EXHIBIT 10.54

                                OPTION AGREEMENT


         THIS OPTION AGREEMENT (the "Option Agreement") is made this 21th day of
December  2001,  by and between  INETPURCHASING,  INC.,  a Delaware  corporation
(hereinafter the "Corporation"), and VERTICAL COMPUTER SYSTEMS, INC., a Delaware
corporation ("Vertical ").

                                    RECITALS

         The  Corporation is in the business of providing  Internet  procurement
services and products to governmental agencies (the "Business").

         Vertical  desires to purchase and the  Corporation  desires to grant to
Vertical an option to acquire a majority interest in the Corporation,  under the
terms provided in the Stock Purchase Agreement and Stockholder's  Agreements, in
the form attached hereto as Exhibits A and B respectively.

         IN  CONSIDERATION  of the foregoing and the mutual  covenants set forth
herein, and intending to be legally bound, the parties agree as follows:

             1. In exchange for the option price of ONE HUNDRED  FORTY  THOUSAND
DOLLARS (US $140,000) payable in four (4) equal payments of THIRTY FIVE THOUSAND
DOLLARS  (US$35,000) on December 21, 2001,  January 21, 2001,  February 21, 2002
and March 21,  2002,  the  Corporation  hereby  grants to Vertical the option to
purchase the stock of the  Corporation  according  to the terms  provided in the
Stock  Purchase  Agreement  and  Stockholders  Agreements,  in the form attached
hereto as Exhibits A and B respectively with the following exception:

             Secs.b.3.a  through i  (payment  schedules)  shall be  deleted  and
replaced with:

             Sec.b.3.a:  On or before April 1, 2002 (the Closing Date) the buyer
shall deliver to the  Corporation  $1,000,000  in cash or marketable  securities
(which shall be defined as securities that may be immediately sold on a national
stock exchange on the date of deliver to the  Corporation)  (the "CASH PORTION")
(less the  option  payments  ($140,000)  plus  70,000  shares of the  "Preferred
Stock".

             2.  Notwithstanding  anything in the Stockholders  Agreement to the
contrary,

                    a.  Vertical  may  pledge  its stock in the  Corporation  as
                        security for its capital raising efforts;

                    b.  Upon execution of this Option Agreement,  Vertical shall
                        be permitted to appoint one (1) director to the Board of
                        Directors of the Corporation;

                    c.  The term  "Sale  Date,"  which is  defined in Article 2,
                        paragraph 1.b. of the Stockholders  Agreement,  shall be
                        no later than September 30, 2002,"


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                    d.  During the period,  a  Supermajority,  as defined in the
                        Stockholders  Agreement  will be required for all "Major
                        Decisions," as defined in the Stockholders Agreement.

                    e.  All terms of the Stockholders Agreement, including those
                        modified  herein,  shall be effective  upon execution of
                        this Option Agreement.

                    f.  If any payment  date is missed by more than 15 days this
                        Option   Agreement   and  the   attached   Stockholder's
                        Agreement  and  Stock  Purchase  Agreements  immediately
                        become  null and  void and  prior  option  payments  are
                        forfeited.

            3. The below options shall be issued one-half in the form of options
pursuant to the Incentive Stock Option Plan of 1999 (the "Options") and one-half
in the form of warrants ("Warrants") as set forth below

               a. Upon  execution of this  Agreement,  Vertical  agrees to issue
Options  at a strike  price of  $0.010  (the  share  price as of the date of the
execution of this Option Agreement)  pursuant to the Employment  Agreements,  as
defined in the Stock Purchase  Agreement,  subject to a lock up provision  which
limits  the sales of such  stock to no more than  one-quarter  of such share for
each month for a period of four months as follows:

                        (i)   Basil Nikas       1,500,000

                    a.  (ii)  Robin Mattern     1,500,000

                    b.  (iii) Wayne Savage        500,000

               b.  Vertical  shall  promptly  issue the Options and Warrants set
forth in  subparagraph  (i)-(iii)  below at a strike  price equal to the closing
price of the Vertical  common stock on the date of January 6, 2002. In the event
that Vertical does not acquire a majority interest in the Company, these Options
and Warrants set forth in b (i), (ii), and (iii) shall be void and the holder of
said  warrants  shall have no rights to  purchase  any Company  common  stock in
connection  with these Options or Warrants,  as the case may be. The Options and
Warrants to be issued in this subsection shall be issued as follows:

                                Holder               Stock Options    Warrants
                    ------------------------------------------------------------
                        (i)     Basil Nikas          2,250,000        3,750,000

                        (ii)    Robin Mattern        2,250,000        3,750,000

                        (iii)   Wayne Savage           750,000        1,250,000

                    c. Except as provided above, the strike price for the Option
Agreement,  the Stockholders Agreement and the Stock Purchase Agreement shall be
that of the date of the  signing  of this  Option  Agreement.  The  terms of the
executed  Employment  Agreements shall not be otherwise  modified by this Option
Agreement except as set forth herein.

         4.  Notwithstanding  anything in the Stock  Purchase  Agreement  to the
contrary, the Corporation shall deliver to Vertical:

                    a.  A  Certificate  from the  Secretary of State of Delaware
                        reflecting  the  Corporation's  good standing  within 45
                        days;


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                    b.  A draft of the Amended  Articles of  Incorporation to be
                        filed with the Delaware  Secretary of State, as required
                        by the Stock Purchase Agreement (within 45 days);

                    c.  Within five (5) days, a final list of the  Corporation's
                        Shareholders  and  their  interests,  as of the  date of
                        execution of this Option Agreement;

                    d.  Prepare  by  the  fifteenth  of  each  month   financial
                        statements in accordance with GAAP:

                    e.  Executed  originals  of the  Stock  Purchase  Agreement,
                        Employment Agreements and Stockholders Agreement and all
                        Certificates,   required   to  be   delivered   by   the
                        Corporation   at  the  Closing  of  the  Stock  Purchase
                        Agreement including all documents reasonably required to
                        dissolve  the  Vertical-iNPI   LLC  and   iNetGovernment
                        Services LLC;

                    f.  The  EmilyTM  License  Agreement  in the  form  attached
                        hereto as Exhibit C.

         4. Seller's Default.  Should the Corporation fail to satisfy any of its
obligations under the Stock Purchase Agreement,  Vertical shall be entitled to a
full refund of its options and repayment of any monies advanced, plus interest.

         5. Miscellaneous.

            5.1 AUTHORITY. Each party hereto represents and warrants that it has
full power and authority to enter into this Option Agreement and to perform this
Option Agreement in accordance with its terms.

            5.2  GOVERNING  LAW.  This  Option  Agreement  shall  be  construed,
interpreted and enforced in accordance with the laws of the State of Texas.

            5.3 SUCCESSORS AND ASSIGNS.  This Option  Agreement shall be binding
upon,  and inure to the  benefit  of, the  parties  hereto and their  respective
successors and assigns.

            5.4 CAPTIONS.  The captions of the sections of this Option Agreement
are for convenience of reference only and in no way define,  limit or affect the
scope or substance of any section of this Option Agreement.

            5.5  SEVERABILITY.  In the event that any  provision  of this Option
Agreement shall be invalid,  illegal or otherwise  unenforceable,  the validity,
legality  and  enforceability  of the  remaining  provisions  shall in no way be
affected or impaired thereby.

            5.6 AMENDMENT.  This Option Agreement may be amended only in writing
executed by the parties hereto.

            5.7 ATTORNEY'S  FEES. In the event of a dispute the prevailing party
shall be entitled to be reimbursed for its legal fees by the other party.

            5.8 CONFLICT. In the event of any conflict between the terms of this
Option Agreement and Stock Purchase Agreement and Stockholder's Agreements,  the
terms of this Option Agreement shall control.


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            5.9  JURISDICTION;  SERVICE OF  PROCESS.  Any  action or  proceeding
seeking to enforce any  provision of, or based on any right arising out of, this
Option  Agreement  may shall be brought  against any of the parties  only in the
courts of the State of California,  County of Los Angeles,  or, if it has or can
acquire the necessary jurisdiction,  in the United States District Court for the
Central  District  of  California,  and  each  of the  parties  consents  to the
exclusive  jurisdiction of such courts (and of the appropriate appellate courts)
in any such action or proceeding and  irrevocably  waives any objection to venue
laid therein.  Process in any action or proceeding  referred to in the preceding
sentence may be served on any party anywhere in the world.


         IN WITNESS WHEREOF, the parties have executed this Option Agreement
effective as of the day and year first set forth above.

                                           iNET PURCHASING, INC.


                                           By:
                                              ----------------------------------
                                                 Basil Nikas, President

                                           VERTICAL COMPUTER SYSTEMS, INC.


                                           By:
                                              ----------------------------------
                                                 Richard Wade, President


         ACCEPTED AND AGREED:

---------------------------------
Basil Nikas, an individual shareholder
Dated:
      ------------------

         ACCEPTED AND AGREED:

---------------------------------
Robin Mattern, an individual shareholder
Dated:
      ------------------


         ACCEPTED AND AGREED:


---------------------------------
Wayne Savage, an individual shareholder
Dated:
      ------------------




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                                    EXHIBIT A
                           (Stock Purchase Agreement)





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                                    EXHIBIT B
                            (Stockholders Agreement)








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                                    EXHIBIT C
                           (Emily(TM) License Agreement)







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