STOCK PURCHASE AGREEMENT



        THIS STOCK PURCHASE AGREEMENT (the "AGREEMENT"),  is made as of February

___,  2005,  by and among Anne  Concannon,  a  Massachusetts  resident,  with an

address at 144 Pond Street, Westwood MA 02090 (the "SELLER"), and the purchasers

set forth on  SCHEDULE A hereto  (each,  a  "PURCHASER,"  and  collectively  the

"PURCHASERS").  (Seller and Purchasers may hereinafter be referred to singularly

as a "PARTY," and collectively as the "PARTIES.")



        WHEREAS,  Seller is the record and  beneficial  owner of an aggregate of

Two Million Three Hundred  Twenty-Three  Thousand Seventy One (2,323,071) shares

of the issued and  outstanding  common  stock of Utix  Group,  Inc.,  a Delaware

corporation (the "SHARES"); and



        WHEREAS,  Purchasers desire to purchase from Seller,  and Seller desires

to sell to Purchasers,  the Shares,  at a purchase price of $0.40 per share,  in

such  amounts as are set forth on SCHEDULE A hereto,  upon the terms and subject

to the conditions of this Agreement.



        NOW,  THEREFORE,  for good and valuable  consideration,  the receipt and

sufficiency of which is hereby  acknowledged by the parties hereto, such parties

agree as follows:



        1.      PURCHASE AND SALE.  Subject to the terms and conditions  hereof,

at the Closing (as defined in Section 2 below),  Purchasers shall purchase,  and

Seller  shall sell,  all of  Seller's  right,  title and  interest in and to the

Shares, for an aggregate purchase price of Nine Hundred Twenty-Nine Thousand Two

Hundred Twenty-Eight and 40/100 ($929,228.40) Dollars (the "PURCHASE PRICE").



        2.      THE CLOSING.  Subject to the terms and  conditions  hereof,  the

closing of the  purchase  and sale of the Shares  described  in Section 1 hereof

(the "CLOSING")  shall take place on or before February ___, 2005, (the "Closing

Date") at the offices of Bondy & Schloss  LLP,  located at 60 East 42nd  Street,

37th Floor,  New York,  NY 10165,  or at such other  place as the parties  shall

mutually agree. At the Closing:



                (a)     Seller,  or Seller's  representative(s),  will, prior to

the Closing deliver to Sam Gallo, Esq.  ("Gallo"),  in-house general counsel for

Utix Group, Inc., a stock certificate  representing the Shares, duly endorsed in

blank or  accompanied  by duly  executed  stock powers or other  instruments  of

transfer, in proper form for transfer, with all signatures guaranteed,  free and

clear of all liens,  charges,  claims or other encumbrances of any nature, other

than those  restrictions set forth in the Lock-Up  Agreement (as defined herein)

(collectively "LIENS"); and



                (b)     Upon   Gallo's   receipt   of  the   stock   certificate

representing  the Shares,  he shall promptly  notify  Purchasers and Purchasers'

representatives  via email  (with a copy of such email to Seller and her counsel

at  trosedale@brllegal.com)  that Seller has complied  with Section  2(a).  Upon

notice  from Gallo  confirming  receipt  of the  certificates  representing  the

Shares, Purchasers, or Purchasers'  representative(s),  will promptly (and in no

event later than the end of the next business day) deliver the Purchase Price by

wire transfer of  immediately  available  funds to an account  designated by the

Seller.



<PAGE>





                (c)     Once Gallo  confirms  Seller's  receipt of the  Purchase

Price,  Gallo shall,  within  twenty-four hours of the Closing Date, release the

certificates  and  other   instruments  set  forth  in  Paragraph  2(a)  to  the

Purchasers.  Purchasers and Gallo agree and covenant that all stock certificates

issued to Purchasers with respect to the Shares shall bear legends substantially

similar to the legends currently imprinted on Seller's stock certificate. In the

event  Seller does not receive the  Purchase  Price by the Closing  Date,  Gallo

shall promptly return the Purchase Price to Purchaser and the stock certificate,

stock powers and related items and documents to Seller.



        3.      REPRESENTATIONS AND WARRANTIES.



                (a)     Seller hereby  represents  and warrants to Purchasers as

follows:



                        (i)     Seller is the beneficial and record owner of all

of the Shares.  All of such Shares have been duly  authorized and validly issued

and are fully paid and non-assessable.  At the Closing,  Purchasers will acquire

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