EXHIBIT 10.1


[UTIX LOGO] EXPERIENCES
            ABOVE ALL ELSE(TM)


July 14, 2006

PGA TOUR
112 PGA TOUR Boulevard
Ponte Vedra Beach, FL 32082

Attn:    Leo P. McCullagh, Vice President
         Marketing & Retail Licensing, Worldwide

         Re:   Distribution and License Agreement
               ----------------------------------

Dear Mr. McCullagh:

         This  binding  letter of intent  sets  forth the  principal  terms of a
distribution and licensing  agreement  between PGA TOUR, Inc.  ("TOUR") and Utix
Group,  Inc.  ("Utix")  involving the exclusive use of the PGA TOUR brand and/or
logo in the development,  marketing and sale of prepaid golf experience  tickets
products. The following terms will serve as the basis upon which we will proceed
towards a definitive agreement.

1.  LICENSE.  TOUR shall grant to Utix,  during the Term, a license and right to
use the PGA  TOUR  mark  set  forth  on  Exhibit  A (the  "TOUR  Mark")  for the
development,  sales and marketing of prepaid golf experience ticket products and
services  (the  "Licensed  Products")  [ * ]. All uses of the TOUR  Mark must be
approved in advance by TOUR. In addition, Utix acknowledges and agrees that TOUR
currently has an official marketing  relationship with [ * ] whose rights to use
the  TOUR  Mark  are  exclusive  within  a  large  category  including,  without
limitation,  credit  cards,  charge cards,  debit cards,  gift cards and prepaid
cards. The parties  acknowledge and agree that TOUR's ability to enter into this
Agreement  shall be  contingent  upon TOUR's  official  card  (currently  [ * ])
partner's prior approval of TOUR entering into this relationship. Utix shall not
have any sublicensing rights.

2. DISTRIBUTION  RIGHTS.  TOUR shall grant to Utix the right (the  "DISTRIBUTION
RIGHTS") to  distribute,  market,  and sell the Licensed  Products in the United
States for all sales channels,  including but not limited to, Corporate Business
to Business, Direct marketing,  Sponsorship,  Events, Catalogue,  Retail, Online
and any other form of distribution methods as approved by TOUR in advance.  Utix
shall  submit to TOUR for its  written  approval,  which  approval  shall not be
unreasonably  withheld  or  delayed,  all  potential  Utix  Retail  distribution
opportunities.

3. ROYALTIES.  In  consideration of the License and  Distribution  Rights,  Utix
shall pay TOUR the following:








* The omitted information is confidential and is being filed separately with the
Securities and Exchange Commission.






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         a    Minimum Guarantee, recoupable against actual earned royalties of
[ * ] paid quarterly as follows:

            Contract     Year 1 -                   $[  *  ]
            Contract     Year 2 -                   $[  *  ]
            Contract     Year 3 -                   $[  *  ]
            Contract     Year 4 -                   $[  *  ]
            Contract     Year 5 -                   $[  *  ]

         [  *  ]

         b    Royalties due in a Contract  Year shall be  credited  against  the
Minimum  Guarantee  payments for the  applicable  Contract  Year only (i.e.,  if
royalty payments exceed the Minimum Guarantee  payments in any one quarter,  the
excess may be carried forward to the next quarter within the same Contract Year,
but no excess may be carried forward between Contract Years).

         c    Utix shall provide TOUR an additional royalty equal [ * ].

         d    Royalties: Utix shall pay TOUR a royalty payment of [ * ].

4.       [  *  ].

5. DATA COLLECTION.  In addition, Utix shall provide TOUR access to the names of
all  users/purchasers  of the  Licensed  Products  for  inclusion  in the TOUR's
consumer data base.  Utix shall provide all users an opt in to provide TOUR such
consumer information.

6. UTIX  RESPONSIBILITIES.  Utix shall be  responsible  for the  following:  (i)
development,  marketing,  distribution,  fulfillment  and  sale of the  Licensed
Products; and (ii) manufacturing, distribution, operations, customer service and
venue  management.  Utix  shall  have the right to  subcontract  aspects  of the
distribution,  fulfillment  and operation of the Licensed  Products,  subject to
TOUR's prior approval, which approval shall not be unreasonably withheld.

7. TOUR  RESPONSIBILITIES.  TOUR will provide: (i) introductions related to TOUR
corporate  partners;  and (ii) will provide the necessary  introductions for the
inclusion of the Licensed Products in all of the TOUR retail locations.













* The omitted information is confidential and is being filed separately with the
Securities and Exchange Commission.



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8. INTELLECTUAL PROPERTY RIGHTS.

         a   PGA TOUR shall retain all right, title and interest in the PGA TOUR
name, logo and related intellectual property rights.

         b   Utix  shall retain  all  right, title  and  interest  in  the  Utix
technology, process, logo and all other intellectual property rights. Utix shall
own all customers,  venue and all other information (subject to Section 5 above)
related to the development,  sales and marketing of the Licensed Products (other
than any TOUR Mark or intellectual property included in such materials).

9.       TERM; TERMINATION.

         a   Unless sooner terminated in accordance with the  provisions of this
letter of  intent,  the term of this  letter of intent  shall  commence  on full
execution of this letter of intent,  become effective as of August 1, 2006, and,
subject to Section 1, shall continue  through July 31, 2011.  Both parties agree
to negotiate in good faith toward the  finalization of the definitive  agreement
by no later than December 31, 2006.

         b   Either  party  may  terminate this Agreement upon written notice to
the other party if the other party  fails to comply  with any  material  term of
this  Agreement  and fails to correct such default or if such default can not be
corrected in such time,  fails to diligently take steps to correct such default,
within thirty (30) days of written notice of such default. In the event the TOUR
gives such notice, this Agreement and all rights, duties and obligations of TOUR
and Utix  hereunder,  except  any which  expressly  survive  termination,  shall
terminate on the termination date.  Additionally,  Utix shall immediately return
any confidential information (as hereinafter defined) to TOUR.

10. KEY CONTACTS.  PGA TOUR shall appoint a project  manager to act as the focal
point of contact to Utix.  Utix will similarly  appoint a project manager to act
as the focal point of contact to PGA TOUR.

11. DEFINITIVE AGREEMENT.  Upon the acceptance of this binding letter of intent,
the parties will proceed to negotiate and execute a definitive written agreement
generally on the terms and  conditions  set forth in this letter and  containing
other terms customary for transactions of this scope and nature.

12.  PRESS  RELEASES;  CONFIDENTIALITY  AGREEMENT.  All public  notices to third
parties and all other publicity concerning the transactions contemplated by this
letter of intent shall be jointly  planned and coordinated by the parties hereto
and no party shall act  unilaterally  in this regard  without the prior  written
approval of the other party (such  approval  not to be  unreasonably  withheld).
Except for the  issuance of any such public  notice,  the parties  agree to keep
confidential, by and between the parties, the existence of and/or particulars of
any negotiations  contemplated hereby, including, but not limited to, the terms,
conditions,  and  consideration  to be  paid  or  other  facts  related  to  the
transactions contemplated hereby, except as required by any applicable law, rule
or  regulation.  Notwithstanding  the  foregoing,  the parties may  disclose the
existence  and terms of the  proposed  transaction  to its  legal and  financial
advisors,  directors,   principal  stockholders  and  prospective  distributors,
investors,  strategic  partners or acquirers  on a need to know basis,  provided
that such parties are bound by confidentiality obligations.

13. COSTS.  Each of the parties  hereto shall be  responsible  for all costs and
expenses  incurred  by such  party in  connection  with this  binding  letter of
intent, including,  without limitation, fees and disbursements of legal counsel,
financial advisors and consultants engaged by the respective parties hereto.




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14. LEGAL EFFECT OF LETTER AND BINDING  PROVISIONS.  The parties agree that this
binding  letter of intent is intended as a binding  summary of the intentions of
each  party  with  respect  to the  transaction  and is  intended  to  create an
enforceable  legal obligation.  The binding  provisions shall be legally binding
upon and enforceable against the parties' hereto and their respective successors
and assigns  according to the terms.  Sections  12, 13 and 14 shall  survive any
termination of this binding letter of intent in accordance with its terms.  This
letter of intent will be interpreted, construed, and enforced in all respects in
accordance  with  the  laws of the  State  of  Florida,  without  regard  to any
conflicts of laws principles.  The provisions of the definitive  agreement shall
supersede  this  letter and all other prior or  contemporaneous  understandings,
written  and oral,  between  the  parties  with  respect to the  subject  matter
thereof.  This  letter  may be  executed  in one or  more  counterparts  and via
facsimile, each of which will be deemed to be an original of this letter and all
of which,  when taken  together,  will be deemed to constitute  one and the same
instrument.

                  If you are in agreement with the foregoing, please sign in the
space  indicated  below  and  return  one fully  executed  copy to us as soon as
practicable. Please call with any questions or comments you may have.


                                    UTIX GROUP, INC.


                                    By: /s/ Anthony G. Roth
                                        ----------------------------------------
                                    Name: Anthony Roth
                                    Title: President and Chief Executive Officer
                                    Date: July 14, 2006
                                          -------------

The terms of this letter of intent are hereby acknowledged and agreed to on this
17 day of July, 2006.


                                    PGA TOUR, INC.


                                    By: /s/ Ronlad E. Price
                                        ----------------------------------------
                                    Name: Ronald E. Price
                                    Title: Senior Vice President and
                                           Chief Financial Officer
                                    Date: July 17, 2006
                                          -------------





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