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EXHIBIT 10.91
WAIVER
WAIVER dated as of October 23, 2006 by and between Charles F.
Mitchell, a
Louisiana resident ("Mitchell"), and Sedona Corporation, a
corporation organized
under the laws of the Commonwealth of Pennsylvania (the
"Company").
WHEREAS, on March 28, 2006 Mitchell and the Company executed a
binding Term
Sheet whereby Mitchell agreed to provide the Company with Three
Hundred Thousand
and 00/100 Dollars ($300,000.00) of working capital financing (the
"First
Loan"); and
WHEREAS, the First Loan was evidenced by a convertible promissory
note
dated March 30, 2006 in the principal amount of First Loan
(collectively the
"First Note"), which note grants Mitchell the option to convert all
or part of
the outstanding balance of such note into shares of the Company at
a conversion
price of $0.25 per share; and
WHEREAS, the Company and Mitchell 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, the First Loan Agreement and First Note were replaced on
May 31,
2006 by new a loan (the "Second Loan") agreement (the "Second Loan
Agreement"),
and a new convertible note (the "Second Note") which changed the
conversion
price of the Second Loan from $0.25 per share to $.20 per share;
and
WHEREAS, pursuant to a refinancing of certain loans made by David
R. Vey
("Vey") to the Company, the Compa
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