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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 March 25, 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 exce
