SECURITIES PURCHASE AGREEMENT



        This Securities  Purchase  Agreement  (this  "AGREEMENT") is dated as of

February ___, 2005 by and between Utix Group, Inc., a Delaware  corporation (the

"COMPANY"),  and each purchaser who has executed this Agreement on the signature

page hereto (each, a "PURCHASER" and collectively, the "PURCHASERS").



        WHEREAS, subject to the terms and conditions set forth in this Agreement

and  pursuant to Section 4(2) of the  Securities  Act of 1933,  as amended,  the

Company  desires  to issue  and  sell to each  Purchaser,  and  each  Purchaser,

severally  and not  jointly,  desires  to  purchase  from the  Company,  certain

securities of the Company as more fully described in this Agreement.



        NOW,  THEREFORE,  in consideration of the mutual covenants  contained in

this Agreement,  and for other good and valuable  consideration  the receipt and

adequacy  of  which  are  hereby  acknowledged,  the  Company  and  each  of the

Purchasers agree as follows:



                                   ARTICLE I

                                   DEFINITIONS



        1.1     DEFINITIONS.  In addition to the terms defined elsewhere in this

Agreement, the following terms have the meanings indicated:



                1.1.1   "AFFILIATE"   means  any  Person   that,   directly   or

indirectly through one or more  intermediaries,  controls or is controlled by or

is under common  control with a Person,  as such terms are used in and construed

under Rule 144.



                1.1.2   "BUSINESS DAY" means any day other than Saturday, Sunday

or other day on which commercial banks in The City of New York are authorized or

required by law to remain closed.



                1.1.3   "COMMISSION" OR "SEC" means the United States Securities

and Exchange Commission.



                1.1.4   "COMMON  STOCK"  means the common  stock of the Company,

par value $0.001 per share.



                1.1.5   "COMMON STOCK EQUIVALENTS" means, collectively,  Options

and Convertible Securities.



                1.1.6   "COMPANY  COUNSEL" means Gersten Savage Kaplowitz Wolf &

Marcus LP.



                1.1.7   "CONVERSION SHARES" means any Common Stock issuable upon

conversion of the Notes.



                1.1.8   "EFFECTIVE  DATE"  means the date that the  Registration

Statement is first declared effective by the Commission.



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                1.1.9   "ELIGIBLE  MARKET"  means  any of  the  New  York  Stock

Exchange  (the "NYSE"),  the American  Stock  Exchange (the "AMEX"),  the Nasdaq

National Market  ("NASDAQ  NNM"),  the Nasdaq Small Cap Market ("NASDAQ SCM") or

the National  Association  of Securities  Dealers,  Inc. OTC Bulletin Board (the

"OTC BULLETIN BOARD").



                1.1.10  "EXCHANGE  ACT"  means the  Securities  Exchange  Act of

1934, as amended.



                1.1.11  "LIEN" means any lien, charge, claim, security interest,

encumbrance, right of first refusal or other restriction.



                1.1.12  "LOSSES"  means  any and all  losses,  claims,  damages,

liabilities, settlement costs and expenses, including, without limitation, costs

of preparation and reasonable attorneys' fees.



                1.1.13  "NOTES"  means  one or  more 5%  convertible  promissory

notes aggregating  $1,000,000 in principal amount, to be purchased at par by the

Purchasers  on the  Notes  Closing  Date;  which  Notes  shall be in the form of

SCHEDULE 1.1.13.





                1.1.14  "NOTES  CLOSING  DATE"  means the date of closing of the

purchase of not less than $1,000,000 of the Notes, pursuant to Section 2.1.1.



                1.1.15  "PERSON"   means   any   individual   or    corporation,

partnership,  trust, incorporated or unincorporated association,  joint venture,

limited  liability  company,  joint stock  company,  government (or an agency or

subdivision  thereof)  or any  court or  other  federal,  state,  local or other

governmental authority or other entity of any kind.



                1.1.16  "PURCHASER  DESIGNEE"  shall mean Great  Court  Capital,

LLC, a New York limited  liability  company,  or any other Person  designated in

writing  from time to time by the  holders  of a  majority  of the Notes and who

shall be reasonably acceptable to the Company.



                1.1.17  "PROCEEDING" means an action, claim, suit, investigation

or  proceeding  (including,  without  limitation,  an  investigation  or partial

proceeding, such as a deposition), whether commenced or threatened.



                1.1.18  "PROSPECTUS"  means  the  prospectus   included  in  the

Registration  Statement  (including,   without  limitation,  a  prospectus  that

includes any information  previously  omitted from a prospectus filed as part of

an effective registration statement in reliance upon Rule 430A promulgated under

the Securities  Act), as amended or supplemented  by any prospectus  supplement,

with  respect to the terms of the  offering  of any  portion of the  Registrable

Securities covered by the Registration  Statement,  and all other amendments and

supplements to the  Prospectus,  including  post-effective  amendments,  and all

material  incorporated by reference or deemed to be incorporated by reference in

such Prospectus.



                1.1.19  "REGISTRABLE  SECURITIES"  means:  (i) any Common  Stock

issuable  upon  conversion  of the  Notes;  and (ii) any  securities  issued  or

issuable upon any stock split, dividend or other distribution,  recapitalization

or similar event with respect to the foregoing.



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                1.1.20  "REGISTRATION    STATEMENT"   means   the   registration

statement required to be filed under Article VI below,  including (in each case)

the  Prospectus,  amendments and supplements to such  registration  statement or

Prospectus,  including pre- and post-effective amendments, all exhibits thereto,

and all  material  incorporated  by reference  or deemed to be  incorporated  by

reference in such registration statement.



                1.1.21  "REQUIRED  EFFECTIVENESS  DATE"  means  April 15,  2005,

unless such date shall be extended by mutual agreement of the Purchasers and the

Company.



                1.1.22  "RULE  144,"  "RULE 415," and "RULE 424" means Rule 144,

Rule 415 and Rule 424,  respectively,  promulgated by the Commission pursuant to

the  Securities  Act,  as such  Rules may be amended  from time to time,  or any

similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having

substantially the same effect as such Rule.



                1.1.23  "SECURITIES" means the collective reference to the Notes

and the Conversion Shares.



                1.1.24  "SECURITIES  ACT" means the  Securities  Act of 1933, as

amended.



                1.1.25  "SUBSIDIARY"  means any  Person  in which  the  Company,

directly  or  indirectly,  owns  capital  stock or holds an  equity  or  similar

interest.



                1.1.26  "TRADING  DAY"  means  (a) any day on which  the  Common

Stock is listed or quoted and traded on any Eligible Market.



                1.1.27  "TRADING  MARKET" means any Eligible Market on which the

Common Stock is then listed or quoted.



                1.1.28  "TRANSACTION DOCUMENTS" means this Agreement,  the Notes

and  any  other  documents  or  agreements   executed  in  connection  with  the

transactions contemplated hereunder.



                                   ARTICLE II

                         PURCHASE AND SALE OF SECURITIES



        2.1     PURCHASE AND SALE OF THE NOTES.



                2.1.1   NOTES  CLOSING.  Subject to the terms and conditions set

forth herein:



                        (a)     On the Notes  Closing  Date,  the Company  shall

issue to each of those  Purchasers  listed on and who shall  have  executed  the

signature page to this Agreement entitled "PURCHASERS  SIGNATURE PAGE," and each

of such Purchasers  shall purchase from the Company,  severally and not jointly,

such principal  amount of Notes as is indicated below such  Purchaser's  name on

the  Purchasers  Signature  Page.  On such Notes  Closing  Date,  $1,000,000  in

principal amount of Notes shall be purchased and paid for by the Purchasers. The

closings of the sale of the Notes (collectively, the "NOTES CLOSING") shall take

place at the offices of Gersten Savage Kaplowitz Wolf & Marcus LP, 101 East 52nd

Street, New York, New York 10022, or at



                                                                               3

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such other  location or time as all parties may agree,  on the date set forth in

Section 2.1.1(b) below.



                        (b)     On a date that shall be not later than  February

11, 2005 (the "NOTES  CLOSING  DATE") an  aggregate of  $1,000,000  in principal

amount of Notes shall be purchased and paid for by the Purchasers.



                2.1.2   NOTES CLOSING DELIVERABLES.



                        (a)     On the Notes  Closing  Date,  the Company  shall

deliver or cause to be  delivered  to each  Purchaser,  against  payment by such

Purchaser of an amount in immediately  available funds to an account  designated

in writing by the Company equal to the principal amount of Notes purchased,  the

following documents:



                                (i)     Notes    aggregating    $1,000,000    in

principal amount, free and clear of all restriction and other legends (except as

expressly provided in Section 4.1.2);



                                (ii)    a  signed   legal   opinion  of  Company

Counsel,  substantially  in the form of  SCHEDULE  2.1.2(b),  adapted to reflect

transactions occurring on the Initial Notes Closing Date.



                                  ARTICLE III

                         REPRESENTATIONS AND WARRANTIES



        3.1     REPRESENTATIONS  AND  WARRANTIES  OF THE  COMPANY.  The  Company

hereby represents and warrants to each of the Purchasers as follows:



                3.1.1   SUBSIDIARIES. The Company has one Subsidiary,  Corporate

Sports Incentives, Inc.



                3.1.2   ORGANIZATION AND QUALIFICATION. The Company is an entity

duly  organized,  validly  existing and in good  standing  under the laws of the

jurisdiction of its  incorporation  or organization  (as  applicable),  with the

requisite  power and authority to own and use its  properties  and assets and to

carry on its business as currently conducted. The Company is not in violation of

any  of  the   provisions  of  its   respective   certificate   or  articles  of

incorporation,  bylaws or other organizational or charter documents. The Company

is  duly  qualified  to  do  business  and  is in  good  standing  as a  foreign

corporation  or other  entity in each  jurisdiction  in which the  nature of the

business conducted or property owned by it makes such  qualification  necessary,

except where the failure to be so qualified or in good standing, as the case may

be,  could not,  individually  or in the  aggregate,  (i)  adversely  affect the

legality,  validity or enforceability of any Transaction Document,  (ii) have or

result in a  material  adverse  effect on the  results  of  operations,  assets,

prospects,  business or condition (financial or otherwise) of the Company, taken

as a whole, or (iii) adversely impair the Company's  ability to perform fully on

a timely basis its obligations  under any of the  Transaction  Documents (any of

(i), (ii) or (iii), a "MATERIAL ADVERSE EFFECT").



                3.1.3   AUTHORIZATION;   ENFORCEMENT.   The   Company   has  the

requisite  corporate  power and  authority to enter into and to  consummate  the

transactions contemplated by each of



                                                                               4

<PAGE>





the Transaction  Documents and otherwise to carry out its obligations  hereunder

and thereunder.  The execution and delivery of each of the Transaction Documents

by the  Company  and the  consummation  by it of the  transactions  contemplated

hereby and thereby have been duly authorized by all necessary action on the part

of the Company and no further consent or action is required by the Company,  its

Board of Directors or its  stockholders.  Each of the Transaction  Documents has

been (or upon  delivery  will be) duly  executed  by the Company and is, or when

delivered in accordance with the terms hereof,  will  constitute,  the valid and

binding obligation of the Company  enforceable against the Company in accordance

with its terms.



                3.1.4   NO CONFLICTS. The execution, delivery and performance of

the Transaction  Documents by the Company and the consummation by the Company of

the  transactions  contemplated  hereby  and  thereby  do not and  will  not (i)

conflict with or violate any provision of the Company's  certificate or articles

of  incorporation,  bylaws or other  organizational or charter  documents,  (ii)

conflict with, or constitute a default (or an event that with notice or lapse of

time or both  would  become a  default)  under,  or give to others any rights of

termination,  amendment,  acceleration or cancellation  (with or without notice,

lapse  of time or  both)  of,  any  agreement,  credit  facility,  debt or other

instrument  (evidencing a Company debt or otherwise) or other  understanding  to

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