EXHIBIT 4.19

THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  WITH THE  SECURITIES  AND EXCHANGE
COMMISSION  OR THE  SECURITIES  COMMISSION  OF ANY  STATE  IN  RELIANCE  UPON AN
EXEMPTION  FROM  REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), AND, ACCORDINGLY,  MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO
AN  AVAILABLE   EXEMPTION  FROM,  OR  IN  A  TRANSACTION  NOT  SUBJECT  TO,  THE
REGISTRATION   REQUIREMENTS  OF  THE  SECURITIES  ACT  AND  IN  ACCORDANCE  WITH
APPLICABLE  STATE  SECURITIES  LAWS.   NOTWITHSTANDING   THE  FOREGOING,   THESE
SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN OR FINANCING ARRANGEMENT SECURED BY SUCH SECURITIES.

                                UTIX GROUP, INC.
                               5% Promissory Note

No.__________                                      Issue Date: February 10, 2005

      UTIX GROUP,  INC., a Delaware  corporation  ("UTIX"),  for value received,
hereby  promises to pay to John  Winfield,  with an address at 820 Moraga Drive,
Los  Angeles,  California  90049  or  registered  assigns  (the  "HOLDER"),  the
principal amount of Five Hundred Thousand Dollars ($500,000) and, subject to the
terms and conditions  hereof,  to pay interest on the unpaid  principal  balance
hereof at the rate  (calculated  on the basis of a 360-day  year  consisting  of
twelve  30-day  months) of 5% per annum from the date hereof  until the Maturity
Date (as  defined  below),  all as  hereafter  provided.  In no event  shall any
interest to be paid  hereunder  exceed the maximum rate permitted by law. In any
such event,  this Note shall  automatically be deemed amended to permit interest
charges at an amount equal to, but no greater than,  the maximum rate  permitted
by law.

1.    OFFERING; CONVERSION; SECURITY.

      (a) This  Note  was  issued  by UTIX in an  offering  of up to  $1,000,000
principal amount of 5% Promissory Notes (collectively,  the "NOTES") pursuant to
the Securities Purchase Agreement,  dated as of February 10, 2005 (the "PURCHASE
AGREEMENT"), among UTIX, Intergroup Corporation and the other "Purchasers" named
therein.  Capitalized  terms  used and not  otherwise  defined  herein  have the
meanings as defined in the Purchase Agreement.

2.    PAYMENTS.

      (a)  INTEREST.  Interest  shall accrue on this Note, at the rate of 5% per
annum based on a 360 day calendar  year,  calculated  from the Issue Date to the
Maturity Date (as defined below), and shall be payable on the Maturity Date.

      (b) PRINCIPAL AND MATURITY DATE.  Unless  converted into Common Stock,  as
hereinafter  provided,  the  principal  amount  of this Note  together  with all
interest accrued hereon,

<PAGE>

shall be due and payable in full on February 9, 2008 (the "MATURITY  DATE").  If
pursuant to the  foregoing,  the Maturity Date would fall on a day that is not a
Business Day (as defined below),  the Maturity Date shall be the next succeeding
Business Day. "BUSINESS DAY" means any day which is not a Saturday or Sunday and
is not a day on which banking institutions are generally authorized or obligated
to close in the City of New York, New York.

      (c)  PAYMENTS.  Payments of  principal  and interest on this Note shall be
made by check sent to the Holder.  All payments will be delivered to the address
set forth  therefor on the note register  described  below,  and will be in such
coin or currency of the United States of America as at the time of payment shall
be legal tender for the payment of public and private debts.

      (d) PREPAYMENT. UTIX shall not have the right to prepay all or any part of
this Note prior to the Maturity Date.

      (e) WAIVER OF DEFENSES.  The obligations to make the payments provided for
in this Note are  absolute  and  unconditional  and not subject to any  defense,
set-off,  counterclaim,  rescission,  recoupment or adjustment whatsoever.  UTIX
hereby  expressly   waives  demand  and  presentment  for  payment,   notice  of
non-payment,  notice of dishonor,  protest, notice of protest,  bringing of suit
and diligence in taking any action to collect any amount  called for  hereunder,
and shall be directly and primarily liable for the payment of all sums owing and
to be owing  hereon,  regardless  of and without any notice,  diligence,  act or
omission with respect to the collection of any amount called for hereunder.

3.    CONVERSION.

      (a) After the Issue Date, the Holder shall have the right (the "CONVERSION
RIGHT"),  on the terms set forth in this  Section  3, to convert  the  principal
amount of this Note and the  accrued  but unpaid  interest  thereon  into Common
Stock on the terms and conditions hereinafter set forth.

      (b) Holder may exercise such  Conversion  Right by delivery to the Company
of a written notice of conversion not less than three (3) Business Days prior to
the date upon  which  such  conversion  shall  occur.  The date upon  which such
conversion shall occur is the conversion date ("CONVERSION DATE").

      (c) Notwithstanding anything contained herein to the contrary, pursuant to
the terms of this Note,  the Holder  shall not be entitled to convert  this Note
into that  number of shares of Common  Stock which would be in excess of the sum
(i) the number of shares of Common  Stock  actually  owned by the Holder and his
affiliates  and (ii) the  number of shares of  Common  Stock  issuable  upon the
conversion of this Note held by such Holder and his  affiliates  with respect to
which the  determination  of this  proviso is being made which  would  result in
beneficial  ownership by the Holder and his affiliates of more than 9.99% of the
outstanding  shares of Common  Stock of the  Company.  For the  purposes  of the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance  with  Section  13(d)  of  the  Exchange  Act  and  Regulation  13d-3
thereunder.


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<PAGE>

      (d) In the event that the Holder  elects to convert  all or any portion of
this Note into  Common  Stock,  the  Holder  shall give  written  notice of such
election  by  delivering  to the  Company an executed  and  completed  notice of
conversion (the "NOTICE OF CONVERSION"), such Notice of Conversion shall provide
a breakdown in reasonable detail of the Principal  Amount,  accrued interest and
fees being  converted.  On each Conversion Date (as hereinafter  defined) and in
accordance with the Notice of Conversion,  the Holder shall make the appropriate
reduction to the Principal  Amount,  accrued interest and fees as entered in his
records and shall provide  written  notice thereof to the Company within two (2)
Business  Days  after  the  Conversion  Date.  Each  date on which a  Notice  of
Conversion  is delivered or  telecopied  to the Company in  accordance  with the
provisions  hereof  shall be deemed,  for all  purposes of this Note,  to be the
Conversion Date. Pursuant to the terms of the Notice of Conversion,  the Company
will  issue  instructions  to the  transfer  agent  (together  with  such  other
documents as the transfer agent may request) within two (2) Business Days of the
date of the delivery to Company of the Notice of  Conversion.  The Company shall
use its best  efforts to cause its transfer  agent to transmit the  certificates
representing  the Common Stock issuable upon full or partial  conversion of this
Note to any  address  or  depositary  directed  by the  Holder  within  five (5)
Business Days after receipt by the Company of the Notice of Conversion.

      (e) The number of shares of Common Stock to be issued upon any  conversion
of this Note (the  "CONVERSION  SHARES")  shall be  determined  by dividing that
portion of the  principal,  interest and fees to be converted,  if any, by forty
cents ($0.40) (the "CONVERSION PRICE").

      (f) The Conversion Price and number and kind of shares or other securities
to be issued upon conversion is subject to adjustment from time to time upon the
occurrence of certain events, as follows:

            (i)  RECLASSIFICATION,  ETC. If the  Company at any time  shall,  by
reclassification  or  otherwise,  change  the  Common  Stock  into the same or a
different number of securities of any class or classes,  the Principal Amount of
this Note, and any accrued interest thereon and fees incurred  hereunder,  shall
thereafter  be deemed to evidence  the right to  purchase an adjusted  number of
such securities and kind of securities as would have been issuable as the result
of such  change  with  respect to the  Common  Stock  immediately  prior to such
reclassification or other change.

            (ii) STOCK  SPLITS,  COMBINATIONS  AND  DIVIDENDS.  If the shares of
Common Stock  outstanding  at any time after the date hereof are  subdivided  or
combined  into a greater or smaller  number of shares of Common  Stock,  or if a
dividend is paid on the Common Stock in shares of Common Stock,  the  Conversion
Price or the  Conversion  Shares  to be  issued,  as the  case may be,  shall be
proportionately  reduced in case of  subdivision  of shares or stock dividend or
proportionately  increased in the case of  combination  of shares,  in each such
case by the ratio which the total number of shares of Common  Stock  outstanding
immediately after such event bears to the total number of shares of Common Stock
outstanding immediately prior to such event.

      4. EVENTS OF DEFAULT.  The occurrence of any of the following events shall
constitute an event of default (an "EVENT OF DEFAULT"):


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<PAGE>

      (a) A default in the payment of the principal of or interest on this Note,
when and as the same shall become due and payable,  which default shall continue
for a period of three  Business Days after the date fixed for the making of such
payment.

      (b) A failure to perform or observe any  material  covenant  or  agreement
contained in the Purchase  Agreement or this Note within 10 Business  Days after
the giving of notice by the Holder of such failure.

      (c)  The  entry  of a  decree  or  order  by a court  having  jurisdiction
adjudging  UTIX  bankrupt  or  insolvent,   or  approving  a  petition   seeking
reorganization,  arrangement,  adjustment,  or  composition  of or in respect of
UTIX,  under federal  bankruptcy  law, as now or hereafter  constituted,  or any
other applicable  federal or state bankruptcy,  insolvency or other similar law,
and the  continuance  of any such decree or order  unstayed  and in effect for a
period of 60 consecutive  days; or the  commencement by UTIX of a voluntary case
under  federal  bankruptcy  law, as now or hereafter  constituted,  or any other
applicable federal or state bankruptcy,  insolvency or other similar law, or the
consent by it to the institution of bankruptcy or insolvency proceedings against
it,  or  the  filing  by  it  of  a  petition  or  answer  or  consent   seeking
reorganization  or relief under federal  bankruptcy law or any other  applicable
federal or state law, or the consent by it to the filing of such  petition or to
the appointment of a receiver,  liquidator,  assignee, trustee, sequestration or
similar  official of UTIX or of any  substantial  part of its  property,  or the
making by it of an assignment for the benefit of creditors,  or the admission by
it in writing of its inability to pay its debts generally as they become due, or
the taking of corporate action by UTIX in furtherance of any such action.

      5. REMEDIES UPON DEFAULT.

      (a)  Upon the  occurrence,  and  during  the  continuance,  of an Event of
Default  specified  in Section  4(a) or (b), the Holder of this Note may declare
all or any part of the unpaid  principal  amount of this Note,  and all interest
accrued  and  unpaid  thereon,  to  be  immediately  due  and  payable,  without
presentment,  demand, protest or other formalities of any kind, all of which are
hereby expressly waived by UTIX.

      (b) Upon the occurrence of an Event of Default  specified in Section 4(c),
all of the principal  amount then  outstanding of, and all interest  accrued and
unpaid on, the Notes  shall  automatically  become  immediately  due and payable
without  presentment,  demand,  protest or other formalities of any kind, all of
which are hereby expressly waived by UTIX.

      (c) The Holder may institute  such actions or proceedings in law or equity
as he shall deem  expedient  for the  protection of his rights and may prosecute
and enforce his claims against all assets of UTIX.

      6. REGISTRATION AND TRANSFER.

      (a) UTIX shall  maintain  books for the  registration  and transfer of the
Notes.

      (b) Prior to due  presentment  for  registration of transfer of this Note,
UTIX may deem and treat the  registered  Holder as the absolute  owner  thereof.
UTIX shall be entitled to treat the


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<PAGE>

registered  holder of any Note on the note register as the owner in fact thereof
for all  purposes  and shall not be bound to  recognize  any  equitable or other
claim to or interest in such Note on the part of any other person, and shall not
be liable for any  registration or transfer of the Notes which are registered or
to be registered in the name of a fiduciary or the nominee of a fiduciary unless
made with the actual  knowledge  that a  fiduciary  or nominee is  committing  a
breach  of  trust in  requesting  such  registration  or  transfer,  or with the
knowledge of such facts that its participation  therein amounts to bad faith. In
all cases of transfer by an  attorney,  executor,  administrator,  guardian,  or
other legal representative,  duly authenticated evidence of his or its authority
shall be produced.

      (c) This Note has not been registered under the Securities Act of 1933, as
amended (the "Securities  Act"). The Holders are entitled to the benefits of the
Purchase Agreement, which provides, among other things, for certain registration
rights and  certain  restrictions  on the  disposition  of the  Notes,  and each
Holder,  by acceptance of a Note,  accepts the restrictions and other provisions
of the Purchase  Agreement.  Without limiting the foregoing,  no Holder may make
any disposition of this Note unless:

            (i) each  transferee  is an  accredited  investor,  as such  term is
      defined in  Regulation D  promulgated  under the  Securities  Act, and has
      delivered  certification thereof to UTIX, reasonably satisfactory to UTIX;
      and

            (ii) (A) each  transferee  has  agreed in writing to be bound by the
      terms of this Note and the Purchase  Agreement,  (B) the Holder shall have
      notified UTIX of the proposed  disposition  and shall have  furnished UTIX
      with a detailed  statement of the  circumstances  surrounding the proposed
      disposition,  and (C) the Holder shall have furnished UTIX with an opinion
      of counsel (with the costs of obtaining such opinion borne by UTIX), which
      counsel and opinion are reasonably  satisfactory  to UTIX,  that this Note
      has been registered under the Securities Act or that such  registration is
      not required.

      (d) Each  Note  shall be  stamped  or  otherwise  imprinted  with a legend
substantially similar to the following (in addition to any legend required under
other applicable securities laws):

      THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
      COMMISSION OR THE  SECURITIES  COMMISSION OF ANY STATE IN RELIANCE UPON AN
      EXEMPTION FROM  REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE  "SECURITIES  ACT"),  AND,  ACCORDINGLY,  MAY NOT BE  OFFERED OR SOLD
      EXCEPT  PURSUANT  TO  AN  EFFECTIVE   REGISTRATION   STATEMENT  UNDER  THE
      SECURITIES  ACT  OR  PURSUANT  TO AN  AVAILABLE  EXEMPTION  FROM,  OR IN A
      TRANSACTION  NOT  SUBJECT  TO,  THE   REGISTRATION   REQUIREMENTS  OF  THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE  STATE  SECURITIES  LAWS.
      NOTWITHSTANDING  THE  FOREGOING,   THESE  SECURITIES  MAY  BE  PLEDGED  IN
      CONNECTION  WITH A BONA FIDE  MARGIN  ACCOUNT OR OTHER  LOAN OR  FINANCING
      ARRANGEMENT SECURED BY SUCH SECURITIES.


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<PAGE>

      (e) UTIX shall  register  upon its books any  permitted  transfer  of this
Note, upon surrender of same to UTIX with a written  instrument of transfer,  in
the form attached as Exhibit A, duly executed by the  registered  Holder or by a
duly authorized  attorney thereof and (unless being  transferred to UTIX) by the
transferee or by a duly authorized  attorney  thereof,  together with such other
documents as may be required for such transfer as provided above.  Upon any such
registration of transfer,  new Note(s) shall be issued to the  transferee(s) and
the surrendered Note shall be canceled by UTIX. This Note may also be exchanged,
at the option of the Holder,  for new Notes  representing  in the  aggregate the
principal amount of this Note then outstanding.

      (f) Upon receipt by UTIX of  reasonable  evidence of the  ownership of and
the loss,  theft,  destruction,  or  mutilation of this Note and, in the case of
loss, theft, or destruction,  of indemnity reasonably  satisfactory to UTIX, or,
in the case of  mutilation,  upon  surrender and  cancellation  of the mutilated
Note, UTIX shall execute and deliver in lieu thereof a new Note representing the
principal amount of such Note then outstanding.

      7. MISCELLANEOUS.

      (a) This Note shall be governed by and  construed in  accordance  with the
laws of the State of New York,  without  giving effect to  principles  governing
conflicts of law.

      (b) Any notice or other  communication  required or  permitted to be given
hereunder  shall be in writing  and shall be given by Federal  Express,  Express
Mail or similar overnight delivery or courier service or delivered (in person or
by telecopy, telex or similar  telecommunications  equipment) against receipt to
the  party to whom it is to be given,  (i) if to UTIX,  at its  address  at UTIX
Group, Inc., 170 Cambridge Street,  Burlington,  MA 01803, Attention:  President
and Chief Executive Officer,  (ii) if to the Holder, at his address set forth on
the first page  hereof,  or (iii) in either case,  to such other  address as the
party shall have furnished in writing in accordance  with the provisions of this
Section 7(b). Any notice shall be deemed given at the time of receipt thereof.

      (c) No  course  of  dealing  and no delay or  omission  on the part of the
Holder in exercising  any right or remedy shall  operate as a waiver  thereof or
otherwise prejudice the Holder's rights,  powers or remedies. No right, power or
remedy  conferred  by this Note upon the Holder  shall be exclusive of any other
right, power or remedy referred to herein or now or hereafter  available at law,
in equity,  by statute or  otherwise,  and all such  remedies  may be  exercised
singly or concurrently.


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<PAGE>

      IN WITNESS WHEREOF, UTIX has caused this Note to be executed and dated the
day and year first above written.

                                                 UTIX GROUP, INC.


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


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<PAGE>

                                    EXHIBIT A
                               FORM OF ASSIGNMENT
             (To be executed by the registered holder if such holder
                     desires to transfer the attached Note)

      FOR VALUE RECEIVED,  ______________________  (the "Holder")  hereby sells,
assigns, and transfers unto

                  Name _______________________________________

                  Address_____________________________________

                  ____________________________________________

                  ____________________________________________

                  Social Security or Tax Identification Number

                  ____________________________________________

______ Notes,  together with all right,  title, and interest  therein,  and does
hereby irrevocably constitute and appoint  _______________  attorney to transfer
such  Note on the  books  of UTIX  Group,  Inc.  ("UTIX"),  with  full  power of
substitution.

Dated: _________________

                                    ____________________________________________
                                    Name of Holder

                                    ____________________________________________
                                    Signature

                                    ____________________________________________
                                    If executed in a representative or fiduciary
                                    capacity, print name and title of individual
                                    executing  this  notice  on  behalf  of  the
                                    Holder.

                                    NOTE: The above signature should  correspond
                                    exactly  with the name on the first  page of
                                    the attached Note.

                                    ____________________________________________
                                    Social Security or Tax Identification Number
                                    of Holder

                                    Address of Holder:

                                    ____________________________________________

                                    ____________________________________________

<PAGE>

      The  undersigned  transferee,  by execution  hereof,  (i)  represents  and
warrants to UTIX that (a) such transferee is an accredited investor,  and agrees
to provide such evidence thereof as may be reasonably requested by UTIX, (b) the
undersigned  is acquiring  the Note,  and will acquire any shares of  Conversion
Shares (as defined in the Note) issued in conversion thereof, for investment and
without a view to a distribution other than pursuant to a registration statement
under the Securities Act of 1933, as amended,  and applicable  state  securities
laws, or an exemption therefrom,  and (c) the name, address, and social security
or tax identification  number of the undersigned is as set forth above, and (ii)
agrees  to be bound by the  terms of the  Note and the  Purchase  Agreement  (as
defined in the Note).

Dated: _________________

                                    ____________________________________________
                                    Name of Transferee

                                    ____________________________________________
                                    Signature

                                    ____________________________________________
                                    If executed in a representative or fiduciary
                                    capacity, print name and title of individual
                                    executing  this  notice  on  behalf  of  the
                                    transferee.

NOTE:  The above  signature  should  correspond  exactly with the name set forth
above.


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