EXHIBIT 10.12

October 29, 2001

      The undersigned vendor, Leroy Molock ("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
Thirteen Thousand One Hundred Twenty-Five Dollars and No Cents ($13,125.00) have
been issued by Vendor. Company agrees that it shall issue Two Hundred Sixty-Two
Thousand Five Hundred (262,500) shares of its common stock (the "Stock" herein),
Leroy Molock; 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 $13,125.00, Company shall pay Vendor the difference between
$13,125.00 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 $13,125.00, 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.

Leroy Molock

BY: _________________
    Leroy Molock


VERTICAL COMPUTER SYSTEMS

BY: _________________
    Richard Wade