DATED 15 NOVEMBER 2005
                            ------------------------



                       (1)     LINDSAY MEREDITH SMITH


                                       AND


                       (2)     THE PRIVATE TREATY MARKET PLC

                                       AND

                       (3)     PRIVATE TRADING SYSTEMS INC



                 ______________________________________________

                                SERVICE AGREEMENT
                  _____________________________________________



                       17 Hanover Square  London  W1S 1HU
                     Tel: 020 7917 8500  Fax: 020 7917 8555


<PAGE>
This Agreement is made on the 8th day of November 2005

BETWEEN:

1.   THE  PRIVATE  TREATY  MARKET PLC (Company Number 04696513) whose registered
     office  is  at  1  Mark Road, Hemel Hempstead, Hertfordshire, HP2 7BN ("the
     Company")

2.   PRIVATE  TRADING  SYSTEMS  INC  registered  under the laws of Nevada and of
     15849  North  71st  Street,  Suite  105,  Scottsdale,  AZ  85254  ("PTSI").

and

3.   LINDSAY  MEREDITH  SMITH  of 93 Highgate West Hill, Highgate, London N6 6EH
     ("the  Executive")

IT IS HEREBY AGREED AS FOLLOWS:

1    INTERPRETATION

1.1  In  this  Agreement  the  following  words  and  expressions shall have the
     following  meanings:

     1.1.1     "GROUP  COMPANY"  -  a  company  which  is  from  time  to time a
               Subsidiary  or  a  Holding Company of the Company or a Subsidiary
               (other  than  the  Company)  of  a Holding Company of the Company

     1.1.2     "GROUP"  the  Company and any Group Companies from time to time;

     1.1.3     "THE  BOARD"  -  the board of directors from time to time of the
               Company  including  any  committee of the board duly appointed by
               it;

     1.1.4     "SUBSIDIARY"  and  "Holding Company" - the meanings respectively
               ascribed  thereto  by  s.  736  of  the  Companies  Act  1985  as
               originally  enacted;

     1.1.5     "THE  ERA"-  the  Employment  Rights  Act  1996;  and

     1.1.6     "TERMINATION  DATE"  means  the  date  of  termination  of  the
               Executive's  employment.


1.2  References  in  this  Agreement  to  statutes  shall  include  any  statute
     modifying,  re-enacting, extending or made pursuant to the same or which is
     modified,  re-enacted,  or  extended  by  the  same.

1.3  Headings are for ease of reference only and shall not be taken into account
     in  the  construction  of  this  Agreement.


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<PAGE>
2    APPOINTMENT

2.1  The Company hereby appoints the Executive and the Executive agrees to serve
     the  Company  as  President  and Chief Executive Officer and as a statutory
     Director  from  the  date  hereof  ("the  Commencement  Date")  or  in such
     comparable  position as may from time to time in its absolute discretion be
     specified  by  the  Board  and  as  a  Director  of  PTSI.

2.2  If  the Executive is unable to fully carry out his duties due to illness or
     incapacity,  the  Company may, in its absolute discretion, engage or employ
     any  other  person  or  persons  to  perform some or all of the Executive's
     duties on a temporary basis until the Executive is able fully to resume the
     proper  performance  of  his  duties  hereunder.

2.3  Nothing  in this Agreement shall mean or be deemed to mean that the Company
     is  obliged  to provide work to the Executive or that the Executive has the
     right  to  perform  services  for  the  Company  or  the  Group  Company.

3    WARRANTIES  ON  APPOINTMENT

3.1  The following warranties will be deemed to be given by the Executive to the
     Company  on  the  date  of  this  Agreement:

     3.1.1     he has disclosed to the Board all information which might lead to
               a  conflict  between  his personal interests and the interests of
               the  Company  in  the  light  of  his  knowledge of the Company's
               current  plans  and  activities.  The  said  declaration includes
               without  limitation  a  list  of  all  his  current  substantial
               shareholdings  directorships,  partnerships and appointments; and

     3.1.2     he  has taken independent legal advice about the post termination
               restrictions  referred  to at clause 16 and he hereby agrees that
               the  said  restrictions  and definitions are reasonable as at the
               date  of  this  Agreement.

4     TERM OF APPOINTMENT

4.1  Subject to clause 18 hereof, the Executive's employment shall continue from
     the  Commencement  Date  for  a fixed period of five years until 7 November
     2010 ("the Fixed Term"). The term of employment under this Agreement may be
     extended  by  further  written  agreement between the parties in additional
     increments  of  two  years  or  longer, as the parties may agree, with such
     agreement  to  be reached by the parties no later than 60 days prior to the
     expiration  of the existing agreement. The Executive can at any time during
     his  employment,  terminate his employment by giving to the Company 90 days
     written  notice  to  terminate.

4.2  The  Company reserves the right, exercisable in its absolute discretion, to
     terminate  the  Executive's  employment  by making a payment in lieu of the
     unexpired  part  of  the  fixed  period  set out in clause 4.1 above or any
     further period or applicable notice agreed between the parties from time to
     time.  Any  payment  in lieu of notice shall consist of a sum equivalent to
     the


                                                                               2
<PAGE>
     Executive's  basic  salary  (at  the  rate applicable at the date notice is
     given)  and  benefits  (including within limitation bonus, car provision or
     allowances,  insurance  cover  and pension contributions) specified in this
     Agreement or otherwise, or a payment of the monetary value in lieu thereof,
     for  the  unexpired  part  of  the  Fixed  Term  or  any  further period or
     applicable  notice  agreed  between  the  parties  from  time to time. Such
     payment  in  lieu shall be subject to such lawful deductions as the Company
     is  required  to  make.

4.3  The  Executive's  continuous  employment with the Company will begin on the
     Commencement  Date.  No  employment  with a previous employer will count as
     part  of  the Executive's period of continuous employment with the Company.

5    POWERS,  DUTIES,  WORKPLACE  AND  WORKING  HOURS

5.1  During  the continuance of his employment hereunder the Executive shall owe
     a  duty  of  fidelity and good faith to the Company which shall include the
     following:

     5.1.1     unless  prevented by ill health or other unavoidable cause during
               Normal  Working  Hours  (as  defined in clause 5.3) the Executive
               shall  devote  his  attention  and  abilities to carrying out his
               duties hereunder and to the business of the Company and any Group
               Company,  and use his best endeavours to develop the business and
               interests  of  the  Company  and  any  Group Company and will not
               extend,  develop  or  evolve  the business of the Company and any
               Group  Company  other  than  through  the  Company  and any Group
               Company  and  will  bring  to  the  attention  of the Company any
               relevant  business  opportunities  for  the  Company or any Group
               Company  of  which  the  Executive  becomes  aware;

     5.1.2     the  Executive  shall diligently and faithfully serve the Company
               and  its Group Companies to the best of his ability and carry out
               his  duties  in  a  proper  and efficient manner and use his best
               endeavours  to  promote and maintain the interests and reputation
               of  the  Company  and  of  its  Group  Companies;

     5.1.3     the  Executive shall exercise such powers and perform such duties
               in  relation  to  the business of the Company and/or of its Group
               Companies  as  may  from time to time be vested in or assigned to
               him  by  the  Board;

     5.1.4     the  Executive  shall  keep the Board promptly and fully informed
               (in  writing  if  so requested) of his conduct of the business or
               affairs  of  the  Company  and/or its Group Companies and provide
               such  explanations  as  the  Board  may  reasonably  require; and

     5.1.5     inform the Company Secretary of any change in his home address or
               telephone  number,  bank or building society details (for payment
               purposes)  relevant  qualifications  and licences or any criminal
               charges  or  convictions.


                                                                               3
<PAGE>
5.2  Subject  to clause 2.4 the Executive's normal place of work shall initially
     be his home and thereafter shall be the Company's offices in Central London
     from  time  to  time.

5.3  Subject  to  clause  2.4 the Executive's normal working hours shall be five
     days  each  week  for  such  hours  as  may be necessary for the proper and
     efficient  performance  of  the  Executive's  duties.

6    WORKING  TIME  REGULATIONS  OPT-OUT

     The  parties agree that the Executive is regarded as a "managing executive"
     for  the purposes of the Working Time Regulations 1998 ("the Regulations").
     In  any  event, the Executive accepts that by signing this agreement he has
     agreed  that  regulation  4(1)  of  the  Regulations  (which  limits  the
     Executive's  working  time to an average of 48 hours for each 7 days) shall
     not  apply.  The  Executive  accepts  that  this  opt-out  will  be  for an
     indefinite  period  but  may be terminated by the Executive giving 3 months
     written  notice  of  termination of the opt-out to the Company at any time.

7    RESTRICTIONS  DURING  EMPLOYMENT

     The  Executive shall not during the continuance of his employment hereunder
     (whether  during or outside of his employment or his working hours) without
     the  prior  consent in writing of the Board either alone or jointly with or
     on  behalf  of  others  and  whether  directly or indirectly and whether as
     principal,  partner,  agent, shareholder, director, employee, consultant or
     otherwise  howsoever  shall  not  engage  in,  carry on or be interested or
     concerned  in  any  other  business,  trade,  profession,  occupation  or
     fee-earning activity which competes with the business of the Company or any
     Group Company or which may, in the opinion of the Board, cause conflicts of
     interest  in  connection  with the Executive's duties to the Company or any
     Group Company. This shall not preclude him from holding not more than three
     per cent of any class of issued shares or other securities which are listed
     or dealt in on any recognised stock exchange by way of bona fide investment
     only.

8    REMUNERATION

8.1  During  his  appointment the Company shall pay the Executive a basic salary
     at  the  rate  of  150,000(British Pounds Sterling) (US$262,000) per  annum
     which  shall  accrue  from  day  to  day  and  be  payable in equal monthly
     instalments  in  respect of the current month, on or before the last day of
     each  month  or the nearest working day thereto and shall be subject to all
     lawful  deductions.  The  salary  shall  be  deemed  to  include  any  fees
     receivable  by  the  Executive  as  a  Director of the Company or any Group
     Companies.  The  Executive's  salary  shall be reviewed 90 days before each
     anniversary of the Commencement Date by the Compensation Committee. For the
     avoidance  of  doubt,  remuneration  shall not be reduced without the prior
     written  consent  of  the  Executive.

8.2  For  the  purposes  of  the ERA the Executive authorises the Company at any
     time  during  his  employment,  and in any event upon termination howsoever
     arising,  to  deduct from the Executive's remuneration under this Agreement


                                                                               4
<PAGE>
     any sums from time to time owed by him to the Company or any Group Company,
     including  but  not  limited  to  any  outstanding  loans, advances, excess
     holiday, the cost of repairing any damage or loss of the Company's property
     caused by the Executive (and of recovering it) and any other monies owed by
     the  Executive  to  the  Company.

8.3  Any  benefits provided by the Company or any Group Company to the Executive
     which  are not expressly referred to in this Agreement shall be regarded as
     ex  gratia and made at the absolute discretion of the Company and shall not
     confer  any  contractual  entitlement  upon  the  Executive.

8.4  The  Executive  shall be  entitled  to  receive  the sum of 140,000(British
     Pounds  Sterling)  subject  to  all  lawful deductions, by way of a sign-on
     bonus.  This  sign-on bonus will be paid to the Executive within 60 days of
     the  Commencement  Date.

8.5  In  addition  to  the  bonus  at  clause  8.4 above, the Executive shall be
     entitled to an annual bonus which shall be based on performance targets and
     measures to be agreed in writing between the Executive and the Compensation
     Committee  in  advance  of  the  commencement  of  the  year for which such
     performance  measures  and targets shall be in place. For the first year of
     this  Agreement,  the  performance measures and targets will be established
     within  60  days  of the Commencement Date. The bonus shall be a minimum of
     75%  of  the  Executive's  basic  salary  and  a  maximum  of  150%  of the
     Executive's  basic  salary  in  any  given  year.

8.6  Option  Grants
     --------------

     Executive  will  have  been granted as of December 2004 an option entitling
     him to purchase 6,000,000 shares of the common stock of PTSI at an exercise
     price  of  US  $00.50 (Fifty Cents) per share, the fair market value at the
     time  Executive  was  granted  the option. The option is to be fully vested
     upon  issuance  and  shall have full registration rights, and shall have an
     expiration  period  of  seven  years. As an additional incentive, PTSI will
     issue  to  Executive  an  additional  option  under the Company's Long-Term
     Equity  Incentive  Plan  once  adopted  entitling  Executive to purchase an
     additional  6,000,000  shares  of  PTSI  common  stock  pursuant  to PTSI's
     standard  form  of  option agreement. The sequent option will vest in three
     equal  installments on an annual basis over a three year period, contingent
     only  upon  Executive's  continued  employment  with  PTSI  or the Company.

9    EXPENSES

9.1  The  Company  shall reimburse to the Executive first class travel expenses,
     hotel,  entertainment and other out-of-pocket expenses, and travel expenses
     of  his  spouse where appropriate, reasonably incurred by him in the proper
     performance of his duties (which shall include without limitation attending
     approved  professional  meetings  and  furthering  the Company's interests)
     hereunder  subject  to  his  compliance  with  the  Company's guidelines as
     amended  from  time  to  time  relating  to  expenses and to production (if
     required)  of receipts, vouchers or other evidence of actual payment of the
     expenses.


                                                                               5
<PAGE>
9.2  Throughout  the  Executive's  employment,  the  Company  shall  pay  to the
     Executive the sum of 5,000(British Pounds Sterling) (US$8,750) per annum in
     respect  of  obtaining tax, legal and other professional advice relating to
     his  office  and  employment.

9.3  Throughout  the  Executive's employment, the Company shall provide suitable
     office  equipment  (to include without limitation computers, a photocopier,
     fax,  telephone,  and  such other equipment the Executive requires to carry
     out  his  duties)  which  the  Company  will upgrade or replace every three
     years. The Company agrees that upon termination of this Agreement howsoever
     arising,  such  equipment shall be transferred to the Executive and so will
     not  be  returned  to  the  Company.

10   BENEFITS

10.1 Private  Medical  Insurance
     ---------------------------

     Throughout  his  employment  the  Executive  and  his  spouse and dependent
     children up to the age of 18 shall be entitled to membership of any Company
     or  Group private medical insurance scheme in place. In the absence of such
     a  scheme  being  in  place  or  if the Executive elects to arrange his own
     cover,  the  Company  will pay the reasonable cost of the Executive putting
     such  cover  into  place.

10.2 Permanent  Health  Insurance  and  Critical  Illness  Cover
     -----------------------------------------------------------

     Throughout  his  employment the Executive is entitled to participate in the
     Company or Group permanent health insurance and critical illness schemes if
     any  are  in place. The Company shall procure that such cover shall provide
     for  payments  over  a  minimum  period  of  five  years at a daily rate of
     285(British Pounds Sterling) (US$500) or more. If there are no such schemes
     in  place  or if the Executive elects to arrange his own cover, the Company
     will  pay  the  reasonable  cost  of  the Executive putting such cover into
     place.  Furthermore,  the  Company  agrees not to terminate the Executive's
     employment  if such termination prejudices the Executive's right to receipt
     of  benefits  under  such  a  scheme.

10.3 Life  Assurance
     ---------------

     Throughout  his  employment the Executive is eligible to participate in the
     Company's or Group's life assurance scheme for the time being in force. The
     Company  will procure that such life cover shall be for a sum equivalent to
     2,000,000(British  Pounds Sterling)  (US$3,500,000),  and be payable to the
     beneficiary  of  the  Executive's choice. If no such cover is in place, the
     Company  will  pay  the  reasonable  cost  of  putting such cover in place.


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<PAGE>
10.4 Director's  and  Officers  liability
     ------------------------------------

     10.4.1    The  Company  will  arrange, with effect from the commencement of
               the  Executive's  employment,  directors' and officers' liability
               insurance  for  the Executive's benefit and all other appropriate
               and  relevant  insurance  to  cover  all acts done by him in good
               faith  as  an  officeholder  of  the  Company  and  Group.

     10.4.2    The  Company also hereby agrees to indemnify the Executive and to
               keep  him  indemnified  on a full indemnity and continuing basis,
               even  after the termination of his office, employment and/or this
               Agreement, in respect of all matters, costs, claims, expenses and
               legal  expenses  arising  out of his appointment as a director of
               and/or  his employment with the Company and Group. This indemnity
               shall  all  survive  any  revisions  to  this  Agreement  or  the
               Company's  Memorandum and Articles of Association or amendment or
               repeal  of  any  of  the  Bylaws  relevant  to  the  Group.

10.5 Professional  Membership
     ------------------------

     The Company shall throughout the Executive's employment pay the cost of two
     appropriate memberships (which shall include without limitation memberships
     of  any  appropriate  professional bodies or associations or clubs) for the
     Executive  in  each  year.

10.6 Motor  car
     ----------

     10.6.1    During  the  Executive's  employment  under  this  Agreement  and
               whilst  the  Executive  is legally entitled to drive, the Company
               will  provide  him with a motor car for use in the performance of
               his  duties  under  this  Agreement and for his personal use. The
               type  and  model  of  the car will be determined by the Board and
               will at all times be commensurate with the Executive's status and
               of equivalent grade to the company car driven by the Executive as
               at the date of commencement of this Agreement. Subject as follows
               the  Company  will  bear  the  cost petrol and oil whether or not
               associated  with  personal  use,  insuring,  testing,  taxing,
               repairing  and  maintaining  the motor car and providing suitable
               accidental  break  down  cover.

     10.6.2    The  Executive  will  alternatively,  if  he  does not wish to be
               provided  with a company car in accordance with clause 10.6.1, be
               entitled  to  a  car allowance of 10,000(British Pounds Sterling)
               per  annum which shall be paid with salary and be subject to PAYE
               deductions and any other statutory deductions. The amount will be
               reviewed  and  may  be  adjusted  annually.

     10.6.3    The  Executive  will be permitted reasonable use of the motor car
               for his own private purposes (including use on holidays) but must
               pay  all  fuel  expenses  directly  attributable  to  such  use.


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<PAGE>
     10.6.4    The  Executive  will  take  good  care  of the motor car and will
               observe  the  terms and conditions of any policy of insurance and
               all regulations issued from time to time by the Company regarding
               the  use  of  motor  cars  provided to its officers or employees.

     10.6.5    The  motor  car will be replaced every three years with such make
               and  model  as  the  Board  may  reasonably  determine.

     10.6.6    On  the  termination  of  his employment under this Agreement for
               any reason the motor car then in the Executive's possession shall
               become  his  personal  property  free  and  clear of all liens or
               further  obligations.

10.7 Travel  Accident  Insurance
     ---------------------------

     Throughout  his  employment, the Company shall put in place for the benefit
     of  the Executive travel accident insurance in the sum of 2,000,000(British
     Pounds  Sterling)  (US$3,500,000) which shall be payable to the beneficiary
     of  the  Executive's  choice.

10.8 Other  Benefits
     ---------------

     The  Executive  shall  be  entitled to all other benefits provided to other
     senior  executive  employees  of the Company or the Group, as and when such
     benefits  become  available.

11   PENSION

     The  Company  will pay contributions at the rate of an amount equivalent to
     20% per annum of the Executive's basic salary to an Inland Revenue approved
     personal  pension  scheme  of his choice subject to relevant Inland Revenue
     limits  from  time  to  time. There is not a contracting-out certificate in
     force  in  respect  of  the  Executive's  employment.

12   ABSENCES

     The  Executive  will  be  permitted  to  be  absent from the Company during
     working  days to attend professional meetings and to attend to such outside
     professional  duties in the Company's field as have been agreed between him
     and  the Board form time to time. For the avoidance of doubt, attendance at
     such  approved  meetings  and  the  accomplishment of approved professional
     duties  shall be deemed to be part of his employment duties and part of his
     working  hours  as  defined  in  clause  5.3  above.

13   HOLIDAYS

13.1 The  Company's  holiday  year  runs from 1 January to 31 December ("Holiday
     Year").

13.2 In  addition  to  normal  bank  and  other  public holidays in England, the
     Executive  shall  be entitled in every Holiday Year to 25 working days paid
     holiday  to be taken at such time or times as may be agreed with the Board.
     For the purposes of the Working Time Regulations, the Executive is required
     to


                                                                               8
<PAGE>
     take a minimum of 20 days holiday including normal bank and public holidays
     in  England  in  each  Holiday  Year  ("Statutory  Holiday").

13.3 The  Executive  may  carry  forward  all  holiday  other than the Statutory
     Holiday.

13.4 Paid  holiday entitlement shall accrue at the rate of 2.08 working days per
     month  of  completed service in each calendar year and on the determination
     of  his employment hereunder the Executive shall be entitled to pay in lieu
     of  outstanding  holiday  entitlement  in  respect of that calendar year or
     shall  be  required  to repay to the Company for holiday taken in excess of
     his  actual  entitlement  and  for the purposes of this clause the basis of
     calculation  shall  be  1/260  annual  salary  for  each  day's  holiday
     entitlement.  The  Company  reserves  the right to require the Executive to
     take  any  accrued  unused holiday entitlement during his period of notice.

14   INCAPACITY

14.1 If  the  Executive  is absent from work due to illness or accident he shall
     notify  a  member  of  the Board as soon as possible and if this incapacity
     continues for seven or more consecutive days he shall on the seventh day of
     such  absence  and  on  each  succeeding  seventh  day  submit  a  doctor's
     certificate  to  the  Company.

14.2 If  the  Executive  is absent from work due to incapacity duly notified and
     certified in accordance with clause 14.1 the Company will pay the Executive
     his  full  remuneration for up to an aggregate of 12 months in any 24 month
     period  and thereafter such remuneration as the Board shall in its absolute
     discretion  determine  until  he  has  resumed  his  duties.

14.3 The remuneration paid under clause 14.2 for absence due to incapacity shall
     include  any  statutory  sick  pay (SSP) payable and when this is exhausted
     shall be reduced by the amount of social security sickness benefit or other
     benefits  recoverable  by the Executive (whether or not recovered). For SSP
     purposes  the  Executive's  qualifying  days  are  Monday  to  Friday.

14.4 For  the  purposes  of clauses 14.2 and 14.3 above, "incapacity" shall mean
     any  illness,  accident  or other likely cause but excluding any illness or
     accident  caused  by the Executive's own negligence or self infliction such
     as  alcoholism  and/or  drug  abuse  which  prevents  the  Executive  from
     performing  his  duties  hereunder.

14.5 If  the  Executive  becomes  incapable  of  performing  his  duties  and
     responsibilities  hereunder  for  any  reason which entitles him to recover
     damages  from  a  third party any sums paid to the Executive by the Company
     during  the  period of such incapacity will constitute a loan which must be
     repaid  by  the Executive to the Company following recovery of such damages
     (provided  that  the  Executive  will  not be required to repay more to the
     Company  than  has  been  recovered  in  damages  for  loss  of  earnings).

14.6 If  the  Executive  is  caused to be incapable of performing his duties and
     responsibilities hereunder by a third party and the Company wishes to bring


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<PAGE>
     an  action  against  such  third party the Executive will (at the Company's
     expense)  provide  all  such assistance and co-operation as the Company may
     reasonable  require  for  the  purpose  of  prosecuting  such  an  action.

15   INVENTIONS  AND  IMPROVEMENTS

15.1 If  the  Executive  creates or discovers or participates in the creation or
     discovery  of  any inventions or Intellectual Property during the course of
     his  employment  with the Company, the Executive shall promptly give to the
     Company  full  details  of  such inventions or Intellectual Property and if
     such  inventions  or  Intellectual  Property  in the opinion of the Company
     relate  to  or are capable of being used in the business for the time being
     carried  on  by  the  Company or any Group Company or if such inventions or
     Intellectual  Property  shall  be an invention belonging to the employer as
     defined  in  Section 39 (1) of the Patents Act 1977, then without prejudice
     to  any other right of the Company or any Group Company any such inventions
     or  Intellectual Property shall be the absolute property of the Company and
     the  Executive  shall  forthwith  and  from  time  to  time both during his
     employment  and  thereafter  at  the  request  and  expense of the Company:

     15.1.1    give  and  supply  all  such  information,  data,  drawings  and
               assistance  as  may be necessary to enable the Company to exploit
               such  inventions  or Intellectual Property to the best advantage;

     15.1.2    execute  all  documents  and do all things which may be necessary
               or  desirable  for  obtaining  patent or other protection for the
               inventions or Intellectual Property in such parts of the world as
               may  be  specified by the Company and for vesting the same in the
               Company  or  as  it  may  direct;

     15.1.3    not  do  any  act or fail to do any act which might invalidate or
               adversely  affect  any  inventions  or  Intellectual  Property.

15.2 The  Executive  irrevocably  appoints the Company to be his attorney in his
     name  and  on his behalf to sign execute or do any such instrument or thing
     and  generally to use his name for the purpose of giving to the Company (or
     its  nominee)  the  full benefit of the provisions of this clause 16 and in
     favour  of  any third party a certificate in writing signed by any director
     or the Secretary of the Company that any instrument or act falls within the
     authority  conferred  by this clause shall be conclusive evidence that such
     is  the  case.

15.3 The  Executive  waives  all of his moral rights as defined in the Copyright
     Designs  and  Patents Act 1988 in respect of any acts of the Company or any
     acts  of third parties done with the Company's authority in relation to the
     inventions  and Intellectual Property which are the property of the Company
     (or  are  the  property  of  the  Company by virtue of clause 15.2 hereof).

15.4 Rights  and  obligations  under  this  clause shall continue in force after
     termination  of  this  Agreement  in  respect of inventions or Intellectual
     Property  made  or  discovered during the Executive's employment under this
     Agreement  and  shall  be  binding  upon  his  representatives.


                                                                              10
<PAGE>
15.5 In  this  clause 15, "Intellectual Property" includes letters patent, trade
     marks,  service  marks,  trade  names,  designs, utility models, copyrights
     (existing  and future), design rights, applications for registration of any
     of  the foregoing and the right to apply for them in any part of the world,
     moral  rights,  inventions,  improvements  to  procedures,  confidential
     information,  know-how,  and  rights  of  like nature arising or subsisting
     anywhere  in  the  world,  in  relation  to  all  of the foregoing, whether
     registered  or  unregistered.

16   RESTRICTIONS  AFTER  EMPLOYMENT

16.1 For  the  purposes  of  this  clause the following definitions shall apply:

     "Customer"  shall  mean  any  customer  of the Company or any Group Company
     within  a  period  of  12  months  before the Termination Date with whom or
     which,  during  such  period  the Executive had significant dealings in the
     course  of  his  employment  by the Company or any Group Company and/or the
     Executive  had significant influence over or a relationship of loyalty with
     in  the  course  of  his  employment  by  the Company or any Group Company.

     "Prospective  Customer"  means  any  potential  customer  with whom, to the
     knowledge  of  the  Executive  the Company or any Group Company has been in
     active  negotiation or has submitted tenders at any time within a period of
     6  months  before  the  Termination  Date;

     "Services"  means  the  any  product or service relating to software in the
     turnkey securities exchanges field developed or being developed or marketed
     sold  or  provided by the Company or any Group Company during the 12 months
     immediately  preceding  the  Termination  Date  with  which the Executive's
     duties  were concerned or for which he was responsible during the 12 months
     immediately  preceding  the  Termination  Date;

     "Supplier"  shall  mean  any individual, company or organisation with which
     the  Company or any Group Company has entered into joint venture agreement,
     license  agreement,  collaboration  agreement,  or  any  other  commercial
     agreement  in  connection  with the Services or which provides technical or
     specialist services to the Company and any Group Company in connection with
     the  Services  and with which the Executive has had significant dealings in
     the  course  of  his  employment  within  a  period of 12 months before the
     Termination  Date.

     "Prospective  Supplier"  shall  mean any prospective Supplier with whom the
     Company  has  been in active negotiation within a period of 6 months before
     the  Termination  Date.

     "Termination  Date"  shall  mean the date of termination of the Executive's
     employment.

16.2 In  order  to  protect the legitimate business of the Company and any Group
     Company with which the Executive shall be significantly involved during the


                                                                              11
<PAGE>
     course of his employment, the Executive hereby undertakes that (without the
     prior  written  consent  of  the  Board)  he  shall  not:

     16.2.1    for  a  period  of  6  months  after the Termination Date whether
               directly  or  indirectly  in  any capacity whatsoever (on his own
               behalf or on behalf of any other person, firm or company) solicit
               or entice away or seek to solicit or entice away from the Company
               or  any  Group Company whether by means of the supply of names or
               expressing  views  on suitability or otherwise, any person who at
               the  Termination  Date  was  employed by the Company or any Group
               Company:

               16.2.1.1  as  a  Director;

               16.2.1.2  in  a  managerial  capacity;

               16.2.1.3  who  had  sales  responsibilities  with  significant
                         customer contact;

               16.2.1.4  in  a  technical  capacity;

               16.2.1.5  who  had  confidential information as defined in clause
                         17  hereof

               and  with  whom  the Executive had dealings, in the course of his
               employment,  within  a  period of 6 months before the Termination
               Date  and  who were engaged in supplying Services within a period
               of  6  months  before  the  Termination  Date.

     16.2.2    for  a  period  of  12  months after the Termination Date whether
               directly or indirectly in any capacity whatsoever (whether on his
               own  behalf  or  on  behalf of any other person, firm or company)
               solicit or seek in any capacity whatsoever any business, order or
               custom  for  any services which are competitive with the Services
               from  any  Customer  or otherwise interfere with the relationship
               between  the  Company  or  any  Group  Company  and any Customer;

     16.2.3    for  a  period  of  6  months  after the Termination Date whether
               directly or indirectly in any capacity whatsoever (whether on his
               own  behalf  or  on  behalf of any other person, firm or company)
               solicit or seek in any capacity whatsoever any business, order or
               custom  for  any services which are competitive with the Services
               from  any  Prospective  Customer  or otherwise interfere with the
               relationship  between  the  Company  or any Group Company and any
               Prospective  Customer;

     16.2.4    for  a  period  of  12  months after the Termination Date whether
               directly or indirectly in any capacity whatsoever (whether on his
               own  behalf  or  on  behalf of any other person, firm or company)
               seek  to entice away from the Company or otherwise interfere with
               the  terms of dealing or the relationship between the Company and
               any  Group  Company  and  any  Supplier;


                                                                              12
<PAGE>
     16.2.5    for  a  period  of  6  months  after the Termination Date whether
               directly or indirectly in any capacity whatsoever (whether on his
               own  behalf  or  on  behalf of any other person, firm or company)
               seek  to entice away from the Company or otherwise interfere with
               the  terms of dealing or the relationship between the Company and
               any  Group  Company  and  any  Prospective  Supplier;

16.3 After  the  termination  of  his employment, for any reason whatsoever, the
     Executive  shall  not  for  any reason represent himself as still connected
     with  the  Company  or  any Group Company or as still authorised to conduct
     business  on  behalf  of  the  Company  or  any  Group  Company.

16.4 The parties hereby agree that in the event of the Executive being dismissed
     in  circumstances  amounting  to Unfair Dismissal or in breach of contract,
     the  above  restrictions  will  cease  to  apply.

16.5 Each  of  the  restrictions  in  the  sub-clauses  of  this clause shall be
     construed as separate and individual restrictions and shall each be capable
     of  being  severed  without  prejudice  to  the  other  restrictions or the
     remaining  provisions  of  this  Agreement.

17   CONFIDENTIAL  INFORMATION

17.1 In addition and without prejudice to the Executive's common law obligations
     to  keep information secret the Executive shall not (except for the purpose
     of  properly  performing  his  duties  hereunder  or with the prior express
     written  consent  of  the  Company  or  unless ordered to do so by a Court)
     during his employment or after its termination use, disclose or communicate
     and  shall  use  all  reasonable  endeavours  to  prevent the improper use,
     disclosure  or  communication  of:

     17.1.1    any  information  of  a  confidential  nature  (including but not
               limited  to  information  regarding  the  business,  accounts,
               finances,  trading,  Customer  lists,  Customers,  Suppliers  and
               manufacturers  details  and  information,  fee  rates,  ways  of
               calculating  fee  rates,  quotations  and  tenders,  licences,
               contractual  arrangements,  negotiated  prices, contract details,
               details  of  suppliers  and  contractual  arrangements with them,
               employee  details,  software,  intellectual  property  rights,
               designs,  business  plans,  results  of  developments,  marketing
               strategies,  ideas and future plans for the business or otherwise
               howsoever)  of  the  Company  or  any  Group  Company;

     17.1.2    any  confidential  report  or  research  undertaken by or for the
               Company or any Group Company during the course of his employment;

     17.1.3    any  information designated as confidential by the Company or any
               Group  Company or which to his knowledge has been supplied to the
               Company  or  any  Group  Company  subject  to  an  obligation  of
               confidentiality.


                                                                              13
<PAGE>
17.2 In this clause "information" and "confidential report or research" refer to
     confidential  information  and confidential reports and research which came
     to  the  knowledge  of  the  Executive during the course of his employment.

17.3 In  order  to protect the Company's confidential information, the Executive
     agrees  that he will not at any time make or arrange to have made any copy,
     abstract,  summary  or  precis  of  the  whole or any part of any document,
     computer  programme or record belonging to the Company except when required
     to  do  so for the purpose of properly performing his duties hereunder, and
     the  Executive  acknowledges that any such copy, disk, programme, abstract,
     summary  or precis shall belong to the Company and shall be delivered up to
     the  Company  on  termination  of  his  employment.

18   TERMINATION

18.1 If the Executive commits any fundamental breach of the Agreement, including
     without  limitation  any  of  the  following:

     18.1.1    the  Executive  is  adjudged  bankrupt  or  enters  into  any
               composition  or  arrangement  with  or  for  the  benefit  of his
               creditors  including a voluntary arrangement under the Insolvency
               Act  1986;

     18.1.2    the  Executive  is guilty of gross negligence or an act of fraud
               against  the  Company;  or

     18.1.3    any  material  and  fundamental  breach  of  this  Agreement  not
               remedied  by  the  Executive  Burrell  within 30 (thirty) days of
               written notice to him from the Company, which notice must include
               a  detailed  and  specific  description  of  the alleged material
               breach;  or

     18.1.4    the  Executive  shall be convicted of any criminal offence (other
               than  an offence under the road traffic legislation in the United
               Kingdom  or elsewhere for which a penalty other than imprisonment
               (either  immediate  or  suspended)  is imposed) or other than one
               which  in  the opinion of the Board does not adversely affect his
               position  as  a  director;

     18.1.5    being  suspended/disqualified  by  any  relevant  regulatory
               authority which would prevent the Executive from carrying out his
               duties;

     18.1.6    the  Executive shall be or become prohibited by law from being a
               director;

     18.1.7    the  Executive  shall  resign as a director of the Company or any
               Group  Company  without  the  consent  of  the  Board;

     then the Company shall be entitled by written notification to the Executive
     to forthwith determine his employment under this Agreement. In the event of
     termination pursuant  to  this sub-clause 18.1, the Executive shall have no
     claim  against the Company or any Group Company for pay in lieu of the then
     unexpired fixed term or damages or otherwise by reason of such termination.
     The  Executive  will  only be entitled to the payment of any accrued salary
     due


                                                                              14
<PAGE>
     at  the  date  of termination.  The  provisions of this sub-clause 19.1 are
     without prejudice to any rights which the Company may have at common law to
     terminate  the  employment  of  the  Executive  summarily.

18.2 Subject  to  clause  10.2  above,  the  Board may terminate the Executive's
     employment in the event of long term disability or death. For the avoidance
     of  doubt,  the  Company shall pay the Executive all accrued salary for the
     month  in  which his duties were terminated and any pro-rated bonus for the
     year  up  to  the  date  of  termination.

18.3 In  the event of the Executive's employment being terminated by the Company
     other  than  for the reasons set out in clause 18.1 above, or by notice set
     out in clause 4.1 above, the Executive shall be entitled to the termination
     package  set  out  below  at  clause  18.4.3.

18.4 Change  of  Control
     -------------------

     18.4.1    For  the  purposes of this clause 18.4 the following definitions
               shall  apply:

          18.4.1.1  "Change  in  Control"  means  the  meaning ascribed to it in
                    section  840  of  the Income and Corporation Taxes Act 1988;
                    and

          18.4.1.2  "Good  Reason"  shall  mean  the  occurrence  of  any of the
                    following  events  without  the  Executive's express written
                    consent:

                    18.4.1.2.1 the assignment to the Executive by the Company or
                    any  Group  of  duties  inconsistent  with  his  position,
                    responsibilities  and  status  with  the Company immediately
                    prior  to a Change in Control, or a change in his job titles
                    or offices held immediately prior to a Change in Control, or
                    the  removal  the  Executive from or any failure to re-elect
                    him  to any of such positions other than for the reasons set
                    out  in  clause  18.1  above;

                    18.4.1.2.2  a  reduction  by  the Company of the Executive's
                    salary  and  benefits  in  effect  immediately  prior to the
                    Change  on  Control;

                    18.4.1.2.3  any  material  breach  by  the  Company  of  any
                    provision  of  this  Agreement;  or

                    18.4.1.2.4  any  failure by the Company to obtain the assign
                    this  Agreement  to  any successor or assign of the Company.

     18.4.2    If  there  is a Change of Control of the Company in contemplation
               of  or  within  12  months  after  which:

          18.4.2.1  the  Executive  is  dismissed  by the Company for any reason
                    other  than  the  reasons  set  out at clause 18.1 above; or


                                                                              15
<PAGE>
          18.4.2.2  the  Executive  terminates  his  employment  or gives notice
                    to  terminate,  for  Good  Reason  (as  defined  above);

               the  Executive  shall  be entitled to the termination payment set
               out  below  at  18.4.3  below.

     18.4.3    The  termination  payment payable in the circumstances set out in
               clauses  18.4.2  above  shall  be  as  follows:

          18.4.3.1  A  lump  sum  cash payment, to be payable within ten days of
                    the  date  of  termination of employment (in accordance with
                    clause 18.4.2 above) in an a sum equivalent to 2 (two) times
                    the  Executive's basic salary (at the rate applicable at the
                    date  notice  is  given)  and  benefits  (including  within
                    limitation  bonus,  car  provision  or allowances, insurance
                    cover and pension contributions) specified in this Agreement
                    or  otherwise,  or  a  payment of the monetary value in lieu
                    thereof.  Such  payment  shall  be capped at 2.99 (two point
                    nine-nine) times his basic annual salary. [For the avoidance
                    of  doubt  this  payment  shall  be  made in addition to all
                    accrued  salary  and  benefits ( including bonus) accrued to
                    the  date of termination and any sums payable in lieu of the
                    unexpired  Fixed  Term  or  relevant notice under clause 4.2
                    above;  and

          18.4.3.2  The  Company  shall  maintain  all  the  various  insurances
                    covers  for  a  period  of  36  months  after  the  date the
                    termination  of  the Executive's employment or the date that
                    the  Executive  becomes  an  employee  of  another  company
                    providing  him  with  coverage substantially similar to that
                    provided  to  him  by  the  Company immediately prior to the
                    termination  of  his  employment. The payment of premiums by
                    the  Company  will  not  be  altered in any way and all time
                    limits,  effects  of  subsequent  coverage  and  all  other
                    relevant  provisions  of  any such plan remain unchanged and
                    shall  control Burrell's entitlement to coverage or benefits
                    under  such  plan;  and

          18.4.3.3  Any  warrants  granted  to  the  Executive  which  have  not
                    vested will vest immediately upon the date of termination of
                    the  Executive's  employment.

18.5 Upon  the termination howsoever arising of the Executives employment and/or
     this Agreement, the Executive shall immediately tender his resignation from
     all  offices  he  holds  in  the  Company  and in any Group Company without
     prejudice  to  any other rights accruing to either party hereto and without
     claim  for compensation. In the event of the Executive failing so to resign
     as required herein, the Company is hereby irrevocably authorised to appoint
     some  person  in  his  name  and  on  his  behalf  to sign and deliver such
     resignations.


                                                                              16
<PAGE>
18.6 After  the termination of the Executive's employment hereunder he shall not
     at any time thereafter represent himself as being in any way connected with
     or  interested  in  the business of or employed by the Company or any Group
     Company other than as a shareholder; or use for trade or other purposes the
     name  of  the Company or any Group Company or any name capable of confusion
     therewith  other  than  as  a  shareholder.

18.7 The termination of the Executive's employment hereunder for whatever reason
     shall  not affect those terms of this Agreement which are expressed to have
     effect  thereafter  and shall be without prejudice to any accrued rights or
     remedies  of  the  parties.

18.8 The  Executive  agrees that after termination, howsoever occurring, he will
     not  make or publish any adverse, derogatory, misleading or untrue comments
     on  the Company or any member of the Group, and members of their respective
     Board  of  Directors  or any of their employees and agrees that he will not
     take part in any conduct conducive or potentially conducive to the bringing
     of  the  Company  or any member of the Group its directors and/or employees
     into  disrepute.

19   RETURN  OF  COMPANY  PROPERTY

19.1 Upon the termination howsoever arising of the Executive's employment and/or
     this  Agreement,  the  Executive  shall subject to clauses 9.3, 10.6.6, and
     19.3  upon  demand

     19.1.1    deliver  up  to  the  Company  all  property in his possession or
               under  his  control belonging to the Company or any Group Company
               including  but  nor limited to all credit cards, keys and passes,
               details  of  client records, Company manuals, records made by the
               Executive in the course of his employment, address lists, address
               books,  diaries,  disks, programmes and software, correspondence,
               documents,  books,  papers,  files, records, training records and
               reports  and  other property or material belonging to or relating
               to  the  business  of  the Company and any Group Company or their
               suppliers  or  clients  which  may have come into his possession,
               custody  or  control  in  the  course of or in consequence of his
               employment  (and  whether  or not belonging to the Company or any
               Group  Company)  and  the  Executive shall not be entitled to and
               shall  not  retain  any  copies thereof in whatever form. For the
               avoidance  of  doubt,  this  shall  exclude  the office equipment
               provided  and  set  out  at  clause  9.3  above.

     19.1.2    irrevocably  delete  any  information belonging to the Company or
               any  Group  Company from any computer system in his possession or
               under  his  control  which  computer  system  is  not directly or
               indirectly  the  property  of  the  Company or any Group Company.


                                                                              17
<PAGE>
20   GRIEVANCE  AND  DISCIPLINARY  PROCEDURE

20.1 The  Executive  is  subject  to  the  Company's  disciplinary  rules  and
     disciplinary  procedures  in  force  from  time  to  time.  Such  rules and
     procedures  shall  not form part of the Executive's contract of employment.

20.2 The Company reserves the right to suspend the Executive for the purposes of
     investigating any allegation of misconduct or breach of this Agreement. The
     period  of suspension shall not normally exceed one month. Whilst suspended
     the  Executive  shall  continue  to be entitled to his salary and all other
     contractual  benefits.  During  any  period  of suspension pursuant to this
     clause  the  Executive  shall not, except with the prior written consent of
     the  Chairman  of the Board attend any premises of the Company or any Group
     Company, conduct any business on behalf of the Company or any Group Company
     or  contact  any  employee or customer of the Company or any Group Company.

20.3 If  the  Executive  wishes to seek redress of any grievance relating to his
     employment  he  should  refer  such  grievance to the Board. Appeal against
     warnings  issued  under  the  disciplinary  or  performance  improvement
     procedures  should be notified to the Company Secretary, in writing, within
     five working days of receipt of the warning setting out in full the grounds
     of  the  Executive's  appeal.

21   DATA  PROTECTION

     The  Executive  agrees  to acquaint himself with and abide by the Company's
     Data  Protection Policy from time to time in force, breach of which will be
     treated as a serious disciplinary matter which may result in his dismissal.

22   SHARE  DEALINGS

22.1 The  Executive  shall comply, where relevant, with every rule of law, every
     requirement  of  the London Stock Exchange, The American Stock Exchange and
     every  regulation  of the Company from time to time in force in relation to
     dealings  in  shares,  debentures or other securities of the Company or any
     Group  Company  and  unpublished  price sensitive information affecting the
     shares,  debentures  or  other  securities  of  any  other  company and, in
     relation  to  overseas  dealings,  the Executive shall also comply with all
     laws  of  the  state  and  all regulations of the stock exchange, market or
     dealing  system  in  which  such  dealings  take  place.

22.2 The  Executive  shall  not (and shall procure so far as he is able that his
     spouse  and  children  shall  not) deal or become or cease to be interested
     (within  the  meaning of Part I of Schedule XIII to the Companies Act 1985)
     in  any  securities  of  the  Company except in accordance with any Company
     rules  or  guidelines from time to time relating to securities transactions
     by  directors.

23   RECONSTRUCTION  OR  AMALGAMATION

     If  the  employment  of the Executive under this Agreement is terminated by
     reason  of the liquidation of the Company for the purpose of reconstruction
     or


                                                                              18
<PAGE>
     amalgamation and the Executive is offered reasonable alternative employment
     with  any  concern  or  undertaking  resulting  from  the reconstruction or
     amalgamation  on terms and conditions not less favourable than the terms of
     this  Agreement  then the Executive shall have no claim against the Company
     in  respect  of  the  termination  of  his employment under this Agreement.

24   GENERAL

24.1 No  failure  or  delay  by  the  Company  in exercising any right, power or
     privilege  under this Agreement shall operate as a waiver thereof nor shall
     any  single  or  partial  exercise  by  the  Company of any right, power or
     privilege  preclude  any  further  exercise  thereof or the exercise of any
     other  right,  power  or  privilege.

24.2 There  are  no  collective  agreements  which directly affect the terms and
     conditions  of  the  Executive's  employment.

25   NOTICES

25.1 Any  notice or other communication given or made under this Agreement shall
     be  in  writing and may be delivered to the relevant party or sent by first
     class  prepaid  letter  to  the  address  of  that  party specified in this
     Agreement  or  to  that  party's  facsimile number thereat or at such other
     address  or  facsimile number as may be notified by that party from time to
     time  for  this  purpose. Service at the last notified address or facsimile
     number  shall  be  effective  for  the  purposes  of  this  Agreement
     notwithstanding  the  fact  that either party may subsequently have changed
     its  address  or  facsimile  number without having notified the other party
     under  the  provisions  of  this  clause.

25.2 Unless the contrary shall be proved each such notice or communication shall
     be  deemed to have been given or made and delivered, if by letter, 72 hours
     after posting and, if by delivery or facsimile, when respectively delivered
     or  transmitted.

26   OTHER  AGREEMENTS

     This  Agreement  supersedes all other agreements other than those expressly
     referred  to  in this Agreement whether written or oral between the Company
     or  any  Group  Company and the Executive relating to the employment of the
     Executive  and  the Executive acknowledges and warrants to the Company that
     he  is  not  entering into this Agreement in reliance on any representation
     not  expressly  set  out  herein.

27   GOVERNING  LAW

     This  Agreement  shall  be  governed  by  and  construed in all respects in
     accordance  with  English  law  and  the  parties  agree  to  submit to the
     non-exclusive  jurisdiction  of  the English courts as regards any claim or
     matter  arising  in  respect  of  this  Agreement.

28   POWER  OF  ATTORNEY

     The  Executive  hereby  appoints  the  Company  to act as his attorney with
     authority  in  his name and on his behalf to execute any deed or instrument
     and/or  any  such  thing  and generally to use his name for the purposes of
     resigning  as  a  director  of  the Company in and taking such steps as are
     necessary  to  implement  the  Executive's  obligation  under  clause  16.


                                                                              19
<PAGE>
In  witness  whereof  this  Agreement has been duly executed by the parties as a
deed  the  day  and  year  first  above  written.

Executed by as a deed                )            /s/ T.P. Ramsden
by the Company                       )            .......................
                                                  Director
                                                  .......................
                                                  Director/Secretary

Signed and delivered as a deed              )
by the said LINDSAY MEREDITH SMITH          ) /s/ Lindsay  Meredith Smith
in the presence of:                         )


Witness signature:

Witness name:

Witness address:

Witness occupation:


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