Exhibit 10.2

       THE SECURITIES  REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH
SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933,
AS AMENDED,  (II) SUCH SECURITIES MAY BE SOLD PURSUANT TO RULE 144(K),  OR (III)
THE COMPANY HAS  RECEIVED AN OPINION OF COUNSEL  REASONABLY  SATISFACTORY  TO IT
THAT  SUCH  TRANSFER  MAY  LAWFULLY  BE  MADE  WITHOUT  REGISTRATION  UNDER  THE
SECURITIES ACT OF 1933 OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

       SUBJECT TO THE  PROVISIONS  OF SECTION 10 HEREOF,  THIS WARRANT  SHALL BE
VOID AFTER 5:00 P.M. EASTERN TIME ON JANUARY 13, 2011 (THE "EXPIRATION DATE").

No. __________

                                UTIX GROUP, INC.

                      WARRANT TO PURCHASE _______ SHARES OF
                    COMMON STOCK, PAR VALUE $0.001 PER SHARE

       For VALUE RECEIVED,  ____________________  ("Warrantholder"), is entitled
to purchase, subject to the provisions of this Warrant, from UTIX Group, Inc., a
Delaware corporation ("Company"),  at any time not later than 5:00 P.M., Eastern
time, on the Expiration Date (as defined above),  at an exercise price per share
equal to $0.04 (the  exercise  price in effect being herein  called the "Warrant
Price"),  ______ shares(1) ("Warrant Shares") of the Company's Common Stock, par
value  $0.001  per  share  ("Common  Stock").   The  number  of  Warrant  Shares
purchasable upon exercise of this Warrant and the Warrant Price shall be subject
to  adjustment  from time to time as  described  herein.  This  Warrant is being
issued  pursuant to the  Purchase  Agreement,  dated as of January 13, 2006 (the
"Purchase Agreement"),  among the Company and the initial holders of the Company
Warrants (as defined below).  Capitalized  terms used herein have the respective
meanings  ascribed thereto in the Purchase  Agreement  unless otherwise  defined
herein.

       Section 1.   REGISTRATION.  The  Company  shall  maintain  books  for the
transfer  and  registration  of the Warrant.  Upon the initial  issuance of this
Warrant,  the Company  shall issue and  register  the Warrant in the name of the
Warrantholder.

       Section 2. TRANSFERS. As provided herein, this Warrant may be transferred
only pursuant to a  registration  statement  filed under the  Securities  Act of
1933, as amended (the "Securities Act"), or an exemption from such registration.
Subject to such restrictions,  the Company shall transfer this Warrant from time
to time upon the books to be maintained  by the Company for that  purpose,  upon
surrender hereof for transfer,  properly  endorsed or accompanied by appropriate
instructions for transfer and such other documents as may be reasonably required

----------
(1)    25% warrant coverage.

<PAGE>


by the Company, including, if required by the Company, an opinion of its counsel
to the effect that such transfer is exempt from the registration requirements of
the Securities  Act, to establish that such transfer is being made in accordance
with the terms hereof,  and a new Warrant shall be issued to the  transferee and
the surrendered Warrant shall be canceled by the Company.

       Section 3. EXERCISE OF WARRANT.  Subject to the  provisions  hereof,  the
Warrantholder may exercise this Warrant,  in whole or in part, at any time prior
to its  expiration  upon  surrender of the Warrant,  together with delivery of a
duly executed  Warrant  exercise form, in the form attached hereto as Appendix A
(the "Exercise Agreement") and payment by cash, certified check or wire transfer
of funds (or, in certain circumstances,  by cashless exercise as provided below)
of the  aggregate  Warrant  Price for that  number of Warrant  Shares then being
purchased,  to the Company  during normal  business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company as it may designate by notice to the Warrantholder).  The Warrant Shares
so  purchased  shall  be  deemed  to be  issued  to  the  Warrantholder  or  the
Warrantholder's designee, as the record owner of such shares, as of the close of
business on the date on which this Warrant shall have been  surrendered  (or the
date evidence of loss,  theft or  destruction  thereof and security or indemnity
satisfactory to the Company has been provided to the Company), the Warrant Price
shall  have been  paid and the  completed  Exercise  Agreement  shall  have been
delivered.  Certificates  for the Warrant Shares so purchased shall be delivered
to the Warrantholder  within a reasonable time, not exceeding three (3) business
days,  after this Warrant  shall have been so  exercised.  The  certificates  so
delivered  shall  be  in  such   denominations   as  may  be  requested  by  the
Warrantholder  and shall be registered in the name of the  Warrantholder or such
other name as shall be  designated  by the  Warrantholder,  as  specified in the
Exercise  Agreement.  If this Warrant  shall have been  exercised  only in part,
then, unless this Warrant has expired, the Company shall, at its expense, at the
time of  delivery  of such  certificates,  deliver  to the  Warrantholder  a new
Warrant  representing the right to purchase the number of shares with respect to
which this Warrant shall not then have been exercised. As used herein, "business
day" means a day,  other than a Saturday  or Sunday,  on which banks in New York
City are open for the general  transaction  of business.  Each  exercise  hereof
shall   constitute   the   re-affirmation   by  the   Warrantholder   that   the
representations and warranties  contained in Section 5 of the Purchase Agreement
are true and correct in all material  respects with respect to the Warrantholder
as of the time of such exercise.

       Section 4. COMPLIANCE WITH THE SECURITIES ACT OF 1933. Except as provided
in the  Purchase  Agreement,  the  Company may cause the legend set forth on the
first page of this Warrant to be set forth on each Warrant, and a similar legend
on any security issued or issuable upon exercise of this Warrant, unless counsel
for the  Company is of the opinion as to any such  security  that such legend is
unnecessary.

       Section 5. PAYMENT OF TAXES.  The Company will pay any documentary  stamp
taxes  attributable to the initial  issuance of Warrant Shares issuable upon the
exercise  of the  Warrant;  provided,  however,  that the  Company  shall not be
required to pay any tax or taxes which may be payable in respect of any transfer
involved in the issuance or delivery of any certificates for Warrant Shares in a
name other than that of the  Warrantholder  in respect of which such  shares are
issued,  and in such case, the Company shall not be required to issue or deliver
any  certificate

                                      -2-
<PAGE>


for Warrant Shares or any Warrant until the person  requesting the same has paid
to the  Company  the  amount  of such tax or has  established  to the  Company's
reasonable  satisfaction that such tax has been paid. The Warrantholder shall be
responsible for income taxes due under federal,  state or other law, if any such
tax is due.

       Section 6. MUTILATED OR MISSING  WARRANTS.  In case this Warrant shall be
mutilated,  lost, stolen, or destroyed,  the Company shall issue in exchange and
substitution of and upon surrender and cancellation of the mutilated Warrant, or
in lieu of and  substitution  for the Warrant lost,  stolen or destroyed,  a new
Warrant of like tenor and for the  purchase of a like number of Warrant  Shares,
but only upon receipt of evidence reasonably satisfactory to the Company of such
loss, theft or destruction of the Warrant, and with respect to a lost, stolen or
destroyed  Warrant,  reasonable  indemnity  or bond  with  respect  thereto,  if
requested by the Company.

       Section 7. RESERVATION OF COMMON STOCK.  From and after the effectiveness
of the Amendment and the Reverse  Split,  the Company shall at all times reserve
and keep available out of its  authorized  but unissued  shares of Common Stock,
solely for the purpose of providing  for the  exercise of the Company  Warrants,
such  number  of shares of  Common  Stock as shall  from time to time  equal the
number of shares  sufficient  to permit the exercise of the Company  Warrants in
accordance  with their  respective  terms.  The Company  agrees that all Warrant
Shares issued upon due exercise of the Warrant shall be, at the time of delivery
of the  certificates for such Warrant Shares,  duly authorized,  validly issued,
fully paid and non-assessable shares of Common Stock of the Company.

       Section 8.  ADJUSTMENTS.  Subject and pursuant to the  provisions of this
Section  8, the  Warrant  Price and  number of  Warrant  Shares  subject to this
Warrant  shall  be  subject  to  adjustment  from  time  to  time  as set  forth
hereinafter.

              (a)    If the  Company  shall,  at any  time or from  time to time
while this Warrant is outstanding,  pay a dividend or make a distribution 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 (i) the Warrant
Price in effect  immediately prior to the date on which such change shall become
effective shall be adjusted by multiplying such Warrant 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 (ii) the number of Warrant Shares  purchasable  upon exercise of
this  Warrant  shall be adjusted  by  multiplying  the number of Warrant  Shares
purchasable upon exercise of this Warrant immediately prior to the date on which
such change shall  become  effective  by a fraction,  the  numerator of which is
shall be the Warrant Price in effect immediately prior to the date on which such
change shall become  effective and the denominator of which shall be the Warrant
Price in effect  immediately  after giving effect to such change,  calculated in
accordance with clause (i)

                                      -3-
<PAGE>


above.  Such adjustments  shall be made  successively  whenever any event listed
above shall occur.

              (b)    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, reclassification, consolidation, merger, sale, transfer or other
disposition,   lawful  and  adequate   provision  shall  be  made  whereby  each
Warrantholder  shall  thereafter have the right to purchase and receive upon the
basis and upon the  terms and  conditions  herein  specified  and in lieu of the
Warrant Shares  immediately  theretofore  issuable upon exercise of the Warrant,
such  shares of stock,  securities  or assets  as would  have been  issuable  or
payable with  respect to or in exchange for a number of Warrant  Shares equal to
the number of Warrant Shares immediately  theretofore  issuable upon exercise of
the Warrant, 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
each  Warrantholder to the end that the provisions  hereof  (including,  without
limitation,  provision for adjustment of the Warrant 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 hereof.
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  Warrantholder,  at the last  address of the
Warrantholder  appearing  on the  books of the  Company,  such  shares of stock,
securities  or assets  as, in  accordance  with the  foregoing  provisions,  the
Warrantholder may be entitled to purchase,  and the other obligations under this
Warrant.  The  provisions  of  this  paragraph  (b)  shall  similarly  apply  to
successive reorganizations,  reclassifications,  consolidations, mergers, sales,
transfers or other dispositions.

              (c)    In case the Company shall fix a payment date for the making
of  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
8(a)),  or  subscription  rights or warrants,  the Warrant Price to be in effect
after such payment date shall be determined by multiplying  the Warrant 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

                                      -4-
<PAGE>


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 Warrantholder.  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 the Warrantholder prior to
the exercise 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  Warrantholder  are unable to agree upon the
fair market value in respect of subpart (c) of this  paragraph,  the Company and
the Warrantholder 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  the
Warrantholder.  Such  adjustment  shall  be made  successively  whenever  such a
payment date is fixed.

              (d)    An adjustment  to the Warrant 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.

              (e)    In the  event  that,  as a  result  of an  adjustment  made
pursuant to this Section 8, the  Warrantholder  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  exercise of this  Warrant
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
Warrant Shares contained in this Warrant.

              (f)    Except  as  provided  in  subsection  (g)  hereof,  if  and
whenever  the Company  shall  issue or sell,  or is, in  accordance  with any of
subsections  (f)(l) through  (f)(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 Warrant 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 Warrant 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 deemed to be issued or sold;
provided,  however, that in no event shall the Warrant Price after giving effect
to such Trigger  Issuance be greater  than the Warrant  Price in effect prior to
such Trigger Issuance.

                                      -5-
<PAGE>


              For purposes of this subsection (f),  "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  (f), other than Excluded  Issuances (as
defined in subsection (g) hereof).

              For purposes of this  subsection  (f), the  following  subsections
(f)(l) to (f)(7) shall also be applicable:

                     (f)(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  Warrant  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 Warrant Price. Except as
              otherwise  provided in  subsection  8(f)(3),  no adjustment of the
              Warrant  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.

                     (f)(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 upon such  conversion
              or exchange

                                      -6-
<PAGE>


              (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 Warrant 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 Warrant Price, provided that (a) except as otherwise
              provided in subsection 8(f)(3), no adjustment of the Warrant 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 Warrant 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 Warrant  Price have been made  pursuant to the
              other provisions of subsection 8(f).

                     (f)(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 8(f)(l)
              hereof,  the additional  consideration,  if any,  payable upon the
              conversion or exchange of any Convertible  Securities  referred to
              in  subsections   8(f)(l)  or  8(f)(2),   or  the  rate  at  which
              Convertible  Securities  referred  to in  subsections  8(f)(l)  or
              8(f)(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 Warrant  Price in effect at the time of such event
              shall  forthwith be  readjusted  to the Warrant  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  8(f) or any  right  to  convert  or
              exchange Convertible  Securities for which any adjustment was made
              pursuant to this  subsection 8(f)  (including  without  limitation
              upon  the  redemption  or  purchase  for   consideration  of  such
              Convertible  Securities by the Company), the Warrant Price then in
              effect  hereunder  shall forthwith be changed to the Warrant 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.

                     (f)(4) Stock  Dividends.  Subject to the provisions of this
              Section  8(f), 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,


                                      -7-
<PAGE>


              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.

                     (f)(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  Warrantholder).  The Board of  Directors  of the  Company
              shall  respond  promptly,   in  writing,  to  an  inquiry  by  the
              Warrantholder  as to the  fair  market  value  of  the  Additional
              Rights.  In the event that the Board of  Directors  of the Company
              and the  Warrantholder  are unable to agree  upon the fair  market
              value of the Additional  Rights, the Company and the Warrantholder
              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 Warrantholder.

                     (f)(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.

                                      -8-
<PAGE>


                     (f)(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 subsection (f).

              (g)    Anything  herein  to  the  contrary  notwithstanding,   the
Company shall not be required to make any adjustment of the Warrant Price in the
case of the issuance of (A) capital  stock,  Options or  Convertible  Securities
issued to  directors,  officers,  employees  or  consultants  of the  Company in
connection with their service as directors of the Company,  their  employment by
the Company or their  retention  as  consultants  by the Company  pursuant to an
equity compensation program approved by the Board of Directors of the Company or
the compensation  committee of the Board of Directors of the Company, (B) shares
of Common Stock issued upon the conversion or exercise of Options or Convertible
Securities  issued prior to the date hereof,  provided such  securities  are not
amended  after 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 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 Warrant Price pursuant to the other
provisions of this Warrant) (collectively, "Excluded Issuances").

              (h)    Upon  any  adjustment  to the  Warrant  Price  pursuant  to
Section 8(f) above, the number of Warrant Shares purchasable  hereunder shall be
adjusted by multiplying such number by a fraction,  the numerator of which shall
be the Warrant  Price in effect  immediately  prior to such  adjustment  and the
denominator  of  which  shall  be  the  Warrant  Price  in  effect   immediately
thereafter.

              (i)    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 Warrant  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 Warrant Price is decreased
pursuant to the preceding  sentence,  the Company shall provide  written  notice
thereof  to the  Warrantholder  at least  five  (5)  days  prior to the date the
decreased Warrant Price takes effect,  and such notice shall state the decreased
Warrant Price and the period during which it will be in effect.

       Section 9.  FRACTIONAL  INTEREST.  The  Company  shall not be required to
issue  fractions  of Warrant  Shares upon the exercise of this  Warrant.  If any
fractional  share of Common Stock would,  except for the provisions of the first
sentence of this Section 9, be deliverable upon such exercise,  the Company,  in
lieu  of  delivering  such  fractional  share,   shall  pay  to  the  exercising
Warrantholder  an amount in cash  equal to the Market  Price of such  fractional
share of Common Stock on the date of exercise.

                                      -9-
<PAGE>


       Section 10.  EXTENSION OF EXPIRATION  DATE. If the Company fails to cause
any Registration  Statement  covering  Registrable  Securities (unless otherwise
defined  herein,  capitalized  terms are as defined in the  Registration  Rights
Agreement relating to the Warrant Shares (the "Registration  Rights Agreement"))
to be declared effective prior to the applicable dates set forth therein,  or if
any of the events  specified  in Section  2(c)(ii)  of the  Registration  Rights
Agreement occurs, and the Blackout Period (whether alone, or in combination with
any  other  Blackout  Period)  continues  for more  than 60 days in any 12 month
period,  or for more than a total of 90 days,  then the Expiration  Date of this
Warrant  shall be  extended  one day for each day  beyond  the  60-day or 90-day
limits, as the case may be, that the Blackout Period continues.

       Section 11. BENEFITS.  Nothing in this Warrant shall be construed to give
any person,  firm or corporation  (other than the Company and the Warrantholder)
any legal or equitable right, remedy or claim, it being agreed that this Warrant
shall  be  for  the  sole  and   exclusive   benefit  of  the  Company  and  the
Warrantholder.

       Section 12.  NOTICES TO  WARRANTHOLDER.  Upon the  happening of any event
requiring an adjustment of the Warrant  Price,  the Company shall  promptly give
written  notice  thereof to the  Warrantholder  at the address  appearing in the
records of the  Company,  stating the  adjusted  Warrant  Price and the adjusted
number of  Warrant  Shares  resulting  from  such  event  and  setting  forth in
reasonable  detail  the  method of  calculation  and the facts  upon  which such
calculation is based.  Failure to give such notice to the  Warrantholder  or any
defect  therein  shall not  affect  the  legality  or  validity  of the  subject
adjustment.

       Section 13. IDENTITY OF TRANSFER AGENT. The Transfer Agent for the Common
Stock is  ___________________.  Upon the appointment of any subsequent  transfer
agent for the  Common  Stock or other  shares  of the  Company's  capital  stock
issuable upon the exercise of the rights of purchase represented by the Warrant,
the Company will mail to the  Warrantholder  a statement  setting forth the name
and address of such transfer agent.

       Section 14. NOTICES.  Unless otherwise  provided,  any notice required or
permitted  under  this  Warrant  shall be given in  writing  and shall be deemed
effectively  given as hereinafter  described (i) if given by personal  delivery,
then such  notice  shall be deemed  given upon such  delivery,  (ii) if given by
telex or  facsimile,  then such  notice  shall be deemed  given upon  receipt of
confirmation of complete  transmittal,  (iii) if given by mail, then such notice
shall be deemed  given  upon the  earlier of (A)  receipt of such  notice by the
recipient  or (B) three days after such notice is deposited in first class mail,
postage prepaid,  and (iv) if given by an internationally  recognized  overnight
air  courier,  then such notice  shall be deemed  given one  business  day after
delivery to such carrier.  All notices shall be addressed as follows:  if to the
Warrantholder,  at its address as set forth in the  Company's  books and records
and, if to the Company,  at the address as follows,  or at such other address as
the  Warrantholder  or the Company may  designate by ten days'  advance  written
notice to the other:

                                      -10-
<PAGE>


                      If to the Company:

                             UTIX Group, Inc.
                             7 New England Executive Park
                             Suite 610
                             Burlington, Massachusetts 01803-2933
                             Attention:
                             Fax:

                      With a copy to:

                             Hodgson Russ LLP
                             60 E. 42nd Street, 37th Floor
                             New York, NY 10165
                             Attn: Jeffrey A. Rinde, Esq.
                             Fax: (212) 972-1677

       Section 15. REGISTRATION RIGHTS. The initial Warrantholder is entitled to
the benefit of certain  registration rights with respect to the shares of Common
Stock issuable upon the exercise of this Warrant as provided in the Registration
Rights  Agreement,  and any  subsequent  Warrantholder  may be  entitled to such
rights.

       Section 16. SUCCESSORS. All the covenants and provisions hereof by or for
the  benefit of the  Warrantholder  shall  bind and inure to the  benefit of its
respective successors and assigns hereunder.

       Section 17. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.
This  Warrant  shall be governed  by, and  construed  in  accordance  with,  the
internal laws of the State of New York,  without  reference to the choice of law
provisions   thereof.   The  Company  and,  by  accepting   this  Warrant,   the
Warrantholder,  each  irrevocably  submits to the exclusive  jurisdiction of the
courts of the State of New York located in New York County and the United States
District  Court for the  Southern  District  of New York for the  purpose of any
suit, action,  proceeding or judgment relating to or arising out of this Warrant
and the transactions  contemplated hereby. Service of process in connection with
any such suit,  action or proceeding may be served on each party hereto anywhere
in the world by the same  methods  as are  specified  for the  giving of notices
under  this  Warrant.   The  Company  and,  by  accepting   this  Warrant,   the
Warrantholder,  each irrevocably  consents to the jurisdiction of any such court
in any such suit, action or proceeding and to the laying of venue in such court.
The Company and, by accepting this Warrant, the Warrantholder,  each irrevocably
waives  any  objection  to the  laying  of  venue of any such  suit,  action  or
proceeding brought in such courts and irrevocably waives any claim that any such
suit,  action or  proceeding  brought in any such  court has been  brought in an
inconvenient  forum.  EACH OF THE COMPANY  AND, BY ITS  ACCEPTANCE  HEREOF,  THE
WARRANTHOLDER  HEREBY  WAIVES  ANY  RIGHT  TO  REQUEST  A  TRIAL  BY JURY IN ANY
LITIGATION  WITH  RESPECT TO THIS WARRANT


                                      -11-
<PAGE>


AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

       Section 18. CALL PROVISION.

              (a)    Subject to the provisions of clauses (b) and (c) below,  in
the event that the closing bid price of a share of Common Stock as traded on the
Over-the-Counter Bulletin Board (or such other exchange or stock market on which
the  Common  Stock  may then be  listed  or  quoted)  equals  or  exceeds  $0.12
(appropriately adjusted for any stock split, reverse stock split, stock dividend
or other reclassification or combination of the Common Stock occurring after the
date hereof) for at least twenty (20) consecutive  trading days during which the
Registration  Statement (as defined in the  Registration  Rights  Agreement) has
been effective  (the "Trading  Condition"),  the Company,  upon thirty (30) days
prior written notice (the "Notice Period") given to the Warrantholder within one
business  day  immediately  following  the end of such twenty  (20)  trading day
period,  may call this Warrant at a redemption price equal to $0.01 per share of
Common Stock then  purchasable  pursuant to this Warrant;  provided that (i) the
Company simultaneously calls all Company Warrants (as defined below) on the same
terms, (ii) all of the shares of Common Stock issuable  hereunder either (A) are
registered  pursuant to an effective  Registration  Statement (as defined in the
Registration  Rights  Agreement)  which has not been  suspended and for which no
stop order is in effect, and pursuant to which the Warrantholder is able to sell
such  shares of Common  Stock at all times  during the  Notice  Period or (B) no
longer constitute  Registrable Securities (as defined in the Registration Rights
Agreement)  and (iii) this Warrant is fully  exercisable  for the full amount of
Warrant Shares covered hereby.  Notwithstanding  any such notice by the Company,
the Warrantholder shall have the right to exercise this Warrant prior to the end
of the Notice Period.

              (b)    In any three-month  period,  no more than the lesser of (i)
20% of the aggregate  amount of Warrants  initially issued to a Warrantholder or
(ii) the  number of  Warrants  held by the  Warrantholder,  may be called by the
Company  and the  Company may not call  additional  Warrants  in any  subsequent
three-month  period  unless all the  conditions  specified in Section  18(a) are
again met (including without limitation, the Trading Condition) at the time that
any subsequent call notice is given.

              (c)    In  connection  with any  transfer or exchange of less than
all of this Warrant, the transferring Warrantholder shall deliver to the Company
an agreement or instrument  executed by the transferring  Warrantholder  and the
new Warrantholder  allocating  between them on whatever basis they may determine
in their sole  discretion  any  subsequent  call of this Warrant by the Company,
such that after giving  effect to such transfer the Company shall have the right
to call the same  number of Warrants  that it would have had if the  transfer or
exchange had not occurred.

       Section  19.  CASHLESS  EXERCISE.  Notwithstanding  any  other  provision
contained  herein to the contrary,  from and after the first  anniversary of the
Closing  Date and so long as the  Company  is  required  under the  Registration
Rights  Agreement to have effected the  registration  of the Warrant  Shares for
resale to the  public  pursuant  to a  Registration  Statement  (as such term

                                      -12-
<PAGE>


is defined in the Registration Rights Agreement),  if the Warrant Shares may not
be freely sold to the public for any reason (including,  but not limited to, the
failure of the Company to have effected the  registration  of the Warrant Shares
or to have a  current  prospectus  available  for  delivery  or  otherwise,  but
excluding the period of any Allowed Delay (as defined in the Registration Rights
Agreement),  the Warrantholder may elect to receive,  without the payment by the
Warrantholder of the aggregate  Warrant Price in respect of the shares of Common
Stock to be acquired, shares of Common Stock of equal value to the value of this
Warrant,  or any specified  portion hereof, by the surrender of this Warrant (or
such  portion of this  Warrant  being so  exercised)  together  with a Net Issue
Election Notice, in the form annexed hereto as Appendix B, duly executed, to the
Company.  Thereupon, the Company shall issue to the Warrantholder such number of
fully  paid,  validly  issued  and  nonassessable  shares of Common  Stock as is
computed using the following formula:

                                  X = Y (A - B)
                                      ---------
                                          A

where

                     X =   the  number of shares  of  Common  Stock to which the
Warrantholder is entitled upon such cashless exercise;

                     Y =   the total number of shares of Common Stock covered by
this Warrant for which the Warrantholder has surrendered purchase rights at such
time  for  cashless  exercise  (including  both  shares  to  be  issued  to  the
Warrantholder  and shares as to which the purchase  rights are to be canceled as
payment therefor);

                     A =   the "Market Price" of one share of Common Stock as at
the date the net issue election is made; and

                     B =   the Warrant Price in effect under this Warrant at the
time the net issue election is made.

                     Section 20. NO RIGHTS AS STOCKHOLDER. Prior to the exercise
              of this Warrant,  the Warrantholder shall not have or exercise any
              rights as a stockholder  of the Company by virtue of its ownership
              of this Warrant.

                     Section 21.  AMENDMENT;  WAIVER.  This  Warrant is one of a
              series of Warrants of like tenor issued by the Company pursuant to
              the  Purchase  Agreement  and  initially  covering an aggregate of
              68,312,500  shares of Common  Stock  (collectively,  the  "COMPANY
              WARRANTS").  Any term of this  Warrant  may be  amended  or waived
              (including the adjustment provisions included in Section 8 of this
              Warrant)  upon the written  consent of the Company and the holders
              of  Company  Warrants  representing  at least 50% of the number of
              shares of Common  Stock then  subject to all  outstanding  Company
              Warrants (the  "MAJORITY  HOLDERS");  PROVIDED,  that (x) any such
              amendment  or waiver must apply to all Company  Warrants;  and (y)
              the number of Warrant Shares subject to this Warrant,  the Warrant
              Price and the Expiration Date may not be amended,


                                      -13-
<PAGE>


and the right to  exercise  this  Warrant  may not be  altered  or waived in any
manner  adverse  to  the  Warrantholder,  without  the  written  consent  of the
Warrantholder.

       Section 22. SECTION  HEADINGS.  The section  headings in this Warrant are
for the  convenience of the Company and the  Warrantholder  and in no way alter,
modify, amend, limit or restrict the provisions hereof.


                                      -14-
<PAGE>


       IN  WITNESS  WHEREOF,  the  Company  has caused  this  Warrant to be duly
executed, as of the 13th day of January, 2006.

                                        UTIX GROUP, INC.



                                        By:___________________________
                                        Name:
                                        Title:


                                      -15-
<PAGE>


                                   APPENDIX A
                                UTIX GROUP, INC.
                              WARRANT EXERCISE FORM

To UTIX Group, Inc.:

       The  undersigned  hereby  irrevocably  elects  to  exercise  the right of
purchase  represented  by the within  Warrant  ("Warrant")  for, and to purchase
thereunder  by the payment of the Warrant  Price and  surrender  of the Warrant,
_______________  shares of Common Stock ("Warrant Shares") provided for therein,
and requests that certificates for the Warrant Shares be issued as follows:

                      -------------------------------------
                      Name

                      -------------------------------------
                      Address

                      -------------------------------------
                      Federal Tax ID or Social Security No.

       and delivered by (certified mail to the above address, or (electronically

(provide DWAC Instructions:_____________________________),  or (other (specify):

__________________________________________).

and,  if the  number  of  Warrant  Shares  shall not be all the  Warrant  Shares
purchasable upon exercise of the Warrant,  that a new Warrant for the balance of
the Warrant  Shares  purchasable  upon exercise of this Warrant be registered in
the name of the undersigned Warrantholder or the undersigned's Assignee as below
indicated and delivered to the address stated below.

Dated: ___________________, ____

Note: The signature must correspond with
      Signature:________________________
the name of the Warrantholder as written
on the first page of the Warrant in every         ------------------------------
particular, without alteration or enlargement     Name (please print)
or any change whatever, unless the Warrant
has been assigned.                                ------------------------------

                                                  ------------------------------
                                                  Address

                                                  ------------------------------
                                                  Federal Identification or
                                                  Social Security No.

                                                  Assignee:

                                                  ------------------------------

                                                  ------------------------------

                                                  ------------------------------

                                      -16-
<PAGE>


                                   APPENDIX B
                                UTIX GROUP, INC.
                            NET ISSUE ELECTION NOTICE

To: UTIX Group, Inc.

Date:[_________________________]

       The  undersigned  hereby  elects  under  SECTION  19 of this  Warrant  to
surrender the right to purchase  [____________]  shares of Common Stock pursuant
to this Warrant and hereby  requests the issuance of  [_____________]  shares of
Common Stock.  The  certificate(s)  for the shares  issuable upon such net issue
election  shall  be  issued  in the  name  of the  undersigned  or as  otherwise
indicated below.

-----------------------------------------
Signature

-----------------------------------------
Name for Registration

-----------------------------------------
Mailing Address

                                      -17-