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

Exhibit 10.4

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-2

WARRANT CERTIFICATE

                    This Warrant Certificate 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 after the date hereof until 5:00 P.M., New York time, on January 20, 2014, up to 1,893,940 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 Warrant Agreement dated as of December 9, 2005 between the Company and the Initial Holder (the “Warrant Agreement”).  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 reduction in the aggregate principal amount of the Company’s Senior Subordinated Note Due 2010, dated the date hereof (the “Note”), such that without the exchange of any funds, such holder receives (a) that number of Warrant Shares determined by dividing (x) the aggregate principal reduction of the Note (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, together with a replacement note having equivalent terms as the Note but having a principal amount equal to the principal amount plus accrued interest outstanding under the Note prior to such exchange minus the dollar amount 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 such Warrant is being exercised.