Exhibit 10.1

THIS  NOTE  AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS NOTE AND THE
COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR
SALE,  PLEDGED  OR  HYPOTHECATED  IN  THE  ABSENCE  OF AN EFFECTIVE REGISTRATION
STATEMENT  AS  TO  THIS  NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY
SATISFACTORY  TO  FTS  GROUP  INC.  THAT  SUCH  REGISTRATION  IS  NOT  REQUIRED.

Principal  $_______________                    Issue  Date: December  ___,  2005

                       SECURED CONVERTIBLE PROMISSORY NOTE
                       -----------------------------------

     FOR  VALUE  RECEIVED,  FTS  GROUP  INC.,  a Nevada corporation (hereinafter
called  "Borrower"), hereby promises to pay to ALPHA CAPITAL AKTIENGESELLSCHAFT,
Pradafant  7,  9490  Furstentums, Vaduz, Lichtenstein, Fax: 011-42-32323196 (the
"Holder")  or its registered assigns or successors in interest or order, without
demand,  the  sum  of ________________________ Dollars ($__________) ("Principal
Amount"),  with  unpaid  interest  thereon,  on  March  ___, 2007 (the "Maturity
Date"),  if  not  sooner  paid.

This  Note  has  been  entered  into  pursuant  to  the  terms of a subscription
agreement  between the Borrower and the Holder, dated of even date herewith (the
"Subscription  Agreement"),  and  shall  be  governed  by  the  terms  of  such
Subscription  Agreement.  Unless  otherwise  separately  defined  herein,  all
capitalized  terms used in this Note shall have the same meaning as is set forth
in  the  Subscription  Agreement.  The following terms shall apply to this Note:

                                    ARTICLE I

                             INTEREST; AMORTIZATION
                                     =

      1.1.     Minimum  Monthly Principal Payments.   Amortizing payments of the
               -----------------------------------
outstanding  Principal  Amount  and  interest of this Note shall commence on the
earlier  of  the  Actual  Effective  Date (as defined in Section 11.1(iv) of the
Subscription Agreement), or the ninety-first (91st) day after the Issue Date and
on  the  same  day  of each month thereafter (each a "Repayment Date") until the
Principal  Amount  has been repaid in full, whether by the payment of cash or by
the conversion of such principal into Common Stock pursuant to the terms hereof.
Subject to Section 2.1 and Article 3 below, on each Repayment Date, the Borrower
shall  make  payments  to  the  Holder equal to the initial Principal Amount the
quotient  of the number of days from the first Repayment Date until the Maturity
Date  divided  by 30, together with any other amounts which are then owing under
this  Note  that  have  not  been paid (collectively, the "Monthly Amount").  In
addition to the regular payment of the Monthly Amount, additional payments (each
an "Interim Payment") will be required to be made at the written election of the
Holder  (a  form  of  which  is  annexed  hereto) for each and every day (each a
"Determination  Date")  the  total  reported  dollar  volume of the Common Stock
exceeds  $100,000  ("Liquidity  Benchmark").  The amount of each Interim Payment
will  be determined by multiplying the Fixed Principal Portion by a fraction the
numerator  of which is the total reported dollar volume of the Common Stock on a
Determination Date and the denominator of which is the Liquidity Benchmark.  The
Holder must give written notice to the Borrower within two business days after a
Determination  Date of Holder's election to receive an Interim Payment.  If such
notice  is  given,  the Holder may elect to receive and the Borrower must pay or
deliver  either  (i) cash on the third business day following the date notice is
given,  or (ii) Common Stock valued at eighty-five percent (85%) of the weighted
average  volume  price of the Common Stock using the AQR function as reported by
Bloomberg  L.P. ("VWAP") for the five (5) trading days preceding the date notice
is  given  by  the  Holder  of the demand for an Interim Payment.  If the Holder
elects  to  receive Common Stock in satisfaction of an Interim Payment, then the
date  of  the  Holder's  notice shall be deemed a Conversion Date and the Common
Stock  must  be  delivered  in  the same manner and under the same conditions as
required  in  connection  with  a Notice of Conversion.  All payments of cash or
amounts  converted  into  Common  Stock  pursuant  to this Note by the Holder or
Borrower  shall  be  applied  first  against  outstanding fees and damages, then
accrued  interest  on  the Principal Amount and then to Principal Amounts of not
yet  due  Monthly  Amounts,  commencing with the Monthly Amount next payable and
then  Monthly  Amounts thereafter in reverse chronological order.  Any Principal
Amount,  interest and any other sum arising under the Transaction Documents that
remains  outstanding  on  the  Maturity  Date  shall  be  due and payable on the
Maturity  Date.

                                       1
<PAGE>
     1.2.     Default  Interest  Rate.  Following  the occurrence and during the
              -----------------------
pendency  of  an  Event  of  Default, which, if susceptible to cure is not cured
within  twenty (20) days, otherwise then from the first date of such occurrence,
the  annual  interest  rate  on  this  Note  shall  (subject  to  Section  6.7)
automatically  be  fifteen  percent (15%) compound interest, and all outstanding
obligations under this Note shall accrue interest from the date of such Event of
Default at such interest rate applicable to such obligations until such Event of
Default  is  cured  or  waived.

                                   ARTICLE II

                              CONVERSION REPAYMENT

     2.1.     Payment  of  Monthly  Amount  in  Cash or CommonStock.  Subject to
              ------------------------------------------------
Section  3.2  hereof,  the  Borrower,  at the Borrower's election, shall pay the
Monthly  Amount  (i) in cash within three (3) business days after the applicable
Repayment Date, or (ii) in registered Common Stock at an applied conversion rate
equal to the lesser of (A) the Fixed Conversion Price (as defined in Section 3.1
hereof),  or  (B) eighty-five percent (85%) of the weighted average volume price
of  the  Common  Stock using the AQR function as reported by Bloomberg, L.P. for
the  Principal  Market  ("VWAP")  for  the  five (5) trading days preceding such
Repayment  Date ("Alternate Price") (as such amount may be adjusted as described
herein).  The  Borrower  must  send notice to the Holder by confirmed telecopier
not later than 3:00 PM, New York City time on the eleventh Trading Day preceding
a  Repayment  Date  notifying  Holder  of Borrower's election to pay the Monthly
Redemption  Amount  in  cash  or stock.  The Notice must state the amount of the
Monthly Redemption Amount and include supporting calculations.  Elections by the
Borrower must be made to all Holders of Notes similar to this Note in proportion
to the relative Note principal held by such Note Holders.  If such notice is not
timely  sent  or  if the Monthly Redemption Amount is not timely delivered or if
the Borrower elects to pay the Monthly Redemption Amount with Common Stock, then
Holder  shall have the right, instead of the Company, to elect in writing within
three  trading  days prior to the applicable Repayment Date or required Delivery
Date, as the case may be whether to be paid in cash or Common Stock or defer the
cash payment of the relevant Monthly Redemption Amount until three business days
after  demand  therefore  by  the  Holder.  Such  Holder's election shall not be
construed  to  be  a  waiver  of  any default by Borrower relating to non-timely
compliance  by Borrower with any of its obligations under this Note.   Shares of
Common  Stock  must be delivered to the Holder not later than three (3) business
days  after  the  applicable  Repayment  Date.  If the Company elects to pay the
Monthly Amount in cash or if the payment of an Interim Payment is required to be
made  with cash, then such payment must include an additional amount equal to 3%
of  the  principal  portion  of  the Monthly Amount.  Whichever of the Principal
Market  or  such  other  principal  market or exchange where the Common Stock is
listed  or  traded  is  the  principal trading exchange or market for the Common
Stock  is  the  Principal  Market.

     2.2.     No  Effective  Registration.   Notwithstanding  anything  to  the
              ---------------------------
contrary  herein,  no  amount  payable  hereunder may be paid in shares ofCommon
                                                              ============
Stock  by  the  Borrower  without  the Holder's consent unless (a) either (i) an
effective  current Registration Statement covering the shares of Common Stock to
be  issued in satisfaction of such obligations exists, or (ii) an exemption from
registration  of  the  Common  Stock is available pursuant to Rule 144(k) of the
Securities  Act,  and (b) an Event of Default (or an event that with the passage
of  time  or  the  giving  of  notice  could  become an Event of Default) is not
continuing  or  was  not  extant  during  the  prior  twenty business days, then
commencing  after  the  date  the  Registration  Statement  described in Section
11.1(iv)  of  the  Subscription  Agreement  has been declared effective ("Actual
Effective  Date")  is not extent or  waived in writing by the Holder in whole or
in  part  at  the  Holder's  option.

                                       2
<PAGE>
                                   ARTICLE III

                                CONVERSION RIGHTS

     3.1.     Holder's  Conversion  Rights.   Subject  to  Section  3.2  and the
              ----------------------------
mandatory  conversion  provisions  therein, the Holder shall have the right, but
not  the  obligation,  to  convert  all  or  any  portion  of the then aggregate
outstanding  Principal  Amount of this Note, together with interest and fees due
hereon,  and  any sum arising under the Transaction Documents, including but not
limited to Liquidated Damages, into shares of Common Stock, subject to the terms
and  conditions set forth in this Article III at the rate equal to $0.04 ("Fixed
Conversion  Price")  as  same  may  be  adjusted  pursuant  to this Note and the
Subscription  Agreement.  The  Holder may exercise such right by delivery to the
Borrower  of  a  written  Notice  of  Conversion  pursuant  to  Section  3.3.

     3.2.     Conversion Limitation.   Notwithstanding anything contained herein
              ---------------------
to  the  contrary,  the  Holder shall not be entitled to convert pursuant to the
terms  of  this  Note nor may this Note be converted in whole or in part into an
amount  of  Common  Stock  that  would be convertible into that number of Common
Stock  which  would exceed the difference between the number of shares of Common
Stock  beneficially  owned by such Holder and 4.99% of the outstanding shares of
Common Stock. For the purposes of the immediately preceding sentence, beneficial
ownership  shall  be determined in accordance with Section 13(d) of the Exchange
Act  and  Regulation  13d-3  thereunder.  The  foregoing  limitation  shall  be
calculated  as  of  each Conversion Date.  Aggregate conversions over time shall
not  be  limited to 4.99%.  The Holder may waive the Conversion Share limitation
described in this Section 3.2, in whole or in part, upon 61 days prior notice to
the  Borrower.  The  Holder  may  allocate  which  of the equity of the Borrower
deemed  beneficially  owned  by the Holder shall be included in the 4.99% amount
described  above  and  which  shall be allocated to the excess above 4.99%.  The
Holder  is  solely  responsible  for  determining  its  beneficial  ownership.

     3.3.     Mechanics  of  Holder's  Conversion.
              -----------------------------------

          (a)     In  the  event  that  the Holder elects to convert any amounts
outstanding  under  this Note into Common Stock, the Holder shall give notice of
such  election  by  delivering an executed and completed notice of conversion (a
"Notice  of  Conversion")  to  the  Borrower,  which  Notice of Conversion shall
provide  a  breakdown  in  reasonable  detail  of  the Principal Amount, accrued
interest  and  amounts being converted.  The original Note is not required to be
surrendered  to  the  Borrower until all sums due under the Note have been paid.
On  each  Conversion  Date  (as  hereinafter defined) and in accordance with its
Notice  of  Conversion,  the  Holder shall make the appropriate reduction to the
Principal  Amount,  accrued  interest  and fees as entered in its records.  Each
date  on which a Notice of Conversion is delivered or telecopied to the Borrower
in  accordance with the provisions hereof shall be deemed a "Conversion Date." A
form  of  Notice of Conversion to be employed by the Holder is annexed hereto as
Exhibit  A.

                                       3
<PAGE>
          (b)     Pursuant  to the terms of a Notice of Conversion, the Borrower
will  issue  instructions  to  the  transfer  agent accompanied by an opinion of
counsel,  if  so  required  by  the  Borrower's  transfer  agent, within two (2)
                                                                         ======
business  days  after  the  date  of  the  delivery to Borrower of the Notice of
          ====
Conversion  and  shall  cause  the  transfer  agent to transmit the certificates
representing the Conversion Shares to the Holder by crediting the account of the
Holder's designated broker with the Depository Trust Corporation ("DTC") through
its  Deposit  Withdrawal  Agent  Commission  ("DWAC")  system  within  three (3)
business  days  after  receipt  by the Borrower of the Notice of Conversion (the
"Delivery Date"). In the case of the exercise of the conversion rights set forth
herein  the  conversion privilege shall be deemed to have been exercised and the
Conversion  Shares  issuable  upon  such conversion shall be deemed to have been
issued upon the date of receipt by the Borrower of the Notice of Conversion. The
Holder  shall be treated for all purposes as the record holder of such shares of
Common  Stock,  unless  the Holder provides the Borrower written instructions to
the  contrary.Notwithstanding the foregoing to the contrary, the Borrower or its
transfer  agent  shall  only be obligated to issue and deliver the shares to the
DTC  on  the  Holder's  behalf  via  DWAC  (or  certificates free of restrictive
legends) if the registration statement providing for the resale of the shares of
Common  Stock  issuable  upon  the  conversion of this Note is effective and the
Holder  has  complied with all applicable securities laws in connection with the
sale of the Common Stock, including, without limitation, the prospectus delivery
requirements.  In  the  event  that Conversion Shares cannot be delivered to the
Holder  via  DWAC, the Borrower shall deliver physical certificates representing
the  Conversion  Shares  by  the  Delivery  Date.

     3.4.     Conversion  Calculations  and  Adjustments.
              ------------------------------------------

          (a)     The  number  of  shares of Common Stock to be issued upon each
conversion  of  this  Note  pursuant  to this Article III shall be determined by
dividing  that  portion  of  the  Principal  Amount  and interest and fees to be
converted,  if  any,  by  the  then  applicable  Fixed  Conversion  Price.

     (b)     The  Fixed  Conversion Price and number and kind of shares or other
securities to be issued upon conversion shall be subject to adjustment from time
to time upon the happening of certain events while this conversion right remains
outstanding,  as  follows:

     A.     Merger,  Sale  of  Assets,  etc.  If  the Borrower at any time shall
consolidate  with  or  merge into or sell or convey all or substantially all its
assets  to  any other corporation, this Note, as to the unpaid principal portion
thereof and accrued interest thereon, shall thereafter be deemed to evidence the
right  to  purchase  such  number  and  kind  of  shares or other securities and
property  as  would  have  been  issuable  or  distributable  on account of such
consolidation,  merger,  sale  or  conveyance,  upon  or  with  respect  to  the
securities subject to the conversion or purchase right immediately prior to such
consolidation,  merger,  sale  or  conveyance.  The  foregoing  provision  shall
similarly  apply  to  successive  transactions  of  a similar nature by any such
successor  or  purchaser.  Without limiting the generality of the foregoing, the
anti-dilution  provisions of this Section shall apply to such securities of such
successor or purchaser after any such consolidation, merger, sale or conveyance.

     B.     Reclassification,  etc.  If  the  Borrower  at  any  time  shall, by
reclassification  or  otherwise,  change  the  Common  Stock  into the same or a
different  number  of  securities  of any class or classes, this Note, as to the
unpaid  principal portion thereof and accrued interest thereon, shall thereafter
be  deemed  to  evidence  the  right  to  purchase  an  adjusted  number of such
securities  and  kind of securities as would have been issuable as the result of
such  change  with  respect  to  the  Common  Stock  immediately  prior  to such
reclassification  or  other  change.

                                       4
<PAGE>
C.     Stock  Splits, Combinations and Dividends.  If the shares of Common Stock
are  subdivided or combined into a greater or smaller number of shares of Common
Stock,  or  if a dividend is paid on the Common Stock in shares of Common Stock,
the  Conversion Price shall be proportionately reduced in case of subdivision of
shares or stock dividend or proportionately increased in the case of combination
of  shares,  in  each such case by the ratio which the total number of shares of
Common  Stock outstanding immediately after such event bears to the total number
of  shares  of  Common  Stock  outstanding  immediately  prior  to  such  event.

               D.     Share  Issuance.   So long as this Note is outstanding, if
the  Borrower shall issue any Common Stock except for the Excepted Issuances (as
defined  in  the  Subscription  Agreement),  prior to the complete conversion or
payment  of  this Note, for a consideration less than the Fixed Conversion Price
that  would  be  in  effect  at  the  time  of  such issue, then, and thereafter
successively  upon  each  such  issuance,  the  Fixed  Conversion Price shall be
reduced  to  such other lower issue price.  For purposes of this adjustment, the
issuance  of  any security or debt instrument of the Borrower carrying the right
to convert such security or debt instrument into Common Stock or of any warrant,
right  or  option  to purchase Common Stock shall result in an adjustment to the
Fixed  Conversion  Price upon the issuance of the above-described security, debt
instrument,  warrant,  right, or option and again upon the issuance of shares of
Common  Stock  upon  exercise  of  such  conversion  or  purchase rights if such
issuance  is  at  a  price lower than the then applicable Conversion Price.  The
reduction  of  the  Fixed  Conversion  Price  described  in this paragraph is in
addition  to  the  other  rights  of  the  Holder  described in the Subscription
Agreement.

(c)     Whenever  the Conversion Price is adjusted pursuant to Section 3.4(b) or
any  Transaction  Document,  the Borrower shall promptly deliver to the Holder a
notice  setting  forth  the  Conversion  Price after such adjustment and setting
forth  a  statement  of  the  facts  requiring  such  adjustment.

     3.5.     Reservation.   Borrower  will  reserve  from  its  authorized  and
              -----------
unissued  Common  Stock  not  less  than the number of shares to provide for the
issuance  of  Common  Stock  upon  the  full  conversion  of thisNote as further
described  in  the  Subscription  Agreement.  Borrower  represents  that  upon
issuance,  such  shares  will  be  duly  and  validly  issued,  fully  paid  and
non-assessable.  Borrower agrees that its issuance of this Note shall constitute
full authority to its officers, agents, and transfer agents who are charged with
the  duty  of  executing and issuing stock certificates to execute and issue the
necessary  certificates  for  shares of Common Stock upon the conversion of this
Note.

     3.6     Issuance  of Replacement Note.  Upon any partial conversion of this
             -----------------------------
Note,  a  replacement  Note containing the same date and provisions of this Note
shall,  at  the  written request of the Holder, be issued by the Borrower to the
Holder  for  the  outstanding Principal Amount of this Note and accrued interest
which  shall not have been converted or paid, provided Holder has surrendered an
original  Note  to  the  Company.  In  the  event  that the Holder elects not to
surrender  a  Note for reissuance upon partial payment or conversion, the Holder
hereby  indemnifies the Borrower against any and all loss or damage attributable
to  a  third-party  claim  in  an amount in excess of the actual amount then due
under  the  Note.

                                       5
<PAGE>
                                   ARTICLE IV

                                SECURITY INTEREST

     4.     Security  Interest/Waiver  of Automatic Stay.   This Note is secured
            --------------------------------------------
by  a  security  interest granted to the Collateral Agent for the benefit of the
Holder  pursuant  to  a  Security Agreement, as delivered by Borrower to Holder.

                                    ARTICLE V

     EVENTS  OF  DEFAULT

     The  occurrence  of  any  of  the  following  events  of default ("Event of
Default")  shall, at the option of the Holder hereof, make all sums of principal
and  interest  then  remaining  unpaid  hereon  and  all  other  amounts payable
hereunder  immediately  due  and  payable,  upon demand, without presentment, or
grace  period,  all  of  which  hereby are expressly waived, except as set forth
below:

     5.1     Failure  to  Pay  Principal or Interest.  The Borrower fails to pay
             ---------------------------------------
any  installment  of Principal Amount, interest or other sum due under this Note
or  any Transaction Document when due and such failure continues for a period of
five  (5)  business  days  after  the  due  date.

     5.2     Breach of Covenant.  The Borrower breaches any material covenant or
             ------------------
other  term or condition of the Subscription Agreement, this Note or Transaction
Document  in any material respect and such breach, if subject to cure, continues
for a period of ten (10) business days after written notice to the Borrower from
the  Holder.

     5.3     Breach  of  Representations  and  Warranties.  Any  material
             --------------------------------------------
representation  or  warranty  of  the  Borrower made herein, in the Subscription
Agreement,  Transaction  Document  or in any agreement, statement or certificate
given in writing pursuant hereto or in connection herewith or therewith shall be
false  or  misleading in any material respect as of the date made and as of each
Closing  Date.

     5.4     Receiver  or  Trustee.  The  Borrower or any Subsidiary of Borrower
             ---------------------
shall  make  an assignment for the benefit of creditors, or apply for or consent
to  the  appointment of a receiver or trustee for them or for a substantial part
of  their property or business; or such a receiver or trustee shall otherwise be
appointed.

     5.5     Judgments.  Any money judgment, writ or similar final process shall
             ---------
be  entered  or  filed  against Borrower or any subsidiary of Borrower or any of
their  property  or  other  assets  for  more  than  $50,000,  and  shall remain
unvacated,  unbonded  or  unstayed  for  a  period  of  forty-five  (45)  days.

     5.6     Non-Payment.   The  Borrower  shall  have  received  a  notice  of
             -----------
default,  which  remains  uncured for a period of more than twenty (20) days, on
the  payment  of  any  one or more debts or obligations aggregating in excess of
Fifty  Thousand  Dollars  (US  $50,000.00)  beyond  any applicable grace period;

5.7     Bankruptcy.  Bankruptcy,  insolvency,  reorganization  or  liquidation
        ----------
proceedings  or other proceedings or relief under any bankruptcy law or any law,
or  the  issuance  of  any  notice  in relation to such event, for the relief of
debtors  shall  be  instituted  by  or against the Borrower or any Subsidiary of
Borrower and if instituted against them are not dismissed within forty-five (45)
days  of  initiation.

5.8     Delisting.   Delisting  of  the  Common Stock from any Principal Market;
        ---------
failure  to  comply  with  the requirements for continued listing on a Principal
Market  for  a  period of seven consecutive trading days; or notification from a
Principal  Market that the Borrower is not in compliance with the conditions for
such  continued  listing  on  such  Principal  Market.

                                       6
<PAGE>
     5.9     Stop  Trade.  An  SEC  or  judicial  stop  trade order or Principal
             -----------
Market trading suspension with respect to Borrower's Common Stock that lasts for
five  or  more  consecutive  trading  days.

     5.10     Failure  to  Deliver Common Stock or Replacement Note.  Borrower's
              -----------------------------------------------------
failure to timely deliver Common Stock to the Holder pursuant to and in the form
required  by  this  Note  or  the  Subscription  Agreement, and, if requested by
Borrower,  a  replacement  Note.
                               =

     5.11     Non-Registration  Event.  The  occurrence  of  a  Non-Registration
              -----------------------
Event  as  described  in  the  Subscription  Agreement.

     5.12     Reverse  Splits.   The Borrower effectuates a reverse split of its
              ---------------
Common  Stock  without  ten  business  days  prior written notice to the Holder.

     5.13     Cross  Default.  A  default  by  the  Borrower of a material term,
              --------------
covenant, warranty or undertaking of any Transaction Document or other agreement
to  which  the  Borrower and Holder are parties, or the occurrence of a material
event  of  default  under  any such other agreement which is not cured after any
required  notice  and/or  cure  period.

5.14     Reservation  Default.   The  occurrence  of  Reservation  Default  as
         --------------------
described  in  the  Subscription  Agreement.

                                   ARTICLE VI

     MISCELLANEOUS

     6.1     Failure  or Indulgence Not Waiver.  No failure or delay on the part
             ---------------------------------
of  Holder  hereof  in  the  exercise of any power, right or privilege hereunder
shall  operate  as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of  any  other  right,  power  or  privilege.  All  rights and remedies existing
hereunder  are  cumulative  to,  and  not  exclusive  of, any rights or remedies
otherwise  available.

     6.2     Notices.  All  notices, demands, requests, consents, approvals, and
             -------
other  communications  required  or permitted hereunder shall be in writing and,
unless  otherwise  specified  herein,  shall  be  (i)  personally  served,  (ii)
deposited  in  the  mail,  registered  or  certified,  return receipt requested,
postage  prepaid,  (iii) delivered by reputable air courier service with charges
prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed
as  set  forth below or to such other address as such party shall have specified
most  recently by written notice.  Any notice or other communication required or
permitted to be given hereunder shall be deemed effective (a) upon hand delivery
or  delivery  by  facsimile,  with  accurate  confirmation  generated  by  the
transmitting  facsimile  machine,  at the address or number designated below (if
delivered on a business day during normal business hours where such notice is to
be  received),  or  the first business day following such delivery (if delivered
other  than  on a business day during normal business hours where such notice is
to  be received) or (b) on the second business day following the date of mailing
by  express  courier  service, fully prepaid, addressed to such address, or upon
actual  receipt of such mailing, whichever shall first occur.  The addresses for
such  communications  shall  be: (i) if to the Borrower to: FTS Group Inc., 7610
West  Hillsborough  Avenue,  Tampa,  FL  33615,  Attn:  Scott  Gallagher,  CEO,
telecopier:  (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, and (ii) if to the Holder, to the name, address and
telecopy  number  set  forth  on  the  front  page  of this Note, with a copy by
telecopier  only  to  Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New
York,  New  York  10176,  telecopier  number:  (212)  697-3575.

                                       7
<PAGE>
     6.3     Amendment Provision.  The term "Note" and all reference thereto, as
             -------------------
used  throughout  this  instrument,  shall  mean  this  instrument as originally
executed,  or  if  later  amended  or  supplemented,  then  as  so  amended  or
supplemented.

     6.4     Assignability.  This  Note  shall  be binding upon the Borrower and
             -------------
its successors and assigns, and shall inure to the benefit of the Holder and its
successors  and  assigns.

     6.5     Cost  of  Collection.  If  default  is  made in the payment of this
             --------------------
Note,  Borrower  shall  pay  the  Holder  hereof reasonable costs of collection,
including  reasonable  attorneys'  fees.

     6.6     Governing  Law.  This  Note  shall  be governed by and construed in
             --------------
accordance  with  the laws of the State of New York, without regard to conflicts
of  laws principles that would result in the application of the substantive laws
of  another  jurisdiction.  Any action brought by either party against the other
concerning the transactions contemplated by this Agreement shall be brought only
in the state courts of New York or in the federal courts located in the state of
New  York.  Both  parties  and the individual signing this Note on behalf of the
Borrower  agree  to  submit  to  the jurisdiction of such courts. The prevailing
party  shall  be  entitled  to  recover  from  the  other  party  its reasonable
attorney's  fees  and  costs.  In  the  event that any provision of this Note is
invalid  or unenforceable under any applicable statute or rule of law, then such
provision  shall  be  deemed  inoperative  to  the  extent  that it may conflict
therewith  and  shall be deemed modified to conform with such statute or rule of
law.  Any  such provision which may prove invalid or unenforceable under any law
shall not affect the validity or unenforceability of any other provision of this
Note. Nothing contained herein shall be deemed or operate to preclude the Holder
from  bringing  suit  or  taking  other legal action against the Borrower in any
other  jurisdiction  to  collect  on  the  Borrower's  obligations to Holder, to
realize  on  any  collateral  or  any other security for such obligations, or to
enforce  a  judgment  or  other  court  in  favor  of  the  Holder.

     6.7     Maximum  Payments.  Nothing  contained  herein  shall  be deemed to
             -----------------
establish  or  require  the  payment  of  a rate of interest or other charges in
excess  of  the maximum permitted by applicable law.  In the event that the rate
of  interest  required  to be paid or other charges hereunder exceed the maximum
permitted  by such law, any payments in excess of such maximum shall be credited
against  amounts  owed  by  the  Borrower to the Holder and thus refunded to the
Borrower.

     6.8.     Construction.   Each  party  acknowledges  that  its legal counsel
              ------------
participated in the preparation of this Note and, therefore, stipulates that the
rule  of  construction  that ambiguities are to be resolved against the drafting
party shall not be applied in the interpretation of this Note to favor any party
against  the  other.

     6.9     Redemption.  This  Note  may  not be redeemed or called without the
             ----------
consent  of  the  Holder  except  as  described  in  this  Note.

     6.10     Shareholder  Status.  The  Holder  shall  not  have  rights  as  a
              -------------------
shareholder  of  the Borrower with respect to unconverted portions of this Note.
However,  the  Holder will have the rights of a shareholder of the Borrower with
respect  to  the  Shares  of  Common  Stock to be received after delivery by the
Holder  of  a  Conversion  Notice  to  the  Borrower.

                                       8
<PAGE>
IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by an
authorized  officer  as  of  the  ____  day  of  December,  2005.

FTS  GROUP  INC.


     By:________________________________
     Name:
     Title:

WITNESS:


______________________________________
                                       9
<PAGE>
     NOTICE  OF  CONVERSION
     ----------------------

(To  be  executed  by  the  Registered  Holder  in  order  to  convert the Note)


     The  undersigned  hereby  elects to convert $_________ of the principal and
$_________  of the interest due on the Note issued by FTS Group Inc. on December
____,  2005  into  Shares  of  Common  Stock  of FTS Group Inc. (the "Borrower")
according  to  the  conditions  set  forth  in such Note, as of the date written
below.



Date  of
Conversion:____________________________________________________________________


Conversion
Price:______________________________________________________________________


Number of Shares of Common Stock Beneficially Owned on the Conversion Date: Less
than  5%  of  the  outstanding  Common  Stock  of  FTS  Group  Inc.


Shares  To  Be
Delivered:_________________________________________________________________


Signature:_____________________________________________________________________


Print Name:____________________________________________________________________


Address:_______________________________________________________________________

   ____________________________________________________________________________

                                       10
<PAGE>
                           DEMAND FOR INTERIM PAYMENT
                           --------------------------

     The  undersigned holder of a Note issued by FTS Group Inc. on December ___,
2005 hereby demands the payment of an Interim Payment pursuant to the following:

____________     Determination Date (the date dollar-volume trading exceeded the
Liquidity  Benchmark)

$___________     Total  dollar-volume  trading  on  the  Determination  Date.

$___________     Liquidity  Multiple  (Total  dollar-volume  trading  on
Determination  Date  divided  by  Liquidity  Benchmark).

$___________     Fixed  Principal  Portion  payable  on  each  Repayment  Date.

$___________     Interim  Payment  Amount  (103%  of  Fixed  Principal  Portion
multiplied  by  Liquidity  Multiple).


  [ ]  Demand  is  made  for  the  Interim  Payment  to  be  paid  in  cash.


  [ ]Demand  is  made  that  _________  shares  of  Common Stock be delivered in
satisfaction of the Interim Payment Amount with such shares valued at 85% of the
VWAP  for  the  15  trading  days  preceding the date of this Demand For Interim
Payment  is  given  to  the  Company.

Number of Shares of Common Stock Beneficially Owned on the Conversion Date: Less
than  5%  of  the  outstanding  Common  Stock  of  FTS  Group  Inc.

Shares  To  Be
Delivered:_________________________________________________________________


Signature:_____________________________________________________________________


Print Name:____________________________________________________________________


Address:_______________________________________________________________________

   ____________________________________________________________________________

Delivery Instructions:_________________________________________________________