Exhibit 10.12

                    CONFIDENTIALITY AND NO CONFLICT AGREEMENT
                    -----------------------------------------


Prior  to  discussing  the  possibility  of  FTS  Apparel,  Inc DBA FTS Wireless
becoming  a  Subcontractor  for  AMERICAN  CONNECTIONS,  LLC  (Company),  the
undersigned  agrees  as  follows:

For  the  purposes  of  this Agreement the term "Confidential Information" shall
mean  all  confidential  and  proprietary  information,  both  oral and written,
relating  to  Company  and  its business, including without limitation, all such
information  and  discussions  relating to the Subcontractor program, financial,
compensation,  sales  and  marketing,  business  and promotional information and
trade  secrets.  Confidential  Information  shall  also  include any information
developed  by  a  party  for the other party to the extent that such information
contains  or  is  based  upon  Confidential  Information.  Any  material  and
information provided by Company to the undersigned should be deemed Confidential
Information.

The undersigned agrees that all negotiations and discussions between Company and
undersigned  concerning  the  Company's  Subcontractor Program are confidential.
The  undersigned  agrees  to  hold all Confidential Information in the strictest
trust  and confidence.   The undersigned agrees not to disclose such information
and discussions to any third party without Company's prior written consent.  The
undersigned  agrees  that  any breach of confidentiality by the undersigned will
cause irreparable injury to Company.  The undersigned agrees that in addition to
any  other legal remedies available to Company, the Company shall have the right
to  obtain  injunctive  relief  against  the  continuation  of  such  breach  of
confidentiality,  and  a  decree  for  specific performance of the terms of this
Agreement.

The undersigned warrants that it is free to enter into negotiations with Company
to  become  a  Sub-Contractor  for  Company  for  the  sale  of various Wireless
Services.   The  undersigned  approached  Company on its own and in a completely
voluntary  manner  and  represents  that  its discussions with Company in no way
violate  any  legal obligation or contract to which undersigned is a party.  The
undersigned  agrees  to  indemnify  and hold harmless Company from any action or
claim  by  any  person  or  entity  resulting  from  the  representation  made.


AGREED  &  ACCEPTED:
- -------------------


FTS  Apparel,  Inc.
Subcontractor  Name

Scott  Gallagher
Signature

Scott  Gallagher
Printed  Signature

CEO
Title

2/28/2002
Date