Exhibit 10.2

**Tailored Business Systems, Inc.**

April 23, 2004

James Kolassa1320 Squirrel RunAlpharetta, GA  30004

Re:      Offer OfEmployment

Dear Jim:

We are pleased to offer toyou a position with Tailored Business Systems, Inc. (the "Company") on thefollowing terms and conditions:

1.         We are offeringyou the position of President.  This is a full-time, exempt position. Yourduties will generally include expanding the economic value of the business,development and oversight of all operations, personnel, and functions of theCompany, and all such other duties customary to the office of President.  Your spendingand binding authorities will be communicated to you from time to time by theCompany's Board of Directors.

2.         By accepting thisoffer, the Company will pay you an annual salary of $100,000.00 or $4,166.67per semi-monthly pay period.   In addition, you will be 

eligible to participate in anincentive plan as described in Exhibit A, a copy of which is attached andhererin incorporated by reference.  Your performance and compensation will besubject to review from time to time after your effective date of hire.

3.         You will beafforded the opportunity to enroll in the Company's medical benefits plan andto participate in all other benefits generally available to the Company's otheremployees.  You are entitled to three weeks vacation annually.  Vacation timeis accrued at a rate of 5 hours per semi-monthly pay period.  The Company willreimburse you for business expenses consistent with our business expensepolicies and procedures.

4.         As a key employeeof the Company, your contribution to the business and to the overall success ofboth the Company and VillageEDOCS, you will be rewarded through options topurchase VillageEDOCS' common stock.  Subject to the approval of VillageEDOCS'Board of Directors and to attainment of revenue and profit increases in thecase of bonus options, VillageEDOCS will grant you an option to purchase its sharesof common stock in the amount listed under the caption "Equity Compensation"on the attached Exhibit A, the terms and rights of which are governed by theterms of the VillageEDOCS' 2002 Equity Incentive Plan and a Stock OptionAgreement that will be entered into between you and VillageEDOCS.

5.         By accepting thisoffer, you agree to abide by the Company's policies and procedures, includingall policies contained in the Company's employee handbook.  You will receive acopy of this handbook during your employment.

6.         As an employee ofthe Company, you will have access to certain Tailored Business Systems, Inc.and VillageEDOCS confidential information and you may, during 

the course of youremployment, develop certain inventions or obtain information that will be theproperty of the Company.  To protect the interest of the Company, you will berequired to sign the Company's standard Confidentiality Agreement as acondition of your employment.  You must also not bring any confidential orproprietary material of any former employer, or violate any other obligationsyou may have to your former employers.

7.         By accepting thisoffer, you acknowledge that your employment with the Company is at will, andthat either you or the Company may terminate the employment relationship at anytime with or without notice for any reason, and that no Company representativehas the authority to modify the at will nature of your employment except forthe Board of Directors of the Company, and any such modification must be inwriting signed by both you and the Board of Directors. This is an integratedagreement with respect to the at will nature of the employment relationship,and there are not now and may not be in the future any implied or oralagreements that in any way modify the at will employment policy.

8.         The Companyreserves the right to modify your position, duties, compensation, benefits,and/or other terms and conditions of employment at any time in its solediscretion, as allowed by law, except for the at will employment policy. 

9.         You acknowledgethat you are not relocating your residence or resigning employment in relianceon any promise or representation by the Company regarding the kind, characteror existence of work you will be assigned or the expected length of youremployment with the Company. 

10.       As required by law,this offer is contingent upon your ability to provide proof of eligibility towork in the United States.  Enclosed please find an Employment EligibilityVerification I-9 Form.  Please fill out this form, and return the form and allrequired supporting documentation to us prior to your first day of employment.

11.       This lettercontains the entire agreement with respect to your employment with the Company,and supersedes any prior verbal and/or written agreements or representationsregarding your employment.  This offer expires if not executed by April 26,2004.

----

Jim, we look forward to youjoining our team, and helping us build a prosperous company with a friendly andhealthy working environment dedicated to quality and customer satisfaction.  If you have any questions, please feel free to contact me directly at theVillageEDOCS office.

Sincerely,

THE BOARD OF DIRECTORS OFTAILORED BUSINESS SYSTEMS, INC.

/s/Mason Conner

Mason ConnerDirector

Acknowledged,Accepted and Agreed

** /s/ James Kolassa                                                                Date:_4/25/04_James Kolassa**

----

** **

** **

**Exhibit A - Page 1 of 2**

** **

|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | **JAMES  KOLASSA COMPENSATION PLAN - 2004** |
|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------|
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             |  |  |  |  |  |  |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             |  |  |  |  |  |  |
|  | **BASE SALARY**                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             |  |  |  |  |  |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                             |  |  |  |  |  |  |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Annual                                      |  |  |  |  |  | $100,000.00 |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             |  |  |  |  |  |  |
|  | **INCENTIVE PLAN**                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                                             |  |  |  |  |  |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             |  |  |  |  |  |  |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | TBS Revenue Increase Goal =                 |  | $1,500,000 |  |  |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             |  |  |  |  |  |  |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             | 1st | $500,000 | 2.00% |  | $10,000.00 |  |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             | 2nd | $500,000 | 4.00% |  | $20,000.00 |  |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             | 3rd + | $500,000 | 6.00% |  | $30,000.00 |  |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             |  | Sub Total |  |  |  | $60,000.00 |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             |  |  |  |  |  |  |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | TBS Profit Increase Goal =                  |  | $150,000 |  |  |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             |  |  |  |  |  |  |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             | 1st(upto) | $100,000 | 20.00% | Pro Rata | $20,000.00 |  |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             | Next | $50,000 | 30.00% | Pro Rata | $15,000.00 |  |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             | Above | $150,000 | 30.00% |  |  |  |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             |  | Sub Total |  |  |  | $35,000.00 |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             |  |  |  |  |  |  |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             |  | Total compensation @ 100% of goal | $195,000.00 |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             |  |  |  |  |
|  | Additional Provisions:                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                             |  |  |  |  |
|  | 1.  Revenue Goal Increase incentive reduced by 50% if  profit increase is less than $100,000                                                                                                                                                                                                                                                                                                                                                                                |
|  | 2.  A recoverable bonus advance of $3,000 per month will  begin in July 2004                                                                                                                                                                                                                                                                                                                                                                                                |
|  | 3.  Bonus will be paid quarterly according to incentive  plan on a linear pro rata basis based upon percentage of increase over the  prior year's adjusted figures.  The bonus for the first eligible quarter for  each year will be calculated on that quarter's results; however, each  succeeding quarterly bonus will be calculated based on year to date results  which means that prior quarters' excess bonus payments are subject to  recovery by the Company. |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             |  |  |  |  |  |  |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             |  |  |  |  |  |  |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             |  |  |  |  |  |  |
|  | **EQUITY COMPENSATION**                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                             |  |  |  |  |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             |  |  |  |  |  |  |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Employee Stock Option                       |  |  | 1,500,000 | shares |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 2004 Stock Option Bonus                     |  |  |  |  |
|  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                             | 100% Revenue and Profit Increase Goals | 300,000 | Shares |

|   | **Note:** | 2003 Basis for Revenue and Profit Increases |           |  |
|--------|-----------|---------------------------------------------|-----------|--|
|        |           | Revenue                                     | 3,324,000 |  |  |  |  |  |
|        |           | Profit                                      | 395,000   |  |  |  |  |  |
|        |           |                                             |           |  |  |  |  |  |
|        |           |                                             |           |  |  |  |  |  |

**Exhibit A - Page 2 of 2**

** **

**[Illustration]**