EXHIBIT 10.3

November 2, 2001

      The undersigned vendor, Law Offices of Gary Blum ("Vendor"), acknowledges
that it has performed certain services for and on behalf of Vertical Computer
Systems, Inc. ("Company") for which invoices in the amount of the approximate
amount of Thirty-Eight Thousand Four Hundred Thirty-Three Dollars and Fifty
Cents ($38,433.50) have been issued by Vendor. Company agrees that it shall
issue Seven Hundred Sixty-Eight Thousand Six Hundred Seventy (768,670) shares of
its common stock (the "Stock" herein), Gary Blum; and Company shall cause to be
filed immediately a Registration Statement on Form S-8 registering the Stock, to
permit the sale of the Stock as a means of reducing Company's outstanding
obligation to Vendor. Provided, however, the Stock shall be sold into the public
in an orderly and nondisruptive manner at the rate of no more than fifteen
percent (15%) of the total shares of stock issued per week. Company shall have
the express right, at any time, to pay any outstanding amounts owed to Vendor
and, upon such payment, Vendor shall return any remaining stock immediately to
Company. In the event that the net proceeds, after deducting any commissions,
from Vendor's sale of Stock are less than the amount of $38,433.50, Company
shall pay Vendor the difference between $38,433.50 and the net proceeds in cash
within ten (10) days of presentation by Vendor to Company of documentation of
the amount of net proceeds. Further, if the Stock is sold by Vendor, after
deducting any commissions, for a total of more than $38,433.50, then, any Stock
remaining will either (a) be returned to the Company or (b) with the Company's
written approval, sold with such additional amounts applied as a credit for the
Company.

Gary Blum

BY: _________________
    Gary Blum


VERTICAL COMPUTER SYSTEMS

BY: _________________
    Richard Wade