EXHIBIT 4.7

                            BUSINESS LOAN AGREEMENT
                                    JULY 2003

This Loan  Agreement is made and entered into to be effective  upon execution by
and between Corporate Sports Incentives, Inc. a New Hampshire Corporation,  (the
"Borrower") and _________________, (the "Lender"), as follows:

1.   LOAN AGREEMENT.  The Borrower agrees to borrow from Lender,  and the Lender
     agrees to lend to the Borrower on the date hereof, subject to the terms and
     conditions set forth hereunder and in the Loan, hereinafter described,  the
     sum of $_____________ (the "Loan"). The maximum amount of the Loan shall be
     $1,000,000 with a minimum investment of $50,000 equaling one (1) unit

        a.  The Loan will be funded  within ten (10)  business days of execution
            of this  Agreement.  Funds will be placed in a Merrill  Lynch  money
            market account.

2. Terms.

        a.  Interest  Rate - The  Loan  shall  bear  interest  at a rate of nine
            percent  (9%) per annum.  Interest  will be paid  semi-annually.

        b.  Maturity date of July 15, 2006

        c.  Conversion  - Lender may convert Loan to twenty  percent  (20%) (pro
            rata per $50,000  increments  or 1.0% per unit = est.  1.2 shares of
            120  total  outstanding  post  capitalization)  of  the  Company  at
            holder's  request anytime after July 15, 2004 through maturity date.
            Conversion  pricing shall ratchet down in equal formulation with the
            sale of any  stock  at a lower  valuation  prior to  maturity  date.
            Company  has right to prepay  loan with a thirty  notice  with a 10%
            premium prior to July 15, 2004.

        d.  Security. The Loan shall be secured (the "Security Interest") by all
            of the assets of Borrower,  including  those acquired after the date
            hereof (the "Collateral"),  excluding selective receivable financing
            on bundled retail products.

        e.  A Warrant to purchase one share (est.  0.83%) of Company for $50,000
            shall be granted upon  execution  of $50,000 unit loan.  The Warrant
            expires July 15, 2008.  In the event of a public  merger the Warrant
            shall  equate to one share or 0.83% of the shares  allocated  to the
            existing  Company  shareholders on a fully diluted basis at the time
            of merger.

3.   REPRESENTATIONS.  The  Borrower  represents  and  warrants to the Lender as
     follows:

        a.  Good Standing.  Borrower is a corporation  duly  organized,  validly
            existing,  and in good  standing  under the laws of the State of New
            Hampshire, 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.

        b.  Corporate  Authority.  The Borrower has full power and  authority to
            enter  into this  Agreement,  to borrow the  funds,  to execute  and
            delver the Loan,

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            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  constitutes  and the Loan 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.

        d.  Collateral.  Borrower has, and will have upon acquisition,  good and
            marketable title to the collateral.

4.   Affirmative  Covenants.   Until  the  payment  in  full  of  the  Loan  and
     performance of all obligations of the borrower hereunder,  unless otherwise
     indicated, the Borrower 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.

        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
            Lender  within  Fifteen  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.

5.   Negative  Covenants.  Until payment in full of the Loan and the performance
     of all other obligations of the Borrower hereunder, the Borrower shall not,
     except with the prior written consent of the majority (51%) of the Lenders:

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

        b.  Additional Borrowing and Guaranty. Borrower will not 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   acknowledged
            $1,000,000  Loan  amount  stated  in this  agreement  and  selective
            receivable financing without prior written agreement from Lender.

<PAGE>

6.   Events of Default.  The balance of all credit  extensions  hereunder to the
     Borrower  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").  In all instances below,  Company has sixty (60) days
     to cure prior to default.

        a.  Non-payment  of the interest or  principal  under the Loan more than
            thirty (30)  business  days after such payment shall have become due
            and payable, whether at maturity or otherwise; or

        b.  Failure of a representation of Borrower to be true; or

        c.  Failure  of  Borrower  to  observe or  perform  any  material  term,
            covenant,  or  agreement  contained  in any other  paragraph of this
            agreement; or the dissolution, termination of existence, or business
            failure of the Borrower; or

        d.  The appointment of a custodian  (including  without  limitation of a
            receiver  or trustee) of any  material  part of the  property of the
            Borrower; or

        e.  Institution by or against the Borrower of any  proceeding  under any
            bankruptcy,  arrangement, or reorganization,  insolvency, or similar
            law; or

        f.  The cessation of Borrower's business for more than thirty days

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

8.   Miscellaneous

        a.  This   agreement  and  all  of  the   covenants,   warranties,   and
            representations  of the Borrower and all powers and rights of Lender
            hereunder  shall  be in  addition  to and  cumulative  of all  other
            covenants, representations, and warranties of Borrower and all other
            rights and powers of Lender  contained  in, or provided  for in, any
            other instrument or document now or hereafter executed and delivered
            by  Borrower  to or in favor of  Lender.  No delay or failure on the
            part of 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 tight and the rights and  remedies  of Lender
            are  cumulative  to and not  exclusive  or  remedies  which it would
            otherwise  have. No waiver,  consent or  modification,  or amendment
            shall be effective as against  Lender  unless the same is in writing
            and signed by Lender.  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  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.  All communications and
            notices  provided for herein shall be in writing and shall be deemed
            to have been given when  delivered  personally

<PAGE>

            or when  deposited  in the  U.S.  mail by  registered  or  certified
            postage  prepaid,  addressed  to the parties at the  address  beside
            their names below.

        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 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 its
            successors and assigns, and shall inure to the benefit of Lender and
            the benefit of its successors  and assigns  including any subsequent
            holder or holders of the Note 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  Hampshire  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

11.  Executed at on the day and year first above 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: Corporate Sports Incentives, Inc.

By:   ________________________
      Anthony G. Roth     Date
Its:  President and CEO

Lender:

By:   _____________________________

Name: _______________________  Date

SSN:  _________________

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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.

                           CONVERTIBLE PROMISSORY NOTE

                                                               November 13, 2003

         Utix Group, Inc., a Delaware corporation formerly known as Chantal Skin
Care  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) _______,  2006, or (ii) when declared due and payable by the Holder
upon the  occurrence  of an Event of Default (as defined  below) (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 pursuant to Section 1.01
of the Share Exchange Agreement,  dated as of October 31, 2003, by and among the
Company, Corporate Sports Incentives, Inc., a New Hampshire corporation ("CSI"),
Joel Pensley,  an individual,  and the  stockholders of CSI (the "Share Exchange
Agreement"),  in which it was agreed  that each of the  lenders,  including  the
Holder, under the Business Loan Agreement with CSI dated as of July 2003, as the
same may from time to time be  amended,  modified  or  supplemented  (the  "Loan
Agreement")  shall  cancel  the debt  owed to such  lender by CSI under the Loan
Agreement  in  exchange  for the  issuance  of a note by the  Company  for their
respective  loan amounts.  By accepting this Note, the Holder  acknowledges  and
agrees  that the debt owed by CSI to such  Holder  under the Loan  Agreement  is
cancelled. 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.

                  (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.

<PAGE>


         2.       INTEREST.  The Company shall pay interest at the rate of  nine
percent  (9%) 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.  Said  interest  shall  be paid  semi-annually  in  arrears  until  all
outstanding principal and interest on this Note shall have been paid in full.

        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.  In all  instances  below,  the  Company  or  CSI,  as  guarantor  (the
"Guarantor"), as applicable, has sixty (60) days to cure.

                  (i) Default in the payment of the principal and unpaid accrued
         interest  of this Note when due and  payable,  whether at  maturity  or
         otherwise;

                  (ii)  Failure of a  representation  of the Company in the Loan
         Agreement to be true;

                  (iii) 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,  as  applicable,  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
         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,  as applicable,  of any trustee,  receiver or
         liquidator of the Company or the Guarantor, as applicable, or of all or
         any  substantial  part  of  the  properties  of  the  Company,  or  the
         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 the Guarantor.

        5.        CONVERSION.

                  5.1  VOLUNTARY  CONVERSION.  The  Holder  of this Note has the
right, at the Holder's option, after December 31, 2004, to convert this Note, in
accordance with the provisions of Section 5.3 hereof,  in whole or in part, into
fully paid and nonassessable  shares of Common Stock of the Company (the "Common
Stock").  The  number  of shares of Common  Stock  into  which  this Note may be
converted ("Conversion Shares") shall be determined by multiplying the principal
amount of the Note by the Conversion  Price (as defined  below).  The Conversion
Price  shall be equal  to (A) the  quotient  of (x) 1.2  divided  by (y)  50,000
multiplied by (B) 96,794.609.

<PAGE>


                  5.2      CONVERSION PROCEDURE.

                           5.2.1  NOTICE OF CONVERSION.  Before the Holder shall
be entitled to convert this Note into shares of Common Stock, it shall surrender
this Note at the principal  office of the Company and shall give written  notice
by mail, postage prepaid,  to the Company at its principal  corporate office, of
the  election  to convert  the same  pursuant  to Section  5.1,  and shall state
therein the name or names in which the certificate or certificates for shares of
Common  Stock  are to be  issued.  The  Company  shall,  as soon as  practicable
thereafter,  issue  and  deliver  at such  office  to the  Holder of this Note a
certificate  or  certificates  for the number of shares of Common Stock to which
the Holder of this Note shall be entitled as aforesaid. Such conversion shall be
deemed to have been made immediately  prior to the close of business on the date
of such  surrender of this Note,  and the person or persons  entitled to receive
the shares of Common Stock  issuable upon such  conversion  shall be treated for
all  purposes as the record  holder or holders of such shares of Common Stock as
of such date.

                  5.3      DELIVERY  OF  STOCK  CERTIFICATES.   As  promptly  as
practicable  after the  conversion of this Note, the Company at its expense will
issue and deliver to the Holder of this Note a certificate or  certificates  for
the number of full shares of Common Stock issuable upon such conversion.

                  5.4      MECHANICS  AND EFFECT OF  CONVERSION.  No  fractional
shares of Common Stock shall be issued upon  conversion of this Note. In lieu of
the Company  issuing any fractional  shares to the Holder upon the conversion of
this  Note,  the  Company  shall pay to the  Holder  the  amount of  outstanding
principal  that is not so converted,  such payment to be in the form as provided
below.  Upon the  conversion  of this Note  pursuant to Section  5.1 above,  the
Holder shall surrender this Note, duly endorsed,  at the principal office of the
Company. At its expense,  the Company shall, as soon as practicable  thereafter,
issue and  deliver to such  Holder at such  principal  office a  certificate  or
certificates  for the  number of shares of such  Common  Stock  which the Holder
shall be entitled upon such conversion  (bearing such legends as are required by
the Loan  Agreement  and  applicable  state and federal  securities  laws in the
opinion of counsel  to the  Company),  together  with any other  securities  and
property to which the Holder is entitled upon such conversion under the terms of
this Note,  including a check payable to the Holder for any cash amounts payable
as described  above.  Upon conversion of this Note, the Company shall be forever
released from all of its obligations and liabilities under this Note.

         6.       CONVERSION PRICE ADJUSTMENTS.

                  6.2      ADJUSTMENTS FOR STOCK SPLITS AND SUBDIVISIONS. In the
event the  Company  should  at any time or from  time to time  after the date of
issuance hereof fix a record date for the effectuation of a split or subdivision
of the  outstanding  shares of Common Stock,  or entitling the holder thereof to
receive directly or indirectly,  additional shares of Common Stock  (hereinafter
referred to as "Common Stock Equivalents")  without payment of any consideration
by such holder for the  additional  shares of Common  Stock or the Common  Stock
Equivalents,  then,  as of  such  record  date  (or the  date  of such  dividend
distribution,  split or subdivision if no record date is fixed),  the Conversion
Price of this Note shall be appropriately decreased so that the number of shares
of Common  Stock  issuable  upon  conversion  of this Note shall be increased in
proportion to such increase of outstanding shares.

                  6.3      ADJUSTMENTS  FOR REVERSE STOCK SPLITS.  If the number
of shares of  Common  Stock  outstanding  at any time  after the date  hereof is
decreased by a combination  of the  outstanding  shares of Common  Stock,  then,
following the record date of such  combination,  the  Conversion  Price for this
Note  shall be  appropriately  increased  so that the number of shares of Common
Stock  issuable on  conversion  hereof shall be decreased in  proportion to such
decrease in outstanding shares.

                  6.3      NOTICES OF RECORD DATE, ETC.  In the event of:

                           6.3.1      Any  taking  by the  Company  of a  record
of the  holders of any class of  securities  of the  Company  for the purpose of
determining  the holders thereof who are entitled to any right to subscribe for,
purchase  or  otherwise  acquire  any  shares of stock of any class or any other
securities or property, or to receive any other right; or

<PAGE>


                           6.3.2      Any capital reorganization of the Company,
any  reclassification or recapitalization of the capital stock of the Company or
any  transfer  of all or  substantially  all of the assets of the Company to any
other person or any consolidation or merger involving the Company; or

                           6.3.3      Any voluntary or involuntary  dissolution,
liquidation  or winding up of the  Company,  then the  Company  will mail to the
holder of this Note at least ten (10)  business  days prior to the earliest date
specified therein, a notice specifying:

                                    6.3.3.1   The date on which any such  record
is to be taken for the purpose of such right,  and the amount and  character  of
such right; and

                                    6.3.3.2   The   date  on   which   any  such
reorganization,  reclassification, transfer, consolidation, merger, dissolution,
liquidation  or winding up is expected to become  effective  and the record date
for determining stockholders entitled to vote thereon.

                  6.4      RESERVATION  OF STOCK ISSUABLE UPON  CONVERSION.  The
Company shall at all times reserve and keep  available out of its authorized but
unissued  shares of  Common  Stock  solely  for the  purpose  of  effecting  the
conversion  of the Note such number of its shares of Common  Stock as shall from
time to time be sufficient to effect the  conversion of the Note;  and if at any
time the number of authorized  but unissued  shares of Common Stock shall not be
sufficient to effect the conversion of the entire  outstanding  principal amount
of this Note,  in addition to such other  remedies as shall be  available to the
holder  of this  Note,  the  Company  will use its  best  efforts  to take  such
corporate action as may, in the opinion of its counsel, be necessary to increase
its authorized  but unissued  shares of Common Stock to such number of shares as
shall be sufficient for such purposes.

         7.       TREATMENT  OF  NOTE.  To the  extent  permitted  by  generally
accepted accounting  principles,  the Company will treat, account and report the
Note as debt and not  equity for  accounting  purposes  and with  respect to any
returns filed with federal, state or local tax authorities.

         8.       NO STOCKHOLDER RIGHTS. Nothing contained in this Note shall be
construed as conferring upon the Holder or any other person the right to vote or
to consent or to  receive  notice as a  stockholder  in respect of  meetings  of
stockholders  for the election of directors of the Company or any other  matters
or any rights whatsoever as a stockholder of the Company;  and no interest shall
be payable or accrued in respect of the Conversion Shares  obtainable  hereunder
until, and only to the extent that, this Note shall have been converted.

         9.       PREPAYMENT.  Prior to ________, 2004, this Note may be prepaid
by the Company  upon thirty (30) days' prior  written  notice to the Holder,  in
whole or in part, by paying a ten percent (10%) premium.

         10.      ASSIGNMENT.  Subject to the restrictions on transfer described
in Section 12 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.

         11.      WAIVER  AND  AMENDMENT.  Any  provision  of this  Note  may be
amended,  waived or  modified  upon the  written  consent of the Company and the
holders of at least a majority of the face amount of all then outstanding  Notes
issued pursuant to the Loan Agreement.

         12.      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


<PAGE>


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 12 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.

         13.      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.

         14.      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.

         15.      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 November, 2003.


                                         UTIX GROUP, INC. (fka Chantal Skin Care
                                         Corporation)


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


Name of Holder:
               -----------------------

Address:
        ------------------------------

--------------------------------------

<PAGE>


                                    EXHIBIT A

                              NOTICE OF CONVERSION

                   (To Be Signed Only Upon Conversion of Note)

         The undersigned,  the holder of the foregoing Note,  hereby  surrenders
such Note for conversion into shares of Common Stock of UTIX GROUP, INC., or its
successor-in-interest,  to the extent of $__________  unpaid principal amount of
such  Note,  and  requests  that the  certificates  for such  shares  be  issued
in  the  name  of,  and   delivered   to,   _____________,   whose   address  is
______________________

Dated:
      -----------------------


                                 -----------------------------------------------
                                 (Signature must conform in all respects to name
                                 of holder as specified on the face of the Note)


                                 -----------------------------------------------
                                                    (Address)