EXHIBIT 10.6

October 30, 2001

      The undersigned vendor, Robert Farias ("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
Twenty-Five Thousand Dollars and No Cents ($25,000.00) have been issued by
Vendor. Company agrees that it shall issue Five Hundred Thousand (500,000)
shares of its common stock (the "Stock" herein), Robert Farias; 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 $25,000.00, Company shall pay Vendor the difference between $25,000.00 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
$25,000.00, 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.

Robert Farias

BY: _________________
    Robert Farias


VERTICAL COMPUTER SYSTEMS

BY: _________________
    Richard Wade