Exhibit 10.4

                                   AGREEMENT
                                   ---------

       THIS AGREEMENT (the  "AGREEMENT")  is made as of January 13, 2006, by and
between UTIX Group, Inc., a Delaware  corporation,  with its principal executive
offices at 7 New England Park,  Suite 610,  Burlington,  MA 01803 ("UTIX"),  and
certain   investors  of  Utix  as  set  forth  on  the  signature  pages  hereto
(collectively,  "INVESTORS"). (Utix and Investors may hereinafter be referred to
singularly as a "PARTY," and collectively as the "PARTIES.")

                                   PREAMBLES:

       WHEREAS, on various dates ranging from November, 2003 to December,  2005,
certain  Investors  (such  Investors,  the  "DEBTHOLDERS")  made  loans  to Utix
(collectively  the "LOANS") in the  aggregate  principal  amount of Four Million
Nine Hundred and Thirty One ($4,931,000)  Dollars (the "PRINCIPAL  AMOUNT"),  in
such amounts as further set forth on SCHEDULE A hereto;

       WHEREAS,  in  addition  to the  Loans,  on  various  dates  ranging  from
November,  2003 to December,  20005,  Utix issued  warrants  (collectively,  the
"ORIGINAL WARRANTS") to certain Investors (such Investors, the "WARRANTHOLDERS")
to purchase  approximately  Thirty Million One Hundred Thirty Four Thousand Five
Hundred and Ninety (30,134,590) shares of common stock of Utix, par value $0.001
per share ("COMMON  STOCK"),  in such amounts as further set forth on SCHEDULE B
hereto; and

       WHEREAS,  Utix has been seeking  additional  financing and in furtherance
thereof Utix has entered into a term sheet dated  December 28, 2005 with Special
Situations Fund ("SPECIAL  SITUATIONS") whereby Special Situations has agreed to
invest or arrange for the  investment of up to  $6,500,000 by purchasing  Utix's
Series A Convertible Preferred Stock; and

       WHEREAS, as a condition to Special Situations agreeing to make or arrange
this investment in Utix, Special  Situations  requires that Utix restructure its
current  obligations to the Debtholders and the  Warrantholders as follows:  (i)
all  Loans  payable  to the  Debtholders  shall  be  paid in full by Utix by (A)
converting  fifty (50%) percent of the principal amount of the Loans into shares
of  Utix's  Common  Stock at the  conversion  rate of $0.02 per  share;  and (B)
converting  the remaining  fifty (50%)  percent of the  principal  amount of the
Loans into shares of Utix's Common Stock at the conversion  rate of $0.125;  and
(C) issuing  warrants  (the  "Debtholder  Warrants") to purchase an aggregate of
30,818,750  shares of Utix's  Common  Stock at the  exercise  price of $0.04 per
share  for a period  of five  (5)  years,  which  Debtholder  Warrants  shall be
substantially  in the form  attached  hereto as EXHIBIT A; and (ii) all Original
Warrants held by the Warrantholders shall be amended and restated (the "RESTATED
WARRANTS")  whereby the  Warrantholders  will have the right to  purchase  fifty
(50%)  percent of the number of shares of Common  Stock each  Warrantholder  can
purchase  under the Original  Warrants at the exercise  price of $0.04 per share
for a period of five (5) years,  which Restated  Warrants shall be substantially
in the form  attached  hereto  as  EXHIBIT  B ((i) and (ii)  above  collectively
referred to herein as the "RESTRUCTURING"); and

<PAGE>


       WHEREAS, Utix and the Investors recognize that it is in the best interest
of the  parties  that Utix enter into the  financing  transaction  with  Special
Situations  and in  connection  therewith  the parties agree to the terms of the
Restructuring; and

       WHEREAS, in furtherance of the Restructuring, the parties are desirous of
settling  any  claims  the  Investors  now  have  against  Utix  for any and all
defaults, penalties,  accelerations (the "INVESTORS' CLAIMS") arising out of the
terms  of the  Loans  or the  Original  Warrants  (assuming  full  and  complete
performance by Utix of its  obligations  hereunder and under the  Restructuring)
without resorting to litigation.

       NOW,  THEREFORE,  for good and  valuable  consideration,  the receipt and
sufficiency of which is hereby acknowledged,  the parties hereto hereby agree as
follows:

       1.     DEFAULT. With the exception of those Loans set forth on SCHEDULE C
hereto,  Utix hereby acknowledges that it is in default on the Loans, for, among
other  things,  the  failure to repay the  principal  amount of the Loans.  Utix
further  acknowledges and agrees that it has no offset,  defense or counterclaim
of any kind,  nature or description  with respect to any of its defaults and the
unpaid monies due to the Investors, as set forth herein.

       2.     RESTRUCTURING.  Subject  to the  terms  and  conditions  set forth
herein,  on January __, 2006 (the  "CLOSING  DATE")  which  closing  shall occur
concurrently with the closing of the Special Situations financing, in settlement
of the Investors' Claims and in connection with the  Restructuring,  the parties
hereby agree as follows:

              (a)    DEBTHOLDERS - CONVERSION OF LOANS.

                     (i)    On the Closing  Date,  Utix will convert Two Million
Four Hundred and Sixty Five  Thousand Five Hundred  ($2,465,500)  Dollars of the
outstanding  Loans into shares of Common Stock at the  conversion  rate of $0.02
per share. Each Debtholder shall receive the number of shares of Common Stock as
is set forth on SCHEDULE D hereto.

                     (ii)   On the Closing  Date,  Utix will convert Two Million
Four Hundred and Sixty Five  Thousand Five Hundred  ($2,465,500)  Dollars of the
outstanding  Loans into shares of Common Stock at the conversion  rate of $0.125
per share.  Each Debtholder shall be issued the number of shares of Common Stock
as is set forth on  SCHEDULE  E hereto.  The  shares  to be issued  pursuant  to
Sections  2(a)(i),  2(a)(ii)  shall be  collectively  referred  to herein as the
"CONVERSION SHARES".

                     (iii)  On the Closing Date, in addition to the shares to be
issued to the Investors  pursuant to Sections  2(a)(i),  and 2(a)(ii)  above, in
further  consideration for the Investor's  agreement herein, Utix will issue the
Debtholder  Warrants  to the  Debtholders  to purchase  an  aggregate  of Thirty
Million Eight Hundred and Eighteen Thousand Seven Hundred

                                      -2-
<PAGE>


and Fifty (30,818,750) shares of Common Stock (the "DEBTHOLDER WARRANT SHARES").
Each  Debtholder  shall be issued a New Warrant to purchase the number of shares
of Common Stock as is set forth on SCHEDULE F hereto.

                     (iv)   On the Closing Date, any accrued and unpaid interest
on the Loans shall be paid for the period ending December 31, 2005.

              (b)    WARRANTHOLDERS  - ISSUANCE  OF  RESTATED  WARRANTS.  On the
Closing Date,  Utix, in exchange for each  Investor's  Original  Warrants,  will
issue  Restated  Warrants to each  Warrantholder  to purchase  an  aggregate  of
17,142,293  shares  of  Common  Stock  (the  "RESTATED  WARRANT  SHARES").  Each
Warrantholder  shall be issued a  Restated  Warrant  to  purchase  the number of
shares as is set forth on SCHEDULE G hereto.

       3.     WARRANTIES  AND  REPRESENTATIONS  OF  UTIX.  In  order  to  induce
Investors to enter into this  Agreement in settlement of the  Investor's  Claims
(assuming full and complete  performance by Utix of its obligations  hereunder),
Utix hereby represents and warrants to the Investors as follows:

              (a)    ORGANIZATION,  GOOD STANDING AND  QUALIFICATION.  Utix is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware, and has all requisite corporate power and authority to
own and  operate  its  assets  and  properties  and to carry on its  current  or
contemplated  business.  Utix is duly  qualified to transact  business and is in
good standing in each jurisdiction wherein the properties owned or leased or the
business transacted by Utix makes such qualification to do business as a foreign
corporation  necessary,  except  where  the  failure  to so  qualify  could  not
reasonably  be  expected  to have a material  adverse  effect on the  condition,
financial or otherwise, results of operations, business, prospects or properties
of Utix.

              (b)    CAPITALIZATION.  As of the Closing Date  (exclusive  of the
securities issued pursuant to the Special  Situations  financing and hereunder),
Utix  has  presplit(A)  37,413,467  outstanding  shares  of  common  stock,  (B)
75,000,000  outstanding  options to  purchase  shares of its common  stock,  (C)
30,134,586  outstanding warrants to purchase shares of its common stock, and (D)
except as set forth on Schedules to this Agreement,  no convertible  securities,
or other  rights,  calling  for the  issuance  of  shares  of its  common  stock
(collectively,  the "UTIX SECURITIES"). The Utix Securities have, as applicable,
been duly  authorized and validly issued and are fully paid and  non-assessable,
have been issued and sold in compliance with  applicable  securities laws of the
United  States and  jurisdictions  thereof and any other  applicable  securities
laws, and were not issued in violation of any preemptive rights, rights of first
refusal  or other  similar  rights  granted by Utix.  There are no  shareholders
agreements,  voting  agreements or other similar  agreements with respect to the
outstanding  shares of common  stock of Utix to which Utix is a party or, to the
knowledge of Utix (having undertaken no independent  investigation),  between or
among any of Utix's stockholders.

                                      -3-
<PAGE>


              (c)    POWER AND  AUTHORITY.  All corporate  action on the part of
Utix  and  its   officers,   directors  and   stockholders   necessary  for  the
authorization,  execution and delivery of this Agreement, the Conversion Shares,
the Debtholder  Warrants,  the Restated Warrants,  the Debtholder Warrant Shares
and the Restated Warrant Shares (collectively,  the "Restructuring Securities"),
the performance of all  obligations of Utix hereunder and thereunder,  have been
taken or will be taken,  as required.  The  Conversion  Shares,  the  Debtholder
Warrants and the Restated Warrants have been duly executed and delivered by Utix
and constitute the valid and legally binding obligations of Utix, enforceable in
accordance with their terms.

              (d)    VALID ISSUANCE OF SECURITIES.

                     (i)    The Conversion Shares, the Debtholder Warrant Shares
and Restated  Warrant Shares when issued,  sold and delivered in accordance with
the terms hereof, for the consideration  expressed herein, and therein,  will be
duly and validly issued,  fully paid and non-assessable and free of any liens or
encumbrances created by Utix.

                     (ii)   After  the  Amendment  and  the  Reverse  Split  (as
defined in Section 5(k) herein),  the Conversion  Shares, the Debtholder Warrant
Shares  and  Restated  Warrant  Shares  will be duly and  validly  reserved  for
issuance upon conversion of the Loans in accordance with Section 2(a) hereof and
upon exercise of the  Debtholder  Warrants and the Restated  Warrants,  and upon
issuance  in  accordance  with the terms of this  Agreement  and the  Debtholder
Warrants and Restated  Warrants,  will be fully paid and non-assessable and will
be free of  restrictions  on transfer other than  restrictions on transfer under
applicable  state and federal  securities  laws. No preemptive  right,  right of
first refusal granted by Utix, or other similar right exists with respect to the
Conversion  Shares, the Debtholder Warrant Shares or Restated Warrant Shares, or
the issuance and sale thereof.

                     (iii)  Utix  understands and  acknowledges  the potentially
dilutive effect to its common stock upon the issuance of the Conversion  Shares,
the Debtholder  Warrant  Shares and the Restated  Warrant  Shares.  Utix further
acknowledges that its obligation to issue the Conversion  Shares, the Debtholder
Warrant Shares and the Restated Warrant Shares in accordance with this Agreement
and the terms of the Debtholder  Warrants and the Restated  Warrants is absolute
and unconditional, regardless of the dilutive effect that such issuance may have
on the ownership interests of other stockholders of Utix.

              (e)    GOVERNMENTAL  CONSENTS.  No  consent,  approval,  order  or
authorization of, or registration,  qualification,  designation,  declaration or
filing with, any federal, regional, state or local governmental authority on the
part of Utix is required in connection with Utix's  authorization,  issuance and
sale of the Conversion  Shares,  the  Debtholder  Warrant Shares or the Restated
Warrant Shares, and the transactions contemplated by this Agreement,  except for
filings,  if any,  required  pursuant to applicable state securities or Blue Sky
laws,  which  filings will be made within the required  statutory or  regulatory
periods,  and any filing pursuant to Regulation D of the Securities and Exchange
Commission,  which filing, if made, will be made

                                      -4-
<PAGE>


within fifteen (15) days of the Closing Date.

              (f)    LITIGATION.  There is no action, suit, claim, proceeding or
investigation  pending or, to Utix's knowledge,  threatened  against Utix, which
could reasonably be expected to have a material adverse effect on the condition,
financial or otherwise, results of operations, business, prospects or properties
of Utix. Utix is not, and to Utix's knowledge (having  undertaken no independent
investigation),  no founder,  director,  officer or key  employee is, a party or
subject to the provisions of any order, writ, injunction,  judgment or decree of
any court or  government  agency or  instrumentality  that could  reasonably  be
expected  to have a  material  adverse  effect on the  condition,  financial  or
otherwise, results of operations, business, prospects or properties of Utix.

       4.     WARRANTIES AND  REPRESENTATIONS  OF THE  INVESTORS.  Each Investor
hereby, as to itself only and for no other Investor,  represents and warrants to
Utix as follows:

              (a)    ORGANIZATION;  AUTHORITY. Such Investor is an individual or
entity duly organized,  validly  existing and in good standing under the laws of
the jurisdiction of its organization with the requisite corporate or partnership
power  and  authority  to  enter  into  and  to  consummate   the   transactions
contemplated  by this  Agreement  and  otherwise  to carry  out its  obligations
hereunder  and  thereunder.  The  acceptance of the  Restructuring  as set forth
herein  has been duly  authorized  by all  necessary  action on the part of such
Investor.  This  Agreement has been duly executed and delivered by such Investor
and constitutes the valid and binding  obligation of such Investor,  enforceable
against it in accordance with its terms.

              (b)    INVESTMENT   INTENT.   Such   Investor  is  acquiring   the
Conversion Shares, as principal for its own account for investment purposes only
and not with a view to or for  distributing or reselling such Conversion  Shares
or any part thereof,  without  prejudice,  however,  to such  Investor's  right,
subject to the provisions of this  Agreement,  at all times to sell or otherwise
dispose of all or any part of such  Conversion  Shares  pursuant to an effective
registration  statement under the Securities Act or under an exemption from such
registration  and in compliance  with  applicable  federal and state  securities
laws.  Nothing  contained herein shall be deemed a representation or warranty by
such  Investor  to hold the  Conversion  Shares  for any  period  of time.  Such
Investor does not have any agreement or  understanding,  directly or indirectly,
with any Person to distribute  any of the Conversion  Shares.  "PERSON" means an
individual, corporation, partnership, limited liability company, trust, business
trust,  association,  joint stock company,  joint venture,  sole proprietorship,
unincorporated organization,  governmental authority or any other form of entity
not specifically listed herein.

              (c)    INVESTOR STATUS.  At the time such Investor was offered the
Conversion Shares, the Debtholder  Warrants and Restated Warrants it was, and at
the date hereof it is, an "accredited  investor" as defined in Rule 501(a) under
the Securities Act.

              (d)    EXPERIENCE OF SUCH INVESTOR. Such Investor, either alone or
together  with its  representatives,  has  such  knowledge,  sophistication  and
experience in business and financial

                                      -5-
<PAGE>


matters,  including  investments  in  entities  that are listed on the "Over the
Counter Bulletin Board",  so as to be capable of evaluating the merits and risks
of  the  prospective  investment  in the  Restructuring  Securities  and  has so
evaluated  the merits and risks of such  investment.  Such Investor is (i) aware
that the volume of the trading market for the Conversion  Shares, the Debtholder
Warrant Shares and the Restated Warrant Shares is limited or may be non-existent
for a period of time;  and (ii) able to bear the economic  risk of an investment
in the Restructuring  Securities,  and, at the present time, is able to afford a
complete loss of such investment.

              (e)    ACCESS TO INFORMATION.  Such Investor  acknowledges that it
has been  afforded (i) the  opportunity  to ask such  questions as it has deemed
necessary of, and to receive  answers from,  representatives  of Utix concerning
the  terms and  conditions  of the  Restructuring  and the  merits  and risks of
investing in the Restructuring Securities; (ii) access to information about Utix
and  its  respective  financial  condition,  results  of  operations,  business,
properties,  management  and  prospects  sufficient to enable it to evaluate its
investment; and (iii) the opportunity to obtain such additional information that
Utix  possesses or can acquire  without  unreasonable  effort or expense that is
necessary  to  make  an  informed   investment  decision  with  respect  to  the
Restructuring.  Neither such inquiries nor any other investigation  conducted by
or on behalf of such  Investor or its  representatives  or counsel shall modify,
amend or  affect  such  Investor's  right  to rely on the  truth,  accuracy  and
completeness  of  Utix's   representations  and  warranties  contained  in  this
Agreement.

       5.     COVENANTS OF UTIX.  Utix  covenants  and agrees with  Investors as
follows:

              (a)    STOP ORDERS. Utix will advise Investors,  promptly after it
receives  notice of issuance by the  Securities  and  Exchange  Commission  (the
"COMMISSION"), any state securities commission or any other regulatory authority
of any stop order or of any order  preventing or suspending  any offering of any
securities of Utix,  or of the  suspension  of the  qualification  of the common
stock of Utix for offering or sale in any jurisdiction, or the initiation of any
proceeding for any such purpose.

              (b)    LISTING. Utix will maintain the listing or quotation of its
common stock on the American Stock  Exchange,  Nasdaq  SmallCap  Market,  Nasdaq
National Market System, Bulletin Board, or New York Stock Exchange (whichever of
the  foregoing is at the time the principal  trading  exchange or market for the
shares of common stock of Utix (the "PRINCIPAL MARKET")), and will comply in all
respects with its reporting,  filing and other  obligations  under the bylaws or
rules of the Principal Market,  as applicable.  Utix will provide Investors with
copies of all notices it receives  notifying  Utix of the  threatened and actual
delisting of its common stock from any Principal  Market. As of the date of this
Agreement,  the Bulletin Board is and will be the Principal  Market.

              (c)    MARKET REGULATIONS.  Utix shall notify the Commission,  the
Principal  Market and applicable  state  authorities,  in accordance  with their
requirements, of the transactions contemplated by this Agreement, and shall take
all other  necessary  action and proceedings as may be required and permitted by
applicable  law, rule and  regulation,  for the legal and valid

                                      -6-
<PAGE>


issuance of the Conversion Shares, the Debenture Warrant Shares and the Restated
Warrant  Shares to Investors and promptly  provide  copies thereof to Investors.

              (d)    REPORTING REQUIREMENTS. From the date of this Agreement and
until the sooner of (i) two (2) years after the Closing  Date, or (ii) until all
the Conversion  Shares, the Debtholder Warrant Shares and the New Warrant Shares
have been resold or  transferred by the Investors  pursuant to the  Registration
Statement  (as defined in Section 8(a) hereof) or pursuant to Rule 144,  without
regard to volume limitation, Utix will (A) cause its common stock to continue to
be  registered  under  Section 12(b) or 12(g) of the 1934 Act, (B) comply in all
material respects with its reporting and filing  obligations under the 1934 Act,
(C) comply with all reporting requirements that are applicable to an issuer with
a class of shares registered pursuant to Section 12(b) or 12(g) of the 1934 Act,
as applicable,  and (D) comply with all requirements related to any registration
statement filed pursuant to this  Agreement.  Utix will use its best efforts not
to take any action or file any  document  (whether or not  permitted by the 1933
Act or the 1934 Act or the  rules  thereunder)  to  terminate  or  suspend  such
registration  or to terminate or suspend its  reporting  and filing  obligations
under said acts until three (3) years after the Closing  Date.  Until the resale
of the Conversion  Shares, the Debtholder Warrant Shares or the Restated Warrant
Shares by  Investors,  Utix will use its best efforts to continue the listing or
quotation  of its common  stock on a  Principal  Market  and will  comply in all
respects with its reporting,  filing and other  obligations  under the bylaws or
rules of the Principal Market.  Utix agrees to timely file a Form D with respect
to the Conversion  Shares if required  under  Regulation D and to provide a copy
thereof to Investors  promptly  after such filing.

              (e)    TAXES. From the date of this Agreement and until the sooner
of (i) three (3) years after the Closing Date, or (ii) until all the  Conversion
Shares,  the Debtholder Warrant Shares and the Restated Warrant Shares have been
resold or transferred by the Investors  pursuant to the  Registration  Statement
(as defined in Section 8(a) hereof) or pursuant to Rule 144,  without  regard to
volume  limitations,  Utix will promptly pay and discharge,  or cause to be paid
and  discharged,  when  due and  payable,  all  lawful  taxes,  assessments  and
governmental  charges or levies  imposed upon the income,  profits,  property or
business of Utix; PROVIDED,  HOWEVER,  that any such tax, assessment,  charge or
levy need not be paid if the validity  thereof  shall  currently be contested in
good faith by  appropriate  proceedings  and if Utix shall have set aside on its
books adequate reserves with respect thereto, and provided,  further,  that Utix
will pay all such  taxes,  assessments,  charges  or levies  forthwith  upon the
commencement  of  proceedings  to foreclose  any lien which may have attached as
security therefore.

              (f)    BOOKS  AND  RECORDS.  From the date of this  Agreement  and
until the sooner of (i) three (3) years  after the Closing  Date,  or (ii) until
all the  Conversion  Shares,  the  Debtholder  Warrant  Shares and the  Restated
Warrant Shares have been resold or transferred by the Investors  pursuant to the
Registration  Statement  (as defined in Section 8(a) hereof) or pursuant to Rule
144, without regard to volume limitations, Utix will keep true records and books
of account in which full,  true and correct entries will be made of all dealings
or  transactions  in relation to its  business  and affairs in  accordance  with
generally accepted accounting principles applied on a consistent basis.

                                      -7-
<PAGE>


              (g)    GOVERNMENTAL  AUTHORITIES.  From the date of this Agreement
and until the  sooner of (i) three (3) years  after the  Closing  Date,  or (ii)
until all the Conversion  Shares, the Debtholder Warrant Shares and the Restated
Warrant Shares have been resold or transferred by the Investors  pursuant to the
Registration  Statement  (as defined in Section 8(a) hereof) or pursuant to Rule
144, without regard to volume  limitations,  Utix shall duly observe and conform
in all material respects to all valid  requirements of governmental  authorities
relating to the  conduct of its  business or to its  properties  or assets.

              (h)    INTELLECTUAL PROPERTY.  From the date of this Agreement and
until the sooner of (i) three (3) years  after the Closing  Date,  or (ii) until
all the  Conversion  Shares,  the  Debtholder  Warrant  Shares and the  Restated
Warrant Shares have been resold or transferred by the Investors  pursuant to the
Registration  Statement  (as defined in Section 8(a) hereof) or pursuant to Rule
144, without regard to volume limitations, Utix shall maintain in full force and
effect its corporate existence, rights and franchises and all licenses and other
rights to use  intellectual  property  owned or possessed  by it and  reasonably
deemed to be necessary to the conduct of its business.

              (i)    PROPERTIES.  From the date of this  Agreement and until the
sooner of (i) three (3) years  after the  Closing  Date,  or (ii)  until all the
Conversion Shares, the Debtholder Warrant Shares and the Restated Warrant Shares
have been resold or  transferred by the Investors  pursuant to the  Registration
Statement  (as defined in Section 8(a) hereof) or pursuant to Rule 144,  without
regard to volume  limitations,  Utix will keep its  properties  in good  repair,
working order and condition, reasonable wear and tear excepted, and from time to
time make all necessary and proper repairs,  renewals,  replacements,  additions
and improvements  thereto; and Utix will at all times comply with each provision
of all leases to which it is a party or under which it occupies  property if the
breach of such provision could reasonably be expected to have a material adverse
effect on Utix's operations.

              (j)    NON-PUBLIC  INFORMATION.  Utix  covenants  and agrees  that
neither it nor any other person  acting on its behalf will provide the Investors
or its agents or counsel with any  information  that Utix  believes  constitutes
material non-public  information,  unless prior thereto the Investors shall have
agreed in writing to receive such  information.  Utix  understands  and confirms
that  the  Investors  shall  be  relying  on the  foregoing  representations  in
effecting transactions in securities of Utix.

              (k)    INFORMATION STATEMENT. Utix shall take all action necessary
to  effectuate  an  amendment  to  its  Amended  and  Restated   Certificate  of
Incorporation  increasing  the  number of shares  of Common  Stock  that Utix is
authorized to issue to 375,000,000 (the  "AMENDMENT") and a one-for-100  reverse
split of Utix's Common Stock (the "REVERSE  SPLIT") as promptly as  practicable.
In connection therewith, assuming Utix obtains the written consent of a majority
of its shareholders,  Utix will promptly prepare and file with the Commission an
information  statement  and,  after  receiving  and promptly  responding  to any
comments  of the  Commission  thereon,  shall  promptly  mail  such  information
statement to Utix's  stockholders (as so mailed,  the "INFORMATION  STATEMENT").
Each  Investor  shall  promptly  furnish  in  writing  to Utix such  information
relating to such  Investor  and its  investment  in Utix as Utix may  reasonably
request

                                      -8-
<PAGE>


for inclusion in the  Information  Statement and, if requested,  shall provide a
stockholder  consent to the  Amendment and the Reverse  Split.  Utix will comply
with  Section  14(c) of the 1934 Act and the  rules  promulgated  thereunder  in
relation to the Information Statement,  and the Information Statement shall not,
on the  date  that  the  Information  Statement  (or any  amendment  thereof  or
supplement  thereto) is first  mailed to  stockholders,  or at the time that the
Amendment or Reverse Split is effectuated,  contain any statement  which, at the
time and in light of the  circumstances  under  which it was  made,  is false or
misleading  with  respect  to any  material  fact,  or which  omits to state any
material  fact  necessary in order to make the  statements  therein not false or
misleading  or necessary to correct any  statement in any earlier  communication
with respect to same subject  matter  which has become false or  misleading.  If
Utix should discover at any time prior to the  effectuation of the Amendment and
the  Reverse  Split,  any  event  relating  to Utix or any of  their  respective
affiliates,  officers  or  directors  that  is  required  to be set  forth  in a
supplement or amendment to the Information Statement,  in addition to the Utix's
obligations under the 1934 Act, Utix will promptly inform the Investors thereof.

       6.     OTHER AGREEMENTS OF THE PARTIES.

              (a)    TRANSFER   RESTRICTIONS.   The   Conversion   Shares,   the
Debtholder  Warrant Shares and the Restated  Warrant Shares may only be disposed
of pursuant to an effective  registration  statement under the Securities Act or
pursuant to an available  exemption from the  registration  requirements  of the
Securities Act, and in compliance with any applicable  state securities laws. In
connection with any transfer of the Conversion  Shares,  the Debtholder  Warrant
Shares and the  Restated  Warrant  Shares  other than  pursuant to an  effective
registration  statement  or to  Utix  or  pursuant  to Rule  144(k),  except  as
otherwise set forth herein,  Utix may require the  transferor to provide to Utix
an opinion of counsel selected by the transferor (with the costs associated with
the  production of such opinion borne by Utix),  the form and substance of which
opinion  shall be  reasonably  satisfactory  to Utix,  to the  effect  that such
transfer does not require registration under the Securities Act. Notwithstanding
the  foregoing,  Utix hereby  consents to and agrees to register on the books of
Utix and with its Transfer Agent,  without any such legal opinion,  any transfer
of the Conversion  Shares, the Debtholder Warrant Shares or the Restated Warrant
Shares by an  Investor  to an  Affiliate  of such  Investor,  provided  that the
transferee  certifies to Utix that it is an "accredited  investor" as defined in
Rule 501(a) under the  Securities  Act. In addition,  if an Investor  reasonably
believes  that a  transfer  may  be  made  in  compliance  with  the  rules  and
regulations  of the  Commission,  the  Investor  may  request a transfer  of the
Conversion Shares, the Debtholder Warrant Shares and the Restated Warrant Shares
without   obtaining  such  legal   opinion,   but  Utix  (if  it  is  unsure  of
transferability)  may itself seek a legal opinion  before being required to take
any action.

              The Investors agree to the  imprinting,  so long as is required by
this Section 6, of the following legend on any Conversion Shares, the Debtholder
Warrant Shares or the Restated Warrant Shares:

                                      -9-
<PAGE>


       THESE  SECURITIES  HAVE  NOT BEEN  REGISTERED  WITH  THE  SECURITIES  AND
       EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE
       UPON AN EXEMPTION FROM REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS
       AMENDED (THE "SECURITIES ACT"), AND,  ACCORDINGLY,  MAY NOT BE OFFERED OR
       SOLD EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE
       SECURITIES  ACT OR  PURSUANT  TO AN  AVAILABLE  EXEMPTION  FROM,  OR IN A
       TRANSACTION  NOT  SUBJECT  TO,  THE  REGISTRATION   REQUIREMENTS  OF  THE
       SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE  STATE  SECURITIES LAWS.
       NOTWITHSTANDING  THE  FOREGOING,  THESE  SECURITIES  MAY  BE  PLEDGED  IN
       CONNECTION  WITH A BONA FIDE  MARGIN  ACCOUNT OR OTHER LOAN OR  FINANCING
       ARRANGEMENT SECURED BY SUCH SECURITIES.

       Certificates  evidencing the Conversion  Shares,  the Debtholder  Warrant
Shares and the  Restated  Warrant  Shares  shall not be required to contain such
legend or any other  legend  (i) while a  Registration  Statement  covering  the
resale of such Conversion Shares, the Debtholder Warrant Shares and the Restated
Warrant Shares is effective under the Securities Act, or (ii) following any sale
of such Conversion Shares, the Debtholder Warrant Shares or the Restated Warrant
Shares pursuant to Rule 144, or (iii) if such Conversion  Shares, the Debtholder
Warrant  Shares or the Restated  Warrant Shares are eligible for sale under Rule
144(k),  or (iv) if (in the  written  opinion of  competent  securities  counsel
rendered to Utix, with the costs  associated with the production of such opinion
borne by Utix) such legend is not required under applicable  requirements of the
Securities Act (including judicial  interpretations and pronouncements issued by
the  Commission).  Following  the  Effective  Date or at such  earlier time as a
legend is no longer  required  for certain  Conversion  Shares,  the  Debtholder
Warrant Shares or the Restated Warrant Shares, Utix will no later than three (3)
Trading Days following the delivery by an Investor to Utix or the Transfer Agent
of a legended certificate  representing such Conversion Shares, deliver or cause
to be delivered to such  Investor a  certificate  representing  such  Conversion
Shares,  Debtholder Warrant Shares or Restated Warrant Shares that are free from
all restrictive and other legends. Utix may not make any notation on its records
or give instructions to any transfer agent of Utix that enlarge the restrictions
on transfer set forth in this Section.

              (b)    SECURITIES LAWS DISCLOSURE;  PUBLICITY.  Utix shall, on the
Closing  Date or as  soon  as  reasonably  practicable,  issue  a press  release
reasonably  acceptable to the  Investors  disclosing  all material  terms of the
transactions  contemplated  hereby.  Not later than four days after the  Closing
Date, Utix shall file a Current Report on Form 8-K with the Commission (the "8-K
FILING")  describing the material terms of the transactions  contemplated by the
Transaction  Documents and including as exhibits to such Current  Report on Form
8-K this  Agreement in the form required by the Exchange Act.  Thereafter,  Utix
shall  timely  file any  filings  and  notices  required  by the  Commission  or
applicable law with respect to the transactions  contemplated hereby and provide
copies thereof to the Investors  promptly  after filing.  Except with respect to
the 8-K Filing and the press release  referenced above, Utix shall, at least two
Trading Days prior to the filing or dissemination of any disclosure  required by
this paragraph,  provide a copy thereof


                                      -10-
<PAGE>


to the  Investors for their  review.  Utix and the Investors  shall consult with
each other in issuing any press releases or otherwise  making public  statements
or filings and other communications with the Commission or any regulatory agency
or Trading  Market with respect to the  transactions  contemplated  hereby,  and
neither  party shall  issue any such press  release or  otherwise  make any such
public statement, filing or other communication without the prior consent of the
other,  except  if such  disclosure  is  required  by law,  in  which  case  the
disclosing  party shall  promptly  provide the other party with prior  notice of
such  public  statement,  filing  or other  communication.  Notwithstanding  the
foregoing, Utix shall not publicly disclose the name of any Investor, or include
the name of any  Investor in any filing with the  Commission  or any  regulatory
agency or Trading  Market,  without the prior written  consent of such Investor,
except  to  the  extent  such  disclosure  is  required  by  law  or  applicable
regulations, in which case Utix shall provide the Investors with prior notice of
such  disclosure.  Utix  shall  not,  and  shall  cause  each  of its  officers,
directors,  employees and agents not to,  provide any Investor with any material
nonpublic  information  regarding Utix or any of its Subsidiaries from and after
the  filing of the 8-K  Filing  without  the  express  written  consent  of such
Investor. In the event of a breach of the foregoing covenant by Utix, any of its
Subsidiaries, or any of its or their respective officers,  directors,  employees
and  agents,  in  addition  to  any  other  remedy  provided  herein  or in  the
Transaction  Documents,  a  Investor  shall  have  the  right  to make a  public
disclosure,  in the form of a press release,  public advertisement or otherwise,
of such material nonpublic  information  without the prior approval by Utix, its
Subsidiaries, or any of its or their respective officers,  directors,  employees
or agents.  No Investor  shall have any  liability to Utix or any its  officers,
directors, employees, stockholders or agents for any such disclosure. Subject to
the  foregoing,  neither Utix nor any Investor shall issue any press releases or
any other  public  statements  with  respect  to the  transactions  contemplated
hereby;  provided,  however,  that Utix  shall be  entitled,  without  the prior
approval of any Investor,  to make any press release or other public  disclosure
with respect to such  transactions  (i) in substantial  conformity  with the 8-K
Filing and contemporaneously therewith and (ii) as is required by applicable law
and regulations  (provided that in the case of clause (i) each Investor shall be
consulted  by Utix in  connection  with any such press  release or other  public
disclosure prior to its release).  Each press release disseminated during the 12
months  preceding  the date of this  Agreement  did not at the  time of  release
contain any untrue statement of a material fact or omit to state a material fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in  light  of  the  circumstances  under  which  they  are  made,  not
misleading.

       7.     CONDITIONS.

              (a)    CONDITIONS  PRECEDENT TO THE  OBLIGATIONS OF THE INVESTORS.
The obligation of each Investor to accept the Conversion  Shares, the Debtholder
Warrants and the Restated Warrants in settlement of the Investors' Claims and in
connection  with  the  Restructuring  on the  Closing  Date  is  subject  to the
satisfaction or waiver by such Investor,  on or before the Closing Date, of each
of the following conditions:

                     (i)    REPRESENTATIONS AND WARRANTIES.  The representations
and  warranties  of Utix  contained  herein  shall  be true and  correct  in all
material  respects as of the date when made on the Closing  Date, as though made
on such date; and

                                      -11-
<PAGE>


                     (ii)   PERFORMANCE.

                            (A)    Utix shall  deliver or cause to be  delivered
to each Debtholder: (1) the Conversion Shares, and (2) the Debtholder Warrants.

                            (B)    Utix shall  deliver or cause to be  delivered
to each Warrantholder: (1) the Restated Warrants.

                            (C)    Utix  shall  pay  any   accrued   and  unpaid
interest on the Loans for the period ending December 31, 2005.

              (b)    CONDITIONS  PRECEDENT  TO  THE  OBLIGATIONS  OF  UTIX.  The
obligation of Utix to issue the Conversion Shares,  the Debtholder  Warrants and
the  Restated  Warrants at the Closing  Date is subject to the  satisfaction  or
waiver  by  Utix,  at or  before  the  Closing  Date,  of each of the  following
conditions:

                     (i)    REPRESENTATIONS AND WARRANTIES.  The representations
and  warranties of the Investors  contained  herein shall be true and correct in
all material respects as of the date when made and as of the applicable  Closing
Date as though made on and as of such date; and

                     (ii)   PERFORMANCE.

                            (A)    Each Debtholder shall deliver to Utix, his or
its  original  promissory  notes  (or  debentures,  as the  case  may be) in the
Principal Amount of the Loans marked "cancelled."

                            (B)    Each Warrantholder shall deliver to Utix, his
or its Original Warrant marked "cancelled."

       8.     REGISTRATION RIGHTS.

              (a)    PIGGY-BACK  REGISTRATION.  If Utix at any time  proposes to
register any of its securities under the Securities Act of 1933, as amended (the
"1933  ACT") for sale to the  public,  whether  for its own  account  or for the
account of other security  holders or both,  except with respect to registration
statements on Forms S-4, S-8 or another form not available for  registering  the
Conversion Shares, the Debtholder Warrant Shares and the Restated Warrant Shares
(the Conversion  Shares,  the Debtholder Warrant Shares and the Restated Warrant
Shares, being referred to in this Section 8 as the "REGISTRABLE SECURITIES") for
sale to the  public,  provided  the  Registrable  Securities  are not  otherwise
registered  for resale by the  Investor  pursuant to an  effective  registration
statement, each such time it will give at least 30 days' prior written notice to

                                      -12-
<PAGE>


the record  holder of the  Registrable  Securities  of its  intention.  Upon the
written  request  of the  Investor,  received  by Utix  within 20 days after the
giving  of any  such  notice  by  Utix,  to  register  any  of  the  Registrable
Securities, Utix will cause such Registrable Securities as to which registration
shall have been so requested to be included with the securities to be covered by
the  registration  statement  proposed  to be filed by Utix  (the  "REGISTRATION
STATEMENT"),  all to the extent required to permit the sale or other disposition
of the  Registrable  Securities so registered by the holder of such  Registrable
Securities (the "SELLER").  In the event that any registration  pursuant to this
Section 8(a) shall be, in whole or in part, an  underwritten  public offering of
common  stock of Utix,  the  number of shares of  Registrable  Securities  to be
included in such an underwriting  may be reduced by the managing  underwriter if
and to the  extent  that Utix and the  underwriter  shall  reasonably  be of the
opinion  that  such  inclusion  would  adversely  affect  the  marketing  of the
securities to be sold by Utix therein; provided, however, that Utix shall notify
the Seller in  writing  of any such  reduction.  Utix may  withdraw  or delay or
suffer a delay of any  Registration  Statement  referred to in this Section 8(a)
without thereby incurring any liability to the Seller.

              (b)    REGISTRATION  PROCEDURES.  If and whenever Utix is required
by the provisions hereof to effect the registration of any shares of Registrable
Securities under the 1933 Act, Utix will, as expeditiously as possible:


                     (i)    prepare and file with the  Commission a Registration
                            Statement  with respect to such  securities  and use
                            its  best   efforts  to  cause   such   Registration
                            Statement  to become  and remain  effective  for the
                            period  of  the  distribution  contemplated  thereby
                            (determined  as  herein   provided),   and  promptly
                            provide to the  Sellers  copies of all  filings  and
                            Commission letters of comment;

                     (ii)   prepare and file with the Commission such amendments
                            and supplements to such  Registration  Statement and
                            the prospectus  used in connection  therewith as may
                            be  necessary  to keep such  Registration  Statement
                            effective  until the latest  of: (i) all  Conversion
                            Shares,   Debtholder  Warrant  Shares  and  Restated
                            Warrant  Shares have been resold or  transferred  by
                            the   Investors   pursuant   to   the   Registration
                            Statement;  or (ii) two years after the Closing Date
                            and comply with the  provisions of the 1933 Act with
                            respect to the disposition of all of the Registrable
                            Securities covered by such Registration Statement in
                            accordance  with the  Seller's  intended  method  of
                            disposition set forth in such Registration Statement
                            for such period;

                     (iii)  use commercially  reasonable  efforts to comply with
                            all   applicable   rules  and   regulations  of  the
                            Commission  under  the


                                      -13-
<PAGE>


                            1933  Act  and  the  1934  Act,  including,  without
                            limitation,  Rule 172 under  the 1933 Act,  file any
                            final   prospectus,   including  any  supplement  or
                            amendment thereof,  with the Commission  pursuant to
                            Rule 424  under the 1933 Act,  promptly  inform  the
                            Investors  in writing if, at any time  during  which
                            the Registration  Statement is effective,  Utix does
                            not satisfy  the  conditions  specified  in Rule 172
                            and, as a result thereof, the Investors are required
                            to  deliver  a  prospectus  in  connection  with any
                            disposition of Registrable  Securities and take such
                            other  actions  as may be  reasonably  necessary  to
                            facilitate  the   registration  of  the  Registrable
                            Securities hereunder;

                     (iv)   use its best  efforts to  register  or  qualify  the
                            Sellers'  Registrable  Securities  covered  by  such
                            Registration Statement under the securities or "blue
                            sky" laws of such jurisdictions as the Seller and in
                            the case of an  underwritten  public  offering,  the
                            managing   underwriter  shall  reasonably   request,
                            provided,  however, that Utix shall not for any such
                            purpose be required to qualify generally to transact
                            business   as   a   foreign   corporation   in   any
                            jurisdiction  where  it is  not so  qualified  or to
                            consent  to  general  service of process in any such
                            jurisdiction;

                     (v)    list  the  Registrable  Securities  covered  by such
                            Registration  Statement with any securities exchange
                            on which the Common Stock of Utix is then listed;

                     (vi)   immediately  notify the Seller and each  underwriter
                            under such Registration Statement at any time when a
                            prospectus   relating  thereto  is  required  to  be
                            delivered  under the 1933 Act, of the  happening  of
                            any event of which Utix has knowledge as a result of
                            which the prospectus  contained in such Registration
                            Statement,  as then in  effect,  includes  an untrue
                            statement  of a  material  fact or  omits to state a
                            material  fact  required  to be  stated  therein  or
                            necessary  to  make  the   statements   therein  not
                            misleading  in  light  of  the  circumstances   then
                            existing;

                     (vii)  make  available for  inspection  by the Seller,  any
                            underwriter   participating   in  any   distribution
                            pursuant  to such  Registration  Statement,  and any
                            attorney,  accountant or other agent retained by the
                            Seller  or  underwriter,   all  publicly  available,
                            non-confidential   financial   and  other   records,
                            pertinent  corporate  documents  and  properties  of
                            Utix, and cause Utix's officers,

                                      -14-
<PAGE>


                            directors  and  employees  to  supply  all  publicly
                            available,  non-confidential  information reasonably
                            requested  by  the  seller,  underwriter,  attorney,
                            accountant   or  agent  in   connection   with  such
                            Registration Statement;

                     (viii) In connection with each registration hereunder,  the
                            Seller  will   furnish  to  Utix  in  writing   such
                            information and representation  letters with respect
                            to itself  and the  proposed  distribution  by it as
                            reasonably  shall be  necessary  in order to  assure
                            compliance   with  federal  and   applicable   state
                            securities    laws.   In   connection    with   each
                            registration  pursuant to Section  8(a)  covering an
                            underwritten  public  offering,  Utix and the Seller
                            agree to enter  into a  written  agreement  with the
                            managing  underwriter  in such  form and  containing
                            such  provisions as are customary in the  securities
                            business  for  such  an  arrangement   between  such
                            underwriter   and   companies  of  Utix's  size  and
                            investment stature.

              (c)    EXPENSES.  All expenses  incurred by Utix in complying with
Section 8, including,  without  limitation,  all  registration  and filing fees,
printing  expenses,  fees and  disbursements  of counsel and independent  public
accountants for Utix, expenses  (including  reasonable counsel fees) incurred in
connection with complying with state  securities or "blue sky" laws, fees of the
National  Association  of Securities  Dealers,  Inc.,  transfer  taxes,  fees of
transfer agents and registrars,  and costs of insurance are called "REGISTRATION
EXPENSES".  All underwriting discounts and selling commissions applicable to the
sale  of  Registrable  Securities  are  called  "SELLING  EXPENSES".  Except  as
otherwise  provided in this paragraph 8(c), the Seller shall pay the fees of its
own counsel, if any. Utix will pay all Registration  Expenses in connection with
the  Registration  Statement under Section 8. All Selling Expenses in connection
with each  Registration  Statement  under Section 8 shall be borne by the Seller
and may be  apportioned  among the Sellers in proportion to the number of shares
sold by the Seller relative to the number of shares sold under such Registration
Statement or as all Sellers thereunder may agree.

              (d)    INDEMNIFICATION AND CONTRIBUTION.

                     (i)    In the event of a  registration  of any  Registrable
                            Securities under the 1933 Act pursuant to Section 8,
                            Utix will  indemnify  and hold  harmless the Seller,
                            each  officer of the  Seller,  each  director of the
                            Seller,   each   underwriter  of  such   Registrable
                            Securities thereunder and each other person, if any,
                            who controls such Seller or  underwriter  within the
                            meaning of the 1933 Act, against any losses, claims,
                            damages or liabilities,  joint or several,  to which
                            the  Seller,  or  such  underwriter  or  controlling
                            person  may  become  subject  under  the 1933 Act or
                            otherwise,


                                      -15-
<PAGE>


                            insofar   as  such   losses,   claims,   damages  or
                            liabilities  (or actions in respect  thereof)  arise
                            out of or are based  upon any  untrue  statement  or
                            alleged  untrue   statement  of  any  material  fact
                            contained in any Registration  Statement under which
                            such Registrable Securities was registered under the
                            1933 Act  pursuant  to  Section  8, any  preliminary
                            prospectus or final prospectus contained therein, or
                            any amendment or supplement thereof, or arise out of
                            or are based upon the  omission or alleged  omission
                            to state  therein a  material  fact  required  to be
                            stated  therein or necessary to make the  statements
                            therein  not  misleading,  and  will  reimburse  the
                            Seller,   each  such   underwriter   and  each  such
                            controlling  person for any legal or other  expenses
                            reasonably  incurred  by  them  in  connection  with
                            investigating  or  defending  any such loss,  claim,
                            damage, liability or action; provided, however, that
                            Utix shall not be liable to the Seller to the extent
                            that any such damages arise out of or are based upon
                            an  untrue   statement  or  omission   made  in  any
                            preliminary  prospectus  if (i) the Seller failed to
                            send  or  deliver  a copy  of the  final  prospectus
                            delivered by Utix to the Seller with or prior to the
                            delivery of written  confirmation of the sale by the
                            Seller to the person  asserting the claim from which
                            such damages arise,  (ii) the final prospectus would
                            have  corrected  such  untrue  statement  or alleged
                            untrue   statement  or  such   omission  or  alleged
                            omission, or (iii) to the extent that any such loss,
                            claim, damage or liability arises out of or is based
                            upon an untrue statement or alleged untrue statement
                            or   omission   or  alleged   omission  so  made  in
                            conformity  with  information  furnished by any such
                            Seller,  or any such controlling  person, in writing
                            specifically for use in such Registration  Statement
                            or prospectus.

                     (ii)   In  the  event  of a  registration  of  any  of  the
                            Registrable  Securities  under the 1933 Act pursuant
                            to  Section 8, the Seller  will  indemnify  and hold
                            harmless Utix, and each person, if any, who controls
                            Utix within the meaning of the Act,  each officer of
                            Utix who  signs  the  Registration  Statement,  each
                            director of Utix,  each  underwriter and each person
                            who controls any  underwriter  within the meaning of
                            the 1933 Act, against all losses, claims, damages or
                            liabilities, joint or several, to which Utix or such
                            officer, director, underwriter or controlling person
                            may become  subject under the 1933 Act or otherwise,
                            insofar   as  such   losses,   claims,   damages  or
                            liabilities  (or actions in respect  thereof)  arise
                            out of or are based  upon any  untrue  statement  or
                            alleged  untrue


                                      -16-
<PAGE>


                            statement  of any  material  fact  contained  in the
                            Registration  Statement under which such Registrable
                            Securities  were  registered   under  the  1933  Act
                            pursuant to Section 8, any preliminary prospectus or
                            final prospectus contained therein, or any amendment
                            or supplement  thereof, or arise out of or are based
                            upon  the  omission  or  alleged  omission  to state
                            therein  a  material  fact  required  to  be  stated
                            therein or necessary to make the statements  therein
                            not  misleading,  and will  reimburse  Utix and each
                            such officer, director,  underwriter and controlling
                            person  for any legal or other  expenses  reasonably
                            incurred by them in connection with investigating or
                            defending any such loss, claim, damage, liability or
                            action,  provided,  however, that the Seller will be
                            liable hereunder in any such case if and only to the
                            extent  that  any  such  loss,   claim,   damage  or
                            liability  arises  out of or is based upon an untrue
                            statement or alleged untrue statement or omission or
                            alleged  omission  made  in  reliance  upon  and  in
                            conformity  with  information   pertaining  to  such
                            Seller,  as such,  furnished  in  writing to Utix by
                            such   Seller   specifically   for   use   in   such
                            Registration Statement or prospectus,  and provided,
                            further,  however,  that the liability of the Seller
                            hereunder  shall be  limited  to the gross  proceeds
                            received by the Seller from the sale of  Registrable
                            Securities covered by such Registration Statement.

                     (iii)  Promptly  after  receipt  by  an  indemnified  party
                            hereunder  of  notice  of  the  commencement  of any
                            action,  such indemnified party shall, if a claim in
                            respect   thereof   is  to  be  made   against   the
                            indemnifying    party    hereunder,    notify    the
                            indemnifying  party  in  writing  thereof,  but  the
                            omission so to notify the  indemnifying  party shall
                            not relieve it from any liability  which it may have
                            to such  indemnified  party  other  than  under this
                            Section  8(d) and  shall  only  relieve  it from any
                            liability  which  it may  have to  such  indemnified
                            party under this  Section  8(d),  except and only if
                            and  to  the  extent  the   indemnifying   party  is
                            prejudiced by such omission. In case any such action
                            shall be brought against any  indemnified  party and
                            it  shall  notify  the  indemnifying  party  of  the
                            commencement  thereof,  the indemnifying party shall
                            be entitled to  participate in and, to the extent it
                            shall  wish,  to assume and  undertake  the  defense
                            thereof   with   counsel    satisfactory   to   such
                            indemnified   party,  and,  after  notice  from  the
                            indemnifying  party to such indemnified party of its
                            election  so to assume  and  undertake  the  defense
                            thereof,  the indemnifying party shall not be liable
                            to such  indemnified  party under this

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                            Section  8(d) for any  legal  expenses  subsequently
                            incurred  by such  indemnified  party in  connection
                            with the defense thereof other than reasonable costs
                            of  investigation  and of  liaison  with  counsel so
                            selected, provided, however, that, if the defendants
                            in any such  action  include  both  the  indemnified
                            party and the indemnifying party and the indemnified
                            party shall have reasonably concluded that there may
                            be  reasonable  defenses  available  to it which are
                            different  from or additional to those  available to
                            the  indemnifying  party or if the  interests of the
                            indemnified   party  reasonably  may  be  deemed  to
                            conflict  with  the  interests  of the  indemnifying
                            party, the indemnified  parties shall have the right
                            to select one  separate  counsel  and to assume such
                            legal  defenses and otherwise to  participate in the
                            defense of such action, with the reasonable expenses
                            and fees of such separate counsel and other expenses
                            related to such  participation  to be  reimbursed by
                            the indemnifying party as incurred.

                     (iv)   In  order  to   provide   for  just  and   equitable
                            contribution  in the event of joint  liability under
                            the 1933 Act in any  case in  which  either  (i) the
                            Seller,  or any  controlling  person of the  Seller,
                            makes a claim for  indemnification  pursuant to this
                            Section 8(d) but it is judicially determined (by the
                            entry of a final  judgment  or  decree by a court of
                            competent jurisdiction and the expiration of time to
                            appeal or the  denial of the last  right of  appeal)
                            that such  indemnification  may not be  enforced  in
                            such case notwithstanding the fact that this Section
                            8(d) provides for  indemnification  in such case, or
                            (ii) contribution under the 1933 Act may be required
                            on the part of the Seller or  controlling  person of
                            the    Seller    in    circumstances    for    which
                            indemnification is provided under this Section 8(d);
                            then,  and in each such  case,  Utix and the  Seller
                            will  contribute  to the aggregate  losses,  claims,
                            damages or  liabilities to which they may be subject
                            (after  contribution from others) in such proportion
                            so that  the  Seller  is  responsible  only  for the
                            portion  represented  by  the  percentage  that  the
                            public  offering price of its securities  offered by
                            the  Registration  Statement  bears  to  the  public
                            offering  price of all  securities  offered  by such
                            Registration Statement,  provided, however, that, in
                            any such case,  (y) the Seller  will not be required
                            to  contribute  any  amount in excess of the  public
                            offering price of all such securities  offered by it
                            pursuant to such Registration Statement;  and (z) no
                            person    or    entity    guilty    of    fraudulent
                            misrepresentation  (within  the  meaning  of Section
                            10(f)  of  the  1933  Act)  will  be   entitled   to
                            contribution  from any


                                      -18-
<PAGE>


                            person  or  entity   who  was  not  guilty  of  such
                            fraudulent misrepresentation.

       9.     FURTHER  ASSURANCES.  Utix  hereby  agrees,  at its own  cost  and
expense,  to execute and to deliver such  additional  documents,  agreements and
instruments  and  take or  cause  to be  taken  such  additional  action  as the
Investors  may  request  in order to more fully  give  effect to the  settlement
reflected in this Agreement.

       10.    SPECIFIC  PERFORMANCE.  Utix hereby  acknowledges that irreparable
damage would occur in the event that any of the provisions of this Agreement are
not  performed  in  accordance  with  their  specific  terms,  or are  otherwise
breached.  Accordingly,  the parties agree that the Investors are entitled to an
injunction to prevent breaches of this Agreement and to enforce specifically the
terms and provisions hereof and thereof in addition to any other remedy to which
they are entitled in law or in equity.

       11.    BROKER FEES.  Utix on the one hand, and the Investors on the other
hand,  agree to indemnify the other against and hold the other harmless from any
and all liabilities to any persons  claiming  brokerage  commissions or finder's
fees on account of  services  purported  to have been  rendered on behalf of the
indemnifying  party  in  connection  with  this  Agreement  or the  transactions
contemplated  hereby and arising out of such party's  actions.  Utix  represents
that there are no parties  entitled  to receive  fees,  commissions,  or similar
payments in connection with the transactions described in this Agreement.

       12.    MISCELLANEOUS.

              (a)    ENTIRE  AGREEMENT.  This Agreement  constitutes  the entire
agreement among the parties, and supersede all prior agreements,  understandings
and arrangements, oral or written, among the parties with respect to the subject
matter hereof.

              (b)    AMENDMENTS AND WAIVERS.  This Agreement may not be modified
or amended except by an instrument or instruments in writing signed by the party
against whom  enforcement of any such  modification or amendment is sought.  Any
party may, by an instrument in writing,  waive  performance or compliance by any
other party with respect to any term or provision of this  Agreement on the part
of such other party to be performed or complied with. The waiver by any party of
a breach of any term or provision of this Agreement  shall not be construed as a
waiver of any subsequent breach.

              (c)    NOTICES.  Any  notice or other  communication  required  or
permitted  hereunder  shall  be  in  writing  and  delivered  at  the  addresses
designated  below,  or mailed by registered or certified  mail,  return  receipt
requested,  postage prepaid,  addressed as follows,  or to such other address or
addresses  as may  hereafter  be  furnished  by one party to the other  party in
compliance with the terms hereof:

                                      -19-
<PAGE>


                     If to the Investors to the address  beneath each  Investors
                     name on the signature page hereto.

                     If to Utix to:

                             Utix Group, Inc.
                             7 New England Park, Suite 610
                             Burlington, MA 01803
                             Attn.: Tony Roth

                     with a copy to:

                             Hodgson Russ LLP
                             60 East 42nd St., 37th Floor
                             New York, NY 10165
                             Attn: Jeffrey A. Rinde, Esq.

All such notices and  communications  shall be effective  when  delivered at the
designated  addresses or five days after  deposited  in the mails in  conformity
with the provisions hereof.

              (d)    ASSIGNMENT.  Neither this Agreement nor any right,  remedy,
obligation  or  liability  arising  hereunder  or  by  reason  hereof  shall  be
assignable by either party without the prior written consent of the other party.

              (e)    SECTION AND OTHER HEADINGS.  The section and other headings
contained in this  Agreement  are for  reference  purposes only and shall not be
deemed to be a part of this Agreement or to affect the meaning or interpretation
of this Agreement.

              (f)    EXECUTION IN  COUNTERPARTS.  This Agreement may be executed
in  counterparts,  each of which  shall be deemed to be an  original  and all of
which together shall be deemed to be one and the same instrument.

              (g)    GOVERNING  LAW.  This  Agreement  shall be  governed by and
construed  in  accordance  with the laws of the City of New  York,  State of New
York, without giving effect to the conflicts of law provisions thereof.

              (h)    CONSENT TO  JURISDICTION.  Each of the parties hereto:  (i)
consents and submits to the  jurisdiction of the Courts of the State of New York
and of the  Courts of the  United  States  for a  judicial  district  within the
territorial  limits of the State of New York for all purposes of this Agreement,
including,  without  limitation,  any action or  proceeding  instituted  for the
enforcement of any right,  remedy,  obligation and liability arising under or by
reason of this  Agreement;  and (ii)  consents  and submits to the venue of such
action  or  proceeding  in the City  and  County  of New York (or such  judicial
district of a Court of the United States as shall include the same).

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                                      -21-
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COUNTERPART SIGNATURE PAGE TO AGREEMENT, DATED________________ , 2006

       IN  WITNESS  WHEREOF,  the  parties  have  executed  and  delivered  this
Agreement as of the date first above written. UTIX GROUP, INC.

                                        By:
                                           -------------------------------------
                                               Name:
                                               Its:






                                        By:
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                                               Name:
                                               Its:

                                        By:
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                                               Name:
                                               Its:

                                        By:
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                                               Name:
                                               Its:

                                        By:
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                                               Name:
                                               Its:

                                        By:
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                                               Name:
                                               Its:


                                      -22-