SECURED CONVERTIBLE NOTE

EXHIBIT 10.115

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS. IT MAY NOT BE CONVERTED, 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.

SECURED CONVERTIBLE NOTE

FOR VALUE RECEIVED, the undersigned, SEDONA CORPORATION, a Pennsylvania corporation, promises to pay to the order of Vey Associates Incorporated, with the address of 11822 Justice Avenue Suite B-6, Baton Rouge, Louisiana 70816, the principal sum of up to TWO MILLION TWO HUNDRED FIFTY THOUSAND dollars ($2,250,000.00), or so much thereof as shall have been advanced by the Holder to the Maker and then be outstanding pursuant to the terms of a certain Loan and Refinancing Agreement between Maker and Holder of even date herewith, 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 the outstanding balance (as defined herein) shall be paid in full; provided that Holder shall be entitled, at any time that sums due pursuant to this Note are outstanding, to convert the then Outstanding Balance (as defined herein), or part thereof, into shares of Common Stock at a price of $0.05 per share .

     1.  Definitions. The following definitions are applicable to the words, phrases or terms used in this Note.

          (a) The term “ Common Stock ” shall mean the Maker’s common stock, par value $0.001 per share.

          (b) The term “ Conversion Price ” shall mean $0.05 per share of Common Stock.

          (c) The term “ Effective Date ” shall refer to December 31, 2008.

          (d) The term “ Holder ” shall mean and include such owner or holder and all heirs, successors and assigns of any owner or holder of this Note.

          (e) The term “ Maker ” shall mean and include all makers, co-makers and other parties signing of this Note and their successors and assigns, and the use of the plural number shall include the singular, and vice versa, and the use of any gender shall include all genders.

          (f) The term “ Maturity ” shall mean the date on which this Note shall be due and payable in full, which date shall be January 4, 2010, unless theretofore converted.

          (g) The term “ Note ” shall refer to this instrument.

          (h) The term “ Notice of Exercise ” shall mean the Notice of Exercise substantially in the form of Exhibit A attached hereto.

          (i) The term “ Oak Harbor ” shall mean Oak Harbor Investment Properties. LLC.

          (j) The term “ Shares ” shall mean all shares of Common Stock or other securities issued or issuable pursuant to the Notice of Exercise.

          (k) The term “ Vey ” shall mean David R. Vey.

     2.  Payment Terms. The Maker shall be obligated to make one payment of all outstanding principal and unpaid interest due thereon at Maturity, unless converted. 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 fails to pay any invoice or other sum which may be due and payable to Holder, Vey, or Oak Harbor under certain promissory notes issued in their favor by the Maker, when due or required, according to the terms thereunder, unless prior written waiver has been granted to Maker by Holder, Vey, or Oak Harbor.

          (c) In the event Maker has received notice of default on any financial obligation of Maker in excess of One Hundred Thousand Dollars ($100,000.00) which remains uncured for a ten (10) day period.

     4.  Acceleration of Maturity. Upon the happening of any Event of Default, the Outstanding Balance (as defined herein) shall, at the option of the Holder, become immediately due and payable.

     5.  Security . The obligation of the Maker pursuant to this Note is secured by a lien and security interest in the collateral of the Maker as specifically set forth in a Security Agreement of even date herewith (the “Security Agreement”).

     6.  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 excess of the maximum lawful amount, an amount equal to any excessive interest shall be applied to the reduction of the principal of this Note and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of the Note such excess shall be refunded to Maker. All interest paid or agreed to be paid to Holder shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full period until payment in full of the principal of the Note (including the period of any renewal or extension thereof) so that interest thereon for such full period shall not exceed the maximum amount permitted by applicable law.

     7.  Remedies; Nonwaiver. Failure of Holder to exercise any right or remedy available to Holder upon the occurrence of an Event of Default hereunder shall not constitute a waiver on the part of Holder of the right to exercise any such right or remedy for that Event of Default or any subsequent Event of Default. The exercise of any remedy by Holder shall not constitute an election of any such remedy to the exclusion of any other remedies afforded Holder at law or in equity, all such remedies being nonexclusive and cumulative. If an Event of Default occurs under this Note and this Note is referred to an attorney at law for collection, Maker agrees to pay all costs incurred by Holder incident to collection up to a limit of 10% of the unpaid principal balance, including but not limited to reasonable attorney fees, enforceable as a contract of indemnity, plus all court costs.

     8.  Waivers. The Maker (i) waives presentment, protest and demand, (ii) waives notice of protest, demand, dishonor and nonpayment of this Note, and (iii) expressly agrees that this Note may be renewed in whole or in part, or any nonpayment hereunder may be extended, or a new note of different form may be substituted for this Note or changes may be made in consideration of the extension of the Maturity date hereof, or any combination thereof, from time to time, but, in any singular event or any combination of such events, Maker will not be released from liability by reason of the occurrence of any such event, nor shall Holder hereof be deemed by the occurrence of any such event to have waived or surrendered, either in whole or in part, any right it otherwise might have.

     9.  Option to Convert Note into Stock.

          (a) Holder shall have the right and option (the “Conversion Right”) to convert the unpaid principal balance of this Note or any part thereof, together with all accrued and unpaid interest (the “Outstanding Balance”), into shares of Common Stock The number of Shares to be delivered on conversion shall be equal to the amount of the then Outstanding Balance divided by the Conversion Price, as adjusted, in compliance with the terms contained in Section 10 hereof.

          (b) Maker shall use its best efforts to effectuate a registration statement for all Shares that may be issued under this Note within 120 days of the Effective Date.

     10.  Anti-Dilution.

     (a) The Conversion Price shall be protected by the anti-dilution provisions set forth in this Section 10, provided that such anti-dilution shall not apply with respect to: (a) Maker’s grant of restricted stock to employees or directors (whether granted prior to or after the Effective Date) pursuant to the terms and conditions of the Maker’s 2000 Incentive Stock Option Plan; (b) Maker’s grant of stock options to employees or directors or the exercise of stock options (whether granted prior to or after the Effective Date) by current, future, or past employee’s or directors of the Maker; (c) the issuance of shares for a consideration greater than the Conversion Price in effect on the date of, and immediately prior to, such issuance, or (d) an issuance of shares for which the Holder gives a written waiver of such adjustment.

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