Exhibit 10.3

                               GUARANTY AGREEMENT
1.     Identification.
       --------------

     This Guaranty Agreement (the "Guaranty"), dated as of December 29, 2005, is
entered  into  by  and  between  FTS  Wireless  Inc., a Nevada corporation (each
referred  to  as  "Guarantor"  and  collectively "Guarantors"herein) and Barbara
Mittman, as collateral agent acting in the manner and to the extent described in
the  Collateral  Agent Agreement defined below (the "Collateral Agent"), for the
benefit  of  the  parties  identified  on Schedule A hereto (each a "Lender" and
collectively,  the  "Lenders").

2.     Recitals.
       --------

     2.1     Guarantors  are  direct  or indirect wholly-owned subsidiary of FTS
Group  Inc.,  a Nevada corporation ("FTS Group").  The Lenders have made and are
making  loans  to  FTS  Group  (the "Loans").  Guarantor will obtain substantial
benefit  from  the  proceeds  of  the  Loans.

     2.2     The  Loans  are  and  will  be  evidenced  by  certain  convertible
promissory  notes  (each a "Convertible Note" and collectively, the "Convertible
Notes")  issued  by FTS Group on or about the date of this Agreement pursuant to
subscription  agreements ("Subscription Agreements").  The Convertible Notes are
further  identified  on  Schedule  A hereto and were and will be executed by FTS
Group  as  "Borrower" or "Debtor" for the benefit of each Lender as the "Holder"
or  "Lender"  thereof.

     2.3     In  consideration of the Loans made by Lenders to FTS Group and for
other  good  and  valuable consideration, and as security for the performance by
FTS Group of its obligations under the Convertible Notes and as security for the
repayment  of  the  Loans  and all other sums due from Debtor to Lenders arising
under the Convertible Notes, Subscription Agreements, Collateral Agent Agreement
and  any  other  agreement  between  or  among  them  relating  to the foregoing
(collectively,  the  "Obligations"),  Guarantor,  for  good  and  valuable
consideration,  receipt  of which is acknowledged, has agreed to enter into this
Agreement  with  the  Collateral  Agent,  for  the  benefit  of  the  Lenders.
Obligations  include  all  future  advances  by Lenders to FTS Group made by all
Lenders  on substantially the same terms and in proportion to their interests in
the  Obligations.

     2.4     The  Lenders  have  appointed  Barbara  Mittman as Collateral Agent
pursuant  to  that certain Collateral Agent Agreement dated at or about December
29, 2005 ("Collateral Agent Agreement"), among the Lenders and Collateral Agent.

3.     Guaranty.
       --------

     3.1     Guaranty.  Guarantors  hereby  unconditionally  and  irrevocably
             --------
guarantee jointly and severally the punctual payment, performance and observance
when  due,  whether  at stated maturity, by acceleration or otherwise, of all of
the  Obligations  now  or  hereafter  existing,  whether for principal, interest
(including, without limitation, all interest that accrues after the commencement
of  any  insolvency,  bankruptcy  or reorganization of FTS Group, whether or not
constituting  an  allowed  claim in such proceeding), fees, commissions, expense
reimbursements,  liquidated  damages,  indemnifications  or  otherwise  (such
obligations,  to  the  extent  not  paid  by  FTS  Group  being  the "Guaranteed
                                                                      ----------
Obligations"), and agrees to pay any and all costs, fees and expenses (including
         --
reasonable  counsel  fees  and  expenses)  incurred  by Collateral Agent and the
Lenders  in  enforcing  any rights under the guaranty set forth herein.  Without
limiting  the generality of the foregoing, Guarantor's liability shall extend to
all amounts that constitute part of the Guaranteed Obligations and would be owed
by FTS Group to Collateral Agent and the Lenders, but for the fact that they are
unenforceable or not allowable due to the existence of an insolvency, bankruptcy
or  reorganization  involving  FTS  Group.
3.2     Guaranty Absolute.  Guarantor guarantees that the Guaranteed Obligations
        -----------------
will  be  paid  strictly  in accordance with the terms of the Convertible Notes,
regardless  of  any  law,  regulation or order now or hereafter in effect in any
jurisdiction  affecting  any  of such terms or the rights of Collateral Agent or
the  Lenders  with  respect  thereto.  The  obligations  of Guarantor under this
Agreement  are  independent of the Guaranteed Obligations, and a separate action
or  actions  may  be  brought  and  prosecuted against Guarantor to enforce such
obligations,  irrespective of whether any action is brought against FTS Group or
any other Guarantor or whether FTS Group or any other Guarantor is joined in any
such  action  or  actions.  The  liability  of  Guarantor  under  this
Agreementconstitutes  a  primary  obligation,  and not a contract of surety, and
shall  be irrevocable, absolute and unconditional irrespective of, and Guarantor
hereby  irrevocably  waives any defenses it may now or hereafter have in any way
relating  to,  any  or  all  of  the  following:
(a)     any  lack  of validity or enforceability of the Convertible Notes or any
agreement  or  instrument  relating  thereto;
(b)     any  change  in the time, manner or place of payment of, or in any other
term  of,  all  or  any of the Guaranteed Obligations, or any other amendment or
waiver  of  or  any  consent to departure from the Convertible Notes, including,
without  limitation,  any  increase in the Guaranteed Obligations resulting from
the  extension  of  additional  credit  to  FTS  Group  or  otherwise;
(c)     any  taking,  exchange,  release, subordination or non-perfection of any
Collateral,  or  any  taking,  release  or  amendment or waiver of or consent to
departure from any other guaranty, for all or any of the Guaranteed Obligations;
(d)     any  change,  restructuring  or  termination  of  the corporate, limited
liability  company  or  partnership  structure  or  existence  of  FTS Group; or
(e)     any  other  circumstance  (including, without limitation, any statute of
limitations) or any existence of or reliance on any representation by Collateral
Agent or  the Lenders that might otherwise constitute a defense available to, or
a  discharge  of,  FTS  Group  or  any  other  guarantor  or  surety.
This  Agreement shall continue to be effective or be reinstated, as the case may
be, if at any time any payment of any of the Guaranteed Obligations is rescinded
or  must  otherwise  be  returned  by Collateral Agent, the Lenders or any other
entity  upon  the  insolvency,  bankruptcy or reorganization of the FTS Group or
otherwise  (and  whether  as  a  result of any demand, settlement, litigation or
otherwise),  all  as  though  such  payment  had  not  been  made.
     3.3     Waiver.  Guarantor  hereby  waives promptness, diligence, notice of
             ------
acceptance  and  any  other  notice  with  respect  to  any  of  the  Guaranteed
Obligations  and this Agreement and any requirement that Collateral Agent or the
Lenders  or  exhaust  any  right  or take any action against any Borrower or any
other  person  or entity or any Collateral.  Guarantor acknowledges that it will
receive  direct  and  indirect  benefits  from  the  financing  arrangements
contemplated  herein  and  that  the  waiver  set  forth  in this Section 3.3 is
                                                                  -----------
knowingly  made  in contemplation of such benefits.  Guarantor hereby waives any
right  to  revoke  this  Agreement,  and  acknowledges  that  this  Agreement is
continuing in nature and applies to all Guaranteed Obligations, whether existing
now  or  in  the  future.
     3.4       Continuing Guaranty; Assignments.  This Agreement is a continuing
               --------------------------------
guaranty  and  shall  (a) remain in full force and effect until the later of the
indefeasible  cash  payment  in full of the Guaranteed Obligations and all other
amounts  payable  under  this  Agreement,  the  Subscription  Agreements  and
Convertible Notes, (b) be binding upon Guarantor, its successors and assigns and
(c)  inure  to  the  benefit  of  and be enforceable by Collateral Agent and the
Lenders  and  their  successors,  pledgees,  transferees  and  assigns.  Without
limiting  the  generality  of the foregoing clause (c), the Collateral Agent and
any  Lender  may  pledge, assign or otherwise transfer all or any portion of its
rights  and obligations under this Agreement (including, without limitation, all
or  any  portion  of its Convertible Notes owing to it) to any other Person, and
such other Person shall thereupon become vested with all the benefits in respect
thereof  granted  such  Collateral  Agent  or  Lender  herein  or  otherwise.
3.5          Subrogation.  No Guarantor will exercise any rights that it may now
             -----------
or  hereafter  acquire  against  the  Collateral  Agent  or  any Lender or other
Guarantor  (if  any)  that  arise  from  the  existence, payment, performance or
enforcement  of  such  Guarantor's  obligations under this Agreement, including,
without  limitation,  any  right  of  subrogation,  reimbursement,  exoneration,
contribution  or  indemnification,  whether  or  not such claim, remedy or right
arises  in  equity  or under contract, statute or common law, including, without
limitation, the right to take or receive from the Collateral Agent or any Lender
or  other  Guarantor (if any), directly or indirectly, in cash or other property
or  by  set-off or in any other manner, payment or security solely on account of
such  claim, remedy or right, unless and until all of the Guaranteed Obligations
and  all other amounts payable under this Agreement shall have been indefeasibly
paid  in  full  in  cash.  If (i) any Guarantor shall make payment to Collateral
Agent, or the Lenders of all or any part of the Guaranteed Obligations, and (ii)
of  all or any of the Guaranteed Obligations and all other amounts payable under
this  Agreement  such  payments  shall  be  paid  in  full  in  cash.
     3.6     Maximum Obligations. Notwithstanding any provision herein contained
             -------------------
to  the contrary, Guarantor's liability with respect to the Obligations shall be
limited  to an amount not to exceed, as of any date of determination, the amount
that  could  be  claimed  by Lenders from Guarantor without rendering such claim
voidable  or  avoidable  under  Section  548 of the Bankruptcy Code or under any
applicable  state Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance
Act  or  similar  statute  or  common  law.
4.     Miscellaneous.
       -------------
     4.1     Expenses.  Guarantor  shall pay to the Collateral Agent, on demand,
             --------
the  amount  of  any and all reasonable expenses, including, without limitation,
attorneys'  fees,  legal  expenses and brokers' fees, which the Collateral Agent
may  incur  in  connection  with  (a) exercise or enforcement of any the rights,
remedies  or  powers of the Collateral Agent hereunder or with respect to any or
all  of  the Obligations; or (b) failure by Guarantor to perform and observe any
agreements  of  Guarantor contained herein which are performed by the Collateral
Agent.

     4.2     Waivers,  Amendment  and  Remedies.  No  course  of  dealing by the
             ----------------------------------
Collateral Agent and no failure by the Collateral Agent to exercise, or delay by
the  Collateral  Agent in exercising, any right, remedy or power hereunder shall
operate  as  a  waiver  thereof, and no single or partial exercise thereof shall
preclude  any  other  or  further  exercise thereof or the exercise of any other
right,  remedy  or power of the Collateral Agent.  No amendment, modification or
waiver  of  any  provision  of this Agreement and no consent to any departure by
Guarantor  therefrom,  shall,  in  any event, be effective unless contained in a
writing signed by the Collateral Agent, and then such waiver or consent shall be
effective  only  in the specific instance and for the specific purpose for which
given.  The  rights,  remedies  and  powers  of  the  Collateral Agent, not only
hereunder,  but also under any instruments and agreements evidencing or securing
the Obligations and under applicable law are cumulative, and may be exercised by
the Collateral Agent from time to time in such order as the Collateral Agent may
elect.

     4.3     Notices.  All  notices  or  other  communications  given  or  made
             -------
hereunder  shall  be  in  writing  and  shall  be personally delivered or deemed
delivered  the  first  business  day  after being faxed (provided that a copy is
delivered  by  first class mail) to the party to receive the same at its address
set forth below or to such other address as either party shall hereafter give to
the  other  by  notice  duly  made  under  this  Section:

To  FTS  Group  and
Guarantor,  to:

c/o  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


To  Lenders:               To  the  addresses  and  telecopier  numbers  set
                           forth  on  Schedule  A

To  the  Collateral  Agent:
Barbara  R.  Mittman
Grushko  &  Mittman,  P.C.
551  Fifth  Avenue,  Suite  1601
New  York,  New  York  10176
Fax:  (212)  697-3575

Any  party  may  change  its  address  by written notice in accordance with this
paragraph.

     4.4     Term;  Binding  Effect.  This  Agreement  shall  (a) remain in full
             ----------------------
force  and  effect  until  payment  and  satisfaction  in  full  of  all  of the
Obligations;  (b)  be  binding  upon  Guarantor and its successors and permitted
assigns;  and  (c) inure to the benefit of the Collateral Agent, for the benefit
of  the Lenders and their respective successors and assigns.  All the rights and
benefits  granted by Guarantor to the Collateral Agent and Lenders hereunder and
other  agreements  and  documents  delivered  in connection therewith are deemed
granted  to  both the Collateral Agent and Lenders.  Upon the payment in full of
the  Obligations,  (i)  this Agreement shall terminate and (ii) Collateral Agent
will,  upon  Guarantor's request and at Guarantor's expense, execute and deliver
to  Guarantor  such  documents as Guarantor shall reasonably request to evidence
such  termination,  all  without  any  representation,  warranty  or  recourse
whatsoever.

     4.5     Captions.  The  captions  of  Paragraphs,  Articles and Sections in
             --------
this  Agreement  have been included for convenience of reference only, and shall
not  define  or  limit  the  provisions  hereof  and  have  no  legal  or  other
significance  whatsoever.

     4.6     Governing  Law;  Venue;  Severability.  This  Agreement  shall  be
             -------------------------------------
governed  by  and construed in accordance with the laws of the State of New York
without regard to principles of conflicts or choice of law, except to the extent
that  the  perfection  of the security interest granted hereby in respect of any
item  of  Collateral  may  be  governed by the law of another jurisdiction.  Any
legal  action or proceeding against Guarantor with respect to this Agreement may
be  brought  in  the courts of the State of New York or of the United States for
the  Southern  District  of  New  York,  and,  by execution and delivery of this
Agreement, Guarantor hereby irrevocably accepts for itself and in respect of its
property,  generally  and  unconditionally,  the  jurisdiction  of the aforesaid
courts.  Guarantor hereby irrevocably waives any objection which they may now or
hereafter  have  to  the  laying  of  venue  of  any of the aforesaid actions or
proceedings  arising  out of or in connection with this Agreement brought in the
aforesaid  courts  and hereby further irrevocably waives and agrees not to plead
or  claim  in  any  such court that any such action or proceeding brought in any
such  court has been brought in an inconvenient forum.  If any provision of this
Agreement,  or  the  application  thereof to any person or circumstance, is held
invalid,  such  invalidity  shall  not  affect any other provisions which can be
given  effect  without the invalid provision or application, and to this end the
provisions  hereof  shall be severable and the remaining, valid provisions shall
remain  of  full  force  and  effect.

4.7     Satisfaction  of  Obligations.  For  all purposes of this Agreement, the
        -----------------------------
payment in full of the Obligations shall be conclusively deemed to have occurred
when  either  the  Obligations  have  been  indefeasibly  paid  in  cash  or all
outstanding  Convertible  Notes  have been converted to common stock pursuant to
the  terms  of  the  Convertible  Notes  and  the  Subscription  Agreements.

     4.8     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.


                      [THIS SPACE INTENTIONALLY LEFT BLANK]


<PAGE>
IN  WITNESS  WHEREOF,  the undersigned have executed and delivered this Guaranty
Agreement,  as  of  the  date  first  written  above.

"GUARANTOR"                               "THE  COLLATERAL  AGENT"
FTS  WIRELESS  INC.                         BARBARA  R.  MITTMAN
a  Nevada  corporation



By:______________________________________

Its:_______________________________________



                             APPROVED BY "LENDERS":
                             ----------------------

_______________________________________     ________________________________
ALPHA  CAPITAL  AKTIENGESELLSCHAFT          BRISTOL  INVESTMENT  FUND,  LTD.

_______________________________________     ________________________________
_______________________________________
WHALEHAVEN  CAPITAL  FUND  LIMITED          ELLIS  INTERNATIONAL  LTD.

_______________________________________     ________________________________
OMEGA  CAPITAL  SMALL  CAP  FUND          CMS  CAPITAL


_______________________________________
VERTICAL  VENTURES

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

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