CONSENT

         The  undersigned,  being all of the  parties to that  certain  Purchase
Agreement  (the  "AGREEMENT"),  dated as of  January  13,  2006 (the  "EFFECTIVE
DATE"),  and  certain  other  papers,  agreements,  documents,  instruments  and
certificates  necessary to carry out the purposes thereof (collectively referred
to as the "PURCHASE DOCUMENTS"), do hereby consent to the following:

         WHEREAS,  pursuant to Section 2(b) of the Agreement,  Utix Group,  Inc.
(the "COMPANY") granted Special  Situations Fund III, L.P. ("SSF"),  and certain
other investors affiliated with SSF (the "SSF INVESTORS"),  the right, allocable
among the SSF Investors as they may determine in their sole discretion (the "SSF
OPTION"),  exercisable  at any time, and from time to time, in whole or in part,
on or prior to 5:00 p.m., New York Time, on the first anniversary of the closing
date (the  "CLOSING  DATE") of the private  offering  contemplated  thereby (the
"OFFERING"),  to  acquire  additional  shares  of Series A  Preferred  Stock and
Warrants of the Company (the "SECURITIES"),  on the same terms and conditions as
those purchased by the SSF Investors, and certain other investors (collectively,
the "INVESTORS") on the Closing Date; and

         WHEREAS,  pursuant to Section 7.9(d) of the Agreement,  the Company was
required to mail an Information Statement to the stockholders of the Company, no
later than February 20, 2006 (the "MAILING DATE"); and

         WHEREAS,  pursuant to Section 9.6 of the  Agreement,  the observance of
any term of the Agreement may be waived  (either  generally,  or in a particular
instance, and either retroactively or prospectively),  by written consent of the
Company and the Investors,  and such waiver shall be binding upon each holder of
any Securities purchased under the Agreement and the Company.

         NOW,  THEREFORE,  the Company and the Investors  hereby  consent to the
following:

         1.  The  SSF  Option  is  hereby  waived  generally,   permanently  and
retroactively to the Effective Date; and

         2. The Mailing  Date is hereby  extended to March 17, 2006 (the date on
which the mailing to the Company's stockholders was actually completed).

         Except as specifically set forth herein,  the Purchase  Documents shall
remain in full force and effect, and the terms and conditions  contained therein
are hereby ratified and confirmed.

                                   Page 1 of 3

<PAGE>

         This  consent may be executed in  counterparts,  each of which shall be
deemed to be an original,  and all of which  together  shall be deemed to be one
and the same instrument.

Dated:   March 30th, 2006

                                 THE COMPANY:

                                         UTIX GROUP, INC.

                                         By:   /s/ ANTHONY ROTH
                                            ------------------------------------
                                               Name: Anthony Roth
                                               Title: President and Chief
                                                      Executive Officer


                                 THE INVESTORS:

                                         SPECIAL SITUATIONS FUND III, QP, L.P.

                                         By:   /s/ AUSTIN W. MARXE
                                            ------------------------------------
                                               Name: Austin W. Marxe
                                               Title:


                                         SPECIAL SITUATIONS FUND III, L.P.

                                         By:   /s/ AUSTIN W. MARXE
                                            ------------------------------------
                                               Name: Austin W. Marxe
                                               Title:


                                         SPECIAL SITUATIONS CAYMAN FUND, L.P.

                                         By:      /s/ AUSTIN W. MARXE
                                            ------------------------------------
                                                  Name:  Austin W. Marxe
                                                  Title:  General Partner


                                         SPECIAL SITUATIONS PRIVATE EQUITY FUND,
                                         L.P.

                                         By:   /s/ AUSTIN W. MARXE
                                            ------------------------------------
                                               Name: Austin W. Marxe
                                               Title:

                                   Page 2 of 3

<PAGE>


                                         PALISADES MASTER FUND, L.P.


                                         By:   ANDREW RECKLES
                                            ------------------------------------
                                                  Name: Andrew Reckles
                                                  Title: General Partner


                                         LITTLE WING L.P.

                                         By:   /s/ PARKER QUILLEN
                                            ------------------------------------
                                               Name: Parker Quillen
                                               Title:  President of Quilcap,
                                               Quilcap as General Partner


                                         TRADE WINDS LTD.

                                         By:   /s/ PARKER QUILLEN
                                            ------------------------------------
                                               Name:  Parker Quillen
                                               Title:  President of Quilcap
                                               International Corp., As
                                               Investment Manager


                                         SCG CAPITAL, LLC

                                         By:   /S/ STEVEN GUDULD
                                            ------------------------------------
                                               Name: Steven Guduld
                                               Title: President


                                               /s/ GARY PALMER
                                         ---------------------------------------
                                         Gary Palmer


                                               /s/ RICHARD SHANLEY
                                         ---------------------------------------
                                         Richard Shanley


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