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                                                                    EXHIBIT 10.4

                           FIRST AMENDED AND RESTATED
           ACCESS INTEGRATED TECHNOLOGIES, INC. 2000 STOCK OPTION PLAN


                                    ARTICLE I

                        PURPOSE AND ADOPTION OF THE PLAN

         1.01 Purpose. The purpose of the Plan is to assist the Company in
attracting and retaining highly competent employees and to act as an incentive
in motivating selected officers and other key employees of the Company, and
directors and consultants of the Company, to achieve long-term corporate
objectives.

         1.02 Adoption, Amendment and Term. The Plan was approved by the Board
of Directors and the stockholders of the Company on June 1, 2000 (the "Effective
Date") and amended by the Board of Directors and Stockholders of the Company on
January 7, 2003, and shall remain in effect until terminated by action of the
Board; provided, however, that no Option may be granted hereunder after the
tenth anniversary of the Effective Date.


                                   ARTICLE II

                                   DEFINITIONS

         For the purpose of this Plan, the following capitalized terms shall
have the following meanings:

         2.01 Beneficiary means an individual, trust or estate who or which, by
a written designation of the Participant filed with the Company or by operation
of law, succeeds to the rights and obligations of the Participant under the Plan
and the Option Agreement upon the Participant's death.

         2.02 Board means the Board of Directors of the Company.

         2.03 Change in Control means, and shall be deemed to have occurred upon
the occurrence of, any one of the following events:

                           (a) prior to the occurrence of a public offering of
                  the Company's securities, the consummation of any transaction
                  in connection with which the Current Shareholders dispose of
                  for value 60% or more of the Company Voting Securities (on a
                  fully diluted basis) then beneficially owned (within the
                  meaning of Rule 13d-3 promulgated under the Exchange Act) by
                  the Current Shareholders; provided, however, that a "Change in
                  Control" shall not occur upon the consummation of an initial
                  public offering ("IPO") of the Company's securities; or




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                           (b) following the occurrence of an IPO of the
                  Company's securities, the acquisition in one or more
                  transactions by any individual, entity or group (within the
                  meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act),
                  other than any beneficial owner (within the meaning of Rule
                  13d-3 promulgated under the Exchange Act) of beneficial
                  ownership of in excess of fifty percent (50%) of the
                  then-outstanding Company Voting Securities (on a fully diluted
                  basis); provided, however, that the term "Change in Control"
                  shall not include any such acquisition by any entity with
                  respect to which, following such acquisition, more than 50% of
                  the then-outstanding shares of voting stock of such entity is
                  then beneficially owned, directly or indirectly, by
                  individuals and entities who were beneficial owners of the
                  then-outstanding Company Voting Securities (and/or options,
                  warrants or other rights to acquire Company Voting Securities)
                  immediately prior to such acquisition in substantially the
                  same proportion as their ownership immediately prior to such
                  acquisition of the then-outstanding Company Voting Securities
                  (and/or options, warrants or other rights to acquire Company
                  Voting Securities); or

                           (c) following the occurrence of an IPO of the
                  Company's securities, the consummation of a Merger, unless,
                  following such Merger, stock possessing at least fifty percent
                  (50%) of the total combined voting power of the issued and
                  outstanding shares of all classes of Company Voting Securities
                  of the corporation resulting from such Merger is beneficially
                  owned, directly or indirectly, by individuals and entities who
                  were beneficial owners of the then-outstanding Company Voting
                  Securities immediately prior to such Merger in substantially
                  the same proportion as their ownership immediately prior to
                  such Merger; or

                           (d) individuals who are members of the Board as of
                  the Effective Date of this Agreement (the "Incumbent
                  Directors") cease for any reason to constitute at least a
                  majority of the members of the Board; provided, however, that
                  any individual becoming a director subsequent to the date of
                  this Agreement whose appointment to the Board or nomination
                  for election by the Company was approved by a vote of at least
                  a majority of the Incumbent Directors then in office (unless
                  such appointment or election was at the request of an
                  unrelated third party who has taken steps reasonably
                  calculated to result in a Change in Control as described in
                  paragraphs (b) or (c) of this Section 2.03 and who has
                  indicated publicly an intent to seek control of the Company)
                  shall be treated from the date of his appointment or election
                  as an Incumbent Director; or

                           (e) consummation of a complete liquidation or
                  dissolution of the Company.

         2.04 Code means the Internal Revenue Code of 1986, as amended.
References to a section of the Code shall include that section and any
comparable section or sections of any future legislation that amends,
supplements or supersedes said section



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         2.05 Committee means the Committee defined in Section 3.01.

         2.06 Company means Access Integrated Technologies, Inc. (previously,
Access Colo, Inc.), a Delaware corporation, its subsidiaries (within the meaning
of Section 424(f) of the Code) and any successors thereto.

         2.07 Company Voting Securities means the combined voting power of the
Common Stock of the Company and all other outstanding securities of the Company
entitled to vote generally in the election of directors of the Company.

         2.08 Common Stock means Class A Common Stock of the Company, par value
$.001 per share.

         2.09 Current Shareholders means those individuals or entities who are
parties to the Shareholders Agreement between the Company and its stockholders.

         2.10 Date of Grant means the date designated by the Board or the
Committee as the date as of which it grants an Option, which shall not be
earlier than the date on which the Board or the Committee approves the granting
of such Option.

         2.11 Exchange Act means the Securities Exchange Act of 1934, as
amended.

         2.12 Fair Market Value means, as of any applicable date, the fair
market value of the Common Stock as determined by the Board based upon such
evidence as it may think necessary or desirable.

         2.13 Incentive Stock Option means a stock option within the meaning of
Section 422 of the Code.

         2.14 Merger means any merger, reorganization, consolidation, share
exchange, transfer of assets or other transaction having similar effect
involving the Company.

         2.15 Nonstatutory Stock Option means a stock option which is not an
Incentive Stock Option.

         2.16 Option Agreement means a written agreement between the Company and
a Participant specifically setting forth the terms and conditions of an Option
granted under the Plan substantially in the form of Exhibit A attached hereto.

         2.17 Option Price, with respect to Options, shall have the meaning set
forth in Section 6.01(b).

         2.18 Option Term means, with respect to an Option, the period of time
set forth in the Option Agreement during which the Option may be exercised.

         2.19 Options means all Nonstatutory Stock Options and Incentive Stock
Options granted at any time under the Plan.



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         2.20 Participant means a person designated to receive an Option under
the Plan in accordance with Section 5.01.

         2.21 Plan means the First Amended and Restated Access Integrated
Technologies, Inc. 2000 Stock Option Plan as described herein, as the same may
be amended from time to time.

         2.22 Ten Percent Shareholder means any individual who, at the time the
Option is granted, owns stock possessing more than 10 percent of the total
combined voting power of all classes of stock of the Company.

                                   ARTICLE III

                                 ADMINISTRATION

         3.01 Committee. The Plan shall be administered by the Board or, in the
discretion of the Board, by a committee of the Board (the "Committee") comprised
of one or more persons. The Committee or Board shall have exclusive and final
authority in each determination, interpretation or other action affecting the
Plan and its Participants. The Board or Committee shall have the sole
discretionary authority to interpret the Plan, to establish and modify
administrative rules for the Plan, to impose such conditions and restrictions on
Options as it determines appropriate, and to take such steps in connection with
the Plan and Options granted hereunder as it may deem necessary or advisable.
The Board or Committee may delegate such of its powers and authority under the
Plan as it deems appropriate and in compliance with applicable law. In the event
of such delegation of authority or exercise of authority by the Board or
Committee, references in the Plan to the Committee shall be deemed to refer to
the delegate of the Board or the Committee as the case may be. For purposes of
this Plan, references to the Committee shall be deemed references to the Board
to the extent that the Board has not appointed a Committee to administer the
Plan.

                                   ARTICLE IV

                                     SHARES

         4.01 Number of Shares Issuable. The maximum number of shares initially
authorized to be issued under the Plan and available for issuance as Options
shall be 2,000,000 shares of Common Stock. No more than 500,000 shares shall be
granted as an Option to any Participant in any single calendar year. The number
of shares available for issuance under the Plan shall be further subject to
adjustment in accordance with Section 7.06. The shares to be offered under the
Plan shall be authorized and unissued Common Stock, or issued Common Stock which
shall have been reacquired by the Company.

         4.02 Shares Subject to Terminated Options. Common Stock covered by any
unexercised portions of terminated Options (including canceled Options) granted
under Article VI and Common Stock subject to any Options which are otherwise
surrendered by the Participant may again be subject to new Options under the
Plan.

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                                    ARTICLE V

                                  PARTICIPATION

         5.01 Eligible Participants. Participants in the Plan shall be such
officers, key employees, directors and consultants of the Company as the
Committee, in its sole discretion, may designate from time to time. The
Committee's designation of a Participant in any year shall not require the
Committee to designate such person to receive Options or grants in any other
year. The Committee shall consider such factors as it deems pertinent in
selecting Participants and in determining the type and amount of their
respective Options.

                                   ARTICLE VI

                                  STOCK OPTIONS

         6.01 Option Awards.

         (a) General. The Committee may grant, to such Participants as the
Committee may select, Options entitling the Participant to purchase shares of
Common Stock from the Company in such number, at such price, and on such terms
and subject to such conditions, not inconsistent with the terms of this Plan, as
may be established by the Committee. The terms of any Option granted under this
Plan shall be set forth in an Option Agreement.

         (b) Purchase Price of Options. The Option Price of each share of Common
Stock which may be purchased upon exercise of any Option granted under the Plan
shall be determined by the Board of Directors or the Committee; provided,
however, that (i) with respect to Incentive Stock Options, the Option Price per
share shall in all cases be equal to or greater than the Fair Market Value of a
share of Common Stock on the Date of Grant as required under Section 422 of the
Code, and (ii) with respect to any Incentive Stock Option granted to any Ten
Percent Shareholder, the Option Price per share shall in all cases be equal to
or greater than 110 percent of the Fair Market Value of a share of Common Stock
on the Date of Grant as required under Section 422 of the Code.

         (c) Designation of Options. Except as otherwise expressly provided in
the Plan, the Committee may designate, at the time of the grant of each Option,
the Option as an Incentive Stock Option or a Nonstatutory Stock Option.

         (d) Incentive Stock Option Share Limitation. No Participant may be
granted Incentive Stock Options under the Plan (or any other plans of the
Company) which would result in shares with an aggregate Fair Market Value
(measured on the Date of Grant) of more than $100,000 first becoming exercisable
in any one calendar year.

         (e) Rights as a Shareholder. A Participant or a transferee of an Option
pursuant to Section 7.04 shall have no rights as a shareholder with respect to
Common Stock covered by an Option until the Participant or transferee shall have
become the holder of record of any such shares, and no adjustment shall be made
for dividends in cash or other property or distributions or other rights with
respect to any such Common Stock for which the record date is prior to the date
on which the Participant or a transferee of the Option shall have become the
holder of record of any such shares covered by the Option; provided, however,
that Participants are entitled to share adjustments to reflect capital changes
under Section 7.06.

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         6.02 Terms of Stock Options.

         (a) Conditions on Exercise. An Option Agreement with respect to Options
may contain such waiting periods, exercise dates and restrictions on exercise
(including, but not limited to, periodic installments) as may be determined by
the Committee as of the Date of Grant.

         (b) Duration of Options. Options shall terminate after the first to
occur of the following events:

                  (i) Expiration of the Option as provided in the Option
         Agreement;

                  (ii) Termination of the Option as provided in Section 6.03,
         following the Participant's termination of employment; or

                  (iii) Ten years from the Date of Grant (five years from the
         Date of Grant in the case of any Incentive Stock Option granted to a
         Ten Percent Shareholder).

         (c) Acceleration of Exercise Time. The Board of Directors or the
Committee, in its sole discretion, shall have the right (but shall not in any
case be obligated), exercisable at any time after the Date of Grant, to permit
the exercise of any Option prior to the time such Option would otherwise become
exercisable under the terms of the Option Agreement.

         (d) Extension of Exercise Time. The Board of Directors or the
Committee, in its sole discretion, shall have the right (but shall not in any
case be obligated), exercisable on or at any time after the Date of Grant, to
permit any Option granted under this Plan to be exercised after its expiration
date, subject, however, to the limitation described in Section 6.02(b)(iii).

         6.03 Exercise of Options upon Termination of Employment.

         (a) General. Except as otherwise expressly provided in the applicable
Option Agreement, in event of the termination of employment of the Participant
by the Participant or the Company for any reason whatsoever other than death or
Permanent Disability (as defined in Section 6.03(b)), any vested or nonvested
Options which are not exercised (or exercisable) prior to the date of such
termination of employment shall terminate on such date and shall not be
exercisable at any time thereafter. For purposes of this Section 6.03,
termination of employment with respect to a Participant 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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         (b) Death or Permanent Disability. Except as otherwise expressly
provided in the applicable Option Agreement, in the event of the termination of
the employment of the Participant 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 Board or 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 shall terminate as of the date of such termination and shall not be
exercisable at any time thereafter. As used in this Plan, the term "Permanent
Disability" means the Participant being deemed to have suffered a disability
that makes the Participant eligible for immediate benefits under any long-term
disability plan of the Company, as in effect from time to time; for consultants
or directors, "Permanent Disability" means that a consultant or director, as the
case may be, is unable to perform his or her duties due to a physical or mental
impairment that is expected to last at least twelve (12) months or result in
death, as determined by the Committee with the advice of a physician selected by
the Committee.

         6.04 Exercise Procedures. Each Option granted under the Plan shall be
exercised by written notice to the Company which must be received by the officer
or employee of the Company designated in the Option Agreement on or before the
close of business on the expiration date of the Option. The Option Price of
shares purchased upon exercise of an Option granted under the Plan shall be paid
in full in cash by the Participant pursuant to the Option Agreement; provided,
however, that the Committee may (but shall not be required to) permit payment to
be made by delivery to the Company of either (a) Common Stock (which may include
shares otherwise issuable in connection with the exercise of the Option, subject
to such rules as the Committee deems appropriate), (b) any combination of cash
and Common Stock, or (c) such other consideration as the Committee deems
appropriate, including a "cashless" exercise. In the event that any Common Stock
shall be transferred to the Company to satisfy all or any part of the Option
Price, the part of the Purchase Price deemed to have been satisfied by such
transfer of Common Stock shall be equal to the product derived by multiplying
the Fair Market Value of a share of Common Stock as of the date of exercise
times the number of shares of Common Stock transferred to the Company. The
Participant may not transfer to the Company in satisfaction of the Option Price
any fractional share of Common Stock. Any part of the Option Price paid in cash
upon the exercise of any Option shall be added to the general funds of the
Company and may be used for any proper corporate purpose. Unless the Board or
the Committee shall otherwise determine, any Common Stock transferred to the
Company as payment of all or part of the Option Price upon the exercise of any
Option shall be held as treasury shares.

         6.05 Change in Control. Unless otherwise provided by the Committee in
the applicable Option Agreement, in the event of a Change in Control, Options
outstanding on the date of such Change in Control that have not previously
vested or terminated under the terms of the applicable Option 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 6.05.

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                                   ARTICLE VII

                                  MISCELLANEOUS

         7.01 Plan Provisions Control Option Terms. The terms of the Plan shall
govern all Options granted under the Plan, and in no event shall the Committee
have the power to grant any Option under the Plan which is contrary to any of
the provisions of the Plan. In the event any provision of any Options granted
under the Plan shall conflict with any term in the Plan as constituted on the
Date of Grant of such Option, the term in the Plan as constituted on the Date of
Grant of such Option shall control. Except as provided in Section 7.03 and
Section 7.06, the terms of any Option granted under the Plan may not be changed
after the Date of Grant of such Option so as to materially decrease the value of
the Option without the express written approval of the holder.

         7.02 Option Agreement. No person shall have any rights under any Option
granted under the Plan unless and until the Company and the Participant to whom
such Option shall have been granted shall have executed and delivered an Option
Agreement or received any other Option acknowledgment authorized by the
Committee expressly granting the Option to such person and containing provisions
setting forth the terms of the Option.

         7.03 Modification of Option After Grant. No Option granted under the
Plan to a Participant may be modified (unless such modification does not
materially decrease the value of the Option) after the Date of Grant except by
express written agreement between the Company and the Participant, provided that
any such change (a) shall not be inconsistent with the terms of the Plan, and
(b) shall be approved by the Board or the Committee.

         7.04 Limitation on Transfer. A Participant's rights and interest under
the Plan may not be assigned or transferred other than by will or the laws of
descent and distribution, and during the lifetime of a Participant, only the
Participant personally (or the Participant's personal representative) may
exercise rights under the Plan. The Participant's Beneficiary may exercise the
Participant's rights to the extent they are exercisable under the Plan following
the death of the Participant.

         7.05 Taxes. The Company shall be entitled, if the Board or the
Committee deems it necessary or desirable, to withhold (or secure payment from
the Participant in lieu of withholding) the amount of any withholding or other
tax required by law to be withheld or paid by the Company with respect to any
amount payable and/or shares issuable with respect to such Participant's Option,
or with respect to any income recognized upon a disqualifying disposition of
shares received pursuant to the exercise of an Incentive Stock Option, and the
Company may defer payment or issuance of shares upon exercise of an Option
unless indemnified to its satisfaction against any liability for any such tax.
The amount of such withholding or tax payment shall be determined by the Board
or the Committee and shall be payable by the Participant at such time as the
Board or the Committee determines. The Participant shall meet his or her
withholding requirement by direct payment to the Company in cash of the amount
of any taxes required to be withheld with respect to such Option; provided,
however, that the Board or the Committee may (but shall not be required to)
permit the Participant to meet his or her withholding requirement by (i) having
withheld from such Option at the appropriate time that number of shares of
Common Stock, rounded up to the next whole share, whose Fair Market Value is
equal to the amount of withholding taxes due, or (ii) a combination of shares
and cash.

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         7.06 Adjustments to Reflect Capital Changes.

                  (a) Recapitalization. The number and kind of shares subject to
         outstanding Options, the Option Price for such shares, the number and
         kind of shares available for Options subsequently granted under the
         Plan and the maximum number of shares in respect of which Options can
         be made to any Participant in any calendar year shall be appropriately
         adjusted to reflect any stock dividend, stock split, combination or
         exchange of shares, merger, consolidation or other change in
         capitalization with a similar substantive effect upon the Plan or the
         Options granted under the Plan. The Board and the Committee shall have
         the power and sole discretion to determine the amount of the adjustment
         to be made in each case.

                  (b) Merger. In the event of a Merger in which the Company is
         not the surviving corporation or pursuant to which a majority of the
         shares which are of the same class as the shares that are subject to
         outstanding Options are exchanged for, or converted into, or otherwise
         become shares of another corporation or other consideration, the Board
         and the Committee shall have the sole discretion to determine that (i)
         the surviving, continuing, successor or purchasing corporation, as the
         case may be (the "Acquiring Corporation"), will either assume the
         Company's rights and obligations under outstanding Option Agreements or
         substitute options in respect of the Acquiring Corporation's stock for
         outstanding Options or (ii) the outstanding Options shall be canceled
         in exchange for such consideration as the Board or the Committee shall
         approve (based on the value of the consideration received in the Merger
         by holders of the same class of shares that are subject to outstanding
         Options).

                  (c) Options to Purchase Shares of Stock of Acquired Companies.
         After any Merger in which the Company shall be a surviving corporation,
         the Committee may grant substituted options under the provisions of the
         Plan, pursuant to Section 424 of the Code, replacing old options
         granted under a plan of another party to the Merger whose shares or
         stock subject to the old options may no longer be issued following the
         Merger. The foregoing adjustments and manner of application of the
         foregoing provisions shall be determined by the Board or the Committee
         in its sole discretion. Any such adjustments may provide for the
         elimination of any fractional shares which might otherwise become
         subject to any Options.

         7.07 No Right to Employment. No employee or other person shall have any
claim of right to be granted an Option under this Plan. Neither the Plan nor any
action taken hereunder shall be construed as giving any employee any right to be
retained in the employ of the Company.

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         7.08 Options Not Includable for Benefit Purposes. Common Stock received
by a Participant pursuant to the provisions of the Plan shall not be included in
the determination of benefits under any pension, group insurance or other
benefit plan applicable to the Participant which is maintained by the Company,
except as may be provided under the terms of such plans or determined by the
Board.

         7.09 Governing Law. All determinations made and actions taken pursuant
to the Plan shall be governed by the laws of the State of Delaware and construed
in accordance therewith.

         7.10 No Strict Construction. No rule of strict construction shall be
implied against the Company, the Board, the Committee, or any other person in
the interpretation of any of the terms of the Plan, any Option granted under the
Plan or any rule or procedure established by the Committee.

         7.11 Captions. The captions (i.e., all Section headings) used in the
Plan are for convenience only, do not constitute a part of the Plan, and shall
not be deemed to limit, characterize or affect in any way any provisions of the
Plan, and all provisions of the Plan shall be construed as if no captions have
been used in the Plan.

         7.12 Severability. Whenever possible, each provision in the Plan and
every Option at any time granted under the Plan shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of the Plan or any Option at any time granted under the Plan shall be held to be
prohibited by or invalid under applicable law, then (a) such provision shall be
deemed amended to accomplish the objectives of the provision as originally
written to the fullest extent permitted by law and (b) all other provisions of
the Plan and every other Option at any time granted under the Plan shall remain
in full force and effect.

         7.13 Amendment and Termination.

                  (a) Amendment. The Board shall have complete power and
         authority to amend the Plan at any time. No termination or amendment of
         the Plan may, without the consent of the Participant to whom any Option
         shall theretofore have been granted under the Plan, adversely affect
         the right of such individual under such Option.

                  (b) Termination. The Board shall have the right and the power
         to terminate the Plan at any time. No Option shall be granted under the
         Plan after the termination of the Plan, but the termination of the Plan
         shall not have any other effect and any Option outstanding at the time
         of the termination of the Plan may be exercised after termination of
         the Plan at any time prior to the expiration date of such Option to the
         same extent such Option would have been exercisable had the Plan not
         terminated.



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         7.14 Initial Public Offering. As a condition of participation under
this Plan, each participant shall be obligated to cooperate with the Company and
the underwriters in connection with any public offering of the company's
securities and any transactions relating thereto and shall execute and deliver
such agreements and documents, including without limitation, a lock-up
agreement, as may be requested by the Company or the underwriters. The
Participants' obligations under this Section 7.14 shall apply to any shares of
Common Stock issued under the Plan as well as to any and all other securities of
the Company or its successor for which such Common Stock may be exchanged or
into which such Common Stock may be converted.

         7.15 Applicability of Shareholders' Agreement. Stock purchased pursuant
to grants of Options hereunder shall be subject to the terms of the Shareholders
Agreement, dated April 10, 2000 (the "Shareholders Agreement"), as it may be
amended from time to time, or any successor agreement among the Company and its
stockholders. No certificates evidencing such stock shall be delivered until the
owner thereof has evidenced his acceptance of such Agreement and any and all
provisions thereof in writing. Certificates shall be indorsed with appropriate
notice of applicability of the Shareholders Agreement.


                                    *   *   *



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