EXHIBIT 10.80

                            ASSET PURCHASE AGREEMENT

      This Asset Purchase  Agreement dated as of November 14, 2001 ("Agreement")
sets forth the terms under which Vertical  Computer Systems,  Inc.  ("Vertical")
agrees to purchase from  Paradigm  Sales,  Inc.  ("Paradigm")  certain  property
formerly owned by Adhesive Software, Inc., which Paradigm has acquired through a
foreclosure sale by Silicon Valley Bank ("Bank").

      1.    Paradigm  hereby  quitclaims  and  transfers  to Vertical all of the
title and interest that Paradigm  received from the Bank in the following assets
("Purchased Property"):

            (a)   The data and files for SiteFlash;

            (b)   The data and files for NewsFlash;

            (c)   The  patent  pending  for  the  underlying  object  management
                  framework on which SiteFlash and NewsFlash are based;

            (d)   The patent application, Serial No. 09/410,334, entitled System
                  and Method for  Generating  Web Sites on an  Arbitrary  Object
                  Framework;

            (e)   Any rights in a technology  license  agreement  with  Enfacet,
                  Inc.; and

            (f)   The  furniture,  equipment and hardware  listed on Exhibit "A"
                  attached hereto.

      2.    Except as expressly provided herein,  Paradigm disclaims any and all
warranties  on  the  purchased  Property,  including  (without  limitation)  any
warranties of title or any implied  warranties of merchantability or fitness for
a particular purpose.

      3.    The purchase price for the Purchased Property assets is FIVE MILLION
ONE HUNDRED THOUSAND AND NO/100 DOLLARS ($5,100,000.00), payable as follows:

            (a)   $100,000.00
                  ("Cash Payment")              $100,000.00

            (b)   50,000 Class C                $5,000,000.00
                  Preferred Stock, $100 par

      4.    The Cash Payment of $100,000.00  shall be deposited into  Paradigm's
account or as otherwise  credited to Paradigm's  account  concurrently  with the
sale and transfer of the Purchased Property.

      5.    Concurrently with the delivery of the Purchased  Property,  Vertical
shall  deliver  the  50,000  Shares of  Preferred  Stock to  Paradigm.  Paradigm
acknowledges  and agrees  that  Paradigm  and any  successor-in-interest  to the
Preferred Stock of the 50,000  Preferred  Shares will be bound by (a) Vertical's
standard  "piggy-back" terms, a copy of which is attached hereto as exhibit "B",
and  incorporated  by  this  reference,  and  (b)  Vertical's  standard  lock-up
agreement, a copy of which is attached hereto as Exhibit "C" and incorporated by
this reference.

      6.    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 registered mail,  return receipt  requested,  first
class  mail  postage  prepaid  and  properly  addressed,  or sent  by  overnight


<PAGE>

delivery.  Notices  shall be delivered to the address of each party as set forth
below or as otherwise designated by the respective party, as applicable.

      7.    The  parties  will  execute  and  deliver  such  other  and  further
instruments  and  documents  as are or may become  necessary  or  convenient  to
effectuate and carry out the rights, responsibilities and obligations created by
this Agreement.

      8.    Waiver  by  either  party of any  provision  or any  breach  of this
Agreement  will not  constitute  a waiver  of any other  provision  or any other
breach.  No  waiver  of any  term of this  Agreement  will be  effective  unless
contained  in writing  signed by an  authorized  representative  of the  waiving
party.

      9.    This  Agreement  and all the rights and  obligations  of the parties
contained herein shall be binding on each party's representatives, assignees and
successors  and shall  inure to the  benefit  of each  party's  representatives,
assignees and successors.

      10.   If any material  provision  of the  Agreement  is  determined  to be
invalid, inoperative,  unenforceable or illegal by operation of law, regulation,
judgment or otherwise,  then such  provision will be deemed to be superseded and
the Agreement  modified with a provision  which most nearly  corresponds  to the
intent of the parties and is valid, enforceable and legal.

      11.   This  Agreement  does not  constitute  and may not be  construed  as
creating or  constituting  a partnership  or joint venture  between the parties.
Neither  party may  obligate  or bind the other  party in any manner  whatsoever
except as expressly provided herein.

      12.   This Agreement shall be governed by and construed in accordance with
the laws of the State of California and subject to the jurisdiction and venue of
the  state and  federal  courts of the  County  of Los  Angeles  in the State of
California.

      13.   If any action at law or in equity is brought to enforce or interpret
the provisions of this Agreement,  the prevailing  party in such action shall be
entitled to reasonable attorneys' fees, court costs and expenses.

      14.   This Agreement  constitutes  the sole  understanding  of the parties
about the subject  matter  hereof and may not be amended or  modified  except in
writing and signed by authorized  representatives of each of the parties to this
Agreement.

ACCEPTED TO AND AGREED:

VERTICAL COMPUTER SYSTEMS, INC.                 PARADIGM SALES, INC.


By:  /s/ Richard Wade                           By: /s/ Gerald R. Whitt
     -------------------------                      --------------------------
     Richard Wade, President                        Gerald R. Whitt


ADDRESS:                                        ADDRESS:
-------                                         -------
6336 Wilshire Boulevard                         520 South Grand Avenue
Los Angeles, CA  90048                          7th Floor
                                                Los Angeles, CA  90071



                                       2