Exhibit 10.6

                           COLLATERAL AGENT AGREEMENT
                           --------------------------

     COLLATERAL  AGENT  AGREEMENT  (this  "Agreement")  dated as of December 29,
                                           ---------
2005,  among  Barbara  R.  Mittman  (the  "Collateral  Agent"),  and the parties
                                           -----------------
identified  on  Schedule  A  hereto  (each,  individually,  a  "Lender"  and
                                                                ------
collectively,  the  "Lenders"),  who hold or will acquire convertible promissory
                     -------
notes  issued  and  to  be  issued  by  FTS  Group  Inc.  ("Debtor"),  a  Nevada
corporation, at about or prior to the date of this Agreement as described in the
Security  Agreements  referred to in Section 1(a) below (collectively herein the
"Notes").
 -----

     WHEREAS,  the  Lenders  have  made,  are making and will be making loans to
Debtor  to  be  secured  by  certain  collateral;  and

     WHEREAS,  it is desirable to provide for the orderly administration of such
collateral  by  requiring  each  Lender to appoint the Collateral Agent, and the
Collateral  Agent has agreed to accept such appointment and to receive, hold and
deliver  such  collateral,  all  upon  the  terms  and subject to the conditions
hereinafter  set  forth;  and

     WHEREAS,  it  is desirable to allocate the enforcement of certain rights of
the  Lenders  under  the  Notes  for  the  orderly  administration  thereof.

     NOW,  THEREFORE,  in consideration of the premises set forth herein and for
other  good  and  valuable  consideration,  the parties hereto agree as follows:

     1.     Collateral.
            ----------

     (a)     Contemporaneously with the execution and delivery of this Agreement
by  the  Collateral  Agent and the Lenders, (i) the Collateral Agent has or will
have  entered  into a Security Agreement between the Collateral Agent and Debtor
and  between  the Collateral Agent and the subsidiaries of the Debtor identified
on  Schedule  B  hereto  (each  a  "Subsidiary")  (each a "Security Agreement"),
                                    ----------             ------------------
regarding  the  grant  of  a  security  interest  in  assets owned by Debtor and
Subsidiary  (such assets are referred to herein and in the Security Agreement as
the  "Collateral") to the Collateral Agent, for the benefit of the Lenders, (ii)
      ----------
Subsidiary  will  be  delivering  a  Guaranty  Agreement (the "Guaranty") to the
                                                               --------
Collateral  Agent  with  Subsidiary guaranteeing the obligations of Debtor under
the  Notes,  Subscription Agreement, such Guaranty, this Agreement and all other
agreements  described  in  the  foregoing  agreements  (collectively,  "Borrower
                                                                        --------
Documents"),  and  (iii) Debtor is issuing the Notes and in the future may issue
      ---
additional  Notes  to  the  Lenders.

     (b)     For purposes solely of perfection of the security interests granted
to  the  Collateral  Agent,  as  agent  on behalf of the Lenders, and on its own
behalf  under  the  Borrower Documents, the Collateral Agent hereby acknowledges
that  any Collateral held by the Collateral Agent is held for the benefit of the
Lenders  in  accordance  with  this  Agreement  and  the Borrower Documents.  No
reference to the Borrower Documents or any other instrument or document shall be
deemed  to  incorporate any term or provision thereof into this Agreement unless
expressly  so  provided.

          (c)     The  Collateral  Agent is to distribute in accordance with the
Borrower  Documents  any  proceeds  received  from  the  Collateral  which  are
distributable  to the Lenders in proportion to their respective interests in the
Obligations  as  defined  in  the  Borrower  Documents.

2.     Appointment  of  the  Collateral  Agent.
       ---------------------------------------

     The  Lenders  hereby appoint the Collateral Agent (and the Collateral Agent
hereby  accepts  such  appointment)  to  take  any  action  including,  without
limitation,  the  registration  of  any Collateral in the name of the Collateral
Agent  or its nominees prior to or during the continuance of an Event of Default
(as  defined  in the Borrower Documents), the exercise of voting rights upon the
occurrence and during the continuance of an Event of Default, the application of
any  cash  collateral  received  by  the  Collateral Agent to the payment of the
Obligations, the making of any demand under the Borrower Documents, the exercise
of any remedies given to the Collateral Agent pursuant to the Borrower Documents
and  the exercise of any authority pursuant to the appointment of the Collateral
Agent  as  an  attorney-in-fact  pursuant  to  the  Security  Agreement that the
Collateral  Agent  deems  necessary  or  proper  for  the  administration of the
Collateral  pursuant  to  the  Borrower  Documents.  Upon  disposition  of  the
Collateral in accordance with the Borrower Documents, the Collateral Agent shall
promptly  distribute  any  cash or Collateral in accordance with Section 10.4 of
the  Security Agreement.  Lenders must notify Collateral Agent in writing of the
issuance  of  Notes  to  Lenders  by  Debtor.  The  Collateral Agent will not be
required to act hereunder in connection with Notes the issuance of which was not
disclosed  in  writing  to the Collateral Agent nor will the Collateral Agent be
required  to  act on behalf of any assignee of Notes without the written consent
of  Collateral  Agent.

     3.     Action  by  the  Majority  in  Interest.
            ---------------------------------------

     (a)     Certain  Actions.  Each  of  the  Lenders covenants and agrees that
             ----------------
only  a  Majority  in  Interest shall have the right, but not the obligation, to
undertake  the following actions (it being expressly understood that less than a
Majority  in  Interest hereby expressly waive the following rights that they may
otherwise  have  under  the  Borrower  Documents):
                                                =

     (i)     Acceleration.  If  an Event of Default occurs, after the applicable
             ------------
cure  period,  if any, a Majority in Interest may, on behalf of all the Lenders,
instruct  the  Collateral Agent to provide to Debtor and/or Subsidiary notice to
cure  such default and/or declare the unpaid principal amount of the Notes to be
due  and  payable,  together  with  any and all accrued interest thereon and all
costs  payable  pursuant  to  such  Notes;

     (ii)     Enforcement.  Upon  the  occurrence  of any Event of Default after
              -----------
the  applicable  cure  period,  if  any, a Majority in Interest may instruct the
Collateral  Agent  to proceed to protect, exercise and enforce, on behalf of all
the  Lenders,  their  rights  and  remedies under the Borrower Documents against
Debtor and Subsidiary, and such other rights and remedies as are provided by law
or  equity;

     (iii)     Waiver of Past Defaults.  A Majority in Interest may instruct the
               -----------------------
Collateral  Agent  to waive any Event of Default by written notice to Debtor and
Subsidiary,  and  the  other  Lenders;  and

     (iv)     Amendment.  A  Majority  in  Interest  may instruct the Collateral
              ---------
Agent  to  waive,  amend,  supplement  or  modify  any  term, condition or other
provision in the Notes or Borrower Documents in accordance with the terms of the
Notes  or  Borrower  Documents  so long as such waiver, amendment, supplement or
modification  is  made  with respect to all of the Notes and with the same force
and  effect  with  respect  to  each  of  the  Lenders.

     (b)     Permitted  Subordination.  A  Majority in Interest may instruct the
             ------------------------
Collateral  Agent  to  agree  to subordinate any Collateral to any claim and may
enter  into  any  agreement  with  Debtor  and  Subsidiary  to  evidence  such
subordination;  provided,  however,  that  subsequent to any such subordination,
                --------   -------
each  Note  shall  remain  pari  passu with the other Notes held by the Lenders.
                           ----  -----

     (c)     Further  Actions.  A  Majority  in  Interest  may  instruct  the
             ----------------
Collateral  Agent  to  take  any action that it may take under this Agreement by
instructing the Collateral Agent in writing to take such action on behalf of all
the  Lenders.

     (d)     Majority  in  Interest.  For  so  long  as  any  obligations remain
             ----------------------
outstanding  on  the Notes, Majority in Interest shall mean Lenders who hold not
less  than  sixty-five  percent (65%) of the outstanding principal amount of the
Notes.

4.     Power  of  Attorney.
       -------------------

     (a)     To  effectuate  the terms and provisions hereof, the Lenders hereby
appoint the Collateral Agent as their attorney-in-fact (and the Collateral Agent
hereby  accepts such appointment) for the purpose of carrying out the provisions
of this Agreement including, without limitation, taking any action on behalf of,
or  at  the instruction of, the Majority in Interest at the written direction of
the  Majority  in Interest and executing any consent authorized pursuant to this
Agreement and taking any action and executing any instrument that the Collateral
Agent  may  deem  necessary or advisable (and lawful) to accomplish the purposes
hereof.

     (b)     All acts done under the foregoing authorization are hereby ratified
and approved and neither the Collateral Agent nor any designee nor agent thereof
shall  be  liable  for  any  acts  of  commission  or omission, for any error of
judgment,  for any mistake of fact or law except for acts of gross negligence or
willful  misconduct.

     (c)     This  power  of  attorney,  being  coupled  with  an  interest,  is
irrevocable  while  this  Agreement  remains  in  effect.

     5.     Expenses of the Collateral Agent.  The Lenders shall pay any and all
            --------------------------------
costs  and  expenses  incurred  by  the Collateral Agent, all waivers, releases,
discharges,  satisfactions,  modifications and amendments of this Agreement, the
administration  and  holding  of  the  Collateral,  insurance  expenses, and the
enforcement, protection and adjudication of the parties' rights hereunder by the
Collateral  Agent,  including, without limitation, the reasonable disbursements,
expenses and fees of the attorneys the Collateral Agent may retain, if any, each
of  the  foregoing  in  proportion  to  their  holdings  of  the  Notes.

     6.     Reliance  on  Documents  and Experts.  The Collateral Agent shall be
            ------------------------------------
entitled  to  rely  upon any notice, consent, certificate, affidavit, statement,
paper,  document,  writing  or  communication  (which may be by telegram, cable,
telex,  telecopier, or telephone) reasonably believed by it to be genuine and to
have  been  signed,  sent  or  made  by  the  proper person or persons, and upon
opinions and advice of its own legal counsel, independent public accountants and
other  experts  selected  by  the  Collateral  Agent.

     7.     Duties  of  the  Collateral  Agent;  Standard  of  Care.
            -------------------------------------------------------

     (a)     The Collateral Agent's only duties are those expressly set forth in
this  Agreement,  and the Collateral Agent hereby is authorized to perform those
duties  in  accordance  with  commercially reasonable practices.  The Collateral
Agent  may  exercise or otherwise enforce any of its rights, powers, privileges,
remedies and interests under this Agreement and applicable law or perform any of
its  duties  under  this  Agreement  by  or  through  its  officers,  employees,
attorneys,  or  agents.

     (b)     The  Collateral  Agent shall act in good faith and with that degree
of  care  that  an  ordinarily prudent person in a like position would use under
similar  circumstances.

     (c)     Any  funds  held  by  the  Collateral  Agent  hereunder need not be
segregated  from  other  funds  except  to  the  extent  required  by  law.  The
Collateral  Agent shall be under no liability for interest on any funds received
by  it  hereunder.

     8.     Resignation.  The  Collateral  Agent may resign and be discharged of
            -----------
its duties hereunder at any time by giving written notice of such resignation to
the  other  parties hereto, stating the date such resignation is to take effect.
Within  five (5) days of the giving of such notice, a successor collateral agent
shall  be  appointed by the Majority in Interest; provided, however, that if the
                                                  --------  -------
Lenders  are  unable  so  to agree upon a successor within such time period, and
notify  the Collateral Agent during such period of the identity of the successor
collateral  agent,  the successor collateral agent may be a person designated by
the  Collateral  Agent,  and any and all fees of such successor collateral agent
shall  be the joint and several obligation of the Lenders.  The Collateral Agent
shall continue to serve until the effective date of the resignation or until its
successor  accepts  the  appointment  and  receives  the  Collateral held by the
Collateral  Agent  but shall not be obligated to take any action hereunder.  The
Collateral  Agent may deposit any Collateral with the Supreme Court of the State
of  New  York for New York County or any such other court in New York State that
accepts  such  Collateral.

     9.     Exculpation.  The  Collateral  Agent  and  its  officers, employees,
            -----------
attorneys  and  agents, shall not incur any liability whatsoever for the holding
or  delivery  of  documents or the taking of any other action in accordance with
the  terms  and  provisions  of  this  Agreement,  for  any  mistake or error in
judgment,  for  compliance  with  any applicable law or any attachment, order or
other directive of any court or other authority (irrespective of any conflicting
term  or  provision  of this Agreement), or for any act or omission of any other
person engaged by the Collateral Agent in connection with this Agreement, unless
occasioned  by  the  exculpated  person's  own  gross  negligence  or  willful
misconduct;  and  each party hereto hereby waives any and all claims and actions
whatsoever  against  the Collateral Agent and its officers, employees, attorneys
and  agents,  arising  out of or related directly or indirectly to any or all of
the  foregoing  acts,  omissions  and  circumstances.

     10.     Indemnification.  The  Lenders hereby agree to indemnify, reimburse
             ---------------
and  hold  harmless the Collateral Agent and its directors, officers, employees,
attorneys  and  agents,  jointly  and  severally,  from  and against any and all
claims,  liabilities, losses and expenses that may be imposed upon, incurred by,
or  asserted  against  any  of  them,  arising  out  of  or  related directly or
indirectly to this Agreement or the Collateral, except such as are occasioned by
the  indemnified  person's  own  gross  negligence  or  willful  misconduct.

     11.     Miscellaneous.
             -------------

     (a)     Rights  and  Remedies Not Waived.  No act, omission or delay by the
             --------------------------------
Collateral  Agent shall constitute a waiver of the Collateral Agent's rights and
remedies  hereunder or otherwise.  No single or partial waiver by the Collateral
Agent of any default hereunder or right or remedy that it may have shall operate
as  a waiver of any other default, right or remedy or of the same default, right
or  remedy  on  a  future  occasion.

     (b)     Governing  Law.  This Agreement shall be governed by, and construed
             --------------
in  accordance  with,  the  laws  of  the  State  of  New York without regard to
conflicts of lawsthat would result in the application of the substantive laws of
another  jurisdiction.

     (c)     Waiver  of  Jury  Trial  and  Setoff; Consent to Jurisdiction; Etc.
             -------------------------------------------------------------------

     (i)     In any litigation in any court with respect to, in connection with,
or  arising  out  of  this  Agreement  or  any  instrument or document delivered
pursuant  to  this  Agreement,  or  the  validity,  protection,  interpretation,
collection  or  enforcement  hereof  or  thereof,  or any other claim or dispute
howsoever  arising,  between the Collateral Agent and the Lenders or any Lender,
then  each  Lender,  to  the fullest extent it may legally do so, (A) waives the
right  to  interpose  any  setoff,  recoupment,  counterclaim  or cross-claim in
connection  with any such litigation, irrespective of the nature of such setoff,
recoupment,  counterclaim  or  cross-claim,  unless  such  setoff,  recoupment,
counterclaim  or  cross-claim  could not, by reason of any applicable federal or
state  procedural  laws,  be interposed, pleaded or alleged in any other action;
and  (B)  WAIVES  TRIAL  BY  JURY IN CONNECTION WITH ANY SUCH LITIGATION AND ANY
RIGHT  IT  MAY  HAVE  TO  CLAIM  OR  RECOVER IN ANY SUCH LITIGATION ANY SPECIAL,
EXEMPLARY,  PUNITIVE  OR  CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN, OR IN
ADDITION  TO,  ACTUAL  DAMAGES.  EACH LENDER AGREES THAT THIS SECTION 11(c) IS A
SPECIFIC  AND  MATERIAL  ASPECT  OF  THIS  AGREEMENT  AND  ACKNOWLEDGE  THAT THE
COLLATERAL  AGENT  WOULD NOT ENTER THIS AGREEMENT IF THIS SECTION 11(c) WERE NOT
PART  OF  THIS  AGREEMENT.

     (ii)     Each  Lender irrevocably consents to the exclusive jurisdiction of
any  State  or Federal Court located within the County of New York, State of New
York,  in connection with any action or proceeding arising out of or relating to
this  Agreement  or  any  document  or  instrument  delivered  pursuant  to this
Agreement  or  otherwise.  In  any  such  litigation, each Lender waives, to the
fullest  extent  it  may  effectively  do  so,  personal service of any summons,
complaint  or  other  process  and agree that the service thereof may be made by
certified  or  registered mail directed to such Lender at its address for notice
determined  in accordance with Section 11(e) hereof.  Each Lender hereby waives,
to  the  fullest  extent  it  may  effectively  do so, the defenses of forum non
conveniens  and  improper  venue.

     (d)     Admissibility  of  this Agreement.  Each of the Lenders agrees that
             ---------------------------------
any  copy  of  this  Agreement  signed  by  it and transmitted by telecopier for
delivery to the Collateral Agent shall be admissible in evidence as the original
itself in any judicial or administrative proceeding, whether or not the original
is  in  existence.

     (e)     Address  for  Notices.  Any notice or other communication under the
             ---------------------
provisions  of this Agreement shall be given in writing and delivered in person,
by  reputable  overnight  courier  or  delivery  service,  by  facsimile machine
(receipt  confirmed)  with  a  copy  sent  by  first  class  mail on the date of
transmissions,  or  by  registered  or certified mail, return receipt requested,
directed  to  such  party's  addresses set forth below (or to any new address of
which any party hereto shall have informed the others by the giving of notice in
the  manner  provided  herein):

     In  the  case  of  the  Collateral  Agent,  to  her  at:

Barbara  R.  Mittman
551  Fifth  Avenue,  Suite  1601
New  York,  New  York  10176
Fax:  (212)  697-3575

     In  the  case  of  the  Lenders,  to:

To  the  address  and  telecopier  number  set  forth  on
     Schedule  A  hereto.

In  the  case  of  Debtor  and  Subsidiaries,  to:

FTS  Group  Inc.
7610  West  Hillsborough  Avenue
Tampa,  FL  33615
Attn:  Scott  Gallagher,  CEO
Fax:  (813)  878-2337

     With  a  copy  by  telecopier  only  to:

Amy  Trombly,  Esq.
Trombly  Business  Law
1320  Centre  Street,  Suite  202
Newton  Center,  MA  02459
Fax:  (617)  243-0066

     (f)     Amendments  and  Modification;  Additional  Lender.  No  provision
             --------------------------------------------------
hereof  shall  be  modified,  altered,  waived  or  limited  except  by  written
instrument  expressly  referring  to  this  Agreement and to such provision, and
executed  by  the  parties hereto.  Any transferee of a Note who acquires a Note
after  the  date hereof will become a party hereto by signing the signature page
and  sending  an  executed  copy  of  this Agreement to the Collateral Agent and
receiving  a  signed  acknowledgement  from  the  Collateral  Agent.

     (g)     Fee.  Upon  the  occurrence  of  an  Event  of Default, the Lenders
             ---
collectively  shall pay the Collateral Agent the sum of $10,000 to apply against
an  hourly  fee  of  $350  to be paid to the Collateral Agent by the Lenders for
services  rendered  pursuant  to  this  Agreement.  All  payments  due  to  the
Collateral Agent under this Agreement including reimbursements must be paid when
billed.  The  Collateral  Agent  may  refuse  to  act  on  behalf  of  or make a
distribution  to  any  Lender  who  is not current in payments to the Collateral
Agent.  Payments  required pursuant to this Agreement shall be pari passu to the
                                                               ---- -----
Lenders'  interests  in the Notes.  The Collateral Agent is hereby authorized to
deduct  any  sums  due  the  Collateral  Agent from Collateral in the Collateral
Agent's  possession.

     (h)      Counterparts/Execution.  This  Agreement  may  be  executed in any
             -----------------------
number  of  counterparts  and  by  the  different signatories hereto on separate
counterparts,  each of which, when so executed, shall be deemed an original, but
all  such  counterparts  shall constitute but one and the same instrument.  This
Agreement  may  be  executed  by  facsimile signature and delivered by facsimile
transmission.

     (i)     Successors  and  Assigns.  Whenever  in this Agreement reference is
             ------------------------
made  to  any  party,  such reference shall be deemed to include the successors,
assigns,  heirs  and  legal  representatives of such party.  No party hereto may
transfer  any  rights  under  this Agreement, unless the transferee agrees to be
bound  by, and comply with all of the terms and provisions of this Agreement, as
if  an  original  signatory  hereto  on  the  date  hereof.

     (j)     Captions:  Certain  Definitions.  The  captions  of  the  various
             -------------------------------
sections  and  paragraphs  of  this  Agreement  have  been inserted only for the
purposes  of  convenience;  such  captions  are not a part of this Agreement and
shall not be deemed in any manner to modify, explain, enlarge or restrict any of
the  provisions  of this Agreement.  As used in this Agreement the term "person"
                                                                         ------
shall  mean  and  include  an  individual,  a  partnership,  a  joint venture, a
corporation,  a  limited  liability  company,  a  trust,  an  unincorporated
organization  and  a  government  or  any  department  or  agency  thereof.

     (k)     Severability.  In  the  event  that  any  term or provision of this
             ------------
Agreement  shall  be  finally  determined  to be superseded, invalid, illegal or
otherwise  unenforceable  pursuant  to  applicable  law  by  an authority having
jurisdiction  and venue, that determination shall not impair or otherwise affect
the  validity, legality or enforceability (i) by or before that authority of the
remaining  terms and provisions of this Agreement, which shall be enforced as if
the unenforceable term or provision were deleted, or (ii) by or before any other
authority  of  any  of  the  terms  and  provisions  of  this  Agreement.


<PAGE>
(l)     Entire  Agreement.  This  Agreement contains the entire agreement of the
        -----------------
parties and supersedes all other agreements and understandings, oral or written,
with  respect  to  the  matters  contained  herein.

     (m)     Schedules.  The  Collateral Agent is authorized to annex hereto any
             ---------
schedules  referred  to  herein.





                      [THIS SPACE INTENTIONALLY LEFT BLANK]


<PAGE>
IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this Collateral Agent
Agreement  to  be  signed,  by  their  respective  duly  authorized  officers or
directly,  as  of  the  date  first  written  above.

                                    "LENDERS"
                                    ---------

_______________________________________     ________________________________
ALPHA  CAPITAL  AKTIENGESELLSCHAFT          BRISTOL  INVESTMENT  FUND,  LTD.

_______________________________________     ________________________________
WHALEHAVEN  CAPITAL  FUND  LIMITED          ELLIS  INTERNATIONAL  LTD.

_______________________________________     ________________________________

OMEGA  CAPITAL  SMALL  CAP  FUND            CMS  CAPITAL


_______________________________________
VERTICAL  VENTURES

                                   _______________________________________
                                   BARBARA  R.  MITTMAN  -  Collateral  Agent


                                  ACKNOWLEDGED:
                                  ------------


FTS  GROUP  INC.                                     FTS  WIRELESS  INC.
a  Nevada  corporation                               a  Nevada  corporation


By:__________________________________           By:________________________

Its:__________________________________          Its:_______________________


     This Collateral Agent Agreement may be signed by facsimile signature and
                 delivered by confirmed facsimile transmission.

<PAGE>