INTERCREDITOR AGREEMENT

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                                  EXHIBIT 10.86
                             INTERCREDITOR AGREEMENT

          INTERCREDITOR AGREEMENT, dated as of October 23, 2006, between David
R. Vey, an individual ("Vey"), and Oak Harbor Investment Properties, L.L.C., a
Louisiana limited liability company ("Oak Harbor").

          WHEREAS, Oak Harbor has extended loan, to Sedona Corporation
("Sedona"), as evidenced by a certain promissory note of dated August 17, 2006
herewith from Sedona to Oak Harbor in the principal sum of ONE MILLION FORTY
THOUSAND FOUR HUNDRED TWO and 22 /100 Dollars ($1,040.402.22), (the "Oak Harbor
Note"), which note is secured by a first priority lien and pledge of Receivables
and certain other assets of Sedona pursuant to the terms and provisions of an
Amended and Restated Security Agreement of even date herewith between Sedona and
Oak Harbor (the "Oak Harbor Security Agreement"); and

          WHEREAS, Vey has also extended loans to Sedona evidenced by: (i) a
convertible promissory note of even date herewith in the aggregate principal sum
of TWO MILLION SIX HUNDRED NINETY ONE THOUSAND TWO HUNDRED SIXTY THREE and
36/100 Dollars ($2,691,263.36) (the "Convertible Note"); and (ii) a promissory
note of even date herewith in the principal sum of ONE MILLION TWO HUNDRED
THIRTEEN THOUSAND NINE HUNDRED FIFTY TWO and 81/100 Dollars ($1,213,952,81) (the
"Bridge Note), which such notes are secured by a subordinate lien and pledge of
the Receivables and certain other assets of Sedona pursuant to the terms of the
Vey Security Agreement; and

          WHEREAS, Vey has also extended loans and has made sums available to
Sedona pursuant to the terms of a revolving promissory note of September 26,
2006 herewith from Sedona to Vey, (the "Revolving Note") in the maximum
principal amount of FIVE HUNDRED THOUSAND and 00/100 Dollars ($500,000.00) (the
"Line of Credit"), which note is secured by a subordinate lien and pledge of the
Receivables and certain other assets of Sedona pursuant to the terms of a
Security Agreement of even date herewith between Sedona and Vey (the "Vey
Security Agreement"); and

          WHEREAS, in order to induce Vey to extend the Line of Credit to
Sedona, Sedona has agreed to repay the advances made under the Revolving Note
from the proceeds of the Receivables, and

          WHEREAS, Oak Harbor has consented to the distribution of the proceeds
of the Receivables to Vey pursuant to the Revolving Notes;

          NOW THEREFORE, in consideration of the foregoing and the mutual
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:

          Section 1. CERTAIN DEFINED TERMS. As used in this Agreement, the
following capitalized terms shall have the meanings respectively assigned to
them below.

          "AGREEMENT" shall mean this Intercreditor Agreement, as the same may
          be amended, supplemented, modified, amended or restated from time to
          time in the manner provided herein.
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          "NOTES" shall collectively mean the Oak Harbor Note, the Revolving
          Note, the Convertible Note and the Bridge Note.

          "RECEIVABLES" shall mean accounts, accounts receivable, rights to
          receive payment existing or hereafter arising and all rights, remedies
          and privileges additions and accessions to the foregoing, and all
          increases, substitutions, replacements and substitutions thereof and
          all cash and non-cash proceeds and products of the foregoing, whether
          now owned or hereafter, acquired or created by Sedona, including but
          not limited to those resulting from the sale, exchange, collection or
          other disposition of Sedona's inventory or assets, along with the
          proceeds from any future sales of debt or equity securities of Sedona,
          less any costs or expenses incurred with respect to the collection of
          the sums owed to Sedona.