OFFICER'S CERTIFICATE
                            PURSUANT TO SECTION 302*


         I, Sheri Pantermuehl, Chief Financial Officer, certify that:

         1. I have reviewed this annual report on Form 10-KSB of Vertical
Computer Systems, Inc.;

         2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;

         3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the small business
issuer as of, and for, the periods presented in this report;

         4. I am responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15
(e)) for the small business issuer and have:

                  (a) Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the small business
issuer, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is
being prepared;

                  (b) Omitted;

                  (c) Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

                  (d) Disclosed in this report any change in the small business
issuer's internal control over financial reporting that occurred during the
small business issuer's most recent fiscal quarter (the small business issuer's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and

         5. I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the small business issuer's auditors and
the audit committee of the small business issuer's board of directors (or
persons performing the equivalent functions):

                  (a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the small business issuer's ability to
record, process, summarize and report financial information; and

                  (b) Any fraud, whether or not material, that involves
management or other employees who have a significant role in the small business
issuer's internal control over financial reporting.

Date: January 14, 2005

                                  By:      /s/ Sheri Pantermuehl
                                           Sheri Pantermuehl
                                           Chief Financial Officer


*The introductory portion of paragraph 4 of the Section 302 certification that
refers to the certifying officers' responsibility for establishing and
maintaining internal control over financial reporting for the company, as well
as paragraph 4(b), have been omitted in accordance with Release No. 33-8238
(June 5, 2003) because the compliance period has been extended for small
business issuers until the first fiscal year ending on or after April 15, 2005.