0001021408-02-007709 Sample Contracts

Schedule A Notice of Intent to Exercise Conversion Right
Promissory Note Modification Agreement • May 28th, 2002 • Villageedocs Inc • Services-business services, nec

Pursuant to Section 4(a) of that certain Promissory Note Modification Agreement dated May 9, 2002 (the "Agreement") by and among the undersigned and VillageEDOCS, a California corporation (the "Company"), the undersigned, with respect to $2,039,245.20 in unpaid principal only on the convertible promissory notes listed on the attached Schedule A, hereby elects to exercise the conversion right granted thereby to purchase 15,686,502 shares of the common stock of the Company at a price of $0.13 per share, which is the average of the Company's common stock closing bid price on the OTCBB for the ten consecutive trading days prior to the date of this Notice.

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