EXHIBIT 10.4

                              EMPLOYMENT AGREEMENT

This Employment Agreement ("Agreement"] made as of the "Effective Date" (defined
below), by and between Corporate Sports Incentives, Inc. d/b/u UTIX Corporation,
Inc. (" UTIX" or the "Company"), and Anthony G. Roth (the "Executive"),

In  consideration  of the mutual covenants and promises  contained  herein,  and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged by the parties hereto, the Parties agree as follows:

I.      TITLE

        The Executive's title will be President & Chief Executive Officer.

II.     TERM OF EMPLOYMENT

        The Company  hereby  agrees to employ the  Executive  and the  Executive
        hereby  accepts  employment  with the  Company  for a period of four (4)
        years commencing on the Effective Date.

III     RESPONSIBILITIES OF THE EXECUTIVE

        The  Executive  agrees to  undertake  the  duties  and  responsibilities
        inherent  in  the  position  described  above,  those  described  in the
        Company's  By-Laws  and such other  duties and  responsibilities  as the
        Company  shall  from time to time  reasonably  assign.  Executive  shall
        report directly to the Chairman of the Board.

        Executive  shall  devote his full time and best  efforts to the Company.
        Company  agrees to appoint  Executive  to the Board as of the  Effective
        Date and  nominate  Executive  as a Board  candidate  on the  management
        proposed slate throughout the tenure of his employment hereunder. Should
        Executive  elect to resign from Board,  such  resignation  shall not, of
        itself, effect a termination or breach of this Agreement.

IV      EXPENSE REIMBURSEMENT

        The  Company  will  advance  and/or  reimburse  the  Executive  for  all
        reasonable travel and other business expenses incurred in furthering the
        business of the Company and in accordance with the Company's  travel and
        business expense policy.

V       ANNUAL BASE SALARY

        The  Executive  shall  receive an annual base salary of  $150,000.  This
        salary will be reviewed at least annually by the Compensation  Committee
        of the Board;  and the Board in its sole  discretion,  may  increase the
        Annual Base Salary for part or all of the remaining term.

VI      BONUSES

        A.      Executive  shall  receive a one time  Signing  Bonus of  $25,000
                payable upon the Effective Date of this Agreement.

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        B.      Executive shall also  participate in the Executive Bonus Program
                with an Annual  Bonus not to exceed 75% of the then  Annual Base
                Salary.  The Annual Bonus for Executive shall be payable in cash
                and  will  be  due  the  month  following  the  delivery  of the
                Company's annual operating results to the Board of Directors.

VII     STOCK OPTIONS

        Executive is granted  options  pursuant to the  Company's  Stock Options
        Plan ("Plan") to purchase the greater of (i) 750,000  shares or (ii) 25%
        of the stock option pool of Company common stock allocated for the Board
        and Company employees.  The exercise price shall be equal to the initial
        price  established it. the private offering of Company common stock made
        as of the Effective Date, Such options shall vest expire ten year's from
        the date of issue, The options shall vest at the rate of 25% per year on
        each of the first four  anniversary  dates of the Effective Date of this
        Agreement, subject Articles IX and XI below.

        Executive  agrees to enter into a stock  option  agreement  with Company
        containing  the above terms and  provision of the options  together with
        such  other  terms  and  conditions  as  counsel  for  the  Company  may
        reasonably  require  to  assure  compliance  with  applicable  state and
        federal law and stock`  exchange  requirements  in  connection  with the
        issuance of Company  common stock upon  exercise of option to be granted
        as provided herein, or as may be required to comply with the Plan.

V1l     BENEFITS

        Executive  shall be  entitled  to receive all  benefits  generally  made
        available to senior executives of the Company ("Benefits").

        TERMINATION BY COMPANY

        Company  shall have tope right to  terminate  this  Agreement  under the
        following circumstances:

        A.      For cause upon notice from the Company Board of  Directors.  For
                purposes  hereof,  "cause"  for  termination  shall  include (a)
                embezzlement,  theft, larceny,  material fraud, or other acts of
                dishonesty; (b) conviction of or entrance of a plea of guilty or
                nolo contendere to a felony or other crime which has or may have
                a material  adverse effect can the Executive's  ability to carry
                out his duties under this  Agreement or upon the  reputation =~x
                the Company; (c) conduct involving moral turpitude; and (d) upon
                a good  faith  finding  by  the  Board  of  Directors  of  gross
                insubordination  or  misconduct  during  the term  hereof  which
                materially harms or damages the Company.

        B.      Upon the death or disability of the  Executive.  As used in this
                Agreement, the term "disability" :hall mean the inability of the
                Executive, due to a physical and/or mental disability, L perform
                the  essential  functions of his/her job for a period of six (6)
                consecutive, months.

        C.      For poor  performance of Executive as determined by the Board of
                Directors,   after  (i)  such   performance   issues  have  been
                communicated  in writing to the Executive and (ii) the Executive
                has failed to cure deficiencies communicated within a reasonable
                time period.

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        RIGHTS FOLLOWING TERMINATION BY COMPANY

        Upon termination pursuant by Company, the following shall apply:

        Upon termination pursuant to Paragraph A ("for cause(degree)) of Section
        IX, the Company shall have no further responsibility to Executive except
        to pay the portion of (i) the Annual Base Salary,  and (ii) Annual Bonus
        earned and prorated to and including the last day of employment shall be
        paid to Executive in accordance  with bonus  payment  schedules of other
        Executives.  All  stock  options  not yet  vested  as of the last day of
        employment are canceled.

        Upon  termination  pursuant to  Paragraph B ("death or  disability")  of
        Section IX, the Company  shall  continue  to pay by the  Executive,  his
        surviving  spouse, if living,  otherwise to his estate,  the Annual Base
        Salary aid provide full Benefits  (pursuant to Article VIII) for six (6)
        months  following the last day of employment in the event of Executive's
        death or from the date the Executive is deemed disabled,  (as defined in
        Section IX B).

Upon termination pursuant to Paragraph C ("poor performance") of Section IX, the
Company shall provide Executive with the following severance package:

    o   Annual Base Salary and Annual Bonus. Bonus shall be paid to Executive in
        accordance  with bonus payment  schedules of other  Executives.  Salary,
        (based upon  annualizing  portion of ; gar employed)  will be payable in
        equal monthly  installments  over 12 months or a single lump sum payment
        equal to the present value of said installment  payments  discounted ::r
        the then prime rate  published in the Wall Street Journal as of the date
        of termination.

    o   Benefits as per Section VIII for 12 months from the date of termination;

    o   All stock option,  warrants and other equity  arrangements  vested as of
        the date of termination remain with Executive and Executive has 180 days
        from the date of termination  to exercise all such options,  warrants or
        other equity  arrangements.  As of the 7.811` day  following the date of
        termination,   all  unexercised  options,   warrants  and  other  equity
        arrangements shall be canceled.

TERMINATION BY EXECUTIVE

Executive  shall have the right to terminate his employment  under the Agreement
upon thirty (30) days' prior  written  notice to Board  provided  said notice is
delivered to the Chairman of the Board within 60 days  following the  occurrence
of either A or B below or resigns in accordance with C below.

A.      Executive  is not  appointed,  slated,  elected or  retained as a voting
        member of the Board of Director of the Company;

B.      Company  materially reduces  Executive's scope OF authority,  duties and
        responsibilities  hereunder.  Executive's scope OF authority, duties and
        responsibilities  shall not be deemed  materially  reduced for  purposes
        hereof  solely by virtue of the fact that  Company is (or  substantially
        all of its assets  are) sold to, or is  combined  with,  another  entity
        provided to the following such an event (i) Executive  shall continue to
        have the same  scope  of  ai.4odty,  duties  and  responsibilities  with
        respect to Company's  Universal  Ticket  products,  sales and  marketing
        operations,  and retail  distribution  business and (ii) Executive shall
        report  directly  to the  then  chief  executive  officer  or  Board  of
        Directors of

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        the entity that acquires the Company or substantially all OF its assets;
        or

C.      Executive  announces  the  termination  of his  employment  agreement in
        writing to the Board of Directors as a "voluntary resignation."

RIGHTS FOLLOWING A TERMINATION BY EXECUTIVE

If this  Agreement is germinated  pursuant to Sections A or B of Article XI, the
Company  shall  pay  Executive  within  30 days of the date of  termination  the
following severance package:

        o   One year Annual Base Salary and Annual Bonus (based upon annualizing
            portion of year employed)  payable upon termination in a single lump
            sum payment;

        o   One year of Benefits continuation per Article VIII;

        o   All. stock options,  warrants and other equity arrangements  granted
            by the Company to executive under the Plan or otherwise prior to the
            date of  termination  shall be deemed  100% vested as of the date of
            termination.

        If this  Agreement  is  terminated  pursuant  to  Section C of Article X
        (voluntary   resignation),   the   Company   shall   have   no   further
        responsibility to Executive except to pay the portion of (i) Annual Base
        Salary,  and (ii;  Annual Bonus earned to and  including the last day of
        employment. Further, all stock options not yet vested as of the last day
        of employment are canceled. All stock options, warrants and other equity
        arrangements  vested as of the date of termination remain with Executive
        and Executive has 180 days from the date of  termination to exercise all
        such options, warrants or other equity arrangements.  As of the 1811 day
        following the date of termination, all unexercised option;; warrants and
        other equity arrangements shall be canceled.

XIII    CHANGE OF CONTROL TERMINATION

        If  within  twenty-four  months  following  a  Change  of  Control,   as
        hereinafter  defined,  the  Executive's  employment is terminated  for a
        reason (or no reason) other than for disability, death or for cause, the
        termination  shall be deemed a "Change of Control  Termination" and this
        Article  shall  determine   Executives  severance  package  in  lieu  of
        provisions  described  under Articles X and XII above. In the event of a
        Change of Control Termination,  the Company shall pay to the Executive a
        single  lump sum  payment  equal to two  years of the  Executive's  then
        Annual Base Salary and Annual Bonus (based upon a; initializing  current
        year),  and a continuation of Benefits (per Section VIII) for two years.
        Additionally,  any stock options, warrants, or other equity arrangements
        granted to the Executive  shall become 100% vested as of the date of the
        Change of Control Termination.

        "Change of  Control"-  shall be deemed to have  occurred  if at any time
        after  the  Effective  Date  of  this  Agreement  any  person  or  group
        (excluding  the  shareholders  OF the  Company the day before the Public
        Merger), directly or indirectly,  controls more than 50% of the combined
        voting power of the young securities of the Company.

XIV     BINDING AGREEMENT

        This  Agreement  shall be  binding  upon arid  inure to the  benefit  of
        Executive,  his heirs,  distributees  and assigns and the  Company,  its
        successors (e,g. Public Company via Public Merger), and

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        assigns.  Executive r nay not, without the express written permission of
        the Company, assign or pledge any rights c: obligations hereunder to any
        person,  firm or  corporation,  No  amendment  or  modification  of this
        Agreement  shall be  valid  unless  evidenced  by a  written  instrument
        executed by both parties hereto.

XV      GOVERNING LAW

        This Agreement shill be governed by and construed in accordance with the
        laws of the State of Delaware

        All  notices  which a ,:arty is  required  or may  desire to give to the
        other party under or in connection with this Agreement shall be given in
        writing  via either  overnight  service or U.S.  Mail  certified  return
        receipt requested, by addressing the same to the other party as follows:

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        If to Executive to:

                           Anthony G. Roth
                           5 El Will Farm Road
                           Bedford, MA 01730

        If to Company to:

                           Chairman of Board of Directors
                           UTIX Corporation
                           170 Cambridge Street
                           Burlington, MA 01803

        Or such other place as may be designated in writing by like notice.

XVI     EFFECTIVE DATE

        This Agreement  shall become  effective as of Chic,  closing date of the
        Public Merger (defined below) and said merger is a condition precede; rt
        to the commencement of the term hereunder.

XVII    PUBLIC MERGER

        The Company is in the process of competing a Public Merger with a public
        company, Equicap, Inc. ("Public Merger").

XVIII   ATTORNEY FEES

        In the event a  dispute  arises  as to the  interpretation,  enforcement
        and/or breach of this Agreement,  the prevailing party shall be entitled
        to reasonable attorney's fees and all costs Incurred.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
18th day of September, 2003.

EXECUTIVE:                              UTIX CORPORATION, INC.

----------------------------------      ----------------------------------------
Anthony G. Roth                         Jonathan Adams              Date
                                        Co-Chairman



                                        ----------------------------------------
                                         Charles A. Lieppe          Date
                                            Co-Chairman

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        If to Executive to:

                          Anthony G. Roth
                          5 El Will Farm Road
                          Bedford, MA 01730

        If to Company to:

                          Chairman an of Board of Directors
                          UTIX Corporation
                          176 Cambridge Street
                          Burlington, MA 01803

        Or such other place as may be designated in writing by like notice.

VI      EFFECTIVE DATE

        This  Agreement  shall  become  effective  as of the closing date of the
        Public Merger (defined  below) and said merger is a condition  precedent
        to the commencement of the term hereunder.

:VII    PUBLIC MERGER

        The  Company is in the  process of  completing  a Public  Merger  with a
        public company, Equicap, Inc: ("Public Merger").

YIII    ATTORNEY FEES

        In the event a  dispute  arises  as to the  interpretation,  enforcement
        and/or breach of this Agreement,  the prevailing party shall be entitled
        to reasonable attorney's fees and all costs incurred.

IN WITNESS WHEREOF, the parties hereto have:,  executed this Agreement as of the
18th day of September, 2003.


EXECUTIVE:                              UTIX CORPORATION, INC.

-----------------------                 ----------------------------------------
Anthony G. Roth    Date                 Jonathan Adams           Date
                                        Co-Chairman



                                        ----------------------------------------
                                        Charles A. Lieppe        Date
                                        Co-Chairman