MUTUAL SEPARATION AGREEMENT WITH
WAIVER AND RELEASE OF ALL CLAIMS
1. Parties. This Mutual Separation Agreement with Waiver and Release of All Claims ("AGREEMENT") covers
all understandings between KEVIN M.
MCNAMARA (hereinafter "EMPLOYEE") and PRIVATE BUSINESS, INC. (hereinafter
"CORPORATION") relating to Employee's separation from employment with the Corporation. Except for
continuing obligations under the Employment Agreement (as defined below), that certain Indemnification
Agreement, dated as of October 31, 1999, by and between Employee and the Corporation, and the Stock
Option Agreements referenced in Section 5 below, no other expressed, implied, written or oral agreement
between Employee and the Corporation relating to Employee's separation from employment with the
Corporation will have any effect unless it is in writing and is signed and dated by both parties after the date of this
2. Separation Date. Employee's separation from employment with the Corporation is effective on February 1,
2001 (the "SEPARATION DATE"). After that date, except for any earned but unpaid compensation for his
services as an employee prior to the Separation Date (including, but not limited to, salary and vacation pay), the
only payments, benefits or other things of value that Employee will be entitled to receive directly from the
Corporation with respect to his employment by the Corporation are those set forth in this Agreement.
3. Effect on Employment Agreement. Employee and Corporation acknowledge and agree that both parties are
subject to a certain Amended and Restated Employment Agreement effective October 31, 1999 (the
"EMPLOYMENT AGREEMENT") and that such Employment Agreement shall terminate effective February 1,
2001, except that the provisions of the Employment Agreement intended to survive the termination shall survive
and shall be enforceable as written.
4. Severance Payment. In exchange for the promises that Employee makes in this Agreement, the Corp