X0202 3 2005-11-01 0 0001069469 PRIVATE BUSINESS INC PBIZ 0001343374 Riley Brian Monroe PO BOX 1603 BRENTWOOD TN 37024-1603 0 1 0 0 EVP of Sales & Marketing Common Stock 11032 D Stock Option (option to purchase) 2.19 2015-02-17 Common Stock 2500 D Covered Shares granted pursuant to this Option shall be exercisable on the Seventh Anniversary of the Grant Date; provided, however, that on each of the first five anniversaries of this Agreement, one -fifth of the Covered Shares (an "Installment") shall vest if (but only if) the Company achieves pre-determined profitability levels, as established by the Company's Board of Directors in its sole discretion. Michael Berman, Attorney-In-Fact for Brian Riley 2005-11-03