PURCHASE AGREEMENT





         THIS PURCHASE AGREEMENT ("Agreement") is made as of the ___ day of

November, 2006 by and among UTIX Group, Inc., a Delaware corporation (the

"Company"), and the Investors set forth on the signature pages affixed hereto

(each an "Investor" and collectively the "Investors").



                                    RECITALS



         A. The Company and the Investors are executing and delivering this

Agreement in reliance upon the exemption from securities registration afforded

by the provisions of Section 4(2) of the 1933 Act, or Regulation D ("Regulation

D") promulgated thereunder; and



         B. The Investors wish to purchase from the Company, and the Company

wishes to sell and issue to the Investors, in one or more closings, upon the

terms and conditions stated in this Agreement, (i) up to an aggregate of

2,692,320 shares of the Company's Series B Convertible Preferred Stock, par

value $0.001 per share (the "Preferred Stock"), such shares of Preferred Stock

to have the relative rights, preferences and designations set forth in the

Certificate of Designations set forth in EXHIBIT A hereto (the "Certificate of

Designations"), at a purchase price of $1.30 per share (the "Per Share Purchase

Price"), and (ii) warrants to purchase up to an aggregate of 403,848 shares of

Common Stock (subject to adjustment) at an exercise price of $2.60 per share

(subject to adjustment) in the form attached hereto as EXHIBIT B; and



         C. Contemporaneous with the sale of the Shares and the Warrants at the

first closing, the parties hereto will execute and deliver a Registration Rights

Agreement, in the form attached hereto as EXHIBIT C (the "Registration Rights

Agreement"), pursuant to which the Company will agree to provide certain

registration rights under the Securities Act of 1933, as amended, and the rules

and regulations promulgated thereunder, and applicable state securities laws.



         In consideration of the mutual promises made herein and for other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:



         1.       DEFINITIONS. In addition to those terms defined above and

elsewhere in this Agreement, for the purposes of this Agreement, the following

terms shall have the meanings set forth below:



         "AFFILIATE" means, with respect to any Person, any other Person which

directly or indirectly through one or more intermediaries Controls, is

controlled by, or is under common control with, such Person.



         "BUSINESS DAY" means a day, other than a Saturday or Sunday, on which

banks in New York City are open for the general transaction of business.





{PAGE}



         "COMMON STOCK" means the Company's common stock, par value $0.001 per

share, and any securities into which the common stock may be reclassified.



         "COMPANY'S KNOWLEDGE" means the actual knowledge of the executive

officers (as defined in Rule 405 under the 1933 Act) of the Company, after due

inquiry.



         "CONFIDENTIAL INFORMATION" means trade secrets, confidential

information and know-how (including but not limited to ideas, formulae,

compositions, processes, procedures and techniques, research and development

information, computer program code, performance specifications, support

documentation, drawings, specifications, designs, business and marketing plans,

and customer and supplier lists and related information).



         "CONTROL" (including the terms "controlling", "controlled by" or "under

common control with") means the possession, direct or indirect, of the power to

direct or cause the direction of the management and policies of a Person,

whether through the ownership of voting securities, by contract or otherwise.



         "CONVERSION SHARES" means the shares of Common Stock issuable upon the

conversion of the Shares.



         "EFFECTIVE DATE" means the date on which the initial Registration

Statement is declared effective by the SEC.



         "EFFECTIVENESS DEADLINE" means the date on which the initial

Registration Statement is required to be declared effective by the SEC under the

terms of the Registration Rights Agreement.



         "INTELLECTUAL PROPERTY" means all of the following: (i) patents, patent

applications, patent disclosures and inventions (whether or not patentable and

whether or not reduced to practice); (ii) trademarks, service marks, trade

dress, trade names, corporate names, logos, slogans and Internet domain names,

together with all goodwill associated with each of the foregoing; (iii)

copyrights and copyrightable works; (iv) registrations, applications and

renewals for any of the foregoing; and (v) proprietary computer software

(including but not limited to data, data bases and documentation).



         "MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the

assets, liabilities, results of operations, condition (financial or otherwise),

business, or prospects of the Company and its Subsidiaries taken as a whole, or

(ii) the ability of the Company to perform its obligations under the Transaction

Documents.



         "PERSON" means an individual, corporation, partnership, limited

liability company, trust, business trust, association, joint stock company,

joint venture, sole proprietorship, unincorporated organization, governmental

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