**EXHIBIT 10.64**

**PROMISSORY NOTE**

| **$68,846.46** | **January 3, 2002** |
|----------------|---------------------|

**          PATRICK G. JONES**(hereinafter referred to as “Debtor”), for value received, hereby promises to pay to the order of **PTEK HOLDINGS, INC**., aGeorgia corporation (hereinafter referred to as “Payee”), the principal sum of **SIXTY-EIGHT THOUSAND EIGHT HUNDRED FORTY-SIX AND 46/100 DOLLARS ($68,846.46)**on January 3, 2012, together with interest on the unpaid principal balanceat the rate of five and forty-six hundredths percent (5.46%)per annum, compounded annually. Any principal of or interest on this Note not paid when due shall bear interest after such due date until paid at the rate of seven and forty-six hundredthspercent (7.46%) per annum, and Debtor shall pay all costs of collection.  The principal hereof and the interest thereon are payable at 3399 Peachtree Road, The Lenox Building, Suite 600, Atlanta, Georgia 30326, or at such other place as Payeemay from time to time designate to Debtor in writing, in coin or currency of the United States of America.

**          Prepayment**. Debtormay, at any time and from time to time, prepay all or any portion of the principal of this Note remaining unpaid, without penalty or premium.  In the event Debtor sells any of the shares of $.01 par value common stock of Payee that are held byPayee pursuant to the Stock Pledge Agreement described below, Debtor shall prepay a portion of this Note in an amount equal to the after-tax proceeds received by Debtor from the sale of such shares. Prepayments shall be applied first to the paymentof accrued but unpaid interest on this Note and the balance to principal. 

**          Events of Default**.  If any of the following events(an “Event of Default”) shall occur and be continuing for any reason whatsoever (and whether such occurrence shall be voluntary or involuntary or come about or be effected by operation of law or otherwise), then this Note shall thereuponbe and become due and payable, without any further notice or demand of any kind whatsoever, all of which are hereby expressly waived:

          (a)          If Debtor defaults in the payment of principal or interest on this Note when and as the same shallbecome due and payable and such default continues for twenty (20) days after Debtor receives notice from Payee of such default; or

          (b)          If Debtor makes an assignment for the benefit of creditors or admits in writing his inability to payhis debts generally as they become due; or

          (c)          If an order, judgment ordecree is entered adjudicating Debtor bankrupt or insolvent; or

          (d)          If Debtorpetitions or applies to any tribunal for the appointment of a trustee or receiver of Debtor, or of any substantial part of the assets of Debtor, or commences any proceedings relating to Debtor under any bankruptcy, reorganization, arrangement,insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; or

          (e)          If any such petition or application is filed, or anysuch proceedings are commenced, against Debtor, and Debtor by any act indicates his approval thereof, consent thereto, or acquiescence therein, or an order is entered appointing any such trustee or receiver, or approving the petition in any suchproceedings, and such order remains unstayed and in effect for more than ninety (90) days.

**          Security. **This Note is secured bya pledge of shares of $.01 par value common stock of Payee pursuant to that certain Stock Pledge Agreement by and between Payee and Debtor of even date herewith, which shares were received by Payee pursuant to that certain Restricted Stock AwardAgreement by and between Payee and Debtor dated December 28, 2001.

**          Waiver**.  Any failure on the part of Payee at any time torequire the performance by Debtor of any of the terms or provisions hereof, even if known, shall in no way affect the right thereafter to enforce the same, nor shall any failure of Payee to insist on strict compliance with the terms and conditionshereof be taken or held to be a waiver of any succeeding breach or of the right of Payee to insist on strict compliance with the terms and conditions hereof.

**          Time**.  Time is of the essence.

          **Notices**.  All notices, requests, demands and other communications to Debtor hereunder shall be in writing and shall be deemed to have been duly given anddelivered when delivered in person, when mailed postage prepaid by registered or certified mail with return receipt requested, or when delivered by overnight delivery service to 155 Helmsley Drive, Atlanta, Georgia 30327, or to such other address asDebtor may designate to Payee in writing.

**          Applicable Law**.  This Note shall be governed by, and enforced and interpreted inaccordance with, the laws of the State of Georgia.

**          IN WITNESS WHEREOF**, Debtor has executed this Note under seal as of the datefirst set forth above.

 

/s/ PATRICK G. JONES

(L.S.)

 

 

 

**Patrick G. Jones**

 

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