Exhibit 10.69

                             STOCK PLEDGE AGREEMENT

                                                        Date: October 31, 2001

TO :  Robert Farias

PLEDGE OF STOCK

      To induce  you,  Robert  Farias,  a Texas  resident,  513  Sunrise  Trail,
Dripping  Springs,  Texas  78620  (hereinafter  "You"),  to  make a loan of U.S.
$200,000.00  to  VERTICAL  COMPUTER  SYSTEMS,   INC.,  a  Delaware   corporation
("Company")  to in the amounts of  $100,000.00  directly to Company  (the "First
Installment") and $100,000 to purchase the certain assets set forth in the Asset
Purchase  Agreement  ("the  Second  Installment"),   and  as  evidenced  by  our
Promissory  Note by and between Company and you in that amount dated the date of
this Stock Pledge Agreement (the  "Agreement"),  bearing interest at the rate of
per annum of twelve  percent  (12%),  and payable to your order  pursuant to the
terms of our Promissory Notes (each of which is referred to as the "Note", which
term will include any amendments  thereto and  substitutions  therefor),  and in
consideration  of your  making said loan,  and to secure  payment of all amounts
owing  under the Note and this  Agreement  and  performance  of all of our other
obligations  under the Note and under this  Agreement,  the  undersigned  hereby
pledge  to you and  grant  you a  security  interest  in FOUR  HUNDRED  THOUSAND
(400,000)  shares of  EResource  Capital  Group  common  stock,  represented  by
certificate(s)  no. 0449 and,  provided the  aforesaid  shares have been sold or
exhausted as Collateral prior to timely repayment of the Note, sufficient shares
of Company  common  stock to account  for the amount of the  deficiency  not yet
paid.

DEFINITION  OF  COLLATERAL;  METHOD OF SELLING  COLLATERAL  AND  REPAYMENT  OF
PROMISSORY NOTE

      The term  "Collateral"  means (i) the  shares of stock  pledged  under the
foregoing  paragraph  (collectively  called  the  "Stock"),  and (ii) any  cash,
securities or other property paid or otherwise  distributed on, with respect to,
or in exchange for any Collateral. Upon default under this Agreement, you may at
any time transfer the stock or any other  Collateral  into your name or the name
of your  nominee.  The method of  repayment of the  Promissory  note is to be as
follows:  The Company  shall open an account  and deposit the 400,000  EResource
Capital  Group  shares  with a brokerage  firm  agreed upon by the parties  (Jay
Alexander).  The brokerage firm shall be given  instructions  which are mutually
agreeable  to the  parties to sell the  400,000  shares in such manner to timely
repay all sums due the Lender pursuant to the Note.

WARRANTIES

      We hereby warrant to you that:

      a.    The Company is duly incorporated and validly existing under the laws
            of the State of Delaware;

      b.    We have  taken  all  necessary  corporate  action to  authorize  the
            execution,  delivery and performance of this Agreement and the Note,
            which constitute our legally binding obligations;

      c.    we are the sole owner of the Stock;

      d.    the Stock is validly issued, is fully paid and  non-assessable,  and
            is not subject to any claim, restriction,  lien or other encumbrance
            except as provided in this Agreement;

      e.    we may  pledge and grant a security  interest  in the Stock  without
            obtaining   the   approval   of  any  other   person,   corporation,
            partnership, or other entity, or any governmental authority,


                             STOCK PLEDGE AGREEMENT

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PROHIBITION ON TRANSFER OF COLLATERAL

      We agree that we will not sell,  transfer,  assign or encumber  any of our
rights  in  any  of the  Collateral  or  grant  any  rights  in or to any of the
Collateral except pursuant to this Agreement.

FURTHER ASSURANCES

      We will, at our expense, take or cause to be taken such action and execute
and deliver or cause to be executed and delivered such additional agreements and
documents  as you may request in  connection  with this  Agreement or any of the
Collateral  or to  perfect  your  security  interest  in any of the  Collateral,
including,  without  limitation,  delivering any Collateral to you and executing
and filing financing and other  statements under the Uniform  Commercial Code in
effect in any state;  and we hereby  authorize you to sign any such agreement or
document  or  statement  on our  behalf and to file any such  statement  with or
without our signature.


DEFAULT

      Upon a default under any of the provisions of the Note, or if any warranty
by us hereunder is  incorrect,  or if we fail to perform any of our  obligations
under this  Agreement  (any such default or breach of warranty or failure  being
herein called "a default under this Agreement"),  you may, without notice,  take
such action as you deem  advisable  with respect to the  Collateral,  including,
without  limitation,  selling any of the Collateral at public or private sale on
such  terms  as you  deem  appropriate;  and  you  are  also  authorized  as our
attorney-in-fact  to endorse or  otherwise  effect  the  transfer  of any of the
Collateral. At any such sale you may be the purchaser.

REMEDIES; ORDER OF PURSUIT

      You shall not be  required  to resort to or pursue  any of your  rights or
remedies  under or with respect to any other  agreement or any other  collateral
before  pursuing any of your rights or remedies  under this  Agreement.  You may
pursue your rights and remedies in such order as you determine, and the exercise
by you of any right or remedy will not preclude your  exercising any other right
or remedy.

DELAY; WAIVER

      The failure or delay by you in exercising any of your rights  hereunder or
with  respect  to the  Note or any  other  collateral  securing  the Note in any
instance shall not  constitute a waiver  thereof in that or any other  instance.
You may waive your rights only by an instrument in writing signed by you.

EXPENSES

      We agree to pay on demand (a) all expenses (including, without limitation,
legal fees and disbursements) incurred by you in connection with the negotiation
and  preparation of this Agreement and the perfection of your security  interest
in any of the  Collateral,  and (b) all expenses of enforcing the  provisions of
this Agreement and your rights against any of the Collateral, including, without
limitation,  expenses  and fees of legal  counsel,  court  costs and the cost of
appellate proceedings.

WHERE TO MAKE PAYMENTS

      All payments under this Agreement  shall be made in lawful currency of the
United  States of  America  in  immediately  available  funds at the  address as
provided  in the Note,  or in such other  manner or at such  other  place as you
shall designate in writing.


                             STOCK PLEDGE AGREEMENT

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NOTICES

      Unless otherwise specified,  all notices or other communications  required
herein  must be in writing  and will be deemed to have been duly  served if hand
delivered,  sent by first class mail  postage  prepaid and  properly  addressed,
return  receipt  requested,  or sent by  overnight  delivery.  Notices  shall be
delivered  to the  address  of each  party as set  forth  above or as  otherwise
designated by the  respective  party,  as the case may be. All notices to Farias
shall be addressed to Robert Farias at 3436 Verdugo Road,  Suite 250,  Glendale,
CA 91208.

GOVERNING LAW; AGENT FOR SERVICE OF PROCESS

      This  Agreement  and your rights and our  obligations  hereunder  shall be
governed by and construed in accordance with the law of the State of California.
We agree that any legal action or proceeding  with respect to this  Agreement or
any of the  Collateral  may be brought in the courts of the State of  California
and of the United  States having  jurisdiction  in the County of Los Angeles and
State of California  and for the purpose of any such legal action or proceeding,
we hereby submit to the non-exclusive  jurisdiction of such courts and agree not
to raise and waive any objection we may have based upon personal jurisdiction or
the venue of any such court or FORUM NON  CONVENIENS.  We agree not to bring any
action  or  other  proceeding  with  respect  to  this  Agreement  or any of our
obligations  under this  Agreement  in any other court unless such courts of the
State of  California  and of the United States  determine  that they do not have
jurisdiction  in the matter.  For  purposes  of any  proceeding  involving  this
Agreement,  we hereby  irrevocably  appoint Gary L. Blum,  Esq.,  3278  Wilshire
Blvd., #603, Los Angeles,  CA 90010, our agent to receive service of process for
us and on our behalf.

      We will at all times  maintain  an agent to receive  service of process in
California, on our behalf with respect to this Agreement, and in the event that,
for any reason,  the agent named  above or any  successor  agent shall no longer
serve as our  agent to  receive  service  of  process  in  California,  we shall
promptly appoint a successor and advise you thereof.

AMENDMENT

      This  Agreement may only be amended by an instrument in writing  signed by
you and us.


                                    Very truly yours,

                                     PLEDGEE

                                    ROBERT FARIAS

                                    ------------------------------------------
                                    By


                                    PLEDGOR

                  AGREED:
                                    VERTICAL COMPUTER SYSTEMS, INC.

                                    /s/ Richard Wade
                                    ------------------------------------------
                                    By: Richard Wade, President


                             STOCK PLEDGE AGREEMENT

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