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EXHIBIT 10.4

                                ESCROW AGREEMENT
                                ----------------

     THIS AGREEMENT is made as of February 14, 2003, by and between FTS APPAREL,
INC.  (the  "COMPANY"),  DUTCHESS PRIVATE EQUITIES FUND, LP (the "INVESTOR") and
JOSEPH  B.  LAROCCO,  ESQ.,  with  an office at 49 Locust Avenue, Suite 107, New
Canaan,  CT  06840  (the  "ESCROW  AGENT").

                              W I T N E S S E T H:

     WHEREAS,  INVESTOR  will be purchasing $200,000 of the Company's debentures
convertible  into  Common Stock (the "Debentures"), from COMPANY as set forth in
the  Subscription  Agreement  entered  into  by  the  COMPANY  and INVESTOR; and

     WHEREAS, COMPANY and INVESTOR have requested that the Escrow Agent hold the
$200,000  in  escrow  pursuant  to  the  terms  of  this  Escrow  Agreement.

     NOW,  THEREFORE,  in  consideration  of  the  covenants and mutual promises
contained  herein  and  other  good  and valuable consideration, the receipt and
legal  sufficiency  of which are hereby acknowledged and intending to be legally
bound  hereby,  the  parties  agree  as  follows:

                                    ARTICLE 1
                                    ---------
                    TERMS  OF  THE  ESCROW

1.1      The  parties hereby agree to have Joseph B. LaRocco, Esq. act as Escrow
Agent  whereby  the  Escrow  Agent  shall  hold the $200,000 in escrow until the
Escrow  Agent  has  received the Debentures from the COMPANY and faxed copies of
executed  signature  pages from the Company and Investor, whereupon Escrow Agent
shall  release funds to the Company in the amount of $200,000, less a $5,000 fee
to  Escrow  Agent,  and a $10,000 to Seth A. Farbman, P.C. and $70,000 to Simply
Cellular,  Inc., all of which amounts shall be wired out of escrow by the Escrow
Agent  upon  closing.  In  the  event  the  Escrow  Agent  does  not receive the
Debentures  at  his  office  on or before February 18, 2003, he shall notify the
INVESTOR,  who may cancel and terminate this Agreement by sending written notice
to  the Escrow Agent, in which case Escrow Agent shall wire back the $200,000 to
INVESTOR,  without  interest.

     1.2  Upon  Escrow  Agent's receipt of funds from INVESTOR into the attorney
escrow  account  the  Escrow  Agent shall notify COMPANY of the amount received.

     1.3  COMPANY,  prior  to  or  upon  receipt  of said notice from the Escrow
Agent,  shall  deliver  to  Escrow  Agent  the  Debentures  being  purchased.

1.4     This  Agreement  may be altered or amended only with the written consent
of  all  of the parties hereto.  Should COMPANY attempt to change this Agreement
in  a  manner which, in the Escrow Agent's discretion, shall be undesirable, the
Escrow  Agent  may  resign  as Escrow Agent by notifying COMPANY and INVESTOR in
writing.  In  the  case of the Escrow Agent's resignation or removal pursuant to
the  foregoing, his only duty, until receipt of notice from COMPANY and INVESTOR
that  a successor escrow agent has been appointed, shall be to hold and preserve
the  Shares  and  funds  that are in his possession.  Upon receipt by the Escrow
Agent of said notice from COMPANY and INVESTOR of the appointment of a successor
     escrow  agent,  the  name  of a successor escrow account and a direction to
transfer  the  Shares  and  funds,  the  Escrow  Agent shall promptly thereafter
transfer all of the Shares and funds that he is still holding in escrow, to said
successor  escrow  agent.  Immediately  after  said  transfer  of the Shares and
funds,  the  Escrow  Agent shall furnish COMPANY and INVESTOR with proof of such
transfer.  The  Escrow  Agent  is authorized to disregard any notices, requests,
instructions  or demands received by it from COMPANY or INVESTOR after notice of
resignation  or  removal  has  been  given.

     1.5   The  Escrow Agent shall be reimbursed by COMPANY and INVESTOR for any
reasonable  expenses  incurred  in  the  event  there  is a conflict between the
parties  and  the  Escrow  Agent shall deem it necessary to retain counsel.  The
Escrow  Agent shall not be liable for any action taken or omitted by him in good
faith and in no event shall the Escrow Agent be liable or responsible except for
the Escrow Agent's own gross negligence or willful misconduct.  The Escrow Agent
has  made  no  representations or warranties in connection with this transaction
and  has  not  been  involved in the negotiation of the terms of the transaction
between COMPANY and INVESTOR, or any matters relative thereto.  The Escrow Agent
has  no  liability  hereunder  to either party other than to hold the Shares and
funds received by the INVESTOR and to deliver them under the terms hereof.  Each
party  hereto  agrees  to  indemnify and hold harmless the Escrow Agent from and
with respect to any suits, claims, actions or liabilities arising in any way out
of  this transaction including the obligation to defend any legal action brought
which in any way arises out of or is related to this Agreement or the investment
being  made  by  INVESTOR.  COMPANY and INVESTOR each  acknowledge and represent
that  they  are  not being represented in a legal capacity by Joseph B. LaRocco,
and they have had the opportunity to consult with their own legal advisors prior
to  the signing of this agreement.  The Escrow Agent is not rendering securities
advice  to COMPANY or INVESTOR with respect to this proposed transaction; nor is
the  Escrow  Agent  opining  on the compliance of the proposed transaction under
applicable  securities  laws.

                                    ARTICLE 2
                                    ---------
                                  MISCELLANEOUS

          2.1  No  waiver  of  any  breach  of  any covenant or provision herein
contained  shall  be  deemed  a  waiver  of  any  preceding or succeeding breach
thereof,  or  of any other covenant or provision herein contained.  No extension
of  time  for performance of any obligation or act shall be deemed any extension
of  the  time  for  performance  of  any  other  obligation  or  act.

2.2     This  Agreement  shall be binding upon and shall inure to the benefit of
the  permitted  successors  and  assigns  of  the  parties  hereto.

          2.3 This Escrow Agreement is the final expression of, and contains the
entire  agreement between, the parties with respect to the subject matter hereof
and  supersedes  all  prior  understandings  with  respect thereto.  This Escrow
Agreement  may not be modified, changed, supplemented or terminated, nor may any
obligations  hereunder  be  waived,  except  by written instrument signed by the
parties to be charged or by its agent duly authorized in writing or as otherwise
expressly  permitted  herein.

          2.4   Whenever  required  by the context of this Escrow Agreement, the
singular  shall  include  the  plural  and masculine shall include the feminine.
This  Escrow  Agreement shall not be construed as if it had been prepared by one
of  the parties, but rather as if all the parties had prepared the same.  Unless
otherwise  indicated,  all references to Articles are to this  Escrow Agreement.

          2.5  The  parties  hereto  expressly agree that this  Escrow Agreement
shall  be  governed  by,  interpreted  under,  and  construed  and  enforced  in
accordance  of  the  laws  of  the State of Connecticut.  Any action to enforce,
arising  out  of,  or  relating  in  any  way  to, any provisions of this Escrow
Agreement  shall  be brought through the American Arbitration Association at the
designated  locale  of  Stamford,  Connecticut.

     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  14th  day  of  February,  2003.

                              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



                         FTS  APPAREL  ,  INC.
                        /s/ Scott Gallagher
                        By:__________________________________
                                           , its CEO


                          JOSEPH  B.  LAROCCO,  ESCROW  AGENT


                         By: /s/ Joseph B. LaRocco
                          Joseph  B.  LaRocco,  Esq.






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