EXHIBIT 10.5

October 29, 2001

      The undersigned vendor, Allison Enderle ("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
Six Thousand Eight Hundred Seventy-Three Dollars and No Cents ($6,873.00) have
been issued by Vendor. Company agrees that it shall issue One Hundred
Thirty-Seven Thousand Four Hundred Sixty (137,460) shares of its common stock
(the "Stock" herein), Allison Enderle; 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 $6,873.00, Company shall
pay Vendor the difference between $6,873.00 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 $6,873.00, 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.

Allison Enderle

BY: _________________
    Allison Enderle


VERTICAL COMPUTER SYSTEMS

BY: _________________
    Richard Wade