<PAGE>
                                                                  EXHIBIT 10.4.9
                      NINTH AMENDMENT TO CREDIT AGREEMENT

         This NINTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment") is made and
entered into as of April 11, 2003 by and among PRIVATE BUSINESS, INC., a
Tennessee corporation (the "Borrower") and FLEET NATIONAL BANK, as the Initial
Issuing Bank, the Swing Line Bank and as Administrative Agent for the Lenders
under the Credit Agreement dated as of August 7, 1998 (the "Administrative
Agent"), (as amended and modified from time to time, the "Credit Agreement").
All capitalized terms used herein without definition shall have the meanings
assigned to such terms in the Credit Agreement and the related Loan Documents.

         WHEREAS, the Borrower has notified the Administrative Agent that
certain Events of Default have occurred and are continuing;

         WHEREAS, Borrower has requested that the Administrative Agent and the
Required Lenders each waive such Events of Default which were disclosed to the
Lenders prior to the Amendment Closing Date (as defined below) (including,
without limitation, any Event of Default under the financial covenants set forth
in Article 8 of the Credit Agreement with respect to the fiscal periods ended
December 31, 2002 and March 31, 2003) and amend certain provisions of the Credit
Agreement, and the Administrative Agent and the Required Lenders are willing to
do so on the terms and conditions hereinafter set forth;

         WHEREAS, the Borrower has requested the Administrative Agent and the
Required Lenders to further amend the Credit Agreement to incorporate, among
other things, the terms set forth herein. This Amendment shall provide for the
waiver of all existing defaults and/or Events of Default;

         WHEREAS, the Borrower, the Administrative Agent and the Required
Lenders agree to amend the Credit Agreement, subject to the terms and conditions
set forth herein;

         NOW THEREFORE, in consideration of the mutual agreements contained in
the Credit Agreement and herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:

         SECTION 1. Amendments to the Credit Agreement. Subject to the
satisfaction of the conditions precedent set forth in Section 2 hereof, the
Credit Agreement is hereby amended as follows:

         (a) Section 1.1 is hereby amended by inserting in correct alphabetical
order each of the following new definitions:

               "Amendment Closing Date" means April 11, 2003 the date on which
          the conditions precedent set forth in Section 2 shall have been
          satisfied or waived in accordance therewith.

               "Budget" means a budget and Cash Flow Forecast of the Borrower's
          anticipated cash receipts and disbursements for such period as
          required by the Administrative Agent and the Required Lenders from
          time to time, and which shall reflect the anticipated use of




<PAGE>


          the Revolving Credit Advances, if applicable, and which budget and
          Cash Flow Forecast shall be in form and substance acceptable to the
          Agent and the Required Lenders.

               "Capital Event" means (i) any issuance or sale of equity
          securities or junior debt securities or instruments, (ii) any Asset
          Disposition or (iii) any combination of events identified in clauses
          (i) and (ii) above, in any case, on terms and conditions satisfactory
          to the Administrative Agent and the Required Lenders, that shall
          result in a payment in cash to the Lenders not less than $20,000,000.

               "Cash Flow Forecast" shall have the meaning as set forth in
          Section 7.23.

               "Documentation Benchmark" means the execution and delivery by the
          Borrower and a bona fide third party of one or more definitive
          agreements (e.g., a purchase and sale agreement, an executed letter of
          intent or other similar agreement) in respect of a Capital Event.

               "Eligible Receivables" means, subject to the terms and conditions
          of this Agreement and at any date of determination, the portion of
          Borrower's invoiced accounts arising in the ordinary course of the
          Borrower's business to a Person which is not an Affiliate or
          controlled by an Affiliate of Borrower ("Account Obligor") that the
          Administrative Agent determines in its sole discretion is eligible. An
          account shall not be deemed an Eligible Receivable unless such account
          is subject to Administrative Agent's perfected first priority security
          interest and no other lien, encumbrance, or security interest,
          evidenced by an invoice or other documentary evidence satisfactory to
          Agent, payable in U.S. dollars to the Borrower from the Account
          Obligor. Without limiting the generality of the foregoing, without the
          prior written consent of Administrative Agent, no account shall be an
          Eligible Receivable if:

               (i) such account has outstanding amounts due and payable to
          Borrower more than ninety (90) days after the invoice date relating
          thereto;

               (ii) the Account Obligor is the United States of America, or any
          state, or any department, agency, instrumentality or subdivision
          thereof; provided, however, if Borrower executes and delivers to Agent
          assignment documents, with respect to the assignment of government
          claims to the satisfaction of Administrative Agent, Administrative
          Agent will consider such account for eligibility;

               (iii) the Account Obligor is subject to bankruptcy, receivership
          or similar proceedings or is insolvent;

               (iv) the account is subject to any dispute, prior assignment,
          claim, lien, subrogation rights, or security interest, or subject to
          any levy or setoff;

               (v) Administrative Agent has notified the Borrower that the
          account or the Account Obligor is unsatisfactory or unacceptable
          (which Administrative Agent reserves the right to do in its sole
          discretion at any time);

                                       2
<PAGE>

               (vi) the account is due and owing from an Affiliate, employee,
          officer, or director of Borrower;

               (vii) the account is a contra account;

               (viii) the Account Obligor has a credit history unsatisfactory to
          Administrative Agent;

               (ix) the account is subject to a retainage amount;

               (x) the Account Obligor is a Person located outside the United
          States of America; or

               (xi) the account when combined with the billed accounts
          receivable from a single Account Obligor shall in the aggregate be in
          excess of the lesser of (a) five percent (5.0%) of the then aggregate
          amount of the outstanding Revolving Credit Advances or (b) $200,000;
          provided, however, if such amount in excess thereof shall be approved
          by Administrative Agent in its sole discretion, on a case by case
          basis, upon written request of Borrower and subject to Administrative
          Agent's review of the two most recent years of payment history and
          financial condition of such Account Obligor as of the date of
          determination, then such limitations in this (xi) shall not apply;
          provided, further, that in such event only the excess shall be deemed
          not an Eligible Receivable."

               "Revolving Credit Borrowing Base" means, at any date of
          determination, (i) sixty percent (60%) of the aggregate amount of
          Eligible Receivables on such date, less (ii) certain reserves
          established by the Administrative Agent in its sole discretion from
          time to time.

               "Revolving Credit Borrowing Base Certificate" means a certificate
          of a Responsible Officer of the Borrower, substantially in the form of
          Exhibit A hereto otherwise acceptable to the Administrative Agent in
          form and substance.

               "Revolving Credit Facility Availability" means, at any time of
          determination, the (i) lesser of the Revolving Credit Facility or the
          Revolving Credit Borrowing Base minus (ii) the aggregate amount of the
          Revolving Credit Advances.

         (b)   Section 1.1 of the Credit Agreement is amended by restating each
of the following definitions appearing in Section 1.1 in its entirety as
follows:

               "Total Revolving Commitment" The sum of the Commitments of the
          Lenders labeled "Revolving Commitments" as set forth on Schedule 1 of
          the Credit Agreement and in effect from time to time. Effective as of
          the Amendment Closing Date, attached hereto is a revised Schedule 1 to
          the Credit Agreement. As of the Amendment Closing Date, the Total
          Revolving Commitment is reduced to $3,000,000."

         (c)   Section 1.1 of the Credit Agreement is amended by amending the
definition of "Applicable Margin" to read in its entirety:



                                       3
<PAGE>

               "Applicable Margin" means at any time and from time to time a
          percentage per annum determined pursuant to the applicable Fiscal
          Year, as set forth in the table below:

                                APPLICABLE MARGIN


<TABLE>
<CAPTION>

                              REVOLVING CREDIT ADVANCES AND                        TERM B ADVANCES
                                     TERM A ADVANCES
                           ------------------------------------          ------------------------------------
                           Eurodollar Rate           Prime Rate          Eurodollar Rate           Prime Rate
      Fiscal Year             Advances                Advances               Advances               Advances
      ----------           ---------------           ----------          ---------------           ----------
<S>                        <C>                       <C>                 <C>                       <C>
        2003                    4.00%                  2.75%                 4.50%                   3.50%
        2004                    5.00%                  3.75%                 5.50%                   4.50%
        2005                      n/a                    n/a                 5.50%                   4.50%
        2006                      n/a                    n/a                 5.50%                   4.50%
</TABLE>



         (d)   Section 2.1(c) of the Credit Agreement is amended to read in its
entirety:

               "(c) The Revolving Credit Advances. Each Revolving Credit Lender
          severally agrees, on the terms and conditions hereinafter set forth,
          to make advances (each a "Revolving Credit Advance") to the Borrower
          from time to time on any Business Day during the period from the date
          hereof until the Revolving Credit Termination Date in an amount for
          each such Advance not to exceed such Lender's Unused Revolving Credit
          Commitment at such time; provided, however, that no Revolving Credit
          Lender shall have any obligation to make a Revolving Credit Advance
          under this Section 2.1(c) to the extent such Revolving Credit Advance
          would cause the aggregate amount of Revolving Credit Advances
          outstanding (after giving effect to any immediate application of the
          proceeds thereof) plus (ii) Swing Line Advances outstanding, plus
          (iii) Letter of Credit Advances outstanding, plus (iv) the aggregate
          Available Amount of all Letters of Credit then outstanding to exceed
          the lesser of (a) the Revolving Credit Facility or (b) the Revolving
          Credit Borrowing Base, subject to reserves established in the sole
          discretion of the Administrative Agent from time to time hereunder.
          Each Revolving Credit Borrowing shall be in an aggregate amount of
          $400,000 or an integral multiple of $100,000 (other than, in each
          case, a Borrowing, the proceeds of which shall be used solely to repay
          or prepay in full outstanding Swing Line Advances or outstanding
          Letter of Credit Advances) and shall consist of Revolving Credit
          Advances made simultaneously by the Revolving Credit Lenders ratably
          according to their Revolving Credit Commitments. Within the limits of
          each Revolving Credit Lender's Unused Revolving Credit Commitment in
          effect from time to time, the Borrower may borrow, repay and reborrow
          Revolving Credit Advances.


                                       4
<PAGE>

         (e)   Section 2.6(b) of the Credit Agreement is amended to read in its
entirety:

               "(b) Mandatory.

                    (i) Within ninety (90) days following the end of each Fiscal
          Year, the Borrower shall execute and deliver to the Administrative
          Agent a certificate of the Borrower's Chief Executive Officer or Chief
          Financial Officer demonstrating its calculation of Excess Cash Flow
          for such Fiscal Year along with a prepayment of the then outstanding
          Advances equal to one hundred percent (100%) of the annual Excess Cash
          Flow.

                    (ii) Within fifteen (15) days after receipt by any Loan
          Party or any of its Subsidiaries of Net Cash Proceeds from Asset
          Dispositions, the Borrower shall prepay the then outstanding Advances
          in an amount equal to one-hundred percent (100%) of such Net Cash
          Proceeds in any Fiscal Year.

                    (iii) Within fifteen (15) days after receipt by any Loan
          Party or any of its Subsidiaries of Net Cash Proceeds from any Debt
          Issuance or Equity Issuance, the Borrower shall prepay the then
          outstanding Advances in an amount equal to, with respect to any (x)
          Debt Issuance and (y) Equity Issuance, one hundred percent (100%) of
          such Net Cash Proceeds.

                    (iv) Within fifteen (15) days after receipt of Net Cash
          Proceeds by any Loan Party or any of its Subsidiaries from any
          Extraordinary Receipt received by or paid to or for the account of any
          Loan Party or any of its Subsidiaries and not otherwise included in
          clause (i), (ii) or (iii) above, the Borrower shall prepay the then
          outstanding Advances in an amount equal to one hundred percent (100%)
          of such Net Cash Proceeds in the aggregate.

                    (v) Each prepayment made pursuant to clause (i), (ii), (iii)
          or (iv) shall be applied to prepay the Facilities in the following
          manner: first, ratably to the Term A Facility and the Term B Facility,
          and ratably to each unpaid installment of principal of each of the
          Term Facilities until such installments are paid in full; second, to
          prepay Swing Line Advances then outstanding until such Advances are
          paid in full; third, to prepay Letter of Credit Advances then
          outstanding until such Advances are paid in full; fourth, to prepay
          Revolving Credit Advances then outstanding (whereupon the Revolving
          Credit Facility shall be permanently reduced as set forth in Section
          2.5(b)(iii)) until such Revolving Credit Advances are paid in full;
          and fifth, deposited in the L/C Cash Collateral Account to cash
          collateralize 100% of the Available Amount of the Letters of Credit
          then outstanding. The portion of each such application allocable to
          Eurodollar Rate Advances may, at the option of the Borrower (A) be
          applied to prepay such Advances immediately, even if such application
          shall occur on other than the last day of an applicable Interest
          Period (in which case the Borrower shall pay the amounts provided for
          in Section 11.4(c)) or (B) be deposited in the Prepayment Account and
          applied on the last day of the applicable Interest Periods to prepay
          the Eurodollar Rate Advances that would otherwise have been prepaid by
          the amounts deposited in the Prepayment Account. Upon the drawing of
          any Letter of Credit for which funds are on deposit in the L/C Cash.



                                       5
<PAGE>

          Collateral Account, such funds shall be applied to reimburse the
          Issuing Bank or the Revolving Credit Lenders, as applicable. The
          amount remaining (if any) after the required prepayment of the
          Advances then outstanding and the 100% cash collateralization of the
          aggregate Available Amount of Letters of Credit then outstanding (the
          sum of such prepayment amounts, cash collateralization amounts and
          remaining amount being referred to herein as the "Reduction Amount")
          may be retained by the Borrower. Upon the drawing of any Letter of
          Credit for which funds are on deposit in the L/C Cash Collateral
          Account, such funds shall be applied to reimburse the Issuing Bank or
          the Revolving Credit Lenders, as applicable. Upon the termination of
          all of the Commitments and the indefeasible payment in full of all
          Obligations, including, without limitation, termination or expiration
          of all Letters of Credit and the indefeasible payment in full of all
          Obligations in respect of all Letters of Credit, then all amounts
          remaining on deposit in the L/C Cash Collateral Account shall be
          returned to the Borrower.

                    (vi) The Borrower shall, within fifteen (15) days following
          the end of each month in each Fiscal Year, pay to the Administrative
          Agent for deposit in the L/C Cash Collateral Account an amount
          sufficient to cause the aggregate amount on deposit in such Account to
          equal the amount by which the aggregate Available Amount of all
          Letters of Credit then outstanding exceeds the Letter of Credit
          Facility on such Business Day.

                    (vii) At any time that the aggregate amount of Revolving
          Credit Advances plus Swing Line Advances, plus Letter of Credit
          Advances, plus the aggregate Available Amount of all Letters of Credit
          then outstanding exceeds the Revolving Credit Facility, the Borrower
          shall immediately repay Revolving Credit Advances to the extent
          necessary to reduce the principal balance of Revolving Credit
          Borrowings to an amount equal to or less than the Revolving Credit
          Availability.

                    (viii) The foregoing notwithstanding, the provisions of this
          Section 2.6(b) shall not be construed to permit any Equity Issuance,
          Debt Issuance or Asset Disposition otherwise prohibited under the
          terms of this Agreement."

         (f)   Section 2.7(a) of the Credit Agreement is amended to read in its
entirety:

               "(a) Scheduled Interest. The Borrower shall pay to the
          Administrative Agent, for the benefit of the Lenders, interest on the
          unpaid principal amount of each Advance owing to each Lender from the
          date of such Advance until such principal amount shall be paid in
          full, at the following rates per annum:

                    (i) Prime Rate Advances. During such periods as such Advance
          is a Prime Rate Advance, a rate per annum equal at all times to the
          sum of (x) the Prime Rate in effect from time to time plus (y) the
          Applicable Margin for such Advance in effect from time to time,
          payable in arrears monthly on the last day of each month during such
          periods and on the date such Prime Rate Advance shall be Converted or
          paid in full. Notwithstanding the foregoing, if, at any time
          hereunder, the sum of (x) and (y) shall equal a rate per annum less
          than 5.50%, then the rate per annum for such Prime Rate.


                                       6
<PAGE>

          Advance shall be the rate of 5.50% until such time as the sum of (x)
          and (y) shall exceed 5.50%.

                    (ii) Eurodollar Rate Advances. During such periods as such
          Advance is a Eurodollar Rate Advance, a rate per annum equal at all
          times during each Interest Period for such Advance to the sum of (x)
          the Eurodollar Rate for such Interest Period for such Advance plus (y)
          the Applicable Margin for such Advance in effect on the first day of
          such Interest Period, payable in arrears on the last day of such
          Interest Period and, if such Interest Period has a duration of more
          than three months, on each day that occurs during such Interest Period
          every three months from the first day of such Interest Period and on
          the date such Eurodollar Rate Advance shall be Converted or paid in
          full. Notwithstanding the foregoing, if, the sum of (x) and (y) for
          such Interest Period shall equal a rate per annum less than 5.50%,
          then the rate per annum for such Eurodollar Rate Advance for such
          Interest Period shall be the rate of 5.50%."

         (g)   Section 2.8(a) of the Credit Agreement is hereby amended to read
it is entirety:

               "(a) Commitment Fees. The Borrower shall pay to the
          Administrative Agent, for the account of the Lenders, commitment fees,
          from the Amendment Closing Date in the case of each Lender until the
          Revolving Credit Termination Date payable in arrears quarterly on the
          last Business Day of each March, June, September and December,
          commencing on June 30, 2003, and on the Revolving Credit Termination
          Date at a rate per annum equal to 0.50% per annum on the average daily
          Unused Revolving Credit Commitment of such Lender. For purposes of
          this clause (a), Swing Line Advances shall not constitute utilization
          of the Revolving Credit Commitments of the Revolving Credit Lenders."

         (h) Section 3.2 of the Credit Agreement is amended to include a new
subsection 3.2(c) as follows:

               "(c) A Revolving Credit Borrowing Base Certificate shall have
          been submitted to the Administrative Agent, in form and substance
          otherwise acceptable to the Administrative Agent."

         (i)   Section 6.2 of the Credit Agreement is amended by deleting the
section appearing therein and replacing it in its entirety with the following:

               "SECTION 6.2 Debt. Create, incur, assume or suffer to exist, or
          permit any of its Subsidiaries to create, incur, assume or suffer to
          exist, any Debt, other than:

               (a) In the case of the Borrower, Debt incurred pursuant to the
          Loan Documents;

               (b) In the case of any of the Subsidiaries of the Borrower, Debt
          owed to the Borrower or to a wholly-owned Subsidiary of the Borrower;
          provided, that such Debt shall be evidenced by a promissory note, such
          promissory note shall be pledged to the



                                       7
<PAGE>

          Administrative Agent pursuant to the terms of the Security Agreement
          and there shall be no restrictions whatsoever on the ability of such
          Subsidiary to repay such Debt;

               (c)  In the case of the Borrower and any of its Subsidiaries:

                    (i) Debt (A) secured by Liens permitted by Section 6.1(d)
               and (B) Capitalized Leases, collectively not to exceed in the
               amount set forth on Schedule 6.2(c);

                    (ii) endorsement of negotiable instruments for deposit or
               collection or similar transactions in the ordinary course of
               business;

                    (iii) Unsecured Debt not to exceed $1,000,000 at any time
               outstanding;

                    (iv) the Surviving Debt not exceed the amount set forth on
               Schedule 6.2(c)(iv);

                    (v) any unsecured insurance premium financing; and

                    (vi) Debt incurred pursuant to a Capital Event; provided,
               however, such Debt shall have been approved by the Required
               Lenders."

         (j)   Section 6.4(c) of the Credit Agreement is hereby amended by
deleting the section appearing therein and replacing in its entirety the
following"

               "(c) Acquire or permit any Subsidiary to acquire all or
         substantially all of the assets of any other Person (including capital
         stock)."

         (k)   Section 6.6 of the Credit Agreement is hereby amended by deleting
the section appearing therein and replacing in its entirety the following:

               "SECTION 6.6 Investments in Other Persons. Make or hold, or
         permit any of its Subsidiaries to make or hold, any Investment in any
         Person other than:

               (a) Investments by the Borrower and its Subsidiaries in their
         Subsidiaries outstanding on the date hereof and described on Schedule
         6.6(a);

               (b) Loans and advances to officers and other employees in the
         ordinary course of the business (including, without limitation, to
         permit such officers and employees to purchase restricted stock of the
         Borrower) of the Borrower and its Subsidiaries in an aggregate
         principal amount not to exceed $236,484.47 as set forth on Schedule
         6.6(b) (the "Officer Loan Limitation"), which amount shall be reduced
         by all payments of principal thereunder, and, further, which amounts
         repaid thereunder shall reduce the Officer Loan Limitation by such
         amount;

               (c) Investments by the Borrower and its Subsidiaries in Cash
         Equivalents in an aggregate amount not to exceed $1,200,000 and which
         Investments shall be


                                       8
<PAGE>

         maintained in accounts each subject to the execution of an account
         control agreement in favor of the Administrative Agent for the benefit
         of the Lenders;

               (d) Investments consisting of intercompany Debt permitted under
          Section 6.2(b);

               (e) Investments existing on the Closing Date and described on
          Schedule 6.6(f) hereto;

               (f) Investments by the Borrower and its Subsidiaries in deposit
          accounts opened in the ordinary course of business, provided however,
          such deposit accounts are opened and exist subject to the terms of an
          account control agreement otherwise acceptable to the Administrative
          Agent in form and substance;

               (g) Investments by the Borrower and its Subsidiaries in joint
          ventures existing as of the Amendment Closing Date as set forth on
          Schedule 6.6(g); and

               (h) Investments consisting of accounts receivable in the ordinary
          course of business."

          (l)  Section 6.7 of the Credit Agreement is hereby amended by deleting
the section appearing therein and replacing in its entirety the following:

               "SECTION 6.7 Dividends, Etc. Declare or pay any dividends,
          purchase, redeem, retire, defease or otherwise acquire for value any
          of its capital stock or any warrants, rights or options to acquire
          such capital stock, now or hereafter outstanding, return any capital
          to its stockholders as such, make any distribution of assets, rights,
          obligations or securities to its stockholders as such or issue or sell
          any rights to acquire such capital stock, or permit any of its
          Subsidiaries to do any of the foregoing or permit any of its
          Subsidiaries to purchase, redeem, retire, defease or otherwise acquire
          for value any capital stock of the Borrower or any warrants, rights or
          options to acquire such capital stock or to issue or sell any such
          capital stock or any warrants, rights or options to acquire such
          capital stock; provided, however, that nothing contained in this
          Section shall prohibit an issuance of Company stock in exchange for
          interests in any Subsidiary owned by an employee as a result of any
          employee benefit program."

          (m)  Section 6.11 of the Credit Agreement is hereby amended by
deleting the section appearing therein and replacing it in its entirety with the
following:

               SECTION 6.11 Prepayments, Etc. of Debt. Prepay, redeem, purchase,
          defease or otherwise satisfy prior to the scheduled maturity thereof
          (a) in any manner, or make any payment in violation of any
          subordination terms of, any Debt, other than the prepayment of the
          Advances in accordance with the terms of this Agreement, or (b) permit
          any of its Subsidiaries to do any of the foregoing other than to repay
          any Debt payable to the Borrower.

          (n)  Section 6 of the Credit is hereby amended by adding the following
new section:



                                       9
<PAGE>

               "SECTION 6.20 Management Compensation. Pay, or permit any of its
          Subsidiaries to pay a bonus or other incentive compensation to any
          member of senior management of the Borrower or any of its
          Subsidiaries.

          (o)  Section 7.2 of the Credit Agreement is hereby amended to replace
the words "within thirty (30) days after the end of each month which is not a
fiscal quarter end, "within twenty two (22) days after the end of each month".

          (p)  Section 7 of the Credit Agreement is hereby amended by: (a)
adding the following new sections:

               "SECTION 7.21 Revolving Credit Borrowing Base Certificate. On or
          before the first Wednesday of each month, a Revolving Credit Borrowing
          Base Certificate detailing the Revolving Credit Borrowing Base as of
          the last Business Day of the preceding month, and, further, at such
          times and for such periods as the Administrative Agent shall request.

               SECTION 7.22 Cash Flow Forecast. As soon as available and in any
          event within twenty two (22) days after the end of each month, in a
          form otherwise acceptable to the Administrative Agent in its sole
          discretion, a copy of a Budget and a rolling thirteen (13) week cash
          flow forecast (the "Cash Flow Forecast") which Cash Flow Forecast
          shall include the following:

               (a) the actual beginning cash balance and ending cash balance for
               the immediately preceding month (reflecting the closing available
               balance on the last Business Day of the immediately preceding
               month) of all commercial bank deposit accounts of Borrower;

               (b) the actual cash collections and cash disbursements for the
               immediately preceding month, on a weekly basis, as of the close
               of business as of the last Business Day and on a cumulative
               basis;

               (c) a comparison of the actual cash collections and cash
               disbursements for the immediately preceding month, on a weekly
               basis, with the amounts reflected on the Cash Flow Forecast for
               such month, on a weekly basis, with a variance to the related
               Budget; and

               (d) a forecast of all cash collections and cash disbursements for
               each week on a rolling forward thirteen-week basis.

          and (b) renumbering Section 7.21 as follows:

               SECTION 7.23 Other Information. Such other information respecting
          the business, condition (financial or otherwise), operations,
          performance or properties of any Loan Party or any of its Subsidiaries
          or the Collateral as the Administrative Agent or any Lender Party
          (through the Administrative Agent) may from time to time reasonably
          request."



                                       10
<PAGE>


         (q)   Section 8.1 of the Credit Agreement is hereby amended by deleting
such Section in its entirety and replacing it with the following:

         "SECTION 8.1. Minimum EBITDA. Maintain for each period set forth below
EBITDA at not less than the respective amounts set forth below:

<TABLE>
<CAPTION>

   YEAR TO DATE PERIOD ENDING                   MINIMUM EBITDA
   --------------------------                   --------------

<S>                                             <C>
         March 31, 2003                          $ 1,161,000
          June 30, 2003                          $ 3,517,000
       September 30, 2003                        $ 6,169,000
       December 31, 2003                         $ 9,211,000

 FOUR FISCAL QUARTERS ENDING

         March 31, 2004                          $17,000,000
          June 30, 2004                          $17,500,000
       September 30, 2004                        $17,500,000
       December 31, 2004                         $18,000,000
         March 31, 2005                          $18,000,000
          June 30, 2005                          $18,000,000
       September 30, 2005                        $18,500,000
       December 31, 2005                         $18,500,000
         March 31, 2006                          $18,500,000
  June 30, 2006 and thereafter                   $20,000,000"
</TABLE>


         (r) Section 8.2 of the Credit Agreement is hereby amended by deleting
such Section in its entirety and replacing it with the following:

         "SECTION 8.2. Ratio of Consolidated Debt to EBITDA. Maintain as of the
end of each fiscal quarter of the Borrower a Ratio of Consolidated Debt to
EBITDA for the most recently completed four fiscal quarters of the Borrower of
not more than the ratio set forth below:

<TABLE>
<CAPTION>

   FOUR FISCAL QUARTERS ENDING                          RATIO
   ---------------------------                          -----

<S>                                                   <C>
         March 31, 2003                                2.88:1
          June 30, 2003                                3.49:1
</TABLE>


                                       11
<PAGE>

<TABLE>

<S>                                                   <C>
      September 30, 2003                              3.34:1
      December 31, 2003                               2.62:1
March 31, 2004 and thereafter                         1.50:1"
</TABLE>

         (s) Section 8.3 is hereby amended by deleting such Section in its
entirety and replacing it with the following:

         "SECTION 8.3 Interest Coverage Ratio. Maintain as of each date set
forth below, a ratio of (i) EBITDA for the periods set forth below of the
Borrower to (ii) Consolidated cash Interest Expense for such period of not less
than the ratio set forth below for such period:

<TABLE>
<CAPTION>

 YEAR TO DATE PERIOD ENDING                            RATIO
 --------------------------                            -----

<S>                                                   <C>
         March 31, 2003                                3.23:1
          June 30, 2003                                4.50:1
       September 30, 2003                              4.50:1
       December 31, 2003                               4.50:1

 FOUR FISCAL QUARTERS ENDING

 March 31, 2004 and thereafter                         4.50:1"
</TABLE>


         (t) Section 8.4 of the Credit Agreement is hereby amended by deleting
such Section in its entirety and replacing it with the following:

         "SECTION 8.4 Fixed Charge Coverage Ratio. Maintain as of the end of
each fiscal quarter of the Borrower a ratio of (I) during 2003, EBITDA for the
year to date as of the most recently completed fiscal quarter of the Borrower,
less Capital Expenditures made by the Borrower and its Subsidiaries during such
period, less the aggregate amount of federal, state, local and foreign taxes
paid by the Borrower and its Subsidiaries in cash during such period, less cash
dividends paid by the Borrower to the holders of its common stock during such
period, to the (ii) sum of (x) cash interest payable by the Borrower and its
Subsidiaries on all Debt during such period, plus (y) principal amounts of all
Debt payable by the Borrower and its Subsidiaries during such period, of not
less than the ratio set forth below for such period; and (II) as of March 31,
2004 and thereafter, EBITDA for the most recently completed four fiscal quarters
of the Borrower, less Capital Expenditures made by the Borrower and its
Subsidiaries during such period, less the aggregate amount of federal, state,
local and foreign taxes paid by the Borrower and its Subsidiaries in cash during
such period, less cash dividends paid by the Borrower to the holders of its
common stock during such period, to the (ii) sum of (x) cash interest payable by
the Borrower and its Subsidiaries on all Debt during such period, plus (y)
principal amounts of



                                       12
<PAGE>


all Debt payable by the Borrower and its Subsidiaries during such period, of not
less than the ratio set forth below for such period:

<TABLE>
<CAPTION>

   YEAR TO DATE PERIOD ENDING                           RATIO
   -------------------------                            -----
<S>                                                   <C>
         March 31, 2003                                 .53:1
          June 30, 2003                                 .84:1
       September 30, 2003                              1.00:1
       December 31, 2003                               1.25:1

 FOUR FISCAL QUARTERS ENDING

         March 31, 2004                                1.25:1
          June 30, 2004                                1.25:1
       September 30, 2004                              1.25:1
       December 31, 2004                               1.25:1
         March 31, 2005                                1.00:1
          June 30, 2005                                1.00:1
       September 30, 2005                              1.00:1
       December 31, 2005                               1.00:1
 March 31, 2006 and thereafter                         1.25:1"
</TABLE>


         SECTION 2. Conditions Precedent. This Amendment shall become effective
on the date on which the following conditions have been satisfied:

               (a)  Schedules; Delivery. The Borrower shall have provided to the
          Administrative Agent, a schedule of each: (i) all existing Events of
          Default, with a description of each, acceptable to the Administrative
          Agent in its sole discretion and which schedule shall be annexed as
          Schedule 9 hereto; (ii) Disclosed Litigation which schedule shall be
          annexed as Schedule 3.1(e) hereto; and (iii) non-competition
          agreement(s) in effect and the dates and amounts of all required
          payments thereunder, which schedule shall be annexed as Schedule II
          hereto.

               (b)  Officer Loan Documentation; Delivery. The Borrower shall
          have delivered to the Administrative Agent, in respect of each officer
          loan set forth on Schedule __, the original note evidencing such loan
          together with an allonge executed by the payee to the Administrative
          Agent, for the benefit of the Lenders



                                       13
<PAGE>

               (c)  Amendment Fee. The Borrower shall pay a fee to the
          Administrative Agent, for the benefit of the Lenders which shall be
          the amount of 2.0% of the aggregate amount of (A) the Revolving Credit
          Facility plus (B) the Advances outstanding under the Term Facilities,
          as of the Amendment Closing Date which shall amount to $601,048.41
          (the "Amendment Fee"). The Amendment Fee shall be deemed fully earned
          as of the Amendment Closing Date and due and payable in three
          installments as described below. The first installment (as described
          below) of the Amendment Fee shall be distributed to each approving
          Lender as follows: (i) if unanimous approval, then to each Lender in
          accordance with its Commitment percentage or (ii) if not unanimous
          approval, then to each approving Lender in an amount equal to the
          product of (A) .25% multiplied by (B) the aggregate amount of the
          Commitments multiplied by a fraction (x/y) of which (x) is that
          Lender's Commitment percentage over (y) the total Commitment
          percentage of all approving Lenders. The second and third installments
          of the Amendment Fee will be distributed to each Lender on a pro rata
          basis.

               The Amendment Fee shall be payable in installments, in
          immediately available funds, by the Borrower as follows: (i)
          $150,262.10 on the Amendment Closing Date, (ii) (A) no further
          installment shall be due and the balance of the Amendment Fee shall be
          waived if the Borrower shall have paid in full all Obligations on or
          before September 30, 2003 or (B) $75,131.05 on September 30, 2003, in
          the event that the Borrower shall have achieved the Documentation
          Benchmark (with a corresponding waiver of $75,131.05), or (C) in the
          event the conditions in (A) or (B) are not met, $150,262.10 on
          September 30, 2003, and (iii) (A) no further installment shall be due
          and the balance of the Amendment Fee shall be waived if the Borrower
          shall have paid in full all Obligations on or before December 31, 2003
          or (B) otherwise, $300,524.20 on December 31, 2003.

               (d)  Legal and Professional Fees. The Borrower shall have paid to
          the Administrative Agent and the Lenders all legal and professional
          fees and expenses incurred by the Administrative Agent and the Lenders
          in connection with the preparation, negotiation and execution of the
          Amendment and any documents required to be furnished herewith,
          including but not limited to all current and previously outstanding
          legal and professional fees, as set forth in the fees and expenses
          letter delivered to the Administrative Agent on the Amendment Closing
          Date.

               (e)  Waivers. The Administrative Agent and the Required Lenders
          hereby waive each and every default and existing Events of Default,
          which defaults and Events of Default are listed in the exhibit
          attached hereto as Exhibit "A." This waiver shall be effective
          exclusively for the defaults and Events of Default set forth in
          Exhibit "A."

               (f)  Corporate Authority. All corporate action necessary for the
          valid execution, delivery and performance by the Borrower and the
          Parent shall have been duly and effectively taken, and evidence
          thereof satisfactory to the Administrative Agent shall have been
          provided to the Administrative Agent.

               (g)  Executed Documentation. This Amendment shall have been duly
          executed and delivered by the Borrower, each other Loan Party, the
          Administrative



                                       14
<PAGE>

          Agent, the Required Lenders and Revolving Credit Lenders holding
          greater than 50% of the aggregate Revolving Credit Commitments and
          shall be in full force and effect.

         SECTION 3. Agreements

               (a)  Capital Event; Application of Prepayments. The Borrower
          shall use its best efforts to consummate the Capital Event on or
          before December 31, 2003. The Administrative Agent shall apply the Net
          Cash Proceeds of the Capital Event pursuant to Section 2.6(b).

               (b)  Professional Financial Consultant.

               Notwithstanding any provision to the contrary in the Credit
          Agreement, the Borrower acknowledges that NachmanHaysBrownstein, Inc.
          (the "Professional Financial Consultant") has been retained by counsel
          to the Administrative Agent as their sole choice to assist the
          Administrative Agent in the review of the Borrower's business plan,
          projections results of operations and such other matters as the
          Administrative Agent may require, including but not limited to the
          preparation of a comprehensive business and financial analysis of the
          Borrower, which shall be acceptable in form and substance to the
          Administrative Agent. The Borrower shall, cooperate with the
          Professional Financial Consultant, including but not limited to the
          full disclosure of all pertinent financial information and full access
          to (x) all books and records of the Borrower and (y) the Borrower's
          premises locations and related facilities and equipment. The failure
          of the Borrower to (i) provide the Professional Financial Consultant
          with such cooperation and access, or (ii) pay in full the invoiced
          professional fees and disbursements of the Professional Financial
          Consultant, shall constitute an Event of Default under the Credit
          Agreement.

               (c)  Additional Business Advisors.

               Notwithstanding any provision to the contrary in the Credit
          Agreement, within seven (7) days after due notice of a request by the
          Administrative Agent, the Borrower shall retain the following:

               (i)  a professional financial and operations consulting firm (the
          "Professional Business Consultant") which Professional Business
          Consultant shall be chosen by the Borrower from a list of such firms
          to be provided by the Administrative Agent, acceptable to the Agent
          and the Required Lenders, and which shall specialize in (i) the prompt
          identification of emergent material financial and operational matters
          affecting the viability of Borrower's business which require immediate
          rectification ("Emergent Matters"), (ii) the formulation of a plan
          setting forth the analysis and proposed resolution of the Emergent
          Matters (the "Emergent Matters Business Plan"), and (iii) the
          implementation of the Emergent Matters Business Plan prepared thereby.
          The Borrower shall authorize the Professional Business Consultant to
          communicate directly with the Administrative Agent and the Lenders and
          to furnish the Administrative Agent and the Lenders with such
          information as they may reasonably request. The Professional Business
          Consultant shall report directly to the board of directors of the
          Borrower.



                                       15
<PAGE>


               The Borrower shall provide the Administrative Agent and the
          Lenders with full access to the personnel and work papers of the
          Professional Business Consultant. The Borrower shall cooperate with
          the Professional Business Consultant, including but not limited to the
          full disclosure of all pertinent financial information and full access
          to (x) all books and records of the Borrower and (y) the Borrower's
          premises locations and related facilities and equipment. The failure
          of the Borrower to (i) retain the Professional Business Consultant as
          requested by the Administrative Agent, (ii) provide the Professional
          Business Consultant with such cooperation and access, or (ii) pay in
          full the invoiced professional fees and disbursements of the
          Professional Business Consultant, shall constitute an Event of Default
          under the Credit Agreement.

               The Borrower agrees to continue to retain the Professional
          Business Consultant until the Obligations are paid in full or until
          the Administrative Agent shall determine in its sole discretion that
          the retention of the Professional Business Consultant shall no longer
          be required hereunder and shall notify the Borrower in writing of such
          determination. The termination of the Professional Business Consultant
          by the Borrower without cause and the failure to replace same with a
          substitute firm acceptable to the Administrative Agent within fifteen
          (15) days shall constitute an Event of Default under the Credit
          Agreement; and/or

               (ii) a strategic advisory firm (the "Strategic Advisor") which
          shall be selected from a list of such firms to be provided by the
          Administrative Agent, and retained on such terms as are reasonably
          acceptable to the Administrative Agent and the Required Lenders for
          the purpose of the development and presentation of strategic
          alternatives for the Borrower's business sufficient to consummate a
          Capital Event no later than December 31, 2003. The Borrower shall,
          cooperate with the Strategic Advisor, including but not limited to the
          full disclosure of all pertinent financial information and full access
          to all books and records of the Borrower. The failure of the Borrower
          to (a) retain the Strategic Advisor as requested by the Administrative
          Agent or (b) provide the Strategic Advisor with such cooperation and
          access shall constitute an Event of Default under the Credit
          Agreement.

               Upon request, the Administrative Agent, the Lenders and their
          attorneys and advisors, including but not limited to the Professional
          Financial Consultant shall be provided reasonable access to the
          Strategic Advisor and shall receive copies of all information provided
          to or from the Strategic Advisor.

               (d)  Monthly Status Conferences.

               No later than five (5) days after the required date of submission
          of the monthly financial statements pursuant to Section 7.2 and Cash
          Flow Forecast pursuant to Section 7.23, the Borrower shall schedule
          monthly informational teleconferences ("Teleconference(s)") with the
          Strategic Advisor, the Administrative Agent and the Lenders (during
          business hours to be announced) to permit the Administrative Agent and
          the Lenders, and their Professional Financial Consultant to review and
          discuss with the Strategic Advisor, the Professional Business
          Consultant (if applicable) and the Borrower (i) the monthly financial
          statements and Cash Flow Forecast, (ii) the status of the



                                       16
<PAGE>

          development and presentation of strategic alternatives for the
          Borrower's business sufficient to consummate a Capital Event no later
          than December 31, 2003, and (iii) all other material business issues.
          The failure of the Borrower to comply with the terms of this section
          shall constitute an Event of Default.

               (e)  Account Control Agreement. No later than sixty (60) days
          after the Amendment Closing Date, the Borrower shall have executed and
          delivered to the Administrative Agent an account control agreement and
          related documents in form and substance acceptable to the
          Administrative Agent in its sole discretion, in respect of all deposit
          accounts. The failure of the Borrower to deliver such account control
          agreement and related documents in accordance with the terms of this
          section shall constitute an Event of Default.

         SECTION 4. Loan Documentation. The Borrower shall cooperate with the
Administrative Agent to cure any documentation deficiency and shall provide the
Administrative Agent with all documentation reasonably required by the
Administrative Agent.

         The Borrower agrees to execute any and all documentation reasonably
required by the Administrative Agent to reaffirm the effectiveness,
enforceability and accuracy of the terms and conditions of each Facility
Document.

         SECTION 5. Representations and Warranties. The Borrower hereby
represents and warrants to the Administrative Agents and the Lenders as follows:

               (a)  Representations and Warranties in the Credit Agreement. The
          representations and warranties of the Borrower contained in the Credit
          Agreement were true and correct in all material respects as of the
          date when made and continue to be true and correct in all material
          respects on the date hereof except to the extent of changes resulting
          from transactions contemplated or permitted by the Credit Agreement
          and the other Loan Documents and changes occurring in the ordinary
          course of business that singly or in the aggregate have not or are not
          reasonably expected to have a Material Adverse Effect, and to the
          extent that such representations and warranties relate expressly to an
          earlier date.

               (b)  Authority, Etc. The execution, delivery and performance of
          this Amendment and the consummation of the transactions contemplated
          hereby (i) are within the corporate powers of the Borrower and the
          Parent and have been duly authorized by all necessary corporate action
          on the part of such Persons, (ii) do not require any approval or
          consent of or filing with, any governmental agency or authority other
          than those already obtained or where failure to do so would not
          reasonably be expected to have a Material Adverse Effect on any of the
          Borrower, the Parent or any of their respective Subsidiaries, or on
          the enforceability of any of the Loan Documents, including, without
          limitation, this Amendment, (iii) do not conflict with or result in
          any breach or contravention of any provision of law, statute, rule or
          regulation to which the Parent the Borrower or any of their respective
          Subsidiaries is subject or any judgment, order, writ, injunction,
          license or permit applicable to the Parent the Borrower or any of
          their respective Subsidiaries, except such conflicts, breaches or
          contraventions that would not have a Material Adverse



                                       17
<PAGE>

          Effect on the enforceability of the Loan Documents, including, without
          limitation, this Amendment, (iv) do not conflict with any provision of
          the corporate charter or bylaws of the Parent, the Borrower or any of
          their respective Subsidiaries, (v) do not conflict with, or result in
          a breach of any material term, covenant or provision of, or constitute
          a default under any agreement, trust deed, indenture, mortgage, or
          other instrument to which the Parent, the Borrower or any of their
          respective Subsidiaries is a party or by which the Parent, the
          Borrower or any of their respective Subsidiaries or any of their
          properties is bound or affected or result in the creation of any
          mortgage, lien, pledge, charge, security interest or other encumbrance
          upon any property of the Parent, the Borrower or any of their
          respective Subsidiaries.

               (c)  Enforceability of Obligations. This Amendment and the Credit
          Agreement as amended hereby constitute the legal, valid and binding
          obligations of the Parent and the Borrower enforceable against the
          Parent and the Borrower in accordance with their terms, except as
          enforceability is limited by bankruptcy, insolvency, reorganization,
          moratorium or other laws relating to or affecting generally the
          enforcement of, creditors' rights and except to the extent that
          availability of the remedy of specific performance or injunctive
          relief is subject to the discretion of the court before which any
          proceeding therefor may be brought.

               (d)  No Default. No Default or Event of Default has occurred and
          is continuing, and no Default or Event of Default will exist, in each
          case upon the effectiveness of this Amendment.

         SECTION 6. Ratification, No Other Amendments, Etc.

               (a)  Ratification Etc. Except as expressly amended hereby, the
          Credit Agreement, and all documents, instruments and agreements
          related thereto, are hereby ratified and confirmed in all respects and
          shall continue in full force and effect. The Credit Agreement and this
          Amendment, shall be read and construed as a single agreement.

               (b)  No Other Amendment. Except as expressly provided in this
          Amendment, all of the terms and conditions of the Credit Agreement and
          the other Loan Documents remain in full force and effect. Nothing
          contained in this Amendment (i) shall be construed to imply a
          willingness on the part of the Administrative Agents or the Required
          Lenders to grant any similar or other future amendment of any of the
          terms and conditions of the Credit Agreement or the other Loan
          Documents and (ii) shall in any way prejudice, impair or effect any
          rights or remedies of the Administrative Agents or the Lenders (other
          than as expressly amended herein) under the Credit Agreement or the
          other Loan Documents.

         SECTION 7. Execution in Counterparts; Delivery by Facsimile. This
Amendment may be executed in any number of counterparts, each of which shall be
deemed an original, but which together shall constitute one instrument. This
Amendment, to the extent signed and delivered by means of a facsimile machine,
shall be treated in all manner and respects as an original agreement or
instrument and shall be considered to have the same binding legal effect as if
it


                                       18
<PAGE>

were the original signed version thereof delivered in person. At the request of
any party hereto or to any such agreement or instrument, each other party hereto
or thereto shall re-execute original forms thereof and deliver them to all other
parties. No party hereto or to any such agreement or instrument shall raise the
use of a facsimile machine to deliver a signature or the fact that any signature
or agreement or instrument was transmitted or communicated through the use of a
facsimile machine as a defense to the formation of a contract and each party
forever waives such defense. In proving this Amendment, it shall not be
necessary to produce or account for more than one such counterpart signed by the
party against whom enforcement is sought.

         SECTION 8. Release of the Administrative Agent and the Lenders. By
execution of this Amendment, Borrower acknowledges and confirms that, as of the
date hereof, they do not have any offsets, defenses or claims against the
Administrative Agent, Lenders, or any of their officers, agents,
representatives, directors or employees whether asserted or unasserted in
connection with the Loan Documents or the transactions contemplated by this
Amendment. To the extent that they may have such offsets, defenses or claims in
connection with the Loan Documents, the Borrower and each of their respective
successors, assigns, parents, subsidiaries, affiliates, predecessors, employees,
agents, representatives, heirs, executors, as applicable, jointly and severally,
release and forever discharge the Administrative Agent, Lenders, their
subsidiaries, affiliates, officers, directors, employees, representatives,
agents, attorneys, successors and assigns, both present and former (collectively
the "Lenders' Affiliates") of and from any and all manner of action and actions,
cause and causes of action, suits, debts, controversies, damages, judgments,
executions, claims and demands whatsoever, asserted or unasserted, in law or in
equity which arise under, in connection with, or are related to such offsets,
defenses or claims in connection with the Loan Documents against the
Administrative Agent, Lenders and/or Lenders' Affiliates they ever had or now
have upon or by reason of any manner, cause, causes or thing whatsoever,
including, without limitation, any such offset, defense or claim presently
existing.

         SECTION 9. Miscellaneous. THIS AMENDMENT IS A CONTRACT UNDER THE LAWS
OF THE STATE OF NEW YORK AND SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS
LAWss.5-1401, FOR ALL PURPOSES BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF SAID STATE OF NEW YORK, EXCLUSIVE OF LAWS APPLICABLE TO CONFLICTS OF
LAW THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
The captions in this Amendment are for convenience of reference only and shall
not define or limit the provisions hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       19
<PAGE>

                               IN WITNESS WHEREOF, the undersigned have
                               duly executed this Amendment as of the date first
                               set forth above.

                               PRIVATE BUSINESS, INC.

                               By: /s/ Gerard M. Hayden, Jr.
                                  --------------------------------
                               Name: Gerard M. Hayden, Jr.
                               Title: Chief Financial Officer


                               PRIVATE BUSINESS INSURANCE, INC.
                               PRIVATE BUSINESS CAPITAL, INC.
                               PRIVATE PROCESSING, INC.
                               TOWNE SERVICES, INC.
                               BANKING SOLUTIONS, INC.
                               BSI ACQUISITION CORP.
                               IMAGING INSTITUTION, INC.
                               FORSEON CORPORATION




                               By: /s/ Gerard M. Hayden, Jr.
                                  --------------------------------
                               Name: Gerard M. Hayden, Jr.
                               Title: Chief Financial Officer



                               FLEET NATIONAL BANK,
                               as Issuing Bank,
                               as Swing Line Bank,
                               as Administrative Agent and
                               as a Lender




                               By: /s/ Andrew J. Maidman
                                  --------------------------------
                               Name: Andrew J. Maidman
                               Title: Vice President



                       [SIGNATURES CONTINUE ON NEXT PAGE]




                                       20
<PAGE>

CITIZENS BANK OF MASSACHUSETTS,
as a Lender



By: /s/ Lawrence E. Jacobs
   ----------------------------
   Name: Lawrence E. Jacobs
   Title: Vice President



ING PRIME RATE TRUST,
as a Lender

By: ING Investments, LLC
    as its investment manager

By: /s/ Curtis F. Lee
   ----------------------------
   Name: Curtis F. Lee
   Title: Senior Vice President



LASALLE BANK NATIONAL ASSOCIATION,
as a Lender



By: /s/ Kent Hammerstrom
   ----------------------------
   Name: Kent Hammerstrom
   Title: Group Senior Vice President



CREDIT LYONNAIS NEW YORK BRANCH,
as a Lender



By: /s/ A. Averbulch
   ----------------------------
   Name: A. Averbulch
   Title: Vice President


                       [SIGNATURES CONTINUE ON NEXT PAGE]




                                       21
<PAGE>

Each of the undersigned Guarantors hereby acknowledges and consents to the
foregoing Amendment dated as of April 11, 2003, and agrees that the Subsidiary
Guaranty dated as of the date of its execution from each of the undersigned
Guarantors remains in full force and effect, and each of the Guarantors confirms
and ratifies all of its obligations thereunder. PRIVATE BUSINESS INSURANCE, INC.



                                             PRIVATE BUSINESS CAPITAL, INC.
                                             PRIVATE PROCESSING, INC.
                                             TOWNE SERVICES, INC.
                                             BANKING SOLUTIONS, INC.
                                             BSI ACQUISITION CORP.
                                             IMAGING INSTITUTION, INC.
                                             FORSEON CORPORATION



                                             By: /s/ Gerard M. Hayden, Jr.
                                                ---------------------------
                                                Name: Gerard M. Hayden, Jr.
                                                Title: Chief Financial Officer



                                       22