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                                                                    EXHIBIT 10.1

                                                                  EXECUTION COPY

                               SECOND AMENDMENT TO
                      AMENDED AND RESTATED CREDIT AGREEMENT

     This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this
"Amendment") is made and entered into as of this 5th day of April, 2006, by and
among PRIVATE BUSINESS, INC., a Tennessee corporation, as borrower (the
"Borrower"), BANK OF AMERICA, N.A., a national banking association, as a lender
("Bank of America" or "Lender"), FIRST HORIZON BANK, as a lender and THE PEOPLES
BANK, as a lender.

                                   WITNESSETH:

     WHEREAS, the Borrower and the Lender are parties to that certain Amended
and Restated Credit Agreement, dated as of January 23, 2006, as amended by that
certain First Amendment thereto, dated as of February 17, 2006 (as so amended,
the "Credit Agreement"), pursuant to which the Lender extended certain financial
accommodations to the Borrower; and

     WHEREAS, the Borrower has requested that the Lender, and the Lender has
agreed to, subject to the terms hereof, amend certain provisions of the Credit
Agreement as more fully set forth herein; and

     NOW, THEREFORE, in consideration of the premises, the terms and conditions
contained herein, and other good and valuable consideration, the receipt,
adequacy and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

     1. DEFINITIONS. All capitalized terms used herein and not expressly defined
herein shall have the same respective meanings given to such terms in the Credit
Agreement.

     2. AMENDMENTS TO CREDIT AGREEMENT.

          (a) Section 1.1 of the Credit Agreement is hereby amended by deleting
the definition of the following defined terms in their entirety and replacing
them with the following definitions:

               "'Base Rate' means for any day a fluctuating rate per annum equal
to the rate of interest in effect for such day as publicly announced from time
to time by Bank of America as its "prime rate." The "prime rate" is a rate set
by Bank of America based upon various factors, including Bank of America's costs
and desired return, general economic conditions and other factors, and is used
as a reference point for pricing some loans, which may be priced at, above, or
below such announced rate. Any change in such rate announced by Bank of America
shall take effect at the opening of business on the day specified in the public
announcement of such change. The Base Rate or "prime rate" is not necessarily
the lowest rate charged by Bank of America on its loans and is set by Bank of
America in its sole discretion. If the prime rate index becomes unavailable
during the term of this Loan Bank of America may designate a substitute index
after notifying Borrower."

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               "'Change of Control' means (a) an event or series of events by
which Lightyear owns less than 26.5% of the equity securities of Borrower
entitled to vote for members of the board of directors, unless such ownership
reduction is in connection with the issuance of Ownership Interests or use of
proceeds therefrom (to the extent otherwise permitted in this Agreement)
resulting in net cash proceeds to the Borrower (prior to the use of any such net
cash proceeds) of at least Thirty Five Million Dollars ($35,000,000), (b) the
failure of Borrower to own, directly or indirectly, one hundred percent (100%)
of the Ownership Interests of any Subsidiary (other than in connection with a
Disposition permitted under Section 7.5 hereof), or (c) Lynn Boggs ceases to be
employed by Borrower in a capacity comparable to his capacity as of the Closing
Date, and a replacement executive satisfactory to Lender is not named within
sixty (60) days of such change."

               "'Collateral Documents' means all agreements, instruments and
documents now or hereafter executed and delivered in connection with this
Agreement pursuant to which Liens are granted or purported to be granted to Bank
of America in Collateral securing all or part of the Secured Obligations each in
form and substance satisfactory to Bank of America, including, without
limitation, the Borrower Security Agreement, the Subsidiary Security Agreement,
the Borrower Stock Pledge Agreement and the Subsidiary Stock Pledge Agreement."

               "'Lender' means, collectively, Bank of America, First Horizon,
Peoples Bank, and each such Lender's successors and assigns."

               "'Loans' means, collectively, the Revolving Credit Loan, the Term
A Loan, the Term B Loan, the Term C Loan and the Term D Loan, and "Loan" means
any one of the foregoing."

               "'Majority Lenders' shall mean Persons the total of whose (a)
unfunded portion of the Revolving Commitment plus (b) Loans then outstanding
exceeds fifty-one percent (51%) of the sum of (i) the aggregate unfunded amount
of the Revolving Commitment plus (ii) the aggregate amount of the Loans then
outstanding, in each case held by all such Persons entitled to vote hereunder."

               "'Notes' means the Revolving Credit Loan Note, the Term A Loan
Note, the Term B Loan Note, the Term C Loan Note and Term D Loan Note."

               "'Revolving Credit Maturity Date' means with respect to the
Revolving Credit Loan, (a) January 23, 2008, or (b) such earlier date as (i)
payment of the remaining outstanding principal amount of the Revolving Credit
Loan or of all remaining outstanding Obligations shall be due (whether by
acceleration or otherwise) and (ii) the Revolving Commitment shall be
terminated."

               "'Term B Loan' means the term loan made pursuant to Section
2.2(b)."

               "'Term Loans' means, collectively, the Term A Loan, the Term B
Loan, the Term C Loan and the Term D Loan Note."

          (b) Section 1.1 of the Credit Agreement is hereby further amended by
inserting the following new defined terms in appropriate alphabetical order:


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               "'First Amendment' means that certain First Amendment to Amended
and Restated Credit Agreement by and between the Borrower and Bank of America,
N.A., dated as of February 17, 2006."

               "'First Horizon' means First Horizon Bank."

               "'Peoples Bank' means The Peoples Bank."

               "'Second Amendment Date' means April 5, 2006."

               "'Secured Obligations' means, collectively, the Revolving Credit
Loan, the Term A Loan and the Term B Loan (including, without limitation, all
principal, interest and fees and expenses related thereto and/or owing to Bank
of America)."

               "'Term C Loan' means the term loan made pursuant to Section
2.2(c)."

               "'Term C Loan Maturity Date' means, with respect to the Term C
Loan, the earlier of (i) September 30, 2006 or (ii) such earlier date as payment
of the remaining outstanding principal amount of the Term C Loan or all
remaining outstanding Obligations shall be due (whether by acceleration or
otherwise)."

               "'Term C Loan Note' means that certain promissory note in the
aggregate principal amount not to exceed One Million Dollars ($1,000,000) issued
by Borrower to Lender in form and substance satisfactory to the applicable
Lender."

               "'Term D Loan' means the term loan made pursuant to Section
2.2(d)."

               "'Term D Loan Maturity Date' means, with respect to the Term D
Loan, the earlier of (i) September 30, 2006 or (ii) such earlier date as payment
of the remaining outstanding principal amount of the Term D Loan or all
remaining outstanding Obligations shall be due (whether by acceleration or
otherwise)."

               "'Term D Loan Note' means that certain promissory note in the
aggregate principal amount not to exceed Seven Hundred and Fifty Thousand
Dollars ($750,000) issued by Borrower to Lender in form and substance
satisfactory to the applicable Lender."

          (c) Section 1.1 of the Credit Agreement is hereby amended by deleting
the defined term "LIBOR" in part, beginning with the lead-in and through
subsection (a) of such definition, and replacing it with the following:

               "'LIBOR' means for any Interest Period with respect to any LIBOR
     Loan, a rate per annum determined by Bank of America pursuant to the
     following formula:

               LIBOR = London Inter-Bank Offered Rate
                       ------------------------------
                         (1.00 - Reserve Percentage)

               Where,


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               (a) "London Inter-Bank Offered Rate' means the average per annum
     interest rate at which U.S. dollar deposits would be offered for the
     applicable interest period by major banks in the London inter-bank market,
     as shown on the Telerate Page 3750 (or any successor page) at approximately
     11:00 a.m. London time two (2) London Banking Days before the commencement
     of the interest period. If such rate does not appear on the Telerate Page
     3750 (or any successor page), the rate for that interest period will be
     determined by such alternate method as reasonably selected by Bank of
     America. A "London Banking Day" is a day on which Bank of America's London
     Banking Center is open for business and dealing in offshore dollars."

          (d) Section 2.1 of the Credit Agreement is hereby amended by inserting
a new subsection (f) as follows:

               "(f) INCREASE AND REDUCTION OF REVOLVING COMMITMENT. To the
     extent there has been a repayment, in full or in part, of the Term A Loan
     pursuant to Section 2.12(c) hereof, the Revolving Commitment shall increase
     dollar for dollar by the amount of the repayments applied to the Term A
     Loan from such net cash proceeds." Notwithstanding anything herein to the
     contrary, in the event that the Revolving Commitment is increased pursuant
     to Section 2.12 hereof, there will be mandatory reductions of the Revolving
     Commitment as follows: Two Hundred Fifty Thousand Dollars ($250,000) on
     June 30, 2006; Five Hundred Thousand Dollars ($500,000) on September 30,
     2006 and on December 31, 2006; and Seven Hundred Fifty Thousand Dollars
     ($750,000), on the last day of each March, June, September, and December
     thereafter, as applicable, and ending on the Revolving Credit Maturity
     Date, on which date Borrower will repay the Outstanding Amount on the
     Revolving Credit Loan."

          (e) Section 2.2 of the Credit Agreement is hereby amended by inserting
a new subsection (c) as follows:

               "(c) Term C Loan.

                    (i) Loan Amount. First Horizon agrees to provide a Term C
     Loan in the amount of One Million Dollars ($1,000,000). The Term C Loan is
     available in one disbursement from First Horizon on the Second Amendment
     Date so long as the proceeds of the Term C Loan are used for lawful
     corporate purposes in the ordinary course of the Borrower's business.

                    (ii) Repayment Terms. Borrower will pay interest on the Term
     C Loan beginning on June 30, 2006 and then on the last day of each
     following fiscal quarter, ending on the Term C Loan Maturity Date.

                    (iii) Borrower will repay principal on the Term C Loan in
     installments as follows: Five Hundred Thousand Dollars ($500,000) on July
     24, 2006, and the remaining Outstanding Amount of the Term C Loan,
     including all accrued and unpaid interest, on the Term C Loan Maturity
     Date.


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                    (iv) Prepayment Term. Borrower may prepay the Term C Loan in
     full or in part at any time.

                    (v) Interest Rate. The interest rate applicable to the Term
     C Loan will be the rate per annum equal to, as elected by Borrower in
     accordance with Section 2.4 hereof, (i) LIBOR plus three percent (3.00%) or
     (ii) Lender's Base Rate."

          (f) Section 2.2 of the Credit Agreement is hereby amended by inserting
a new subsection (d) as follows:

               "(d) Term D Loan.

                    (i) Loan Amount. Peoples Bank agrees to provide a Term D
     Loan in the amount of Seven Hundred Fifty Thousand Dollars ($750,000). The
     Term D Loan is available in one disbursement from Peoples Bank on the
     Second Amendment Date so long as the proceeds of the Term D Loan are used
     for lawful corporate purposes in the ordinary course of the Borrower's
     business.

                    (ii) Repayment Terms. Borrower will pay interest on the Term
     D Loan beginning on June 30, 2006 and then on the last day of each
     following fiscal quarter and ending on the Term D Loan Maturity Date.

                    (iii) Borrower will repay the Term D Loan in full, including
     all accrued and unpaid interest, on the Term D Loan Maturity Date.

                    (iv) Prepayment Term. Borrower may prepay the Term D Loan in
     full or in part at any time.

                    (v) Interest Rate. The interest rate applicable to the Term
     D Loan will be the rate per annum equal to, as elected by Borrower in
     accordance with Section 2.4 hereof, (i) LIBOR plus three percent (3.00%) or
     (ii) Lender's Base Rate."

          (g) Section 2.4 of the Credit Agreement is hereby amended by deleting
each reference to the defined term "Lender" and replacing it with "Bank of
America."

          (h) Section 2.5 of the Credit Agreement is hereby amended by deleting
such section in its entirety and replacing it with the following:

               "Prepayments. Borrower may, upon notice to the applicable Lender
     at any time or from time to time voluntarily prepay Loans in whole or in
     part without premium or penalty; provided that (i) such notice must be
     received by Bank of America not later than 11:00 a.m., Atlanta time, (A)
     three (3) Business Days prior to any date of prepayment of LIBOR Loans, and
     (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of
     LIBOR Loans shall be in a principal amount of Five Hundred Thousand Dollars
     ($500,000) or a whole multiple of One Hundred Thousand Dollars ($100,000)
     in excess thereof; and (iii)


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     any prepayment of Base Rate Loans shall be in a principal amount of One
     Hundred Thousand Dollars ($100,000) or a whole multiple of One Hundred
     Thousand Dollars ($100,000) in excess thereof, or, in each case, if less,
     the entire principal amount thereof then outstanding. Each such notice
     shall specify the date and amount of such prepayment and the Type(s) of
     Loans to be prepaid and whether such prepayment is to be applied to the
     Revolving Credit Loan or the Term Loans. If Borrower specifies the Term
     Loans, prepayments shall be applied first, to the Term B Loan, until the
     same has been repaid in full; and second, pro rata to the remaining Term
     Loans, until the same have been repaid in full. If such notice is given by
     Borrower, Borrower shall make such prepayment and the payment amount
     specified in such notice shall be due and payable on the date specified
     therein. If no notice is given, prepayments shall be applied first, to the
     Revolving Credit Loan; second, to the Term B Loan; and third, pro rata to
     the remaining Term Loans. Any prepayment of a LIBOR Loan shall be
     accompanied by all accrued interest thereon, together with any additional
     amounts required pursuant to Section 3.4."

          (i) Section 2.10 of the Credit Agreement is hereby amended by deleting
such section in its entirety and replacing it with the following:

               "Section 2.10 Payments Generally.

               (a) (i) All payments to be made by Borrower shall be made without
     condition or deduction for any counterclaim, defense, recoupment or setoff.
     Except as otherwise expressly provided herein, all payments by Borrower
     hereunder shall be made to Bank of America, at Lender's Office, for the
     account of the applicable Lender, in Dollars and in immediately available
     funds not later than 5:00 p.m., Atlanta time, on the date specified herein.
     All payments received by Bank of America after 5:00 p.m., Atlanta time
     shall be deemed received on the next succeeding Business Day and any
     applicable interest or fee shall continue to accrue.

                    (ii) On each date when the payment of any principal,
     interest or fees are due hereunder or under any Note, Borrower agrees to
     maintain on deposit in an ordinary checking account maintained by Borrower
     with Bank of America (as such account shall be designated by Borrower in a
     written notice to Bank of America from time to time, the "Borrower
     Account") an amount sufficient to pay such principal, interest or fees in
     full on such date. Borrower hereby authorizes Bank of America (A) to deduct
     automatically all principal, interest or fees when due hereunder or under
     any Note from Borrower Account, and (B) if and to the extent any payment of
     principal, interest or fees under this Agreement or any Note is not made
     when due to deduct any such amount from any or all of the accounts of
     Borrower maintained at Bank of America. Bank of America agrees to provide
     written notice to Borrower of any automatic deduction made pursuant to this
     Section 2.10(a)(ii) showing in reasonable detail the amounts of such
     deduction.


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               (b) If any payment to be made by Borrower shall come due on a day
     other than a Business Day, payment shall be made on the next following
     Business Day, and such extension of time shall be reflected in computing
     interest or fees, as the case may be.

               (c) Receipt by Bank of America of any payment intended for any
     other Lender hereunder on or prior to 5:00 p.m., Atlanta time on any
     Business Day shall be deemed to constitute receipt by the Lender on such
     Business Day. In the case of a payment for the account of the Lender, Bank
     of America will promptly thereafter distribute the amount so received in
     like funds to the Lender. If Bank of America shall not have received any
     payment from the Borrower as and when due, Bank of America will promptly
     notify the Lender accordingly. In the event that Bank of America shall fail
     to make distribution to the Lender as required under this Section 2.10,
     Bank of America agrees to pay Lender interest from the date such payment
     was due until paid at the Federal Funds Rate.

               (d) Prior to the declaration of an Event of Default under Section
     8.2 hereof, if some but less than all amounts due from the Borrower are
     received by Bank of America with respect to the Obligations, Bank of
     America shall distribute such amounts in the following order of priority,
     all on a pro rata basis to the Lender: (i) to the payment on a pro rata
     basis of any fees or expenses then due and payable to Bank of America or
     the Lender, or any of them; (ii) to the payment of interest then due and
     payable on the Loans ratably in proportion to the interest accrued as to
     each Loan, as applicable; (iii) to the payment of all other amounts not
     otherwise referred to in this Section 2.10(d) then due and payable to the
     Lender hereunder or under the Notes or any other Loan Document (other than
     a Swap Contract); (iv) to the payment of principal then due and payable on
     the Loans; allocated pro rata between the Term Loans, all Revolving Credit
     Loans and to Cash Collateralize the then Outstanding Amount of all L/C
     Obligations in the manner set forth in Section 2.3 hereof, as applicable,
     except where otherwise set forth to the contrary herein; and (v) to any
     amounts then due and payable to Bank of America any of its Affiliates under
     any Loan Document that is a Swap Contract. The above allocations may be
     altered in the sole discretion of the Majority Lenders and Bank of America
     shall endeavor to deliver notice of such alteration to the Borrower;
     provided, that failure to give such notice shall not affect any alteration
     made under this Section 2.10(d)."

          (j) Section 2.11 of the Credit Agreement is hereby amended by deleting
such section in its entirety and replacing it with the following:

               "Section 2.11 Collateral. Borrower's Obligations to Bank of
     America under this Agreement will be secured by the Collateral which
     Borrower or any of the Subsidiaries now or hereafter owns. The Collateral
     is defined in the Borrower Security Agreement, the Subsidiary Security
     Agreement, the Borrower's Stock Pledge Agreement and the Subsidiary Stock
     Pledge Agreement. All Collateral securing this Agreement shall also secure
     all other present and future obligations of Borrower and each Subsidiary to
     Bank of America, and all


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     Collateral securing any other present or future obligation of Borrower or
     any Subsidiary to Bank of America shall also secure this Agreement.
     Notwithstanding anything herein to the contrary, First Horizon and Peoples
     Bank hereby acknowledge that at no time shall the Collateral or any
     proceeds thereof secure such Lender's security interest in the
     Obligations."

          (k) Section 2.12(c) of the Credit Agreement is hereby amended by
deleting such subsection in its entirety and replacing it with the following:

               "(c) Issuance of Equity Interests. On the first Business Day
     following the receipt by any Loan Party of net cash proceeds from the
     issuance of equity interests of Borrower, the Loans shall be repaid by an
     amount equal to one hundred percent (100%) of such net cash proceeds,
     together with any accrued interest on the portion of the Loans repaid;
     provided, however, that, with respect to the issuance of equity interests,
     no such repayment shall be required (i) after the repayment in full of the
     Term C Loan and the Term D Loan, if Borrower notifies Lender that such net
     cash proceeds shall be used contemporaneously to pay all or a portion of
     the purchase price of an Acquisition permitted pursuant to Section 7.2(a),
     (g) or (h) hereof, (ii) with respect to proceeds from the exercise of
     warrants outstanding as of the date hereof, preferred stock and warrants
     issued to Lightyear pursuant to the terms of the Guarantee Commitment
     Letter between Lightyear and Borrower dated as of the date hereof (or the
     exercise thereof), or options currently outstanding or issued pursuant to
     employee benefit plans or (iii) with respect to equity issued as payment
     for services or property."

          (l) The last sentence of Section 2.12 of the Credit Agreement is
hereby amended by deleting such sentence in its entirety and replacing it with
the following:

               "All repayments under this Section 2.12(a) shall be applied
     first, to the Term B Loan; second, to the Term A Loan; third, to the
     Revolving Credit Loan, which shall result in a concurrent reduction of the
     Revolving Commitment; and fourth, pro rata to the remaining Term Loans
     outstanding, if any. All repayments under this Section 2.12(b) and (c)
     shall be applied first, to the Term B Loan, until the same has been paid in
     full; second, pro rata to the remaining Term Loans, until the same have
     been paid in full; and third, to the Revolving Credit Loan."

          (m) Section 6.18 of the Credit Agreement is hereby amended by deleting
such section in its entirety and replacing it with the following:

               "Section 6.18 Key Man Life Insurance. By no later than April 30,
     2006, Borrower shall obtain (and provide evidence thereof to Lender) key
     man life insurance with respect to Lynn Boggs in an aggregate amount of not
     less than Five Million Dollars ($5,000,000)."


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          (n) Section 7.3(d) of the Credit Agreement is hereby amended by
deleting each reference to the defined term "Obligations" and replacing it with
the defined term "Secured Obligations."

          (o) Section 7.3(e) of the Credit Amendment is hereby amended by
deleting such subsection in its entirety and replacing it with the following:

               "(e) at any time prior to June 30, 2006, capital lease
     obligations assumed in connection with Investments or Acquisitions
     permitted pursuant to Section 7.2 hereof, in an aggregate principal amount
     not to exceed One Million Five Hundred Thousand Dollars ($1,500,000);"

          (p) Section 7.3(i) of the Credit Agreement is hereby amended by
deleting such subsection in its entirety and replacing it with the following:

               "(i) [Reserved]; and"

          (q) Section 7.6 of the Credit Agreement is hereby amended by inserting
a new subsection (d) as follows:

               "(d) in connection with the issuance of Ownership Interests
     resulting in net cash proceeds to the Borrower of at least Thirty Five
     Million Dollars ($35,000,000) and after repayment in full all Loans then
     outstanding, the Borrower may use any remaining net cash proceeds of such
     issuance for the purchase, redemption, retirement, cancellation or
     termination of capital stock or other equity interest or of any option,
     warrant or other right to acquire any such capital stock or other equity
     interest held by Lightyear; provided, however, that the Borrower may not,
     at any time, use proceeds of the Revolving Credit Loan for such purposes."

          (r) Section 8.3 of the Credit Amendment is hereby amended by deleting
such section in its entirety and replacing it with the following:

               "Application of Funds. After the exercise of remedies provided
     for in Section 8.2 (or after the Loans have automatically become
     immediately due and payable and the L/C Obligations have automatically been
     required to be Cash Collateralized as set forth in the proviso to Section
     8.2):

               (a) any amounts received on account of the Obligations from the
     net proceeds of any Collateral shall be applied by Lender in the following
     order:

               First, to payment of that portion of the Obligations constituting
     fees, indemnities, expenses and other amounts (including Attorney Costs and
     amounts payable under Article 3) payable to Bank of America;

               Second, to payment of that portion of the Obligations
     constituting accrued and unpaid interest on the Term A Loan, Term B Loan,
     Revolving Credit Loans and L/C Borrowings;


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               Third, to payment of that portion of the Obligations constituting
     unpaid principal of the Term A Loan, Term B Loan, Revolving Credit Loan and
     L/C Borrowings;

               Fourth, to Lender, to Cash Collateralize that portion of L/C
     Obligations comprised of the aggregate undrawn amount of Letters of Credit;

               Fifth, to payment of all other Obligations on a pro rata basis;
     and

               Sixth, the balance, if any, after all of the Obligations have
     been indefeasibly paid in full, to Borrower or as otherwise required by
     Law; and

               (b) any other amounts received on account of the Obligations
     shall be applied by Lender in the following order:

               First, to payment of that portion of the Obligations constituting
     fees, indemnities, expenses and other amounts (including Attorney Costs and
     amounts payable under Article 3) payable to Lender;

               Second, to payment of that portion of the Obligations
     constituting accrued and unpaid interest on the Loans and L/C Borrowings;

               Third, to payment of that portion of the Obligations constituting
     unpaid principal of the Loans and L/C Borrowings;

               Fourth, to Lender, to Cash Collateralize that portion of L/C
     Obligations comprised of the aggregate undrawn amount of Letters of Credit;
     and

               Fifth, the balance, if any, after all of the Obligations have
     been indefeasibly paid in full, to Borrower or as otherwise required by
     Law.

     Subject to Section 2.3(c), amounts used to Cash Collateralize the aggregate
     undrawn amount of Letters of Credit pursuant to clause "fourth" in Sections
     8.3(a) and (b) above shall be applied to satisfy drawings under such
     Letters of Credit as they occur. If any amount remains on deposit as Cash
     Collateral after all Letters of Credit have either been fully drawn or
     expired, such remaining amount shall be applied to the other Obligations,
     if any, in the order set forth above."

          (s) Section 9.1 of the Credit Amendment is hereby amended by deleting
such section in its entirety and replacing it with the following:

               "Amendments. Neither this Agreement nor any Loan Document nor any
     term hereof or thereof may be amended orally, nor may any provision hereof
     or thereof be waived orally but only by an instrument in writing signed by
     or at the direction of the Majority Lenders and, in the case of an
     amendment, by the Borrower, except that in the event of (a) any increase in
     the amount of a Lender's portion of the Commitment, (b) any delay or
     extension in the terms of any scheduled Commitment reduction or repayment
     of the Loans provided in Section 2.5 or 2.12 hereof, respectively, (c) any
     reduction in any scheduled payment of principal, as provided in Section
     2.2, interest or fees, or of


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     postponement of the payment of any of the foregoing without a corresponding
     payment of such principal, interest or fee amount by the Borrower, (d) any
     release of any material portion of the Collateral for the Loans, except
     under Section 7.5 hereof, (e) any waiver of any Default due to the failure
     by the Borrower to pay any sum due to the Lender hereunder, (f) any release
     of any material Guaranty of all or any portion of the Obligations, except
     in connection with a merger, sale or other disposition otherwise permitted
     hereunder (in which case, such release shall require no further approval by
     the Lender) or (g) any amendment of this Section 9.1, of the definition of
     Majority Lenders, any amendment or waiver or consent may be made only by an
     instrument in writing signed by the Lender and, in the case of an
     amendment, by the Borrower. Any amendment to any provision hereunder
     governing the rights, obligations, or liabilities of the Lender, in its
     capacity as such, may be made only by an instrument in writing signed by
     such affected Lender."

     3. AMENDMENTS TO COLLATERAL DOCUMENTS.

          (a) Each of the Borrower Security Agreement, the Borrower Stock Pledge
Agreement, the Subsidiary Security Agreement, the Subsidiary Stock Pledge
Agreement and the Lightyear Guaranty are hereby amended by deleting each
reference to the defined term "Lender" and replacing it with "Bank of America."

          (b) Each of the Borrower Security Agreement, the Borrower Stock Pledge
Agreement, the Subsidiary Security Agreement, the Subsidiary Guaranty, the
Subsidiary Stock Pledge Agreement and the Lightyear Guaranty are hereby amended
by deleting each reference to the defined term "Obligations" and replacing it
with the defined term "Secured Obligations."

     4. COVENANTS, REPRESENTATIONS AND WARRANTIES.

          (a) The Borrower hereby agrees that it will use commercially
reasonable efforts to obtain a duly executed counterpart of this Agreement from
The Lightyear Fund, L.P. promptly after the date hereof, and delivery of the
same to Bank of America. The Borrower agrees that any failure to comply with the
covenants set forth in this Section 4.1(a) shall constitute an immediate Event
of Default for all purposes under the Credit Agreement at the time of such
failure.

          (b) The Borrower hereby represents and warrants to and in favor of the
Lender as follows:

               (i) each representation and warranty set forth in Article 3 of
     the Credit Agreement, as amended hereby, is hereby restated and affirmed as
     true and correct in all material respects as of the date hereof, except to
     the extent (i) previously fulfilled in accordance with the terms of the
     Credit Agreement, as amended hereby, (ii) the Borrower has provided the
     Lender updates to information provided to the Lender in accordance with the
     terms of such representations and warranties, or (iii) relating
     specifically to the Closing Date or otherwise inapplicable;


                                      -11-

<PAGE>

               (ii) the Borrower has the corporate power and authority (i) to
     enter into this Amendment, and (ii) to do all acts and things as are
     required or contemplated hereunder to be done, observed and performed by
     it;

               (iii) this Amendment has been duly authorized, validly executed
     and delivered by one or more Responsible Officers of the Borrower, and
     constitutes the legal, valid and binding obligations of the Borrower,
     enforceable against the Borrower in accordance with its terms, subject, as
     to enforcement of remedies, to the following qualifications: (i) an order
     of specific performance and an injunction are discretionary remedies and,
     in particular, may not be available where damages are considered an
     adequate remedy at law, and (ii) enforcement may be limited by bankruptcy,
     insolvency, liquidation, reorganization, reconstruction and other similar
     laws affecting enforcement of creditors' rights generally (insofar as any
     such law relates to the bankruptcy, insolvency or similar event of the
     Borrower);

               (iv) the execution and delivery of this Amendment and performance
     by the Borrower under the Credit Agreement, as amended hereby, does not and
     will not require the consent or approval of any regulatory authority or
     governmental authority or agency having jurisdiction over the Borrower
     which has not already been obtained, nor be in contravention of or in
     conflict with the Articles of Incorporation or By-Laws of the Borrower, or
     any provision of any statute, judgment, order, indenture, instrument,
     agreement, or undertaking, to which the Borrower is party or by which the
     Borrower's assets or properties are bound; and

               (v) no Default exists both before and after giving effect to this
     Amendment, and there has been no Material Adverse Effect both before and
     after giving effect to this Amendment.

     5. CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENT. The effectiveness of
this Amendment is subject to Bank of America's receipt of Borrower's and First
Horizon's signature page to this Amendment and the payment of all fees owing to
Bank of America and First Horizon hereunder and in connection herewith.

     6. GUARANTOR ACKNOWLEDGMENT.

          (a) Each of the Guarantors hereby acknowledges that it has reviewed
the terms and provisions of the Credit Agreement and this Amendment. Each of the
Guarantors hereby confirms that the Subsidiary Guaranty or Lightyear Guaranty,
as applicable, to which it is a party or otherwise bound will continue to
guarantee, as the case may be, to the fullest extent possible in accordance with
such Guarantee the payment and performance of all "Guarantied Obligations" under
each of the Guarantees, as the case may be (in each case as such terms are
defined in the applicable Guarantee), including without limitation the payment
and performance of all such "Secured Obligations" under each of the Guarantees,
as the case may be, in respect of the Secured Obligations of the Borrower now or
hereafter existing under or in respect of the Credit Agreement and the Notes
defined therein.


                                      -12-

<PAGE>

          (b) Each of the Guarantors acknowledges and agrees that any of the
Guarantees to which it is a party or otherwise bound shall continue in full
force and effect and that all of its obligations thereunder shall be valid and
enforceable and shall not be impaired or limited by the execution or
effectiveness of this Amendment. Each of the Guarantors represents and warrants
that all representations and warranties contained in the Credit Agreement, this
Amendment and the Guarantee to which it is a party or otherwise bound are true,
correct and complete in all material respects on and as of the date hereof to
the same extent as though made on and as of that date, except to the extent such
representations and warranties specifically relate to an earlier date, in which
case they were true, correct and complete in all material respects on and as of
such earlier date.

          (c) Each of the Guarantors acknowledges and agrees that (i)
notwithstanding the conditions to effectiveness set forth in this Amendment,
such Guarantor is not required by the terms of the Credit Agreement or any other
Loan Document to consent to the amendments of the Credit Agreement effected
pursuant to this Amendment and (ii) nothing in the Credit Agreement, this
Amendment or any other Loan Document shall be deemed to require the consent of
such Guarantor to any future amendments to the Credit Agreement.

     7. EFFECT OF AMENDMENT; NO NOVATION. Except as expressly set forth herein,
the Credit Agreement shall remain in full force and effect and shall constitute
the legal, valid, binding and enforceable obligation of the Borrower to the
Lender, and Borrower hereby restates, ratifies and reaffirms each and every term
and condition set forth in the Credit Agreement, as amended hereby. The terms of
this Amendment are not intended to and do not serve as a novation as to the
Credit Agreement or the Note or the indebtedness evidenced thereby. The parties
hereto expressly do not intend to extinguish any debt or security interest
created pursuant to the Credit Agreement or any document executed in connection
therewith. Instead it is the express intention to affirm the Credit Agreement
and the security created thereby.

     8. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which, when so executed and delivered, shall be deemed to be an original and all
of which counterparts, taken together, shall constitute but one and the same
instrument.

     9. SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon and inure
to the benefit of the successors and permitted assigns of the parties hereto.

     10. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA, WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.


                                      -13-

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have executed this Amendment under
seal as of the day and year first above written.

                                        PRIVATE BUSINESS, INC.,
                                        as Borrower


                                        By: /s/ J. Scott Craighead
                                            ------------------------------------
                                        Name: J. Scott Craighead
                                        Title: CFO


                                        BANK OF AMERICA, N.A.,
                                        as Lender


                                        By: /s/Philip Potter
                                            ------------------------------------
                                        Name: Philip Potter
                                        Title: Vice President


                                        FIRST HORIZON BANK,
                                        as Lender


                                        By: /s/ R. Michael Dunlap
                                            ------------------------------------
                                        Name: R. Michael Dunlap
                                        Title: S.V.P.


                                        THE PEOPLES BANK,
                                        as Lender


                                        By: /s/ William P. Rutledge
                                            ------------------------------------
                                        Name: William P. Rutledge
                                        Title: Banking Officer


                                                             SECOND AMENDMENT TO
                                           AMENDED AND RESTATED CREDIT AGREEMENT
                                                  SIGNATURE PAGE 1 of 3 (9241420

<PAGE>

ACKNOWLEDGED AND CONSENTED
TO BY THE FOLLOWING GUARANTORS:

PRIVATE BUSINESS INSURANCE, LLC


By: /s/ Michael Berman
    ---------------------------------
Name: Michael Berman
Title: General Counsel


FORSEON CORPORATION


By: /s/ Michael Berman
    ---------------------------------
Name: Michael Berman
Title: General Counsel


TOWNE SERVICES, INC.


By: /s/ Michael Berman
    ---------------------------------
Name: Michael Berman
Title: General Counsel


KVI CAPITAL, LLC


By: /s/ Michael Berman
    ---------------------------------
Name: Michael Berman
Title: General Counsel


                                                             SECOND AMENDMENT TO
                                           AMENDED AND RESTATED CREDIT AGREEMENT
                                                  SIGNATURE PAGE 2 of 3 (9241420

<PAGE>

CAPTIVA FINANCIAL SOLUTIONS, LLC


By: /s/ Michael Berman
    ---------------------------------
Name: Michael Berman
Title: General Counsel


                                                             SECOND AMENDMENT TO
                                           AMENDED AND RESTATED CREDIT AGREEMENT
                                                  SIGNATURE PAGE 3 of 3 (9241420