PRIVATE TRADING SYSTEMS, INC.
                            2005 STOCK INCENTIVE PLAN




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                                TABLE OF CONTENTS

<S>                                                                           <C>
ARTICLE 1 PURPOSE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
  1.1     GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
ARTICLE 2 EFFECTIVE AND EXPIRATION DATE. . . . . . . . . . . . . . . . . . .   1
  2.1     EFFECTIVE DATE . . . . . . . . . . . . . . . . . . . . . . . . . .   1
  2.2     EXPIRATION DATE. . . . . . . . . . . . . . . . . . . . . . . . . .   1
ARTICLE 3 DEFINITIONS AND CONSTRUCTION . . . . . . . . . . . . . . . . . . .   1
  3.1     DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . .   1
ARTICLE 4 ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . .   4
  4.1     COMMITTEE. . . . . . . . . . . . . . . . . . . . . . . . . . . . .   4
  4.2     ACTION BY THE COMMITTEE. . . . . . . . . . . . . . . . . . . . . .   4
  4.3     AUTHORITY OF COMMITTEE.. . . . . . . . . . . . . . . . . . . . . .   4
  4.4     DECISIONS BINDING. . . . . . . . . . . . . . . . . . . . . . . . .   5
ARTICLE 5 SHARES SUBJECT TO THE PLAN . . . . . . . . . . . . . . . . . . . .   5
  5.1     NUMBER OF SHARES.. . . . . . . . . . . . . . . . . . . . . . . . .   5
  5.2     LAPSED OR ASSUMED AWARDS . . . . . . . . . . . . . . . . . . . . .   5
  5.3     STOCK DISTRIBUTED. . . . . . . . . . . . . . . . . . . . . . . . .   6
ARTICLE 6 ELIGIBILITY AND PARTICIPATION. . . . . . . . . . . . . . . . . . .   6
  6.1     ELIGIBILITY. . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
  6.2     ACTUAL PARTICIPATION . . . . . . . . . . . . . . . . . . . . . . .   6
ARTICLE 7 STOCK OPTIONS. . . . . . . . . . . . . . . . . . . . . . . . . . .   6
  7.1     GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   6
  7.2     INCENTIVE STOCK OPTIONS. . . . . . . . . . . . . . . . . . . . . .   7
  7.3     NON-QUALIFIED STOCK OPTIONS. . . . . . . . . . . . . . . . . . . .   8
ARTICLE 8 PERFORMANCE SHARES . . . . . . . . . . . . . . . . . . . . . . . .   9
  8.1     GRANT OF PERFORMANCE SHARES. . . . . . . . . . . . . . . . . . . .   9
  8.2     RIGHT TO PAYMENT.. . . . . . . . . . . . . . . . . . . . . . . . .   9
  8.3     OTHER TERMS. . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
ARTICLE 9 RESTRICTED STOCK AWARDS. . . . . . . . . . . . . . . . . . . . . .   9
  9.1     GRANT OF RESTRICTED STOCK. . . . . . . . . . . . . . . . . . . . .   9
  9.2     ISSUANCE AND RESTRICTIONS. . . . . . . . . . . . . . . . . . . . .   9
  9.3     FORFEITURE.. . . . . . . . . . . . . . . . . . . . . . . . . . . .   9
  9.4     CERTIFICATES FOR RESTRICTED STOCK. . . . . . . . . . . . . . . . .  10
ARTICLE 10 PROVISIONS APPLICABLE TO AWARDS . . . . . . . . . . . . . . . . .  10
  10.1    STAND-ALONE AND TANDEM AWARDS. . . . . . . . . . . . . . . . . . .  10
  10.2    EXCHANGE PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . .  10
  10.3    TERM OF AWARD. . . . . . . . . . . . . . . . . . . . . . . . . . .  10
  10.4    FORM OF PAYMENT FOR AWARDS.. . . . . . . . . . . . . . . . . . . .  10
  10.5    LIMITS ON TRANSFER.. . . . . . . . . . . . . . . . . . . . . . . .  10
  10.6    BENEFICIARIES. . . . . . . . . . . . . . . . . . . . . . . . . . .  10
  10.7    STOCK CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . .  11
  10.8    ACCELERATION UPON A CHANGE OF CONTROL. . . . . . . . . . . . . . .  11
ARTICLE 11 CHANGES IN CAPITAL STRUCTURE. . . . . . . . . . . . . . . . . . .  11
  11.1    SHARES AVAILABLE FOR GRANT.. . . . . . . . . . . . . . . . . . . .  11
  11.2    OUTSTANDING AWARDS - INCREASE OR DECREASE IN ISSUED SHARES WITHOUT
          CONSIDERATION. . . . . . . . . . . . . . . . . . . . . . . . . . .  12
  11.3    OUTSTANDING AWARDS - CERTAIN MERGERS.. . . . . . . . . . . . . . .  12
  11.4    OUTSTANDING AWARDS - OTHER CHANGES.. . . . . . . . . . . . . . . .  12
  11.5    NO OTHER RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . .  12
ARTICLE 12 AMENDMENT, MODIFICATION, AND TERMINATION. . . . . . . . . . . . .  12
  12.1    AMENDMENT, MODIFICATION, AND TERMINATION.. . . . . . . . . . . . .  12
  12.2    AWARDS PREVIOUSLY GRANTED. . . . . . . . . . . . . . . . . . . . .  12
ARTICLE 13 GENERAL PROVISIONS. . . . . . . . . . . . . . . . . . . . . . . .  13
  13.1    NO RIGHTS TO AWARDS. . . . . . . . . . . . . . . . . . . . . . . .  13
  13.2    NO STOCKHOLDERS RIGHTS.. . . . . . . . . . . . . . . . . . . . . .  13


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  13.3    WITHHOLDING. . . . . . . . . . . . . . . . . . . . . . . . . . . .  13
  13.4    NO RIGHT TO EMPLOYMENT OR SERVICES . . . . . . . . . . . . . . . .  13
  13.5    UNFUNDED STATUS OF AWARDS. . . . . . . . . . . . . . . . . . . . .  13
  13.6    INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . . . . .  13
  13.7    RELATIONSHIP TO OTHER BENEFITS.. . . . . . . . . . . . . . . . . .  14
  13.8    EXPENSES.. . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
  13.9    TITLES AND HEADINGS. . . . . . . . . . . . . . . . . . . . . . . .  14
  13.10   FRACTIONAL SHARES. . . . . . . . . . . . . . . . . . . . . . . . .  14
  13.11   SECURITIES LAW COMPLIANCE. . . . . . . . . . . . . . . . . . . . .  14
  13.12   GOVERNMENT AND OTHER REGULATIONS . . . . . . . . . . . . . . . . .  14
  13.13   GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . .  14
  13.14   DISPUTE RESOLUTION.. . . . . . . . . . . . . . . . . . . . . . . .  14
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                                    ARTICLE 1
                                    PURPOSE

     1.1     GENERAL.  The  purpose  of  the Private Trading Systems, Inc. 2005
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Stock  Incentive  Plan  (the  "Plan")  is to promote the success and enhance the
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value  of Private Trading Systems, Inc., a Nevada corporation (the "Company") by
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linking the personal interests of the members of the Board, employees, officers,
executives,  and  consultants  or  independent  contractors, to those of Company
stockholders and by providing such individuals with an incentive for outstanding
performance  to  generate superior returns to Company stockholders.  The Plan is
further  intended  to  provide  flexibility  to  the  Company  in its ability to
motivate,  attract,  and retain the services of members of the Board, employees,
officers,  executives of, the Company upon whose judgment, interest, and special
effort  the  successful conduct of the Company's operation is largely dependent.

                                   ARTICLE 2
                         EFFECTIVE AND EXPIRATION DATE

     2.1     EFFECTIVE  DATE.  The Plan is effective as of the date the Plan is
             ---------------
approved by the Company's stockholders (the "Effective Date").  The Plan will be
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deemed to be approved by the stockholders if it receives the affirmative vote of
the  holders  of  a  majority  of  the shares of stock of the Company present or
represented  and  entitled to vote at a meeting duly held in accordance with the
applicable  provisions  of  the  Company's  Bylaws.

     2.2     EXPIRATION  DATE.  The  Plan  will  expire on, and no Award may be
             ----------------
granted pursuant to the Plan after, the tenth anniversary of the Effective Date.
Any  Awards  that are outstanding on the tenth anniversary of the Effective Date
will remain in force according to the terms of the Plan and the Award Agreement.

                                   ARTICLE 3
                          DEFINITIONS AND CONSTRUCTION

     3.1     DEFINITIONS.  The  following  words  and  phrases  will  have  the
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following  meanings:

          (a)     "AWARD"  means  any  Option,  Restricted  Stock  Award  or
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Performance  Share  Award  granted  to  a  Participant  pursuant  to  the  Plan.

          (b)     "AWARD  AGREEMENT"  means any written agreement, contract, or
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other  instrument  or  document  evidencing  an  Award.

          (c)     "BOARD"  means  the  Board  of  Directors  of  the  Company.
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          (d)     "CAUSE"  means  (except  as  otherwise  provided  in an Award
                   -----
Agreement)  that the Committee, in its reasonable and good faith discretion, has
determined  that  the  Participant  has  (1)  developed  or  pursued  interests
substantially  adverse  to  the Company, (2) materially breached any employment,
engagement,  or  confidentiality agreement or otherwise failed to satisfactorily
discharge  his  or  her  duties,  (3) been convicted of a felony involving moral


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turpitude, or (4) engaged in activities or omissions that are detrimental to the
well-being  of  the  Company.

          (e)     "CHANGE OF CONTROL" means and includes each of the following:
                   -----------------

               (1)     Any  transaction  or  series of transactions, whereby any
person (as that term is used in Section 13 and 14(d)(2) of the Exchange Act), is
or  becomes  the  beneficial owner (as that term is used in Section 13(d) of the
Exchange  Act) directly or indirectly, of securities of the Company representing
fifty  percent  (50%) or more of the total value or combined voting power of the
Company's  then  outstanding  securities;  provided,  that  for purposes of this
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paragraph,  the  term  "person"  will  exclude  (A) a trustee or other fiduciary
holding  securities  under  an  employee  benefit  plan  of  the  Company  or  a
Subsidiary,  (B)  a corporation owned directly or indirectly by the stockholders
of  the  Company in substantially the same proportions as their ownership in the
Company  and (C) any venture capital firm or other investor in securities of the
Company  that  first  purchases  any  such securities within the thirty (30) day
period  following  the  Effective  Date;

               (2)     Any merger, consolidation, other corporate reorganization
or  liquidation  of  the  Company  in which the Company is not the continuing or
surviving  corporation  or  entity or pursuant to which shares of Stock would be
converted  into  cash, securities, or other property, other than (A) a merger or
consolidation  with  a  wholly  owned  Subsidiary,  (B) a reincorporation of the
Company in a different jurisdiction, or (C) any other transaction in which there
is  no  substantial  change  in  the  stockholders  of  the  Company;

               (3)     Any  merger  or consolidation of the Company with or into
another entity or any other corporate reorganization, if more than fifty percent
(50%)  of  the  combined  voting  power  of the continuing or surviving entity's
securities  outstanding  immediately  after such merger, consolidation, or other
reorganization  is  owned  by  persons  who were not stockholders of the Company
immediately  prior  to  such  merger,  consolidation,  or  other reorganization;

               (4)     The  sale,  transfer,  or  other  disposition  of  all or
substantially all of the assets of the Company in one transaction or a series of
transactions;

               (5)     Any  one  person,  or  more  than  one person acting as a
group, acquires or becomes the beneficial owner (as that term is used in Section
13(d)  of the Exchange Act) directly or indirectly, during any twelve (12) month
period  beginning  on the first anniversary of the Effective Date, of securities
of  the  Company  representing thirty-five percent (35%) or more of the combined
voting  power  of  the  Company's  then outstanding securities; or forty percent
(40%)  or  more  of  the  total gross market value of the assets of the Company;
provided,  that  for  purposes of this paragraph, the term "person" will exclude
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(A)  a  trustee  or other fiduciary holding securities under an employee benefit
plan  of  the  Company  or  a  Subsidiary,  (B)  a corporation owned directly or
indirectly  by  the  stockholders  of  the  Company  in  substantially  the same
proportions  as  their ownership in the Company and (C) any venture capital firm
or  other  investor  in  securities of the Company that first purchases any such
securities  within  the  thirty (30) day period following the Effective Date; or


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               (6)     A change or series of related or unrelated changes in the
composition  of  the Board, during any twelve (12) month period beginning on the
first  anniversary  of  the  Effective  Date,  as a result of which fewer than a
majority  of  the  incumbent  directors  are  directors  who either (A) had been
directors of the Company on the later of such first anniversary of the Effective
Date or the date twenty-four (24) months prior to the date of the event that may
constitute  a  Change of Control (the "Original Directors") or (B) were elected,
                                       ------------------
or  nominated for election, to the Board with the affirmative votes of a least a
majority  of the aggregate of the original directors who were still in office at
the  time  of  the  election  or  nomination and the directors whose election or
nomination  was  previously  so  approved.

               Notwithstanding  the  foregoing,  the following transactions will
not  constitute  a  "Change  of  Control":  (1) the closing of the Corporation's
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first  public  offering  pursuant  to  an effective registration statement filed
under  the Securities Act or (2) any transaction the sole purpose of which is to
change  the state of incorporation of the Company or to create a holding company
that will be owned in substantially the same proportions by the persons who held
the  Company's  securities  immediately  before  such  transaction.

          (f)     "CODE"  means  the  Internal Revenue Code of 1986, as amended.
                   ----

          (g)     "COMMITTEE"  means  the  committee  of  the Board described in
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Article  4  of  this  Plan.

          (h)     "DISABILITY"  means
                   ----------

               (1)     the  Participant  is  unable to engage in any substantial
gainful  activity  by  reason  of  any medically determinable physical or mental
impairment  that  can  be  expected  to  last  for  at  least  12  months;

               (2)     the  Participant  is,  by  reason  of  any  medically
determinable  physical  or  mental  impairment that can be expected to result in
death  or  can  be  expected  to  last  for at least 12 months, receiving income
replacement  benefits  for  a  period of at least three months under an employer
sponsored  disability  plan,  or

               (3)     the Participant may also be deemed disabled if determined
to  be  totally  disabled  by  the  Social  Security  Administration.

The  Board  may  require such medical or other evidence as it deems necessary to
judge  the  nature  and  permanency  of  the  Participant's  condition.

          (i)     "EXCHANGE  ACT"  means the Securities Exchange Act of 1934, as
                   -------------
amended.

          (j)     "FAIR  MARKET  VALUE"  means,  as  of any given date, the fair
                   -------------------
market  value  of  Stock  on  a  particular  date  determined by such methods or
procedures  as  may  be  established  from  time  to  time  by  the  Committee.

          (k)     "INCENTIVE  STOCK  OPTION" means an Option that is intended to
                   ------------------------
meet  the  requirements  of  Section  422 of the Code or any successor provision
thereto.


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          (l)     "NON-QUALIFIED  STOCK  OPTION"  means  an  Option  that is not
                   ----------------------------
intended  to  be  an  Incentive  Stock  Option.

          (m)     "OPTION"  means  a  right granted to a Participant pursuant to
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Article  7  of  the Plan to purchase Stock at a specified price during specified
time  periods.  An  Option  may  be  either  an  Incentive  Stock  Option  or  a
Non-Qualified  Stock  Option.

          (n)     "PARTICIPANT"  means  a  person who, as a member of the Board,
                   -----------
employee,  officer,  consultant  or executive of, the Company or any Subsidiary,
has  been  granted  an  Award  pursuant  to  the  Plan.

          (o)     "PERFORMANCE  SHARE"  means  a  right granted to a Participant
                   ------------------
pursuant  to  Article 8, to receive cash, Stock, or other Awards, the payment of
which  is contingent upon achieving certain performance goals established by the
Committee.

          (p)     "PLAN"  means  this  Private  Trading Systems, Inc. 2005 Stock
                   ----
Incentive  Plan,  as  it  may  be  amended  from  time  to  time.

          (q)     "RESTRICTED  STOCK AWARD" means Stock granted to a Participant
                   -----------------------
pursuant  to  Article  9  that is subject to certain restrictions and to risk of
forfeiture.

          (r)     "STOCK"  means  the common stock of the Company and such other
                   -----
securities  of the Company that may be substituted for Stock pursuant to Article
11  of  the  Plan.

          (s)     "SUBSIDIARY"  means any corporation or other entity of which a
                   ----------
majority  of  the outstanding voting stock or voting power is beneficially owned
directly  or  indirectly  by  the  Company.

                                    ARTICLE 4
                                 ADMINISTRATION

     4.1     COMMITTEE.  The  Plan  will  be  administered  by  the  Board  or a
             ---------
committee  of  the Board.  Reference in this Plan to the Committee will refer to
the  Board  if  the  Board  does not appoint a Committee to administer the Plan.

     4.2     ACTION  BY  THE  COMMITTEE.  A  majority  of  the  Committee  will
             --------------------------
constitute  a  quorum.  The  acts  of  a  majority of the members present at any
meeting at which a quorum is present, and acts approved in writing by a majority
of  the Committee in lieu of a meeting of the Committee, will be deemed the acts
of  the  Committee.  Each member of the Committee is entitled to, in good faith,
rely or act upon any report or other information furnished to that member by any
officer  or  other  employee  of  the  Company  or any Subsidiary, the Company's
independent  certified  public  accountants,  or  any  executive  compensation
consultant  or  other  professional  retained  by  the  Company to assist in the
administration  of  the  Plan.

     4.3     AUTHORITY OF COMMITTEE.  Subject to any specific designation in the
             ----------------------
Plan,  the  Committee  has  the  exclusive  power,  authority and discretion to:

          (a)     Designate  Participants  to  receive  Awards;


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          (b)     Determine  the  type  or types of Awards to be granted to each
Participant;

          (c)     Determine the number of Awards to be granted and the number of
shares  of  Stock  to  which  an  Award  will  relate;

          (d)     Determine  the  terms  and  conditions  of  any  Award granted
pursuant  to  the Plan, including, but not limited to, the exercise price, grant
price,  or purchase price, any reload provision, any restrictions or limitations
on  the Award, any schedule for lapse of forfeiture restrictions or restrictions
on  the  exercisability  of  an Award, and accelerations or waivers thereof, any
provisions  related  to non-competition and recapture of gain on an Award, based
in  each  case  on such considerations as the Committee in its sole and absolute
discretion,  determines;

          (e)     Determine  whether,  to  what  extent,  and  pursuant  to what
circumstances  an Award may be settled in, or the exercise price of an Award may
be  paid  in,  cash,  Stock, other Awards, or other property, or an Award may be
canceled,  forfeited,  or  surrendered;

          (f)     Prescribe  the form of each Award Agreement, which need not be
identical  for  each  Participant;

          (g)     Decide all other matters that must be determined in connection
with  an  Award;

          (h)     Establish,  adopt,  or revise any rules and regulations as the
Committee  may  deem  necessary  or  advisable  to  administer  the  Plan;

          (i)     Interpret  the  terms  of, and any matter arising pursuant to,
the  Plan  or  any  Award  Agreement;  and

          (j)     Make  all  other  decisions  and  determinations  that  may be
required  pursuant  to the Plan or as the Committee deems necessary or advisable
to  administer  the  Plan.

     4.4     DECISIONS BINDING.  The Committee's interpretation of the Plan, any
             -----------------
Awards  granted  pursuant to the Plan, any Award Agreement and all decisions and
determinations by the Committee with respect to the Plan are final, binding, and
conclusive  on  all  parties,  including  all  Participants.

                                    ARTICLE 5
                           SHARES SUBJECT TO THE PLAN

     5.1     NUMBER  OF  SHARES.  Subject  to adjustment provided in Article 11,
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the  aggregate  number  of  shares  of  Stock  reserved  and available for grant
pursuant  to  the Plan will be 100,000,000 shares of the Company's common stock.

     5.2     LAPSED  OR ASSUMED AWARDS.  To the extent that an Award terminates,
             -------------------------
expires, or lapses for any reason, any shares of Stock subject to the Award will
again  be  available  for  the  grant  of  an  Award  pursuant  to  the  Plan.
Additionally,  any  shares of stock tendered or withheld to satisfy the exercise
price  or  tax  withholding  obligation  pursuant  to  any


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Award  will  again  be available for the grant of an Award pursuant to the Plan.
To  the extent permitted by applicable law or any exchange rule, shares of Stock
issued  in  assumption of, or in substitution for, any outstanding awards of any
entity acquired in any form of combination by the Company or any Subsidiary will
not  be  counted  against  shares  of Stock available for grant pursuant to this
Plan.

     5.3     STOCK  DISTRIBUTED.  Any Stock distributed pursuant to an Award may
             ------------------
consist,  in  whole or in part, of authorized and unissued Stock, treasury Stock
or  Stock  purchased  on  the  open  market.

                                    ARTICLE 6
                          ELIGIBILITY AND PARTICIPATION

     6.1     ELIGIBILITY.
             -----------

          (a)     GENERAL.  Persons eligible to participate in this Plan include
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all members of the Board, employees, officers, and executives of, the Company or
a  Subsidiary,  as  determined  by  the  Committee.

          (b)     FOREIGN  PARTICIPANTS.  In  order  to  assure the viability of
                  ---------------------
Awards  granted to Participants employed in foreign countries, the Committee may
provide  for  such  special terms as it may consider necessary or appropriate to
accommodate  differences  in  local  law,  tax policy, or custom.  Moreover, the
Committee  may  approve  such  supplements  to,  or amendments, restatements, or
alternative  versions  of,  the Plan as it may consider necessary or appropriate
for  such  purposes without thereby affecting the terms of the Plan as in effect
for  any other purpose; provided, however, that no such supplements, amendments,
restatements,  or  alternative  versions  will  increase  the  share limitations
contained  in  Section  5.1  of  the  Plan.

     6.2     ACTUAL  PARTICIPATION.  Subject  to the provisions of the Plan, the
             ---------------------
Committee  may,  from  time to time, select from among all eligible individuals,
those to whom Awards will be granted and will determine the nature and amount of
each  Award.  No  individual will have any right to be granted an Award pursuant
to  this  Plan.

                                    ARTICLE 7
                                  STOCK OPTIONS

     7.1     GENERAL.  The  Committee  is  authorized  to  grant  Options  to
             -------
Participants  on  the  following  terms  and  conditions:

          (a)     EXERCISE  PRICE.  The  exercise  price  per  share  of  Stock
                  ---------------
pursuant  to  an Option will be determined by the Committee and set forth in the
Award  Agreement; provided, however, that the exercise price for any Option will
not  be  less  than  the  Fair  Market  Value  as  of  the  date  of  grant.

          (b)     TIME AND CONDITIONS OF EXERCISE.  The Committee will determine
                  -------------------------------
the  time  or  times  at  which  an Option may be exercised in whole or in part,
provided;  however,  (i) that the term of any Option granted under the Plan will
not  exceed  ten  years,  and  (ii) provided that in the case of a Non-Qualified
Stock  Option,  such  Option  will  be  exercisable  for


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<PAGE>
one  year  after  the  date  of the Participant's death. The Committee will also
determine  the  performance  or other conditions, if any, that must be satisfied
before  all  or part of an Option may be exercised. Unless otherwise provided in
an  Award  Agreement,  an  Option  will  lapse  immediately  if  a Participant's
employment  or  service  is  terminated  for  Cause.

          (c)     PAYMENT.  The  Committee  will  determine the methods by which
                  -------
the  exercise  price  of  an Option may be paid, the form of payment, including,
without  limitation,  cash,  promissory  note,  shares  of Stock (through actual
tender  or  by  attestation),  or  other  property  acceptable  to the Committee
(including broker-assisted "cashless exercise" arrangements), and the methods by
which  shares  of  Stock  will  be  delivered  or  deemed  to  be  delivered  to
Participants.

          (d)     EVIDENCE OF GRANT.  All Options will be evidenced by a written
                  -----------------
Award  Agreement  between  the Company and the Participant.  The Award Agreement
will  include  such  additional provisions as may be specified by the Committee.

     7.2     INCENTIVE  STOCK  OPTIONS.  Incentive Stock Options will be granted
             -------------------------
only  to  employees  of the Company and the terms of any Incentive Stock Options
granted  pursuant  to  the  Plan  must  comply  with  the  following  additional
provisions  of  this  Section  7.2:

          (a)     EXERCISE PRICE.  The exercise price per share of Stock will be
                  --------------
set  by  the Committee, provided that the exercise price for any Incentive Stock
Option  may  not be less than the Fair Market Value as of the date of the grant.

          (b)     EXERCISE.  In  no  event  may  any  Incentive  Stock Option be
                  --------
exercisable  for  more  than  ten  years  from  the  date  of  its  grant.

          (c)     LAPSE  OF  OPTION.  An  Incentive  Stock  Option  will  lapse
                  -----------------
pursuant  to  the  following  circumstances.

               (1)     The  Incentive Stock Option will lapse ten years from the
date  of  the  grant,  unless  an  earlier  time  is set in the Award Agreement;

               (2)     The Incentive Stock Option will lapse upon termination of
Participant's  employment  for  Cause  or  for  any  other reason other than the
Participant's  death  or  Disability,  unless  otherwise  provided  in the Award
Agreement;  or

               (3)     If  the  Participant  terminates employment on account of
Disability  or  death  before the Option lapses pursuant to paragraph (1) or (2)
above, the Incentive Stock Option will lapse, unless it is previously exercised,
on  the  earlier of (A) the scheduled termination date of the Options; or (B) 12
months  after the date of the Participant's termination of employment on account
of  Disability  or  death.  Upon  the  Participant's  Disability  or  death, any
Incentive Stock Options exercisable at the Participant's Disability or death may
be  exercised  by  the Participant's legal representative or representatives, by
the  person or persons entitled to do so pursuant to the Participant's last will
and  testament, or, if the Participant fails to make testamentary disposition of
such Incentive Stock Option or dies intestate, by the person or persons entitled
to receive the Incentive Stock Option pursuant to the applicable laws of descent
and  distribution.


                                        7
<PAGE>
          (d)     INDIVIDUAL DOLLAR LIMITATION.  The aggregate Fair Market Value
                  ----------------------------
(determined as of the time an Award is made) of all shares of Stock with respect
to  which  Incentive Stock Options are first exercisable by a Participant in any
calendar  year  may  not  exceed $100,000 or such other limitation as imposed by
Section  422(d)  of  the  Code,  or any successor provision.  To the extent that
Incentive Stock Options are first exercisable by a Participant in excess of such
limitation,  the  excess  will  be  considered  Non-Qualified  Stock  Options.

          (e)     TEN PERCENT OWNERS.  An Incentive Stock Option will be granted
                  ------------------
to any individual who, at the date of grant, owns stock possessing more than ten
percent  of  the  total  combined  voting  power  of all classes of Stock of the
Company  only if such Option is granted at a price that is not less than 110% of
Fair Market Value on the date of grant and the Option is exercisable for no more
than  five  years  from  the  date  of  grant.

          (f)     EXPIRATION  OF  INCENTIVE  STOCK  OPTIONS.  No  Award  of  an
                  -----------------------------------------
Incentive  Stock  Option  may  be  made  pursuant  to  this Plan after the tenth
anniversary  of  the  Effective  Date.

          (g)     RIGHT  TO  EXERCISE.  During  a  Participant's  lifetime,  an
                  -------------------
Incentive  Stock  Option  may  be  exercised  only  by  the  Participant.

     7.3     NON-QUALIFIED  STOCK  OPTIONS.  Non-Qualified Stock Options will be
             -----------------------------
granted  only  to  employees  and  directors of the Company and the terms of any
Non-Qualified  Stock  Options  granted pursuant to the Plan must comply with the
following  additional  provisions  of  this  Section  7.3:

          (a)     EXERCISE.  In  no  event may any Non-Qualified Stock Option be
                  --------
exercisable  for  more  than  ten  years  from  the  date  of  its  grant.

          (b)     LAPSE  OF  OPTION.  Non-Qualified  Stock  Options  will  lapse
                  -----------------
pursuant  to  the  following  circumstances:

               (1)     The  Non-Qualified Stock Option will lapse ten years from
the  date  of  grant,  unless  an earlier time is set in the Award Agreement; or

               (2)     The  Non-Qualified  Stock  Option  will  lapse  upon
termination  or  resignation of a director of the Company for any reason, unless
otherwise  provided  in  the  Award  Agreement.

          (c)     EXPIRATION  OF  NON-QUALIFIED  STOCK  OPTIONS.  No  Award of a
                  ---------------------------------------------
Non-Qualified  Stock  Option  may  be made pursuant to this Plan after the tenth
anniversary  of  the  Effective  Date.

          (d)     RIGHT  TO  EXERCISE.  During  a  Participant's  lifetime,  a
                  -------------------
Non-Qualified  Stock  Option  may  be  exercised  only  by  the  Participant.


                                        8
<PAGE>
                                    ARTICLE 8
                               PERFORMANCE SHARES

     8.1     GRANT  OF PERFORMANCE SHARES.  The Committee is authorized to grant
             ----------------------------
Performance  Shares  to  Participants  on  such  terms  and conditions as may be
selected  by  the Committee.  The Committee will have the complete discretion to
determine  the  number  of  Performance Shares granted to each Participant.  All
Awards  of  Performance  Shares  will  be  evidenced  by  an  Award  Agreement.

     8.2     RIGHT  TO  PAYMENT.  A  grant  of  Performance  Shares  gives  the
             ------------------
Participant  rights,  valued  as determined by the Committee, and payable to, or
exercisable  by,  the Participant to whom the Performance Shares are granted, in
whole  or  in  part,  as  the  Committee  will establish at grant or thereafter.
Subject  to  the terms of the Plan, the Committee will set performance goals and
other terms or conditions to payment of the Performance Shares in its discretion
which,  depending on the extent to which they are met, will determine the number
and  value  of  Performance  Shares  that  will  be  paid  to  the  Participant.

     8.3     OTHER  TERMS.  Performance Shares may be payable in cash, Stock, or
             ------------
other  property,  and  have such other terms and conditions as determined by the
Committee  and reflected in a written Performance Share Award Agreement.  Unless
otherwise  provided  in  an  Award  Agreement,  Performance  Shares  will  lapse
immediately  if  a  Participant's  employment  is  terminated  for  Cause.

                                    ARTICLE 9
                             RESTRICTED STOCK AWARDS

     9.1     GRANT  OF  RESTRICTED  STOCK.  The  Committee is authorized to make
             ----------------------------
Awards  of  Restricted Stock to Participants in such amounts and subject to such
terms  and  conditions as determined by the Committee.  All Awards of Restricted
Stock  will  be  evidenced  by  a  written  Restricted  Stock  Award  Agreement.

     9.2     ISSUANCE  AND  RESTRICTIONS.  Restricted  Stock  will be subject to
             ---------------------------
such restrictions on transferability and other restrictions as the Committee may
impose  (including,  without  limitation,  limitations  on  the  right  to  vote
Restricted  Stock  or  the  right to receive dividends on the Restricted Stock).
These  restrictions  may  lapse  separately  or  in  combination  at such times,
pursuant  to  such  circumstances,  in  such  installments, or otherwise, as the
Committee  determines  at  the  time  of  the  grant of the Award or thereafter.

     9.3     FORFEITURE.  Except as otherwise determined by the Committee at the
             ----------
time  of  the  grant  of the Award or thereafter, upon termination of employment
during  the applicable restriction period, Restricted Stock that is at that time
subject to restrictions will be forfeited; provided, however, that the Committee
may  provide  in  any  Restricted  Stock  Award  Agreement  that restrictions or
forfeiture conditions relating to Restricted Stock will be waived in whole or in
part  in  the  event  of  terminations  resulting from specified causes, and the
Committee  may  in  other  cases  waive  in  whole  or  in  part restrictions or
forfeiture  conditions  relating to Restricted Stock.  Unless otherwise provided
in  an  Award  Agreement,  Restricted  Stock  will be forfeited immediately if a
Participant's  employment  is  terminated  for  Cause.


                                        9
<PAGE>
     9.4     CERTIFICATES  FOR  RESTRICTED  STOCK.  Restricted  Stock  granted
             ------------------------------------
pursuant  to  the  Plan  may  be  evidenced in such manner as the Committee will
determine.  If  certificates  representing  shares  of  Restricted  Stock  are
registered in the name of the Participant, certificates must bear an appropriate
legend  referring  to the terms, conditions, and restrictions applicable to such
Restricted  Stock,  and  the  Company  may,  at  its discretion, retain physical
possession  of  the  certificate  until such time as all applicable restrictions
lapse.

                                   ARTICLE 10
                         PROVISIONS APPLICABLE TO AWARDS

     10.1     STAND-ALONE  AND  TANDEM  AWARDS.  Awards  granted pursuant to the
              --------------------------------
Plan  may,  in  the  discretion  of  the  Committee, be granted either alone, in
addition  to,  or  in tandem with, any other Award granted pursuant to the Plan.
Awards  granted  in  addition  to  or in tandem with other Awards may be granted
either  at  the same time as or at a different time from the grant of such other
Awards.

     10.2     EXCHANGE  PROVISIONS.  The  Committee  may  at  any  time offer to
              --------------------
exchange  or  buy out any previously granted Award for a payment in cash, Stock,
or another Award, based on the terms and conditions the Committee determines and
communicates  to  the  Participant  at  the  time  the  offer  is  made.

     10.3     TERM  OF  AWARD.  The term of each Award will be for the period as
              ---------------
determined  by  the  Committee,  provided  that in no event will the term of any
Option  exceed  a  period  of  ten  years  from  the  date  of  its  grant.

     10.4     FORM  OF PAYMENT FOR AWARDS.  Subject to the terms of the Plan and
              ---------------------------
any  applicable  law or Award Agreement, payments or transfers to be made by the
Company or a Subsidiary on the grant or exercise of an Award may be made in such
forms  as  the  Committee  determines  at or after the time of grant, including,
without  limitation,  cash,  promissory  note,  Stock,  other  Awards,  or other
property  (including  broker-assisted  "cashless exercise" arrangements), or any
combination  thereof,  and  may  be  made  in  a  single payment or transfer, in
installments, or on a deferred basis, in each case determined in accordance with
rules  adopted  by,  and  at  the  discretion  of,  the  Committee.

     10.5     LIMITS  ON TRANSFER.  No right or interest of a Participant in any
              -------------------
Award  may  be  pledged, encumbered, or hypothecated to or in favor of any party
other  than  the  Company  or  a  Subsidiary,  or  will  be subject to any lien,
obligation,  or  liability of such Participant to any other party other than the
Company  or  a  Subsidiary.  Except  as  otherwise provided by the Committee, no
Award  will  be assigned, transferred, or otherwise disposed of by a Participant
other  than  by  will  or  the  laws  of  descent  and  distribution.

     10.6     BENEFICIARIES.  Notwithstanding  Section  10.5, a Participant may,
              -------------
in  the  manner determined by the Committee, designate a beneficiary to exercise
the  rights  of  the Participant and to receive any distribution with respect to
any  Award  upon  the Participant's death.  A beneficiary, legal guardian, legal
representative,  or  other  person  claiming  any rights pursuant to the Plan is
subject  to  all  terms  and  conditions  of  the  Plan  and any Award Agreement
applicable to the Participant, except to the extent the Plan and Award Agreement
otherwise


                                       10
<PAGE>
provide,  and  to any additional restrictions deemed necessary or appropriate by
the  Committee.  If  the  Participant  is  married  and  resides  in a community
property state, a designation of a person other than the Participant's spouse as
his  or  her  beneficiary  with  respect  to  more than 50% of the Participant's
interest in the Award will not be effective without the prior written consent of
the Participant's spouse.  If no beneficiary has been designated or survives the
Participant, payment will be made to the person entitled thereto pursuant to the
Participant's  will  or  the  laws  of descent and distribution.  Subject to the
foregoing,  a beneficiary designation may be changed or revoked by a Participant
at  any  time  provided  the  change  or revocation is filed with the Committee.

     10.7     STOCK  CERTIFICATES.  Notwithstanding  anything  herein  to  the
              -------------------
contrary,  the Company will not be required to issue or deliver any certificates
evidencing  shares  of  Stock  pursuant to the exercise of any Award, unless and
until  the  Board  has determined, with advice of counsel, that the issuance and
delivery  of  such  certificates  is  in  compliance  with  all applicable laws,
regulations  of governmental authorities and, if applicable, the requirements of
any  exchange  on  which  the  shares  of  Stock are listed or traded. All Stock
certificates  delivered  pursuant  to  the Plan are subject to any stop-transfer
orders  and  other restrictions as the Committee deems necessary or advisable to
comply  with  federal, state, or foreign jurisdiction, securities or other laws,
rules  and  regulations  and  the  rules  of any national securities exchange or
automated  quotation system on which the Stock is listed, quoted, or traded. The
Committee  may  place legends on any Stock certificate to reference restrictions
applicable  to  the  Stock.  In  addition  to  the terms and conditions provided
herein, the Board may require that a Participant make such reasonable covenants,
agreements,  and  representations  as  the  Board,  in  its  sole  in  absolute
discretion,  deems advisable in order to comply with any such laws, regulations,
or  requirements.

     10.8     ACCELERATION  UPON  A CHANGE OF CONTROL. Unless otherwise provided
in a Participant's Award Agreement, if a Change of Control occurs, the Committee
shall  have  the  discretion  to  cause  all  outstanding Awards to become fully
exercisable  and  all restrictions on outstanding Awards to lapse. To the extent
that  this  provision  causes  Incentive  Stock  Options  to  exceed  the dollar
limitation set forth in Section 7.2(d), the excess Options shall be deemed to be
Non-Qualified  Stock  Options.  Upon,  or in anticipation of, such an event, the
Committee may cause every Award outstanding hereunder to terminate at a specific
time  in the future and shall give each Participant the right to exercise Awards
during  a  period of time as the Committee, in its sole and absolute discretion,
shall  determine.

                                   ARTICLE 11
                          CHANGES IN CAPITAL STRUCTURE

     11.1     SHARES  AVAILABLE  FOR  GRANT.  In  the event of any change in the
              -----------------------------
number  of shares of Stock outstanding by reason of any stock dividend or split,
recapitalization,  merger,  consolidation,  combination or exchange of shares or
similar  corporate  change, the maximum aggregate number of shares of Stock with
respect  to  which the Committee may grant Awards, the number of shares of Stock
subject  to  any Award, and any numeric limitation expressed in the Plan will be
appropriately  adjusted  by  the  Committee.

                                       11
<PAGE>

     11.2     OUTSTANDING AWARDS - INCREASE OR DECREASE IN ISSUED SHARES WITHOUT
              ------------------------------------------------------------------
CONSIDERATION.  Subject  to  any  required  action  by  the  stockholders of the
-------------
Company, in the event of any increase or decrease in the number of issued shares
of Stock resulting from a subdivision or consolidation of shares of Stock or the
payment  of  a  stock  dividend  (but only on the shares of Stock), or any other
increase  or  decrease  in the number of such shares effected without receipt or
payment  of  consideration  by  the  Company,  the Committee will proportionally
adjust  the  number of shares of Stock subject to each outstanding Award and the
exercise  price  per  share  of  Stock  of  each  such  Award.

     11.3     OUTSTANDING  AWARDS  -  CERTAIN  MERGERS.  Subject to any required
              ----------------------------------------
action by the stockholders of the Company, in the event that the Company will be
the  surviving  corporation  in  any merger or consolidation (except a merger or
consolidation  as  a  result  of  which  the  holders of shares of Stock receive
securities  of  another corporation), each Award outstanding on the date of such
merger  or  consolidation  will  pertain  to  and apply to the securities that a
holder  of  the  number  of  shares  of  Stock  subject to such Award would have
received  in  such  merger  or  consolidation.

     11.4     OUTSTANDING  AWARDS  -  OTHER  CHANGES.  In the event of any other
              --------------------------------------
change in the capitalization of the Company or corporate change other than those
specifically  referred  to  in  Article  11,  the Committee may, in its absolute
discretion,  make  such adjustments in the number and class of shares subject to
Awards  outstanding on the date on which such change occurs and in the per share
exercise  price  of  each  Award  as  the  Committee may consider appropriate to
prevent  dilution  or  enlargement  of  rights.

     11.5     NO  OTHER  RIGHTS.  Except  as  expressly provided in the Plan, no
              -----------------
Participant  will  have any rights by reason of any subdivision or consolidation
of  shares  of  Stock of any class, the payment of any dividend, any increase or
decrease  in  the  number  of  shares  of Stock of any class or any dissolution,
liquidation,  merger,  or consolidation of the Company or any other corporation.
Except  as  expressly provided in the Plan, no issuance by the Company of shares
of  stock  of  any  class, or securities convertible into shares of Stock of any
class,  will  affect,  and  no  adjustment  by  reason thereof will be made with
respect  to,  the  number of shares of Stock subject to an Award or the exercise
price  of  any  Award.

                                   ARTICLE 12
                    AMENDMENT, MODIFICATION, AND TERMINATION

     12.1     AMENDMENT,  MODIFICATION,  AND  TERMINATION.  With the approval of
              -------------------------------------------
the Board, at any time and from time to time, the Committee may terminate, amend
or  modify  the  Plan.

     12.2     AWARDS  PREVIOUSLY  GRANTED.  No  termination,  amendment,  or
              ---------------------------
modification  of  the  Plan  will adversely affect in any material way any Award
previously granted pursuant to the Plan without the prior written consent of the
Participant.


                                       12
<PAGE>
                                   ARTICLE 13
                               GENERAL PROVISIONS

     13.1     NO  RIGHTS  TO  AWARDS.  No Participant, employee, or other person
              ----------------------
will  have  any  claim to be granted any Award pursuant to the Plan, and neither
the Company nor the Committee is obligated to treat Participants, employees, and
other  persons  uniformly.

     13.2     NO STOCKHOLDERS RIGHTS.  No Award gives the Participant any of the
              ----------------------
rights  of  a stockholder of the Company unless and until shares of Stock are in
fact  issued  to  such  person  in  connection  with  such  Award.

     13.3     WITHHOLDING.  The  Company  or  any  Subsidiary  will  have  the
              -----------
authority and the right to deduct or withhold, or require a Participant to remit
to  the Company, an amount sufficient to satisfy federal, state, and local taxes
(including  the  Participant's  FICA  obligation) required by law to be withheld
with  respect  to any taxable event concerning a Participant arising as a result
of this Plan.  With the Committee's consent, a Participant may elect to (a) have
the Company withhold from those shares of Stock that would otherwise be received
upon  the  exercise of any Option, a number of shares having a Fair Market Value
equal  to  the  minimum  statutory  amount  necessary  to  satisfy the Company's
applicable  federal,  state,  local  or  foreign  income  and  employment  tax
withholding  obligations  with  respect  to  such  Participant,  or  (b)  tender
previously-owned  shares  of  Stock to satisfy the Company's applicable federal,
state,  local, or foreign income and employment tax withholding obligations with
respect  to  the  Participant.

     13.4     NO  RIGHT  TO  EMPLOYMENT OR SERVICES.  Nothing in the Plan or any
              -------------------------------------
Award Agreement will interfere with or limit in any way the right of the Company
or  any  Subsidiary to terminate any Participant's employment or services at any
time,  nor  confer  upon  any Participant any right to continue in the employ or
service  of  the  Company  or  any  Subsidiary.

     13.5     UNFUNDED  STATUS  OF  AWARDS.  The  Plan  is  intended  to  be  an
              ----------------------------
"unfunded"  plan  for  incentive compensation.  With respect to any payments not
yet made to a Participant pursuant to an Award, nothing contained in the Plan or
any  Award  Agreement will give the Participant any rights that are greater than
those  of  a  general  creditor  of  the  Company  or  any  Subsidiary.

     13.6     INDEMNIFICATION.  To  the  extent allowable pursuant to applicable
              ---------------
law,  each  member of the Committee or of the Board will be indemnified and held
harmless  by  the Company from any loss, cost, liability, or expense that may be
imposed  upon  or  reasonably  incurred  by  such  member  in connection with or
resulting  from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action or failure
to act pursuant to the Plan and against and from any and all amounts paid by him
or  her  in satisfaction of judgment in such action, suit, or proceeding against
him  or  her  provided  he  or  she gives the Company an opportunity, at its own
expense, to handle and defend the same before he or she undertakes to handle and
defend it on his or her own behalf.  The foregoing right of indemnification will
not  be  exclusive  of any other rights of indemnification to which such persons
may  be  entitled  pursuant  to  the  Company's  Articles  of  Incorporation  or


                                       13
<PAGE>
Bylaws, as a matter of law, or otherwise, or any power that the Company may have
to  indemnify  them  or  hold  them  harmless.

     13.7     RELATIONSHIP  TO  OTHER BENEFITS.  No payment pursuant to the Plan
              --------------------------------
will  be taken into account in determining any benefits pursuant to any pension,
retirement,  savings, profit sharing, group insurance, welfare, or other benefit
plan  of  the  Company  or  any  Subsidiary.

     13.8     EXPENSES.  The expenses of administering the Plan will be borne by
              --------
the  Company  and  its  Subsidiaries.

     13.9     TITLES  AND  HEADINGS.  The titles and headings of the Sections in
              ---------------------
the  Plan  are  for  convenience  of  reference  only  and,  in the event of any
conflict,  the  text  of  the  Plan,  rather  than such titles or headings, will
control.

     13.10     FRACTIONAL  SHARES.  No fractional shares of Stock will be issued
               ------------------
and  the Committee will determine, in its discretion, whether cash will be given
in  lieu  of  fractional  shares,  or  whether  such  fractional  shares will be
eliminated  by  rounding  up  or  down  as  appropriate.

     13.11     SECURITIES LAW COMPLIANCE.  With respect to any person who is, on
               -------------------------
the  relevant  date,  obligated  to  file  reports pursuant to Section 16 of the
Exchange Act, transactions pursuant to this Plan are intended to comply with all
applicable  conditions  of Rule 16b-3 or its successors pursuant to the Exchange
Act.  To  the  extent any provision of the Plan or action by the Committee fails
to  so  comply, such provision or action will be void to the extent permitted by
law  and  voidable  as  deemed  advisable  by  the  Committee.

     13.12     GOVERNMENT  AND OTHER REGULATIONS.  The obligation of the Company
               ---------------------------------
to  make  payment  of  awards  in  Stock  or  otherwise  will  be subject to all
applicable  laws,  rules,  and  regulations, and to such approvals by government
agencies  as  may  be  required.  The  Company  will  be  under no obligation to
register  pursuant  to the Securities Act of 1933, as amended, any of the shares
of Stock paid pursuant to the Plan.  If the shares paid pursuant to the Plan may
in  certain circumstances be exempt from registration pursuant to the Securities
Act of 1933, as amended, the Company may restrict the transfer of such shares in
such  manner  as  it  deems  advisable  to  ensure  the availability of any such
exemption.

     13.13     GOVERNING  LAW.  The  Plan  and  all  Award  Agreements  will  be
               --------------
construed  in  accordance with and governed by the laws of the State of Arizona.

     13.14     DISPUTE  RESOLUTION.
               -------------------

          (a)     General.  All  claims,  disputes  and  other  matters  in
                  -------
controversy  (herein  a  "Dispute")  arising  directly  or  indirectly out of or
                          -------
related  to  any  Award  granted  under  this  Plan will be resolved exclusively
according  to  the  procedures  set  forth  in  this  Section  13.14.

          (b)     Mediation.  Any  dispute that is not settled through mediation
                  ---------
as  provided  in  this Section 13.14 will be resolved by arbitration as provided
below  in  subsection  13.14(c).  No  party  will  commence  such an arbitration
proceeding  unless  such  party  will  first  give  a written notice (a "Dispute
                                                                         -------
Notice")  to  the  other  party  setting  forth  the nature of the dispute.  The
------
parties


                                       14
<PAGE>
will  attempt  in  good  faith  to  resolve  the  dispute by mediation under the
Commercial  Mediation  Rules  of  the  American Arbitration Association (AAA) in
effect  on  the date of the Dispute Notice.  Either party may initiate mediation
by  notice  of  demand  for mediation filed with the other party and the AAA not
less than 10 days after the Dispute Notice is given. If the parties cannot agree
on  the  selection  of  a  mediator within 20 days after delivery of the Dispute
Notice,  the  mediator will be selected by the AAA.  If the dispute has not been
resolved  by  mediation  as  provided above within 60 days after delivery of the
Dispute Notice, then the dispute will be determined by arbitration in accordance
with  the  provisions  of  subsection  13.14(c)  below.

          (c)     Arbitration.  Any  dispute  that  is  not  settled  through
                  -----------
mediation  as  provided  in  above  will  be  resolved  by  final  and  binding
arbitration,  which  will  take place in Phoenix, Arizona and shall be conducted
under  the  commercial arbitration rules (or other similar and applicable rules)
of the American Arbitration Association.  The parties shall act in good faith to
select  a  single  arbitrator;  provided, that if the parties do not agree on an
                                --------
arbitrator,  then  the  American  Arbitration  Association  shall  select  the
arbitrator.  The  decision of the arbitrator shall be final and binding, and not
subject  to  appeal for any reason.  The parties agree that the arbitrator shall
award  attorneys fees, costs, and all costs and fees of the American Arbitration
Association  to  the prevailing party in the arbitration.  The arbitration award
or  other  orders  can  be confirmed and/or enforced through the Maricopa County
Superior  Court.  The arbitrator's fees and any administrative fees and/or costs
shall  be  divided  equally  between  the  parties.



                          PRIVATE TRADING SYSTEMS, INC.
                            2005 STOCK INCENTIVE PLAN


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