THIS WARRANT AND THE SHARES ISSUABLE UPON THE EXERCISE OF THIS
         WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF
         1933, AS AMENDED. EXCEPT AS OTHERWISE SET FORTH HEREIN OR IN A
         SECURITIES  PURCHASE  AGREEMENT,  DATED AS OF JULY  18,  2005,
         NEITHER  THIS  WARRANT  NOR ANY OF SUCH  SHARES  MAY BE  SOLD,
         TRANSFERRED  OR  ASSIGNED  IN  THE  ABSENCE  OF  AN  EFFECTIVE
         REGISTRATION  STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR,
         AN OPINION OF COUNSEL, IN FORM, SUBSTANCE AND SCOPE, CUSTOMARY
         FOR  OPINIONS  OF COUNSEL  IN  COMPARABLE  TRANSACTIONS,  THAT
         REGISTRATION  IS NOT  REQUIRED  UNDER SUCH ACT OR UNLESS  SOLD
         PURSUANT TO RULE 144 UNDER SUCH ACT.

         Right to Purchase  __________Shares of Common Stock, par value
         $.001 per share


                                     WARRANT

         THIS  CERTIFIES  THAT,  for  value  received,  ____________________,  a
corporation,  or its  registered  assigns (the "HOLDER") is entitled to purchase
from UTIX GROUP,  INC., a Delaware  corporation (the "COMPANY"),  at any time or
from  time  to  time  during  the  period   specified  in  Paragraph  2  hereof,
____________   (_____________)  fully  paid  and  nonassessable  shares  of  the
Company's Common Stock,  par value $.001 per share (the "COMMON  STOCK"),  at an
exercise  price per share equal to $0.125 (the "INITIAL  EXERCISE  PRICE").  The
term  "WARRANT  SHARES," as used  herein,  refers to the shares of Common  Stock
purchasable  hereunder.  The Warrant  Shares and the Initial  Exercise Price are
subject to  adjustment  as provided in Paragraph 4 hereof.  The term  "WARRANTS"
means  this  Warrant  issued  pursuant  to  that  certain  Securities   Purchase
Agreement,  dated July 18,  2005,  by and among the  Company and the Holder (the
"SECURITIES  PURCHASE  AGREEMENT").  Each capitalized term used herein,  and not
otherwise  defined,  shall have the meaning  ascribed  thereto in the Securities
Purchase Agreement.

         This  Warrant  is  subject  to the  following  terms,  provisions,  and
conditions:

         1. MANNER OF EXERCISE;  ISSUANCE OF  CERTIFICATES;  PAYMENT FOR SHARES.
Subject to the  provisions  hereof,  this Warrant may be exercised by the Holder
hereof,  in whole or in part, by the surrender of this Warrant,  together with a
completed  exercise  agreement  in  the  form  attached  hereto  (the  "EXERCISE
AGREEMENT"),  to the Company during normal business hours on any business day at
the Company's  principal  executive offices (or such other office of the Company
as it may  designate  by notice to the  Holder  hereof),  and upon  either:  (i)
payment to the Company in cash,  by certified or official  bank check or by wire
transfer  for the account of the Company of the  Exercise  Price for the Warrant
Shares specified in the Exercise Agreement; or (ii) delivery to the Company of a
written  notice of an election to effect a  "CASHLESS  EXERCISE"  (as defined in
Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement,
PROVIDED,  HOWEVER,  if the

                                       1
<PAGE>

Warrant  Shares  have been  registered  for resale  pursuant to Section 5 of the
Securities Purchase  Agreement,  the Holder shall exercise this Warrant pursuant
to clause (i) hereof.  The  Warrant  Shares so  purchased  shall be deemed to be
issued to the Holder  hereof or such Holder's  designee,  as the record owner of
such shares, as of the close of business on the date on which this Warrant shall
have  been  surrendered,  the  completed  Exercise  Agreement  shall  have  been
delivered,  and payment shall have been made for such shares as set forth above.
Certificates  for the Warrant  Shares so purchased,  representing  the aggregate
number of shares specified in the Exercise Agreement,  shall be delivered by the
Company to the Holder hereof within a reasonable  time, not exceeding  three (3)
business days, after this Warrant shall have been so exercised. The certificates
so delivered  shall be in such  denominations  as may be requested by the Holder
hereof and shall be  registered in the name of such Holder or such other name as
shall be  designated by such Holder.  If this Warrant shall have been  exercised
only in part,  then,  unless this Warrant has  expired,  the Company  shall,  at
Company's expense, at the time of delivery of such certificates,  deliver to the
Holder a new Warrant  representing  the number of shares  with  respect to which
this Warrant shall not then have been exercised.

                  Notwithstanding  anything in this Warrant to the contrary,  in
no event  shall the Holder of this  Warrant be  entitled to exercise a number of
Warrants (or portions  thereof) in excess of the number of Warrants (or portions
thereof)  upon  exercise  of which the sum of (i) the number of shares of Common
Stock  beneficially owned by the Holder and its affiliates (other than shares of
Common Stock which may be deemed beneficially owned through the ownership of the
unexercised  Warrants and the  unexercised or  unconverted  portion of any other
securities  of the Company  (including  the  Preferred  Stock (as defined in the
Securities  Purchase  Agreement))  subject  to a  limitation  on  conversion  or
exercise  analogous to the limitation  contained  herein) and (ii) the number of
shares of Common  Stock  issuable  upon  exercise of the  Warrants  (or portions
thereof) with respect to which the determination described herein is being made,
would result in  beneficial  ownership by the Holder and its  affiliates of more
than 9.9% of the  outstanding  shares  of  Common  Stock.  For  purposes  of the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended, and Regulation 13D-G thereunder, except as otherwise provided in clause
(i) of the  preceding  sentence.  The  Holder  of this  Warrant  may  waive  the
limitations  set forth herein by written notice of not less than sixty (60) days
to the Company.

         2. PERIOD OF EXERCISE.  This Warrant is exercisable at any time or from
time to time on or after the date on which this Warrant is issued and  delivered
pursuant to the terms of the Securities Purchase Agreement and before 5:00 p.m.,
New York City time on the  later of two (2)  years  following  the date on which
this  Warrant is issued and  delivered  pursuant to the terms of the  Securities
Purchase Agreement (the "EXERCISE PERIOD").

         3. CERTAIN AGREEMENTS OF THE COMPANY.  The Company hereby covenants and
agrees as follows:

                                       2
<PAGE>

                  (a) SHARES TO BE FULLY PAID.  All Warrant  Shares  will,  upon
issuance in accordance with the terms of this Warrant, be validly issued,  fully
paid, and nonassessable and free from all taxes, liens, and charges with respect
to the issue thereof.

                  (b)  RESERVATION OF SHARES.  During the Exercise  Period,  the
Company  shall at all times have  authorized,  and  reserved  for the purpose of
issuance upon exercise of this Warrant,  a sufficient number of shares of Common
Stock to provide for the exercise of this Warrant.

                  (c)  CERTAIN  ACTIONS  PROHIBITED.  The  Company  will not, by
amendment  of its  charter or through  any  reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed by it hereunder,  but will at all times in
good faith assist in the carrying out of all the  provisions of this Warrant and
in the taking of all such action as may reasonably be requested by the Holder of
this  Warrant in order to protect the  exercise  privilege of the Holder of this
Warrant  against  impairment,  consistent  with the  tenor and  purpose  of this
Warrant.  Without limiting the generality of the foregoing, the Company (i) will
not  increase the par value of any shares of Common  Stock  receivable  upon the
exercise of this Warrant above the Exercise Price then in effect,  and (ii) will
take all such  actions  as may be  necessary  or  appropriate  in order that the
Company may validly and  legally  issue fully paid and  nonassessable  shares of
Common Stock upon the exercise of this Warrant.

                  (d) SUCCESSORS AND ASSIGNS.  This Warrant will be binding upon
any entity succeeding to the Company by merger, consolidation, or acquisition of
all or substantially all the Company's assets.

         4.  ANTIDILUTION  PROVISIONS.  During the Exercise Period,  the Initial
Exercise  Price,  (in this  section,  the  "EXERCISE  PRICE")  and the number of
Warrant  Shares shall be subject to adjustment  from time to time as provided in
this Paragraph 4.

         In the event that any  adjustment  of the  Exercise  Price as  required
herein results in a fraction of a cent,  such Exercise Price shall be rounded up
to the nearest cent.

                  (a)  ADJUSTMENT  OF  EXERCISE  PRICE AND NUMBER OF SHARES UPON
ISSUANCE OF COMMON STOCK.  Except as otherwise  provided in Paragraphs  4(c) and
4(e) hereof,  if and whenever on or after the date of issuance of this  Warrant,
the Company  issues or sells,  or in accordance  with  Paragraph  4(b) hereof is
deemed to have issued or sold,  any shares of Common Stock for no  consideration
or for a  consideration  per share (before  deduction of reasonable  expenses or
commissions  or  underwriting  discounts or allowances in connection  therewith)
less than the Market Price (as  hereinafter  defined) on the date of issuance (a
"DILUTIVE ISSUANCE"),  then immediately upon the Dilutive Issuance, the Exercise
Price will be reduced to a price determined by multiplying the Exercise Price in
effect  immediately  prior  to the  Dilutive  Issuance  by a  fraction,  (i) the
numerator  of which is an amount equal to the sum of (x) the number of shares of
Common Stock actually  outstanding  immediately prior to the Dilutive  Issuance,
plus (y) the quotient of the

                                       3
<PAGE>

aggregate  consideration,  calculated  as set forth in  Paragraph  4(b)  hereof,
received by the Company upon such Dilutive  Issuance divided by the Market Price
in effect immediately prior to the Dilutive  Issuance,  and (ii) the denominator
of which is the total number of shares of Common Stock  Deemed  Outstanding  (as
defined below) immediately after the Dilutive Issuance.

                  (b) EFFECT ON EXERCISE PRICE OF CERTAIN  EVENTS.  For purposes
of  determining  the adjusted  Exercise Price under  Paragraph 4(a) hereof,  the
following will be applicable:

                           (i) ISSUANCE OF RIGHTS OR OPTIONS.  If the Company in
any manner  issues or grants any  warrants,  rights or  options,  whether or not
immediately  exercisable,  to subscribe for or to purchase Common Stock or other
securities  convertible  into or  exchangeable  for Common  Stock  ("CONVERTIBLE
SECURITIES")  (such  warrants,  rights and options to purchase  Common  Stock or
Convertible  Securities are hereinafter  referred to as "OPTIONS") and the price
per share for which Common  Stock is issuable  upon the exercise of such Options
is less than the Market Price on the date of issuance or grant of such  Options,
then the  maximum  total  number of shares of  Common  Stock  issuable  upon the
exercise of all such  Options  will,  as of the date of the issuance or grant of
such Options,  be deemed to be  outstanding  and to have been issued and sold by
the Company for such price per share.  For purposes of the  preceding  sentence,
the "price per share for which  Common  Stock is issuable  upon the  exercise of
such Options" is determined by dividing (i) the total amount,  if any,  received
or  receivable by the Company as  consideration  for the issuance or granting of
all such Options, plus the minimum aggregate amount of additional consideration,
if any,  payable to the Company upon the exercise of all such Options,  plus, in
the case of Convertible  Securities  issuable upon the exercise of such Options,
the  minimum  aggregate  amount of  additional  consideration  payable  upon the
conversion or exchange  thereof at the time such  Convertible  Securities  first
become  convertible or exchangeable,  by (ii) the maximum total number of shares
of Common Stock  issuable upon the exercise of all such Options  (assuming  full
conversion of Convertible Securities,  if applicable).  No further adjustment to
the  Exercise  Price will be made upon the actual  issuance of such Common Stock
upon  the  exercise  of such  Options  or upon the  conversion  or  exchange  of
Convertible Securities issuable upon exercise of such Options.

                           (ii)  ISSUANCE  OF  CONVERTIBLE  SECURITIES.  If  the
Company in any manner issues or sells any Convertible Securities, whether or not
immediately  convertible  (other  than  where  the  same are  issuable  upon the
exercise of Options)  and the price per share for which Common Stock is issuable
upon such  conversion  or exchange is less than the Market  Price on the date of
issuance,  then the maximum total number of shares of Common Stock issuable upon
the conversion or exchange of all such  Convertible  Securities  will, as of the
date of the issuance of such Convertible Securities, be deemed to be outstanding
and to have been issued and sold by the  Company  for such price per share.  For
the purposes of the  preceding  sentence,  the "price per share for which Common
Stock is issuable  upon such  conversion  or exchange" is determined by dividing
(i)  the  total  amount,  if any,  received  or  receivable  by the  Company  as
consideration for the issuance or sale of all such Convertible Securities,  plus
the minimum aggregate amount of additional consideration, if any, payable to the
Company upon the  conversion  or exchange  thereof at the time such  Convertible
Securities first become  convertible or exchangeable,  by (ii) the

                                       4
<PAGE>

maximum total number of shares of Common Stock  issuable upon the  conversion or
exchange  of all such  Convertible  Securities.  No  further  adjustment  to the
Exercise  Price will be made upon the actual  issuance of such Common Stock upon
conversion or exchange of such Convertible Securities.

                           (iii) CHANGE IN OPTION PRICE OR  CONVERSION  RATE. If
there is a change  at any time in (i) the  amount  of  additional  consideration
payable to the  Company  upon the  exercise of any  Options;  (ii) the amount of
additional consideration,  if any, payable to the Company upon the conversion or
exchange  of any  Convertible  Securities;  or  (iii)  the  rate  at  which  any
Convertible  Securities are convertible  into or  exchangeable  for Common Stock
(other  than  under or by reason  of  provisions  designed  to  protect  against
dilution),  the  Exercise  Price in  effect at the time of such  change  will be
readjusted  to the  Exercise  Price which would have been in effect at such time
had such Options or Convertible  Securities still outstanding  provided for such
changed additional consideration or changed conversion rate, as the case may be,
at the time initially granted, issued or sold.

                           (iv)  TREATMENT  OF EXPIRED  OPTIONS AND  UNEXERCISED
CONVERTIBLE  SECURITIES.  If, in any case,  the total number of shares of Common
Stock issuable upon exercise of any Option or upon conversion or exchange of any
Convertible  Securities is not, in fact,  issued and the rights to exercise such
Option or to convert or exchange such Convertible  Securities shall have expired
or  terminated,  the  Exercise  Price then in effect will be  readjusted  to the
Exercise Price which would have been in effect at the time of such expiration or
termination had such Option or Convertible Securities, to the extent outstanding
immediately  prior to such  expiration or termination  (other than in respect of
the actual  number of shares of Common Stock issued upon  exercise or conversion
thereof), never been issued.

                           (v)  CALCULATION OF  CONSIDERATION  RECEIVED.  If any
Common Stock, Options or Convertible  Securities are issued, granted or sold for
cash, the  consideration  received therefor for purposes of this Warrant will be
the amount  received by the Company  therefor,  before  deduction of  reasonable
commissions,  underwriting  discounts or allowances or other reasonable expenses
paid or incurred by the Company in connection with such issuance, grant or sale.
In case any Common Stock,  Options or Convertible  Securities are issued or sold
for a consideration part or all of which shall be other than cash, the amount of
the consideration other than cash received by the Company will be the fair value
of such consideration,  except where such consideration  consists of securities,
in which case the amount of  consideration  received by the Company  will be the
Market  Price  thereof  as of the date of  receipt.  In case any  Common  Stock,
Options or Convertible Securities are issued in connection with any acquisition,
merger or consolidation in which the Company is the surviving  corporation,  the
amount of  consideration  therefor  will be deemed to be the fair  value of such
portion of the net assets and business of the  non-surviving  corporation  as is
attributable  to such Common Stock,  Options or Convertible  Securities,  as the
case may be. The fair value of any  consideration  other than cash or securities
will be determined in good faith by the Board of Directors of the Company.

                                       5
<PAGE>

                           (vi)  EXCEPTIONS TO ADJUSTMENT OF EXERCISE  PRICE. No
adjustment  to the  Exercise  Price  will be made (i) upon the  exercise  of any
warrants,  options or convertible securities granted,  issued and outstanding on
the date of  issuance  of this  Warrant;  (ii) upon the grant or exercise of any
stock or options which may hereafter be granted or exercised  under any employee
benefit  plan,  stock  option plan or  restricted  stock plan of the Company now
existing or to be  implemented  in the future,  so long as the  issuance of such
stock or options is  approved by a majority  of the  independent  members of the
Board of Directors of the Company or a majority of the members of a committee of
independent directors  established for such purpose;  (iii) upon the exercise of
the Warrants;  or (iv) upon the grant or exercise of any shares of the Company's
Series A Convertible Preferred Stock.

                  (c) SUBDIVISION OR COMBINATION OF COMMON STOCK. If the Company
at any time subdivides (by any stock split,  stock  dividend,  recapitalization,
reorganization,  reclassification  or  otherwise)  the  shares of  Common  Stock
acquirable  hereunder into a greater number of shares,  then,  after the date of
record for effecting such subdivision,  the Exercise Price in effect immediately
prior to such subdivision will be proportionately reduced. If the Company at any
time  combines  (by  reverse  stock  split,  recapitalization,   reorganization,
reclassification  or otherwise) the shares of Common Stock acquirable  hereunder
into a smaller  number of shares,  then,  after the date of record for effecting
such  combination,  the  Exercise  Price  in  effect  immediately  prior to such
combination will be proportionately increased.

                  (d)  ADJUSTMENT IN NUMBER OF SHARES.  Upon each  adjustment of
the Exercise Price pursuant to the provisions of this Paragraph 4, the number of
shares of Common Stock  issuable upon exercise of this Warrant shall be adjusted
by multiplying a number equal to the Exercise Price in effect  immediately prior
to such  adjustment  by the  number  of shares of  Common  Stock  issuable  upon
exercise of this Warrant  immediately  prior to such adjustment and dividing the
product so obtained by the adjusted Exercise Price.

                  (e)   CONSOLIDATION,   MERGER   OR   SALE.   In  case  of  any
consolidation  of the  Company  with,  or merger of the  Company  into any other
corporation, or in case of any sale or conveyance of all or substantially all of
the assets of the  Company  other  than in  connection  with a plan of  complete
liquidation of the Company, then as a condition of such consolidation, merger or
sale or conveyance,  adequate  provision will be made whereby the Holder of this
Warrant will have the right to acquire and receive upon exercise of this Warrant
in lieu of the shares of Common Stock  immediately  theretofore  acquirable upon
the exercise of this Warrant, such shares of stock,  securities or assets as may
be issued or payable  with respect to or in exchange for the number of shares of
Common Stock immediately  theretofore acquirable and receivable upon exercise of
this  Warrant had such  consolidation,  merger or sale or  conveyance  not taken
place if all  shareholders of record of the Company's  Common Stock, as a result
of such consolidation,  merger or sale or conveyance, will exchange their shares
for securities of any other corporation. In any such case, the Company will make
appropriate  provision to insure that the  provisions of this Paragraph 4 hereof
will  thereafter  be applicable as nearly as may be in relation to any shares of
stock or securities  thereafter  deliverable  upon the exercise of this Warrant.
The  Company  will not effect

                                       6
<PAGE>

any consolidation, merger or sale or conveyance unless prior to the consummation
thereof,  the  successor  corporation  (if other  than the  Company)  assumes by
written instrument the obligations under this Paragraph 4 and the obligations to
deliver to the Holder of this Warrant such shares of stock, securities or assets
as, in accordance with the foregoing  provisions,  the Holder may be entitled to
acquire.

                  (f) DISTRIBUTION OF ASSETS.  In case the Company shall declare
or make any  distribution  of its assets  (including  cash) to holders of Common
Stock  as a  partial  liquidating  dividend,  by way of  return  of  capital  or
otherwise,  then, after the date of record for determining stockholders entitled
to such distribution,  but prior to the date of distribution, the Holder of this
Warrant  shall be entitled upon exercise of this Warrant for the purchase of any
or all of the shares of Common Stock  subject  hereto,  to receive the amount of
such assets which would have been payable to the Holder had such Holder been the
holder of such shares of Common  Stock on the record date for the  determination
of stockholders entitled to such distribution.

                  (g) NOTICE OF  ADJUSTMENT.  Upon the  occurrence  of any event
which  requires any  adjustment of the Exercise  Price,  then,  and in each such
case, the Company shall give notice thereof to the Holder of this Warrant, which
notice shall state the Exercise  Price  resulting  from such  adjustment and the
increase or decrease in the number of Warrant  Shares  purchasable at such price
upon exercise,  setting forth in reasonable detail the method of calculation and
the facts  upon which  such  calculation  is based.  Such  calculation  shall be
certified by the principal financial officer of the Company.

                  (h) MINIMUM ADJUSTMENT OF EXERCISE PRICE. No adjustment of the
Exercise  Price shall be made in an amount of less than 1% of the Exercise Price
in effect at the time such adjustment is otherwise  required to be made, but any
such lesser  adjustment  shall be carried  forward and shall be made at the time
and  together  with the next  subsequent  adjustment  which,  together  with any
adjustments  so  carried  forward,  shall  amount  to not  less  than 1% of such
Exercise Price.

                  (i) NO FRACTIONAL SHARES. No fractional shares of Common Stock
are to be issued upon the exercise of this Warrant,  but the Company shall pay a
cash  adjustment  in respect of any  fractional  share which would  otherwise be
issuable in an amount equal to the same  fraction of the Market Price of a share
of Common Stock on the date of such exercise.

                  (j) OTHER NOTICES. In case at any time:

                           (i) the Company  shall  declare any dividend upon the
Common  Stock  payable  in  shares  of  stock of any  class  or make  any  other
distribution  (including  dividends  or  distributions  payable  in cash  out of
retained earnings) to the holders of the Common Stock;

                           (ii) the  Company  shall offer for  subscription  pro
rata to the holders of the Common  Stock any  additional  shares of stock of any
class or other rights;

                                       7
<PAGE>

                           (iii) there shall be any  capital  reorganization  of
the Company, or reclassification of the Common Stock, or consolidation or merger
of the Company with or into, or sale of all or substantially  all its assets to,
another corporation or entity; or

                           (iv)  there  shall  be  a  voluntary  or  involuntary
dissolution, liquidation or winding-up of the Company;

                           then,  in each such case,  the Company  shall give to
the  Holder  of this  Warrant  (a)  notice of the date on which the books of the
Company  shall close or a record shall be taken for  determining  the holders of
Common  Stock   entitled  to  receive  any  such  dividend,   distribution,   or
subscription  rights or for  determining the holders of Common Stock entitled to
vote in respect  of any such  reorganization,  reclassification,  consolidation,
merger, sale, dissolution,  liquidation or winding-up and (b) in the case of any
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation  or  winding-up,  notice  of the  date  (or,  if not then  known,  a
reasonable approximation thereof by the Company) when the same shall take place.
Such notice  shall also  specify  the date on which the holders of Common  Stock
shall be entitled to receive such dividend, distribution, or subscription rights
or to exchange  their  Common  Stock for stock or other  securities  or property
deliverable upon such reorganization, re-classification,  consolidation, merger,
sale, dissolution,  liquidation,  or winding-up, as the case may be. Such notice
shall be given at least 30 days  prior to the  record  date or the date on which
the  Company's  books are  closed in respect  thereto.  Failure to give any such
notice or any defect  therein  shall not affect the validity of the  proceedings
referred to in clauses (i), (ii), (iii) and (iv) above.

                  (k)  CERTAIN   EVENTS.   If  any  event  occurs  of  the  type
contemplated by the adjustment  provisions of this Paragraph 4 but not expressly
provided for by such  provisions,  the Company will give notice of such event as
provided in Paragraph  4(g) hereof,  and the Company's  Board of Directors  will
make an appropriate adjustment in the Exercise Price and the number of shares of
Common Stock  acquirable upon exercise of this Warrant so that the rights of the
Holder shall be neither enhanced nor diminished by such event.

                  (l)  CERTAIN DEFINITIONS.

                           (i) "COMMON STOCK DEEMED  OUTSTANDING" shall mean the
number of shares of Common Stock actually  outstanding  (not including shares of
Common  Stock  held in the  treasury  of the  Company),  plus  (x)  pursuant  to
Paragraph  4(b)(i)  hereof,  the maximum  total number of shares of Common Stock
issuable upon the exercise of Options,  as of the date of such issuance or grant
of such  Options,  if any, and (y) pursuant to Paragraph  4(b)(ii)  hereof,  the
maximum  total  number of shares of Common Stock  issuable  upon  conversion  or
exchange  of  Convertible  Securities,  as of  the  date  of  issuance  of  such
Convertible Securities, if any.

                           (ii)  "MARKET  PRICE," as of any date,  (i) means the
average of the last  reported  sale prices for the shares of Common Stock on the
Over-the-Counter  Bulletin  Board (the

                                       8
<PAGE>

"OTC  BB") for the five (5)  Trading  Days  immediately  preceding  such date as
reported by Bloomberg, or (ii) if the OTC BB is not the principal trading market
for the shares of Common Stock,  the average of the last reported sale prices on
the  principal  trading  market for the Common  Stock  during the same period as
reported by Bloomberg,  or (iii) if market value cannot be calculated as of such
date on any of the  foregoing  bases,  the Market Price shall be the fair market
value as  reasonably  determined  in good faith by (a) the Board of Directors of
the  Company or, at the option of a  majority-in-interest  of the Holders of the
outstanding  Warrants  by (b)  an  independent  investment  bank  of  nationally
recognized  standing in the valuation of  businesses  similar to the business of
the corporation.  The manner of determining the Market Price of the Common Stock
set forth in the  foregoing  definition  shall  apply with  respect to any other
security  in respect of which a  determination  as to market  value must be made
hereunder.

                           (iii) "COMMON  STOCK," for purposes of this Paragraph
4,  includes the Common  Stock,  par value $.001 per share,  and any  additional
class  of  stock  of  the  Company  having  no  preference  as to  dividends  or
distributions on liquidation,  provided that the shares purchasable  pursuant to
this  Warrant  shall  include only shares of Common  Stock,  par value $.001 per
share, in respect of which this Warrant is exercisable, or shares resulting from
any  subdivision  or  combination  of such Common  Stock,  or in the case of any
reorganization,   reclassification,   consolidation,  merger,  or  sale  of  the
character referred to in Paragraph 4(e) hereof, the stock or other securities or
property provided for in such Paragraph.

         5. ISSUE TAX. The issuance of certificates  for Warrant Shares upon the
exercise  of this  Warrant  shall be made  without  charge to the Holder of this
Warrant or such shares for any issuance  tax or other costs in respect  thereof,
provided  that the  Company  shall not be  required  to pay any tax which may be
payable in respect of any transfer  involved in the issuance and delivery of any
certificate in a name other than the Holder of this Warrant.

         6. NO RIGHTS OR LIABILITIES  AS A  SHAREHOLDER.  This Warrant shall not
entitle the Holder  hereof to any voting rights or other rights as a shareholder
of the  Company.  No provision of this  Warrant,  in the absence of  affirmative
action by the Holder hereof to purchase Warrant Shares,  and no mere enumeration
herein of the rights or privileges of the Holder hereof,  shall give rise to any
liability  of such  Holder for the  Exercise  Price or as a  shareholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

         7. TRANSFER, EXCHANGE, AND REPLACEMENT OF WARRANT.

                  (a)  RESTRICTION  ON  TRANSFER.  This  Warrant  and the rights
granted  to the  Holder  hereof  are  transferable,  in whole  or in part,  upon
surrender of this Warrant,  together with a properly executed  assignment in the
form  attached  hereto,  at the office or agency of the  Company  referred to in
Paragraph 7(e) below,  provided,  however, that any transfer or assignment shall
be subject  to the  conditions  set forth in  Paragraph  7(f)  hereof and to the
applicable   provisions  of  the  Securities  Purchase   Agreement.   Until  due
presentment  for  registration  of  transfer  on the books of

                                       9
<PAGE>

the Company, the Company may treat the registered Holder hereof as the owner and
Holder  hereof for all  purposes,  and the Company  shall not be affected by any
notice to the contrary.

                  (b) WARRANT  EXCHANGEABLE  FOR DIFFERENT  DENOMINATIONS.  This
Warrant is  exchangeable,  upon the surrender hereof by the Holder hereof at the
office or agency of the Company  referred to in  Paragraph  7(e) below,  for new
Warrants of like tenor  representing  in the aggregate the right to purchase the
number of shares of Common Stock which may be purchased hereunder,  each of such
new Warrants to represent  the right to purchase  such number of shares as shall
be designated by the Holder hereof at the time of such surrender.

                  (c)   REPLACEMENT   OF  WARRANT.   Upon  receipt  of  evidence
reasonably  satisfactory  to the  Company of the loss,  theft,  destruction,  or
mutilation  of this  Warrant  and,  in the  case of any  such  loss,  theft,  or
destruction,  upon delivery of an indemnity agreement reasonably satisfactory in
form and amount to the  Company,  or, in the case of any such  mutilation,  upon
surrender and cancellation of this Warrant,  the Company,  at its expense,  will
execute and deliver, in lieu thereof, a new Warrant of like tenor.

                  (d) CANCELLATION;  PAYMENT OF EXPENSES.  Upon the surrender of
this Warrant in  connection  with any  transfer,  exchange,  or  replacement  as
provided in this  Paragraph  7, this Warrant  shall be promptly  canceled by the
Company.  The Company shall pay all taxes (other than securities transfer taxes)
and all other  expenses  (other  than legal  expenses,  if any,  incurred by the
holder or transferees)  and charges payable in connection with the  preparation,
execution, and delivery of Warrants pursuant to this Paragraph 7.

                  (e)  REGISTER.  The Company shall  maintain,  at its principal
executive  offices  (or such  other  office or agency of the  Company  as it may
designate by notice to the Holder hereof), a register for this Warrant, in which
the Company  shall  record the name and address of the person in whose name this
Warrant has been issued,  as well as the name and address of each transferee and
each prior owner of this Warrant.

                  (f) EXERCISE OR TRANSFER WITHOUT REGISTRATION. If, at the time
of the surrender of this Warrant in connection with any exercise,  transfer,  or
exchange of this  Warrant,  this Warrant (or, in the case of any  exercise,  the
Warrant Shares issuable hereunder), shall not be registered under the Securities
Act of 1933,  as  amended  (the  "SECURITIES  ACT") and under  applicable  state
securities or blue sky laws, the Company may require, as a condition of allowing
such exercise,  transfer, or exchange, (i) that the Holder or transferee of this
Warrant,  as the case may be,  furnish  to the  Company  a  written  opinion  of
counsel,  which opinion and counsel are acceptable to the Company, to the effect
that such exercise, transfer, or exchange may be made without registration under
said Act and under  applicable  state securities or blue sky laws, (ii) that the
Holder or transferee  execute and deliver to the Company an investment letter in
form and substance acceptable to the Company and (iii) that the transferee be an
"accredited investor" as defined in Rule 501(a) promulgated under the Securities
Act; provided that no such opinion, letter or status as an "accredited investor"
shall be required in connection  with a transfer  pursuant to

                                       10
<PAGE>

Rule 144 under the Securities  Act. The first Holder of this Warrant,  by taking
and holding the same,  represents  to the Company  that such Holder is acquiring
this Warrant for investment and not with a view to the distribution thereof.

         8. REGISTRATION RIGHTS. The initial Holder of this Warrant (and certain
assignees  thereof) is entitled  to the benefit of such  registration  rights in
respect of the  Warrant  Shares as are set forth in Section 5 of the  Securities
Purchase Agreement.

         9. NOTICES. All notices, requests, and other communications required or
permitted to be given or delivered hereunder to the Holder of this Warrant shall
be in writing, and shall be personally delivered,  or shall be sent by certified
or registered mail or by recognized overnight mail courier,  postage prepaid and
addressed,  to such Holder at the address  shown for such Holder on the books of
the  Company,  or at such  other  address as shall  have been  furnished  to the
Company  by  notice  from  such  Holder.  All  notices,   requests,   and  other
communications  required or permitted to be given or delivered  hereunder to the
Company shall be in writing, and shall be personally delivered, or shall be sent
by certified or registered mail or by recognized overnight mail courier, postage
prepaid and addressed,  to the office of the Company at 7 New England  Executive
Park, Suite 610, Burlington, MA 01803, Attention: Chief Executive Officer, or at
such other address as shall have been furnished to the Holder of this Warrant by
notice from the Company. Any such notice, request, or other communication may be
sent by facsimile, but shall in such case be subsequently confirmed by a writing
personally  delivered or sent by certified or  registered  mail or by recognized
overnight  mail  courier as provided  above.  All notices,  requests,  and other
communications  shall be  deemed to have  been  given  either at the time of the
receipt  thereof by the person entitled to receive such notice at the address of
such person for  purposes of this  Paragraph 9, or, if mailed by  registered  or
certified mail or with a recognized overnight mail courier upon deposit with the
United States Post Office or such overnight mail courier,  if postage is prepaid
and the mailing is properly addressed, as the case may be.

         10.  GOVERNING  LAW.  THIS WARRANT  SHALL BE ENFORCED,  GOVERNED BY AND
CONSTRUED IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK  APPLICABLE  TO
AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITH SUCH STATE,  WITHOUT REGARD TO
THE  PRINCIPLES  OF CONFLICT OF LAWS.  THE PARTIES  HERETO  HEREBY SUBMIT TO THE
EXCLUSIVE  JURISDICTION OF THE UNITED STATES FEDERAL COURTS LOCATED IN NEW YORK,
NEW YORK WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS WARRANT,  THE AGREEMENTS
ENTERED INTO IN CONNECTION  HEREWITH OR THE TRANSACTIONS  CONTEMPLATED HEREBY OR
THEREBY.  BOTH PARTIES IRREVOCABLY WAIVE THE DEFENSE OF AN INCONVENIENT FORUM TO
THE  MAINTENANCE  OF SUCH SUIT OR  PROCEEDING.  BOTH PARTIES  FURTHER AGREE THAT
SERVICE OF PROCESS  UPON A PARTY  MAILED BY FIRST  CLASS MAIL SHALL BE DEEMED IN
EVERY  RESPECT  EFFECTIVE  SERVICE OF PROCESS UPON THE PARTY IN ANY SUCH SUIT OR
PROCEEDING. NOTHING HEREIN SHALL AFFECT EITHER PARTY'S RIGHT TO SERVE PROCESS IN
ANY  OTHER  MANNER   PERMITTED  BY  LAW.   BOTH  PARTIES

                                       11
<PAGE>

AGREE THAT A FINAL NON-APPEALABLE  JUDGMENT IN ANY SUCH SUIT OR PROCEEDING SHALL
BE  CONCLUSIVE  AND  MAY BE  ENFORCED  IN  OTHER  JURISDICTIONS  BY SUIT ON SUCH
JUDGMENT OR IN ANY OTHER LAWFUL MANNER.  THE PARTY WHICH DOES NOT PREVAIL IN ANY
DISPUTE  ARISING  UNDER  THIS  WARRANT  SHALL  BE  RESPONSIBLE  FOR ALL FEES AND
EXPENSES,  INCLUDING  ATTORNEYS'  FEES,  INCURRED  BY THE  PREVAILING  PARTY  IN
CONNECTION WITH SUCH DISPUTE.

         11. MISCELLANEOUS.

                  (a) AMENDMENTS. This Warrant and any provision hereof may only
be amended by an  instrument  in writing  signed by the  Company  and the Holder
hereof.

                  (b)  DESCRIPTIVE  HEADINGS.  The  descriptive  headings of the
several  paragraphs of this Warrant are inserted for purposes of reference only,
and shall not  affect  the  meaning  or  construction  of any of the  provisions
hereof.

                  (c) CASHLESS EXERCISE. Subject to the limitations set forth in
Section 1 hereof, this Warrant may be exercised by presentation and surrender of
this Warrant to the Company at its  principal  executive  offices with a written
notice of the  Holder's  intention  to effect a cashless  exercise,  including a
calculation  of the  number of shares  of  Common  Stock to be issued  upon such
exercise in  accordance  with the terms hereof (a "Cashless  Exercise").  In the
event of a Cashless Exercise,  in lieu of paying the Exercise Price in cash, the
Holder  shall  surrender  this Warrant for that number of shares of Common Stock
determined  by  multiplying  the  number  of  Warrant  Shares  to which it would
otherwise  be  entitled  by a  fraction,  the  numerator  of which  shall be the
difference  between the then current  Market Price per share of the Common Stock
and the Exercise  Price,  and the denominator of which shall be the then current
Market Price per share of Common Stock.

                  (d) REMEDIES.  The Company acknowledges that a breach by it of
its  obligations  hereunder  will  cause  irreparable  harm  to the  Holder,  by
vitiating  the  intent  and  purpose  of the  transaction  contemplated  hereby.
Accordingly, the Company acknowledges that the remedy at law for a breach of its
obligations  under this Warrant will be inadequate and agrees, in the event of a
breach or  threatened  breach by the Company of the  provisions of this Warrant,
that the Holder shall be entitled,  in addition to all other available  remedies
at law or in equity,  and in addition to the penalties  assessable herein, to an
injunction or injunctions  restraining,  preventing or curing any breach of this
Warrant and to enforce  specifically the terms and provisions  thereof,  without
the necessity of showing  economic  loss and without any bond or other  security
being required.

                                       12
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer.



                                     UTIX GROUP, INC.

                                     By: _______________________________________
                                           Anthony G. Roth
                                           Chief Executive Officer and President


Dated as of July ___, 2005

                                       13
<PAGE>

                           FORM OF EXERCISE AGREEMENT

                                                        Dated: ________ __, 200_

To:      UTIX Group, Inc.


         The  undersigned,  pursuant to the  provisions  set forth in the within
Warrant,  hereby agrees to purchase  ________  shares of Common Stock covered by
such Warrant, and makes payment herewith in full therefor at the price per share
provided by such Warrant:  in cash or by certified or official bank check in the
amount of, or, by surrender  of  securities  issued by the Company  (including a
portion of the Warrant)  having a market value (in the case of a portion of this
Warrant,  determined in accordance  with Section 11(c) of the Warrant)  equal to
$_________. Please issue a certificate or certificates for such shares of Common
Stock in the name of and pay any cash for any fractional share to:


                                    Name:_______________________________

                                    Signature: _________________________________
                                    Address:____________________________________
                                            ____________________________________


                                    Note:  The above signature should correspond
                                           exactly  with the name on the face of
                                           the within Warrant, if applicable.

and,  if said  number  of shares of  Common  Stock  shall not be all the  shares
purchasable under the within Warrant,  a new Warrant is to be issued in the name
of said undersigned  covering the balance of the shares  purchasable  thereunder
less any fraction of a share paid in cash.

                                       14
<PAGE>

                               FORM OF ASSIGNMENT


         FOR  VALUE  RECEIVED,   the  undersigned  hereby  sells,  assigns,  and
transfers  all the  rights of the  undersigned  under the within  Warrant,  with
respect to the number of shares of Common Stock covered thereby set forth herein
below, to:

         Name of Assignee             Address              No of Shares
         ----------------             -------              ------------







         ,    and    hereby     irrevocably     constitutes     and     appoints
___________________________________  as agent and  attorney-in-fact  to transfer
said  Warrant on the books of the within named  corporation,  with full power of
substitution in the premises.


Dated:   ______________, 200__


In the presence of:                       ______________________________________

                                    Name: ______________________________________


                                    Signature:__________________________________
                                    Title of Signing Officer or Agent (if any):
                                            ____________________________________
                                    Address:____________________________________
                                            ____________________________________
                                            ____________________________________


                                    Note:  The above signature should correspond
                                           exactly  with the name on the face of
                                           the within Warrant, if applicable.

                                       15