Exhibit
4.51


VillageEDOCS,
Inc.





PROMISSORY
NOTE





April 20,
2010


$200,000.00
            Santa
      Ana, California





FOR VALUE
RECEIVED, the undersigned, VillageEDOCS, Inc. (the “Maker”), hereby promises to
pay to the order of C. Alan Williams and Joan P. Williams, Community Property
(together, the “Lender”), the principal sum of Two Hundred Thousand and 00/100
Dollars ($200,000.00) together with interest earned thereon from the date on
which funds were initially deposited in the Maker’s bank.  Interest
will be earned at the per annum rate equal to ten percent
(10%).  Principal and interest are payable as described
herein.





Any
payment pursuant hereto shall first be applied to principal due and owing at the
date of such payment.  Whatever remains after the amount of such
principal is deducted from such payment shall be applied to the interest balance
due hereunder, and the interest upon that portion of principal so credited shall
thereupon cease.





Maker
shall have the right, without penalty, to prepay the indebtedness represented
hereby in part or in full at any time or times during the term
hereof.  Any payment pursuant hereto shall first be applied to
principal due and owing at the date of such payment.  Whatever remains
after the amount of such principal is deducted from such payment shall be
applied to the interest balance due hereunder, and the interest upon that
portion of principal so credited shall thereupon cease.





If any
payment of principal of and/or accrued interest on this Note is not paid as and
when due and payable hereunder, it shall thereupon accrue, and Maker hereby
expressly agrees to pay as liquidated damages and not as a penalty, interest on
the remaining unpaid balance of principal and accrued but unpaid interest at the
rate stated above until all unpaid principal and interest is paid in
full.





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




(a)
              A
      controlling interest in the Maker is acquired by a third party;
      or
 (b)
              October
      31, 2011; or
 (c)
              The
      Maker receives net cash proceeds from an equity financing of $5,000,000 or
      more, subsequent to the date of this
Note.




In the
event any judicial proceedings are instituted to enforce or interpret the rights
and obligations of Maker and Lender under this Note, the prevailing party in
such proceedings shall be entitled to reasonable attorney’s fees and
costs.









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





Maker has
caused this Promissory Note to be executed by its duly authorized
officer.





VillageEDOCS,
Inc.  (Maker)





By:
                        /s/ K. Mason Conner
                        .
                        Date:
                        
                        .K.
      Mason ConnerPresident
      and Chief Executive Officer





Agreed:
                  /s/ C. Alan Williams
                  
                  Date:





Printed
      name of Lender:
                  C. Alan Williams