EXERCISABLE ON OR BEFORE 5:00 P.M., NEW YORK TIME, on January 20, 2014

Exhibit 10.6

THIS WARRANT HAS OR AS APPLICABLE, THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED, NOR WILL ANY ASSIGNEE OR ENDORSEE HEREOF BE RECOGNIZED AS AN OWNER OR HOLDER HEREOF BY THE COMPANY FOR ANY PURPOSE, UNLESS AND UNTIL THIS WARRANT IS REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

EXERCISABLE ON OR BEFORE
5:00 P.M., NEW YORK TIME, on
January 20, 2014

No. W-3

AMENDED AND RESTATED WARRANT CERTIFICATE

                    This Warrant Certificate amends and restates in its entirety that certain warrant certificate originally issued on December 9, 2005, and certifies that, for value received, Lightyear PBI Holdings, LLC having an address at 375 Park Avenue, New York, New York 10152 (“Holder”), is the registered holder of warrants (the “Warrants”) to purchase, at any time and from time to time beginning at 12:01 A.M., New York time, on June 9, 2007 until 5:00 P.M., New York time, on January 20, 2014, up to 1,893,939 fully-paid and non-assessable shares (subject to adjustment in certain events) of Common Stock, no par value (“Common Stock”), of PRIVATE BUSINESS, INC., a Tennessee corporation (the “Company”), at the exercise price per share of $1.32, subject to adjustment in certain events (the “Exercise Price”), upon surrender of this Warrant Certificate, together with the attached Form of Election to Purchase duly executed, and payment of the Exercise Price at the principal office of the Company, but subject to the terms and conditions set forth herein and in the Amended and Restated Warrant Agreement dated as of January 23, 2006 between the Company and the Holder (the “Warrant Agreement”).  Notwithstanding the foregoing, upon a Change in Control (as defined in the Warrant Agreement), the Warrant shall become immediately exercisable.  Payment of the Exercise Price shall be made, at the option of the Holder (i) in cash, (ii) by wire transfer payable to the order of the Company, (iii) on a net basis, such that without the exchange of any funds, the Holder receives that number of Warrant Shares that would otherwise be issuable upon a cash exercise of this Warrant less that number of Warrant Shares having a current market price (as defined in paragraph 3(b) of the Warrant Agreement) equal to the aggregate Exercise Price that would otherwise have been paid by such holder for the number of Warrant Shares with respect to which this Warrant is being exercised or (iv) through a redemption of the Company’s Series C Preferred Stock, no par value, issued the date hereof (the “Series C Shares”) pursuant to the Company’s Series C Designations of Preferences (the “Series C Designations”), such holder receives (a) that number of Warrant Shares determined by dividing (x) the aggregate Series C Liquidation Payment (as defined in the Series C Designations) that would be payable upon a Liquidating Event (as defined in the Series C Designations) for each of the Series C Shares that are so redeemed (which amount shall not exceed the amount that would result in the issuance of that number of Warrant Shares that remain available for exercise pursuant to this Warrant Agreement) by (y) the Exercise Price.

i