ADVISOR AGREEMENT

1. PARTIES. This Advisor Agreement ("AGREEMENT") covers all understandings between THOMAS BLACK (hereinafter "EXECUTIVE") and PRIVATE BUSINESS, INC. (hereinafter "CORPORATION") relating to Executive's resignation as the Corporation's Chief Executive Officer and transition to status as an employed Advisor to the Corporation. Except for continuing obligations under the Employment Agreement (as defined below), and the Stock Option Agreements referenced in Section 5 below, no other expressed, implied, written or oral agreement between Executive and the Corporation relating to Executive's transition from Chief Executive Officer to Advisor will have any effect unless it is in writing and is signed and dated by both parties after the date of this Agreement.

2. TRANSITION DATE. Executive's resignation from the office of Chief Executive Officer of the Corporation was effective on February 1, 2003 (the "TRANSITION DATE"). After that date, except for any earned but unpaid compensation for his services as an employee prior to the Transition Date (including, but not limited to, salary), the only payments, benefits or other things of value that Executive will be entitled to receive directly from the Corporation with respect to his employment by the Corporation are those set forth in this Agreement.

3. EFFECT ON EMPLOYMENT AGREEMENT. Executive and Corporation acknowledge and agree that both parties are subject to a certain Executive Employment Agreement effective February 1, 2001 (the "EMPLOYMENT AGREEMENT") and that such Employment Agreement shall terminate effective February 1, 2003, except that the provisions of the Employment Agreement expressly intended to survive the termination shall survive and shall be enforceable as written.

4. CONTINUING SERVICE AS ADVISOR. Executive agrees to serve as an advisor to the Corporation, devoting such time, skills, and attention as may be reasonably requested by the Corporation's Chief Executive Officer or at the direction or the Corporation's Board of Directors, from the Transition Date to February 1, 2005 (the "ADVISORY SERVICES PERIOD").

5. CONTINUING COMPENSATION. In exchange for Executive's continued services to the Corporation as an Advisor pursuant to Section 4 above, the Corporation agrees to pay to Executive during the Advisory Services Period at the annual rate of Two Hundred Fifty Thousand Dollars ($250,000), less statutory with holdings and deductions payable in accordance with the then current payroll policies of the Corporation.

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