STOCK OPTION AGREEMENT

STOCK OPTION AGREEMENT

as of _____________

The parties to this Non-Statutory Stock Option Agreement (this “Agreement”) are Access Integrated Technologies, Inc. (the “Company”), a Delaware corporation, and ______________ the “Optionee”), an employee of the Company.

The Company desires to have the Optionee serve as an employee of the Company and to provide the Optionee with an incentive to put forth maximum effort for the success of the business.

The Company has adopted the Second Amended and Restated 2000 Stock Option Plan of Access Integrated Technologies, Inc. (the “Plan”), as amended, to attract and retain highly competent key employees, directors and consultants and to provide an incentive in motivating these individuals to achieve long-term corporate objectives. Capitalized terms used in this Agreement, unless otherwise defined herein, shall have the meanings given to such terms in the Plan.

This Agreement sets forth the terms and conditions applicable to options to purchase shares of the Class A Common Stock of the Company, par value $0.001 per share (the “Common Stock”), granted to the Optionee under the Plan as of the date first above written (the “Grant Date”).

Accordingly, intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

Grant of Options

1.1        Subject to the terms and conditions of this Agreement and the Plan, the Company hereby grants to the Optionee as of the Grant Date the right and option to purchase from the Company up to, but not exceeding in the aggregate, __________ shares of Common Stock, at an option price of $_____ per share (the “Options”), and for the period beginning on the Grant Date and ending on ____________ (the “Option Term”).

1.3       The Options shall be subject to the terms and conditions of the Plan as well as the provisions of this Agreement. The Plan, a copy of which has been provided to the Optionee, is incorporated by reference herein in its entirety. In the event of any conflict between the Plan and this Agreement, the provisions of the Plan shall govern.

ARTICLE II

Vesting, Exercise and Tax Withholding

2.1       Unless sooner vested or terminated pursuant to this Agreement, the Options granted to the Optionee hereunder shall vest in accordance with the terms of Exhibit A attached hereto. On and after the date Options have vested, they may be exercised at any time and from time to time during the Option Term, subject to earlier termination in accordance with Article III. Upon the termination of any of the Options pursuant to Article III, the Options so terminated shall cease to be exercisable and the Optionee shall have no further rights under this Agreement with respect to the Options so terminated.

2.2       The Company, in its sole discretion, shall have the right (but shall not in any case be obligated), exercisable at any time after the Grant Date, to vest the Options, in whole or in part, prior to the time the Options would otherwise vest under the terms of this Agreement.

2.3        Vested Options shall be exercised by the Optionee (i) by delivering to the Company a Notice in the form set forth as Exhibit B hereto, together with a check payable to the order of the Company or such other consideration as may be appropriate pursuant to the Notice or (ii) in such other form as may be permitted by the Company.

2.4       The Company shall notify the Optionee of the amount of withholding tax or other tax, if any, that must be paid under federal and, where applicable, state and local law in connection with the exercise of the Options or the sale of shares of Common Stock subject to the Options. The Optionee shall meet his withholding requirement (i) by direct payment to the Company in cash of the amount of any taxes required to be withheld with respect to such exercise, or (ii) in such other form as may be permitted by the Company.

ARTICLE III

Termination of Employment

3.1       In the event of the termination of employment of the Optionee by the Optionee or the Company for any reason whatsoever other than death or permanent disability (as defined in Section 3.2), any Options that were vested prior to the date of such termination (and which were not previously exercised), together with any other Options designated in writing by the Committee, shall terminate on the earliest of (i) thirty days after the date of such termination, or (ii) the last day of the Option Term. Any Options that were not vested prior to the date of such termination and do not become vested pursuant to the immediately preceding sentence shall terminate as of the date of such termination and shall not be exercisable at any time thereafter. For purposes of this Article III, termination of employment with respect to an Optionee who is a director or consultant and who is not otherwise an employee of the Company shall mean voluntary or involuntary termination of Board service or the consulting relationship, as the case may be, for any reason.

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3.2       In the event of the termination of the employment of the Optionee by reason of death or permanent disability, any Options that were vested prior to the date of such termination (and which were not previously exercised), together with any other Options designated in writing by the Committee, shall terminate on the earliest of (i) one hundred eighty days after the date of such termination, or (ii) the last day of the Option Term. Any Options that were not vested prior to the date of such termination and do not become vested pursuant to the immediately preceding sentence shall terminate as of the date of such termination and shall not be exercisable at any time thereafter. As used in this Agreement, the term “permanent disability” means the Optionee being deemed to have suffered a disability that makes the Optionee eligible for immediate benefits under any long-term disability plan of the Company, as in effect from time to time.

3.3       In the event of termination of employment, the Company, in its sole discretion, shall have the right (but shall not in any case be obligated), exercisable on or at any time after the Grant Date, to permit an Option to be exercised, in whole or in part, after its expiration date described in Section 3.1 or Section 3.2, but not after the expiration of the Option Term.

3.4       In the event of a Change in Control (as defined in the Plan), all Options outstanding on the date of such Change in Control that have not previously vested or terminated under the terms of this Agreement shall become immediately and fully exercisable. Notwithstanding the foregoing, unless otherwise determined by the Board, no change in control of the Company shall be deemed to have occurred for purposes of determining a Participant's rights under this Plan if (i) the Participant is a member of a group that first announces a proposal which, if successful, would result in a Change of Control, which proposal (including any modifications thereof) is ultimately successful, or (ii) the Participant acquires a two percent or more equity interest in the entity that ultimately acquires the Company pursuant to the transaction described in clause (i) of this Section 3.4.

ARTICLE IV

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