EXHIBIT 4.6 CONVERTIBLE NOTE

Exhibit 4.6

            THIS NOTE AND THE SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO VILLAGEEDOCS THAT SUCH REGISTRATION IS NOT REQUIRED.

CONVERTIBLE NOTE

Date of Issuance:        April 13, 2005

FOR VALUE RECEIVED, VILLAGEEDOCS, a California corporation (hereinafter called "Borrower"), hereby promises to pay to BARRON PARTNERS, LP, 730 Fifth Avenue, 9 ^th Floor, New York, New York, 10019 (the "Holder") or order, without demand, the sum of Eight Hundred Thousand Dollars and No Cents ($800,000.00) ( " Principal " ), without interest, on September 30, 2005 (the " Maturity Date " ).

ARTICLE I

GENERAL PROVISIONS

1.1       No Interest.   This Note shall not bear interest.

1.2       Payment Grace Period.  The Borrower shall have a ten (10) day grace period to pay any monetary amounts due under this Note, after which grace period a default interest rate of five percent (5%) per annum shall apply to the amounts owed hereunder.

ARTICLE II

CONVERSION RIGHTS

            The Holder shall have the right to convert the principal due under this Note into Shares of the Borrower's Stock as set forth below.

2.1.      Conversion into the Borrower's Stock.

            (a)       The Holder shall have the right from and after the date of issuance of this Note until this Note is fully paid, to convert the entire outstanding and unpaid Principal portion of this Note upon delivery of a Notice of Conversion in the form attached hereto (the date of giving of such Notice of Conversion being the " Conversion Date " ) into fully paid and nonassessable shares of Common Stock at the Conversion Price (defined below) ; provided, however, that effective as of the date (the "Preferred Stock Authorization Date") of amendment of the Company's Articles of Incorporation to authorize and designate a class of preferred stock s ubject to the terms set forth in the Certificate of Designations of Preferences, Rights and Limitations attached hereto as Exhibit A hereto (the "Preferred Stock") this Note will cease to be convertible into Common Stock and will automatically become convertible into Preferred Stock at the Conversion Price .  Upon delivery to the Borrower of the Notice of Conversion, Borrower shall issue and deliver to the Holder within ten (10) business days from the Conversion Date ( "Delivery Date") that number of shares of Common Stock or Preferred Stock, as applicable, that equals the Principal divided by the Conversion Price . 

            (b)       Subject to clause (c) below and Section 6.20 of the Purchase Agreement, the " Conversion Price " per share shall be $0.05.

            (c)       Prior to the Preferred Stock Authorization Date, the character of securities issuable upon conversion of this Note and the Conversion Price therefore, are subject to adjustment upon the occurrence of the following events, and all such adjustments shall be cumulative:

(i)        The Conversion Price of this Note and the number of shares of Common Stock issuable upon conversion of this Note shall be appropriately adjusted to reflect any stock dividend, stock split, combination of shares, reclassification, recapitalization or other similar event affecting the number of outstanding shares of stock or securities.

(ii)       In case of any consolidation or merger of the Company with or into any other corporation, entity or person, or any other corporate reorganization, in which the Company shall not be the continuing or surviving entity of such consolidation, merger or reorganization (any such transaction being hereinafter referred to as a " Reorganization " ), then, in each case, the Holder, on conversion hereof at any time after the consummation or effective date of such Reorganization (the " Effective Date " ), shall receive, in lieu of the shares of stock or other securities at any time issuable upon the conversion of the Note issuable on such exercise prior to the Effective Date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon the Effective Date if such Holder had converted this Note immediately prior thereto.

(iii)      If an Anti-Dilution Triggering Event (as that term is defined in the Note Purchase Agreement) occurs, then the Company shall adjust the Conversion Price such that the number of shares of Common Stock issuable upon conversion of the Note is increased in proportion to the number of subsequently issued shares of Common Stock triggering the Anti-Dilution Triggering Event.

(d)       In case of any adjustment or readjustment in the price or kind of securities issuable on the conversion of this Note pursuant to clause (c) above , the Company will promptly give written notice thereof to the Holder in the form of a certificate, certified and confirmed by an officer of the Company, setting forth such adjustment or readjustment and showing in reasonable detail the facts upon which such adjustment or readjustment is based.

            ( e) Borrower covenants and agrees to reserve out of its authorized and unissued Common Stock and, on and after the Preferred Stock Authorization Date, out of its authorized and unissued Preferred Stock, that number of shares of capital stock into which this Note may be converted .  Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable.  Borrower agrees that its issuance of this Note shall constitute full authority to its officers, agents, and transfer agents who are charged with the duty of executing and issuing stock certificates to execute and issue the necessary certificates for shares upon the conversion of this Note.