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<PAGE>
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE "ACT")
OR ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE SOLD,
OFFERED FOR SALE,
PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION
STATEMENT IN EFFECT
WITH RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF
COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT
REQUIRED.
CONVERTIBLE NOTE
----------------
$75,000.00 King of Prussia, Pennsylvania
FOR VALUE RECEIVED, the undersigned, SEDONA CORPORATION, a
Pennsylvania
Corporation ("Maker"), promises to pay to David R. Vey
("Holder"), with the
address of 11822 Justice Avenue Suite B-6 Baton Rouge, Louisiana
70816, the
principal sum of Seventy-Five Thousand Dollars ($75,000.00),
together with
interest thereon at the rate of eight percent (8%) per annum
from the date
hereof until the earlier of Maturity or the date upon which the
unpaid balance
shall be paid in full (the or this "Note").
1. Definitions. The following definitions are applicable to the
words,
phrases or terms used in this Note.
(a) The term "Average Daily Price" shall mean the average
of the high and low sales price of a share of the
Maker's common stock as reported by the Principal
Market.
(b) The term "Common Stock" shall mean the Maker's common
stock, par value $0.001 per share.
(c) The term "Holder" shall mean and include all
successors and assigns of any owner or holder of this
Note.
(d) The term "Maker" shall mean and include all makers,
co-makers and other parties signing on the face of
this Note and their successors and assigns, and the
use of the plural number shall include the singular,
and vice versa.
(e) The term "Maturity" shall mean the date on which this
Note shall be due and payable in full, which date
shall be April 14, 2006.
(f) The term "Principal Market" shall mean the American
Stock Exchange, the New York Stock Exchange, the
Nasdaq National Market, the Nasdaq Small Cap Market
or the OTC Bulletin Board, whichever is at the time
the principal trading exchange or market for the
Common Stock, based upon share volume.
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2. Terms of Payment. The Note shall be paid in full, as to
principal
and any unpaid interest, on or before Maturity. Such Maturity
may be extended by
mutual consent of the Holder and the Company. Holder shall have
the right to
convert the principal balance of the Note and accrued interest
into Common Stock
at any time. Unless otherwise designated in writing, mailed or
delivered to
Maker, the place for payment of the indebtedness evidenced by
this Note shall be
the Holder's principal address as noted above. Payments received
on this Note
shall be applied first to accrued interest, and the balance to
principal.
3. Events of Default. The following shall constitute an Event
of
Default:
(a) In the event Maker shall fail (i) to pay any sums due
hereunder when due, or (ii) to observe or perform any term,
condition, covenant,
representation or warranty set forth herein, when due or
required, or within any
period of time permitted thereunder for cure of any such default
or
non-performance.
(b) In the event Maker shall fail to pay any invoice or
other
sum, which may be due and payable to Holder, when due or
required, according to
the terms thereunder unless prior written waiver has been
granted to Maker by
Holder.
4. Acceleration of Maturity. Upon the happening of any Event
of
Default, the unpaid principal and interest due Holder shall, at
the option of
the Holder, become immediately due and payable.
5. Limitation on Interest. In no contingency, whether by reason
of
acceleration of the Maturity of this Note or otherwise, shall
the interest
contracted for, charged or received by Holder exceed the maximum
amount
permissible under applicable law. If, from any circumstance
whatsoever, interest
would otherwise be payable to Holder in excess of the maximum
lawful amount, the
interest payable to Holder shall be reduced to the maximum
amount permitted
under applicable law; and, if from any circumstance the Holder
shall ever
receive anything of value deemed interest by applicable law in
e
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