EXHIBIT 14.1

                       CODE OF BUSINESS CONDUCT AND ETHICS

                                       FOR

                         VERTICAL COMPUTER SYSTEMS, INC.

Introduction

         This Code of Ethics is established pursuant to Section 406 of the
Sarbanes-Oxley Act of 2002, which requires that Vertical Computer Systems, Inc.
(the "Company") to establish a code of ethics Vertical Computer Systems, Inc.
(the "Company") is committed to the highest standards of legal and ethical
conduct. This Code of Business Conduct and Ethics (the "Code") sets forth the
Company's policies with respect to the way we conduct ourselves individually and
operate our business. The provisions of this Code are designed to deter
wrongdoing and to promote honest and ethical conduct among our employees,
officers and directors.

         In the course of performing our various roles in the Company, each of
us will encounter ethical questions in different forms and under a variety of
circumstances. Moments of ethical uncertainty may arise in our dealings with
fellow employees of the Company, with customers, or with other parties such as
government entities or members of our community. In achieving the high ground of
ethical behavior, compliance with governmental laws is not enough. Our employees
should never be content with simply obeying the letter of the law, but must also
strive to comport themselves in an honest and ethical manner. This Code provides
clear rules to assist our employees, directors and officers in taking the proper
actions when faced with an ethical dilemma.

         The reputation of the Company is our greatest asset and its value
relies on the character of its employees. In order to protect this asset, the
Company will not tolerate unethical behavior by employees, officers or
directors. Those who violate the standards in this Code will be subject to
disciplinary action. If you are concerned about taking an action that may
violate the Code or are aware of a violation by another employee, an officer or
a director, follow the guidelines set forth in Sections 10 and 11 of this Code.

         This Code applies equally to all employees, officers and directors of
the Company. All references to employees contained in this Code should be
understood as referring to officers and directors as well.


1.       Compliance with Laws, Rules and Regulations

         Company policy requires that the Company, as well as all employees,
officers and directors of the Company, comply fully with both the spirit and the
letter of all laws, rules and regulations. Whenever an applicable law, rule or
regulation is unclear or seems to conflict with either another law or any
provision of this Code, all employees, officers and directors are urged to seek
clarification from their supervisor, the appropriate compliance official or the
Chief Executive Officer. See Section 11 for contact information. Beyond mere
compliance with the law, we should always conduct our business with the highest
standards of honesty and integrity - wherever we operate.
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2.       Conflicts of Interest

         Every employee has a primary business responsibility to the Company and
must avoid conflicts of interest. A conflict of interest arises when an employee
takes actions or enters into relationships that oppose the interests of the
Company, harm the Company's reputation or interfere with the employee's
performance or independent judgment when carrying out any actions on behalf of
the Company. The Company strictly prohibits its employees from taking any action
or entering into any relationship, personal or professional that creates, or
even appears to create, a conflict of interest.

         conflicts of interest that may arise and use their best efforts to
avoid the conflict. A conflict situation can arise when a director, officer or
employee takes actions or has interests that may make it difficult to perform
his or her work for the Company objectively and effectively. Conflicts of
interests may also arise when a director, officer or employee, or a member of
his or her family, receives an improper personal benefit as a result of his or
her position with the Company. It may be a conflict of interest for a director,
officer or employee to work simultaneously for a competitor, customer or
supplier. The best policy is to avoid any direct or indirect business connection
with our customers, suppliers or competitors, except on our behalf. Employees
must be sensitive to potential

         In particular, except as provided below, no director, officer or
employee shall:

      o     be a consultant to, or a director, officer or employee of, or
            otherwise operate an outside business that:

            >>    markets products or services in competition with our current
                  or potential products and services;

            >>    supplies products or services to the Company; or

            >>    purchases products or services from the Company;

      o     accept any personal loan or guarantee of obligations from the
            Company, except to the extent such arrangements have been approved
            by the Chief Executive Officer and are legally permissible; or

      o     conduct business on behalf of the Company with immediate family
            members, which include your spouse, children, parents, siblings and
            persons sharing your same home whether or not legal relatives.

         Directors, officers and employees must notify the Chief Executive
Officer of the existence of any actual or potential conflict of interest. With
respect to officers or directors, the Board may make a determination that a
particular transaction or relationship will not result in a conflict of interest
covered by this policy. With respect to all other employees or agents, the Chief
Executive Officer, acting alone, or the Board may make such a determination. Any
waivers of this policy as to an officer or director may only be approved by the
Board of Directors.


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         Any employee, officer or director who is aware of a transaction or
relationship that could reasonably be expected to give rise to a conflict of
interest in violation of this section must inform the appropriate personnel in
accordance with the procedures set forth in Section 11 of this Code. If an
employee has any questions regarding the Company's policy on conflicts of
interest or needs assistance in avoiding a potential conflict of interest, he or
she is urged to seek the advice of a supervisor or the Chief Executive Officer.


3.       Corporate Opportunities

         Employees, officers and directors are prohibited from taking for
themselves personally, opportunities that are discovered through the use of
Company property, Company information or their position in the Company.
Furthermore, employees may not use Company property, information or influence or
their position in the Company for improper personal gain. Finally, employees
have a duty to advance the Company's legitimate interests when the opportunity
to do so arises. Consequently, employees are not permitted to compete with the
Company.


4.       Confidentiality

         Employees must maintain the confidentiality of confidential information
entrusted to them by the Company or its customers or suppliers, except when
disclosure is authorized by the Company or required by applicable laws or
regulations. Confidential information includes proprietary information of the
Company, as well as all non-public information that might be of use to
competitors, or harmful to the Company or its customers, if disclosed. This
confidentiality requirement is in addition to any other obligations imposed by
the Company to keep information confidential.


5.       Insider Trading

         Employees, officers and directors will frequently become aware of
confidential non-public information concerning the Company and the parties with
which the Company does business. As set forth in more detail in the Company's
Insider Trading Policy, the Company prohibits employees from using such
confidential information for personal financial gain, such as for purposes of
stock trading, or for any other purpose other than the conduct of our business.
Employees must maintain the confidentiality of such information and may not make
disclosures to third parties, including members of the employee's family. All
non-public information about the Company should be treated as confidential
information. To use non-public information for personal financial benefit or to
"tip" others who may make stock trades on the basis of this information is not
only unethical but also illegal. This policy also applies to trading in the
securities of any other company, including our customers or suppliers, if
employees have material, non-public information about that company which the
employee obtained in the course of their employment by the Company. In addition
to possible legal sanctions, any employee, officer or director found to be in
violation of the Company's insider trading policy will face decisive
disciplinary action. Employees are encouraged to contact the Company's Chief
Executive Officer with any questions concerning this policy.


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6.       Protection and Proper Use of Company Assets

         All Company assets should be used for legitimate business purposes and
all employees, officers and directors must make all reasonable efforts to
protect the Company's assets and ensure their efficient use. Theft,
carelessness, and waste have a direct impact on the Company's profitability and
must therefore be avoided. The suspected occurrence of fraud or theft should be
immediately reported to the appropriate person in accordance with the procedures
set forth in Section 11 of this Code.

         An employee's obligation to protect the Company's assets extends to the
Company's proprietary information. Proprietary information includes intellectual
property such as patents, trademarks, copyrights and trade secrets. An employee
who uses or distributes such proprietary information without the Company's
authorization will be subject to disciplinary measures as well as potential
legal sanctions.


7.       Fair Dealing

         Although the success of our Company depends on our ability to
outperform our competitors, the Company is committed to achieving success by
fair and ethical means. We seek to maintain a reputation for fair dealing among
our competitors and the public alike. In light of this aim, the Company
prohibits employees from engaging in any unethical or illegal business
practices. An exhaustive list of unethical practices cannot be provided.
Instead, the Company relies on the judgment of each individual employee to avoid
such practices. Furthermore, each employee should endeavor to deal fairly with
the Company's customers, suppliers, competitors and employees. No employee
should take unfair advantage of anyone through manipulation, concealment, abuse
of privileged information, misrepresentation of material facts, or any other
unfair business practice.


8.       Disclosures

         It is Company policy to make full, fair, accurate, timely and
understandable disclosure in compliance with all applicable laws, rules and
regulations in all reports and documents that the Company files with, or submits
to, the Securities and Exchange Commission and in all other public
communications made by the Company. Employees shall endeavor in good faith to
assist the Company in such efforts.


9.       Waivers

         The Company expects all employees, officers and directors to comply
with the provisions of this Code. Any waiver of this Code for executive
officers, directors or employees may be made only by the Board of Directors or a
Board committee and will be promptly disclosed to the public as required by law
and stock exchange regulations.


10.      Compliance Guidelines and Resources

         In some situations, our employees may not be certain how to proceed in
compliance with this Code. This uncertainty may concern the ethical nature of
the employee's own acts or the employee's duty to report the unethical acts of
another. When faced with this uncertainty, the employee should carefully analyze

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the situation and make use of Company resources when determining the proper
course of action. The Company also encourages employees to talk to their
supervisors, or other personnel identified below, when in doubt about the best
course of action.

         1. Gather all the facts. Do not take any action that may violate the
Code until you have gathered all the facts that are required to make a
well-informed decision and, if necessary, you have consulted with your
supervisor, or the Chief Executive Officer.

         2. Is the action illegal or contrary to policy? If the action is
illegal or contrary to the provision of this Code, you should not carry out the
act. If you believe that the Code has been violated by an employee, an officer
or a director, you must promptly report the violation in accordance with the
procedures set forth in Section 11.

         3. Discuss the problem with your supervisor. It is your supervisor's
duty to assist employees in complying with this Code. Feel free to discuss a
situation that raises ethical issues with your supervisor if you have any
questions. You will suffer no retaliation for seeking such guidance.

         4. Additional resources. The Chief Executive Officer is available to
speak with you about problematic situations if you do not feel comfortable
approaching your direct supervisor. If you prefer, you may request assistance in
writing by sending a request to the Chief Executive Officer.


11.      Reporting Procedures

         All employees have a duty to report any violations of this Code, as
well as violations of any laws, rules, or regulations. The Company does not
permit retaliation of any kind against employees for good faith reports of
ethical violations.

         If you believe that the Code has been violated by an employee, you must
promptly report the violation to your direct supervisor or the Chief Executive
Officer. If a report is made to a supervisor, the supervisor must in turn report
the violation to the Chief Executive Officer. All violations by an officer or
director of the Company must be reported directly to the entire Board of
Directors.


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         Contact Information

         Reports may be made in person, by telephone or in writing by sending a
description of the violation and the names of the parties involved to the
appropriate personnel mentioned in the preceding paragraph. The contact
information is as follows:

         Sheri Pantermuehl
         Chief Financial Officer
         Vertical Computer Systems, Inc.
         201 Main Street, Suite 1175
         Forth Worth, TX  76102
         (817) 348-8717



12.      Disciplinary Action

         Employees, officers and directors of the Company will be held
accountable for adherence to this Code. The penalty for a particular violation
of this Code will be decided on a case-by-case basis and will depend on the
nature and severity of the violation as well as the employee's history of
non-compliance and cooperation in the disciplinary process. Significant
penalties will be imposed for violations resulting from intentional or reckless
behavior. Penalties may also be imposed when an employee fails to report a
violation due to the employee's indifference, deliberate ignorance or reckless
conduct. All violations of this Code will be treated seriously and will result
in the prompt imposition of penalties which may include (1) an oral or written
warning, (2) a reprimand, (3) suspension, (4) termination and/or (5)
restitution.


13.      No Rights Created

         This Code is a statement of certain fundamental principles, policies
and procedures that govern the Company's officers, directors and employees in
the conduct of the Company's business. It is not intended to and does not create
any rights in any employee, supplier, competitor, shareholder or any other
person or entity.

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