EX-4.9

                                 LOAN AGREEMENT
                                   APRIL 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"), Borrower's
wholly-owned subsidiary Corporate Sports Incentives, Inc., a New Hampshire
corporation with an address at 170 Cambridge Street, Burlington, MA 01803-2933
("Corporate Sports"), as grantor of a security interest, 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").

          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 on the date hereof, the
          amount set forth opposite each Lender's name in SCHEDULE A attached
          hereto, subject 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 Five Hundred Fifty
          Thousand Dollars ($550,000) (the "Loan"). The minimum Loan amount for
          each Lender shall be $25,000.

          a.   FUNDING. The Loan will be funded within ten (10) business days of
               execution of this Agreement. 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
               Borrower's account at Cambridge Savings Bank.

     2.   TERMS.

          a.   INTEREST RATE. The Loan shall bear interest at a rate of ten
               percent (10%) per annum. Interest shall be paid semi-annually,
               commencing on August 31, 2004 and on each February 28 and August
               31 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) December
               31, 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 $3,500,000 from any debt or equity financing completed
               prior to December 31, 2004 (the "Maturity Date").

<PAGE>


          c.   PREPAYMENT. The Loan may be prepaid by the Borrower at any time.
               If a prepayment occurs, the Lender will be entitled to a
               prepayment premium (the "Prepayment Premium") equal to 5% of the
               Loan amount. In the event the Borrower receives net proceeds in
               excess of $3.5 million from any debt or equity financing while
               the Loan is outstanding, the Loan shall (1) mature as set forth
               in Section 2(b) above and (2) be entitled to the Prepayment
               Premium, which shall be paid within fifteen (15) days of
               receiving the proceeds from such financing.

          d.   SECURITY.  The Loan shall be secured (the "Security Interest") by
               a second priority  security  interest in all of the assets of the
               Borrower and Corporate Sports, including those acquired after the
               date  hereof but  excluding  selective  receivable  financing  on
               bundled  retail  products  (the   "Collateral").   The  Borrower,
               Corporate  Sports  and the  Lenders  shall  enter into a security
               agreement that is  substantially  in the form attached  hereto as
               EXHIBIT B (the "Security Agreement").

     3.   REPRESENTATIONS. As applicable, each of Borrower and Corporate Sports
          represents and warrants to the Lenders as follows:

          a.   GOOD STANDING. Borrower is a corporation duly organized,  validly
               existing,  and in good  standing  under  the laws of the State of
               Delaware,  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.  Corporate
               Sports 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.

          b.   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. Corporate Sports has
               full power and authority to enter into this Agreement, to grant a
               security interest, 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.

          c.   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

<PAGE>


               application affecting the rights and remedies of creditors. This
               Agreement shall constitute the legal, valid, and binding
               obligation of Corporate Sports 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.

          d.   COLLATERAL. Borrower has, and will have upon acquisition, good
               and marketable title to the Collateral. Corporate Sports has, and
               will have upon acquisition, good and marketable title to the
               Collateral. Borrower and Corporate Sports shall not in any way
               further encumber the Collateral from the day and year first
               written above until all of the obligations created hereby are
               fully satisfied. Borrower and Corporate Sports shall assist and
               cooperate with Lender in filing the requisite Uniform Commercial
               Code financing statements with respect to the Collateral.

     4.   AFFIRMATIVE COVENANTS. Until the payment in full of the Loan and
          performance of all obligations of the Borrower and Corporate Sports
          hereunder, unless otherwise indicated, each of the Borrower and
          Corporate Sports 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 Corporate Sports,
               as applicable.

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

          c.   MAINTENANCE. Maintain, preserve, and keep the Collateral in good
               repair and working order and condition.

          d.   NOTICE OF CLAIMS. Notify Lender of any claims made or legal
               processes instituted against the properties or other assets of
               Borrower or Corporate Sports, as applicable, within fifteen (15)
               days of Borrower becoming aware of the existence of such claim or
               legal 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 Corporate
          Sports hereunder, each of the Borrower and Corporate Sports shall not,
          except with the prior written consent of the 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.

<PAGE>


          b.   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
               beyond the $550,000 Loan amount stated in this Agreement,
               selective receivable financing and any bridge financing related
               to raising approximately $3.5 million of debt or equity
               financing.

     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 Corporate Sports to be
               true that is not cured within 30 days; or

          c.   Failure of Borrower or Corporate Sports 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 Corporate
               Sports; or

          d.   The institution by the Borrower or Corporate Sports 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 Corporate Sports, 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 Corporate Sports in
               furtherance of any such action; or

          e.   If, within sixty (60) days after the commencement of an action
               against the Borrower or Corporate Sports (and service of process
               in connection therewith on the Borrower or Corporate Sports)
               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 Corporate Sports, as
               applicable, or all orders or proceedings thereunder affecting the
               operations or the business of the Borrower or Corporate Sports,
               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

<PAGE>


               acquiescence of the Borrower or Corporate Sports of any trustee,
               receiver or liquidator of the Borrower or Corporate Sports, as
               applicable, or of all or any substantial part of the properties
               of the Borrower or Corporate Sports, as applicable, such
               appointment shall not have been vacated; or

          f.   The cessation of Borrower's or Corporate Sports' 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 Corporate Sports 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
               Corporate Sports 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 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.   Borrower agrees to pay and reimburse Lender for all expenses and
               damages paid or incurred by Lender, including court costs and
               reasonable attorney's fees, arising out of a default hereunder
               and/or the collection of the Loan or any other liability, or in
               preserving or protecting the right of

<PAGE>


               Lender hereunder or with respect to any collateral or security
               for the Loan or other liabilities, including all of the foregoing
               incurred in any bankruptcy arrangement or reorganization
               proceeding involving Borrower. Any or all indebtedness owing by
               Lender to Borrower may at any time without notice or demand be
               offset and applied to any indebtedness or liability of Borrower
               to Lender, whether or not the due.

          c.   This Agreement shall be binding upon Borrower and Corporate
               Sports 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.

          d.   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.

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.


Utix Group, Inc.

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

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


Corporate Sports Incentives, Inc.

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

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

<PAGE>


LENDERS:


By:
   --------------------------------
   Name:
   SS#:

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

<PAGE>


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

LENDERS                       ADDRESS                                LOAN AMOUNT
-------                       -------                                -----------

Stephen A. Weiss              c/o Gersten, Savage, Kaplowitz,        $25,000
                              Wolf & Marcus, LLP
                              101 E. 52 Street, 9th Floor
                              New York, NY 10022

Charles Lieppe                528 Palm Way                           $25,000
                              Gulf Stream, FL 33483

Roth Financial Group                                                 $200,000

Steven Apesos                 5 Foxwood Cove                         $25,000
                              Holliston, MA 01746

Jay Kaplowitz                 c/o Gersten, Savage, Kaplowitz,        $25,000
                              Wolf & Marcus, LLP
                              101 E. 52 Street, 9th Floor
                              New York, NY 10022

<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.

                      SECURED SUBORDINATED PROMISSORY NOTE


                                                                  April __, 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 ______________ Dollars ($_______), 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 the earlier to occur of (i)  December 31,  2004,  (ii) when  declared due and
payable by the Holder  upon the  occurrence  of an Event of Default  (as defined
below),  or (iii) the receipt by the Company of net  proceeds to the extent that
the same  shall be in excess  of  $3,500,000  from any debt or equity  financing
completed  prior to December  31, 2004 (the  "Maturity  Date").  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
grantor of a security  interest  ("Corporate  Sports"),  and the Lenders who are
signatories  thereto,  dated  April  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.

       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.

<PAGE>


              (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 August 31, 2004,  and on each February 28
and August 31 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
ten percent (10%) 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 (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  at  maturity  or
       otherwise, that is not cured within 10 days;

              (ii)   Failure of a  representation  of the  Company or  Corporate
       Sports in the Loan Agreement to be true that is not cured within 30 days;

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

              (iv)   The  institution  by the  Company  or  Corporate  Sports 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 Corporate  Sports, 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  Corporate  Sports in  furtherance  of any such
       action; or

              (v)    If,  within  sixty (60) days after the  commencement  of an
       action against the Company or Corporate Sports (and service of process in
       connection  therewith  on the Company or  Corporate  Sports)  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
       Corporate Sports, as applicable,  or all orders or proceedings thereunder
       affecting  the  operations  or the  business of the Company or  Corporate
       Sports,  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 Corporate Sports of any trustee, receiver or liquidator of the Company
       or Corporate Sports, as applicable, of all or any substantial part of the
       properties  of the  Company or  Corporate  Sports,  as  applicable,  such
       appointment shall not have been vacated; or

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

<PAGE>


       4.     SECURITY. The Note shall be secured (the "Security Interest") by a
second  priority  security  interest  in all of the  assets of the  Company  and
Corporate  Sports,  including those acquired after the date hereof but excluding
selective  receivable  financing on bundled retail products (the  "Collateral").
The  Company,  Corporate  Sports  and the  Lenders  shall  enter into a security
agreement of even date herewith (the "Security Agreement").

       5.     PREPAYMENT. The Note may be prepaid by the Company at any time. If
a prepayment  occurs,  the Lender will be entitled to a prepayment  premium (the
"Prepayment  Premium") equal to 5% of the Note amount.  In the event the Company
receives  net  proceeds  in  excess  of $3.5  million  from any  debt or  equity
financing while the Note is outstanding,  the Note shall (1) mature as set forth
above and (2) be entitled to the Prepayment Premium,  which shall be paid within
fifteen (15) days of receiving the proceeds from such financing.

       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.

       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.

<PAGE>


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

                                        UTIX GROUP, INC.


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

<PAGE>


                                    EXHIBIT B

                               SECURITY AGREEMENT


<PAGE>


                               SECURITY AGREEMENT


       AGREEMENT  made the ____ day of April,  2004,  by and among  UTIX  GROUP,
INC., a Delaware corporation (the "Company"), CORPORATE SPORTS INCENTIVES, INC.,
a  New  Hampshire  corporation  and  wholly-owned   subsidiary  of  the  Company
("Corporate Sports"),  and the undersigned lenders (the "Lenders") pursuant to a
loan agreement by and among the Company, Corporate Sports and the Lenders, dated
April 2004 (the "Loan").

                              W I T N E S S E T H:
                              - - - - - - - - - -

       1.     GRANT OF SECURITY INTEREST.  To secure the payment of indebtedness
to the Lenders  evidenced by the 10% Secured  Subordinated  Promissory  Notes of
even date herewith in the aggregate principal amount of up to Five Hundred Fifty
Thousand Dollars ($550,000) (the "Notes"),  it being understood and agreed to by
all parties hereto that all obligations under the Notes or hereunder are subject
to the final  determination  of a court of competent  jurisdiction,  the Company
hereby grants and conveys to each of the Lenders a continuing  security interest
in and to all  property  and  assets of the  Company  and its  subsidiaries  (as
hereinafter used, "Debtor" shall be deemed to include the Company and all of its
subsidiaries) of every kind and  description,  whether now existing or hereafter
acquired,  produced or created,  including without limitation:

              (a)    all accounts receivable,  chattel paper, instruments, stock
certificates,  notes,  drafts,  acceptances  and other forms of  instruments  or
obligations, now or hereafter owing to the Debtor, whether arising from the sale
of goods or rendition of services by the Debtor;  all of the Debtor's rights in,
to and under all purchase  orders,  now or hereafter  received by the Debtor for
goods or  services,  and all monies due or to become due to the Debtor under all
contracts  for the sale of goods or the  performance  of  services by the Debtor
(whether  or not yet earned by  performance),  or in  connection  with any other
transaction (including, without limitation, the right to receive the proceeds of
said purchase orders and contracts),  and all collateral security and guarantees
of any kind  given by any  obligor  with  respect to any of the  foregoing;  all
equipment  and  fixtures;  all motor  vehicles;  all  general  intangibles;  all
documents  (all of the foregoing  hereinafter  referred to  collectively  as the
"Collateral").

              (b)    Subject in its entirety to the prior payment in full by the
Company of the outstanding notes payable to the lenders (the "July Lenders") who
are signatories to the loan agreement, dated July 2003, between Corporate Sports
and the July Lenders in the aggregate  amount of Four Hundred  Seventy  Thousand
Dollars ($470,000) (the "July Loan"),  which was assumed by the Company pursuant
to the Share  Exchange  Agreement,  dated  October  31,  2003,  by and among the
Company,  Corporate Sports,  Joel Pensley,  as the principal  stockholder of the
Company,  and the  stockholders of Corporate  Sports (referred to hereinafter as
the "Prior Encumbrances").

<PAGE>


       2.     COVENANTS OF DEBTOR.  The Debtor  covenants and agrees as follows:

              (a)    The  lien  granted  by the  Debtor  to the  Lenders  in the
Collateral is a first priority security interest,  subject to the prior interest
represented by the Prior  Encumbrances  referred to in Section 1(b) hereinabove.
There  are no other  mortgages,  pledges,  liens,  security  interests,  claims,
encumbrances or changes of any kind  ("Encumbrances")  on any of the property of
the Debtor, with the exception of the Prior Encumbrances  referred to in Section
1(b) hereinabove,  and the Debtor shall not intentionally grant any Encumbrances
without  the  Lenders'  written  consent;

              (b)    To pay and perform all of the  obligations  secured by this
Agreement according to their terms;

              (c)    To defend the title to the  Collateral  against all persons
and against  all claims and  demands  whatsoever,  which  Collateral  the Debtor
hereby  represents is lawfully  owned by the Debtor and is now free and clear of
any and all liens, security interests, claims, charges, encumbrances,  taxes and
assessments, with the exception of the Prior Encumbrances referred to in Section
1(b) hereinabove;

              (d)    To keep the Collateral,  at the Debtor's  expense,  in good
repair and condition (reasonable wear and tear excepted);

              (e)    To  retain  possession  of the  Collateral  at its  current
locations,  and not to remove,  sell, exchange,  assign,  loan, deliver,  lease,
license,  mortgage or otherwise  dispose of same (other than  inventory  sold or
receivables  collected  or cash  disbursements  made in the  ordinary  course of
business  so long as an Event of  Default  (as  defined  in the  Notes)  has not
occurred and is not continuing  hereunder)  without the prior written consent of
the Lenders;

              (f)    To keep the Collateral free and clear of all further liens,
charges and encumbrances;

              (g)    To pay all taxes,  assessments and license fees relating to
the  Collateral  except as same may be  contested by the Debtor in good faith by
proper  proceedings and providing  adequate reserves for the accrual of same are
maintained if required by generally accepted accounting principles;

              (h)    To  keep  the  Collateral  and  records   relating  to  the
Collateral available for inspection by the Lenders at all reasonable times;

              (i)    To keep the Collateral  fully insured against loss by fire,
theft and other  casualties.  The Debtor shall give immediate  written notice to
the  Lenders  and to  insurers  of loss or  damage to the  Collateral  and shall
promptly file proofs of loss with insurers; and

              (j)    To comply with the  material  terms and  conditions  of any
leases covering the premises  wherein the Collateral is located and any material
orders, ordinances, laws or statutes applicable to the Debtor of any city, state
or governmental  department having jurisdiction with respect to such premises or
the conduct of business  thereon,  if the failure to comply therewith results in
the  termination of any such lease or the inability of the Debtor to operate its
business thereon.

<PAGE>


       3.     FINANCING  STATEMENTS.  The Debtor  agrees to execute  and deliver
              such documents,  including UCC-1  Financing  Statements,  as shall
              reasonably  be  requested  by the Lenders to perfect the  security
              interest in the Collateral granted herein to the Lenders.

       4.     EVENTS OF DEFAULT AND REMEDIES.

              (a)    The following shall constitute an "Event of Default" by the
Debtor hereunder:

                     (1)    An Event of Default (as defined therein) shall occur
under the Note,  after giving effect to all notice  provisions  and cure periods
provided for therein;

                     (2)    Failure by the Debtor to comply  with or perform any
provision of this Agreement,  PROVIDED,  however, that with respect to a failure
by the Debtor to comply with any of the provisions of Section 2(c), (e), (i) and
(j) of this  Agreement,  such  failure is not remedied  within  thirty (30) days
after the Debtor's receipt of written notice of same;

                     (3)    Any  representation of Debtor set forth herein shall
have been false or misleading in any material respect; or

                     (4)    Subjection  of any  of the  Collateral  to  levy  of
execution  or  other  judicial  process,  which  is  not  released,  discharged,
dismissed, stayed or fully bonded for a period of thirty (30) days or more after
its entry, issue or stay, as the case may be.

              (b)    Upon any default by the Debtor hereunder, the Lenders shall
have all the rights,  remedies  and  privileges  with  respect to  repossession,
retention and sale of any or all of the Collateral of the Debtor and disposition
of the  proceeds  as are  accorded  by the  applicable  sections  of the Uniform
Commercial  Code,  as from  time to time in effect in the State of New York (the
"Uniform Commercial Code").

              (c)    Upon any default by the Debtor hereunder and upon demand of
the Lenders,  the Debtor shall  assemble the Collateral and make it available to
the Lenders at the place and at the time designated in the demand.

              (d)    If the Debtor shall  default in the  performance  of any of
the  provisions  of this  Agreement on the Debtor's  part to be  performed,  the
Lenders may perform same for the Debtor's accounts and any monies expended in so
doing  shall  be  chargeable  with  interest  to the  Debtor  and  added  to the
indebtedness to the Lenders secured hereby.

       6.     LIABILITY FOR  DEFICIENCY.  The Debtor shall remain liable for any
deficiency under the Notes resulting from a sale of the Collateral and shall pay
any such deficiency forthwith on demand.

       7.     WAIVER. Waiver of or acquiescence in any default by the Debtor, or
failure of the Lenders to insist upon  strict  performance  by the Debtor of any
warranties or covenants in this Agreement,  shall not constitute a waiver of any
subsequent  or other default or failure.

<PAGE>


       8.     NOTICES.  All notices to any party  hereof shall be in writing and
shall be  sufficiently  given at the time of delivery if delivered to such party
in person,  by Federal Express or similar  receipted  delivery,  or on the fifth
(5th) business day after mailing if mailed,  postage prepaid, by certified mail,
return  receipt  requested,  addressed  to such party at his address  herein set
forth or to such other  address as he, by notice to the  others,  may  designate
from time to time.

       9.     CAPTIONS.   The  captions  are  inserted   only  as  a  matter  of
convenience and for reference and in no way define,  limit or describe the scope
of this Agreement nor the intent of any provision thereof.

       10.    SUCCESSORS  AND  ASSIGNS.  The terms,  warranties  and  agreements
herein  contained shall bind and inure to the benefit of the respective  parties
hereto, and their respective legal representatives, successors and assigns.

       11.    GENDER AND NUMBER.  The gender and number  used in this  Agreement
are used as a reference  term only and shall apply with the same effect  whether
the parties are of the  masculine or feminine  gender,  corporate or other form,
and the singular shall likewise include the plural.

       12.    MODIFICATION  OF  AGREEMENT.  This  Agreement  may not be  changed
orally.

       13.    GOVERNING  LAW. This  Agreement  shall be governed as to validity,
interpretation,  construction,  effect and in all other respects by the internal
laws of the State of New York. The Debtor (1) agrees that any legal suit, action
or proceeding  arising out of or relating to this Agreement  shall be instituted
exclusively in New York State Supreme Court, County of New York or in the United
States  District  Court for the  Southern  District of New York,  (2) waives any
objection to the venue of any such suit,  action or proceeding  and the right to
assert that such forum is not a convenient  forum, and (3) irrevocably  consents
to the jurisdiction of the New York State Supreme Court, County of New York, and
the United States  District  Court for the Southern  District of New York in any
such suit,  action or  proceeding,  and the Debtor  further agrees to accept and
acknowledge service of any and all process which may be served in any such suit,
action or proceeding in New York State Supreme Court,  County of New York, or in
the United  States  District  Court for the  Southern  District  of New York and
agrees that service of process  upon it mailed by certified  mail to its address
shall be deemed in every  respect  effective  service of process  upon it in any
such suit, action or proceeding.

       14.    EXECUTION IN  COUNTERPARTS.  This Agreement may be executed in any
number of  counterparts,  each of which  shall be deemed  to be an  original  as
against  any party  whose  signature  appears  thereon,  and all of which  shall
together  constitute one and the same  instrument.  This Agreement  shall become
binding when one or counterparts thereof,  individually or taken together, shall
bear the signature of all of the parties reflected hereon as signatories.

<PAGE>


       IN WITNESS WHEREOF, the parties have signed this agreement on the day and
year first above written.

DEBTOR:


UTIX GROUP, INC.

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


CORPORATE SPORTS INCENTIVES, INC.

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


LENDER:

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