EXECUTIVE EMPLOYMENT AGREEMENT OF
HENRY M. BAROCO
This Executive Employment Agreement ("AGREEMENT") is entered into between PRIVATE BUSINESS,
INC., a Tennessee corporation ("COMPANY"), and HENRY M. BAROCO, a resident of Georgia
("EXECUTIVE"), executed as of August 10, 2001 and effective as of the Effective Date (as defined below). The
Company and the Executive are sometimes referred to herein as the "PARTIES."
1. Introduction. Pursuant to an Agreement and Plan of Merger between the Company, Towne Services, Inc., and
Towne Acquisition Corporation, a wholly owned subsidiary of the Company, as of the date of the consummation
of the merger contemplated by such Agreement and Plan of Merger, Towne Acquisition Corporation will merge
with and into Towne Services, Inc. (the "EFFECTIVE DATE"). The Company desires to employ Executive and
the Executive desires to be employed by the Company as of the Effective Date. Accordingly, the Company and
the Executive intend by this Agreement to specify the terms and conditions of the Executive's employment
relationship with the Company.
2. Employment. As of the Effective Date, the Company hereby employs the Executive and the Executive hereby
accepts employment with the Company upon terms and conditions set forth herein.
3. Duties and Responsibilities.
3.1 Extent of Service. The Executive shall, during the term of this Agreement, devote such of his entire time,
attention, energies and business efforts to his duties as an executive of the Company as are reasonably necessary
to carry out his duties specified in Paragraph 3.2 below. The Executive shall not, during the term of this
Agreement, engage in any other business activity (whether or not such business activity is pursued for gain, profit
or other pecuniary advantage) if such business activity would impair the Executive's ability to carry out his duties
hereunder. This Paragraph 3.1, however, shall not be construed to prevent the Executive from investing his
personal assets as a passive inv