COMMITMENT AGREEMENT

     This  COMMITMENT  AGREEMENT  ("Agreement") is made as of November 21, 2005,
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between  Private Trading Systems, Inc., a Nevada corporation (the "Company") and
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Terence P. Ramsden ("Ramsden"), an individual, or an entity owned and controlled
by  Ramsden,  as  a  past  and,  potentially,  future  investor  in  the Company
(collectively,  the  "Investor").
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                                   BACKGROUND

     Investor  desires to invest funds as more fully defined in Section 1 in the
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Company  provided  the  Company  meets  a  certain  milestone.

                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
set  forth  in  this  Agreement,  the  parties  hereto  hereby agree as follows:

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

       2.     INVESTMENT  DISCLOSURE.  The Investor acknowledges and agrees that
(a)  the  Investor  has  had  access  to and an opportunity to review documents,
records,  reports,  and information regarding the Company (the "Documents") that
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such Investor may have reasonably requested, and such Investor has completed its
review  of  such Documents to its satisfaction, and (b) such Investor has had an
opportunity  to  make inquiries of Company as to its financial condition, and to
make  other  such  inquiries  of  the  Company  that  such Investor believes are
necessary  or  appropriate  to  determine  that  it  desires  to enter into this
Agreement,  without  reliance  on or any advice, counsel, or persuasion from the
Company  or  its  agents  or  advisors.

       3.     INVESTOR'S REPRESENTATIONS.  At the time the Capital Investment is
made,  the  Investor will, if requested by the Company, deliver to the Company a
standard investment representation letter enabling the Company to secure any and
all necessary exemptions from registration under the applicable securities laws.

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


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       5.     FURTHER  ASSURANCES.  Each  party hereto agrees to do all acts and
things  and to make, execute, and deliver such written instruments as shall from
time  to  time  be  reasonably required to carry out the terms and provisions of
this  Agreement.

       6.     NO THIRD-PARTY BENEFICIARIES.  This Agreement shall not confer any
rights  or remedies upon any person other than the parties to this Agreement and
their  respective  successors  and  permitted  assigns.

       7.     ENTIRE AGREEMENT; AMENDMENTS.  This Agreement, contains the entire
agreement and understanding among the parties hereto with respect to the subject
matter  hereof  and  supersedes  all  prior  and  contemporaneous  agreements,
understandings,  inducements,  and  conditions,  express  or  implied,  oral  or
written, of any nature whatsoever with respect to the subject matter hereof. The
express  terms  hereof  control  and  supersede any course of performance and/or
usage of the trade inconsistent with any of the terms hereof. This Agreement may
not  be  modified or amended other than by an agreement in writing signed by the
party  or  parties  to  be  bound.

       8.     CONTROLLING LAW.  This Agreement and all questions relating to its
validity,  interpretation, performance, and enforcement shall be governed by and
construed, interpreted, and enforced in accordance with the laws of the State of
Nevada,  notwithstanding  any  Nevada or other conflict-of-law provisions to the
contrary.

       9.     INDULGENCES,  NOT  WAIVERS.  Neither  the failure nor any delay on
the part of a party to exercise any right, remedy, power or privilege under this
Agreement  shall  operate  as  a waiver thereof, nor shall any single or partial
exercise  of any right, remedy, power or privilege preclude any other or further
exercise  of  the  same  or  of any other right, remedy, power or privilege, nor
shall  any  waiver  of any right, remedy, power or privilege with respect to any
occurrence  be  construed  as a waiver of such right, remedy, power or privilege
with  respect to any other occurrence. No waiver shall be effective unless it is
in  writing  and  is  signed  by the party asserted to have granted such waiver.

      10.     SECTION  HEADINGS.  The  titles  of  sections  and  subsections
contained in this Agreement are for convenience only.  They form no part of this
Agreement  and  they are not to be used in the construction or interpretation of
this  Agreement.

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

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


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


     IN  WITNESS WHEREOF, the parties have executed and delivered this Agreement
as  of  the  date  first  above  written.



     PRIVATE  TRADING  SYSTEMS,  INC.           TERENCE  P.  RAMSDEN

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