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 September 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
                                          -----------------------------
                                       Name:      Sheri Pantermuehl
                                       Title:     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.