A
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           (Name of Person(s) Filing Consent solicitation statement,
                         if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

|X|      No fee required.
|_| Fee computed on table below per Exchange Act Rules  l4a-6(i)(4) and 0-11 (1)
Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3)      Per unit  price  or other  underlying  value  of  transaction  computed
         pursuant  to  Exchange  Act Rule 0-11 (set forth in the amount on which
         the filing fee is calculated and state how it was determined):

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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|_| Fee paid previously with preliminary materials.
|_|      Check box if any part of the fee is offset as provided by Exchange  Act
         Rule 0-11(a) (2) and identify the filing for which the  offsetting  fee
         was paid  previously.  Identify  the  previous  filing by  registration
         statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:

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(2) Form, Schedule or Registration Statement No.:

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(3) Filing Party:

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(4) Date Filed:

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                                  [INSERT LOGO]

                      ACCESS INTEGRATED TECHNOLOGIES, INC.

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                         TO BE HELD ON OCTOBER 14, 2004

Dear Fellow Stockholders:

                  We  invite   you  to  attend  the  2004   Annual   Meeting  of
Stockholders of Access  Integrated  Technologies,  Inc., a Delaware  corporation
(the "Company"),  which will be held on October 14, 2004, at 2:00 p.m.,  eastern
time, at the American  Stock  Exchange,  86 Trinity  Place,  New York,  New York
10006. At the meeting,  you will be asked to vote on the following proposals (as
more fully described in the Proxy Statement accompanying this Notice):

         1.       Proposal  One - To elect  eight (8)  members of the  Company's
                  Board of Directors  to serve until the 2005 Annual  Meeting of
                  Stockholders  (or until  successors  are elected or  directors
                  resign or are removed).

         2.       Proposal  Two - To  amend  the  Company's  First  Amended  and
                  Restated  2000 Stock  Option Plan to increase the total number
                  of shares of the Company's Class A Common Stock available from
                  the  grant of  options  thereunder  from  600,000  to  850,000
                  shares.

         3.       To transact  such other  business as may properly  come before
                  the Annual Meeting or any adjournment thereof.

                  Only  stockholders  of  record  at the  close of  business  on
September  21, 2004 are entitled to notice of and to vote at the Annual  Meeting
or any adjournment thereof.

YOUR VOTE IS VERY  IMPORTANT.  WE HOPE YOU WILL ATTEND  THIS  ANNUAL  MEETING IN
PERSON, BUT IF YOU CANNOT,  PLEASE SIGN AND DATE THE ENCLOSED PROXY.  RETURN THE
PROXY IN THE  ENCLOSED  ENVELOPE,  WHICH  REQUIRES  NO  POSTAGE IF MAILED IN THE
UNITED STATES. IF YOU ATTEND THE ANNUAL MEETING,  YOU MAY VOTE IN PERSON EVEN IF
YOU HAVE  RETURNED A PROXY.  IF YOU RECEIVED  MORE THAN ONE PROXY CARD, IT IS AN
INDICATION  THAT YOUR SHARES ARE  REGISTERED  IN MORE THAN ONE  ACCOUNT.  PLEASE
COMPLETE, DATE, SIGN AND RETURN EACH PROXY CARD YOU RECEIVE.

                                          BY ORDER OF THE BOARD OF DIRECTORS

                                          [INSERT SIGNATURE]
                                          A.  Dale Mayo
                                          President, Chief Executive Officer and
                                          Chairman of the Board of Directors

Morristown, New Jersey
Date:  September 22, 2004



                                       1





                      ACCESS INTEGRATED TECHNOLOGIES, INC.
                          55 MADISON AVENUE, SUITE 300
                          MORRISTOWN, NEW JERSEY 07960
                        ---------------------------------

                                 PROXY STATEMENT
                        ---------------------------------

                       2004 ANNUAL MEETING OF STOCKHOLDERS
                                OCTOBER 14, 2004



              INFORMATION CONCERNING VOTING AND PROXY SOLICITATION


GENERAL
This Proxy Statement is being furnished to the stockholders of ACCESS INTEGRATED
TECHNOLOGIES,  INC.  (the  "Company")  in connection  with the  solicitation  of
proxies by the Board of Directors of the Company (the "Board").  The proxies are
for use at the  Annual  Meeting  of  Stockholders  of the  Company to be held on
Thursday,  October 14, 2004, at 2:00 p.m.  eastern  time, or at any  adjournment
thereof (the "Annual Meeting").  The Annual Meeting will be held at the American
Stock  Exchange,  86 Trinity  Place,  New York,  New York 10006.  The  Company's
telephone number is (973) 290-0080.

The shares  represented  by your  proxy  will be voted at the Annual  Meeting as
therein  specified  (if the proxy is properly  executed  and  returned,  and not
revoked). You may revoke your proxy at any time before the proxy is exercised by
delivering  to the  Secretary  of the  Company  a written  revocation  or a duly
executed proxy bearing a later date. You may also revoke your proxy by attending
the Annual Meeting and voting in person.

The shares represented by your proxy will be voted as indicated on your properly
executed proxy. If no directions are given on the proxy, the shares  represented
by your proxy will be voted:

           o  FOR the election of the director  nominees named herein  (Proposal
              No. 1), unless you specifically withhold authority to vote for one
              or more of the director nominees.

           o  FOR amending the  Company's  First Amended and Restated 2000 Stock
              Option  Plan to  increase  the  number of shares of Class A Common
              Stock available from the grant of options  thereunder from 600,000
              shares to 850,000  shares  (Proposal  No. 2), unless you designate
              otherwise.

The Company knows of no other matters to be submitted to the Annual Meeting.  If
any other matters  properly come before the Annual Meeting,  it is the intention
of the persons named in the  accompanying  form of proxy to vote the shares they
represent as the Board may recommend.

These proxy solicitation materials are first being mailed to the stockholders on
or about September 24, 2004.
                                       2


RECORD DATE AND VOTING SECURITIES

Stockholders  of record at the close of  business  on  September  21,  2004 (the
"Record Date") are entitled to notice of and to vote at the Annual  Meeting.  As
of the Record Date, (a) 8,574,947  shares of the Company's Class A Common Stock,
$.001 par value ("Class A Common  Stock"),  were issued and  outstanding and (b)
1,005,811 shares of the Company's Class B Common Stock,  $.001 par value ("Class
B Common  Stock,"  and  together  with the  Class A Common  Stock,  the  "Common
Stock"), were issued and outstanding.

REVOCABILITY OF PROXIES

Any proxy  given  pursuant  to this  solicitation  may be  revoked by the person
giving it at any time  before  its use by  delivering  to the  Secretary  of the
Company a written  notice of revocation or a duly executed proxy bearing a later
date or by  attending  the Annual  Meeting and voting in person.  Attending  the
Annual Meeting in and of itself will not constitute a revocation of a proxy.

VOTING AND SOLICITATION

Each  holder of Class A Common  Stock is  entitled to one vote for each share of
Class A Common Stock held as of the Record  Date.  Each holder of Class B Common
Stock is entitled to ten votes for each share of Class B Common Stock held as of
the Record Date.  Stockholders  will not be entitled to cumulate  their votes in
the election of directors.

This proxy  solicitation  is being made by the Board and the cost of  soliciting
proxies will be borne by the Company. The Company expects to reimburse brokerage
firms,  banks,  custodians and other persons  representing  beneficial owners of
shares of Common Stock for their reasonable out-of-pocket expenses in forwarding
solicitation  material to such  beneficial  owners.  Proxies may be solicited by
certain of the  Company's  directors,  officers and regular  employees,  without
additional compensation, in person or by telephone, e-mail or facsimile.

QUORUM; ABSTENTIONS; BROKER NON-VOTES

A majority of the aggregate  combined voting power of the outstanding  shares of
Class A Common  Stock and  Class B Common  Stock as of the  Record  Date must be
present,  in person  or by proxy,  at the  Annual  Meeting  in order to have the
required quorum for the transaction of business.  If the aggregate  voting power
of the shares of Common  Stock  present,  in person and by proxy,  at the Annual
Meeting does not  constitute  the  required  quorum,  the Annual  Meeting may be
adjourned to a subsequent date for the purpose of obtaining a quorum.

Shares of Common Stock that are voted "FOR,"  "AGAINST" or "ABSTAIN" are treated
as being present at the Annual  Meeting for purposes of  establishing  a quorum.
Shares that are voted "FOR,"  "AGAINST"  or  "ABSTAIN"  with respect to a matter
will also be  treated as shares  entitled  to vote at the  Annual  Meeting  (the
"Votes  Cast")  with  respect to such  matter.  Abstentions  will be counted for
purposes of quorum and will have the same effect as a vote "AGAINST" a proposal.

Broker  non-votes  (i.e.,  votes from  shares of Common  Stock held of record by
brokers or other  custodians  as to which the  beneficial  owners  have given no
voting instructions) will be counted for purposes of determining the presence or
absence of a quorum for the transaction of business, but will not be counted for
purposes of  determining  the number of Votes Cast with  respect to a particular
proposal  on which the  broker has  expressly  not  voted.  Accordingly,  broker
non-votes will not affect the outcome of the voting on a proposal.

                                       3


APPRAISAL RIGHTS

Under  Delaware   General   Corporation  Law  (the  "DGCL")  and  the  Company's
Certificate of Incorporation,  stockholders are not entitled to any appraisal or
similar  rights of  dissenters  with respect to any of the Proposals to be acted
upon at the Annual Meeting.

DEADLINE FOR RECEIPT OF STOCKHOLDER PROPOSALS TO BE PRESENTED AT THE 2005 ANNUAL
MEETING

The Company currently intends to hold its 2005 Annual Meeting of Stockholders on
or about  August  20,  2005.  In order for any  stockholder  proposal  submitted
pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), to be included in the Company's Proxy Statement to
be issued in  connection  with the 2005  Annual  Meeting of  Stockholders,  such
proposal  must be  received  by the  Company no later than March 31,  2005.  Any
notice of a proposal  submitted  outside the processes of Rule 14a-8 promulgated
under the  Exchange  Act,  which a  stockholder  intends  to bring  forth at the
Company's 2005 Annual Meeting of Stockholders,  will be untimely for purposes of
Rule 14a-4 of the Act and the  By-laws of the Company if received by the Company
after June 14, 2005. All stockholder proposals must be made in writing addressed
to Secretary,  Access Integrated  Technologies,  Inc., 55 Madison Avenue,  Suite
300, Morristown, New Jersey 07960.

ELECTION OF DIRECTORS (PROPOSAL 1)

The Board  currently  consists of eight (8) directors.  All eight of the current
members of the Board have been  nominated  for  re-election.  Each  nominee  has
consented  to being named as a nominee for election as a director and has agreed
to serve if elected.  Each nominee for election at the Annual Meeting shall,  if
elected,  serve on the Board until his  successor  is elected at the next annual
meeting of stockholders or until his earlier resignation or removal.

The directors shall be elected by a plurality of the  outstanding  votes cast at
the Annual  Meeting.  A "plurality"  means that the  individuals who receive the
largest  number of votes cast are elected as directors up to the maximum  number
of  directors  to be  elected  at the  Annual  Meeting.  If any  nominee  is not
available  for  election  at  the  time  of the  Annual  Meeting  (which  is not
anticipated),  the  proxy  holders  named  in  the  proxy,  unless  specifically
instructed  otherwise  in the proxy,  will vote for the  election  of such other
person as the existing Board may  recommend,  unless the Board decides to reduce
the number of directors of the Company.

The following biographical information about the nominees to the Company's Board
is set forth as of September 1, 2004.

A. DALE MAYO (AGE 63):  DIRECTOR SINCE MARCH 2000;  CURRENTLY  PRESIDENT,  CHIEF
EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD OF DIRECTORS

Mr. Mayo is a co-founder  of the Company and has been  Chairman,  President  and
Chief Executive Officer since the Company's inception in March 2000. Mr. Mayo is
a member of the Company's Compensation Committee and Nominating Committee.  From
January  to March  2000,  Mr.  Mayo  explored  various  business  opportunities,
including  data center  operations  and digital  cinemas.  From December 1998 to
January  2000,  he had  been  the  President  and  Chief  Executive  Officer  of
Cablevision Cinemas, LLC. In December 1994, Mr. Mayo co-founded Clearview Cinema
Group,  Inc.,  which was sold to Cablevision  Cinemas in 1998. Mr. Mayo was also
the  founder,   chairman  and  chief  executive  officer  of  Clearview  Leasing
Corporation,  a lessor of computer peripherals and telecommunications  equipment
founded in 1976.  Mr. Mayo began his career as a computer  salesman  with IBM in
1965.

                                       4


KEVIN J. FARRELL (AGE 42): DIRECTOR SINCE MARCH 2000; CURRENTLY SENIOR
VICE PRESIDENT - DATA CENTER OPERATIONS AND A DIRECTOR

Mr. Farrell is a co-founder of the Company and has been Senior Vice President --
Data  Center  Operations  and a director  since the  Company's  inception.  From
December  1998 to March 2000, he had served as Director of Operations of Gateway
Colocation, LLC, of which he was also a co-founder, where he was responsible for
the  completion of 80,000 square feet of carrier  neutral  colocation  space and
supervised infrastructure build-out,  tenant installations and daily operations.
Prior to joining Gateway, Mr. Farrell had served, from 1993 to 1998, as Building
Superintendent  and Director of Facility  Maintenance  at the Newport  Financial
Center in Jersey City, NJ. He is a former officer of the International  Union of
Operating Engineers.

BRETT E. MARKS (AGE 42): DIRECTOR SINCE MARCH 2000; CURRENTLY SENIOR
VICE PRESIDENT - BUSINESS DEVELOPMENT AND A DIRECTOR

Mr. Marks is a co-founder  of the Company and has been Senior Vice  President --
Business Development and a director since the Company's inception. From December
1998 to March  2000,  Mr.  Marks  had been Vice  President  of Real  Estate  and
Development of Cablevision Cinemas,  LLC. From June 1998 until December 1998, he
was Vice  President  of First New York Realty Co.,  Inc. In December  1994,  Mr.
Marks  co-founded,   with  Mr.  Mayo,  Clearview  Cinema  Group,  Inc.  and  was
instrumental in the site selection process that helped to increase its number of
theater locations.

ROBERT DAVIDOFF (AGE 77): DIRECTOR SINCE JULY 2000

Mr. Davidoff has been a director of the Company since July 2000 and has been the
Chairman of the  Company's  Compensation  Committee  since  November  2000.  Mr.
Davidoff  currently  serves on the  Company's  Audit  Committee  and  Nominating
Committee. Since 1990, Mr. Davidoff has been a Managing Director of Carl Marks &
Co.,  Inc.  and,  since 1989,  the General  Partner of CMNY  Capital II, L.P., a
venture  capital  affiliate  of Carl Marks & Co.  Since 1998,  Mr.  Davidoff has
served  as a  director  of  Sterling/Carl  Marks  Capital,  Inc.  He is also the
Chairman  and Chief  Investment  Officer of CM Capital  Corporation,  the firm's
leveraged  buyout  affiliate.  Mr. Davidoff is a director of Hubco  Exploration,
Inc., Rex Stores  Corporation and Marisa Christina,  Inc. Mr. Davidoff serves on
the  compensation  committee  of  Hubco  Exploration,  Inc.  and the  audit  and
compensation  committees of each of Rex Stores Corporation and Marisa Christina,
Inc. Mr.  Davidoff  served as a director of Clearview  Cinema  Group,  Inc. from
December 1994 to December 1998.

GARY S. LOFFREDO (AGE 39): DIRECTOR SINCE SEPTEMBER 2000; CURRENTLY SENIOR
VICE PRESIDENT - BUSINESS AFFAIRS, GENERAL COUNSEL, SECRETARY AND A DIRECTOR

Mr. Loffredo has been the Company's  Senior Vice President -- Business  Affairs,
General  Counsel and Secretary,  and a director since September 2000. From March
1999 to August 2000, he had been Vice  President,  General Counsel and Secretary
of  Cablevision   Cinemas,   LLC.  At  Cablevision  Cinemas,  Mr.  Loffredo  was
responsible  for all aspects of the legal  function,  including  negotiating and
drafting commercial agreements,  with emphases on real estate,  construction and
lease contracts.  He was also significantly  involved in the business evaluation
of  Cablevision  Cinemas'  transactional  work,  including  site  selection  and
analysis,  negotiation and new theater construction oversight.  Mr. Loffredo was
an attorney at the law firm of Kelley Drye & Warren LLP from  September  1992 to
February 1999.

                                       5


WAYNE L. CLEVENGER (AGE 61): DIRECTOR SINCE OCTOBER 2001

Mr.  Clevenger  has been a director  of the  Company  since  October  2001.  Mr.
Clevenger served on the Company's  Compensation  Committee from February 2002 to
April 2004 and has served on the Company's  Audit Committee since April 2004. He
has more than 20 years of private equity  investment  experience.  He has been a
Managing  Director  of MidMark  Equity  Partners  II, L.P.  ("MidMark")  and its
predecessor  company  since 1989.  Mr.  Clevenger  was  President  of  Lexington
Investment Company from 1985 to 1989, and, previously,  had been employed by DLJ
Capital  Corporation   (Donaldson,   Lufkin  &  Jenrette)  and  INCO  Securities
Corporation,  the venture capital arm of INCO Limited. Mr. Clevenger served as a
director of Clearview Cinema Group, Inc. from May 1996 to December 1998.

MATTHEW W. FINLAY (AGE 37): DIRECTOR SINCE OCTOBER 2001

Mr.  Finlay has been a director of the Company  since  October 2001 and has been
the Chairman of the  Company's  Audit  Committee  since  February  2002. He is a
director of  MidMark,  which he joined in 1997.  Previously,  he had been a Vice
President  with  the New  York  merchant  banking  firm  Juno  Partners  and its
investment banking affiliate, Mille Capital, from 1995 to 1997. Mr. Finlay began
his career in 1990 as an analyst  with the  investment  banking  firm  Southport
Partners.

GERALD C. CROTTY (AGE 52): DIRECTOR SINCE AUGUST 2002

Mr. Crotty has been a director of the Company  since August 2002,  served on the
Company's  Audit  Committee  from July 2003 to April 2004, and has served on the
Company's  Compensation  Committee since April 2004. Mr. Crotty  co-founded and,
since June 2001,  has directed,  Weichert  Enterprise  LLC, a private and public
equity market  investment  firm.  Weichert  Enterprise  oversees the holdings of
Excelsior  Ventures  Management,  a private equity and venture capital firm that
Mr.  Crotty  co-founded in 1999.  From 1991 to 1998,  he held various  executive
positions with ITT Corporation,  including President and Chief Operating Officer
of ITT Consumer  Financial  Corp.  and Chairman,  President and Chief  Executive
Officer of ITT Information  Services,  Inc. Mr. Crotty also serves as a director
of AXA Premier Funds Trust.

BOARD OF DIRECTORS

The Board  intends  to meet at least  quarterly  and the  independent  directors
serving on the Board  intend to meet in  executive  session  (i.e.,  without the
presence of any non-independent  directors and management) at least once a year.
During the fiscal year ended March 31, 2004 (the "Last Fiscal Year"),  the Board
held one  meeting  and the Board  members  acted 10 times by  unanimous  written
consent  in lieu of  holding a meeting.  Other  than Mr.  Clevenger  who did not
attend one meeting of the Company's audit committee,  each current member of the
Board who was then serving attended at least  seventy-five  percent of the total
number of meetings of the Board and of the  committees  of the Board on which he
served in the Last Fiscal Year. Messrs.  Davidoff,  Crotty, Clevenger and Finlay
are considered "independent" under the rules of the AMEX.

                                       6


Except for Messrs. Kevin A. Booth and Warren H. Colodner,  since March 31, 2003,
no other  director has resigned or declined to stand for reelection to the Board
for any reason.  Messrs.  Booth and  Colodner  resigned as directors in November
2003 and June 2003, respectively.  Neither of such directors resigned because of
any  disagreement  with the  Company on any  matter  relating  to the  Company's
operations,  policies  or  practices.  The Board  currently  does not  provide a
process for  securityholders to send communications to the Board. In the opinion
of the Board,  it is  appropriate  for the Company not to have such a process in
place  because the Board  believes  there is  currently  not a need for a formal
policy due to, among other things,  the limited  number of  stockholders  of the
Company.  While the  Board  will  review  the need for a formal  policy,  at the
present time, stockholders who wish to contact the Board may do so by submitting
any communications to the Company's Secretary,  at Secretary,  Access Integrated
Technologies,  Inc., 55 Madison Avenue, Suite 300, Morristown, New Jersey 07960,
with an instruction to forward the communication to a particular director or the
Board as a whole. The Company's  Secretary will receive the  correspondence  and
forward it to any individual  director or directors to whom the communication is
directed.

The Company does not currently  have a policy in place  regarding  attendance by
Board members at the Company's annual meetings.  However,  each of the directors
currently intends to attend the Annual Meeting.

The Board has three standing  committees,  consisting of an audit  committee,  a
compensation committee and a nominating committee.

AUDIT COMMITTEE

The audit  committee  consists of Messrs.  Davidoff,  Clevenger and Finlay.  Mr.
Finlay is the  Chairman of the audit  committee.  The audit  committee  held two
meetings in the Last Fiscal Year. The audit committee has met with the Company's
management and its independent  registered  public accounting firm to review and
help ensure the adequacy of its internal  controls and to review the results and
scope of the  auditors'  engagement  and other  financial  reporting and control
matters. Both Messrs.  Davidoff and Clevenger are financially literate,  and Mr.
Davidoff is  financially  sophisticated,  as those  terms are defined  under the
rules of the AMEX.  Mr.  Davidoff  is also a financial  expert,  as such term is
defined under the Sarbanes-Oxley Act of 2002.  Messrs.  Davidoff,  Clevenger and
Finlay are considered "independent" under the rules of the AMEX.

The audit  committee  has  adopted a formal  written  charter  which is attached
hereto as APPENDIX A. The audit  committee is responsible  for ensuring that the
Company  has  adequate  internal  controls  and is  required  to meet  with  the
Company's  auditors  to review  these  internal  controls  and to discuss  other
financial  reporting  matters.  The audit committee is also  responsible for the
appointment, compensation and oversight of the auditors. Additionally, the audit
committee  is  responsible  for the review and  oversight  of all related  party
transactions  and other potential  conflict of interest  situations  between the
Company and its officers, directors, employees and principal stockholders.

COMPENSATION COMMITTEE

The compensation  committee consists of Messrs.  Mayo,  Davidoff and Crotty. Mr.
Davidoff  is  the  Chairman  of the  compensation  committee.  The  compensation
committee met one time during the Last Fiscal Year. The  compensation  committee
approves the compensation  package of the Company's Chief Executive  Officer and
reviews and  recommends  to the Board the levels of  compensation  and  benefits
payable to the  Company's  other  executive  officers,  reviews  general  policy
matters  relating to employee  compensation  and benefits and  recommends to the
entire Board, for its approval, stock option grants and discretionary bonuses to
its officers, employees, directors and consultants.  Messrs. Davidoff and Crotty
are considered "independent" under the rules of the AMEX.

                                       7


NOMINATING COMMITTEE

The nominating committee consists of Messrs. Mayo and Davidoff.  Mr. Mayo is the
Chairman of the nominating  committee.  No meetings of the nominating  committee
were held during the Last Fiscal Year.  The nominating  committee  evaluates and
approves  nominations  for annual election to, and to fill any vacancies in, the
Board. Mr. Davidoff is considered "independent" under the rules of the AMEX.

The Nominating  Committee has adopted a formal written charter which is attached
hereto as APPENDIX B. The charter sets forth the duties and  responsibilities of
the  Nominating  Committee and the general skills and  characteristics  that the
Nominating  Committee  employs to  determine  the  individuals  to nominate  for
election to the Board.

The  nominating  committee  currently  does  not  have a  policy  regarding  the
consideration  of director  candidates  recommended by  stockholders.  The Board
believes  that it is  appropriate  for the  Company  to not  have  such a policy
because  the  committee  has not  previously  received  any  director  candidate
recommendations  from  a  non-director  stockholder.   However,  the  nominating
committee  will  consider  any  such  candidates  recommended  by  stockholders.
Nevertheless, the Board may choose not to consider an unsolicited recommendation
if no vacancy  exists on the Board  and/or the Board does not perceive a need to
increase the size of the Board.  Stockholders  should submit any recommendations
of director  candidates for the Company's 2005 Annual Meeting of stockholders to
Secretary,  Access Integrated Technologies,  Inc., 55 Madison Avenue, Suite 300,
Morristown, New Jersey 07960 by March 31, 2005.

There are no  specific  minimum  qualifications  that the  nominating  committee
believes  must be met by a nominating  committee-recommended  director  nominee.
However,  the nominating  committee  believes that director  candidates  should,
among other things, possess high degrees of integrity and honesty; have literacy
in financial and business  matters;  have no material  affiliations  with direct
competitors,  suppliers  or  vendors  and  preferably  have  experience  in  the
Company's   business  and  other  relevant   business  fields  (e.g.,   finance,
accounting, law, banking).

Members of the  nominating  committee  will meet prior to each of the  Company's
annual meetings to identify and evaluate the skills and  characteristics of each
director candidate for nomination for election as a director of the Company. The
nominating  committee  reviews the candidates in accordance  with the skills and
qualifications set forth in the Company's  Nominating  Committee Charter and the
rules  of the  AMEX.  There  are no  differences  in the  manner  in  which  the
nominating  committee  evaluates  director  nominees based on whether or not the
nominee is recommended by a stockholder.

DIRECTOR AND EXECUTIVE OFFICER COMPENSATION

The  following  table sets forth  certain  information  concerning  compensation
received by the Company's  Chief  Executive  Officer at March 31, 2004,  and its
four other most highly  compensated  executive  officers at March 31, 2004,  for
services  rendered  in all  capacities  during the Last  Fiscal Year (the "Named
Executives").

                                       8





                           Summary compensation table

                                                Annual Compensation                         LONG-TERM COMPENSATION
                             -----------------------------------------------------------    ----------------------
                                                                                                          Securities
                                                                                           Restricted     Underlying    All Other
       Name and               Fiscal                                    Other Annual        Stock         Options       Compensation
 Principal Position(s)        Year        Salary($)        Bonus($)     Compensation(1)   Awards($)(2)    (#)(3)          ($)(4)
 ---------------------        ----        ---------        --------     ---------------   ------------    ----------    ------------

                                                                                                          
A. Dale Mayo                   2004       $250,000         $252,035        $14,400           --                 --       $27,428(5)
Chief Executive                2003       $250,000         $147,973        $14,400           --                 --       $16,453(5)
Officer and President          2002       $200,000          $66,875        $14,400           --                 --        $7,435(5)

Gary S. Loffredo               2004       $155,000          $35,000        $10,000           --             50,000        $8,146
Senior Vice President -        2003       $150,000           $7,500        $10,000           --             20,000       $22,065(6)
Business Affairs; General      2002       $150,000          $12,500        $10,000           --             20,000        $6,646
Counsel; and Secretary

Jeff Butkovsky                 2004       $130,000          $15,000         $7,200           --             30,000        $3,744
Senior Vice President -        2003       $125,000          $10,000         $5,400           --             20,000       $15,673(7)
Chief Technology Officer       2002       $125,000           $7,500         $   --           --             10,000        $3,780

Brian Pflug                    2004       $105,000          $35,000         $7,200           --             50,000        $6,573
Senior Vice President -        2003       $100,000           $7,500         $   --           --             10,000       $21,502(6)
Accounting and Finance         2002       $100,000           $2,500         $   --           --             10,000        $5,089

Kevin J. Farrell               2004       $103,125          $15,000         $7,200           --                 --        $5,696
Senior Vice President -        2003       $100,000          $10,000         $7,200           --                 --        $5,502
Data Center Operations         2002       $100,000          $10,000         $7,200           --                 --        $5,089



     (1) Reflects car  allowances  paid by the Company.
     (2) The Company has not made any restricted stock awards.
     (3) Reflects stock options  granted under the Company's  First Amended and
         Restated  2000 Stock Option Plan to Messrs.  Loffredo,  Butkovsky  and
         Pflug.
     (4) Includes the Company's matching contributions under its 401(k) plan and
         the premiums for group term life insurance  paid by the Company.  Under
         its 401(k)  plan,  the  Company  automatically  matches 50% of employee
         contributions  up to the  lesser  of 15% of the  employee's  pay  (on a
         per-payroll  period  basis) or the  statutory  annual  limit set by the
         Internal Revenue Service.
     (5) Includes premiums for two ten-year term life insurance  policies,  each
         in the benefit  amounts of $5  million,  under which the Company is the
         beneficiary.  Under one of the policies, the proceeds of the policy are
         to be used to repurchase,  after  reimbursement of all premiums paid by
         the Company,  shares of the Company's  capital stock held by Mr. Mayo's
         estate.
     (6) Includes  $16,000  of  shares  of Class A Common  Stock  issued  by the
         Company to Messrs.  Loffredo and Pflug in December  2002,  which shares
         were  valued by an  independent  appraiser  and are not  subject to any
         contractual restrictions.
     (7) Includes  $12,000  of  shares  of Class A Common  Stock  issued  by the
         Company to Mr.  Butkovsky in December 2002, which shares were valued by
         an  independent  appraiser  and  are  not  subject  to any  contractual
         restrictions.


                                       9


OPTIONS GRANTED DURING THE LAST FISCAL YEAR

The following table sets forth  information  concerning stock options granted to
the Named Executives during the Last Fiscal Year.



                                                      Individual Grants
                          -------------------------------------------------------------------------

                            Shares of Class A          % of Total
                              Common Stock           Options Granted
                            Underlying Options       to Employees in       Exercise      Expiration
Name                            Granted(#)              Fiscal Year        Price($)         Date
----                            ---------               -----------        --------         ----
                                                                                
A. Dale Mayo                       --                      --                 --             --
Gary S. Loffredo                 50,000                   26%                $5.00       11/04/2013
Jeff Butkovsky                   30,000                   16%                $5.00       11/04/2013
Brian Pflug                      50,000                   26%                $5.00       11/04/2013
Kevin J. Farrell                   --                      --                --             --



AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES

The following table sets forth information regarding the number of stock options
exercised by the Named  Executives  during the Last Fiscal Year and, as of March
31, 2004, the number of securities underlying  unexercised stock options and the
value of the in-the-money options held by the Named Executives.  The Company has
not granted any stock appreciation rights.




                                                               Number of Securities              Value of Unexercised
                                                              Underlying Unexercised             In-the-Money Options
                                                               OPTIONS AT FY-END (#)               AT FY-END ($)(1)
                                                               ---------------------              ----------------
                      Shares of Class
                        A Common
                      Stock Acquired          Value
   Name               on Exercise(#)        Realized($)     Exercisable     Unexercisable      Exercisable     Unexercisable
   ----               ---------------       -----------     -----------     -------------      -----------     -------------

                                                                                              
A. Dale Mayo                --                    --              --             --                 --               --
Gary S. Loffredo            --                    --          90,000         70,000            $16,667          $33,333
Jeff Butkovsky              --                    --          38,333         46,677             $8,333          $16,668
Brian Pflug                 --                    --          45,086         60,000             $8,333          $16,668
Kevin J. Farrell            --                    --              --             --                 --               --



(1) Based on the trading price of shares of the  Company's  Class A Common Stock
on March 31, 2004.

EMPLOYEE BENEFIT PLANS

In July 2002, the Company terminated its then existing benefits plans, including
medical,  dental and disability,  and its 401(k) plan, and joined a Professional
Employer Organization ("PEO"). Through the PEO, the Company purchases all of its
benefits and payroll services,  along with other PEO member  companies.  For tax
filing and for benefits purposes, the employees of the Company are considered to
be employees of the PEO. However, Hollywood Software, Inc. ("Hollywood SW"), one
of the  Company's  subsidiaries,  is not a member of the PEO, and  purchases its
benefits from other providers.

Through the PEO, the Company has a 401(k) plan that permits  eligible  employees
to  contribute  up to 15% of their  compensation,  not to exceed  the  statutory
limit.  The  Company   automatically  matches  50%  of  all  of  its  employees'
contributions.  Employee  contributions,  employer  matching  contributions  and
related earnings vest immediately. Total expenses for the Company's prior 401(k)
plan and the PEO 401(k) plan were $37,000 and $39,000 for the fiscal years ended
March 31, 2003 and 2004, respectively.

                                       10


Hollywood  SW's  employees are also covered by a profit  sharing plan  qualified
under section 401 of the Internal  Revenue Code of 1986, as amended (the "IRC").
The plan provides for Hollywood SW to make discretionary profit contributions on
behalf of eligible  employees.  Hollywood  SW made no  contributions  in 2003 or
2004.

The employees of Core Technology  Services,  Inc. ("Core") are also covered by a
401(k) plan that permits  eligible  employees to  contribute  up to 15% of their
compensation,  not to exceed the statutory limit.  Core matches 25% of the first
6% of compensation contributed by employees.

EMPLOYMENT AGREEMENTS BETWEEN THE COMPANY AND NAMED EXECUTIVES

A. DALE MAYO. In July 2000,  the Company  entered into an  employment  agreement
with A. Dale Mayo, which was amended on December 1, 2000. The amended employment
agreement  provides  for the  Company's  payment  of an  annual  base  salary of
$250,000 and annual bonuses equal to 3.5% of its annual gross revenues up to $10
million  and 2% of any  annual  gross  revenues  in  excess of $10  million.  In
connection with the Company's November 2003 initial public offering (the "IPO"),
the Company and Mr.  Mayo  entered  into a second  amendment  to the  employment
agreement and agreed that his employment term will be extended through September
30, 2006;  however,  it will be  automatically  renewed for successive  one-year
terms unless  written notice is given by either the Company or Mr. Mayo at least
six  months  prior to the end of the term (as may be  extended)  that such party
desires to terminate the agreement. The Company and Mr. Mayo have further agreed
his  combined  annual  salary and bonus  will be limited to $1.2  million in any
fiscal year. Under his employment agreement, Mr. Mayo has agreed to not disclose
or use any confidential information of the Company and, for a period of one year
after the  termination or expiration of his  agreement,  not to compete with the
Company, within certain geographical limitations.  The Company may terminate Mr.
Mayo's  employment  if Mr. Mayo is  convicted of theft or  embezzlement,  fraud,
unauthorized  appropriation  of any assets or property  or any felony  involving
dishonesty or moral  turpitude.  In the event of such  termination,  the Company
will pay only any earned but unpaid salary up to the date of termination. If the
Company  terminates Mr. Mayo for any other reason,  Mr. Mayo will be entitled to
receive his salary until the scheduled expiration of the agreement, during which
time Mr. Mayo will be obligated to seek other employment.

DIRECTORS' COMPENSATION

The  Company's  directors do not  presently  receive any cash  compensation  for
serving as directors or  participating  on any  committee of the Board,  but are
reimbursed  for the  out-of-pocket  expenses that they incur in attending  Board
meetings.  Non-employee  directors  are eligible for grants under the  Company's
First  Amended and Restated  2000 Stock  Option Plan and, to date,  four present
directors  and one  former  director  have  been  granted  options  covering  an
aggregate of 40,000 shares of Class A Common Stock for services provided by them
as directors.

THE BOARD OF DIRECTORS  UNANIMOUSLY  RECOMMENDS A VOTE "FOR" THE ELECTION OF THE
NOMINEES NAMED ABOVE.

                                       11


AMENDMENT TO FIRST AMENDED AND RESTATED 2000 STOCK OPTION PLAN (PROPOSAL TWO)

The Board adopted the Company's  2000 Stock Option Plan, on June 1, 2000 and, in
July 2000,  the Company's  stockholders  approved this plan by written  consent.
Under this plan,  which was amended and restated in January 2003 pursuant to the
First Amended and Restated  2000 Stock Option Plan (as amended,  the "Plan") and
further  amended in September  2003,  the Company may grant both  incentive  and
non-statutory stock options to the Company's employees,  non-employee  directors
and  consultants.  The  primary  purpose of the Plan is to enable the Company to
attract,   retain  and  motivate  its  employees,   non-employee  directors  and
consultants.  The current Plan  authorizes up to 600,000 shares of the Company's
Class A Common Stock for issuance upon the exercise of options granted under the
Plan. As of September 1, 2004,  stock  options  covering  548,231  shares of the
Company's Class A Common Stock had been granted under the Plan. The total market
value of the Class A Common Stock  underlying these options was $2,713,743 as of
September 1, 2004.  However,  stock options  covering  498,231 shares of Class A
Common Stock are currently out-of-the-money.

Pursuant to Amendment No. 2 to the Plan in the form attached  hereto as APPENDIX
C, the Board  proposes  to amend the Plan to  increase  the  number of shares of
Class A Common Stock  authorized  for issuance upon the exercise of options from
600,000 to  850,000.  This  proposal  requires  approval  by a  majority  of the
outstanding votes cast at the Annual Meeting.

The  following  table  sets forth  certain  information,  as of March 31,  2004,
regarding  the  shares of the  Company's  Class A Common  Stock  authorized  for
issuance under the current Plan.

                        STATUS OF THE CURRENT PLAN (WITHOUT PROPOSED AMENDMENT)



                                                                                               Number of Shares of
                                      Number of Shares of                                          of Class A
                                        Class A Common              Weighted average              Common Stock
                                      Stock issuable upon           of exercise price ($)           remaining
                                      exercise of outstanding       of outstanding                 available forE
Plan                                       Options (#)                Options ($)               future issuance(#)
----                                       -----------                -----------               -------------------
                                                                                          
First Amended and Restated 2000
Stock Option Plan approved by
stockholders........................            520,564                   $6.12                    79,436
Compensation plans not approved by
stockholders........................              N/A                      N/A                      N/A



Under the Plan,  stock options  covering no more than 100,000  shares of Class A
Common Stock may be granted to any  participant in any single  calendar year and
no  participant  may be granted  incentive  stock options with an aggregate fair
market value,  as of the date on which such options were  granted,  of more than
$100,000  becoming  exercisable  for the first time in any given  calendar year.
Options  granted under the Plan expire 10 years  following the date of grant (or
such shorter  period of time as may be provided in a stock  option  agreement or
five years in the case of incentive stock options  granted to  stockholders  who
own greater than 10% of the total combined  voting power of the Company) and are
subject  to  restrictions  on  transfer.  Options  granted  under  the Plan vest
generally over three-year periods. The Plan is administered by the Board.

                                       12


The Plan  provides  for the granting of incentive  stock  options with  exercise
prices of not less than 100% of the fair market  value of the  Company's  Common
Stock on the date of grant.  Incentive  stock options granted to holders of more
than 10% of the total  combined  voting power of the Company must have  exercise
prices of not less than 110% of the fair market  value of the  Company's  Common
Stock on the date of grant.  Incentive and  non-statutory  stock options granted
under the Plan are subject to vesting provisions, and exercise is subject to the
continuous service of the optionee.  The exercise prices and vesting periods (if
any) for  non-statutory  options are set in the discretion of the Board.  Upon a
change of control of the Company, all options (incentive and non-statutory) that
have not previously  vested will become  immediately and fully  exercisable.  In
connection  with the  grants of  options  under the Plan,  the  Company  and the
participants  have executed stock option  agreements  setting forth the terms of
the grant.

The following is a brief summary of the principal anticipated federal income tax
consequences  of  grants  under the Plan to  recipients  and the  Company.  This
summary is not  intended to be  exhaustive  and does not  describe  all federal,
state or local tax laws.

OPTION  GRANTS.  Options  granted under the Plan may be either  incentive  stock
options  which  satisfy  the   requirements   of  Section  422  of  the  IRC  or
non-statutory  options  which are not  intended to meet such  requirements.  The
federal income tax treatments for the two types of options are as follows:

INCENTIVE  OPTIONS.  No taxable income is recognized by the optionee at the time
of the option grant,  and no taxable income is generally  recognized at the time
the  option is  exercised,  provided  that the  optionee  may incur  alternative
minimum tax liability  upon  exercise.  The optionee  will,  however,  recognize
taxable income in the year in which the purchased shares of Class A Common Stock
are sold or otherwise made the subject of a taxable disposition.

For federal tax  purposes,  dispositions  are divided into two  categories:  (i)
qualifying and (ii) disqualifying.  A qualifying  disposition occurs if the sale
or other  disposition  is made after the optionee has held the shares of Class A
Common  Stock for more than two (2) years  after the option  grant date and more
than one (1) year  after the  exercise  date.  If  either  of these two  holding
periods is not satisfied, then a disqualifying disposition will result.

Upon a qualifying  disposition,  the optionee will recognize  long-term  capital
gain in an amount equal to the excess of (i) the amount  realized  upon the sale
or other  disposition of the purchased  shares over (ii) the exercise price paid
for the shares. If there is a disqualifying disposition of the shares of Class A
Common  Stock,  then the excess of (i) the fair market  value of those shares on
the  exercise  date over (ii) the  exercise  price paid for the  shares  will be
taxable  as  ordinary  income  to the  optionee.  Any  additional  gain  or loss
recognized upon the disposition  will be recognized as a capital gain or loss by
the optionee.

If the optionee makes a  disqualifying  disposition  of the purchased  shares of
Class A Common  Stock,  then the  Company  will be  entitled  to an  income  tax
deduction,  for the taxable year in which such disposition occurs,  equal to the
excess of (i) the fair market value of such shares on the option  exercise  date
over (ii) the exercise price paid for the shares.  In no other instance will the
Company be allowed a deduction with respect to the optionee's disposition of the
purchased shares of Class A Common Stock.

NON-STATUTORY  OPTIONS.  No taxable income is recognized by an optionee upon the
grant of a non-statutory option. The optionee will in general recognize ordinary
income in the year in which the option is exercised,  equal to the excess of the
fair  market  value of the  purchased  shares  of  Class A  Common  Stock on the
exercise date over the exercise price paid for the shares, and the optionee will
be required  to satisfy  the tax  withholding  requirements  applicable  to such
income.

                                       13


The Company will be entitled to an income tax  deduction  equal to the amount of
ordinary  income  recognized  by the  optionee  with  respect  to the  exercised
non-statutory  option.  The deduction will in general be allowed for the taxable
year of the Company in which such ordinary income is recognized by the optionee.

THE BOARD OF DIRECTORS  UNANIMOUSLY  RECOMMENDS A VOTE "FOR" THE ADOPTION OF THE
AMENDMENT TO THE PLAN.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section  16(a) of the Exchange Act requires the Company's  directors,  executive
officers and persons who  beneficially  own more than 10% of its Common Stock to
file reports of ownership and changes in ownership  with the  Commission  and to
furnish the  Company  with copies of all such  reports  they file.  Based on the
Company's  review  of the  copies  of such  forms  received  by it,  or  written
representations from certain reporting persons, the Company believes that except
as described in the next sentence, none of its directors,  executive officers or
persons who  beneficially own more than 10% of the Company's Common Stock failed
to comply with Section 16(a) reporting requirements in the Company's Last Fiscal
Year. Mr. Mayo failed to timely file a Form 4 regarding six custodial  purchases
of the Company's  Common Stock and Mr.  Davidoff  failed to timely file a Form 4
regarding  his  exchange  of a  previously  issued  note for a new note which is
convertible at any time into shares of the Company's Class A Common Stock.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In December 2002, A. Dale Mayo returned  30,000 shares of the Company's  Class B
Common Stock and Brett E. Marks,  Kevin A. Booth and Kevin J.  Farrell  returned
10,000,  10,000 and 10,000  shares,  respectively,  of Class A Common  Stock and
received no consideration from the Company for such returned shares.

In connection with the execution of one of the Company's long-term real property
leases,  A.  Dale  Mayo and  Brett E.  Marks  posted a letter  of  credit in the
aggregate  amount of $525,000 in June 2000. This letter of credit was reduced by
one-third in each of the three successive years and terminated in June 2003. The
Company   reimbursed   Messrs.   Mayo  and  Marks  for  the  issuance  costs  of
approximately $10,000 for the letter of credit.

Wayne  Clevenger  and  Matthew  Finlay,  two of  the  Company's  directors,  are
directors of MidMark,  which  previously  held all of the Company's  outstanding
Series A and  Series B  preferred  stock and  related  contingent  warrants.  In
connection  with its purchase of shares of the  Company's  Series A and Series B
preferred stock, the Company paid MidMark a $75,000  investment  banking fee. In
September  2003,  the Company  entered into an exchange  agreement with MidMark,
under which the Company agreed to issue 2,207,976  additional  shares of Class A
Common Stock to MidMark in exchange for all of the Company's  outstanding shares
of Series A and Series B preferred stock,  including accrued dividends  thereon,
and through the exercise and exchange of certain warrants. Upon the IPO, MidMark

                                       14


(i) converted all 8,202,929  shares of its Series A and Series B preferred stock
into 1,640,585 shares of Class A Common Stock; (ii) exchanged warrants that were
exercisable,  subject to certain future conditions,  for up to 951,041 shares of
Class A  Common  Stock,  for  320,000  shares  of Class A  Common  Stock;  (iii)
exercised a warrant exercisable for up to 144,663 shares of Class A Common Stock
(143,216 shares on a cashless-exercise  basis); and (iv) accepted 104,175 shares
of Class A Common Stock as payment of all accrued  dividends on shares of Series
A and Series B preferred stock held by such stockholder. The number of shares of
Class A Common Stock issued as payment of accrued  dividends  was  calculated at
the offering price of $5.00.  Additionally,  MidMark also purchased  $333,000 of
one-year  notes,  which was repaid in April  2002,  and was issued  6,902 of the
one-year notes  warrants.  Each of these  directors have been granted options to
purchase 10,000 shares of the Company's  Class A Common Stock.  The Company paid
MidMark Investments, Inc., the operating company of MidMark, a management fee of
$50,000 per year until November 2003.

From March 2002 to August 2002, the Company  borrowed from and issued  five-year
promissory notes (each bearing interest at 8% per year) to, Mr. Mayo, Mr. Marks,
CMNY  Capital II,  L.P.,  John L.  O'Hara,  a member of the  Company's  board of
advisors,  and several  other  investors in the  aggregate  principal  amount of
$3.175  million.  From June 2003 to July 2003,  the Company  borrowed  from, and
issued five-year promissory notes (each bearing interest at 8% per year) to, Mr.
O'Hara and several other  investors in the aggregate  principal  amount of $1.23
million.  In connection with these five-year notes, the Company granted to these
investors  ten-year  warrants  with an  exercise  price  of $0.05  per  share to
purchase up to an aggregate  of 440,500  shares of Class A Common  Stock,  which
warrants were exercised  before the completion of the IPO.  Messrs.  Mayo, Marks
and O'Hara and CMNY Capital II, L.P. have exercised all of the warrants attached
to the five-year notes held by them and purchased an aggregate of 142,500 shares
of Class A Common Stock.  The net proceeds of the five-year  note issuances were
used to repay the  one-year  notes  and to fund the  Company's  working  capital
requirements.

On March 24, 2004,  pursuant to an exchange  offer (the "Exchange  Offer"),  the
Company  exchanged $2.5 million and $1.7 million  aggregate  principal amount of
five-year  promissory  notes for  shares of Class A Common  Stock and for longer
term 6% convertible notes, respectively. The Company issued 707,477 unregistered
shares  of  Class  A  Common  Stock  and  $1.7  aggregate  principal  amount  of
convertible notes convertible into a maximum of 308,225 shares of Class A Common
Stock (i) at any time up to the maturity  date at each  holder's  option or (ii)
automatically  on the date when the average  closing price on the American Stock
Exchange of the Class A Common  Stock for 30  consecutive  trading days has been
equal to or greater than $12.00.

A. Dale Mayo and Brett E. Marks invested $250,000 and $125,000, respectively, in
the  Company's  offering of one-year 8% notes and received  warrants to purchase
4,601  and  2,301  shares,  respectively,  of Class A Common  Stock at $0.05 per
share. These notes were repaid prior to March 31, 2002.  Messrs.  Mayo and Marks
invested  $250,000 and  $125,000,  respectively,  in the  Company's  offering of
five-year  8%  promissory  notes and  received  warrants to purchase  25,000 and
12,500  shares,  respectively,  of Class A Common  Stock at $0.05 per share.  In
September 2003, all of the warrants that were attached to the Company's one-year
and five-year promissory notes held by Messrs. Mayo and Marks were exercised. In
March  2004,  Messrs.  Mayo and Marks  participated  in the  Exchange  Offer and
exchanged  their  5-year  notes  and  accrued  interest  totaling  $382,000  for
convertible notes, convertible into 67,713 shares of Class A Common Stock. As of
March 31,  2003 and 2004,  the  principal  due to these  executive  officers  of
$375,000 and $382,000, respectively, is included in notes payable.

                                       15


Warren H. Colodner,  one of the Company's former directors,  is a partner in the
law firm of  Kirkpatrick & Lockhart LLP,  which  provided  legal services to the
Company until November  2003,  including  handling legal matters  related to the
IPO. For the fiscal years ended March 31, 2003 and 2004,  the Company  purchased
approximately $124,000 and $639,000,  respectively,  of legal services from this
firm.  Mr.  Colodner  was granted  options to purchase  4,000  shares of Class A
Common Stock.

Robert Davidoff, one of the Company's directors,  is the general partner of CMNY
Capital II, L.P.,  which holds  157,927  shares of Class A Common  Stock,  and a
director of  Sterling/Carl  Marks  Capital,  Inc.,  which holds 51,025 shares of
Class A Common  Stock.  CMNY  Capital II, L.P.  also  invested $1 million in the
Company's offering of one-year promissory notes, which was repaid in March 2002,
and invested $1 million in the Company's offering of five-year promissory notes.
The warrants  attached to such  one-year and five-year  notes were  exercised in
August 2003 and are included in the share numbers above.  Mr.  Davidoff has also
been granted  options to purchase 9,000 shares of Class A Common Stock. In March
2004 CMNY Capital II, LP  participated  in the Exchange  Offer and exchanged its
five-year  promissory  notes  and  accrued  interest  totaling  $1  million  for
convertible  notes,  convertible into 180,569 shares of Class A Common Stock. As
of March 31,  2003 and 2004,  the  principal  due to CMNY  Capital  II, LP of $1
million in each of those years, is included in notes payable.

Harvey  Marks,  a member of the  Company's  board of advisors,  is the father of
Brett E. Marks, one of the Company's founders and executive  officers,  and is a
partner in an entity that  performs  real estate  services for the Company.  The
Company incurred real estate commissions of $26,000 related to services provided
by this entity  during the fiscal year ended March 31,  2002.  Harvey Marks also
has been granted  options to purchase 41,025 shares of Class A Common Stock at a
weighted average exercise price of $6.83 per share.

In  the  fiscal  years  ended  March  31,  2003  and  March  31,  2004,  MidMark
Investments,  Inc., the operating company of MidMark,  received $50,000 per year
for management services rendered.  Messrs. Clevenger and Finlay are the Managing
Director and Vice President, respectively, of MidMark Investment, Inc.

In January 2003, the Board approved the purchase of two separate ten-year,  term
life insurance policies on the life of A. Dale Mayo. Each policy carries a death
benefit of $5 million,  and the Company is the beneficiary of each policy. Under
one of the policies,  however,  the proceeds will be used to  repurchase,  after
reimbursement of all premiums paid by the Company,  some or all of the shares of
the Company's  capital  stock held by Mr.  Mayo's estate at the  then-determined
fair market value.

In connection  with the Hollywood SW acquisition,  the Company  purchased all of
the outstanding  capital stock of Hollywood SW from its security holders,  David
Gajda and Robert  Jackovich,  on November 3, 2003.  Messrs.  Gajda and Jackovich
have  continued  as  executive  officers of  Hollywood  SW under new  employment
agreements and have received an aggregate of 400,000  unregistered shares of the
Company's  Class A Common  Stock,  less  40,444  unregistered  shares of Class A
Common Stock that were issued to certain optionees of Hollywood SW.

Hollywood SW and Hollywood Media Center,  LLC, a limited  liability company that
is 95% owned by David Gajda,  one of the sellers of Hollywood SW, entered into a
Commercial  Property  Lease,  dated  January 1, 2000,  for 2,115  square feet of
office space.  The Company has assumed  Hollywood  SW's  obligations  under this
lease  pursuant to the  acquisition,  including the monthly  rental  payments of
$2,335.  The lease is currently a  month-to-month  tenancy with the same monthly
rent.  Mr. Gajda is the  President of Hollywood SW. On May 1, 2004 an additional
933 square feet were  rented on a  month-to-month  basis for monthly  additional
rental payments of $1,000.

                                       16


In  connection  with Russell J.  Wintner's  employment  arrangement  with Access
Digital Media, Inc. ("AccessDM"), one of the Company's subsidiaries, the Company
paid Mr.  Wintner a finder's  fee of $25,000  during the fiscal year ended March
2004, in connection with his efforts related to the Hollywood SW acquisition.

The Company entered into a consulting  agreement with Kevin A. Booth, one of the
Company's co-founders and directors, following the termination of his employment
with the Company as of July 5, 2003. Under the terms of the agreement, Mr. Booth
agreed to provide consulting  services to the Company in connection with the IPO
and the Company's acquisition of Hollywood SW, for which he was paid $10,000 per
month (plus reasonable  out-of-pocket expenses) for the period beginning on July
5, 2003 through  September 30, 2003.  The Company also paid Mr. Booth $20,000 in
November 2003 in connection  with the completion of the IPO. After September 30,
2003, the Company may, in its sole  discretion,  retain Mr. Booth's services for
future projects on mutually agreed to terms.  Mr. Booth has agreed that the term
of his  confidentiality,  non-solicitation and non-compete  agreement,  which he
entered into as of April 10, 2000, will remain in effect through July 4, 2004.

In connection  with the  acquisition of Core,  the Company  purchased all of the
outstanding capital stock of Core from its sole security holder, Erik Levitt, on
January 9, 2004.  Mr. Levitt  continued as an executive  officer of Core under a
new  employment  agreement  and as  consideration  for the sale of Core  capital
stock,  received  $250,000  and  100,000  unregistered  shares of Class A Common
Stock.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of  September  1, 2004,  the  Company's  directors,  executive  officers  and
principal  stockholders   beneficially  own,  directly  or  indirectly,  in  the
aggregate, approximately 49% of its outstanding Class A Common Stock and 100% of
its Class B Common Stock.  Class B Common Stock entitles the holder to ten votes
per share of Class B Common Stock and Class A Common  Stock  entitles the holder
to one vote per share of Class A Common Stock. In particular,  A. Dale Mayo, the
Company's  President and Chief Executive  Officer,  beneficially holds 1,005,811
shares of Class B Common Stock and 9,601 shares of Class A Common  Stock,  which
represent  approximately  54%  of  the  total  voting  power  of  the  Company's
outstanding Common Stock. These  stockholders,  and Mr. Mayo himself,  will have
significant  influence over the Company's business affairs,  with the ability to
control matters requiring approval by the Company's stockholders,  including the
two proposals set forth in this Proxy  Statement as well as approvals of mergers
or other business combinations.


                                       17



The following table sets forth as of September 1, 2004, certain information with
respect to the  beneficial  ownership  of the Common Stock as to (i) each person
known  by the  Company  to  beneficially  own  more  than  five  percent  of the
outstanding  shares of the Company's  Common  Stock,  (ii) each of the Company's
directors,  (iii) each of the  Company's  Named  Executives  and (iv) all of the
Company's directors and executive officers as a group.



                         CLASS A COMMON STOCK
                         --------------------

                                                         SHARES BENEFICIALLY OWNED(a)
                                                         ----------------------------
NAME AND ADDRESS (b)                                     NUMBER        PERCENT OF CLASS
--------------------                                     ------        ----------------
                                                                         
A. Dale Mayo......................................      1,015,412 (c)         10.6%
Brett E. Marks....................................        533,563 (d)          6.2%
Kevin J. Farrell..................................        305,000              3.6%
Gary S. Loffredo..................................        110,000 (e)          1.3%
Jeff Butkovsky....................................         56,667 (f)           *
Brian Pflug.......................................         65,186 (g)           *
Robert Davidoff, 40 Stoner Avenue
 Great Neck, NY 11021.............................          2,667 (h)           *

Gerald Crotty.....................................            667 (h)           *

MidMark Equity Partners II, L.P.,
  177 Madison Avenue, Morristown, NJ 07960........          2,214,879         25.8%

MidMark Advisors II, LLC,
  177 Madison Avenue, Morristown, NJ 07960........              - (i)           -

Wayne L. Clevenger, c/o MidMark Equity Partners
 II, L.P., 177 Madison Avenue, Morristown, NJ 07960             - (j)           -

Matthew Finlay, c/o MidMark Equity Partners
 II, L.P., 177 Madison Avenue, Morristown, NJ 07960             - (k)           -

All directors and executive officers as a group....         4,763,596         48.8%
--------------------
*      Less than 1%


(a)  Applicable  percentage of ownership is based on 8,574,947 shares of Class A
     Common  Stock  outstanding  as of  September  1,  2004  together  with  all
     applicable options,  warrants and other securities  convertible into shares
     of the  Company's  Class A Common  Stock for such  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  September 1, 2004 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)  Unless  otherwise  indicated,  the business address of each person named in
     the table is c/o Access Integrated  Technologies,  Inc., 55 Madison Avenue,
     Suite 300, Morristown, New Jersey 07960.

(c)  Includes  905,811  shares  of Class B  Common  Stock  held by Mr.  Mayo and
     100,000  shares of Class B Common  Stock held by Mr.  Mayo's  spouse.  Each
     share of Class B Common  Stock is  convertible  at any time at the holder's
     option  into  one  share  of  Class A  Common  Stock.  Mr.  Mayo  disclaims
     beneficial  ownership of all 100,000 shares of Class B Common Stock held by
     Mr.  Mayo's  spouse.  The holder of each  share of class B Common  Stock is
     entitled  to ten  votes per share of Class B Common  Stock.  Including  the
     voting rights of his shares of Class B Common Stock,  Mr. Mayo may exercise
     up to 54.0% of the total voting power of the Company's Common Stock.

                                       18


(d)  Includes 17,764 shares of Class A Common Stock held by Mr. Marks' spouse.

(e)  Includes  90,000  shares  of  Class  A  Common  Stock  underlying   options
     exercisable  within  sixty days of  September  1, 2004 that may be acquired
     upon exercise of such options.

(f)  Includes  41,667  shares  of  Class  A  Common  Stock  underlying   options
     exercisable  within  sixty days of  September  1, 2004 that may be acquired
     upon exercise of such options.

(g)  Includes  45,186  shares  of  Class  A  Common  Stock  underlying   options
     exercisable  within  sixty days of  September  1, 2004 that may be acquired
     upon exercise of such options.

(h)  Represents  shares of Class A Common Stock underlying  options  exercisable
     within sixty days of September 1, 2004 that may be acquired  upon  exercise
     of such options.

(i)  MidMark  Advisors II, LLC is the general partner of MidMark Equity Partners
     II, L.P.

(j)  Mr.  Clevenger is a managing  director of MidMark Equity  Partners II, L.P.
     and a managing member of MidMark Advisors II, LLC.

(k)  Mr. Finlay is a director of MidMark Equity Partners II, L.P.

                            CLASS B COMMON STOCK
                            --------------------



                                                                                     SHARES BENEFICIALLY OWNED(a)
                                                                                     ----------------------------
NAME AND ADDRESS                                                                   NUMBER            PERCENT OF CLASS
----------------                                                                   ------            ----------------
                                                                                                    
A. Dale Mayo, c/o Access Integrated Technologies, Inc., 55
Madison Avenue, Suite 300, Morristown, New Jersey 07960......................    1,005,811 (b)            100.0%
All directors and executive officers as a group..............................    1,005,811                100.0%

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

(a)  Applicable  percentage of ownership is based on 1,005,811 shares of Class B
     Common  Stock  outstanding  as of  September  1,  2004  together  with  all
     applicable options,  warrants and other securities  convertible into shares
     of the  Company's  Class A Common  Stock for such  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 B Common  Stock  subject to options,  warrants  or other  convertible
     securities  exercisable  within 60 days after  September 1, 2004 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.

(b)  Includes  100,000 shares of Class B Common Stock held by Mr. Mayo's spouse.
     Mr. Mayo  disclaims  beneficial  ownership of all 100,000 shares of Class B
     Common Stock held by Mr. Mayo's spouse.  Each share of Class B Common Stock
     is convertible at any time at the holder's option into one share of Class A
     Common Stock.


                                       19



             REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Board's Audit Committee ("Audit Committee") oversees the Company's financial
reporting   process  on  behalf  of  the  Board.  In  fulfilling  its  oversight
responsibilities, the Audit Committee reviewed and discussed with management the
audited  financial  statements  in the  Company's  Annual Report on Form 10-KSB,
including a discussion of the  acceptability of the accounting  principles,  the
reasonableness  of  significant  judgments and the clarity of disclosures in the
financial statements.

The Audit Committee  reviewed and discussed with the independent  auditors,  who
are  responsible  for  expressing an opinion on the  conformity of those audited
financial statements with generally accepted accounting principles,  the matters
required to be discussed by SAS 61 and their  judgments as to the  acceptability
of the Company's accounting principles and such other matters as are required to
be  discussed  with  the  Audit  Committee  under  generally  accepted  auditing
standards.

In addition, the Audit Committee has discussed with the independent auditors the
auditors' independence from management and the Company,  including receiving the
written disclosures and letter from the independent  auditors as required by the
Independence   Standards   Board   Standard  No.  1,  and  has   considered  the
compatibility of any non-audit services with the auditors' independence.

The Audit  Committee  discussed  with the  Company's  independent  auditors  the
overall  scope and plans for their  audit.  The Audit  Committee  meets with the
independent  auditors,  with and  without  management  present,  to discuss  the
results of their examinations and the overall quality of the Company's financial
reporting.

In  reliance  on the  reviews  and  discussions  referred  to  above,  the Audit
Committee  recommended to the Board,  and the Board  approved,  that the audited
financial  statements  be included  in the Annual  Report on Form 10-KSB for the
year ended March 31, 2004 for filing with the SEC.

Respectfully submitted,


The Audit Committee of the Board of Directors

Matthew W. Finlay, Chairman
Wayne L. Clevenger
Robert Davidoff

THE FOREGOING  AUDIT COMMITTEE  REPORT SHALL NOT BE "SOLICITING  MATERIAL" OR BE
DEEMED  "FILED"  WITH THE SEC, NOR SHALL SUCH  INFORMATION  BE  INCORPORATED  BY
REFERENCE  INTO ANY FUTURE FILING UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,
OR THE EXCHANGE ACT, EXCEPT TO THE EXTENT THE COMPANY SPECIFICALLY  INCORPORATES
IT BY REFERENCE INTO SUCH FILING.


                                       20



INDEPENDENT AUDITORS

PricewaterhouseCoopers   LLP  ("PwC")   served  as  the  Company's   independent
registered  public  accounting  firm to audit the  financial  statements  of the
Company for the fiscal year ended March 31, 2004,  and Eisner LLP ("Eisner") has
been  appointed  by the  Board  to serve as the  independent  registered  public
accounting firm to audit the Company's financial  statements for the fiscal year
ended March 31, 2005. No  representative of either PwC or Eisner will be present
at the Annual Meeting.

On September 9, 2004,  the Audit  Committee  of the Board  dismissed  PwC as the
Company's  independent  registered  public accounting firm and engaged Eisner as
its new independent registered public accounting firm.

The audit reports of PwC on the Company's  consolidated  financial statements as
of and for the fiscal  years  ended  March 31,  2003 and March 31,  2004 did not
contain any adverse opinion or disclaimer of opinion and were not modified as to
uncertainty, audit scope or accounting principle.

During the fiscal  years  ended  March 31,  2003 and March 31,  2004 and through
September 9, 2004,  there were no  disagreements  between the Company and PwC on
any matter of accounting principles or practices, financial statement disclosure
or auditing  scope or procedure,  which  disagreements  if not resolved to PwC's
satisfaction  would have caused PwC to make reference  thereto in its reports on
the consolidated financial statements for such years.

No  reportable  events  of  the  type  described  in  Item  304(a)(1)(iv)(B)  of
Regulation  S-B occurred  during the fiscal years ended March 31, 2003 and March
31, 2004 and through September 9, 2004.

During the two fiscal  years ended March 31, 2003 and March 31, 2004 and through
September  9, 2004,  the Company did not consult  with Eisner on any matter that
(i) involved the application of accounting principles to a specific completed or
contemplated transaction, or the type of audit opinion that might be rendered on
the Company's  financial  statements,  in each case where written or oral advice
was provided that was an important factor  considered by the Company in reaching
a decision as to the accounting,  auditing or financial reporting issue; or (ii)
was either the  subject of a  disagreement,  as that term is  described  in Item
304(a)(1)(iv)(A)  of Regulation  S-B and the related  instruction to Item 304 of
Regulation  S-B, or  reportable  information,  as that term is described in Item
304(a)(1)(iv)(B) of Regulation S-B.

PwC  furnished  the Company  with a letter  addressed to the SEC stating that it
agrees with the above statements. A copy of PwC's letter was filed as an exhibit
to the Current Report on Form 8-K filed by the Company with the SEC on September
14, 2004 to report this event.

The Company's  audit  committee  has also adopted  policies and  procedures  for
pre-approving  all audit and non-audit work performed by PwC, the auditor of the
Company's annual  consolidated  financial  statements for the fiscal years ended
March 31, 2003 and March 31, 2004 and to be  performed  by Eisner for the fiscal
year ended March 31, 2005. Specifically,  the committee has pre-approved the use
of Eisner for  performance  of audit  services and detailed,  specific  types of
services within the following categories of non-audit services: tax services and
review of the Company's financial  statements in connection with its Form 10-QSB
for the fiscal  quarter  ended  September  30,  2004.  In each other  case,  the
committee requires management to obtain specific pre-approval from the committee
for any other work to be performed by Eisner.

                                       21


The aggregate fees billed for  professional  services by PwC in the fiscal years
ended March 31, 2003 and 2004 for these various services were:

      TYPE OF FEES                        2003             2004
      ------------                        ----             ----
      (1) Audit Fees                    $339,626         $190,380
      (2) Audit-Related Fees              60,685           26,308
      (3) Tax Fees                        72,084           15,875
      (4) All Other Fees                   1,400            1,400
      ------------------                   -----            -----
      Total                             $473,795         $233,963
                                        ========         ========


In the above table, in accordance with the Securities and Exchange  Commission's
definitions  and  rules,  "audit  fees"  are  fees  the  Company  paid  PwC  for
professional  services  for the audit of the  Company's  consolidated  financial
statements  included  in Form SB-2 and Form  10-KSB and  review of  consolidated
financial  statements  included in Form SB-2 and Form 10-QSBs,  and for services
that are normally  provided by the  accountant in connection  with statutory and
regulatory filings or engagements;  "audit-related  fees" are fees for assurance
and related services that are reasonably related to the performance of the audit
or review of the Company's  consolidated  financial  statements;  "tax fees" are
fees for tax compliance,  tax advice and tax planning;  and "all other fees" are
fees for any services not  included in the first three  categories.  100% of the
services set forth in sections (1) through (4) above were  approved by the Audit
Committee in accordance with its charter.

OTHER MATTERS

The Board  knows of no other  business  other  than  that set forth  above to be
transacted at the Annual Meeting,  but if other matters  requiring a vote of the
stockholders  arise,  the persons  designated as proxies will vote the shares of
Common Stock represented by the proxy cards in accordance with their judgment on
such matters.

BY ORDER OF THE BOARD OF DIRECTORS


/s/ A. Dale Mayo
PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD OF DIRECTORS


September 22, 2004


                                       22




                      ACCESS INTEGRATED TECHNOLOGIES, INC.
                                      PROXY
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


The undersigned hereby appoints A. Dale Mayo and Gary S. Loffredo,  or either of
them, with full power of substitution,  as proxies to vote at the Annual Meeting
of Stockholders of ACCESS  INTEGRATED  TECHNOLOGIES,  INC. (the "Company") to be
held on October 14, 2004 at 2:00 p.m.,  eastern time, and at any  adjournment or
adjournments thereof,  hereby revoking any proxies heretofore given, to vote all
shares  of  Common  Stock of the  Company  held or owned by the  undersigned  as
directed on the reverse side of this proxy card, and, in their discretion,  upon
such other  matters as may come before the  meeting.  IF NO  DIRECTION  IS MADE,
SHARES WILL BE VOTED FOR EACH OF THE PROPOSALS  BELOW.  In addition,  the shares
will be voted as the  Board of  Directors  of the  Company  may  recommend  with
respect to any other  business  as may  properly  come before the meeting or any
adjournment thereof.

1.       Election of eight (8) directors (INSTRUCTION:  TO WITHHOLD AUTHORITY TO
         VOTE FOR ANY  INDIVIDUAL  NOMINEE,  STRIKE A LINE THROUGH THE NOMINEE'S
         NAME IN THE LIST BELOW)

FOR all nominees listed to the          [__]                        A. Dale Mayo
right (except as marked to the                                  Kevin J. Farrell
contrary)                                                       Gary S. Loffredo
                                                                  Brett E. Marks
                                                              Wayne L. Clevenger
                                                                Gerald C. Crotty
                                                                 Robert Davidoff
                                                               Matthew W. Finlay

AGAINST, or ABSTAIN from, voting        [__]
for all nominees listed to the right

2.       Proposal to amend the  Company's  First Amended and Restated 2000 Stock
         Option  Plan to increase  the number of shares of Class A Common  Stock
         available from the grant of options thereunder from 600,000 to 850,000.

          FOR                      AGAINST                   ABSTAIN
          [__]                      [__]                       [__]

                                               THIS PROXY IS SOLICITED ON BEHALF
                                               OF THE BOARD OF DIRECTORS.

                                               Dated:  _________________, 2004

                                               Signature:  _____________________
                                               Name:  __________________________


I will [_] will not [_] attend the Meeting.

                    NOTE:Please  sign  exactly  as your name or names  appear on
                         this Proxy.  When shares are held jointly,  each holder
                         should    sign.    When   signing   as   an   executor,
                         administrator,  attorney,  trustee or guardian,  please
                         give  full   title  as  such.   If  the   signer  is  a
                         corporation,  please sign full  corporate  name by duly
                         authorized  officer,  giving  full  title as  such.  If
                         signer is a  partnership,  please  sign in  partnership
                         name by authorized  person.  Please date, sign and mail
                         your Proxy  Card in the  envelope  provided  as soon as
                         possible.








                                   APPENDIX A

                      ACCESS INTEGRATED TECHNOLOGIES, INC.

                             AUDIT COMMITTEE CHARTER


STATEMENT OF POLICY

The Audit Committee ("Audit Committee") of Access Integrated Technologies,  Inc.
(the  "Company")  shall provide  assistance to the Company's  Board of Directors
(the "Board") in fulfilling its  responsibility  to the Company's  stockholders,
potential  stockholders  and investment  community  relating to the integrity of
corporate  accounting  and  reporting  practices,  the quality and  integrity of
financial reports of the Company and the process for monitoring  compliance with
laws  and  regulations  and  its  code  of  ethics.  In  so  doing,  it  is  the
responsibility  of the Audit  Committee to maintain free and open  communication
between the Board,  the  registered  public  accounting  firm and the  financial
management of the Company.



ORGANIZATION

     1.   The Audit Committee members shall be appointed by the Board.

     2.   The  Audit  Committee  shall  consist  of  at  least  two  independent
          directors.  Independence  shall  be  defined  in  accordance  with the
          Securities and Exchange Commission ("SEC") guidelines and the American
          Stock Exchange ("AMEX") listing standards.

     3.   At least  one  member  of the Audit  Committee  shall be a  "financial
          expert" as defined by the SEC and AMEX.

     4.   At least  one  member  of the Audit  Committee  shall be  "financially
          sophisticated" as defined by AMEX.

     5.   Audit Committee  members must be "financially  literate" as defined by
          AMEX.

     6.   The Board,  in its  discretion,  shall make the  determination  of the
          independence  and  qualifications  to serve as a member  of the  Audit
          Committee.


AUTHORITY

     1.   The  Audit  Committee  has the  sole  authority  for the  appointment,
          compensation  and  oversight  of the  work  of any  registered  public
          accounting  firm  employed by the  Company  (including  resolution  of
          disagreements  between management and the auditor regarding  financial
          reporting)  for the purpose of preparing or issuing an audit report or
          related work, and each such  registered  public  accounting firm shall
          report directly to the Audit Committee.

                                       A-1


     2.   The Audit  Committee has the sole authority to investigate  any matter
          brought  to its  attention  within the scope of its  duties,  with the
          authority to engage and determine funding for independent  counsel and
          other advisers, as it determines necessary to carry out its duties.


RESPONSIBILITIES

In carrying out its responsibilities,  the Audit Committee believes its policies
and  procedures  should  remain  flexible  in order to  react  best to  changing
conditions  and to ensure to the Board and the Company's  stockholders  that the
corporate  accounting  and reporting  practices of the Company are in accordance
with all requirements  and are appropriate.  It should be noted that fundamental
responsibility  for  construction  and  disclosure  of the  Company's  financial
statements rests with management.



OVERSIGHT

     1.   Review   and   reassess   the  Audit   Committee's   responsibilities,
          independence, functions and the Company's Audit Committee Charter (the
          "Audit  Committee   Charter");   evaluate  its  performance  and  make
          appropriate  changes  to keep  pace  with  the  Company  and  business
          developments  and to ensure  compliance  with SEC regulations and AMEX
          listing  standards.

     2.   Approve Audit  Committee  Reports and the Audit  Committee  Charter as
          required by the SEC for inclusion in the proxy statement.

     3.   Review the  qualifications  of, and  appoint,  the  registered  public
          accounting  firm to be selected to audit the  financial  statements of
          the Company.  Pre-approve fees for annual audit and non-audit fees, as
          applicable.

     4.   Review  related party  transactions  and other  potential  conflict of
          interest situations, as appropriate.

     5.   Establish,  review  and  revise,  as  necessary,  procedures  for  the
          receipt,  retention and treatment of complaints received by the issuer
          regarding accounting,  internal accounting controls, auditing or other
          matters;  and ensure the  confidential,  anonymous  treatment  of such
          complaints.   Engage  independent  counsel  and  other  advisers,   as
          determined necessary to carry out the Audit Committee's duties.

     6.   Provide  sufficient  opportunity for the registered  public accounting
          firm to meet with the members of the Audit  Committee  without members
          of management present.

     7.   Review and approve minutes of all Audit Committee  meetings and submit
          Audit Committee minutes to the Board.



AUDIT AND FINANCIAL REPORTING

     1.   Review and provide feedback on the registered public accounting firm's
          plan and scope for the current year audit.

                                       A-2


     2.   Review results of the annual audit with  management and the registered
          public accounting firm.

     3.   Review  the  financial  statements  and  management's  discussion  and
          analysis contained in the annual report to the Company's  stockholders
          with management and the registered  public accounting firm. Report the
          results of the annual audit to the Board and recommend  whether or not
          the audited  financial  statements should be included in the Company's
          Annual Report on Form 10-KSB.

     4.   Review with financial  management and the registered public accounting
          firm  the  significant   financial  reporting  issues  and  practices,
          including  changes in, or  adoptions  of,  accounting  principles  and
          disclosure practices and any off-balance sheet structures.

     5.   Review with financial  management and the registered public accounting
          firm all alternative treatments of financial information within United
          States  generally  accepted  accounting   principles  that  have  been
          discussed with management  officials of the Company, the ramifications
          of using such alternative disclosures and treatments and the treatment
          preferred by the registered public accounting firm.  Determine whether
          the registered public accounting firm is satisfied with the disclosure
          and  content  of  the  financial  statements  to be  presented  to the
          Company's stockholders.

     6.   Review other written communications  provided by the registered public
          accounting  firm to  management,  including a schedule  of  unadjusted
          audit differences.

     7.   As a whole,  or through  the Audit  Committee  chair,  review with the
          registered  public  accounting  firm the Company's  interim  financial
          results to be included in the Company's  quarterly reports to be filed
          with the SEC. This review will occur prior to the Company's filing for
          the Form 10-QSB.

     8.   Obtain from the registered  public  accounting firm a statement of all
          required   communications   under  United  States  Generally  Accepted
          Auditing  Standards,  including  matters required by SAS No. 61 and by
          Independence Standards Board Standard No. 1, "Independence Discussions
          with Audit  Committees."  Confirm  the  registered  public  accounting
          firm's  independence  with respect to the Company by actively engaging
          in  dialogue   with  the  auditor  with   respect  to  any   disclosed
          relationships  or services that may have an impact on the  objectivity
          and independence of the registered public accounting firm.



COMPLIANCE AND INTERNAL CONTROL

1.   Inquire of management and the registered  public  accounting firm about any
     significant risks or exposures and assess the steps management has taken to
     minimize such risks or exposures to the Company.

2.   Discuss with  management  and the  registered  public  accounting  firm the
     adequacy and effectiveness of the accounting and financial  controls of the
     Company.   Obtain  a  copy  of  the  registered  public  accounting  firm's
     management letter.

3.   Review,  approve and monitor  the  Company's  code of ethics for its senior
     officers,  including  disclosure to the Board of any exceptions to the code
     of ethics.

                                      A-3


4.   Review adherence to the Company's code of conduct and policy  statements to
     determine  compliance  with the Foreign  Corrupt  Practices Act of 1977 and
     other applicable laws and regulations.

5.   Review  reports  received from  regulators  and other legal and  regulatory
     matters  that may have a material  effect on the  financial  statements  or
     related Company compliance policies.

6.   Review  the  senior  officers'  quarterly  attestation  on  financial  full
     disclosure,  internal  controls  and fraud  pursuant  to Section 302 of the
     Sarbanes-Oxley  Act of 2002 and discuss with management the basis for their
     conclusions.

7.   Review  the  registered  public   accounting  firms'   attestation  on  the
     effectiveness  of  the  internal  control   structure  and  procedures  for
     financial  reporting  pursuant to Section 404 of the  Sarbanes-Oxley Act of
     2002 and discuss with the registered  public  accounting firm the basis for
     its conclusions.



                                       A-4






                         AUDIT COMMITTEE MEETING AGENDA

The table below is  intended  to serve as a  guideline  to ensure that the Audit
Committee  adequately fulfills all of its obligations.  This document will serve
as a supplement  to the Audit  Committee  Charter,  organizing  Audit  Committee
activities  by topic and  meeting  dates.  The  authority  and  responsibilities
enumerated  here are  consistent  with  those  outlined  in the Audit  Committee
Charter.




                                                                          Q1     Q2     Q3      Q4     10KSB
                                                                         Aug     Nov    Feb    June     June
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
OVERSIGHT

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

1.   Review and reassess the Audit Committee's                             X
     responsibilities, independence, functions and Audit
     Committee  Charter;  evaluate its performance and make
     appropriate changes to keep pace with the Company and
     business developments and to ensure compliance with
     SEC regulations and AMEX listing standards.
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
2.   Approve  Audit  Committee  Reports  and the Audit                                                     X
     Committee Charter as required by the SEC for inclusion
     in the proxy statement.
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
3.   Review qualifications of and appoint the registered  public                                           X
     accounting firm to be  selected  to audit the  financial
     statements of the Company. Pre-approve fees for annual
     audit and non-audit fees as required.
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
4.   Review  related  party  transactions  and other  potential                           X
     conflict  of interest situations, as appropriate.
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
5.   Establish, review and revise, as necessary, procedures for                   X
     the receipt, retention and treatment of complaints received by
     the issuer regarding accounting, internal accounting controls,
     auditing or other matters; and ensure the confidential anonymous
     treatment of such complaints.  Engage independent counsel and
     other advisers, as determined necessary to carry out the Audit
     Committee's duties.
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
6.   Provide sufficient opportunity for the registered public              X      X      X       X
     accounting firm to meet with the  members of the Audit
     Committee  without  members of management present.
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
7.   Review and approve minutes of all meetings and submit
     minutes to the Board.
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------


                                       A-5






                                                                          Q1     Q2     Q3      Q4     10KSB
                                                                         Aug     Nov    Feb    June     June
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------

AUDIT AND FINANCIAL REPORTING

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

8.   Review and provide  feedback on the registered  public                               X
     accounting  firms' plan and scope for the current year
     audit.
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
9.   Review  results of the annual audit with  management                  X
     and the registered public accounting firm.
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
10.  Review the financial statements and management's discussion                                           X
     and analysis contained in the annual report to the Company's
     stockholders with management and the registered public
     accounting firm.  Report the results of the annual audit to the
     Board and recommend whether or not the audited financial
     statements should be included in the Company's Annual Report on
     Form 10-KSB.
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
11.  Review with financial management and the registered                    X      X      X      X
     public accounting firm the significant financial reporting
     issues and practices, including changes in, or adoptions of,
     accounting principles and disclosure practices and any
     off-balance sheet structures.
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
12.  Review with financial management and the registered public             X      X      X      X
     accounting  firm  alternative  treatments of financial
     information  within generally  accepted  accounting  principles
     that have been  discussed with management officials  of the
     Company,  ramifications  of the  use of such alternative
     disclosures and treatments and the treatment  preferred by the
     registered public accounting firm.  Determine whether the
     registered public accounting  firm is  satisfied  with  the
     disclosure  and  content  of the financial statements to be
     presented to the Company's stockholders.
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
13.  Review  other  written  communications  provided by the                X      X      X      X
     registered public accounting firm to management,  including
     a schedule of unadjusted audit differences.
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
14.  As a whole, or through the Audit Committee chair, review                      X      X      X
     with the registered public accounting firm the Company's interim
     financial results to be included in the Company's quarterly
     reports to be filed with the SEC.  This review will occur prior
     to the Company's filing of the Form 10-QSB.
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------



                                       A-6





                                                                          Q1     Q2     Q3      Q4     10KSB
                                                                         Aug     Nov    Feb    June     June
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------

                                                                                          
15.  Obtain from the registered public accounting firm a                           X
     statement of all required communications under United States
     Generally Accepted Auditing Standards, including matters
     required by SAS No. 61 and by Independence Standards Board
     Standard No. 1, "Independence Discussions with Audit
     Committees."  Confirm the registered public accounting firm's
     independence with respect to the Company by actively engaging in
     dialogue with the auditor with respect to any disclosed
     relationships or services that may have an impact on the
     objectivity and independence of the registered public accounting
     firm.
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
COMPLIANCE AND INTERNAL CONTROL

----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
16.  Inquire of management and the registered public accounting             X
     firm about any significant risks or exposures and assess the
     steps management has taken to minimize such risks or exposures
     to the Company.
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
17.  Discuss with management and the registered  public  accounting         X      X      X      X
     firm the adequacy and effectiveness of the accounting and
     financial  controls of the  Company. Obtain a copy of the
     registered  public  accounting  firm's  management letter.
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
18.  Review,  approve and monitor the Company's  code of ethics for                              X
     its senior officers, including disclosure to the Board of any
     exceptions to the code of ethics.
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
19.  Review  adherence to the Company's  code of conduct and policy                              X
     statements to determine  compliance with the Foreign Corrupt
     Practices Act of 1977 and other applicable laws and regulations.
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
20.  Review reports received from  regulators and other legal and                         X
     regulatory matters  that may have a material  effect on the
     financial statements or related Company compliance policies.
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
21.  Review the senior officers' quarterly attestation on                          X      X      X        X
     financial full disclosure, internal controls and fraud pursuant
     to Section 302 of the Sarbanes-Oxley Act of 2002 and discuss
     with management the basis for their conclusions.
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
----------------------------------------------------------------------- ------- ------ ------ ------- ---------
22.  Review  the  registered  public  accounting  firms'  attestation                                      X
     on  the  effectiveness  of  the  internal  control   structure
     and  procedures  for financial  reporting  pursuant to Section 404
     of the  Sarbanes-Oxley Act of  2002 and discuss with the registered
     public  accounting firm the basis for its conclusions.
----------------------------------------------------------------------- ------- ------ ------ ------- ---------


                                       A-7




                                   APPENDIX B

                      ACCESS INTEGRATED TECHNOLOGIES, INC.

          CHARTER OF THE NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS

PURPOSE

Acting pursuant to Section 141(c)(2) of the Delaware General Corporation Law and
Section  2.7 of  the  By-laws  of  Access  Integrated  Technologies,  Inc.  (the
"Company"),  the Board of Directors of the Company (the "Board") has established
a  Nominating   Committee  (the  "Committee")  for  the  purpose  of  selecting,
evaluating and  recommending to the Board  qualified  candidates for election or
appointment to the Board.

MEMBERSHIP

The  Committee  will  consist  of a  minimum  of two  members  of the  Board  of
Directors,  all of whom shall be "independent directors" under the standards set
forth in the rules and regulations of the American Stock Exchange (or such other
securities  exchange or market  where the  Company's  securities  are  primarily
listed), as well as under any additional or supplemental  independence standards
applicable to nominating  committees  established under any applicable law, rule
or  regulation.  The members of the Committee  will be appointed by and serve at
the  discretion  of the Board.  Unless a Chairman of the Committee is elected by
the Board, the members of the Committee may designate a Chairman.

RESPONSIBILITIES

The  following  shall be the  principal  recurring  duties of the  Committee  in
carrying  out its  responsibilities.  These duties are set forth as a guide with
the understanding  that the Committee may supplement them as appropriate and may
establish  policies and procedures  from time to time that it deems necessary or
advisable in fulfilling its  responsibilities  under this Charter, the Company's
By-laws and governing law. The  responsibilities  of the Committee shall include
(1)  annually  presenting  to the Board a list of  individuals  recommended  for
nomination for election to the Board at the annual meeting of  stockholders  and
(2) assisting the Board in identifying,  interviewing and recruiting  candidates
for the Board.

The Committee may establish (i) a policy for the  consideration  of any director
candidates recommended by stockholders, including a statement that the Committee
will consider director nominations recommended by stockholders,  (ii) procedures
to be  followed by  stockholders  in  submitting  recommendations  for  director
nominees and (iii) a process for identifying and evaluating nominees.

In carrying out such  responsibilities,  the Committee  shall have the power and
authority to retain such consultants,  outside counsel and other advisors as the
Committee may deem  appropriate and shall have the sole authority to approve the
fees and other terms of such engagements.

                                       B-1


DIRECTOR QUALIFICATION GUIDELINES

The  Committee  believes  that it is in the best interest of the Company and its
stockholders  to identify  and select  highly-qualified  candidates  to serve as
directors.  The Committee will seek  candidates for election and appointment who
possess  the  skills  and  characteristics  listed on ANNEX A hereto and who are
committed to staunchly  representing  the  interests  of the  stockholders.  The
Committee  also  believes  that the  Board  should  be  comprised  of a group of
individuals who have been associated with institutions  noted for excellence and
who have broad experience and the ability to exercise sound business judgment.

MEETINGS AND REPORTS

The Committee  will hold a regular  meeting at least once each year generally in
conjunction  with regularly  scheduled  meetings of the Board,  and such special
meetings  as the  Chairman  of the  Committee  or the  Chairman of the Board may
direct.  The Committee  will  maintain  written  minutes of its meetings,  which
minutes  will be filed  with the  minutes  of the  meetings  of the  Board.  The
Committee will make regular reports to the Board.


                                       B-2




                     ANNEX A TO NOMINATING COMMITTEE CHARTER

                    SKILLS AND CHARACTERISTICS FOR DIRECTORS


BOARD COMPOSITION

    The Board as a whole should possess the following core competencies:

1.   Accounting,   Finance  and  Disclosure:   ability  to  protect  and  inform
     stockholders  and  debtholders   through  liquidity  and  capital  resource
     management and internal financial and disclosure controls;

2.   Business  Judgment:   ability  to  assess  business  risk  and  stockholder
     valuation creation strategies;

3.   Management:  ability  to  apply  general  management  best  practices  in a
     complex, rapidly evolving business environment;

4.   Crisis  Response:  ability  and  time to  perform  during  periods  of both
     short-term and prolonged crisis;

5.   Industry Knowledge:  ability to assess  opportunities and threats unique to
     the Company's industry;

6.   Leadership:  ability to attract,  motivate and energize a  high-performance
     leadership team; and

7.   Strategy/Vision:  ability to provide  strategic  insight and  direction  by
     encouraging  innovation,  conceptualizing key trends,  evaluating strategic
     decisions and continuously challenging the Company to sharpen its vision.

SPECIFIC QUALIFICATIONS

     Directors should have the following skills and characteristics:

1.   Have high personal standards of:

        a.   Integrity;

        b.   Honesty; and

        c.   Desire to make  full  disclosure  of all  present  and  future
             conflicts of interest.

2.   Have the ability to make informed business judgments;

3.   Have literacy in financial and business matters;

4.   Have the ability to be an effective team member;

5.   Have a commitment to active  involvement and an ability to give priority to
     the Company;

6.   Have no material affiliations with direct competitors;

                                       B-3


7.   Have achieved high levels of accountability and success in his or her given
     fields;

8.   Have no geographic travel restrictions;

9.   Have an ability and willingness to learn the Company's business;

10.  Preferably  have  experience in the Company's  business or in  professional
     fields (i.e. finance, accounting, law or banking) or in other industries or
     as a manager of international businesses so as to have the ability to bring
     new insight, experience or contacts and resources to the Company;

11.  Preferably have no direct affiliations with major suppliers or vendors; and

12.  Preferably have previous public company board experience together with good
     references.

                                       B-4


                                   APPENDIX C

                                 AMENDMENT NO. 2
                                       TO
                           FIRST AMENDED AND RESTATED
           ACCESS INTEGRATED TECHNOLOGIES, INC. 2000 STOCK OPTION PLAN

     AMENDMENT NO. 2, dated as of October ___, 2004 (this  "Amendment"),  to the
First  Amended and Restated  2000 Stock Option Plan (as amended,  the "Plan") of
Access   Integrated   Technologies,    Inc.,   a   Delaware   corporation   (the
"Corporation").

     WHEREAS, the Corporation  maintains the Plan, effective as of June 1, 2000;
and

     WHEREAS,  in order to provide the  Corporation  with the  flexibility to be
able to grant additional stock options to its employees,  the Board of Directors
of the  Corporation  deems it to be in the best interest of the  Corporation and
its  stockholders  to amend the Plan in order to increase the maximum  number of
shares of the  Corporation's  Class A Common  Stock,  par value $.001 per share,
which may be issued  and sold  under the Plan  from  600,000  shares to  850,000
shares.

     NOW, THEREFORE, BE IT RESOLVED the Plan is hereby amended as follows:

     1. The first and  second  sentences  of Section  4.01 shall be revised  and
amended to read as follows:

     "The maximum  number of shares  authorized  to be issued under the Plan and
available  for issuance as Options shall be 850,000  shares of Common Stock.  No
more than 100,000 shares shall be granted as an Option to any Participant in any
single calendar year."

     2. This Amendment  shall be effective as of the date first set forth above,
which  is the date  that  this  Amendment  was  approved  by a  majority  of the
outstanding  votes cast at the October  14,  2004  meeting of the holders of the
Corporation's Class A Common Stock and Class B Common Stock.

     3. In all respects not amended,  the Plan is hereby  ratified and confirmed
and remains in full force and effect.

                                      ACCESS INTEGRATED TECHNOLOGIES, INC.


                                   By:
                                      -----------------------------------------
                                       A. Dale Mayo,
                                       President, Chief Executive Officer and
                                          Chairman of the Board of Directors


                                       C-1