EXHIBIT 10.5

July 10, 2001

      The undersigned vendor, Gary L. Blum, Esq. ("Vendor"), acknowledges that
it has performed certain legal services for and on behalf of Vertical Computer
Systems, Inc. ("Company") for which invoices in the amount of the approximate
amount of $60,200 have been issued by Vendor. Company agrees that it shall issue
1,627,027, shares of its common stock (the "Stock" herein), with a market price
per share of $0.037 as of July 10, 2001, to Vendor; 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
market in an orderly and nondisruptive manner. In the event that the net
proceeds, after deducting taxes and commissions, from Vendor's sale of Stock are
less than the amount of $60,200, Company shall pay Vendor the difference between
$60,200 and the net proceeds in cash within 10 days of presentation by Vendor to
Company of documentation of the amount of net proceeds. Further, in the event
that the total Stock sold by Vendor exceeds $90,300, then the remaining Stock
will be returned to the Company or, with the Company's approval, sold with
additional amounts applied as a credit for the Company.


By:______________________________
      Gary L. Blum, Esq.

Vertical Computer Systems, Inc.


By:______________________________
      Richard Wade, President