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Exhibit 99.3SECURITY AGREEMENT
This SECURITY AGREEMENT ("Security Agreement") is made this 1 day of August , 2008, by and among VillageEDOCS, a Delaware corporation ("VillageEDOCS"), Viojin Hadzi-Pavlovic and Gloria Hadzi-Pavlovic, tenants in common ("Pavlovic") , and Decision Management Company, D/B/A Questys Solutions Inc. ( " Questys " ).
WHEREAS, VillageEDOCS has acquired all of the common stock of Questys from Pavlovic pursuant to a Stock Purchase Agreement among the parties dated August 1, 2008;
WHEREAS, VillageEDOCS has issued to Pavlovic a Promissory Note in the original face amount of Nine Hundred Thousand Dollars ($900,000) as partial consideration for the acquisition of the Questys Common Stock from Pavlovic (the "Note");
WHEREAS, in order to secure payment under the Note Pavlovic desires a security interest in the intellectual property and other certain assets of Questys (collectively "Collateral") secure payment of the Note . ;
WHEREAS, VillageEDOCS has a credit facility with Private Bank of Peninsula ("Senior Lender") and accordingly the parties desire to set forth the respective rights, duties and obligations as it relates to the Senior Lender and Pavlovic's right, title and interest in and to the collateral and priority and timing of payment obligations under the Note.
1. R ecitals . The above recitals are true and correct and are incorporated herein by reference.
2. Security Interest . Each of VillageEDOCS and Questys hereby grants to Pavlovic a security interest in and to the following Collateral:
(a) Trademarks, Etc. All trademarks and service marks now held by Questys, both those that are registered with the United States Patent and Trademark Office and any unregistered marks used by Questys in the United States; and trade dress, including logos and designs, in connection with which any such marks are used, together with all registrations regarding such marks and the rights to renewals thereof, and the goodwill of the business of Questys symbolized by such marks; and
(b) Copyrights . All copyrights now held or developed by Questys.
(c) Proprietary Information, Computer Software and Data, Proprietary Software Products, Etc . All proprietary information, work product, material and trade secrets of Questys with respect to Questys business and all proprietary computer software programs, including the source code version thereof, and the information contained therein and all intellectual property rights with respect thereto, including, but not limited to future enhancements and derivatives.
3. Covenants . Each of VillageEDOCS and Questys covenants and agrees that, until payment in full of the indebtedness owed by VillageEDOCS to Pavlovic it will :
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