Exhibit 10.1

FIRST AMENDMENT
TO
LOAN AND SECURITY AGREEMENT

This First Amendment to Loan and Security Agreement is entered into as of February 24, 2009 (the "Amendment"), by and between PENINSULA BANK BUSINESS FUNDING, a division of THE PRIVATE BANK OF THE PENINSULA ("Bank") and VILLAGEEDOCS, INC. ("Borrower").

RECITALS

Borrower and Bank are parties to that certain Loan and Security Agreement dated February 6, 2008, as amended from time to time (the "Agreement").  The parties desire to amend the Agreement in accordance with the terms of this Amendment. 

NOW, THEREFORE, the parties agree as follows:

1.                The following defined terms in Section 1.1 of the Agreement are added or amended to read as follows:

"EBITDA" means earnings before interest, taxes, depreciation and amortization, measured in accordance with GAAP.

"Revolving Line" means a credit extension of up to one million dollars ($1,000,000).

"Revolving Maturity Date" means February 24, 2010.

2.                Section 2.3(a) is amended in its entirety to read as follows:

(a)          Interest Rates.   Except as set forth in Section 2.3(b), the Advances shall bear interest, on the outstanding Daily Balance thereof, at a rate equal to five percent (5.0%) above the Prime Rate; provided however , that at no time shall the rate be less than eight and one half percent (8.5%).

3.                The following sentence shall be added after the first sentence in Section 2.3(c) of the Agreement:

Beginning with the three month period ending on May 31, 2009, the minimum interest payable with respect to any three-month period shall be $7,000.

4.                The following shall be added as subsection (c) to Section 2.5 of the Agreement:

(c)          Adva