FIRST AMENDMENT
                                       TO
                              COMMITMENT AGREEMENT

     THIS  FIRST AMENDMENT TO COMMITMENT AGREEMENT (this "Amendment") is made as
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of  March  27, 2006, between Private Trading Systems, Inc., a Nevada Corporation
(the  "Company") and Terence P. Ramsden ("Ramsden"), an individual, or an entity
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owned  and controlled by Ramsden, as a past and, potentially, future investor in
the  Company  (collectively,  the  "Investor").  Capitalized terms not otherwise
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defined  herein shall have the same meaning set forth in that certain Commitment
Agreement  (the  "Agreement")  made as of November 21, 2005, between Company and
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Investor.

                                   BACKGROUND

     The  Company  and the Investor entered into the Agreement pursuant to which
Investor  committed to invest funds in the Company provided that the Company met
certain  milestones.

     Pursuant  to  Section  7  of the Agreement, the parties desire to amend the
Agreement  in  the  manner  particularly  set  forth  below.

     For  and  in  consideration  of  the foregoing premises, and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  is  hereby
acknowledged,  the  parties  hereby  agree  as  follows:

                                    AMENDMENT

     1.     CONTINUING EFFECT OF THE AGREEMENT.  Except as expressly provided in
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this  Amendment,  the  Agreement  will  remain  unchanged  and in full force and
effect;  provided,  however,  nothing  contained  in the Agreement will have the
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effect  of  preventing  or  limiting,  in  any way, the terms of this Amendment.
Furthermore,  if any conflict arises between the terms of this Amendment and the
terms  of the Agreement, this Amendment will govern as to the conflicting terms.

     2.     AMENDMENT  OF  SECTION  1.     Section  1 of the Agreement is hereby
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deleted  and  replaced  in  its  entirety  by  the  following:

          1.     CAPITAL  INVESTMENT.  Within 90  days of  the occurrence of the
     shares  of  the  Company's  common stock being listed on the American Stock
     Exchange  ("AMEX"),  the Investor agrees that, upon written notice from the
                 ----
     Company and at the sole discretion of the Company, Investor will deliver US
     $20,000,000  worth  of  cash  and/or  liquid  securities, but excluding any
                                                               -------------
     shares  of  Birchington  Investments,  Ltd.  (collectively,  the  "Capital
                                                                        -------
     Investment"), to the Company in exchange for shares of the Company's common
     ----------
     stock  (the  "Stock")  in number equal to the quotient obtained by dividing
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     the  aggregate  value of the Capital Investment actually contributed to the
     Company by the fair market value of the Company's common stock as listed on
     AMEX.  The  fair market value will be determined by determining the average
     closing  price  of  the  Company's  common  stock  on  AMEX  for  the  five
     consecutive trading days preceding the date on which the Capital Investment
     is  due  to  the  Company.


<PAGE>
     3.     BINDING  NATURE  OF AMENDMENT; TRANSFER OF INTEREST.  This Amendment
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shall  be  binding upon and inure to the benefit of the parties hereto and their
respective heirs, personal representatives, successors, and assigns, except that
Investor  shall  not assign, grant a security interest in, or otherwise transfer
its  rights  under  this  Amendment  without the consent of the Company, and any
attempted  transfer  or grant without such consent shall be void and of no force
or  effect.

     4.     EXECUTION  IN  COUNTERPARTS.  This  Amendment may be executed in any
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number  of  counterparts,  each  of  which  shall be deemed to be an original as
against  any  party  whose  signature  appears  thereon,  and all of which shall
together  constitute  one  and the same instrument.  This Amendment shall become
binding  when  one  or more counterparts hereof, individually or taken together,
shall  bear  the  signatures  of  all  of  the  parties  reflected hereon as the
signatories.  Any  photographic  or xerographic copy of this Amendment, with all
signatures  reproduced  on  one  or  more  sets  of  signature  pages,  shall be
considered  for  all  purposes  as  if  it  were an executed counterpart of this
Amendment.  Signatures  may  be  given  by  facsimile  or  other  electronic
transmission,  and  such  signatures shall be fully binding on the party sending
the  same.

     5.     PROVISIONS  SEVERABLE.  The  provisions  of  this  Amendment  are
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independent of and severable from each other, and no provision shall be affected
or  rendered  invalid or unenforceable by virtue of the fact that for any reason
any other or others of them may be invalid or unenforceable in whole or in part.
Further,  if  a court of competent jurisdiction determines that any provision of
this Amendment is invalid or unenforceable as written, such court may interpret,
construe,  rewrite  or  revise  such provision, to the fullest extent allowed by
law,  so  as  to make it valid and enforceable consistent with the intent of the
parties.

     6.     CONSTRUCTION.  Each  party  hereto  acknowledges  that  it  was
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represented  by legal counsel (or had the opportunity to be represented by legal
counsel  but  chose not to be represented) in connection with this Amendment and
that  such  party  and  his,  her  or its counsel have reviewed and revised this
Amendment,  or have had an opportunity to do so but chose not to do so, and that
any  rule  of  construction  to  the  effect that ambiguities are to be resolved
against  the  drafting party shall not be employed in the interpretation of this
Amendment  or  any  amendments  or  any Exhibits or Schedules hereto or thereto.

                           (signature page to follow)


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<PAGE>
     IN  WITNESS WHEREOF, the parties have executed and delivered this Amendment
as  of  the  date  first  above  written.



     PRIVATE TRADING SYSTEMS, INC.                 TERENCE  P.  RAMSDEN


     /s/ C. Austin Burrell                         /s/ Terene P. Ramsden
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     C.  Austin  Burrell
     Chief  Executive  Officer







           [SIGNATURE PAGE TO FIRST AMENDMENT TO COMMITMENT AGREEMENT]


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