EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT("Agreement"), dated as of November 13, 2008, by and between VILLAGEEDOCS,Inc., a Delaware corporation, (the "Company"), and H. JAY HILL (the"Executive") (together, the "Parties"), hereby supersedes allprevious employment agreements between the Parties.  This Agreement isintended to comply with the requirements of Section 409A of the InternalRevenue Code of 1986, as amended (the "Code"), and shall beinterpreted in a manner consistent with that intention.

WHEREAS, the Company, through itswholly-owned subsidiaries, is engaged in the business of developing andmarketing SaaS and customer premises offerings including, but not limited to,document management, business process management, unified messaging,municipality applications, and faxing services to organizations throughout theUnited States and internationally.

WHEREAS, the Company wishes toemphasize growth through strategic acquisitions;

WHEREAS, the Company wishes toemphasize profitability through focused management of the Company and its newacquisitions;

WHEREAS, the Executive is currentlyemployed by the Company as its President and Chief Executive Officer; and

WHEREAS, the Company wishes toassure itself of the continued services of the Executive for the periodprovided in this Agreement and the Executive is willing to serve in the employof the Company for such period upon the terms and conditions hereinafter setforth.

NOW THEREFORE, in consideration ofthe mutual covenants herein contained, the parties, intending to be legallybound, hereby agree as follows:

1.               EMPLOYMENT  

1.1.         Terms of Employment.  The Company hereby agrees to employthe Executive upon the terms and conditions herein contained, and the Executivehereby agrees to accept such employment for the term described below. TheExecutive agrees to serve as the Company's Executive Vice President - CorporateDevelopment during the term of this Agreement. In such capacity, the Executiveshall have the authorities, functions, powers, duties and responsibilities thatare customarily associated with such positions and as the Company's Board ofDirectors (the "Board") may reasonably assign to him from time totime consistent with such positions. The Company shall use its best efforts tocause the Executive to be a member of the Board throughout the term of thisAgreement and shall include him in the management slate for election as director.

1.2.         Performance of Duties.  The Executive will devote his fulltime, efforts, abilities, and energies to promote the general welfare andinterests of the Company and any related enterprises of the Company.  Uponthe Executive obtaining prior written approval of the Board, such approval tobe granted in the Board's sole and absolute discretion, the Executive may (i)serve or continue to serve as an officer or on the board of directors ofentities that do not compete with the Company or (ii) serve or continue toserve on the boards or advisory committees of charitable or other similarorganizations.  The Executive will loyally, conscientiously, andprofessionally do and perform all duties and responsibilities of his position,as well as any other duties and responsibilities as will be reasonably assignedby the Company.  Executive will strictly adhere to and obey all theCompany's rules, policies, procedures, regulations and guidelines, includingbut not limited to those contained in the Company's employee handbook, as wellany others that the Company may establish.  Executive will strictly adhereto all applicable state and/or federal laws and/or regulations relating to hisemployment with the Company.

2.               TERM OF AGREEMENT.  The initial term of employment underthis Agreement shall commence as of November 13, 2008 (the "Effective Date")and shall terminate as of November 12, 2012.  After the expiration of suchinitial employment period, the term of the Executive's employment hereunder shallautomatically be extended without further action by the Parties for successiveone (1) year renewal terms, provided that if either party gives the other partyat least one hundred twenty (120) days advance written notice of his or itsintention to not renew this Agreement for an additional term, the Agreementshall terminate upon the expiration of the current term.  Notwithstandingthe foregoing, the Company shall be entitled to terminate this Agreement as setforth in Section 5 below.

3.               COMPENSATION

3.1.         Annual Base Salary.  The Executive shall receive an annualbase salary during the first twelve months after the Effective Date at a rateof Two Hundred Ten Thousand, Dollars ($210,000.00), payable in installmentsconsistent with the Company's normal payroll schedule.  The Board and/orits Compensation Committee shall review this base salary at annual intervals,and may adjust the Executive's annual base salary from time to time as theBoard and/or its Compensation Committee deems to be appropriate; provided,however, that the base salary for the twelve month period following November13, 2009 and for each succeeding twelve-month period shall not be less than105% of the base salary for the prior twelve months.

3.2.         Incentive Bonus.  The Executive shall also be eligible toreceive an incentive bonus from the Company based on the Company's performance. At the end of each calendar year, commencing with 2008, the Executivewill earn a percentage of the Company's adjusted EBITDA (as determined by theBoard and/or its Compensation Committee utilizing audited financial statementsof the Company).  Any incentive bonus earned by the Executive under thisSection 3.2 shall be paid in a lump sum payment after the filing of the Company'sForm 10-K report for such year but in no event later than December 31stof the calendar year immediately following the calendar year in which suchbonus was earned.  For the calendar years 2008 and 2009, the percentagebonus will be 6% of the Company's adjusted EBITDA, payable in shares of theCompany's common stock.  For each calendar year subsequent to 2009, theBoard will establish the form of payment and the percentage shortly after thebusiness plan for the year is presented and accepted.

3.3.         Stock Options.  From time to time, the Executive may begranted stock options as determined by the Board and/or its CompensationCommittee, which shall be made under the 2002 Equity Incentive Plan.  TheParties shall enter into separate stock option agreements reflecting the termsof any such stock option grants.  In the event of any conflict betweenthis Agreement and any separate stock option agreements reflecting the terms ofoption grants to the Executive, the terms of the applicable stock option agreementshall prevail.

3.4.         Participation in Benefit Plans.  The Executive shall beeligible to participate in the employee benefit plans and programs maintainedby the Company from time to time for its executives, or for its employeesgenerally, including without limitation any life, medical, dental, accidentaland disability insurance and profit sharing, pension, retirement, savings,stock option, incentive stock and deferred compensation plans, in accordancewith the terms and conditions as in effect from time to time.

3.5.         Paid Vacation.  The Executive shall be eligible to ratablyearn 160 hours of paid vacation, or such greater paid vacation as may beauthorized in the future by the Board and/or its Compensation Committee) duringeach full year during the term of this Agreement and any extensions thereof,prorated for partial years, with no accrual cap.

3.6.         Additional Benefits. In addition to the benefits providedpursuant to the preceding paragraphs of this Agreement, the Executive shall beeligible to participate in such other executive compensation and retirementplans of the Company as are applicable generally to other officers, and in suchwelfare benefit plans, programs, practices and policies of the Company as aregenerally applicable to other key employees.

3.7.         Withholdings.  The Company shall, to the extent permitted bylaw, have the right to withhold and deduct from any payment hereunder anyfederal, state or local taxes of any kind required by law to be withheld withrespect to any such payment.

4.               BUSINESS EXPENSES.  Subject to compliance with the Company'spolicies regarding substantiation and verification of business expenses,Executive is authorized to incur on behalf on the Company, and the Company willpay, or reimburse Executive for, all customary and reasonable expenses incurredin connection with the performance of duties hereunder or for promoting,pursuing or otherwise furthering the business of the Company or any of itssubsidiaries, including reasonable expenses fortravel, entertainment of business associates, service and usage charges forbusiness use of cellular phones and similar items.

5.               TERMINATION  

5.1.         Payment Upon Termination For Any Reason. Upon termination for anyreason, the Executive shall receive all salary, accrued vacation, payment ofvalid unreimbursed expenses and vested benefits earned by the Executive as ofthe Termination Date (as such term is defined in Section 5.7).  The Executiveshall also receive any nonforfeitable benefits already earned and payable tohim under the terms of any deferred compensation, incentive or other benefitplan maintained by the Company, payable in accordance with the terms of theapplicable plan.

5.2.         Termination Based on Death.  In theevent of the Executive's termination based on the death of the Executive, thisAgreement will terminate automatically and Executive will not be eligible toreceive any severance pay.

5.3.         Termination Based on Disability.  In the event ofExecutive's disability, the Company will thereafter have the right, uponwritten notice to Executive, to terminate this Agreement, in which case theTermination Date will be the date of such written notice to theExecutive.  As used herein, the term "disability"will mean that the Executive is either (a) unable to engage in anysubstantial gainful activity (including, without limitation, the Executive'sability to perform the essential functions of his position, with or withoutreasonable accommodation) by reason of any medically determinable physical ormental impairment that can be expected to result in death or can be expected tolast for a continuation period of not less than 12 months (or, if longer, for a period beyond any protected leave to which theExecutive is entitled under applicable law and the Company's policies),or (b) by reason of any medically determinable physical or mental impairmentthat can be expected to result in death or can be expected to last for acontinuous period of not less than 12 months, receiving income replacementbenefits for a period of not less than three months under an accident andhealth plan covering employees of the Company. The Company will provide all applicable legally-required leaves to theExecutive under the terms of this Agreement and applicable law.  

The Executive or the Executive's dulyauthorized representative may furnish evidence and/or appropriate medicalauthority to assist the Board in making a determination of disability underthis Agreement; provided, however, the determination of whether the Executiveis disabled shall be made by the Board in its sole and absolute discretion, andany such determination shall be conclusive and binding on all persons.  Uponsuch termination, the Company shall pay to the Executive a monthly disabilitybenefit equal to one-twelfth (1/12th) of his current annual base salary at thetime he is determined to be disabled.  Payment of such disability benefitshall commence on the last day of the month following the Termination Date andcease with (i) the month in which the Executive returns to active employment,either with the Company or otherwise, or the latest of (ii) the end of theinitial term of this Agreement, or the current renewal term, as the case maybe, or (iii) the twenty-fourth month after the Termination Date. Any amountspayable under this Section 5.3 shall be reduced by any amounts paid to theExecutive under any long-term disability plan or other disability program orinsurance policies maintained or provided by the Company.  In the event ofthe Executive's termination based on the disability of the Executive, theExecutive will not be eligible to receive any severance pay.

5.4.         Termination for Cause.  If the Executive's employment isterminated by the Company for Cause, this Agreement will terminateautomatically, and the Executive will not be eligible to receive any severancepay.  As used herein, the term "Cause" shall be limited to (i) any actionby the Executive involving willful disloyalty to the Company, such asembezzlement, fraud, misappropriation of corporate assets or a breach of thecovenants set forth in Section 8 below; or (ii) the Executive being convictedof a felony; or (iii) the Executive being convicted of any lesser crime oroffense committed in connection with the performance of his duties hereunder orinvolving fraud, dishonesty or moral turpitude; or (iv) the intentional grossmisconduct or willful gross neglect of the Executive in carrying out his dutieshereunder resulting in material economic harm to the Company (other thanresulting from the Executive's incapacity due to physical or mental disability)if Executive acted without a good faith belief that the act or omission was inthe best interest of the Company. Notwithstanding the foregoing, no terminationpursuant to this Section 5.4 shall be treated as termination for Cause unlessthe Board has provided the Executive with prior written notice specifying inreasonable detail the alleged Cause event and providing the Executive thirty(30) days to cure and correct such alleged Cause event, if possible.

5.5.         Termination Without Cause.  If the Executive's employment isterminated by the Company without Cause, this Agreement will terminateautomatically, and the Company will pay severance as a result of theinvoluntary termination to the Executive in the amount of twice the Executive'sannual base salary, as in effect immediately prior to the TerminationDate.  Any severance pay under this Section 5.5 shall be paid to theExecutive in substantially equal monthly installments over a twelve (12) monthperiod commencing on the thirtieth (30th) day following theTermination Date.  In addition, the vesting of any restricted stock, stockoptions or other awards granted to the Executive under the terms of theCompany's stock plan or any written agreement with the Executive shall becomeimmediately vested in full and, in the case of stock options, exercisable infull.  The Executive shall also be permitted to continue to participate,at the Company's expense, in all benefit and insurance plans, coverage andprograms in which he was participating in for a period of one (1) year;provided, that, the Executive's continued participation in such benefit andinsurance plans, coverage and programs is permissible under (i) the governingdocuments of such plans, coverage and programs, and (ii) applicable laws. The Executive shall not be required to mitigate the amount of any payment orbenefit contemplated by this paragraph.  

5.6.         Voluntary Termination.  If the Executive voluntarilyterminates his employment with the Company for any reason, this Agreement willterminate automatically, and Executive will not be eligible to receive anyseverance pay.  For purposes of this Agreement, a resignation by theExecutive shall not be deemed to be voluntary, but shall be deemed aninvoluntary termination as described in Section 5.5, if the Executive resignsdue to any one of the following conditions arising without the consent of theExecutive, (i) he is assigned to a position other than President and ChiefExecutive Officer of the Company (other than for Cause, or by reason ofpermanent disability), (ii) a material diminution in his authority, duties andresponsibilities, (iii) he is transferred to a geographic location ofemployment more than 20 miles from the current location of employment, whichrepresents a material change in the location at which the Executive mustperform services to the Company, and (iv) he is directed to report to anyoneother than the Board; provided, however, that the Executive must notify theCompany in writing within 30 days of the initial existence of the conditiondescribed in (i) through (iv) above, the Company fails to remedy the conditionwithin 30 days upon receipt of such written notice from the Executive and theExecutive terminates his employment on the thirtieth (30th) dayfollowing the Company's failure to remedy the condition.

5.7.         Effect of Termination.  Unless the Company requestsotherwise, upon termination of the Executive's employment for any reason,Executive shall be deemed to have immediately resigned from all positions as anemployee, officer and/or director with the Company, and any of its affiliates,as of the Executive's last day of employment (the "TerminationDate").  

6.               EFFECT OF CHANGE IN CORPORATE CONTROL

6.1.         In the event of a Change in Corporate Control, the vesting of any restrictedstock, stock options or other awards granted to the Executive under the termsof the Company's stock plans or any written agreement with Executive shallbecome immediately vested in full and, in the case of stock options,exercisable in full.

6.2.         In addition, if at any time during the period of twelve (12) consecutivemonths on or following the occurrence of a Change in Corporate Control, theExecutive is involuntarily terminated by the Company as described in Section5.5, then in lieu of the severance pay under Section 5.5, the Executive shallbe eligible to receive as severance pay from the Company a cash lump sumpayment equal to the sum of (i) 200% of the Executive's annual base salary ineffect at the time of the Change in Corporate Control, plus (ii) 200% of theannual bonus paid to the Executive with respect to the last calendar year ofthe Company ending prior to the Change in Corporate Control.  Anyseverance pay provided under this Section 6.2 shall be paid to the Executive onthe thirtieth (30th) day following the Termination Date.  

6.3.         As used herein  a "Change in Corporate Control" shall include anyof the following events: (a) The acquisition in one or more transactions ofmore than fifty percent (50%) of the Company's outstanding Common Stock by anycorporation, or other person or group (within the meaning of Section 14(d)(3)of the Securities Exchange Act of 1934, as amended); (b) Any merger orconsolidation of the Company into or with another corporation in which theCompany is not the surviving entity, or any transfer or sale of substantiallyall of the assets of the Company or any merger or consolidation of the Companyinto or with another corporation in which the Company is the surviving entityand, in connection with such merger or consolidation, all or part of theoutstanding shares of Common Stock shall be changed into or exchanged for otherstock or securities of any other person, or cash, or any other property.

Notwithstanding any provision in theAgreement to the contrary, if any payment under Section 6.2 would result in theimposition of taxes under Code Section 409A, such payment shall not be madeuntil and unless the Change in Corporate Control also qualifies as a 'change inthe ownership of a corporation,' a 'change in the effective control of acorporation' or a 'change in the ownership of a substantial portion of acorporation's assets,' as such terms are defined under Code Section 409A (eacha "409A Change in Control Event").  If a Change in CorporateControl does not so qualify as a 409A Change in Control Event, then theExecutive shall be eligible to receive severance upon an involuntarytermination under Section 5.5.

6.4.         In the event that any payment or benefits received or to be received byExecutive pursuant to this Agreement ("Benefits") would (i) constitute a"parachute payment" within the meaning of Code Section 280G, or any comparablesuccessor provisions, and (ii) but for this subsection, would be subject to theexcise tax imposed by Code Section 4999, or any comparable successor provisions(the "Excise Tax"), then benefits to which Executive will be eligible pursuantto this Section 7 (the "Benefits") shall be either: (i) provided to Executivein full, or (ii) provided to Executive as to such lesser extent which wouldresult in no portion of such benefits being subject to the Excise Tax,whichever of the foregoing amounts, when taking into account applicablefederal, state, local and foreign income and employment taxes, the Excise Tax,and any other applicable taxes, results in the receipt by Executive, on anafter-tax basis, of the greatest amount of benefits, notwithstanding that allor some portion of such benefits may be taxable under the Excise Tax. Unlessthe Company and Executive otherwise agree in writing, any determinationrequired under this subsection shall be made in writing in good faith by anaccountant selected by the mutual agreement of Executive and the Company (the"Accountant"). The Company shall bear all costs the Accountant may reasonablyincur in connection with any calculations contemplated by this subsection.

7.               EFFECT OF NON RENEWAL OF AGREEMENT.  

7.1.         If one hundred twenty (120) days prior to the end of the initial term orrenewal term of this Agreement, the Executive has not received a renewal offerconsistent with the terms of this Agreement, it shall be considered anon-renewal of the Agreement as of the end of the term; provided, that, theExecutive continues to render services to the Company through the end of theterm.

7.2.         In the event of a non-renewal of the Agreement, the Executive will: (i)vest as to 50% of any unvested portion of any stock options granted Executiveprior to this Agreement and shall have a period to exercise the newly vestedoptions that is the lesser of (a) seven (7) years, or (b) the maximum timepermissible without causing an extension of a stock right under Code Section409A; and (ii) have a modified term of the Covenant Not To Solicit to be equal tothe number of months of severance pay granted, but not to be reduced to lessthan twelve (12) months; (iii) be eligible to receive his base salarycontingent on the Executive continuing to render services to the Companythrough the end of the term.  The Executive shall also receive anynonforfeitable benefits already earned and payable to him under the terms ofany deferred compensation, incentive or other benefit plan maintained by theCompany, payable in accordance with the terms of the applicable plan.  

7.3.         In the event of a non-renewal of the Agreement, the Executive shall alsobe eligible to receive severance pay from the Company in the amount of theExecutive's annual base salary, as in effect immediately prior to theTermination Date.  Any severance pay under this Section 7.3 shall be paidto the Executive in substantially equal monthly installments over a twelve (12)month period commencing on the thirtieth (30th) day following theTermination Date.  

8.               PROPRIETARY INFORMATION

8.1.         Confidential Information.  As set forth in the Agreement,"Confidential Information" is defined as the Company's confidentialand proprietary business information, including but not limited to theCompany's products, services, customers, contracts, fees, prices, costs,business affairs, marketing, accounting, financial statements, employees,research, inventions, data, software, and any other confidential andproprietary business information of any kind, nature or description, tangible orintangible, in whatever form.  The Executiveacknowledges that he has been and will be making use of, acquiring and/oradding to Confidential Information.  The Confidential Information is andwill remain the sole and exclusive property of the Company.  The Executivewill not at any time use, divulge, disclose or communicate, either directly orindirectly, in any manner whatsoever, any Confidential Information to anyperson or business entity, or remove from the premises of the Company anyConfidential Information in whatever form, without the prior writtenauthorization of the Board, unless required for Executive to perform theessential functions of his position with the Company while employed by theCompany. The Executive further represents and warrants that he does not possessany confidential, proprietary business information and/or trade secretsbelonging to any other employer, person and/or entity, and that he will not useany confidential, proprietary business information and/or trade secrets belongingto any other employer, person and/or entity in connection with his employmentwith the Company.

8.2.         Unfair Competition.  While employed by the Company,Executive will not, directly or indirectly, own an interest in, operate, join,control, participate in, or be an officer, director, agent, independentcontractor, partner, shareholder, or principal of any person or business entitywhich, directly or indirectly, competes with the Company.  While employedby the Company, Executive will not (1) undertake the planning of ororganization of any business activity competitive with the Company's business,or combine or conspire with other employees or any third party for the purposeof organizing any such competitive business activity, (2) interfere with ordisrupt, or attempt to interfere with or disrupt, any business relationship,contractual or otherwise, between the Company and any other party, includingclients or prospective clients, suppliers, agents or employees of the Company,and/or (3) solicit, induce or influence, or seek to induce or influence, anycustomer or prospective customer of the Company for the purpose of promoting orselling any products or services competitive with those of the Company,directly or indirectly, or by action in concert with others.  TheExecutive may not hold or being beneficially interested in more than 5% of anysingle class of shares or securities of a corporation which are traded on arecognized public stock exchange.

8.3.         Solicitation.  While employed by the Company, and for aperiod of two (2) years after termination of this Agreement for whateverreason, the Executive will not, directly or indirectly, solicit, induce orinfluence, and/or seek to induce or influence, any person who is engaged as aregular, temporary, introductory, full time or part time employee, agent, orindependent contractor by the Company to terminate his or her employment orengagement with the Company for any reason.

8.4.         Injunctive Relief.  The Executive acknowledges that theviolation of any provision of Section 8 of this Agreement would causesubstantial injury to the Company and that the Company would not have enteredinto this Agreement without such restrictions.  In the event of violationof any such provision, the Company will be entitled, without bond of any kind,to injunctive relief and an accounting of profits, compensation, remunerationor other benefits received by the Executive, in addition to any othercontractual, legal or equitable rights, damages or remedies available.

8.5.         Survivorship.  The Executive agrees that his obligationsunder Section 8 of this Agreement will survive the termination of the Agreementfor any reason.

9.               DELAYED PAYMENTS UNDER CODE SECTION 409A.  Notwithstanding anyprovision in the Agreement to the contrary, if upon the Executive's"separation from service" within the meaning of Code Section 409A, heis then a "specified employee" (as defined in Code Section 409A),then to the extent necessary to comply with Code Section 409A and avoid theimposition of taxes under Code Section 409A, the Company shall defer payment of"nonqualified deferred compensation" subject to Code Section 409Apayable as a result of and within six (6) months following such separation fromservice under this Agreement until the earlier of (i) the first business day ofthe seventh month following the Executive's separation from service, or (ii)ten (10) days after the Company receives notification of the Executive'sdeath.  Any such delayed payments shall be made without interest.

10.            BOOKS AND RECORDS.  Upon the termination of this Agreementor the Executive's employment with the Company, or at any other time asrequired by the Company, Executive will immediately surrender to the Companyall Company property, including but not limited to Confidential Information,keys, key cards, computers, telephones, pagers, credit cards, automobiles,equipment, and/or other similar property of  the Company.

11.            REPRESENTATIONS.  The Executive represents that he is notbound by any agreement with any other employer, person and/or entity which inany way limits his ability to work for the Company or that would be breached asa result of the Executive's and/or the Company's performance of all of theterms of this Agreement.  

12.            SEVERABILITY.  It is the desire and intent of the Partiesthat the provisions of this Agreement will be enforced to the fullest extentpermissible under the laws and public policies applied in each jurisdiction inwhich enforcement is sought.  Accordingly, in the event that any one ormore of the provisions of this Agreement will be held invalid, illegal, orunenforceable by a court of competent jurisdiction, the validity, legality, andenforceability of the remaining provisions contained herein will not in any waybe affected thereby.

13.            ASSIGNMENT.  The Company has the right to assign thisAgreement, as well as its rights and obligations hereunder, to any corporationor other entity with or into which the Company may hereafter merge orconsolidate, or to which the Company may transfer all or substantially all ofits assets, provided such corporation or other entity assumes all of theCompany's obligations hereunder. Executive cannot assign this Agreement, inwhole or in part, because it is a contract for personal services.

14.            ENTIRE AGREEMENT.  This Agreement represents the entireagreement of the Parties and shall supersede any prior agreements and any otherprevious contracts, arrangements or understandings between the Company and theExecutive related to employment or with respect to the subject matter herein,including, without limitation, the employment agreement entered into betweenthe Parties, dated as of June 10, 2004, as such agreement was subsequentlyamended. The Agreement may be amended at any time by mutual written agreementof the Parties hereto.

15.            HEADINGS.  The headings contained in this Agreement are includedfor convenience only and no such heading shall in any way alter the meaning ofany provision.

16.            WAIVER.  No breach of any provision hereof can be waivedunless in writing.  Waiver of any one breach of any provision hereof willnot be deemed to be a waiver of any other breach of the same or any otherprovision of this Agreement.

17.            DRAFTING.  This Agreement will be construed in accordancewith its fair meaning as if prepared by all Parties hereto, and will not beinterpreted against either party on the basis that it was prepared by one partyor the other. 

18.            NOTICES.  Any notice required or permitted to be givenunder this Agreement shall be in writing and delivered in person or sent byregistered or certified United States mail, postage and fees prepaid, to theaddresses of the Parties set forth below, or such other address as shall befurnished by notice hereunder by any such party:

To TheCompany:         Board of Directors ofVillageEDOCS, Inc. 

                                   1401 N. Tustin Ave., Suite 230

                                   Santa Ana, CA  92705

 

                                   

ToExecutive:              _________________________

                                   _________________________

 

No failure or refusal to acceptdelivery of any envelope containing such notice shall affect the validity ofsuch notice or the giving thereof.

 

19.            COUNTERPARTS.  This Agreement may be executed. in two (2)counterparts, each of which shall be considered an original.  

20.            FACSIMILE SIGNATURE.  A party's signature by facsimile onthe Agreement will have the sane binding force and effect as a party's originalsignature on the Agreement.

21.            GOVERNING LAW.  The validity, interpretation, constructionand enforcement of this Agreement will be governed by the laws of the State ofCalifornia, without regard to any choice of law principles.

IN WITNESS WHEREOF, the Company hascaused this Agreement to be duly executed, and the Executive has hereunto sethis hand, as of the day and year first above written.

 
| VILLAGEEDOCS, INC.

 

 

By:                                                                   

Name:

Title: | EXECUTIVE:

 

 

                                                                         

H. Jay Hill |
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