(d) Employee shall be entitled to participate in all retirement, life and health insurance,disability and other similar benefit plans or programs of Company now or hereafter applicableto Employee or applicable generally to employees’ of Company, provided that Employee shall not berequired to pay the premiums for such benefits that Company requires other emplpyees to pay(although Employee acknowledges that the amount of such premiums paid by Purchaser onEmployee’s behalf shall be considered compensation to Employee for tax purposes);provided,however, that during any period during the Term that Employee is disabled, and duringthe 180-dayperiod of physical or mental infirmity leading up to Employee’s disability, the amount ofEmployee’s compensation provided under this Section 1.03 shall be reduced by the sum of theamounts, if any, paid to Employee for the same period under any disability benefit or pensionplanof Company or any of its subsidiaries, For purposes of this Section 1.03(d), Employee shallbedeemed “disabled” upon the earlier of: (i) a written determination by a duly licensedphysician orpsychologist following a personal examination of Employee that Employee is not capable ofperforming the normal duties attendant to his position with or without reasonableaccommodationand that such condition appears to be permanent or of indefinite duration; (ii) adetermination by acourt of competent jurisdiction that Employee is not capable of managing his or her own personorproperty and that such condition appears to be permanent or of indefinite duration; (iii) adetermination by any duly licensed insurance company maintaining a policy of disabilityinsurancecovering Employee that Employee is disabled to the point that benefits are payable pursuant totheterms of such policy; or (iv) Employee has been unable to perform the normal duties attendantto bisposition with or without reasonable accommodation for a continuous period of 180 days.     (e) Employee shall be eligible for the grant of stock options, restricted stock and otherawards under Company’s equity incentive plan. On January 23, 2005, as an inducement toEmployee to enter into this Agreement, Company granted Employee options to purchase 250,000shares of Company’s common stock at an exercise price of $1.33 per share, the closing price ofCompany’s common stock on the Nasdaq Small Cap Market on the previous trading day.**ARTICLE II. COVENANTS OF EMPLOYEE**     Section 2.01Covenant Not to Solicit Employees or Customers. Employee covenants andagrees that, for and during the period of his employment with Company and for a period of twoyears thereafter:     (a) Employee shall not individually or through or with any other person or affiliate ofEmployee, solicit for employment or hire any individual who was employed by Company on theEffective Date or the date of termination of employment of Employee, without the prior writtenconsent of Company; or     (b) solicit any Person that was an active customer of Company on the Effective Date or thedate of termination of employment of Employee, for the purpose of contracting with such Person forthe goods and services which comprise the Subject Business.
 

 
     Section 2.02Covenant To Maintain Confidentiality.     (a) Employee shall not divulge or appropriate for his own use any Trade Secrets (asdefined below) of Company, from and after the Effective Date of this Agreement, for as long astheinformation remains a Trade Secret, and shall not make any unauthorized disclosure ofConfidentialInformation (as defined below) about Company for and during the period of his employment withCompany and for a period of two years thereafter. “TradeSecrets” shall mean any informationofCompany (including but not limited to technical or non-technical data, a formula, a pattern, acompilation, a program, a device, a method, a technique, a drawing, a process, financial data,financial plans, product plans, or a list of actual or potential customers or suppliersprovided thatsuch list is not available to the general public) which derives economic value, actual orpotential,from not being generally known to, and not being readily ascertainable by proper means by,otherpersons who can obtain economic value from its disclosure or use, and is the subject ofefforts thatare reasonable under the circumstances to maintain its secrecy, or such other definition asmay beprovided under applicable law. “Confidential Information” means any valuable,nonpublic,competitively sensitive information (other than Trade Secrets) concerning Company, itsbusiness, orits financial position, results of operations, annual and long range business plans, productor serviceplans, marketing plans and methods, training, educational and administrative manuals, clientlists oremployee lists obtained by Employee from Company during the period of his employment;provided,however, that Confidential Information shall not include information to the extentthat it is orbecomes publicly known or generally utilized (other than because of the unauthorizeddisclosure ofsuch information by Employee) by others engaged in the same business or activities in whichCompany utilized, developed or otherwise acquired such information.     (b) Disclosure of Trade Secrets or Confidential Information shall not be precluded, ifsuch disclosure is:     (i) in response to a valid order of a court or other governmental body orotherwise required by law; provided, however, that Employee shall first have givennotice to Company and made a reasonable effort to obtain a protective order requiring thatthe information and/or documents so disclosed be used only for the purposes for which theorder was issued; or     (ii) necessary to establish rights under this Agreement (but only to the extentnecessary to do so).     (c) Promptly following the termination of Employee’s employment with Company,Employee shall promptly transfer to Company or destroy (as directed by Company) all tangibleinformation containing Trade Secrets or Confidential Information in his possession or withinhiscontrol which is not already in the possession or control of Company, and shall promptlycertify inwriting to Company such transfer or destruction.     (d) The obligations set forth in this Section 2.03 are in addition to and not in lieu of anyconfidentiality obligations in the Stock Purchase Agreement dated the date of this Agreementbyand among Company and the stockholders of Goldleaf Technologies, Inc., including Employee (the“Stock Purchase Agreement”).
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     Section 2.03Survival. The covenants of Employee contained in this Article II shallsurvive the termination of this Agreement and the termination of Employee’s employment withCompany, and shall remain enforceable in accordance with their terms as set forth herein.**ARTICLE III. TERMINATION**     Section 3.01Termination by Company. This Agreement, and Employee’s employment withCompany, shall automatically terminate upon his death, and may otherwise be terminated by Companyby giving notice during the Term upon the occurrence of one or more of the following events:     (a) Employee’s disability (as defined in Section 1.03(d) hereof), provided that suchdisability arises from a condition which appears to be permanent or of indefinite duration;     (b) without Cause (as defined in the following paragraph), effectively immediately upondelivery of written notice to Employee following a determination by the Board to terminateEmployee’s employment, provided that (i) the Board may elect to specify in such written noticethatthe effective date of termination shall be a date up to and including the 90th dayfollowing thedelivery of such written notice to Employee; and (ii) Employee shall be entitled to payment asprovided in Section 3.03 below as severance pay following any such termination without Cause,unless and until Employee breaches any of the covenants set forth in Article II hereof; or     (c) for“Cause” which for purposes of this Agreement shall mean that Employee shallhave:     (i) committed an act of fraud, embezzlement or theft in connection with bisduties or in the course of Ms employment with Company;     (ii) inflicted intentional damage to any material asset of Company;     (iii) intentionally committed any act resulting in liability in tort, underemployment laws, or for breach of contract by Company pursuant to which Company hasactually paid damages to any Person in an amount in excess of $20,000;     (iv) materially failed or refused to perform his duties as are consistent with histitle as set forth in Section 1.01 of this Agreement, or breached any other materialprovision of this Agreement, which failure is not fully corrected within 90 days followingwritten notification by Company to Employee specifically detailing such failure; or     (v) been convicted of any felony or a misdemeanor involving moral turpitude.     Section 3.02 Termination by Employee. This Agreement, and Employee’s employment withCompany, may be terminated by Employee for Good Reason (as hereinafter defined) within 12 monthsfollowing a Change of Control (as hereinafter defined).     (a) Forpurposes of the foregoing, “Change of Control” means any transaction orseries of transactions or the approval by the shareholders of Company of a transaction that wouldresult in
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     (i) 40% or more of the combined voting power of Company’s then outstandingvoting securities being held by a third party other than a current shareholder (or anaffiliate of such current shareholder), current board member, or any employee benefit planmaintained by Company or any subsidiary;     (ii) a merger, consolidation or reorganization involving Company, unless theshareholders of Company immediately before such merger, consolidation or reorganizationcontinue to own a majority of the combined voting power of the outstanding votingsecurities of the entity resulting from such merger, consolidation or reorganization;     (iii) a plan of liquidation or dissolution of Company under the provisions of Title11 of the United States Code, a state receivership proceeding or other applicable statelaw; or     (iv) the sale or other disposition of all or substantially all of the business or assetsof Company to a third party.     (b) Forpurposes of this Agreement, “Good Reason” shall mean any of the following:     (i) the assignment to Employee by Company of duties inconsistent withEmployee’s position, duties, responsibilities or status with Company immediately prior to aChange in Control, or a change in Employee’s titles or offices as in effect immediatelyprior to a Change in Control;     (ii) reduction in Employee’s base salary or target bonus as in effect prior to theChange in Control; or     (iii) relocation of Employee’s principal office to a location more than 50 milesfrom Employee’s principal office prior to a Change in Control.     Section 3.03Severance Compensation .If Company terminates Employee pursuant toSection 3.01(b), or if Employee terminates his employment for Good Reason pursuant to Section3.02, Company shall: (i) pay (at Company’s regular pay intervals) to Employee the amount of histhen current base salary for the remainder of the Term, and (ii) continue to permit Employee toparticipate in all retirement, life and health insurance, disability and other similar benefitplans or programs of Company applicable to Employee or applicable generally to employees ofCompany, without charge for premiums as described in Section 1.03(d); provided, however,that in no event shall Company be obligated to make severance payments and provide benefits toEmployee for longer than six months following the date of the termination of Employee’s employmentwith Company.     Section 3.04Effect of Severance on Pay and Benefits. The severance pay and benefitsprovided for in this Section 3 shall be in lieu of any other severance or termination pay to whichEmployee may be entitled under any Company severance or termination plan, program, practice orarrangement. Employee’s entitlement to any other compensation or benefits (other than severance ortermination pay) shall be determined in accordance with Company’s executive benefit plans andother applicable programs, policies and practices then in effect.
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**ARTICLE IV. GENERAL PROVISIONS**     Section 4.01 Withholding of Taxes. Company may withhold from any amounts ofcompensation payable under this Agreement all federal, state, city or other taxes and withholdingsas shall be required pursuant to any applicable law, rule or regulation.     Section 4.02Notices. For purposes of this Agreement, all communications including,without limitation, notices, consents, requests or approvals, provided for herein shall be inwriting and shall be deemed to have been duly given when personally delivered or three businessdays after having been mailed by United States registered mail or certified mail, return receiptrequested, postage prepaid, addressed to Company (to the attention of the Secretary of Company) atits principal office, or to Employee at his principal residence as reflected in the records ofCompany, or to such other address as any party may have furnished to the other in writing and inaccordance herewith, except that notices of change of address shall be effective only uponreceipt.     Section 4.03Validity. It is not the intent of any party hereto to violate any public policyof any jurisdiction in which this Agreement may be enforced. If any provision of this Agreement orthe application of any provision hereof to any person or circumstances is held invalid,unenforceable or otherwise illegal, the remainder of this Agreement and the application of suchprovision to any other person or circumstances shall not be affected, and the provision so held tobe invalid, unenforceable or otherwise illegal shall be reformed to the extent (and only to theextent) necessary to make it valid, enforceable and legal.     Section 4.04 Entire Agreement. This Agreement supersedes any other agreements, oralor written, between the parties with respect to the subject matter hereof, and contain all of theagreements and understandings between the parties with respect to the employment of Employee byCompany. Any waiver or modification of any term of this Agreement shall be effective only if it isset forth in a writing signed by all parties hereto.     Section 4.05 Successors and Binding Agreement. This Agreement shall be binding uponand inure to the benefit of Company and any successor or permitted assignee of or to Company,including any successor or permitted assignee of Company pursuant to the Stock Purchase Agreement.This Agreement requires the personal services of Employee and shall not be assignable in whole orin part by Employee.     Section 4.06 Captions. The captions in this Agreement are solely for convenience ofreference and shall not be given any effect in the construction or interpretation of thisAgreement.     Section 4.07 Definitions. Capitalized terms used in this Agreement and not otherwisedefined or limited herein shall have the meaning ascribed to them in the Stock PurchaseAgreement.     Section 4.08 Counterparts. This Agreement may be executed in two or morecounterparts, each of which shall be deemed to be an original but all of which together willconstitute one and the same Agreement.     Section 4.09 Modification and Waiver. No provisions of this Agreement may bemodified, waived or discharged unless such waiver, modification or discharge is agreed to inwriting and signed by the parties hereto. No waiver by any party hereto at any time of any breach
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by another party hereto of, or compliance with, any condition or provision of this Agreement to beperformed by such other party shall be deemed a waiver of similar or dissimilar provisions orconditions at the same or at any prior or subsequent time.     Section 4.10Governing Law; Arbitration.     (a) This Agreement shall be governed by and construed and enforced in accordance withthe laws of the State of Tennessee without giving effect to the conflict of laws principlesthereof.     (b) Any controversy, claim or dispute arising from, out of or relating to this Agreement,or any breach thereof, including but not limited to any dispute concerning the scope of thisarbitration clause, claims based in tort or contract, claims for discrimination under federal,state orlocal law, and/or claims for violation of any federal, state or locallaw (“Claims”) shall beresolvedin accordance with the National Rules for the Resolution of Employment Disputes of theAmericanArbitration Association then in effect. Such arbitration shall take place in the greaterNashville,Tennessee metropolitan area. The arbitrator’s award shall be final and binding upon bothparties.     (c) A demand for arbitration shall be made within a reasonable time after the Claim hasarisen. In no event shall the demand for arbitration be made after the date when aninstitution oflegal and/or equitable proceedings based on such Claim would be barred by the applicablestatute oflimitations. Each party to the arbitration will be entitled to be represented by counsel andshall havethe right to subpoena witnesses and documents for the arbitration hearing. The arbitratorshall beexperienced in employment arbitration and licensed to practice law in the state of Tennessee.Thearbitrator shall have the authority to hear and grant a motion to dismiss and/ or motion forsummaryjudgment, applying the standards governing such motions under the Federal Rules of CivilProcedure. The arbitrator shall have the power to compel discovery consistent with theFederalRules of Civil Procedure.     (d) Except as otherwise awarded by the arbitrator, each party shall pay the fees of itsrespective attorneys, the expenses of its witnesses and any other expenses connected withpresenting its Claim or defense. Except as otherwise awarded by the arbitrator, other costsofarbitration, including arbitrator’s fees and expenses, any transcript costs or otheradministrative feesshall be paid equally by the parties.     (e) Employee acknowledges that his breach or threatened or attempted breach of anyprovision of Article II of this Agreement would cause irreparable harm to Company notcompensable in monetary damages and that Company shall be entitled, in addition to all otherapplicable remedies, to obtain a temporary and permanent injunction and a decree for specificperformance of the terms of Article II from a court of competent jurisdiction without beingrequiredto prove damages or furnish any bond or other security. The parties agree that Company’sseekingsuch equitable relief from a court of competent jurisdiction will not affect the agreement oftheparties to arbitrate all other matters concerning or arising from this Agreement. The partiesagreethat temporary injunctive relief may be entered by a court of competent jurisdiction pending ahearing in arbitration of any matter relating to or arising from this Agreement.
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The parties indicate their acceptance of the foregoing arbitration requirement by initialing below:     /s/ David Peterson   For Company For Employee     Section 4.11Severability. The provisions of this Agreement shall be deemed severableand the invalidity or unenforceability of any provision shall not affect the validity orenforceability of the other provisions hereof.     IN WITNESS WHEREOF, the parties hereto have executed this Agreement, effective as of theEffective Date set forth herein.   Private Business, Inc.: Employee:   /s/ G. Lynn Boggs /s/ David Peterson   G. Lynn Boggs, CEO David Peterson
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**ADDENDUM TO**