Exhibit 4.5
Notice of Intent to Exercise Conversion Right
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VillageEDOCS
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Attn: Corporate Secretary
Ladies and Gentlemen:
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.
The undersigned represents and warrants to the Company that the undersigned is
acquiring the shares for investment only and not with a view to distribution or
resale except for transactions on the public market in accordance with
applicable law.
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Please print here the exact name desired to be on the stock certificate and the
records of the Company.
Schedule A
Notice of Intent to Exercise Conversion Right
[List of Notes Converted]