AMENDED AND RESTATED
                        EXECUTIVE EMPLOYMENT AGREEMENT OF
                                KEVIN M. MCNAMARA


         This Amended and Restated Executive Employment Agreement ("AGREEMENT")
is entered into between PRIVATE BUSINESS, INC., a Tennessee corporation
("COMPANY"), and KEVIN M. MCNAMARA, a resident of Brentwood, Tennessee
("EXECUTIVE"), executed effective October 31, 1999. The Company and the
Executive are sometimes referred to herein as the "PARTIES."

1.       Introduction. The Company and Executive entered into an Executive
         Employment Agreement on and effective October 31, 1999 (the "ORIGINAL
         AGREEMENT"). Since execution of the Original Agreement, the Company and
         the Executive have acknowledged certain ambiguities contained in
         Section 8 of the Original Agreement, which they now desire to clarify
         by amending and restating the terms and conditions of Executive's
         employment by the Company in this Agreement, effective as of October
         31, 1999.

2.                Employment.  The Company hereby employs the Executive and the
         Executive hereby accepts employment with the Company upon terms and
         conditions set forth herein.

3.                Duties and Responsibilities.

         a.                Extent of Service. The Executive shall, during the
                  term of this Agreement, devote such of his entire time,
                  attention, energies and business efforts to his duties as an
                  executive of the Company as are reasonably necessary to carry
                  out his duties specified in Paragraph 3.2 below. The Executive
                  shall not, during the term of this Agreement, engage in any
                  other business activity (whether or not such business activity
                  is pursued for gain, profit or other pecuniary advantage) if
                  such business activity would impair the Executive's ability to
                  carry out his duties hereunder. This Paragraph 3.1, however,
                  shall not be construed to prevent the Executive from investing
                  his personal assets as a passive investor.

         b.                Position and Duties. Subject to the power of the
                  Board of Directors of the Company to elect and remove officers
                  and the power of the stockholders to remove directors, the
                  Executive shall serve the Company as Chief Executive Officer
                  and be appointed to the Board of Directors by the current
                  members of the Board of Directors; and shall perform,
                  faithfully and diligently, the services and functions relating
                  to such office or otherwise reasonably incident to such office
                  as may be designated from time to time by the Board of
                  Directors of the Company or its designee(s); provided that all
                  such services and functions shall be reasonable and within the
                  Executive's area of expertise, and provided further that the
                  Executive shall be physically capable of performing the same.



<PAGE>   2

         c.                Place of Employment. During the term of this
                  Agreement, the Company shall maintain its principal executive
                  offices in the Nashville, Tennessee area, and the Executive's
                  primary place of employment shall be at such principal
                  executive offices. During the term of this Agreement, the
                  Company will provide the Executive with a private office and
                  other customary staff support services commensurate with the
                  services and functions to be performed by him hereunder.

4.                Salary and Other Benefits. Subject to the terms and conditions
         of this Agreement:

         a.                Salary. As compensation for his services under and
                  during the term of his employment under this Agreement, the
                  Executive shall be paid an annual salary of not less than Two
                  Hundred Ten Thousand Dollars ($210,000), payable in accordance
                  with the then current payroll policies of the Company. Such
                  salary shall be subject to increase by the Board of Directors
                  of the Company (or the appropriate committee thereof) from
                  time to time. The annual salary payable from time to time by
                  the Company to the Executive pursuant to this Paragraph 4.1 is
                  herein sometimes referred to as his "BASE SALARY."

         b.                Incentive Bonus Eligibility. Beginning with calendar
                  year 2000, the Executive shall be eligible to be paid an
                  annual incentive cash bonus of up to one hundred percent
                  (100%) of his Base Salary subject to performance criteria for
                  the Company and Executive established from time to time by the
                  Board of Directors, or its designee(s), and Executive.

         c.       Stock Option Grants.

                           (a)               Executive shall be granted options
                                    to acquire Five Hundred Thousand (500,000)
                                    shares of the Company's common stock at an
                                    exercise price equal to the closing trading
                                    price of such stock on October 29, 1999.
                                    Such grant shall be made pursuant to an
                                    Incentive Stock Option Agreement between the
                                    Company and Executive to the extent
                                    Executive is eligible for incentive options
                                    under applicable tax laws and, with respect
                                    to any excess, a Non-Qualified Stock Option
                                    Agreement between the Company and the
                                    Executive. Such agreement(s) will provide
                                    for vesting of such options over three (3)
                                    years at the rate of 1/36th per month. In
                                    all events such options shall be subject to
                                    the terms and conditions of the Company's
                                    1999 Amended and Restated Stock Option Plan,
                                    as the same
                                    may be amended from time to time (the "STOCK
                                    OPTION PLAN").

                           (b)               Executive shall also be granted,
                                    effective the effective date of this
                                    Agreement reflected above,



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                                    options to acquire an aggregate of Five
                                    Hundred Thousand (500,000) shares of the
                                    Company's common stock at the following
                                    exercise prices:



           Number of Shares               Exercise Price Per Share
           ----------------               ------------------------

                                       
                    250,000                        $  8.00
                    250,000                        $ 12.00


         Such grants shall be made pursuant to an Incentive Stock Option
         Agreement between the Company and Executive to the extent Executive is
         eligible for incentive options under applicable tax laws and, with
         respect to any excess, a Non-Qualified Stock Option Agreement between
         the Company and Executive. Such agreement(s) will provide for vesting
         of such options over three (3) years at the rate of 1/36th per month.
         In all events such options shall be subject to the terms and conditions
         of the Stock Option Plan.

         d.                Other Benefits. As long as the Executive is employed
                  by the Company, the Executive shall be entitled to receive the
                  following benefits in addition to his Base Salary:

                           (a)               The Executive shall have the right
                                    to participate in all group benefit plans of
                                    the Company in accordance with the Company's
                                    regular practices with respect to its senior
                                    officers.

                           (b)               The Executive shall be entitled to
                                    reimbursement from the Company for
                                    reasonable out-of-pocket expenses incurred
                                    by him in the course of the performance of
                                    his duties hereunder, subject to compliance
                                    with the Company's standard expense policies
                                    and procedures.

                           (c)               The Executive shall be entitled to
                                    such vacation, holidays and other paid or
                                    unpaid leaves of absence as are consistent
                                    with the Company's other senior officers.

         e.                Initial Payment. Within five (5) days of Executive's
                  execution of this Agreement, the Company shall pay Executive
                  an initial payment, in addition to any other payments under
                  this Agreement, of Fifty Thousand Dollars ($50,000), subject
                  to the Company's standard payroll practices and withholding
                  taxes. In the event Executive resigns within ninety (90) days
                  of the date hereof, he shall refund the initial payment to the
                  Company in full within five (5) days.

5.                Term. The term of this Agreement shall be for an initial
         period of two (2) years and two (2) months ending on December 31, 2001,
         and shall thereafter automatically be extended for an additional period
         of one (1) year on a yearly basis, unless on or before October 1 of any
         subsequent year, either the Executive or the Company gives the other
         party notice that the term of this Agreement will not be so extended,
         in which case the term of this Agreement will end on the end of the
         year



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         designated in the notice. Notwithstanding the foregoing, the
         indemnification provisions of this Agreement contained in Paragraph 10
         shall survive until the expiration of the statute of limitations for
         assessment of any excise tax under Section 4999 of the Code with regard
         to an Excess Parachute Payment on account of the Change of Control.

6.                Termination and Resignation. The Company shall have the right
         to terminate the Executive's employment hereunder at any time and for
         any reason, and upon any such termination the Executive shall be
         entitled to receive from the Company prompt payment of the amount
         determined pursuant to the applicable subparagraph of Paragraph 7
         below. The Executive shall have the right to terminate his employment
         hereunder at any time by resignation, and he shall thereupon be
         entitled to receive from the Company prompt payment of the amount
         determined pursuant to the applicable subparagraph of Paragraph 7
         below.

7.       Payments Upon Termination and Resignation.

         a.                Pro Rata Payments Upon Termination for Cause,
                  Resignation Prior to Change in Control, Death or Disability.
                  If (a) the Company at any time terminates the Executive's
                  employment for Cause (as defined below), or (b) prior to the
                  occurrence of a Change In Control (as defined below) of the
                  Company, the Executive voluntarily resigns for any reason
                  other than because of an uncured material breach by the
                  Company of any term of this Agreement, then in each case the
                  Executive shall be entitled to receive only his Base Salary on
                  a pro rata basis to the date of termination plus any amounts
                  due Executive through the date of termination in accordance
                  with Paragraph 4.4. If the Executive during the term of this
                  Agreement dies or becomes disabled (being the inability of the
                  Executive to perform his normal employment duties for six (6)
                  months during any twelve (12) month period because of either
                  physical or mental incapacity), the Executive or his estate
                  shall be entitled to receive any amounts due Executive
                  pursuant to Section 4.4 and to receive his Base Salary plus
                  Bonus on a pro rata basis to the date of termination or
                  resignation. For purposes of this Paragraph 7.1, "pro rata"
                  shall mean the product of the Executive's annual Base Salary
                  and Bonus that would have been payable had the Executive's
                  employment not terminated multiplied by a fraction the
                  denominator of which is 365 and the numerator of which is the
                  number of days during the calendar year that have passed
                  through the date of the termination of the Executive's
                  employment.

         b.                Base Salary and Average Bonus Payment Upon
                  Termination Prior to Initial Change in Control Event or Upon
                  Resignation Based on Material Breach Prior to Change in
                  Control. If (a) prior to the occurrence of an Initial Change
                  in Control Event (as defined below), the Company terminates
                  the Executive's employment because of a Discharge Event (as
                  defined below), or if (b) prior to the occurrence of a Change
                  in Control of the Company, the Executive resigns because of
                  the uncured material breach by the Company of any term of this
                  Agreement, then in each case the Executive shall be entitled
                  to receive a lump sum payment equal to his Base Salary and
                  Average Bonus (as defined below). If prior to the occurrence
                  of an Initial Change in Control Event the Company terminates
                  the Executive's



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<PAGE>   5

                  employment without Cause and without a Discharge Event, then
                  the Executive shall be entitled to receive the greater of (a)
                  a lump sum payment equal to his Base Salary and Average Bonus,
                  or (b) his Base Salary and Bonus as provided in Paragraph 4.2
                  for the remainder of the unexpired term of this Agreement.

         c.                Multiple Base Salary Payment Upon Termination After
                  Initial Change of Control Event or Upon Termination or
                  Resignation After a Change in Control. If after the occurrence
                  of an Initial Change of Control Event of the Company, the
                  Company terminates the Executive's employment hereunder (a)
                  because of a Discharge Event, or (b) without Cause and without
                  any Discharge Event, then in either case the Company will pay
                  to the Executive a lump sum termination payment equal to two
                  (2) times the sum of his Base Salary and his Average Bonus (as
                  defined below) (collectively, the "LUMP SUM PAYMENT"). If
                  after the occurrence of a Change in Control of the Company,
                  (a) the Company terminates the Executive's employment
                  hereunder for any reason other than for Cause (other than his
                  death or disability), or (b) the Executive voluntarily resigns
                  his employment hereunder for any reason (other than his death
                  or disability), then in each case the Company will pay to the
                  Executive the Lump Sum Payment.

         d.                Certain Definitions. The following terms not defined
                  elsewhere in this Agreement shall have the following
                  definitions:

                           (a)               "AVERAGE BONUS" shall mean that
                                    result obtained by dividing the sum of the
                                    Bonuses, if any, actually paid to the
                                    Executive pursuant to Paragraph 4.2 above in
                                    respect of the two (2) years immediately
                                    preceding the year in which a Change in
                                    Control of the Company occurs by the number
                                    of years during such two-year period in
                                    which the Executive was entitled to receive
                                    a bonus pursuant to Paragraph 4.2 above;
                                    provided, however, that with respect to a
                                    termination of employment that occurs prior
                                    to 2001, the Average Bonus of the Executive
                                    shall be the greater of (i) fifty percent
                                    (50%) of the Base Salary of the Executive,
                                    or (ii) the Bonus Executive actually
                                    received with respect to calendar year 2000.

                           (b)               Termination by the Company of the
                                    Executive's employment for "CAUSE" shall
                                    mean termination upon the willful
                                    misappropriation of funds or properties of
                                    the Company or the willful contravention of
                                    the standards referred to in the last
                                    sentence of Paragraph 11 below. For purposes
                                    of this definition, no act, or failure to
                                    act, on the Executive's part shall be
                                    considered "willful" unless done, or omitted
                                    to be done, by the Executive not in good
                                    faith and without reasonable belief that the
                                    Executive's action or omission was in the
                                    best interest of the Company.
                                    Notwithstanding the foregoing, the



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                                    Executive shall not be deemed to have been
                                    terminated for Cause unless and until there
                                    shall have been delivered to the Executive a
                                    copy of a resolution, duly adopted by the
                                    affirmative vote of not less than three-
                                    quarters (3/4) of the entire membership of
                                    the Board of Directors of the Company at a
                                    meeting of the Board duly called and held
                                    (after reasonable notice to the Executive
                                    and an opportunity for the Executive,
                                    together with his counsel, to be heard
                                    before the Board) finding that in the good
                                    faith opinion of the Board the Executive was
                                    guilty of the conduct set forth above and
                                    specifying the particulars thereof in
                                    detail.

                           (c)               A "CHANGE IN CONTROL" shall be
                                    conclusively deemed to have occurred if (and
                                    only if) any of the following shall have
                                    taken place: (i) a change in control is
                                    reported by the Company in response to
                                    either Item 6(e) of Schedule 14A of
                                    Regulation 14A promulgated under the
                                    Securities Exchange Act of 1934, as amended
                                    ("EXCHANGE ACT"), or Item 1 of Form 8-K
                                    promulgated under the Exchange Act; (ii) any
                                    person (as such term is used in Section
                                    13(d) and 14(d)(2) of the Exchange Act) is
                                    or becomes the beneficial owner (as defined
                                    in Rule 13d-3 under the Exchange Act)
                                    directly or indirectly, of securities of the
                                    Company representing forty percent (40%) or
                                    more of the combined voting power of the
                                    Company's then outstanding securities; or
                                    (iii) following the election or removal of
                                    directors, a majority of the Board consists
                                    of individuals who were not members of the
                                    Board two (2) years before such election or
                                    removal, unless the election of each
                                    director who was not a director at the
                                    beginning of such two-year period has been
                                    approved in advance by directors
                                    representing at least a majority of the
                                    directors then in office who were directors
                                    at the beginning of the two-year period.

                           (d)               The "CODE" shall refer to the
                                    Internal Revenue of 1986, as amended.

                           (e)               A "DISCHARGE EVENT" shall have
                                    occurred if the Executive shall have
                                    received a copy of a resolution duly adopted
                                    by the affirmative vote of a majority of the
                                    members of the Compensation Committee of the
                                    Board of Directors of the Company finding
                                    that, upon the recommendation of and for the
                                    reasons cited by the Chairman of the
                                    Company, the Executive is no longer
                                    discharging his duties in a manner
                                    consistent with the effective administration
                                    of the affairs of the Company



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                                    and hence the continued employment of the
                                    Executive is no longer in the best interest
                                    of the Company.

                           (f)               An "INITIAL CHANGE IN CONTROL
                                    EVENT" shall be conclusively deemed to have
                                    occurred when any individual, group,
                                    partnership, corporation, trust or other
                                    entity ("PERSON") initiates a course of
                                    action or conduct that, in the good faith
                                    judgment of the Board of Directors of the
                                    Company, might reasonably be expected to
                                    lead to a Change in Control of the Company.
                                    For example and without limiting the scope
                                    of the foregoing, an Initial Change in
                                    Control Event would include the public
                                    announcement or other disclosure by a Person
                                    of its intention (i) to acquire by private
                                    or open market purchase, tender offer,
                                    exchange offer, or otherwise forty percent
                                    (40%) or more of the combined voting power
                                    of the Company's outstanding securities, or
                                    (ii) to solicit proxies or consents for the
                                    removal of at least three (3) incumbent
                                    directors or the election of at least three
                                    (3) persons to serve as directors of the
                                    Company in opposition to nominees proposed
                                    by the Board of Directors of the Company.

                           (g)               A "MATERIAL BREACH" by the Company
                                    of this Agreement shall include, without
                                    limitation, the removal of the Executive
                                    without his prior written consent from the
                                    position of Chief Executive Officer and/or a
                                    Director (except in the event of termination
                                    for Cause or a Discharge Event).

         8.       Exercise of Options.

                  a.       In the event, prior to a Change in Control:

                           (a)               Executive's employment is
                                    terminated by the Company for any reason
                                    other than for Cause, Executive's stock
                                    options which are vested as of such time
                                    shall remain exercisable for a period of no
                                    less than two (2) years, as determined by
                                    the Company's Board of Directors or
                                    committee established by the Board of
                                    Directors to administer the Stock Option
                                    Plan, subject to the terms and conditions of
                                    the Stock Option Plan including, without
                                    limitation, provisions regarding the maximum
                                    period during which incentive stock options
                                    may be exercised;

                           (b)               Executive's employment is
                                    terminated by the Company for Cause,
                                    Executive's stock options shall terminate in
                                    accordance with the Stock Option Plan;



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                           (c)               Executive's employment is
                                    terminated pursuant to Executive's death or
                                    permanent disability, Executive's vested
                                    stock options shall remain exercisable until
                                    the earlier of the expiration of the option
                                    term specified in the applicable options
                                    agreement(s), or a period of no less than
                                    two (2) years from the Date of Termination,
                                    as determined by the Company's Board of
                                    Directors or committee established by the
                                    Board of Directors to administer the Stock
                                    Option Plan, subject to the terms and
                                    conditions of the Stock Option Plan
                                    regarding the maximum period during which
                                    incentive stock options may be exercised; or

                           (d)               Executive's employment is
                                    terminated pursuant to Executive's
                                    resignation, Executive's vested stock
                                    options shall remain exercisable for ninety
                                    (90) days after the Date of Termination,
                                    unless a longer period is established by the
                                    Company's Board of Directors or committee
                                    established by the Board of Directors to
                                    administer the Stock Option Plan, subject in
                                    all events to the terms and conditions of
                                    the Stock Option Plan including, without
                                    limitation, provisions regarding the maximum
                                    period during which incentive stock options
                                    may be exercised.

         b.       Contemporaneously with the occurrence of a Change in Control
                  of the Company, all outstanding options previously granted to
                  the Executive under any then existing Company stock option,
                  stock appreciation or other employee incentive plan that are
                  not otherwise exercisable by the Executive at the time the
                  Change in Control of the Company occurs will immediately vest
                  and become exercisable. In the event, after a Change in
                  Control:

                           (a)               Executive's employment is
                                    terminated by the Company for any reason
                                    other than for Cause, Executive's vested
                                    stock options shall remain exercisable until
                                    the earlier of the expiration of the option
                                    term specified in the applicable option
                                    agreement(s), or five (5) years from the
                                    Date of Termination, subject to the terms
                                    and conditions of the Stock Option Plan
                                    regarding the maximum period during which
                                    incentive stock options may be exercised;

                           (b)               Executive's employment is
                                    terminated by the Company for Cause,
                                    Executive's stock options shall terminate in
                                    accordance with the Stock Option Plan;

                           (c)                Executive's employment is
                                    terminated pursuant to Executive's death or
                                    permanent disability, Executive's vested
                                    stock options shall remain



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                                    exercisable until the earlier of the
                                    expiration of the option term specified in
                                    the applicable option agreement(s), or a
                                    period of no less than two (2) years from
                                    the Date of Termination, as determined by
                                    the Company's Board of Directors or
                                    committee established by the Board of
                                    Directors to administer the Stock Option
                                    Plan, subject to the terms and conditions of
                                    the Stock Option Plan regarding the maximum
                                    period during which incentive stock options
                                    may be exercised; or

                           (d)               Executive's employment is
                                    terminated pursuant to Executive's
                                    resignation, Executive's vested stock
                                    options shall remain exercisable until the
                                    earlier of the expiration of the option term
                                    specified in the applicable option
                                    agreement(s), or five (5) years from the
                                    Date of Termination, subject in all events
                                    to the terms and conditions of the Stock
                                    Option Plan regarding the maximum period
                                    during which incentive stock options may be
                                    exercised.

         c.                For purposes of Section 8.1 and 8.2, the "maximum
                  period during which incentive stock options may be exercised"
                  shall be determined without regard to any requirement in the
                  Plan that incentive stock options be exercised within a
                  certain time after termination of Executive's employment.
                  Accordingly, in the event Executive ceases to be employed by
                  the Company, any incentive stock option issued to Executive
                  that is not exercised within the time period specified in
                  Section 7.8, 7.9 or 7.10 of the Stock Option Plan, as
                  applicable, may continue to be exercisable as a non-qualified
                  stock option for the term specified in Section 8.1(a) or (c)
                  or Section 8.2(a), (c) or (d) hereof, as applicable.

9.       Tax Reimbursement Payment.

         a.                Notwithstanding anything to the contrary contained in
                  this Agreement, in any plan of the Company, or in any other
                  agreement or understanding, the Company will pay to the
                  Executive, at the times herein specified, an amount (the
                  "ADDITIONAL AMOUNT") equal to the excise tax under Section
                  4999 of the Internal Revenue Code of 1986, as amended (the
                  "CODE"), if any, incurred or to be incurred by the Executive
                  by reason of the payments under this Agreement, acceleration
                  of vesting of stock options, stock appreciation rights or
                  restricted stock granted under the Company's various stock
                  option, stock appreciation or other employee incentive plans,
                  or payments under any other plan, agreement or understanding
                  between the Executive and the Company, constituting Excess
                  Parachute Payments (as defined below), plus all excise taxes
                  and federal, state and local income taxes incurred or to be
                  incurred by the Executive with respect to receipt of the
                  Additional Amount. For purposes of this Agreement, the term
                  "EXCESS PARACHUTE PAYMENT" shall mean any payment or any
                  portion thereof which would be an "excess parachute payment"
                  within the meaning of Section 280G(b) of the Code, and which
                  would result in the imposition of an excise tax on the
                  Executive under



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                  Section 4999 of the Code. Attached hereto as Exhibit A is an
                  example illustrating the computation of the Additional Amount.

         b.                All determinations required to be made regarding the
                  Additional Amount, including whether payment of any Additional
                  Amount is required and the amount of any Additional Amount,
                  shall be made by the independent accounting firm which is
                  advising the Company (the "ACCOUNTING FIRM"), which shall
                  provide detailed support calculations to the Company and the
                  Executive on or before the last day of the calendar year
                  during which occurs the Change of Control (the "CHANGE OF
                  CONTROL YEAR"). In computing taxes, the Accounting Firm shall
                  use the highest marginal federal, state and local income tax
                  rates applicable to single taxpayers for the year in which the
                  Additional Amount is to be paid (unless, within thirty (30)
                  days after the occurrence of the Change in Control the
                  Executive specifies in writing to the Company his marginal tax
                  rate) and shall assume the full deductibility of state and
                  local income taxes for purposes of computing federal income
                  tax liability. The portion of the Additional Amount based on
                  the excise tax as determined by the Accounting Firm to be due
                  for the Change of Control Year shall be paid to the Executive
                  no later than March 1 immediately following the end of the
                  Change of Control Year. The portion of the Additional Amount
                  based on the excise tax as determined by the Accounting firm
                  to be due for each calendar year following the Change of
                  Control Year shall be paid to the Executive on or before March
                  1 immediately following the end of each such calendar year. If
                  the Company determines that the excise tax for any year will
                  be different from the amount originally calculated in the
                  report of the Accounting Firm delivered at the end of the
                  Change of Control Year, then the Company shall provide to the
                  Executive detailed support calculations by the Accounting Firm
                  specifying the basis for the change in the Additional Amount.

10.               Indemnification. In addition to such indemnification by the
         Company afforded Executive pursuant to a separate Indemnification
         Agreement executed on or about the date hereof, the terms of which are
         hereby incorporated by reference, Executive shall be indemnified as
         follows:

         a.                Litigation Costs. If the Executive shall have to
                  institute litigation brought in good faith to enforce any of
                  his rights under the Agreement, the Company shall indemnify
                  the Executive for his reasonable attorney's fees and
                  disbursements incurred in any such litigation.

         b.                Excise Tax. In the event that an excise tax is ever
                  assessed by the Internal Revenue Service against the Executive
                  (or if the Company and the Executive mutually agree that an
                  excise tax is payable) by reason of the payment under this
                  Agreement, acceleration of vesting of stock options, stock
                  appreciation rights or restricted stock granted under the
                  Company's stock option, stock appreciation or other employee
                  incentive plans, or payments under any other plan, agreement
                  or understanding between the Executive and the Company,
                  constituting Excess Parachute Payments, and if such excise tax
                  was not included in the determination by the Accounting Firm
                  of the Additional Amount that has been actually paid to the
                  Executive,



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                  the Company agrees to indemnify the Executive by paying to the
                  Executive the amount of such excise tax, together with any
                  interest and penalties, including reasonable legal and
                  accounting fees and other out-of-pocket expenses incurred by
                  the Executive, attributable to the failure to pay such excise
                  tax by the date it was originally due, plus all federal, state
                  and local income taxes incurred with respect to payment of the
                  excise tax calculated in a manner analogous to Exhibit A. Upon
                  Executive's receipt from the Internal Revenue Service ("IRS")
                  of any deficiency notice, notice of assessment or any other
                  written communication relating to the excise tax on Excess
                  Parachute Payment, Executive shall give notice thereof to the
                  Company within ten (10) business days of receipt thereof. In
                  the event of any dispute concerning the potential excise tax
                  (including any administrative proceedings within the IRS of
                  court proceedings), the Company, as the indemnifying party,
                  shall be entitled to assume the defense of such a dispute or
                  proceeding, no Compromise or settlement of such claim may be
                  effected without the Company's and Executive's mutual consent
                  (which consents shall not be unreasonably withheld) and the
                  Company shall have no liability with respect to any compromise
                  or settlement of such claims effected without its consent. In
                  addition, in the event the Company assumes defense of any
                  proceeding, the Executive shall not be entitled to
                  indemnification for outside legal fees and expenses
                  independently incurred by Executive. This indemnification
                  obligation shall survive the termination of the Agreement and
                  shall apply to all such excise taxes on Excess Parachute
                  Payments, whether due before or after termination of
                  employment.

         c.                Repayment of Excess Payment. If the excise tax for
                  any year which is actually imposed on the Executive is finally
                  determined to be less than the amount taken into account in
                  the calculation of the Additional Amount that was paid to the
                  Executive pursuant to Paragraph 9, then the Executive shall
                  repay to the Company, at the time that the amount of such
                  reduction in excise tax is finally determined, the portion of
                  the Additional Amount attributable to such reduction
                  (including the portion of the Additional Amount attributable
                  to the excise tax and federal and state income taxes imposed
                  on the Additional Amount being repaid by the Executive, to the
                  extent that such repayment results in a reduction in such
                  excise tax, federal or state income tax), plus interest on the
                  amount of such repayment at the rate provided in Section
                  1274(b)(2)(B) of the Code.

11.               Preservation of Business; Fiduciary Responsibility. The
         Executive shall use his best efforts to preserve the business and
         organization of the Company, to keep available to the Company the
         services of present employees and to preserve the business relations of
         the Company with suppliers, distributors, customers and others. The
         Executive shall not commit any act, or in any way assist others to
         commit any act, which would injure the Company. So long as the
         Executive is employed by the Company, the Executive shall observe and
         fulfill proper standards of fiduciary responsibility attendant upon his
         service and office.



                                       11
<PAGE>   12

12.      Restrictive Covenants.

         a.                Non-Compete. During the term of this Agreement
                  (including any renewal periods as provided in Paragraph 5) and
                  for a period of twenty-four (24) months following the
                  termination of Executive's employment with the Company under
                  this Agreement, whether Executive's employment terminates
                  pursuant to the provisions of Paragraph 6 of this Agreement or
                  otherwise (collectively, the "RESTRICTED PERIOD"), Executive
                  covenants and agrees that he will not, without the express
                  approval of the Board of Directors, directly or indirectly
                  anywhere in the continental United States engage in any
                  activity which is, or participate or invest in, or provide or
                  facilitate the provision of financing to, or assist (whether
                  as owner, shareholder, member, partner, director, officer,
                  trustee, employee, agent or consultant, or in any other
                  capacity), any business, organization or person other than the
                  Company (or any subsidiary or affiliate of the Company) whose
                  business, activities, products or services (collectively,
                  "BUSINESS ACTIVITIES") are competitive with either (i) any of
                  the Business Activities conducted or offered by the Company or
                  its subsidiaries or affiliates during any period in which
                  Executive is employed by the Company or any of its
                  subsidiaries or affiliates, which Business Activities shall
                  include in any event and without limitation providing software
                  products and marketing, training, management, billing,
                  collection and insurance brokerage services to entities in the
                  business of purchasing or financing accounts receivable or in
                  the factoring business, or (ii) any other Business Activities
                  which the Company or its subsidiaries or affiliates conducts
                  or offers on, or is actively planning and actually conducts or
                  offers within twelve (12) months after the date Executive's
                  employment with the Company terminates. Notwithstanding the
                  foregoing, Executive may own, directly or indirectly, solely
                  as an investment, securities of any entity if Executive (a) is
                  not a controlling person with respect to such entity and (b)
                  does not, directly or indirectly, own five percent (5%) or
                  more of any class of the securities of such entity.

         b.                Trade Secrets; Confidential Information. Executive
                  covenants and agrees that, at all times during and after the
                  Restricted Period, he shall keep secret and not disclose to
                  others or appropriate to his own use or the use of others any
                  trade secrets, or secret or confidential information or
                  knowledge pertaining to the Company Business or the affairs of
                  the Company or any of its affiliates including without
                  limitation trade know-how, trade secrets, consultant
                  contracts, customer lists, pricing policies, operational
                  methods, marketing plans or strategies, product development
                  techniques or plans, business acquisition plans, new personnel
                  acquisition plans, technical processes, designs and design
                  projects, inventions and research projects; provided, however,
                  that the following shall not constitute a breach or violation
                  of this Paragraph: any disclosure made by the Executive in the
                  course of his employment by the Company as provided in this
                  Agreement, or any disclosure reasonably believed by Executive
                  to be compelled by law or legal process. Information shall not
                  be deemed confidential or secret for purposes of this
                  Agreement if it is generally known in the industry.



                                       12
<PAGE>   13

         c.                Employees of the Company. During the Restricted
                  Period, Executive shall not directly or indirectly hire away
                  or solicit to hire away from the Company or any of its
                  affiliates any employee of the Company or its affiliates.

         d.                Property of the Company. All memoranda, notes, lists,
                  records and other documents (and all copies thereof) made or
                  compiled by Executive or made available to Executive during
                  his employment by the Company concerning the business or
                  affairs of the Company or any of its affiliates, other than
                  any of such which may also pertain personally to Executive,
                  shall be the exclusive property of the Company and shall be
                  delivered to the Company promptly upon the termination of
                  Executive's employment with the Company or at any other time
                  on request by the Board of Directors of the Company or such
                  affiliates.

         e.                Rights and Remedies Upon Breach. If Executive
                  breaches, or threatens to commit a breach of, any of the
                  provisions of Paragraphs 12.1 through 12.4 of this Agreement
                  (collectively, the "RESTRICTIVE COVENANTS"), the Company shall
                  have the following rights and remedies, each of which shall be
                  independent of the other and severally enforceable, and all of
                  which shall be in addition to, and not in lieu of, any other
                  rights and remedies available to the Company: (a) the right
                  and remedy to have any of the Restrictive Covenants
                  specifically enforced by any court having jurisdiction and in
                  Tennessee by an arbitration panel as provided in Paragraph 15
                  of this Agreement, it being hereby acknowledged and agreed by
                  Executive that any such breach or threatened breach will cause
                  irreparable injury to the Company and that money damages will
                  not provide an adequate remedy to the Company; and (b) the
                  right and remedy to require Executive to account for and pay
                  over to the Company all compensation, profits, monies,
                  accruals, increments or other benefits derived or received by
                  Executive as a result of any transactions constituting a
                  breach of any of the Restrictive Covenants, and Executive
                  shall account for and pay over such benefits to the Company.

         f.                Severability of Covenants. If it is determined that
                  any of the Restrictive Covenants, or any part thereof, is
                  invalid or unenforceable, the remainder of the Restrictive
                  Covenants shall not thereby be affected and shall be given
                  full effect, without regard to the invalid portions. If it is
                  determined that any of the Restrictive Covenants, or any part
                  thereof, is unenforceable because of the duration of such
                  provision, the geographical area covered thereby, or any other
                  determination of unreasonableness of the provision, the
                  arbitration panel making such determination shall have the
                  power to reduce the duration, area or scope of such provision
                  and, in its reduced form, such provision shall then be
                  enforceable and shall be enforced.

13.               Notice. All notices, requests, demands and other
         communications given under or by reason of this Agreement shall be in
         writing and shall be deemed given when delivered in person or when
         mailed, by certified mail (return receipt requested), postage prepaid,
         addressed as follows (or to such other address as a party may specify
         by notice pursuant to this provision):



                                       13
<PAGE>   14

                  (a)      To the Company:

                           Private Business, Inc.
                           9010 Overlook Boulevard
                           Brentwood, Tennessee 37027
                           Attention:  Chairman

                  (b)      Kevin M. McNamara
                           6313 Wescates Court
                           Brentwood, Tennessee 37027

14.               Controlling Law and Performability. The execution, validity,
         interpretation and performance of this Agreement shall be governed by
         the law of the State of Tennessee.

15.               Arbitration. Any dispute or controversy arising under or in
         connection with this Agreement shall be settled by arbitration in
         Nashville, Tennessee. In the proceeding the Executive shall select one
         (1) arbitrator, the Company shall select one (1) arbitrator and the two
         (2) arbitrators so selected shall select a third (3rd) arbitrator. The
         decision of a majority of the arbitrators shall be binding on the
         Executive and the Company. Should one party fail to select an
         arbitrator within five (5) days after notice of the appointment of the
         an arbitrator by the other party or should the two (2) arbitrators
         selected by the Executive and the Company fail to select an arbitrator
         within ten (10) days after the date of the appointment of the last of
         such two (2) arbitrators, any person sitting as a Judge of the United
         States District Court for the Middle District of Tennessee, Nashville
         Division, upon application of the Executive or the Company, shall
         appoint an arbitrator to fill such space with the same force and effect
         as though such arbitrator had been appointed in accordance with the
         first sentence of this Paragraph 15. Any arbitration proceeding
         pursuant to this Paragraph 15 shall be conducted in accordance with the
         rules of the American Arbitration Association. Judgment may be entered
         on the arbitrators' award in any court having jurisdiction.

16.               Expenses. The Company will pay or reimburse the Executive for
         all costs and expenses (including arbitration and court costs and
         attorneys' fees) incurred by the Executive as a result of any claim,
         action or proceeding arising out of, or challenging the validity,
         advisability or enforceability of this Agreement or any provision
         thereof.

17.               No Obligation to Mitigate. The Executive shall not be required
         to mitigate the amount of any payment provided for in Paragraph 7 by
         seeking other employment or otherwise, nor shall the amount of any
         payment provided for in Paragraph 7 be reduced by any compensation
         earned by the Executive as a result of employment by another employer
         or otherwise.

18.               Additional Instruments. The Parties shall execute and deliver
         any and all additional instruments and agreements that may be necessary
         or proper to carry out the purposes of this Agreement.



                                       14
<PAGE>   15

19.               Entire Agreement and Amendments. This Agreement contains the
         entire agreement of the Parties relating to the matters contained
         herein and supersedes all prior agreements and understandings, oral or
         written, between the Parties with respect to the subject matter hereof.
         This Agreement may be changed only by an agreement in writing signed by
         the Party against whom enforcement of any waiver, change, modification,
         extension or discharge is sought.

20.               Separability. If any provision of the Agreement is rendered or
         declared illegal or unenforceable by reason of any existing or
         subsequently enacted legislation or by the decision of any arbitrator
         or by decree of a court of last resort, the Parties shall promptly meet
         and negotiate substitute provisions for those rendered or declared
         illegal or unenforceable to preserve the original intent of this
         Agreement to the extent legally possible, but all other provisions of
         this Agreement shall remain in full force and effect.

21.               Assignments. The Company may assign (whether by operation of
         law or otherwise) this Agreement only with the written consent of the
         Executive, which consent shall not be withheld unreasonably, and in the
         event of an assignment of this Agreement, all covenants, conditions and
         provisions hereunder shall inure to the benefit of and be enforceable
         against the Company's successors and assigns. The rights and
         obligations of Executive under this Agreement are personal to him, and
         no such rights, benefits or obligations shall be subject to voluntary
         or involuntary alienation, assignment or transfer.

22.               Effect of Agreement. Subject to the provisions of Paragraph 21
         with respect to assignments, this Agreement shall be binding upon the
         Executive and his heirs, executors, administrators, legal
         representatives and assigns and upon the Company and respective
         successors and assigns.

23.               Execution. This Agreement may be executed in multiple
         counterparts each of which shall be deemed an original and all of which
         shall constitute one and the same instrument.

24.               Waiver of Breach. The waiver by either Party of a breach of
         any provision of the Agreement by the other Party shall not operate or
         be construed as a waiver by such Party of any subsequent breach by such
         other Party.



                                       15
<PAGE>   16

         IN WITNESS WHEREOF, the Parties have executed this Agreement March 30,
2000.

                             PRIVATE BUSINESS, INC.


                             By: /s/ William B. King. Chairman
                             ------------------------------------------------
                                      William B. King, Chairman


                             EXECUTIVE


                             /s/ Kevin M. McNamara
                             ------------------------------------------------
                                 KEVIN M. MCNAMARA



                                       16
<PAGE>   17

                                    EXHIBIT A



                                                                                                        
1.       Excess Parachute Payment Subject to Excise Tax                                                       $ 50,000
2.       Excise Tax on Item 1 @ 20%                                                                           $ 10,000
3.       Total Additional Amount Under Agreement*                                                             $ 24,752
4.        Verification of Total Additional Amount
         1)       Excise Tax on additional $24,752 @ 20%                                                      $  4,950
         2)       Federal Income tax on $24,752
                  a)       Additional Income                                                 $24,752
                  b)       State Income Tax Deduction                                              0
                                                                                             -------
                  c)       Net Additional Federal Taxable Income                              24,752
                  d)       Federal Income Tax @ 39.6%                                                         $  9,802
         4)       Total Taxes on Additional Amount                                                            $ 14,752
         5)       Net Amount Available to Key Employee to Pay                                                 $ 10,000
                  Excise Tax in #2


----------

*The formula used to compute the Additional Amount is to divide the Excise Tax
amount on the excess parachute payment by a percentage equal to 100% less the
sum of the Excise Tax percentage plus the state income tax percentage plus the
federal tax percentage less a percentage determined by multiplying the federal
tax percentage times the state tax percentage. Thus in the example above, the
following percentages should be subtracted from 100%:


                                                                 
         1)       Excise Tax Percentage -                              20.00%
         2)       Assumed State Tax Percentage -                        0.00%
         3)       Federal Income Tax Percentage -                      39.60%
                                                                       -----
                  Total                                                59.60%
                  Less 39.6% Times 0%                                   0.00%
                                                                       -----
                                                                       59.60%


The resulting percentage of 100% - 59.60% = 40.40% should be divided into
$10,000 = $24,752.



                                      A-1

Source: OneCLE Business Contracts.