Prepared and filed by St Ives Burrups





EXHIBIT 10.58

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

	$200,000.00	 	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 Two Hundred Thousand Dollars ($200,000.00), 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 November 18, 2005.

			 	 
			
(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 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, pro-rated, 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.



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  6.      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, including but
        not limited to reasonable attorney fees (such fees not to exceed ten
        percent (10%) of the then outstanding principal balance of the Note),
        enforceable as a contract of indemnity, plus all court costs and other
        expenses incurred at or prior to trial and in connection with any and
        all appeals.

  7.      Waivers.
      The Maker, endorsers, sureties and guarantors hereof, if any, severally
      (i) waive presentment, protest and demand, (ii) waive notice of protest,
      demand, dishonor and nonpayment of this Note, and (iii) expressly agree
      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, neither Maker
      nor any endorser, surety or guarantor will 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.

  8.      Option
        to Convert Note Into Stock.




  (a)      Holder
      shall have the sole right and option to convert (the “Conversion Right”)
      the unpaid principal balance of this Note, together with all accrued and
      unpaid interest, into shares of Maker’s voting common stock (the “Shares”)
      having all rights inherent in common stock under the Maker’s Articles
      of Incorporation and Bylaws in effect as of the date hereof (the “Option”).
      The number Shares to be paid on conversion of the principal balance shall
      be 1,000,000.

  (b)      Maker
      shall file a registration statement to register for resale under the Securities
      Act of 1933, as amended (the “Securities Act”) all Shares that
      may be issued under subsections of this Note. The Registration statement
      for Conversion of Common Stock shall be filed within ninety (90) days of
      Conversion.




  9.      Mechanics
        of Conversion. Before the Holder shall be entitled to convert this
        Note into Shares, the Holder shall surrender this Note, duly endorsed,
        at the office of the Maker, and shall give written notice to the Maker
        at its principal corporate office of the election to convert the same
        and shall state therein the name or names in which the certificate or
        certificates for the Shares are to be issued (the “Notice of Conversion”).
        The Maker shall, promptly thereafter, issue and deliver to such persons
        at the address specified by the holder, a certificate or certificates
        for the Shares to which the Holder is entitled. Such conversion shall
        be deemed to have been made immediately prior to the close of business
        on the date of surrender of this Note, and the persons entitled to receive
        the Shares issuable upon such conversion shall be treated for all purposes
        as the record holder or holders of such Shares as of such date. No fractional
        shares shall be issued upon conversion of this Note and the number of
        Shares to be issued shall be rounded down to the nearest whole share.



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  10.      Prepayment.
      The Maker may prepay any part of or the entire balance of this Note without
      penalty however the Maker grants the Holder the right to convert this note
      to Company Common Stock within 5 days after notice by Company of intent
      to prepay this Note.

  11.      Controlling
        Law. This Note shall be governed by and construed in accordance with
        the laws of the Commonwealth of Pennsylvania (other than its conflict
        of laws principles) and the provisions of applicable federal law.

  12. Shareholder Status.
      Nothing contained in this Note shall be construed as conferring upon the
      Holder the right to vote or to receive dividends or to consent or to receive
      notice as a shareholder in respect of any meeting of shareholders for the
      election of directors of the Maker or of any other matter, or any rights
      whatsoever as a shareholder of the Maker prior to conversion hereof.

  13.      Notices.
      Any notice required or permitted under this Note shall be in writing and
      shall be deemed to have been given on the date of delivery, if personally
      delivered or delivered by courier, overnight express or other method of
      verified delivery, to the party to whom notice is to be given, and addressed
      to the addressee at the address of the addressee set forth herein, or the
      most recent address, specified by written notice, given to the sender pursuant
      to this paragraph.

        EFFECTIVE
      as of the 18th day of November, 2004.



	 	 	 	 	 	 	 	 	               


	Maker’s Address:	 	Maker:
	1003 W. 9th Avenue	 	SEDONA CORPORATION
	2nd Floor	 	 	 	 	 
	King of Prussia, PA 19406	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	 	 	

    
	 	 	 	 	 	Marco A. Emrich
	 	 	 	 	 	Chief Executive Officer
	 	 	 	 	 	 
	 	 	 	By:	 	 
	 	 	 	 	 	

    
	 	 	 	 	 	Anita M. Primo
	 	 	 	 	 	Chief Financial Officer
	 	 	 	 	 	Date: 11-18-04


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