EMPLOYMENT AGREEMENT

Exhibit 99.5

EMPLOYMENT AGREEMENT

This Employment Agreement (this " Agreement " ) is made as of August 1, 2008 (the "Effective Date") by VILLAGEEDOCS , a California corporation (the " Employer " ), and ANDRE P. HADZI-PAVLOVIC (the " Employee " ).

            The parties, intending to be legally bound, agree as follows:

            1.         EMPLOYMENT TERMS AND DUTIES

                        1.1       Employment.   The Employer hereby employs the Employee, and the Employee hereby accepts employment by the Employer, upon the terms and conditions set forth in this Agreement.  Employee's office shall be located Orange County, CA during the term of this Agreement.

                        1.2       Term.   Subject to the provisions of Section 6, the term of the Employee ' s employment under this Agreement will be two (2) years, beginning on the Effective Date and ending on the second anniversary of the Effective Date.  After the initial term, this Agreement will automatically extend for successive terms of one year each unless either party gives notice to the other party at least thirty (30) days prior to the end of any year that it does not desire to extend the term.

                        1.3       Duties.  The Employee is employed by the Employer to render services on behalf of the Employer, or any of its affiliates, that the President or the Board of Directors of the Employer may, from time to time, assign.  The Employee shall report directly to the President of the Employer, and the Employee agrees to comply with the Employer's policies, rules and regulations as determined and amended from time to time by the Board of Directors of the Employer. The Employee will devote his entire business time, attention, skill, and energy exclusively to the business of the Employer, will use his best efforts to promote the success of the Employer ' s business, and will cooperate fully with the Board of Directors in the advancement of the best interests of the Employer.  Nothing in this Section 1.3, however, will prevent the Employee from engaging in additional activities in connection with personal investments and community affairs that are not inconsistent with the Employee ' s duties under this Agreement. 

                        1.4       Office.   During the term of his employment, Employee shall have the title of Senior Vice President of Product Planning.

            2.         COMPENSATION

(a)       Salary.   In consideration of the services to be rendered under this Agreement, Employer shall pay Employee a salary of ONE HUNDRED THOUSAND SEVENTY-FIVE AND NO/100 DOLLARS ($175,000) per year, payable according to Employer's normal payroll practices. All compensation to be paid to Employee under this Agreement shall be less withholdings required by law.

(b)       Stock Options. 

(i) Within ten (10) days after the Effective Date, Employee shall receive a qualified stock option grant (the "Option") of TWO MILLION (2,000,000) shares of VillageEDOCS' common stock, no-par-value, with an exercise price equal to the closing bid price of VillageEDOCS' common stock on the Over-the-Counter Bulletin Board on the last trading day prior to Employee's signing this Agreement.  Shares granted under Option shall vest pro rata on an annual basis over a five (5) year period from the Effective Date.

(ii) Within ten (10) days after the Effective Date, Employee shall receive a qualified stock option grant (the "Option") of TWO MILLION (2,000,000) shares of VillageEDOCS' common stock, no-par-value, with an exercise price equal to the closing bid price of VillageEDOCS' common stock on the Over-the-Counter Bulletin Board on the last trading day prior to Employee's signing this Agreement.  Shares granted under Option shall vest pro rata on an annual basis over a two (2) year period from the Effective Date.

(iii) The Option granted and the shares purchased pursuant to the Options (collectively "Option Shares " ) shall be subject to the terms and conditions of the VillageEDOCS Equity Incentive Plan and the parties shall enter into a separate stock option agreement reflecting the terms of these stock option grants. In the event of a conflict between the provisions, including terms and conditions, set forth in this Agreement and the VillageEDOCS Equity Incentive Plan, the terms of this Agreement shall control.

                                    (c)       Benefits.   During the term of employment the Employee will be afforded the opportunity to participate in such pension, profit sharing, bonus, life insurance, hospitalization, major medical, and other employee benefit plans of the Employer that may be in effect from time to time, to the extent the Employee is eligible under the terms of those plans.

            3.         FACILITIES AND EXPENSES

                        The Employer will furnish the Employee office space, equipment, supplies, and such other facilities and personnel reasonably necessary or appropriate for the performance of the Employee ' s duties under this Agreement.  The Employer will pay on behalf of the Employee (or reimburse the Employee for) reasonable expenses incurred by the Employee at the request of, or on behalf of, the Employer in the performance of the Employee ' s duties pursuant to this Agreement.  The Employee must file expense reports with respect to such expenses in accordance with the Employer ' s policies.

            4.         VACATIONS

            The Employee will be entitled to accrue four (4) weeks paid vacation each calendar year in accordance with the vacation policies of the Employer in effect for its employees from time to time. 

            5.         TERMINATION

                        5.1       Events of Termination.  The employment and any and all other rights of the Employee under this Agreement or otherwise as an employee of the Employer will terminate (except as otherwise provided in this Section 5):

upon the death of the Employee;

upon the permanent disability of the Employee; or

                                    (c)       for good reason (as defined in Section 5.2) upon not less than thirty (30) days ' prior notice from the Employer to the Employee.

                        5.2       Definition of " For Good Reason. "   For purposes of Section 5.1, the phrase " for good reason " means (a) the Employee ' s material breach of this Agreement; (b) the Employee ' s failure to adhere to any written Employer policy if the Employee has been given a reasonable opportunity to comply with such policy or cure his failure to comply; (c) the appropriation (or attempted appropriation) of a material business opportunity of the Employer, including attempting to secure or securing any personal profit in connection with any transaction entered into on behalf of the Employer; (d) the misappropriation (or attempted misappropriation) of any of the Employer ' s funds or property having a material value; or (e) the conviction of or the entering of a guilty plea or plea of no contest with respect to, a felony or the equivalent thereof.

                        5.3       Definition of "Permanent Disability."  For purposes of Section 5.1, "permanent disability" shall be defined as the mental or physical incapacity of Employee which would prevent the Employee from performing his normal and customary duties for a period of six (6) consecutive months. 

                        5.4       Termination Pay.   Effective upon the termination of this Agreement pursuant to Section 56.1 or if the Employee voluntarily terminates his employment with the Employer, the Employer will be obligated to pay the Employee (or, in the event of his death, his designated beneficiary) only such compensation up to the date of termination.  If employment is terminated by the Employer, other than "for good reason" pursuant to Section 5.1(c) hereof, then the Employer will be obligated to pay the Employee the salary and Bonus provided for in Sections 2(a) and (b) for the remaining original term of this Agreement.    

            6.         COVENANT NOT TO COMPETE; NOT TO SOLICIT; NON-DISCLOSURE COVENANT; EMPLOYEE INVENTIONS

                        6.1       Non-Competition .  The Employee agrees, (i) during the Employment Period, and (ii) for a period thereafter until the later of two years from the Effective Date of this Agreement or one year from the end of the Employment Period (the "Non-Competition Term"), not to, directly or indirectly, either through any form of ownership or as an individual, director, officer, principal, agent, employee, employer, adviser, consultant, shareholder (other than passive investments in public companies resulting in less than 2% ownership of each such company), partner, or in any other individual or representative capacity whatsoever, either for his own benefit or for the benefit of any Person, without the prior written consent of the Employer (which consent may be withheld in its reasonable discretion), engage in any manner in the Business, as defined below, in the United States of America or any other location where the Employer has conducted or currently is conducting business as of the date of this Agreement or conducts business during the Employment Period or the Non-Competition Term.  For purposes of this Section 6, "Business" means the development, distribution and support of software in the content management marketplace to any customer from whom either the Employer or Decision Management Company, d/b/a Questys Solutions, Inc. ("Questys") has received revenue during the term of this Agreement or the two (2) years prior thereto .  Any such acts during the Employment Period and/or the Non-Competition Term shall be considered breaches and violations of this Agreement.

6.2       Non-Solicitation .  The Employee also agrees that, during the Employment Period and for an additional period of one year from the end of the Employment Period (the "Non-Solicitation Term"), neither he nor any individual, partner(s), limited partnership, corporation or other entity or business with which he is in any way affiliated, including without limitation, any partner, limited partner, director, officer, shareholder or employee of any such entity or business, will request, induce or attempt to influence, directly or indirectly, any employee of the Employer or its affiliates to terminate their employment with the Employer or its affiliates, as applicable.  The Employee further agrees that, during the Non-Solicitation Term, he shall not, directly or indirectly, as an individual, employee, agent, consultant, owner, director, partner or in any other individual or representative capacity of any other person, solicit or encourage any present or future customer or client of the Employer to terminate, limit or otherwise adversely alter his, her or its relationship with the Employer, as applicable, or seek to provide goods and services related to the Business to any present or future clients or customers of the Employer.

                        6.3       Reasonableness .  The Employee hereby acknowledges that the geographic boundaries, scope of prohibited activities and the time duration of the provisions of this Section 6 are reasonable and are no broader than are necessary to protect the legitimate business interests of the Employer, including protecting the value and goodwill of the Employer in acquiring the stock of Questys