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 MICHAEL A. RICHARD (the "Executive")(together, the "Parties"), hereby supersedes all previous employmentagreements between the Parties.  This Agreement is intended to comply with therequirements of Section 409A of the Internal Revenue Code of 1986, as amended(the "Code"), and shall be interpreted in a manner consistent withthat 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 employ theExecutive 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 Chief Financial Officer during theterm of this Agreement. In such capacity, the Executive shall have theauthorities, functions, powers, duties and responsibilities that arecustomarily 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. 

1.2.         Performance of Duties.  The Executive will devote his full time,efforts, abilities, and energies to promote the general welfare and interestsof the Company and any related enterprises of the Company.  Upon the Executiveobtaining prior written approval of the Board, such approval to be granted inthe Board's sole and absolute discretion, the Executive may (i) serve or continueto serve as an officer or on the board of directors of entities that do notcompete with the Company or (ii) serve or continue to serve on the boards oradvisory committees of charitable or other similar organizations.  The Executivewill loyally, conscientiously, and professionally do and perform all duties andresponsibilities of his position, as well as any other duties andresponsibilities as will be reasonably assigned by the Company.  Executive willstrictly adhere to and obey all the Company's rules, policies, procedures,regulations and guidelines, including but not limited to those contained in theCompany's employee handbook, as well any others that the Company mayestablish.  Executive will strictly adhere to all applicable state and/orfederal laws and/or regulations relating to his employment 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, 2010.  After the expiration of suchinitial employment period, the term of the Executive's employment hereundershall automatically be extended without further action by the Parties forsuccessive one (1) year renewal terms, provided that if either party gives theother party at least one hundred twenty (120) days advance written notice ofhis or its intention to not renew this Agreement for an additional term, theAgreement shall 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 annual basesalary during the first twelve months after the Effective Date at a rate of OneHundred Sixty Thousand, Dollars ($160,000.00), payable in installmentsconsistent with the Company's normal payroll schedule.  The Board and/or itsCompensation Committee shall review this base salary at annual intervals, andmay adjust the Executive's annual base salary from time to time as the Board and/orits Compensation Committee deems to be appropriate; provided, however, that thebase salary for the twelve month period following November 13, 2009 and for eachsucceeding twelve-month period shall not be less than 105% of the base salaryfor the prior twelve months.

3.2.         Incentive Bonus.  The Executive shall also be eligible to receivean incentive bonus from the Company based on the Company's performance.  At theend of each calendar year, commencing with 2008, the Executive will earn a bonusto be determined at the discretion of the Board.  Any incentive bonus earned bythe Executive under this Section 3.2 shall be paid in a lump sum payment afterthe filing of the Company's Form 10-K report for such year but in no eventlater than December 31st of the calendar year immediately followingthe calendar year in which such bonus was earned.  For the calendar years 2008and 2009, the bonus will be payable in shares of the Company's common stock.  Foreach calendar year subsequent to 2009, the Board will establish the form ofpayment shortly after the business plan for the year is presented and accepted.

3.3.         Stock Options.  From time to time, the Executive may be grantedstock options as determined by the Board and/or its Compensation Committee,which shall be made under the 2002 Equity Incentive Plan.  The Parties shallenter into separate stock option agreements reflecting the terms of any suchstock option grants.  In the event of any conflict between this Agreement andany separate stock option agreements reflecting the terms of option grants tothe Executive, the terms of the applicable stock option agreement shallprevail.

3.4.         Participation in Benefit Plans.  The Executive shall be eligibleto participate in the employee benefit plans and programs maintained by theCompany from time to time for its executives, or for its employees generally,including without limitation any life, medical, dental, accidental and disabilityinsurance and profit sharing, pension, retirement, savings, stock option,incentive stock and deferred compensation plans, in accordance with the termsand conditions as in effect from time to time.

3.5.         Paid Vacation.  The Executive shall be eligible to ratably earn 160hours of paid vacation, or such greater paid vacation as may be authorized inthe future by the Board and/or its Compensation Committee) during each full yearduring the term of this Agreement and any extensions thereof, prorated forpartial 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 by law,have the right to withhold and deduct from any payment hereunder any federal,state or local taxes of any kind required by law to be withheld with respect toany such payment.

4.               BUSINESS EXPENSES.  Subject to compliance with theCompany's policies regarding substantiation and verification of businessexpenses, Executive is authorized to incur on behalf on the Company, and theCompany will pay, or reimburse Executive for, all customary and reasonableexpenses incurred in connection with the performance of duties hereunder or forpromoting, pursuing or otherwise furthering the business of the Company or anyof its subsidiaries, including reasonable expensesfor travel, 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 of Executive'sdisability, the Company will thereafter have the right, upon written notice toExecutive, to terminate this Agreement, in which case the Termination Date willbe the date of such written notice to the Executive.  As used herein, the term "disability" will mean that the Executive is either(a) unable to engage in any substantial gainful activity (including, withoutlimitation, the Executive's ability to perform the essential functions of hisposition, with or without reasonable accommodation) by reason of any medicallydeterminable physical or mental impairment that can be expected to result indeath or can be expected to last for a continuation period of not less than 12months (or, if longer, for a period beyond anyprotected leave to which the Executive is entitled under applicable law and theCompany's policies), or (b) by reason of any medically determinablephysical or mental impairment that can be expected to result in death or can beexpected to last for a continuous period of not less than 12 months, receivingincome replacement benefits for a period of not less than three months under anaccident and health plan covering employees of the Company.  The Company will provide all applicable legally-requiredleaves to the Executive 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 benefit shallcommence on the last day of the month following the Termination Date and ceasewith (i) the month in which the Executive returns to active employment, eitherwith the Company or otherwise, or the latest of (ii) the end of the initial termof this Agreement, or the current renewal term, as the case may be, or (iii)the sixth month after the Termination Date. Any amounts payable under thisSection 5.3 shall be reduced by any amounts paid to the Executive under anylong-term disability plan or other disability program or insurance policiesmaintained or provided by the Company.  In the event of the Executive'stermination based on the disability of the Executive, the Executive will not beeligible 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 action bythe 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 one-half of theExecutive's annual base salary, as in effect immediately prior to the TerminationDate.  Any severance pay under this Section 5.5 shall be paid to the Executive insubstantially equal monthly installments over a six (6) month period commencingon the thirtieth (30th) day following the Termination Date.  Inaddition, the vesting of any restricted stock, stock options or other awardsgranted to the Executive under the terms of the Company's stock plan or anywritten agreement with the Executive shall become immediately vested in fulland, in the case of stock options, exercisable in full.  The Executive shallalso be permitted to continue to participate, at the Company's expense, in allbenefit and insurance plans, coverage and programs in which he wasparticipating in for a period of six (6) months; provided, that, theExecutive's continued participation in such benefit and insurance plans,coverage and programs is permissible under (i) the governing documents of suchplans, coverage and programs, and (ii) applicable laws.  The Executive shallnot be required to mitigate the amount of any payment or benefit contemplatedby this paragraph.  

5.6.         Voluntary Termination.  If the Executive voluntarily terminateshis employment with the Company for any reason, this Agreement will terminateautomatically, and Executive will not be eligible to receive any severance pay. For purposes of this Agreement, a resignation by the Executive shall not bedeemed to be voluntary, but shall be deemed an involuntary termination asdescribed in Section 5.5, if the Executive resigns due to any one of thefollowing conditions arising without the consent of the Executive, (i) he isassigned to a position other than President and Chief Executive Officer of theCompany (other than for Cause, or by reason of permanent disability), (ii) amaterial diminution in his authority, duties and responsibilities, (iii) he istransferred to a geographic location of employment more than 20 miles from thecurrent location of employment, which represents a material change in thelocation at which the Executive must perform services to the Company, and (iv) heis directed to report to anyone other than the Board; provided, however, thatthe Executive must notify the Company in writing within 30 days of the initialexistence of the condition described in (i) through (iv) above, the Companyfails to remedy the condition within 30 days upon receipt of such writtennotice from the Executive and the Executive terminates his employment on thethirtieth (30th) day following the Company's failure to remedy thecondition.

5.7.         Effect of Termination.  Unless the Company requests otherwise,upon termination of the Executive's employment for any reason, Executive shallbe deemed to have immediately resigned from all positions as an employee,officer and/or director with the Company, and any of its affiliates, as of the Executive'slast day of employment (the "Termination Date").  

6.               EFFECT OF CHANGE IN CORPORATE CONTROL

6.1.         In the event of a Change in Corporate Control, the vesting of anyrestricted stock, stock options or other awards granted to the Executive underthe terms of the Company's stock plans or any written agreement with Executiveshall become 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) 50% of the Executive's annual base salary ineffect at the time of the Change in Corporate Control, plus (ii) 50% of theannual bonus paid to the Executive with respect to the last calendar year ofthe Company ending prior to the Change in Corporate Control.  Any severance payprovided under this Section 6.2 shall be paid to the Executive on the thirtieth(30th) day following the Termination Date.  

6.3.         As used herein  a "Change in Corporate Control" shall include any of thefollowing events: (a) The acquisition in one or more transactions of more thanfifty 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 Corporate Controldoes not so qualify as a 409A Change in Control Event, then the Executive shallbe eligible to receive severance upon an involuntary termination under Section5.5.

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 the term.

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 equalto the number of months of severance pay granted, but not to be reduced to lessthan twelve (12) months; (iii) be eligible to receive his base salary contingenton the Executive continuing to render services to the Company through the endof the term.  The Executive shall also receive any nonforfeitable benefitsalready earned and payable to him under the terms of any deferred compensation,incentive or other benefit plan maintained by the Company, payable inaccordance 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 one-halfthe Executive's annual base salary, as in effect immediately prior to the TerminationDate.  Any severance pay under this Section 7.3 shall be paid to the Executive insubstantially equal monthly installments over a six (6) month period commencingon the thirtieth (30th) day following the Termination 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, tangibleor intangible, 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 and will remainthe sole and exclusive property of the Company.  The Executive will not at anytime use, divulge, disclose or communicate, either directly or indirectly, inany manner whatsoever, any Confidential Information to any person or businessentity, or remove from the premises of the Company any Confidential Informationin whatever form, without the prior written authorization of the Board, unlessrequired for Executive to perform the essential functions of his position withthe Company while employed by the Company. The Executive further represents andwarrants that he does not possess any confidential, proprietary businessinformation and/or trade secrets belonging to any other employer, person and/orentity, and that he will not use any confidential, proprietary businessinformation and/or trade secrets belonging to any other employer, person and/orentity in connection with his employment with the Company.

8.2.         Unfair Competition.  While employed by the Company, Executivewill not, directly or indirectly, own an interest in, operate, join, control,participate in, or be an officer, director, agent, independent contractor,partner, shareholder, or principal of any person or business entity which,directly or indirectly, competes with the Company.  While employed by theCompany, Executive will not (1) undertake the planning of or organization ofany business activity competitive with the Company's business, or combine orconspire with other employees or any third party for the purpose of organizingany such competitive business activity, (2) interfere with or disrupt, orattempt to interfere with or disrupt, any business relationship, contractual orotherwise, between the Company and any other party, including clients orprospective clients, suppliers, agents or employees of the Company, and/or (3)solicit, induce or influence, or seek to induce or influence, any customer orprospective customer of the Company for the purpose of promoting or selling anyproducts or services competitive with those of the Company, directly orindirectly, or by action in concert with others.  The Executive may not hold orbeing beneficially interested in more than 5% of any single class of shares orsecurities of a corporation which are traded on a recognized public stockexchange.

8.3.         Solicitation.  While employed by the Company, and for a period oftwo (2) years after termination of this Agreement for whatever reason, theExecutive will not, directly or indirectly, solicit, induce or influence,and/or seek to induce or influence, any person who is engaged as a regular, temporary,introductory, full time or part time employee, agent, or independent contractorby the Company to terminate his or her employment or engagement with theCompany for any reason.

8.4.         Injunctive Relief.  The Executive acknowledges that the violationof any provision of Section 8 of this Agreement would cause substantialinjury to the Company and that the Company would not have entered into thisAgreement without such restrictions.  In the event of violation of any suchprovision, the Company will be entitled, without bond of any kind, toinjunctive relief and an accounting of profits, compensation, remuneration orother benefits received by the Executive, in addition to any other contractual,legal or equitable rights, damages or remedies available.

8.5.         Survivorship.  The Executive agrees that his obligations underSection 8 of this Agreement will survive the termination of the Agreement forany 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 the impositionof 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 the termsof 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 or more ofthe 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 areincluded for convenience only and no such heading shall in any way alter themeaning of any provision.

16.            WAIVER.  No breach of any provision hereof can be waivedunless in writing.  Waiver of any one breach of any provision hereof will notbe deemed to be a waiver of any other breach of the same or any other provisionof 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 given underthis 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 The Company:         Board ofDirectors of VillageEDOCS, Inc. 

                                    1401 N. Tustin Ave., Suite 230

                                    Santa Ana, CA  92705

 

                                    

To Executive:               _________________________

                                    _________________________

 

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 of California, 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:

 

 

                                                                        

Michael A. Richard |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|