PRIVATE TRADING SYSTEMS, INC.

                   NOTICE OF NON-QUALIFIED STOCK OPTION AWARD
                   ------------------------------------------

          Optionee's Name:        _________________________


     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 Non-Qualified Stock Option Award (the
"Notice")  and  the  Non-Qualified  Stock  Option  Award  Agreement (the "Option
 ------                                                                   ------
Agreement")  attached  hereto,  as  follows:
---------

     Date  of  Grant:                 _________________________

     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

     Expiration  Date:               __________________________



     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  and  the  Option  Agreement.

                              PRIVATE TRADING SYSTEMS, INC.,
                              A NEVADA CORPORATION

                              By:
                                 --------------------------------------
                              Name:
                                   ------------------------------------
                              Title:
                                    -----------------------------------



                              OPTIONEE

                              By:
                                 --------------------------------------
                              Name:
                                   ------------------------------------


                                        1
<PAGE>
                          PRIVATE TRADING SYSTEMS, INC.
                    NON-QUALIFIED STOCK OPTION AWARD AGREEMENT

     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 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.

     2.     VESTING  OF  OPTION.  The  Option  is  fully  vested  upon  grant.
            -------------------

     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, seven 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 by delivery to the Company of written notice of
exercise  in  the  form  attached  hereto  as  Exhibit A ("Exercise Notice") and
                                               ---------   ---------------
payment  of  the  purchase  price  as  provided  in  Sections  6  and  7 hereof.
                                                     -----------       -

     6.     METHOD  OF  EXERCISING  OPTION.
            ------------------------------

          6.1     GENERAL.  Subject  to  the terms and conditions of this Option
Agreement  and the Notice, 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.

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

     8.    NONTRANSFERABILITY.  The  Option  granted  by  this  Option Agreement
           ------------------
will  be  exercisable  only  during  the term of the Option provided herein 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.  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 this Option
Agreement.


                                        2
<PAGE>
     9.   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  of  1933,  as  amended  (the  "Securities  Act")  or  any other
                                                ----------
applicable  federal  or  state  securities  laws  or  regulations.

     10.   REGISTRATION  UNDER  THE SECURITIES ACT.
           ---------------------------------------

          10.1 Definitions.  For  purposes  of  this  Section:
               -----------

               10.1.1     The  term  "Optionees"  means  the initial Optionee of
this  Option,  the  assigns  of  such Optionee and any other persons or entities
holding  Registerable  Securities;

               10.1.2     The  terms "register," "registered" and "registration"
refer  to  a  registration  effected  by  preparing  and  filing  a registration
statement  in  compliance  with  the  Act  and  the  declaration  or ordering of
effectiveness  of  such  registration  statement;  and

               10.1.3     The  term  "Registerable  Securities" means: (i) Stock
issuable  or  issued upon exercise of the Options; (ii) any Stock of the Company
issued  as  a  dividend  or other distribution with respect to, in lieu of or in
exchange  or  in  replacement  of,  such Stock that cannot be sold to the public
immediately  without restriction; and (iii) any other Stock issued in accordance
with  the  rights  of  the  Optionees  under  this  Option.

          10.2 Company  Registration.  Subject  to  Section  10.B,  if  at  any
               ---------------------                -------------
time  after  the  date hereof, the Company proposes to register any of its Stock
under  the  Act in connection with the public offering of such securities solely
for  cash  on a form that would also permit the registration of the Registerable
Securities,  the  Company  shall,  each  such  time, promptly give each Optionee
written  notice of such determination.  Upon the written request of any Optionee
given  within  twenty (20) days after mailing of any such notice by the Company,
the  Company  shall use its best efforts to cause to be registered under the Act
all  of  the  Registerable  Securities  that each such Optionee has requested be
registered.

          10.3 Obligations  of  the  Company.  Whenever  required  under Section
               -----------------------------                             -------
10(b)  to  use  its  best efforts to effect the registration of any Registerable
-----
Securities,  the  Company  shall,  as  expeditiously  as  reasonably  possible:

               10.3.1     Prepare  and  file  with  the  Securities and Exchange
Commission  ("SEC")  a  registration statement with respect to such Registerable
              ---
Securities  and  use  its  best  efforts to cause such registration statement to
become  and  remain  effective;  provided,  however, that in connection with any
proposed registration intended to permit an offering of any securities from time
to  time (i.e., a so-called "shelf registration"), the Company shall in no event
be  obligated  to  cause any such registration to remain effective for more than
three  months.

               10.3.2     Prepare  and  file  with  the  SEC such amendments and
supplements to such registration statement and the prospectus used in connection
with  such  registration  statement  as  may  be  necessary  to  comply with the
provisions  of the Act with respect to the disposition of all securities covered
by  such  registration  statement.

               10.3.3     Furnish  to  the Optionees such numbers of copies of a
prospectus,  including  a  preliminary  prospectus,  in  conformity  with  the
requirements of the Act, and such other documents as they may reasonably request
in order to facilitate the disposition of Registerable Securities owned by them.

               10.3.4     Use  its  best  efforts  to  register  and qualify the
securities covered by such registration statement under such other securities or
Blue  Sky  laws of such jurisdictions as shall be reasonably appropriate for the
distribution  of  the securities covered by the registration statement, provided
that the Company shall not be required in connection therewith or as a condition
thereto  to  qualify  to  do  business  or  file a general consent to service of
process  in  any  such  states  or  jurisdictions,  and  further  provided  that
(notwithstanding  anything  herein to the contrary) if any jurisdiction in which
the  securities are qualified requires that expenses incurred in connection with
the  qualification  of  the  securities in that jurisdiction be borne by selling
stockholders,  then  such


                                        3
<PAGE>
expenses  shall  be  payable  by  selling  stockholders  pro rata, to the extent
required  by  such  jurisdiction.

          10.4 Furnish  Information.  It  shall  be  a  condition  precedent  to
               --------------------
the  obligations  of  the  Company to take any action pursuant to this Agreement
that the Optionees shall furnish to the Company such information regarding them,
the Registerable Securities held by them, and the intended method of disposition
of  such securities, as the Company reasonably requests and as reasonably may be
required  in  connection  with  the  action  to  be  taken  by  the  Company.

          10.5 Company  Registration  Expenses.  In the case of any registration
               -------------------------------
effected  as  provided in Section 10(b), the Company shall bear all registration
                          ------------
and  qualification  fees  and  expenses  (excluding  underwriters' discounts and
commissions),  including  any  additional costs and disbursements of counsel for
the  Company  that result from the inclusion of securities held by the Optionees
in  such  registration; provided, however, that each selling Optionee shall bear
the  fees  and  costs  of  his  own  counsel.

          10.6 Underwriting  Requirements.  In  connection  with  any  offering
               --------------------------
involving  an  underwriting  of  shares being issued by the Company, the Company
shall  not  be  required  under  Section  10.2  to include any of the Optionees'
                                 -------------
Registerable Securities in such underwriting unless they accept the terms of the
underwriting as agreed upon between the Company and the underwriters selected by
it,  and  then  only in such quantity as will not, in the written opinion of the
underwriters,  jeopardize  the  success  of the offering by the Company.  If the
total  amount  of  Registerable  Securities  that  all  Optionees  request to be
included in such offering exceeds the amount of Registerable Securities that the
underwriters reasonably believe compatible with the success of the offering, the
Company  shall  only  be  required  to  include  in  the offering so many of the
Registerable  Securities  of  the  selling Optionees as the underwriters believe
will  not  jeopardize the success of the offering (the securities so included to
be  apportioned  pro  rata  among  the  selling Optionees according to the total
amount  of  Registerable  Securities owned by said selling Optionees, or in such
other  proportions  as  shall  mutually be agreed to by such selling Optionees),
provided  that  no  such  reduction shall be made with respect to any securities
offered  by  the  Company  for  its  own  account.

          10.7 Delay  of  Registration.  No  Optionee  shall  have  any right to
               -----------------------
take  any action to restrain, enjoin, or otherwise delay any registration as the
result of any controversy that might arise with respect to the interpretation of
this  Section.

          10.8 Indemnification.  Subject  to  Section  10.6,  in  the  event any
               ---------------                -------------
Registerable  Securities  are  included  in  a registration statement under this
Section:

               10.8.1     To  the  extent  permitted  by  law,  the Company will
indemnify  and  hold  harmless  each  Optionee  requesting  or  joining  in  a
registration,  any  underwriter (as defined in the Act) for it, and each person,
if any, who controls such Optionee or underwriter within the meaning of the Act,
against  any losses, claims, damages, or liabilities, joint or several, to which
they  may  become  subject  under  the Act or otherwise, insofar as such losses,
claims,  damages, or liabilities (or actions in respect thereof) arise out of or
are  based  on  any  untrue  or  alleged  untrue  statement of any material fact
contained  in  such registration statement, including any preliminary prospectus
or  final prospectus contained therein or any amendments or supplements thereto,
or  arise  out  of  or  are based upon the omission or alleged omission to state
therein  a material fact required to be stated therein, or necessary to make the
statements  therein  not misleading or arise out of any violation by the Company
of  any  rule  or regulation promulgated under the Act applicable to the Company
and  relating  to  action or inaction required of the Company in connection with
any  such  registration;  and  Company  shall reimburse each such Optionee, such
underwriter,  or  controlling  person for any legal or other expenses reasonably
incurred  by  them  in connection with investigating or defending any such loss,
claim,  damage,  liability,  or  action;  provided,  however, that the indemnity
agreement  contained  in  this Section 10.8.1 shall not apply to amounts paid in
                               --------------
settlement  of  any  such  loss,  claim,  damage,  liability,  or action if such
settlement  is  effected without the consent of the Company (which consent shall
not  be  unreasonably withheld) nor shall the Company be liable in any such case
for  any  such  loss,  claim, damage, liability, or action to the extent that it
arises  out  of or is based upon an untrue statement or alleged untrue statement
or  omission  or  alleged  omission  made  in  connection with such registration
statement,  preliminary  prospectus,  final  prospectus,  or  amendments  or
supplements thereto, in reliance upon and in conformity with written information
furnished  expressly  for  use  in connection with such registration by any such
Optionee,  underwriter,  or  controlling  person.


                                        4
<PAGE>
               10.8.2     To  the  extent  permitted  by  law,  each  Optionee
requesting  or  joining  in  a registration will indemnify and hold harmless the
Company,  each  of  its  directors,  each  of  its  officers who have signed the
registration statement, each person, if any, who controls the Company within the
meaning  of  the Act, and each agent and any underwriter for the Company (within
the meaning of the Act) against losses, claims, damages, or liabilities to which
the  Company  or  any  such  director,  officer,  controlling  person, agent, or
underwriter  may  become  subject,  under  the Act or otherwise, insofar as such
losses,  claims,  damages,  or liabilities (or actions in respect thereto) arise
out of or are based upon any untrue statement or alleged untrue statement of any
material  fact  contained  in  such  registration  statement,  including  any
preliminary  prospectus  or final prospectus contained therein or any amendments
or  supplements  thereto,  or  arise  out  of  or are based upon the omission or
alleged  omission to state therein a material fact required to be stated therein
or  necessary to make the statements therein not misleading, in each case to the
extent,  but  only  to  the extent, that such untrue statement or alleged untrue
statement  or  omission  or  alleged  omission  was  made  in  such registration
statement,  preliminary  or  final  prospectus,  or  amendments  or  supplements
thereto,  in  reliance upon and in conformity with written information furnished
by  such  Optionee  expressly  for use in connection with such registration; and
each  such  Optionee  will  reimburse  any  legal  or  other expenses reasonably
incurred  by  the  Company  or  any  such director, officer, controlling person,
agent,  or  underwriter  in  connection with investigating or defending any such
loss,  claim, damage, liability, or action; provided however, that the indemnity
agreement  contained  in  this Section 10.8.2 shall not apply to amounts paid in
                               --------------
settlement  of  any  such  loss,  claim,  damage,  liability,  or action if such
settlement is effected without the consent of such Optionee (which consent shall
not  be  unreasonably  withheld).


               10.8.3     Promptly  after  receipt  by  an  indemnified party of
notice  of  the  commencement  of  any action, such indemnified party will, if a
claim in respect thereof is to be made against any indemnifying party under this
paragraph,  notify the indemnifying party in writing of the commencement thereof
and  the  indemnifying party shall have the right to participate in, and, to the
extent  the  indemnifying  party so desires, jointly with any other indemnifying
party  similarly  noticed,  to  assume the defense thereof with counsel mutually
satisfactory  to  the  parties.  The  failure  to  notify any indemnifying party
promptly  of  the commencement of any such action, if prejudicial to his ability
to defend such action, shall relieve such indemnifying party of any liability to
the indemnified party, but the omission so to notify the indemnifying party will
not  relieve  him  of  any  other liability that he may have to such indemnified
party.

          10.9 Termination  of  the  Company's  Obligations.  The  Company's
               --------------------------------------------
obligations  pursuant to Section 10(b) or 10(i) shall expire upon the expiration
                         -------------    -----
of  seven  years  following  the  effective  date  of  this  Option.

          10.10  Reports  Under  Securities  Exchange  Act  of 1934. The Company
                 --------------------------------------------------
agrees  to be and remain in compliance with the Securities Exchange Act of 1934,
as amended (the "1934 Act"), if and when the Company becomes subject to the 1934
Act.  With  a view to making available to the Optionees the benefits of Rule 144
promulgated  under  the Act and any other rule or regulation of the SEC that may
at  any  time permit an Optionee to sell securities of the Company to the public
without  registration,  the Company agrees to use its best efforts to furnish to
any  Optionee,  so  long  as  such  Optionee  owns  any  Registerable Securities
forthwith, upon request, a copy of the most recent annual or quarterly report of
the  Company,  such other reports and documents so filed by the Company with the
SEC  and  such written statements, certifications, representations and Optionees
as  may  be  reasonably  requested  in  availing  any  Optionee  of  any rule or
regulation  of  the  SEC  permitting  the selling of any such securities without
registration.

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

     12.  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.


                                        5
<PAGE>
     13.  TAX  CHARACTERIZATION.  This  Option  is  intended  to  be  taxed as a
          ---------------------
Non-Qualified  Stock  Option. The Company makes no representations by way of the
Notice,  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.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                        6
<PAGE>
                                    EXHIBIT A
                                    ---------

                          PRIVATE TRADING SYSTEMS, INC.

                                 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 Non-Qualified Stock Option Award Agreement (the "Option Agreement") and
                                                          ----------------
     Notice  of  Non-Qualified  Stock  Option  Award  (the  "Notice")  dated
                                                             ------
     ______________,  _______.

2.   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  Stock,  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.

3.   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.

4.   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.

5.   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. 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.

6.   Restrictive Legends. 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.

7.   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.

8.   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


                                      A - 1
<PAGE>
     law  to be illegal or unenforceable, the other provisions will nevertheless
     remain  effective  and  will  remain  enforceable.

9.   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.

10.  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.

11.  Entire  Agreement.  The  Notice  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