10.3 Marketing Agreement between Company and Entertainment Marketing Group


Vertical Computer Systems Inc. - Entertainment Marketing Group Comprehensive
Agreement for Marketing and Promotion Services and Business Development

THIS AGREEMENT, effective as of October 16, 2000 between Vertical Computer
            Systems, Inc., a corporation organized and existing under the laws
            of the State of Delaware having its principal place of business at
            6336 Wilshire Boulevard, Los Angeles, California 90048 ("VCSY" or
            "Client") and Xatnu, Inc. dba Entertainment Marketing Group, a
            marketing and promotion company having its principal place of
            business at 8913 Sunset Boulevard, 2nd Floor, West Hollywood,
            California 90069 ("EMG" or "Agency").

                              W I T N E S S E T H :

      WHEREAS, the Agency is engaged in the business of providing marketing and
promotion and employs personnel with expertise in the rendering of such
services, and

      WHEREAS, The Agency desires to provide trade and consumer marketing
services to Client, and

      WHEREAS, Client desires to establish and promote the sale of Client
services and products (the "Products"), utilizing the marketing and creative
services of the Agency,

      NOW, THEREFORE, in consideration of the mutual premises and covenants
herein, the parties agree as follows:

I.    Services. Client and the Agency have executed, of even date, three
      agreements attached hereto as Exhibits A, B and C each of which is
      incorporated by reference within. It is anticipated that Agency Services
      shall include the services described in those Exhibits.

II.   Compensation for Agency Services.

      (a)   The Agency agrees to accept as full compensation for its services
            and expenses for the Client as described in Exhibit A for the
            national radio promotional campaign and in Exhibit B for the
            national television promotional campaign, commencing October 16,
            2000, a total of (i) 379,688 shares of VCSY common stock at $0.16
            per share for executing both the described national radio and the
            national television promotional campaigns, all of which shares are
            deemed earned as the date of execution of this Agreement, (ii)
            $60,750 in commencement fees for both the radio and television
            promotional campaigns payable to Agency upon execution of this
            Agreement, (iii) $10,000 for producing, editing and duplicating a
            high-end 0:30 television promotional spot, and (iv) up to $22,000 in
            runner-up prizes for executing both the national radio and the
            national television promotional campaigns, in the event EMG cannot
            secure such prizing components for the respective campaigns at
            gratis or at a reduced price as described in Exhibits A and B. All
            of the 379,688 shares shall be sold into the market within six
            months, in equal amounts each month, after registration of the
            shares on Form S-8. If, at the end of the abovesaid six month
            period, the net proceeds of the sale of all 379,688 shares is less
            than $60,750, then Client shall immediately pay Agency the
            difference between the net sales proceeds and $60,750.

      (b)   The Agency agrees to accept as full compensation for its services
            and expenses with regards to assisting the Client in its business
            development, creating third party introductions, creating third
            party arrangements, and forging strategic alliances for VCSY,
            commencing October 16, 2000, a grant of five-year options to
            purchase 250,000 shares of VCSY common stock at $0.16 per share,
            which grant is deemed earned as of the date of execution of this
            Agreement. Client shall facilitate the cashless exercise of said
            options.

      (c)   The Agency agrees to accept as full compensation from the Client for
            its sales services and expenses with regards to selling on behalf of
            the Client advertising programs for www.theusbridge.com and Client
            related web


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            site portals, sponsorships, and other sales, fees in the amount of
            twenty percent (20%) of the gross revenue or market value equivalent
            to the Client, payable in cash to the Agency as described in Exhibit
            C; and, additionally, a grant of five-year options to purchase
            250,000 shares of VCSY common stock at $0.16 per share, which grant
            is deemed earned as of the date of execution of this Agreement.
            Notwithstanding, these options may be exercised only in increments
            of no less than 50,000 shares and in amounts equivalent to dollars
            of gross revenue generated from sales on behalf of Client as
            described hereinabove in this subparagraph (c). Client shall
            facilitate the cashless exercise of said options.

      (d)   Client agrees to register the above-described shares and the shares
            underlying the warrants, described in this Section III, by whatever
            means available (including on Form S-8) as soon as practical, but no
            later than October __, 2000; and the Agency agrees and warrants that
            Michael Blum and Phil Alexander are the persons providing
            substantially all of the services hereunder to Client and that all
            of the above said shares and shares underlying the warrants are to
            be issued two-thirds to Michael Blum and one-third to Phil
            Alexander.

III.  Term.

      (a)   Term. The initial term of this Agreement shall commence on October
            16, 2000, and shall continue until at least one year until or
            October 16, 2001.

      (b)   Right Upon Termination. Upon termination of this Agreement, Client
            shall have no obligations to the Agency, provided, however, any
            non-cancelable contracts made on Client's behalf or uncompleted work
            which cannot be assigned by the Agency to


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            Client shall, at the discretion of Client, be completed by the
            Agency at Client's expense, and provided further that all indemnity
            obligations of Client shall survive the termination of this
            Agreement. Upon termination of this Agreement, the Agency shall
            deliver to Client all Client property and materials in the Agency's
            possession and all information regarding Client's advertising. The
            Agency shall cooperate in the transfer of all contracts and
            agreements with other parties for marketing materials and all rights
            and claims thereto. All unused marketing plans, ideas and materials
            prepared by the Agency for Client, but not accepted by Client prior
            to the date of termination, shall remain Client's property and shall
            be returned to Client.

IV.   Ownership of Materials.

            All products, ideas, concepts, themes and other intellectual
            property rights or marketing materials created by the Agency on
            Client's behalf shall be and will remain the property of Client.

V.    Storage and Preservation.

            The Agency shall properly store all tapes, files or other materials
            developed by or transferred to the Agency by Client. The Agency
            shall ensure that all materials be preserved by copying whenever
            necessary. VI. Exclusivity.

            Nothing in this Agreement shall be construed as requiring Client to
            assign all or any specific portion of its marketing work exclusively
            to the Agency for the terms of this Agreement.

XIV.  Indemnification.


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            The Agency shall indemnify and hold harmless Client, its affiliates,
            agents and employees from and against any and all claims, losses,
            actions, damages, expenses and all other liabilities, including but
            not limited to reasonable attorneys' fees, arising out of services
            performed by the Agency for Client. Client shall give prompt notice
            to the Agency of any such claim, loss, action, damage, expense or
            other liability, and shall fully cooperate in the defense of any
            such action.

X.    Legal Review.

            The Agency shall provide, at its own expense, legal review and
            approval of all work and services provided hereunder prior to
            publication of any marketing material.

XI.   Authorizations.

            The Agency shall obtain releases, licenses, permits or other
            necessary authorization to use photographs, copyrighted materials,
            artwork or any other property or rights belonging to third parties
            obtained by the Agency for use in performing Agency Services and
            shall hold Client harmless from all claims, demands, expenses
            including reasonable attorneys' fees), liabilities, suits and
            proceedings arising out of such use brought before any court,
            administrative body, arbitration panel or other tribunal. Client
            shall obtain releases, licenses, permits or other necessary
            authorization for any property or rights obtained by Client which
            are used by the Agency in performing Agency Services, and shall hold
            the Agency harmless from all claims, demands, expenses (including
            reasonable attorneys' fees), liabilities, suits and proceedings
            arising out of such use.

XII.  Independent Contractor.

            All persons employed by the


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            Agency in performance of services hereunder shall be under the sole
            and exclusive direction and control of the Agency, and shall not be
            considered the employees of Client for any purpose whatsoever. The
            Agency shall remain at all times an independent contractor.

XIII. Safeguarding Information.

            The Agency shall not, during the period of this Agreement and
            extensions thereto or at any time thereafter, reveal or otherwise
            make available to any other person, or use for any purpose other
            than to benefit Client, any information or trade secrets regarding
            Client's Products, services, business, customers, or methods of
            operation learned by the Agency while providing services hereunder.
            Any specifications, drawings, sketches, models, samples, tools,
            computer programs, technical or business information or data,
            written, oral, in graphic form or otherwise ("Information")
            furnished to the Agency hereunder or in contemplation hereof shall
            remain the property of Client. The provisions of this Section shall
            apply to all Agency subcontractors. The Agency shall be responsible
            for informing subcontractors of any Information included in any work
            subcontracted hereunder, and shall ensure that all subcontractors
            are in compliance with this Section.

XIV.  Use of Client Name.

            The Agency shall not use Client's name, or the name of any affiliate
            of Client, as a reference without prior written approval of Client
            or such affiliate, provided, however, the Agency may list Client as
            one of its clients when furnishing proposals to provide marketing
            services to prospective clients. Approval will not be given in any
            case in which an endorsement might be inferred. The provisions of
            this Section shall apply to Agency Affiliates and to all
            subcontractors of the Agency.

XV.   Assignment.

            The Agency may not assign this Agreement or any part


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            thereof to any Agency Affiliate or any other entity without the
            prior written consent of Client.

XVI.  Insolvency.

            Either party may terminate this Agreement if the other party is
            insolvent or makes an assignment for the benefit of creditors.

XVII. Notices.

            All notices which may be given by either party to the other shall be
            deemed to have been duly given when made in writing and delivered in
            person or deposited in the United States mail, postage prepaid, and
            addressed to such party at such party's address set forth at the
            beginning of this Agreement (or to such other address as such party
            may designate by written notice delivered hereunder).

XVIII. Waiver.

            Failure to enforce any provision hereof shall not constitute a
            waiver of that or any other provision in any other circumstances.

XVIX. Entire Agreement.

            This Agreement shall constitute the entire Agreement between the
            parties with respect to the subject matter and supersedes all
            previous agreements and understandings between Client and the Agency
            relating to the subject matter hereof.

XX.   Governing Law.

            This Agreement shall be governed by the laws of the State of
            California.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.

Vertical Computer Systems, Inc.


By:___________________________
   Richard Wade, President


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Xatnu, Inc. dba Entertainment Marketing Group

 By:_________________________
    Michael Blum, Chief Financial Officer