Exhibit 10.51

                                 PROMISSORY NOTE

         November  20,  2001,  FOR VALUE  RECEIVED,  the  undersigned,  VERTICAL
COMPUTER SYSTEMS,  INC., a Delaware corporation  (Borrower),  promises to pay to
PARKER MILLS & PATEL LLP, a California limited liability  partnership  (Lender),
the sum of THIRTY THOUSAND Dollars ($30,000),  with interest thereon at the rate
of six (6%) percent per annum payable as follows:

         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 due and payable on
January 26, 2001 (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.  Notwithstanding the foregoing,
if Lender  shall  advance  any funds on  account  of any  breach or  default  of
Borrower or  otherwise  as provided in the  Security  Agreement  or in any other
instrument  providing security for the obligations  evidenced by this Note, then
at Lender's  option any funds  received  from or on behalf of Borrower  shall be
applied in such order as Lender shall determine.

            c.  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. This  Note may be  prepaid  in whole or in part at any time  without
interest,  premium  or  penalty.  The  undersigned  agrees  to pay all costs and
expenses,  including all reasonable  attorneys' fees, for the collection of this
Note upon  default.  All  payments  shall be made to  Lender at 865 S.  Figueroa
Street, Suite 2600, Los Angeles, CA 90012,, or at such other place as the holder
hereof may from time to time designate in writing.

         3. In addition,  payments not made by the fifteenth of each month shall
be subject to a late charge of five (5%) of said payment.

         4. This Note shall at the option of the  holder  hereof be  immediately
due and payable upon failure to make any payment due  hereunder or for breach of
any condition of any security interest,  mortgage,  pledge agreement or guaranty
granted as  collateral  security for this Note or breach of any condition of any


                        Vertical Computer Systems, Inc.
                                Promissory Note
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security  agreement or  mortgage,  if any,  having a priority  over any security
agreement or mortgage on collateral  granted, in whole or in part, as collateral
security  for  this  Note or upon the  filing  by any of the  undersigned  of an
assignment  for the benefit of  creditors,  bankruptcy,  or for relief under any
provisions of the Bankruptcy  Code; or by suffering an  involuntary  petition in
bankruptcy or receivership not vacated within thirty days.

         5. In the event  this Note  shall be in  default,  and  placed  with an
attorney  for  collection,  then the  undersigned  agree  to pay all  reasonable
attorney fees and costs of collection.

         6. The  undersigned  and all other  parties  to this  Note,  whether as
endorsers,  guarantors or sureties waive demand, presentment and protest and all
notices  thereto  and  further  agree  to  remain  bound,   notwithstanding  any
extension,  modification,  waiver, or other indulgence by any holder or upon the
discharge  or  release of any  obligor  hereunder  or to this Note,  or upon the
exchange,  substitution,  or release of any  collateral  granted as security for
this Note.

         7. Each  maker,  surety,  guarantor  and  endorser  of this Note waives
presentment,  notice and  protest,  all  suretyship  defenses  and agrees to all
extensions,  renewals, or releases,  discharge or exchange of any other party or
collateral without notice.

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


                                                VERTICAL COMPUTER SERVICES, INC.




                                                --------------------------------
                                                Richard Wade, President


                        Vertical Computer Systems, Inc.
                                Promissory Note
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