PRIVATE TRADING SYSTEMS, INC. 2005 STOCK INCENTIVE PLAN

                          NOTICE OF STOCK OPTION AWARD
                          ----------------------------



     Optionee's Name and Address:
                                    _________________________________
                                    _________________________________
                                    _________________________________

     Optionee  has  been granted an option to purchase shares of common stock of
Private  Trading Systems, Inc., a Nevada corporation (the "Company"), subject to
                                                           -------
the  terms  and  conditions of this Notice of Stock Option Award (the "Notice"),
                                                                       ------
the  Private  Trading  Systems, Inc., 2005 Stock Incentive Plan (the "Plan") and
                                                                      ----
the  Stock  Option  Award Agreement (the "Option Agreement") attached hereto, as
                                          ----------------
follows:

     Award  Number:                 ____________________

     Date  of  Grant:               ____________________

     Vesting  Commencement  Date:   ____________________

     Exercise  Price  per  Share:   $___________________

     Total Number of Shares of
     Common Stock Subject
     to the Option (the "Stock"):   ____________________
                         -----

     Total  Exercise  Price:        $___________________

     Type  of  Option:              [Non-Qualified  Stock  Option/Incentive
                                    Stock Option]

     Expiration  Date:              ____________________

     Type  of  Service:             ____________________



Vesting  Schedule:
-----------------

     Subject to Optionee's continuous service and other limitations set forth in
this  Notice, the Plan and the Option Agreement, the Option may be exercised, in
whole  or  in  part,  in  accordance  with  the  following  schedule:

     -    25%  of  the  Stock  will  vest  on  the  Vesting  Commencement  Date;

     -    25%  of  the  Stock  will vest on the first anniversary of the Vesting
          Commencement  Date;

     -    25%  of  the  Stock will vest on the second anniversary of the Vesting
          Commencement  Date;  and

     -    25%  of  the  Stock  will vest on the third anniversary of the Vesting
          Commencement  Date.


<PAGE>
     IN  WITNESS WHEREOF, the Company and the Optionee have executed this Notice
and  agree that the Option is to be governed by the terms and conditions of this
Notice,  the  Plan,  and  the  Option  Agreement.

                              PRIVATE TRADING SYSTEMS, INC.
                              a Nevada corporation

                              By:
                                 -----------------------------------------------
                              Chief  Executive  Officer  and  President

THE  OPTIONEE  ACKNOWLEDGES AND AGREES THAT THE STOCK SUBJECT TO THE OPTION WILL
VEST,  IF  AT  ALL,  ONLY  DURING THE PERIOD OF OPTIONEE'S CONTINUOUS SERVICE OR
EMPLOYMENT,  AS  APPLICABLE,  (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED
THE OPTION OR ACQUIRING STOCK HEREUNDER).  THE OPTIONEE FURTHER ACKNOWLEDGES AND
AGREES THAT NOTHING IN THIS NOTICE, THE OPTION AGREEMENT, OR THE PRIVATE TRADING
SYSTEMS, INC., 2005 STOCK INCENTIVE PLAN WILL CONFER UPON THE OPTIONEE ANY RIGHT
WITH RESPECT TO CONTINUATION OF OPTIONEE'S CONTINUOUS SERVICE OR EMPLOYMENT, NOR
WILL IT INTERFERE IN ANY WAY WITH THE OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO
TERMINATE  OPTIONEE'S  CONTINUOUS  SERVICE OR EMPLOYMENT, WITH OR WITHOUT CAUSE.

     The  Optionee  acknowledges  receipt  of  a copy of the Plan and the Option
Agreement,  and  represents  that  he, she, or it is familiar with the terms and
provisions  thereof,  and  hereby accepts the Option subject to all of the terms
and  provisions  hereof and thereof.  The Optionee has reviewed this Notice, the
Plan,  and  the  Option  Agreement  in their entirety, has had an opportunity to
obtain  the  advice  of  counsel  prior  to  executing  this  Notice,  and fully
understands  all  provisions  of this Notice, the Plan and the Option Agreement.
The  Optionee  hereby  agrees  to  accept  as  binding, conclusive and final all
decisions  or  interpretations  of  the Board of Directors of the Company or any
committee  created  by  the  Board  of Directors to administer the Plan upon any
questions  arising  under  this  Notice,  the Plan or the Option Agreement.  The
Optionee  further  agrees to notify the Company upon any change in the residence
address  indicated  in  this  Notice.


Dated:                                     Signed:
      --------------------------                  --------------------------
                                                   Optionee


                                        2
<PAGE>
                                                          AWARD NUMBER: ________

                          PRIVATE TRADING SYSTEMS, INC.
                            2005 STOCK INCENTIVE PLAN
                           STOCK OPTION AWARD AGREEMENT

                                    RECITALS

     The  Board  of  Directors  of  Private  Trading  Systems,  Inc.,  a  Nevada
corporation  (the  "Company") has adopted the Private Trading Systems, Inc. 2005
                    -------
Stock Incentive Plan ("Plan") as an incentive to retain key employees, officers,
                       ----
directors,  and  consultants  of  the  Company and to enhance the ability of the
Company  to  attract  new  employees, officers, directors, and consultants whose
services  are considered unusually valuable by providing an opportunity for them
to  have  a  proprietary  interest  in  the  success  of  the  Company.

     The  Board  of Directors of the Company ("Board") has approved the granting
                                               -----
of  options  to  Optionee pursuant to the Plan, the Notice of Stock Option Award
("Notice")  attached  hereto,  and  this  Agreement  to  provide an incentive to
  ------
Optionee to focus on the long-term growth of the Company.  All capitalized terms
set  forth  in this Stock Option Award Agreement that are not otherwise defined,
will  have  the  meaning  ascribed to them in the Plan or Notice, as applicable.

     1.     GRANT OF OPTION.  The Company hereby grants to the Optionee named in
            ---------------
the  Notice  the  right  and option (hereinafter referred to as the "Option") to
                                                                     ------
purchase  that  number  of  shares of Stock set forth in the Notice (such number
being  subject to  adjustment as provided in Section 12 hereof and Article 11 of
                                             ----------            ----------
the Plan) on the terms and conditions and at the exercise price all as set forth
in the Notice.  The Option may be exercised in whole or in part and from time to
time  as  hereinafter  provided.

     If  designated  in the Notice as an "Incentive Stock Option", the Option is
intended  to  qualify  as an Incentive Stock Option as defined in Section 422 of
the  Code.  However,  notwithstanding  such  designation, to the extent that the
aggregate  Fair Market Value of Stock subject to Options designated as Incentive
Stock Options which become exercisable for the first time by the Optionee during
any  calendar  year (under all plans of the Company or any parent or subsidiary)
exceeds  $100,000,  such  excess  Options,  to  the  extent of the Stock covered
thereby  in excess of the foregoing limitation, will be treated as Non-Qualified
Stock  Options.  For  this  purpose,  Incentive Stock Options will be taken into
account  in  the  order in which they were granted, and the Fair Market Value of
the  Stock  will  be  determined  as of the date the Option with respect to such
Stock  is  awarded.

     2.     VESTING  OF  OPTION.  The Option will vest and become exercisable in
            -------------------
accordance  with  the  Vesting  Schedule  set  forth  in  the  Notice:

     3.     EXERCISE  PRICE.  The  price  at  which Optionee will be entitled to
            ---------------
purchase the Stock covered by the Option will be the Exercise Price per Share as
set  forth  in  the  Notice.

     4.     TERM  OF  OPTION.  The  Option  granted  under  this  Agreement will
            ----------------
expire,  unless  otherwise  exercised,  ten  years from the Date of Grant as set
forth  in  the Notice, through and including the normal close of business of the
Company  on  the  Expiration Date as set forth in the Notice, subject to earlier
termination  as  provided  in  Section  8  hereof.
                               ----------

     5.     EXERCISE  OF  OPTION.  The Option may be exercised by Optionee as to
            --------------------
all  or  any part of the Stock then vested by delivery to the Company of written
notice  of  exercise in the form attached hereto as ExhibitA ("Exercise Notice")
                                                    --------   ---------------
and  payment  of  the  purchase  price  as  provided in Sections 6 and 7 hereof.
                                                        ----------     -


                                        2
<PAGE>
     6.     METHOD  OF  EXERCISING  OPTION.
            ------------------------------

            6.1   GENERAL.  Subject  to  the terms and conditions of this Option
Agreement,  the  Notice  and  the  Plan,  the  Option may be exercised by timely
delivery  to  the Company of the Exercise Notice, which notice will be effective
on  the  date  received  by the Company ("Effective Date").  The Exercise Notice
                                          --------------
will  state  Optionee's election to exercise the Option, the number of shares in
respect  of  which  an election to exercise has been made, the method of payment
elected (see Section 7 hereof), the exact name or names in which the shares will
             ---------
be  registered and the Social Security number of Optionee.  Such Exercise Notice
will  be  signed  by Optionee and will be accompanied by payment of the purchase
price  of such shares.  In the event the Option will be exercised by a person or
persons  other  than Optionee pursuant to Section 8 hereof, such Exercise Notice
                                          ---------
will  be signed by such other person or persons and will be accompanied by proof
acceptable  to  the  Company  of  the  legal  right of such person or persons to
exercise  the  Option.  All shares delivered by the Company upon exercise of the
Option  will  be  fully  paid  and  nonassessable  upon  delivery.

            6.2   TAXES.  No  shares  of Stock will be delivered to the Optionee
or  other  person  pursuant  to the exercise of the Option until the Optionee or
other  person  has  made arrangements acceptable to the Committee or the Company
for  the satisfaction of foreign, federal, state and local income and employment
tax  withholding  obligations.  Upon  exercise of the Option, the Company or the
Optionee's employer may withhold or collect from the Optionee or other person an
amount  sufficient  to  satisfy  such  tax  obligations.

            6.3   OPTIONEE'S  REPRESENTATIONS.  In  the  event  the  Stock
purchasable pursuant to the exercise of the Option has not been registered under
the  Securities  Act  of  1933,  as  amended ("Securities Act"), at the time the
                                               --------------
Option  is  exercised,  the  Optionee  will,  if  requested  by  the  Company,
concurrently  with  the exercise of all or any portion of the Option, deliver to
the Company a  standard  investment  representation  in  the  form  attached  as
Exhibit B.
---------

     7.     METHOD  OF  PAYMENT  FOR OPTIONS.  Payment for shares purchased upon
            --------------------------------
the exercise of the Option will be made by Optionee in cash, previously-acquired
Stock  or  such  other  method permitted by the Board or a committee thereof and
communicated  to Optionee in writing prior to the date Optionee exercises all or
any  portion  of  the  Option.

     8.     TERMINATION  OF  EMPLOYMENT.
            ---------------------------

            8.1   GENERAL.  If the Optionee terminates service or employment for
any  reason  other  than  death or Disability, then the Optionee may at any time
within  90  days  after the effective date of termination of employment exercise
the  Option  to the extent that the Optionee was entitled to exercise the Option
at the date of termination, provided that the Option will lapse immediately upon
a  termination  for Cause.  In no event will the Option be exercisable after the
Expiration  Date  as  set  forth  in  the  Notice.

            8.2   DEATH OR DISABILITY OF OPTIONEE.  In the event of the death or
Disability  (as  that  term  is defined in the Plan) of Optionee within a period
during  which  the  Option,  or  any  part thereof, could have been exercised by
Optionee,  including  90 days after termination of service or employment without
cause (the "Option Period"), the Option will lapse unless it is exercised within
            -------------
the  Option  Period  and  in  no  event  later  than 12 months after the date of
Optionee's death or Disability by Optionee or Optionee's legal representative or
representatives  in  the  case  of a Disability or, in the case of death, by the
person  or persons entitled to do so under Optionee's last will and testament or
if  Optionee fails to make a testamentary disposition of such Option or will die
intestate,  by  the  person or persons entitled to receive such Option under the
applicable  laws  of  descent  and  distribution.  An  Option  may  be exercised
following the death or Disability of Optionee only if the Option was exercisable
by  Optionee immediately prior to his death or Disability.  In no event will the
Option  be  exercisable  after  the  Expiration  Date.  The Board or a committee
thereof will have the right to require evidence satisfactory to it of the rights
of  any person or persons seeking to exercise the Option under this Section 8 to
                                                                    ---------
exercise  the  Option.


                                        3
<PAGE>
     9.     NONTRANSFERABILITY.  The  Option  granted  by  this Option Agreement
            ------------------
will  be  exercisable  only  during the term of the Option provided in Section 4
                                                                       ---------
hereof  and, except as otherwise provided herein, only by Optionee during his or
her  lifetime  and  while  an  Optionee of the Company.  This Option will not be
transferable  by  Optionee or any other person claiming through Optionee, either
voluntarily  or  involuntarily,  except  by  will  or  the  laws  of descent and
distribution  or such other events as set forth in this Option Agreement and the
Plan. Notwithstanding the foregoing, Optionee will be permitted to transfer this
Option to a trust for estate planning purposes. In addition, the Stock purchased
under this Option Agreement will be subject to the resale restrictions set forth
in  the  Option  Agreement  and  the  Plan.

     10.     MARKET  STAND-OFF AGREEMENT.  Optionee, if requested by the Company
             ---------------------------
and  an underwriter of Stock (or other securities) of the Company, agrees not to
sell  or otherwise transfer or dispose of any Stock (or other securities) of the
Company  held  by Optionee during the period not to exceed 180 days as requested
by  the  managing  underwriter  following  the  effective date of a registration
statement of the Company filed under the Securities Act.  Such agreement will be
in  writing  in  a  form  satisfactory to the Company and such underwriter.  The
Company  may  impose  stop  transfer  instructions with respect to the Stock (or
other  securities)  subject  to  the foregoing restriction until the end of such
project.

     11.     ADJUSTMENTS  IN NUMBER OF SHARES AND OPTION PRICE.  In the event of
             -------------------------------------------------
a stock dividend or in the event the Stock will be changed into or exchanged for
a  different  number  or  class  of shares of stock of the Company or of another
corporation,  whether  through reorganization, recapitalization, stock split-up,
combination  of  shares,  merger or consolidation, there will be substituted for
each  such  remaining  share of Stock then subject to this Option the number and
class  of  shares of stock into which each outstanding share of Stock will be so
exchanged, all without any change in the aggregate purchase price for the shares
then  subject  to  the  Option,  all  as  set  forth  in Section 10 of the Plan.
                                                         ----------

     12.     DELIVERY  OF  SHARES.  No  shares  of  Stock will be delivered upon
             --------------------
exercise  of the Option until (i) the purchase price will have been paid in full
in  the  manner  herein  provided; (ii) applicable taxes required to be withheld
have been paid or withheld in full; (iii) approval of any governmental authority
required  in  connection  with the Option, or the issuance of shares thereunder,
has  been  received by the Company. Optionee understands and agrees that Company
may cause certain legends as appropriate to reflect applicable state and federal
securities  laws  or  applicable  contractual restrictions to be placed upon any
certificate(s)  evidencing ownership of the Stock delivered upon exercise of the
Option.

     13.     SECURITIES  ACT.  The  Company  will not be required to deliver any
             ---------------
shares of Stock pursuant to the exercise of all or any part of the Option if, in
the  opinion  of  counsel  for  the  Company,  such  issuance  would violate the
Securities  Act  or  any  other  applicable  federal or state securities laws or
regulations.

     14.     DEFINITIONS; COPY OF PLAN.  To the extent not specifically provided
             -------------------------
herein,  all  capitalized terms used in this Option Agreement will have the same
meanings  ascribed  to  them  in the Plan and Notice as the case may be.  By the
execution  of  the  Notice, Optionee acknowledges receipt of a copy of the Plan.

     15.     ADMINISTRATION.  This Option Agreement will at all times be subject
             --------------
to  the  terms  and  conditions of the Plan and the Plan will in all respects be
administered by the Committee in accordance with the terms of and as provided in
the Plan.  The Committee will have the sole and complete discretion with respect
to  all  matters  reserved to it by the Plan and decisions of the Committee with
respect  thereto  and  to  this  Option Agreement will be final and binding upon
Optionee  and  the  Company.  In the event of any conflict between the terms and
conditions  of  this  Option  Agreement and the Plan, the provisions of the Plan
will  control.

     16.     CONTINUATION  OF  EMPLOYMENT.  This  Option  Agreement  will not be
             ----------------------------
construed  to  confer  upon  Optionee any right to continue in the employment or
service  of the Company and will not limit the right of the Company, in its sole
and  absolute  discretion,  to terminate the employment of Optionee at any time.


                                        4
<PAGE>
     17.     OBLIGATION  TO  EXERCISE.  Optionee  will  have  no  obligation  to
             ------------------------
exercise  any  Option  granted  by  this  Option  Agreement.

     18.     GOVERNING  LAW.  This  Option  Agreement  will  be  interpreted and
             --------------
administered  under  the  laws  of  the  State  of  Arizona.

     19.     AMENDMENTS.  This Option Agreement may be amended only by a written
             ----------
agreement  executed  by  the  Company  and  Optionee.  The  Company and Optionee
acknowledge  that  changes in federal tax laws enacted subsequent to the Date of
Grant,  and  applicable  to  stock  options, may provide for tax benefits to the
Company  or  Optionee.  In  any  such event, the Company and Optionee agree that
this  Option Agreement may be amended as necessary to secure for the Company and
Optionee any benefits that may result from such legislation.  Any such amendment
will  be  made  only  upon the mutual consent of the Company and Optionee, which
consent  (of  either  party)  may  be  withheld  for  any  reason.

     20.     TAX CHARACTERIZATION.  This Option  is  intended to be eligible for
             --------------------
treatment as an Incentive Stock Option under Section 422 of the Code ("Incentive
                                                                       ---------
Stock"),  then  whether this Option will receive such tax treatment will depend,
-----
in part, on the actions by Optionee after exercise of this Option.  For example,
if  Optionee  disposes  of any of the Incentive Stock acquired under this Option
within  two  years  after  the  Date of Grant and within one year of the date of
exercise  of  this  Option,  Optionee may lose the benefits of Code Section 422.
Accordingly,  the  Company  makes  no  representations by way of the Notice, the
Plan,  this  Option  Agreement,  or  otherwise,  with  respect to the actual tax
consequences  of  the  grant  or  exercise  of  this  Option  or  the subsequent
disposition  of  the  Stock  acquired  under  this  Option.

     If Optionee sells or makes a disposition (within the meaning of Section 422
of  the  Code)  of  any  Incentive Stock acquired under this Option prior to the
later of (i) one year from the date of exercise of such Stock, or (ii) two years
from the Date of Grant, Optionee agrees to give written notice to the Company of
such disposition.  The notice will include Optionee's name, the number, exercise
price  and  exercise  date  of  the shares of Stock disposed of, and the date of
disposition.

     21.     LIMITS  ON  TRANSFER.  This Option and the Stock purchased upon the
             --------------------
exercise  of  the  Option will be subject to the Limits on Transfer contained in
the  Plan.

                  [REMAINDER OF  PAGE INTENTIONALLY LEFT BLANK]


                                        5
<PAGE>
                                    EXHIBIT A
                                    ---------

             PRIVATE TRADING SYSTEMS, INC. 2005 STOCK INCENTIVE PLAN

                                 EXERCISE NOTICE
                                 ---------------


Private Trading Systems, Inc.
15849 North 71st Street, Suite 105
Scottsdale, Arizona 85254

Attention:  Secretary

1.   Effective as of today, ______________, ___ the undersigned (the "Optionee")
                                                                      --------
     hereby  elects  to  exercise  the Optionee's option to purchase ___________
     shares  of the Common Stock (the "Stock") of Private Trading Systems, Inc.,
                                       -----
     a  Nevada  corporation  (the  "Company")  under and pursuant to the Private
                                    -------
     Trading  Systems,  Inc., 2005 Stock Incentive Plan (the "Plan") and the [ ]
                                                              ----
     Incentive  [  ]  Non-Qualified  Stock  Option  Award Agreement (the "Option
     Agreement")  and  Notice  of  Stock  Option  Award  (the  "Notice")  dated
                                                                ------
     ______________,  ________.  To the extent not specifically provided herein,
     all  capitalized  terms  used  in  this  Exercise Notice will have the same
     meanings  ascribed  to them in the Plan and the Notice, as the case may be.

2.   Representations  of  the  Optionee.  The  Optionee  acknowledges  that  the
     ----------------------------------
     Optionee  has  received,  read  and understood the Notice, the Plan and the
     Option  Agreement  and  agrees  to abide by and be bound by their terms and
     conditions.

3.   Rights  as  Shareholder.  Until the stock certificate evidencing such Stock
     ---------------------
     is  issued  (as  evidenced  by  the  appropriate  entry on the books of the
     Company or of a duly authorized transfer agent of the Company), no right to
     vote  or  receive dividends or any other rights as a shareholder will exist
     with respect to the Shares, notwithstanding the exercise of the Option. The
     Company will issue (or cause to be issued) such stock certificate within 30
     days  after  the  Option  is  exercised.  No  adjustment will be made for a
     dividend  or other right for which the record date is prior to the date the
     stock  certificate  is  issued,  except  as  provided  in  of  the  Plan.

4.   Delivery  of  Payment.  The  Optionee  herewith delivers to the Company the
     ---------------------
     full Exercise Price for the Stock in the form(s) provided for in the Option
     Agreement.

5.   Tax  Consultation.  The  Optionee  understands that the Optionee may suffer
     -----------------
     adverse  tax  consequences  as  a  result  of  the  Optionee's  purchase or
     disposition  of  the  Stock.  The Optionee represents that the Optionee has
     consulted  with  any  tax  consultants  the  Optionee  deems  advisable  in
     connection  with  the  purchase  or  disposition  of the Stock and that the
     Optionee  is  not  relying  on  the  Company  for  any  tax  advice.

6.   Taxes.  The  Optionee  agrees  to  satisfy all applicable foreign, federal,
     -----
     state  and  local  income  and  employment  tax withholding obligations and
     herewith delivers to the Company the full amount of such obligations or has
     made arrangements acceptable to the Company to satisfy such obligations. In
     the case of an Incentive Stock Option, the Optionee also agrees, as partial
     consideration  for  the  designation  of  the  Option as an Incentive Stock
     Option,  to  notify  the  Company in writing within thirty (30) days of any
     disposition  of  any  shares  acquired  by  exercise  of the Option if such
     disposition  occurs  within two (2) years from the Award Date or within one
     (1)  year from the date the Shares were transferred to the Optionee. If the
     Company  is required to satisfy any foreign, federal, state or local income
     or  employment  tax withholding obligations as a result of this Option, the
     Optionee  agrees to satisfy the amount of such withholding in a manner that
     the  Committee  prescribes.

7.   Restrictive  Legends.  The  Optionee  understands  and  agrees  that  the
     --------------------
     Company  may  cause  certain  legends  as appropriate to reflect applicable
     state and federal securities laws or applicable contractual restrictions to
     be  placed  upon  any  certificate(s)  evidencing  ownership  of  the Stock
     delivered  upon  exercise  of  this  Option.

                                      A - 1
<PAGE>
8.   Successors  and  Assigns.  The  Company  may assign any of its rights under
     ------------------------
     this  Exercise  Notice  to single or multiple assignees, and this agreement
     will  inure  to  the  benefit of the successors and assigns of the Company.
     Subject  to  the  restrictions  on transfer herein set forth, this Exercise
     Notice  will  be binding upon the Optionee and his or her heirs, executors,
     administrators,  successors  and  assigns.

9.   Headings.  The  captions  used  in  this  Exercise  Notice are inserted for
     --------
     convenience  and  will  not  be  deemed  a  part  of  this  agreement  for
     construction  or  interpretation.

10.  Interpretation.  Any  dispute  regarding  the  interpretation  of  this
     --------------
     Exercise  Notice  will  be  submitted  by  the  Optionee  or by the Company
     forthwith  to  the  Committee,  which  will review such dispute at its next
     regular  meeting. The resolution of such a dispute by the Committee will be
     final  and  binding  on  all  persons.

11.  Governing  Law;  Severability.  This  Exercise Notice is to be construed in
     -----------------------------
     accordance  with  and governed by the internal laws of the State of Arizona
     without  giving  effect  to  any  choice  of  law rule that would cause the
     application of the laws of any jurisdiction other than the internal laws of
     the  State  of  Arizona to the rights and duties of the parties. Should any
     provision  of  this  Exercise  Notice be determined by a court of law to be
     illegal  or  unenforceable,  the  other provisions will nevertheless remain
     effective  and  will  remain  enforceable.

12.  Notices.  Any  notice  required  or  permitted  hereunder  will be given in
     -------
     writing and will be deemed effectively given upon personal delivery or upon
     deposit  in the United States mail by certified mail, with postage and fees
     prepaid, addressed to the other party at its address as shown below beneath
     its  signature,  or  to  such  other address as such party may designate in
     writing  from  time  to  time  to  the  other  party.

13.  Further  Instruments.  The  parties  agree  to  execute  such  further
     --------------------
     instruments  and to take such further action as may be reasonably necessary
     to  carry  out  the  purposes  and  intent  of  this  agreement.

14.  Entire  Agreement.  The  Notice,  the  Plan  and  the  Option Agreement are
     -----------------
     incorporated  herein  by  reference  and together with this Exercise Notice
     constitute  the entire agreement of the parties with respect to the subject
     matter  hereof  and  supersede in their entirety all prior undertakings and
     agreements  of  the  Company  and  the Optionee with respect to the subject
     matter hereof, and may not be modified adversely to the Optionee's interest
     except  by  means  of  a  writing  signed  by the Company and the Optionee.

Submitted by:                               Accepted by:

OPTIONEE:                                   PRIVATE TRADING SYSTEMS, INC.

                                            By:
                                               ---------------------------------
                                            Title:
----------------------------------                ------------------------------
          (Signature)

Address:                                    Address:
-------                                     -------

----------------------------------          Private Trading Systems, Inc.
----------------------------------          15849 North 71st Street, Suite 105
                                            Scottsdale, Arizona 85254


                                      A - 2
<PAGE>
                                    EXHIBIT B
                                    ---------

             PRIVATE TRADING SYSTEMS, INC. 2005 STOCK INCENTIVE PLAN

                       INVESTMENT REPRESENTATION STATEMENT
                       -----------------------------------


GRANTEE:        ____________________________________

COMPANY:        PRIVATE TRADING SYSTEMS, INC.

SECURITY:       COMMON STOCK

AMOUNT:         ____________________________________

DATE:           ____________________________________

In  connection with the purchase of the above-listed Securities, the undersigned
Optionee  represents  to  the  Company  the  following:


Optionee  is aware of the Company's business affairs and financial condition and
has  acquired  sufficient information about the Company to reach an informed and
knowledgeable  decision  to acquire the Securities.  Optionee is acquiring these
Securities  for  investment  for Optionee's own account only and not with a view
to,  or  for  resale  in  connection with, any "distribution" thereof within the
meaning  of  the  Securities  Act  of  1933,  as amended (the "Securities Act").
                                                               --------------

Optionee acknowledges and understands that the Securities constitute "restricted
securities"  under  the  Securities  Act  and have not been registered under the
Securities  Act in reliance upon a specific exemption therefrom, which exemption
depends  upon  among other things, the bona fide nature of Optionee's investment
intent  as  expressed  herein.  Optionee further understands that the Securities
must  be  held  indefinitely  unless  they are subsequently registered under the
Securities  Act  or  an exemption from such registration is available.  Optionee
further  acknowledges and understands that the Company is under no obligation to
register  the  Securities.  Optionee understands that the certificate evidencing
the  Securities  will be imprinted with a legend which prohibits the transfer of
the  Securities  unless they are registered or such registration is not required
in  the  opinion  of  counsel  satisfactory  to  the  Company.

Optionee  is  familiar  with  the  provisions  of  Rule  701  and Rule 144, each
promulgated under the Securities Act, which, in substance, permit limited public
resale  of  "restricted  securities"  acquired,  directly or indirectly from the
issuer  thereof, in a non-public offering subject to the satisfaction of certain
conditions.  Rule  701  provides  that if the issuer qualifies under Rule 701 at
the time of the grant of the Option to the Optionee, the exercise will be exempt
from  registration  under  the Securities Act.  In the event the Company becomes
subject  to  the reporting requirements of Section 13 or 15(d) of the Securities
Exchange  Act of 1934, ninety (90) days thereafter (or such longer period as any
market stand-off agreement may require) the Securities exempt under Rule 701 may
be resold, subject to the satisfaction of certain of the conditions specified by
Rule  144,  including:  (1)  the  resale  being  made  through  a  broker  in an
unsolicited  "broker's  transaction"  or  in transactions directly with a market
maker  (as said term is defined under the Securities Exchange Act of 1934); and,
in  the case of an affiliate, (2) the availability of certain public information
about  the  Company,  (3)  the  amount of Securities being sold during any three
month period not exceeding the limitations specified in Rule 144(e), and (4) the
timely  filing  of  a  Form  144,  if  applicable.

     In  the  event that the Company does not qualify under Rule 701 at the time
of  grant  of  the  Option, then the Securities may be resold in certain limited
circumstances  subject  to the provisions of Rule 144, which requires the resale
to  occur not less than one year after the later of the date the Securities were
sold  by the Company or the date the Securities were sold by an affiliate of the
Company,  within the meaning of Rule 144; and, in the case of acquisition of the
Securities  by  an  affiliate,  or by a non-affiliate who subsequently holds the
Securities  less  than  two


                                      B - 1
<PAGE>
years,  the  satisfaction  of the conditions set forth in sections (1), (2), (3)
and  (4)  of  the  Section  immediately  above.
                   -------


Optionee  further  understands  that  in  the  event  all  of  the  applicable
requirements  of  Rule  701  or  144  are  not satisfied, registration under the
Securities  Act,  compliance  with  Regulation  A,  or  some  other registration
exemption  will  be  required; and that, notwithstanding the fact that Rules 144
and  701  are not exclusive, the Staff of the Securities and Exchange Commission
has  expressed  its  opinion  that  persons  proposing to sell private placement
securities  other  than  in a registered offering and otherwise than pursuant to
Rules 144 or 701 will have a substantial burden of proof in establishing that an
exemption from registration is available for such offers or sales, and that such
persons  and their respective brokers who participate in such transactions do so
at  their  own  risk.  Optionee understands that no assurances can be given that
any  such  other  registration  exemption  will  be  available  in  such  event.

Optionee represents that he or she is a resident of the state of ______________.

                                        Signature of Optionee:


                                        ----------------------------------------

                                        Date:
                                             -----------------------------------


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