<PAGE>

EXHIBIT 10.2




THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD
IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE
SECURITIES ARE SUBJECT TO RESTRICTIONS OF TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO
REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

AMOUNT                                                               $212,500
DEBENTURE NUMBER                                            February-2003-101
ISSUANCE DATE                                               February 14, 2003
MATURITY DATE                                               February 14, 2007

         FOR VALUE RECEIVED, FTS Apparel, Inc., a Colorado corporation (the
"Company"), hereby promises to pay Dutchess private equities fund, l.P. (the
"Holder") on February 14, 2007, (the "Maturity Date"), the principal amount of
Two Hundred Twelve Thousand Five Hundred Dollars ($212,500) U.S., and to pay
interest on the principal amount hereof, in such amounts, at such times and on
such terms and conditions as are specified herein.

Article 1                  Interest

         The Company shall pay interest on the unpaid principal amount of this
Debenture (the "Debenture") at the time of each conversion until the principal
amount hereof is paid in full or has been converted. The Debentures shall pay
six percent (6%) cumulative interest, in cash or in shares of common stock, par
value $.001 per share, of the Company ("Common Stock"), at the Company's option,
at the time of each conversion. The closing shall be deemed to have occurred on
the date the funds (less escrow fees, attorney fees and those amounts payable
pursuant to the terms of the Escrow Agreement) are received by the Company (the
"Closing Date"). If the interest is to be paid in cash, the Company shall notify
Investor on the date of conversion, and make such payment on the next business
day following the date of conversion. If the interest is to be paid in Common
Stock, said Common Stock shall be delivered to the Holder, or per Holder's
instructions, within three (3) business days of the date of conversion. The
Debentures are subject to automatic conversion at the end of four (4) years from
the date of issuance at which time all Debentures outstanding will be
automatically converted based upon the formula set forth in Section 3.2.

Article 2                  Method of Payment

         This Debenture must be surrendered to the Company in order for the
Holder to receive payment of the principal amount hereof. The Company shall have
the option of paying the interest on this Debenture in United States dollars or
in Common Stock upon conversion pursuant to Article 1 hereof. The Company may
draw a check for the payment of interest to the order of the Holder of this
Debenture and mail it to the Holder's address as shown on the Register (as
defined in Section 8.2 below). Interest and principal payments shall be subject
to withholding under applicable United States Federal Internal Revenue Service
Regulations.

Article 3                  Conversion

Section 3.1       Conversion Privilege

(a) The Holder of this Debenture shall have the right to convert it into shares
of Common Stock at any time following the Closing Date and which is before the
close of business on the Maturity Date, except as set forth in Section 4.1(c)
below. The number of shares of Common Stock issuable upon the conversion of this
Debenture is determined pursuant to Section 4.2 and rounding the result to the
nearest whole share.

(b) This Debenture may not be converted, whether in whole or in part, except in
accordance with Article 3.

(c) In the event all or any portion of this Debenture remains outstanding on the
Maturity Date, the unconverted portion of such Debenture will automatically be
converted into shares of Common Stock on such date in the manner set forth in
Section 3.2.

Section 3.2       Conversion Procedure.

(a) Conversion Procedures. The face amount of this Debenture may be converted,
in whole or in part, any time following the Closing Date. Such conversion shall
be effectuated by surrendering to the Company, or its attorney, this Debenture
to be converted together with a facsimile or original of the signed Notice of
Conversion which evidences Holder's intention to convert the Debenture
indicated. The date on which the Notice of Conversion is effective ("Conversion
Date") shall be deemed to be the date on which the Holder has delivered to the
Company a facsimile or original of the signed Notice of Conversion, as long as
the original Debenture(s) to be converted are received by the Company within
five (5) business days thereafter. At such time that the original Debenture has
been submitted to the Company, the Holder can elect to whether a reissuance of
the debenture is warranted, or whether the Company can retain the Debenture as
to a continual conversion by Holder. Notwithstanding the above, any Notice of
Conversion received by 4:00 P.M. EST, shall be deemed to have been received the
previous business day. Receipt being via a confirmation of time of facsimile of
the Holder.

(b) Common Stock to be Issued. Upon the conversion of any Debentures and upon
receipt by the Company or its attorney of a facsimile or original of Holder's
signed Notice of Conversion the Company shall instruct its transfer agent to
issue stock certificates without restrictive legend or stop transfer
instructions, if at that time the Registration Statement has been declared
effective (or with proper restrictive legend if the Registration Statement has
not as yet been declared effective), in such denominations to be specified at
conversion representing the number of shares of Common Stock issuable upon such
conversion, as applicable. The Company shall act as Registrar and shall maintain
an appropriate ledger containing the necessary information with respect to each
Debenture. The Company warrants that no instructions, other than these
instructions, have been given or will be given to the transfer agent and that
the Common Stock shall otherwise be freely resold, except as may be set forth
herein.

(c) Conversion Rate. Holder is entitled to convert the face amount of this
Debenture, plus accrued interest, anytime following the Closing Date, at the
lesser of (i) 80% of the average of the five lowest closing bid price during the
fifteen (15) trading days prior to the Conversion Date or (ii) 100% of the
average of the closing bid prices for the twenty (20) trading days immediately
preceding the Closing Date ("Fixed Conversion Price"), each being referred to as
the "Conversion Price". No fractional shares or scrip representing fractions of
shares will be issued on conversion, but the number of shares issuable shall be
rounded up or down, as the case may be, to the nearest whole share.

(d) Nothing contained in this Debenture shall be deemed to establish or require
the payment of interest to the Holder at a rate in excess of the maximum rate
permitted by governing law. In the event that the rate of interest required to
be paid exceeds the maximum rate permitted by governing law, the rate of
interest required to be paid thereunder shall be automatically reduced to the
maximum rate permitted under the governing law and such excess shall be returned
with reasonable promptness by the Holder to the Company.

(e) It shall be the Company's responsibility to take all necessary actions and
to bear all such costs to issue the Common Stock as provided herein, including
the responsibility and cost for delivery of an opinion letter to the transfer
agent, if so required. The person in whose name the certificate of Common Stock
is to be registered shall be treated as a shareholder of record on and after the
conversion date. Upon surrender of any Debentures that are to be converted in
part, the Company shall issue to the Holder a new Debenture equal to the
unconverted amount, if so requested in writing by Holder.

(f) Within three (3) business days after receipt of the documentation referred
to above in Section 3.2(a), the Company shall deliver a certificate, in
accordance with Section 3.2(c) for the number of shares of Common Stock issuable
upon the conversion. In the event the Company does not make delivery of the
Common Stock, as instructed by Holder, within three (3) business days after the
Conversion Date, then in such event the Company shall pay to Holder one percent
(1%) in cash, of the dollar value of the Debentures being converted, compounded
daily, per each day after the third (3rd) business day following the Conversion
Date that the Common Stock is not delivered to the Purchaser.

                        The Company acknowledges that its failure to deliver the
Common Stock within three (3) business days after the
Conversion Date will cause the Holder to suffer damages in an amount that will
be difficult to ascertain. Accordingly, the parties agree that it is appropriate
to include in this Debenture a provision for liquidated damages. The parties
acknowledge and agree that the liquidated damages provision set forth in this
section represents the parties' good faith effort to quantify such damages and,
as such, agree that the form and amount of such liquidated damages are
reasonable and will not constitute a penalty. The payment of liquidated damages
shall not relieve the Company from its obligations to deliver the Common Stock
pursuant to the terms of this Debenture.

                      To the extent that the failure of the Company to issue the
Common Stock pursuant to this Section 3.2(f) is due
to the unavailability of authorized but unissued shares of Common Stock, the
provisions of this Section 3.2(f) shall not apply but instead the provisions of
Section 3.2(g) shall apply.

                      The Company shall make any payments incurred under this
Section 3.2(f) in immediately available funds within
three (3) business days from the date the Common Stock is fully delivered.
Nothing herein shall limit a Holder's right to pursue actual damages or cancel
the conversion for the Company's failure to issue and deliver Common Stock to
the Holder within three (3) business days after the Conversion Date.

(g) The Company shall at all times reserve (or make alternative written
arrangements for reservation or contribution of shares) and have available all
Common Stock necessary to meet conversion of the Debentures by all Holders of
the entire amount of Debentures then outstanding. If, at any time Holder submits
a Notice of Conversion and the Company does not have sufficient authorized but
unissued shares of Common Stock (or alternative shares of Common Stock as may be
contributed by Stockholders) available to effect, in full, a conversion of the
Debentures (a "Conversion Default", the date of such default being referred to
herein as the "Conversion Default Date"), the Company shall issue to the Holder
all of the shares of Common Stock which are available, and the Notice of
Conversion as to any Debentures requested to be converted but not converted (the
"Unconverted Debentures"), may be deemed null and void upon written notice sent
by the Holder to the Company. The Company shall provide notice of such
Conversion Default ("Notice of Conversion Default") to all existing Holders of
outstanding Debentures, by facsimile, within three (3) business day of such
default (with the original delivered by overnight or two day courier), and the
Holder shall give notice to the Company by facsimile within five business days
of receipt of the original Notice of Conversion Default (with the original
delivered by overnight or two day courier) of its election to either nullify or
confirm the Notice of Conversion.

         The Company agrees to pay to all Holders of outstanding Debentures
payments for a Conversion Default ("Conversion Default Payments") in the amount
of (N/365) x (.24) x the initial issuance price of the outstanding and/or
tendered but not converted Debentures held by each Holder where N = the number
of days from the Conversion Default Date to the date (the "Authorization Date")
that the Company authorizes a sufficient number of shares of Common Stock to
effect conversion of all remaining Debentures. The Company shall send notice
("Authorization Notice") to each Holder of outstanding Debentures that
additional shares of Common Stock have been authorized, the Authorization Date
and the amount of Holder's accrued Conversion Default Payments. The accrued
Conversion Default shall be paid in cash or shall be convertible into Common
Stock at the Conversion Rate, upon written notice sent by the Holder to the
Company, which Conversion Default shall be payable as follows: (i) in the event
Holder elects to take such payment in cash, cash payments shall be made to such
Holder of outstanding Debentures by the fifth day of the following calendar
month, or (ii) in the event Holder elects to take such payment in stock, the
Holder may convert such payment amount into Common Stock at the conversion rate
set forth in Section 3.2(c) at any time after the 5th day of the calendar month
following the month in which the Authorization Notice was received, until the
expiration of the mandatory four (4) year conversion period.

         The Company acknowledges that its failure to maintain a sufficient
number of authorized but unissued shares of Common Stock to effect in full a
conversion of the Debentures will cause the Holder to suffer damages in an
amount that will be difficult to ascertain. Accordingly, the parties agree that
it is appropriate to include in this Agreement a provision for liquidated
damages. The parties acknowledge and agree that the liquidated damages provision
set forth in this section represents the parties' good faith effort to quantify
such damages and, as such, agree that the form and amount of such liquidated
damages are reasonable and will not constitute a penalty. The payment of
liquidated damages shall not relieve the Company from its obligations to deliver
the Common Stock pursuant to the terms of this Debenture. Nothing herein shall
limit the Holder's right to pursue actual damages for the Company's failure to
maintain a sufficient number of authorized shares of Common Stock.

(h) If, by the third (3rd) business day after the Conversion Date of any portion
of the Debentures to be converted (the "Delivery Date"), the transfer agent
fails for any reason to deliver the Common Stock upon conversion by the Holder
and after such Delivery Date, the Holder purchases, in an open market
transaction or otherwise, shares of Common Stock (the "Covering Shares") solely
in order to make delivery in satisfaction of a sale of Common Stock by the
Holder (the "Sold Shares"), which delivery such Holder anticipated to make using
the Common Stock issuable upon conversion (a "Buy-In"), the Company shall pay to
the Holder, in addition to any other amounts due to Holder pursuant to this
Debenture, and not in lieu thereof, the Buy-In Adjustment Amount (as defined
below). The "Buy In Adjustment Amount" is the amount equal to the excess, if
any, of (x) the Holder's total purchase price (including brokerage commissions,
if any) for the Covering Shares over (y) the net proceeds (after brokerage
commissions, if any) received by the Holder from the sale of the Sold Shares.
The Company shall pay the Buy-In Adjustment Amount to the Holder in immediately
available funds within five (5) business days of written demand by the Holder.
By way of illustration and not in limitation of the foregoing, if the Holder
purchases shares of Common Stock having a total purchase price (including
brokerage commissions) of $11,000 to cover a Buy-In with respect to shares of
Common Stock it sold for net proceeds of $10,000, the Buy-In Adjustment Amount
which the Company will be required to pay to the Holder will be $1,000.

(i) Prospectus and Other Documents. The Company shall furnish to Holder such
number of prospectuses and other documents incidental to the registration of the
shares of Common Stock underlying the Debentures, including any amendment of or
supplements thereto.

(j) Limitation on Issuance of Shares. If the Company's Common Stock becomes
listed on the Nasdaq SmallCap Market after the issuance of the Debentures, the
Company may be limited in the number of shares of Common Stock it may issue by
virtue of (X) the number of authorized shares or (Y) the applicable rules and
regulations of the principal securities market on which the Common Stock is
listed or traded, including, but not necessarily limited to, NASDAQ Rule
4310(c)(25)(H)(i) or Rule 4460(i)(1), as may be applicable (collectively, the
"Cap Regulations"). Without limiting the other provisions thereof, (i) the
Company will take all steps reasonably necessary to be in a position to issue
shares of Common Stock on conversion of the Debentures without violating the Cap
Regulations and (ii) if, despite taking such steps, the Company still cannot
issue such shares of Common Stock without violating the Cap Regulations, the
holder of a Debenture which cannot be converted as result of the Cap Regulations
(each such Debenture, an "Unconverted Debenture") shall have the right to elect
either of the following remedies:

                  (x) if permitted by the Cap Regulations, require the Company
         to issue shares of Common Stock in accordance with such holder's Notice
         of Conversion at a conversion purchase price equal to the average of
         the closing bid price per share of Common Stock for any five (5)
         consecutive trading days (subject to certain equitable adjustments for
         certain events occurring during such period) during the sixty (60)
         trading days immediately preceding the Conversion Date; or

                  (y) require the Company to redeem each Unconverted Debenture
         for an amount (the "Redemption Amount"), payable in cash, equal to the
         sum of (i) one hundred thirty-three percent (133%) of the principal of
         an Unconverted Debenture, plus (ii) any accrued but unpaid interest
         thereon through and including the date (the "Redemption Date") on which
         the Redemption Amount is paid to the holder.

         A holder of an Unconverted Debenture may elect one of the above
remedies with respect to a portion of such Unconverted Debenture and the other
remedy with respect to other portions of the Unconverted Debenture. The
Debentures shall contain provisions substantially consistent with the above
terms, with such additional provisions as may be consented to by the Holder. The
provisions of this section are not intended to limit the scope of the provisions
otherwise included in the Debentures.

(k) Limitation on Amount of Conversion and Ownership. Notwithstanding anything
to the contrary in this Debenture, in no event shall the Holder be entitled to
convert that amount of Debenture, and in no event shall the Company permit that
amount of conversion, into that number of shares, which when added to the sum of
the number of shares of Common Stock beneficially owned, (as such term is
defined under Section 13(d) and Rule 13d-3 of the Securities Exchange Act of
1934, as may be amended, (the "1934 Act")), by the Holder, would exceed 4.99% of
the number of shares of Common Stock outstanding on the Conversion Date, as
determined in accordance with Rule 13d-1(j) of the 1934 Act. In the event that
the number of shares of Common Stock outstanding as determined in accordance
with Section 13(d) of the 1934 Act is different on any Conversion Date than it
was on the Closing Date, then the number of shares of Common Stock outstanding
on such Conversion Date shall govern for purposes of determining whether the
Holder would be acquiring beneficial ownership of more than 4.99% of the number
of shares of Common Stock outstanding on such Conversion Date.

(l) Legend. The Holder acknowledges that each certificate representing the
Debentures, and the Common Stock unless registered pursuant to the Registration
Rights Agreement, shall be stamped or otherwise imprinted with a legend
substantially in the following form:

THE SECURITIES EVIDENCED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD,
TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, (ii) TO THE EXTENT APPLICABLE, RULE 144 UNDER THE ACT (OR ANY SIMILAR
RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) IF AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.

         (m) Prior to conversion of all the Debentures, if at any time the
conversion of all the Debentures and exercise of all the Warrants outstanding
would result in an insufficient number of authorized shares of Common Stock
being available to cover all the conversions, then in such event, the Company
will move to call and hold a shareholder's meeting or have shareholder action
with written consent of the proper number of shareholders within thirty (30)
days of such event, or such greater period of time if statutorily required or
reasonably necessary as regards standard brokerage house and/or SEC requirements
and/or procedures, for the purpose of authorizing additional shares of Common
Stock to facilitate the conversions. In such an event management of the Company
shall recommend to all shareholders to vote their shares in favor of increasing
the authorized number of shares of Common Stock. Management of the Company shall
vote all of its shares of Common Stock in favor of increasing the number of
shares of authorized Common Stock. Company represents and warrants that under no
circumstances will it deny or prevent Holder's right to convert the Debentures
as permitted under the terms of this Subscription Agreement or the Registration
Rights Agreement. Nothing in this Section shall limit the obligation of the
Company to make the payments set forth in Section 3.2(g). The investor, at their
option, may request the company to authorize and issue additional shares if the
investor feels it is necessary for conversions in the future In the event the
Company's shareholder's meeting does not result in the necessary authorization,
the Company shall redeem the outstanding Debentures for an amount equal to (x)
the sum of the principal of the outstanding Debentures plus accrued interest
thereon multiplied by (y) 133%.

         (n) The Company shall retain the right to suspend conversions, at their
sole option, for a period of five (5) trading days ("Conversion Suspension").
The Company can only elect a Conversion Suspension two (2) times per annum. The
Company must send a Conversion Suspension via writing to the Holder, and such
Conversion Suspension will not take effect until the third (3rd) business day
following receipt from the Holder ("Conversion Suspension Date"). Prior to the
Conversion Suspension Date, the Company must continue to facilitate any prior
Conversion Notices or any such Conversion Notices that may be sent between the
date deemed received by Holder and the Conversion Suspension Date.


Section 3.3 Fractional Shares. The Company shall not issue fractional shares of
Common Stock, or scrip representing fractions of such shares, upon the
conversion of this Debenture. Instead, the Company shall round up or down, as
the case may be, to the nearest whole share.

Section 3.4 Taxes on Conversion. The Company shall pay any documentary, stamp or
similar issue or transfer tax due on the issue of shares of Common Stock upon
the conversion of this Debenture. However, the Holder shall pay any such tax
which is due because the shares are issued in a name other than its name.

Section 3.5 Company to Reserve Stock. The Company shall reserve the number of
shares of Common Stock required pursuant to and upon the terms set forth in the
Subscription Agreement to permit the conversion of this Debenture. All shares of
Common Stock which may be issued upon the conversion hereof shall upon issuance
be validly issued, fully paid and nonassessable and free from all taxes, liens
and charges with respect to the issuance thereof.

Section 3.6 Restrictions on Sale. This Debenture has not been registered under
the Securities Act of 1933, as amended, (the "Act") and is being issued under
Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act.
This Debenture and the Common Stock issuable upon the conversion thereof may
only be sold pursuant to registration under or an exemption from the Act.

Section 3.7 Mergers, Etc. If the Company merges or consolidates with another
corporation or sells or transfers all or substantially all of its assets to
another person and the holders of the Common Stock are entitled to receive
stock, securities or property in respect of or in exchange for Common Stock,
then as a condition of such merger, consolidation, sale or transfer, it may
thereafter be converted on the terms and subject to the conditions set forth
above into the kind and amount of stock, securities or property receivable upon
such merger, consolidation, sale or transfer by a holder of the number of shares
of Common Stock into which this Debenture might have been converted immediately
before such merger, consolidation, sale or transfer, subject to adjustments
which shall be as nearly equivalent as may be practicable to adjustments
provided for in this Article 3.

Article 4                  Mergers

         The Company shall not consolidate or merge into, or transfer all or
substantially all of its assets to, any person, unless such person assumes in
writing the obligations of the Company under this Debenture and immediately
after such transaction no Event of Default exists. Any reference herein to the
Company shall refer to such surviving or transferee corporation and the
obligations of the Company shall terminate upon such written assumption.

Article 5            Reports

         The Company will mail to the Holder hereof at its address as shown on
the Register a copy of any annual, quarterly or current report that it files
with the Securities and Exchange Commission promptly after the filing thereof
and a copy of any annual, quarterly or other report or proxy statement that it
gives to its shareholders generally at the time such report or statement is sent
to shareholders.
Article 6                  Defaults and Remedies

Section 6.1 Events of Default. An "Event of Default" occurs if (a) the Company
does not make the payment of the principal of this Debenture by conversion into
Common Stock within ten (10) business days of the Maturity Date, upon redemption
or otherwise, (b) the Company does not make a payment, other than a payment of
principal, for a period of three (3) business days thereafter, (c) any of the
Company's representations or warranties contained in the Subscription Agreement
or this Debenture were false when made or the Company fails to comply with any
of its other agreements in the Subscription Agreement or this Debenture and such
failure continues for the period and after the notice specified below, (d) the
Company pursuant to or within the meaning of any Bankruptcy Law (as hereinafter
defined): (i) commences a voluntary case; (ii) consents to the entry of an order
for relief against it in an involuntary case; (iii) consents to the appointment
of a Custodian (as hereinafter defined) of it or for all or substantially all of
its property or (iv) makes a general assignment for the benefit of its creditors
or (v) a court of competent jurisdiction enters an order or decree under any
Bankruptcy Law that: (A) is for relief against the Company in an involuntary
case; (B) appoints a Custodian of the Company or for all or substantially all of
its property or (C) orders the liquidation of the Company, and the order or
decree remains unstayed and in effect for sixty (60) calendar days, (e) the
Company's Common Stock is suspended or no longer listed on any recognized
exchange including electronic over-the-counter bulletin board for in excess of
five (5) consecutive trading days. As used in this Section 7.1, the term
"Bankruptcy Law" means Title 11 of the United States Code or any similar federal
or state law for the relief of debtors. The term "Custodian" means any receiver,
trustee, assignee, liquidator or similar official under any Bankruptcy Law. A
default under clause (c) above is not an Event of Default until the holders of
at least 25% of the aggregate principal amount of the Debentures outstanding
notify the Company of such default and the Company does not cure it within
thirty (30) business days after the receipt of such notice, unless the Company
commences to cure such default within such period, which must specify the
default, demand that it be remedied and state that it is a "Notice of Default".
Prior to the expiration of the time for curing a default as set forth in the
preceding sentence, the holders of a majority in aggregate principal amount of
the Debentures at the time outstanding (exclusive of Debentures then owned by
the Company or any subsidiary or affiliate) may, on behalf of the holders of all
of the Debentures, waive any past Event of Default hereunder (or any past event
which, with the lapse of time or notice and lapse of time designated in
subsection (a), would constitute an Event of Default hereunder) and its
consequences, except a default in the payment of the principal of or interest on
any of the Debentures. In the case of any such waiver, such default or Event of
Default shall be deemed to have been cured for every purpose of this Debenture
and the Company and the holders of the Debentures shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other default or impair any right consequent
thereon.

Section 6.2 Acceleration. If an Event of Default occurs and is continuing, the
Holder hereof by notice to the Company may declare the remaining principal
amount of this Debenture, together with all accrued interest and any liquidated
damages, to be due and payable. Upon such declaration, the remaining principal
amount shall be due and payable immediately.

Section 6.3 Seniority, No indebtedness of the Company is senior to this
Debenture in right of payment, whether with respect to interest, damages or upon
liquidation or dissolution or otherwise.

Article 7                  Registered Debentures

Section 7.1 Record Ownership. The Company, or its attorney, shall maintain a
register of the holders of the Debentures (the "Register") showing their names
and addresses and the serial numbers and principal amounts of Debentures issued
to them. The Register may be maintained in electronic, magnetic or other
computerized form. The Company may treat the person named as the Holder of this
Debenture in the Register as the sole owner of this Debenture. The Holder of
this Debenture is the person exclusively entitled to receive payments of
interest on this Debenture, receive notifications with respect to this
Debenture, convert it into Common Stock and otherwise exercise all of the rights
and powers as the absolute owner hereof.

Section 7.2 Worn or Lost Debentures. If this Debenture becomes worn, defaced or
mutilated but is still substantially intact and recognizable, the Company or its
agent may issue a new Debenture in lieu hereof upon its surrender. Where the
Holder of this Debenture claims that the Debenture has been lost, destroyed or
wrongfully taken, the Company shall issue a new Debenture in place of the
original Debenture if the Holder so requests by written notice to the Company
actually received by the Company before it is notified that the Debenture has
been acquired by a bona fide purchaser and the Holder has delivered to the
Company an indemnity bond in such amount and issued by such surety as the
Company deems satisfactory together with an affidavit of the Holder setting
forth the facts concerning such loss, destruction or wrongful taking and such
other information in such form with such proof or verification as the Company
may request.

Article 8                  Notice.

         Any notices, consents, waivers or other communications required or
permitted to be given under the terms of this Debenture 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.

Article 9                  Time

         Where this Debenture authorizes or requires the payment of money or the
performance of a condition or obligation on a Saturday or Sunday or a public
holiday, or authorizes or requires the payment of money or the performance of a
condition or obligation within, before or after a period of time computed from a
certain date, and such period of time ends on a Saturday or a Sunday or a public
holiday, such payment may be made or condition or obligation performed on the
next succeeding business day, and if the period ends at a specified hour, such
payment may be made or condition performed, at or before the same hour of such
next succeeding business day, with the same force and effect as if made or
performed in accordance with the terms of this Debenture. A "business day" shall
mean a day on which the banks in New York are not required or allowed to be
closed.


Article 10                 No Assignment

         This Debenture shall not be assignable.


Article 11                 Rules of Construction.

         In this Debenture, unless the context otherwise requires, words in the
singular number include the plural, and in the plural include the singular, and
words of the masculine gender include the feminine and the neuter, and when the
sense so indicates, words of the neuter gender may refer to any gender. The
numbers and titles of sections contained in the Debenture are inserted for
convenience of reference only, and they neither form a part of this Debenture
nor are they to be used in the construction or interpretation hereof. Wherever,
in this Debenture, a determination of the Company is required or allowed, such
determination shall be made by a majority of the Board of Directors of the
Company and if it is made in good faith, it shall be conclusive and binding upon
the Company and the Holder of this Debenture.


Article 12                 Governing Law

         The validity, terms, performance and enforcement of this Debenture
shall be governed and construed by the provisions hereof and in accordance with
the laws of the State of Massachusetts applicable to agreements that are
negotiated, executed, delivered and performed solely in the State of
Massachusetts.

Article 13                 Litigation

Disputes subject to arbitration governed by Massachusetts law

         a. 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.

         IN WITNESS WHEREOF, the Company has duly executed this Debenture as of
the date first written above.

                                                     FTS Apparel, Inc.


                                            By  /s/ Scott Gallagher
                                              --------------------------------
                                            Name:      Scott Gallagher
                                            Title:     CEO


                                            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



<PAGE>


                                    Exhibit A

                              NOTICE OF CONVERSION

     (To be Executed by the Registered Owner in order to Convert Debenture)

         The undersigned hereby irrevocably elects, as of ________________, to
convert $________________ of its convertible debenture (the "Debenture") into
Common Stock of FTS APPAREL, INC. (the "Company") according to the conditions
set forth in the Debenture issued by the Company.

Date of Conversion________________________________________________


Applicable Conversion Price________________________________________


Number of Debentures Issuable upon this Conversion_______________________


Name(Print)___________Dutchess Private Equities Fund, LP _________________

Address______________312 Stuart St, 3rd Floor____________________________


Phone_____617-960-3570_____________ Fax________617-960-3772___________





                                    By:_______________________________________



<PAGE>