**Exhibit 10.1 **

** **

**VillageEDOCS,Inc.**

 

**Financial Communications**

**Program Recommendations andEngagement Agreement**

Submitted:October 2002

----

 

#### FINANCIAL COMMUNICATIONS PROGRAMPROPOSAL AND ENGAGEMENT AGREEMENT

 

Thank you for allowingus the opportunity to review ways in which Magnum Financial Group, LLC canassist VillageEDOCS, Inc. in gaining greater visibility within the investmentcommunity, and in securing a fair market value for the Company's common stockon a consistent basis.

Each year, theuniverse of publicly traded companies grows, as does the number ofstockbrokers, investment analysts, money managers and institutional portfoliomanagers. As a result, small and/or recently listed companies experience anincreased difficulty in being recognized in the overall market clamor. Today,most publicly traded companies acknowledge the importance of a well-craftedfinancial communications strategy in communicating their message to theinvestment community. Large companies generally manage this function in-houseby hiring dedicated investor relations specialists. Small firms and newcompanies, however, are increasingly utilizing the services of financialcommunications consultants, such as Magnum Financial Group, to save them bothtime and money in getting their story out to the investing public.

We at Magnum Financial Group can provide both the *proactive* campaigning to bring yourstock to the attention of those members of the investment community for whichit is most suited, and the *reactive*contact necessary to satisfy the questions and need for information originatingfrom existing stockholders and other interested parties. 

While any plan upon which we embark will be crafted inconsultation with you, we have herein developed a set of proposed FinancialCommunications Program Recommendations that will provide you with aprofessional and consistent communications program designed to gain additionalexposure within the investment community. 

##### TWO KEY FACTORS THAT PUT MAGNUM AHEADOF THE REST

**Customized Program*s***      -    Unlike the competition, Magnum does not usea "cookie cutter" approach to investor relations. Instead, in recognizing thateach client and management team is unique, we develop, in conjunction withsignificant input from the client, a plan that is within the client's budget,with reference to the client's short- and long-term objectives, and in keepingwith management's available time and marketing philosophy.

**Evolutionary**                     -    Today,the investment world is changing at a dramatic pace and many Investor Relationsfirms are stuck in the past -- doing the same thing the same old way. Magnumprides itself on its ability to change and adapt to new market realities, toidentify and evaluate new ideas and methods of communicating one's investmentstory, and to assist its clients in maximizing the opportunities inherent inbeing a publicly-traded company.

** **

----

This Financial CommunicationsProgram Recommendations and Engagement Agreement shall serve as the completeand final understanding by and between VillageEDOCS, Inc. 2121 Palomar 14471 Chambers Road #105, Tustin, CA  92780 ("Village", "Client" or the"Company"), and Magnum Financial Group, LLC ("Magnum"), 2523 West 7thStreet, Suite B, Los Angeles, CA  90057,both of which are also referred to collectively herein as "the Parties."

** **

# I.                 PRIMARY GOAL 

** **

Our goal at MagnumFinancial is to implement the necessary tools and communications strategy thatwill enable a client to broaden its reach of intended audiences in thefinancial communities, so as to stimulate interest in the Company and to attaina fair market value for its stock.

Toreiterate statements previously made to the Company, the objective of ourfinancial communications program is to broaden the awareness of the Company inthe capital markets through a methodical, disciplined and proven communicationsprocess. The program will be structured to generate interest in the Company'ssecurities, with a goal of achieving the highest sustainable market value forthose securities, and executed based upon the budget available. We herein makeno representations as to the effect of our programs on either the price and/orvolume of the Company's securities. From our experience, a public company thatexpends time and effort in making the investment community aware of its storywill trade at a higher price level and higher volume than otherwise might bethe case.  However, the markets forpublicly traded stocks are complex, and are influenced by numerous factorsbeyond the control of Magnum and the Company.

# II.              MARKET CIRCUMSTANCES

** **

VillageEDOCS, Inc. is a company that provides worldwide,Internet based, business-to-business fax services.   The Company's Internet based Fax service allows its customers tosend individual faxes as well as 'blast' faxes to thousands of recipients throughtheir web browser, email package, or directly from their Microsoft Windowsbased application, Enterprise Resource Planning, Customer RelationshipManagement System or Corporate Information System.  The Company charges its clients a monthly fee for the aforementionedservices, based on a per page (sent or received) basis or a per minutes usagebasis.

For a company like Village that lacks the support and following of a majorinvestment banking firm and other professional investors (i.e. securitiesanalysts, portfolio managers and retail brokers), a communications plan thattargets individual investors as well as investment community professionals, isparamount. Regardless of the 

----

investment audience, the basics of solid financial communications should beemployed. Such basics include investor kits, corporate profiles, press releases,and fax/mailing/e-mail lists.

Includedin Magnum's recommendations is a paid media program.  Due to the shifting dynamics of the investment community,statistics show that more than half of all trades in small cap stocks are beinggenerated by individual investors. Through extensive research Magnum hasidentified that the primary methods of information on new investments forindividual investors are coming from varying forms of paid media, includingmagazines, Internet sites, television, radio and financial conferences. Magnumemploys an ongoing research program to identify and catalog paid mediaopportunities, including Internet sites. Through our extensive monitoring of these marketing tools, Magnum hasidentified, and continues to identify, those opportunities that provide themost cost-effective methods for reaching the individual investor audience.  Further, as Magnum is continually directingbusiness towards those paid media vendors that provide, in Magnum's opinion,superior results, Magnum is often able to obtain preferential pricing and otherbenefits for our clients, that are not available to other companies.   Of course, the degree to which the Companywill be able to avail itself of paid media opportunities specifically hingesupon the budget available for such activities.

Basedon the Company's circumstances, Magnum Financial is recommending a program thatcovers the basics of solid financial communications, while targeting individualinvestors (through Internet exposure and paid media), and other members of theinvestment community (brokers, fund managers) that are known by Magnum toinvest small cap stocks.

Specificprogram objectives and recommendations are outlined and discussed on the pagesthat follow.

# III.          PROGRAM OBJECTIVES

 ̄      To develop and deliver aclear, concise, and compelling investment story to the investment community.

 ̄      To foster consistent andefficient communications between the Company and the investment community.

 ̄      To identify and engage inactivities specifically designed to stop existing stockholders from sellingtheir stock, if needed.

 ̄      To identify key supportersof the Company in the investment community, if any, and to enlist their supportin getting new investors into the stock. 

----

 ̄      To develop, coordinate andexecute, on behalf of the Company, participation in programs, activities andevents designed to attract the interest of individual investors and brokers.

 ̄      To communicate withindividual investors, thereby creating a diverse market demand for theCompany's stock.

 ̄      To identify key retailbrokers and attempt to obtain their support for the stock, if appropriate.

 ̄      To counsel management oneffective strategies for increasing the Company's exposure in the investmentcommunity, to provide management with realistic feedback from the investmentcommunity, and to identify for management weaknesses in their plans which mayaffect interest in the Company's stock.

 ̄      To introduce the Company tobroker-dealers who can facilitate the Company listing on the American StockExchange or Nasdaq, at the appropriate time.

 ̄      To achieve the highestsustainable market value for the Company's securities, contributing toincreased shareholder liquidity and enhanced corporate finance opportunities.

 

 

 

# IV.             SUMMARY OF RECOMMENDED ACTIVITIES

**Magnum Financial Group is recommending a financial communicationsprogram that begins immediately. We have herein outlined a detailed six-monthplan designed to begin the process of informing the appropriate investmentaudiences, on an on-going basis, about the investment opportunity presented bythe Company.  Please note that our planis not segregated by month, because many of the recommended activities are designedfor implementation on a continual basis.**

**Our approach in developing this plan is to cover thebasics of good communications, while instituting a modest program to promotethe Company's stock.**

**Our program does not include "streetwork." A streetworkprogram involves the continual and active phone solicitation of brokers,fund managers and analysts to introduce them to the Company's story.   A streetwork program is most suited to acompany that is listed on a major exchange, and is exempt from the penny stockrules that prohibit most professional investors from buying low priced OTCBulletin Board stocks.   As tradingactivity in the Company's securities increases, and if there is priceappreciation and the Company is successful in furthering its plans, astreetwork program may be of value as time goes by.**

----

**Our programdoes not include "roadshows".  Roadshowsare specific, planned trips to major financial centers for the purpose ofholding a series of meetings, either one-on-one or group meetings, to introducethe client's story to members of the investment community.  For those clients of Magnum for whomroadshows are appropriate, Magnum will separately develop and implementroadshow programs, and will charge the client an additional fee for such roadshows.  The price of roadshows is not included inthis proposal because 1) roadshows are not appropriate for all clients, 2)roadshows costs vary depending upon the location, duration and other factors,and 3) the frequency of roadshows will vary depending upon client'savailability, client's results and market conditions.  **

** **

**Although wehave outlined herein our intended activities, the scope and nature of our engagement, subject to the terms of thisAgreement, may be changed and/or modified at any time by mutual agreementbetween the Parties.**

** **

Specific activities recommended by Magnum Financial Groupare outlined below:

** **

1.      Conferwith management to obtain specifics about their activities and progress overthe past year, so as to develop a positioning strategy and investment story toconvey to investors. Due to the unique nature of the Company's business, thisstep is a key element in the Company's communications program, and an activitythat needs to be allocated an appropriate amount of time and effort.

2.      Identifykey target dates and tasks to be accomplished over the coming months, inconcert with any significant events or activities planned by the Company.  Review with management the InvestorRelations Activity Checklist and the division of responsibilities betweenclient and Magnum. Adjust proposed program as necessary. 

3.      Developa one-page to two-page fact sheet, to be used both in investor kits as well asa fax tool for giving interested parties a quick, summarized overview of theCompany's activities.

4.      Counselmanagement on public markets and the financial communications process.

5.      Reviewthe Company's investor kits, and make changes as needed. (Investor kits shouldbe available on-line through the Company's website)

6.      ReviewCompany's press releases on significant events in the Company's business.  Edit as necessary.

7.      Compilenames to be included on the Company's e-mail and mailing lists -- key brokers,stockholders, directors, individual investors, interested parties, investmentbankers, etc. and others known to the Company and/or readily known to Magnumwho would have an interest in the story.

----

8.      Identifykey investors and introduce Magnum as the main contact point.

9.      Putthe Company on Magnum's website. Magnum's website would include the one-pager, regulatory filings, pressreleases, stock quotes, and a link to the Company's website.  

10.  Research andprepare a list of financial publications and investment newsletters that mayhave an interest in the Company's story; add to fax/e-mail list, and plantiming of mailings.

11.  Take incomingphone calls from members of the investment community, as needed.

12.  List the Company'sstory on an investment securities-related Internet web site.  (Dependent upon Client's budget for suchactivities). 

13.  Develop andimplement a paid media program, that will most likely include direct mail,Internet marketing, television, radio, conferences, print ads, and othermethods of reaching the investment community. Follow up on all leads generated by using a combination of fax, e-mail,regular mail and personal phone contact. Paid media programs also generate leads that Magnum employees can followup on. (Implementation of this type of program is dependent upon Client'sbudget for such activities.) 

14.  Identify allmarket makers, update/apprise them of the Company's story, and add them to thee-mail and mailing list.

15.  Coordinatequarterly and/or special event conference calls with management and theinvestment community, including invitations, scripting, and practice sessions,as needed.

16.  Identify andintroduce the Company to investment bankers that can facilitate a transition ofthe Company from the Bulletin Board to a senior exchange, as appropriate. 

17.  If needed, engageand manage the efforts of a promoter, or promoters, on behalf of theCompany.  Stock promoters are typicallyindividuals who have a close network of investors with whom they work.  These promoters will introduce the Companyto their network, and encourage their network associates to purchase stock inthe Company, which can often result in substantial buying activity.  Promoters are best used when their effortsare supplemented by both paid media activities, and traditional investorrelations activities, such as press releases and streetwork.  Due to the manner in which promoters work,their programs tend to be short lived, and most promoters work with a clientcompany for no more than three months. (Use of a promoter is depended upon the Client's budget for suchactivities.) 

----

# V.              COMPENSATION AND EXPENSES

#  

**This proposal and engagement agreement hasbeen prepared based upon what we believe, from our extensive experience in thebusiness of financial communications and investor relations, to be the type ofprogram necessary to bring the Company's story to the attention of itsappropriate investment audiences. In accordance therewith, the proposal hasbeen priced upon our estimate of the time and effort required to effectivelyexecute the program, and the pricing is in line with the fees that we chargeother companies with similar dynamics.**

** **

**Fees areclearly a function of the staff time required to execute the plan. For somecompanies, it makes sense to keep cash outflow to a minimum and to provide fora financial communications plan over a longer period of time. Remember, infinancial communications and investor relations, a consistent and steadyprogram, even a low-budget program, executed over time, is always moreeffective that an expensive one-time effort.**

** **

**Magnum is always prepared to discuss a compensation planthat provides more equity participation (stock and warrants) and less cashfees. We typically take some form of equity in payment because the monthly feewe charge often does not cover the cost of servicing an account, and wetypically make our profits solely from the equity portion of our fees. Incertain instances, we are prepared to "fund" part of the monthly cash fees onbehalf of a client for a greater share in their equity.**

# *Consulting Fees*

***Cash***

As consideration for the services Magnum hasagreed to provide, the Company shall pay Magnum a consulting fee of $500per month while this Engagement is in effect. The monthly fee may be increased or decreased at any time by mutualagreement of the Parties and depending upon the scope of activities.

Monthly fees areinvoiced prior to the beginning of each month and due on the first day of themonth.  If payment of the monthly fee isnot received by the 15th of the month for which that monthly fee isdue, work on the account may be put on a temporary hiatus, until such time asthe monthly fee is paid. However, the obligation of the Company to fulfill itsfinancial obligations with respect to this engagement remains as stated.

At the end of each month, Magnum will assess a financecharge against all unpaid the Company invoices that are at least 30 days old,at the rate of 1.5% of the face amount of the unpaid invoices.

----

***Non-cash Compensation***

In addition to themonthly consulting fee, and in consideration of Magnum's services, the Companywill pay to Magnum each month an amount of restricted stock equal to $5,000divided by the average closing bid price of the stock for the trading days inthat month. Such share will carry full piggyback registration rights.  Such stock will be issued within 30 days ofthe end of the month in which the stock was earned.

***Outside Services***

Based upon our vastexperience, we have found specific paid financial media programs to be anintegral part of our clients' *proactive*financial communications program. We have identified and successfully utilizedvarious financial media programs including, but not limited to, paidindependent research, internet stock sites, television and radio programs,investor conferences, and the like. Based upon our belief in the beneficialefficacy of such programs, we recommend that, in addition to the services providedby Magnum Financial, our clients consider utilizing certain paid financialmedia, that could include the following:

·       Independent Research - We recommend that the Companycommit to contract with an independent research firm for paid research coverage.The fees for this coverage typically range from $8,000 to $20,000.  Paid research is most appropriate when theCompany is in a position to confidently forecast its future results, and isable to provide the analyst with an appropriate business model.

·       Internet Stock Site - We also recommend that theCompany commit to contract with an Internet stock site (ISS) for Internetexposure and marketing. There are a number of Internet Web sites that promotegrowth and/or value stock opportunities. We have existing relationships withsome, and there are others as well. We recommend exposure on at least one suchWeb site, and if the budget allows, maybe on two such sites. These Web siteswill advise all Web site subscribers about the Company, and will generally issuea press release announcing that the Company is featured on the Web site. Then,on an ongoing basis, every time the Company issues a press release, allsubscribers are advised of the press release by e-mail, and provided with adirect link to the release. The Web sites feature information on the Company,and may include additional investor services such as chat rooms, stock quotesand news links. Promotion of these Web sites is typically accomplished viabanner ads, print advertising and hyperlinks on the Internet. Costs vary, andwe will present a variety of Web sites to you and recommend one that isappropriate for the Company's budget.

·        Other Activities - We alsorecommend that the Company commit to participate in other ancillary marketingactivities, which could include financial shows, mailings, television, radio,investor publications, conferences, and other activities. While there is anadded cost to such activities, if executed properly, these activities can bevery instrumental in building an audience for a company's stock.  Weunderstand that the 

----

Company's budget may not provide for these additional activities.  Insome instances, via Magnum's influence, we may be able to provide some of theseservices for payment of stock.  Regardless, we recommend that the Companyfund such programs as soon as is practicable.

·       **Promoters - Werecommend the use of promoters only in special circumstances.  If a promoter is used, it is important thattheir efforts be coordinated through Magnum, so as to obtain the maximum effectfrom their programs.  Further, manypromoters tend to over promise and under deliver, and therefore it is best touse a promoter that Magnum has experience with, and whom Magnum knows willperform the services agreed upon.**

Aspart of our services, we would coordinate all of these activities on theCompany's behalf. One of the best audiences for small cap companies isindividual investors, and the methods outlined herein constitute some of themore effective means of reaching those investors.  **Further, theseactivities generate leads from interested and potential investors, which can befollowed up on as part of our program.**

***Expenses***

TheCompany will normally incur certain direct costs from time to time for newswire distribution services, broadcast media, website placement, printadvertising, printing, 35mm color slides, color and black & whitereproductions, meeting rooms and catering, bulk-mail postage, and bulk dataentry of the contact database.   It isthe policy of Magnum to pass through these additional direct withoutmarkup.  The direct costs that may beincurred from time to time will be billed to you directly from the vendor whenpracticable.  It is Magnum's policy toobtain prior approval from the Company on all services and/or expenditures madeon the Company'sbehalf, by Magnum. 

Any costs associated with traveling to the client'sfacilities to meet with management for an orientation and initial planningmeeting is also billable to the client. 

# Anydirect expenses paid by Magnum shall be itemized and invoiced at the end ofeach month of the engagement and due upon receipt. 

# VI.           EXCESS EVENTS, PREMIUM FEES

Our monthly fees are designed to provide a planned financial communicationsprogram that is implemented consistently over a period of time based on areasonable estimate of the hours of work required to effect that plan.  Forreasons beyond our control, particularly in times of crisis (proxy fights,auditor resignations, class-action litigation, suspension of trading, de-listingof securities, frenzied trading activity, etc) or rush situations (such as lateSEC filings, last minute news releases, other critical news releases, after-hourmeetings, etc.) the Company may require our involvement and time beyond thescope of this Agreement. In such situations, with client approval, we will 

----

provide additional services for additional fees.

 The fees provide for service to the client during normalbusiness hours, from 6:30 AM  (marketopen) to 5:00PM, Monday through Friday. While Magnum makes every endeavor to meet the needs of its clientsduring these hours, there may be situations in which the client requires theservices of Magnum employees outside of the normal business hours.  Magnum will advise the Company of anyinstance when work requested cannot be accomplished during normal businesshours, and if the Companyrequires that Magnum employees workbeyond normal business hours to complete the work, Magnum will invoice theCompany for those hours worked at the rate of $150 per hour. 

# VII.       EQUITY AND DEBT FINANCING EXPRESSLY EXCLUDED

Further,while our scope of work traditionally interfaces with investment bankers andinvestment funds in the financial community, this engagement does not covercorporate finance. Our services are defined as financial communications andinvestor relations, and our fees are structured to cover only theseservices.  Should the Company requireany form of financing, we would be more than pleased to facilitate a separatecorporate finance engagement.  However,it is Magnum's policy to obtain from each Client a success fee agreement relating to financings,acquisitions, and/or other business combinations that result from Magnum'sactivities.

# VIII.    COMMENCEMENT DATE

Thedate our activities will actually commence will be the date on which Magnumreceives a signed Agreement with a check for $500. However, our engagements areon a calendar month basis, and therefore, if this engagement is entered intofrom the first to the fifteenth of the month, it will be deemed to be effectivewith the first of that month, if entered into from the sixteen to thethirtyfirst of that month, it will be deemed to be effective from the first ofthe month following ("Effective Date").

# IX.           TERM OF AGREEMENT

Uponthe Company's execution hereof and its timely delivery of compensationinstruments as stipulated herein (see "Acceptance, Execution, &Completion"), this Agreement shall continue until cancelled.  

# X.              TERMINATION

EitherParty may cancel this Agreement at then end of any month. 

TheCompany may terminate this Agreement immediately without notice or demand ifany of the following should occur:

 (i. Magnum's material breach of this Agreement.

----

(ii.  Any willful breach of duty or habitualneglect of duty by Magnum as related to the performance of this Agreement.

(iii.  The dissolution, insolvency, or bankruptcyof Magnum.

Magnummay terminate this Agreement immediately without notice or demand if any of thefollowing should occur:

(i.  Within thirty days of the Execution Datehereof, the Company fails to remit the compensation instruments and an originalof this signed Agreement to Magnum as stipulated further in this Agreement (see"Acceptance, Execution, & Completion"). 

(ii.  Within thirty (30) days of its due date,Magnum is not in receipt of its monthly fee or reimbursed for expenses billed.

(iii.  The Company'smaterial breach of this Agreement.

(iv.  The dissolution, insolvency, or bankruptcyof the Company.

# XI.           LAWS, REGULATIONS, & CONFIDENTIALITY

Inthis relationship, Magnum agrees to comply fully with all federal and statesecurities laws and regulations, industry guidelines and applicable corporatelaw. Additionally, our firm shall maintain the confidentiality of allinformation of the Company not cleared by the Company for public release.

# XII.       INDEMNIFICATION 

TheCompany agrees to indemnify and hold harmless Magnum, including its principals,members, and employees from and against any and all losses, claims, damages,expenses and/or liabilities which Magnum may incur arising out of Magnum'sreliance upon and approved use of information, reports, and data furnished byand representations made by the Company with respect to itself, whereby Magnumin turn distributes and conveys such information, reports, and data to thepublic in the normal course of representing the Company in financialcommunications activities.  Suchindemnification shall include, but not be limited to, expenses (including allattorney's fees), judgments, and amounts paid in settlement actually andreasonably incurred by Magnum in connection with an action, suit or proceedingbrought against Magnum and/or its principals, members, or employees.

Similarly, Magnum agrees to indemnify and hold harmless the Company,including its principals, directors, officers, and employees from and againstany and all losses, claims, damages, expenses and/or liabilities which theCompany may incur arising out of Magnum's representation of the Company to theinvestment community, media, or its shareholders.  Such indemnificationshall include, but not be limited to, expenses 

----

(including all attorney's fees), judgments, and amounts paid in settlementactually and reasonably incurred by the Company in connection with an action,suit or proceeding brought against the Company and/or its principals, members,or employees.

# XIII.    ACCEPTANCE, EXECUTION, & COMPLETION

Shouldyou accept the terms, conditions, and provisions outlined herein pleaseindicate such by signing and dating as provided for below.

Inorder that Magnum Financial have documented authority to represent the Company,please forward a facsimile of the signed and dated document to us at (Fax:213-351-3512) immediately upon execution.

To complete thetransaction between us, the Company shall, within two (2) days of the executiondate hereof, remit the following:  i. anoriginal of the signed and dated engagement agreement;  ii. a check in the amount of $500.  We recommend that you express mail allaforementioned items for timely delivery. 

# XIV.    ARBITRATION

** **

Theparties shall submit any dispute arising out of this Agreement, including theinterpretation of or the enforcement of rights and duties under this Agreement,to final and binding arbitration pursuant to the Commercial Arbitration Rulesof the American Arbitration Association, in Los Angeles, California.  At the request of any party, thearbitrators, attorneys, parties to the arbitration, witnesses, experts, courtreporters, or other persons present at the arbitration shall agree in writingto maintain the strict confidentiality of the arbitration proceedings.Arbitration shall be conducted by a single, neutral arbitrator, or, at theelection of any party, three neutral arbitrators, appointed in accordance withthe Commercial Arbitration Rules of the American Arbitration Association. Thearbitrator(s) shall be attorneys in practice for at least ten years, andexperienced in the matter(s) being arbitrated. In any such arbitration,California Code of Civil Procedure Section 1283.05 (Right to Discovery;Procedure and Enforcement) shall be applicable.  The award of the arbitrator(s) shall be enforceable according tothe applicable provisions of the California Code of Civil Procedure.  The arbitrator(s) shall have the same powersas those of a judge of the Superior Court of the State of California, shall bebound by the statutes and case law of the State of California, and shall rendera decision as would a judge of a Superior Court of the State ofCalifornia.  Notwithstanding theforegoing, either party shall have the right to petition a court of competentjurisdiction, for (i) injunctive relief or other equitable remedies against theother for any violation or breach by such party of its obligations hereunderpending a decision by the arbitrator(s), and (ii) for a permanent injunction.  If proper notice of any hearing has beengiven, the arbitrator(s) will have full power to proceed to take evidence or toperform any other acts necessary to arbitrate the matter in the absence of anyparty who fails to appear. EACH PARTY HERETO WAIVES THE RIGHT TO A JURY TRIAL.

----

# XV.        MAGNUM STAFF

Ifduring the term of this Agreement, and for one year following the terminationof this Agreement, should Client hire on a permanent and/or full-time basis,any Magnum employee, contract worker, former employee or former contract worker("Worker"), whether as an employee, contract worker or otherwise, who was atMagnum, or provided services to Magnum, at any time during the term of thisengagement, then Client shall pay to Magnum a fee of $10,000, plus twenty fivepercent (25%) of the estimated annual compensation that the Worker is expectedto earn from Client, such payment to be made within fifteen days of hire.  Should Client engage Worker on a part-timeor project basis, then Client shall pay to Magnum a fee of $5,000, such paymentto be made within fifteen days of engagement, plus twenty five percent (25%) ofall amounts paid to Worker, for a period of one year from the time Client firstengages Worker's services, such payments to be made when payment is made toWorker. 

# XVI.    MISCELLANEOUS

ThisAgreement shall be deemed to be executed and delivered within the State ofCalifornia and is to be construed, interpreted and applied in accordance withthe laws of the State of California, excluding that body of law relating to theConflicts of Law.  This Agreement shallhave venue in the courts of Los Angeles County. If any provision, term, or condition of thisAgreement, or any application thereof, shall be declared invalid orunenforceable by any court of competent jurisdiction, such invalid orunenforceable language shall not affect the enforceability or effectiveness ofthe remainder of the Agreement.  Assuch, the remainder of this Agreement, and any other application of suchprovision, term, or condition, shall survive and continue in full force andeffect. 

Thefailure of either party to exercise any right, power, options or remediesprovided hereunder, or to insist upon strict compliance with the terms hereofby the other, shall not constitute a waiver of the terms and conditions of thisAgreement with respect to any other or subsequent breach thereof, nor a waiverby either party of its rights at any time thereafter to require exact andstrict compliance with all terms hereof. The rights and remedies hereunder are cumulative to any other rights orremedies that may be granted by law. 

Theundersigned hereby represent, warrant and certify that they in fact have fullauthority to enter into this specific Agreement; and furthermore agree toprovide each other proof of such authority should such proof be requested. 

Thisis the complete and final Agreement between the Parties relative to the subjectmatter hereof and all prior and contemporaneous statements, both oral andwritten are hereby superceded.

On behalf of the entire staff at Magnum Financial Group, we wish to thank youfor your confidence in retaining our firm. Your account team looks forward toworking with you 

----

now and in the future toward our mutually beneficial goals.

Respectfully,

# MAGNUM FINANCIAL GROUP, LLC

/s/ Rana Thomas (on behalf of Michael S. Manahan)

MichaelS. Manahan

President

Inagreement and acceptance of the terms and conditions herein:

# VillageEDOCS, Inc.

/s/ MasonConner                             November12, 2002

---------------------------               ----------------------

MasonConner, President                               Date