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                             JOINT VENTURE AGREEMENT



         This Joint  Venture  Agreement  is entered  into as of this 17th day of

March 2006 by and between Utix Group,  Inc. with its principal  offices at 7 New

England Executive Park, Suite 610, Burlington,  Massachusetts 01803 ("Utix") and

Overtoun  Holdings,  Inc., with its principal  offices at 675 Third Avenue,  New

York, New York 10017 ("Overtoun").



         WHEREAS,  Overtoun has  significant  relationships  with major  league,

minor league and  collegiate  sports teams  operating in North  America and also

with stadiums, arenas and automobile racing facilities,  horse and dog tracks in

North America and with museums and aquariums operating in North America with New

York City Broadway theaters and night clubs operating in North America, and



         WHERAS Utix desires that  Overtoun  nurture those  relationships  in an

effort to secure  sales and  develop  programs  which  utilize  the Utix  ticket

platform system ("Utix  Platform" or "Platform") and use its business skills for

the  advancement  of the  business  of Utix,  which  may  include  the sales and

distribution of the Utix existing experience based product line ("Utix Products"

or "Products"),



         NOW THEREFORE,  for valuable consideration,  receipt of which is hereby

acknowledged, the parties agree as follows:



          1.   MARKETS: Overtoun shall have the exclusive right to market the

               Utix platform program for the term to the entities listed below;

               provided however, that such exclusive right is not and shall not

               include any commercial or corporate sponsors of the entities.



               a.   Major League, Minor League, and Collegiate sports teams and

                    organizations participating in the activities of baseball,

                    football, hockey, and soccer, operating in North America,



               b.   Stadiums and arenas in operation in North America,



               c.   Automobile racing facilities, Horse and Dog Tracks in

                    operation in North America,



               d.   Museums and Aquariums in operation in North America,



               e.   Broadway theaters and entertainment centers, located in New

                    York City.



               f.   Night clubs in operation in North America.





                                       1

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                    Overtoun will also at the  direction of the Utix  management

                    assist  on a  non-exclusive  basis  with the  promotion  and

                    distribution  of Utix Products in other  markets  subject to

                    the same commission  arrangement as set forth in paragraph 7

                    hereof.



          2.   ORDERS: Utix shall provide Overtoun with sales brochures,  sample

               cards,  and order forms.  Overtoun shall provide Utix with copies

               of any orders from any customers  introduced by Overtoun no later

               than five  business  days  following  the day when the orders are

               received.



          3.   PUBLIC  ANNOUNCEMENTS:  Overtoun  will  use its best  efforts  to

               obtain  the  consent  from each  customer  providing  an order to

               permit the use of the customer's  name,  likeness and/or logo, in

               Utix  press  releases  and on the Utix  website in the event Utix

               decides it wishes to do so.



          4.   MARKETING  EXPENSE ADVANCE:  To assist Overtoun with the expenses

               relating  to the  staffing,  travel,  and  marketing  during  the

               initial  period of this  Agreement,  Utix will make  advances  to

               Overtoun of $35,000 upon  execution of this Agreement and $10,000

               per month on May 1, 2006, June 1, 2006,  July 1, 2006,  August 1,

               2006 ,  September  1, 2006 and  October  1,  2006  (collectively,

               "Marketing Advances").





          5.   QUARTERLY MARKETING REPORTS:  Overtoun shall provide on or before

               the  first  day of each  quarter  commencing  on April 1,  2006 a

               report to Utix outlining the marketing targets for that quarter.





          6.   TERM: This Agreement shall commence on April 1, 2006 and continue

               in effect to April 1, 2008. As long as the gross revenue relating

               to business introduced by Overtoun exceeds U.S. $2,000,000 during

               each two-year period the Agreement shall be automatically renewed

               for additional two year terms.  Gross revenue shall be calculated

               by gross value of all Utix Program revenue and Utix Product sales

               generated  by  Overtoun  on  the  market  segments  described  in

               Paragraph  1 hereof and the  revenue  generated  with  Overtoun's

               assistance pursuant to the request of Utix's management.





               EXCEPT AS  PROVIDED,  NEITHER  PARTY  WILL BE LIABLE TO THE OTHER

               PARTY FOR  INCIDENTAL  OR  CONSEQUENTIAL  DAMAGES  OR THE LOSS OF

               ANTICIPATED  PROFITS ARISING

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