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Exhibit 10.98b

THIS  SECURITY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS
AMENDED (THE "ACT"),  OR ANY STATE  SECURITIES  LAWS.  THE SALE TO THE HOLDER OF
THIS  SECURITY  OF THE SHARES OF COMMON  STOCK  ISSUABLE  UPON  EXERCISE OF THIS
SECURITY  ARE  NOT  COVERED  BY  A  REGISTRATION  STATEMENT  UNDER  THE  ACT  OR
REGISTRATION  UNDER STATE SECURITIES LAWS. THIS SECURITY HAS BEEN ACQUIRED,  AND
SUCH SHARES OF COMMON STOCK MUST BE ACQUIRED, FOR INVESTMENT ONLY AND MAY NOT BE
SOLD,  TRANSFERRED  OR  ASSIGNED IN THE  ABSENCE OF  REGISTRATION  OF THE RESALE
THEREOF  OR AN  OPINION  OF COUNSEL  REASONABLY  ACCEPTABLE  IN FORM,  SCOPE AND
SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.




No. __



Right to Purchase 250,000 Shares of Common Stock of Vertical  Computer  Systems,
Inc.


                         VERTICAL COMPUTER SYSTEMS, INC.

                  Common Stock Purchase Warrant (the "Warrant")


                  VERTICAL COMPUTER SYSTEMS,  INC., a Delaware  corporation (the
"Company"),  hereby  certifies that, for value received,  [NAME],  or registered
assigns (the  "Holder"),  is entitled,  subject to the terms set forth below, to
purchase  from the Company at any time or from time to time up to and  including
Five (5) years after the date hereof, and before 5:00 p.m., Los Angeles time, on
___________,  _______,  Two  Hundred  Fifty  Thousand  (250,000)  fully paid and
nonassessable  shares  of  Common  Stock,  $.00001  par  value,  of the  Company
(hereinafter  the  "Warrants") at an Exercise Price per share initially equal to
$0.0100.  The number of such shares of Common Stock and the  Exercise  Price are
subject to adjustment as provided in this Warrant.

         1. Conditions and Rights of Holder to Exercise Warrants.

         (a) If,  from time to time,  the  Holder  acquires  any shares of stock
pursuant to this Common Stock Purchase Warrant, the Holder accepts and agrees to
the  terms  of the  Lock  Up  Agreement,  attached  hereto  as  Exhibit  A,  and
incorporated herein by this reference.




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         (b) This Warrant may be  exercised  by the Holder  hereof in full or in
part at any time or from time to time during the  exercise  period  specified in
the first paragraph  hereof,  by surrender of this Warrant and the  subscription
form annexed hereto (duly  executed) by such Holder to the Company and by making
payment,  in cash or by certified or official bank check payable to the order of
the Company or wire transfer to the Company's account or, with the prior written
consent of the Company,  through the surrender of previously  acquired shares of
Common  Stock at their fair  market  value on the  exercise  date or through the
execution of a  promissory  note  collateralized  by the shares  underlying  the
Warrant,  in the  amount  obtained  by  multiplying  (a) the number of shares of
Common  Stock  designated  by the  Holder  in the  subscription  form by (b) the
Exercise  Price  then in  effect.  On any  partial  exercise  the  Company  will
forthwith  issue and  deliver  to or upon the order of the  Holder  hereof a new
Warrant or Warrants of like tenor,  in the name of the Holder  hereof or as such
Holder  (upon  payment  by such  Holder of any  applicable  transfer  taxes) may
request,  providing  in the  aggregate  on the  face or  faces  thereof  for the
purchase  of the  number of shares of Common  Stock for which  such  Warrant  or
Warrants may still be exercised.

         2.  DELIVERY  OF STOCK  CERTIFICATES,  ETC.,  ON  EXERCISE.  As soon as
practicable  after the  exercise of this  Warrant,  and in any event within five
business days thereafter,  the Company at its expense  (including the payment by
it of any  applicable  issue or stamp taxes) will cause to be issued in the name
of and delivered to the Holder  hereof,  or as such Holder (upon payment by such
Holder  of  any  applicable   transfer  taxes)  may  direct,  a  certificate  or
certificates  for the  number of fully paid and  nonassessable  shares of Common
Stock  to  which  such  Holder  shall  be  entitled  on such  exercise,  in such
denominations  as  may be  requested  by  such  Holder,  plus,  in  lieu  of any
fractional share to which such Holder would otherwise be entitled, cash equal to
such  fraction  multiplied  by the then  current  fair market  value of one full
share, together with any other stock or other securities any property (including
cash,  where  applicable)  to which such Holder is entitled  upon such  exercise
pursuant to Section 1 or otherwise.

         3. DILUTION.

             a.  DIVIDENDS,  ETC. If the Company shall pay to the holders of its
Common Stock a dividend in shares of Common Stock or in  securities  convertible
into Common Stock, the Exercise Price in effect  immediately prior to the record
date fixed for the determination of the holders of Common Stock entitled to such
dividend  shall  be  proportionately  decreased,  effective  at the  opening  of
business on the next following full business day.

             b.  SPLITS,  COMBINATIONS,  ETC.  If the  Company  shall  split the
outstanding  shares  of its  Common  Stock  into a  greater  number of shares or
combine the  outstanding  shares into a smaller  number,  the Exercise  Price in
effect  immediately prior to such action shall be  proportionately  decreased in
the case of a split or increased in the case of a combination,  effective at the
opening of business on the full business day next  following the day such action
becomes effective.




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         4.  PROTECTION  IN  CASE  OR  RECLASSIFICATION,  ETC.  In  case  of any
reclassification  or change of the terms of the outstanding  shares of the class
of Common Stock  issuable upon the exercise of this Warrant,  then upon exercise
of this Warrant (other than a change  relating to par value, or as a result of a
subdivision or  combination),  or in case of any  consolidation or merger of the
Company with or into another  company  (other than a merger in which the Company
is the continuing  company or which does not result in any  reclassification  or
change of outstanding shares of Common Stock of the class issuable upon exercise
of this Warrant, other than a split or combination of shares), or in case of any
sale or conveyance to any other person or entity of all or substantially  all of
the assets of the Company,  the Company shall use its best efforts to execute an
agreement  providing  that the  holder  of this  Warrant  shall  have the  right
thereafter  to exercise  this Warrant for the kind and amount of shares of stock
and other securities and property receivable upon such reclassification, change,
dividend, distribution, consolidation, merger, sale or conveyance by a holder of
the number of shares of Common Stock of the Company for which this Warrant might
have  been  exercised  immediately  prior  to  such  reclassification,   change,
dividend, distribution,  consolidation, merger, sale or conveyance. This Section
4 shall apply to successive  reclassifications  and changes of and dividends and
distributions  on  shares  of Common  Stock  and to  successive  consolidations,
mergers,  sales  or  conveyances.  Notice  of the  execution  of  any  agreement
pertaining   to   such   reclassification,   change,   dividend,   distribution,
consolidation,  merger,  sale or conveyance shall be given to the holder of this
Warrant as soon as practicable  and in any event not less than ten (10) business
days before any such transaction is consummated.

         5. RESERVATION OF STOCK,  ETC.,  ISSUABLE ON EXERCISE OF WARRANTS.  The
Company will at all times  reserve and keep  available,  solely for issuance and
delivery on the exercise of this  Warrant,  all shares of Common Stock from time
to time issuable on the exercise of this Warrant.

         6. REGISTER OF WARRANTS.  The Company shall maintain,  at the principal
office of the Company (or such other office as it may designate by notice to the
Holder  hereof),  a  register  in which the  Company  shall  record the name and
address of the person in whose name this Warrant has been issued, as well as the
name and address of each successor and prior owner of such Warrant.  The Company
shall  be  entitled  to treat  the  person  in whose  name  this  Warrant  is so
registered as the sole and absolute owner of this Warrant for all purposes.

         7.  EXCHANGE  OF  WARRANT.  This  Warrant  is  exchangeable,  upon  the
surrender  hereof by the Holder  hereof at the  office or agency of the  Company
referred  to in  Section  6,  for  one  or  more  new  Warrants  of  like  tenor
representing in the aggregate the right to subscribe for and purchase the number
of shares of Common Stock which may be subscribed for purchase  hereunder,  each
of such new Warrants to represent  the right to subscribe  for and purchase such
number of shares as shall be  designated  by said  Holder  hereof at the time of
such surrender.




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         8.   REPLACEMENT  OF  WARRANT.   On  receipt  of  evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant  and, in the case of any such loss,  theft or  destruction  of this
Warrant,   on  delivery  of  an  indemnity   agreement  or  security  reasonably
satisfactory  in form and  amount  to the  Company  or,  in the case of any such
mutilation,  on surrender and  cancellation of this Warrant,  the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.

         9. WARRANT  AGENT.  The Company will act as the exercise  agent for the
purpose of issuing  Common  Stock on the  exercise of this  Warrant  pursuant to
Section 1. The Company  may, by written  notice to the Holder,  appoint an agent
having an office in the United  States of  America,  for the  purpose of issuing
Common Stock on the exercise of this  Warrant  pursuant to Section 1,  redeeming
this Warrant  pursuant to Section 2, exchanging this Warrant pursuant to Section
7, and replacing  this Warrant  pursuant to Section 8, or any of the  foregoing,
and thereafter any such issuance,  exchange or replacement,  as the case may be,
shall be made at such office by such agent.

         10. NO RIGHTS OR LIABILITIES  AS A STOCKHOLDER.  This Warrant shall not
entitle the Holder  hereof to any voting rights or other rights as a stockholder
of the Company, until properly exercised.

         11. NOTICES.  All notices and other  communications from the Company to
the registered  Holder of this Warrant shall be mailed by first class  certified
mail, postage prepaid, at such address as may have been furnished to the Company
in  writing  by such  Holder  or at the  address  shown  for such  Holder on the
register of Warrants referred to in Section 6.

         12.  Miscellaneous.  This  Warrant and any terms hereof may be changed,
waived,  discharged or terminated only by an instrument in writing signed by the
party against which enforcement or such change, waiver, discharge or termination
is sought.  This Warrant shall be construed and enforced in accordance  with and
governed by the  internal  laws of the State of  Delaware.  The headings in this
Warrant are for  purposes of  reference  only,  and shall not limit or otherwise
affect  any of the terms  hereof.  The  invalidity  or  unenforceability  of any
provision  hereof shall in no way affect the validity or  enforceability  of any
other provision.

         13. "Piggy-Back" Registration.

         a. Grant of Right.  The Holder of this Warrant shall have the right for
a period of five years from the date of grant of this  Warrant to include all or
any part of this Warrant and the shares of Common Stock  underlying this Warrant
(collectively,  the  "Registrable  Securities")  as part of any  registration of
securities  filed by the Company  (other than in  connection  with a transaction
contemplated by Rule 145(a) promulgated under the Act); provided,  however, that
if,  in  the  written   opinion  of  the  Company's   managing   underwriter  or
underwriters,  if any,  for such  offering  determines  that  marketing  factors
require a limitation  of the number of shares to be  underwritten,  the managing
underwriter  in  its  sole  discretion  may  limit  the  number  of  Registrable
Securities to be included in the registration, or may exclude Registrable



<PAGE>





Securities  entirely from such registration.  In such case, the Company shall so
advise Holder whose Registrable  Securities  otherwise would be included in such
registration  and  underwritten  offering shall be allocated among other selling
shareholders requesting registration in proportion, as nearly as practicable, to
the respective amounts of Registrable  Securities held by Holder and registrable
shares  each of such  other  selling  shareholders  at the date of filing of the
Registration Statement. If Holder disapproves of the terms and conditions of the
underwritten  offering,  Holder may withdraw  therefrom by written notice to the
Company and the managing underwriter(s).  Any Registrable Securities excluded or
withdrawn  from  such  underwritten   offering  shall  be  withdrawn  from  such
registration.

         b. Lock Up.  Holder hereby agrees that, if requested by the Company and
the managing  underwriter(s),  it will enter into a customary  form of "lock-up"
agreement with the Company and the managing  underwriter(s)  with respect to any
Registrable  Securities then held by Holder,  which agreement shall contain such
Registrable  Securities  than those  contained in any other such agreements then
entered  into  by  the  Company  and  the  managing  underwriter(s)  with  other
comparable holders of the Company's Common Stock.

         c. Terms.  The Company  shall bear all fees and  expenses  attendant to
registering the Registrable Securities, including any filing fees payable to the
National  Association of Securities  Dealers,  Inc. (NASD), but the Holder shall
pay any and all  underwriting  commissions and the expenses of any legal counsel
selected  by the  Holder  to  represent  it in  connection  with the sale of the
Registrable  Securities.  In the  event  of such a  proposed  registration,  the
Company shall furnish the then Holder of outstanding Registrable Securities with
prompt written notice prior to the proposed date of filing of such  registration
statement.  Such  notice  to the  Holder  shall  continue  to be given  for each
registration  statement  filed  by the  Company  until  such  time as all of the
Registrable  Securities  have  been  sold  by  the  Holder.  The  Holder  of the
Registrable  Securities  shall  exercise the  "piggy-back"  rights  provided for
herein by giving  written  notice,  within  twenty  days of the  receipt  of the
Company's  notice of its  intention to file a  registration  statement.  Nothing
contained in this Warrant shall be construed as requiring any Holder to exercise
this Warrant or any part thereof prior to the initial filing of any registration
statement  or the  effectiveness  thereof.  The Company  shall have the right to
terminate  or withdraw  any  registration  initiated  by the Company  under this
Section 5 prior to the effectiveness of such registration  whether or not Holder
has elected to include Registrable Securities in such registration.

IN WITNESS WHEREOF,  Vertical Computer Systems,  Inc. has caused this Warrant to
be executed on its behalf by one of its officers thereunto duly authorized.

Dated:   ___________, 20__          VERTICAL COMPUTER SYSTEMS, INC.


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




<PAGE>







                              FORM OF SUBSCRIPTION

                          COMMON STOCK PURCHASE WARRANT
                       OF VERTICAL COMPUTER SYSTEMS, INC.

(To be signed only on exercise of Warrant)

TO:      VERTICAL COMPUTER SYSTEMS, INC.
         6336 Wilshire Boulevard
         Los Angeles, California 90048

         1. The undersigned  Holder of the attached  original,  executed Warrant
hereby elects to exercise its purchase  right under such Warrant with respect to
________ shares of Common Stock, as defined in the Warrant, of Vertical Systems,
Inc., a Delaware corporation (the "Company").

         2. The  undersigned  Holder pays the aggregate  purchase price for such
shares of Common Stock (i) by lawful money of the United  States or the enclosed
certified or official bank check  payable in United States  dollars to the order
of the Company in the amount of $___________, or (ii) by wire transfer of United
States funds to the account of the Company in the amount of $____________, which
transfer has been made before or  simultaneously  with the delivery of this Form
of Subscription pursuant to the instructions of the Company.

         3. Please issue a stock  certificate or certificates  representing  the
appropriate  number of shares of Common Stock in the name of the  undersigned or
in such other names as is specified below:

                  Name:
                                 -----------------------------------------------

                  Address:
                                 -----------------------------------------------



Dated:   _______________

                                    (Signature must conform to name of Holder as
                                    specified on the face of the Warrant)

                                 -----------------------------------------------

                                 -----------------------------------------------

                                 -----------------------------------------------

                                    (Address)




<PAGE>







                                    EXHIBIT A

                                LOCK-UP AGREEMENT

         The undersigned  individual hereby agrees,  for a period of twelve (12)
months from the date any of the Warrants (as defined below) are first  exercised
(the  "LOCK-UP  PERIOD"),  not to offer to sell,  contract to sell, or otherwise
sell,   dispose  of,   loan,   pledge  or  grant  any  rights  with  respect  to
(collectively,  a "DISPOSITION")  any shares of VERTICAL COMPUTER SYSTEMS,  INC.
("Company"),  Common Stock ("Common Stock"), any options or warrants to purchase
any shares of Common Stock or any securities  convertible  into or  exchangeable
for shares of Common Stock (collectively,  "SECURITIES"), now owned or hereafter
acquired  directly  by the  undersigned  individual  or with  respect  to  which
undersigned  individual  has or  hereafter  acquires  the  power of  disposition
pursuant to the warrant,  dated,  ___________,  ____ (the "Warrant"),  otherwise
than:

         (i)      as a bona  fide gift or  gifts,  provided  the donee or donees
                  thereof agree to be bound by these Lock-Up provisions;

         (ii)     as a distribution  to limited  partners or shareholders of the
                  undersigned,  provided that the distributees  thereof agree in
                  writing to be bound by the terms of these Lock-Up provisions;

         (iii)    in a brokerage  transaction,  for an  aggregate of all persons
                  holding shares subject to these Lock-Up Provisions,  of (a) no
                  more than 3,125 shares on any trading day and (b) no more than
                  62,500 shares  during any calendar  quarter;  however,  in the
                  event that  these  shares  are  subject to a stock  split or a
                  reverse  stock  split,  the  restrictions  set  forth  in this
                  paragraph shall be adjusted proportionately; or

         (iv)     with the prior written consent of the Company.

The  foregoing  restriction  is  expressly  agreed to preclude the holder of the
Securities from engaging in any hedging or other  transaction  which is designed
to or reasonably  expected to lead to or result in a  Disposition  of Securities
during the  Lock-Up  Period,  even if such  Securities  would be  disposed of by
someone other than the undersigned individual.  Such prohibited hedging or other
transactions  would include  without  limitation  any short sale (whether or not
against the box) or any purchase,  sale or grant of any right (including without
limitation  any put or call  option)  with  respect  to any  Securities  or with
respect to any security  (other than a broad-based  market basket or index) that
includes,  relates  to or  derives  any  significant  part of its value from the
Securities.

         The undersigned individual hereby agrees and consents: (i) to the entry
of stop  transfer  instructions  with the Company's  transfer  agent against the
transfer of the Securities  held by the  undersigned  except in compliance  with
this Agreement,  and (ii) to furnish the Company brokerage account statements or
trade confirmations which evidence compliance with this Agreement.


Dated:   _____________, _____                  __________________________
                                               [NAME]