EXHIBIT 10.14

October 29, 2001

      The undersigned vendor, Steve Rossetti ("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 Five Hundred Dollars and No Cents ($13,500.00) have been
issued by Vendor. Company agrees that it shall issue Two Hundred Seventy
Thousand (270,000) shares of its common stock (the "Stock" herein), Steve
Rossetti; 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 $13,500.00, Company shall pay Vendor the difference between
$13,500.00 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 $13,500.00, 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.

Steve Rossetti

BY: _________________
    Steve Rossetti


VERTICAL COMPUTER SYSTEMS

BY: _________________
    Richard Wade