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Exhibit 10.107


                                 April 11, 2003

Mr. Mike Radlovic President/CEO  TranStar, Inc. 6336 Wilshire Blvd. Los Angeles,
CA 90048

RE:  AMENDMENT TO TRANSTAR LICENSE, NOTE, AND AMENDED STOCKHOLDER AGREEMENT

Dear Mike,

This letter will  confirm the  material  terms of the mutual  agreement  between
TranStar  Systems,  Inc.  formally  known  as  Apollo  Industries,   Inc.,  (the
"Corporation"),  and Vertical Computer Systems,  Inc.  ("Vertical") to amend the
following agreements:

         o        Royalty Agreement, dated October 14, 2000
         o        Stock Purchase Agreement, October 14, 2000
         o        Amended Stockholder's Agreement, dated October 14, 2000
         o        $24,000  Promissory  Note,  dated  April 19,  2001  (including
                  security documents)
         o        $24,000 Promissory Note, dated May 8, 2001 (including security
                  documents)

Whereas, Vertical, Mike Radlovic ("Radlovic"), Walter J. Mix III, Gary Blum, The
Secura Group,  L.L.C., and J. Svigals are the stockholders  ("Stockholders")  of
the common  stock of the  Corporation  who  executed  the Amended  Stockholder's
Agreement.

In connection with the above agreements, the parties hereby agree as follows:

1. All  agreements  between the  Corporation  and Vertical shall be amended such
that all  references  to Apollo  Industries,  Inc.  shall be changed to TranStar
Systems, Inc. whenever reasonably required.

2. Vertical  shall waive all current  defaults on the $24,000  Promissory  Note,
dated April 19, 2001 (including underlying security documents),  and the $24,000
Promissory Note, dated May 8, 2001 (including security  documents),  hereinafter
collectively referred to as the "2001 Notes". The due date for the 2001 Notes is
extended to April 5, 2006. The Corporation and Vertical  acknowledge confirm and
agree that all  underlying  agreements  to the 2001 Notes,  including  the Stock
Pledge Agreement and the Loan and Security  Agreement shall remain in full force
and effect and that Vertical  shall retain the 1,000,000  shares of common stock
of the  Corporation  issued by the  Corporation as collateral  (the  "Collateral
Stock"). The Corporation expressly  acknowledges and warrants that the waiver of
default is expressly conditioned upon the Corporation's  continuing  obligations
under the 2001 Notes and underlying security  interests.  At Vertical's request,
the Corporation will execute any other documents  reasonably required to perfect
Vertical's  security  interest in any  collateral  shares issued for a breach of
either of the 2001 Notes.


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3. In consideration  of Vertical's  waiver of default on each of the 2001 Notes,
the  Corporation  shall  increase the royalty  rate on the Royalty  Agreement to
three percent (3%) of any Transaction  Fees and any other revenues  generated in
perpetuity;

4. Concurrently  with the execution of this Agreement,  Vertical is transferring
its remaining  ownership  interest in the  Corporation,  consisting of 3,000,000
shares of common  stock  originally  purchased  pursuant  to the Stock  Purchase
Agreement  dated October 14, 2000, to Radlovic in the capacity of an individual.
The Corporation and Vertical  hereby  acknowledge,  warrant and agree that, upon
such a transfer:

         a.  Vertical  shall  have no  further  rights  under  the  Stockholders
Agreement,  including without limitation,  any voting rights and any rights with
respect to appointment of directors of the Corporation;

         b.  Vertical  and any of  Vertical's  employees  or  agents  acting  as
Officers or Directors  of the  Corporation  hereby  resign,  affective  upon the
execution of this  agreement.  Vertical and the directors  appointed by Vertical
shall have no further obligations to the Corporation,  including any obligations
specifically  set  forth  in  the  Amended  Stockholders   Agreement,   and  the
Corporation  agrees to indemnify  Vertical and its  directors  for any past acts
that involved Vertical's rights and obligations to the Corporation;

         c. Vertical shall have no obligation to provide any consultant services
as specified in Article 3, Section 13 of the  Stockholders  Agreement  nor shall
either Vertical or the Corporation have any further  obligations under Article 5
of the Stockholder's Agreement.

5.  FURTHER  DOCUMENTS.  The  Corporation  shall  secure all  written  approvals
(including  any  Stockholders  who are not a party to the  Radlovic  purchase of
Vertical's shares) and corporate  resolutions  necessary to effectuate the terms
of this Agreement and shall provide  Vertical with executed  copies with respect
thereto.  The  parties  agree to  promptly  execute  any  further  documents  as
reasonably necessary to effectuate the terms of this Agreement.

6. AUTHORITY.  Each party hereto  represents and warrants that it has full power
and  authority to enter into this  Agreement  and to perform  this  Agreement in
accordance with its terms.

7. GOVERNING LAW. This Agreement shall be construed, interpreted and enforced in
accordance  with the laws of the State of California and shall be subject to the
exclusive jurisdiction and venue of the state and federal courts of Los Angeles,
California, to which the Parties irrevocably agree to submit to.

8.  SUCCESSORS AND ASSIGNS.  This Agreement  shall be binding upon, and inure to
the benefit of, the parties hereto and their respective successors and assigns.


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9.  SEVERABILITY.  In the event that any  provision of this  Agreement  shall be
invalid,  illegal  or  otherwise  unenforceable,   the  validity,  legality  and
enforceability  of the  remaining  provisions  shall  in no way be  affected  or
impaired thereby.

10.  AMENDMENT.  This  Agreement may be amended only in writing  executed by the
parties hereto.

11.  ATTORNEY'S  FEES. In the event of a dispute the  prevailing  party shall be
entitled to be reimbursed for its legal fees,  including attorney fees and court
costs, by the other party.

The  parties  agree to the terms of  agreement  effective  on the date first set
forth above:


ACCEPTED AND AGREED:


VERTICAL COMPUTER SYSTEMS, INC.

--------------------------
Richard Wade, President/CEO



TRANSTAR SYSTEMS, INC (the "Corporation")

--------------------------
Gary Blum, Secretary


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