Exhibit 4.3

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

          AMENDMENT NO. 2, dated as of October 14, 2004 (this  "Amendment"),  to
the First Amended and Restated  2000 Stock Option Plan (as amended,  the "Plan")
of  Access   Integrated   Technologies,   Inc.,  a  Delaware   corporation  (the
"Corporation").

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

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

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

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

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

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

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

                                    ACCESS INTEGRATED TECHNOLOGIES, INC.


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