Exhibit 10.68

                                 PROMISSORY NOTE

$ 100,000.00                                                    October 31, 2001

      For  valuable  consideration,  the  receipt and  sufficiency  of which are
hereby acknowledged, the undersigned VERTICAL COMPUTER SYSTEMS, INC., a Delaware
corporation ("Borrower"), promises to pay to the order of ROBERT FARIAS, a Texas
resident,  513 Sunrise Trail,  Dripping  Springs,  Texas 78620,  ("Lender"),  in
lawful money of the United States of America the principal amount of ONE HUNDRED
Dollars ($100,000 U.S.),  together with interest on the amount of such principal
outstanding  from time to time at the rate of twelve  percent  (12%) per  annum,
calculated  on the basis of a three  hundred  sixty  (360)  day year  containing
twelve (12) months of thirty (30) days each (the "Basic Interest Rate"),  at the
times and in the manner provided herein.

            1.   PAYMENT OF PRINCIPAL AND INTEREST. Principal and interest shall
be paid as follows:

                 a. All principal  then  outstanding,  and all  interest,  fees,
charges, and other amounts owing hereunder and then unpaid shall be paid in four
equal monthly installments, beginning on the date that is thirty (30) days after
the date of this Note set forth above (the "Maturity Date").

                 b.  Borrower  shall pay all  amounts  owing  under this Note in
immediately  available funds to Lender at Lender's  address as set forth herein,
or at such other place as may be specified in writing by Lender.  Each  payment,
when made,  shall be credited first to interest then due, and then at the option
of Lender to principal,  late charges,  and other fees and expenses  outstanding
hereunder in such order as Lender may  determine.  Payments  received after 1:00
p.m. on any banking day or at any time on any Saturday, Sunday, or holiday shall
be deemed received on the next banking day.

            2.  COLLATERAL  AS  SECURITY.   This  Note  is  secured  by  certain
collateral,  which  encumbers,  among other things,  the interest of Borrower in
certain assets, as more particularly described therein (the "Collateral").  This
Note and the Stock  Pledge  Agreement  between  Borrower and Lender of even date
herewith,  and any other documents or instruments given or to be given to Lender
to secure the indebtedness  evidenced by this Note are collectively  referred to
herein as the "Loan Documents".

            3.  INTEREST  RATE UPON  DEFAULT.  Should  Borrower  fail to pay any
amount  owing  hereunder as and when due,  whether the same is due  regularly as
scheduled or by reason of  acceleration  following  default or  otherwise,  then
interest shall accrue on the past due amount at the Basic  Interest  Rate.  Such
interest shall be due and payable upon the earlier of demand or the first day of
the calendar month following the month in which the same shall have accrued.


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                                 Promissory Note

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            4.  DEFAULT;   REMEDIES.  Each  of  the  following  occurrences  and
conditions shall constitute an Event of Default:

                 a.  failure  of  Borrower  to pay as and  when  due any  money,
whether  principal,  interest,  or otherwise,  under this Note, or the breach or
default  of any  obligation  to pay  money  under  or  secured  by the  Security
Agreement; or

                 b. failure of Borrower to perform any obligation  other than an
obligation to pay money, as and when performance of such obligation is due under
this Note or Loan Documents which failure  continues for fifteen (15) days after
notice thereof from Lender to Borrower; or

                 c.  failure  by  Borrower  to  comply  with  any of the  terms,
provisions, covenants, conditions or restrictions now or hereafter affecting the
Collateral  or any  part  thereof  or  contained  in any  agreement  related  or
pertaining  to the  Collateral,  which  failure  continues for fifteen (15) days
after notice thereof from Lender to Borrower; or

                 d.   Borrower's   making  or  at  any  time   having  made  any
representation, warranty or disclosure to Lender that is or was materially false
or misleading on the date as of which made,  whether or not that  representation
or disclosure appears in the Loan Documents; or

                 e.  the  sale,  transfer,  conveyance,  or  lease of all or any
portion  of the  Collateral  or of any of  Borrower's  rights  therein,  whether
voluntarily,  involuntarily,  or  otherwise,  or  Borrower's  entering  into  an
agreement to do any of the foregoing, in each case except as expressly permitted
in the Security Agreement;

At any time following the  occurrence of any Event of Default,  or following the
occurrence  of any event as a  consequence  of which the  obligations  evidenced
hereby may be  accelerated,  then at the election of Lender and  notwithstanding
anything to the contrary  herein or  elsewhere,  the entire  amount of principal
then  outstanding  under this Note and all interest,  fees,  charges,  and other
amounts  owing  and then  unpaid  hereunder  shall  become  immediately  due and
payable,  and Lender may  exercise any and all rights that it may have under the
Loan Documents, at law, in equity, and otherwise.

            5.  ATTORNEYS'  FEES.  Borrower  shall pay to Lender upon demand all
costs  and  expenses  incurred  by  Lender  in  connection  with  determination,
protection,  or enforcement of any and all of Lender's rights hereunder or under
any of the Loan Documents,  including  enforcement of any and all obligations of
Borrower hereunder and thereunder and protection, enhancement, or maintenance of
the security  interests  securing such  obligations or the priority of the same.
Such costs and expenses shall be payable  whether or not any suit is instituted,
and the same shall include without  limitation  attorneys' fees,  expert witness
fees, costs of investigation,  and all of such costs incurred in connection with


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                                 Promissory Note

<PAGE>

any trial, appellate proceeding, or any case or proceeding under Chapters 7, 11,
or 13 of the Bankruptcy Code or any successor thereto.

            6.  WAIVER OF NOTICE.  Borrower  and each  endorser,  guarantor  and
surety of this Note hereby waive  diligence,  demand,  presentment  for payment,
notice of discharge,  notice of nonpayment,  protest and notice of protest,  and
specifically  consent to and waive notice of any renewals or  extensions of this
Note,  whether  made to or in favor of Borrower or any other  person or persons.
Borrower and each endorser,  guarantor and surety of this Note further waive and
renounce  all rights to the  benefits  of all  statutes  of  limitation  and any
moratorium,  appraisement,  by  any  federal  exception  and  homestead  now  or
hereafter  provided  or state  law or  statute,  including  but not  limited  to
exemptions  provided by or allowed under the Bankruptcy Code, both as to each of
themselves personally and as to all of their property, whether real or personal,
against the enforcement and collection of the obligations evidenced by this Note
and any and all extensions, renewals and modifications thereof.

            7. NOTICES.  All notices  required  hereunder or  pertaining  hereto
shall be in writing and shall be deemed delivered and effective upon the earlier
of (i) actual receipt,  or (ii) the date of delivery or refusal of the addressee
to accept  delivery if such notice is sent by express  courier service or United
States mail, postage prepaid, certified or registered, return receipt requested,
in either case to the applicable address as follows:

To Lender:

Robert Farias
3436 Verdugo Road, Suite 250
Glendale, CA 91208

To Borrower:

VERTICAL COMPUTER SYSTEMS, INC.
6336 Wilshire Boulevard
Los Angeles, CA 90048
Attn: President

Notwithstanding  the  foregoing,  any  notice  under or  pertaining  to the Loan
Documents or the  obligations  secured thereby given and effective in accordance
with  applicable  law shall be effective for purposes  hereof.  Either party may
change  the  address  at which it is to  receive  notices  hereunder  to another
business  address within the United States (but not a post office box or similar
mail  receptacle)  by giving  notice of such  change of  address  in  accordance
herewith.




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                                 Promissory Note

<PAGE>


            8.  EXERCISE  OF  RIGHTS.  No single or partial  exercise  of any of
Lenders  rights or powers  under  this Note or any of the other  Loan  Documents
shall  preclude  any other or further  exercise  thereof or the  exercise of any
other  right or  power.  Lender  at all times  shall  have the right to  proceed
against any portion of the security  which secures  payment of the  indebtedness
evidenced  hereby in such order and manner as Lender may elect  without  waiving
any rights  with  respect to any other  portion of such  security.  Each and all
rights  and  remedies  of Lender  hereunder  and under  the Loan  Documents  are
cumulative  and in addition to each and all other such rights and  remedies.  No
exercise of any right or remedy  shall  preclude  exercise of any other right or
remedy.

            9. NO WAIVER. No failure of Lender to insist upon strict performance
of any  obligation  of Borrower or to exercise any right or remedy  hereunder or
under the Loan Documents,  whether before or after any default, shall constitute
or give rise to a waiver thereof,  and no waiver of any default shall constitute
a waiver of any future default or of any other default. No failure to accelerate
the debt evidenced  hereby by reason of default  hereunder or otherwise,  and no
acceptance  of any past due payment  hereunder or  acceptance of any amount less
than the amount then due, and no other  indulgence that may be granted by Lender
from time to time shall (a)  preclude  the exercise of any right that Lender may
have at law, in equity, by contract or agreement or otherwise, or (b) constitute
or give rise to (i) a waiver of such right of  acceleration  or any other right,
or (ii) a novation of this Note or a reinstatement of the debt evidenced hereby,
or (iii) any waiver of Lender's  rights to demand and receive from Borrower full
and  prompt  payment  and  performance   thereafter,   to  impose  late  charges
retroactively,  or to declare a default. Borrower and each endorser,  guarantor,
and surety of this Note  hereby  expressly  waive the  benefit of any statute or
rule of law or equity which would produce any result contrary to or otherwise in
conflict with any of the foregoing.


            10.  APPLICABLE LAW. It is the intent of the holder of this Note and
the  Borrower in the  execution  of this Note and all other  instruments  now or
hereafter  securing this Note to contract in strict  compliance  with applicable
usury law. In  furtherance  thereof,  the holder and the Borrower  stipulate and
agree that none of the terms and  provisions  contained in this Note,  or in any
other  instrument  executed in connection  herewith,  shall ever be construed to
create a  contract  to pay,  for the use,  forbearance  or  detention  of money,
interest in excess of the maximum interest permitted to be charged by applicable
law. Neither the Borrower nor any guarantors,  endorsers or other parties now or
hereafter becoming liable for payment of this Note shall ever be required to pay
interest  on this Note in excess of the  maximum  interest  that may be lawfully
charged under applicable law, and the provisions of this paragraph shall control
over  all  other  provisions  of this  Note  and any  other  instruments  now or
hereafter  executed in  connection  herewith  which may be in apparent  conflict
herewith.  The holder of this Note expressly disavows any intention to charge or
collect excessive unearned interest or finance charges in the event the maturity
of this Note is  accelerated.  If the maturity of this Note shall be accelerated
for any reason or if the  principal of this Note is paid prior to the end of the
term of this Note, and as a result thereof the interest  received for the actual



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                                 Promissory Note

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period of  existence  of the loan  evidenced  by this Note  exceeds  the maximum
lawful interest, the holder of this Note shall refund to the Borrower the amount
of such excess or shall credit the amount of such excess  against the  principal
balance of this Note then outstanding. In the event that any holder of this Note
shall  collect  monies  which are  deemed to  constitute  interest  which  would
increase  the  effective  interest  on this  Note to an amount in excess of that
permitted to be charged by  applicable  law, all such sums deemed to  constitute
interest in excess of the lawful maximum shall, upon such determination,  at the
option  of the  holder  of this  Note,  be either  immediately  returned  to the
Borrower  or  credited   against  the  principal   balance  of  this  Note  then
outstanding,  without further penalty to such holder.  By execution of this Note
the Borrower acknowledges that it believes the loan evidenced by this Note to be
non-usurious and agrees that if, at any time, the Borrower should have reason to
believe that such loan is in fact usurious, it will give the holder of this Note
notice of such  condition  and the  Borrower  agrees that such holder shall have
ninety (90) days in which to make an appropriate  refund or other  adjustment in
order to correct such  condition if in fact such  exists.  The term  "applicable
law" as used in this Note  shall mean the laws of the State of Texas or the laws
of the United States, whichever laws allow the greater rate of interest, as such
laws now exist or may be changed or amended or come into effect in the future.

            11.  ASSIGNMENT;  SUCCESSORS  AND  ASSIGNS.  Lender  may  assign  or
otherwise  transfer all or any part of its interest herein.  Promptly  following
written notice of such  assignment or other  transfer,  duly executed by Lender,
Borrower shall render full and complete performance hereunder as and when due to
the  transferee so designated by Lender.  Borrower  shall not assign or transfer
all or any of its  interests  or  obligations  hereunder,  and any  attempted or
purported  assignment  or transfer by Borrower  shall be void and of no force or
effect,  except to the extent that the same may be expressly permitted under the
Security Agreement. Subject to the foregoing, the terms of this Note shall apply
to, be binding  upon,  and inure to the benefit of ail parties  hereto and their
successors and assigns.

            12.  MODIFICATION.  This Note  shall not be  modified,  amended,  or
terminated,  except by written  agreement  duly  executed and  delivered by both
Lender and Borrower.

            13. CONFLICTS. In the event of any conflict between any provision of
this Note and any provision of the Security  Agreement,  which  conflict  cannot
reasonably be resolved in such a way as to give effect to all provisions  herein
and therein contained, this Note shall govern.

            14.  SEVERABILITY.  If any  provision  of this Note or any  payments
pursuant to the terms  hereof shall be invalid or  unenforceable  to any extent,
the  remainder  of this  Note and any  other  payments  hereunder  shall  not be
affected  thereby and shall be enforceable to the greatest  extent  permitted by
law.



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                                 Promissory Note

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            15.  GOVERNING  Law. This Note shall be governed by and construed in
accordance with the laws of the State of California.

      IN WITNESS  WHEREOF,  Borrower has executed and delivered  this Note as of
the date first written above.

                                    VERTICAL COMPUTER SYSTEMS, INC.



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





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                                 Promissory Note