CERTIFICATE OF DESIGNATIONS, PREFERENCES AND RIGHTS

                                       OF

                      SERIES A CONVERTIBLE PREFERRED STOCK

                                       OF

                                UTIX GROUP, INC.

                         (Pursuant to Section 151 of the
                        Delaware General Corporation Law)


              UTIX Group,  Inc., a corporation  organized and existing under the
laws of the State of Delaware (the "Company"),  hereby certifies that,  pursuant
to authority  vested in the Board of Directors of the Company by Article  FOURTH
of the Amended and Restated  Certificate of  Incorporation  of the Company,  the
following  resolution  was  adopted  as of  January  13,  2006 by the  Board  of
Directors  of the  Company  pursuant  to  Section  151 of the  Delaware  General
Corporation Law:

              "RESOLVED  that,  pursuant  to  authority  vested  in the Board of
Directors of the Company by Article FOURTH of the Company's Amended and Restated
Certificate of  Incorporation,  out of the total authorized number of 25,000,000
shares of its preferred stock, par value $0.001 per share  ("Preferred  Stock"),
there shall be designated a series of Two Thousand (2,000) shares which shall be
issued in and  constitute a single  series to be known as "Series A  Convertible
Preferred Stock" (hereinafter called the "Series A Preferred Stock"). The shares
of Series A Preferred  Stock have the voting powers,  designations,  preferences
and other special  rights,  and  qualifications,  limitations  and  restrictions
thereof set forth below:

              1.     CERTAIN DEFINITIONS.

              As used in  this  Certificate  of  Designations,  Preferences  and
Rights  of  Series A  Convertible  Preferred  Stock  of UTIX  Group,  Inc.,  the
following terms shall have the respective meanings set forth below:

              "AFFILIATE",  as applied  to any  Person,  means any other  Person
directly or indirectly controlling, controlled by, or under common control with,
that Person.  For the purposes of this definition,  "control"  (including,  with
correlative meanings, the terms "controlling", "controlled by" and "under common
control  with"),  as applied to any Person,  means the  possession,  directly or
indirectly,  of the power to direct or cause the direction of the management and
policies of that Person,  whether through the ownership of voting  securities or
by contract or otherwise.

<PAGE>


              "COMMON STOCK" means the common stock, $0.001 par value per share,
of the Company,  including the stock into which the Series A Preferred  Stock is
convertible, and any securities into which the Common Stock may be reclassified.

              "CONVERSION  SHARES"  means the shares of Common  Stock into which
the Series A Preferred Stock is convertible.

              "EXCLUDED  STOCK" means (A) capital stock,  Options (as defined in
Section 4D(1)) or Convertible Securities (as defined in Section 4D(1)) issued to
employees,  consultants,  officers or directors  of the Company  pursuant to any
stock or option plan duly adopted by a majority of the  non-employee  members of
the  Board of  Directors  of the  Company  or a  majority  of the  members  of a
committee of non-employee  directors established for such purpose, (B) shares of
Common Stock issued upon the  conversion  or exercise of Options or  Convertible
Securities  issued prior to the date hereof,  provided that such securities have
not been  amended  since the date  hereof to  increase  the  number of shares of
Common Stock  issuable  thereunder or to lower the exercise or conversion  price
thereof, (C) securities issued pursuant to that certain Purchase Agreement dated
January 13,  2006,  among the  Company  and the  Investors  named  therein  (the
"Purchase  Agreement") and securities  issued upon the exercise or conversion of
those securities, and (D) shares of Common Stock issued or issuable by reason of
a dividend,  stock split or other  distribution  on shares of Common  Stock (but
only to the extent that such a  dividend,  split or  distribution  results in an
adjustment  in the  Conversion  Price  pursuant to the other  provisions of this
Series A Preferred Stock).

              "PERSON"  shall be construed  in the broadest  sense and means and
includes any natural person,  a partnership,  a corporation,  an association,  a
joint stock company, a limited liability  company, a trust, a joint venture,  an
unincorporated    organization    and   other   entity   or    governmental   or
quasi-governmental entity.

              "SERIES A STATED VALUE" means $5,000.

              "SUBSIDIARY" means any corporation,  association or other business
entity (i) at least 50% of the outstanding voting securities of which are at the
time owned or controlled,  directly or indirectly,  by the Company; or (ii) with
respect to which the Company  possesses,  directly or  indirectly,  the power to
direct or cause the direction of the affairs or management of such person;

              2.     DIVIDENDS.  Dividends on the Series A Preferred Stock shall
be declared and paid from time to time as determined  by the Company's  Board of
Directors  out of funds  legally  available  therefor.  The  Company  shall  not
declare,  pay or set aside any  dividends or  distributions  on shares of Common
Stock (other than dividends  payable  solely in shares of Common Stock),  unless
the  holders  of Series A  Preferred  Stock  first  receive,  or  simultaneously
receive,  a  dividend  or  distribution  on each  outstanding  share of Series A
Preferred  Stock  equal  to the  product  of  (i)  the  per  share  dividend  or
distribution to be declared,  paid or set aside for the Common Stock, multiplied
by (ii) the  number of shares of Common  Stock into which such share of Series A
Preferred Stock is then convertible.

                                      -2-
<PAGE>


              3.     LIQUIDATION.  Upon any liquidation,  dissolution or winding
up of the Company,  whether voluntary or involuntary,  the holders of the shares
of Series A Preferred Stock shall be entitled, before any distributions shall be
made to the holders of the Common Stock, or any other class or series of capital
stock of the Company  ranking junior to the Series A Preferred  Stock as to such
distributions, to be paid an amount per share equal to the Series A Stated Value
plus any  accrued  and unpaid  Series A Preferred  Dividends  (the  "Liquidation
Preference").  If  upon  such  liquidation,  dissolution  or  winding  up of the
Company,  whether  voluntary or involuntary,  the assets to be distributed among
the holders of the Series A  Preferred  Stock and any class or series of capital
stock  ranking  on a  parity  with  the  Series  A  Preferred  Stock  as to such
distributions  shall be  insufficient  to permit  payment to the  holders of the
Series A Preferred  Stock and any such class or series of capital stock of their
respective  liquidation  amount,  then the  entire  assets of the  Company to be
distributed  shall be distributed  pro rata to the holders of Series A Preferred
Stock and the  holders  of such class or series of  capital  stock  ranking on a
parity with the Series A Preferred Stock as to such  distributions  according to
the preferential amounts due thereon. Unless waived in writing by the holders of
at least a majority of the Series A  Preferred  Stock then  outstanding,  voting
together as one class, a consolidation or merger of the Company into or with any
other entity or entities,  a share exchange,  a sale of Common Stock or the sale
or transfer by the Company of all or  substantially  all of its assets,  in each
case under  circumstances  in which the holders of a majority in voting power of
the  outstanding  capital  stock  of the  Company,  immediately  prior to such a
merger,  consolidation,  share  exchange  or sale,  own less than a majority  in
voting  power  of  the  outstanding  capital  stock  of the  corporation  or the
surviving or resulting  corporation or acquirer, as the case may be, immediately
following  such a merger,  consolidation,  share  exchange  or sale  (each  such
transaction being hereinafter referred to as a "Corporate Transaction") shall be
deemed to be a liquidation within the meaning of this Section 3.

              4.     CONVERSION.

              4A.    RIGHT TO CONVERT.

              (a)    Subject to the terms and  conditions of this  paragraph 4A,
       the holder of any share or shares of Series A Preferred  Stock shall have
       the right,  at its  option at any time,  to  convert  any such  shares of
       Series A Preferred Stock into such number of fully paid and nonassessable
       whole shares of Common Stock as is obtained by multiplying  the number of
       shares of Series A Preferred  Stock so to be converted by the Liquidation
       Preference per share and dividing the result by the  conversion  price of
       $0.02 per share or,  if there has been an  adjustment  of the  conversion
       price, by the conversion price as last adjusted and in effect at the date
       any  share or  shares of Series A  Preferred  Stock are  surrendered  for
       conversion (such price, or such price as last adjusted, being referred to
       herein as the  "Conversion  Price").  Such rights of conversion  shall be
       exercised  by  the  holder  thereof  by  surrender  of a  certificate  or
       certificates  for  the  shares  to be  converted  to the  Company  at its
       principal  office (or such other  office or agency of the  Company as the
       Company  may  designate  by notice in writing to the holder or holders of
       the Series A Preferred Stock) at any time during its usual business hours
       on the date set forth in such notice,  together with a properly completed
       notice of conversion in the form attached to the Series A Preferred Stock
       certificate with a statement of


                                      -3-
<PAGE>


       the name or names (with  address),  subject to compliance with applicable
       laws to the extent such  designation  shall involve a transfer,  in which
       the  certificate  or  certificates  for shares of Common Stock,  shall be
       issued.  Such  conversion  shall be deemed to have been  effected and the
       Conversion  Price shall be  determined as of the close of business on the
       date on which such written notice shall have been received by the Company
       and the  certificate  or  certificates  for such  shares  shall have been
       surrendered as aforesaid.

              (b)    To the extent  permitted by applicable  law and the listing
       requirements of any stock market or exchange on which the Common Stock is
       then listed,  the Company  from time to time may decrease the  Conversion
       Price by any  amount  for any  period  of time if the  period is at least
       twenty (20) days, the decrease is  irrevocable  during the period and the
       Board shall have made a determination  that such decrease would be in the
       best interests of the Company,  which  determination shall be conclusive.
       Whenever  the  Conversion  Price is decreased  pursuant to the  preceding
       sentence, the Company shall provide written notice thereof to the holders
       of the Series A Preferred  Stock at least five (5) days prior to the date
       the decreased  Conversion Price takes effect, and such notice shall state
       the decreased  Conversion Price and the period during which it will be in
       effect.

              4B.    ISSUANCE  OF   CERTIFICATES;   TIME  CONVERSION   EFFECTED.
       Promptly  after  the  conversion  of the  Series A  Preferred  Stock  and
       surrender of the certificate or  certificates  for the share or shares of
       the Series A Preferred Stock being converted, the Company shall issue and
       deliver, or cause to be issued and delivered,  to the holder,  registered
       in such name or names as such  holder may direct,  subject to  compliance
       with  applicable  laws to the extent  such  designation  shall  involve a
       transfer, a certificate or certificates for the number of whole shares of
       Common  Stock  issuable  upon the  conversion  of such share or shares of
       Series A Preferred Stock. Upon the effective date of any such conversion,
       the rights of the holder of the shares of Series A Preferred  Stock being
       converted  shall cease,  and the person or persons in whose name or names
       any  certificate  or  certificates  for shares of Common  Stock  shall be
       issuable upon such  conversion  shall be deemed to have become the holder
       or holders of record of the shares represented thereby.

              4C.    FRACTIONAL SHARES; DIVIDENDS. No fractional shares shall be
       issued upon conversion of the Series A Preferred Stock into Common Stock.
       In lieu of any fractional  share  interest,  the Company shall pay to the
       converting holder an amount equal to such fractional  interest multiplied
       by the  Market  Price  of a  share  of  Common  Stock  on the  date  such
       conversion is deemed to be effective..

              4D.    ADJUSTMENT OF CONVERSION  PRICE. If the Company shall issue
       or sell, or is, in accordance with any of subsections 4D(1) through 4D(7)
       hereof,  deemed to have issued or sold, any  Additional  Shares of Common
       Stock for no consideration or for a consideration per share less than the
       Conversion Price in effect immediately prior to the time of such issue or
       sale, then and in each such case (a "TRIGGER ISSUANCE") the then-existing
       Conversion  Price,  shall be reduced,  as of the close of business on the
       effective date of the Trigger Issuance,  to the lowest price per share at
       which any share of Common Stock was issued or sold or

                                      -4-
<PAGE>


       deemed to be issued or sold;  provided,  however,  that in no event shall
       the  Conversion  Price after giving  effect to such  Trigger  Issuance be
       greater  than the  Conversion  Price  in  effect  prior  to such  Trigger
       Issuance.

              For purposes of this subsection 4D,  "Additional  Shares of Common
Stock"  shall mean all shares of Common Stock issued by the Company or deemed to
be issued pursuant to this subsection 4D, other than Excluded Stock.

              For purposes of this subsection 4D, the following paragraphs 4D(1)
to 4D(7) shall also be applicable:

              4D(1)  ISSUANCE  OF  RIGHTS  OR  OPTIONS.  In case at any time the
       Company  shall in any manner grant  (directly  and not by assumption in a
       merger or otherwise)  any warrants or other rights to subscribe for or to
       purchase,  or any options for the purchase of,  Common Stock or any stock
       or  security  convertible  into or  exchangeable  for Common  Stock (such
       warrants,  rights or options being called  "Options" and such convertible
       or   exchangeable   stock  or   securities   being  called   "Convertible
       Securities")  whether  or not such  Options  or the right to  convert  or
       exchange any such Convertible Securities are immediately exercisable, and
       the price per share for which Common Stock is issuable  upon the exercise
       of such Options or upon the  conversion  or exchange of such  Convertible
       Securities   (determined  by  dividing  (i)  the  sum  (which  sum  shall
       constitute the applicable consideration) of (x) the total amount, if any,
       received or receivable by the Company as  consideration  for the granting
       of  such   Options,   plus  (y)  the   aggregate   amount  of  additional
       consideration  payable  to the  Company  upon  the  exercise  of all such
       Options,  plus  (z),  in  the  case  of  such  Options  which  relate  to
       Convertible Securities, the aggregate amount of additional consideration,
       if any, payable upon the issue or sale of such Convertible Securities and
       upon the conversion or exchange thereof, by (ii) the total maximum number
       of shares of Common Stock  issuable  upon the exercise of such Options or
       upon  the  conversion  or  exchange  of all such  Convertible  Securities
       issuable  upon the  exercise  of such  Options)  shall  be less  than the
       Conversion Price in effect  immediately prior to the time of the granting
       of such Options, then the total number of shares of Common Stock issuable
       upon the exercise of such Options or upon  conversion  or exchange of the
       total amount of such Convertible Securities issuable upon the exercise of
       such Options shall be deemed to have been issued for such price per share
       as of the  date of  granting  of such  Options  or the  issuance  of such
       Convertible  Securities and thereafter  shall be deemed to be outstanding
       for  purposes of  adjusting  the  Conversion  Price.  Except as otherwise
       provided in subsection 4D(3), no adjustment of the Conversion Price shall
       be made upon the actual issue of such Common Stock or of such Convertible
       Securities upon exercise of such Options or upon the actual issue of such
       Common Stock upon conversion or exchange of such Convertible Securities.

              4D(2)  ISSUANCE  OF  CONVERTIBLE  SECURITIES.  In case the Company
       shall in any manner issue  (directly and not by assumption in a merger or
       otherwise) or sell any Convertible Securities,  whether or not the rights
       to exchange or convert any such  Convertible  Securities are  immediately
       exercisable,  and the price per share for which  Common Stock is issuable

                                      -5-
<PAGE>


       upon such  conversion  or exchange  (determined  by dividing  (i) the sum
       (which sum shall  constitute  the  applicable  consideration)  of (x) the
       total amount received or receivable by the Company as  consideration  for
       the issue or sale of such Convertible Securities,  plus (y) the aggregate
       amount of additional  consideration,  if any, payable to the Company upon
       the conversion or exchange thereof, by (ii) the total number of shares of
       Common  Stock  issuable  upon  the  conversion  or  exchange  of all such
       Convertible Securities) shall be less than the Conversion Price in effect
       immediately  prior to the time of such  issue  or  sale,  then the  total
       maximum  number of shares of Common Stock  issuable  upon  conversion  or
       exchange of all such Convertible  Securities shall be deemed to have been
       issued  for such  price  per share as of the date of the issue or sale of
       such  Convertible  Securities  and  thereafter  shall  be  deemed  to  be
       outstanding for purposes of adjusting the Conversion Price, provided that
       (a) except as otherwise  provided in subsection  4D(3),  no adjustment of
       the  Conversion  Price  shall be made upon the  actual  issuance  of such
       Common Stock upon conversion or exchange of such  Convertible  Securities
       and (b) no further  adjustment of the  Conversion  Price shall be made by
       reason of the issue or sale of  Convertible  Securities  upon exercise of
       any  Options  to  purchase  any such  Convertible  Securities  for  which
       adjustments of the Conversion  Price have been made pursuant to the other
       provisions of subsection 4D.

              4D(3)  CHANGE  IN  OPTION  PRICE  OR  CONVERSION  RATE.  Upon  the
       happening of any of the following  events,  namely, if the purchase price
       provided for in any Option  referred to in subsection  4D(l) hereof,  the
       additional consideration, if any, payable upon the conversion or exchange
       of any Convertible  Securities referred to in subsections 4D(l) or 4D(2),
       or the rate at which  Convertible  Securities  referred to in subsections
       4D(l) or 4D(2) are  convertible  into or  exchangeable  for Common  Stock
       shall change at any time (including, but not limited to, changes under or
       by reason of  provisions  designed  to  protect  against  dilution),  the
       Conversion  Price in effect at the time of such event shall  forthwith be
       readjusted  to the  Conversion  Price  which would have been in effect at
       such time had such Options or Convertible  Securities  still  outstanding
       provided for such changed  purchase price,  additional  consideration  or
       conversion  rate,  as the case may be,  at the  time  initially  granted,
       issued or sold. On the termination of any Option for which any adjustment
       was made  pursuant  to this  subsection  4(D) or any right to  convert or
       exchange  Convertible  Securities  for  which  any  adjustment  was  made
       pursuant to this subsection 4(D) (including  without  limitation upon the
       redemption or purchase for  consideration of such Convertible  Securities
       by the Company),  the  Conversion  Price then in effect  hereunder  shall
       forthwith  be changed to the  Conversion  Price  which would have been in
       effect at the time of such  termination  had such  Option or  Convertible
       Securities,   to  the  extent  outstanding   immediately  prior  to  such
       termination, never been issued.

              4D(4)  STOCK   DIVIDENDS.   Subject  to  the  provisions  of  this
       subsection  4D, in case the  Company  shall  declare or pay a dividend or
       make any other distribution upon any stock of the Company (other than the
       Common Stock) payable in Common Stock, Options or Convertible Securities,
       then any Common Stock, Options or Convertible Securities, as the case may
       be, issuable in payment of such dividend or distribution  shall be deemed
       to have been issued or sold without consideration.

                                      -6-
<PAGE>


              4D(5)  CONSIDERATION  FOR  STOCK.  In case any  shares  of  Common
       Stock,  Options  or  Convertible  Securities  shall be issued or sold for
       cash, the  consideration  received therefor shall be deemed to be the net
       amount received by the Company therefor, after deduction therefrom of any
       expenses incurred or any underwriting  commissions or concessions paid or
       allowed by the  Company in  connection  therewith.  In case any shares of
       Common Stock,  Options or Convertible  Securities shall be issued or sold
       for a  consideration  other  than cash,  the amount of the  consideration
       other than cash  received by the  Company  shall be deemed to be the fair
       value of such  consideration  as determined in good faith by the Board of
       Directors of the Company, after deduction of any expenses incurred or any
       underwriting commissions or concessions paid or allowed by the Company in
       connection  therewith.  In case any Options shall be issued in connection
       with the  issue and sale of other  securities  of the  Company,  together
       comprising one integral transaction in which no specific consideration is
       allocated to such Options by the parties  thereto,  such Options shall be
       deemed to have been issued for such  consideration  as determined in good
       faith by the Board of Directors of the Company. If Common Stock,  Options
       or Convertible  Securities shall be issued or sold by the Company and, in
       connection  therewith,  other  Options  or  Convertible  Securities  (the
       "Additional  Rights")  are  issued,  then the  consideration  received or
       deemed to be received by the Company  shall be reduced by the fair market
       value of the  Additional  Rights (as determined  using the  Black-Scholes
       option pricing model or another method  mutually agreed to by the Company
       and the  holder).  The Board of Directors  of the Company  shall  respond
       promptly,  in writing,  to an inquiry by the holder as to the fair market
       value of the Additional  Rights. In the event that the Board of Directors
       of the  Company  and the holder are unable to agree upon the fair  market
       value of the Additional  Rights, the Company and the holder shall jointly
       select an appraiser,  who is experienced in such matters. The decision of
       such  appraiser  shall  be  final  and  conclusive,  and the cost of such
       appraiser shall be borne evenly by the Company and the holder.

              4D(6)  RECORD DATE. In case the Company shall take a record of the
       holders of its Common  Stock for the  purpose  of  entitling  them (i) to
       receive a dividend or other distribution payable in Common Stock, Options
       or  Convertible  Securities or (ii) to subscribe  for or purchase  Common
       Stock, Options or Convertible Securities,  then such record date shall be
       deemed to be the date of the issue or sale of the shares of Common  Stock
       deemed to have been issued or sold upon the  declaration of such dividend
       or the making of such other  distribution  or the date of the granting of
       such right of subscription or purchase, as the case may be.

              4D(7)  TREASURY  SHARES.  The  number of  shares  of Common  Stock
       outstanding  at any given time shall not include  shares owned or held by
       or  for  the  account  of  the   Company  or  any  of  its   wholly-owned
       subsidiaries,  and the  disposition  of any such  shares  (other than the
       cancellation or retirement  thereof) shall be considered an issue or sale
       of Common Stock for the purpose of this Section 4D.

              4E     STOCK SPLITS AND DIVIDENDS.  If the Company  shall,  at any
       time or  from  time to  time  while  the  Series  A  Preferred  Stock  is
       outstanding, pay a dividend or make a distribution

                                      -7-
<PAGE>


       on its Common Stock in shares of Common Stock,  subdivide its outstanding
       shares of Common  Stock into a greater  number of shares or  combine  its
       outstanding  shares of Common  Stock  into a smaller  number of shares or
       issue by  reclassification  of its outstanding shares of Common Stock any
       shares of its  capital  stock  (including  any such  reclassification  in
       connection  with a  consolidation  or merger in which the  Company is the
       continuing corporation),  then the Conversion Price in effect immediately
       prior to the date upon which such change shall become  effective shall be
       adjusted  by  multiplying  such  Conversion  Price  by  a  fraction,  the
       numerator  of  which  shall be the  number  of  shares  of  Common  Stock
       outstanding immediately prior to such change and the denominator of which
       shall be the  number of shares of Common  Stock  outstanding  immediately
       after giving  effect to such change and.  Such  adjustment  shall be made
       successively whenever any event listed above shall occur.

              4F.    REORGANIZATION   OR   RECLASSIFICATION.   If  any   capital
       reorganization or  reclassification  of the capital stock of the Company,
       consolidation or merger of the Company with another  corporation in which
       the Company is not the survivor,  or sale,  transfer or other disposition
       of  all  or  substantially   all  of  the  Company's  assets  to  another
       corporation   shall  be   effected,   then,   as  a  condition   of  such
       reorganization or reclassification, consolidation, merger, sale, transfer
       or other disposition, lawful and adequate provision shall be made whereby
       each  holder  of a share or  shares of  Series A  Preferred  Stock  shall
       thereafter  have the right to receive,  upon the basis and upon the terms
       and  conditions  specified  herein and in lieu of the  Conversion  Shares
       immediately  theretofore  receivable upon the conversion of such share or
       shares of the Series A Preferred Stock, such shares of stock,  securities
       or assets as would have been  issuable or payable  with  respect to or in
       exchange  for a  number  of  Conversion  Shares  equal to the  number  of
       Conversion Shares immediately theretofore issuable upon conversion of the
       Series A  Preferred  Stock,  had such  reorganization,  reclassification,
       consolidation,  merger,  sale,  transfer or other  disposition  not taken
       place,  and in any such  case  appropriate  provision  shall be made with
       respect to the rights and  interests  of such  holder to the end that the
       provisions hereof (including without limitation provisions for adjustment
       of the  Conversion  Price)  shall  thereafter  be  applicable,  as nearly
       equivalent  as may be  practicable  in  relation  to any shares of stock,
       securities  or assets  thereafter  deliverable  upon the exercise of such
       conversion rights.  The Company shall not effect any such  consolidation,
       merger,   sale,   transfer  or  other  disposition  unless  prior  to  or
       simultaneously  with the consummation  thereof the successor  corporation
       (if other than the Company)  resulting from such consolidation or merger,
       or the corporation purchasing or otherwise acquiring such assets or other
       appropriate  corporation or entity shall assume the obligation to deliver
       to the holders of the Series A Preferred  Stock, at the last addresses of
       such holders appearing on the books of the Company, such shares of stock,
       securities  or assets as, in accordance  with the  foregoing  provisions,
       such  holders  may be  entitled  to  receive,  and the other  obligations
       hereunder.  The provisions of this subsection 4F shall similarly apply to
       successive reorganizations,  reclassifications,  consolidations, mergers,
       sales, transfers or other dispositions.

              4G.    DISTRIBUTIONS. In case the Company shall fix a payment date
       for  the  making  of

                                      -8-
<PAGE>


       a  distribution  to all  holders  of  Common  Stock  (including  any such
       distribution  made in connection with a consolidation  or merger in which
       the Company is the continuing  corporation)  of evidences of indebtedness
       or assets (other than cash dividends or cash distributions payable out of
       consolidated  earnings or earned  surplus or dividends  or  distributions
       referred  to in Section  4E), or  subscription  rights or  warrants,  the
       Conversion  Price  to be in  effect  after  such  payment  date  shall be
       determined by  multiplying  the  Conversion  Price in effect  immediately
       prior to such payment date by a fraction, the numerator of which shall be
       the total number of shares of Common Stock outstanding  multiplied by the
       Market  Price (as defined  below) per share of Common  Stock  immediately
       prior to such payment date,  less the fair market value (as determined by
       the  Company's  Board of  Directors  in good  faith)  of said  assets  or
       evidences of indebtedness so distributed,  or of such subscription rights
       or warrants,  and the  denominator  of which shall be the total number of
       shares of Common Stock  outstanding  multiplied  by such Market Price per
       share of Common Stock  immediately  prior to such payment  date.  "Market
       Price" as of a  particular  date (the  "Valuation  Date")  shall mean the
       following:  (a) if the Common  Stock is then  listed on a national  stock
       exchange,  the  closing  sale price of one share of Common  Stock on such
       exchange on the last trading day prior to the Valuation  Date; (b) if the
       Common Stock is then quoted on The Nasdaq Stock Market, Inc.  ("Nasdaq"),
       the National  Association of Securities Dealers,  Inc. OTC Bulletin Board
       (the "Bulletin  Board") or such similar  quotation system or association,
       the  closing  sale  price of one share of  Common  Stock on  Nasdaq,  the
       Bulletin Board or such other quotation  system or association on the last
       trading day prior to the Valuation Date or, if no such closing sale price
       is available,  the average of the high bid and the low asked price quoted
       thereon on the last trading day prior to the  Valuation  Date;  or (c) if
       the Common  Stock is not then  listed on a  national  stock  exchange  or
       quoted on Nasdaq,  the Bulletin Board or such other  quotation  system or
       association, the fair market value of one share of Common Stock as of the
       Valuation  Date, as determined in good faith by the Board of Directors of
       the Company  and the  holders of at least a majority  of the  outstanding
       Series A  Preferred  Stock.  If the Common  Stock is not then listed on a
       national  securities  exchange,  Nasdaq, the Bulletin Board or such other
       quotation  system or  association,  the Board of Directors of the Company
       shall respond promptly, in writing, to an inquiry by a holder of Series A
       Preferred  Stock  prior to the  conversion  of Series A  Preferred  Stock
       hereunder  as to the fair  market  value of a share  of  Common  Stock as
       determined  by the Board of Directors  of the Company.  In the event that
       the Board of  Directors  of the  Company  and the  holders  of at least a
       majority of the outstanding  Series A Preferred Stock are unable to agree
       upon the fair market value in respect of subpart (c) hereof,  the Company
       and the  holders  of at  least a  majority  of the  outstanding  Series A
       Preferred Stock shall jointly select an appraiser,  who is experienced in
       such  matters.  The  decision  of  such  appraiser  shall  be  final  and
       conclusive,  and the cost of such appraiser shall be borne equally by the
       Company and such  holders.  Such  adjustment  shall be made  successively
       whenever such a payment date is fixed.

              4H.    EFFECTIVE  DATE  OF   ADJUSTMENT.   An  adjustment  to  the
       Conversion  Price shall become  effective  immediately  after the payment
       date in the case of each dividend or distribution  and immediately  after
       the effective date of each other event which requires an adjustment.

                                      -9-
<PAGE>


              4I.    SUBSEQUENT  ADJUSTMENTS.  In the event that, as a result of
       an  adjustment  made  pursuant  to this  Section  4,  holders of Series A
       Preferred  Stock shall  become  entitled to receive any shares of capital
       stock of the  Company  other than shares of Common  Stock,  the number of
       such  other  shares so  receivable  upon the  conversion  of the Series A
       Preferred  Stock shall be subject  thereafter to adjustment  from time to
       time in a manner and on terms as nearly  equivalent as practicable to the
       provisions with respect to the Conversion Shares contained herein.

              4J.    NOTICE OF ADJUSTMENT. Upon any adjustment of the Conversion
       Price,  then, and in each such case the Company shall give written notice
       thereof by first class mail, postage prepaid, addressed to each holder of
       shares of Series A Preferred Stock at the address of such holder as shown
       on the books of the  Company,  which  notice  shall state the  Conversion
       Price resulting from such adjustment,  setting forth in reasonable detail
       the method of  calculation  and the facts upon which such  calculation is
       based.

              4K.    OTHER NOTICES. In case at any time:

                     (1)    the  Company  shall  declare any  dividend  upon its
       Common Stock payable in cash or stock or make any other  distribution  to
       the holders of its Common Stock;

                     (2)    the Company shall offer for subscription PRO RATA to
       the holders of its Common  Stock any  additional  shares of such stock of
       any class or other rights;

                     (3)    there  shall  be  any  capital   reorganization   or
       reclassification  of the capital stock of the Company, or a consolidation
       or merger of the Company with, or a sale of all or substantially  all its
       assets to, another corporation; or

                     (4)    there   shall   be  a   voluntary   or   involuntary
       dissolution, liquidation or winding up of the Company;

       then, in any one or more of said cases,  the Company shall give, by first
       class mail,  postage  prepaid,  addressed to each holder of any shares of
       Series A  Preferred  Stock at the  address of such holder as shown on the
       books of the Company,  (a) at least 15 days prior  written  notice of the
       date on which the books of the Company  shall close or a record  shall be
       taken  for such  dividend,  distribution  or  subscription  rights or for
       determining  rights  to  vote  in  respect  of any  such  reorganization,
       reclassification,  consolidation,  merger, sale, dissolution, liquidation
       or  winding  up,  and  (b)  in  the  case  of  any  such  reorganization,
       reclassification,  consolidation,  merger, sale, dissolution, liquidation
       or winding up, at least 15 days prior written notice of the date when the
       same shall take  place.  Such  notice in  accordance  with the  foregoing
       clause  (a)  shall  also  specify,  in the  case  of any  such  dividend,
       distribution  or  subscription  rights,  the date on which the holders of
       Common  Stock shall be entitled  thereto,  and such notice in  accordance
       with the  foregoing  clause (b) shall also  specify the date on which the
       holders of Common Stock shall be entitled to exchange  their Common Stock
       for securities or other

                                      -10-
<PAGE>


       property   deliverable   upon  such   reorganization,   reclassification,
       consolidation,  merger, sale, dissolution,  liquidation or winding up, as
       the case may be.

              4L.    STOCK TO BE RESERVED.

                     (1)    From and after the  effectiveness  of the  Amendment
       and the Reverse  Split (each as defined in the Purchase  Agreement),  the
       Company  will  at  all  times  reserve  and  keep  available  out  of its
       authorized  but unissued  Common Stock solely for the purpose of issuance
       upon the conversion of the Series A Preferred  Stock as herein  provided,
       such number of shares of Common Stock as shall then be issuable  upon the
       conversion of all  outstanding  shares of Series A Preferred  Stock.  All
       shares of Common Stock which shall be so issued shall be duly and validly
       issued and fully paid and nonassessable  and free from all liens,  duties
       and charges arising out of or by reason of the issue thereof  (including,
       without  limitation,  in  respect of taxes)  and,  without  limiting  the
       generality of the foregoing, the Company covenants that it will from time
       to time take all such action as may be  requisite  to assure that the par
       value per share of the Common Stock is at all times equal to or less than
       the  effective  Conversion  Price.  The Company will take all such action
       within its  control as may be  necessary  on its part to assure  that all
       such shares of Common  Stock may be so issued  without  violation  of any
       applicable  law or  regulation,  or of any  requirements  of any national
       securities  exchange  upon which the Common  Stock of the  Company may be
       listed.  The  Company  will not  take any  action  which  results  in any
       adjustment of the Conversion  Price if after such action the total number
       of shares of Common Stock issued and outstanding and thereafter  issuable
       upon exercise of all options and  conversion of  Convertible  Securities,
       including upon conversion of the Series A Preferred  Stock,  would exceed
       the total number of shares of such class of Common Stock then  authorized
       by the Company's Amended and Restated Certificate of Incorporation.

                     (2)    The  Company  will at all  times  reserve  and  keep
       available out of its authorized  Series A Preferred  Stock such number of
       shares of Series A Preferred Stock as is equal to the number of shares of
       Series A  Preferred  Stock  then  outstanding.  All  shares  of  Series A
       Preferred Stock which shall be so issued shall be duly and validly issued
       and fully  paid and  nonassessable  and free from all  liens,  duties and
       charges  arising  out of or by reason of the  issue  thereof  (including,
       without limitation, in respect of taxes).

              4M.    NO REISSUANCE OF SERIES A PREFERRED STOCK. Shares of Series
       A  Preferred  Stock that are  converted  into  shares of Common  Stock as
       provided  herein  shall be retired  and may not be  reissued  as Series A
       Preferred  Stock but may be reissued as all or part of another  series of
       Preferred Stock.

              4N.    ISSUE  TAX.  The  issuance  of  certificates  for shares of
       Common  Stock upon  conversion  of the Series A Preferred  Stock shall be
       made without  charge to the holders  thereof for any issuance tax,  stamp
       tax,  transfer tax, duty or charge in respect thereof,  provided that the
       Company shall not be required to pay any tax, duty or charge which may be


                                      -11-
<PAGE>


       payable in respect of any transfer  involved in the issuance and delivery
       of any  certificate in a name other than that of the holder of the Series
       A Preferred Stock which is being converted.

              4O.    CLOSING  OF BOOKS.  The  Company  will at no time close its
       transfer books against the transfer of any Series A Preferred Stock or of
       any shares of Common Stock issued or issuable upon the  conversion of any
       shares of Series A Preferred  Stock in any manner which  interferes  with
       the  timely  conversion  of such  Series  A  Preferred  Stock;  PROVIDED,
       HOWEVER,  nothing  herein  shall be construed to prevent the Company from
       setting record dates for the holders of its securities.

              5.     VOTING - SERIES A PREFERRED STOCK. In addition to any class
voting rights provided by law and this  Certificate of Designation,  the holders
of Series A  Preferred  Stock  shall  have the right to vote  together  with the
holders of Common  Stock as a single class on any matter on which the holders of
Common Stock are entitled to vote  (including the election of  directors).  With
respect to the voting  rights of the  holders  of the Series A  Preferred  Stock
pursuant to the  preceding  sentence,  each  holder of Series A Preferred  Stock
shall be  entitled  to one vote for each  share of Common  Stock  that  would be
issuable  to such  holder  upon the  conversion  of all the  shares  of Series A
Preferred Stock held by such holder on the record date for the  determination of
shareholders entitled to vote.

              6.     CERTAIN RESTRICTIONS.  In addition to any other vote of the
holders  of Series A  Preferred  Stock  required  by law or by the  Amended  and
Restated Certificate of Incorporation,  without the prior consent of the holders
of at least a majority of the  outstanding  Series A Preferred  Stock,  given in
person or by proxy,  either in writing or at a special  meeting  called for that
purpose,  at which  meeting the holders of the shares of such Series A Preferred
Stock shall vote together as a class, the Company will not:

                     (a)    authorize,  create,  designate,  establish  or issue
       (whether by merger or  otherwise)  (i) an  increased  number of shares of
       Series A Preferred  Stock (other than pursuant to the exercise of the SSF
       Option (as such term is defined in the Purchase Agreement)),  or (ii) any
       other  class or series of capital  stock  ranking  senior to or on parity
       with the Series A Preferred Stock as to dividends or upon  liquidation or
       reclassify  any shares of Common Stock into shares having any  preference
       or priority as to dividends or upon liquidation  superior to or on parity
       with any such preference or priority of Series A Preferred Stock;

                     (b)    authorize,  create,  designate,  establish  or issue
       (whether  by merger or  otherwise)  any  shares of  capital  stock or any
       Options or  Convertible  Securities or amend or waive any of the terms or
       provisions  of any  outstanding  capital  stock,  Options or  Convertible
       Securities,   except  for   issuances   made  in   accordance   with  the
       Recapitalization (as defined in the Purchase Agreement);

                     (c)    enter into or consummate any Corporate Transaction;

                     (d)    incur,  assume or  suffer to exist any  indebtedness
       for borrowed money in excess of $500,000 in the aggregate;

                                      -12-
<PAGE>


                     (e)    amend,   alter  or   repeal,   whether   by  merger,
       consolidation  or  otherwise,  the Amended and  Restated  Certificate  of
       Incorporation  or By-laws of the Company or the Resolutions  contained in
       this  Certificate of Designations of the Series A Preferred Stock and the
       powers, preferences,  privileges, relative,  participating,  optional and
       other special rights and  qualifications,  limitations  and  restrictions
       thereof, which would adversely affect any right, preference, privilege or
       voting power of the Series A Preferred  Stock, or which would increase or
       decrease the amount of authorized  shares of the Series A Preferred Stock
       or of any other series of preferred  stock ranking senior to the Series A
       Preferred Stock, with respect to the payment of dividends (whether or not
       such series of  preferred  stock is  cumulative  or  noncumulative  as to
       payment of dividends) or upon liquidation;

                     (f)    directly or indirectly,  declare or pay any dividend
       (other  than  dividends  permitted  pursuant  to Section 2 and  dividends
       payable in shares of Common  Stock but only to the extent that such stock
       dividend  results in an adjustment of the  Conversion  Price  pursuant to
       Section 4(D)(4)) or directly or indirectly purchase,  redeem,  repurchase
       or  otherwise  acquire or permit  any  Subsidiary  to  redeem,  purchase,
       repurchase  or  otherwise  acquire (or make any payment to a sinking fund
       for such redemption, purchase, repurchase or other acquisition) any share
       of Common  Stock or any other  class or series of the  Company's  capital
       stock  (except for shares of Common  Stock  repurchased  from  current of
       former employees,  consultants,  or directors upon termination of service
       in accordance  with plans  approved by the Company's  Board of Directors)
       whether in cash,  securities or property or in obligations of the Company
       or any Subsidiary; or

                     (g)    agree to do any of the foregoing.

              7.     NO WAIVER.  Except as  otherwise  modified or provided  for
herein,  the holders of Series A Preferred  Stock shall also be entitled to, and
shall not be deemed to have waived,  any other applicable rights granted to such
holders under the Delaware General Corporation Law.

              8.     NO   IMPAIRMENT.   The  Company   will  not,   through  any
reorganization,  transfer  of  assets,  merger,  dissolution,  issue  or sale of
securities or any other voluntary action,  avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed  hereunder by the
Company but will at all time in good faith assist in the carrying out of all the
provisions of this Article FOURTH and in the taking of all such action as may be
necessary  or  appropriate  in  order  to  protect  the  conversion  rights  and
liquidation  preferences  granted  hereunder  of the  holders  of the  Series  A
Preferred Stock against impairment."

              9.     AMENDMENT; WAIVER. Any term of the Series A Preferred Stock
may be  amended or waived  (including  the  adjustment  provisions  included  in
Section 4(D) hereof) upon the written  consent of the Company and the holders of
at least a majority of the Series A  Preferred  Stock then  outstanding,  voting
together as a single  class;  PROVIDED,  HOWEVER  that the number of  Conversion
Shares issuable  hereunder and the Conversion Price may not be amended,  and the
right to  convert  the

                                      -13-
<PAGE>


Series A  Preferred  Stock may not be  altered or waived,  without  the  written
consent of the holders of all of the Series A Preferred Stock then outstanding.

              10.    ACTION BY  HOLDERS.  Any  action or  consent to be taken or
given by the  holders of the Series A Preferred  Stock may be given  either at a
meeting of the holders of the Series A Preferred  Stock called and held for such
purpose or by written consent.

                            [Execution Page Follows]


                                      -14-
<PAGE>


              IN WITNESS  WHEREOF,  the undersigned has executed  Certificate of
Designations, Preferences and Rights this 13th day of January, 2006.

                                        UTIX GROUP, INC.




                                        By: /s/Anthony G. Roth
                                            ------------------------------------
                                            Name:  Anthony G. Roth
                                            Title: President and CEO



                                      -15-