EX-4.8

                                 LOAN AGREEMENT
                                FEBRUARY 12, 2004

          This Loan Agreement ("Agreement") is made and entered into to be
effective upon execution by and among Utix Group, Inc., a Delaware corporation
with an address at 170 Cambridge Street, Burlington, MA 01803-2933 (the
"Borrower"), Corporate Sports Incentives, Inc., a New Hampshire corporation with
an address at 170 Cambridge Street, Burlington, MA 01803-2933 ("CSI" or the
"Guarantor"), and the lenders who are signatories hereto, each with an address
as set forth opposite their names on SCHEDULE A attached hereto (each a "Lender"
and collectively, the "Lenders"), as follows:

          WHEREAS, the Borrower plans to raise financing by filing a Form SB-2
registration statement with the Securities and Exchange Commission (the
"Commission");

          WHEREAS, in the interim, the Borrower needs funds for information
technology systems upgrades, web site development, magnetic strip ticket
development, Microsoft Great Plains integration with Wildcard and
DISCOVER/Novus, initial brand development and early placement testing at retail
and specialty stores; and

          WHEREAS, each Lender has agreed to lend to Borrower the Loan (as
defined hereinafter) pursuant to the terms of this Agreement and the Note (as
defined hereinafter).

          NOW THEREFORE, for good and valuable consideration, the parties
hereto, intending to be legally bound, agree as follows

     1.   LOAN AGREEMENT. Borrower hereby agrees to borrow from each Lender, and
          each Lender hereby agrees to lend to Borrower, the amount set forth
          opposite each Lender's name in SCHEDULE A attached hereto, pursuant to
          the terms and conditions set forth hereunder and in the note that is
          substantially in the form attached hereto as EXHIBIT A (the "Note"),
          in an aggregate amount of up to One Million Dollars ($1,000,000) (the
          "Loan").

          a.   FUNDING. The Loan will be funded no later than February 12, 2004
               (the "Closing Date"). Each Lender shall either issue a certified
               check made payable to "Utix Group, Inc." or wire their respective
               Loan amount in immediately-available funds to a Merrill Lynch
               money market account designated in writing by the Borrower.

          b.   WARRANT. In addition to the Note, each Lender shall be granted a
               warrant, substantially in the form attached hereto as EXHIBIT B
               (the "Warrant"), to purchase one share of common stock of the
               Borrower for every one dollar ($1.00) of principal that the
               Lender loans to the Borrower for $0.10 per share.

<PAGE>

     2.   TERMS.

          a.   INTEREST. The Loan shall bear interest at a rate of seven percent
               (7%) per annum. Interest will be paid semi-annually, commencing
               on June 30, 2004 and on each December 31 and June 30 thereafter
               until the principal amount and all accrued but unpaid interest
               has been paid.

          b.   MATURITY. The Loan shall mature on the earlier of (i) November
               30, 2004, (ii) the occurrence of an Event of Default (as defined
               in the Note) in accordance with the procedures set forth in the
               Note or (iii) the receipt by the Borrower of net proceeds in
               excess of $3,000,000 from any debt or equity financing completed
               prior to November 30, 2004 (the "Maturity Date"). The Borrower
               and Lender agree that in the event that the Borrower does not
               raise in excess of $3,000,000 from any debt or equity financing
               completed prior to November 30, 2004, the Borrower may, in its
               sole discretion, extend the Maturity Date for one additional
               year; provided that the Borrower issues to the Lender an
               additional warrant (the "Additional Warrant") for the same number
               of shares of common stock issuable in the Warrant granted hereby.
               The Additional Warrant shall contain the same terms as the
               Warrant.

          c.   GUARANTEE. By signing this Agreement, CSI, which is a
               wholly-owned subsidiary of the Borrower, hereby guarantees the
               prompt payment of the principal of and interest on the Notes.
               Guarantor agrees that it shall not be necessary for the holder of
               the Notes to proceed in any manner against Borrower for the
               payment of the Notes as a condition precedent to enforcing this
               guarantee.

     3.   REPRESENTATIONS.

          a.   The Borrower represents and warrants to the Lenders as follows:

               (i)    GOOD STANDING. Borrower is a corporation duly organized,
               validly existing, and in good standing under the laws of the
               State of Delaware, dully authorized to conduct business and in
               good standing under the laws of each jurisdiction where such
               qualification is material to the conduct of business.

               (ii)   CORPORATE AUTHORITY. The Borrower has full power and
               authority to enter into this Agreement, to borrow the funds, to
               execute and deliver the Notes, and to incur the obligations
               provided for herein, all of which have been duly authorized by
               all proper and necessary corporate action. No consent or approval
               of shareholders or of any public authority is required as a
               condition to the validity of this Agreement.

<PAGE>


               (iii)  BINDING AGREEMENT. This Agreement and the Notes, when
               issued and delivered pursuant hereto for value received, shall
               constitute the legal, valid, and binding obligation of the
               Borrower in accordance with its terms, subject to bankruptcy and
               insolvency laws and any other laws of general application
               affecting the rights and remedies of creditors.

          (b)  The Guarantor represents and warrants to the Lenders as follows:

               (i)    GOOD STANDING. Guarantor is a corporation duly organized,
               validly existing, and in good standing under the laws of the
               State of New Hampshire, duly authorized to conduct business and
               in good standing under the laws of each jurisdiction where such
               qualification is material to the conduct of business.

               (ii)   CORPORATE AUTHORITY. The Guarantor has full power and
               authority to enter into this Agreement, to guarantee the Loan,
               and to incur the obligations provided for herein, all of which
               have been duly authorized by all proper and necessary corporate
               action. No consent or approval of shareholders or of any public
               authority is required as a condition to the validity of this
               Agreement.

               (iii)  BINDING AGREEMENT. This Agreement, when issued and
               delivered pursuant hereto, shall constitute the legal, valid, and
               binding obligation of the Guarantor in accordance with its terms,
               subject to bankruptcy and insolvency laws and any other laws of
               general application affecting the rights and remedies of
               creditors.

     4.   AFFIRMATIVE COVENANTS. Until the payment in full of the Loan and
          performance of all obligations of the Borrower and Guarantor
          hereunder, unless otherwise indicated, each of the Borrower and the
          Guarantor shall:

          a.   TAXES. Pay and discharge all taxes, assessments, and governmental
               charges upon it, its incomes, and its properties prior to the
               date on which penalties are attached thereto, unless and to the
               extent only that such taxes shall be contested in good faith and
               by appropriate proceedings by the Borrower or Guarantor, as
               applicable.

          b.   INSURANCE. Maintain insurance with insurance companies reasonably
               acceptable to the Lenders on such properties, in such amounts and
               against such risks as is customarily maintained by similar
               businesses operating within the same industry.

          c.   NOTICE OF CLAIMS. Notify Lenders of any claims made or legal
               processes instituted against the properties or other assets of
               Borrower or Guarantor, as applicable, within fifteen (15) days of
               Borrower or Guarantor, as applicable, becoming aware of the
               existence of such claim or legal

<PAGE>


               process. Agree to diligently work to resolve, in an efficient and
               cost effective manner, such claims.

     5.   NEGATIVE COVENANTS. Until payment in full of the Loan and the
          performance of all other obligations of the Borrower and Guarantor
          hereunder, each of the Borrower and Guarantor shall not, from the date
          hereof, except with the prior written consent of a majority (51%) of
          the Lenders:

          a.   Make loans or advances to a person, firm or corporation, except
               loans or advances made in the ordinary course of business.

          b.   Other than pursuant to the terms of this Agreement, issue, incur
               or assume any indebtedness, nor become liable, whether as an
               endorser, guarantor, surety, or otherwise for any debt or
               obligation of any other person, firm, or corporation.

     6.   EVENTS OF DEFAULT. The amounts due hereunder shall become immediately
          due and payable in full upon the occurrence of any one or more of the
          following events of default (the "Events of Default").

          a.   Default in the payment of the principal and unpaid accrued
               interest of the Loan when due and payable, whether at maturity or
               otherwise. That is not cured within 10 days; or

          b.   Failure of a representation of Borrower or Guarantor to be true.
               That is not cured within 30 days; or

          c.   Failure of Borrower or Guarantor to observe or perform any
               material term, covenant, or agreement contained in this Agreement
               that is not cured within 30 days, or the dissolution, termination
               of existence, or business failure of the Borrower or Guarantor;
               or

          d.   The institution by the Borrower or Guarantor of proceedings to be
               adjudicated as bankrupt or insolvent, or the consent by it to
               institution of bankruptcy or insolvency proceedings against it or
               the filing by it of a petition or answer or consent seeking
               reorganization or release under the federal Bankruptcy Act, or
               any other applicable federal or state law, or the consent by it
               to the filing of any such petition or the appointment of a
               receiver, liquidator, assignee, trustee or other similar official
               of the Borrower or Guarantor, or of any substantial part of its
               property, or the making by it of an assignment for the benefit of
               creditors, or the taking of corporate action by the Borrower or
               Guarantor in furtherance of any such action; or

          e.   If, within sixty (60) days after the commencement of an action
               against the Borrower or Guarantor (and service of process in
               connection therewith on

<PAGE>


               the Borrower or Guarantor) seeking any bankruptcy, insolvency,
               reorganization, liquidation, dissolution or similar relief under
               any present or future statute, law or regulation, such action
               shall not have been resolved in favor of the Borrower or
               Guarantor, as applicable, or all orders or proceedings thereunder
               affecting the operations or the business of the Borrower or
               Guarantor, as applicable, stayed, or if the stay of any such
               order or proceeding shall thereafter be set aside, or if, within
               sixty (60) days after the appointment without the consent or
               acquiescence of the Borrower or Guarantor of any trustee,
               receiver or liquidator of the Borrower or Guarantor, as
               applicable, or of all or any substantial part of the properties
               of the Borrower or Guarantor, as applicable, such appointment
               shall not have been vacated; or

          f.   The cessation of Borrower's or Guarantor's business for more than
               thirty (30) days.

     7.   ASSIGNMENT. No portion of the Loan shall be assignable to a third
          party without the express written consent of the Borrower.

     8.   MISCELLANEOUS

          a.   This Agreement constitutes the entire agreement between the
               Borrower, the Guarantor and the Lenders. No delay or failure on
               the part of any Lender in the exercise of any power or right
               shall operate as a waiver thereof nor shall any single or partial
               exercise of the same preclude any other or further exercise
               thereof or the exercise of any other power or right, and the
               rights and remedies of Lenders are cumulative to and not
               exclusive of remedies which they would otherwise have. No waiver,
               consent or modification, or amendment of this Agreement shall be
               effective as against the Lenders unless the same is in writing
               and signed by the holders of at least a majority of the face
               amount of all then outstanding Notes issued pursuant to this
               Agreement. No such amendment, modification, wavier or consent
               shall extend to or affect any obligation or right except to the
               extent expressly provided for therein. All computations and
               determinations of the assets and liabilities of Borrower or
               Guarantor for the purpose of this Agreement shall be made in
               accordance with generally accepted accounting principles
               consistently applied, except as may be otherwise specifically
               provided herein. Any notice, request or other communication
               required or permitted hereunder shall be in writing and shall be
               deemed to have been duly given on the date of service if
               personally served on the party to whom such notice is to be
               given, on the date of transmittal of service via telecopy to the
               party to whom notice is to be given (with a confirming copy
               delivered within 24 hours thereafter), or on the third day after
               mailing if mailed to the party to whom notice is to be given, by
               first class mail, registered or certified mail, postage prepaid,
               or via a recognized overnight courier providing a receipt

<PAGE>


               for delivery and properly addressed to the parties at the
               respective addresses of the parties as set forth herein . Any
               party hereto may by notice so given change its address for future
               notice hereunder.

          b.   This Agreement shall be binding upon Borrower and Guarantor and
               their respective successors and assigns, and shall inure to the
               benefit of the Lenders and the benefit of their respective
               successors and assigns, including any subsequent holder or
               holders of the Notes or any interest therein.

          c.   Borrower herby expressly waives any presentment, demand, protest
               or other notice of any kind.

     9.   GOVERNING LAW. The laws of the State of New York shall govern this
          Agreement.

     10.  SURVIVABILITY. Should any portion of this Agreement be voided by a
          court of competent jurisdiction, all remaining clauses in the
          Agreement shall remain in full force and effect.

                            [signature page follows]

<PAGE>


Executed on the day and year below written. This Agreement may be executed in
any number of counterparts, each constituting an original, but altogether one
agreement. A facsimile or other copy of this Agreement shall be considered as
having the same effect and be equivalent to an original signed document.


Borrower:

Utix Group, Inc.

By:
    ------------------------------
    Name:
    Title:

Date:
     -----------------------------


GUARANTOR:

Corporate Sports Incentives, Inc.

By:
    ------------------------------
    Name:
    Title:

Date:
     -----------------------------


LENDERS:



By:
    ------------------------------
    Name:
    Title:

Date:
     -----------------------------

<PAGE>


                                   SCHEDULE A
                                   ----------

LENDERS                          ADDRESS                            LOAN AMOUNT

Rubin Family Irrevocable         25 Highland Boulevard,             $150,000
 Stock Trust                     Dix Hills, New York 11746

Charles Warshaw Family           5 Phaeton Drive                    $100,000
Limited Partnership              Melville, New York 11747

Mathers Associates                                                  $100,000



<PAGE>



                                    EXHIBIT A

                                      NOTE

<PAGE>



THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), NOR QUALIFIED UNDER ANY APPLICABLE STATE SECURITIES LAWS
AND MAY NOT BE PLEDGED, SOLD, ASSIGNED OR TRANSFERRED UNLESS (I) A REGISTRATION
STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY
APPLICABLE STATE SECURITIES LAW REQUIREMENTS HAVE BEEN MET OR (II) UTIX GROUP,
INC. RECEIVES AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO UTIX GROUP, INC.
THAT EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT AND
THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF APPLICABLE STATE SECURITIES
LAWS ARE AVAILABLE.





No. __                                                               $__________



                                UTIX GROUP, INC.

                                 PROMISSORY NOTE


                                                               February 12, 2004

       UTIX GROUP, INC., a Delaware  corporation (the "Company") with an address
at 170 Cambridge Street,  Burlington,  MA 01803-2933,  for value received hereby
promises  to  pay  to  ______________________________  (the  "Holder"),  or  its
registered assigns, the sum of  ___________________________  ($_______), or such
lesser  amount as shall then be  outstanding  hereunder.  The  principal  amount
hereof and any unpaid accrued interest hereon, as set forth below,  shall be due
and payable on November 30, 2004 (the "Maturity Date").

       All or a portion of the principal amount of this Note shall be subject to
mandatory prepayment (pro-rata with other notes, dated of even date, aggregating
$200,000 (with this Note,  collectively,  the "Notes"),  in the event and to the
extent that the Company shall,  prior to the Maturity Date, receive net proceeds
in excess of $3,000,000 from any debt or equity financing.

       If for any reason the  Company  shall be unable to pay the entire Note on
the Maturity  Date, the Company shall have the right to extend the Maturity Date
of this Note for up to one year beyond  November  30,  2004;  provided  that the
Company  shall,  simultaneous  with any such  extension,  issue to the Holder an
additional  warrant (the "Additional  Warrant") for the same number of shares of
common stock issuable as in the Warrant  granted  pursuant to the Loan Agreement
(defined below).

       Payment  for  all  amounts  due  hereunder  shall  be made by mail to the
registered  address of the Holder.  This Note is issued in  connection  with the
Loan Agreement  between the Company,  Corporate Sports  Incentives,  Inc., a New
Hampshire corporation, as guarantor ("CSI" or the "Guarantor"),  and the Lenders
who are  signatories  thereto,  dated January 2004, as the same may from time to
time be amended, modified or supplemented (the "Loan Agreement").  The Holder of
this Note is subject to certain restrictions set forth in the Loan Agreement and
shall be  entitled  to  certain  rights  and  privileges  set  forth in the Loan
Agreement.  This Note is one of the Notes referred to as the "Notes" in the Loan
Agreement. Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Loan Agreement.

<PAGE>


       The following is a statement of the rights of the Holder of this Note and
the conditions to which this Note is subject, and to which the Holder hereof, by
the acceptance of this Note, agrees:

       1.     DEFINITIONS. As used in this Note, the following terms, unless the
context otherwise requires, have the following meanings:

              (i)    "Company"  includes any corporation  which shall succeed to
       or assume the obligations of the Company under this Note.

              (ii)   "Holder," when the context refers to a holder of this Note,
       shall mean any person who shall at the time be the  registered  holder of
       this Note.

       2.     INTEREST. Commencing on June 30, 2004, and on each December 31 and
June 30  thereafter  until all  outstanding  principal and interest on this Note
shall have been paid in full,  the  Company  shall pay  interest  at the rate of
seven percent (7%) per annum (the "Interest Rate") on the principal of this Note
outstanding during the period beginning on the date of issuance of this Note and
ending  on the date that the  principal  amount  of this  Note  becomes  due and
payable.

       3.     EVENTS OF DEFAULT.  If any of the events specified in this Section
3 shall occur and be continuing (herein individually referred to as an "Event of
Default"), the Holder of the Note may, so long as such condition exists, declare
the entire  principal and unpaid accrued  interest  hereon  immediately  due and
payable.

              (i)    Default in the payment of the principal and unpaid  accrued
       interest of this Note when due and payable,  whether on the Maturity Date
       or  otherwise,  that is not cured within 10 days of the date such payment
       shall be due;

              (ii)   Breach   by   the   Company   or  the   Guarantor   of  any
       representation  or warranty  contained  in the Loan  Agreement,  that (if
       capable  of cure)  shall  not be cured  within  30 days of notice of such
       breach ;

              (iii)  Failure  of the  Company  or the  Guarantor  to  observe or
       perform any material term,  covenant,  or agreement contained in the Loan
       Agreement that is not cured within 30 days of notice, or the dissolution,
       termination  of  existence,  or  business  failure of the  Company or the
       Guarantor;

              (iv)   The   institution  by  the  Company  or  the  Guarantor  of
       proceedings to be adjudicated as bankrupt or insolvent, or the consent by
       it to institution of bankruptcy or insolvency  proceedings  against it or
       the   filing  by  it  of  a  petition   or  answer  or  consent   seeking
       reorganization or release under the federal  Bankruptcy Act, or any other
       applicable  federal or state law,  or the  consent by it to the filing of
       any such petition or the appointment of a receiver, liquidator, assignee,
       trustee or other similar official of the Company or the Guarantor,  or of
       any  substantial  part  of  its  property,  or  the  making  by  it of an
       assignment  for the  benefit of  creditors,  or the  taking of  corporate
       action by the Company or the Guarantor in furtherance of any such action;
       or

              (v)    If,  within  sixty (60) days after the  commencement  of an
       action  against the Company or the  Guarantor  (and service of process in
       connection  therewith  on the  Company  or  the  Guarantor)  seeking  any
       bankruptcy,  insolvency,  reorganization,   liquidation,  dissolution  or
       similar  relief under any present or future  statute,  law or regulation,
       such action  shall not have been  resolved in favor of the Company or the

<PAGE>


       Guarantor,  as  applicable,  or  all  orders  or  proceedings  thereunder
       affecting the operations or the business of the Company or the Guarantor,
       as  applicable,  stayed,  or if the stay of any such order or  proceeding
       shall  thereafter  be set aside,  or if, within sixty (60) days after the
       appointment  without  the consent or  acquiescence  of the Company or the
       Guarantor of any trustee,  receiver or  liquidator  of the Company or the
       Guarantor,  as  applicable,  of  all  or  any  substantial  part  of  the
       properties of the Company or Guarantor,  as applicable,  such appointment
       shall not have been vacated; or

              (vi)   The cessation of the Company's or Guarantor's  business for
       more than thirty (30) days.

       4.     GUARANTEE.   The   indebtedness   evidenced   by   this   Note  is
unconditionally guaranteed by CSI, a wholly-owned subsidiary of the Company.

       5.     PREPAYMENT.  Prior to the Maturity Date,  this Note may be prepaid
by the Company, without prepayment penalty, upon twenty (20) days' prior written
notice to the Holder, at any time, in whole or in part.

       6.     ASSIGNMENT.  Subject to the restrictions on transfer  described in
Section 8 below,  the rights and  obligations  of the  Company and the Holder of
this Note shall be binding  upon and benefit  the  successors,  assigns,  heirs,
administrators and transferees of the parties.

       7.     WAIVER AND  AMENDMENT.  Any provision of this Note may be amended,
waived or modified upon the written consent of the Company and the Lender.

       8.     TRANSFER OF THIS NOTE.  With  respect to any offer,  sale or other
disposition  of this Note,  the Holder will give  written  notice to the Company
prior thereto,  describing  briefly the manner thereof,  together with a written
opinion of such Holder's counsel  reasonably  acceptable to the Company,  to the
effect  that such offer,  sale or other  distribution  may be  effected  without
registration or  qualification  (under any federal or state law then in effect).
Promptly upon receiving such written notice and reasonably satisfactory opinion,
if so requested,  the Company shall notify such Holder that such Holder may sell
or  otherwise  dispose of this  Note,  all in  accordance  with the terms of the
notice  delivered to the Company.  If a determination  has been made pursuant to
this  Section 8 that the  opinion  of counsel  for the Holder is not  reasonably
satisfactory  to the Company,  the Company  shall so notify the Holder  promptly
after such  determination  has been made.  Each Note thus  transferred  and each
certificate  representing the securities thus transferred shall bear a legend as
to the applicable  restrictions on transferability in order to ensure compliance
with the Securities  Act,  unless in the opinion of counsel for the Company such
legend is not required.  The Company may issue stop transfer instructions to its
transfer agent in connection with such restrictions.

       9.     NOTICES.  Any notice,  request or other communication  required or
permitted  hereunder  shall be in writing  and shall be deemed to have been duly
given on the date of  service  if  personally  served  on the party to whom such
notice is to be given, on the date of transmittal of service via telecopy to the
party to whom notice is to be given (with a confirming copy delivered  within 24
hours  thereafter),  or on the third day after mailing if mailed to the party to
whom notice is to be given,  by first class mail,  registered or certified mail,
postage prepaid,  or via a recognized  overnight courier providing a receipt for
delivery and properly  addressed at the  respective  addresses of the parties as
set forth herein. Any party hereto may by notice so given change its address for
future notice hereunder.

       10.    GOVERNING LAW. This  Agreement  shall be governed by and construed
in accordance with the laws of the State of New York, excluding that body of law
relating to conflict of laws.

<PAGE>


       11.    HEADING;  REFERENCES.  All  headings  used  herein  are  used  for
convenience  only and shall not be used to  construe  or  interpret  this  Note.
Except where  otherwise  indicated,  all references  herein to Sections refer to
Sections hereof.

       IN WITNESS  WHEREOF,  the  Company has caused this Note to be issued this
_____ day of February, 2004.

                                        UTIX GROUP, INC.


                                        By:
                                           -------------------------------------
                                           Name:  Anthony Roth
                                           Title: President and CEO


The undersigned corporation does hereby unconditionally and irrevocable guaranty
the full payment and performance by the Company of all of its obligations under
the above Note.

Corporate Sports Incentives, Inc.


By:
     ---------------------------------------
     Name:  Anthony Roth,
     Title: President and CEO

<PAGE>



                                    EXHIBIT B

                                     WARRANT

<PAGE>


THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, TRANSFERRED OR OTHERWISE
DISPOSED OF, UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF THE SECURITIES ACT
OR AN OPINION OF COUNSEL IS OBTAINED STATING THAT SUCH DISPOSITION IS IN
COMPLIANCE WITH AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION.

FEBRUARY 12, 2004

                                UTIX GROUP, INC.
               WARRANT FOR THE PURCHASE OF SHARES OF COMMON STOCK
No. W-E(_)

       For value received,  this Warrant is hereby issued by Utix Group, Inc., a
Delaware corporation (the "Company"), to ______________________  (the "Holder").
Subject to the  provisions of this Warrant,  the Company hereby grants to Holder
the right to purchase  from the Company  _______  fully paid and  non-assessable
shares of Common Stock, at a price of $0.10 per share (the "Exercise Price").

       The term  "Common  Stock"  means the Common  Stock,  par value $0.001 per
share, of the Company as constituted on February 6, 2004 (the "Base Date").  The
number of  shares  of Common  Stock to be  received  upon the  exercise  of this
Warrant may be adjusted from time to time as hereinafter  set forth.  The shares
of Common Stock  deliverable  upon such  exercise,  and as adjusted from time to
time, are hereinafter referred to as "Warrant Stock."

       The Holder  agrees with the Company that this Warrant is issued,  and all
the  rights  hereunder  shall  be  held,  subject  to  all  of  the  conditions,
limitations and provisions set forth herein.

       1.     EXERCISE OF WARRANT. Subject to the terms and conditions set forth
herein,  this  Warrant  may be  exercised  in whole or in part,  pursuant to the
procedures  provided  below,  at any time on or before  the  earlier of (i) 5:00
p.m., Eastern time, on February 12, 2009 (the "Expiration Date") or, if such day
is a day on which  banking  institutions  in New York are  authorized  by law to
close, then on the next succeeding day that shall not be such a day. To exercise
this Warrant the Holder shall present and surrender  this Warrant to the Company
at its principal  office,  with the Warrant  Exercise Form attached  hereto duly
executed by the Holder and  accompanied by payment in cash,  wire transfer or by
check,  payable to the order of the Company, of the aggregate Exercise Price for
the total aggregate  number of shares for which this Warrant is exercised.  Upon
receipt by the  Company of this  Warrant,  together  with the  executed  Warrant
Exercise  Form and payment of the Exercise  Price for the shares to be acquired,
in proper form for  exercise,  and subject to the Holder's  compliance  with all
requirements of this Warrant for the exercise hereof, the Holder shall be deemed
to be the  holder of record of the  shares of Common  Stock  issuable  upon such
exercise,  notwithstanding  that the stock  transfer  books of the Company shall
then be closed or that  certificates  representing  such shares of Common  Stock
shall not then be actually delivered to the Holder;  PROVIDED,  HOWEVER, that no
exercise of this  Warrant  shall be  effective,  and the  Company  shall have no
obligation to issue any Common Stock to the Holder upon any  attempted  exercise
of this Warrant, unless the Holder shall have first delivered to the Company, in
form  and  substance  reasonably   satisfactory  to  the  Company,   appropriate
representations  so as to provide the  Company  reasonable  assurances  that the
securities  issuable  upon  exercise  may be  issued  without  violation  of the
registration  requirements of the Securities Act and applicable state securities
laws,  including without limitation  representations that the Holder is familiar
with  the  Company  and its  business  and  financial  condition  and has had an
opportunity  to ask  questions  and receive  documents  relating  thereto to his
reasonable satisfaction.

       2.     NET ISSUE EXERCISE.  Notwithstanding  any provisions herein to the
contrary,  if the fair market value of one share of Common Stock is greater than
the Exercise Price (at the date of  calculation as set forth below),  in lieu of
exercising  this Warrant for cash,  the Holder may elect to receive shares equal
to the value (as determined below) of this Warrant (or the portion thereof being
canceled) by surrender of

<PAGE>


this Warrant at the principal  office of the Company  together with the properly
endorsed  Notice of  Exercise  and notice of such  election  in which  event the
Company  shall issue to the Holder a number of shares of Common  Stock  computed
using the following formula:

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

       Where         X =    the number of shares of Common Stock to be issued to
                            the Holder

                     Y =    the  number of shares  of Common  Stock  purchasable
                            under  the  Warrant  or,  if only a  portion  of the
                            Warrant  is  being  exercised,  the  portion  of the
                            Warrant   being   canceled  (at  the  date  of  such
                            calculation)

                     A =    the fair market value of one share of the  Company's
                            Common Stock (at the date of such calculation)

                     B =    Exercise  Price  (as  adjusted  to the  date of such
                            calculation)

       3.     RESERVATION  OF SHARES.  The Company will at all times reserve for
issuance and delivery  upon  exercise of this Warrant all shares of Common Stock
from time to time  receivable  upon  exercise of this  Warrant.  All such shares
shall be duly authorized  and, when issued upon such exercise,  shall be validly
issued, fully paid and non-assessable and free of all preemptive rights.

       4.     FRACTIONAL  SHARES.  No  fractional  shares or scrip  representing
fractional  shares  shall be issued upon the exercise of this  Warrant,  but the
Company  shall  pay the  Holder  an amount  equal to the Fair  Market  Value (as
defined below) of such fractional share of Common Stock in lieu of each fraction
of a share otherwise called for upon any exercise of this Warrant.

       5.     FAIR MARKET VALUE.  For purposes of this Warrant,  the Fair Market
Value of a share of Common Stock shall be  determined as of any date (the "Value
Date") by the  Company's  Board of Directors in good faith;  provided,  however,
that where there exists a public  market for the  Company's  Common Stock on the
Value Date, the fair market value per share shall be either:

              (a)    If the  Common  Stock is  listed on a  national  securities
       exchange or admitted to unlisted  trading  privileges on such exchange or
       listed for trading on the NASDAQ  system,  the Fair Market Value shall be
       the last  reported  sale price of the security on such exchange or system
       on the last  business  day prior to the Value  Date or if no such sale is
       made on such day,  the average of the  closing  bid and asked  prices for
       such day on such exchange or system; or

              (b)    If the  Common  Stock is not so  listed or so  admitted  to
       unlisted trading  privileges,  the Fair Market Value shall be the mean of
       the last reported bid and asked prices reported by the National Quotation
       Bureau, Inc. on the last business day prior to the Value Date.

       6.     REDEMPTION  AT OPTION OF  COMPANY.  This  Warrant  is  subject  to
redemption,  at the option of the Company upon thirty days advance notice by the
Company to the Holder,  for $0.01 per Warrant Share, if: (i) the Common Stock is
trading on the NASD  Over-the-Counter  Bulletin  Board;  (ii) the Warrant Shares
have been  registered for sale under the Securities Act of 1933, as amended,  or
are  otherwise  available for resale under a Rule 144  exemption;  and (iii) the
average  closing  price of the Common  Stock during the thirty days prior to the
giving of notice to the  Holder  equals or exceeds  $0.30 per share.  The Holder
shall have the right to exercise  this Warrant,  in whole or in part,  following
receipt of such notice of redemption  and prior to the date fixed for redemption
of this Warrant.

       7.     REGISTRATION RIGHTS. The Company shall register the Warrant Shares
in a Form  SB-2  registration  statement  that the  Company  will  file with the
Securities and Exchange Commission.

       8.     ASSIGNMENT   OR  LOSS  OF   WARRANT.   Subject  to  the   transfer
restrictions  herein  (including  Section 11), upon surrender of this Warrant to
the  Company  or at the office of its stock  transfer  agent,  if any,  with the
Assignment  Form annexed  hereto duly  executed and funds  sufficient to pay any
transfer  tax,  the Company  shall,  without  charge,  execute and deliver a new
Warrant in the name of the assignee  named in such  instrument of assignment and
this Warrant shall promptly be canceled. Upon receipt by

                                      -2-
<PAGE>


the  Company  of  evidence  reasonably  satisfactory  to it of the loss,  theft,
destruction  or  mutilation  of this  Warrant,  and of  reasonably  satisfactory
indemnification  by the Holder,  and upon  surrender  and  cancellation  of this
Warrant,  if  mutilated,  the Company  shall  execute and deliver a  replacement
Warrant of like tenor and date.

       9.     RIGHTS OF THE HOLDER.  The Holder shall not, by virtue hereof,  be
entitled  to any rights of a  stockholder  in the  Company,  either at law or in
equity,  and the  rights of the Holder are  limited to those  expressed  in this
Warrant.

       10.    ADJUSTMENTS.

              10.1   ADJUSTMENT  FOR  RECAPITALIZATION.  If the Company shall at
any time after the Base Date subdivide its outstanding shares of Common Stock by
recapitalization,  reclassification or split-up thereof, the number of shares of
Common Stock subject to this Warrant immediately prior to such subdivision shall
be  proportionately  increased,  and if the Company  shall at any time after the
Base Date combine the  outstanding  shares of Common Stock by  recapitalization,
reclassification  or combination  thereof,  the number of shares of Common Stock
subject  to  this  Warrant  immediately  prior  to  such  combination  shall  be
proportionately  decreased.  Any such  adjustment and adjustment to the Exercise
Price  pursuant to this Section 10.1 shall be effective at the close of business
on the effective date of such subdivision or combination.

       Whenever  the  number  of shares of  Common  Stock  purchasable  upon the
exercise of this Warrant is  adjusted,  as provided in this  Section  10.1,  the
Exercise  Price  shall be  adjusted  to the  nearest  cent by  multiplying  such
Exercise  Price  immediately  prior to such  adjustment  by a  fraction  (x) the
numerator  of which  shall be the number of shares of Common  Stock  purchasable
upon the exercise immediately prior to such adjustment,  and (y) the denominator
of  which  shall  be the  number  of  shares  of  Common  Stock  so  purchasable
immediately thereafter.

              10.2   ADJUSTMENT FOR REORGANIZATION,  CONSOLIDATION, MERGER, ETC.
In case of any  reorganization  of the  Company  after  the Base Date or in case
after  such  date the  Company  shall  consolidate  with or merge  into  another
corporation  or  convey  all  or  substantially  all of its  assets  to  another
corporation,  then,  and in each such case,  the Holder of this Warrant upon the
exercise  thereof as provided in Section 1 at any time after the consummation of
such reorganization,  consolidation,  merger or conveyance, shall be entitled to
receive,  in lieu of the securities and property receivable upon the exercise of
this Warrant  prior to such  consummation,  the  securities or property to which
such Holder would have been entitled upon such  consummation  if such Holder had
exercised this Warrant  immediately prior thereto;  in each such case, the terms
of this Warrant  shall be applicable  to the  securities or property  receivable
upon the exercise of this Warrant after such consummation.

              10.3   ADJUSTMENT FOR SHARE ISSUANCES. If the Company shall at any
time prior to the exercise of this  Warrant  issue any shares of Common Stock or
any securities  convertible into or exercisable or exchangeable for Common Stock
("Equivalents")  to a person  other  than the Holder  (except  (A)  pursuant  to
Sections  10.1 or 10.2 hereof or (B)  pursuant to  options,  warrants,  or other
obligations to issue shares outstanding on the date hereof ("NEW SHARES")) for a
consideration per share or having an exercise, conversion or exchange price (the
"OFFER  PRICE") of less than $0.30 per share,  then the Exercise  Price shall be
immediately reset to a price determined by (calculated to the nearest tenth of a
cent)  multiplying  such  Exercise  Price by a fraction,  the numerator of which
shall be the number of shares of Common Stock  outstanding  immediately prior to
such  issue  plus the  number  of shares of  Common  Stock  which the  aggregate
consideration  received by the Company for the total number of Additional Shares
(as defined  below) of Common  Stock so issued would  purchase at such  Exercise
Price;  and the  denominator  of which  shall be the  number of shares of Common
Stock  outstanding  immediately  prior to such  issue  plus the  number  of such
Additional  Shares of Common  Stock so issued.  For  purposes  of this  Section,
"ADDITIONAL SHARES" of Common Stock shall mean all shares of Common Stock issued
by the Company after the date hereof, other than shares of Common Stock issuable
at any time:

              (a)    upon  conversion or exercise of all options and convertible
       securities outstanding as of the date hereof; and

                                      -3-
<PAGE>


              (b)    to officers,  directors,  and employees of, and consultants
       to,  the  Company  on  terms  approved  by the  Board  of  Directors,  in
       connection with business  combinations or corporate partnering agreements
       approved by the Board of Directors.

For purposes  hereof,  the  issuance of any security of the Company  convertible
into or  exercisable  or  exchangeable  for  Common  Stock  shall  result  in an
adjustment to the Exercise Price at the time of issuance of such securities.

              (a)    In  the  case  of  the   issuance   of  New  Shares  for  a
       consideration in whole or in part for cash, the consideration received by
       the Company  upon such  issuance  will be deemed to be the amount of cash
       paid therefor plus the value of any property  other than cash received by
       the Company.

              (b)    In  the  case  of  the   issuance   of  New  Shares  for  a
       consideration  in whole or in part in property other than cash, the value
       of such  property  other  than cash will be deemed to be the fair  market
       value of such  property as determined by an  independent  appraiser  with
       experience in such  valuations,  selected by the Holder at Company's sole
       cost and expense, irrespective of any accounting treatment.

              (c)    In the case of the issuance of  Equivalents,  the aggregate
       maximum number of shares of New Stock deliverable upon exercise, exchange
       or conversion,  as the case may be, of such Equivalents will be deemed to
       have been  issued  at the time such  Equivalents  were  issued  and for a
       consideration equal to the consideration, if any, received by the Company
       upon the issuance of such  Equivalents  plus the maximum  purchase  price
       provided in such Equivalents.

              10.4   CERTIFICATE AS TO ADJUSTMENTS.  The adjustments provided in
this  Section  10 shall be  interpreted  and  applied  by the  Company in such a
fashion so as to  reasonably  preserve  the  applicability  and benefits of this
Warrant (but not to increase or diminish the benefits  hereunder).  In each case
of an  adjustment  in the  number of shares of Common  Stock  receivable  on the
exercise of the Warrant,  the Company at its expense will promptly  compute such
adjustment in accordance with the terms of the Warrant and prepare a certificate
executed by two executive  officers of the Company setting forth such adjustment
and showing in detail the facts upon which such adjustment is based. The Company
will forthwith mail a copy of each such certificate to each Holder.

              10.5   NOTICES OF RECORD DATE, ETC. In the event that:

              (a)    the Company authorizes the granting to Common Stock holders
       of any right to subscribe for,  purchase or otherwise  acquire any shares
       of stock of any class or any other securities; or

              (b)    the Company  authorizes any capital  reorganization  of the
       Company,  any  reclassification of the capital stock of the Company,  any
       consolidation or merger of the Company with or into another  corporation,
       or any  conveyance  of  all or  substantially  all of the  assets  of the
       Company to another corporation or entity; or

              (c)    the  Company   authorizes   any  voluntary  or  involuntary
       dissolution, liquidation or winding up of the Company,

then, and in each such case, the Company shall mail or cause to be mailed to the
holder of this Warrant at the time outstanding a notice specifying,  as the case
may be,  (i) the date on which a record is to be taken for the  purpose  of such
right,  and stating the amount and character of such right,  or (ii) the date on
which such reorganization, reclassification,  consolidation, merger, conveyance,
dissolution, liquidation or winding up is to take place, and the time, if any is
to be fixed, as to which the holders of record of Common Stock shall be entitled
to  exchange  their  shares of Common  Stock for  securities  or other  property
deliverable upon such reorganization,  reclassification,  consolidation, merger,
conveyance,

                                      -4-
<PAGE>


dissolution,  liquidation  or winding up.  Such notice  shall be mailed at least
twenty (20) days prior to the date therein specified.

              10.6   NO  IMPAIRMENT.  The  Company  will not,  by any  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 times in
good faith assist in the carrying out of all the  provisions  of this Section 10
and in the taking of all such action as may be necessary or appropriate in order
to protect the rights of the Holder of this Warrant against impairment.

       11.    TRANSFER TO COMPLY WITH THE  SECURITIES  ACT. This Warrant and any
Warrant Stock may not be sold, transferred,  pledged,  hypothecated or otherwise
disposed of except as follows: (a) to a person who, in the opinion of counsel to
the Company,  is a person to whom this Warrant or the Warrant  Stock may legally
be  transferred  without  registration  and  without  the  delivery of a current
prospectus  under the Securities Act with respect  thereto and then only against
receipt of an  agreement  of such person to comply with the  provisions  of this
Section 11 with respect to any resale or other  disposition of such  securities;
or (b) to any person upon delivery of a prospectus then meeting the requirements
of the Securities Act relating to such  securities and the offering  thereof for
such sale or disposition, and thereafter to all successive assignees.

       12.    LEGEND.  Unless the shares of Warrant  Stock have been  registered
under the Securities  Act, upon exercise of any of the Warrants and the issuance
of any of the shares of Warrant  Stock,  all  certificates  representing  shares
shall bear on the face thereof substantially the following legend:

                     The    securities    represented    by   this
              certificate  have  not  been  registered  under  the
              Securities  Act of 1933, as amended,  and may not be
              sold,  offered for sale,  assigned,  transferred  or
              otherwise disposed of, unless registered pursuant to
              the  provisions  of that Act or unless an opinion of
              counsel to the Corporation is obtained  stating that
              such  disposition is in compliance with an available
              exemption from such registration.

       13.    NOTICES.  All notices  required  hereunder shall be in writing and
shall be deemed given when telegraphed,  delivered personally or within two days
after  mailing when mailed by  certified  or  registered  mail,  return  receipt
requested,  to the  Company  or the  Holder,  as the case may be,  for whom such
notice is intended,  if to the Holder, at the address of such party shown on the
books of the  Company,  or if to the  Company,  at the  address set forth on the
signature page hereof,  Attn:  President,  or at such other address of which the
Company or the Holder has been advised by notice hereunder.

       14.    APPLICABLE  LAW.  The  Warrant  is issued  under and shall for all
purposes be governed by and construed in  accordance  with the laws of the State
of New York, without regard to the conflict of laws provisions of such State.



                      [THE BALANCE OF THIS PAGE LEFT BLANK]


                                      -5-
<PAGE>


       IN WITNESS  WHEREOF,  the Company has caused this Warrant to be signed on
its behalf, in its corporate name, by its duly authorized officer, all as of the
day and year first above written.



                                        UTIX GROUP, INC.



                                        By:
                                           ---------------------------------
                                           Name:
                                           Title:


                                      -6-
<PAGE>


                              WARRANT EXERCISE FORM

       The  undersigned  hereby  irrevocably  elects to (i)  exercise the within
Warrant to purchase __________ shares of the Common Stock of Utix Group, Inc., a
Delaware  corporation,  pursuant to the  provisions of Section 1 of the attached
Warrant,  and hereby makes payment of $__________ in payment  therefor,  or (ii)
exercise  this  Warrant  for the  purchase  of _______  shares of Common  Stock,
pursuant  to  the  provisions  of  Section  2  of  the  attached  Warrant.   The
undersigned's  execution of this form constitutes the undersigned's agreement to
all the terms of the Warrant and to comply therewith.


                                        ----------------------------------------
                                        Signature
                                        Print Name:


                                        ----------------------------------------
                                        Signature, if jointly held
                                        Print Name:


                                        ----------------------------------------
                                        Date


                                      -7-
<PAGE>


                                 ASSIGNMENT FORM

FOR  VALUE  RECEIVED_____________________________   ("Assignor")  hereby  sells,
assigns and transfers unto  _______________________________  ("Assignee") all of
Assignor's right,  title and interest in, to and under Warrant No. W-____ issued
by Utix Group Inc., dated ______________.

DATED:
       -----------------------------
                                        ASSIGNOR:

                                        ----------------------------------------
                                        Signature
                                        Print Name:


                                        ----------------------------------------
                                        Signature, if jointly held
                                        Print Name:

                                        Assignee:

The  undersigned  agrees  to all of the  terms  of  the  Warrant  and to  comply
therewith.


                                        ----------------------------------------
                                        Signature
                                        Print Name:


                                        ----------------------------------------
                                        Signature, if jointly held
                                        Print Name:


                                      -8-