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EXHIBIT 10.90
WAIVER
WAIVER dated as of October 23, 2006, by and between William W.
Rucks, a
Louisiana resident ("Rucks"), and Sedona Corporation, a corporation
organized
under the laws of the Commonwealth of Pennsylvania (the
"Company").
WHEREAS, on July 1, 2005, Rucks and the Company executed a binding
Term
Sheet whereby Rucks agreed to provide the Company with One Million
and 00/100
Dollars ($1,000,000.00) of working capital financing (the "First
Loan"); and
WHEREAS, the First Loan was evidenced by the following
convertible
promissory notes: (i) a note dated July 1, 2005 in the principal
amount of Two
Hundred Fifty Thousand and 00/100 Dollars ($250,000.00); (ii) a
note dated
August 2, 2005 in the principal amount of Two Hundred Fifty
Thousand and 00/100
Dollars ($250,000.00); and (iii) a note dated September 30, 2005 in
the
principal amount of Five Hundred Thousand and 00/100 Dollars
($500,000.00)
(collectively the First Notes"), which notes grant Rucks the option
to convert
all or part of the outstanding balance of each of such notes into
shares of the
Company at a conversion price of $0.18 per share; and
WHEREAS, the Company and Rucks also entered into a Loan Agreement
which set
forth certain terms and conditions of the First Loan, including but
not limited
to anti dilution protection for the conversion price (the "First
Loan
Agreement"); and
WHEREAS, on March 31, 2006, Rucks agreed to provide the Company
with an
additional Three Hundred Thousand and 00/100 dollars ($300,000.00)
of working
capital financing (the "Second Loan"), evidenced by a convertible
promissory
note in such amount which grants Rucks the option to convert all or
part of the
outstanding balance into shares of the Company at a price of $0.25
per share
(the "Second Note"); and
WHEREAS, pursuant to the Second Loan, the Company and Rucks ent
