EXHIBIT 10.88


                                                                August 9, 2002

Mr. Eric Loos
President/CEO
E-Manda Corporation
40 Bridgegate Drive, Suite 100
San Rafael, CA 94903

      RE: AGENCY SERVICES

Dear Eric,

The  following  letter will confirm the material  terms of our mutual  agreement
between you and us, Vertical Computer Systems,  Inc. ("VCSY"),  whereby you will
provide  services as our agent and make  introductions,  negotiate and otherwise
facilitate  financing on behalf of iNet,  Inc. or any  successor-in-interest  to
iNet ("Newco").

In the event we actually  secure  funds from NIC,  Inc.  (NASDAQ  ticker  symbol
"egov"),  we shall pay you,  within 30 days of  receipt,  2.5% of the cash funds
actually  received on behalf of Newco  pursuant to a transaction  with NIC. Upon
execution of this agreement,  shall issue warrants to purchase 500,000 shares of
VCSY common stock at a share price based on the date of execution.  Furthermore,
in the event you raise $1.5 million  dollars in funds for Newco,  we shall issue
warrants  to  purchase  2.0  million   shares  VCSY  common   stock,   based  on
ninety-percent  (90%) of the share price that is the average  closing  price for
the five previous trading days prior to the closing date of the transaction.

It is the intent of the parties to enter into a long-form  agreement  concerning
the subject  matter hereof.  This agreement  shall be governed by California law
and subject to the jurisdiction and venue of California.

If the foregoing is acceptable to you, then please sign this letter agreement in
the space provided below. Thank you.

                              Sincerely yours,


                              Richard Wade
                              President/CEO, VCSY, Inc.

ACCEPTED AND AGREED:


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Eric Loos
President/CEO, E-Manda Corporation