**EXHIBIT 10. 61**

**STOCK PLEDGE AGREEMENT**

**          THIS STOCK PLEDGE AGREEMENT** is made and entered into as of the 3rd day of January, 2002, by and between **THEODORE P. SCHRAFFT**(the “Pledgor”)and **PTEK HOLDINGS, INC.,** Georgia corporation (the “Secured Party”).

**W I T N E S S E T H:**

**          WHEREAS,** the Pledgor has been granted 82,456 shares of the $.01 par value common stock (the “Shares”) of Secured Party pursuant to that certainRestricted Stock Award Agreement dated December 28, 2001 (the “RSA Agreement”); and

          **WHEREAS,** in connection with suchgrant, Pledgor has delivered a Promissory Note of even date herewith (the “Note”) to the Secured Party in the principal amount of $72,453.28; and

          **WHEREAS,** to secure the payment of all obligations of the Pledgor under the Note, the Pledgor has agreed to pledge to the Secured Party, and to grant theSecured Party a security interest in, all of the Shares;

          **NOW, THEREFORE,** for and in consideration of the premises and theagreements and covenants contained herein, the parties hereto agree as follows:

          **1.          Security Interest.**  The Pledgor hereby unconditionally grants and assigns to the SecuredParty, its successors and assigns, a continuing security interest in and security title to the Shares.  The Pledgor has delivered to and deposited with the Secured Party certificates representing the Shares and stock powers endorsed in blank,as security for payment of (i) all obligations of the Pledgor to the Secured Party under the Note, and any extension, renewal, amendment or modification thereof, and (ii) all obligations of the Pledgor to the Secured Party hereunder. Beneficialownership of the Shares, including, without limitation, all voting, consensual and dividend rights, shall remain in the Pledgor until the occurrence of a Default pursuant to Section 3 hereof.

**          2.          Representation and Warranty.**   The Pledgor hereby represents and warrants to theSecured party that except for the security interest created hereby, the Pledgor owns the Shares free and clear of all liens, claims and encumbrances, and has the unencumbered right to pledge the Shares, subject to the terms and conditions of the RSAAgreement. 

          **3.          Default.**  Upon the occurrence of an Event ofDefault under the Note, or if the Pledgor shall fail to perform or observe any provision of this Agreement and such failure shall continue for thirty (30) days after notice is given by the Secured Party to the Pledgor of such failure (any of suchoccurrences being hereinafter referred to as a “Default”), the Secured Party shall be entitled, without limitation, to exercise the following rights, which the Pledgor hereby agrees to be commercially reasonable:

          (a)          to receive all amounts payable in respect of theShares otherwise payable to the Pledgor, and to exercise all of the rights, powers and remedies of the Pledgor with respect to such payments;

          (b)          to transfer all or any part of the Shares into the Secured Party’s name or the name of its nomineeor nominees;

          (c)          to vote all or any part of the Shares (whether or nottransferred into the name of the Secured Party) and give all consents, waivers and ratifications in respect of the Shares and otherwise act with respect thereto as though it were the outright owner thereof;

          (d)          at any time or from time to time to sell, assign and deliver, or grant options to purchase, all or anypart of the Shares in one or more blocks, or any interest therein, at any public or private sale at any exchange or elsewhere, without demand of performance, advertisement or notice of intention to sell or of the time or place of sale or adjournmentthereof (all of which are hereby expressly and irrevocably waived by the Pledgor), for cash, on credit or for other property, for immediate or future delivery without any assumption of credit risk, and for such price or prices and on such terms asthe Secured Party in its sole discretion may determine; the Pledgor agrees that to the extent that notice of sale shall be required by law that at least five (5) business days’ notice to the Pledgor of the time and place of any public sale orthe time after which any private sale is to be made shall constitute reasonable notification; the Secured Party shall not be obligated to make any sale of the Shares regardless of notice of sale having been given; the Secured Party may adjourn anypublic or private sale from time to time by announcement at the time and place fixed therefor, and any such sale may, without further notice, be made at the time and place to which it was so adjourned; the Pledgor hereby waives and releases to thefullest extent permitted by law any right or equity of redemption with respect to the Shares, whether before or after sale hereunder, and all rights, if any, of marshalling the Shares; at any such sale, unless prohibited by applicable law, theSecured Party may bid for and purchase all or any part of the Shares so sold free from any such right or equity of redemption; and the Secured Party shall not be liable for failure to collect or realize upon any or all of the Shares or for any delayin so doing nor shall any of them be under any obligation to take any action whatsoever with regard thereto; and

          (e)          generally, to take all such other action as the Secured Party in its sole discretion may determined asincidental or conducive to any of the matters or powers mentioned in the foregoing provisions of this Section 3 and which the Secured Party may or can be do lawfully and to use the name of the Pledgor for the purposes aforesaid and in anyproceedings arising therefrom.

          **4.          Application of Proceeds.**  Theproceeds of the public or private sale or other disposition shall be applied (a) to the costs incurred in connection with the sale; (b) to any unpaid interest which may have accrued on any obligations secured hereby; (c) to any unpaidprincipal on any obligations secured hereby; and (d) to damages incurred by the Secured Party by reason of any breach secured against hereby, in such order as the Secured Party may determine, and any remaining proceeds shall be paid over to thePledgor or others as provided by law.  In the event

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the proceeds of the sale or other disposition of the Shares are insufficient to pay such expenses, interest, principal, obligations and damages, the Pledgor shall remainliable to the Secured Party for any such deficiency.

**          5.          Additional Rightsof Secured Party.**  In addition to its rights and privileges under this Agreement, the Secured Party shall have all the rights, powers and privileges of a secured party under the Georgia Uniform Commercial Code.

          **6.          Return of Shares to Pledgor.**  Upon payment in full of all principal and interest on theNote, this Agreement shall terminate and the Secured Party shall return to the Pledgor all of the then remaining Shares.

**          7.          Voting Rights.**

          (a)          For so long as any of the obligations secured hereby remain unpaid, after a Default, (i) theSecured Party may exercise all voting rights, and all other ownership or consensual rights of the Shares, but under no circumstances is the Secured Party obligated by the terms of this Agreement to exercise such rights, and (ii) the Pledgorhereby appoints the Secured Party the Pledgor’s true and lawful attorney-in-fact and IRREVOCABLE PROXY to vote the Shares in any manner the Secured Party seems advisable for or against all matters submitted or which nay be submitted to a voteof shareholders.  The power-of-attorney granted hereby is coupled with an interest and shall be irrevocable.

          (b)          For so long as the Pledgor shall have the right to vote the Shares, the Pledgor covenants and agreesthat it will not, without the prior written consent of the Secured Party, vote or take any consensual action with respect to the Shares which would constitute a default under this Agreement.

**          8.          Assignment.**  The Pledgor shall not transfer, assign or otherwise dispose of its beneficialinterest in any of the Shares without the prior written consent of the Secured Party.

**          9.          Notices.**  Any notices or other communications required or permitted by this Agreement shallbe 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 with return receipt requested, or when delivered by overnight delivery service to therecipient at the address set forth below, or to such other address as to which the other party has been subsequently notified in writing by such recipient.

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Pledgor:

Secured Party:

 

 

Theodore P. Schrafft

PTEK Holdings, Inc.

315 Majestic Cove

3399 Peachtree Road

Alpharetta, GA 30004

The Lenox Building, Suite 600

 

Atlanta, GA 30326

 

Attention: Chief Legal Officer

**          10.          Applicable Law; Binding Agreement.**  The provisions of this Agreement shall be construed andinterpreted, and all rights and obligations of the parties hereto determined, in accordance with the laws of the State of Georgia.  This Agreement, together with all documents referred to herein, constitutes the entire agreement between thePledgor and the Secured Party with respect to the matters addressed herein and may not be modified except by a writing executed by the Secured Party and Pledgor.  This Agreement may be executed in multiple counterparts, each of which shall bedeemed an original but all of which, taken together, shall constitute one and the same instrument.

**          11.          Severability.**  If any Section or part thereof shall for any reason be held or adjudged tobe invalid, illegal or unenforceable by any court of competent jurisdiction, such Section or part thereof so adjudicated invalid, illegal or unenforceable shall be deemed separate, distinct and independent, and the remainder of this Agreement shallremain in full force and effect and shall not be affected by such holding or adjudication.

          **IN WITNESS WHEREOF,** the parties heretohave caused this Agreement to be executed as of the day and year first above written.

 

**PLEDGOR:**

 

 

 

/s/ THEODORE P. SCHRAFFT

 

 

**Theodore P. Schrafft**

 

 

 

**SECURED PARTY:**

 

 

 

PTEK HOLDINGS, INC.

 

 

 

By:

/s/ PATRICK G. JONES

 

 

 

 

**Patrick G. Jones  Executive Vice President**

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