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EXHIBIT 10.5

                                    Debenture
                            STOCK EXCHANGE AGREEMENT

This  Debenture  Exchange Agreement (this "Agreement"), dated as of February 14,
2003,  is  entered into by and between FTS Apparel, Inc., a Colorado corporation
(the  "Company"),  and  Dutchess  Private  Equities  Fund  LP,  (the  "Holder").

RECITALS

WHEREAS,  the  Holder currently has 250,000 shares of the Company's common stock
("Stock"),  issued  pursuant to the Stock Purchase Agreement dated on August 22,
2002.

     WHEREAS,  the Holder hereby agrees to exchange 250,000 shares of Stock into
shares of the Company's Convertible Debenture pursuant to the terms set forth in
the  Debenture,  Registration  Rights  Agreement and Subscription Agreement with
Dutchess  Private  Equities  Fund,  LP  dated  February 14, 2003  ("Debenture").
Pursuant  to the Holder's rights of conversion, upon conversion of the Debenture
into  the  Company's  common shares ("Stock") and for purposes of resale of such
Stock  pursuant  to Rule 144 or Rule 145, the date of consideration shall remain
August  22,  2002.

     WHEREAS,  the  Holder  desires to acquire, and the Company desires to issue
and  sell to the Holder, $12,500 of the Debenture of the Company in exchange for
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250,000  shares  of  Stock;  and

     WHEREAS,  the  parties  hereto  desire  to  enter  into  this  Agreement.

                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of  the  mutual promises and covenants
contained  in  this  Agreement  and  other  good and valuable consideration, the
receipt  and  sufficiency  of  which  is hereby acknowledged, the parties hereto
agree  as  follows:

1.     AUTHORIZATION  AND  SALE  OF  SHARES.

1.1     Agreement  to  Exchange.  Subject  to  the  terms and conditions of this
Agreement,  the  Company  will sell and issue to the Holder, and the Holder will
acquire  from the Company, $12,500 worth of the Company's Debentures in exchange
for  the  cancellation  of  the  250,000  shares  of Stock issued to the Holder.

1.2     No  Public Solicitation. The Holder is not subscribing for the Shares as
a  result  of  or  subsequent  to  any  advertisement,  article, notice or other
communication published in any newspaper, magazine or similar media or broadcast
over  television  or  radio,  or  presented  at  any  seminar or meeting, or any
solicitation of a subscription by a person not previously known to the Holder in
connection  with  investments  in  securities  generally.

1.3.     Issuance  of  Shares.  Within  ten  (10)  business  days  following the
execution  of  this  Agreement,  the  Company  shall  deliver  to Holder a stock
certificate  for  the  Shares  registered  in  the  name  of  Holder.

2.     Representations  of  the  Company.  The  Company  hereby  represents  and
warrants  to the Holder, that, to the extent applicable, all representations and
warranties of the Company set forth in the Stock Purchase Agreement dated August
22,  2002,  are  incorporated herein as though fully set forth. The Company also
agrees  that all rights granted to the Holder as set forth in the Stock Purchase
Agreement dated August 22, 2002 are also incorporated herein as though fully set
forth.

3.     Representations of the Holder.  The Holder represents and warrants to the
Company  as  follows:

3.1     Investment  Intent.  The Debentures, and the shares of Common Stock into
which  the  Debentures,  may  be  converted  or  exercised  (collectively,  the
"Securities")  are,  or  will  be,  acquired  for  the Holder's own account, for
investment  and  not  with  a  view  to,  or  for resale in connection with, any
distribution  or  public  offering  thereof within the meaning of the Securities
Act.

3.2     Reviews  and  Inspection.  The Holder and his or its representatives and
legal  counsel  have  been  granted  the  opportunity  to review and inspect the
Company's  corporate books, financial statements, records, contracts, documents,
offices  and  facilities, and have been afforded an opportunity to ask questions
of  the  Company's  officers, employees, agents, accountants and representatives
concerning  the  Company's  business.   Holder  is  relying  on its own analysis
regarding the Company's operations, financial condition, assets, liabilities and
other  relevant  matters  as  Holder  deemed  necessary or desirable in order to
evaluate the merits and risks of the prospective investment contemplated herein.
Holder acknowledges that it has not relied upon any information given to Holder,
or  any  statements  made,  by  the  Company or any officers or directors of the
Company,  except for the representations and warranties of the Company expressly
made  herein.

3.3     Holder  Due  Diligence.  The  Holder  and its representatives are solely
responsible  for  the  Holder's own "due diligence" investigation of the Company
and  its  management  and  business  and  for Holder's analysis of the financial
future  and  viability  of  the  Company  and  desirability of the terms of this
investment.   Holder  acknowledges  that  neither the Company nor any officer or
director  of  the Company is making any representation or warranty regarding the
Company's  financial  projections  previously given to Holder or the assumptions
underlying such financial projections, as such financial projections are subject
to  significant  business,  economic  and other uncertainties and contingencies.
Holder  acknowledges  that  if  the Company is not able to operate profitably or
generate  positive  cash  flows,  the  Company  may  have difficulty meeting its
obligations  and may not be able to continue to operate its business, and Holder
could  lose all of its investment.  The Holder has such knowledge and experience
in  financial  and business matters that the Holder is capable of evaluating the
merits and risks of the purchase of the Securities pursuant to the terms of this
Agreement  and  of  protecting  the  Holder's  interest in connection therewith.

3.4     Accredited  Investor Status.  Holder is an "Accredited Investor" as that
term is defined in Rule 501 of Regulation D promulgated under the Securities Act
because  each member of Holder is an "Accredited Investor" and Holder is able to
bear  the  economic risk of the purchase of the Securities pursuant to the terms
of  this  Agreement, including a complete loss of the Holder's investment in the
Securities.

3.5     Authority  for  Agreement.  The  Holder  has  the  full right, power and
authority  to  enter  into  and  perform the Holder's obligations under the this
Agreement,  and  the  Agreement constitutes the valid and binding obligations of
the  Holder  enforceable  in  accordance  with their terms, except as limited by
applicable  bankruptcy,  insolvency, reorganization, moratorium or other laws of
general  application  relating  to or affecting enforcement of creditors' rights
and  rules  or  laws  concerning  equitable  remedies.

3.6     Governmental  Consents.  No  consent,  approval  or  authorization of or
designation,  declaration  or filing with any governmental authority on the part
of  the  Holder is required in connection with the valid execution, delivery and
performance  of  this  Agreement.

3.7     Not an Investment Company.  Neither the Holder nor any of its members is
an  "investment  company"  or  a  company controlled by an "investment company",
within the meaning of the Investment Company Act of 1940, or principally engaged
in, or undertaking as one of its important activities, the business of extending
credit  for  the  purpose  of  purchasing  or  carrying  margin  stock.

3.8     Tax  Matters.  The  Holder  has  not  relied  on  any  statements  or
representations of the Company or any of its agents with respect to the federal,
state,  local  and  foreign tax consequences of this investment and the federal,
state,  local  and foreign tax consequences of transactions contemplated by this
Agreement.  With  respect  to  such matters, the Holder understands that it (and
not  the  Company) shall be responsible for its own tax liability that may arise
as  a  result  of  this  investment  or  the  transactions  contemplated by this
Agreement.

4.     Assignment.  This  Agreement  and  all  of  the provisions hereof will be
binding upon and inure to the benefit of the parties hereto and there respective
successors  and  permitted  assigns.  No party hereunder may assign neither this
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Agreement  nor any of the rights, interests or obligations without prior written
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consent  of  the  other  party.
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5.     Survival  of  Representations  and  Warranties.  All  agreements,
representations  and warranties contained herein shall survive the execution and
delivery  of  this  Agreement; provided, however, that except as provided above,
such representations and warranties need only be accurate as of the date of such
execution.

6.     Notice.  Any  notices, consents, waivers or other communications required
or  permitted  to  be given under the terms of this Agreement must be in writing
and  will  be  deemed  to  have  been delivered (i) upon receipt, when delivered
personally;  (ii)  upon receipt, when sent by facsimile (provided a confirmation
of  transmission is mechanically or electronically generated and kept on file by
the  sending  party);  or  (iii)  one  (1)  day  after deposit with a nationally
recognized  overnight  delivery  service, in each case properly addressed to the
party  to  receive  the  same.  The  addresses  and  facsimile  numbers for such
communications  shall  be:

If  to  the  Company:
     FTS Apparel, Inc.
     1379 River Road
     Yardley, Pennsylvania 19067
     Attention:  Scott Gallagher, CEO
     Telephone:     (215)  369-9820
     Facsimile:     (215)  369-9821

If  to  the  Investor:

     At  the  address  listed  in  the  Questionnaire.

With  a  copy  to:
     Joseph  B.  LaRocco,  Esq.
     49  Locust  Avenue,  Suite  107
     New  Canaan,  CT  06840
     Telephone:  203-966-0566
     Facsimile:  203-966-0363

     Each  party  shall provide five (5) business days prior notice to the other
party  of  any  change  in  address,  phone  number  or  facsimile  number.


7.     Brokers.  Each of the Holder and the Company  (a) represents and warrants
to the other party that it has not retained any finders or brokers in connection
with the transactions contemplated by this Agreement, and (b) will indemnify and
save  the  other party harmless from and against any and all claims, liabilities
or  obligations  with  respect  to brokerage or finders' fees or commissions, or
consulting  fees  in  connection  with  the  transactions  contemplated  by this
Agreement  asserted  by  any  person  on  the  basis  of  any  statement  or
representation  alleged  to  have  been  made  by  it.

8.     Entire  Agreement.  This  Agreement  embodies  the  entire  agreement and
understanding  between  the  parties  hereto  with respect to the subject matter
hereof  and  supersedes all prior agreements and understandings relating to such
subject  matter.

9.     Amendments  and  Waivers.  Any  term of this Agreement may be amended and
the  observance of any term of this Agreement may be waived (either generally or
in  a  particular  instance and either retroactively or prospectively) only with
the  written consent of the Company and the Holder.  No waivers of or exceptions
to  any  term,  condition  or  provision  of  this Agreement, in any one or more
instances,  shall  be  deemed  to  be,  or construed as, a further or continuing
waiver  of  any  such  term,  condition  or  provision.

10.     This Agreement may be executed in two or more counterparts, all of which
taken  together shall constitute one instrument.  Execution and delivery of this
Agreement  by  exchange of facsimile copies bearing the facsimile signature of a
party  shall  constitute  a  valid  and  binding  execution and delivery of this
Agreement  by  such  party.  Such  facsimile copies shall constitute enforceable
original  documents.

11.     Section  Headings.  The  Section headings are for the convenience of the
parties  and  in no way alter, modify, amend, limit, or restrict the contractual
obligations  of  the  parties.

12.     Severability.  Any  part,  provision, representation or warranty of this
Agreement  that  is prohibited or that is held to be void or unenforceable shall
be  ineffective  solely  to the extent of such prohibition or non-enforceability
without  invalidating  the  remaining  provisions  hereof.

13.     Governing  Law.  All  disputes  arising  under  this  agreement shall be
governed  by  and interpreted in accordance with the laws of the Commonwealth of
Massachusetts, without regard to principles of conflict of laws.  The parties to
this  agreement  will  submit  all  disputes  arising  under  this  agreement to
arbitration  in Boston, Massachusetts before a single arbitrator of the American
Arbitration  Association  ("AAA").  The  arbitrator  shall  be  selected  by
application  of  the  rules  of  the AAA, or by mutual agreement of the parties,
except that such arbitrator shall be an attorney admitted to practice law in the
Commonwealth  of  Massachusetts.  No  party to this agreement will challenge the
jurisdiction  or  venue  provisions  as  provided  in  this  section.

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                     SIGNATURE PAGE TO CONVERTIBLE DEBENTURE
                   STOCK EXCHANGE AGREEMENT / DEBT CONVERSION

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

"COMPANY":

FTS APPAREL, INC.
a Colorado corporation


By:  /s/ Scott Gallagher
      ____________________
     Name:  Scott Gallagher
     Title:  President



DUTCHESS PRIVATE EQUITIES FUND, L.P.
BY ITS GENERAL PARTNER DUTCHESS
CAPITAL MANAGEMENT, LLC


     /s/ Douglas Leighton
By:__________________________________
Name:
Douglas  H.  Leighton
Title:  A  Managing  Member






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