EXHIBIT 99.2

GOSOLUTIONS,
INC.

Dear GoSolutions, Inc. shareholder:

You
are cordially invited to attend a special meeting of the shareholders of GoSolutions,
Inc. (GoSolutions) to be held at 11 a.m. local time, on February 27, 2006, at
1901 Ulmerton Road, Suite 400, Clearwater, Florida 33762. At the meeting, you
will be asked to consider and vote upon the following proposal:

| |    |                                                                                                                                                                                                                                                                    
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | To approve the merger agreement and the Merger
  whereby a wholly-owned subsidiary of VillageEDOCS (VEDO) will merge with
  and into GoSolutions, Inc. (GoSolutions), resulting in the GoSolutions shareholders
  becoming shareholders of VEDO (the Merger).

The
Merger between VEDO and GoSolutions and the related transactions are more fully
described in the proxy statement/prospectus and the annexes thereto, including
the merger agreement (Merger Agreement), accompanying this letter.

After careful consideration, your Board of Directors
has unanimously approved the Merger Agreement and the Merger.  Your Board of Directors recommends that you
vote FOR the approval of the Merger Agreement and the Merger.

Any
action may be taken on the foregoing proposal at the special meeting on the
date specified above or on any date to which the special meeting may properly
be postponed or adjourned. Only shareholders of record at the close of business
on February 24, 2006 are entitled to notice of and to vote at the special
meeting or any postponement or adjournment of the meeting.

Your
vote is very important. Whether or not you expect to attend the meeting, please
complete, date, sign and promptly return the accompanying proxy in the enclosed
postage paid envelope so that your shares may be represented at the meeting.
Returning the proxy does not deprive you of your right to attend the meeting
and vote your shares in person.

| |                                         
| | ----------------------------------------
| | On behalf of the Board of Directors,    
| |                                         
| | /s/ Thor Bendickson                     
| |                                         
| | Thor BendicksonChief
  Executive Officer

Clearwater, FloridaFebruary 17, 2006

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|             |                    
|------------ | -------------------
|PROSPECTUS   | PROXY
  STATEMENT  
|of           | of                 
|VILLAGEEDOCS | GOSOLUTIONS,
  INC.

The
Board of Directors of VillageEDOCS (VEDO) and GoSolutions, Inc. (GoSolutions)
have agreed to merge a wholly-owned subsidiary of VEDO with and into GoSolutions
causing GoSolutions to become a wholly-owned subsidiary of VEDO. The closing of
this Merger is subject to the approval of GoSolutions shareholders and certain
other closing conditions.

Upon
the completion of the Merger, VEDO will acquire each outstanding share of GoSolutions
common stock from GoSolutions shareholders in return for 60,000,000 million
shares of VEDO common stock representing 2.226556 shares of VEDO common stock
for each share of GoSolutions common stock and 4.433223 shares of VEDO common
stock for each share of GoSolutions Series A preferred stock.   VEDOs common stock is traded in the over-the-counter market in
the pink sheets or on the electronic bulletin board of the National
Association of Securities Dealers, Inc.
Additional information regarding VEDO is included in the attached
materials.

Based
on this exchange ratio and the capitalization of VEDO as of February 24, 2006,
the 60,000,000 shares of GoSolutions common stock expected to be issued to
shareholders of GoSolutions in the Merger would represent approximately 37.7%
of all of the shares of VEDO capital stock outstanding immediately following
the Merger and 23.03% of all of the shares if all options and warrants to
purchase shares of the common stock, respectively, of VEDO were exercised as of
the date of the Merger.

We strongly urge you to read and consider carefully
this proxy statement/prospectus in its entirety, including the matters referred
to under Risk Factors beginning on page 10.

Neither the Securities and Exchange Commission nor any
state securities commission has approved or disapproved the VEDO common stock
to be issued in the Merger or determined if this proxy statement/prospectus is
accurate or adequate. Any representation to the contrary is a criminal offense.

The
date of this proxy statement/prospectus is February 17, 2006 and this proxy
statement/prospectus and the accompanying proxies to be voted are first being mailed
to the shareholders of GoSolutions on or about February 17, 2006.

[The remainder
of this page is intentionally left blank.]

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QUESTIONS
AND ANSWERS

ABOUT
THE VEDO/GOSOLUTIONS MERGER

|   |                                                                                                                
|-- | ---------------------------------------------------------------------------------------------------------------
|Q: | Why are the two companies proposing
  to merge?                                                                
|   |                                                                                                                
|A: | VEDO and GoSolutions believe that the acquisition by
  VEDO of GoSolutions will enable the combined company to:

| |   |                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------
| |  | create a more complete business solution;                                                                                
| |   |                                                                                                                          
| |  | respond more quickly and effectively to
  technological change, increased competition and market demands;                
| |   |                                                                                                                          
| |  | more effectively sell and market its business
  solutions;                                                               
| |   |                                                                                                                          
| |  | create a unified applications platform; and                                                                              
| |   |                                                                                                                          
| |  | increase the likelihood of accessing public capital
  markets and obtaining conventional financing from commercial banks.

|   |                                                                                                                                                                                        
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Q: | When is the special shareholders
  meeting relating to the Merger and what specific proposals will I be asked to
  consider?                                                          
|   |                                                                                                                                                                                        
|A: | The GoSolutions special shareholders meeting will
  take place at 11 a.m. on February 27, 2006 at 1901 Ulmerton Road, Suite 400,
  Clearwater, Florida 33762. At the special meeting:

| |                                                                                                 |                                                                                                                                                                                                                                                 
| | ----------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                | GoSolutions shareholders will be asked to approve
  the Merger Agreement and the Merger whereby a wholly-owned subsidiary of VEDO
  will merge with and into GoSolutions, resulting in GoSolutions shareholders
  becoming shareholders of VEDO.
| |                                                                                                 |                                                                                                                                                                                                                                                 
| | The GoSolutions Board of Directors unanimously recommends
  voting in favor of this  proposal.

|   |                                                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Q: | If I am not going to attend the
  shareholders meeting, should I return my proxy instead?                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                         
|A: | Yes. Please fill out and sign your proxy and return
  it in the enclosed envelope as soon as possible. Returning your proxy ensures
  that your shares will be represented at the special meeting.                                                                      
|   |                                                                                                                                                                                                                                                                         
|Q: | What do I do if I want to change my
  vote?                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                         
|A: | Send in a later-dated, signed proxy to GoSolutions
  Secretary before the special meeting or attend the special meeting in person
  and vote.                                                                                                                          
|   |                                                                                                                                                                                                                                                                         
|Q: | Should you send in your stock
  certificates now?                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                         
|A: | No. Do not send in your stock certificates until
  after the Merger has closed. GoSolutions will notify you after the Merger has
  closed and provide you with a letter of transmittal for you to complete in
  connection with the delivery of your stock certificates.

2

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|   |                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Q: | What do I need to do now?                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                      
|A: | Please mail your signed proxy in the enclosed return
  envelope as soon as possible, so that your shares may be represented at the
  special meeting. In addition, you may attend the special meeting in person,
  rather than signing and mailing your proxy.                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                      
|Q: | How do GoSolutions officers and
  directors plan to vote on the Merger?                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                      
|A: | GoSolutions Board of Directors has unanimously
  approved the Merger Agreement and the Merger
  and recommends that GoSolutions shareholders approve the Merger
  Agreement and the Merger. You should also be aware that GoSolutions
  executive officers, directors, and certain other GoSolutions shareholders have
  already agreed to vote in favor of the Merger Agreement and the Merger. 
|   |                                                                                                                                                                                                                                                                                                                                                                                                      
|Q: | How do VEDOs officers and
  directors plan to vote on the issuance of shares of VEDO common stock to
  GoSolutions shareholders?                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                      
|A: | VEDOs Board of Directors has unanimously approved
  the Merger Agreement, the Merger, and the issuance of shares of VEDO common
  stock to GoSolutions shareholders.                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                      
|Q: | What will holders of GoSolutions
  common stock receive as a result of the Merger?                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                      
|A: | Each GoSolutions shareholder will be entitled to
  receive 2.226556 shares of VEDO common stock for each share of GoSolutions
  common stock held by the shareholder at the time of the Merger.                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                      
|Q: | What will holders of GoSolutions Series
  A preferred stock receive as a result of the Merger?                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                      
|A: | Each GoSolutions shareholder will be entitled to
  receive 4.433223 shares of VEDO common stock for each share of GoSolutions
  Series A preferred stock held by the shareholder at the time of the Merger.                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                      
|Q: | What will happen to employee stock
  options held by GoSolutions employees?                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                      
|A: | All outstanding options to purchase shares of GoSolutions
  common stock under GoSolutions 2001 Incentive Stock Option Plan, whether or
  not exercisable, will be canceled prior to the closing.                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                      
|Q: | How many shares of VEDO common
  stock will be issued in the Merger?                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                      
|A: | VEDO will issue 60,000,000 shares of its common
  stock for all of GoSolutions outstanding shares of capital stock. These
  shares would represent approximately 37.7% of the total capital stock of VEDO
  and 23.03% of the total capital stock of VEDO if all options and warrants to
  purchase shares of the common stock, respectively, of VEDO were exercised as
  of the date of the Merger.

3

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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Q: | Are GoSolutions shareholders free
  to immediately resell the VEDO common stock received in the Merger?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|A: | The shares of VEDO common
  stock to be issued to GoSolutions shareholders in the Merger have not been
  registered under any federal or state securities laws.  The shares of VEDO common stock are being
  issued in reliance on exemptions from registration under the Securities Act of 1993 (the Act) and the provisions of applicable state
  securities laws.  Thus, shares of VEDO
  common stock constitute restricted
  securities under the securities laws, and they may be reoffered, sold,
  transferred, pledged, hypothecated or otherwise disposed of only (i) pursuant
  to an effective registration statement filed in compliance with the Act and
  any applicable state securities laws, or (ii) in a transaction which, in
  the opinion of counsel to VEDO, is exempt from registration under the Act and
  any applicable state securities laws.
  Pursuant to the terms of the Merger Agreement, VEDO is obligated to
  file a registration statement covering the resale of the common stock issued
  to GoSolutions shareholders in exchange for their shares of GoSolutions
  common stock. There is a limited
  public market for the shares of VEDO common stock and there can be no
  assurance that a more liquid market will ever develop.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Q: | Will GoSolutions shareholders
  receive fractional shares as a result of the Merger?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|A: | No. All fractional shares of VEDO common stock that
  are less than one-half will be rounded down to the nearest whole share, and
  all fractional shares that are more than one-half will be rounded up to the
  nearest whole share.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Q: | What are the tax consequences to
  GoSolutions shareholders of the Merger?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|A: | The Merger is intended to be treated as a tax-free
  reorganization for federal income tax purposes. If the Merger qualifies as a
  reorganization, GoSolutions shareholders generally will not recognize gain or
  loss on the exchange of their stock in the Merger. Tax matters, however, are
  very complicated and the tax consequences of the Merger to you will depend on
  the facts of your particular situation. We encourage you to contact your tax
  advisors to determine the tax consequences of the Merger to you.  GoSolutions had an income tax net operating
  loss of approximately $4,930,080 as of the fiscal year ending September 30,
  2005. Under applicable Internal Revenue Code provisions and the Treasury
  Regulations thereunder, it appears the Merger may severely limit use of some
  or all of the net operating loss to offset taxable income in the future.  To review the tax consequences to GoSolutions
  shareholders in greater detail, including the potential limitation of use of
  some or all of GoSolutions net operating loss, see the section entitled The
  Merger and Related Agreements  Certain United States Federal Income Tax
  Considerations in this proxy statement/prospectus.                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Q: | Do GoSolutions shareholders have
  dissenters rights in connection with the Merger?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|A: | Yes. GoSolutions shareholders are entitled to
  dissenters rights in connection with the Merger. These rights are described
  in the section entitled Dissenters Rights of GoSolutions Shareholders in
  this proxy statement/prospectus.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|Q: | Will a GoSolutions shareholders
  rights as a VEDO shareholder be different than a GoSolutions shareholders
  rights as a GoSolutions shareholder?                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

4

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|                                                                                                                                                           |                                                                                                                                                                                                                                                                                       
|---------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|A:                                                                                                                                                         | Yes. At the time of the Merger and upon the exchange
  of GoSolutions common stock for VEDO common stock, each GoSolutions
  shareholder will become a VEDO shareholder. There are important differences
  between the rights of shareholders of GoSolutions and shareholders of VEDO.
|                                                                                                                                                           |                                                                                                                                                                                                                                                                                       
|Please
  carefully review the description of these differences in the section entitled
  Comparison of Capital Stock in this proxy statement/prospectus.
|                                                                                                                                                           |                                                                                                                                                                                                                                                                                       
|Q:                                                                                                                                                         | When do you expect the Merger to be
  completed?                                                                                                                                                                                                                                      
|                                                                                                                                                           |                                                                                                                                                                                                                                                                                       
|A:                                                                                                                                                         | VEDO and GoSolutions expect to complete the Merger
  on or about February 28, 2006.                                                                                                                                                                                                   
|                                                                                                                                                           |                                                                                                                                                                                                                                                                                       
|Q:                                                                                                                                                         | Who should I call with questions?                                                                                                                                                                                                                                                     
|                                                                                                                                                           |                                                                                                                                                                                                                                                                                       
|A:                                                                                                                                                         | If you have any questions about the Merger, please
  call Thor Bendickson, the Chief Executive Officer of GoSolutions, at (866)
  525-0707.                                                                                                                                           

5

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SUMMARY
OF THE PROXY STATEMENT/PROSPECTUS

This
proxy statement/prospectus pertains to the merger of a wholly-owned subsidiary
of VEDO with and into GoSolutions, and is being sent to the holders of capital
stock of GoSolutions.  This summary may
not contain all of the information that is important to you. You should read
carefully this entire document and the other documents referenced in it for a
more complete understanding of the Merger. In particular, you should read the
documents attached to this proxy statement/prospectus, including the Merger
Agreement which is attached hereto as Annex I.

The
Companies

GoSolutions, Inc. GoSolutions,
Inc., incorporated in Florida in November 2000,  is a privately held
communications solutions provider (CSP) offering hosted access to
unified messaging and enhanced telephony services. GoSolutions serves its customers
at the enterprise, reseller and retail level. GoSolutions primary line of
business is to develop, customize, market and support the efficient delivery of
the GoSolo unified communications service. As a result,
GoSolutions has proficiencies in telephony and Internet applications
development, network operations, customer care, billing, sales and
marketing, and systems integration.

VillageEDOCS.VillageEDOCS was incorporated in 1995 in Delaware
and reincorporated in California in 1997.
VillageEDOCS has historically operated an electronic document delivery
service marketed to organizations throughout the United States and
internationally. On February 17, 2004,
VillageEDOCS acquired Tailored Business Systems, Inc. (TBS). TBS provides various programming, processing
and printing services to governmental entities, including installing software,
hardware, printing and mailing of property tax forms. On June 16, 2004, the holders of a majority of the voting capital
stock of VillageEDOCS approved a Plan of Restructuring that included the
reorganization of VillageEDOCS electronic document delivery business into a
wholly owned subsidiary. In connection
with the reorganization, VillageEDOCS formed MessageVision, Inc. (MVI) on
October 25, 2004. Effective April 1,
2005, VillageEDOCS acquired Phoenix Forms, Inc. dba Resolutions (PFI or Resolutions). 
Resolutions provides products for document management, document archiving,
document imaging, imaging software, document scanning, e-mail archiving, document imaging software, and electronic forms,
document archiving, and e-mail archiving.

VEDO Merger Sub, Inc.VEDO
Merger Sub, Inc. (VEDO Merger Sub) is a wholly-owned subsidiary of VEDO and
is a Florida corporation recently organized by VEDO for the purpose of
effecting the Merger. VEDO Merger Sub has no assets and has not engaged in any
activities except in connection with the Merger.

[Remainder of page intentionally
left blank]

6

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Special
Meeting of Shareholders of GoSolutions

Date,
Time, Place and Purpose. The date, time and place of the
GoSolutions special shareholders meeting are as follows:

February 27, 2006
11:00 a.m.
1901 Ulmerton Road, Suite 400
Clearwater, Florida 33762

At
the special meeting:

| |   |                                                                                                                                                                                                                                                                                             
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | GoSolutions shareholders will be asked to approve and
  adopt the Merger Agreement, dated February 16 2006, pursuant to which a
  wholly-owned subsidiary of VEDO will merge into GoSolutions causing GoSolutions
  to become a wholly-owned subsidiary of VEDO, and to approve such Merger.

Record
Date. Only GoSolutions shareholders of record at the close of
business on the GoSolutions record date, February 24, 2006, are entitled to
notice of and to vote at the GoSolutions special shareholders meeting.

GoSolutions
Required Vote. Under applicable Florida law, the charter
documents of GoSolutions, and the Merger Agreement, approval of the Merger
requires:  (i) the affirmative vote of
holders of a majority of the outstanding shares GoSolutions common stock and
the GoSolutions Series A preferred stock voting together as a single class and
(ii) the affirmative vote of holders of a majority of the outstanding shares of
GoSolutions Series A preferred stock voting as a separate class.

All
GoSolutions executive officers, directors, and other affiliates have agreed to
vote all shares over which they exercise voting control for the approval of the
Merger Agreement and the Merger.

As
of February 16, 2006, there were:

| |   |                                                                                                                                  
| | - | ---------------------------------------------------------------------------------------------------------------------------------
| |  | 35 shareholders of record of GoSolutions common
  stock and 5,165,872 shares of GoSolutions common stock outstanding.            
| |   |                                                                                                                                  
| |  | 6 shareholders of record of GoSolutions Series A preferred
  stock and 10,000,000 shares of Series A preferred stock outstanding.

Recommendation
of the GoSolutions Board of Directors. The GoSolutions Board
of Directors has unanimously approved the Merger Agreement and the Merger and
believes that the Merger Agreement and the Merger is fair to, and in the best
interests of, GoSolutions and its shareholders. The GoSolutions Board of
Directors, therefore, unanimously recommends that holders of GoSolutions capital
stock vote FOR approval of the Merger Agreement and the Merger.

The
Merger and Merger Agreement

Effective
Time of the Merger. The Merger will become effective upon the
effectiveness of the filing of articles of merger with the Secretary of
Florida.  Assuming all conditions to the
Merger are met or waived prior thereto, it is anticipated that the closing of
the Merger will be on or about February 28, 2006.

Effect
of the Merger. At the closing of the Merger, VEDO Merger Sub,
a wholly-owned subsidiary of VEDO, will be merged with and into GoSolutions,
the corporate existence of VEDO Merger

7

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Sub will cease and GoSolutions will continue as the
surviving corporation and as a wholly-owned subsidiary of VEDO.

As
of the closing of the Merger, by virtue of the Merger and without any action on
the part of VEDO Merger Sub, GoSolutions or the holder of any shares of GoSolutions
capital stock, the following will occur in accordance with the terms and
conditions of the Merger Agreement:

|                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                          |  | All outstanding shares of GoSolutions common stock
  will be converted into the right to receive 2.226556 shares of VEDO common
  stock for each such share of GoSolutions common stock;                                                                                              
|                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                          |  | All outstanding shares of GoSolutions Series A preferred
  stock will be converted into the right to receive 4.433223 shares of VEDO
  common stock for each such share of GoSolutions Series A preferred stock; and                                                                  
|                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                          |  | All outstanding options, warrants and other right to
  purchase GoSolutions capital stock will be canceled.                                                                                                                                                                           
|                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                       
|Conduct
  Prior to the Merger. GoSolutions has generally agreed to
  operate its business in the ordinary course and consistent with past practice
  prior to the Merger.
|                                                                                                                                                                         
|Conditions
  of the Merger. Consummation of the Merger is subject to the
  satisfaction of various conditions, including:                                                
|                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                          |  | approval of the Merger by the requisite vote of the
  GoSolutions shareholders;                                                                                                                                                                                                       
|                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                          |  | the representations and warranties of each of the
  parties to the Merger Agreement being materially true and correct immediately
  prior to the closing of the Merger;                                                                                                               
|                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                          |  | there being no restraining orders, injunctions or
  other orders preventing the consummation of the Merger; and                                                                                                                                                                       
|                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                          |  | performance in all material respects of all
  obligations required to be performed under the Merger Agreement by the
  parties.                                                                                                                                                       
|                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                       
|Termination.
  The Merger Agreement may be terminated under certain circumstances,
  including:                                                                          
|                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                          |  | by mutual written consent of VEDO and GoSolutions;                                                                                                                                                                                                                                    
|                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                          |  | by either VEDO or GoSolutions if the other party
  commits certain breaches of representations, warranties or covenants
  contained in the Merger Agreement;                                                                                                                          
|                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                          |  | by either VEDO or GoSolutions if any legal restraint
  prevents the consummation of the Merger;                                                                                                                                                                                       
|                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                          |  | by VEDO if GoSolutions Stockholders holding more
  than the number of issued and outstanding GoSolutions voting securities
  that are convertible into 1,525,000 or more shares of VEDO Common Stock shall
  have voted against the Merger and exercised their dissenters rights.; or
|                                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                          |  | by either VEDO or GoSolutions if the Merger is not
  consummated on or before March 31, 2006.                                                                                                                                                                                         

8

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Conduct
of the Combined Companies Following the Merger. VEDO currently
plans to maintain the operations of GoSolutions as an independent, operating
subsidiary of VEDO following the Merger.

Related
Agreements

Employment
Agreements

Thor
Bendickson, Fred Burris, and Shaun Pope have been offered employment agreements
by VEDO to ensure an orderly transition and to provide for continuity of
business.  The following table
summarizes these agreements:

|                 |                 |         |          |           |          
|---------------- | --------------- | ------- | -------- | --------- | ---------
|Employee         | Title           | Term    | Salary   | Options   | Severance
|                
|Bendickson, Thor | CEO             | 3 years | $190,000 | 3,000,000 | 12 months
|                 |                 |         |          |           |          
|Burris, Fred     | CFO             | 2 years | $150,000 | 2,000,000 | 6 months 
|                 |                 |         |          |           |          
|Pope, Shaun      | VP Sales & Mktg | 1 year  | $150,000 | 750,000   | 4 months 

All
options vest, according to the VEDO Option Plan, ratably over a 5 year period
or until employment is terminated (except 500,000 of Bendicksons options which
will vest after six months).  Severance
is contingent on being terminated without cause and is the greater of the
remaining term of the agreement or the severance period defined above.

Related Party Transactions

The
Company uses legal services from an entity in which a member of GoSolutions
Equity LLC is a partner.  The
aforementioned member also holds Series B preferred stock.

The
sole beneficiary of The Zant Trust provides customer referral services to
GoSolutions.

In
December 2005, GoSolutions entered into a lease for its new corporate office
with an entity in which a member of GoSolutions Equity LLC owns an
interest.  The aforementioned member
also holds  Series B preferred stock.  The term of the lease is for five (5) years,
which term is due to commence on or about March 15, 2006.  Management believes the consideration due
under the lease approximates market value.

Other
Considerations

Certain
Federal Income Tax Considerations. The Merger is intended to
qualify as a reorganization under Section 368(a) of the Internal Revenue Code.  If the Merger so qualifies, no gain or loss
will generally be recognized by the holders of shares of GoSolutions capital
stock on the exchange of their shares of GoSolutions capital stock for shares
of VEDO common stock.  GoSolutions had an
income tax net operating loss of approximately $4,930,080 as of the fiscal year
ending September 30, 2005. Under applicable Internal Revenue Code provisions
and the Treasury Regulations thereunder, it appears the Merger may severely
limit use of some or all of the net operating loss to offset taxable income in
the future. All GoSolutions shareholders should read carefully the discussion
in the The Merger and Related Transactions -- Certain United States Federal
Income Tax Considerations section of this proxy

9

---



statement/prospectus.  Further, all GoSolutions shareholders are urged to consult their
own tax advisors as to the tax consequences of the Merger to them.

Dissenters
Rights. Holders of GoSolutions capital stock who do not vote
in favor of the Merger may, under certain circumstances and by following
procedures prescribed by Florida law, exercise dissenters rights and receive
cash for their shares of GoSolutions capital stock.  A dissenting shareholder of GoSolutions must follow the appropriate
procedures under Florida law or he or she will lose such rights. See the
section entitled Dissenters Rights of GoSolutions Shareholders in this proxy
statement/prospectus.

10

---



RISK
FACTORS

You
should carefully consider the risks described below before making your decision
to consent to the Merger Agreement and the Merger. The risks and uncertainties
described below are not the only ones facing VEDO and GoSolutions. Additional
risks and uncertainties not presently known to us or that we do not currently
believe are important to an investor may also harm our business operations.

If
any of the events, contingencies, circumstances or conditions described in the
following risks actually occur, our business, financial condition or our
results of operations could be seriously harmed.

GoSolutions and VillageEDOCS may not realize any benefits
from the Merger.

Although
we believe there will not be any significant changes to the operations of
GoSolutions as a result of the Merger, achieving the full benefit of the Merger
will depend in part on the integration of technology, operations and personnel.
We do not expect the integration of GoSolutions and VillageEDOCS to be a
complex, time consuming or expensive process, as GoSolutions will continue to
operate as an autonomous subsidiary; however, some business disruption could be
expected if we are unable to complete the integration in a timely and efficient
manner. Among the challenges involved in this integration are demonstrating to
customers that the Merger will not result in adverse changes in client service
standards or business focus.

If the conditions to the Merger are not met, the Merger will
not occur.

Several
conditions must be satisfied or waived to complete the Merger. These conditions
are described under Terms of the Merger -- Conditions to the Merger and in
detail in the Merger Agreement. GoSolutions and VillageEDOCS cannot assure you
that each of the conditions will be satisfied. If the conditions are not
satisfied or waived, the Merger will not occur or will be delayed, and
GoSolutions and VillageEDOCS each may lose some or all of the intended benefits
of the Merger. For example, if either partys representations and warranties
are not materially true and correct at the closing or either party suffers a
material adverse change in its condition prior to closing, the other party may
not be required to close.

GoSolutions and VillageEDOCS each have limited operating
histories which makes financial forecasting and evaluation of the combined
companys business difficult.

GoSolutions
and VillageEDOCS limited operating histories make it difficult to forecast the
combined companys future operating results. GoSolutions was founded in
November 2000, began operating in August 2001, and began generating significant
revenue in September 2001. VillageEDOCS was founded and began operating in
March 1999, but did not reporting income from operations until the quarter
ended June 30, 2004, and has reported net losses through the quarter ended
September 30, 2005. Neither company has a long history upon which to base
forecasts of future operating results, and any predictions about our future
revenues and expenses may not be as accurate as they would be if GoSolutions
and VillageEDOCS had a longer business history.

VillageEDOCS will need to raise substantial additional
capital after the Merger and there is no assurance that it will be able raise
such capital.

After
the Merger, VillageEDOCS will be required to raise additional capital if it is
to expand its business and consummate additional acquisitions. There is no
assurance that such additional capital will be available, or if available, on
favorable terms. Any additional capital raising transaction could be extremely
dilutive to the GoSolutions shareholders who are receiving VillageEDOCS common stock
in the Merger. Furthermore, GoSolutions is in a significant negative net working
capital position as of the date of the Merger. There is no assurance that
either VillageEDOCS or GoSolutions will generate

---



sufficient working capital
from its operations in order to satisfy the obligations creating this negative
net working capital position.

GoSolutions and VillageEDOCS cannot predict whether they will
be successful together because the combined business model is unproven and
markets in which they are operating are developing.

Though
we believe that VillageEDOCS has successfully integrated two other acquisitions
in the last three years, the GoSolutions and VillageEDOCS combined business
strategy is unproven, and it is too early to gauge reliably market penetration
rates for VillageEDOCS services. To date, neither GoSolutions nor VillageEDOCS
have established a definite demand or a reliable cost to add a customer for
these services. In addition, there can be no assurance that GoSolutions or
VillageEDOCS will be successful in the offering of any additional services that
are currently planned. If the demand is lower than anticipated, or the cost to
add a customer is higher than anticipated, GoSolutions and VillageEDOCS business,
prospects, financial condition and results of operations would be materially
and adversely affected.

The market in which GoSolutions and VillageEDOCS operate is
highly competitive, and the combined companies may be unable to compete
successfully against new entrants and established industry competitors with
significantly greater financial resources.

Competition
in the converging Internet and telecommunications industries is becoming
increasingly intense. GoSolutions and VillageEDOCS face competition for
products and services from both public and private companies, as well as
general voice mail providers, fax providers, paging companies, Internet service
providers, email providers and internet telephony companies. Competitive
pressures may impair the combined companies ability to achieve profitability.
The increased competition may also make it more difficult for GoSolutions and
VillageEDOCS to successfully enter into strategic relationships with major
companies, particularly if the goal is to have an exclusive relationship with a
particular company. GoSolutions and VillageEDOCS compete against other
companies that provide one or more of the services that VillageEDOCS currently
provides. In addition, these competitors may add services to their offerings to
provide enhanced telephony services comparable to those offered by the combined
companies. Future competition could come from a variety of companies both in
the Internet industry and the telecommunications industry. These industries
include major companies that have much greater resources than the combined
companies have, have been in operation for many years and have large customer
bases. These companies may be able to develop and expand their communications
and network infrastructures more quickly, adapt more swiftly to new or emerging
technologies and changes in customer requirements, take advantage of
acquisition and other opportunities more readily, and devote greater resources
to the marketing and sale of their products and services than either GoSolutions
or VillageEDOCS may be able to do. There can be no assurance that additional
competitors will not enter markets that either GoSolutions or VillageEDOCS plan
to serve or that either company will be able to compete effectively. Increased
competition may result in price reductions, reduced gross margins and loss of
market share. GoSolutions or VillageEDOCS may be unable to attain, maintain or
enhance our competitive position against their current and future competitors.

GoSolutions and VillageEDOCS industry is subject to rapid
technological change and it must adapt quickly to compete effectively.

The
markets in which VillageEDOCS competes is characterized by (i) rapidly changing
technology in information systems, networks, and information security software;
(ii) evolving industry standards and communications protocols; and (iii)
frequent improvements in products and services. Speech driven communications in
particular have experienced rapid changes. These changes can be attributable to
frequent new product introductions, continuing advances in technology, and
changes in customer requirements and preferences. To succeed, VillageEDOCS must
continually improve its current products and services and develop and introduce
new products and services that are competitive in terms

---



of price, performance, and
quality. These products must adequately address the information security
requirements of its customers and their evolving information systems and
networks.

The
introduction of new technologies could render VillageEDOCS existing products
and services obsolete or unmarketable or require VillageEDOCS to invest in
research and development at much higher rates with no assurance of developing
competitive products. Changes in technologies or customer requirements also may
cause the development cycle for VillageEDOCS new products and services to be
lengthy and result in significant development costs. VillageEDOCS may not be
able to counter challenges to its current products and services, and its future
products and service offerings may not keep pace with the technological changes
implemented by competitors, developers of operating systems or networking
systems, or persons seeking to breach information security. VillageEDOCS
products and services may not satisfy evolving preferences of customers and
prospects. Because of the complexity of VillageEDOCS applications, which
operate on or use multiple platforms and communications protocols, VillageEDOCS
may experience delays in introducing new products and service enhancements
primarily due to development difficulties or shortages of development
personnel. There can be no assurance that VillageEDOCS will not experience
lengthy delays or other difficulties that could delay or prevent the successful
development, introduction or marketing of new products and services or service
enhancements. If VillageEDOCS fails to develop and introduce new products or
improve existing services in a timely fashion, such failure may have a material
adverse effect on VillageEDOCS business, prospects, financial condition and
results of operations.

GoSolutions currently depends on one large customer for the
majority of its revenue.

Presently,
sixty percent (60%) of GoSolutions revenue is derived from independent
representatives of Primerica Life Insurance Company (PLIC). PLIC represents
the majority of GoSolutions client base. PLIC has also been instrumental in
assisting GoSolutions with broadening its appeal within Citigroup, notably with
Travelers Life and Annuity, National Benefit Life, Travelers Bank, Citigroup
Asset Management and Citibank Mortgage (collectively Citigroup Affiliates).
PLIC is currently endorsing GoSolutions flagship service, GoSolo, and is under
contract to do so for a period of eight months; however, if GoSolutions
contractual relationship with PLIC were to deteriorate, or terminate, it is
very likely that GoSolutions ongoing progress with the Citigroup Affiliates
would also be adversely affected. Based on the present resources of
VillageEDOCS and GoSolutions, it is unlikely this situation will change after
the Merger or in the very near future.

GoSolutions may have difficulty in retaining its customers,
which may prevent its long-term success.

GoSolutions
anticipates that its sales and marketing and other costs of acquiring new
subscriptions outside of its existing client base will be substantial relative
to the monthly fees derived from subscriptions. Accordingly, GoSolutions
believes that its long-term success depends largely on its ability to retain
its existing customers, while continuing to attract new ones. GoSolutions
continues to invest significant resources in its network infrastructure and
customer and technical support capabilities to provide high levels of customer
service. GoSolutions cannot be certain that these investments will maintain or
improve customer retention. GoSolutions believes that competition from its
competitors has caused, and may continue to cause, some of its customers to
switch to a competing service provider. In addition, some new customers use the
GoSolo
service only as a novelty and do not become consistent users of the service
and, therefore, may be more likely to discontinue their service. These factors
adversely affect GoSolutions customer retention rates. Any decline in customer
retention rates could have a material adverse effect on GoSolutions business,
prospects, financial condition and results of operations.

---



GoSolutions and VillageEDOCS failure to manage growth
effectively could impair their business.

We
believe that the combination of these two companies will open new
cross-marketing opportunities in each companies respective customer base. This
expansion of business could place a significant strain on its management,
financial and other resources. GoSolutions and VillageEDOCS ability to manage
future growth, if it occurs, will also depend upon the capacity, reliability
and security of both companies network infrastructure. There can be no
assurance that these expansions will be successfully completed. GoSolutions and
VillageEDOCS inability to promptly address and respond to these circumstances
could have a material adverse effect on their business, prospects, financial
condition and results of operations.

GoSolutions and VillageEDOCS success depends on the
retention of existing executive officers and the ability to hire and retain
additional key personnel.

GoSolutions
and VillageEDOCS future performance depends in significant part upon the
continued service of the executive officers named in the Management sections
and other key technical, sales and management personnel. The loss of the
services of one or more of any of the named executive officers or other key
employees could have a material adverse effect on the business, prospects,
financial condition and results of operations of GoSolutions and VillageEDOCS.
GoSolutions and VillageEDOCS future success also depends on their continuing
ability to attract and retain highly qualified technical, sales and managerial
personnel. Competition for such personnel is intense, and there can be no
assurance that either company can retain its key employees or that either
company can attract, assimilate or retain other highly qualified technical,
sales and managerial personnel in the future.

GoSolutions is dependent on third party technologies and
services.

GoSolutions
has incorporated technology developed by third parties in the GoSolo
service and the services to be provided to our partners. GoSolutions will
continue to incorporate third-party technology in future products and services.
GoSolutions has limited control over whether or when these third-party
technologies will be developed or enhanced. In addition, GoSolutions
competitors may acquire interests in these third parties or their technologies,
which may render the technology unavailable to us. If a third-party fails or
refuses to timely develop, license or support technology necessary to
GoSolutions services, market acceptance of GoSolutions services could be
adversely affected. In addition, GoSolutions relies on, and will continue to
rely on, services supplied by third parties such as telecommunications,
Internet access and power. If these services fail to meet industry standards
for quality and reliability, market acceptance of GoSolutions services could be
adversely affected.

The Internet could become subject to regulations that affect the
business of both VillageEDOCS and GoSolutions.

Our
business segments, both directly and indirectly, rely on the Internet and other
electronic communications gateways. We intend to expand our use of these
gateways. To date, the use of the Internet has been relatively free from
regulatory restraints. However, legislation, regulations, or interpretations
may be adopted in the future that constrain our own and our customers
abilities to transact business through the Internet or other electronic
communications gateways. There is a risk that any additional regulation of the
use of such gateways could have a material adverse effect on our business and
financial condition.

---



GoSolutions services may become subject to burdensome
telecommunications regulation which could increase GoSolutions costs or
restrict its service offerings.

The
GoSolo
service provides Internet messaging and telecommunication services through data
transmissions over both the public switched telecommunication network (PSTN)
and the Internet. The PSTN based telecommunications services provided by GoSolo
are subject to regulation by the Federal Communications Commission (FCC),
state public utility commissions and foreign governmental authorities. These
regulations affect the prices GoSolutions pays for transmission services, the
competition it faces from telecommunications services and other aspects of
GoSolutions market. The FCC does not currently regulate the Internet messaging
services provided as part of GoSolo. However, as Internet services and
telecommunications services converge or as the services GoSolutions offers
expand, there may be increased regulation of GoSolutions business. Therefore,
in the future, GoSolutions believes it will very likely become subject to
additional agency regulations. Changes in the regulatory environment could
decrease GoSolutions revenues, increase GoSolutions costs and restrict
GoSolutions service offerings.

Protection of VillageEDOCS intellectual property is limited,
risk of third party claims of infringement.

GoSolutions
regards its software as proprietary, and GoSolutions success and ability to
compete depends, in part, on its ability to protect its proprietary technology
and operate without infringing upon the rights of others; GoSolutions may fail
to do so. GoSolutions will rely on copyright and trade secret laws, trademarks,
confidentiality procedures and contractual provisions to protect its
proprietary software, documentation, and other proprietary information. In
addition, GoSolutions will execute confidentiality and non-disclosure
agreements with its employees and will limit access to distribution of its
proprietary information. These efforts will allow GoSolutions to rely upon the
knowledge and experience of its management and technical personnel, to market
its existing products, and to develop new products. The departure of any of
GoSolutions management or technical personnel, the breach of their
confidentiality and non-disclosure obligations to GoSolutions, or the failure
to achieve its intellectual property objectives may have a material adverse
effect on GoSolutions business. Although GoSolutions believes that the
effectiveness of its products and services does not depend entirely upon the
secrecy of its proprietary or licensed technology, the public disclosure of its
technology could reduce the level of its product licensing. Further, litigation
to defend and enforce GoSolutions intellectual property rights could result in
substantial costs and diversion of GoSolutions resources and could have a
material adverse effect on GoSolutions business, prospects, financial
condition and results of operations regardless of the final outcome of such
litigation. Despite GoSolutions efforts to safeguard and maintain its
proprietary rights, GoSolutions may not be successful in doing so or the steps
taken by GoSolutions in this regard may not be adequate to deter
misappropriation or independent third-parties from copying or otherwise
obtaining and using GoSolutions products, services, technology, or other
information that GoSolutions regards as proprietary. Also, others may
independently develop similar technologies or duplicate GoSolutions technology.
GoSolutions inability to protect its proprietary rights may have a material
adverse effect on it. As the number of similar products and services in the
industry increases and the functionality of these products further overlap,
GoSolutions may increasingly become subject to claims of infringement or
misappropriation of the intellectual property or proprietary rights of others. Other
third parties could assert infringement or misappropriation claims against
GoSolutions in the future with respect to current or future products and services.
Any claims or litigation, with or without merit, could be costly and could
result in a diversion of managements attention and of GoSolutions resources.

Specifically,
GoSolutions has been notified that it may be infringing on one or more patents
held by Webley Systems, Inc. Although a condition of closing is that
GoSolutions and VEDO receive a written declaration of counsel that based upon
such firms review of the actions of GoSolutions, as stated in a GoSolutions
certificate describing such actions, it is more likely than not that a court
would determine that GoSolutions acted in good faith, and reasonably believed
it had a right to act in the manner

---



that was found to be
infringing there is no assurance that the ultimate outcome of the Webley Systems,
Inc. patent infringement claim will not have an adverse impact upon GoSolutions
and VEDO. VEDO and GoSolutions have agreed to carve out the Webley Systems,
Inc. patent infringement claims as a matter giving VillageEDOCS a right of
indemnification against GoSolutions. In addition, GoSolutions has agreed that
certain of the existing patent infringement claims against VEDO are also a
carve out against the GoSolutions rights of indemnification against VEDO under
the Merger Agreement.

The businesses could be adversely affected if we infringe on
intellectual property rights of third parties.

Litigation
regarding intellectual property rights is common in the software and technology
industries.

VillageEDOCS
has in the past received letters alleging that they are infringing the
intellectual property rights of AudioFax. We do not believe the proprietary
nature of the AudioFax software is critical to our current or future market
competitiveness. Several providers of fax service software have patent license
agreements with AudioFax, and it is our understanding that our use of these
other fax software platforms would indemnify us from any infringement of
AudioFax patents. We currently plan to migrate to a fax software platform that
is compatible with current technology, has existing license agreements with
AudioFax, and will indemnify us from infringement of AudioFax patents. This
migration is subject to the Companys ability to obtain the additional capital
needed for the license fees for the other fax software platforms.

GoSolutions
has in the past received letters alleging that they are infringing the
intellectual property rights of Parus Holdings, the parent company of Webley
Systems. We have gotten advice from a prominent intellectual property attorney
with experience in this industry with respect to the validity of the Parus
patent, and have been made aware that there is substantial evidence to the
effect that there existed prior art to the Parus patent that could impact its
effectiveness. We have made efforts to migrate away from the technologies that
are affected, and plan to continue to derive larger portions of revenue from
different technologies to reduce any exposure to this intellectual property

We
may in the future be the subjects of claims for infringement, invalidity, or
indemnification claims based on such claims of other parties proprietary
rights. These claims, with or without merit, could be time consuming and costly
to defend or litigate, divert our attention and resources, or require us to
enter into royalty or licensing agreements. There is a risk that such licenses
would not be available on reasonable terms, or at all. Although we believe we
have the ability to use our intellectual property to operate, market, and
license our existing products without incurring liability to third parties,
there is a risk that our products and services infringe the intellectual
property rights of third parties.

Acts of terrorism, responses to acts of terrorism and acts of
war may impact our business and our ability to raise capital.

The
September 11, 2001 terrorist attacks in the United States were unprecedented
acts of international terrorism. We cannot predict the continued effect of
those acts and similar acts that have occurred more recently in Europe on the economy
of the United States or on the global economy. Future acts of war or terrorism,
national or international responses to such acts, and measures taken to prevent
such acts may harm our ability to raise capital or our ability to operate. In
addition, the threat of future terrorist acts or acts of war may have effects
on the general economy or on our business that are difficult to predict. We are
not insured against damage or interruption of our business caused by terrorist
acts or acts of war.

---



VillageEDOCS current and future revenues are unpredictable
and our quarterly operating results may fluctuate significantly.

VillageEDOCS
has a limited operating history, and has generated only limited revenues to
date. It cannot forecast with any degree of certainty the amount of revenue to
be generated by any of its services. In addition, it cannot predict the
consistency of its quarterly operating results. Factors which may cause its
operating results to fluctuate significantly from quarter to quarter include:

| |   |                                                                                    
| | - | -----------------------------------------------------------------------------------
| |  | its ability to attract new
  and repeat customers;                                 
| |   |                                                                                    
| |  | its ability to keep
  current with the evolving requirements of our target market; 
| |   |                                                                                    
| |  | its ability to protect our
  proprietary technology;                               
| |   |                                                                                    
| |  | the ability of its
  competitors to offer new or enhanced products or services; and
| |   |                                                                                    
| |  | unanticipated delays or
  cost increases with respect to research and development. 

Because
of these and other factors, we believe that quarter-to-quarter comparisons of
our results of operations are not good indicators of our future performance. If
our operating results fall below the expectations of securities analysts and
investors in some future periods, then our stock price may decline.

VEDO may be required to restate its
prior period financial statements.

On
February 3, 2006, VEDO received a letter from the U.S. Securities and
Exchange Commission (the Commission) requesting information regarding
the accounting treatment of imbedded conversion features of certain
convertible notes in the companys financial statements under SFAS No. 133 Accounting for Derivative Instruments and
Hedging
Activities and EITF 00-19 Accounting
for Derivative Financial Instruments Indexed to, and Potentially Settled in, a
Companys Own Stock.In addition, the Commission has requested
additional information regarding the accounting treatment, pursuant to SFAS 141
Business Combinations,of
certain warrants and other consideration issued to employees in connection with
the acquisition of Tailored Business Systems, Inc. in 2004 and the acquisition
of Phoenix Forms, Inc. in 2005, which were recorded as part of the purchase
price rather than expensed as incurred. VEDO is preparing its responses to
the Commission; however, at the present time, it is not known
whether the Commission will ultimately accept VEDOs positions
regarding the accounting treatment of its convertible notes or
acquisition-related costs, particularly in view of the Commissions recent
interpretations of EITF 00-19. Should the Commission indicate that it does not
agree with VEDOs positions, VEDO may be required to amend and restate one
or more of its periodic reports and related financial statements for prior
periods. At this time, VEDO has not quantified the effects of any such
restatements; however, it is believed that the amounts would be material.

The following
risks related principally to the new capital structure of the combined
companies:

One shareholder owns a majority of VillageEDOCS outstanding
common stock and is able to control our actions.

One
shareholder and his wife own 58,653,171 shares, or approximately 59.1%, of the
outstanding shares of VillageEDOCS common stock as of December 31, 2005. In
addition, as of December 31, 2005, these individuals hold warrants to purchase
an additional 5,000,000 shares of the common stock at $0.10 per share and
secured convertible promissory notes convertible into an additional 1,209,297
shares of the common stock of VillageEDOCS at $0.14 per share. These
individuals have the ability to elect the entire

---



board of directors and to
approve or disapprove all other matters requiring the vote of shareholders. In
addition, Barron Partners, LP owns 2,500,000 shares, or approximately 2.5% of
the outstanding shares of VillageEDOCS common stock as of December 31, 2005
and has the right to acquire up to 53,500,000 shares of the common stock
pursuant to outstanding shares of the Series A preferred stock (convertible to
13,500,000 shares of the common stock on a one-for-one basis), warrants to
purchase up to 32,000,000 shares of the common stock at $0.10 per share, and
warrants to purchase up to 8,000,000 shares of the common stock at $0.25 per
share. Barron Partners, LP will also be able to significantly influence
corporate actions requiring shareholder consent.

VillageEDOCS officers and directors may be able to influence
stockholder actions.

Executive
officers and directors, in the aggregate, beneficially own approximately 23.7%
of VillageEDOCS outstanding voting stock. These stockholders acting together
may be able to significantly influence matters requiring approval by the
stockholders, including the election of directors, and the approval of mergers
or other business combination transactions in a manner that could conflict with
the other stockholders.

VillageEDOCS Certificate of Incorporation limits director
liability, thereby making it difficult to bring any action against them for
breach of fiduciary duty.

As
permitted by California law, VillageEDOCS Certificate of Incorporation limits
the liability of directors to the Company or its stockholders for monetary
damages for breach of a directors fiduciary duty except for liability in
certain instances. As a result of its charter provision and California law,
stockholders may have limited rights to recover against directors for breach of
fiduciary duty.

The following
risks relate principally to VillageEDOCS common stock and its market value:

Penny stock regulations may impose certain restrictions on
marketability of VillageEDOCS stock.

The
U.S. Securities and Exchange Commission (the Commission) has adopted
regulations which generally define a penny stock to be any equity security
that has a market price (as defined) of less than $5.00 per share, subject to
certain exceptions. As a result, the VillageEDOCS common stock is subject to
rules that impose additional sales practice requirements on broker-dealers who
sell such securities to persons other than established customers and accredited
investors (generally those with assets in excess of $1,000,000 or annual income
exceeding $200,000, or $300,000 with their spouse). For transactions covered by
these rules, the broker-dealer must make a special suitability determination
for the purchase of such securities and have received the purchasers written
consent to the transaction prior to the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the rules require delivery,
prior to the transaction, of a risk disclosure document mandated by the
Commission relating to the penny stock market. The broker-dealer must also
disclose the commission payable to both the broker-dealer and the registered
representative, current quotations for the securities and, if the broker-dealer
is the sole market maker, the broker-dealer must disclose this fact and the
broker-dealers presumed control over the market. Finally, monthly statements
must be sent disclosing recent price information for the penny stock held in
the account and information on the limited market in penny stocks.
Consequently, the penny stock rules may restrict the ability of broker-dealers
to sell VillageEDOCS securities and may affect the ability of GoSolutions
shareholders to sell VillageEDOCS securities in the secondary market and the
price at which such purchasers can sell any such securities.

VillageEDOCS has never paid dividends on the common stock and
does not expect to pay any in the foreseeable future.

VillageEDOCS
has not paid any dividends on its common stock since its inception and does not
intend to pay dividends on its common stock in the foreseeable future. Any
earnings that VillageEDOCS may realize in the foreseeable future will be
retained to finance the growth of VillageEDOCS.

---



The number of shares eligible for future sale may adversely
affect the market for VillageEDOCS common stock.

As
of January 19, 2006, VillageEDOCS had 99,167,526 shares of its common stock
issued and outstanding, approximately 92,000,000 of which are restricted
securities. Rule 144 of the Commission provides, in essence, that a person
holding restricted securities for a period of one year may sell only an
amount every three months equal to the greater of (a) one percent of the issued
and outstanding shares, or (b) the average weekly volume of sales during the
four calendar weeks preceding the sale. The amount of restricted securities
which a person who is not an affiliate may sell is not so limited, since
non-affiliates may sell without volume limitation their shares held for two
years if there is adequate current public information available concerning VillageEDOCS.
In such an event, restricted securities would be eligible for sale to the
public at an earlier date. The sale in the public market of such shares of common
stock may adversely affect prevailing market prices of the common stock.

Outstanding options and warrants could affect the market
price of VillageEDOCS common stock.

As
of December 31, 2005, there were outstanding stock options and warrants to
purchase an aggregate of 50,750,670 shares of VillageEDOCS common stock at
exercise prices ranging between $0.10 per share and $2.50 per share, and
warrants to purchase an aggregate of 32,000,000 shares of VillageEDOCS common
stock at $0.10 per share (subject to adjustment). The exercise of such
outstanding options and warrants will dilute the percentage ownership of VillageEDOCS
stockholders, and any sales in the public market of shares of common stock
underlying such securities may adversely affect prevailing market prices for
the common stock. Moreover, the terms upon which VillageEDOCS will be able to
obtain additional equity capital may be adversely affected since the holders of
such outstanding securities can be expected to exercise their respective rights
therein at a time when VillageEDOCS would, in all likelihood, be able to obtain
any needed capital on terms more favorable to VillageEDOCS than those provided
in such securities.

VillageEDOCS stock price will fluctuate which could result
in substantial losses for investors.

The
market price for VillageEDOCS common stock may fluctuate significantly in
response to a number of factors, some of which are beyond VillageEDOCS
control. These factors include:

| |   |                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------
| |  | Quarterly variations in
  operating results;                                                                                          
| |   |                                                                                                                                       
| |  | Changes in financial
  estimates by securities analysts;                                                                              
| |   |                                                                                                                                       
| |  | Announcements by VillageEDOCS
  or its competitors of new products, significant contracts, acquisitions, or
  strategic relationships;
| |   |                                                                                                                                       
| |  | Disputes concerning VillageEDOCS
  proprietary rights or any future patents, trademarks or copyrights;                               
| |   |                                                                                                                                       
| |  | Publicity about VillageEDOCS,
  its products, or its competitors;                                                                     
| |   |                                                                                                                                       
| |  | Publicity regarding actual
  or potential medical results relating to products under development by
  VillageEDOCS or its competitors;
| |   |                                                                                                                                       
| |  | Additions or departures of
  key personnel;                                                                                           
| |   |                                                                                                                                       
| |  | Any future sales of VillageEDOCS
  common stock or other securities;                                                                 
| |   |                                                                                                                                       
| |  | Stock market price and volume fluctuations of
  publicly-traded companies; and                                                        
| |   |                                                                                                                                       
| |  | Business combination
  transactions.                                                                                                  

---



These
and other external factors have caused and may continue to cause the market
price and demand for VillageEDOCS common stock to fluctuate substantially,
which may limit or prevent investors from readily selling their shares of
common stock and may otherwise negatively affect the liquidity of VillageEDOCS
common stock.

In
the past, securities class action litigation has often been brought against
companies following periods of volatility in the market price of their
securities. If securities class action litigation is brought against
VillageEDOCS, it could result in substantial costs and a diversion of
managements attention and resources, which could hurt the companys business.

Trading in VillageEDOCS common stock on the OTCBB may be
limited thereby making it more difficult for investors to resell their shares
of VillageEDOCS common stock.

VillageEDOCS
common stock trades on the OTCBB. The OTCBB is not an exchange and, because
trading of securities on the OTCBB is often more sporadic than the trading of
securities listed on an exchange or NASDAQ, you may have difficulty reselling
any of the shares that you receive in the Merger.

VillageEDOCS common shareholders may experience substantial
dilution.

The
sale of a substantial number of shares of VillageEDOCS common stock in the
public market, or the prospect of such sales, could materially and adversely
affect the market price of the companys common stock. ViillageEDOCS is
authorized to issue up to 400,000,000 shares of common stock. To the extent of
such authorization, VillageEDOCS Board of Directors will have the ability,
without seeking stockholder approval, to issue additional shares of common
stock in the future for such consideration as the Board of Directors may
consider sufficient. The issuance of additional common stock in the future will
reduce the proportionate ownership and voting power of the companys common
stock held by existing stockholders. Sales in the public market of substantial
amounts of the companys common stock, including sales of common stock issuable
upon exercise of options and warrants, could depress prevailing market prices
for its common stock. Even the perception that such sales could occur might
impact market prices for the common stock. The existence of outstanding options
and warrants may prove to hinder VillageEDOCS future equity financings.

FORWARD-LOOKING STATEMENTS MAY PROVE
INACCURATE

In
connection with the safe harbor provisions of the United States Private
Securities Litigation Reform Act of 1995(the Reform Act), this
proxy statement/prospectus contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, identifying important
factors that could cause actual results to differ materially from those
projected in forward-looking statements (as such term is defined in the Reform
Act) made herein. Any statements that express, or involve discussions as to,
expectations, beliefs, plans, objectives, assumptions or future events or
performance (often, but not always, through the use of words or phrases such as
will likely result, are expected to, will continue, is anticipated,
estimate, intends plans, projection and outlook) are not historical
facts and may be forward-looking and, accordingly, such statements involve
estimates, assumptions and uncertainties which could cause actual results to
differ materially from those expressed in the forward-looking statements.
Accordingly, any such statements are qualified in their entirety by reference
to, and are accompanied by, the factors discussed throughout this proxy
statement/prospectus, and particularly in the risk factors set forth herein
under Risk Factors.

---



Any
forward-looking statement speaks only as of the date on which such statement is
made, and VEDO and GoSolutions undertake no obligation to update any
forward-looking statement or statements to reflect events or circumstances
after the date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it is not
possible for VEDO or GoSolutions to predict all of such factors. Further, VEDO
and GoSolutions cannot assess the impact of each such factor on its businesses
or the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking
statements.

THE GOSOLUTIONS SPECIAL MEETING

Date, Time and Place of Meeting

The
special meeting of the shareholders of GoSolutions will be held at the offices
of GoSolutions located at 1901 Ulmerton
Road, Suite 400, Clearwater, Florida 33762, on February 27, 2006 at 11
a.m., local time.

Purpose of the Special Meeting

At
the special meeting, GoSolutions shareholders will consider and vote upon:

| |   |                                                             
| | - | ------------------------------------------------------------
| |  | a proposal to approve the Merger Agreement and the
  Merger.

GoSolutions
shareholders may be asked to vote upon a proposal to adjourn or postpone the
special meeting. Any adjournment or postponement could be used for the purpose
of allowing additional time for soliciting additional votes to approve the
Merger Agreement.

The GoSolutions
Board of Directors has unanimously
approved the Merger Agreement and the Merger, believes that the terms of the
Merger Agreement and the Merger are fair to, and in the best interests of,
GoSolutions and its shareholders, and unanimously recommends that holders of
shares of GoSolutions capital stock vote FOR adoption and approval of the
Merger Agreement and the Merger.

Record Date; Voting Rights; Proxies

Only
holders of GoSolutions capital stock at the close of business on February 24,
2006, the record date, are entitled to notice of and to vote at the special
meeting.

As
of February 24, 2006, there were 6,381,775 shares of GoSolutions common stock
issued and outstanding and 10,000,000 shares of GoSolutions Series A preferred
stock issued and outstanding.

The
accompanying form of proxy is for use at the special meeting if a shareholder
will be unable to attend the special meeting. All shares of GoSolutions common
stock and preferred stock represented by properly executed proxies will, unless
such proxies have been previously revoked, be voted in accordance with the
instructions indicated in such proxies. If no instructions are indicated,
shares of GoSolutions common stock and preferred stock represented by such
proxies will be voted for adoption and approval of the Merger Agreement and
the Merger.

A
shareholder who has given a proxy may revoke it at any time prior to its
exercise by giving written notice to the Secretary of GoSolutions, by signing
and returning a later-dated proxy, or by voting in person at the special
meeting. However, mere attendance at the special meeting will not in and of
itself have the effect of revoking the proxy. Votes cast by proxy or in person
at the special meeting will be tabulated by the inspector of election appointed
for the special meeting.

---



Solicitation Of Proxies

Proxies
are being solicited by and on behalf of the GoSolutions Board of Directors.
GoSolutions will bear all expenses in connection with such solicitation. In
addition to solicitation by use of the mails, proxies may be solicited by
directors, officers and employees of GoSolutions in person or by telephone,
telegram or other means of communication. Such directors, officers and
employees will not be additionally compensated for, but may be reimbursed by
GoSolutions for out-of-pocket expenses incurred in connection with, such
solicitation.

Quorum

The
presence in person or by properly executed proxy of holders of a majority of
all the issued and outstanding shares of GoSolutions common stock and preferred
stock entitled to vote is necessary to constitute a quorum at the special
meeting. Abstentions shall be counted for purposes of determining the presence
or absence of a quorum for the transaction of business.

Required Vote

Adoption
and approval of the Merger Agreement and the Merger requires the affirmative
vote of: (i) the holders of a majority of the outstanding shares of GoSolutions
Series A preferred stock voting as a separate class and (ii) a majority of the
outstanding shares of GoSolutions common stock and Series A preferred stock
voting together as a single class.

For
all purposes, each share of GoSolutions common stock entitles the holder
thereof to one vote per share and each share of GoSolutions Series A preferred
stock entitles the holder thereof to one vote per share.

For
purposes of determining whether the Merger and the Merger Agreement have been
approved, the inspector of election will include abstentions as a portion of
the number of shares deemed to have voted on such matters at the special
meeting. Accordingly, abstentions will have the effect of a no vote on the
proposals to approve Merger Agreement and the Merger.

The
matters to be considered at the special meeting are of great importance to the
shareholders of GoSolutions. Accordingly, shareholders are urged to read and
carefully consider the information presented in the proxy statement/prospectus,
and to complete, date, sign and promptly return the enclosed proxy in the
enclosed postage-paid envelope.

DISSENTERS RIGHTS OF SHAREHOLDERS

THE
FOLLOWING SUMMARY OF DISSENTERS RIGHTS UNDER FLORIDA LAW IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO CHAPTER 607, SECTION 1301 et seq. OF THE FLORIDA
BUSINESS CORPORATION ACT, THE COMPLETE TEXT OF WHICH IS ATTACHED HERETO AS
ANNEX II.

FAILURE
TO FOLLOW THE PROCEDURES SET FORTH IN CHAPTER 607, SECTION 1301 et seq.OF
THE FLORIDA BUSINESS CORPORATION ACT MAY RESULT IN THE LOSS, TERMINATION OR
WAIVER OF DISSENTERS RIGHTS. A GOSOLUTIONS SHAREHOLDER WHO SIGNS A PROXY
APPROVING AND AUTHORIZING THE MERGER AND THE MERGER AGREEMENT OR WHO RETURNS A
BLANK EXECUTED PROXY WILL NOT HAVE A RIGHT TO DISSENT FROM THE MERGER OR THE
MERGER AGREEMENT.

If
the Merger is completed, shareholders who object to the Merger and comply with
all applicable provisions of Chapter 607, Section 1301 et seq. of the Florida
Business Corporation Act may have the

---



right to require GoSolutions to purchase his or her
shares of GoSolutions common or preferred stock held by him or her for cash at
the fair value. Fair Value shall mean the value of the shares as of the close
of business on the day prior to the Shareholders Authorization Date, as
defined below, excluding any appreciation or depreciation in anticipation of
the Merger unless exclusion would be inequitable to GoSolutions and its
remaining shareholders. Shareholders Authorization Date shall mean the date
on which the shareholders vote authorizing the Merger, or the date on which
GoSolutions received written consents without a meeting from the requisite
number of shareholders in order to authorize the Merger. Shareholders
Authorization Date shall be February 27, 2006.

Under
the Florida Business Corporation Act, no shareholder who is entitled to
exercise dissenters rights and obtain payment for his or her shares has any
right to challenge the Merger unless the action is unlawful or fraudulent with
respect to the shareholder or GoSolutions. A shareholder may assert dissenters
rights as to shares of any class or series held on by or on behalf of such
shareholder only if such shareholder: (i) delivers to GoSolutions before the
vote is taken, written notice of the shareholders intent to assert his or her
dissenters rights and thereby demand payment if the Merger is effectuated; and
(ii) must not vote, or cause or permit to be voted, any shares of such class or
series in favor of the proposed Merger. A shareholder who does not satisfy the
requirements set forth in both clause (i) and clause (ii) above will be bound
by the terms of the proposed Merger. Merely voting or delivering a proxy
directing a vote against the approval of the Merger does not constitute a
notice of intent to demand payment; written notice of intent to assert his or
her dissenters rights is essential.

GoSolutions
has 10 days from the Shareholders Authorization Date to provide written
notification of the approval of the plan of merger to those shareholders who
voted against the Merger and who provided GoSolutions with written notice of
his or her intent to demand payment for his or her shares. The notification of
approval shall include an appraisal notice, which such notice shall set forth
GoSolutions estimate of the Fair Value of the dissenting shareholders shares.
In addition to the appraisal notice, the notification of approval shall include
a dissenters rights form, which form shall specify the date on which the
Merger became effective and request specific information from the dissenting
shareholder as set forth below.

Election to Dissent/Demand for Purchase

Any
shareholder who wishes to exercise the right to have GoSolutions purchase his
or her shares of stock, but fails to file his or her election to dissent with
GoSolutions prior to the date on which the vote is taken, will be bound by the
terms of the proposed Merger.

In
all cases, the dissenters form provided by GoSolutions shall require the
dissenting shareholder to state:

| |   |                                                                                                                                                      
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the shareholders name and address, and                                                                                                              
| |   |                                                                                                                                                      
| |  | the number, classes, and series of shares as to
  which he or she asserts appraisal rights, and                                                      
| |   |                                                                                                                                                      
| |  | that the shareholder did not vote for the Merger,
  and                                                                                            
| |   |                                                                                                                                                      
| |  | whether the shareholder accepts GoSolutions offer of
  payment of Fair Value for the shareholders share, and                                        
| |   |                                                                                                                                                      
| |  | if GoSolutions offer of Fair Value is not accepted,
  state the shareholders estimated Fair Value of the shares and demand of the
  estimated value.

The
appraisal notice and form must be sent within 10 days of the effective date of
the Merger and must include a date by which the form must be retuned to
GoSolutions, which date may not be fewer than

---



40 nor more than 60 days after such notice is sent to
the shareholder. Failure to return the executed form to GoSolutions within the
specified time period shall result in the shareholders waiver of his or her
dissenters rights. The form must be accompanied by the shareholders
certificates for the certificated shares for which the dissenters rights have
been exercised. A shareholder may withdraw his or her notice of election to
dissent in writing at any time before the date specified in the dissenters
notice. A shareholder who fails to withdraw from the dissenters process by
such date may not thereafter withdraw without GoSolutions written consent. If
the Merger has not been consummated within 90 days after authorization of the
plan of merger, the offer may be made conditional upon the consummation of the
Merger.

The Offer

In
all cases, the written offer shall be accompanied by:

| |   |                                                                                                                                                       
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a balance sheet of GoSolutions, as of the end of the
  fiscal year ending not more than fifteen months prior to GoSolutions
  dissenters notice, and
| |   |                                                                                                                                                       
| |  | an income statement and a cash flow statement for
  that same fiscal year as well as the most recent interim financial
  statements, if any.          

If
the dissenting shareholder agrees upon the purchase price for the shares
contained in GoSolutions dissenters notice, GoSolutions must pay the
shareholder for his or her shares within 90 days after receipt of the
dissenters form from the shareholder. Once GoSolutions pays the shareholder
the agreed upon value for his or her shares, the dissenting shareholder ceases
to have any interest in those shares.

If
the dissenting shareholder does not agree with the purchase price for the
shares contained in the dissenters notice, the shareholder must notify
GoSolutions on the form provided of the shareholders estimate of the Fair
Value of the shares and demand payment of that estimate plus interest. If a
shareholder fails to notify GoSolutions in writing of his or her demand to be
paid the shareholders estimate of Fair Value plus interest, the shareholder
shall be entitled only to the payment offered by GoSolutions.

Court Action

If
a shareholder rejects GoSolutions purchase price and makes a demand for payment
of the shareholders estimate of the Fair Value of the shares which demand
remains unsettled, GoSolutions shall, within 60 days after receiving the
shareholders payment demand, petition a court in Pinellas County for an
appraisal to determine the Fair Value of those shares. If GoSolutions fails to
commence such a proceeding within the 60-day period, any shareholder who has
made a payment demand may commence the proceeding on GoSolutions behalf.

If
the court determines that an objecting shareholder is entitled to an appraisal
of his or her shares, the court may determine the Fair Value of the
shareholders shares or appoint one or more appraisers to determine that value.
The determination of the court, or the appraisers (as applicable), shall be
plenary and exclusive. There shall be no right to a jury trial. GoSolutions
shall pay each shareholder the amount determined by the court, or appraiser (as
applicable), within 10 days after a final determination of the proceedings.

Costs
and expenses of the proceeding will be determined by the court and assessed
against GoSolutions, except where the court finds that any dissenting shareholders
acted arbitrarily, vexatiously, or not in good faith with respect to the
exercise of his or her dissenters rights.

---



Shares
acquired by GoSolutions pursuant to payment of the agreed value thereof or
pursuant to payment of the judgment entered therefor may be held and disposed
of by GoSolutions as the plan of merger provides. The shares of the surviving
corporation into which the shares of such dissenting shareholders would have
been converted had they assented to the Merger shall have the status of
authorized but unissued shares of the surviving corporation.

Limitations on GoSolutions Payment Obligation

No
payment shall be made to any dissenting shareholder if, at the time of payment,
GoSolutions is unable to meet the distribution standards as follows:

| |   |                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------- | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | No distribution may be made if, after giving it
  effect:                                                                                               
| |   |                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                          
| |   |                                                                                                                                                          |  | GoSolutions would not be able to pay its debts as
  they become due in the usual course of business; or                                                                                                                                                                                                                                                                                                  
| |   |                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                          
| |   |                                                                                                                                                          |  | GoSolutions total assets would be less than the sum
  of its total liabilities plus (unless the articles of incorporation permit
  otherwise) the amount that would be needed, if GoSolutions was to be
  dissolved at the time of the distribution, to satisfy the preferential rights
  upon dissolution of shareholders whose preferential rights are superior to
  those receiving the distribution.
| |   |                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | The effect of a distribution is measured, in the
  case of distribution by purchase or other acquisition of GoSolutions shares,
  as of the earlier of:
| |   |                                                                                                                                                         
| |   |                                                                                                                                                          |  | The date money or other property is transferred or
  debt incurred by GoSolutions; or                                                                                                                                                                                                                                                                                                                    
| |   |                                                                                                                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                          
| |   |                                                                                                                                                          |  | The date the shareholder ceases to be a shareholder
  with respect to the acquired shares.                                                                                                                                                                                                                                                                                                               

In such an event, the shareholder, at his or her
option, shall:

| |   |                                                                                                                                    |   |                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------- | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | withdraw his or her notice of intent to assert
  appraisal rights, which shall be deemed withdrawn with GoSolutions consent;
  or
| |   |                                                                                                                                   
| |  | retain his or her status as a claimant against
  GoSolutions and if:                                                              
| |   |                                                                                                                                   
| |   |                                                                                                                                    |  | GoSolutions is liquidated, be subordinated to the
  rights of GoSolutions creditors, but have rights superior to the
  shareholders not asserting dissenters rights; or                      
| |   |                                                                                                                                    |   |                                                                                                                                                                                                
| |   |                                                                                                                                    |  | GoSolutions is not liquidated, retain his or her
  right to be paid for the shares, which right GoSolutions shall be obligated
  to satisfy once the distribution restrictions no longer apply.

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |           If
  the dissenting shareholder elects to retain his or her status as a claimant
  as set forth above, the shareholder must provide written notice of this
  election to GoSolutions within 30 days after GoSolutions provides notice that
  the payment for the shares cannot be made because of the distribution
  restrictions. If a shareholder fails to provide such written notice within
  the 30-day period, the shareholder will be deemed to have withdrawn his or
  her notice of intent to assert appraisal rights.

---



The
foregoing summary of the rights of dissenting shareholders does not purport to
constitute a complete statement of the procedures to be followed by
shareholders desiring to exercise their dissenters rights. The preservation
and exercise of dissenters rights are conditioned on strict adherence to the
applicable provisions of Chapter 607, Section 1301 et seq.of the Florida
Business Corporation Act. Each shareholder desiring to exercise dissenters
rights should read these statutes, the complete text of which is attached
hereto as Annex II, for a complete statement of the shareholders rights and
the steps that must be followed in connection with the exercise of those
rights.

Any
demands, notices, certificates or other documents required to be delivered to
GoSolutions may be sent to the Secretary, 1901 Ulmerton Road, Suite 400,
Clearwater, Florida 33762.

THE MERGER AND RELATED TRANSACTIONS

The
following discussion summarizes the proposed Merger and related transactions.
The discussion is not, however, a complete statement of all provisions of the
Merger Agreement and related agreements. Detailed terms of and conditions to
the Merger and related transactions are contained in the Merger Agreement, a
copy of which is attached to this proxy statement/prospectus as Annex I.
Statements made in this proxy statement/prospectus with respect to the terms of
the Merger and related transactions are qualified in their entirety by
reference to, and you are urged to read the more detailed information set forth
in, the Merger Agreement and the other documents attached to the back of this
proxy statement/prospectus.

Reasons for the Merger

The
boards of directors of VillageEDOCS and GoSolutions have each unanimously
approved the Merger Agreement and the Merger, and each of the VillageEDOCS and
GoSolutions boards unanimously recommends approval of the Merger Agreement and
the Merger by their respective shareholders. The boards of both companies have
identified a number of potential benefits which they believe will contribute to
the success of the combined company, including the opportunity to:

| |  | create a more complete business solution;                                                                                 
| | - | --------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                           
| |  | respond more quickly and effectively to
  technological change, increased competition and market demands;                 
| |   |                                                                                                                           
| |  | more effectively sell and market its business
  solutions;                                                                
| |   |                                                                                                                           
| |  | create a unified applications platform; and                                                                               
| |   |                                                                                                                           
| |  | increase the likelihood of accessing private capital
  markets and obtaining conventional financing from commercial banks.

Vote Required

Under
applicable Florida law and the charter documents of GoSolutions, approval of
the Merger and the Merger Agreement requires the affirmative vote of the
holders of a majority of the outstanding shares of GoSolutions Series A
preferred stock voting as a separate class and a majority of the outstanding
shares of GoSolutions common stock and Series A preferred stock voting together
as a single class.

---



Recommendation of GoSolutions Board of Directors

After
careful consideration of the foregoing factors, the GoSolutions Board of
Directors has unanimously determined that the Merger Agreement and the
transactions contemplated thereby, including the Merger, to be fair and in the
best interests of its shareholders and unanimously approved the Merger
Agreement and the transactions contemplated thereby, including the Merger and
recommend that the GoSolutions shareholders vote to approve and adopt the
Merger Agreement and the Merger.

Certain United States Federal Income Tax Considerations

The
following discussion summarizes the material federal income tax consequences of
the exchange of shares of GoSolutions capital stock for VillageEDOCS common
stock pursuant to the Merger. This discussion is based on currently existing
provisions of the Internal Revenue Code, referred to herein as the Code,
existing Treasury Regulations thereunder and current administrative rulings and
court decisions, all of which are subject to change. Any such change, which may
or may not be retroactive, could alter the U.S. federal income tax consequences
to VillageEDOCS , GoSolutions or the GoSolutions shareholders.

GoSolutions
shareholders should be aware that this discussion does not address all U.S.
federal income tax considerations that may be relevant to particular
shareholders of GoSolutions in light of their particular circumstances. In
addition, the following discussion does not address the tax consequences of the
Merger under foreign, state or local tax laws. Neither VillageEDOCS nor
GoSolutions intends to obtain a ruling from the IRS on the tax consequences of
the Merger.

Provided
that the Merger is consummated in the manner described in the Merger Agreement
and this proxy statement/prospectus and that there are no changes in the Code
or other applicable law, the Merger will be a reorganization within the meaning
of Section 368(a) of the Code. Assuming that the Merger is a reorganization,
the Merger will have the following federal income tax consequences:

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | No gain or loss will be recognized by GoSolutions
  shareholders upon their receipt of VillageEDOCS common stock in exchange for
  their GoSolutions capital stock in the Merger.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | The aggregate tax basis of the VillageEDOCS common
  stock received by GoSolutions shareholders in the Merger will be the same as
  the aggregate tax basis of GoSolutions capital stock surrendered in exchange
  therefor.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |  | A shareholder who exercises dissenters rights with
  respect to a share of GoSolutions capital stock and who receives payment for
  such stock in cash will generally recognize capital gain or loss measured by
  the difference between the shareholders tax basis in such share and the
  amount of cash received, provided that such payment is neither essentially
  equivalent to a dividend nor has the effect of a distribution of a dividend.
  Generally, a disposition of GoSolutions capital stock pursuant to an exercise
  of dissenters rights will not be essentially equivalent to a dividend and
  will not have the effect of the distribution of a dividend if the shareholder
  exercising such rights will no longer own any shares of VillageEDOCS or
  GoSolutions capital stock after such exercise (either actually or
  constructively pursuant to certain attribution rules in Section 318 of the
  Code).

Any
GoSolutions shareholder who exercises dissenters rights may be subject to
backup withholding at a rate of 31% on cash payments received. Backup
withholding will not apply, however, if the shareholder exercising dissenters
rights is an exempt recipient (such as a corporation or financial institution)
or is otherwise exempt from backup withholding, if the shareholder furnishes a
correct taxpayer identification number and certifies that he, she or it is not
subject to backup withholding on the substitute Form W-9 included in the letter
of transmittal, or if the shareholder provides a certificate of foreign status
on Form W-8.

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VillageEDOCS,
VEDO Merger Sub and GoSolutions will not recognize any gain solely as a result
of the Merger.

A
failure of the Merger to qualify as a reorganization under Section 368(a) would
result in GoSolutions shareholders recognizing taxable capital gain or loss
with respect to each share of GoSolutions capital stock surrendered equal to
the difference between the shareholders tax basis in such share and the fair
market value, as of the closing of the Merger, of the VillageEDOCS common stock
received in exchange therefor. In such event, a shareholders aggregate basis
in the VillageEDOCS common stock so received would equal its fair market value
as of the closing of the Merger and the holding period for such stock would
begin the day after the closing of the Merger.

GoSolutions
had an income tax Net Operating Loss of approximately $4,930,080 as of
September 30, 2005 (the NOL). Under applicable Internal Revenue Code
provisions and the Treasury Regulations promulgated thereunder, it appears the
Merger may severely limit use of some or all of the NOL to offset taxable
income in the future. The Code provisions and Treasury Regulations governing
use of NOLs under such circumstances are extraordinarily complex. However, in
general, VillageEDOCS will be able to utilize only a portion of GoSolutions
NOL equal to the purchase price paid by VillageEDOCS for GoSolutions in the
Merger. The amount of the reduced NOL carryforward that may be used each year
to offset taxable income is further limited to the amount of the reduced NOL
carryforward multiplied by the long term tax exempt rate. The long term tax
exempt rate for February 2006 is 4.79%. The loss of the use of part or all of
the NOL has the potential to materially and adversely affect the return to
VillageEDOCS shareholders (including those who become shareholders after
consummation of the Merger). Specifically, if there is a sale of GoSolutions in
the future, the limited use of some or all of the NOL could expose the combined
companies to a greater tax liability than might have been the case if full use
of the NOL could be preserved. However, at the present time, management
nonetheless believes that the advantages to the GoSolutions shareholders of
Merger with VillageEDOCS outweigh the possible negative consequences of losing
the use of part or all of the NOL.

This
discussion of material federal income tax consequences is intended to provide
only a general summary, and is not a complete analysis or description of all
potential federal income tax consequences of the Merger. This discussion does
not address tax consequences that may vary with, or are contingent on,
individual circumstances. In addition, it does not address any non-income tax
or any foreign, state or local tax consequences of the Merger. Accordingly,
GoSolutions shareholders are urged to consult their own tax advisors as to the
specific tax consequences of the Merger, including the applicable federal,
state, local and foreign tax consequences to them of the Merger in their
particular circumstances.

IRS
Circular 230 Notice: No person or entity may use any tax information contained
in these disclosure documents or any attachment hereto (i) to avoid any penalty
under federal tax law or (ii) to promote, market or recommend any purchase,
investment or other action.

Regulatory Approvals

We
are not aware of any material governmental or regulatory approvals required for
completion of the Merger, other than compliance with applicable corporate laws
of Florida.

TERMS OF THE MERGER

The
following is a summary of the material terms of the Merger Agreement. A copy of
the Merger Agreement is attached as Annex I to this proxy statement/prospectus
and is incorporated herein by reference. The following is not a complete
statement of all of the terms of the Merger Agreement.

---



Statements
made in this proxy statement/prospectus are qualified by reference to the more
detailed information set forth in the Merger Agreement. You are encouraged to
read the entire Merger Agreement.

The Board of Directors of
GoSolutions believes it is in the best interests of the Company and the
Shareholders to enter into the transactions contemplated in the Merger
Agreement. The following summary sets forth the key terms and provisions of the
Merger. The information contained herein is a summary of the Merger Agreement
which summary was prepared by GoSolutions to assist shareholders in determining
whether to approve the Merger. To the extent of any inconsistency between the
summary contained herein and the Merger Agreement, the terms and provisions of
the Merger Agreement shall govern.

Summary of Terms

Pursuant
to the Merger Agreement, each share of GoSolutions common stock issued
and outstanding immediately prior to the Effective Time, other than shares, if
any, for which appraisal rights have been or will be perfected in compliance
with applicable law, and except for shares cancelled pursuant to Section 1.6(g)
thereof, will by virtue of the Merger and at the Effective Time, and without
further action on the part of any holder thereof, be converted into the right
to receive (i) that number of fully paid and nonassessable shares of VEDO common stock which is equal to the
quotient of 15,707,528 divided by the GoSolutions Fully Diluted Common Shares
(as defined therein), (ii) that number of Escrow Shares (as provided for and
defined therein) which is equal to the quotient of the number of Escrow Shares
released pursuant to Section 11.5.2 divided by the GoSolutions Fully Diluted
Common Shares, and (iii) that number of Penalty Shares, if any, which is equal
to the quotient of the number of Penalty Shares issued pursuant to Section 1.11
divided by the GoSolutions Fully Diluted Common Shares.

Additionally,
pursuant to the Merger Agreement, each share of GoSolutions Class A preferred
stock issued and outstanding immediately prior to the Effective Time, other
than shares, if any, for which appraisal rights have been or will be perfected
in compliance with applicable law, and except for shares cancelled pursuant to
Section 1.6(g) thereof, will by virtue of the Merger and at the Effective Time,
and without further action on the part of any holder thereof, be converted into
the right to receive (i) that number of fully paid and nonassessable shares of VEDO common stock which is equal to the
quotient of 44,292,472 divided by the GoSolutions Fully Diluted Preferred
Shares (as defined therein), (ii) that number of Escrow Shares (as provided for
and defined therein) which is equal to the quotient of the number of Escrow
Shares released pursuant to Section 11.5.2 divided by the GoSolutions Fully
Diluted Preferred Shares, and (iii) that number of Penalty Shares, if any,
which is equal to the quotient of the number of Penalty Shares issued pursuant
to Section 1.11 divided by the GoSolutions Fully Diluted Preferred Shares.

On
or about February 16, 2006, each shareholder of GoSolutions Series B preferred
stock exercised voluntary conversion rights set forth in GoSolutions Amended
and Restated Articles of Incorporation. Accordingly, each share of GoSolutions
Class B preferred stock issued and outstanding was converted into shares of
GoSolutions common stock at a 1:1 ratio.

Each
share of preferred stock and common stock issued and held in GoSolutions
treasury immediately prior to the Effective Time shall cease to be outstanding
and shall be cancelled and retired without payment of any consideration
therefor. No fractional shares shall be issued in the Merger, and all VEDO
shares will be rounded to the nearest whole number.

The
Principal VEDO Stockholders, as defined in the Merger Agreement, who own
approximately 61.6 % of the issued and outstanding capital stock of VEDO prior
to the Merger have agreed to vote their VEDO Common Shares in favor of the
GoSolutions Designee to the VEDO Board of Directors as set

---



forth in the Principal VEDO
Stockholders Voting Agreement.

6,000,000
shares of VEDO common stock to be received by the GoSolutions shareholders
shall be delivered at the Closing into an escrow fund (the Escrow Fund) on
behalf of the GoSolutions shareholders, on a pro rata basis, to secure the
indemnification obligations of GoSolutions pursuant to the Merger Agreement
(the Escrow Shares). Pursuant to the terms of the Merger Agreement, GoSolutions
Equity, LLC shall be appointed as the Shareholder Representative with full
power and authority to act on behalf of the GoSolutions shareholders for
purposes of responding to and coordinating the defense against any Liability
Claims (as defined in the Merger Agreement) which Liability Claims could
reasonably be expected to result in a claim by VEDO against the Escrow Shares.
The Escrow Shares shall be delivered to the GoSolutions shareholders, on a pro
rata basis, or VEDO out of the Escrow Fund in accordance with the terms of the
Escrow Agreement and the Merger Agreement. See Indemnification Obligations of
GoSolutions Shareholders.

The
Board of Directors of the Company has reviewed the Exchange Ratio and believes
that it represents at least the current fair market value of the GoSolutions
common stock and GoSolutions Series A preferred stock. However, the Company has
not retained any outside valuation experts to determine whether the proposed
conversion is fair from a financial standpoint. Therefore, GoSolutions Shareholders should carefully consider whether
the conversion of common stock and preferred stock represents the current fair
value of their stock.

All
GoSolutions Stock Options will be exercised or cancelled at or prior to the Effective
Time as a condition to closing. It is anticipated that outstanding GoSolutions
Options will be converted into 655,000 shares of GoSolutions common stock prior
to the Merger.

Registration Rights Agreement/Trading
Restrictions

The
shares of VEDO common stock issued in the Merger, although subject to certain
registration rights are restricted securities and have not been registered
under the Securities Act. Accordingly, each VEDO common stock certificate
issued to GoSolutions shareholders in the Merger shall have a restrictive
legend pursuant to Rule 144. The Merger Agreement and Registration Rights
Agreement provide that VEDO shall use its best efforts to file a registration
statement on or before May 15, 2006 covering the resale of the VEDO common
stock issued at Closing. If the Registration Statement has not been declared
effective on or before December 31, 2006, VEDO shall be required to issue on a
pro rata basis to all GoSolutions Shareholders an additional 2,000,000 shares
of VEDO common stock (the Initial Penalty Shares). For each calendar month
beginning in January 2007, until such time as the Registration Statement has
been declared effective, VEDO shall issue 200,000 shares (and pro rata for each
partial month thereafter) of VEDO common stock (the Additional Penalty
Shares). The total amount of Penalty Shares and Additional Penalty Shares
shall in no event exceed 3,200,000 shares. Issuance of any Penalty Shares shall
be subject to piggyback registration rights. In addition, the Large Block
Stockholders of GoSolutions have agreed not to dispose of the VEDO common
stock received in the Merger until January 1, 2007, assuming the registration
of the VEDO common stock is declared effective prior to that date. Other
GoSolutions Stockholders are not subject to the Lock Up Agreement, and will be
able to dispose of their shares VEDO common stock received in the Merger upon
the earlier of the Registration Statement being declared effective, or pursuant
to provisions of Rule 144.

Principal VEDOs Stockholders Voting
Agreement

Certain
of the VEDO Stockholders who own approximately 61.6% of the issued and
outstanding common stock of VEDO have entered into an agreement which provides
that such Stockholders will vote their VEDO Shares in favor of the GoSolutions
Designee to the VEDO Board of Directors in accordance with the terms of the
Merger Agreement. The obligations of VEDO and the Principal VEDO

---



Stockholders
under the Voting Agreement shall terminate at such time as the Principal
GoSolutions Stockholders sell more than seventy percent (70%) of VEDO common
stock held by such stockholders on or prior to the Closing Date. As of this
date, the Principal GoSolutions Stockholders have not identified the
GoSolutions Designee.

Representations and
Warranties of GoSolutions

As
a condition of Closing, GoSolutions shall represent and warrant certain facts
to be true and correct. Such representations and warranties include statements
regarding the Companys (1) organization and good standing; (2) power,
authorization and validity; (3) capitalization; (4) subsidiaries; (5)no violation of existing agreements;
(6) litigation; (7) taxes; (8) financial statements; (9) title to properties;
(10) absence of certain changes; (11) contracts; (12) no consent required, no
restrictions; (13) intellectual property; (14) compliance with law; (15)
certain transactions and agreements; (16) employees, ERISA, and other
compliance; (17) inventories; (18) receivables; (19) orders, commitments, and
returns; (20) relations with suppliers and customers; (21) product liability
claims; (22) warranties; (23) corporate documents; (24) no brokers; (25)
disclosure; (26) books and records; (27) insurance; (28) environmental matters;
and (29) no knowledge of misrepresentations or omissions. To the extent that a
Loss (as defined in the Merger Agreement) occurs as a result of a material
breach of any of these representations and warranties, VEDO shall have the
right to be indemnified by GoSolutions for any such Loss incurred arising from
any material inaccuracy of any representation or warranty of GoSolutions or a
material breach of any covenant or agreement of GoSolutions set forth in the
Merger Agreement. See Indemnification Obligations of GoSolutions.

Indemnification
Obligations of GoSolutions/Escrow Agreement

GoSolutions
agrees to indemnify and hold VEDO and its directors, officers, successors and
assigns harmless from and against all liability, loss, cost or expense,
including, without limitation, reasonable attorneys fees, expenses and costs
of litigation, which any such parties may, directly or indirectly, sustain by
reason of any (i) material inaccuracy of any representation or warranty of
GoSolutions; (ii) the material inaccuracy of any certificate or Schedule to the
Merger Agreement delivered by GoSolutions to VEDO in accordance with the
provisions hereof; or (iii) the material breach of any of the agreements or
covenants of GoSolutions contained therein or in any certificate or other
document delivered by or on behalf of GoSolutions to VEDO. Notwithstanding the
foregoing, the parties agree that GoSolutions shall not provide any
indemnification to VEDO regarding any liability arising out or related to any
claims by Parus Holdings, Inc. or its assignee, alleging infringement by
GoSolutions of one or more patents issued to, or owned by, Webley Systems,
Inc., or its assignee, or for any Loss to the extent that the existence of such
liability, breach, or falsity of the representation upon which such liability
would be based, is disclosed with reasonable particularity in the Schedules to
the Merger Agreement or is otherwise disclosed in a written notice to VEDO
prior to Closing. To the extent that an indemnified Loss occurs, VEDO shall be
entitled to recover from the Escrow Fund, subject to the Claim Threshold, as
defined in the Merger Agreement, for any Loss by canceling shares held in
escrow in an amount equal to the indemnified Loss. The value of the Escrow
Shares for purposes of any such claims is $0.15 per share.

Pursuant
to the Merger Agreement, at the Effective Time, VEDO, Merger Sub, the Company,
the Shareholder Representative (as defined in the Merger Agreement) on behalf
of the GoSolutions shareholders, and the Escrow Agent shall execute the Escrow
Agreement, and VEDO shall deposit with the Escrow Agent the Escrow Shares to be
held by the Escrow Agent in Escrow and administered in accordance with the
Escrow Agreement. The Escrow Agent shall administer the Escrow Shares, on
behalf of VEDO, Merger Sub, Company and the GoSolutions shareholders, for the
purposes of securing the indemnification obligations of GoSolutions in the
event VEDO suffers Losses as a result of any breach of a representation or
warranty made by GoSolutions pursuant to the Merger Agreement. VEDO will not be
entitled to make a claim against the Escrow Shares until such Losses, if any,
exceed $150,000. Any

---



Escrow Shares
remaining in the Escrow Fund shall be released by the Escrow Agent directly to
the GoSolutions shareholders no later than January 10, 2007. No other VEDO
common stock to be issued to the GoSolutions shareholders pursuant to the
Merger Agreement will be subject to the indemnification provisions of the
Merger Agreement, and other than the Escrow Shares, no other shares of VEDO
common stock issued pursuant to the Merger Agreement will be escrowed.

Closing Conditions

The
respective obligations of each party to the Merger Agreement to effect the
Merger shall be subject to the satisfaction at or prior to the Effective Time
of the following conditions:

| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | The
  representations and warranties of VEDO set forth in Article 3 (as qualified
  by the VEDO Disclosure Schedules) shall be true and accurate in every
  material respect on and as of the Closing with the same force and effect as
  if they had been made at the Closing, except for changes contemplated by this
  Agreement and except for those representations and warranties that address
  matters only as of a particular date (which shall remain true and correct as
  of such particular date);                                                                                                                                                                                                                                                          
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (ii)  | VEDO shall
  have performed and complied in all material respects with all of its
  covenants contained in;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (iii) | There will
  not have occurred any event which has a Material Adverse Effect on VEDO,
  whether or not such event causes or results in a breach of any representation,
  warranty or covenant in this Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (iv)  | There will
  not be issued or enacted or adopted, or threatened in writing by any court,
  agency or other governmental body, any order, decree, temporary, preliminary
  or permanent injunction, legislative enactment, statute, rule, regulation,
  action or proceeding, or any judgment or ruling that prohibits or renders
  illegal or imposes limitations on the Merger or any other transaction
  contemplated by this Agreement or any VEDO Ancillary Agreement. No litigation
  or proceeding will be threatened or pending with the probable effect of
  enjoining or preventing the consummation of the Merger or any of the other
  transactions contemplated by this Agreement, or which would be reasonably
  expected to have a Material Adverse Effect;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | (v)   | There shall
  have been obtained at or prior to the Closing Date such permits or
  authorizations, and there shall have been taken such other action, as may be
  required to consummate the Merger by any legal or regulatory requirements or
  authority having jurisdiction over the parties and the actions herein
  proposed to be taken, including but not limited to requirements under
  applicable federal and state securities laws; and                                                                                                                                                                                                                                                                                                                       

Furthermore,
the obligation of VEDO and Merger Sub to effect the Merger is subject to the
satisfaction of the following additional conditions (among others), unless
waived by VEDO:

| |      |                                                                                                                                                                                                                                                                                                                                                                                           
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)  | This
  Agreement and each of the GoSolutions Ancillary Agreements, and each of the
  transactions contemplated hereby and thereby, will have been duly and validly
  approved and adopted by the GoSolutions Stockholders in accordance with
  GoSolutionss Amended and Restated Articles of Incorporation and Bylaws and
  other charter documents, each as amended, and applicable law.
| |      |                                                                                                                                                                                                                                                                                                                                                                                           
| | (ii) | All
  GoSolutions Stock Options shall have been exercised or terminated as of the
  Closing.                                                                                                                                                                                                                                                                                              

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| |        |                                                                                                                                                                                                                                                                                                                              
| | ------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |        | All holders
  of Class A Preferred and Class B Preferred shall have exercised their
  conversion rights with respect to such shares.                                                                                                                                                                                         
| |        |                                                                                                                                                                                                                                                                                                                              
| | (iii)  | VEDO shall
  have received the resignations, effective as of the Closing, of all the
  directors and officers of GoSolutions (but with respect to the officers, not
  their employment with GoSolutions), except for such persons as shall have
  been designated in writing prior to the Closing by VEDO.                   
| |        |                                                                                                                                                                                                                                                                                                                              
| | (iv)   | Each of Thor
  Bendickson, Shaun Pope and Fred Burris shall have entered into new employment
  agreements with GoSolutions.                                                                                                                                                                                                  
| |        |                                                                                                                                                                                                                                                                                                                              
| | (v)    | The Large
  Block Shareholders shall have entered into a lock-up agreement pursuant to
  which each such shareholder will agree not to sell VEDO common stock issued
  pursuant to the Merger Agreement during the period beginning on the Closing
  Date and ending on December 31, 2006.                                   
| |        |                                                                                                                                                                                                                                                                                                                              
| | (vi)   | GoSolutions
  shall have delivered to VEDO a certificate signed on behalf of GoSolutions by
  its Chief Executive Officer identifying each of the holders of GoSolutions
  common stock and GoSolutions Series A preferred stock as of the Effective
  Time, including the name of the holders and the number of shares held.
| |        |                                                                                                                                                                                                                                                                                                                              
| | (vii)  | GoSolutions
  shall have delivered, and VEDO shall have accepted, the GoSolutions closing
  balance sheet dated as of December 31, 2005.                                                                                                                                                                                     
| |        |                                                                                                                                                                                                                                                                                                                              
| | (viii) | At the
  Effective Time, GoSolutions shall have negative working capital of not
  greater than ($1,370,000).                                                                                                                                                                                                                 

Moreover, the obligations of
VEDO to effect the Merger are subject to the satisfaction of the following
additional conditions (among others), unless waived by VEDO, that the
transactions contemplated by the Merger Agreement have been approved by VEDOs
Board of Directors.

Closing Date of
Merger; Effective Time of Merger

The
closing of the transactions contemplated by the Merger Agreement (the
Closing) shall take place at 3:00 p.m., Florida time, at the offices of
Johnson, Pope, Bokor, Ruppel & Burns, LLP., 911 Chestnut Street,
Clearwater, FL 33756 on February 28, 2006, or at such other time, date and
location as the parties to the Merger Agreement agree (the Closing Date). The
parties to the Merger Agreement shall cause the Merger to be consummated by
filing the Certificate of Merger with the Secretary of State of the State of
Florida, in accordance with the relevant provisions of Florida law. The Merger
shall become effective immediately upon the filing of the Certificate of Merger
with the Secretary of State of the State of Florida (the Effective Time).

Exchange of Stock
Certificates

As
of the Effective Time, all shares of GoSolutions common stock and GoSolutions
Series A preferred stock that are outstanding immediately prior thereto will,
by virtue of the Merger and without further action, cease to exist and will be
converted into the right to receive from VEDO the number of shares of VEDO
common stock each GoSolutions shareholder is entitled to receive pursuant to
the Merger Agreement. As soon as practicable after the Effective Time, each
holder of shares of GoSolutions common stock or Series A preferred stock that
are not GoSolutions Dissenting Shares will surrender (i) the certificate(s)
representing such shares, duly endorsed as requested by VEDO, to VEDO for
cancellation at the Effective Time, or (ii) if such certificate(s) has been
lost, stolen or destroyed, an affidavit of lost certificate and an indemnity in
form and substance reasonably satisfactory to VEDO and

---



its transfer
agent. In addition, prior to the issuance of any VEDO stock certificates, each
GoSolutions shareholder must execute the Stockholder Consent Signature Page,
Investor Questionnaire, Letter of Transmittal, Shareholder Release or such
other documents as may be required by VEDO and its counsel. Promptly after the
Effective Time and receipt of such documents, VEDO will issue to each tendering
holder a certificate for the number of shares of VEDO common stock to which
such holder is entitled.

No
dividends or distributions payable to holders of record of VEDO common stock
after the Effective Time will be paid to the holder of any unsurrendered
GoSolutions Certificate(s) until such holder surrenders such GoSolutions
Certificate(s), the Affidavit and other related documents. Subject to the
effect, if any, of applicable escheat and other laws, following surrender of
any GoSolutions Certificate or the Affidavit, there will be delivered to the
person entitled thereto, without interest, the amount of any dividends and
distributions paid with respect to VEDO common stock so withheld as of any date
subsequent to the Effective Time and prior to such date of delivery.

All
VEDO common stock delivered upon the surrender of GoSolutions common stock and
GoSolutions Series A preferred stock in accordance with the terms hereof will
be deemed to have been delivered in full satisfaction of all rights pertaining
to such GoSolutions common stock and GoSolutions Series A preferred stock.
There will be no further registration of transfers on the stock transfer books
of GoSolutions of the GoSolutions common stock or GoSolutions Series A
preferred stock. If, after the Effective Time, GoSolutions Certificates or
Affidavits are presented for any reason, they will be canceled and exchanged.
Except with respect to GoSolutions Dissenting Shares, GoSolutions Certificates
outstanding prior to the Merger are surrendered, such certificates will be
deemed, for all purposes, to evidence ownership of the number of shares of VEDO
Stock into which the GoSolutions common stock and GoSolutions Series A
preferred stock will have been converted.

Expenses

In
the event the Merger is not consummated, all expenses incurred in connection
with the Merger and the Merger Agreement shall be the obligation of the party
incurring such expenses.

Indemnification
Obligations of VEDO

VEDO
agrees to indemnify and hold GoSolutions and its directors, officers,
shareholders, successors and assigns harmless from and against all liability,
loss, cost or expense, including, without limitation, reasonable attorneys
fees, expenses and costs of litigation, which any such parties may, directly or
indirectly, sustain by reason of any (i) material inaccuracy of any
representation or warranty of VEDO; (ii) the inaccuracy of any certificate or
Schedule to the Merger Agreement delivered by VEDO to GoSolutions in accordance
with the provisions hereof; or (iii) the material breach of any of the
agreements or covenants of VEDO contained therein or in any certificate or
other document delivered by or on behalf of GoSolutions to VEDO.
Notwithstanding the foregoing, the parties agree that VEDO shall not provide
any indemnification to GoSolutions regarding any liability arising out or
related to any claims by Audio Fox or its assignee, alleging infringement by
VEDO of one or more patents issued to, or owned by, Audio Fox, or its assignee.
The maximum aggregate liability of VEDO or indemnification claims by
GoSolutions shall not exceed the aggregate value of $900,000 and shall be
payable solely in shares of VEDO common stock. The value of VEDO common stock
that is issuable pursuant to indemnification claims, shall be determined as of
the date such shares are issued. VEDOs indemnification obligations shall
terminate in accordance with the provisions of Section 11.1 of the Merger
Agreement.

Termination of
Merger Agreement

The
Merger Agreement may be terminated and the Merger abandoned at any time prior
to the Effective Time under any of the following circumstances:

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| |       |                                                                                                                                                                                                                                                                                                                                                                                                                      
| | ----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (i)   | by mutual
  written consent of the Company and VEDO;                                                                                                                                                                                                                                                                                                                                                                 
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (ii)  | by either
  VEDO or the Company if (i) the other has committed a material breach of (a)
  any of its representations and warranties or (b) any of its covenants, and
  (ii) has not cured such material breach within ten (10) business days after
  the party seeking to terminate this Agreement has given the other party
  written notice of the material breach and its intention to terminate this
  Agreement;
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (iii) | a court of
  competent jurisdiction or other Governmental Authority shall have issued a
  nonappealable final order, decree or ruling or taken any other action, in
  each case having the effect of permanently restraining, enjoining or
  otherwise prohibiting the Merger;                                                                                                                                       
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (iv)  | in order to
  accept a Superior Proposal provided that the terminating party has not
  breached its obligations thereof;                                                                                                                                                                                                                                                                                             
| |       |                                                                                                                                                                                                                                                                                                                                                                                                                      
| | (v)   | by any party
  to the Merger Agreement if: (i) the Closing has not occurred by March 31,
  2006;                                                                                                                                                                                                                                                                                                                     

Certain Federal
Income Tax Consequences of the Merger

The
discussion set forth below of the federal income tax consequences of the Merger
is for general information only and does not purport to consider all aspects of
federal income taxation that may be relevant to stockholders. The consequences
to any particular stockholder may differ depending upon the stockholders own
circumstances and tax position. In addition, certain stockholders who acquired
their shares upon the exercise of employee stock options, under employee stock
purchase plans or otherwise as compensation may be subject to special rules.
The discussion does not consider the effect of any applicable foreign, state or
local tax laws. Each stockholder is urged to consult his own tax adviser as to
the particular tax consequences of the Merger to such stockholder, including
the application of state, local and foreign tax laws.

The
Merger has been structured to qualify as a tax-free reorganization under
Section 368(a)(2)(E) of the Internal Revenue Code of 1986, as amended (the
Code). Accordingly, subject to the possibility (discussed in the following
paragraphs) that post-Merger sales of VEDO stock by former GoSolutions
stockholders will cause the Merger to fail to qualify as a tax-free
reorganization, GoSolutions stockholders should recognize no taxable gain or
loss upon the exchange of GoSolutions stock for VEDO stock pursuant to the
Merger. In general, the GoSolutions stockholders tax basis in the VEDO stock
they receive in the Merger should be equal to their former tax basis in their
GoSolutions stock. This discussion assumes that a GoSolutions stockholder does
not elect to receive any cash as part of the Merger consideration. To the
extent cash is received, such cash will be treated as boot and shall be
subject to taxation. These GoSolutions stockholders who receive boot must
recognize gain equal to the lesser of the amount of boot received or the amount
of gain realized. The character of this gain will depend upon the results of a
hypothetical post-reorganziation redemption by these GoSolutions stockholders
of newly-acquired VEDO common stock equal in value to the boot received in the
Merger. The hypothetical redemption will then be tested under the principles of
Section 302 of the Code.

In
order to qualify as a tax-free reorganization, the GoSolutions stockholders, as
a group, must satisfy the so-called continuity of shareholder interest
requirement. The Internal Revenue Service (IRS) may take the position that if
the holders of more than 50% of the GoSolutions stock have a fixed intention at
the time of the Merger to sell the VEDO stock received in the Merger within a
relatively short period after the Merger (e.g., one year), the continuity of
stockholder interest requirement is not met. The IRS may point to the fact that
VEDO has agreed to register all GoSolutions shares issued in the Merger and to
the level of actual sales of VEDO shares by GoSolutions stockholders as
evidence that such

---



intention to
sell existed at the time of the Merger. If the Merger fails to qualify as a
tax-free reorganization, all of the GoSolutions stockholders (including
stockholders who did not make or intend to make post-Merger sales) would be
required to recognize gain or loss equal to the difference between their tax
basis in the GoSolutions stock and the fair market value of the VEDO stock they
receive in the Merger. In this event, the GoSolutions stockholders tax basis
in the VEDO stock they receive in the Merger would be equal to the fair market
value of such stock at the time of the Merger.

In
addition, the quantitative aspect of the continuity interest doctrine also
looks at the percentage of VEDO stock received in the Merger as opposed to
cash. The GoSolutions stockholders must acquire a definite and substantial
interest in VEDO and the VEDO stock must represent a material part of the
consideration transfer in the Merger in order to satisfy the continuity of
interest doctrine and preserve the tax-free status of the Merger. In order to
receive an IRS letter ruling, at least 50% of the consideration must consist of
VEDO stock. However, courts have found reorganizations to exist where the value
of the equity portion of the overall consideration given by the acquirer has
been as low as 25% or 38%.

THE
FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY. EACH STOCKHOLDER IS URGED TO CONSULT SUCH STOCKHOLDERS OWN
TAX ADVISER TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO SUCH STOCKHOLDER
INCLUDING THE APPLICABILITY AND EFFECT OF FOREIGN, STATE AND LOCAL TAX LAWS) OF
THE MERGER. NEITHER VEDO, GOSOLUTIONS OR THEIR RESPECTIVE COUNSEL MAKE ANY TAX
REPRESENTATION OR WARRANTY REGARDING THE TAX EFFECTS OF THE MERGER TO ANY
STOCKHOLDER.

IRS Circular 230
Notice: No person or entity may use any tax information contained in these
disclosure documents or any attachment hereto (i) to avoid any penalty under
federal tax law or (ii) to promote, market or recommend any purchase,
investment or other action.

COMPARISON
OF CAPITAL STOCK/SHAREHOLDER RIGHTS

Description of
GoSolutions Capital Stock

GoSolutions
is authorized to issue 80,000,000 shares of common stock, $0.001 par value, and
20,000,000 shares of preferred stock, $0.001 par value, 3,980,000 of which are
undesignated, 15,000,000 of which are designated as Series A Convertible
preferred stock and 1,020,000 of which are designated as Series B Convertible
preferred stock.

GoSolutions Common
Stock

As
of February 16, 2006, there were 6,381,775 shares of common stock outstanding
which were held of record by 35 shareholders. There are 5,000,000 shares of
common stock of GoSolutions reserved for future awards to key employees,
consultants, directors and other individuals who contribute to the management,
operation or profitability of GoSolutions, pursuant to any arrangement approved
by the Board of Directors in connection with the GoSolutions 2001 Stock
Incentive Plan. Of such reserved shares, 655,000 of the shares have been issued
as of February 16, 2006 as options to employees.

The
holders of common stock are entitled to one vote per share on all matters to be
voted upon by the shareholders. Subject to preferences that may be applicable
to any outstanding preferred stock, the holders of common stock are entitled to
receive ratably such dividends, if any, as may be declared from time to time by
the Board of Directors out of funds legally available for that purpose. In the
event of the liquidation, dissolution or winding up of GoSolutions, the holders
of common stock are entitled to share ratably in all assets remaining after
payment of liabilities, subject to prior distribution rights of preferred

---



stock then
outstanding. There are no redemption or sinking fund provisions applicable to
the common stock. The holders of common stock have no conversion rights or
other subscription rights and no preemptive rights, which means the holders of
more than half of the shares voting for the election of directors can elect all
the directors then being elected.

Series A preferred
stock

GoSolutions
is authorized to issue 15,000,000 shares of its Series A preferred stock,
10,000,000 of which are outstanding as of February 16, 2006.Voting
Rights. Except with respect to voting for directors, holders of
Series A preferred stock are entitled to vote, on the basis of one vote for
each share of common stock issuable upon conversion of such Series A preferred
stock, with the holders of common stock (and any other class or series of
capital stock having general voting powers) as a single class on all matters
upon which shareholders have the right to vote. Liquidation Rights. In the
event of any liquidation, dissolution or winding up of the affairs of
GoSolutions or other event deemed to be a liquidation, holders of Series A preferred
stock are entitled to receive out of the assets of GoSolutions legally
available for distribution before any distribution or payment is made to
holders of common stock or other junior stock an
amount per share for the Series A preferred stock equal to 33.10 times the
conversion price set forth in the amended and restated articles of
incorporation of GoSolutions (currently $.01 per share, but subject to
adjustment). Conversion Rights. Holders of Series A
preferred stock may voluntarily convert their shares to the common stock of
GoSolutions from time to time at the conversion rate then in effect. In the
case of a consolidation or merger of GoSolutions with or into any other
corporation, or in case of any sale or transfer of substantially all the assets
of GoSolutions, a holder of Series A preferred stock will be entitled to
receive on conversion the consideration which the holder would have received
had he or she converted immediately prior to the occurrence of the event.

Holders
of Series A preferred stock have the option to convert their shares into shares
of common stock at a one-for-one ratio. The conversion rate is subject to
adjustment in the event that any additional common stock, other than Excluded
Stock (as defined below) or other shares convertible into common stock, are
issued for a per share price less than the particular series conversion price.
Excluded Stock means (a) shares of common stock issued upon conversion of
Series A and or Series B at anytime outstanding; (b) shares of
common stock issuable or issued upon the exercise of stock options pursuant to
the Companys 2001 Incentive Stock Plan; and (c) shares of common stock
granted to officers or directors as compensation, provided such grants are
approved by the Board. Series A preferred stock will automatically convert
into shares of common stock, based on the conversion rate then in effect upon
the closing of a firm underwritten public offering, covering the offering and
sale of the Companys common stock at a public offering price (prior to
underwriter commissions and discounts) at a per share price of at least $1.00
or gross proceeds at least which equal or exceed $25,000,000.

Series B preferred
stock

GoSolutions
is authorized to issue 1,020,000 shares of Series B preferred stock of which
none are issued and outstanding as of February 16, 2006 and 3,980,000 shares of
undesignated Preferred shares, of which none are issued and outstanding as of
February 16, 2006.

Holders
of Series B preferred stock have the option to convert their shares into shares
of common stock at a one-for-one ratio. The conversion rate is subject to
adjustment in the event that any additional common stock, other than Excluded
Stock (as defined below) or other shares convertible into common stock, are
issued for a per share price less than the particular series conversion price.
Excluded Stock means (a) shares of common stock issued upon conversion of
Series B and or Series B at anytime outstanding; (b) shares of common
stock issuable or issued upon the exercise of stock options pursuant to the
Companys 2001 Incentive Stock Plan; and (c) shares of common stock
granted to officers or directors as compensation, provided such grants are
approved by the Board. Series B preferred stock will automatically convert into
shares of common stock, based on the conversion rate then in effect upon the

---



closing of a
firm underwritten public offering, covering the offering and sale of the
Companys common stock at a public offering price (prior to underwriter
commissions and discounts) at a per share price of at least $1.00 or gross
proceeds at least which equal or exceed $25,000,000.

Description of
VillageEDOCS Capital Stock

The
following description of VEDO capital stock and provisions of its articles of
incorporation and bylaws, each as amended, is only a summary. VEDOs authorized
capital stock consists of 400,000,000 shares of common stock, no par value and
48,000,000 shares of Series A Convertible preferred stock, par value $0.001. As
of February 2, 2006, there were 99,167,526 shares of common stock and
13,500,000 shares of Series A Convertible preferred stock, issued and
outstanding.

Common Stock

Holders
of VEDO common stock are entitled to one vote for each share held on all matters
submitted to a vote of VEDO shareholders. Holders of VEDO common stock are
entitled to receive dividends ratably, if any, as may be declared by the board
of directors out of legally available funds, subject to any preferential
dividend rights of any outstanding preferred stock. Shares of preferred stock
currently outstanding do not have dividend rights. Upon VEDO liquidation,
dissolution or winding up, the holders of VEDO common stock are entitled to
receive ratably VEDO net assets available after the payment of all debts and
other liabilities and subject to the prior rights of any outstanding preferred
stock. Holders of VEDO common stock have no preemptive, subscription,
redemption or conversion rights. The outstanding shares of common stock are fully
paid and nonassessable. The rights, preferences and privileges of holders of
VEDO common stock are subject to, and may be adversely affected by, the rights
of holders of shares of VEDO preferred stock and any series of preferred stock
which we may designate and issue in the future without further shareholder
approval.

Preferred stock

VEDO
has created a class of preferred stock to fulfill VEDOs obligation to Barron
Partners, LP. VEDO Series A preferred stock has no voting rights and is not
entitled to dividends. Upon any liquidation, dissolution or winding-up of VEDO,
whether voluntary or involuntary, the holders of Series A preferred stock shall
be entitled to receive out of the assets of VEDO an amount equal to $0.05 per
share before any distribution or payment shall be made to the holders of VEDO
common stock. Each share of Series A preferred stock is convertible into one
share of VEDO common stock, provided, however, that the Company shall not
effect any conversion of the Series A preferred stock, and the holder shall not
have the right to convert any portion of the Series A preferred stock to the
extent that after giving effect to such conversion, the holder (together with
the holders affiliates), would beneficially own in excess of 4.99% of the
number of shares of VEDO common stock outstanding immediately after giving
effect to such conversion. If VEDO, at any time while the Series A preferred
stock is outstanding: (A) shall pay a stock dividend or otherwise make a
distribution or distributions on shares of its common stock or any other equity
or equity equivalent securities payable in shares of common stock, (B)
subdivide outstanding shares of common stock into a larger number of shares,
(C) combine outstanding shares of common stock into a smaller number of shares,
or (D) issue by reclassification of shares of the common stock any shares of
capital stock of the Company, then the conversion value shall be multiplied by
a fraction of which the numerator shall be the number of shares of common stock
outstanding before such event and of which the denominator shall be the number
of shares of common stock outstanding after such event.

On
April 13, 2005, VEDO issued a convertible note payable to Barron Partners, LP
in the principal amount of $800,000 that is convertible into 16,000,000 shares
of Series A Convertible preferred stock. The convertible promissory note does
not bear interest. The promissory note matured on September 30, 2005 and was
converted into 16,000,000 shares of Series A Convertible preferred stock at

---



a conversion
price of $.05 per share. On October 21, 2005, VEDO accepted a notice from
Barron Partners, LP of its intent to convert 2,500,000 shares of the Series A
Convertible preferred stock into 2,500,000 shares of VEDO common stock. In
addition, VEDO issued two warrants to Barron Partners, LP. One warrant grants
Barron Partners, LP the right to purchase up to 32,000,000 shares of VEDO
convertible preferred stock, which is convertible into shares of common stock
on a one for one basis, at an exercise price of $.10 per share. The second
warrant grants Barron Partners, LP the right to purchase 8,000,000 shares of
VEDO common stock at a price of $.25. The exercise price of the warrants is
subject to the same adjustments and reset provisions as the promissory notes.

Pursuant
to the terms of the note purchase agreement entered into in connection with
issuance of the note and the warrants, Barron Partners, LP has contractually
agreed to restrict its ability to convert or exercise its warrants and receive
shares of VEDO common stock such that the number of shares of common stock held
by it and its affiliates after such conversion or exercise does not exceed
4.99% of the then issued and outstanding shares of common stock.

A
complete copy of the note purchase agreement and related documents were filed
with the SEC as exhibits to VEDO Form 8-K filed on April 19, 2005.

Transfer Agent and
Registrar

The
transfer agent and registrar for VEDO common stock is U.S. Stock Transfer
Corp., 1745 Gardena Ave., Glendale, CA 91204.

Historic Stock Price
Information

Since
January 29, 2002, VEDO common stock has been quoted on the Over-The-Counter
Bulletin Board (OTCBB). The following sets forth the range of high and low
bid quotations for the periods indicated as reported by Nasdaq Trading and
Market Services. Such quotations reflect prices between dealers without retail
mark-up, markdown or commission and may not represent actual transactions.
VEDOs common stock is quoted on the OTCBB under the symbol VEDO. The stock is
thinly traded and transactions in the stock are sporadic and infrequent.
Consequently, the information provided below may not be indicative of VEDO
common stock price under different conditions.

At
August 8, 2005, the high and low price for VEDO common stock was $0.16 and
$0.16, respectively.

|                   |  |          |   |         |  |  |  |   |       |  | 
|------------------ |  | -------- | - | ------- |  |  |  | - | ----- |  | 
|Quarter Ended      |  | High Bid |   | Low Bid | 
|                   |  |          |   |         | 
|March 31, 2004     |  |          | $ | 0.180   |  |  |  | $ | 0.095 |  | 
|                   |  |          |   |         |  |  |  |   |       |  | 
|June 30, 2004      |  |          | $ | 0.190   |  |  |  | $ | 0.110 |  | 
|                   |  |          |   |         |  |  |  |   |       |  | 
|September 30, 2004 |  |          | $ | 0.200   |  |  |  | $ | 0.110 |  | 
|                   |  |          |   |         |  |  |  |   |       |  | 
|December 31, 2004  |  |          | $ | 0.190   |  |  |  | $ | 0.110 |  | 
|                   |  |          |   |         |  |  |  |   |       |  | 
|March 31, 2005     |  |          | $ | 0.165   |  |  |  | $ | 0.125 |  | 
|                   |  |          |   |         |  |  |  |   |       |  | 
|June 30, 2005      |  |          | $ | 0.200   |  |  |  | $ | 0.110 |  | 

The
ninety (90) day moving average of stock price over the last ninety (90) trading
days is $0.1532.

Number of Shareholders

As
of July 31, 2005, there were 335 registered holders of record of VEDOs common
stock.

---



Dividend Policy

VEDO
has never paid a cash dividend on its common stock nor does VEDO anticipate
paying cash dividends on its common stock in the near future. It is the present
policy of VEDO not to pay cash dividends on the common stock but to retain
earnings, if any, to fund growth and expansion. Any payment of cash dividends
on the common stock in the future will be dependent upon VEDOs financial
condition, results of operations, current and anticipated cash requirements,
plan for expansion, as well as other factors the Board of Directors deems
relevant.

Comparison of Rights
of Holders of VEDO and GoSolutions

The
following is a summary of the material differences between the rights of
holders of GoSolutions common stock and the rights of holders of common stock
of VEDO prior to the Merger and of VEDO following the Merger. VEDO is organized
under the laws of the State of California and GoSolutions is organized under
the laws of the State of Florida. As a result, there are differences between
the respective state laws and various provisions in their respective corporate
charters and bylaws. Upon completion of the Merger, holders of GoSolutions
common stock will become shareholders of VEDO (except to the extent any such
holders may be compensated through the exercise of dissenters rights), at which
time their rights will be governed by California law, the Amended Articles of
Incorporation of VEDO and the VEDO bylaws.

This
summary is not intended to be an exhaustive or detailed description of the
provisions discussed. The summary is qualified in its entirety by reference to
the California General Corporation Law and the Florida Business Corporations
Act. See Description of Capital Stock for a summary of a number of other
rights relating to common and preferred stock.

The
material differences that affect the rights and interests of shareholders of
VEDO and GoSolutions are as follows:

Vacancies on the
Board

Florida
law provides that, unless the governing documents control the filling of
vacancies and newly-created directorships, these positions may be filled by a
majority of the remaining directors then in office (though less than a quorum
of the directors). If the articles of incorporation allow any class or classes
of stock to elect one or more directors, vacancies and newly-created
directorships within a class may be filled by a majority of the remaining
directors elected by that class or by the sole remaining director of that
class. If a corporation has no directors in office, then any officer or any
shareholder or any person or entity responsible for a shareholder may call a
special meeting of shareholders, or may apply to the district court for a
decree ordering an election.

California
law provides that, unless the articles of incorporation or bylaws control the
filling of vacancies, including a vacancy created by the removal of a director,
these positions may be filled by approval of the board or, if the number of
directors then in office is less than a quorum, by the unanimous written
consent of the directors then in office, the affirmative vote of a majority of
the directors then in office or a sole remaining director. If the articles or
bylaws do not provide that the board may fill vacancies created by removal,
such vacancies may be filled only by the approval of the shareholders. The
shareholders may elect a director at any time to fill any vacancy not filled by
the directors.

Removal of Directors

Florida
law provides that any director or the entire board may be removed, with or
without cause, by the holders of a majority of the shares then entitled to vote
at an election of directors, unless a larger percentage is specified in the
Articles of Incorporation.

---



California
law provides that any director or the entire board may be removed with or
without cause if the removal is approved by the outstanding shares except that:
(a) no director may be removed, unless the entire board is removed, when the
votes cast against removal, or not consenting in writing to the removal, would
be sufficient to elect the director if voted cumulatively at an election at
which the same total number of votes were cast and the entire number of
directors authorized at the time of the directors most recent election were
then being elected; or (b) when pursuant to the articles of incorporation, the
holders of the shares of any class or series, voting as a class or series, are
entitled to elect one or more directors, any director so elected may be removed
only by the applicable vote of the holders of the shares of that class or
series.

Special Meeting of
Shareholders

Florida
law permits special meetings of shareholders to be called by the board of
directors and such other persons, including shareholders, as provided in the
articles of incorporation or bylaws. GoSolutions Bylaws provide that a special
meeting of shareholders may be called for any purpose by the president or
secretary upon written request of either a majority of the directors or
shareholders holding at least 10% of the issued and outstanding shares entitled
to vote.

California
law permits special meetings of shareholders to be called by the board of
directors, the chairman of the board, the president or the holders of shares
entitled to cast not less than 10% of the votes at the meeting or such
additional persons as provided in the articles of incorporation or bylaws.

Amendment of Articles

Under
Florida law, a corporations board and its shareholders may amend the
corporations articles of incorporation if:

| |   |                                                                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The board of
  directors sets forth the proposed amendment in a resolution, declares the
  advisability of the amendment and directs that it be submitted to a vote at a
  meeting of shareholders; and
| |   |                                                                                                                                                                                                        
| |  | The holders
  of at least a majority of shares of stock entitled to vote thereon approve
  the amendment, unless the articles require the vote of a greater number of
  shares.                        

The Articles
of Incorporation do not, and the Amended Articles of Incorporation will not,
include any limitation to the above provisions nor increase the voting
requirements as to any particular matter.

California
law provides that amendments may be adopted if approved by the corporations
board and approved by the majority of voting outstanding shares, unless the
articles require the vote of a greater number of shares.

Adoption, Amendment
or Repeal of Bylaws

Under
Florida law, holders of a majority of the voting power of a corporation and,
when provided in the articles of incorporation, the directors of a corporation
have the power to adopt, amend and repeal the bylaws of a corporation. The
Articles of Incorporation of GoSolutions include provisions which authorize the
directors to adopt, amend and repeal the bylaws.

Under
California law, bylaws may be adopted, amended or repealed either by approval
of the outstanding shares or by approval of the board, except that certain
changes to the number of directors or changing from a fixed to a variable board
or vice versa may only be adopted by approval of the outstanding shares or, in
the case of reducing the number of directors to a number less than five, the
change may not be adopted if more than one-sixth of the shares entitled to vote
oppose the action.

---



Voting Rights in
Connection with Certain Business Combinations

Under
Florida law a merger agreement, consolidation or disposition of all or
substantially all of a corporations assets must be adopted by a resolution of
the board and approved by the holders of a majority of the outstanding voting
stock.

Under
California law a merger agreement, sale or transfer of all or substantially all
of a corporations assets must be approved by the board of directors and
approved by the holders of a majority of the outstanding voting stock.

Florida
law includes provisions relating to acquisition of controlling interest and
combinations with interested shareholders. These provisions would apply to and
limit transactions that involve a change of control or a transaction with a
shareholder which acquired a controlling interest within the last three years,
unless the board of directors consents to the transaction.

California
law does not have such a provision.

Preemptive Rights

Florida
law provides that shareholders of corporations organized before 1991 shall have
the preemptive right to purchase additional securities of the corporation
unless the articles of incorporation expressly denies such right. GoSolutions
Articles do not grant preemptive rights.

Under
California law, the articles of incorporation may specifically grant preemptive
rights to shareholders. The Articles of Incorporation of VEDO do not give
shareholders the preemptive right to purchase additional securities.

Voting Rights -
Cumulative Rights

Each
holder of GoSolutions common stock is entitled, and each holder of VEDO common
stock will be entitled, to one vote for each share and shareholders may not
cumulative votes for the election of directors. In connection with any issuance
of preferred stock, the board of directors is and will be authorized to
establish such voting and other rights in connection with designating the
rights and privileges of preferred stock as may be deemed appropriate by the
board of directors.

Under
California law, except for cumulative voting on directors and except as
otherwise provided in the articles of incorporation, each outstanding share is
entitled to one vote on each matter submitted to a vote of shareholders. Each
holder of VEDO common stock is entitled to one vote for each share, and VEDO
shareholders are entitled to cumulate their votes for the election of
directors. Thus, a VEDO shareholder may cast a number of votes equal to the
number the shareholders shares would otherwise be entitled to, multiplied by
the number of directors to be elected.

Appraisal Rights

Under
Florida law a holder of any class is entitled to dissent from, and obtain
payment of the fair value of his/her shares in the event of a merger requiring
approval by shareholders and the holder is entitled to vote on the merger, or
if the corporation is a subsidiary corporation of, and is merged with, its
corporate parent under certain circumstances, or if the corporation is party to
a plan of exchange and the shareholders interest in the corporation will be
acquired, if the shareholder is entitled to vote on the plan of exchange. Also,
a shareholder may be entitled to dissent to any corporate action taken pursuant
to a vote of shareholders to the extent that the articles of incorporation,
bylaws or a resolution of the board of directors provides that shareholders are
entitled to dissent and obtain payment for their shares.

---



Under
California law, each shareholder entitled to vote on a merger may require the
corporation to purchase for cash at their fair market value the shares owned by
the shareholder. The shares must qualify as dissenting shares, and except for
certain express limitations, holders of dissenting shares continue to have all
the rights and privileges incident to their shares until the fair market value
of their shares is agreed upon with the corporation or determined by a court
through appointment of one or more impartial appraisers.

Limitation of Personal Liability of Directors

Florida
law provides that a corporations charter may include a provision limiting the
personal liability of a director to the corporation or a shareholder for
monetary damage for breach of fiduciary duty as a director, provided that no
such provision can eliminate or limit the liability of a director for:

| |   |                                                                                                                           
| | - | --------------------------------------------------------------------------------------------------------------------------
| |  | the breach of the directors duty of loyalty to the
  corporation or its shareholders;                                    
| |   |                                                                                                                           
| |  | acts or omissions not in good faith or which involve
  intentional misconduct or a knowing violation of the law;          
| |   |                                                                                                                           
| |  | willful or negligent violation of the laws governing
  the payment of dividends or the purchase or redemption of stock; or
| |   |                                                                                                                           
| |  | any transaction from which the director derives an
  improper personal benefit.                                           

The Articles of Incorporation of GoSolutions include
provisions which expressly limit the personal liability of directors as
permitted by law.

California
law provides that a corporations articles of incorporation may include
provisions eliminating or limiting the personal liability of directors for
monetary damages for a breach of a directors duties to the corporation and its
shareholders and authorizing the indemnification of corporate agents; provided
that such provisions may not eliminate or limit the liability of directors for:

| |   |                                                                                                                                                                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | acts or omissions that involve intentional
  misconduct or a knowing and culpable violation of law;                                                                                                                                                                                                              
| |   |                                                                                                                                                                                                                                                                                                                  
| |  | acts or omissions that a director believes to be
  contrary to the best interests of the corporation or its shareholders or that
  involve the absence of good faith on the part of the director;                                                                                                                
| |   |                                                                                                                                                                                                                                                                                                                  
| |  | any transaction from which a director derived an
  improper personal benefit;                                                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                  
| |  | acts or omissions that show a reckless disregard for
  the directors duty to the corporation or its shareholders in which the
  director was aware, or should have been aware, in the ordinary course of
  performing a directors duties, of a risk of serious injury to the
  corporation or its shareholders;
| |   |                                                                                                                                                                                                                                                                                                                  
| |  | acts or omissions that constitute an unexcused
  pattern of inattention that amounts to an abdication of the directors duty
  to the corporation or its shareholders;                                                                                                                                           
| |   |                                                                                                                                                                                                                                                                                                                  
| |  | certain contracts in which a director has a material
  financial interest; or                                                                                                                                                                                                                                    
| |   |                                                                                                                                                                                                                                                                                                                  
| |  | corporate actions involving certain distributions or
  loans to shareholders.                                                                                                                                                                                                                                    

---



The Articles of Incorporation of VEDO include
provisions which expressly eliminate the personal liability of directors to the
fullest extent permitted by California law and which authorize the
indemnification of agents of the corporation in excess of the indemnification
expressly permitted by California law.

Options and Warrants

VEDO
presently has issued and outstanding warrants entitling holders to purchase up
to 55,566,000 shares of common stock, and present and former employees of VEDO
hold options entitling the holders to purchase up to an additional 27,184,670
shares at exercise prices ranging from $0.10 to $2.50. Outstanding VEDO options
and warrants will not be modified as a result of the Merger and present holders
who continue to have the right to purchase common stock of VEDO on the same
terms and subject to the same conditions as are applicable prior to the Merger.

GoSolutions
presently has outstanding options to purchase up to a total of 655,000 shares
of GoSolutions common stock at exercise prices ranging from $0.01 to $0.25. Prior
to the Merger, all GoSolutions outstanding options will be canceled and
GoSolutions options will be converted into 655,000 shares of GoSolutions common
stock.

OVERVIEW OF THE COMPANIES

The
discussion in this proxy statement/prospectus contains forward-looking
statements which involve risks and uncertainties. The actual results of
GoSolutions and/or VEDO could differ materially from those discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include, without limitation, those discussed in this section and
the sections entitled Risk Factors, as well as those discussed elsewhere in
this proxy statement/prospectus.

Business of VillageEDOCS

VillageEDOCS
(VEDO) is incorporated in the State of California. VEDO was originally
incorporated in 1995 in Delaware as SoftTek, Inc. In August 1997, the name was
changed to SoftTek Technologies Inc. and reincorporated in California. In 1999
the name was changed to VillageFax.com, Inc., and then, as of July 11, 2000, to
VillageEDOCS. Until late 1998, VEDO provided product marketing services and fax
server products, which were discontinued in 1998. During 1998 to 2003, our
exclusive line of business was the provision of worldwide, Internet-based,
business-to-business fax services. In 2003 VEDO made the decision to accelerate
their growth by actively seeking out and pursuing opportunities to acquire
businesses that provide complementary and strategic document management
technologies, greater market penetration, new revenue streams, or new sales
channels for their current service offerings. On February 17, 2004 VEDO
acquired Tailored Business Systems, Inc., (TBS) a company that has designed,
produced, installed, provided and supported computer software systems and
services for the governmental sector since 1973. During 2004 and in connection
with the plan to expand the operations of VEDO through additional acquisitions,
we formed MessageVision, Inc. (MessageVision or MVI) and transferred to it
the operations of the fax service. Effective April 1, 2005, VEDO acquired
Phoenix Forms, Inc. d/b/a Resolutions (PFI, Resolutions). Resolutions
provides products for document management, archiving, document imaging,
imaging software, document scanning, e-mail archiving, document imaging
software, electronic forms, document archiving, and e-mail archiving. As a
result of the foregoing, VEDO is structured as a holding company, with three
wholly owned subsidiaries. It is through these operating subsidiaries that
business is performed. GoSolutions would become the fourth of these subsidiaries.

---



VEDO
Subsidiary Business Descriptions

MessageVision
(MVI)- Electronic Document Delivery Services

MessageVision (45% of consolidated revenues in 2004)
is a California corporation formed in 2004 to operate the historical business
of VEDO, an Internet-based fax service that enables a user to send an
electronic fax document to an individual or to a broadcast list of thousands
through a web browser (i.e. Microsoft Explorer, etc.), e-mail package (i.e.
Microsoft Exchange, Microsoft Outlook, Lotus, etc.), Microsoft Windows-based
application, Enterprise Resource Planning or Customer Relationship Management
system, or proprietary corporate information system. As of February 28, 2005,
MVI had approximately 377 active clients. During 2004, no single customer
accounted for more than 10% of net sales.

MVI
uses proprietary, internally-developed document processing and transmission
systems to create and send or receive documents for its clients. MVI provides
Internet-based fax services that integrate with existing Internet-connected
systems within companies where invoices, statements, purchase orders, ticket
confirmations, and other key documents originate. A typical application is
characterized by the need to deliver time sensitive, personalized documents to
a disparate group of recipients in multiple formats and delivery methods. Its
services are designed for use by a wide range of industries and enterprise
sizes using such diverse platforms as Microsoft Windows NT/2000/XP, UNIX, and
IBM iSeries (AS/400). Its clients currently include manufacturing companies,
E-commerce providers, application service providers, food service corporations,
value added resellers, weather reporting services, public relations firms, and
direct marketing organizations. Businesses using J.D. Edwards, Oracle,
Peoplesoft, Infinium, IBS and SAP environments, among others, can use its
service to become fax-enabled without traditional capital expenditures and
ongoing maintenance costs. MVI offers its clients the flexibility to send Microsoft
Office, Corel, IBM PCL, Adobe PDF, next-generation HTML, and other types of
documents through our Internet fax service. In addition, the service is
compatible with virtually any foreign language including character-based
Pacific Rim, Middle and Far Eastern languages. In addition, MVI offers its
clients robust activity reporting and job control functions that are not
offered by many of its competitors. In 2003, MVI introduced, in concert with a
business partner, new document management solutions that provide electronic
document presentation functions that enable our clients to automatically
generate and deliver presentation-quality documents from enterprise systems
such as ERP, CRM, and E-Commerce and to populate a database with data from a
document that has either been scanned or received as a fax.

MVI
charges clients a fee primarily based upon either the number of pages delivered
and received, or upon the number of minutes expended, for the delivery or
receipt of its clients documents during the month. In some cases, MVI charges
one-time and annual perpetuation fees for custom-developed client solutions.

Net
sales for the fiscal years ended December 31, 2004 and 2003 were $2,685,882 and
$1,882,027, respectively.

Net
sales and operating income for the nine months ended September 30, 2005 were
$2,360,798 and $537,386, respectively.

TBS
- Government Accounting Products and Services

TBS
(55% of consolidated revenues in 2004) is a Georgia corporation established in
1973. As a result of VEDO pursuing its acquisition strategy, MVI acquired TBS
in February 2004. As a result, TBS is engaged in the business of creating,
maintaining, training, customizing and supporting computer application programs
primarily for the use of city and county governments, the sale and installation
of computer equipment and supplies, the printing and ordering of forms, the
furnishing of consulting services, and the implementation of internal computer
networks in communication with IBM iSeries

---



servers. TBS generates revenues from TBS established
client base in the form of printing, billing, and fulfillment services as well
as maintenance and training revenues. TBS has achieved a dominant share of the
Georgia market for small to medium government entities, enjoying 70% of the municipal
government market and 65% of the county government market in that state. TBS
goals include expanding the business model to governmental entities regionally
and, eventually, nationwide. In addition, TBS intends to expand revenue both
from printing and from subscription-based hosted solutions.

TBS
charges clients for its proprietary software and for general-purpose hardware
used in providing in-house solutions. When a client elects to use the hosted
Application Service Provider service, TBS charges a monthly fee per seat for
the use of the Internet based services. In addition to both offerings, TBS
charges for consulting, installation, implementation, support, annual
maintenance and training. TBS charges separately for printing and forms jobs based
on the specific nature of the requirements. For printing, it is generally per
mailing and for forms on a per page basis.

Net
sales for the period from February 17, 2004 (date of acquisition) through
December 31, 2004 were $3,328,387.

Net
sales and operating income for nine months ended September 30, 2005 were $2,593,
328 and ($47,857), respectively.

Resolutions
- Document Management Services

Resolutions
provides products for document management, archiving, document imaging,
imaging software, document scanning, e-mail archiving, document imaging
software, electronic forms, document archiving, and e-mail archiving. Resolutions
solutions are intended to help companies manage the entire life cycle of
business critical information, whether it is to be printed, distributed,
emailed, faxed, archived, imaged or just retrieved and viewed on screen.

Resolutions
suite of products include: R-Forms, for electronic forms design presentation
and distribution; R-Fax, an enterprise fax solution for production, desktop,
and broadcast faxing; R-Checks, a turnkey check printing solution; R-Output
Manager, a report and multi-page document automation manager that delivers
reports and electronic forms to recipients via print, email, fax, post-to-web
or archive; and Redmap, a full function imaging and archiving solution.

Resolutions
was acquired by VEDO on April 15, 2005, and as such does not have a full nine
months of operating results under VEDO. Net revenue and operating income from
April 15, 2005 (date of acquisition) through September 30, 2005 were $1,354,228
and $242,610, respectively.

VILLAGEEDOCS MANAGEMENT

Executive Officers and Directors

The
following table sets forth information with respect to the current executive
officers and directors of VillageEDOCS as of July 31, 2005.

---



|                   |  |     |  |                                                                
|------------------ |  | --- |  | ---------------------------------------------------------------
|Name               |  | Age |  | Position                                                       
|                   |  |     |  |                                                                
|Thomas J. Zender   |  | 65  |  | Chairman, Board of Directors                                   
|K. Mason Conner    |  | 48  |  | President/Chief Executive Officer                              
|H. Jay Hill        |  | 65  |  | Exec. Vice President of Corporate Development/
  Director      
|Michael A. Richard |  | 36  |  | Chief Financial Officer/ Secretary                             
|James L. Kolassa   |  | 51  |  | President, Tailored Business Systems, Inc.                     
|Stephen A. Garner  |  | 50  |  | Co-Chief Information Officer, Tailored Business
  Systems, Inc.
|.James L. Campbell |  | 48  |  | Co-Chief Information Officer, Tailored Business
  Systems, Inc.
|Alexander Riess    |  | 53  |  | President, Phoenix Forms, Inc.                                 
|William R. Falcon  |  | 59  |  | Vice President, Phoenix Forms, Inc.                            
|Jerry T. Kendall   |  |     |  | Director                                                       
|Ricardo A. Salas   |  |     |  | Director                                                       

BIOGRAPHICAL DETAIL

Executive
officers are appointed by the Board of Directors and, subject to the terms of
their employment agreements, serve until their successors are duly elected and
qualify, subject to earlier removal by the Board of Directors. Directors are
elected at the annual meeting of shareholders to serve for their term and until
their successors are duly elected and qualify, or until their earlier
resignation, removal from office, or death. The remaining directors may fill
any vacancy in the Board of Directors for an unexpired term. The terms of
Messrs. Zender, Hill, and Conner continue until the next annual meeting of
shareholders to be held in 2006. The terms of Messrs. Kendall and Salas
continue through July of 2008. Mr. Zender has been a director since August
1997, Mr. Hill since October 1997, Mr. Conner since October 1998, and Messrs.
Kendall and Salas since July 2005.

Business
Experience of Executive Officers and Significant Employees

J.
Thomas Zender
has been a director since 1997 and has been Chairman of the Board since January
2001. He is an information technology industry consultant specializing in
strategic business development with 36 years of management and marketing
experience. He has held management positions at General Electric, Honeywell,
ITT and other companies. He has been an officer in three publicly held corporations,
one NYSE listed company and two NASDAQ traded companies. From 1996 through 2001
Mr. Zender served as an interim executive for several companies in their early
stage, including CEO of VillageEDOCS from 1997 to 1999. He serves on the boards
of two companies in the information technology sector, one publicly traded and
the other privately held. Currently, Mr. Zender is President and CEO of Unity,
a global not-for-profit organization, where he also serves on the board of
directors.

K.
Mason Conner
joined VEDO as Vice-President of Sales in 1997 and has been President and a
Board Member since 1998, Acting Vice-President of Sales between 1998 and 2002,
and Chief Executive Officer since 1999. Mr. Conner is also a Director and the
President of Tailored Business Systems, Inc. (TBS), which became a
wholly owned subsidiary of VEDO on February 17, 2004. He has 27 years in sales
and business management experience, including 19 years of direct and channel
sales experience in the voice and data communications products and services
industry. In the early 1980s he was involved in the application of Internet
Protocol technologies with the military. In the late 1980s and early 1990s he
was a principal strategist for an international initiative to transform K-12 education
through the use of the Internet. He was a lead consultant with LTS for the
electronic vulnerability threat assessment of the Los Angeles Airport
Department after the UnaBomber threat. He has held senior sales management
positions with Banyan Systems, Doelz Networks, and Timeplex. During the five
years prior to joining VEDO, Mr. Conner was Director of Sales at Telecom
Multimedia Systems from 1996 to 1997, Vice

---



President of Sales
at Lo Tiro-Sapere from 1995 to 1996, and Vice President of Sales at Digital
Network Architectures from 1991 to 1995.

H.
Jay Hill has
been a director since 1997 and became the Executive Vice President of Corporate
Development in May of 2003. Mr Hill is also a Vice President of TBS. For the
last 20 years, he has primarily been a senior executive in turnaround
situations in information technology and telecommunication companies. From
November 2000 to May of 2003, Mr. Hill was CEO, President and a Director of
LightPort Advisors, Inc, a private Internet service provider for the financial
services market. He has held similar positions with Unitron Medical
Communications, Inc. (d/b/a Moon Communications) (1999-2000) and Amnet
Corporation (Netlink) (1989-1994), and has held senior sales and marketing
management positions with SunCoast Environmental Controls (1996-1999),
Technology Research Corporation (1994-1996), Harris Corporation, Doelz
Networks, Paradyne/AT&T, and Inforex. His primary background in sales and
marketing commenced with Philadelphia Electric Company and IBM. During 1999,
Moon Communications, which was then a subsidiary of Sabratek Corp., filed for
protection under Chapter 11 of the U.S. Bankruptcy Code in connection with the
reorganization of Sabratek.

Jerry
T. Kendall
joined the board of directors in the second quarter of 2005. He currently
serves as President, Chief Executive Officer and Board Member of Technology
Research Corporation, a $39 million dollar public, electrical safety products
company. Prior to TRC, Mr. Kendall held a number of executive management
positions with Sensormatic Electronics Corporation, then a $1.2 billion,
publicly held, electronics security company. His positions included, Executive
Vice President and President of the Americas. Previous executive management
positions include Senior Vice President of Sales, Marketing and Customer
Service for Security Tag Corporation, President of Lasergate Corporation and
President, Chief Executive Officer and Board Member of Paradyne Corporation. He
also held sales management positions with Inforex, sales positions with IBM and
was a financial analyst with the Lockheed Georgia Company. Mr. Kendall attended
the Georgia Institute of Technology and Georgia State University, receiving his
BA in Management in 1967 and his MBA in Management in 1970 from Georgia State
University.

Ricardo
A. Salas
joined the board of directors in the second quarter of 2005. Mr. Salas
has served as Chairman and Chief Executive Officer of iLIANT since 2000. Mr.
Salas was a founder of Medical Manager Corporation, the leading provider of
Information Technology (IT) for physician practices with over 125,000
physicians. He was involved in the initial public offering of Medical Manager
Corporation in January 1997, which consolidated several companies involved in
the development, sales and support of the nations leading physician practice
management software. He departed Medical Manager Corporation approximately one
year later to focus upon the development of iLIANT. Mr. Salas received his B.A.
in Economics in 1986 from Harvard University in Cambridge, Massachusetts.

Michael
A. Richard
joined VEDO in February 2001 and is the Chief Financial Officer and Corporate
Secretary. Mr. Richard is also a Director and the Secretary of TBS. Mr. Richard
has over 14 years of diverse management and public corporate reporting
experience for start-up and early stage ventures. From 1999-2000 he served as
V.P. Controller for The BigHub.com, Inc., a public new media company providing
unique content, private label search engine, e-commerce solutions, and
controlling a direct mail operation. From 1995-1999, Mr. Richard served first
as Controller and then as Vice President, Accounting (principal accounting
officer), and finally as a Director of PortaCom Wireless, Inc., a public
developer and operator of companies with contracts to provide wireless
telecommunication services in China and other emerging markets.

James
L. Kolassa
joined VEDO in April 2004 and is the President of TBS. Mr. Kolassa has over 25
years of experience and success in the computer industry from direct sales with
IBM and Hitachi Data Systems to channel development and distribution with both
SupportNet and KeyLink Systems. Mr. Kolassa also served as the President of a
software firm that he later sold. Mr. Kolassa holds a BBA in

---



Marketing
Management from Western Michigan University and an MBA in MIS from Indiana
University.

Stephen
L. Garner is
a Vice President and Co-Chief Technology Officer of TBS. From 1988 through the
date of the acquisition, Mr. Garner served as the President of TBS. Mr. Garner
has over 25 years experience in Information Technology. Mr. Garner obtained a
BS in Mathematics from Georgia Southern University in 1978. Mr. Garner is also
a Certified IBM Technical Solutions Provider.

James
M. Campbell
is a Vice President and Co-Chief Technology Officer of TBS. From 1988 through
the date of the acquisition, Mr. Campbell served as the Secretary-Treasurer of
TBS. Mr. Campbell has over 25 years of experience in the design and
implementation of system software. Mr. Campbell obtained a BBA in Accounting
from Georgia Southern University in 1978 and is a Certified Public Accountant.

Alexander
Riess is
President of Phoenix Forms, Inc. Mr. Riess joined PFIs predecessor company in
1998 as a co-founder and the Chief Technology Officer. Prior to 1998, he
managed IT departments at several large international corporations before
starting his own consulting and development business in 1986 that in 1993
became a reseller of PFIs predecessor products. After acquiring the German equivalent of a CPA certification in
1974, he received a degree in Computer Science (equivalent to an US Bachelor of
Science) in the early 1980s and taught classes for IBM in Europe for users and
system engineers of IBMs midrange computer systems.

William
R. Falcon is
Vice President of Phoenix Forms, Inc. Mr. Falcon joined PFIs predecessor
company in 1998, and has directed the technical staff in senior IT management
positions during his entire tenure. Prior to 1998, Mr. Falcon was a co-owner of
Lynk, a manufacturer and marketer of computer terminals for IBMs midrange
systems.

Board of Directors

VEDOs
Bylaws fix the size of the Board of Directors at no fewer than three and no
more than five members, to be elected annually by a plurality of the votes cast
by the holders of VEDO common stock, and to serve until the next annual meeting
of stockholders and until their successors have been elected or until their
earlier resignation or removal. VEDO currently has five directors, three of
whom were elected to their current terms on May 20, 2005 and two of whom were
elected to their current terms on July 18, 2005. VEDO has recently formed Audit
and Compensation Committees and appointed Messrs. Hill, Kendall, and Salas to
serve on each committee. Pursuant to the terms of the Merger Agreement,
the Principal GoSolutions Stockholders shall nominate one candidate for
election to VillageEDOCS Board of Directors (GoSolutions Nominee). In
conjunction with the merger agreement, the Principal VEDO Stockholders shall
execute a voting agreement whereby they shall vote in favor of the GoSolutions
Nominees election to VEDOs Board of Directors.

Executive Compensation

The
following table shows the compensation paid or accrued by VEDO for the fiscal
years ended December 31, 2004 and 2003 to or for the account of the President
and Chief Executive Officer and executive officers and significant employees of
VEDO who received benefits or annual salary and bonus of $100,000 or more
during the stated period.

---



|                                                          |  |                       |         |                          |  |        |  |  |                 |  |                |           |       |  |     |  |  |     | 
|--------------------------------------------------------- |  | --------------------- | ------- | ------------------------ |  | ------ |  |  | --------------- |  | -------------- | --------- | ----- |  | --- |  |  | --- | 
|                                                          |  | ANNUAL
  COMPENSATION |         | LONG-TERM
  COMPENSATION | 
|                                                          |  |                       |         |                          | 
|Name & Position                                           |  | Salary                |         | Bonus                    |  | Other  |  |  | Stock
  options |  | LTIP
  Payouts |           | Other | 
|                                                          |  |                       | ($)     |                          |  | ($)    |  |  | ($)             |  |                | (#)       |       |  | ($) |  |  | ($) | 
|Fiscal
2004                                               |  |                       |         |                          |  |        |  |  |                 |  |                |           |       |  |     |  |  |     | 
|                                                          |  |                       |         |                          |  |        |  |  |                 |  |                |           |       |  |     |  |  |     | 
|K.Mason Conner, President/CEO                             |  | $                     | 138,926 |                          |  |       |  |  |                |  |                | 3,500,000 |       |  |    |  |  |    | 
|                                                          |  |                       |         |                          |  |        |  |  |                 |  |                |           |       |  |     |  |  |     | 
|H. Jay Hill,                                              |  | $                     | 93,423  |                          |  | 76,000 |  |  |                |  |                | 500,000   |       |  |    |  |  |    | 
|                                                          |  |                       |         |                          |  |        |  |  |                 |  |                |           |       |  |     |  |  |     | 
|EVP Corp. Development JamesL.
Kolassa,                    |  | $                     | 83,044  |                          |  | 60,014 |  |  |                |  |                | 1,500,000 |       |  |    |  |  |    | 
|                                                          |  |                       |         |                          |  |        |  |  |                 |  |                |           |       |  |     |  |  |     | 
|President, Tailored Business
Systems James
  L. Campbell, |  | $                     | 76,676  |                          |  | 27,235 |  |  |                |  |                |          |       |  |    |  |  |    | 
|                                                          |  |                       |         |                          |  |        |  |  |                 |  |                |           |       |  |     |  |  |     | 
|Co-CIO, Tailored Business
Systems Stephen
  A. Garner,    |  | $                     | 77,269  |                          |  | 27,235 |  |  |                |  |                |          |       |  |    |  |  |    | 
|                                                          |  |                       |         |                          |  |        |  |  |                 |  |                |           |       |  |     |  |  |     | 
|Co-CIO Tailored Business
Systems                          |  |                       |         |                          |  |        |  |  |                 |  |                |           |       |  |     |  |  |     | 
|                                                          |  |                       |         |                          |  |        |  |  |                 |  |                |           |       |  |     |  |  |     | 
|Fiscal
2003                                               |  |                       |         |                          |  |        |  |  |                 |  |                |           |       |  |     |  |  |     | 
|                                                          |  |                       |         |                          |  |        |  |  |                 |  |                |           |       |  |     |  |  |     | 
|K. Mason Conner,                                          |  | $                     | 105,000 |                          |  |       |  |  |                |  |                | 1,719,658 |       |  |    |  |  |    | 
|President/CEO                                             |  |                       |         |                          |  |        |  |  |                 |  |                |           |       |  |     |  |  |     | 

Employment
and Other Agreements

VEDO
has entered into employment agreements with K. Mason Conner, its President and
Chief Executive Officer, H. Jay Hill, its Executive Vice President - Corporate
Development, and Michael Richard, VEDOs Chief Financial Officer. On June 16,
2004, a written consent was filed with VEDO to approve each of these employment
agreements and on April 28, 2005, each of these agreements was amended.
Following is a summary of the significant terms of each of these agreements:

---



K.
Mason Conner.Mr. Conners employment agreement, dated
as of June 10, 2004, provides for Mr. Conner to serve as VEDOs President and
Chief Executive Officer for a term of four years from June 15, 2004. The
employment agreement provides that, the term of the agreement shall
automatically be extended for successive one year renewal terms, provided that
if either Mr. Conner or VEDO gives the other party at least ninety days advance
written notice of his or its intention to not renew the agreement for an
additional term, the agreement will terminate upon the expiration of the
current term.

Pursuant
to the employment agreement, Mr. Conner received a base salary of $150,000 for
the period from June 15, 2004 until April 16, 2005, at which time his base
salary was increased to $180,000.  VEDO
will review Mr. Conners salary at annual intervals, and may adjust his annual
base salary from time to time as the Board of Directors or its Compensation
Committee deems to be appropriate, provided, however, that the salary for the
twelve month period beginning June 16, 2006 and each succeeding year shall not
be less than 105% of the salary for the prior year. Mr. Conner is
entitled to an incentive bonus based upon VEDOs net income. For the 2004
fiscal year, Mr. Conner was paid a bonus equal to 10% of VEDOs net
income. For the year 2005, the percentage bonus will be 7% of the net
income paid in cash and 5% paid in Company shares. The number of Company
shares issuable to the Executive shall be based upon the average closing price
of VEDOs shares for the ten (10) trading days ending on March 31st
of the following year.  Each year subsequent to 2005, the board will
establish the percentages; during 2006 and 2007 the percentages shall not be
less than 4% and 2% respectively.

Pursuant
to the employment agreement, VEDO has granted Mr. Conner options for 3,500,000
shares of VEDOs common stock (the Option Shares). The Option Shares
will vest over a five year period and may be exercised during the seven year
period after vesting. If Mr. Conner voluntarily resigns or is terminated
for cause, all unvested options will be forfeited and cancelled; provided, that
Mr. Conner shall be fully vested in one-half of his then unvested Option Shares
(A) in the event of his termination by VEDO other than for cause, (B) upon the
consummation of a Change in Control, or (C) upon Mr. Conners death or
disability. VEDO has agreed to use its best efforts to register, and
maintain the effectiveness of a registration statement on Form S-8, for resale
all of the Option Shares granted to Mr. Conner and, at any time that Form S-8
is not effective, to grant him piggyback registration with respect to any
registration statement filed by VEDO.

Mr.
Conner also is entitled to participate in any benefits plans maintained by VEDO
for its executives or employees and is entitled to four weeks annual
vacation. He is also entitled to be reimbursed for business expenses
incurred by him in promoting VEDOs business.

If
Mr. Conners employment is terminated for reasons other than death, disability,
cause, or voluntary termination by Mr. Conner, VEDO will be obligated to make
monthly payments to Mr. Conner for twelve (12) months. Each monthly
payment shall be equal to one-twelfth (1/12th) of twice Mr. Conners annual
base salary, as in effect on the date of termination. In addition, any
restricted stock, stock options or other awards granted to him will become
immediately vested in full and, in the case of stock options, exercisable in
full. Mr. Conner will also be permitted to continue to participate for a period
of one year, at VEDOs expense, in all benefit and insurance plans, coverage
and programs in which he was participating as of the termination date.

VEDO
may terminate the agreement if it determines that Mr. Conner has been unable to
attend to his duties for at least ninety (90) days because of a medically
diagnosable physical or mental condition, and has received a written opinion
from a physician acceptable to the Board that such condition prevents him from
resuming full performance of his duties and is likely to continue for an
indefinite period. Upon such termination, VEDO shall pay Mr. Conner a
monthly disability benefit equal to one-twelfth (1/12th) of his current annual
base salary at the time he became permanently disabled until the earliest of
(i) the month in which the he returns to active employment, either with VEDO or
otherwise, (ii) the end of the initial term of the agreement, or the current
renewal term, as the case may be, or (iii) the twenty-fourth month after the
date of the termination. Any such payments shall be reduced by any amounts paid
to Mr.

---



Conner under any long-term disability plan or other
disability program or insurance policies maintained or provided by VEDO.

If
Mr. Conner is terminated for Cause, he shall be entitled to receive his base
salary through the date of termination and any non-forfeitable benefits earned
and payable to him under the terms of deferred compensation or incentive plans
maintained by VEDO.

In
the event of a Change in Corporate Control, any restricted stock, stock options
or other awards granted to Mr. Conner shall become immediately vested in full
and, in the case of stock options, exercisable in full. Additionally, if
at any time during the twelve (12) consecutive months following or six (6)
months prior to the occurrence of a Change in Corporate Control, Mr. Conner is
involuntarily terminated (other than for Cause) by VEDO, he shall be entitled
to lump sum severance pay in an amount equal to the sum of (i) 299% of his
annual base salary in effect at the time of the Change in Corporate Control
plus (ii) 299% of the annual bonus paid to him with respect to the last fiscal
year ending prior to the Change in Corporate Control.

H.
Jay Hill. Mr. Hills employment agreement, dated as of
June 10, 2004, provides for Mr. Hill to serve as VEDOs Executive Vice
President - Corporate Development for a term of four years from June 16,
2004. The employment agreement provides that, the term of the agreement
shall automatically be extended for successive one year renewal terms, provided
that if either Mr. Hill or VEDO gives the other party at least ninety days
advance written notice of his or its intention to not renew the agreement for
an additional term, the agreement will terminate upon the expiration of the
current term.

The
employment agreement provides for Mr. Hill to receive a base salary of $120,000
until April 16, 2005, at which time his base salary was increased to
$150,000. VEDO will review Mr. Hills salary at annual intervals, and may
adjust his annual base salary from time to time as the Board of Directors or
its Compensation Committee deems to be appropriate, provided, however, that the
salary for the twelve month period beginning June 16, 2006 and each succeeding
year shall not be less than 105% of the salary for the prior year.

Mr.
Hill will be paid an incentive bonus based on VEDOs profitability. At
the end of each fiscal year, commencing with 2005, Mr. Hill will earn a
percentage of the net income under GAAP to be paid the month following the
filing of the 10K report. For the year 2005, the percentage bonus will be
5% of the net income paid in cash and 4% paid in Company shares. The
number of Company shares issuable to Mr. Hill shall be based upon the average
closing price of VEDOs shares for the ten (10) trading days ending on March 31st
of the following year.  Each year subsequent to 2005, the board will
establish the percentages; during 2006 and 2007 the percentages shall not be
less than 3% and 2% respectively.

Pursuant
to the employment agreement, VEDO has granted Mr. Hill options for 500,000
shares of VEDOs common stock (the Option Shares). The Option Shares
will vest over a five year period and may be exercised during the seven year
period after vesting. If Mr. Hill voluntarily resigns or is terminated
for cause, all unvested options will be forfeited and cancelled; provided, that
Mr. Hill shall be fully vested in then unvested Option Shares (A) in the event
of his termination by VEDO other than for cause, (B) upon the consummation of a
Change in Control, or (C) upon Mr. Hills death or disability. VEDO has
agreed to use its best efforts to register, and maintain the effectiveness of a
registration statement on Form S-8, for resale all of the Option Shares granted
to Mr. Hill and, at any time that Form S-8 is not effective, to grant him
piggyback registration with respect to any registration statement filed by
VEDO.

Mr.
Hill also is entitled to participate in any benefits plans maintained by VEDO
for its executives or employees and is entitled to four weeks annual
vacation. He is also entitled to be reimbursed for business expenses
incurred by him in promoting VEDOs business.

---



If
Mr. Hills employment is terminated for reasons other than death, disability,
or voluntary termination by Mr. Hill, VEDO will be obligated to make monthly
payments to Mr. Hill for each month during the remaining term of the employment
agreement, but not less than twelve (12) months. Each monthly payment
shall be equal to one-twelfth (1/12th) of twice Mr. Hills annual base salary,
as in effect on the date of termination. In addition, any restricted
stock, stock options or other awards granted to him will become immediately
vested in full and, in the case of stock options, exercisable in full. Mr. Hill
will also be permitted to continue to participate for a period of one year, at
VEDOs expense, in all benefit and insurance plans, coverage and programs in
which he was participating as of the termination date.

VEDO
may terminate the agreement if it determines that Mr. Hill has been unable to
attend to his duties for at least ninety (90) days because of a medically
diagnosable physical or mental condition, and has received a written opinion
from a physician acceptable to the Board that such condition prevents him from
resuming full performance of his duties and is likely to continue for an
indefinite period. Upon such termination, VEDO shall pay Mr. Hill a
monthly disability benefit equal to one-twelfth (1/12th) of his current annual
base salary at the time he became permanently disabled until the earliest of (i)
the month in which the he returns to active employment, either with VEDO or
otherwise, (ii) the end of the initial term of the agreement, or the current
renewal term, as the case may be, or (iii) the twenty-fourth month after the
date of the termination. Any such payments shall be reduced by any amounts paid
to Mr. Hill under any long-term disability plan or other disability program or
insurance policies maintained or provided by VEDO.

If Mr.
Hill is terminated for Cause, he shall be entitled to receive his base salary
through the date of termination and any non-forfeitable benefits earned and
payable to him under the terms of deferred compensation or incentive plans
maintained by VEDO.

In
the event of a Change in Corporate Control, any restricted stock, stock options
or other awards granted to Mr. Hill shall become immediately vested in full
and, in the case of stock options, exercisable in full. Additionally, if
at any time during the twelve (12) consecutive months following or six (6) months
prior to the occurrence of a Change in Corporate Control, Mr. Hill is
involuntarily terminated (other than for Cause) by VEDO, he shall be entitled
to lump sum severance pay in an amount equal to the sum of (i) 200% of his
annual base salary in effect at the time of the Change in Corporate Control
plus (ii) 200% of the annual bonus paid to him with respect to the last fiscal
year ending prior to the Change in Corporate Control.

Michael
Richard. Mr. Richards employment agreement, dated as
of June 10, 2004, provides for Mr. Richard to serve as VEDOs Chief Financial
Officer for a term of two years from June 15, 2004. The employment
agreement provides that, the term of the agreement shall automatically be
extended for successive one year renewal terms, provided that if either Mr.
Richard or VEDO gives the other party at least ninety days advance written
notice of his or its intention to not renew the agreement for an additional
term, the agreement will terminate upon the expiration of the current term.

The
employment agreement provides for Mr. Richard to receive a base salary of
$95,000 until April 16, 2005, at which time has base salary shall increase to
$100,000. VEDO will review Mr. Richards salary at annual intervals, and
may adjust his annual base salary from time to time as the Chief Executive
Officer deems to be appropriate, provided, however, that the salary for the
twelve month period beginning April 16, 2006 and each succeeding year shall not
be less than 105% of the salary for the prior year.

Pursuant
to the employment agreement, VEDO has granted Mr. Richard options for 650,000
shares of VEDOs common stock (the Option Shares). The Option Shares
will vest over a five year period and may be exercised during the seven year
period after vesting. If Mr. Richard voluntarily resigns or is terminated
for cause, all unvested options will be forfeited and cancelled; provided, that
Mr. Richard shall be fully vested in then unvested Option Shares (A) in the
event of his termination by VEDO other than for cause, (B) upon the
consummation of a Change in Control, or (C) upon Mr. Richards death

---



or disability. VEDO has agreed to use its best efforts
to register, and maintain the effectiveness of a registration statement on Form
S-8, for resale all of the Option Shares granted to Mr. Richard and, at any
time that Form S-8 is not effective, to grant him piggyback registration with
respect to any registration statement filed by VEDO.

Mr.
Richard also is entitled to participate in any benefits plans maintained by
VEDO for its executives or employees and is entitled to three weeks annual
vacation. He is also entitled to be reimbursed for business expenses
incurred by him in promoting VEDOs business.

If
Mr. Richards employment is terminated for reasons other than death,
disability, or voluntary termination by Mr. Richard, VEDO will be obligated to
make monthly payments to Mr. Richard for each month during the remaining term
of the employment agreement, but not less than six (6) months. Each
monthly payment shall be equal to one-twelfth (1/12th) of his annual base
salary, as in effect on the date of termination. In addition, any
restricted stock, stock options or other awards granted to him will become
immediately vested in full and, in the case of stock options, exercisable in
full. Mr. Richard will also be permitted to continue to participate for a
period of six (6) months, at VEDOs expense, in all benefit and insurance
plans, coverage and programs in which he was participating as of the
termination date.

VEDO
may terminate the agreement if it determines that Mr. Richard has been unable
to attend to his duties for at least ninety (90) days because of a medically
diagnosable physical or mental condition, and has received a written opinion
from a physician acceptable to the Board that such condition prevents him from
resuming full performance of his duties and is likely to continue for an
indefinite period. Upon such termination, VEDO shall pay Mr. Richard a
monthly disability benefit equal to one-twelfth (1/12th) of his current annual
base salary at the time he became permanently disabled until the earliest of
(i) the month in which the he returns to active employment, either with VEDO or
otherwise, (ii) the end of the initial term of the agreement, or the current
renewal term, as the case may be, or (iii) the sixth month after the date of
the termination. Any such payments shall be reduced by any amounts paid to Mr.
Richard under any long-term disability plan or other disability program or
insurance policies maintained or provided by VEDO.

If
Mr. Richard is terminated for Cause, he shall be entitled to receive his base
salary through the date of termination and any non-forfeitable benefits earned
and payable to him under the terms of deferred compensation or incentive plans
maintained by VEDO.

In
the event of a Change in Corporate Control, any restricted stock, stock options
or other awards granted to Mr. Richard shall become immediately vested in full
and, in the case of stock options, exercisable in full. Additionally, if
at any time during the twelve (12) consecutive months following or six (6)
months prior to the occurrence of a Change in Corporate Control, Mr. Richard is
involuntarily terminated (other than for Cause) by VEDO, he shall be entitled
to lump sum severance pay in an amount equal to the sum of (i) 50% of his
annual base salary in effect at the time of the Change in Corporate Control
plus (ii) 50% of the annual bonus paid to him with respect to the last fiscal
year ending prior to the Change in Corporate Control.

James
L. Kolassa. Mr. Kolassas employment offer letter,
dated April 23, 2004, provides for Mr. Kolassa to serve as President of TBS and
to receive a base salary of $100,000 per year. For 2005, his base salary
is $120,000 per year.  His employment is
at-will. Mr. Kolassa is entitled to an incentive bonus (combination of
stock options and cash) based upon achieving certain growth targets for TBS net
revenue and net income.

Pursuant
to the employment offer letter, VEDO has agreed to grant Mr. Kolassa options to
purchase 1,500,000 shares of VEDOs common stock at $0.18 per share (the
Option Shares). The Option Shares will vest over a five year period and
may be exercised during the seven year period after vesting. If Mr.
Kolassas employment is terminated for any reason, all vested and unvested
options will

---



be forfeited and cancelled if unexercised in the
ninety day period following the date of any such termination.

Mr.
Kolassa also is entitled to participate in any benefits plans maintained by
VEDO for its executives or employees and is entitled to three weeks annual
vacation. He is also entitled to be reimbursed for business expenses
incurred by him in promoting VEDOs business

In
the event of a Change in Corporate Control, any stock options granted to Mr.
Kolassa shall become immediately vested in full and, in the case of stock
options, exercisable in full.

James
L. Campbell. Mr. Campbells employment agreement, dated
as of February 17, 2004, as modified, provides for Mr. Campbell to serve as the
Co-CIO of TBS for a term of three years from June 15, 2004. The
employment agreement provides that, the term of the agreement shall
automatically be extended for successive one year renewal terms, provided that
if either Mr. Campbell or TBS gives the other party at least thirty days
advance written notice of his or its intention to not renew the agreement for
an additional term, the agreement will terminate upon the expiration of the
current term.

The
employment agreement provides for Mr. Campbell to receive a base salary of
$100,000 for the first year. VEDO will review Mr. Campbells salary at
annual intervals, and may adjust his annual base salary from time to time as
the Board of Directors or its Compensation Committee deems to be appropriate,
provided, however, that the salary for the second and each succeeding year
shall not be less than 105% of the salary for the prior year. Mr.
Campbell is entitled to an incentive bonus based upon VEDOs gross margin

Mr.
Campbell also is entitled to participate in any benefits plans maintained by
VEDO for its executives or employees and is entitled to three weeks annual
vacation. He is also entitled to be reimbursed for business expenses
incurred by him in promoting TBS business and to reimbursement of up to $2,500
per year in expenses for attending continuing education programs.

If
Mr. Campbells employment is terminated for reasons other than death,
disability, good reason, or voluntary termination by Mr. Campbell, VEDO will
be obligated to make monthly payments to Mr. Campbell for each month during the
remaining term of the employment agreement. Each monthly payment shall be
equal to one-twelfth (1/12th) of Mr. Campbells annual base salary, as in
effect on the date of termination.

Stephen
A. Garner. Mr. Garners employment agreement, dated as
of February 17, 2004, as modified, provides for Mr. Garner to serve as the
Co-CIO of TBS for a term of three years from June 15, 2004. The
employment agreement provides that, the term of the agreement shall
automatically be extended for successive one year renewal terms, provided that
if either Mr. Garner or TBS gives the other party at least thirty days advance
written notice of his or its intention to not renew the agreement for an
additional term, the agreement will terminate upon the expiration of the
current term.

The
employment agreement provides for Mr. Garner to receive a base salary of
$100,000 for the first year. VEDO will review Mr. Garners salary at
annual intervals, and may adjust his annual base salary from time to time as
the Board of Directors or its Compensation Committee deems to be appropriate,
provided, however, that the salary for the second and each succeeding year
shall not be less than 105% of the salary for the prior year. Mr. Garner
is entitled to an incentive bonus based upon VEDOs gross margin

Mr.
Garner also is entitled to participate in any benefits plans maintained by VEDO
for its executives or employees and is entitled to three weeks annual
vacation. He is also entitled to be reimbursed for business expenses
incurred by him in promoting TBS business and to reimbursement of up to $2,500
per year in expenses for attending continuing education programs.

---



If
Mr. Garners employment is terminated for reasons other than death, disability,
good reason, or voluntary termination by Mr. Garner, VEDO will be obligated
to make monthly payments to Mr. Garner for each month during the remaining term
of the employment agreement. Each monthly payment shall be equal to
one-twelfth (1/12th) of Mr. Garners annual base salary, as in effect on the
date of termination.

Alexander
Riess.Mr. Riess
employment agreement, dated as of April 1, 2005, provides for Mr. Riess to
serve as the President of Resolutions for a term of three years from April 1,
2005. The employment agreement provides that, the term of the agreement
shall automatically be extended for successive one year renewal terms, provided
that if either Mr. Riess or Resolutions gives the other party at least thirty
days advance written notice of his or its intention to not renew the agreement
for an additional term, the agreement will terminate upon the expiration of the
current term.

Subject
to certain adjustments, as described below, the employment agreement provides
for Mr. Riess to receive a base salary of $180,000 per year. For the
period beginning on April 1, 2005 and ending June 30, 2005, Mr. Riess will be
paid a base salary of $9,000 per month.
Thereafter, until the Initial Target Attainment Date, he will be paid
his base salary at the rate of $12,000 per month (the Adjusted Base Salary). The Initial Target Attainment
Date is the
last day of the first calendar quarter in which, in VEDOs reasonable judgment
based upon Resolutions reported EBIT, all of the following circumstances
exist: (i) Resolutions reports EBIT for the preceding quarter in an amount
greater than the difference between the base salary and the Adjusted Base
Salary; (ii) in VEDOs reasonable judgment, it is more likely than not that
Resolutions will continue to report EBIT of not less than such amount in the
subsequent quarter; (iii) Resolutions was cash flow positive during, and at the
end of, such quarter in an amount greater than the difference between the base
salary and the Adjusted Base Salary; and (iv) in VEDOs reasonable judgment, it
is more likely than not that Resolutions will continue to be cash flow positive
by at least such amount in the subsequent quarter.

Beginning
with the first calendar quarter after the Initial Target Attainment Date, and
for each calendar quarter thereafter, Mr. Riess monthly base salary will be
$15,000 per month provided that all conditions required for the Initial Target
Attainment Date were also applicable to the preceding calendar quarter.  In the event that any of such conditions are
not applicable to any calendar quarter subsequent to the Initial Target
Attainment date, Resolutions may adjust Mr. Riess monthly base salary to
$12,000 per month for a period of ninety (90) days.  Mr. Riess will also entitled to participate in an incentive bonus
program based upon achieving certain targets for Resolutions net revenue and
net income.

Mr.
Riess also is entitled to participate in any benefits plans maintained by VEDO
for its executives or employees and is entitled to three weeks annual
vacation. He is also entitled to be reimbursed for business expenses
incurred by him.

If
Mr. Riess employment is terminated for reasons other than death, disability,
good reason, or voluntary termination by Mr. Riess, VEDO will be obligated to
make monthly payments of $15,000 each to Mr. Riess for each month during the
remaining term of the employment agreement.

William
R. Falcon.Mr.
Falcons employment agreement, dated as of April 1, 2005, provides for Mr.
Falcon to serve as the Vice President of Resolutions for a term of three years
from April 1, 2005. The employment agreement provides that, the term of
the agreement shall automatically be extended for successive one year renewal
terms, provided that if either Mr. Falcon or Resolutions gives the other party
at least thirty days advance written notice of his or its intention to not
renew the agreement for an additional term, the agreement will terminate upon
the expiration of the current term.

Subject
to certain adjustments, as described below, the employment agreement provides
for Mr. Falcon to receive a base salary of $132,000 per year. For the
period beginning on April 1, 2005 and ending June 30, 2005, Mr. Riess will be
paid a base salary of $7,000 per month.
Thereafter, until the Initial Target Attainment Date, he will be paid
his base salary at the rate of $9,000 per month (the

---



Adjusted Base Salary). The Initial Target Attainment
Date is the last day of the first
calendar quarter in which, in VEDOs reasonable judgment based upon
Resolutions reported EBIT, all of the following circumstances exist: (i)
Resolutions reports EBIT for the preceding quarter in an amount greater than
the difference between the base salary and the Adjusted Base Salary; (ii) in
VEDOs reasonable judgment, it is more likely than not that Resolutions will
continue to report EBIT of not less than such amount in the subsequent quarter;
(iii) Resolutions was cash flow positive during, and at the end of, such
quarter in an amount greater than the difference between the base salary and
the Adjusted Base Salary; and (iv) in VEDOs reasonable judgment, it is more
likely than not that Resolutions will continue to be cash flow positive by at
least such amount in the subsequent quarter.

Beginning
with the first calendar quarter after the Initial Target Attainment Date, and
for each calendar quarter thereafter, Mr. Falcons monthly base salary will be
$11,000 per month provided that all conditions required for the Initial Target
Attainment Date were also applicable to the preceding calendar quarter.  In the event that any of such conditions are
not applicable to any calendar quarter subsequent to the Initial Target
Attainment date, Resolutions may adjust Mr. Falcons monthly base salary to
$11,000 per month for a period of ninety (90) days.

Mr.
Falcon also is entitled to participate in any benefits plans maintained by VEDO
for its executives or employees and is entitled to three weeks annual
vacation. He is also entitled to be reimbursed for business expenses
incurred by him.

If
Mr. Falcons employment is terminated for reasons other than death, disability,
good reason, or voluntary termination by Mr. Falcon, VEDO will be obligated
to make monthly payments of $15,000 each to Mr. Falcon for each month during
the remaining term of the employment agreement.  Mr. Falcon will also entitled to participate in an incentive
bonus program based upon achieving certain targets for Resolutions net revenue
and net income.

Option
Grants in Fiscal 2004

The
following table provides information concerning grants of options to purchase
the Companys common stock that VEDO made to each of the executive officers and
significant employees named in the summary executive compensation table during
the fiscal year ended December 31, 2004. VEDO did not grant stock
appreciation rights to these individuals during 2004.

|                  |  |                                                         |  |                                                            |  |                               |  |                      |  |  |  |  | 
|----------------- |  | ------------------------------------------------------- |  | ---------------------------------------------------------- |  | ----------------------------- |  | -------------------- |  |  |  |  | 
|Name              |  | Number of
  Securities 
  Underlying Options 
  Granted |  | Percentage of Total 
  Options Granted toEmployees in 2004 |  | Exercise
  Price 
  Per Share |  | Expiration
  
  Date | 
|                 
|K. Mason
  Conner |  | 3,500,000                                               |  | 42%                                                        |  | $  0.15                       |  | 6/10/12              | 
|                 
|H. Jay Hill       |  | 500,000                                                 |  | 6%                                                         |  | $  0.15                       |  | 6/10/12              | 
|                 
|James L. Kolassa  |  | 1,500,000                                               |  | 18%                                                        |  | $  0.18                       |  | 4/27/09              | 
|                 
|James L. Campbell |  |                                                        |  |                                                           |  |                              |  |                     | 
|                 
|Stephen A. Garner |  |                                                        |  |                                                           |  |                              |  |                     | 

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Fiscal
Year End Option Values and Exercises

The
following table provides information with respect to the year-end value of
unexercised stock options for each of the executive officers and significant
employees named in the summary executive compensation table. The dollar values
of unexercised options are calculated by determining the difference between the
fair market value at fiscal year end of the common stock underlying the options
and the exercise price of the options. The fair value is $0.15 per share, the
per share price of VEDOs common stock on the OTCBB on December 31, 2004.

|                  |  |                                                            |  |                                                  
|----------------- |  | ---------------------------------------------------------- |  | -------------------------------------------------
|                  |  | Number of Securities
Underlying Unexercised Options at
FYE |  | Value of Unexercised
In-the-
Money Options at FYE
|Name              |  | Exercisable /
Un-exercisable                               |  | Exercisable /
Un-exercisable                     
|                  |  |                                                            |  |                                                  
|K. Mason Conner   |  | 2,365,290 / 3,520,042                                      |  | $0 / $0                                          
|                  |  |                                                            |  |                                                  
|H. Jay Hill       |  | 1,020,162 / 2,931,837                                      |  | $10,000 /  $40,000                               
|                  |  |                                                            |  |                                                  
|James L. Kolassa  |  | 0 / 1,500,000                                              |  | $0 / $0                                          
|                  |  |                                                            |  |                                                  
|James L. Campbell |  | 0 / 0                                                      |  | $0 / $0                                          
|                  |  |                                                            |  |                                                  
|Stephen A. Garner |  | 0 / 0                                                      |  | $0 / $0                                          

Stock
Options

VEDO
has adopted an equity incentive plan (the 2002 Plan) that authorizes the
issuance of options to acquire up to 28,000,000 shares of common stock, as
amended, to employees and certain outside consultants. The 2002
Plan allows for the issuance of either non-qualified or, subject to stockholder
approval, incentive stock options pursuant to Section 422 of the Internal Revenue
Code. Options vest at the discretion of the Board of Directors as determined at
the grant date, but not longer than a ten-year term. Under the 2002 Plan,
the exercise price of each option shall not be less than fair market value on
the date the option is granted.  The number of options under the 2002 Plan
available for grant at December 31, 2004 was 10,816,532.

During
2004, VEDO granted to its employees options to purchase shares of its common
stock under the 2002 Plan as follows:  5,150,000 shares at $0.15 per
share, 150,000 shares at $0.17 per share, 2,990,000 shares at $0.18 per share,
10,000 shares at $0.1875 per share, 25,000 shares at $0.19 per share, 35,000
shares at $0.20 per share. All options were issued above or at the
fair market value on the dates of grant and vest on various dates from the date
of grant through October 2009.

Effective
February 10, 2005, the exercise price of options to purchase 1,860,000 shares
of VEDOs common stock under the 2002 Plan at $0.15 per share that were issued
in 2004 was reduced to $0.07 per share, in accordance with the related
employment agreements, in connection with the conversion of debt to common
stock subsequent to year end. As a result, VEDO will account for such
options under variable accounting.

Options
to purchase 50,000 shares at $0.10 (the fair market value on the date of grant)
were granted to a non-employee consultant during 2003.  These options
vested on February 28, 2004.

Options
to purchase 3,710,000 shares of VEDOs common stock under the 2002 Plan at per
share prices ranging from $0.10 to $0.1875 (above or at the fair market value
on the dates of grant) were issued

---



to employees during the year ended December 31, 2003,
vesting on various dates from the date of grant through December 2008.

Options
to purchase 833,030 shares of VEDOs common stock under the 2002 Plan at
$0.1875 per share (above or at the fair market value on the dates of grant)
that were issued in 2002 were modified as to vesting and expiration date during
2003 in connection with the retirement of employees.

During
1997, the Board of Directors of VEDO adopted a stock option plan (the 1997
Plan) that authorizes the issuance of options to acquire up to 5,000,000
shares of common stock to employees and certain outside consultants.  The
1997 Plan allows for the issuance of either non-qualified or incentive stock
options pursuant to Section 422 of the Internal Revenue Code. Options vest at
the discretion of the Board of Directors as determined at the grant date, but
not longer than a ten-year term.  Under the 1997 Plan, the exercise price
of each option shall not be less than 85 percent of fair market value on the
date the option is granted.  The number of options under the 1997 Plan
available for grant at December 31, 2003 was 2,089,798.

During
2004, 1,362,286 options under the 2002 Plan and 154,635 other options were
cancelled due to their expiration or the termination of employment.

Board of
Director Compensation

Members
of VEDOs board of directors receive no cash compensation for services as a
director or for attendance at or participation in meetings. Directors receive
options to purchase common stock as compensation for services as a director. In
past years, directors have received options to purchase VEDOs common stock in
consideration for services as a director. There has been no determination made
as to the number and exercise price of options, if any, that will be issued to
either K. Mason Conner or H. Jay Hill for service during terms following the
term that expired on October 5, 2001. During 2004, VEDOs Board of
Directors approved a compensation arrangement with J. Thomas Zender, a
Director.  Pursuant to this arrangement, VEDO has agreed to issue options
to purchase 325,000 shares of VEDOs common stock at $0.15 per share to Mr.
Zender in consideration for his past services as a Director and options to
purchase 175,000 shares of VEDOs common stock at $0.15 per share in
consideration for his services as a Director during the current year. 
During 2005, VEDOs Board of Directors approved compensation arrangements with
Mr. Jerry Kendall and Mr. Ricardo Salas, pursuant to which each will receive
options to purchase 600,000 shares of VEDOs common stock at $0.18 per
share.  The options issued to Messrs.
Kendall and Salas vest at a rate of 200,000 shares per year.  Directors are reimbursed for out-of-pocket
expenses incurred by them in connection with attending meetings. All directors
have options to purchase shares of VEDOs common stock as set forth in the
table under the section entitled Security Ownership of Certain Beneficial Owners and
Management contained in this document.  VEDO has no other arrangements regarding compensation for
services as a director.

Audit
Committee and Audit Committee and Financial Experts

Historically,
because VEDOs board of directors was comprised of only three members, none of
which were considered to be independent within the meaning of Item 7(d)(3)(iv)
of Schedule 14A of the Securities Exchange Act of 1934, as amended (the Exchange
Act), VEDO had determined that it was impractical to form an audit committee
of the board of directors.  The entire board of directors of VEDO has
acted as the audit committee as specified in section 3(a)(58)(B) of the
Exchange Act.  Recently, Mr. Jerry Kendall and Mr. Ricardo Salas, both of
whom are considered to be independent, joined the board of directors and the
board has formed an audit committee to be comprised of Messrs. Kendall, Salas,
and Hill.  VEDO does not have an audit
committee financial expert as defined by Item 401(e) of Regulation S-B of the
Exchange Act at this time because VEDO believes that it are not in a position
to attract suitable candidates due to insufficient capital resources. VEDO
is not required by the OCTBB to have either an audit committee or an audit
committee financial expert.

---



Code of
Ethics

VEDO
has adopted a written Code of Ethics designed to deter wrongdoing and promote
honest and ethical conduct, full, fair and accurate disclosure, compliance with
laws, prompt internal reporting and accountability to adherence to the Code of
Ethics. This Code of Ethics has been filed with the Securities and Exchange
Commission as Exhibit 14.1 to the Annual Report on Form 10-KSB filed on March
29, 2004 and is posted on VEDOs Internet website (www.villageedocs.com). Any amendments or waivers to this Code of Ethics with respect to VEDOs
principal executive officer, principal financial officer, principal accounting
officer or controller (or persons performing similar functions) will be posted
on VEDOs web site. One may also obtain, without charge, a copy of this Code of
Ethics by contacting VEDOs Investor Relations Department at
(714) 368-8705.

SECURITY
OWNERSHIP OF MANAGEMENT
AND PRINCIPAL SHAREHOLDERS OF VILLAGEEDOCS

The
following table sets forth certain information with respect to the beneficial
ownership of shares of VEDOs common stock owned as of December 31, 2005
beneficially by (i) each person who beneficially owns more than 5% of the
outstanding common stock, (ii) each director of VEDO,  (iii) the President and Chief Executive Officer of VEDO, the
executive officers and significant employees of VEDO whose cash and non-cash
compensation for services rendered to VEDO for the year ended December 31, 2005
exceeded $100,000, and (iv) all of VEDOs directors, executive officers, and
significant employees as a group:

|                                                                                              |  |                                             |  |                        
|--------------------------------------------------------------------------------------------- |  | ------------------------------------------- |  | -----------------------
|Name of BeneficialOwner (1)                                                                   |  | Amount and Nature ofBeneficial Ownership(2) |  | Percentof Class (3) (4)
|                                                                                              |  |                                             |  |                        
|James Townsend (5)                                                                            |  | 11,082,046                                  |  | 9.4                    
|                                                                                              |  |                                             |  |                        
|C. Alan Williams (6)                                                                          |  | 64,883,068                                  |  | 54.4                   
|                                                                                              |  |                                             |  |                        
|K. Mason Conner (7)                                                                           |  | 3,325,925                                   |  | 2.8                    
|                                                                                              |  |                                             |  |                        
|J. Thomas Zender (8)                                                                          |  | 1,423,827                                   |  | 1.2                    
|                                                                                              |  |                                             |  |                        
|H. Jay Hill (9)                                                                               |  | 2,389,827                                   |  | 2.0                    
|                                                                                              |  |                                             |  |                        
|James L. Kolassa (10)                                                                         |  | 360,000                                     |  | *                      
|                                                                                              |  |                                             |  |                        
|James L. Campbell (11)                                                                        |  | 5,260,000                                   |  | 4.4                    
|                                                                                              |  |                                             |  |                        
|Stephen A. Garner (12)                                                                        |  | 5,260,000                                   |  | 4.4                    
|                                                                                              |  |                                             |  |                        
|Ricardo A. Salas                                                                              |  |                                            |  | *                      
|                                                                                              |  |                                             |  |                        
|Jerry T. Kendall                                                                              |  |                                            |  | *                      
|                                                                                              |  |                                             |  |                        
|All
  directors, executive officers, and significant employees as a group (11
  persons) (13) |  | 20,866,352                                  |  | 17.5                   

---



*  Less than 1
%

(1) The
address of each individual is in care of VEDO.

(2) Represents
sole voting and investment power unless otherwise indicated.

(3) Based
on approximately 99,167,526 shares of VEDOs common stock outstanding at
November 30, 2005,  plus, as to each person listed, that  portion of VEDO
common stock subject to outstanding options, warrants, and convertible debt
which may be exercised or converted by such person, and as to all directors and
executive officers as a group, unissued shares of  VEDO common stock as to
which the members of such group have the right to acquire beneficial ownership
upon the exercise of stock options or  warrants, or conversion of
convertible debt within  60 days of
November 30, 2005.

(4) Excludes
70,646,549 shares reserved for issuance under outstanding options and warrants.

(5) Includes
options to acquire 58,767 shares of common stock at $2.50 per share, and
options to purchase 101,795 shares of common stock at $0.1875 per share.

(6) Includes
$153,786 of debt and accrued interest convertible to 1,229,897 shares of common
stock at $0.14 per share and warrants to acquire 5,000,000 shares at $0.10 per
share.

(7) Includes
options to acquire 600,000 shares of common stock at $0.25 per share, options
to acquire 58,767 shares at $2.50 per share, options to acquire 1,719,658
shares at $0.1875 per share, options to acquire 700,000 shares at $0.15 per
share, and warrants to acquire 200,000 shares at $0.15 per share.

(8)
Includes options to acquire 290,000 shares of common stock at $0.20 per share,
options to acquire 58,767 shares at $2.50 per share, and options to acquire
735,060 shares at $0.1875 per share, and options to acquire 100,000 shares at
$0.15 per share.

(9)
Includes options to acquire 200,000 shares of common stock at $0.20 per share,
options to acquire 58,767 shares at $2.50 per share, options to acquire 549,062
shares at $0.1875 per share, options to acquire 600,000 shares at $0.18 per
share, options to acquire 400,000 shares at $0.10 per share, options to acquire
100,000 shares at $0.15 per share, and warrants to acquire 350,000 shares at
$0.15 per share.

(10)
Includes options to acquire 360,000 shares of common stock at $0.18 per share.

(11) 
Includes debt convertible to 1,960,000 shares of common stock at $0.102 per
share

(12) 
Includes debt convertible to 1,960,000 shares of common stock at $0.102 per
share

(13) 
Includes 66,667 shares and options to purchase 120,000 shares of common stock
at $2.50 per share, options to purchase 387,500 shares of common stock at
$0.1875 per share, and options to purchase 130,000 shares of common stock at
$0.15 per share held by Michael A. Richard.
Also includes warrants to purchase 1,200,000 shares of common stock at
$0.15 per share held by Alexander Riess and warrants to purchase 800,000 shares
of common stock at $0.15 per share held by William Falcon.

---



Securities Authorized for Issuance Under Equity Compensation Plans

The
following provides information, as of December 31, 2004, concerning
compensation plans (including individual compensation arrangements) under which
equity securities of VEDO are authorized for issuance.

|                                                             |  |                                                                                             |  |                                                                            |  |                                                                                                                                             
|------------------------------------------------------------ |  | ------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------
|                                                             |  | (a)                                                                                         |  | (b)                                                                        |  | (c)                                                                                                                                         
|Plan
Category                                                |  | Number of securities to be issued upon exercise of
outstanding options, warrants and rights |  | Weighed-average exercise price of outstanding
options, warrants and rights |  | Number of securities remaining available for future
issuances under equity compensation plans (excluding securities reflected in
column (a))
|                                                             |  |                                                                                             |  |                                                                            |  |                                                                                                                                             
|Equity compensation plans approved by security
  holders     |  | 20,093,670                                                                                  |  | $0.41                                                                      |  | 12,906,330                                                                                                                                  
|                                                             |  |                                                                                             |  |                                                                            |  |                                                                                                                                             
|Equity compensation plans not approved by
  security holders |  | 5,016,000                                                                                   |  | $0.10                                                                      |  | --                                                                                                                                          
|                                                             |  |                                                                                             |  |                                                                            |  |                                                                                                                                             
|Total                                                        |  | 25,109,670                                                                                  |  | $0.35                                                                      |  | 12,906,330                                                                                                                                  
|                                                             |  |                                                                                             |  |                                                                            |  |                                                                                                                                             

Business of
GoSolutions

Industry
Background

Unified
communications is the convergence of traditional voice telephony communications
and email/fax applications. Although it originally started out within legacy
enterprise email and voice mail environments as unified messaging, unified
communications has quickly become the focal point for all public Internet-based
multimedia and cross-media communications.

Additionally,
the GoSolo
service utilizes speech recognition technology giving GoSolo a distinct
competitive advantage in the emerging marketplace for speech-based solutions. GoSolo
employs speech recognition technology provided by Nuance Communications, the
leading speech recognition development company.

The
unified communications market consists of platforms, services and user
communication devices that allow different modes of communications (wireline
and wireless voice calls, email, voice mail, fax, and instant messaging) to interoperate
seamlessly from the users perspective.

Unified
communications can be deployed on a large scale by service providers (telecom
operators, ISPs or ASPs) and on a smaller scale by enterprises. For service
providers, which are striving to move up the value chain and reduce customer
churn, unified communications provides value-added

---



applications that can potentially lock customers into
one convenient messaging in-box, thereby winning and holding their loyalty.

With
the GoSolo
service offering, GoSolutions is able to delivery an advanced service offering
that aggregates many enhanced communications solutions into a bundled
application suite. Additionally, the service can be quickly provisioned and
billed. The benefits to communications service providers, enterprises and end
users are many, including a single interface to manage and control
multi-message formats (fax, voice mail, email) and network-based access to
enhanced telecommunication services.

The
GoSolutions Solution

GoSolutions,
Inc., incorporated in Florida in November 2000, is a privately held
communications solutions provider (CSP) offering hosted access to
unified messaging and enhanced telephony services. GoSolutions serves its
customers at the enterprise, reseller and retail level. GoSolutions
primary line of business is to develop, customize, market and support the
efficient delivery of the GoSolo unified communications service. As a
result, GoSolutions has proficiencies in telephony and Internet applications
development, network operations, customer care, billing, sales and
marketing, and systems integration.

GoSolutions
provides a full-range of messaging and enhanced communications solutions for
enterprise and reseller customers. These services include:

| |   |                                                                                                                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Unified communications services  integrated voice,
  fax and email messaging solution, complete with enhanced calling and advanced
  message distribution features. Service branded as GoSolo.                                                                                       
| |   |                                                                                                                                                                                                                                                                                       
| |  | System integration  Internet/telephony applications
  development and customization services for back-office integration of core
  messaging features and distribution list automation.                                                                                              
| |   |                                                                                                                                                                                                                                                                                       
| |  | Network management/operations  hosting/carrier
  partner management, facilities managements, network monitoring and
  Internet/telephony system architecture and design.                                                                                                             
| |   |                                                                                                                                                                                                                                                                                       
| |  | Customer support  account management, billing,
  fulfillment, collections, training and other services related to the end-user
  experience.                                                                                                                                         
| |   |                                                                                                                                                                                                                                                                                       
| |  | Channel management  sales and marketing support,
  and reseller program development and management. Special marketing services
  to include multimedia promotional materials, website design and development,
  copy writing, print design, product marketing and strategic planning.

Customers

The
GoSolo
service is available to anyone who wants to signup online at
www.gosolutions.com. In addition, we have numerous subscribers and a close
working relationship with the following companies:

Citigroup
(NYSE: C)

| |   |                                                                                
| | - | -------------------------------------------------------------------------------
| |  | Primerica Financial Services  Field Representatives                           
| |   |                                                                                
| |  | Primerica Financial Services, US Corporate
  Headquarters                      
| |   |                                                                                
| |  | Primerica Financial Services, Canada Corporate
  Headquarters  Toronto, Canada
| |   |                                                                                
| |  | CitiSolutiones Corporate Headquarters  Madrid,
  Spain                        
| |   |                                                                                
| |  | National Benefit Life                                                          

---



| |   |                           
| | - | --------------------------
| |  | Travelers Life and Annuity
| |   |                           
| |  | Travelers Bank            
| |   |                           
| |  | Citigroup Asset Management
| |   |                           
| |  | Citibank Mortgage         

GoSolutions
largest client is Primerica Financial Services.  GoSolutions has serviced the Primerica account since September of
2001, and currently supports nearly 25,000 Primerica reps and affiliated
users.  In 2003, GoSolutions contracted
with VarTec Telecom to provide hosted voicemail service to their nationwide
customer base.  Currently, GoSolutions
hosts approximately 21,000 voicemail accounts for VarTec.

In
2004, GoSolutions undertook an initiative to componentize the unified
communication service so that GSI could offer a wide range of bundled services
customized to the needs of the buyer.
As a consequence two new products were launched:

| |   |                                                                                         
| | - | ----------------------------------------------------------------------------------------
| |  | Go 800 - a toll-free
  number service with find me capabilities and a voicemail box, and
| |   |                                                                                         
| |  | GoConferencing  a bundled
  audio and web conferencing service                         

GoSolutions
products are targeted at the SOHO user, and are marketed to organizations whose
members include a distributed network of SOHO agents/employee.  Direct Sales organizations have been the
largest adopters of the products and are the primary target market. GoSolutions
also markets the service through the internet using technologies that include
search engine optimization (SEO), affiliate and viral marketing, and e-commerce
/ self-provisioning.

Revenue
for the fiscal years ended December 31, 2004 and 2003 were $8,684,875 and $6,407,335,
respectively.

Revenue
and Net Income through September 30, 2005, for GoSolutions were $5,316,980 and
$582,709 respectively.

Intellectual
Property and Other Proprietary Rights

GoSolutions
currently owns all right, title, and interest in GoSolo, the software
application upon which its hosted communications services are based. In
addition, GoSolutions is the registered holder of the following trademarks and
service marks: GoSolo and We hear what youre saying 

Competition

The
competitive environment for the GoSolo product line has gone through
significant change in the last five years.
A number of Unified Communication players that were dominant in the
early GoSolutions days died off in the Dot-bomb days around the turn of the
century, including Wildfire and Orchestrate and more recently Webley.  A number of the other large players,
including Glenayre, VoiceComm, and OpenWave have chosen to focus on the
telecommunications services providers as their target market.  In the Direct Sales channel, where
GoSolutions has been most successful, new competition has arisen, namely from
Smart Office Solutions, and RingCentral.
Other retail players that we compete with occasionally include
AccessLine and uReach.

As
is evident by the fact that there is no dominant player in the market, and that
after five years, the market has not matured, there is some risk in continuing
in this space.  Additionally, there are
a number of Voice Over IP (VoIP) companies that are delivering similar enhanced
services, bundled with local and unlimited long distance calling, that are
becoming more of a direct competitive threat.
GoSolutions recognizes the increasingly competitive nature of this
market and continues to try to keep pace with the change and identify niches to
exploit.

---



Employees

GoSolutions
currently has 38 employees including, Thor Bendickson, President/CEO; Fred
Burris, CFO; Shaun Pope, Executive Vice President; and Benjamin A. Stolz,
General Counsel.

Facilities

GoSolutions
is currently headquartered in 5,700 square feet of class A office space at
The Tides office building located at 1901 Ulmerton Road, Suite 400,
Clearwater, FL 33762. The Company can be reached by phone at (727) 821-6565 and
by fax at (727) 898-9315.

GOSOLUTIONS
MANAGEMENT

Executive
Officers and Directors

The
following table sets forth information with respect to the current executive
officers and directors of GoSolutions as of February 2, 2006.

|                      |  |                                  
|--------------------- |  | ---------------------------------
|Name                  |  | Position                         
|                      |  |                                  
|                      |  |                                  
|Thor R. Bendickson    |  | President/Chief Executive Officer
|Fred A. Burris        |  | Chief Financial Officer          
|Shaun C. Pope         |  | Exec. Vice President             
|Benjamin A. Stolz     |  | General Counsel                  
|Larry C. Morgan       |  | Director                         
|Daniel M. Doyle, Sr.  |  | Director                         
|W.Thompson Thorn, III |  | Director                         
|Tom C. Lokey          |  | Director                         
|Ronald J. Mudry       |  | Director                         

---



FINANCIAL STATEMENTS

Historical
Financial Statements

Attached
hereto as an Annex III are the financial statements of GoSolutions for the nine
months ended September 30, 2005 and years ended December 31, 2004 and 2003 and
the unaudited balance sheet and statement of operations for the three months
ended December 31, 2005.  The financial
statements for VEDO for the year ended December 31, 2004 and as of and for the
nine months ended September 30, 2005 are included as part of VEDOs Form 10-KSB
and Form 10-QSB, respectively.

Unaudited Pro Forma Combined Condensed Financial Statements

Attached
hereto as an Exhibit are unaudited pro forma condensed combined financial
statements derived from historical financial statements of VEDO and the
historical financial statements of GoSolutions.  The unaudited pro forma condensed combined balance sheet comes
from the historical consolidated balance sheets of each of GoSolutions and VEDO
as of September 30, 2005, and assumes for each that the Merger occurred on such
date.  The unaudited pro forma condensed
combined statements of income for the fiscal year ended December 31, 2004 and
nine month period ended September 30, 2005 combines the historical consolidated
statements of income of VEDO and GoSolutions for such periods and assumes that
the Merger was consummated as of the beginning of such period.  The unaudited pro forma financial statements
are provided for informational purposes only and are not necessarily
representative of what VEDOs consolidated results of operations or financial
position would have been had the Merger in fact occurred on the Effective Time
and are not intended to project VEDOs consolidated results of operations or
financial position for any future period or date the information set forth
should be read in conjunction with VEDOs consolidated financial statements and
GoSolutions consolidated financial statements, all of which are included
elsewhere herein or attached as Annex III hereto.

AVAILABLE INFORMATION

VEDO
is subject to the informational requirements of the Securities Exchange Act of
1934, as amended (the Exchange Act), and, in accordance therewith, files
reports and other informa­tion with the Securities and Exchange Commission (the
Commission). Reports, proxy state­ments
and other information filed by VEDO may be inspected and copied at the public
reference facilities maintained by the Commission at 100 F Street, N.E.
Washington, D.C. 20549. Copies of such
material can also be obtained from the Public Reference Section of the
Commission at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. The Commission maintains a Web site (located
at http://www.sec.gov) that contains reports, proxy and information statements
and other information regarding issuers that file electronically with the
Commission. VEDO maintains a website at
http://www.VillageEDOCS.com.

This
Memorandum incorporates important business and financial information about VEDO
that is included in VEDOs Annual Report on Form 10-K for the fiscal year ended
December 31, 2004, VEDOs Quarterly Report on Form 10-Q for the fiscal
quarter ended September 30, 2005, VEDOs Current Report on Form 8-KS dated
October 5, 2005 and October 24, 2005, VEDOs Schedule 14C, dated December 19,
2005 and VEDOs Selling Shareholder Prospectus, dated August 11, 2005
(collectively, the Periodic Reports), which are available at www.sec.gov., which
can also be found on VEDOs website set forth above. Any statement contained in any such document shall be deemed to
be modified or superseded for purposes of this Memorandum to the extent that a
statement contained herein or in any other such document modifies or supersedes
such statement.

All
information contained in this Memorandum relating to VEDO or Merger Sub has
been supplied by VEDO and all information relating to GoSolutions has been
supplied by GoSolutions.

---



GOSOLUTIONS, INC.
1901 ULMERTON ROAD, SUITE 400, CLEARWATER, FLORIDA 33762
SPECIAL MEETING OF SHAREHOLDERS
TO BE CONVENED FEBRUARY 27, 2006

BOARD OF DIRECTOR
SOLICITED SHAREHOLDER PROXY

The Board of Directors
recommends a vote
FOR Proposal 1

The
undersigned, revoking all prior proxies, hereby appoints Thor Bendickson, with
full power of substitution, the proxies of the undersigned to vote all shares
of the capital stock of GoSolutions, Inc. (the Company) that the undersigned
is entitled to vote at the Special Meeting of Shareholders of the Company to be
held as described in the accompanying Notice of Special Meeting of Shareholders
and Proxy Statement for the meeting (collectively the Proxy Statement), and
at any and all adjournments thereof (the Meeting), on the matter described in
the Proxy Statement as follows:

1.          MERGER
TRANSACTION. The Board of Directors
recommends a VOTE FOR this proposal:

| |                                                                                                                                                                                                  
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | To
  approve the Agreement and Plan of Reorganization, dated as of February 16,
  2006, between the Company and a wholly-owned subsidiary of VillageEDOCS, and
  the merger contemplated thereby.

| |          |          
| | -------- | ---------
| | FOR o    | AGAINST o
| | ABSTAINo |          

THIS PROXY IS
SOLICITED ON BEHALF OF THE COMPANYS BOARD OF DIRECTORS AND WILL BE VOTED AS
DIRECTED HEREIN. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL ONE (1).

Shareholders
may revoke their proxies at any time before they are voted at the Meeting by
giving written notice to the Corporate Secretary of the Company, or by
delivering to the Companys main office a duly executed proxy bearing a letter
date, or upon request if the shareholder is present at the Meeting and votes in
person.

In
order that the appropriate arrangements may be made for the Meeting, please
indicate whether you plan to attend the Meeting:

| |                                                        |                                        |  | 
| | ------------------------------------------------------ | -------------------------------------- |  | 
| | o                                                      | I do plan to
  attend the Meeting.    
| |                                                        |                                       
| | o                                                      | I do not
  plan to attend the Meeting.
| |                                                        |                                       
| | Receipt of the Proxy Statement is hereby acknowledged.

| |                                                                       |  |                                             | 
| | --------------------------------------------------------------------- |  | ------------------------------------------- | 
| | DATED:
  ____________________, 2006                                  
| |                                                                       | 
| |                                                                       |  |                                            
| | (signature
  of shareholder)                                          |  | (signature of joint
shareholder, if any)   
| |                                                                       |  |                                            
| |                                                                       |  |                                            
| | (printed
  name)                                                      |  | (printed name of joint
shareholder, if any)
| |                                                                       |  |                                            
| |                                                                      
| | Number of
  Shares/ Class of Shares (common stock or preferred stock)

---



Please
complete the date of this Proxy, then sign the same exactlyas your name
appears on the envelope within which this material has been received. If shares
are owned of record jointly, each shareholder must sign. Agents, personal
representatives, guardians and trustees must give full title as such.
Corporations should sign by their president or other authorized officer, and
evidence of such authorization should be presented. Mark each vote with an X in the appropriate box.

YOUR VOTE IS VERY
IMPORTANT. Please mark, date, sign
and return in the accompanying envelope.

---