INCENTIVE STOCK OPTION AGREEMENT
THIS AGREEMENT ("Agreement"), entered into as of the Grant Date (as defined in paragraph 1), by and
between the Participant and PRIVATE BUSINESS, INC., a Tennessee corporation (the "Company").
WHEREAS, the Company maintains the Private Business, Inc. 2004 Equity Incentive Plan (the "Plan"), which is
incorporated into and forms a part of this Agreement, and the Participant has been selected by the committee
administering the Plan (the "Committee") to receive an Incentive Stock Option under the Plan;
NOW, THEREFORE, IT IS AGREED, by and between the Company and the Participant, as follows:
1. TERMS OF AWARD. The following terms used in this Agreement shall have the meanings set forth in this
(a) The "Participant" is Henry M. Baroco.
(b) The "Grant Date" is August 4, 2004.
(c) The "Covered Shares" are shares covered by this award and the number of Covered Shares shall be 100,000
shares of Stock.
(d) The "Exercise Price" is $1.83 per share.
Other terms used in this Agreement are defined pursuant to paragraph 10 or elsewhere in this Agreement.
2. AWARD AND EXERCISE PRICE. This Agreement specifies the terms of the option (the "Option") granted
to the Participant to purchase the number of Covered Shares of Stock at the Exercise Price per share as set forth
in paragraph 1. The Option is intended to constitute an "incentive stock option" as that term is used in section 422
of the Internal Revenue Code of 1986, as amended (the "Code"). To the extent that the aggregate Fair Market
Value (determined at the time of grant) of Shares with respect to which Incentive Stock Options are exercisable
for the first time by the Participant during any calendar year under all plans of the Company and its Subsidiaries
exceeds $100,000, the options or portions thereof which exceed such limit (according to the order in which they
were granted) shall be treated as Non-Qualified Stock Options. It should be understood that there is no