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                                                                     EXHIBIT 4.4



         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.
                          SUBORDINATED PROMISSORY NOTE

$250,000                                                      New York, New York
                                                              February 28, 2002

                  FOR VALUE RECEIVED, the undersigned, Access Integrated
Technologies, Inc., a Delaware corporation (the "Issuer"), hereby
unconditionally promises to pay on the Note Maturity Date (as defined in that
certain Note Purchase Agreement, dated as of February 28, 2002, by and between
the Purchaser (as defined below) and the Issuer (the "Note Purchase Agreement"))
to the order of A. Dale Mayo (the "Purchaser") at such address designated by the
Purchaser, in lawful money of the United States of America and in immediately
available funds, the principal amount of Two Hundred Fifty Thousand Dollars
($250,000). Subject to Section 3.3 of the Note Purchase Agreement, the Issuer
further agrees to pay interest on the unpaid principal amount outstanding
hereunder from time to time, from the date hereof, in like money, at the
applicable interest rate percent per annum as set forth in Section 3.3 of the
Note Purchase Agreement, but in no event on a date later than the Note Maturity
Date (as the term is defined in the Note Purchase Agreement).

                  The Purchaser hereby irrevocably and unconditionally
subordinates its right of payment and collection under this Note to all
indebtedness and claims of any bank and/or financial institution providing
working capital or other credit or customary terms and conditions to the Issuer
("Senior Lender"), whether now existing or hereafter incurred, with a view to
insuring that all such Senior Lenders in the event of the dissolution, winding
up, liquidation, insolvency or bankruptcy of the Issuer shall be paid their then
existing claims in full prior to the prepayment of this Note.

                  This Note is the subordinated promissory note referred to in
the Note Purchase Agreement, and is entitled to the benefits thereof. In the
event of any conflict between the Note Purchase Agreement and this Note, the
terms and provisions of the Note Purchase Agreement shall govern.

                  Subject to the subordination provision set forth herein, upon
the occurrence of any one or more of the Events of Default specified in the Note
Purchase Agreement, all amounts then remaining unpaid on this Note shall
automatically become, or may be declared to be, immediately due and payable, all
as provided in the Note Purchase Agreement.


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                  Subject to the provisions of the legend above, this Note is
freely transferable, in whole or in part, by the Purchaser, and such transferee
shall have the same rights hereunder as the Purchaser. The Issuer may not assign
or delegate any of its obligations under this Note without the prior written
consent of the Purchaser (or its successor, transferee or assignee).

                  All parties now and hereafter liable with respect to this
Note, whether maker, principal, surety, guarantor, endorser or otherwise, hereby
waive presentment, demand, protest and all other notices of any kind.

                  Subject to Section 3 of the Note Purchase Agreement, the
Issuer agrees to pay all of the Purchaser's expenses, including reasonable
attorneys' costs and fees, incurred in collecting sums due under this Note.

                  This Note shall be governed by, and construed and interpreted
in accordance with, the internal laws of the State of New York.

                                            ACCESS INTEGRATED TECHNOLOGIES, INC.




                                            By: /s/ Gary S. Loffredo
                                                --------------------------------
                                                Name:
                                                Title:


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