CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

      In connection with the Quarterly Report of Vertical Computer Systems, Inc.
(the "Company") on Form 10-QSB for the quarter ended June 30, 2003 as filed with
the Securities and Exchange  Commission on the date hereof (the  "Report"),  the
undersigned,  in the  capacities  and  on  the  dates  indicated  below,  hereby
certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to his knowledge:

      1. The Report fully  complies  with the  requirements  of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and

      2.  The  information  contained  in the  Report  fairly  presents,  in all
material  respects,  the  financial  condition  and results of  operation of the
Company.

Date: June 28, 2004                     By:  /s/ Sheri Pantermuehl
                                             -----------------------
                                             Sheri Pantermuehl
                                             Chief Financial Officer

A signed original of this written statement required by Section 906, or other
document authentications, acknowledging, or otherwise adopting the signature
that appears in typed form within the electronic version of this written
statement required by Section 906, has been provided to Vertical Computer
Systems, Inc. and will be retained by Vertical Computer Systems, Inc. and
furnished to the Securities and Exchange Commission or its staff upon request.