FTS GROUP, INC.
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>v063560_ex10-4.txt
<TEXT>

EXHIBIT 10.4

                                 PROMISSORY NOTE

$ 240,000.00            January 22, 2007

      FOR VALUE RECEIVED FTS Group, Inc., a Nevada  corporation,  having a place
of business at 7610 West Hillsborough Avenue, Tampa, Florida 33615 (the "Payor")
hereby unconditionally promises to pay, without defalcation or offset and except
as may  otherwise  be  provided,  without  notice  or  demand,  to the  order of
Whalehaven  Capital Fund  Limited,  and/or its  successors,  assigns,  heirs and
personal  representatives  having an address at c/o FWS Capital Ltd., 3rd Floor,
14 Par-Laville Road, Hamilton, Bermuda HM08 ("Payee"), or at such other place as
the holder hereof may from time to time designate in writing,  the principal sum
of Two Hundred Forty Thousand and No/100 ($240,000.00)  Dollars, in lawful money
of the United States of America in accordance with the terms of this Note.

                             ARTICLE 1 PAYMENT TERMS

      Payor agrees to pay sums due under this Note in installments as follows:

      (a) Payment Terms; Term of the Loan.  Commencing on the third (3rd) day of
May, 2007 (the "First Payment Date"), and continuing monthly thereafter, a total
of six (6) equal  payments  each in the sum of  Sixteen  Thousand  Five  Hundred
Dollars ($16,500) and monthly  thereafter a total of six (6) equal payments each
in the  sum  of  Twenty-Three  Thousand  Five  Hundred  Dollars  ($23,500)  (the
"Installments").

      (b)  Maturity.  On April 3, 2008 (the  "Maturity  Date"),  this Note shall
mature and the entire unpaid principal balance hereof,  and all other sums which
may be due and payable shall become due and payable in full.

      (c) Place and Manner of Payments. All payments (including  prepayments) to
be made in  respect  of  principal,  interest  or other  amounts  due from Payor
hereunder  shall be payable by 2:00 p.m.,  Eastern time, at Payee's  address set
forth on page 1 of this Note (or such other address as Payee may designate  from
time to time)  on the day  when  due.  Such  payments  shall be made to Payee in
lawful money of the United States of America in funds  immediately  available at
such office without setoff,  counterclaim or other deduction of any nature.  Any
such payment  received by Payee after 2:00 p.m.,  Eastern time, on any day shall
be  deemed  to have  been  received  on the  next  succeeding  Business  Day (as
hereinafter  defined).  Whenever  any  payment to be made under this Note or any
other Loan  Document  shall be stated to be due on a day which is not a Business
Day,  such  payment  shall be made on the next  following  business Day and such
extension of time shall be included in computing interest, if any, in connection
with such payment. To the extent permitted by law, after there shall have become
due beyond all applicable cure periods (by  acceleration of otherwise) any other
amounts due from Payor  hereunder or under,  such amount shall bear interest for
each day until paid  (before  and after  judgment),  payable  on demand,  at the
Default Rate (as hereinafter defined).

<PAGE>

      (d)  Application  of  Payments.  All  payments  shall  be  applied  to the
reduction of principal.

                               ARTICLE 2 INTEREST

      The Note  shall bear  interest  at a rate of twenty  percent  (20%) or Two
Hundred  Thousand  Dollars  ($200,000)  which  shall  be paid in the  form of an
original issue discount to the Note.

                       ARTICLE 3 DEFAULT AND ACCELERATION

      Upon the  occurrence  of an Event of  Default  (as  defined  in the  Stock
Purchase  Agreement of January 3, 2006):  (a) the entire  unpaid  balance of the
Loan, and all other sums paid by any holder hereof to or on behalf of Payor,  or
any  successor  in  interest  to the Payor,  pursuant to the terms of this Note,
together with late charges  thereon,  including  interest at the Default Rate as
applicable, at the option of Payee or the then holder hereof and without notice,
shall  become  immediately  due and  payable,  and one or  more  executions  may
forthwith issue on any judgment or judgments  obtained by virtue hereof; and (b)
Payee or the then  holder  hereof may  exercise  all of its rights and  remedies
provided it in the Stock Purchase Agreement,  at law or in equity. No failure on
the part of any holder  hereof to exercise any of the rights  hereunder or under
the Stock Purchase  Agreement  shall be deemed a waiver of such rights or of any
Event of Default hereunder or thereunder.

      Payor  hereby  releases  Payee from all errors and defects  whatsoever  in
entering an action on account of such Event of Default and any judgment obtained
pursuant thereto.

                           ARTICLE 4 DEFAULT INTEREST

      Notwithstanding the stated Interest Rate above, from and after the date of
any Event of Default  (as  hereinafter  defined)  until such Event of Default is
cured, and after the maturity hereof, the Loan shall bear interest at a rate per
annum  equal  to the  highest  interest  rate  permitted  under  the laws of the
Commonwealth of Pennsylvania  (the "Default Rate");  which Default Rate shall be
effective before and after judgment.

                              ARTICLE 5 LATE CHARGE

      In addition to the foregoing, in the event any installment of principal is
not paid within ten (10) days of the due date thereof, Payor shall, upon demand,
pay a late charge on the over due  Installment(s),  only as determined by Payee,
not to exceed five (5%) percent of any such overdue payment, as compensation for
the additional services resulting from such overdue payment, which "late charge"
shall be payable on demand. This charge shall be in addition to, and not in lieu
of, any other  remedy  Payee may have and is in addition to any fees and charges
of any agents or attorneys which Payee is entitled to employ upon the occurrence
of any default hereunder, whether authorized herein, or by law.

<PAGE>

                              ARTICLE 6 PREPAYMENT

      Payor shall have the right to prepay the principal indebtedness,  in whole
or in part, at anytime without penalty.

                       ARTICLE 7 STOCK PURCHASE AGREEMENT

      This Note  evidences the amount payable by Payor  hereunder.  This Note is
secured by and entitled to the benefits of its pro-rata portion of 10,000 common
shares of See World Satellites Inc.  deposited with the escrow agent pursuant to
the terms of the Escrow Agreement.

                       ARTICLE 8 TAXES AND REVENUE STAMPS

      If  at  any  time  the  United  States  Government,  the  Commonwealth  of
Pennsylvania,   or  any  subordinate   political  subdivision  thereof,  or  any
department or bureau thereof shall require  Internal  Revenue  stamps,  assess a
personal  property tax, or levy any similar tax, fee or assessment on this Note,
then and in such event upon demand from Payee, the Payor shall pay for same; and
upon default in such payment within fifteen (15) days after demand for same, the
holder of this Note may pay for such  stamps  and add the  amount so paid to the
principal debt evidenced by this Note and secured by the Stock Escrow Agreement,
and said additional  principal shall bear interest at the Default Interest Rate.
If any law or ordinance  adopted  hereafter  imposes a tax on the holder  hereof
with respect to this Note,  the holder shall have the right at its election from
time to time to require  Payor,  upon thirty (30) days  notice,  to pay such tax
and,  if not so paid,  the  holder  hereof  may pay such  sum,  which  sum shall
thereafter be added to the principal  debt evidenced by this Note and secured by
the Stock Escrow Agreement, and said additional principal shall bear interest at
the Default  Interest Rate. All of the  obligations  herein  contained  shall be
absolute and  unconditional,  without regard to the liability of any other party
hereto.  Anything to the contrary  herein  notwithstanding,  Payor shall have no
obligation  to pay any  income,  excess  profits  or  similar  tax  based on and
measured by net profits or gross profits levied on Payee or other holder hereof.

                               ARTICLE 9 INDEMNITY

      Payor hereby  indemnifies  and agrees to save and hold Payee harmless from
and against any and all liability,  claim,  loss or cost  whatsoever,  including
reasonable  attorney's fees and expenses,  arising from any action of any nature
whatsoever  taken  against  Payor as the owner of See World  Satellites,  Inc.'s
common stock or against Payee, as successor in title thereto, for any violation,
omission,  situation  or condition  under any law,  statute,  rule,  regulation,
judicial  determination or ordinance now or hereafter in effect.  This indemnity
shall survive repayment of the Note in full and release of the Note.

<PAGE>

                       ARTICLE 10 CONFESSION OF JUDGEMENT

      PAYOR DOES HEREBY  EMPOWER ANY ATTORNEY OF ANY COURT OF RECORD  WITHIN THE
UNITED STATES UPON THE OCCURRENCE OF AN EVENT OF DEFAULT (AS DEFINED IN THE LOAN
AGREEMENT  OF  JANUARY  3,  2006) TO  APPEAR  FOR  PAYOR  AND,  WITH OR  WITHOUT
DECLARATION  FILED,  CONFESS  JUDGMENT  AGAINST PAYOR AND IN FAVOR OF PAYEE, ITS
SUCCESSORS AND ASSIGNS,  FOR SUCH SUMS AS SHALL HAVE BECOME DUE UNDER THIS NOTE,
BY ACCELERATION  OR OTHERWISE,  AND FOR SUCH SUMS DUE BY REASON OF ANY BREACH BY
PAYOR OF ANY  COVENANT  OR  CONDITION  OF THIS  NOTE,  WITH  COSTS OF SUIT AND A
REASONABLE ATTORNEYS'  COMMISSION FOR COLLECTION,  AND FORTHWITH ISSUE A WRIT OR
WRITS OF  EXECUTION  THEREON,  WITH  RELEASE OF ALL ERRORS,  AND WITHOUT STAY OF
EXECUTION,  AND  INQUISITION AND EXTENSION UPON ANY LEVY ON THE STOCK ARE HEREBY
EXPRESSLY WAIVED, AND EXEMPTION OF ANY AND ALL STOCK FROM LEVY OR SALE BY VIRTUE
OF ANY  EXEMPTION  LAW NOW IN FORCE OR WHICH MAY  HEREAFTER  BE  ENACTED IS ALSO
EXPRESSLY WAIVED BY PAYOR.  PAYOR FURTHER  AUTHORIZES AND EMPOWERS ANY ATTORNEY,
EITHER IN ADDITION TO OR WITHOUT SUCH  JUDGMENT FOR SPECIFIC SUMS DUE UNDER THIS
NOTE,  AS  HEREINABOVE  PROVIDED,  TO APPEAR FOR PAYOR AND FOR ANY OTHER  PERSON
CLAIMING  UNDER, BY OR THROUGH PAYOR,  AND CONFESS  JUDGMENT  FORTHWITH  AGAINST
PAYOR AND SUCH OTHER  PERSONS  AND IN FAVOR OF PAYEE,  WITH ALL THE  CONDITIONS,
FEES,  RELEASES,  WAIVERS  OF STAY OF  EXECUTION  AND  WAIVER  OF  EXEMPTION  TO
ACCOMPANY  SAID  CONFESSION OF JUDGMENT FOR AMOUNTS DUE. IF A COPY OF THIS NOTE,
VERIFIED BY AFFIDAVIT OF PAYEE,  OR SOMEONE ON PAYEE'S  BEHALF,  SHALL HAVE BEEN
FILED IN SUCH  ACTION,  IT SHALL NOT BE  NECESSARY  TO FILE THE ORIGINAL OF THIS
NOTE AS A WARRANT OF ATTORNEY. THE ENTRY OF JUDGMENT UNDER THE FOREGOING WARRANT
SHALL  NOT  EXHAUST  THE  WARRANT,  BUT  SUCCESSIVE  JUDGMENTS  MAY  BE  ENTERED
THEREUNDER FROM TIME TO TIME AS OFTEN AS AN EVENT OF DEFAULT  OCCURS.  PAYEE MAY
FORTHWITH  ISSUE A WRIT OR WRITS OF EXECUTION FOR THE AMOUNT OF ANY JUDGMENT AND
COSTS,  WITHOUT LEAVE OF COURT.  PAYOR ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED
BY LEGAL COUNSEL IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS NOTE, THE
STOCK  PURCHASE  AGREEMENT  AND  ANY  OTHER  MATERIAL  DOCUMENTS.  PAYOR  HEREBY
EXPRESSLY  WAIVES ITS RIGHT TO NOTICE AND HEARING WITH RESPECT TO THE CONFESSION
OF JUDGMENT PROVISIONS SET FORTH HEREIN.

                       ARTICLE 11 WAIVER OF TRIAL BY JURY

      PAYOR AND PAYEE, BY ACCEPTANCE OF THIS NOTE,  HEREBY WAIVE, TO THE FULLEST
EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM,  WHETHER IN  CONTRACT,  TORT OR  OTHERWISE,  RELATING  DIRECTLY OR
INDIRECTLY  TO THE LOAN  EVIDENCED BY THIS NOTE,  THE  APPLICATION  FOR THE LOAN
EVIDENCED BY THIS NOTE OR THE OTHER SECURITY  DOCUMENTS OR ANY ACTS OR OMISSIONS
OF PAYEE OR PAYOR.

                        ARTICLE 12 SUCCESSORS AND ASSIGNS

      This obligation  shall bind Payor and its successors and assigns,  and the
benefits  hereof  shall  inure to Payee  and its  successors  and  assigns,  and
subsequent holders hereof.

<PAGE>

                            ARTICLE 13 GOVERNING LAW

      This Note shall be governed by, and  construed  and enforced in accordance
with,  the  laws of the  Commonwealth  of  Pennsylvania  without  regard  to its
principles of choice of law.

                          ARTICLE 14 PARTIAL INVALIDITY

      In case any term or provision of this Note or the  application  thereof to
any Person (as hereinafter  defined) or any circumstances shall to any extent be
unenforceable  or invalid for any reason,  the  remainder  of this Note,  or the
application  of such term or  provision to Persons or  circumstances  other than
those as to which it is invalid or unenforceable, shall not be impaired thereby,
and such  provision  shall be deemed  modified  to the  extent  necessary  to be
enforceable,  or if such modification is not practicable,  shall be deleted from
this Note.

                             ARTICLE 15 DEFINITIONS

      All  capitalized  terms used herein and not defined  herein shall have the
same meaning as set forth in the Stock  Purchase  Agreement.  The word "Business
Day" shall mean any day other than a Saturday,  Sunday, public holiday under the
laws  of  the  commonwealth  of  Pennsylvania  or  other  day on  which  banking
institutions  are  authorized  or obligated to close in  Pennsylvania.  The word
"Payor" shall mean the  corporation  named in this Note,  and the successors and
assigns  of Payor.  The word  "Person"  shall mean an  individual,  corporation,
partnership,  trust,  unincorporated  association,  joint  venture,  joint-stock
company,  government (including political subdivisions),  governmental authority
or agency, or any other entity.

                            ARTICLE 16 AUTHORIZATION

      The Persons  exceeding this instrument for and on behalf of Payor,  hereby
warrant,  covenant,  represent  and  confirm  that  they are  duly  and  legally
designated  and  authorized  to  execute  and  deliver  this  Note and that this
instrument  is valid and  binding on Payor and the Land in  accordance  with its
terms by reason of such execution.

                     ARTICLE 17 PAYEE"S RECORDS CONTROLLING

      The unpaid  principal  amount of this Note,  the unpaid  interest  accrued
hereon,  the interest rate or rates  applicable to such unpaid  principal amount
and the duration of such  applicability  shall at all times be ascertained  from
the records of Payee, which shall be conclusive absent manifest error.

                               ARTICLE 18 WAIVERS

      Except as expressly  provided  herein or therein,  Payor hereby  expressly
waives presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of
this Note, the Stock Purchase  Agreement,  the Stock Escrow  Agreement and other
Material Documents,  and an action for amounts due hereunder or thereunder shall
immediately accrue.

<PAGE>

                               ARTICLE 19 NOTICES

      All  notices,  requests,  demands,  directions  and  other  communications
(collectively, "Notices") under the provisions hereof shall be in writing unless
otherwise expressly permitted hereunder,  shall be sent as provided in the Stock
Purchase  Agreement and shall be effective when received.  Payee may rely on any
notice  purportedly  made by or on behalf of  Payor,  and shall  have no duly to
verify the identity or authority of the person giving such notice.

                           ARTICLE 20 ATTORNEYS' FEES

      If this Note is placed in the hands of an attorney  at law for  collection
by reason of an Event of Default on the part of Payor,  Payor  hereby  agrees to
pay to Payee,  in addition to the sums stated  above,  the costs of  collection,
including reasonably attorneys' fees incurred in connection therewith.

                         ARTICLE 21 NO ORAL MODIFICATION

      This Note may not be amended, modified or supplemented orally, but only by
an agreement in writing signed by the parties.

                    ARTICLE 22 JOINT AND SEVERAL OBLIGATIONS

      The  obligations of each person or entity  comprising  Payor hereunder and
under the Stock Purchase Agreement and Stock Escrow Agreement shall be joint and
several obligations.

                      ARTICLE 23 COMPLIANCE WITH USURY LAWS

      It is the intention of the parties to conform  strictly to the usury laws,
whether  state or federal,  which are  applicable to this Note.  All  agreements
between Payee and Payor,  whether now existing or hereafter  arising and whether
oral or written, are hereby expressly limited so that in no contingency or event
whatsoever,  whether by acceleration of maturity hereof or otherwise,  shall the
amount paid or agreed to be paid to Payee or the holder hereof,  or collected by
Payee or such holder,  for the use,  forbearance or detention of the money to be
loaned hereunder or otherwise, or for the payment or performance of any covenant
or obligation  contained  herein,  or in any of the Loan  Documents,  exceed the
maximum  amount  permissible  under  applicable  federal or state usury laws. If
under any circumstances whatsoever fulfillment of any provision hereof or of the
Loan  Documents,  at the time  performance of such provision shall be due, shall
involve  exceeding the limit of validity  prescribed by law, then the obligation
to be fulfilled shall be reduced to the limit of such validity; and if under any
circumstances  Payee or other holder  hereof shall ever receive an amount deemed
interest by applicable  law,  which would exceed the highest  lawful rate,  such
amount that would be excessive  interest  under  applicable  usury laws shall be
applied to the  reduction of the  principal  amount owing  hereunder or to other
indebtedness  secured by the Loan Documents and not the payment of interest,  or
if such  excessive  interest  exceeds the unpaid  balance of principal  and such
other  indebtedness,  the excess  shall be deemed to have been a payment made by
mistake  and shall be  refunded  to Payor or to any  other  person  making  such
payment  on  Payor's  behalf.  All sums paid or agreed to be paid to the  holder
hereof  for the use,  forbearance  or  detention  of the  indebtedness  of Payor
evidenced  hereby,  outstanding from time to time shall, to the extent permitted
by applicable law, and to the extent  necessary to preclude  exceeding the limit
of validity  prescribed  by law, be amortized,  pro-rated,  allocated and spread
from the date of disbursement of the proceeds of this Note until payment in full
of the Loan evidenced  hereby and thereby so that the actual rate of interest on
account of such indebtedness is uniform  throughout the term hereof and thereof.
The terms and  provisions of this  paragraph  shall control and supersede  every
other provision of all agreements  between Payor,  any endorser or Guarantor and
Payee.

<PAGE>

                            ARTICLE 24 DEFINED TERMS

      Capitalized  terms used herein and not  otherwise  defined  shall have the
meanings ascribed to such terms in the Stock Purchase Agreement.

IN WITNESS  WHEREOF,  Payor has duly executed and delivered  this Note as of the
day and year first above written.

ATTEST: FTS Group, Inc., a Nevada corporation


                                        By: /s/ Scott Gallagher
----------------------------                ----------------------------
                                            Scott Gallagher, President & CEO

</TEXT>
</DOCUMENT>
