EXHIBIT 10.49
                                  -------------

                                ESCROW AGREEMENT
                                ----------------

      THIS ESCROW  AGREEMENT  (this  "Agreement") is made and entered into as of
August ____, 2001, by VERTICAL  COMPUTER SYSTEMS,  INC., a Delaware  corporation
(the  "Company");  CORNELL  CAPITAL  PARTNERS  L.P.,  (the  "Investor");  BUTLER
GONZALEZ  LLP (the  "Investor's  Counsel");  and FIRST UNION  NATIONAL  BANK,  a
national banking association, as Escrow Agent hereunder (the "Escrow Agent").

                                   BACKGROUND
                                   ----------

      WHEREAS,  the Company through the Investor has entered into an Equity Line
of Credit Agreement (the "Equity Line of Credit Agreement") dated as of the date
hereof,  pursuant to which the Company  proposes  to sell the  Company's  Common
Stock, par value $0.00001 per share (the "Common  Stock"),  at a price per share
equal to the  Purchase  Price,  as that term is defined  in the  Equity  Line of
Credit  Agreement,  for  an  aggregate  price  of  up  to  Ten  Million  Dollars
($10,000,000). The Equity Line of Credit Agreement provides that on each Advance
Date  the  Investor,  as that  term is  defined  in the  Equity  Line of  Credit
Agreement,  shall  deposit  the  Advance  pursuant  to the  Advance  Notice in a
segregated  escrow  account  to be held by Escrow  Agent and the  Company  shall
deposit  shares of the Company's  Common Stock,  which shall be purchased by the
Investor  as set  forth  in the  Equity  Line  of  Credit  Agreement,  with  the
Investor's  Counsel, in order to effectuate a disbursement to the Company of the
Advance by the Escrow Agent and a disbursement  to the Investor of the shares of
the Company's Common Stock by Investor's  Counsel at a closing to be held as set
forth in the Equity Line of Credit Agreement (the "Closing").

      WHEREAS,  Escrow Agent has agreed to accept,  hold, and disburse the funds
deposited with it in accordance with the terms of this Agreement.

      WHEREAS,  Investor's Counsel has agreed to accept,  hold, and disburse the
shares of the  Company's  Common  Stock  which  have been  deposited  with it in
accordance with the terms of this Agreement.

      WHEREAS,  in order to  establish  the escrow of funds and shares to effect
the provisions of the Equity Line of Credit  Agreement,  the parties hereto have
entered into this Agreement.

      NOW THEREFORE,  in consideration of the foregoing,  it is hereby agreed as
follows:

      1. DEFINITIONS. The following terms shall have the following meanings when
used herein:

         a.  "ESCROW  FUNDS"  shall mean the Advance  funds  deposited  with the
Escrow Agent pursuant to this Agreement.


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         b. "JOINT WRITTEN DIRECTION" shall mean a written direction executed by
the Investor and the Company directing Escrow Agent to disburse all or a portion
of the Escrow  Funds or to take or refrain  from  taking any action  pursuant to
this Agreement.

         c.  "COMMON  STOCK  JOINT  WRITTEN  DIRECTION"  shall  mean  a  written
direction executed by the Investor and the Company directing  Investor's Counsel
to disburse all or a portion of the shares of the  Company's  Common Stock or to
refrain from taking any action pursuant to this Agreement.

      2. APPOINTMENT OF AND ACCEPTANCE BY ESCROW AGENT AND INVESTOR'S COUNSEL.

         a. The Investor and the Company hereby appoint Escrow Agent to serve as
Escrow Agent  hereunder.  Escrow Agent hereby accepts such appointment and, upon
receipt by wire transfer of the Escrow Funds in accordance with Section 3 below,
agrees to hold,  invest and disburse the Escrow  Funds in  accordance  with this
Agreement.

         b. The Investor and the Company  hereby appoint  Investor's  Counsel to
serve as the holder of the shares of the  Company's  Common Stock which shall be
purchased by the Investor.  Investor's  Counsel hereby accepts such  appointment
and, upon receipt via D.W.A.C or the certificates  representing of the shares of
the Company's  Common Stock in accordance  with Section 3 below,  agrees to hold
and disburse the shares of the Company's  Common Stock in  accordance  with this
Agreement.

      3. CREATION OF ESCROW ACCOUNT/COMMON STOCK ACCOUNT.

         a. On or prior to the date of this  Agreement  the Escrow  Agent  shall
establish  an escrow  account  for the deposit of the Escrow  Funds  entitled as
follows:  Vertical  Computer  Systems,  Inc./Cornell  Capital  Partners L.P. The
Investor will wire funds to the account of the Escrow Agent as follows:

BANK:                         First Union National Bank of New Jersey

ROUTING #:                    031201467

ACCOUNT #:                    2020000659170

NAME ON ACCOUNT:              Butler Gonzalez LLP/First Union as Escrow Agent

NAME ON SUB-ACCOUNT:          Vertical Computer Systems, Inc./Cornell Capital
                              Partners, L.P.  Escrow account

REFERENCE SUB-ACCOUNT #:      1568-01

ATTN:                         Robert Mercado (732) 452-3005
                              Carmela Agugliaro (732) 452-3005

NOTE:                         Only wire transfers shall be accepted.



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         b. On or prior to the date of this Agreement  Investor's  Counsel shall
establish an account for the D.W.A.C.  of the shares of Common Stock entitled as
follows: Vertical Computer Systems, Inc. The Company will D.W.A.C. shares of the
Company's Common Stock to the account of Investor's Counsel as follows:

BROKERAGE FIRM:                               Morgan, Stanley, Dean Witter.
ACCOUNT #:                                    486-040742-367
DTC #:                                        0015
NAME ON ACCOUNT:                              Butler Gonzalez LLP

      4. DEPOSITS  INTO THE ESCROW  ACCOUNT.  The Investor  agrees that it shall
promptly  deliver all monies for the  payment of the Common  Stock to the Escrow
Agent for deposit in the Escrow Account.

      5. DISBURSEMENTS FROM THE ESCROW ACCOUNT.

         a. At such time as Escrow Agent has collected and deposited instruments
of payment in the total  amount of the  Advance and the  Investor's  Counsel has
received  such Common Stock via D.W.A.C from the Company  which are to be issued
to the  Investor  pursuant  to the Equity Line of Credit  Agreement,  Investor's
Counsel  shall  notify the  Company  and the  Investor.  The  Escrow  Agent will
continue to hold such funds until the Investor and Company execute and deliver a
Joint Written Direction  directing the Escrow Agent to disburse the Escrow Funds
pursuant to Joint  Written  Direction  at which time the Escrow Agent shall wire
the Escrow  Funds to the  Company.  In  disbursing  such funds,  Escrow Agent is
authorized to rely upon such Joint Written Direction from Company and may accept
any signatory  from the Company  listed on the signature  page to this Agreement
and any  signature  from the  Investor  that Escrow  Agent  already has on file.
Simultaneous with delivery of the executed Joint Written Direction to the Escrow
Agent the  Investor and Company  shall  execute and deliver a Common Stock Joint
Written Direction to Investor's Counsel directing  Investor's Counsel to release
via  D.W.A.C  to the  Investor  the shares of the  Company's  Common  Stock.  In
releasing such shares of Common Stock  Investor's  Counsel is authorized to rely
upon such Common Stock Joint Written  Direction  from Company and may accept any
signatory  from the Company  listed on the signature  page to this Agreement and
any signature from the Investor Investor's Counsel has on file.

      In the event the Escrow  Agent does not  receive the amount of the Advance
from the  Investor,  the Escrow Agent shall notify the Company and the Investor.
In the event  Investor's  Counsel does not receive the shares of Common Stock to
be purchased by the Investor Investor's Counsel shall notify the Company and the
Investor.

      In the event that the Escrow  Agent is advised by the  Investor's  Counsel
that the Common Stock has not been received  from the Company,  in no event will
the Escrow  Funds be released to the Company  until such shares are  received by
the Investor's Counsel.  For purposes of this Agreement,  the term "Common Stock
certificates"  shall mean Common Stock  certificates to be purchased pursuant to
the respective Advance Notice pursuant to the Equity Line of Credit Agreement.



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<PAGE>

      6. COLLECTION PROCEDURE.  The Escrow Agent is hereby authorized to forward
each wire for  collection  and,  upon  collection  of the  proceeds of each wire
deposit the collected proceeds in the Escrow Account.

      Any wires  returned  unpaid to the Escrow  Agent  shall be returned to the
Investor.  In such cases,  the Escrow Agent will promptly  notify the Company of
such return.

      7. SUSPENSION OF PERFORMANCE: DISBURSEMENT INTO COURT.

         a. ESCROW AGENT. If at any time,  there shall exist any dispute between
the Company  and the  Investor  with  respect to holding or  disposition  of any
portion of the Escrow Funds or any other  obligations of Escrow Agent hereunder,
or if at any time Escrow Agent is unable to  determine,  to Escrow  Agent's sole
satisfaction,  the proper  disposition  of any  portion  of the Escrow  Funds or
Escrow Agent's proper actions with respect to its obligations  hereunder,  or if
the parties have not within  thirty (30) days of the  furnishing by Escrow Agent
of a notice of resignation  pursuant to Section 9 hereof,  appointed a successor
Escrow Agent to act  hereunder,  then Escrow Agent may, in its sole  discretion,
take either or both of the following actions:

            i.  Suspend the  performance  of any of its  obligations  (including
without  limitation any  disbursement  obligations)  under this Escrow Agreement
until such dispute or uncertainty  shall be resolved to the sole satisfaction of
Escrow Agent or until a successor  Escrow Agent shall be appointed  (as the case
may be);  provided  however,  Escrow  Agent shall  continue to invest the Escrow
Funds in accordance with Section 8 hereof; and/or

            ii.  petition  (by  means of an  interpleader  action  or any  other
appropriate method) any court of competent  jurisdiction in any venue convenient
to Escrow Agent, for  instructions  with respect to such dispute or uncertainty,
and to the  extent  required  by law,  pay into  such  court,  for  holding  and
disposition in accordance with the instructions of such court, all funds held by
it in the Escrow Funds,  after deduction and payment to Escrow Agent of all fees
and expenses  (including  court costs and attorneys'  fees) payable to, incurred
by, or expected to be incurred by Escrow Agent in connection with performance of
its duties and the exercise of its rights hereunder.

            iii.  Escrow  Agent  shall have no  liability  to the  Company,  the
Investor,  or any person with respect to any such  suspension of  performance or
disbursement  into  court,  specifically  including  any  liability  or  claimed
liability that may arise, or be alleged to have arisen, out of or as a result of
any delay in the  disbursement of funds held in the Escrow Funds or any delay in
with respect to any other action required or requested of Escrow Agent.

         b. INVESTOR'S  COUNSEL.  If at any time,  there shall exist any dispute
between the Company and the Investor with respect to holding or  disposition  of
any portion of the shares of Common Stock or any other obligations of Investor's
Counsel hereunder,  or if at any time Investor's Counsel is unable to determine,
to Investor's Counsel's sole satisfaction, the proper disposition of any portion
of the  shares of Common  Stock or  Investor's  Counsel's  proper  actions  with
respect to its obligations  hereunder,  then Investor's Counsel may, in its sole
discretion, take either or both of the following actions:



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            i.  suspend the  performance  of any of its  obligations  (including
without  limitation any  disbursement  obligations)  under this Escrow Agreement
until such dispute or uncertainty  shall be resolved to the sole satisfaction of
Investor's Counsel or until a successor shall be appointed (as the case may be);
and/or

            ii.  petition  (by  means of an  interpleader  action  or any  other
appropriate method) any court of competent  jurisdiction in any venue convenient
to  Investor's  Counsel,  for  instructions  with  respect  to such  dispute  or
uncertainty, and to the extent required by law, pay into such court, for holding
and disposition in accordance with the instructions of such court, all shares of
the  Company's  Common  Stock funds held by it, after  deduction  and payment to
Investor's  Counsel  of  all  fees  and  expenses  (including  court  costs  and
attorneys'  fees)  payable  to,  incurred  by, or  expected  to be  incurred  by
Investor's Counsel in connection with performance of its duties and the exercise
of its rights hereunder.

            iii. Investor's Counsel shall have no liability to the Company,  the
Investor,  or any person with respect to any such  suspension of  performance or
disbursement  into  court,  specifically  including  any  liability  or  claimed
liability that may arise, or be alleged to have arisen, out of or as a result of
any delay in the release of shares of the Company's Common Stock or any delay in
with respect to any other action required or requested of Investor's Counsel.

      8.  INVESTMENT OF ESCROW FUNDS.  The Escrow Agent shall deposit the Escrow
Funds in a non-interest bearing money market account.

      If Escrow  Agent has not  received a Joint  Written  Direction at any time
that an investment  decision must be made,  Escrow Agent shall invest the Escrow
Fund, or such portion thereof,  as to which no Joint Written  Direction has been
received,  in investments  described above. The foregoing  investments  shall be
made by the Escrow Agent.  Notwithstanding  anything to the contrary  contained,
Escrow Agent may,  without  notice to the parties,  sell or liquidate any of the
foregoing  investments at any time if the proceeds  thereof are required for any
release of funds permitted or required hereunder,  and Escrow Agent shall not be
liable or responsible for any loss, cost or penalty resulting from any such sale
or  liquidation.  With respect to any funds received by Escrow Agent for deposit
into the Escrow Funds after ten  o'clock,  a.m.,  New Jersey time,  Escrow Agent
shall  not be  required  to  invest  such  funds or to  effect  such  investment
instruction  until  the next day upon  which  banks in New  Jersey  are open for
business.

      9.  RESIGNATION AND REMOVAL OF ESCROW AGENT.  Escrow Agent may resign from
the performance of its duties  hereunder at any time by giving thirty (30) days'
prior written notice to the parties or may be removed, with or without cause, by
the parties,  acting jointly,  by furnishing a Joint Written Direction to Escrow
Agent,  at any time by the  giving of ten (10)  days'  prior  written  notice to
Escrow Agent as provided  herein below.  Upon any such notice of  resignation or
removal,  the  representatives  of the  Investor and the Company  identified  in
Sections  15a.  (iv) and 15b.  (iv),  below,  jointly  shall appoint a successor
Escrow Agent hereunder, which shall be a commercial bank, trust company or other
financial  institution  with  a  combined  capital  and  surplus  in  excess  of
$10,000,000.00.  Upon the  acceptance  in writing of any  appointment  of Escrow
Agent hereunder by a successor  Escrow Agent,  such successor Escrow Agent shall
thereupon succeed to and become vested with all the rights,  powers,  privileges
and duties of the retiring Escrow Agent,  and the retiring Escrow Agent shall be


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<PAGE>

discharged  from its duties and  obligations  under this Escrow  Agreement,  but
shall not be  discharged  from any  liability  for actions taken as Escrow Agent
hereunder  prior  to  such   succession.   After  any  retiring  Escrow  Agent's
resignation or removal,  the provisions of this Escrow  Agreement shall inure to
its  benefit as to any  actions  taken or omitted to be taken by it while it was
Escrow  Agent under this  Escrow  Agreement.  The  retiring  Escrow  Agent shall
transmit all records pertaining to the Escrow Funds and shall pay all funds held
by it in the Escrow Funds to the successor Escrow Agent,  after making copies of
such records as the retiring  Escrow Agent deems  advisable and after  deduction
and payment to the retiring  Escrow  Agent of all fees and  expenses  (including
court costs and  attorneys'  fees)  payable to,  incurred  by, or expected to be
incurred by the retiring  Escrow Agent in connection with the performance of its
duties and the exercise of its rights hereunder.

10.      LIABILITY OF ESCROW AGENT.

         a. Escrow Agent shall have no liability or  obligation  with respect to
the  Escrow  Funds  except  for  Escrow  Agent's  willful  misconduct  or  gross
negligence.  Escrow Agent's sole  responsibility  shall be for the  safekeeping,
investment, and disbursement of the Escrow Funds in accordance with the terms of
this  Agreement.  Escrow Agent shall have no implied duties or  obligations  and
shall not be charged with  knowledge or notice or any fact or  circumstance  not
specifically  set forth herein.  Escrow Agent may rely upon any instrument,  not
only as to its due  execution,  validity and  effectiveness,  but also as to the
truth and  accuracy of any  information  contained  therein,  which Escrow Agent
shall in good faith  believe to be genuine,  to have been signed or presented by
the person or parties  purporting to sign the same and conform to the provisions
of this  Agreement.  In no event shall  Escrow  Agent be liable for  incidental,
indirect, special, and consequential or punitive damages. Escrow Agent shall not
be obligated to take any legal action or commence any  proceeding  in connection
with the Escrow  Funds,  any account in which Escrow Funds are  deposited,  this
Agreement or the Equity Line of Credit Agreement,  or to appear in, prosecute or
defend any such legal  action or  proceeding.  Escrow  Agent may  consult  legal
counsel  selected  by  it  in  any  event  of  any  dispute  or  question  as to
construction  of any of the provisions  hereof or of any other  agreement or its
duties  hereunder,  or relating to any dispute  involving any party hereto,  and
shall  incur no  liability  and shall be fully  indemnified  from any  liability
whatsoever  in acting in  accordance  with the opinion or  instructions  of such
counsel.  The Company and the Investor jointly and severally shall promptly pay,
upon demand, the reasonable fees and expenses of any such counsel.

         b. The Escrow Agent is hereby  authorized,  in its sole discretion,  to
comply with orders  issued or process  entered by any court with  respect to the
Escrow  Funds,  without  determination  by the  Escrow  Agent  of  such  court's
jurisdiction  in the matter.  If any portion of the Escrow  Funds is at any time
attached,  garnished  or  levied  upon  under any  court  order,  or in case the
payment, assignment, transfer, conveyance or delivery of any such property shall
be stayed or enjoined by any court order,  or in any case any order  judgment or
decree shall be made or entered by any court affecting such property or any part
thereof, then and in any such event, the Escrow Agent is authorized, in its sole
discretion, to rely upon and comply with any such order, writ judgment or decree
which it is advised by legal counsel  selected by it,  binding upon it,  without
the need for appeal or other action;  and if the Escrow Agent  complies with any
such  order,  writ,  judgment  or  decree,  it shall not be liable to any of the
parties  hereto  or to any other  person or entity by reason of such  compliance


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<PAGE>


even though such order,  writ judgment or decree may be  subsequently  reversed,
modified, annulled, set aside or vacated.

      11. LIABILITY OF INVESTOR'S COUNSEL.

         a. Notwithstanding any liability  attributable to Investor's Counsel as
counsel  to  the  Investor,  Investor's  Counsel  shall  have  no  liability  or
obligation  with respect to the shares of the Company's  Common Stock except for
Investor's   Counsel's  willful  misconduct  or  gross  negligence.   Investor's
Counsel's sole  responsibility  shall be for the  safekeeping and release of the
shares  of the  Company's  Common  Stock in  accordance  with the  terms of this
Agreement.  Investor's  Counsel shall have no implied duties or obligations  and
shall not be charged with  knowledge or notice or any fact or  circumstance  not
specifically set forth herein.  Investor's Counsel may rely upon any instrument,
not only as to its due execution, validity and effectiveness, but also as to the
truth and  accuracy  of any  information  contained  therein,  which  Investor's
Counsel  shall in good  faith  believe  to be  genuine,  to have been  signed or
presented  by the person or parties  purporting  to sign the same and conform to
the provisions of this Agreement. In no event shall Investor's Counsel be liable
for  incidental,  indirect,  special,  and  consequential  or punitive  damages.
Investor's  Counsel  shall not be obligated to take any legal action or commence
any proceeding in connection with the shares of the Company's  Common Stock, any
account in which shares of Common Stock are deposited and this Agreement,  or to
appear in,  prosecute or defend any such legal action or proceeding.  Investor's
Counsel may consult legal counsel  selected by it in any event of any dispute or
question  as to  construction  of any of the  provisions  hereof or of any other
agreement  or its duties  hereunder,  or relating to any dispute  involving  any
party hereto,  and shall incur no liability and shall be fully  indemnified from
any  liability   whatsoever  in  acting  in  accordance   with  the  opinion  or
instructions of such counsel. The Company and the Investor jointly and severally
shall promptly pay, upon demand,  the  reasonable  fees and expenses of any such
counsel.

         b. Investor's Counsel is hereby authorized,  in its sole discretion, to
comply with orders  issued or process  entered by any court with  respect to the
shares of the Company's Common Stock,  without  determination by Butler Gonzalez
of such court's  jurisdiction in the matter. If any portion of the shares of the
Company's Common Stock are at any time attached,  garnished or levied upon under
any court order,  or in case the payment,  assignment,  transfer,  conveyance or
delivery of any such property shall be stayed or enjoined by any court order, or
in any case any order  judgment or decree  shall be made or entered by any court
affecting  such  property or any part thereof,  then and in any such event,  the
Investor's  Counsel  is  authorized,  in its sole  discretion,  to rely upon and
comply with any such order, writ judgment or decree which it is advised by legal
counsel  selected by it,  binding upon it,  without the need for appeal or other
action; and if Investor's  Counsel complies with any such order, writ,  judgment
or decree,  it shall not be liable to any of the parties  hereto or to any other
person or entity by reason of such  compliance  even  though  such  order,  writ
judgment or decree may be subsequently reversed,  modified,  annulled, set aside
or vacated.

      12.  INDEMNIFICATION OF ESCROW AGENT. From and at all times after the date
of this  Agreement,  the parties  jointly and severally,  shall,  to the fullest
extent  permitted by law and to the extent provided  herein,  indemnify and hold
harmless Escrow Agent and each director, officer, employee,  attorney, agent and
affiliate of Escrow Agent (collectively,  the "INDEMNIFIED PARTIES") against any


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and all actions,  claims (whether or not valid), losses,  damages,  liabilities,
costs  and  expenses  of  any  kind  or  nature  whatsoever  (including  without
limitation  reasonable  attorney's  fees,  costs and  expenses)  incurred  by or
asserted against any of the Indemnified  Parties from and after the date hereof,
whether direct, indirect or consequential,  as a result of or arising from or in
any way relating to any claim,  demand,  suit, action, or proceeding  (including
any inquiry or  investigation) by any person,  including without  limitation the
parties to this Agreement,  whether  threatened or initiated,  asserting a claim
for any legal or  equitable  remedy  against  any  person  under any  statute or
regulation, including, but not limited to, any federal or state securities laws,
or under any common law or  equitable  cause or  otherwise,  arising  from or in
connection with the negotiation,  preparation, execution, performance or failure
of performance of this Agreement or any transaction contemplated herein, whether
or not any such  Indemnified  Party is a party to any such action or proceeding,
suit or the target of any such inquiry or investigation; provided, however, that
no  Indemnified  Party  shall  have the right to be  indemnified  hereunder  for
liability finally determined by a court of competent jurisdiction, subject to no
further  appeal,  to have resulted  solely from the gross  negligence or willful
misconduct  of such  Indemnified  Party.  If any such  action or claim  shall be
brought or asserted against any Indemnified  Party, such Indemnified Party shall
promptly notify the Company and the Investor  hereunder in writing,  and the and
the Company  shall  assume the defense  thereof,  including  the  employment  of
counsel and the payment of all expenses.  Such  Indemnified  Party shall, in its
sole discretion,  have the right to employ separate counsel (who may be selected
by such  Indemnified  Party in its sole  discretion)  in any such  action and to
participate and to participate in the defense thereof, and the fees and expenses
of such  counsel  shall  be paid by such  Indemnified  Party,  except  that  the
Investor  and/or the  Company  shall be required to pay such fees and expense if
(a) the Investor or the Company agree to pay such fees and expenses,  or (b) the
Investor  and/or the Company  shall fail to assume the defense of such action or
proceeding or shall fail, in the sole discretion of such  Indemnified  Party, to
employ counsel  reasonably  satisfactory  to the  Indemnified  Party in any such
action or proceeding,  (c) the Investor and the Company are the plaintiff in any
such  action or  proceeding  or (d) the named or  potential  parties to any such
action or proceeding  (including any potentially impleaded parties) include both
Indemnified  Party the Company and/or the Investor and  Indemnified  Party shall
have been  advised  by  counsel  that  there may be one or more  legal  defenses
available to it which are different from or additional to those available to the
Company or the  Investor.  The  Investor  and the  Company  shall be jointly and
severally  liable to pay fees and expenses of counsel  pursuant to the preceding
sentence, except that any obligation to pay under clause (a) shall apply only to
the party so agreeing.  All such fees and expenses payable by the Company and/or
the Investor pursuant to the foregoing  sentence shall be paid from time to time
as incurred,  both in advance of and after the final  disposition of such action
or claim.  The  obligations  of the parties under this section shall survive any
termination of this  Agreement,  and  resignation or removal of the Escrow Agent
shall be independent of any obligation of Escrow Agent.

      13. INDEMNIFICATION OF INVESTOR'S COUNSEL. From and at all times after the
date of this Agreement, the parties jointly and severally, shall, to the fullest
extent  permitted by law and to the extent provided  herein,  indemnify and hold
harmless  Investor's  Counsel and each  partner,  director,  officer,  employee,
attorney,   agent  and  affiliate  of  Investor's  Counsel  (collectively,   the
"INDEMNIFIED  PARTIES")  against  any and all  actions,  claims  (whether or not
valid), losses, damages,  liabilities,  costs and expenses of any kind or nature
whatsoever  (including without limitation  reasonable attorney's fees, costs and
expenses)  incurred by or asserted  against any of the Indemnified  Parties from


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<PAGE>

and after the date  hereof,  whether  direct,  indirect or  consequential,  as a
result of or arising  from or in any way  relating to any claim,  demand,  suit,
action,  or proceeding  (including any inquiry or  investigation) by any person,
including without  limitation the parties to this Agreement,  whether threatened
or initiated,  asserting a claim for any legal or equitable  remedy  against any
person  under any  statute or  regulation,  including,  but not  limited to, any
federal or state  securities laws, or under any common law or equitable cause or
otherwise,  arising from or in  connection  with the  negotiation,  preparation,
execution,  performance  or  failure of  performance  of this  Agreement  or any
transaction  contemplated herein, whether or not any such Indemnified Party is a
party to any such action or  proceeding,  suit or the target of any such inquiry
or investigation;  provided,  however,  that no Indemnified Party shall have the
right to be indemnified hereunder for liability finally determined by a court of
competent  jurisdiction,  subject to no further appeal,  to have resulted solely
from the gross negligence or willful  misconduct of such  Indemnified  Party. If
any such action or claim shall be brought or  asserted  against any  Indemnified
Party, such Indemnified Party shall promptly notify the Company and the Investor
hereunder in writing,  and the Investor and the Company shall assume the defense
thereof,  including  the  employment of counsel and the payment of all expenses.
Such Indemnified  Party shall, in its sole discretion,  have the right to employ
separate  counsel  (who may be  selected by such  Indemnified  Party in its sole
discretion)  in any such action and to  participate  and to  participate  in the
defense thereof, and the fees and expenses of such counsel shall be paid by such
Indemnified Party, except that the Investor and/or the Company shall be required
to pay such fees and expense if (a) the  Investor  or the  Company  agree to pay
such fees and  expenses,  or (b) the Investor  and/or the Company  shall fail to
assume the  defense of such  action or  proceeding  or shall  fail,  in the sole
discretion of such Indemnified Party, to employ counsel reasonably  satisfactory
to the Indemnified Party in any such action or proceeding,  (c) the Investor and
the Company are the  plaintiff in any such action or proceeding or (d) the named
or potential parties to any such action or proceeding (including any potentially
impleaded  parties)  include  both  Indemnified  Party the  Company  and/or  the
Investor and the Indemnified Party shall have been advised by counsel that there
may be one or more legal  defenses  available to it which are different  from or
additional to those  available to the Company or the Investor.  The Investor and
the Company  shall be jointly and  severally  liable to pay fees and expenses of
counsel  pursuant to the preceding  sentence,  except that any obligation to pay
under  clause (a) shall apply only to the party so  agreeing.  All such fees and
expenses  payable by the Company  and/or the Investor  pursuant to the foregoing
sentence  shall be paid from time to time as  incurred,  both in  advance of and
after the final  disposition  of such action or claim.  The  obligations  of the
parties under this section shall survive any termination of this Agreement.

      14.  Expenses  of Escrow  Agent.  Except as set  forth in  Section  12 the
Company shall  reimburse  Escrow Agent for all of its  reasonable  out-of-pocket
expenses,  including  attorneys' fees, travel expenses,  telephone and facsimile
transmission  costs,  postage  (including  express mail and  overnight  delivery
charges),   copying  charges  and  the  like.  All  of  the   compensation   and
reimbursement  obligations  set forth in this  Section  shall be  payable by the
Company,  upon demand by Escrow Agent. The obligations of the Company under this
Section shall survive any  termination of this Agreement and the  resignation or
removal of Escrow Agent.



                                       9
<PAGE>

      15. WARRANTIES.

         a. The Investor makes the following  representations  and warranties to
the Escrow Agent and Investor's Counsel :

            i. The Investor has full power and  authority to execute and deliver
this Agreement and to perform its obligations hereunder.

            ii. This Agreement has been duly approved by all necessary corporate
action of the Investor,  including any necessary shareholder approval,  has been
executed by duly authorized officers of the Investor,  enforceable in accordance
with its terms.

            iii. The  execution,  delivery,  and  performance of the Investor of
this  Agreement  will not violate,  conflict  with, or cause a default under the
certificate of  incorporation  or bylaws of the Investor,  any applicable law or
regulation,  any  court  order or  administrative  ruling or degree to which the
Investor  is a  party  or any of its  property  is  subject,  or any  agreement,
contract, indenture, or other binding arrangement.

            iv.  Mark  A.  Angelo  has  been  duly   appointed  to  act  as  the
representative  of  Investor  hereunder  and has full  power  and  authority  to
execute,  deliver, and perform this Agreement,  to execute and deliver any Joint
Written Direction,  to amend,  modify, or waive any provision of this Agreement,
and to take any and all other  actions as the  Investor's  representative  under
this Agreement, all without further consent or direction form, or notice to, the
Investor or any other party.

            v. No party other than the parties  hereto have, or shall have,  any
lien,  claim or security  interest in the Escrow Funds or any part  thereof.  No
financing  statement  under  the  Uniform  Commercial  Code  is on  file  in any
jurisdiction claiming a security interest in or describing (whether specifically
or generally) the Escrow Funds or any part thereof.

            vi.  All of  the  representations  and  warranties  of the  Investor
contained  herein are true and  complete  as of the date hereof and will be true
and complete at the time of any disbursement from the Escrow Funds.

         b. The Company makes the following  representations  and  warranties to
Escrow Agent, the Investor and Investor's Counsel:

            i. The Company is a corporation  duly organized,  validly  existing,
and in good standing under the laws of the State of Delaware, and has full power
and  authority  to  execute  and  deliver  this  Agreement  and to  perform  its
obligations hereunder.

            ii. This Agreement has been duly approved by all necessary corporate
action of the Company,  including any necessary shareholder  approval,  has been
executed by duly authorized  officers of the Company,  enforceable in accordance
with its terms.

            iii. The execution, delivery, and performance by the Company of this
Escrow  Agreement is in accordance with the Equity Line of Credit  Agreement and
will not violate,  conflict  with, or cause a default under the  certificate  of
incorporation  or bylaws of the Company,  any applicable law or regulation,  any


                                       10
<PAGE>

court order or  administrative  ruling or decree to which the Company is a party
or any of its property is subject,  or any agreement,  contract,  indenture,  or
other binding arrangement.

            iv.   Richard  Wade,   has  been  duly   appointed  to  act  as  the
representative  of the Company  hereunder  and has full power and  authority  to
execute,  deliver, and perform this Agreement,  to execute and deliver any Joint
Written Direction, to amend, modify or waive any provision of this Agreement and
to take all other actions as the Company's  Representative under this Agreement,
all without  further consent or direction from, or notice to, the Company or any
other party.

            v. No party other than the  parties  hereto  shall  have,  any lien,
claim or security interest in the Escrow Funds or any part thereof. No financing
statement  under  the  Uniform  Commercial  Code is on file in any  jurisdiction
claiming  a  security  interest  in  or  describing  (whether   specifically  or
generally) the Escrow Funds or any part thereof.

            vi.  All of  the  representations  and  warranties  of  the  Company
contained  herein are true and  complete  as of the date hereof and will be true
and complete at the time of any disbursement from the Escrow Funds.

      16. CONSENT TO JURISDICTION  AND VENUE. In the event that any party hereto
commences  a  lawsuit  or other  proceeding  relating  to or  arising  from this
Agreement,  the parties  hereto agree that the United States  District Court for
the District of New Jersey shall have the sole and exclusive  jurisdiction  over
any  such   proceeding.   If  all  such  courts  lack  federal   subject  matter
jurisdiction,  the parties agree that the Superior Court Division of New Jersey,
Chancery  Division of Essex County shall have sole and  exclusive  jurisdiction.
Any of these  courts  shall be proper  venue for any such  lawsuit  or  judicial
proceeding and the parties hereto waive any objection to such venue. The parties
hereto consent to and agree to submit to the  jurisdiction  of any of the courts
specified  herein  and agree to accept the  service of process to vest  personal
jurisdiction over them in any of these courts.

      17. NOTICE.  All notices and other  communications  hereunder  shall be in
writing and shall be deemed to have been validly served, given or delivered five
(5) days after deposit in the United States mails, by certified mail with return
receipt requested and postage prepaid,  when delivered  personally,  one (1) day
delivered  to  any  overnight   courier,   or  when   transmitted  by  facsimile
transmission and addressed to the party to be notified as follows:

If to Investor, to:              Cornell Capital Partners, L.P.
                                 One World Trade Center, Suite 7705
                                 New York, New York  10048
                                 Attention:  Mark Angelo



                                       11
<PAGE>

With copy to:                    Butler Gonzalez LLP
                                 1000 Stuyvesant Avenue
                                 Suite 6
                                 Union, New Jersey 07083
                                 Attention:  David Gonzalez, Esq.
                                 Facsimile:  (908) 810-0973

If to Company, to:               Vertical Computer Systems, Inc.
                                 6336 Wilshire Blvd.
                                 Los Angeles, California  90048
                                 Attention:  Richard Wade
                                             President
                                 Telephone:  (323) 658-4211
                                 Facsimile:  (323) 658-4223

With copy to:                    Kirkpatrick  & Lockhart LLP
                                 201 South Biscayne Boulevard
                                 Suite 2000
                                 Miami, Florida  33131
                                 Attention:  Clayton Parker, Esq.
                                 Telephone:  (305) 539-3306
                                 Facsimile:  (305) 358-7095

If to the Escrow Agent, to:      First Union National Bank,
                                 407 Main Street
                                 Metuchen, New Jersey  08840
                                 Attention:  Robert Mercado
                                             Carmela Agugliaro
                                 Facsimile:  (732) 548-5973

      Or to such other  address as each party may  designate  for itself by like
notice.

      18.  AMENDMENTS  OR  WAIVER.  This  Agreement  may  be  changed,   waived,
discharged or terminated  only by a writing  signed by the parties of the Escrow
Agent.  No delay or omission by any party in  exercising  any right with respect
hereto  shall  operate  as  waiver.  A waiver on any one  occasion  shall not be
construed as a bar to, or waiver of, any right or remedy on any future occasion.

      19.  SEVERABILITY.  To the  extent  any  provision  of this  Agreement  is
prohibited  by  or  invalid  under  applicable  law,  such  provision  shall  be
ineffective  to  the  extent  of  such  prohibition,   or  invalidity,   without
invalidating the remainder of such provision or the remaining provisions of this
Agreement.

      20.  GOVERNING LAW. This Agreement  shall be construed and  interpreted in
accordance  with the  internal  laws of the State of New Jersey  without  giving
effect to the conflict of laws principles thereof.



                                       12
<PAGE>

      21. ENTIRE  AGREEMENT.  This Agreement  constitutes  the entire  Agreement
between the parties relating to the holding, investment, and disbursement of the
Escrow Funds and sets forth in their entirety the  obligations and duties of the
Escrow Agent with respect to the Escrow Funds.

      22. BINDING EFFECT.  All of the terms of this  Agreement,  as amended from
time to time,  shall be binding upon, inure to the benefit of and be enforceable
by the respective heirs, successors and assigns of the Investor, the Company, or
the Escrow Agent.

      23.  EXECUTION  OF  COUNTERPARTS.  This  Agreement  and any Joint  Written
Direction  may be  executed  in  counter  parts,  which when so  executed  shall
constitute one and same agreement or direction.

      24.  TERMINATION.  Upon the  first to  occur  of the  disbursement  of all
amounts  in the  Escrow  Funds  pursuant  to  Joint  Written  Directions  or the
disbursement of all amounts in the Escrow Funds into court pursuant to Section 7
hereof,  this Agreement  shall  terminate and Escrow Agent shall have no further
obligation or liability  whatsoever with respect to this Agreement or the Escrow
Funds.



                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



                                       13
<PAGE>

      IN WITNESS WHEREOF the parties have hereunto set their hands and seals the
day and year above set forth.


                                               VERTICAL COMPUTER SYSTEMS, INC.

                                               By:____________________________
                                               Name:    Richard Wade
                                               Title:   President

                                               FIRST UNION NATIONAL BANK

                                               By:____________________________
                                               Name:    Robert Mercado
                                               Title:   As the Escrow Agent

                                               CORNELL CAPITAL PARTNERS, L.P.

                                               By: Yorkville Advisors, LLC
                                               Its: General Partner

                                               By:____________________________
                                               Name:    Mark A. Angelo
                                               Title:   Portfolio Manager

                                               BUTLER GONZALEZ LLP

                                               By:____________________________
                                               Name: David Gonzalez, Esq.
                                               Title: Partner


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