Exhibit 4.19

**VillageEDOCS**

## CONVERTIBLE SECURED PROMISSORY NOTE

# February 16, 2004$1,700,000.00                                                                                                                                                                      Tustin, California

FORVALUE RECEIVED, the undersigned, VillageEDOCS (the "Maker"), hereby promises topay to the order of Joan P. Williams and C. Alan Williams (together, the"Lender"), the principal sum of One Million Seven Hundred Thousand and 00/100Dollars ($1,700,000.00) together with interest earned thereon from the date onwhich funds were initially deposited in the Maker's bank, Sunwest Bank. Interest will be earned at the per annum rate equal to ten percent (10%). Principal and interest are payable as described herein.

Anypayment pursuant hereto shall first be applied to principal due and owing atthe date of such payment.  Whatever remains after the amount of such principalis deducted from such payment shall be applied to the interest balance duehereunder, and the interest upon that portion of principal so credited shallthereupon cease.

Makershall have the right, without penalty, to prepay the indebtedness representedhereby in part or in full at any time or times during the term hereof.  Anypayment pursuant hereto shall first be applied to principal due and owing atthe date of such payment.  Whatever remains after the amount of such principalis deducted from such payment shall be applied to the interest balance duehereunder, and the interest upon that portion of principal so credited shallthereupon cease.

Ifany payment of principal of and/or accrued interest on this Note is not paid asand when due and payable hereunder, it shall thereupon accrue, and Maker herebyexpressly agrees to pay as liquidated damages and not as a penalty, interest onthe remaining unpaid balance of principal and accrued but unpaid interest atthe rate stated above until all unpaid first principal and second interest ispaid in full.

ThisNote is secured by a Security Agreement dated May 9, 2002 by and between Maker and Lender encumbering all the assets of Maker, the terms of which areincorporated herein by reference..

Asfurther inducement for Lender to loan Maker the principal sum of $1,700,000.00,Maker will issue to Lender a warrant to purchase 5,000,000 restricted shares ofMaker's common stock for $0.10 per share for a period of five years from thedate of this Note.  The securities issued upon exercise of the warrant will beissued subject to an exemption from registration and will bear a restrictivelegend.

Notwithstanding anything in the Note to the contrary, Maker hereby agrees that theprincipal amount of this Note and any interest accrued thereon shall be repaidat the Lender's option, whenever one of the following events occurs:

(a)   A controlling interest in theMaker is acquired by a third party; or

(b)  October 31, 2007; or

(c)   The Maker receives net cashproceeds from an equity financing of  $3,000,000 or more, subsequent to thedate of this Note.  

Inthe event that Maker achieves the above equity financing, Lender shall have theoption to convert any remaining unpaid balance of principal and accrued butunpaid interest into shares of Common Stock of the Maker (the "Common Stock")at a conversion price of $2.50 per share, or equal to the price per share ofthe Common Stock issued in the equity financing described above, whicheverprice is lower.  Lender must notify the Maker in writing 15 business days priorto the closing of the equity financing regarding the Lender's desire to convertto Common Stock, or have the remaining unpaid balance of principal and accruedbut unpaid interest paid in cash.

Inthe event that Maker is acquired prior to this Note being repaid, Lender shallhave the option to convert any remaining unpaid balance of principal andaccrued but unpaid interest into shares of Common Stock of the Maker at aconversion price of $2.50 per share, or equal to the price per share paid forthe Maker by the acquirer, whichever price is lower.  Lender must notify theMaker in writing 15 business days prior to the closing of the acquisitiontransaction regarding the Lender's desire to convert to Common Stock, or havethe remaining unpaid balance of principal and accrued interest be paid incash.  In the event that this conversion option related to the Maker beingacquired potentially causes an acquisition to not be consummated, the Makerreserves the unilateral right to eliminate this conversion option and repay theunpaid balance of principal and accrued interest in cash. 

Allor part of the unpaid principal or accrued and unpaid interest of this Note isconvertible into the Maker's Common Stock at any time at the option of Lenderat a conversion price equal to eighty-five percent (85%) of the average of theMaker's Common Stock closing bid price on the OTC:BB, NASDAQ or otherestablished securities exchange or market for the ten (10) consecutive tradingdays prior to the date Lender delivers written notice of his conversionelection to the Maker.  Partial conversions shall be allowed and upon a fullconversion this Note shall be deemed satisfied and paid in full.

In the event any judicial proceedings are instituted toenforce or interpret the rights and obligations of Maker and Lender under thisNote, the prevailing party in such proceedings shall be entitled to reasonableattorney's fees and costs.

ThisNote and all transactions hereunder and/or evidenced hereby shall be governedby, construed under, and enforced in accordance with the laws of the State of California.  This Note may not be changed, amended or modified orally.  Should anyprovision of this Note be declared or be determined by any court to be invalid,illegal or unenforceable, such provision shall be severable from the remainderof this Note, and the legality, validity and enforceability of the remainingprovisions shall not in any way be affected or impaired thereby.

Maker has caused thisConvertible Secured Promissory Note to be executed by its duly authorizedofficer.

 

**VillageEDOCS**  (Maker)

By:_________/s/_________________________                                                       Date:  2/17/04                                           K. Mason Conner            President andChief Executive Officer

Agreed:_____/s/__________________________                                                       Date: 2/17/04                                        Printed name of Lender: Joan P. Williams

Agreed:_____/s/__________________________                                                       Date: 2/17/04                                       Printed name of Lender: C. Alan Williams