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                                                                     EXHIBIT 4.5


                                  FORM OF NOTE

          THE SECURITIES REPRESENTED HEREBY HAVE BEEN ISSUED WITHOUT
          REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER
          ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, TRANSFERRED OR PLEDGED
          IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER APPLICABLE
          FEDERAL AND STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY
          SATISFACTORY TO THE COMPANY THAT THE TRANSFER IS EXEMPT FROM
          REGISTRATION UNDER APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

                      ACCESS INTEGRATED TECHNOLOGIES, INC.
                             SECURED PROMISSORY NOTE


$[_____________]                                           New York, New York
                                                 Dated as of:  [___________](1)

                  For value received, the undersigned, Access Integrated
Technologies, Inc., a Delaware corporation (the "Company"), whose principal
place of business is located at 55 Madison Avenue, Suite 119, Morristown, New
Jersey 07960, hereby promises to pay to [____________] (the "Holder") the
principal amount of [____________] Dollars ($_________) in twenty (20) equal
quarterly installments, each in the amount of $[ ] on the last day of March,
June, September and December, commencing with [__________, 20__].(2)

                  This note is one of the notes (the "Notes") referred to in
that certain Stock Purchase Agreement, dated as of July __, 2003, between and
among the Company, Hollywood Software, Inc. and David Gajda and Robert Jackovich
(the "Purchase Agreement") and is subject to any right of offset by the Company
provided therein. This note is secured as provided in that certain Pledge and
Security Agreement of even date herewith, by and among the Company and David
Gajda and Robert Jackovich (the "Pledge Agreement").

                  Unpaid principal on this note shall accrue interest at the
rate of eight (8%) percent per annum (based on a 365-day year) and shall be paid
on each date on which principal is payable hereunder.

                  All or part of any this note may be prepaid at any time
without premium or penalty.

--------
(1) Insert date of issue.
(2) Insert the last month of the first full quarter following the date of issue.

<PAGE>

                  All payments to be made by the Company pursuant to this note
shall be made in lawful money of the United States by certified check, or
federal funds wire transfer in immediately available funds.

                  If the principal of or the interest on this note is not paid
when due, then the overdue amount shall bear interest at the annual rate of
eleven and one-half (11.5%) percent ("Default Interest"), which interest shall
accrue from the date such overdue amount shall have become due through the date
of payment of such overdue amount (including interest thereon).

                  The Company shall not incur indebtedness for borrowed money,
except for Permitted Indebtedness. For purposes hereof, the following terms
shall have the meaning specified:

                  (a) "Permitted Indebtedness" means Purchase Money
Indebtedness, Acquisition Indebtedness, Senior Indebtedness, Debt Service
Indebtedness, Subordinate Indebtedness, Refinancing Indebtedness and lease
obligations that are capitalized in accordance with generally accepted
accounting principles.

                  (b) "Purchase Money Indebtedness" means indebtedness, other
than Acquisition Indebtedness, for the deferred purchase price of plant,
property and equipment that is unsecured or is secured solely by the item of
plant, property and equipment purchased;

                  (c) "Acquisition Indebtedness" means indebtedness incurred in
connection with the purchase of all or substantially all of the assets or equity
of a business that (i) is unsecured or secured solely by the assets (in the case
of an asset acquisition) or equity (in the case of an equity acquisition) of the
business so acquired, (ii) is in a principal amount that does not exceed fifty
(50%) percent of the aggregate purchase price therefor and (iii) does not
provide for amortization of principal on terms less favorable to the Company
than equal monthly installments over a five-year period;

                  (d) "Senior Indebtedness" means indebtedness in an aggregate
principal amount not greater than $1,000,000 at any time provided by a bank or
institutional lender that is unsecured or secured by all or any of the assets of
the Company and its subsidiaries;

                  (e) "Debt Service Indebtedness" means indebtedness the
proceeds of which are used exclusively to repay all or any portion of the Notes
and associated fees and expenses;

                  (f) "Subordinate Indebtedness"means unsecured indebtedness
that is subordinate and junior in right of payment to the Notes and which does
not provide for amortization of principal on terms less favorable to the Company
than equal monthly installments over a five-year period; and

                  (g) "Refinancing Indebtedness" means indebtedness incurred and
used solely to repay or refinance Permitted Indebtedness and any indebtedness of
the Company outstanding on the date hereof and associated fees and expenses;
provided, that the repayment terms thereof are not less favorable to the Buyer
than the repayment terms of the indebtedness so repaid or refinanced.

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                  This note shall be subordinate and junior in right of payment
to all Senior Indebtedness.

                  If any of the following events (each, an "Event of Default")
shall occur and be continuing:

                  (i) The Company shall fail to pay (whether in cash or by valid
offset in accordance with the terms of the Purchase Agreement) any amount
payable under this note when such payment becomes due whether at maturity or by
acceleration or otherwise, and such failure remains uncured for five (5)
business days after the Holder gives written notice of such failure to the
Company;

                  (ii) A Default shall occur under the Pledge Agreement;

                  (iii) The Company shall incur any indebtedness other than
Permitted Indebtedness;

                  (iv) The Company shall prepay (other than payments in or by
conversion to capital stock of the Company) any Permitted Indebtedness other
than Senior Indebtedness or prepayments made with the proceeds of any
Refinancing Indebtedness;

                  (v) The Company shall breach, in any material respect, any
representation or warranty under, or fails, in any material respect, to perform
its obligations under this note or the Pledge Agreement; or

                  (vi) (a) The Company shall commence any case, proceeding or
other action (x) under any existing or future law of any jurisdiction, domestic
or foreign, relating to bankruptcy, insolvency, reorganization, conservatorship
or relief of debtors, seeking to have an order for relief entered with respect
to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking
reorganization, arrangement, adjustment, winding-up, liquidation, dissolution,
composition or other relief with respect to it or its debts or (y) seeking
appointment or a receiver, trustee, custodian, conservator or other similar
official for it or for all or any substantial part of its assets, or the Company
shall commence dissolution proceedings or make a general assignment for the
benefit of its creditors; (b) there shall be commenced against the Company any
case, proceeding or other action of a nature referred to in clause (a) above
that (A) results in the entry of an order for relief of any such adjudication of
appointment or (B) remains undismissed, undischarged or unbonded for a period of
sixty (60) days; (c) there shall be commenced against the Company any case,
proceeding other action seeking issuance of a warrant of attachment, execution,
distrait or similar process against all or any substantial part of its assets
that results in the entry of an order for any such relief that shall not have
been vacated, discharged, or stayed or bonded pending appeal within sixty (60)
days from the entry thereof; (d) the Company shall take any action in
furtherance of, or indicating its consent to, approval of, or acquiescence in
any of the acts set forth in clauses (a), (b) or (c) above; or (e) the Company
shall generally not, or shall be unable to, or shall admit in writing its
inability to, pay its debts as they become due,

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                  then, and in any such event, (x) if such event is an Event of
Default specified in clause (vi) above with respect to the Company,
automatically this Note (with all accrued and unpaid interest thereon) and all
other amounts owing under this note shall immediately become due and payable,
and (y) if such event is an Event of Default specified in clauses (i), (ii),
(iii), (iv) or (v) above, the Holder may, at any time at its option, by written
notice to the Company, declare this note (with all accrued and unpaid interest
thereon) and all other amounts owing under this note to be immediately due and
payable. Notwithstanding anything to the contrary contained herein, any amounts
owed under this note shall bear interest at the Default Rate from and after the
occurrence of an Event of Default.

                  The Company hereby covenants and agrees that it will not
consummate any Business Combination (as defined in the Purchase Agreement)
unless and until this note shall be repaid in full; provided, however, that the
requirement that this note be repaid prior to consummation of the Business
Combination may be waived by written notice to Buyer delivered at least three
(3) business days prior to the consummation date of such Business Combination.

                  The Company hereby waives grace, diligence, presentment,
demand, notice of demand, dishonor, notice of dishonor, protest, notice of
protest, any and all exemption rights against the indebtedness evidenced by this
note and the right to plead any statute of limitations as a defense to the
repayment of all or any portion of this note, and interest thereon, to the
fullest extent allowed by law, any and all notices of any kind (other than
notices specifically provided for in this note) and, except with respect to its
rights provided in the Purchase Agreement, all compensation of cross-demands
pursuant to California Code of Civil Procedure Section 431.70, to the extent
applicable. No delay, omission and/or failure on the part of Holder in
exercising any right and/or remedy hereunder shall operate as a waiver of such
right and/or remedy or of any other right and/or remedy of Holder.

                  This note shall be construed and enforced under and pursuant
to the laws of the State of New York.

                  This note shall continue to be effective or be reinstated, as
the case may be, if at any time any payment made pursuant to it (whether by the
Company, any guarantor of this note or any other person or entity) is rescinded
or must otherwise be returned by the Holder upon the bankruptcy or
reorganization or otherwise of the Company or any guarantor or any other person
or entity, all as though such payment had not been made.

                  The failure on the part of the Holder to at any time enforce
any of the provisions of this note shall not be deemed or construed to be a
waiver of any such provisions, nor in any way to affect the validity of this
note or any provision hereof or the right of the Holder to thereafter enforce
each and every provision of this note. No waiver of any breach of any of the
provisions of this note shall be effective unless set forth in a written
instrument executed by the party against which enforcement of such waiver is
sought; and no waiver of any such breach shall be construed or deemed to be a
waiver of any other or subsequent breach. Neither this note nor any rights to
receive payments hereunder may be assigned or transferred by the Holder without
the prior written consent of the Company, which consent shall not be
unreasonably withheld, conditioned or delayed.

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                  The Company agrees to pay any and all costs and/or expenses
paid and/or incurred by Holder by reason of, as a result of, or in connection
with, the collection or enforcement of this note or the Company's obligations
hereunder and under the Pledge Agreement and/or any other documents contemplated
hereby or thereby, including, but not limited to, any and all attorneys' fees
and related costs, whether such costs and/or expenses are paid or incurred in
connection with the enforcement of this Note, the Pledge Agreement or any other
documents contemplated hereby or thereby, the protection and/or preservation of
the collateral or security for this note and/or any other rights, remedies
and/or interests of Holder, whether or not suit is filed. The Company's
agreement to pay any and all such costs and expenses includes, but is not
limited to, costs and expenses incurred in enforcing any judgment obtained by
Holder and in connection with any appeals therefrom. All such costs and expenses
are immediately due and payable to Holder by the Company whether or not demand
therefore is made by Holder.

                  The Company hereby represents and warrants to Holder that, by
its execution below, the Company has the full power, authority and legal right
to execute and deliver this note and that the indebtedness evidenced hereby
constitutes a valid and binding obligation of the Company without exception or
limitation.

                  This note may be modified only by a written instrument that is
executed and delivered by the party against which enforcement of such
modification is sought.



                                     ACCESS INTEGRATED TECHNOLOGIES, INC.


                                     By: _____________________________________
                                         A. Dale Mayo
                                         President and Chief Executive Officer



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