EXHIBIT
4.52




LOAN
AND SECURITY AGREEMENT





THIS LOAN AND SECURITY
AGREEMENT (this “Agreement”) dated as of May
24, 2010 (the “Effective
Date”) between SILICON
VALLEYBANK, a
California corporation (“Bank”), on the one side, and
VillageEDOCS, Inc., a Delaware corporation ("VillageEDOCS"), MessageVision,
Inc., a California corporation ("MessageVision"), Decision Management Company, Inc.,a
California corporation ("Decision Management"), GoSolutions, Inc., a Florida
corporation ("GoSolutions"), and GoSolo Technologies, Inc., a Florida
corporation ("GoSolo") (and with VillageEDOCS, MessageVision, Decision
Management, GoSolutions and GoSolo being jointly and severally referred to
herein as the “Borrower”), on the other side,
provides the terms on which Bank shall lend to Borrower and Borrower shall repay
Bank.  The parties agree as follows:




1       
     ACCOUNTING AND OTHER
TERMS




Accounting
terms not defined in this Agreement shall be construed following
GAAP.  Calculations and determinations must be made following
GAAP.  Capitalized terms not otherwise defined in this Agreement shall
have the meanings set forth in Section 13.  All other terms
contained in this Agreement, unless otherwise indicated, shall have the meaning
provided by the Code to the extent such terms are defined therein.




2         
   LOAN
AND TERMS OF PAYMENT




2.1    
     Promise to
Pay.  Borrower hereby unconditionally promises to pay Bank the
outstanding principal amount of all Credit Extensions and accrued and unpaid
interest thereon as and when due in accordance with this Agreement.




2.1.1      
Revolving
Advances.




(a)           Availability.  Subject
to the terms and conditions of this Agreement and to deduction of Reserves, Bank
shall make Advances not exceeding the Availability Amount.  Amounts
borrowed hereunder may be repaid and, prior to the Revolving Line Maturity Date,
reborrowed, subject to the applicable terms and conditions precedent
herein.




(b)           Termination;
Repayment.  The Revolving Line terminates on the Revolving Line
Maturity Date, when the principal amount of all Advances, the unpaid interest
thereon, and all other Obligations relating to the Revolving Line shall be
immediately due and payable.




2.1.2       Letters of Credit
Sublimit.




(a)           As
part of the Revolving Line, Bank shall issue or have issued Letters of Credit
denominated in Dollars or a Foreign Currency for Borrower’s
account.  The aggregate Dollar Equivalent of the face amount of
outstanding Letters of Credit (including drawn but unreimbursed Letters of
Credit and any Letter of Credit Reserve) may not exceed the lesser of (A)
$1,000,000, minus (i) the sum of all amounts used for Cash Management
Services, and minus (ii) the FX Reduction Amount, or (B) the lesser of
Maximum Dollar Amount or the Borrowing Base, minus (i) the sum of all
outstanding principal amounts of any Advances (including any amounts used for
Cash Management Services), and minus (ii) the FX Reduction Amount.




(b)           If,
on the Revolving Line Maturity Date (or the effective date of any termination of
this Agreement), there are any outstanding Letters of Credit, then on such date
Borrower shall provide to Bank cash collateral in an amount equal to 110% of the
Dollar Equivalent of the face amount of all such Letters of Credit plus all
interest, fees, and costs due or to become due in connection therewith (as
estimated by Bank in its good faith business judgment), to secure all of the
Obligations relating to such Letters of Credit.  All Letters of Credit
shall be in form and substance acceptable to Bank in its sole discretion and
shall be subject to the terms and conditions of Bank’s standard Application and
Letter of Credit Agreement (the “Letter of Credit
Application”).  Borrower agrees to execute any further
documentation in connection with the Letters of Credit as Bank may reasonably
request.  Borrower further agrees to be bound by the regulations and
interpretations of the issuer of any Letters of Credit guarantied by Bank and
opened for Borrower’s account or by Bank’s interpretations of any Letter of
Credit issued by Bank for Borrower’s account, and Borrower understands and
agrees that Bank shall not be liable for any error, negligence, or mistake,
whether of omission or commission, in following Borrower’s instructions or those
contained in the Letters of Credit or any modifications, amendments, or
supplements thereto.











(c)           The
obligation of Borrower to immediately reimburse Bank for drawings made under
Letters of Credit shall be absolute, unconditional, and irrevocable, and shall
be performed strictly in accordance with the terms of this Agreement, such
Letters of Credit, and the Letter of Credit Application.




(d)           Borrower
may request that Bank issue a Letter of Credit payable in a Foreign
Currency.  If a demand for payment is made under any such Letter of
Credit, Bank shall treat such demand as an Advance to Borrower of the Dollar
Equivalent of the amount thereof (plus fees and charges in connection therewith
such as wire, cable, SWIFT or similar charges).




(e)           To
guard against fluctuations in currency exchange rates, upon the issuance of any
Letter of Credit payable in a Foreign Currency, Bank shall create a reserve (the
“Letter of Credit
Reserve”) under the Revolving Line in an amount equal to ten percent
(10%) of the face amount of such Letter of Credit.  The amount of the
Letter of Credit Reserve may be adjusted by Bank from time to time to account
for fluctuations in the exchange rate.  The availability of funds
under the Revolving Line shall be reduced by the amount of such Letter of Credit
Reserve for as long as such Letter of Credit remains outstanding.




2.1.3       Foreign Exchange
Sublimit.  As part of the Revolving Line, Borrower may enter
into foreign exchange contracts with Bank under which Borrower commits to
purchase from or sell to Bank a specific amount of Foreign Currency (each, a
“FX Forward Contract”)
on a specified date (the “Settlement
Date”).  FX Forward Contracts shall have a Settlement Date of
at least one (1) FX Business Day after the contract date and shall be subject to
a reserve of ten percent (10%) of each outstanding FX Forward Contract (the
“FX
Reserve”).  The aggregate amount of FX Forward Contracts at any
one time may not exceed ten (10) times the lesser of (A) $1,000,000 minus
(i) the sum of all amounts used for Cash Management Services, and minus
(ii) the  Dollar Equivalent of the face amount of any outstanding
Letters of Credit (including drawn but unreimbursed Letters of Credit and any
Letter of Credit Reserve), or (B) the lesser of Maximum Dollar Amount or
the Borrowing Base, minus (i) the sum of all outstanding principal amounts
of any Advances (including any amounts used for Cash Management Services), and
minus (ii) the Dollar Equivalent of the face amount of any outstanding Letters
of Credit (including drawn but unreimbursed Letters of Credit and any Letter of
Credit Reserve).  The amount otherwise available for Credit Extensions
under the Revolving Line shall be reduced by an amount equal to ten percent
(10%) of each outstanding FX Forward Contract (the “FX Reduction Amount”). 
Any amounts needed to fully reimburse Bank for any amounts not paid by Borrower
in connection with FX Forward Contracts will be treated as Advances under the
Revolving Line and will accrue interest at the interest rate applicable to
Advances.




2.1.4       Cash Management Services
Sublimit. Borrower may use the Revolving Line for Bank’s cash management
services, which may include merchant services, direct deposit of payroll,
business credit card, and check cashing services identified in Bank’s various
cash management services agreements (collectively, the “Cash Management Services”), in
an aggregate amount not to exceed the lesser of (A) $1,000,000 minus (i)
the  Dollar Equivalent of the face amount of any outstanding Letters
of Credit (including drawn but unreimbursed Letters of Credit and any Letter of
Credit Reserve), and minus (ii) the FX Reduction Amount, or (B) the lesser of
the Maximum Dollar Amount or the Borrowing Base, minus (i) the sum of all
outstanding principal amounts of any Advances, minus the Dollar Equivalent of
the face amount of any outstanding Letters of Credit (including drawn but
unreimbursed Letters of Credit and any Letter of Credit Reserve), and minus
(iii) the FX Reduction Amount.  Any amounts Bank pays on behalf of
Borrower for any Cash Management Services will be treated as Advances under the
Revolving Line and will accrue interest at the interest rate applicable to
Advances




2




2.1.5       Merchant Services
Accommodations.  In addition to availability for Credit
Extensions under the Revolving Line and the related items in the above sections,
Bank may, in its discretion, extend additional merchant services credit
accommodations ("Merchant Services Accommodations") relating to credit card
collections for GoSolo, only, in an aggregate amount not to exceed $350,000 at
any time outstanding.  The obligations to repay any such credit
extensions hereunder shall be considered an "Obligation" for all purposes
hereof.  The Merchant Services Accommodations credit line terminates
on the Revolving Line Maturity Date, when the principal amount of all such
outstanding Merchant Services Accommodations, any and all unpaid interest
thereon, and all other Obligations relating thereto shall be immediately due and
payable.




2.2          Overadvances.  If,
at any time, the sum of (a) the outstanding principal amount of any Advances
(including any amounts used for Cash Management Services), plus (b) the face
amount of any outstanding Letters of Credit (including drawn but unreimbursed
Letters of Credit and any Letter of Credit Reserve), plus (c) the FX Reduction
Amount (such sum being an “Overadvance”) exceeds the
lesser of either the Maximum Dollar Amount or the Borrowing Base (such excess
being an “Overadvance”), Borrower shall immediately pay to Bank in cash such
Overadvance.  Without limiting Borrower’s obligation to repay Bank any
amount of the Overadvance, Borrower agrees to pay Bank interest on the
outstanding amount of any Overadvance, on demand, at the Default
Rate.




2.3          Payment of Interest on the Credit
Extensions.




(a)           Advances.  Subject
to Section 2.3(b), the principal amount outstanding under the Revolving Line and
the Merchant Services Accommodations line shall accrue interest at a floating
per annum rate equal to the greater of (i) four and three-quarters percentage
points (4.75%) above the Prime Rate or (ii) 8.75%, which interest shall be
payable monthly in accordance with Section 2.3(f) below.




(b)           Default
Rate.  Immediately upon the occurrence and during the
continuance of an Event of Default, Obligations shall bear interest at a rate
per annum which is five percentage points (5.00%) above the rate that is
otherwise applicable thereto (the “Default Rate”) unless Bank
otherwise elects from time to time in its sole discretion to impose a smaller
increase.  Fees and expenses which are required to be paid by Borrower
pursuant to the Loan Documents (including, without limitation, Bank Expenses)
but are not paid when due shall bear interest until paid at a rate equal to the
highest rate applicable to the Obligations.  Payment or acceptance of
the increased interest rate provided in this Section 2.3(b) is not a
permitted alternative to timely payment and shall not constitute a waiver of any
Event of Default or otherwise prejudice or limit any rights or remedies of
Bank.




(c)           Adjustment to Interest
Rate. Changes to the interest
rate of any Credit Extension based on changes to the Prime Rate shall be
effective on the effective date of any change to the Prime Rate and to the
extent of any such change.




(d)           Debit of
Accounts.  Bank may debit any of Borrower’s deposit accounts,
including the Designated Deposit Account, for principal and interest payments or
any other amounts Borrower owes Bank when due.  These debits shall not
constitute a set-off.




(e)           Minimum Monthly
Interest.  In the event the aggregate amount of interest earned
by Bank in any month (exclusive of any collateral monitoring fees, unused line
fees, or any other fees and charges hereunder and exclusive of any interest
earned with respect to the Merchant Services Accommodations line) is less than
$4,000 (the “Minimum Monthly
Interest”), Borrower shall pay Bank an amount, payable on the last day of
such month, in an amount equal to the (i) Minimum Monthly Interest minus
(ii) the aggregate amount of all interest earned by Bank (exclusive of any
collateral monitoring fees, unused line fees, or any other fees and charges
hereunder) in such month.




(f)           Payment; Interest
Computation; Float Charge.  Interest is payable monthly on the
last calendar day of each month and shall be computed on the basis of a 360-day
year for the actual number of days elapsed.  In computing interest,
(i) all Payments received after 12:00 p.m. Pacific time on any day shall be
deemed received at the opening of business on the next Business Day, and
(ii) the date of the making of any Credit Extension shall be included and
the date of payment shall be excluded; provided, however, that if
any Credit Extension is repaid on the same day on which it is made, such day
shall be included in computing interest on such Credit Extension.  In
addition, Bank shall be entitled to charge Borrower a “float” charge in an
amount equal to three (3) Business Days interest, at the interest rate
applicable to the Advances whether or not any Advances are outstanding, on all
Payments received by Bank.  Such float charge is not included in
interest for purposes of computing Minimum Monthly Interest (if any) under this
Agreement.  The float charge for each month shall be payable on the
last day of the month.  Bank shall not, however, be required to credit
Borrower's account for the amount of any item of payment which is unsatisfactory
to Bank in its good faith business judgment, and Bank may charge Borrower's
Designated Deposit Account for the amount of any item of payment which is
returned to Bank unpaid.




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2.4          Fees.  Borrower
shall pay to Bank:




(a)           Commitment
Fee.  A fully earned, non-refundable commitment fee of $50,000,
which shall be payable in four installments of $12,500, with the first of such
installments due and payable on the Effective Date, and with each of the
succeeding installments of $12,5000 payable on each of (i) the date that is six
months thereafter, (ii) the first anniversary of the Effective Date and (iii) on
the date that is six months following the first anniversary of the Effective
Date, provided that such fee shall become fully payable on the acceleration of
the Obligations following an Event of Default or on a prepayment by Borrower of
the Obligations.




(b)           Letter of Credit
Fee.  Bank’s customary fees and expenses for the issuance or
renewal of Letters of Credit, upon the issuance of such Letter of Credit, each
anniversary of the issuance during the term of such Letter of Credit, and upon
the renewal of such Letter of Credit by Bank;




(c)           Termination
Fee.  A termination fee as set forth in Section 12.1
hereof;




(d)           Collateral Monitoring
Fee.  A monthly collateral monitoring fee of $1,000, payable in
arrears on the last day of each month (prorated for any partial month at the
beginning and upon termination of this Agreement); and




(e)           Bank
Expenses.  All Bank Expenses (including reasonable attorneys’
fees and expenses for documentation and negotiation of this Agreement incurred
through and after the Effective Date, when due (or, if there is no stated due
date, upon demand by Bank).




2.5          Payments; Application of
Payments.




(a)           All
payments (including prepayments) to be made by Borrower under any Loan Document
shall be made in immediately available funds in U.S. Dollars, without setoff or
counterclaim, before 12:00 p.m. Pacific time on the date when
due.  Payments of principal and/or interest received after 12:00 p.m.
Pacific time are considered received at the opening of business on the next
Business Day.  When a payment is due on a day that is not a Business
Day, the payment shall be due the next Business Day, and additional fees or
interest, as applicable, shall continue to accrue until paid.




(b)           All
payments with respect to the Obligations may be applied in such order and manner
as Bank shall determine in its sole discretion.  Borrower shall have
no right to specify the order or the accounts to which Bank shall allocate or
apply any payments required to be made by Borrower to Bank or otherwise received
by Bank under this Agreement when any such allocation or application is not
specified elsewhere in this Agreement.




3       
     CONDITIONS OF
LOANS




3.1          Conditions Precedent to Initial
Credit Extension.  Bank’s obligation to make the initial Credit
Extension is subject to the condition precedent that Bank shall have received,
in form and substance satisfactory to Bank in its discretion, such documents,
and completion of such other matters, as Bank may reasonably deem necessary or
appropriate, including, without limitation:




(a)           duly
executed original signatures to the Loan Documents;




(b)           duly
executed original signatures to the Control Agreements, if
applicable;




4




(c)           As
to each Borrower, its Operating Documents and a good standing certificate of
Borrower certified by the Secretary of State of organization of such Borrower,
as of a date no earlier than thirty (30) days prior to the Effective
Date;




(d)           duly
executed original signatures to the completed Borrowing Resolutions for
Borrower;




(e)           the
Subordination Agreement by C. Alan Williams in favor of Bank, together with the
duly executed original signatures thereto;




(f)           evidence
that the documents and/or filings evidencing the perfection of any Liens
conflicting with the Bank such Liens, including without limitation any financing
statements and/or control agreements, have or will, concurrently with the
initial Credit Extension, be terminated or otherwise addressed in a manner
acceptable to the Bank in its discretion.




(g)           certified
copies, dated as of a recent date, of financing statement searches, as Bank
shall request, accompanied by written evidence (including any UCC termination
statements) that the Liens indicated in any such financing statements either
constitute Permitted Liens or have been or, in connection with the initial
Credit Extension, will be terminated or released or otherwise addressed in a
manner acceptable to Bank;




(h)           the
Perfection Certificates of Borrower, together with the duly executed original
signatures thereto;




(i)           the
insurance policies and/or endorsements required pursuant to Section 6.7 hereof,
together with appropriate evidence showing lender loss payable and/or additional
insured clauses or endorsements in favor of Bank; and




(j)           payment
of the fees and Bank Expenses then due as specified in Section 2.4 hereof;
and.




(k)         
the delivery by Borrower of such instruments, documents and agreements and the
taking by Borrower of such actions, as, in each instance, Bank shall determine
is necessary or advisable in connection with this Agreement and with the Loan
Documents.




3.2          Conditions Precedent to all Credit
Extensions.  Bank’s obligations to make each Credit Extension,
including the initial Credit Extension, is subject to the following conditions
precedent:




(a)           except
as otherwise provided in Section 3.5(a), timely receipt of an executed
Transaction Report;




(b)           the
representations and warranties in this Agreement shall be true, accurate, and
complete in all material respects on the date of the Transaction Report and on
the Funding Date of each Credit Extension; provided, however, that such
materiality qualifier shall not be applicable to any representations and
warranties that already are qualified or modified by materiality in the text
thereof; and provided, further that those representations and warranties
expressly referring to a specific date shall be true, accurate and complete in
all material respects as of such date, and no Default or Event of Default shall
have occurred and be continuing or result from the Credit
Extension.  Each Credit Extension is Borrower’s representation and
warranty on that date that the representations and warranties in this Agreement
remain true, accurate, and complete in all material respects; provided, however,
that such materiality qualifier shall not be applicable to any representations
and warranties that already are qualified or modified by materiality in the text
thereof; and provided, further that those representations and warranties
expressly referring to a specific date shall be true, accurate and complete in
all material respects as of such date; and




(c)           in
Bank’s sole discretion, there has not been a Material Adverse
Change.




3.3     
    Post-Closing
Conditions.




(a)           Unless
otherwise provided in writing, Bank shall have received, in form and substance
satisfactory to Bank, the Initial Audit within 30 days of of the Effective
Date.




5




(b)           Comply
with the covenant set forth in Section 6.8(a) regarding bank accounts and other
accounts, all as more fully set forth therein.




3.4          Covenant to Deliver.




Except as
otherwise provided in Section 3.3, Borrower agrees to deliver to Bank each item
required to be delivered to Bank under this Agreement as a condition precedent
to any Credit Extension.  Borrower expressly agrees that a Credit
Extension made prior to the receipt by Bank of any such item shall not
constitute a waiver by Bank of Borrower’s obligation to deliver such item, and
the making of any Credit Extension in the absence of a required item shall be in
Bank’s sole discretion.




3.5          Procedures for
Borrowing.  Subject to the prior satisfaction of all other
applicable conditions to the making of an Advance set forth in this Agreement,
to obtain an Advance (other than Advances under Sections 2.1.2 or 2.1.4),
Borrower shall notify Bank (which notice shall be irrevocable) by electronic
mail, facsimile, or telephone by 12:00 p.m. Pacific time on the Funding Date of
the Advance.  Together with such notification, Borrower must promptly
deliver to Bank by electronic mail or facsimile a completed Transaction Report
executed by a Responsible Officer or his or her designee.  Bank shall
credit Advances to the Designated Deposit Account.  Bank may make
Advances under this Agreement based on instructions from a Responsible Officer
or his or her designee or without instructions if the Advances are necessary to
meet Obligations which have become due.  Bank may rely on any
telephone notice given by a person whom Bank believes is a Responsible Officer
or designee.




4             CREATION
OF SECURITY INTEREST




4.1          Grant of Security
Interest.  Borrower hereby grants Bank, to secure the payment
and performance in full of all of the Obligations, a continuing security
interest in, and pledges to Bank, the Collateral, wherever located, whether now
owned or hereafter acquired or arising, and all proceeds and products
thereof.




4.2          Priority of Security
Interest.  Borrower represents, warrants, and covenants that
the security interest granted herein is and shall at all times continue to be a
first priority perfected security interest in the Collateral (subject only to
Permitted Liens that may pursuant to the terms hereof, are allowed to have
superior priority to Bank’s Lien under this Agreement),
provided, however, that notwithstanding anything to the contrary Collateral
hereunder shall not include the Questys IP until such time as the Questys Debt
shall be repaid and at such time, and without any further act or notice
hereunder, the term “Collateral” hereunder shall include the Questys
IP.  If Borrower shall acquire a commercial tort claim,
Borrower shall promptly notify Bank in a writing signed by Borrower of the
general details thereof and grant to Bank in such writing a security interest
therein and in the proceeds thereof, all upon the terms of this Agreement, with
such writing to be in form and substance reasonably satisfactory to
Bank.




If this
Agreement is terminated, Bank’s Lien in the Collateral shall continue until the
Obligations (other than inchoate indemnity obligations) are repaid in full in
cash.  Upon payment in full in cash of the Obligations and at such
time as Bank’s obligation to make Credit Extensions has terminated, Bank shall,
at Borrower’s sole cost and expense, release its Liens in the Collateral and all
rights therein shall revert to Borrower.




4.3          Authorization to File Financing
Statements.  Borrower hereby authorizes Bank to file financing
statements, without notice to Borrower, with all appropriate jurisdictions to
perfect or protect Bank’s interest or rights hereunder, including a notice that
any disposition of the Collateral, by either Borrower or any other Person, shall
be deemed to violate the rights of Bank under the Code.   Such
financing statements may indicate the Collateral as “all assets of the Debtor”
or words of similar effect, or as being of an equal or lesser scope, or with
greater detail, all in Bank’s discretion




6




5      
      REPRESENTATIONS AND
WARRANTIES




Borrower
represents and warrants as follows:




5.1          Due Organization, Authorization;
Power and Authority.  Borrower is duly existing and in good
standing as a Registered Organization in its jurisdiction of formation and is
qualified and licensed to do business and is in good standing in any
jurisdiction in which the conduct of its business or its ownership of property
requires that it be qualified except where the failure to do so could not
reasonably be expected to have a material adverse effect on Borrower’s
business.  In connection with this Agreement, Borrower has delivered
to Bank a completed certificate signed by Borrower,
entitled “Perfection Certificate”.  Borrower represents and warrants
to Bank that (a) Borrower’s exact legal name is that indicated on the Perfection
Certificate and on the signature page hereof; (b) Borrower is an
organization of the type and is organized in the jurisdiction set forth in the
Perfection Certificate; (c) the Perfection Certificate accurately sets forth
Borrower’s organizational identification number or accurately states that
Borrower has none; (d) the Perfection Certificate accurately sets forth
Borrower’s place of business, or, if more than one, its chief executive office
as well as Borrower’s mailing address (if different than its chief executive
office); (e) Borrower (and each of its predecessors) has not, in the past
five (5) years, changed its jurisdiction of formation, organizational structure
or type, or any organizational number assigned by its jurisdiction; and (f) all
other information set forth on the Perfection Certificate pertaining to Borrower
and each of its Subsidiaries is accurate and complete (it being understood and
agreed that Borrower may from time to time update certain information in the
Perfection Certificate after the Effective Date to the extent permitted by one
or more specific provisions in this Agreement).  If Borrower is not
now a Registered Organization but later becomes one, Borrower shall promptly
notify Bank of such occurrence and provide Bank with Borrower’s organizational
identification number.




The
execution, delivery and performance by Borrower of the Loan Documents to which
it is a party have been duly authorized, and do not (i) conflict with any of
Borrower’s organizational documents, (ii) contravene, conflict with,
constitute a default under or violate any material Requirement of Law,
(iii) contravene, conflict or violate any applicable order, writ, judgment,
injunction, decree, determination or award of any Governmental Authority by
which Borrower or any of its Subsidiaries or any of their property or assets may
be bound or affected, (iv) require any action by, filing, registration, or
qualification with, or Governmental Approval from, any Governmental Authority
(except such Governmental Approvals which have already been obtained and are in
full force and effector (v) constitute
an event of default under any material agreement by which Borrower is
bound.  Borrower is not in default under any agreement to which it is
a party or by which it is bound in which the default could reasonably be
expected to have a material adverse effect on Borrower’s business.




5.2          Collateral.  Borrower
has good title to, has rights in, and the power to transfer each item of the
Collateral upon which it purports to grant a Lien hereunder, free and clear of
any and all Liens except Permitted Liens.  Borrower has no Collateral
Accounts other than the Collateral Accounts with Bank, the Collateral Accounts,
if any, described in the Perfection Certificate delivered to Bank in connection
herewith, or of which Borrower has given Bank notice and taken such actions as
are necessary to give Bank a perfected security interest therein.  The
Accounts are bona fide, existing obligations of the Account
Debtors.




The
Collateral is not in the possession of any third party bailee (such as a
warehouse) except as otherwise provided in the Perfection
Certificate.  None of the components of the Collateral shall be
maintained at locations other than as provided in the Perfection Certificate or
as permitted pursuant to Section 7.2.




All
Inventory is in all material respects of good and marketable quality, free from
material defects.




5.3          Accounts Receivable;
Inventory.




(a)           For
each Account with respect to which Advances are requested, on the date each
Advance is requested and made, such Account shall be an Eligible
Account.




(b)           All
statements made and all unpaid balances appearing in all invoices, instruments
and other documents evidencing the Eligible Accounts are and shall be true and
correct and all such invoices, instruments and other documents, and all of
Borrower's Books are genuine and in all respects what they purport to
be.  Whether or not an Event of Default has occurred and is
continuing, Bank may notify any Account Debtor owing Borrower money of Bank’s
security interest in such funds and verify the amount of such Eligible
Account.  All sales and other transactions underlying or giving rise
to each Eligible Account shall comply in all material respects with all
applicable laws and governmental rules and regulations.  Borrower has
no knowledge of any actual or imminent Insolvency Proceeding of any Account
Debtor whose accounts are Eligible Accounts in any Transaction
Report.  To the best of Borrower’s knowledge, all signatures and
endorsements on all documents, instruments, and agreements relating to all
Eligible Accounts are genuine, and all such documents, instruments and
agreements are legally enforceable in accordance with their terms.




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5.4          Litigation.  There
are no actions or proceedings pending or, to the knowledge of the Responsible
Officers, threatened in writing by or against Borrower or any of its
Subsidiaries involving more than $50,000 individually or $100,000 in the
aggregate.




5.5          Financial Statements; Financial
Condition.  All consolidated financial statements for Borrower
and any of its Subsidiaries delivered to Bank fairly present in all material
respects Borrower’s consolidated financial condition and Borrower’s consolidated
results of operations.  There has not been any material deterioration
in Borrower’s consolidated financial condition since the date of the most recent
financial statements submitted to Bank.




5.6          Solvency.  The fair
salable value of Borrower’s assets (including goodwill minus disposition costs)
exceeds the fair value of its liabilities; Borrower is not left with
unreasonably small capital after the transactions in this Agreement; and
Borrower is able to pay its debts (including trade debts) as they
mature.




5.7          Regulatory
Compliance.  Borrower is not an “investment company” or a
company “controlled” by an “investment company” under the Investment Company Act
of 1940, as amended.  Borrower is not engaged as one of its important
activities in extending credit for margin stock (under Regulations X, T and U of
the Federal Reserve Board of Governors).  Borrower has complied in all
material respects with the Federal Fair Labor Standards Act.  Neither
Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of
a “holding company” or a “subsidiary company” of a “holding company” as each
term is defined and used in the Public Utility Holding Company Act of
2005.  Borrower has not violated any laws, ordinances or rules, the
violation of which could reasonably be expected to have a material adverse
effect on its business.  None of Borrower’s or any of its
Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary
or, to the best of Borrower’s knowledge, by previous Persons, in disposing,
producing, storing, treating, or transporting any hazardous substance other than
legally.  Borrower and each of its Subsidiaries have obtained all
consents, approvals and authorizations of, made all declarations or filings
with, and given all notices to, all Government Authorities that are necessary to
continue their respective businesses as currently conducted.




5.8          Subsidiaries;
Investments.  Borrower does not own any stock, partnership
interest or other equity securities except for Permitted
Investments.




5.9          Tax Returns and Payments; Pension
Contributions.  Borrower has timely filed all required tax
returns and reports, and Borrower has timely paid all foreign, federal, state
and local taxes, assessments, deposits and contributions owed by
Borrower.  Borrower may defer payment of any contested taxes, provided
that Borrower (a) in good faith contests its obligation to pay the taxes by
appropriate proceedings promptly and diligently instituted and conducted, (b)
notifies Bank in writing of the commencement of, and any material development
in, the proceedings, (c) posts bonds or takes any other steps required to
prevent the governmental authority levying such contested taxes from obtaining a
Lien upon any of the Collateral that is other than a “Permitted
Lien”.  Borrower is unaware of any claims or adjustments proposed for
any of Borrower's prior tax years which could result in additional taxes
becoming due and payable by Borrower.  Borrower has paid all amounts
necessary to fund all present pension, profit sharing and deferred compensation
plans in accordance with their terms, and Borrower has not withdrawn from
participation in, and has not permitted partial or complete termination of, or
permitted the occurrence of any other event with respect to, any such plan which
could reasonably be expected to result in any liability of Borrower, including
any liability to the Pension Benefit Guaranty Corporation or its successors or
any other governmental agency.




5.10        Use of
Proceeds.  Borrower shall use the proceeds of the Credit
Extensions solely as working capital andto fund its general
business requirements and not for personal, family, household or agricultural
purposes.




5.11        Full Disclosure.  No
written representation, warranty or other statement of Borrower in any
certificate or written statement given to Bank, as of the date such
representation, warranty, or other statement was made, taken together with all
such written certificates and written statements given to Bank, contains any
untrue statement of a material fact or omits to state a material fact necessary
to make the statements contained in the certificates or statements not
misleading (it being recognized by Bank that the projections and forecasts
provided by Borrower in good faith and based upon reasonable assumptions are not
viewed as facts and that actual results during the period or periods covered by
such projections and forecasts may differ from the projected or forecasted
results).




8






5.12        Indebtedness. Borrower is not
liable for any Indebtedness other than Permitted Indebtedness.




5.13        Definition of “Knowledge.”  For purposes of
the Loan Documents, whenever a representation or warranty is made to Borrower’s
knowledge or awareness, to the “best of” Borrower’s knowledge, or with a similar
qualification, knowledge or awareness means the actual knowledge, after
reasonable investigation, of the Responsible Officers.




6        
    AFFIRMATIVE
COVENANTS




Borrower
shall do all of the following:




6.1          Government
Compliance.




(a)           Maintain
its and all its Subsidiaries’ legal existence and good standing in their
respective jurisdictions of formation and maintain qualification in each
jurisdiction in which the failure to so qualify would reasonably be expected to
have a material adverse effect on Borrower’s business or
operations.  Borrower shall comply, and have each Subsidiary comply,
with all laws, ordinances and regulations to which it is subject, noncompliance
with which could have a material adverse effect on Borrower’s
business.




(b)           Obtain
all of the Governmental Approvals necessary for the performance by Borrower of
its obligations under the Loan Documents to which it is a party and the grant of
a security interest to Bank in all of its property.  Borrower shall
promptly provide copies of any such obtained Governmental Approvals to
Bank.




6.2          Financial Statements, Reports,
Certificates.  Provide Bank with the following:




(a)           within
fifteen (15) days after the end of each month and at the time of each request
for an Advance, a Transaction Report (and any schedules related
thereto);




(b)           within
fifteen (15) days after the end of each month, (A) monthly accounts receivable
agings, aged by invoice date, (B) monthly accounts payable agings, aged by
invoice date, and outstanding or held check registers, if any, (C) monthly
reconciliations of accounts receivable agings (aged by invoice date),
transaction reports and general ledger and (D) a schedule of credit card
collections in form acceptable to Bank;




(c)           as
soon as available, but no later than thirty (30) days after the last day of each
month, a company prepared consolidated and consolidating balance sheet and
income statement covering VillageEDOCS and each of its Subsidiary’s operations
for such month certified by a Responsible Officer and in a form acceptable to
Bank (the “Monthly Financial
Statements”);




(d)           within
thirty (30) days after the last day of each month and together with the Monthly
Financial Statements, a duly completed Compliance Certificate signed by a
Responsible Officer, certifying that as of the end of such month, Borrower was
in full compliance with all of the terms and conditions of this Agreement, and
setting forth calculations showing compliance with the financial covenants set
forth in this Agreement and such other information as Bank shall reasonably
request, including, without limitation, a statement that at the end of such
month there were no held checks;




(e)           
within thirty (30) days of the start of each fiscal year of Borrower, (A) annual
operating budgets (including income statements, balance sheets and cash flow
statements, by month) for such fiscal year of Borrower, and (B) annual financial
projections for such fiscal year (on a quarterly basis) as approved by
Borrower’s board of directors, together with any related business forecasts used
in the preparation of such annual financial projections and together, in each
case, any interim updates to the foregoing; and




9




(f)           Within
five (5) days of filing, copies (or a link to such documents on Borrower’s or
another website on the Internet) of all periodic and other reports, proxy
statements and other materials filed by Borrower with the SEC, any Governmental
Authority succeeding to any or all of the functions of the SEC or with any
national securities exchange, or distributed to its shareholders, as the case
may be; provided that if Borrower is no longer a public company filing such
reports with the SEC, then Borrower shall provide to Bank, as soon as available,
and in any event within 180 days following the end of Borrower’s fiscal year,
audited consolidated financial statements prepared under GAAP, consistently
applied, together with an unqualified opinion on the financial statements from
an independent certified public accounting firm acceptable to Bank in its
reasonable discretion;




(g)           within
five (5) days of delivery, copies of all statements, reports and notices made
available to Borrower’s security holders or to any holders of Subordinated
Debt;




(h)           prompt
written notice of (i) any material change in the composition of the Borrower’s
Intellectual Property, (ii) the registration of any copyright, including any
subsequent ownership right of Borrower in or to any copyright, patent or
trademark not shown in the IP Security Agreement, and (iii) Borrower’s
knowledge of an event that could reasonably be expected to materially and
adversely affect the value of the Borrower’s Intellectual Property;
and




(i)           prompt
report of any legal actions pending or threatened in writing against Borrower or
any of its Subsidiaries that could result in damages or costs to Borrower or any
of its Subsidiaries of, individually or in the aggregate, $50,000 or more;
and




(j)           other
financial information reasonably requested by Bank.




6.3          Accounts
Receivable.




(a)           Schedules and Documents
Relating to Accounts.Borrower shall deliver to Bank transaction reports and schedules of
collections, as provided in Section 6.2, on Bank’s standard forms; provided,
however, that Borrower’s failure to execute and deliver the same shall not
affect or limit Bank’s Lien and other rights in all of Borrower’s Accounts, nor
shall Bank’s failure to advance or lend against a specific Account affect or
limit Bank’s Lien and other rights therein.  If requested by Bank,
Borrower shall furnish Bank with copies (or, at Bank’s request, originals) of
all contracts, orders, invoices, and other similar documents, and all shipping
instructions, delivery receipts, bills of lading, and other evidence of
delivery, for any goods the sale or disposition of which gave rise to such
Accounts.  In addition, Borrower shall deliver to Bank, on its
request, the originals of all instruments, chattel paper, security agreements,
guarantees and other documents and property evidencing or securing any Accounts,
in the same form as received, with all necessary endorsements, and copies of all
credit memos.




(b)           Disputes.  Borrower
shall promptly notify Bank of all disputes or claims relating to
Accounts.  Borrower may forgive (completely or partially), compromise,
or settle any Account for less than payment in full, or agree to do any of the
foregoing so long as (i) Borrower does so in good faith, in a commercially
reasonable manner, in the ordinary course of business, in arm’s-length
transactions, and reports the same to Bank in the regular reports provided to
Bank; (ii) no Event of Default has occurred and is continuing; and
(iii) after taking into account all such discounts, settlements and
forgiveness, the total outstanding Advances will not exceed the lesser ofMaximum Dollar Amount or
the Aggregate Borrowing Base.




(c)           Collection of
Accounts. Bank shall require that all proceeds of Accounts be deposited
by Borrower into a lockbox account, cash collateral account or such other
“blocked account” as specified by Bank, pursuant to a blocked account agreement
in such form as Bank may specify in its good faith business
judgment.  Whether or not an Event of Default has occurred and is
continuing, Borrower shall hold all payments on, and proceeds of, Accounts in
trust for Bank, and Borrower shall immediately deliver all such payments and
proceeds to Bank in their original form, duly endorsed, to be applied (i) prior
to an Event of Default, pursuant to the terms of Section 2.5(b) hereof, and (ii)
after the occurrence and during the continuance of an Event of Default, pursuant
to the terms of Section 9.4 hereof.




(d)           Returns.  Provided no
Event of Default has occurred and is continuing, if any Account Debtor returns
any Inventory to Borrower, Borrower shall promptly (i) determine the reason
for such return, (ii) issue a credit memorandum to the Account Debtor in
the appropriate amount, and (iii) provide a copy of such credit memorandum
to Bank, upon request from Bank.  In the event any attempted return
occurs after the occurrence and during the continuance of any Event of Default,
Borrower shall hold the returned Inventory in trust for Bank, and promptly
notify Bank of the return of the Inventory.




10




(e)           Verification.  Bank may, from
time to time, verify directly with the respective Account Debtors the validity,
amount and other matters relating to the Accounts, either in the name of
Borrower or Bank or such other name as Bank may choose.




(f)           No Liability.  Bank shall not
be responsible or liable for any shortage or discrepancy in, damage to, or loss
or destruction of, any goods, the sale or other disposition of which gives rise
to an Account, or for any error, act, omission, or delay of any kind occurring
in the settlement, failure to settle, collection or failure to collect any
Account, or for settling any Account in good faith for less than the full amount
thereof, nor shall Bank be deemed to be responsible for any of Borrower's
obligations under any contract or agreement giving rise to an
Account.  Nothing herein shall, however, relieve Bank from liability
for its own gross negligence or willful misconduct.




6.4          Remittance of
Proceeds.  Except as otherwise provided in Section 6.3(c),
deliver, in kind, all proceeds arising from the disposition of any Collateral to
Bank in the original form in which received by Borrower not later than the
following Business Day after receipt by Borrower, to be applied to the
Obligations (a) prior to an Event of Default, pursuant to the terms of Section
2.5(b) hereof, and (b) after the occurrence and during the continuance of an
Event of Default, pursuant to the terms of Section 9.4 hereof; provided that, if
no Event of Default has occurred and is continuing, Borrower shall not be
obligated to remit to Bank the proceeds of the sale of worn out or obsolete
Equipment disposed of by Borrower in good faith in an arm’s length transaction
for an aggregate purchase price of $25,000 or less (for all such transactions in
any fiscal year).  Borrower agrees that it will not commingle proceeds
of Collateral with any of Borrower’s other funds or property, but will hold such
proceeds separate and apart from such other funds and property and in an express
trust for Bank.  Nothing in this Section limits the restrictions on
disposition of Collateral set forth elsewhere in this Agreement.




6.5          Taxes; Pensions;
Withholding.  Timely file, and require each of its Subsidiaries
to timely file,all
required tax returns and reports and timely pay, and require each of its
Subsidiaries to timely pay, all foreign, federal, state and local taxes,
assessments, deposits and contributions owed by Borrower and each of its
Subsidiaries, except for deferred payment of any taxes contested pursuant to the
terms of Section 5.9 hereof, and shall deliver to Bank, on demand, appropriate
certificates attesting to such payments, and pay all amounts necessary to fund
all present pension, profit sharing and deferred compensation plans
in accordance with their terms.




6.6          Access to Collateral; Books and
Records.  At reasonable times, on one (1) Business Day’s notice
(provided no notice is required if an Event of Default has occurred and is
continuing), Bank, or its agents, shall have the right to inspect the Collateral
and the right to audit and copy Borrower’s Books.  The foregoing
inspections and audits shall be at Borrower’s expense, and the charge therefor
shall be $850 per person per day (or such higher amount as shall represent
Bank’s then-current standard charge for the same), plus reasonable out-of-pocket
expenses.  In the event Borrower and Bank schedule an audit more than
ten (10) days in advance, and Borrower cancels or seeks to reschedules the audit
with less than ten (10) days written notice to Bank, then (without limiting any
of Bank’s rights or remedies), Borrower shall pay Bank a fee of $1,000 plus any
out-of-pocket expenses incurred by Bank to compensate Bank for the anticipated
costs and expenses of the cancellation or rescheduling.




6.7          Insurance. Keep its business
and the Collateral insured for risks and in amounts standard for companies in
Borrower’s industry and location and as Bank may reasonably
request.  Insurance policies shall be in a form, with companies, and
in amounts that are satisfactory to Bank. All property policies shall have a
lender’s loss payable endorsement showing Bank as the sole lender loss payee and
waive subrogation against Bank.  All liability policies shall show, or
have endorsements showing, Bank as an additional insured.  All
policies (or the loss payable and additional insured endorsements) shall provide
that the insurer shall give Bank at least twenty (20) days notice before
canceling, amending, or declining to renew its policy.  At Bank’s
request, Borrower shall deliver certified copies of policies and evidence of all
premium payments.  Proceeds payable under any property policy shall,
at Bank’s option, be payable to Bank on account of the
Obligations.  If Borrower fails to obtain insurance as required under
this Section 6.7 or to pay any amount or furnish any required proof of
payment to third persons and Bank, Bank may make all or part of such payment or
obtain such insurance policies required in this Section 6.7, and take any action
under the policies Bank deems prudent.




11




6.8          Operating
Accounts.




(a)          Within
thirty (30) days of the Effective Date, maintain all of its primary and its
Subsidiaries’ primary operating and other deposit accounts and securities
accountswith Bank
and Bank’s Affiliateswhich accounts shall
represent at least 85% of the dollar value of Borrower’s and such Subsidiaries
accounts at all financial institutions.




(b)           Provide
Bank five (5) days prior written notice before establishing any Collateral
Account at or with any bank or financial institution other than Bank or Bank’s
Affiliates. For each Collateral Account that Borrower at any time maintains,
Borrower shall cause the applicable bank or financial institution (other than
Bank) at or with which any Collateral Account is maintained to execute and
deliver a Control Agreement or other appropriate instrument with respect to such
Collateral Account to perfect Bank’s Lien in such Collateral Account in
accordance with the terms hereunder which Control Agreement may not be
terminated without the prior written consent of Bank.  The provisions
of the previous sentence shall not apply to deposit accounts exclusively used
for payroll, payroll taxes and other employee wage and benefit payments to or
for the benefit of Borrower’s employees and identified to Bank by Borrower as
such.




6.9          Financial
Covenants.




Maintain,
as of the last day of each month, unless otherwise noted, on a consolidated
basis with respect to VillageEDOCS:




(a)           Liquidity.  At
all times maintain unrestricted cash and unrestricted Cash Equivalents plus the
Committed Availability of at least $300,000.




(b)           EBITDA.  A
minimum EBITDA as follows for each of the corresponding indicated
periods:




Applicable Period
                                            
                                            Minimum EBITDAThree
      Months Ending May 31, 2010
                                            
                                            Negative
      $525,000Three
      Months Ending June 30, 2010
                                            
                                            Negative
      $500,000Three
      Months Ending July 31, 2010
                                            
                                            Negative
      $475,000Three
      Months Ending August 31, 2010
                                            
                                            Negative
      $325,000Three
      Months Ending September 30, 2010
                                            
                                            Negative
      $200,000Three
      Months Ending October 31, 2010
                                            
                                            Negative
      $75,000Three
      Months Ending November 30, 2010
                                            
                                            $1,000Three
      Months Ending December 31, 2010
                                            
                                            $25,000Three
      Months Ending January 31, 2011
                                            
                                            $50,000Three
      Months Ending February 28, 2011
                                            
                                            $75,000As
      of the end of March 31, 2011 and as of each month thereafter, for each
      three month period then ending
                                            
                                            $100,000




12




6.10        Protection and Registration of
Intellectual Property Rights.





(a)           (i) Protect,
defend and maintain the validity and enforceability of its Intellectual
Property; (ii) promptly advise Bank in writing of material infringements of
its Intellectual Property; and (iii) not allow any Intellectual Property
material to Borrower’s business to be abandoned, forfeited or dedicated to the
public without Bank’s written consent.




(b)           If
Borrower (i) obtains any Patent, registered Trademark, registered Copyright,
registered mask work, or any pending application for any of the foregoing,
whether as owner, licensee or otherwise, or (ii) applies for any Patent or
the registration of any Trademark, then Borrower shall immediately provide
written notice thereof to Bank and shall execute such intellectual property
security agreements and other documents and take such other actions as Bank
shall request in its good faith business judgment to perfect and maintain a
first priority perfected security interest in favor of Bank in such
property.  If Borrower decides to register any Copyrights or mask
works in the United States Copyright Office, Borrower shall: (x) provide
Bank with at least fifteen (15) days prior written notice of Borrower’s intent
to register such Copyrights or mask works together with a copy of the
application it intends to file with the United States Copyright Office
(excluding exhibits thereto); (y) execute an intellectual property security
agreement and such other documents and take such other actions as Bank may
request in its good faith business judgment to perfect and maintain a first
priority perfected security interest in favor of Bank in the Copyrights or mask
works intended to be registered with the United States Copyright Office; and
(z) record such intellectual property security agreement with the United
States Copyright Office contemporaneously with filing the Copyright or mask work
application(s) with the United States Copyright Office.  Borrower
shall promptly provide to Bank copies of all applications that it files for
Patents or for the registration of Trademarks, Copyrights or mask works,
together with evidence of the recording of the intellectual property security
agreement necessary for Bank to perfect and maintain a first priority perfected
security interest in such property.




(c)           Litigation
Cooperation.  From the date hereof and continuing through the
termination of this Agreement, make available to Bank, without expense to Bank,
Borrower and its officers, employees and agents and Borrower's books and
records, to the extent that Bank may deem them reasonably necessary to prosecute
or defend any third-party suit or proceeding instituted by or against Bank with
respect to any Collateral or relating to Borrower.




6.11        Access to Collateral; Books and
Records.  Allow Bank, or its agents, to inspect the Collateral
and audit and copy Borrower’s Books.  Such inspections or audits shall
be conducted no more often than once every 6 months unless an Event of Default
has occurred and is continuing.  The foregoing inspections and audits
shall be at Borrower’s expense, and the charge therefor shall be $850 per person
per day (or such higher amount as shall represent Bank’s then-current standard
charge for the same), plus reasonable out-of-pocket expenses.  In the
event Borrower and Bank schedule an audit more than ten (10) days in advance,
and Borrower cancels or seeks to reschedule the audit with less than ten (10)
days written notice to Bank, then (without limiting any of Bank’s rights or
remedies), Borrower shall pay Bank a fee of $1,000 plus any out-of-pocket
expenses incurred by Bank to compensate Bank for the anticipated costs and
expenses of the cancellation or rescheduling.




6.12        Further
Assurances.  Execute any further instruments and take further
action as Bank reasonably requests to perfect or continue Bank’s Lien in the
Collateral or to effect the purposes of this Agreement.  Deliver to
Bank,within five
(5) days after the same are sent or received, copies of all correspondence,
reports, documents and other filings with any Governmental Authority regarding
compliance with or maintenance of Governmental Approvals or Requirements of Law
or that could reasonably be expected to have a material effect on any of the
Governmental Approvals or otherwise on the operations of Borrower or any of its
Subsidiaries.




13




7            
NEGATIVE
COVENANTS




Borrower
shall not do any of the following without Bank’s prior written
consent:




7.1          Dispositions.  Convey,
sell, lease, transfer, assign, or otherwise dispose of (collectively, “Transfer”), or permit any of
its Subsidiaries to Transfer, all or any part of its business or property,
except for Transfers (a) of Inventory in the ordinary course of business;
(b) of worn-out or obsolete Equipment; (c) consisting of Permitted Liens and
Permitted Investments; and (d) of non-exclusive licenses for the use of the
property of Borrower or its Subsidiaries in the ordinary course of
business.




7.2      Changes in Business, Management,
Control, or Business Locations.  (a) Engage in or permit
any of its Subsidiaries to engage in any business other than the businesses
currently engaged in by Borrower and such Subsidiary, as applicable, or
reasonably related thereto; (b) liquidate or dissolve; or (c) (i) any
Key Person ceases to hold such office with Borrower and replacements
satisfactory to Bank andBorrower’s Board of
Directors are not made within 45 days after such Key Person's departure from
Borrower; or (ii) permit or suffer any Change in Control.




7.3      (a) Engage
in or permit any of its Subsidiaries to engage in any business other than the
businesses currently engaged in by Borrower and such Subsidiary, as applicable,
or reasonably related thereto; (b) liquidate or dissolve; or
(c) (i) have a change in seniormanagement and
replacements satisfactory to Bank are not made within 45 days after any such
Person's departure from Borrower; or (ii) enter into any transaction or
series of related transactions in which the stockholders of Borrower who were
not stockholders immediately prior to the first such transaction own more than
40% of the voting stock of Borrower immediately after giving effect to such
transaction or related series of such transactions (other than by the sale of
Borrower’s equity securities in a public offering or to venture capital
investors so long as Borrower identifies to Bank the venture capital investors
prior to the closing of the transaction and provides to Bank a description of
the material terms of the transaction).




Borrower
shall not, without at least thirty (30) days prior written notice to Bank:
(1) add any new offices or business locations, including warehouses (unless
such new offices or business locations contain less than TenThousand Dollars
($10,000) in Borrower’s assets or property) or deliver any portion of the
Collateral valued, individually or in the aggregate, in excess of Fifty Thousand
Dollars ($50,000) to a bailee at a location other than to a bailee and at a
location already disclosed in the Perfection Certificate, (2) change its
jurisdiction of organization, (3) change its organizational structure or
type, (4) change its legal name, or (5) change any organizational number
(if any) assigned by its jurisdiction of organization.  If Borrower
intends to deliver any portion of the Collateral valued, individually or in the
aggregate, in excess of Fifty Thousand Dollars ($50,000) to a bailee at a
location other than as provided in the Perfection Certificate, Borrower will
first receive the written consent of Bank, and such bailee shall execute and
deliver a bailee agreement in form and substance satisfactory to Bank in its
sole discretion.




7.4          Mergers or
Acquisitions.  Merge or consolidate, or permit any of its
Subsidiaries to merge or consolidate, with any other Person, or acquire, or
permit any of its Subsidiaries to acquire, all or substantially all of the
capital stock or property of another Person (including, without limitation, by
the formation of any Subsidiary).




7.5          Indebtedness.  Create,
incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do
so, other than Permitted Indebtedness.




7.6          Encumbrance.  Create,
incur, allow, or suffer any Lien on any of the Collateral, or any other
property or assets of Borrower, or assign or convey any right to receive income,
including the sale of any Accounts, or permit any of its Subsidiaries to do so,
except for Permitted Liens, permit any Collateral not to be subject to the first
priority security interest granted herein,or enter into any agreement, document,
instrument or other arrangement (except with or in favor of Bank) with any
Person which directly or indirectly prohibits or has the effect of prohibiting
Borrower or any Subsidiary from assigning, mortgaging, pledging, granting a
security interest in or upon, or encumbering any of Borrower’s or any
Subsidiary’s Intellectual Property, other than as currently as now in effect
with respect to the Questys IP as security for the Questys
Debt.




7.7          Maintenance of Collateral
Accounts.  Maintain any Collateral Account except pursuant to
the terms of Section 6.8 hereof.




14




7.8          Distributions;
Investments.  (a) Pay any dividends or make any
distribution or payment or redeem, retire or purchase any capital stock provided that (i) Borrower may convert any of its
convertible securities into other securities pursuant to the terms of such
convertible securities or otherwise in exchange thereof, (ii) Borrower may
pay dividends solely in common stock; and (iii) Borrower may repurchase the
stock of former employees or consultants pursuant to stock repurchase agreements
so long as an Event of Default does not exist at the time of such repurchase and
would not exist after giving effect to such repurchase, provided such repurchase
does not exceed in the aggregate of Fifty Thousand Dollars ($50,000) per fiscal
year; or(b) directly or indirectly make any Investment other than
Permitted Investments, or permit any of its Subsidiaries to do so.




7.9          Transactions with
Affiliates.  Directly or indirectly enter into or permit to
exist any material transaction with any Affiliate of Borrower, except for
transactions that are in the ordinary course of Borrower’s business, upon fair
and reasonable terms that are no less favorable to Borrower than would be
obtained in an arm’s length transaction with a non-affiliated
Person.




7.10      
 Subordinated
Debt.  (a) Make or permit any payment on any Subordinated Debt,
except under the terms of the subordination, intercreditor, or other similar
agreement to which such Subordinated Debt is subject, or (b) amend any
provision in any document relating to the Subordinated Debt which would increase
the amount thereof or the amount of any permitted payments thereof or adversely
affect the subordination thereof to Obligations owed to Bank.




7.11        Canadian
Subsidiary. Permit or allow to exist the aggregate amount of assets of
GoSolutions Canada, Inc. to exceed $75,000 at any time.




7.12        Compliance.  Become
an “investment company” or a company controlled by an “investment company”,
under the Investment Company Act of 1940, as amended, or undertake as one of its
important activities extending credit to purchase or carry margin stock (as
defined in Regulation U of the Board of Governors of the Federal Reserve
System), or use the proceeds of any Credit Extension for that purpose; fail to
meet the minimum funding requirements of ERISA, permit a Reportable Event or
Prohibited Transaction, as defined in ERISA, to occur; fail to comply with the
Federal Fair Labor Standards Act or violate any other law or regulation, if the
violation could reasonably be expected to have a material adverse effect on
Borrower’s business, or permit any of its Subsidiaries to do so; withdraw or
permit any Subsidiary to withdraw from participation in, permit partial or
complete termination of, or permit the occurrence of any other event with
respect to, any present pension, profit sharing and deferred compensation plan
which could reasonably be expected to result in any liability of Borrower,
including any liability to the Pension Benefit Guaranty Corporation or its
successors or any other governmental agency.




8  
          EVENTS OF
DEFAULT




Any one
of the following shall constitute an event of default (an “Event of Default”) under this
Agreement:




8.1          Payment
Default.  Borrower fails to (a) make any payment of
principal or interest on any Credit Extension on its due date, or (b) pay
any other Obligations within three (3) Business Days after such Obligations are
due and payable (which three (3) Business Day cure period shall not apply to
payments due on the Revolving Line Maturity Date).  During the cure
period, the failure to make or pay any payment specified under clause (a) or (b)
hereunder is not an Event of Default (but no Credit Extension will be made
during the cure period);




8.2          Covenant Default.




(a)
Borrower fails or neglects to perform any obligation in Sections 6.2, 6.5, 6.7,
6.8, 6.9, 6.10(c) or 6.12 or violates any covenant in Section 7; or




(b)
Borrower fails or neglects to perform, keep, or observe any other term,
provision, condition, covenant or agreement contained in this Agreement or any
Loan Documents, and as to any default (other than those specified in this
Section 8) under such other term, provision, condition, covenant or agreement
that can be cured, has failed to cure the default within ten (10) days after the
occurrence thereof; provided, however, that if the default cannot by its nature
be cured within the ten (10) day period or cannot after diligent attempts by
Borrower be cured within such ten (10) day period, and such default is likely to
be cured within a reasonable time, then Borrower shall have an additional period
(which shall not in any case exceed thirty (30) days) to attempt to cure such
default, and within such reasonable time period the failure to cure the default
shall not be deemed an Event of Default (but no Credit Extensions shall be made
during such cure period).  Cure periods provided under this section
shall not apply, among other things, to financial covenants or any other
covenants set forth in clause (a) above;






15






8.3          Material Adverse
Change.  A Material Adverse Change occurs;




8.4          Attachment; Levy; Restraint on
Business.




(a) (i)
The service of process seeking to attach, by trustee or similar process, any
funds of Borrower or of any entity under the control of Borrower (including a
Subsidiary) on deposit or otherwise maintained with Bank or any Bank Affiliate,
or (ii) a notice of lien or levy is filed against any of Borrower’s assets by
any government agency, and the same under subclauses (i) and (ii) hereof are
not, within ten (10) days after the occurrence thereof, discharged or stayed
(whether through the posting of a bond or otherwise); provided, however, no
Credit Extensions shall be made during any ten (10) day cure period;
or




(b) (i)
any material portion of Borrower’s assets is attached, seized, levied on, or
comes into possession of a trustee or receiver, or (ii) any court order
enjoins, restrains, or prevents Borrower from conducting any material part of
its business;




8.5          Insolvency. (a) Borrower is
unable to pay its debts (including trade debts) as they become due or otherwise
becomes insolvent; (b) Borrower begins an Insolvency Proceeding; or
(c) an Insolvency Proceeding is begun against Borrower and not dismissed or
stayed within thirty (30) days (but no Credit Extensions shall be made while of
any of the conditions described in clause (a) exist and/or until any Insolvency
Proceeding is dismissed);




8.6          Other
Agreements.  There is, under any agreement to which Borrower or
any Guarantor is a party with a third party or parties, (a) any default
resulting in a right by such third party or parties, whether or not exercised,
to accelerate the maturity of any Indebtedness in an amount individually or in
the aggregate in excess of Fifty Thousand Dollars ($50,000); or (b) any
default by Borrower or Guarantor, the result of which could have a material
adverse effect on Borrower’s or any Guarantor’s business;




8.7          Judgments.  One or
more final judgments, orders, or decrees for the payment of money in an amount,
individually or in the aggregate, of at least Fifty Thousand Dollars ($50,000)
(not covered by independent third-party insurance as to which liability has been
accepted by such insurance carrier) shall be rendered against Borrower and the
same are not, within ten (10) days after the entry thereof, discharged or
execution thereof stayed or bonded pending appeal, or such judgments are not
discharged prior to the expiration of any such stay (provided that no Credit
Extensions will be made prior to the discharge, stay, or bonding of such
judgment, order, or decree);




8.8          Misrepresentations.  Borrower
or any Person acting for Borrower makes any representation, warranty, or other
statement now or later in this Agreement, any Loan Document or in any writing
delivered to Bank or to induce Bank to enter this Agreement or any Loan
Document, and such representation, warranty, or other statement is incorrect in
any material respect when made;




8.9          Subordinated Debt or
Lien.  Any document, instrument, or agreement evidencing any
Subordinated Debt shall for any reason be revoked or invalidated or otherwise
cease to be in full force and effect; any Person shall be in breach thereof or
contest in any manner the validity or enforceability thereof or deny that it has
any further liability or obligation thereunder; a default or breach occurs under
any agreement between Borrower and any creditor of Borrower that signed a
subordination, intercreditor, or other similar agreement with Bank, or any
creditor that has signed such an agreement with Bank breaches any terms of such
agreement; or the Obligations shall for any reason be subordinated or shall not
have the priority contemplated by this Agreement or any such subordination,
intercreditor, or other similar agreement;




8.10        Guaranty.  (a) Any
guaranty of any Obligations terminates or ceases for any reason to be in full
force and effect; (b) any Guarantor does not perform any obligation or covenant
under any guaranty of the Obligations; (c) any circumstance described in
Sections 8.3, 8.4, 8.5, 8.7, or 8.8. occurs with respect to any Guarantor,
(d) the liquidation, winding up, or termination of existence of any
Guarantor; or (e) (i) a material impairment in the perfection or
priority of Bank’s Lien in the collateral provided by Guarantor or in the value
of such collateral or (ii) a material adverse change in the general
affairs, management, results of operation, condition (financial or otherwise) or
the prospect of repayment of the Obligations occurs with respect to any
Guarantor; or




16




8.11        Governmental
Approvals.  Any Governmental Approval shall have been
(a) revoked, rescinded, suspended, modified in an adverse manner or not
renewed in the ordinary course for a full term or (b) subject to any
decision by a Governmental Authority that designates a hearing with respect to
any applications for renewal of any of such Governmental Approval or that could
result in the Governmental Authority taking any of the actions described in
clause (a) above, and such decision or such revocation, rescission, suspension,
modification or non-renewal (i) has, or could reasonably be expected to have, a
Material Adverse Change, or (ii) adversely affects the legal qualifications
of Borrower or any of its Subsidiaries to hold such Governmental Approval in any
applicable jurisdiction and such revocation, rescission, suspension,
modification or non-renewal could reasonably be expected to affect the status of
or legal qualifications of Borrower or any of its Subsidiaries to hold any
Governmental Approval in any other jurisdiction.




9     
       BANK’S RIGHTS AND
REMEDIES




9.1          Rights and
Remedies.  If an Event of Default has occurred and is
continuing, Bank may, without notice or demand, do any or all of the
following:




(a)           declare
all Obligations immediately due and payable (but if an Event of Default
described in Section 8.5 occurs all Obligations are immediately due and payable
without any action by Bank);




(b)           stop
advancing money or extending credit for Borrower’s benefit under this Agreement
or under any other agreement between Borrower and Bank;




(c)           demand
that Borrower (i) deposit cash with Bank in an amount equal to 110% of the
Dollar Equivalent of the aggregate face amount of all Letters of Credit
remaining undrawn (plus all interest, fees, and costs due or to become due in
connection therewith (as estimated by Bank in its good faith business
judgment)), to secure all of the Obligations relating to such Letters of Credit,
as collateral security for the repayment of any future drawings under such
Letters of Credit, and Borrower shall forthwith deposit and pay such amounts,
and (ii) pay in advance all letter of credit fees scheduled to be paid or
payable over the remaining term of any Letters of Credit;




(d)           terminate
any FX Forward Contracts;




(e)           verify
the amount of, demand payment of and performance under, and collect any Accounts
and General Intangibles, settle or adjust disputes and claims directly with
Account Debtors for amounts on terms and in any order that Bank considers
advisable, notify any Person owing Borrower money of Bank’s security interest in
such funds;




(f)           make
any payments and do any acts it considers necessary or reasonable to protect the
Collateral and/or its security interest in the Collateral.  Borrower
shall assemble the Collateral if Bank requests and make it available as Bank
designates.  Bank may enter premises where the Collateral is located,
take and maintain possession of any part of the Collateral, and pay, purchase,
contest, or compromise any Lien which appears to be prior or superior to its
security interest and pay all expenses incurred. Borrower grants Bank a license
to enter and occupy any of its premises, without charge, to exercise any of
Bank’s rights or remedies;




(g)           apply
to the Obligations any (i) balances and deposits of Borrower it holds, or (ii)
any amount held by Bank owing to or for the credit or the account of
Borrower;




(h)           ship,
reclaim, recover, store, finish, maintain, repair, prepare for sale, advertise
for sale, and sell the Collateral.  Bank is hereby granted a
non-exclusive, royalty-free license or other right to use, without charge,
Borrower’s labels, Patents, Copyrights, mask works, rights of use of any name,
trade secrets, trade names, Trademarks, and advertising matter, or any similar
property as it pertains to the Collateral, in completing production of,
advertising for sale, and selling any Collateral and, in connection with Bank’s
exercise of its rights under this Section, Borrower’s rights under all licenses
and all franchise agreements inure to Bank’s benefit;




17




(i)           place
a “hold” on any account maintained with Bank and/or deliver a notice of
exclusive control, any entitlement order, or other directions or instructions
pursuant to any Control Agreement or similar agreements providing control of any
Collateral;




(j)           demand
and receive possession of Borrower’s Books; and




(k)           exercise
all rights and remedies available to Bank under the Loan Documents or at law or
equity, including all remedies provided under the Code (including disposal of
the Collateral pursuant to the terms thereof).




9.2          Power of
Attorney.  Borrower hereby irrevocably appoints Bank as its
lawful attorney-in-fact, exercisable upon the occurrence and during the
continuance of an Event of Default, to:  (a) endorse Borrower’s name
on any checks or other forms of payment or security; (b) sign Borrower’s name on
any invoice or bill of lading for any Account or drafts against Account Debtors;
(c) settle and adjust disputes and claims about the Accounts directly with
Account Debtors, for amounts and on terms Bank determines reasonable; (d) make,
settle, and adjust all claims under Borrower’s insurance policies; (e) pay,
contest or settle any Lien, charge, encumbrance, security interest, and adverse
claim in or to the Collateral, or any judgment based thereon, or otherwise take
any action to terminate or discharge the same; and (f) transfer the Collateral
into the name of Bank or a third party as the Code permits.  Borrower
hereby appoints Bank as its lawful attorney-in-fact to sign Borrower’s name on
any documents necessary to perfect or continue the perfection of Bank’s security
interest in the Collateral regardless of whether an Event of Default has
occurred until all Obligations have been satisfied in full and Bank is under no
further obligation to make Credit Extensions hereunder.  Bank’s
foregoing appointment as Borrower’s attorney in fact, and all of Bank’s rights
and powers, coupled with an interest, are irrevocable until all Obligations have
been fully repaid and performed and Bank’s obligation to provide Credit
Extensions terminates.




9.3          Protective
Payments.  If Borrower fails to obtain the insurance called for
by Section 6.7 or fails to pay any premium thereon or fails to pay any other
amount which Borrower is obligated to pay under this Agreement or any other Loan
Document, Bank may obtain such insurance or make such payment, and all amounts
so paid by Bank are Bank Expenses and immediately due and payable, bearing
interest at the then highest rate applicable to the Obligations, and secured by
the Collateral.  Bank will make reasonable efforts to provide Borrower
with notice of Bank obtaining such insurance at the time it is obtained or
within a reasonable time thereafter.  No payments by Bank are deemed
an agreement to make similar payments in the future or Bank’s waiver of any
Event of Default.




9.4          Application of Payments and
Proceeds.  If an Event of Default has occurred and is
continuing, Bank may apply any funds in its possession, whether from Borrower
account balances, payments, proceeds realized as the result of any collection of
Accounts or other disposition of the Collateral, or otherwise, to the
Obligations in such order as Bank shall determine in its sole
discretion.  Any surplus shall be paid to Borrower by credit to the
Designated Deposit Account or to other Persons legally entitled thereto;
Borrower shall remain liable to Bank for any deficiency.  If Bank, in
its good faith business judgment, directly or indirectly enters into a deferred
payment or other credit transaction with any purchaser at any sale of
Collateral, Bank shall have the option, exercisable at any time, of either
reducing the Obligations by the principal amount of the purchase price or
deferring the reduction of the Obligations until the actual receipt by Bank of
cash therefor.




9.5          Bank’s Liability for
Collateral.  So long as Bank complies with reasonable banking
practices regarding the safekeeping of the Collateral in the possession or under
the control of Bank, Bank shall not be liable or responsible for: (a) the
safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any
diminution in the value of the Collateral; or (d) any act or default of any
carrier, warehouseman, bailee, or other Person.  Borrower bears all
risk of loss, damage or destruction of the Collateral.




18




9.6          No Waiver; Remedies
Cumulative.  Bank’s failure, at any time or times, to require
strict performance by Borrower of any provision of this Agreement or any other
Loan Document shall not waive, affect, or diminish any right of Bank thereafter
to demand strict performance and compliance herewith or therewith.  No
waiver hereunder shall be effective unless signed by the party granting the
waiver and then is only effective for the specific instance and purpose for
which it is given.  Bank’s rights and remedies under this Agreement
and the other Loan Documents are cumulative.  Bank has all rights and
remedies provided under the Code, by law, or in equity.  Bank’s
exercise of one right or remedy is not an election and shall not preclude Bank
from exercising any other remedy under this Agreement or other remedy available
at law or in equity, and Bank’s waiver of any Event of Default is not a
continuing waiver.  Bank’s delay in exercising any remedy is not a
waiver, election, or acquiescence.




9.7          Borrower
Liability.  Either Borrower may, acting singly, request
Advances hereunder.  Each Borrower hereby appoints the other as agent for
the other for all purposes hereunder, including with respect to requesting
Advances hereunder.  Each Borrower hereunder shall be jointly and
severally obligated to repay all Advances made hereunder, regardless of which
Borrower actually receives said Advance, as if each Borrower hereunder directly
received all Advances.  Any agreement providing for indemnification,
reimbursement or any other arrangement among the Borrower prohibited under this
Agreement shall be null and void.  If any payment is made to a Borrower in
contravention of this Section, such Borrower shall hold such payment in trust
for Bank and such payment shall be promptly delivered to Bank for application to
the Obligations, whether matured or unmatured.




9.8          Suretyship and Related Waivers and
Provisions; Etc.




(a)           Subject
to all other limitations as set forth in this Agreement, including without
limitation, the Borrowers each are jointly and severally liable for each and
every one of the Obligations, regardless of which Borrower or Borrowers
requested, received, used, or directly enjoyed the benefit of, the extensions of
credit hereunder.  Each Borrower's Obligations are independent
Obligations and are absolute and unconditional.  Each Borrower hereby
waives any defense to such Obligations that may arise by reason of the
disability or other defense or cessation of liability of any other Borrower for
any reason other than payment in full.  Each Borrower also waives any
defense to such Obligations that it may have as a result of Bank's election of
or failure to exercise any right, power, or remedy, including the failure to
proceed first against another Borrower or any security it holds from such other
Borrower.  Without limiting the generality of the foregoing, each
Borrower expressly waives all demands and notices whatsoever (except for any
demands or notices, if any, that such Borrower expressly is entitled to receive
pursuant to the terms of any Loan Document), and agrees that Bank may, without
notice (except for such notice, if any, as such Borrower expressly is entitled
to receive pursuant to the terms of any Loan Document) and without releasing the
liability of such Borrower, extend for the benefit of any other Borrower the
time for making any payment, waive or extend the performance of any agreement or
make any settlement of any agreement for the benefit of any other Borrower, and
may proceed against each Borrower, directly and independently of any other
Borrower, as Bank may elect in accordance with the Loan Documents.




(b)           Each
Borrower acknowledges that the Obligations undertaken herein or in the other
Loan Documents, and the grants of security interests and liens by such Borrower
to secure Obligations of the other Borrowers, if and as applicable, could be
construed to consist, at least in part, of the guaranty of Obligations of the
other Borrowers and, in full recognition of that fact, each Borrower consents
and agrees as hereinafter set forth in the balance of this
Section.  The consents, waivers, and agreements of the Borrowers that
are contained in the balance of this Section are intended to deal with the
suretyship aspects of the transactions evidenced by the Loan Documents (to the
extent that a Borrower may be deemed a guarantor or surety for the Obligations
of another Borrower) and thus are intended to be effective and applicable only
to the extent that any Borrower has agreed to answer for the Obligation of
another Borrower or has granted a lien or security interest in any property to
secure the Obligation of another Borrower, if and when applicable; conversely,
the consents, waivers, and agreements of the Borrowers that are contained in the
balance of this Section shall not be applicable to the direct Obligation of a
Borrower with respect to a credit accommodation extended directly to such
Borrower, and shall not be applicable to security interests or liens on property
of a Borrower given to directly secure direct Obligations of such Borrower where
no aspect of guaranty or suretyship is involved, if and when any such security
interest may arise.




19




(c)           Each
Borrower hereby waives:  (a) presentment for payment, notice of
dishonor, demand, protest, and notice thereof as to any instrument, and all
other notices and demands to which any other Borrower might be entitled,
including without limitation notice of all of the following:  the
acceptance hereof; the creation, existence, or acquisition of any Obligations;
the amount of the Obligations from time to time outstanding; any foreclosure
sale or other disposition of any property which secures any or all of the
Obligations or which secures the obligations of any other Borrower of any or all
of the Obligations; any adverse change in any other Borrower's financial
position; any other fact which might increase such Borrower's risk; any default,
partial payment or non-payment of all or any part of the Obligations; the
occurrence of any other Event of Default; any and all agreements and
arrangements between Bank and any other Borrower and any changes, modifications,
or extensions thereof, and any revocation, modification or release of any
guaranty or joint and several liability of any or all of the Obligations by or
of any person; (b) except as otherwise expressly set forth herein, any right to
require Bank to institute suit against, or to exhaust its rights and remedies
against, any other Borrower or any other person, or to proceed against any
property of any kind which secures all or any part of the Obligations, or to
exercise any right of offset or other right with respect to any reserves,
credits or deposit accounts held by or maintained with Bank or any Obligations
of Bank to any other Borrower, or to exercise any other right or power, or
pursue any other remedy Bank may have; (c) any defense arising by reason of any
disability or other defense of any other Borrower or any guarantor, endorser,
co-maker or other person, or by reason of the cessation from any cause
whatsoever of any liability of any other Borrower or any guarantor, endorser,
co-maker or other person, with respect to all or any part of the Obligations, or
by reason of any act or omission of Bank or others which directly or indirectly
results in the discharge or release of any other Borrower or any other person or
any Obligations or any security therefor, whether by operation of law or
otherwise; (d) any defense arising by reason of any failure of Bank to obtain,
perfect, maintain or keep in force any security interest in, or lien or
encumbrance upon, any property of any other Borrower or any other person; (e)
any defense based upon any failure of Bank to give such Borrower notice of any
sale or other disposition of any property securing any or all of the
Obligations, or any defects in any such notice that may be given, or any failure
of Bank to comply with any provision of applicable law in enforcing any security
interest in or lien upon any property securing any or all of the Obligations
including, but not limited to, any failure by Bank to dispose of any property
securing any or all of the Obligations in a commercially reasonable manner; (f)
any defense based upon or arising out of any bankruptcy, insolvency,
reorganization, arrangement, readjustment of debt, liquidation or dissolution
proceeding commenced by or against any other Borrower or any guarantor,
endorser, co-maker or other person, including without limitation any discharge
of, or bar against collecting, any of the Obligations (including without
limitation any interest thereon), in or as a result of any such proceeding; and
(g) the benefit of any and all statutes of limitation with respect to any action
based upon, arising out of or related to this Agreement and the other Loan
Documents.  Until all Obligations have been paid, performed, and
discharged in full, nothing shall discharge or satisfy the liability of any
Borrower under the Loan Documents except the full performance and payment of all
of the Obligations.  If any claim is ever made upon Bank for repayment
or recovery of any amount or amounts received by such parties in payment of or
on account of any of the Obligations, because of any claim that any such payment
constituted a preferential transfer or fraudulent conveyance, or for any other
reason whatsoever, and Bank repays all or part of said amount by reason of any
judgment, decree or order of any court or administrative body having
jurisdiction over Bank or any of their property, or by reason of any settlement
or compromise of any such claim effected by Bank with any such claimant
(including without limitation any other Borrower), then and in any such event,
such Borrower agrees that any such judgment, decree, order, settlement and
compromise shall be binding upon such Borrower, notwithstanding any revocation
or release of the joint and several liability of such Borrower and the other
Borrowers with respect to the Obligations or the cancellation of any note or
other instrument evidencing any of the Obligations, or any release of any of the
Obligations, and such Borrower shall be and remain liable to Bank for the amount
so repaid or recovered, to the same extent as if such amount had never
originally been received by such party, and the provisions of this sentence
shall survive, and continue in effect, notwithstanding any revocation or release
of the joint and several liability of such Borrower and the other Borrowers with
respect to the Obligations or the cancellation of any note or other instrument
evidencing any of the Obligations, or any release of any of the
Obligations.  Until all Obligations have been irrevocably paid and
performed in full (other than for inchoate Obligations consisting of indemnity
obligations for which no claim is then outstanding or asserted), each Borrower
hereby expressly and unconditionally waives all rights of subrogation,
reimbursement and indemnity of every kind against any other Borrower, and all
rights of recourse to any assets or property of any other Borrower, and all
rights to any collateral or security held for the payment and performance of any
Obligations, including (but not limited to) any of the foregoing rights which
Borrower may have under any present or future document or agreement with any
other Borrower or other person, and including (but not limited to) any of the
foregoing rights which Borrower may have under any equitable doctrine of
subrogation, implied contract, or unjust enrichment, or any other equitable or
legal doctrine.




20


(d)           Each
Borrower hereby consents and agrees that, without notice to or by such Borrower
and without affecting or impairing in any way the obligations or liability of
such Borrower hereunder, Bank may, from time to time and at any time in
accordance with the provisions of this Agreement, do any one or more of the
following with respect to any other Borrower:  (a) accelerate, accept
partial payments of, compromise or settle, renew, extend the time for the
payment, discharge, or performance of, refuse to enforce, and release all or any
parties to, any or all of the Obligations; (b) grant any other indulgence to any
other Borrower or any other person in respect of any or all of the Obligations
or any other matter; (c) accept, release, waive, surrender, enforce, exchange,
modify, impair, or extend the time for the performance, discharge, or payment
of, any and all property of any kind securing any or all of the Obligations or
any guaranty of any or all of the Obligations, or on which Bank at any time may
have a lien, or refuse to enforce its rights or make any compromise or
settlement or agreement therefor in respect of any or all of such property; (d)
substitute or add, or take any action or omit to take any action which results
in the release of, any one or more endorsers or any other Borrowers of all or
any part of the Obligations, regardless of any destruction or impairment of any
right of contribution or other right of such Borrower; (e) amend, alter or
change in any respect whatsoever any term or provision relating to any or all of
the Obligations, including the rate of interest thereon; (f) apply any sums
received from any other Borrower, guarantor, endorser, or co-signer, or from the
disposition of any collateral or security, to any Obligations whatsoever owing
from such person or secured by such collateral or security, in such manner and
order as Bank may determine in its sole discretion, and regardless of whether
such Obligations are part of the Obligations, are secured, or are due and
payable; (g) apply any sums received from any Borrower or from the disposition
of any collateral to any of the Obligations in such manner and order as Bank
determines in its good faith business judgment, regardless of whether or not
such Obligations are secured or are due and payable.  Each Borrower
consents and agrees that Bank shall be under no obligation to marshal any assets
in favor of any Borrower, or against or in payment of any or all of the
Obligations.  Each Borrower further consents and agrees that Bank
shall have no duties or responsibilities whatsoever with respect to any property
securing any or all of the Obligations.  Without limiting the
generality of the foregoing, Bank shall have no obligation to monitor, verify,
audit, examine, or obtain or maintain any insurance with respect to, any
property securing any or all of the Obligations.




(e)           Each
Borrower hereby waives all rights of subrogation, reimbursement,
indemnification, and contribution and any other rights and defenses that are or
may become available to such Borrower or any other surety by reason of
California Civil Code Sections 2787 to 2855, inclusive, if and as
applicable.  Each Borrower waives all rights and defenses that such
Borrower may have because the Obligations may be or are secured by real
property, if and when any such eventuality arises.  This means, among
other things:  (a) Bank may collect from any Borrower without first
foreclosing on any real or personal property collateral pledged by any other
Borrower; and (b) If Bank s forecloses on any real property collateral pledged
by any Borrower:  (i) The amount of the Obligations may be reduced
only by the price for which that collateral is sold at the foreclosure sale,
even if the collateral is worth more than the sale price; and (ii) Bank may
collect from any Borrower even if Bank, by foreclosing on the real property
collateral, has destroyed any right such Borrower may have to collect from any
other Borrower or any endorser, co-maker or other person.  This is an
unconditional and irrevocable waiver of any rights and defenses any Borrower may
have because the Obligations may be or are secured by real
property.  These rights and defenses include, but are not limited to,
any rights or defenses based upon Section 580a, 580b, 580d, or 726 of the Code
of Civil Procedure.  Each Borrower waives all rights and defenses
arising out of an election of remedies by Bank, even though that election of
remedies, such as a nonjudicial foreclosure with respect to security for a
guaranteed obligation, has destroyed or may destroy such Borrower's rights of
subrogation and reimbursement against the principal by the operation of Section
580d of the Code of Civil Procedure or otherwise.




(f)           Each
Borrower hereby agrees that one or more successive or concurrent actions may be
brought hereon against such Borrower, in the same action in which any other
Borrower may be sued or in separate actions, as often as deemed advisable by
Bank.  The liability of each Borrower relative to the Obligations is
exclusive and independent of any other guaranty or joint and several liability
of any other Borrower of any or all of the Obligations whether executed by
Borrower or by any other Borrower or any guarantor, endorser, co-maker or other
person, or otherwise.  The liability of any Borrower hereunder shall
not be affected, revoked, impaired, or reduced by any one or more of the
following:  (a) the fact that the Obligations exceeds the maximum
amount of any Borrower's liability, if any, specified herein or elsewhere (and
no agreement specifying a maximum amount of any Borrower's liability shall be
enforceable unless set forth in a writing signed by Bank; or (b) any direction
as to the application of payment by any other Borrower or by any other party; or
(c) any continuing or restrictive guaranty or undertaking or any limitation on
the liability of any other Borrower; or (d) any payment on or reduction of any
such guaranty or undertaking; or (e) any revocation, amendment, modification or
release of any such guaranty or undertaking; or (f) any dissolution or
termination of, or increase, decrease, or change in membership of any Borrower
which is a partnership, limited liability company or with respect to any other
form of entity organization.  Each Borrower hereby expressly
represents that it was not induced to agree to be liable for the Obligations by
the fact that there are or may be other Borrowers that are jointly and severally
liable with such Borrower relative to the Obligations, and each Borrower agrees
that any release of any one or more of such other Borrowers shall not release
such Borrower from its Obligations either in full or to any lesser
extent.


21




(g)           Each
Borrower is fully aware of the financial condition of each other Borrower and is
agreeing to be jointly and severally liable with each other Borrower at the
request of each such other Borrower and based solely upon its own independent
investigation of all matters pertinent hereto, and such Borrower is not relying
in any manner upon any representation or statement of Bank with respect
thereto.  Each Borrower represents and warrants that it is in a
position to obtain, and such Borrower hereby assumes full responsibility for
obtaining, any additional information concerning each other Borrower's financial
condition and any other matter pertinent hereto as such Borrower may desire, and
such Borrower is not relying upon or expecting Bank to furnish to such Borrower
any information now or hereafter in any of such party's possession concerning
the same or any other matter.




9.9           Demand
Waiver.  Borrower waives demand, notice of default or dishonor,
notice of payment and nonpayment, notice of any default, nonpayment at maturity,
release, compromise, settlement, extension, or renewal of accounts, documents,
instruments, chattel paper, and guarantees held by Bank on which Borrower is
liable.




10        
   NOTICES




All
notices, consents, requests, approvals, demands, or other communication by any
party to this Agreement or any other Loan Document must be in writing and shall
be deemed to have been validly served, given, or delivered: (a) upon the earlier
of actual receipt and three (3) Business Days after deposit in the U.S. mail,
first class, registered or certified mail return receipt requested, with proper
postage prepaid; (b) upon transmission, when sent by electronic mail or
facsimile transmission; (c) one (1) Business Day after deposit with a reputable
overnight courier with all charges prepaid; or (d) when delivered, if
hand-delivered by messenger, all of which shall be addressed to the party to be
notified and sent to the address, facsimile number, or email address indicated
below.  Bank or Borrower may change its mailing or electronic mail
address or facsimile number by giving the other party written notice thereof in
accordance with the terms of this Section 10.




If
      to Borrower:
                                          c/o
      VillageEDOCS, Inc.1401
      N. Tustin Avenue, Suite 230Santa
      Ana, California  92705Attn:  Mr.
      Michael RichardFax:  800-837-0-679Email:
                                          mrichard@villageEDOCS.comIf
      to Bank:
                                          Silicon
      Valley Bank38
      Technology Drive, Suite 150Irvine,
      CA  92618Attn:  Kurt
      MiklinskiFax:  (949)
      790-9028Email:
      kmiklinski@svb.com




11           CHOICE OF LAW, VENUE, JURY
TRIAL WAIVER AND JUDICIAL REFERENCE




California
law governs the Loan Documents without regard to principles of conflicts of
law.  Borrower and Bank each submit to the exclusive jurisdiction of
the State and Federal courts in Orange County, California; provided, however,
that nothing in this Agreement shall be deemed to operate to preclude Bank from
bringing suit or taking other legal action in any other jurisdiction to realize
on the Collateral or any other security for the Obligations, or to enforce a
judgment or other court order in favor of Bank.  Borrower expressly
submits and consents in advance to such jurisdiction in any action or suit
commenced in any such court, and Borrower hereby waives any objection that it
may have based upon lack of personal jurisdiction, improper venue, or forum non
conveniens and hereby consents to the granting of such legal or equitable relief
as is deemed appropriate by such court.  Borrower hereby waives
personal service of the summons, complaints, and other process issued in such
action or suit and agrees that service of such summons, complaints, and other
process may be made by registered or certified mail addressed to Borrower at the
address set forth in, or subsequently provided by Borrower in accordance with,
Section 10 of this Agreement and that service so made shall be deemed completed
upon the earlier to occur of Borrower’s actual receipt thereof or three (3) days
after deposit in the U.S. mails, proper postage prepaid.


22




TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, BORROWER AND BANK EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY
CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN
DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF
DUTY AND ALL OTHER CLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES
TO ENTER INTO THIS AGREEMENT.  EACH PARTY HAS REVIEWED THIS WAIVER
WITH ITS COUNSEL.




WITHOUT
INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE
RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is
not enforceable, the parties hereto agree that any and all disputes or
controversies of any nature between them arising at any time shall be decided by
a reference to a private judge, mutually selected by the parties (or, if they
cannot agree, by the Presiding Judge of the Orange County, California Superior
Court) appointed in accordance with California Code of Civil Procedure Section
638 (or pursuant to comparable provisions of federal law if the dispute falls
within the exclusive jurisdiction of the federal courts), sitting without a
jury, in Orange County, California; and the parties hereby submit to the
jurisdiction of such court.  The reference proceedings shall be
conducted pursuant to and in accordance with the provisions of California Code
of Civil Procedure §§ 638 through 645.1, inclusive.  The private judge
shall have the power, among others, to grant provisional relief, including
without limitation, entering temporary restraining orders, issuing preliminary
and permanent injunctions and appointing receivers.  All such
proceedings shall be closed to the public and confidential and all records
relating thereto shall be permanently sealed.  If during the course of
any dispute, a party desires to seek provisional relief, but a judge has not
been appointed at that point pursuant to the judicial reference procedures, then
such party may apply to the Orange County, California Superior Court for such
relief.  The proceeding before the private judge shall be conducted in
the same manner as it would be before a court under the rules of evidence
applicable to judicial proceedings.  The parties shall be entitled to
discovery which shall be conducted in the same manner as it would be before a
court under the rules of discovery applicable to judicial
proceedings.  The private judge shall oversee discovery and may
enforce all discovery rules and orders applicable to judicial proceedings in the
same manner as a trial court judge.  The parties agree that the
selected or appointed private judge shall have the power to decide all issues in
the action or proceeding, whether of fact or of law, and shall report a
statement of decision thereon pursuant to California Code of Civil Procedure §
644(a).  Nothing in this paragraph shall limit the right of any party
at any time to exercise self-help remedies, foreclose against collateral, or
obtain provisional remedies.  The private judge shall also determine
all issues relating to the applicability, interpretation, and enforceability of
this paragraph.




12           GENERAL
PROVISIONS




12.1        Termination Prior to Revolving Line
Maturity Date.  This Agreement may be terminated prior to the
Revolving Line Maturity Date by Borrower, effective three (3) Business Days
after written notice of termination is given to Bank.  Notwithstanding
any such termination, Bank’s lien and security interest in the Collateral and
all of Bank’s rights and remedies under this Agreement shall continue until
Borrower fully satisfies its Obligations.  If such termination is at
Borrower’s election or at Bank’s election due to the occurrence and continuance
of an Event of Default or if any of the Obligations become due and payable as a
result of an Event of Default (including, without limitation, becoming due and
payable as a result of an Insolvency Proceeding), Borrower shall pay to Bank, in
addition to the payment of any other expenses or fees then-owing, a termination
fee in an amount equal to fourpercent (4.00%) of the
Maximum Dollar Amount  if any such termination arises prior to the
first anniversary of the Effective Date and thereafter such termination fee
shall be equal to twopercent (2.00%) of the
Maximum Dollar Amount, provided that no termination fee shall be charged if the
credit facility hereunder is replaced with a new facility from another division
of Bank.




12.2        Successors and
Assigns.  This Agreement binds and is for the benefit of the
successors and permitted assigns of each party.  Borrower may not
assign this Agreement or any rights or obligations under it without Bank’s prior
written consent (which may be granted or withheld in Bank’s
discretion).  Bank has the right, without the consent of or notice to
Borrower, to sell, transfer, assign, negotiate, or grant participation in all or
any part of, or any interest in, Bank’s obligations, rights, and benefits under
this Agreement and the other Loan Documents.


23




12.3        Indemnification.  Borrower
agrees to indemnify, defend and hold Bank and its directors, officers,
employees, agents, attorneys, or any other Person affiliated with or
representing Bank (each, an “Indemnified Person”) harmless
against:  (a) all obligations, demands, claims, and liabilities
(collectively, “Claims”)
claimed or asserted by any other party in connection with the transactions
contemplated by the Loan Documents; and (b) all losses or expenses (including
Bank Expenses) in any way suffered, incurred, or paid by such Indemnified Person
as a result of, following from, consequential to, or arising from transactions
between Bank and Borrower (including reasonable attorneys’ fees and expenses),
except for Claims and/or losses directly caused by such Indemnified Person’s
gross negligence or willful misconduct.




12.4        Time of
Essence.  Time is of the essence for the performance of all
Obligations in this Agreement.




12.5        Severability of
Provisions.  Each provision of this Agreement is severable from
every other provision in determining the enforceability of any
provision.




12.6        Correction of Loan
Documents.  Bank may correct patent errors and fill in any
blanks in the Loan Documents consistent with the agreement of the
parties.




12.7        Amendments in Writing; Waiver;
Integration.  No purported amendment or modification of any
Loan Document, or waiver, discharge or termination of any obligation under any
Loan Document, shall be enforceable or admissible unless, and only to the
extent, expressly set forth in a writing signed by the party against which
enforcement or admission is sought.  Without limiting the generality
of the foregoing, no oral promise or statement, nor any action, inaction, delay,
failure to require performance or course of conduct shall operate as, or
evidence, an amendment, supplement or waiver or have any other effect on any
Loan Document.  Any waiver granted shall be limited to the specific
circumstance expressly described in it, and shall not apply to any subsequent or
other circumstance, whether similar or dissimilar, or give rise to, or evidence,
any obligation or commitment to grant any further waiver.  The Loan
Documents represent the entire agreement about this subject matter and supersede
prior negotiations or agreements.  All prior agreements,
understandings, representations, warranties, and negotiations between the
parties about the subject matter of the Loan Documents merge into the Loan
Documents.




12.8        Counterparts.  This
Agreement may be executed in any number of counterparts and by different parties
on separate counterparts, each of which, when executed and delivered, is an
original, and all taken together, constitute one Agreement.




12.9        Survival.  All
covenants, representations and warranties made in this Agreement continue in
full force until this Agreement has terminated pursuant to its terms and all
Obligations (other than inchoate indemnity obligations and any other obligations
which, by their terms, are to survive the termination of this Agreement) have
been satisfied.  The obligation of Borrower in Section 12.3 to the
Indemnified Persons shall survive until all statutes of limitationwith respect to such
claim or cause of action with respect to the Claims, losses and expenses for
which indemnity is given shall have run.




12.10      Confidentiality.  In
handling any confidential information, Bank shall exercise the same degree of
care that it exercises for its own proprietary information, but disclosure of
information may be made: (a) to Bank’s Subsidiaries or Affiliates; (b) to
prospective transferees or purchasers of any interest in the Credit Extensions
(provided, however, Bank shall use its best efforts to obtain any prospective
transferee’s or purchaser’s agreement to the terms of this provision);
(c) as required by law, regulation, subpoena, or other order; (d) to
Bank’s regulators or as otherwise required in connection with Bank’s examination
or audit; (e) as Bank considers appropriate in exercising remedies under
the Loan Documents; and (f) to third-party service providers of Bank so long as
such service providers have executed a confidentiality agreement with Bank with
terms no less restrictive than those contained herein.  Confidential
information does not include information that is either: (i) in the public
domain or in Bank’s possession when disclosed to Bank, or becomes part of the
public domain after disclosure to Bank; or (ii) disclosed to Bank by a
third party, if Bank does not know that the third party is prohibited from
disclosing the information.




Bank may
use confidential information for the development of databases, reporting
purposes, and market analysis so long as such confidential information is
aggregated and anonymized prior to distribution unless otherwise expressly
permitted by Borrower.  The provisions of the immediately preceding
sentence shall survive the termination of this Agreement.


24




12.11      Attorneys’ Fees, Costs and
Expenses.  In any action or proceeding between Borrower and
Bank arising out of or relating to the Loan Documents, the prevailing party
shall be entitled to recover its reasonable attorneys’ fees and other costs and
expenses incurred, in addition to any other relief to which it may be
entitled.




12.12      Electronic Execution of
Documents.  The words “execution,” “signed,” “signature” and
words of like import in any Loan Document shall be deemed to include electronic
signatures or the keeping of records in electronic form, each of which shall be
of the same legal effect, validity and enforceability as a manually executed
signature or the use of a paper-based recordkeeping systems, as the case may be,
to the extent and as provided for in any applicable law, including, without
limitation, any state law based on the Uniform Electronic Transactions
Act.




12.13      Captions.  The
headings used in this Agreement are for convenience only and shall not affect
the interpretation of this Agreement.




12.14      Construction of
Agreement.  The parties mutually acknowledge that they and
their attorneys have participated in the preparation and negotiation of this
Agreement.  In cases of uncertainty this Agreement shall be construed
without regard to which of the parties caused the uncertainty to
exist.




12.15  Relationship.  The
relationship of the parties to this Agreement is determined solely by the
provisions of this Agreement.  The parties do not intend to create any
agency, partnership, joint venture, trust, fiduciary or other relationship with
duties or incidents different from those of parties to an arm’s-length
contract.




12.16  Third
Parties.  Nothing in this Agreement, whether express or
implied, is intended to: (a) confer any benefits, rights or remedies under
or by reason of this Agreement on any persons other than the express parties to
it and their respective permitted successors and assigns; (b) relieve or
discharge the obligation or liability of any person not an express party to this
Agreement; or (c) give any person not an express party to this Agreement any
right of subrogation or action against any party to this Agreement.




13           DEFINITIONS




13.1        Definitions.  As
used in the Loan Documents, the word “shall” is mandatory, the word “may” is
permissive, the word “or” is not exclusive, the words “includes” and “including”
are not limiting, the singular includes the plural, and numbers denoting amounts
that are set off in brackets are negative.  As used in this Agreement,
the following capitalized terms have the following meanings:




“Account” is any “account” as
defined in the Code with such additions to such term as may hereafter be made,
and includes, without limitation, all accounts receivable and other sums owing
to Borrower.




“Account Debtor” is any
“account debtor” as defined in the Code with such additions to such term as may
hereafter be made.




“Advance” or “Advances” means an advance (or
advances) under the Revolving Line.




“Affiliate” is, with respect to
any Person, each other Person that owns or controls directly or indirectly the
Person, any Person that controls or is controlled by or is under common control
with the Person, and each of that Person’s senior executive officers, directors,
partners and, for any Person that is a limited liability company, that Person’s
managers and members.




“Agreement” is defined in the
preamble hereof.




“Availability Amount” is (a)
the lesser of (i) Maximum Dollar Amount or (ii) the amount available under the
Borrowing Base minus (b) the aggregateDollar Equivalent
amount of all outstanding Letters of Credit (including drawn but unreimbursed
Letters of Credit) plus an amount equal to the Letter of Credit Reserve, minus
(c) the FX Reduction Amount, minus (d) any amounts used for Cash Management
Services, and minus (e) the outstanding principal balance of any
Advances.


25




“Bank” is defined in the
preamble hereof.




“Bank Expenses” are all audit
fees and expenses, costs, and expenses (including reasonable attorneys’ fees and
expenses) for preparing, amending, negotiating, administering, defending and
enforcing the Loan Documents (including, without limitation, those incurred in
connection with appeals or Insolvency Proceedings) or otherwise incurred with
respect to Borrower or any Guarantor.




“Borrower” is defined in the
preamble hereof




“Borrower’s Books” are all
Borrower’s books and records including ledgers, federal and state tax returns,
records regarding Borrower’s assets or liabilities, the Collateral, business
operations or financial condition, and all computer programs or storage or any
equipment containing such information.




“Borrowing Base” is (A) the
aggregate amount of credit card collections of Borrower for the most recent
month end period plus (B) 80% of Eligible Accounts, as
determined by Bank from Borrower’s most recent Transaction Report; provided,
however, that Bank may decrease the foregoing percentage in its good faith
business judgment based on events, conditions, contingencies, or risks which, as
determined by Bank, may adversely affect Collateral.




Borrowing Resolutions” are,
with respect to any Person, those resolutions adopted by such Person’s Board of
Directors and delivered by such Person to Bank approving the Loan Documents to
which such Person is a party and the transactions contemplated thereby, together
with a certificate executed by its Secretary on behalf of such Person certifying
that (a) such Person has the authority to execute, deliver, and perform its
obligations under each of the Loan Documents to which it is a party,
(b) that attached as Exhibit A to such certificate is a true, correct, and
complete copy of the resolutions then in full force and effect authorizing and
ratifying the execution, delivery, and performance by such Person of the Loan
Documents to which it is a party, (c) the name(s) of the Person(s) authorized to
execute the Loan Documents on behalf of such Person, together with a sample of
the true signature(s) of such Person(s), and (d) that Bank may conclusively
rely on such certificate unless and until such Person shall have delivered to
Bank a further certificate canceling or amending such prior
certificate.




“Business Day” is any day that
is not a Saturday, Sunday or a day on which Bank is closed.




“Cash Equivalents” means
(a) marketable direct obligations issued or unconditionally guaranteed by
the United States or any agency or any State thereof having maturities of not
more than one (1) year from the date of acquisition; (b) commercial paper
maturing no more than one (1) year after its creation and having the highest
rating from either Standard & Poor’s Ratings Group or Moody’s Investors
Service, Inc.; (c) Bank’s certificates of deposit issued maturing no more than
one (1) year after issue; and (d) money market funds at least ninety-five
percent (95%) of the assets of which constitute Cash Equivalents of the kinds
described in clauses (a) through (c) of this definition.




“Cash Management Services”is
defined in Section 2.1.4.




“Change in Control” means any
event, transaction, or occurrence as a result of which (a) any “person” (as such
term is defined in Sections 3(a)(9) and 13(d)(3) of the Exchange Act), other
than a trustee or other fiduciary holding securities under an employee benefit
plan of Borrower, is or becomes a beneficial owner (within the meaning Rule
13d-3 promulgated under the Exchange Act), directly or indirectly, of securities
of Borrower, representing twenty-five percent (25%) or more of the combined
voting power of the then outstanding securities of VillageEDOCS; or (b) during
any period of twelve consecutive calendar months, individuals who at the
beginning of such period constituted the Board of Directors of Borrower
(together with any new directors whose election by the Board of Directors of
Borrower was approved by a vote of not less than two-thirds of the directors
then still in office who either were directions at the beginning of such
period  or whose election or nomination for election was previously so
approved) cease for any reason other than death or disability to constitute a
majority of the directors then in office; or (c) VillageEDOCS ceases to own 100%
of the voting securities of each of MessageVision, Decision Management and
GoSolutions; or (d) GoSolutions ceases to own 100% of the voting securities of
each of GoSolo and GoSolutions Canada, Inc.  .


26





“Code” is the Uniform
Commercial Code, as the same may, from time to time, be enacted and in effect in
the State of California; provided, that, to the extent that the Code is used to
define any term herein or in any Loan Document and such term is defined
differently in different Articles or Divisions of the Code, the definition of
such term contained in Article or Division 9 shall govern; provided further,
that in the event that, by reason of mandatory provisions of law, any or all of
the attachment, perfection, or priority of, or remedies with respect to, Bank’s
Lien on any Collateral is governed by the Uniform Commercial Code in effect in a
jurisdiction other than the State of California, the term “Code” shall mean the Uniform
Commercial Code as enacted and in effect in such other jurisdiction solely for
purposes of the provisions thereof relating to such attachment, perfection,
priority, or remedies and for purposes of definitions relating to such
provisions.





“Collateral” is any and all
properties, rights and assets of Borrower described on Exhibit
A.




“Collateral Account” is any
Deposit Account, Securities Account, or Commodity Account.




“Committed Availability" means,
as the date of determination, an amount equal to the Availability
Amount.




“Commodity Account” is any
“commodity account” as defined in the Code with such additions to such term as
may hereafter be made.




“Compliance Certificate” is
that certain certificate in the form attached hereto as Exhibit
B.




“Contingent Obligation” is, for
any Person, any direct or indirect liability, contingent or not, of that Person
for (a) any indebtedness, lease, dividend, letter of credit or other obligation
of another such as an obligation, in each case, directly or indirectly
guaranteed, endorsed, co-made, discounted or sold with recourse by that Person,
or for which that Person is directly or indirectly liable; (b) any obligations
for undrawn letters of credit for the account of that Person; and (c) all
obligations from any interest rate, currency or commodity swap agreement,
interest rate cap or collar agreement, or other agreement or arrangement
designated to protect a Person against fluctuation in interest rates, currency
exchange rates or commodity prices; but “Contingent Obligation” does not include
endorsements in the ordinary course of business.  The amount of a
Contingent Obligation is the stated or determined amount of the primary
obligation for which the Contingent Obligation is made or, if not determinable,
the maximum reasonably anticipated liability for it determined by the Person in
good faith; but the amount may not exceed the maximum of the obligations under
any guarantee or other support arrangement.




“Control Agreement” is any
control agreement entered into among the depository institution at which
Borrower maintains a Deposit Account or the securities intermediary or commodity
intermediary at which Borrower maintains a Securities Account or a Commodity
Account, Borrower, and Bank pursuant to which Bank obtains control (within the
meaning of the Code) over such Deposit Account, Securities Account, or Commodity
Account.




“Copyrights” are any and all
copyright rights, copyright applications, copyright registrations and like
protections in each work or authorship and derivative work thereof, whether
published or unpublished and whether or not the same also constitutes a trade
secret.




“Credit Extension” is any
Advance, Letter of Credit, FX Forward Contract, amount utilized for Cash
Management Services, amount used for any Merchant Services Accommodation or any
other extension of credit by Bank for Borrower’s benefit.




“Current Assets” are amounts
that under GAAP should be included on that date as current assets on Borrower’s
consolidated balance sheet.




“Current Liabilities” are all
obligations and liabilities of Borrower to Bank, plus, without duplication, the
aggregate amount of Borrower’s Total Liabilities that mature within one (1)
year.


27




“Default” means any
event which with notice or passage of time or both, would constitute an Event of
Default.




“Default Rate” is defined in
Section 2.3(b).




“Deferred Revenue” is all
amounts received or invoiced in advance of performance under contracts and not
yet recognized as revenue.




“Deposit Account” is any
“deposit account” as defined in the Code with such additions to such term as may
hereafter be made.




“Designated Deposit Account”
are collectively the deposit accounts of Borrowers maintained with Bank and
designated as the "Designated Deposit Account" for each such Borrower by Bank
from time to time.




“Dollars,”“dollars” or use of the sign
“$” means only lawful
money of the United States and not any other currency, regardless of whether
that currency uses the “$” sign to denote its currency or may be readily
converted into lawful money of the United States.




“Dollar Equivalent” is, at any
time, (a) with respect to any amount denominated in Dollars, such amount, and
(b) with respect to any amount denominated in a Foreign Currency, the equivalent
amount therefor in Dollars as determined by Bank at such time on the basis of
the then-prevailing rate of exchange in San Francisco, California, for sales of
the Foreign Currency for transfer to the country issuing such Foreign
Currency.




“Domestic Subsidiary” means a
Subsidiary organized under the laws of the United States or any state or
territory thereof or the District of Columbia.




“EBITDA” means, as to
VillageEDOCS and its Subsidiaries on a consolidated basis, for any period as at
any date of determination, (a) Net Income, plus (b) Interest Expense, plus (c)
to the extent deducted in the calculation of Net Income, depreciation expense
and amortization expense, plus (d) income tax expense.




“Effective Date” is defined in
the preamble hereof.




“Eligible Accounts” means
Accounts which arise in the ordinary course of Borrower’s business that meet all
Borrower’s representations and warranties in Section 5.3.  Bank
reserves the right after the Effective Date to adjust any of the criteria set
forth below and to establish new criteria in its good faith business
judgment.  Unless Bank otherwise agrees in writing, Eligible Accounts
shall not include:




(a)           Accounts
that the Account Debtor has not paid within ninety (90) days of invoice date
regardless of invoice payment period terms;




(b)           Accounts
owing from an Account Debtor, fifty percent (50%) or more of whose Accounts have
not been paid within ninety (90) days of invoice date;




(c)           Accounts
owing from an Account Debtor which does not have its principal place of business
in the United States;




(d)           Accounts
billed and/or payable outside of the United States;




(e)           Accounts
owing from an Account Debtor to the extent that Borrower is indebted or
obligated in any manner to the Account Debtor (as creditor, lessor, supplier or
otherwise - sometimes called “contra” accounts, accounts payable, customer
deposits or credit accounts), with the exception of customary credits,
adjustments and/or discounts given to an Account Debtor by Borrower in the
ordinary course of its business;




(f)          
 Accounts for which the Account Debtor is Borrower’s Affiliate, officer,
employee, or agent;




(g)           Accounts
with credit balances over ninety (90) days from invoice date;


28




(h)           Accounts
owing from an Account Debtor, including Affiliates, whose total obligations to
Borrower exceed twenty-five percent (25%) of all Accounts, for the amounts that
exceed that percentage, unless Bank approves in writing;




(i)     
      Accounts owing from an Account Debtor which
is a United States government entity or any department, agency, or
instrumentality thereof unless Borrower has assigned its payment rights to Bank
and the assignment has been acknowledged under the Federal Assignment of Claims
Act of 1940, as amended;




(j)      
     Accounts for demonstration or promotional
equipment, or in which goods are consigned, or sold on a “sale guaranteed”,
“sale or return”, “sale on approval”, or other terms if Account Debtor’s payment
may be conditional;




(k)           Accounts
owing from an Account Debtor that has not been invoiced or where goods or
services have not yet been rendered to the Account Debtor (sometimes called memo
billings or pre-billings);




(l)      
     Accounts subject to contractual arrangements
between Borrower and an Account Debtor where payments shall be scheduled or due
according to completion or fulfillment requirements where the Account Debtor has
a right of offset for damages suffered as a result of Borrower’s failure to
perform in accordance with the contract (sometimes called contracts accounts
receivable, progress billings, milestone billings, or fulfillment
contracts);




(m)           Accounts
owing from an Account Debtor the amount of which may be subject to withholding
based on the Account Debtor’s satisfaction of Borrower’s complete performance
(but only to the extent of the amount withheld; sometimes called retainage
billings);




(n)           Accounts
subject to trust provisions, subrogation rights of a bonding company, or a
statutory trust;




(o)           Accounts
owing from an Account Debtor that has been invoiced for goods that have not been
shipped to the Account Debtor unless Bank, Borrower, and the Account Debtor have
entered into an agreement acceptable to Bank in its sole discretion wherein the
Account Debtor acknowledges that (i) it has title to and has ownership of the
goods wherever located, (ii) a bona fide sale of the goods has occurred, and
(iii) it owes payment for such goods in accordance with invoices from Borrower
(sometimes called “bill and hold” accounts);




(p)           Accounts
owing from an Account Debtor with respect to which Borrower has received
Deferred Revenue (but only to the extent of such Deferred Revenue);




(q)           Accounts
for which the Account Debtor has not been invoiced;




(r)           Accounts
that represent non-trade receivables or that are derived by means other than in
the ordinary course of Borrower’s business;




(s)           Accounts
for which Borrower has permitted Account Debtor’s payment to extend beyond 90
days;




(t)           Accounts
subject to chargebacks or others payment deductions taken by an Account Debtor
(but only to the extent of the chargebacks or deductions);




(u)           Accounts
in which the Account Debtor disputes liability or makes any claim (but only up
to the disputed or claimed amount), or if the Account Debtor is subject to an
Insolvency Proceeding, or becomes insolvent, or goes out of business;
and




(v)           Accounts
for which Bank in its good faith business judgment determines collection to be
doubtful..




“Equipment” is all “equipment”
as defined in the Code with such additions to such term as may hereafter be
made, and includes without limitation all machinery, fixtures, goods, vehicles
(including motor vehicles and trailers), and any interest in any of the
foregoing.


29




“ERISA” is the Employee
Retirement Income Security Act of 1974, and its regulations.




“Event of Default” is defined
in Section 8.




“Exchange Act” is the
Securities Exchange Act of 1934, as amended.




“Foreign Currency” means
lawful money of a country other than the United States.




“Foreign Subsidiary” means any
Subsidiary which is not a Domestic Subsidiary.




“Funding Date” is any date on
which a Credit Extension is made to or for the account of Borrower which shall
be a Business Day.




“FX Business Day” is any day
when (a) Bank’s Foreign Exchange Department is conducting its normal business
and (b) the Foreign Currency being purchased or sold by Borrower is available to
Bank from the entity from which Bank shall buy or sell such Foreign
Currency.




“FX Forward Contract”is defined in Section
2.1.3.




“FX Reduction Amount” is
defined in Section 2.1.3.




“FX Reserve”is defined in Section
2.1.3.




“GAAP” is generally accepted
accounting principles set forth in the opinions and pronouncements of the
Accounting Principles Board of the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or in such other statements by such other Person as may be
approved by a significant segment of the accounting profession, which are
applicable to the circumstances as of the date of determination.




“General Intangibles” is all
“general intangibles” as defined in the Code in effect on the date hereof with
such additions to such term as may hereafter be made, and includes without
limitation, all Intellectual Property, claims, income and other tax refunds,
security and other deposits, payment intangibles, contract rights, options to
purchase or sell real or personal property, rights in all litigation presently
or hereafter pending (whether in contract, tort or otherwise), insurance
policies (including without limitation key man, property damage, and business
interruption insurance), payments of insurance and rights to payment of any
kind.




“Governmental Approval” is any
consent, authorization, approval, order, license, franchise, permit,
certificate, accreditation, registration, filing or notice, of, issued by, from
or to, or other act by or in respect of, any Governmental
Authority.





“Governmental Authority” is any
nation or government, any state or other political subdivision thereof, any
agency, authority, instrumentality, regulatory body, court, central bank or
other entity exercising executive, legislative, judicial, taxing, regulatory or
administrative functions of or pertaining to government, any securities exchange
and any self-regulatory organization.




“Guarantor”is any present or future
guarantor of the Obligations.




“Indebtedness” is (a)
indebtedness for borrowed money or the deferred price of property or services,
such as reimbursement and other obligations for surety bonds and letters of
credit, (b) obligations evidenced by notes, bonds, debentures or similar
instruments, (c) capital lease obligations, and (d) Contingent
Obligations.




“Indemnified Person” is defined
in Section 12.3.




“Initial Audit” is Bank’s
inspection of the Collateral, and Borrower’s Books, with results satisfactory to
Bank in its sole and absolute discretion.


30




“Insolvency Proceeding” is any
proceeding by or against any Person under the United States Bankruptcy Code, or
any other bankruptcy or insolvency law, including assignments for the benefit of
creditors, compositions, extensions generally with its creditors, or proceedings
seeking reorganization, arrangement, or other relief.




“Intellectual Property” means
all of Borrower’s right, title, and interest in and to the
following:





(a)           its
Copyrights, Trademarks and Patents;




(b)           any
and all trade secrets and trade secret rights, including, without limitation,
any rights to unpatented inventions, know-how, operating manuals;




(c)           any
and all source code;




(d)           any
and all design rights which may be available to a Borrower;




(e)           any
and all claims for damages by way of past, present and future infringement of
any of the foregoing, with the right, but not the obligation, to sue for and
collect such damages for said use or infringement of the Intellectual Property
rights identified above; and




(f)           all
amendments, renewals and extensions of any of the Copyrights, Trademarks or
Patents.




“Interest Expense” means for
any fiscal period, interest expense (whether cash or non-cash) determined in
accordance with GAAP for the relevant period ending on such date, including, in
any event, interest expense with respect to any Credit Extension and other
Indebtedness of Borrower and its Subsidiaries, including, without limitation or
duplication, all commissions, discounts, or related amortization and other fees
and charges with respect to letters of credit and bankers’ acceptance financing
and the net costs associated with interest rate swap, cap, and similar
arrangements, and the interest portion of any deferred payment obligation
(including leases of all types).




“Inventory” is all “inventory”
as defined in the Code in effect on the date hereof with such additions to such
term as may hereafter be made, and includes without limitation all merchandise,
raw materials, parts, supplies, packing and shipping materials, work in process
and finished products, including without limitation such inventory as is
temporarily out of Borrower’s custody or possession or in transit and including
any returned goods and any documents of title representing any of the
above.




“Investment” is any beneficial
ownership interest in any Person (including stock, partnership interest or other
securities), and any loan, advance or capital contribution to any
Person.




“IP Agreement” is that certain
Intellectual Property Security Agreement executed and delivered by Borrower to
Bank entered into in connection with this Agreement.




“Key Person” is any of
Borrower’s Chief Executive Officer and Chief Financial Officer, who are,
respectively, as of the Effective Date, Mr. K. Mason Conner and Mr. Michael
Richard.




“Letter of Credit” means a
standby letter of credit issued by Bank or another institution based upon an
application, guarantee, indemnity or similar agreement on the part of Bank as
set forth in Section 2.1.2.




“Letter of Credit Application”
is defined in Section 2.1.2(b).




“Letter of Credit Reserve” has
the meaning set forth in Section 2.1.2(e).




“Lien” is a claim, mortgage,
deed of trust, levy, charge, pledge, security interest or other encumbrance of
any kind, whether voluntarily incurred or arising by operation of law or
otherwise against any property.




“Loan Documents” are,
collectively, this Agreement, the Perfection Certificate, the IP Agreement, the
Subordination Agreement, any note, or notes or guaranties executed by Borrower
or any Guarantor, and any other present or future agreement between Borrower or
any Guarantor and/or for the benefit of Bank in connection with this Agreement,
all as amended, restated, or otherwise modified.


31




“Material Adverse Change” is
(a) a material impairment in the perfection or priority of Bank’s Lien in the
Collateral or in the value of such Collateral; (b) a material adverse change in
the business, operations, or condition (financial or otherwise) of Borrower; (c)
a material impairment of the prospect of repayment of any portion of the
Obligations; or (d) Bank determines, based upon information available to it and
in its reasonable judgment, that there is a reasonable likelihood that Borrower
shall fail to comply with one or more of the financial covenants in Section 6
during the next succeeding financial reporting period.




"Merchant Services
Accommodations" shall have the meaning as is set forth in Section
2.1.5.




“Monthly Financial Statements”
is defined in Section  .




“Maximum Dollar Amount” is One
Million Dollars ($1,000,000).




“Net Income” means, as
calculated on a consolidated basis, in accordance with GAAP, for VillageEDOCS
and its Subsidiaries for any period as at any date of determination, the net
profit (or loss), after provision for taxes, of VillageEDOCS and its
Subsidiaries for such period taken as a single accounting period.




“Obligations” are Borrower’s
obligations to pay when due any debts, principal, interest, Bank Expenses and
other amounts Borrower owes Bank now or later, whether under this Agreement, the
Loan Documents, or otherwise, including, without limitation, all obligations
relating to letters of credit (including reimbursement obligations for drawn and
undrawn letters of credit), cash management services, and foreign exchange
contracts, if any, and including interest accruing after Insolvency Proceedings
begin and debts, liabilities, or obligations of Borrower assigned to Bank, and
to perform Borrower’s duties under the Loan Documents.




“Operating Documents” are, for
any Person, such Person’s formation documents, as certified with the Secretary
of State of such Person’s state of formation on a date that is no earlier than
30 days prior to the Effective Date, and, (a) if such Person is a corporation,
its bylaws in current form, (b) if such Person is a limited liability company,
its limited liability company agreement (or similar agreement), and (c) if such
Person is a partnership, its partnership agreement (or similar agreement), each
of the foregoing with all current amendments or modifications
thereto.




“Overadvance” is defined in
Section 2.2.




“Patents” means all patents,
patent applications and like protections including without limitation
improvements, divisions, continuations, renewals, reissues, extensions and
continuations-in-part of the same.




“Payment” means all checks,
wire transfers and other items of payment received by Bank (including proceeds
of Accounts and payment of the Obligations in full) for credit to Borrower’s
outstanding Credit Extensions or, if the balance of the Credit Extensions has
been reduced to zero, for credit to its deposit accounts.




“Perfection Certificate” is
defined in Section 5.1.




“Permitted Indebtedness”
is:




(a)           Borrower’s
Indebtedness to Bank under this Agreement and the other Loan
Documents;




(b)           Indebtedness
existing on the Effective Date and shown on the Perfection Certificate, provided
that (i) with respect to the Indebtedness owing to the seller of the
Questys assets who are known as Viojin Hadzi-Pavlovic and Gloria Hadzi-Pavlovic,
the aggregate amount of Indebtedness owing to such Persons is as of the
Effective Date the maximum amount of $680,000 as reduced over time with
regularly scheduled payments of interest and principal (such Indebtedness being
the "Questys Debt"), provided that Borrower will not enter incur any additional
Indebtedness to the holders of the Questys Debt other than as expressly in
effect as of the Effective Date; and (ii) with respect to the Indebtedness
owing to C. Alan Williams, the aggregate amount of which as of the Effective
Date the maximum amount of $200,000 that will reduced over time with regularly
scheduled payments of interest and principal pursuant to terms of
the  subordination agreement being entered into between Bank and such
party (such Indebtedness being the "Williams Debt");


32




(c)           Subordinated
Debt;




(d)           unsecured
Indebtedness to trade creditors incurred in the ordinary course of
business;




(e)           Indebtedness
incurred as a result of endorsing negotiable instruments received in the
ordinary course of business;




(f)           Indebtedness
secured by Liens permitted under clauses (a) and (c) of the definition of
“Permitted Liens” hereunder;




(g)           Indebtedness
of Borrower to any Subsidiary that is a Borrower hereunder and Contingent
Obligations of any Subsidiary with respect to obligations of Borrower (provided
that the primary obligations are not prohibited hereby), and Indebtedness of any
Subsidiary to any Subsidiary that is a Borrower and Contingent Obligations of
any Subsidiary with respect to obligations of any other Subsidiary that is a
Borrower (provided that the primary obligations are not prohibited hereby);
and




(h)           extensions,
refinancings, modifications, amendments and restatements of any items of
Permitted Indebtedness (a) through (g) above, provided that the principal amount
thereof is not increased or the terms thereof are not modified to impose more
burdensome terms upon Borrower or its Subsidiary, as the case may
be.




“Permitted Investments”
are:




(a)           Investments
(including, without limitation, Subsidiaries) existing on the Effective Date and
shown on the Perfection Certificate;




(b)           (i)
Investments consisting of Cash Equivalents, and (ii) any Investments permitted
by Borrower’s investment policy, as amended from time to time, provided that
such investment policy (and any such amendment thereto) has been approved in
writing by Bank;




(c)           Investments
consisting of the endorsement of negotiable instruments for deposit or
collection or similar transactions in the ordinary course of
Borrower;




(d)           Investments
consisting of deposit accounts in which Bank has a perfected security
interest;




(e)           Investments
accepted in connection with Transfers permitted by Section 7.1;




(f)           Investments
(i) by Borrower in Subsidiaries that are not Borrowers hereunder not to exceed
$50,000 in the aggregate in any fiscal year;




(g)           Investments
consisting of (i) travel advances and employee relocation loans and other
employee loans and advances in the ordinary course of business, and (ii) loans
to employees, officers or directors relating to the purchase of equity
securities of Borrower or its Subsidiaries pursuant to employee stock purchase
plans or agreements approved by Borrower’s Board of Directors;




(h)           Investments
(including debt obligations) received in connection with the bankruptcy or
reorganization of customers or suppliers and in settlement of delinquent
obligations of, and other disputes with, customers or suppliers arising in the
ordinary course of business; and




(i)           Investments
consisting of notes receivable of, or prepaid royalties and other credit
extensions, to customers and suppliers who are not Affiliates, in the ordinary
course of business; provided that this paragraph (i)shall not apply to
Investments of Borrower in any Subsidiary.


33




“Permitted Liens”
are:




(a)           Liens
existing on the Effective Date and shown on the Perfection Certificate or
arising under this Agreement and the other Loan Documents;




(b)           Liens
for taxes, fees, assessments or other government charges or levies, either (i)
not due and payable or (ii) being contested in good faith and for which Borrower
maintains adequate reserves on its Books, provided that no
notice of any such Lien has been filed or recorded under the Internal Revenue
Code of 1986, as amended, and the Treasury Regulations adopted
thereunder;




(c)           purchase
money Liens (i) on Equipment acquired or held by Borrower incurred for financing
the acquisition of the Equipment securing no more than $50,000 in the aggregate
amount outstanding, or (ii) existing on Equipment when acquired, if the Lien is
confined to the property and improvements and the proceeds of the
Equipment;




(d)           Liens
of carriers, warehousemen, suppliers, or other Persons that are possessory in
nature arising in the ordinary course of business so long as such Liens attach
only to Inventory, securing liabilities in the aggregate amount not to exceed
$50,000 and which have no priority over any of Bank’s Liens andare not delinquent or
remain payable without penalty or which are being contested in good faith and by
appropriate proceedings which proceedings have the effect of preventing the
forfeiture or sale of the property subject thereto;




(e)           Liens
to secure payment of workers’ compensation, employment insurance, old-age
pensions, social security and other like obligations incurred in the ordinary
course of business (other than Liens imposed by ERISA) provided that they have
no priority over any of Bank’s Liens;




(f)           Liens
incurred in the extension, renewal or refinancing of the indebtedness secured by
Liens described in (a) through (c), but any extension,
renewal or replacement Lien must be limited to the property encumbered by the
existing Lien and the principal amount of the indebtedness may not
increase;




(g)           leases
or subleases of real property granted in the ordinary course of Borrower’s
business (or, if referring to another Person, in the ordinary course of such
Person’s business), and leases, subleases, non-exclusive licenses or sublicenses
of personal property (other than Intellectual Property) granted in the ordinary
course of Borrower’s business (or, if referring to another Person, in the
ordinary course of such Person’s business), if the leases,
subleases, licenses and sublicenses do not prohibit granting Bank a security
interest therein;




(h)           non-exclusive
license of Intellectual Property granted to third parties in the ordinary course
of business;




(i)           a
Lien in the intellectual property only pertaining to Questys (the “Questys IP”)
securing the Questys Debt and only up the aggregate amount of the Questys Debt
as reduced from time to time based on repayments thereof, with the scope of any
such Lien being determined to be acceptable to Bank in its good faith business
judgment; and




(j)           Liens
arising from attachments or judgments, orders, or decrees in circumstances not
constituting an Event of Default under Sections 8.4 and 8.7.




“Person” is any individual,
sole proprietorship, partnership, limited liability company, joint venture,
company, trust, unincorporated organization, association, corporation,
institution, public benefit corporation, firm, joint stock company, estate,
entity or government agency.




“Prime Rate” is Bank’s most
recently announced “prime rate,” even if it is not Bank’s lowest
rate.




“Questys IP”shall have the
meaning set forth in clause (i) of the definition of Permitted
Liens.




“Registered Organization” is
any “registered organization” as defined in the Code with such additions to such
term as may hereafter be made


34




“Requirement of Law” is as to
any Person, the organizational or governing documents of such Person, and any
law (statutory or common), treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its property or to which such Person or
any of its property is subject.




“Reserves” means, as of any
date of determination, such amounts as Bank may from time to time establish and
revise in its good faith business judgment, reducing the amount of Advances and
other financial accommodations which would otherwise be available to Borrower
(a) to reflect events, conditions, contingencies or risks which, as determined
by Bank in its good faith business judgment, do or may adversely affect (i) the
Collateral or any other property which is security for the Obligations or its
value (including without limitation any increase in delinquencies of Accounts),
(ii) the assets, business or prospects of Borrower or any Guarantor, or (iii)
the security interests and other rights of Bank in the Collateral (including the
enforceability, perfection and priority thereof); or (b) to reflect Bank's good
faith belief that any collateral report or financial information furnished by or
on behalf of Borrower or any Guarantor to Bank is or may have been incomplete,
inaccurate or misleading in any material respect; or (c) in respect of any state
of facts which Bank determines in good faith constitutes an Event of Default or
may, with notice or passage of time or both, constitute an Event of
Default.




“Responsible Officer” is any of
the Chief Executive Officer, President, Chief Financial Officer and Controller
of Borrower.




“Restricted License” is any
material license or other agreement with respect to which Borrower is the
licensee (a) that prohibits or otherwise restricts Borrower from granting a
security interest in Borrower’s interest in such license or agreement or any
other property, or (b) for which a default under or termination of could
interfere with the Bank’s right to sell any Collateral.




“Revolving Line” is an Advance
or Advances in an aggregate of up to the Maximum Dollar Amount outstanding at
any time.




“Revolving Line Maturity Date”
is May ___, 2012.




“SEC” shall mean the Securities
and Exchange Commission, any successor thereto, and any analogous Governmental
Authority.




“Securities Account” is any
“securities account” as defined in the Code with such additions to such term as
may hereafter be made.




“Settlement Date”is defined in Section
2.1.3.




“Streamline Period” is defined
in Section 2.1.1(b).




“Subordinated Debt” is
indebtedness incurred by Borrower subordinated to all of Borrower’s now or
hereafter indebtedness to Bank (pursuant to a subordination, intercreditor, or
other similar agreement in form and substance satisfactory to Bank entered into
between Bank and the other creditor), on terms acceptable to Bank.




“Subsidiary” is, as to any
Person, a corporation, partnership, limited liability company or other entity of
which shares of stock or other ownership interests having ordinary voting power
(other than stock or such other ownership interests having such power only by
reason of the happening of a contingency) to elect a majority of the board of
directors or other managers of such corporation, partnership or other entity are
at the time owned, or the management of which is otherwise controlled, directly
or indirectly through one or more intermediaries, or both, by such
Person.  Unless the context otherwise requires, each reference to a
Subsidiary herein shall be a reference to a Subsidiary of Borrower or
Guarantor.




“Total Liabilities” is on any
day, obligations that should, under GAAP, be classified as liabilities on
Borrower’s consolidated balance sheet, including all Indebtedness and current
portion of Subordinated Debt permitted by Bank to be paid by Borrower, but
excluding all other Subordinated Debt.


35




“Trademarks” means any
trademark and servicemark rights, whether registered or not, applications to
register and registrations of the same and like protections, and the entire
goodwill of the business of Borrower connected with and symbolized by such
trademarks.




“Transaction Report” is that
certain report of transactions and schedule of collections in the form attached
hereto as Exhibit C.




“Transfer” is defined in
Section 7.1.




[Signature page follows.]


36


IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be executed as of the Effective
Date.




BORROWER:VILLAGEEDOCS,
      INC.By
                            /s/Mason ConnerName:
                            Mason ConnerTitle:
                            CEO/PresMESSAGEVISION,
      INC.By
                            /s/Mason ConnerName:
                            Mason ConnerTitle:
                            PresDECISION
      MANAGEMENT COMPANY, INC.By
                            /s/Mason ConnerName:
                            Mason ConnerTitle:
                            PresGOSOLUTIONS,
      INC.By
                            /s/Mason ConnerName:
                            Mason ConnerTitle:
                            PresGOSOLO
      TECHNOLOGIES, INC.By
                            /s/Mason ConnerName:
                            Mason ConnerTitle:
                            PresBANK:SILICON
      VALLEY BANKBy
                            /s/ Kurt MiklinskiName:
                            Kurt MiklinskiTitle:
                            Vice
President


1




EXHIBIT
A





The
Collateral consists of all of Borrower’s right, title and interest in and to the
following personal property:




All
goods, Accounts (including health-care receivables), Equipment, Inventory,
contract rights or rights to payment of money, leases, license agreements,
franchise agreements, General Intangibles, commercial tort claims, documents,
instruments (including any promissory notes), chattel paper (whether tangible or
electronic), cash, deposit accounts, fixtures, letters of credit rights (whether
or not the letter of credit is evidenced by a writing), securities, and all
other investment property, supporting obligations, and financial assets, whether
now owned or hereafter acquired, wherever located; and




All
Borrower’s Books relating to the foregoing, and any and all claims, rights and
interests in any of the above and all substitutions for, additions, attachments,
accessories, accessions and improvements to and replacements, products, proceeds
and insurance proceeds of any or all of the foregoing.


1


EXHIBIT
B





Compliance
Certificate


1


EXHIBIT
C




Transaction
Report




[EXCEL
spreadsheet to be provided separately from lending officer.]


1