CASH COLLATERAL ESCROW AGREEMENT

         CASH COLLATERAL ESCROW AGREEMENT (this  "AGREEMENT"),  dated as of July
__, 2005, by and among UTIX Group, Inc., a Delaware corporation (the "COMPANY"),
Hodgson Russ LLP (the "ESCROW  AGENT"),  and the parties who have  executed this
Agreement  as  the   Purchasers   set  forth  on  the  signature   pages  hereto
(individually, a "PURCHASER," and collectively, the "PURCHASERS").

         WHEREAS:

         A. Concurrently herewith,  and at certain times hereafter,  the Company
and Purchasers are entering into those certain  Securities  Purchase  Agreements
(the  "PURCHASE  AGREEMENTS"),  a form of which is annexed  hereto as EXHIBIT A,
pursuant to which the Company is to issue to the  Purchasers  its twelve percent
(12%) Convertible Promissory Notes in the original aggregate principal amount of
$1,350,000 (collectively, the "PROMISSORY NOTES"); and

         B.  Subsequent to the execution and delivery of this  Agreement and the
Purchase Agreements,  the Company expects to complete a best efforts offering of
certain of the Company's  Series A Convertible  Preferred  Stock (the "PREFERRED
STOCK"),  or any other of the  Company's  securities  offered  in lieu  thereof,
resulting in gross proceeds of up to $9 million (a "QUALIFIED OFFERING"); and

         C.  It is a  condition  precedent  to  the  Purchasers  purchasing  the
Promissory  Notes  that the  Company  shall  have  executed  this  Agreement  to
establish an escrow  account into which the initial  $1,552,500  received by the
Company from the Qualified  Offering will be deposited and made available to the
Purchasers for payment of the Promissory Notes.

         D. The Escrow Agent agrees to serve as escrow agent in accordance  with
the terms and conditions set forth herein.

         NOW, THEREFORE, the parties hereto agree as follows:

         1. ESTABLISHMENT OF ESCROW ACCOUNT.  Concurrently with the execution of
this  Agreement,  the Company  shall  establish a  non-interest  bearing  escrow
account with the Escrow  Agent,  which escrow  account  shall be entitled  "UTIX
Group, Inc. Cash Collateral Account" (the "ESCROW ACCOUNT").

         2. IRREVOCABLE  INSTRUCTIONS.  Prior to the completion of the Qualified
Offering the Company shall execute irrevocable  instructions to the underwriter,
if applicable,  directing the  underwriter to deliver,  from the proceeds of the
Qualified Offering,  the Cash Collateral (as that term is defined herein) to the
Escrow Agent.

         3. DEPOSIT OF FUNDS.  Each time the Company receives  proceeds from the
Qualified  Offering,  the Company  shall deliver to the Purchaser and the Escrow
Agent a certificate setting forth the date when it received such proceeds, which
certificate  shall be attached  as EXHIBIT B (each date it  receives  proceeds a
"SALE DATE").  The Company agrees that they shall,  by noon of the next business

<PAGE>

day after each Sale Date,  deliver to the Escrow Agent for deposit in the Escrow
Account  $1.15  for  each  $1.00 of then  outstanding  principal  amount  of the
Promissory Notes, to the extent such Promissory Notes have not been converted by
the holders thereof,  upon funding of the Escrow Account (the "CASH COLLATERAL")
from the proceeds received from the Qualified Offering.

         4.  ESCROW  PERIOD.  This  Escrow  Agreement  shall begin upon the date
hereof and shall  terminate  (the  "TERMINATION  DATE") on the  earlier  of: (i)
receipt by the Escrow Agent of a notice, executed by the Company and each of the
Purchasers that the Purchase Agreement has been terminated; (ii) payment in full
of the Promissory Notes by the Company;  (iii) disbursement to the Purchasers of
all of the  Cash  Collateral  as set  forth  in  Section  5  below;  or (iv) the
conversion of the full amount of the  Promissory  Notes by the  Purchasers  into
shares of Common Stock (as defined in the  Promissory  Note) of the Company.  In
the event of  termination  under  clauses  (ii),  (iii) or (iv) the  Company and
Purchasers shall provide written notice of termination to the Escrow Agent.

         5. DISBURSEMENT FROM THE ESCROW ACCOUNT.

         (a) At any time, and from time to time prior to the Termination Date, a
Purchaser may deliver to the Escrow Agent written notice (a "NOTICE OF PAYMENT,"
to be in the form annexed as EXHIBIT C) that it has elected to have,  all or any
portion  of, its  Promissory  Note repaid  from the Cash  Collateral  in lieu of
converting the Promissory  Note into shares of the Company's  Common Stock (such
Purchaser,  a "NOTIFYING  PURCHASER").  If the Purchaser shall elect to have the
entire unpaid amount of the Promissory Note repaid, the original Promissory Note
shall accompany such Notice of Payment. The Notice of Payment shall be delivered
by the Notifying  Purchaser to the Escrow Agent by 5:00 p.m. New York time.  The
Escrow  Agent  shall send the Notice of Payment to the Company by the end of the
next business day  accompanied by the original  Promissory  Note, if applicable.
The Notice of Payment  shall  specify  the dollar  amount to be  released by the
Escrow Agent. The Company shall have two (2) business days from the transmission
of the Notice of Payment by the Escrow  Agent to object in writing to the dollar
amount to be released (a "NOTICE OF OBJECTION").  A Notice of Objection shall be
delivered  to the  Escrow  Agent and the  Notifying  Purchaser.  Any  undisputed
amounts shall be released by the Escrow Agent to the Notifying Purchaser. If the
Company fails to provide the Escrow Agent and Notifying  Purchaser with a Notice
of Objection  within such time,  then the Company shall be deemed to have waived
any objections and directed Escrow Agent to release the amount  requested in the
Notice of Payment to the Notifying  Purchaser.  The Company's sole basis for any
objection  hereunder  shall be prior payment to the  Notifying  Purchaser by the
Company of the full amount due under the Promissory Note or prior  conversion in
full by the Notifying Purchaser of its Promissory Note. In the event of a Notice
of  Objection,  the  Company  and the  Notifying  Purchaser  shall  have two (2)
business  days to agree on a  dollar  amount  to be  released  to the  Notifying
Purchaser and provide  written notice of such agreement to the Escrow Agent.  In
the event that the Company and the Notifying  Purchaser cannot agree on a dollar
amount to be released  within such time, then the Company shall commence a legal
action in the appropriate  state or federal court in the State and County of New
York,  within five (5) business days of the transmittal of the Notice of Payment
by the Escrow Agent to the Company.  If the Company does not commence such legal
action  within five (5)  business  days (a "COMPANY  ACTION"),  the Escrow Agent
shall release the dollar amount stated in the Notice of Payment to the Notifying
Purchaser and the Company's  objection shall be deemed withdrawn and waived with
prejudice. If the Escrow Agent

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<PAGE>

does not receive a Notice of  Objection  within the time period set forth above,
the Escrow Agent shall deliver payment of the amount  requested in the Notice of
Payment  to the  Notifying  Purchaser  no later  than  the  third  Business  Day
following the transmittal to the Company of the Notice of Payment.

         (b) If a timely Company Action is commenced  pursuant to paragraph 5(a)
of this Section, then and only then, the Escrow Agent shall continue to hold the
amount requested in a Notice of Payment to which the Company Action relates (the
"DISPUTED AMOUNT") until such time as the Escrow Agent shall receive (i) written
instructions  jointly  executed  by the  Notifying  Purchaser  and  the  Company
directing  the release of all or any portion of the Disputed  Amount,  or (ii) a
certified  copy  of a  judgment,  order  or  decree  of  a  court  of  competent
jurisdiction  directing  the Escrow  Agent to release  all or any portion of the
Disputed  Amount  requested  in the Notice of Payment to any party  hereto or as
such judgment, order or decree shall otherwise specify (including any such order
directing the Escrow Agent to deposit all or any portion of the Disputed  Amount
into the court  rendering  such  order,  pending  determination  of any  dispute
between any of the parties). In addition,  the Escrow Agent shall have the right
to deposit the Disputed  Amount with a court of competent  jurisdiction  without
liability to any party if said dispute is not resolved  within  thirty (30) days
of receipt of any such notice of a Company Action.

         (c) At any time, and from time to time prior to the  Termination  Date,
the  Company  may  deliver  to the  Escrow  Agent  written  notice (a "NOTICE OF
CONVERSION,"  to be in the form  annexed as EXHIBIT  D) that the  Purchaser  has
elected to convert all or any portion of its Promissory  Note into shares of the
Company's  Common  Stock in lieu of having the  Promissory  Note repaid from the
Cash  Collateral  (such  Purchaser,  a  "CONVERTING  PURCHASER").  A copy of the
conversion  notice  delivered to the Company by the Purchaser  shall be included
with the  Notice of  Conversion.  The  Escrow  Agent  shall  send the  Notice of
Conversion to the Converting  Purchaser by the end of the next business day. The
Notice of  Conversion  shall  specify  the dollar  amount to be  released by the
Escrow Agent. The Converting Purchaser shall have two (2) business days from the
transmission  of the  Notice  of  Conversion  by the  Escrow  Agent to object in
writing to the dollar amount to be released (a "NOTICE OF OBJECTION").  A Notice
of Objection  shall be  delivered  to the Escrow  Agent and the Company.  If the
Converting  Purchaser  fails to provide the Escrow  Agent and the Company with a
Notice of Objection  within such time,  then the Converting  Purchaser  shall be
deemed to have waived any  objections  and directed  Escrow Agent to release the
amount  requested in the Notice of Conversion to the Company.  In the event of a
Notice of Conversion,  the Company and the Converting  Purchaser  shall have two
(2) business  days to agree on a dollar amount to be released to the Company and
provide  written notice of such agreement to the Escrow Agent. In the event that
the Company and the Converting  Purchaser  cannot agree on a dollar amount to be
released within such time, then the Converting  Purchaser shall commence a legal
action in the appropriate  state or federal court in the State and County of New
York,  within  five  (5)  business  days of the  transmittal  of the  Notice  of
Conversion by the Escrow Agent to the  Converting  Purchaser.  If the Converting
Purchaser  does not commence  such legal action within five (5) business days (a
"PURCHASER ACTION"),  the Escrow Agent shall release the dollar amount stated in
the Notice of Conversion to the Company and the Converting Purchaser's objection
shall be deemed  withdrawn  and  waived  with  prejudice.  In the event that the
Escrow Agent receives a Notice of Conversion (and does not receive any Notice of
Objection  from the Converting  Purchaser),  by no later than the third Business
Day, the Escrow Agent shall reduce the Cash Collateral by the amount obtained by
multiplying  the principal  amount of the

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<PAGE>

Promissory Note being converted by the Converting  Purchaser by $1.15. By way of
example,  should  a  Converting  Purchaser  elect  to  convert  $100,000  of the
principal  amount  of the  Promissory  Note,  upon  delivery  of the  Notice  of
Conversion to the Escrow Agent, the Cash Collateral shall be reduced by $115,000
and such amount shall be delivered to the Company by the Escrow Agent.

         6. DUTIES AND OBLIGATIONS OF THE ESCROW AGENT.

         (a) The parties  hereto  agree that the duties and  obligations  of the
Escrow Agent are only such as are herein specifically provided and no other. The
Escrow Agent's duties are as a depositary only, and the Escrow Agent shall incur
no liability whatsoever,  except as a direct result of its willful misconduct or
gross negligence.

         (b) The Escrow Agent may consult with counsel of its choice,  and shall
not be liable for any action taken, suffered or omitted by it in accordance with
the advice of such counsel.

         (c) The Escrow  Agent shall not be bound in any way by the terms of any
other  agreement to which the  Purchasers,  the Company or the  underwriter  (if
applicable) are parties, whether or not it has knowledge thereof, and the Escrow
Agent  shall not in any way be required  to  determine  whether or not any other
agreement has been complied with by the Purchasers, the Company, any underwriter
or any  other  party  thereto.  The  Escrow  Agent  shall  not be  bound  by any
modification,  amendment, termination,  cancellation, rescission or supersession
of this Agreement  unless the same shall be in writing and signed jointly by the
Purchaser,  the  Company  and any  underwriter,  and agreed to in writing by the
Escrow Agent.

         (d) If the Escrow  Agent shall be  uncertain as to its duties or rights
hereunder  or shall  receive  instructions,  claims  or  demands  which,  in its
opinion, are in conflict with any of the provisions of this Agreement,  it shall
be  entitled to refrain  from  taking any action,  other than to keep safely all
property  held in escrow or to take certain  action,  until it shall  jointly be
directed otherwise in writing by the Purchasers, the Company and any underwriter
or by a final judgment of a court of competent jurisdiction.

         (e) The Escrow  Agent  shall be fully  protected  in  relying  upon any
written  notice,  demand,  certificate  or  document  which it,  in good  faith,
believes  to be  genuine.  The Escrow  Agent  shall not be  responsible  for the
sufficiency  or accuracy of the form,  execution,  validity  or  genuineness  of
documents now or hereafter deposited  hereunder,  or of any endorsement thereon,
or for any lack of endorsement  thereon,  or for any  description  therein;  nor
shall the Escrow Agent be responsible or liable in any respect on account of the
identity,  authority  or  rights  of the  persons  executing  or  delivering  or
purporting to execute or deliver any such document, security or endorsement.

         (f)  The  Escrow  Agent  shall  not  be  required  to  institute  legal
proceedings  of any  kind  and  shall  not  be  required  to  defend  any  legal
proceedings  which  may be  instituted  against  it or in  respect  of the  Cash
Collateral.

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<PAGE>

         (g) If the Escrow Agent at any time, in its sole  discretion,  deems it
necessary or advisable to relinquish  custody of the Cash Collateral,  it may do
so by delivering  the same to any other escrow agent  mutually  agreeable to the
Purchasers,  the Company and any underwriter,  and if no such escrow agent shall
be  selected  within  three  days  of the  Escrow  Agent's  notification  to the
Purchasers,  the  Company  and any  underwriter  of its desire to so  relinquish
custody of the Cash  Collateral,  then the Escrow Agent may do so by  delivering
the Cash Collateral to the clerk or other proper officer of a court of competent
jurisdiction  as may be permitted by law. The fee of any court  officer shall be
borne by the Company.  Upon such delivery,  the Escrow Agent shall be discharged
from any and all responsibility or liability with respect to the Cash Collateral
and this  Agreement and the Company  shall  promptly pay to the Escrow Agent all
monies  which  may be owed it for its  services  hereunder,  including,  but not
limited to,  reimbursement of its  out-of-pocket  expenses pursuant to Section 7
below.

         (h) Upon the performance of this  Agreement,  the Escrow Agent shall be
deemed released and discharged of any further obligations hereunder.

         7.  FEES  AND   EXPENSES.   The  Company   shall  pay  all   reasonable
out-of-pocket   expenses   paid  or  incurred   by  the  Escrow   Agent  in  the
administration of its duties hereunder,  including, but not limited to, postage,
all outside  counsel to the Escrow Agent and  advisors' and agents' fees and all
taxes or other  governmental  charges,  if any. The Company shall be responsible
for all of the fees or expenses due to the Escrow Agent pursuant to this Section
7 and the Company  shall not pay these  amounts from the funds  contained in the
Escrow Account.

         8. INDEMNIFICATION.

         (a) The Company  hereby  indemnifies  and holds free and  harmless  the
Escrow  Agent  from  any and  all  losses,  expenses,  liabilities  and  damages
(including  but not limited to reasonable  attorney's  fees, and amounts paid in
settlement)  resulting  from claims  asserted by the  Purchasers  against Escrow
Agent  with  respect  to  the  performance  of any of  the  provisions  of  this
Agreement, provided that the Escrow Agent shall not be entitled to any indemnity
for any losses,  damages,  taxes,  liabilities or expenses that directly  result
from its willful misconduct or gross negligence.

         (b) In the  event of any  legal  action  between  the  parties  to this
Agreement to enforce any of its terms,  the legal fees of the  prevailing  party
shall be paid by the party(ies) who did not prevail.

         9. MISCELLANEOUS.

         (a) All Notices of Payment,  Notices of Objection,  notices,  requests,
demands  and  other  communications  hereunder  shall  be in  writing,  sent  by
telecopier, upon proof of sending thereof to the following addresses:

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<PAGE>

                                    (i)     If to the Company:
                                            UTIX Group, Inc.
                                            7 New England Executive Park
                                            Suite 610
                                            Burlington, MA 01803

                                            With copies to:

                                            Hodgson Russ LLP
                                            60 East 42nd St., 37th Floor
                                            New York, NY 10165


                                    (ii)    If to the Purchasers:

                                    At the addresses set forth on SCHEDULE A.


                                    (iii) If to the Escrow Agent:

                                            Hodgson Russ LLP
                                            60 East 42nd St., 37th Floor
                                            New York, NY 10165

or at such other  address as any of the parties to this  Agreement may hereafter
designate in the manner set forth above to the others.

         (b) This Agreement  shall be construed and enforced in accordance  with
the law of the  State of New  York  applicable  to  contracts  entered  into and
performed entirely within New York.

         (c) This Agreement may be executed in two or more counterparts,  all of
which when taken  together  shall be considered  one and the same  agreement and
shall  become  effective  when  counterparts  have been signed by each party and
delivered to the other  party,  it being  understood  that both parties need not
sign the same  counterpart.  In the event that any  signature  is  delivered  by
facsimile  transmission,  such  signature  shall  create  a  valid  and  binding
obligation  of the  party  executing  (or on  whose  behalf  such  signature  is
executed) the same with the same force and effect as if such facsimile signature
page were an original thereof.

         (d) This  Agreement  shall be binding  upon and inure to the benefit of
the parties and their  successors  and permitted  assigns.  The  assignment by a
party of this Agreement or any rights hereunder shall not affect the obligations
of such party under this Agreement.




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<PAGE>

COUNTERPART  SIGNATURE PAGE TO CASH COLLATERAL ESCROW AGREEMENT,  DATED JULY __,
2005

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed the day and year first above written.


                               THE COMPANY:

                               UTIX GROUP, INC.


                               By:__________________________________
                                    Name: Anthony G. Roth
                                    Title: Chief Executive Officer and President



                               PURCHASER:


                               By:__________________________________



                               ESCROW AGENT:

                               HODGSON RUSS LLP


                               By:__________________________________
                               Name:

                                       7
<PAGE>

                                    EXHIBIT B

                              NOTICE OF RECEIPT OF
                      PROCEEDS FROM THE QUALIFIED OFFERING



To:      __________________________________
         __________________________________
         __________________________________


         UTIX  Group,  Inc.,  a  Delaware  corporation  (the  "Company")  hereby
notifies   ___________   (the   "Purchaser")   that  the  Company  has  received
$____________  from the sale of Preferred  Stock in a Qualified  Offering.  Such
sale was completed on ___________, 200__ (the "Sale Date").

         This Notice of Receipt of Proceeds  shall further  notify the Purchaser
that no later than noon of the business day following the Sale Date, the Company
delivered $__________ (the "Cash Collateral") from the proceeds of the Qualified
Offering  to Hodgson  Russ LLP as the Cash  Collateral  Escrow  Agent.  The Cash
Collateral  was delivered to the Cash  Collateral  Escrow  Account in accordance
with the Cash  Collateral  Escrow  Agreement  dated July ____,  2005. The amount
delivered to the Cash  Collateral  Escrow Agent was  determined  by  multiplying
$1.15  for  each  $1.00  in  principal  amount  of  the  Promissory  Notes  (the
"Promissory Notes") executed in favor of the Purchaser.

         As of the  Sale  Date,  as set  forth  in the  Cash  Collateral  Escrow
Agreement,  the Purchaser may elect to have his Promissory Notes repaid from the
Cash  Collateral in lieu of converting his Promissory Note into shares of common
stock, $0.001 par value of the Company.



                                                     ___________________________
                                                     Anthony G. Roth
                                                     CEO and President


Burlington, Massachusetts
____________, 2005

                                       8
<PAGE>

                                    EXHIBIT C

                                NOTICE OF PAYMENT

                    (To be executed by the Registered Holder
                    in order to redeem the Promissory Notes)

         The undersigned hereby irrevocably elects to receive $__________ of the
unpaid amount of the Promissory Note payable in cash from the Cash Collateral in
the Cash Collateral  Escrow Account as set forth in the Cash  Collateral  Escrow
Agreement dated July ___, 2005. The undersigned is electing to have such portion
of the unpaid amount of the Promissory  Note repaid from the Cash  Collateral in
lieu of  converting  the  Promissory  Note into shares of the  Company's  common
stock,  par  value  $0.001  per  share,  in  accordance  with  the  terms of the
Promissory  Note.  No fee will be charged to the  Holder for any  payments  made
hereunder.  A copy of the  Promissory  Note is attached  hereto (or  evidence of
loss, theft or destruction  thereof). If the undersigned shall elect to have the
entire  unpaid  amount of the  Promissory  Note paid  pursuant to this Notice of
Payment, the original Promissory Note shall accompany such Notice of Payment. If
the  undersigned  shall elect to only have a portion of the unpaid amount of the
Promissory Note paid pursuant to this Notice of Payment, the original Promissory
Note shall not accompany such Notice of Payment.

         The undersigned  hereby requests that the Escrow Agent release a dollar
amount  equal  to  $_____________  to the  undersigned  either  by check or wire
transfer as specified immediately below or, if additional space is necessary, on
an attachment hereto:

IF BY CHECK, TO THE FOLLOWING ADDRESS:

         Name:   _____________________________________________
                 _____________________________________________
         Address:_____________________________________________
                 _____________________________________________

IF  BY  WIRE   TRANSFER,   IN  ACCORDANCE   WITH  THE  FOLLOWING  WIRE  TRANSFER
INSTRUCTIONS:

                 _____________________________________________
                 _____________________________________________
                 _____________________________________________
                 _____________________________________________

Date of Payment: _____________________________________________
Payment Amount:  _____________________________________________
Signature:       _____________________________________________
Name:            _____________________________________________
Address:         _____________________________________________
                 _____________________________________________
                 _____________________________________________

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<PAGE>

                                    EXHIBIT D

                              NOTICE OF CONVERSION

                         (To be executed by the Company
                     in order to reduce the Cash Collateral)

         _____________________,  a Purchaser of the Promissory  Notes has hereby
elected to convert  $__________ of the unpaid amount of the Promissory Note into
shares of the  Company's  common  stock,  par value  $0.001 per share in lieu of
receiving  payment in cash from the Cash  Collateral.  Therefore,  in accordance
with the Cash  Collateral  Escrow  Account  as set forth in the Cash  Collateral
Escrow  Agreement dated July ___, 2005, the amount of the Cash Collateral in the
Cash Collateral Escrow Account shall be reduced by $_____________________.

         The undersigned  hereby requests that the Escrow Agent release a dollar
amount equal to  $_____________  to the Company either by check or wire transfer
as specified  immediately  below or, if  additional  space is  necessary,  on an
attachment hereto:

IF BY CHECK, TO THE FOLLOWING ADDRESS:

         Name:   Utix Group, Inc.
                 ---------------------------------------------
         Address:_____________________________________________
                 _____________________________________________
                 _____________________________________________

IF  BY  WIRE   TRANSFER,   IN  ACCORDANCE   WITH  THE  FOLLOWING  WIRE  TRANSFER
INSTRUCTIONS:

                 _____________________________________________
                 _____________________________________________
                 _____________________________________________
                 _____________________________________________

Date of Payment: _____________________________________________
Payment Amount:  _____________________________________________
Signature:       _____________________________________________
Name:            _____________________________________________
Address:         _____________________________________________
                 _____________________________________________
                 _____________________________________________

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