FTS GROUP, INC.
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>ex102jan9.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
Exhibit  10.2

                            STOCK PURCHASE AGREEMENT
                            ------------------------


     THIS  STOCK PURCHASE AGREEMENT ("Agreement") is entered into the 3rd day of
January, 2006, and supercedes any and all other agreements whether in writing or
orally  communicated,  by  and  among  Richard  E.  Miller  as  an  individual,
(hereinafter  referred  to as the "SELLER"), the owner of the shares  of  common
stock  of  See  World  Satellites,  Inc.,  a  Pennsylvania  corporation
(hereinafter  referred  to  as  "SWS"),  and  FTS  Group,  Inc.,  a  Nevada
corporation  (hereinafter  referred  to  as  the  "PURCHASER");

                                   WITNESSETH:

     WHEREAS,  the  SELLER  is  the sole record owner and holder of an aggregate
of one-hundred percent (100%) of the issued and outstanding common stock, no par
value  per  share,  of  SWS  (the  "Shares");  and

     WHEREAS,  the  PURCHASER  desires  to  purchase  the Shares, and the SELLER
desires  to  sell  or cause to be sold the Shares, upon the terms and subject to
the  conditions  herein;  and
     WHEREAS,  the  parties  desire  that,  upon  the  terms  and subject to the
conditions  contained  herein,  the  Purchaser  shall pay a combination of cash,
stock  and  a  note,  as  further  described herein, (the "Purchase Price"); and
     WHEREAS,  portions  of the Purchase Price contemplated hereby shall be held
in  escrow  pursuant  to  the terms of an Escrow Agreement to be executed by the
parties  substantially  in  the form attached hereto as Exhibit "A" (the "Escrow
Agreement").

     NOW,  THEREFORE,  in  consideration  of the mutual covenants and agreements
contained  in  this  Agreement,  and in order to consummate the purchase and the
sale  of  the  Shares,  it  is  hereby  agreed  as  follows:

1.     CLOSING,  PURCHASE  PRICE  AND  SECURITY.

     A.     PROCEDURE  FOR CLOSING.  The Closing of the purchase and sale of the
Shares will be held at the SELLER'S offices on January 3rd, 2006  at 3:00 pm EST
(the  "Closing")  or  such  other place, date and time as the parties hereto may
otherwise  agree.

     B.     PURCHASE  AND  SALE OF SWS STOCK.  At Closing,  and  subject  to the
terms  and conditions hereinafter set forth, the SELLER  shall sell, convey  and
transfer, all of the Shares of SWS' Stock corresponding to100% ownership of SWS.

     C.  AMOUNT AND PAYMENT OF PURCHASE PRICE.  The Purchase Price shall be five
million  five  hundred  thousand  dollars  ($5,500,000),  which shall be paid as
follows:

(i)     PURCHASER  shall  pay to SELLER Five hundred thousand dollars ($500,000)
at  the Closing by certified check.  An additional five hundred thousand dollars
($500,000)  shall be escrowed at the Closing pursuant to a Purchase Price Escrow
Agreement  similar to that which is attached hereto as Exhibit "A", and shall be
held in escrow until all the agreements listed in Schedule A have been executed,
amended  or  modified  to acknowledge PURCHASER'S acquisition of SELLER'S Shares
and/or  to make PURCHASER a party to each agreement such that the PURCHASER will
have  full  benefit  of  the  agreements.

(ii)          At  the  Closing,  PURCHASER shall issue to SELLER, a two (2) year
promissory  note  in  the  sum  of  three  million five hundred thousand dollars
($3,500,000)  (the  "Note"),  a copy of which is attached hereto as Exhibit "B".
The  Note  shall pay no interest.  Pursuant  to  the  terms  and  conditions  of
the  Note, PURCHASER shall pay to SELLER  seven (7)  equal cash installments" of
two hundred fifty thousand dollars ($250,000).  The initial installment shall be
payable  ninety  (90)  days  after  Closing,  and the remaining installments are
payable  every  three  (3)  months  thereafter.  The PURCHASER shall also pay to
SELLER  an  additional payment of one million dollars ($1,000,000) on January 3,
2007.  The  PURCHASER  shall  further  pay SELLER an additional payment of seven
hundred  fifty  thousand dollars ($750,000) on April 3, 2008.  The Note shall be
secured  as  provided  in  Paragraph  D  herein.

(iii)     PURCHASER shall issue to SELLER one million dollars ($1,000,000) worth
of  its  convertible  preferred stock.  The preferred shares will be paid to Mr.
Miller within three (3) days of the completion of the Company's 2005 audit.  The
value  of the shares will be based on the closing price of the Purchaser's stock
on  the  day  of  Closing.

     D.     SECURITY.  As  security for the payment of the unpaid balance of the
purchase  price  as  evidenced  by  the  Note,  the parties shall execute at the
Closing  a Stock Escrow Agreement (the "Stock Escrow Agreement") similar to that
which  is  attached  hereto  as  Exhibit  "C",  whereby  the SELLER shall have a
perfected  security  interest  in the Shares of SWS until PURCHASER has paid the
installments due under the Note up to and through January 4, 2007, including the
one  million  dollar  ($1,000,000)  payment due to SELLER on January 3, 2007, at
which  point in time the Stock Escrow Agreement will terminate.  At the Closing,
the  SELLER  shall deliver the certificates evidencing such shares to the Escrow
Agent  as  provided  for  under  the  terms  and  provisions of the Stock Escrow
Agreement  (the  "Escrow  Agent").  All  the Shares held in escrow by the Escrow
Agent  shall  be  accompanied  by  duly  executed  stock  powers.  All rights in
connection  with  or  incident  to  the  ownership of the Shares shall be vested
solely  with  the  PURCHASER,  subject  to  the  provisions  of the Stock Escrow
Agreement  and  the rights of the SELLER as pledge and secured party.  PURCHASER
shall  have  the  right  to  vote  the  shares.

     (i)     Payment  and  Delivery  of  the Shares.  Upon written notice to the
Escrow  Agent  by the parties that the entire purchase price for the Shares held
in  escrow  has  been  paid,  the  Escrow  Agent  shall deliver to PURCHASER the
certificates  evidencing  such  shares  and the escrow shall terminate as to the
Shares.

     (ii)     Default  and  Remedies.  If  at any time there occurs a default in
the  payment  by  the PURCHASER of principal of any of the installments provided
for in Paragraph 1.C.(ii) hereinabove, which default remains uncured for fifteen
(15)  days  after written notice thereof, all payments of unpaid principal shall
be  accelerated  and  shall  become  due and payable immediately, and the Escrow
Agent  shall, subject to the conditions contained in the Stock Escrow Agreement,
if  still  in  effect,  deliver  the share certificates to the SELLER, or to his
assigns,  heirs,  or  personal  representatives,  as  the  case  may  be.

     (iii)     Restriction  on Activities of PURCHASER and SWS.  Until PURCHASER
has  paid all installments due under the Note up to and through January 4, 2007,
including  the  one million dollar ($1,000,000) payment due to SELLER on January
3,  2007,  PURCHASER and SWS agree not to do any of the following, and a failure
to  comply  with such prohibitions shall constitute a default under the terms of
the  Note:

          (a)     Amend  SWS' Articles of Incorporation or By-Laws in any manner
that  will  adversely  effect  the  SELLER;
          (b)     Issue  or  sell  any  shares,  share-options, bonds, notes, or
other               corporate  securities  of  SWS;
          (c)     Sell,  assign,  or  transfer  any  of SWS' assets, tangible or
intangible,  except  in  the  ordinary  course  of  business, unless unanimously
approved  by  the  Board;
          (d)     Mortgage,  pledge, create a security interest in, or otherwise
encumber  any of SWS' assets, tangible or intangible unless unanimously approved
by  the  Board;
          (e)     Declare  or  pay  any  dividends  or  other  distributions  to
SWS  shareholders,  whether  in  case, corporate shares, or kind, or purchase or
redeem  any  of  its  shares,  in  excess  of  $25,000  per  annum;
          (f)     Authorize  and/or  permit  SWS  to  purchase  the  shares  or
securities  of  any  other  corporation;
          (g)     Authorize  and/or  permit  SWS to merge or consolidate with or
into  any  other  corporation,  or  liquidate  or  dissolve;
          (h)     Authorize and/or permit SWS to lend any of its funds or act as
a               guarantor  or  surety;
          (i)     Authorize  and/or permit SWS to borrow any funds other than in
the  ordinary  course  of  business  for amounts in excess of $100,000, from any
source  whatsoever, whether secured or     unsecured unless unanimously approved
by  the  Board;
          (j)     Authorize  and/or  permit  SWS  to  enter into any contract or
transaction  other  than  that  in  the  ordinary  course  of  business  unless
unanimously  approved  by  the  Board;     and
          (k)     Divert  any  business opportunities of SWS to any other person
or               company.

     (iv)     Waiver  of  Restrictions.  PURCHASER  may  approach  SELLER at any
point  in  time  until PURCHASER has paid all installments due under the Note to
SELLER  up  to  and  through  January  4, 2007, including the one million dollar
($1,000,000)  payment  due  on  January 3, 2007, with any comparably significant
alternative  business  proposal  to  that  contained  in  subsection  1.D.(iii)
hereinabove  concerning  SWS  that  would  otherwise be restricted by subsection
1.D.(iii)  hereinabove  to  obtain  SELLER'S  waiver  of such restriction, which
waiver  shall  not  be  unreasonably  withheld,  conditioned  or  delayed.

     (iv)     Furnish  Financial  Statements.  PURCHASER  agrees  to  furnish
quarterly unaudited financial statements of SWS to SELLER within forty-five (45)
days  of  each  quarter.

     (v)     Seat on SWS' Board of Directors.  SELLER shall remain as a Director
of  SWS  until the Note is paid in full, and he shall be entitled to participate
in  all  meetings of the Board and business decisions presented to the Board for
resolution.  Until  the  Note  is  paid  in full, SWS' Board of Director's shall
consist  of the SELLER and one additional Director, each having an equal vote on
all  business  decisions presented to the Board.  No resolution shall be adopted
by  the  Board  unless  both  Directors consent to the proposal presented to the
Board  and  being  voted  on  by  the  Board.

     E.     CONSULTING  AGREEMENT.  At  the  Closing, PURCHASER and SELLER shall
execute  a  Consulting  Agreement hereto, a copy of which is attached as Exhibit
"D", whereby SELLER agrees to remain with PURCHASER as a Consultant for a period
of  two (2) years, beginning on April 1, 2006.  SELLER shall be compensated at a
rate  of  $100,000  per  year  or  as  otherwise  determined  in  the Consulting
Agreement.

     F.     NON-COMPETE  AGREEMENT.  At  the Closing, PURCHASER and SELLER shall
further  execute  a  Non-Compete  Agreement  not to compete with PURCHASER for a
period  of  five  (5)  years  immediately  following  the  Closing.

2.     REPRESENTATIONS  AND  WARRANTIES  OF  SELLER.  SELLER hereby warrants and
represents:
     A.     AUTHORITY  RELATIVE  TO  THIS AGREEMENT.  Except as otherwise stated
herein, the  SELLER  has  full power and authority to execute this Agreement and
carry  out  the  transactions  contemplated  by  it  and  no  further  action is
necessary  by  the  SELLER  to  make  this  Agreement  valid  and  binding  upon
SELLER  and enforceable  against  him in accordance with the terms hereof, or to
carry  out  the  actions  contemplated  hereby.  The  execution,  delivery  and
performance  of  this  Agreement  by  the  SELLER  will  not:

     (i)     constitute  a  breach  or  a  violation  of  SWS'  Articles  of
Incorporation,  By-Laws,  or  of  any  law, agreement, indenture, deed of trust,
mortgage, loan agreement or other instrument to which it is a party, or by which
it  is  bound;

     (ii)     constitute  a  violation of any order, judgment or decree to which
it  is  a  party  or  by  which  its  assets  or  properties  are  bound  or
affected;  or

     (iii)     result  in  the  creation  of  any  lien,  charge  or encumbrance
upon  its  assets  or  properties,  except  as  stated  herein.

     B.     OWNERSHIP.  All  of  the  Shares  have been duly authorized, validly
issued  and  are  fully  paid  and  non-assessable,  and  were  not  issued  in
violation  of  the terms of any agreement or other understanding legally binding
upon  SWS,  and  were  issued  in  compliance  with  all  applicable  laws  and
regulations.

     C.     REVENUES.  SELLER  represents  and  warrants that SWS reported total
gross revenues of at least five million dollars ($5,000,000) for the twelve (12)
months  of  the  fiscal  year  ending  December  2005.

     D.     MATERIAL  CONTRACTS.  SELLER  represents  and  warrants that SWS has
valid  and  enforceable  contracts  as  listed  on  Schedule A hereto to provide
services  as  a  "Regional  Service  Provider",  as  defined in the contracts in
Schedule  A,  and  SELLER represents that he is negotiating new contracts, which
new  contracts  shall  include  and/or acknowledge PURCHASER as a party thereto.
The  new contracts in Schedule A shall be in force no later then March 31, 2006.
If  the  new  contracts are not in force by March 31, 2006, SELLER and PURCHASER
may  either  renegotiate  a  new  Stock  Purchase  Agreement or either party may
declare  this  Agreement  null  and void upon giving written notice on or before
March  31,  2006.  SELLER  shall  reimburse  PURCHASER  any and all other monies
received  under  Paragraph  1.C.  hereinabove  less  any  dividends  or  other
distributions  received  by  PURCHASER during the time period of January 3, 2006
through  March  31,  2006,  which  shall  be  determined in the normal course of
business  by  an audit to be performed by a certified public accountant selected
by  SELLER  which  shall  be  approved by PURCHASER, whose approval shall not be
unreasonably  withheld

     E.     ASSETS.  SELLER  represents that PURCHASER is entitled to all assets
of  SWS as such assets appear on SWS' "Financial Statements," a copy of which is
attached  hereto  as  Schedule  B.  Assets  that  shall  be  excluded  from this
transaction  and  to  which PURCHASER is not entitled to hereunder are listed on
Schedule  C.

     F.     LAWSUITS,  LIENS AND TAXES.  SELLER represents that, to SELLER'S AND
SWS' best knowledge that neither the SELLER nor SWS, nor its employees, officers
or  directors,  are  currently  the  subject of any lawsuit threatened or filed.
SELLER  also  represents that SWS is free from any liens or encumbrances. SELLER
shall  be  solely  responsible for all taxes which may  be  incurred  by  SELLER
resulting  from  the  receipt  of  consideration  by  SELLER  pursuant  to  this
Agreement.

     G.     BROKERAGE.  SELLER  is  responsible  for  any  and  all brokerage or
finders  fee's  that  may  arise  as  a  result of the transactions contemplated
hereunder.

     H.     PREFERRED  STOCK.  SELLER  represents  that there are no outstanding
shares  of  any  other  class  of  SWS  stock, including but not limited to, SWS
preferred  stock,  other  than  the  Shares  represented  in  this  Agreement.

     I.     LIABILITES.  SELLER  represents  that  all  of  its  liabilities,
commitments  and  potential  liabilities,  including  potential  litigation, are
listed  on  Schedule  D.  Any liabilities that accrued prior to Closing and that
are  not listed on Schedule D in which Purchaser must assume after Closing shall
be  deducted  from  the  principal  of the Note issued by Purchaser to Seller at
Closing.

     J.     FUTURE  LITIGATION.  SELLER  will  indemnify  PURCHASER  for  any
litigation  that  results  from any event or occurrence that took place prior to
the  Closing.

     K.     COMPLIANCE.   SELLER  warrants that it has complied and is presently
in compliance in all material respects with all Federal, state, local or foreign
laws,  ordinances,  regulations  and  orders  applicable  to it or its business.

     L.          NO  REGISTRATION.  SELLER  warrants  that  it  is acquiring the
securities in the Purchase Price for investment and for SELLER'S own account and
not  as a nominee or agent for any other person and with no present intention of
distributing  or  reselling  such  shares.  SELLER  understands  (1)  that  the
securities  in  the  Purchase  Price have not been registered for sale under the
Securities  Act  or  any  state  securities  or "blue-sky" laws in reliance upon
exemptions therefrom, which exemptions depend upon, among other things, the bona
fide  nature  of  the  investment intent of SELLER as expressed herein, (2) that
such  securities  must  be  held indefinitely and not sold until such shares are
registered  under  the  Securities  Act  and  any applicable state securities or
"blue-sky"  laws,  unless  an  exemption  from  such  registration is available.
     M.     FULL  DISCLOSURE.  Now  and as of the date of Closing, the Schedules
attached hereto and all documents and other papers listed therein or required to
be  delivered  pursuant  to  this Agreement or at the request of PURCHASER at or
prior to Closing are true, correct and authentic.  No representation or warranty
of SELLER contained in this Agreement, and, to the best knowledge of SWS and the
SELLER  (or  any  agents  of SWS), no document or other paper furnished by or on
behalf  of SWS to PURCHASER (or any of its agents) pursuant to this Agreement or
in  connection  with  the  transaction  contemplated  hereby,  taken as a whole,
contains  an  untrue  statement  of a material fact or omits to state a material
fact  required to be stated therein or necessary to make the statements made, in
the  context  in  which  made,  not  false  or  misleading.

     N.     "BEST  KNOWLEDGE".  As  used herein, an individual will be deemed to
have  "best  knowledge"  or  a  particular  fact  or  other  matter  if:

(i)          such  individual  is  actually  aware of such fact or other matter;

(ii)     a  reasonable  individual  could  be expected to discover or othwerwise
become  aware  of  such  fact  or  other  matter  in  the course of conducting a
reasonably  comprehensive investigation concerning the existence of such fact or
other  matter;  or

(iii)     it  relates  to  any  matter  of  law.

     A corporation or entity (other than an individual) hereunder will be deemed
to  have "best knowledge" of a particular fact or other matter if any individual
who is serving, or who has at any time served, as a director, officer, employee,
agent,  partner,  executor,  or trustee of such corporation or entity (or in any
similar  capacity)  has,  or  at  any  time had, knowledge of such fact or other
matter.

     3.     REPRESENTATIONS  AND  WARRANTIES  OFTHE PURCHASER.  PURCHASER hereby
warrants  and  represents:

     A.     PURCHASER  is  duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation, and has the corporate power
and  lawful  authority  to  own,  lease  and operate its assets, properties, and
business  and to carry on its business as now being and as heretofore conducted.

     B.     AUTHORITY  RELATIVE  TO  THIS  AGREEMENT  AND  ANCILLARY  DOCUMENTS.
Except as otherwise stated herein, the PURCHASER has full power and authority to
execute  this  Agreement, and carry out the transactions contemplated hereby and
thereby  and  no  further  action  is  necessary  by  the PURCHASER to make this
Agreement  valid  and  binding  upon  PURCHASER  and  enforceable  against it in
accordance  with  the  terms  hereof,  or  to carry out the actions contemplated
hereby  and  thereby.  The execution, delivery and performance of this Agreement
by  the  PURCHASER  will  not:
     (i)     constitute  a  breach  or  a  violation  of  any  law,  agreement,
indenture,  deed  of  trust,  mortgage,  loan  agreement  or other instrument to
which  it  is  a  party,  or  by  which  it  is  bound;

     (ii)     constitute  a  violation of any order, judgment or decree to which
it  is  a  party  or  by  which  its  assets  or  properties  are  bound  or
affected;  or

     (iii)     result  in  the  creation  of  any  lien,  charge  or encumbrance
upon  its  assets  or  properties  except  as  stated  herein.

     C.     BROKERAGE.  The  PURCHASER  has  not made any agreement or taken any
other  action  which  might  cause  anyone  to  become  entitled  to  a broker's
fee  or  commission  from  as  a  result  of  the  transactions  contemplated
hereunder.

     D.     TAXES.  PURCHASER  shall  be  solely responsible for all taxes which
may  be  incurred  by  PURCHASER  resulting from the receipt of consideration by
PURCHASER  pursuant  to  this  Agreement.

     E.     LIABILITIES.  PURCHASER  represents  that  it  shall  assume  all
liabilities  of  SWS  as  listed  in  Schedule  D  attached  hereto.

     4.     FINANCIAL  STATEMENTS.  SELLER  and/or  SWS  (or  its  agents)  have
delivered  to  PURCHASER  (or  its  agents),  and  PURCHASER  shall receive SWS'
financial  statements  for  the  fiscal  years  2004  and  2005  (the "Financial
Statements")  on or before January 31, 2006.  The Financial Statements, together
with  the notes thereto, have been prepared in accordance with past practices of
SWS  and  have  been  prepared  in accordance with generally accepted accounting
principles.  Except  as  disclosed  therein, such Financial Statements are true,
correct  and  complete and present fairly and accurately the financial condition
and  position  of  SWS  as  of  the  dates  indicated.

     5.     EXPENSES.  Each  of  the  parties  hereto  shall  pay  its  own
expenses  in  connection  with  this  Agreement  and  the  transactions
contemplated  hereby, including  the  fees  and  expenses  of  its  counsel  and
its  certified  public  accountants  and  other  experts.

     6.     LEASE  OF  REAL PROPERTY.  SWS does not own any real property or any
buildings  or  other structures and does not have any options or any contractual
obligations  to  purchase or acquire an interest in any real property to conduct
its  daily  business  operations.  SELLER  owns  real property that is currently
leased to SWS on a month-to-month basis, and such real property is where SWS has
solely  operated its daily business affairs for approximately the past three (3)
years  (the  "Real  Property").  At Closing, SELLER agrees to enter into a three
(3)  year  Commercial  Lease  with  PURCHASER  similar to that which is attached
hereto  as  Exhibit  "F".
     7.     CONVERSION  AND  ADJUSTMENTS.  SELLER shall assume all liability for
payment of all liabilities of SWS up to and through the date of Closing that are
not  listed  on Schedule D hereto.  SELLER shall be entitled to all the accounts
receivable  of  SWS  and  all  cash on hand as listed on Schedule C hereto.  Any
liabilities not including on Schedule C that were incurred prior to Closing will
be  deducted  from  the  principal  of  the  Note.

     8.     INTERIM  PRESIDENT  AND CHIEF EXECUTIVE OFFICER.  SELLER shall serve
as  the interim President and Chief Executive Officer ("CEO") of SWS until March
31,  2006,  at which time SELLER shall assume his duties as a consultant as more
fully  described  in  Paragraph  1.E.  hereinabove.  SELLER shall be compensated
twenty-five thousand dollars ($25,000) for his services as Interim President and
CEO  of  SWS during this interim time period.  PURCHASER shall have complete and
unfettered  access  to  the  business,  operations  and financial records of SWS
during  this  interim  period  of  time.

     9.     CLOSING  DELIVERIES.  At  the  Closing,  the  deliveries hereinafter
specified shall be made by the respective parties hereto, in order to consummate
the  transactions  contemplated  hereby.

     A.     DELIVERIES  BY  SELLER.  SELLER  shall  deliver  or  caused  to  be
delivered  soon  as  reasonably  practical  to  PURCHASER:

     (i)     Stock  certificates,  and  any  and  all  other  instruments  of
conveyance  and  transfer  as  required  by  Section  1(a)  of  this  Agreement;
and

     (ii)     Executed contracts listed in Schedule A hereto that include and/or
acknowledge  PURCHASER.

     (iii)     Copies  of SWS' Financial Statements for the 2004 and 2005 fiscal
years.  SELLER  agrees to cooperate with any reasonable request for financial or
other information necessary for any internal or independent audits of SWS before
and  after  the  Closing.

     (iv)     Executed  three  (3)  year  Commercial Lease for the Real Property
between  SELLER  and  PURCHASER.

     B.     DELIVERIES  BY  PURCHASER.  PURCHASER  shall deliver or caused to be
delivered  to  SELLER:

     (i)     The  Purchase  Price  of  this  Agreement;  and  any  and all other
instruments  of  conveyance  and  transfer  as  required by Section 1(b) of this
Agreement;  and

     (ii)     Executed contracts listed in Schedule A hereto that include and/or
acknowledge  PURCHASER.
     (iii)     Executed  three  (3)  year Commercial Lease for the Real Property
between  SELLER  and  PURCHASER.

     10.     CONSUMATION  OF  AGREEMENT.  PURCHASER  and  SELLER shall use their
best  efforts  to  perform  and  fulfill  all  conditions  and obligations to be
performed  and  fulfilled by them under this Agreement, and SELLER shall use his
best  efforts  to  further ensure that to the extent within SELLER'S control, no
breach  of any of SELLER'S representations, warranties, and agreements hereunder
or contemplated hereby occurs or exists on or before Closing to the end that the
transactions  contemplated  by  this  Agreement  shall  be  fully  carried  out.

     11.     FURTHER  ASSURANCES.  Each of the parties hereto shall execute such
documents, further instruments and other papers and take such further actions as
may  be  reasonably required or desirable to carry out the provisions hereof and
the  transactions  contemplated  hereby.

     12.     GENERAL.

     A.     SURVIVAL  OF REPRESENTATIONS AND WARRANTIES.  Each of the parties to
this  Agreement  covenants  and  agrees  that  its  respective  representations,
warranties,  covenants  and  statements  and  agreements  contained  in  this
Agreement  and  the  exhibits  hereto,  and  in  any  documents  delivered  in
connection herewith, shall survive  the Closing indefinitely.  Except agreements
between  the  PURCHASER  and  SELLER,  and  as  set forth in this Agreement, the
exhibits  hereto  or  in  the  documents  and  papers  delivered  in  connection
herewith,  there  are  no  other  agreements,  representations,  warranties  or
covenants  by  or  among  the  parties  hereto  with  respect  to  the  subject
matter  hereof.

     B.     WAIVERS.  No  action  taken  pursuant  to  this Agreement, including
any  investigation  by  or  on  behalf  of  any  party  shall  be  deemed  to
constitute  a  waiver  by  the  party  taking such action or compliance with any
representation,  warranty,  covenant  or agreement contained herein, therein and
in any documents delivered  in  connection herewith or therewith.  The waiver by
any  party  hereto  of  a  breach  of  any provision of this Agreement shall not
operate  or  be  construed  as  a  waiver  of  any  subsequent  breach.

     C.     NOTICES.  All  notices,  requests, demands and other communications,
which  are required or may be given under this Agreement shall be in writing and
shall  be  deemed  to  have  been duly given if delivered or mailed, first class
mail,  postage  prepaid:





To  SELLER:

     c/o  See  World  Satellites,  Inc.
     Attention:  Richard  E.  Miller
     1321  Wayne  Avenue
     Indiana,  Pa  15701

To  PURCHASER:

     FTS  Group,  Inc.
     7610  West  Hillsborough  Ave.
     Tampa,  Florida  33615
     215-689-2748  (Fax)

or  to  such  other  address  as  such  party shall specify by written notice by
Certified  Mail  to  the  other  party.

     E.     ENTIRE  AGREEMENT.  This  Agreement  (including  all  documents  and
papers delivered  pursuant  hereto  and  any  written amendments hereof executed
by  the  parties  hereto)  constitutes  the  entire  agreement  and  supersedes
all  prior  agreements and understandings, oral and written, between the parties
hereto  with  respect  to  the  subject  matter  hereof.

     F.     SECTIONS  AND  OTHER  HEADINGS.  The  section  and  other  headings
contained in this Agreement are for reference purposes only and shall not affect
the  meaning  or  interpretation  of  this  Agreement.

     G.     GOVERNING  LAW.  This  Agreement  and  all transactions contemplated
hereby, shall be governed by, construed and enforced in accordance with the laws
of  the  Commonwealth  of  Pennsylvania  without  regard to its conflict of laws
provisions.  The  parties  herein waive trial by jury and agree to submit to the
personal  jurisdiction and venue of the Court of Common Pleas of Indiana County,
Pennsylvania,  and  the  parties  hereby  agree  that any dispute shall be heard
exclusively  in  the Court of Common Pleas of Indiana County.  In the event that
litigation  results  from  or  arises  out  of this Agreement or the performance
thereof,  the  parties  agree  to  reimburse  the  prevailing party's reasonable
attorney's  fees,  court  costs,  and  all  other  expenses,  whether  or  not
taxable by the court as costs,  in  addition  to  any other relief to which, the
prevailing  party  may  be  entitled.

     H.     CONTRACTUAL  PROCEDURES.  Unless  specifically  disallowed  by  law,
should  litigation  arise  hereunder,  service  of  process  therefore,  may  be
obtained  through  certified  mail, return receipt requested; the parties hereto
waiving any and  all  rights  they  may  have  to  object to the method by which
service  was  perfected.

     J.     AMENDMENT  AND  WAIVER.  The  parties  may by mutual agreement amend
this  Agreement  in  any  respect,  and  any  party,  as  to such party, may (a)
extend  the  time  for  the  performance  of any of the obligations of any other
party,  and  (b)  waive  (i)  any  inaccuracies  in  representations  by  any
other  party,  (ii)  compliance  by  any  other party with any of the agreements
contained  herein  and  performance  of any obligations by such other party, and
(iii) the fulfillment of any  condition  that is precedent to the performance by
such party of any of its obligations under this Agreement.  To be effective, any
such  amendment  or  waiver  must  be  in  writing  and  be  signed by the party
against  whom  enforcement  of  the  same  is  sought.

     K.     COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each  of whom shall for all purposes are deemed to be an original
and  all  of  which  shall  constitute  one  instrument.

     L.     ADVICE  OF COUNSEL.  EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS
AGREEMENT,  SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT
LEGAL  COUNSEL,  AND  HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF
THIS  AGREEMENT.

     IN WITNESS WHEREOF, this Agreement has been executed by each of the parties
hereto  all  on  the  date  first  above  written.



ATTEST:               PURCHASER:

                    FTS  GROUP,  INC.,  a  Nevada  corporation


___________________     By:     __/s/  Scott  Gallagher__________________
                         Scott  Gallagher,  President  and  CEO


ATTEST:               SELLER:

                    SEE  WORLD  SATELLITES,  INC.,  a  Pennsylvania
corporation


___________________     By:     _____/s/  Richard  E.  Miller______________
                         Richard  E.  Miller,  President




WITNESS:               SELLER:

                    RICHARD  E.  MILLER


___________________     _____/s/  Richard  E.  Miller________________
                             Richard  E.  Miller,  Individually



                         Schedule A   MATERIAL CONTRACTS


1.     Echostar Retailer Agreement originally dated June 14, 2003 and associated
amendments
2.     Echostar  Satellite LLC Non-Incentivized Retailer Agreement dated January
31,  2004  and  associated  amendments
3.     Echostar  Satellite  LLC Distributor Retailer Agreement dated January 31,
2006  and  associated  amendments


</TEXT>
</DOCUMENT>
