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 Proxy 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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                      ACCESS INTEGRATED TECHNOLOGIES, INC.

                    NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
                        TO BE HELD ON SEPTEMBER 15, 2005

Dear Fellow Stockholders:

                  We  invite   you  to  attend  the  2005   Annual   Meeting  of
Stockholders of Access  Integrated  Technologies,  Inc., a Delaware  corporation
(the "Company"), which will be held on September 15, 2005, 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 2006 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  850,000  to  1,100,000
                  shares.

         3.       Proposal  Three - To approve the issuance of 453,175 shares of
                  the  Company's  Class A Common  Stock in  connection  with the
                  private placement of Convertible  Debentures  convertible into
                  such Common Stock.

         4.       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 July
28,  2005 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


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

Morristown, New Jersey
Date:  July 29, 2005



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

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

                       2005 ANNUAL MEETING OF STOCKHOLDERS
                               SEPTEMBER 15, 2005

              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,  September 15, 2005, 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 850,000 shares to
          1,100,000 shares (Proposal No. 2), unless you designate otherwise.

     o    FOR approving the issuance of 453,175 shares of the Company's  Class A
          Common Stock in connection  with the private  placement of Convertible
          Debentures convertible into such Common Stock (Proposal No. 3), 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 July 29, 2005.



RECORD DATE AND VOTING SECURITIES

Stockholders  of record at the close of business  on July 28, 2005 (the  "Record
Date") are  entitled to notice of and to vote at the Annual  Meeting.  As of the
Record Date, (a) 11,465,066 shares of the Company's Class A Common Stock,  $.001
par value ("Class A Common Stock"),  were issued and outstanding and (b) 925,811
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.

Some  banks,  brokers  and other  record  holders  have  begun the  practice  of
"householding"  proxy statements and annual reports.  "Householding" is the term
used to describe the practice of delivering a single set of proxy statements and
annual  reports to any household at which two or more  stockholders  reside if a
company  reasonably  believes the  stockholders  are members of the same family.
This  procedure  would reduce the volume of duplicate  information  stockholders
receive and would also  reduce a  company's  printing  and  mailing  costs.  The
Company  will  promptly  deliver an  additional  copy of either  document to any
stockholder  who writes or calls the Company at the  following  address or phone
number:  Investor Relations,  Access Integrated  Technologies,  Inc., 55 Madison
Avenue, Suite 300, Morristown, New Jersey, 07960, (973) 290-0080.

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.

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 2006 ANNUAL
MEETING

The Company currently intends to hold its 2006 Annual Meeting of Stockholders on
or about  September 14, 2006. 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 1, 2006. 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 March
1,  2006.  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 ONE)

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 July 15, 2005.

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.  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.

KEVIN J. FARRELL (AGE 44): 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 43): 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 78): 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 40): 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.

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 been  reappointed to serve on the  Compensation  Committee in
June 2005. Mr. Clevenger also has served on the Company's  Nominating  Committee
since June 2005 and 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 53): DIRECTOR SINCE AUGUST 2002

Mr. Crotty has been a director of the Company  since August 2002,  has 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, 2005 (the "Last Fiscal Year"),  the Board
held four meetings and the Board  members  acted six times by unanimous  written
consent in lieu of holding a meeting.  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.

No director  has resigned or declined to stand for  reelection  to the Board for
any reason since March 31, 2004. 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
attended the 2004 Annual Meeting of Stockholders and 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 five
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 was attached as
APPENDIX A to the  Company's  proxy  statement  for the 2004  Annual  Meeting of
Stockholders.  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.  Davidoff,  Clevenger 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,
based on recommendation by the Company's Chief Executive  Officer,  approves the
compensation  package of the Company's Chief Executive Officer and 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,  Clevenger and Crotty are considered  "independent" under the
rules of the AMEX.  For the fiscal year ended March 31, 2005,  the Company was a
controlled  company (as defined by the AMEX to be a company in which over 50% of
the voting  power is held by an  individual,  a group or another  company).  For
fiscal  years  beginning  with March 31,  2006,  the Company will no longer be a
controlled company.

NOMINATING COMMITTEE

The  Nominating  Committee  consists  of Messrs.  Clevenger  and  Davidoff.  Mr.
Clevenger is the Chairman of the Nominating Committee.  The Nominating Committee
held one meeting during the Last Fiscal Year. The Nominating Committee evaluates
and approves  nominations  for annual election to, and to fill any vacancies in,
the Board. Messrs. Clevenger and Davidoff are considered "independent" under the
rules of the AMEX.

The Nominating  Committee adopted a formal written charter which was attached as
APPENDIX B to the  Company's  proxy  statement  for the 2004  Annual  Meeting of
Stockholders.  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 charter is not currently  available on the Company's
website.

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  Nominating  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 2006 Annual Meeting
of Stockholders to Secretary,  Access Integrated Technologies,  Inc., 55 Madison
Avenue, Suite 300, Morristown, New Jersey 07960 by March 31, 2006.

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  of  stockholders  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 Company's  executive officers are A. Dale Mayo, Chairman of the Board, Chief
Executive Officer and President,  Jeff Butkovsky,  Senior Vice President - Chief
Technology  Officer,  Kevin J.  Farrell,  Senior  Vice  President  - Data Center
Operations and a member of the Board, Gary S. Loffredo,  Senior Vice President -
Business Affairs, General Counsel, Secretary and a member of the Board, Brett E.
Marks,  Senior Vice President - Business  Development and a member of the Board,
Brian D. Pflug,  Senior Vice President - Accounting and Finance and David Gajda,
Senior Vice  President -  International.  Biographical  information  for Messrs.
Mayo, Farrell, Loffredo and Marks is included above.

JEFF  BUTKOVSKY,  age 45, has been the Company's  Senior Vice  President - Chief
Technology Officer since May 2004 and was the Company's Senior Vice President --
Managed  Services from October 2000 to May 2004.  Previously,  Mr. Butkovsky had
served as Eastern  Regional  Director for  LogicStream,  Inc., a managed service
provider and colocation  company from March 2000 to October 2000. He served as a
sales executive with Auspex Systems,  Inc., a network  attached storage company,
from June 1999 to March 2000. Mr.  Butkovsky was employed by Micron  Electronics
Incorporated  from May 1996 to June 1999,  where he was the  Northeast  Regional
Director.

BRIAN D.  PFLUG,  age 38,  has been  the  Company's  Senior  Vice  President  --
Accounting and Finance since January 2003. From September 2000 to December 2002,
he had been the  Company's  Vice  President  --  Controller.  From  July 1998 to
September  2000, Mr. Pflug was the Controller of Cablevision  Cinemas,  where he
was responsible for all accounting  functions,  including  financial  reporting,
payroll and  accounts  payable.  Prior to that,  Mr. Pflug was employed for four
years at GPU, Inc. (which later merged with  FirstEnergy  Corp.), a large energy
provider, in the areas of SEC reporting and accounting research. Mr. Pflug began
his  career  as an  auditor  at  Coopers  & Lybrand  and is a  Certified  Public
Accountant.

DAVID GAJDA,  age 49, is a co-founder of Hollywood SW (as defined below) and had
been its Chief  Executive  Officer  since its  inception in 1997.  Following the
completion of the Company's  acquisition  of Hollywood SW, Mr. Gajda resigned as
its Chief Executive Officer and became the President and Chief Operating Officer
of Hollywood SW. In April 2005,  Mr. Gajda was promoted to Senior Vice President
of International  Marketing of the Company.  Prior to co-founding  Hollywood SW,
Mr. Gajda owned and managed a strategic  consulting  company,  DWG, from 1990 to
1997.  At DWG, he helped many  entertainment  companies  develop their three- to
five-year strategic systems plans.

The  following  table sets forth  certain  information  concerning  compensation
received by the Company's  Chief  Executive  Officer at March 31, 2005,  and its



five other most highly  compensated  executive  officers at March 31, 2005,  for
services  rendered  in all  capacities  during the Last  Fiscal Year (the "Named
Executives").



                                                        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                   2005       $250,000         $363,000        $14,400           --                 --       $31,168(5)
Chief Executive                2004       $250,000         $252,035        $14,400           --                 --       $27,428(5)
Officer and President          2003       $250,000         $147,973        $14,400           --                 --       $16,453(5)

Gary S. Loffredo               2005       $173,083          $22,500        $10,000           --             40,000        $6,465
Senior Vice President -        2004       $155,000          $35,000        $10,000           --             50,000        $8,146
Business Affairs; General      2003       $150,000           $7,500        $10,000           --             20,000       $22,065(6)
Counsel; and Secretary

Jeff Butkovsky                 2005       $152,500          $20,000         $7,200           --             45,000        $4,839
Senior Vice President -        2004       $130,000          $15,000         $7,200           --             30,000        $3,744
Chief Technology Officer       2003       $125,000          $10,000         $5,400           --             20,000       $15,673(7)

Brian Pflug                    2005       $123,708          $20,000         $7,200           --             40,000        $6,510
Senior Vice President -        2004       $105,000          $35,000         $7,200           --             50,000        $6,573
Accounting and Finance         2003       $100,000           $7,500      $      --           --             10,000       $21,502(6)

Kevin J. Farrell               2005       $113,437          $12,000         $7,200           --                 --        $5,424
Senior Vice President -        2004       $103,125          $15,000         $7,200           --                 --        $5,696
Data Center Operations         2003       $100,000          $10,000         $7,200           --                 --        $5,502

David Gajda                    2005       $175,000          $15,000      $      --           --                 --        $1,094
Senior Vice President          2004        $72,917      $        --      $      --           --                 --     $      --
International(8)               2003      $      --      $        --      $      --           --                 --     $      --



     (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. In addition  Messrs.  Mayo,  Loffredo,  Butkovsky and Pflug each
         hold 200,000 AccessDM stock options under AccessDM's stock option plan.
     (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 6% 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.


     (8) Mr. Gajda was promoted to Senior Vice President- International on April
         1, 2005. Mr. Gajda was formerly  President and Chief Operating  Officer
         for Hollywood  Software,  Inc. from the acquisition date of November 4,
         2003 through March 31, 2005.

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 Common    % of Total Options   Granted to
                               Stock Underlying Options      Employees in        Exercise         Expiration
NAME                                  GRANTED(#)              FISCAL YEAR         PRICE($)           DATE
----                           -------------------------- -------------------- -------------- ----------------
A. Dale Mayo                               --                      --                 --             --
Gary S. Loffredo                        40,000                   17%                $3.60        1/13/2015
Jeff Butkovsky                          45,000                   19%                $3.60        1/13/2015
Brian Pflug                             40,000                   17%                $3.60        1/13/2015
Kevin J. Farrell                           --                      --                --             --
David Gajda                                --                      --                --             --



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, 2005, 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 ON           Value 
           NAME                  EXERCISE(#)       REALIZED($)     EXERCISABLE     UNEXERCISABLE      EXERCISABLE     UNEXERCISABLE
           ----                  -----------       -----------     -----------     -------------      -----------     -------------
A. Dale Mayo(2)                      --                   --              --             --                  --              --
Gary S. Loffredo (2)                 --                   --         120,000         80,000            $115,333        $203,867
Jeff Butkovsky (2)                   --                   --          58,333         71,667             $60,400        $183,400
Brian Pflug (2)                      --                   --          68,519         76,667             $71,333        $190,067
Kevin J. Farrell                     --                   --              --             --                  --              --
David Gajda                          --                   --              --             --                  --              --



(1) Based on the trading price of shares of the  Company's  Class A Common Stock
on March 31,  2005.
(2) In addition to the above, Messrs.  Mayo, Loffredo,  Butkovsky and Pflug each
hold 200,000  AccessDM stock options under the AccessDM stock option plan. There
is no public market for AccessDM's common stock.

EMPLOYEE BENEFIT PLANS

Since  2002,  the  Company  belonged  to a  Professional  Employer  Organization
("PEO").  Through the PEO, the Company purchased 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 were  considered to be employees of the
PEO. However,  Hollywood Software,  Inc.  ("Hollywood SW"), one of the Company's
subsidiaries, was not a member of the PEO, and purchased its benefits from other
providers.

Through the PEO, the Company had a 401(k) plan that permitted eligible employees
to contribute up to 15% of their compensation, not to exceed the statutory



limit.  The  Company   automatically  matched  50%  of  all  of  its  employees'
contributions.  Employee  contributions,  employer  matching  contributions  and
related earnings vest immediately.

Hollywood  SW's  employees  were 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 fiscal 2004
or 2005.

Effective  January 1, 2005, the Company  terminated its PEO  arrangement  and is
currently  purchasing employee benefits from other providers.  Effective January
1, 2005,  Hollywood SW also terminated the Hollywood SW profit sharing plan. The
Company also  established  a new 401(k) plan with a company  match of 50% of the
first 6% of employee contributions.  Employer matching contributions vest over a
5-year period. Total 401(k) plan expenses for the years ended March 31, 2004 and
2005 were $39,000 and $60,000, respectively.

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.

KEVIN  J.  FARRELL.  In April  2000,  the  Company  entered  into an  employment
agreement  with  Kevin  Farrell.  The  employment  agreement  provides  for  the
Company's  payment  of an annual  base  salary of  $100,000,  which  amount  was
increased  to  $112,500  on January 1, 2004.  A bonus may be granted in the sole
discretion of the Company's board of directors. The employment agreement expires
on December 31, 2005; however,  it will be automatically  renewed for successive
one-year  terms  unless  written  notice is given by either  the  Company or Mr.
Farrell at least 120 days  prior to the end of the term (as it may be  extended)
that such party desires to terminate the  agreement.  Mr.  Farrell's  employment
will  terminate on his death,  disability or  termination  for cause (as defined
therein).  In  addition,   Mr.  Farrell  has  entered  into  a  confidentiality,
non-solicitation  and  non-compete  agreement with the Company,  under which Mr.
Farrell has agreed to not disclose or use any  confidential  information  of the
Company, to assign all intellectual property made, developed or conceived by Mr.



Farrell in  connection  with his  employment  by the  Company and to not compete
with, or to solicit  employees  from, the company for a period of one year after
his employment agreement is terminated or expires.

DAVID GAJDA.  In April 2005,  Mr. Gajda was promoted to Senior Vice President of
International Marketing of AccessIT.  Although his employment agreement with the
Company has not yet been amended,  in connection  with such  promotion Mr. Gajda
will have an annual base salary of $200,000. Under his employment agreement with
Hollywood  SW, which is still in effect,  Mr. Gajda served as the  President and
Chief Operating Officer of Hollywood SW. The employment  agreement  provides for
the payment by Hollywood  SW of an annual base salary of $175,000  plus a bonus,
if and as determined in the sole discretion of Hollywood SW's board of directors
based  upon any  performance  targets  that may be adopted  by that  board.  The
employment   agreement  expires  on  October  31,  2005;  however,  it  will  be
automatically  renewed for  successive  one-year  terms unless written notice is
given by either  Hollywood  SW or Mr. Gajda at least 90 days prior to the end of
the term (as it may be  extended)  that such  party  desires  to  terminate  the
agreement.  Mr. Gajda's employment will terminate on his death,  disability,  by
Mr. Gajda for good reason (as defined  therein) or by Hollywood SW for cause (as
defined therein). If Mr. Gajda's employment is terminated by him for good reason
or by  Hollywood  SW without  cause,  Mr.  Gajda is entitled to receive his base
salary until the expiration of his employment  term. In addition,  Mr. Gajda has
entered into a confidentiality,  non-solicitation and non-compete agreement with
Hollywood  SW,  under  which Mr.  Gajda  has  agreed  to keep  secret  and treat
confidentially  all  confidential  information  of  Hollywood  SW,  to assign to
Hollywood SW all  intellectual  property made,  developed or conceived by him in
connection  with his  employment  by  Hollywood  SW and to not compete  with the
business of Hollywood SW or to solicit  employees  from our company or Hollywood
SW for any period during which he receives severance payments from Hollywood SW.

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 60,000 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.

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 and October 14, 2004,  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 850,000 shares of
the  Company's  Class A Common Stock for  issuance  upon the exercise of options
granted under the Plan.  As of July 15, 2005,  stock  options  covering  850,000
shares of the Company's Class A Common Stock had been granted under the Plan and
85,897 shares of the  Company's  Class A Common Stock had been granted under the
Plan,  subject to the  stockholders'  approval to this  proposal  two. The total
market  value of the Class A Common  Stock  underlying  these  options was $10.0
million as of July 15, 2005.  However,  stock options  covering 54,600 shares of
Class A Common Stock are currently out-of-the-money.

Pursuant to Amendment No. 3 to the Plan in the form attached  hereto as APPENDIX
A, 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
850,000 to  1,100,000.  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,  2005,
regarding  the  shares of the  Company's  Class A Common  Stock  authorized  for
issuance under the current Plan.




------------------------------------- ----------------------------- -------------------------- -----------------------
                                                                                       
                                      Number of Shares of Class A                               Number of Shares of
                                       Common Stock issuable upon      Weighted average of      Class A Common Stock
                                        exercise of outstanding       exercise price ($) of     remaining available
PLAN                                          OPTIONS (#)            outstanding OPTIONS ($)   for FUTURE ISSUANCE (#)  
------------------------------------- ----------------------------- -------------------------- -----------------------
AccessIT First Amended and Restated
2000 Stock Option Plan approved by
stockholders........................           762,897(1)                     $5.50                  87,103(1)
------------------------------------- ----------------------------- -------------------------- -----------------------
AccessIT compensation plans not
approved by stockholders............              N/A                          N/A                      N/A
------------------------------------- ----------------------------- -------------------------- -----------------------
AccessDM compensation plan approved
by stockholders.....................         1,005,000(2)                    $0.21                  995,000(2)
------------------------------------- ----------------------------- -------------------------- -----------------------
AccessDM compensation plans not
approved by stockholders............              N/A                          N/A                      N/A
------------------------------------- ----------------------------- -------------------------- -----------------------



(1) Shares of AccessIT Class A common stock
(2) Shares of AccessDM common stock

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.

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.

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.

APPROVAL OF ISSUANCE OF 453,175 SHARES OF THE COMPANY'S  CLASS A COMMON STOCK IN
CONNECTION WITH THE PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES CONVERTIBLE INTO
SUCH COMMON STOCK (PROPOSAL THREE)

On February  10,  2005,  the  Company  completed  a private  placement  offering
comprised  of  the  issuance  of 7%  convertible  debentures  (the  "Convertible
Debentures") and warrants (the "Convertible  Debentures Warrants") to a group of
institutional  investors for aggregate proceeds of $7.6 million. The Convertible
Debentures have a four year term,  with one third of the  unconverted  principal



balance repayable in 12 equal monthly  installments  beginning three years after
the  closing.  The  remaining  unconverted  principal  balance is  repayable  at
maturity.  The Company may pay the interest in cash or, at its option if certain
conditions are met, by issuing  shares of its Class A Shares.  If the Company is
eligible to issue Class A Common Stock to repay  interest,  the number of shares
issuable  is based on 93% of the  5-day  average  closing  price  preceding  the
interest due date. The  Convertible  Debentures are initially  convertible  into
1,867,322 shares of Class A Common Stock, based upon a conversion price of $4.07
per share subject to adjustments  from time to time.  Additionally,  the Company
issued to the  investors  Convertible  Debentures  Warrants  to  purchase  up to
560,197  shares of Class A Shares,  at an  initial  exercise  price of $4.44 per
share,  subject to  adjustments  from time to time. The  Convertible  Debentures
Warrants  are  exercisable   beginning  on  September  9,  2005  until  5  years
thereafter.  The Company used the  proceeds of the  offering,  in part,  for the
acquisition  of  substantially  all of the assets of the  Pavilion  Theater,  an
eight-screen movie theatre and cafe located in Brooklyn,  New York, which, while
continuing to operate as a fully  functional  multiplex,  has become a showplace
for the Company to demonstrate  its integrated  digital cinema  solutions to the
movie entertainment industry. The remainder of the proceeds of the offering were
for working capital and general corporate purposes.

The Company's  Class A Common Stock is listed for trading on the American  Stock
Exchange  (the  "AMEX")  and,  therefore,  is  subject to the rules of the AMEX.
Pursuant to the AMEX Listing  Standards,  Policies and  Requirements,  including
Section 713 thereof  ("AMEX Rule 713").  In  particular,  AMEX Rule 713 requires
listed  companies to obtain  shareholder  approval prior to issuing common stock
(or securities  convertible into common stock) in a private financing at a price
less than the market value of the common stock, where the amount of common stock
to be issued (or issuable upon conversion) is or will be greater than 20% of the
common  stock or voting power of the company  outstanding  prior to the issuance
(the  "20%  Rule").  This  proposal  requires  approval  by a  majority  of  the
outstanding votes cast at the Annual Meeting.

As of  February  9, 2005,  the date prior to the  closing of the  offering,  the
Company had  9,355,422  shares of Class A Common  Stock  outstanding  (excluding
shares held in treasury).  Accordingly,  1,871,084 shares constituted 20% of the
outstanding  shares of Class A Common  Stock.  Therefore,  the  issuance  of any
shares in excess of  1,871,083  would  trigger  the 20% Rule.  When  taking into
account the shares of Class A Common Stock that the Company may issue in payment
of interest in lieu of cash,  in  addition  to the  1,867,322  shares of Class A
Common  Stock  initially   issuable  upon  the  conversion  of  the  Convertible
Debentures  by the  Company,  the 20% Rule is  triggered  with  respect to up to
453,175  shares  of Class A Common  Stock.  Because  the  exercise  price of the
Convertible  Debentures  Warrants  was not less than the market  price when they
were issued, the shares underlying the Convertible  Debentures Warrants were not
included  in the  calculation  of 20% of  the  outstanding  shares.  Stockholder
approval is required regarding the potential issuance of 453,175 shares of Class
A Common Stock.  In the event that  stockholder  approval is not  obtained,  the
Company  will not elect to issue  shares of Class A Common  Stock in  payment of
interest in lieu of cash,  to the extent that shares in excess of the  1,871,083
shares described above would be required to be issued.

THE BOARD OF DIRECTORS  UNANIMOUSLY  RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE
ISSUANCE OF 453,175  SHARES OF THE COMPANY'S  CLASS A COMMON STOCK IN CONNECTION
WITH THE PRIVATE  PLACEMENT  OF  CONVERTIBLE  DEBENTURES  CONVERTIBLE  INTO SUCH
COMMON STOCK.



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 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,  except for the following:  Mr.
Mayo  failed to timely  file a Form 5  regarding  four  gifts made to his family
members on March 31,  2005;  Messrs.  Butkovsky,  Loffredo  and Pflug  failed to
timely file a Form 4 regarding  stock options granted to each of them on January
13, 2005;  Messrs.  Davidoff and Crotty failed to timely file a Form 4 regarding
stock  options  granted to each of them on March 17,  2004;  Messrs.  Finlay and
Clevenger  failed to timely file two Form 4s regarding  stock options granted to
each of them on March 17, 2004 and July 1, 2004; and Mr. Clevenger failed timely
file two Form 4s regarding  stock  options  granted to him on March 17, 2004 and
July 1, 2004.  All of the foregoing late filings were  inadvertent  and promptly
corrected after discovery of the reporting obligations.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In connection with the execution of one of the Company's long-term real property
leases,  A. Dale Mayo,  one of the Company's  co-founders  and the President and
Chief  Executive  Officer,  and Brett E. Marks,  a  co-founder  and an executive
officer and director of the Company,  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
(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  5,000 shares of the Company's  Class A Common Stock.  The Company paid
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, 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 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 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, 2004 and 2005, the principal due to these executive  officers included
in notes payable was $382,000.

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, 2004 and 2005,  the  principal  due to CMNY  Capital II, L.P. 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 has  performed  real estate  services for the Company.
Mr. 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 was President of Hollywood SW until March 2005 and was recently
promoted to Senior Vice President of International Marketing of AccessIT. 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.

In connection with Russell J. Wintner's  employment  arrangement  with AccessDM,
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.

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

On November 17, 2004, the Company, through its wholly-owned subsidiary, FiberSat
Global Services, Inc. ("FiberSat"), acquired substantially all of the assets and
certain specified  liabilities of FiberSat Global Services,  LLC ("Seller") from



the Seller's  members.  One of the members has continued as an executive officer
of  FiberSat  under  a  new  employment   agreement  and  has  received   35,000
unregistered shares of Class A common stock as consideration for the sale of his
shares of the  Seller's  capital  stock.  Also,  the Company  agreed to pay this
executive  an annual  base  salary of $175,000  which  shall be  increased  five
percent  annually,  plus a bonus, if and as determined in the sole discretion of
FiberSat's board of directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of July 12, 2005, the Company's  directors,  executive officers and principal
stockholders  beneficially  own,  directly  or  indirectly,  in  the  aggregate,
approximately  47.1% 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  owns 925,811
shares of Class B Common Stock and 55,411 shares of Class A Common Stock,  which
represent  approximately  49.4%  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
three  proposals  set forth in this  Proxy  Statement  as well as  approvals  of
mergers or other business combinations.



The following  table sets forth as of July 15, 2005,  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 (b)                                                    NUMBER       PERCENT
--------                                                    ------       -------
A. Dale Mayo.............................................   981,222 (c)     9.3%
Brett E. Marks............................................  556,134 (d)     5.8%
Kevin J. Farrell..........................................  305,000         3.2%
Gary S. Loffredo..........................................  139,998 (e)     1.4%
Jeff Butkovsky............................................   76,667 (f)        *
Brian Pflug...............................................   88,518 (g)        *
David Gajda...............................................  179,778         1.9%
Robert Davidoff, 40 Stoner Avenue, Great Neck, NY 11021...  394,522 (h)     4.0%
Gerald Crotty.............................................    3,000 (h)        *
James Weichert, 1625 State Route 10
Morris Plains, NJ 07950-2933..............................  531,588         5.6%
MidMark Equity Partners II, L.P., 177 Madison Avenue,
Morristown, NJ07960.......................................2,214,879 (i)    23.2%
Wayne L. Clevenger, c/o MidMark Equity Partners II, L.P.,
177 Madison Avenue, Morristown, NJ 07960..................2,218,212 (j)    23.2%
Matthew Finlay, c/o MidMark Equity Partners II, L.P., 177
Madison Avenue, Morristown, NJ 07960......................2,218,212 (k)    23.2%
All directors and executive officers as a group.......... 4,946,383        45.0%

--------------------
*    Less than 1%
(a)  Applicable  percentage of ownership is based on 9,556,857 shares of Class A
     common stock  outstanding  as of July 15, 2005 together with all applicable
     options, warrants and other securities convertible into shares of our 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  July  15,  2005  are  deemed  outstanding  for  computing  the
     percentage ownership of the person holding such options,  warrants or other
     convertible  securities,  but are not deemed  outstanding for computing the
     percentage  of any other  person.  Except  as  otherwise  noted,  the named
     beneficial  owner has the sole voting and investment  power with respect to
     the shares shown.

(b)  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  825,811  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.  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.  Including  the voting  rights of
     his shares of Class B common  stock,  Mr. Mayo may  exercise up to 49.4% of



     the total  voting power of our common  stock.  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.

(d)  Includes 35,906 shares of Class A common stock held by Mr. Marks' spouse.

(e)  Includes 119,998 shares of Class A common stock underlying options that may
     be acquired upon exercise of such options.

(f)  Includes 61,667 shares of Class A common stock underlying  options that may
     be acquired upon exercise of such options.

(g)  Includes 68,518 shares of Class A common stock underlying  options that may
     be acquired upon exercise of such options.

(h)  Represents 5,000 shares of Class A common stock underlying options that may
     be acquired  upon exercise of such  options;  157,927  shares owned by CMNY
     Capital II,  L.P.,  for which Mr.  Davidoff  serves as a  director;  51,025
     shares owned by Sterling  Equities/Carl Marks Capital,  Inc., for which Mr.
     Davidoff serves as a director; and 180,570 shares into which a subordinated
     promissory note held by CMNY Capital II, L.P., is convertible.  Other than
     the  5,000  shares  first  described,  Mr.  Davidoff  disclaims  beneficial
     ownership of such shares.

(i)  Includes  beneficial  ownership  by MidMark  Advisors  II, LLC, 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.  Represents 3,333 shares
     of Class A common  stock  underlying  options  that  may be  acquired  upon
     exercise of such  options;  and  2,214,879  shares owned by MidMark  Equity
     Partners  II,  L.P.  Other  than the  3,333  shares  first  described,  Mr.
     Clevenger disclaims beneficial ownership of such shares.

(k)  Mr.  Finlay is a director of MidMark  Equity  Partners II, L.P.  Represents
     3,333  shares  of  Class A  common  stock  underlying  options  that may be
     acquired  upon  exercise of such  options  and  2,214,879  shares  owned by
     MidMark  Equity  Partners  II,  L.P.  Other  than the  3,333  shares  first
     described, Mr. Finlay disclaims beneficial ownership of such shares.


                              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..........            925,811 (b)           100.0%
All directors and executive officers as a group (one person)........            925,811               100.0%


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

(a)  Applicable  percentage  of ownership is based on 925,811  shares of Class B
     Common Stock  outstanding  as of July 15, 2005 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 July 15, 2005 are deemed outstanding for computing the
     percentage ownership of the person holding such options,  warrants or other
     convertible  securities,  but are not deemed  outstanding for computing the
     percentage of any other person.

(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.



             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, as may be modified  or  supplemented,  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, as may be modified or supplemented,
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, 2005 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.



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.  Eisner LLP ("Eisner")  served
as the  independent  registered  public  accounting  firm to audit the Company's
financial  statements  for the  fiscal  year ended  March 31,  2005 and has been
appointed  to do so  again  for the  fiscal  year  ending  March  31,  2006.  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 non-audit  work performed by PwC, for fiscal year ended March
31, 2004, and by Eisner for the fiscal year ended March 31, 2005. In determining
whether to approve a particular audit or permitted non-audit service,  the Audit
Committee will consider,  among other things,  whether the service is consistent
with  maintaining  the  independence  of  the  independent   registered   public
accounting  firm. The Audit Committee will also consider whether the independent
registered  public  accounting  firm is best  positioned  to  provide  the  most
effective and efficient  service to our Company and whether the service might be
expected  to enhance  our  ability to manage or  control  risk or improve  audit
quality.  Specifically,  the Audit Committee has  pre-approved the use of Eisner



for detailed,  specific  types of services  within the  following  categories of
non-audit services:  acquisition due diligence and audit services; tax services;
and reviews and  procedures  that the Company  requests  Eisner to  undertake on
matters not required by laws or  regulations.  In each case, the Audit Committee
has required management to obtain specific pre-approval from the Audit Committee
for any engagements.

The aggregate  fees billed for  professional  services by PwC and Eisner for the
fiscal  years ended March 31, 2004 and March 31, 2005,  respectively,  for these
various services were:

Type of Fees                     2004                 2005
                                 ----                 ----

(1) Audit Fees               $190,380             $160,107
(2) Audit-Related Fees         26,308                8,500
(3) Tax Fees                   15,875               32,600
(4) ALL OTHER FEES              1,400                    0
    --------------              -----                -----

Total                        $233,963             $201,207
                             ========             ========

In the above table, in accordance with the Securities and Exchange  Commission's
definitions and rules, "audit fees" are fees the Company paid PwC and Eisner 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 for the fiscal years ended March 31, 2004 and
2005;  "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


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


July 29, 2005



                      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 September 15, 2005 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  850,000  to
         1,100,000.

          FOR                      AGAINST                   ABSTAIN
          [  ]                      [  ]                       [  ]

3.       Proposal to approve the issuance of 453,175 shares of the Company's
         Class A  Common  Stock in  connection  with the  private  placement  of
         Convertible Debentures convertible into such Common Stock.

          FOR                      AGAINST                   ABSTAIN
          [  ]                      [  ]                       [  ]




                    THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
                    Dated: _________________, 2005

                    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

                                 AMENDMENT NO. 3
                                       TO
                           FIRST AMENDED AND RESTATED
           ACCESS INTEGRATED TECHNOLOGIES, INC. 2000 STOCK OPTION PLAN

     AMENDMENT NO. 3, dated as of ____________,  2005 (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  850,000  shares to  1,100,000
shares.

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

     1. The first  sentence 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 1,100,000 shares of Common Stock."

     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  September  15  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