Exhibit 10.4

                               SECURITY AGREEMENT
                              -------------------

1.     Identification.
       --------------

     This  Security  Agreement (the "Agreement"), dated as of December 29, 2005,
is  entered into by and between FTS Group Inc., a Nevada corporation ("Debtor"),
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
(collectively,  the  "Lenders").

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

     2.1     The  Lenders have made or are making loans to Debtor (the "Loans").
It  is  beneficial  to  Debtor  that  the  Loans  were  made and are being made.

     2.2     The  Loans  are  evidenced  by certain convertible promissory notes
(each  a  "Convertible  Note")  issued  by  Debtor  on or about the date of this
Agreement  pursuant to subscription agreements (each a "Subscription Agreement")
to  which  Debtor  and Lenders are parties.  The Notes are further identified on
Schedule  A  hereto  and  were  and  will be executed by Debtor 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 Debtor and for
other  good  and  valuable consideration, and as security for the performance by
Debtor  of  its obligations under the Notes and as security for the repayment of
the  Loans and all other sums due from Debtor to Lenders arising under the Notes
presently  outstanding  or  to  be  outstanding  in  the  future,  Subscription
Agreements,  and  any  other  agreement  between  or  among them relating to the
foregoing  (collectively,  the  "Obligations"),  Debtor,  for  good and valuable
consideration,  receipt  of  which  is  acknowledged, has agreed to grant to the
Collateral  Agent,  for  the  benefit of the Lenders, a security interest in the
Collateral  (as  such  term is hereinafter defined), on the terms and conditions
hereinafter  set  forth.  Obligations  include all future advances by Lenders to
Debtor  advanced  on  a  pro rata basis by all Lenders on substantially the same
terms.

     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.

     2.5     The  following  defined  terms  which  are  defined  in the Uniform
Commercial  Code  in effect in the State of New York on the date hereof are used
herein  as  so  defined:  Accounts, Chattel Paper, Documents, Equipment, General
Intangibles,  Instruments,  Inventory  and  Proceeds.

3.     Grant  of  General  Security  Interest  in  Collateral.
       ------------------------------------------------------

3.1     As  security  for  the  Obligations  of Debtor, Debtor hereby grants the
Collateral  Agent,  for  the  benefit of the Lenders, a security interest in the
Collateral.

3.2     "Collateral"  shall  mean  all  of  the  following  property  of Debtor:

     (A)     All  now  owned and hereafter acquired right, title and interest of
Debtor  in, to and in respect of all Accounts, Goods, real or personal property,
all  present  and  future  books  and  records relating to the foregoing and all
products  and  Proceeds  of  the  foregoing,  and  as  set  forth  below:

     (i)     Accounts:  All  now  owned  and hereafter acquired right, title and
             ---------
interest  of  Debtor  in, to and in respect of all: Accounts, interests in goods
represented  by  Accounts, returned, reclaimed or repossessed goods with respect
thereto  and  rights  as  an  unpaid  vendor;  contract  rights;  Chattel Paper;
investment  property; General Intangibles (including but not limited to, tax and
duty  claims  and  refunds,  registered  and  unregistered  patents, trademarks,
service  marks,  certificates,  copyrights  trade  names,  applications  for the
foregoing,  trade  secrets,  goodwill, processes, drawings, blueprints, customer
lists,  licenses,  whether  as licensor or licensee, chooses in action and other
claims,  and  existing  and future leasehold interests in equipment, real estate
and  fixtures);  Documents; Instruments; letters of credit, bankers' acceptances
or  guaranties;  cash  moneys,  deposits;  securities,  bank  accounts,  deposit
accounts,  credits  and  other  property  now  or hereafter owned or held in any
capacity  by  Debtor, as well as its affiliates, agreements or property securing
or  relating  to  any  of  the  items  referred  to  above;

               (ii)     Goods:  All  now  owned  and  hereafter  acquired right,
                        ------
title  and interest of Debtor in, to and in respect of goods, including, but not
limited  to:

     (a)     All  Inventory,  wherever  located,  whether now owned or hereafter
acquired,  of whatever kind, nature or description, including all raw materials,
work-in-process, finished goods, and materials to be used or consumed in Debtor'
business;  finished  goods, timber cut or to be cut, oil, gas, hydrocarbons, and
minerals  extracted  or to be extracted, and all names or marks affixed to or to
be  affixed  thereto  for  purposes of selling same by the seller, manufacturer,
lessor  or licensor thereof and all Inventory which may be returned to Debtor by
its  customers  or  repossessed  by  Debtor  and all of Debtor' right, title and
interest in and to the foregoing (including all of Debtor' rights as a seller of
goods);

     (b)     All  Equipment and fixtures, wherever located, whether now owned or
hereafter  acquired,  including,  without  limitation,  all  machinery,  motor
vehicles,  furniture  and  fixtures,  and  any and all additions, substitutions,
replacements  (including  spare  parts),  and  accessions  thereof  and  thereto
(including,  but  not limited to Debtor' rights to acquire any of the foregoing,
whether  by  exercise  of  a  purchase  option  or  otherwise);

     (iii)     Property:  All  now owned and hereafter acquired right, title and
               ---------
interests of Debtor in, to and in respect of any real or other personal property
in  or  upon which Debtor has or may hereafter have a security interest, lien or
right  of  setoff;

          (iv)     Books  and Records:  All present and future books and records
                   -------------------
relating  to  any  of  the  above  including,  without  limitation, all computer
programs, printed output and computer readable data in the possession or control
of  the  Debtor,  any  computer  service  bureau  or  other  third  party;  and

          (v)     Products  and  Proceeds:  All  products  and  Proceeds  of the
                  ------------------------
foregoing  in whatever form and wherever located, including, without limitation,
all  insurance  proceeds  and  all  claims  against  third  parties  for loss or
destruction  of  or  damage  to  any  of  the  foregoing.

     (B)     All  now  owned and hereafter acquired right, title and interest of
Debtor  in,  to  and  in  respect  of  the  following:

     (i)     the  shares  of  stock,  partnership interests, member interests or
other  equity  interests at any time and from time to time acquired by Debtor of
any  and  all entities now or hereafter existing, all or a portion of such stock
or  other equity interests which are acquired by such entities at any time (such
entities,  together  with  the  existing  issuers, being hereinafter referred to
collectively  as  the "Pledged Issuers" and individually as a "Pledged Issuer"),
the  certificates  representing  such  shares,  partnership  interests,  member
interests  or  other  interests  all  options  and  other rights, contractual or
otherwise,  in  respect  thereof  and  all  dividends,  distributions,  cash,
instruments,  investment property and other property from time to time received,
receivable  or otherwise distributed in respect of or in exchange for any or all
of  such  shares,  partnership  interests,  member interests or other interests;

     (ii)     all  additional  shares  of  stock,  partnership interests, member
interests or other equity interests from time to time acquired by Debtor, of any
Pledged  Issuer,  the  certificates  representing  such  additional  shares, all
options  and  other rights, contractual or otherwise, in respect thereof and all
dividends,  distributions,  cash,  instruments,  investment  property  and other
property  from  time  to  time  received, receivable or otherwise distributed in
respect of or in exchange for any or all of such additional shares, interests or
equity;  and

(iii)     all  security  entitlements  of Debtor in, and all Proceeds of any and
all  of  the  foregoing in each case, whether now owned or hereafter acquired by
Debtor  and  howsoever  its  interest  therein  may  arise or appear (whether by
ownership,  security  interest,  lien,  claim  or  otherwise).

3.3     The  Collateral  Agent  is  hereby  specifically  authorized,  after the
Maturity Date (defined in the Notes) accelerated or otherwise, or after an Event
of Default (as defined herein) and the expiration of any applicable cure period,
to transfer any Collateral into the name of the Collateral Agent and to take any
and  all  action deemed advisable to the Collateral Agent to remove any transfer
restrictions  affecting  the  Collateral.

4.     Perfection  of  Security  Interest.
       ----------------------------------

     4.1     Debtor  shall  prepare, execute and deliver to the Collateral Agent
UCC-1  Financing  Statements.  The Collateral Agent is instructed to prepare and
file  at  Debtor's  cost and expense, financing statements in such jurisdictions
deemed  advisable  to the Collateral Agent, including but not limited to Nevada.
The  Financing  Statements  are deemed to have been filed for the benefit of the
Collateral  Agent  and  Lenders  identified  on  Schedule  A  hereto.

     4.2       All  other  certificates  and instruments constituting Collateral
from  time  to  time  required to be pledged to Collateral Agent pursuant to the
terms  hereof  (the  "Additional  Collateral")  shall be delivered to Collateral
Agent  promptly  upon  receipt  thereof  by  or  on  behalf of Debtor.  All such
certificates  and  instruments shall be held by or on behalf of Collateral Agent
pursuant  hereto  and  shall  be  delivered  in  suitable  form  for transfer by
delivery,  or  shall  be accompanied by duly executed instruments of transfer or
assignment  or undated stock powers executed in blank, all in form and substance
satisfactory  to Collateral Agent.  If any Collateral consists of uncertificated
securities,  unless  the  immediately  following sentence is applicable thereto,
Debtor  shall  cause  Collateral  Agent  (or  its  custodian,  nominee  or other
designee)  to become the registered holder thereof, or cause each issuer of such
securities  to  agree  that  it  will  comply  with  instructions  originated by
Collateral  Agent  with  respect  to  such securities without further consent by
Debtor.  If  any  Collateral  consists  of  security  entitlements, Debtor shall
transfer  such  security  entitlements  to  Collateral  Agent (or its custodian,
nominee  or  other  designee) or cause the applicable securities intermediary to
agree  that  it  will comply with entitlement orders by Collateral Agent without
further  consent  by  Debtor.

     4.3     Within  five (5) days after the receipt by Debtor of any Additional
Collateral,  a  Pledge  Amendment, duly executed by Debtor, in substantially the
form  of Annex I hereto (a "Pledge Amendment"), shall be delivered to Collateral
Agent  in  respect  of  the Additional Collateral to be pledged pursuant to this
Agreement.  Debtor  hereby  authorizes  Collateral  Agent  to attach each Pledge
Amendment  to  this  Agreement  and  agrees that all certificates or instruments
listed  on  any  Pledge  Amendment  delivered  to Collateral Agent shall for all
purposes  hereunder  constitute  Collateral.

     4.4     If  Debtor  shall receive, by virtue of Debtor being or having been
an  owner  of  any  Collateral,  any  (i)  stock certificate (including, without
limitation,  any  certificate  representing  a stock dividend or distribution in
connection  with any increase or reduction of capital, reclassification, merger,
consolidation,  sale  of assets, combination of shares, stock split, spin-off or
split-off),  promissory  note or other instrument, (ii) option or right, whether
as  an  addition  to,  substitution  for, or in exchange for, any Collateral, or
otherwise,  (iii)  dividends payable in cash (except such dividends permitted to
be  retained by Debtor pursuant to Section 5.2 hereof) or in securities or other
property  or  (iv) dividends or other distributions in connection with a partial
or  total  liquidation  or  dissolution  or  in  connection  with a reduction of
capital,  capital  surplus  or  paid-in surplus, Debtor shall receive such stock
certificate, promissory note, instrument, option, right, payment or distribution
in  trust  for the benefit of Collateral Agent, shall segregate it from Debtor's
other  property and shall deliver it forthwith to Collateral Agent, in the exact
form  received,  with  any necessary endorsement and/or appropriate stock powers
duly  executed  in  blank,  to  be held by Collateral Agent as Collateral and as
further  collateral  security  for  the  Obligations.

5.     Distribution  on  Liquidation.
       -----------------------------

     5.1     If any sum is paid as a liquidating distribution on or with respect
to  the  Collateral,  Debtor  shall  deliver  same to the Collateral Agent to be
applied  to  the  Obligations,  then  due,  in  accordance with the terms of the
Convertible  Notes.

     5.2     So long as no Event of Default exists, Debtor shall be entitled (i)
to  exercise all voting power pertaining to any of the Collateral, provided such
exercise is not contrary to the interests of the Lenders and does not impair the
Collateral  and  (ii)  may  receive  and  retain any and all dividends, interest
payments  or  other  distributions  paid  in  respect  of  the  Collateral.

5.3.     Upon the occurrence and during the continuation of an Event of Default,
all  rights  of  Debtor,  upon notice given by Collateral Agent, to exercise the
voting  power  and  receive  payments,  which  it would otherwise be entitled to
pursuant  to Section 5.2, shall cease and all such rights shall thereupon become
vested  in  Collateral  Agent,  which  shall  thereupon  have  the sole right to
exercise  such  voting  power  and  receive  such  payments.

5.4     All  dividends,  distributions,  interest  and  other payments which are
received  by  Debtor contrary to the provisions of Section 5.3 shall be received
in  trust  for  the  benefit of Collateral Agent, shall be segregated from other
funds  of  Debtor,  and  shall  be  forthwith  paid  over to Collateral Agent as
Collateral  in  the  exact  form  received with any necessary endorsement and/or
appropriate  stock powers duly executed in blank, to be held by Collateral Agent
as  Collateral  and  as  further  collateral  security  for  the  Obligations.

6.     Further  Action  By  Debtor;  Covenants  and  Warranties.
       --------------------------------------------------------

     6.1     Collateral  Agent  at  all  times  shall  have a perfected security
interest in the Collateral.  Subject to the security interests described herein,
Debtor  has and will continue to have full title to the Collateral free from any
liens,  leases,  encumbrances,  judgments  or  other claims.  Collateral Agent's
security  interest in the Collateral constitutes and will continue to constitute
a  first, prior and indefeasible security interest in favor of Collateral Agent.
Debtor  will  do  all acts and things, and will execute and file all instruments
(including,  but  not  limited  to,  security  agreements, financing statements,
continuation  statements,  etc.)  reasonably  requested  by  Collateral Agent to
establish,  maintain  and continue the perfected security interest of Collateral
Agent in the Collateral, and will promptly on demand, pay all costs and expenses
of  filing  and recording, including the costs of any searches reasonably deemed
necessary  by  Collateral Agent from time to time to establish and determine the
validity  and  the  continuing  priority  of the security interest of Collateral
Agent,  and  also  pay  all  other  claims  and  charges that, in the opinion of
Collateral  Agent,  exercised in good faith, are reasonably likely to materially
prejudice,  imperil  or otherwise affect the Collateral or Collateral Agent's or
Lenders'  security  interests  therein.

     6.2     Other  than  in  the  ordinary  course  of business, and except for
Collateral which is substituted by assets of identical or greater value or which
has  become  obsolete  or  is of inconsequential in value, Debtor will not sell,
transfer, assign or pledge those items of Collateral (or allow any such items to
be sold, transferred, assigned or pledged), without the prior written consent of
Collateral  Agent  other  than  a  transfer  of the Collateral to a wholly-owned
subsidiary  on  prior  notice  to  Collateral Agent, and provided the Collateral
remains subject to the security interest herein described.  Although Proceeds of
Collateral  are  covered  by this Agreement, this shall not be construed to mean
that Collateral Agent consents to any sale of the Collateral, except as provided
herein.  Sales of Collateral in the ordinary course of business shall be free of
the security interest of Lenders and Collateral Agent and Lenders and Collateral
Agent  shall  promptly  execute  such  documents  (including  without limitation
releases and termination statements) as may be required by Debtor to evidence or
effectuate  the  same.

     6.3     Debtor  will,  at  all reasonable times and upon reasonable notice,
allow  Collateral  Agent  or its representatives free and complete access to the
Collateral  and  all  of  Debtor's  records  which  in  any  way  relate  to the
Collateral,  for  such inspection and examination as Collateral Agent reasonably
deems  necessary.

     6.4     Debtor,  at its sole cost and expense, will protect and defend this
Security Agreement, all of the rights of Collateral Agent and Lenders hereunder,
and  the  Collateral  against  the  claims  and  demands  of  all other persons.

     6.5     Debtor will promptly notify Collateral Agent of any levy, distraint
or  other  seizure  by legal process or otherwise of any part of the Collateral,
and  of any threatened or filed claims or proceedings that are reasonably likely
to  affect  or  impair any of the rights of Collateral Agent under this Security
Agreement  in  any  material  respect.

     6.6     Debtor,  at  its  own  expense,  will  obtain and maintain in force
insurance  policies covering losses or damage to those items of Collateral which
constitute physical personal property.  The insurance policies to be obtained by
Debtor  shall  be in form and amounts reasonably acceptable to Collateral Agent.
Debtor  shall make the Collateral Agent first a loss payee thereon to the extent
of its interest in the Collateral. Collateral Agent is hereby irrevocably (until
the  Obligations are paid in full) appointed Debtor' attorney-in-fact to endorse
any  check  or  draft that may be payable to Debtor so that Collateral Agent may
collect the proceeds payable for any loss under such insurance.  The proceeds of
such insurance (subject to the rights of senior secured parties), less any costs
and  expenses  incurred  or  paid by Collateral Agent in the collection thereof,
shall  be  applied  either  toward  the cost of the repair or replacement of the
items damaged or destroyed, or on account of any sums secured hereby, whether or
not  then  due  or  payable.

     6.7     Collateral  Agent may, at its option, and without any obligation to
do  so,  pay,  perform  and  discharge  any and all amounts, costs, expenses and
liabilities  herein  agreed  to  be  paid or performed by Debtor.  Upon Debtor's
                                                                               =
failure  to  do  so,  all amounts expended by Collateral Agent in so doing shall
become  part of the Obligations secured hereby, and shall be immediately due and
payable by Debtor to Collateral Agent upon demand and shall bear interest at the
lesser  of  15%  per  annum  or  the highest legal amount from the dates of such
expenditures  until  paid.

6.8     Upon  the  written  request  of Collateral Agent, Debtor will furnish to
Collateral  Agent  within  five (5) business days thereafter, or to any proposed
assignee  of  this  Security  Agreement,  a written statement in form reasonably
satisfactory  to  Collateral  Agent, duly acknowledged, certifying the amount of
the  principal  and interest and any other sum then owing under the Obligations,
whether  to  its  knowledge  any  claims,  offsets or defenses exist against the
Obligations  or  against  this  Security  Agreement,  or  any  of  the terms and
provisions  of  any  other  agreement  of  Debtor  securing the Obligations.  In
connection  with  any assignment by Collateral Agent of this Security Agreement,
Debtor  hereby  agrees  to  cause  the  insurance policies required hereby to be
carried  by  Debtor,  if  any, to be endorsed in form satisfactory to Collateral
Agent  or to such assignee, with loss payable clauses in favor of such assignee,
and  to  cause  such endorsements to be delivered to Collateral Agent within ten
(10)  calendar  days  after  written  request  therefor  by  Collateral  Agent.

     6.9     Debtor  will,  at  its  own  expense,  make,  execute,  endorse,
acknowledge,  file and/or deliver to the Collateral Agent from time to time such
vouchers,  invoices, schedules, confirmatory assignments, conveyances, financing
statements, transfer endorsements, powers of attorney, certificates, reports and
other  reasonable  assurances  or instruments and take further steps relating to
the  Collateral  and  other  property or rights covered by the security interest
hereby  granted,  as  the Collateral Agent may reasonably require to perfect its
security  interest  hereunder.

     6.10     Debtor  represents  and  warrants  that  it is the true and lawful
exclusive owner of the Collateral, free and clear of any liens and encumbrances.

     6.11     Debtor  hereby  agrees not to divest itself of any right under the
Collateral  except  as  permitted  herein  absent  prior written approval of the
Collateral  Agent,  except  to  a subsidiary organized and located in the United
States  on  prior  notice  to  Collateral  Agent provided the Collateral remains
subject  to  the  security  interest  herein  described.

     6.12     Debtor  shall  cause each Subsidiary of Debtor not in existence on
the  date  hereof to execute and deliver to Collateral Agent promptly and in any
event  within  10  days  after  the  formation,  acquisition or change in status
thereof  (A)  a  guaranty  guaranteeing  the  Obligations and (B) a security and
pledge  agreement  substantially in the form of this Agreement together with (x)
certificates  evidencing  all  of  the capital stock of any entity owned by such
Subsidiary,  (y)  undated  stock  powers  executed  in  blank  with  signature
guaranteed,  and  (z)  such opinion of counsel and such approving certificate of
such  Subsidiary  as  Collateral  Agent  may  reasonably  request  in respect of
complying  with  any legend on any such certificate or any other matter relating
to  such  shares  and  (E)  such other agreements, instruments, approvals, legal
opinions or other documents reasonably requested by Collateral Agent in order to
create,  perfect,  establish the first priority of or otherwise protect any lien
purported  to  be covered by any such pledge and security agreement or otherwise
to  effect  the  intent  that  all  property and assets of such Subsidiary shall
become  Collateral  for  the  Obligations.  For  purposes  of  this  Agreement,
"Subsidiary"  means,  with  respect  to any entity at any date, any corporation,
        ---
limited  or  general  partnership,  limited  liability  company,  trust, estate,
association,  joint  venture or other business entity) of which more than 50% of
(A)  the  outstanding  capital  stock  having  (in the absence of contingencies)
ordinary  voting  power  to  elect a majority of the board of directors or other
managing  body  of  such  entity,  (B)  in  the case of a partnership or limited
liability company, the interest in the capital or profits of such partnership or
limited  liability  company  or (C) in the case of a trust, estate, association,
joint  venture  or  other entity, the beneficial interest in such trust, estate,
association  or other entity business is, at the time of determination, owned or
controlled  directly  or  indirectly through one or more intermediaries, by such
entity.

7.     Power  of  Attorney.
       -------------------

     After  the  occurrence  and  during the uncured continuation of an Event of
Default as defined in Section 9 below, Debtor hereby irrevocably constitutes and
appoints  the  Collateral  Agent as the true and lawful attorney of Debtor, with
full  power of substitution, in the place and stead of Debtor and in the name of
Debtor  or  otherwise, at any time or times, in the discretion of the Collateral
Agent,  to  take  any action and to execute any instrument or document which the
Collateral  Agent  may deem necessary or advisable to accomplish the purposes of
this  Agreement.  This  power  of  attorney  is  coupled with an interest and is
irrevocable  until  the  Obligations  are  satisfied.

8.     Performance  By  The  Collateral  Agent.
       ---------------------------------------

     If  Debtor  fails  to  perform  any  material  covenant, agreement, duty or
obligation  of  Debtor under this Agreement, the Collateral Agent may, after any
applicable  cure  period, at any time or times in its discretion, take action to
effect  performance  of  such  obligation.  All  reasonable  expenses  of  the
Collateral  Agent  incurred in connection with the foregoing authorization shall
be  payable  by  Debtor  as provided in Paragraph 12.1 hereof.  No discretionary
right,  remedy  or  power granted to the Collateral Agent under any part of this
Agreement  shall be deemed to impose any obligation whatsoever on the Collateral
Agent  with  respect  thereto, such rights, remedies and powers being solely for
the  protection  of  the  Collateral  Agent.

9.     Event  of  Default.
       ------------------

     An  event  of default ("Event of Default") shall be deemed to have occurred
hereunder  upon  the occurrence of any event of default as defined and described
in this Agreement, in the Notes, Subscription Agreement, and any other agreement
to which Debtor and a Lender are parties.   Upon and after any Event of Default,
after  the  applicable  cure period, if any, any or all of the Obligations shall
become  immediately  due  and payable at the option of the Collateral Agent, for
the  benefit  of the Lenders, and the Collateral Agent may dispose of Collateral
as  provided  below.  A  default  by  Debtor  of any of its material obligations
pursuant  to  this Agreement shall be an Event of Default hereunder and an event
of  default  as  defined  in  the  Notes,  and  Subscription  Agreement.

10.     Disposition  of  Collateral.
        ---------------------------

     Upon  and  after  any  Event  of  Default  which  is  then  continuing,

     10.1     The  Collateral Agent may exercise its rights with respect to each
and  every  component  of the Collateral, without regard to the existence of any
other  security  or source of payment for the Obligations.  In addition to other
rights  and  remedies  provided  for  herein  or  otherwise available to it, the
Collateral  Agent  shall  have  all  of  the  rights and remedies of a lender on
default  under  the  Uniform  Commercial Code then in effect in the State of New
York.

     10.2     If  any  notice  to  Debtor  of  the  sale or other disposition of
Collateral  is  required  by  then  applicable law, five business (5) days prior
written  notice  (which Debtor agrees is reasonable notice within the meaning of
Section 9.612(a) of the Uniform Commercial Code) shall be given to Debtor of the
time  and  place  of any sale of Collateral which Debtor hereby agrees may be by
private sale.  The rights granted in this Section are in addition to any and all
rights  available  to  Collateral  Agent  under  the  Uniform  Commercial  Code.

     10.3     The  Collateral  Agent  is  authorized,  at  any such sale, if the
Collateral  Agent  deems  it  advisable  to  do  so, in order to comply with any
applicable securities laws, to restrict the prospective bidders or purchasers to
persons  who  will  represent  and  agree,  among  other  things,  that they are
purchasing  the  Collateral for their own account for investment, and not with a
view  to  the distribution or resale thereof, or otherwise to restrict such sale
in  such  other  manner  as  the Collateral Agent deems advisable to ensure such
compliance.  Sales  made  subject  to  such restrictions shall be deemed to have
been  made  in  a  commercially  reasonable  manner.

     10.4     All  proceeds  received by the Collateral Agent for the benefit of
the  Lenders  in  respect  of  any  sale,  collection  or  other  enforcement or
disposition  of  Collateral,  shall  be  applied (after deduction of any amounts
payable  to  the Collateral Agent pursuant to Paragraph 12.1 hereof) against the
Obligations  pro  rata among the Lenders in proportion to their interests in the
Obligations.   Upon payment in full of all Obligations, Debtor shall be entitled
to  the  return  of  all  Collateral, including cash, which has not been used or
applied  toward  the  payment  of  Obligations or used or applied to any and all
costs  or  expenses  of  the  Collateral  Agent  incurred in connection with the
liquidation  of  the  Collateral  (unless  another  person  is  legally entitled
thereto).  Any  assignment of Collateral by the Collateral Agent to Debtor shall
be  without  representation  or  warranty  of  any  nature whatsoever and wholly
without  recourse.  To  the  extent allowed by law, each Lender may purchase the
Collateral  and pay for such purchase by offsetting up to such Lender's pro rata
portion  of  the  purchase price with sums owed to such Lender by Debtor arising
under  the  Obligations  or  any  other  source.

     10.5     The  foregoing notwithstanding upon any payment or distribution of
assets  of  the  Debtor of any kind or character whether in cash or property, to
creditors  upon any dissolution or winding up or total or partial liquidation or
reorganization of the Debtor, whether voluntary or involuntary or in bankruptcy,
insolvency,  receivership  or  other proceedings, then and in any such event all
principal,  premium and interest and all other amounts due or to become due upon
all  Senior  Lender's obligations shall first be paid in full before the Lenders
shall  be entitled to retain any assets so paid or distributed in respect of the
Obligations  (whether  for  principal, premium, interest or otherwise except for
payments  of  principal,  interest, Liquidated Damages, fees and expenses or any
other  payments  in accordance with the terms of the Transaction Documents), and
upon  any  such  dissolution or winding up or liquidation or reorganization, any
payment  or  distribution  of  assets  of  the  Debtor of any kind or character,
whether in cash, property or securities, to which the Lenders would be entitled,
except  as  otherwise provided herein, shall be paid to the Senior Lender by the
Debtor  or by any receiver, trustee in bankruptcy, liquidating trustee, agent or
other  person making such payment or distribution, or by the Lenders if received
by  them.

11.     Waiver of Automatic Stay.   Debtor acknowledges and agrees that should a
        ------------------------
proceeding  under  any  bankruptcy  or insolvency law be commenced by or against
Debtor,  or if any of the Collateral should become the subject of any bankruptcy
or insolvency proceeding, then the Collateral Agent should be entitled to, among
other  relief to which the Collateral Agent or Lenders may be entitled under the
Note,  Subscription  Agreement  and  any  other  agreement  to which the Debtor,
Lenders  or Collateral Agent are parties, (collectively "Loan Documents") and/or
applicable  law,  an  order  from  the  court granting immediate relief from the
automatic  stay pursuant to 11 U.S.C. Section 362 to permit the Collateral Agent
to exercise all of its rights and remedies pursuant to the Loan Documents and/or
applicable  law.

12.     Miscellaneous.
        -------------

     12.1     Expenses.  Debtor  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)  sale,  collection or other enforcement or
disposition  of  Collateral;  (b)  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  upon  breach  or threatened breach; or (c) failure by
Debtor  to  perform  and observe any agreements of Debtor contained herein which
are  performed  by  the  Collateral  Agent.

     12.2     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
Debtor  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.

     12.3     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  Debtor:
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.

     12.4     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  Debtor,  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  Debtor  to  the  Collateral Agent and Lenders in the Loan
Documents  and  other agreements and documents delivered in connection therewith
are  deemed  granted  to  both  the  Collateral  Agent  and  Lenders.

     12.5     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.

     12.6     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  conflicts  of  lawsprinciples  that  would  result  in  the
application  of  the  substantive  laws  of  another jurisdiction, 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 Debtor with respect to this Agreement may be
brought  in  the courts in 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,
Debtor  hereby  irrevocably  accepts  for itself and in respect of its property,
generally and unconditionally, the jurisdiction of the aforesaid courts.  Debtor
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.

     12.7     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.

     12.8     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 Security
Agreement,  as  of  the  date  first  written  above.

"DEBTOR"                              "THE  COLLATERAL  AGENT"
FTS  GROUP  INC.                         BARBARA  R.  MITTMAN
a  Nevada  corporation


By:  _____________________________________

Its:  _____________________________________


                                   "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 Security Agreement may be signed by facsimile signature and
                 delivered by confirmed facsimile transmission.

<PAGE>
                                     ------
                                     ANNEX I
                                       TO
                               SECURITY AGREEMENT
                                PLEDGE AMENDMENT
                                ----------------
     This  Pledge  Amendment,  dated _________ __ 200_, is delivered pursuant to
Section 4.3 of the Security Agreement referred to below.  The undersigned hereby
agrees  that  this  Pledge  Amendment may be attached to the Security Agreement,
dated  December  ___,  2005,  as it may heretofore have been or hereafter may be
amended, restated, supplemented or otherwise modified from time to time and that
the  shares listed on this Pledge Amendment shall be hereby pledged and assigned
to  Collateral  Agent  and  become  part  of  the Collateral referred to in such
Security  Agreement  and shall secure all of the Obligations referred to in such
Security  Agreement.

     Number          Certificate
Name  of  Issuer     of  Shares     Class     Number(s)
----------------     ----------     -----     ---------
FTS  WIRELESS  INC.











FTS  GROUP  INC.


By:     _____________________________________