EXHIBIT 10.7

October 29, 2001

      The undersigned vendor, Donald P. Hateley ("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
Seventy-Five Thousand Dollars and No Cents ($75,000.00) have been issued by
Vendor. Company agrees that it shall issue One Million Five Hundred Thousand
(1,500,000) shares of its common stock (the "Stock" herein), Donald P. Hateley;
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 $75,000.00, Company shall pay Vendor the difference between $75,000.00
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
$75,000.00, 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.

Donald P. Hateley

BY: _________________
    Donald P. Hateley


VERTICAL COMPUTER SYSTEMS

BY: _________________
    Richard Wade