JOINT VENTURE AGREEMENT

         This Joint  Venture  Agreement  is entered  into as of this 17th day of
March 2006 by and between Utix Group,  Inc. with its principal  offices at 7 New
England Executive Park, Suite 610, Burlington,  Massachusetts 01803 ("Utix") and
Overtoun  Holdings,  Inc., with its principal  offices at 675 Third Avenue,  New
York, New York 10017 ("Overtoun").

         WHEREAS,  Overtoun has  significant  relationships  with major  league,
minor league and  collegiate  sports teams  operating in North  America and also
with stadiums, arenas and automobile racing facilities,  horse and dog tracks in
North America and with museums and aquariums operating in North America with New
York City Broadway theaters and night clubs operating in North America, and

         WHERAS Utix desires that  Overtoun  nurture those  relationships  in an
effort to secure  sales and  develop  programs  which  utilize  the Utix  ticket
platform system ("Utix  Platform" or "Platform") and use its business skills for
the  advancement  of the  business  of Utix,  which  may  include  the sales and
distribution of the Utix existing experience based product line ("Utix Products"
or "Products"),

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

          1.   MARKETS: Overtoun shall have the exclusive right to market the
               Utix platform program for the term to the entities listed below;
               provided however, that such exclusive right is not and shall not
               include any commercial or corporate sponsors of the entities.

               a.   Major League, Minor League, and Collegiate sports teams and
                    organizations participating in the activities of baseball,
                    football, hockey, and soccer, operating in North America,

               b.   Stadiums and arenas in operation in North America,

               c.   Automobile racing facilities, Horse and Dog Tracks in
                    operation in North America,

               d.   Museums and Aquariums in operation in North America,

               e.   Broadway theaters and entertainment centers, located in New
                    York City.

               f.   Night clubs in operation in North America.


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                    Overtoun will also at the  direction of the Utix  management
                    assist  on a  non-exclusive  basis  with the  promotion  and
                    distribution  of Utix Products in other  markets  subject to
                    the same commission  arrangement as set forth in paragraph 7
                    hereof.

          2.   ORDERS: Utix shall provide Overtoun with sales brochures,  sample
               cards,  and order forms.  Overtoun shall provide Utix with copies
               of any orders from any customers  introduced by Overtoun no later
               than five  business  days  following  the day when the orders are
               received.

          3.   PUBLIC  ANNOUNCEMENTS:  Overtoun  will  use its best  efforts  to
               obtain  the  consent  from each  customer  providing  an order to
               permit the use of the customer's  name,  likeness and/or logo, in
               Utix  press  releases  and on the Utix  website in the event Utix
               decides it wishes to do so.

          4.   MARKETING  EXPENSE ADVANCE:  To assist Overtoun with the expenses
               relating  to the  staffing,  travel,  and  marketing  during  the
               initial  period of this  Agreement,  Utix will make  advances  to
               Overtoun of $35,000 upon  execution of this Agreement and $10,000
               per month on May 1, 2006, June 1, 2006,  July 1, 2006,  August 1,
               2006 ,  September  1, 2006 and  October  1,  2006  (collectively,
               "Marketing Advances").


          5.   QUARTERLY MARKETING REPORTS:  Overtoun shall provide on or before
               the  first  day of each  quarter  commencing  on April 1,  2006 a
               report to Utix outlining the marketing targets for that quarter.


          6.   TERM: This Agreement shall commence on April 1, 2006 and continue
               in effect to April 1, 2008. As long as the gross revenue relating
               to business introduced by Overtoun exceeds U.S. $2,000,000 during
               each two-year period the Agreement shall be automatically renewed
               for additional two year terms.  Gross revenue shall be calculated
               by gross value of all Utix Program revenue and Utix Product sales
               generated  by  Overtoun  on  the  market  segments  described  in
               Paragraph  1 hereof and the  revenue  generated  with  Overtoun's
               assistance pursuant to the request of Utix's management.


               EXCEPT AS  PROVIDED,  NEITHER  PARTY  WILL BE LIABLE TO THE OTHER
               PARTY FOR  INCIDENTAL  OR  CONSEQUENTIAL  DAMAGES  OR THE LOSS OF
               ANTICIPATED  PROFITS ARISING



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               FROM ANY BREACH OF THIS  AGREEMENT  BY SUCH  PARTY,  EVEN IF SUCH
               PARTY  IS  NOTIFIED  OF  THE  POSSIBILITY  OF  SUCH  DAMAGES  AND
               REGARDLESS  OF WHETHER ANY REMEDY SET FORTH  HEREIN  FAILS OF ITS
               ESSENTIAL PURPOSE.



          7.   COMPENSATION & FEES:


               For each exclusive program and for any non-exclusive  programs in
               which Utix's management request Overtoun's assistance, Utix shall
               retain 14% of the Net Program Profit  resulting from the first $1
               million  of Ticket  Revenues  (as such terms are  defined  herein
               below) and 10% of the Net Program Profit  thereafter (the balance
               after  deduction  of such  amounts,  the  "Adjusted  Net  Program
               Profit").

               For each exclusive program and for any non-exclusive  programs in
               which Utix's management request Overtoun's  assistance Utix shall
               retain  50%  of  the  Adjusted  Net  Program   Profit  and  shall
               distribute  50% to  Overtoun,  provided  however  that Utix shall
               recover the Marketing  Expense Advance prior to any  distribution
               to Overtoun.  Utix shall distribute to Overtoun its monthly share
               of the Adjusted Net Program  Profit,  if any,  within 10 business
               days after the end of each month.

               Overtoun may at its sole option and upon approval of Utix,  elect
               to receive  shares of common  stock of Utix as payment for all or
               any portion of the  Adjusted  Net Program  Profit.  The shares of
               common  stock  shall be valued as of the date Utix is required to
               remit payment to Overtoun based upon the terms of this agreement,
               The stock shall be subject to the  restrictions of Rule 144 under
               the Securities Act of 1933, as amended.

               In the  event  this  agreement  is not  renewed,  Overtoun  shall
               continue to receive its share of the Adjusted Net Program  Profit
               as to each  customer  introduced  by Overtoun  for as long as any
               customer  introduced by Overtoun  remains a customer of Utix with
               respect to any program  commenced prior to the date of expiration
               of this agreement.  Overtoun's  relationships with such customers
               are  valuable  corporate  assets of  Overtoun  which  Overtoun is
               making available to Utix pursuant to the terms of this agreement.




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               For purposes of this section,  (i) "Ticket  Revenues"  shall mean
               revenues  derived from ticket programs for admission  experiences
               issued by Utix in the markets  specified  in Section  1(a) - 1(f)
               hereof and revenue  relating to Overtoun's  participation  in the
               non-exclusive  market  segments as requested by Utix  management;
               and "Net Program  Profit" for each  program  shall mean the gross
               profit  resulting from the Ticket Revenues after deduction of all
               Expenses related thereto.

               Anything to the contrary above  notwithstanding,  Utix shall also
               recoup all program setup, operational,  fulfillment and any other
               costs  attributable  to each ticket program,  including,  without
               limitation,  any licensing  fees,  commissions  and other revenue
               share agreements payable thereunder  (collectively any such costs
               and  expenses,  the  "Expenses")  prior  to  distribution  of the
               Adjusted Net Program Profit relating to any ticket program.

               Any fees  received  by Utix other than  Ticket  Revenues  for any
               program for which  compensation  would be payable hereunder shall
               be split evenly by the parties,  net of any expenses  incurred by
               either party related thereto.



          8.   CHARITABLE  CONTRIBUTION  BUDGET:  Utix agrees,  subject to board
               approval,  to  provide  in its  budget  $5,000  per  quarter  for
               Charitable  Contributions.  Overtoun  agrees to match that amount
               and  provide in its  budget  $5,000 per  quarter  for  Charitable
               Contributions.  The  Charitable  Contributions  are to be made to
               museums  that have been  introduced  by Overtoun  and have become
               customers  of Utix to support  benefit  dinners  organized by the
               museums. The Charitable Contributions budget may also be employed
               to  purchase  tickets  for  theater  benefits  which  are held in
               Broadway theaters which have been introduced by Overtoun and have
               become  customers of Utix. As to any particular  contribution  or
               any  particular  purchase of tickets for theater  benefits,  each
               such  contribution  or  purchase  shall be  subject  to the prior
               consent of Utix and  Overtoun.  If any budget  allocation  is not
               used in any quarter,  the  allocation  shall be added to the next
               quarter.   Any  recipients  of  a  contribution  or  any  charity
               receiving  funds  relating  to the  purchase  of theater  benefit
               tickets  must  be a  charity  recognized  as such  under  section
               501(c)(3) of the Internal Revenue Code of the United States.


          9.   AUDIT RIGHTS:  Utix shall maintain a separate accounting for each
               customer and program introduced by Overtoun.  Overtoun shall



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               have  the  right  to  an  annual   inspection;   by  a  qualified
               independent  accountant,  of the books and  records of Utix as to
               customers and programs introduced by Overtoun.  This right may be
               exercised by a written  notice of thirty (30)  business  days and
               shall take place at the  offices of Utix during  normal  business
               hours.  In the event  that as a result of the  inspection,  it is
               determined  that  there  is a  deficiency  in the  amount  due to
               Overtoun, Utix will be responsible for paying the reasonable fees
               for the inspection.


          10.  CORRESPONDENCE:  The  parties  agree to  provide  each other with
               copies of  correspondence  and emails  sent to or  received  from
               customers introduced by Overtoun.


          11.  FACSIMILE  BINDING:  The parties agree that this  Agreement  when
               signed by both  parties and  transmitted  by facsimile is legally
               binding upon the parties.


          12.  PROGRAM  ADDENDUM:   Each  promotional  campaign  and/or  product
               development  shall  require  a  coordinating   project  cost  and
               time-line  sheet  (Program   Addendum)  whereby  each  component,
               service  and product  shall be itemized  with an estimate of cost
               and terms.  This Deal Sheet will require sign-off by both parties
               should the program require  significant  changes.  Final pricing,
               delivery terms, etc. shall be documented in a formal amendment to
               this agreement and shall be signed by the authorized  officers of
               Overtoun and Utix.

PROPRIETARY RIGHTS

     OWNERSHIP  OF  PRODUCTS  AND  PROGRAM.  Title  to,  ownership  of  and  all
     proprietary  rights in the Utix  Products  and Program are  reserved to and
     will at all times remain with Utix. Customers or Overtoun will not alter or
     remove  any  copyright  or other  proprietary  legends  or notices on or in
     copies of the products and related documentation.  The placement by Utix of
     a copyright  notice on any portion of the products will not be construed to
     mean that such portion has been  published  and will not derogate  from any
     claim  that such  portion is a trade  secret or  contains  proprietary  and
     confidential  information  of Utix.  Utix  retains  all  right,  title  and
     interest in and to the products,  including all copyright, patent and trade
     secret rights.

     TRADEMARKS.  Overtoun  acknowledges  that Utix is the owner of Utix's trade
     name and trademarks.  Overtoun will acquire no rights in or to Utix's trade
     name and trademarks by virtue of this Agreement,  Overtoun activities under
     such  Agreement,  or any  relationship  Overtoun  may have with Utix.  Upon
     expiration of this Agreement, Overtoun will immediately cease use of Utix's
     trade  name and  trademarks,  as well as any  other  combination  of words,
     designs,  trademarks or trade names that would indicate  relationship  with
     Utix.


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     CONFIDENTIAL  INFORMATION.  Confidential Information means that information
     which either party desires to protect  against  disclosure or  unauthorized
     use and which is identified as confidential  at the time of disclosure,  or
     which  by  its  context  is   understood  to  be   confidential.   Overtoun
     acknowledges that the products and services  constitute valuable assets and
     constitute Utix Confidential Information. Utix acknowledges that the names,
     email  addresses,  and telephone  numbers of its  relationships  within the
     market  segments  set  forth  in  paragraph  1 hereof  constitute  valuable
     corporate   assets  of  Overtoun  and  constitute   Overtoun   confidential
     information.  Utix and Overtoun  will hold in confidence  any  Confidential
     Information received from the other party and will protect it with at least
     the same  degree  of care  that  would be  exercised  with  respect  to the
     receiving party's own information of like importance,  but in no event less
     than reasonable  care, for a period of three (3) years from the termination
     of this  Agreement.  The foregoing  restrictions do not apply to an item of
     information  which  (i) is or  becomes  known  by a  recipient  without  an
     obligation to maintain its  confidentiality,  (ii) is or becomes  generally
     known to the public  through no act or omission of  recipient,  or (iii) is
     independently  developed by the recipient  without use of  confidential  or
     proprietary  information.   Utix  agrees  that  it  will  not  solicit  the
     relationships  of Overtoun in  connection  with the sales of any other Utix
     products.

NON SOLICIT

     Each party agrees that during the term of this Agreement,  and for a period
     ending one (1) years following the date of this Agreement, that it will not
     recruit,  solicit,  induce or attempt to induce any employee or consultants
     or  subcontractors  of the other party to  terminate  their  employment  or
     otherwise cease their relationship with the other party, either directly or
     indirectly.

MISCELLANEOUS PROVISIONS

     A.  APPLICABLE LAW.

     All matters pertaining to the validity, performance, construction or effect
     of this Agreement,  and the legal relations  between the Parties,  shall be
     governed by and construed in accordance  with the laws of the  Commonwealth
     of  Massachusetts  applicable to agreements made and wholly to be performed
     in said  State  without  regard to  principles  of  conflicts  of law.  Any
     disputes  arising  under this  Agreement or the  transactions  contemplated
     hereunder  shall be resolved in the state and  federal  courts  residing in
     Delaware.

     B.  ENTIRE AGREEMENT.

     This Agreement  constitutes the entire  agreement and  understanding of the
     Parties with respect to the subject matter hereof, and supersedes all prior
     agreements,  arrangements and understandings  related to the subject matter


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     hereof. No  representation,  promise,  inducement or statement of intention
     has  been  made by  either  of the  Parties  that is not  embodied  in this
     Agreement,  and neither of the  Parties  shall be bound by or be liable for
     any alleged representation,  promise,  inducement or statement of intention
     that is not specifically set forth in or referred to herein.

     C.  NOTICE.

     Any  notice  or  other  communication  required  or  permitted  to be given
     hereunder shall be effective upon receipt by the intended  recipient at the
     address  indicated  in the  introductory  paragraph  above  (or such  other
     address as either  Party  shall  provide  to the other  Party by one of the
     means set forth herein  below).  Receipt  shall be deemed to have  occurred
     upon the earlier of (a) the date of actual receipt by the intended Party by
     registered  mail,  (b) five (5) days after such notice is  deposited in the
     United States mail,  certified or registered,  postage prepaid and properly
     addressed,  (c) the date such notice is sent to the other Party by telecopy
     (with receipt  confirmation),  provided such notice is promptly provided to
     the other Party by United  States mail,  certified or  registered,  postage
     prepaid and  properly  addressed,  or (d) one (1)  business  day after such
     notice is  deposited  with a  recognized  overnight  courier  service  with
     instructions for overnight delivery.

     D.  FORCE MAJEURE.

     Neither Party shall be responsible  to the other Party for  non-performance
     or  delay  in  performance  of any of the  terms,  duties,  obligations  or
     conditions  contained  in  this  Agreement  due to  acts  of  God,  acts of
     governments,  wars,  riots,  strikes,  accidents or other causes beyond the
     control of the  Parties.  In no event shall  financial  inability  excuse a
     Party's performance hereunder.

     E.  NO ASSIGNMENT.

     This Agreement shall not be assigned without the express written permission
     of the other  party,  which may be  withheld  for any  reason,  except to a
     parent or subsidiary or following a change in control of either party.

     F.  SEVERABILITY.

     In the event that any provision  hereof shall be deemed in violation of any
     applicable  law, rule or regulation,  or held to be invalid by any court in
     which this Agreement shall be  interpreted,  the violation or invalidity of
     any  particular  provision  hereof  shall not be deemed to affect any other
     provision  hereof,  but this Agreement  shall be thereafter  interpreted as
     though the particular  provision so held to be in violation or invalid were
     not contained herein.

     G.  MISCELLANEOUS.

     The  above  Recitals  and  all  Attachments   attached  hereto  are  deemed
     incorporated  herein  by  reference.  Notwithstanding  any rule or maxim of


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     construction  to  the  contrary,  any  ambiguity  or  uncertainty  in  this
     Agreement shall not be construed against either Party based upon authorship
     of any of the provisions hereof.


IN WITNESS WHEREOF, the Parties have entered into this Agreement effective as of
the Effective Date.

Dated as of this 31st day of March, 2006.

UTIX GROUP, INC.                             OVERTOUN HOLDINGS, INC.


BY   /s/ Anthony Roth                        BY /s/ Charles W. Sullivan
     -------------------------------            --------------------------------
     Anthony G. Roth          Date              Charles W. Sullivan      Date
     President & CEO                            President



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