exhibit_amendment.htm


    Exhibit 10.1

     

     

    AMENDMENT
      NO. 1 TO TRANSACTION DOCUMENTS

    


    FTS
      GROUP
      INC., a Nevada corporation (hereinafter called "Borrower"), and the parties
      identified on the signature page hereto (each a “Holder” collectively the
“Holder”) or their registered assigns or successors in interest agree to the
      following Amendments to the following documents:

    


    
      	
              ·  

            	
              Secured
                Convertible Promissory Note between the FTS Group, Inc. and the Holders
                dated December 29, 2005 (the “Note”); Subscription Agreement
                between the Company and the Subscribers, dated, December 29, 2005
                (the
                “Subscription Agreement”);

            


    

    


    
      	
              ·  

            	
              Guaranty
                Agreement between FTS Wireless, Inc. and Barbara Mittman as collateral
                agent acting in the manner and to the extent described in the Collateral
                Agent Agreement for the benefit of the parties identified on Schedule
                A of
                the Guaranty Agreement, dated December 29, 2005 (the “Guaranty
                Agreement”);

            


    

    


    
      	
              ·  

            	
              Security
                Agreement between the Company and Barbara Mittman, as collateral
                agent
                acting in the manner and to the extent described in the Collateral
                Agent
                Agreement for the benefit of the parties identified on Schedule A
                of the
                Security Agreement, dated December 29, 2005 (the “Security
                Agreement”);

            


    

    


    
      	
              ·  

            	
              Security
                and Pledge Agreement between FTS Wireless, Inc. and Barbara Mittman,
                as
                collateral agent acting in the manner and to the extent described
                in the
                Collateral Agent Agreement for the benefit of the parties identified
                on
                Schedule A of the Security and Pledge Agreement, dated December 29,
                2005
                (the “Security and Pledge Agreement”);
                and

            


    

    


    
      	
              ·  

            	
              Collateral
                Agent Agreement among Barbara R. Mittman and the parties identified
                on
                Schedule A of the Collateral Agent Agreement dated December 29, 2005
                (the
                “Collateral Agent
                Agreement),

            


    

    


    each
      a
“Transaction Document” and together the “Transaction Documents”)
      (the "Amendment"), dated as of December 13, 2007, among FTS Group, Inc.,
      a Nevada corporation (the “Company” and/or “Payor”) and the
      Holders;

    


    WHEREAS,
      in connection with a Subscription Agreement, the Company issued to Holders
      Notes
      in the aggregate principal amount of $1,896,551, secured by the Collateral
      described in the Security Agreement (“Collateral”); and

    


    WHEREAS,
      the parties desire to amend the terms of the Note as set forth in the Amended
      Secured Convertible Note, dated December 13, 2007 and hereby amend the terms
      of
      the remaining Transaction Documents on the terms set forth in this
      Agreement.

    


    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration the receipt and adequacy of which
      are hereby acknowledged, the parties agree as follows:

     

    


                           ARTICLE
      I


      AMENDMENT
      OF TRANSACTION
      DOCUMENTS

    


    1.1       The
      terms of the Note shall be amended and restated as set forth in the form of
      the
      Amended and Restated Secured Convertible Promissory Note, dated December 13,
      2007 attached hereto as Exhibit A (the “Amended Note”).  If any of the
      terms of the Transaction Documents contradict the Amended Note the terms of
      the
      Amended Note shall control

    


    1.2       The
      Holders agree to waive any and all past defaults and liquidated damages in
      the
      transaction Documents through the date of this Agreement.

    


    1.3  All
      other
      terms of the Transaction Documents shall remain in full force and
      effect.

    


    1.4  Original
      amount of the Notes will be increased from $1,896,551 to $1,991,379 as set
      forth
      more fully in Schedule 1.4 hereto.

     

     

                                                      ARTICLE
      II   

                                                   
      MISCELLANEOUS

        

           
      2.1           Entire
      Agreement; Amendments.  The Agreement contains the entire
      understanding of the parties with respect to the subject matter hereof and
      supersedes all prior agreements and understandings, oral or written, with
      respect to such matters, which the parties acknowledge have been merged into
      such documents, exhibits and schedules.

    


    2.2           Governing
      Law.  All questions concerning the construction, validity,
      enforcement and interpretation of this Agreement shall be governed by and
      construed and enforced in accordance with the internal laws of the State of
      New
      York, without regard to the principles of conflicts of law
      thereof.  Each party hereby irrevocably submits to the exclusive
      jurisdiction of the state and federal courts sitting in New York County, New
      York for the adjudication of any dispute hereunder or in connection herewith
      or
      with any transaction contemplated hereby or discussed herein, and hereby
      irrevocably waives, and agrees not to assert in any suit, action or proceeding,
      any claim that it is not personally subject to the jurisdiction of any such
      court, that such suit, action or proceeding is improper.  Each party
      hereby irrevocably waives personal service of process and consents to process
      being served in any such suit, action or proceeding by mailing a copy thereof
      via registered or certified mail or overnight delivery (with evidence of
      delivery). Nothing contained herein shall be deemed to limit in any way any
      right to serve process in any manner permitted by law. Each party irrevocably
      waives, to the fullest extent permitted by applicable law, any and all right
      to
      trial by jury in any legal proceeding arising out of or relating to this
      Agreement or the transactions contemplated hereby. If either party shall
      commence an action or proceeding to enforce any provisions of the documents
      contemplated herein, then the prevailing party in such action or proceeding
      shall be reimbursed by the other party for its attorney’s fees and other costs
      and expenses incurred with the investigation, preparation and prosecution of
      such action or proceeding.

    


    2.4           Survival.  The
      representations, warranties, agreements and covenants contained herein shall
      survive the Closing.

    


    2.5           Execution.  This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart.  In the event that any signature is delivered by
      facsimile transmission, such signature shall create a valid and binding
      obligation of the party executing (or on whose behalf such signature is
      executed) the same with the same force and effect as if such facsimile signature
      page were an original thereof.

    


    2.6           No
      Waiver.   The waiver by any party of the breach of any of the
      terms and conditions of, or any right under, this Agreement shall not be deemed
      to constitute the waiver of any other breach of the same or any other term
      or
      condition or of any similar right.  No such waiver shall be binding or
      effective unless expressed in writing and signed by the party giving such
      waiver.

    


    2.7           Counterparts.
      This Agreement may be executed in one or more counterparts, each of which shall
      be deemed an original and all of which together shall constitute one and the
      same instrument.

    


    2.8           Construction.
      The article and section headings contained in this agreement are inserted for
      reference purposes only and shall not affect the meaning or interpretation
      of
      this Agreement.

    


    2.9           Capitalized
      Terms.  Unless otherwise defined, all capitalized terms used
      herein shall have the meanings as defined in the Note, Subscription Agreement,
      Guaranty Agreement, Security Agreement Security and Pledge Agreement and
      Collateral Agent Agreement.

    


    2.10         Further
      Assurances.  Each party will execute and deliver such further
      agreements, documents and instruments and take such further action as may be
      reasonably requested by the other party to carry out the provisions and purposes
      of this Agreement.

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
      Transaction Agreement to be duly executed by their respective authorized
      signatories as of the date first indicated above.

    


    COMPANY:
      FTS GROUP, INC.

    


    /s/
      Scott Gallagher

    ____________________________________________

    By:
      Scott Gallagher

    Its:
      President and Chief Executive
      Officer

     

     

     

     

                                            HOLDERS:

    


    


    ________________________________________                                                      _______________________________________

    ALPHA
      CAPITAL
      ANSTALT                                                                                            
BRISTOL INVESTMENT FUND, LTD.

    


    


    ________________________________________                                                      _______________________________________

    ELLIS
      INTERNATIONAL
      LTD.                                                                                           WHALEHAVEN
      CAPITAL FUND LIMITED

    
 

    ________________________________________                                                      _______________________________________

    OMEGA
      CAPITAL SNMALL CAP
      FUND                                                                         CMS
      CAPITAL

    


    


    ________________________________________                                                    
       _______________________________________

    IROQUOIS
      MASTER
      FUND                                                                                                ASHER
      BRAND

    


    


    ________________________________________

    MOMONA
      CAPITAL CORP.

    


    


    


    


    


    SCHEDULE
      1.5

    


    
      	
              Holder

            	
              Original
                Amount

              of
                the Note

            	
              Amount
                outstanding

            	
              Additional
                5%

            	
              New
                Note Amount

            
	
              Alpha

            	
              $505,747.00

            	
              $505,747.00

            	
              $25,287.35

            	
              $531,034.35

            
	
              Bristol

            	
              $252,874.00

            	
              $252,874.00

            	
              $12,643.70

            	
              $265,517.70

            
	
              Ellis

            	
              $252,873.00

            	
              $232,873.00

            	
              $12,643.65

            	
              $245,516.65

            
	
              Whalehaven

            	
              $379,310.00

            	
              $379,310.00

            	
              $18,965.50

            	
              $398,275.50

            
	
              Omega

            	
              $126,437.00

            	
              $126,437.00

            	
              $6,321.85

            	
              $132,758.85

            
	
              CMS

            	
              $94,828.00

            	
              $94,828.00

            	
              $4,741.40

            	
              $99,569.40

            
	
              Iroquois

            	
              $189,655.00

            	
              $149,655.00

            	
              $9,482.75

            	
              $159,137.75

            
	
              Brand

            	
              $18,966.00

            	
              $0.00

            	
              $948.30

            	
              $948.30

            
	
              Mamona

            	
              $37,932.00

            	
              $12,651.00

            	
              $1,896.60

            	
              $14,547.60

            
	
              Total

            	
              $1,858,622.00

            	
              $1,754,375.00

            	
              $92,931.10

            	
              $1,847,306.10