**EXHIBIT 10.92**

 

**PROMISSORY NOTE**

 

 

**JEFFREY A. ALLRED**(hereinafter referred to as “Debtor”), for value received, hereby promises to pay to the order of **PTEK HOLDINGS, INC.**, a Georgia corporation (hereinafter referred to as “Payee”), the principal sum of **THIRTY-TWOTHOUSAND ONE HUNDRED FIFTY-THREE AND 74/100 DOLLARS****($32,153.74)** on April 12, 2012, together with interest on the unpaid principal balance at the rate of five and sixty-two hundredths percent (5.62%) per annum, compounded annually. Anyprincipal 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 sixty-two hundredths percent (7.62%) per annum, and Debtor shall pay all costs of collection. The principal hereofand the interest thereon are payable at 3399 Peachtree Road, The Lenox Building, Suite 600, Atlanta, Georgia 30326, or at such other place as Payee may from time to time designate to Debtor in writing, in coin or currency of the United States ofAmerica. 

 

**Prepayment**. Debtor may, at any time and fromtime 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 by Payee pursuant to the StockPledge 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 payment of accrued but unpaidinterest on this Note and the balance to principal. 

 

**Eventsof 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 lawor otherwise), then this Note shall thereupon be 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 shall become due andpayable 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 pay his debts generally as they become due; or

 

(c) If an order, judgment or decree is entered adjudicatingDebtor bankrupt or insolvent; or 

 

(d) If Debtor petitions orapplies 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 any such 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 such proceedings, and such order remains unstayed and ineffect for more than ninety (90) days. 

 

**Security.** ThisNote is secured by a pledge of shares of $.01 par value common stock of Payee pursuant to that certain Stock Pledge Agreement by and between Payee and Debtor dated January 3, 2002, as amended, which shares were received by Payee pursuant to thatcertain Restricted Stock Award Agreement by and between Payee and Debtor dated December 28, 2001. 

 

**Waiver**. Any failure on the part of Payee at any time to require 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 conditions hereof be taken or held to be a waiver of any succeeding breach or of the right of Payee toinsist 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 and delivered when delivered in person, when mailed postage prepaid by registered or certified mail withreturn receipt requested, or when delivered by overnight delivery service to 100 Inman Circle, Atlanta, Georgia 30309, or to such other address as Debtor may designate to Payee in writing. 

 

**Applicable Law**. This Note shall be governed by, and enforced andinterpreted in accordance with, the laws of the State of Georgia. 

 

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

 

/s/ Jeffrey A. Allred                                    

Jeffrey A. Allred
 (L.S.)
 

 

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