Exhibit 10.2

CONSULTING SERVICES AGREEMENT

ThisConsulting Services Agreement is entered into between Tim Dales,("Consultant") and VillageEDOCS ("Client").  And whereas Client desires to engageConsultant as an independent contractor to consult with Client on matters pertainingto Client's business, including the development and implementation of amarketing communications program.

Therefore,in consideration of the retention of Consultant by Client, the mutual covenantsherein contained, and other good and valuable consideration, the receipt andsufficiency of which is hereby acknowledged, Client and Consultant agree asfollows:

1.         DEFINITIONS

1.1              CLIENT. The term "Client" includes all divisions and subsidiaries ofVillageEDOCs and all joint ventures and partnerships of which VillageEDOCs is amember or participant.

1.2              CONSULTANT. The term "Consultant" includes all employees, agents, andassociates of named Consultant who provide services related to this agreement.

1.3              Definition of Confidential and Trade Secrets. "Confidential Informationand Trade Secrets" means all information, processes, process parameters,methods, practices, fabrication techniques, technical plans, algorithms,inventions, computer software programs and related documentation, customerlists, price lists, supplier lists, marketing and business plans, financialinformation, and all other compilations of information (whether or notdesignated or marked "CONFIDENTIAL") or the like (a) which relate tothe business of either party and which have not been disclosed by such party tothe general public, or (b) which are received by either party from a thirdparty under terms of non-disclosure agreement with the third party.

1.4              Agreement. "Agreement" means this Consulting Agreement, and allattachments hereto.

2.         CONSULTING SERVICES

2.1              Consulting Term. Client agrees to retain Consultant, subject to all of the terms,conditions, and provisions of this Agreement. The initial term of this agreement is one year from the date ofsignatures of both parties.  After theone year the agreement converts to a month to month term.  During the term of the agreement Consultantand Client will agree on work product to be provided by Consultant and thecompensation for defined work product.  

The initial work product, as defined in Appendix Ais to be completed during the first 120 days of this agreement.  

2.2              Compensation.  Asexpress consideration for Consultants completed work product described inAppendix A and that is accepted by Client, Client agrees to cause 80,000 sharesof its common stock, par value $.001 per share, to be payable to Consultant foreach 30 day period of the 120 day period Consultant is engaged for work productdescribed in Appendix A.  Company willto the best of it's ability cause such shares to be registered with the U.S Securitiesand Exchange Commission on its Form S-8 or similar registration.  Consultant requires and Client agrees tocompensate Consultant the total shares of this agreement (320,000) prior towork beginning.  Consultant agrees thateach period's compensation is earned when Client accepts work product for thatperiod.

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2.3              Expenditures. Client shall reimburse Consultant for any reasonable expendituresincurred by Consultant on behalf of Client, in the performance of thisAgreement, provided such expenditures have been approved by Client in writing(Client President or VP of Sales and Marketing) prior to Consultant incurringany such expenditure. 

3.         TERMINATION

3.1              Termination by Notice. Either Client or Consultant may terminate thisagreement, with 30 days notice, at any time. If Consultant or Client terminate the agreement prior to the initial 120day period Consultant agrees to return share certificates issued but notearned.

3.2              Termination by Default. If either party is in default of any term(s) ofthis Agreement, for whatever reason, the other party may withdraw from theagreement, until such time as the default is remedied, or other party may electat any time during a default to terminate on 10 days notice, and this Agreementshall be deemed to have been terminated by defaulting party on the date set outin such notice, unless remedied prior to such date.

4.         TRADESECRETS AND CONFIDENTIAL INFORMATION

4.1              Trade Secrets and Confidential Information.  During the term of this agreement, each of the parties hereto maybe given access to or become acquainted with Confidential Information and TradeSecrets of the other party. Each party agrees not to use or disclose, directlyor indirectly, any Confidential Information and Trade Secrets of the otherparty at any time or in any manner, except as required in the course ofperformance under this Agreement. The obligations of this paragraph survive thetermination of this Agreement.

4.2              Restrictions on Documents and Equipment.  All documents and equipment relating to the business of Client,whether prepared or supplied by Client to Consultant or otherwise coming intoConsultant's possession, are the exclusive property of Client, and all suchdocuments and equipment will be returned to Client at the termination of thisAgreement.

4.3        No Disclosure or Use from Others.  Consultant agrees not to disclose to Client or use on behalf ofClient and confidential information or trade secrets obtained from othercompanies or persons, and not to bring confidential information or trade secretsof others onto Client's premises.

 

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5.         OTHER RESTRICTIONS

5.1              No Commitment. Neither party is authorized to make any commitments whatsoever to athird party on behalf of the other party, and shall when appropriate informthird parties of this limitation.

5.2              Confidentiality of Agreement. Notwithstanding the right of each party to obtainlegal counsel with respect to the performance of this agreement, or the rightto legal enforcement of this agreement, without the prior written permission ofthe other party, each party shall not reveal to any third party the existenceof this agreement, its terms and conditions, the nature and scope ofConsultant's services for Client.

6.         GENERAL PROVISIONS

6.1              Legal Fees. If any arbitration, litigation, or other legal proceeding occurs betweenthe parties relating to this Agreement, the prevailing party shall be entitledto recover (in addition to any other relief awarded or granted) its reasonablecosts and expenses, including attorneys' fees, incurred in the proceeding.

6.2              Independent Contractor. This Agreement does not constitute a partnershipagreement, nor does it create a joint venture or agency relationship betweenthe parties. Neither party shall hold itself out contrary to the terms of thisParagraph. Neither party shall be liable for the representations, acts, oromissions of the other party contrary to the terms of this Agreement. It isspecifically understood the Consultant is an independent contractor and shallnot be considered as an employee of Client, and shall not represent itself assuch to any third party.

6.3        Notices.  All notices, or consentsrequired or permitted under this Agreement must be in writing and must bedelivered personally, or sent by facsimile or telecopier transmission, or sentby certified or registered mail or courier to the other party at the addressset forth below, or to any other address given by either party to the otherparty in writing. Any written notice so given shall be deemed to have beengiven on the day it was transmitted by facsimile/telecopier (provided that theoriginal thereof is posted by registered or certified mail within two daysthereafter) or three days after the day it was so mailed by registered orcertified mail or upon the day it was so delivered, as the case may be.

Thecurrent addresses of the parties are as follows:
| VillageEDOCs  Attention: Controller  14471 Chambers Rd.  Suite 105  Tustin, CA.92780 | Tim Dales  23652 Via Ortega,   Coto de Caza, CA 92679 |
|--------------------------------------------------------------------------------------|-------------------------------------------------------|

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6.4              Waiver and Amendment. No waiver, amendment, or modification of thisAgreement shall be effective unless in writing and signed by the party againstwhom the waiver, amendment, or modification is sought to be enforced. Nofailure or delay by either party is exercising any right, power, or remedyunder this Agreement shall operate as a waiver of the right, power, or remedy.No waiver of any term, condition, or default of this agreement shall beconstrued as a waiver of any term, condition, or default.

6.5              Successors or Assigns.  ThisAgreement is intended to benefit and is binding on successors and assigns ofthe parties, and neither party may assign the rights or duties under thisAgreement without the prior written consent of the other party hereto.

6.6              Separate Enforcement of Provisions. If any provision of this Agreement is heldby a court or arbitrator of competent jurisdiction to be unlawful orunenforceable, the remaining provisions of this Agreement shall not be enforcedto the extent possible.

6.7              Governing Law and Forum. The validity, construction, and performance of thisAgreement is governed by the Laws of California. Suit or arbitration withrespect to this Agreement may be brought only in California.

6.8              Entire Agreement. This Agreement, including all contemporaneous attachments, constitutethe complete and final agreement between the parties, and supersedes all priornegotiations and agreements between the parties concerning its subject matter.

INWITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT EFFECTIVE ASOF_______________

 
| Consultant     |                | Client:        | VillageEDOCS         |
|----------------|----------------|----------------|----------------------|
| Signature:     | /s/  Tim Dales | Signature:     | /s/  K. Mason Conner |
| Printed  Name: | Tim  Dales     | Printed  Name: | K.  Mason Conner     |
| Title:         |                | Title          | President            |
| Date:          | 10/28/02       | Date:          | 10/28/02             |

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**Appendix A**

### Work Product to be developed byConsultant in coordination with the VP of Sales and Marketing.

1.) Channel Program

Lead Generation Program

Database Identification

Campaign Material and Implemenation Management

Pre-Sales Channel Tools

            Presentations

            Literature

Pre-Sales Channel Kit

New Channel Partner Launch Kit

2.) Lead Generation MarcomRoad - Map

Public Relations Media Kit

Plan and Create Sample Kit

3.) Media Program

Articles and Editorials Calendars - Target List

I.E. People Talk, SAP Info, SAP Insider, InfoWeek, Telephony, Oracle Profit, CIO, OAUG Insight, Midrange Magazines, SiliconValley Reporter, Electronic Commerce World, Business 2.0, constructionmarketing today, construction monthly, Insurance Journal, National Mortgage News,Wall Street Lawyer, The Complete Lawyer, etc.

Go to market plan and implementation

By Verticals

I.E. CRM, ERP, EDI.EDP, Medical, Insurance,Mortgage, Manufacturing, Legal, Construction, E-Commerce, etc.

Press Release

Schedule, authoring, management up through corporate approval(Excluding Release)

Speaking Engagement Calendar

4.) Literature Road Map

Road Map

Manage Literature Rework

Assist in Content Development
| Consultant     |                | Client:        | VillageEDOCS         |
|----------------|----------------|----------------|----------------------|
| Signature:     | /s/  Tim Dales | Signature:     | /s/  K. Mason Conner |
| Printed  Name: | Tim  Dales     | Printed  Name: | K.  Mason Conner     |
| Title:         |                | Title          | President            |
| Date:          | 10/28/02       | Date:          | 10/28/02             |